Annual Report

&Accounts 2025

Building Tomorrow’s World

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Marshalls

Building Tomorrow’s World

Marshalls plc Annual Report & Accounts 2025

Decisive actions undertaken

to deliver a stronger, more

profitable business

Strategic highlights

• Group returned to revenue growth with a clear plan

to intensify the execution of the ‘Transform & Grow’

strategy

• Landscaping Products improvement plan delivered

higher volumes and market share gains despite subdued

end markets, offset by targeted price investment and a

weaker product mix

• Building Products delivered revenue growth with good

performances in Water Management and Mortars and

good progress on strategic growth opportunities in

Water Management

• Roofing Products revenue growth of 4% driven by c.32%

growth in Viridian Solar as it capitalised on new build

energy efficiency regulations

Financial highlights

• Robust Balance Sheet with year-end pre-IFRS 16

netdebt of £137.9 million and leverage of 1.8 times

adjusted EBITDA

• Adjusted operating cash flow conversion of 88% reflects

disciplined working capital management

• Successfully refinanced the £270 million facility

inNovember with no change in commercial terms,

reinforcing the medium-term funding platform and

providing flexibility to continue executing the strategy

at pace

ESG highlights

• Recognised by Financial Times and Statista as one

ofEurope’s Climate Leaders for the fourth time

• Continued to expand the range of Environmental Product

Declarations (EPDs) to support customer transparency

and tender requirements

• Maintained Fair Tax Mark accreditation and Living Wage

employer status

• Continued progress against the Group’s net-zero

pathway, supported by improved data capabilities

• Strengthened responsible business practices, including

comprehensive supply chain mapping at Viridian Solar

and the launch of an Ethical Use of AI policy and training

• Continued focus on skills development and social

value incommunities where we operate

Adjusted profit before tax (£’m)

(1)

£43.7m

(2024: £52.2m)

Reported operating profit (£’m)

£32.0m

(2024: £53.9m)

Reported profit before tax (£’m)

£17.7m

(2024: £39.4m)

Adjusted return on capital employed (%)

(1)

7.0%

(2024: 8.2%)

Adjusted basic EPS (p)

(1)

13.4p

(2024: 16.0p)

Reported EPS (p)

5.7p

(2024: 12.3p)

Full-year dividend recommended (p)

6.7p

(2024: 8.0p)

Revenue (£’m)

£632.1m

(up 2%)

632.1

589.3

719.4

671.2

619.2

2021 2022 2023 2024 2025

Adjusted operating profit

(1)

(£’m)

£56.4m

(down 15%)

56.4

77.4

101.1

70.7

66.7

2021 2022 2023 2024 2025

Adjusted EBITDA

(1)

(£’m)

£85.0m

(down 13%)

85.0

107.1

136.0

103.6

97.8

2021 2022 2023 2024 2025

X Our investment case page 4

Note:

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 29.

Highlights

Strategic Report

1 Highlights

2 At a Glance

4 Investment Case

6 Chair’s Statement

8 Chief Executive Officer’s Statement

11 Our Strategy

14 Our Markets

16 Business Model

17 Key Performance Indicators

19 Summary of Group Performance

20 Segmental Review

23 Our Section 172(1) Statement

26 Stakeholder Engagement

31 Sustainability

41 Task Force on Climate-related

FinancialDisclosures

48 Financial Review

52 Risk Management andPrincipal Risks

61 Non-financial and Sustainability

Information Statement

Governance

62 Board of Directors

64 Corporate Governance Statement

79 Nomination Committee Report

84 Audit Committee Report

90 ESG Committee Report

92 Remuneration Committee Report

92 Annual Statement

96 Annual Report on Remuneration

104 2026 Directors’ Remuneration Policy

113 Directors’ Report – Other

RegulatoryInformation

115 Statement of Directors’ Responsibilities

117 Independent Auditor’s Report

Financial Statements

124 Consolidated Income Statement

124 Consolidated Statement

ofComprehensive Income

125 Consolidated Balance Sheet

126 Consolidated Cash Flow Statement

127 Consolidated Statement

ofChangesinEquity

129 Notes to the Consolidated

FinancialStatements

154 Company Balance Sheet

155 Company Statement of ChangesinEquity

156 Notes to the Company

FinancialStatements

162 Financial History – Consolidated Group

164 Glossary

165 Shareholder Information

Marshalls plc Annual Report & Accounts 2025Strategic Report Financial StatementsGovernance 1

At a Glance

Strengthen performance through the cycle

and deliver sustainable, profitable growth

Our strength lies in our diversified portfolio. Spanning across brands, categories and end markets, we offer

a broad product range with specialist and innovative products and solutions across the UK construction sector.

LANDSCAPING PRODUCTS

locations

Revenue

£265.8m

ROOFING PRODUCTS

locations

Revenue

£194.3m

BUILDING PRODUCTS

locations

Revenue

£172.0m

Marshalls Landscaping

• Market leadership position

• Balanced exposure to

endmarkets

• Well-invested national

operations network

Marley Roofing

• Market leader in

pitchedroofing

• Balanced end market exposure

Viridian Solar

• Market leader in

integratedsolar

• Leadership in ESG

• Market leading

wrap-aroundservice

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

BRAND POWERHOUSES

GROWTH ENGINES

Marshalls plc Annual Report & Accounts 2025Strategic Report Financial StatementsGovernance 2

At a Glance continued

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

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

Revenue

by segment

42% Landscaping Products

27% Building Products

31% Roofing Products

End market

exposure

45% New housing

25% Housing RMI

30% Commercial

& infrastructure

Where we operate

We operate from strategically

located manufacturing and

distribution sites across the UK.

Group employees

2,348

Our brands

Where we are today

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,

delivery-focused culture

that realises the potential

ofits people

Group with strategic clarity and ambition, known for:

Where we are going

Marshalls plc Annual Report & Accounts 2025Strategic 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 p.a.

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 & Accounts 2025Strategic 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 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

• 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

2016 2017 2018 2019 2020 2021 2022 2023 2024 2025

46.0

52.1

63.8

71.1

23.7

73.3

90.4

53.3

52.2

43.7

100.0

90.0

80.0

70.0

60.0

50.0

40.0

30.0

20.0

10.0

0.0

£’m%

... and delivers strong and consistent cash conversion.

Operating cash flow conversion

101

106 106

120

100

Shareholder

value creation

‘Transform

& Grow’

strategy

Revenue

growth

Capital

allocation

Cash

conversion

Return on

sales and

capital

employed

X Our strategy page 11 X Our financial review page 48

Investment Case continued

Marshalls plc Annual Report & Accounts 2025Strategic Report Financial StatementsGovernance 5

The Marshalls Way

Act with courage

• We take responsibility for everyaction

• We get things done

• We learn from experiences

• We challenge and feed back

Doing the right things, for the right

reasons, in the right way, safely

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

Chair’s Statement

Summary

• Disciplined stewardship in subdued markets,

with the Board safeguarding liquidity, cash

generation and capital discipline

• Medium-term funding secured through

the successful £270 million refinancing

completed in November 2025

• Dividend maintained in line with policy, with

a proposed final dividend of 4.5 pence per

share and continued commitment to two

times cover

• Leadership continuity and accountability

strengthened with Simon Bourne appointed

Chief Executive Officer following a robust

search process

• Board oversight of ‘Transform & Grow’

execution intensified, including monitoring

and challenging of the Landscaping

Products improvement plan

• Risk and internal controls remain a core

Board focus, as we continue to strengthen

our framework in line with evolving

governance expectations

• Progress on our carbon roadmap, with SBTi

validation reinforcing the credibility of our

net-zero pathway

Vanda Murray OBE

Chair

In a year of significant change

andcontinued market challenges,

the Board’s focus has been

clear:safeguarding our financial

resilience today while driving the

structural transformation required

for tomorrow.

Overview

Against a backdrop of continued macro-economic

uncertainty and subdued activity in our key end

markets, the Board has ensured that the business

remained focused on rigorous self-help measures.

These actions, executed by the leadership team,

have reshaped the business and created the

foundation for an improvement in profitability.

Our diversified portfolio provided balance during

the year, with a robust contribution from Roofing

and Building Products partially offsetting weaker

profitability in Landscaping Products, where

the turnaround is progressing. We supported

management in taking difficult but necessary

decisions to reset our Landscaping business,

including the optimisation of our manufacturing

network and the simplification of our product

portfolio. In parallel, we ensured that a clear

strategic focus on supporting the continued scaling

of our growth engines in Solar, Bricks and Water

Management was maintained.

Governance and stewardship remain at the centre

of our approach. Following the leadership change

announced in November, we appointed Simon

Bourne as Interim Chief Executive, prioritising

both stability and the rigorous selection of

the right leader for the Group’s next phase. On

19January 2026, we were delighted to confirm

Simon’s appointment as Chief Executive Officer.

This decision followed a comprehensive process

involving a robust evaluation of both internal and

external candidates. Simon has been integral to

the growth and development of the Group over the

last ten years and has played a central role in crafting

the ‘Transform & Grow’ strategy. His appointment not

only supports our desire to reinforce the execution

of this strategy but is deserved recognition for

his proven ability to drive change and continuous

improvement. The Board is convinced that this

combination of strategic continuity and operational

focus best serves our shareholders.

Under the Board’s guidance, the Group is now

well positioned to deliver our strategy and embed

the improvements made throughout 2025. Our

focus remains on the delivery of these benefits

and ensuring we take full advantage of our growth

opportunities through 2026 and beyond.

Financial stewardship

The Board has maintained a rigorous focus on

financial discipline, liquidity and capital efficiency,

ensuring that the Group’s financial position remains

strong against a backdrop of continued market

uncertainty. A key priority this year was securing

medium-term funding stability. We successfully

achieved this in November, extending the maturity

profile of the Group’s bank facility to 2029 with no

change in commercial terms.

With funding stability secured, our capital allocation

framework remains unchanged. We continue

to prioritise organic investment in the business,

support a sustainable ordinary dividend and ensure

Balance Sheet strength in line with our risk appetite,

creating long-term value for our shareholders.

Further detail of our financial performance, funding

and capital allocation decisions is set out on pages8

to 10 of the Chief Executive Officer’s Statement and

pages 48 to 51 of the Financial Review.

Dividends

The Board has proposed a final dividend of

4.5pence per share which, combined with the

interim dividend of 2.2 pence, results in a total

distribution for 2025 of 6.7 pence (2024: 8.0 pence).

This is in line with our policy of maintaining dividend

cover of two times adjusted earnings. The dividend

will be paid on 1 July 2026 to shareholders on the

Marshalls plc Annual Report & Accounts 2025Strategic Report Financial StatementsGovernance 6

Chair’s Statement continued

‘Transform & Grow’ strategy

The Board remains steadfast in its commitment

tothe ‘Transform & Grow’ strategy. As stewards

ofMarshalls’ long-term direction, we are confident

this remains the right framework to deliver sustainable

growth and improve resilience. Simon’s appointment

safeguards strategic continuity, minimising disruption

and ensuring the Executive Team remains focused

on delivery.

Throughout the year, our governance activities

centred on monitoring the pace and effectiveness

of execution rather than revisiting the strategy

itself.We conducted regular deep-dive reviews

intotheLandscaping Products improvement plan,

challenging management on the delivery of key

milestones, including cost reduction targets and

margin recovery expectations. During 2026, we

expect to scrutinise capital and resource allocation

proposals in respect of our growth engines, ensuring

effective capital deployment and validating thatour

plans remain aligned to an evolving regulatory

andmarket backdrop.

To ensure rigorous oversight, the Board monitors

progress through a clear framework of financial and

non-financial KPIs. This gives the Board a clear view

of how the strategy is taking effect on the ground

and allows us to hold management to account for

delivering planned improvements in profitability

andcounter-cyclical resilience.

Environment

Sustainability is a core commercial driver of our

‘Transform & Grow’ strategy. The Board continues

to oversee our progress against the Group’s

net-zero 2050 targets, which are validated by the

Science Based Targets initiative (SBTi). This year,

we have focused on embedding carbon leadership

into our customer proposition, expanding our suite

of Environmental Product Declarations to give our

customers the transparency they need. By continuing

to innovate in lower-carbon concrete, weare

ensuring Marshalls remains the partner ofchoice

for building a sustainable future.

Board changes

On 27 November 2025, Matt Pullen stepped down

from the Board as Chief Executive. On behalf

oftheDirectors, I would like to thank Matt for his

contribution, particularly his work in developing

the‘Transform & Grow’ strategy. Following Matt’s

departure, Simon Bourne was appointed Interim

Chief Executive Officer and the Board initiated a

formal search process with independent advisers,

including robust assessment of internal and

external candidates. On 19 January 2026, we

appointed Simon as Chief Executive Officer with

immediate effect. Simon has been with the Group

for more than a decade in senior operational and

commercial roles and has been a member of the

Board since 2022. His appointment reflects the

Board’s focus on execution and our desire to

accelerate delivery of ‘Transform & Grow’ with

continuity and operational leadership. The Board

does not intend to appoint a separate Chief

Commercial Officer. Commercial leadership is now

embedded within the Executive team and divisional

leadership structure, with the Chief Executive Officer

retaining overall accountability for the Group’s

commercial agenda.

During the year, we were pleased to welcome Paul

Inman as a Non-Executive Director. Paul joined us in

September 2025 as part of our planned succession

for Graham Prothero, who has served a nine-year

term and in accordance with good governance

standards will not stand for re-election at the 2026

AGM. On behalf of the Board, I would like to thank

Graham for his dedicated service and wise counsel

over the last decade and wish him the best in his

future endeavours.

Outlook

Market activity levels in the first two months of

2026 remained consistent with the close of 2025,

although they were affected by persistent rainfall.

Against this backdrop, our priority in 2026 is the

disciplined implementation of ‘Transform & Grow’

todrive improved operating margins and strong

cash generation, supported by tight control of our

costs, working capital and capital expenditure.

Thiswill be underpinned by sharper execution

Social

As a responsible business, we remain guided

bytheUN Global Compact and committed to

theUN Sustainable Development Goals (SDGs),

underpinned by The Marshalls Way and our

purposeof ‘Building Tomorrow’s World’.

The Board places the health, safety and wellbeing

ofour colleagues at the centre of its oversight

andis committed to fostering an inclusive,

high-performance culture where people can

developand thrive. We have maintained our

focuson responsible supply chains, applying

comprehensive human rights due diligence,

particularly as we expand in high-growth areas

likesolar. We are proud to have retained our

statusas a Living Wage employer and Fair Tax

Markholder for over a decade, reflecting our

enduring commitment todoing business the

right way.

Governance

Strong governance remains fundamental to how

werun Marshalls. Our Corporate Governance

Statement on pages 64 to 78 sets out how we

haveapplied the principles of the UK Corporate

Governance Code (the “UK Code”) and maintained

high standards of Board leadership, accountability

andtransparency.

The Board’s agenda during the year balanced

oversight of strategy execution, leadership

succession and culture with detailed scrutiny

ofrisk, internal controls and financial reporting.

Wehave also continued our readiness activities

forthe changes in the UK Code which come into

effect from January 2026.

We continue to engage transparently with

shareholders and wider stakeholders to ensure our

stewardship remains aligned with their long-term

interests. Details on this can be found in our

Stakeholder Engagement section on

pages 26 to 30.

through intensifying our pace, tightening our focus,

and improving performance, ensuring teams

throughout our businesses are aligned behind

priorities that will improve margin, cash and

service outcomes.

The Board is mindful of the conflict in the Middle

East. However, in the absence of clarity on the

impact of the conflict on our end markets and

costbase, our expectations for the year remain

unchanged and the Board is confident of driving

amaterial increase in profitability and returns over

the medium-term.

Vanda Murray OBE

Chair

16 March 2026

Marshalls plc Annual Report & Accounts 2025Strategic Report Financial StatementsGovernance 7

I would like to thank our colleagues across

the Group for their dedication during a year of

significant change. Our people are the bedrock

of our business, and their commitment to

safety, customer service and our values has

remained steady in challenging conditions.

With a renewed leadership team and a clear

strategy in place, I am confident that our

high-performance culture will continue to

driveour transformation and future success.

X Read more about our people on pages 33 to 35

Our people

Chief Executive Officer’s Statement

Simon Bourne

Chief Executive Officer

Summary

• Returned the Group to revenue growth

by delivering momentum in Roofing and

Building Products

• Delivered performance in line with revised

expectations, while taking targeted actions

to stabilise Landscaping and protect

futurereturns

• Reinforced the Landscaping Products

improvement plan, delivering £3 million

of in-year savings and securing a further

£8million savings for 2026

• Scaled regulation and infrastructure

aligned growth engines, including Viridian

Solar revenue growth of c.32% and Water

Management strengthening its position

through key framework agreements

aheadof AMP8

• Improved safety performance, with LTIFR

down to 1.54 (2024: 2.34)

• Maintained strong cash conversion and

ended the year with pre-IFRS 16 net debt

of £137.9million, supported by strict

workingcapital management

With a clear focus on pace and

execution, we are reinforcing the

delivery of our ‘Transform & Grow’

strategy to unlock the full potential

ofour diversified portfolio. Guided by

our purpose of ‘Building Tomorrow’s

World’, we have taken decisive

actionto drive resilience today while

building a stronger, more profitable

business for the future.

Overview

It is a privilege to lead Marshalls as Chief Executive

Officer at this pivotal time. Having joined the Group

in 2015, I have worked alongside colleagues across

our businesses through a period of significant

change – including the evolution from a Landscaping

leader into a more diversified building products

manufacturer and sustainable solutions providerfor

the built environment. Having played an integralrolein

developing our ‘Transform & Grow’ strategy, I amfully

committed to the direction we have set. My focusnow

is on delivery: moving faster on the priorities that matter

and executing with greater discipline, ensuring that we

translate our strategic intent into operational reality.

2025 was a demanding year for Marshalls. Our

core markets remained subdued for longer than we

originally expected, particularly in new build housing

and housing repair, maintenance and improvement

(RMI), and this continued to weigh on demand

for our products. Despite this backdrop, the Group

returned to revenue growth, a testament to the

strength of our diversified portfolio. This performance

was driven by our Roofing and Building Products

divisions, where the scaling of our growth engines

–specifically Viridian Solar and Water Management–

is now delivering material contributions that help offset

cyclical weakness elsewhere in the portfolio.

We have not stood still. Facing market headwinds, we

took necessary, and sometimes difficult, decisions

to reset our cost base, simplify our portfolio and

optimise our manufacturing network. We are not

managing the business on the assumption of a rapid

cyclical recovery. Our priority is to execute ‘Transform

& Grow’ with discipline to improve performance in the

current market, leaving the Group well positioned to

outperform as demand improves. We will be selective

with the activity we undertake, ensuring it moves the

dial positively from a P&L perspective, giving us the

launch pad to grow in the areas we believe will have

the greatest future impact for our business.

Trading performance

Our financial performance in 2025 reflects the

discipline we have applied across the Group. It is

encouraging to see revenue return to growth, increasing

by 2% to £632.1 million (2024: £619.2million), driven

by the momentum in our Roofing and Building

Products segments. While profitability was impacted

by a lower-margin mix in Landscaping and targeted

price investments to secure volume in key channels,

our adjusted operating profit of £56.4million (2024:

£66.7million) was delivered in line with the revised

expectations we set inJuly 2025.

Cash and capital discipline remained central.

Wemaintained tight control of working capital

and capital expenditure, delivering another year

ofstrong cash conversion, with operating cash

flow at 88% of EBITDA, and we ended the year with

net debt of £137.9 million (2024: £133.9 million).

Thisoperational rigour underpinned the successful

refinancing of our bank facility in November, securing

a new £270 million facility on equivalent terms that

provides medium-term stability and the flexibility

toinvest selectively throughout the cycle.

X Further details on the performance of the Group’s

reporting segments are provided on pages 20 to 22

Executing ‘Transform & Grow’

Strengthening our brand powerhouses

Landscaping has been the most challenged part of

the Group, and the external backdrop has remained

difficult. Subdued demand and cyclical overcapacity

impacted pricing, while customer “value engineering”

has shifted volumes towards lower-margin commodity

products. Against that context, our focus has been

to reset the business to perform profitably at current

demand levels – reducing complexity, aligning

capacity to the market and pivoting from volume

towards specification-led value.

Our improvement plan is now delivering tangible

results. We accelerated manufacturing and overhead

optimisation, delivering £3 million of cost savings in

2025 and remaining on track to achieve £11 million

of annualised savings by 2026. We also simplified

the portfolio to reduce complexity and working

capital intensity, including reducing SKU count by

30% and focusing sales effort on higher-margin,

value-added ranges.

Commercial discipline has been strengthened

through refreshed leadership, clearer product

portfolio architecture (“good-better-best”), and

tighter governance of pricing, discounting and

margin. Alongside improvements in service

performance and availability, we have seen

these actions being recognised by customers,

with Marshalls winning several Supplier of the

Year awards, all while protecting profitability.

There is more to do, but the business exits

2025 with a stabilised cost base and improving

operational traction.

Marshalls plc Annual Report & Accounts 2025Strategic Report Financial StatementsGovernance 8

Chief Executive Officer’s Statement continued

Executing ‘Transform & Grow’ continued

Strengthening our brand powerhouses continued

While our immediate priority has been the

operational turnaround, the underlying strength

of the Marshalls Landscaping brand remains

undisputed. Our distinctive, national specification-

led sales model continues to differentiate us from

competitors, allowing us to influence projects at the

design stage and pull demand through the supply

chain. Crucially, this commercial advantage is now

supported by a leaner, more efficient cost base. We

are not just waiting for the market to come back; we

have rebuilt Marshalls’ Landscaping business to be

profitable in the current market, making a recovery

the catalyst for outperformance.

Marley navigated a more challenging trading and

operational backdrop in 2025. Market conditions

softened in the second half, reflecting reduced

confidence across both new build and RMI, while

structural shifts in new build weighed on volume.

The increasing adoption of solar under Part L

is reducing demand for traditional roof tiles,

and additional industry capacity has increased

competitive intensity in certain categories.

Against this backdrop, we remained focused

on margin protection, service performance and

disciplined trading. Within tiles, our clay tile business

gained market share as pricing normalised following

the stabilisation of gas costs, narrowing the price

premium to concrete tiles. While overall tile volumes

remain influenced by end market softness and rising

solar penetration, we expect clay to continue to

perform comparatively well in 2026.

We are strengthening Marley’s competitive position

through targeted capital investment to modernise

manufacturing lines, improve productivity and

reinforce service resilience, alongside continued focus

on customer partnerships and specification-led selling.

In 2026, our priority is to maintain and selectively grow

market share, improve manufacturing efficiency and

protect returns through the cycle.

Scaling our growth engines

Our growth engines underline the value of a more

diversified portfolio by further reducing our reliance

on discretionary consumer spend and increasing

exposure to regulation-led and infrastructure-driven

demand. By capitalising on powerful structural

tailwinds – from energy efficiency to climate adaptation

– we are pivoting the business towards growing

markets that offer the potential for significant

long-term value creation.

Viridian Solar has delivered a standout performance,

achieving revenue growth of c.32% for the year. This

trajectory is underpinned by the structural shift in

building regulations (Part L), which has accelerated

the adoption of our roof-integrated solar product.

With the Future Homes Standard expected to mandate

further energy efficiency standards, we are continuing

to invest in Viridian Solar to maintain our market

leadership in this rapidly expanding market.

In Water Management, we have successfully pivoted

our focus towards the wider infrastructure sector.

With regulated investment, flood resilience and

Sustainable Drainage System (SuDS) requirements

becoming increasingly important, we have invested in

engineering capability and strengthened our route to

market. By securing framework agreements with Tier1

contractors, we have established a strong foothold

ahead of the AMP8 investment cycle. This positioning

will allow us to unlock significant opportunities in water

infrastructure and wastewater management, areas

where we expect to see a structural growth in demand.

The Board expects to consider a comprehensive

business case in the first half of 2026 to enable

scalable, flexible capacity expansion.

In Bricks & Masonry, trading reflected the continued

challenges in the new build housing market during

the year, with volumes impacted by lower demand

and increased supply-side competition. Despite this

reduction in activity, we successfully maintained

trading margins through disciplined pricing and cost

control. Our conviction in the long-term strategy

remains unchanged; as housing output recovers,

our concrete bricks offer a lower-carbon, cost-

effective alternative to traditional clay, positioning

the business to recover volume and drive future

value. However, in 2026, investment will continue

to be tightly controlled, balancing readiness for

recovery with prudent capital allocation until

activitylevels in new housing improve.

CEO priorities

Strategic continuity, sharper execution

Following my appointment as CEO, my immediate priority is sharper execution of our ‘Transform & Grow’ strategy – intensifying the pace with which we take

decisions, focusing our attention on activities that drive value and improving performance throughout our businesses.

Pace. Focus. Performance.

Delivery-led organisation Selective in what we do Commercial excellence

Flattening the structure Prioritised investment Enhancing financial transparency

Agile decision making Linking workforce plans to value Aligning incentives to outcomes

Seamless customer integration Refreshing product portfolio & NPD Expanding sales & product training

Marshalls plc Annual Report & Accounts 2025Strategic Report Financial StatementsGovernance 9

Chief Executive Officer’s Statement continued

Sustainability and innovation

Sustainability is increasingly a source of

commercial advantage for Marshalls. Our strategy

targets two critical customer needs: decarbonising

the built environment and adapting to a changing

climate. This year, Viridian Solar played a key role

in helping customers meet strict energy efficiency

requirements and, going forward, we believe our

lower-carbon concrete bricks will support specifiers

in meeting increasingly robust stakeholder demands

with respect to embodied carbon. In parallel, our

Water Management division is working to secure

specifications on major projects which will provide

essential infrastructure needed to deliver flood

resilience and effective water handling.

Our progress is anchored by rigorous data. We

have continued to invest in materials innovation,

including our CarbonStep technologies as part of

our cement replacement programme. Crucially,

we are translating this into customer value by

expanding our Environmental Product Declarations

(EPDs), providing the verifiable data increasingly

required for project tenders. With our net-zero

targets validated by the SBTi, our roadmap is clear,

and we are executing it with commercial focus.

Customers and commercial excellence

Reconnecting with our customers has been

a key priority this year. Over the past twelve

months, we have refreshed our Landscaping

Products commercial leadership team, clarified

responsibilities across sales, marketing and

specification, and reset expectations around

howwe show up for our customers day to day.

We have also reshaped how we go to market.

Amore disciplined account segmentation model,

clearer frameworks for pricing and discounting, and

better use of data and CRM tools are helping our

teams focus on meeting our customers’ needs, with

the right offers, at the right times. While there is more

to do, these changes are already translating into

stronger commercial consistency and improving

service performance across key product lines.

Listening and partnership are central to this shift.

We have stepped up joint planning with our largest

distributors and merchant partners, increased the

cadence of customer forums and feedback surveys,

and built these insights directly into our product,

service and investment decisions. In 2026, we will

continue to deepen these relationships, embed

our commercial playbooks across every business

and monitor customer experience consistently, so

that choosing Marshalls is synonymous with ease,

reliability and value.

Our colleagues and culture

This has undoubtedly been a demanding year for

our people. The restructuring required to right-size

our cost base in the Landscaping business has

involved difficult decisions and the departure

of valued colleagues. On behalf of the Board,

Iwould like to express my gratitude to all of our

teams for the resilience and professionalism they

have demonstrated throughout this period of

significant change.

Throughout the transformation, safety has

remained our absolute priority and I am pleased

to report that our lost time injury frequency rate

(LTIFR) has improved to 1.54 (2024: 2.34), reflecting

the rigorous application of our safety standards

across our manufacturing network even during

times of operational change.

Beyond safety, we are investing heavily in skills and

leadership to build the capabilities required for our

next phase of growth. This commitment extends to

the next generation, with 145 apprentices currently

developing their careers across the Group.

Engagement has been vital in navigating the

challenges of the past year. Through regular and

transparent dialogue with our Employee Voice

Group and our Group-wide engagement survey,

we have sought to keep colleagues connected

to our purpose and supported through the

Group’stransformation.

Looking forward

As we move into 2026, we continue to plan on

the basis that markets remain mixed, and we are

not relying on a sharp cyclical recovery. However,

we enter the year with stronger foundations: a

cost base aligned to demand, a clearer portfolio,

improved data and a sharper focus on our

customers and execution. We must now build

on those foundations with a focus on strategic

execution from the boardroom to the shop floor.

Our priorities for the coming year are clear. We will:

(1) complete the Landscaping turnaround and convert

the planned cost savings into profit, (2)continue

toraise service levels and strengthen commercial

discipline across the Group, and (3)scale our

growth engines to capture the structural demand

linked to regulation, energy and infrastructure

investment cycles.

If we execute well, we expect an improved financial

performance in 2026, even if volumes remain

subdued, and we will be well placed to outperform

the market when demand improves.

Simon Bourne

Chief Executive Officer

16 March 2026

Marshalls plc Annual Report & Accounts 2025Strategic Report Financial StatementsGovernance 10

Our Strategy

Our purpose: ‘Building Tomorrow’s World’

Our strategy: ‘Transform & Grow’

Our vision: To be the customer’s first choice for

building materials and infrastructure solutions

Business excellence

Investing in technology and systems to drive

ouroperationalandcommercial excellence.

Leadership in ESG

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.

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

Marshalls plc Annual Report & Accounts 2025Strategic Report Financial StatementsGovernance 11

Strategy in Action: Brand Powerhouses

Brand

Powerhouses

Diversification across brands, categories and end

markets is a strategic advantage that spreads our risk

while creating flexibility to pursue future opportunities.

MARLEY ROOFING

Protecting margins in a changing

roof tile market

As solar adoption under Part L continued to

reshape new build demand and competitive

intensity increased in certain categories,

Marley stayed focused on margin protection

and service performance. Clay tiles gained

share as the price premium narrowed,

and targeted investment to strengthen

manufacturing efficiency and availability

is underway.

+6ppts

market share (clay tiles)

Building a leaner, more agile

Landscaping business

In a subdued market we reshaped the business

to perform profitably at current demand levels

– cutting complexity, right-sizing the cost base

and sharpening pricing and mix discipline. As

volumes recover, the combination of a lower

fixed cost base, better mix and operating

leverage provides clear upside potential.

Medium-term operating margin target:

≥12%

MARSHALLS LANDSCAPING

Marshalls plc Annual Report & Accounts 2025Strategic Report Financial StatementsGovernance 12

Strategy in Action: Growth Engines

Growth

Engines

Targeted investment in our growth engines –

ViridianSolar, Marshalls Bricks and Marshalls

WaterManagement – to drive significant market

outperformance in attractive end markets.

Delivering growth in our core

housing markets and winning new

infrastructure business

We have built the foundations for the next

phase of growth: improved service, scaled

operational capacity and stronger engagement

with Tier 1 contractors and specifiers through

framework agreements. Our focus now shifts

to converting the design pipeline into orders

and deliveries as AMP8 mobilisation translates

into on-the-ground activity.

£44bn

estimated new infrastructure investment

overAMP8 cycle

MARSHALLS WATER MANAGEMENT

Robust price and margin realisation

in challenging markets

Disciplined decisions have protected margin

against a backdrop of increased supply and

subdued demand. While we remain confident

in the medium-term opportunity, supported by

a recovery in new housing and a shift towards

lower-carbon products, costs will remain

controlled until activity levels improve.

Trading margins

maintained

year-on-year

MARSHALLS BRICKS &MASONRY

VIRIDIAN SOLAR

Protecting market leadership

Viridian delivered strong growth as housebuilders

implemented Part L, supported by best-in-class

product performance and a differentiated

service model. As Part L adoption becomes

embedded, our priority is to protect and

extend market leadership through continued

investment in product, customer service and

operational resilience, while expanding ArcBox

into international markets.

2025 revenue growth

32%

Marshalls plc Annual Report & Accounts 2025Strategic Report Financial StatementsGovernance 13

Our Markets

Navigating the cycle

Managing the cycle

The UK construction market in 2025 remained structurally under-

supplied in housing and infrastructure but continued to operate

within a cyclical slowdown. While inflation moderated, interest rates

remained elevated relative to the previous decade, constraining

affordability, mortgage approvals and investor confidence.

For Marshalls, the principal headwinds were in private housing and

discretionary RMI. These conditions impacted volumes across

Landscaping and certain Commercial product lines and represented

the most significant drag on Group performance in 2025. The year was

therefore characterised not only by market pressure but by deliberate

operational repositioning.

New build housing – positioned for recovery

Private housing output remained subdued, with developers prioritising

cash generation, disciplined build rates and completion of existing

sites. The Construction Products Association (CPA) forecasts gradual

improvement through 2026 as rates ease; however, recovery is

expected to be measured.

Landscaping demand lags housing starts due to its completion-

driven installation profile. It sits at the intersection of housebuilder

completion schedules, installer capacity and merchant inventory

levels. As a result, volume recovery is influenced not only by housing

starts but by working capital discipline within the distribution channel

and consumer confidence at the point of installation.

In response, we aligned capacity to realistic demand assumptions

and strengthened commercial governance across the business.

Manufacturing optimisation, improved logistics discipline and tighter

pricing architecture have created a leaner and more agile operating

platform. As activity stabilises, we are positioned to translate

incremental market recovery into margin progression through

operating leverage and improved mix discipline.

Housing RMI – strengthening our commercial engine

The RMI market demonstrated a clear divergence between essential

and discretionary spend. Roofing categories remained comparatively

resilient, reflecting maintenance-led demand, regulatory standards

and defined replacement cycles. Marley therefore continues to provide

structural balance within the Group, spanning both new build roofing

and repair activity and reducing reliance on discretionary expenditure.

Larger aesthetic landscaping projects were deferred as households

prioritised essential expenditure. In response, 2025 was a year of

structural commercial reset within Landscaping.

Customer intimacy now means structuring the business around the

needs of the market rather than internal process. We have introduced

a clearer operating rhythm that drives consistent, measurable sales

activity – including improved contact frequency, more mature

commercial conversations and a sharper focus on share-of-wallet

growth. Forecasting discipline is now directly linked to trading and

promotional calendars, ensuring alignment between demand planning,

stock positioning and customer activity.

Operational excellence focuses on making Marshalls easier to trade

with than competitors. We have simplified our manufacturing and

logistics platform, improved availability and service consistency, and

reduced complexity across the network. The objective is consistent

service performance delivered from a cost-efficient platform.

Product leadership balances accessibility and innovation. In a market

requiring both cost sensitivity and differentiation, we have sharpened

our product value ladder – ensuring competitive entry and core ranges

alongside new and innovative solutions that support installers and

merchants in protecting and enhancing their own margins.

Together, these pillars position Marshalls as an enabling partner

– supporting customers in delivering their own strategies more

effectively, rather than competing purely on price. As conditions

stabilise, this integrated commercial engine improves revenue

predictability, margin quality and working capital alignment.

Commercial – disciplined participation

Commercial construction remained mixed, with regeneration and

public realm projects delayed as funding and financing conditions

remained constrained. Education and logistics projects provided

relative resilience, while office and retail activity remained subdued.

Our Commercial Landscaping exposure is weighted towards

specification-led public realm and regeneration schemes, where

planning lead times introduce volatility but offer attractive project

economics. While conversion remains gradual, bidding activity has

improved, supported by strengthened specification relationships

andclearer commercial governance.

How we responded in 2025

• Cost actions: Optimised our manufacturing network to balance

capacity with reduced demand

• Developing commercial and operational excellence: Reset

pricing and discount frameworks, tightened mix management

and focused on higher-value, specification-led opportunities

• Protected cash and capex: Maintained strict control over

working capital and prioritised high-return investments while

deferring non-essential expenditure

• Backed our growth engines: Continued to invest selectively in

Viridian Solar, Water Management and Bricks & Masonry, even

as we controlled costs elsewhere

CPA forecast – total UK construction

2020 2021 2022 2023 2024 2025 2027F2026F

250

200

150

100

£’bn

15%

10%

-5%

-10%

-15%

-20%

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

Marshalls plc Annual Report & Accounts 2025Strategic Report Financial StatementsGovernance 14

Our Markets continued

Infrastructure – regulatory momentum

The transition into AMP8 represents a significant investment cycle

inthe UK water sector. Although deployment has been measured

during the transition year, water companies are planning approximately

£44billion of new infrastructure investment, including substantial

funding for storm overflow mitigation and climate resilience. CPA

forecasts anticipate infrastructure growth of c.4% per annum in 2026

and 2027, with water and sewerage construction growing ahead of

thewider market.

Our Water Management business participates in key AMP8

frameworks and is aligned to flood resilience, SuDS adoption and

surface water management requirements. As frameworks convert into

active delivery, we expect increasing participation in regulatory-driven

infrastructure programmes.

While construction cycles influence near-term performance, Marshalls

is increasingly aligned to structural drivers in infrastructure, regulation

and sustainability.

Our diversified portfolio spans discretionary consumer demand,

essential maintenance categories, specification-led commercial

activity and regulatory-driven infrastructure investment. This

diversification reduces reliance on any single end market and

enhances resilience through the cycle.

Infrastructure and water – structural support

Climate adaptation, flood mitigation and regulatory reform are

drivingsustained investment in water infrastructure. Legislative

focuson Schedule 3 of the Flood and Water Management Act is

accelerating adoption of SuDS, embedding resilience requirements

into planning frameworks.

These drivers directly support our integrated capability in permeable

paving, drainage systems and surface water management solutions.

Decarbonisation and product substitution

The transition to a lower-carbon built environment is reshaping

specification behaviour.

Regulatory developments, including Part L of the Building Regulations

and the forthcoming Future Homes Standard, are increasing energy

efficiency requirements in new housing. This supports structural

penetration growth for roof-integrated solar solutions through Viridian

Solar, even in a subdued housing market.

Embodied carbon considerations are also increasingly material

acrosscommercial and residential construction. Our Bricks & Masonry

business benefits both from lower-carbon product development and

from ongoing substitution dynamics within housing construction,

where cost efficiency and carbon performance influence product

selection. As housing activity stabilises, the business benefits from

operational scale, cost competitiveness and integrated supply

capabilities across the Group, enhancing its ability to compete

effectively in a price-sensitive environment.

Positioned for outperformance

The UK built environment requires renewal across housing supply,

water resilience and energy efficiency.

Marshalls enters 2026 with a simplified structure, leaner cost base

and strengthened commercial operating model. We have clarified

accountability, improved decision speed and embedded a more

disciplined operating model.

The structural actions taken in 2025 have lowered the Group’s

operational breakeven and improved conversion of incremental

revenue into profit, enhancing resilience through the cycle. With

acost base aligned to current demand levels, even modest market

normalisation provides meaningful earnings leverage.

Our objective remains to outperform the UK construction market

through disciplined capital allocation, operational excellence and

structural portfolio rebalancing.

Why diversification matters

• No single market defines our performance: Our exposure to

diverse end markets reduces our reliance on any single sector,

dampening the impact of cyclical downturns

• Balancing the portfolio: While housing and RMI remain core to our

heritage, infrastructure and regulatory-driven demand are growing in

relative importance, providing new avenues for revenue generation

• Aligned to structure, not just cycle: Our growth engines

(Viridian Solar, Water Management and Bricks & Masonry)

aretethered to long-term structural drivers – legislation,

climate adaptation and energy security. These will remain

despite short-term economic fluctuations

• Strategic rebalancing: Our strategy is to proactively

rebalance the Group towards these higher-growth, structural

opportunities over the medium term

Marshalls plc Annual Report & Accounts 2025Strategic Report Financial StatementsGovernance 15

From homes and hospitals to town centres,

roads and water systems, our building

materials and infrastructure solutions power

the projects that shape everyday life.

Enabling the built environment

We transform raw materials into long-lasting, sustainable building

solutions, creating resilient places where communities thrive.

Business Model

‘Building Tomorrow’s World’

OUR KEY RESOURCES…

AND INNOVATIVE SOLUTIONS... ENABLE US TO CREATE LASTING VALUE

We begin with responsibly sourced

andpredominantly British materials that

underpin the quality and performance

ofourproducts.

Raw materials

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 relate

to solar solutions and imported dimensional stone.

By combining engineering expertise, innovation

and an uncompromising commitment to

quality, we transform raw materials into reliable

products that last for generations.

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.

94%

raw materials

sourced from UK

Founding

member

of the Solar

StewardshipInitiative -

see page 37

60%

cement replacement achieved

within our concrete products

85%

of our manufacturing sites

with ISO 9001 accreditation

for quality management

66%

type III verified EPD coverage

Group NPS

OUR DIFFERENTIATORS

Carbon leadership and ESG governance Best-in-class technical and design support Leading brands and specification-led model Operational excellence

Marshalls plc Annual Report & Accounts 2025Strategic Report Financial StatementsGovernance 16

Key Performance Indicators

Measuring our performance

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

Revenue (£’m)

£632.1m

(up 2%)

Adjusted profit before tax (£’m)

£43.7m

(down 16%)

Reported PBT (£’m)

£17.7m

Adjusted EPS (pence)

13.4p

Reported EPS (pence)

5.7p

Adjusted return on capital employed (ROCE) (%)

7.0%

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 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

Increase of 2% despite subdued markets in 2025.

Performance

Profit has been adversely impacted by lower-margin mix

in Landscaping and targeted price investments to secure

volume in key channels. This was partially offset by the

benefits of cost and capacity reduction implemented in 2025.

Performance

EPS has been adversely impacted byweaker operating profit

partially offset by lower finance costs. The effective tax rate

is broadly unchanged.

Performance

Adjusted ROCE for 2025 is 7% (2024: 8.2%) due

to weaker profitability. ROCE is defined as EBITA/

shareholders’ funds plus net debt.

Principal risks

• Competitor activity and new technology

• Macro-economic and political

• Security of raw material supply/raw material shortages

• Threat from new technologies andbusiness models

• Delivery of strategic programmes

Principal risks

• Competitor activity and new technology

• Macro-economic and political

• Cyber systems, security and technology

• Security of raw material supply/raw material shortages

• Delivery of strategic programmes

Principal risks

• Competitor activity and new technology

• Macro-economic and political

• Cyber systems, security and technology

• Security of raw material supply/raw material shortages

• Delivery of strategic programmes

Principal risks

• Competitor activity and new technology

• Macro-economic and political

• Delivery of strategic programmes

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

Stakeholder linkage

• Customers

• Suppliers

• Employees

• Communities

Stakeholder linkage

• Shareholders

• Employees

Stakeholder linkage

• Shareholders

• Government

Stakeholder linkage

• Shareholders

• Employees

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

LTIPAI LTIPAI LTIPAI LTIPAI

589.3

719.4

671.2

619.2

632.1

2021 2022 2023 2024 2025

73.3

90.4

53.3

52.2

43.7

2021 2022 2023 2024 2025

29.2

31.3

16.7

16.0

13.4

2021 2022 2023 2024 2025

20.6

13.3

8.4

8.2

7.0

2021 2022 2023 2024 2025

Marshalls plc Annual Report & Accounts 2025Strategic Report Financial StatementsGovernance 17

Key Performance Indicators continued

Pre-IFRS 16 net debt (£’m)

£137.9m

Adjusted operating cashflow

conversion (OCF) (%)

88%

OCF:EBITDA (rolling annual basis)

Health and safety (lost time injury

frequencyrate)**

1.54

** Health and safety performance cannot be directly

compared to years prior to 2024 due to integration

ofMarley data.

190.7

172.9

133.9

137.9

2021 2022 2023 2024 2025

80%

91%

106% 106%

88%

2021 2022 2023 2024 2025

44,689

2.34

42,361

1.54

39,725

37,835

36,756

2021 20242022 20252023 2024 2025

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 £137.9million at 31 December 2025

(2024: £133.9 million). The year-on-year increase reflected

lower EBITDA, higher finance cost payments and a greater

working capital investment, alongside increased capital

expenditure and cash outflows associated with adjusting

items, including the final contingent consideration payment

in respect of Viridian Solar and cash restructuring costs.

Performance

Adjusted operating cash flow was88% of EBITDA, reflecting

strong working capital management.

Performance

Our absolute Scope 1 and 2 emissions have decreased in

2025. Absolute emissions remain well within our approved

Group science-based target pathway. Though the KPI related

to remuneration has changed to carbon reduction projects,

itis interlinked with our roadmap to net-zero by 2050.

Performance

In 2025 the lost time injury frequency rate per million

hours worked was 1.54. Having integrated our health

and safety data, we can now report a comparison to

the previous year.

Principal risks

• Macro-economic and political

• Security of raw material supply/raw material shortages

Principal risks

• Macro-economic and political

• Security of raw material supply/raw material shortages

Principal risks

• Security of raw material supply

• Legal and ethical

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

• Mitigation and adaptation strategy

• Materials research and development

• Climate risk analysis

Risk mitigation

• Positive safety culture

• Compliance procedures and policies

• Employee training

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

• Regulators

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

Climate change (%)*

decrease in absolute carbon emissions in 2025

* Prior year data restated - see page 39.

Links to remuneration

Annual incentive award

Long-term Incentive Plan

LTIP

LTIPAI LTIPAI LTIPAI

Marshalls plc Annual Report & Accounts 2025Strategic Report Financial StatementsGovernance 18

Summary of Group Performance

Our diversified portfolio

continues to provide

balance through the cycle

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

decisive management actions taken in 2025 and the benefit of its diversification strategy. The Group’s adjusted results

are set out in the following table.

£’m 2025 2024 Change %

Revenue 632.1 619.2 2%

Adjusted net operating costs (575.7) (552.5) (4%)

Adjusted operating profit 56.4 66.7 (15%)

Adjusted net finance expenses (12.7) (14.5) 12%

Adjusted profit before taxation 43.7 52.2 (16%)

Adjusted taxation (9.7) (11.7) 17%

Adjusted profit after taxation 34.0 40.5 (16%)

Adjusted EPS – pence 13.4p 16.0p (16%)

Proposed full-year dividend – pence 6.7p 8.0p (16%)

Group revenue was £632.1 million (2024: £619.2 million), which is 2% higher than 2024. This reflected growth of 4%

in both Building and Roofing Products, partially offset by a modest contraction of 1% in Landscaping Products. Group

adjusted operating profit was £56.4 million, which is £10.3 million lower than 2024, reflecting a significant reduction

in profitability in Landscaping Products and a modest contraction in Building Products, partially offset by growth in

Roofing Products. Group adjusted operating margin decreased by 1.9ppts to 8.9% (2024: 10.8%).

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

£’m 2025 2024 Change %

Landscaping Products 0.6 10.7 (94%)

Building Products 13.0 14.1 (8%)

Roofing Products 50.2 49.4 2%

Central costs (7.4) (7.5) 1%

Adjusted operating profit 56.4 66.7 (15%)

Further details of the segmental performance are set out on pages 20 to 22.

Adjusted net finance expenses were £12.7 million (2024: £14.5 million). These expenses comprised financing costs

associated with the Group’s bank borrowings of £11.3 million (2024: £12.5 million), IFRS 16 lease interest of £2.0 million

(2024: £1.7 million) and a pension related credit of £0.6 million (2024: £0.3 million charge). The reduction in adjusted

net finance expenses in 2025 reflects the impact of lower average drawn borrowings and base rates, together with a net

benefit from pension interest.

Adjusted profit before tax was £43.7 million (2024: £52.2 million). The adjusted effective tax rate was 22% (2024: 22%),

reflecting the UK headline corporation tax rate partially offset by the benefit of a patent box arrangement. Adjusted

earnings per share was 13.4 pence (2024: 16.0 pence), which is a 16% reduction year-on-year reflecting the

weakerprofitability.

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

£’m 2025 2024 Change %

Adjusted operating profit 56.4 66.7 (15%)

Adjusting items affecting operating profit (24.4) (12.8) (91%)

Operating profit 32.0 53.9 (41%)

Net finance expenses (12.7) (14.5) 12%

Adjusting items affecting finance expenses (1.6) — —

Profit before taxation 17.7 39.4 (55%)

EPS – pence 5.7 12.3 (54%)

Reported profit before tax was £26.0 million lower than the adjusted result at £17.7 million (2024: £39.4 million),

reflecting the impact of the adjusting items. On a reported basis, the effective tax rate is 18.6%. Reported earnings

per share was 5.7 pence (2024: 12.3 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 affecting operating profit totalling

£24.4million as summarised in the following table, further details are set out at Note 4.

£’m 2025 2024

Amortisation of intangible assets arising on acquisitions 10.3 10.4

Restructuring and impairment charges 14.1 —

Transformation costs — 2.5

Contingent consideration — 1.6

Significant property sales — (1.7)

Adjusting items within operating profit 24.4 12.8

Adjusting items within net finance expenses 1.6 —

Adjusting items within profit before taxation 26.0 12.8

Adjusting items in 2025 totalled £26.0 million (2024: £12.8 million). Adjusting items within operating profit were

£24.4million (2024: £12.8 million) and comprised non-cash amortisation of intangible assets arising on acquisitions

of£10.3 million (2024: £10.4 million) and restructuring and impairment charges of £14.1 million (2024: £nil) arising

from a partial site closure and other cost reduction actions. In total, adjusting items comprises non-cash charges

of £18.6 million and cash costs of £7.4 million, of which £3.7 million was settled in 2025. Adjusting items within

net finance expenses were £1.6 million (2024: £nil), relating to the write-off of unamortised bank arrangement fees

consequent to the renewal of the Group’s banking facilities.

Further details of the adjusting items arising in 2025 are set out in Note 4.

Marshalls plc Annual Report & Accounts 2025Strategic Report Financial StatementsGovernance 19

Segmental Review

Landscaping Products

Improved revenue trend – building blocks in place for improved profitability

Reinforcing the delivery of

the Landscaping Products

improvement plan

Marshalls Landscaping

We have acted with urgency to reset the

profitability of the Landscaping business in

a market that has remained subdued, with

overcapacity and value engineering continuing

to pressure pricing and mix. The Landscaping

Products improvement plan progressed

materially through 2025 and is reshaping the

division into a leaner, more agile operation

aligned to current demand levels.

Execution in 2025 focused on three areas.

First, we accelerated optimisation of the

manufacturing footprint and overhead base,

delivering c.£3 million of cost savings in the year

and remaining on track to deliver £11million of

annualised savings by the end of 2026. Second,

we simplified the product portfolio to reduce

complexity and working capital intensity, reducing

SKU count by c.30% and sharpening sales

focus towards higher-value ranges. Third, we

strengthened commercial discipline through

refreshed leadership, clearer portfolio architecture

(“good-better-best”) and tighter governance of

pricing, discounting and margin. These actions

are supporting volume growth in ourcore

commercial and domestic markets while

building a foundation for a recovery

inprofitability.

Drive greater value from distinctive national

specification pull model

Marshalls Landscaping is a market leader,

differentiated by a national, specification-led

selling model and a broad customer base

across end markets, supported by a national

manufacturing and distribution network. Our

strategic imperative remains to drive greater

value from this model, with an increased focus

on margin recovery and disciplined execution.

Our strategy is to: (i) reinforce leadership

in our commercial heartlands and increase

penetration in higher-margin specified

commercial & infrastructure applications,

where there remains headroom for growth;

and (ii) strengthen our residential proposition,

improving mix and margin through clearer

value tiers and sharper go-to-market execution.

Delivery is underpinned by four priorities:

securing specification earlier in the project

lifecycle, deepening long-term customer

partnerships, reinvigorating the portfolio

through targeted innovation and simplification,

and continuing to improve manufacturing

efficiency and service performance. Over the

medium term, the business continues to target

revenue outperformance versus the wider

market of one to three percentage points per

annum, with improved profitability driven by a

lower cost base, improved mix and operational

leverage as volumes recover. The business is

targeting revenue outperformance of the wider

market by between 1% and 3% per year.

Landscaping Products derives 43% of its revenues

fromcommercial & infrastructure end markets, 28% from

new housing and 29% from housing RMI. The segment

delivered revenue of £265.8 million (2024: £268.3 million)

a reduction of 1% year on year, reflecting continued market

weakness in the segment’s end markets. This performance

comprised volume growth of 4%, offset by price investment

of 1% and a negative mix impact of 4%, as customers

increasingly favoured lower-margin products. This

resulted in market-share gain in 2025.

2025 2024 Change

£’m £’m %

Revenue 265.8 268.3 (1%)

Segment operating profit 0.6 10.7 (94%)

Segment operating margin % 0.2% 4.0% (3.8ppts)

Segment operating profit reduced to £0.6 million

(2024:£10.7 million), primarily driven by the targeted

price investment, an adverse mix effect and cost inflation,

alongside weaker manufacturing efficiency in UK-quarried

natural stone processing. This was partially offset by

the benefit of volume growth and cost savings from

restructuring actions. These factors resulted in segment

operating margins reducing by 3.8 percentage points to

0.2%.We responded swiftly to the reduction in profitability,

accelerating a comprehensive performance improvement

programme. Restructuring actions taken in 2025 are

expected to deliver £11 million of annualised cost savings,

including the exit from UK quarried natural stone processing,

with around £3 million being realised in the year. These

actions materially reduce the fixed cost base and improve

operational flexibility, enabling the Group to deliver its

national, specification driven model more efficiently.

The business is well positioned to deliver an improved

financial performance in 2026 underpinned by cost

savings and improving mix dynamics.

% share of Group revenue

42%

% revenue by end market

Commercial & infrastructure

New housing

Housing RMI

43%

29%

28%

Marshalls plc Annual Report & Accounts 2025Strategic Report Financial StatementsGovernance 20

Segmental Review continued

Building Products

Strong Water Management performance offset by softness in bricks and lower property income

Marshalls Water Management Marshalls Bricks & Masonry

Reposition to access growth and market

headroom in water infrastructure

Water Management is increasingly aligned

to infrastructure-led demand. By securing

framework agreements with Tier 1 contractors,

investing in engineering and design capability,

and backing this with targeted capital investment

to strengthen capacity and service resilience,

we have built a strong platform ahead of the

AMP8 investment cycle. This positioning

supports growth in water infrastructure and

wastewater management, where regulated

programmes and climate adaptation needs

are expected tounderpin sustained long-term

demand. Thebusiness is targeting revenue

outperformance of the wider market by

between 4% and 6% per year.

Accelerate concrete adoption as

lower-carbon alternative

Bricks & Masonry operated in a challenging

new build housing market in 2025, with

volumes affected by weaker demand and

elevated supply-side competition. Despite this

backdrop, we protected operating margins

through disciplined pricing and cost control.

Our conviction in the medium-term opportunity

is unchanged: as housing activity recovers

and embodied carbon considerations continue

to rise, concrete bricks provide a compelling

lower-carbon, cost-effective alternative to

traditional clay. Consistent with our ‘Transform

& Grow’ approach and disciplined capital

allocation, we are maintaining readiness to

scale but will keep discretionary investment

tightly controlled until there is clearer evidence

of a sustained improvement in new housing

demand. The business is targeting revenue

outperformance of the wider market by

between 8% and 12% per year.

Building Products generates 65% of its revenues from

new housing, 31% from commercial & infrastructure, with

the balance being derived from housing RMI. Revenue

increased by 4% driven by strong delivery in our Water

Management and Mortars business units partially offset

by a contraction in revenue in Bricks & Masonry.

Our Water Management business performed strongly,

delivering growth through successful commercial

execution in both its core housing markets and the

widerinfrastructure sector, supported by improvements

in stock availability and service levels. In Mortars, we have

benefited from a strong service proposition and relatively

modest build rates on housing developments that favours

our ready-to-use mortars. Brick revenues contracted in a

competitive market as we maintained a disciplined pricing

strategy, choosing to protect margin rather than chase

volume at lower prices.

2025 2024 Change

£’m £’m %

Revenue 172.0 164.6 4%

Segment operating profit 13.0 14.1 (8%)

Segment operating margin % 7.6% 8.6% (1.0ppts)

Segment operating profit decreased by 8% to £13.0million,

with segment operating margin reducingby 1.0ppts

to 7.6%. Profitability improved in Water Management,

reflecting higher volumes and an improved mix, and in

Aggregates through improved pricing and operational

efficiency. These improvements were more than offset

by a decline in Bricks due to lower volumes and weaker

fixed cost absorption. Mortars profitability reduced

modestly despite stronger volumes, as cost increases

relating to renewal of the logistics fleet were not fully

recovered through price. In addition, the segment received

lower levels of property income than that generated in

recent years.

% share of Group revenue

27%

% revenue by end market

Commercial & infrastructure

New housing

Housing RMI

31%

65%

Marshalls plc Annual Report & Accounts 2025Strategic Report Financial StatementsGovernance 21

Segmental Review continued

Roofing Products

Strong performance from Viridian Solar drives improved profitability

Marley Roofing Viridian Solar

Strengthen roofing heartlands and drive

share in adjacencies

Marley is the market leader in pitched roofing

products. In 2025, trading conditions softened

in the second half across both new build

and RMI markets and, within tiles, the new

build mix continued to evolve as rising solar

penetration reduced demand for traditional

roof tiles. Additional industry capacity also

increased competitive intensity in certain

categories. Against this backdrop, Marley

remained focused on margin protection,

service performance and disciplined trading,

prioritising the value of the proposition rather

than pursuing low-quality volume.

Under ‘Transform & Grow’, Marley’s strategic

focus is to defend and grow its core roofing

heartlands while expanding share in attractive

adjacencies through the rollout of its full

roof system offer and deeper customer

partnerships. Operational self-help is a

key enabler: targeted capital investment is

underway to modernise core manufacturing

lines, improve productivity and reinforce

service resilience, strengthening Marley’s

ability to deliver consistent returns and high

service levels across a range of market

conditions. Thebusiness is targeting revenue

outperformance of the wider market by

between 1% and 2% per year.

Leverage energy transition tailwinds

toaccelerate growth

Viridian Solar is the UK market leader in

roof-integrated solar for pitched roofs,

supplying primarily into new build housing.

Customers choose Viridian for its best-in-class

integrated product, wrap-around technical

and design support, and high standards of

ESG andsupply chain assurance capabilities

that are increasingly important as specifiers

respond to tightening regulatoryrequirements.

Under ‘Transform & Grow’, Viridian’s strategic

priority is to protect and extend market leadership

as regulation-led adoption increases. We are

doing this by continuing to invest in product

innovation, capacity and supply chain resilience,

and service capability to deliver reliably at scale

while deepening partnerships with national and

regional housebuilders. Part L has been a material

driver of adoption and we continue to monitor

the evolving regulatory pathway which we expect

to further reinforce demand for integrated solar

solutions over the medium term. The business is

targeting revenue outperformance of the wider

market by between 8% and 12% per year.

Approximately 51% of revenues in this segment

are generated from new housing and around 39%

from housing RMI, with the balance generated from

commercial and infrastructure end markets. Revenue in

this reporting segment increased by 4% year on year to

£194.3 million. The improved performance was driven

principally by Viridian Solar, which delivered revenue

growth of 32% for the year, offsetting a modest revenue

reduction from Marley. Viridian Solar revenue growth was

driven by the continued adoption of its market-leading

integrated solar systems by national housebuilders in

response to the Part L (2021) building regulations that

require higher levels of energy efficiency in new homes.

We estimate that by December 2025 the majority of

new houses completed were built to the new regulations

and that growth in 2026 will be more modest and will

moderate through the year.

2025 2024 Change

£’m £’m %

Revenue 194.3 186.3 4%

Segment operating profit 50.2 49.4 2%

Segment operating margin % 25.8% 26.5% (0.7ppts)

Segment operating profit increased to £50.2 million

(2024:£49.4 million), delivering a strong operating

marginof 25.8% (2024: 26.5%). This reflected increased

profitability from Viridian Solar driven by strong volume

growth while maintaining pricing discipline. This was offset

by a lower contribution from Marley, where profitability was

affected by several factors. During the year, the business

experienced short-term operational disruption as it executed

planned changes to improve manufacturing processes. This

reduced stock availability and manufacturing efficiency in

certain product categories, which had an associated effect

on revenue. In addition, shifting market dynamics reduced

volumes in other categories. Targeted capital investment

toimprove efficiency and resilience across Marley’s core

manufacturing lines is underway and will remain a key

focus in 2026, supporting a shift to a more efficient

production process and helping to maintain returns

across a range of market conditions.

% share of Group revenue

31%

% revenue by end market

Commercial & infrastructure

New housing

Housing RMI

10%

39%

51%

Marshalls plc Annual Report & Accounts 2025Strategic Report Financial StatementsGovernance 22

S172 Relevant disclosure Reference

The likely long-term

impact of any decisions

The Board sets the Group’s purpose and strategy and ensures they remain aligned with our culture and ambition. ‘Building Tomorrow’s World’

driveseverything we do.

Pages 11 and 65

Our ‘Transform & Grow’ strategy provides the flexibility to balance long-term goals that support our purpose with the more immediate challenges

arising from cyclical market conditions. This agility continues to underpin the Group’s future success while ensuring that the Board carefully considers

the impact of its decisions on all stakeholders.

Page 11

Through the application of the Group’s risk management framework, the Board assesses the potential consequences of decisions in the short,

medium and long term so that mitigation plans can be developed to prevent, reduce or eliminate risks to the business and its wider stakeholders.

Consideration of risk is integral to all business decisions.

Pages 52 to 60

The Board has adopted a clear capital allocation policy, founded on the principles of security, flexibility and efficiency. Investment in organic growth

opportunities, together with strategic investments that strengthen our competitive advantage, focused on leading brands, best-in-class technical and

design support and carbon leadership, supports the long-term sustainability of the Group. Whilst continuing to reduce leverage within our target range,

we will also consider bolt-on M&A opportunities that align with our strategic objectives, reflecting the importance of agility and flexibility in Board

decision making.

Page 51

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 2025.

Pages 28 and 29 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 28 to 30.

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.

In addition, the Board also receives regular updates from senior

leaders within our business divisions and functions on our progress

with strategic priorities and these updates include relevant

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:

Marshalls plc Annual Report & Accounts 2025Strategic Report Financial StatementsGovernance 23

S172 Relevant disclosure Reference

The interests of the

Company’s employees

The execution of ‘Transform & Grow’ is dependent on engaged, capable and motivated colleagues across the Group. The Marshalls Way guides

the investments we make that develop our talent, drive colleague engagement and build a high-performance culture, and make the Group a “great

place to work”.

Page 33

Health, safety and wellbeing within our operations remain standing items on the agenda at every scheduled Board meeting, in addition to anannual

review by the Board reflecting the Board’s commitment to providing a safe working environment. Our goal is continuous improvement, with the

health and safety performance being linked to the remuneration of our Executive Directors and our senior management team.

Page 35

The Board monitors culture through our engagement mechanisms, including our Employee Voice Group (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 is established as an effective and representative colleague engagement forum. It ensures the Board understands how the decisions it

makes impact our colleagues and our culture and how actions taken under ‘Transform & Grow’ support colleague performance and wellbeing.

Page 33

Our employee engagement surveys enable the Board to understand how our people feel about working for Marshalls. This has been particularly

important in the aftermath of some of the very challenging decisions we have made during the last year, including implementing the changes in

support of our Landscaping improvement plan. The results of these surveys are shared with the Board, together with details of the actions being

taken to address key topics within the feedback. This provides the platform for the Board to challenge how we are ensuring our strategic goal to be

considered a “great place to work” is being addressed in how the business is operated.

Page 33

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 29 and 33

The need to foster the

Company’s business

relationships with suppliers,

customers and others

Customers who value our unique set of capabilities are at the heart of our strategy. Building strong customer relationships requires purposeful

relationship management, grounded in a clear understanding of what drives choice. This has underpinned our success over the longer term and

helped us build our leading brands. The Board has, however, recognised, predominantly through its support of the execution of our Landscaping

improvement plan, that reconnecting with our customers has been a key priority during the last twelve months, ensuring they feel we are showing

up for them day to day.

Pages 11 to 15

Our resilient performance in challenging market conditions during 2025 was supported by regular engagement with both customers and suppliers.

Sector-wide pressure to maintain cost discipline reinforced the need to stay closely connected with these stakeholders to drive short-term

performance and retain agility to continue investing in building long-term relationships.

Page 28

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 and showing sector leadership are key to achieving this.

Pages 11 and 16

Our Section 172(1) Statement continued

Marshalls plc Annual Report & Accounts 2025Strategic Report Financial StatementsGovernance 24

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 updated ESG framework, Built for the Future, drives our

choices and decisions. Through ‘Transform & Grow’ the Board continues to embed environmental and social considerations within operational

improvements and capital investment decisions.

Pages 31 to 40

Our ESG Board Committee oversees and supports the delivery of our ESG strategy, which is driven by our ESG Steering Committee and ensures

that our updated ESG framework, Built for the Future, is aligned with our ‘Transform & Grow’ strategy and our purpose. Our Chief Legal Officer

and Company Secretary leads the implementation of our ESG strategy on a day-to-day basis, with the Board committed to providing constructive

challenge and support.

Pages 31 to 40

Further details of how our ESG framework and its implementation are governed, measured and controlled are set out on page 68.

Page 68

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 framework and was reviewed during 2025.

Page 32

The regulatory implications

ofany decisions

The Board recognises that transformation and growth must be delivered responsibly. 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 77

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 26

High standards of governance, transparency and ethical conduct are fundamental to protecting the Group’s reputation and stakeholder trust.

Boardoversight is supported by robust internal controls, risk management and compliance processes.

Our prioritisation of business excellence, leadership in ESG and ensuring Marshalls is a great place to work underpin our purpose and our strategy,

which are, in turn, powered by our ESG commitments and pillars: road to net-zero, skills and community, and trust and transparency.

Pages 31 to 47

Our strategic objectives underpin our purpose and strategy.

Page 11

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 26 to 30

The Board maintained constructive and transparent engagement with shareholders during 2025, which included open engagement about

performance challenges, leadership changes and our Directors’ Remuneration Policy. The Board recognises that meaningful shareholder

engagement is fundamental to building confidence.

Pages 72 and 73

Our 2025 AGM provided shareholders the opportunity to ask questions and vote in real time to ensure maximum engagement opportunity.

Page 116

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

Pages 115 and 116

Our Section 172(1) Statement continued

Marshalls plc Annual Report & Accounts 2025Strategic Report Financial StatementsGovernance 25

Our stakeholders

Intensifying strategic execution, with everyone on board

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 & Accounts 2025Strategic Report Financial StatementsGovernance 26

Stakeholder Engagement continued

Links to corporate pillars

Shareholder value

Sustainable profitability

Relationship building

Organic expansion

Brand development

Effective capital structure

andcontrol framework

2025 in focus

Our resilience during 2025 demonstrates the

Board and management’s ability to act decisively,

ensuring we remain resilient whilst positioning

ourselves for growth and market outperformance

in the medium and long term.

Our governance structures guide us in seekingto

take advantage of our strong diversified product

portfolio through our brand powerhouses and

growth engines. Our decision making hasregardto

the interests of our stakeholders. This is ingrained

within our governance processes, both at Board

level and throughout our businesses.

Above all else, the Board prioritises the health

and wellbeing of our colleagues and the safety of

our operations. This guides everything we do and,

alongside our commitment to leadership in ESG,

drives our reputation and our brand and is part of

what makes Marshalls a great place to work.

Although 2025 has seen prolonged market

uncertainty and subdued activity in our key end

markets, the Group has remained resilient whilst

driving the structural transformation that is a key

part of our ‘Transform & Grow’ strategy. The key

outcomes of our balanced approach to decision

making during the last year are the Group’s return

to revenue growth and the operational turnaround

of our Landscaping business that is on track to

achieve £11 million of annualised cost savings in

2026. As we now look ahead to intensifying the

delivery of our ‘Transform & Grow’ strategy, we

recognise that engagement with our stakeholders

has never been more vital.

The Board confidently believes that its decisions

during 2025 had regard to the interests of all

relevant stakeholders and were made in The

Marshalls Way.

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

Board’s agenda and is central to the Board’s

decision making process. The fulfilment of the

Board’s duty under Section 172(1) sits alongside

its consideration of the Group’s capital structure,

capital allocation policy, internal control frameworks

and resilience to existing and emerging risks.

Further details are set out on pages 23 to 25.

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 28 and 29.

Stakeholder considerations and outcomes for

some of the key decisions made by the Board

during 2025 are set out on page 30.

Marshalls’ stakeholder relationships

Engagement with our key stakeholders enables us

to understand their expectations, strengthen our

relationships and ensure our strategicdecisions

make us more resilient today and supports

long-term sustainable growth. Identifying these

stakeholders is key to how we manage our

interactions, helping us to engage positively

andconstructively.

At the core of our approach is a commitment to

open and transparent, two-way communication

with our stakeholders. This dialogue builds

trust, enhances confidence in how we operate,

strengthens our brands, drives loyalty and

generates value for all stakeholders and, in the

long term, ensures we are better able to operate

responsibly, minimise environmental impact and

support long-term investment and growth.

Executing our ‘Transform & Grow’ strategy at

pace requires strong governance throughout the

Group, and we recognise that engagement with

our stakeholders as we accelerate the execution

of‘Transform & Grow’ is critical.

How we engaged

‘Building Tomorrow’s World’ and our

‘Transform & Grow’ strategy are best

achieved with active engagement

with all our key stakeholders.

Marshalls plc Annual Report & Accounts 2025Strategic Report Financial StatementsGovernance 27

Stakeholder Engagement continued

How we engage

Business engagement

• Ongoing engagement with our major customers, ensuring

we continue to reflect their needs in how we operate. Focus

during 2025 has been reconnecting with customers of our

Landscaping business

• Engagement with a panel of our Accredited Installer scheme,

seeking their feedback on behalf of their peers as we evolved

and relaunched our installer scheme, ensuring it serves our

mutual interests

• Our Chief Executive Officer has met with key customers

throughout the year

• Research with housebuilder customers to better understand

their challenges and requirements

• Customer satisfaction survey with merchants, contractors,

installers and housebuilders, aimed at better understanding

customer expectations

• 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

• Working with housebuilders to co-develop new products

andsupport emerging construction methods

• Undertaking journey mapping to identify points of friction

anddeliver targeted service improvements

Board engagement

• The Board receives regular updates on commercial

performance and customer engagement from the CEO

andaspart of regular updates from our business divisions

• The Board has visibility of key customer performance indicators

• Annual strategy days with members of the Board and our

senior management team

Links to corporate pillars

Business engagement

• Centralised Group procurement 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 including 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 total value

of goods. Total value considers 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 audits of the

highest supply risks underpinned by a Supplier Relationship

Management (SRM) system

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

supply chains like China and India 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 supplier data, increasing

supply chain transparency

• Engagement with NGOs, governmental institutions and ethical

consultancies

Board engagement

• The Board receives regular updates on our engagement and

relationships with key suppliers

• Supply chain 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 through regular updates from both the CEO

andour business divisions

• Annual consideration and approval of our Modern Slavery Statement

• Reports on ethical sourcing to the ESG Steering Committee

Links to corporate pillars

Business engagement

• AGM, Annual Report, trading updates and presentations

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

and investor roadshows

• Shareholder and analyst event at Viridian Solar headquarters

• Investor relations website

• The Chair and Chief Legal Officer and Company Secretary

engage on ESG and sustainability

Board engagement

• The Board engaged extensively throughout 2025 on matters

such as financial performance, Remuneration Policy and

leadership changes

• Through regular feedback to the Board by the CEO, CFO,

brokers and PR advisers, particularly following key reporting

events, for example, our half year and full year results and in

2025, following our July trading update

• Investor site visits

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

policymatters)

• Engagement at the Company’s AGM

Links to corporate pillars

Shareholders CustomersSuppliers

Marshalls plc Annual Report & Accounts 2025Strategic Report Financial StatementsGovernance 28

Stakeholder Engagement continued

Colleagues

Business engagement

• Regular dialogue with Government, regulators and

industry groups

• Active membership of the Construction Products

Association, the Mineral Products Association and

Ceramics UK

• Effective and clear policies against bribery and the

elimination of modern slavery with training for colleagues

and business partners

• Training for colleagues on anti-facilitation of tax evasion

and fraud prevention

• Business-wide engagement on the preparation for the

implementation of the Economic Crime and Transparency

Act and associated Companies Act 2006 changes

• Refresh of our data protection framework

Board engagement

• The 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

• Implementation of new ESG reporting software, Envizi,

toimprove data accuracy and processes

• Approved Science Based Targets initiative carbon

reduction targets, including net-zero by 2050

• Tree planting, biodiversity action plans and quarry

restoration programmes

• Sites have a community liaison contact and host local

community meetings, supported by internal procedures

and complaint escalation process as part of our

management systems

• Fundraising and food donations to our charity partner,

The Trussell Trust

• Social value activity aligned with customer priorities

• Engagement with education providers on employability skills

to support the next generation in the construction industry

• Product donations and employee volunteering

• Engagement with UN Global Compact Network UK working

groups on modern slavery and sustainability reporting

• Gold member of Supply Chain Sustainability School

• Sponsored bricklaying training facilities to help address

skilled labour shortages in the construction sector

Board engagement

• Through the ESG Committee, the Board is actively

engaged with the Group’s ESG and sustainability strategy,

including the monitoring 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 the

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

• Regular communication across channels, supporting those employees

working remotely and those without access to Company email, including

thelaunch of our new intranet platform Buzz

• Participation in two Your Voice employee engagement surveys

• Delivery of Insights Discovery training by our internal facilitators as part

ofdriving a high-performance culture

• Development, training and apprenticeship programmes (including

recognition of study completion)

• Continuing to support leadership and talent development programmes

throughout the business

• Working with the Institute of Leadership and Management (ILM) to gain

accreditation of our manager development programme

• Marshalls Learning Zone platform now integrated throughout the Group

• Focus on positive safety culture, supported by health, safety and wellbeing

policies and training programmes

• 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

• 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 with both our high-potential

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

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

Serious Concerns Policy and our external independent partner, Safecall

Links to corporate pillars

How we engage continued

Marshalls plc Annual Report & Accounts 2025Strategic Report Financial StatementsGovernance 29