Volution Group plc Annual Report 2024
Healthier spaces
Cleaner air
Comfort redefined

Our purpose
Healthy air,
sustainably.
Our commitment to our purpose is integral to
everything we do. It shapes our values, steers our
strategy and informs our capital allocation. We are
closely aligned with environmental, health, regulatory
and consumer developments that are reshaping the
world’s expectation of how we live life indoors.
Green Economy Mark
To qualify for the Green Economy Mark,
companies must generate 50% or more of
their total annual revenues from products
and services that contribute to the global
green economy.
Healthier spaces
In modern, well-insulated and airtight buildings,
good ventilation is required to ensure that
we maintain a healthy indoor atmosphere.
Requirements are driven by regulations.
Cleaner air
Volution’s focus on low-carbon products
reduces energy and avoids carbon emissions
from buildings, leading to a cleaner planet.
Comfort redefined
During summer periods, modern buildings
areatriskofoverheating.Ourenergy-efficient
products reduce this risk and create comfortable
living environments.
Front cover image: Employee in our Crawley Facility.
Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Strategic report
02 Financial highlights
03 Sustainability highlights
04 A decade of sustained progress
06 Our business at a glance
08 Investment case
10 Chair’s Statement
12 ChiefExecutiveOfficer’sReview
16 Regional Review
24 Our Business Model
26 Our Solutions
28 Healthier spaces
30 Cleaner air
32 Comfortredefined
34 Our strategy
36 Strategy in action
38 Key Performance Indicators
42 Financial Review
46 Stakeholder Engagement
49 Risk Management and Principal Risks
59 Non-Financial and Sustainability
Information Statement
60 Sustainability at a Glance
60 Sustainability
Governance report
89 Chair’s Introduction to Governance
92 Compliance with the Code
93 Board Diversity Dashboard
94 Board of Directors
96 Governance Framework
99 2024 Board Activities
101 Governance Report
108 Nomination Committee Report
110 Audit Committee Report
117 Directors’ Remuneration Report
130 Directors’ Report
133 Directors’ Responsibility Statement
Financial statements
134 Independent auditors’ report
141 Consolidated Statement
of Comprehensive Income
142 Consolidated Statement
of Financial Position
143 Consolidated Statement
of Changes in Equity
144 Consolidated Statement
of Cash Flows
145 Notes to the Consolidated
Financial Statements
182 Parent Company Statement
of Financial Position
183 Parent Company Statement
of Changes in Equity
184 Parent Company Statement
of Cash Flows
185 Notes to the Parent Company
Financial Statements
Additional information
190 ESG Data
202 Glossary of Technical Terms
203 Shareholder Information
Contents
Healthier spaces page 28
Comfort redefined page 32
Cleaner air page 30
01 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Revenue £m
£347.6m (+8.0% at cc)
Adjusted basic EPS pence
28.0p (+8. 5% )
Adjusted operating cash flow £m
£85.8m (+1 3 . 4% )
Adjusted operating profit £m
£78.0m (+1 1 .7 % )
Adjusted operating profit margin %
22.5% (+120bps)
Reported basic EPS pence
21.6p (+1 3 .7 % )
Dividend pence
9.0p (+12.5%)
Financial highlights
/ Group revenue up 6.0%; +1.5% organic (cc), +6.5% inorganic,
offset by a 2.0% adverse foreign exchange impact.
/ Adjustedoperatingprofitmarginup120bpsto22.5%
(2023: 21.3%) driven by strong UK performance,
withenhancedmixandbenefitsfromwidergroup
value engineering, procurement initiatives
and operational excellence.
/ Excellent cash conversion of 107% (2023: 106%), above our
target of 90%, assisted by further inventory optimisation.
/ Adjusted basic EPS up 8.5% at 28.0 pence (2023: 25.8 pence),
with reported basic EPS at 21.6 pence (2023: 19.0 pence).
/ High return on invested capital maintained: ROIC (pre-tax)
of 27.8% (2023: 27.4%).
/ Proposedfinaldividendof6.2p,bringingtotaldividend
for the year to 9.0p, up 12.5% (2023: 8.0p).
02 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

/ First Group-wide Employee Engagement Survey completed
in the year, strong overall engagement.
/ Our fourth Management Development Programme with 17 internal
participants completes in October 2024.
/ Significantimprovementinreportableaccidentfrequency,down
from 0.30 (2023) to 0.20 (2024) per 100,000 hours worked
/ Continued progress on “product” and “planet” targets
with low-carbon revenue at 70.9% (2023: 70.1%) and
recycled plastics 78.1% (2023: 76.2%), albeit with a small
increase in carbon intensity to 12.8tCO
2
/£m revenue
(2023: 12.3tCO
2
/£m revenue)
/ Our SBTi aligned carbon emissions targets, have been
technicallyvalidatedandfinalevaluationisinprogress.
Employee engagement score
74
Accident frequency rate
0.20
Sales revenue from low-carbon products
70.9%
Scope 1 & 2 carbon intensity (location based)
12.8tCO
2
/£m revenue
Recycled plastic used in our products
78.1%
Sustainability highlights
1. The Group uses some alternative performance measures (APMs) to track and assess the underlying
performanceofthebusiness.Thesemeasuresincludeadjustedoperatingprofit,adjustedoperatingprofit
margin,adjustedprofitbeforetax,adjustedbasicEPS,adjustedoperatingcashflow,returnoninvestedcapital,
net debt, net debt (excluding lease liabilities) and adjusted operating cash conversion. The reconciliation of
theGroup’sreportedprofitbeforetaxtoadjustedprofitmeasuresofperformanceissummarisedinthetable
onpage43andindetailinnote2totheconsolidatedfinancialstatements.Foradefinitionofalltheadjusted
andnon-GAAPmeasures,seetheglossaryoftermsinnote33totheconsolidatedfinancialstatements.
2. Definitions,basisofpreparation,calculationmethodologyandhistoricaldatarelatedtosustainability
KPIs and other measures of sustainability performance can be found on pages 200 to 202.
03 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

120.7
130.2
154.5
185.1
205.7
235.7
216.6
272.6
328.0
347.6
2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
2024
307.7
8.8
11.0
12.6
13.6
14.5
16.0
12.1
21.0
25.8
28.0
2014 2015 2016 2017 2018 2019 2020 20 21 2022 2023
2024
24.0
15.0%
78.1%
2014
2024
43.0%
70.9%
2014
2024
“I remain as excited about the
future of the business as I did a
decade ago. Clear structural drivers
underpin our long-term growth
potential, and we remain committed
to delivering our financial KPIs and
sustainability targets and sustained
value creation for all of our stakeholders.”
Ronnie George
ChiefExecutiveOfficer
A decade of
sustained progress
The group in 2014
Revenue £120.7m
Revenue from Non-UK customers c30%
Number of countries 4
Number of key brands 5
Number of employees 1,008
Use of recycled plastics
in our own products
+63.1pp
Low-carbon
products
+27.9pp
Revenue growth
11.2%
Ten year CAGR
Adjusted earnings per share
12.3%
Ten year CAGR
04 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

36.8
34.1
28.1
25.5
27.9
20.8
19.4
15.1
12.3
12.8
2014 2015 2016 2017 2018 2019 2020 20 21 2022 2 023
2024
12.3
26.5
29.4
32.5
35.6
37.1
42.1
33.7
56.9
69.9
78.0
2014 2015 2016 2017 2018 2019 2020 20 21 2022 2 023
2024
64.9
22.8
27.6
31.1
35.9
34.4
36.9
43.4
56.9
75.7
85.8
2014 2015 2016 2017 2018 2019 2020 20 21 2022 2 023
2024
50.4
A decade of sustained progress continued
The group in 2024
Revenue £347.6m
Revenue from Non-UK customers c60%
Number of countries 17
Number of key brands 22
Number of employees 1,869
Carbon intensity
65.2%
10-year reduction
Adjusted cash flow
14.2%
Ten year CAGR
Adjusted operating profit
11.4%
Ten year CAGR
05 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Revenue
split
Revenue
split
Our business at a glance
What we do
& why we do it
Volution is a leading supplier of ventilation products, catering to
primary markets in the UK, Continental Europe, and Australasia. We
aim to enhance our customers’ experience of ventilation by reducing
energy consumption and improving indoor air quality and comfort.
Our purpose is to provide healthy air, sustainably.
Our solutions
Our key brands
Residential ventilation
The Volution Group’s residential products encompass a broad range
of solutions designed to suit a variety of budgets and applications,
ranging from unitary extractor fans for use in bathrooms and kitchens
tosignificantlyhighervalue,low-carbon,energyefficientwhole
building ventilation systems with heat recovery.
Commercial ventilation
The Volution Group’s commercial products encompass a variety of
extractor fans, as well as mechanical heat recovery units (including
both“fixedvolume”and“demand”systems,someofwhichalso
incorporatehighefficiencycounter-flowheatrecoverycellsforenergy
efficiency),airhandlingunits,fancoilsandhybridventilationsolutions.
31%
New build
23%
Commercial
69%
RMI
77%
Residential
06 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Our business at a glance continued
Colleague numbers
UK 1,026
Continental Europe 692
Australasia 151
Total 1,869
Locations
UK 6
Continental Europe 15
Australasia 6
Total 27
UK Continental
Europe
Australasia
Revenue
£160.8 million
Adjusted operating profit
£40.2 million
Adjusted operating profit margin
25.0%
Read more on page 16
Revenue
£134.4 million
Adjusted operating profit
£32.1 million
Adjusted operating profit margin
23.9%
Read more on page 20
Revenue
£52.4 million
Adjusted operating profit
£11.9 million
Adjusted operating profit margin
22.7%
Read more on page 22
07 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Investment case
Leading product
and technology
offering
Strong brands
and customer
relationships
Successful track
record of value
adding acquisitions
Highly efficient
operating model
Long-term sustainable
growth model
Our differentiated
business case
Our clear compounding
growth model
Market overview – Structural growth drivers
underpin long term growth
Structural undersupply of new homes
Increased urbanisation, stringent planning regulations, slow
construction rates and increases in single person households,
have all contributed to widespread housing shortages. As
Governments react with initiatives to boost housing supply,
we will see increases in demand for our products.
Regulation drives adoption of energy
efficient, higher unit value solutions
The drive to reduce carbon emissions in buildings is increasing
the adoption of heat recovery systems and other energy-
efficientventilationsolutions.Thesesystemsarehigherinvalue
than traditional methods of ventilation, increasing the average
revenue from each application.
Energy efficiency improvements driven
by fuel costs and customer choice
Fuelcostincreasesdriveenergyefficiencyimprovements
to existing homes. In addition, actions such as turning down
thermostats to save energy increases condensation and
mould risk and thus the need for improved ventilation.
Indoor Air Quality awareness and
mould prevention clear link to health
Since Covid, there is far greater awareness of the impact that
poor air quality has on health. This, along will acute focus on
reducing mould in housing will continue to drive demand for
ventilation solutions.
Demand for premium solutions and
upsell to premium ventilation solutions
(silence, aesthetics and controls)
Public housing focus on automation and strong differentiation
in private refurbishment through quieter, more discrete designs
is leading to increasing sales of our value added ventilation
solutions. Heat recovery also represents an increasing
premium demand.
08 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Investment case continued
Organic growth
Value added
acquisitions
Operational
excellence
Sustainability
at our core
Revenue growth
+10% p.a.
Organic revenue growth
+3 to 5%
p.a.
Adjusted operating profit
margin
(% of revenue)
>20%
Adjusted earnings per share
+10% p.a.
Adjusted operating
cash conversion
>90%
Return on Invested Capital
(ROIC)
>20%
Through our
strategic pillars
Delivering attractive
financial returns
09 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Dear shareholder,
I am pleased to report another year of strong performance,
demonstrating the strength and resilience of Volution’s business
model and strategy. In June this year, the Group celebrated its
10-year anniversary since IPO. We are proud of the excellent
progress made over that period, which is testament to our strong
corporate culture, differentiated business model, compounding
growth strategy and consistent delivery. Over that 10-year period,
Volution’s Total Shareholder Return (TSR) was 272%, compared
with the FTSE 250 Index’s TSR of 71%.
Performance and results
Group revenue increased to £347.6 million (2023: £328.0 million),
whilst adjusted operating profit was up 11.7% at £78.0 million
(2023: £69.9 million), giving an adjusted operating margin of 22.5%
(2023: 21.3%). Reported profit before tax increased to £56.6 million
(2023: £48.8 million). The Group’s adjusted earnings per share was
28.0 pence, representing an increase over the prior year of 2.2 pence,
up 8.5%. Since our IPO in 2014, the compound annual growth rate
of adjusted basic earnings per share is 12.3%, demonstrating strong
earnings growth over that period. Reported basic earnings per share
for the year was 21.6 pence (2023: 19.0 pence). Adjusted operating
cash flow was £85.8 million (2023: £75.7 million), and we spent
£8.5 million, net of debt acquired, on the acquisition of DVS during
the year. Net debt excluding lease liabilities at the year-end was
£31.6 million (2023: £58.1 million).
Agreement to acquire Fantech, Australasia
Shortly after the year-end, on 20 September 2024, we were pleased to
announce the agreement to acquire the Fantech Group in Australasia
(‘Fantech’) for a consideration of AUD$280 million (£143.7 million)
1
on a
debt/cash free basis, financed through newly arranged bank facilities.
1 Based on an AUD$:£ exchange rate
of 1.948:1 being the closing rate as
at 19 September 2024.
Innovation in action
We are closely aligned with
environmental, health, regulatory
and consumer developments that
are reshaping the world’s
expectation of how we live
life indoors.
Read more about our product
innovation on pages 28 to 33
Living our values
Delivering on our strategic
goals and purpose
Chair’s Statement
Nigel Lingwood
Chair
10 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

The Board anticipates being able to complete on the transaction,
which is subject to antitrust approvals, by the end of the calendar
year 2024. Once completed Fantech will be our largest acquisition to
date, provides Volution with a great platform to continue our growth
ambitions in Australasia and demonstrates the Board’s commitment
to the strategy of building a broader market position and set of
businesses to enhance returns to shareholders.
Dividends
Recognising our strong performance in the year and our continued
confidence in the business, the Board has recommended a final
dividend of 6.2 pence per share, giving a total dividend for the
financial year of 9.0 pence per share (2023: 8.0 pence per share),
an increase of 12.5% on the previous year. This is in line with our
ambition to progressively grow dividends each year. The resulting
adjusted earnings dividend cover for the year was 3.1x (2023: 3.2x).
Subject to approval by shareholders at the Annual General Meeting on
11 December 2024, the final dividend will be paid on 17 December
2024 to shareholders on the register at 22 November 2024.
Strategy
Volution’s purpose is central to our strategic ambition, driving value
for all our shareholders and stakeholders. Continued development
of industry regulation designed to make indoor air cleaner, and
to decarbonise buildings, remains a central driver of growth,
demonstrated again by the strong set of results. Underpinning
the successful delivery of the Group’s purpose – to provide ‘Healthy air,
sustainably’ are our strategic pillars of organic growth, value-adding
acquisitions and operational excellence. Good progress was made
during the year, with positive organic growth in spite of some
challenging end markets, whilst the announcement in September 2024
of the intention to acquire Fantech demonstrates our ambition to further
strengthen the Group’s market reach and product diversification.
We continued our relentless focus on operational excellence,
delivering excellent customer service, optimising supply chains
and improving our sustainability.
Environmental, social and governance (ESG) objectives
Our commitment to high standards of sustainability, corporate
responsibility, and engagement with our people provides the
platform from which the Group can contribute to a more sustainable
world. Our ventilation systems and products provide clean air
solutions that protect people’s health and increase their comfort in
an ethical and responsible way. Wherever feasible, our products and
services are sustainably sourced. The Sustainability section starting
on page 60 of this Report explains our commitments in more detail,
including our work to reduce the carbon footprint of our products.
Our people and culture
A key focus for the Board is building on our workplace engagement
and ensuring good corporate culture, and we regularly monitor
indicators of the Company’s culture and seek opportunities
throughout the year to engage with colleagues across the Group.
Claire Tiney, our designated Non-Executive Director for workforce
engagement, continues to participate in the Group-wide Employee
Forum events, reporting insights to the Board. We were delighted by
the results of the first Group-wide employee engagement survey,
which signalled engagement levels of over 74%, although we do
recognise that the bulk of the work will come with delivering on the
action plans that have been developed in response to the feedback.
The Group remains focused on a zero-harm ambition, and I am pleased
to report good progress in the area of health and safety in the year, with
a notable reduction in our reportable accident frequency rate to 0.20
reportable accidents per 100,000 hours worked (2023: 0.30). Our work
on health and safety initiatives is ongoing and will continue to be a key
focus for the Board in the year ahead.
I am grateful to all our Volution colleagues for their commitment,
talent and contribution, which is essential for the continued
successful delivery of our strategy.
Board changes
Following the changes in the last financial year, when I became
Chair of the Board and Jonathan Davis was appointed as the new
Audit Committee Chair, we have had a quieter period, with no
changes to the Board composition since that time. Margaret Amos
has decided not to stand for re-election at the 2024 AGM and
Claire Tiney’s tenure on the Board reaches the nine-year mark next
year. The Board intends to begin a search for their replacements in
the coming year.
Governance
The Group is fully committed to high levels of corporate governance.
We are fully compliant with the 2018 edition of the UK Corporate
Governance Code.
It is our responsibility as a Board to retain a sharp focus and to
deliver sustainable shareholder value over the long term, through
effective management and good governance. Open, thorough,
and robust discussion around key strategic matters, risks and
opportunities faced by the Group at Board level is central to
reaching our goals, whilst taking account of the impact on all
our stakeholders. As a Board we ensure that good governance
is central to all we do.
Nigel Lingwood
Non-Executive Chair
9 October 2024
Integrity in action
We aim to contribute positively to
the communities and environment
in which we operate. We focus on
supporting communities and
groups local to our operations.
Read more about our work in
local communities on page 73
Growth in action
The elements of our sustainable
growth model work together to
deliver our unique value proposition.
Combined, they deliver high returns
and long-term value for stakeholders
whilst ensuring we continue to
deliver on our environmental and
social objectives.
Read about the factors that
drive growth on pages 8 and 9
Commitment in action
Volution has set its ambition to
become net zero and has followed
through on our commitment to
submit scienced-based targets
for approval by SBTi.
Read more about our
decarbonisation plans and
initiatives on pages 80 and 87
Chair’s Statement continued
11 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Continuing to
deliver sustainable
compounding growth
Ronnie George
Chief Executive Officer
Summary
/ Reported revenue growth of 6.0% (8.0% at cc),
with organic decline of 0.3% (growth of 1.5% at cc),
supplemented by inorganic growth of 6.3% (6.5% at cc).
/ Strong revenue and profit development in the UK and
good progress strategically and against our environment,
social and governance (ESG) targets in our tenth full year
since listing in 2014.
/ Adjusted operating profit of £78.0 million, an increase of
11.7% over the prior year (2023: £69.9 million). Reported
operating profit of £70.4 million, an increase of 23.2%
over the prior year (2023: £57.1 million).
/ Adjusted operating margin expansion of 120 bps to
22.5% (2023: 21.3%), as we successfully managed
inflationary headwinds.
/ Excellent cash conversion in the year of 107%, above our
target of 90% supported by our inventory optimisation
initiatives and continuing a 10-year trend of strong
annual cash generation.
/ Adjusted earnings per share at 28.0 pence, an increase
of 8.5% over prior year (2023: 25.8 pence). Reported
earnings per share at 21.6 pence, an increase of 13.7%
over prior year (2023: 19.0 pence).
/ M&A momentum continues with the acquisition of DVS
completed 4 August 2023.
/ Signed an agreement post year-end to acquire Fantech
for AUD$280 million (£143.7 million).
Chief Executive Officer’s Review
12 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Overview
We are delighted with our progress this year, our tenth full year as
a listed company. Against a backdrop of challenging end markets,
most notably in the area of new build construction, we made good
steps forward across all aspects of our strategy. We achieved organic
growth of 1.5% at constant currency (cc), lower than our long-term
expected range of between 3% and 5%, however our performance
was ahead of the wider market. This was supplemented by inorganic
growth from the latest three acquisitions which have been
successfully integrated in the year, delivering an overall revenue
growth of 8.0% at cc and enhanced by further adjusted operating
profit margin expansion of 120 bps, resulting in an 11.7% increase in
adjusted operating profit, up to £78.0 million. Adjusted operating
margins increased to 22.5%, supported by the significant progress
made in the UK.
In recent years, we have navigated the higher inflationary
environment well. The year just ended was characterised
by moderating material cost inflation, but with ongoing labour,
overhead and facility cost inflation. An important and ongoing
focus within the Group is the enhancement of product gross margins
through technical assisted value engineering and our increasing
procurement scale and more sophisticated and wider supplier
partnerships. We made significant progress in the year with these
initiatives, both with existing Group brands and the new additions
to the Group.
Organic growth was slightly higher in the second half of the year,
with a full year growth of 1.5% at cc over the prior year. This growth
was delivered against a headwind of significant revenue decline
in our OEM activities in the UK, where revenue reduced by 36%.
Adjusting for this significant decline in revenues, the Group
delivered a stronger organic growth in line with our long-term range
of expectations. The revenue decline in OEM led us to bring forward
the implementation of a two-into-one site consolidation in Swindon,
which was completed early in the new financial year 2025.
Cash generation is an essential enabler of our M&A-led compounding
growth strategy. An excellent adjusted operating cash conversion of
107% enabled us to bring net debt leverage levels down to the lowest
ratio since listing in 2014. Early in the year, we completed the
acquisition of DVS in New Zealand and successfully integrated both
this business and the two acquisitions completed towards the end of
the previous financial year. Volution operates in three key geographic
areas: UK, Continental Europe and Australasia, with acquisitions
focused primarily in the latter two areas. Our ambition over time is to
become one of the leading ventilation providers for residential and
commercial buildings in these chosen three geographical areas – we
made further good progress on this ambition in the year. Our pipeline
of opportunities remains interesting, and we will continue to exhibit
pricing discipline and agility in pursuit of further deals.
On 20 September 2024, the Group announced an agreement
to acquire Fantech, subject to anti-trust approvals. Fantech is a
leading provider of commercial ventilation solutions in Australia
and New Zealand, and complements our existing local market
positions in Ventair, Simx and DVS very well. Post the anticipated
completion of the Fantech transaction and on a proforma basis,
Australasia will represent over 30% of the Volution’s revenue.
Ever mindful of the significant year-on-year expansion ambitions of the
Group, we continue to invest in our people. Management Development
Programme number four completes in October 2024, with plans for the
fifth programme already underway and earmarked to kick off in spring
2025. New hires were made to the Senior Management Team and
our bench was further strengthened by these new joiners. Our first
Group-wide employee engagement survey was a huge success with
nearly 80% of employees taking part, and we will soon embark on our
annual follow-up with positive expectations of progress made in
the year.
Our markets
Volution’s revenue continues to be weighted towards the
refurbishment market and towards residential applications.
We operate in an environment that is increasingly aware of the
importance of indoor air quality and with local market agenda’s
firmly focusing on decarbonising buildings. There is a more material
influence of regulations on our new build activities, as very clearly
demonstrated by our UK new build residential activities in 2024, and
these trends are becoming more impactful everywhere in all local
jurisdictions. This has been an underpinning factor in the performance
and resilience of Volution’s ventilation activities in the last year. Our
lesser exposure to new build activities has been a decisive factor in
our outperformance of the wider market as we believe that ventilation
refurbishment activities are more resilient and far less discretionary
than other product categories. With many examples in recent years
of the inextricable link between poor indoor air quality, insufficiently
ventilated properties and the ill-health of tenants, ventilation demand
today is more structurally underpinned than at any time in our history.
We continue to repeat an important statistic whereby over 40%
of energy use and 36% of carbon emissions in Europe is from
buildings. Every year we see examples of where local regulations
are changing to support the decarbonising of buildings. Mostly
starting with the reduced air leakage and increased insulation
of a building, ventilation strategies become essential in avoiding
‘sick building syndrome’ or the build-of up harmful humidity
causing propagation of mould and condensation problems.
Volution is present in most local trade associations and actively
participates in consultation processes formulating the regulations
that will exist for new and existing buildings for the future. Although
the pace of these regulatory changes is increasing, sometimes the
immediate impact can be quite limited, instead building up over the
medium term. For example, the changes to Part F and Part L of UK
building regulations in 2022 only had a material impact on the type
of ventilation solutions fitted in new homes in the UK in 2024,
Volution’s Vent-Axia brand benefiting hugely as a result of a new
range of ultra low-carbon efficient ventilation solutions launched
over two years ago.
Results
The Group delivered revenue of £347.6 million (2023: £328.0 million),
an increase of 6.0% (8.0% at cc), with organic decline of 0.3% (growth
of 1.5% at cc) and inorganic growth from the acquisition of DVS in the
year, as well as from the full-year effect of the acquisition in the prior
year, of 6.3% (6.5% at cc). Adjusted operating margins increased
from 21.3% in the prior year to 22.5%, a strong performance and an
impressive margin expansion despite the immediately margin-dilutive
impact of the three most recent acquisitions (i-Vent, VMI and DVS).
Reported profit before tax was £56.6 million (2023: £48.8 million),
an increase of 15.9%.
8.0%
revenue growth at cc
22.5%
adjusted operating profit margin
70.9%
revenue from our low-carbon products
1
acquisition during the year
Chief Executive Officer’s Review continued
13 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Chief Executive Officer’s Review continued
Sustainability
This year we have continued to make good progress on our
key Sustainability KPI’s. Recycled plastics content in our own
production increased in the year to 78.1% of total consumption.
With such a high proportion of the Group’s injection moulding and
PVC extrusion production taking place at our Reading facility in the
UK, the team there has done a great job of finding, trialling and
ultimately using a range of new materials from different sources.
The learnings from our Reading site have enabled us to develop
robust processes and testing regimes helping us to understand
the properties and suitability at a batch level. We have been able to
leverage these learnings and to help increase the adoption in the
Nordics, where our run rate exiting the year sets us up well for
improvement in FY25.
Revenue from our low-carbon products has increased to 70.9%.
We continue to see strong regulatory tailwinds helping to drive
the adoption of more energy efficient solutions across our
geographies. This year’s acquisition of DVS in New Zealand has
helped contribute to our low-carbon sales in addition to a full year’s
contribution from VMI in France and i-Vent in Slovenia. More detail
is provided within the regional reviews.
Our Sustainability Committee, comprising our Senior Management
Team and our non-executive director, Amanda Mellor, met twice in
the year, where we reviewed progress against our published targets
and key initiatives for the years ahead. In addition, we have now
submitted our targets under the Science Based Target Initiative
and have passed the Eligibility Verification and Technical Screening
stages. We are now awaiting the Target Evaluation stage to begin.
This year both the UK and Nordic teams have started to provide
customers with embodied carbon data and expect to issue our
first Environmental Product Declarations during FY25.
Strategy
Organic growth
We delivered Group organic growth of 1.5% at cc, though the
underlying picture behind this was mixed. UK organic growth was 3.1%
with strong residential outperformance offset by weaker commercial
market demand and significant weakness in our OEM activities.
Volution has a long-term target to consistently deliver organic
growth in the range of 3 – 5% and whilst we were below that level
at 1.5% in 2024, our performance was ahead of the wider market,
which remained very challenging. As interest rates fall and new
home affordability improves, coupled with ever tightening
regulation, we expect new build activity to improve. In the UK
we are seeing what we believe is a multi-year refurbishment and
standards improvement agenda underway in public housing, as
well as a target to hit Energy Performance Certificate (EPC) level ‘C’
by 2030. All of this is driving increased demand for low-carbon and
continuous running ventilation solutions.
Acquisitions
We completed one acquisition in the year. In August 2023,
we announced the completion of the acquisition of DVS in New
Zealand for an initial consideration of £8.5 million (NZ$17.7 million),
net of cash acquired, with further contingent cash consideration
of up to NZ$9.0 million. DVS supplies directly to consumers and
installs a range of energy-efficient centralised ventilation systems,
incorporating positive input, heat recovery, heat transfer, and
heating and cooling solutions, supplying into both new build
and refurbishment applications. A combination of difficult market
conditions in New Zealand coupled with slower than originally
planned implementation of key product cost initiatives meant that
performance in the first year was short of our forecast. Progress is
now being made with the initiatives and we are confident that DVS
will be a key contributor to our Australasian business and provide
an additional sales channel to supply low-carbon solutions
Operational excellence
Maintaining our long-term adjusted operating margin at, or above,
20% is an important objective for Volution. In the year we delivered
a 120bps margin improvement to 22.5% despite the dilutionary
impact of the three most recent acquisitions and the continuing
inflationary pressures across mainly labour and infrastructure
costs. Our technically led value engineering initiatives and Group
procurement-led sourcing programmes have again delivered good
support for our gross margin improvement.
During the period we announced two UK site closures. Due to lower
demand in our OEM activities in Swindon, we have consolidated
our two production facilities into one on the original ‘Greenbridge’
site. Investment has been made in improving the facility, reducing
our carbon emissions and improving the working environment.
Our Soham facility is also closing, with the production of natural
and hybrid ventilation moving to our existing facility in Dudley,
West Midlands. These changes, whilst regrettable due to the
redundancy of valued colleagues, was necessary to maintain
our competitiveness for both product ranges. These projects
will be completed early in financial year 2025.
People
I am hugely proud that we completed our first Group-wide
employee engagement survey in the year with c1,500 employees
participating and a participation rate of 80%. Volution is absolutely
committed to involving and inspiring our colleagues to deliver
‘Healthy air, sustainably’ and without this engagement we will
not fulfil our true potential.
Since joining us in early 2022, our Group Head of HR, Michelle
Dettman, has made significant progress with our employee
engagement agenda, and we are delighted to have signed up to
the Construction Inclusion Coalition in 2024. We believe that a
diverse and rich culture across our workforce is a source of strong
competitive advantage, and I am honoured to lead such an
incredible group of people.
Our fourth Management Development Programme completes at
the end of October 2024 and our 17 participants from across all
areas of the Group have been working hard to assist us on our
carbon emissions reduction journey. The feedback from the
programme is that it has been rewarding and stimulating, and
we are pleased to feature some of the programme participants
in this year’s annual report. Such is the importance of developing
our employees, we have already earmarked our fifth programme
cohort who will embark on their programme in spring 2025.
As Group Chief Executive I believe it is important to be visible in the
business. During the year I was able to attend many of our locations
and to take part in employee briefing and Q&A sessions. These are
a rich source of information and an important part of the fully
inclusive culture we want to perpetuate. As in previous years we
held two Group-wide employee and engagement communication
meetings attended by Claire Tiney, Non-Executive Director, and
chair of the Remuneration Committee, as well as multiple senior
managers’ briefing meetings virtually attended by approximately
one hundred senior and middle management colleagues.
Our strengthening of the team continued with several new key hires
in the year. Martin Goodfellow, with significant experience in the
nuclear industry and with a long career of technical leadership,
joined us in the spring of 2024 as Group Technical Director. Martin
has made great progress in further harnessing the talented group of
technical experts and focusing the team on our exciting pipeline of
new product development. Koen Groenewold started on 1 January
2024 as Managing Director of ClimaRad, succeeding the previous
owner, as we prepare to acquire the balance of the 25% of shares of
the company on a predetermined and previously announced basis,
completing by 31 December 2024. And finally, in Australasia, Jeff
Nicol joined us in June 2024, as Regional Managing Director elect,
taking over from Ian Borley, our previous local leader who has been
with us since Simx joined the Group in 2018 and who is retiring this
year. I would like to thank Ian for his significant contribution to the
group since 2018, developing a sizeable market position in Australasia.
14 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

I continue to believe we have a strong culture of success at
Volution, but also a culture where our teams work closely together
and have a lot of fun in providing ‘Healthy air, sustainably’.
Outlook
Volution has delivered another strong set of results and made
further good progress against our strategic and financial priorities
in the year that we celebrated our tenth year as a listed company. I
am incredibly proud of how, during this time, we have moved from
being a largely UK centric ventilation leader to having a broad-
based presence across the UK, Continental European and
Australasian ventilation markets.
The further enhanced operating profit margin delivered in the year,
against continuing challenging markets, is a testament to our scale,
diversification, and strong cohesion between the local operating
areas, as well as our group-wide technical, procurement and product
management functions. We continue to be equally focused on
converting profitability into cash, and I was delighted to see another
year of excellent cash conversion, well above our 90% target.
The new financial year has started as anticipated, with both revenue
and adjusted operating profit ahead of the same period last year. Also,
in an exciting post year-end development, we have announced an
agreement to acquire Fantech’s ventilation activities in Australia and
New Zealand, which would represent our largest acquisition to date
by some considerable distance. This, along with the momentum we
have across many parts of the business, provides the Board with
confidence of another year of good progress across the Group.
Ronnie George
Chief Executive Officer
9 October 2024
Chief Executive Officer’s Review continued
In conversation with our
Chief Executive Officer
Q.
How is the overall market for Volution’s
products evolving?
The market for our products is continually evolving. With a wider
imperative to reduce carbon emissions from buildings and the
heightened awareness of the impact of poor indoor air quality on
health we are seeing ongoing and supportive trends across our
markets. Consumers are demanding quieter, more silent, better
performing and easier to control products. Building architects
and specifiers are tuned in to the positive impact correctly
specified ventilation can have on the building’s performance.
As a result we have seen a counter intuitive impact in some of
our markets where the impact of these trends has enabled us to
deliver revenue growth at a time when new build construction
volumes have been declining.
Q.
How will the evolving regulatory
landscape impact Volution?
The global energy transition, moving away from the use of
fossil-based fuels to renewable and more sustainable solutions
is having a significant impact on the regulatory landscape. Two
good examples in the last year include UK residential new house
construction and our Australian new and refurbishment supply
of more energy efficient ceiling fans. In both instances we are
seeing the positive impact of more stringent regulations drive
increased demand for more energy efficient ventilation and
cooling solutions with a higher unit value. These changes are set
to continue and when we overlay the greater awareness of the
importance of indoor air quality on health and wellbeing, we are
also experiencing positive demand drivers for more energy
efficient and more silent refurbishment solutions.
Q.
What are the biggest challenges Volution
will face in the short to medium term?
Our business model is well established and has enabled us to
deliver successfully for many years. We are focussed on
continuing to grow the business both organically and by
acquisition, and so I am acutely aware that having high levels of
organisational bandwidth and talent across the Group is essential
to our future success. In the last few years, we have successfully
added to our already strong management team with new hires in
Group HR, UK Operations Director, Group Technical Director and
orderly succession planning for retirement in ClimaRad NL and
Australasia. I am also very proud of the success of our most
recent management development program (MDP4) and we will
kick off our fifth cohort of managers in MDP5 during spring 2025.
I believe that Volution is an inspiring and exciting place to work
as we provide our customers with leading ventilation solutions
underpinned by a sustainability focussed business model. It is
this compelling purpose that helps us attract and retain the
most talented and committed employees.
15 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Regional Review – UKRegional Review – UK
2024
£m
2023
£m
Growth
%
Growth
(cc)
%
Residential 105.0 89.7 17.1 17.1
Commercial 28.2 30.2 (6.6) (6.6)
Export 12.1 12.1 – 1.2
OEM 15.5 24.1 (36.0) (35.6)
Total revenue 160.8 156.1 3.0 3.1
Adjusted operating profit 40.2 35.3 13.9
Adjusted operating profit margin (%) 25.0 22.6 2.4pp
Reported operating profit 34.6 28.1 22.9
The UK delivered good organic revenue growth over the prior year.
UK revenues increased from £156.1 million to £160.8 million, a 3.0%
increase (3.1% at cc). The standout performance was residential
ventilation activity which was a huge underpinning factor in the
good results delivered by the Group. Given our end markets were
generally challenging, with commercial and OEM activities quite
weak, overall organic revenue growth of 3.1% was a good achievement.
Adjusted operating profit increased from £35.3 million to
£40.2 million with a significant increase in the adjusted operating
profit margin at 25.0% up 240 bps from 22.6% in the prior year.
Our gross margins expanded through a combination of favourable
product mix, initiatives to reduce product cost and increased
utilisation of our Reading, Crawley and Dudley factories. Indirect
costs were tightly controlled although there were higher than usual
bonus payments made to the teams that helped deliver the 17.1%
revenue growth in the residential market.
Residential
Sales in our residential market sector were £105.0 million
(2023: £89.7 million), representing impressive organic revenue
growth of 17.1%, and building on last year’s strong organic growth.
The structural growth drivers in the residential segment were
reassuringly similar to the prior year. The importance of indoor
air quality in homes and the need to properly ventilate to deal with
the risks of mould and condensation are better understood than
ever before. We have now seen further examples in the last twelve
months where both private and public landlords have been taken to
court and prosecuted for failing to prevent mould and condensation
inside rental properties. Our sales teams are set up to help and assist
with these issues and our offering extends beyond product supply
to include expert analysis of problems via site surveys and
remediation strategies.
During the year we further enhanced our product ranges, and
specifically in the refurbishment, maintenance and improvement
market we upgraded many of our already successful product lines.
Revive, already one of the most successful continuous ventilation
solutions for the public refurbishment market, benefited from
a significant upgrade directed at reducing the size and improving
the aesthetics of the solution whilst still maintaining its’ market
leading performance. Public housing landlords are undertaking
a significant and what we expect to be, a multi-year improvement
programme, to ensure mould and condensation problems are
reduced. Alongside this, there is a stated Government target to
improve the energy efficiency of the public housing stock to achieve
Energy Performance Certificate (EPC) level “C” by 2030. The new
Government has also recently indicated a commitment to introduce
the same requirement for private sector rented housing. Improving
the quality of a dwelling to EPC C requires in some cases much more
structural refurbishment, often increasing levels of insulation and air
tightness therefore requiring a more sophisticated higher added
value ventilation solution. Quite often these solutions include
decentralised heat recovery, an area where Volution is one of the
European leaders with probably the widest range of solutions
available to customers.
Volution is the leading provider of ventilation solutions in
the UK residential market with a preferred route to market through
distribution. We actively work with our distributors to maintain good
levels of key products in inventory to support the many thousands
of contractors who install our products on a daily basis. During the
year our engagement with distributor partners reached new
heights. Through supporting buying conferences, hosting sales
meetings at our facilities, providing training on our products and
ventilations standards, we further intensified our efforts to remain
the first-choice supplier for our key customers. I also had the
benefit of attending some key distributor annual conferences
where I was able to witness first-hand the strength of our
relationships with our distribution partners.
Our successful business model is the result of us focusing on some
key basics. Firstly, we continue to innovate and improve our product
solutions staying in close contact with all stakeholders to understand
what is important to consultants, specifiers, contractors and all parts
of the supply chain. Equally critical is our focus on continuing to
deliver outstanding customer service levels, making the widest
range of product solutions available for customers and ensuring
that we can respond in a way where we continually exceed
customer expectations.
£160.8m
Revenue
↑3.1%
Revenue growth at cc
£40.2 million
Adjusted operating profit
New Build 36%
RMI 64%
Residential 76%
Commercial 24%
16 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Regional Review – UK continuedRegional Review – UK continued
Our key residential ventilation brands in the UK; Vent-Axia, Manrose,
National Ventilation and Airtech again delivered excellent levels of
customer service whilst delivering an impressive 17.1% organic
revenue growth in the year.
Residential new build revenue performed strongly in the year and
ahead of our expectations at the start of the year. With housing
completions down markedly on the previous year the significant
revenue growth achieved is even more pleasing. The previously
advised changes to Part F and Part L of the building regulations are
now beginning to have an impact and there was a material shift to
continuous ventilation solutions in the year. These solely low carbon,
more energy efficient and more comprehensive solutions are now
the default minimum standard of ventilation in new homes. Volution
benefited from these changes as well as achieving considerable
market share gains with many new accounts coming on board. In
addition, new product innovation supported our new build activity
levels. The range was further augmented in the year with new
decentralised continuous solutions added and a new range of
mechanical heat recovery units incorporating an element of
refrigerant cooling to assist with the delivery of regulation Part O
where overheating is a concern in the design and building of new
homes. Investment in both our Dudley factory, to further scale up
assembly capacity as well as increasing our injection moulding and
extrusion capacity in our Reading factory, leaves us well placed to
support further growth in residential new build in the UK.
There has been much discussion around the potential recovery of
housebuilding in the UK. The new Government’s ambitious target
to build 1.5 million homes in the next five years would benefit
Volution hugely and we are continuing to invest in all aspects
of our product range and service capability.
Commercial
Sales in our commercial sector were £28.2 million
(2023: £30.2 million), an organic revenue decline of 6.6%. Whilst the
commercial ventilation market in the UK has been challenging, we
were nonetheless disappointed by our performance. Historic product
range gaps as well as sales team leadership and resourcing have
played a part in this relative underperformance, and we have taken
decisive action to address these issues.
In the commercial ventilation market, Volution is not currently a
leading player, and we see this as a significant opportunity to grow
revenue for the long term. During the year we further strengthened
the sales team, new commercial leadership joined towards the end
of the year, and we are fully focused on growing this area.
In 2024 we brought several new commercial product ranges to the
market. A new and improved range of mechanical ventilation with
heat recovery (Apex) was launched at the beginning of the year.
Mid-year we launched a new range of hybrid ventilation solutions, and
during the year, we started the process of upgrading our range of fan
coils to be more modular and easier for the contractor to flex during
the install. At our manufacturing facility in Dudley, we are consolidating
the previous production capability from our Soham site that closed
in August 2024.
With the new ambitious sales leadership, the additional
specification selling roles we added during the year coupled
with the newly enhanced product ranges we are confident of
delivering improved results in the commercial ventilation market in
the future. Whilst currently subdued the outlook for new high rise
commercial construction in London is positive and we are well
placed to capitalise on this opportunity with our leading and
improved range of fan coil ventilation.
Export
Sales in our UK Export sector were £12.1 million (2023: £12.1 million),
an organic revenue growth rate of 1.2% at cc. The mix of export sales
changed markedly in the year. Whilst exports excluding Ireland
declined, our revenue in Ireland grew well via our strong relationship
with our exclusive Vent-Axia partner. The outlook for the Irish market in
2025 is positive and the introduction of our new Passivhaus approved
Mechanical Ventilation with Heat Recovery (MVHR) has already
secured some exciting projects for the new financial year.
OEM
Third party Sales in our OEM sector were again disappointing
at £15.5 million (2023: £24.1 million), an organic decline of 35.6% at cc.
The significant decline in revenue, due to a combination of much
lower customer demand, customer overstocking and the need to
de-stock was a significant headwind for the group. Early in 2024 we
took decisive action to stabilise the business and to consolidate
production into one of our two production facilities. This site
consolidation project was completed in early FY25, and we now
operate from one site with significantly lower overhead costs than in
the prior year. Further investment has been made to enhance our
range of EC3 motorised impellers. Whilst third party demand declined
during the year there was a further material step up in the use of our
motorised impeller solution inside our own group products.
17 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

New build
The Future Homes Standard (FHS), planned for England in 2025,
follows a public consultation that ran from November 2023 to
March 2024.
The standard aims to make new homes and non-residential
buildings energy-efficient and ‘zero carbon ready’. That means
that no further work will be required for them to become zero
carbon as our electricity grid decarbonises.
Metrics
The standard retains existing metrics of operational carbon, as
used in the current national calculation method, as this already
supports decarbonisation of buildings. However, a new calculation
tool is proposed called the Home Energy Model (HEM) which is an
alternative to the Standard Assessment Procedure (SAP).
Fabric and fixed building services
The standard proposes improvements to the guidance and to
minimum standards for heat losses from building services, which
directly supports the installation of ‘zero carbon ready’
technologies, including heat recovery ventilation.
Regional Review – UK continued
What does this mean for Volution
Q.
How will the FHS positively
impact Volution?
Continued tightening of the building fabric with better insulation
levels will mean a greater opportunity for heat recovery
technologies to help reduce carbon further.
In addition, the increasing requirements for passive and
active cooling offers Volution new opportunities. Indeed, this
important new income stream is already being seen in new
build housing.
Q.
What are the potential threats rapidly
changing regulation pose to Volution?
With any changes to a calculation method, there is always a risk
that the new calculations may treat our products differently.
However, the product characteristic database that carries the
energy efficiency data for our products will be retained in HEM.
We are also engaged with the Department for Energy Security
and Net Zero (DESNZ) through our trade association as they
develop the new tools.
Legislation update – UK
Volution products support
legislative transition
as we decarbonise.
In the UK the built environment is responsible
for c30% of total CO
2
emissions. If the
country is to meet its 2050 net zero targets,
it must deal new build houses and with the
existing building stock.
18 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Provision of ventilation
With greater focus on healthy, energy-efficient homes, we have
continued to see wide-reaching programmes to upgrade
ventilation provision in social housing.
There are approximately 4.4 million social housing homes in the
UK, including council housing and housing association properties.
The number has declined over time through policies such as
Right to Buy which has led to more social housing homes being
sold than replaced.
Awaab’s Law and the Decent Homes Standard from 2022 are
both playing a significant role in ensuring that social housing meet
minimum quality criteria including being free from serious hazards
such as mould.
In December 2023, the English Housing Survey identified that
around 15% of the total housing stock in England (around 3.7 million
homes) failed to meet the Decent Homes Standard.
Energy Efficiency
For both social and private rental properties in the UK, the
Government has set a long-term target to achieve an energy
performance certificate (EPC) band ‘C’ or above from 2030.
The Social Housing Decarbonisation Fund (SHDF) will upgrade
a significant quantity of the social housing stock currently below
EPC band C up to that standard. It will support the installation
of energy performance measures in social housing homes in
England and facilitate the subsequent widespread adoption
of decarbonised heating systems and energy-efficient ventilation
to help:
• deliver warm, energy-efficient homes
• reduce carbon emissions
• tackle fuel poverty
• support green jobs
• develop the retrofit sector
• improve the comfort, health and wellbeing of social
housing tenants.
During the year, we have seen Waves 2.1 and 2.2 of the SHDF close,
which allocated £858 million to improve approximately 90,000
homes, and Wave 3 open with £1.25 billion dedicated to supporting
140,000 social housing homes between 2025 and 2028. In total
£3.8 billion has been allocated over a ten-year period.
Regional Review – UK continued
Improving the health of social housing
in the UK
Following the tragic death of 2-year-old
Awaab Ishak, the Social Housing (Regulation)
Act, which received royal assent in July 2023,
has been introduced. In addition, the Renters’
Rights Bill means it will be extended to cover
the private rental sector. This law aims
to ensure that landlords address health
hazards including damp and mould
within specified timeframes.
Under Awaab’s Law, landlords are required to investigate reported
hazards within 14 days and provide a written report. For significant
health risks, repair work must begin within seven days, and emergency
repairs must be completed within 24 hours. If landlords fail to comply,
tenants can take legal action to enforce the necessary repairs.
19 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Regional Review – Europe
2024
£m
2023
£m
Charge
%
Change
(cc)
%
Central Europe 87.0 75.4 15.4 17.1
Nordics 47.4 49.1 (3.6) 0.4
Total revenue 134.4 124.5 7.9 10.5
Adjusted operating profit 32.1 28.4 13.9
Adjusted operating profit margin (%) 23.9 22.8 1.1pp
Reported operating profit 29.1 25.1 16.0
Our Continental Europe revenues increased from £124.5 million
to £134.4 million, growth of 10.5% at cc, within which organic
revenue was flat. The sector benefited from the full-year effect of
the acquisitions of VMI in April 2023, and i-Vent in June 2023 with
inorganic growth of 10.5% at cc. Adjusted operating profit was
up 13.9% at £32.1 million versus a prior year of £28.4 million. The
adjusted operating profit margin increased in the year by 110bps
to 23.9% (2023: 22.8%).
Central Europe
Sales in the Central Europe region grew 17.1% at cc to £87.0 million
compared to the prior year of £75.4 million. Organic revenue
declined by 0.3% on a cc basis, with inorganic growth (17.4%)
coming from the full-year effects of the acquisition of VMI and i-Vent.
Revenue in Central Europe was a mixed picture, with significant
revenue growth in ClimaRad in the Netherlands and revenue
declines in Germany and Ventilair Belgium and Netherlands.
ClimaRad in the Netherlands delivered stronger organic revenue
growth. Our decentralised heat recovery product range, within which
some of the products include a heat emitter that can be connected to
a heat pump, made excellent progress in the year. Our revenue is
mainly for significant refurbishment projects, where we support
housing association landlords with investment opportunities with a
tangible payback in reduced energy costs. This provides a unique and
unrivalled solution in the marketplace. The project order pipeline and
confirmed order book also grew significantly in the year and the
outlook is very positive. The Netherlands market was one of the first in
Europe to ban the adoption of gas boilers in new residential builds and
has a hugely proactive approach to low-carbon refurbishment of
existing housing stock. During the year we hired a new Managing
Director, Koen Groenewold, part of our succession planning to replace
the ClimaRad founder, and in readiness for the final purchase of the
25% of the ClimaRad shares, scheduled for the end of calendar
year 2024.
In Germany our revenues declined in the year as our greater exposure
to new house construction compared with the rest of the Group,
struggled to recover. In the last two years we have increased our
proportion of revenue in the German refurbishment market, however
this was insufficient to offset the difficulties in the new build market.
We continue to introduce new products to the market and our new
‘Taris’ exhaust fan, launched later than anticipated, has started to gain
early traction in the market. Further new product developments are
planned early in 2025, including a low-cost sound insulation cover for
new project sales and retrofittable as an upgrade to past installations.
Good cost control by the local team and continued value engineering
initiatives, supported by the wider Group technical and procurement
functions, enabled us to maintain a similar operating profit margin
albeit at lower revenue.
In Belgium, like Germany, our exposure is more weighted
towards new residential construction. It was another difficult year,
and our revenues declined on the previous year. Our new range
of MVHR, branded Econiq, successfully launched in the year and
we have plans to further extend the range in early 2025. Ventilair
Belgium, with the new enhanced product range, is well placed to
capture the anticipated recovery in new build residential activity.
Energy Recovery Industries (ERI), our leading proposition of
aluminium cross counterflow and thermal wheel heat exchangers,
reported a small revenue decline in the year. Significant new
innovation, initiatives to improve the product cost and further factory
efficiency gains delivered an improvement in operating profit. ERI
is significantly exposed to new construction activity, and we are
actively investing to increase our installed capacity to underpin the
expected revenue growth as new construction demand recovers
and the proportion of ventilation in buildings utilising heat recovery
further develops.
Within the two businesses we acquired in FY23, VMI, in France, and
i-Vent, in Slovenia, we have progressed well with planned initiatives.
In VMI we have substantially increased the product range available
to our distribution customers in France. Our investment thesis is to
utilise the brand to grow our coverage in the French market, and
we made good progress with the execution of this strategy in the
year. Further new product introductions are planned for 2025. In
Slovenia we introduced several new products from across the
Group, including a proprietary exhaust fan solution to replace
a previously third party sourced solution. The model is direct to
consume,r and we have increased our marketing effort to greater
establish the i-Vent brand in the market place in the face of
increased competitor activity.
Regional Review – Europe
↑10.5%
revenue growth at cc
£32.1 million
adjusted operating profit
£134.4m
Revenue
New Build 36%
RMI 64%
Residential 70%
Commercial 30%
20 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Regional Review – Europe continued
Revised Energy Performance
of Buildings Directive
In May 2024, the European Commission
finally adopted the strengthened Energy
Performance of Buildings Directive (EPBD).
This represents another milestone of the
European Green Deal.
This legislation sets the framework for Member States to reduce
emissions and energy use in buildings across the EU, from homes
and workplaces to schools, hospitals and other public buildings.
This will help improve people’s health and quality of life.
Each Member State will adopt its own national trajectory to
reduce the average primary energy use of residential buildings,
by 16% by 2030 and 20 – 22% by 2035. For non-residential
buildings, they will need to renovate the 16% worst-performing
buildings by 2030 and the 26% worst-performing buildings
by 2033.
Legislation update – Europe
Buildings are responsible for around 40% of the EU’s energy
consumption, more than half of EU gas consumption (mainly
through heating, cooling and domestic hot water), and 35% of the
energy-related greenhouse gas emissions. At present, about 35%
of the EU’s buildings are over 50 years old and almost 75% of the
building stock is energy inefficient. At the same time, the average
annual energy renovation rate is only about 1%.
The Directive is a key building block in the EU’s efforts to transition
away from fossil fuels and to double the rate of energy efficiency
improvements and triple renewable energy capacity by 2030, as
agreed with global partners at COP28. This year’s adoption builds
on the completion and entry into force of the ‘Fit for 55’ legislation,
and will contribute to reducing greenhouse gas emissions by at
least 55% by 2030.
What does this mean for Volution
Q.
How will the new EPBD positively
impact Volution?
The Directive sets zero-emission buildings as the new standard
for new build. All new buildings must have zero-onsite emissions
from fossil fuels from 1 January 2030. This will support the
adoption of heat recovery ventilation systems.
In addition, Member States have to establish national Building
Renovation Plans to decarbonise the building stock and must
enable the deployment of sufficient national-level finance and
help leverage private investment at scale.
Investment mobilisation through the European Investment Bank,
Just Transition Mechanism, and Sustainable Europe Investment
plan will all help unlock investment in buildings.
Q.
How does this work together?
By aligning regulatory frameworks, offering financial
incentives and mobilising significant investment, both the
European Green Deal and the EPBD facilitate access to funding
for energy efficiency improvements in buildings. This integrated
approach ensures that financial resources are available to
support the EU’s ambitious climate change goals.
Nordics
Sales in the Nordics region were £47.4 million (2023: £49.1 million),
organic revenue growth of 0.4% at cc compared with
the previous year.
The Nordic picture was very much a contrast between
refurbishment and new build markets. We saw good revenue
growth in our refurbishment activities, where typically revenues
are routed through distribution customers, with the second half
of the year much improved over the first half. In our more new build
construction focused markets, most notably in Denmark and
Finland, revenues declined in the year. The ongoing higher interest
rate levels have constrained new build construction, despite there
still being a structural shortage of homes in the region.
Customer destocking with our distribution customers was largely
completed in the prior year, so demand for our products better
reflects the end market customer behaviour. We continue to have
a leadership position for residential refurbishment in Sweden and
further strengthened our position in Norway during the year, where
we have increased our market share relative to our key competitor.
Initiatives to increase sales of decentralised heat recovery solutions
in refurbishment performed well and helped underpin our organic
growth in the refurbishment market. In the new build market, we
introduced the Econiq range of MVHR in Denmark and have further
improved our range of heat recovery solutions in Finland. Across the
region we continued with strong cost control, and despite modest
organic revenue growth in the Nordics, there was an improved
contribution to the Group’s profitability in the year.
21 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Regional Review – Australasia
2024
£m
2023
£m
Change
%
Change
(cc)
%
Total revenue 52.4 47.4 10.6 17.5
Adjusted operating profit 11.9 11.3 5.3
Adjusted operating profit margin (%) 22.7 23.9 (1.2)pp
Reported operating profit 11.1 10.7 3.6
Sales in our Australasia region were £52.4 million, with organic
growth of 0.1% at cc. The sector benefited from the acquisition
of DVS in August 2023 with inorganic growth of 17.4%. Adjusted
operating profit increased by 5.3% to £11.9 million from £11.3 million
in the prior year in spite of a significant earnings translation
headwind resulting from the weaker local currencies versus GBP.
Adjusted operating profit margins were down by 120bps to 22.7%
versus 23.9% in the prior year, the dilution being related to the
lower margin contribution from the newly acquired DVS.
The market in New Zealand was more challenging in the year
following a good period of growth in the prior year which impacted
revenue in both Simx and DVS. Revenues in Simx declined in the
period, however operating margins were maintained through gross
margin improvement initiatives and initiatives to control our indirect
cost base. In the year we added the direct-to-consumer sales
opportunity through the acquisition of DVS. Having these two
different routes to market in the residential space gives us greater
flexibility and opportunity to introduce new products to the New
Zealand market. Whilst we are delighted to have acquired DVS,
the business traditionally operates with a much lower operating
margin than our core activities. We have identified and are now
implementing significant product cost reduction initiatives, most
notably in the area of pcb electronics, and these benefits provide the
potential for a meaningful margin expansion in DVS. There is greater
seasonality in DVS than the rest of our New Zealand activities, with
almost 50% of our annual revenue being generated in the Southern
Hemisphere winter months of May, June and July.
In Australia, our Ventair business had another very successful year.
Our updated ranges of DC low-carbon ceiling fans have gained
significant traction in the market, as revenues of these new product
lines replace older, lower price point AC driven technology faster
than we had anticipated. Regulations in the market favouring
low-carbon technology and the use of ceiling fans as a more
energy-efficient and effective way to provide cooling in a warmer
climate have driven overall market volumes in the last few years.
↑17.5%
revenue growth at cc
£11.9 million
adjusted operating profit
£52.4m
Revenue
New Build 4%
RMI 96%
Residential 94%
Commercial 6%
22 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Legislation update – Australasia
Public consultation on the Commercial
Building Disclosure (CBD)
Programme expansion
The Commercial Building Disclosure (CBD) Programme requires
energy-efficiency information to be provided, in most cases, when
commercial office space of 1000 square metres or more is offered
for sale or lease.
The aim of the CBD Programme is to improve the energy
efficiency of Australia’s large office buildings and to ensure
prospective buyers and tenants are informed. The CBD
Program is established by the Building Energy Efficiency
Disclosure Act 2010 (the BEED Act) and is managed by
the Australian Government Department of Climate Change,
Energy, the Environment and Water (the ‘Department’).
The CBD Programme has driven considerable energy savings
for large commercial office buildings by empowering building
owners and operators to make informed decisions to enhance
energy efficiency and reduce consumption. Since 2010, there
has been a 35% reduction in base building energy usage per
square meter for disclosure-affected office buildings.
In Australia, non-residential buildings contribute around
10% of total emissions in the economy, most of this outside
the office sub-sector. Expanding the scope to the other
building types represents a significant opportunity to
decarbonise. The feasibility study includes a suggested
roadmap for introducing mandatory disclosure to most
major commercial building sectors by 2035.
What does this mean for Volution
Q.
How will wider disclosure positively
impact Volution?
NABERS provides a rating across four areas including indoor
environment (IE). A NABERS IE rating measures the indoor
environment quality of a building, based on factors that impact
people’s cognitive performance, satisfaction and productivity,
including air quality, lighting quality, temperature and thermal
comfort, and acoustics.
Q.
What is included in a NABERS IE rating?
Indoor air quality is a specific measure. This includes
ventilation effectiveness and levels of pollutants as well as
maintenance of air systems and cleaning practices for
the building in general. This will help continue to drive
demand for higher specification ventilation systems for
commercial buildings.
The following key principles support the proposed roadmap
for change:
• Emphasising the early expansion of scope to include larger
building types where National Australian Built Environment
Rating System (NABERS) rating tools are accessible.
• Gradually extending coverage to all major sectors of commercial
buildings, ultimately addressing a significant portion of their
emissions and energy consumption through effective regulations.
• Introducing minimum energy performance standards (MEPS)
for building types that have initially been subjected to
disclosure requirements.
• Providing specific information regarding timing, size thresholds,
trigger points, and disclosure/consideration requirements after
conducting a more thorough cost-benefit analysis, regulatory
impact statement (RIS), and consultations with the industry.
The Department is inviting feedback on this roadmap, recognising
that the implementation of CBD expansion will necessitate
additional analysis of the costs and benefits specific to the sector
being considered.
Regional Review – Australasia continued
23 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Our Business Model
What drives us
People
We rely on our dedicated workforce to deliver
on our purpose.
1,869
employees
Brands
Our trusted brands across the UK, Continental Europe
and Australasia provide us with a strong customer
base and unique market selling opportunities.
22
brands operating across
three main markets
Relationships
We rely on the strong partnerships that we build with
our customers, regulators and suppliers.
c20,000
customers
Financial capital
Our strong balance sheet allows continued
investments in the Group, facilitating the acquisition
of value-adding companies further strengthening
our proposition.
£85.8m
adjusted operating cash flow
Natural capital
We keep sustainability at the heart of everything we
do, utilising wherever possible the use of recycled
materials in our designs.
78.1%
recycled plastic processed
in our own factories
Resources we rely on
to deliver on our purpose
Healthier spaces
In modern well-insulated and airtight buildings, good
ventilation is required to ensure that we maintain a healthy
indoor atmosphere. Requirements are driven by regulations.
Read more on pages 28 and 29
Cleaner air
Volution’s focus on low-carbon products reduces energy
and avoids carbon emissions from buildings, leading to
a cleaner planet.
Read more on pages 30 and 31
Comfort redefined
During summer periods, modern buildings are at risk
of overheating. Our energy-efficient products reduce
this risk and create comfortable living environments.
Read more on pages 32 and 33
We are driven by our purpose to provide ‘Healthy
air, sustainably’ and are committed to supporting
the legislative transition as we decarbonise.
24 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Our value
chain
Our Business Model continued
Our value chain
Distribute
Our 22 brands operate across three key
geographies. Our scale allows us to
maximise cross-selling opportunities,
maximising our market reach, setting us
apart from our peers. We aim to collaborate
with distribution partners who prioritise
sustainable practices.
Manufacture
With continued product innovation we
manufacture products with sustainability
at their heart. We aim to use high-quality,
sustainable products, eliminating waste
in our value chain.
We aspire to close the loop on our circular
economy by recycling end-of-life products.
Innovate
We design and create innovative products
across our business utilising the wealth of
expertise from our employees , feedback
from partners and our years of experience
to deliver bespoke air quality solutions
for our customers.
Grow
Our acquisition strategy allows us to
continually integrate value-adding
businesses that provide new expertise,
additional routes to market, and product
development opportunities.
Underpinned by our strategic pillars and commitment to sustainability
Strategic pillars Sustainability commitments
Organic
growth
Value-adding
acquisitions
Operational
excellence
Product Planet People
Read more on pages 34 to 37 Read more on pages 60 to 87
Shareholders
Delivering attractive returns
+11.8%
adjusted basic EPS
5-year CAGR
Suppliers
Develop long-term
relationships with suppliers to
grow together while meeting
social commitments
c2,000
suppliers
Customers
Provide innovative air
quality solutions to support
their needs
>20,000
SKUs
Environment
Continue to reduce our
environmental impact
within our value chain
2021
Green Economy Mark
since 2021
Employees
Create a working
environment within which
our employees can develop
their skills
74
overall employee
engagement score
Government
Support regulatory change
through the continued
development of clean
air ventilation systems
Read more on
pages 16 to 23
25 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Our Solutions
Leading range of products
and solutions
Residential:
New build houses
Ventilation systems in homes are not only fitted to
bathrooms, utility rooms and kitchens, but can be
supplied to the whole house.
Apartments
Apartments, and other multi-occupancy properties such
as care homes, are also often more complex than houses
so need more bespoke solutions.
Housing refurbishment
Existing buildings are harder to retrofit complex duct
routes to. Refurbishment solutions for individual
properties are therefore generally simpler to nature.
26 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Our Solutions continued
Non-residential
Schools
In classrooms specialist solutions are needed to
maximise the energy efficiency throughout the seasons,
minimising energy loss in winter and keeping them cool
in summer.
Hospitality
Restaurants, bars, hotels and the like all have a high
density of people where air quality and comfort are key.
We offer a wide range of energy-efficient solutions.
Workplaces
Offices, factories, warehouses, retail spaces and
government buildings, plus many more workplaces,
can all be served by our non-residential solutions.
27 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

In modern well-insulated and airtight buildings, good
ventilation is required to ensure that we maintain a healthy
indoor atmosphere. Requirements are driven by regulations.
Build tight, ventilate right
As we decarbonise, our buildings will become more airtight with
much better insulation, all added to make our buildings more energy
efficient. However, the air inside these buildings runs the risk of
becoming full of indoor pollutants and condensation leading to
mould growth and poor health.
Healthier spaces
Cleaner air
Comfort redefined
Making buildings healthier
“Our windows used to be completely covered in water,
but after installing the Vent-Axia PureAir Home PIV the
condensation has gone. After a while I wondered whether
the condensation had disappeared just because the weather
was warmer so I turned the unit off for a week and guess
what? – the condensation came back.”
Rob Ford, UK customer
84%
We spend over 84% of our time indoors.
28 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

The Vent-Axia PureAir Home is a
positive pressure unit designed for
easy retrofit into an existing house.
It’s deigned to help reduce the
condensation by helping prevent the
migration of humidity around the home.
29 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Volution’s focus on low-carbon products helps reduce
the energy used in buildings.
Heat recovery avoids carbon emissions
Recovering energy from the air when ventilating reduces the amount
of heating or cooling needed in a building, which in turn reduces
carbon emissions from the energy network.
Healthier spaces
Cleaner air
Comfort redefined
Making buildings cleaner
“Energy efficiency is at the heart of everything we do
for our customers, so for our own new workplace, we
wanted to demonstrate the capability of today’s products
in delivering carbon neutral buildings in operation and
hopefully inspire others”.
Paul Hooker, owner and Managing Director of ECO MEP
after installation of CIBSE award-winning Sentinel Apex
to provide ventilation for ECO MEP’s highly efficient
commercial office environment in Ashford, Kent.
93%
Volution supplies products with up to 93%
heat recovery.
30 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

The CIBSE award-winning Sentinel
Apex achieves the ‘holy grail’ of delivering
the highest level of indoor air quality (IAQ)
and thermal comfort with the lowest energy
use and ultra-low sound levels.
31 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Our products reduce the risk of overheating and create comfortable
living environments.
Insulation and global warming will lead to overheating
Modern, well-insulated buildings, along with increasing temperatures driven
by climate change, increase the risk of overheating buildings. Regulators are
starting to increase legislation to mitigation of the risk, and specifiers are
responding by including cooling solutions into their designs. It is key, however,
that cooling is provided in the most efficient way so that emission reduction
targets can still be met. Volution has a range of products designed to do
just that.
Healthier spaces
Cleaner air
Comfort redefined
Making buildings more comfortable
Remodelling of the Stationsstraat office building was
needed as, during the summer, temperatures above
30°C were recorded in the workplace: “We had previously
equipped a number of rooms with ClimaRad units as a pilot
and the experiences of the users were very positive. The
indoor climate was considerably improved by ventilation via
heat recovery in combination with low temperature output.”
Tiwos Tilbug housing association
90%
of UK homes will overheat under
a 2°C Global Warming Scenario
32 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

The ClimaRad H1C unit has a built-in
heat exchanger and various sensors that
measure air quality. A convector with
additional ventilators is placed above the
unit. This convector can be used to heat or
cool. The unit provides ventilation, heating
and cooling for each room, mounted on the
external wall.
33 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Our strategy
Providing healthy air sustainably
through our four strategic pillars
2
Value-adding acquisitions
What this means & how we do it
We will continue to acquire and integrate
complementary businesses in the residential
market and, where appropriate, in the
commercial ventilation market. Our focus
will be in businesses with clear synergistic
benefits available.
Progress
• Inorganic growth at 6.5% on a constant
currency basis.
• Completed the acquisition of DVS in
New Zealand, a provider of low-carbon
whole-home ventilation systems.
Priorities for FY25
• Continue to focus on delivery of targeted
synergistic benefits including cost
reduction and intercompany trade.
• Focus on acquisitions which open new
channels or product categories helping
to diversify and reduce risk.
4
Sustainability at our core
What this means & how we do it
We are committed to a low-carbon future
with the health and wellbeing of people and
the planet at its core. We continue to focus
on our operations, our product proposition
and how we fit into the circular economy.
Progress
• Increased the percentage of recycled
plastic within our own facilities to 78.1%.
• Made further progress on low carbon
sales – now making up 70.9% of
Group revenue.
• We saw a small increase in carbon
intensity to 12.8tCO
2
/£m revenue
(2023: 12.3tCO
2
/£m revenue)
Priorities for FY25
• Roll out of further recycled plastic
usage outside of the UK.
• Reduce emissions and associated
reduction in our carbon intensity.
1
Organic growth
What this means & how we do it
We will grow through a focused sales
strategy for each of our market sectors.
We will promote the benefits to health of
higher-value ventilation solutions to grow
our markets and increase margins. We will
invest in innovative new products and deliver
benefits from recently acquired businesses
and drive cross selling initiatives.
Progress
• Organic revenue growth at 1.5%
on a constant currency basis.
• Launched a range of energy-efficient
commercial ventilation systems.
Priorities for FY25
• Continue the focus on cross selling across
our organisation.
• Improve our focus on innovation and the
introduction of new products.
3
Operational excellence
What this means & how we do it
Our dedication to operational excellence
continues. We have been focused
on improving the efficiency of all our
operations and processes, reducing waste
and optimising packaging and logistics.
Progress
• Adjusted operating margin of 22.5%
(+120bps).
• Consolidated manufacturing sites in the
UK increasing our operational efficiencies.
Priorities for FY25
• Move to a new improved flow line layout
in our Dudley facility.
• Leverage Group procurement to optimise
supply chains and maximise synergistic
benefits available.
34 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Our strategy continued
“This year we further demonstrated our strategy
for compounding growth. Against a backdrop of
challenging markets, we delivered strong organic
growth in our UK residential activities, integrated
three new acquisitions and firmly cemented our
market position in our three complementary
geographical areas. Good progress was made
with simplifying our UK operations as well as
further improvement with our key ESG KPIs.”
Ronnie George
Chief Executive Officer
35 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Acquisition of DVS
Founded in 1996, DVS is a market-leading ventilation supplier
based in New Zealand. For more than two decades, they have
been dedicated to making New Zealand homes healthier and
more comfortable to live in. DVS supplies and installs a range of
energy-efficient centralised ventilation systems, incorporating
positive input, heat recovery, heat transfer, and heating and
cooling solutions. Their products can be installed in both new
and existing properties and are sold under the DVS Home
Ventilation brand.
2
Value-adding
acquisitions
Expanding our product offer in France
The acquisition of VMI in France provided us with a new platform
through which to launch new and existing Group products.
In March 2024 we launched a new product VMI branded offer
including extract fans, single room heat recovery products and
additional positive pressure units. These products are now available
in the distribution channels in France and are just the start of
widening the categories sold through VMI.
Our strategy in action
1
Organic
growth
Expanding our market opportunity in Australia
In the second half of the year, we launched
a range of new products into the Australian
market. The range of DC motor-powered
ceiling fans, exhaust fans and 3 in 1 heat,
fan and light bathroom heaters all provide
a new low-carbon product offer – all designed
for quiet, continuous operation.
Expanding our market opportunity
in UK non-residential
Expanding on our multi-award-winning NVHR
range, we have designed a market leading,
natural ventilation system that delivers heat
recycling and heat recovery with hybrid
technology, delivering maximum efficiency.
Sustainability benefits were key at every
stage of the product design to ensure the
heat recovery system helps our customers
on the road to reducing their carbon
footprint and net zero carbon emissions.
36 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Operational efficiencies in the UK
In the first half of the year, we consolidated our Torin facilities
in Swindon into a single location at Greenbridge helping to
optimise our footprint. In addition, we integrated our facility
in Soham, where we were assembling the Breathing Buildings
Product range, into our facility in Dudley. To facilitate the move,
we invested circa £1 million upgrading the employee facilities,
equipment and the addition of new flowlines.
Expanding our market opportunity
in centralised heat recovery
Lo-Carbon Sentinel Econiq Cool-Flow is
Vent-Axia’s latest flagship MVHR system
combined with our Intelligent Econiq Cool-Flow
Module offering up to 3.78KWh of cooling.
In the cooler months the Lo-Carbon Sentinel
Econiq Cool-Flow provides up to 93% heat
recovery ensuring heating bills are kept to a
minimum. In the warmer months our Intelligent
controller automatically switches between heat
recovery, summer bypass and active cooling
via the Econiq Cool-Flow Module, continuously
measuring internal and external temperatures
to maintain comfort thresholds efficiently.
3
Operational
excellence
4
Sustainability
at our core
New integrated heat pump
With the increasing demand
for low-carbon heating and
increasing cooling demand,
Pamon have developed
an integrated heat pump
and centralised energy
recovery air handling unit
for commercial applications.
Sustainability at our core
This year we identified new sources of
polymers helping us to increase the range
of products incorporating recycled plastic.
We have invested in new test facilities
enabling us to test on site at Reading. This
has enabled us to speed up approval of
new sources ad helps drive the adoption
of alternative materials.
Insourcing metal fabrication in Bosnia
With the introduction of our new Vita unit in ClimaRad, we made
the decision to internalise the metal fabrication of the unit rather
than outsource. This not only provided a cost reduction after
the investment of €0.3 million in metal cutting and bending, but
provides greater flexibility in production, helping to manage the
quick adoption of new products into projects.
Our strategy in action continued
37 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Link to strategic pillars key Link to Directors’ remuneration key
Organic
growth
Value-adding
acquisitions
Operational
excellence
Sustainability
at our core
LTI P
Long Term
Incentive Plan
ABP
Annual
Bonus Plan
Financial performance
Key Performance Indicators (KPIs)
Strong and
sustainable
performance
Note
1. The Group uses some alternative performance measures (APMs)
to track and assess the underlying performance of the business.
These measures include adjusted operating profit, adjusted operating
profit margin, adjusted profit before tax, adjusted basic EPS, adjusted
operating cash flow, return on invested capital, net debt, net debt
(excluding lease liabilities) and adjusted operating cash conversion.
The reconciliation of the Group’s reported profit before tax to adjusted
profit measures of performance is summarised in the table on page 43
and in detail in note 2 to the consolidated financial statements. For a
definition of all the adjusted and non-GAAP measures, see the glossary
of terms in note 33 to the consolidated financial statements.
2. Definitions, basis of preparation, calculation methodology and historical
data related to sustainability KPIs and other measures of sustainability
performance can be found on pages 200 to 202.
We have identified a number of
key performance indicators (KPIs) that
monitor performance against our strategy
and priorities, and enable investors and
other stakeholders to measure our
progress consistently.
Revenue growth
£m
+8.6%
Five-year average
2024
2023
2022
2021
2020
347.6
328.0
307.7
272.6
216.6
Strategic pillars measured by this KPI
This KPI tracks our performance against our strategic aim to grow
the business. We expect to grow via a combination of both organic
growth and via acquisitions of attractive businesses with strong
brands that expand our access to markets and are aligned with
our purpose.
Comments
• Revenue grew 6.0%, or 8.0% constant currency (cc)
• 1.5%cc growth was organic, 6.5%cc growth through acquisitions
Organic revenue growth
%
+4.5%
Five-year average
2024
2023
2022
2021
2020
+1.5
+4.6
+6.6
+20.5
-10.7
Strategic pillars measured by this KPI
This KPI tracks our revenue performance from existing businesses
excluding the impact of acquisitions. We expect to deliver growth
ahead of GDP, leveraging our strong brand positions and market
leading product portfolios, supported by regulatory trends and
increasing customer awareness of air quality and the importance
of ventilation.
Comments
• Comments
• Organic revenue growth of 1.5%cc
• Full-year organic growth delivered in the UK (3.1% at cc) and
Australasia (0.1% at cc), with Continental Europe being flat
on prior year.
38 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Link to strategic pillars key Link to Directors’ remuneration key
Organic
growth
Value-adding
acquisitions
Operational
excellence
Sustainability
at our core
LTI P
Long Term
Incentive Plan
ABP
Annual
Bonus Plan
Adjusted operating profit margin
1
% of revenue
+20.3%
Five-year average
2024
2023
2022
2021
2020
22.5
21.3
21.1
20.9
15.6
Strategic pillars measured by this KPI
This adjusted measure tracks the underlying financial performance
and quality of the Group’s earnings. We aim to achieve and sustain
attractive operating margins by leveraging the benefits of product
innovation, and through economies of scale in sourcing and
operational efficiencies in our production and indirect costs.
Comments
• Full-year adjusted operating margin up 120bps to 22.5%
(2023: 21.3%)
• Strongest margin growth was in the UK, supported by enhanced
mix and by cost initiatives
Link to Directors’ remuneration
LTI P ABP
Adjusted operating cash conversion
1
%
+102%
Five-year average
2024
2023
2022
2021
2020
107
106
76
97
124
Strategic pillars measured by this KPI
This KPI tracks the efficiency of cash generation at the operational
level (important for our acquisition strategy), after movements in
working capital and capital expenditure.
Comments
• Working capital inflow of £2.6 million in the year.
• Capital expenditure of £7.2 million (2023: £7.8 million).
Working capital
% of LTM revenue
+14.9%
Five-year average
2024
2023
2022
2021
2020
14.7
16.1
18.1
12.7
12.8
Strategic pillars measured by this KPI
This KPI tracks our working capital efficiency; optimisation of our
working capital, especially inventories across the Group, is an
important stream of our operational excellence focus.
Comments
• Working capital inflow of £2.6 million in the year primarily due
to improvement in inventory offset by slightly higher receivables
and lower payables.
• Inventory (excluding new acquisitions) was down £6.8 million
in the year.
Link to Directors’ remuneration
LTI P ABP
Key Performance Indicators (KPIs) continued
39 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Return on invested capital
(ROIC) %
28.0%
Three-year average
2024
2023
2022
27.8
27. 4
28.8
Strategic pillars measured by this KPI
This KPI measures the returns for the Group as a whole and helps
demonstrate the underlying quality of the business and its ability
to generate shareholder value.
It is measured as adjusted operating profit for the year divided by
average net assets excluding net debt, acquisition related liabilities,
and historic goodwill and acquisition related amortisation charges.
The measure also excludes the goodwill and intangible assets
arising from the original transaction that created the Group as
a result of the leveraged buy-out transaction by private equity
house Towerbrook Capital Partners in 2012.
Comments
• 2024 ROIC of 27.8% (2023: 27.4%) is significantly ahead of the
Group’s estimated Weighted Average Cost of Capital
• Growth in ROIC in the year was due to adjusted operating margin
expansion part offset by the impact of acquisitions on our
invested capital.
Reported basic earnings per share
Pence
+31.7%
Five-year average
2024
2023
2022
2021
2020
21.6
19.0
18.1
10.5
4.9
Strategic pillars measured by this KPI
This KPI measures how successful we have been in growing the
business relative to capital allocation and tax considerations.
Comments
• Reported basic EPS grew 18.6%.
Adjusted basic earnings per share
1
Pence
+15.9%
Five-year average
2024
2023
2022
2021
2020
28 .0
25.8
24.0
21.0
12.1
Strategic pillars measured by this KPI
This KPI measures how successful we have been in growing the
business relative to capital allocation and tax considerations.
We target double digit adjusted EPS growth.
Comments
• Adjusted basic EPS grew 8.5%
• Our adjusted operating profit grew strongly at 11.7% growth,
however this reduced to 8.5% EPS growth due to higher finance
costs as a result of significantly increased bank interest rates.
Link to Directors’ remuneration
LTI P ABP
Key Performance Indicators (KPIs) continued
Link to strategic pillars key Link to Directors’ remuneration key
Organic
growth
Value-adding
acquisitions
Operational
excellence
Sustainability
at our core
LTI P
Long Term
Incentive Plan
ABP
Annual
Bonus Plan
40 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Scope 1 & 2 Carbon intensity
tCO
2
/£m revenue
12.8
Group
2024
2023
2022
2021
2020
12.8
12.3
12.3
15.1
19.4
Strategic pillars measured by this KPI
LTI P
• This KPI measures progress on our commitment net zero.
• In FY24 we saw an increase in carbon intensity, impacted by
the addition of our recent acquisitions, changes to carbon
conversion factors, and some increases in vehicle and gas use.
Recycled plastic used in our own manufactured products
%
78.1%
Group
2024
2023
2022
2021
2020
78.1
76.2
67. 2
59.7
56.0
Strategic pillars measured by this KPI
LTI P
• This KPI measures our aim to reduce our environmental impact
• We made progress in FY24. Although we fell short of our
stretching target for the year of 83.4%, our Q4 FY24 exit rate
was over 83.0%
Revenue from Low-carbon products
% of revenue
70.9%
Group
2024
2023
2022
2021
2020
70.9
70.1
66.1
62.1
59.0
Strategic pillars measured by this KPI
LTI P
• This KPI measures our aim to champion the energy saving
potential of our products to support the drive to net zero.
• We made further progress in FY24, already surpassing our
FY25 target of 70.0%
Reportable accident frequency rate
Reportable accident rate per 100,000 hours worked
0.20
Group
2024
2023
2022
2021
2020
0.20
0.30
0.25
0.20
0.03
Strategic pillars measured by this KPI
• This KPI measures our first priority to keep everyone safe.
• In FY24, our focus and investment lead to a significant
improvement in our reportable accident frequency rate
compared to last year.
Key Performance Indicators (KPIs) continued
Sustainability performance
41 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Results Review
I am pleased to report that despite a year of varied, and in many
countries quite challenging, market conditions, the Group was able
to grow organically and delivered a strong performance in terms
of both adjusted operating profit (+11.7%) and adjusted operating
cash flow (+13.4%).
Group revenue grew 6.0% to £347.6 million (2023: £328.0 million),
with organic growth at constant currency (cc) of 1.5% and a 6.5%
(cc) contribution from acquisitions, part offset by an adverse 2.0%
impact from movements in foreign exchange. All three regions
grew revenue, with the UK up 3.0% (all organic) whilst in Europe and
Australasia organic revenue (cc) was flat with growth coming from
the acquisitions completed in late FY23 and early FY24. Further
information on the performance and market drivers per region
is given in the regional reviews on pages 16 to 23 of this report.
Gross margins increased by 290bps to 51.3%, benefiting from
effective supply chain management and procurement savings,
as well as good levels of factory efficiency and performance. Price
benefit of c2% was primarily the result of the annualised impact from
prior year increases. An increase of £11.3 million in administration
and distribution costs was primarily due to the new acquisitions
(£8.1 million) with the ‘direct to consumer’ business models of both
i-Vent and DVS bringing a higher level of marketing and advertising
costs. The remaining increase in administration and distribution
costs was primarily attributable to staff costs, with average salary
increases of approximately 4.8%.
Adjusted operating profit grew by 11.7% to £78.0 million
(2023: £69.9 million) with adjusted operating margins expanding
to 22.5%, up from 21.3% in the prior year. Reported operating
profit grew by 23.2% to £70.4 million (2023: £57.1 million).
Adjusted earnings per share increased by 8.5% to 28.0 pence
(2023: 25.8 pence).
Financial Review
Excellent cash generation
continues to underpin
our growth model
Andy O’Brien
Chief Financial Officer
Our capital allocation for long-term sustainable growth
Value added
acquisitions
Investment for
organic growth
Reliable return
to shareholders
42 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Year ended 31 July 2024 Year ended 31 July 2023
Reported
£m
Adjustments
£m
Adjusted
results
£m
Reported
£m
Adjustments
£m
Adjusted
results
£m
Revenue 347.6 – 347.6 328.0 – 328.0
Gross profit 178.3 – 178.3 158.9 – 158.9
Administration and distribution costs excluding the costs listed below (100.3) – (100.3) (89.0) – (89.0)
Amortisation of intangible assets acquired through business combinations (9.3) 9.3 – (11.1) 11.1 –
Contingent consideration 1.9 (1.9) – (0.6) 0.6 –
Costs of business combinations (0.2) 0.2 – (1.1) 1.1 –
Operating profit 70.4 7.6 78.0 57.1 12.8 69.9
Re-measurement of financial liabilities (0.9) – (0.9) 0.1 – 0.1
Re-measurement of contingent consideration (6.6) 6.6 – (1.9) 1.9 –
Net gain on financial instruments at fair value 0.1 (0.1) – (1.6) 1.6 –
Other net finance costs (6.4) – (6.4) (4.9) – (4.9)
Profit before tax 56.6 14.1 70.7 48.8 16.3 65.1
Income tax (13.8) (1.6) (15.4) (11.3) (3.0) (14.3)
Profit after tax 42.8 12.5 55.3 37.5 13.3 50.8
Adjusted net finance costs of £6.4 million were up 31.6% compared
to prior year (2023: £4.9 million) despite the relatively low levels
of gross debt but reflecting the higher interest rates prevailing for
the year. The adverse variance to prior year did moderate in the
second half both as a result of reduced debt levels (closing net
debt excluding lease liabilities at 31 July 2024 was 45.7% lower than
prior year closing) coupled with the stabilisation of interest rates.
The weighted average interest rates on gross debt in the year was
6.8% (2023: 4.4%).
Reported profit before tax was £56.6 million, an increase of
15.9% from £48.8 million in 2023. Adjusted profit before tax was
£70.7 million, up 8.7% versus the prior year (2023: £65.1 million).
Adjusted basic earnings per share increased by 8.5% to 28.0p
(2023: 25.8p). Basic earnings per share was 21.6p (2023: 19.0p),
an increase of 13.7%.
Reported and adjusted results
The Group uses some Adjusted Performance Measures to track
and assess the underlying performance of the business, as we
believe they provide stakeholders with helpful information on
the performance of the business, and a useful comparison of
underlying business trends and performance from one period
to the next.
Amortisation of intangible assets acquired through business
combinations was £9.3 million (2023: £11.1 million), down
£1.8 million in the year as a number of our older intangible
assets reached the end of their amortisation life.
Contingent consideration of £1.9 million consists of £1.6 million in
respect of i-Vent in Slovenia, where a strong finish to calendar year
2023 was followed by a more difficult trading period in spring/
summer 2024 which led to a reduction in our expectation of
contingent consideration payable. A small adjustment of £0.3 million
was also made in respect of estimated contingent consideration for
ERI. Costs associated with business combinations were £0.2 million
(2023: £1.1 million), down £0.9 million due to the lower level of
acquisitions completed in the year compared to the prior year.
Re-measurement of contingent consideration was £6.6 million
for the increase in expected consideration for the purchase of
the remaining 25% of the shares of ClimaRad due to the strong
earnings performance of the ClimaRad business through FY24.
Financial Review continued
43 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Financial Review continued
Currency impacts
Aside from Sterling, the Group’s key trading currencies for our
non-UK businesses are the Euro, representing approximately 23% of
Group revenues, Swedish Krona (approximately 9%), New Zealand
Dollar (approximately 6%) and Australian Dollar (approximately 8%).
We do not hedge the translational exchange risk arising from the
conversion of the results of overseas subsidiaries, although we do
denominate some of our borrowings in our non-Sterling trading
currencies, which offsets some of the translation risk relating to
net assets.
In 2024 we experienced a significant currency headwind of
£6.7 million at a revenue level with a £1.7 million impact to adjusted
operating profit. All of our principal non-Sterling currencies weakened
relative to Sterling in the year, as shown in the below table.
Average rate
2024
Average rate
2023 Movement
Euro 1.17 1.15 1.5%
Swedish Krona 13.40 12.80 4.7%
New Zealand Dollar 2.08 1.97 5.9%
Australian Dollar 1.92 1.80 6.6%
The Group had Euro denominated borrowings as at 31 July 2024
of £49.8 million (2023: £79.4 million). The Sterling value of these
foreign currency denominated loans, decreased by £1.1 million
because of exchange rate movements (2023: increased
by £1.3 million).
Transactional foreign exchange exposures arise principally
from our US Dollar denominated purchases of materials from
our suppliers in the Far East. We aim to purchase a substantial
proportion of our expected requirements approximately 12 months
forward, and as such, we have forward currency contracts in place
for approximately 80% to 85% of our forecast average forward
requirements for the 2025 financial year (approximately $20 million).
Taxation
Our adjusted effective tax rate of 21.8% (2023: 21.9%) is broadly in
line with last year, with the increase in the UK Corporation Tax rate
from 19% to 25% partially offset by favourable business mix effect
and an increase in UK Patent Box relief.
We expect our medium-term adjusted effective tax rate to be in
the range of 21% to 25% of the Group’s adjusted profit before tax,
depending on the business mix and the profile of acquisitions. With
a current tax rate of 30% in Australia, the anticipated addition of
Fantech would be expected to increase the current rate.
Our reported effective tax rate for the year was 24.4% (2023: 23.4%);
the increase of 1.0pp driven by higher non-deductible expenses,
primarily movements in contingent consideration.
Excellent cash generation
Volution’s high operating margins and asset light business
model and operations drives a profile of strong cash generation.
Underpinned by a working capital inflow of £2.7 million in the
year (2023: inflow of £2.8 million), principally due to inventory
optimisation, the Group delivered a strong adjusted operating cash
flow of £85.8 million (2023: £75.7 million). Group cash conversion,
defined as adjusted operating cash flow as a percentage of
adjusted earnings before interest, tax and amortisation (see
the glossary of terms in note 33 to the consolidated financial
statements) was 107% (2023: 106%). Performance against this
KPI has now beaten our target of 90% in all bar one of the
Group’s ten years as a listed business.
A summary of the year’s cash flow is shown in the tables
below, with the principal outflows being in relation to dividends
(£16.4 million) and tax paid (£16.8 million), acquisitions (£13.2 million
including acquisitions, contingent consideration, earn-outs and
associated fees), and capital expenditure (£7.1 million).
Net debt at 31 July 2024 was £57.9 million (2023: £89.3 million),
and is set out in the table below. With lower leverage of net debt
(excluding lease liabilities) to adjusted EBITDA of 0.4x at 31 July
2024 (2023: 0.8x), our strong balance sheet and reliable high
levels of cash conversion give us significant capability for
future growth investment.
Movements in net debt position for the year ended 31 July
2024
£m
2023
£m
Opening net debt 1 August (89.3) (85.8)
Movements from normal business operations:
Adjusted EBITDA 89.0 79.3
Movement in working capital 2.7 2.8
Share-based payments 1.2 1.4
Capital expenditure (7.1 ) (7.8)
Adjusted operating cash flow: 85.8 75.7
• Interest paid net of interest received (5.0) (3.7)
• Income tax paid (16.8) (14.0)
• Cash flow relating to business
combination costs (0.2) (1.0)
• Dividend paid (16.4) (14.8)
• Purchase of own shares (2.7) (1.8)
• FX on foreign currency loans/cash 0.8 (3.1)
• Issue costs of new borrowings – (0.3)
• IFRS 16 payment of lease liabilities (5.7) (4.5)
• IFRS 16 decrease/(increase) in lease liabilities 4.8 (6.2)
Movements from business combinations:
• Business combination of subsidiaries, net of
cash acquired (8.5) (29.7)
• Contingent consideration relating to I-Vent (2.6) –
• Contingent consideration relating to ERI (1.9) –
• Business combination of subsidiaries, debt
repaid (0.2) (0.1)
Closing net debt 31 July (57.9) (89.3)
44 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Financial Review continued
Reconciliation of Bank debt to Net debt
2024
£m
2023
£m
Bank debt (49.8) (79.4)
Cash 18.2 21.3
Net debt (excluding lease liabilities) (31.6) (58.1)
Lease liabilities (26.3) (31.2)
Net debt (57.9) (89.3)
Reconciliation of reported to adjusted operating cash flow
2024
£m
2023
£m
Net cash flow generated from operating
activities 75.7 68.5
Net capital expenditure (6.9) (7.8)
UK and overseas tax paid 16.8 14.0
Cash flow relating to business
combination costs 0.2 1.0
Adjusted operating cash flow 85.8 75.7
Funding facilities and liquidity
As at 31 July 2024, the Group had in place a £150 million
multi-currency ‘Sustainability Linked Revolving Credit Facility’,
together with an accordion of up to £30 million. As at 31 July 2024,
the Group had £100.2 million of undrawn, committed bank
facilities (2023: £70.6 million) and £18.2 million of cash and cash
equivalents on the consolidated statement of financial position
(2023: £21.3 million).
On 10 September 2024, the Group refinanced its bank debt.
The Group now has in place a £230 million multi-currency
‘Sustainability Linked Revolving Credit Facility’, together with an
accordion of up to £70 million. The facility matures in September
2027, with the option to extend for up to two additional years.
The previous facility was repaid in full.
Value-adding acquisitions
Acquisition spend in the year net of cash acquired was
£13.0 million (2023: £29.7 million). We completed the acquisition
of DVS (New Zealand), for an initial consideration of £8.5million,
(NZ$17.7 million), net of cash acquired, with further contingent cash
consideration of up to NZ$9.0 million based on stretching targets
for the financial results for the 12 months ended 3 August 2024
and the 12 months ended 31 March 2026. DVS supplies directly
to consumers and installs a range of energy-efficient centralised
ventilation systems, incorporating positive input, heat recovery,
heat transfer, and heating and cooling solutions. Their products
can be installed in both new and existing properties and are sold
under the DVS Home Ventilation brand. DVS is being integrated
into our Australasian business and provides an additional sales
channel to supply low-carbon solutions.
Contingent consideration of £2.6 million for the first year
measurement period of the FY23 acquisition of i-Vent was paid
during the year, as was a deferred payment of £1.9 million related
to the FY22 acquisition of ERI.
On 20 September 2024, the Group signed an agreement to
acquire Fantech for an initial consideration of AUD$220 million
(£113.4 million) on a debt free cash free basis, with further non-
contingent consideration of AUD$60 million (£30.9 million)
payable 12 months after the completion date. The transaction
will be financed using proceeds of the new facility, plus cash
on the balance sheet.
High Returns on Invested Capital (ROIC) maintained
Strong profit and cash generation is a key focus of Volution’s
financial model, and allied to our asset light business model means
the Group generates a high Return on Invested Capital (ROIC).
The Group’s ROIC (pre-tax) for the financial year was 27.8%
(2023: 27.4%), measured as adjusted operating profit for the year
divided by average net assets adding back net debt, acquisition-
related liabilities, and historic goodwill and acquisition-related
amortisation charges (net of the associated deferred tax). The
measure excludes the goodwill and intangible assets arising from
the original transaction that created the Group when it was bought
via a leveraged buy-out transaction by private equity house
Towerbrook Capital Partners in 2012.
The increase of 40bps versus prior year reflects the improvement in
operating profit in the year from revenue growth allied to the Group’s
continued operating margin expansion in the period, offset by the
effect of acquisitions with the full-year invested capital impact from
our 2023 acquisitions (VMI and i-Vent) and two-thirds impact of DVS.
Volution continues to have ambitious plans for growth, both
through organic and inorganic investment, with the post year-end
agreement to acquire Fantech being a clear demonstration of our
ambition in what (subject to completion) will be by some considerable
distance the Group’s largest acquisition to date. Although, at the time
of entry to the Group, acquisitions will be dilutive to ROIC, our track
record of improving returns post-acquisition, coupled with continued
organic growth, provides confidence in maintaining Group ROIC
above 20% over the medium term while continuing to invest to
grow the business.
Recommended dividend
The Board is recommending a final dividend of 6.2 pence which,
together with an interim dividend paid of 2.8 pence per share, gives
a total dividend per share of 9.0 pence (2023: 8.0 pence), up 12.5%
in total. The final dividend is subject to approval by shareholders at
the Annual General Meeting on 11 December 2024 and, if approved,
will be paid on 17 December 2024.
Employee Benefit Trust
During the year £2.7 million of non-recourse loans
(2023: £1.8 million) were made to the Volution Employee Benefit
Trust for the purpose of purchasing shares in Volution Group plc
to meet the Company’s obligations under its share incentive plans.
The Volution Employee Benefit Trust acquired 770,000 shares at an
average price of £3.903 per share in the period (2023: £3.334) and
1,019,886 shares (2023: 920,250 shares) were released by the
trustees with a value of £3,942,724 (2023: £3,018,420). The Volution
Employee Benefit Trust has been consolidated into our results and
the shares purchased have been treated as treasury shares
deducted from shareholders’ funds.
Andy O’Brien
Chief Financial Officer
9 October 2024
45 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Stakeholder Engagement
Employees Customers Suppliers Shareholders Communities and the environment Government/industry bodies
Why engagement matters
Employee engagement is critical to our long-term success.
Interaction between our employees and customers is also one
of the main ways of experiencing our brands. We work to create
a diverse and inclusive workplace where every employee can
reach their full potential. This ensures we can retain and
develop the best talent.
Understanding our customers’ needs and behaviours allows us to
deliver relevant products and services, retain customers and attract
new ones and improve product performance. It also highlights
opportunities for innovation of sustainable products and growth
and challenges to be met.
Our suppliers make a vital contribution to our performance.
Engaging with our supply chain means that we can ensure security
of supply and speed to market. Carefully selected high-quality
suppliers ensure our brands deliver market leading innovative
products meeting our customer expectations and requirements.
Continued access to capital is vital to the long-term success of our
business. We work to ensure that our investors and investment
analysts have a strong understanding of our strategy, performance
and ambition. As a Company with shares listed on the Main Market
of the London Stock Exchange, we must provide fair, balanced and
understandable information about the business to enable informed
investment decisions to be made.
We do business responsibly. We value our brands and have a
reputation built on transparency and proven sustainability expertise.
We have strong environmental objectives and targets, driven by our
strategic pillars. We are committed to human rights.
We aim to contribute positively to the communities and environment
in which we operate. We focus on supporting communities and
groups local to our operations. ESG principles and responsible
business provide the foundations for sustainable growth.
Volution has a sustainability strategy and has been awarded the
Green Economy Mark by the London Stock Exchange. In addition
we have a Sustainability Linked Revolving Credit Facility.
National governments set the regulatory framework within which
we operate. We engage to ensure we can help in shaping new
policies, regulations and standards, which assist in improving
indoor air quality, and ensure compliance with existing legislation.
We continually innovate to ensure our products become more
energy efficient in line with the sustainability policies set out by
most national governments.
We conduct business in accordance with the principles set out
in the Bribery Act 2010.
Why engagement matters
How does Volution engage
• Employee Representative Forum.
• Employee Engagement Survey.
• Training and development.
• Individual performance reviews.
• Recognition and reward.
• Apprenticeships.
• Regular communications such as newsletters.
• Management of ongoing customer relationships.
• Customer events and product launches.
• Participation in industry forums and events.
• Brand websites and social media.
• Annual Report and Accounts.
• Supplier audits and inspections.
• Ongoing supplier relationship meetings.
• Responsible, sustainable and ethical procurement.
• Engagement on our Code of Conduct and policies on the
prevention of anti-bribery and corruption and modern slavery.
• Through our China–Britain Business Council sourcing office
in Hangzhou.
• Annual Report and Accounts.
• Annual General Meeting.
• Corporate website including dedicated investor section.
• Results presentations and post-results engagement with
major shareholders.
• Investor roadshows, site visits, face-to-face meetings and
addressing regular investor and analyst enquiries.
• Regulatory announcements.
• Signatories to the UN Global Compact and the CEO Water Mandate.
• Community investment initiatives.
• Sponsorship and employee volunteering.
• Contributing to national initiatives in society such as International
Women’s Day and Global Recycling Day.
• A number of employee-led charitable initiatives during the year.
• Participation in industry bodies and working groups, in particular
BEAMA, the UK trade association for manufacturers and
providers of energy infrastructure technologies and systems.
• Engagement with tax authorities.
• Responding to industry and government consultations.
• Conferences and speaking opportunities.
• Effective and clear policies against bribery and supporting the
elimination of modern slavery with training for staff and
business partners.
How does Volution engage
Board engagement
• Employee Representative Forum attended by Claire Tiney,
designated Non-Executive Director for workforce engagement.
• Review of Employee Engagement Survey results and Group-
wide Action Plans.
• Oversight of employee remuneration and gender pay gap data.
• Monthly health and safety reports.
• Annual Report and Accounts.
• New product development reports.
• CEO Board report updates the Board on material
customer matters.
• CEO Board report updates the Board on material supplier
matters and progress on ethical and sustainable supply.
• Supplier audit reviews are presented to and discussed by
the Audit Committee as part of its work in connection with
the Group modern slavery policy and statement.
• Through regular shareholder feedback to the Board by the CEO
and CFO.
• The CEO and CFO (and Chairman if appropriate) hold meetings
with shareholders as part of the investor roadshows and ad-hoc
meetings as appropriate.
• The Chair of the Remuneration Committee engages with
shareholders on Remuneration Policy and practice.
• The Board reviews the voting of shareholders.
• Active engagement with the Group’s ESG matters and
sustainability strategy.
• Amanda Mellor, Non-Executive Director, has been appointed
as the Board’s representative to attend and report back on the
Management Sustainability Committee’s decisions and actions.
• The Board receives regular updates on sustainability including in
relation to the development of sustainable new products and
progress against sustainability targets.
• The Board provides direction in support of the UN Global
Compact’s principles, and policies relating to modern slavery
and anti-bribery.
Board engagement
Delivering value for all
46 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Stakeholder Engagement continued
Employees Customers Suppliers Shareholders Communities and the environment Government/industry bodies
Why engagement matters
Employee engagement is critical to our long-term success.
Interaction between our employees and customers is also one
of the main ways of experiencing our brands. We work to create
a diverse and inclusive workplace where every employee can
reach their full potential. This ensures we can retain and
develop the best talent.
Understanding our customers’ needs and behaviours allows us to
deliver relevant products and services, retain customers and attract
new ones and improve product performance. It also highlights
opportunities for innovation of sustainable products and growth
and challenges to be met.
Our suppliers make a vital contribution to our performance.
Engaging with our supply chain means that we can ensure security
of supply and speed to market. Carefully selected high-quality
suppliers ensure our brands deliver market leading innovative
products meeting our customer expectations and requirements.
Continued access to capital is vital to the long-term success of our
business. We work to ensure that our investors and investment
analysts have a strong understanding of our strategy, performance
and ambition. As a Company with shares listed on the Main Market
of the London Stock Exchange, we must provide fair, balanced and
understandable information about the business to enable informed
investment decisions to be made.
We do business responsibly. We value our brands and have a
reputation built on transparency and proven sustainability expertise.
We have strong environmental objectives and targets, driven by our
strategic pillars. We are committed to human rights.
We aim to contribute positively to the communities and environment
in which we operate. We focus on supporting communities and
groups local to our operations. ESG principles and responsible
business provide the foundations for sustainable growth.
Volution has a sustainability strategy and has been awarded the
Green Economy Mark by the London Stock Exchange. In addition
we have a Sustainability Linked Revolving Credit Facility.
National governments set the regulatory framework within which
we operate. We engage to ensure we can help in shaping new
policies, regulations and standards, which assist in improving
indoor air quality, and ensure compliance with existing legislation.
We continually innovate to ensure our products become more
energy efficient in line with the sustainability policies set out by
most national governments.
We conduct business in accordance with the principles set out
in the Bribery Act 2010.
Why engagement matters
How does Volution engage
• Employee Representative Forum.
• Employee Engagement Survey.
• Training and development.
• Individual performance reviews.
• Recognition and reward.
• Apprenticeships.
• Regular communications such as newsletters.
• Management of ongoing customer relationships.
• Customer events and product launches.
• Participation in industry forums and events.
• Brand websites and social media.
• Annual Report and Accounts.
• Supplier audits and inspections.
• Ongoing supplier relationship meetings.
• Responsible, sustainable and ethical procurement.
• Engagement on our Code of Conduct and policies on the
prevention of anti-bribery and corruption and modern slavery.
• Through our China–Britain Business Council sourcing office
in Hangzhou.
• Annual Report and Accounts.
• Annual General Meeting.
• Corporate website including dedicated investor section.
• Results presentations and post-results engagement with
major shareholders.
• Investor roadshows, site visits, face-to-face meetings and
addressing regular investor and analyst enquiries.
• Regulatory announcements.
• Signatories to the UN Global Compact and the CEO Water Mandate.
• Community investment initiatives.
• Sponsorship and employee volunteering.
• Contributing to national initiatives in society such as International
Women’s Day and Global Recycling Day.
• A number of employee-led charitable initiatives during the year.
• Participation in industry bodies and working groups, in particular
BEAMA, the UK trade association for manufacturers and
providers of energy infrastructure technologies and systems.
• Engagement with tax authorities.
• Responding to industry and government consultations.
• Conferences and speaking opportunities.
• Effective and clear policies against bribery and supporting the
elimination of modern slavery with training for staff and
business partners.
How does Volution engage
Board engagement
• Employee Representative Forum attended by Claire Tiney,
designated Non-Executive Director for workforce engagement.
• Review of Employee Engagement Survey results and Group-
wide Action Plans.
• Oversight of employee remuneration and gender pay gap data.
• Monthly health and safety reports.
• Annual Report and Accounts.
• New product development reports.
• CEO Board report updates the Board on material
customer matters.
• CEO Board report updates the Board on material supplier
matters and progress on ethical and sustainable supply.
• Supplier audit reviews are presented to and discussed by
the Audit Committee as part of its work in connection with
the Group modern slavery policy and statement.
• Through regular shareholder feedback to the Board by the CEO
and CFO.
• The CEO and CFO (and Chairman if appropriate) hold meetings
with shareholders as part of the investor roadshows and ad-hoc
meetings as appropriate.
• The Chair of the Remuneration Committee engages with
shareholders on Remuneration Policy and practice.
• The Board reviews the voting of shareholders.
• Active engagement with the Group’s ESG matters and
sustainability strategy.
• Amanda Mellor, Non-Executive Director, has been appointed
as the Board’s representative to attend and report back on the
Management Sustainability Committee’s decisions and actions.
• The Board receives regular updates on sustainability including in
relation to the development of sustainable new products and
progress against sustainability targets.
• The Board provides direction in support of the UN Global
Compact’s principles, and policies relating to modern slavery
and anti-bribery.
Board engagement
47 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Stakeholder Engagement continued
Businesses do not operate in isolation.
Without a good understanding of who
the key stakeholders are and their needs,
a business will fail to deliver sustainable
value to shareholders and other stakeholders.
Under s172 of the UK Companies Act, a director of a company
must act in the way they consider, in good faith, would most
likely promote the success of the company for the benefit of its
shareholders. In doing this, the director must have regard, amongst
other matters, to the:
• likely consequences of any decisions in the long term;
• interests of the company’s employees;
• need to foster the company’s business relationships with
suppliers, customers and others;
• impact of the company’s operations on the community
and environment;
• company’s reputation for high standards of business
conduct; and
• need to act fairly as between members of the company.
The Directors are focused on their duties under s172 (1) of the
Companies Act 2006 and consider that they have acted in the
way they consider, in good faith, would promote the success of
the Company for the benefit of its members as a whole, having
regard to the stakeholders and matters set out in s172 (1) (a–f) in
the decisions taken during the year ended 31 July 2024.
For examples of some of the key strategic decisions reached by
the Board in the year end and how s172 factors have been
considered, see pages 99 and 100.
The Strategic Report was approved by the Board and signed
on its behalf by Ronnie George, Chief Executive Officer, on
9 October 2024.
Ronnie George
Chief Executive Officer
9 October 2024
Section 172 Statement
48 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Risk Management and Principal Risks
Effective risk management is integral
to our objective of delivering sustainable
long-term value.
The Board is committed to protecting and
enhancing the Group’s reputation and assets
in the interests of shareholders as a whole,
while having due regard to the interests of all
stakeholders. It has overall responsibility for
the Group’s system of risk management and
internal control.
The Group’s businesses are affected by a number of risks and
uncertainties. These may be impacted by internal and external
factors, some of which we cannot control. Many of the risks are
similar to those found by other companies of similar scale
and operations.
The risks and uncertainties facing the Group have been considered
in the context of the political and macroeconomic uncertainties
that have arisen since the invasion of Ukraine in early 2022 and
from the changes in the trading relationship between the UK
andtheEUfrom1January2021.Aspecificassessmentofthe
potential risks and our approach to management of these risks
can be found on pages 53 to 58.
Emerging risk Description of risk Time horizon
Geo-political
tension
Global political and economic
instability could disrupt markets
or limit access to certain
regionshinderingdealflow.
Short/
Medium term
AI driven
innovation
AI presents many opportunities
but also considerable risks
around cyber security. AI must
be developed in an ethical way.
Medium term
Our approach
Risk management and maintenance of appropriate systems of
control to manage risk are the responsibilities of the Board and
are integral to the ability of the Group to deliver on its strategic
priorities. The Board has developed a framework of risk management
which is used to establish the culture of effective risk management
throughout the business by identifying and monitoring the material
risks, setting risk appetite and determining the overall risk tolerance
of the Group. To enhance risk awareness, embed risk management
and gain greater participation in managing risk across the Group, a
programme of employee communication continues with all new
employees receiving a brochure on joining Volution.
The Group’s framework of risk management is monitored by the
Audit Committee, under delegation from the Board. The Audit
Committee is responsible for overseeing the effectiveness of the
internal control environment of the Group. Our In-house Internal
Audit function provides independent assurance that the Group’s
risk management, governance and internal control processes are
operating effectively.
Risk appetite
During the year, the Board reviewed its risk appetite in depth and
improved the framework used for assessing appetite, including
adjustingfromthepreviousfiveriskappetitecategoriestothree
(Averse, Cautious, Open) which it felt more appropriately
represents the Board’s approach to risk appetite.
The Board also approved a risk appetite statement:
“The Board recognises that continuing to deliver returns
for shareholders and other stakeholders is dependent upon
accepting a level of risk. We balance risk and opportunity in
pursuit of our strategic objectives and the acceptable level
of risk is assessed on an annual basis by the Board, which
definesitsriskappetiteagainstcertainkeyindicators,
including potential impact of risk, likelihood of risk and ability
to reduce risk through mitigation. This ensures alignment
between acceptable risk exposure and the strategic priorities
of the Group.”
Board
• Overall responsibility for risk management
• Reviews principal risks and uncertainties, along with actions taken, where possible, to mitigate them
Audit Committee
• Assurance oversight of the internal controls and risk management process
Executive management
• Day-to-day management of risk
• Design and implementation of the necessary systems of internal control
49 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

High
2
1
4
3
6
7
5
6
9
10
Low High
Impact
Likelihood
Risk Management and Principal Risks
continued
The risk evaluation process begins in the operating businesses
with an annual exercise undertaken by local management to
identifyanddocumentthesignificantstrategic,operational,
financialandaccountingrisksfacingthebusinesses.Thisprocess
ensuresrisksareidentifiedandmonitoredandmanagement
controls are embedded in the businesses’ operations.
The risk assessments from each of the operating businesses
are then considered by Group management, which evaluates the
principal risks of the Group with reference to the Group’s strategy
and operating environment for review by the Board.
Our principal risks and uncertainties
The 2018 UK Corporate Governance Code (the 2018 Code) states
that the Board is responsible for determining the nature and extent
of the risks it is willing to take in achieving its strategic objectives and
that it should maintain sound risk management and internal control
systems. In accordance with provision 28 of the 2018 Code, the
Directorsconfirmthattheyhavecarriedoutarobustassessment
of the principal and emerging risks facing the Group, including those
which would threaten the business model, future performance,
solvency or liquidity.
Set out in this section of the Strategic Report are the principal
risks and uncertainties which could affect the Group and which
have been determined by the Board, based on the robust risk
evaluation process described above, to have the potential to have
the greatest impact on the Group’s future viability. For each risk
there is a description of the possible impact of the risk to the
Group, should it occur, together with strategic consequences and
the mitigation and control processes in place to manage the risk.
This list is likely to change over time as different risks take on larger
orsmallersignificance.
Climate risks have again been considered to be most appropriately
managed by including their potential impact within existing
principalriskswhererelevant,ratherthandefiningaseparate
principal risk.
Risk updates
This year we have added two risks, and combined two previous
risks into one new risk.
WehaveaddedaspecificriskthattheGrouporotherstakeholders
fail to comply with relevant laws and regulations in contravention of
our Code of Conduct and Group policies. Relevant laws include but
are not limited to Anti-Bribery & Corruption, Sanctions and Export
Controls, Data Protection, Competition, Environmental and Health
& Safety (‘Compliance with laws and regulations risk’). The
increasing legal and regulatory environment combined with the
growth of the Group means that this is an increasingly complex
area that the Board has raised to the level of a principal risk.
Wehavealsoaddedaspecificriskrelatedtothefailureofone
ofourproductsthroughfire,productrecallorotherwise,andthe
impact that this could have in brand reputation (‘Product failure
risk’). Our product design process, quality control and compliance
withallrelevantregulationsmeansthelikelihoodofasignificant
failure is low, but the Board believes it is appropriate to raise to
the level of principal risk.
We have combined ‘Regulatory environment risk ’ and ‘Innovation
risk ’ into a single principal risk called ‘Innovation risk’. Regulations
relatingtothecarbonefficiencyofbuildings,theefficiencyof
electrical products and compliance may change and we may fail
to innovate commercially or technically viable products to maintain
and develop our product leadership position. The two risks are
inextricably linked, and best presented as a combined risk that also
highlights our strengths and the opportunities we gain from our
deep understanding of the ventilation market, its economic and
regulatorydrivers,andourroleininfluencingtheregulatory
environment through trade bodies.
Identifying and monitoring material risks
Material risks (including emerging risks) that may lead to threats
toourbusinessmodel,strategyandliquidityareidentifiedthrough
our framework of risk management, our analysis of individual
processes and procedures (bottom-up approach) and a
consideration of the strategy and operating environment
of the Group (top-down approach).
1. Economic risk
2. Acquisitions
3. Supply chain and raw materials
4. IT systems including cyber breach
5. Compliance with laws and regulations
6. Innovation
7. People
8. Product failure
9. Customers
10. Foreign exchange risk
Risk heatmap
50 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Viability statement
The Board has considered the viability
of the Group over a three-year period to
31 July 2027, taking into account the Group’s
current position and the potential impact of
the principal risks and uncertainties. While the
Board has no reason to believe that the Group
will not be viable over a longer period, it has
determined that three years is an appropriate
period as it aligns with the Group’s business
planning cycle. The Board believes that this
approach provides greater certainty over
forecasting and, therefore, increases reliability
in the modelling and stress testing of the
Group’s viability. In addition, a three-year
horizon is also the performance-based period
over which awards granted under Volution’s
share-based incentive plan are measured.
As part of the annual budgeting process, the Board considers
projections for subsequent years. The output of this plan is used
toperformcentraldebtandheadroomprofileanalysis,which
includes a review of sensitivity to principal risks and a combination
of those risks. It also considers the ability of the Group to raise
financeanddeploycapital.
Ourfinancialpositionremainsrobust.At31July2024,theGroup
had in place a £150 million multi-currency ‘Sustainability Linked
Revolving Credit Facility’, together with an accordion of up to
£30million.On10September2024,theGrouprefinancedits
bank debt and now has in place a £230 million multi-currency
‘Sustainability Linked Revolving Credit Facility’, together with an
accordion of up to £70 million. The facility matures in September
2027, with the option to extend for up to two additional years.
The old facility was repaid in full.
With respect to the longer-term viability of the Group, we believe
the business model will remain highly relevant. The regulatory and
consumer drive towards making new and existing homes more
efficientandthereforeairtightwillcontinue,meaningthatthe
opportunities to solve the problems of indoor air quality will only
grow, strengthening the vital role ventilation has to play in creating
a healthy indoor environment. We believe that one of the legacy
consequences of Covid-19 is a heightened awareness of the
importance of indoor air quality to health and the role played by
good ventilation systems. Customer requirements in terms of
enhancedfunctionality,energyefficiencyandaestheticsof
products are also supportive trends.
The Board carried out a robust assessment of the principal risks
and emerging risks facing the Group, including those that would
threaten its business model, future performance, solvency or
liquidity.Principalrisksareidentifiedthroughourriskmanagement
process and are set out on pages 53 to 58. They are recorded in a
Group Risk Register, which is reviewed and discussed by the Board
at least twice a year.
Whilstthereviewhasconsideredalltheprincipalrisksidentified
by the Group, a selection of risks was considered which if they
occurred together would be considered a severe but plausible
downside scenario with which to assess the viability of the Group.
The severe but plausible downside has been modelled,
representing the impact of macroeconomic uncertainty including
theactionsofcentralbanksinraisinginterestratestocurbinflation
and the impact that this may have on the housing and construction
industry(principalrisk1)combinedwithsupplychaindifficulties
and availability issues (principal risk 3 and 4). Combined, this severe
but plausible downside assumed a reduction in revenue of 15% and
a reduction in gross margin of 10%.
The sensitivities modelled used the same assumptions as for the
going concern assessment, as set out below, for the years ending
31 July 2025 and 31 July 2026 with further assumptions applied for
the year ending 31 July 2027.
ThegeographicandsectordiversificationoftheGroup’s
operations, further demonstrated by the announced acquisition
of Fantech in September 2024, helps to mitigate the risk of serious
business interruption in one area materially impacting the Group.
Furthermore, our business model, structured so that the Group is
not reliant on a concentration of customers or sectors, and our
abilitytoflexourcostbase,willcontinuetoprotectourviabilityin
the face of current and foreseeable future uncertain and adverse
economic conditions. We demonstrated our ability to maintain and
increase margins across our geographies in FY21, FY22 and in FY23,
when the Covid-19 pandemic, the impact of the invasion of Ukraine,
andgeneralinflationimpactingallinputcostsweremitigated
through early and decisive pricing action.
The Board has also considered the impact of climate change,
particularlyinthecontextoftherisksandopportunitiesidentified
in the TCFD disclosure of this Annual Report (pages 80 to 87 and
190 to 196).
We carried out a full analysis of the physical risks of climate change
under our chosen scenarios in FY22. The analysis shows that under
the Paris aligned scenario, physical risks to our assets are not
expected to be material. The analysis shows that none of our
significantassetsareinareasofsignificantphysicalriskoverthe
time periods assessed. Under the 4c scenario, there is increased
risk to some of our assets, but these risks only occur over the long
term, outside of the viability assessment period. Over the time
period of our viability assessment, we have concluded that there is
no material adverse impact of climate change which could impact
the viability of the Group.
Whilst we do not currently expect any material short- and medium-
term impacts from climate change under the scenarios we have
considered, the risks over the long term are more uncertain and
we will continue to assess these risks against judgements and
estimatesmadeinpreparationoftheGroup’sfinancialstatements.
The Board has also considered the impact of the announced
acquisition of Fantech Australia and modelled the impact of the
Board-approved base business case as well as the Board-approved
downside business case.
The Board has carefully considered the principal risks of the Group
and the impact of those risks on the viability of the Group and has
concluded there is a reasonable expectation that the Group will be
able to meet its liabilities as they fall due and will continue in
operation over the period assessed.
Risk Management and Principal Risks
continued
51 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Going concern
ThefinancialpositionoftheGroup,itscash
flowsandliquiditypositionaresetoutinthe
financialstatements.Furthermore,note27
on pages 175 to 178 to the consolidated
financialstatementsincludestheGroup’s
objectives and policies for managing its capital,
itsfinancialriskmanagementobjectives,
detailsofitsfinancialinstrumentsandits
exposure to credit and liquidity risk.
Thefinancialstatementshavebeenpreparedonagoingconcern
basis. In adopting the going concern basis, the Directors have
considered all of the above factors, including potential scenarios
arising from the political and macroeconomic uncertainty that has
arisen post-Covid and since the invasion of Ukraine early in 2022,
including the actions of central banks in raising interest rates to
curbinflationandtheimpactthatthismayhaveonhousingand
construction, and from its other principal risks set out on pages
53 to 58. Under a severe but plausible downside scenario, the
Groupremainswithinitsdebtfacilitiesandtheattachedfinancial
covenants under the 18-month from the balance sheet date period
of assessment, and the Directors therefore believe, at the time
ofapprovingthefinancialstatements,thattheCompanyiswell
placed to manage its business risks successfully and remains a
going concern. The key facts and assumptions in reaching this
determination are summarised below.
Ourfinancialpositionremainsrobustwiththenewdebtfacilitiesof
£230 million, and an accordion of a further £70 million, maturing in
September 2027.
Thefinancialcovenantsonthesefacilitiesareforleverage
(net debt/adjusted EBITDA) of not more than 3x and for adjusted
interest cover of not less than 4x.
Our base case scenario has been prepared using robust forecasts
from each of our operating companies, with each considering the
risks and opportunities the businesses face.
We have then applied a severe but plausible downside scenario
in order to model the potential concurrent impact of:
• a general economic slowdown reducing revenue by 15%
compared with plan: and
• supplychaindifficultiesorinputpriceincreasesreducinggross
profitmarginby10%.
A reverse stress test scenario has also been modelled which
shows a revenue contraction of c.21% against the base case with
no mitigations would be required to breach covenants, which is
considered extremely remote in likelihood of occurring. Mitigations
available within the control of management include reducing
discretionary capex and discretionary indirect costs.
The Board have also considered the potential impact of the
announced acquisition of Fantech Australia and modelled
the impact of the Board-approved base business case as
well as applying the same downside scenario applied to the
existing business.
Over the short period of our climate change assessment (aligned
to our going concern assessment), we have concluded that there is
no material adverse impact of climate change and hence have not
included any impacts in either our base case or downside scenarios
of our going concern assessment. We have not experienced material
adverse disruption during periods of adverse or extreme weather in
recent years, and we would not expect this to occur to a material
level over the period of our going concern assessment.
The Directors have concluded that the results of the scenario
testingcombinedwiththesignificantliquidityprofileavailable
undertherevolvingcreditfacilityconfirmthatthereisnomaterial
uncertainty in the use of the going concern assumption.
Risk Management and Principal Risks
continued
52 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

1. Economic risk
Likelihood
Unlikely Possible Likely
Potential impact
Low Medium High
Risk change
No change
Risk appetite
Cautious
Strategy link
Risk and impact
Adeclineingeneraleconomicactivityand/oraspecificdeclineinactivityin
the construction industry, including, but not exclusively, a decline caused by
economicuncertainty,inflation,highinterestratesandimpactsoftheRussian
invasion of Ukraine.
Demand for our products serving the residential and commercial construction
marketswoulddecline.Thiswouldresultinareductioninrevenueandprofitability.
Our ability to achieve our ambition for continuing organic growth would be
adversely affected.
Change during the year
Economic uncertainty in part as a result of post-Covid economic upheaval and the
Russian invasion of Ukraine has continued across the world during FY24, albeit
arguablysignificantlyreducedcomparedwithFY23.
Governmentsandcentralbankstookstrongactionstoreduceinflation,primarilyby
raisingkeyinterestrates.Inflationhasnowfalleninmostofourgeographies–with
inflationintheUKbackto‘normal’levels(c.2%).
As a result of this, central banks have begun to reduce interest rates, albeit cautiously.
There remains considerable uncertainty as to the speed of potential interest rate
reductions, and the strength of the underlying economies, and hence the impact on
the housing and construction industry in unclear.
Assuch,itisappropriatethat‘economicrisk’remainsourfirstprincipalrisk.The
likelihood of the risk occurring remains ‘Likely’ with the potential impact remaining
as ‘Medium’.
Risk mitigation
Geographic spread from our international acquisition strategy helps to mitigate
theimpactoflocalfluctuationsineconomicactivity.
New product development, the breadth of our product portfolio and the strength
and specialisation of our sales forces allows us to outperform against any general
economic decline.
Our end-market diversity, with exposure to both residential and commercial and
to new build and RMI provides mitigation to economic and housebuilding cycles.
Ourbusinessisnotcapitalintensiveandouroperationalflexibilityallowsusto
react quickly to the impact of any decline in volume.
Link to climate change risks
Over the longer term, a decline in general economic activity or economic disruption
could be caused by physical or transitional risks of climate change. Relevant climate
changerisksdescribedinfurtherdetailinourTCFDsectioninclude:Climaterisk1–
Physicalrisk,Climaterisk2–Transitionrisk–reputation,Climaterisk3–Transitionrisk
–policyandlegal,andClimaterisk4–Transitionrisk–Policyandtechnology.
However, it is important to note that our sustainability ambition is to champion the
energy saving potential of our products and solutions and support the net zero
ambitions of the countries in which we operate. The regulatory tailwinds should
significantlyincreasedemandforoursustainableandinnovativeventilation
solutions, while our leadership position in the UK, Continental Europe and Australasia
means that we are well positioned to seize this opportunity (Transition opportunity 1
–Productsandmarkets).
Strategic
consequence
Organic
growth
Value-adding
acquisitions
Operational
excellence
Sustainability
at our core
Risk Management and Principal Risks
continued
53 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

2. Acquisitions
Likelihood
Unlikely Possible Likely
Potential impact
Low Medium High
Risk change
Increased potential impact
Risk appetite
Open
Strategy link
Risk and impact
We may fail to identify suitable acquisition targets at an acceptable price or we
mayfailtocompleteorproperlyintegratetheacquisition.Revenueandprofitability
would not grow in line with management’s ambitions and investor expectations.
Failure to properly integrate a business may distract senior management from other
prioritiesandadverselyaffectGrouprevenueandprofitability,ortheacquired
business may not perform as expected.
Financial performance could be impacted by failure to integrate acquisitions and
to secure intended synergies. Our strategic ambition to grow by acquisition may
be compromised.
Change during the year
Whilstthelikelihoodhasnotincreased,thepotentialimpacthasincreased,reflective
of the likelihood of larger scale acquisitions
Risk mitigation
The ventilation industry in Europe and across our geographies remains
fragmented with many opportunities to court acquisition targets.
Senior management has a clear understanding of potential targets in the
industry and a track record of acquisitions since IPO in June 2014.
Management is experienced in integrating new businesses into the Group.
Our policy of rigorous due diligence prior to acquisition and a structured
integration process post-acquisition have been maintained.
Link to climate change risks
N/A
3. Supply chain and raw materials
Likelihood
Unlikely Possible Likely
Potential impact
Low Medium High
Risk change
No change
Risk appetite
Cautious
Strategy link
Risk and impact
Rawmaterialsorcomponentsmaybecomedifficulttosourcebecauseofmaterial
scarcity or disruption of supply including but not exclusively, as a consequence of
economic uncertainty, the Russian invasion of Ukraine, supply interruptions in China,
and the evolution of the relationship between the UK and the EU, post-Brexit.
The increased friction and potential for a trade war or other geopolitical disputes
including between the US and China could destabilise supply chain activity.
Pricesforinputmaterialsmayincreaseandoursalesandprofitabilitymay
be impacted during any period of constraint.
Organic growth may be reduced. Our product development efforts may
beredirectedtofindalternativematerialsandcomponents.
Change during the year
Potential for disruption to supply chains, especially relating to products and
materialssourcedfromChina,continuestobeaspecificriskthatwearemanaging
very closely. Potential impacts could include inability to service customer demand
due to non-availability of products as well as input cost increases due to the need
to airfreight.
Risk mitigation
We establish long-term relationships with key suppliers to promote continuity
ofsupplyandwherepossiblewehavealternativesourcesidentified.
We continue to monitor stock levels and order patterns and where deemed
necessary will adjust inventory levels to help mitigate any disruptions in supply.
Link to climate change risks
Over the longer term, supply chain issues could be caused by physical or
transitional risks of climate change. Relevant climate change risks are described
infurtherdetailinourTCFDsectioninclude:Climaterisk1–Physicalrisk,Climate
risk2–Transitionrisk–reputation,Climaterisk3–Transitionrisk–policyand
legal,andClimaterisk4–Transitionrisk–policyandtechnology.
Risk Management and Principal Risks
continued
Strategic
consequence
Organic
growth
Value-adding
acquisitions
Operational
excellence
Sustainability
at our core
54 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

4. IT systems including cyber breach
Likelihood
Unlikely Possible Likely
Potential impact
Low Medium High
Risk change
No change
Risk appetite
Averse
Strategy link
Risk and impact
We may be adversely affected by a breakdown in our IT systems or a failure
to properly implement any new systems.
We could temporarily lose sales and market share and could potentially damage
our reputation for customer service.
Change during the year
The risk of cyber attack and cyber fraud continues to be a threat for all businesses.
Risk mitigation
Disaster recovery and data backup processes are in place, operated diligently
and tested regularly.
Our decentralised IT systems mean that it is unlikely that a material proportion
of the Group could be compromised at any one time.
We have a three-layered system of network security protection against cyber
attacks or breaches of security. This infrastructure is maintained to withstand
increasingly sophisticated worldwide cyber threats. We also undertake regular
cyber security testing and training of our employees. We have a process of
annual internal and external penetration testing with quarterly monitoring
checks and have carried out an audit review of all third party IT suppliers.
Since last year-end, the Group has entered an insurance contract to provide
cover for business loss and associated costs as a result of a cyber attack. As
part of the agreement we have collaborated with the insurer to review our cyber
incident Response Plan.
Link to climate change risks
N/A
5. Compliance with laws and regulations
Likelihood
Unlikely Possible Likely
Potential impact
Low Medium High
Risk change
New risk for FY24
Risk appetite
Averse
Strategy link
Risk and impact
The Group or other stakeholders may fail to comply with relevant laws and
regulations in contravention of our Code of Conduct and other Group policies
resultinginapotentialone-offfineorpenaltyandasignificantadverseimpacton
brand reputation.
Relevant laws include but are not limited to Anti-Bribery & Corruption, Sanctions and
Export Controls, Data Protection, Competition, Environmental and Health & Safety.
Change during the year
New risk for FY24.
Risk mitigation
Processes are in place to ensure that all relevant laws and regulations are
identifiedandfollowed.
Training is carried out when required, and policies are published and issued to
colleagues, suppliers and other stakeholders clearly stating responsibilities and
obligations of those doing business with the Group.
A whistleblowing hotline is available to all employees and third parties to raise
concerns including any in relation to potential breaches of compliance and
misconduct. These are independently followed up and investigated.
Link to climate change risks
Climaterisk3–Transitionrisk–policyandlegal,
Risk Management and Principal Risks
continued
Strategic
consequence
Organic
growth
Value-adding
acquisitions
Operational
excellence
Sustainability
at our core
55 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

6. Innovation
Likelihood
Unlikely Possible Likely
Potential impact
Low Medium High
Risk change
New/combined risk for FY24
Risk appetite
Open
Strategy link
Risk and impact
Regulationsrelatingtothecarbonefficiencyofbuildings,theefficiencyofelectrical
products and compliance may change, and we may fail to innovate commercially or
technically viable products to maintain and develop our product leadership position.
Failure to innovate may result in an ageing product portfolio that falls behind that of
our competition.
Our organic growth ambitions depend in part upon our ability to innovate new and
improved products to meet and create market needs. In the medium term, failure to
innovatemayresultinadeclineinsalesandprofitability.
Change during the year
This is a new risk added in FY24, combining the two previously separate risks of
‘innovation’ and ‘regulatory environment’. The two risks are inextricably linked, and
are best presented as a combined risk that also highlights our strengths and the
opportunities we gain from our deep understanding of the ventilation market, its
economicandregulatorydrivers,andourroleininfluencingtheregulatory
environment through trade bodies.
Risk mitigation
Weparticipateintradebodiesthathelptoinfluencetheregulatoryenvironment
in which we operate and therefore we are well placed to understand future
trends in our industry. Favourable regulatory tailwinds have continued to develop.
We are active in new product development and have the resource to react to and
anticipatenecessarychangesinthespecificationofourproducts.
Our product innovation is driven by a deep understanding of the ventilation
market and its economic and regulatory drivers. The Group starts with a clear
marketing brief before embarking on product development.
Link to climate change risks
Our sustainability ambition is to champion the energy saving potential of our
products and solutions and support the net zero ambitions of the countries in
whichweoperate.Theregulatorytailwindsshouldsignificantlyincreasedemand
for our sustainable and innovative ventilation solutions, while our leadership
position in the UK, Continental Europe and Australasia means that we are well
positionedtoseizethisopportunity(Transitionopportunity–Products
and markets).
7. People
Likelihood
Unlikely Possible Likely
Potential impact
Low Medium High
Risk change
Reduced likelihood
Risk appetite
Cautious
Strategy link
Risk and impact
Our continuing success depends on retaining key personnel and attracting skilled
individuals.
Skilled and experienced employees may decide to leave the Group, potentially
moving to a competitor. Any aspect of the business could be impacted with
resultantreductioninprospects,salesandprofitability.
Our competitiveness and growth potential, both organic and inorganic, could be
adversely affected.
Operational excellence may be adversely affected.
Change during the year
Whilst our continuing growth has increased the size and complexity of our business,
our improvements to our HR and People organisation and processes has reduced
thelikelihoodofthisriskhavingasignificantimpact.Thisisdemonstratedinour
strongemployeeengagementscoresreceivedduringtheyear,significantlyabove
external benchmarks.
Risk mitigation
Regular employee appraisals allow two-way feedback on performance
and ambition.
A Management Development Programme is run periodically to provide key
employees with the skills needed to grow within the business and to enhance
their contribution to the business.
The Directors regularly review succession planning and key roles.
Link to climate change risks
N/A
Risk Management and Principal Risks
continued
Strategic
consequence
Organic
growth
Value-adding
acquisitions
Operational
excellence
Sustainability
at our core
56 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

8. Product
Likelihood
Unlikely Possible Likely
Potential impact
Low Medium High
Risk change
New risk for FY24
Risk appetite
Cautious
Strategy link
Risk and impact
Thefailureofoneofourproductsthroughfire,productrecallorotherwise,could
haveasignificantadverseimpactonbrandreputation.
Change during the year
This is a new risk added in FY24.
Risk mitigation
Our product design process, quality control and compliance with all relevant
regulationsmeansthelikelihoodofasignificantfailureislow.
Our companies manufacture and assemble a wide variety of product types
across different geographies and end markets. They are, as a result, experts in
their areas and carry the responsibility for complying with relevant product safety
and quality requirements, obtaining relevant accreditations and all necessary
productcertifications.Qualitycontrolprocessesincludeclearrequirements
for and careful selection and management of suppliers, quality checking of
products and components from suppliers, and appropriate testing of products
once assembled.
We typically operate on a product supply only basis and generally do not take
responsibility for installation of our products.
Link to climate change risks
Transitionrisk–policyandtechnology.
9. Customers
Likelihood
Unlikely Possible Likely
Potential impact
Low Medium High
Risk change
No change
Risk appetite
Cautious
Strategy link
Risk and impact
Asignificantamountofourrevenueisderivedfromasmallnumberofcustomers
and from our relationships with heating and ventilation consultants. We may fail
to maintain these relationships.
Anydeteriorationinourrelationshipwithasignificantcustomercouldhavean
adversesignificanteffectonourrevenuefromthatcustomer.
Our organic growth ambitions and operational excellence would be adversely
affected.
Change during the year
The current macroeconomic uncertainty means that certain customers could fall
intofinancialdifficulties.However,wehavenotseenamaterialincreaseinthe
number of customers failing or of bad debt.
Risk mitigation
We have strong brands, recognised and valued by our end-users, and this gives
us continued traction through our distribution channels and with consultants
andspecifiers.
We have a very wide range of ventilation and ancillary products that enhance
our brand proposition and make us a convenient ‘one-stop-shop’ supplier.
We continue to develop new and existing products to support our product
portfolio and brand reputation.
We focus on providing excellent customer service.
Link to climate change risks
Our sustainability ambition is to champion the energy saving potential of our
products and solutions and support the net zero ambitions of the countries in which
weoperate.Theregulatorytailwindsshouldsignificantlyincreasedemandforour
sustainable and innovative ventilation solutions, and strengthen the industry as a
whole,includingourcustomers(Transitionopportunity–Productsandmarkets).
Risk Management and Principal Risks
continued
Strategic
consequence
Organic
growth
Value-adding
acquisitions
Operational
excellence
Sustainability
at our core
57 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

10. Foreign exchange risk
Likelihood
Unlikely Possible Likely
Potential impact
Low Medium High
Risk change
No change
Risk appetite
Cautious
Strategy link
Risk and impact
Foreign exchange rates between currencies that we use may move adversely.
The commerciality of transactions denominated in currencies other than the
functional currency of our businesses and/or the perceived performance of foreign
subsidiariesinourSterling-denominatedconsolidatedfinancialstatementsmaybe
adversely affected by changes in exchange rates.
Our ambition to grow internationally through acquisition exposes us to increasing
levels of translational foreign exchange risk.
Change during the year
The ongoing macroeconomic uncertainty could lead to large movements in
exchange rates.
Risk mitigation
Significanttransactionalrisksarehedgedbyusingforwardcurrencycontracts
tofixexchangeratesfortheensuingfinancialyear.
Revaluation of foreign currency-denominated assets and liabilities is partially
hedged by corresponding foreign currency bank debt.
Link to climate change risks
How each government and economy respond to the risks of climate change over
the long term may impact the macroeconomic outlook for the countries in which
we operate, and hence move foreign exchange rates adversely.
Risk Management and Principal Risks
continued
Strategic
consequence
Organic
growth
Value-adding
acquisitions
Operational
excellence
Sustainability
at our core
58 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

This section of the Strategic Report constitutes Volution’s Non-Financial and Sustainability Information Statement and is produced to comply with Sections 414CA and 414CB of the Companies Act 2006.
The Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations 2022 amend these sections of the Companies Act 2006, placing requirements on the Group to incorporate climate disclosures in
the annual report. We believe these have been addressed within this year’s climate-related disclosures on pages 80 to 87 and 190 to 196 and as such we have referenced the location of these within our statement on
TCFD on page 190.
Reporting requirements Relevant policy/code Section within Annual Report
Environmental matters
• Sustainability Policy • Sustainability (pages 62 to 87)
• Climate (pages 80 to 87 and 190 to 202)
Employees
• Code of Conduct
• Health and Safety Policy
• Anti-Bribery and Corruption Policy
• Whistleblowing Policy
• Modern Slavery Policy
• Data Protection Policy
• People (pages 66 to 75)
• Board diversity (page 93)
• Gender diversity (page 93)
• Stakeholder engagement (pages 46 to 48)
• Principal risks (pages 49 to 58)
Human rights
• Code of Conduct
• Modern Slavery Policy
• Stakeholder Engagement
• People (pages 66 to 75)
• Stakeholder engagement (pages 46 to 48)
Social matters
• Code of Conduct
• Stakeholder Engagement
• People (pages 66 to 75)
• Governance (pages 88 to 133)
• Stakeholder engagement (pages 46 to 48)
Anti-bribery and anti-corruption
• Anti-Bribery and Corruption Policy
• Whistleblowing Policy
• People (pages 66 to 75)
• Governance (pages 88 to 133)
Principal risks
• Risk management (pages 49 to 58)
• Principal risks and uncertainties (pages 49 to 58)
Business model
• Business model (pages 24 and 25)
Non-financial key performance indicators
• Key performance indicators (pages 38 to 41)
Non-Financial and Sustainability Information Statement
59 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Sustainability
We are committed to a low-carbon
future with the health and wellbeing
of people and the planet at its core.
Link to United Nations Sustainable
Development Goals (SDGs)
Category Performance Status Comment
People
Our ambition
To continue to develop an engaged and inclusive workforce where our employees feel
valued and can fulfil their potential. To build relationships with the local community, provide
support where needed, and leave a lasting legacy. To place the highest priority on health and
safety as we continue to pursue our zero-harm ambition.
Employee engagement
74
overall score /100
Overall engagement score of 74/100 surpassing both UK and
global external benchmarks for employee engagement.
See more
on pages
68 and 69
Accident frequency rate
0.20
reportable incidents per 100,000 hours worked
We are pleased to report a significant reduction in reportable
accident frequency from 0.30 to 0.20 per 100,000 hours worked.
See more
on page 67
Developing diverse
future leaders
40%
female participants in our MDP
We launched our fourth management development programme
with diversity and inclusion in mind – 40% of the participants
being women.
See more
on pages
70 and 71
Product
Our ambition
To champion the energy saving potential of our products and solutions and support the net
zero ambitions of the countries in which we operate. To continue to develop clean air solutions
that protect people’s health and increase their comfort in an ethical and responsible way.
Low-carbon sales
70.9%
of total revenue
Our low-carbon sales continue to increase, ahead of target for
FY24 and already exceeding our FY25 goal.
See more
on page 86
Avoided emissions
1,872,583
avoided emissions (tCO
2
e)
Avoided emissions resulting from the use of our
heat recovery products sold in FY24 over their life time.
See more
on page 79
Heat recovery products
31.7%
revenue from heat recovery products
Increased heat recovery sales from ClimaRad and recent
acquisition I-Vent, offset by weaker demand in InVENTer.
See more
on pages
77 and 78
Planet
Our ambition
To reduce our environmental impact by improving business efficiencies and minimising
our impact on the climate. To focus on the quality of materials we use, to support the creation
of a circular economy, and eliminate all forms of waste across our value chain.
Recycled plastic
78.1%
recycled plastic processed in our own factories
We have increased the use of recycled plastics from
76.2% in FY23 to 78.1% this year.
See more
on page 85
Carbon intensity
location based
12.8
scope 1 and 2 location-based intensity (tCO
2
e per £m revenue)
We report an increase in our carbon intensity this year,
impacted by acquisitions, adverse changes in carbon
conversation factors and increases in car and gas use.
See more
on page 84
Total carbon
emissions reduction
-10.3%
Total absolute emissions (tCO
2
e)
We have calculated a 10.3% reduction in our total perimeter
absolute scope 1, 2 and 3 carbon emissions compared to FY23.
See more
on page 84
Definitions, basis of preparation, calculation methodology and historical data related to sustainability KPIs and other measures of sustainability performance can be found on pages 200 to 202.
60 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Sustainability continued
Key to status:
Achieved
Partially achieved
Not achieved
Link to United Nations Sustainable
Development Goals (SDGs)
Category Performance Status Comment
People
Our ambition
To continue to develop an engaged and inclusive workforce where our employees feel
valued and can fulfil their potential. To build relationships with the local community, provide
support where needed, and leave a lasting legacy. To place the highest priority on health and
safety as we continue to pursue our zero-harm ambition.
Employee engagement
74
overall score /100
Overall engagement score of 74/100 surpassing both UK and
global external benchmarks for employee engagement.
See more
on pages
68 and 69
Accident frequency rate
0.20
reportable incidents per 100,000 hours worked
We are pleased to report a significant reduction in reportable
accident frequency from 0.30 to 0.20 per 100,000 hours worked.
See more
on page 67
Developing diverse
future leaders
40%
female participants in our MDP
We launched our fourth management development programme
with diversity and inclusion in mind – 40% of the participants
being women.
See more
on pages
70 and 71
Product
Our ambition
To champion the energy saving potential of our products and solutions and support the net
zero ambitions of the countries in which we operate. To continue to develop clean air solutions
that protect people’s health and increase their comfort in an ethical and responsible way.
Low-carbon sales
70.9%
of total revenue
Our low-carbon sales continue to increase, ahead of target for
FY24 and already exceeding our FY25 goal.
See more
on page 86
Avoided emissions
1,872,583
avoided emissions (tCO
2
e)
Avoided emissions resulting from the use of our
heat recovery products sold in FY24 over their life time.
See more
on page 79
Heat recovery products
31.7%
revenue from heat recovery products
Increased heat recovery sales from ClimaRad and recent
acquisition I-Vent, offset by weaker demand in InVENTer.
See more
on pages
77 and 78
Planet
Our ambition
To reduce our environmental impact by improving business efficiencies and minimising
our impact on the climate. To focus on the quality of materials we use, to support the creation
of a circular economy, and eliminate all forms of waste across our value chain.
Recycled plastic
78.1%
recycled plastic processed in our own factories
We have increased the use of recycled plastics from
76.2% in FY23 to 78.1% this year.
See more
on page 85
Carbon intensity
location based
12.8
scope 1 and 2 location-based intensity (tCO
2
e per £m revenue)
We report an increase in our carbon intensity this year,
impacted by acquisitions, adverse changes in carbon
conversation factors and increases in car and gas use.
See more
on page 84
Total carbon
emissions reduction
-10.3%
Total absolute emissions (tCO
2
e)
We have calculated a 10.3% reduction in our total perimeter
absolute scope 1, 2 and 3 carbon emissions compared to FY23.
See more
on page 84
Definitions, basis of preparation, calculation methodology and historical data related to sustainability KPIs and other measures of sustainability performance can be found on pages 200 to 202.
61 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Very
high
Very
low
Very
high
12
3
7 6
4
9
5,8
Significance for stakeholders
Significance for Volution
Sustainability continued
Confronting climate change and carbon emissions remains
at the top of our materiality matrix, along with maximising
the energy saving potential of the products we produce.
Health, safety and wellbeing of our engaged, diverse and
inclusive workforce remains critical to deliver our strategy.
We focus on what
is most important
to our stakeholders
Materiality assessment
1. Climate change and
carbon emissions
2. Health and safety
3. Sustainable products
4. Supply chain management
5. Sustainable materials
6. Packaging/waste management
7. Employee engagement
8. Diversity and inclusion
9. Training and development
We have aligned our purpose
to the UN SDGs
We have aligned our strategy to the United Nations Sustainable
Development Goals, which are the blueprint to achieve a better
and more sustainable future for all. We have focused on what we
can actually influence and where we can make significant impact
across our Group.
The design of Volution’s products helps support
SDG target 3.9: ‘By 2030, substantially reduce the
number of deaths and illnesses from hazardous
chemicals and air, water and soil pollution and
contamination.’ Specifically, 3.9.1 – ‘Mortality rate
attributed to ambient air pollution’.
In action
Our purpose is to provide healthy air, sustainably,
supporting the health and wellbeing of people
within buildings.
The design of Volution’s products helps support
SDG target 7.3: ‘By 2030, double the global rate
of improvement in energy efficiency.’ Specifically,
7.3.1 – ‘Energy intensity measured in terms of
primary energy and GDP’.
In action
With a focus on development and sales of
low-carbon products, we sell product solutions
targeted at reducing carbon emissions of buildings
by making them more energy efficient to run.
Volution’s ambition to be a diverse and inclusive
employer supports SDG target 8.5: ‘By 2030,
achieve full and productive employment and
decent work for all women and men, including
for young people and persons with disabilities,
and equal pay for work of equal value.’
In action
Our ambition is to ensure a diverse and inclusive
workplace for everyone.
62 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

We are part of
the green economy
FTSE Russell Green Mark
We are proud to be in the FTSE Russell
Green Mark 2024 cohort, our fourth year.
The Green Mark is an accreditation which identifies companies
whose products and services contribute to meeting important
environmental objectives. These include climate change
mitigation, adaptation, waste and pollution reduction, the
circular economy, protection of water and marine resources,
and sustainable agriculture.
70.9%
of Group revenue is derived from ‘green’ products and
services as defined by FTSE Russell’s Green Revenues
Classification System in FY23 – significantly above the 50%
threshold required to be awarded the recognition mark.
We are aligned to the EU Taxonomy
Similarly to our Green Economy mark categorisation, 70.9% of
our sales are EU Taxonomy-eligible. These sales fall under the
EU Taxonomy category ‘3.5 – Manufacture of energy efficiency
equipment for buildings’ and are specifically related to climate
change mitigation.
A full definition of our low-carbon product categorisation can
be found on page 202.
Sustainability continued
We report transparently
and consistently
We present our sustainability-related governance, policies and
data in accordance with all the applicable regulations and aim
to follow best practice.
We report within this Annual Report and Accounts in line with:
• The Task force on Climate-related Financial Disclosures
(TCFD) (pages 80 to 87 and 190 to 197);
• The Sustainability Accounting Standards Board (SASB)
(page 199); and
• The SFDR Principal Adverse Indicators (PAI) (page 198)
and all relevant company and listing rules.
Our ESG-related policies can be found on our corporate
website https://www.volutiongroupplc.com/about-us/
governance
Read more on our website
Volution’s products and its approach to
minimising its operational impacts support SDG
target 11.6: ‘By 2030, reduce the adverse per
capita environmental impact of cities, including
by paying special attention to air quality and
municipal and other waste management.’
Specifically, 11.6.2 – ‘Annual mean levels of fine
particulate matter’ (e.g. PM2.5 and PM10 in cities
(population weighted)).
In action
Many of the Group’s products include filtration
designed to remove fine particle matter from the
air helping to improve air quality.
SDG target 12.5 (‘By 2030, substantially reduce
waste generation through prevention, reduction,
recycling and reuse’) is core to Volution’s approach
to sustainability and its ambition to limit its impact
on the environment. Specifically, 12.5.1 – ‘National
recycling rate, tons of material recycled’.
In action
We continue to focus on the adoption of recycled
material, with 78.1% of the plastic used within our
own facilities from recycled sources in FY24.
Volution’s ambition to reduce carbon emissions
and minimise its impact on climate change
supports SDG 13.2: “Integrate climate change
measures into policies, strategies and planning.”
In action
Volution set our ambition in 2021 to achieve net
zero. This year we have submitted our net zero
targets to SBTi for approval. In addition, we are
signatories to the CEO Water Mandate and the
UN Global Compact.
63 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Sustainability continued
Sustainability is integrated
into Group governance
The Group Management Sustainability
Committee and Risk Committee are integral
to the decision-making process of the Group.
More details of the governance structure and
processes can be found in the Governance
sections (pages 88 to 133) and in the TCFD
section (page 80 to 87 and 190 to 196).
The Sustainability Committee met twice times during the year and
discussed key issues impacting the Group:
The Committee reviewed progress on sustainability matters with
senior managers from across the Group. Each business presented
their actions, plans and performance against emission reduction
targets. It was noted that significant progress was being made,
but more needs to be done to ensure future targets are met.
The Committee reviewed the work that had been done in
preparation for submission of the carbon emission inventory
and targets to the Science Based Targets initiative (SBTi) and
recommended it to be approved by the Board and to be
submitted to the SBTi.
The Committee was presented with an update on upcoming
reporting and regulation changes and agreed that further
updates would be provided regularly for their consideration to
ensure compliance. The Committee reviewed the requirements
under the Corporate Sustainability Reporting Directive (CSRD)
– applicable for the Group’s Swedish entities from FY26 and
the whole Group from FY28.
The Committee noted the increasing demands for
sustainability related data both internally and externally,
and the need for continuous improvements in
measurement and collection methodology.
Board
Sustainability Committee
Responsibility for the development and implementation of the Volution Sustainability strategy and
initiatives, covering Product, Planet and People.
The Sustainability Committee is chaired by the Chief Executive Officer and is attended by the designated
Non-Executive Director for Sustainability Matters, Amanda Mellor.
Attended by Amanda Mellor
Employee Engagement
Claire Tiney
Designated NED for Employee Engagement
People section Pages 66 to 75
DEI Committee
Reports to the Sustainability Committee.
People section Pages 66 to 75
64 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Sustainability continued
Amanda Mellor, designated Non-Executive Director for Sustainability Matters Recycled fan casings – DVS
Recycling material for milling – VVUK
Re-useable hemp packing sacks – SIMX
65 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Our ambition
/ To continue to develop an engaged and
inclusive workforce where our employees
feel valued and can fulfil their potential.
/ To build relationships with the local
community, provide support where
needed, and leave a lasting legacy.
/ To place the highest priority on health
and safety as we continue to pursue our
zero-harm ambition.
Definitions, basis of preparation, calculation methodology and historical
data related to sustainability KPIs and other measures of sustainability
performance can be found on pages 200 to 202.
Link to strategic priorities
4
Sustainability
at our core
People
Developing a
work-environment
that is engaging,
inclusive and safe
66 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

People
In FY24, we sharpened our focus to drive
continuous improvement in our health and
safety outcomes.
We encouraged a culture of reporting and learning from incidents
and near misses, and took corrective actions to prevent recurrence.
As a result of this renewed focus, we have seen a reduction in
reportable incidents from FY23, to eight incidents or a frequency
rate of 0.20 per 100,000 hours worked (FY23: 12 incidents, 0.30 per
100,000 hours worked), and reduced minor incidents from a
frequency rate of 0.50 to 0.18 per 100,000 hours worked. We report
reportable incident (UK RIDDOR equivalent) frequency rates per
100,000 hours worked as this represents an approximation of the
hours worked during a person’s lifetime, and allows comparability
across our business units and with other companies.
Safety walks and training around health and safety continues to be
a priority. We also supported our employees to undertake courses
with recognised qualifications in health and safety management
such as IOSH Managing Safely, as we believe this will enhance our
ability to identify and mitigate risks, as well as foster a culture of
excellence and accountability.
Demonstrating our on-going commitment to health and safety, our
Swindon operation in the UK achieved ISO45001 certification in
FY24 and with this we are now fully ISO45001 certified across all
our manufacturing operations in the UK, which is where the largest
part of our manufacturing across the Group is located.
In FY24, we expanded our investment in training and certifying
Mental Health First Aiders who are available to provide confidential
and compassionate support to anyone who needs it.
From ‘Wellness Wednesdays’ in Australia (a suggestion made in the
recent Employee Engagement Survey) to ‘Chez Ventilair’ in Belgium
(a monthly cooking event focused on nutrition), we are committed
to offering various initiatives and resources to support our
employees on their wellbeing journey.
ISO45001 certification at our Swindon facility in the UK
Ventilair Belgium team in fitness trainingSafety walk at the Reading facility in the UK
Reportable incidents
0.20
per 100,000 hours worked
(FY23: 0.30 per 100,000 hours worked)
Minor incidents
0.18
per 100,000 hours worked.
(FY23: 0.50 per 100,000 hours worked)
Health, safety & wellbeing
67 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

People
Employee engagement is pivotal to our
success, directly impacting productivity,
innovation and employee retention. In
October 2023, we launched ‘Volution Voices’,
an extensive engagement survey aimed at
gauging employee sentiments across a
number of factors including Advocacy,
Belonging, Purpose, Collaboration,
Commitment, Communication,
Diversity & Inclusion and more.
The survey was rolled out to our nearly 2,000 colleagues across
the Group in 15 languages and we had a good response rate of
79%. Our overall engagement score was 74, surpassing both the
UK and global external benchmarks. The results of the survey have
helped us gain a deeper understanding of the needs of different
employee groups and identified our areas of strength that we can
continue to build on as well as areas of improvement that we need
to prioritise. AI-powered text analytics on over 3,000 comments
provided us with clear insights to create action plans.
The highest-scoring areas were Purpose (82) and Commitment (79)
which indicated that our colleagues understand the Company’s
strategy, believe in its commitment towards sustainability and are
proud to work for the Company. The score on Health & Safety (78)
is testament to the efforts we are making in this area and we will
continue to reinforce our commitment towards keeping everyone
safe and make on-going investments.
Our score on Growth (70) indicated that our colleagues would
like to have more opportunities for skill development and career
advancement and as part of our action plan we are aspiring to
significantly enhance the level of training per employee in FY25.
We will continue to roll out our e-learning platform across the
Group, providing employees with the opportunity to freely access
training modules that are relevant to their current roles or modules
aimed at building skills for their future roles. In FY25 we will launch
our First-Line Manager training, which will provide managers with
a toolkit to develop their skills to effectively lead teams.
Training in action at inVENTer Germany
Dudley operations (UK) win Quarterly Teams Award
Enhancing employee engagement
68 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

74 82 78 8379 73
People
Enhancing employee engagement continued
Communication (71) was another area we prioritised in our action
plans. In addition to our regular Employee Forums (which are
attended by Claire Tiney, Non-Executive Director) and townhalls
during leadership site visits, we launched our Senior Managers’
briefing meetings with an aim to further enhance the dialogue
between Executive Leadership and leaders from across the Group.
The importance of Rewards & Recognition was another consistent
theme that came up in the survey, and we have since launched a
quarterly rewards programme in some regions with the rest to
follow in FY25.
One of the ways we aim to foster employee engagement is by
celebrating various events throughout the year, as we believe that
these events help us to appreciate the diversity of our workforce,
recognise the contributions of our colleagues, and build a sense of
camaraderie and belonging. By celebrating together, we hope to
create a positive and fun work environment that inspires everyone
to perform at their best.
Volution Voices
Our new group-wide employee
engagement survey
Overall
engagement score
“I am proud to work
for my organisation.”
“I would recommend
my organisation as a
great place to work.”
“My organisation is
strongly committed to
making a positive
impact on the
environment
and society”
“Safety is a top priority
in my organisation.”
“Regardless of
background, everyone
in my organisation has
an equal opportunity
to succeed.”
Celebrations across our group companies
69 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

We operate in a rapidly evolving business
landscape which presents us with challenges
and opportunities that require strategic
leadership. To win in this environment we
recognise the importance of investing in our
people and cultivating future leaders from
within the business.
We were delighted to launch the fourth cohort of our Management
Development Programme (MDP) this year. The MDP is an 18-month
programme that takes participants on a learning journey designed
to enhance personal effectiveness, build high-performing teams,
provide tools to manage change in an uncertain environment and
enable a holistic understanding of business strategy and finance.
An important aspect of the MDP is the business case that runs
alongside the programme, and in keeping with our commitment
to a net zero future, this year’s business case was to review our
carbon emissions and reduction targets. Participants were tasked
with finding the best ways of delivering against our carbon
reduction targets and they worked closely with local leaders to gain
a deeper understanding of the running of each local business and
the impact on carbon emissions. Final proposals will be presented
to members of the Volution Board and the Executive Leadership
Team. The Executive Team are firmly committed to implementing
viable initiatives that will contribute to our net zero ambition.
Find out more about our net zero ambition
www.volutiongroupplc.com/sustainability/planet
People
Developing our leaders
(Management
Development
Programme)
70 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

People continued
Developing our leaders (Management Development Programme) continued
Zeki Akdeniz,
Operations Manager, Volution UK
My biggest take away from the MDP is the opportunity to network
and build strong connections with colleagues across Volution
worldwide. It’s not just about networking with those on the
programme but also connections we’ve made working with local
leadership teams through the business case and during our visit to
the sites across the Group as part of the programme. I now feel that
I am truly a part of the wider global network and I have colleagues
I can tap into whenever I need to seek further input and guidance
on projects I am working on.
Thanks to the MDP, I am now working with my colleague in Sweden,
utilising his knowledge and expertise to support our mouldshop
optimisation project in the UK. Seeing other sites outside of the UK,
it is clear that we have expertise in the Group and answers to all of
our challenges.
Marjorie Goutsmet,
Finance Manager, Ventilair Belgium
The learnings from the MDP will significantly aid my career
development in several ways. The management modules have
equipped me with practical tools and frameworks that I have
already begun to implement, such as the change curve, priorities
matrix, and the concept of working in a state of flow. These
tools have improved my strategic thinking and preparation for
important conversations. Secondly, my newfound confidence in
my management abilities, reinforced by positive feedback and
validation from peers, has diminished my fear of future challenges
and limitations. This confidence allows me to pursue new
opportunities with a belief that my capabilities exceed my
perceived limitations. Lastly, I have discovered a passion for
disseminating knowledge, which I plan to cultivate further by
continuing to learn and share insights with colleagues and beyond.
This holistic development will not only enhance my effectiveness
as a leader but also contribute to the growth and success of
my part of the Group..
Angel Mircheski,
Product Development Director,
ERI North Macedonia
I was delighted to be promoted to the position of Product
Development Director whilst still on the MDP. I believe I now
have a strong foundation to be successful in my new role and
feel ready to take on new challenges. The MDP presented me with
the opportunity to build strong relationships with colleagues from
different functions and Group companies. Throughout the MDP
I experienced the power of including different perspectives to
effective problem-solving. Along this journey I have been able
to sharpen my leadership skills and explore ways in which I can
authentically support my team to succeed.
71 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

People
Martin Goodfellow, Group Technical Director
Innovation is a key pillar to our success and
with the appointment of Martin Goodfellow,
as Group Technical Director, we have
strengthened our executive team. Martin
brings with him a wealth of experience
and will lead the agenda on new product
development for the Group.
Q.
Please share a bit about your background
and how your past experiences have set
you up for success in your role at Volution.
My early career was a deliberate mix between engineering and
technical sales roles. This leveraged my degree in physics and once
I had a few years’ experience I chose to return to academia
to complete my Engineering Doctorate. I was able to combine
all of this experience to develop through a variety of roles within
Rolls-Royce which provided me with incredible opportunities
and a solid foundation for my understanding of engineering,
business management and delivery. I have sought opportunities to
broaden my experience throughout my career and am excited to
bring this to Volution.
Q.
What drew you to Volution and this specific
role? What aspects of the job excite you
the most?
It was clear to me that Volution has a strong track record of
executing a clear and effective growth strategy. I found the
environmental emphasis appealing and the scope of the
possibilities that Volution has before it are very exciting; air quality
is a significant public health challenge and with the impacts of
global warming becoming more apparent the importance of
ventilation has never been clearer. Working in a dynamic, growing
Group which is well positioned to tackle these future challenges
is very exciting.
Q.
Volution is known for its culture of
innovation. How do you plan to keep
that spirit alive and thriving?
My early impression is that we are limited only by our ability to
prioritise. The level of competence and inventiveness I see from a
whole range of technical teams is strong. The key Is selecting the
right innovations to pursue and develop in a timely and effective
way – we are not short on good Ideas here! As Volution continues
to grow it is important to ensure that the right technical networks
develop between each resource centre and business to maximise
our strengths and mitigate any capability or capacity risks.
Q.
Which emerging technologies will
significantly impact our industry,
and how are you preparing for them?
In recent years we’ve seen a drive towards heat recovery
in many markets, particularly those with enhanced building
codes and standards. This trend will continue and there will be
further innovations we can make to products to maximise the
effectiveness of such solutions whilst optimising for reliability,
cost and sustainability.
Further to this, many of our devices will need to play a role in
increasingly ‘smart’ homes. Internet of Things (IoT) connectivity will
start to become normalised across many applications, particularly
where clear value propositions exist for home management or
estate management in commercial or social housing situations.
In the longer term, understanding how changes in air quality,
temperature, energy efficiency and how environmental standards
are adopted and adapted in different nations and regions is key to
developing the appropriate mix of products and solutions. As we
see today, it is unlikely that there will be a single ‘universal standard’,
so a portfolio of solutions will be required, and this will also provide
opportunities for diversity and innovation.
Q.
How will you prioritise innovation to ensure
that our products support the creation of
a circular economy?
Already greater than 70% of our R&D spend is towards low-carbon
innovation initiatives (we report this via the UN Global Compact).
We are market leading in our usage of recycled plastic feedstock.
Our customers, investors and staff all firmly believe that these are
the right areas to progress and I see only opportunity by being
ahead of this broader global trend.
Q.
What are the key opportunities for Volution
over the next three years? And what are
your personal goals for the Company during
this time?
Firstly, we must continue to execute the business plan,
incorporating the right balance of involvement with recently
acquired businesses, whilst leveraging their market access,
unique knowledge and growth potential.
Secondly, we will continue to expand both organically and
inorganically. For organic growth I think there Is significant potential
for us to refine focus of our product ranges which will in turn enable
us to adopt platform and modular design approaches that will allow
us to offer an enhanced suite of products with a reduction in cost.
Thirdly, with regard to the transition to digitally enabled products
and services (as mentioned previously), we have the opportunity to
adopt, develop and incorporate new technologies into our products
that will delight customers. Determining how we do this, for which
products and markets and the appropriate commercialisation
strategies is one of our most exciting challenges.
Strengthening leadership
72 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

People
We believe that diversity, equity, and inclusion
(DEI) are important elements that shape our
culture, encourage innovation, and contribute
to sustainable success. Our DEI efforts in
FY24 have shown considerable progress,
marking an important phase in our journey.
We are committed to increasing the share of women in our workforce
especially in leadership roles. One notable achievement is the
representation of women in our recent management development
programme with nearly 40% of the participants being women. This
not only empowers our female colleagues but also enriches our
leadership pipeline with diverse perspectives.
We continued to roll-out unconscious bias training in the company.
This training is designed to educate and sensitise our leaders on
the subtle biases that can influence decision-making and workplace
interactions. By doing so, we aim to create a more equitable and
inclusive environment.
We know that we are still in the early stages of our DEI journey but we
were delighted to see, in our recent employee engagement survey
results, that our employees recognise that diverse perspectives are
valued (Score 73) and that regardless of background everyone has
an opportunity to succeed at Volution (Score 73). Our employees
have expressed strong satisfaction with the inclusive environment
we are committed to fostering and this reinforces our resolve to
continue on this path.
We recognise the importance of collaborating with like-minded
organizations to drive change across the industry. In FY24 we joined
the Construction Inclusion Coalition (CIC) and committed to the
Built on Better pledge, which provides clear guiding principles for
businesses in the industry to improve equity, diversity and inclusion.
We are excited about the journey ahead and the opportunities to
create a more inclusive future for our Company and the industry
we operate in.
In FY25 we will prioritise data collection to better understand the
DEI landscape within our organisation and to effectively guide
our strategy.
Board
Male: 57
%
Female: 43
%
Senior managers
1
and direct reports
Male: 77
%
Female: 23
%
All employees
Male: 69.9%
Female: 30.0%
Prefer not
to say: 0.1%
1. Legislation requires that we define “senior managers” as the directors of
our subsidiary companies. However, the Board believes this information
does not provide a meaningful analysis of how the Group operates so
the data shown reflects the proportion of senior managers by our own
internal grading system. The number also excludes Board Directors.
The statutory reporting requirements can be found on pages 105 to 106.
Simx team in NZ celebrate Pink Shirt Day, an antibullying
campaign that celebrates diversity and creates environments
where all people can feel safe, valued and respected
As individual members we pledge to:
• Drive the recruitment, retention and progression of
under-represented groups in the industry
• Foster an environment that encourages feedback and
higher satisfaction from under-represented groups
• Transform internal processes for concerns and complaints
to be raised by any and all colleagues
• Measure and report on our progress year-on-year to
ensure continuous progress and development
Find out more about our approach to DEI
www.volutiongroupplc.com/application/files/9516/7949/7556/
Volution_Group_-_Responsible_Operations.pdf
Reinforcing our commitment to
Diversity, Equity and Inclusion
73 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Clive Bishop, Sales Director UK, raised £8,500 for
Cancer Research UK riding 1,000 miles from Land’s End
to John o’ Groats in 24 hours.
DVS team in NZ come together to raise funds in support
of the Asthma and Respiratory Foundation NZ.
UK team raised £14,600 for Young Lives vs Cancer
People
At Volution, we actively encourage our
colleagues to make a meaningful impact
in the communities we serve. In FY24,
our colleagues demonstrated their strong
commitment to social responsibility by using
their skills and resources to raise funds for
worthy causes and to help others in need.
We are proud of their creativity and generosity
in making a positive difference in the world.
Alan Parkinson, Operations Director at National Ventilation UK,
completed the D-Day 44 Challenge (44-mile run) in aid of
Combat Stress, the UK’s leading charity for veterans’ mental
health and raised £2,000.
Colleagues at ClimaRad Netherlands developed the ‘Wonderfoon’,
a rotary telephone that has been converted into a mini jukebox for
the Zozijn foundation residents with dementia.
Engaging with our communities
74 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Andrew Nyadzo, Head of Group Procurement
In our ongoing commitment to social
responsibility and ethical business practices,
we have taken significant strides in influencing
the conditions for workers within our supply
chain. Recognising the importance of
human rights and labour standards, we have
implemented comprehensive strategies and
practices to ensure that our suppliers treat
their workers with the respect and dignity
they deserve.
In FY24, we did the following to contribute to the drive to eradicate
modern slavery and improve working conditions:
• 110 people in supply chain, operations and senior management
roles were trained on how to identify key indicators that are
usually exhibited by victims of modern slavery.
• We conducted 50 site audits & 21 desktop audits for suppliers
who fall in scope for enhanced surveillance based on our risk
assessment criteria.
• We have continued engagement with 186 suppliers with whom
we spend £100,000 or more to ensure that they are constantly
reviewing their own supply chains to eliminate modern slavery.
• Our audit checks now include a review of staff working hours.
Suppliers who routinely rely on staffing working overtime which
is more than prescribed by local laws or guidelines are required
to implement a corrective action plan.
Ventilair Belgium awarded Voka Charter
for Sustainable Entrepreneurship (VCDO)
VCDO is a practical programme developed by the Flemish
Chamber to support companies in contributing to the realisation
of the UN SDGs The Chamber and the company study each
challenge and draw up a plan of at least ten action points that take
into account the specific characteristics and possibilities of each
company. After one year, the plan is evaluated by an external
evaluation committee. A positive evaluation leads to the award of
the Voka Charter for Sustainable Entrepreneurship (VCDO). Some
of the actions defined by the Ventilair team include Chez Ventilair
– Get Veggie, Cycle to Work scheme, Welt Traject, community
partnership projects and fitness activities for employees.
Ventilair Belgium awarded Voka Charter for Sustainable
Entrepreneurship (VCDO).
People
Find out more about our commitment to social responsibility
and ethical business practices www.volutiongroupplc.com/~/
media/Files/V/Volution/sustainability/policies/Modern_
Slavery_Statement_FY23.pdf
Continued commitment to
ethical business practices
75 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Products
Improving air quality
and reducing emissions
Our ambition
/ To champion the energy saving potential of
our products and solutions and support the
net zero ambitions of the countries in which
we operate.
/ To continue to develop clean air
solutions that protect people’s health
and increase their comfort in an ethical
and responsible way.
Definitions, basis of preparation, calculation methodology and historical
data related to sustainability KPIs and other measures of sustainability
performance can be found on pages 200 to 202.
76 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Products continued
Our approach
Our products are intrinsically designed to improve air quality and
comfort of the buildings in which they are installed. We engineer
them to protect our customers from the impact of pollution in the
spaces they inhabit, whilst simultaneously supporting the fight to
make these spaces less carbon intensive. In addition, we focus on
making the products less intrusive, quieter and easier to install
and use.
Our commitment to innovation
Our commitment to an ‘innovation-for-benefit’ approach is central
to Volution’s mission, driving us to deliver products that make a real
difference. We emphasise sustainable, user-centric design, ensuring
our solutions not only meet market needs but also enhance societal
wellbeing. By incorporating recycled materials into our manufacturing
processes and developing products that improve air quality, we
create eco-friendly solutions that benefit both people and the planet.
Our continuous investment in R&D and collaborative efforts with
supply chain stakeholders reflect our dedication to progress,
functionality and accountability. Looking ahead our focus remains
clear: innovating for a better future, creating value, and ensuring
a positive legacy for generations to come.
Spotlight on innovation
This year we have launched a range of new products, all with a
focus on improving energy efficiency. From the first continuous
DC heat fan light in Australia, with the Heatforce DC through to
an integrated AHU in Finland with ventilation and a heat pump,
our focus on efficiency remains the same.
Econiq Cool Flow
The Econiq range are designed to provide
effective, comfortable ventilation with low
energy consumption and up to 93% heat
recovery efficiency. The latest addition to
the family also helps to mitigate overheating
in the warmer months. Integrated controls
mean the unit automatically switches
between heat recovery, summer bypass
for free cooling when available, and active
cooling mode through the integrated,
3.78KWh cooling module.
ClimaRad Vita H1C
The new ClimaRad Vita H1C-S ventilation
unit with convector for active heating
and cooling is specially designed for low-
temperature heating systems, such as heat
pumps in residential buildings. The inclusion
of heat recovery means the system
provides ventilation and heating or cooling
on a room-by-room basis and includes
sensors for automatic control of the
environmental quality.
77 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Fresh incoming
air from outside
Warm air introduced
to the home after
recovering heat
Air exhausted to
outside after the heat
has been recovered
Stale air extracted
from the house
Saving energy and avoiding emissions
Products continued
How heat recovery ventilation works
Heat Recovery Ventilation (HRV) is a system
designed to improve indoor air quality and
energy efficiency by exchanging stale indoor
air with fresh outdoor air while retaining much
of the heat energy. Here’s how it works:
1. Air Exchange
• Incoming Fresh Air: The HRV system draws fresh air from
the outside.
• Outgoing Stale Air: Simultaneously, it expels stale air from
the inside of the building.
2. Heat Exchange Process
• The key component of an HRV system is the heat exchanger.
This part of the system allows the two air streams (incoming
and outgoing) to pass close to each other without mixing.
• As the stale indoor air exits through the heat exchanger, it transfers
much of its heat energy to the incoming cold fresh air. This process
happens without the two airflows actually touching or mixing.
3. Efficiency and Energy Savings
• By recovering heat from the outgoing air, the HRV system
pre-warms the incoming air during cold seasons, reducing
the need for additional heating.
• In warm seasons, some systems can also work in reverse to
pre-cool the incoming air, enhancing cooling efficiency.
4. Filtration
• Before the fresh air enters the building, it typically passes
through filters, which remove dust, pollen and other
contaminants. This ensures that the air quality is improved
along with the heat recovery process.
5. Balanced Ventilation
• HRV systems are designed to balance the amount of air being
exhausted with the amount being introduced. This prevents
pressure imbalances that could cause drafts or affect the
performance of other ventilation systems.
Benefits of HRV Systems
• Energy Efficiency: Significant energy savings by reducing the
load on heating and cooling systems.
• Improved Air Quality: Constant supply of fresh, filtered air,
while stale air is continuously removed.
• Comfort: Maintains a comfortable indoor temperature by
reducing the loss of heat (or coolness).
In summary, HRV systems are particularly beneficial in climates
with cold winters, where they help maintain indoor warmth without
significant energy losses, and they improve overall indoor air
quality by ensuring a steady exchange of fresh and stale air.
78 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Products continued
1. Calculated by taking the Volution reported avoided emissions of 1,872,583 tCO
2
e and dividing by the median emissions for an existing dwelling
in England for one year (ONS, 2023).
2. Calculated by taking the Volution reported avoided emissions of 1,872,583 tCO
2
e and dividing by the overall average emissions per mile for UK diesel
automobiles, (Department for Transport, 2024) assuming 7,000 miles driven per annum per vehicle (DfT, 2024).
Avoided emissions
Employing heat recovery ventilation solutions in airtight, optimally
insulated buildings enables marked reductions in the energy used for
heating or cooling. Alongside these energy reductions and correlated
financial benefits, there are significant carbon emissions that are
avoided when compared with alternative, base-line ventilation.
Building on the model that we designed in collaboration with Arup
and updating for carbon conversion factors, this year we have
again calculated the avoided emissions from our heat recovery
products sold in the current year, over the lifetime of those
products sold.
Our heat recovery products consistently reduce energy
consumption throughout their useful life, thereby avoiding
emissions for more than just a single year. Further, with every
successive year, the sales contribute to the growing installed base,
leading to cumulative emission reductions. We have, however,
assessed only the lifetime emissions of heat recovery products
sold in FY24.
The estimates of the equivalent number of homes and cars
shown are subject to the same assumptions, limitations and
sensitivities of the calculation of the Volution reported avoided
emissions, and further by the assumptions and limitations of the
average emissions for homes and cars published by the Office for
National Statistics (ONS) and the Department for Transport (DfT)
and used for the calculations.
Definition – avoided emissions
Avoided emissions are those emissions avoided from the use
of Volution Group heat recovery products when compared with
alternative measures of ventilation. Avoided emissions are not
included within Scope 1, 2 or 3 emissions, and do not form part
of reporting of total emissions or net zero targets for the Group.
Details about the methodology used and assumptions
and uncertainties inherent in the calculation can be
found on page 197
The same as:
1,872,583 tCO
2
e
Avoided emissions from the use of our heat recovery
products sold in FY24 over their lifetime of use
or
604,059
homes’ carbon dioxide
emissions for 1 year
1
971,710
cars off road for 1 year
2
79 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Planet
Volution is
committed to a net
zero carbon future
Our ambition
/ To reduce our environmental impact
by improving business efficiencies and
minimising our impact on the climate.
/ To focus on the quality of materials we
use to support the creation of a circular
economy, and eliminate all forms of
waste across our value chain.
Definitions, basis of preparation, calculation methodology and historical
data related to sustainability KPIs and other measures of sustainability
performance can be found on pages 200 to 202.
80 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

In FY22, Volution committed to a net zero
carbon future. Since then, we have worked
on continually increasing the perimeter of
our carbon inventory, and this year we are
reporting on all categories in Scope 1, 2 and 3.
We have revisited the methodology of our
carbon assessment to ensure that we are using
the most appropriate carbon conversion
factors and ‘wheel-to-well’ methods.
This means that we have restated our
reported carbon for the FY23 base year,
increasing our total emissions base from
which to track our reductions.
We have followed through on our public
commitment and this year have submitted
our targets for approval by the SBTi.
We believe that this public expression of our
science-based targets, joining others who
have made the commitment, is critical as
we play our part in the global challenge
of achieving net zero.
Science-based targets
We are confident that we can achieve our target reduction goals.
The largest portion of our carbon inventory stems from the emissions
associated with the use of our products – scope 3 category 11. Since
we operate in a sector where our products use electricity, and the grid
is increasingly decarbonising, we are already part of the solution.
Coupled with the low energy consumption of our products, and our
efforts to address the rest of our carbon inventory, we are confident
that our targets are within reach and are achievable.
Where and When appropriate:
• We will move all procured electricity to 100% renewable sources
• We will transition to an electric fleet
• We will train and Improve staff energy awareness
• We will implement incentive schemes where appropriate
(senior management and Company-wide)
• We will install LED lighting and controls throughout our sites
• We will invest in efficient manufacturing equipment
• We will manage and maintain existing equipment to reduce
fugitive emissions risks
• We will Increase energy metering and energy management
controls across operational sites
• We will move gas-powered sites to electricity when appropriate
• We will invest in renewable energy production (e.g. solar) at our
sites where appropriate.
Where and When appropriate:
• We will work with our supply chain and industry to increase
the use sustainable products and inputs
• We will work towards 90% of the plastic processed in our
factories to come from recycled sources
• We will continue to increase the proportion of low-carbon
product that we sell
• We will continue to increase the energy efficiency of the
products that we sell
• We will close the loop on the circular economy, recovering
our end-of-life products, recycling and re-using
• We will reduce air freight to the minimum possible
Although our submission to SBTi
is a roadmap to net zero by 2050,
we aspire to reach net zero earlier.
Our aspiration to reach net zero by 2040 that we announced
in 2021 was based on a smaller perimeter, excluding scope 3
category 11 emissions, When including these emissions from the
use of our products sold, we are reliant on the speed of grid
decarbonisation to deliver net zero earlier.
Our SBTi targets and commitments are that:
• we commit to reduce absolute Scope 1, 2 and 3 GHG emissions 65.00% by 2034 from a FY2023 base year; and
• we commit to reduce absolute Scope 1, 2 and 3 GHG emissions 90.00% by 2050 from a FY2023 base year.
Commit Develop Submit
Initial
validation
Technical
screening
Target
approval
Acting on our
SBTi commitment
Commitment
to SBTi target process
October 2022
Developed full carbon
inventory and targets
FY24
Submitted
SBTi aligned targets
July 2024
Completed
July 2024
Completed
August 2024
Estimated
December 2024
Planet continued
81 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Our pathway to net zero
700,000
600,000
500,000
400,000
300,000
200,000
100,000
0
2023 baseline 2050
Net zer
o
Scope 1 and 2
Scope 3 – use of our products
Scope 3 – other
Gap
2024 onwards
Reduction in Scope 3 category 11 – ‘emissions from use of our products’
due to grid decarbonisation – aligned to commitments made by
governments in the countries in which are products are sold
Our targets are aligned with the objective of reducing total absolute
emissions by 65% by 2024 and by 90% by 2050. Our targets include an
underlying growth in the business of 2% p.a. Working with an independent
consultant, we have set a roadmap including active and passive emissions
reductions, which, if delivered, would meet these targets.
2026
75% of our revenue from low-carbon products
90% recycled plastic in our products
2028
All locations on renewable energy tariffs.
90% of air freight switched to sea freight
2030
Natural gas reduced by 50% at UK sites
100% electric fleet
2040
Natural gas removed at UK sites
Planet continued
82 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Planet continued
Compliance Statement
We are committed to consistent and
transparent reporting aligned to the
recommendations of the TCFD and will
continue to work with our stakeholders to
provide comprehensive data.
We comply with the Financial Conduct
Authority’s (FCA’s) Listing Rule 6.6.6(8)(a) and
within this Annual Report and Accounts and
make disclosures consistent with the 2017
TCFD recommendations as well as the
updated TCFD 2021 guidance, across all four
of the TCFD pillars: Strategy; Governance; Risk
Management; and Metrics and Targets.
In preparing our disclosures, we considered
the industry-specific guidance for the
materials and buildings/construction industry,
and so disclose data on our assets vulnerable
to climate risks, and executive remuneration.
We do not consider other industry-specific
metrics as material for the Group.
The highlights are included in this section of
the Annual Report, with more detail provided
on pages 190 to 196.
We are committed to further improving our
reporting and disclosures in future, including,
but not limited to, further enhancing the
accuracy of our emission data, and the
sophistication of our scenario analysis.
TCFD pillars
1. Governance
2. Strategy
3. Rick Management
4. Metrics and Targets
1. Governance
Climate change is embedded in the governance structure of
the Group through a decentralised local ownership, overseen
by Group leadership and under the ultimate oversight of the
Board. The Board is collectively responsible for promoting the
long-term sustainable success of the Company, generating
value for shareholders and contributing to wider society.
The Governance structure is shown on page 64 and more
detailed TCFD Governance pillar disclosures are provided on
pages 190 and 191.
2. Strategy
Our sustainability ambition is to champion the energy saving
potential of our products and solutions and support the net
zero ambitions of the countries in which we operate. The
regulatory tailwinds should significantly increase demand for
our sustainable and innovative ventilation solutions, while our
leading position in the UK, Continental Europe and Australasia
ventilation markets means that we are well positioned to seize
this opportunity.
Our strategy is shown on page 34 to 37 and more detailed
TCFD Strategy pillar disclosures are provided on pages
191 to 193.
3. Risk Management
The opportunities that are available to us are a key driver to our
Sustainable Growth Model. Our organic growth is driven by our
local businesses taking the opportunities available to them in
each market, driven in part by the local regulatory tailwinds
(see page 8). Our drive to innovate and develop new products
ensures that we are able to maintain a leadership position
in low-carbon and heat recovery products. Our growth from
acquisition targets successful businesses that specialise in
low-carbon and heat recovery products.
The climate risks and opportunities are described in pages 86
and 87 and more detailed TCFD Risk Management pillar
disclosures are provided on pages 190 to 192.
4. Metrics and Targets
We disclose all Scope 1, 2 & 3 carbon emissions and have set
detailed annual targets, and we have distributed these targets
to each of our local businesses.
Our metrics for the percentage of our total revenue that is from
low-carbon and heat recovery products tracks the extent to
which we are utilising the opportunities that climate change
brings. The success of our investments and capital allocation,
both in terms of plant and equipment and in the acquisition of
low-carbon businesses, is reflected in increased sales from
these products.
We have aligned our revenue with the EU Taxonomy and
continue to report under the FTSE Russell Green Economy
taxonomy. We believe these externally reported metrics allow
us to demonstrate the success of our continued delivery
against our sustainable growth strategy.
Our FY24 emissions and performance against targets are shown
on pages 195 and 196, and more detailed TCFD Metric and
Targets pillar disclosures are provided on pages 200 to 202.
Task Force on Climate-related Financial Disclosures
83 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

36.8
34.1
28.1
25.5
27.9
20.8
19.4
15.1
12.3
12.8
2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
2024
12.3
Planet continued
Carbon emissions – Highlights
Total absolute Scope 1, 2 and 3 emissions
662,043
10.2% lower than FY23 (FY23: 737,898)
13.8% ahead of FY24 target
Scope 1 and 2 Intensity measure tCO
2
e/£m revenue
12.8
4.1% higher than FY23 (FY23: 12.3)
11.3% behind FY24 target
Scope 1 and 2 Performance – Carbon intensity (tCO
2
e/£m of revenue 2014 to 2024)
Carbon intensity
65.2%
10-year reduction
Q.
Why is our Scope 1 and 2 Intensity
measure up?
Our chosen measure of carbon intensity has increased to
12.8tCO
2
/£m revenue (FY23 restated: 12.3tCO
2
/£m revenue). This
increase is impacted by the inclusion of emissions from our three
most recent acquisitions for the first time in FY24, and of increases to
the carbon conversion factors of North Macedonia. In addition we
used more fuel in car journeys and more gas in our UK facilities. We
continue to drive energy efficiencies through the work of our
colleagues around the business (page 85).
Q.
Why is our total absolute emissions
measure down?
Our total absolute scope 1, 2 and 3 emissions is 10.3% lower than
FY23 and 13.7% ahead of the target for the year. This decrease is
primarily the result of product mix at our heat recovery cell
business (ERI), where a lower mix of very large commercial heat
cells has reduced the expected emissions from the use of our
products sold in FY24 overall their lifetime (Scope 3 – category 11),
and the increase in the proportion of our revenue made up of
low-carbon products.
Impact on financial statements
When preparing the consolidated financial statements on pages 141
to 181, the Directors considered the impact of climate change risks
and opportunities, and the actions necessary to achieve the short-,
medium- and long-term targets set for carbon emissions reduction.
After careful consideration of these factors, the Directors
concluded that there are no material impacts to the assumptions,
estimates or judgements used in the preparation of those accounts
relating to climate change.
When assessing the carrying value of tangible and intangible
assets for impairment at the balance sheet date, we considered the
impact of climate change under both the 1.5c and 4c scenarios and
concluded that there was no material adverse financial impact over
the period of assessment that could lead to impairment. Our
analysis of the resilience of our main locations to the physical risk of
climate change also showed us that there is no impact on the
useful lives of our material physical assets.
Our carbon reduction targets and commitment made to achieve
net zero have been carefully considered and we have concluded
that the actions that we will take do not have a material adverse
impact to future cash flows. Our short-term commitments such as
reducing air freight, increasing recycled plastic, moving to 100%
renewable tariffs, and moving to a fully electric vehicle fleet do not
require material incremental investment, and the longer-term active
reductions alongside the passive market reductions do not
materially adversely impact future cash flows.
This continued success in delivering carbon reductions whilst not
impacting profitability has been demonstrated over the ten years
since the Volution Group plc IPO which has seen a reduction of
Scope 1 and 2 carbon intensity of 65.2%.
Transition to net zero – in action
84 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Our colleagues are engaged and empowered
to deliver against the carbon reduction, waste
elimination and other sustainability targets we
have set ourselves. These are some of the
things we have worked on across the Group
that show real results this year.
UK
• Reducing waste – all UK sites are now “Zero-Landfill”, with
recycled waste up from 59% to 67%
• Removing unnecessary journeys – ‘DIFOT’ Delivery in full on
time, to ensure most efficient shipments to customers – c30%
improvement year on year
• Efficient production – four new injection moulding machines
averaging 30% more energy efficient
• Clean and safe – old paint facility closed – chemicals removed
• Efficient production – site consolidation in Swindon and Dudley
with investment to improve the buildings, reducing emissions.
• Clean energy – ongoing feasibility study into solar panels across
the UK estate.
Europe
• Product design – ERI designing products for lower pressure
loss and hence more energy efficiency
• Working with suppliers – ERI sourcing aluminium which
increasingly contains high proportion of recycled content.
• Clean energy – Nordics – final assessment stage to replace
oil with geothermal heating
• Efficient production – Nordics – new moulding machine
using 25% less electricity
• Removing unnecessary journeys – ClimaRad – only full
trucks from factory in Bosnia Herzegovina to warehouse in
Netherlands lowering CO
2
and optimising stock
• Product lifecycle – new upgrade kit to retrofit new round
product into the existing installed square channel – reducing
energy needed to install upgrade, and less waste.
Planet continued
Transition to net zero – in action continued
Australia and New Zealand
• Sustainable filters – Change from polyester to wool filters which
are 90% biodegradable and traceable from farm to consumer
• Recycle and reuse – Halving number of plastic bags used for
filters, moving from a two-bag system to a single branded
recycled/recyclable bag. Hemp bags in insulated duct
manufacture working well
• Product lifecycle – reuse of plastic fan casings in units,
and electronics from used units stripped and recycled.
• Clean energy – discussions with sea freight suppliers to
utilize biofuel
• Working with suppliers – 50% key suppliers changed
from polystyrene to recyclable packaging.
Recycled plastic in our products
78.1%
1.9pp higher than FY23 (FY23: 76.2%)
5.3pp behind FY24 target of 83.4%
We continued to increase the use of recycled plastics within the
products that we manufacture in our facilities.
Although we did not achieve the stretching target we set for FY24,
significant progress was made and we exited the year with a Q4
run-rate of over 83% recycled, and with our main plastics facility (in
the UK) running at an impressive 90.0% run-rate. We aim to
increase usage further as we strive to reach our Group 90%
ambition, delivering both cost and carbon savings.
85 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Planet continued
Climate opportunities and risks
Physical risk – acute and chronic
Changing weather patterns, linked to climate change, may directly
damage our production facilities or disrupt our supply chain.
Scenario 1.5ºC
Likelihood Potential impact
Short term Long term Short term Long term
Scenario 4ºC
Likelihood Potential impact
Short term Long term Short term Long term
Strategic response and resilience
Our main production assets are not exposed to direct risks of
extreme weather or other impacts of climate change over the short
or medium term. We engage with our supply chain and maintain
alternative sources and sufficient inventory to avoid the impact of
short-term disruption. Our geographic spread from our international
acquisition strategy helps to mitigate the impact of local disruption.
Impact on financial statements
There is no material impact on going concern, impairment, or
useful economic lives of our assets, nor any required increase
in opex or capex to mitigate or replace our assets.
Associated principal risk
1 2
Metrics and targets
Continued monitoring of each of our significant locations and
portfolio of owned properties.
Our transition opportunity
Volution products support legislative transition as we decarbonise
Buildings are responsible for around 36% of total CO
2
emissions and
40% of total energy demand. If we are to hit global net zero targets,
we must deal with the existing building stock as well as building
new compliant buildings. With 90% of the buildings we have today
expected to be still standing by 2050, and a current refurbishment
rate of just 1% per year, we need new initiatives.
To deliver net zero ready buildings we must make them airtight,
insulate them well and decarbonise the heating source. These
actions will impact the indoor environment and air quality, and
ventilation will be even more important for both health and comfort.
Doing that without losing heat, and therefore energy, will require
energy-efficient ventilation solutions including heat recovery.
If we are successful and reduce the energy demand in buildings by
80% by 2050, we will save more than 30% of our total energy needs.
To achieve this, we need to at least triple the rate of existing building
stock renovation, to 3% a year.
As a structural growth driver, In May 2024, the European
Commission finally adopted the strengthened Energy Performance
of Buildings Directive (EPBD). This represents another milestone of
the European Green Deal. These regulations will stimulate the
renovation market in the EU and will trigger a wave of renovations
and create increased demand for energy-efficient upgrades.
Similar regulatory drivers exist in all our markets and are fully
described on pages 18 to 23. These responses to climate change
will increase demand for our low-emission products and services.
Strategic response and resilience
The energy saving potential of our products and solutions and
ability to support the net zero ambitions of the countries in which
we operate. We are part of the Green Economy, evidenced by the
LSE Green Economy Mark and the eligibility of our products to
the EU Taxonomy.
Impact on financial statements
The opportunity that the just transition to a net zero economy
presents, is conservatively built into our going concern and
impairment reviews.
Metrics and targets
Low-carbon Sales
70.9%
Avoided emissions
1,872,583
tCO
2
e
Heat recovery products
31.7%
86 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Planet continued
Transition risk – reputation
Investors and lenders may show a preference to allocate capital to
businesses with smaller climate impacts, and customers may select
competitors which are perceived as having delivered on their plans
to reduce carbon.
Scenario 1.5ºC
Likelihood Potential impact
Short term Long term Short term Long term
Scenario 4ºC
Likelihood Potential impact
Short term Long term Short term Long term
Strategic response and resilience
Sustainability is at the heart of our purpose and key to our strategy.
We have appropriate governance and KPIs in place to ensure
delivery of our strategy. We continue to engage with our investors
and lenders and are confident our strategy is well understood.
Impact on financial statements
There is no material risk that we would be unable to raise sufficient
funds for future business requirements that could impact our
growth strategy, going concern or viability.
Associated principal risk
N/A
Metrics and targets
Availability of financing and share price.
Climate opportunities and risks continued
The Strategic Report was approved by the Board
and signed on its behalf by Ronnie George, Chief Executive
Officer, on 9 October 2024.
Ronnie George
Chief Executive Officer
9 October 2024
Transition risk – policy and legal
Governments may implement taxes or charges which penalise
businesses that do not reduce carbon, also increasing the input
cost of energy, freight and materials.
Scenario 1.5ºC
Likelihood Potential impact
Short term Long term Short term Long term
Scenario 4ºC
Likelihood Potential impact
Short term Long term Short term Long term
Strategic response and resilience
We engage with our suppliers to positively challenge and improve
our production supply chain with a focus on eliminating waste,
minimising emissions and maximising efficiency. Our carbon
reduction targets mitigate potential penalties or charges.
Impact on financial statements
There is no material impact on going concern, impairment, or
useful economic lives of our assets, nor any required increase
in opex or capex to mitigate or replace our assets.
Associated principal risk
4 9
Metrics and targets
Gross profit margin, adjusted operating profit margin.
Transition risk – policy and technology
Governments may implement stricter regulation, rendering
elements of our product portfolio non-compliant.
Scenario 1.5ºC
Likelihood Potential impact
Short term Long term Short term Long term
Scenario 4ºC
Likelihood Potential impact
Short term Long term Short term Long term
Strategic response and resilience
As active members of trade associations across our Group, we
influence directional change in building regulations and improve
industry guidance. We are committed to investing in innovation
to support breakthroughs in sustainable living and ensuring that
emission reduction is a core consideration in our solution design.
Impact on financial statements
There is no material impact on going concern, impairment, or
useful economic lives of our assets, nor any required increase in
opex or capex to mitigate or replace our assets.
Associated principal risk
7 9
Metrics and targets
Percentage of revenue from low-carbon and heat-recovery products
Short
Minimal
financial
impact to the Group
Medium
Some
financial
impact to the Group
but not material
High
Material
financial
impact to the Group
Potential impact
87 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Governance
report
Governance report
89 Chair’s Introduction to Governance
92 Compliance with the Code
93 Board Diversity Dashboard
94 Board of Directors
96 Governance Framework
99 2024 Board Activities
101 Governance Report
108 Nomination Committee Report
110 Audit Committee Report
117 Directors’ Remuneration Report
130 Directors’ Report
133 Directors’ Responsibility Statement
88 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Chair’s Introduction to Governance
Promoting a sustainable future
through high standards of
corporate governance
Dear shareholder,
On behalf of the Board, I am pleased to present the Governance
Report for the year ended 31 July 2024. The Report provides detail
and insights into the work and activities of the Board and its
Committees during the period.
The Board remains committed to maintaining the highest standards
of corporate governance, with decisions being made for the
benefit of our shareholders and other stakeholders by promoting
and maintaining the long-term success of the Company.
Compliance with the 2018 UK Corporate Governance Code
The Board believes that good corporate governance supports
longer-term shareholder value, and sets the culture, ethics and
values for the Group. I am pleased to report that the Company has
complied in full with the principles and provisions of the 2018 UK
Corporate Governance Code (the 2018 Code). A copy of the 2018
Code can be found at www.frc.gov.uk.
The Board has spent time during the year considering the impact
of the changes to the UK Corporate Governance Code published
in January 2024 (the 2024 Code) as we prepare for compliance
with the updated version, which will apply to the Company for the
financial period beginning on 1 August 2025 (other than Provision
29 which will apply a year later).
Nigel Lingwood
Chair
9 October 2024
89 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Product presentation by the Sales team, Reading Facility Tour, ERI, Bitola
Chair’s Introduction to Governance continued
Strategy and sustainability
In line with our annual programme of work, the Board’s agenda
this year included matters of strategic importance, including M&A,
product innovation, capital expenditure decisions, risk appetite, the
Group’s decarbonisation plans and our people.
In July 2024, the Board attended an off-site strategy session, which
involved having an extensive look at current strategy and future
opportunities. Facilitated by an external management consultancy,
CIL, this provided a highly valuable opportunity for the Board to
discuss the Group’s markets and opportunities which are the
drivers of future growth.
To aid our work on sustainability, we received informative
updates from the Group’s Management Sustainability Committee
and from our Senior Independent Director, Amanda Mellor, who is
the nominated Director for oversight of sustainability matters, and
who attends the Committee sessions.
A thorough understanding of the Group’s sustainability targets,
decarbonisation plans, and the contribution to ‘avoided emissions’
through energy efficient products, is essential due to the integral
nature of this important underpin to our commercial strategy.
Board composition and succession planning
There were no changes to the Board in the financial year, following
the busy period of the prior year during which I became Chair of
the Board and Jonathan Davis was appointed as the new Audit
Committee Chair. We are mindful that Claire Tiney will reach her
nine-year tenure on the Board in August 2025, and so we will
instigate a search for her replacement at the beginning of the
next financial year.
Taking into account the continuing expansion of the Group, and
therefore the increasing importance of the ‘bench strength’ to
support the Executive Management Team in maintaining high-
quality delivery against strategic goals, a detailed presentation
was given to the Nomination Committee by the CEO and the Group
Head of HR in May 2024. The presentation included a ‘deep dive’
into the key executive roles across the Group, the skills and the
expertise needed in the business. The Committee also focused on
proposals for the organisational development of the management
of the Group as the business continues to expand. This session
provided a valuable insight into the impressive range of talent
across the Group, and a deeper understanding of the structure
of the global teams.
External Auditors
As reported last year, the Audit Committee conducted a
competitive audit tender process in 2023, which resulted in the
appointment of PwC as the new External Auditor. One of the key
priorities for the Audit Committee this financial year has been to
ensure the transition to PwC has been effective. More insights are
set out in the Audit Committee Report on pages 108 and 109.
Remuneration
We were pleased with the high level of support that we
received at last year’s Annual General Meeting (AGM) for the new
Directors’ Remuneration Policy and Report. Feedback provided
during our extensive shareholder consultation last year on the Policy
indicated that shareholders would like to see the incorporation of
Return on Invested Capital (ROIC) into the Long Term Inventive Plan
(LTIP) measures and, pursuant to this, the Committee has proposed
a ROIC underpin. Further details on this and the other decisions of
the Remuneration Committee are provided in the Directors’
Remuneration Report on pages 117 to 129.
Evaluating the Board’s effectiveness
Each year, the Board undertakes a formal evaluation of its
effectiveness. This year we carried out an internal evaluation to
assist in the development of the Board. The results of the Board
evaluation confirmed that the Board continues to function well and
that there are no significant concerns among the Directors about
its effectiveness. The Board members were seen as engaged and
committed while the Board’s culture remains open, respectful
and constructive.
Further details of the recommendations flowing out of the Board
evaluation are set out on page 101, together with details of the
progress we have made in the year against the previous set
of recommendations.
90 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

The Board, senior management, and local team, ERI, Bitola, North Macedonia
Chair’s Introduction to Governance continued
People and culture
During the financial year, our designated Non-Executive Director
for Workforce Engagement, Claire Tiney, continued to oversee
the engagement programme. This included attendance at the
Employee Forum in April 2024, which involves employee
representatives from across the global business.
I am pleased to report that we issued the first Group-wide
Employee Engagement Survey in November 2024. The results
were positive and this has provided the Board with vital assurance
that engagement levels are at a healthy level. These new and
deeper insights into the views and sentiment of our people will
further assist the Board with its role in monitoring the Company’s
culture and ensuring that it is appropriately aligned throughout the
Group. We will monitor the outcomes of the action plans which
have been developed in all regions, to take on feedback raised as
part of the survey. More details can be found in the People section
on pages 66 to 75.
Board site visits
The Board’s trip to the ERI site in Bitola, North Macedonia, in May
2024 provided an opportunity to meet the local management team
and to see the facility and operations first-hand. A number of other
senior managers joined the Board, and it was a highly valuable
event, deepening our understanding of the business, and enabling
open and informal dialogue with employees on their day-to-day
activities, priorities and challenges.
In September 2023, we held our Board meeting at our UK site in
Reading, incorporating another site tour, and a session with the
sales teams, viewing and discussing products, assisting us in
understanding the product manufacturing strategy and customer
trends. We will continue with our site visit programme in 2025.
Diversity, Equity and Inclusion
The Board supports the FTSE Women Leaders Review and the
Parker Review on Ethnic Diversity.
As at the financial year-end, the Board comprised four male and
three female Directors, meaning that over 40% of our Board is
female, with Amanda Mellor as our Senior Independent Director. In
addition, one Board member was of a minority ethnic background.
The Company therefore meets the targets for diversity in the
UK Listing Rules, and the Board and the Nomination Committee
remain focused on these matters when considering Board and
Committee succession.
The Company is also committed to making progress towards
improving the number of women on the Senior Management
Team, which is currently at a level of 23% female representation.
Although progress is being made, we acknowledge that there is
more work to be done in this area. The DEI Committee that was
formed in 2023 is working on a number of initiatives, and updates
on this work were included in reports provided to the Board by the
Group HR Director. For more information, please see the People
section on pages 66 to 75.
Re-election of Directors
In accordance with the 2018 Code provisions and following a
performance evaluation of those Directors standing for re-election at
the 2024 AGM, I can confirm that they all continue to be effective and
committed to their roles and have sufficient time available to perform
their duties. Margaret Amos has decided not to stand for re-election
at the 2024 AGM. Accordingly, the Nomination Committee has
recommended that all Directors, save for Margaret, will be offering
themselves for election or re-election at the Company’s AGM to be
held on 11 December 2024.
Annual General Meeting
The AGM of the Company will take place at 12.00 noon on Wednesday
11 December 2024 at the offices of Norton Rose Fulbright LLP, 3 More
London Riverside, London SE1 2AQ, UK. All Directors will attend this
year’s AGM which will again provide an opportunity for shareholders
to hear more about our performance during the year and to ask
questions of the Board. I look forward to meeting any shareholders
who can join us and I extend my thanks to you all for your continued
support as we look forward to the year ahead.
Nigel Lingwood
Chair
9 October 2024
91 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Board Meeting, Reading Site, September 2023
Overview
The Board fully supports the principles laid
down in the UK Corporate Governance Code
as issued by the Financial Reporting Council
in 2018 (the 2018 Code), which applies to the
financial year ended 31 July 2024 and is
available at www.frc.org.uk.
This report sets out the Company’s
governance structure and how it complies
with the 2018 Code and also includes items
required by the Disclosure Guidance and
Transparency Rules (DTRs).
The disclosures in this report relate to our
responsibilities for preparing the Annual
Report and Accounts, including compliance
with the 2018 Code to the extent required, our
report on the effectiveness of the Group’s risk
management and internal control systems,
and the functioning of our Committees.
Compliance with the Code
Compliance with the 2018
UK Corporate Governance Code
The Board considers that it and the
Company have, throughout the year,
complied with the provisions of the
2018 UK Corporate Governance Code,
which is the version of the Code that
applies to the Company for its financial
year ended 31 July 2024.
92 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information
How we comply with the UK Corporate Governance Code 2018
Board Leadership & Company Purpose
• Section 172 statement page 48
• Board of Directors pages 94 and 95
• Purpose, values and culture page 1
• Board activities pages 99 and 100
Composition, Succession and Evaluation
• Leadership and experience pages 94 and 95
• Performance evaluation pages 101 and 102
• Nomination Committee Report pages 108 and 109
Division of Responsibilities
• Corporate governance structure and division of responsibilities pages 96 to 98
• Board and Committee attendance pages 93, 108, 110 and 117
• Director independence page 101
Audit, Risk and Internal Controls
• Audit Committee Report pages 110 to 116
• Principal risks and uncertainties pages 49 to 58
Remuneration
• Remuneration Committee Report pages 117 to 129

Board Diversity Dashboard
Board meetings and attendance
The table opposite sets out the number of Board meetings held
during the year and attendance by each Director. The Board
normally holds at least six meetings during the year but will meet
or pass resolutions, as required, to deal with urgent matters and
event-driven items such as acquisitions and trading updates.
In the year ending 31 July 2024, there were seven scheduled
Board meetings.
Director Attendance at Meetings
Chair
Nigel Lingwood
Executive Directors
Ronnie George
Andy O’Brien
Non-Executive Directors
Margaret Amos
1
Jonathan Davis
Amanda Mellor
Claire Tiney
1 Margaret Amos could not attend the Board and Committee meetings held in July 2024 due to illness.
Board
composition
Executive Directors: 2
Non-Executive Chairman: 1*
Independent Non-Executive Directors: 4
Board ethnic
diversity
Minority ethnic background: 1
White: 6
Board gender
diversity
Female: 3
Male: 4
Non-Executive
Director tenure
1-3 years: 2
4-6 years: 2
7-9 years: 1
* Nigel Lingwood, Non-Executive Chairman, was
independent on appointment.
93 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

All Directors listed below were Directors
throughout the financial year ended
on 31 July 2024.
Board of Directors
Key to Committee membership:
A
Audit Committee
N
Nomination Committee
R
Remuneration Committee Chair of Committee
Nigel Lingwood
Non-Executive Chair
N R
Ronnie George
Chief Executive Officer
Andy O’Brien
Chief Financial Officer
Appointed
30 April 2020 15 May 2014 1 August 2019
Career and experience
Nigel joined the Board in April 2020 as an independent
Non-Executive Director and Chair of the Audit Committee.
He became Chair of the Board on 23 June 2023. He is
Chair of the Nomination Committee and a member of
the Remuneration Committee.
Nigel was group finance director of Diploma PLC from
2001 to 2020. During his time at Diploma, Nigel oversaw
more than 50 international acquisitions across Europe,
North America and Australia, during which time the
company had grown market capitalisation from c.£60
million to c.£2.7 billion.
Nigel was previously senior independent director and
audit committee chair of Creston plc from July 2015 until
December 2016 when the company was taken private.
Ronnie joined Volution in 2008 as Managing Director
of Vent-Axia Division (now the Ventilation Group) and
became CEO in 2012 upon leading the management
buy-out backed by TowerBrook Capital Partners LP. Since
then he has transformed the Company from a UK-centric
provider of air quality solutions into a globally diversified
organisation with 22 market leading brands in 17 countries.
Ronnie led the successful listing of Volution on the
London Stock Exchange in 2014 and has subsequently
delivered a strong and consistent financial performance,
increasing revenue by over two and a half times, and
growing the Company organically and through a total of
26 acquisitions since first becoming CEO. Volution is now
one of the leading ventilation companies fully active on
an international basis.
Ronnie has extensive industry experience and prior
to joining Volution spent 20 years in the wire and cable
industry, latterly leading Draka’s global activities to
supply to the marine, oil and gas sectors.
Andy joined Volution as Chief Financial Officer in August
2019 following nine years at Aggreko plc, a leading global
provider of mobile power and temperature control
solutions, where he held a number of senior finance roles
most recently as finance director, power solutions. Andy’s
background also includes broad financial leadership,
strategy and general management positions in the oil &
gas and building materials industries with General Electric
and Lafarge S.A.
Andy brings extensive international financial and
accounting expertise through a background working
in a global business environment, having lived and
worked in the Nordics, Middle East and Singapore as well
as the UK and Republic of Ireland. Throughout his career,
Andy has operated in environments where cost control
and strong operational management has been critical.
Skills and attributes which support
strategy and long-term success:
Nigel brings extensive public company, financial and
accounting and acquisition experience. He also has recent
and relevant financial and accounting expertise together
with extensive public company experience and wide-
ranging international business experience, significant
strategic and operational expertise together with extensive
M&A experience, both in the UK and internationally.
Significant strategic and operational expertise together
with extensive M&A experience, both in the UK and
internationally, and in-depth knowledge of the
ventilation industry.
Financial and accounting expertise both in the UK
and internationally, significant M&A experience, strong
track record of building, developing and leading
multi-location teams.
External appointments:
Nigel is currently senior independent director and audit
committee chair at Dialight plc.
None. None.
94 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Board of Directors continued
Amanda Mellor
Senior Independent Non-Executive
A N R
Claire Tiney
Independent Non-Executive Director of
the Board and for Workforce Engagement
A N R
Margaret Amos
Independent
Non-Executive Director
A N R
Jonathan Davis
Independent
Non-Executive Director
A N R
Director of the Board, Sustainability Oversight
19 March 2018 3 August 2016 10 March 2022 23 June 2023
Amanda joined the Board in March 2018 as an
independent Non-Executive Director and brings
experience in international business, shareholder
relations, strategy and governance. She is also the
Senior Independent Director of the Board.
Amanda also has wide-ranging experience in climate
and sustainability matters, and attends Volution’s
Management Sustainability Committee meetings
as representative of the Board, to ensure effective
oversight of the Group’s environmental and social
sustainability agenda.
Amanda is currently the group secretary of Haleon
plc and was previously group secretary for Standard
Chartered plc and, prior to that, group secretary and
head of corporate governance at Marks and Spencer
Group plc, where she was also an executive member
of the operating committee. As part of these roles,
Amanda was involved in numerous sustainability-related
and climate transition initiatives.
Claire joined the Board in August 2016 as an independent
Non-Executive Director and was appointed as Chair of the
Remuneration Committee on 30 April 2020. Claire is also
the designated Non-Executive Director at Volution for
Workforce Engagement.
Claire has over 30 years’ listed company experience,
including a number of executive roles at WHSmith Group
plc, Mothercare plc and McArthurGlen Ltd, bringing
strengths in business strategy and turnaround, strategic
development and change management. Claire was
previously senior independent director and chair of
the remuneration committee at Topps Tiles Plc and
non-executive director and chair of the remuneration
committee of Hollywood Bowl Group plc.
Margaret joined the Board in March 2022 as an
independent Non-Executive Director, and is a member
of the Audit, Remuneration and Nomination Committees.
Margaret’s career began at Rolls-Royce Plc in 1990,
where she gained extensive financial and commercial
experience, serving most recently as senior finance
business partner, aerospace (from 2013 to 2015) and
finance director, corporate, IT and engineering (from 2015
to 2017). Following her time at Rolls-Royce Plc, Margaret
founded and managed an aerospace consultancy
business from 2018 to 2020.
Jonathan joined the Board in June 2023 as an
independent Non-Executive Director and Chair
of the Audit Committee, bringing strong financial and
accounting expertise and extensive public company,
M&A and international experience.
He was group finance director at Rotork plc, a FTSE 250
global provider of mission-critical intelligent flow control
solutions operating across a diverse range of markets,
including the oil & gas, water, power, chemicals, and
process industries, from 2010 until his retirement in
April 2024.
Experience in international business, consumer and retail,
sustainability and ESG, shareholder relations, strategy
and governance.
Extensive board-level experience with key strengths
in business strategy and turnaround, strategic
development and change management.
Extensive board-level experience with expertise in a wide
range of fields including finance, business strategy,
international M&A and sustainability.
Recent and relevant financial and accounting expertise,
public company and international experience.
Amanda is currently group secretary of Haleon plc. None. Margaret currently serves as a non-executive director
for Pod Point Group Holdings plc (where she is also
chair of the audit and ESG committees), Trust Alliance
Group (where she is also chair of the audit committee)
and Hunting plc (where she is also ethics and
sustainability chair).
None.
Key to Committee membership:
A
Audit Committee
N
Nomination Committee
R
Remuneration Committee Chair of Committee
95 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Governance FrameworkGovernance Framework
Board oversight
Governance Structure
Board
Non-Executive Chair Four independent Non-Executive Directors Two Executive Directors
The Board is collectively responsible for promoting the long-term sustainable success of the Company, generating value for shareholders and other stakeholders, and contributing to wider
society. The Board sets the Group’s purpose, strategy and values, and ensures that these are aligned with the overall culture of the Group. The Board sets the Group’s risk appetite and satisfies
itself that financial controls and risk management systems are robust, while ensuring the Group is adequately resourced. It also ensures there is appropriate dialogue with shareholders
on strategy and remuneration. The Board’s main responsibilities are included in a schedule of matters reserved for the Board. The Board has delegated certain responsibilities to three
Committees to assist it with discharging its duties. The Committees play an essential role in supporting the Board to implement its strategy and provide focused oversight of key aspects
of the business. The full terms of reference for each Committee are available on the Company’s website, www.volutiongroupplc.com.
Nomination Committee Audit Committee Remuneration Committee
Responsibility for Board composition, succession
planning, and Director selection.
Members
Non-Executive Chair and four independent
Non-Executive Directors
Nomination Committee Report
Pages 108 and 109
Responsibility for oversight and governance of the Group’s
financial reporting, internal controls, risk management and
the relationship with the External Auditor.
Members
Four independent
Non-Executive Directors
Audit Committee Report Pages 110 to 116
Responsibility for the Remuneration Policy and setting
individual remuneration levels for Executive Directors and
senior management.
Members
Non-Executive Chair and four independent
Non-Executive Directors
Remuneration Committee Report Pages 117 to 129
Executive Management Team Group Risk Management Steering Committee Sustainability Committee
Responsibility for the operational delivery of the Group’s
strategy and the day-to-day management of the
Volution business.
Led by the Chief Executive Officer.
CEO Review Pages 12 to 15
Responsibility for monitoring risk management throughout
the Group and developing and implementing risk
management policy.
The Group Risk Management Steering Committee is
chaired by the Chief Financial Officer and its membership
is made up of members of the Senior Management Team.
It reports to the Audit Committee.
Risk Management and Principal Risks Pages 49 to 58
Responsibility for the development and implementation of
the Volution Sustainability strategy and initiatives, covering
Product, Planet and People.
The Sustainability Committee is chaired by the Chief
Executive Officer and is attended by the designated
Non-Executive Director for Sustainability Matters,
Amanda Mellor.
Sustainability Committee Report Page 64
Attended by Amanda Mellor
Employee Engagement DEI Committee
Claire Tiney
Designated NED for Employee Engagement
People section Pages 66 to 75
Reports to the Sustainability Committee.
People section Pages 66 to 75
96 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Governance Framework continued
Division of responsibilities
Chair of the Board
Nigel Lingwood
Main responsibilities
• Manages and provides leadership to the Board of Directors
and is responsible for the overall effectiveness of the Board.
• Ensures appropriate composition of the Board together with
the right skills and talent.
• Acts as a direct liaison between the Board and the
management of the Company, through
the Chief Executive Officer.
• Ensures that the Directors are properly informed and that
sufficient information is provided to enable the Directors
to form appropriate judgements.
• In concert with the Chief Executive Officer and the Company
Secretary, develops and sets the agendas for meetings of
the Board.
• Promotes a culture of open debate between the Executive
and Non-Executive Directors.
• Recommends an annual schedule of work including the date,
time and location of Board and Committee meetings.
• Ensures effective communications with shareholders and
other stakeholders.
Chief Executive Officer
Ronnie George
Main responsibilities
• Responsible for the day-to-day management of the Group.
• Together with the Senior Management Team, is responsible
for executing the strategy, once it has been agreed by
the Board.
• Creates a framework that optimises resource allocation
to deliver the Group’s agreed strategic objectives over
varying timeframes.
• Ensures successful delivery against the financial business plan,
the Sustainability strategy, and other key business objectives,
allocating decision-making and responsibilities accordingly.
• Together with the Senior Management Team, identifies
and executes new business opportunities and potential
acquisitions or disposals.
• Manages the Group with reference to its risk profile in the
context of the Board’s risk appetite.
Chief Financial Officer
Andy O’Brien
Main responsibilities
• Ensures the Group has adequate financial resources to meet
business requirements.
• Responsible for financial planning and record keeping, as well
as financial reporting to the Board and shareholders.
• Ensures effective compliance and control and responds to
regulatory developments, including financial reporting and
capital requirements.
• Management of the financial risks of the Group.
Senior Independent Director
Amanda Mellor
Main responsibilities
• An independent Non-Executive Director.
• Provides a sounding board for the Chair.
• Serves as an intermediary for the other Directors when
necessary.
• Is available to shareholders if they have concerns, when
contact through the normal channels of the Chief Executive
Officer or the Chair has failed to resolve them, or for which
such contact is inappropriate.
• Leads the appraisal of the Chair’s performance with the other
Directors annually.
Independent Non-Executive Directors
Margaret Amos, Jonathan Davis, Amanda Mellor, Claire Tiney
Main responsibilities
• Provide constructive challenge to the Executive Team.
• Provide input on strategy.
• Scrutinise management’s performance in meeting agreed
goals and objectives.
• Monitor performance reports.
• Satisfy themselves on the integrity of financial information
and that controls and risk management systems are robust
and defensible.
• Determine appropriate levels of remuneration for Executive
Directors, appoint and remove Executive Directors, and
ensure appropriate succession plans are in place.
Company Secretary
Fiona Smith
Main responsibilities
• Plays a leading role in the good governance of the Company
by supporting the Chair and helping the Board and its
Committees to function efficiently, ensuring governance
processes remain fit for purpose and considering any
improvements as appropriate.
• Ensures compliance with the rules and regulations required
by an ESCC listing on the London Stock Exchange including
the UK Corporate Governance Code.
• All Directors have access to the services of the Company
Secretary, who may facilitate independent professional
advice at the Company’s expense at their request to fulfil
their duties.
• Ensures good information flows within the Board and its
Committees and between the Senior Management Team and
the Non-Executive Directors, as well as facilitating induction
and assisting with professional development as required.
• Acts as secretary to the Board and its Committees and
the Management Sustainability Committee.
• The appointment or removal of the Company Secretary
is a matter for the Board as a whole.
97 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Governance Framework continued
Non-Executive Director
for Workforce Engagement
Claire Tiney is the designated
Non-Executive Director responsible for
overseeing workforce engagement.
Claire has a structured engagement plan
involving Group-wide Employee Forum
events, through which she has been able
to provide the Board with further context
to support the view that the Company is
undertaking appropriate workforce-related
activities and to also provide feedback
to the Board regarding the views
of employees.
Division of responsibilities continued
Claire Tiney, Designated Non-Executive Director for Employee Engagement
The matters reserved for the Board include:
• agreeing the Group’s strategy and objectives;
• approving acquisitions and disposals;
• changing the capital structure of the Company;
• approving the Annual Report and Accounts, Half-Year Report and stock exchange announcements relating to trading;
• approving the Group’s dividend policy and declaration of dividends;
• reviewing the effectiveness of risk identification and management and internal controls;
• approving significant expenditure and material transactions and contracts;
• ensuring a satisfactory dialogue with the Group’s shareholders;
• appointing and removing Directors;
• determining the Remuneration Policy for the Executive and Non-Executive Directors;
• reviewing the Company’s overall corporate governance arrangements;
• approving the Group’s Treasury Policy;
• approving the appointment of advisers;
• reviewing the effectiveness of the Board;
• delegating authority to the Chief Executive Officer; and
• each year, meeting to set an annual budget for the business in line with the current Group strategy. The Board monitors the
achievement of the budget through Board reports which include updates from the Chief Executive Officer, the Chief Financial
Officer and other functions.
98 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Other matters considered during the year Link to Strategy Stakeholders
Area Agenda items
Strategy
• Review and discussion of Group strategy, including off-site
‘deep-dive’ session
• Approval of the acquisition of DVS (New Zealand) and, after the year-end,
approval of the proposed acquisition of the Fantech Group (Australasia)
• Post-investment review of VMI (France)
• Consideration of the Group’s product innovation plans, including
a presentation by the Group’s new Technical Director
• Review of the Group’s tax policy
• Shareholders
• Employees
• Customers
• Suppliers
Financial
• Review and approval of Annual Report and Accounts, AGM Notice
and associated documentation for the prior year
• Review and approval of trading updates in December 2023 and July 2024
• Review and approval of interim financial statements for the six months
ended 31 January 2024
• Review and declaration of interim dividend paid in May 2024 and, after
year-end, recommendation of final dividend to be paid in December 2024
• Review and approval of budget for the year ending 31 July 2024
• Shareholders
• Employees
• Customers
• Suppliers
Risk
Management
• Consideration of risk framework, significant risks and risk appetite
(in conjunction with the Audit Committee)
• Shareholders
• Employees
• Customers
• Suppliers
Shareholder
Engagement
• Presentations on the Company’s shareholder profile and market perception
• Independent feedback from corporate brokers following full- and half-year
investor roadshows
• Shareholder meetings attended by the Executive Directors and the Chair
• AGM 2023 proxy results and review of shareholder voting
• Shareholders
Key to Strategic pillars
Organic
growth
Value-adding
acquisitions
Operational excellence Sustainability
at our core
2024 Board Activities
Board site visit to ERI, Bitola, North Macedonia, May 2024
Matters considered at regular Board meetings:
• Management accounts including current trading and financial performance against budget and forecast
• Operations and new product development updates
• Acquisition opportunities
• Health and safety updates
• Sustainability and environmental updates, including TCFD
• Customers and marketing
• Investor relations including market and sector updates
• HR updates
• Regulatory updates
• Company policies and future governance planning
• Minutes and actions from previous meetings
Board activities and priorities during the year ended 31 July 2024
Board meetings consist of a mix of regular and standard items considered at each meeting and special items which arise from time
to time, either annually or as part of project-related work. The table below shows the key agenda items discussed during the year:
99 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Amanda Mellor –
Board Representative
for Sustainability
Amanda brings extensive experience in climate and sustainability
matters to the Board, and attends Volution’s Management
Sustainability Committee meetings as representative of the
Board, to ensure effective oversight of the Group’s environmental
and social sustainability agenda. The Committee met twice in
the year, and has comprehensively discussed and reviewed
progress against the Group’s published targets and key initiatives
for the years ahead. Additional presentations by management
were provided to the Board to ensure a deep understanding
of this important and ever-changing topic.
2024 Board Activities continued
Area Agenda items Link to Strategy Stakeholders
Sustainability
• Management presentation on ESG and climate-related
reporting requirements
• Amanda Mellor’s reports to the Board following her attendance
at Management Sustainability meetings, held twice a year
• Review of climate risks and opportunities and performance against
Group ESG targets
• Review of the work undertaken to estimate Group Scope 3 emissions
• Communities
and
environment
• Shareholders
• Employees
• Customers
• Suppliers
Governance
• Succession planning
• Board composition
• Tender process and appointment of new joint corporate broker
• Board performance evaluation
• Governance, legislation and regulatory updates
• Review and approval of the Group’s Modern Slavery Act Statement
• Updates from Board Committee Chairs as appropriate
• Shareholders
• Customers
• Employees
• Suppliers
Workforce
and Culture
• Claire Tiney’s reports to the Board following her attendance at the
Volution Employee Forum
• Update from Group Head of HR on employee matters including pay
policy and gender pay gap
• Update on the work of the DEI Committee, diversity data and initiatives
• Update on the progress of the Company’s fourth Group-wide
Management Development Programme
• Consideration of cultural indicators and assessment of culture in the
context of Group values and purpose
• Employees
Provisional agendas for the Board meetings are set out at the
beginning of the year and new items are added to this as and when
appropriate. All Directors receive an agenda and meeting papers in
the week prior to the Board meeting, via an electronic Board portal
for security and efficiency. These include a business and market
update report with updates from the Chief Executive Officer
and the Chief Financial Officer. Members of the Group’s Senior
Management Team may also be invited to present at Board
meetings as appropriate so that Non-Executive Directors keep
abreast of developments in the Group. All Directors attended
the AGM in December 2023.
Key to Strategic pillars
Organic
growth
Value-adding
acquisitions
Operational
excellence
Sustainability
at our core
100 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Board balance and independence
The Company’s Board consists of a Non-Executive Chair, four
independent Non-Executive Directors and two Executive Directors.
The composition of the Board has remained in compliance with the
2018Codethroughoutthefinancialyearended31July2024.Alist
oftheDirectorsisprovidedonpages94and95.
Appointment and tenure
The appointment dates of Directors are shown in their biographies
onpages94and95.TheBoardbelievesthatallDirectorsare
effectiveandcommittedtotheirrolesandhavesufficienttime
availabletoperformtheirduties.AllmembersoftheBoard,save
forMargaretAmos,whohasdecidednottostandforre-election
atthe2024AGM,willbeofferingthemselvesforre-electionat
theCompany’sAGMtobeheldon11December2024.
AlloftheDirectorshaveserviceagreementsorlettersof
appointment, and the details of their terms are set out in the
Directors’ Remuneration Policy. The service agreements and letters
of appointment are available for inspection at the Company’s
registeredofficeduringnormalbusinesshours.Noothercontract
with the Company or any subsidiary undertaking of the Company
in which any Director was materially interested subsisted during or
attheendofthefinancialyear.
Non-Executive Directors and independence
The independence of each Non-Executive Director is considered
eachyearimmediatelypriortothesigningoftheAnnualReport
andAccounts.TheCompany’sNon-ExecutiveDirectorsprovide
a broad range of skills and experience to the Board which assists
both in their roles in formulating the Company’s strategy and in
providingconstructivechallengetotheExecutiveDirectors.All
of the Non-Executive Directors are regarded by the Company as
independentNon-ExecutiveDirectorswithinthemeaningdefined
in the 2018 Code and free from any business or other relationship
which could materially interfere with the exercise of their
independent judgement.
During the year, in accordance with the 2018 Code, the Chair held
meetings with the Non-Executive Directors without the Executive
Directors being present.
Board performance evaluations and effectiveness
IntheAnnualReportandAccounts2023,therecommendations
resulting from the performance evaluations were set out and are
summarised in the table below. The progress made over the last
year is set out below the recommendations.
Board performance evaluation 2023 – recommendations
To continue to focus on interaction with the wider Senior Management Team.
TheBoardspenttimeintheyearinteractingwithmembersoftheSeniorManagementTeamandemployeesacrosstheGroup-wide
business. Such activities included a three-day Board visit to the ERI business in Bitola, North Macedonia, an in-person session with the
SalesteamsattheReadingsitetodiscussnewproducts,anumberofBoarddinnerswhereGroupteammemberswereinattendance
(includingtheGroup’sBusinessDevelopmentDirector,GroupHeadofHR,GroupHeadofProcurement,theUKOperationsDirector,
andGroupTechnicalDirector),anumberofmanagementpresentationsthroughouttheyear,andadinnerinBitolaforover30
attendees including members of the local team.
To arrange for further information and updates to the Board
on climate-related matters and TCFD reporting.
To deepen the Board’s understanding of climate-related matters, TCFD reporting, and other regulatory changes such as the CSRD,
adetailedBoardpresentationwasdeliveredinJuly2024coveringrecentandanticipatedregulatoryandreportingrequirements,
decarbonisationinitiativesacrosstheGroupandperformanceagainsttheGroup’sdecarbonisationplan.
To increase the time spent by the Board on product strategy and development plans.
Detailed information in relation to product innovation and strategy was provided to the Board in the year and a presentation was given
bythenewGroupTechnicalDirectorinSeptember2024.TheBoardalsoattendedanin-houseeventhostedbytheSalesteamatthe
Reading,UKsiteinSeptember2023,tolearnaboutcertainproductsandaskquestions.
To increase the Board’s focus on the pipeline of talent across the business.
A‘deepdive’sessionwasheldinMay2024bytheNominationCommitteeinrelationtoorganisationalstructure,withextensivediscussion
on People strategy and a consideration of the skills, experience and competencies needed for the long-term success of the business.
Process for the 2024 Board and Committee evaluation
The process of evaluating the performance of the Board and
its Committees, to identify areas for further development, was
undertakeninternallyfor2024.Theevaluationprocessinvolved
the Chair and the Company Secretary discussing and agreeing
the scope of the evaluation, and developing a series of web-based
questionnairestailoredtothespecificcircumstancesoftheCompany.
DirectorswererequiredtoscorecertainaspectsoftheBoard’sand
Committees’ performance, and to comment on the areas of focus,
which included leadership and accountability, strategy and risk,
Board culture, Board composition, and roles and responsibilities.
The responses to the evaluation of the Board and its Committees
were collated and analysed by the Company Secretary and then
reviewed by the Chair prior to being considered by the full Board.
The Chair also appraised the performance of individual Directors.
Governance Report
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Governance Report continued
Process for the 2024 Board and Committee evaluation
The Chair of the Board and each Committee Chair discussed with
theCompanySecretaryareasoffocusforthe2024review.
The Chair and Directors completed
a web-based questionnaire
Reports were produced and
reviewed and discussed with the
Chair and each Committee Chair
Reports were discussed
at the Board meeting
Recommendations were agreed
The results of the evaluation demonstrated that the composition
and performance of the Board and its Committees (and the
performanceoftheChair)wereratedhighlyandcontinueto
operateeffectively.Whilsttherearenosignificantconcernsamong
the Directors about the Board’s effectiveness, some observations
and recommendations were made which were considered by the
Board. The key areas of recommendation are set out below.
AsaseparateexercisetheSeniorIndependentDirector,together
with the Non-Executive Directors, conducted the Chair’s
performance evaluation.
Boardperformanceevaluation:2024recommendations:
• To ensure that the Board spend additional time on strategy;
• To continue to oversee, understand and discuss the views of
employees and Company culture; and
• TodedicatetimeontheAuditCommitteeandBoardscheduleto
oversee the preparation for compliance with the new Corporate
GovernanceCode2024.
Director induction
Aformalinductionprogrammehasbeendevelopedinlinewiththe
2018 Code, to ensure that any new Director receives an appropriate
inductiontotheGroupwiththesupportoftheCompanySecretary.
The programme covers, amongst other things, the operation and
activitiesoftheGroup(includingsitevisitsandmeetingmembers
oftheSeniorManagementTeam);theGroup’sprincipalrisksand
uncertainties; the role of the Board and the decision-making
matters reserved to it; the responsibilities of the Board Committees;
thestrategicchallengesandopportunitiesfacingtheGroup;and
theopportunitytomeettheCompany’smainadvisers.Onthe
appointment to the Board of a new Non-Executive Director, a
formal induction programme is developed, tailored to their
experience and background.
Stakeholder engagement
Directors’ s172 statement
Businesses do not operate in isolation. Without a good understanding
of who the key stakeholders are and their needs, a business will fail
to deliver sustainable value to shareholders and other stakeholders.
Unders172oftheUKCompaniesAct,adirectorofacompany
must act in the way they consider, in good faith, would most
likelypromotethesuccessofthecompanyforthebenefitof
its shareholders. In doing this, the director must have regard,
amongst other matters, to the:
• likelyconsequencesofanydecisionsinthelongterm;
• interests of the company’s employees;
• need to foster the company’s business relationships with
suppliers, customers and others;
• impact of the company’s operations on the community
and environment;
• company’s reputation for high standards of business
conduct; and
• need to act fairly as between members of the company.
TheDirectorsarefocusedontheirdutiesunders172(1)ofthe
CompaniesAct2006andconsiderthattheyhaveactedintheway
they consider, in good faith, would promote the success of the
Companyforthebenefitofitsmembersasawhole,havingregard
tothestakeholdersandmatterssetoutins172(1)(a–f)inthe
decisionstakenduringtheyearended31July2024.
The Board considers its key stakeholders to be its employees,
customers, suppliers, shareholders, the communities and
environment in which we operate and governments and industry
bodies in the countries in which we operate. The Board takes
into account the views of these stakeholders in setting and
implementing our strategy and believes that good engagement
is key to the long-term success of Volution. Stakeholder
considerations form part of the Board’s discussions leading
to decision-making, and some real examples are set out below.
We have invested in the development and involvement of our
stakeholder groups as we believe it is in the long-term interests
oftheGroupandthestakeholdergroupsthemselves.
Wesetoutonpages46to48howVolutionandtheBoardhave
engagedwithkeystakeholders.Ourbusinessmodelonpages24
and25outlinesourengagementwithstakeholdersandthevalue
the business creates for each of them, and this engagement sets
thecontextforthestrategysetoutonpages34and35.
In particular, our engagement with governments and industry
bodies in the countries in which we operate has assisted in shaping
policyonimprovingindoorairquality,suchimprovementbeing
partoftheGroup’spurpose.
Ourpurposeissetoutontheinsidefrontcoverandour
Sustainability strategy is set out in the Sustainability Report
onpages62to87.
Ouremployeesarefundamentaltotheexecutionofourstrategy.
We aim to be a responsible employer providing a fair package of
payandbenefitsincludingopportunitiesforpersonaldevelopment
andsharinginthefinancialsuccessoftheGroup.ClaireTineyisthe
designated Non-Executive Director for Workforce Engagement and
attends the Employee Representative Forums, reporting back to
the Board. Volution’s Sustainability Strategy is key to ensuring our
ESGambitionsarerealisedandAmandaMelloristhedesignated
Non-Executive Director for Sustainability and attends the
Management Sustainability Committee meetings, reporting
back to the Board.
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Governance Report continued
Board decision-making during the year
The following are some of the principal decisions made by the Board during the year under review which demonstrate how employee
interests,theneedtofosterbusinessrelationshipswithotherkeystakeholdersandotherSection172mattershavebeentakeninto
account in discussions and decision-making.
Decision What happened
Acquisition
of DVS
In line with Volution’s long-term strategy for growth and purpose,
theBoardcompletedoneacquisitionsintheyear:DVS,basedin
NewZealand.Aspartofthedecision-makingprocess,thelong-term
consequencesoftheacquisitiononallstakeholderswasconsidered.
TheBoardalsoconsideredthepotentialsynergiesandfinancial
benefitsoftheacquisitionaswellastheenvironmentalaspectsof
the business.
Thebenefitoftheacquisitiontoshareholdersandother
stakeholdersintermsofthelong-termgrowthoftheenlargedGroup
also formed part of the decision-making process. Further details on
acquisitionsmaybefoundintheCEO’sReviewonpages12to15.
Further development of the
Sustainability strategy
The Management Sustainability Committee held two meetings in the
year,attendedbyNon-ExecutiveDirectorAmandaMellor.Findings
from the Committee meetings were communicated to the Board by
Amanda,andtheBoardinturnprovidedfeedbackonthedirection
oftheGroup’sSustainabilityStrategy.
Inaddition,inordertoensurefullawarenessoftheGroup’s
performance against its sustainability targets, regular updates
onperformanceagainstsustainabilityKPIsweresubmittedtothe
Board. Further details may be found in the Sustainability section
onpages62to87.
Directors’ conflicts of interest
Directors have a statutory duty to avoid situations in which they have
ormayhaveintereststhatconflictwiththoseoftheCompany,unless
thatconflictisfirstauthorisedbytheBoard.Thisincludespotential
conflictsthatmayarisewhenaDirectortakesupapositionwith
anothercompany.TheCompany’sArticlesofAssociationallowthe
Boardtoauthorisesuchpotentialconflicts,andthereisinplacea
proceduretodealwithanyactualorpotentialconflictofinterest.
The Board deals with each appointment on its individual merit and
takesintoconsiderationallthecircumstances.Allpotentialconflicts
approvedbytheBoardarerecordedinaconflictsofinterestregister,
which is to be reviewed by the Board on a regular basis to ensure
thattheprocedureisworkingeffectively.TheBoardissatisfied
thatthearrangementsinplaceregardingconflictsofinterestare
working effectively.
External directorships
The Board allows Executive Directors to accept one external
commercial non-executive director appointment, provided the
commitment is compatible with their duties as an Executive
Director. The Executive Director concerned may retain fees paid
for these services which will be subject to approval by the Board.
Currently, neither of the Executive Directors holds an external
directorship.DetailsofallDirectors’significantdirectorships
canbefoundintheirbiographiesonpages94and95.
Where Non-Executive Directors have external directorships, the
Board is comfortable that these do not impact on the time that
any Director devotes to the Company, and we believe that this
experience only enhances the capability of the Board.
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Governance Report continued
Information and support available to Directors
AllBoardDirectorshaveaccesstotheCompanySecretary,
who advises them on governance matters. The Chair and the
Company Secretary work together to ensure that Board papers
are clear, accurate, delivered in a timely manner to Directors, and
ofsufficientqualitytoenabletheBoardtodischargeitsduties.
Specificbusiness-relatedpresentationsaregivenbysenior
managementwhenappropriate.Aswellasthesupportofthe
Company Secretary, there is a procedure in place for any Director
to take independent professional advice at the Company’s expense
in the furtherance of their duties, where considered necessary.
Internal control and risk management
The Board acknowledges its responsibility for determining the
natureandextentofthesignificantrisksitiswillingtotakein
achievingitsstrategicobjectives,andfortheGroup’ssystemof
internalcontrol.TheprincipalrisksfacingtheGrouparesetoutin
theStrategicReportonpages49to58,beingthoseriskswhich
could threaten our business model, future performance, solvency
orliquidity,andmitigationmeasuresaredetailedagainsteachrisk.
TheAuditCommittee,onbehalfoftheBoard,carriedoutareview
oftheeffectivenessoftheGroup’sriskmanagementandsystem
of internal control together with a robust assessment of the risks
facingtheGroup.Detailscanbefoundonpage115.
TheAuditCommitteeReportonpages110to116describesthe
system of internal control and how it is managed and monitored.
The Board acknowledges that such a system is designed to
manage, rather than eliminate, the risk of failure to achieve
business objectives and can only provide reasonable and not
absolute assurance against material misstatement or loss.
Whistleblowing
Anexternalindependentwhistleblowingfacilityisavailabletoenable
employees to report any concerns which they feel need to be brought
to the attention of management concerning any possible impropriety,
financialorotherwise,andtheappropriatenessofthefacilityis
reviewedbytheAuditCommittee.TheGroupsupportsaculture
of openness and accountability in order to prevent such situations
occurring or to address them when they do occur.
Shareholder relations
Responsibility for shareholder relations rests with the Chair, the
ChiefExecutiveOfficerandtheChiefFinancialOfficer.They
ensure that there is effective communication with shareholders
on matters such as governance and strategy, and are responsible
for ensuring that the Board understands the views of major
shareholders. The Board aims to present a balanced and clear view
oftheGroupincommunicationswithshareholdersandbelieves
that being transparent in describing how we see the market and
the prospects for the business is extremely important.
We have communicated with existing and potential shareholders
inanumberofdifferentwaysduringtheyearended31July2024
as follows:
October
2023
• Full-year results announcement and
analyst presentation
• Institutionalbrokersalesdeskbriefings
• UKshareholderroadshow
• AnnualReportandAccountsand
NoticeofAGMpostedtoshareholders
and placed on website
December
2023
• Trading update
• AnnualGeneralMeeting
March
2024
• Half-yearresultsannouncementand
analyst presentation
• Institutionalbrokersalesdeskbriefings
• Shareholder roadshows
July
2024
• Pre-close trading update
In addition to the above, we communicate with existing and
potential shareholders in a number of other ways, such as:
• face-to-facemeetingsandtelephonebriefingsforanalysts
and investors; and
• arranging periodic visits by analysts and major shareholders
to the business sites to give a better understanding of how we
manage our business. These visits and meetings are principally
undertakenbytheChiefExecutiveOfficerandtheChief
FinancialOfficer.
In situations where new material relating to trading is presented,
it is also immediately uploaded to the Company’s website so it is
available to all shareholders.
The Board receives regular updates on the views of its shareholders
fromtheChiefExecutiveOfficerandCompanybrokers.Thisis
a standing agenda item for all Board meetings. The Company’s
investor website is also regularly updated with news and information
includingthisAnnualReportandAccounts,whichsetsoutour
strategy and performance together with our plans for future growth.
Duringtheyear,theChiefExecutiveOfficerandtheChiefFinancial
Officerengagedwithinvestors.
Keytopicsthatariseininvestormeetingsincludethefollowing:
• drivers of demand including regulation;
• resilience of the business to economic cycles;
• sustainability of margin;
• performanceofnewlyacquiredbusinessesandtheacquisition
pipeline;
• performanceagainstourESGKPIsincludingcarbonreduction
targets; and
• organisational structure and approach, balance between
Groupanddecentralisedlocalbusinesses.
In addition, the Chair meets with investors on a regular basis during
the year, and the Senior Independent Director is available to meet
shareholders if they wish to raise issues separately from the
arrangements as described above.
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Governance Report continued
The building services industry traditionally attracts a higher-than-
averageproportionofmaleemployees.Thisisreflectedinthe
Group’ssplitbetweenmaleandfemaleemployeesasshown.
Board
Male: 57
%
Female: 43
%
Senior managers
1
and direct reports
Male: 77
%
Female: 23
%
All employees
Male: 69.9%
Female: 30.0%
Prefer not
to say: 0.1%
Note
1. Legislationrequiresthatwedefine‘seniormanagers’asthedirectorsof
oursubsidiarycompanies.However,theBoardbelievesthisinformation
doesnotprovideameaningfulanalysisofhowtheGroupoperatesso
thedatashownreflectstheproportionofseniormanagersbyourown
internal grading system. The number also excludes Board Directors.
Basedonadefinitionof‘seniormanagers’asthedirectorsofour
subsidiarycompanies,thedatawouldbeasfollows:male87.5%,
female12.5%.
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Governance Report continued
UK Listing Rule (UKLR) 6.6.6 R (9)
AsattheCompany’schosenreferencedate,31July2024,andinlinewithUKListingRule6.6.6R(9),theCompanyhasmetthetargetsforatleast40%femalemembershipontheBoardandforoneDirectorto
befromanethnicminoritybackground.Inaddition,ithasmetthetargetforoneofthepositionsofChair,SeniorIndependentDirector,ChiefExecutiveorFinanceDirectortobeheldbyawoman,withAmanda
Mellor as Senior Independent Director.
Data under UKLR 6.6.6 R (10)
InlinewithUKLR6.6.6R(10),asatthereferencedateof31July2024,thecompositionoftheBoardandExecutiveManagementwasasfollows:
Sex
Number of Board
members Percentage of the Board
Number of senior
positions on the Board
(CEO, CFO, SID and Chair)
Number in Executive
Management
1
Percentage of Executive
Management
1
Man
4 57% 3 10 77%
Woman
3 43% 1 3 23%
Not specified/prefer not to say
– – – – –
Ethnic background
Number of Board
members Percentage of the Board
Number of senior
positions on the Board
(CEO, CFO, SID and Chair)
Number in Executive
Management
1
Percentage of Executive
Management
1
White British or other White (including minority-white groups)
6 86% 3 11 84.6%
Mixed/Multiple ethnic groups
– – – – –
Asian/Asian British
– – – 1 7.7%
Black/African/Caribbean/Black British
1 14% 1 1 7.7%
Other ethnic group, including Arab
– – – – –
Not specified/prefer not to say
– – – – –
1. PerthedefinitionwithintheUKListingRules,executivemanagementwithinVolutionistheGroupExecutiveCommitteeincludingtheCompanySecretaryandexcludingtheExecutiveDirectors.Volutionhas100%voluntary
completionofsexdataandethnicitydataandthatiswhatisusedwhenreportingthediversityoftheBoardandtheGroupExecutiveCommittee.AlldiversitydataiscollatedinaccordancewithVolution’sPrivacyNotice.
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Governance Report continued
Business ethics
Ourcorevaluesandprinciples,andthestandardsofbehaviourto
whicheveryemployeeandagentacrosstheGroupisexpected
to work, are set out in the Volution Code of Conduct. These values
and principles are applied to dealings with our customers, suppliers
and other stakeholders.
We have a zero-tolerance approach to all forms of bribery and
corruption.OurAnti-BriberyandCorruptionPolicyhasbeen
approvedbytheBoardandrolledoutacrosstheGroup.Itapplies
toallbusinesses,Directors,employeesandagentswithintheGroup
to ensure compliance with all laws and regulations governing bribery
andcorruptioninthecountriesinwhichtheGroupoperates.
TheGrouphasa‘SpeakUp’facilityoperatedbyanindependent
external company, where employees can report any incidents or
inappropriate behaviours in their own language by telephone or
online.Theconfidentialityoftheinformationreportedisprotected.
In addition, web-based anti-bribery and corruption training is
carried out by employees in areas of the business where risk
is deemed to be highest.
AGrouppolicyinrelationtoCorporateCriminalOffences
legislation is also in place.
Human rights
Breaches of human rights are not considered to be a material risk
for the business as our activities are substantially carried out in
developed countries that have strong legislation governing human
rights. We adhere to policies which support human rights principles.
Diversity
We employ a diverse workforce and pride ourselves on providing
equalopportunitiesforall.Weunderstandthebenefitsadiverse
workforce brings and recognise that the industry faces under-
representation of women as well as people from different ethnic
backgrounds.Highvalueisplacedonrewardingourpeoplefor
their commitment, their integrity and their service.
We aim to ensure that no employee is discriminated against, directly
or indirectly, on the grounds of colour, race, ethnic or national origins,
sexual orientation or gender, marital status, disability, religion or belief,
age or being part time. We believe that business decisions can
be enhanced by having representation from different genders
and cultural backgrounds with differing skill sets, experience
andknowledge,whichreflectourcustomerbaseandthewider
population in our markets.
Modern Slavery Act
We are opposed to slavery, servitude, forced labour and human
trafficking.Wetakeazero-toleranceapproachtomodernslavery
in the supply chain and businesses under our control. The Board
has approved a statement setting out the steps that have been
taken to combat modern slavery. This statement can be found
ontheGroup’swebsiteatwww.volutiongroupplc.com.Group
employees,agentsandsuppliersarerequestedtoconfirmthat
they do and will continue to comply with our policy which is set
out in our Code of Conduct. During the year, further work has
beencarriedoutinthisarea,reflectedinthemostrecentModern
Slavery Statement. Shareholder engagement has also taken place,
providing further insights into investor expectations, and emerging
practice. For more information, please see our People section on
pages66to75.
Fair, balanced and understandable
TheBoardrecognisesitsdutytoensurethattheAnnualReportand
Accounts,takenasawhole,isfair,balancedandunderstandable
and provides the information necessary for shareholders to assess
the performance, strategy and business model of the Company.
The Board has placed reliance on the following to form this opinion:
• averificationprocessdealingwiththefactualcontentofthe
reports and to ensure consistency across the various sections;
• areviewoftheAnnualReportandAccountsbysenior
management to ensure consistency and overall balance; and
• theAuditCommitteereviewedtheAnnualReportandAccounts
anditscompliancewiththerequirements,concludedthatthey
had been met and recommended its approval by the Board
as fair, balanced and understandable.
Annual General Meeting
TheAGMoftheCompanywilltakeplaceat12.00noonon
Wednesday11December2024attheofficesofNortonRose
FulbrightLLP,3MoreLondonRiverside,LondonSE12AQ,UK.
TheNoticeofAGMcanbefoundinacircularwhichisbeingposted
atthesametimeasthisAnnualReportandAccounts.TheNoticeof
AGMsetsoutthebusinessofthemeetingandexplanatorynotes
on all resolutions. Separate resolutions are proposed in respect of
each substantive issue.
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Nomination Committee Report
Nomination
Committee Report
Membership and attendance
The Committee met for five scheduled meetings during the year with attendance disclosed below.
Committee members Member since Attendance
Nigel Lingwood (Chair)
30 April 2020
Amanda Mellor 19 March 2018
Claire Tiney 3 August 2016
Jonathan Davis 23 June 2023
Margaret Amos
1
10 March 2022
1 Margaret Amos could not attend the Committee meeting held in July 2024 due to illness.
Nigel Lingwood
Chair of the Nomination Committee
Highlights of 2024
• Deep-dive session held in May 2024 to review organisational
structure, skills and experience required for key roles, succession
and talent pipeline.
• Update from Group Head of HR received in July 2024 on the
work of the DEI Committee.
Priorities for 2025
• Continue to manage Board and senior management
succession plans.
• Evaluation of the size and composition of the Board including the
balance of skills, knowledge, independence, experience and
gender and ethnic diversity.
• Recruitment process for a new Non-Executive Director due to
Claire Tiney retiring following her nine-year tenure on the Board.
Dear shareholder,
I am pleased to present the Committee’s report detailing its role
and responsibilities and its activities during the year.
It has been a quieter year for the Committee as there have been
no changes to the Board since my succession into the role of
Chair of the Board and the appointment of Jonathan Davis as
a Non-Executive Director in June 2023.
Margaret Amos has decided not to stand for re-election at the 2024
AGM and Claire Tiney’s tenure on the Board reaches the nine-year mark
next year. The Board intends to begin a search for their replacements
in the coming year. As part of this process, the Committee will carefully
consider the skills and experience required, including taking into
account the continuing expansion of the business internationally.
We continue to be mindful of our duties in overseeing the Group’s
progress in developing the pipeline of talent across all our regions,
and ensuring that initiatives across the Group to foster talent are
inclusive and in line with our principles on diversity.
As the Group continues to grow both in size and complexity, we
have also spent time in the year considering the development of
the organisational structure needed to ensure that the appropriate
skills, training, internal progression opportunities, and succession
plans are in place to support a sustainable future for the business.
In July 2024, we received an update on the work of the DEI
Committee, looking specifically at proposals on Group policy.
Work in relation to gender and ethnic diversity below Board level
continues and the Group Head of HR is leading the workstreams
relating to the enhanced requirements for the Parker Review in
relation to target setting for ethnic diversity in the senior team.
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Nomination Committee Report continued
As a Committee, we were pleased to see that the internally
set target of 40% female representation on the most recent
Management Development Programme was met, demonstrating
the commitment of the Group to improving the gender diversity
at the senior level.
Volution has also recently become a member of the Construction
Inclusion Coalition (CIC) which has been created to improve equity,
diversity and inclusion across the construction sector. We will
continue to monitor progress in this key focus area.
Nigel Lingwood
Chair of the Nomination Committee
9 October 2024
Role and responsibilities
The key responsibilities of the Committee are:
• assessing whether the structure, size and composition (including
the skills, knowledge, independence, experience and gender
and ethnic diversity) of the Board continue to meet the Group’s
business and strategic needs;
• considering succession planning and talent development for
the Executive Directors and the Senior Management Team and,
in particular, for the key roles of Chair of the Board and Chief
Executive Officer, taking into account the challenges and
opportunities facing the Group and the future skills and
expertise needed on the Board; and
• identifying and nominating, for approval by the Board,
candidates to fill Board vacancies as and when they arise
together with leading the process for such appointments.
Membership and attendance
The majority of the members of the Nomination Committee are
independent Non-Executive Directors as required by the Code.
Biographies of all Committee members can be found on pages 94
and 95.
By invitation, the meetings of the Committee may be attended by
the Chief Executive Officer, the Chief Financial Officer and the
Group Head of HR. The Company Secretary acts as the secretary
to the Committee, and minutes of each Committee meeting are
provided to Board members.
Activities during the year
As referred to above, during the year the Committee discussed
succession planning for Executive and Non-Executive Directors
and the Senior Management Team. The following routine matters
were also considered at the Committee meetings held during
the year:
• evaluation of the size and composition of the Board, including
the balance of skills, knowledge, independence, experience and
gender and ethnic diversity;
• reviewed and approved the recommendations to be made to
shareholders for the re-election of Directors at the AGM; and
• reviewed the results of the Committee performance evaluation.
After the year-end at the October 2024 meeting, the Committee
considered the outcome of the performance evaluations when
discussing the effectiveness of the Non-Executive Directors
seeking re-election at the AGM 2024.
The full terms of reference of the Committee are available on the
Company’s website at www.volutiongroupplc.com.
Diversity and inclusion
The Committee, the Board of Directors and Volution as a whole
continue to pay full regard to the benefits of diversity, including
gender and ethnic diversity, when searching for candidates for
the Board, Senior Management Team and other appointments.
This is reflected in the Board Diversity Policy which also applies
to appointments for the Audit, Remuneration and Nomination
Committees. We believe that business decisions can be enhanced
by having representation from different genders and cultural
backgrounds with differing skill sets, experience and knowledge,
which reflect our customer base and the wider population
in our markets.
Diversity of Board members is important to provide the necessary
range of background experience, values, and diversity of thinking
and perspectives to optimise the decision-making process.
Gender and ethnicity are important aspects of diversity which the
Committee considers when deciding upon the most appropriate
composition of the Board.
The Board supports the FTSE Women Leaders Review and the
Parker Review on Ethnic Diversity. As at the financial year-end, the
Board comprised four male and three female Directors, meaning
that over 40% of the Board is female. One Board member was of
a minority ethnic background.
Re-election of Directors
On the recommendation of the Committee and in line with the
2018 Code and the Company’s Articles of Association, all of the
Company’s Directors will stand for re-election at the AGM 2024,
other than Margaret Amos. The biographical details of the Directors
can be found on 94 and 95. The Committee considers that the
performance of each of the Directors standing for election or
re-election at the AGM continues to be effective and that each
demonstrates commitment to their role.
Committee performance evaluation
During the year, the Board conducted an internal evaluation of
the performance of the Board, its Committees, the Directors and
the Chair. Further details can be found in the Governance Report
on pages 101 and 102. I am pleased to confirm that this process
concluded that the Committee had fulfilled its role effectively and
did not identify any significant development points requiring action.
109 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Highlights of 2024
• Focus on smooth transition to new External Auditor,
PricewaterhouseCoopers (PwC), and new in-house Head of
Internal Audit.
• Maintained focus on the control environment and reporting
processes across the Group, including in particular the newly
acquired businesses.
• Continued to monitor Group risk environment and internal controls.
• Detailed review of principal and emerging risks and risk appetite.
• Presentation to the Committee by tax advisers BDO.
Priorities for 2025
• Focus on response to requirements under the 2024 Code,
specifically in relation to the new Provision 29.
• Assess assurance requirements in the context of sustainability data.
• Continued focus on embedding consistent control environment
and reporting processes across all regions including newly
acquired businesses.
Dear shareholder,
I am pleased to present this report of the Audit Committee
(the Committee) for the year ended 31 July 2024.
This report is intended to provide shareholders with an insight into key
areas considered by the Audit Committee in the year, together with
how the Committee has discharged its responsibilities and provided
assurance on the integrity of the Company’s financial statements and
reporting, its internal control and risk management processes, its audit
and risk activities, and business conduct and integrity.
Following the appointment of PwC last year, after a competitive
tender process, we have focused on the transition to our new External
Auditor. I am pleased to report that the process has been smooth, with
the External Auditor meeting with many of our finance team leaders
during the year, across a number of our regional businesses.
This was also the first year with our Head of Internal Audit being an
in-house role (having previously been externally facilitated by BDO).
This has significantly enhanced the Committee’s insights into the
Group’s business from a consistent internal audit approach. We have
been pleased to see increased communication of good practice
across the Group.
To support the work of the Head of Internal Audit, BDO have
continued as a co-source partner, assisting on specialist or ad-hoc
projects across the Group going forward. More details may be
found on page 115.
Audit Committee Report
Audit
Committee Report
Membership and attendance
The Committee met for six scheduled meetings during the year with attendance disclosed below.
Committee members Member since Attendance
Jonathan Davis (Chair)
23 June 2023
Amanda Mellor 19 March 2018
Claire Tiney 3 August 2016
Margaret Amos
1
10 March 2022
1 Margaret Amos could not attend the Committee meeting held in July 2024 due to illness.
Jonathan Davis
Chair of the Audit Committee
110 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Audit Committee Report continued
The Committee has also continued to focus on its key areas of
responsibility, including the oversight of the quality and effectiveness of
the external and internal audit processes and work on the principal and
emerging risks of the business. In anticipation of the new 2024 Code
coming into effect, work has already started on assessing the work
that will be needed in order to report against the new requirements.
The Committee is also cognisant of the new Minimum Standard for
Audit Committees and will review the requirements in the coming year.
The Committee has also taken time to conduct an in-depth review of
the approach to risk appetite and the risk management process, a
discussion that is informed by the work of our Group Risk Management
Steering Committee. This work has resulted in some updates to our
principal risks, more details of which may be found on pages 49 to 58.
The priorities of the Committee for the year ahead will include a
continued focus on upcoming regulatory changes, most notably
Provision 29 in the new 2024 Code, and the requirements with
regard to assurance, particularly around sustainability reporting.
I would like to thank the finance teams across the global business
for their continued work to ensure the risk, governance and
controls frameworks that we have in place are maintained to
the appropriate standard and consistently applied.
Role and responsibilities
The primary function of the Committee is to assist the Board in
fulfilling its responsibilities with regard to the integrity of financial
reporting, audit, risk management and internal controls. This comprises:
• monitoring and reviewing the Group’s accounting policies,
practices and significant accounting judgements;
• reviewing the annual and half-yearly financial statements,
trading statements and any other financial announcements;
• reporting to the Board on whether the Annual Report and
Accounts is fair, balanced and understandable;
• reviewing the Board’s shorter-term cash flow forecasts
and its method for assessing the Group’s long-term viability;
• approving the appointment and recommending the re-appointment
of the External Auditor and its terms of engagement and fees;
• reviewing the scope of work to be undertaken by the External
Auditor and reviewing the results of that work;
• monitoring and reviewing the effectiveness of the external audit
process and the External Auditor;
• reviewing and monitoring the independence of the External
Auditor and approving its provision of non-audit services;
• monitoring and reviewing the adequacy and effectiveness of the
risk management systems and processes and, where appropriate,
making recommendations to the Board on areas for improvement;
• monitoring and reviewing the effectiveness of the Group’s
Internal Audit function, and resolution of its material findings,
in the context of the Group’s overall risk management systems;
• reviewing reports from the Chief Financial Officer on the controls
to mitigate fraud risk; and
• overseeing the Group’s procedures for its employees to raise
concerns through its Whistleblowing Policy as set out in the
Code of Conduct.
Membership and attendance
In compliance with the Code, the Committee comprises four members
who are independent Non-Executive Directors. Jonathan Davis is
Committee Chair, and Margaret Amos, Amanda Mellor and Claire
Tiney are Committee members.
Financial expert, recent and relevant financial experience
The Board has satisfied itself that the membership of the Audit
Committee includes at least one Director with recent and relevant
financial experience and has competence in the sector in which
the Company operates, and that all members are financially literate
and have experience of corporate financial matters. For the purposes
of the Code, the Board has determined that Jonathan Davis is
independent and may be regarded as an Audit Committee financial
expert, having recent and relevant financial experience, and that all
members of the Audit Committee are independent Non-Executive
Directors with relevant financial and sectoral competence. See
pages 94 and 95 for details of the relevant experience of Directors.
Committee meetings are also normally attended by the Chair, the
Chief Executive Officer, the Chief Financial Officer and the Company
Secretary, who acts as secretary to the Committee. The External
and Internal Auditors also attend meetings when appropriate. Other
members of management may be invited to attend depending on the
matters under discussion. The Committee meets regularly with the
External Auditor and Internal Auditor with no members of management
present. Meetings are scheduled in accordance with the financial and
reporting cycles of the Company and generally take place prior to
Board meetings to ensure effective collaboration with the Board.
Minutes of each Committee meeting are provided to Board members.
The Committee also has independent access to the Internal
Auditor and the External Auditor. The Internal Auditor and the
External Auditor have access to the Chair of the Committee
outside formal Committee meetings.
The Committee met for six scheduled meetings during the year
with attendance disclosed on page 110.
Audit Committee activities during the year
During the year, the Committee dealt with the following matters:
Financial statements and reports
• Reviewed the Annual Report and Accounts, together with
the full-year results announcement and the half-year results
announcement, and received reports from the External Auditor
on the above; the Committee also reviewed the trading updates.
• Assessed the impact of climate change on accounting assumptions
and disclosure, including the reporting requirements of the Task
Force on Climate-related Financial Disclosures (TCFD).
• Reviewed the effectiveness of the Group’s internal controls
and disclosures made in the Annual Report and Accounts.
• Reviewed Executive Management’s representation letter to
the auditor, going concern, fair, balanced and understandable
criteria and significant areas of accounting estimates and judgement.
• Reviewed the Group’s cash flow forecasts, the Group’s bank
facilities and the Viability Statement.
Risk management
• Monitored and reviewed the effectiveness of risk management
and internal control processes.
• Reviewed Group risk appetite for each of the principal risks and
considered the categories of risk appetite, including in the
context of new provision 29 in the 2024 Code.
• Reviewed the Group Risk Register, which identifies, evaluates and
sets out mitigation of risks, and reviewed the principal risks and
uncertainties disclosed in the Annual Report and Accounts.
Internal Audit
• Reviewed reports from the Internal Auditor and reviewed its
summary report on internal audits completed in 2024 and its
internal audit plan for 2025.
External Auditor and non-audit work
• Reviewed the relationship with the External Auditor including its
independence, objectivity and effectiveness.
• Recommended to the Board the appointment of PwC as External
Auditor at the 2023 AGM.
• Reviewed, considered and agreed the scope of the audit work to
be undertaken by the External Auditor on this year’s Annual Report
and Accounts.
• Agreed the terms of engagement and fees to be paid to the
External Auditor.
• Reviewed and approved the Group policy on non-audit services
and reviewed any non-audit fees.
Governance
• Reviewed and approved the Group’s Tax Strategy; reviewed
a paper on the Group’s tax risks, controls and processes
operating over all businesses in the Group.
• Monitored the Group’s Code of Conduct, Anti-Bribery and
Corruption Policy and Policy on Corporate Criminal Offences;
reviewed the Group’s whistleblowing arrangements.
• Met with the External Auditor and the Internal Auditor without
management being present.
• Completed an evaluation of the Committee performance
and set its annual work programme.
111 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Audit Committee Report continued
Significant accounting matters
The Committee identified the matters set out below as being significant in the context of the consolidated financial statements for the year ended 31 July 2024.
These were discussed and reviewed by management and the External Auditor, and the Committee challenged judgements and sought clarifications where necessary.
The Committee received a report from the External Auditor on the work it had performed to arrive at its conclusions and discussed in detail all material findings contained within the report.
Area of focus Why was this significant? How did the Committee address this area?
CGU and Operating
segments
As disclosed in note 1 to the accounts (Critical accounting judgements and key sources
of estimation uncertainty), the Committee concluded that the judgement in identifying
the Group’s cash generating units (CGUs) and the grouping of those CGUs for goodwill
impairment testing purposes could have a significant impact on the carrying value of
goodwill and other intangible assets in the financial statements. Hence, the Committee
concluded that this is a critical accounting judgement that falls under the scope of
paragraph 122 of IAS1.
The operational and management integration of the existing Torin-Sifan Limited (Torin)
business into the wider Volution Ventilation UK Limited (VVUK) business during the year
led to a review of operating segments and CGUs.
The Committee reviewed the existing Operating segments (IFRS 8) and considered the
changes in the organisation of the Torin OEM business during the year. The Committee
concluded that as the identification of operating segments is closely linked to the internal
management and reporting structure of the business and given the integration that had
occurred with Torin and VVUK during the year, such that information is no longer presented
to the Chief Operating Decision Maker (CEO) separately, Torin should no longer be separately
identified as an operating segment separate to VVUK. Similarly, the Committee reviewed
the CGUs used for performing impairment tests under IAS 36, and considered that the
operational and management integration with VVUK and the level of interdependence,
including significant inter-company trading, means that Torin cannot be considered to
produce truly independent cash flows, and hence it was appropriate that the former Torin
CGU be combined with the VVUK CGU for the purposes of impairment testing under IAS 36.
As a result of this decision to combine Torin and VVUK into a single Operating Segment and
single CGU, an impairment test was performed on the Torin CGU at 31 May 2024 and
reviewed by the Committee. There was sufficient headroom under “severe but plausible”
downside scenarios and, as such, it was concluded there was no requirement to impair the
goodwill, nor other intangible assets, related to Torin at 31 May 2024.
After careful consideration, and in line with the requirements of IFRS 8 ”operating
segments” and IAS 36 “impairment of assets”, Management has concluded it is appropriate
to combine Torin and VVUK into a single CGU and a single operating segment, and that
future impairment testing at 31 July 2024 and thereafter will be conducted on the new
combined UK CGU, which will also be the level at which goodwill is monitored.
Impairment of
goodwill and other
intangible assets
The Group’s policies on accounting for separately acquired intangible assets and
goodwill on acquired businesses are set out in notes 12 and 14 to the consolidated
financial statements.
At 31 July 2024, intangible assets relating to goodwill and other intangible assets
amounted to £248.2 million. The acquisitions made during the year added £9.0 million of
goodwill and other intangible assets through acquisition.
Goodwill on acquisitions is initially recorded at fair value, and is subject to testing for
impairment at each balance sheet date. For intangible assets amortised over finite lives,
the Group is required to determine whether indicators of impairment exist and, if so,
perform a full impairment review. As is customary, such testing involves estimation of the
future cash flows attributable to the asset, or cash generating unit of which it is part, and
discounting these future cash flows to today’s value.
The Committee reviewed the key assumptions behind these valuations and impairment
reviews, notably the expected development of future cash flows and the discount rates
used, as well as considering reasonable sensitivities to these estimates, and concluded
that these support the carrying values set out in notes 12 and 14 to the consolidated
financial statements and no impairment provision is required.
The Committee considered the impact of climate change over the medium and long time
period of our climate change assessment (aligned to our impairment review), and considered
it reasonable to expect no material adverse impact of climate change to our business model
that would materially impact the cash flows used in our impairment reviews.
The Committee has also reviewed the additions to goodwill and other intangible assets
through the acquisition of DVS in the year, the allocation of goodwill and other intangible
assets to the appropriate cash generating units (CGUs), and the level of CGUs at which
the impairment testing is completed. The Committee considered these allocations and
judgements to be reasonable. The Group did not consider it reasonably possible, at the
balance sheet date, that this was a major source of estimation uncertainty that could
have a significant risk of resulting in a material adjustment to the liabilities recorded and
thus is not disclosed as such in note 1 to the accounts as a key source of estimation
uncertainty, but is included as an additional disclosure.
112 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Audit Committee Report continued
Area of focus Why was this significant? How did the Committee address this area?
Revenue recognition
– liabilities arising
from retrospective
volume rebates
The Group has a number of customer rebate agreements that are considered to be
variable consideration and are recognised as a reduction from sales. Rebates are based
on an agreed percentage of revenue, which will increase with the level of revenue
achieved. These agreements may run to a different reporting period to that of the Group
with some of the amounts payable being subject to confirmation after the reporting date.
At the reporting date, Management makes estimates of the amount of rebate that will
become payable by the Group under these agreements using a probability weighted
average to arrive at an expected amount. The liability arising from retrospective volume
rebates at 31 July 2024 included within refund liabilities (note 3) trade and other payables
is £10.6 million (2023: £9.2 million).
The Committee reviewed a paper from Management setting out the process for
estimating the amount of rebates to be recognised and considered the operating
effectiveness of controls surrounding revenue recognition and Management’s subjective
assessment and recognition of rebates at the year end. The Committee reviewed
Management’s methodology and judgement in assessing the recognition of rebates.
The Committee concurred with its approach.
The Group did not consider it reasonably possible, at the balance sheet date, that this
was a major source of estimation uncertainty that could have a significant risk of resulting
in a material adjustment to the liabilities recorded and thus is not disclosed as such in
note 1 to the accounts as a key source of estimation uncertainty, but is included as an
additional disclosure.
Accounting for
business
combinations
There was one business combination during the year: the acquisitions of DVS.
The acquisition was relatively straight forward and was an asset purchase.
The acquisition includes a potential for future contingent consideration but Nil is
recorded at the balance sheet date as performance criteria are not expected to be
met in the relevant measurement periods.
The acquisitions of ERI in 2022 and ClimaRad in 2021 include contingent consideration
liabilities at the balance sheet date. The acquisition of I-Vent in FY23 includes a potential
for future contingent consideration but Nil is recorded at the balance sheet date as
performance criteria are not expected to be met in the relevant measurement periods.
The Committee reviewed the accounting for the acquisition and the application of
the relevant accounting standards and agreed that it was appropriate. The Committee
also reviewed the judgements that Management made in assessing the fair value
measurement of the contingent consideration for the DVS acquisition as well as
the previous acquisitions of I-Vent, ERI and ClimaRad, and agreed the judgements
were reasonable.
The Group did not consider it reasonably possible, at the balance sheet date, that this
was a major source of estimation uncertainty that could have a significant risk of resulting
in a material adjustment to the liabilities recorded and thus is not disclosed as such in
note 1 to the accounts as a key source of estimation uncertainty, but is included as an
additional disclosure.
Going concern
The Board of Directors has a responsibility to assess whether there are any significant
doubts about an entity’s ability to continue as a going concern. The Group has completed a
comprehensive and robust assessment in order to support the preparation of the financial
statements on the going concern basis. Such testing involves a number of assumptions
regarding the future financial performance of the Group for 18 months from the balance
sheet date.
The Committee has reviewed the key assumptions used in the going concern
assessment and the other relevant factors surrounding going concern, notably the
expected liquidity levels of the Group and covenant headroom.
The Committee has also considered reasonable sensitivities to these estimates including
the potential impact from the principal risks and concluded that these support the
preparation of the financial statements on the going concern basis.
The Committee considered the impact of climate change (which is not a standalone
principal risk) over the short time period of our climate change assessment (aligned to our
going concern review), and considered it reasonable to expect no material adverse impact
of climate change over the going concern period, and hence considered it reasonable that
no adverse impacts in either the base case or downside scenarios were included.
Further details of the going concern assessment prepared by the Group are included
on page 54.
In addition, the Committee reviewed policy and provisions with respect to: treasury, taxation, warranty, doubtful debts and inventory and weighted average cost of capital rates.
113 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Audit Committee Report continued
External audit
PwC has acted as External Auditor for the Group for the financial
year ended 31 July 2024. The lead partner for the year was Simon
Bailey. Other than this role, he has not had any previous
involvement with the Group.
The Committee notes the tendering and rotation provisions in the
EU Audit Directive and Regulation and the Companies Act 2006,
which state that there should be a public tender every ten years
and a change of External Auditor at least every 20 years. The
Committee also confirms compliance with the provisions of the
Statutory Audit Services for Large Companies Market Investigation
(Mandatory Use of Competitive Tender Processes and Audit
Committee Responsibilities) Order 2014 (the Order).
In line with these requirements, the Committee conducted a tender
process which concluded in January 2023. EY was the previous
External Auditor of the Group prior to the appointment of PwC.
The Committee has recommended to the Board that a resolution to
appoint PwC for the financial year ending 31 July 2025 be proposed
to shareholders at the AGM in December 2024 and the Board
accepted and endorsed this recommendation.
Effectiveness review
During the year, the Committee assessed the effectiveness of
previous auditors EY and the external audit process for the year
ended 31 July 2023 using a checklist and questionnaire issued to
senior financial management across the Group who had been
involved in the audit process.
A summary of the findings was prepared for consideration by the
Committee. There were no substantive matters identified during
this assessment, and the Committee concluded that the external
audit process had been effective.
Non-audit services
The Committee agrees the fees paid to the External Auditor for
its services as auditor.
A formal policy in relation to the provision of non-audit services
by the External Auditor was reviewed by the Committee during
the year to ensure that there was adequate protection of its
independence and objectivity. A copy of the policy is available
at the Company’s website: www.volutiongroupplc.com.
During the year, PwC charged the Group £106,000 (2023: £nil) for non-
audit services relating to the half-year review, which represents 10.7%
(2023: nil%) of the external audit fee for the first year. In the prior year EY
charged the Group £nil (2023: £99,000) for non-audit services relating
to the half-year review, which represents nil% (2023: 11.9%) of the
average of the external audit fee over the last three financial years.
A breakdown of the fees paid to PwC during the year is set out
in note 8 to the consolidated financial statements.
Internal control and risk management
The Board is responsible for the effectiveness of the Group’s system
of internal control, which has been designed and implemented
to meet the requirements of the Group and the risks to which it is
exposed. Details are set out below on the Group’s internal control
environment, how risk is managed, and the Committee’s review
of the effectiveness of the risk management and internal
control systems.
Internal control environment
In seeking to achieve the Group’s business objectives, we face a
number of risks, as defined on pages 49 to 58. The following key
elements comprise the internal control environment, which has
been designed to identify, evaluate and manage these risks in line
with our risk appetite, and to ensure accurate and timely reporting
of financial data for the Company and the Group:
• an appropriate organisational structure with clear lines of
responsibility, including adopting the three lines of defence
model to effectively manage the risks;
• an experienced and qualified finance function, which regularly
assesses the possible financial impact of the risks facing
the Group;
• a comprehensive annual business planning process;
• key control procedures as defined in our Risk and Control matrix;
• delegation of authority devolved from the Board which sets the
approval limits for capital and operating expenditure and other
key business transactions and decisions;
• a robust financial control, budgeting and forecasting system,
which includes regular monitoring, variance analysis, key
performance indicator reviews and risk and opportunity
assessments at Board level;
• procedures by which the consolidated financial statements are
prepared, which are monitored and maintained through the use
of internal control frameworks addressing key financial reporting
risks arising from changes in the business or accounting standards;
• established policies and procedures setting out expected
standards of integrity and ethical standards which reinforce the
need for all employees to adhere to all legal and regulatory
requirements; and
• an annual internal controls checklist based on our risk and
control matrix.
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Audit Committee Report continued
Three lines of defence model
Volution Board/Audit Committee
External Auditor
Volution Management
1st Line 2nd Line 3rd Line
Day-to-day
management
of risk
Application
of internal
controls
Group Finance Internal Audit
Technical
CoSec/Compliance
IT Security
HR
Internal Audit
Internal Audit plays an important role in helping the organisation
deliver its vision and objectives by providing independent and
objective assurance to management, the Committee and Board on
the effectiveness of Volution’s risk management activities, internal
controls and corporate governance framework.
The purpose, scope and authority of Internal Audit is defined within
its charter which is approved annually by the Committee.
For the financial period ended 31 July 2024, the Head of Internal
Audit led the provision of the internal audit service, supported where
deemed necessary by external audit resource. The Audit Committee
agreed the internal audit plan prior to the commencement of
the financial year, which was designed to ensure that there was
appropriate coverage of the internal control environment, strategic
priorities and key risks identified by the Board in its annual risk
management process.
Regular updates on Internal Audit are provided to the Committee,
covering an overview of the work undertaken in the update period,
actions arising from audits conducted, the tracking of remedial
actions, and progress against the internal audit plan. Updates
provided in the year included detailed reports on the segregation
of duties and similar controls in our newly acquired businesses,
and also on specific areas of cyber, fraud and other key risk areas.
The Committee routinely meets independently with the Internal
Auditor, to discuss the results of the audits performed and any
additional insights obtained on the risk management and control
environment across the organisation.
Risk management
The Board sets the risk appetite that forms the basis of the
approach to risk management, accepting that some level of
risk-taking is necessary to meet business objectives. The Group
has a risk management process which is led by the Group Risk
Management Steering Committee. This process identifies risks and
assesses the probability and impact from these risks, and assigns
an owner to manage mitigation activities at the operational level.
Each business unit operates a process to ensure that key risks are
identified, evaluated, managed in line with our risk appetite, and
reviewed appropriately. This process is also applied at Board level
to major business decisions such as acquisitions. The business
unit risk registers form the basis for the Group Risk Register, which
is maintained for all corporate risks and is monitored by senior
management and reviewed by the Committee. During the year, the
Group Risk Register and the methodology applied were the subject
of review by senior management and updated to reflect new and
developing areas which might impact business strategy. The
Committee also considered the risk appetite levels in relation to
each of the principal risks and reviewed appetite categories. The
Audit Committee reviews the Group Risk Register at least twice a
year and assesses the actions being taken by senior management
to monitor and mitigate the risks. The Group’s principal risks and
uncertainties, the areas which they impact and how they are
mitigated are described on pages 49 to 58.
Review of effectiveness
Provision 29 of the 2018 Code states that the Board should monitor
the Company’s risk management and internal control systems and,
at least annually, carry out a review of their effectiveness. The
Committee receives an annual report on the performance of the
system of internal control, and on its effectiveness in managing
risks and in identifying control failings or weaknesses. The
Committee has reviewed the Group’s risk management process
and the effectiveness of the Group’s risk management and internal
control systems for the period from 1 August 2023 to the date of
this Report. Taking into account the matters set out on pages 49 to
58 relating to principal risks and uncertainties and the internal audit
reports from the Head of Internal Audit, the Board, with the advice
of the Committee, is satisfied that the Group has in place effective
risk management and internal control systems.
Board site visit, ERI, Bitola, North Macedonia
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Audit Committee Report continued
Code of Conduct, anti-bribery and whistleblowing
The Group is committed to providing a safe and confidential
avenue for all employees across the Group to raise concerns
about serious wrongdoings. The Group also acknowledges the
requirements of the 2018 Code in this area, which states that the
Committee should review arrangements by which employees
across the Group may, in confidence, raise concerns about
possible improprieties in matters of financial reporting or other
matters and ensure that these concerns are investigated and
escalated as appropriate.
The Company has a Group-wide Code of Conduct, an Anti-Bribery
and Corruption Policy and a Policy on Corporate Criminal Offences.
These policies set out the Group’s values and the importance that is
placed on honest, ethical and lawful conduct in all business dealings.
The Code of Conduct also sets out the Group’s policy on anti-slavery
and human trafficking, in accordance with the Modern Slavery Act
2015. Group employees, agents and suppliers are asked, where
relevant, to confirm that they do and will continue to comply with
these policies. A gifts and hospitality register is operated by each
business unit to ensure transparency where items are over a certain
monetary threshold. In addition, all employees who are considered
the most likely to be exposed to bribery and corruption are given
web-based anti-bribery and corruption training.
Arrangements are in place by which employees are able to raise,
in confidence, any concerns they may have about possible
wrongdoing or dishonest or unethical behaviour, such as bribery,
corruption, fraud, dishonesty and illegal practices. An external
independent whistleblowing provider provides a confidential
web-based and telephone facility which has been communicated
across the Group, branded as ‘Speak Up’, to ensure awareness.
The Code of Conduct protects anyone who comes forward to
make a disclosure under the Whistleblowing Policy. When a
disclosure is made, the Company Secretary reports the matter
to the Committee Chair and initiates an investigation to include
all necessary parties. A report on the investigation is submitted
to the Committee and appropriate steps are taken to ensure
that any matters relating to any disclosures have been resolved
satisfactorily. The Committee also has the power to conduct further
enquiries itself or any other additional actions it sees fit.
The Committee has reviewed these arrangements and is satisfied
that they are operating effectively. All findings relating to “Speak
Up” reports and arrangements are reported by the Committee to
the Board.
Committee performance evaluation
During the year, the Board conducted an internal evaluation of the
performance of the Board, its Committees, the Directors and the
Chair. This process concluded that the Committee had fulfilled its
role effectively and did not identify any significant development
points requiring action.
Fair, balanced and understandable
The Board has responsibility under the Code for preparing the
Company’s Annual Report and Accounts, ensuring that it presents
a fair, balanced and understandable (FBU) assessment of the
Group’s position and prospects and that it provides the information
necessary for shareholders to assess the Group’s performance,
business model and strategy. The review of the Annual Report
and Accounts took the form of a detailed assessment of the
collaborative drafting process, which involves the Board members,
the Senior Management Team, Group finance and the Company
Secretary, with guidance and input from external advisers. This
ensures that there is a clear and unified link between this Annual
Report and Accounts and the Group’s other external reporting,
and between the three main sections of the Annual Report and
Accounts – the Strategic Report; the Governance Report; and the
Financial Statements. In addition, the Committee receives a report
highlighting areas for FBU consideration to ensure compliance
before approval of the Annual Report and Accounts.
The detailed work in this area is delegated to, and carried out by, the
Audit Committee. As part of this work, the Committee: reviewed all
material matters, as reported elsewhere in this Annual Report and
Accounts; ensured that it fairly reflected the Group’s performance
in the reporting year; ensured that it reflected the Group’s business
model and strategy; ensured that it presented a consistent message
throughout; and considered whether it presented the information
in a clear and concise manner, illustrated by appropriate KPIs, to
facilitate shareholders’ access to relevant information.
A summary of the process, and of the Committee’s findings, was
considered by the Board at its meeting on 8 October 2024. The
outcome of that review was that the Committee confirmed to
the Board that the Annual Report and Accounts 2024 met the
requirements of the 2018 Code and the Board’s formal statement
to that effect is set out on page 133.
Jonathan Davis
Chair of the Audit Committee
9 October 2024
116 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Directors’ Remuneration Report
Dear shareholder,
On behalf of the Remuneration Committee, I am pleased to
present the Directors’ Remuneration Report for the year ended
31 July 2024.
At the AGM in December 2023, the Directors’ Remuneration Report
resolution received good support from shareholders, with 91.9% of the
votes cast being in favour of the resolution. Our new Remuneration
Policy (the Policy) was also approved at the 2023 AGM receiving very
good support from shareholders, with over 97.7% of the votes cast
being in favour of the resolution. The Committee considers that the
new Policy continues to appropriately support our remuneration
principles, which are to:
• attract and retain the best talent;
• drive behaviours that support the Group’s strategy and business
objectives which are developed in the long-term interests of the
Company and its shareholders;
• reward senior management appropriately for its personal and
collective achievements;
• provide incentives that help to maintain commitment over the
longer term and align the interests of senior management with
those of shareholders; and
• ensure that a significant percentage of the overall remuneration
package of the Executive Directors and senior management
remains at risk, dependent on performance, and that their pay
and benefits adequately take account of reward versus risk.
Remuneration
Committee Report
Membership and attendance
The Committee met for three scheduled meetings during the year with attendance disclosed below.
Committee members Member since Attendance
Claire Tiney (Chair) 3 August 2016
Amanda Mellor 19 March 2018
Jonathan Davis 23 June 2023
Margaret Amos
1
10 March 2022
Nigel Lingwood 30 April 2020
1. Margaret Amos could not attend the Committee meeting held in July 2024 due to illness.
Claire Tiney
Chair of the Remuneration Committee
117 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Wider workforce considerations
The Committee is aware of the impact of inflation and the cost-of-
living on our employees, and the Group has taken a number of
actions during the year to support the workforce, a selection of
which is set out below:
Employee salaries have increased again at higher levels than in
previous years. During the period there was a total base salary
increase of c.7.5% in the UK which includes substantial out-of-cycle
salary increases in certain functions. We will continue to make
salary corrections in line with external benchmarks to remain
competitive and an employer of choice in our markets.
We continue to operate our ‘Employee Benefits’ platform which
offers, amongst other things, attractive discounts at leading
retailers including cash back options.
Employees who are eligible to participate in the annual bonus
scheme have benefited from pay-outs due to Volution’s strong
performance in recent years and have done so again in respect
of 2024.
Performance in the year ended 31 July 2024 and remuneration
outcomes
During the year ended 31 July 2024 the business performed well.
The Group’s revenue increased by 6.0% compared to last year to
£347.6 million (2023: £328.0 million). Adjusted operating profit was
£78.0 million (2023: £69.9 million), representing 22.5% of revenue
and a £19.6 million improvement compared to the prior year.
Reported profit before tax increased by 15.9% to £56.6 million
(2023: £48.8 million). Our adjusted earnings per share was 28.0
pence, representing a 8.5% increase over the adjusted earnings
per share for the prior year of 25.8 pence. The compound annual
growth rate of adjusted earnings per share since IPO in 2014
was 12.3%.
Over the course of the financial year our total shareholder return
has exceeded that of the FTSE 250 index, and over a three-year
period Volution ranked 1st for total shareholder returns against the
Company’s TSR peer group (described on pages 122 and 123).
Adjusted operating profit, adjusted EPS and working capital
management were the key measures used by the Committee
to assess performance and, accordingly, were the performance
measures used for the bonus. Performance against these
measures resulted in the Committee awarding an annual
bonus of 125% of salary to Ronnie George and 125% of salary
to Andy O’Brien (100% of the maximum).
We have provided full retrospective disclosure of the bonus targets
as well as the actual performance against them. In accordance with
the Policy, one-third of the total annual bonus payment will be
deferred into awards over the Company’s shares which will vest
after three years. Further details can be found on page 123.
The LTIP awards granted in the 2021/22 financial year (in October
2021) had a performance period ending on 31 July 2024 and are
subject to a two-year holding period. Due to EPS growth, good
performance against our ESG targets, and total shareholder return
performance over the period (with a total shareholder return over
the performance period being 1st against the peer group), the
October 2021 LTIP awards will vest at 79.5% of maximum. Further
details can be found on page 122.
When determining variable pay outcomes, the Committee
also took account of the shareholder experience, the employee
experience and the wider stakeholder experience alongside all of
the performance context provided above. Overall, the Committee
considered that remuneration outcomes were appropriate and as
such determined that no discretion would be applied.
Remuneration decisions for the year ending 31 July 2025
During the year, the Committee has reviewed the salaries for
Executive Directors and determined that an increase of 4.5% for
both the CEO and CFO is appropriate taking into account the
average wider UK workforce increase of 4.9%, the performance
of the Group and the individuals, and the fact that salaries remain
conservatively positioned against the FTSE 250.
There are no proposed changes to the annual bonus and LTIP
opportunities or performance measures for the upcoming year.
Taking into account the importance of Return on Invested Capital
(ROIC) to the Committee and also as identified by a number of our
shareholders, a ROIC underpin will be introduced to the LTIP award
in the upcoming year. If ROIC in the final year of the performance
period is lower than 18%, the Committee will have the ability to
reduce the level of LTIP vesting.
The Committee has also approved an increase to the Chair’s annual
fee for the year ending 31 July 2025 to £200,000. There have been
no material increases to the fee since IPO and, since that time, the
Group has become significantly larger, more complex, and more
international. The responsibilities and time commitments of the role
have therefore materially increased. The Committee notes that the
new fee remains below the FTSE 250 lower quartile and intends
to make it more market aligned over the coming years, subject
to performance.
Agreement to Acquire Fantech
As announced on 20 September 2024, the Group has signed
an agreement to acquire the Fantech group of companies in
Australasia, subject to anti-trust approvals.
Given the timing of the proposed acquisition, the Committee was
not in a place to approve the FY25 LTIP grant targets ahead of the
Annual Report being signed-off. These targets will be set later in
the year once the impact of the acquisition on the LTIP measures
and targets has been assessed in more detail.
It is currently anticipated that the stretching EPS compound
growth targets will remain the same as for the FY24 LTIP award.
The acquisition will have a material impact on the ESG measures
and targets, the full impact of which still needs to be assessed by
the Board. The measures and targets will be disclosed in full on the
Company’s website once approved by the Committee and in the
Directors’ Remuneration Report next year.
The Committee also recognises that this proposed acquisition
would mean that the Group is materially larger and more complex.
The Committee intends to review the arrangements, including
incentive levels, next year in this context. It was not considered
appropriate to make any material changes for FY25, and instead for
the review to take place once the acquisition has been completed
and bedded into the Group. The Committee will consult with
shareholders ahead of any changes being proposed for FY26.
Shareholder support
This will be my last report for Volution, as I approach my nine-year
tenure in August 2025, at which time I plan to retire from the Board
in accordance with the Code. I would like to take this opportunity
to thank shareholders for their support over the years.
Annual General Meeting 2024
I do hope that you will support the resolution requesting approval
of the Directors’ Remuneration Report at this year’s AGM on
11 December 2024.
Claire Tiney
Chair of the Remuneration Committee
9 October 2024
Directors’ Remuneration Report continued
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Directors’ Remuneration Report continued
At a Glance: Implementation of the Remuneration Policy for 2025 and key decisions in 2024
The table below summarises how key elements of the Remuneration Policy will be implemented in the period ending 31 July 2025 and key decisions taken by the Committee for the
year ended 31 July 2024. The full Directors’ Remuneration Policy can be found in the 2023 Annual Report that can be found on the Company’s website, www.volutiongroupplc.com.
Element Chief Executive Officer Ronnie George Group Finance Director Andy O’Brien
Base salary
(from 1 August 2024)
£579,975 £397,100
Pension
5.5% 5.5%
Annual bonus opportunity 2025
Maximum: 125% Maximum: 125%
Annual bonus measures
• The majority of the bonus will be based on financial measures and the remainder (if any) will be based on
non-financial measures.
• For the period ending 31 July 2025, the financial measures include: Adjusted EPS (52%); Adjusted operating profit
(36%); and Working capital management (12%).
• Full disclosure of performance targets will be disclosed retrospectively.
Annual bonus deferral
• One-third of the annual bonus will be deferred into shares for a period of three years.
Long term incentive plan
(LTIP) opportunity 2025
Maximum: 150% Maximum: 125%
LTIP measures
• LTIP awards will be based on the EPS growth (60%); Relative TSR (20%); and ESG (20%). A Return on Invested
Capital (ROIC) underpin will apply from FY25. Performance will be measured over a three-year period.
LTIP holding requirement
• LTIP awards are subject to a two-year holding period.
Shareholding guideline
• 200% of salary in-employment shareholding guideline.
• Post-cessation shareholding requirements apply at the same level as the in-employment guideline (or actual
shareholding, if lower) for two years after departure.
Malus and clawback
• Malus and/or clawback provisions apply up to the third anniversary of payment of the cash bonus, and the
earlier of the sixth anniversary of grant and the third anniversary of satisfying awards for DSBP and LTIP awards.
• The malus and clawback provisions can be found in the Remuneration Policy in the 2023 Directors’
Remuneration Report.
Notice Period
• 12 months 9 months
31 July 2024 year-end outcomes:
Bonus outcome
• 100% of maximum pay-out.
2021-24 LTIP outcome
• 79.5% of maximum vesting.
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Directors’ Remuneration Report continued
Annual Report on Remuneration
This section provides details of how the Remuneration Policy
(the Policy) was implemented during the year and how the
Remuneration Committee (the Committee) intends to apply
the Policy during the financial year ending 31 July 2025. Certain
sections of this report are audited and indicated as such where
applicable. The Annual Report on Remuneration will be subject
to an advisory shareholder vote at the 2024 AGM.
Role of the Committee
The role of the Committee is to recommend to the Board a strategy
and framework for remuneration for Executive Directors and the
Senior Management Team in order to attract and retain leaders
who are focused and incentivised to deliver the Company’s
strategic business priorities, within a remuneration framework
which is aligned with the interests of our shareholders and thus
designed to promote the long-term success of the Company.
The Committee has clearly defined terms of reference which are
available on the Company’s website, www.volutiongroupplc.com.
The Committee’s main responsibilities are to:
• establish and maintain formal and transparent procedures for
developing policy on executive remuneration and for fixing the
remuneration packages of individual Directors, and to monitor
and report on them;
• determine the remuneration, including pension arrangements,
of the Executive Directors, taking into account pay and policies
across the wider workforce;
• monitor the remuneration for the tier of senior management
one level below that of the Board;
• approve annual and long-term incentive arrangements together
with their targets and levels of awards;
• determine the level of fees for the Chair of the Board; and
• select and appoint the external advisers to the Committee.
Membership
The Committee currently comprises four independent Non-Executive
Directors, Claire Tiney (Chair), Margaret Amos, Jonathan Davis, and
Amanda Mellor, and the Non-Executive Chair, Nigel Lingwood.
The Chair of the Board is also a member of the Committee because
the Board considers it essential that the Chair is involved in setting
Remuneration Policy (although he is not party to any discussion
directly relating to his own remuneration).
Claire Tiney is the Chair of the Committee and has chaired the
Committee since 30 April 2020. Claire has been a member of the
Committee since 1 August 2016 and has extensive experience of
chairing listed company remuneration committees. Claire will retire
from the Board in 2025 as she will reach her nine-year tenure in
August 2025. During the year the Committee also consulted with the
Chief Executive Officer, the Chief Financial Officer and the Company
Secretary, but not on matters relating to their own remuneration.
Attendance
The Committee met for three scheduled meetings and for
additional meetings as required during the year. It has had two
meetings to date in 2024/25. Committee member attendance can
be found in the table on page 117.
Committee activity and key decisions during the year ended
31 July 2024
Matters considered and decisions reached by the Committee
during the year include:
• implemented the Policy approved by shareholders at the 2023 AGM;
• considered and approved the Directors’ Remuneration Report for
the year ended 31 July 2023;
• reviewed outcomes for Executive Director and Senior
Management Team bonuses for the year ended 31 July 2023;
• reviewed performance measurement outcomes and vesting
of LTIP awards granted in October 2020;
• reviewed and approved the parameters of the annual bonus plan
(ABP), including performance measures and targets for year
ended 31 July 2024 for the Executive Directors and Senior
Management Team;
• considered and approved the LTIP awards to the Executive Directors
and Senior Management Team for year ended 31 July 2024;
• reviewed market trends and developments in executive
remuneration as well as wider workforce remuneration context
in advance of considering Executive Director and Senior
Management Team remuneration proposals for 2024/25;
• reviewed and approved the Executive Director and Senior
Management Team salaries for 2024/25; and
• evaluated the performance of the Committee in conjunction
with an internal facilitator.
Committee performance evaluation
During the year, the Board conducted an internal evaluation of
the performance of the Board, its Committees, the Directors and
the Chair. Further details can be found in the Governance Report
on pages 101 and 102. I am pleased to confirm that this process
concluded that the Committee had fulfilled its role effectively and
did not identify any significant development points requiring action.
Advice to the Committee
The Committee keeps itself fully informed on developments and
best practice in the field of remuneration and it seeks advice from
external advisers when appropriate.
The Committee appoints its own independent remuneration
advisers and at the time of listing appointed Deloitte LLP to that
role following a competitive tender process. Deloitte LLP has
served as adviser to the Committee since listing and throughout
the year. Total fees for advice provided to the Committee during
the year by Deloitte LLP were £38,500 and were charged based
on the time spent and seniority of the staff involved in providing
the advice. During the year Deloitte LLP also provided the
Company with other reward and share plan-related advice.
Deloitte LLP is a member of the Remuneration Consultants Group
and as such voluntarily operates under the code of conduct in
relation to executive remuneration consulting in the UK. The
Committee requests Deloitte LLP to attend meetings periodically
during the year. The Committee was satisfied that the advice
received from Deloitte LLP during the year was objective
and independent.
120 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Directors’ Remuneration Report continued
Single total figure of remuneration (audited)
The audited table below sets out the total remuneration for the Directors in the years ended 31 July 2024 and 31 July 2023.
Salary and fees Benefits
1
Pension
2
Annual bonus
3,5
Long-term
incentives
4
Total
Total fixed
remuneration
Total variable
remuneration
2024
£000
2023
£000
2024
£000
2023
£000
2024
£000
2023
£000
2024
£000
2023
£000
2024
£000
2023
£000
2024
£000
2023
£000
2024
£000
2023
£000
2024
£000
2023
£000
Chair
Nigel Lingwood
6
164 73 – – – – – – – – 164 73 164 73 – –
Executive Directors
Ronnie George 555 474 34 34 31 48 694 416 695 1,278 2,009 2,250 620 556 1,389 1,694
Andy O’Brien 380 331 27 27 12 11 475 291 405 745 1,299 1,405 419 369 880 1,036
Non-Executive Directors
Amanda Mellor 65 63 – – – – – – – – 65 63 65 63 – –
Claire Tiney 65 63 – – – – – – – – 65 63 65 63 – –
Jonathan Davis
6
65 7 – – – – – – – – 65 7 65 7 – –
Margaret Amos 55 53 – – – – – – – – 55 53 55 53 – –
Notes
1. Benefits: this includes an annual car allowance, life assurance equivalent to four times annual salary and private medical insurance.
2. Pension: a cash payment in lieu of employer’s pension contribution, equivalent to 5.5%, was paid to both Executive Directors. Pension amounts for the CFO are lower than the equivalent of 5.5% due to an overpayment in previous
years which was corrected within the year.
3. Annual bonus: detail on the 2024 bonus performance targets and actual performance is provided on page 122.
4. Long-term incentives: this column relates to the value of long-term awards of which the performance period ends in the year under review. The awards granted on October 2021 had a performance period that ended on 31 July 2024,
and this has been included in the table above. This award will vest in October 2024 and, therefore, the value included in the table above represents an estimated value using the average share price of £4.659 over the three months to
31 July 2024. This price is lower than the base price of the October 2021 LTIP, therefore none of the value of the award is attributable to share price appreciation. Dividend equivalents over the performance period have been added to
the LTIP values, in line with market practice. For 2024, the number of additional dividend equivalent shares are 7,805 and 4,550 for the CEO and CFO respectively. Details of the performance measures and achievement against the
targets set can be found on page 122. In line with the remuneration reporting requirements, the awards which vested on October 2023 have been restated to reflect the actual share price (£3.750) on the date of vesting.
5. During the year the Committee became aware that there had been a small overpayment of the 2023 annual bonus of £2,836 for the CEO and £1,984 for the CFO due to an administrative error. The Company recovered this in full
shortly afterwards through a reduction in salary.
6. Nigel Lingwood was appointed Chair of the Board on 23 June 2023 and Jonathan Davis was appointed as a Non-Executive Director and Audit Committee Chair on 23 June 2023. The increase in fees for Nigel Lingwood in 2024 reflect
his change in role.
121 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Annual Bonus Plan (ABP) (audited)
The operation of the ABP during the year ended 31 July 2024 was consistent with the framework set out in the 2023 Policy. The maximum annual bonus potential for the Executive Directors during the year was
125% of base salary, and bonus for on-target performance was 50% of the maximum opportunity. In line with last year’s report, we have provided full retrospective disclosure of the targets and performance
against those targets which are set out in the table below. The performance measures for the year ended 31 July 2024 were the same as for the year ended 31 July 2023, though the weightings have been
slightly re-balanced. The targets were set taking into account the business plan, market conditions and analysts’ forecasts at the time. One-third of the annual bonus payment earned by the Executive Directors
will be deferred into awards over the Company’s shares for three years. The treatment of awards upon a Director leaving the Group is set out in the Directors’ Remuneration Policy which can be found in the
2023 Annual Report.
As set out in the Committee Chair’s letter, the Committee considered a number of different matters when determining the outcome including wider Company performance, employee experience, shareholder
experience and wider stakeholder experience and determined that the remuneration outcomes were appropriate and as such no discretion would be applied.
Measure Strategic objective Weighting Threshold
3
Target Maximum
Actual
performance
% of Measure
achieved Payment
Adjusted operating profit
1
To increase profit 35% £68.5m £74.2m £77.6m £78.0m 100% 35%
Adjusted EPS
1
Creation of shareholder value 50% 25.2p 26.2p 27.2p 28.0p 100% 50%
Working capital management
2
Delivering efficiency of working capital and cash generation 15% 18.4% 18.2% 17.7% 17.0% 100% 15%
Total 100%
Total as a % of maximum 100%
Notes
1. Adjusted operating profit up to target level is purely organic. Between target and maximum, unbudgeted acquisitions will be taken into account. Adjusted EPS includes unbudgeted acquisitions.
2. Working capital targets for the average of the five quarters: quarters ending 31 July 2023, 31 October 2023, 31 January 2024, 30 April 2024 and 31 July 2024. Working capital management (inventories, right of return assets, trade and
other receivables, trade and other payables, refund liabilities and provisions) as a percentage of revenue.
3. There is no pay-out for at or below threshold performance, rising to 50% pay-out for target performance and 100% pay-out for maximum performance.
Long Term Incentive Plan vesting – October 2021 awards (audited)
The LTIP values included in the single total figure of remuneration table for 2024 relate to the LTIP award granted on 13 October 2021. Awards with a face value of 150% of salary were granted to Ronnie George
and 125% to Andy O’Brien, and, following a three-year performance period ending on 31 July 2024, are due to vest on 13 October 2024. In accordance with the Policy, this LTIP award is subject to an additional
two-year holding period following vesting. Therefore, this award will not be available to exercise until 13 October 2026. Performance against the performance targets is set out below:
Measure
Weighting
(% of total award)
Below threshold
(0% vesting)
Threshold
(25% vesting)
1
Maximum
(100% vesting)
1
Actual performance
outcome Vesting
EPS growth 60% Below 6% p.a. 6% p.a. 12% p.a. 10.1% p.a.
45.5%
TSR vs Direct Peer Group Index
2
20% Below median Median Upper quartile Upper quartile (1st)
20.0%
ESG (low-carbon sales as a % of total revenue) 10% Below 65.6% 65.6% 67.8% 70.9%
10.0%
ESG (% of recycled plastics that are used in our manufactured products) 10% Below 76.8% 76.8% 83.4% 78.1%
4.0%
Total vesting (% of maximum) 79.5%
Notes
1. Awards vest on a straight-line basis between these points.
2. The Peer Group is comprised of 15 companies: Epwin Group, Tyman, Ibstock, Norcros, Genuit, Michelmersh, Breedon, Topps Tiles, Forterra, Eurocell, Luceco, SIG, Marshalls, Headlam Group and Watkins Jones. Safestyle delisted
during the performance period and was therefore removed from the group.
Share awards granted during the year (audited)
Long Term Incentive Plan (LTIP)
2023/24 awards
On 11 October 2023 the Committee made awards under the LTIP in accordance with the Policy. The LTIP awards were made in the form of nil-cost options which will vest following the Committee’s
determination of the extent to which performance conditions, measured over three financial years to 31 July 2026, have been met. Awards to the Executive Directors are subject to a two-year holding period.
Further context as well as the targets below were disclosed in the Directors’ Remuneration Report last year.
Directors’ Remuneration Report continued
122 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Directors’ Remuneration Report continued
Performance measure Weighting (% of total award) Below threshold (0% vesting) Threshold (25% vesting)
1
Maximum(100% vesting)
1\
EPS growth 60% Below 6% p.a. 6% p.a. 12% p.a.
TSR vs Direct Peer Group Index
2
20% Below median Median Upper quartile
ESG (Low-carbon sales as a % of total revenue) 10% Below 70% 70% 75%
ESG (Carbon intensity) 10% More than 8.9m tonnes of CO
2
for every £1m of revenue
8.9m tonnes of CO
2
for every £1m of revenue
8.1m tonnes of CO
2
for every £1m of revenue
Notes
1. Awards will vest on a straight line basis between these points.
2. Direct Peer Group Index is comprised of 16 companies: Ariston, Belimo, Breedon Group, Epwin Group, Eurocell, Forterra, Genuit Group, Ibstock, Lindab, Luceco, Marshalls, Norcros, SIG, SystemAir, Tyman and Zehnder.
In addition to the performance conditions set out above, for awards to vest, the Committee must be satisfied with the overall financial performance of the Company over the performance period.
The LTIP awards made on 11 October 2023 were as follows:
Executive Director Number of shares Base price Face value
1
Face value
% of base salary Release date
2
Expiry date
Ronnie George 226,571 £3.6743 £832,490 150% 11 October 2028 12 October 2033
Andy O’Brien 129,275 £3.6743 £474,995 125% 11 October 2028 12 October 2033
Notes
1. The price used to calculate the number of LTIP awards was the average of the mid-market closing price of a Volution Group plc share on the three consecutive business days immediately preceding the date of grant.
2. The LTIP awards were granted with a three-year performance period and an additional two-year holding period.
Deferred Share Bonus Plan (DSBP)
2023/24 awards
As set out in the Policy, under which the 2023/24 annual bonus was awarded, one-third of any bonus payment earned by the Executive Directors will be deferred into awards in the form of conditional awards
over the Company’s shares.
On 11 October 2023, Ronnie George and Andy O’Brien received an award of shares under the DSBP relating to the 2022/23 annual bonus, as follows:
Executive Director Number of shares Base price Face value
1
Release date
Ronnie George 37,723 £3.6743 £138,606 11 October 2026
Andy O’Brien 26,398 £3.6743 £96,994 11 October 2026
Note
1. The price used to calculate the number of DSBP awards was the average of the mid-market closing price of a Volution Group plc share on the three consecutive business days immediately preceding the date of grant.
123 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Equity incentives (audited)
Details of the awards granted, outstanding and vested during the year to the Executive Directors under the LTIP and DSBP are as follows:
Name/plan Date of award
Number of share
awards at 1 August
2023
Shares awarded
during the year
Shares lapsed during
the year
Shares vested during
the year
Number of share
awards at 31 July
2024
Face value at date of
grant £
1
Vesting date
2
Expiry date
Ronnie George
LTIP 2020/21 14/10/2020 327,672 – – 340,671 – – 14/10/2023 15/10/2030
LTIP 2021/22
13/10/2021 141,310 – – – 141,310 659,453 13/10/2024 14/10/2031
LTIP 2022/23 12/10/2022 229,582 – – – 229,582 708,903 12/10/2025 13/10/2032
LTIP 2023/24 11/10/2023 – 226,571 – – 226,571 832,490 11/10/2026 12/10/2033
DSBP 2020/21 – – – – – – – – –
DSBP 2021/22 13/10/2021 37,383 – – – 37,383 174,458 13/10/2024 N/A
DSBP 2022/23 12/10/2022 39,168 – – – 39,168 120,943 12/10/2025 N/A
DSBP 2023/24 11/10/2023 – 37,723 – – 37,7 23 138,606 12/10/2025 N/A
Andy O’Brien
LTIP 2020/21 14/10/2020 191,083 – – 198,662 – – 14/10/2023 15/10/2030
LTIP 2021/22 13/10/2021 82,405 – – – 82,405 384,563 13/10/2024 14/10/2031
LTIP 2022/23 12/10/2022 133,881 – – – 133,881 413,398 12/10/2025 13/10/2032
LTIP 2023/24 11/10/2023 – 129,275 – – 129,275 474,995 11/10/2026 12/10/2033
DSBP 2020/21 – – – – – – – – –
DSBP 2021/22 13/10/2021 26,160 – – – 26,160 122,083 13/10/2024 N/A
DSBP 2022/23 12/10/2022 27,409 – – – 27,409 84,634 12/10/2025 N/A
DSBP 2023/24 11/10/2023 – 26,398 – – 26,398 96,994 11/10/2026 N/A
Notes
1. The price used to calculate the number of LTIP and DSBP awards was the average of the mid-market closing price of a Volution Group plc share on the three consecutive business days immediately preceding the date of grant, being
£1.9167 for the LTIP 2020/21, £4.67 for the LTIP 2021/22 and DSBP 2021/22, £3.0878 for the LTIP 2022/23 and DSBP 2022/23 and £3.6743 for the LTIP 2023/24 and DSBP 2023/24.
2. LTIP awards granted from 2016/17 were granted with a three-year performance period and an additional two-year holding period.
3. Shares vested during the year includes dividend equivalents over the performance period, in line with market practice.
Directors’ Remuneration Report continued
124 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Employee Benefit Trust
The Volution Employee Benefit Trust (EBT) currently holds 2,151,214 shares in the Company. It is the Company’s intention to use shares currently held in the EBT to satisfy all awards made so far under the Long
Term Incentive Plan, Deferred Share Bonus Plan and Sharesave Plan. Dividends arising on the shares held in the EBT are waived on the recommendation of the Company.
Funding of future awards under the share incentive plans
It is the Company’s current intention to satisfy any future requirements of its share incentive plans in a method best suited to the interests of the Company, either by acquiring shares in the market, utilising shares
held as treasury shares or issuing new shares. Where the awards are satisfied by newly issued shares or treasury shares, the Company will comply with the dilution limits as set out in the relevant plan rules.
Statement of Directors’ shareholdings and share interests (audited)
We believe that Executive Directors should have shareholdings in the Company to ensure that they are as closely aligned as possible with shareholder interests. As such, during the year the Company had share
ownership guidelines in place which stated that Executive Directors were expected to achieve and retain a holding of the Company’s shares equal to 200% of their base salary.
It should be noted, as shown below, that Ronnie George and Andy O’Brien have a shareholding in excess of 200% of base salary including DSBP awards and LTIP awards that are not subject to further
performance net of tax. A formal post-employment shareholding guideline is also in place requiring Executive Directors to hold a shareholding equal to their in-employment shareholding, or their actual
shareholding on leaving if lower, for two years after departure. This post-employment shareholding requirement applies to shares acquired from incentive plans from DSBP and LTIP awards granted after
1 August 2020.
The Chair and the Non-Executive Directors are also encouraged to hold shares in the Company in order to align their interests with those of shareholders. Directors’ interests in ordinary shares held as at 31 July
2024 (together with the interests held by Persons Closely Associated with them) are set out below.
There were no changes in the Directors’ shareholdings between 31 July 2024 and the date of this report.
Name/plan
Shares held beneficially at
1 August 2023
1
Shares held beneficially
at 31 July 2024
1
Shareholding at 31 July
2024 (% of salary)
4
Target
shareholding
achieved
2
LTIP awards (unvested
awards subject to
performance)
3
LTIP awards vested but
not exercised
DSBP awards (unvested
awards, not subject to
performance)
Chair
Nigel Lingwood 5,000 19,785 N/A N/A – – –
Executive Directors
Ronnie George
5
2,670,116 3,089,113 3,528% Yes 597,463 709,203 114,274
Andy O’Brien 37,886 37,886 485% Yes 345,561 413,572 79,938
Non-Executive Directors
Amanda Mellor – – N/A N/A – – –
Claire Tiney 2,869 2,869 N/A N/A – – –
Jonathan Davis – 5,000 N/A N/A – – –
Margaret Amos –
– N/A N/A
– – –
Notes
1. Includes any shares held by Persons Closely Associated.
2. The target shareholding achieved has been calculated based on shares held beneficially as at 31 July 2024 using the share price on that date of £5.47 per share.
3. LTIP awards in this column consist of all awards granted as at the date of this Report which are structured as nil-cost options. All awards are subject to performance conditions, with performance measured over three financial years.
4. Includes DSBP awards and LTIP awards that are not subject to further performance on a net of tax basis.
5. On 12th October 2023, Ronnie George exercised options over 485,675 shares from the LTIP awards granted in October 2014, November 2015, October 2016 and March 2018. Additionally, on 14th November 2023, he exercised an
option over 306,642 shares from the LTIP award granted in October 2018.
Payments to past Directors and payments for loss of office (audited)
There were no payments to past Directors or payments for loss of office in the year.
Directors’ Remuneration Report continued
125 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Directors’ Remuneration Report continued
Performance graph and Chief Executive Officer remuneration table
The chart below compares the total shareholder return performance of the Company against the performance of the FTSE 250 (excluding investment trusts), of which Volution has been a constituent since
May 2021.
50
100
150
200
250
300
350
400
450
500
July 2014
Volution Group plc
Total shareholder return (rebased)
July 2015 July 2016 July 2017 July 2018 July 2019 July 2020 July 2021 July 2022 July 2023 July 2024
FTSE 250 index (excl. Investment Trusts)
The table below summarises the Chief Executive Officer’s single figure for total remuneration, annual bonus payments and LTIP vesting levels as a percentage of maximum opportunity.
2024 2023 2022 2021 2020 2019 2018 2017 2016 2015
Chief Executive Officer’s single total figure of remuneration (£000) 2,009 2,250 2,227 2,535 757 910 909 1,191 638 643
Annual bonus pay-out (as a % of maximum opportunity) 100% 70% 66% 100% 0% 44.7% 44.3% 87.8% 64% 65%
LTIP vesting (as a % of maximum opportunity)
79.5% 100% 100% 89% 25% 40.5% 61.7% 72.1% N/A N/A
126 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Percentage change in remuneration of the Board of Directors compared to employees
The table below sets out the percentage change in salary, taxable benefits and annual bonus set out in the single figure of remuneration tables on page 121 paid to each Director in respect of the year ended
31 July 2023 and the year ended 31 July 2024, compared to that of the average change for employees.
Average % change
2023 to 2024
Average % change
2022 to 2023
Average % change
2021 to 2022
Average % change
2020 to 2021
Average % change
2019 to 2020
Element of pay
Salary/
fees
Taxable
benefit
2
Annual
bonus
Salary/
fees
Taxable
benefit
2
Annual
bonus
Salary/
fees
Taxable
benefit
2
Annual
bonus
Salary/
fees
Taxable
benefit
2
Annual
bonus
Salary/
fees
Taxable
benefit
2
Annual
bonus
Executive Directors
Ronnie George
17.1% -% 66.8% 7.5% 41.7% 14.6% 5.0% 9.1% (30.6)% 6.0% 0% 100% (4.4)% 0% (100)%
Andy O’Brien
14.8% -% 63.2% 7.5% 58.8% 14.6% 5.0% 13.3% (30.6)% 3.8% 0% 100% 100% 100% (100)%
Non-Executive Directors
Amanda Mellor
3.2% n/a n/a 14.5% n/a n/a 14.6% n/a n/a 9.1% n/a n/a (8.3)% n/a n/a
Claire Tiney
3.2% n/a n/a 5.0% n/a n/a 3.4% n/a n/a 26.1% n/a n/a (4.2)% n/a n/a
Jonathan Davis
4
n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Margaret Amos
3.8% n/a n/a 165% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Nigel Lingwood
3
124.7% n/a n/a 21.7% n/a n/a 3.4% n/a n/a 383.3% n/a n/a 100% n/a n/a
Employee average
1
4.6% 10.1% 47.3% 6.4% 19.9% 8.1% 8.1% 15.0% (12.0)% 5.4% 379.7% 100% 2.8% 0.0% (100)%
Notes
1. Average employee pay includes full- and part-time employee data. This figure is calculated in line with the statutory requirements and based on employees of the parent company and excludes the Executive and Non-Executive
Directors. Prior-year figures have also been updated to be in line with the statutory requirements.
2. Benefits include car allowance, health cover and life assurance but exclude employer pension contributions.
3. Nigel Lingwood was appointed as Chair of the Board on 23 June 2023, and so was in his current role for only a short period in 2023, which is being compared to a full year in 2024.
4. Jonathan Davis was appointed to the Board on 23 June 2023 and so there is no full year comparison available.
Chief Executive Officer pay ratio
The table below sets out the ratio at the 25th, median and 75th percentile of the total remuneration received by the Chief Executive Officer (using the amount set out in the single total figure table shown in this
Report on page 121), compared to the total remuneration received by our UK employees for whom total remuneration has been calculated on the same basis.
For the financial year ended 31 July 2024, Volution delivered strong revenue and profit growth and the CEO’s single figure total is heavily influenced by incentive outturns and share price appreciation over the
three-year performance period. These factors all contributed to the CEO pay ratio shown below.
CEO pay ratio 31 July 2024 31 July 2023 31 July 2022 31 July 2021 31 July 2020
Method Option A Option A Option A Option A Option A
75th percentile pay ratio 44:1 46:1 70:1 75:1 18:1
Median pay ratio
78:1 86:1 99:1 104:1 27:1
25th percentile pay ratio
83:1 98:1 109:1 123:1 34:1
The salary and total pay for the individuals identified at the 25th percentile, median and 75th percentile as at 31 July 2024 are set out below:
Employees 25th percentile Median 75th percentile
Salary £22,495 £25,466 £33,000
Total pay and benefits
£24,332 £25,888 £45,556
The employees used for the purposes of the table above were identified as based in the UK as at 31 July 2024. Option A was chosen as it is considered to be the most accurate way of identifying the relevant
employees required by The Companies (Miscellaneous Reporting) Regulations 2018. Employees have been included on a FTE basis where appropriate. No other adjustments were necessary and no elements
of employee remuneration have been excluded from the pay ratio calculation.
The Board has confirmed that the ratio is consistent with the Company’s wider policies on employee pay, reward and progression.
Directors’ Remuneration Report continued
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Directors’ Remuneration Report continued
Relative importance of the spend on pay
The following table shows the total expenditure on pay for all of the Company’s employees compared to distributions to shareholders by way of dividend and share buyback. In order to provide context for
these figures, adjusted operating profit is also shown.
Employees
2024
£m
2023
£m
%
change
Employee remuneration costs 81.5 76.1 7.1%
Distributions to shareholders 16.4 14.8 10.7%
Adjusted operating profit
78.0 69.9 11.7%
Statement of implementation of Remuneration Policy for the financial year ending 31 July 2025
Executive Director base salaries
As set out in the Committee Chair’s letter, the Committee determined that an increase in base salary of 4.5% would be awarded to the Chief Executive Officer and the Chief Financial Officer. The increase took
effect from 1 August 2024, increasing the base salary of the Chief Executive Officer to £579,975 per annum and the Chief Financial Officer to £397,100 per annum. Further details regarding the Committee
discussions are set out in the Committee Chair’s letter on pages 117 and 118.
Pension contribution and other benefits
In line with the Policy, both the CEO and the CFO will continue to receive a pension of 5.5% of salary, aligned with the pension rates available to the wider UK workforce.
Other benefits received comprise an annual car allowance paid in cash, life assurance equivalent to four times annual salary and private medical insurance.
Annual Bonus Plan (ABP)
The maximum annual bonus opportunity for both the CEO and CFO will be 125% of salary, unchanged from the level set in 2023/24. One-third of the total bonus payable will be deferred into shares for
three years.
The performance measures applicable to the ABP will remain unchanged and the Committee continues its policy of setting stretching annual bonus targets which take into account a number of internal and
external factors. The weightings will be: adjusted EPS (52%); adjusted operating profit (36%); and working capital management (12%).
The Committee reviewed the measures and weightings during the year and determined that the current measures remain aligned to our strategy and shareholder interests. The Committee considers it
appropriate to retain EPS in the annual bonus as it provides a key measure of shareholder value and has ensured a strong pay for performance link and shareholder alignment to date. Retaining EPS in the annual
bonus focuses management on EPS performance year-on-year, whilst retaining EPS in the LTIP provides a long-term focus on EPS performance, with growth measured over the performance period on a
stretching, compound basis. The Committee will keep this under review in future years.
The targets set for the year ending 31 July 2025 will be disclosed in the next Annual Report on Remuneration, unless they remain commercially sensitive.
Long Term Incentive Plan (LTIP)
During 2024/25, the Committee intends to grant LTIP awards with a maximum opportunity of 150% of salary and 125% of salary for the CEO and CFO, respectively. These levels are unchanged from 2023/24.
The Committee will continue its policy of setting stretching LTIP targets which take into account a number of internal and external factors. Volution is committed to its purpose of providing “Healthy Air,
Sustainably” and to the importance of ESG measures in meeting its purpose, and ESG measures are once again included.
As set out in the Committee Chair’s letter, a ROIC underpin will be introduced for the LTIP grant for 2024/25. A two-year holding period will apply to the Executive Directors following the end of the three-year
vesting period.
In addition, due to the timing of the proposed acquisition of the Fantech group of companies in Australasia (which remains subject to anti-trust approval), the Committee was not in a place to approve the FY25
LTIP grant targets ahead of the Annual Report being signed-off and therefore they are not disclosed in this report. These will be set later in the year once the impact of the acquisition on the LTIP measures and
targets has been assessed in more detail. It is currently anticipated that the stretching EPS compound growth targets will remain the same as for the FY24 LTIP award. The acquisition will have a material impact
on the ESG measures and targets, the full impact of which still needs to be assessed by the Board. The measures and targets will be disclosed in full on the Company’s website once approved by the
Committee and in the Directors’ Remuneration Report next year.
128 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Non-Executive Director fees
Fees of Non-Executive Directors are determined by the Board in their absence. The fees of the Chair (whose fees are determined by the Committee in his absence) were reviewed during the year and will be
increased to £200,000 for the year ending 31 July 2025.
The fees with effect from 1 August 2024 are summarised in the table below. The base fee for the Non-Executive Directors was increased by 4% for the year ending 31 July 2025.
From 1 August 2024 From 1 August 2023
Chair fee covering all Board duties £200,000 £164,216
Non-Executive Director basic fee £57,054 £54,860
Supplementary fees to Non-Executive Directors covering additional Board duties:
– Senior Independent Director
£10,000 £10,000
– Audit Committee Chair
£10,000 £10,000
– Remuneration Committee Chair £10,000 £10,000
Statement on shareholder voting
The Company is committed to ongoing shareholder dialogue and takes an active interest in voting outcomes in respect of the approval of the Directors’ Remuneration Report and the Remuneration Policy. In
the event of a substantial vote against a resolution in relation to Directors’ remuneration, the Company would seek to understand the reasons for any such vote and would set out in the following Annual Report
and Accounts any actions in response to it.
The following table sets out the voting by shareholders at the AGM in December 2023 in respect of our Annual Report on Remuneration and current Remuneration Policy.
Resolution Votes cast for % of votes cast Votes cast against % of votes cast Votes withheld
Remuneration Policy (AGM 2023) 169,991,789 97.73% 3,948,373 2.27% 140,197
Remuneration Report (AGM 2023) 159,904,502 91.86% 14,175,329 8.14% 528
Approval
This Directors’ Remuneration Report was approved by the Board of Directors on 8 October 2024 and signed on its behalf by the Chair of the Remuneration Committee.
Claire Tiney
Chair of the Remuneration Committee
9 October 2024
Directors’ Remuneration Report continued
129 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Directors’ Report
Introduction
The Directors present their Annual Report and the audited financial
statements of the Company for the year ended 31 July 2024.
This Directors’ Report includes additional information required
to be disclosed under the Companies Act 2006, the 2018 UK
Corporate Governance Code (the 2018 Code, which is publically
available at www.frc.gov.uk), the Disclosure, Guidance and
Transparency Rules (DTRs) and the UK Listing Rules (UKLR)
of the Financial Conduct Authority.
Certain information required to be included in the Directors’ Report
is included in other sections of this Annual Report as follows, which
is incorporated by reference into this Directors’ Report:
• the Strategic Report on pages 1 to 87;
• the Governance Report on pages 88 to 133;
• information relating to financial instruments, as set out in note 22
to the consolidated financial statements; and
• related party transactions as set out in note 28 to the
consolidated financial statements.
This Directors’ Report also represents the Management Report
for the purpose of compliance with the DTRs.
Corporate structure
Volution Group plc is a public company limited by shares,
incorporated in England and Wales. Its shares are traded within the
single listing category for equity shares in commercial companies
(ESCC) of the London Stock Exchange (LSE: FAN).
Results and dividend
The Group’s results for the year are shown in the statement
of comprehensive income on page 140.
An interim dividend of 2.8 pence per share was paid to
shareholders on 7 May 2024 and the Directors are recommending a
final dividend in respect of the financial year ended 31 July 2024 of
6.2 pence per share. If approved, the final dividend will be paid on
17 December 2024 to shareholders on the register on 22 November
2024. The total dividend paid and proposed for the year amounts
to 9.0 pence per share.
Share capital and related matters
The Company has only one class of share and the rights attached
to each share are identical. Details of the rights and obligations
attaching to the shares are set out in the Company’s Articles of
Association which are available from the Company Secretary. The
Company may refuse to register any transfer of any share which is
not a fully paid share. At a general meeting of the Company, every
member has one vote on a show of hands and on a poll one vote
for each share held. Details of the voting procedure, including
deadlines for exercising voting rights, are set out in the Notice
of Annual General Meeting 2024.
As at 31 July 2024 the issued share capital of the Company was
200,000,000 ordinary shares of 1 pence each. Details of the share
capital as at 31 July 2024 are shown in note 24 to the consolidated
financial statements.
Powers of the Directors
The Directors may exercise all the powers of the Company
including, subject to obtaining the required authority from the
shareholders in general meeting, the power to authorise the issue
of new shares and the purchase of the Company’s shares. During
the financial year ended 31 July 2024, the Directors did not exercise
any of the powers to issue or purchase shares in the Company.
Restrictions on transfer and voting rights
There are no general restrictions on the transfer of ordinary shares
in the Company other than in relation to certain restrictions that are
imposed from time to time by laws and regulations (for example
insider trading laws). Pursuant to the Market Abuse Regulation,
Directors and certain officers and employees of the Group require
the approval of the Company to deal in the ordinary shares of
the Company.
Each ordinary share in the capital of the Company ranks equally
in all respects. No shareholder holds shares carrying special rights
relating to the control of the Company.
The Company has in place certain share incentive plans and details
can be found on pages 122 and 123. Awards under the Company’s
Long Term Incentive Plan and Deferred Share Bonus Plan are
normally made on an annual basis and details can be found in the
Directors’ Remuneration Report on pages 117 to 129. An invitation
under the Company’s all-employee Sharesave Scheme, a three
year scheme, was launched in November 2021 with a start date
of 1 March 2022.
The Company also has an Employee Benefit Trust (EBT) in which
to hold ordinary shares to satisfy awards under the share incentive
plans. As at the date of this report, there were 2,136,544 ordinary
shares held in the EBT. The trustee of the EBT has the power to
exercise the rights and powers incidental to, and to act in relation
to, the ordinary shares subject to the EBT in such manner as the
trustee in its absolute discretion thinks fit.
The trustee of the EBT has waived the right to receive dividends on
any ordinary shares held, except for a nominal amount of 1 pence,
other than for those ordinary shares held in the EBT which are the
beneficial property of an employee or shareholder. For further
details on the EBT please see note 24 to the consolidated financial
statements. The trustee does not vote ordinary shares held in the
EBT, except for those ordinary shares which are the beneficial
property of an employee or shareholder, which the trustee will
vote in accordance with the instructions received from the
beneficial owner.
Substantial shareholdings
The Company had been notified, in accordance with the DTRs, of
the following interests representing 3% or more of the voting rights
in the issued share capital of the Company:
% of total issued
share capital
Major shareholder
31 July
2024
Date of this
Report
Baillie Gifford & Co
5.74
4.99
Abrdn plc
5.19
Below
threshold
Aegon Limited
5.09
5.09
The Capital Group Companies, Inc.
5.08
5.08
JP Morgan Asset Management Holdings Inc.
5.07
Below
threshold
Black Rock, Inc
5.00
5.00
ODIN Forvaltning AS
4.43
4.43
Swedbank Robur Fonder AB
3.09
Below
threshold
Norges Bank
3.00
3.00
This information was correct at the date of notification. It should
be noted that these holdings may have changed since they were
notified to the Company. However, notification of any change is
not required until the next applicable threshold is crossed.
130 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Directors’ Report continued
Directors
The Directors of the Company during the year and at the date of
this Report, and their biographies, are set out on pages 94 and 95.
Their interests in the ordinary shares of the Company are shown in
the Directors’ Remuneration Report on page 125.
Appointment and removal of Directors
Directors may be appointed by ordinary resolution of the Company
or by the Board.
All Directors continuing in service will stand for election or
re-election on an annual basis, in line with the recommendations
of the 2018 Code.
In addition to any powers of removal conferred by the Companies
Act 2006, the Company may by special resolution remove any
Director before the expiration of his period of office.
Employees
Volution is committed to sustainable development (meeting the
needs of the present without compromising the ability of future
generations to meet their own needs) as well as encouraging
equality, diversity and inclusion amongst our workforce, and
eliminating unlawful discrimination.
Applications for employment by disabled persons are always
fully considered, bearing in mind the aptitudes of the applicant
concerned. In the event of a member of staff becoming disabled,
every effort is made to ensure that their employment with the
Group continues and that appropriate training is arranged. It is
the policy of the Group that the training, career development and
promotion of a disabled member of staff should, as far as possible,
be identical to that of other employees.
A Responsible Operations Policy covering diversity and inclusion
can be found on the Volution website.
Directors’ indemnities and insurance
The Articles of Association of the Company permit it to indemnify
the Directors of the Company against liabilities arising from or in
connection with the execution of their duties or powers to the
extent permitted by law.
The Company has directors’ and officers’ indemnity insurance
in place in respect of each of the Directors. The Company has
entered into a qualifying third party indemnity (the terms of which
are in accordance with the Companies Act 2006) with each of the
Directors, all of which were in place during the year and at the date
of the financial statements. Neither the indemnity nor insurance
provides cover in the event that a Director or officer is proved to
have acted fraudulently.
Transactions with related parties
Details of the transactions entered into by the Company with
parties who are related to it are set out in note 28 to the
consolidated financial statements.
Change of control
There is one significant agreement to which the Company is a party
that is affected by a change of control as follows:
• The Facilities Agreement described more fully in note 22
contains provisions to enter into negotiations with the lenders
to continue with the facilities set out in the agreement upon
notification that there will be a change of control. Further details
of the Group’s banking facilities are shown in note 22 to the
consolidated financial statements.
The provisions of the Company’s share incentive plans may cause
options and awards granted to employees under such plans to vest
on takeover.
The Company does not have agreements with any Director that
would provide compensation for loss of office or employment
resulting from a change of control.
Amendments to the Company’s Articles of Association
The Company may alter its Articles of Association by special
resolution passed at a general meeting of shareholders.
Political donations
The Group has not made in the past, nor does it intend to make
in the future, any political donations.
Post-balance sheet events
On 20 September 2024, the Group signed an agreement to acquire
100% of the holding company of the Fantech Australasia business
for an initial consideration of AUD$220 million (£112.9 million
1
) on
a debt/cash free basis, with further non-contingent consideration
of AUD$60 million (£30.8 million
1
) payable twelve months after
the completion date. Conditions to completion of the transaction
include anti-trust approvals.
1. Based on an AUD$:£ exchange rate of 1.948:1 being the closing rate as
at 19 September 2024.
Going concern
The Company’s statement on going concern can be found
on page 52.
Viability Statement
The Board assessed the prospects of the Group over a three-year
period and the Viability Statement is set out on page 51.
Annual General Meeting
The Annual General Meeting (AGM) of the Company will take place
at 12.00 noon on Wednesday 11 December 2024 at the offices of
Norton Rose Fulbright LLP, 3 More London Riverside, London SE1
2AQ, United Kingdom.
The Notice of Annual General Meeting and an explanation of the
items of non-routine business are set out in the explanatory circular
that accompanies this Annual Report and Accounts.
Auditor and disclosure of information to auditor
Each of the Directors in office at the date when this Annual Report
and Accounts was approved confirms that:
• so far as the Director is aware, there is no relevant audit
information of which the Company’s auditor is unaware; and
• the Director has taken all the steps that he/she ought to have
taken as a Director in order to make himself/herself aware of any
relevant audit information and to establish that the Company’s
auditor is aware of that information.
PwC has expressed its willingness to be re-appointed as auditor
of the Company. A resolution to re-appoint PwC as the Company’s
independent auditor will be proposed at the forthcoming Annual
General Meeting.
131 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Directors’ Report continued
Energy and greenhouse gas emissions reporting
The Board presents this report in order to meet the Company’s obligation under The Companies (Directors’ Report) and Limited Liability
Partnerships (Energy and Carbon Report) Regulations 2018 to disclose the Group’s worldwide emissions of the “greenhouse gases” (GHG)
attributable to human activity measured in tonnes of carbon dioxide equivalent. As stated in the sustainability section, Volution is
committed to reducing and minimising its impact on the environment. Examples of actions taken to increase energy efficiency are
given there. The carbon emissions data disclosed in this report covers the same period as the company’s financial year.
Energy use and GHG emissions data for the year ended 31 July 2024
2024
1
KWh
2024
2
CO
2
e tonnes
2023
KWh
2023
3,4
CO
2
e tonnes
Electricity, gas and other fuels 14,468,489 3,195 13,935,359 2,846
Petrol and diesel vehicle fuels 5,006,952 1,189 5,066,416 1,183
Refrigerants – 53 – –
Total
1,2
19,475,440 4,437 19,001,775 4,029
Notes
1. 68% of the total figure reported relates to energy use in the UK and 32% relates to regions outside the UK. We have only included energy use for which
we are directly responsible.
2. 68% of the total figure reported relates to energy use in the UK and 32% relates to regions outside the UK. We have only included energy use for which
we are directly responsible. We have not included emissions for activities over which we have no direct control.
3. 57% of the total figure reported for 2023 relates to emissions in the UK and 43% relates to regions outside the UK. We have only included emissions for
which we are directly responsible. We have not included emissions for activities over which we have no direct control.
4. 2023 emissions have been restated to use the appropriate country specific conversion factors for our overseas businesses.
Our energy and GHG emissions for 2024 were calculated using the methodology set out in the UK Government’s Environmental Reporting
Guidelines 2019. Activity data has been converted into GHG emissions using the UK Government’s most recent GHG Conversion Factors for
Company Reporting (2024) and using country specific conversion factors for our overseas businesses from reliable sources including the
Association of Issuing Bodies (AIB) and the Australian and New Zealand environment ministries. This is in line with standard industry practice
and allows fair comparison with other UK businesses.
Energy use and GHG emissions – Scope 1 and 2 – Group and UK
20241 2023
2,3
Group UK Group UK
Energy use – scope 1 (kwh) 9,366,373 5,849,122 9,674,659 5,158,314
Energy use – scope 2 (kwh) 10,109,068 6,483,928 9,327,115 6,158,627
Energy use – scope 1 and 2 (kwh) 19,475,440 12,333,050 19,001,775 11,316,941
GHG emissions – scope 1 (CO
2
e tonnes) 2,120 1,204 2,034 1,071
GHG emissions – scope 2 (CO
2
e tonnes) 2,317 1,342 1,996 1,275
GHG emissions – scope 1 and 2 (CO
2
e tonnes) 4,437 2,547 4,029 2,346
Intensity ratio: CO
2
e tonnes per £m revenue4 12.8 NA 12.3 NA
Biogenic CO
2
emissions – outside of scope5 67 41 – –
Notes
1. 2023 emissions have been restated to align with the 2024 methodology, which includes electric vehicles in scope 2 emissions, which had previously
been included in scope 1 emissions.
2. 2023 emissions have been restated to use the appropriate country specific conversion factors for our overseas businesses.
We are obligated to report GHG emissions and energy
consumption in accordance with The Companies (Directors’
Report) and Limited Liability Partnerships (Energy and Carbon
Report) Regulations 2018. To calculate our emissions, our
methodology follows the GHG Protocol Corporate Accounting
Standard, using an operational control approach. For both energy
and emissions data, we have included all subsidiaries within the
Group measure, and have included all UK-based subsidiary
operations within our consolidated UK measure.
Other information that is relevant to the reporting of GHG
emissions, including detailed descriptions of methodology and
energy efficiency actions, and which is incorporated by reference
into this report, can be located on pages 80 to 87 and 190 to 197.
By order of the Board
Fiona Smith
Company Secretary
9 October 2024
Volution Group plc
Registered office: Fleming Way, Crawley, West Sussex RH10 9YX
Company number: 09041571
132 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Directors’ Responsibility Statement
The Directors are responsible for preparing the Annual Report
and the financial statements in accordance with applicable law
and regulation.
Company law requires the Directors to prepare financial statements
for each financial year. Under that law the Directors have prepared
the group and the parent company financial statements in
accordance with UK-adopted international accounting standards.
Under company law, Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the group and parent company and
of the profit or loss of the group for that period. In preparing the
financial statements, the Directors are required to:
• select suitable accounting policies and then apply them
consistently;
• state whether applicable UK-adopted international accounting
standards have been followed, subject to any material
departures disclosed and explained in the financial statements;
• make judgements and accounting estimates that are reasonable
and prudent; and
• prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the group and parent
company will continue in business.
The Directors are responsible for safeguarding the assets of the
group and parent company and hence for taking reasonable steps
for the prevention and detection of fraud and other irregularities.
The Directors are also responsible for keeping adequate
accounting records that are sufficient to show and explain the
group’s and parent company’s transactions and disclose with
reasonable accuracy at any time the financial position of the group
and parent company and enable them to ensure that the financial
statements and the Directors’ Remuneration Report comply with
the Companies Act 2006.
The Directors are responsible for the maintenance and integrity of
the parent company’s website. Legislation in the United Kingdom
governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
Directors’ confirmations
The Directors consider that the Annual Report and accounts, taken
as a whole, is fair, balanced and understandable and provides the
information necessary for shareholders to assess the group’s and
parent company’s position and performance, business model
and strategy.
Each of the directors, whose names and functions are listed in the
Governance Report on pages 94 and 95, confirm that, to the best
of their knowledge:
• the group and parent company financial statements, which have
been prepared in accordance with UK-adopted international
accounting standards, give a true and fair view of the assets,
liabilities and financial position of the group and parent company,
and of the profit of the group; and
• the Strategic Report includes a fair review of the development
and performance of the business and the position of the group
and parent company, together with a description of the principal
risks and uncertainties that it faces.
In the case of each Director in office at the date the Directors’ Report
is approved:
• so far as the Director is aware, there is no relevant audit
information of which the group’s and parent company’s auditors
are unaware; and
• they have taken all the steps that they ought to have taken as a
Director in order to make themselves aware of any relevant audit
information and to establish that the group’s and parent
company’s auditors are aware of that information.
On behalf of the Board
Ronnie George Andy O’Brien
Chief Executive Officer Chief Financial Officer
9 October 2024 9 October 2024
133 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Report on the audit of the financial statements
Opinion
In our opinion, Volution Group plc’s Group financial statements and parent company financial
statements (the “financial statements”):
• give a true and fair view of the state of the Group’s and of the parent company’s affairs as at 31 July 2024
and of the Group’s profit and the Group’s and parent company’s cash flows for the year then ended;
• have been properly prepared in accordance with UK-adopted international accounting standards
as applied in accordance with the provisions of the Companies Act 2006; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual Report, which comprise:
the Consolidated and Parent Company Statements of Financial Position as at 31 July 2024; the
Consolidated Statement of Comprehensive Income, the Consolidated and the Parent Company
Statements of Changes in Equity and the Consolidated and the Parent Company Statements of
Cash Flows for the year then ended; and the notes to the financial statements, comprising material
accounting policy information and other explanatory information.
Our opinion is consistent with our reporting to the Audit Committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”)
and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’
responsibilities for the audit of the financial statements section of our report. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the Group in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard,
as applicable to listed public interest entities, and we have fulfilled our other ethical responsibilities
in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s
Ethical Standard were not provided.
Other than those disclosed in Note 8 of the Group financial statements, we have provided no non-
audit services to the parent company or its controlled undertakings in the period under audit.
Our audit approach
Context
Volution Group plc is a listed supplier of ventilation products in the residential and commercial sectors,
in both public and private new build and refurbishment applications. Their primary markets are the UK,
Continental Europe and Australasia. The Group’s financial statements are primarily an aggregation of
60 components (including the parent company and consolidation adjustments which are treated as
separate components).
Overview
Audit scope
• Our Group audit included full scope audits of seven components, including the parent company,
as well as consolidation adjustments. Taken together, the above procedures included operations
covering 71% of revenue, 82% of adjusted profit before tax and 80% of net assets.
• We also performed audit procedures over specified balances and transactions across a further five
of the Group’s components and a desktop review over all material movements from the prior year
within all other insignificant components.
Key audit matters
• Accounting for business combinations including contingent consideration (Group).
• Valuation of investments in Group undertakings (parent).
Materiality
• Overall Group materiality: approximately £3.5 million based on 5% of adjusted profit before tax.
• Overall parent company materiality: approximately £2.5 million based on 1% of net assets.
• Performance materiality: approximately £2.6 million (Group) and £1.5 million (parent company).
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the financial statements.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most
significance in the audit of the financial statements of the current period and include the most
significant assessed risks of material misstatement (whether or not due to fraud) identified by the
auditors, including those which had the greatest effect on: the overall audit strategy; the allocation
of resources in the audit; and directing the efforts of the engagement team. These matters, and any
comments we make on the results of our procedures thereon, were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.
Independent auditors’ report to the members of Volution Group Plc
134 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

This is not a complete list of all risks identified by our audit.
Key audit matter How our audit addressed the key audit matter
Accounting for business combinations includingcontingent consideration (Group)
Accounting for business combinations, including the associated contingent consideration, is an area
of management judgement and the estimates and assumptions involved can be subject to high levels
of subjectivity and uncertainty. The inputs to the models used to determine the value of acquisition
related intangibles recognised are subject to management estimate and small errors could result in
material misstatements. Contingent consideration is judgemental since it is dependent on the future
performance of the acquired businesses and is inherently subject to uncertainty and the ability of
management to accurately forecast.
In the year, the Group acquired the trade and assets of Proven Systems Limited (“DVS”) for total
consideration of £8.5m, with a further potential contingent cash consideration of up to NZ$9 million.
As a result of the acquisition the Group recognised Goodwill of £5.0m and acquisition related
intangible assets of £4.0m (note 15).
During the year, management has revisited the preliminary accounting for the acquisition of
i-Vent made in the year to 31 July 2023. £4.1m has been accounted for as a measurement period
adjustment, with £1.5m being taken through the income statement. At the year end, management
have revalued the consideration payable on this acquisition, alongside the other acquisitions of
ClimaRad and ERI (“the existing acquisitions”). As a result, a total net charge of £5.6m to the income
statement has been recognised (notes 15 and 21).
As such it was this area where we applied the most audit effort in respect of the Group and hence
why it was identified as a key audit matter.
With respect to the acquisition of DVS:
• We reviewed management’s accounting papers which included the key assumptions and
judgements used in the accounting for the business combination;
• Using our valuation specialists, we evaluated the appropriateness of the methodology used and
challenged management on the key assumptions and inputs to the models, testing supporting
evidence where applicable;
• We tested the consideration (initial and contingent) by agreeing details to signed sale and purchase
agreement, validating cash payments to bank statements and testing key assumptions used in
determining the level of contingent consideration to be paid in future periods. We evaluated the
appropriateness of trading and cash flow forecasts used in management’s valuation models and
agreed these to board approved budgets; and
• We considered whether there were any non-standard contractual terms that should be identified
and disclosed.
With respect to the existing acquisitions:
• We have reviewed management’s accounting papers which included the key assumptions and
judgements used in the revaluation of contingent consideration and the accounting for measurement
period adjustments and considered the appropriateness of this accounting treatment;
• We recalculated the contingent consideration with reference to the original signed sale and
purchase agreements and using latest forecasts which have been agreed to board approved
budgets, and assessed these for reasonableness;
• We performed an assessment of managements historical forecasting accuracy; and
• We performed sensitivity analysis on key assumptions and obtained supporting evidence to support
key judgments made by management.
We concluded that the accounting for business combinations is acceptable and that management’s
estimates in respect of business combinations and contingent consideration fall within an acceptable range.
Valuation of investments in Group undertakings (parent)
The carrying value of Investments in the parent company accounts is £199.3 million (note 5 to the
parent company financial statements).
The key judgement is whether the carrying value of the investments are supported by the net asset
position and/ or forecast future cash flows of the underlying Group undertakings.
As such it was this area where we applied the most audit effort in respect of the audit of the parent
company and hence why it was identified as a key audit matter.
Audit procedures included, but were not limited to, the following:
• We assessed the net assets of the underlying investments to determine whether they were in excess
of the carrying value of the parent company’s investment in Group undertakings;
• We verified that the forecast future cash flows supported the carrying value of the parent company’s
investment in Group undertakings; and
• We confirmed that the market capitalisation of the Group as at 31 July 2024 exceeded the carrying
value of the investment in Group undertakings and that no impairment was required.
We have no issues to report in respect of this work.
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135 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an
opinion on the financial statements as a whole, taking into account the structure of the Group and the
parent company, the accounting processes and controls, and the industry in which they operate.
The Group’s consolidated financial statements are primarily an aggregation of 60 components (including
the parent company and consolidation adjustments which we have treated as separate components). For
the purposes of the Group audit, we determined the nature of the work to be performed in connection with
the financial information of each component, based on our assessment of audit risk and evaluation and
allocation of our materiality. This enabled us to form an opinion on the consolidated financial statements.
In assessing the risk of material misstatement to the Group financial statements, and to ensure we had
adequate coverage of material balances in the financial statements, we considered the size, risk profile,
organisation structure and control environment of the Group, changes in the business environment and
other factors such as recent internal audit reports. We performed full scope audits of seven components,
including the parent company, as well as consolidation adjustments. These were selected based on their
size and risk characteristics and covered entities across Australia, Germany, the Netherlands, New
Zealand, Sweden and the UK, which represent the principal trading components within the Group.
We also performed specified audit procedures on a further five material account balances. We also
performed desktop reviews for any material movements from prior year to respond to any potential
risks of material misstatement to the Group financial statements.
Overall, our work including the specified audit procedures covered 76% of revenue, 82% of adjusted
profit before tax and 80% of net assets.
In establishing the overall approach to the Group audit, we determined the type of work that needed
to be performed by us, as the Group engagement team, or by component auditors operating under
our instructions. Where the work was performed by component auditors, we determined the level of
involvement we needed to have in the audit work at those components to be able to conclude whether
sufficient appropriate audit evidence had been obtained as a basis for our opinion on the Group financial
statements as a whole. In addition to instructing and reviewing the reporting from our component audit
teams, we conducted file reviews for material components and participated in key meetings with
component audit teams and had regular dialogue with component teams throughout the year. We also
conducted site visits to all full scope components in the year to meet with component audit teams and
local management teams.
The impact of climate risk on our audit
As part of our audit we made enquiries of management to understand the process management
adopted to assess the extent of the potential impact of climate risk on the Group’s financial statements
and support the disclosures made within the “Planet” section of the Annual Report, which includes the
Task Force on Climate-related Financial Disclosures.
The Group has determined that whilst it considers climate change to be a net opportunity for the
Group, the most significant future risks from climate change will be from changing weather patterns
that may directly damage production facilities or disrupt supply chains; investors and lenders not
allocating sufficient capital to the Group and governments implementing taxes or charges which
penalise the Group; and also increasing the input cost of energy, freight and materials. In addition
to enquiries with management, we also:
• Read and understood the governance processes in place to assess climate risk;
• Read additional reporting made by the entity on climate including its Carbon Disclosure Project
public submission; and
• Challenged and evaluated the completeness of management’s climate risk assessment by;
/ Evaluating the consistency of the disclosures in relation to climate change (including the
disclosures in the Task Force on Climate-related Financial Disclosures (TCFD) section) and ESG
Data Section within the Annual Report with the financial statements and our knowledge obtained
from our audit;
/ Challenging the consistency of management’s climate impact assessment with internal climate
plans and board minutes, including whether the time horizons management have used take
account of all relevant aspects of climate change such as transition risks; and
/ Reading the entity’s website and communications for details of climate related commitments,
impacts and any related inconsistencies.
Our procedures did not identify any material impact in the context of our audit of the financial
statements as a whole, or our key audit matters as of, and for the year ended 31 July 2024.
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136 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative
thresholds for materiality. These, together with qualitative considerations, helped us to determine the
scope of our audit and the nature, timing and extent of our audit procedures on the individual financial
statement line items and disclosures and in evaluating the effect of misstatements, both individually
and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as
a whole as follows:
Financial statements – Group Financial statements – parent company
Overall
materiality
approximately £3.5 million approximately £2.5 million
How we
determined it
5% of adjusted profit before tax 1% of Net Assets
Rationale for
benchmark
applied
Profit before tax is a generally accepted
auditing benchmark for listed engagements as
this is typically a measure of performance used
to incentivise management and we believe is
the primary measure used by the other key
stakeholders in assessing the performance of
the Group. Management uses adjusted profit
before tax (adjusted for amortisation on
acquired intangibles and the fair value
movement on financial liabilities) as their
primary KPI as this is a significant component
of adjusted EPS, and these elements do not
represent underlying performance.
We believe that net assets is the primary
measure used by the shareholders in
assessing the performance of the holding
entity, and is a generally accepted
auditing benchmark.
For each component in the scope of our Group audit, we allocated a materiality that is less than our
overall Group materiality. The range of materiality allocated across components was between
£0.7 million and £2.0 million. Certain components were audited to a local statutory audit materiality
that was also less than our overall Group materiality.
We use performance materiality to reduce to an appropriately low level the probability that the
aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use
performance materiality in determining the scope of our audit and the nature and extent of our testing of
account balances, classes of transactions and disclosures, for example in determining sample sizes. Our
performance materiality was 75% of overall materiality, amounting to approximately £2.6 million for the
Group financial statements and £1.5 million for the parent company financial statements.
In determining the performance materiality, we considered a number of factors – the history of
misstatements, risk assessment and aggregation risk and the effectiveness of controls – and
concluded that an amount at the upper end of our normal range was appropriate.
We agreed with the Audit Committee that we would report to them misstatements identified
during our audit above £175,000 (Group audit) and £100,000 (parent company audit) as well as
misstatements below those amounts that, in our view, warranted reporting for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the Group’s and the parent company’s ability
to continue to adopt the going concern basis of accounting included:
• We tested the mathematical accuracy of the model and the integrity of the underlying data used
by management in developing their going concern assessment and agreed their forecast to the
approved budgets by the Board. We agreed that the model demonstrated sufficient liquidity and
headroom during the going concern forecast period;
• We challenged management on the key assumptions used in the model, including agreeing to
supporting evidence where appropriate, and assessing whether the sensitivities modelled in the
“severe but plausible” scenario were sufficiently severe to model potential future economic
downturn and had sufficient liquidity and covenant compliance headroom during the going
concern forecast period;
• We considered the historical accuracy of management forecasting by comparing budgeted results
to actual performance for the last two financial years;
• We reviewed the covenants applicable to the Group’s borrowings facility and checked that the
forecasts including the corresponding downsides supported ongoing compliance with the
covenants in the going concern assessment period;
• We reviewed the latest banking documents, which formed part of the refinancing arrangement
undertaken by the Group in September 2024, to confirm the terms of the covenants and assessed
whether there would be any covenant breaches within the going concern period; and
• We reviewed the disclosures relating to going concern made by management in the financial
statements, with these considered to be consistent with the assessment prepared by management
and the procedures we performed..
Based on the work we have performed, we have not identified any material uncertainties relating to
events or conditions that, individually or collectively, may cast significant doubt on the Group’s and the
parent company’s ability to continue as a going concern for a period of at least twelve months from
when the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the directors’ use of the going concern
basis of accounting in the preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a
guarantee as to the Group’s and the parent company’s ability to continue as a going concern.
In relation to the directors’ reporting on how they have applied the UK Corporate Governance Code,
we have nothing material to add or draw attention to in relation to the directors’ statement in the
financial statements about whether the directors considered it appropriate to adopt the going
concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are
described in the relevant sections of this report.
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137 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial
statements and our auditors’ report thereon. The directors are responsible for the other information.
Our opinion on the financial statements does not cover the other information and, accordingly, we do
not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form
of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the audit, or otherwise appears to be
materially misstated. If we identify an apparent material inconsistency or material misstatement,
we are required to perform procedures to conclude whether there is a material misstatement of the
financial statements or a material misstatement of the other information. If, based on the work we
have performed, we conclude that there is a material misstatement of this other information, we
are required to report that fact. We have nothing to report based on these responsibilities.
With respect to the Strategic Report and Directors’ Report, we also considered whether the disclosures
required by the UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also
to report certain opinions and matters as described below.
Strategic report and Directors’ Report
In our opinion, based on the work undertaken in the course of the audit, the information given in the
Strategic Report and Directors’ Report for the year ended 31 July 2024 is consistent with the financial
statements and has been prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the Group and parent company and their environment
obtained in the course of the audit, we did not identify any material misstatements in the Strategic
Report and Directors’ Report.
Director’s Remuneration
In our opinion, the part of the Remuneration Committee Report to be audited has been properly
prepared in accordance with the Companies Act 2006.
Corporate governance statement
The Listing Rules require us to review the directors’ statements in relation to going concern, longer-
term viability and that part of the corporate governance statement relating to the parent company’s
compliance with the provisions of the UK Corporate Governance Code specified for our review. Our
additional responsibilities with respect to the corporate governance statement as other information
are described in the Reporting on other information section of this report.
Based on the work undertaken as part of our audit, we have concluded that each of the following
elements of the corporate governance statement is materially consistent with the financial statements
and our knowledge obtained during the audit, and we have nothing material to add or draw attention
to in relation to:
• The directors’ confirmation that they have carried out a robust assessment of the emerging and
principal risks;
• The disclosures in the Annual Report that describe those principal risks, what procedures are in
place to identify emerging risks and an explanation of how these are being managed or mitigated;
• The directors’ statement in the financial statements about whether they considered it appropriate
to adopt the going concern basis of accounting in preparing them, and their identification of any
material uncertainties to the Group’s and parent company’s ability to continue to do so over a period
of at least twelve months from the date of approval of the financial statements;
• The directors’ explanation as to their assessment of the Group’s and parent company’s prospects,
the period this assessment covers and why the period is appropriate; and
• The directors’ statement as to whether they have a reasonable expectation that the parent company will
be able to continue in operation and meet its liabilities as they fall due over the period of its assessment,
including any related disclosures drawing attention to any necessary qualifications or assumptions.
Our review of the directors’ statement regarding the longer-term viability of the Group and parent
company was substantially less in scope than an audit and only consisted of making inquiries and
considering the directors’ process supporting their statement; checking that the statement is in
alignment with the relevant provisions of the UK Corporate Governance Code; and considering whether
the statement is consistent with the financial statements and our knowledge and understanding of the
Group and parent company and their environment obtained in the course of the audit.
In addition, based on the work undertaken as part of our audit, we have concluded that each of the
following elements of the corporate governance statement is materially consistent with the financial
statements and our knowledge obtained during the audit:
• The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and
understandable, and provides the information necessary for the members to assess the Group’s and
parent company’s position, performance, business model and strategy;
• The section of the Annual Report that describes the review of effectiveness of risk management and
internal control systems; and
• The section of the Annual Report describing the work of the Audit Committee.
We have nothing to report in respect of our responsibility to report when the directors’ statement
relating to the parent company’s compliance with the Code does not properly disclose a departure
from a relevant provision of the Code specified under the Listing Rules for review by the auditors.
Independent auditors’ report to the members of Volution Group Plc continued
138 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of Directors’ responsibilities in respect of the financial
statements, the directors are responsible for the preparation of the financial statements in accordance
with the applicable framework and for being satisfied that they give a true and fair view. The directors
are also responsible for such internal control as they determine is necessary to enable the preparation
of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s and the
parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless the directors either intend to
liquidate the Group or the parent company or to cease operations, or have no realistic alternative but
to do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect
of irregularities, including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud, is detailed below.
Based on our understanding of the Group and industry, we identified that the principal risks of
non-compliance with laws and regulations related to employment laws, health and safety regulations,
data protection regulations, and we considered the extent to which non-compliance might have a
material effect on the financial statements. We also considered those laws and regulations that have
a direct impact on the financial statements such as tax regulations, London Stock Exchange Listing
Rules and the Companies Act 2006. We evaluated management’s incentives and opportunities for
fraudulent manipulation of the financial statements (including the risk of override of controls), and
determined that the principal risks were related to inappropriate manipulation of reported results
through posting of fraudulent journals and management bias in accounting estimates. The Group
engagement team shared this risk assessment with the component auditors so that they could include
appropriate audit procedures in response to such risks in their work. Audit procedures performed by
the Group engagement team and/or component auditors included:
• Enquiry with management, internal audit and audit committee regarding any litigations or claims
from non-compliance with laws and regulation and whether there were any known or suspected
instances of fraud;
• Review of internal audit reports and board meeting minutes for any instances of known or suspected
non-compliance with laws and regulation and fraud;
• Reviewing financial statement disclosures against specific legal requirements and relevant legislation;
• Review of any employment disputes or litigation to ensure there were no broader non-compliance
issues with employment laws and regulations;
• Challenging the assumptions and judgements made by management in determining their
significant accounting estimates; and
• Identifying and testing journal entries, in particular any journal entries posted with unusual account
combinations, including significant transactions outside the normal course of business, and
evaluating their business rationale.
Independent auditors’ report to the members of Volution Group Plc continued
139 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

There are inherent limitations in the audit procedures described above. We are less likely to become
aware of instances of non-compliance with laws and regulations that are not closely related to events
and transactions reflected in the financial statements. Also, the risk of not detecting a material
misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud
may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or
through collusion.
Our audit testing might include testing complete populations of certain transactions and balances,
possibly using data auditing techniques. However, it typically involves selecting a limited number of
items for testing, rather than testing complete populations. We will often seek to target particular items
for testing based on their size or risk characteristics. In other cases, we will use audit sampling to
enable us to draw a conclusion about the population from which the sample is selected.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s
website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the parent company’s members
as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose.
We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any
other person to whom this report is shown or into whose hands it may come save where expressly
agreed by our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• we have not obtained all the information and explanations we require for our audit; or
• adequate accounting records have not been kept by the parent company, or returns adequate
for our audit have not been received from branches not visited by us; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• the parent company financial statements and the part of the Remuneration Committee Report
to be audited are not in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Appointment
Following the recommendation of the Audit Committee, we were appointed by the members on
13 December 2023 to audit the financial statements for the year ended 31 July 2024 and subsequent
financial periods. This is therefore our first year of uninterrupted engagement.
Other matter
The company is required by the Financial Conduct Authority Disclosure Guidance and Transparency
Rules to include these financial statements in an annual financial report prepared under the structured
digital format required by DTR 4.1.15R – 4.1.18R and filed on the National Storage Mechanism of the
Financial Conduct Authority. This auditors’ report provides no assurance over whether the structured
digital format annual financial report has been prepared in accordance with those requirements.
Simon Bailey (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
9 October 2024
Independent auditors’ report to the members of Volution Group Plc continued
140 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Revenue from contracts with customers
3
3 4 7,6 1 1
328 , 008
Cost of sales
(169 ,344)
(169 , 149)
Gross profit
178, 267
15 8,8 59
Administrative and distribution expenses
(109 ,545)
(100 , 095)
Operating profit before separately disclosed items
7
6 8 ,7 2 2
5 8 ,7 6 4
Costs of business combinations
(206)
(1, 032)
Contingent consideration
21
1,8 45
(640)
Operating profit
70, 3 6 1
5 7, 0 9 2
Finance income
5
283
65
Finance costs
5
(6, 605)
(6,513)
Re-measurement of financial liabilities
21
(870)
54
Re-measurement of future consideration
21
(6,599)
(1 ,87 9)
Profit before tax
56, 570
48,8 19
Income tax
9
(13, 773)
(1 1 ,4 3 7)
Profit after tax
4 2 ,7 9 7
37, 3 8 2
Owners of the parent
4 2 ,7 9 7
37,373
Non-controlling interest
–
9
4 2 ,7 9 7
37, 3 8 2
Exchange differences arising on translation of foreign operations
(6, 151)
(3, 015)
Gain/(loss) on currency loans relating to the net investment in foreign operations
1,1 24
(1,3 09)
Other comprehensive loss for the year
(5 ,0 2 7)
(4 ,32 4)
Total comprehensive income for the year, net of tax
3 7,7 7 0
33, 058
Owners of the parent
3 7,7 7 0
33,049
Non-controlling interest
–
9
3 7,7 7 0
33, 058
Basic earnings per share
10
2 1 .6p
1 9. 0p
Diluted earnings per share
10
21.4p
18 .7p
Consolidated Statement of Comprehensive Income
For the year ended 31 July 2024
141 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Property, plant and equipment
11
3 0 ,1 9 3
29 , 448
Right-of-use assets
20
24, 894
29 ,902
Intangible assets – goodwill1
12
1 7 1,3 40
168,98 8
Intangible assets – others
14
76, 902
83,863
Total non-current assets
303,329
312,201
Inventories
16
5 3 ,1 1 2
58,980
Trade and other receivables
17
55 ,239
52,336
Income tax assets
392
–
Cash and short-term deposits
18
18,2 43
2 1 , 24 4
Total current assets
12 6,9 8 6
132,560
Total assets
430 ,315
444,761
Trade and other payables
19
(46 , 653)
(47 ,108)
Refund liabilities
3
(1 0, 8 4 7)
(9 ,817)
Income tax liabilities
(3, 940)
(4,662)
Other financial liabilities1
21
(22,068)
(2,901)
Interest-bearing loans and borrowings
22
(14,363)
(3, 754)
Provisions
23
(1,450)
(1, 791)
Total current liabilities
(99 ,321)
(7 0,0 3 3)
Interest-bearing loans and borrowings
22
(71, 630)
(116, 704)
Other financial liabilities1
21
–
(1 8 ,1 4 1)
Provisions
23
(819)
(301)
Deferred tax liabilities
25
(12, 622)
(13,33 7)
Total non-current liabilities
(8 5 ,07 1)
(148, 483)
Total liabilities
(184, 392)
(2 18,516)
Net assets
245 ,923
226,2 45
Share capital
24
2, 000
2, 000
Share premium
24
11,527
11,527
Treasury shares
(2,250)
(2,390)
Capital reserve
93,8 55
93 ,85 5
Share-based payment reserve
5, 4 2 7
5,584
Foreign currency translation reserve
(6, 252)
(1,225)
Retained earnings
1 4 1 ,6 1 6
116,894
Total shareholders’ funds
245 ,923
226,2 45
1 An adjustment has been made during the measurement period relating to the acquisition of I-Vent to increase
the fair value of contingent consideration by €4,800,000 (£4,115,000) with an equivalent increase in goodwill.
See note 15 for further details.
The consolidated financial statements of Volution Group plc (registered number: 09041571) on pages
141 to 181 were approved by the Board of Directors and authorised for issue on 9 October 2024.
On behalf of the Board
Ronnie George Andy O’Brien
Chief Executive Officer Chief Financial Officer
9 October 2024 9 October 2024
Consolidated Statement of Financial Position
At 31 July 2024
142 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

At 1 August 2022
2,000
11,527
(3 ,5 7 4)
9 3,8 55
5,0 5 8
3,0 9 9
9 6, 247
208,212
96
208,308
Profit for the year
–
–
–
–
–
–
37,373
37,373
9
37, 3 8 2
Other comprehensive loss
–
–
–
–
–
(4 ,32 4)
–
(4,32 4)
–
(4, 324)
Total comprehensive income
–
–
–
–
–
(4 ,32 4)
37,373
3 3,049
9
33,058
Purchase of own shares
–
–
(1,83 4)
–
–
–
–
(1, 834)
–
(1,83 4)
Exercise of share options
–
–
3 ,0 1 8
–
(1,379)
–
(1, 639)
–
–
–
Share-based payment including tax
–
–
–
–
1, 905
–
–
1, 905
–
1, 905
Dividends paid (note 26)
–
–
–
–
–
–
(14 ,823)
(14 ,823)
–
(1 4,823)
Acquisition of non-controlling interest
–
–
–
–
–
–
(264)
(264)
(105)
(369)
At 31 July 2023
2, 000
11,527
(2,390)
9 3,8 55
5,584
(1,225)
116,894
226,2 45
–
226,2 45
Profit for the year
–
–
–
–
–
–
4 2 ,7 9 7
4 2 ,7 9 7
–
4 2 ,7 9 7
Other comprehensive loss
–
–
–
–
–
(5 ,0 2 7)
–
(5 ,0 2 7)
–
(5 ,0 2 7)
Total comprehensive income
–
–
–
–
–
(5 ,0 2 7)
4 2 ,7 9 7
3 7,7 7 0
–
37, 7 7 0
Purchase of own shares
–
–
(2, 732)
–
–
–
–
(2, 732)
–
(2, 732)
Exercise of share options
–
–
2 ,87 2
–
(1,214)
–
(1 ,6 5 8)
–
–
–
Share-based payment including tax
–
–
–
–
1 ,0 5 7
–
–
1,0 57
–
1,0 57
Dividends paid (note 26)
–
–
–
–
–
–
(16, 417)
(16, 417)
–
(16, 417)
At 31 July 2024
2, 000
11,527
(2,250)
9 3,85 5
5,4 2 7
(6,252)
1 4 1 ,6 1 6
245 ,923
–
245 ,923
Consolidated Statement of Changes in Equity
For the year ended 31 July 2024
143 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Profit for the year after tax
4 2 ,7 9 7
3 7, 3 8 2
Income tax
1 3 ,7 7 3
11 ,4 3 7
and intangible assets – other
(184)
(17)
Costs of business combinations
206
1, 032
Cash flows relating to business combination costs
(206)
(1, 032)
Contingent consideration
21
(1, 845)
640
Re-measurement of financial liabilities
21
870
(54)
Re-measurement of contingent consideration
21
6, 599
1, 87 9
Finance revenue
5
(283)
(65)
Finance costs
5
6,6 0 5
6 ,513
Share-based payment expense
1,2 00
1,3 57
Depreciation of property, plant and equipment
11
4 ,41 3
4, 102
Depreciation of right-of-use assets
20
4 ,7 3 8
3,89 5
Amortisation of intangible assets
14
11, 129
12,57 4
(Increase)/decrease in trade receivables and other assets
(2 ,7 7 6)
6 ,925
Decrease in inventories
5,976
310
Decrease in trade and other payables
(67 0)
(4,505)
Movement in provisions
204
89
Cash generated by operations
92,546
82, 462
UK income tax paid
(7 , 019)
(4,1 7 1)
Overseas income tax paid
(9 ,817)
(9 ,819)
Net cash flow generated from operating activities
75 , 710
68,472
Payments to acquire intangible assets
14
(1,9 1 8)
(3,049)
Purchase of property, plant and equipment
11
(5, 464)
(4,9 14)
and intangible assets – other
445
175
Business combination of subsidiaries, net of cash acquired
15
(8,498)
(2 9,6 9 6)
of I-Vent
15
(2,566)
–
ERI deferred consideration
15
(1 , 8 74)
–
Interest received
283
65
Net cash flow used in investing activities
(19 ,592)
(37 ,41 9)
Repayment of interest-bearing loans and borrowings
(5 6 ,7 3 4)
(62, 240)
Repayment of VMI debt acquired
(2 37)
(92)
Proceeds from new borrowings
28,283
6 5,9 5 0
Issue costs of new borrowings
–
(300)
Interest paid
(5,3 2 1)
(3 , 74 8)
Payment of principal portion of lease liabilities
(5 ,6 7 2)
(4, 482)
Dividends paid to equity holders of the parent
(16, 417)
(14, 823)
Purchase of own shares
(2, 732)
(1, 834)
Net cash flow used in financing activities
(58,8 30)
(21,569)
Net (decrease)/increase in cash and cash equivalents
(2, 712)
9,4 8 4
Cash and cash equivalents at the start of the year
21 ,24 4
13,543
Effect of exchange rates on cash and cash equivalents
(289)
(1,783)
Cash and cash equivalents at the end of the year
18
18,2 43
2 1 , 24 4
Volution Group plc (the Company) is a public limited company and is incorporated and domiciled in
the UK (registered number: 09041571). The share capital of the Company is listed on the London Stock
Exchange. The address of its registered office is Fleming Way, Crawley, West Sussex RH10 9YX.
Consolidated Statement of Cash Flows
For the year ended 31 July 2024
144 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Notes to the Consolidated Financial Statements
For the year ended 31 July 2024
1. Accounting policies
Basis of preparation
The Group’s consolidated financial statements have been prepared in accordance with UK-adopted
international accounting standards (UK-adopted IAS). The consolidated financial statements have been
prepared under the historical cost convention, except for business combinations, other financial
liabilities, share based payments, and derivative financial instruments as referred to in the respective
accounting policies below.
The preparation of the consolidated financial information in conformity with UK-adopted IAS requires
the use of certain critical accounting estimates and requires management to exercise judgement in
the process of applying the Group’s accounting policies. Accounting policies, including critical
accounting judgements and estimates used in the preparation of the financial statements, are
described in the specific note to which they relate.
The consolidated financial statements are presented in GBP and all values are rounded to the nearest
thousand (£000), except as otherwise indicated.
The Group has adjusted prior period balances for contingent consideration liability and goodwill due
to the fair value of the contingent consideration liability and goodwill recognised on acquisition of
I-Vent in 2023 being determined only provisionally. During the 12-month re-measurement period since
acquisition a re-measurement period adjustment was identified, and adjustments to the contingent
consideration liability and goodwill have been recognised by revising comparative information for
the prior period presented in the statement of financial position as if the accounting for the business
combination had been finalised at the acquisition date. Contingent consideration liabilities in the prior
period have been increased by €4,800,000 (£4,115,000) and goodwill on acquisition of I-Vent has
been increased by €4,800,000 (£4,115,000). The adjustments are shown in the condensed
consolidated statement of financial position, note 12, note 15 and note 21.
Basis of consolidation
The consolidated financial statements comprise the financial statements of the Company and its
subsidiaries as at 31 July 2024. Control is achieved when the Group is exposed, or has rights, to variable
returns from its involvement with the investee and has the ability to affect those returns through its
power over the investee.
Specifically, the Group controls an investee if, and only if, the Group has:
• power over the investee (i.e., existing rights that give it the current ability to direct the relevant
activities of the investee);
• exposure, or rights, to variable returns from its involvement with the investee; and
• the ability to use its power over the investee to affect its returns.
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there
are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when
the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary.
Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included
in the consolidated financial statements from the date the Group gains control until the date the Group
ceases to control the subsidiary. The financial statements of subsidiaries are prepared for the same
reporting periods using consistent accounting policies. All intercompany transactions and balances,
including unrealised profits arising from intra-group transactions, have been eliminated on consolidation.
Going concern
The financial position of the Group, its cash flows and liquidity position are set out in the financial
statements. Furthermore, note 27 on pages 175 to 178 to the consolidated financial statements includes
the Group’s objectives and policies for managing its capital, its financial risk management objectives,
details of its financial instruments and its exposure to credit and liquidity risk.
The financial statements have been prepared on a going concern basis. In adopting the going concern
basis, the Directors have considered all of the above factors, including potential scenarios arising from
the political and macroeconomic uncertainty that has arisen post-Covid and since the invasion of
Ukraine early in 2022, including the actions of central banks in raising interest rates to curb inflation
and the impact that this may have on housing and construction, and from its other principal risks set
out on pages 53 to 58. Under a severe but plausible downside scenario, the Group remains within its
debt facilities and the attached financial covenants under the 18-month from the balance sheet date
period of assessment, and the Directors therefore believe, at the time of approving the financial
statements, that the Company is well placed to manage its business risks successfully and remains a
going concern. The key facts and assumptions in reaching this determination are summarised below.
Our financial position remains robust with the new debt facilities of £230 million, and an accordion of
a further £70 million, maturing in September 2027. The financial covenants on these facilities are for
leverage (net debt/adjusted EBITDA) of not more than 3x and for adjusted interest cover of not less
than 4x.
Our base case scenario has been prepared using robust forecasts from each of our operating
companies, with each considering the risks and opportunities the businesses face.
We have then applied a severe but plausible downside scenario in order to model the potential
concurrent impact of:
• a general economic slowdown reducing revenue by 15% compared with plan: and
• supply chain difficulties or input price increases reducing gross profit margin by 10%.
A reverse stress test scenario has also been modelled which shows a revenue contraction of c.21%
against the base case with no mitigations would be required to breach covenants, which is considered
extremely remote in likelihood of occurring. Mitigations available within the control of management
include reducing discretionary capex and discretionary indirect costs.
The Board have also considered the potential impact of the announced acquisition of Fantech
Australia and modelled the impact of the Board-approved base business case as well as the Board-
approved downside business case.
Over the short period of our climate change assessment (aligned to our going concern assessment), we
have concluded that there is no material adverse impact of climate change and hence have not included
any impacts in either our base case or downside scenarios of our going concern assessment. We have not
experienced material adverse disruption during periods of adverse or extreme weather in recent years, and
we would not expect this to occur to a material level over the period of our going concern assessment.
The Directors have concluded that the results of the scenario testing combined with the significant
liquidity profile available under the revolving credit facility confirm that there is no material uncertainty
in the use of the going concern assumption.
145 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

1. Accounting policies continued
Non-controlling interest
Non-controlling interests are identified separately from the Group’s equity. Non-controlling interests
consist of the amount of those interests at the date of the business combination and the non-controlling
interests’ share of changes in equity since that date. Non-controlling interests are measured at the
non-controlling interests’ share of the fair value of the identifiable net assets.
Where there is an obligation to purchase a non-controlling interest at a future date, the non-controlling
interest will be recognised on the business combination, and subsequently when the obligation to
purchase liability is recognised the amount is reclassified from equity to a financial liability and the
non-controlling interest is derecognised. Any difference between the carrying value of the
non-controlling interest and the liability is adjusted against retained earnings.
The financial liability for the non-controlling interest is subsequently accounted for under IFRS 9, with
all changes in the carrying amount, including the non-controlling interest’s share of profit, recognised
as a re-measurement in the income statement. When the obligation or ‘put liability’ is exercised, the
carrying amount of the financial liability at that date is extinguished by the payment of the exercise
price. The non-controlling interest of profit is shown in the re-measurement of financial liabilities in the
income statement, and all other charges in the carrying amount are shown in the re-measurement of
future consideration.
Foreign currencies
The individual financial statements of each subsidiary are presented in the currency of the primary
economic environment in which the entity operates (its functional currency). For the purpose of the
Group financial statements, the results and financial position of each entity are expressed in GBP (£000),
which is the functional currency of the Company and the presentational currency of the Group.
In preparing the financial statements of the individual entities, transactions in currencies other than the
entity’s functional currency (foreign currencies) are recorded at the rate of exchange prevailing at the
dates of the transactions. At the end of each reporting period, monetary items denominated in foreign
currencies are retranslated at the rate prevailing at the end of the reporting period.
Non-monetary items that are measured at historical cost in a foreign currency are translated using the
exchange rate at the date of the initial transaction. Non-monetary items measured at fair value in a
foreign currency are translated using the exchange rate at the date the fair value was determined.
For the purpose of presenting consolidated financial information, the assets and liabilities of the Group’s
foreign operations are expressed in GBP using exchange rates prevailing at the end of the reporting period.
Income and expenses are translated at the average exchange rate for the period. Exchange differences
arising are classified as other comprehensive income and are transferred to the foreign currency translation
reserve. All other translation differences are taken to profit and loss with the exception of differences on
foreign currency borrowings to the extent that they are used to finance or provide a hedge against Group
equity investments in foreign operations, in which case they are taken to other comprehensive income
together with the exchange difference on the net investment in these operations.
Critical accounting judgements and key sources of estimation uncertainty
In the application of the Group’s accounting policies, management is required to make judgements,
estimates and assumptions about the carrying amounts of assets and liabilities that are not readily
apparent from other sources.
The key judgement, apart from any involving estimations, that has the most significant effect on the
amounts recognised in the financial statements is the identification of the Group’s cash generating
units (CGUs) and the grouping of those CGUs for goodwill impairment testing purposes. This
judgement could have a significant impact on the carrying value of goodwill and other intangible
assets in the financial statements. Hence, the Directors have concluded that this is a key judgement
under the scope of paragraph 122 of IAS 1. Further details can be found in note 13 (impairment
assessment of goodwill) and note 14 (intangible assets – other).
The Directors have concluded that there are no major sources of estimation uncertainty that have a
significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities
within the next financial year.
Other judgements and estimates, which the Directors do not believe to be critical accounting
judgements or key sources of estimation uncertainty under the scope of paragraph 122 or 125 of IAS1,
but for which additional disclosures have been made in the relevant notes, include i) estimates and
assumptions made related to: impairment assessment of goodwill (note 13), intangible assets – other
(note 14), ii) estimates and assumptions relating to refund liabilities arising from retrospective volume
rebates (note 3), and iii) financial liabilities relating to the business combination of ClimaRad, ERI and
I-Vent (notes 15 and 21).
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised if the revision affects only that period,
or in the period of the revision and future periods if the revision affects both current and future periods.
The Group based its assumptions and estimates on parameters available when these financial statements
were prepared. Existing circumstances and assumptions about future developments, however, may change
due to market changes or circumstances arising beyond the control of the Group. Such changes are reflected
in the assumptions when they occur. The Directors have considered a range of potential scenarios arising
from the current macroeconomic uncertainty and how these have impacted the judgements, estimates and
assumptions in these financial statements is included under the relevant notes.
In preparing the financial statements, we have considered the impact of climate change, particularly in the
context of the risks identified in the TCFD disclosure on pages 80 to 87 and 190 to 201. Whilst we do not
currently expect any material short-term and medium-term risks from climate change under the scenarios
we have considered, the risks over the long term are more uncertain. However, there have been no risks of
climate change identified which would have a material impact on the judgements and estimates made in
preparation of these financial statements.
Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2024
146 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2024
1. Accounting policies continued
Critical accounting judgements and key sources of estimation uncertainty continued
Separately disclosed items
The Group discloses some items on the face of the consolidated statement of comprehensive income
by virtue of their nature, size or incidence to allow a better understanding of the underlying trading
performance of the Group. These separately disclosed items include, but are not limited to, significant
restructuring costs and significant business combination and related integration and earn-out costs.
Revenue from contracts with customers (note 3)
Revenue from contracts with customers is recognised when the control of goods or services is
transferred to the customer at an amount that reflects the consideration to which the Group expects
to be entitled in exchange for those goods and services. The performance obligation is satisfied upon
delivery of the equipment and payment is generally due within 30 to 90 days from delivery.
Sale of products
Revenue from the sale of products is recognised at the point in time when control of the asset
is transferred to the buyer, usually on the delivery of the goods.
The Group considers whether there are other promises in the contract that are separate performance
obligations to which a portion of the transaction price needs to be allocated (e.g. warranties and
volume rebates). In determining the transaction price for the sale of ventilation products, the Group
considers the effects of variable consideration (if any).
Volume rebates
The Group provides retrospective volume rebates to certain customers once the quantity of products
purchased during the period exceeds a threshold specified in the contract. To estimate the variable
consideration for the expected future rebates, the Group applies the expected value method for contracts
with more than one volume threshold. The Group then applies the requirements on constraining estimates
of variable consideration and recognises a liability for the expected future rebates.
Before including any amount of variable consideration in the transaction price, the Group considers
whether the amount of variable consideration is constrained. The Group determined that the estimates
of variable consideration are not constrained, other than with respect to volume rebates, based on its
historical experience, business forecasts and the current economic conditions. In addition, the
uncertainty on the variable consideration will be resolved within a short timeframe.
Warranty obligations
The Group typically provides warranties for general repairs of defects that existed at the time of sale.
These assurance-type warranties are accounted for under IAS 37 ‘Provisions, Contingent Liabilities and
Contingent Assets’. Refer to the accounting policy on warranty provisions in note 23, Provisions.
Installation services
The Group provides installation services that are bundled together with the sale of equipment to a customer.
Contracts for bundled sales of equipment and installation services are comprised of two performance
obligations because the promises to transfer equipment and provide installation services are capable
of being distinct and separately identifiable. Accordingly, the Group allocates the transaction price
based on an estimate of the relative standalone selling prices of the equipment and the residual
approach for installation services.
The Group recognises revenue from installation services at a point in time after the service has been
performed; this is because installation of the ventilation equipment is generally over a small timeframe,
usually around one to two days. Revenue from the sale of the ventilation equipment is recognised at a
point in time, generally upon delivery of the equipment.
Contract balances
Contract assets
A contract asset is the right to consideration in exchange for goods and services transferred to the
customer. A contract asset is recognised when the Group transfers goods or services to the customer
before the Group issues an invoice or the customer pays consideration. There is no contract asset
included within the statement of financial position as revenue is recognised at a point in time, after
installation. Consideration is recognised immediately as a receivable and is unconditional (only the
passage of time is required before payment of consideration is due). The Group’s accounting policy
on trade receivables is detailed in note 17.
Contract liabilities
There are no contract liabilities recognised in the comparative period or in the financial year ended
31 July 2024.
Liabilities arising from retrospective volume rebates
The Group has a number of customer rebate agreements that are recognised as a reduction from
sales (collectively referred to as rebates). Rebates are based on an agreed percentage of revenue,
which increases with the level of revenue achieved. These agreements typically are not coterminous
with the Group’s year-end, and some of the amounts payable are subject to confirmation after the
reporting date. Of the total rebates, approximately £4.1 million is non-coterminous with the year-end
and is based on actual revenue recorded to 31 July 2024 and an estimate of the total revenue for the
rebate period. Final rebate percentages are dependent on estimated performance to December based
on the bottom-up, Board-approved budget and management’s experience and knowledge of the
customers. Estimates are made as to which percentages band each customer will fall into.
At the reporting date, the Directors make estimates of the amount of rebate that will become payable by
the Group under these agreements; to estimate the variable consideration for the expected future rebates,
the Group applies the expected value method for contracts with more than one volume threshold. Where
the respective customer has been engaged with the Group for a number of years, historical settlement
trends are also used to assist in ensuring an appropriate estimate is recorded at the reporting date and that
appropriate internal approvals and reviews take place before rebates are recorded.
The sales rebate provision is recognised within refund liabilities, rather than trade receivables, as a
significant proportion of the agreements across the Group do not provide for credit notes to be raised
against receivable balances. Rather, cash payment of the rebate amount due is expected. Furthermore,
the majority of rebate agreements do not contain a clause which provides a legally enforceable right to
offset invoiced amounts.
Given that the rebate provision represents an estimate within the financial statements, there is a risk
that the Directors’ estimate of the potential liability may be incorrect. However, the Directors do not
consider it reasonably possible, at the balance sheet date, that this was a major source of estimation
uncertainty that could have a significant risk of resulting in a material adjustment to the liabilities
recorded under the scope of paragraph 125 of IAS 1.
147 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2024
1. Accounting policies continued
Segmental analysis (note 4)
The method of identifying reporting segments is based on internal management reporting information
that is regularly reviewed by the Chief Operating Decision-Maker, which is considered to be the Chief
Executive Officer of the Group.
In identifying its operating segments, management follows the Group’s market sectors. These are UK,
Continental Europe (Nordics and Central Europe) and Australasia.
The measure of revenue reported to the Chief Operating Decision-Maker to assess performance is
total revenue for each operating segment. The measure of profit reported to the Chief Operating
Decision-Maker to assess performance is adjusted operating profit (see note 33 for definition) for
each operating segment. Gross profit and the analysis below segment profit is additional voluntary
information and not ‘segment information’ prepared in accordance with IFRS 8.
Finance revenue and costs are not allocated to individual operating segments as the underlying
instruments are managed on a Group basis.
Total assets and liabilities are not disclosed as this information is not provided by operating segment
to the Chief Operating Decision-Maker on a regular basis.
Finance income and costs (note 5)
Finance income
Finance revenue is recognised as interest accrues using the effective interest method. The effective
interest rate is the rate that discounts estimated future cash receipts through the expected life of the
financial instrument to its net carrying amount.
Net financing costs
Net financing costs comprise interest income on funds invested, gains/losses on the disposal
of financial instruments, changes in the fair value of financial instruments, interest expense on
borrowings and foreign exchange gains/losses. Interest income and expense is recognised as
it accrues in the statement of comprehensive income using the effective interest method.
Staff costs (note 6)
Pension
Contributions to defined contribution schemes are recognised in the statement of comprehensive
income in the period they become payable. The cost charged to the statement of comprehensive
income of providing retirement pensions for employees represents the amounts paid by the Group
to various defined contribution pension schemes operated by the Group in the financial period.
Other operating expenses (note 7)
The Group’s research and development concentrates on the development of new products. Research
and development costs that are not eligible for capitalisation have been expensed in the period
incurred and are disclosed in note 7.
Income tax (note 9)
Current income tax assets and liabilities are measured at the amount expected to be recovered from,
or payable to, the taxation authorities. The tax rates and tax laws used to compute the amount are
those that are enacted at the reporting date. The Group’s deferred tax policy can be found in note 25.
Property, plant and equipment (note 11)
Property, plant and equipment is stated at cost, net of accumulated depreciation and impairment
losses, if any. Such cost includes the cost of replacing part of the property, plant and equipment; when
significant parts of property, plant and equipment are required to be replaced at intervals, the Group
recognises such parts as individual assets with specific useful lives and depreciates them accordingly.
All other repair and maintenance costs are recognised in the statement of comprehensive income
as incurred.
Depreciation is charged so as to write off the cost or valuation of assets, except freehold land, over
their estimated useful lives using the straight line method.
Tangible assets arising from a business combination are recognised initially at fair value at the date
of acquisition.
The estimated useful lives, residual values and depreciation methods are reviewed at each year-end,
with the effect of any changes in estimates accounted for on a prospective basis.
The following useful lives are used in the calculation of depreciation:
Freehold land and buildings – 30–50 years
Plant and machinery – 5–10 years
Fixtures, fittings, tools, equipment and vehicles – 4–10 years
The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is
determined as the difference between the disposal proceeds and the carrying amount of the asset
and is recognised in the statement of comprehensive income as part of administrative expenses.
Goodwill (note 12)
Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. For
the purpose of impairment testing, goodwill is allocated to the Group’s cash generating units that are
expected to benefit from the synergies of the combination, irrespective of whether other assets or
liabilities of the Group are assigned to those units.
Goodwill is reviewed for impairment annually or more frequently if there is an indication of impairment.
Impairment of goodwill is determined by assessing the recoverable amount of the cash generating unit
to which the goodwill relates. Where the recoverable amount of the cash generating unit is less than the
carrying value of the cash generating unit to which goodwill has been allocated, an impairment loss is
recognised. Impairment losses relating to goodwill cannot be reversed in future periods.
Impairment assessment of goodwill (note 13)
Intangible assets, including goodwill, that have an indefinite useful life or intangible assets not ready to
use are not subject to amortisation and are tested annually for impairment. Assets that are subject to
amortisation are reviewed for impairment whenever events or circumstances indicate that the carrying
amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s
carrying amount exceeds its recoverable amount, where the recoverable amount is the higher of the
asset’s fair value less costs of disposal and value in use.
148 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2024
1. Accounting policies continued
Impairment assessment of goodwill continued
Goodwill acquired through business combinations has been allocated, for impairment testing
purposes, to a group of cash generating units (CGUs). These grouped CGUs are: UK, Central Europe,
Nordics, and Australasia. This is also the level at which management is monitoring the value of goodwill
for internal management purposes.
Following a review of the Group’s existing operating segments and considering the changes in the
our OEM business during the year. It was concluded that as the identification of operating segments
is closely linked to the internal management and reporting structure of the business and given the
integration that had occurred with our OEM business with UK Ventilation during the year, such that
information is no longer presented to the Chief Operating Decision-Maker (CEO) separately, OEM should
no longer be identified as an operating segment separate to UK Ventilation. Similarly, the Group reviewed
the CGUs used for performing the impairment assessment under IAS 36, and considered that the
operational and management integration with UK Ventilation and the level of interdependence, including
significant intercompany trading, means that OEM cannot be considered to produce truly independent
cash flows, and hence it was appropriate that the former OEM CGU be combined with the UK Ventilation
CGU for the purposes of impairment testing under IAS 36.
As a result of this decision to combine OEM and UK Ventilation into a single operating segment and
single CGU, an impairment test was performed on the OEM CGU at 31 May 2024 and reviewed by the
Group. There was sufficient headroom under ‘severe but plausible’ downside scenarios and, as such,
it was concluded there was no requirement to impair the goodwill, nor other intangible assets, related
to OEM at 31 May 2024.
After careful consideration, and in line with the requirements of IFRS 8 ‘Operating segments’ and IAS
36 ‘Impairment of assets’, it has been concluded it is appropriate to combine OEM and UK Ventilation
into a single CGU and a single operating segment, and that impairment testing at 31 July 2024 and
thereafter be conducted on the new combined UK CGU, which will also be the level at which goodwill
is monitored.
The Group’s impairment test for goodwill is based on a value-in-use calculation using a discounted
cash flow model. The test aims to ensure that goodwill is not carried at a value greater than the
recoverable amount, which is considered to be the higher of fair value less costs of disposal and
value in use.
The identification of the Group’s CGUs used for impairment testing is considered a critical judgement
within the scope of paragraph 122 of IAS1. Management has reviewed the Group’s assets and cash
inflows and identified the lowest aggregation of assets that generate largely independent cash inflows
and that goodwill is monitored by management.
The cash flows are derived from the business plan for the following three years. The recoverable
amount is very sensitive to the discount rate used for the discounted cash flow model as well as
assumptions and estimates of expected future cash flows and the growth rate used for extrapolation
purposes. The current economic and political uncertainty has increased the level of estimation
uncertainty as the impact on countries and markets continues to be uncertain; however, the Group has
modelled a range of scenarios to consider the impact on the carrying value of its assets as described
in the going concern statement in the risk management and principal risks section.
We have tested the sensitivity of our headroom calculations in relation to the above assumptions and
estimates and the Group does not consider that changes in these assumptions that could cause the
carrying value of the CGUs to materially exceed their recoverable value are reasonably possible, and
hence are not major sources of estimation uncertainties under the scope of paragraph 125 of IAS 1.
See note 13 for the Group’s impairment assessment.
Intangible assets – other (note 14)
Intangible assets acquired in a business combination
Intangible assets acquired in a business combination are identified and recognised separately from
goodwill where they satisfy the definition of an intangible asset and their fair values can be measured
reliably. The cost of such intangible assets is their fair value at the business combination date.
The fair value of patents, trademarks and customer base acquired and recognised as part of a
business combination is determined using the relief-from-royalty method or multi-period excess
earnings method.
Subsequent to initial recognition, intangible assets acquired in a business combination are reported
at cost less accumulated amortisation and accumulated impairment losses.
Research and development
Research costs are expensed as incurred. Development expenditure on an individual project is
recognised as an intangible asset when the Company can demonstrate: the technical feasibility
of completing the intangible asset so that it will be available for use or sale; its intention to complete
and its ability to use or sell the asset; how the asset will generate future economic benefits; the
availability of resources to complete the asset; and the ability to reliably measure the expenditure
during development.
Subsequent measurement of intangible assets
Intangible assets with a finite life are amortised on a straight-line basis over their estimated useful lives
as follows:
Development costs – 10 years
Software costs – 5–10 years
Customer base – 5–15 years
Trademarks – 10–25 years
Patents/technology – 5–25 years
Other – 5 years
The estimated useful life and amortisation methods are reviewed at the end of each reporting period,
with the effect of any changes in estimate being accounted for on a prospective basis.
149 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2024
1. Accounting policies continued
Intangible assets – other continued
Impairment of other intangible assets excluding goodwill
At each reporting date, the Group reviews the carrying amounts of its other intangible assets to
determine whether there is any indication that those assets have suffered an impairment loss. If any
such indication exists, the recoverable amount of the asset is estimated in order to determine the
extent of the impairment loss, if any.
Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates
the recoverable amount of the CGU to which the asset belongs. Where a reasonable and consistent
basis of allocation can be identified, corporate assets are also allocated to individual CGUs, or
otherwise they are allocated to the smallest group of CGUs for which a reasonable and consistent
allocation basis can be identified. The identification of the Group’s CGUs used for impairment testing
is considered a critical judgement within the scope of paragraph 122 of IAS 1.
The recoverable amount is the higher of fair value less costs to sell and value-in-use. In assessing value
in use, the estimated future cash flows are discounted to their present value using a pre-tax discount
rate that reflects current market assessments of the time value of money and the risks specific to the
asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the
carrying amount of the asset (or CGU) is reduced to its recoverable amount. Impairment losses are
immediately recognised in the statement of comprehensive income.
The assumptions and sensitivities in respect of the Group’s other intangible assets are included in note
13 and are not considered major sources of estimation uncertainties under the scope of paragraph 125
of IAS 1.
Business combinations (note 15)
Business combinations are accounted for using the acquisition method. The cost of the business
combination is measured as the aggregate of the consideration transferred, measured at fair value
on the date of the business combination. The business combination costs incurred are expensed.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for
appropriate classification and designation in accordance with the contractual terms, economic
circumstances and pertinent conditions at the business combination date.
Contingent consideration (note 21) resulting from business combinations is accounted for at fair value
at the acquisition date as part of the business combination. When the contingent consideration meets
the definition of a financial liability, it is subsequently re-measured to fair value at each reporting date,
with changes in fair value recognised in profit or loss. The determination of fair value is based on
discounted cash flows. The key estimates and assumptions used in determining the discounted
cash flows take into consideration the probability of meeting each performance target and a
discount factor.
The Group did not consider it reasonably possible, at the balance sheet date, that this was a major
source of estimation uncertainty that could have a significant risk of resulting in a material adjustment
to the liabilities recorded and hence is not within the scope of paragraph 125 of IAS 1.
Goodwill is initially recognised at cost, being the excess of the aggregate of the consideration
transferred over the net identifiable assets acquired and liabilities assumed. During the measurement
period (12 months from the date of acquisition) adjustments could be made to goodwill as a result of
new information relating to events or circumstances relating to the acquisition date.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the
purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition
date, allocated to each of the Group’s CGUs that are expected to benefit from the combination,
irrespective of whether assets or liabilities of the business combination are assigned to those units.
Non-controlling interests are identified separately from the Group’s equity. Non-controlling interests
consist of the amount of those interests at the date of the business combination and the non-controlling
interest’s share of changes in equity since that date. Non-controlling interests are measured at the
non-controlling interest’s share of the fair value of the identifiable net assets.
Where there is an obligation to purchase the non-controlling interest at a future date, the non-
controlling interest will be recognised on the business combination, and subsequently when the
obligation to purchase liability is recognised the amount is reclassified from equity to a financial liability
and the non-controlling interest is derecognised. Any difference between the carrying value of the
non-controlling interest and the liability is adjusted against retained earnings.
The financial liability for the non-controlling interest is subsequently accounted for under IFRS 9,
with all changes in the carrying amount, including the non-controlling interest share of profit,
recognised as a re-measurement in the income statement. When the obligation or ‘put liability’
is exercised, the carrying amount of the financial liability at that date is extinguished by the
payment of the exercise price.
Inventories (note 16)
Inventories and work in progress are stated at the lower of cost and net realisable value.
Inventory acquired as part of business combinations is valued at fair value less cost to sell.
Costs represents direct costs incurred and, where appropriate, production or conversion costs and
other costs to bring the inventory to its existing location and condition. The cost of work in progress
and finished goods includes the cost of direct materials and labour and an appropriate portion of fixed
and variable overhead expenses based on normal operating capacity but excludes borrowing costs.
The cost of raw materials is purchase cost on a first in, first out basis.
Net realisable value represents the estimated selling price for inventories less all estimated costs
of completion and costs to sell.
Provisions are made to write down slow-moving, excess and obsolete items to net realisable value,
based on an assessment of technological and market developments and on an analysis of historical
and projected usage with regard to quantities on hand.
150 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2024
1. Accounting policies continued
Trade and other receivables (note 17)
Trade and other receivables are recognised when it is probable that a future economic benefit will flow
to the Group (which is considered a reasonable proxy for fair value). Trade and other receivables are
carried at original invoice or contract amount less any provisions for discounts and expected credit
losses. Provisions are made where there is evidence of a risk of non-payment considering ageing,
previous experience and general economic conditions.
Allowance for expected credit losses
Allowance for expected credit losses is measured at an amount equal to lifetime expected credit
losses (ECLs). For trade receivables the Group applies a simplified approach in calculating ECLs. Trade
receivables have been grouped based on historical credit risk characteristics and the number of days
from date of invoice. The expected loss rates are calculated using the provision matrix approach.
Trade receivables are categorised by common risk characteristics that are representative of the
customers’ abilities to pay all amounts due in accordance with the contractual terms. The provision
matrix is determined based on historical observed default rates over the expected life of the trade
receivables and is adjusted for forward-looking estimates.
Rebates receivable
The Group has a number of supplier rebate agreements that are recognised as a reduction of cost of
sales (collectively referred to as rebates). Rebates are based on an agreed percentage of purchases,
which will increase with the level of purchases made. These agreements typically are not coterminous
with the Group’s year-end and some of the amounts payable are subject to confirmation after the
reporting date.
Cash and cash equivalents (note 18)
Cash and short-term deposits comprise cash at banks and in hand and short-term deposits with an
original maturity of three months or less.
Trade and other payables (note 19)
Trade and other payables principally comprise of amounts outstanding for trade purchases and
ongoing costs. These are recognised at the amounts expected to be paid.
Leases (note 20)
The Group leases a range of assets including property, plant and equipment and vehicles. Leases of
property generally have lease terms of up to 20 years, plant and machinery between three and six
years and motor vehicles and other equipment between two and five years.
Right-of-use assets are initially measured at cost, and subsequently at cost less any accumulated
depreciation and impairment losses and adjusted for certain re-measurements of the lease liability.
The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs
incurred, restoration costs and lease payments made at or before the commencement date less any
lease incentives received. The right-of-use assets are depreciated on a straight line basis over the
shorter of their estimated useful life and the lease term.
At the commencement date of the lease, the Group recognises lease liabilities measured at the
present value of lease payments to be made over the lease term.
The lease payments include fixed payments (including in-substance fixed payments) less any lease
incentives receivable. The lease payments also include the exercise price of a purchase option
reasonably certain to be exercised by the Group and payments of penalties for terminating a lease,
if the lease term reflects the Group exercising the option to terminate.
In calculating the present value of lease payments, the Group uses its incremental borrowing
rate at the lease commencement date because the interest rate implicit in the lease is not readily
determinable. After the commencement date, the amount of lease liabilities is increased to reflect the
accretion of interest and reduced for the lease payments made. In addition, the carrying amount of
lease liabilities is re-measured if there is a modification, a change in the lease term, a change in the
lease payments (e.g. changes to future payments resulting from a change in an index or rate used
to determine such lease payments) or a change in the assessment of an option to purchase the
underlying asset. The Group’s lease liabilities are included in interest-bearing loans and borrowings.
The Group applies the short-term lease recognition exemption to its short-term leases of machinery
and equipment (i.e. those leases that have a lease term of 12 months or less from the commencement
date and do not contain a purchase option). It also applies the lease of low-value assets recognition
exemption to leases of office equipment that are considered to be low value. Lease payments on
short-term leases and leases of low-value assets are recognised as expense on a straight line basis
over the lease term.
The interest portion of lease payments is presented under financing activities in the consolidated
statement of cash flows.
Interest-bearing loans and borrowings (note 22)
Borrowings and other financial liabilities, including loans, are initially measured at fair value, net of
transaction costs.
Borrowings and other financial liabilities are subsequently measured at amortised cost using the
effective interest method.
The effective interest method is a method of calculating the amortised cost of a financial liability and
of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly
discounts estimated future cash payments through the expected life of the financial liability or, where
appropriate, a shorter period.
Borrowing costs consist of interest and other costs that an entity incurs in connection with the
borrowing of funds.
Provisions (note 23)
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result
of a past event, it is probable that the Group will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation.
Provisions for the expected costs of maintenance guarantees are charged against profits when
products have been invoiced.
151 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

1. Accounting policies continued
Provisions (note 23)
The amount recognised as a provision is the best estimate of the consideration required to settle
the present obligation taking into account the risks and uncertainties surrounding the obligation.
The timings of cash outflows are by their nature uncertain and are therefore best estimates.
Provisions are not discounted as the time value of money is not considered material.
Provisions for warranties and property dilapidations
Provisions for warranties are made with reference to recent trading history and historical warranty
claim information, and the view of management as to whether warranty claims are expected.
Warranty provisions are determined with consideration given to recent customer trading and
management experience.
Dilapidation provisions relate to dilapidation charges relating to leasehold properties. The timing
of cash flows associated with the dilapidation provision is dependent on the timing of the lease
agreement termination.
Deferred tax liabilities (note 25)
Deferred tax is recognised on all temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the financial statements, with the following exceptions:
• where the temporary differences arise from the initial recognition of goodwill or of an asset
or liability in a transaction that is not a business combination and, at the time of the transaction,
affects neither the accounting profit nor taxable profit or loss; and
• in respect of taxable temporary differences associated with investments in subsidiaries where the
timing of the reversal of the temporary differences can be controlled and it is probable that the
temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognised only to the extent that the Directors consider it is probable that
there will be taxable profits from which the deductible temporary differences, carried forward tax
credits or tax losses can be utilised.
Deferred tax assets and liabilities are measured on an undiscounted basis at tax rates that are expected
to apply when the related asset is realised or liability is settled, based on tax rates enacted or
substantively enacted by the reporting date.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current
tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income
taxes levied by the same taxation authority on either the same taxable entity or different taxable
entities and there is an intention to settle the balances on a net basis.
The carrying amount of deferred tax assets is reviewed at each reporting date. Deferred tax assets and
liabilities are offset only if a legally enforceable right exists to set off current tax assets against current
tax liabilities, the deferred taxes relate to the same taxation authority and that authority permits the
Group to make a single net payment.
Deferred tax is charged or credited to other comprehensive income if it relates to items that are
charged or credited to other comprehensive income. Similarly, deferred tax is charged or credited
directly to equity if it relates to items that are credited or charged directly to equity.
Management judgement is required to determine the amount of deferred tax assets that can be
recognised, based on the likely timing and level of future taxable profits together with an assessment
of the effect of future tax planning strategies. Uncertainties exist with respect to the interpretation of
complex tax regulations, changes in tax laws and the amount and timing of future taxable income.
Given the wide range of international business relationships and the long-term nature and
complexity of existing contractual agreements, differences arising between the actual results
and the assumptions made, or future changes to such assumptions, could necessitate future
adjustments to tax income and expense already recorded.
However, the Group does not consider this to be an accounting judgement, apart from those involving
estimations, that has a significant effect on the amount recognised in the financial statements under the
scope of paragraph 122 of IAS 1, nor the estimates and assumptions to be major sources of estimation
uncertainty that have a significant risk of resulting in a material adjustment to the carrying amounts of
assets and liabilities within the next financial year under the scope of paragraph 125 of IAS 1.
At 31 July 2024, the Group had not recognised a deferred tax asset in respect of gross tax losses
of £5,195,000 (2023: £5,195,000) relating to management expenses, capital losses of £4,098,000
(2023: £3,975,000) arising in UK subsidiaries and gross tax losses of £nil (2023: £nil) arising in overseas
entities as there is insufficient evidence that the losses will be utilised. These losses are available to be
carried indefinitely.
At 31 July 2024, the Group had no deferred tax liability (2023: £nil) to recognise for taxes that would be
payable on the remittance of certain of the Group’s overseas subsidiaries’ unremitted earnings. Deferred
tax liabilities have not been recognised as the Group has determined that there are no undistributed
profits in overseas subsidiaries where an additional tax charge would arise on distribution.
Dividends paid and proposed (note 26)
Dividends are recognised when they meet the criteria for recognition as a liability. In relation to final
dividends, this is when the dividend is approved by the Directors in the Annual General Meeting and,
in relation to interim dividends, when paid.
Risk management (note 27)
Derivative financial instruments
The Group enters into derivative financial instruments to manage its exposure to foreign exchange rate
risk. Instruments used are principally foreign exchange forward contracts. Further details of derivative
financial instruments are included in note 21.
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and
are subsequently re-measured to their fair value at the reporting date. The resulting gain or loss
is immediately recognised in the statement of comprehensive income. Derivatives are carried as
financial assets when the fair value is positive and as financial liabilities when the fair value is negative.
The fair value of derivatives is classified as a non-current asset or a non-current liability if the remaining
maturity of the relationship is more than 12 months and as a current asset or a current liability if the
remaining maturity of the relationship is less than 12 months.
No derivative contracts have been designated as hedges for accounting purposes.
Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2024
152 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2024
1. Accounting policies continued
Risk management continued
Hedge of net investments
Hedges of a net investment in a foreign operation, including a hedge of a monetary item that
is accounted for as part of the net investment, are accounted for as follows: gains or losses on
the hedging instrument relating to the effective portion of the hedge are recognised in other
comprehensive income while any gains or losses relating to the ineffective portion are recognised
in profit or loss. On disposal of the foreign operation, the cumulative value of any such gains or
losses recorded in equity is reclassified to profit or loss.
The Group uses borrowings in local currencies as a hedge of its exposure to foreign exchange risk
on its investments in foreign operations.
As a result of entering into financial instruments, the Group is exposed to market risk, credit risk,
foreign exchange risk and liquidity risk.
The Group’s principal financial instruments are:
• interest-bearing loans and borrowings;
• trade and other receivables, trade and other payables, cash and short-term deposits; and
• foreign exchange forward contracts.
Note 27 provides further detail on financial risk management and includes quantitative information
on the specific risks the Group is exposed to.
Share-based payments (note 31)
Equity-settled transactions
The Group enters into equity-settled share-based payment transactions with its employees,
in particular as part of the Volution Long Term Incentive Plan.
The cost of equity-settled transactions is determined by the fair value at the date when the grant
is made using the valuation model detailed below and incorporates an assessment of relevant
performance conditions. The cost is recognised in employee benefits expense (note 6), together with
a corresponding increase in equity (share-based payment reserve), over the vesting period in which
the service and performance conditions are fulfilled. The amount to be expensed over the vesting
period is adjusted to reflect the number of awards for which conditions are expected to be met, such
that the amount ultimately recognised as an expense is based on the number of awards that meet the
conditions at the vesting date.
At each balance sheet date, the Group revises its estimates of the number of share incentives that are
expected to vest. The impact of the revision of original estimates, if any, is recognised in the income
statement with a corresponding adjustment to equity.
Service and non-market performance conditions are not taken into account when determining
the grant date fair value of awards, but the likelihood of the conditions being met is assessed as
part of the Group’s best estimate of the number of equity instruments that will ultimately vest. Market
performance conditions are reflected within the grant date fair value. Any other conditions attached to
an award, but without an associated service requirement, are considered to be non-vesting conditions.
Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing
of an award unless there are also service and/or performance conditions.
No expense is recognised for awards that do not ultimately vest because non-market performance
and/or service conditions have not been met. Where awards include a market or non-vesting
condition, the transactions are treated as vested irrespective of whether the market or non-vesting
condition is satisfied, provided that all other performance and/or service conditions are satisfied.
Treasury shares
The treasury shares reserve represents the cost of shares in Volution Group plc purchased in the
market and held by the Volution Employee Benefit Trust to satisfy obligations under the Group’s share
incentive schemes. Treasury shares are recognised at cost and deducted from equity. No gain or loss
is recognised in profit or loss on the purchase, sale, issue or cancellation of the Group’s own equity
instruments. Any difference between the carrying amount and the consideration, if reissued, is
recognised in share premium. Share options exercised during the period are satisfied with
treasury shares.
Capital reserve
The capital reserve is the difference in share capital and reserves arising from the use of the pooling of
interest method for preparation of the financial statements in 2014. This is a non-distributable reserve.
Share-based payment reserve
The share-based payment reserve is used to recognise the value of equity-settled share-based
payments provided to key management personnel, as part of their remuneration. Refer to note 31
for further detail of these plans.
Foreign currency translation reserve
For the purpose of presenting consolidated financial information, the assets and liabilities of the
Group’s foreign operations are expressed in GBP using exchange rates prevailing at the end of the
reporting period. Income and expenses are translated at the average exchange rate for the period.
Exchange differences arising are classified as other comprehensive income and are transferred to the
foreign currency translation reserve. All other translation differences are taken to profit and loss with
the exception of differences on foreign currency borrowings to the extent that they are used to finance
or provide a hedge against Group equity investments in foreign operations, in which case they are
taken to other comprehensive income together with the exchange difference on the net investment
in these operations.
153 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

1. Accounting policies continued
New standards or interpretations
The standards or interpretations listed below have become effective since 1 August 2023 for annual
periods beginning on or after 1 January 2023.
The following amendments became effective as at 1 January 2023:
• Amendments to IAS 12 ‘Deferred tax related to assets and liabilities arising from a single transaction’;
• Amendments to IAS 8 ‘Definition of accounting estimates’; and
• Amendments to IAS 1 and IFRS Practice Statement 2 ‘Disclosure of accounting policies’.
At the date of authorisation of these Consolidated Financial Statements, the Group has not applied the
following new and revised IFRS Standards that have been issued but are not yet effective.
The following amendments became effective as at 1 January 2024:
• Amendments to IAS 1 ‘Classification of liabilities as current or non-current’;
• Amendments to IFRS 16 ‘Lease liability in a sale and leaseback’;
• Amendments to IAS 1 ‘Non-current liabilities with covenants’; and
• Amendments to IAS 7 ‘Supplier finance arrangements’.
The following amendments will become effective after 1 January 2025:
• Amendments to IFRS 18 ‘Presentation and disclosure in financial statements’.
The Directors do not expect that the adoption of the Standards listed above will have a material impact
on the consolidated financial statements of the Group in future periods.
In June 2023, the UK Government substantively enacted legislation introducing a global minimum
corporate income tax rate, to have effect from 2024 in line with the OECD’s Pillar Two model
framework on large multinational enterprises with a consolidated group revenue of €750 million plus.
The Group has performed an assessment of its potential exposure to Pillar Two income taxes and
based on an assessment of the most recent information available regarding the financial performance
of the constituent entities in the Group, we do not expect to be within the scope of Pillar Two and
therefore do not expect it to have a material impact on the Group’s tax rate or tax payments.
2. Adjusted earnings
The Board and key management use some alternative performance measures to track and assess
the underlying performance of the business. These measures include adjusted operating profit and
adjusted profit before tax. These measures are deemed more helpful as they remove items that do not
reflect the day-to-day trading operations of the business and therefore their exclusion is relevant to an
assessment of the day-to-day trading operations, as opposed to overall annual business performance.
Such alternative performance measures are not defined terms under IFRS and may not be comparable
with similar measures disclosed by other companies. Likewise, these measures are not a substitute for
IFRS measures of profit. A reconciliation of these measures of performance to the corresponding
reported figure is shown below. For definitions of terms referred to see note 33.
Profit after tax
42,797
37,382
Contingent consideration
(1,845)
640
Cost of business combinations
206
1,032
Re-measurement of contingent consideration (note 21)
6,599
1,879
Net (gain)/loss on financial instruments at fair value
(144)
1,599
Amortisation and impairment of intangible assets acquired through
business combinations
9,322
11,088
Tax effect of the above
(1,664)
(2,788)
Adjusted profit after tax
55,271
50,832
Adjusted tax charge
15,437
14,225
Adjusted profit before tax
70,708
65,057
Interest payable on bank loans, lease liabilities and amortisation of
financing costs
6,605
4,914
Re-measurement of financial liabilities
870
(54)
Finance revenue
(139)
(65)
Adjusted operating profit
78,044
69,852
Depreciation of property, plant and equipment
4,413
4,102
Depreciation of right-of-use assets
4,738
3,895
Amortisation of development costs, software and patents
1,807
1,486
Adjusted EBITDA
89,002
79,335
Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2024
154 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2024
3. Revenue from contracts with customers
Revenue recognised in the statement of comprehensive income is analysed below:
Sale of goods
341,207
320,808
Installation services
6,404
7,200
Total revenue from contracts with customers
3
47,611
328,008
Residential
105,039
89,680
Commercial
28,158
30,151
Export
12,130
12,119
OEM
15,448
24,120
Total UK
160,775
156,070
Nordics
47,376
49,126
Central Europe
1
87,016
75,410
Total Continental Europe
134,392
124,536
Total Australasia
2
52,444
47,402
Total revenue from contracts with customers
3
47,611
328,008
Arising from retrospective volume rebates
10,264
9,153
Arising from rights of return
583
664
Refund liabilities
10,847
9,817
Notes
1. Included in the Central Europe revenue is £12,915,000 of inorganic revenue from the business combination of
VMI and I-Vent (2023: £4,530,000 of inorganic revenue from the business combination of ERI, VMI and I-Vent).
2. Included in the Australasia revenue is £7,801,000 of inorganic revenue from the business combination of DVS
(2023: £nil of inorganic revenue from the business combination of DVS).
4. Segmental analysis
The Group’s reportable segments are described below. The segmental regional structure reflects the
current internal reporting provided to the Chief Operating Decision-Maker (considered to be the CEO
of the Group) on a regular basis.
The segmental results include an allocation of central head office costs, where the costs are
attributable to a segment. Costs of running the PLC are reported separately as central costs.
External customers
160,775
134,392
1
52,444
2
–
347,6 11
Inter-segment
26,949
37,7 18
101
(64,768)
–
Total
187,724
172,110
52,545
(64,768)
347,611
Adjusted segment EBITDA
45,161
35,859
13,458
(5,476)
89,002
of development costs,
software and patents
(4,956)
(3,801)
(1,534)
(667)
(10,958)
profit/(loss)
40,205
32,058
11,924
(6,143)
78,044
Amortisation of intangible
assets acquired through
business combinations
(5,634)
(2,895)
(793)
–
(9,322)
Contingent consideration
–
–
–
1,845
1,845
operating costs
–
–
–
(206)
(206)
Operating profit/(loss)
34,571
29,163
11,131
(4,504)
70,361
Net finance income/(cost)
–
–
24
(6,346)
(6,322)
Re-measurement of
contingent consideration
–
–
–
(6,599)
(6,599)
of financial liabilities
–
–
–
(870)
(870)
Profit/(loss) before tax
34,571
29,163
11,155
(18,319)
56,570
Note
1. Included in the Continental Europe revenue is £12,915,000 of inorganic revenue from the business combination of
VMI and I-Vent (2023: £4,530,000 of inorganic revenue from the business combination of ERI, VMI and I-Vent).
2. Included in the Australasia revenue is £7,801,000 of inorganic revenue from the business combination of DVS
(2023: £nil).
155 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

4. Segmental analysis continued
External customers
156,070
124,536
47,402
–
328,008
Inter-segment
24,908
38,779
188
(63,875)
–
Total
180,978
163,315
47,590
(63,875)
328,008
Adjusted segment EBITDA
39,562
31,707
12,568
(4,502)
79,335
of development costs,
software and patents
(4,277)
(3,283)
(1,239)
(684)
(9,483)
profit/(loss)
35,285
28,424
11,329
(5,186)
69,852
Amortisation of intangible
assets acquired through
business combinations
(7,163)
(3,338)
(587)
–
(11,088)
Contingent consideration
–
–
–
(640)
(640)
operating costs
–
–
–
(1,032)
(1,032)
Operating profit/(loss)
28,122
25,086
10,742
(6,858)
57,092
Net finance cost
–
–
(90)
(6,358)
(6,448)
of future consideration
–
–
–
(1,879)
(1,879)
of financial liability
–
–
–
54
54
Profit/(loss) before tax
28,122
25,086
10,652
(15,041)
48,819
Geographic information
The Group operates in several geographical locations and sells on to external customers in all parts of
the world. No individual country amounts to more than 5% of revenue, other than those noted below.
The following is an analysis of revenue from continuing operations by geographical destination.
United Kingdom
142,231
132,440
Germany
18,919
22,471
Netherlands
24,978
24,878
Sweden
26,134
26,388
Rest of Europe
77,109
68,989
Australia
25,048
24,375
New Zealand
2 7,698
23,338
Rest of the world
5,494
5,129
Total revenue from contracts with customers
3
47,611
328,008
United Kingdom
112,515
121,458
Europe (excluding United Kingdom and Nordics)
109,560
106,502
Nordics
30,274
33,901
Australasia
50,980
46,225
Total
303,329
308,086
Information about major customers
Annual revenue from no individual customer accounts for more than 10% of Group revenue in either
the current or prior year.
Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2024
156 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2024
5. Finance income and costs
Net gain on financial instruments at fair value
144
–
Interest receivable
139
65
Total finance revenue
283
65
Net loss on financial instruments at fair value
–
(1,599)
Interest payable on bank loans
(4,427)
(3,087)
Amortisation of finance costs
(692)
(452)
Lease interest
(763)
(635)
Other interest
(723)
(740)
Total finance costs
(6,605)
(6,513)
Net finance costs
(6,322)
(6,448)
The net loss or gain on financial instruments at each year-end date relates to the measurement of fair
value of the financial derivatives and the Group recognises any finance losses or gains immediately
within net finance costs. The fair value of the Group’s financial derivatives can be found in note 21.
Due to the refinancing that completed in September 2024, the amortisation of finance costs in the
year included an element of accelerated amortised finance costs of £240,000.
6. Staff costs
Employee costs, including Directors’ remuneration, comprise:
Wages and salaries
69,286
64,858
Social security costs
7,691
7,210
Other pension costs
3,303
2,625
Share-based payment charge (see note 31)
1,200
1,357
81,480
76,050
Other pension costs relate to the Group’s contribution to defined contribution pension plans. Total
contributions payable in the next financial year are expected to be at rates broadly similar to those
in 2023/24 but based on actual salary levels in 2024/25.
Average monthly number of employees in the year
Production
1,083
1,100
Sales and administration
786
771
1,869
1,871
Directors’ remuneration
Aggregate Directors’ remuneration
3,265
3,748
Aggregate Non-Executive Directors’ remuneration
414
400
contribution
43
59
Aggregate Directors’ pension scheme contributions
–
–
The number of Directors accruing benefits under Group money purchase pension arrangements was
£nil (2023: £nil).
The Group also incurred fees and expenses of £414,000 (2023: £400,000) in respect of Claire Tiney,
Amanda Mellor, Nigel Lingwood, Margaret Amos and Jonathan Davis for their services as Non-
Executive Directors.
157 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

7. Other operating expenses
Cost of sales, distribution costs and administrative expenses include the following:
Costs of inventories recognised as expenses
125,858
131,227
Depreciation of property, plant and equipment
2,171
2,311
Depreciation of right-of-use assets
2,904
2,507
Amortisation and impairment of intangible assets
172
254
Research and development costs
5,220
4,485
Depreciation of property, plant and equipment
2,242
1,791
Depreciation of right-of-use assets
1,834
1,388
Amortisation and impairment of intangible assets
11,015
12,320
Net foreign exchange differences
(27)
(190)
Gain on disposal of property, plant and equipment, and intangible
assets – other
(184)
(17)
8. Auditor’s remuneration
The Group paid the following amounts to its auditors, PwC, and its member firms in respect of the
audit of the financial statements and for other services provided to the Group. The prior year the
Group paid the following amounts to its auditor’s, EY, and its member firms in respect of the audit
of the financial statements and for other services provided to the Group:
Fees for the audit of the parent and Group financial statements
851
332
Fees for local statutory audits of subsidiaries
36
488
Fees payable for interim review
106
99
Total
993
919
9. Income tax
(a) Income tax charges against profit for the year
Current UK income tax expense
5,571
4,694
Current foreign income tax expense
10,278
8,887
Tax credit relating to the prior year
(80)
(638)
Total current tax
15,769
12,943
Origination and reversal of temporary differences
(2,224)
(2,023)
Effect of changes in the tax rate
58
(223)
Tax charge relating to the prior year
170
740
Total deferred tax
(1,996)
(1,506)
Net tax charge reported in the consolidated statement of
comprehensive income
13,773
11,437
(b) Income tax recognised in equity for the year
Decrease /(increase) in deferred tax asset on share-based payments
380
(264)
Translation differences
(212)
(79)
Net tax charge/(credit) reported in equity
168
(343)
Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2024
158 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2024
9. Income tax continued
(c) Reconciliation of total tax
Profit before tax
56,570
48,819
tax in the UK of 25.00% (2023: 21.00%)
14,143
10,252
Adjustment in respect of previous years
89
102
Expenses not deductible for tax purposes
2,738
1,473
Effect of changes in the tax rate (see explanation below)
58
(164)
Effect of overseas tax rates
(931)
184
Patent-related tax relief
(719)
(410)
Other
Net tax charge reported in the consolidated statement
(1,605)
–
of comprehensive income
13,773
11,437
Our reported effective tax rate for the period was 24.4% (2023: 23.4%). Our underlying effective tax
rate, on adjusted profit before tax, was 21.8% (2023: 21.9%).
The effect of overseas tax rates relates to the Group’s profits from subsidiaries which are subject to tax
jurisdictions with a blended lower average rate of tax compared to the standard rate of corporation tax
in the UK (see note 29 for subsidiary locations).
We expect our medium-term reported effective tax rate to be in the range of 29% to 35% of the
Group’s reported profit before tax and our underlying effective tax rate to be in the range of 22%
to 25% of the Group’s adjusted profit before tax.
In June 2023, the UK Government substantively enacted legislation introducing a global minimum
corporate income tax rate, to have effect from 2024 in line with the OECD’s Pillar Two model
framework on large multinational enterprises with a consolidated group revenue of €750 million plus.
The Group has performed an assessment of its potential exposure to Pillar Two income taxes and
based on an assessment of the most recent information available regarding the financial performance
of the constituent entities in the Group, we do not expect to be within the scope of Pillar Two and
therefore do not expect it to have a material impact on the Group’s tax rate or tax payments.
10. Earnings per share (EPS)
Basic EPS is calculated by dividing the profit for the year attributable to ordinary equity holders of the
parent by the weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary
equity holders of the parent by the weighted average number of ordinary shares outstanding during
the year plus the weighted average number of ordinary shares that would be issued on conversion
of any dilutive potential ordinary shares into ordinary shares. There are 2,143,783 dilutive potential
ordinary shares at 31 July 2024 (2023: 3,365,875).
The following reflects the income and share data used in the basic and diluted earnings per
share computations:
Profit attributable to ordinary equity holders
42,797
37,382
Number
Number
Weighted average number of ordinary shares for basic earnings per share
197,739,417
197,131,650
Share options
2,143,783
2,658,209
Weighted average number of ordinary shares for diluted earnings per share
199,883,200
199,789,859
Basic
21.6p
19.0p
Diluted
21.4p
18.7p
159 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

10. Earnings per share (EPS) continued
Adjusted profit attributable to ordinary equity holders
55,271
50,832
Number
Number
earnings per share
197,739,417
197,131,650
Share options
2,143,783
2,658,209
earnings per share
199,883,200
199,789,859
Basic
28.0p
25.8p
Diluted
27.6 p
25.4p
The weighted average number of ordinary shares has increased as a result of treasury shares held by
the Volution Employee Benefit Trust (EBT) during the year (see note 24 for details). The shares are
excluded when calculating the reported and adjusted EPS.
Adjusted profit attributable to ordinary equity holders has been reconciled in note 2, Adjusted
earnings. See note 33, Glossary of terms, for an explanation of the adjusted basic and diluted
earnings per share calculation.
11. Property, plant and equipment
At 1 August 2023
18,009
19,440
14,080
51,529
On business combinations
31
88
66
185
Additions
423
1,561
3,424
5,408
Disposals
(12)
(242)
(1,283)
(1,537)
Net foreign currency exchange differences
(164)
(137)
(183)
(484)
At 31 July 2024
18,287
20,710
16,104
55,101
At 1 August 2023
5,436
7,859
8,786
22,081
Charge for the year
526
1,906
1,981
4,413
Disposals
(12)
(241)
(1,107)
(1,360)
Net foreign currency exchange differences
(44)
(22)
(160)
(226)
At 31 July 2024
5,906
9,502
9,500
24,908
At 31 July 2024
12,381
11,208
6,604
30,193
Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2024
160 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2024
11. Property, plant and equipment continued
At 1 August 2022
17,480
17,022
12,923
47,425
On business combinations
–
514
–
514
Additions
486
2,110
2,318
4,914
Disposals
(18)
(185)
(655)
(858)
Net foreign currency exchange differences
61
(21)
(506)
(466)
At 31 July 2023
18,009
19,440
14,080
51,529
At 1 August 2022
5,011
6,493
7,686
19,190
Charge for the year
527
1,619
1,956
4,102
Disposals
(56)
(129)
(524)
(709)
Net foreign currency exchange differences
(46)
(124)
(332)
(502)
At 31 July 2023
5,436
7,859
8,786
22,081
At 31 July 2023
12,573
11,581
5,294
29,448
12. Intangible assets – goodwill
Goodwill
£000
At 1 August 2022
142,661
On the business combination of VMI
4,072
On the business combination of I-Vent
23,928
On the business combination of ClimaRad
126
Net foreign currency exchange differences
(1,799)
At 31 July 20231
168,988
On the business combination of DVS
5,037
Net foreign currency exchange differences
(2,685)
At 31 July 2024
171,340
Note:
1. An adjustment has been made during the measurement period relating to the acquisition of I-Vent. See note 15
for further details.
13. Impairment assessment of goodwill
Carrying value of goodwill
61,000
18,151
62,827
29,362
CGU value-in-use headroom
1
249,557
49,409
66,028
45,101
Carrying value of goodwill
55,899
5,101
18,637
63,109
25,673
CGU value-in-use headroom
1
166,576
12,382
47,383
28,396
27,730
Note:
1. Headroom is shown at the date of impairment testing, and is calculated by comparing the value in use (VIU) of a
group of CGUs to the carrying amount of its asset, which includes the net book value of fixed assets (tangible
and intangible), goodwill and operating working capital (current assets and liabilities).
161 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

13. Impairment assessment of goodwill continued
Impairment review
Under IAS 36 ‘Impairment of assets’, the Group is required to complete a full impairment review of
goodwill, which has been performed using a value-in-use calculation. A discounted cash flow (DCF)
model was used, taking a period of five years, which has been established using pre-tax discount rates
of 12.2% to 15.0% (2023: 13.8% to 16.8%) over that period. In all CGUs it was concluded that the carrying
amount was in excess of the value in use and all CGUs had positive headroom.
When assessing for impairment of goodwill, we have considered the impact of climate change,
particularly in the context of the risks and opportunities identified in the TCFD disclosure in the Annual
Report. We have not identified any material short-term and medium-term impacts from climate change
that would impact the carrying value of goodwill. Over the long term, the risks and opportunities are
more uncertain and we will continue to assess these risks at each reporting period.
Assumptions in the value-in-use calculation
The calculation of value-in-use for all CGUs is most sensitive to the following assumptions:
• specific growth rates have been used for each of the CGUs for the five-year forecast period based
on historical growth rates and market expectations;
• long-term growth rates of 2% (2023: 2%) for all CGUs have been applied to the period beyond which
budgets and forecasts do not exist, based on historical macroeconomic performance and
projections for the geographies in which the CGUs operate; and
• discount rates reflect the current market assessment of the risks specific to each operation. The
pre-tax discount rates used for each CGU are: UK 13.5% (2023: 14.2%); Nordics: 12.2% (2023: 13.8%);
Central Europe: 12.4% (2023: 14.4%); and Australasia: 15.0% (2023: 16.8%).
The value-in-use headroom for each CGU has been set out above. We have tested the sensitivity of our
headroom calculations in relation to the above assumptions and the Group does not consider that
changes in these assumptions that could cause the carrying value of the CGUs to materially exceed
their recoverable value are reasonably possible.
Following a review of the Group’s existing operating segments and considering the changes in the our
OEM business during the year. It was concluded that as the identification of operating segments is
closely linked to the internal management and reporting structure of the business and given the
integration that had occurred with our OEM business with UK Ventilation during the year, such that
information is no longer presented to the Chief Operating Decision-Maker (CEO) separately, OEM
should no longer be identified as an operating segment separate to UK Ventilation. Similarly, the Group
reviewed the CGUs used for performing impairment assessments under IAS 36, and considered that
the operational and management integration with UK Ventilation and the level of interdependence,
including significant intercompany trading, means that OEM cannot be considered to produce truly
independent cash flows, and hence it was appropriate that the former OEM CGU be combined with
the UK Ventilation CGU for the purposes of impairment testing under IAS 36.
As a result of this decision to combine OEM and UK Ventilation into a single operating segment and
single CGU, an impairment test was performed on the OEM CGU at 31 May 2024 and reviewed by the
Group. There was sufficient headroom under ‘severe but plausible’ downside scenarios and, as such, it
was concluded there was no requirement to impair the goodwill, nor other intangible assets, related to
OEM at 31 May 2024.
After careful consideration, and in line with the requirements of IFRS 8 ‘operating segments’ and IAS
36 ‘Impairment of assets’, it has been concluded it is appropriate to combine OEM and UK Ventilation
into a single CGU and a single operating segment, and that future impairment testing at 31 July 2024
and thereafter will be conducted on the new combined UK CGU, which will also be the level at which
goodwill is monitored.
Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2024
162 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2024
14. Intangible assets – other
At 1 August 2023
12,732
10,277
160,841
55,260
3,417
1,163
243,690
Additions
1,578
318
–
–
–
–
1,896
On business combinations
–
35
1,667
2,309
–
–
4,011
Disposals
(21)
(75)
(84)
–
–
–
(180)
Net foreign currency exchange differences
(288)
176
(1,544)
(554)
(61)
–
(2,271)
At 31 July 2024
14,001
10,731
160,880
57,015
3,356
1,163
247,146
At 1 August 2023
3,266
7,1 58
118,929
27,132
2,179
1,163
159,827
Charge for the year
847
1,035
6,333
2,718
196
–
11,129
Disposals
(21)
(75)
–
–
–
–
(96)
Net foreign currency exchange differences
(186)
8
(17)
(361)
(60)
–
(616)
At 31 July 2024
3,906
8,126
125,245
29,489
2,315
1,163
170,244
At 31 July 2024
10,095
2,605
35,635
27,526
1,041
–
76,902
Included in software costs are assets under construction of £226,000 (2023: £54,000), which are not amortised. Included in development costs are assets under construction of £1,516,000
(2023: £1,505,000), which are not amortised.
163 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

14. Intangible assets – other continued
At 1 August 2022
7,956
9,835
160,014
54,105
3,364
1,163
236,437
Additions
2,310
568
171
–
–
–
3,049
On business combinations
2,466
1
1,175
1,626
–
–
5,268
Disposals
–
(50)
–
–
–
–
(50)
Net foreign currency exchange differences
–
(77)
(519)
(471)
53
–
(1,014)
At 31 July 2023
12,732
10,277
160,841
55,260
3,417
1,163
243,690
At 1 August 2022
2,601
6,282
114,120
22,678
2,001
1,163
148,845
Charge for the year
702
1,080
5,507
5,037
248
–
12,574
Disposals
–
(41)
–
–
–
–
(41)
Net foreign currency exchange differences
(37)
(163)
(698)
(583)
(70)
–
(1,551)
At 31 July 2023
3,266
7,158
118,929
27,132
2,179
1,163
159,827
At 31 July 2023
9,466
3,119
41,912
28,128
1,238
–
83,863
Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2024
164 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2024
14. Intangible assets – other continued
The remaining amortisation periods for acquired intangible assets at 31 July 2024 are as follows:
base
Trademark
Volution Holdings Limited and its subsidiaries
–
14 years
–
Fresh AB and its subsidiaries
–
9 years
–
PAX AB and PAX Norge AS
–
10 years
–
inVENTer GmbH
–
11 years
11 years
Ventilair Group International BVBA and its subsidiaries
–
2 years
–
Energy Technique Limited and its subsidiaries
1 years
13 years
–
NVA Services Limited and its subsidiaries
3 years
8 years
–
Breathing Buildings Limited
3 years
8 years
–
VoltAir System AB
9 years
9 years
–
Simx Limited
10 years
20 years
–
Oy Pamon Ab
5 years
15 years
5 years
Air Connection ApS
5 years
–
–
Nordic Line ApS
–
–
–
Ventair Pty Limited
7 years
17 years
–
ClimaRad BV
6 years
13 years
–
Nordiska Klimatfabriken AB
3 years
8 years
–
Energent Oy
3 years
8 years
–
ERI
8 years
18 years
–
VMI
7 years
9 years
4 years
I-Vent
–
10 years
–
Individually material intangible assets with definite useful lives:
Simx Limited
5,224
10 years
ClimaRad BV
8,356
6 years
ERI
9,059
8 years
Volution Holdings Limited and its subsidiaries
15,605
14 years
ClimaRad BV
2,413
13 years
ERI
2,473
18 years
15. Business combinations
Business combinations in the year ended 31 July 2024
DVS
On 4 August 2023, Volution Group acquired the trade and assets of Proven Systems Limited (DVS), a
market leading supplier and installer of home ventilation solutions in New Zealand. The acquisition of
DVS is in line with the Group’s strategy to grow by selectively acquired value-adding businesses in new
and existing markets and geographies.
Total consideration for the purchase of the trade and assets of DVS was £8.5 million (NZ$17.7 million),
net of cash acquired, with further contingent cash consideration of up to NZ$9 million based on
stretching targets for the financial results for the 12 months ended 3 August 2024 and the 12 months
ended 31 March 2026. Contingent consideration was assessed based on the current estimate of the
future performance of the business for the 12 months ended 3 August 2024 as £nil, with NZ$3 million
payable if EBITDA exceeds NZ$3 million, and for the 12 months ended 31 March 2026 as NZ$nil with a
range of NZ$nil to NZ$9 million based on EBITDA performance from NZ$3.5 million to NZ$4 million.
The fair value of contingent consideration is calculated by estimating the future cash flows for the
company based on management’s knowledge of the business and how the current economic
environment is likely to impact performance. If EBITDA for each period for which contingent
consideration is measured is 10% higher than expected, contingent consideration would be £nil
Transaction costs relating to professional fees associated with the business combination in the year
ending 31 July 2024 were £31,000 and have been expensed as cost of business combinations
separately disclosed on the face of the consolidated statement of comprehensive income above
operating profit.
The fair value of the net assets acquired is set out below:
Intangible assets
35
3,976
4,011
Property, plant and equipment
185
–
185
Inventory
875
–
875
Trade and other receivables
130
–
130
Trade and other payables
(627)
–
(627)
Deferred tax liabilities
–
(1,113)
(1,113)
Total identifiable net assets
598
2,863
3,461
Goodwill on the business combination
5,037
Cash consideration
8,498
165 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

15. Business combinations continued
Business combinations in the year ended 31 July 2024 continued
Goodwill of £5,037,000 reflects certain intangibles that cannot be individually separated and reliably
measured due to their nature. These items include the value of expected synergies arising from the
business combination and the experience and skill of the acquired workforce. The fair value of the
acquired tradename and customer base was identified and included in intangible assets.
DVS generated revenue of £7,801,000 and generated a profit after tax of £280,000 in the period from
acquisition to 31 July 2024 that is included in the consolidated statement of comprehensive income for
this reporting period.
If the combination had taken place at 1 August 2023, the Group’s revenue and profit before tax would
have been the same as reported, as the acquisition took place on 4 August 2023.
Business combinations in the year ended 31 July 2023
VMI
On 4 April 2023, Volution Group plc acquired the entire share capital of Ventilairsec (VMI), a company
based in Nantes, France. VMI designs and manufactures a range of residential ventilation systems
focused on a low-carbon positive input ventilation technology known as ‘VMI’. The acquisition
provides Volution with direct access to the French market, one of the largest ventilation markets in
Europe. The acquisition of VMI is in line with the Group’s strategy to grow by selectively acquiring
value-adding businesses in new and existing markets and geographies.
Total consideration for the purchase of the entire issued share capital was £7.9 million (€9.0 million),
net of cash acquired, with a further contingent cash consideration of up to €5 million based on the
performance for the year ended 31 December 2023; £nil consideration was earned or paid.
Transaction costs relating to professional fees associated with the business combination in the year
ended 31 July 2023 were £532,000 and have been expensed as cost of business combinations
separately disclosed on the face of the consolidated statement of comprehensive income above
operating profit.
The fair value of the net assets acquired is set out below:
Intangible assets
1,217
2,369
3,586
Property, plant and equipment
224
–
224
Inventory
1,180
–
1,180
Trade and other receivables
1,445
–
1,445
Trade and other payables
(1,314)
213
(1,101)
Debt
(894)
–
(894)
Deferred tax liabilities
–
(592)
(592)
Cash and cash equivalents
1,371
–
1,371
Total identifiable net assets
3,229
1,990
5,219
Goodwill on the business combination
4,072
Cash consideration
9,291
Goodwill of £4,072,000 reflects certain intangible assets that cannot be individually separated and
reliably measured due to their nature. These items include the value of expected synergies arising from
the business combination and the experience and skill of the acquired workforce. The fair value of the
acquired trade name and customer base was identified and included in intangible assets.
VMI generated revenue of £2,057,000 and profit after tax of £71,000 in the period from the business
combination to 31 July 2023 that are included in the consolidated statement of comprehensive income
in the prior year.
If the combination had taken place at 1 August 2022, the Group’s revenue would have been
£8,272,000 higher and the profit after tax from continuing operations would have been £796,000
higher than reported in the year to 31 July 2023.
Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2024
166 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2024
15. Business combinations continued
Business combinations in the year ended 31 July 2023 continued
I-Vent
On 22 June 2023, Volution Group plc acquired the entire share capital of I-Vent, a company based in
Slovenia and Croatia. I-Vent designs, manufactures and supplies residential ventilation systems, primarily
focused on decentralised heat recovery. The acquisition of I-Vent is in line with the Group’s strategy to
grow by selectively acquiring value-adding businesses in new and existing markets and geographies.
Total consideration for the purchase of the entire issued share capital was £21.7 million (€25.2 million),
net of cash acquired, with a further contingent cash consideration of up to €15.0 million. At the date of
acquisition and at 31 July 2023, contingent consideration was assessed based on the estimate of the
future performance of the business as £nil, with a range and performance thresholds for each of three
years of: year 1 range from €0 to €3,000,000, based on EBITDA performance from €3,600,000
to €4,080,000 for year ended 31/12/23, year 2 range from €0 to €5,000,000, based on EBITDA
performance from €4,080,000 to €5,280,000 for year ended 31/12/24, and year 3 range from €0 to
€7,000,000, based on EBITDA performance from €5,280,000 to €7,5000,000 for year ended 31/12/25.
Transaction costs relating to professional fees associated with the business combination in the year
ended 31 July 2023 were £98,000 and have been expensed as cost of business combinations
separately disclosed on the face of the consolidated statement of comprehensive income above
operating profit.
The fair value of the net assets acquired is set out below:
Intangible assets
55
1,626
1,681
Property, plant and equipment
290
–
290
Inventory
959
–
959
Trade and other receivables
290
–
290
Trade and other payables
(1,011)
–
(1,011)
Deferred tax liabilities
–
(372)
(372)
Cash and cash equivalents
3,099
–
3,099
Total identifiable net assets
3,682
1,254
4,936
Goodwill on the business combination
19,813
Cash consideration
24,749
Goodwill of £19,813,000 reflects certain intangible assets that cannot be individually separated and
reliably measured due to their nature. These items include the value of expected synergies arising from
the business combination, the experience and skill of the acquired workforce, and from the access to
this important and growing market that the acquisition allows. The fair value of the acquired trade name
and customer base was identified and included in intangible assets.
Subsequently, the Group has adjusted prior period balances for contingent consideration liability
and goodwill due to the fair value of the contingent consideration liability and goodwill recognised on
acquisition of I-Vent in 2023 being determined only provisionally. During the 12-month re-measurement
period since acquisition a re-measurement period adjustment was identified, and adjustments to
the contingent consideration liability and goodwill have been recognised by revising comparative
information for the prior period presented in the statement of financial position as if the accounting for
the business combination had been finalised at the acquisition date. Contingent consideration liabilities
in the prior period have been increased by €4,800,000 (£4,115,000) and goodwill on acquisition of
I-Vent has been increased by €4,800,000 (£4,115,000).
I-Vent generated revenue of £621,000 and profit after tax of £31,000 in the period from the business
combination to 31 July 2023 that are included in the consolidated statement of comprehensive income
in the prior year.
If the combination had taken place at 1 August 2022, the Group’s revenue would have been £8,143,000
higher and the profit after tax from continuing operations would have been £2,198,000 higher than reported
in the year to 31 July 2023.
Cash outflows arising from business combinations are as follows:
Cash consideration
8,498
–
Contingent consideration
2,566
–
Deferred payment
1,874
–
Cash consideration
–
9,291
Less: cash acquired with the business
–
(1,371)
Cash consideration
–
24,749
Less: cash acquired with the business
–
(3,099)
Cash consideration
1
–
126
Total
12,938
29,696
Note:
1. During the prior year Volution Group plc purchased a small proportion of shares capital of ClimaRad
for £126,000.
167 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

15. Business combinations continued
Operating cash flows – cost of business combinations:
VMI
35
532
I-Vent
45
98
DVS
31
207
Other potential or aborted business combinations
95
195
Total
206
1,032
16. Inventories
Raw materials and consumables
25,231
27,566
Work in progress
2,257
3,242
Finished goods and goods for resale
25,624
28,172
53,112
58,980
During 2024, £1,320,000 (2023: £970,000) was recognised as cost of sales for inventories written off
in the year.
Inventories are stated net of an allowance for excess, obsolete or slow-moving items which totalled
£5,855,000 (2023: £5,634,000). This provision was split amongst the three categories: £3,363,000
(2023: £3,187,000) for raw materials and consumables; £195,000 (2023: £111,000) for work in progress;
and £2,297,000 (2023: £2,336,000) for finished goods and goods for resale.
17. Trade and other receivables
Trade receivables
45,694
44,968
Allowance for expected credit loss
(514)
(521)
45,180
44,447
Other debtors
5,532
4,323
Prepayments
4,527
3,566
Total
55,239
52,336
Movement in the allowance for expected credit losses is set out below:
At the start of the year
(521)
(772)
Charge for the year
(22)
(39)
Amounts utilised
32
292
Foreign currency adjustment
(3)
(2)
At the end of the year
(514)
(521)
Gross trade receivables are denominated in the following currencies:
Sterling
24,466
25,361
US Dollar
926
723
Euro
9,216
8,165
Swedish Krona
2,830
2,713
New Zealand Dollar
2,720
2,946
Australian Dollar
4,029
3,914
Other
1,507
1,146
Total
45,694
44,968
Net trade receivables are aged as follows:
Current
41,711
40,547
Overdue 0–30 days
2,123
2,500
Overdue 31–60 days
465
598
Overdue 61–90 days
74
349
Overdue more than 90 days
807
453
Total
45,180
44,447
The credit quality of trade receivables that are neither past due nor impaired is assessed by reference
to external credit ratings where available; otherwise, historical information relating to counterparty
default rates are used. The Group continually assesses the recoverability of trade receivables and
the level of provisioning required.
Trade receivables are non-interest bearing and are generally on terms of 30 to 90 days.
Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2024
168 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2024
18. Cash and cash equivalents
Cash and cash equivalents
18,243
21,244
Cash and cash equivalents are denominated in the following currencies:
Sterling
4,933
6,276
Euro
7,102
9,828
US Dollar
485
200
Swedish Krona
(1,942)
34
New Zealand Dollar
2,105
2,240
Australian Dollar
2,183
1,339
Other
3,377
1,327
Total
18,243
21,244
19. Trade and other payables
Trade payables
21,224
23,059
Social security and staff welfare costs
2,030
1,929
Accrued expenses
23,399
22,120
Total
46,653
47,108
Trade payables are non-interest bearing and are normally settled on 60-day terms.
20. Leases
Group as a lessee
Set out below are the carrying amounts of right-of-use assets recognised and movements during
the year:
At 1 August 2023
36,741
66
4,683
41,490
Additions
897
–
776
1,673
Modifications and other
(790)
–
–
(790)
Expiration of leases
(869)
(29)
(535)
(1,433)
Net foreign currency exchange differences
(893)
(6)
(259)
(1,158)
At 31 July 2024
35,086
31
4,665
39,782
At 1 August 2023
9,737
31
1,820
11,588
Charge for the period
3,881
13
844
4,738
Expiration of leases
(869)
(29)
(535)
(1,433)
Net foreign currency exchange differences
(33)
(2)
30
(5)
At 31 July 2024
12,716
13
2,159
14,888
At 31 July 2024
22,370
18
2,506
24,894
169 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

20. Leases continued
At 1 August 2022
29,069
327
3,289
32,685
Additions
2,003
38
1,376
3,417
Remeasurement
4,223
–
–
4,223
Disposals
–
–
(65)
(65)
Expiration of leases
(156)
(93)
(110)
(359)
Net foreign currency exchange differences
1,602
(206)
193
1,589
At 31 July 2023
36,741
66
4,683
41,490
At 1 August 2022
7,320
271
1,527
9,118
Charge for the period
3,286
33
576
3,895
Disposals
–
–
(15)
(15)
Expiration of leases
(156)
(93)
(110)
(359)
Net foreign currency exchange differences
(713)
(180)
(158)
(1,051)
At 31 July 2023
9,737
31
1,820
11,588
At 31 July 2023
27,004
35
2,863
29,902
Set out below are the carrying amounts of lease liabilities (included under interest-bearing loans and
borrowings) and the movements during the year:
At 1 August 2023
29,174
33
2,001
31,208
Additions
897
–
776
1,673
Modifications and other
(790)
–
–
(790)
Interest expense
721
2
40
763
Lease payments
(4,516)
(15)
(1,141)
(5,672)
Foreign exchange movements
(859)
(4)
(290)
(1,153)
At 31 July 2024
24,627
16
1,386
26,029
Current
3,522
8
1,228
4,758
Non-current
21,105
8
158
21,271
At 31 July 2024
24,627
16
1,386
26,029
At 1 August 2022
23,775
36
1,156
24,967
Additions and remeasurement
6,226
38
1,376
7,640
Early termination
–
–
(65)
(65)
Interest expense
599
3
33
635
Lease payments
(3,778)
(41)
(663)
(4,482)
Foreign exchange movements
2,352
(3)
164
2,513
At 31 July 2023
29,174
33
2,001
31,208
Current
3,599
14
141
3,754
Non-current
25,575
19
1,860
27,454
At 31 July 2023
29,174
33
2,001
31,208
Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2024
170 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2024
20. Leases continued
The following are amounts recognised in the statement of comprehensive income:
Depreciation expense of right-of-use assets (cost of sales)
2,904
2,507
Depreciation expense of right-of-use assets (administrative expenses)
1,834
1,388
Interest expense
763
635
21. Other financial liabilities
At 1 August 2023
330
8,877
4,115
7,720
21,042
Re-measurement of financial liabilities
–
870
–
–
870
consideration
–
6,599
(1,529)
(316)
4,754
Consideration paid
–
–
(2,566)
(1,874)
(4,440)
Foreign exchange
(138)
–
(20)
–
(158)
At 31 July 2024
192
16,346
–
5,530
22,068
Current
192
16,346
–
5,530
22,068
Non-current
–
–
–
–
–
Total
192
16,346
–
5,530
22,068
At 1 August 2022
–
7,052
7,080
14,132
Further consideration recognised
–
–
4,131
–
4,131
Re-measurement of financial liabilities
–
(54)
–
–
(54)
consideration
–
1,879
640
2,519
Foreign exchange movements
330
–
(16)
–
314
At 31 July 2023
330
8,877
4,115
7,720
21,042
Current
330
–
2,571
–
2,901
Non-current
–
8,877
1,544
7,720
18,141
At 31 July 2023
330
8,877
4,115
7,720
21,042
The fair value of contingent consideration is calculated by estimating the future cash flows for the
acquired company These estimates are based on management’s knowledge of the business and how
the current economic environment is likely to impact performance. The relevant future cash flows are
dependent on the specific terms of the sale and purchase agreement. For non-current liabilities due
more than one year from the balance sheet date, the assessed contingent liability is discounted using
the discount rates for the relevant CGU (note 13).
Current
On 17 December 2020, Volution Group plc acquired 75% of the issued share capital of ClimaRad Holding
B.V. and subsidiaries (ClimaRad), a company based in the Netherlands. Total consideration for the purchase
of 75% of the issued share capital was €41,100,000 (£37,100,000) with a commitment to purchase the
remaining 25% on or before 28 February 2025. The future consideration for the purchase of the remaining
25% is set at 25% of 13 times the EBITDA of ClimaRad for the financial year ended 31 December 2024, plus
the non-controlling interest share of profits earned in the periods up to and including 31 December 2024,
less interest and principal on the Vendor loan already paid, and is subject to a cap of €100 million. The
expected value of the future consideration is partially in the form of a vendor loan of €11,600,000
(£9,605,000) payable to certain individuals including the co-founder and management team of ClimaRad
on completion of the purchase of the remaining 25% on or before 28 February 2025, and an additional
element of contingent consideration. The contingent consideration at 31 July 2024 was assessed based on
the current estimate of the future performance of the business as £16,346,000, discounted to present
value (2023: £8,877,000).
171 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

21. Other financial liabilities continued
Current continued
The liability has increased significantly, largely as a result of increasing the estimate of expected
EBITDA performance for the year ended 31 December 2024 (as well as the impact of unwinding the
discounted amount by one year). At 31 July 2023, a sensitivity analysis concluded that the valuation of
this contingent consideration was not a major source of estimation uncertainty at that date. However,
EBITDA performance for the current period was beyond the sensitivities considered reasonable at
31 July 2023. Given the short period of time remaining in the assessment year to 31 December 2024,
the Group considers a 10% EBITDA variance sensitivity appropriate at 31 July 2024. If actual EBITDA
for the year ended 31 December 2024 varies by 10% from the estimate, the contingent consideration
would vary by approximately £2,400,000.
On 9 September 2021, Volution Group plc acquired 100% of the issued share capital of ERI
Corporation DOO Bitola (North Macedonia), ERI Corporation S.R.L. (Italy) and Energy Recovery
Industries Trading SLU (Spain) and 51% of the issued share capital of Energy Recovery Industries
Corporation Ltd (UK). On 14 October 2022, Volution Group plc acquired the remaining 49% of
the issued share capital of Energy Recovery Industries Corporation Ltd (UK). The contingent
consideration at 31 July 2024 was assessed based on the current estimate of the future performance
of the business as £5,530,000 (2023: £7,720,000), with a range from €0 to €12,400,000, based on
EBITDA performance from €4,500,000 to €8,500,000 for year ended 31 December 2024. If actual
EBITDA for the year ended 31 December 2024 varies by 10% from the estimate, the contingent
consideration would vary by approximately £1,700,000.
The contingent consideration at 31 July 2024 related to the acquisition of I-Vent was assessed as £Nil
(2023:£4,115,000), the reduction being the result of the €3,000,000 related to year 1 performance
being paid in March 2024 and the €2,000,000 related to year 2 performance being reduced to £Nil as
a result of a change in the estimate of performance for year 2 (the year ended 31 December 2024). The
strong finish to calendar year 2023 was followed by a more difficult trading period in spring/summer
2024 as a result of the introduction of local competition from April 2024 which caused some disruption
in the local market. Although performance has since improved, the Group estimate that the previously
expected performance for the year 2 and year 3 measurement years will not be achieved.
If the forecast EBITDA for year 2 and year 3 were 10% higher, the contingent consideration would
remain Nil. The forecast EBITDA for year 2 and 3 would need to increase by c60% for the contingent
consideration threshold to be met.
The foreign exchange forward contracts are carried at their fair value with the gain or loss being
recognised in the Group’s consolidated statement of comprehensive income. Refer to note 27 for
the fair value hierarchy the Group uses to determine the fair value of financial instruments.
22. Interest-bearing loans and borrowings
2024
2023
facility (maturing 2025)
–
49,794
–
79,369
Cost of arranging bank loan
–
–
–
(692)
–
49,794
–
78,677
Lease liabilities (note 20)
4,758
21,271
3,754
27,454
Other loans
–
565
–
802
ClimaRad vendor loan
9,605
–
–
9,771
Total
14,363
71,630
3,754
116,704
Revolving credit facility – at 31 July 2024
frequency
Rate %
GBP
–
2 December 2025
One payment
SONIA + margin%
Euro
49,794
2 December 2025
One payment
EURIBOR + margin%
Swedish Krona
–
2 December 2025
One payment
STIBOR + margin%
Total
49,794
Revolving credit facility – at 31 July 2023
frequency
Rate %
GBP
–
2 December 2025
One payment
SONIA + margin%
Euro
79,369
2 December 2025
One payment
EURIBOR + margin%
Swedish Krona
–
2 December 2025
One payment
STIBOR + margin%
Total
79,369
On 9 September 2024, the Group refinanced its bank debt. The Group now has in place a £230 million
multi-currency ‘Sustainability Linked Revolving Credit Facility’, together with an accordion of up to
£70 million. The facility matures in September 2027, with the option to extend for up to two additional
years. The old facility was repaid in full early, on 11 September 2024, and a new multi-currency
‘Sustainability Linked Revolving Credit Facility’ was entered into.
The interest rate on borrowings includes a margin that is dependent on the consolidated leverage level
of the Group in respect of the most recently completed reporting period. For the year ended 31 July
2024, Group leverage was below 1.0:1 and therefore the margin will remain at 1.25%. (31 July 2023:
Group leverage was below 1.0:1 with the margin at 1.25%).
At 31 July 2024, the Group had £100,200,000 (2023: £70,631,000) of its multi-currency revolving
credit facility unutilised, plus an unutilised accordion of up to £30,000,000.
Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2024
172 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2024
22. Interest-bearing loans and borrowings continued
Changes in liabilities arising from financing activities
Non-current interest-bearing loans and
borrowings (excluding lease liabilities)
79,369
(28,451)
(1,124)
–
–
49,794
combination of VMI (see note 15)
802
(237)
–
–
–
565
Lease liabilities
31,208
(5,672)
(1,153)
883
763
26,029
ClimaRad vendor loan
9,771
–
(166)
–
–
9,605
activities
121,150
(34,360)
(2,443)
883
763
85,993
Non-current interest-
bearing loans and
borrowings (excluding
lease liabilities)
74,351
3,710
1,308
–
–
–
79,369
Debt related to the
business combination
of VMI (see note 15)
–
(92)
–
–
894
–
802
Lease liabilities
24,967
(4,482)
2,513
7,640
–
570
31,208
ClimaRad vendor loan
9,557
–
214
–
–
–
9,771
Total liabilities from
financing activities
108,875
(864)
4,035
7,640
894
570
121,150
23. Provisions
At 1 August 2023
1,625
467
2,092
Arising during the year
1,869
6
1,875
Utilised
(1,674)
–
(1,674)
Foreign currency adjustment
(24)
–
(24)
At 31 July 2024
1,796
473
2,269
Current
1,400
50
1,450
Non-current
396
423
819
Total
1,796
473
2,269
At 1 August 2022
1,540
463
2,003
Arising during the year
1,873
15
1,888
Utilised
(1,811)
–
(1,811)
Foreign currency adjustment
23
(11)
12
At 31 July 2023
1,625
467
2,092
Current
1,381
410
1,791
Non-current
244
57
301
Total
1,625
467
2,092
Product warranties
A provision is recognised for warranty costs expected to be incurred in the following 12 months on
products sold during the year and in prior years. Product warranties are typically one to two years;
however, based on management’s knowledge of the products, claims in relation to warranties after
more than 12 months are rare and highly immaterial.
Property dilapidations
A provision has been recognised for dilapidations relating to obligations under leases for leasehold
buildings and will be payable at the end of the lease term.
173 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

24. Authorised and issued share capital and reserves
At 31 July 2023 and 31 July 2024
200,000,000
2,000
11,527
The 200,000,000 authorised ordinary shares of £0.01p each.
At 31 July 2024, a total of 2,151,214 (2023: 2,471,100) ordinary shares in the Company were held by the
Volution EBT, all of which were unallocated and available for transfer to participants of the Long Term
Incentive Plan, Deferred Share Bonus Plan and Sharesave Plan on exercise. During the year, 700,000
ordinary shares in the Company were purchased by the trustees (2023: 550,000) and 1,019,886
(2023: 262,565) were released by the trustees at £3,942,724 (2023: £973,960). The market value
of the shares at 31 July 2024 was £11,767,140 (2023: £9,923,938).
The Volution EBT has agreed to waive its rights to dividends.
25. Deferred tax liabilities
of capital allowances
(2,896)
64
–
–
–
(2,832)
Fair value movements of
derivative financial
instruments
123
(52)
–
–
–
71
Development costs,
customer base, trademark
and patents
(15,147)
1,816
–
216
(1,113)
(14,228)
Unutilised tax losses
1
27
–
–
–
28
differences
1,275
45
–
(4)
–
1,316
Share-based payments
3,307
96
(380)
–
–
3,023
Deferred tax assets
(13,337)
1,996
(380)
212
(1,113)
(12,622)
Depreciation in advance of
capital allowances
(1,714)
(1,180)
–
(2)
–
(2,896)
Fair value movements of
derivative financial
instruments
(182)
305
–
–
–
123
Development costs,
customer base, trademark
and patents
(16,464)
2,142
–
139
(964)
(15,147)
Unutilised tax losses
63
(62)
–
–
–
1
differences
1,125
208
–
(58)
–
1,275
Share-based payments
2,950
93
264
–
–
3,307
Deferred tax liability
(14,222)
1,506
264
79
(964)
(13,337)
26. Dividends paid and proposed
Interim dividend for 2024: 2.80 pence per share (2023: 2.50 pence)
5,538
4,942
Final dividend for 2024: 6 . 20 pence per share (2023: 5. 5 0 pence)
12,267
10,879
An interim dividend payment of £5,538,000 is included in the consolidated statement of cash flows
(2023: £4,942,000).
A final dividend payment of £10,879,000 is included in the consolidated statement of cash flows
relating to 2023 (2023: £9,891,000).
The proposed final dividend on ordinary shares is subject to approval at the Annual General Meeting
and is not recognised as a liability at 31 July 2024.
There are no income tax consequences attached to the payment of dividends in either 2024 or 2023
by the Group to its shareholders.
Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2024
174 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2024
27. Risk management
Derivative financial instruments
The Group uses forward foreign currency contracts to reduce exposure to foreign exchange risk.
Forward foreign currency contracts
The Group’s purchases in foreign currencies, net of Group sales in those currencies, represent
approximately 7% (2023: 10%) of total material and component purchases. Each quarter the Group
enters into forward exchange contracts for the purchase of the budgeted monthly net expenditure in
US Dollars for the following rolling 12–15 months. Hedge accounting is not applied for these derivatives.
The Group’s criteria for entering into a forward foreign currency contract would require that the
instrument must:
• be related to anticipated foreign currency commitment;
• involve the same currency as the foreign currency commitment; and
• reduce the risk of foreign currency exchange movements on the Group’s operations.
Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate
because of changes in market prices. Market risk comprises three types of risk: interest rate risk,
currency risk and other price risks, such as equity price risk and commodity risk.
The Group’s exposure is primarily to the financial risks of changes in foreign currency exchange rates
and interest rates. The Group enters into derivative financial instruments to manage its exposure to
these risks when appropriate.
At 31 July 2024, the Group had commitments under forward foreign exchange contracts with varying
settlement dates to 3 July 2025 (2023: 5 July 2024). See note 21 for fair values.
Sensitivity analysis
The Group recognises that movements in certain risk variables (such as interest rates or foreign
exchange rates) might affect the value of its derivatives and also the amounts recorded in its equity in
the overseas entities and its statement of comprehensive income for the period. Therefore the Group
has assessed:
• what would be reasonably possible changes in the risk variables at the end of the reporting
period; and
• the effects on profit or loss and equity if such changes in the risk variables were to occur.
Interest rate risk
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on
the Group’s floating rate loans and borrowings which at the relevant reporting dates are not hedged.
With all other variables being constant the Group’s profit before tax is affected through the impact on
floating rate borrowings as follows. There is only an immaterial impact on the Group’s equity.
Sterling
+25
–
Swedish Krona
+25
–
Euro
+25
(124)
Sterling
+25
–
Swedish Krona
+25
–
Euro
+25
(198)
The assigned movement in basis points for interest rate sensitivity analysis is based upon the currently
observable market environment.
The Group’s cash balances are held in bank current accounts and earn immaterial levels of interest.
Management has concluded that any changes in the SONIA and STIBOR rates will have an immaterial
impact on interest income earned on the Group’s cash balances. No interest rate sensitivity has been
included in relation to the Group’s cash balances.
175 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

27. Risk management continued
Foreign currency risk
The Group’s exposure to foreign exchange risk primarily arises when revenue and expenses are
denominated in a different currency from the Group’s presentational currency and translated into GBP
for consolidation into the Group’s results. Foreign exchange risk also arises when the individual entities
enter into transactions that are not denominated in their functional currency.
The following tables illustrate the impact of several changes to the spot GBP/USD, GBP/EUR, GBP/SEK,
GBP/DKK, GBP/NZD and GBP/AUD exchange rates of +5% weakening of GBP. The tables below reflect
the impact on profit before tax and equity if those changes were to occur. Only the impact of changes
in the SEK, USD, EUR, DKK, NZD and AUD denominated balances has been considered as these are the
most significant non-GBP denominations used by the Group.
Swedish Krona
5%
519
488
US Dollar
5%
(255)
(245)
Euro
5%
642
900
Danish Krone
5%
17
23
New Zealand Dollar
5%
261
304
Australian Dollar
5%
294
242
Swedish Krona
5%
(752)
(703)
Euro
5%
582
481
Danish Krone
5%
45
47
New Zealand Dollar
5%
(232)
(202)
Australian Dollar
5%
(38)
(9)
Hedge of net investments in foreign operations
The Euro denominated loans at 31 July 2024, which can be found in note 22, have been designated as
a hedge of the net investments in the subsidiaries in Europe. The borrowing is being used to hedge the
Group’s exposure to the Euro foreign exchange risk on these investments. Gains or losses on the
retranslation of this borrowing are transferred to other comprehensive income to offset any gains or
losses on translation of the net investments in the subsidiaries.
There is an economic relationship between the hedged items and the hedging instrument as the net
investments create a translation risk that will match the foreign exchange risk on the borrowing. The
underlying risk of the hedging instrument is identical to the hedged risk component. The hedging gain
recognised in other comprehensive income before tax is equal to the change in fair value used for
measuring effectiveness. There is no ineffectiveness recognised in profit or loss and we do not expect
there to be any.
Liquidity risk
Liquidity risk for the Group arises from the management of working capital commitments and meeting
its financial obligations as they fall due. The Group’s policy is to regularly review cash flow forecasts/
projections as well as information regarding cash balances to ensure that it has significant cash to
allow it to meet its liabilities when they become due.
The Group reviews its long-term funding requirements in parallel with its long-term strategy, with an
objective of aligning both in a timely manner. At the reporting date, forecasts indicate that the Group
is expected to have sufficient liquidity to meet its financial obligations for at least the next three years.
The tables below summarises the maturity profile of the Group’s significant undiscounted financial
liabilities at 31 July 2024.
(excluding interest and lease liabilities)
–
49,794
–
49,794
Lease liabilities
5,196
12,274
10,708
28,178
ClimaRad vendor loan
9,605
–
–
9,605
Forward foreign currency exchange outflow
17,127
–
–
17,127
Forward foreign currency exchange inflow
(16,935)
–
–
(16,935)
Contingent consideration – ClimaRad BV
18,054
–
–
18,054
Contingent consideration – ERI
5,900
–
–
5,900
Trade payables and other accrued expenses
44,623
–
–
44,623
83,570
62,068
10,708
156,346
Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2024
176 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2024
27. Risk management continued
Liquidity risk continued
The tables below summarises the maturity profile of the Group’s significant undiscounted financial
liabilities at 31 July 2023.
(excluding interest and lease liabilities)
–
79,369
–
79,369
Lease liabilities
4,602
13,382
13,900
31,884
ClimaRad vendor loan
–
9,771
–
9,771
Forward foreign currency exchange outflow
15,380
–
–
15,380
Forward foreign currency exchange inflow
(15,050)
–
–
(15,050)
Contingent consideration – ClimaRad BV
–
12,800
–
12,800
Contingent consideration – ERI
1,900
6,900
–
8,800
Trade payables and other accrued expenses
45,179
–
–
45,179
52,011
122,222
13,900
188,133
Fair values of financial assets and financial liabilities
There are no material differences between the book values and fair values for any of the Group’s
financial instruments carried at amortised cost. Derivative financial instruments have all been valued
using other techniques, for which all inputs that have a significant effect on the recorded fair value are
observable, either directly or indirectly.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty fails to meet its
contractual obligations under a financial instrument or customer contract, leading to a financial loss.
The Group is mainly exposed to credit risk from its operating activities (primarily for trade receivables
– credit sales) and from cash and cash equivalents and deposits with banks and financial institutions
and other financial instruments.
Trade receivables
Customer credit risk is managed by each business unit subject to the Group’s established policy,
procedures and control relating to customer credit risk management. Credit quality of a customer
is assessed based on an extensive credit rating scorecard and individual credit limits are defined in
accordance with this assessment. Outstanding customer receivables and contract assets are regularly
monitored and any shipments to major customers are generally covered by credit insurance obtained
from reputable banks and other financial institutions.
An impairment analysis is performed at each reporting date using a provision matrix to measure
expected credit losses. The provision rates are based on days past due for groupings of various
customer segments with similar loss patterns (i.e. by geographical region, product type, customer
type and rating, and coverage by credit insurance). The calculation reflects the probability-weighted
outcome, the time value of money and reasonable and supportable information that is available at the
reporting date about past events, current conditions and forecasts of future economic conditions.
Generally, trade receivables are written off if past due for more than one year and are not subject to
enforcement activity. The maximum exposure to credit risk at the reporting date is the carrying value
of each class of financial asset disclosed in note 17. The Group does not hold collateral as security.
The credit insurance is considered an integral part of trade receivables and considered in the
calculation of impairment.
Set out below is the information about the credit risk exposure on the Group’s trade receivables and
contract assets using a provision matrix:
Expected credit loss rate
<0.2%
<0.1%
1.1%
8.6%
35.0%
Estimated total gross
carrying amount at default
42,089
2,125
470
81
1,241
46,006
Expected credit loss
66
2
5
7
434
514
Expected credit loss rate
<0.1%
<0.1%
1.5%
5.1%
50.4%
Estimated total gross
carrying amount at default
40,577
2,502
607
368
914
44,968
Expected credit loss
30
2
9
19
461
521
177 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

27. Risk management continued
Financial instruments and cash deposits
Credit risk from balances with banks and financial institutions is managed in accordance with the
Group’s policy. The Group deposits cash with reputable financial institutions, from which management
believes the possibilities of loss to be remote. The Group’s maximum exposure to credit risk for the
components of the statement of financial position at 31 July 2024 and 2023 is the carrying amount.
The Group’s maximum exposure to derivative financial instruments is noted in either note 21 or in the
liquidity tables on pages 175 and 176.
Capital risk management
The primary objective of the Group’s capital management policy is to ensure that it has the capital
required to operate and grow the business at a reasonable cost of capital without incurring undue
financial risks. The Board periodically reviews its capital structure to ensure it meets changing business
needs. The Group defines its capital as its share capital (excluding treasury shares), share premium
account, foreign currency translation reserves and retained earnings. In addition, the Directors consider
the management of debt to be an important element in controlling the capital structure of the Group.
The Group may carry significant levels of long-term structural and subordinated debt to fund acquisitions
and has arranged debt facilities to allow for fluctuations in working capital requirements. There have
been no changes to the capital management policy in the current period. Management manages capital
on an ongoing basis to ensure that covenant requirements on third party debt are met.
Fair value hierarchy
The Group uses the following hierarchy for determining and disclosing the fair value of financial
instruments by valuation technique:
• Level 1 – quoted (unadjusted) prices in active markets for identical assets or liabilities;
• Level 2 – other techniques for which all inputs that have a significant effect on the recorded fair
value are observable, either directly or indirectly; and
• Level 3 – techniques which use inputs which have a significant effect on the recorded fair value that
are not based on observable market data.
Financial instruments carried at fair value comprise the derivative financial instruments in note 21 and
the contingent consideration in notes 15 and 21.
For hierarchy purposes derivative financial instruments are deemed to be Level 2 as external valuers
are involved in the valuation of these contracts. Their fair value is measured using valuation techniques
including the DCF model. Inputs to this calculation include the expected cash flows in relation to these
derivative contracts and relevant discount rates. Contingent consideration is deemed to be Level 3;
see note 21 for details on the valuation techniques used to measure the fair value.
28. Related party transactions
Transactions between Volution Group plc and its subsidiaries, and transactions between subsidiaries,
are eliminated on consolidation and are not disclosed in this note. A breakdown of transactions
between the Group and its related parties is disclosed below.
No related party loan note balances exist at 31 July 2024 or 31 July 2023.
There were no material transactions or balances between the Company and its key management
personnel or members of their close family other than the compensation shown below. At the end
of the period, key management personnel did not owe the Company any amounts.
The Companies Act 2006 and the Directors’ Remuneration Report Regulations 2013 require certain
disclosures of Directors’ remuneration. The details of the Directors’ total remuneration are provided
in the Directors’ Remuneration Report (see pages 117 to 129).
Compensation of key management personnel
Short-term employee benefits
4,888
3,886
Share-based payment charge (see note 31)
904
1,003
Total
5,792
4,889
Key management personnel is defined as the CEO, the CFO and the 15 (2023: 14) individuals who
report directly to the CEO.
The Group also incurred fees and expenses of £414,000 (2023: £400,000) in respect of Claire Tiney,
Amanda Mellor, Nigel Lingwood, Margaret Amos and Jonathan Davis for their services as Non-
Executive Directors.
Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2024
178 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2024
29. Group structure details
At 31 July 2024, Volution Group plc held 100% of the voting shares of the following subsidiaries:
Group company
Principal activity
Windmill Topco Limited
1
Intermediate holding company
England
Volution Holdings Limited
1
Intermediate holding company
England
Energy Technique Limited
1
Intermediate holding company
England
Windmill Midco Limited
1
Intermediate holding company
England
Windmill Cleanco Limited
1
Intermediate holding company
England
Windmill Bidco Limited
1
Intermediate holding company
England
Manrose Manufacturing Limited
1
Non-trading
England
Volution Ventilation Group Limited
1
Intermediate holding company
England
Torin-Sifan Limited
1
Original equipment manufacturer
England
Anda Products Limited
1
Non-trading
England
Axia Fans Limited
1
Non-trading
England
Roof Units Limited
1
Non-trading
England
Torin Limited
1
Non-trading
England
Vent-Axia Limited
1
Non-trading
England
Vent-Axia Clean Air Systems Limited
1
Non-trading
England
Vent-Axia Group Limited
1
HR services to Group
England
ET Environmental Limited
1
Non-trading
England
Diffusion Environmental Systems Limited
1
Non-trading
England
NVA Services Limited
1
Non-trading
England
SW National Ventilation Limited
1
Non-trading
England
Airtech Humidity Controls Limited
1
Non-trading
England
Sens-Air Limited
1
Non-trading
England
Breathing Buildings Limited
1
Non-trading
England
Volution Ventilation UK Limited
1
Ventilation products
England
Volution Holdings Sweden AB
2
Intermediate holding company
Sweden
Volution Sweden AB
2
Ventilation products
Sweden
VoltAir System AB
3
Ventilation products
Sweden
Volution Norge AS
4
Ventilation products
Norway
inVENTer GmbH
5
Ventilation products
Germany
Volution Management Holdings GmbH
5
Intermediate holding company
Germany
Volution Deutschland Real Estate GmbH
5
Property holding company
Germany
Group company
Principal activity
Ventilair Group International
6
Intermediate holding company
Belgium
Ventilair Group Belgium BVBA
6
Ventilation products
Belgium
Ventilair Group Netherlands B.V.
7
Ventilation products
Netherlands
Vent-Axia B.V.
7
Ventilation products
Netherlands
Simx Limited
8
Ventilation products
New Zealand
Volution Ventilation New Zealand Limited
8
Intermediate holding company
New Zealand
Oy Pamon Ab
9
Ventilation products
Finland
Air Connection ApS
10
Ventilation products
Denmark
Ventair Pty Limited
11
Ventilation products
Australia
ERI Corporation DOO Bitola
12
Ventilation products
North Macedonia
ERI Corporation SRL
13
Ventilation products
Italy
Energy Recovery Industries Trading SLU
14
Ventilation products
Spain
Limited
1
Ventilation products
UK
Ventilairsec
15
Ventilation products
France
Neosfair
15
Ventilation products
France
I-VENT doo
16
Ventilation products
Slovenia
Lunos Hrvatska d.o.o
17
Ventilation products
Croatia
DVS
8
Ventilation products
New Zealand
Registered offices
1. Fleming Way, Crawley, West Sussex RH10 9YX.
2. Gransholmsvägen 136, 35599 Gemla, Sweden.
3. Box 7033, 12107 Stockholm-Globen, Sweden.
4. Professor Birkelands vei 24B, 1081 Oslo, Norway.
5. Ortsstraße 4a 07751 Löberschütz, Germany.
6. Pieter Verhaeghestraat 8, 8520 Kuurne, Belgium.
7. Kerver 16, 5521 DB Eersel, the Netherlands.
8. 1 Haliday Place, East Tamaki, Auckland, 2013, New Zealand.
9. Keskikankaantie 17, 15680 Hollola, Finland.
10. Rude Havvej 17B, DK-8300 Odder, Denmark.
11. 4 Capital Pl, Carrum Downs VIC 3201, Australia.
12. BURSA 124 7000, Bitola, North Macedonia.
13. Via Modigliani 90 81031 Aversa, Italy.
14. Calle Pere Dezcallar I Net 11 Planta 2, 07003 Palma De Mallorca Illes Balears, Spain.
15. 16 Rue des Imprimeurs, 44220 Couëron, France.
16. Robbova ulica 2, 1000 Ljubljana, Slovenia.
17. Zagreb (Grad Zagreb), Samoborska cesta 153A, Croatia.
179 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

29. Group structure details continued
At 31 July 2024, Volution Group plc held 75.65% of the voting shares of the following subsidiaries:
Group company
Principal activity
Volution Ventilation Holdings B.V.
1
Intermediate holding company
Netherlands
ClimaRad Holding B.V
.1
Intermediate holding company
Netherlands
ClimaRad BV
1
Ventilation products
Netherlands
ClimaRad d.o.o
2
Ventilation products
Bosnia
Registered offices
1. Lübeckstraat 25, 7575 EE Oldenzaal, the Netherlands.
2. Kamenolom 10, 71215 Blazuj, Sarajevo, Bosnia and Herzegovina.
Torin-Sifan Limited, Volution Holdings Limited, Volution Ventilation Group Limited, Vent-Axia Group
Limited and Energy Recovery Industries Corporation Limited are exempt from the requirements of the
Companies Act 2006 relating to the audit of individual accounts by virtue of Section 479A of that Act.
30. Commitments and contingencies
Commitments for the acquisition of property, plant and equipment as of 31 July 2024 are £626,000
(2023: £582,000).
31. Share-based payments
The Company operates a share-based incentive scheme for Directors and key employees, known as
the Volution Long Term Incentive Plan (LTIP). Share options were granted in March 2018, October 2018
and October 2019; these nil-cost options normally vest after three years assuming continuing
employment with the Company. The extent to which the options will vest is dependent upon the
Company’s performance over a three-year period set at the date of grant. The vesting of the awards
will be determined by the Company’s relative total shareholder return (TSR) performance and EPS
growth. The TSR element of the options granted has been valued using the Group’s share price
volatility, the correlation between the share price movements of TSR comparators and the relevant
vesting schedule.
2024
2023
Outstanding at 1 August
3,639,160
2,954,091
Granted during the year
696,754
920,834
Dividend equivalent added on vesting
30,409
28,355
Exercised during the year
(1,050,589)
(187,697)
Lapsed during the year
(82,757)
(76,423)
Outstanding at 31 July
3,232,977
3,639,160
The weighted average exercise price for all options is £nil.
The total number of options granted in the year were 696,754 (2023: 920,834), of the total number
of options outstanding at 31 July 2024, 1,552,724 had vested and were exercisable.
The weighted average fair value of each option granted during the year was £3.75 (2023: £3.02).
The weighted average remaining contractual life for the share options outstanding as at 31 July 2024
was 7.0 years (2023: 7.5 years).
The following information is relevant in the determination of the fair value of options granted during the
year under the LTIP:
Option pricing model used
Monte Carlo
Weighted average share price at grant date (£)
3.75
Exercise price (£)
nil
Expected dividend yield (£)
nil
Expected life (years)
3
Expected volatility
38.4%
Risk-free interest rate
4.5%
The volatility assumption, measured at the standard deviation of expected share price returns, is based
on a statistical analysis of share prices over a period commensurate with the expected life of the option.
The share-based remuneration expense comprises:
Equity-settled schemes
1,200
1,357
1,200
1,357
The Group did not enter into any share-based payment transactions with parties other than employees
during the current or previous periods.
32. Events after the reporting period
After the year end, on 10 September 2024, the Group refinanced its bank debt. The Group now has
in place a £230 million multi-currency “Sustainability Linked Revolving Credit Facility”, together with
an accordion of up to £70 million. The facility matures in September 2027, with the option to extend
for up to two additional years. The old facility was repaid in full early, on 11 September 2024, and a
new multi-currency “Sustainability Linked Revolving Credit Facility” was entered into.
After the year-end, on 20 September 2024, the Group signed an agreement to acquire Fantech for an
initial consideration of AUD$220 million (£113.4 million) on a debt free cash free basis, with further non
contingent consideration of AUD$60 million (£30.9 million) payable twelve months after the
completion date. Conditions to completion of the transaction include anti-trust approvals which we are
optimistic will be satisfied within approximately two to three months of signing.
Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2024
180 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

33. Glossary of terms
Adjusted basic and diluted EPS: calculated by dividing the adjusted profit/(loss) for the period
attributable to ordinary equity holders of the parent by the weighted average number of ordinary
shares outstanding during the period.
Diluted earnings per share amounts are calculated by dividing the adjusted net profit/(loss) attributable
to ordinary equity holders of the parent by the weighted average number of ordinary shares
outstanding during the period plus the weighted average number of ordinary shares that would be
issued on conversion of any dilutive potential ordinary shares into ordinary shares. There are 2,143,783
dilutive potential ordinary shares at 31 July 2024 (2023: 3,365,875).
Adjusted EBITA: adjusted operating profit before amortisation.
Adjusted EBITDA: adjusted operating profit before depreciation and amortisation.
Adjusted finance costs: finance costs before net gains or losses on financial instruments at fair value
and the exceptional write-off of unamortised loan issue costs upon refinancing.
Adjusted operating cash flow: adjusted EBITDA plus or minus movements in operating working
capital, less net investments in property, plant and equipment and intangible assets.
Adjusted operating profit: operating profit before exceptional operating costs, release of contingent
consideration and amortisation of assets acquired through business combinations.
Adjusted profit after tax: profit after tax before exceptional operating costs, release of contingent
consideration, exceptional write-off of unamortised loan issue costs upon refinancing, net gains, or
losses on financial instruments at fair value, amortisation of assets acquired through business
combinations and the tax effect on these items.
Adjusted profit before tax: profit before tax before exceptional operating costs, release of
contingent consideration, exceptional write-off of unamortised loan issue costs upon refinancing,
net gains, or losses on financial instruments at fair value and amortisation of assets acquired through
business combinations.
Adjusted tax charge: the reported tax charge less the tax effect on the adjusted items.
CAGR: compound annual growth rate.
Cash conversion: calculated by dividing adjusted operating cash flow by adjusted EBITA.
Constant currency: to determine values expressed as being at constant currency we have converted
the income statement of our foreign operating companies for the year ended 31 July 2024 at the
average exchange rate for the year ended 31 July 2023. In addition, we have converted the UK
operating companies’ sale and purchase transactions in the year ended 31 July 2024, which were
denominated in foreign currencies, at the average exchange rates for the year ended 31 July 2023.
EBITA: profit before net finance costs, tax, and amortisation.
EBITDA: profit before net finance costs, tax, depreciation, and amortisation.
Net debt: bank borrowings and lease liabilities less cash and cash equivalents.
Operating cash flow: EBITDA plus or minus movements in operating working capital, less share-based
payment expense, less net investments in property, plant and equipment and intangible assets.
ROIC: measured as adjusted operating profit for the year divided by average net assets adding back
net debt, acquisition-related liabilities, and historic goodwill and acquisition-related amortisation
charges (net of the associated deferred tax).
Notes to the Consolidated Financial Statements continued
For the year ended 31 July 2024
181 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Parent Company Statement of Financial Position
At 31 July 2024
Notes
2024
£000
2023
£000
ASSETS
Non-current assets
Property, plant and equipment 4 110 140
Investments 5 199,322 199,322
Deferred tax asset 6 3,423 3,417
Total non-current assets 202,855 202,879
Current assets
Other receivables and prepayments 7 121,937 135,160
Cash and short-term deposits 469 1,118
Total current assets 122,406 136,278
Total assets 325,261 339,157
LIABILITIES
Current liabilities
Trade and other payables 9 (24,291) (24,461)
Other current financial liabilities 8 (313) (433)
Total current liabilities (24,604) (24,894)
Non-current liabilities
Interest-bearing loans and borrowings 10 (49,794) (78,677)
Total non-current liabilities (49,794) (78,677)
Total liabilities (74,398) (103,571)
Net assets 250,863 235,586
Notes
2024
£000
2023
£000
Capital and reserves
Share capital 11 2,000 2,000
Share premium 11,527 11,527
Treasury shares (2,250) (2,390)
Share-based payment reserve 5,200 5,357
Capital reserve (273) (273)
Retained earnings 234,659 219,365
Total equity 250,863 235,586
As permitted by Section 408 of the Companies Act 2006, the Company’s income statement has not
been included in these financial statements.
The Company’s profit for the year ended 31 July 2024 was £33.4 million (2023: £27.5 million).
The financial statements on pages 182 to 189 of Volution Group plc (registered number: 09041571)
were approved by the Board of Directors and authorised for issue on 9 October 2024.
On behalf of the Board
Ronnie George Andy O’Brien
Chief Executive Officer Chief Financial Officer
9 October 2024 9 October 2024
182 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Parent Company Statement of Changes in Equity
For the year ended 31 July 2024
Share
capital
£000
Share
premium
£000
Treasury
shares
£000
Share-based
payment
reserve
£000
Capital
reserve
£000
Retained
earnings
£000
Total
£000
At 1 August 2022 2,000 11,527 (3,574) 4,910 (273) 208,312 222,902
Profit for the year – – – – – 27,515 27,515
Total comprehensive income – – – – – 27,515 27,515
Share-based payment – – – 1,826 – – 1,826
Purchase of own shares – – (1,834) – – – (1,834)
Vesting of shares – – 3,018 (1,379) – (1,639) –
Dividends paid – – – – – (14,823) (14,823)
At 1 August 2023 2,000 11,527 (2,390) 5,357 (273) 219,365 235,586
Profit for the year – – – – – 33,370 33,370
Total comprehensive income – – – – – 33,370 33,370
Share-based payment – – – 1,056 – – 1,056
Purchase of own shares – – (2,732) – – – (2,732)
Vesting of shares – – 2,872 (1,213) – (1,659) –
Dividends paid – – – – – (16,417) (16,417)
At 31 July 2024 2,000 11,527 (2,250) 5,200 (273) 234,659 250,863
183 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Parent Company Statement of Cash Flows
For the year ended 31 July 2024
Notes
2024
£000
2023
£000
Operating activities
Profit for the year after tax 33,369 27,515
Adjustments to reconcile profit for the year to net
cash flow from operating activities:
Income tax for the year (3,258) (2,474)
Business combination-related costs 193 1,032
Cash flows relating to business combination costs (193) (1,032)
Finance revenue (639) (45)
Finance costs 5,126 5,051
Effect of exchange on foreign denominated loans (1,124) 1,308
Share-based payment expense 1,200 1,357
Depreciation of property, plant and equipment 4 33 35
Working capital adjustments:
Decrease/(Increase) in other receivables and
prepayments 16,842 (16,995)
Increase in trade and other payables 2 1,438
Net cash flow generated from operating activities 51,551 17,190
Notes
2024
£000
2023
£000
Investing activities
Purchase of property, plant and equipment 4 (5) (13)
Proceeds from disposal of property, plant and
equipment 3 –
Interest received – 45
Net cash flow generated from investing activities (2) 32
Financing activities
Interest paid (4,598) (3,008)
Repayment of interest-bearing loans and borrowings (56,734) (62,240)
Proceeds from new borrowings 28,283 65,950
Issue costs of new borrowings – (300)
Dividend paid to equity holders (16,417) (14,823)
Purchase of own shares (2,732) (1,834)
Net cash flow (used in) financing activities (52,198) (16,255)
Net (decrease)/increase in cash and cash equivalents (649) 967
Cash and cash equivalents at the start of the year 1,118 151
Cash and cash equivalents at the end of the year 469 1,118
184 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Notes to the Parent Company Financial Statements
For the year ended 31 July 2024
1. General information
These financial statements were approved and authorised for issue by the Board of Directors
of Volution Group plc (the Company) on 9 October 2024.
The Company is a public limited company and is incorporated and domiciled in the UK (registered
number: 09041571). The share capital of the Company is listed on the London Stock Exchange.
The address of its registered office is Fleming Way, Crawley, West Sussex RH10 9YX.
2. Accounting policies
Basis of preparation
The financial statements are prepared in accordance with UK-adopted international accounting
standards (IFRS).
The financial statements are presented in GBP (£), rounded to the nearest thousand (£000)
unless otherwise stated. They have been prepared under the historical cost convention.
The policies applied by the Company are consistent with those set out in the notes to the
consolidated financial statements. The following additional policies are also relevant to the
Company financial statements.
Investments (note 5)
Investments in subsidiary undertakings are valued at cost, being the fair value of the consideration
given and including directly attributable transaction costs. The carrying value is reviewed for
impairment if events or changes in circumstances indicate the carrying value may not be recoverable.
Dividends received
Revenue is recognised when the Company’s right to receive the payment is established, which
is generally when the shareholders approve the dividend.
Financial instruments
For detailed disclosures of financial instruments refer to note 27 of the Group financial statements.
New standards and interpretations
The standards or interpretations listed below have become effective since 1 August 2023 for annual
periods beginning on or after 1 January 2023.
The following amendments became effective as at 1 January 2023:
• Amendments to IAS 12 ‘Deferred tax related to assets and liabilities arising from a single transaction’;
• Amendments to IAS 8 ‘Definition of accounting estimates’; and
• Amendments to IAS 1 and IFRS Practice Statement 2 ‘Disclosure of accounting policies’.
At the date of authorisation of these financial statements, the Company has not applied the following
new and revised IFRS Standards that have been issued but are not yet effective.
The following amendments became effective as at 1 January 2024:
• Amendments to IAS 1 ‘Classification of liabilities as current or non-current’;
• Amendments to IFRS 16 ‘Lease liability in a sale and leaseback’;
• Amendments to IAS 1 ‘Non-current liabilities with covenants’; and
• Amendments to IAS 7 ‘Supplier finance arrangements’.
The following amendments will became effective after 1 January 2025:
• Amendments to IFRS 18 ‘Presentation and disclosure in financial statements’.The Directors do
not expect that the adoption of the Standards listed above will have a material impact on the
consolidated financial statements of the Company in future periods.
Accounting judgements and key sources of estimation uncertainty
In the application of the Company accounting policies, management is required to make judgements,
estimates and assumptions about the carrying amounts of assets and liabilities that are not readily
apparent from other sources.
The Directors have concluded that there are no key judgements or major sources of estimation
uncertainty that have a significant risk of resulting in a material adjustment to the carrying amounts
of assets and liabilities within the next financial year.
3. Staff costs
2024
£000
2023
£000
Wages and salaries 5,047 4,127
Social security costs 379 338
Share-based payment charge 1,200 1,357
Other pension costs 92 76
6,718 5,898
Other pension costs relate to the Company’s contribution to defined contribution pension plans. Total
contributions payable in the next financial year are expected to be at rates broadly similar to those in
2023/24 but based on actual salary levels in 2024/25.
Average monthly number of employees in the year
2024
Number
2023
Number
Administration 19 17
185 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Notes to the Parent Company Financial Statements continued
For the year ended 31 July 2024
3. Staff costs continued
Directors’ remuneration
2024
£000
2023
£000
Amounts paid in respect of qualifying services
Aggregate Directors’ remuneration 3,265 3,748
Aggregate Non-Executive Directors’ remuneration 414 400
Aggregate Directors’ cash payment in lieu of employer’s pension
contribution 43 59
Aggregate Directors’ pension scheme contributions – –
The number of Directors accruing benefits under Company money purchase pension arrangements
was £nil (2023: £nil).
The Company also incurred fees and expenses of £414,000 (2023: £400,000) in respect of Claire
Tiney, Amanda Mellor, Nigel Lingwood, Margaret Amos and Jonathan Davis for their services as
Non-Executive Directors.
4. Property, plant and equipment
2024
Fixtures,
fittings, tools,
equipment and
vehicles
£000
Total
£000
Cost
At 1 August 2023 302 302
Additions 5 5
Disposals (21) (21)
At 31 July 2024 286 286
Accumulated depreciation
At 1 August 2023 162 162
Disposals (19) (19)
Charge for the year 33 33
At 31 July 2024 176 176
Net book value
At 31 July 2024 110 110
2023
Fixtures,
fittings, tools,
equipment and
vehicles
£000
Total
£000
Cost
At 1 August 2022 289 289
Additions 13 13
At 31 July 2023 302 302
Accumulated depreciation
At 1 August 2022 127 127
Charge for the year 35 35
At 31 July 2023 162 162
Net book value
At 31 July 2023 140 140
5. Investments
£000
Cost and net book value
At 31 July 2023 and 31 July 2024 199,322
For a list of the subsidiaries in which Volution Group plc held 100% of the voting shares as at 31 July 2024,
see note 29 of the Group financial statements.
The Company has considered whether there is objective evidence that the investment in subsidiaries
is impaired. Considering models and assumptions consistent with those used for the Group goodwill
impairment testing (see note 13 of the Group financial statements), no indicator of impairment has
been identified.
186 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

6. Deferred tax assets
Deferred tax assets and liabilities arise from the following:
1 August
2023
£000
Charged to
income
£000
Credit
to equity
£000
31 July
2024
£000
Deferred tax asset
Temporary differences 3,417 386 (380) 3,423
1 August
2022
£000
Credit to
income
£000
Credit
to equity
£000
31 July
2023
£000
Deferred tax asset
Temporary differences 2,719 434 264 3,417
7. Other receivables and prepayments
2024
£000
2023
£000
Amounts owed by Group undertakings 121,141 134,451
Prepayments 796 709
121,937 135,160
The Group has considered the recoverability of the amounts owed by Group undertakings.
Consideration was given to the different scenarios for the recovery of the intercompany loan
receivables, the possible credit losses that could arise and the probabilities for these scenarios. Based
on this assessment, the amounts owed by Group undertakings are considered fully recoverable and
therefore no provision for expected credit loss has been recognised.
8. Other financial liabilities
2024
Current
£000
2023
Current
£000
Financial liabilities
Foreign exchange forward contracts 313 433
313 433
The foreign exchange forward contracts are carried at their fair value with the gain or loss being
recognised in the Company’s statement of comprehensive income. Refer to note 27 within the Group’s
financial statements for the fair value hierarchy the Company uses to determine the fair value of
financial instruments.
9. Trade and other payables
2024
£000
2023
£000
Trade payables 390 552
Other payables 251 411
Accruals 3,019 2,773
Amounts owed to Group undertakings 20,631 20,725
24,291 24,461
10. Interest-bearing loans and borrowings
2024 2023
Current
£000
Non-current
£000
Current
£000
Non-current
£000
Unsecured – at amortised cost
Borrowings under the revolving credit
facility (maturing 2025) – 49,794 – 79,369
Cost of arranging bank loan – – – (692)
– 49,794 – 78,677
Revolving credit facility – at 31 July 2024
Currency
Amount
outstanding
£000 Termination date
Repayment
frequency Rate %
GBP – 2 December 2025 One payment SONIA + margin%
Euro 49,794 2 December 2025 One payment EURIBOR + margin%
Swedish Krona – 2 December 2025 One payment STIBOR + margin%
Total 49,794
Revolving credit facility – at 31 July 2023
Currency
Amount
outstanding
£000 Termination date
Repayment
frequency Rate %
GBP – 2 December 2025 One payment SONIA + margin%
Euro 79,369 2 December 2025 One payment EURIBOR + margin%
Swedish Krona – 2 December 2025 One payment STIBOR + margin%
Total 79,369
Notes to the Parent Company Financial Statements continued
For the year ended 31 July 2024
187 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

10. Interest-bearing loans and borrowings continued
On 9 September 2024, the Group refinanced its bank debt. The Group now has in place a £230 million
multi-currency ‘Sustainability Linked Revolving Credit Facility’, together with an accordion of up to
£70 million. The facility matures in September 2027, with the option to extend for up to two additional
years. The old facility was repaid in full early, on 11 September 2024, and a new multi-currency
‘Sustainability Linked Revolving Credit Facility’ was entered into.
The interest rate on borrowings includes a margin that is dependent on the consolidated leverage level
of the Group in respect of the most recently completed reporting period. For the year ended 31 July 2024,
Group leverage was below 1.0:1 and therefore the margin will remain at 1.25%.
At 31 July 2024, the Group had £100,206,000 (2023: £70,631,000) of its multi-currency revolving
credit facility unutilised, plus an unutilised accordion of up to £30,000,000.
Reconciliation of movement in financial liabilities
2024
£000
2023
£000
At 1 August 79,369 74,351
Additional loans 28,283 65,950
Repayment of loans (56,734) (62,240)
Interest charge 4,427 3,008
Interest paid (4,427) (3,008)
Foreign exchange (1,124) 1,308
At 31 July 49,794 79,369
Changes in liabilities arising from financing activities
1 August
2023
£000
Cash flows
£000
Foreign
exchange
movement
£000
New leases
£000
31 July
2024
£000
Non-current interest-
bearing loans and
borrowings 79,369 (28,451) (1,124) – 49,794
1 August
2022
£000
Cash flows
£000
Foreign
exchange
movement
£000
New leases
£000
31 July
2023
£000
Non-current interest-
bearing loans and
borrowings 74,351 3,710 1,308 – 79,369
11. Share capital and share premium
The movement in called-up share capital and share premium accounts is set out below:
Number of
ordinary
shares issued
and fully paid
Share
capital
£000
Share
premium
£000
At 31 July 2023 and 31 July 2024 200,000,000 2,000 11,527
12. Dividends paid and proposed
2024
£000
2023
£000
Cash dividends on ordinary shares declared and paid
Interim dividend for 2024: 2.80 pence per share (2023: 2.50 pence) 5,538 4,942
Proposed dividends on ordinary shares
Final dividend for 2024: 6.20 pence per share (2023: 5.50 pence) 12,267 10,879
The interim dividend payment of £5,538,000 is included in the consolidated statement of cash flows
(2023: £4,942,000).
A final dividend payment of £10,879,000 paid in 2024 is included in the consolidated statement
of cash flows relating to 2023 final dividend (2023: £9,891,000).
The proposed dividend on ordinary shares is subject to approval at the Annual General Meeting and
is not recognised as a liability at 31 July 2024.
Notes to the Parent Company Financial Statements continued
For the year ended 31 July 2024
188 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Notes to the Parent Company Financial Statements continued
For the year ended 31 July 2024
13. Related party transactions
The following table provides the total amount of transactions that have been entered into with
subsidiary undertakings for the relevant financial period.
2024 2023
Related parties
Amounts owed
by related
parties
£000
Amounts owed
to related
parties
£000
Amounts owed
by related
parties
£000
Amounts owed
to related
parties
£000
Volution Ventilation Group Limited 75,673 19,966 95,066 19,966
Volution Holdings Limited 39,511 – 39,385 –
DVS 5,957 – – –
VMI – 665 – 759
121,141 20,631 134,451 20,725
Sales made to Volution Holdings Limited of £4,340,000 (2023: £4,113,000) relate to management
fees. Outstanding balances at the year-end are unsecured and interest free and settlement occurs
in cash.
No sales were made to Volution Ventilation Group Limited; the outstanding balance is an intercompany
loan which has been repaid in part during the year.
Compensation of key management personnel
The Executive and Non-Executive Directors are deemed to be key management personnel of Volution
Group plc. It is the Board that has responsibility for planning, directing and controlling the activities of
the Group. Please refer to note 3 for details of the Executive and Non-Executive Directors’ remuneration.
There were no material transactions or balances between the Company and its key management
personnel or members of their close family. At the end of the year, key management personnel did
not owe the Company any amounts.
14. Share-based payments
For detailed disclosures of share-based payments granted to employees, refer to note 31 of the Group
financial statements.
189 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

ESG Data
TCFD / Companies act reference – where to find disclosures
Recommended disclosures Reference
Governance
• Board oversight
(pages 64 and 190)
CA s414CB(a)
• Management’s role
(pages 64 and 190)
CA s414CB(a)
• Our governance structure provides clear oversight and ownership of
the Group’s sustainability strategy and management of climate risk
and opportunity.
• In 2021, we established the Group Management Sustainability
Committee and Senior Independent Non-Executive Board member
Amanda Mellor assumed Board oversight responsibility for Volution’s
sustainability strategy and targets.
Strategy
• Climate-related risks
and opportunities
(pages 86-87, 191-192)
CA s414CB(d)
• Impact on strategy
(page 72)
CA s414CB(e)
• Resilience
(page 193)
CA s414CB(f)
• Our purpose is to provide healthy indoor air, sustainably and this
commitment to sustainability is integral to everything we do. Our
business model is underpinned by our sustainability pillars of Product,
Planet and People.
• Our sustainability ambition is to champion the energy-saving potential
of our products and solutions and we are well positioned to seize the
opportunities that regulatory tailwinds bring us.
• We have identified transition risks related to reputation, policy and
regulation, and technology but have not assessed any of these risks
as high under either scenario under the short, medium or long term.
• We have undertaken a review of our major production and warehouse
locations, and have concluded we are not exposed to significant risk.
• In preparing the Group’s financial statements, we have considered
the impact of climate-related risks on our financial position and
performance, and have not identified any material adverse impact
on the financial statements or judgements within.
Metrics and targets
• Metrics
(pages 84 and 194-201)
CA s414CB(h)
• Scope 1, 2, 3 emissions
(pages 194-201)
CAs414CB(h)
• Targets
(page 82, 194-201)
CA s414CB(g)
• We developed two key metrics in 2020 to measure our progress
against our net zero ambitions: the percentage of revenue derived
from low-carbon products, and the percentage of recycled plastic
used in our manufactured products,
• In 2021 we set out our ambition to be a carbon net zero business
and have submitted targets to SBTi.
• We have set detailed forecasts and targets for the short, medium and
long term, aligned to our net zero ambitions for Scope 1,3 and 3
• We have provided details of our Scope 1, 2 and 3 emissions on both
a location and market basis
Risk
• Risk processes
(pages 86-87, 191-193)
CA s414CB(b)
• Integration into overall
risk management
(pages 86-87, 49-58)
CAs414CB(c)
• We have continued to embed climate risk into our broader risk
management framework and have integrated climate change into
our principal risks.
• Our risk review consider the risks and opportunities under the short,
medium and long term, as well as over our chosen climate scenarios.
TCFD pillar – Governance
Climate change is embedded in the governance structure of the Group through a decentralised local
ownership, overseen by Group leadership and under the ultimate oversight of the Board. The Board is
collectively responsible for promoting the long-term sustainable success of the Company, generating
value for shareholders and contributing to wider society.
The principal way that climate change is embedded into this governance structure is shown in the
diagram on page 64 and described in more detail in section a) and b) below
a. Board oversight of climate-related risks and opportunities
The Board has ultimate oversight and responsibility for climate change. The Board receives a review
of the Group’s risks and opportunities twice per year, including an assessment of climate-related risks
and opportunities. The Board assessed those risks and approved the principal risks presented on
pages 49 to 58. The Board considered whether climate change should be disclosed as an individual
standalone principal risk, but concluded it was more appropriate to embed the specific impacts of
climate change risks within existing principal risks – a ‘cross cutting’ approach. The Group does not
believe the any individual or collection of climate change risks are themselves material to the financial
prospects of the Group. See pages 49 to 58 for description of the Group’s Risk management process).
The Board received updates each month on key sustainability KPIs, and during the year (twice in FY24)
received a more detailed review of performance against the sustainability targets and the Group’s
disclosures relating to TCFD. Once per year, the complete set of emissions data, performance against
targets, and setting of new targets where relevant is received by the Audit Committee and Board for
review and approval to be published externally. The performance of the Executives against their
sustainability-related incentives is reviewed by the Remuneration Committee (pages 117 to 129).
The Board and certain individual Board members kept up to date on climate-related issues through
attending external seminars and discussing with Group advisers. Board Members’ relevant experience
is described on pages 94 and 95.
190 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

ESG Data continued
b. Management’s role in assessing and managing climate-related risks and opportunities
The Group Management Sustainability Committee is responsible for assessing and managing
climate-related risks and opportunities and co-ordinating with the Group Risk Management Committee
to ensure that climate-related risks are fully integrated into the risk management process. The Board
representative on the committee communicates the activities of the Group Management Sustainability
Committee to the Board.
The Group Management Sustainability Committee met twice during FY24. The members of the
Committee include Amanda Mellor (Senior Independent Non-Executive Director providing Board
oversight), Ronnie George (CEO) and Andy O’Brien (CFO), the Managing Directors of each Business
and Group ESG subject-matter experts.
Environment Group Business Development Director
Group Financial Controller
Social Group HR Director
Governance Group Company Secretary
Overall ESG Group ESG Analyst
The Managing Director of each business unit is responsible for assessing the specific climate risks
and opportunities within their business and submitting to the Group Management Risk Committee.
The Group Management Sustainability Committee enables relevant issues to be discussed and to
exchange information and best practice. The Committee this year focused on our carbon-reduction
plan and the risks and opportunities of climate change and delivering our climate-reduction targets.
The ESG subject-matter experts are responsible for ensuring they keep up to date with changes
in reporting and relevant standards to provide assistance to local business management.
The Remuneration Committee
The LTIPs of the Executives have, since FY20, included ESG measures that focus on two targets that
are linked to our 2025 goals for optimising recycled plastics used in our manufactured products and
increasing the low-carbon credentials in the product portfolio measured as a percentage of revenue.
This year, the LTIPs for the first time included a measure directly linked to our SBTi aligned carbon
intensity targets to 2029.
The measures have a 20% weighting in the LTIPs with a maximum pay-out that is aligned to the targets
shown on pages 122 and 123.
TCFD pillars – Strategy and Risk
Our strategy sets out our response to the transition to a net zero economy and limiting the effects
of climate change (see pages 34 to 37).
Our sustainability ambition is to champion the energy-saving potential of our products and solutions
and support the net zero ambitions of the countries in which we operate. The regulatory tailwinds
should significantly increase demand for our sustainable and innovative ventilation solutions, while our
leading position in the UK, Continental Europe and Australasia ventilation markets means that we are
well positioned to seize this opportunity.
a. Climate-related risks and opportunities the organisation has identified in the short,
medium and long term
Methodology and risk ratings
We carry out a full risk management process each year (see pages 49 to 58) including a separate but
integrated bottom-up climate-related risk review. The climate-related risk process followed the same
process as the wider risk management process considering both the likelihood and the potential
impact of each risk. The Climate related risks are reviewed each year and submitted to the Volution
Group Risk Committee each year. A full bottom up assessment of Climate risk is carried out every
three years with the next assessment to be carried out in FY25. This year, we have again concluded
that climate change represents a net opportunity to Volution through our ability to continue to drive
growth from the regulatory and market tailwinds.
Scenarios
We assessed our risks and opportunities under a 1.5°C Paris-aligned scenario and a 4°C ‘hot house’
scenario to provide a broad view of outcomes. Under a 1.5°C orderly scenario, risks relate primarily to
the transition to a net zero world, the regulatory response, and the changing political, consumer and
investor expectations. Under a 4°C scenario, the physical impacts of a changing climate will become
more apparent. These scenarios are aligned to the Network for Greening the Financial System’s (NGFS)
climate scenarios.
The timeframes used when identifying risks are short term (less than five years) which is the period over
which we prepare detailed bottom-up plans, medium term (5 – 15 years) which is the period over which
our continued strategy to provide healthy air sustainability under our strategic pillars will be delivered
including specific targets to reduce carbon, and long term (beyond 15 years) which is the period aligned
to the useful economic life of some of our property assets and where the potential impacts under
different scenarios are less certain. These different periods have allowed us to assess risks and
opportunities that are immediate and well defined and those which may arise over time but which
are much less certain.
We have given clear emphasis to both our transition and physical risks and opportunities.
We have adopted the same approach to the materiality of these risks and opportunities as for
our principal risks and uncertainties.
191 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

ESG Data continued
Volution products support legislative transition as we decarbonise
Buildings are responsible for around 36% of total CO
2
emissions and 40% of total energy demand. If
we are to hit global net zero targets, we must deal with the existing building stock, as well as building
new compliant buildings. With 90% of the buildings we have today expected to be still standing by
2050, and a current refurbishment rate of just 1% per year, we need new initiatives.
To deliver net-zero-ready buildings, we must make them air-tight, insulate them well and decarbonise
the heating source. These actions will impact the indoor environment, and ventilation will be even
more important for both health and comfort. Doing that without losing heat, and therefore energy,
will require energy-efficient ventilation solutions including Heat recovery.
If we are successful and reduce the energy demand in buildings by 80% by 2050, we will save more
than 30% of our total energy needs. To achieve this, we need to at least triple the rate of existing
building stock renovation, to 3% a year.
As a structural growth driver, in March 2023, the European Parliament passed a comprehensive
revision of the 2010 Energy Performance of Buildings Directive (EPBD IV) to cover existing buildings
for the first time. These regulations will stimulate the renovation market in the EU, as they will trigger
a wave of renovations and create a greater demand for energy-efficient upgrades. Similar regulatory
drivers exist in all our markets and are fully described on pages 18 to 23. These responses to climate
change will increase demand for our low-emission products and services.
b. The impact of climate-related risks and opportunities on the organisation’s business, strate-
gy and financial planning
As described on page 192, we have identified physical risks to some of our locations and supply chains
and transitional risks related to reputation, policy and regulation. However, our sustainability ambition is
to champion the energy savings potential of our products and solutions, and we are well positioned to
seize the opportunities that regulatory tailwinds bring us.
The opportunities that are available to us are a key driver to our Sustainable Growth Model. Our organic
growth is driven by our local businesses taking the opportunities available to them in each market,
driven in part by the local regulatory tailwinds (see pages 18 to 23). Our drive to innovate and develop
new products ensures that we are able to maintain a leadership position in low-carbon and heat-
recovery products (see pages 76 to 79). Our growth from acquisition targets successful businesses
that specialise in low-carbon and heat-recovery products, evidenced by our three most recent
acquisitions (I-Vent, VMI and DVS).
We have concluded that we do not expect the risks of climate change to have a material impact on our
financial prospects over the short, medium or long term, and hence those risks have not materially
impacted our strategy nor financial planning.
However, we have made a commitment to net zero and published targets that we intend to meet.
We have assessed the impact of these commitments and concluded that they do not have a material
adverse financial impact as shown in the table below.
Climate related commitment/target/action Financial impact assessment
2022 – transition of UK procured electricity to
100% renewable sources.
Multi year agreements in place for UK for whole of
FY2024 with no significant increase in cost.
2025 – 70% of our sales are low-carbon products.
2026 – 75% of our sales are low-carbon products.
Our 2025 target is already surpassed in FY24.
We have set a new target of 75% by FY26.
2025 – 90% of the plastic processed in our
factories are from recycled sources.
We have made significant progress and our use of
recycled plastic in our products averaged 78.1% for
FY24. This was below our target of 83.4% and the
90% target for FY25 will be difficult to achieve.
However, our Q4 FY24 exit rate reached 83% and
we continue to focus on maximising this important
initiative – at no additional cost to virgin plastic.
We will operate an all electric fleet. We have a small fleet, mainly of automobiles, which
are being replaced by hybrid and ultimately electric
as they become due, at no significant incremental
costs over fossil fuel cars. In FY24 we slowed the
move to all electric as we await some stability in the
electric vehicle market, but continued with hybrid
replacements where appropriate.
We will work with our supply chain and industry
to increase the use of new and sustainable
products and inputs.
Building mutually beneficial relationships, with no
significant direct cost to Volution.
We will delivery energy net gain through our
product portfolio.
Our target to increase Heat Recover product sales
will deliver net benefit through up-selling to higher
value products.
We will close the loop on the circular economy,
recovering our end-of-life products, recycling
and reusing.
We will roll out an end-of-life recovery program
when an economically efficient process is
confirmed. No program has yet been developed.
192 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

c. The resilience of the organisation, taking into consideration different future climate scenarios
The Directors have concluded that Volution is expected to be resilient to the impacts of climate
change across the two scenarios that have been assessed. Moreover, we are well placed to take the
opportunities that climate change brings.
In 2022, we carried out a detailed review of physical climate risks (acute and chronic) to ensure we
understand the resilience of our critical properties to climate change. Climate change poses a physical
risk to the buildings that we occupy including offices, factories and warehouses. Four sites have been
assessed as having a moderate to high exposure to flood from flood-defended rivers in the current
climate, with only one more site at a high risk as a result of climate change by 2050. In the long term,
in the 2050s and beyond, drought and heat stress could have an increased potential impact, including
water scarcity, higher risk of fires and an impact on operations, safety and wellbeing. None of our
significant manufacturing sites are expected to be at risk of significant impact from climate change
under the 1.5°C scenario under the short, medium or long term, or under the 4°C scenario under the
short or medium term.
The locations at most risk are typical locations in our decentralised structure, and none of them
represent a material portion of the Group operating profits or assets. The impact of any one of these
locations being closed for a sustained period as a result of flooding for example, would not have a
material impact on the long-term resilience of the Group.
Our decentralised structure also enables us to remain close to local regulation and policy transition risks
and we work with industry bodies and regulators in each market. Over the longer term, our combination
of centralised technical support and local market knowledge ensures our product development process
will deliver products that regulators will require. In the 1.5C scenario, demand for products that improve
energy efficiency of buildings will increase as governments seek to ensure that target is met.
We have considered whether our strategy may need to change to address potential climate-related
risks and opportunities and have concluded that our strategy is appropriate to take the opportunities
that climate change presents, and resilient against the potential risks, and we do not envisage any
need to change our strategy.
In 2024, we undertook an initial risk identification exercise for key sites in our three most recent
acquisitions in Slovenia (I-Vent), New Zealand (DVS) and France (VMI) to understand the regional and
local vulnerability to climate change and highlight key risk areas. Our initial conclusions are that heat
stress and drought risks are low for all of these added locations and regional extreme weather risks are
high, however further data is needed to understand the specific risk to these facilities which are urban
and inland.
Risk score by location
4ºC global warming scenario at 2050
Facility name Country Drought Heat stress Precipitation
River flood
(defended) Sea level rise
Brisbane AU
Greve DK
Bitola MK
Christchurch NZ
Burrowbridge UK
Auckland NZ
Nylanda SE
Surrey UK
Perth AU
Sarajevo BA
Melbourne AU
Odder DK
Harlev DK
Cambridge UK
Reading UK
Greenbridge UK
Westmead UK
Crawley UK
Eersel NL
Oldenzaal NL
Löberschütz DE
Kuurne BE
Hollola FI
Hallefornas SE
Key
No data/no risk
Very low
Low
Moderate
High
Very high
ESG Data continued
193 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

TCFD pillar – Metrics and Targets
a. The metrics used by the organisation to assess climate-related risks and opportunities
We disclose all Scope 1, 2 and 3 carbon emissions, in total and by business. We have set detailed
annual targets for emissions aligned to the SBTi methodology, and are awaiting approval of those
targets, which we expect to receive in early FY25.
Our metrics for the % of our total revenue that is from low-carbon and heat-recovery products tracks
the extent to which we are utilising the opportunities that Climate change brings. The success of our
investments and capital allocation, both in terms of plant and equipment and in the acquisition of
low-carbon businesses, is reflected in increased sales from these products.
We have aligned our revenue with the EU Taxonomy and continue to report under the FTS Russell
Green Economy taxonomy.
We believe these externally reported metrics allows us to demonstrate the success of our continued
delivery against our sustainable growth strategy.
We show in page 193, the proportion of our locations which are at some physical risk from climate change.
b. Scope 1, Scope 2, and Scope 3 greenhouse gas emissions
For the first time in FY23, we disclosed all material Scope 1, 2 and 3 emissions, including the emissions
from the use of our products.
This year, we have further improved our measurement and conversion methods to better align with
best practice, and include a full inventory of our entire perimeter for the first time.
Full details of our emissions are shown on pages 195 and 196. Our Scope 1 and 2 emissions are not
material to our total emissions, representing just 6% of ‘operational emissions (excluding emissions
from use of our products). The most significant Scope 1 and 2 emission sources in FY24 are electricity
(51%), gas (15%) and vehicle fuel (25%). The most significant Scope 3 emission sources in FY24 are from
the use of products (91%), distribution (2%), purchased products (10%) & other 2%.
The methodology we have used to calculate our emissions varies by type of emission and is detailed
on pages 195 and 196. We have increased the accuracy of our emissions data-gathering and have
adjusted the FY23 base year figures where appropriate if more reliable data is now available. For
example, where reliable country-level carbon conversion rates have now become available, we have
adjusted the prior year reported emissions to ensure a like-for-like comparison year-on-year. Where
there is uncertainty and assumptions are used, we have detailed the assumptions and disclosed
sensitivities to the assumptions.
Our perimeter includes all companies and subsidiaries in the Group under our financial or operational
control. Our base year for target-setting aligned with SBTi is 2023 to ensure we are using as accurate a
base position as possible. As we grow in part through acquisition, the base level will be re-assessed
when appropriate and targets will be adjusted accordingly.
c. The targets used by the organisation to manage climate-related risks and opportunities and
performance against targets
This year, we have developed and submitted our SBTi aligned targets. Although these targets are yet to
be approved, we are reporting against these targets in FY24 and show our targets in the short and long
term (see pages 82, 195 and 196).
Our targets have been developed with the help of an external consultant, and contain a combination
of active reductions – specific actions that we will take as a business, as well as an independent
assessment of the passive reductions that will occur in our industry, supply chain, and in terms of grid
decarbonisation. The combination of these active and passive carbon reductions, should they be
delivered, will enable us to achieve the targets we have set.
Our chosen measure of carbon intensity has increased to 12.8tCO
2
/£m revenue (FY23 restated:
12.3tCO
2
/£m revenue). This increase is impacted by the inclusion of emissions from our three most
recent acquisitions for the first time in FY24, and of increases to the carbon conversion factors of North
Macedonia. In addition we used more fuel in car journeys and more gas in our UK facilities. We continue
to drive energy efficiencies through the work of our colleagues around the business (page 85).
Our total absolute scope 1, 2 and 3 emissions totalled 662,043tCO
2
, which is 10.3% lower than FY23
and 13.7% ahead of the target for the year. This decrease is primarily the result of product mix at our
heat recovery cell business (ERI), where a lower mix of very large commercial heat cells has reduced
the expected emissions from the use of our products sold in FY24 overall their lifetime, and the
increase in the proportion of our sales made up of low-carbon products.
Definitions
Carbon neutral – To offset carbon emissions, we may purchase credits for carbon removal or
avoidance projects. In FY23 our carbon neutral status boundary included all scope 1 and 2 emissions,
colleague commuting and waste. We have not purchased carbon credits in FY24, opting instead to
invest directly in our own emission reductions, and hence we are not carbon neutral in FY24.
Net zero – The maximum feasible emissions reductions of carbon have been made and only residual
emissions are counterbalanced by carbon removal credits. Our net zero target boundary includes all
scope 1, 2 and 3 emissions, both upstream and downstream.
ESG Data continued
194 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Energy use, emissions and targets – Scope 1 and 2
Performance Targets3
2023 2024 2024 2034 2050
Scope 1 tCO
2
e KwH tCO
2
e KwH tCO
2
e tCO
2
e tCO
2
e
Gas 544 2,975,988 641 3,473,786
Other fuel4 306 1,632,255 237 885,263
Vehicle fuels45 1,183 5,066,416 1,189 5,006,952
Refrigerants6 – – 53 –
Total scope 1 2,034 9,674,659 2,120 9,366,373
Scope 2
Scope 2 (location based)7 1,996 9,327,1158 2,317 10,109,0689
Scope 1 and 2 total (location based) 4,029 19,001,775 4,437 19,475,440 3,600 1,178 386
Scope 2 (market based) 743 9,327,115 642 10,109,068
Total Scope 1 and 2 (market based) 2,777 19,001,775 2,762 19,475,440
Carbon intensity per £m of revenue, location based 12.3 12.8 11.6 10.2 4.7
Carbon intensity per £m of revenue, market based 8.47 7.95 8.8 8.0 3.3
Energy intensity per £m of revenue, market based 57,932 56,028
1. GHG emissions have been assessed against the GHG Protocol Methodologies using DEFRA emission factors for the UK and local specific electricity emission factors.
2. Scope 1 and 2 emissions are calculated from 11 months of actual consumption, extrapolated to 12 months based on average usage.
3. Our Scope 1, 2 and 3 targets are aligned to the SBTi principles
4. Not including Carbon for biofuels, which is reported separately in ‘Out of Scope’ emissions
5. EV fleet emissions have been transferred from Scope 1 to Scope 2 for consistency with 2024 methodology
6. Emissions from refrigerant use are updated and calculated based on top-up value as opposed to system capacity
7. FY23 emissions have been recalculated with updated emission factors to improve accuracy, where more accurate 2023 conversion factors are now available.
8. Restatement of 2023 electricity consumption to include self-generated electricity (2023: 53.8 KWh generated from solar panels)
9. Gross KWh energy usage reported, of which 111.6k KWh was self-generated – energy emissions are based off the net KWh, energy retrieved from the grid (2023 53.89k KWh self generated)
ESG Data continued
195 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Energy use, emissions and targets – Scope 3
Performance Targets
3
2023 2024 2024 2034 2050
Upstream scope 3 tCO
2
e tCO
2
e tCO
2
e tCO
2
e tCO
2
e
Category 1 – Purchased goods and services
12
77,948 67,530
Category 2 – Capital goods 4,691 4,552
Category 3 – Energy-related activities
13
1,219 1,955
Category 4 – Upstream transportation and distribution
14,15
15,763 12,185
Category 5 – Waste generated in operations
16
546 39
Category 6 – Business travel 386 279
Category 7 – Employee commuting
17
695 555
Category 8 – Upstream leased assets
18
– –
Downstream scope 3
Category 9 – Downstream transportation and distribution – –
Category 10 – Processing of sold products
19
– –
Category 11 – Use of sold products
20
632,429 570,398
Category 12 – End-of-life treatment of sold products
21
192 113
Category 13 – Downstream leased assets
18
– –
Category 14 – Franchises
18
– –
Category 15 – Investments
18
– –
Total scope 3 emissions 733,868 657,605 763,867 260,035 72,974
Total scope 1, 2 and 3 emissions 737,898 662,043 767,468 261,214 73,360
10. DEFRA Government spend and activity emission factors used for consistency across the group
11. Calculated from 11 months of actual consumption, extrapolated to 12 months based on average usage.
12. Hybrid methodology using activity data for plastics and spend data for all other calculations”
13. Transport and distribution losses not included in Scope 2, including fleet and business travel
14. Emissions for category 4 and 9 have been aggregated into category 4. It is not currently possible to accurately separate upstream & downstream emissions.
15. Spend-based methodology used for consistency
16. Calculated from total weight of waste generated in operations, and the relevant DEFRA conversion factor.
17. Includes assumptions for Group extrapolated from UK average data
18. Not relevant to group operations
19. Emissions are minimal and are not material to operations
20. 2023 emissions have been recalculated with updated emission factors to improve accuracy.
21. Weight of sold products determined using weight data or estimates based on sales data. Data gaps were filled using extrapolations from existing data.
Further definitions, basis of preparation, calculation methodology and historical data can be found on pages 200 to 202.
ESG Data continued
196 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Emissions recalculation policy and process
In alignment with the principals of the SBTi under which we have set our short, medium and Long term
targets, we have reviewed the targets we set in FY23 to ensure they are still relevant and appropriate. We
do not believe that there have been any material changes in climate science and there are no changes
in our business context, and so they continue to be relevant in FY24. Our policy on recalculations and
restatements of emissions data is to review our GHG inventory on an annual basis and we will restate our
data and/or recalculate our targets when required: to reflect significant changes to our company
structure, methodology changes or errors. Where a restatement or recalculation is performed, it will be
clearly described. During FY24 we have reassessed FY23 emissions for all scopes and made
adjustments where necessary to provide greater accuracy. This reassessed FY23 base year has then
been aligned to our existing short, medium and Long term targets.
Review of our Energy use and emissions data
It is currently not mandatory for energy use and emissions data to be assured and this year our data
has not been assured. However, but we chose to engage with independent consultants Carbon
Footprint to assist in recalculating the FY23 base year for use in developing targets for our SBTi
submission, and to provide information such as carbon conversion factors and modelling assistance
in calculating FY24 actual emissions. Our energy use and carbon emissions data collection and
modelling was internally reviewed by a Volution business process and control specialist.
Carbon emissions by country
Country
Scope 1
(tCO
2
e)
Scope 1 and 2
Location Based
(tCO
2
e)
Scope 1 and 2
Market Based
(tCO
2
e)
Total Scope 3
(tCO
2
e)
United Kingdom 1,204 1,342 1,212 296,980
Sweden 355 17 359 10,551
Norway 64 0 65 2,794
Finland 66 31 186 6,617
Denmark 29 24 73 1,682
Germany 19 92 55 17,675
Netherlands 36 24 44 8,458
Belgium 131 33 194 10,780
Bosnia and Herzegovina 4 249 144 2,880
North Macedonia 5 438 164 149,751
France 92 6 101 5,335
Slovenia 61 6 71 1,953
New Zealand 51 19 51 36,835
Australia 8 36 44 105,315
TOTAL 2,126 2,317 2,762 657,605
Carbon avoidance methodology
Methodology
The methodology considers both domestic and non-domestic buildings, following the design
standards and guidance in SAP 2012 and CIBSE Guide B2. The total heat load is a function of the fabric
heat losses, heat losses due to infiltration and heat losses due to ventilation. The calculated energy
savings and greenhouse gas (GHG) emissions reductions relate to the reduced heating load due to
the selected MVHR product.
The calculation methodology and assumptions include:
• number of devices sold;
• device airflow rate (24 hours/day for domestic, 14 hours/day for non-domestic);
• assumed heat recovery efficiencies;
• external temperature per country;
• relevant emissions factors for gas and electricity;
• internal setpoint temperature of 21ºC (with 12ºC setback for non-domestic);
• the energy used in using the devices;
• product performance as tested for the Ecodesign Directive; and
• average lifetime of use has been assumed as 10 years, and the electricity grid is assumed to
decarbonise at a 5% per year.
Assumptions and uncertainties of avoided emissions
We recognise that there is not yet a universally accepted method of measuring or reporting
‘avoided emissions’ (sometimes referred to as ‘Scope 4’ emissions), and that any measure can
only ever be an estimate. The TCFD framework does not include avoided emissions with the
reporting recommendations, and together with the assumptions and uncertainties involved in the
calculations means that avoided emissions reported for FY2024 should not be considered to be at
the same level of accuracy as our Group emissions reported within the TCFD section. However, we
understand from our stakeholders that the energy saving potential of our products is useful
information and is provided for that purpose.
The emissions calculated using our model should be assumed to be the upper limit of energy savings.
The calculation is sensitive to the variables noted under ‘methodology’ and other limitations.
Limitations include: The domestic application baseline assumes mains gas boiler heating, heat loss
due to infiltration is not adjusted for wind speed, the thermal capacity and inertia has not been
considered, domestic applications are modelled on detached houses and Commercial applications
are modelled on open plan offices. Adjusting the model for these limitations may either raise or lower
avoided emissions calculations. Sensitivities to key assumptions include: a 1% increase in the rate of
electricity decarbonisation year on year reduces avoided emissions by 4.3%, lowering the internal
setpoint temperature from 21ºC to 20ºC reduces avoided emissions by 8.3%, and decreasing unit
lifetime use from 10 to 9 years reduces avoided emissions by 8.2%.
ESG Data continued
197 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

SFDR Principal Adverse Indicators (PAI)
We are reporting on PA indicators to help investors with their reporting for the EU Sustainable Finance Disclosure Regulation (SFDR).
Adverse sustainability
indicator Indicator/Metric Volution response
GHG emissions
1 Scope 1, 2 and 3 emissions Scope 1: 2,120 tCO
2
, Scope 2: 2,317 tCO
2
, Scope 3: 657,605 tCO
2
(pages 195 and 196)
2 Carbon footprint Total emissions: 662,043 tCO
2
(page 196)
3 Carbon intensity Scope 1 & 2 intensity 12.8 tCO
2
/£1m revenue (page 195)
4 Exposure to companies in the fossil fuel sector Volution does not operate in fossil fuel sector
5 Share of non renewable energy consumption 86.7% of energy used was from renewable sources or tariffs, 13.3% non-renewable
6 Energy consumption in GwH per €1 revenue Scope 1 & 2 energy consumption: 19.48 Gwh = 0.049 Gwh/€1m Revenue (page 200)
Biodiversity
7 Activities negatively affecting biodiversity Our operations do not have a significant impact on biodiversity.
8 Emissions to water We do not discharge solid, liquid or contaminants into bodies of water.
9 Hazardous waste We use a non-material amount of hazardous waste, which is properly recycled or disposed. 1,400kg.
Social and employee
10 Violations of UK Global Compact principles and OECD GME We are not aware of any violations of the UNGC principles or OECD GME
11 Lack of processes and compliance mechanisms We joined the UN Global Compact in FY 22 and have since signed the CEO water mandate and continue to engage.
We have comprehensive policies in place aligned with principles of the UNGC and OECD Guidelines including Anti
corruption, Anti modern slavery, Ethical tax etc
12 Unadjusted gender pay gap We publish gender pay gap data for the UK only
13 Board gender diversity At 31 July 2024 c40% of the Board was female (page 93)
14 Exposure to controversial weapons Volution is not involved in the manufacture or sales of weapons
ESG Data continued
198 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

The Sustainability Accounting Standards Board (SASB)
The SASB Foundation was founded in 2011 as a not-for-profit, independent standards-setting organisation. Volution provides information in alignment with SASB reporting guidelines for its sector (electrical and
electronic equipment). The below table shows the reported topics and metrics and where further detail can be found within this report.
Accounting metric and SASB code Response/data/reference
Energy management
Total energy consumed (RT-EE-130a.1)
Our total energy consumption across the Group during the year was 70,112 GJ representing all electricity and heat
and direct fuel use across all of our facilities, of which 52% was electricity sourced from the grid. A small but
increasing proportion is “off grid”, exemplified by the solar array on the Reading facility.
Of the electricity consumed, 87.6% was from renewable sources, including renewable tariffs and on-site generation.
Percentage of grid electricity (RT-EE-130a.1)
Percentage renewable (RT-EE-130a.1
Hazardous waste management
Amount of hazardous waste generated, percentage recycled (RT-EE-150a.1)
We use a non-material amount of hazardous waste, which is properly recycled or disposed. 1,400 kg.
Number and aggregate quantity of reportable spills and quantity recovered (RT-EE-150a.2) Zero reportable spills.
Product safety
Number of product recalls issued, total units recalled (RT-EE-250a.1)
Zero product recalls related to product safety.
Monetary losses from legal proceedings associated with product safety (RT-EE-250a.2) No monetary losses as a result of product safety issues.
Product lifecycle management
Percentage of products, by revenue, that contain IEC 62474 declarable substances (RT-EE-410a.1)
We manufacture a large proportion of our products ourselves and use no IEC 62474 declarable substances in the
production process. We are continuing to review supply chain products for relevant substances and will report in
future if necessary.
Percentage of eligible products, certified to an energy efficiency certification (RT-EE-410a.2) This metric is not relevant at a global level as it is only applicable in the US and Canada.
Revenue from renewable energy-related and energy efficiency-related products (RT-EE-
410a.3)
Revenues derived from products that are low carbon account for 70.9% (2023: 70.1%) of total revenue (see page 86).
Materials sourcing
Description of the management of risks associated with the use of critical materials (RT-EE-440a.1)
Our suppliers make a vital contribution to our performance and engaging with our carefully selected, high quality
supply chain ensures we can maintain security of supply. Reviews and supplier audits are carried out to ensure
compliance with our Code of Conduct and our policies on the prevention of bribery, corruption and modern
slavery. The Group is exposed to fluctuations in the price of raw materials and has implemented procedures to limit
exposure to rising prices, including hedging of foreign currencies
Business ethics
Description of policies and practices for prevention of bribery, corruption and anti-
competitive behaviour (RT-EE-510a.1)
Volution is committed to complying with all applicable laws and regulations in the countries in which we operate.
Our policies are available on our website.
Monetary losses from legal proceedings associated with bribery or corruption (RT-EE-510a.2) No legal proceedings and no monetary losses.
Monetary losses from legal proceedings associated with anti-competitive behaviour
(RT-EE-510a.3)
No legal proceedings and no monetary losses.
Activity measures
Number of units produced by product category (RT-EE-000.A)
A breakdown of revenues by activity and product type is shown on page 155.
Number of employees (RT-EE-000.B) Workforce statistics are shown on page 157. The average number of employees was 1,869 (2023: 1,871).
Reportable accident frequency rate Accident frequency rates are shown on page 74. We report frequency rates per 100,000 hours worked, representing
an approximation of the hours worked during a person’s lifetime, and allowing comparability across our business
units and with other companies. Reportable accidents per 100,000 hours worked in 2024 was 0.20 (2023: 0.30).
Minor accident frequency rate Minor accidents per 100,000 hours worked in 2024 was 0.10. (2023: 0.50).
Fatalities Zero fatalities occurred during the year.
ESG Data continued
199 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

% Recycled plastic
FY20 FY21 FY22 FY23 FY24
56.0% 59.7% 67.2% 76.2% 78.1%
The % recycled plastic used in our facilities’ is the proportion of recycled plastic used in production in our main
plastic manufacturing locations in the UK, Nordics and Bosnia Herzegovina, shown as a % of total used. The weight
of the recycled plastic is shown as a proportion of the total plastic used (including virgin plastic) in manufacturing
our own products. The perimeter and calculation methodology is unchanged in each of the reported years shown.
The target for FY24 was 83.4%.
% Low carbon sales
FY20 FY21 FY22 FY23 FY24
59.0% 62.1% 66.1% 70.1% 70.9%
The % of Low carbon sales is the proportion of total Group revenue that is from the sale of products that are
categorised as ‘low-carbon products’, shown as a % of total Group revenue. We define our low carbon products
as products that use less energy than the products they replace, or as products that are used within the local
calculation methods to reduce emissions from buildings. A full definition is given on page 202. The perimeter
and calculation methodology is unchanged in each of the reported years shown. The target for FY24 was 67.8%
% Heat recovery sales
FY20 FY21 FY22 FY23 FY24
na na 30.1% 31.4% 31.7%
The % of Heat recovery sales’ is the proportion of total Group revenue that is from the sale of products that are
categorised as ‘Heat recovery products’, shown as a % of total Group revenue. We define our Heat recovery products
as systems, and products and accessories that may be used within a system, of ventilation that collects heat from
exhaust air that would otherwise be lost and reuses such heat by transferring it to the incoming fresh air. The
perimeter and calculation methodology is unchanged in each of the reported years shown. There is no target set
for % Heat recovery sales. The % reported for FY23 has been restated from 33.8% due to improved data collection.
Energy consumption
Scope 1 Scope 2 Total
FY20 na na na
FY21 11,133,933 9,109,225 20,243,158
FY22 9,169,000 9,578,815 18,747,815
FY23 9,674,659 9,327,115 19,001,774
FY24 9,366,373 10,109,068 19,475,440
Scope 1 energy use covers all direct energy use from the business, including all vehicle fuels, gas and heating fuels.
Scope 2 energy use covers all purchased energy with data obtained from energy supply bills, using 12 months of
data where possible and extrapolated out using average usage for 11 months where data gaps exist to cover the full
12 months of usage. From 2023, energy consumption is reported gross including all self-generated electricity.
The GHG inventory perimeter for each year includes 100% of the businesses within the Group that have been
within the Group for at least one complete year, including all businesses that are within financial or operation control.
Acquisitions made during the year are not included in that years figures.
Carbon emissions
Scope 1
Scope 2
Location
Based
Scope 2
Market Based Scope 3
Total location
based
FY20 4,196 na na na 4,196
FY21 2,368 1,769 na na 4,137
FY22 1,920 1,855 904 51,832 52,345
FY23 2,034 1,996 743 733,868 737,898
FY24 2,120 2,317 642 657,605 662,043
Scope 1 emissions include all direct emissions from the business, including all vehicle fuels, gas and heating fuels.
All emissions are calculated using DEFRA emission factors published in the appropriate year.
Scope 2 emissions include all purchased electricity. The data is gathered primarily from energy bills, using 12 months
of data where possible and extrapolated out using average usage where data gaps exist to cover 12 months of
usage. All emissions are calculated using DEFRA emission factors published in the appropriate year.
Scope 2 location based emissions are calculated with emission factors specific to the energy grid of each
operating country.
Scope 2 Market Based emission are calculated using an emission factor that accounts the residual emissions
in the energy grid.
Scope 3 emissions include all indirect emissions across the Group for FY24. The number of scope 3 categories
included has expanded over the reported periods shown, and as such, the year-on-year reported emissions are
not directly comparable.
Carbon is reported in tonnes of carbon equivalent (tCO
2
e) and encompass all greenhouse gasses. The GHG
inventory perimeter for each year includes 100% of the businesses within the Group that have been within the Group
for at least one complete year, including all businesses that are within financial or operation control. Acquisitions
made during the year are not included in that years figures.
% of our scope 2 electricity from renewables
FY20 FY21 FY22 FY23 FY24
na na 73.7 86.5 86.7
The percentage of total scope 2 energy purchase within the business from renewable sources including self
generated and renewable tariffs/products as a proportion of overall scope 2 energy purchased.
Carbon intensity
FY20 FY21 FY22 FY23 FY24
19.4 15.1 12.3 12.3 12.8
Carbon intensity is calculated as Scope 1 and 2 location based carbon emissions in tonnes per £million revenue.
The perimeter and calculation methodology is unchanged in each of the reported years shown. The GHG inventory
perimeter for each year includes 100% of the businesses within the Group that have been within the Group for at
least one complete year, including all businesses that are within financial or operation control. Acquisitions made
during the year are not included in that years figures. The target for FY24 was 11.6. The intensity reported for FY23
has been restated from 11.1 due to improved data collection, the addition of some car journeys not included at
the time, and updated emission factors to improve accuracy, where more accurate 2023 conversion factors are
now available.
ESG Data continued
200 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Reportable accident frequency rate
FY20 FY21 FY22 FY23 FY24
0.03 0.20 0.25 0.30 0.20
Reportable accident frequency rates per 100,000 hours worked are calculated by dividing the number of reportable
accidents recorded in the year by the total number of hours worked and multiplied by 100,000. A reportable
accident is defined as an accident where the injured colleague is unable to work for more than 7 days, and is aligned
to the UK HSE RIDDOR category of injury. 100,000 hours is chosen as it represents an approximation of the hours
worked during a person’s lifetime, and allowing comparability across our business units and with other companies.
Minor incidents frequency rate
FY20 FY21 FY22 FY23 FY24
na 0.61 0.43 0.50 0.18
Minor accident frequency rates per 100,000 hours worked are calculated by dividing the number of minor accidents
recorded in the year by the total number of hours worked and multiplied by 100,000. A minor accident is defined as an
accident where the injured colleague is unable to work for more than 1 day but less than 7.
Safety walks
FY20 FY21 FY22 FY23 FY24
na na 187 391 476
A safety walk is defined as a formal assessment performed by senior management to assess and address health and
safety risks within an operational facilities, with the number shown for the financial year.
Number of colleagues
FY20 FY21 FY22 FY23 FY24
1,445 1,538 1,898 1,871 1,869
Average number of FTE over the financial year. This number includes all companies within the group.
Gender diversity – total employees Male Female Other Total
FY20 980 465 0 1,445
FY21 1,034 504 0 1,538
FY22 1,321 577 0 1,898
FY23 1,310 561 0 1,871
FY24 1,308 561 1 1,869
Gender diversity – Board Male Female Other Total
FY20 5 2 0 7
FY21 5 2 0 7
FY22 4 3 0 7
FY23 4 3 0 7
FY24 4 3 0 7
Based on average number of FTE for the financial year, from data held in company records. This number includes all
companies within the group.
Carbon reduction metrics
FY23 FY24
1 – Emissions from purchased plastic 11,589 11,611
2 – Emissions from Air freight 1,701 762
3 – Scope 2 Market-based emissions 743 642
4 – Emissions from gas used at our facilities 544 641
5 – Emissions from owned vehicles and fuel use 1,183 1,189
Total 15,760 14,845
When setting our carbon reduction targets in FY23 we disclosed a selection of active reduction initiatives that would
be a driver for carbon reductions and that we would track each year.
1 – Virgin plastic has a higher carbon footprint than recycled. Despite the year-on-year increase in the percentage
of our products manufactured from recycled plastic, the total plastic used has increased as have conversion factors.
2 – The reduction in reported Air freight emissions represents a deliberate reduction in air-freighting year-on-year.
FY23 has been restated, aligned to DEFRA factors, to ensure that emissions are not overstated.
3 – We aim to move any remaining purchased electricity to contracted renewable tariffs.
4 – Our aim to reduce natural gas use in UK by switching facilities to electricity is a longer term metric. The increase
year-on-year is natural variability primarily due to cooler weather.
5 – Emissions remain high as vehicle use has increased, and the transition to a fully hybrid/electric fleet continues
as vehicles need replacing. Transition to full EVs is progressing more slowly as we respond to an unstable EV market.
Employee Engagement – methodology
We partnered with WeSoar, a London-based HR Technology and advisory firm to ensure a transparent and unbiased
survey process. All colleagues across Volution Group (except new acquisitions in the year – DVS and iVent) were
invited to participate. The survey was translated into multiple languages and was sent by email to each employee.
We have a significant proportion of our colleagues who do not have a company email address and they were sent
the survey link to their personal email address. Designated computer terminals were provided on site to ensure
these colleagues had easy access to the survey.
Participation rate is calculated as the total number of completed surveys divided by the total number of employees.
All individual responses were confidential and reported in the aggregate subject to a minimum of four responses to
protect data confidentiality. A validated and consistent Likert Scale was used for all questions.
The engagement score was calculated using five key items* identified from a pool of 20 survey items categorized
under the following factors – Purpose, Commitment, Leadership, Role, Work Environment, Innovation, Retention,
Diversity & Inclusion, Advocacy, Communication, Wellbeing, Collaboration, Growth, Belonging.
These five items form the Engagement Index, which represents the overall engagement score, giving equal
weightage to each question. The selected items measure critical engagement factors: Advocacy, Belonging,
Commitment, and Retention. These factors are essential for modern workplace engagement as they reflect how
strongly employees connect with the organization’s values, their willingness to recommend it, their commitment to
staying, and their overall satisfaction. This targeted approach ensures the engagement score provides an accurate
measure of how aligned and committed employees feel.
• I would recommend my organisation as a great place to work.
• My organisation motivates me to contribute more than what is normally required to complete my job.
• I am proud to work for my organisation.
• I would stay even if offered a similar job at another company with comparable pay and benefits.
• I plan to be working in my organisation two years from now.
The results have been presented on pages 70 and 71.
ESG Data continued
201 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Glossary of Technical Terms
Alternating current or AC
the flow of electric current which reverses direction periodically, typically at 50Hz in the UK and Europe. This is the standard type of electricity supply to domestic
and commercial properties
AC blowers
a low-pressure fan with an AC motor
AC motor
an alternating current motor
AHU
air handling unit: a ventilation device which usually integrates air, heating and filtration into one combined unit. May also include cooling and heat recovery
Decentralised heat recovery
a system of ventilation that collects heat from exhaust air that would otherwise be lost and reuses such heat by transferring it to the incoming fresh air. Decentralised
heat recovery consists of multiple units supplying and extracting from around the home
EC/DC
electronically commutated direct current
Electronically commutated or EC
a type of motor which historically used a mechanical means of reversing the current flow but which now uses an electronic device to do the same, which is more
reliable and more efficient
Fan coil
a device used to heat or cool a space which includes a water coil and fan for connection to the wider HVAC package within a building
HVAC
heating, ventilation and air conditioning
Hybrid ventilation
a method that combines both passive and mechanical means to form a mixed mode ventilation system
IAQ
indoor air quality
Motorised impellers
a motor that is supplied complete with an impeller attached to it
MVHR
mechanical ventilation with heat recovery: a centralised system of ventilation that collects heat from exhaust air that would otherwise be lost and reuses such heat by
transferring it to the incoming fresh air
NVHR
natural ventilation with heat recycling
OEM
original equipment manufacturer
PIV
positive input ventilation: this is an energy efficient method of pushing out and replacing stale, unhealthy air by gently pressurising the home with fresh, filtered air to
increase the overall circulation of air in the dwelling
RMI
repair, maintenance and improvement
Rotary heat exchanger
a type of heat exchanger consisting of a circular honeycomb matrix which rotates in the airstream of a heat recovery device
Plate heat exchanger
a type of heat exchanger consisting of a series of plates which transfer the heat from one airstream to another
Specifiers
persons who may specify certain characteristics of products
Low-carbon products – definition
We define our low-carbon revenue as a) revenue from products that are designed to be more energy efficient than the product, or method of ventilation or air movement that they replace, and/or b) revenue
from products which reduce carbon emissions as verified through national calculation methodologies or recognised schemes for improving the energy efficiency of buildings. In our European businesses, this
is driven by the Energy Performance of Buildings Directive (EPBD) with every local jurisdiction having their own national calculation method. In the UK, products that reduce carbon emissions are included in the
Standard Assessment Procedure (SAP) and are listed on the Product Characteristics Database (PCDB) or applied in commercial buildings through the Simplified Building Energy Model (SBEM). In Germany,
products that reduce carbon use calculations through DIN V 4701-10:2003-08 combined with DIN V 4108-6:2004-03 or DIN V 18599- 6:2018-09. We also include products that are listed through other
schemes which recognise energy saving measures such as the Energy Technology List (ETL) in the UK, or in Australia, products that help improve the ‘star rating’ of a home in the Nationwide House Energy
Rating Scheme (NatHERS). In addition, we include products that save energy over traditional methods such as our products with automation and our DC/EC motorised extract fans. Our low-carbon products
are aligned to our accreditation with the FTSE Russell Green Economy mark where our low-carbon revenue is defined as deriving from ‘green’ products and services as defined by FTSE Russell’s Classification
System (2023), within the category of Buildings and Property EM.01.0 ‘revenue generating activities related to the design, development, manufacture or installation of energy efficient products or services for
use in buildings’.
202 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

Shareholder Information
Shareholder services
For any enquiries concerning your shareholding please contact our registrar:
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA
United Kingdom
Equiniti has a shareholder portal offering access to services and information to help manage your
shareholdings and inform your important investment decisions. Please visit www.shareview.co.uk.
Shareholder helpline: 0371 384 2030
1
from the UK
or +44 (0) 121 415 7047 from overseas.
Note
1. Lines are open 8.30 am to 5.30 pm, Monday to Friday (excluding public holidays in England and Wales).
You can access our Annual Report and Accounts and other shareholder communications through our
website, www.volutiongroupplc.com.
Company advisers
External independent auditor
PricewaterhouseCoopers LLP
Corporate brokers
Berenberg
Jefferies International Limited
Legal adviser
Norton Rose Fulbright
Financial PR adviser
FTI Consulting
Company Secretary and registered office
Fiona Smith
Volution Group plc
Fleming Way
Crawley
West Sussex
RH10 9YX
United Kingdom
Registered in England and Wales
Company number: 09041571
LSE ticker code: FAN
Legal Entity Identifier: 213800EPT84EQCDHO768
Tel: +44 (0) 1293 441 662
Shareholder enquiries: investors@volutiongroupplc.com
General enquiries: info@volutiongroupplc.com
Website: www.volutiongroupplc.com
Forward-looking statements
The Annual Report and Accounts contains certain statements, statistics and projections that are or
may be forward looking. The accuracy and completeness of all such statements including, without
limitation, statements regarding the future financial position, strategy, projected costs, plans and
objectives for the management of future operations of Volution Group plc and its subsidiaries is not
warranted or guaranteed. These statements typically contain words such as “intends”, “expects”,
“anticipates” and “estimates” and words of similar import. By their nature, forward-looking statements
involve risk and uncertainty because they relate to events and depend on circumstances that will
occur in the future. Although Volution Group plc believes that the expectations reflected in such
statements are reasonable, no assurance can be given that such expectations will prove to be correct.
There are a number of factors, which may be beyond the control of Volution Group plc and could
cause actual results and developments to differ materially from those expressed or implied by such
forward-looking statements. Other than as required by applicable law or the applicable rules of any
exchange on which our securities may be listed, Volution Group plc has no intention or obligation
to update forward-looking statements contained herein.
203 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

204 Volution Group plc Annual Report 2024 Strategic report Governance report Financial statements Additional information

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Volution Group plc
Fleming Way
Crawley
West Sussex RH10 9YX
United Kingdom
volutiongroupplc.com