Building Tomorrow’s World

Annual Report and Accounts 2024

Page title

Our new strategy is to

‘Transform &Grow’

through the next cycle: unlocking our potential for

growthandvalue creation

X Our strategy page 13

Our purpose

Building Tomorrow’s World

Creating beautiful and resilient buildings and spaces

where communities thrive and individuals are uplifted.

With decades of expertise, a pioneering spirit, and

a profound commitment to care, we shape living

spaces that inspire today and endure for generations.

By transforming the present into the future, we

are not merely creating spaces … we are Building

Tomorrow’s World.

Stay up to date with the latest

investor news at:

www.marshalls.co.uk

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Strategic Report

1 Highlights

2 At a Glance

4 Investment Case

6 Chair’s Statement

8 Chief Executive’s Statement

11 Q&A with the CFO and CCO

13 Our Strategy

15 Our Markets

17 Business Model

18 Key Performance Indicators

20 Summary of Group Performance

21 Segmental Review

24 Our Section 172(1)Statement

27 Stakeholder Engagement

32 Sustainability

43 Task Force on Climate‑related

FinancialDisclosures

50 Financial Review

54 Risk Management andPrincipal Risks

65 Non‑financial and Sustainability

Information Statement

Governance

66 Board of Directors

68 Corporate Governance Statement

83 Nomination Committee Report

88 Audit Committee Report

91 ESG Committee Report

93 Remuneration Committee Report

96 At a glance

98 Annual Report on

Remuneration

105 Directors’ Remuneration Policy

109 Directors’ Report – Other

RegulatoryInformation

111 Statement of Directors’

Responsibilities

113 Independent Auditor’s Report

Financial Statements

121 Consolidated Income Statement

121 Consolidated Statement

ofComprehensive Income

122 Consolidated Balance Sheet

123 Consolidated Cash Flow Statement

124 Consolidated Statement

ofChangesinEquity

126 Notes to the Consolidated

FinancialStatements

152 Company Balance Sheet

153 Company Statement of

ChangesinEquity

154 Notes to the Company

FinancialStatements

160 Financial History – Consolidated Group

162 Glossary

164 Shareholder Information

Marshalls plc Annual Report and Accounts 2024

619.2

66.7

97.8

469.5

28.4

57.6

589.3

77.4

107.1

719.4

101.1

136.0

671.2

70.7

103.6

Highlights

Resilient performance in 2024

Strong foundations in place to drive outperformance over the medium term

Strategic highlights

• Resilient Group performance reflecting

decisive management actions and

diversification strategy

• Focused improvement actions in Landscaping

Products gaining traction, revenue growth

expected in 2025

• Strong performance by Roofing Products that

has continued into 2025

• Building Products returned to profit growth

andis well positioned for 2025

• Well positioned for growth in 2025

• Balance sheet strengthened through further

reduction in net debt

• ‘Transform & Grow’ strategy launched in

November 2024 and being rolled out at pace

Financial highlights

• Financial performance benefitted from

efficiency gains and cost reductions together

with strong performances from Roofing and

Building Products

• Adjusted operating cash flow conversion

was strong at 106 per cent (2023: 106 per

cent), reflecting disciplined working capital

management

• Robust balance sheet with a year-on-year net

debt reduction of £39.0 million

• Year-end leverage substantially improved to

1.5times adjusted EBITDA (2023: 1.9 times)

ESG highlights

• Approved net-zero target across all emission

scopes by 2050

• Recognised by Financial Times and Statista

asone of Europe’s Climate Leaders for the

third time

• MPA Health and Safety Award for Safer

Production

• Environmental Product Declarations covering

the majority of our product range

• Less than 1 per cent of our waste goes to landfill

• Celebrating ten years of having the Fair Tax

Mark and being a Living Wage employer

• Social value and apprenticeships programme

focusing on the next generation of

construction industry professionals

• Comprehensive human rights due diligence

programme

Notes:

1. Alternative performance measures are used

consistently throughout this Annual Report. For further

details of their purpose, definition and reconciliation to

the equivalent statutory measures, see Note 31.

Revenue (£’m)

£619.2m

(down 8%)

Adjusted operating profit

(1)

(£’m)

£66.7m

(down 6%)

Adjusted EBITDA

(1)

(£’m)

£97.8m

(down 5%)

Adjusted profit

(1)

before tax (£’m)

£52.2m

Reported operating profit (£’m)

£53.9m

Reported profit before tax (£’m)

£39.4m

Adjusted return on

(1)

capital employed (%)

8.2%

Adjusted

(1)

basic EPS (p)

16.0p

Reported EPS (p)

12.3p

Full-year dividend recommended (p)

8.0p

2020

2021

2022

2023

2024

X Our investment case page 4

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 1

Our heritage

From its heritage in landscaping toan increasingly diversified group ofbusinesses.

At a Glance

Marshalls has evolved and is

positionedto‘Transform & Grow’

We have an attractive, diversified portfolio of businesses exposed to scale markets

withlong-termgrowth drivers andnear-term structural market tailwinds.

43% 27% 30%

85%

Diversification over time

2014

2024

15%

Landscaping Products Building Products Roofing Products

2014

Landscaping

2017

Water Management

2018

Bricks & Masonry

2022

Roofing and Solar

End market exposure

The Group’s three main end market areas are

NewHousing, Commercial & Infrastructure, and

HousingRMI(repair maintenance and improvement).

New Housing Housing RMI Commercial & Infrastructure

45%

25%

30%

Marshalls

Group 2024

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 2

At a Glance continued

LANDSCAPING PRODUCTS

locations

Revenue

£268.3m

ROOFING PRODUCTS

locations

Revenue

£186.3m

BUILDING PRODUCTS

locations

Revenue

£164.6m

Marshalls Landscaping

• Market leadership position

• Balanced exposure to end

markets

• Well invested national

operations network

Marley Roofing

• Brand powerhouse

• Market leader in pitched

roofing

• Balanced end market exposure

Viridian Solar

• Market leader in integrated

solar

• Leadership in ESG

• Wrap around service considered

to be market leading

Marshalls Water

Management

• Leading market position in

residential wastewater and

surface water drainage

• Nationwide operations network

Marshalls Bricks

&Masonry

• Market leader in lower-carbon

concrete bricks

• Wide product range and

nationwide coverage

Marshalls Mortars &

Screeds and Aggregates

• Integral parts of the Group’s

portfolio of businesses

Where we operate

We operate from strategically located manufacturing and distribution sites across the UK.

BRAND POWERHOUSES GROWTH ENGINES

Group employees

2,435

The Group is diversified, operates across the UK construction market, and offers

a broad product range with specialist and innovative products and solutions.

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 3

Creating shareholder value

Group positioned to outperform

the construction market

Attractive, diversified portfolio of

businesses exposed to scale markets

with long-term growth drivers and

near-term structural market tailwinds.

Significant headroom for growth in

our addressable markets through

innovation and bolt-on acquisitions.

Profit growth delivered

through operational leverage

Group expected to benefit from

material profit improvement due to

operational leverage and optimising

manufacturing network.

Highly cash generative

business model

Strategy execution expected to

deliver material increase in operating

cash flow.

Normalisation of capital expenditure

tounderpin plan in medium term.

Free cash flow de-levers

balance sheet

Increase in free cash flow expected to

de-lever the balance sheet and provide

capital for bolt-on acquisitions or

returns to shareholders.

Profitable growth increases

shareholder returns

Expected earnings growth will drive

dividend growth.

Increased returns expected without

material increase in capital employed.

Strategy execution increases

cyclicalresilience.

Investment Case

MEDIUM-TERM TARGETS

2–4%

market outperformance

15%

operating margin

90%

cash conversion

£20–30m

capital expenditure pa

0.5–1.5x

pre-IFRS 16 net debt to

EBITDA leverage

target range

dividend cover

15%

return on capital employed

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 4

Capital allocation policy

Organic growth

• Strategic plan requires capital investment of £20–30 million per

annum

• Comprises growth capex in water management and bricks

together with maintenance capex and investment in IT

Investment to enhance competitive advantage

• Market leading brands and solutions that are consistently

recognised for their quality, range and service

• Best-in-class technical and design support

• Carbon leadership

Dividends

• Maintain dividend cover of two times adjusted earnings

• Earnings growth expected to drive increase in cash shareholder

returns in medium term

Balance sheet deleveraging

• Strong conversion of profit into operating cash flow and capital

expenditure normalised

• Balance sheet deleveraging to continue in medium-term

• Target leverage range of 0.5–1.5x EBITDA optimal to provide

flexibility

Selective acquisitions

• Selective bolt-on M&A to support growth strategy

• Focus on roofing, water management and energy transition

• Create optionality for scale acquisition in longer term

Group financial model

‘Transform & Grow’ strategy drives revenue growth

outperformanceand operational leverage, which will deliver

enhanced shareholder returns.

Our performance

Marshalls has a long-term track record of delivering shareholder value

before the recent downturn adversely impacted results ...

Adjusted profit before tax

2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

35.3

46.0

52.1

63.8

71.1

23.7

73.3

90.4

53.3

52.2

100.0

90.0

80.0

70.0

60.0

50.0

40.0

30.0

20.0

10.0

0.0

£’m%

Adjusted profit before tax

... and delivers strong and consistent cash conversion

Operating cash flow conversion

113

101

106 106

120

100

Operating cash flow conversion

Shareholder

value creation

‘Transform

& Grow’

strategy

Revenue

growth

Capital

allocation

Cash

conversion

Return on

sales and

capital

employed

X Our strategy page 13

X Our financial review page 50

Investment Case continued

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 5

I am proud of how the Board and

executive management team have

navigated a period of significant

change, managed short-term

market pressures and clearly

outlined our new strategy and

medium-term goals.

Overview

Despite the challenging macro-economic and

market conditions throughout 2024, the Group

performed resiliently, meeting market expectations.

With the timing of a recovery in our key markets still

uncertain, the Group, under the Board’s guidance,

maintained strong cost discipline and significantly

reduced net debt over the year.

Since taking over from Martyn Coffey last March,

Matt Pullen has firmly established himself as Chief

Executive. He completed a thorough induction,

engaging with key stakeholders and immersing

himself in our culture.

With full support from the Board, Matt led a

comprehensive review of the Group’s strategy,

culminating in the presentation of ‘Transform &

Grow’ at our capital markets event last November.

We also introduced our new purpose, ‘Building

Tomorrow’s World’, which resonates with our

colleagues and businesses across the Group.

During the year, Simon Bourne transitioned to

the role of Chief Commercial Officer, aligning

with our strategic ambitions and the need for

strong commercial leadership. Simon’s extensive

knowledge and experience within the Group made

him the ideal candidate for this role.

I am proud of how the Board and executive

management team have navigated this period of

significant change, managed short-term market

pressures and clearly outlined our new strategy

and medium-term goals. The Group has remained

disciplined and agile throughout the year and is

well-positioned to capitalise on a market recovery.

Performance and results

The Group’s trading performance has remained

resilient despite the backdrop of challenging

macro-economic and market conditions. Group

revenue for the year ended 31 December 2024

was8 per cent lower than the prior year at £619.2

million (2023:£671.2 million). The Group’s adjusted

profit before tax was 2 per cent lower than the prior

year at £52.2 million (2023: £53.3 million),

representing a margin of 8.4 per cent (2023: 7.9 per

cent). Adjusted earnings per share was 16.0pence

(2023: 16.7 pence), and earnings pershare on a

statutory basis was 12.3 pence (2023:7.4 pence).

The Group’s balance sheet strengthened further

during the year, with net debt on a pre-IFRS 16 basis

reducing by £39 million to £133.9 million (2023:

£172.9 million), reflecting the strong actions taken

to manage cash and capital. Marshalls continues to

be strongly cash generative, and wemaintain good

headroom against our bank facility and covenants.

Further detail on the results is set out on pages 8

and 9 of the Chief Executive’s Statement and pages

50 to 53 in the Financial Review.

Dividends

The Group maintains its dividend policy of

distributions covered twice by adjusted earnings.

The Board has proposed a final dividend of

5.4pence per share which, together with the interim

dividend of 2.6 pence, would result in a payout

in respect of 2024 of 8.0 pence per share (2023:

8.3 pence). This is in line with the Group’s policy

and represents a year-on-year reduction of4per

cent driven by lower operating profit andahigher

effective tax rate, partially offset by lower finance

costs. The dividend will be paid on 1 July 2025

to shareholders on the register at the close of

business on 6 June 2025. The shares will be

marked ex-dividend on 5 June 2025.

Vanda Murray OBE

Chair

Chair’s Statement

Summary

• Resilient performance despite challenging

macro-economic and market conditions

• Group revenue 8% lower than prior year at

£619.2 million and adjusted profit before tax

2% lower at £52.2 million (reported profit

before tax £39.4 million)

• Strong balance sheet with net debt

reducingby £39 million to £133.9 million

(2023: £172.9 million)

• Final dividend proposed of 5.4 pence

pershare

• Successful leadership transition, with

MattPullen established as Chief Executive

• ‘Transform & Grow’ strategy provides

foundation to realise the Group’s

growth potential and deliver on clear

medium-termtargets

• Ongoing leadership of ESG governance

andstandards

Do the right things

• We have high standards

• We deliver market leading quality

toourcustomers

• We strive to meet the needs and

expectations ofourcustomers

• We are continually developing the

businessand ourpeople

For the right reasons

• We consider the long-term impact of every

decision wemake

• We are guided by strong principles

• We operate in the most ethical

andsustainable way

• We take responsibility for every action

In the right way

• We set clear expectations

• We anticipate and embrace change

• We put people, communities and the

environment first

• We work as a team to proactively

proposesolutions

X Stakeholder engagement page 27

THE MARSHALLS WAY

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 6

Chair’s Statement continued

‘Transform & Grow’ strategy

Our new ‘Transform & Grow’ strategy is the result

ofseveral months of intensive and rigorous work

bythe Board and executive management team.

Central to our strategy are our customers, who

value the unique set of capabilities that are

common across all our businesses: leading brands;

best-in-class technical and design support; and

strong reputation for carbon leadership. These

capabilities are supported by our commitment

to business-wide excellence, leadership in ESG

standards and governance, and the development

ofour people, organisation and culture.

At our capital markets event, we shared details

of our medium-term goals, our new business unit

operating model, and how this strategy will be

delivered through our two brand powerhouses:

Marshalls Landscaping and Marley Roofing,

and our three growth engines: Viridian Solar,

Marshalls Bricks & Masonry and Marshalls

WaterManagement.

Environment

We are committed to minimising our environmental

impact, with a key focus on reducing our greenhouse

gas (“GHG”) emissions to net-zero. Wehave now

integrated Marley and Viridian Solar into our

plan and established near and long-term targets,

which have been approved by the Science Based

Targets initiative (“SBTi”). Our near-term goals

include reducing absolute Scope 1 and 2 GHG

emissions by 50.5% by 2030 and absolute Scope

3 GHG emissions by 37.5% by 2033, based on

a 2018 baseline. These revised targets commit

us to achieving net-zero emissions across our

value chain by 2050. This is a crucial step for us,

as we recognise the significant role we play as a

manufacturer in reducing our carbon footprint.

Social

As a responsible business, we adhere to the

principles of the United Nations Global Compact

in the areas of human rights, labour, environment,

and anti-corruption, as well as the UN’s Sustainable

Development Goals (“SDGs”). Our commitment

to being a good employer prioritises the health,

safety, and wellbeing of our people, and we uphold

human rights both domestically and internationally

within our supply chain. We are proud to be a Living

Wage employer and to hold the Fair Tax Mark,

reflecting our transparency in tax matters. This

year, we have continued to make progress on our

talent development programme, including our focus

onEarly Careers apprenticeships.

Governance

Our Corporate Governance Statement on pages

68 to 82 reaffirms our commitment to the highest

standards of corporate governance, fully complying

with the UK Corporate Governance Code. After

operating our new ESG Committee at the Board

level for over a year, we have introduced an ESG

Committee Report, available on pages 91 and 92.

This report outlines our ESG governance structure,

and the key issues addressed by the Committee

in 2024. The ESG Committee’s agenda has

evolved to align with our strategic pillar of carbon

leadership and our commitment to leadership in

ESG governance and standards. Our ESG Steering

Committee sets our ESG strategy and objectives,

while our ESG delivery team manages the day-to-

day activities that support these goals.

Additionally, our Stakeholder Engagement section

on pages 27 to 31 details how the Board engaged

with both internal and external stakeholders

throughout 2024.

Board changes

Matt Pullen was appointed to the Board on

8January 2024 as Chief Executive designate and

succeeded Martyn Coffey as Chief Executive on

1March 2024. Simon Bourne became the Group’s

Chief Commercial Officer in May 2024, having

previously served on the Board as Chief Operating

Officer. Simon continues to retain responsibility for

the Group’s operations in his new role and remains

on the Board.

Our people

It is a privilege to serve as your Chair, and

Icontinue to view our people as a core strength

of our business. The Group has demonstrated

great resilience and adaptability throughout

2024, deserving of recognition. On behalf of the

entire Board, I extend my heartfelt thanks to all

our colleagues for their dedication, hard work,

and loyalty to Marshalls. These qualities instil

confidence in the Board regarding the Group’s

abilityto achieve its strategic objectives.

Outlook

The Board expects a market recovery later this

year which should strengthen progressively. This

confidence is underpinned by the Government’s

ambition to reinvigorate new house building and

to invest in developing the nation’s infrastructure

alongside further likely cuts to interest rates. The

Group is well placed to leverage this recovery

through its diverse portfolio of businesses, as

evidenced by the encouraging performances in

Roofing and Building Products which currently

deliver 80 per cent of profits, and the benefit of

operational leverage.

This strength will be further bolstered by an

improved performance in Landscaping Products,

profitable growth through the execution of the

‘Transform & Grow’ strategy, and capitalising on

a market recovery. The Group is well positioned

to respond swiftly to improving activity levels as

key end markets recover and the Board remains

confident about delivering a material increase in

profitability and returns over the medium term.

Vanda Murray OBE

Chair

17 March 2025

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 7

OUR VALUES

Act with courage

• We take responsibility for everyaction

• We get things done

• We learn from experiences

• We challenge and feed back

Shape the future

• We champion our customers

• We initiate and embrace change

• We consider the long-term impact of our decisions

• We develop diverse teams

Inspire with clear purpose

• We are proud and passionate

• We share and celebrate success

• We continuously improve

• We create clarity of expectations

Win together

• We work as one Marshalls team

• We respect everyone

• We propose solutions

• We value development

Chief Executive’s Statement

The Group’s adjusted operating profit was

£66.7million, down 6 per cent (2023: £70.7 million),

reflecting weaker end markets that pressured

demand and pricing, particularly in Landscaping,

reducing profitability. However, management

actions in 2023 to reduce costs and capacity

partially offset these impacts. The adjusted

operating profit margin for 2024 was up 30 basis

points at 10.8 per cent (2023:10.5 per cent).

Adjusted profit before tax reduced by 2 per cent

to£52.2 million (2023:£53.3 million).

Reported operating profit for the year was

£53.9million, including adjusting items totalling

£12.8 million (2023: £29.7 million), detailed on

pages 20 and 51. Reported profit before tax was

£39.4 million, including £12.8 million in adjusting

items (2023: £22.2 million).

Cash management actions in the weaker economic

environment reduced pre-IFRS 16 debt by £39.0

million to £133.9 million (2023: £172.9 million).

TheGroup’s balance sheet further strengthened,

with pre-IFRS 16 net debt to adjusted EBITDA

at1.5times as of 31December 2024 (2023:

1.9times), driven mainlyby lower net debt.

X Further details on the performance of the Group’s

reporting segments are provided on pages 21 to 23

‘Transform & Grow’ strategy

In my initial months as Chief Executive, my focus

was to deeply understand the Group and immerse

myself in our culture. I spent time with our

leadership teams across our businesses, visited

numerous sites to engage with colleagues, and met

key stakeholders, including investors, customers,

and suppliers.

Guided by our new purpose,

‘Building Tomorrow’s World’, our

‘Transform & Grow’ strategy

provides a foundation to fully

leverage the strengths of our

diverse portfolio and realise our

growth potential.

Overview

Marshalls has performed resiliently despite

challenging market conditions, thanks to strategic

self-help initiatives and stringent cost management.

Our focus on cash flow has led to strong cash

conversion and reduced net debt, and we are

optimistic about the improving macro-economic

environment and the new Government’s pro-

construction policies.

Marshalls has evolved from its heritage in

landscaping into an increasingly diversified group

of businesses with a more balanced and resilient

exposure to our end markets. Guided by our

new purpose, ‘Building Tomorrow’s World’, our

‘Transform & Grow’ strategy provides a foundation

to fully leverage the strengths of our diverse

portfolio and highlights significant opportunities

for outperformance and profitable growth in the

medium term.

Performance and results

For the year ended 31 December 2024,

Grouprevenue was £619.2 million, down

8per cent (2023:£671.2 million). This decline

reflects reduceddemand from housebuilders

and ongoingsubdued activity in housing RMI,

affectingall the Group’s reporting segments.

Matt Pullen

Chief Executive

Summary

• Resilient performance despite challenging

macro-economic and market conditions

• Group revenue 8% lower than prior year at

£619.2 million and adjusted profit before tax

2% lower at £52.2 million

• Focus on cash flow has led to strong

cashconversion, reduced pre-IFRS 16

netdebt by£39 million to £133.9 million

(2023: £172.9 million)

• ‘Transform & Grow’ strategy provides a

foundation to fully leverage the strengths

ofour diverse portfolio and realise our

growth potential

• Investing in nurturing and continuously

developing our talent and embedding a

positive high-performance culture

This comprehensive induction laid the groundwork

for a detailed and intensive strategy review,

conducted in collaboration with the Board and

senior leadership team. Supported by strategy

consultants, we undertook extensive market

research and analysis of our end markets,

customers, and competitors to fully grasp the

valuepropositions of our businesses and brands.

This provided clarity on the strategic choices

needed tounlock the Group’s growth potential.

The main tenets of our new ‘Transform & Grow’

strategy were presented at our Capital Markets

Event on 19 November 2024, which was well

received by the market and, most importantly,

byour colleagues.

Our Group’s strategy is driven by our new purpose,

‘Building Tomorrow’s World’. For over a century,

Marshalls has shaped our environment, with

our brands and solutions creating resilient and

beautiful spaces where communities thrive.

Withdecades of expertise, a pioneering spirit, and

a deep commitment to care, we craft environments

thatinspire today and endure for generations.

Our strategy aligns with key drivers that will

influence the built environment in the coming

years,positioning Marshalls to leverage long-term

growth opportunities related to climate change

andnear-term structural and regulatory tailwinds.

Placing our customers at the heart of our new

strategy, we aim to align the Group’s portfolio

towards those who value our unique capabilities,

leading brands, best in class technical and

design support, and strong reputation for carbon

leadership. These strengths are underpinned

by our commitment to business excellence,

leadership in ESG standards and governance,

and the development of our people, organisation,

and culture.

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 8

At our Capital Markets Event, we outlined

our medium-term goals, new business unit

operating model, and how our strategy will be

executed by repositioning our portfolio into two

brand powerhouses: Marshalls Landscaping

and MarleyRoofing, and three growth engines:

ViridianSolar, Marshalls Bricks & Masonry,

andMarshalls Water Management.

Our two brand powerhouses, with their leading

market positions, will drive sustainable growth

in the medium term. Marshalls Landscaping will

leverage its national specification-driven model to

outperform the market by one to three per cent,

whileMarley Roofing will continue to drive sector

leadership in the roofing industry, outperforming

themarket by one to two per cent.

Through our three growth engines, we aim to

achieve higher market outperformance rates.

Viridian Solar will capitalise on energy transition

trends and the adoption of solar to grow eight

to twelve per cent above the market. Marshalls

Water Management will tap into growth from

water and commercial infrastructure investments,

outperforming the market by four to six per cent.

Marshalls Bricks & Masonry will drive the adoption

of lower-carbon concrete bricks in housebuilding,

aiming for eight to twelve per cent market

outperformance.

We are confident that our ‘Transform &

Grow’ strategy will create greater value for all

stakeholders, positioning the Group for market

recovery and supporting growth ahead of the UK

construction market as structural underinvestment

in key end markets is addressed.

The Board’s actions to manage the current cyclical

downturn are expected to support a recovery of

operating margins and ROCE to around 15 per

cent as markets and volumes recover, benefitting

from our operational leverage. The Board targets

converting 90 per cent of EBITDA into operating

cash flow over the medium term, focusing on

capital allocation priorities.

X Further details on our ‘Transform & Grow’ strategy are

set out on pages 13 and 14

Chief Executive’s Statement continued

Our business in 2024

Despite the challenges in our end markets

throughout 2024, it has been encouraging to see

strong performance from our roofing businesses.

Viridian Solar has benefitted from the increasing

adoption of solar in new housing, delivering

exceptional growth and returns. Marley Roofing

has continued to demonstrate its leadership in the

roofing sector, returning to growth in the latter part

of the year and maintaining healthy margins.

In Building Products, Marshalls Bricks & Masonry

has managed to grow its market share of facing

bricks despite a very weak new housebuild

market. Marshalls Water Management has shown

significant progress by pivoting from its strength

in new housebuilding to tapping into growth

opportunities in the large water and commercial

infrastructure market.

We have acknowledged the underperformance

ofour Landscaping business and have taken swift

and significant actions to improve performance.

These measures are expected to gain traction

aswe move through the next year.

Our people and culture

Our people are at the core of our business,

essential for driving growth through an inclusive,

high-performance culture. Key to this has been

the formation of our senior leadership team,

‘Momentum’, comprising around 60 leaders and top

talent. This team, with its diverse skills, capabilities

and experience, is pivotal in driving positive change

and exemplifying the behaviours that underpin our

culture. It has played a crucial role in shaping our

new purpose and strategy, and we have invested

significant time in leadership development together.

Unlocking our potential for growth and value creation

Where we are today

Increasingly diversified group of businesses beyond its heritage in landscaping with:

Where we are going

Group with strategic clarity and ambition, known for:

Portfolio of

strong brands

in its existing

markets

Reputation for

leading in ESG

Strength in

operational

excellence,

national

manufacturing

scale and

operational

leverage

Good customer

relationships

Knowledgeable

and passionate

people

Hybrid

Group

operating

model

Leading brands

delivering

pioneering

systems

and solutions

ESG and carbon

leadership

Realising the

synergies and

operational

leverage of

our national

manufacturing

and logistics

network

Powerful

customer

partnerships

High-

performance

culture that

realises the

potential of

its people

Business

unit focused

operating

model

We continue to nurture and develop our talent

through our leadership development programme

with Cranfield University, investing in apprenticeship

programmes across the Group, and embedding

operational excellence and frameworks to support

our growth agenda. It’s also pleasing to see the

ongoing engagement and improvements in our

approach to health, safety and wellbeing across

theentire Group.

Engaging with colleagues remains a

priority. Wewillbuild on the success of our

Employee VoiceGroup network and invest in

a new communications platform to enhance

engagementwith all our colleagues.

I want to extend my thanks to all my colleagues at

Marshalls for their warm welcome as I stepped into

the role of Chief Executive, and more importantly,

for their hard work, commitment, and positivity

over the past twelve months. With our new strategy

in place, I look forward to working with everyone

to realise Marshalls’ potential and drive our future

success together.

Matt Pullen

Chief Executive

17 March 2025

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 9

all stakeholders of our progress as we implement our

new ‘Transform & Grow’ strategy.

How dependent is the new strategy

on the Government’s “promised”

infrastructure spend?

I wouldn’t use the word “dependent”, as we will drive

growth in each of our business units regardless.

However, there is no doubt that this growth

will be strengthened by increased Government

spending. We are encouraged by the Government’s

commitment to investing more in the nation’s

infrastructure and its ambition to significantly

increase the number of new homes built during this

parliament. Like many others in our sector, we are

eager to hear more details about these plans.

How dependent is delivery on winning

new customers?

We have a strong history of forging important

relationships and partnerships with key

stakeholders at all levels of the value chain, and our

senior management team, which has been further

strengthened by recent appointments, is extremely

experienced in this area.

Landscaping remains an important part

of the more diversified Group; what

actions are you taking to turn around

the performance of this business?

Our Landscaping business has faced challenges

during the current economic downturn. We

understand the reasons behind this and, in

June last year, implemented a comprehensive

improvement plan:

• Strengthen leadership and realign organisation

• Develop commercial and operations excellence

capabilities

• Portfolio simplification and operational efficiency

• Build long-term strategic customer and supplier

partnerships

Q&A with Matt Pullen

Matt Pullen

Chief Executive

Chief Executive’s Statement continued

What have been your first impressions

of Marshalls since being appointed?

Since I joined Marshalls last January, I have been

hugely impressed by the remarkable strength of

our team, our capabilities, and our culture. It’s clear

that we have a core of talented, knowledgeable and

experienced leaders, supported by colleagues who

are passionate about building a successful business.

This strength, combined with our portfolio of brands

with enviable market market leading positions, has

only reinforced the significant growth potential I

can see for the Group over the medium term. These

qualities have been particularly evident this year, with

the team delivering a resilient performance despite the

challenging market conditions.

What are the highlights from your time

as Chief Executive so far?

Whilst it has been a challenging period for the industry,

we have used this time wisely, having implemented a

comprehensive strategy review to ensure we are well

positioned to drive outperformance and capitalise on

market recovery. I am pleased with the progress that

we have made this year, and I look forward to updating

We anticipate these measures will start to take

effect in 2025, leading to significant improvements

in our Landscaping performance, driving revenue

and market share growth in our target segments

and enhancing profitability.

What gives you confidence in delivering

a medium-term market outperformance

of up to 4 per cent at the Group level?

The combination of our leading brands, national

scale and the expertise within the Group positions

us incredibly well to deliver this growth, particularly

as our solar, water management and bricks

business units have plenty of headroom to grow

share and will benefit from fast growing attractive

markets that will benefit from the long-term growth

drivers associated with climate change and nearer-

term regulatory and structural tailwinds.

How do you see the debt position

evolving over time?

We have been very successful in reducing net debt

in the last couple of years as demonstrated by the

£39.0 million reduction in pre-IFRS 16 net debt

reported in this year. Balance sheet deleveraging

continues to be a key part of our strategy in the

medium term. However, in the short term we expect

net deleveraging in 2025 to be modest. In the

medium term, we expect to see strong growth in

free cash flow with improving profitability, consistent

conversion of profit into cash and normalised capital

expenditure. We are targeting to operate in the

range of 0.5 times and 1.5 times, which we believe

provides the right degree of balance sheet flexibility.

What would you say to the employees

across the business regarding their

importance to the Group and delivery

ofthe ‘Transform & Grow’ strategy?

The success of our ‘Transform & Grow’ strategy relies

on the dedication and passion of our people across the

business. Every team, from Marshalls Landscaping,

Marley Roofing, Viridian Solar, Marshalls Water

Management, Marshalls Bricks & Masonry, Marshalls

Mortars & Screeds, to Aggregates, and the centres of

excellence supporting these units, plays a vital role in

driving the overall success of the Marshalls Group.

What percentage of new homes do

you expect to incorporate solar in the

medium term?

We anticipate that solar energy will achieve an 80

per cent penetration rate in new builds, with 80

per cent of these installations being in-roof. This

equates to approximately 64 per cent of all new

builds. We estimate this will create a market worth

around £75 million to £80 million per 100,000

homes built, assuming an average of 2kWp per

house. This projection is based on similar legislation

introduced in Scotland a few years ago. While it’s

challenging to pinpoint the exact timing, we expect

to reach this target consistently within the next

twelve months.

Is the appetite for lower-carbon

bricksincreasing?

Absolutely, it is becoming an increasingly attractive

proposition for a variety of developers, offering

clear growth opportunities as we expand our reach

among existing and new housebuilding customers,

as well as into new regions. This growth is driven by

our excellent range and service offerings, coupled

with our strong lower-carbon credentials, supported

by our products having a carbon footprint that is

around 49% lower on a per tonne basis compared

to clay bricks per the EPDs issued by the Brick

Development Association. Notably, our market

share in facing bricks has risen to almost 7 per cent

over the past few years.

How is Marshalls differentiating

itselfin water management against

itscompetition?

We are the only manufacturer in the UK providing

both above and below ground water management

solutions, with our industry leading concrete

technology reinforcing our strong position in the

sector. Additionally, we have the potential to expand

our current standing to tap into the significant

spending pool and structural AMP8 tailwinds in

the adjacent surface water management and

wastewater segments as well as benefitting from

the increased Government investment in the

nation’s commercial infrastructure.

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 10

Q&A with the CFO and CCO

Developing our

new strategy

Can you provide an overview of how

the different business units fit into the

‘Transform & Grow’ strategy?

Each business unit is integral to driving sustainable

growth under the ‘Transform & Grow’ strategy. As

part of the strategy, we categorised our business

units as the brand powerhouses of Marshalls

Landscaping and Marley Roofing, which are

established and will generate more value for the

Group in the shorter term, and our growth engines

of Viridian Solar, Marshalls Water Management

and Marshalls Bricks & Masonry which, while they

currently contribute less to the Group initially, will

drive higher growth in the medium term.

At Landscaping Products, we are leveraging our

distinctive national model and have implemented a

number of actions to drive performance, which will

enable us to outperform the market by one to three

per cent. Marley continues to perform well, and our

focus is on defending our heartlands and driving

market share in key adjacencies to achieve our goal

of outperforming the market by one to two per cent.

Our growth engines are each uniquely positioned

to benefit from regulatory and market tailwinds.

Viridian will benefit from increasing adoption of

solar within new-build housing and will deliver a

market outperformance of eight to twelve per cent,

while Marshalls Water Management is targeting

higher-growth infrastructure markets, underpinned

by the AMP8 investment cycle, targeting four to

six per cent market outperformance and Marshalls

Bricks & Masonry will capitalise on the shift towards

low-carbon concrete solutions and we are targeting

market outperformance of eight to twelve per cent.

By aligning each business unit to either the market

recovery or structural growth opportunities, the new

strategy will facilitate long-term profitability and

continued value creation, through outperforming the

market by two to four per cent at a Group level.

Our CFO and CCO address the new strategy, including the

rationale, the development process and the outcomes.

Specifically, we expect to deploy growth capex into Water

Management and Bricks & Masonry. Capex in Landscaping and

Roofing will focus on improving efficiency and maintaining our

existing capital base. Wealso expect to deploy capital into

working capital to support the growth of Viridian Solar.

What our customers value about

ourbusinesspropositions

We are increasing our

focus on sustainability;

Marshalls bricks perform

much better in that area.

Director, national housebuilder

Building Tomorrow’s World

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 11

What trends or regulatory changes are

shaping demand across your markets?

Each of our end markets is exposed to regulatory

changes and market trends that will enhance

demand for our products and services. This

includes Part L building regulations which will

increase demand for Viridian Solar products.

Infrastructure projects such as the AMP8

investment cycle, which runs from 2025 to

2030, will provide a boost for Marshalls Water

Management as well as Landscaping. Whereas

a housing market recovery supports all of our

business units. A key component of developing the

‘Transform & Grow’ strategy was ensuring that we

are well positioned to benefit from these external

future growth drivers.

How do you prioritise capital allocation

across the different business units

and what criteria determines where

investment is focused?

We will maintain an agile approach to deploying

capital across the business and continue to focus

on opportunities that generate stakeholder value

and shareholder returns. The strategy is capital-lite

with annual capital expenditure of between £20

million and £30 million, and a targeted return on

capital employed of 15 per cent.

Simon, you were recently Acting MD

forLandscaping; what measures did

youput in place and what are the

effects on performance?

Having identified the core issues behind the

business underperformance, we implemented a

comprehensive improvement plan in June 2024

with the priorities being:

• Strengthen leadership and realign organisation

• Develop commercial and operations excellence

capabilities

• Portfolio simplification and operational efficiency

• Build long-term strategic customer and supplier

partnerships

We are confident that this plan will deliver a

progressive and significant improvement in

performance of the business.

How will the strategy impact cash

conversion and your ability to invest

in growth?

Maintaining strong cash conversion is a key priority,

supported by careful working capital management,

disciplined cost control and an improved balance

sheet position. In 2024, we delivered a £39.0 million

reduction in net debt, which ended the year at

£133.9million. While one-off factors amounting

to £9million will reverse in Q1 2025, we remain

focused on sustained cash flow improvements

through inventory efficiency, receivables

management, procurement optimisation,

anddisciplined capital expenditure.

How important will your people be

to delivering the strategy and what

measures are you putting in place

tosupport them?

We are very lucky to work with incredibly talented,

passionate and experienced people across all

functions and divisions of the business. Our

responsibility, as part of the strategy and separately,

is to cultivate a high-performance culture that

enables our people to realise their potentials,

prioritise their development and drive the business’

market outperformance.

As part of this, we have implemented a

leadership talent development programme and

we are introducing initiatives to boost employee

engagement and continuously prioritising our

teams’ learning and development. Our people and

culture are significant growth drivers.

Q&A with the CFO and CCO continued

What our customers value about

ourbusinesspropositions

Marshalls gets nine out

of ten due to its quality of

product and service level.

On a human level it is a

pleasure to deal with.

Owner, civils groundworker

Building Tomorrow’s World

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 12

Our Strategy

Business excellence

Investing in technology and systems to drive

ouroperationalandcommercial excellence

new apprentices

Leadership in ESG

Commitment to leading in ESG standards and governance as

aresponsible business, guided by the UN Global Compact

Phase 1

of new ERP system implementation in 2024

Great place to work

Investing in our people, organisation and culture

Net-zero

by 2050

Carbon leadership

Commitment to materials innovation and a nationwide

networksupports lower-carbon supplier of choice.

Best-in-class technical

anddesign support

Technical know-how and understanding of the building

standardsof today and tomorrow provide unrivalled

expertiseforcustomers.

Leading brands

Market leading brands andsolutions consistently

recognisedfortheir quality, range and service.

Customers

who value our

unique set of

capabilities

Our purpose: Building Tomorrow’s World

Our strategy: ‘Transform & Grow’

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 13

Marshalls Landscaping Marley Roofing Viridian Solar Marshalls Bricks

&Masonry

Our Strategy continued

BRAND POWERHOUSES GROWTH ENGINES

Marshalls Water

Management

Marshalls Mortars &

Screeds and Aggregates

Drive greater value

from distinctive

national specification

pull model.

Strengthen roofing

heartlands

and drive share in

adjacencies.

Leverage energy

transition tailwinds

to accelerate growth.

Reposition to access

growth and market

headroom in water

infrastructure.

Accelerate concrete

adoption as low-

carbon alternative.

Growth in line with

wider construction

market.

BUSINESS UNIT STRATEGIC IMPERATIVES

Delivering our strategy

Our ‘Transform & Grow’ strategy requires each part of our

business to deliver against core strategic imperatives.

Group centres of excellence

HR, Technical, Legal, IT, Procurement, ESG, Health & Safety BU partners, Shared Services

Group corporate

Execution of overall strategy and performance, effective resource prioritisation and realising synergies

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 14

Near-term growth tailwinds

New housing

• Ambition to build 1.5 million new homes in this parliament

• Equals 8–9 per cent per annum increase in net new housing

• New housing accounts for 45% of our market exposure

Water infrastructure

• Investment in the AMP8 cycle is estimated to be 50 per cent higher

than AMP7

• 3x growth in water infrastructure investment, including surface

water management and wastewater drainage

Energy transition

• Part L is driving adoption of solar

• Future Homes Standard accelerates transition tolow-carbon energy

• Warm Homes Fund and Public Sector Decarbonisation Scheme

• Investment in ageing housing stock

Commercial & Infrastructure

• Government’s capital investment increased to£131 billion in

2025–26

• Rail and road transport networks

• New towns linked to housebuilding

• Clean energy focus

Operating in diverse markets

Our end markets continued to be weak in 2024, but our near-term growth tailwinds are positive

Our Markets

In recent years, the Group has expanded its offering, through both

acquisitions and organically, establishing a strong brand presence

in landscaping, roofing, water management and bricks. Our recently

unveiled ‘Transform & Grow’ strategy will build on this at pace and

further diversify our sector exposure across new build housing,

housing RMI, infrastructure, commercial projects. Not only does

sectordiversification offer protection against market fluctuations,

it also enables the Group to capitalise on opportunities arising from

demand growth, investment and regulatory tailwinds. Moreover,

itwillensure that we will not be reliant on any operating segment.

The Group supplies products to the UK construction market

with approximately 45 per cent of revenues generated from new

housing and around 25 per cent from housing repair, maintenance

and improvement (“RMI”) with the remaining revenues coming

from commercial & infrastructure end markets. According to the

Construction Products Association (“CPA”) Winter Forecast for

2024/2025, the UK construction market contracted by 2.9 per cent

in 2024 with new housing declining at the faster rate of 9.1per cent.

Housing RMI contracted at a similar rate as the wider construction

market, while commercial & infrastructure saw a more modest

year-on-year decline. This weakness impacted all our reporting

segments during 2024, especially Landscaping, which is more

exposed-to the discretionary end of housing RMI. This market

weakness also resulted in a challenging pricing environment due

toa shift in supply and demand dynamics and it was not possible

torecover all input cost inflation that impacted our businesses.

The CPA forecasts growth of 2.1 per cent in 2025, with faster

year-on-year growth in the key end markets of new housing and

housing RMI of 5.1per cent and 2.8 per cent, respectively. This outlook

reflects the recent reductions in Bank of England base rates and the

expectation that this will feed into lower mortgage rates, alongside

improved consumer confidence, supported by real wage growth.

Inaddition, increases in public sector investment in infrastructure

are expected to support growth in demand for construction products

serving these markets. The CPA is also forecasting that the rate of

growth will accelerate in 2026 to 4.0 per cent with a further increase

in-new housing of 7.6 per cent.

CPA forecast – Total UK construction

CPA forecast – New housing

2020

2021

2022

2023

2024E

2025F

2026F

250

200

150

100

£’bn£’bn

15%

10%

-5%

-10%

-15%

-20%

20%

15%

10%

-5%

-10%

-15%

-20%

-25%

Total construction (left-hand scale) Percentage change (right-hand scale)

New housing (left-hand scale) Percentage change (right-hand scale)

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 15

Long-term market trends

We operate in markets exposed to long-term growth drivers associated with climate change.

Low-carbon solutions

The UK is driving towards its net-zero carbon target to tackle climate

change and reduce greenhouse gas emissions and embodied carbon

in the built environment.

Our supply chain and energy teams have worked to procure “green”

renewable electricity contracts across the majority of our sites.

Our national network of sites allows for the lowest-carbon delivery

phase in EPDs (A4).

Opportunity for Marshalls

Innovative Tri-blend mix technology with up to 60 per cent less cement

than traditional mix designs. Pioneering carbon cure technology in

bricks and cement-free technology in our drainage products.

Our market leading capability

Ongoing and active energy management system across all sites to

reduce consumption and increase efficiencies wherever possible.

With over 60 years of experience, Marshalls Bricks & Masonry leads the

way in the manufacturing of lower-carbon bricks and walling solutions.

Marshalls Bricks & Masonry is the UK’s leading concrete bricks producer

with significant market penetration potential in the total brick market.

We have ongoing and innovative low-carbon collaborations with our

current supply chain partners but are also looking, through horizon

scanning, to work with innovative start ups on the next technologies

incarbon reduction.

Green urbanisation

There is an urgent need for green urban spaces that tackle the

challenges of increasing urbanisation through surface water drainage,

greater biodiversity and greater resilience in the built environment.

Opportunity for Marshalls

This is an area of increasing focus for Marshalls Landscaping and one

where we will look to drive market share growth.

Our market leading capability

Marshalls Landscaping has an enviable number one market leadership

position based on 100+ years of expertise and innovative solutions.

The business has unrivalled material R&D and innovation and expert

support through its “Design and Build” programme, alongside the

dedicated “Design Spaces” for clients, architects and designers.

Aligned to the long-term trends around water management and

green urbanisation, Marshalls’ new EDENKERB

is the industry’s first

off-the-shelf raingarden kerb system, creating an easy way to develop

sustainable, biodiverse raingardens to mitigate increasing flood risks.

There is increasing demand for raingardens due to their dual-benefits

of a flood management system that doubles up as an attractive,

biodiverse feature, using plants and soil to retain and slow the flow of

rainwater from surrounding hard surfaces.

Water management and drainage

The need for increased water management and drainage is ever more

important as we experience more frequent severe weather events that

often overwhelm an ageing infrastructure in UK towns and cities.

Opportunity for Marshalls

There is an opportunity for Marshalls Water Management to expand its

offer in the infrastructure market and building on market penetration

potential in the water sector.

Our market leading capability

Marshalls Water Management has a leading market position in

the residential sector with attractive growth opportunities in the

infrastructure sector. Marshalls Water Management is the only UK

manufacturer to offer an end-to-end integrated water management

solution and is an industry leader in concrete technology, all supported

by a well invested nationwide operations network.

Our Markets continued

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 16

Unlocking our potential

Our business model underpins our strategic goal and purpose.

Shareholders

Paid cumulative dividends

of £227 million over the

last decade

Customers

Enhanced customer

experience through digital

transformation, innovation

driven products and a unique

national service proposition

Suppliers

Partnerships to embed

standards and deliver

mutual value

Communities and

environment

Pioneering low

carbon solutions

Active engagement on

modern slavery, diversity

and climate change

Employees

People Strategy and plans

aligned to ‘Transform &

Grow’ priorities

Government and

regulators

Leadership in responsible

practices including Fair Tax

and LivingWage

Source

Our main raw materials are cement, sand,

aggregates and pigments – the majority

of which are UK sourced. We also source

goods for resale from overseas locations,

which principally relates to solar solutions

and imported dimensional stone, and we

maintain dedicated human rights due

diligence.

Manufacture

We have a geographically diverse network

of sites that manufacture our ranges of

concrete, clay, timber and steel products.

We add value through proprietary mix

designs that remove carbon and cost.

Distribute

Our operations are part of a nationwide

network and, therefore, manufacturing

is relatively close to our customers.

Distribution is outsourced to a

leading operator.

Best in class

technical and

design support

Technical know-how

andunderstanding of

the building standards

of today and tomorrow

provides unrivalled

expertiseforcustomers.

Leading brands

Market leading brands

and solutions consistently

recognised for their quality,

range and service.

Carbon leadership

Commitment to materials

innovation and a nationwide

network supports lower-

carbon supplier of choice.

UNIQUE

CAPABILITIES

OUR BUSINESS OUTCOMES

Business Model

Business excellence

Investing in technologyand systems to drive

our operational andcommercialexcellence.

Leadership in ESG governance

Commitment to leading in ESG standards

and governance as a responsible business,

guided bythe UN Global Compact.

Great place to work

Investing in our people, organisation

andculture.

Source

Customers

Manufacture

Distribute

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 17

Key Performance Indicators

A. Revenue (£’m)

£619.2m

(down 8%)

B. Adjusted profit before tax (£’m)

£52.2m

(down 2%)

C. Statutory PBT (£’m)

£39.4m

(up 77%)

D. Adjusted EPS (pence)

16.0p

E. Statutory EPS (pence)

12.3p

F. Adjusted return on capital employed

(“ROCE”) (%)

8.2%

Why is this KPI important?

Delivering sustainable growth is key to the Group’s strategy.

The aim is to outperform the wider UK construction market

by 2–4 per cent per annum in the medium-term.

Why is this KPI important?

Sustainable improvement in profitability is a strategic priority.

Why is this KPI important?

Sustainable improvement in earnings per share (“EPS”) is a

strategic priority.

Why is this KPI important?

ROCE is an important indicator ofthe Group’s ability to

generate a return on the capital it deploys.

Performance

Market conditions have been challenging during 2024,

which has resulted in an 8 per cent reduction.

Performance

Profit has been adversely impacted by weak market

demand, which resulted in lower volumes and weaker price

realisation. This was partially offset by the benefits of cost

and capacity reduction implemented in 2023.

Performance

EPS has been adversely impacted byweaker operating profit

and a higher effective tax charge partially offset by lower

finance costs.

Performance

Adjusted ROCE for 2024 is 8.2 per cent (2023: 8.4 per

cent) due to weaker profitability. ROCE is defined as

EBITA/shareholders’ funds plus net debt.

Links to corporate pillars Links to corporate pillars Links to corporate pillars Links to corporate pillars

Principal risks

• Competitor activity

• Macro-economic and political

• Security of raw material supply/raw material and

labour shortages

• Threat from new technologies andbusiness models

Principal risks

• Competitor activity

• Macro-economic and political

• Cyber security risks

• Security of raw material supply/raw material and

labour shortages

• Long-term impacts of climate change

Principal risks

• Competitor activity

• Macro-economic and political

• Cyber security risks

• Security of raw material supply/raw material and

labour shortages

• Long-term impacts of climate change

Principal risks

• Threat from new technologies andbusiness models

• Macro-economic and political

Risk mitigation

• Close monitoring of trends and lead indicators

• Diversity of business

• Customer centricity

• Digital strategy

Risk mitigation

• Innovation and new product development

• Focus on cyber security controls

• Proactive supply chain management

Risk mitigation

• Innovation and new productdevelopment

• Focus on cyber security controls

• Proactive supply chainmanagement

Risk mitigation

• Digital transformation

• Operational excellence

• Flexible capital structure

• Capital allocation policy

• Active working capital management

Links to remuneration Links to remuneration Links to remuneration Links to remuneration

Stakeholder linkage

• Customers

• Suppliers

• Employees

• Communities

Stakeholder linkage

• Shareholders

• Employees

Stakeholder linkage

• Shareholders

• Government

Stakeholder linkage

• Shareholders

• Employees

Measuring our performance

The Group’s KPIs monitor progress towards the achievement of our objectives.

LTIPAI LTIPAI LTIPAI LTIPAI

73.3

29.2

20.6

589.3

90.4 31.3

13.3

719.4

53.3

16.7

8.4

671.2

52.2

16.0

8.2

619.2

2020 2021 2022 2023 2024

23.7

9.2

8.2

469.5

2020 2021 2022 2023 2024 2020 2021 2022 2023 2024 2020 2021 2022 2023 2024

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 18

* Note for transparency: There has been a significant decrease in Scope 1 and 2 emissions in 2024

for the Marshalls business only. This is predominantly due to the move of our logistics function to

Wincanton part way through the year. We estimate this would be a 14 per cent reduction based on

like-for-like (estimated 27,916 tonnes CO

e).

** 2024 health and safety performance is for the enlarged Marshalls Group and cannotbe directly

compared to previous years.

G. Pre-IFRS 16 net debt (£’m)

£133.9m

H. Adjusted operating cashflow conversion

(“OCF”) (%)

106%

OCF:EBITDA (rolling annual basis)

J. Health and safety (lost time incident

frequencyrate)

2.34

compared with the target benchmark of 2.99**

80%

37,572

91%

36,295

190.7 106%

32,625

172.9

106%

21,673

133.9

2020 2021 2022 2023 2024

49%

37,969

26.9

2020 2021 2022 2023 2024 2020 2021 2022 2023 2024

Key Performance Indicators continued

Why is this KPI important?

Marshalls continues to support aprudent capital structure

and is focused on reducing net debt in the medium term.

Why is this KPI important?

The conversion of profit to cash is key to our ‘Transform &

Grow’ strategy and feeds our capital allocation policy.

Why is this KPI important?

The achievement of our carbon reduction targets is central to

our commitment to our ESG strategy and carbon leadership.

Why is this KPI important?

Marshalls is committed to meetingthe highest health

andsafetystandards.

Performance

Pre-IFRS 16 net debt was £133.9million, a reduction of

£39.0million reflecting cash generation and management

focus oncash management. Leverage is within the Group’s

target range at December 2024.

Performance

Adjusted operating cash flow was106 per cent of EBITDA,

reflecting strong working capital management.

Performance

Our absolute Scope 1 and 2 emissions have decreased by 34

per cent in 2024. Absolute emissions remain well within our

science-based target pathway for the Marshalls business

only. Our new approved science-based targets for the Group,

now including Marley, will be reported against next year.

Performance

In 2024 the lost time incident frequency rate per million

hours worked was 2.34. As part of our integration plan,

we are now reporting health and safety data for the

entire Marshalls Group.

Links to corporate pillars Links to corporate pillars Links to corporate pillars Links to corporate pillars

Principal risks

• Macro-economic and political

• Security of raw material supply/raw material and

labour shortages

Principal risks

• Macro-economic and political

• Security of raw material supply/raw material and

labour shortage

Principal risks

• Long-term impacts of climate change

Principal risks

• Health and safety

• People risks

Risk mitigation

• Close monitoring of trends and lead indicators

• Diversity of business

• Efficient cash and capitalmanagement

Risk mitigation

• Excellent customer serviceand quality

• Customer relationships andbrand value

• Working capital management

Risk mitigation

• Climate site risk analysis

• Market price increases

• Mitigation and adaptation strategy

Risk mitigation

• Embedded culture – The Marshalls Way

• Compliance procedures and policies

• Employee training

Links to remuneration Links to remuneration Links to remuneration Links to remuneration

Stakeholder linkage

• Shareholders

• Employees

• Customers

• Suppliers

Stakeholder linkage

• Shareholders

• Customers

• Suppliers

Stakeholder linkage

• Shareholders

• Employees

• Customers

• Suppliers

• Environment

• Regulators

Stakeholder linkage

• Employees

• Customers

• Communities

• Environment

LTIPAI LTIPAI LTIPAILTIPAI

I. Climate change (excluding Marley) (%)

34%

(actual) decrease in absolute carbon emissions in 2024/14%

(like-for-like)*

Links to corporate pillars

Shareholder value

Sustainable profitability

Relationship building

Links to remuneration

Annual incentive award

Long-term Incentive Plan

LTIP

Organic expansion

Brand development

Effective capital structure and control framework

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 19

Summary of Group Performance

Resilient Group

performance in challenging

market conditions

The Group delivered a resilient performance in challenging market conditions, with the impact partially mitigated

by decisive management actions taken in 2023 and the benefit of its diversification strategy. The Group’s

adjusted results are set out in the following table.

£’m 2024 2023 Change (%)

Revenue 619.2 671.2 (8%)

Adjusted net operating costs (552.5) (600.5) 8%

Adjusted operating profit 66.7 70.7 (6%)

Adjusted net finance expenses (14.5) (17.4) 17%

Adjusted profit before taxation 52.2 53.3 (2%)

Adjusted taxation (11.7) (11.2) (4%)

Adjusted profit after taxation 40.5 42.1 (4%)

Adjusted EPS – pence 16.0p 16.7p (4%)

Proposed full-year dividend – pence 8.0p 8.3p (4%)

Group revenue was £619.2 million (2023: £671.2 million), which is eight per cent lower than 2023. The key

driver of the reduction was Landscaping Products, which reported a 17 per cent reduction, with a progressive

improvement during the second half of the year. Roofing Products delivered four per cent growth, with a strong

second-half performance and Building Products contracted year-on-year by three per cent and was flat in the

second half. Group adjusted operating profit was £66.7 million, which is six per cent lower than 2023, reflecting

the impact of lower volumes and weaker price over cost realisation. This was partially offset by the benefit of

cost savings from restructuring activity implemented in 2023 and improved manufacturing efficiency. Group

adjusted operating margin increased by 0.3 ppts to 10.8 per cent (2023: 10.5 per cent). The adjusted operating

profit is analysed between the Group’s reporting segments as follows:

£’m 2024 2023 Change (%)

Landscaping Products 10.7 21.3 (50%)

Building Products 14.1 12.2 16%

Roofing Products 49.4 44.9 10%

Central costs (7.5) (7.7) 3%

Adjusted operating profit 66.7 70.7 (6%)

Further details of the segmental performance are set out on pages 21 to 23.

Net finance expenses were £14.5 million (2023: £18.8 million and £17.4 million after deducting adjusting items).

These expenses comprised financing costs associated with the Group’s bank borrowings of £12.5million

(2023: £14.7million), IFRS 16 lease interest of £1.7 million (2023: £2.5 million) and a pension related charge

of£0.3 million (2023: £1.6 million and £0.2 million after deducting adjusting items). The reduction in adjusted

net finance expenses in 2024 reflects the impact of the lower-drawn borrowings and the derecognition of HGV

leases under the logistics outsourcing arrangements entered into in the first half of the year.

Adjusted profit before tax was £52.2 million (2023: £53.3 million). The adjusted effective tax rate was 22 per

cent (2023:21 per cent), reflecting the increase in the UK headline corporation tax rate partially offset by the

benefit of a patent box arrangement. Adjusted earnings per share was16.0 pence (2023: 16.7 pence), which

isafour per cent reduction year-on-year reflecting the weaker profitability and higher effective tax rate.

A reconciliation of the Group’s adjusted operating profit to profit before taxation is set out in the following table.

£’m 2024 2023 Change (%)

Adjusted operating profit 66.7 70.7 (6%)

Adjusting items (12.8) (29.7) 57%

Operating profit 53.9 41.0 31%

Net finance expenses (14.5) (18.8) 23%

Profit before taxation 39.4 22.2 77%

EPS – pence 12.3 7.4 66%

Reported profit before tax was £12.8 million lower than the adjusted result at £39.4 million (2023: £22.2million),

reflecting the impact of the adjusting items. On a reported basis, the effective tax rate is 21 per cent. Reported

earnings per share was 12.3 pence (2023: 7.4 pence), which is lower than the adjusted number due to the

adjusting items and their tax effect. The statutory operating profit is stated inclusive of adjusting items totalling

£12.8 million as summarised inthe following table; further details are set out on page 51.

£’m 2024 2023

Amortisation of intangible assets arising on acquisitions 10.4 10.4

Impairment charges, restructuring and similar costs — 18.3

Transformation costs 2.5 —

Significant property sales (1.7) —

Contingent consideration 1.6 1.6

Disposal of Marshalls NV — (0.6)

Adjusting items within operating profit 12.8 29.7

Adjusting items within net finance expenses — 1.4

Adjusting items within profit before taxation 12.8 31.1

Adjusting items in 2024 principally comprise the non-cash amortisation of intangible assets arising on the

acquisition of subsidiary undertakings of £10.4 million (2023: £10.4 million). Transformation costs represent

costs incurred in respect of the ‘Transform & Grow’ strategy. The contingent consideration charge of £1.6

million reflects the Directors’ expectation for the final contingent consideration payment in respect of Viridian

Solar based on the strong performance of that business. This was partially offset by a profit of £1.7 million

generated on the disposal of a former manufacturing site. Details of the adjusting items arising in 2023 are set

out on page 132.

Summary of Group Performance

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 20

43%

44%

26%

30%

Segmental Review

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 21

Landscaping Products derives 44 per cent of

its revenues from commercial & infrastructure,

30 per cent from new housing and 26 per cent

from housing RMI. Revenues generated from

all end markets contracted during the year with

demand being particularly weak in new housing

and housing RMI and some loss in market share.

Revenue contraction of 17 per cent arose from a

combination of lower volumes, pricing pressure in

the market and the disposal of the Group’s former

Belgian subsidiary.

2024 2023 Change

£’m £’m %

Revenue 268.3 321.5 (17%)

Segment operating

profit 10.7 21.3 (50%)

Segment operating

margin % 4.0% 6.6% (2.6ppts)

Segment operating profit reduced by £10.6 million

to £10.7 million. This was driven by the combined

effect of lower volumes on gross profit, weaker

price over cost realisation, and a reduction in

the operational efficiency of the manufacturing

network due to lower production volumes. This was

partially offset by the benefit of cost savings of

around £5million arising from the decisive action

taken in 2023 to reduce capacity to align to market

demand and simplify operating structures. The

fall in volumes together with the impact of weaker

tradingmargins resulted in segment operating

margins reducing by 2.6 ppts to 4.0 ppts.

Drive greater value from the distinctive

national specification pull model

This business has an enviable market

leadership position with a balanced exposure

to end markets and is supported by a well

invested national manufacturing network.

Our strategy is focused on reinforcing our

strong leadership position in our commercial

heartlands, driving share in higher-margin

commercial segments where there is

headroom for growth, and strengthening our

proposition and driving share in residential

segments. This strategy will build on the

near-term performance improvement plans

that will reinforce our winning model: clear

focus on securing specification, building long-

term customer partnerships, reinvigorating

our market leading product portfolio and

optimising the efficiency of our nationwide

manufacturing network. The business is

targeting revenue outperformance of the

widermarket by between one and three

percent a year over the medium term.

Landscaping Products

Key Strategic imperative: Drive greater value from distinctive

national specification pull model

Re-energising the core elements

of our historical success and

winning model

Marshalls Landscaping

This business has underperformed and we

have taken steps to improve its commercial,

operational and financial performance. The

restructuring action taken in 2023 was primarily

centred on cost base reductions and resulted

in a commercial organisational structure that

was unable to deliver our national specification

driven model in an effective way. Having

identified the core issues, we implemented a

comprehensive improvement plan in June 2024

focused on:

• Strengthening leadership and realigning the

organisation

• Developing commercial and operational

excellence capabilities

• Portfolio simplification and operational

efficiency

• Building long-term strategic customer and

supplier partnerships

These actions are gaining traction and have

resulted in a slowing in the rate of revenue

contraction in the second half of 2024. We are

confident that this plan will deliver a return to

revenue growth during 2025 and a progressive

and significant improvement in profitability

from 2026.

Commercial & Infrastructure

New Housing

Housing RMI

% share of Group revenue

% revenue by end market

Segmental Review continued

Building Products comprises the Group’s Water

Management, Bricks & Masonry, Mortars & Screeds

and Aggregates businesses. It generates around

67per cent of its revenues from new housing,

around 4 per cent from commercial & infrastructure,

with the balance being derived from housing RMI.

Revenue reduced by three per cent to £164.6 million

driven by continued weakness in new housing,

with the second half performance being flat

year-on-year. Water Management revenue was flat

year-on-year, with growing volumes to commercial

&infrastructure end markets offsetting contraction

in new housing. Revenue generated from our Bricks

& Mortars business units contracted year-on-year

but returned to modest growth in the second half

ofthe year, which indicates some improvement

innew housing activity levels.

2024 2023 Change

£’m £’m %

Revenue 164.6 170.1 (3%)

Segment operating

profit 14.1 12.2 16%

Segment operating

margin % 8.6% 7.2% 1.4ppts

Segment operating profit increased by £1.9 million

to £14.1 million, with a much-improved result in

the second half of the year. This profit growth was

driven by improved operational efficiency in Bricks

& Masonry and Mortars & Screeds, together with

the benefit of actions taken in 2023 that reduced

the cost base by around £1.7 million. This was

partially offset by lower gross profit that resulted

from weaker volumes in the first half of the year.

Segment operating margin increased by 1.4 ppts

to 8.6 per cent reflecting the impact of improved

manufacturing efficiency.

Building Products

Key Strategic imperatives: Water Management: Reposition to access growth and market headroom in water infrastructure

Bricks: Accelerate concrete adoption as lower-carbon alternative

27%

29%

67%

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 22

Commercial & Infrastructure

New Housing

Housing RMI

% share of Group revenue

% revenue by end market

Reposition to access growth and market

headroom inwater infrastructure

The business has a leading market position

in residential wastewater and surface water

drainage with a nationwide operations network.

It has a significant opportunity to expand its

customer base in the infrastructure market,

whilst building market penetration potential

in the water sector where investment under

the AMP8 cycle is expected to increase by

50per cent. The business will achieve market

penetration in the wastewater infrastructure

market and meet the needs to housebuilders

for quality water management solutions. It

will deliver this through building the Marshalls

brand in the wastewater marketplace, invest in

strategic marketing to specifiers and invest in

capacity and product extension. The business

is targeting revenue outperformance of the

wider market by between four and six per

cent a year.

Accelerate concrete adoption as lower-

carbon alternative

This business is the market leader in lower

carbon concrete bricks and has a wide product

range and nationwide coverage. It principally

supplies its products into new housing and

has significant opportunity to increase its

market share alongside a cyclical recovery

in housebuilding. The business will target

increased penetration of facing bricks into

national housebuilders in new regions and

further grow its share through a targeted

approach to regional housebuilders. It

will deliver this through brand investment,

strategic marketing, new product development,

increased sales resource and investment in the

conversion of existing assets to manufacture

concrete bricks. The business is targeting

revenue outperformance of the wider market

by between eight and 12 per cent a year.

Marshalls Water Management Marshalls Bricks & Masonry

Roofing Products comprises pitched roofing

products and accessories and roof integrated

solar. Approximately 11 per cent of revenues in

this segment are generated from new housing

and around 42 per cent from housing RMI,

with the balance generated from commercial

& infrastructure end markets. Revenue in 2024

increased by four per cent for the year as a whole

to £186.3 million, with growth of 13 per cent in the

second half of the year. The improved second half

performance was driven principally by Viridian Solar,

which delivered revenue growth of over 70 per cent

during this period, alongside a return to revenue

growth from Marley. Viridian Solar revenues grew

as its market leading products continued to be

chosen by housebuilders as part of their response

to changes in building regulations in England and

Wales that require new housing to achieve higher

levels of energy efficiency.

2024 2023 Change

£’m £’m %

Revenue 186.3 179.6 4%

Segment operating

profit 49.4 44.9 10%

Segment operating

margin % 26.5% 25.0% 1.5ppts

Segment operating profit was £49.4 million, which

was £4.5 million higher than 2023. This increase

was driven by a strong performance from Viridian

Solar, which delivered significant revenue growth in

the second half of the year alongside a disciplined

approach to price realisation. Marley profitability

remained robust during the year, benefitting from

a return to volume growth in the second half of

the year and strong cost management. Segment

operating margin was very strong at 26.5 per cent,

representing a year-on-year increase of 1.5 ppts.

Roofing Products

Key Strategic imperatives: Marley Roofing: Strengthen roofing heartlands and drive share in adjacencies

Viridian solar: Leverage energy transition tailwinds to accelerate growth

Segmental Review continued

30%

47%

42%

11%

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 23

Commercial & Infrastructure

New Housing

Housing RMI

% share of Group revenue

% revenue by end market

Strengthen roofing heartlands and drive

share inadjacencies

Marley is the market leader in pitched roofing.

It has a balanced end market exposure with a

particular strength in social housing RMI and is

supported by a nationwide operations network.

Strategies are being deployed to optimise profit

in its social housing heartland, drive market

share in the larger private housing RMI sector

and leverage its unique full roof offer to increase

market share in private new housing. It will

deliver this through building on its brand position,

investing in specification selling and quality

differentiation, supporting relationship building

with roofing contractors, and leveraging the solar

roof system to meet housebuilder and public

sector housing needs. The business is targeting

revenue outperformance of the wider market by

between one and two per cent a year.

Leverage energy transition tailwinds

toaccelerate growth

Viridian Solar is the market leader in integrated

solar for pitched roofs and principally supplies

its products into new housing. Its products

are widely considered to be the best in class

and customers value its market leading wrap

around service and its leadership in ESG. It

is exposed to a significant regulatory tailwind

(part L of the Building Regulations) that is

resulting in take-up of solar PV in new housing,

which is expected to increase the penetration

of solar in England and Wales from around 10

per cent to around 80 per cent. The business

is targeting to hold significant market share,

whilst the market size increases alongside

increasing sales of its innovative product

range. The business is targeting revenue

outperformance of the wider market by

between eight and twelve per cent a year.

Marley Roofing Viridian Solar

Our Section 172(1) Statement

The Board of Directors of the Company considers that it, both

individually and collectively, has acted in a way that would be most

likely to promote the success of the Company for the benefit of its

members as a whole in the key decisions it has taken during the year

ended 31 December 2024.

Pages 29 and 30 provide details of who our stakeholders are and how

the Board and the business engage with them, and examples of the

influence this has on our strategy, day-to-day business management

and the way the Board makes decisions.

The Board directly engages with our employees and shareholders

throughout the year. This is through well-established mechanisms

for engagement, details of which are set out on pages 29 to 31.

The Board occasionally engages directly with customers on site

visits but, in general, its engagement with our other stakeholders

is mainly indirect. The Executive Directors ensure the Board is kept

fully informed of any material issues with other stakeholders and

how weconsider their interests in our operation of the business

andinthedecisions we make.

The Board also receives presentations and reports from senior

management as part of updates on how the business is progressing

with its strategic priorities and these include stakeholder considerations.

It is through this combination of direct and indirect engagement

that the Board is able to fulfil its Section 172(1) duties and ensures

decision making is driven by a balanced consideration of what makes

us successful and resilient in the short term and sustainable in the

long term.

Although there are established parameters for decisions that

the Boardneeds to approve, the business engages openly and

transparently with the Board, to ensure that key decisions that are

technically outside these established parameters have the benefit

ofthe Board’s knowledge and experience.

In taking key decisions, the Directors of the Company considered

thefactors specified in Section 172(1) of the Companies Act 2006

(the“Act”) including:

S172 Relevant disclosure Reference

The likely long-term

impact of any decisions

The Board sets the Group’s purpose and strategy and ensures they are aligned with our culture and look to the future so that we are Building

Tomorrow’s World by creating Better Products, a Better Workplace and a Better World.

Pages 13, 14 and 69

The annual strategic review conducted by the Board and the senior management team, along with the launch of our ‘Transform & Grow’ strategy

in November 2024, demonstrates the need to ensure we have flexibility in our strategy to balance long-term goals driving our purpose of Building

Tomorrow’s World, with more immediate challenges driven by challenging market conditions. The agility this enables underpins the Group’s future

success, given the cyclical nature of the sector, but does not detract from the Board assessing the stakeholder impact of the decisions it takes.

Pages 13 and 14

The Board’s risk management procedures identify the potential consequences of decisions in the short, medium and long term so that mitigation

plans can be put in place to prevent, reduce or eliminate risks to our business and wider stakeholders. Consideration of risk is integral to, and not

separate from, all business decisions.

Pages 54 to 64

The Board has adopted a clear capital allocation policy, that recognises the guiding principles of security, flexibility and efficiency. Investing in organic

growth opportunities, as part of our ‘Transform & Grow’ strategy, and investments that drive our competitive advantage, focused on leading brands,

best-in-class technical and design support and carbon leadership, underpin the long-term sustainability of the Group. Whilst we will continue on our

path to reduce leverage within our target range, we will also consider bolt-on M&A opportunities which support our strategic goals, demonstrating the

importance of agility and flexibility in the Board’s decision making.

Page 53

Our Section 172(1) Statement

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 24

S172 Relevant disclosure Reference

The interests of the

Company’s employees

Our strategy is underpinned by our people, organisation and culture and we are committed to investing in these as we ‘Transform & Grow’. The

Marshalls Way guides the investments we make that develop our talent, drive colleague engagement and build a high-performance culture.

Page 34

Health, safety and wellbeing within our operations is our top priority, with this being a standing item on the agenda at every scheduled Board

meeting, in addition to an annual review by the Board. Our goal is continuous improvement, with the achievement of annual health and safety

targets being linked to the remuneration of our Executive Directors and our senior management team.

Page 36

The Board monitors culture through our engagement mechanisms, including our EVG which, in addition to being attended by our designated

Director for employee engagement, Angela Bromfield, is regularly attended by other Board and senior management team members. The EVG

has gone from strength to strength as an effective and representative colleague engagement forum. It ensures the Board understands how the

decisions it makes impact our colleagues and our culture.

Page 34

Certain members of our senior management team present the results of our employee engagement survey to the Board, together with details of the

actions being taken to address the feedback received.

Page 34

Angela Bromfield (our designated Director for employee engagement) and other members of the Board and senior management team engage with

colleagues through a number of mechanisms, including the EVG, site visits, mentoring and in relation to specific subject areas where they have

relevant knowledge and/or experience.

Pages 30 and 34

The need to foster the

Company’s business

relationships with suppliers,

customers and others

Working with customers who value our unique set of capabilities is core to our strategy. Nurturing customer relationships by understanding what

drives choice requires purposeful relationship management that is a feature of our success to date. Providing best-in-class technical and design

support and driving carbon leadership in our product solutions in a cost-effective way requires strong supplier relationships that have been built

over a number of years, but also the flexibility to introduce new relationships, like Wincanton, to whom we outsourced a large part of our logistics

requirements in 2024, and with whom we hope to build a long-term partnership.

Pages 13 to 16

Our resilient performance in challenging market conditions during 2024, required regular engagement with our customers and suppliers. Sector-

wide pressure to maintain cost discipline during the current market cycle has reinforced the importance of keeping close to our customers and

suppliers to drive short-term performance and retain flexibility to continue to invest in building long-term relationships.

Page 29

The Group’s strategy is centred on customers who value our unique set of capabilities, with our leading brands, carbon leadership and best-in-class

technical and design support driving this. Operating sustainably and ethically, showing sector leadership, are key to achieving this.

Pages 13 and 17

Our Section 172(1) Statement continued

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 25

S172 Relevant disclosure Reference

The impact of the Company’s

operations on the communities

in which it operates and

theenvironment

Our sustainability journey began more than 20 years ago and continues to evolve. Our ESG strategy pillars, “Better Product, Better Workplace and

Better World” drive our choices and decisions.

Pages 32 to 42

Our ESG Board Committee was established in October 2023 to oversee the implementation of our ESG strategy, which is driven by our ESG

Steering Committee. The Chair, with other Board members and the Chief Legal Officer, engages annually with shareholders through meetings with

shareholder governance teams, most recently in early 2025. Our Chief Legal Officer has responsibility for ESG on a day-to-day basis, with the Board

committed to providing challenge and support.

Pages 32 to 42

Further details of how our ESG strategy and its implementation are governed, measured and controlled are set out on page 72.

Page 72

We have an established materiality matrix based on stakeholder engagement, the SASB Standards for Construction and the UN SDGs. This

supports prioritisation within our ESG programme and was reviewed during 2024.

See the Group’s Sustainability

Report at www.marshalls.co.uk/

sustainability/document-library

The regulatory implications

ofany decisions

Board decisions are taken with the benefit of prior consideration by experienced, well-established, specialist functional teams and with the guidance

of the Chief Legal Officer and Company Secretary.

Where more specialist advice is required, the Board seeks guidance from its professional advisers.

Page 80

The importance of the Company

maintaining a reputation for high

standards of business conduct

The Marshalls Way defines our culture and, together with our purpose of “Building Tomorrow’s World”, drives all our decision making.

Page 27

Our prioritisation of business-wide enterprise excellence, leadership in ESG governance and standards and of our people organisation and culture

underpin our purpose and our strategy, which are, in turn, powered by our ESG commitments and pillars: Better Product, Better Workplace,

Better World.

Pages 32 to 49

Our strategic objectives underpin our purpose and strategy.

Pages 13 and 14

The need to act fairly as between

members of the Company

The Executive Directors engage with shareholders following the publication of our interim and final results (and periodically throughout the year)

and the Board receives detailed, real-time investor and market feedback from the Executive Directors, our brokers and our PR advisers.

Pages 28 to 31

The Chair, the Senior Independent Director (who is also Chair of the Audit Committee) and the Chief Legal Officer met with some of our key

shareholders in early 2025, as part of our annual programme of meetings with shareholder governance teams to ensure their views are reflected in

how we make decisions, operate our business and evolve our strategy.

Pages 76 and 77

Our 2024 AGM provided shareholders the opportunity to ask questions and vote in real time to ensure maximum engagement opportunity.

Page 112

Equality of rights attaching to members ensures we meet the obligation to act fairly between them.

Page 111 and 112

Our Section 172(1) Statement continued

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 26

Stakeholder Engagement

The Marshalls Way

We do the right things, for the right reasons, in the right way

Key

What we do

How we benefit

We generate

value through

sustainable growth

We treat suppliers

fairly, building long-

term relationships

Investment, strategic

guidance and

stewardship

High-quality goods

and services

resulting in products

our customers love

and specify

We deliver valuable

product solutions

We act in support of

the commitments

we make to doing

business responsibly

Customer loyalty,

brand preference and

profitable sales

We see the business

through the lenses

of others

A stretching, exciting,

supportive and

inclusive working

environment

We share knowledge

and sector-specific

expertise

Diverse, talented,

engaged and

productive

colleagues

Government

policy, regulatory

frameworks and

recognition

Shareholders

Communication and dialogue build

confidenceinourpurpose

and strategy with investors

Suppliers

Dynamic dialogue has built a strong supportive

supplierbase which supports our purpose and

whichshares in our success

Customers

Engaging with our customers drives

specificationofourinnovative product

solutionsforthebuiltenvironment

Communities and theenvironment

We have open and honest dialogue,

sharing our goals and progress in

Building Tomorrow’s World

Colleagues

Our two-way dialogue helps Marshalls attract,

developand retain talented people who will help

usachieve our purpose and strategy

Government and regulatorybodies

We engage to build confidence

in how we operate and to support

our continuous improvement

Our purpose: Building Tomorrow’s World

Our strategic goal: To ‘Transform & Grow’ with customers who value our unique set of capabilities

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 27

Our stakeholders

To ‘Transform & Grow’ we need a balanced approach

Stakeholder Engagement continued

Links to corporate pillars

Shareholder value

Sustainable profitability

Relationship building

Organic expansion

Brand development

Effective capital structure and

control framework

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 28

2024 in focus

Delivering our ‘Transform & Grow’ strategy

requires strong governance at Board level, and

throughout the Group.

The Group’s resilience in recent years

demonstrates the Board and management’s

ability to make difficult decisions in the interests

of the long-term sustainability of the Group.

As we look to the future, our governance

structures will guide us in seeking to take

advantage of the diversified portfolio of

businesses that we have worked hard to create.

Market conditions remained challenging

throughout 2024, and although short-term

performance management and cost discipline

remained vital, the Board took the opportunity

during 2024 to invest its time challenging and

supporting a comprehensive “root and branch”

review of the Group’s strategy led by our Chief

Executive, Matt Pullen.

At all times, our decision making has regard

to the interests of our stakeholders. This is

ingrained within our governance processes,

both at Board level and within our businesses.

This balanced approach is what we need to

‘Transform & Grow’.

Section 172(1) of the Act sits at the top of the

Board’s agenda and is considered as part of the

Board decision making process.

The Board prioritises the health and wellbeing of

our colleagues and the safety of our operations.

This guides everything we do.

Our commitment to leadership in ESG

governance and standards (pages 91 and 92)

drives our reputation, our brand and our ability to

attract and retain talented people.

Although 2024 has been another tough year,

the strategic review has evidenced the inherent

strength within the Group’s businesses and its

purpose. Whilst our people and culture have

been tested, the development of the ‘Transform

& Grow’ strategy demonstrates our strength and

resolve in that our people were the architects,

completing the work that supported the review

whilst managing their day-to-day responsibilities.

The Board firmly believes that the decisions

made during 2024 had regard to the interests of

all relevant stakeholders and The Marshalls Way.

The fulfilment of the Board’s duty under Section

172(1) sits alongside its consideration of the

Group’s capital structure, its capital allocation

policy, its internal control frameworks and its

resilience to existing and emerging risks (pages

54 to 64), which have all been reviewed in light

of the Group’s resilient performance during 2024

and our refreshed strategy.

The Board continues to work closely with the

Executive and senior management teams,

providing the challenge and support that only

come where there is transparency and trust.

Importantly, the Board members have all brought

their knowledge and experience to bear in the

key decisions taken by the Group during the year,

ensuring our decisions are informed, thoughtful

and balanced.

We have set out further details of how we engage

with our key stakeholders on pages 29 and 30.

Stakeholder considerations and outcomes for

some of the key decisions made by the Board

during 2024 are set out on page 31.

Marshalls’ stakeholder relationships

We know that the way we run the business and

make decisions in support of our purpose and

strategy are not standalone activities. The way we

choose to operate can impact a variety of different

internal and external stakeholders that may have an

interest in what we do and how we do it. Identifying

these stakeholders is key to how we manage our

interactions, in order to engage both positively

andconstructively.

At the heart of our stakeholder relationships is

anopen and transparent two-way communication

process, which builds trust and confidence. In the

long term, this strengthens our brand, drives loyalty

and generates value for all stakeholders, whether

by operating in a more sustainable way, reducing

our impact on the environment or supporting the

business with long-term capital investment that

drives our growth and shareholder value.

In refreshing our strategy in 2024, we engaged

with many different stakeholders to ensure our

strategic objectives resonate with, and consider the

needs and interests of, the customers, colleagues,

suppliers and communities we work with. The result

is our ‘Transform & Grow’ strategy, which puts

customers front and centre and is underpinned by

our people, organisation and culture.

How we engaged

Our purpose of Building Tomorrow’s

World and our ‘Transform & Grow’

strategy arebestserved through

active engagement with all our key

internaland externalstakeholders.

Stakeholder Engagement continued

How we engage

Business engagement

• Extensive engagement, as part of our strategic review, including

in support of customer segmentation review

• Our Chief Commercial Officer has re-engaged with all our major

customers since his appointment during the year, ensuring we

continue to reflect their needs in how we operate

• Engagement with a panel of our registered installers, seeking

its feedback as we evolved and relaunched our installer

scheme, ensuring it serves our mutual interests

• Our Chief Executive has met with key customers throughout

the year, supporting the Chief Commercial Officer

• Customer engagement with our Momentum Team, building

adeeper understanding of what drives purchasing decisions

and loyalty

• Engagement as part of our website redesign, establishing

a clear understanding of how we can maximise customer

engagement with the channel

• Continue to seek quantitative and qualitative feedback

from customers, with a programme of activity supporting

improvement opportunities that drive long-term loyalty

• Service level agreements and quality standards in customer

agreements

• Design and engineering support for specifying customers

• Training and sharing knowledge with customers, e.g. on our

products and greenwashing

Board engagement

• Board receives regular updates on commercial performance

and customer engagement from the Chief Commercial Officer

• Board has visibility of key customer performance indicators

• Participation in our strategic review which had customers at its

heart

Links to corporate pillars

Business engagement

• Centralised Group procurement (with an integrated team across

Marshalls and Marley) enables optimal buying power, risk

management and strong relationships with all core suppliers

• Effective, regular and honest communication with suppliers,

underpinned by a Code of Conduct, Procurement Policy and

other core Marshalls’ policies

• Procurement strategies determined by external market

dynamics. These include transparent, formal and proportionate

tenders and robust but fair negotiation processes

• Contracts agreed on mutually beneficial terms aligned to

internal policies and all applicable laws

• Procurement decisions made on the basis of the delivery of

total value. This considers (but is not limited to) the end-to-end

supply chain including inbound and outbound logistics, materials,

manufacturing processes and efficiency, network design,

packaging, indirect costs, quality, service and ESG considerations

• Supply chain risk mapping processes and regular audits of the

highest supply risks underpinned by a Supplier Relationship

Management (“SRM”) system

• In-person visits to certain key overseas suppliers in high-risk

supply chains seeking assurance over the manufacturing

environment from both a technical and ethical perspective and

supported by an external auditor where necessary

• SRM system as a single source of all supplier data, increasing

supply chain transparency

• Strategic partnerships with NGOs, governmental institutions,

ethical regulators and charities

Board engagement

• The Chief Commercial Officer reports to the Board on our

engagement and relationships with key suppliers

• Supply risk incorporated into biannual Group risk reviews

• Board approval of material new or renewed agreements with

suppliers, underpinned by a clear delegation of authority policy

and process

• Feedback reports on supply chain performance and compliance

• Annual consideration and approval of our Modern Slavery

Statement and Group Sustainability Report

• Reports on ethical sourcing to the ESG Committee

Links to corporate pillars

Business engagement

• AGM, Annual Report, trading updates and presentations

• Capital markets event

• Regular phone and video calls, face-to-face meetings, site visits

and investor roadshows

• Investor relations website

• The Chief Commercial Officer and Chief Legal Officer engage

on ESG and sustainability

Board engagement

• The Chair, SID and Chief Legal Officer held meetings with the

corporate governance teams of shareholders in January 2025

• Through regular feedback to the Board by the Chief Executive,

CFO, brokers and PR advisers, particularly following key

reporting events, for example our half-year and full-year results

• The Chair and Diana Houghton attended our capital markets

event last November, with the rest of the Board receiving

feedback on the event

• Investor site visits

• Regular dialogue and correspondence (e.g. in relation to

policymatters)

• At the Company’s AGM

Links to corporate pillars

Shareholders CustomersSuppliers

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 29

Stakeholder Engagement continued

How we engage continued

Colleagues

Business engagement

• Regular dialogue with Government, regulators and

industry groups

• Active membership of the Construction Products

Association and Mineral Products Association

• Effective and clear policies against bribery and the

elimination of modern slavery with training for staff and

business partners

Board engagement

• Board provides direction to the support of the UN Global

Compact’s principles, and policies relating to modern

slavery and anti-bribery

Links to corporate pillars

Government and regulatory bodies

Business engagement

• Validation of carbon reduction targets for the whole

Group, including Marley, by the Science Based Targets

initiative

• Tree planting, biodiversity action plans and quarry

restorationprogrammes

• Site community relations activity

• Fundraising and food donations to charity partner, The

TrussellTrust

• Social value partnerships with further education colleges

• Product donations and employee volunteering

• Engagement with UN Global Compact Network UK

working groups on modern slavery and sustainability

reporting

Board engagement

• Through the ESG Committee, the Board is actively

engaged with the Group’s ESG and sustainability strategy,

including the setting of science-based targets

• The ESG Committee receives regular updates on our ESG

programme and commitments

• ESG measures included within Executive Director

incentives

• The ESG Committee is now an established part of Board

programme

Links to corporate pillars

Communities and the environment

Business engagement

• The Employee Voice Group (“EVG”) represents all business areas and levels

and has evolved with broad representation across the Group

• Engagement through our newly created Momentum leadership group, many

members of which have been instrumental in developing our ‘Transform &

Grow’ strategy

• Training of internal insights facilitators as part of driving a high-

performanceculture

• Regular communication across channels, supporting those employees

working remotely and those without access to Company email

• Using our Leadership Connected forum to support a cascade of key internal

messages throughout the Group

• Chief Commercial Officer and Chief Executive roadshow across our

manufacturing network, engaging with colleagues on current business

issues, providing the opportunity for Q&A

• Development, training and apprenticeship programmes (including

recognition of study completion)

• Continuing to support leadership and talent development programmes

throughout the business, for example through our level 7 apprenticeships

with Cranfield School of Management

• Participation in employee engagement surveys

• Leaders can connect with the elected representatives of our recognised

Trade Unions and, via these, the constituents that they represent

Board engagement

• Board participation in the EVG via Angela Bromfield, our designated Director

for employee engagement, with other Board and senior management team

members attending

• Board site visits

• Board attended strategy review

• Annual reviews of people, talent and Group reward strategies

• Review of senior management team performance, succession planning and

wider talent development initiatives

• Health and safety reviews at every Board meeting, with an annual review by

the Board with our Group SHE Director

• Active engagement in mentoring and coaching, both with our high-potential

colleagues and other specific cohorts within the business, e.g. female

engineers

• Reporting to Audit Committee on “whistleblowing” reported through the

Serious Concerns Policy and our external independent partner, Safecall

Links to corporate pillars

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 30

Stakeholder Engagement continued

Our stakeholders

Shareholders

Customers

Colleagues

Suppliers

Communities and the environment

Government and regulatory bodies

Matter for Board consideration Stakeholder considerations Outcome

2024 strategy review Multiple stakeholder considerations Launch of ‘Transform & Grow’

We carried out a comprehensive

review of the Group’s strategy during

2024, with the support of OC&C

Strategy Consultants (“OC&C”).

Approval of the Group’s strategy

is within the Board’s authority and,

after the fact-finding and data

collation phase of the review, the

Board was engaged throughout, with

OC&C reporting its findings and the

management team then sharing the

proposed strategy for the Board’s

consideration and approval.

This culminated in a full day’s review

with the Board in October 2024

ahead of our Capital Markets Event

in November.

Shareholders: although there was no direct engagement in formulating the strategy,

unlocking growth and future value creation were core considerations throughout.

Shareholders were invited to engage at our capital markets event and we made them

aware we were carrying out this review.

Customers: core to the review were our customers, who engaged to provide their views

on what they value about Marshalls and areas in which we need to develop.

People: organisational culture and design and our capacity and capability to deliver our

growth agenda were all considered. Creating a high-performance culture with aligned

development and reward programmes is fundamental to our success.

Communities and the environment: carbon leadership is a core strategic pillar

underpinned by our commitment to leadership in ESG governance and standards.

Suppliers: achieving our growth targets requires strong, balanced supply chain

relationships that deliver mutual benefit. Our commitment to business-wide enterprise

excellence includes building and maintaining these relationships.

Government and regulatory bodies: our ability to benefit from Government policy and

ambition, particularly on new housebuilding, and from regulatory tailwinds were core to

our strategic review.

Launched ‘Transform & Grow’ at our capital

markets event inNovember 2024.

Engaging our colleagues with the refreshed

strategy during 2025.

Executing our plan during 2025 through our

business divisions, which each have focused

growth plans.

Programme management of strategic

initiatives through our Enterprise Project

Management Office.

Commercial leadership

ofthe Group

Multiple stakeholder considerations Creation of the Chief Commercial Officer

Role and the appointment of Simon Bourne

Our performance in recent years,

particularly within our Landscaping

division, necessitated a review of the

commercial leadership of the Group.

Shareholders: underperformance in our core Landscaping business is driving

shareholder sentiment and impacting confidence. Strong commercial leadership

isrequired to unlock growth and value creation.

Customers: there is a need to reinforce relationships with key customers given

competitive pressures and to evolve our service proposition to meet their needs.

Wemust understand why they value us and aim to over-index on this.

People: more challenging market conditions in recent years and a number of

restructuring exercises have impacted engagement across the Group. Driving

engagement with our strategy and an improvement in Landscaping performance require

capable and motivated teams that feel valued.

Communities and the environment: carbon leadership is a core strategic pillar

underpinned by our commitment to leadership in ESG governance and standards.

Suppliers: a deep understanding of our supply chains and operations supports more

effective commercial decision making. We need to ensure we maximise production

efficiencies and support margin enhancement.

Simon Bourne was appointed Chief Commercial

Officer in May 2024.

Simon’s deep knowledge of the Group’s

operations and customers, and his proven

leadership skills, will support our ability to align

our capacity with demand and meet the need

in the medium to longer term, and to build

greater flexibility into our cost base so that we

are equipped to respond to demand in the most

efficient way, keeping our customers happy and

helping us in“Building Tomorrow’s World”.

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 31

Key Board decisions and stakeholderconsiderations

Sustainability

Dear stakeholder

This is an exciting time for Marshalls. As we’ve

outlined in our ‘Transform & Grow’ strategy, we’re

at a pivotal point in our journey – a point at which

we harness the power of our leading brands and

demonstrate our carbon leadership through our

best-in-class technical and design support. This is

underpinned by our leadership in ESG governance

and standards – something we have prioritised and

championed for more than 20 years.

I am very proud to see Marshalls grow as a

business, showing our stakeholders the progress

we’ve made and the commitment we have to taking

action. Our new strategy is clear and ESG is taking

centre stage – our focus is very much on ensuring

the safety and wellbeing of our colleagues, reducing

our environmental footprint, and making a real

impact to our communities.

Our 2024 ESG highlights

• Clear SBTi-approved Group net-zero target

across all emission scopes by 2050

• Recognised by Financial Times and Statista

as one of Europe’s Climate Leaders for the

third time

• MPA Health and Safety Award for

SaferProduction

• Environmental Product Declarations covering

the majority of our product range

• Less than 1 per cent of our waste goes to landfill

• Celebrating ten years of having the Fair Tax

Mark and being a Living Wage employer

• Social value and apprenticeships programme

focusing on the next generation of

construction industry professionals

• Comprehensive human rights due diligence

programme, including mapping of our solar

supply chain to Tier 7

Leadership in ESG governance

and standards

As a responsible business, we are guided by the

United Nations Global Compact’s principles in the

key areas of human rights, labour, environment and

anti-corruption, along with the UN’s Sustainable

Development Goals (“SDGs”). Our approach to ESG

is underpinned by our ‘Transform & Grow’ strategy,

science-based targets framework and our three

key pillars – Better Product, Better Workplace,

Better World.

Our ESG strategy is driven by our ESG delivery team

with support from the ESG Steering Committee and

oversight from the ESG Committee at Board level.

X ESG Committee Report page 91

Building Tomorrow’s World

Vanda Murray OBE

Chair

Building

Tomorrow’s

World

Better

Product

Better

Workplace

Better

World

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 32

Sustainability continued

Materiality

Review process

Our 2024 materiality matrix is based on the

SASB Standards for Construction and the UN

Sustainable Development Goals, and it’s aligned

to our risk heatmap (see page 55). We have put

in place a documented materiality review process

which outlines that a full review takes place every

three years, with a light touch review in the years

in between.

Having conducted a full review last year, this matrix

has been compiled further to a light touch review in

2024 which looked at the issues that matter most

to our key stakeholders and have an impact on our

business. Using a combination of desktop research

and analysis of industry issues, the matrix was

analysed by the ESG delivery team and reviewed by

the ESG Steering Committee.

Carbon reduction and energy management

Water management

Circularity and waste management

Biodiversity management

Health, safety and wellbeing

Product innovation

Climate adaptation

Sustainable supply chain

Social value

Human rights and environmental due diligence

Anti-corruption and ethics

Diversity and inclusion

Talent and development

Regulatory environment and reporting

Impact on business

Stakeholder interest

Moderate MajorSignificant

Low High

Materiality light touch review process

• Desktop research

• SASB Standards for Construction

• Analysis of ESG and sustainability

reporting standards

• Final review and presentation to ESG

Steering Committee

• Approval from ESG Board Committee

• Publication in Annual Report and

Sustainability Report

• Stakeholder analysis

• Analysis of industry issues

• Analysis of broader ESG issues

2024 review

The matrix we present here is a mitigated position

and is aligned with our Risk Register. Since our

last review, a small amount of changes have been

made to reflect our ‘Transform & Grow’ strategy,

as follows:

• More focus from customers on circularity so a

slight shift for circularity and waste management

• Internal activity on biodiversity means that our

mitigated position has changed, even though it

remains material to the business

• A big shift in product innovation as our strategy

outlines in detail the significance of product

innovation to our priorities

Our materiality matrix is primarily based on financial

impact on the business but has also taken into

consideration stakeholder interest.

Double materiality

Even though Marshalls isn’t in scope for the EU’s

Corporate Sustainability Reporting Directive

(“CSRD”), we are keen to explore a double

materiality approach.

It’s key for us to understand our impact on the

external world and its stakeholders, but equally to

understand their impact on our business.

Our next review in 2025 is due to be light touch, as

per our review process. We will continue to explore

how a double materiality approach might benefit

how we see our ESG priorities.

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 33

Sustainability continued

Our workforce

Our people are at the heart of our business and it is important to us to ensure their safety and wellbeing, along with providing opportunities for growth and development.

Developing careers

• Apprenticeships

• Health and safety training

• Data Academy

• Early Careers

Apprenticeships

At Marshalls, we know our people drive our success

and we are committed to supporting the growth

of our business, people and teams to achieve

shared success.

Our Learning and Development Policy ensures fair,

consistent, and efficient development opportunities.

It guarantees all colleagues receive induction and

refresher training on critical compliance topics,

while production and customer services teams

benefit from skills-based competency frameworks

for structured growth and career progression. Our

apprenticeship strategy supports engineering Early

Careers and addresses key business needs.

In 2024, we expanded opportunities for all

employees, offering qualifications aligned with

strategic skills development.

High-performing culture

• Health and safety

• Diversity and inclusion

• Performance management approach

• Reward and recognition

Diversity and inclusion

We continue to focus on diversity at the point of

hiring and look to ways in which we can broaden

our selection pools and target different cohorts of

recruits.

Our Early Careers cohort is a great example of this,

with nine newly recruited engineering apprentices

in 2024. This brings our total to 21, so we’re well

on our way to achieving our target of 50 new Early

Careers recruits by 2026.

We are also proud to note that the proportion of

women colleagues has increased in 2024 from

16 per cent to 17 per cent, and the proportion of

colleagues aged under 30 has increased from 11

per cent to 13 per cent.

X Remuneration Committee Report page 93

Leadership talent

• Momentum leadership

developmentprogramme

• Insights Discovery training

• Leadership Academy

• Coaching and mentoring

Momentum leadership development programme

Momentum is a new leadership group formed in

2024 to align with the creation of our strategy. The

group has a clear purpose of developing and role

modelling a high-performance culture, building and

delivering the strategy and being the change agents

of the overall transformation.

Made up of around 60 leaders representing the

whole organisation, the group is non-hierarchical

but merit based, with an ambition to accelerate

talent development. The leadership development

programme started with self-discovery, quickly

followed by high-performing team development and

change leadership. We are already cascading all

tools and practices across the rest of the leadership

community and started to develop a common

language by rolling out Insights Discovery to people

managers and team leaders.

Colleague engagement

• Employee Voice Group

• Women’s Network

• Toolbox talks and roadshows

• Health and wellbeing resources

Employee Voice Group (“EVG”)

The EVG meets every two months and is made up

of 20 elected colleagues from different parts of the

business, along with the Unite National Convenor. In

2024, we updated the way we run the EVG process

by setting up site-based and divisional groups.

Members from these groups bring the operational

perspective and feed into the Group-wide EVG so that

it is representative of the whole Marshalls Group.

Angela Bromfield is the designated Non-Executive

Director who represents the employee voice at

Board meetings, with other members of the Board

and Executive Team who rotate throughout the year.

In 2024, six meetings were held with discussions

ranging from CEO updates to input into the strategy,

vision and purpose development, pay, and health

and safety consultations.

BETTER WORKPLACE

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 34

Sustainability continued

2,435

employees (2023: 2,726)

10 years

as a Living Wage employer

168

colleagues in apprenticeship

programmes (2023: 184)

17%

women colleagues (2023: 16%)

34%

of women in leadership roles

(2023: 39%)

£62,829

charitable, community and product

donations (2023: £82,054)

Gender split*

2024 2023 2022

Male 83% 84% 84%

Female 17% 16% 16%

* 2024: male (2,016), female (419).

Disability

2024 2023 2022

No disability 50% 50% 52%

Disability 3% 3% 3%

No disclosure 47% 47% 45%

Ethnicity

2024 2023 2022

White British/White other 78% 80% 80%

Minority ethnic group (Asian, Black, mixed/multiple

heritageor other minority ethnic groups)

2% 2% 3%

No disclosure 20% 18% 17%

Age

2024 2023 2022

Aged under 30 13% 11% 11%

Aged 30–39 25% 25% 24%

Aged 40–49 23% 22% 22%

Aged 50–59 27% 29% 29%

Aged 60+ 12% 13% 14%

2024 highlights

By the end of 2024, we had 168 active apprentices

as well as a cohort of trained Insights Discovery

facilitators who are empowering colleagues to

connect and work together better.

More highlights from 2024:

• Leadership Academy: Supporting leaders

at alllevels to strengthen their leadership

approach.47leaders developed their skills,

while17 graduated, enhancing their decision

making, agility, inclusivity, project management

and finance capabilities

• Data Academy: Twelve colleagues graduated,

with seven more starting the programme

toenhance their data skills for their roles

• Production Academy: Six colleagues began the

Mineral Products Technician apprenticeship,

focusing on concrete production and offering

colleagues pathways for progression and

technical expertise development

Data collection

We continue to collect data from our people, to

give us a true picture of the Marshalls Group. Since

the acquisition of Marley, we have integrated our

reporting for the majority of metrics shown here.

Due to data collection limitations, disability and

ethnicity data applies to the Marshalls business

only. Age data has been collated from different

snapshot dates and categories. Historical data will,

therefore, differ from previous reporting.

BETTER WORKPLACE CONTINUED

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 35

Sustainability continued

Health, safety and wellbeing

Marshalls continues to operate in an environment

where the safety and wellbeing of our people are

key priorities, through the use of strong governance

and procedures.

Our Health and Safety Policy is approved by the

Board and reviewed annually. Our CCO is the Board

Director responsible for the health and safety

performance of the Group.

Marshalls is fully committed to the health, safety

and wellbeing of colleagues and we have clear

objectives in place to demonstrate the progress we

are making.

2024 2023

Group manufacturing/quarry

sites with ISO 45001 for health

and safety management 85% 82%

SHE training hours 24,458 19,259

Note: 2023 training hours are Marshalls business only.

Dynamic decision making

with live data

The launch of Benchmark, our digital

compliance management tool, has enabled us

to use a centralised system to better manage

health, safety and environmental reporting.

Now fully integrated throughout all Marshalls

sites, we have started training Marley

colleagues in preparation for a full rollout to

Marley sites in 2025.

In 2025, we are launching the system with live

data and enabling dynamic decision making

with real-time information. This will not only

bring a consistent approach to managing

the health and safety of our colleagues, it

will also allow us to better monitor trends,

become more agile and trigger improvement

campaigns in a more timely manner.

Our Cromwell Saws site team, based in

Halifax, won the Safer Production award

at the 2024 MPA Health & Safety Awards.

The winning entry was based on the site

team’s implementation of a new process for

identifying cracks in stone prior to cutting it, in

order to ensure it is handled safely.

Prior to the introduction of this process,

there had been a number of near misses and

minor injuries. The site team identified and

implemented a solution which they translated

into videos for colleagues, supporting written

safety operating procedures (“SOPs”). There

have been no further incidents since the

implementation of the process.

Health and safety target met

In 2024, we met our Group combined Lost Time

Injury Frequency Rate (“LTIFR”) target of 2.99, with

an LTIFR of 2.34. The achievement of annual health

and safety improvement targets is directly linked

to the remuneration of the Executive Directors

and senior management, as explained in the

Remuneration Report on pages 93 to 108.

This year we are reporting health and safety data

for the entire Marshalls Group, therefore, there is no

comparison available for previous years.

Our integration of Marley into the Group health and

safety function is now complete, with reporting in

place for the entire Group. Our focus in 2024 was

high-risk activities, with toolbox talks and training

programmes aimed at heightening awareness and

reinforcing controls around those activities that can

have the most devastating effects. We are part way

through the High Risk Activities Programme, having

launched the Confined Spaces and PUWER (contact

with moving machinery) modules in 2024.

We will continue to roll out the remaining modules

throughout 2025/26. Other priorities for 2025

include a three-year rollout programme of IOSH

occupational safety training, launch of Benchmark

live data and a colleague awareness programme.

MPA Health & Safety Award win for

Safer Production

BETTER WORKPLACE CONTINUED

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 36

LANDSCAPING PRODUCTS ROOFING PRODUCTSBUILDING PRODUCTS

Sustainability continued

Our leading brands deliver pioneering systems and

solutions, with a commitment to carbon leadership

and materials innovation. With a nationwide

network, our products offer a solution to projects

seeking to lower their environmental impact.

Our externally verifiedEnvironmental Product

Declarations (“EPDs”), which cover over 80 per cent

of the Marshalls product range, give our customers

comparable information on the sustainability

performance of our products.

Whether it’s our integrated solar roofing system or

our lower-carbon concrete bricks, our innovative

raingarden kerbs or our water management and

drainage systems, we provide solutions that

contribute to Building Tomorrow’s World.

Energy transition

• Bringing energy transition and concrete

technology to patented landscaping

solutions

• In-roof solar PV as an energy efficient

solution that also aligns to changes in

building regulations

Roof integrated solar panels

Viridian Solar’s Clearline Fusion roof integrated solar

PV products bring high-quality installations to both

new build and retrofit applications on pitched roofs.

Pioneering concrete technology

• Innovative concrete designs and finishes

• Paving solutions with a lower carbon

footprint than similar imported stone

products

• Unique Lunar technology in the UK –

concrete paving with granite aesthetics

Tri-blend technology

Our cement substitution programme reduces the

carbon footprint of concrete products. This includes

our Tri-blend powder technology which reduces

cement content in concrete block paving by up to

60 per cent.

Sustainable drainage systems

• Providing water management systems,

from surface drainage and flood defence

to permeable paving, and lower-carbon

technologies into wastewater solutions

• Partnering with universities to research

planting, water flow and filtration rates

• Kerbs designed to intercept, direct and

diffuse surface water into raingardens

Drainage solutions

Marshalls Water Management delivers a

comprehensive portfolio of water management

and flood mitigation solutions, encompassing a

full spectrum of above-ground and underground

drainage systems.

BETTER PRODUCT

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 37

Human rights due diligence

We understand the role of business in creating

a safe and fair environment for workers in our

operations and supply chains. We also know that

modern slavery and labour exploitation are affected

by a complex set of social, economic, legislative and

geopolitical drivers. A tailored approach is required

to address challenges across different regions and

jurisdictions. As a UK-based manufacturer, with

88 per cent of Group spend going to UK suppliers,

we know that decent and fair work principles

start at home.

Our use of temporary labour, which is typically

considered to be a higher ethical risk factor, is

comparatively low in our locations. This is owing

tothe nature of the business; we do not have

seasonal fluctuations, prefer direct employment,

and convert temporary labour to permanent jobs

wherever possible.

The majority of labour agencies we use are

managed by a third-party platform, which carries

out supplier due diligence checks. In 2024, we

reduced the number of agencies on the platform

by68 per cent.

We monitor living wage across our UK supply

chain and are increasing our engagement with

UK-based SME suppliers, to help strengthen their

understanding of due diligence and compliance

requirements.

Sustainability continued

BETTER WORLD

Overseas supply chain

In 2024, we completed our annual assessment of

human rights risk across our overseas supply chain,

covering direct and indirect procurement in more

than 30 countries. Regions of higher human rights

concerns accounted for around 6 per cent of Group

spend and fell broadly into three product lines: solar

panels, ceramics and natural stone. As the majority

of activity in these high-risk categories was in China

and India, they continued to be the focus of our due

diligence activities.

Having worked on anti-slavery and anti-child labour

initiatives since 2005, we are evolving from in-house

assessments towards external verification of supply

chain transparency and the ethical credentials of

our products.

Breakdown of annual spend across

Marshalls Group (snapshot date 1 July 2024)

2024

88%

China

India

Other

Screening

Supplier visits

Onboarding

questions

Second party audits

Enhanced

due

diligence

Independent audits

Risk assessment

by region or category

Supplier improvement programmes

Compliance

monitoring

Online interviews

Tailored Risk

Questionnaire

Engagement with NGOs and local experts

Suppliers in higher risk categories/regionsAll suppliers

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 38

Sustainability continued

X Modern Slavery Statement: www.marshalls.co.uk/modern-slavery-statement

BETTER WORLD CONTINUED

88%

of supply chain spend is in the UK

12%

of supply chain spend is overseas

is with high-risk supply chains

Focus areas

natural stone, ceramics and solar

Viridian Solar supply chain

In late 2024, we started to pilot the XertifiX

certification scheme with Chinese natural stone

suppliers. XertifiX tracks the journeys ofproducts

from quarries to export, assessing social and

environmental conditions at each location.

Wechose the scheme, not only because it

aligns with EU legislation, but because it uses

independent human rights experts with deep

knowledge of the sector. The scheme also

supports participating businesses on five-year

improvement programmes.

In 2024, we also made two visits to existing

and prospective natural stone suppliers in north

India accompanied by an ethical consultant who

interviewed workers and assessed conditions at

all levels of our supply chain, including quarries,

subcontractors, tier one manufacturers and

packaging providers.

The baseline assessments formed the basis of

our commercial and human rights strategy for

India in 2025.

We have continued two major areas of work in

China with our solar roofing business, Viridian

Solar. The first was the progression of our social

audit programme for direct and tier two suppliers,

based on the SA 8000 standard. The second was

tracing our supply chain further upstream. In

2023 we identified all suppliers from tier one to

tier five, the stage where polysilicon is purified.

In 2024, we made two further visits to China for

ESG purposes and have fully mapped our supply

chain to tiers six and seven where raw silicon is

processed and ground to powder.

We were accompanied on our second visit by

an ethical consultant specialising in supply

chain traceability. She assessed the capability

of businesses to meet international

transparency standards.

We continue to work with suppliers to strengthen

their processes. We have now expanded our

supplier agreements, guaranteeing that they will

only source from an approved list of locations

to encompass all tiers of the supply chain from

one to six. This requirement is stipulated in every

purchase order.

Natural stone

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 39

BETTER WORLD CONTINUED

Sustainability continued

Approved carbon reduction targets

We have incorporated Marley and Viridian Solar

into our carbon reduction plan, aligned with a 1.5°C

pathway. Our near and long-term targets for the

Group have been approved by the Science Based

Targets initiative (“SBTi”) and they commit us to

reaching net-zero across our entire value chain

by 2050. This is an important step for us because

we know the role we play as a manufacturer in

reducing our carbon footprint. We want our targets

to be meaningful and for our progress against these

targets to stand up to scrutiny.

Marshalls has a mandatory duty to report annual

greenhouse gas (“GHG”) emissions under the

Companies Act 2006 (Strategic Report and

Directors’ Report) Regulations 2013. We use The

Greenhouse Gas Protocol: A Corporate Accounting

and Reporting Standard (revised edition) and the

Department for Energy Security and Net Zero

published conversion factors (June 2023) to

measure GHG emissions.

Our work is underpinned by our Energy and

Climate Change Policy and 66 per cent of the

electricity we consume as a Group is sourced

from renewable sources. We disclose information

according to mandatory reporting requirements

from Streamlined Energy and Carbon Reporting

(“SECR”), Task Force on Climate-related Financial

Disclosures (“TCFD”) and Climate-related Financial

Disclosures (“CFD”).

Measuring our carbon footprint

We measure our emissions according to the criteria

of the Greenhouse Gas Protocol and we outline here

what the different scopes mean to Marshalls:

• Scope 1 refers to our direct fuel usage, including

diesel, petrol, liquefied petroleum gas (“LPG”),

heating oil, kerosene and natural gas. We

measure this through invoices and site tank

meter readings

• Scope 2 refers to our indirect emissions which is

the electricity we have purchased. We continue

to report our Scope 2 emissions as market based

(using supplier emission factors) and location

based (using Government emissions factors) for

information only.

• Scope 3 refers to supplier emissions and this is

our first year of reporting our Scope 3 footprint

for all appropriate categories

We use an intensity ratio in order to define

emissions data in relation to our business. Having

incorporated Marley into our reporting, we now

report this as tonnes CO

e per 1,000 tonnes of

production.

What does net-zero mean

toMarshalls?

We take our lead from the Science Based

Targets initiative when it comes to what

we mean by net-zero. According to their

Corporate Net-Zero Standard, a company

must set near-term science-based targets

to roughly halve emissions before 2030 and

long-term targets to cut all possible – usually

more than 90 per cent of – emissions before

2050. Once a company has achieved both

these targets, it must use permanent carbon

removal and storage to counterbalance the

final 10 per cent of residual emissions that

cannot be eliminated. A company can only be

considered to have reached net-zero when it

has achieved a minimum 90 per cent carbon

reduction across all emission scopes (versus

its baseline year) and has neutralised any

residualemissions.

Overall net-zero target

Marshalls plc commits to reach net-zero

greenhouse gas emissions across the value

chain by 2050.

Near-term targets

Marshalls plc commits to reduce absolute

Scope 1 and 2 GHG emissions 50.5 per cent

by 2030 from a 2018 base year* and to reduce

absolute Scope 3 GHG emissions 37.5 per cent

by 2033 from a 2018 base year*.

Long-term targets

Marshalls plc commits to reduce absolute

Scope 1 and 2 GHG emissions 90 per cent by

2040 from a 2018 base year and to reduce

absolute Scope 3 GHG emissions 90 per cent

by 2050 from a 2018 base year*.

* The target boundary includes land related emissions

and removals from bioenergy feedstocks.

Net-zero by 2050

We’re committed to minimising our impact on the environment, and key to this is our plan to reduce

our greenhouse gas emissions to net-zero.

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 40

Sustainability continued

Change in organisational boundary

We are reporting carbon and energy consumption and performance

for the enlarged Group for the first time. In order to ensure we are

able to give a meaningful year-on-year comparison, the data we are

reporting has been adjusted as per SBTi criteria and to reflect both

theacquisition of Marley and the move of our logistics from Scope

1 toScope 3 following the Wincanton outsourcing implemented

in the first half of 2024. In doing this, we ensure that our targets

remain credible, comparable and that we are not gaining any carbon

reductions just by moving emissions from one scope to another.

Progress against targets

Progress against our targets over a five-year period is reflected in the

bar charts on this page. The target line shown here is based on our

new science-based targets for the Group. Actual 2024 absolute Scope

1 and 2 emissions are 40,200 tonnes CO

e. However, for transparency

and comparability to previous years, we have reported like-for-like

datawhich dictates that we remove the emissions related to the partial

year of in-house logistics during this transition year and transfer over

to our Scope 3 emissions. Marshalls and Marley historical emissions

performance can be found on page 49.

Whilst reduction in production activity does lead to a broadly

commensurate drop in energy consumption, a combination of

individual fuel type mixes and fixed baseloads does mean this is

not always linear. Our 2024 data is in line with expectations and

ourabsolute emissions remain well within the approved 1.5°C

science-based target pathway.

We only report two years of intensity Scope 1 and 2 emissions data

asMarshalls and Marley previously used different intensity ratios.

These have now been aligned.

Further information on our reporting parameters and methodology can

be found in our Basis for Reporting Guide, available on our website.

X Information on targets page 40

Marshalls Group absolute Scope 1 and 2 emissions Group absolute Scope 3 emissions

This is our first year of reporting our Scope 3 emissions. We have

measured emissions for 11 out of the 15 Scope 3 categories – the

remaining four categories were considered, however, they are not

relevant for our business. Our emissions profile is shown in the pie

chart below, with a clear majority of Scope 3 emissions coming from

purchased goods and services.

Our Scope 3 emissions are now included in our approved carbon

reduction targets. Having undertaken the re-baselining activity in

2023, we have used 2023 actuals to estimate 2024 totals for relevant

categories and taken into consideration changes in production

volumes and the move of our logistics from Scope 1 to Scope 3.

OurtotalScope 3 footprint in 2024 was 546,019 tonnes.

Marshalls Group relative Scope 1 and 2 emissions

12.00

10.00

8.00

6.00

4.00

2.00

0.00

Kg CO

e per tonne of production

2023 2024

60,000

50,000

40,000

30,000

20,000

10,000

Tonnes CO

2020 2021 2022 2023 2024

Scope 1 Target

Scope 2

Cat 1: Purchased goods andservices

436,799 tonnes

Cat 2: Capital goods

7,988 tonnes

Cat 3: Fuel and energy related activities

10,489 tonnes

Cat 4: Upstream transportation anddistribution

78,366 tonnes

Cat 12: End of life treatment ofsold products

9,706 tonnes

Other (Categories 5, 6, 7, 9, 11 and 13)

2,671 tonnes

2024

BETTER WORLD CONTINUED

8.14

7.77

43,675

44,689

42,361

39,059

35,915

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 41

BETTER WORLD CONTINUED

Sustainability continued

Streamlined Energy and Carbon Reporting (“SECR”)

In accordance with the SECR framework, we are reporting annual

Scope 1 and 2 GHG emissions, energy use, five-year trend disclosure

of data, intensity ratios for both emissions and energy, details of

methodology used, and energy reduction activities. We have now

aligned reporting for relative energy consumption.

Group energy consumption

Relative energy consumption

Group self-generated energy from renewables

Energy reduction

Our carbon reduction journey focuses on the goals of mitigation and

adaptation – the actions needed to reduce emissions that cause

climate change and the ways in which we need to manage the risks of

climate change impacts. For Marshalls, this is about working towards

our science-based targets through manufacturing efficiencies, energy

reduction, supplier selection and our product mix design.

We continue to develop our plans to achieve our goals and throughout

2024 made efforts to reduce the energy we use as a business through

adherence to our formal, in-house energy management system. Part

of this process has also been to apply the knowledge we have built

up over many years in carbon reduction to other parts of the Group.

In 2024, we began a programme of carbon reduction activity across

our product ranges, along with our cement substitution and cement

reduction programmes.

Moving forward, we have clear plans to implement measures around

our products, sites and processes, and supply chain. These plans

include developing innovative products that support climate change

mitigation and adaptation, continuing to investigate renewable

energy projects, continuing to engineer high-emissions fuels out

of the business, increasing collaboration and innovation with key

supply chain partners, and working with our group of internal Energy

Champions who drive energy efficiency and improvement at our

manufacturing sites.

This chart shows self-generated energy from the solar arrays

atfourlocations.

Collaborative working

Marshalls has joined the inciner8-2-Net0 project partnership, led

by Akerlof, which focuses on transforming incinerator bottom

ash (“IBA”) into low-carbon construction materials. This initiative

reduces waste and promotes a circular economy, enabling

impactful carbon reduction. By using innovative processes to

stabilise harmful substances in IBA and sequester CO

, this

partnership aims to convert waste into a valuable resource,

reducing landfill reliance and cutting greenhouse gas emissions.

kWh per tonne

2023 2024

60.00

47.46

Approach to ESOS

Marshalls’ approach to the Energy Savings Opportunity Scheme

(“ESOS”) legislation is to submit an assessment every four years,

which calculates total energy consumption across our buildings,

processes and transport. This assessment also helps to identify

areas of significant energy consumption and calculates energy

intensity ratios. Through a combination of direct site observations and

supplier-based observations, we identify and categorise opportunities

which save energy and achieve carbon and cost savings. As part of

our compliance with ESOS, we track our identified and completed

opportunities and submit these as action plans and Annual Progress

Reports. Our ESOS assessment is verified by a certified ESOS lead

assessor prior to submission every four years.

1,200,000

1,000,000

800,000

600,000

400,000

200,000

kWh

2020 2021 2022 2023 2024

209,551

413,449

421,975

583,959

1,051,496

350

280

210

140

kWh (millions)

2020 2021 2022 2023 2024

325.63

321.23

274.39

287.78

219.27

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 42

Task Force on Climate-related Financial Disclosures

Marshalls plc has complied with

therequirements of LR 6.6.6(8R) by

including climate-related financial

disclosures consistent with the

Task Force on Climate-related

Financial Disclosures (“TCFD”)

recommendations and

recommended disclosures.

The climate-related financial disclosures made

by Marshalls plc comply with the requirements

of the Companies Act 2006 as amended by the

Companies (Strategic Report) (Climate-related

Financial Disclosure) Regulations 2022 (“CFD”).

Outlined on the following pages is our 2024 TCFD

and CFD disclosure. We continue to evolve our

disclosures in a phased approach and this year,

we comply with alleleven recommended TCFD

disclosures (in comparison with nineout of eleven

in 2023 and six outof eleven in 2022) and all the

CFD expected disclosures. This isajourney and our

work in this areawill remain a priority.

TCFD and CFD index table

TCFD pillar Recommended disclosure Page reference Companies Act 2006 414CB

1. Governance a. Describe the Board’s oversight of climate-related

risks and opportunities.

Page 44 a. A description of the company’s governance

arrangements in relation to assessing and

managing climate-related risks and opportunities.

b. Describe management’s role in assessing and

managing climate-related risks and opportunities.

Page 44

2. Strategy a. Describe the climate-related risks and opportunities

the organisation has identified over the short,

medium, and long term.

Pages 47 and 48 d. A description of:

i. The principal climate-related risks and

opportunities arising in connection with the

company’s operations.

ii. The time periods by reference to which those

risks and opportunities are assessed.

b. Describe the impact of climate-related risks and

opportunities on the organisation’s businesses,

strategy, and financial planning.

Pages 47 and 48 e. A description of the actual and potential impacts of

the principal climate-related risks and opportunities

on the company’s business model and strategy.

c. Describe the resilience of the organisation’s

strategy, taking into consideration different climate-

related scenarios, including a 2°C or lower scenario.

Page 46 f. An analysis of the resilience of the company’s

business model and strategy, taking into

consideration different climate-related scenarios.

3. Risk management a. Describe the organisation’s processes for

identifying and assessing climate-related risks.

Pages 45 and 46 b. A description of how the company identifies,

assesses, and manages climate-related risks and

opportunities.

b. Describe the organisation’s processes for

managing climate-related risks.

Page 46

c. Describe how processes for identifying, assessing,

and managing climate-related risks are integrated

into the organisation’s overall risk management.

Page 46 c. A description of how processes for identifying,

assessing, and managing climate-related risks

are integrated into the company’s overall risk

management process.

4. Metrics and targets a. Disclose the metrics used by the organisation to

assess climate-related risks and opportunities in

line with its strategy and risk management process.

Pages 47 to 49 h. A description of the key performance indicators

used to assess progress against targets used to

manage climate-related risks and realise climate-

related opportunities and of the calculations on

which those key performance indicators are based.

b. Disclose Scope 1, Scope 2, and, if appropriate,

Scope 3 GHG emissions, and the related risks.

Page 41

c. Describe the targets used by the organisation to

manage climate-related risks and opportunities and

performance against targets.

Pages 40 and 49 g. A description of the targets used by the company

to manage climate-related risks and to realise

climate-related opportunities and of performance

against those targets.

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 43

Task Force on Climate-related Financial Disclosures continued

Governance

2024 progress: Embedding of Board-level oversight

through the ESG Board Committee and ESG

reporting processes

The Board has ultimate responsibility for climate-

related risks and opportunities. The Board

monitors and oversees progress against goals

and targets, including science-based targets for

carbon reduction with direct links to remuneration

and external verification and assurance of

carbon data. Board oversight is through the

ESGBoard Committee, with support from the

ESGSteeringCommittee.

The ESG Board Committee met three times in 2024.

The Committee is due to meet three times in 2025

and will be briefed by the Chief Legal Officer and

Company Secretary on climate-related matters

at every meeting. In 2024, the Audit Committee

was also briefed by the CFO on TCFD and

CFDdisclosure.

X ESG Committee Report page 91

Oversight of revision of carbon

reduction targets

In 2023, our teams worked with the Carbon

Trust to revise our carbon reduction targets in

order to include Marley and Viridian Solar. The

culmination of this work was our submission

and subsequent validation of revised targets

in early 2024 to the Science Based Targets

initiative. The Board, via the Board ESG

Committee, had oversight of the project from

start to finish and was involved in the final

decision making process.

X ESG governance page 72

In assessing and managing climate-related issues,

climate-related responsibilities are assigned

as follows:

• ESG Steering Committee: climate-related issues

form part of the agenda and this committee is

tasked with assessing climate-related issues.

In 2024, the ESG Steering Committee held six

meetings – chaired by the CCO and attended by

Chief Executive, CFO, CCO, Chief Legal Officer and

Company Secretary, and the ESG delivery team,

as permanent members. One of the meetings

was focused on the review of our approach

to climate-related risks and opportunities.

Keyoutput: ESG materiality matrix

• ESG delivery team: this cross-functional team

attends and reports directly to the ESG Steering

Committee and is responsible for the delivery

of the ESG strategy, including working on

climate-related issues in terms of best practice,

regulation, compliance and horizon scanning.

Keyoutput: Sustainability Report

• Group Risk Register: managed by the CFO and

with input from senior leaders, the Risk Register

includes climate change. Meetings are held twice

a year and key points are fed back to the Board

via the CFO. Key output: Risk Register

• Climate Disclosures Working Group (“CDWG”):

this cross-functional group identifies and

examines climate-related issues. Outputs from

the group are fed back to the CFO and ESG

Steering Committee. This group is attended

by senior colleagues from legal, operations,

sustainability, procurement, marketing and

finance teams. In 2024, the group reviewed

climate-related risks and opportunities and was

joined by one more colleague from Management

Systems. Managed by the Head of ESG

Reporting, the CDWG reviews climate-related

risks and opportunities. Key output: climate-

related risks and opportunities in TCFD disclosure

• Sustainability team: this team has the

overall responsibility to manage and monitor

climate-related issues operationally including

incorporating Marley and Viridian Solar into the

environmental roadmap, delivering on science-

based targets for carbon reduction and energy

performance at site level. Key output: verification

of environmental data and product EPDs

• Operations: various teams within the Operations

function contribute to the management of

climate-related risks and opportunities, including

technical (innovation and product cement

reduction programme), marketing (new product

development), Design & Engineering, and Energy

Champions (monitoring of progress against

targets at site)

2025 focus: Integrating management of

climate-related risks with site-level activity and

management systems

Future reporting

Our approach to ESG reporting continues to

evolve. With the potential adoption by the

UK Government of the ISSB Sustainability

Disclosure Standards (“SDS”) as part of the

UK Sustainability Reporting Standards (“SRS”),

we are moving towards a more uniform set

of standards that enables us to disclose

with greater transparency. In 2024, we

started an internal project to identify our own

sustainability reporting path:

• Gap analysis on ISSB S1 and S2, TPT, TNFD

and CSDDD* reporting

• Development of our Carbon Reduction Plan

as a precursor to a transition plan

* International Sustainability Standards

Board(“ISSB”); Transition Plan Taskforce

(“TPT”), Taskforce on Nature-related Financial

Disclosures(“TNFD”), Corporate Sustainability

DueDiligence Directive(“CSDDD”).

Key discussions and

decisions in 2024

Oversight

• Regular monitoring of our progress against

our environmental commitments

• Update to the Board ESG Committee and

ESG Steering Committee on approach to

climate-related risks and opportunities

• Review of opportunities in line with

newstrategy

Strategy

• Update of our Carbon Reduction Plan

• Review of five-year ESG reporting plan

• Started exploring options for implementation

of internal carbon price

Management

• Review of our climate-related risks and

opportunities as part of the work of our

internal Climate Disclosures Working Group

• Review of controls for data collection,

monitoring and reporting

• Alignment of verification of carbon, waste

and water data for the Group

Metrics and targets

• Submission of revised carbon reduction

targets to Science Based Targets initiative –

now including revised Scope 1 and 2 targets,

absolute Scope 3 target and net-zero target

• Review of metrics used for climate-related

risks and opportunities

• Approval of carbon accounting and ESG

software solution

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 44

Task Force on Climate-related Financial Disclosures continued

Strategy

2024 progress: Reviewing risks and opportunities,

and further refining assessment of impact

on business, strategy and how to embed net-

zero commitment into wider financial and

strategic planning

After having set up our internal process to assess

climate-related risks and opportunities in 2023,

we continue to focus on refining our approach.

Our longer-term view to assessing transition

and physical risks is set out here and it outlines

our approach, methodology and outputs. This

is an iterative process which we expect to refine

year-on-year.

As a UK-based manufacturer, our focus for physical

risk of climate change is our direct operations in the

UK. Our future aim is to include the supply chain in

our analysis. For transition risk, we are looking at

each climate-related risk individually and this tends

to take into consideration the whole value chain as

well as our direct operations.

The CDWG reviewed climate-related risks and

opportunities as a result of the work undertaken by

the Carbon Trust to re-calculate our Group carbon

footprint. This process also included a review

oftime horizons, mitigation and internal metrics.

Following the review, a process was set up to

incorporate both quantitative and qualitative

scenario analysis. This built on the work undertaken

in 2023 as an evolution of our understanding of

the impact of climate-related risks on our strategy

and financial planning. This work is still in its early

stages as we develop our approach and will be

further refined in 2025 as we align our processes

toour net-zero roadmap.

2025 focus: Refinement of our environmental

roadmap and more developed scenario analysis

Our approach to assessing transition and physical risks

Transition risk Physical risk

Our objective To better understand how our business is

likely to be impacted by climate change

and how we will need to prepare for a

lower-carbon world

To better understand how physical

climate risk, both acute and chronic,

might impact our operations and/or

our value chain

Our assessment Identification of climate-related risks

via the Risk Register and CDWG, and

assessment of these risks via external

data providers and internal metrics

Identification of material physical

risks via operations and management

systems, through appropriate internal

working groups and assessment of

these risks via external data providers

and internal metrics

Our methodology Use of internal data, industry analysis,

third-party data, climate scenarios, and

external research

Use of internal first hand observation,

climate scenarios, Environment

Agency flood maps, WRI Aqueduct,

and external research

Our outputs Materials risk analysis

Financial quantification of risk based

on internal and external data, and

scenario analysis

Flood maps for at-risk sites

Financial quantification of risk based

on internal and external data, and

scenario analysis

Integration into management systems

Identifying, assessing and managing

climate-related risks

Flood risk review

Further to flooding incidents at some of

our sites in early 2024, a Flood Risk Review

team was set up to look at how we deal with

flooding. Made up of colleagues from property,

finance and operations, the team began the

review by ranking sites according to flood

risk which was compiled using Environment

Agency flood maps and historical evidence of

site flooding. Next steps involved looking at

financial quantification of the risk and building

in capex to ensure we minimise risk moving

forward. Focus for 2025 is to look at a more

detailed analysis of future risk.

Integrate

Risks that have been identified and assessed

to be significant to the overall risk process are

added to the Risk Register

Identify

Climate-related risks are identified by ESG

delivery team, finance, operations and Climate

Disclosures Working Group

Manage

Agreed risks are managed by the relevant

teams, with ESG Steering Committee oversight

Assess

Significant risks are discussed by the Climate

Disclosures Working Group and assessed by

the ESG Steering Committee

Carbon price

We continue to explore our options and

the appropriateness of setting an internal

carbon price across the Group. In 2024, we

formed a working group to develop an initial

proposal which has since been scrutinised

by the Climate Disclosures Working Group

with a view to presenting our findings and

recommendations to the ESG Steering

Committee in 2025. This would set out ways

that an internal carbon price might be used,

for example to inform investment decisions

and ensure that they align with our long-term

carbon reduction goals.

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 45

Task Force on Climate-related Financial Disclosures continued

Risk

2024 progress: Review of risks in light of overall

carbon footprint assessment and review of

opportunities based on new strategy

We have formal ongoing processes to identify,

assess and analyse risks and these are integrated

into the Group Risk Register. Climate change is also

part of the risk heatmap where it is ranked alongside

other risks and, therefore, its significance in relation

to other risks is determined. Existing and emerging

regulatory requirements are considered here.

Having identified our climate-related risks, our process

for managing these risks forms part of the Risk

In 2024, the Risk Register process amalgamated

climate change risks and impacts of weather events

as the work being done in this area internally started

to converge. This did not impact the work of the

CDWG which met four times in 2024 to discuss

the following: climate disclosure sign off, review of

climate-related risks and opportunities, discussion

on carbon price, and climate-related metrics.

Reviewing our approach is now an annual standing

agenda item, while workshops in 2025 will likely

feature discussion on climate transition planning

and expected changes in sustainability reporting

standards.

X Risk heatmap page 55

Management of climate-related

risks at site

In 2024, we began the process of incorporating

climate-related risks into our management

systems, with a focus on key operational sites

identified by production tonnage. Though this

is a work in progress, we have started the

process by identifying key climate-related risks

for our key sites: firstly using external climate

data, to be followed by observational data from

sites. This has been a collaborative effort from

the start, involving the ESG delivery team, site

managers in operations and our integrated

management systems team.

Scenario analysis

When assessing the use of climate scenarios,

our decision was to take a phased approach.

Therefore, last year, our starting point was to apply

different climate scenarios to our physical site

risk for qualitative assessment. Our intention then

was to refine our use of scenarios for site risk and

use scenario analysis more widely for our other

key climate-related risks. This is the approach

we took in 2024 for both transition and physical

risk analysis.

Using data and research from external sources

including Verisk Maplecroft, the Environment

Agency and WRI Aqueduct, we identified a risk

calculation based on risk exposure and the impact

of relevant future scenarios: SSP1 and SSP5. These

scenarios were chosen as they give an indication

of how key risk may change along different

trajectories, from below 2°C (SSP1) to over 4°C

(SSP5). More specifically to Marshalls, SSP1 was

selected to assess the potential impact of our

current environmental roadmap and the likelihood

of increased transition risks, and SSP5 to look at

potential impact of increased physical risks.

As reported last year, our intention was to take

a more granular view of physical risk so we

refined our approach. Again, focus remains on

key operational sites (identified by production

tonnage), but this time we have added historical

first-party data to external climate data to give us

an overall picture of key physical site risk. For our

UK key operational sites, key risk centres around

flooding. We have applied a similar approach to

allother risks.

Qualitative scenario analysis is subjective and

may be subject to change as we mature and

evolve our processes and analysis. We have

made assumptions in our qualitative scenario

analysis and we have also made assumptions and

omissions in our quantitative analysis in order to

focus on materiality and in order not to hinder the

analysis due to unavailability of data. This is not

an exact process and relies on assumptions and

uncertainty and, therefore, will need to be refined

moving forward.

Scenario analysis

SSP1: increased carbon pricing, faster

regulatory activity, transition risks, decreased

physical risks

SSP5: slower regulatory activity, need for

transformation, increased physical risks

Resilience and impact on

FinancialStatements

Our carbon reduction roadmap is based on our

newly approved Scope 1, 2, 3 and net-zero science-

based targets, and aligned to a 1.5°C trajectory,

but it is subject to transitional challenges. Our

initial scenario analysis has applied a number

of assumptions, some of which are based on a

number of unknowns in the transition to net-zero.

Based on this initial work, we assess that the

‘Transform & Grow’ strategy is resilient against

scenarios used. This assessment is based on a

robust risk management process that is embedded

in the organisation, an understanding of climate-

related risks for the organisation, the mitigations we

have in place and a phased approach to adaptation

based on materiality and overall approach to risk.

Our ‘Transform & Grow’ strategy is based on

providing sustainable solutions for the built

environment and the transition to a low-carbon

economy and, therefore, the impact of climate

change on our infrastructure – this is a clear

opportunity for the Group. The actions we are taking

to mitigate our climate-related risks, including our

‘Transform & Grow’ strategy, setting science-based

targets for carbon reduction, and analysing our

sites for impact of physical risk are consistent with

the actions required to align to a 1.5°C world. Initial

scenario analysis tells us that some climate-related

issues may impact financial planning and capex,

however, this is already being considered as part

ofour carbon reduction roadmap development.

Climate-related risks outlined on page 47 have

been considered and assessed in preparation

ofthe Consolidated Financial Statements for the

year ended 31 December 2024. Based on this

assessment, no significant material impact has

been identified at this stage. This is based on our

risk heatmap, internal Risk Register and climate

riskmanagement processes.

Having re-calculated our carbon reduction targets

to include Marley and Viridian Solar, and with a

transition plan currently being developed, we assess

that there is no significant short-term impact on

financial planning or forecasting.

During the reporting year, a small number of our

sites experienced minor episodic flooding, however,

there has been no impairment loss and there are,

therefore, no current financial effects from flooding.

Any damage caused was de minimis and to small

amounts of product/site access, rather than

property, plant and equipment (“PP&E”).

In the reporting year, we also made a public

announcement that the Marshalls Group has

committed to reaching net-zero across all scopes

by 2050 (see page 40 for more information).

Thisannouncement was made in October

2024 andwe are, therefore, in the process of

developing our roadmap to net-zero. There is no

current financial reporting impact of the net-zero

announcement, however, we are mindful of the

changing nature of climate-related risks and the

potential for impact on Financial Statements

inthe future.

2025 focus: Development of financial modelling

based on scenario analysis and net-zero roadmap

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 46

Task Force on Climate-related Financial Disclosures continued

Risk, type, category

andtimeframe Explanation, mitigation and metric Potential impact

Availability of

materials

Transition

risk (market)

Medium to long term

Availability of materials is a risk as cement companies

decarbonise and replacement materials fluctuate in both

accessibility and price. This is a transition risk that we mitigate

by having a strong focus on supplier relationships, a centralised

purchasing function, flexible contracts and long-term supply

agreements. Our cement replacement programme for concrete

products decreases our reliance on cement – our concrete now

has an increased percentage of alternative materials (up to 60% at

some of our sites) and our St Ives site has been equipped with the

facility to use an increased number of cement alternatives. This,

along with materials research and development, helps to mitigate

some of the risk on pricing and availability.

2024 metric: Supplier engagement targets (internal)

Potential impact on the business, strategy and financial planning:

Disruption to supply and price of materials. Our strategy is

focused on low-carbon solutions and we have a number of

projects that enable us to mitigate. In the medium to long term,

impact may be around increased fluctuation of price of materials.

Current: low

SSP1: increased risk

SSP5: reduced risk

but increased need for

adaptation

Legislative landscape

and policy

Transition risk (policy

and legal, reputation)

Medium to long term

As Governments accelerate decarbonisation, there will be impact

on regulation and changes in legislation, for example relating to

plastics or carbon taxes for materials such as imported cement

and steel. We mitigate this risk by having centralised legal and

other specialist functions and advisers, along with our approved

science-based targets on which our net-zero roadmap is based

and, therefore, our carbon reduction activities. We also mitigate

through horizon scanning, close collaboration with the legal

team and gap analysis in reference to new reporting standards.

Meetings between the ESG and legal teams are held quarterly to

discuss evolving regulations and requirements.

2024 metric: Carbon prices and levies (external)

Potential impact on the business, strategy and financial planning:

Planning for rise in price of carbon via any current mandatory

schemes like UK ETS, and UK CBAM coming into force in the

medium term.

Current: low

SSP1: increased risk

SSP5: reduced risk but

increased physical risk

Risk continued

Key risks and opportunities

Transition to a low-carbon economy will bring challenges. Identifying and quantifying these riskswill enable

us to better prepare the business for the impact of climate change. We have identified climate-related risks

over estimated short-term (0–1 year), medium-term (1–5 years) andlong-term (5+ years) time horizons.

These time horizons have been chosen as they reflect the dynamics of our industry and our internal

processes. They are different to the ones used for financial reporting due to the nature of the risks.

We track relevant externally generated metrics and are putting in place internally generated metrics as

explained below. We have not reported progress against these metrics but will consider doing so in future

disclosures as our TCFD and CFD reporting processes further develop.

Risk, type, category

andtimeframe Explanation, mitigation and metric Potential impact

Shift to low-carbon

product solutions

Transition risk (market,

reputation)

Medium term

There is continued pressure to give our customers products that

lower the carbon footprint of their projects. Our ‘Transform &

Grow’ strategy is clear on the importance of low-carbon product

solutions for our customers and this is a focus for Marshalls

moving forward. We mitigate this risk by having a continuing focus

on mix design for current products, new product development,

specialist design and engineering capability, and Environmental

Product Declaration (“EPD”) development. This is supported by a

clear marketing strategy and internal training programme for our

sales teams.

2024 metric: EPD performance (internal)

Potential impact on the business, strategy and financial planning:

Loss of sales if our strategy is not well executed, however, this is

core to the business strategy so will be closely monitored.

Current: low

SSP1: increased risk

SSP5: increased risk

Technological

advancement

Transition risk

(technology)

Long term

Aspects of our operations, distribution and transport will need

technology to transition to a net-zero world and there is a

risk that we don’t adapt quickly enough or invest in the wrong

technology. This is a longer-term risk with elements of high

uncertainty. We mitigate this risk through the development of our

environmental roadmap and carbon reduction plan, supported by

our commitment to carbon reduction via science-based targets, as

well as being agile and flexible to different potential technological

solutions. Our sustainability team is focused on looking at the

long-term impacts of climate change and the actions the business

will need to take in order to reach net-zero by 2050.

2024 metric: Science-based targets for Scopes 1, 2 and 3 (internal)

Potential impact on the business, strategy and financial planning:

Investment required for technological solutions in order to reach

our science-based targets.

Current: low

SSP1: reduced risk

SSP5: increased risk

Changing weather

patterns

Physical risk

(acute)

Short to medium term

Physical risk

(chronic)

Long term

Acute physical risk of extreme weather events, such as flooding, and

chronic physical risk of longer-term changes in weather patterns that

may cause heat or water stress may impact our sites. In the short

term, our work in this space is focused on our own sites but in the

medium term will look at supplier locations. We mitigate this risk by

analysing climate risk at site level, engaging with stakeholders and

looking at short to medium-term solutions. We have also set up an

internal group whose remit is to investigate the impact of flooding on

specific medium to high flood risk sites.

2024 metric: Cost of lost production days due to weather

events(internal)

Potential impact on the business, strategy and financial planning:

Need for flood resilience plans for low-risk sites and potential

for capex for high-risk sites, longer-term impact on financial

planning if any sites experience major changes in flooding or

other climate-related events.

Current: low

SSP1: reduced risk

SSP5: increased risk

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 47

Task Force on Climate-related Financial Disclosures continued

Risk continued

Climate-related opportunities

Having launched our ‘Transform & Grow’ strategy, we know that the markets in which we operate are exposed to long-term growth drivers

associated with climate change – including energy transition, green urbanisation, water and flood management, and the need for low-carbon

solutions. Withcarbon leadership as one of our strategic pillars, we are in a good position to maximise on the opportunities that lie ahead.

Sustainable product solutions

• Products and services

• Resilience

With a commitment to materials innovation and a nationwide

network, our products offer a solution to projects seeking to lower

their environmental impact. Our externally verified Environmental

Product Declarations (“EPDs”), which cover around 80 per cent of the

Marshalls product range, give our customers comparable information

on the sustainability performance of our products. Whether it’s our

integrated solar roofing system or our lower-carbon concrete bricks,

our innovative raingarden kerbs or our water management and

drainage systems, we provide sustainable product solutions. This is

further supported by building and planning regulations that encourage

the use of water management solutions and products that lower

a building’s embodied carbon and promote energy efficiency. The

opportunity is clear and our group of businesses is well placed to

realise synergies.

Potential impact: Increased product sales, brand preference,

business unit and project synergies

Headline metric example: Concrete brick 49% less carbon than clay

brick (on a weight by weight basis)

Meeting our carbon reduction targets

• Resource efficiency

• Energy source

Achieving our carbon reduction targets is an opportunity for Marshalls

to transition to a net-zero world. Having now re-calculated our carbon

reduction targets for the enlarged Group, we are looking at different

ways to reduce our carbon footprint across the value chain. We have

started to implement a new energy management system, invested in

a new carbon reporting data platform and are actively investigating

different fuels for our fleet of yellow plant vehicles. Our roadmap to

net-zero is well underway, with carbon reduction activities planned

intheshort, medium and long term.

Potential impact: Brand preference, opportunities across the value

chain, reduced costs from efficiencies, reputation

Headline metric example: Performance against near and long-term

science-based targets for carbon reduction

Brand proposition

• Markets

The Marshalls brand is strongly supported by our ESG and

sustainability credentials. The opportunity is in strengthening our

position in order to be an attractive investment proposition. From

a heritage in landscaping to an increasingly diversified group of

businesses, Marshalls is evolving. Our ‘Transform & Grow’ strategy

sets out clearly our intention to unlock our potential growth and

value creation through leading brands delivering pioneering

systemsandsolutions.

Potential impact: Brand preference, investment proposition,

reputation

Headline metric example: Inclusion in FTSE4Good, ESG ratings,

inclusion on Europe’s Climate Leaders list

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 48

Task Force on Climate-related Financial Disclosures continued

Metrics and targets

2024 progress: Review of targets for risks and

opportunities and publication of Scope 3 emissions

The metrics we use to assess climate-related risks

and opportunities are detailed on pages 47 and 48.

As our climate strategy centres on achieving our

newly approved Scope 1, 2, 3 and net-zero science-

based targets, we also use metrics to measure

absolute and relative emissions (see page 41),

which are linked to Executive remuneration.

We have disclosed Scope 1 and 2 GHG emissions

and, for the first time, our Scope 3 emissions. As

reported in our 2023 disclosure, it was our intention

to conduct a re-calculation exercise to incorporate

Marley and Viridian Solar into our Group carbon

emissions targets. This work was completed and

targets for Scope 1, 2, 3 and net-zero have now

been validated by the Science Based Targets initiative.

We have also carried out a project in 2024 to review

our overall ESG metrics. These have been refined

and discussed with the ESG Steering Committee.

Our focus for 2025 is to put in place the processes

required to collect appropriate data and begin the

implementation of a new carbon accounting and

ESG data platform.

Our approved science-based targets are aligned to

1.5°C and are supported by a roadmap. The current

Group roadmap is subject to transitional challenges

and dependent on new technologies. The way

we run our operations will be impacted by our

new targets as reaching net-zero will require new

technology – for example, potential use of hydrogen

and lower-emission fuel for our forklift trucks –

aswell as supplier engagement.

2025 focus: Progress transition plan roadmap and

implement new ESG data platform

Targets to 2024

Our targets to 2024 are outlined here in order to give

an overview of the metrics and targets we have

tracked to measure our environmental performance.

In 2024, our carbon reduction targets were

reviewed as part of the integration of Marley and

Viridian Solar into our environmental roadmap and

the validation by the SBTi of our revised carbon

reduction targets and, therefore, will be superseded

by new targets in next year’s reporting. For

transparency, we state here our progress towards

our environmental targets in the reporting year.

The measurement for our supplier emissions

target is an internal estimate. This is based on the

methodology used to calculate this when the target

was set in 2019 and incorporates a small number of

cement suppliers. As at 31 December 2024, 73 per

cent of our suppliers by emissions have science-

based targets as defined by the Science Based

Targets initiative and displayed on the SBTi website.

Energy reduction in 2024 is significantly higher than

the target. This is predominantly due to the move

of our in-house logistics to a third party, as energy

performance encompasses vehicle fuels.

The quantification and reporting of Marshalls’

environmental data has been independently

verified by BSI (except Scope 3). The verification

activity has been carried out in accordance with

ISO 14016:2020. Verification of Marley and Viridian

Solar’s data has been incorporated into this process

and is now included in the verification.

Further information on our reporting parameters

and methodology can be found in our Basis for

Reporting Guide.

X Basis for Reporting Guide: www.marshalls.co.uk/

investor/results-reports-and-presentations

Targets for 2024 (Marshalls business only) Target type Target year Status (Marshalls business only)

59.4% reduction of relative Scope 1

and 2 emissions against a 2018

baseline (kg CO

/tonne)

Intensity 2030

2025 target: 29% reduction

Achieved for 2024

50.5% reduction of absolute Scope 1

and 2 emissions against a 2018

baseline (tonnes CO

Absolute 2030

2025 target: 36% reduction

Achieved for 2024

Linked to MIP/BSP

73% of suppliers by emissions have

science-based targets

Supplier

engagement

2024 Achieved for 2024

2024 progress: 73%

(internal estimate)

2.7% energy reduction year-on-year Absolute Ongoing Achieved for 2024

2024 progress: 27%

reduction

Zero waste to landfill Absolute 2030 On target

2024 progress: 0.09%

Emissions data – Marshalls business only (tonnes CO

2022 2023 2024

Marshalls target Scope 1 and 2 48,150 45,719 43,289

Marshalls Scope 1 36,232 32,590 21,630

Marshalls Scope 2 (market based) 63 35 43

Total 36,295 32,625 21,673

Reduction against target 11,855 13,094 21,616

Scope 2 (location based) 6,664 6,243 6,261

Emissions data – Marley (tonnes CO

2022 2023 2024

Marley Scope 1 22,603 19,228 15,333

Marley Scope 2 (market based) 6 2,555 3,194

Total 22,609 21,783 18,527

Scope 2 (location based) 3,809 3,689 3,215

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 49

Financial Review

The Group delivered a resilient

performance in 2024, limiting the

reduction in adjusted PBT to 2 per

cent in challenging markets and

delivering a £39.0 million reduction

inpre-IFRS 16 net debt.

Introduction

The Group delivered a resilient performance

in challenging market conditions. Against this

backdrop, revenue contracted by 8 per cent year-

on-year but the impact was partially mitigated by

decisive management actions taken in 2023 to

reduce costs and lower finance charges. As a result,

adjusted profit before tax reduced by two per cent

to £52.2 million (2023: £53.3 million). The reported

profit before tax includes adjusting items totalling

£12.8 million (2023: £31.1 million). Our focus on

managing cash and capital efficiently resulted in

pre-IFRS 16 net debt reducing by £39.0 million to

£133.9 million.

Alternative performance measures and

adjusting items

The Group uses alternative performance measures

(“APMs”) which are not defined or specified

under IFRS. The Group believes that these APMs,

which are not considered to be a substitute

for IFRS measures, provide additional helpful

information. APMs are consistent with how

business performance is planned, reported and

assessed internally by management and the Board

and provide additional comparative information.

Adjusting items are items that are unusual because

of their size, nature or incidence and which the

Directors consider should be disclosed separately

to enable a full understanding of the Group’s results

and to demonstrate the Group’s capacity to deliver

dividends to shareholders.

Trading performance

Revenue

Group revenue in 2024 was £619.2 million (2023: £671.2 million), which represents a year-on-year reduction

of 8 per cent. Group revenue by reporting segment is summarised below.

2024 2023 Change

Analysis of revenue by segment £’m £’m %

Landscaping Products 268.3 321.5 (17%)

Building Products 164.6 170.1 (3%)

Roofing Products 186.3 179.6 4%

Group revenue 619.2 671.2 (8%)

Adjusted operating profit and margins

Adjusted operating profit reduced by 6 per cent to £66.7 million (2023: £70.7 million) driven by lower

demand in our key end markets which resulted in reduced gross profit. The impact of this on profitability

partially offset the benefit of the decisive actions taken in 2023 to reduce capacity and the cost base. A

summary of adjusted operating profit by segment is set out in the following table and commentary of each

segment is set out on pages 21 to 23.

2024 2023 Change

Analysis of adjusted operating profit by segment £’m £’m %

Landscaping Products 10.7 21.3 (50%)

Building Products 14.1 12.2 16%

Roofing Products 49.4 44.9 10%

Central costs (7.5) (7.7) 3%

Adjusted operating profit 66.7 70.7 (6%)

The Group’s adjusted operating margin increased by 0.3 percentage points to 10.8 per cent (2023: 10.5 per

cent), which reflects higher margins in Roofing Products and Building Products, partially offset by a further

reduction in Landscaping Product margins. This increase is summarised as follows.

Revenue

Adjusted

operating

profit

Margin

impact

Analysis of revenue by segment £’m £’m %

2023 671.2 70.7 10.5%

Landscaping Products (53.2) (10.6) (0.8%)

Building Products (5.5) 1.9 0.4%

Roofing Products 6.7 4.5 0.6%

Central costs — 0.2 0.1%

2024 619.2 66.7 10.8%

Justin Lockwood

Chief Financial Officer

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 50

Summary

• Group revenue reduction principally driven

by Landscaping Products weakness in new

housing and housing RMI, partially offset

byrevenue growth from Roofing Products

• Financial performance benefitted from

decisive actions taken in 2023 to reduce

costs and capacity

• Adjusted operating cash flow conversion

was very strong at 106 per cent reflecting

disciplined working capital management

• Robust balance sheet with a net debt

reduction of £39.0 million and leverage of

1.5 times adjusted EBITDA

Financial Review continued

Trading performance continued

Adjusting items

Adjusted operating profit is stated after adding back adjusting items totalling £12.8 million (2023: £29.7 million)

inaccordance with the Group’s accounting policy, as summarised in the following table.

2024 2023

£’m £’m

Amortisation of intangible assets arising on acquisitions 10.4 10.4

Transformation cost 2.5 —

Contingent consideration 1.6 1.6

Significant property sales (1.7) —

Impairment charges, restructuring costs and disposal of Marshalls NV — 17.7

Adjusting items within operating profit 12.8 29.7

Adjusting items within net finance expenses — 1.4

Adjusting items within profit before tax 12.8 31.1

Adjusting items in 2024 principally comprise the non-cash amortisation of intangible assets arising on

theacquisition of subsidiary undertakings of £10.4 million (2023: £10.4 million). Transformation costs

represent costs incurred in respect of the ‘Transform & Grow’ strategy. The contingent consideration charge

of £1.6 million reflects the Directors’ expectation for the final contingent consideration payment in respect

ofViridian Solar based on the strong performance of that business. This was partially offset by a profit

of£1.7 million generated on the disposal of a former manufacturing site. Details of the adjusting items

arising in 2023 are set out at page 132.

Profit and loss account

The Group’s profit and loss account from reported operating profit through to profit after taxation on both

anadjusted and a reported basis is set out in the following table.

Adjusted Reported Adjusted Reported Adjusted Reported

2024 2024 2023 2023 change change

£’m £’m £’m £’m % %

Operating profit 66.7 53.9 70.7 41.0 (6%) 31%

Net finance costs (14.5) (14.5) (17.4) (18.8) 17% 23%

Profit before taxation 52.2 39.4 53.3 22.2 (2%) 77%

Taxation (11.7) (8.4) (11.2) (3.8) (4%) (121%)

Profit after taxation 40.5 31.0 42.1 18.4 (4%) 68%

Earnings per share – pence 16.0 12.3p 16.7p 7.4p (4%) 66%

Net finance costs

Net finance expenses were £14.5 million (2023: £18.8 million and £17.4 million after deducting adjusting

items). These expenses comprised financing costs associated with the Group’s bank borrowings of

£12.5million (2023: £14.7 million), IFRS 16 lease interest of £1.7 million (2023: £2.5 million) and a

pensionrelated charge of £0.3 million (2023: £1.6 million and £0.2 million after deducting adjusting items).

Thereduction in adjusted net finance expenses in 2024 reflects the impact of the lower drawn borrowings

andthe derecognition of HGV leases under the logistics outsourcing arrangements entered into in the

firsthalf ofthe year.

Taxation

The adjusted effective tax rate was 22 per cent (2023: 21.0 per cent), reflecting the higher headline

corporation tax rate partially offset by the benefit of a patent box arrangement. On a reported basis the

effective tax rate was 21 per cent. The Group has paid £8.8 million (2023: £10.4 million) of corporation

taxduring the year.

For the eleventh year running, Marshalls has been awarded the Fair Tax Mark, which recognises social

responsibility and transparency in a company’s tax affairs. The Group’s tax approach has long been closely

aligned with the Fair Tax Mark’s objectives and this is supported by the Group’s tax strategy and fully

transparent tax disclosures. Considering not only corporation tax but also PAYE and NI paid on our employee

wages, aggregate levy, VAT, fuel duty and business rates, the Group has funded total taxation tothe UK

economy of £103 million (2023: £101 million) to the UK Government.

Earnings per share

Adjusted earnings per share was 16.0 pence in 2024 (2023: 16.7 pence), which represents a reduction

of4per cent compared to 2023. Reported earnings per share was 12.3 pence (2023: 7.4 pence), which

islowerthan the adjusted performance due to the impact of the adjusting items and their tax effect.

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 51

Financial Review continued

Cash flow

The Board has continued to prioritise deleveraging within its capital allocation policy and has delivered a

reduction in reported net debt of £48.3 million during the year. It has focused on efficiency and proactive

working capital management, planned reductions in capital expenditure and selling surplus assets.

2024 2023*

£’m £’m

Adjusted operating profit 66.7 70.7

Depreciation and amortisation 31.1 32.9

Adjusted working capital and other movements 5.9 6.5

Adjusting items paid (6.4) (5.5)

Adjusted cash generated from operations 97.3 104.6

Net finance expenses (11.7) (16.5)

Taxation (8.8) (10.4)

Adjusted cash flow from operating activities 76.8 77.7

Acquisition cash flows (2.6) (4.4)

Dividends (21.0) (31.6)

Net capital expenditure (7.2) (13.9)

De-recognition of leases 24.4 5.3

Other items (22.1) (14.1)

Change in net debt 48.3 19.0

Opening net debt (217.6) (236.6)

Closing net debt (169.3) (217.6)

* Table is represented in the prior year to reflect a reclassification of certain categories.

The Group reported a modest net cash inflow from working capital movements during the year which was

driven by efficiency trade debtor and creditor management, partially offset by a planned build inventory

ahead of the expected market recovery in 2025. Adjusting items paid principally relate to restructuring costs

recorded in 2023 and settled in 2024 together with the payment of costs associated with the ‘Transform

& Grow’ strategy. Adjusted cash flow conversion during the period was 106 per cent, which was in-line

with the strong performance delivered in 2023. Net finance expenses paid were lower than 2023 due to a

lower borrowings, which resulted in a lower interest charge in the profit and loss account, and the timing of

interest payments. The reduction in tax cash flows reflects lower profitability and the timing of cash flows.

Acquisition cash flows in 2024 reflected a contingent consideration payment that was made in respect of

the acquisition of Viridian Solar and a final payment of around £6.6 million is expected to be made in the first

half of 2025. Dividend payments reduced to £21.0 million, which reflects a smaller final dividend payment

in respect of 2023 than that paid in respect of 2022. Net capital expenditure of £7.2 million comprised

a gross spend of £11.6 million partially offset the receipt of £4.4 million from the sale of surplus assets.

Thereduction in gross capital expenditure from the £20.8 million spent in 2023 was planned and reflects

the completion of the dual block plant at St Ives in that year and the fact that the Group had no requirement

for increased manufacturing capacity given the latent capacity across its manufacturing network. The lease

de-recognition of £24.4 million in 2024 arose from the outsourcing of the Group’s logistics function and the

consequent novation of HGV leases.

Balance sheet

Total capital employed at December 2024 was £830.6 million, which represents a year-on-year reduction

of £28.3 million. This reduction is due to the impact of amortising intangible assets arising on acquisition,

depreciation of property, plant and equipment and reduced net working capital balances. The reduction in

net working capital, reflected the efficiency of trade debtor and creditor management, partially offset by a

planned increase in inventories.

2024 2023

£’m £’m

Goodwill 324.4 324.4

Intangible assets 217.8 227.5

Property, plant and equipment and right-of-use assets 267.2 291.1

Net working capital 86.9 91.0

Net pension asset 24.1 11.0

Deferred tax (81.6) (84.1)

Other net balances (8.2) (2.0)

Total capital employed 830.6 858.9

Reported net debt (169.3) (217.6)

Net assets 661.3 641.3

Goodwill and intangible assets

Goodwill is not amortised and subject to an impairment review on at least an annual basis. The latest review

was conducted at December 2024 and this did not indicate an impairment of the asset. Details of this review

are set out on pages 128 and 135 within the Financial Statements. Intangible assets principally comprise

assets that arose on the acquisition of subsidiaries and software, and are amortised over their useful lives.

The amortisation charge in 2024 totalled £12.1 million, and of this £10.4 million related to the amortisation

ofassets arising on acquisitions of subsidiaries which are accounted for as an adjusting item in the profit

and loss account.

Pensions

The balance sheet value of the Group’s defined benefit pension scheme (the “Scheme”) was a surplus of

£24.1 million (2023: £11.0 million). The amount has been determined by the Scheme’s pension adviser

using appropriate assumptions which are in line with current market expectations. The fair value of the

scheme assets at 31 December 2024 was £228.3 million (2023: £250.4 million) and the present value of

the scheme liabilities is £204.2 million (2023: £239.4 million). The total gain recorded in the Statement of

Comprehensive Income net of deferred taxation was £10.0 million (2023: £7.4 million loss). The principal

driver of the actuarial gain was an increase in AA corporate bond rate used to discount the Scheme’s

liabilities at December 2024, which reduced the current value of the liabilities. The defined benefit section

of the Scheme is subject to regular actuarial valuations, which are usually carried out every three years. The

next actuarial valuation is being carried out with an effective date of 5 April 2024. These actuarial valuations

are carried out in accordance with the requirements of the Pensions Act 2004 and so include deliberate

margins for prudence. This contrasts with these accounting disclosures which are determined using best

estimate assumptions. The last formal actuarial valuation was carried out as at 5 April 2021 which resulted

in a surplus of £24.3 million, on a technical provisions basis, which was a funding level of 107 per cent. A

triennial review as at 5 April 2024 is currently underway and, based on information to date, the Company

does not expect cash contributions to be payable following its finalisation.

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 52

Financial Review continued

Debt funding

Debt funding is summarised in the following table.

2024 2023

£’m £’m

Net borrowings on a pre-IFRS 16 basis (133.9) (172.9)

Leases (35.4) (44.7)

Reported net debt (169.3) (217.6)

Reported net debt was £169.3 million at 31 December 2024 (2023: £217.6 million), including £35.4 million

(2023: £44.7 million) of IFRS 16 lease liabilities. On a pre-IFRS 16 basis, net debt was £133.9 million

(2023:£172.9 million). The total bank facility at December 2024 was £315 million, comprising a £155 million

term loan and £160 million revolving credit facility, with the majority of it maturing in April 2027. The Board

repaid £55 million of the term loan during 2024 in order to ensure the efficient management of borrowings

and finance expenses. The Group’s revolving credit facility of £160 million was undrawn at the year end

(2023: £nil), which, together with the reduced term loan, provides the Group with significant liquidity to

fundits strategic and operational plans going forward.

The facility is charged at variable rates based on SONIA, plus a margin and interest rate hedging is in

place at a SONIA rate of around 3 per cent for £110 million of nominal borrowings for various durations

out to October 2026. The Group’s bank facilities continue to be aligned with the strategy to ensure that

headroom against available facilities remains at appropriate levels and is structured to provide balanced

andcommitted medium-term debt.

At December 2024, on an adjusted, pre-IFRS 16 pro forma covenant test basis and after adding back the

impact of adjusting items, the relevant ratios were achieved comfortably and were as follows:

• EBITA: interest charge – 6.1 times (covenant test requirement – to be greater than 3.0 times)

• Net debt: EBITDA – 1.5 times (covenant test requirement – to be less than 3.0 times)

Return on capital employed

2024 2023

£’m £’m

EBITA 68.4 72.4

Capital employed 830.6 858.9

Adjusted ROCE 8.2% 8.4%

Adjusted ROCE was 8.2 per cent (2023: 8.4 per cent) with the year-on-year reduction arising from the

impact that weak demand had on business volumes and profitability. We expect adjusted ROCE to increase

progressively in the medium term to around 15 per cent as volumes recover and we successfully execute

the ‘Transform & Grow’ strategy.

Capital allocation policy

Marshalls continues to recognise the three guiding principles of security, flexibility and efficiency in the

determination of its capital structure. The Group’s optimal capital structure supports the Group’s current

strategic objectives, but also reflects the economic background and the cyclical nature of the construction

sector. The Group’s capital allocation policy is to maintain a strong balance sheet and flexible capital

structure and the key elements are:

1. Invest in organic growth opportunities – the Board expects to invest between £20 and £30 million in

capital expenditure a year to finance the ‘Transform & Grow’ strategy

2. Invest to enhance the Group’s competitive advantage – this will be focused on leading brands, best-in-class

technical and design support and carbon leadership

3. Maintain dividend cover of two times adjusted earnings – the proposed final dividend of 5.4 pence per

share (2023: 5.7 pence) is in line with this policy

4. Focus on deleveraging the balance sheet – the Board aims to maintain leverage within a range of 0.5

and1.5 times EBITDA to provide optimal balance sheet flexibility (2024: 1.45 times)

5. Consider sensitive bolt-on M&A opportunities to support the execution of the strategy

Going concern

In assessing the appropriateness of the adopting the going concern basis in the preparation of the Annual

Report, the Board has considered the Group’s financial forecasts and its principal risks for a period of at

least twelve months from the date of this report. The forecasts included projected profit and loss, balance

sheet, cash flows, headroom against debt facilities and covenant compliance. The financial forecasts have

been stress tested in downside scenarios to assess the impact on future profitability, cash flows, funding

requirements and covenant compliance. The scenarios comprise a more severe economic downturn

(whichrepresents the Group’s most significant risk) than that included in the base case forecast, and

areverse stress test on our financial forecasts to assess the extent to which an economic downturn

would need toimpact on revenues in order to breach a covenant. This showed that revenue would need

todeteriorate significantly from the financial forecast and the Directors have a reasonable expectation

thatitis unlikely to deteriorate to this extent. The Group’s Viability Statement can be found on page 56.

Details of the Group’s funding position are set out in Note 20. The Group has a syndicated bank facility of

£315 million that principally matures in April 2027, having repaid £55 million of the original £370 million

facility during 2024. At 31 December 2024, £160 million of the facility was undrawn. There are two financial

covenants in the bank facility that are tested on a semi-annual basis and the Group maintains good cover

against these with pre-IFRS 16 net debt to EBITDA of 1.5 times (covenant maximum of three times) and

interest cover of 6.1 times (covenant minimum of three times).

Taking these factors into account, the Board has the reasonable expectation that the Group has adequate

resources to continue in operation for the foreseeable future (a period of at least twelve months) and, for

this reason, the Board has adopted thegoing concern basis in preparing this Annual Report.

Justin Lockwood

Chief Financial Officer

17 March 2025

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 53

Risk Management and Principal Risks

Achievements in 2024

Marshalls is exposed to a wide range of risks that,

should they materialise, could have a detrimental

impact on our financial performance, reputation

or operational resilience. There continue to be

external risks and significant volatility in UK

and world markets driven by conflicts around

the world, and the impact of a change in the UK

Government. In addition to the macro-economic

environment, the key risks for the Group continue

to be cyber security, climate change and other

ESG related issues. All these areas are considered

in more detail on pages 57 to 64. In all these

cases, specific risk assessments continue to be

reviewed and certain new operating procedures

developed, such as developing flood resilience

strategies. Mitigating controls continue to be

reviewed as appropriate. The Group’s risk function

has placed particular emphasis on the following

areas during the year:

• The Group has set out a clear ‘Transform & Grow’

strategy for delivering market outperformance in

the medium term across its portfolio of market

leading businesses. This strategy is based on

a robust assessment of the expected market

drivers and trends in the UKconstructionindustry

• The Group’s internal financial controls review

resulted in further development of financial

control Risk and Control Matrices (“RACMs”)

andthe extension to non-financial control

RACMsahead of changes to corporate

governance rules from 2026

• Cyber risk has continued to be a major focus

in light of increasing external threats. Ongoing

reviews, with additional resource, continue to

be undertaken using both internal and external

specialists. Practical support and guidance,

together with additional cyber security training,

continue to be a priority

The Group completed a number of targeted

internal audit projects during 2024 covering

thefollowing areas:

• Microsoft Dynamics 365 implementation

• Continued support on the project to review

theGroup’s financial control environment

• Lease management process

• Safety, strategy, compliance and incident response

The internal audits include “risk-based” audits,

identified as a result of assessing the Group’s key

risks. They also include audits identified to cover

key operational, financial, IT and regulatory areas

subject to routine cyclical coverage.

Effective risk management

We recognise that effective risk management and internal control arefundamental

to helping to protect shareholder value and deliver our strategicobjectives.

The Board plays a central role in the Group’s risk management process

which covers allformsofstrategic, operational and financial risk.

Priorities for 2025

The priorities for the Group’s risk function in

2025 include the following areas:

• The completion of a number of targeted

projects will again be a major focus for the

Group. In 2025, projects are expected to

cover supply chain ethics and resilience,

delegation of authority, IT systems

andcontrols

• Continuing to support the Group’s control

improvement project to review the Group’s

internal control environment

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 54

Risk Management and Principal Risks continued

Approach to risk management

Risk management is the responsibility of the

Board and is a key factor in the delivery of the

Group’s strategic objectives. The Board establishes

the culture of effective risk management and is

responsible for maintaining appropriate systems

and controls.

The Board sets the risk appetite and determines

the policies and procedures that are put in place

to mitigate exposure to risks. The Board plays

a central role in the Group’s risk review process,

whichcovers emerging risks and incorporates

scenario planning and detailed stress testing.

Process

There is a formal ongoing process to identify, assess

and analyse risks, and those of a potentially significant

nature are included in the Group Risk Register.

The Group Risk Register is updated by the Executive

Team at least every six months and the overall

process is the subject of regular review by the

Board. Risks are recorded with a full analysis,

andrisk owners are nominated that have authority

and responsibility for assessing and managing

the risk. KPMG LLP, as the Group’s internal auditor,

attends the risk review meetings alongside Deloitte

LLP, theGroup’s external auditor. The process

continues to be a robust mechanism for monitoring

and controlling the Group’s principal risks, and for

challenging the impact of new emerging risks.

All risks are aligned with the Group’s strategic

objectives, each risk is analysed in terms of

likelihood and impact to the business and the

determination of a “gross risk score” enables

riskexposure to be prioritised.

The Group seeks to mitigate exposure to all

forms of strategic, financial and operational risk,

both external and internal. The effectiveness and

impact of key controls are evaluated, and this is

used to determine a “net risk score” for each risk.

The process is used to develop detailed action

plans that are used to manage, or respond to, the

risks, and these are monitored and reviewed on a

regular basis by the Group’s Audit Committee and

the Board.

The Group has a formal framework for the ongoing

assessment of operational, financial and IT-based

controls. The overriding objective is to gain

assurance that the control framework is complete

and that the individual controls are operating

effectively. This assurance will be enhanced in

response to the FRC’s change to the Corporate

Governance Code that becomes effective from

January 2026.

Risk management framework

The Board:

• Determines the Group’s approach to risk, its policies and the procedures that are put in place to

mitigate exposure to risk

The Audit Committee:

• Has delegated responsibility from the Board to

oversee risk management and internal controls

• Reviews the effectiveness of the Group’s risk

management and internal control procedures

• Monitors the effectiveness of the internal

audit function and the independence of the

external audit

Operational managers:

• Are responsible for the identification of

operational and strategic risks

• Are responsible for the ownership and control of

specific risks

• Are responsible for establishing and managing

the implementation of appropriate action plans

• Are responsible for the impact of controls

(net basis)

Executive Directors:

• Are responsible for the

effective maintenance of

the Group’s RiskRegister

• Oversee the

management

of risk

• Monitor risk

mitigation

and controls

• Monitor the effective

implementation

ofaction plans

Internal audit:

• Independently

reviews the

effectiveness of

internal control

procedures

• Reports on

effectiveness

of management

actions

• Provides

assurance to the

Audit Committee

1 Macro-economic and political

2 Cyber security threats impacting

business operations

3 Security of raw material supply/raw

material and labour shortages

4 Impacts of climate change

5 Human rights

6 Threat from new technologies and

business models, and the increased pace

of digital change in the market

7 Corporate, legal and regulatory

8 Competitor activity

9 Project delivery

10 Health and safety

11 People risks

Risk heatmap (net risk scores)

Impact

Likelihood

Low HighMedium

<£2m £2–£5m >£5m

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 55

Risk Management and Principal Risks continued

Approach to risk management continued

Risk appetite

The Group is prepared to accept a certain level of

risk to remain competitive, but continues to adopt

a conservative approach to risk management. In

assessing risk appetite, the aim is to ensure that

internal controls and risk mitigation measures are

designed to reduce the net risk score to a point that

aligns with the identified risk appetite. The aim is

to ensure that we continue to channel resources

to those mitigation measures and controls that

specifically reduce risk to areas where we have a

net risk score that lies outside our acceptable risk

appetite. The risk framework is robust and provides

clarity in determining the risks faced and the level

of risk that we are prepared to accept. Marshalls’

strategies are designed to either treat, transfer or

terminate the source of the identified risk.

Viability Statement

After considering the principal risks on pages 57 to

64, the Directors have assessed the prospects of

the Group over a longer period than the period of at

least twelve months required by the “going concern“

basis of accounting. The Directors consider that

the Group’s risk management process satisfies the

requirements of Provision 31 of the UK Corporate

Governance Code.

The Board considers annually, and on a rolling basis,

a strategic plan, which is assessed with reference

to the Group’s current position and prospects,

the strategic objectives and the operation of the

procedures and policies to manage the principal

risks that might threaten the business model, future

performance and target capital structure. In making

this assessment, the Board considers emerging

risks and longer-term risks and opportunities.

The aim is to ensure that the business model is

continually reviewed to ensure it is sustainable over

the long term. Security, flexibility and efficiency

continue to be the guiding principles that underpin

the Group’s capital structure objectives. The Group’s

funding strategy is to ensure that headroom

remains at comfortable levels under all reasonable

planning scenarios.

For the purposes of the Viability Statement, the

Board continues to believe that three years is an

appropriate period of assessment as this aligns

with the current planning horizon. Although our

central forecasting models cover a five-year period,

it remains the case that there is less visibility

beyond three years. The Construction Products

Association’s (“CPA”) forecasts currently go out to

2026. This remains compatible with the five-year

strategy and the longer-term objectives for our

strategic growth pillars over a five-year period. The

Group’s financial forecast includes an integrated

model that incorporates the income statement,

balance sheet and cash flow projections.

The detailed stress testing reflects the principal

risks that could impact the Group and could

conceivably threaten the Group’s ability to continue

operating as a going concern. The assessment

concluded that the deteriorating macro-economic

environment is the key risk for this purpose and,

in response to this, two scenarios have been run,

namely a “reasonable worst-case scenario” and a

“reverse stress test”.

The reasonable worst-case scenario comprises

a significant stress test sensitivity run against

the base case model. This sensitivity reflects a

scenario that is worse than the assumptions in the

CPA’s lower scenario from the 2024/2025 winter

forecast. This scenario results in a cumulative

revenue reduction of 5 per cent during 2025 and

2026 against the base case forecast. An operating

‘drop-through’ rate has been applied based on the

operational gearing of each business unit. Under

the downside model, pre-IFRS 16 is forecast to

be c.£136 million at the end of 2025, and bank

covenants are still comfortably met. The net effect

of reduced operating profit and increased interest is

mitigated by reduced tax and dividend cash flows.

There remains comfortable headroom against bank

facilities and bank covenants are still comfortably

met with the pre-IFRS 16 net debt to adjusted

EBITDA covenant peaking at around 1.7 times in

June 2025.

In practice, under such a downside scenario the

Group could instigate certain mitigation measures

to reduce costs and capacity and to manage cash

throughout the viability period, to December 2027.

For the purpose of the going concern assessment,

we have applied a reverse stress test scenario to

identify a deeper downside trading position that

would give rise to a covenant breach. Against the

base budget revenue, a reduction of 21 per cent

alongside an operating profit “drop through” of

around 40 per cent would be required during 2025

to breach a covenant at 31 December 2025. This is

after assuming a reduction in capital expenditure

and pausing dividends. This reverse stress test

scenario reduces revenue by approximately £145

million during 2025. In this scenario, there remains

reasonable headroom against bank facilities, but

EBITA: finance costs would breach the covenant

maximum of three times at December 2025.

In undertaking its review, the Board has considered

the appropriateness of any key assumptions,

considering the external environment and

the Group’s strategy and risks. Based on this

assessment, and taking account of the Group’s

principal risks and uncertainties, the Directors

confirm that they have a reasonable expectation

that the Group will be able to continue in operation

and meet its liabilities as they fall due for the next

three years.

The reverse stress test scenario provides an

indication of the scale of downturn that could be

absorbed by the Group. The analysis provides the

required evidence that the Directors’ assessment of

the going concern assumption remains appropriate

and supports a positive conclusion forthe longer-

term Viability Statement.

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 56

Principal risks and uncertainties

The Directors have undertaken a robust, systematic assessment of the Group’s emerging and principal risks.

These have been considered within the timeframe of three years, which aligns with our Viability Statement

on page 56. The risk process has increasingly allocated greater focus on emerging risks and risk outlook.

The reporting includes more detailed assessments of proximity (how far away in time the risk will occur)

and velocity (the time that elapses between an event occurring and the point at which the effects are felt).

X Read more about our strategy

on pages 13 and 14

X Read more about our business

model on page 17

1. Macro-economic and political

Nature of risk and potential impact

• The Group is dependent on the level of activity in its end markets

within the UK construction industry

• Consequently, it is susceptible to economic downturn, the impact of

UK Government policy and volatility in UK and world markets

• The recent change in UK Government has the potential to have an

impact on the Group’s end markets through spending priorities and

changes in fiscal policy

• Continued volatility in geopolitical factors (for example, war

in Ukraine and the Middle East or trade wars arising from the

implementation of tariffs) poses further risks to the UK economy

• An escalation of trade wars

• Weak market demand compresses profit pool in sector, which

results in increased credit risk in customer base

Potential impact

• Potential reduction in consumer and business confidence leading to

reduction in demand and lower activity levels

• This could lead to an adverse effect on the Group’s financial results

and the need to take further action to manage costs, which may

impact on delivering the Group’s strategic priorities

• A continuation of market volatility and global uncertainty, along with

a prolonged period of normalised interest rates and higher inflation,

could lead to disrupted markets over a more sustained period with

pressures on liquidity and profitability

Key risk indicators

• Industry forecasts, reductions

in consumer confidence

and in order pipeline vs

expectations and peers

• Failure of Government to

contain interest rate increases

and cost inflation

• An escalation of the war in

Ukraine and the Middle East

and other increased global

uncertainty

• Signs of credit risk stress in

our supply chain

Mitigating factors

• The Board has set out a clear ‘Transform & Grow’ strategy

for delivering market outperformance in the medium term

across its portfolio of market leading businesses. This

strategy is based on a robust assessment of the expected

market drivers and trends in the UK construction industry

• The Group closely monitors trends and lead indicators,

invests in market research and is an active member of

theCPA

• The Group regularly reviews its financial performance

and financial position and prepares financial projections

on a wide range of scenarios. Action is taken following

evaluation of these scenarios to make changes to our

business including managing costs and cash flow

• Use of credit insurance and constant monitoring of

uninsured balances

Change

No change in risk

The UK construction market volumes are expected to

return to growth in 2025 with stronger medium-term

prospects due to a cyclical recovery and structural drivers

of demand. Lower inflation and interest rates are expected

to support increased demand for new housing and result

in an improvement in consumer confidence that will be

positive for housing RMI.

Priorities

• Maintaining our strong levels of diversification to

ensure we remain as resilient as possible to individual

market forces

Links to corporate pillars Impact on business model

Impact on business model

Source

Manufacture

Distribute

Customers

Links to corporate pillars

Shareholder value

Sustainable profitability

Relationship building

Organic expansion

Brand development

Effective capital structure

and control framework

Risk Management and Principal Risks continued

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 57

Risk Management and Principal Risks continued

Principal risks and uncertainties continued

2. Cyber security threats impacting business operations

Nature of risk and potential impact

• Fast growing and indiscriminate risk of a cyber attack that impacts

on business operations

• Inadequate controls and procedures over the protection of

intellectual property, sensitive employee information and market

influencing data

• Failure to improve controls quickly enough, given rapid pace

ofchange

• Heightened risk as IT is increasingly integrated into all business

processes including risks to the industrial network

• AI has made attacks even more sophisticated and harder to spot

Potential impact

• Operational disruption and financial loss – failure to manufacture

and distribute product to satisfy customer demand

• Fraud, denial of trade and loss of sensitive data – financial and

reputational risk/damage to the brand

• Risk of fines from external bodies

Key risk indicators

• Emergence of new cyber

security risks including

more sophisticated AI-

basedattacks

• More data security breaches

in the wider market, and

particularly in construction

• Alerts have been issued by the

NCSC asking UK companies

to bolster their defence

mechanisms

Mitigating factors

• Cyber security team in place overseeing and managing the

threat landscape. We have put in place IT security policies

and technology to manage, detect and respond to threats

• Regular cyber security risk audits by independent third

parties are in place

• Continuous employee awareness through training

• Business continuity plans are in place

• Cyber insurance to cover business interruption, loss of

earnings and response services

Change

No change in risk

• Marshalls’ cyber maturity assessment has continued

to improve– although cyber risk has continued

toincrease

• We are witnessing more incidents, particularly in

construction and increasingly in relation to ransomware

• The cyber control environment in Marley is not as

mature asthat of Marshalls and is an area of focus

Priorities

• Adopt and follow the principles and guidelines laid

outin ISO27001 and adopt other guiding standards

inthis area

• Improve our cyber security response plans and

identifyand rectify any gaps with the development

ofrobust playbooks

• Alignment of controls in Viridian Solar

Links to corporate pillars Impact on business model

3. Security of raw material supply/raw material and labour shortages

Nature of risk and potential impact

• Construction materials often originate from naturally occurring

minerals which are finite and in fixed locations

• Geopolitical tensions raise the stress in supply chains through

availability or inflationary pressures which impact material availability

• There continue to be market capacity stresses at category level

• In the medium term there is a risk of “carbon taxation” (CBAM) on

high embedded carbon materials – e.g.cement/GGBS/ceramics

imported to level up pricing with the UK

• Shortage of qualified labour in certain areas

Potential impact

• Cost inflation or interruption of supply could lead to customer

dissatisfaction and reduce demand and margins

Key risk indicators

• Temporary supply shortages

• Cost inflation, impacting

materials and labour

• Decreases in labour

availability and skills

shortages

• Geopolitical activity/tariff

implementation impacting

global supply and competition

• Severe weather events

Mitigating factors

• Centralised procurement team

• The Group benefits from the diversity of its business and

end markets

• Dual sourcing supplier strategy wherever possible

• Maintaining adequate, but not excessive, stocks

• Collaboration with all EU-based Tier 1 and Tier 2 suppliers

to ensure any supply risks are minimised

• Re-engineering product mix designs to engineer out materials

that are: 1) difficult to source; 2) strategically compromised;

and/or 3) expensive. Consideration of alternative technologies

including the reduction of cement content

• The digitalisation of the supply chain through the use of

best-in-class supply relationship management system

• Focus on supplier relationships, fixed pricing agreements,

flexible contracts and long-term supply agreements. Use of

sales pricing and purchasing policies to mitigate risk

Change

No change in risk

• Continued weak demand has led to reduced availability

issues, although cost inflation remains a feature in

some categories

• The risk of temporary shortages is mitigated by

proactive supply chain management and the use of

alternative suppliers

Priorities

• Increase productivity and manufacturing efficiency

• Aggregate blending to reduce reliance on single points

of failure

• Acceleration of mix redesigns to focus on carbon

reduction and improved availability especially around

cement and cement substitutes – investment in

low-carbon substitute materials

• Retain importation options as a back up to domestic

supplies

Links to corporate pillars Impact on business model

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 58

Risk Management and Principal Risks continued

Principal risks and uncertainties continued

4. Impacts of climate change

Nature of risk and potential impact

• Increasingly unpredictable weather conditions and extreme

weatherevents

• Increased incidence of flooding now and in the future, as well as

likely increase of water stress. Major climate change impacts more

likely in the overseas supply chain

• The long-term implications of climate change give rise to the

transition risk of not addressing the challenges quickly enough

• Significant increase in level of climate-related disclosure requirements

• Specific targets for the SBTi now verified and will need reporting

onannually. Action is needed to reach ambitious Scope 1, 2 and 3

and net-zero targets

A summary of more specific environmental risks is included in the ESG

section on page 47.

Potential impact

• Disruption to supply chain and operations that might reduce

short-term activity levels

• Operational difficulties at manufacturing sites due to flooding

anddroughts

• Damage to product

• Financial risk caused by adverse impact on margins and cash flows

as well as sales and production volumes

• Potential difficulties with compliance relating to environmental

consents, e.g. surface water discharge

• Reputational and compliance related impact of not fulfilling

ourcommitments

Key risk indicators

• Prolonged periods of bad

weather which make ground

working difficult or impossible

• Site shutdowns or delays to

production and/or supply of

product to the customer

• Failure to meet externally

published near and long-term

targets leading to negative

feedback from stakeholders

Mitigating factors

• Diversity of the business and nationwide coverage

• Centralised specialist functions to support mitigation plans and

the management of relationships on commercial contracts

• Climate change risk analysis in place and clear carbon/

climate action

• Clear ESG governance structure and reporting processes

in place

• Specialist third parties including the Carbon Trust

(science-based targets data and analysis), Verisk

Maplecroft (climate data for TCFD/CFD reporting) and

BSI(environmental data verification)

• The development of the Group’s Water Management business

and the continuing focus on new product developments

• Roadmap for carbon reduction projects is regularly

updated, plotting carbon reduction levers against spend

requirements for each financial year

Change

No change in risk

• Weather conditions continue to be closely monitored

but are beyond the Group’s control

• Focus from stakeholders on ESG approach remains but

risk is further mitigated by new governance structure

and strategy

Priorities

• Continue to develop flood resilience strategies

• Completion of site flood risk assessments to identify

sites that are potentially at risk of flooding and drought

in the short term

• Focus on robust transition plan to support revised

science-based targets

• Ongoing assessment of climate change and risks

forproduction, facilities, products and distribution

• Controls needed to support ESG reporting in line with

increased scrutiny over ESG data and credentials

• Engagement with key cement suppliers to

encouragecollaboration and communication

aroundScope 3 target

Links to corporate pillars Impact on business model

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 59

Risk Management and Principal Risks continued

Principal risks and uncertainties continued

5. Human rights

Nature of risk and potential impact

• Lack of visibility of human rights risks within supply chain

• Increasing commercial, legislative and investor pressure to identify,

manage and evidence ethical interventions through internal

systems, processes and procedures

• Erosion of influence/control over suppliers due to low or falling

volumes and changing contract terms

• Corruption and Government failure to enforce local laws in high-risk

jurisdictions undermining basic principles of decent work and

ethicallabour

• Use of forced labour sanctioned by some states, through protected

and hidden processes

• Media reports and NGO exposés of human rights abuses targeting

specific products, sectors or regions. Potential commercial,

reputational or legal implications and damage to brand

Potential impact

• Stakeholders could reduce support if the Group fails to address

issues around modern slavery

• Inability to deliver on brand promise leading to loss of customer/

consumer confidence

• Failure to make tender lists if basic due diligence requirements

are not met, particularly if there is no external verification or

accreditation of our activity

• Test prosecutions from activist lawyers who want to

“makeanexample”

Key risk indicators

• Negative feedback from

stakeholders – loss of

business and investment

• Unwillingness/inability

to report on instances of

modern slavery/forced labour

andmitigation

• Reducing ratings

• Disbarment from public

sector tender lists

Mitigating factors

• Experienced, specialist staff to support development of a

comprehensive strategy

• Regular internal cross-functional meetings to discuss

progress, issues and focus areas

• Specific supply chain human rights training for entire

procurement team annually

• Annual anti-slavery awareness training

• Regular analysis of sourcing country risk: high-risk supply

chains mapped to multiple tiers

• Viridian Solar audit programme for Tiers 1 and 2 and

engagement with industry

• Engagement with external organisations including UN

Global Compact

• Focus on ethical sourcing processes within new

BES6001framework

Change

No change in risk

• Continued focus from stakeholders, Government,

customers and investors and increased operational and

reporting requirements

Priorities

• Develop and maintain strategic partnerships, including

UN Global Compact together with UK and overseas

Governments, NGOs and industry groups

• Develop systems for data collection and analysis

• Continue audit strategy for high-risk supply chains

Links to corporate pillars Impact on business model

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 60

Risk Management and Principal Risks continued

Principal risks and uncertainties continued

6. Threat from new technologies and business models, and the increased pace of digital change in the market

Nature of risk and potential impact

• The introduction of new technological products that are a direct

replacement for existing “traditional” Marshalls products, or the

introduction of substitutes that solve the same problem/solution

as existing products in a different way, both potentially leading to

areduction in demand

• Changes to the market channels or logistics models by new entrants

and disrupters

• Digital and technological advancements that result in new apps

or software that differentiate the service or product proposition,

including the potential for lower-cost manufacturing capabilities

orlower cost to serve

Potential impact

• Increased competition could reduce volumes and margins on

traditional products

• Increased costs and production capacity tied up in redundant

technologies

• Risk that a new third party could use emerging digital technology to

enter the market and transition more quickly and effectively

• Market change from new solutions and technologies ready to lower

prices, leading to loss of control and commoditisation

Key risk indicators

• Less demand for traditional

products and routes to market

• Emergence of new

competitors and new digital

business models

• More widespread availability

of artificial intelligence

technology

Mitigating factors

• Good market intelligence and ongoing monitoring of

competitive threats

• Flexible business strategy able to embrace new technologies

• Significant focus on R&D and NPD. Application of

low-carbon technology to the Group’s full concrete product

range is expected to create a strong commercial advantage

in the medium term

• Specification strategy keeps us close to the decision

makers in our value chains

• Investment in design tools to help deliver the Group’s

best-in-class technical and design support

Change

No change in risk

• The ongoing diversification of the business, the

continued development of the Group’s brands and the

focus on new products and greater manufacturing

efficiency continue to mitigate the risk

• The pace of digital change in the market continues

toincrease although this is balanced by a

challengingoutlook

Priorities

• Focus on cost reduction and projects that improve

business flexibility and agility to respond to cyclical

changes in demand

• A focus on the ease of doing business will drive

improvement activity

Links to corporate pillars Impact on business model

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 61

Principal risks and uncertainties continued

7. Corporate, legal and regulatory

Nature of risk and potential impact

• Inadvertent failure to comply with significantly increased

governance, legislative and regulatory requirements

• Exposure heightened by business complexity and increasingly

complex law and regulation

• Impact of an unexpected reputational event, e.g. an issue in the

supply chain or due to a health and safety incident, media or NGO

exposé on a sector, region or supplier

Potential impact

• Significant increases in the penalty regimes across all areas of the

business could lead to significant fines and/or prosecution in the

event of a breach

• Such incidents could lead to prosecutions and increased costs and

have a negative impact on the Group’s reputation and share price

Key risk indicators

• Increased regulatory and

compliance requirement

• Reputational harm and

associated share price

impact of major incidents or

compliance failures

Mitigating factors

• Centralised legal and other specialist functions, the use of

specialist advisers and ongoing monitoring and mandatory

compliance training programmes

• Regular reviews of policies and procedures

• Regular compulsory training (e.g. data protection, modern

slavery, bribery and corporate criminal offence)

• Group sustainability strategy focusing on impact reduction

• The Group employs compliance procedures, policies, ISO

standards and independent audit processes which seek to

ensure that local, national and international regulatory and

compliance procedures are fully complied with

• The Group uses professional specialists covering carbon

reduction, water management and biodiversity

Change

Increase in risk in last twelve months

• In the near term new governance code, listing rules

and sustainability reporting requirements need to

be addressed. The change in Government is likely to

drive further change in the medium term. Legal and

regulatory will require management focus and robust

compliance procedures within all areas of the business

Priorities

• Continue to renew all compliance processes and

control effectiveness with the support of the Executive

and Momentum Teams, drive greater cross-functional/

team collaboration and awareness to increase early-

stage engagement with the legal team

• Develop stress tests and crisis planning procedures

Links to corporate pillars Impact on business model

8. Competitor activity

Nature of risk and potential impact

• Marshalls is market leader in certain product areas but there is a risk that

if the Group’s price premium is too high, growth will suffer as competitors’

sales may increase

• Concentration of sales with few but large and material customers

• Competition centres around range, price, quality and service.

Competitive risk increases if we fail to maintain high levels of

customer service. There is a risk of losing customers if the Group is

overly complex to deal with.

Potential impact

• Increased competition could reduce volumes and margins on

manufactured and traded goods

• Poor customer insight could result in lower revenues at lower prices.

Failure to deliver service in line with customer expectation (both

market and wider norms) will also affect customer perception

• Reputational damage and consequential financial impact if Group

loses competitive advantage

Key risk indicators

• Entrance of new low-cost

competitors and new

technologies

• Less demand for traditional

products and the increased

emergence of new digital

models and product solutions

• Loss of market share

• Brand health

• Customer experience scores

• Margins under pressure

Mitigating factors

• Regular monitoring of customer performance, proactive

management of customer deals and regular interaction to

maintain customer intimacy

• External market intelligence, CPA, ABI Barbour, etc., in order

to understand the upcoming periods better so that the

Group can prepare and strategise accordingly

• The Group focuses on quality, service, reliability and

ethical standards alongside its independently verified ESG

credentials, which differentiate Marshalls Group from

competitor products. Monitoring of brand health, customer

experience and market share data with agile response to

trends

• The Group has a continuing focus on new product

development in response to the market wants and needs

• The continued development of the Group’s digital strategy

• Refresh of Group strategy in order to refocus the business

on the key priorities and growth opportunities

Change

No change in risk

• Confirmed risk that competitors accept lower margin

putting pressure on the Group to reduce price

Priorities

• Redevelopment of the Group strategy, vision and

purpose to refocus the organisation

• Re-engage with customers to maintain and protect

relationships and trading deals

• Develop plan to reduce unit cost to the lowest levels,

whilst providing flexibility and resilience of response to

market needs

• Reduce complexity within the business and focus on

simplifying our processes and being easier to deal with

• Maintaining existing supplier relationships whilst

exploring new supplier relationships to ensure

continuity of supplies at the most competitive rates

Links to corporate pillars Impact on business model

Risk Management and Principal Risks continued

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 62

Risk Management and Principal Risks continued

Principal risks and uncertainties continued

9. Project delivery

Nature of risk and potential impact

• Ineffective management of major development projects, from initial

scoping to final delivery and benefits management, due to constraints that

may impact the Group’s ability to absorb change

• The speed of change leads to increasing pressure on the business

and challenges our ability to manage and stress test all aspects of

our business model

• Failure to realise expected benefits from strategic business projects

• Ineffective prioritisation results in the Group trying to deliver too

much change with insufficient resource

Potential impact

• The extent and complexity of numerous planned business initiatives

cause delays and inefficiency

• The Group fails to optimise profitable growth from executing its

strategic plans

• Reputational damage, cost over-runs, service under-delivery and

staff retention risks

Key risk indicators

• Delays to project delivery

• Inefficiencies in resource

utilisation

• Cost and time over-runs

onprojects

Mitigating factors

• Change management framework and governance in place

• Robust and standardised project appraisal processes

• Programmes are continually reviewed with strong

governance of all major strategic business projects, with

third-party specialist assurance utilised as required. This

includes executive oversight and project specific steering

committees

• Assessment of investment appraisals to ensure capital

allocation achieves the optimum return for the Group

Change

No change in risk

• Managing change programmes alongside business

challenges creates risk of trying to deliver too

muchchange

• Development in risk profiling procedures leading to

improved root cause analysis

Priorities

• Strong prioritisation of resources to support key

change projects

Links to corporate pillars Impact on business model

10. Health and safety

Nature of risk and potential impact

• Unexpected health and safety incident, possibly caused by human

error or the actions of a subcontractor

• High-risk activities that if uncontrolled may lead to a serious injury

• Welfare and mental health of employees

Potential impact

• Risk of harm to all stakeholders, including on-site employees and

subcontractors

• Major workforce accident. Death, or significant injury, leading to

corporate manslaughter charge/prohibition notice on plant

• New penalty regime is significantly more onerous. Increased risk of

significant economic penalty, prosecution and reputational damage

Key risk indicators

• Significant increases in

thepenalty regime

• Increase in HSE

contraventionnotices

Mitigating factors

• Centralised specialist functions and clear policies in place

• Group-wide health and safety strategy

• Regular communication and support for employees. Large

number of mental health first aiders covering the whole network

• A digital management system for enhanced data collection

and analysis

• Ongoing monitoring, training and health and safety audits

• IOSH Managing Safely training for managers

• Improved accident investigations leading to better

understanding of root causes and relevant treatment

• New crisis management/BCP process

• Preventative maintenance for work equipment and machinery

• Integrated health and safety structure

• Fair and just approach implemented to understand

humanfailures

Change

No change in risk

• Health and safety continues to be a high-risk

profilearea

Priorities

• Continuing mental health and employee

welfarechallenges

Links to corporate pillars Impact on business model

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 63

Risk Management and Principal Risks continued

Principal risks and uncertainties continued

11. People risks

Nature of risk and potential impact

• Manager capability – ability to cope with ambiguity and change

remain evident

• Diversifying our workforce and future proofing for skills

andcapabilities

• Attraction and retention

Potential impact

• Inability to recruit and retain people with required skills, calibre

andpotential

• Risk of reduced skills and inadequate training potentially leading

toreduced productivity and efficiency

• Lack of talent to drive the business forward

• Implications for employee health and wellbeing and overall

workforce morale and capability

• Potential risk to the Group’s brands

Key risk indicators

• Absence and turnover trends

• Reducing employee

engagement scores

• Employee relations

Mitigating factors

• Prioritise supporting the business as it implements the

‘Transform & Grow’ strategy

• Strong communication channels and employee feedback

through the Employee Voice Group

• Regular feedback questionnaires supported by third-party

provider, “Your Voice”

• Independent “Safecall” helpline for employees to report

serious concerns

• Ongoing focus and commitment to training,

apprenticeships and staff development

• Manager capability and development programmes

• Review of pay and benefits against industry and other

suchpeers

Change

No change in risk

• Reduced investment in people development could lead

to higherattrition

• Risk of losing talented people

Priorities

• Deliver the manager development programme and

support the Momentum Team development

• Develop strategies and plans for HIPOs

• Continued focus on succession planning

• Continue with focus on communications

Links to corporate pillars Impact on business model

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 64

As required by the Companies Act 2006, the table below sets out where the key content requirements of the Non-financial and Sustainability Information Statement

can be found within this document (or required by Sections 414CA and 414CB of the Companies Act 2006).

Reporting requirements Relevant policies Section within Annual Report

Approach to climate change TCFD and CFD disclosures

SECR disclosure

TCFD and CFD (pages 43 to 49)

SECR (pages 41 and 42)

Environmental matters Environmental Policy*

Energy and Climate Change Policy*

Transport Policy

ESG strategy (pages 32 and 33)

Sustainability commitments relating to the environment (pages 40 to 42)

Social Code of Conduct*

Corporate Responsibility and Social Value Policy*

Human Rights Policy

Modern Slavery Statement*

Children’s Rights Policy

Responsible business (page 32)

Charitable donations (page 35)

Human rights (pages 38 and 39)

Stakeholder engagement (pages 27 to 31)

Governance Anti-Bribery Code*

Tax Policy*

Trading Policy*

Schedule of Matters Reserved for the Board*

Board Committee Terms of Reference*

Audit Committee Report (page 90)

Corporate Governance Statement (pages 78 and 79)

Corporate Governance Statement (page 75)

Employees Health and Safety Policy

Serious Concerns Policy

Diversity and Inclusion Policy

Drug and Alcohol Policy

Mental Health and Wellbeing Policy

Health and safety (page 36)

Audit Committee Report (page 90)

People engagement (pages 34 to 36)

Board diversity (pages 67 and 109)

Gender diversity (page 35)

Stakeholder engagement (pages 28 to 30)

Principal risks Description of risk process (page 55)

Risk framework (page 55)

Principal risks and uncertainties (pages 57 to 64)

Business model Our business model (page 17)

Non-financial KPIs Key performance indicators (pages 18 and 19)

Strategy (pages 13 and 14)

Full versions of the policies referred to above form part of the Group’s Policy Framework that supports the Marshalls Code of Conduct.

These can be found on the Group’s website at marshalls.co.uk/about-us/policies.

* Key policies referred to in this Annual Report.

Non-financial and Sustainability Information Statement

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 65

Board of Directors

Vanda Murray OBE

Chair

Date of appointment 9 May 2018

Re-elected in May 2024

Alignment with corporate pillars

Experience Fellow of the

Chartered Institute of Marketing

with extensive experience in both

executive and non-executive

roles with a wide range of

domestic and international

businesses. Previous executive

roles include Chief Executive

of Blick plc from 2001 until

its successful sale to Stanley

Works Inc in 2004 and Managing

Director of Ultraframe plc

between 2004 and 2006.

External appointments

Non-Executive Director and Chair

of the Remuneration Committee

of Howden Joinery Group plc

and Chair of Yorkshire Water.

Justin Lockwood

Chief Financial Officer

Date of appointment 26 July2021

Re-elected in May 2024

Alignment with corporate pillars

Experience Previously Chief

Financial Officer of International

Personal Finance plc. Justin

spent four years at Associated

British Ports in a senior financial

role and worked in a variety of

business and head office roles

for Marshalls between 2002

and 2006. Justin is a Chartered

Accountant having qualified and

worked for PwC during the first

ten years ofhis career.

External appointments None.

Matt Pullen

Chief Executive

Date of appointment

8 January 2024

Alignment with corporate pillars

Experience Experienced

executive leader in the

construction and FMCG sectors.

Previously Chief Operating

Officer of Genuit Group plc, one

of the UK’s largest providers of

sustainable water, climate and

ventilation products. Previously,

Matt was Managing Director

of British Gypsum, part of the

Saint‑Gobain Group, where he

led several significant business

transformations. Prior to that, he

worked for AkzoNobel for eight

years in various commercial

and leadership roles in the UK,

Ireland and Northern Europe

including as Managing Director,

UK & Ireland. Earlier in his career,

he also held various operational

roles within the FMCG sector. He

is a Trustee of the construction

industry charity CRASH and an

Industrial Cadets Ambassador.

External appointments Trustee

Director of CRASH.

Simon Bourne

Chief Commercial Officer

Date of appointment 1 April 2022

Re-elected in May 2024

Alignment with corporate pillars

Experience Experienced

manufacturing, supply chain

and operations director. Simon

joined Marshalls in 2015 as

Manufacturing Director and was

appointed as Group Operations

Director in 2017. Prior to joining

the Company, Simon held senior

operational and supply chain

roles across various sectors.

Before his appointment at

Marshalls, Simon spent six

years at Burtons Biscuits as

Manufacturing Director and three

years at Betts Group Holdings as

Group Director of Manufacturing.

External appointments Member

of MPA Board.

Graham Prothero

Senior Independent

Non‑Executive Director

Date of appointment 10 May 2017

Re-elected in May 2024

Alignment with corporate pillars

Experience Chartered Accountant

and Chief Executive Officer of

MJ Gleeson plc. Previous roles

include Chief Operating Officer

of Vistry Group PLC and Chief

Executive of Galliford Try plc. Also

on the board of The Jigsaw Trust,

a charitable trust committed to

autism awareness. Extensive

senior management experience in

the sector, including with leading

property developer Development

Securities plc (now part of Land

Securities plc), Taylor Woodrow,

the listed contractor/developer,

and Blue Circle Industries plc.

Graham spent seven years as

a Partner in the Real Estate,

Hospitality and Construction

Group of Ernst & Young LLP.

External appointments Chief

Executive Officer of MJ Gleeson

plc. Board member of The

Jigsaw Trust.

E EE E AN ER N R II

Committee membership

Audit Committee

ESG Committee

Nomination Committee

Remuneration Committee

Chair of the Committee

Independent Director

Links to corporate pillars

Shareholder value

Sustainable profitability

Relationship building

Organic expansion

Brand development

Effective capital structure

and control framework

Overview

The Board has strong ethical

values, combined with great depth

of experience and skill covering

leadership, strategy, manufacturing,

operations, marketing, finance,

M&A and business transformation

and digital technologies.

The Board acts responsively

and dynamically, applying its

experience, skill and knowledge

whilst bringing constructive

challenge to the table, ensuring

the long-term sustainability of

the Group. This benefits all key

stakeholders of the Group.

The Board is focused on supporting

the development and execution

of the Group’s ‘Transform & Grow’

strategy, whilst demonstrating its

ability to be agile and alive to the

opportunities and risks that our

new strategy presents.

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 66

Board of Directors continued

Angela Bromfield

Non‑Executive Director

Date of appointment

1 October 2019

Re-elected in May 2024

Designated Non-Executive Director

for employeeengagement.

Alignment with corporate pillars

Experience Broad-based

international career in

manufacturing, distribution and

construction. Formerly, Strategic

Marketing and Communications

Director at Morgan Sindall plc

until 2013 and prior to that held

senior roles at the Tarmac Group,

Premier Farnell plc and ICI plc.

External appointments Senior

Independent Non-Executive

Director and Chair of the

Remuneration and ESG

Committees of Harworth

Group PLC and Independent

Non-Executive Director and Chair

of the Remuneration Committee

of C&C Group plc.

Diana Houghton

Non‑Executive Director

Date of appointment

1January 2023

Re-elected May 2024

Alignment with corporate pillars

Experience Group Head of

Strategy at Smiths Group plc.

Previous roles include Corporate

Development Director of Allied

Domecq plc and Strategy

Director roles with Bass

plc. Extensive cross-sector

experience from retail, leisure

retail, consumer goods and

industrial manufacturing

industries covering M&A,

turnarounds, organic business

improvement and strategy.

Diana was Senior Adviser to the

National Audit Office between

2010 and 2015 and spent seven

years on the board of Thornton’s

plc as Chair of Audit Committee

and Senior Independent Director.

External appointments None.

Avis Darzins

Non‑Executive Director

Date of appointment 1 June 2021

Re-elected in May 2024

Alignment with corporate pillars

Experience A management

consultant and formerly a Partner

at Accenture focusing on the retail

and consumer products sector.

Delivered successful profitable

growth engagements with

many well-known national and

international brands. Previously

worked as Director of Business

Transformation at Sky in addition

to leadership roles at Arcadia, BHS,

Mothercare and Littlewoods. Most

recently served as Non-Executive

Director at Moss Bros Group PLC.

Currently providing independent

management consultancy on

transformational change strategy

and execution support.

External appointments Senior

Independent Non-Executive

Director of Barnardo’s,

Non-Executive Director for

GraftonGroup PLC and Safestore

Holdings plc. Director of Avis

Business Consulting Limited.

Shiv Sibal

Chief Legal Officer

and CompanySecretary

Date of appointment 26 May 2020

Alignment with corporate pillars

Experience Experienced

corporate finance lawyer with

over 20years’ experience, the

last ten of which have been in

industry at FTSE 250 businesses.

Extensive leadership and legal

experience. Formerly a corporate

partner with international law

firm Womble Bond Dickinson

LLP, focused on supporting

public companies. Also

spent eight years working for

international law firm Pinsent

Masons LLP and qualified with

international law firm CMS.

External appointments None.

A A AE E EN N NR R RI I I

Board composition

Gender composition

Female – 4*

Male – 4

Ethnic diversity

White – 7

Mixed Asian

and white – 1

Length of service

0–2 years – 3

3–4 years – 2

5+ years – 3

* Female Chair and Remuneration Committee Chair.

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 67

Corporate Governance Statement

Successfully

navigating change to

create the platform to

‘Transform & Grow’

Dear shareholder

Market conditions remained challenging

throughout 2024, and the Group delivered a resilient

performance as we successfully managed the

transition between Chief Executives. Whilst a

change in Government and policy is expected to

act as a catalyst for growth in our end markets, and

particularly in housebuilding, the timing of this is

uncertain and, under the Board’s guidance, the Group

maintained strong cost discipline throughout 2024.

The Board also took the opportunity during 2024

to invest its time challenging and supporting

a comprehensive “root and branch” review of

the Group’s strategy led by our Chief Executive,

Matt Pullen. Matt and his senior leadership team

presented the ‘Transform & Grow’ strategy to our

stakeholders at our capital markets event last

November (“CME”). This is being rolled out in our

businesses, so all our colleagues understand

and feel engaged with it. The strategy review

leveraged the skills and experience of the Board,

with Diana Houghton, who is currently Group Head

of Strategy and Communications at Smiths Group

plc, dedicating additional time and providing insight

aswe progressed through the review.

Ultimately, the Board and the management team

recognised the importance of building a platform

from which the Group can take full advantage of its

diversified portfolio of businesses and achieve its

growth potential. Pragmatic challenge and support

from the Board will ensure we remain agile and

disciplined, as we progress with our growth agenda,

with the knowledge that we anticipate the Group

benefitting from a recovery in its end markets and

itsoperating leverage.

Our focus during the earlier part of the year was

supporting Matt Pullen ahead of him becoming Chief

Executive in March. Matt completed a comprehensive

induction programme immediately after joining in

January that included engagement with all our key

stakeholders. Most importantly, Matt was able to get

out across the Group’s businesses and manufacturing

network, developing an understanding of the Group’s

culture and the characteristics that have driven its

success to date. The Group benefitted from an orderly

handover period with Martyn Coffey and Martyn’s

agreement to remain with the Group in an advisory

role until the end of 2024.

In May 2024, Simon Bourne, previously the Group’s

Chief Operating Officer, moved into the role of Chief

Commercial Officer, responsible for the Group’s

commercial strategy and the financial performance

of the Group’s business divisions. This not only

supports our future strategic ambitions but, at the

time, addressed the need for strong commercial

leadership, particularly given the underperformance

in our Landscaping business, and the need to

implement, at pace, a number of self‑help measures

to address this. Under Simon’s guidance, a new

leadership team has been appointed that will

drive short-term improvement and medium to

long-term growth in the Landscaping business.

In supporting Simon’s change of role, the Board

concluded that his knowledge and experience of

the Group, its customers and its operations meant

he was perfectly placed to take on this increased

responsibility. Simon also continues in his role as

a member of the Marshalls Board, but was not

involved in the approval of his change of role.

2024 has also seen the Board reappoint Deloitte

LLP as the Company’s external auditor. The financial

year ended 2024 was the tenth year of Deloitte’s

tenure and accordingly the Audit Committee ran a

competitive audit tender process during the year

that culminated in a recommendation to reappoint

Deloitte. Further details are set out on page 89 in

the Audit Committee Report.

Importantly, the Non‑Executive Directors and I

continued to engage with the business throughout

the year, beyond our attendance at Board and

Committee meetings. I have already mentioned

Diana Houghton’s contribution to our strategy review,

but there was additional engagement on our audit

tender and the implementation of Phase 1 of our

new Enterprise Resource Planning system (Microsoft

Dynamics 365), through site visits and with the

mentoring of senior leaders and emerging talent in

the business. This was in addition to engagement

through our Employee Voice Group (“EVG”). This

engagement is vital to the Board’s commitment to

monitoring our culture and engagement as we move

to execute our strategic plans during 2025.

Given the degree of change we have navigated

throughout the year, the Board has invested a

significant amount of time in our Board performance

review. Further details are set out on page 81. This

will ensure we take advantage of opportunities to

build on the trust and cohesion that have defined

our Board culture in recent years and to identify the

skills and experience we need as we plan for Board

succession over the coming years.

The composition of the Board continues to

complywith the Listing Rules that require UK listed

companies to disclose on a “comply or explain”

basis against set diversity targets. Details of the

current composition of the Board by gender, ethnic

diversity and length of service are on page 109.

The Board is committed to delivering the ambitious

long-term growth agenda the Group set out at the

CME and will dynamically respond to opportunities

and threats as we progress. Balanced decision

making and open communication, reflective of our

culture and purpose, are what “good governance”

means to Marshalls. This is central to our

application of the UK Code.

This Corporate Governance Statement explains

how Marshalls’ governance framework supports

the principles of integrity, strong ethical values and

professionalism which are integral to our business.

The Board recognises that we are accountable to

shareholders for good corporate governance. This

report, together with the Reports of the Nomination,

Audit, Remuneration and ESG Committees on

pages 83 to 108, seeks to demonstrate our

commitment to high standards of governance

thatare recognised and understood by all.

Our strategic review

underpins our ability to

leverage our diversified

portfolio of businesses.

Pragmatic challenge and

support from the Board will

ensure we remain agile and

disciplined, as we progress

with our growth agenda.

Vanda Murray OBE

Chair

Summary

• Resilient performance whilst managing

transition between Chief Executives

• “Root and branch” review of Group strategy and

November presentation of ‘Transform & Grow’

• Matt Pullen now well established following

comprehensive induction

• Simon Bourne has moved into the role of

Chief Commercial Officer providing strong

commercial leadership

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 68

Corporate Governance Statement continued

Board

• Board meetings

• AGM

• Strategy review

• Business and stakeholder engagement

• Designated NED for employee engagement

• Shareholder engagement on strategy,

performance and governance

• Applying UK Code principles

Audit

Committee

Read more on

pages88 to 90

Nomination

Committee

Read more on

pages83 to 87

Executive Committee

• Committee meetings

• AGM

• Chief Executive transition

• Monthly meetings

• Weekly update calls

• Strategy implementation and review

• Monthly business reviews

• Bi-monthly ESG Steering Committee

meetings

• Regular EVG meetings

Our governance framework

Remuneration

Committee

Read more on

pages93 to 108

ESG

Committee

Read more on

pages91 and 92

Programme of activities

Diversity

and Equity

Taskforce

ESG

Steering

Committee

Group

businesses

Employee

Voice

Group

Read more on

page34

Culture:

The Marshalls

Way

(

)

Governance at Marshalls

Our culture is at the heart of everything we do: The Marshalls Way.

Ourpurpose drives our strategy. These operate as a virtuous circle with

regular reflection by the Board and the business. The operation of our

business and the decisions we make have regard to the interests of our

stakeholders. This approach to governance enables dynamic decision

making and agility but ensures we never lose sight of the elements within

that drive our long-term sustainability.

’

‘

’

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 69

Corporate Governance Statement continued

Activities in 2024

Activity Outcome Link to strategy

Strategy: launch of

‘Transform & Grow’

With challenge and support from the Board, the Group undertook a comprehensive, externally facilitated review of its strategy culminating

in its launch at our capital markets event in November 2024.

The review was a Group‑wide project, engaging the senior leaders within each of our business units, to “lift the bonnet” on the business

and rigorously consider the choices we have to realise the Group’s potential.

‘Transform & Grow’

Performance: underperformance

inLandscaping

The Group completed a comprehensive review of underperformance within Landscaping, supporting a change in commercial leadership of

the Group, with Simon Bourne’s appointment as Chief Commercial Officer. The Group restructured the leadership within the Landscaping

business, including the appointment of a new Managing Director and Marketing Director. The Board continues to carefully track performance

in the shortterm and will monitor execution of the medium to long‑term growth plan within our ‘Transform & Grow’ strategy.

Customers who value our unique set

of capabilities

Leading brands

Governance: robust balance sheet The Board has overseen a resilient performance in weak end markets, mitigated through self‑help measures and tight cost management.

Continued focus on cash flow resulted in strong cash conversion, reduced net debt and maintenance of a robust balance sheet.

Business-wide enterprise excellence

People, organisation and culture

Governance: Chief Executive

transition

The Board, with support from the Nomination Committee, Chief People Officer and Company Secretary, managed the succession of our

former Chief Executive, Martyn Coffey.

People, organisation and culture

Governance: appointment of

ChiefCommercial Officer

Recognising the depth and breadth of his knowledge and experience, the Board appointed Simon Bourne as the Group’s Chief Commercial

Officer (moving from his Board role as Chief Operating Officer), to spearhead the reinvigoration of the Landscaping business and growth

within our other business units under our ‘Transform & Grow’ strategy. Simon’s role includes responsibility for the Group’s operations.

Customers who value our unique set

of capabilities

Business-wide enterprise excellence

People, organisation and culture

Strategy: logistics outsourcing to

Wincanton

Following the outsourcing of the majority of our logistics requirements to Wincanton, the Board closely monitored Wincanton’s

performance throughout the year, including progression with improvement actions.

Business-wide enterprise excellent

Governance: external audit tender Following a competitive audit tender process managed by the Audit Committee, Deloitte was reappointed as the Group’s external auditor. Leadership in ESG governance

and standards

Governance: impact of changes to

the UK Code

The Group continued with preparation for changes to the UK Code, particularly those relating to internal controls. This included reviewing

the design, completeness and effectiveness of the Group’s control environment to ensure that it continues to be robust. Further details

are set out in the Audit Committee Report on page 90.

Leadership in ESG governance

and standards

Business-wide enterprise excellence

Governance: ESG Committee Following its establishment at the end of 2023, the ESG Board Committee is now well established with its forward agenda focused on

progress with our carbon leadership strategic pillar that is underpinned by leadership in ESG governance and standards. During 2024, we

achieved our carbon reduction target and also incorporated Marley and Viridian Solar into our plan and set near and long-term carbon

reduction targets which have been approved by the Science Based Targets initiative (“SBTi”).

Leadership in ESG governance

andstandards

Carbon leadership

Governance: capital

allocation policy

Strong cash generation during 2024 supported the Board’s approval of repayments of £55 million of the Group’s term loan during the

year to ensure the efficient management of borrowings and finance costs. The Board approved this with the knowledge that the Group’s

remaining facilities provide it with significant liquidity to fund its strategic and operational plans going forward.

Business-wide enterprise excellence

People, organisation and culture

Governance: internal Board

performance review

The Chair, with the support of the Company Secretary, completed a Board performance review, including Q&A sessions with each Director.

A number of actionable recommendations were made and progress against the objectives identified in 2023 was reviewed. Further

details are set out on page 81.

Leadership in ESG governance

and standards

People, organisation and culture

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 70

Corporate Governance Statement continued

Priorities in 2025

Activity Outcome/activity Link to strategy

Strategy: deployment of

‘Transform & Grow’

The Board will monitor how the Group executes and performs against its strategic objectives, including successful deployment of our

new business unit led operating model. Effective engagement of all colleagues in achieving the Group’s strategic ambitions will be critical

to unlocking future growth and value creation.

‘Transform & Grow’

People, organisation and culture

Performance: underperformance in

Landscaping

The Group will monitor the performance of Landscaping in the short term, as we begin to execute our plan to deliver sustainable growth

through the medium term, with Landscaping operating a simplified model to drive greater value from its distinctive national model, with

the goal of outperforming the market by 1 to 3 per cent.

Customers who value our unique set

of capabilities

Leading brands

Performance: economic outlook

and market dynamics

The Group will track the economic outlook and market dynamics ensuring the business is able to leverage its market positions and

established brands through efficient use of its nationwide manufacturing capacity. Retain flexibility in our strategy in the event of further

market weakness and our agility in responding to this.

Business-wide enterprise excellence

Governance: Board

succession planning

The Group will appoint a successor to Graham Prothero as SID and Chair of Audit Committee, with Graham scheduled to step down in

2026 after nine years with the Group. This will ensure an appropriate handover period. Plan for the Chair’s succession, scheduled in 2027.

People, organisation and culture

Strategy: attracting and

retaining talent

The Group will approve its people strategy, which is being updated to reflect our ‘Transform & Grow’ strategy. This will ensure we can attract,

motivate, develop, progress and retain diverse talent, fostering a performance driven culture. Monitor talent depth and succession beyond the

Board, which is critical to our long‑term success.

Business-wide enterprise excellence

People, organisation and culture

Governance: preparation for our

Directors’ Remuneration Policy

review in 2026

Alongside approval of our updated people strategy, the Company will undertake a review of our Directors’ Remuneration Policy with

ourremuneration advisers, ahead of it being tabled for approval at our 2026 AGM. This will include consultation with our key shareholders

and stakeholders.

Business-wide enterprise excellence

People, organisation and culture

Leadership in ESG governance

and standards

Governance: impact of changes to

the UK Code

The Group will fully implement those requirements of the UK Code that apply for reporting periods beginning on or after 1 January 2025. Leadership in ESG governance

and standards

Governance: ESG Committee The Group will track business unit led activities driving our carbon leadership strategic pillar and ensure our reporting and compliance

driven activities underpin our leadership in ESG standards and governance.

Leadership in ESG governance

andstandards

Carbon leadership

Governance: externally facilitated

Board performance review

As required by the UK Code, we will conduct an externally facilitated Board performance review and report on this in next year’s

Annual Report.

Leadership in ESG governance

andstandards

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 71

Corporate Governance Statement continued

ESG priorities

Our strategic goal is to ‘Transform & Grow’

the Group, guided by our purpose of Building

Tomorrow’s World. Carbon leadership within each

of our divisions is one of the Group’s core strategic

pillars and is underpinned by our leadership in ESG

governance and standards – something we have

prioritised and championed for more than 20 years.

A report of the work of our newly formed ESG

Committee is set out on pages 91 to 92 and our

ESG governance framework is set out on page 91.

Operating responsibly has been a foundation of

our business from the outset and pages 32 to

42 of the Strategic Report include further detail

on how this is represented in our day-to-day

business operations and the outcomes these drive.

Stakeholder trust is built on the actions we take and

our ESG commitments and credentials demonstrate

this clearly.

• Environmental – we take our environmental

impact seriously. We now have a clear science-

based SBTi approved net-zero target across all

emission scopes by 2050. This covers the whole

of the Group. Carbon leadership is a core pillar of

our ‘Transform & Grow’ strategy

• Social – we have a comprehensive human rights

due diligence programme across our high-risk

supply chains, including solar. Respect for the

rights and wellbeing of employees, their families

and the wider communities in which we operate

will be central to the social value programme we

aredeveloping

• Governance – leadership in ESG governance

and standards underpins our strategy. We aim to

ensure that our processes and controls enable us

to operate ethically and responsibly

For further details see our ESG Committee Report

pages 91 to 92

ESG Board Committee

The Board

Supported by

• ESG metrics

• ESG Board updates

• Shareholder engagement

• ESG reporting

• Risk Register

• Climate-related risks

andopportunities

• Climate Disclosures

WorkingGroup

• Sustainability Report

• Science-based targets

• Metrics and targets

ESG oversight

Executive Team

• The Chief Executive is accountable for the delivery of the ESG strategy that underpins

both our carbon leadership and our leadership in ESG governance and standards

• The Executive Team members are individually responsible for reviewing and

confirming risks in their own areas, including climate‑related risks

ESG Steering Committee

• Chaired by the Chief Legal Officer and Company Secretary and attended by Chief

Executive, CFO and CCO

• Responsible for ensuring the ESG strategy remains fit for purpose, plans are in place

and progress is measured and reported

• Advises the Board on ESG-related risks and opportunities

Group risk management

• Responsible for implementing the Group risk management framework and Risk

• See risk management framework and governance on pages 54 to 56

Operational teams

• Responsible for managing and resourcing approved activities

• Advise on operational feasibility of projects

• Collaborate on ESG and sustainability projects

ESG delivery team

• Responsible for driving progress along our plans, including science‑based targets

• Updates the ESG Steering Committee and the ESG Committee on progress

againsttargets

Board‑level oversight of ESG strategy and ESG risk management, including climate‑related risks and opportunities

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 72

Corporate Governance Statement continued

Safety and agility at the heart of

how we work

Making sure that all colleagues get home safely and

injury free after each working day is of paramount

importance to the Board and the business.

Reviewing safety is core to the agenda at each

Board meeting and reflects the culture we are trying

to create, where all colleagues always look out

for each other’s safety, sharing good practice and

improvement ideas. Our safety record evidences the

progress we have made, and we have a health and

safety measure in our incentive schemes (see page

94 for more details).

Flexibility and agility in working practices have

become an important tool in attracting and retaining

talent as expectations about how careers and day-

to-day lives interact have shifted. The Board takes

its responsibility to monitor the Group’s culture very

seriously and does this in a very active way, through

the Employee Voice Group, site visits and other

channels. At its core, Marshalls is a manufacturing

business, and we must be mindful of this dynamic

and recognise that many of our colleagues do not

have the option of working flexibly.

Weighing up the benefits technology brings,

including increased agility, and reduced costs

and carbon footprint, with the need to maintain

and develop our culture is vital. We continue to

support our teams to work collaboratively including

meeting in person more regularly as we believe

this will give us impetus in executing our refreshed

strategy. TheMomentum Team, a new leadership

group formed in 2024, met during the year with

this outcome specifically in mind. See page 34

forfurther information.

The Board and Committees hold all scheduled

meetings in person. This has been particularly

valuable during the last year in which we have

experienced persistently challenging market

conditions, navigated the transition between

Chief Executives and conducted a comprehensive

strategic review. The Board continues to leverage

technology when we need to meet at short notice

orif there is business need.

Many of the good practices we have introduced

over the last few years continue to serve the

business well and improve our control environment

and dynamic decision making remains central to

the way the Board and senior management team

operate the business. The Board sets the culture

for effective risk management and, together with

the senior management team, ensures that we

arehaving regard to our key stakeholders when

making decisions.

Diversity

Although we have increased female representation

across the Group, and have a very active and

successful apprenticeship programme, making our

business more representative of the communities

in which we operate, and taking advantage of the

opportunity greater diversity presents, remains

an area of challenge and one where there is more

work to do.

As we develop our people strategy during 2025, it

will be with a view to this acting as a key enabler

for our ‘Transform & Grow’ strategy. We will invest

in building awareness of the value greater diversity

drives and look specifically to improve female

representation in operational and senior leadership

roles. This will be through a combination of actively

promoting diversity, equity, respect and inclusion

(“DERI”), particularly in our recruitment processes,

and training colleagues to ensure we avoid

unconscious bias. Our policies support these aims

and our commitment is supported by our Code

of Conduct.

Marshalls has a zero-tolerance approach to

discrimination, and there have been instances

during the year where we have acted on this when

behaviours and standards have fallen short of

our expectations. We believe the sector remains

challenged, particularly when trying to improve

diversity in operational and site‑based roles, but we

are determined to play a sector leadership role in

addressing the structural lack of diversity.

The benefits of diversity in our workforce mirror

those in our diversified portfolio of businesses in

that we believe they will both drive our long-term

growth. We recognise that achieving these benefits

requires investment and this will be considered as

we update our people strategy.

The Board has approved the Group-wide Diversity

and Inclusion Policy and continues to support the

senior management team in the execution of the

Group’s longer-term DERI strategy.

At Board level, gender diversity was maintained

during 2024. Including me, a female Chair, we

have50 per cent female representation on our

Board overall and one Director from an ethnic

minority background.

Board performance review

With the support of the Company Secretary, we

conducted an internal performance review of the

Board and its Committees. In contrast to previous

internal reviews, the review for 2024 involved a

series of one-to-one interviews between each Board

member and the Company Secretary. The questions

focused on specific items and decisions considered

by the Board during the year and how it was felt

these were addressed. The review also reflected

on the Board’s performance against the objectives

identified in 2023’s internal performance review.

Given recent changes to the Board, the review

provided an opportunity to assess not only the

Board’s performance, but also Board dynamics and

culture and how we optimise these to maintain

the cohesion needed as we move to execute

our strategic plan. As required by the UK Code,

the Board will conduct an externally facilitated

evaluation during 2025. Page 81 of this report gives

more detail on the most recent performance review

and the extent to which the objectives from our

2023 review were achieved.

Responsibility Statement

In the opinion of the Directors, these Annual

Financial Statements present a fair, balanced

and understandable assessment of the Group’s

position and prospects and provide the information

necessary for shareholders to assess the Group’s

position and performance, business model and

strategy. The respective responsibilities of the

Directors and the auditor in connection with

the Financial Statements are explained in the

Statement of Directors’ Responsibilities and the

Auditor’s Report on pages 111 to 112 and 113 to

120 respectively.

The Strategic Report was approved by the Board

and signed on behalf of the Board.

Vanda Murray OBE

Chair

17 March 2025

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 73

Board leadership and Company purpose

Corporate Governance Statement continued

This Corporate Governance Statement has been prepared in accordance with the principles of the UK

Corporate Governance Code dated July 2018 (the “UK Code”) which applies to the financial year 2024.

We have complied with the principles and provisions of the UK Code throughout 2024. The UK Corporate

Governance Code is available at www.frc.org.uk.

Our governance sections over the following pages explain how the Group has applied the principles

throughout the year and up to the date of this Annual Report.

Compliance Statement

Division of responsibilities

• Open and transparent communication and

information drive trust and support dynamic

decision making

• Relationship between Board and senior

management team underpinned by regular

engagement. Chair and Chief Executive building

strong relationship as we move to execute our

new strategy

• Robust challenge and support provided

andwell received by management

• Clear, proportionate decision making

parameters balance Board control and

operational flexibility, with clear and timely

information supporting the effective and

efficient functioning of the Board

Composition, succession and evaluation

• Balanced Board with breadth of experience,

knowledge and skills

• Majority of independent Directors and

experienced Committee Chairs

• Succession plan with rigorous procedure

for appointments supported by experienced

external search consultants

• Internal performance review reflecting on

Board decision making during 2024 and an

assessment of how the Board addressed

objectives from the 2023 internal review.

Setting key areas of focus for the Board in2025

• Engagement with shareholders on

performance and governance

Audit, risk and internal control

• Conducting the tender for our external auditor

and recommending the Board reappoint

Deloitte LLP

• Clear oversight of external and internal audit

functions and planning

• Effective oversight of internal control

environment, and the programme of

work to review the design, completeness

and effectiveness of the Group’s control

environment that supports the forthcoming

changes to the UK Code

• Detailed consideration of development

in reporting under TCFD and prospective

requirements under other emerging standards

• Ensuring adequacy of the Group’s risk

management framework and participating in

the risk review process

• Maintaining the improvement in the

processes by which we ensure we act upon

recommendations and monitor outcomes,

allowing us to continuously improve

• Oversight of financial reporting, including

judgements made in preparing this Annual

Report and Accounts and notably those

relating to our goodwill impairment review

anddisclosure of adjusting items

Remuneration

• Implementation of our Remuneration Policy

• Engagement with shareholders through our

annual programme of governance meetings

with shareholders

• Reviewing incentive scheme targets, ensuring

they support attraction and retention of talent,

drive good behaviours and create alignment

with stakeholder interests

• Appropriate and proportionate consideration

ofperformance and reward outcomes

Read more on page 82

• An experienced female Chair who provides

pragmatic leadership and drives inclusive and

robust debate and dynamic decision making

• Experienced Board with a good balance

of technical and industry knowledge

and experience and a demonstrable

ability to address both the critical issues

facing theGroup in the near term and

itslong‑termsustainability

• 2024 focus on Chief Executive succession,

strategy development, core business

performance and cost and cash management

• Our culture, The Marshalls Way, and purpose,

“Building Tomorrow’s World,” guide decision

making and the way the business is operated

and controlled

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 74

Corporate Governance Statement continued

Compliance Statement continued

Role of the Board

The Board currently comprises an independent

Non‑Executive Chair, four independent

Non-Executive Directors and three Executive

Directors. Their biographical details are on

pages66 and 67.

Our Schedule of Matters Reserved for the Board

(summarised opposite) is reviewed annually and

is available on our website. It ensures we retain

the right balance between Board oversight and

operational flexibility.

Delegation to Board Committees

The Audit Committee Report on pages 88 to 90

provides details of the Board’s application of UK

Code principles in relation to financial reporting,

audit, risk management and internal controls.

The Nomination Committee Report on pages 83 to

87 reports on how Board and senior management

composition (including diversity), succession

and development are managed to reflect UK

Codeprinciples.

The Remuneration Report on pages 98 to 108

explains how the Group’s Remuneration Policy

has been implemented and shows Directors’

remuneration for 2024. The Remuneration Report

also provides gender pay and balance information.

The ESG Committee Report on pages 91 and 92

explains how our newly formed Committee has

provided oversight and support for the Group’s ESG

strategy and the ESG Steering Committee (which

comprises members of the senior management

and ESG delivery teams).

Ad hoc Board Committees are established for

specific purposes: for example, during 2024, Board

Committees were established to finally approve the

preliminary and half year results and to consider

the Group’s detailed review of its internal controls

framework and its application in preparation for the

changes to the UK Code that will come into force

for financial years starting after 1 January 2025.

Delegation to the Executive Directors

andmanagement

The day-to-day management of the business

andthe execution of the Group’s strategy are

delegated to the Executive Directors.

The Group’s reporting and governance structure

(see page 69) and controls below Board level

are designed so that decisions are made by

themost appropriate people in an effective

andtimely manner.

In deciding what is “appropriate” for these

purposes,we consider the scale and complexity

of our business and reflect how these have grown

over time.

Management teams report to members of

the Executive Committee, which comprises

thesenior management team, including the three

Executive Directors. The Executive Directors

and other Executive Committee members give

regular briefings to the Board in relation to

strategic progress and specific business issues

anddevelopments.

Clear and measurable KPIs are in place to enable

the Board to monitor progress. This structure, our

controls and open and transparent information and

communication enable the Board to make informed

decisions on key issues, whilst having regard to

the interests of all our key stakeholders. These

include our new ‘Transform & Grow’ strategy, capital

structure, internal control and risk frameworks and

risk appetite.

Group operations

andmanagement

andcontrol structure

Close monitoring of

manufacturing capacity

ensuring alignment

with demand

Terms of Reference

and key policies

Embedded in Board

agenda cycle

Approving

financialreports,

internal control and

risk management

Half and full year results,

preparation for new UK Code

requirements on internal

controls,standalone risk

reviews including a separate

review by NEDs

Group strategy

and budgets

‘Transform & Grow’

strategy, core business

underperformance,

logistics outsourcing

performance,

budget approval

Approving major

transactions

Capital approvals for

yellow plant and vehicle

replacement, strategic

property disposals

Board composition

and succession

Supporting Matt Pullen’s

induction, succession

planning for

GrahamProthero

Changes to capital

orcorporate structure

orconstitution

Cost control and cash

management delivering

reduction in net debt, £55

million repayments of

term loan

Culture, governance

and remuneration

Designated Director for

employee engagement,

internal Board

performance review,

Remuneration Policy

implementation

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 75

Corporate Governance Statement continued

Compliance Statement continued

Board leadership and

Company purpose

Leadership and purpose

Fulfilling our purpose of Building Tomorrow’s World

requires leadership and engagement to ensure we

leverage the strength, adaptability and resilience

that the diversification within our business has

created, whilst addressing underperformance

inourLandscaping business.

Whilst the pace of market recovery remains

uncertain, the Board has acted decisively during

the last year, guided by The Marshalls Way, to

refresh the Group’s strategy and ensure our

leadership reflects the needs of the business,

whilst maintaining the discipline that has helped

us manage our cost base and reduce our debt.

These actions provide a platform to unlock future

growth and value creation for our shareholders

andour people.

Our strategic review and the reformulation of our

purpose have involved stakeholders across the

Group. This reflects our belief that our people are at

the core of our ability to deliver against our strategic

objectives. We are embarking on a Group-wide

engagement and communication project that

willbring these to life for all our colleagues.

The Board never shies away from making difficult

decisions, but having established a balanced

and resilient exposure to our end markets, our

‘Transform & Grow’ strategy evidences the

headroom for growth in our addressable markets,

and the support and development of our people

willhelp us unlock this.

The Board is committed to using all channels

available to it to ensure the Company’s purpose,

values and strategy are aligned with our culture.

Our EVG is a well‑established conduit for this, and

the Directors can choose any other engagement

mechanism that fits a particular need. AllDirectors

report back on their engagement with the

business at each Board meeting so that this

knowledge and experience benefit the whole

Board. This engagement supplements updates

received at Board and Committee meetings

throughout the year.

Nearly three years on from Marley joining the

Group, there is greater understanding of how

our businesses, with their leading brands, can

benefit from each other’s strengths and cultural

commonalities. The Board’s continuing engagement

with the businesses has informed its contributions

to the Group’s strategic review and has enabled the

Board to monitor the Group’s culture.

As part of our annual programme of meetings

with shareholders’ governance and compliance

teams, we have covered business performance,

Board succession and transition between Chief

Executives, remuneration, our strategic review, ESG

and colleague engagement and morale. Shareholder

feedback has been shared beyond the Board with

relevant teams so they can reflect on this in shaping

our future plans. This approach supports balanced

and dynamic decision making at Board level, and by

our senior leaders within the business.

Our Strategic Report on pages 1 to 65 explains how

we seek to fulfil our purpose, how this is supported

by our policies and procedures, and how we identify,

monitor and manage our key risks.

Transparency and trust between management

and the Board have built confidence in how the

business is operated and controlled on a day-to-day

basis and the whole Board has committed time

to maintaining this dynamic given the changes to

the Board during the last year. This is a standing

commitment that underpins our Board culture and

decision making. It will support and challenge the

execution of our strategy, holding management to

account as we seek to harness our exposure to

scale markets withlong‑term growth drivers.

The reports of our Board Committees give further

detail on how our policies and processes, and the

principles of the UK Code, have been applied during

the year in particular areas and how this relates to

our culture and strategy.

Dynamic decision making enabled us to recognise

the opportunity presented by undertaking a

comprehensive strategic review and in changing

the commercial leadership of the Group to address

underperformance in Landscaping and to position

us to take advantage of our strategic growth levers.

Simon Bourne’s deep knowledge of the Group’s

operations and customers will support our ability

toalign our capacity with demand and the need,

in the medium to longer term, to build greater

flexibility into our cost base so that we are equipped

to respond to demand in the most efficient way.

Our well-established ESG programme is driven

by our commitment to operate the business

responsibly, having regard to the interests of

our stakeholders. Our ESG Committee oversees,

supports and challenges the work driving our

carbon leadership strategic pillar, which is

underpinned by our commitment to leadership in

ESG governance and standards. As part of this, our

recalibrated net‑zero targets across all emissions,

now incorporating Marley, have been approved

by the SBTi. In launching our ‘Transform & Grow’

strategy, we articulated the attributes within each

of our businesses that support carbon leadership

within their respective markets. These demonstrate

our clear and measurable commitments to ESG

leadership within our sector.

We continue to support investment in the business,

with the focus during the year being on upgrading

“yellow plant,” replacing specialist vehicles within

our Mortars & Screeds business and maintaining

our existing manufacturing assets. Whilst our

commitment to continuous improvement remains,

we did reprioritise capital expenditure plans during

the last year to ensure they were aligned with

demand and the need to maintain cost discipline.

The Board receives regular updates from the

Executive Directors on the agreed KPIs set out

on pages 18 and 19. As we progress with the

implementation of the ‘Transform & Grow’ strategy,

the Board will receive information that enables it to

assess performance against the targets the Group

sets itself. As part of this year’s Board performance

review, the high quality of the information provided

to the Board was acknowledged and we will look

to develop this further through the introduction

of a “balanced scorecard” that provides a more

holistic assessment of how we are progressing

withour goals.

Our EVG goes from strength to strength as an

effective and representative colleague engagement

forum. Attendance by our designated Director

for employee engagement, Angela Bromfield,

and other members of the Board and senior

management team at our Group level EVG ensures

the Board understands how the actions we take are

impacting colleagues and our culture and, where

appropriate, how effective they are. It also allows

the Board to assess general engagement levels

and the correlation with our people related risks,

forexample our ability to attract and retain talent.

With the latest election of new members of the

Group level EVG in January this year, this group is

as representative of our businesses and operations

as it has ever been. This will give the Board and

management a clearer picture of what is important

to our people and how they are feeling, and also

give our EVG members the opportunity to challenge

our approach.

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 76

Corporate Governance Statement continued

Compliance Statement continued

At the Group level EVG, updates were provided on

our strategy, vision and purpose development work,

health and safety, employee engagement survey,

D365 implementation, changes to our attendance

policy and learning and development consultation.

In addition, the group received business updates

from our Chief Executive and had the opportunity,

during an open forum, to share its views or raise

questions on anything business related.

During 2024, EVG meetings at both site and

divisional levels within the Marshalls business have

been established, and the cascade from the Group

level EVG has become embedded. This means

that business leadership has more time in direct

meetings with employee representatives across

the Group. This communication channel hasnow

evolved to have a deep and direct reach into

the Group.

Feedback at the end of 2024 from the employee

representatives was that this approach had

positively impacted every level of the channel.

Further details of how we engage with employees

are set out on page 30.

Whilst we remain committed to our DERI strategy

and have improved female representation and

lowered the age profile across the Group’s

workforce, the Board acknowledges that there

is more to do, particularly in achieving greater

diversity within operational roles. We are currently

reviewing our people strategy to ensure it

supports the delivery of our refreshed strategy and

investment in DERI initiatives will be considered

as part of this. Our commitment to operating an

inclusive business remains and our DERI strategy

remains an important component of the long-term

sustainability of the Group.

Good governance is supported at Marshalls

by robust systems and processes and a good

understanding of risk and risk appetite. The Group’s

control and risk management frameworks are

reviewed annually and have been critically reviewed

during the year. We review our Risk Register at least

twice a year and our internal audit plan factors in the

results of these reviews. The Board and the Audit

Committee receive periodic reports from the internal

auditor on a range of topics each year that are given

careful consideration by the AuditCommittee.

Further details of our approach to risk identification

and management are set out in the Strategic Report

on pages 54 to 64.

The Board remains confident the Group’s

application of the UK Code principles during

2024 will drive its long-term sustainable success

by providing a platform to execute the Group’s

‘Transform & Grow’ strategy and fulfil its purpose

ofBuilding Tomorrow’s World.

Conflicts and concerns

The Board maintains a conflicts register that

identifies situations in which conflicts may arise,

which is reviewed regularly. In situations where an

actual conflict is identified, the affected Director

may be excluded from participating in relevant

Board meetings or voting on decisions. There is no

shareholder with a holding of sufficient significance

to exercise undue influence over the Board or

compromise independent judgement.

Concerns about the running of the Company or

proposed action would be recorded in the Board

minutes. On resignation, if a Non‑Executive Director

did have any such concerns, the Chair would invite

the Non-Executive Director to provide a written

statement for circulation to the Board.

Whistleblowing

The Group’s Serious Concerns Policy sets out

the principles under which employees can raise

concerns in confidence. This is supported by an

independent whistleblowing telephone and online

reporting service, through which concerns may

be reported anonymously if preferred. The Audit

Committee receives reports on matters raised

under this policy and the outcome of investigations.

Any concerns raised are investigated appropriately

by individuals whose judgement is independent

and who are not directly involved with the

matters raised.

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 77

Division of responsibilities

Roles and division of responsibilities

There is a clear division between Executive leadership and leadership of the Board expressed in the written Terms of Reference of the Chair and Chief Executive.

The Chair leads the Board and is responsible for its overall effectiveness. She was independent

on appointment in 2018 and brings her judgement, experience and skills to the role. Our

internal Board performance review assessed the Board’s performance during 2024, including

Board dynamics and culture, strategy development, Board composition and succession

and the Board’s strengths and development areas. The review concluded that during 2024

the Board leveraged its knowledge and experience in supporting the development of the

Group’s refreshed strategy and successfully managed the succession of our Chief Executive.

Critically, the Board has acted pragmatically and with agility in leading the Group to a resilient

performance in challenging market conditions.

The Chief Executive has responsibility for all operational matters which include the

implementation of strategy and decisions approved by the Board.

The Senior Independent Director provides a sounding board for the Chair and also acts as an

intermediary for other Directors and shareholders.

The Board has determined each of the Non-Executive Directors to be independent in

accordance with Section 2, Provision 10 of the UK Code.

At least once a year the Chair meets the Non-Executive Directors without the Executive

Directors being present. The Senior Independent Director meets the other Non-Executive

Directors annually without the Chair to appraise the Chair’s performance.

On appointment, the expected time commitment for Board members is made clear. The Chair

and other Non-Executive Directors disclosed their other commitments prior to appointment

and agreed to allocate sufficient time to the Company to discharge their duties effectively

and ensure that these other commitments do not affect their contribution. The current

commitments of the Chair and other Directors are shown on pages 66 and 67.

overboarding

Evaluating

performance

NED

independence

Senior

Independent

Director

Chief

Executive

Chair

Board meetings and attendance*

Key = Present Board

Audit

Committee

Remuneration

Committee

Nomination

Committee

ESG

Committee

Vanda Murray OBE

(Non-Executive Chair)

—

Matt Pullen

— — —

Martyn Coffey

— — —

Justin Lockwood

— — —

Simon Bourne

— — —

Graham Prothero

(Non-Executive)

Angela Bromfield

(Non-Executive)

Avis Darzins

(Non-Executive)

Diana Houghton

(Non-Executive)

* The Board held seven scheduled meetings during the year.

The Chair, Chief Executive, Chief Financial Officer and Chief Commercial Officer are not members of the Audit Committee

but normally attend Audit Committee meetings by invitation. The Non-Executive Directors also meet the external auditor

in private.

The Chief Executive and Chief Financial Officer (from October 2024 onwards) attend Remuneration Committee meetings by

invitation. The Chief Executive also attends the Nomination Committee by invitation. The Company Secretary attends Board

and Committee meetings as Secretary. Board members also participate in the Group’s annual strategy review with the

senior management team, which during 2024 was held in October. In addition, the Board participates in site visits, training

sessions, the EVG and other business activities where they have relevant expertise and experience.

Martyn Coffey stepped down as Chief Executive and from the Board on 29 February 2024.

Matt Pullen was unable to attend the Board meeting in May 2024 due to ill health.

Corporate Governance Statement continued

Compliance Statement continued

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 78

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Compliance Statement continued

Board meetings

There is an established format and programme for

scheduled Board meetings, which were all held in

person last year.

This programme is supported by a forward-looking

planner that focuses on Board business for the year

ahead and ensures an appropriate balance between

the Board’s consideration of strategy, performance

and governance. The Chair, Chief Executive and

Company Secretary review this planner on a

regular basis to ensure it reflects current business

priorities alongside our strategic plan. During 2024,

this enabled dynamic consideration of the Group’s

need for commercial leadership change in light of

underperformance in our Landscaping business.

This ultimately led to the appointment of Simon

Bourne as Chief Commercial Officer.

For 2025, our planner supports clear Board

oversight of the execution and progress with

the individual business unit strategies within our

‘Transform & Grow’ strategy and we are creating a

balanced scorecard of measures that will support

the Board’s monitoring of this.

The Chief Executive, the Chief Financial Officer

and the Chief Commercial Officer report on

strategic, financial, and commercial and operational

performance respectively at each Board meeting.

The Chief Executive also updates the Board,

at each meeting, on wider industry, sector and

competitor considerations that are relevant to

ensuring that decision making has regard to all

stakeholderinterests.

The Chief Commercial Officer reports to the Board

on health and safety, including the development

and implementation of our health and safety

strategy. Health and safety is prioritised, reported

on and considered on a standalone basis at every

scheduled Board meeting. The safe operation of

our sites, our safety culture and any incidents or

accidents at our sites are constantly monitored.

Everything we do in respect of health and safety is

guided by The Marshalls Way, i.e. “we do the right

things, for the right reasons, in the right way”.

The Board participated in the strategy review

undertaken by the Group over the last year. The

Board was engaged following the fact finding and

data collation phase of the review, with OC&C

Strategy Consultants (“OC&C”) reporting its findings,

and the management team then sharing the

proposed strategy. This culminated in a full day’s

review with the Board in October 2024, followed

by the presentation of our strategy at our capital

markets event in November. The review involved

engagement with key members of the senior

management team and OC&C in considering

the Group’s refreshed strategy and our plans for

embedding it within the business. As part of this

review, the Board convened, outside of scheduled

meetings, to receive updates and discuss progress

with the development of the strategy.

In addition to the standing items on the Board’s

agenda, the principal areas of focus considered by

the Board in 2024 were:

• Development of ‘Transform & Grow’ strategy

• Outsourcing of logistics to Wincanton and performance

• Landscaping underperformance

• IT/digital: ERP (Microsoft Dynamics 365) implementation

• People and culture, including reward, succession, talent development and DERI

• 2025 budget

• Capital investments: yellow plant and fleet replacement

• Asset disposals: surplus real estate assets

• Capital structure and dividends

• Market, sector and competitor updates and outlook

Operations

• Health and safety

• Marley integration

• Supply chain, procurement and logistics

• Technical innovation project updates

• People: culture, engagement and morale

Governance and risk

• Interim and final results and dividends

• Board composition: induction of Matt Pullen

• Internal Board and Committee performance review

• Annual shareholder governance meetings

• EVG feedback and NED engagement

• Defence planning

• Broker and financial adviser updates

• Policy reviews in accordance with matters reserved for the Board

• Whistleblowing

• Cyber security

• Stakeholder engagement

• AGM voting and guidance

Strategy

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 79

Composition, succession andevaluation

Our Nomination Committee leads our transparent

and formal process for appointments to the Board,

supported by our Chief People Officer, Company

Secretary and external specialist recruiters. Board

succession planning is reviewed at least annually

by the Nomination Committee, while succession

planning at Executive level is reviewed by the Board.

During 2024, the Board received a detailed update

on our talent management programme including

our talent quality, mobility and retention. This was

delivered through the lens of our strategic review

and focused on our readiness to execute our

strategic plans and the actions needed to address

any organisational gaps.

In anticipation of our revised people plan, which is

being aligned with our ‘Transform & Grow’ strategy and

which the business is currently working on, the Board

also reviewed wider succession planning for senior

leaders within the business, both at business unit and

functional level. Our Risk Register acknowledges our

capability, diversity, attraction and retention challenges,

together with the current mitigating factors. We will

consider these in formulating our people strategy to

ensure we can create the optimal operating model to

deliver ourstrategy.

The Board recognises that the development

of “home grown” talent and future leaders is

fundamental to our current people strategy and the

long-term sustainability of the Group. This is an area

where the launch, during 2024, of our Momentum

leadership team marked a repositioning of our

investment in leadership development that will

start to help equip our leaders to deal with shifting

expectations that require greater agility, innovation

and collaboration and different ways of working.

Our Board remains diverse with a good balance

and depth of skills, experience and knowledge. Our

internal Board performance review has found that

our Committees are well led by suitably experienced

Chairs with recent and relevant expertise. They are

also well supported by our Chief Financial Officer,

Chief People Officer and Chief Legal Officer and

Company Secretary. Duringthe year, Matt Pullen

succeeded Martyn Coffey as Chief Executive and

Simon Bourne moved into the newly created role

ofChief Commercial Officer, having previously

beena member of the Board in his capacity asChief

Operating Officer.

Simon’s appointment reflects his deep knowledge of

the Group’s customers, products and operations and

he is uniquely positioned to drive the reinvigoration

of our Landscaping business and the long-term

success of our diversified portfolio of businesses

that are exposed to scale markets with long-term

growth drivers.

The Board is currently 50 per cent female, with

a female Chair and one Director from an ethnic

minority background. Board composition is reviewed

annually, and we assess whether the current skills,

experience and knowledge are aligned with the

Group’s strategy and expected future leadership

needs. Further details of the Board and its skills and

experience are set out onpages66 and 67.

Our succession plan is designed to ensure that Board

members’ terms expire or they retire over clearly

defined periods, normally not exceeding nine years.

All Directors stand for election or re-election (as

appropriate) at every Annual General Meeting, and all

current Directors will stand for re-election at the 2025

Annual General Meeting. The Directors’ biographical

details on pages 66 and 67 show their roles, dates of

appointment and lengths of service on the Board.

During 2024, we conducted an internal Board

performance review led by the Chief Legal

Officer and Company Secretary. See page 81 for

further details.

Directors have access to the advice and services of

the Chief Legal Officer and Company Secretary who

is responsible for ensuring that Board procedures

are complied with and, through the Chair, advises

the Board on governance matters. The appointment

or removal of the Company Secretary is a matter for

the whole Board.

Our 2023 internal Board performance review was conducted by the Chair and Company Secretary. As

we have detailed below, whilst we made progress against the priorities identified in the 2023 review,

2024 represented a year of change for the Group and our approach to addressing those priorities has

been considered with this in mind.

This demonstrates the Board’s commitment to dynamic decision making that reflects the needs of the

Group as it evolves. We continue to believe this is critical to the effectiveness of our Board.

We continue to benefit from engagement by the whole Board with the business and our people, which

is a key strength of our Board.

People

• We have made positive progress in attracting new talent to the business following a couple of challenging

years. Matt Pullen succeeded Martyn Coffey as Chief Executive and Louise Furness returned to the business

as Chief People Officer to spearhead and reinvigorate our people and reward strategy, ensuring it is guided

by and aligned with our purpose and business strategy

• Simon Bourne now has responsibility for commercial leadership of the Group and moved quickly to reinforce

our business unit teams, with a focus on Landscaping, where a new senior leadership team is now in place

• As we look forward, refreshing our people strategy, talent and leadership development, strategic

workforce planning and organisational design are areas of focus that will drive our ability to achieve our

strategicobjectives

Commercialising ESG

• Our strategic review has established carbon leadership as a core pillar of our refreshed strategy, underpinned

by leadership in ESG governance and standards. Each of our businesses has identified its priorities under

carbon leadership, having assessed what is driving customer purchasing decisions. Performance against

these priorities will be assessed and the priorities reviewed annually

• Whilst our analysis shows there is currently a differing level of focus on ESG in customer purchasing criteria,

we see our carbon leadership as an area of competitive advantage that will drive customer choices in the

medium term, as they look to reduce the carbon footprint of the construction materials used in theirprojects

Customer centricity

• Underperformance in Landscaping has led to a reshaping of the leadership team, with a focus on getting

even closer to our customers and developing a shared understanding of the challenges we are each facing,

but also on how to make the most out of opportunities that our leading brands and national manufacturing

footprint can bring to us both

• Simon Bourne, with his leadership team, is simplifying our product and service offerings and developing

Group‑wide measures that will help the Board assess customer sentiment, whilst retaining the qualitative

feedback that helps us strengthen customer relationships and build loyalty

Embedding refreshed strategy

• During the year, we have undertaken a comprehensive strategic review culminating in the presentation of our

‘Transform & Grow’ strategy. Strategy execution is now our focus, and this includes engaging our colleagues

so there is a shared understanding of this and the roles they play in helping the Group achieve its objectives

How Board priorities were addressed during the year

Corporate Governance Statement continued

Compliance Statement continued

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 80

Corporate Governance Statement continued

Compliance Statement continued

Given the change experienced by the Group during 2024, we took the opportunity to invest additional time in our Board performance review, with the Company Secretary conducting one‑to‑one interviews with each

member of the Board. The review was completed after the Group presented the ‘Transform & Grow’ strategy at the capital markets event in November 2024.

The review of 2024 represented a change in approach from previous years, with a smaller number of questions focused on certain key Board and Committee activities and decisions during the year. The questions

also provided the Board with an opportunity to reflect on performance against the objectives it set itself during the 2023 review. The time invested delivered deeper insight into the Board’s strengths and areas for

development. This provides a platform for building on our strong Board culture, following changes to the Board during the year. Implementing the recommendations from the review will ensure the Board is primed to

challenge and support the execution and delivery of our refreshed strategy, with the aim of delivering long‑term shareholder value.

The findings of the evaluation were discussed at the January 2025 Board meeting. The review concluded that, during 2024, the Board (and its Committees) successfully navigated the succession of our Chief

Executive and the Board continues to evolve following Martyn Coffey’s long tenure. Maintaining the culture and trust that underpin all high-performing teams will be critical to Board cohesion.

In addition, the review concluded that the Group leveraged the skills and experience of the Board during the strategic review and that early communication and engagement with the Board throughout the execution

phase will ensure there is ample opportunity for the Board to discuss and challenge the Group’s approach to this.

The Board and Committees continue to be well led, with great depth of knowledge, skills and relevant experience, and are supported by a strong senior management team.

Specific themes identified that will drive our focus during 2025 are:

Executing brilliantly

• Our new strategy provides a roadmap to long‑term value creation. Executing this brilliantly and leveraging the skills and experience of the whole Board are critical to our success, as is maintaining the strong cost

discipline that has made us resilient over recent years

• Striking the right balance between long-term recovery in Landscaping and driving home competitive advantages in our higher-growth businesses is critical to our long-term success

Building trust

• As we have navigated change throughout the year, we have taken action to ensure we maintain the Board cohesion that has underpinned the Group’s strength and resilience over recent years

• The Chair and Chief Executive meet regularly in person to discuss strategy, performance and the Board’s forward agenda. This supplements the biannual one‑to‑one meetings the Chair holds with all Board members

Communicating effectively

• As the Board evolves, it must continue to build on the positive work it has done over the last year, as this underpins our Board dynamic. This holds true for communication between all Board members, where

transparency builds trust

• Whilst communication as we progress with the execution of our strategy is vital, the Board must continue to monitor progress on matters that were the subject of key Board decisions to understand whether they

are delivering the benefits anticipated

• Engaging our people with ‘Transform & Grow’ is vital in demonstrating our commitment to our purpose and values. A clear understanding by our colleagues of the roles they play in helping us deliver the strategy will

underpin our culture and our success. The Board should continue to carefully monitor culture, as it flows from engagement and supports our compliance with the UK Code

People

• Planning for the succession of Graham Prothero, our Senior Independent Non‑Executive Director and Audit Committee Chair, is a priority for 2025. Chair succession in 2027 should also be factored into our planning

• Our organisational design must identify the people needed in the medium term to unlock our strategic potential. Developing greater depth of talent, particularly as part of our succession planning for the Executive

Team and Business Unit MDs, will build further resilience into our ability to execute our strategic plan

• Investment in the development of our leaders and ensuring we pay and incentivise competitively and consistently with our pay principles are both vital to retention

2024 Board performance review

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 81

Audit, risk and internal control

The Board has established written policies and

procedures for external and internal audit functions

designed to ensure that they remain independent

and effective and these are regularly reviewed.

Annual questionnaire-based evaluations are

conducted of both our internal and external audit

partners with the Board and members of the

senior management team participating. The Board

scrutinises financial and narrative statements in

accordance with best practice, supported by the

advice of our auditor.

The Board has a well-established procedure

to identify, monitor and manage risk, and

has conducted reviews of the Group’s risk

management and internal control systems and

the effectiveness of all material controls, including

financial, operational and compliance controls

and the mitigation of material risks. These reviews

considered the Group’s actions in response to

anticipated changes to the UK Code.

The Strategic Report comments in detail (pages

54 to 64) on the principal risks facing the Group, in

particular those that would threaten our business

model, future performance, solvency or liquidity,

and, where possible, how these are mitigated. The

Board conducts a rigorous assessment of these

risks, particularly operational risks that might affect

the Group’s viability in the short term and emerging

risks that might impact the medium to longer term.

The Board’s risk and viability review incorporates

stress testing, by envisaging scenarios that might

arise during the financial year and/or the planning

cycle, and considering, with financial impact

modelling where appropriate, the likely effect on

the business and its prospects. Additionally, the

outcomes of our risk reviews drive our internal audit

planning, ensuring our resources are being directed

at the most appropriate areas.

The Audit Committee (on behalf of the Board)

reviews the effectiveness of the Group’s risk

management system and the system of internal

control annually. The Group’s Risk Register and

our risk disclosures in this report were reviewed by

the Board and Audit Committee in June 2024 and

December 2024respectively.

The Chair and Non-Executive Directors conducted

a standalone risk review in December 2024, the

outcome of which has been incorporated into the

Risk Register. In addition, our internal and external

auditors are invited to all risk review meetings

and participated in our most recent meeting in

December 2024.

Our approach underpins our commitment to

transparency in managing risk and internal controls

and lends additional efficacy to our procedures.

The Audit Committee Report on pages 88 to 90

describes the Group’s internal control system,

how the Board assures itself of the independence

and effectiveness of internal and external

audit functions and how they are managed

andmonitored.

With the Committee’s support and oversight, we

continued our programme of work to address

changes to the UK corporate governance regime, as

they relate to our internal control environment. We

remain confident this will support the assurances

the Board will be required to provide in this regard.

The Board acknowledges that such systems are

designed to manage, rather than eliminate, the risk

of failure to achieve businessobjectives.

Read the Audit Committee Report on pages 88 to 90

Remuneration

Our current Directors’ Remuneration Policy

was approved by shareholders in 2023 and is

summarised in the Remuneration Committee

Report on pages 93 to 108. Our Policy addresses

the relevant requirements of the UK Code and

was prepared in consultation with Company

shareholders and external voting agencies.

The Remuneration Committee Report describes

how the current Remuneration Policy has been

implemented during 2024 and the outcomes

achieved. It also describes how the Remuneration

Committee has fulfilled its responsibilities

during the year.

The Remuneration Committee continues to

effectively discharge the duties delegated to it by

the Board under the leadership of the Committee

Chair, ensuring outcomes reflect performance and

taking a holistic view of remuneration across the

Group, having consulted employees appropriately,

the importance of which is recognised by the Board.

Read the Remuneration Committee Report on

pages 93 to 108

Vanda Murray OBE

Chair

17 March 2025

Corporate Governance Statement continued

Compliance Statement continued

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 82

Nomination Committee Report

Evolving our Board

and senior leadership

team as we

‘Transform & Grow’

Dear shareholder

I am pleased to report to

shareholders on the main

activities of the Committee and

how it has performed its duties

during 2024. I chair Nomination

Committee meetings but would

not do so where the Committee

was dealing with my own

reappointment or replacement

as Chair.

2024 highlights

• We have managed the transition of our Chief

Executive, supporting Matt Pullen in succeeding

Martyn Coffey in March 2024. This included

guiding Matt through a comprehensive induction

programme, with Martyn also agreeing to support

the transition after he formally stepped down

from the Board at the end of February 2024

• We recommended the appointment of Simon

Bourne as Chief Commercial Officer. Simon was

previously the Group’s Chief Operating Officer,

and this change recognised the criticality of

leadership and accountability for the Group’s

commercial goals as we developed, and now

begin to execute, our ‘Transform & Grow’

strategy. Simon’s contribution to the success

and development of the Group over the last

ten years, and his extensive knowledge and

experience of our operations and our customers,

provide the perfect foundation for him to ensure

we are leveraging the strength of our portfolio

of leading brands. Inhis new role, Simon retains

responsibility for the Group’s operations

• Given my tenure and that of our Senior

Independent Non-Executive Director and Audit

Committee Chair, Graham Prothero, we have

given detailed consideration to the Board’s short

to medium-term succession needs. We will

ensure that our planning reflects the importance

of maintaining our open, challenging and

supportive Board culture and that we have the

right balance of skills, experience and cognitive

diversity to guide us through our strategic and

governance agenda and to unlock future growth

and valuecreation

• Led by our Chief Legal Officer and Company

Secretary, we completed a comprehensive Board

performance review. This reflected on how the

Board faced the challenges and opportunities

during the last year as well as its preparedness

totake advantage of the opportunities, and manage

the challenges and risks, our new strategy presents.

Alongside this we have mapped the Board’s skills

and experience against our strategic agenda

and will incorporate this analysis into our

succession planning. The review also provided

the opportunity for the Board to share its views

on the performance of the Committee, which it

continues to consider to be well led and firmly

focused on ensuring the Board and the senior

leaders within the business are equipped to

take advantage of the opportunities we expect

our diversified portfolio of businesses to be

exposedto

• With the support and guidance of our returning

Chief People Officer, Louise Furness, our

Chief Executive shared his reflections on the

performance, strengths and development areas

for the Executive Team, including the work that

has been initiated to build on the team’s culture

and drive performance

• Following Matt’s appointment and Simon

Bourne’s transition into his new role, we have

undertaken a review of succession planning for

the Executive Team as a whole. The objective of

this review is to ensure we have a clear view of

opportunity, in terms of areas of where we have

greater depth of talent, and risk, where there is

greater dependency on individual leaders. Whilst

this has provided a clear view of the Group’s

dependencies at a senior leadership level, any

move to develop our “bench strength” will be set

against the current performance of the business

and the need to maintain the cost discipline that

underpins the Group’s financial strength and

resilient performance

Vanda Murray OBE

Chair of the Nomination Committee

Members and attendance

Meetings

Vanda Murray OBE – Chair

Graham Prothero – SID

Angela Bromfield

Avis Darzins

Diana Houghton

Find our Terms of Reference and Nominations Policy at:

www.marshalls.co.uk/about-us/corporate-governance

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 83

Nomination Committee Report continued

Our Board has evolved but

remains well balanced and is

focused on challenging and

supporting the development

and execution of the Group’s

‘Transform & Grow’ strategy.

2024 highlights continued

• I regularly review individual Director performance

through biannual one-to-one review meetings

and the Senior Independent Non-Executive

Director meets the other Directors (without

mebeing present) to discuss my performance.

These reviews also consider the Directors’ other

appointments and commitments and ensure

our Board members have sufficient time to

perform their duties effectively and are not, in our

opinion, “overboarded”. In addition to considering

performance and supporting their re-election

at the 2025 AGM, these reviews are central to

preserving and enhancing Board dynamics and

its strong culture. This underpins the Board’s

commitment to operating as a high-performing

team that seeks to deliver enhanced shareholder

value, whilst having regard to the interests of all

our key stakeholders

• We have continued to ensure we have visibility

of the development and early talent programmes

the Group has in place, including apprenticeships,

as these support the development of a diverse

pipeline of future leaders, which is critical to

ourlong‑term sustainability

• Our key goal within diversity, equity, respect

andinclusion (“DERI”) remains improving

female representation in senior management

roles within the business given the challenge it

presents to the sector and we are delighted that

our Roofing division now has a female Managing

Director. My fellow Non-Executive Directors

and I are also actively mentoring and coaching

other female leaders in the Group, in support

oftheirdevelopment

• We reviewed and approved the Group’s

Nominations Policy and reflected on how we

implemented it

2025 priorities

• Implementing our Board succession plan,

including the recruitment of a successor

to Graham Prothero as Chair of the Audit

Committee and Senior Independent Non-

Executive Director and continuing our planning

for my anticipated succession in 2027

• As part of Board succession planning, and

ensuring we are set up for success, assessing

whether the skills and experience of the Board

continue to be aligned with those needed to

challenge and support the execution of the

‘Transform & Grow’ strategy

• Continuing to consider Executive Team retention,

development and succession. This underpins our

ability to take advantage of the Group’s exposure

to scale markets with long-term growth drivers

• Working closely with the Board, and overseeing

and supporting the development and

implementation of the Group’s new people

strategy. Our people, organisation and culture

underpin, and are the critical enablers for, our

‘Transform & Grow’ strategy. Led by our Chief

People Officer, Louise Furness, the Group will

undertake a comprehensive review and renewal

of its people strategy during 2025. This will

ensure it provides the platform for our people

tounlock future growth and value creation for

allour stakeholders

• Monitoring the development and support of

colleagues in our high-performance and potential

category, as well as our approach torecruitment

for senior leadership positions, which will

continue to prioritise promoting colleagues

fromwithin

• Reviewing retention, development and

succession, beyond the Board and Executive

Team, particularly given that we now have a more

developed understanding of current leadership

capability and development needs, which

has been supported by the formation of the

Momentum leadership team

• Supporting the Group’s desire to be a force for

change in the sector through its DERI strategy,

which to date has proved challenging against

the market and performance backdrop of the

last couple of years. We have been open in

acknowledging our lack of progress in this

area, but the business is now committed to

investing inthe internal education and mentoring

that will help us make more progress. Our

internal recruitment practices and those of

any recruitment partners we work with do

not discriminate and the development and

progression of future female leaders remain

ourkey goals

• Greater gender, cultural and cognitive diversity

remains a huge opportunity for the Group.

Although we have made great progress at

Board level, with a female Chair, 50 per cent

female representation on the Board and one

Board member from a non-white ethnic minority

background, there is more to do beneath Board

level and in senior leadership positions across

the Group. We continue to comply with the

Listing Rules that require us to publish an annual

“comply or explain” statement regarding the

achievement of the targets on Board diversity

• With the support of an external facilitator, we

will undertake a review of the Committee’s

performance and act upon any recommendations

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 84

Nomination Committee Report continued

Marshalls’ Nominations Policy

The table below summarises the key features of our Nominations Policy and how it is applied.

Policy principle Supporting measures How implemented in 2024

• Recruitment and succession

reflect the strategic needs of

thebusiness

• Recruitment contributes to

desired values and culture

• Nomination Committee

conducts an annual skills review

aligned with three to five‑year

strategicplans

• New Directors agree

commitment to strategic

direction and Group policies

• Matt Pullen’s recruitment reflected the need to establish a strategic platform for the Group that will underpin sustainability in the long term,

following a challenging couple of years for the Group and the sector. In taking over from Martyn Coffey, who delivered unprecedented

growth during his tenure, Matt’s deep industry knowledge and experience, having undertaken and delivered transformation mandates in his

previous roles, have supported the development and communication of our new strategy

• Simon Bourne’s appointment as Chief Commercial Officer reflects his deep knowledge and experience of the sector and the Group,

including its operations and customers

• Succession priorities for coming years have been identified, following a review of Director tenures and their current performance and skills

against our new strategy

• Recruitment to achieve diversity

in the widest sense

• Policy sets direction and

givesleadership

• Brief for search consultants

for new Board and senior

management appointments

• Diversity initiatives/succession

plans at Executive level reviewed

and targets monitored

• 50 per cent of the Board is female, with a female Chair and one Director from a non‑white ethnic minority background

• All search briefs for Board and senior management roles will continue to emphasise the importance of diversity in the broadest sense

• Our key focus area is improving female representation in senior management roles within the business

• Clear recognition of the sector-wide DERI challenge and the threat this poses to long-term sustainability. Engagement with sector

initiatives and members of the Employers Network for Equality and Inclusion, which provides access to resources and materials to support

our DERI programme

• There should be a clear formal

Board succession plan based on

objective criteria

• Annual review of terms of office

• Annual individual evaluation

• Use of independent external

search advisers

• Succession is under continuous review. We monitor tenure and are planning the succession of Graham Prothero (our Audit Committee

Chair and Senior Independent Non-Executive Director) and Vanda Murray (our Chair) who we anticipate will rotate off the Board in 2026

and 2027 respectively

• Terms of office are reviewed annually, supported by individual Director evaluations that were last conducted between December 2024 and

January 2025. Chair held additional one-to-ones with Directors during the year and regularly dedicates additional time to these meetings

where they support the effective functioning of our Board

• We select external search advisers for Board appointments based on relevant expertise. Russell Reynolds Associates has supported our

last two Board appointments and is retained for the recruitment of a successor to Graham Prothero. The Amrop Partnership is retained for

senior management team recruitment

• Beneath Board level, we have, with the support of the Chief Executive and our Chief People Officer, reviewed the performance of our

Executive Team and succession, including our ability to develop a talent pipeline that supports our desire to promote from within

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 85

Nomination Committee Report continued

Policy principle Supporting measures How implemented in 2024

• Directors must devote sufficient

time to perform effectively and

familiarise themselves with

thebusiness

• Limit on other Board

appointments

• Detailed induction, site

visits, training and employee

engagement programme

• Existing commitments and the risk of “overboarding” are considered as part of our Director recruitment process and in the Chair’s annual

performance reviews with individual Directors

• As part of our 2024 Board performance review, we reflected on the time committed to Board and Committee business, and the

requirement for Directors to devote sufficient time to their roles is in their appointment terms and something the Chair monitors with them

on a one-to-one basis

• Our new Director induction process is well established and well received by incoming Directors. We look for opportunities to evolve and

improve this, with the most recent review undertaken in anticipation of Matt Pullen joining the business

• Board training is included as part of Director induction together with site visits. All Directors are supported by the Chief Legal Officer and

Company Secretary, who also arranges additional Board training on relevant topics

• Directors all commit time outside scheduled Board and Committee meetings. During the last year they have: supported the development

of our ‘Transform & Grow’ strategy; participated in discussions on risk and internal controls; visited manufacturing sites; attended EVG

meetings; and mentored high‑potential colleagues. Directors make use of multiple engagement channels, choosing those most suitable to

those they are engaging with

• Compliance/good governance • Conflicts policy and register

reviewed no less than six

monthly

• Annual re-election of Directors

• Reviews in June and December 2024

• All Directors stood for election/re-election in May 2024

Feedback was sought on the performance of

all our Board Committees as part of our internal

Board performance review, described on page81.

This review reflected on the outcome of our

internal review in 2023 and any specific objectives

identified. The Committee Terms of Reference were

reviewed in December 2024. No material changes

were made, and the terms continue to reflect the

requirements of the UK Code.

During the year, the Nomination Committee held

two meetings. There were additional ad hoc

meetings and discussions between Committee

members in connection with succession planning

and recruitment.

Evaluation and reappointment

of Directors

Each Non‑Executive Director was, on joining,

provided with a description of their role and

responsibilities, and received a detailed business

induction, which is managed by our Chief Legal

Officer and Company Secretary and our Chief

People Officer. All Directors have biannual

one-to-one review meetings with the Chair to

appraise the composition and performance of the

Board and their individual contributions, behaviours

and participation, both at Board and Committee

meetings and through their wider engagement with

the business.

In addition, these meetings provide an opportunity

for the Directors to give their views on the

topics the Board is currently focusing on and

on the broader strategic, macro‑economic and

market considerations and risks that should be

factored into setting the Board’s future agenda.

This demonstrates the Chair’s commitment

to regular reflection on Board and individual

Directorperformance.

Before any Director is proposed for re‑election, or

has their appointment renewed, the Committee

considers the outcome of the reviews to ensure

that the Director continues to be effective and

demonstrates commitment to the role. The Chair

provides an explanation to shareholders as to why

the Director should be re‑elected and confirming

that a formal performance evaluation has taken

place when the Resolution to re‑elect iscirculated.

It is the Company’s policy that Executive Directors can

only hold one external listed company non-executive

directorship. Voluntary service on the governing

board of a social, trade or charitable organisation is

also permitted. Details of the external appointments

held by the Executive Directors are included in the

biographical notes onpages 66 and 67.

Governance

The Committee has acted throughout 2024 in

accordance with the principles of the UK Code. In

addition, Committee performance was considered

as part of our internal Board performance review

for 2024. The Committee continues to effectively

manage Board composition and succession,

supporting Matt Pullen in succeeding Martyn Coffey

as Chief Executive and recognising the need for

commercial leadership in recommending the

appointment of Simon Bourne to his new role

asChief Commercial Officer.

Looking forward, the Committee’s attention will

turnto the succession of our Senior Independent

Non‑Executive Director and our Chair and, in

planning for these changes, we will seek to

maintain the skills, experience and culture we have

now that guided the Group through a number of

challenging years with great agility and ensured

we are well positioned to execute our strategic

objectives. Theframework for the refreshment of

skills, experience and diversity to support the needs

ofthe business and its stakeholders in the future

istransparent and wellunderstood.

Vanda Murray OBE

Chair of the Nomination Committee

17 March 2025

Marshalls’ Nominations Policy continued

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 86

Nomination Committee Report continued

Director induction

Our induction process focuses on informing,

engaging and supporting new Directors

when they join the business to ensure they

understand the Group’s culture, business,

strategyandstakeholders.

We feel this knowledge, combined with their skills

and experience, provides the right foundation for

them to make an effective contribution to the Group

and to fulfil their statutory duties as Directors.

This induction process is a key building block of

effective governance and reflects The Marshalls

Way – “we do the right things, for the right reasons,

in the right way”. For Matt Pullen’s induction,

we prepared a tailored induction plan, using our

established plan as the foundation and reflecting

his needs as Martyn Coffey’s successor. The

additional elements are referenced opposite.

The Marshalls Way

We do the right things, for the right reasons, in the right way

OUR DIRECTOR INDUCTION

INFORM ENGAGE SUPPORT

• Summary of the Group’s history

• Introduction to the Group’s strategy

• Details of our investor relations

programme*

• Latest investor feedback and current

shareholder register*

• Biographies of the senior management

team

• Employee Engagement Survey

• Sustainability Report

• ESG update

• Latest Board evaluation

• Access to key corporate documents

• Market research, including indicators

anddrivers

• Board one-to-ones

• Executive management one-to-ones

• Senior leadership team one-to-ones*

• Communication programme to introduce

Matt to the business*

• Site visit programme

• Customer visits

• Following his appointment, attending our

annual customer event in December 2023*

• Introduction to our markets

• Introduction to investor relations

• Meetings with brokers and key advisers*

• Introduction to Remuneration Policy and our

incentive arrangements

• EVG attendance

• Full debrief from Russell Reynolds

Associates, which managed the search

mandate for our new Chief Executive*

• Orderly handover and period of support

from our outgoing CEO, Martyn Coffey*

• Core compliance and additional topical

training

• Appointment documentation support

• Company Secretary support

• Organograms

• Key contacts

• Details of key advisers

• Payroll and administration support

* Tailored elements of Matt Pullen’s induction plan.

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 87

Audit Committee Report

Marshalls has a

strong focus on

control, risk

management and

governance to ensure

its strategic

objectives are met

Dear shareholder

On behalf of the Audit

Committee, I am delighted

topresent the Committee’s

report for the year ended

31December 2024.

Chair’s statement

The Audit Committee has delivered throughout

2024 on its responsibilities to monitor and

review the integrity of financial information and

reporting, and to provide assurance to the Board

that the Company’s internal controls and risk

andcompliance processes are appropriate and

regularly reviewed.

It focused on engaging, regularly and at an

appropriate level of detail, with our external auditor,

internal auditor and other third-party advisers as

necessary. This enabled the Committee to maintain

an appropriate understanding of how the auditors

and advisers interact and test our comprehensive

approach to risk, along with ensuring the Financial

Reporting Council’s (“FRC”) evolving reporting

requirements were adhered to.

The Audit Committee also oversees the work of

the external auditor, monitors its independence,

approves its remuneration and recommends

its appointment. During 2024, the Committee

undertook an external audit services tender process

as the current auditor had been in role since 2015.

This tender resulted in the reappointment of Deloitte

LLP and further details are set out on page 89. It

also assessed whether the 2024 Annual Report

andAccounts, taken as a whole, is fair, balanced

and understandable and, having concluded that it

was, it made a recommendation to the Board.

It has continued to oversee the project to enhance

the Group’s control environment ahead of changes

in reporting obligations on internal controls and it

monitored and reviewed the effectiveness of the

existing control environment. The scope of work

of the internal audit function was approved by the

Committee and the reports were reviewed and the

completion of actions was monitored.

Role and composition

The Committee consists of independent Non-

Executive Directors and met four times during the

year. Members and their attendance at meetings

are set out opposite. The Chair of the Committee

isa Chartered Accountant, and the Board is

satisfied he is independent and has recent and

relevant financial experience as required by the UK

Code. Other members also have relevant sectoral

and financial experience. Their biographical details

are on pages 66 and 67.

The Chief Executive Officer, Chief Financial Officer

and Chief Commercial Officer together with the

external auditor (Deloitte LLP) and internal auditor

(KPMG LLP) are all invited to attend the meetings

of the Committee. The Committee Chair meets with

the Chief Financial Officer and both the external

and internal auditors on a regular basis outside the

formal meetings. The external auditor met with the

Committee without the Executive Directors being

present at both the March and August meetings.

The Committee acknowledges and embraces its

role of protecting the interests of shareholders

asregards the integrity of the financial information

published by the Company and the effectiveness

of the audit. The Committee’s responsibilities

are outlined in its Terms of Reference

which are available on the Group’s website

(www.marshalls.co.uk). TheCommittee’s main

responsibilities are to:

• Review the integrity of formal announcements

relating to the Group’s financial performance,

reviewing the significant financial reporting

judgements contained within them

• Provide advice to the Board on whether the

Annual Report and Accounts, taken as a whole,

isfair, balanced and understandable, and provides

the information necessary for shareholders

to assess the Group’s financial position and

performance, business model and strategy

• Review and monitor the independence

and objectivity of the external auditor and

effectiveness of the external audit process

Graham Prothero

Chair of the Audit Committee

Members and attendance

Meetings

Graham Prothero – Chair

Angela Bromfield

Avis Darzins

Diana Houghton

Find our Terms of Reference and Nominations Policy at:

www.marshalls.co.uk/about-us/corporate-governance

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 88

Audit Committee Report continued

Role and composition continued

• Make recommendations to the Board, for the

Board to put to shareholders in general meeting,

on the appointment, reappointment and removal

of the external auditor and to approve its terms of

appointment

• Monitor the Group’s systems of internal control

including financial, operational and compliance

and risk management systems, and perform an

annual review of their effectiveness

• On behalf of the Board, review and monitor the

Group’s risk management process, in particular

the assessment of principal risks and the

associated mitigating actions included in the

Group Risk Register

• Review and approve the internal audit

programme, and monitor its delivery during

theyear

• Review the effectiveness of the internal auditor

and the internal audit programme

Performance evaluation

During the year, as part of the internal evaluation of

Board and Committee effectiveness, an evaluation

of the Committee’s performance was also

undertaken. A summary of the internal evaluation

is set out in the Corporate Governance Statement

on page 81. The review found the Committee

to be effective and well led by an appropriately

experienced Chair, with clear Terms of Reference.

The review found the Committee strikes an

appropriate balance between being supportive and

providing robust challenge. No areas of concern

were highlighted during this review.

Significant issues related to the

Financial Statements

In preparing the Financial Statements, the

Committee has been mindful of potential issues

arising from uncertainty over a range of macro-

economic and other factors. The significant

judgements considered by the Committee are

setout below.

Goodwill impairment review

The Group’s balance sheet includes goodwill

totalling £324.4 million that is required to be

subjectto an annual impairment review under

IAS 36 “Impairment of Assets”. The key areas of

judgement in this review are the reasonableness

of the future cash flows that are forecast to be

generated by the Group’s cash generating units

(“CGUs”) and the rate used to discount the cash

flows into their current value. The Committee

concluded that management’s assessment that no

impairment charge was required was appropriate.

Disclosure of adjusting items

The Group’s income statement includes adjusting

items totalling £12.8 million and the Annual Report

and Accounts includes performance reporting

that highlights both statutory results and results

stated after adding back adjusting items. The

Group has an accounting policy for adjusting items,

which states that they are items that are unusual

because of their size, nature or incidence and which

Directors consider should be disclosed separately

to enable a full understanding of the Group’s results

and to demonstrate the Group’s capacity to deliver

dividends to shareholders. The Committee received

a paper from management setting out details of

those items that were assessed to meet the criteria

of the policy. The Committee challenged the paper

and received feedback from the external auditor and

concluded that the proposed items met the criteria

of the policy. The Committee also considered the

use of adjusting items in performance reporting

and concluded that there was no undue prominence

given to adjusted results compared to the

statutory results.

Fair, balanced and understandable

The Committee has considered whether, in its

opinion, the 2024 Annual Report and Accounts is,

taken as a whole, fair, balanced and understandable,

and whether it provides the information necessary

for shareholders to assess the Group’s position,

performance, business model and strategy.

Aspart of its review, the Committee considered

thedisclosures in the Strategic Report together

with the disclosures relating to the Group’s ESG

objectives, sustainability and climate‑related risks,

opportunities and targets. The Committee also

considered the adequacy of the disclosures made in

relation to the measures undertaken by the Group to

mitigate identified risks. In making this assessment,

the Committee has advised the Board in relation

to the statement required by the UK Code. The

Committee has concluded that the disclosures, and

the process and controls underlying their production,

were appropriate to enable it to determine that the

2024 Annual Report and Financial Statements is fair,

balanced and understandable.

External audit

Deloitte LLP tenure and audit partner

Deloitte LLP was appointed as the external auditor

in May 2015 following a competitive tender process.

Deloitte LLP has processes in place designed to

maintain independence, including regular rotation

of the audit partner. The current audit partner is

Bashir Bahaj and the 2024 audit is the second year

of his rotation. For the financial year under review,

the Company has complied with the Competition

and Markets Authority’s Statutory Audit Services for

Large Companies Market Investigation (Mandatory

Use of Competitive Tender Processes and Audit

Committee Responsibilities) Order 2014.

Audit tender process for the 2025 financial year

The financial year ended 2024 will be the tenth

year of Deloitte LLP’s tenure as external auditor

and, in accordance with its obligations under the

Companies Act 2006, the Committee ran an audit

tender process during 2024 to appoint the external

auditor. The Committee invited Deloitte LLP and

other appropriately qualified audit firms, including

“challenger” auditors, to present proposals for

this role. The tender process was conducted in

accordance with the guidelines included in the

FRC’s “Minimum Standards for Audit Committees”

that was published in May 2023, the guidance

issued by the Investment Association and FRC

andthe EU Audit Regulation (Regulation 537/2014)

as it applies under UK law.

Members of the Committee, including the Chair,

alongside key members of the Executive and

finance team, reviewed full proposals and met with

the tendering firms, challenging them in particular

around experience, approach, resourcing and the

use of technology to enhance audit effectiveness.

After careful consideration of the above, and

independence matters, the Committee concluded

that it was appropriate to reappoint Deloitte LLP

andmade this recommendation to the Board.

Provision of non‑audit services

The Committee has adopted policies to safeguard

the independence of its external auditor, Deloitte

LLP. It is the policy of the Company that the external

auditor should not provide non‑audit services,

other than the half yearly review. Any other non-

audit services require the specific approval of

the Committee. Where the Committee perceives

that the independence of the auditor could be

compromised, the work will not be awarded to the

external auditor. Details of amounts paid to the

external auditor, and its entire network, for audit and

non‑audit services in 2024 are analysed in Note3

on page 131. Other than the half yearly review

of Marshalls plc, for which a fee of£40,000 was

charged (2023: £40,000), no amounts were paid for

non-audit work during 2024.

External audit effectiveness

The Committee considered the effectiveness

of the2024 audit by critically assessing the

scope ofwork and the results of the audit work

undertaken and concluded that the audit was

effective, and audit process was well managed

byboth management and Deloitte LLP.

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 89

Audit Committee Report continued

Risk management and internal control

Risk management process

The Committee, along with the Board, reviewed and

assessed the Group’s risk management framework

and the output of the biannual risk reviews.

Thecontinuous improvement plans developed

by management to enhance risk management,

compliance and governance are monitored by

theCommittee and the Board.

Internal controls

The Committee is responsible for monitoring the

Group’s systems of internal control, including

financial, operational and compliance related controls,

and risk management systems, and for performing

an annual review of their effectiveness. It performed

the following work in respect of this responsibility:

• Reviewed and challenged a paper presented

to the Committee covering the Group’s internal

control framework

• Received a report from management on the

output of the internal controls self-assessment

process

• Considered those areas where management

applies judgement in determining the appropriate

accounting and discussed this with the

externalauditor

• Reviewed the external auditor’s findings and its

use of data analytics in the revenue cycle of the

business unit audits

• Considered the internal control framework when

assessing deployment of internal audit resource

The Committee concluded that the internal control

systems were working effectively.

Internal control improvement process

During 2024, the Committee continued to provide

oversight over a comprehensive transformation

project to review the design, completeness and

effectiveness of the Group’s control environment

toensure that it continues to be robust and suitably

documented with any improvements identified and

addressed. This was established in support of the

objectives of the Government’s consultation on

“restoring trust in audit and corporate governance”.

KPMG was engaged to support the process, provide

assurance to the Committee and facilitate the

monitoring of progress during the year. Following

a review of the material risks, the Committee

created risk and control matrices (“RACMs”) for

all financial and IT general control processes to

capture management created risks and the relevant

key controls. During 2024 this work was extended

to cover our non‑financial controls, with RACMs

created for the appropriate process areas and

sample testing performed for several controls, to

ensure confidence as to the accuracy of the control

description. The Committee is fully engaged with

the project and is pleased with progress as wework

towards a more structured and substantive review

and confirmation.

Internal audit

Internal audit function and plan

The internal audit function is undertaken by KPMG

LLP, and the annual internal audit programme

uses a risk-based assessment that considers the

Risk Register and management input. KPMG LLP

attends the Group’s Risk Register review meetings

on a regular basis. This risk-based assessment is

reviewed and approved by the Audit Committee,

and the process is overseen by the Chief Financial

Officer. KPMG LLP is independent from the

Company’s external auditor.

The internal audit programme includes both regular

audit checks and assignments to look at areas of

critical importance. Control weaknesses that are

identified through this process prompt a detailed

action plan and a follow‑up review to confirm that

agreed actions have been completed. Instances of

fraud or attempted fraud (if any) and preventative

action plans are also reported to the Committee

and recorded in a fraud register.

The 2024 internal audit plan comprised a review

of the D365 ERP implementation project, lease

management, and a Safety, Strategy, Compliance

and Incident response review. This being in addition

to support on the Group’s project to enhance its

internal control environment in-line with the revised

Corporate Governance Code, focusing on internal

controls components.

Internal audit effectiveness

An annual review of internal audit effectiveness and

of the performance of KPMG LLP as independent

internal auditor was undertaken by the Committee

in 2024. This included feedback from colleagues

who engaged with KPMG directly on the audits and

the conclusion was that the current internal audit

process continues to be an efficient and effective

means of fulfilling the internal audit function.

Whistleblowing and anti‑bribery

The Audit Committee monitors, on behalf of

the Board, reported incidents under the Serious

Concerns Policy (our Whistleblowing Policy),

which is available to all colleagues. A third-party

organisation, Safecall, provides an independent and

confidential channel on behalf of the Group for any

concerns to be reported.

These procedures are embedded into the

Group’s Code of Conduct and are relevant to all

stakeholders including suppliers, partners and

colleagues. The policy and the Safecall process are

displayed on operating site noticeboards and on

theCompany’s intranet and set out the procedure

for employees to raise legitimate concerns

about any wrongdoing without fear of criticism,

discrimination or reprisal.

The Committee, on behalf of the Board, receives

regular updates from the Company Secretary

regarding any matters of material concern

and an annual summary of matters raised

throughout the relevant year including the nature

of matters reported, the outcome of any material

investigations and details of any actions taken

to address concerns raised. The Committee is

satisfied that arrangements are in place for the

proportionate and independent investigation of

such matters and for appropriate follow-up action.

The Company is committed to a zero-tolerance

position with regard to bribery, made explicit

through its Anti-Bribery Code and supporting

guidance on hospitality and gifts. The policy

andprocedures are published on the Company’s

website and displayed on operating site

noticeboards. The Board reviews and approves

anychanges to the Anti‑Bribery Code annually.

Online training is available to all employees to

reinforce the Anti-Bribery Code and procedures

andis part of our core compliance training

programme for relevant colleagues. There is

amaintained record of gifts and hospitality with

arequirement for these to be reported quarterly.

I would like to thank our shareholders for their

continued support during the year. I will be available

at the Company’s 2025 AGM to answer any

questions in relation to this report.

The Audit Committee Report has been approved

bythe Board and signed on its behalf by:

Graham Prothero

Chair of the Audit Committee

17 March 2025

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 90

ESG Committee Report

ESG is not new to

Marshalls – we have

a long-standing

commitment to

sustainability

Dear shareholder

I am pleased to share with you

our inaugural report for the

ESGCommittee, which was

established at the end of 2023.

As only one meeting was held

in 2023, it was decided to report

on the Committee’s activities

now that it has been operating

for a full calendar year.

Vanda Murray OBE

Chair of the ESG Committee

Members and attendance

Meetings

Vanda Murray (Chair)

Graham Prothero

Angela Bromfield

Avis Darzins

Diana Houghton

Matt Pullen, Chief Executive

Justin Lockwood, CFO

Simon Bourne, CCO

Martyn Coffey

Additional attendees (as appropriate):

• Shiv Sibal, Chief Legal Officer and

CompanySecretary

• Jo Holmes, Head of ESG Engagement

• Mike Edwards, Head of Sustainability

Find our Terms of Reference at:

www.marshalls.co.uk/about-us/corporate-governance

During 2024, the ESG Committee comprised all the

Company’s Directors, with our Chief Legal Officer

and Company Secretary acting as secretary to the

Committee. Specialist colleagues were also invited

to join Committee meetings when their expertise

supported the Committee’s understanding of the

matters being considered.

ESG is not new to Marshalls – we have a long-

standing commitment to sustainability and being

a responsible business. We’ve been reporting our

carbon footprint for over 20 years and we have

been an accredited Living Wage employer for over

14 years; it’s what we do. However, we wanted

to review our processes and provide a robust

governance framework around ESG in order to

strengthen the oversight at Board level.

In this report, we outline our governance structure,

the main matters considered in 2024 and our

priorities for the year ahead.

Governance

Our Terms of Reference set out specifically the

areas of responsibility for the Committee, including:

• Supporting the development of the Group’s

ESGstrategy

• Providing oversight of our progress and

performance on key ESG commitments

andtargets

• Providing advice and direction

• Reviewing ESG corporate communications

Our ESG strategy has been created to contribute to

our strategic objectives, business unit priorities and

our overall purpose of Building Tomorrow’s World.

With sponsorship from our Chief Legal Officer and

Company Secretary, the ESG strategy is delivered

by the ESG delivery team. This team is made up of

colleagues from Finance, Sustainability, Legal and

Marketing functions.

ESG Board Committee

Oversight of ESG strategy for the Marshalls Group

ESG Steering Committee

Scrutinises OGSM and ESG strategy implementation

ESG Delivery Group

Delivery of ESG strategy and led by KPIs/metrics

ESG Strategy

Overtly tied to overall business objective and informs internal updates/reporting

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 91

ESG Committee Report continued

Strategy

The strategy is focused on supporting our

business units with their priorities along with

our environmental roadmap and commitment

to net‑zero, our approach to human rights risk,

how we communicate with our stakeholders,

andnon‑financial reporting.

The ESG delivery team feeds into the ESG Steering

Committee which scrutinises and ensures ESG

strategy implementation is on track. Outputs and

actions from the ESG Steering Committee are

reported directly to the ESG Committee.

2024 highlights

The Committee met three times in 2024 and

discussions touched all areas of environmental,

social and governance activity at Marshalls, including:

• ESG strategy review

• Setting of KPIs

• Review of carbon reduction targets for the Group

• Submission of carbon reduction targets to the

Science Based Targets initiative

• Approach to climate-related risks

andopportunities

• Non‑financial reporting frameworks

andstandards

In addition, separate Board meetings took

placetoapprove ESG disclosures as part of

theAnnual Report including TCFD and CFD

disclosures, the Sustainability Report and the

Modern SlaveryStatement.

During the year, the Board also considered and

approved the Group’s Energy and Climate Change

Policy, Environmental Policy, Health and Safety

Policy and Corporate Responsibility and Social

Value Policy.

2025 priorities

The ESG Committee will continue to provide

oversight of the ESG strategy, with a focus on

commercialising our sustainability initiatives.

There will be continued focus on ESG metrics,

internal controls, social value and non‑financial

reporting alongside monitoring progress on our

validated carbon reduction targets and supply

chainaudit programme.

I look forward to sharing our progress with you

innext year’s Annual Report.

Vanda Murray OBE

Chair

17 March 2025

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 92

Remuneration Committee Report

Annual Statement

Maintaining a

Remuneration Policy

which has a focus on

driving long-term

growth

2024 highlights

• Maintained our commitment to the Real Living Wage

• Determined the base salary adjustment for the

change in Simon Bourne’s responsibilities as

partof his move from Chief Operating Officer

toChief Commercial Officer

• With the exception of Simon Bourne (see above),

the Chair, Non-Executive Directors, Executive

Directors, Executive Team members and senior

leaders did not receive any salary increase

for2024. This took into account the fact that

the vast majority of colleagues received a non-

consolidated award for 2024

• Delivered an ahead of inflation pay award of

4 percent from 1 January 2025 for the vast

majority of our colleagues. Senior leaders

allocated pay awards from an overall budget

of3.5 per cent. The Chair, Non-Executive

Directors, Executive Directors and Executive

Teamallocated 3 per cent

• Agreed the incentive plan outcomes for 2024,

taking into account the formulaic outturn and

thewider stakeholder experience

• Agreed incentive plan targets for 2025,

continuingto use the same financial and

non-financial measures designed to align

with strategic objectives and stakeholder

interests. These measures take into account

current expectations and the continuing

marketuncertainty

• Continued engagement with the Employee Voice

Group (“EVG”), which operates as a forum for

feedback and consultation on employee matters

and wider business change. Board and Executive

team members rotate attendance during the year

to listen to and understand colleague viewpoints.

Angela Bromfield is the Company’s designated

Non-Executive Director for employee engagement

and attended all the EVG meetings during 2024

Angela Bromfield

Chair of the Remuneration Committee

Members and attendance

Meetings

Angela Bromfield – Chair

Vanda Murray OBE

Graham Prothero

Avis Darzins

Diana Houghton

The Chief Executive and CFO may attend the

Committee meetings by invitation but may

not participate in discussions about their own

remuneration. The Company Secretary acts

as Secretary to the Committee and attends

Committee meetings, along with the Chief

People Officer.

Find our Terms of Reference at:

www.marshalls.co.uk/about-us/corporate-governance

2025 priorities

• Monitor developments in corporate governance

and reporting requirements

• Undertake a review of the Directors’

Remuneration Policy and consult with

shareholders, ahead of a vote at the 2026 AGM

• Review the rules of our existing share plans to

ensure continued compliance ahead of their

renewal at the 2025 AGM

• Oversee focus on wider workforce reward for

all colleagues in the context of a continuously

competitive market for talent and our ‘Transform

& Grow’ strategy

• Continue to engage with colleagues, shareholders

and other stakeholders on remuneration to

ensure it remains effective

• Continue to support the running of the EVG,

including the induction of new members

following the cycle of re-elections to the group

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 93

Remuneration Committee Report continued

Annual Statement

Dear shareholder

I am pleased to set out in this

report how the Committee has

carried out its objectives and

responsibilities during 2024.

The report consists of:

• My annual statement, as Chair of the Committee

• An “At a glance” summary of how incentives

operate and remuneration outcomes for 2024

• The Annual Report on Remuneration, which sets

out additional detail on the remuneration outcomes

for the Executive Directors, disclosures required

by the remuneration reporting regulations, and

considerations in respect of pay for colleagues

• A summary of the Directors’ Remuneration Policy

(the “Policy”), which was approved at the 2023 AGM

Business performance

As noted in the Strategic Report, Marshalls delivered

a resilient performance in 2024 in challenging

market conditions with weak end market demand,

resulting in an 8 per cent reduction in revenue.

Group adjusted profit before taxation was £52.2

million, which is 2 per cent lower than 2023,

reflecting the impact of lower volumes and weaker

price over cost realisation. This was partiallyoffset

by the benefit of cost savings from the restructuring

implemented in 2023, tight ongoing control of

costs and lower finance expenses. The Group has

continued to focus on closely managing working

capital which resulted in strong cash conversion at

106 per cent and reduced net debt by £39.0 million.

The Group’s key strategic KPIs are shown on

pages18 and 19 of the Strategic Report.

Board changes

Matt Pullen joined the Board as a Director on

8January 2024 and took over as Chief Executive

on 1March 2024. As set out in last year’s report,

his base salary on appointment was set at

£580,000, which was 14 per cent lower than

hispredecessor’s salary.

In May 2024, Simon Bourne was appointed the

Group’s Chief Commercial Officer, having previously

been the Group’s Chief Operating Officer. Simon’s

base salary was increased by 5.5 per cent to

£420,000 to reflect the pivotal nature of this role

and Simon’s contribution to the broader strategic

transformation of the Group.

Martyn Coffey stepped down from the Board on

29 February 2024 and ceased employment on

6December 2024. His leaving arrangements were

disclosed in last year’s report, but for completeness,

he will receive a pro-rated MIP A award for 2024 and

did not receive a MIP B award in 2024 in respect

of2023 performance. As a good leaver, in line with

the Remuneration Policy, his outstanding MIP B

awards vest, subject to time pro-rating, and a two-

year holding period applies. Martyn is also required

to comply with the Company’s post-termination

shareholding requirements, which require him to

retain shares equivalent to 200 per cent of salary

in year one post-termination and 100 per cent

in year two.

Incentive outcomes

The Company operates a single long-term incentive

plan, the MIP, which focuses directly and indirectly

on aligning the reward of Executive Directors and

senior management through delivery of some of

the Group’s KPIs: EPS, a ratio of operating cash flow

(“OCF”) to EBITDA, carbon reduction and health

and safety.

2024 MIP contribution

Performance targets were set at the beginning

of2024, taking into account both internal budgets

and external factors such as analyst consensus

for2024 at that time.

As with the previous year, the measures were

consciously focused on financial performance,

being EPS (75 per cent weighting) and OCF to

EBITDA ratio (25 per cent weighting). There are

twoESG objectives relating to carbon reduction

and health and safety, and if these are not achieved,

there is a reduction of award value of 10 per

cent for each.

The final 2024 adjusted EPS for performance target

purposes was 15.7 pence, which was between

threshold and target levels and resulted in a pay-

out of 40 per cent of maximum for this element.

In calculating the earnings per share outcome for

bonus purposes, the Remuneration Committee

applied a 0.3 pence reduction to the adjusted

earnings per share of 16.0 pence to remove the

benefit of certain prior year adjustments included

in the 2024 tax charge to arrive at a representative

performance for the year. The Committee believes

that the outcome fairly reflects overall business

performance. This adjustment has no impact on

MIP outcomes for previous years.

The OCF to EBITDA ratio element was 100 per cent,

which resulted in a full pay-out. This was lower than

the reported performance of 106 per cent due to

an adjustment to reflect an item that will reverse

in 2025. More details of the financial measures,

targets and outturn are shown on page 100.

The EPS and OCF to EBITDA metrics resulted in a

potential MIP outcome of 55 per cent of maximum

for 2024 which is subject to two ESG moderators.

For 2024, these were:

• A carbon reduction target, which was linked to

the Company’s sustainability strategy and was

based on annual carbon emissions of below

43,289 tonnes. This was achieved

• A health and safety measure, based on the lost

time injury frequency rate for 2024, including

Marley. The injury rate was lower than 2.99 and

this moderator was also achieved

As a result of achieving both of these objectives,

there was no moderation applied to the MIP

financial outcome of 55 per cent of maximum.

MIP A: As a result of the Company’s performance

during the year, the performance conditions

for MIPA were achieved in part and as such a

contribution to MIP A Plan Account will be made

inrespect of 2024, equivalent to 55 per cent

ofthemaximum available.

MIP B: The performance conditions that determine

the allocation of MIP B awards are the same as the

performance conditions for MIP A. As a result of the

Company’s performance, there will be an allocation

of awards in 2025 under MIP B in respect of 2024,

equivalent to 55 per cent of the maximumavailable.

Martyn Coffey’s MIP A contribution for 2024 and

Matt Pullen’s MIP A and MIP B contributions will

be pro-rated for their respective periods of service

during 2024.

2022 MIP B award vesting

A MIP B award was granted in March 2022 which

is capable of vesting in March 2025 subject to the

achievement of an EPS underpin of 21.42 pence.

Average EPS in the three years ending December

2024 was higher than the underpin and, therefore,

the 2022 MIP B awards will vest in March 2025.

MIP A Plan Account underpin assessment

The brought forward MIP A Plan Account balance

(at 1 January 2024) was subject to an underpin

relating to 2024 performance. The underpin was

set at 10.7 pence and was achieved. Therefore,

there is no adjustment required to the brought

forward balance.

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 94

Remuneration Committee Report continued

Annual Statement

Implementation of policy for 2025

Base salary

The Executive Directors’ base salaries have

increased by 3 per cent. This is 1 percentage

point less than the vast majority of our colleague

population.

2025 MIP contribution targets

For 2025, the MIP A and B incentives will continue

to be based on the same measures as last year,

being EPS (75 per cent weighting) and OCF

to EBITDA ratio (25 per cent weighting). ESG

objectives based around carbon reduction and

health and safety performance will continue to

act as downward moderators (up to 10 per cent

each) to the financial performance outcomes. The

Committee believes it remains appropriate to have

a firm focus on financial performance in the current

circumstances, but the moderators ensure this is

achieved in an appropriate manner.

MIP A Plan Account underpin

The MIP A underpin in respect of the brought

forward Plan Account balance (as at 1 January

2025) was set in early 2025 and will be assessed

following the 2025 financial year. The underpin will

be disclosed retrospectively in next year’s report.

2025 MIP B grant underpin

The MIP B underpin for the grant in 2025 has been

agreed and will be assessed based on the average

EPS performance over the three-year vesting period.

The underpins, therefore, remain relevant and are

aligned to the respective assessment periods.

Group-wide considerations

Marshalls is committed to creating an inclusive

working environment and to continuing to reward

its colleagues in a fair way. In making decisions

on Executive pay, the Remuneration Committee

considers remuneration and terms and conditions

for colleagues across the Group. The Committee’s

role in monitoring and reporting on these matters is

key to the promotion and development of our values

and culture.

For 2024, the majority of Marshalls colleagues

received a non-consolidated pay award of £700.

Senior management did not receive any increase

in pay. There were separate arrangements for

Marley Roofing. The award in Marley, for the vast

majority of colleagues, was 2.5 per cent effective

1January 2024.

Marshalls and Marley continue to be Living Wage

employers and will implement increases announced

by the Living Wage Foundation requirement within

the implementation window.

Our Remuneration Report has been prepared

in accordance with the Companies Act 2006

and Schedule 8 of the Large and Medium-sized

Companies and Groups (Accounts and Reports)

(Amendment) Regulations 2013). It meets the

requirements of the 2018 UK Corporate Governance

Code (the “UK Code”) and is also prepared in

accordance with the UK Listing Authority’s Listing

Rules and Disclosure and Transparency Rules.

In conclusion

Marshalls delivered a resilient performance in 2024

in weak end markets, partly mitigated through

self-help measures and tight cost management.

The Group has continued to focus on cash flow,

resulting in strong cash conversion and a reduced

net debt. Incentive outcomes fairly reflect this

performance. The Group is encouraged by an

improving macro-economic outlook driven by the

new Government’s agenda and our new ‘Transform

& Grow’ strategy highlights the meaningful

opportunities for outperformance and profitable

growth in the medium term.

The reward strategy for all colleagues will

continue to be a focus, with the goals of attracting

and retaining the talent to help us drive the

business forward.

During 2025, we will undertake a review of

our Directors’ Remuneration Policy and will

seek the views of our largest shareholders

and the proxy voting agencies. Please feel free

to contact me via the Company Secretary at

shiv.sibal@marshalls.co.uk if you would like to

share any thoughts on current remuneration

arrangements ahead of the review.

I would like to thank our shareholders for their

support during the year. I will be available at the

Company’s 2025 AGM to answer any questions in

relation to this Remuneration Committee Report.

Angela Bromfield

Chair of the Remuneration Committee

17 March 2025

Ensuring remuneration

arrangements for Executive

Directors reward delivery

of our ‘Transform & Grow’

strategy.

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 95

Remuneration Committee Report continued

Annual Statement

At a glance

Link to Company strategy

The following table sets out the Group’s KPIs and how they are reflected in the operation of the MIP:

Strategic KPI Revenue Profit ROCE Net debt Carbon reduction Health and Safety

MIP Measure EPS/OCF EPS/OCF EPS/OCF OCF Target KPI Target KPI

The use of EPS as the main MIP performance condition ensures that the Executive Directors are focused on driving profitable growth in accordance with the Company’s strategy. The OCF to EBITDA ratio ensures that this

growth in profit is not at the expense of its quality and sustainability. The carbon reduction and health and safety performance conditions are ways we incorporate environmental, social and governance (“ESG”) measures

into our incentive framework and reflect our commitment to our sustainability strategy and employee wellbeing. This ensures that growth and profitability are not achieved in a way that is detrimental to the Company’s

environmental commitments or employees nor in a way that promotes short-term, high-risk behaviour.

Full details of the Company’s strategy are set out in the Strategic Report on pages 13 and 14.

Illustration of operation of MIP A and MIP B

MIP A 2023 2024 2025 2026

Cycle 4 Year 1 Year 2 Year 3 Year 4

Balance carried forward Balance carried forward Balance carried forward

Share price movement

anddividend equivalents

Share price movement

anddividend equivalents

Share price movement

anddividend equivalents

Application of underpin

(tobrought forward balance)

Application of underpin

(tobrought forward balance)

Application of underpin

(tobrought forward balance)

Plan year contribution Plan year contribution Plan year contribution

Plan account balance

50% cash paid 50% cash paid 50% cash paid

Balance paid in shares

50% rolled forward

notional shares

50% rolled forward

notional shares

50% rolled forward

notional shares

MIP B 2023 2024 2025 2026 2027

Awards granted

(underpin agreed)

Awards vest subject to

underpin. Resulting shares

subject to two-year holding period

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 96

Remuneration Committee Report continued

Annual Statement

At a glance continued

Illustration of operation of MIP A and MIP B continued

2024 single figure

The following charts summarise the single figure of remuneration for 2024 in comparison with 2023 (where applicable).

2024 pay outcomes

Matt Pullen

(Chief

Executive)

(wef 01.03.2024)

2024

2023

Martyn Coffey

(CEO)

(01.01.2024

- 29.02.2024)

2024

2023

Justin

Lockwood

(CFO)

2024

2023

Simon Bourne

(CCO)

2024

2023

0 500 1,000 1,500

£’000

Salary Benefits Pension Annual bonus (MIP A) Annual bonus (MIP B) Long-term incentives (MIP A and B)

£1,038569 50 28 235 156

£869

£544

442 22 182 122 90

113

676 43 34

127 366

7 6

£1,246

442 22 83 55 187

£801

£820409 23 20 169 112 87

£681389 19 73 49 139

331

Martyn Coffey (CEO) stepped down from the Board on 29 February 2024.

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 97

Remuneration Committee Report continued

Annual Statement

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 98

Annual report on remuneration

Implementation of the Policy in 2025

Element of pay How we will implement the Policy in 2025

Salary Executive Director salary increase of 3 per cent effective from 1 January 2025. There was no general increase provided in 2024, although Simon Bourne’s salary was increased to reflect a change in

responsibilities.

• Chief Executive, Matt Pullen – £597,400

• CFO, Justin Lockwood – £455,312

• CCO, Simon Bourne – £432,600

Benefits and pension The Executive Director’s pension contribution is 5 per cent of salary, which is aligned with the majority of the wider workforce.

MIP A Maximum opportunity of 150 per cent of salary with target set at 50 per cent of opportunity and threshold at 0 per cent. The performance measures are:

• EPS (75 per cent)

• Ratio of OCF to EBITDA (25 per cent)

Non-financial performance conditions to reflect our focus on ESG commitments and our colleagues will apply as follows:

• Carbon reduction targets must be achieved

• Health and Safety: the lost time injury frequency rate for the year to be below the target for the whole Group

If they are not met, the MIP A outcome can be reduced by 10 per cent for each non-financial measure.

The EPS underpin used to assess the MIP A carried forward balance (as at 1 January 2025) has been set for 2025 and will be disclosed on a retrospective basis, alongside the 2025

financial outcomes.

MIP B The 2025 performance measures are the same as for MIP A above (EPS and OCF to EBITDA ratio). The maximum opportunity is 100 per cent of salary. To the extent that the measures are

achieved, a MIP B award will be granted in March 2026.

For the 2025 MIP B grant, the value is based on the 2024 performance outcome (55 per cent of maximum). The awards with a face value of 55 per cent of base salary, will be granted in March

2025. Awards will vest after three years and will be subject to the achievement of an average EPS underpin. The underpin for the 2025 grant has been set. Failure to meet the underpin will result in

up to half of the MIP B awards lapsing. Vested MIP B awards are subject to a two-year holding period.

Non-Executive

Directors’ fees

Chair and Non-Executive Director fees increased by 3 per cent. There was no increase in 2024. The fee increases are effective from 1 January 2025.

• Chair fee – £238,471

• Non-Executive Director base fee – £59,385

• Chair of a Committee fee – remains at £10,000

• Senior Independent Director fee – remains at £10,000

• Employee Engagement Director fee – remains at £10,000

Remuneration Committee Report continued

Annual Statement

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 99

Annual report on remuneration continued

Single total figure of remuneration in 2024 – Executive Directors (audited)

Fixed Performance related

Long-term incentives

Total Total fixed Total variableSalary Other benefits

Salary

supplement

in lieu of pension

Annual bonus

MIP A MIP B

MIP A and B

2024

£’000

2023

£’000

2024

£’000

2023

£’000

2024

£’000

2023

£’000

2024

£’000

2023

£’000

2024

£’000

2023

£’000

2024

£’000

2023

£’000

2024

£’000

2023

£’000

2024

£’000

2023

£’000

2024

£’000

2023

£’000

Matt Pullen (e) 569 — 50 — 28 — 235 — 156 — — — 1,038 — 647 — 391 —

Martyn Coffey (f) 113 676 7 43 6 34 87 127 — — 331 366 544 1,246 126 753 418 493

Justin Lockwood 442 442 11 12 22 22 182 83 122 55 90 187 869 801 475 476 394 325

Simon Bourne 409 389 23 12 20 19 169 73 112 49 87 139 820 680 452 420 368 260

Total 1,533 1,507 91 67 76 75 673 283 390 104 508 692 3,271 2,727 1,700 1,649 1,571 1,078

Note (a) Note (b) Note (c) Note (d)

Notes:

a) The value of benefits includes car/car allowance, fuel/fuel allowance, private medical insurance and travel and accommodation expenses. Matt Pullen receives an allowance, payable monthly, for travel to and from his primary work location. This is subject

to tax and national insurance deductions.

b) The Executive Directors each received a salary supplement in lieu of contributions into the Group’s pension scheme. No Director had any entitlement under the defined benefit section of the pension scheme and no additional benefit was received as a result

of early retirement.

c) The outcome of the 2024 MIP was 55 per cent of maximum. MIP A for 2024 reflects the amount to be released in cash in March 2025 in relation to the MIP A plan contribution (i.e. 50 per cent of the total MIP A Plan contribution). MIP B reflects the 50 per

cent of the MIP B awards to be granted in March 2025 in relation to 2024 performance which are not subject to forfeiture.

d) The long-term incentives column shows the value of (i) the value of the MIP A Plan Account to be released as cash in March 2025 less half of the MIP A Plan contribution for 2024 (shown as Bonus MIP A) plus (ii) the estimated vesting value of the 2022

MIP B award (which was subject to an underpin) valued using the three-month average share price to 31 December 2024 (322 pence).

e) Matt Pullen joined the Board on 8 January 2024 and his remuneration elements reflect his time on the Board since the date of appointment.

f) Martyn Coffey (CEO) stepped down from the Board on 29 February 2024 and his Annual Bonus for 2024 (MIP A) reflects the period of time he was a Board Director during that financial year. His long-term incentives include (i) the value of 49,410 notional shares in

his MIP A Plan Account valued using the share price on vesting of 245.5 pence (ii) 50 per cent of his pro-rated 2022 and 2023 MIP B awards, which were capable of being reduced as a result of the underpin test, vested on 6 December at 323 pence.

Single total figure of remuneration in 2024: Non-Executive Directors (audited)

Board fee Committee fees Expenses Total

2024

£’000

2023

£’000

2024

£’000

2023

£’000

2024

£’000

2023

£’000

2024

£’000

2023

£’000

Vanda Murray OBE

Chair, Chair of Nomination Committee, Chair of ESG Committee and member of Remuneration Committee 232 232 10 10 15 3 257 245

Graham Prothero

Senior Independent Director, Chair of Audit Committee and member of Remuneration and Nomination Committees 58 58 20 20 — — 78 78

Angela Bromfield

Chair of the Remuneration Committee, member of AuditandNomination Committees and designated NED for employee engagement 58 58 20 20 8 — 86 78

Avis Darzins

Member of Audit, Remuneration and Nomination Committees 58 58 — — 4 — 62 58

Diana Houghton

Member of Audit, Remuneration and Nomination Committees 58 58 — — 2 — 60 58

Total 464 464 50 50 29 3 543 517

Notes:

1) The Non-Executive Directors reclaim travel and accommodation expenses incurred in the performance of their duties. Where this is a taxable benefit it is shown as a grossed-up taxable amount.

2) The 2023 Total Fees quoted in this table exclude £21,000 (pro-rated) paid to Tim Pile who retired from the Board and all Committees on 10 May 2023. This was declared in the 2023 Annual Remuneration Report.

Remuneration Committee Report continued

Annual Statement

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 100

Annual report on remuneration continued

Outcomes of incentive schemes in 2024 (audited)

2024 MIP performance conditions

Threshold

(0% payable)

Maximum

(100% payable)

Actual

(2024) (a)

Outcome

(% total award)

EPS (75% of maximum) 14.4p 17.6p 15.7p 30%

OCF to EBITDA ratio (25% of maximum) (b) 77% 94% 100% 25%

Non-financial targets (carbon reduction/Health and Safety) — — Achieved —

Aggregated total 55%

Notes:

a) In calculating the earnings per share outcomes for bonus purposes, the Remuneration Committee applied a 0.3 pence

reduction to the adjusted earnings per share of 16.0 pence to remove the benefit of certain prior year adjustments included

in the 2024 tax charge to arrive at a representative performance for the year. This adjustment has no impact on MIP

outcomes for previous years.

b) In calculating OCF to EBITDA for bonus purposes, the Remuneration Committee reduced the outcome from the reported

106 per cent to 100 per cent to reflect an item that will reverse in 2025. This did not impact on the outcome because the

target was exceeded.

Non-financial targets

The carbon reduction target is aligned to the Company’s commitment to our sustainability strategy. For

2024, the target performance was that carbon consumption should be below 43,289 tonnes CO

e based

on Marshalls performance only. The outcome for 2024, on a like-for-like basis (taking into account the

outsourcing of logistics) was c.28,500 tonnes (versus 32,625 in 2023). This reflects the significant progress

on the decarbonisation of the business in the last few years. The Committee have also considered progress

made by management in delivering key projects during the year that reduced carbon consumption including

switching mobile plant and a curing chamber to lower emitting fuels and building improvement work to

minimise heat loss. The business also invested in a solar array at St Ives, significantly increasing our solar

PV electricity generation in 2024. During 2024, we have incorporated Marley and Viridian Solar into our

carbon reduction plan, aligned with a 1.5ºC pathway. Our near and long-term targets for the Group have

been approved by the SBTi. These now set the baseline for future years.

The Group continued to make good progress against its stated health and safety objective of keeping the

lost time injury frequency rate to a minimum. The measurement for the 2024 incentive schemes required

this rate for the year, including Marley, to be no worse than 2.99. The outcome was 2.34.

MIP awards relating to 2024 performance

MIP A

Second year of MIP A cycle 4

Matt

Pullen

Martyn

Coffey (a)

Justin

Lockwood

Simon

Bourne

Value of brought forward balance (1 January 2024) — £126,788 £82,884 £72,844

Share price impact — (£5,486) £17,475 £15,358

Brought forward balance (current share price) — £121,302 £100,359 £88,202

Dividends added during 2024 — — £2,681 £2,356

Value of MIP contribution for Plan year 2024 (55% of 150% of

salary maximum) £469,425 £520,374 £364,650 £337,425

Plan Account balance after 2024 MIP A contribution £469,425 £641,675 £467,690 £427,983

Cash element to be released in March 2025 (half of

PlanAccount) £234,713 £520,374 £233,845 £213,991

Closing balance at 31 December 2024 (b) £234,713 — £233,845 £213,991

Number of notional shares represented by closing balance (based

on average 30 day share price to 31/12/24) (310.7 pence) (c)

75,543 — 75,263 68,873

Notes:

a) Martyn Coffey’s MIP A contribution in respect of 2024 performance is based on the amount earned during his employment

in 2024 and will be settled 100 per cent in cash. The MIP A contribution in respect of 2024 performance shown in the single

total figure of remuneration on page 99 reflects the period of time Martyn was a Board Director during 2024. The balance of

Martyn’s MIP A Account comprised 49,410 shares which vested on 6 March 2025.

b) The closing balance is converted into shares by reference to the mid-market average value for the 30-day period ended

31December 2024 (310.7 pence). An EPS underpin has been set for 2025 which applies to the 2025 opening balance

andwill be disclosed retrospectively in next year’s Annual Report; if the actual EPS for 2025 falls below the underpin,

50percent of the MIP A Plan Account balance is forfeited.

c) 50 per cent of the earned MIP A Plan Account (including the addition of the 2024 MIP A Plan contribution) is released to the

participant in cash following the year end; the remaining 50 per cent is retained into the participant’s MIP A Plan Account

and converted into notional shares.

MIP B (2025 award to be granted in respect of 2024 performance)

Matt

Pullen

Martyn

Coffey

Justin

Lockwood

Simon

Bourne

Total number of shares awarded 100,739 n/a 78,251 72,399

Percentage of salary 55% n/a 55% 55%

Face value – not subject to any further conditions (£) £156,475 n/a £121,550 £112,475

Face value – subject to EPS forfeiture conditions (£) £156,475 n/a £121,550 £112,475

30 day average share price at the performance year end £3.107 n/a £3.107 £3.107

Notes:

a) An underpin applies to MIP B awards which can result in up to half of the awards being forfeited. For the single figure table,

the Annual Bonus MIP B values reflect 50 per cent of the 2025 grant of MIP B awards which are not subject to an underpin.

The value of the other half is shown under long-term incentives at the time of vesting. The remaining 50 per cent plus any

dividends accrued are included on vesting and will feature in the 2026 single figure.

b) The EPS underpin has been set and will be declared retrospectively at the point of vesting. In line with normal practice, the

Committee will monitor the outcomes at vesting to ensure they are appropriate. If the underpin is not met, up to 50 per cent

of the MIP B options are forfeited.

c) MIP B awards vest after three years and a two-year post-vesting holding period applies.

d) MIP B options are nil-cost options and the exercise price is £nil. The face value of the award is based on the 30 day average

share price during December 2024 (310.7 pence).

e) Martyn Coffey will not receive a MIP B award in 2025 relating to 2024 performance.

Remuneration Committee Report continued

Annual Statement

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 101

Annual report on remuneration continued

MIP B award (2022 and 2023 awards vesting)

MIP B awards were granted on 17 March 2022 which vest after three years subject to the achievement ofandEPS

underpin which was set at 21.42 pence (based on average performance over 2022-2024). The actual average EPS

over the period was 21.71pence and, therefore, the underpin was achieved and the awards will vest in full.

Martyn Coffey’s outstanding 2022 and 2023 MIP B awards vested on cessation of employment on 6December

2024. These awards were pro rated for the period served during the respective three year vesting periods.

Number

of awards

granted

EPS underpin

requirement

(pence)

Actual EPS

(2022-2024)

(a)

(pence)

Vesting

outcome

Number of

awards

vesting

Vesting

date

Justin Lockwood (b) 23,759 21.42 21.71 100% 23,759 March 2025

Simon Bourne (b) 26,180 21.42 21.71 100% 26,180 March 2025

Martyn Coffey (2022) (c) 76,251 21.42 21.71 100% 83,102 December 2024

Martyn Coffey (2023) (c) 67,402 22.39 — 100% 46,458 December 2024

a) The EPS underpin was set in 2021 prior to the grant of the awards a year later in 2022. The EPS underpin was set based on

the corporation tax rate in place at the time of 19 per cent. To ensure comparability with the targets that were set, the actual

average EPS over the period 2022-2024 has been recalculated based on a corporation tax rate of 19 per cent. This ensures

that theactual outcome and the targets are based on the same underlying assumptions.

b) The vested awards will accrue dividends over the vesting period which will apply after vesting in March 2025.

c) The number of awards vesting has been reduced to reflect pro-ration for the period in employment relative to the three year

vesting period. They also include the number of additional awards to reflect dividends that accrued between grant and vesting.

Awards vesting and vested awards are subject to a further two-year holding period.

Directors’ outstanding share interests in MIP B awards

The following table sets out Executive Directors’ MIP B awards

Grant date

Interest at

31 December

2023

Awards

granted during

the year

Awards

vested during

the year

Awards

lapsed during

the year

Interest at

31 December

2024 Date of vesting

Martyn Coffey (a) March 2022 76,251 — 83,102 (6,851) — December 2024

March 2023 67,402 — 46,458 20,944 — December 2024

Justin Lockwood March 2022 23,759 — — — 23,759 March 2025

March 2023 44,905 — — — 44,905 March 2026

March 2024 — 43,068 — — 43,068 March 2027

Simon Bourne (b) March 2021 13,102 — 13,676 — — March 2024

March 2022 26,180 — — — 26,180 March 2025

March 2023 35,294 — — — 35,294 March 2026

March 2024 — 37,850 — — 37,850 March 2027

Notes:

a) Martyn Coffey’s March 2022 and March 2023 options were pro-rated to the termination date in line with good leaver

treatment and are subject to a two-year holding period.

b) The options granted to Simon Bourne in March 2021 were awards made to him prior to joining the Board. These vested

subject to continued employment only and are not subject to an underpin assessment. These shares also include any notional

dividend equivalents added during the three vesting period (13,676 vesting - 13,102 original award = 574 notional dividends).

c) An underpin applies to the MIP B awards. If the underpin is not met, up to half of the MIP B awards may lapse. The March

2022 and March 2023 awards have underpins of 21.42 pence and 22.39 pence respectively. As noted earlier, the 2022 award

underpin was achieved and the 2023 award will be assessed based on the three-year average EPS over the relevant periods.

d) There is a two-year holding period following the vesting of all MIP B options.

e) Awards vesting during the year include the value of dividend equivalents.

Directors’ shareholdings and share interests

The following table sets out, in respect of each of the Directors:

• The number of shares the Director holds unconditionally

• The number of shares subject to unvested incentive awards as at 31 December 2024

Beneficially

owned

(d)

Deferred

(b)

Deferred and

contingent

share interests

(c)

Total interests

in shares

(including

contingent

interests)

Shareholding requirement

(a)

Director

% of

salary

Number of

required

Number of

Executive

Matt Pullen (e) 200 373,350 13,577 — — 13,577

Martyn Coffey 200 451,703 455,752 211,660 211,660 879,072

Justin Lockwood 200 284,519 98,469 55,866 93,498 247,833

Simon Bourne 200 270,357 102,227 49,662 84,099 235,988

Non-Executive

Vanda Murray OBE — — 39,891 — — 39,891

Graham Prothero — — 2,602 — — 2,602

Avis Darzins — — 6,738 — — 6,738

Angela Bromfield — — 9,091 — — 9,091

Diana Houghton — — — — — —

Notes:

a) The number of shares required has been calculated using the mid-market average value for the 30-day period ended

31December 2024 (310.7 pence).

b) This column includes the 50 per cent proportion of share interests awarded in 2022, 2023 and 2024 under Element B of

the MIP in the form of nil-cost options that may be exercised after the three-year deferral period but where vesting is only

dependent on continuing employment throughout the three-year deferral period with no other performance conditions.

c) This column comprises of 50 per cent of the notional shares balance under MIP A which will be settled in shares and 50 per

cent of the outstanding MIP B awards that may be lapsed if the financial performance criteria is not met. These awards are

subject to continued employment over the relevant deferral periods.

d) The table above includes the interests of “persons closely associated” as defined under the Financial Services and Markets

Act (Market Abuse) Regulations 2016.

e) Matt Pullen was appointed to the Board on 8 January 2024 and is required to build his shareholding to 200 per cent of

salary. Justin Lockwood and Simon Bourne are building their shareholdings after their appointments to the Board in July

2021 andApril 2022 respectively.

Vanda Murray OBE, Matt Pullen and Justin Lockwood have all acquired additional share interests between

31 December 2024 and the date of this report. The number of shares acquired is as follows:

Vanda Murray OBE 4,000

Matt Pullen 6,000

Justin Lockwood 5,000

Remuneration Committee Report continued

Annual Statement

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 102

Annual report on remuneration continued

Payments to past Directors/payments for loss of office

As set out in last year’s report, Martyn Coffey stepped down from the Board and the role of Chief Executive on 29 February 2024. He continued to remain an employee of the Group until 6 December 2024.

During his period of employment Martyn received his salary, pension, car allowance and other contractual benefits. Martyn received a pro-rated MIP Element A award for his period of employment during the financial year

ended 31 December 2024. Martyn retained an interest in his 2022 and 2023 MIP B awards which vested on cessation and were subject to pro-ration reduction for his period in employment with the Group. The vested awards

are subject to a two-year holding period. Martyn is also required to comply with the Company’s post-termination shareholding requirements, which require him to retain shares equivalent to 200 per cent of salary in year one

post-termination and 100 per cent in year two.

Setting pay in context

The following graphs illustrate the relationship between total expenditure on remuneration and other disbursements from profit over the past three years.

The four elements represent the most significant outgoings for the Company during the financial year. In addition to colleague pay and shareholder distributions, capital investment and taxation are shown for the

following reasons:

• Investment – the Company’s strategy is to invest in organic growth opportunities in order to ensure that the business grows in a sustainable manner with a corresponding long-term benefit for all stakeholders

• Tax – the Company is a UK taxpayer and feels that it is beneficial to demonstrate to all its stakeholders its total UK tax contribution. The most significant elements of the Company’s UK tax contribution are VAT,

employer’s NI, corporation tax, fuel duty and aggregates levy. As profitability increases, corporation tax willalso increase. In 2024 the Group was re-accredited with the Fair Tax Mark

Staff pay

(£’m)

£110.0m

-12%

Distributions to shareholders

(£’m)

£21.0m

-34%

Capital investment

(£’m)

£11.6m

-45%

Tax

(£’m)

£103.2m

+2%

202220212020

127.4

109.1

106.9

125.5

110.0

2023 2024 202220212020

38.7

17.9

2023 2024

31.6

21.0

202220212020 202220212020

28.4

23.5

14.7

2023 20232024 2024

19.0

11.6

108.6

96.5

69.2

101.1

103.2

Relative importance of spend on pay (percentage change)

Remuneration Committee Report continued

Annual Statement

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 103

Annual report on remuneration continued

Pay comparisons

CEO ratio

The ratio of CEO pay (based on the single total figure of remuneration) to that of UK employees for the five years is shown in the table below. The calculation has been performed using the methodology in Option A of the

Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended) in line with best practice and is based on the single total figure of remuneration.

CEO pay ratio

CEO

salary

£’000

Employee salary CEO total

pay and

benefits

£’000

Employee total pay and benefits

Financial year

25th

percentile

50th

percentile

75th

percentile

25th

percentile

50th

percentile

75th

percentile

25th

percentile

50th

percentile

75th

percentile

2024 33:1 25:1 22:1 569 30 38 44 1,038 32 41 48

2023 43:1 34:1 30:1 676 31 39 44 1,331 31 39 45

2022 35.4:1 27.2:1 21.7:1 621 31 40 51 1,002 33 43 53

2021 55.0:1 42.4:1 35.2:1 532 29 40 45 1,685 31 40 45

2020 70.6:1 46.3:1 38.2:1 485 23 35 42 1,695 24 37 44

2019 77.6:1 60.6:1 51.0:1 460 22 36 40 2,213 28 36 43

The 25th, 50th and 75th percentiles have been calculated using actual pay for the year ended 31 December 2024, increased where appropriate to give full-time equivalent remuneration for part-time workers or those

working only part of the year.

• Our Chief Executive pay is made up of a higher proportion of performance related incentives than that of our employees, in line with the expectations of our shareholders. This introduces a higher degree of variability in

Chief Executive pay each year which affects the ratio. The ratio is lower in the last two years which reflects lower levels of MIP outcomes and the base salary of Matt Pullen on appointment

• Long-term incentives are provided in shares and, therefore, a change in price during any deferral or vesting period impacts the value of a long-term incentive award in the year in which it vests

• We recognise that the ratio is mainly driven by the different structure of the Chief Executive’s pay versus that of our employees, as well as the make-up of our workforce

• Where the base structure of remuneration is similar, for example on comparison between the Executive Committee pay and that of the Chief Executive, the ratio is much more stable over time

Percentage change in Directors’ remuneration

In accordance with The Companies (Directors’ Remuneration Policy and Directors’ Remuneration Report) Regulations 2019, the table below shows the percentage change in Executive Director and Non-Executive Director

total remuneration compared to the change for the average of UK-based employees of the Group excluding Executive Directors and Non-Executive Directors.

Salary/fees Taxable benefits Short-term variable pay (b)

2024 2023 2022 2021 2020 2024 2023 2022 2021 2020 2024 2023 2022 2021 2020

Executive Directors

Matt Pullen (Chief Executive) 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

Justin Lockwood (CFO) — 6.8% 8.1% n/a n/a (8.3%) 9.1% n/a n/a n/a 120.0% 26.8% (47.2%) n/a n/a

Simon Bourne (CCO) 5.1% 40.8% n/a n/a n/a 91.7% 50.0% n/a n/a n/a 131.6% 44.5% n/a n/a n/a

Non-Executive Directors

Vanda Murray OBE (Chair) — 8.0% 26.3% 1.4% (0.7%) 400.0% n/a n/a n/a n/a n/a n/a n/a n/a n/a

Angela Bromfield (NED) — 6.8% 14.1% 1.4% (0.7%) — n/a n/a n/a n/a n/a n/a n/a n/a n/a

Graham Prothero (NED) — 7.4% 80.0% 1.4% n/a — n/a n/a n/a n/a n/a n/a n/a n/a n/a

Avis Darzins (NED) — 11.4% 25.0% 1.4% (0.7%) — n/a n/a n/a n/a n/a n/a n/a n/a n/a

Diana Houghton (NED) — 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

Employees (a) (c) — 6.2% 3.6% 0.3% 5.4% (53.1%) (87.0%) (26.4%) 7.3% (8.8%) (18.9) 18.1% 27.1% 81% (85.1%)

Notes:

a) For employees, the calculation is based on total pay and the average number of employees during the year. We have included all UK employees from all employing entities, including Marshalls plc, in order to provide fair reflection across the Group.

b) The bonus is the non-deferred amount earned for the relevant year taken from the single figure remuneration table on page 97.

c) The vast majority of Marshalls colleagues received a non-consolidated pay award for 2024. For the purposes of this table, that payment has been included in short-term variable pay for 2024.

Remuneration Committee Report continued

Annual Statement

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 104

Annual report on remuneration continued

CEO pay in the last ten years

This table shows how pay for the CEO role has changed in the last ten years:

£’000 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

Single figure

remuneration 2,064 1,913 2,383 1,602 2,213 1,695 1,685 1,010 1,246 1,038

% of maximum annual

bonus earned 100.0% 96.9% 100.0% 98.0% 99.6% 0.0% 100.0% 30.2% 25.0% 55.0%

% of maximum LTIP/MIP

awards vesting 100.0% 100.0% 100.0% 98.0% 99.6% 0.0% 100.0% 100.0% n/a n/a

The 2024 figures relate to Matt Pullen, who replaced Martyn Coffey as Chief Executive on 29 February 2024.

Total shareholder return

This chart shows the Group’s total shareholder return (“TSR”) performance compared to the FTSE 250 Index.

This index has been chosen as Marshalls is a constituent of the FTSE 250. TSR is defined as share price

growth plus reinvested dividends. This chart shows the value at 31 December 2024 of £100 invested in

Marshalls plc on 31 December 2014 compared with the value of £100 invested in the FTSE 250. The other

plotted points are the intervening financial year ends.

External advisers

The Remuneration Committee was advised during the year by FIT Remuneration Consultants LLP (“FIT”)

which was appointed following a competitive tender in 2023. FIT attended meetings of the Committee

byinvitation.

Advisers’ fees are agreed by the Remuneration Committee according to the work performed and terms of

engagement. The Committee is satisfied that the remuneration advice from FIT is objective and independent

as it provides no other services to the Group. The Committee was also satisfied that there is no connection

between the advisers and the Company or individual Directors. FIT is a signatory to the Remuneration

Consultants Group’s Code of Conduct.

The amount paid to FIT in respect of remuneration advice received during 2024 was £40,658

(2023: £36,232).

Wider workforce considerations

The Committee carries out an annual review of the wider workforce remuneration, incentives and policies

to inform the approach applied to the remuneration of the Executive Directors and senior management.

Inparticular, the Committee is focused on whether the approach is consistent with that applied to the wider

workforce. The Committee also receives feedback from regular employee surveys and from site visits made

by the Executive Directors and senior management.

2024 has been a particularly challenging year for pay negotiations. Pay awards are usually made effective

1January. To achieve this date, negotiations commence with our recognised Trade Unions in the final

quarter of the previous year. Given the continued challenging end markets, a decision was made to defer

these negotiations to the second half of 2024. Conversations continued throughout the year, but we were

unable to achieve an outcome. In quarter four, we proposed a two-year deal to cover 2024 and 2025. This

consisted of a one-off, non-consolidated award of £700 for the vast majority of Marshalls colleagues (2024)

and, through continued negotiations, a final figure of a 4 per cent consolidated award (2025). The 2025

award, ahead of the relevant inflation measures, was made in recognition of no consolidated movement in

pay in 2024.

There were some exceptions to this arrangement. Senior leaders who participate in an incentive scheme

were excluded from the £700 non-consolidated award for 2024 and the budget for their pay movements,

from 1January 2025, was 3.5 per cent. Senior colleagues receive rewards that reflect their performance and

contribution, position against the market and retention considerations. Similarly, colleagues who participate

in a sales incentive programme were also excluded from the 2024 element, but qualified for the 2025 award

in line with our normal eligibility criteria.

Marley colleagues continue to participate in accordance with their relevant remuneration policies which

are currently separate to the Marshalls arrangements. There has been a successful launch of the Share

Purchase Plan and access to the newly launched 2024 Sharesave Scheme, enabling all colleagues to

acquire shares in the Marshalls Group (see below for more information).

As Chair of the Remuneration Committee and designated Non-Executive Director for employee engagement,

Angela Bromfield attends the Employee Voice Group (“EVG”). The EVG met six times during 2024 and,

amongst other things, provides valuable input into a range of topics including reward and the remuneration

policy. The meetings are chaired by the Chief People Officer and attended by a mixed group of colleagues

from across the different parts of the Group. Colleagues from Marley have an open invitation to participate.

The attendees of the meeting are elected by their colleagues to be their representatives. The current

EVG representatives have reached their two-year tenure and elections have taken place and a new set of

representatives were inducted in February 2025. The EVG has made recommendations, approved by the

Board, to modify the cadence of the meetings. In 2025 we will meet quarterly. Other Non-Executive Directors

and members of the Marshalls Executive Team also attend EVG meetings on a rotational basis. Asummary

of the EVG’s activities is set out in the Corporate Governance Statement on pages 76 and 77.

Marshalls plc FTSE 250 Index

450

400

350

300

250

200

150

100

2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

Source: Datastream (a LSEG product)

Remuneration Committee Report continued

Annual Statement

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 105

Annual report on remuneration continued

Incentive schemes

Dependent on role and level of seniority, colleagues are able to share in the success of the Company through

incentive compensation. The incentive approach applied to the Executive Directors aligns with the wider

Company policy on incentives, which is to apply a higher percentage of at-risk performance pay for more

senior roles, and also to increase the amount of the incentive that is deferred, provided in equity and/or

measured over the longer term for roles with greater seniority. The key incentive schemes are the MIP and

the Bonus Share Plan (“BSP”). Participation in the MIP and BSP schemes extends to senior management.

Sales bonuses apply to those in relevant roles. All employees have the opportunity to join the Sharesave and

the Share Purchase Plan as noted below.

Widening employee share ownership

Employees can become shareholders through employee share plans, including:

Sharesave Scheme

A new Sharesave Scheme was launched in 2024 to encourage wider ownership of Marshalls plc shares, so

that colleagues were able to participate in the Group’s success in a way that aligns their interests with those

of shareholders.

Share Purchase Plan

The Share Purchase Plan is open to all colleagues and provides the opportunity to purchase shares in the

market on a monthly basis out of gross salary.

Living Wage employer

The Group is proud to be a Living Wage employer, underscoring its commitment to its colleagues. Marshalls

achieved Living Wage accreditation in 2018, with Marley achieving accreditation in 2022, and we have both

maintained status throughout 2024.

Summary

In summary, the Committee is satisfied that the approach to remuneration across the wider workforce is

consistent with the Company’s Remuneration Policy and the wider principles of fairness and sustainability

that are fundamental to the Group’s culture. Further, in the Committee’s opinion, the approach to Executive

remuneration aligns with the approach taken in the wider Company pay policy.

Directors’ Remuneration Policy

Introduction

Our current Remuneration Policy was approved by shareholders at the 2023 AGM held on 10 May 2023.

Asummary of the Policy is provided below. The full Policy can be viewed in the 2022 Annual Report.

2023 Remuneration Policy table

Fixed remuneration

Salary

Purpose and

how it supports

the strategy

Base salary recognises the market value of the Executive’s role, skills, responsibilities,

performance and experience.

Operation An Executive Director’s base salary is set on appointment and reviewed annually or

when there is a change in position or responsibility. When determining an appropriate

level of salary, the Committee considers:

• General salary rises for employees

• Remuneration practices within the Group

• Any change in scope, role and responsibilities

• The general performance of the Group

• The experience of the relevant Director

• The economic environment

• Whether a benchmarking exercise is appropriate (using salaries within the ranges

paid by the companies in the comparator groups for remuneration benchmarking)

Individuals who are recruited or promoted to the Board may, on occasion, have their

salaries set below the targeted policy level until they become established in their role.

In such cases subsequent increases in salary may be higher than the general rises for

employees until the target positioning is achieved.

Maximum Typically, the base salaries of Executive Directors in post at the start of the Policy

period and who remain in the same role throughout the Policy period will be increased

by a similar percentage to the average annual percentage increase in salaries of other

UK employees in the Group. The exceptions to this rule may be where:

• An individual’s package is below market level and a decision is taken to increase

base pay to reflect proven competence in the role

• There is a material increase in scope or responsibility in the individual’s role

The Committee ensures that maximum salary levels are positioned in line with

companies of a similar size and validated against industry/sector peers, so that they

are competitive.

The Committee intends to review the comparators periodically and may add or

remove companies as it considers appropriate. Any changes to the comparator

groups will be explained in the report on the implementation of the Remuneration

Policy in the following financial year.

Remuneration Committee Report continued

Annual Statement

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 106

Directors’ Remuneration Policy continued

2023 Remuneration Policy table continued

Fixed remuneration continued

Pension

Purpose and

how it supports

the strategy

To enable Executive Directors to make appropriate provision for retirement.

Operation Executive Directors are entitled to join the defined contribution scheme operated by

Marshalls. The Company contributes at an agreed percentage of basic salary.

Executive Directors may take a pension allowance in place of the Company’s

contribution to the Scheme. Pension allowances are excluded for the purposes of

calculating any other element of remuneration based on a percentage of salary.

Maximum The maximum Company contribution or pension allowance for all Executive Directors

is in line with that provided to the majority of employees, which is currently 5 per cent

of salary.

For any new Executive Director appointments, the maximum employer pension

contribution or allowance will be in line with that provided to the majority of employees.

Benefits

Purpose and

how it supports

the strategy

The Company is required to provide benefits in order to be competitive and to ensure

it is able to recruit and retain Executive Directors.

Operation Benefits include car or car allowance, health insurance, life assurance and

membership of the Group’s employee share plans (the Executive Directors will also

be eligible to participate in any other all-employee plan operated by the Company

from time to time).

The Committee recognises the need to maintain suitable flexibility in the benefits

provided to ensure it is able to support the objective of attracting and retaining

personnel in order to deliver the Group strategy. Additional benefits may, therefore,

be offered such as relocation allowances on recruitment.

Maximum The maximum is the cost of providing the relevant benefits as described.

Variable performance-based remuneration

MIP A

Purpose and

how it supports

the strategy

Enabling the successful implementation of Group strategy through setting relevant

targets to measure Executive Director performance. Aligns the interests of Executives

with shareholders and contributes to the retention of key individuals by ensuring

that Executives take part of their annual bonus in shares or share-linked units rather

than cash.

Operation Annual performance conditions and targets are set at the beginning of the

Plan yearby reference to financial, strategic and operational objectives by the

Remuneration Committee.

As well as determining the performance conditions, targets and relative weighting,

the Committee will also determine, within the approved range, the level of target

bonus at the beginning of the Plan year. Upon assessment of performance by the

Committee, a contribution will be made by the Company into the participant’s Plan

Account; up to 50 per cent of the cumulative balance will be paid in cash for the

first three years of the Plan. Any remaining balance will be converted into shares

orshare-linked units.

100 per cent of the balance in the final year (the fourth year) of the Plan will normally be

settled in the form of shares transferred or allotted to the participant. During the Plan

period, 50 per cent of the retained balance is at risk of forfeiture based on a minimum

performance measure determined annually by the Committee (the underpin).

Full details of the relevant targets and their weighting, and how they have been

measured, will be reported in the Remuneration Report for the relevant financial year.

The Committee may award dividend equivalents on shares or share-linked units held

under the Plan to the extent that they vest.

Maximum Maximum 150 per cent of salary.

• Threshold 0 per cent of maximum

• Target 50 per cent of maximum

• Maximum 100 per cent of maximum

Remuneration Committee Report continued

Annual Statement

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 107

MIP A continued

Performance

conditions

An award under the Plan is subject to satisfying relevant performance conditions

and targets determined annually by the Remuneration Committee by reference to

financial and non-financial objectives that are closely linked to the strategy of the

business and may also contain individual performance objectives, measured over

a period of one financial year. A minimum of 50 per cent of the bonus is based on

financial performance measures.

The Committee is of the opinion that given the commercial sensitivity arising in

relation to the detailed financial targets used for the bonus, disclosing precise targets

for the Plan in advance would not be in shareholder interests. Targets, performance

achieved and awards made will be published at the end of the performance period so

shareholders can fully assess the basis for any pay-outs under the Plan.

The Committee retains the discretion to:

• Change the performance measures and targets and the weighting attached to the

performance measures and targets part-way through a performance year if there is

a significant and material event which causes the Committee to believe the original

measures, weightings and targets are no longer appropriate

• Make downward or upward adjustments to the amount of bonus contribution

earned resulting from the application of the performance measures, if the

Committee believes that the bonus outcomes are not a fair and accurate reflection

of business performance

Any adjustments or discretion applied by the Committee will be fully disclosed in the

following year’s Remuneration Report.

The Plan contains malus and clawback provisions.

MIP B

Purpose and

how it supports

the strategy

To link variable pay to achievement of annual financial and business objectives.

To promote long-term shareholding in the Company and strengthen alignment

between interests of Executive Directors and senior managers and those of shareholders.

Operation Annual performance conditions and targets are set by reference to financial, strategic

and operational objectives by the Remuneration Committee.

Awards are granted retrospectively in shares based on the achievement of

performance targets for the relevant year. Awards vest (subject to continued

employment) three years from grant.

Sale restrictions apply to awards that have vested: normally vested awards may not

be sold for a further two years after vesting or post-cessation of employment.

There is a financial underpin which, if not achieved over the three-year vesting period,

results in the loss of up to 50 per cent of unvested awards.

Details of the performance conditions, targets and their level of satisfaction for the

year being reported on will be set out in the Remuneration Report for the relevant

financial year.

The Committee may award dividend equivalents on shares or share-linked units held

under the Plan to the extent that they vest.

Maximum Maximum 100 per cent of salary.

• Threshold 0 per cent of maximum

• Target 50 per cent of maximum

• Maximum 100 per cent of maximum

Performance

conditions

An award under the Plan is subject to satisfying relevant performance conditions

and targets determined annually by the Remuneration Committee by reference to

financial and non-financial objectives that are closely linked to the strategy of the

business and may also contain individual performance objectives, measured over a

period of one financial year.

The Committee takes the same view on commercial sensitivity as for Element A

of the MIP.

The discretions set out above for Element A also apply to Element B. Any

adjustments or discretion applied by the Committee will be fully disclosed in the

following year’s Remuneration Report.

The Plan contains malus and clawback provisions.

Directors’ Remuneration Policy continued

2023 Remuneration Policy table continued

Variable performance-based remuneration continued

Remuneration Committee Report continued

Annual Statement

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 108

Directors’ Remuneration Policy continued

Minimum shareholding requirement

The minimum shareholding requirements for Executive Directors is 200 per cent of base salary. Executive

Directors are required to retain 50 per cent of the post-tax number of vested shares from the Company

incentive plans until the minimum shareholding requirement is met and maintained. Adherence to these

guidelines is a condition of continued participation in the incentive arrangements. This policy ensures that

the interests of Executive Directors and those of shareholders are closely aligned.

The Committee retains the discretion to increase the minimum shareholding requirements.

On cessation of employment, Executive Directors are required to retain the minimum shareholding

requirement of 200 per cent of base salary for one year post-cessation and 100 per cent of base salary for a

further year. Where their actual shareholding at departure is below the minimum shareholding requirement,

the Executive Director’s actual shareholding is required to be retained on the same terms and for the

same periods.

Chair and Non-Executive Directors’ Remuneration Policy

Fees

Purpose and

how it supports

the strategy

Annual fee to attract and retain experienced and skilled Non-Executive Directors

with the necessary experience and expertise to advise and assist with establishing

and monitoring the strategic objectives of the Company. Fees reflect the time

commitment and responsibilities of the roles.

Operation The Board is responsible for setting the remuneration of the Non-Executive Directors.

The Remuneration Committee is responsible for setting the Chair’s fees.

Non-Executive Directors are paid an annual fee. There are additional fees for

the SIDrole, chairing Committees and the designated employee engagement

Non-Executive Director. The Company retains the flexibility to pay fees for the

membership of Committees. The Chair does not receive any additional fees

formembership of Committees.

Fees are reviewed annually based on equivalent roles in the comparator group used

to review salaries paid to the Executive Directors.

Non-Executive Directors and the Chair do not participate in any variable remuneration

or benefits arrangements.

Maximum The fees for Non-Executive Directors and the Chair are broadly set at a competitive

level against the comparator group.

In general, the level of fee increase for the Non-Executive Directors and the Chair will

be set, taking account of any change in responsibility and salary increases for UK

employees generally.

The Company will pay reasonable expenses incurred by the Non-Executive Directors

and Chair in the performance of their duties and may settle any tax incurred in

relation to these.

Directors’ service contracts

Date of appointment Notice by Company Notice of Director

Matt Pullen January 2024 12 months 12 months

Justin Lockwood July 2021 12 months 12 months

Simon Bourne April 2022 12 months 12 months

Vanda Murray OBE May 2018 6 months 6 months

Graham Prothero May 2017 6 months 6 months

Angela Bromfield October 2019 6 months 6 months

Avis Darzins June 2021 6 months 6 months

Diana Houghton January 2023 6 months 6 months

Service contracts are kept at the Company’s registered office.

Angela Bromfield

Chair of the Remuneration Committee

17 March 2025

Directors’ Report – Other Regulatory Information

The information required by the Disclosure Guidance and Transparency Rules (“DTRs”) 4.1.8R is contained in

the Strategic Report and the Directors’ Report.

Marshalls plc is registered with company number 5100353.

Directors and Board composition: The Directors of the Company are listed on pages 66 and 67.

As at 31 December 2024, the Company had met the targets on Board diversity set out in UKLR 6.6.6 R(9).

Board and executive management composition at that date was as follows:

Gender identity or sex

Number

of Board

members

Percentage

of the Board

Number of

senior positions

on the Board

(Chief Executive,

CFO, SID and Chair)

Number in

executive

management

Percentage of

executive

management

Men 4 50 4 6 86

Women 4 50 1 1 14

Not specified or preferred not to say n/a n/a n/a n/a n/a

Ethnic background

Number

of Board

members

Percentage

of the Board

Number of

senior positions

on the Board

(Chief Executive,

CFO, SID and Chair)

Number in

executive

management

Percentage of

executive

management

White British or other white (including

minority-white groups) 7 87.5 4 5 71

Mixed/multiple ethnic groups 1 12.5 0 0 0

Asian/Asian British 0 0 0 2 29

Black/African/Caribbean/Black British 0 0 0 0 0

Other ethnic group 0 0 0 0 0

Not specified or preferred not to say n/a n/a n/a n/a n/a

For the purposes of the disclosures set out above, made pursuant to UKLR 6.6.6R(9) and (10), the Company

collected the relevant data from the Board directly and, in the case of executive management, the data

is contained within the Group’s human resources management system, Marshalls Connect. The data is

provided with the consent of the relevant individuals.

Political donations: The Group made no donations during the year to any political party or political

organisation or to any independent election candidate, whether in the UK or elsewhere (2023: £nil).

Risk management: The Group’s risk management objectives, its approach to managing risk generally and

itsuse of financial instruments are described in the Strategic Report on pages 54 to 64. Further details

ofthe Group’s risk management in relation to financial risks and its use of financial instruments to mitigate

such risks are set out in Note 20 on pages 139 to 143.

Greenhouse gas emissions: The Group’s disclosure in respect of the SECR requirements can be found

inthe Strategic Report on page 42.

Employees: Details of how the Directors have engaged with colleagues, the engagement channels used

and the outcomes from the engagement are set out on page 30. The Company is an equal opportunities

employer and is committed to ensuring that all colleagues are treated fairly and are valued irrespective of

disability, race, gender, sexual orientation, marital status, nationality, religion, employment status, age or

membership or non-membership of a trade union. A copy of the Company’s Diversity and Inclusion Policy

is available at https://www.marshalls.co.uk/about-us/policies and details of colleague involvement and

communication are explained in the Strategic Report on pages 34 and 35.

Stakeholders: Details of how the senior management team and the Directors have engaged with

shareholders, customers, suppliers and other stakeholder groups are set out on pages 28 to 31, along with

engagement channels used. Details of the Group’s stakeholder engagement strategy are explained on pages

27 to 31. The statement by the Directors in relation to their statutory duties under Section 172(1) of the

Companies Act 2006 is found on pages 24 to 26.

Corporate governance: Details of how the Group complies with and applies the UK Corporate Governance

Code are set out on pages 68 and 82.

Post-balance sheet events of importance since 31 December 2024: None.

Research and development: Activity and likely future developments for the business are described in the

Strategic Report on pages 15 and 16.

Dividends

The Board is recommending a final dividend of 5.4 pence (2023: 5.7 pence) per share, which, together with the

interim dividend of 2.6 pence (2023: 2.6 pence) per share, makes a combined dividend of 8 pence (2023: 8.3 pence)

per share. Payment of the final dividend, if approved at the Annual General Meeting, will be made on 1 July 2025 to

shareholders registered at the close of business on 7 June 2025. The ex-dividend date will be 6 June 2025.

The dividend paid in the year to 31 December 2024 and disclosed in the Consolidated Income Statement

was 8.3 pence (2023: 12.5 pence) per share, being the previous year’s final dividend of 5.7 pence and the

interim dividend of 2.6 pence per share in respect of the year ended 31 December 2024.

Share capital and authority to purchase shares

The Company’s share capital at 31 December 2024 was 252,968,728 Ordinary Shares of 25 pence each.

Nonew Ordinary Shares were issued during the year ended 31 December 2024. Details of the share capital

are set out in Note 24 on page 148.

The Ordinary Shares of the Company carry equal rights to dividends, voting and return of capital on the

winding up of the Company, as set out in the Company’s Articles of Association. There are no restrictions

on the transfer of securities in the Company and there are no restrictions on any voting rights or deadlines,

other than those prescribed by law, nor is the Company aware of any arrangement between holders of its

shares which may result in restrictions on the transfer of securities or voting rights, nor any arrangement

whereby a shareholder has waived or agreed to waive dividends (other than the EBT – see below).

The Marshalls plc Employee Benefit Trust (“EBT”) generally holds shares for the purposes of satisfying future

awards that may vest under the Company’s share-based incentive schemes. The EBT may purchase shares

in the Company from time to time to satisfy awards granted to Directors and senior Executives (subject

to the achievement of performance targets under the Company’s incentive schemes) or to facilitate the

satisfaction by employees of their tax liabilities arising from any rewards. Details of outstanding incentive

awards are set out in Note 21 on pages 143 to 146.

Where shares are acquired by the EBT, these are accounted for by the Company as a purchase of own

shares. During the year ended 31 December 2024 the EBT acquired 466,295 shares for a total consideration

of £1.4 million.

At 31 December 2024, the EBT held 116,291 Ordinary Shares in the Company (2023: 100,238 Ordinary Shares)

in respect of future incentive awards under the Company’s employee share schemes.

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 109

Directors’ Report – Other Regulatory Information continued

Share capital and authority to purchase shares continued

The EBT has waived its right to receive dividends on shares that it holds beneficially in respect of future

awards. The Trustee of the EBT exercises any voting rights on such shares in accordance with the

Directors’recommendations.

UK-based employees of the Group with more than six months’ service may participate in the Marshalls

plc Share Purchase Plan during any offer period. Employees purchase Ordinary Shares in the Company

with their pre-tax salary. The shares are purchased in the market and then held in trust by Computershare

Investor Services plc. Employees receive dividends on these shares and may give voting instructions

tothe Trustee.

At the Annual General Meeting in May 2024 shareholders gave authority to the Directors to purchase up

to 37,920,012 shares, representing approximately 14.99 per cent of the Company’s issued share capital

inthe Company, in the market during the period expiring at the next Annual General Meeting at a price

tobe determined within certain limits. No Ordinary Shares in the Company were purchased during the

year orbetween 31 December 2024 and 18 March 2025 under this authority, which will expire at the

2025AnnualGeneral Meeting. The Directors will seek to renew the authority at that meeting.

Contracts of significance and related parties

There were no contracts of significance between any member of the Group and (a) any undertaking in

which a Director has a material interest, or (b) a controlling shareholder (other than between members of

the Group). There have been no related party transactions between any member of the Group and a related

party since the publication of the last Annual Report.

There are a number of agreements that take effect, alter or terminate upon a change of control of the Group.

None of these are considered to be significant in terms of their likely impact on the business of the Group

as a whole.

Articles of Association

The Company’s Articles of Association give powers to the Board to appoint Directors. Newly appointed

Directors are required to retire and submit themselves for re-election by shareholders at the first Annual

General Meeting following their appointment.

The Board of Directors may exercise all the powers of the Company, subject to the provisions of relevant

laws and the Company’s Memorandum and Articles of Association. These include specific provisions and

restrictions regarding the Company’s power to borrow money. Powers relating to the issuing and buying

back of shares are included in the Articles of Association and such authorities are renewed by shareholders

each year at the Annual General Meeting.

The Articles of Association may be amended by Special Resolution of the shareholders.

The Group has granted indemnities to its Directors to the extent permitted by law (which are qualifying

indemnity provisions under Section 236 of the Companies Act 2006) and these remained in force during the

year in relation to certain losses and liabilities that the Directors may incur to third parties in the course of

action as Directors or employees of the Company, any subsidiary or associated company, or a Director of

the pension scheme Trustee Board. Neither the liability insurance nor the indemnities provide cover inthe

event of proven fraudulent or dishonest activity. The Group has not indemnified any Director under the

indemnities currently in place.

Directors’ interests

Details of Directors’ remuneration, their interests in the share capital of the Company and the share-based

payment awards are contained in the Remuneration Committee Report on pages 93 to 108.

Listing Rule requirements

The applicable requirements of UKLR 6.6.1R in respect of long-term incentive schemes and contracts of

significance are included in this Annual Report.

Substantial shareholdings

The Company has no controlling shareholder. As at 14 March 2025, the Company had been notified, in

accordance with DTR 5, of the following disclosable interests of 3 per cent or more in its voting rights:

As at

28 February

2025

As at

31 December

2024

Inflexion Private Equity Partners 8.72 8.72

AXA Framlington Investment Managers 5.69 5.66

BlackRock 5.60 6.41

Vanguard Group 5.17 5.26

abrdn 4.43 4.42

Royal London Asset Management 4.29 4.05

Janus Henderson Investors 3.90 3.85

M&G Investments 3.80 3.15

Montanaro Asset Management 3.77 5.74

Jupiter Asset Management 3.18 2.57

The Directors’ Report, comprising the Strategic Report, the Corporate Governance Statement and the

Reports of the Audit, Remuneration and Nomination Committees, has been approved by the Board and

signed on its behalf by:

Shiv Sibal

Group Company Secretary

17 March 2025

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 110

Statement of Directors’ Responsibilities

in respect of the Annual Report and the Financial Statements

The Directors are responsible for preparing the Annual 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 United Kingdom adopted International Accounting Standards and International Financial Reporting

Standards (“IFRSs”) as issued by the International Accounting Standards Board (“IASB”). The Directors 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 accounting estimates that are reasonable and prudent

• For the Group Financial Statements, state whether they have been prepared in accordance with IFRS

• For the Parent Company Financial Statements, state whether Financial Reporting Standard 101 Reduced

Disclosure Framework has been followed, subject to any material departures disclosed and explained in

the financial statements; and

• Prepare the Financial Statements on the going concern basis unless it is inappropriate to presume that

the Group and the Parent Company will continue in business

In preparing the Group Financial Statements, IAS 1 requires that Directors:

• Properly select and apply accounting policies

• Present information, including accounting policies, in a manner that provides relevant, reliable,

comparable and understandable information

• Provide additional disclosures when compliance with the specific requirements in IFRSs is insufficient

to enable users to understand the impact of particular transactions, other events and conditions on the

entity’s financial position and financial performance

• Make an assessment of the Company’s ability tocontinue as a going concern

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 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.

Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report,

Directors’ Report, Directors’ Remuneration Report and Corporate Governance Statement that comply with

that law and those regulations.

The Directors are responsible for the maintenance and integrity of the corporate and financial information

included on the Company’s website. Legislation in the UK governing the preparation and dissemination of

Financial Statements may differ from legislation in other jurisdictions.

Responsibility statement of the Directors on the Annual Report and Accounts

The Directors who held office at the date of approval of this Directors’ Report and whose names and

functions are listed on pages 66 and 67 confirm that, to the best of each of their 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 of the Company and the

undertakings included in the consolidation taken as a whole

• The Strategic Report contained in this Annual Report includes a fair review of the development and

performance of the business and the position of the Company and the Group taken as a whole, together

with a description of the principal risks and uncertainties that they face

• The Annual Report and Financial Statements, taken as a whole, is fair, balanced and understandable and

provides the information necessary for shareholders to assess the Group’s position and performance,

business model and strategy

Disclosure of information to the auditor

The Directors who held office at the date of approval of this Directors’ Report confirm that, so far as they

are each aware, there is no relevant audit information of which the Company’s auditor is unaware, and each

Director has taken all the steps that he/she ought to have taken as a Director to make himself/herself aware

of any relevant audit information and to establish that the Company’s auditor is aware of that information.

Going concern

The Directors have adopted the going concern basis in preparing these Financial Statements in

accordance with the Financial Reporting Council’s “Guidance on Risk Management, Internal Control and

Related Financial and Business Reporting”, issued in September 2014. The Directors considered that

it was appropriate to do so, having reviewed any uncertainties that may affect the Company’s ability to

continue as a going concern for at least the next twelve months from the date these Financial Statements

were approved.

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 111

Statement of Directors’ Responsibilities continued

in respect of the Annual Report and the Financial Statements

Cautionary statement and Directors’ liability

This Annual Report 2024 has been prepared for, and only for, the members of the Company, as a body,

and no other persons. Neither the Company nor the Directors accept or assume any liability to any person

to whom this Annual Report is shown or into whose hands it may come except to the extent that such

liability arises and may not be excluded under English law. Accordingly, any liability to a person who

has demonstrated reliance on any untrue or misleading statement or omission shall be determined in

accordance with Section 90A of the Financial Services and Markets Act 2000.

This Annual Report contains certain forward-looking statements with respect to the Group’s financial

condition, results, strategy, plans and objectives. These statements are not forecasts or guarantees of future

performance and involve risk and uncertainty because they relate to events and depend upon circumstances

that will occur in the future.

There are a number of factors that could cause actual results or developments to differ materially from

those expressed, implied or forecast by these forward-looking statements. All forward-looking statements

in this Annual Report are based on information known to the Group as at the date of this Annual Report and

the Group has no obligation publicly to update or revise any forward-looking statements, whether as a result

of new information or future events. Nothing in this Annual Report should be construed as a profit forecast.

Annual General Meeting

The Notice convening the Annual General Meeting to be held at the offices of Walker Morris, 33 Wellington

Street, Leeds, West Yorkshire LS1 4DL, together with explanatory notes on the Resolutions to be proposed, is

contained in a circular to be sent to shareholders with this Annual Report.

By Order of the Board:

Shiv Sibal

Group Company Secretary

17 March 2025

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 112

Independent Auditor’s Report

to the members of Marshalls plc

Report on the audit of the Financial Statements

1. Opinion

In our opinion:

• The Financial Statements of Marshalls plc (the “Parent Company”) and its subsidiaries (the “Group”) give a

true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 December 2024

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”

• The Financial Statements have been prepared in accordance with the requirements of the Companies Act 2006

We have audited the Financial Statements which comprise:

• The Consolidated Income Statement

• The Consolidated Statement of Comprehensive Income

• The Consolidated and Parent Company Balance Sheets

• The Consolidated Cash Flow Statement

• The Consolidated and Parent Company Statements of Changes in Equity

• The related Notes 1 to 44

The financial reporting framework that has been applied in the preparation of the Group Financial Statements

is applicable law, United Kingdom adopted International Accounting Standards and IFRS Accounting Standards

as issued by the IASB. The financial reporting framework that has been applied in the preparation of the Parent

Company Financial Statements is applicable law and United Kingdom Accounting Standards, including FRS 101

“Reduced Disclosure Framework”.

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 3 to the Financial Statements. We confirm that

we have not provided any non-audit services prohibited by the FRC’s Ethical Standard to the Group or the

Parent Company.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our opinion.

3. Summary of our audit approach

Key audit matters

The key audit matter that we identified in the current year is:

• Revenue

Within this report, our key audit matter is identified as follows:

Newly identified

Materiality

The materiality that we used for the Group Financial Statements was £3.5 million which was determined on the basis of 6.7 per cent of adjusted profit before tax.

Scoping

We have considered the scope of our audit on a financial statement line-item basis with our final scope covering 100 per cent of Group revenue, 100 per cent of Group net assets and 100 per cent

of profit before tax.

Significant changes

in our approach

In the current year we have identified a key audit matter in relation to revenue, specifically due to the significant size of the balance and proportion of audit effort spent on auditing revenue.

In the prior year, we identified a key audit matter relating to the impairment of goodwill of the Roofing CGU. We have no longer identified this as a key audit matter in our FY24 audit given the most

recent trading results for that business.

There have been no other significant changes to our approach since the prior year.

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Report on the audit of the Financial Statements 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:

• Evaluating the design and implementation of controls over forecasts

• Evaluating the availability of adequate funding through assessment of repayment terms

• Assessing the historical accuracy of forecasts prepared by management and key assumptions

underpinning the forecasts

• Checking the mathematical accuracy of the model used to prepare the forecasts

• Assessing the assumptions used in the forecasts, including performing sensitivity analyses in relation

toassumptions for future market growth

• Understanding and evaluating the financial and non-financial covenants for the Group

• Evaluating the amount of headroom over liquidity, through review of cash flows, and covenants through

re-calculation of covenant ratios

• Assessing whether the Directors have considered and reflected the Group’s principal risks, including the

impact of climate risks and opportunities and the downturn in the construction industry, in the Group’s

going concern assessment

• Evaluating the appropriateness of the going concern disclosures 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.

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. Revenue

Key audit matter

description

The main source of revenue for the Group is the sale of construction materials

as set out by management in the Strategic Report and Note 1 to the Financial

Statements. Total Group revenue for 2024 is £619.2 million (2023: £671.2 million).

Management’s accounting policy is to recognise revenue typically on despatch, with

deliveries usually made on the same day. Due to the significant size of the balance

and proportion of audit effort spent on auditing revenue we have identified this as a

key audit matter. This has been identified as a new key audit matter in the year; whilst

there is no change in the risk level, the amount of audit effort has increased as we

have fully integrated the roofing business into our analytic based testing approach.

The Group’s revenue recognition accounting policies are disclosed in Note 1 to the

consolidated financial statements. Note 2 and strategic report on page 50 include

details of revenue segments.

How the scope

of our audit

responded to the

key audit matter

The procedures we performed across the entities within our audit scope included

thefollowing:

• Testing the controls in relation to revenue recognition from ordering to cash

collection, including both manual and automated controls within the cycle

• Executing analytical procedures to match revenue recorded in the Financial

Statements to supporting information such as sales orders, invoices, delivery

notes and bank statements to identify any potential exception

• Performing tests of detail over the accuracy and completeness of the data sets

used in the data analytic, through agreeing a sample of entries tothird-party

documentation such as bank statements

Key observations

Based on the audit procedures performed we concluded that revenue was not

materially misstated.

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Report on the audit of the Financial Statements continued

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.

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 £3.5 million (2023: £2.5 million) £1.7 million (2023: £1.3 million)

Basis for

determining

materiality

6.7 per cent of adjusted profit before

tax (2023: 5 per cent of adjusted profit

before tax).

The reconciliation of adjusted pre-tax profit

has been presented on page 121 of the

consolidated financial statements.

Parent Company materiality has been

capped at 50 per cent of the Group

materiality. This represents 0.3 per cent

of net assets (2023: 0.2 per cent of

net assets).

Rationale for

the benchmark

applied

Adjusted profit before tax is considered key

performance indicators by management

and users of the financial statements when

assessing the performance of the Group.

As a holding company, net assets are

considered to be the primary benchmark.

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

70 per cent (2023: 70 per cent) of

Groupmateriality

70 per cent (2023: 70 per cent) of Parent

Company materiality

Basis and

rationale for

determining

performance

materiality

In determining performance materiality, we considered the following factors:

a. Our risk assessment, including our assessment of the quality of the

controlenvironment

b. The impact of the current macro-economic environment and climate change on

the business and its operating environment

c. The low number of corrected and uncorrected misstatements identified

inprevious audits

6.3. Error reporting threshold

We agreed with the Audit Committee that we would report to the Committee all audit differences in excess

of £0.2 million (2023: £0.1 million), as well as differences below that threshold that, in our view, warranted

reporting on qualitative grounds. We also report to the Audit Committee on disclosure matters that we

identified when assessing the overall presentation of the Financial Statements.

Adjusted PBT

Group materiality

Adjusted PBT

£52.2m

Group materiality

£3.5m

Component materiality range

£0.4m to £1.9m

Audit Committee reporting threshold

£0.2m

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Report on the audit of the Financial Statements continued

7. An overview of the scope of our audit

7.1. Identification and scoping of components

We have obtained an understanding of the Group and its environment, including how components are

organised within the Group and the existence of Group-wide controls.

Our audit scoping has been performed utilising professional judgement to obtain sufficient coverage over

significant account balances identified at the Group level. Based on this assessment, we have performed

audit procedures on one or more significant classes of transactions, account balances or disclosures

across the principal trading entities. The range of component performance materialities used is between

£0.4million and £1.9 million. We have considered the scope of our audit on a financial statement line-item

basis with our final scope covering 100 per cent (2023: 98 per cent) of Group revenue, 100 per cent (2023:

100per cent) of Group net assets and 100 per cent (2023: 100 per cent) of profit before tax.

The legal entity account balances not covered by our audit scope were subject to analytical procedures

assessing that there were no significant risks of material misstatement in the aggregated financial

information. We considered quantitative and qualitative factors in our assessment, including the residual

balances not covered by our audit scope both as a percentage of the total consolidated amount of

the significant account and as a multiple of Group materiality and the specific risks associated with

the component. Based on our assessment, we have concluded that audit risk has been reduced to an

appropriately or acceptably low level for all significant accounts.

In addition to the above, we also performed audit work on the Group and Parent Company Financial

Statements, including but not limited to the consolidation of Group results, consolidation and post-closing

journal entries and preparation of the Financial Statements.

7.2. Our consideration of the control environment

With involvement of our IT specialists we evaluate the IT environment of the Group and obtained an

understanding of relevant IT systems and the automated controls within these systems.

In evaluating the Marshalls IT environment, we have:

• Obtained an understanding of the IT system within the finance IT environment, Microsoft AX and D365.

These systems are used for the entity’s financial reporting process and includes all finance, payroll and

HR modules

• Tested the Data Warehouse system which houses the inventory database

• Tested the following general IT controls for Microsoft AX, D365 and Data Warehouse: access security

(joiners, movers, leavers (“JML”), passwords, privileged access and user access reviews (“UARs”)), change

management (change process and segregation of duties)

In evaluating the Marley Group IT environment, we have:

• Obtained an understanding of the key IT system within the finance IT environment, being SAP ECC and

SAP BW. These systems are used for the component’s financial reporting process for monitoring its

individual entities and reporting to Marshalls plc Group

• Tested the following general IT controls for SAP ECC & SAP BW: Access Security (Joiners, Movers,

Leavers (“JML”), Passwords, Privileged Access and User Access Reviews (“UARs”)), Change Management

(Change Process and Segregation of Duties)

Controls reliance

During our audit we obtained an understanding of the relevant controls within the key business cycles for

the Group. We evaluated the design and implementation of relevant controls within the order-to-cash and

make-to-deliver cycles. However, due to current year IT deficiencies identified, we have not placed reliance

on the controls.

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Report on the audit of the Financial Statements continued

7. An overview of the scope of our audit continued

7.3. Our consideration of climate-related risks

In planning our audit, we have considered the potential impact of climate-related risks on the Group’s

business and its Financial Statements.

The Group is focused on responding to the threats and opportunities presented by climate change with

a developed strategy outlining how this is to be achieved. The Directors have considered transition and

physical risks when considering climate as part of their risk assessment process when considering the

principal risks and uncertainties facing the Group, as disclosed in the Strategic Report on pages 54 to 64.

The Directors have concluded that the key risk of climate change for the business is the reduced business

from customers choosing lower-carbon products. Furthermore they have acknowledged the increasing

risk of climate change and as such have put more focus into climate risk assessment and developing

appropriate strategies to respond to those risks, both on a short-term basis and on consideration of the

longer-term outlook. The impact of climate-related risks on the financial statements is disclosed in Note 1.

We performed our own qualitative risk assessment of the potential impact of climate change on the Group’s

account balances and classes of transaction and did not identify any reasonably possible risks of material

misstatement. Our procedures were performed with the involvement of our Environmental Social and

Governance (ESG) specialists and included:

• Evaluated management’s assessment of the key Financial Statements line items and estimates which are

more likely to be materially impacted by climate change risks given the more notable impacts of climate

change on the business are expected to arise in the medium to long term

• Challenged how the Directors considered climate change in their assessment of going concern and

viability based on our understanding of the business environment and by benchmarking relevant

assumptions with market data

• Reviewed the Group’s ESG and climate-related financial disclosures on pages 43 to 49 against the

recommendations of the TCFD framework and considered if any of the information disclosed was

inconsistent with the information we obtained through our audit

• Assessed whether climate risk assumptions underpinning specific account balances were appropriately

disclosed

• Read the climate risk disclosures included in the Strategic Report section on pages 43 to 49 of the Annual

Report for consistency with the Financial Statements and our knowledge of the business environment

8. Other information

The other information comprises the information included in the Annual Report, other than the Financial

Statements and our Auditor’s Report thereon. The Directors are responsible for the other information

contained within the Annual Report.

Our opinion on the Financial Statements does not cover the other information and, except to the extent

otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is

materially inconsistent with the Financial Statements or our knowledge obtained in the course of the audit,

or otherwise appears to be materially misstated.

If we identify such material inconsistencies or apparent material misstatements, we are required to

determine whether this gives rise to a material misstatement in the Financial Statements themselves. If,

based on the work we have performed, we conclude that there is a material misstatement of this other

information, we are required to report that fact.

We have nothing to report in this regard.

9. Responsibilities of Directors

As explained more fully in the Directors’ Responsibilities Statement, the Directors are responsible for the

preparation of the Financial Statements and for being satisfied that they give a true and fair view, and

for such internal control as the Directors determine is necessary to enable the preparation of Financial

Statements that are free from material misstatement, whether due to fraud or error.

In preparing the Financial Statements, the Directors are responsible for assessing the Group’s and the Parent

Company’s ability to continue as a going concern, disclosing as applicable, matters related to going concern

and using the going concern basis of accounting unless the Directors intend either to liquidate the Group or

the Parent Company or to cease operations, or have no realistic alternative but to do so.

10. Auditor’s responsibilities for the audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole

are free from material misstatement, whether due to fraud or error, and to issue an Auditor’s Report that

includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an

audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,

they could reasonably be expected to influence the economic decisions of users taken on the basis of these

Financial Statements.

A further description of our responsibilities for the audit of the Financial Statements is located on the FRC’s

website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor’s Report.

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Report on the audit of the Financial Statements continued

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.

11.1. Identifying and assessing potential risks related to irregularities

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and

non-compliance with laws and regulations, we considered the following:

• The nature of the industry and sector, control environment and business performance including the

design of the Group’s remuneration policies, key drivers for Directors’ remuneration, bonus levels and

performance targets

• Results of our enquiries of management, internal audit, the Directors and the Audit Committee about their

own identification and assessment of the risks of irregularities, including those that are specific to the

Group’s sector

• Any matters we identified having obtained and reviewed the Group’s documentation of its policies and

procedures relating to

• Identifying, evaluating and complying with laws and regulations and whether it was aware of any

instances of non-compliance

• Detecting and responding to the risks of fraud and whether it has 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 and relevant internal specialists, including tax,

valuations, pensions, ESG and IT 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.

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 framework that the Group operates in,

focusing on provisions of those laws and regulations that had a direct effect on the determination of

material amounts and disclosures in the Financial Statements. The key laws and regulations we considered

in this context included the UK Companies Act, Listing Rules, pensions legislation and tax legislation.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the

Financial Statements but compliance with which may be fundamental to the Group’s ability to operate

or to avoid a material penalty. These included the Group’s environmental regulations and health and

safetyregulations.

11.2. Audit response to risks identified

As a result of performing the above, we did not identify any key audit matters related to the potential risk of

fraud or non-compliance with laws and regulations.

Our procedures to respond to risks identified included the following:

• Reviewing the Financial Statements disclosures and testing to supporting documentation to assess

compliance with provisions of relevant laws and regulations described as having a direct effect on the

Financial Statements

• Enquiring of management, the Audit Committee and in-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

• 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 remained alert to any indications of fraud or non-

compliance with laws and regulations throughout the audit.

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Report on other legal and regulatory requirements

12. Opinions on other matters prescribed by the Companies Act 2006

In our opinion the part of the Directors’ Remuneration Report to be audited has been properly prepared in

accordance with the Companies Act 2006.

In our opinion, based on the work undertaken in the course of the audit:

• The information given in the Strategic Report and the Directors’ Report for the financial year for which the

Financial Statements are prepared is consistent with the Financial Statements

• The Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal

requirements

In the light of the knowledge and understanding of the Group and the Parent Company and their

environment obtained in the course of the audit, we have not identified any material misstatements in the

Strategic Report or the Directors’ Report.

13. Corporate Governance Statement

The Listing Rules require us to review the Directors’ statement in relation to going concern, longer-term

viability and that part of the Corporate Governance Statement relating to the Group’s compliance with the

provisions of the UK Corporate Governance Code specified for our review.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements

of the Corporate Governance Statement is materially consistent with the Financial Statements and our

knowledge obtained during the audit:

• The Directors’ statement with regard to the appropriateness of adopting the going concern basis of

accounting and any material uncertainties identified set out on page 111

• The Directors’ explanation as to their assessment of the Group’s prospects, the period this assessment

covers and why the period is appropriate set out on page 111

• The Directors’ statement on fair, balanced and understandable set out on page 111

• The Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks

set out on page 55

• The section of the Annual Report that describes the review of effectiveness of risk management and

internal control systems set out on page 82

• The section describing the work of the Audit Committee set out on pages 88 to 90

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

• 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

• 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 Committee, we were appointed by the shareholders on 20 May

2015 to audit the Financial Statements for the year ended 31 December 2015 and subsequent financial

periods. During the year, the Marshalls plc Audit Committee managed a competitive audit tender process

which saw us reappointed as the Group’s external auditor. The period of total uninterrupted engagement

including previous renewals and reappointments of the firm is ten years, covering the years ended 31

December 2015 to 31 December 2024.

15.2. Consistency of the Audit Report with the additional report to the Audit Committee

Our audit opinion is consistent with the additional report to the Audit Committee we are required to provide

in accordance with ISAs (UK).

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Report on other legal and regulatory requirements 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 to 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 to 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 to DTR 4.1.18R.

Bashir Bahaj BSc FCA (Senior Statutory Auditor)

For and on behalf of Deloitte LLP

Statutory Auditor

London, United Kingdom

17 March 2025

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 120

Consolidated Income Statement

for the year ended 31 December 2024

Consolidated Statement of Comprehensive Income

for the year ended 31 December 2024

		2024	2023
	Notes	£’m	£’m
Revenue	2	619.2	671.2
Net operating costs	3	(565.3)	(630.2)
Operating profit	2	53.9	41.0
Net financial expenses	6	(14.5)	(18.8)
Profit before tax	2	39.4	22.2
Income tax expense	7	(8.4)	(3.8)
Profit for the financial year		31.0	18.4
Profit for the year
Attributable to:
Equity shareholders of the Parent		31.0	18.6
Non-controlling interests		—	(0.2)
Profit for the financial year		31.0	18.4
Earnings per share
Basic	8	12.3p	7.4p
Diluted	8	12.2p	7.3p
Dividend
Pence per share	9	8.0p	8.3p

All results relate to continuing operations.

		2024	2023
	Notes	£’m	£’m
Adjusted profit measures
Operating profit		53.9	41.0
Adjusting items	4	12.8	29.7
Adjusted operating profit		66.7	70.7
Profit before tax		39.4	22.2
Adjusting items	4	12.8	31.1
Adjusted profit before tax		52.2	53.3
Profit for the financial year		31.0	18.4
Adjusting items (net of tax)	4	9.5	23.7
Adjusted profit after tax		40.5	42.1
Adjusted earnings per share
Basic	8	16.0p	16.7p
Diluted	8	16.0p	16.7p

		2024	2023
	Notes	£’m	£’m
Profit for the financial year		31.0	18.4
Other comprehensive income/(expense)
Items that will not be reclassified to the Income
Statement:
Remeasurements of the net defined benefit surplus	21	13.4	(9.8)
Deferred tax arising	23	(3.4)	2.4
Total items that will not be reclassified to the Income
Statement		10.0	(7.4)
Items that are or may in the future be reclassified
totheIncome Statement:
Effective portion of changes in fair value of cashflowhedges		1.6	(0.6)
Fair value of cash flow hedges transferred to the Income Statement		(2.4)	(1.1)
Deferred tax arising	23	0.2	0.8
Reclassification of sale of subsidiary		—	(0.6)
Exchange difference on retranslation of foreign
currency net investment		0.2	0.1
Exchange movements associated with borrowings
designated as a hedge against net investment		—	(0.2)
Total items that are or may be reclassified to the Income Statement		(0.4)	(1.6)
Other comprehensive income/(expense) for the year, net of income tax		9.6	(9.0)
Total comprehensive income for the year		40.6	9.4
Attributable to:
Equity shareholders of the Parent		40.6	10.2
Non-controlling interests	25	—	(0.8)
		40.6	9.4

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 121

2024 2023

	Notes	£’m	£’m
Assets
Non-current assets
Goodwill	10	324.4	324.4
Intangible assets	11	217.8	227.5
Property, plant and equipment	12	234.8	249.4
Right-of-use assets	13	32.4	41.7
Employee benefits	21	24.1	11.0
Deferred taxation assets	23	2.1	1.1
		835.6	855.1
Current assets
Inventories	14	138.2	125.1
Trade and other receivables	15	80.8	93.4
Cash and cash equivalents	16	18.9	34.5
Assets classified as held for sale	12	1.5	2.4
Derivative financial instruments	20	1.1	1.9
Corporation tax		—	1.7
		240.5	259.0
Total assets		1,076.1	1,114.1
Liabilities
Current liabilities
Trade and other payables	17	132.1	127.5
Corporation tax		4.2	—
Lease liabilities	19	5.7	8.0
Provisions	22	6.6	3.0
		148.6	138.5
Non-current liabilities
Lease liabilities	19	29.7	36.7
Interest-bearing loans and borrowings	18	152.8	207.4
Provisions	22	—	5.0
Deferred taxation liabilities	23	83.7	85.2
		266.2	334.3
Total liabilities		414.8	472.8
Net assets		661.3	641.3

		2024	2023
	Notes	£’m	£’m
Equity
Capital and reserves attributable to equity
shareholders of the Parent
Called-up share capital	24	63.2	63.2
Share premium account	24	200.0	200.0
Merger reserve	24	141.6	141.6
Own shares		(1.7)	(1.5)
Capital redemption reserve		75.4	75.4
Consolidation reserve		(213.1)	(213.1)
Hedging reserve		1.5	2.1
Foreign exchange reserve		0.7	0.5
Retained earnings		393.7	373.1
Total equity		661.3	641.3

Approved at a Directors’ meeting on 17 March 2025.

On behalf of the Board:

Matt Pullen Justin Lockwood

Chief Executive Chief Financial Officer

The Notes on pages 126 to 151 form part of these Consolidated Financial Statements.

Consolidated Balance Sheet

at 31 December 2024

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 122

		2024	2023
	Notes	£’m	£’m
Profit for the financial year		31.0	18.4
Income tax expense	7	8.4	3.8
Profit before tax		39.4	22.2
Adjustments for:
Depreciation of property, plant and equipment	12	22.1	21.4
Asset impairments		—	7.3
Depreciation of right-of-use assets	13	7.3	9.8
Amortisation	11	12.1	12.1
Gain on disposal of subsidiaries		—	(0.6)
Gain on sale of property, plant and equipment		(1.9)	(1.4)
Equity settled share-based payments		1.1	2.8
Net financial expenses	6	14.5	18.8
Operating cash flow before changes in working capital		94.6	92.4
Decrease in trade and other receivables		13.8	25.8
(Increase)/decrease in inventories		(13.1)	10.1
Increase/(decrease) in trade and other payables		2.0	(23.7)
Cash generated from operations		97.3	104.6
Financial expenses paid		(11.7)	(16.5)
Income tax paid		(8.8)	(10.4)
Net cash flow from operating activities		76.8	77.7
Cash flows from investing activities
Proceeds from sale of property, plant and equipment		4.4	6.9
Financial income received		—	0.1
Acquisition of subsidiary undertaking		(2.6)	(3.0)
Acquisition of property, plant and equipment		(9.2)	(18.3)
Acquisition of intangible assets		(2.4)	(2.5)
Cash outflow on disposal of subsidiaries		—	(1.4)
Net cash flow from investing activities		(9.8)	(18.2)

Consolidated Cash Flow Statement

for the year ended 31 December 2024

		2024	2023
	Notes	£’m	£’m
Cash flows from financing activities
Payments to acquire own shares		(1.4)	(0.3)
Repayment of borrowings		(80.0)	(84.4)
Drawdown of borrowings		25.0	44.8
Cash payment for the principal portion of lease
liabilities		(5.3)	(9.6)
Equity dividends paid		(21.0)	(31.6)
Net cash flow from financing activities		(82.7)	(81.1)
Net decrease in cash and cash equivalents		(15.7)	(21.6)
Cash and cash equivalents at the beginning of the year		34.5	56.3
Effect of exchange rate fluctuations		0.1	(0.2)
Cash and cash equivalents at the end of the year		18.9	34.5

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 123

Consolidated Statement of Changes in Equity

for the year ended 31 December 2024

							Attributable to equity holders of the Company
		Share			Capital			Foreign
	Share	premium	Merger	Own	redemption	Consolidation	Hedging	exchange	Retained	Total
	capital	account	reserve	shares	reserve	reserve	reserve	reserve	earnings	equity
	£’m	£’m	£’m	£’m	£’m	£’m	£’m	£’m	£’m	£’m
Current year
At 1 January 2024	63.2	200.0	141.6	(1.5)	75.4	(213.1)	2.1	0.5	373.1	641.3
Total comprehensive income for the year
Profit for the financial year	—	—	—	—	—	—	—	—	31.0	31.0
Other comprehensive income/(expense)
Foreign currency translation differences	—	—	—	—	—	—	—	0.2	—	0.2
Reclassification on sale of subsidiary	—	—	—	—	—	—	—	—	—	—
Effective portion of changes in fair value of cash flow hedges	—	—	—	—	—	—	1.6	—	—	1.6
Net change in fair value of cash flow hedges transferred to the Income Statement	—	—	—	—	—	—	(2.4)	—	—	(2.4)
Deferred tax arising	—	—	—	—	—	—	0.2	—	—	0.2
Defined benefit plan actuarial loss	—	—	—	—	—	—	—	—	13.4	13.4
Deferred tax arising	—	—	—	—	—	—	—	—	(3.4)	(3.4)
Total other comprehensive (expense)/income	—	—	—	—	—	—	(0.6)	0.2	10.0	9.6
Total comprehensive (expense)/income for the year	—	—	—	—	—	—	(0.6)	0.2	41.0	40.6
Share-based payments	—	—	—	—	—	—	—	—	1.8	1.8
Deferred tax on share-based payments	—	—	—	—	—	—	—	—	—	—
Corporation tax on share-based payments	—	—	—	—	—	—	—	—	—	—
Dividends to equity shareholders	—	—	—	—	—	—	—	—	(21.0)	(21.0)
Purchase of own shares	—	—	—	(1.4)	—	—	—	—	—	(1.4)
Own shares issued under share scheme	—	—	—	1.2	—	—	—	—	(1.2)	—
Total contributions by and distributions to owners	—	—	—	(0.2)	—	—	—	—	(20.4)	(20.6)
At 31 December 2024	63.2	200.0	141.6	(1.7)	75.4	(213.1)	1.5	0.7	393.7	661.3

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 124

Consolidated Statement of Changes in Equity continued

for the year ended 31 December 2023

							Attributable to equity holders of the Company
		Share			Capital			Foreign			Non-
	Share	premium	Merger	Own	redemption	Consolidation	Hedging	exchange	Retained		controlling	Total
	capital	account	reserve	shares	reserve	reserve	reserve	reserve	earnings	Total	interests	equity
	£’m	£’m	£’m	£’m	£’m	£’m	£’m	£’m	£’m	£’m	£’m	£’m
Current year
At 1 January 2023	63.2	200.0	141.6	(1.3)	75.4	(213.1)	3.0	0.3	391.2	660.3	0.8	661.1
Total comprehensive income/(expense) for the year
Profit for the financial year	—	—	—	—	—	—	—	—	18.6	18.6	(0.2)	18.4
Other comprehensive (expense)/income
Foreign currency translation differences	—	—	—	—	—	—	—	(0.1)	—	(0.1)	—	(0.1)
Reclassification on sale of subsidiary	—	—	—	—	—	—	—	0.3	(0.3)	—	(0.6)	(0.6)
Effective portion of changes in fair value of cash flow hedges	—	—	—	—	—	—	(0.6)	—	—	(0.6)	—	(0.6)
Net change in fair value of cash flow hedges transferred to the Income
Statement	—	—	—	—	—	—	(1.1)	—	—	(1.1)	—	(1.1)
Deferred tax arising	—	—	—	—	—	—	0.8	—	—	0.8	—	0.8
Defined benefit plan actuarial loss	—	—	—	—	—	—	—	—	(9.8)	(9.8)	—	(9.8)
Deferred tax arising	—	—	—	—	—	—	—	—	2.4	2.4	—	2.4
Total other comprehensive (expense)/income	—	—	—	—	—	—	(0.9)	0.2	(7.7)	(8.4)	(0.6)	(9.0)
Total comprehensive (expense)/income for the year	—	—	—	—	—	—	(0.9)	0.2	10.9	10.2	(0.8)	9.4
Share-based payments	—	—	—	—	—	—	—	—	2.8	2.8	—	2.8
Deferred tax on share-based payments	—	—	—	—	—	—	—	—	(0.1)	(0.1)	—	(0.1)
Corporation tax on share-based payments	—	—	—	—	—	—	—	—	—	—	—	—
Dividends to equity shareholders	—	—	—	—	—	—	—	—	(31.6)	(31.6)	—	(31.6)
Purchase of own shares	—	—	—	(0.3)	—	—	—	—	—	(0.3)	—	(0.3)
Own shares issued under share scheme	—	—	—	0.1	—	—	—	—	(0.1)	—	—	—
Total contributions by and distributions to owners	—	—	—	(0.2)	—	—	—	—	(29.0)	(29.2)	—	(29.2)
At 31 December 2023	63.2	200.0	141.6	(1.5)	75.4	(213.1)	2.1	0.5	373.1	641.3	—	641.3

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 125

1 Accounting policies

Significant accounting policies

General information

Marshalls plc (the “Company”) is a public company limited by shares, incorporated in the United Kingdom

under the Companies Act 2006, and is registered in England and Wales. The Consolidated Financial

Statements of the Company for the year ended 31 December 2024 comprise the Company and its

subsidiaries (together referred to as the “Group”).

The Consolidated Financial Statements were authorised for issue by the Directors on 17 March 2025.

The Company’s registered address is Landscape House, Premier Way, Lowfields Business Park,

Elland HX5 9HT .

The Group’s business activities, together with the factors likely to affect its future development, performance

and position, are set out in the Strategic Report on pages 1 to 65. The financial position of the Group, its

cash flows, liquidity position and borrowing facilities are also set out in the Strategic Report. In addition,

Note 20 includes the Group’s policies and procedures for managing its capital; its financial risk management

objectives; details of its financial instruments; and its exposures to credit risk and liquidity risk.

Basis of preparation

The Group Consolidated Financial Statements have been prepared and approved by the Directors in

accordance with UK adopted International Accounting Standards and International Financial Reporting

Standards (“IFRSs”) as issued by the International Accounting Standards Board (“IASB”). The Parent

Company has elected to prepare its Financial Statements in accordance with FRS 101 “Reduced Disclosure

Framework” and these are presented on pages 152 to 159 .

The Consolidated Financial Statements are prepared on the historical cost basis except that the following

assets and liabilities are stated at their fair value: employee benefits, derivative financial instruments and

liabilities for cash settled share-based payments. The Consolidated Financial Statements are presented in

Sterling, rounded to the nearest million. Sterling is the currency of the primary economic environment in

which the Group operates. The material accounting policies, which have been applied consistently, are set

out later in the section.

Going concern

In assessing the appropriateness of adopting the going concern basis in the preparation of the Annual

Report, the Board has considered the Group’s financial forecasts and its principal risks for a period of at

least twelve months from the date of this report. The forecasts included projected profit and loss, balance

sheet, cash flows, headroom against debt facilities and covenant compliance. The financial forecasts have

been stress tested in downside scenarios to assess the impact on future profitability, cash flows, funding

requirements and covenant compliance. The scenarios comprise a more severe economic downturn (which

represents the Group’s most significant risk) than that included in the base case forecast, and a reverse

stress test on our financial forecasts to assess the extent to which an economic downturn would need to

impact on revenues in order to breach a covenant. This showed that revenue would need to deteriorate

significantly from the financial forecast and the Directors have a reasonable expectation that it is unlikely to

deteriorate to this extent.

Details of the Group’s funding position are set out in Note 20. The Group has a syndicated bank facilities

of £315 million that principally matures in April 2027, having repaid £55 million of the original £370 million

facility during 2024. At 31 December 2024, £160 million of the facility was undrawn (2023: £160 million

undrawn). There are two financial covenants in the bank facility that are tested on a semi-annual basis and

the Group maintains good cover against these with pre-IFRS 16 net debt to EBITDA of 1.5 times (covenant

maximum of three times) and interest cover of 6.1 times (covenant minimum of three times).

Taking these factors into account, the Board has the reasonable expectation that the Group has adequate

resources to continue in operation for the foreseeable future (a period of at least twelve months) and for this

reason, the Board has adopted the going concern basis in preparing this Annual Report.

This report has been prepared based on the accounting policies detailed in the Group’s financial statements

for the year ended 31 December 2024 and is consistent with the policies applied in the previous year, except

for the following new standards which were effective for an accounting period that begins on or after 1

January 2024. The new standards which are effective during the year (and have not had any material impact

on the disclosures or on the amounts reported in these financial statements) are:

• Amendments to IAS 7 – “Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures titled

Supplier Finance Arrangements”

• Amendments to IAS 1 – “Classification of liabilities as current or non-current”

• Amendments to IAS 1 – “Non-current liabilities with covenants”

• Amendments to IFRS 16 – “Lease liability in a sale and leaseback”

At the date of authorisation of these Consolidated Financial Statements, the Group has not applied the

following new and revised IFRSs that have been issued but are not yet effective:

• Amendments to IAS 21 – “ Lack of exchangeability”

• IFRS 18 – “Presentation and disclosures in financial statements”

• IFRS 19 – “Subsidiaries without public accountability: disclosures”

The Directors do not expect that the adoption of the standards listed above will have a material impact on

the Consolidated Financial Statements of the Group in future periods.

Alternative performance measures and adjusting items

The Group uses alternative performance measures (“APMs”) which are not defined or specified under IFRSs.

The Group believes that these APMs, which are not considered to be a substitute for IFRS measures, provide

additional helpful information. APMs are consistent with how business performance is planned, reported

and assessed internally by management and the Board and provide additional comparative information.

A glossary setting out the APMs that the Board uses, how they are used, an explanation of how they are

calculated, and a reconciliation of the APMs to the statutory results, where relevant, is set out in Note 31.

Adjusting items are items that are unusual because of their size, nature or incidence and which the Directors

consider should be disclosed separately to enable a full understanding of the Group’s results and to

demonstrate the Group’s capacity to deliver dividends to shareholders. Details of the adjusting items are

disclosed in Note 4 and Note 31.

Notes to the Consolidated Financial Statements

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 126

1 Accounting policies continued

Critical accounting judgements and key sources of estimation uncertainty

The preparation of Consolidated Financial Statements requires the Group to make estimates and

judgements that affect the application of policies and reported accounts. Critical judgements represent key

decisions made by the Board in the application of the Group accounting policies. Where a significant risk of

materially different outcomes exists due to the Board’s assumptions or sources of estimation uncertainty,

this will represent a critical accounting estimate. Estimates and judgements are continually evaluated

and are based on historical experience and other factors, including expectations of future events that are

believed to be reasonable under the circumstances. Actual results may differ from these estimates. The

estimates and judgements which have a significant risk of causing a material adjustment to the carrying

amounts of assets and liabilities are discussed below.

Critical accounting judgement

The following critical accounting judgement has been made in the preparation of the Consolidated Financial

Statements:

• As noted, adjusting items have been highlighted separately due to their size, nature or incidence to provide

a full understanding of the Group’s results and to demonstrate the Group’s capacity to deliver dividends

to shareholders. The determination of whether items merit treatment as an adjusting item is a matter of

judgement. Note 4 sets out details of the adjusting items

Sources of estimation uncertainty

The Directors consider the following to be key sources of estimation uncertainty:

• In arriving at the accounting value of the Group’s defined benefit pension scheme, key assumptions have

to be made in respect of factors including discount rates and inflation rates. These are determined on

the basis of advice received from a qualified actuary. These estimates may be different to the actual

outcomes. See further information in Note 21

• The carrying value of goodwill is reviewed on an annual basis in accordance with IAS 36. This review

requires the use of cash flow projections based on a financial forecast that are discounted at an

appropriate market-based discount rate. The assumption on the market-based discount rate is

determined based on the advice of a third-party adviser. The actual cash flows generated by the business

may be different to the estimates included in the forecasts. See further information in Note 10.

• The Group has assessed the impact of climate-related risks on the financial statements, in particular the

impact on the carrying amount of the Group’s property plant and equipment, going concern assessment

forecasts and impairment review forecasts. The Group does not consider there to be a material impact

on its judgements and estimates from the physical and transition climate-related risks. The Directors

will continue to assess the changing nature of the of climate-related risks and impact on the financial

statements in the future.

Material accounting policy information

Basis of consolidation

The Consolidated Financial Statements incorporate the Financial Statements of the Company and the

entities controlled by the Company (its subsidiaries) made up to 31 December each year. Control is achieved

when the Company has power over the investee; is exposed, or has rights, to variable returns from its

involvement with the investee; and has the ability to use its power to affect its returns.

All intra-Group assets and liabilities, equity, income, expenses and cash flows relating to transactions

between Group companies are eliminated on consolidation. The accounting policies of the subsidiaries are

consistent with the accounting policies of the Group.

Notes to the Consolidated Financial Statements continued

Revenue

Revenue from the sale of goods is recognised in the Consolidated Income Statement when the performance

obligations to customers have been satisfied. Revenue represents the invoiced value of sales to customers

less returns, allowances, rebates and value added tax.

Revenue is typically recorded on despatch of the Group’s products, when performance obligations to

customers are satisfied. Products are usually delivered on the same day. Amounts due from customers

are payable by customers on standard credit terms and there is no significant financing component or

variable consideration within amounts due from customers. There are no significant obligations arising

in relation to returns, refunds, warranties or similar obligations. Revenue earned from any contractually

distinct installation process is recognised when the Group has fulfilled all its obligations under the

installation contract.

Segmental reporting

IFRS 8 “Operating Segments” requires operating segments to be identified on the basis of discrete financial

information about components of the Group that are regularly reviewed by the Group’s Chief Operating

Decision Maker (“CODM”) to allocate resources to the segments and to assess their trading performance.

As far as Marshalls is concerned, the CODM is regarded as being the Board. The Group has three reporting

segments: Landscaping Products; Building Products; and Roofing Products.

Share-based payments

The Group enters into equity settled share-based payment transactions with its employees. In particular,

annual awards are made to employees under the Company’s Management Incentive Plan (“MIP”).

The fair value of options granted is recognised as an employee expense with a corresponding increase in

equity. The fair value is measured at grant date and spread over the period during which the employees

become unconditionally entitled to the options. Where appropriate, the fair value of the options granted

is measured using the Black-Scholes option valuation model, considering the terms and conditions upon

which the options 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.

Current tax relief is available as shares vest based on the value at the date of vesting. A deferred tax asset

is recognised at grant date based on the number of shares expected to be issued, at the value at which they

are expected to be issued, proportioned in line with the vesting period.

Financial expenses

Net financial expenses comprise interest on obligations under the defined benefit pension scheme,

the expected return on scheme assets under the defined benefit pension scheme, interest payable on

borrowings calculated using the effective interest rate method, interest expense arising on leases in

accordance with IFRS 16, interest receivable on funds invested, foreign exchange gains and losses and

gains and losses on hedging instruments that are recognised in the Consolidated Income Statement.

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 127

1 Accounting policies continued

Material accounting policy information continued

Foreign currency translation

Transactions in foreign currencies are translated to Sterling at the foreign exchange rate ruling at the date

of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet

date are translated to Sterling at the foreign exchange rate ruling at that date. Foreign exchange differences

arising on translation are recognised in the Consolidated Income Statement. Non-monetary assets and

liabilities that are measured in terms of historical cost in a foreign currency are translated using the

exchange rate at the date of the transaction and are not retranslated.

For the purposes of presenting Consolidated Financial Statements, the assets and liabilities of the Group’s

foreign operations are translated at exchange rates prevailing on the balance sheet date. Income and

expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate

significantly during that period, in which case the exchange rates at the dates of transactions are used.

Exchange differences arising, if any, are recognised in other comprehensive income and accumulated

in a foreign exchange translation reserve (attributed to non-controlling interests as appropriate).

Income tax

Income tax on the profit or loss for the year comprises current and deferred taxation. Income tax is

recognised in the Consolidated Income Statement except to the extent that it relates to items recognised

directly in other comprehensive income or in equity, in which case it is recognised accordingly. Current tax

is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively

enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

Deferred taxation is provided using the balance sheet liability method, providing for temporary differences

between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts

used for taxation purposes. The following temporary differences are not provided for: the initial recognition

of goodwill, the initial recognition of assets or liabilities that affect neither accounting nor taxable profit,

other than in a business combination, and differences relating to investments in subsidiaries to the extent

that they will probably not reverse in the foreseeable future. The amount of deferred taxation provided is

based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities,

using tax rates that are expected to apply when the temporary difference reverses, based on rates that have

been enacted or substantively enacted at the balance sheet date. A deferred taxation 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 taxation assets are reduced to the extent that it is no longer probable that the related

tax benefit will be realised.

Property, plant and equipment

Property, plant and equipment is stated at cost less accumulated depreciation and accumulated impairment

losses, if any. Cost comprises the aggregate amount paid and the fair value of any other consideration

given to acquire the asset and includes costs directly attributable to making the asset capable of operating

as intended (including appropriate elements of internal costs). Where parts of an item of property, plant

and equipment have different useful lives, they are accounted for as separate items of property, plant and

equipment. The Group recognises in the carrying amount of an item of property, plant and equipment the

cost of replacing part of such an item when that cost is incurred if it is probable that the future economic

benefits embodied within the item will flow to the Group and the cost of the item can be measured reliably.

All other costs are recognised in the Consolidated Income Statement as an expense as incurred.

Depreciation is charged to the Consolidated Income Statement on a straight line basis over the estimated

useful lives of each part of an item of property, plant and equipment as follows:

Freehold buildings 20 to 40 years

Fixed plant and equipment 4 to 30 years

Mobile plant and equipment 3 to 7 years

Quarries are based on the rate of extraction.

Freehold land is not depreciated. The residual values, useful economic lives and depreciation methods are

reassessed annually. Estimated costs associated with the restoration of quarries are charged in accordance

with IAS 37 when costs can be measured with an appropriate degree of precision.

Right-of-use assets and leases

IFRS 16 distinguishes leases and service contracts on the basis of whether an identified asset is controlled

by a customer. A right-of-use asset and a corresponding liability are recognised for all leases except for

short-term leases and leases of low-value assets. The right-of-use asset is initially measured at cost and

subsequently measured at cost less accumulated depreciation and impairment losses, adjusted for any

remeasurement of the lease liability. Right-of-use assets are depreciated on a straight line basis over the

duration of the lease, which, excluding property leases, is typically between four and eight years. The Group’s

leases principally comprise commercial vehicles, forklift trucks, motor vehicles, certain property assets and

fixed plant.

The lease liability is initially measured at the present value of the lease payments that are not paid at that

date. Subsequently, the lease liability is adjusted for interest and lease payments, as well as for the impact

of lease modifications, amongst others. Lease liabilities are discounted at an incremental borrowing rate

calculated as the rate of interest which the Group would have been able to borrow for a similar term with a

similar security of funds necessary to obtain a similar asset in a similar market.

Short-term leases, with a duration of less than twelve months, are accounted for in accordance with the

recognition exemption in IFRS 16 and hence related payments are expensed as incurred. The Group also

utilises the option to apply the recognition exemption for low-value assets (with a value of less than the

equivalent of £5,000), which means that related payments have been expensed as incurred.

Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the identifiable net assets

of the acquired subsidiary at the date of acquisition. Goodwill is recognised initially as an asset at cost,

allocated to cash generating units, and is measured subsequently at cost less impairment losses.

Goodwill is not amortised but is tested for impairment at least annually and whenever there is an indication

that the asset may be impaired. Impairment is tested by comparing the recoverable amount of the CGU with

the carrying value of certain net assets of the CGUs with any impairment charge being allocated initially to

goodwill. The recoverable amount of assets of CGUs is the greater of their fair value less costs to sell and

value in use. In assessing value in use, the estimated future cash flows are discounted to their present value

using a pre-tax discount rate that reflects current market assessments of the time value of money and the

risks specific to the asset. Any impairment arising is recognised immediately in the Income Statement and

subsequent reversals of impairment losses for goodwill are not recognised. Details of the December 2024

impairment review are set out in Note 10.

Notes to the Consolidated Financial Statements continued

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 128

1 Accounting policies continued

Material accounting policy information continued

Intangible assets

Intangible assets acquired separately are initially measured at cost. Intangible assets arising on business

combinations are initially measured at fair value. Following initial recognition, intangible assets are carried at cost

or fair value less accumulated amortisation and accumulated impairment losses, if any. Internally generated

intangible assets, excluding software development and capitalised development costs, are not capitalised and

expenditure is reflected in the Income Statement in the year in which the expenditure is incurred.

All current intangible assets have finite lives and are amortised on a straight line basis over their expected useful

lives and are assessed for impairment whenever there is an indication that the intangible asset may be impaired.

Amortisation of intangible assets is provided over the following expected useful economic lives: brand names 20

to 25 years; customer and supplier relationships 5 to 20 years; patents, trademarks and know-how 2 to 20 years;

development costs 10 to 20 years; and software 5 to 10 years.

Post-retirement benefits

Any net obligation in respect of the Group’s defined benefit pension scheme is calculated by estimating

the amount of future benefit that employees have earned in return for their service in the current and prior

periods; that benefit is discounted to determine its present value and the fair value of any scheme assets

is deducted. The discount rate is the yield at the balance sheet date on AA credit-rated corporate bonds that

have maturity dates approximating to the terms of the Group’s obligations. The calculation is performed by

a qualified actuary using the projected unit credit method. Net interest is calculated by applying a discount

rate to the net defined benefit liability or asset.

If the calculation results in a surplus, the resulting asset is measured at the present value of any economic

benefits available in the form of refunds from the plan, or reductions in future contributions to the plan.

The present value of these economic benefits is discounted by reference to market yields at the balance

sheet date on high-quality corporate bonds. When the benefits of the scheme are improved, the portion

of the increased benefit relating to past service by employees is recognised as an expense in the Income

Statement in the period of the scheme amendment. Actuarial gains and losses that arise in calculating

the Group’s obligation in respect of a plan are recognised immediately within the Consolidated Statement

of Comprehensive Income.

Obligations for contributions to defined contribution schemes are recognised as an expense in the Income

Statement as incurred.

Inventories

Inventories are stated at the lower of cost and net realisable value. Net realisable value is the estimated

selling price in the ordinary course of business, less the estimated costs to completion and selling expenses.

The cost of inventories is based on the first-in, first-out principle and includes expenditure incurred in acquiring

the inventories and bringing them to their existing location and condition. In the case of manufactured

inventories and work in progress, cost includes an appropriate share of overheads based on normal operating

capacity, which were incurred in bringing the inventories to their present location and condition.

Trade and other receivables

Trade and other receivables are stated at initial recognition, at their transaction price (as defined in IFRS 15) if the

trade receivables do not contain a significant financial component in accordance with IFRS 15 (or when the entity

applies the practical expedient in accordance with paragraph 63 of IFRS 15). Subsequent to initial recognition

they are accounted for at amortised cost. Trade receivables are stated gross of a provision for expected credit

losses. This provision has been determined using a lifetime expected credit loss calculation.

Notes to the Consolidated Financial Statements continued

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits. 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 Consolidated Cash Flow Statement. For the purposes

of the statement of cash flows, cash and cash equivalents as defined above, net of outstanding bank

overdrafts which are repayable and form an integral part of the Group’s cash management. Such overdrafts

are presented as short-term borrowings in the balance sheet to the extent the Group does not have the right

and intention to settle net.

Assets classified as held for sale

Assets classified as held for sale are measured at the lower of carrying amount and fair value less costs

to sell. Assets are classified as held for sale if their carrying amount will be recovered through a sale

transaction rather than through continuing use. This condition is regarded as met only when the sale is

highly probable and expected to be completed within one year from the date of classification, and the asset

is available for immediate sale in its present condition.

Trade and other payables

Trade and other payables are stated at initial recognition, at their fair value and subsequently at

amortised cost.

Interest-bearing loans and 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 rate method.

Provisions

The amount recognised as a provision is the best estimate of the consideration required to settle the present

obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation.

Where a provision is measured using the cash flows estimate to settle the present obligation, its carrying

amount is the present value of those cash flows (where the effect of the time value of money is material).

Derivative financial instruments

The Group uses derivative financial instruments to hedge its exposure to interest rate, foreign exchange

and fuel pricing risks arising from operational, financing and investment activities. In accordance with its

treasury policy, the Group does not hold or issue derivative financial instruments for speculative purposes.

Derivative financial instruments are recognised at fair value and transaction costs are recognised in

the Income Statement when incurred. The gain or loss on remeasurement to fair value is recognised

immediately in the Consolidated Income Statement. However, where derivatives qualify for hedge

accounting, recognition of any resultant gain or loss depends on the nature of the item being hedged

(see below).

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 129

1 Accounting policies continued

Material accounting policy information continued

Derivative financial instruments continued

Classification and measurement

The classification of financial assets is based both on the business model within which the asset is held

and the contractual cash flow characteristics of the asset. There are three principal classification categories

for financial assets that are debt instruments: (i) amortised cost; (ii) fair value through other comprehensive

income (“FVTOCI”); and (iii) fair value through profit or loss (“FVTPL”). Under IFRS 9, derivatives embedded in

financial assets are not bifurcated but instead the whole hybrid contract is assessed for classification.

Impairment

Credit losses and expected credit losses are recognised in accordance with IFRS 9. The amount of expected

credit losses is updated at each reporting date. The IFRS 9 impairment model has been applied to the

Group’s financial assets that are debt instruments measured at amortised cost or FVTOCI. The Group has

applied the simplified approach to recognise lifetime expected credit losses for its trade receivables, as

required or permitted by IFRS 9.

Hedging

The Group has elected to apply the IFRS 9 hedge accounting requirements because they align more

closely with the Group’s risk management policies. Where a derivative financial instrument is designated

as a hedge of the variability in cash flows of a recognised asset or liability, or a highly probable forecast

transaction, the effective part of any gain or loss on the derivative financial instrument is recognised directly

in the Consolidated Statement of Comprehensive Income. When the forecast transaction subsequently

results in the recognition of a non-financial asset or non-financial liability, the associated cumulative gain

or loss is removed from equity and included in the initial cost or other carrying amount of the non-financial

asset. For cash flow hedges, other than those covered by the preceding policy statement, the associated

cumulative gain or loss is removed from equity and recognised in the Consolidated Income Statement in the

same period or periods during which the hedged forecast transaction affects the income or expense. The

ineffective part of any gain or loss is recognised immediately in the Consolidated Income Statement.

When a hedging instrument expires or is sold, terminated or exercised, or the entity revokes designation of

the hedge relationship, but the hedged forecast transaction is still expected to occur, it no longer meets the

criteria for hedge accounting. The cumulative gain or loss at that point remains in equity and is recognised in

accordance with the above policy when the transaction occurs. If the hedged transaction is no longer expected

to take place, the cumulative unrealised gain or loss recognised in equity is recognised immediately in the

Consolidated Income Statement and cash flow hedge accounting is discontinued prospectively.

Share capital

Marshalls plc has only Ordinary Share capital. These shares, with a nominal value of 25 pence per share, are

classified as equity. Transactions of the Group-sponsored Employee Benefit Trust are included in the Group

Financial Statements. The Trust’s purchases of shares in the Company are debited directly to equity and

disclosed separately in the balance sheet as “own shares”.

The following paragraphs summarise the significant accounting policies of the Group, which have been applied in

dealing with items which are considered material in relation to the Group’s Consolidated Financial Statements.

The Group has applied all accounting standards and interpretations issued by the IASB and International

Financial Reporting Committee relevant to its operations and which are effective in respect of these

Financial Statements.

Impairment

The carrying amounts of the Group’s assets, other than inventories and goodwill, are reviewed at each

balance sheet date to determine whether there is any indication of impairment. If any such indication exists,

the asset’s recoverable amount is estimated. An impairment loss is reversed if there has been a change in

the estimates used to determine the recoverable amount. Any impairment loss is reversed only to the extent

that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net

of depreciation or amortisation, if no impairment loss had been recognised.

2 Segmental analysis

Segment revenues and operating profit

	2024	2023
	£’m	£’m
Revenue
Landscaping Products	268.3	321.5
Building Products	164.6	170.1
Roofing Products	186.3	179.6
Revenue	619.2	671.2
Operating profit
Landscaping Products	10.7	21.3
Building Products	14.1	12.2
Roofing Products	49.4	44.9
Central costs	(7.5)	(7.7)
Adjusted operating profit	66.7	70.7
Adjusting items (see Note 4)	(12.8)	(29.7)
Reported operating profit	53.9	41.0
Net finance charges (Note 6)	(14.5)	(18.8)
Profit before tax	39.4	22.2
Taxation (Note 7)	(8.4)	(3.8)
Profit after tax	31.0	18.4

The Group has two customers which each contributed more than 10 per cent of total revenue in the current

and prior year.

The accounting policies of the three operating segments are the same as the Group’s accounting policies.

Segment profit represents the profit earned without allocation of certain central administration costs that

are not capable of allocation. Centrally administered overhead costs that relate directly to the reportable

segment are included within the segment’s results.

Notes to the Consolidated Financial Statements continued

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 130

2 Segmental analysis continued

Geographical destinations of revenue

The geographical destinations of revenue are the United Kingdom £617.8 million (2023: £662.8 million) and

Rest of the World £1.4 million (2023: £8.4 million).

Segment assets

	2024	2023
	£’m	£’m
Property, plant and equipment, right-of-use assets, intangible assets and inventory:
Landscaping Products	222.6	240.8
Building Products	142.2	142.0
Roofing Products	584.3	587.7
Total segment property, plant and equipment, right-of-use assets, intangible assets and inventory	949.1	970.5
Unallocated assets	127.0	143.6
Consolidated total assets	1,076.1	1,114.1

For the purpose of monitoring segment performance and allocating resources between segments, the

Group’s CODM monitors the property, plant and equipment, right-of-use assets, intangible assets and

inventory. Assets used jointly by reportable segments are not allocated to individual reportable segments.

Other segment information

	Depreciation			Property, plant and equipment, right-of-use
	and amortisation			asset and intangible asset additions
	2024	2023	2024	2023
	£’m	£’m	£’m	£’m
Landscaping Products	17.8	19.5	21.2	23.1
Building Products	8.0	8.0	8.2	4.9
Roofing Products	5.3	5.4	3.8	5.9
	31.1	32.9	33.2	33.9
Included in adjusting items (Note 4)	10.4	10.4	—	—
	41.5	43.3	33.2	33.9

Depreciation and amortisation includes £10.4 million (2023: £10.4 million) of amortisation of intangible

assets arising from the purchase price allocation exercises comprising £0.1 million (2023: £0.1 million)

in Landscaping Products, £1.1 million (2023: £1.1 million) in Building Products and £9.2 million

(2023: £9.2 million) in Roofing Products. The amortisation has been treated as an adjusting item (Note 4).

Impairments of £nil (2023: £7.3 million) within property, plant and equipment comprise £nil (2023: £1.8

million) in Landscaping Products, £nil (2023: £4.3 million) in Building Products and £nil (2023: £1.2 million)

in Roofing Products.

Notes to the Consolidated Financial Statements continued

3 Net operating costs

	2024	2023
	£’m	£’m
Raw materials and consumables	237.5	235.4
Changes in inventories of finished goods and work in progress	(14.4)	12.9
Personnel costs (Note 5)	132.8	160.9
Depreciation of property, plant and equipment	22.1	21.4
Depreciation of right-of-use assets	7.3	9.8
Amortisation of intangible assets	12.1	12.1
Asset impairments	—	7.3
Own work capitalised	(1.3)	(2.5)
Other operating costs	174.0	177.5
Operating costs	570.1	634.8
Other operating income	(2.9)	(2.6)
Net gain on asset and property disposals	(1.9)	(1.4)
Net gain on disposal of subsidiary	—	(0.6)
Net operating costs	565.3	630.2
Adjusting items (Note 4)	(12.8)	(29.7)
Adjusted net operating costs	552.5	600.5

	2024	2023
	£’m	£’m
Net operating costs include:
Auditor’s remuneration (see below)	0.8	0.8
Short-term and low-value lease costs	2.7	7.1
Research and development costs	1.8	3.6

In respect of the year under review, Deloitte LLP carried out work in relation to:

	2024	2023
	£’m	£’m
Audit of Financial Statements of Marshalls plc	0.1	0.1
Audit of Financial Statements of subsidiaries of the Company	0.7	0.7
	0.8	0.8

These fees include a cost of £40,000 associated with Deloitte LLP’s review of the Group’s Half Year Report

(2023: £40,000).

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 131

4 Adjusting items

	2024	2023
	£’m	£’m
Amortisation of intangible assets arising on acquisition (i)	10.4	10.4
Transformation costs (ii)	2.5	—
Contingent consideration (iii)	1.6	1.6
Significant property disposal (iv)	(1.7)	—
Redundancy and similar costs (v)	—	11.3
Impairment of property, plant and equipment (vi)	—	7.0
Disposal of/impairment of assets in the Belgian subsidiary (vii)	—	(0.6)
Adjusting items within operating profit (Note 3)	12.8	29.7
Adjusting items within financial expenses (viii) (Note 6)	—	1.4
Adjusting items before taxation	12.8	31.1
Current tax on adjusting items (Note 7)	(0.7)	(2.7)
Deferred tax on adjusting items (Note 7)	(2.6)	(4.7)
Adjusting items after taxation	9.5	23.7

Notes:

(i) Amortisation of intangible assets arising on acquisitions is principally in respect of values recognised for the Marley brand

and its customer relationships.

(ii) Transformation costs represent costs incurred in respect of the ‘Transform & Grow’ strategy.

(iii) The additional contingent consideration relates to the reassessment of the amounts that will become payable to vendors

arising in relation to Marley’s acquisition of Viridian Solar Limited in 2021.

(iv) The significant property disposal gain arose on the disposal of the Group’s former manufacturing site in Carluke.

(v) Restructuring and similar costs arose during major restructuring exercises conducted when the Group took steps to

reduce manufacturing capacity and the cost base in response to a reduction in market demand.

(vi) The impairment of property, plant and equipment arose in connection with the major restructuring exercise noted above.

(vii) On 14 April 2023, the Group’s interest in the former Belgian subsidiary was sold for a nominal consideration. This

consideration was higher than the net carrying value on this date which resulted in a non-recurring profit of £0.6 million.

(viii) The adjusting item in interest expense of £1.4 million is a non-cash technical accounting charge arising from the

resolution of certain historical benefit issues. An allowance of £6.5 million was included in the net pension scheme

asset at December 2022 and following the resolution of the benefit issues, this has been reduced to £5.5 million. This

net reduction of £1.0 million comprised a profit and loss account charge of £1.4 million arising from the decision by

the Board to not reduce pension payments to certain pensioners who were receiving payments that were too high and

a £2.4 million credit to the Consolidated Statement of Comprehensive Income relating to adjustments to estimates.

Further information on the accounting for the retirement benefit asset is set out in Note 21.

5 Personnel costs

	2024	2023
	£’m	£’m
Personnel costs (including amounts charged in the year in relation to Directors):
Wages and salaries	108.2	122.7
Social security costs	11.7	13.5
Share-based payments	1.8	2.8
Contributions to defined contribution pension scheme	11.1	12.6
Included in net operating costs (Note 3)	132.8	151.6
Personnel costs relating to redundancy and other costs (Note 3)	—	9.3
Total personnel costs	132.8	160.9

	2024	2023
	£’m	£’m
Remuneration of Directors:
Salary	1.5	1.5
Other benefits	0.1	0.1
MIP Element A bonus	0.7	0.3
MIP Element B bonus	0.4	0.1
Amounts receivable under the MIP at the end of cycle 3	0.5	0.7
Salary supplement in lieu of pension	0.1	0.1
Non-Executive Directors’ fees and fixed allowances	0.5	0.5
	3.8	3.3

The aggregate of emoluments and amounts receivable under the Management Incentive Plan (“MIP”) of the

highest-paid Director was £0.4 million (2023: £0.1 million), including a salary supplement in lieu of pension

of £nil (2023: £nil).

There are no Directors to whom retirement benefits are accruing in respect of qualifying services. As set

out in the Annual Remuneration Report on page 99, the Executive Directors receive a salary supplement

in lieu of pension equal to their contractual entitlements.

Further details of Directors’ remuneration, share options, Long-term Incentive Plans (“LTIPs”) and pension

entitlements are disclosed in the Remuneration Committee Report on pages 93 to 108.

The average monthly number of persons employed by the Group during the year was:

	2024	2023
	Number	Number
Continuing operations
Landscaping products	1,213	1,556
Building products	621	636
Roofing products	526	542
Plc	121	200
	2,481	2,934

Notes to the Consolidated Financial Statements continued

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 132

6 Financial expenses and income

	2024	2023
	£’m	£’m
(a) Financial expenses
Interest expense on bank loans	12.5	14.7
Interest expense on lease liabilities	1.7	2.5
Net interest expense on defined benefit pension scheme	0.3	0.2
(b) Adjusting items	14.5	17.4
Adjusting interest expense on defined benefit pension scheme (Note 4)	—	1.4
(c) Financial income
Interest receivable and similar income	—	(0.1)
Net financial expenses	14.5	18.8

Net interest expense on the defined benefit pension scheme is disclosed net of Company recharges for

scheme administration (Note 21).

7 Income tax expense

	2024	2023
	£’m	£’m
Current tax expense
Current year	13.7	8.8
Adjustments for prior years	—	(1.4)
Deferred taxation expense	13.7	7.4
Origination and reversal of temporary differences:
Current year	(4.0)	(3.0)
Adjustments for prior years	(1.3)	(0.6)
Total tax expense	8.4	3.8
Current tax on adjusting items (Note 4)	0.7	2.7
Deferred tax on adjusting items (Note 4)	2.6	4.7
Total adjusted tax expense	11.7	11.2

Notes to the Consolidated Financial Statements continued

	2024	2024	2023	2023
	%	£’m	%	£’m
Reconciliation of effective tax rate
Profit before tax	100.0	39.4	100.0	22.2
Tax using domestic corporation
tax rate	25.0	9.9	23.5	5.2
Impact of capital allowances in excess of depreciation	1.5	0.6	10.4	2.3
Non-taxable income	(1.2)	(0.5)	—	—
Short-term timing differences	2.1	0.8	2.7	0.6
Adjustment to tax charge in prior year	—	—	(6.3)	(1.4)
Expenses not deductible for tax purposes	7.4	2.9	3.1	0.7
Corporation tax charge for the year	34.8	13.7	33.4	7.4
Impact of capital allowances in excess of depreciation	(1.5)	(0.6)	0.9	0.2
Impact of intangible amortisation	(7.2)	(2.8)	(11.3)	(2.5)
Short-term timing differences	(1.2)	(0.5)	(0.5)	(0.1)
Pension scheme movements	(0.2)	(0.1)	(1.8)	(0.4)
Adjustment to tax charge in prior year	(3.4)	(1.3)	(2.7)	(0.6)
Impact of the change in the rate of corporation tax on deferred taxation	—	—	(0.9)	(0.2)
Total tax charge for the year	21.3	8.4	17.1	3.8

The net amount of deferred taxation credited to the Consolidated Statement of Comprehensive Income

in the year was £3.2 million (2023: debited £3.2 million).

The majority of the Group’s profits are earned in the UK which has a corporation tax of 25.0 per cent for the

year to 31 December 2024.

The adjustment to the tax charge in the prior year under deferred tax arises from a cautious view of

capital allowances claimable. The corresponding amount in the CT charge is offset by patent box and R&D

claims made.

The Group operates in the United Kingdom and the Netherlands which have enacted new legislation to

implement the global minimum top-up tax. The Group does not expect to be subject to the top-up tax in

relation to its operations in these jurisdictions as both the statutory tax rates and adjusted effective tax

rates are expected to continue to be above 15 per cent. The newly enacted legislation was effective from 1

January 2024 but there is no current tax impact for the year ended 31 December 2024.

The Group has applied a temporary mandatory relief from deferred tax accounting for the impacts of the

top-up tax and will account for it as current tax when it is incurred. If top-up tax had applied in 2024 the

Group would not expect that any top-up tax would have arisen.

Rest of the World revenues, profits, net assets and headcount amount to less than 5 per cent of the

consolidated group total for each category.

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 133

8 Earnings per share

Basic earnings per share from total operations of 12.3 pence (2023: 7.4 pence) per share is calculated

by dividing the profit attributable to Ordinary Shareholders for the financial year, after adjusting for non-

controlling interests, of £31.0 million (2023: £18.6 million) by the weighted average number of shares in

issue during the period of 252,807,833 (2023: 252,824,077).

Basic earnings per share after adding back adjusting items of 16.0 pence (2023: 16.7 pence) per share is

calculated by dividing the adjusted profit attributable to Ordinary Shareholders for the financial year, after

adjusting for non-controlling interests, of £40.5 million (2023: £42.3 million) by the weighted average number

of shares in issue during the period of 252,807,833 (2023: 252,824,077).

Profit attributable to Ordinary Shareholders

	2024	2023
	£’m	£’m
Profit before adding back adjusting items	40.5	42.1
Adjusting items	(9.5)	(23.7)
Profit for the financial year	31.0	18.4
Profit attributable to non-controlling interests	—	0.2
Profit attributable to Ordinary Shareholders	31.0	18.6

Weighted average number of Ordinary Shares

	2024	2023
	Number	Number
Number of issued Ordinary Shares	252,968,728	252,968,728
Effect of shares transferred into Employee Benefit Trust	(160,895)	(144,651)
Weighted average number of Ordinary Shares at the end of the year	252,807,833	252,824,077

Diluted earnings per share from total operations of 12.2 pence (2023: 7.3 pence) per share is calculated

by dividing the profit for the financial year, after adjusting for non-controlling interests, of £31.0 million

(2023: £18.6 million) by the weighted average number of shares in issue during the period of 252,807,833

(2023: 252,824,077) plus potentially dilutive shares of 999,738 (2023: 1,026,468), which totals 253,807,571

(2023: 253,850,545).

Diluted earnings per share after adding back adjusting items of 16.0 pence (2023: 16.7 pence) per share is

calculated by dividing the adjusted profit for the financial year, after adjusting for non-controlling interests, of

£40.5 million (2023: £42.3 million) by the weighted average number of shares in issue during the period of

252,807,833 (2023: 252,824,077) plus potentially dilutive shares of 999,738 (2023: 1,026,468), which totals

253,807,571 (2023: 253,850,545).

Weighted average number of Ordinary Shares (diluted)

	2024	2023
	Number	Number
Weighted average number of Ordinary Shares	252,807,833	252,824,077
Potentially dilutive shares	999,738	1,026,468
Weighted average number of Ordinary Shares (diluted)	253,807,571	253,850,545

9 Dividends

After the balance sheet date, a final dividend of 5.4 pence was proposed by the Directors. This dividend has

not been provided for and there are no income tax consequences.

	Pence per	2024	2023
	qualifying share	£’m	£’m
2024 final	5.4	13.7
2024 interim	2.6	6.6
	8.0	20.3
2023 final	5.7		14.4
2023 interim	2.6		6.6
	8.3		21.0

The following dividends were approved by the shareholders and recognised in the Financial Statements:

	Pence per	2024	2023
	qualifying share	£’m	£’m
2024 interim	2.6	6.6
2023 final	5.7	14.4
	8.3	21.0
2023 interim	2.6		6.6
2022 final	9.9		25.0
	12.5		31.6

The Board recommends a dividend for 2024 of 5.4 pence per qualifying Ordinary Share amounting to £13.7

million, to be paid on 1 July 2025 to shareholders registered at the close of business on 6 June 2025. The

shares will be marked ex-dividend on 5 June 2025.

Notes to the Consolidated Financial Statements continued

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 134

10 Goodwill

	Goodwill
	£’m
Cost
At 1 January 2023	331.5
Recognised on acquisition of subsidiary	1.8
At 31 December 2023	333.3
At 1 January 2024	333.3
Recognised on acquisition of subsidiary	—
At 31 December 2024	333.3
Amortisation and impairment losses
At 1 January and 31 December 2023	8.9
At 1 January and 31 December 2024	8.9
Carrying amounts
At 1 January 2023	322.6
At 31 December 2023	324.4
At 31 December 2024	324.4

All goodwill has arisen from business combinations. The carrying amount of goodwill is allocated across

cash generating units (“CGUs”) which represent the lowest level within the Group at which the associated

goodwill is monitored for management purposes and is consistent with the operating segments set out in

Note 2. The Group has three material CGUs: Landscaping Products, Building Products and Roofing Products.

The carrying amount of goodwill has been allocated to CGUs as follows:

	2024	2023
	£’m	£’m
Landscaping Products	34.8	34.8
Building Products	43.7	43.7
Roofing Products	245.9	245.9
	324.4	324.4

Building Products and Landscaping Products

The recoverable amounts of the Building Products and Landscaping Products segments as cash-generating

units are determined based on value in use calculations which use cash flow projections based on financial

budgets approved by the directors covering a five-year period and a post-tax discount rate of 10.0 per

cent per annum (2023: 10.4 per cent per annum). Cash flows beyond that five-year period have been

extrapolated using a 2.4 per cent (2024: 2.4 per cent) per annum growth rate. This growth rate reflects the

long-term structural growth in demand for the segment’s products.

Notes to the Consolidated Financial Statements continued

Roofing Products

The recoverable amount of the Roofing Products segment as a cash-generating unit is determined

based on a value in use calculation which uses cash flow projections based on financial budgets

approved by the directors covering a five-year period and a post-tax discount rate of 10 per cent per annum

(2023: 10.4 per cent per annum). Cash flows beyond that five-year period have been extrapolated using

a 2.4 per cent (2023: 2.4 per cent) per annum growth rate. This growth rate reflects expectations of the long-

term structural growth in demand for the segment’s products.

The compound annual growth rate (‘CAGR’) assumed within the Roofing Products CGU five-year forecast

is 9.1 per cent which reflects industry consensus with respect to the future recovery in the construction

materials market together with management’s expectations of future growth in residential solar PV as

a consequence of amendments made to building regulations in England and Wales.

Sensitivity analysis

The Group has conducted an analysis of the sensitivity of the impairment test to changes in the key

assumptions used to determine the recoverable amount for each of the group of CGUs to which goodwill

is allocated. The Directors believe that any reasonably possible change in the key assumptions on which the

recoverable amounts of Building Products CGU are based would not cause the aggregate carrying amounts

to exceed the aggregate recoverable amounts.

At the end of the financial year, the recoverable amount of the Roofing Products CGU exceeds the

carrying amount by £77 million, which is lower than the other CGUs given the recency of the acquisition,

and consequently the impairment review is more sensitive to changes in assumptions. The CAGR in the

Roofing Products CGU is particularly sensitive to future political and regulatory decisions and the industry’s

interpretation of the most effective solution to building regulation requirements regarding the use of roof-

integrated solar in new homes. These factors could affect growth rates within the residential solar PV

market and may have a corresponding impact on profit margins. Changes in regulations regarding both the

UK’s ambitions for the energy efficiency of residential properties and the specificity on how they should be

achieved represent reasonably possible downside risks that could give rise to a future impairment charge.

A CAGR of six per cent would reduce the headroom in the Roofing Products CGU to £nil.

The impairment review is also sensitive to changes in discount rate with an increase of 100 basis points in

the post-tax rate required to reduce headroom in the Roofing Products CGU to £nil, giving a breakeven point

for the post-tax rate of 11.0 per cent. A reduction in the long-term market growth rate to 0.9 per cent would

eliminate the headroom of the Roofing Product CGU.

At the end of 2024, the recoverable amount in the Landscaping Products CGU was £145 million higher

than the carrying amount. The Board expects a significant improvement in the performance of the

Landscaping Products reporting segment as a result of the comprehensive performance improvement

plan that was implemented from June 2024, the details of which are set out elsewhere in this report, and

the market consensus growth forecasts for the sector. The combination of both of these assumptions is

included within the value in use of the Landscaping Products CGU and given the subjective nature of these

assumptions it is reasonably possible that both will not occur as the Directors forecast. However, it would

require a reduction of around one-third of forecast cash flows before the value in use of the CGU exceeded

the recoverable amount.

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 135

11 Intangible assets

				Patents,
				trademarks
		Customer	Supplier	and	Development
	Brand	relationships	relationships	know-how	costs	Software	Total
	£’m	£’m	£’m	£’m	£’m	£’m	£’m
Cost
At 1 January 2023	82.8	158.2	1.6	1.7	0.7	25.9	270.9
Additions	—	—	—	—	—	2.5	2.5
At 31 December 2023	82.8	158.2	1.6	1.7	0.7	28.4	273.4
At 1 January 2024	82.8	158.2	1.6	1.7	0.7	28.4	273.4
Additions	—	—	—	—	—	2.4	2.4
At 31 December 2024	82.8	158.2	1.6	1.7	0.7	30.8	275.8
Amortisation and impairment losses
At 1 January 2023	2.4	11.0	1.4	1.6	0.5	16.9	33.8
Amortisation for the year	2.4	7.9	0.1	—	0.1	1.6	12.1
At 31 December 2023	4.8	18.9	1.5	1.6	0.6	18.5	45.9
At 1 January 2024	4.8	18.9	1.5	1.6	0.6	18.5	45.9
Amortisation for the year	2.4	7.9	0.1	—	0.1	1.6	12.1
At 31 December 2024	7.2	26.8	1.6	1.6	0.7	20.1	58.0
Net book value
At 31 December 2023	78.0	139.3	0.1	0.1	0.1	9.9	227.5
At 31 December 2024	75.6	131.4	—	0.1	—	10.7	217.8

Included in software additions is £1.0 million (2023: £1.6 million) of own work capitalised.

Group cost of software includes £1.9 million (2023: £4.0 million) in respect of assets in the course

of construction.

There is no capital expenditure that has been contracted for, but for which no provision has been made

in the Consolidated Financial Statements.

Amortisation charge

The amortisation charge is recognised in the following line item in the Consolidated Income Statement:

	2024	2023
	£’m	£’m
Net operating costs (Note 3)	12.1	12.1

12 Property, plant and equipment

	Land and		Plant, machinery
	buildings	Quarries	and vehicles	Total
	£’m	£’m	£’m	£’m
Cost
At 1 January 2023	158.6	26.2	441.3	626.1
Additions	0.4	—	16.1	16.5
Reclassified as held for sale	(3.7)	(0.7)	(9.0)	(13.4)
Disposals	(1.9)	(0.7)	(7.5)	(10.1)
At 31 December 2023	153.4	24.8	440.9	619.1
At 1 January 2024	153.4	24.8	440.9	619.1
Additions	0.6	—	8.6	9.2
Reclassifications	1.6	(1.5)	(0.1)	—
Reclassified as held for sale	(0.7)	(0.1)	—	(0.8)
Disposals	(0.9)	(3.9)	(7.2)	(12.0)
At 31 December 2024	154.0	19.3	442.2	615.5
Depreciation and impairment losses
At 1 January 2023	46.3	10.3	303.0	359.6
Depreciation charge for the year	3.0	0.4	18.0	21.4
Reclassified as held for sale	(1.8)	(0.2)	(9.0)	(11.0)
Impairments	—	2.3	5.0	7.3
Disposals	(0.2)	—	(7.4)	(7.6)
At 31 December 2023	47.3	12.8	309.6	369.7
At 1 January 2024	47.3	12.8	309.6	369.7
Depreciation charge for the year	2.8	0.5	18.8	22.1
Reclassified as held for sale	(0.1)	—	—	(0.1)
Reclassifications	1.4	(1.4)	—	—
Disposals	(1.0)	(3.5)	(6.5)	(11.0)
At 31 December 2024	50.4	8.4	321.9	380.7
Net book value
At 31 December 2023	106.1	12.0	131.3	249.4
At 31 December 2024	103.6	10.9	120.3	234.8

Mineral reserves and associated land have been separately disclosed under the heading of “Quarries”.

Notes to the Consolidated Financial Statements continued

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 136

12 Property, plant and equipment continued

The impairments in 2023, totalling £7.3 million, represent the assets being written down to recoverable

value by £7.0 million in relation to major restructuring exercises when the Group took steps to reduce

manufacturing capacity and the cost base in response to a reduction in market demand, along with

£0.3 million of other impairments to land and buildings as part of a review prior to sale.

During the year ended 31 December 2024, property, plant and equipment with a book value of £0.7 million

(2023: £2.4 million) have been reclassified as held for sale in accordance with IFRS 5 “Non-current Assets

Held for Sale and Discontinued Operations”. Total assets classified as held for sale at 31 December 2024

amounted to £1.5 million (2023: £2.4 million).

Group cost of land and buildings and plant and machinery includes £nil (2023: £1.0 million) and £2.0 million

(2023: £32.3 million) respectively for assets in the course of construction.

Capital commitments

	2024	2023
	£’m	£’m
Capital expenditure that has been contracted for but for which no provision has been made in the Consolidated Financial Statements	2.2	1.3

Depreciation charge

The depreciation charge is recognised in the following line item in the Consolidated Income Statement:

	2024	2023
	£’m	£’m
Net operating costs (Note 3)	22.1	21.4

Notes to the Consolidated Financial Statements continued

13 Right-of-use assets

	Land and	Plant and
	buildings	equipment	Total
	£’m	£’m	£’m
Cost
At 1 January 2023	19.9	45.2	65.1
Additions	3.7	11.2	14.9
Disposals	(4.1)	(4.0)	(8.1)
Modifications	(0.3)	—	(0.3)
At 31 December 2023	19.2	52.4	71.6
At 1 January 2024	19.2	52.4	71.6
Additions	2.9	18.7	21.6
Disposals	(0.7)	(34.7)	(35.4)
Modifications	0.4	(0.6)	(0.2)
At 31 December 2024	21.8	35.8	57.6
Depreciation and impairment losses
At 1 January 2023	5.3	22.8	28.1
Depreciation charge for the year	2.0	7.8	9.8
Disposals	(4.1)	(3.9)	(8.0)
At 31 December 2023	3.2	26.7	29.9
At 1 January 2024	3.2	26.7	29.9
Depreciation charge for the year	1.8	5.5	7.3
Disposals	(0.6)	(11.4)	(12.0)
At 31 December 2024	4.4	20.8	25.2
Net book value
At 31 December 2023	16.0	25.7	41.7
At 31 December 2024	17.4	15.0	32.4

Depreciation charge

The depreciation charge is recognised in the following line item in the Consolidated Income Statement:

	2024	2023
	£’m	£’m
Net operating costs (Note 3)	7.3	9.8

Lease commitments

	2024	2023
	£’m	£’m
Lease commitments that have been contracted for but have not yet
commenced	2.6	6.6

The disposal of right-of-use assets principally arose in connection with the outsourcing of the Group’s

logistics function.

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 137

14 Inventories

	2024	2023
	£’m	£’m
Raw materials and consumables	28.2	29.4
Finished goods and goods for resale	110.0	95.7
	138.2	125.1

Inventories stated at a net realisable value less than cost at 31 December 2024 amounted to £11.7 million

(2023: £13.4 million). The write down of inventories made during the year amounted to £3.8 million

(2023: £4.2 million). There were £1.7 million of reversals of inventory write downs made in previous years

in 2024 (2023: £1.4 million).

15 Trade and other receivables

	2024	2023
	£’m	£’m
Trade receivables	72.7	83.6
Other receivables	3.4	3.9
Prepayments and accrued income	4.7	5.9
	80.8	93.4

Ageing of trade receivables

	2024	2023
	£’m	£’m
Not past due	57.3	56.7
Overdue by less than 30 days	13.3	24.7
Overdue by between 30 and 60 days	1.0	2.1
Overdue by more than 60 days	2.2	1.1
	73.8	84.6

There were no net receivables due after more than one year (2023: £nil). All amounts above are disclosed

gross of a provision for expected credit losses of £1.1 million (2023: £1.0 million). This provision has been

determined using a lifetime expected credit loss calculation. Assumptions made regarding the recoverability

of balances have been determined with reference to past default experiences in line with our policies and

understanding. Balances are only written off if deemed irrecoverable after all credit control procedures have

been exhausted.

16 Cash and cash equivalents

	2024	2023
	£’m	£’m
Cash and cash equivalents	18.9	34.5

17 Trade and other payables

	2024	2023
	£’m	£’m
Current liabilities
Trade payables	72.5	59.3
Taxation and social security	9.5	10.6
Other payables	9.9	20.7
Accruals	40.2	36.9
	132.1	127.5

All trade payables are due in six months or less.

Included within accruals is £1.1 million (2023: £1.9 million) in relation to outstanding insurance claim

liabilities, and £0.2 million (2023: £4.1 million) in relation to an accrual for redundancy costs.

18 Interest-bearing loans and borrowings

	2024	2023
	£’m	£’m
Analysed as:
Non-current liabilities	152.8	207.4
	152.8	207.4

Bank loans

The bank loans are subject to intra-Group guarantees by certain subsidiary undertakings.

19 Lease liabilities

	2024	2023
	£’m	£’m
Analysed as:
Amounts due for settlement within twelve months (shown under current
liabilities)	5.7	8.0
Amounts due for settlement after twelve months	29.7	36.7
	35.4	44.7

		2024			2023
	Minimum			Minimum
	lease			lease
	payments	Interest	Principal	payments	Interest	Principal
	£’m	£’m	£’m	£’m	£’m	£’m
Less than 1 year	7.2	1.5	5.7	10.1	2.1	8.0
1 to 2 years	6.0	1.4	4.6	8.4	1.8	6.6
2 to 5 years	13.6	2.9	10.7	16.2	4.1	12.1
In more than 5 years	19.9	5.5	14.4	25.0	7.0	18.0
	46.7	11.3	35.4	59.7	15.0	44.7

Notes to the Consolidated Financial Statements continued

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 138

19 Lease liabilities continued

As at 31 December 2024, the total minimum lease payments (above) comprised property of £28.7 million

(2023: £23.1 million) and plant, machinery and vehicles of £18.0 million (2023: £36.6 million).

Certain leased properties have been sublet by the Group. Sublease payments of £0.2 million (2023: £0.1

million) are expected to be received during the following financial year. An amount of £0.2 million (2023:

£0.2 million) was recognised as income in the Consolidated Income Statement within net operating costs in

respect of subleases.

The Group does not face a significant liquidity risk with regard to its lease liabilities. For the year ended

31 December 2024, the interest expense on lease liabilities amounted to £1.7 million (2023: £2.5 million).

Lease liabilities are calculated at the present value of the lease payments that are not paid at the

commencement date.

For the year ended 31 December 2024, the average effective borrowing rate was 5.0 per cent (2023: 4.2

per cent). Interest rates are fixed at the contract date. All leases are on a fixed repayment basis and no

arrangements have been entered into for contingent rental payments.

The vast majority of lease obligations are denominated in Sterling.

For the year ended 31 December 2024, the total cash outflow in relation to leases amounts to £7.0 million

(2023: £11.6 million). The total cash outflow in relation to short-term and low-value leases was £2.7 million

(2023: £7.1 million).

Lease liabilities totalling £24.4 million were derecognised during the period as a result of the outsourcing of

the Group’s logistics function.

20 Financial instruments

The Group holds and uses financial instruments to finance its operations and to manage its interest rate,

liquidity and currency risks. The Group primarily finances its operations using share capital, retained profits

and borrowings. The Group’s bank loans are non-equity funding instruments, further details of which are set

out on page 142.

As directed by the Board, the Group does not engage in speculative activities using derivative financial

instruments. Group cash reserves are held centrally to take advantage of the most rewarding short-term

investment opportunities. Forward foreign currency contracts are used in the management of currency risk.

The main risks arising from the Group’s financial instruments are interest rate risk, liquidity risk, foreign

currency risk and pricing risk. The Board reviews and agrees the policies for managing each of these risks

and they have remained unchanged since 2023.

Capital management

The Group defines the capital that it manages as its total equity and net debt balances. The Group manages

its capital structure in light of current economic conditions and its strategic objectives to ensure that it is

able to continue as a going concern whilst maximising the return to stakeholders through the optimisation

of debt and equity balances.

The Group manages its medium-term bank debt to ensure continuity of funding and the policy is to arrange

funding ahead of requirements and to maintain sufficient undrawn committed facilities. A key objective is to

ensure compliance with the covenants set out in the Group’s bank facility agreements.

Notes to the Consolidated Financial Statements continued

From time to time the Group purchases its own shares on the market; the timing of these purchases

depends on market prices. Primarily the shares are intended to be used for issuing shares under the Group’s

incentive schemes. Buy and sell decisions are made on a specific transaction basis by the Board.

There has been no change in the objectives, policies or processes with regard to capital management during

the years ended 31 December 2024 and 31 December 2023.

Financial risks

The Group has exposure to a number of financial risks through the conduct of its operations. Risk

management is governed by the Group’s operational policies, guidelines and authorisation procedures,

which are outlined in the Strategic Report on pages 54 to 64. The key financial risks resulting from financial

instruments are liquidity risk, interest rate risk, credit risk, foreign currency risk and pricing risk.

In managing interest rate and currency risks the Group aims to reduce the impact of short-term fluctuations

on the Group’s earnings. Over the longer term, however, permanent changes in foreign exchange and interest

rates would have an impact on consolidated earnings. For instance, a weakening of Pound Sterling on the

foreign currency market would increase the cost of certain raw materials, whereas a strengthening would

have the opposite effect.

(a) Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The

Board is responsible for ensuring that the Group has sufficient liquidity to meet its financial liabilities as

they fall due and does so by monitoring cash flow forecasts and budgets. Cash resources are largely and

normally generated through operations and short-term flexibility is achieved by bank facilities. Bank debt

is raised centrally and the Group aims to maintain a balance between flexibility and continuity of funding

by having a range of maturities on its borrowings. Details of the Group borrowing facility are provided

on page 142.

(b) Interest rate risk

The Group has a single syndicated debt facility comprising a term loan of £155 million and revolving credit

facility of £160 million. The Group borrows at floating rates of interest and, where appropriate, uses interest

rate swaps and interest rate caps to generate the desired interest rate profile, thereby managing the Group’s

exposure to interest rate fluctuations.

70 per cent of the £155 million term loan is covered by interest rate swaps and caps of varying maturities

up until 2026, which reflects the maturity date of the related loans and medium-term requirements, in

accordance with Group policy. The Group classifies its interest rate swaps as cash flow hedges and states

them at fair value. The fair value of interest rate swaps is £1.0 million asset (2023: £1.8 million asset) and is

recognised within the hedge reserve where effective on an ongoing basis. The period that the swaps cover

is matched against the debt maturity in order to fix the impact on the Income Statement. During the year

£1.4 million (2023: £0.7 million) has been recognised in other comprehensive income for the year with £2.2

million (2023: £0.9 million) being reclassified from equity to the Income Statement. The interest rate swaps

have been fully effective in the period.

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 139

20 Financial instruments continued

Financial risks continued

(b) Interest rate risk continued

Sensitivity analysis

A change of 100 basis points in interest rates at the balance sheet date would have decreased equity and

profit by the amounts shown below. The sensitivity analysis has been undertaken before the effect of tax.

The sensitivity analysis of the Group’s exposure to interest rate risk has been determined based on the

change taking place at the beginning of the financial year and held constant throughout the reporting period.

This analysis assumes that all other variables, in particular foreign currency rates, remain constant and

considers the effect of financial instruments with variable interest rates, financial instruments at fair value

through profit or loss or available for sale with fixed interest rates and the fixed rate element of interest rate

swaps. The analysis was performed on the same basis for 2023.

	2024	2023
	£’m	£’m
Increase of 100 basis points	(0.7)	(0.9)
Decrease of 100 basis points	0.7	0.9

Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis.

Credit evaluations are performed on all customers requiring credit over a certain amount and, where

appropriate, credit insurance cover is obtained. This provides excellent intelligence to minimise the number

and value of bad debts and ultimately provides compensation if bad debts are incurred. An ageing of trade

receivables is shown in Note 15 on page 138.

Cash and cash equivalents of £18.9 million (2023: £34.5 million) are held with financial institutions that have

an A+ credit rating.

Investments are allowed only in liquid securities and only with counterparties that have a credit rating equal

to or better than the Group. Transactions involving derivative financial instruments are with counterparties

with which the Group has a signed netting agreement as well as sound credit ratings. Derivative financial

instruments of £1.1 million (2023: £1.9 million) are all held with financial institutions that have an A+

credit rating. Given their high credit ratings, management does not expect any counterparty to fail to

meet its obligations.

At the balance sheet date there were no significant concentrations of credit risk. The maximum exposure

to credit risk is represented by the carrying amount of each financial asset, including derivative financial

instruments, in the balance sheet.

(d) Foreign currency risk

The Group is exposed to foreign currency risk on sales and purchases that are denominated in a currency

other than Sterling. The currencies giving rise to this risk are primarily Euros and US Dollars.

The Group’s policy is to cover all significant foreign currency commitments in respect of trade receivables

and trade payables by using forward foreign currency contracts. All the forward exchange contracts have

maturities of less than one year after the balance sheet date. Where necessary, the forward exchange

contracts are rolled over at maturity.

The Group classifies its forward exchange contracts as cash flow hedges and states them at fair value.

The fair value of forward exchange contracts is a £0.2 million asset (2023: £nil) and is adjusted against the

hedging reserve on an ongoing basis. During the year £0.2 million (2023: £0.1 million) has been recognised

in other comprehensive income for the year with £0.1 million (2023: £nil) being reclassified from equity to

the Income Statement. At 31 December 2024 all outstanding forward exchange contracts had a maturity

date within twelve months.

Notes to the Consolidated Financial Statements continued

The foreign currency profile of monetary items was:

		2024				2023
	Sterling	Euro	US Dollar	Total	Sterling	Euro	US Dollar	Total
	£’m	£’m	£’m	£’m	£’m	£’m	£’m	£’m
Cash and cash equivalents	14.1	1.1	3.7	18.9	30.2	0.9	3.4	34.5
Trade receivables	72.8	—	—	72.8	83.6	—	—	83.6
Secured bank loans	(152.8)	—	—	(152.8)	(207.4)	—	—	(207.4)
Trade payables	(70.7)	(1.6)	(0.2)	(72.5)	(56.6)	(2.1)	(0.6)	(59.3)
Lease liabilities	(35.4)	—	—	(35.4)	(44.7)	—	—	(44.7)
Derivative financial instruments	1.1	—	—	1.1	1.8	—	0.1	1.9
Balance sheet exposure	(170.9)	(0.5)	3.5	(167.9)	(193.1)	(1.2)	2.9	(191.4)

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 140

20 Financial instruments continued

Financial risks continued

(d) Foreign currency risk continued

A 10 per cent strengthening and weakening of the following currencies against the Pound Sterling at

31 December 2024 would have increased/(decreased) equity and profit or loss by the amounts shown

below. This calculation assumes that the change occurred at the balance sheet date and had been applied

to risk exposures existing at that date.

This analysis assumes that all other variables, in particular other exchange rates and interest rates, remain

constant. The analysis was performed on the same basis for 2023:

	2024	2023
	£’m	£’m
10% strengthening of £ against €	0.1	0.1
10% weakening of £ against €	(0.1)	(0.1)
10% strengthening of £ against $	(0.3)	(0.3)
10% weakening of £ against $	0.3	0.2

Notes to the Consolidated Financial Statements continued

(e) Pricing risks

Where appropriate the Group uses hedging instruments to mitigate the risks of significant forward price

rises of fuel in relation to expected consumption. Fuel hedges were in place until August 2024. There are no

fuel hedges in place at 31 December 2024. The Group classifies its fuel hedges as cash flow hedges and

states them at fair value. The fair value of the fuel hedges is £nil (2023: £0.1 million asset) and is adjusted

against the hedging reserve on an ongoing basis. The period that the fuel hedges cover is matched against

future expected purchases in order to fix the impact on the Income Statement. During the year £0.1 million

(2023: £nil) has been recognised in other comprehensive income, with £0.2 million (2023: £0.2 million) being

reclassified from equity to the Income Statement. The fuel hedges have been fully effective in the period.

When combining interest rate swaps, fuel hedges and forward contracts, this gives a total of £1.6 million

credit (2023: £0.6 million debit) recognised in other comprehensive income for the year with £2.4 million

credit (2023: £1.1 million debit) being reclassified from equity to the Income Statement.

(f) Other risks

Further information about the Group’s strategic and financial risks is contained in the Strategic Report on

pages 54 to 64.

Effective interest rates and maturity of liabilities

At 31 December 2024 there were £35.4 million (2023: £44.7 million) of Group borrowings on a fixed rate. The interest rate profile of the financial liabilities is set out below. The tables also disclose cash and cash equivalents

in order to reconcile to net debt (Note 27).

	Fixed or	Effective		6 months	6–12	1–2	2–5	More than
	variable	interest rate	Total	or less	months	years	years	5 years
	rate	%	£’m	£’m	£’m	£’m	£’m	£’m
31 December 2024
Cash and cash equivalents (Note 16)	Variable	5.8	(18.9)	(18.9)	—	—	—	—
Interest-bearing loans and borrowings (Note 18)	Variable	5.8	152.8	—	—	8.4	144.4	—
Lease liabilities (Note 19)	Fixed	5.0	35.4	2.9	2.8	4.6	10.7	14.4
			169.3	(16.0)	2.8	13.0	155.1	14.4

	Fixed or	Effective		6 months	6–12	1–2	2–5	More than
	variable	interest rate	Total	or less	months	years	years	5 years
	rate	%	£’m	£’m	£’m	£’m	£’m	£’m
31 December 2023
Cash and cash equivalents (Note 16)	Variable	6.7	(34.5)	(34.5)	—	—	—	—
Interest-bearing loans and borrowings (Note 18)	Variable	6.7	207.4	—	—	—	207.4	—
Lease liabilities (Note 19)	Fixed	4.2	44.7	3.8	4.2	6.6	12.1	18.0
			217.6	(30.7)	4.2	6.6	219.5	18.0

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 141

Borrowing facilities

The total bank borrowing facility at 31 December 2024 amounted to £315.0 million (2023: £370.0 million),

of which £160.0 million (2023: £160.0 million) remained unutilised. The undrawn facility available at 31

December 2024, in respect of which all conditions precedent had been met, was as follows:

	2024	2023
	£’m	£’m
Committed:
Expiring in more than 5 years	—	—
Expiring in more than 2 years but not more than 5 years	160.0	160.0
Expiring in 1 year or less	—	—
Uncommitted:	—	—
Expiring in 1 year or less	—	—
	160.0	160.0

£17.0 million of the reduced facility of £315.0 million matures in April 2026 and the remaining £298.0 million

matures one year later in April 2027. The Group’s committed bank facilities are charged at variable rates

based on SONIA plus a margin. The Group’s bank facility continues to be aligned with the current strategy to

ensure that headroom against the available facility remains at appropriate levels and is structured to provide

committed medium-term debt.

Marshalls has a receivables purchase agreement with a UK bank and is party to a reverse factoring

finance arrangement between a third-party UK bank and one of the Group’s key customers (the principal

relationship is between the customer and its partner bank). Under these agreements, Marshalls has the

option of transferring the ownership of certain customer receivables to the bank or to receive advance

payment of approved invoices from the key customer, respectively. Utilising either agreement results in the

derecognition of receivables from the Group’s balance sheet. The Group utilises these facilities periodically

in order to help manage its short-term funding requirements and pays a finance charge on utilisation.

Notes to the Consolidated Financial Statements continued

20 Financial instruments continued

Financial risks continued

(f) Other risks continued

Effective interest rates and maturity of liabilities continued

At 31 December the undiscounted outstanding contractual payments (including interest) of financial liabilities were as follows:

	Fixed or	Carrying		6 months	6–12	1–2	2–5	More than
	variable	value	Total	or less	months	years	years	5 years
	rate	£’m	£’m	£’m	£’m	£’m	£’m	£’m
31 December 2024
Interest-bearing loans and borrowings	Variable	152.8	174.7	4.8	4.8	17.7	147.4	—
Trade and other payables	Variable	122.8	122.8	122.8	—	—	—	—
Lease liabilities	Fixed	35.4	46.7	3.6	3.6	6.0	13.6	19.9
Derivative financial assets	Fixed	(1.1)	(1.1)	(0.3)	—	(0.8)	—	—
		309.9	343.1	130.9	8.4	22.9	161.0	19.9

	Fixed or	Carrying		6 months	6–12	1–2	2–5	More than
	variable	value	Total	or less	months	years	years	5 years
	rate	£’m	£’m	£’m	£’m	£’m	£’m	£’m
31 December 2023
Interest-bearing loans and borrowings	Variable	207.4	254.3	7.3	7.2	14.5	225.3	—
Trade and other payables	Variable	116.8	116.8	116.8	—	—	—	—
Lease liabilities	Fixed	44.7	59.7	4.9	5.2	8.4	16.2	25.0
Derivative financial assets	Fixed	(1.9)	(1.9)	0.2	(0.1)	—	(2.0)	—
		367.0	428.9	129.2	12.3	22.9	239.5	25.0

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 142

20 Financial instruments continued

Borrowing facilities continued

Fair values of financial assets and financial liabilities

A comparison by category of the book values and fair values of the financial assets and liabilities of the

Group at 31 December 2024 is shown below:

	2024		2023
	Book amount	Fair value	Book amount	Fair value
	£’m	£’m	£’m	£’m
Trade and other receivables	76.1	76.1	87.5	87.5
Cash and cash equivalents	18.9	18.9	34.5	34.5
Bank loans	(152.8)	(146.1)	(207.4)	(202.2)
Trade payables, other payables and provisions	(122.8)	(122.8)	(116.8)	(116.8)
Interest rate swaps, forward contracts and fuel
hedges	1.1	1.1	1.9	1.9
Contingent consideration	(6.6)	(6.6)	(8.0)	(8.0)
Financial instrument assets and liabilities
– net	(186.1)		(208.3)
Non-financial instrument assets and liabilities
– net	847.4		849.6
	661.3		641.3

Estimation of fair values

The following summarises the major methods and assumptions used in estimating the fair values of

financial instruments reflected in the table. Other than contingent consideration, which uses a level 3 basis,

all use level 2 valuation techniques.

(a) Derivatives

Derivative contracts are either marked to market using listed market prices or by discounting the contractual

forward price at the relevant rate and deducting the current spot rate. For interest rate swaps, broker

quotes are used.

(b) Interest-bearing loans and borrowings

Fair value is calculated based on the expected future principal and interest cash flows discounted at the

market rate of interest at the balance sheet date.

For receivables/payables with a remaining life of less than one year, the notional amount is deemed to

reflect the fair value. All other receivables/payables are discounted to determine the fair value.

(d) Contingent consideration

The basis of calculating contingent consideration is set out in Note 22 on pages 146 and 147.

Notes to the Consolidated Financial Statements continued

(e) Fair value hierarchy

The table below analyses financial instruments, measured at fair value, into a fair value hierarchy based on

the valuation techniques used to determine fair value.

• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities

• Level 2: inputs other than quoted prices included within level 1 that are observable for the asset or liability,

either directly (i.e. as prices) or indirectly (i.e. derived from prices)

• Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)

	Level 1	Level 2	Level 3	Total
	£’m	£’m	£’m	£’m
31 December 2024
Derivative financial assets	—	1.1	—	1.1
Contingent consideration (Note 22)	—	—	(6.6)	(6.6)
	—	1.1	(6.6)	(5.5)
31 December 2023
Derivative financial assets	—	1.9	—	1.9
Contingent consideration (Note 22)	—	—	(8.0)	(8.0)
	—	1.9	(8.0)	(6.1)

21 Employee benefits

Marshalls Group Limited sponsors a funded defined benefit pension scheme in the UK (the “Scheme”). The

Scheme is administered within a trust which is legally separate from the Company. The Trustee Board is

appointed by both the Company and the Scheme’s membership and acts in the interest of the Scheme and

all relevant stakeholders, including the members and the Company. The Trustee is also responsible for the

investment of the Scheme’s assets.

The defined benefit section of the Scheme provides pension and lump sums to members on retirement and

to dependants on death. The defined benefit section closed to future accrual of benefits on 30 June 2006

with the active members becoming entitled to a deferred pension. Members no longer pay contributions to

the defined benefit section. Company contributions to the defined benefit section after this date are used to

fund any deficit in the Scheme and the expenses associated with administering the Scheme, as determined

by regular actuarial valuations.

The Trustee is required to use prudent assumptions to value the liabilities and costs of the Scheme whereas

the accounting assumptions must be best estimates.

The defined benefit section of the Scheme poses a number of risks to the Company, for example longevity

risk, investment risk, interest rate risk, inflation risk and salary risk. The Trustee is aware of these risks and

uses various techniques to control them. The Trustee has a number of internal control policies, including a

Risk Register, which are in place to manage and monitor the various risks it faces. The Trustee’s investment

strategy incorporates the use of liability-driven investments (“LDIs”) to minimise sensitivity of the actuarial

funding position to movements in interest rates and inflation rates.

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 143

21 Employee benefits continued

The defined benefit section of the Scheme is subject to regular actuarial valuations, which are usually carried

out every three years. These actuarial valuations are carried out in accordance with the requirements of the

Pensions Act 2004 and so include deliberate margins for prudence. This contrasts with these accounting

disclosures which are determined using best estimate assumptions. A formal actuarial valuation was

carried out as at 5 April 2021. A triennial valuation as at 5 April 2024 is currently underway and, based on

information to date, the Company does not expect cash contributions to be payable following its finalisation.

The results of that valuation have been projected to 31 December 2024 by a qualified independent actuary.

The figures in the following disclosure were measured using the projected unit method.

The amounts recognised in the Consolidated Balance Sheet were as follows:

	2024	2023
	£’m	£’m
Present value of Scheme liabilities	(204.2)	(239.4)
Fair value of Scheme assets	228.3	250.4
Net amount recognised at the year end (before any adjustments for deferred tax)	24.1	11.0

The current and past service costs, settlements and curtailments, together with the net interest expense for

the year, are included in the employee benefits expense in the Consolidated Statement of Comprehensive

Income. Remeasurements of the net defined benefit surplus are included in other comprehensive income.

	2024	2023
	£’m	£’m
Net interest expense before adjusting items	0.3	0.2
Adjusting interest expense (Note 4)	—	1.4
Net interest expense recognised in the Consolidated Income Statement	0.3	1.6
Remeasurements of the net liability:
Return on Scheme assets (excluding amount included in interest
expense)	18.9	1.4
(Gain)/loss arising from changes in financial assumptions	(22.3)	10.8
Gain arising from changes in demographic assumptions	(3.1)	(3.6)
Experience (gain)/loss	(6.9)	1.2
Debit recorded in other comprehensive income	(13.4)	9.8
Total defined benefit (credit)/debit	(13.1)	11.4

The principal actuarial assumptions used were:

	2024	2023
Liability discount rate	5.4%	4.6%
Inflation assumption – RPI	3.2%	3.1%
Inflation assumption – CPI	2.8%	2.6%
Rate of increase in salaries	n/a	n/a
Revaluation of deferred pensions	2.8%	2.6%
Increases for pensions in payment:
CPI pension increases (maximum 5% p.a.)	2.7%	2.6%
CPI pension increases (maximum 5% p.a., minimum 3% p.a.)	3.5%	3.5%
CPI pension increases (maximum 3% p.a.)	2.1%	2.0%
Proportion of employees opting for early retirement	0%	0%
Proportion of employees commuting pension for cash	80%	80%
Mortality assumption – before retirement	Same as post-	Same as post-
	retirement	retirement
Mortality assumption – after retirement (males)	S4PXA tables	S2PXA tables
Loading	116%	110%
Projection basis	Year of birth	Year of birth
	CMI_2023	CMI_2022
	1.0%	1.0%
Mortality assumption – after retirement (females)	S4PXA tables	S2PXA tables
Loading	116%	110%
Projection basis	Year of birth	Year of birth
	CMI_2023	CMI_2022
Future expected lifetime of current pensioner at age 65:	1.0%	1.0%
Male aged 65 at year end	84.8	84.9
Female aged 65 at year end	87.3	87.1
Future expected lifetime of future pensioner at age 65:
Male aged 45 at year end	85.7	85.8
Female aged 45 at year end	88.4	88.2

Notes to the Consolidated Financial Statements continued

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 144

21 Employee benefits continued

Changes in the present value of assets over the year

	2024	2023
	£’m	£’m
Fair value of assets at the start of the year	250.4	254.9
Interest income	11.2	12.4
Return on assets (excluding amount included in net interest expense)	(18.9)	(1.4)
Benefits paid	(13.6)	(14.1)
Administration expenses	(0.8)	(1.4)
Fair value of assets at the end of the year	228.3	250.4
Actual return on assets over the year	24.1	11.0

Changes in the present value of liabilities over the year

	2024	2023
	£’m	£’m
Liabilities at the start of the year	239.4	232.5
Past service cost	—	1.4
Interest cost	10.7	11.2
Remeasurement:
Actuarial (gain)/loss arising from changes in financial assumptions	(22.3)	10.8
Actuarial gain arising from changes in demographic assumptions	(3.1)	(3.6)
Experience (gain)/loss	(6.9)	1.2
Benefits paid	(13.6)	(14.1)
Liabilities at the end of the year	204.2	239.4

The split of the Scheme’s liabilities by category of membership is as follows:

	2024	2023
	£’m	£’m
Deferred pensioners	79.9	105.6
Pensioners in payment	124.3	133.8
	204.2	239.4
Average duration of the Scheme’s liabilities at the end of the year
(inyears)	12	14

Notes to the Consolidated Financial Statements continued

The major categories of Scheme assets are as follows:

	2024	2023
	£’m	£’m
Return-seeking assets
UK equities	0.8	0.8
Overseas equities	24.3	24.1
Asset backed securities	17.1	—
Other equity type investments	26.9	26.7
Total return-seeking assets	69.1	51.6
Other Insured pensioners	0.3	0.4
Cash	4.1	5.7
Property	28.9	28.9
Liability-driven investments and bonds	125.9	163.8
Total matching assets	159.2	198.8
Total market value of assets	228.3	250.4

The return-seeking assets and LDI assets have quoted prices in active markets. The valuation of the insured

pensions has been taken as the value of the corresponding liabilities assessed using the assumptions set out above.

The Scheme has no investments in the Company or in property occupied by the Company.

The Company expects to pay no contributions to the defined benefit section of the Scheme during the year

ended 31 December 2025.

Sensitivity of the liability value to changes in the principal assumptions

If the discount rate were 0.5 per cent higher/(lower), the defined benefit section Scheme liabilities would decrease

by approximately £11.0 million (increase by £11.0 million) if all the other assumptions remained unchanged.

If the inflation assumption were 0.5 per cent higher/(lower), the Scheme liabilities would increase

by £4.2 million (decrease by £4.2 million). In this calculation all assumptions related to the inflation

assumption have been appropriately adjusted: that is salary, the deferred pension and pension in

payment increases. The other assumptions remain unchanged.

If life expectancies were to increase/(decrease) by one year, the Scheme liabilities would increase by

£7.2 million/(decrease by £7.2 million) if all the other assumptions remained unchanged.

Virgin Media vs NTL Pension Trustees II Limited

In June 2023, the High Court judged that amendments made to the Virgin Media pension scheme were

invalid because the necessary S37 certification associated to these historic amendments was not prepared

or documented appropriately. The case was subsequently reviewed by the Court of Appeal in July 2024

which upheld the High Court’s decision.

The High Court’s decision has wide ranging implications, affecting other schemes that were contracted-

out on a salary-related basis and made amendments between April 1997 and April 2016. Historic scheme

amendments without the appropriate certification might now be considered invalid, leading to additional,

unforeseen liabilities. The Marshalls plc Pension Scheme was not contracted out on a salary-related basis

over the relevant period. As such, the ruling has no implications for the Scheme.

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 145

21 Employee benefits continued

Sensitivity of the liability value to changes in the principal assumptions continued

Management Incentive Plan (“MIP”)

Share-based payment awards have been made during the year in accordance with the rules of the MIP. Full

details of the performance criteria and the basis of operation of the MIP are set out in the Remuneration

Committee Report on pages 93 to 108.

Equity settled awards are settled by physical delivery of shares. The following equity settled awards have

been granted:

	Number of
	instruments	£’m	Plan year
Equity settled awards granted to other employees	18,173	0.2	2019
Equity settled awards granted to Directors of Marshalls plc	55,698	0.4	2021
Equity settled awards granted to other employees	152,565	1.1	2021
Equity settled awards granted to Directors of Marshalls plc	120,708	0.3	2022
Equity settled awards granted to other employees	91,734	0.3	2022
Equity settled awards granted to Directors of Marshalls plc	143,685	0.4	2023
Equity settled awards granted to other employees	122,163	0.3	2023
Equity settled awards granted to Directors of Marshalls plc	374,809	1.1	2024
Equity settled awards granted to other employees	402,827	1.2	2024
	1,482,362	5.3

Plan years 2019 to 2022 vested at the end of cycle 3 which was March 2024. Plan years 2023 to 2026 vest

at the end of cycle 4 which is in March 2027.

Analysis of closing balance (deferred into shares):

		2024		2023
	£’m	Shares	£’m	Shares
Equity settled awards granted to Directors of Marshalls plc	2.2	694,900	2.6	479,327
Equity settled awards granted to other employees	3.1	787,462	1.2	486,830
	5.3	1,482,362	3.8	966,157

	2024		2023
	Value	Number of	Value	Number of
	£’m	options	£’m	options
Outstanding at 1 January	3.8	966,157	5.3	1,139,229
Granted	2.4	777,636	1.1	412,387
Change in value of notional shares	0.3	122,752	(0.3)	(47,345)
Lapsed	—	—	—	—
Element released	(1.2)	(384,183)	(2.3)	(538,114)
Outstanding at 31 December	5.3	1,482,362	3.8	966,157

The total expenses recognised for the period arising from share-based payments were as follows:

	2024	2023
	£’m	£’m
Awards granted and total expense recognised as employee costs	4.0	2.9

Further details in relation to the Directors are set out in the Remuneration Committee Report on pages 93

to 108. Included in the total expense of £4.0 million (2023: £2.9 million) is an amount of £2.4 million (2023:

£0.6 million) settled as interim cash payments under the terms of the Scheme and which has been included

within wages and salaries in Note 5.

Employee Bonus Share Plan

A Bonus Share Plan was approved by shareholders in May 2015 under which a number of senior

management employees were granted performance related bonuses with an element of this bonus being

in the form of shares. The bonus performance criteria are the same as those applicable to the MIP awards.

The bonus shares take the form of nil-cost options to acquire shares at the end of a three-year vesting

period from the date of grant, and vesting is conditional on continued employment at the end of the vesting

period. Awards are made to participants following publication of the Group’s year-end results. In addition,

certain discretionary share awards have been granted to certain employees in the form of nil-cost options to

acquire Ordinary Shares in Marshalls plc at the end of a three-year period. The total awards outstanding at

31 December 2024 were over 146,611 shares (31 December 2023: 210,832). The total expenses recognised

for the year arising from share-based payments were £1.0 million (2023: £0.5 million).

Employee profit sharing scheme

At 31 December 2024 the scheme held 42,245 (2023: 42,245) Ordinary Shares in the Company.

22 Provisions

	Contingent
	consideration	Other	Total
	£’m	£’m	£’m
At 1 January 2023	8.8	0.9	9.7
Payments made	(3.0)	—	(3.0)
Increase in the provision in the period (Note 4)	1.6	—	1.6
Recognised on acquisition of subsidiary	0.6	—	0.6
Release/utilisation of provisions made in the period	—	(0.9)	(0.9)
At 31 December 2023	8.0	—	8.0
At 1 January 2024	8.0	—	8.0
Payments made	(3.0)	—	(3.0)
Increase in the provision in the period (Note 4)	1.6	—	1.6
At 31 December 2024	6.6	—	6.6

Notes to the Consolidated Financial Statements continued

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 146

22 Provisions continued

	2024	2023
	£’m	£’m
Analysed as:
Current liabilities	6.6	3.0
Non-current liabilities	—	5.0
	6.6	8.0

As part of the acquisition of Marley, there is an obligation to pay the vendors of Viridian Solar Limited

deferred consideration which is contingent on the achievement of certain performance targets in the

period post-acquisition. These performance periods are annually up to and including 31 December 2024

and will be settled in cash on their payment date on achieving the relevant targets. The range of additional

consideration is estimated to be between £nil and £12.0 million. After making a payment of £3.0 million

to the vendors during 2024, the Group has included £6.6 million (2023: £8.0 million) as a contingent

consideration, which has been calculated based on the Group’s expectation of what it will pay in relation

to the post-acquisition performance of the entities.

A charge of £1.6 million (2023: £1.6 million) has been included in adjusting items (Note 4).

23 Deferred taxation

Recognised deferred taxation assets and liabilities

	Assets		Liabilities
	2024	2023	2024	2023
	£’m	£’m	£’m	£’m
Property, plant and equipment	—	—	(21.6)	(23.3)
Intangible assets	—	—	(53.3)	(56.1)
Inventories	—	—	(0.3)	(0.5)
Employee benefits	—	—	(6.0)	(2.7)
Equity settled share-based
payments	0.8	0.5	—	—
Other items	1.3	0.6	(2.5)	(2.6)
Tax assets/(liabilities)	2.1	1.1	(83.7)	(85.2)

The deferred taxation liability at 31 December 2024 has been calculated at 25.0 per cent based on the rate

at which the deferred tax is expected to unwind in the future using rates enacted at the balance sheet date.

The deferred taxation liability of £6.0 million (2023: £2.7 million) in relation to employee benefits is in

respect of the net surplus for the defined benefit obligations of £24.1 million (2023: £11.0 million) (Note 21)

calculated at 25.0 per cent (2023: 25.0 per cent).

Deferred taxation liabilities represent sums that might become payable as tax in future years as a result of

transactions that have occurred in the current year. The explanation as to why such liabilities may arise is

included in the notes to the tax reconciliation (Note 7).

The deferred tax liabilities disclosed in the year ended 31 December 2024 include the deferred tax relating to

the Group’s pension scheme assets. Deferred tax assets on capital losses and overseas trading losses have

not been recognised due to uncertainty around the future use of the losses.

Notes to the Consolidated Financial Statements continued

Movement in temporary differences

Year ended 31 December 2024

				Recognised	Recognised	On
				in other	in Statement	acquisition of
	1 January	Recognised	Prior year	comprehensive	of Changes	subsidiary	31 December
	2024	in income	adjustment	income	in Equity	undertaking	2024
	£’m	£’m	£’m	£’m	£’m	£’m	£’m
Property, plant and equipment	(23.3)	0.6	1.1	—	—	—	(21.6)
Intangible assets	(56.1)	2.8	—	—	—	—	(53.3)
Inventories	(0.5)	0.2	—	—	—	—	(0.3)
Employee benefits	(2.7)	0.1	—	(3.4)	—	—	(6.0)
Equity settled
share-based
payments	0.5	0.3	—	—	—	—	0.8
Other items	(2.0)	—	0.2	0.2	0.4	—	(1.2)
	(84.1)	4.0	1.3	(3.2)	0.4	—	(81.6)

Year ended 31 December 2023

				Recognised	Recognised	On
				in other	in Statement	acquisition of
	1 January	Recognised	Prior year	comprehensive	of Changes	subsidiary	31 December
	2023	in income	adjustment	income	in Equity	undertaking	2023
	£’m	£’m	£’m	£’m	£’m	£’m	£’m
Property, plant and equipment	(24.6)	(0.2)	1.5	—	—	—	(23.3)
Intangible assets	(56.8)	2.6	(0.8)	—	—	(1.1)	(56.1)
Inventories	(0.2)	—	(0.3)	—	—	—	(0.5)
Employee benefits	(5.6)	0.5	—	2.4	—	—	(2.7)
Equity settled
share-based
payments	0.4	0.4	(0.2)	—	(0.1)	—	0.5
Other items	(2.6)	(0.6)	0.4	0.8	—	—	(2.0)
	(89.4)	2.7	0.6	3.2	(0.1)	(1.1)	(84.1)

The deferred tax balances on short-term timing differences are expected to reverse within one to

three years.

Based on the current investment programme of the Group and assuming that current rates of capital

allowances on fixed asset expenditure continue into the future, there is little prospect of any significant

part of the deferred taxation liability of the Company becoming payable over the next three years. It is not

realistic to make any projection after a three-year period.

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 147

24 Called-up share capital

The authorised, issued and fully paid up Ordinary Share capital was as follows:

	Authorised		Issued and paid up
		Value		Value
Ordinary Shares (25 pence nominal)	Number	£’m	Number	£’m
At 1 January and 31 December 2024	300,000,000	75.0	252,968,728	63.2

Share premium account and merger reserve

	Share premium account		Merger reserve
	2024	2023	2024	2023
	£’m	£’m	£’m	£’m
At 1 January and 31 December	200.0	200.0	141.6	141.6

Merger reserve

The merger reserve relates to the issue new ordinary shares as consideration for the acquisition of Marley

Group Limited in 2022. An amount of £141.6 million was credited to the merger reserve in relation to the

issue of these shares and reflects the fair value of the shares at the date of acquisition

Own shares reserve

Transactions of the Group-sponsored Employee Benefit Trust are included in the Group Financial

Statements. The Trust’s purchases of shares in the Company are debited directly to equity and disclosed

separately in the balance sheet as “own shares”. Further details are included on page 159.

Capital redemption reserve

The capital redemption reserve records the nominal value of shares repurchased by the Company.

Consolidation reserve

On 8 July 2004 Marshalls plc was introduced as the new holding company of the Group by way of a court-

approved Scheme of Arrangement under Section 425 of the Companies Act 1985. The restructuring was

accounted for as a capital reorganisation and accounting principles were applied as if the Company had

always been the holding company of the Group. The difference between the aggregate nominal value of

the new shares issued by the Company and the called-up share capital, capital redemption reserve and

share premium account of Marshalls Group plc (the previous holding company) was transferred to a

consolidation reserve.

Hedging reserve

This represents the gains and losses arising on derivatives used for cash flow hedging, principally from the

Group’s interest rate swaps, energy price contracts and forward exchange contracts.

Dividends

After the balance sheet date, the following dividends were proposed by the Directors. The dividends have not

been provided for and there were no income tax consequences.

		2024 2023
	£’m	£’m
5.4 pence final dividend (2023: 5.7 pence) per Ordinary Share	13.7	14.4

25 Non-controlling interests

	2024	2023
	£’m	£’m
At 1 January	—	0.8
Share of loss for the year	—	(0.2)
Foreign currency transaction differences	—	—
Sale of subsidiary	—	(0.6)
At 31 December	—	—

26 Disposal of subsidiary

On 13 April 2023, the Group sold its interest in Marshalls NV, its former Belgian subsidiary, for a nominal

sum. The sale resulted in a profit on disposal of £0.6 million, which was accounted for as an adjusting item

(Note 4). This business contributed revenue of £21.3 million and a loss before taxation of £1.1 million in

2022. In the period until the disposal on 13 April 2023, the business generated revenue of £5.0 million and

a loss before taxation of £0.6 million.

27 Analysis of net debt

	1 January		Movement	Other	31 December
	2024	Cash flow	in leases	changes*	2024
	£’m	£’m	£’m	£’m	£’m
Cash at bank and in hand	34.5	(15.7)	—	0.1	18.9
Debt due after 1 year	(207.4)	55.0	—	(0.4)	(152.8)
Lease liabilities	(44.7)	5.3	4.0	—	(35.4)
	(217.6)	44.6	4.0	(0.3)	(169.3)

* Other changes include foreign currency movements on cash and loan balances.

Movement in the net debt is shown net of bank arrangement fees. The amounts above exclude an impact

of derivative instruments.

Reconciliation of net cash flow to movement in net debt

	2024	2023
	£’m	£’m
Net decrease in cash equivalents	(15.7)	(20.3)
Cash outflow from decrease in bank borrowings	55.0	39.8
On disposal of subsidiary undertakings	—	(1.4)
Cash outflow from principal lease repayments	5.3	9.6
New leases entered into	(20.4)	(13.7)
Lease liability derecognised (Note 19)	24.4	—
Lease liability terminated on disposal of subsidiary undertaking	—	5.3
Effect of exchange rate fluctuations	(0.3)	(0.3)
Movement in net debt in the year	48.3	19.0
Net debt at 1 January	(217.6)	(236.6)
Net debt at 31 December	(169.3)	(217.6)

Notes to the Consolidated Financial Statements continued

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 148

28 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 Cash Flow Statement as cash flows from

financing activities.

			Non-cash changes
			Derecognition
	1 January	Financing	of liabilities	Other	31 December
	2024	cash flows *	(Note 19)	changes **	2024
	£’m	£’m	£’m	£’m	£’m
Interest-bearing loans and borrowings (Note 18)	(207.4)	55.0	—	(0.4)	(152.8)
Lease liabilities (Note 19)	(44.7)	5.3	24.4	(20.4)	(35.4)
Total liabilities from financing
activities	(252.1)	60.3	24.4	(20.8)	(188.2)

			Non-cash changes
			Acquisition of
	1 January	Financing	subsidiary	Other	31 December
	2023	cash flows *	(Note 27)	changes **	2023
	£’m	£’m	£’m	£’m	£’m
Interest-bearing loans and borrowings (Note 18)	(247.0)	39.8	—	(0.2)	(207.4)
Lease liabilities (Note 19)	(45.9)	9.6	5.3	(13.7)	(44.7)
Total liabilities from financing
activities	(292.9)	49.4	5.3	(13.9)	(252.1)

* The cash flows from bank loans, overdrafts and other borrowings make up the net amount of proceeds from borrowings

and repayments of borrowings in the Consolidated Cash Flow Statement.

** New leases and foreign currency movements.

Notes to the Consolidated Financial Statements continued

29 Contingent liabilities

National Westminster Bank plc has issued, on behalf of Marshalls plc, the following irrevocable letters of

credit relating to the Group’s cap on self-insurance for employer’s liability and vehicle insurance:

Beneficiary	Amount	Period	Purpose
HDI Global SE — UK	£0.5 million	8 Dec 2020 to 30 Oct 2025	Employer’s liability
AIOI Nissay Dowa Insurance UK Limited	£0.6 million	5 Dec 2020 to 30 Oct 2025	Vehicle insurance
M S Amlin Limited	£0.8 million	30 Oct 2016 to 9 Feb 2026	Employer’s liability

Marshalls plc has provided a statutory Parent Company guarantee to those subsidiaries listed below in order

that they are exempt from the requirements of the Companies Act 2006 relating to the audit of individual

accounts by virtue of Section 479A of the Act.

	Registered
	number
Marley Group Limited	13596495
Monty Bidco Limited	12144582
Monty Midco 1 Limited	12144469
Monty Midco 2 Limited	12144529
Monty Topco Limited	12144396
Marshalls Building Products Limited	00113882
Marshalls Properties Limited	04349470
Marshalls EBT Limited	05472428
CPM Group Limited	01005164
PD Edenhall Limited	03635485
Edenhall Holdings Limited	10367730
Edenhall Limited	03326387
Edenhall Concrete Limited	00698870
Edenhall Concrete Products Limited	03495356
Edenhall Building Products Limited	02638967
PD Edenhall Holdings Limited	08911209

30 Related parties

Identity of related parties

The Group has a related party relationship with its Directors.

Transactions with key management personnel

Other than the Directors, there are no senior managers in the Group who are relevant for establishing that

Marshalls plc has the appropriate expertise and experience for the management of its business.

The Directors of the Company as at 31 December 2024 and their immediate relatives control 0.1096 per

cent (2023: 0.2489 per cent) of the voting shares of the Company.

In addition to their salaries and pension allowances, the Group also provides non-cash benefits to Directors.

Further details in relation to Directors are disclosed in the Remuneration Committee Report on pages

93 to 108.

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 149

31 Alternative performance measures

The APMs set out by the Group are made up of earnings-based measures and ratio measures with a

selection of these measures being stated after adjusting items.

APM	Definition and/or purpose
Adjusted operating profit, adjusted	The Directors assess the performance of the Group using these
profit before tax, adjusted profit after tax, adjusted earnings per share, adjusted EBITA, adjusted EBITDA and adjusted operating cash flow	measures including when considering dividend payments.
Adjusted return on capital employed	Adjusted return on capital employed is calculated as adjusted EBITA
	(on an annualised basis) divided by shareholders’ funds plus net debt
	at the period end. It is designed to give further information about the
	returns being generated by the Group as a proportion of capital
	employed.
Adjusted operating cash flow	Operating cash flow conversion is calculated by dividing adjusted
conversion	operating cash flow by adjusted EBITDA (both on an annualised
	basis). Adjusted operating cash flow is calculated by adding back
	adjusting items paid, net financial expenses paid and taxation paid. It
	illustrates the rate of conversion of profitability into cash flow.

Pre-IFRS 16 measures

The Group’s banking covenants are assessed on a pre-IFRS 16 basis. In order to provide transparency and

clarity regarding the Group’s compliance with banking covenants, the following performance measures and

their calculations have been presented:

APM	Definition and purpose
Pre-IFRS 16 adjusted EBITDA	Pre-IFRS 16 adjusted EBITDA is adjusted EBITDA excluding
	right-of-use asset depreciation and profit or losses on the sale of
	property, plant and equipment.
Pre-IFRS 16 net debt	Pre-IFRS 16 net debt comprises cash at bank and in hand and bank
	loans but excludes lease liabilities. It shows the overall net
	indebtedness of the Group on a pre-IFRS 16 basis.
Pre-IFRS 16 net debt leverage	This is calculated by dividing pre-IFRS 16 net debt by adjusted
	pre-IFRS 16 EBITDA (on an annualised basis) to provide a measure of
	leverage.

Other definitions

APM	Definition and purpose
EBITDA	EBITDA is earnings before interest, taxation, depreciation and
	amortisation and provides users with further information about the
	profitability of the business before financing costs, taxation and
	non-cash charges.
EBITA	EBITA is earnings before interest, taxation and amortisation and
	provides users with further information about the profitability of the
	business before financing costs, taxation and amortisation.

Reconciliations of IFRS reported Income Statement measures to Income Statement APMs are set out in the

following three tables. A reconciliation of operating profit to pre-IFRS 16 adjusted EBITDA is set out below:

	2024	2023
	£’m	£’m
Operating profit	53.9	41.0
Adjusting items (Note 4)	12.8	29.7
Adjusted operating profit	66.7	70.7
Amortisation (excluding amortisation of intangible assets arising on acquisitions)	1.7	1.7
Adjusted EBITA	68.4	72.4
Depreciation	29.4	31.2
Adjusted EBITDA	97.8	103.6
Profit on sale of property, plant and equipment	(0.2)	(1.4)
Right-of-use asset principal payments	(5.3)	(9.6)
Pre-IFRS 16 adjusted EBITDA	92.3	92.6

Notes to the Consolidated Financial Statements continued

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 150

31 Alternative performance measures continued

Other definitions continued

Disclosures required under IFRS are referred to as on a reported basis. Disclosures referred to after adding

back adjusting items basis are restated and are used to provide additional information and a more detailed

understanding of the Group’s results. Certain measures are reported on an annualised basis to show the

preceding twelve-month period where seasonality can impact on the measure.

Pre-IFRS 16 net debt and pre-IFRS 16 net debt leverage

Net debt comprises cash at bank and in hand, bank loans and leasing liabilities. An analysis of net debt is

provided in Note 27. Net debt on a pre-IFRS 16 basis has been disclosed to provide additional information

and to align with reporting required for the Group’s banking covenants. Pre-IFRS 16 net debt leverage is

defined as pre-IFRS 16 net debt divided by adjusted pre-IFRS 16 EBITDA. Net debt as reported in Note 27 is

reconciled to pre-IFRS 16 net debt and pre-IFRS 16 net debt leverage below:

	2024	2023
	£’m	£’m
Net debt	169.3	217.6
IFRS 16 leases	(35.4)	(44.7)
Net debt on a pre-IFRS 16 basis	133.9	172.9
Adjusted pre-IFRS 16 EBITDA	92.3	92.6
Pre-IFRS 16 net debt leverage	1.5	1.9

Notes to the Consolidated Financial Statements continued

Return on capital employed (“ROCE”)

ROCE is defined as adjusted EBITA divided by shareholders’ funds plus net debt.

	2024	2023
	£’m	£’m
Adjusted EBITA	68.4	72.4
Shareholders’ funds	661.3	641.3
Net debt	169.3	217.6
Capital employed	830.6	858.9
ROCE	8.2%	8.4%

Adjusted operating cash flow conversion

Adjusted operating cash flow conversion is the ratio of adjusted operating cash flow to adjusted EBITDA (on

an annualised basis) and is calculated as set out below:

	2024	2023
	£’m	£’m
Net cash flow from operating activities	76.8	77.7
Adjusting items paid	6.4	5.5
Net financial expenses paid	11.7	16.5
Taxation paid	8.8	10.4
Adjusted operating cash flow	103.7	110.1
Adjusted EBITDA	97.8	103.6
Operating cash flow conversion	106%	106%

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 151

2024 2023

Notes £’m £’m

Non-current assets

Investments 35 355.7 355.0

Deferred taxation assets 36 0.4 0.2

Loans to Group undertakings 37 390.5 395.7

746.6 750.9

Net current assets — —

Total assets 746.6 750.9

Current liabilities

Corporation tax payable 38 (5.3) (4.8)

Net current liabilities (5.3) (4.8)

Net assets 741.3 746.1

Capital and reserves

Called-up share capital 39 63.2 63.2

Share premium account 39 200.0 200.0

Merger reserve 39 141.6 141.6

Own shares (1.7) (1.5)

Capital redemption reserve 75.4 75.4

Equity reserve 17.3 16.4

Retained earnings 245.5 251.0

Equity shareholders’ funds 741.3 746.1

The Company reported a profit for the financial year ended 31 December 2024 of £15.8 million

(2023:profitof £14.3 million).

The Financial Statements of Marshalls plc (registered number 05100353) were approved by the Board

ofDirectors and authorised for issue on 17 March 2025. They were signed on its behalf by:

Matt Pullen Justin Lockwood

Chief Executive Chief Financial Officer

The Notes on pages 154 to 159 form part of these Company Financial Statements.

Company Balance Sheet

at 31 December 2024

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 152

Share Share premium Merger Own Capital redemption Equity Retained Total

capital account reserve shares reserve reserve earnings equity

£’m £’m £’m £’m £’m £’m £’m £’m

Current year

At 1 January 2024 63.2 200.0 141.6 (1.5) 75.4 16.4 251.0 746.1

Total comprehensive income for the year

Profit for the financial year — — — — — — 15.8 15.8

Total comprehensive income for the year — — — — — — 15.8 15.8

Transactions with owners, recorded directly in equity

Contributions by and distributions to owners

Share-based payments — — — — — 0.9 0.9 1.8

Deferred tax on share-based payments — — — — — — — —

Dividends to equity shareholders — — — — — — (21.0) (21.0)

Purchase of own shares — — — (1.4) — — — (1.4)

Own shares issued under share schemes — — — 1.2 — — (1.2) —

Total contributions by and distributions to owners — — — (0.2) — 0.9 (21.3) (20.6)

At 31 December 2024 63.2 200.0 141.6 (1.7) 75.4 17.3 245.5 741.3

There were no items of other comprehensive income in the year other than the profit for the financial year recorded above.

Share Share premium Merger Own Capital redemption Equity Retained Total

capital account reserve shares reserve reserve earnings equity

£’m £’m £’m £’m £’m £’m £’m £’m

Prior year

At 1 January 2023 63.2 200.0 141.6 (1.3) 75.4 15.1 266.9 760.9

Total comprehensive income for the year

Profit for the financial year — — — — — — 14.3 14.3

Total comprehensive income for the year — — — — — — 14.3 14.3

Transactions with owners, recorded directly in equity

Contributions by and distributions to owners

Share-based payments — — — — — 1.3 1.5 2.8

Deferred tax on share-based payments — — — — — — — —

Dividends to equity shareholders — — — — — — (31.6) (31.6)

Purchase of own shares — — — (0.3) — — — (0.3)

Own shares issued under share schemes — — — 0.1 — — (0.1) —

Total contributions by and distributions to owners — — — (0.2) — 1.3 (30.2) (29.1)

At 31 December 2023 63.2 200.0 141.6 (1.5) 75.4 16.4 251.0 746.1

There were no items of other comprehensive income in the year other than the profit for the financial year recorded above.

Company Statement of Changes in Equity

for the year ended 31 December 2024

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 153

32 Accounting policies

The following paragraphs summarise the main accounting policies of the Company, which have been

applied consistently in dealing with items which are considered material in relation to the Company’s

Financial Statements.

Authorisation of Financial Statements and Statement of Compliance with FRS 101

The Parent Company Financial Statements of Marshalls plc for the year ended 31 December 2024 were

authorised for issue by the Board of Directors on 17 March 2025. Marshalls plc is a public limited company

that is incorporated and domiciled and has its registered office in England and Wales. The Company’s

Ordinary Shares are publicly traded on the London Stock Exchange and the Company is not under the

control of any single shareholder.

These Financial Statements were prepared in accordance with the historical cost basis of accounting

andFinancial Reporting Standard 101 “Reduced Disclosure Framework” (“FRS 101”).

No profit and loss account is presented by the Company as permitted by Section 408 of the

Companies Act 2006.

Basis of preparation

The Company has adopted FRS 101 from the UK Generally Accepted Accounting Practice for all periods

presented.

The accounting policies which follow set out those policies which apply in preparing the Financial

Statements for the year ended 31 December 2024.

The Company meets the definition of a qualifying entity under FRS 100 “Application of Financial Reporting

Requirements”.

In these Financial Statements, the Company has applied the exemptions available under FRS 101

inrespectof the following disclosures:

• The requirements of paragraphs 45(b) and 46–52 of IFRS 2 “Share-based Payments”

• The requirements of IFRS 7 “Financial Instruments: Disclosures”

• The requirements of paragraphs 91–99 of IFRS 13 “Fair Value Measurement”

• The requirement in paragraph 38 of IAS 1 “Presentation of Financial Statements” to present comparative

information in respect of paragraph 79(a)(iv) of IAS 1

• The requirements of paragraphs 10(d), 10(f), 16, 39(c), 40A, 40B, 40C, 40D, 111 and 134–136 of IAS 1

“Presentation of FinancialStatements”

• The requirements of IAS 7 “Statement of Cash Flows”

• The requirements of paragraphs 30 and 31 of IAS 8 “Accounting Policies, Changes in Accounting Estimates

and Errors”

• The requirements of paragraph 17 of IAS 24 “Related Party Disclosures”

• The requirements in IAS 24 “Related Party Disclosures” to disclose related party transactions entered

into between two or more members of a group, provided that any subsidiary which is a party to the

transaction is wholly owned by such a member

• The requirements of paragraphs 134(d)–134(f) and 135(c)–135(e) of IAS 36 “Impairment of Assets”

The Company also intends to take advantage of these exemptions in the Financial Statements to be

issuedin the following year. Objections may be served on the Company by shareholders holding in

aggregate 5 per cent or more of the total allocated shares in the Company. Where required, additional

disclosures are given in the Consolidated Financial Statements.

Investments

Fixed asset investments in subsidiaries and associates are shown at cost less provision for impairment.

TheDirectors consider annually whether a provision against the value of investments on an individual

basisis required.

Share capital

(i) Share capital

Share capital is classified as equity if it is non-redeemable and any dividends are discretionary, or if it is

redeemable but only at the Company’s option. Dividends on share capital classified as equity are recognised

as distributions within equity. Non-equity share capital is classified as a liability if it is redeemable on a

specific date or at the option of the shareholders or if dividend payments are not discretionary. Dividends

thereon are recognised in the profit and loss account as a financial expense.

(ii) Dividends

Dividends on non-equity shares are recognised as a liability and accounted for on an accruals basis. Equity

dividends are recognised as a liability in the period in which they are declared (appropriately authorised and

no longer at the discretion of the Company).

Pension schemes

(i) Defined benefit scheme

The Company participates in a Group-wide pension scheme providing benefits based on final pensionable

pay. The defined benefit section of the Scheme was closed to future service accrual in July 2006.

The assets of the Scheme are held separately from those of the Company. The defined benefit cost and

contributions payable are borne by Marshalls Group Limited and, therefore, the defined benefit surplus or

deficit is recorded in Marshalls Group Limited. Full details are provided in Note 21 on pages 143 to 146.

(ii) Defined contribution scheme

Obligations for contributions to defined contribution schemes are recognised as an expense as incurred.

Share-based payment transactions

The Company enters into equity settled share-based payment transactions with its employees. In particular,

annual awards are made to employees under the Company’s MIP and the Employee Bonus Share Plan (“BSP”).

Recognition/policy is in line with the Group policy which is set out on page 127 of the consolidated

accounts.

Notes to the Company Financial Statements

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 154

32 Accounting policies continued

Own shares held by the Employee Benefit Trust

Transactions of the Company-sponsored Employee Benefit Trust are included in the Group Financial

Statements. In particular, the Trust’s purchases of shares in the Company are debited directly to equity and

disclosed separately in the balance sheet as “own shares”.

Trade and other payables

Trade and other payables are stated at nominal amount (discounted if material).

Income tax

Income tax on the profit or loss for the year, current tax, deferred taxation, deferred taxation assets and

additional income taxes are recognised in line with the Group policy which is set out on page 128 of the

consolidated accounts.

Accounting estimates and judgements

The preparation of the Financial Statements requires management to make judgements, estimates and

assumptions. Although these judgements and estimates are based on management’s best knowledge,

actual results ultimately may differ from these estimates.

The key sources of estimation uncertainty that have a significant risk of causing material adjustments

tothecarrying value of assets and liabilities within the next financial year are disclosed below.

The carrying value of investments is reviewed on an annual basis. This review requires the use of cash

flow projections based on a financial forecast that is discounted at an appropriate market-based discount

rate. The assumption on the market-based discount rate is determined based on the advice of a third-

party adviser.

33 Operating costs

The audit fee for the Company was £0.1 million (2023: £0.1 million). This is in respect of the audit of the

Financial Statements. Fees paid to the Company’s auditor for services other than the statutory audit of

the Company are not disclosed in the Notes to the Company Financial Statements since the consolidated

accounts of the Group are required to disclose non-audit fees on a consolidated basis.

Details of Directors’ remuneration, share options, LTIPs and Directors’ pension entitlements are disclosed

onpages 98 to 108 of the Remuneration Committee Report.

The average monthly number of employees of Marshalls plc (including Executive Directors) in the year

ended 31 December 2024 was 125 (2023: 200). The personnel costs for the majority of these employees

are borne by Marshalls Group Limited. The personnel costs charged to Marshalls plc in the year were

£4.6million (2023: £4.5 million) in relation to 21 employees (2023: 21), including the Directors.

Notes to the Company Financial Statements continued

34 Ordinary dividends: equity shares

2024 2023

Pence

per share £’m

Pence

per share £’m

2024 interim: paid 2 December 2024 2.6 6.6 2.6 6.6

2023 final: paid 1 July 2024 5.7 14.4 9.9 25.0

8.3 21.0 12.5 31.6

After the balance sheet date the following dividends were proposed by the Directors. The dividends have not

been provided and there were no income tax consequences.

2024 2023

£’m £’m

2024 final: 5.4 pence (2023: 5.7 pence) per Ordinary Share 13.7 14.4

35 Investments

£’m

At 1 January 2024 355.0

Additions 0.7

At 31 December 2024 355.7

Investments comprise shares in the subsidiary undertaking Marshalls Group Limited. The Directors have

considered the carrying value of the Company’s investments and are satisfied that no provision is required.

The increase in the year of £0.7 million represents adjustments to the number of shares expected to vest in

respect of share-based payment awards granted to employees of Marshalls Group Limited.

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 155

35 Investments continued

Pursuant to Sections 409 and 410(2) of the Companies Act 2006, the subsidiary undertakings of Marshalls plc at 31 December 2024 are set out below:

Subsidiaries Principal activities Class of share % ownership

Acraman (418) Limited Non-trading Ordinary/

preference

100

Alton Glasshouses Limited Non-trading Ordinary 100

Bollards Direct Limited Non-trading Ordinary 100

Capability Brown Garden Centres Limited Non-trading Ordinary 100

Capability Brown Landscaping Limited Non-trading Ordinary 100

Classical Flagstones Limited Non-trading Ordinary 100

CPM Group Limited** (01005164) Non-trading Ordinary 100

Dalestone Concrete Products Limited Non-trading Ordinary 100

Edenhall Limited** (03326387) Non-trading Ordinary 100

Edenhall Building Products Limited** (02638967) Non-trading Ordinary 100

Edenhall Concrete Limited** (00698870) Non-trading Ordinary 100

Edenhall Concrete Products Limited** (03495356) Non-trading Ordinary 100

Edenhall Holdings Limited** (10367730) Non-trading Ordinary/

preference

100

Edenhall Technologies Limited Non-trading Ordinary 100

Locharbriggs Sandstone Limited Non-trading Ordinary 100

Lloyds Quarries Limited Non-trading Ordinary 100

Marley Limited Manufacturer of roofing products and solutions Ordinary 100

Marley Group Limited** (13596495) Non-trading Ordinary 100

Marshalls Building Materials Limited Non-trading Ordinary 100

Marshalls Building Products Limited** (00113882) Property management Ordinary 100

Marshalls Concrete Products Limited Non-trading Ordinary 100

Marshalls Directors Limited Non-trading Ordinary 100

Marshalls Dormant No. 30 Limited Non-trading Ordinary 100

Marshalls Dormant No. 31 Limited Non-trading Ordinary 100

Marshalls Dormant No. 32 Limited Non-trading Ordinary 100

Marshalls EBT Limited*/** (05472428) Non-trading Ordinary 100

Marshalls Estates Limited Non-trading Ordinary 100

Marshalls Group Limited* Intermediate holding company Ordinary 100

Marshalls Landscape Products Limited Non-trading Ordinary 100

Marshalls Landscape Products (North America) Inc. Landscape Products supplier Ordinary 100

Marshalls Mono Limited Landscape Products manufacturer and supplier and quarry owner supplying a wide variety of paving,

streetfurniture and natural stone products

Ordinary 100

Marshalls Natural Stone Limited Non-trading Ordinary 100

Notes to the Company Financial Statements continued

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 156

Subsidiaries Principal activities Class of share % ownership

Marshalls Profit Sharing Scheme Limited Non-trading Ordinary 100

Marshalls Properties Limited** (04349470) Property management Ordinary 100

Marshalls Register Limited Non-trading Ordinary 100

Marshalls Stone Products Limited Non-trading Ordinary 100

Marshalls Street Furniture Limited Non-trading Ordinary 100

Monty Bidco Limited** (12144582) Non-trading Ordinary 100

Monty Midco 1 Limited** (12144469) Non-trading Ordinary 100

Monty Midco 2 Limited** (12144529) Non-trading Ordinary 100

Monty Topco Limited** (12144396) Non-trading Ordinary 100

Ollerton Limited Non-trading Ordinary 100

Panablok (UK) Limited Non-trading Ordinary 100

Paver Systems (Carluke) Limited Non-trading Ordinary 100

Paver Systems Limited Non-trading Ordinary 100

PD Edenhall Limited** (03635485) Non-trading Ordinary 100

PD Edenhall Holdings Limited** (08911209) Non-trading Ordinary 100

Premier Mortars Limited Non-trading Ordinary 100

Quarryfill Limited Non-trading Ordinary 100

Rhino Protec Limited Non-trading Ordinary 100

Robinson Associates Stone Consultants Limited Non-trading Ordinary 100

Robinsons Greenhouses Limited Non-trading Ordinary 100

Rockrite Limited Non-trading Ordinary 100

S Marshall & Sons Limited Non-trading Ordinary 100

Scenic Blue Limited Non-trading Ordinary 100

Scenic Blue Landscape Franchise Limited Non-trading Ordinary 100

Scenic Blue (UK) Limited Non-trading Ordinary 100

Stancliffe Stone Company Limited Non-trading Ordinary 100

Stone Shippers Limited Non-trading Ordinary 100

Stonemarket (Concrete) Limited Non-trading Ordinary 100

Stonemarket Limited Non-trading Ordinary 100

The Great British Bollard Company Limited Non-trading Ordinary 100

The Stancliffe Group Limited Non-trading Ordinary 100

The Yorkshire Brick Co. Limited Non-trading Ordinary 100

Town & Country Paving Limited Non-trading Ordinary 100

Urban Engineering Limited Non-trading Ordinary 100

Viridian Solar Limited Manufacturer of roof integrated solar products Ordinary 100

Viridian Solar BV Manufacturer of roof integrated solar products Ordinary 100

Woodhouse Group Limited Non-trading Ordinary 100

Woodhouse UK Limited Non-trading Ordinary 100

* Held by Marshalls plc. All others held by subsidiary undertakings.

** These subsidiaries are exempt from the requirement of the Companies Act 2006 relating to the audit of individual accounts by virtue of Section 479A of the Act. Marshalls plc has provided a statutory Parent Company guarantee in relation to these

subsidiaries. In each case the registered number is disclosed.

Notes to the Company Financial Statements continued

35 Investments continued

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 157

35 Investments continued

All the other companies excluding the ones below operate within the United Kingdom and are registered

in England and Wales at the following address: Landscape House, Premier Way, Lowfields Business Park,

Elland HX5 9HT. Viridian Solar BV is registered in the Netherlands and Marshalls Landscape Products

(North America) Inc. is registered in the USA. Paver Systems Limited, Paver Systems (Carluke) Limited and

Locharbriggs Sandstone Limited are registered in Scotland. The respective registered offices are:

Paver Systems Limited and Paver Systems (Carluke) Limited

Roadmeetings, Carluke, Lanarkshire ML8 4QG

Locharbriggs Sandstone Limited

Locharbriggs, Dumfries, Dumfriesshire DG1 1QS

Marshalls Landscape Products (North America) Inc.

1209 Orange Street, Wilmington, County of New Castle, Delaware 19801, USA

Viridian Solar BV

Van Bylandtachterstraat 24, unit 6 5046 MB Tilburg, The Netherlands

36 Deferred taxation

Recognised deferred taxation assets and liabilities

Assets Liabilities

2024 2023 2024 2023

£’m £’m £’m £’m

Equity settled share-based payments 0.4 0.2 — —

Movement in temporary differences

Recognised

in Statement

1 January Recognised of Changes in 31 December

2024 in income Equity 2024

£’m £’m £’m £’m

Equity settled share-based payments 0.2 0.2 — 0.4

Recognised

in Statement

1 January Recognised of Changes in 31 December

2023 in income Equity 2023

£’m £’m £’m £’m

Equity settled share-based payments 0.2 — — 0.2

Notes to the Company Financial Statements continued

37 Loans to Group undertakings

2024 2023

£’m £’m

Amounts owed from subsidiary undertakings 390.5 395.7

An on-demand facility is in place between Marshalls plc and Marshalls Group Limited. The loan is unsecured

and, together with accrued interest and any other amounts accrued, is repayable in full on demand. Interest

is accrued on a daily basis on the outstanding balance at a rate equivalent to SONIA plus 1.8 per cent. The

loan, however, is expected to be recovered after more than one year and has been reported as a non-current

asset. There are no expected credit losses associated with these amounts.

38 Corporation tax payable

2024 2023

£’m £’m

Corporation tax 5.3 4.8

No creditors were due after more than one year.

39 Capital and reserves

Called-up share capital

The authorised, issued and fully paid up Ordinary Share capital was as follows:

Authorised Issued and paid up

Value Value

Ordinary Shares (25 pence nominal) Number £’m Number £’m

At 1 January and 31 December 2024 300,000,000 75.0 252,968,728 63.2

Share premium account and merger reserve

Share premium account Merger reserve

2024 2023 2024 2023

£’m £’m £’m £’m

At 1 January and 31 December 200.0 200.0 141.6 141.6

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 158

39 Capital and reserves continued

Merger reserve

The merger reserve relates to the issue new ordinary shares as consideration for the acquisition of Marley

Group Limited in 2022. An amount of £141.6 million was credited to the merger reserve in relation to the

issue of these shares and reflects the fair value of the shares at the date of acquisition.

Own shares reserve

Transactions of the Group-sponsored Employee Benefit Trust are included in the Group Financial

Statements. The Trust’s purchases of shares in the Company are debited directly to equity and disclosed

separately in the balance sheet as “own shares”. Further details are included on page 148.

Capital redemption reserve

The capital redemption reserve records the nominal value of shares repurchased by the Company.

Distributable reserves

The Company’s distributable reserves amount to £245.5 million (2023: £251.0 million) at the end of the period.

Equity reserve

The equity reserve represents the number of shares expected to vest in respect of share-based payment

awards granted to employees of the Company.

Retained earnings

The retained earnings were £245.5 million at the end of the period.

40 Capital and leasing commitments

The Company had no capital or leasing commitments at 31 December 2024 or 31 December 2023.

41 Bank facilities

The Group’s banking arrangements are in respect of Marshalls plc, Marshalls Group Limited, Marshalls

Mono Limited, Marley Limited and Viridian Solar Limited with each company being a nominated borrower.

The operational banking activities of the Group are undertaken by Marshalls Group Limited and the Group’s

bank debt is largely included in Marshalls Group Limited’s balance sheet.

42 Contingent liabilities

National Westminster Bank plc has issued, on behalf of Marshalls plc, the following irrevocable letters of

credit relating to the Group’s cap on self-insurance for employer’s liability and vehicle insurance:

Beneficiary Amount Period Purpose

HDI Global SE — UK £0.5 million 8 Dec 2021 to 30 Oct 2025 Employer’s liability

AIOI Nissay Dowa Insurance UK

Limited £0.6 million 8 Dec 2021 to 30 Oct 2025 Vehicle insurance

M S Amlin Limited £0.8 million 30 Oct 2017 to 9 Feb 2026 Employer’s liability

43 Pension scheme

Marshalls Group Limited is the sponsoring employer of the Marshalls plc pension scheme (the “Scheme”)

which is primarily a closed defined benefit scheme with a small defined contribution element (mainly AVCs).

The assets of the Scheme are held in separately managed funds which are independent of the Group’s

finances.

Full details of the Scheme are provided in Note 21. The Company is unable to identify its share of the

Scheme assets and liabilities on a consistent and reasonable basis.

The latest funding valuation of the defined benefit section of the Scheme was carried out as at 5 April 2024

and was updated for the purposes of the 31 December 2024 Financial Statements by a qualified

independent actuary.

44 Related parties

Related party relationships exist with other members of the Group. All operating costs are borne by

Marshalls Group Limited and are recharged to Marshalls plc in respect of specifically attributable costs. All

related party transactions were made on terms equivalent to those that prevail in arm’s length transactions.

Notes to the Company Financial Statements continued

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 159

Year ended

31 December 2020

Year ended

31 December 2021

Year ended

31 December 2022

Year ended

31 December 2023

Year ended

31 December 2024

£’m £’m £’m £’m £’m

Consolidated Income Statement

Revenue 469.5 589.3 719.4 671.2 619.2

Net operating costs (after adding back adjusting items) (441.1) (511.9) (618.3) (600.5) (552.5)

Adjusted operating profit 28.4 77.4 101.1 70.7 66.7

Adjusting items (19.0) (1.2) (53.2) (29.7) (12.8)

Operating profit 9.4 76.2 47.9 41.0 53.9

Financial income and expenses (net) (4.7) (6.9) (10.7) (18.8) (14.5)

Adjusted profit before tax 23.7 73.3 90.4 53.3 52.2

Profit before tax 4.7 69.3 37.2 22.2 39.4

Income tax expense (2.1) (14.4) (10.7) (3.8) (8.4)

Profit for the financial year 2.6 54.9 26.5 18.4 31.0

Profit for the year attributable to:

Equity shareholders of the Parent 2.4 54.8 26.8 18.6 31.0

Non-controlling interests 0.2 0.1 (0.3) (0.2) —

2.6 54.9 26.5 18.4 31.0

EBITA* 12.1 79.4 57.1 53.1 66.0

Adjusted EBITA** 29.9 79.3 102.9 72.4 68.4

EBITDA* 45.3 107.1 90.2 84.3 95.4

Adjusted EBITDA** 57.6 107.1 136.0 103.6 97.8

Basic earnings per share (pence) 1.2 27.5 11.4 7.4 12.3

Adjusted basic earnings per share** 9.2 29.2 31.3 16.7 16.0

Dividends per share (pence) 4.3 14.3 15.6 8.3 8.0

Year-end share price (pence) 748.5 699.5 273.2 279.4 294.5

Tax rate (%) 45.0 20.8 28.7 17.1 21.3

* EBITA is defined as earnings before interest, tax and amortisation of intangibles. EBITDA is defined as earnings before interest, tax, amortisation of intangibles and depreciation.

** After adding back adjusting items.

Financial History – Consolidated Group

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 160

2020 2021 2022 2023 2024

£’m £’m £’m £’m £’m

Consolidated Balance Sheet

Non-current assets 324.4 332.7 886.9 855.1 835.6

Current assets 290.0 263.2 322.0 259.0 240.5

Total assets 614.4 595.9 1,208.9 1,114.1 1,076.1

Current liabilities (157.2) (150.6) (167.3) (138.5) (148.6)

Non-current liabilities (169.4) (101.0) (380.5) (334.3) (266.2)

Total liabilities (326.6) (251.6) (547.8) (472.8) (414.8)

Net assets 287.8 344.3 661.1 641.3 661.3

Net borrowings (75.6) (41.1) (236.6) (217.6) (169.3)

Net borrowings (pre-IFRS 16) (26.9) — (190.7) (172.9) (133.9)

Gearing ratio 26.3% 11.9% 35.8% 33.9% 25.6%

Financial History – Consolidated Group continued

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 161

ABI

Barbour ABI – a provider of construction

intelligence data

APM

Adjusted performance measure

BEIS

Business, Energy & Industry Strategy

BES 6001

BRE accreditation for responsible sourcing

BRE

Independent organisation offering expertise in the

built environment sector

Capex

Capital expenditure

CCO

Corporate Criminal Offence – legislation which can

hold companies accountable for tax fraud

CDP

Carbon Disclosure Project

Circular economy

Production model recycling and reusing as much

as possible

, CO

e and greenhouse

gas emissions

Carbon dioxide emissions. Carbon dioxide (“CO

”)

is the primary greenhouse gas emitted through

human activities.

While CO

emissions come from a variety of

natural sources, human related emissions are

responsible for the increase that has occurred in the

atmosphere since the Industrial Revolution.

“Carbon dioxide equivalent” or “CO

e” is a term for

describing different greenhouse gases in a common

unit. For any quantity and type of greenhouse gas,

e signifies the amount of CO

which would have

the equivalent global warming impact.

Carbon sequestration

Carbon sequestration is the long-term removal,

capture or sequestration of CO

from the

atmosphere to slow or reverse atmospheric CO

pollution and to mitigate or reverse climate change.

Carbon dioxide is captured from the atmosphere

through biological, chemical and physical

processes. Concrete building products naturally

absorb CO

. Calculations show that concrete

absorbs roughly 30 per cent of the amount of CO

that cement production emits over its life.

CPA

Construction Products Association

D365

Microsoft cloud ERP software system

DERI

Diversity, equity, respect and inclusion

EDI

Electronic Data Interchange

eNPS

Employee Net Promoter Score – how likely

employees are torecommend an organisation

asagood place to work

EPDs

Environmental Product Declarations

ERP system

Enterprise Resource Planning software system

ESOS

Energy Savings Opportunity Scheme

ETI

Ethical Trading Initiative

EVG

Employee Voice Group

FSC certified

Forest Stewardship Council certified from

responsibly managed forests

FTSE4Good

An index of companies scoring highly in corporate

social responsibility measures

GDPR

General Data Protection Regulation

GfK

Company providing data and analytics on

consumer goods

GHG

Greenhouse gases

ILO

International Labour Organization

ISO

International Organization for Standardization

LDI asset portfolio

Liability-driven investment asset portfolio –

investment needed tofund future liabilities

Marshalls NOW

An internal news, employee benefits and

wellbeing platform

MHFAs

Mental Health First Aiders

MIP

Management Incentive Plan

Mitigation vs adaptation

The difference between climate change mitigation

strategies and climate change adaptation is that

mitigation is aimed at tackling the causes and

minimising the possible impacts of climate change.

Adaptation looks at how to reduce the negative

effects it has and how to take advantage of any

opportunities that arise.

Net-zero

A net-zero company will set and pursue a 1.5°C

aligned science-based target for its full value chain

emissions. Anyremaining hard-to-decarbonise

emissions must be compensated using certified

greenhouse gas removal.

NGO

Non-Governmental Organisation

NHBC

National House Building Council

OGSM

Objectives, goals, strategies and measures

PAS 2050

PAS 2050 is the first consensus-based and

internationally applicable standard on product

carbon footprinting that has been used as the

basis for the development of other standards

internationally. From creation to disposal,

throughout the lifecycle. The term is used in a

number of business contexts, but most typically in a

company’s responsibility for dealing with hazardous

waste and product performance.

Glossary

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 162

Product carbon footprints

A lifecycle product carbon footprint measures the

total greenhouse gas emissions generated by a

product from extraction of raw materials to end

of life. It is measured in carbon dioxide equivalent

(“CO

e”). Product carbon footprints should be

associated with a scope or boundary, the most

common being:

Cradle to gate: This measures the total greenhouse

gas emissions from the extraction of raw materials

through to product manufacture up to the

factory gate.

Cradle to grave: This measures the total

greenhouse gas emissions from the extraction of

raw materials through to the product’s manufacture,

distribution, use and eventual disposal.

QR technologies

Quick response technology, a type of barcode

RIDDOR

Reporting of Injuries, Diseases and Dangerous

Occurrences Regulations

Risk Register

A document used to table risks and responses to

those risks

RM&I

Repair, Maintenance & Improvement

SASB

Sustainability Accounting Standards Board

Science-based targets

Science-based targets are a set of goals developed

by a business to provide it with a clear route to

reduce greenhouse gas emissions. An emissions

reduction target is defined as “science based” if it is

developed in line with the scale of reductions that

are required tokeep global warming below 1.5°C

from pre-industrial levels.

Science Based Targets

initiative (“SBTi”)

The Science Based Targets initiative (“SBTi”) defines

and promotes best practice in emissions reductions

and net-zero targets in line with climate science. It

provides technical assistance and expert resources

to companies which set science-based targets in

line with the latest climate science. The SBTi is a

partnership between CDP, the United Nations Global

Compact, the World Resources Institute (“WRI”) and

the World Wide Fund for Nature (“WWF”). The SBTi

is considered the gold standard in carbon reduction

commitment setting.

Scope 1, 2 and 3 emissions

Scope 1 – all direct emissions

Emissions derived from the activities of an

organisation or from sources under its control.

This includes fuel combustion on site, from owned

vehicles and fugitive emissions. Examples include

fleet vehicles, gasemissions from boilers and air-

conditioning refrigerant leaks.

Scope 2 – indirect emissions

Emissions derived from electricity purchased and

used by the organisation. Emissions will be created

during the production of the energy and eventually

used by the organisation. This includes electricity

from energy suppliers to power computers, heating

and cooling.

Scope 3 – all other indirect emissions

Emissions derived from activities of the

organisation but occurring from sources that it

does not own or control. This is usually the largest

share of the carbon footprint, especially for office-

based companies, covering emissions associated

with business travel, procurement, waste and water.

Examples include plane travel, shipping of goods

and waste disposal.

Glossary continued

SDGs

Sustainable Development Goals

SECR

Streamlined Energy and Carbon Reporting

SKU

Stock-keeping unit

SIP

Share Investment Plan

SLAM

Stop, Look, Assess, Manage

SuDS

Sustainable Drainage Systems

TCFD

Task Force on Climate-related Financial Disclosures

The Group

All of Marshalls’ UK and overseas operations

ULEZ

Ultra Low Emission Zone

UNGC

United Nations Global Compact

Verisk Maplecroft

A company providing risk analytics

WDI

Workforce Disclosure Initiative

WEPs

Women’s Empowerment Principle

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 163

Shareholder analysis at 31 December 2024

Number of Number of

Size of shareholding shareholders % Ordinary Shares %

1 to 500 1,900 53.43 248,717 0.10

501 to 1,000 377 10.60 279,376 0.11

1,001 to 2,500 428 12.03 736,750 0.29

2,501 to 5,000 241 6.78 859,487 0.34

5,001 to 10,000 167 4.70 1,157,299 0.46

10,001 to 25,000 128 3.60 2,043,878 0.81

25,001 to 100,000 115 3.23 5,898,677 2.33

100,001 to 250,000 66 1.86 10,655,912 4.21

250,001 to 500,000 38 1.07 13,829,225 5.47

500,001 and above 96 2.70 217,259,407 85.88

3,556 100.00 252,968,728 100.00

Financial calendar

Preliminary announcement of results for the year ended

31December 2024

Announcement 17 March 2025

Final dividend for the year ended 31 December 2024 Payable 1 July 2025

Half yearly results for the year ending 31 December 2025 Announcement Early August 2025

Half yearly dividend for the year ending 31 December 2025 Payable 1 December 2025

Results for the year ending 31 December 2025 Announcement Early March 2026

Advisers

Stockbrokers

Numis Securities Limited (trading as Deutsche Numis)

Peel Hunt

Auditor

Deloitte LLP

Legal advisers

Slaughter and May

Walker Morris LLP

Financial adviser

Rothschild & Co

Bankers

National Westminster Bank plc

HSBC Bank plc

Lloyds Bank plc

Santander UK plc

Caixabank SA

Bank of Ireland

Clydesdale Bank plc

Citibank NA

Barclays Bank plc

Credit Industriel et Commercial

National Bank of Kuwait

Registrars

Computershare Investor Services PLC

The Pavilions

Bridgwater Road

Bristol BS99 6ZZ

Shareholders’ enquiries should be addressed to the Registrars attheabove address (tel: 0870 707 1134).

Registered office

Landscape House

Premier Way

Lowfields Business Park, Elland

Halifax HX5 9HT

West Yorkshire

Telephone: 01422 312000

Website: www.marshalls.co.uk

Registered in England and Wales: No. 5100353

Shareholder Information

Marshalls plc Annual Report and Accounts 2024Strategic Report Financial StatementsGovernance 164

Marshalls’ commitment to environmental issues is reflected in this Annual

Report,which has been printed on Magno Satin, an FSC® certified material.

This document was printed by Park Communications using its environmental

print technology, which minimises the impact of printing on the environment,

with99% of dry waste diverted from landfill. Both the printer and the paper mill

areregistered to ISO 14001.

Annual Report and Accounts 2024

Marshalls plc, Landscape House,

Premier Way, Lowfields Business Park,

Elland HX5 9HT

Annual Report and Accounts 2024