B&M European Value Retail S.A. Annual Report and Accounts 2025

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B&M European Value Retail S.A.

Annual Report and Accounts 2025

Welcome to our 2025 Annual Report and Accounts

Financial highlights

1. Adjusted values are considered to be appropriate to exclude unusual, non-trading and/or non-recurring impacts on performance which therefore provides the user of the

accounts with additional metrics to compare periods of account. See notes 2, 3 and 4 of the financial statements for further details.

2. Post-tax free cash flow is an Alternative Performance Measure. Please see note 3 of the financial statements for more details and reconciliation to the Consolidated Statement

of Cash Flows.

Group revenues

£5.6bn

3.7% (2024: £5.4bn)

Adjusted EBITDA (pre-IFRS 16)

£620m

0.6% (2024: £616m)

Adjusted operating profit

£591m

-1.8% (2024: £602m)

Contents

Strategic Report

Financial highlights IFC

Our principles 1

Company overview 2

Long-term strategy 3

Investment case 4

Business model 6

Chair’s statement 8

Market overview 10

In depth – France supply chain expansion 12

Business review 14

Financial review 16

Key performance indicators 21

Principal risks and uncertainties 22

Corporate social responsibility 30

Task Force on Climate-related

Financial Disclosures (TCFD) 40

Stakeholders and

Section 172 statement 54

Corporate Governance

Chair’s introduction 58

The Board of Directors of B&M

European Value Retail S.A. 59

Corporate Governance report 62

Audit & Risk Committee report 69

Nomination Committee report 74

Directors’ remuneration report 77

Directors’ report and

business review 93

Statement of Directors’

responsibilities 98

Financial Statements

Independent Auditor’s Report 99

Consolidated Statement

of Comprehensive Income 102

Consolidated Statement

of Financial Position 103

Consolidated Statement

of Changes in Shareholders’ Equity 104

Consolidated Statement

of Cash Flows 105

Notes to the Consolidated

Financial Statements 106

Company Profit and Loss Account 149

Company Balance Sheet 150

Notes to the Annual Accounts 151

Corporate Directory IBC

Headline measures (52-week comparable basis)

Operating profit

£566m

-7.0% (2024: £608m)

Statutory diluted earnings per share

31.8p

-13.0% (2024: 36.5p)

Post-tax free cash flow

£311m

-18.5% (2024: £382m)

Ordinary dividends per share

15.0p

2.0% (2024: 14.7p)

Cash generated from operations

£784m

-9.1% (2024: £862m)

Statutory revenue

£5.6bn

1.6% (2024: 5.5bn)

This Annual Report and Accounts are for the 52 weeks financial reporting period to 29 March 2025 (“FY25”).

Statutory measures (FY25: 52-week, FY24: 53-week)

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Financial StatementsCorporate GovernanceStrategic Report

Our principles

Our goal:

To be Europe’s leading

variety discount retailer.

What we do:

Provide excellent best-selling

products at the lowest prices,

in brilliant shops.

How we do it:

Excellence

We’re obsessed with retail excellence and

develop our colleagues to be the best.

Speed

We operate at speed, at low cost

with simplicity.

Teamwork

We help each other, with respect and

high personal integrity.

Hard Work

We work hard for our customers every

day and celebrate it.

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Company overviewCompany overview

A leading European variety discount retailer,

providing excellent, best-selling products

at low prices in brilliant shops everyday

B&M UK

Heron Foods

B&M France

Our fascias

Number of employees

32,662

Number of stores

777

Number of employees

5,437

Number of stores

343

Number of employees

1,449

Number of stores

135

1. Includes the corporate segment. For further detail, see note 3 of the financial statements and the reconciliation.

2. Includes colleagues at the French support centre, and those working in stores operated directly by the Group. Those colleagues working in stores operated under the mandated

manager model are employed directly by the manager of each store, and are therefore not employees of the Group and so excluded from the number above.

3. Adjusted values are considered to be appropriate to exclude unusual, non-trading and/or non-recurring impacts on performance which therefore provides the user of the

accounts with additional metrics to compare periods of accounts. See notes 2, 3 and 4 of the financial statements for further details.

FY25 performance by fascia

Revenue

£5,571m

B&M UK £4,483m

B&M France £542m

Heron Foods £546m

Adjusted EBITDA (pre-IFRS 16)

£620m

B&M UK £545m

B&M France £48m

Heron Foods £30m

Adjusted operating profit

£591m

B&M UK £530m

B&M France £48m

Heron Foods £16m

B&M European Value Retail S.A.

Annual Report and Accounts 2025

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Long-term strategy

Existing B&M

UK stores –

a core driver

of growth

New B&M

UK stores –

continuing

rollout with

rapid payback

1. One-year LFL revenues relate to the B&M UK estate only (excluding wholesale revenues) and are based on either 52 week vs. 52 week or 13 week vs. 13 week comparison periods.

They include each store’s revenue for that part of the current period that falls at least 14 months after it opened compared with its revenue for the corresponding part of FY24.

This 14-month approach has been adopted as it excludes the two-month halo period which new stores experience following opening.

2. Adjusted values are considered to be appropriate to exclude unusual, non-trading and/or non-recurring impacts on performance which therefore provides the user of the accounts

with additional metrics to compare periods of accounts. See notes 2, 3 and 4 of the financial statements for further details.

3. Total revenue growth is measured on a 52-week comparable basis.

1 2 3 4

Our four channels of growth will deliver long-term, profitable, cash-generating growth

Progress in FY25

With 777 stores already

open, B&M has a significant

discount retail presence across

the UK. Our existing stores

offer considerable scope for

improving sales densities.

Like-for-like

(“LFL”) sales growth

tends to be highly profitable

growth and will be achieved

through a relentless focus on

product, price and an excellence

in retail standards that ultimately

encourages more customers to

shop with us more frequently.

We believe that improved store

standards were a key driver

of LFL growth in earlier years,

and we continue to maintain

these high levels, confirmed

by strong weekly scores and

good on-shelf availability. We

continue to see a differentiation

in performance between stores

scored at high standards relative

to others.

FY25 saw a 3.1% LFL

sales

decline, which was below

our expectation of positive

LFL performance. The focus

on LFL performance remains

relentless and space, ranging

and in-store merchandising

initiatives are all underway to

strengthen performance in FY26.

Progress in FY25

We aim to have not less than

1,200 B&M UK stores. What

underpinned this target has

been increased sales densities,

the success of our Southern

openings and the experience

of opening stores in closer

proximity than previously

thought.

At 1,200 stores, the estate

would be over 50% bigger than

it is today, but with new stores

being typically larger, with a

higher proportion of garden

centres and with higher total

sales, the impact on our sales,

profit and cash generation is

likely to be even greater. New

stores continue to payback

rapidly within 12 months.

In addition, we place great

emphasis on refreshing

and updating our existing

store estate. This can mean

relocating an older, legacy

store to a new larger format

store – often with a garden

centre attached. This results

in square footage growth

surpassing the increase in the

number of stores.

Progress in FY25

France has continued the

transformative journey that it has

embarked on since acquisition.

All stores trade under the

B&M banner, the proportion of

Fast-Moving Consumer Goods

(“FMCG”) sales is increasing as

we expand the range, leading to

higher sales densities, and we

continue to gently expand our

new store opening programme.

In General Merchandise, the

product mix has evolved with

a greater focus on home and

the phasing out of clothing. This

product realignment along with

the B&M branding of the stores

has been well received by the

French consumers.

France has a similar population

to the UK and over the long-term

the French discount retail market

is less competitive and therefore

we expect France to continue to

build sustainable profit for many

years to come.

Progress in FY25

Heron Foods (“Heron”)

continues to deliver value and

convenience to customers

looking to manage their

budgets.

Over recent years, Heron Foods

has improved its ranges to

increase appeal to existing

and new customers. Through

more intense merchandising,

some freezers have been

removed from stores, freeing

up space for expanded, fresh,

chilled and ambient ranges.

All of which led to exceptional

revenue growth in FY23 and

FY24. Performance in FY25

has moderated on the back of

these two exceptional years of

growth.

Heron remains a long-term

growth opportunity. With

343 stores currently and

an opening programme

of 10-15 stores per annum,

the long-term opportunity

remains considerable.

Performance in FY25

B&M UK LFL

revenue performance

(3.1)%

Performance in FY25

B&M UK gross new

store openings

Performance in FY25

B&M France total

revenue growth

7.8%

Performance in FY25

Heron Foods total

revenue growth

(0.6)%

France will

provide

growth for

many years

to come

Heron Foods

offers growth

potential

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Investment case

Long-term

profitable growth

There are four channels of growth:

B&M is a leading European discount variety value retailer, with 777 B&M

stores in the UK, 135 B&M stores in France and 343 Heron Foods discount

convenience stores in the UK. Each fascia has the opportunity for many

years of growth – with a relentless focus on price, relevant ranges and

excellence in store operational standards.

B&M is committed to delivering long-term profitable growth through its four channels

B&M has many opportunities and many years

of growth ahead as it broadens its appeal

and expands its store numbers in the UK and

France. In expanding its store numbers and

increasing sales densities in existing stores,

B&M expects to continue to deliver long-term

profitable growth, generate cash and return

excess cash to shareholders. B&M remains

a rollout story, thereby we have confidence

we will deliver compounding earnings growth

and cash returns for shareholders.

New UK stores: A store target to operate at least

1,200 B&M UK stores

We plan to operate at least 1,200 B&M stores in the UK, which represents an increase of over 50%

in store numbers compared to the year end. At our current pace of openings this represents over

ten years of growth in store numbers. With new stores tending to be bigger than the existing average

and with a higher proportion expected to have garden centres, the underlying growth in sales is

expected to be greater than the 50%+ increase in store numbers.

New stores bring direct volume growth and our plans to open 45 gross stores in FY26 bring significant

benefits to buying, productivity gains and cash-generation. Payback on recent new stores has been

on average less than a year, so the more stores we open the better the cash-generation. We will

always open in a controlled, disciplined manner, and we will not put a strain on the operational and

support functions of the business. The quality of our openings is paramount. Rather than opening a

larger number of stores in any given year we will always ensure new stores meet our strict financial

criteria and payback requirements.

In conjunction with our new store openings, we will continue to maintain and update our existing

store estate. Where the opportunity arises, we will replace older, legacy stores that are at the end

of their lease with newer, larger stores, often with a small garden centre attached. This will result

in square footage growth (a key driver of sales) outpacing growth in store numbers.

B&M is positioned for long-term compounding

earnings growth and cash returns for shareholders.

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Financial StatementsCorporate GovernanceStrategic Report

1. One-year LFL revenues relate to the B&M UK estate only (excluding wholesale revenues) and are based on either 52 week vs. 52 week or 13 week vs. 13 week comparison

periods. They include each store’s revenue for that part of the current period that falls at least 14 months after it opened compared with its revenue for the corresponding

part of FY24. This 14-month approach has been adopted as it excludes the two-month halo period which new stores experience following opening.

Positive LFLs over the longer term help offset

cost inflation and help drive cash generating

profitable growth

Our existing stores offer considerable scope for improving sales densities over the long term. Each 1%

LFL

sales growth is equivalent to opening over seven new stores, but without any capital expenditure

or increases in fixed costs. LFL

growth therefore tends to be highly profitable growth, which helps fund

low prices (to drive further LFL

sales), creates new jobs and generates good returns to shareholders.

Growth in sales densities will be achieved by taking a bigger share of available expenditure in existing

catchment areas as our relentless focus on price, value and retail standards drives brand awareness

and frequency of shop with consumers.

Each year will be different and will be impacted by the overall economy, the competitive environment

and the health of the consumer (financially and in terms of confidence). Overall, we expect and always

plan to deliver positive LFL sales growth each year.

France will provide growth for many years to come

In terms of size and wealth, France has a similar population to the UK, where we target over 1,200

stores. Therefore, the UK estate sets a relevant benchmark for the potential scale of the French estate

over the long-term. As we begin to accelerate our store opening programme, France will provide many

years of profitable, cash generating growth.

We have transformed France in recent years and all stores operate under the B&M fascia. We continue

to grow our FMCG ranges which helps drive sales densities and provides a “halo effect” for our General

Merchandise offer. Pricing is highly competitive, and profitability is good, with a strong underlying

profit margin. We will continue to evolve the offer and expect sales densities and our EBITDA margin to

improve over the long-term.

Heron offers growth and other benefits to the

core business

Heron is our discount convenience store operation, based primarily in the North of England and the

Midlands in neighbourhood locations. Average size of our stores stands at 3,000 sq. ft. which means

the majority are classified as convenience stores and can trade for more than six hours on a Sunday.

Over recent years, the offer has been refined to include more Ambient, Fresh and General Merchandise

products and this has resulted in a step change in total sales and sales by broad category. Space for

the enhanced ranges was created by merchandising the traditional frozen food offer more intensely,

which allowed us to remove freezers, reduce operating costs and reduce the capital cost of new

stores. By merchandising more intensely, we were able to maintain frozen sales volumes while adding

substantial sales in new areas.

Heron offers long-term potential through the store roll out and we continue to open new stores in a

controlled and highly disciplined way.

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Business model

A disruptive, agile and low-cost

business model capable of responding

to changing conditions

Our business model is to directly source a targeted limited range of best-selling FMCG and General

Merchandise products at the best prices we can. We pride ourselves on being an Everyday Low Price

(“EDLP”) retailer with a relentless focus on maintaining excellence in operational standards and an

Everyday Low Cost (“EDLC”) operating model.

Stakeholder

outputs

Business

strengths

Corporate social

responsibility

See CSR report on page 30

for more information

Risk

management

See Principal risks on page 22

for more information

Financial

performance

See Financial review on page 16

for more information

Our business model is underpinned by:

Differentiated operating model

Targeted grocery offering

SKU discipline

Compelling non-grocery

offering

Disruptive sourcing

process

Cost efficiency

Format flexibility

Seasonal flex

No online channel

B&M European Value Retail S.A.

Annual Report and Accounts 2025

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Business strengths

Stakeholder outputs

Underpinned by our ESG strategy

Value to customers

Our purpose is about delivering great value to customers so they keep

returning to our stores time and time again. Helping customers to spend

less on the things they buy regularly for their homes and families all

year round is what our business model is designed to constantly deliver.

Given the current cost-of-living crisis showing no signs of easing and the

ongoing macroeconomic uncertainty, value for money is likely to become

increasingly important for many consumers in the years ahead, making the

B&M proposition highly relevant.

Colleague progression

Our colleagues are crucial to the ongoing success of the business, be that

in our central support teams, those working in our logistics network or

store colleagues providing great customer service every day. In keeping

with our values, we take pride in being an innovative and exciting place for

colleagues to work, grow and develop to their full potential. Our continued

growth creates new job opportunities in the communities where we trade

and there are always progression opportunities for colleagues throughout

the business to build long-term, successful careers.

Suppliers as partners

The continued growth of B&M also benefits our suppliers. We have long-

standing trading relationships with a number of the leading household

brands across food and FMCG. We have several exclusive brands and other

branded General Merchandise product ranges. We are proud to partner

with these brand names for the mutual success of our respective businesses.

We are always interested in adding new brands to our ranges and our

continued growth gives potential for suppliers to grow alongside us, further

strengthening these relationships.

Investment in communities

Our store opening programmes target areas where we are under-

represented or not represented at all, using our flexible store formats to suit

the relevant locality. Each time we open a new store, we create new jobs in

the local community whilst at the same time providing convenient access to

our value-for-money offer.

Returns for investors

Our characteristics of low capital-intensity and high-returning cash-

generative growth is a relatively rare and powerful combination in bricks

and mortar retailing. These characteristics contribute to the sustainability

of our business model, which enhances our ability to provide continued

growth and attractive returns to investors.

Scale & convenience

Our network of over 1,250 stores across the UK and France are found in

convenient locations in modern retail parks, popular town centres and

on high streets. They are located in places close to where people live and

work, making them easily accessible for customers.

Well-invested infrastructure

We have a modern and scalable infrastructure to support the operations and

growth of the business. B&M UK has five distribution centres in total as well as

a new import centre in Ellesmere Port that opens in FY26. The new centre will

provide 675,000 sq ft of space which will accommodate all inbound containers

from China and therefore optimise existing distribution centre network capacity

levels. In addition, Heron Foods has their own dedicated distribution centre

whilst B&M France are extending their current distribution centre which will

increase capacity by 40%, meaning the Group is well positioned to continue

our store rollout programme across all fascias and territories.

Strong brand reputation

The B&M and Heron Foods names are established brands in the UK, having

a strong reputation for delivering consistently great value on the products

people regularly buy for their homes and families. In a recent external

customer survey, B&M is currently ranked 10th most popular retail brand

in the UK

and has a strong social media presence with over 1.5 million

Instagram followers that allows the business to reach a vast amount of

people with targeted price and product messages – affirming the B&M

brand as one of the leading UK retailers in the market. In France, there

is growing awareness of the B&M brand as it is now in the top three most

attractive discounters in the country

and the customer response to recent

product changes has been very positive. With discount shopping continuing

to become more socially accepted, there are opportunities to attract

new customers whilst retaining the loyalty of existing customers in the

years ahead.

Skilled colleagues

Developing products and ranges to provide great value whilst being fresh

and on-trend takes skill, experience and discipline. We have colleagues

with many years of experience in their respective product markets, many of

whom have worked previously as buyers and merchandisers with category

specialist competitors. By working collaboratively across different teams and

with an entrepreneurial flair in keeping with the B&M culture, we are able to

provide customers with the products they want at value prices all year round.

Strong supplier relationships

Maintaining our competitive value-led price model is also about

developing strong long-term supplier relationships, who we regard very

much as partners. Many of our suppliers have grown alongside us over

several years and they value our simple, transparent pricing and efficient

way of working. With our focus on only stocking the best-selling products

and constant newness an important feature of the proposition, this creates

opportunities to welcome new suppliers in to our business.

Governance & risk management

Our corporate governance and risk management approach is geared

toward ensuring we have effective, robust structures and processes in

place. Our Non-Executive Directors have many years of experience in retail

and consumer product businesses. They provide constructive challenge

to our management team to help ensure we operate our businesses and

manage risk appropriately and in the interests of all stakeholders.

1. YouGov | Savant Most Loved Retail Brands Report.

2. Ipsos iSay Survey on 2,943 consumers re price, offer and shopping experience.

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Chair’s statementChair’s statement

Tiffany Hall

Chair

Continued strong

profits and cash returns

for our shareholders.”

I am pleased to present

my first statement

to shareholders as

Chair following my

appointment at the

AGM in July 2024.

I would like to thank Peter Bamford for the

significant contribution he made to the

business as Chair during his six year tenure,

overseeing a strong period of growth and

successfully navigating the challenges of

COVID.

Strategic progress

As Chair, I am committed to continuing the

focus on a simple, disruptive commercial

model and an entrepreneurial culture so we

can deliver great products and everyday low

prices for our customers and profitable, cash

generating growth for our shareholders.

This has been a challenging year for B&M with

a tough macroeconomic backdrop and many

of our customers continue to face cost of living

pressures. UK LFL performance has not met

our expectations this year in both B&M UK and

in Heron Foods. However, the performance

of new stores in both the UK and France

continues to be encouraging and driving

overall sales growth for the Group. Gross

margin was robust and costs managed with

discipline resulting in a Group adjusted EBITDA

(pre-IFRS 16) of £620m, slightly ahead of last

year. Cash generation continued to be strong

with free cash flow of £311m. This was lower

than last year due to increased stock holding

and higher finance costs.

We have continued to expand our footprint

with the opening of new stores across the

Group. The performance of the new stores we

have opened is strong and there is significant

potential for further expansion of our store

footprint so we are investing in our distribution

capability in the UK and France to support this

future growth. Our new UK import centre in

Ellesmere Port will be operational this summer.

In France a new Warehouse Management

System (WMS) has been successfully

implemented and we are extending the French

distribution centre.

Our plans are well underway to redomicile in

order to simplify administrative processes and

enable greater flexibility in returning capital

to shareholders, including through share

buybacks, and we expect to complete the

process by the end of the calendar year.

Chief Executive succession

Alex Russo retired from his role as Chief

Executive Officer at the end of April. I would

like to thank Alex for his commitment, energy,

dedication and hard work since joining the

business in 2020 and, in particular, since

becoming CEO in September 2022. Alex has

driven a relentless focus on high operational

standards and low cost and re-energised the

store roll out programme. We wish him well for

the future.

After Alex Russo’ departure, Mike Schmidt

took on the role of interim CEO in addition to

his CFO role and I am delighted that Tjeerd

Jegen will be joining the business as CEO

in June following an extensive recruitment

process. We concluded Tjeerd has the right

characteristics and experience to lead the

Group through the next phase of its journey,

bringing over 25 years of international retail

leadership experience across FMCG, General

Merchandise and Value sectors. He is a people

focussed leader who combines a strategic

mindset with a strong track record of delivery

and represents a good fit for the B&M culture.

I look forward to working with Tjeerd when he

joins.

Board and leadership changes

The Board has continued to evolve and

develop this year. Following my appointment

as Chair, Oliver Tant succeeded me as Senior

Independent Director, Hounaïda Lasry

succeeded me as Chair of the Remuneration

Committee and Paula MacKenzie succeeded

me as Designated Non-Executive for Workforce

Engagement. Ron McMillan retired at the

AGM in July 2024 after 10 years as a Non-

Executive Director and we welcomed two

new independent Non-Executive Directors

during the year, Nadia Shouraboura and Euan

Sunderland, who have brought relevant retail

experience which complements the rest of

the Board.

Financial StatementsCorporate GovernanceStrategic Report

B&M European Value Retail S.A.

Annual Report and Accounts 2025

The management team has also continued to

evolve with the promotion and development of

internal talent. Bobby Arora retired at the end

of the financial year as Group Trading Director

and I would like to thank him for the pivotal role

he has played in B&M’s growth and success

over many years. Bobby has been succeeded

by Gareth Bilton who has over 25 years

experience at B&M and leads a strong and

experienced buying and merchandising team.

Looking ahead

The consumer environment remains

challenging and uncertain and the business

faces cost pressures in the year ahead with a

higher minimum wage, increases in National

Insurance for employers and the introduction

of the Extended Producer Responsibility tax. In

this tough external environment, I am confident

that our model is even more relevant. By buying

well and keeping our business systems and

processes simple and efficient, we can provide

great products at every-day low prices to help

customers make their money go further and

the B&M entrepreneurial culture enables us to

adapt quickly to changing customer needs.

This year will see a focus on improving our UK

LFL performance and a number of initiatives

are already underway. We will also continue to

grow our store footprint in the UK and France.

We remain committed to delivering long term

cash generating growth for our shareholders

and I would like to thank them for their

continuing support.

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

our colleagues who work at B&M for their hard

work and commitment in delivering for our

customers every day.

Tiffany Hall

Chair

3 June 2025

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Market overview

Profitable, cash-generating

growth

We seek to leverage our position in the retail market to drive profitable,

cash-generating growth for our shareholders. This is achieved by serving our

customers well with everyday low prices and relevant best-selling product

ranges, by working closely with our partners in our supply chain to achieve

mutual success and by providing our employees with a good working

environment and the opportunity to progress within our organisation.

As an EDLP retailer, we must operate with an Everyday Low Cost (“EDLC”)

model. We do this in an increasingly competitive market, where costs

continue to rise and where economic and geopolitical uncertainty abounds.

General trends

The last financial year has been tough for the

retail industry with more corporate failures,

more stores closed and more jobs lost. The

outlook for the next 12 months is similarly

challenging with regulatory cost increases

(including increased National Insurance

Contributions (NIC) for employers and the

introduction of the Extended Producer

Responsibility tax) both set to drive high-cost

inflation, which many retailers have said they

will need to pass on to consumers. Against this

backdrop, which has seen pressured sales and

falling profits for a number of retailers, while

we have seen a decline in our like-for-like sales

performance, we have grown our total sales,

opening 45 gross (36 net) new B&M stores in

the UK, 11 in France and 14 (8 net) Heron stores.

We have also defended our financial model

of attractive profit margins and good cash

generation, seeking to mitigate cost increases

in order to maintain or strengthen our price

position and we have continued to invest in

our stores. This has meant we continue to be

recognised by consumers for our value for

money credentials, with YouGov BrandIndex

value perception scores throughout FY25

continuing to show a material difference in

value perception relative to the traditional

supermarkets and many General Merchandise

and discount retailers. This has been

particularly important as the consumer

has remained under economic pressure,

has seen a decrease in confidence and is

increasingly concerned about job losses

post the Autumn budget.

We believe that this uncertain economic

backdrop favours a low-cost financial and

operational model, and the widely observed,

long-term structural shift to discounting by

consumers continues. Price competition

has continued across the FMCG sector with

traditional supermarkets investing more in

price, through loyalty card programmes and/

or through investment in base pricing. But

despite these investments, the long-term trend

of growth by discounters continues, with the

two German Limited Assortment Discounters

(LADs) adding more market share at the

expense of the traditional supermarkets. As

these German LADs have limited ranges, most

of their customers also shop elsewhere and

we remain highly complementary given they

sell many ranges that we do not, including

fresh, chilled and frozen, while we sell branded

goods which represent only a small proportion

of their sales. We find that many customers

come to us first to buy their staple tins and

packets and then visit the LADs for their fresh,

chilled and frozen. It is a symbiotic relationship.

The cost-of-living crisis has not gone away.

Consumers are still facing heavy costs and

high price increases for many basic household

bills, including housing, property taxes,

utility costs, etc. Added to this is the increasing

fears of job losses as a result of the rise in

employers NIC.

But it is not just the lower quintile of earners

that are under pressure, it is also the middle

classes, who are unlikely to see significant

wage increases and who are facing their

own high inflation in household bills such as

utilities and council tax. The squeezing of the

middle classes is an opportunity for B&M.

As consumers “trade down” to protect their

lifestyle, we will be positioned to protect their

aspirations with relevant product ranges

and prices. A tough economic environment

is one in which our value for money credentials

come to the fore and it is one in which we

should thrive.

The UK shopper remains focused

on in-store experiences

Despite the closure of many stores over

recent years, the UK consumer remains

predominantly a store-based shopper. As

of February 2025, the ONS estimated that

73% of UK retail sales were made through

physical stores

. Although many high streets

are suffering, retail parks and some shopping

centres continue to prosper and these are the

areas where our new stores are targeted.

Much has been written on the growth and

potential threat of retailers that offer home

delivery/take orders online, but in some retail

sectors the concept remains unproven with

low returns on capital or even losses. For some

omni-channel retailers, such as supermarkets,

home delivery represents a margin dilutive

operation that requires higher in-store prices

to protect returns. This is to B&M’s advantage

as we do not operate a home delivery/

online service and therefore do not have to

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Financial StatementsCorporate GovernanceStrategic Report

1. Retail sales index, Office for National Statistics (ONS), February 2025.

2. Figures are based on external market research on the size of the relevant market in 2024. Market share is calculated by reference to UK revenues in FY25,

whilst the market size estimate will include spend on categories where B&M and Heron Foods do not participate but is presented here for illustrative purposes.

3. Retail Insight Network – CRR data for store closures 2024.

4. Store openings and closures 2024 – PwC retail and consumer goods insights.

5. Based on ordinary and special dividends paid in FY21 to FY25.

cross subsidise our operations. We continue

to offer the lowest possible prices in store,

without the distraction of home delivery/online

operations. There will always be new entrants

and companies exiting the market and we

welcome all forms of competition. We remain

rational and focused on executing our proven

value-creating business model, and with a UK

market share

of only 2% we see significant

opportunities within the physical retail market.

Competitive environment

The retail industry remains tough, as evidenced

by the plethora of profit warnings and retail

failures over the last 12 months. Retailers have

been squeezed by high-cost inflation and by

subdued demand leading to limited volume

growth across the market. In 2024 in the UK,

according to ONS retail sales pound data,

the value of retail sales increased by 1.4%

to £517bn, this increase is below the level of

inflation and hence volume sales declined for

the industry. Furthermore, the retail industry

has been hit hard by wage inflation, with the

minimum wage increasing by c.20% over a

two-year period, with further increases in

the current year alongside a major increase

in employment costs due to changes in

employers NIC. Outside of costs of goods

sold, labour is the biggest single cost for most

retailers, so increases in labour costs hit home

hard and can have unintended consequences.

In 2024, over 13,000 retail stores closed for

good, representing over 28% increase on

the previous year

. With c.9000 new stores

opening

, the net reduction year-on-year

was nearly 4000 stores. There were 10 more

closures than openings per day in 2024.

The Centre for Retail Research estimates that

nearly 170,000 jobs were lost in retailing in

2024

. Many more jobs are expected to be lost

in 2025, with forecasts expecting 50,000 job

losses just due to the NIC changes alone and

many more expected due to other reasons.

At B&M, we continue to expand and we

continue to deliver volume gains. At B&M

UK we have opened 92 gross (70 net) new

stores over the last 2 years and have a strong

pipeline of 45 gross new stores planned

for the current financial year. The resulting

substantial increase in our volumes enable

us to secure better buying terms and help us

to deliver productivity and efficiency gains

throughout the company. These volume gains

help offset high-cost inflation, such as labour

inflation, in a way that is not open to many of

our competitors. Of course there are many

other productivity gains that result from volume

growth, such as improved supplier relations,

buying power and pushing more volume

through the same infrastructure and logistics

network. We are better positioned than most to

deal with a challenged retail environment and

consequently are set for continued growth at

the expense of weaker retailers.

Supermarket industry

FMCG accounts for around half of our sales

and our main competitors are the mainstream

supermarkets. The supermarket industry

continues to be in a state of flux, with the

continued growth of limited assortment

discounters, two major supermarket operators

being under private-equity ownership and with

several other food retailers under pressure. The

response by some, appears to have been to

reduce operating cost spend through reduced

staff hours in store, leading to a deterioration of

store standards, including product availability.

At B&M, best-in-class standards is a must for

our managers. With our EDLP offer and EDLC

model, we remain well positioned to take

advantage of the competitive situation – that a

number of competitors cross subsidise home

delivery services with higher prices in store,

only adds to our strong strategic position in

pricing. There are always winners and losers

in the supermarket industry, but price always

wins and we will maintain our leading price

proposition.

General Merchandise retailing

General Merchandise accounts for the other

half of our sales. Key categories include

toys, DIY, home furnishings and garden. We

currently have 250 stores with garden centres,

making us the second largest operator in this

market in the UK.

Unlike many retailers in General Merchandise,

much of our sales are non-discretionary.

Toys at Christmas, essential DIY maintenance

and small ticket items like phone charging

cables, batteries and storage boxes are

non-discretionary home items. Similarly, at

any one point in time there are people setting

up their home, moving house or going to

college, and for these groups of consumers,

buying furnishings, bedding and kitchen/

dining is essential. It is hard to categorise

exactly the split between discretionary and

non-discretionary, but non-discretionary is

greater than many might think. This reduces

the cyclicality of our business and puts us in

a strong strategic position. As the economic

environment gets tougher, so more consumers

will be expected to trade down and many will

experience B&M for the first time, either in new

stores or in existing stores.

The future for discounting

is bright

Discount retailing is a structurally growing

market. B&M is well positioned and remains

a rollout story with very substantial long-term

potential. With a low capex model and rapid

growth, we are a substantial cash generator.

We have returned over £2bn to shareholders

over the last five financial years

and will

continue to generate cash and distribute it

to shareholders going forward.

B&M UK in numbers

777

Number of B&M UK stores

1,200

B&M UK stores target

5.5m

UK shoppers every week

B&M European Value Retail S.A.

Annual Report and Accounts 2025

In depth

France supply chain expansion

B&M France: Distribution centre

upgrades & expansion

Since its acquisition by B&M in October

2018, the French business has undergone a

significant transformation. All legacy Babou

stores have been converted to be B&M stores,

requiring rebranding, remerchandising

and layout changes. The product range has

evolved – initially broadly aligning General

Merchandise to benefit from the economies of

scale available from the Group’s UK operations

before expanding the FMCG selection to

better suit French consumer preferences. This

strategic evolution has been essential to fully

establishing the B&M brand in France.

Since the acquisition, the French store

network has also grown by over 40% to

135 stores, accelerating business growth

and strengthening brand recognition in key

locations. However, rapid expansion has

required operational development. While

our primary focus has remained on driving

optimisation of price, product, and retail

standards, we also identified necessary

logistics development at our distribution centre

(DC) to facilitate long-term growth.

Our existing DC in Cournon-D’Auvergne

(565,000 sq ft), along with two smaller satellite

warehouses (218,000 sq ft) in the same

location, currently services our 135-store

estate. However, IT system constraints have

led to challenges in handling growing inbound

volumes effectively, and these issues were

expected to increase as the DC grew in size

during FY26.

To support increasing volumes over the next

five years, we successfully implemented

Blue Yonder, an industry-leading warehouse

management system (WMS), replacing the

legacy system. This upgrade enhances

security, stability, and productivity. As the

same WMS used by B&M UK, our French team

benefited from Group-wide expertise, ensuring

a smooth as possible transition.

To further expand capacity, we initiated the first

of two planned DC extensions. The first phase,

adding 258,000 sq ft, is set for completion

in July 2025, followed by a second phase in

March 2026, adding an additional 201,000 sq

ft. Once the first extension is operational, the

two satellite warehouses will close in July 2025.

In total, this expansion will increase throughput

capacity by nearly 40% and improve overall

efficiency. While successful execution will

require careful planning and role refinement

within the DC team, the WMS integration was a

crucial first step.

Although the cost benefits of the new WMS

and DC expansions will only be fully realized

from FY26 onwards, this project underscores

our commitment to long-term growth, ensuring

sufficient capacity to support at least the next

five years of expansion.

Financial StatementsCorporate GovernanceStrategic Report

B&M European Value Retail S.A.

Annual Report and Accounts 2025

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Business review

Overview

In FY25, the Group’s sales performance,

particularly within the B&M UK business, was

below expectations amid challenging market

headwinds. However the Group’s overall

profit delivery and cash generation remained

resilient, particularly in comparison to its

longer-term history.

Group revenues increased by 3.7% to £5.6bn

(on a 52-week comparable basis), primarily

driven by the contribution from new stores

and positive like-for-like (LFL)

performance

in France, which offset a negative 3.1% LFL

performance in the B&M UK business. Group

adjusted EBITDA (pre-IFRS 16)

saw a modest

increase to £620m (FY24 52 weeks: £616m)

which is 81.0% higher than FY20.

The Group’s financial model is built on

consistent, strong cash generation and

disciplined capital investment that supports

the continued store expansion and investment

in infrastructure. With an adjusted return on

capital employed

of over 30%, last year the

Group returned £300m and over the last five

years the Group has driven the return of £2.1bn

to shareholders through ordinary and special

dividends, while maintaining a conservative

leverage ratio

of 1.26x.

Continued progress was also made against

strategic priorities, positioning the business

well for the future, including by driving store

standards and availability, maintaining the

Group store opening program, and expanding

distribution capabilities, all of which are

fundamental to better serving our customers

and positioning the Group to drive growing

returns for shareholders in future.

Operational review and market

environment

FY25 saw a challenging UK retail trading

environment. While a number of external

factors – including a very subdued garden

season, heightened consumer caution, limited

real wage growth (especially for our core

lower-income consumer groups who also

faced the end of direct government “Cost of

Living” payments), and the timing of Easter –

undeniably contributed significantly to B&M

UK’s 3.1% LFL¹ sales decline, the Group also

recognises that its operational execution could

have been better and this is being addressed

in current trading plans.

Within B&M UK, performance in FMCG categories

did not meet our internal expectations, showing

negative LFL

performance in both sales value

and units. While improvement in trading

performance is required, the Everyday Low Price

(EDLP) strategy remains central. Relative pricing

advantages against traditional supermarkets

were maintained with very limited inflation across

categories sold, and on-shelf availability was

good. In Q1 FY26 initiatives focusing on product

ranging, in-store merchandising, and space

allocation in key categories like cleaning, health

& beauty, and food are being implemented to

strengthen future LFL performance.

In contrast, performance in General

Merchandise was more robust, with LFL

volume and total volume gains achieved over

the last 12 months which underpinned the

Group’s overall profit delivery. The business

implemented a deflationary pricing strategy

passing on improved sourcing terms to drive

volume growth, particularly in key categories

like homewares, toys, seasonal, and

electricals. In the second and third financial

quarter, while there was a positive customer

response leading to increased volumes

sold and good trading margins, the pricing

approach depressed sales value growth,

and this led to a LFL sales value decline in

General Merchandise for the financial year. In

Q4, with some range adjustments to include

higher selling price products, both B&M UK LFL

volumes and values grew. Q4’s volume-led but

balanced average selling price approach will

continue into FY26.

Elsewhere within the Group, the B&M France

fascia delivered a solid performance, contributing

positively to overall Group growth with a total

revenue increase of 7.8% (+2.6% LFL

), driven by

positive customer transaction numbers and

new stores opened during the year performing

well and demonstrating the brand’s potential

across various formats. While investment in

the distribution capabilities to enable growth

impacted margins, B&M France remains a key

growth driver. In the UK convenience sector,

Heron Foods faced a more challenging year, with

total revenues decreasing by 0.6% against tough

prior year comparatives and a difficult market

backdrop impacting its core customer base.

Notwithstanding this, Heron Foods’ revenues in

FY25 are 32.8% higher than FY22, demonstrating

the progress that has been made in recent years

with customers and underpinning the financial

returns being generated.

Strategic progress

The Group’s long-term strategy remains

centred upon profitable LFL

sales growth in

B&M UK, expanding its UK store base to at

least 1,200 B&M stores, and driving growth

in its B&M France and Heron fascias.

In FY25, the Group continued its disciplined

store expansion, opening 45 gross (36 net) new

B&M UK stores. This contributed significantly to

revenue growth and brought the total net new

B&M UK stores over the last five years to 121,

alongside 34 in France and 50 Heron Foods

stores. The UK rollout program is progressing

towards the long-term target of at least

1,200 B&M UK stores, with a further 45 gross

openings planned in FY26.

Investment in distribution capacity also

continued, with the new Ellesmere Port

import centre in the UK expected to become

operational in the summer to support

volume growth and network optimisation.

Furthermore, we successfully implemented

a new warehouse management system in

France – the same system as used by B&M

UK – a necessary development to replace

an old legacy system. The expansion of the

French distribution centre is progressing, set to

Resilient profit delivery

and continued growth

despite headwinds

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Financial StatementsCorporate GovernanceStrategic Report

increase throughput capacity by nearly 40% to

support store openings in France. Focus also

remains on enhancing store standards and

product availability.

Following a comprehensive executive search

process, the Group has announced the

appointment of Tjeerd Jegen as Chief Executive

Officer with effect from 16 June 2025. Tjeerd

brings broad international retail experience

having worked in leadership roles at Ahold

Delhaize, Metro, Tesco, Woolworths, HEMA and

Takko Fashion over 25 years.

The Group’s future performance will inevitably

also depend upon the hard work and skills of

the whole B&M team – everyone from the shop

floor upwards. The Group continues to work

to ensure good colleague engagement, and

progress is reflected in reduced store colleague

turnover for the third consecutive year.

Summary

Despite operational and market challenges in FY25

the Group remains well-positioned for the future

by continuing to offer customers great value on

best-selling products. The business model, focused

on a disciplined approach to limited-assortment

value retailing and cost control, remains robust.

Continued store expansion in the UK and

France, supported by investments in distribution

infrastructure, provides a clear path for growth.

The underlying market trend towards

discount retail continues, and the Group’s

value proposition should resonate with

consumers navigating ongoing economic

pressures. Initiatives are in place to address

the underperformance in FMCG categories

and drive average selling prices in General

Merchandise.

The Group recognises that FY26 will bring

familiar retail sector-wide challenges of

increased minimum wage costs, higher

employee national insurance and other

taxes, and also inflation on input costs. Work

continues to reduce the impact of these

pressures, through driving productivity

improvements and sales volume growth.

The impact of these additional costs and

mitigations is generally well reflected in

the current range and median of analyst

consensus operating profit forecasts

for FY26.

Notwithstanding this near-term pressure,

with a robust model, clear growth pathways,

and targeted strategic initiatives, the Group

is strongly positioned to capitalise on market

opportunities and generate significant long-

term value for shareholders through disciplined

growth and continued cash generation.

Notes:

1. One-year like-for-like revenues relate to the B&M UK estate only (excluding wholesale revenues) and are based on either 52 weeks vs. 52 weeks or 13 weeks vs. 13 weeks

comparison periods. They include each store’s revenue for that part of the current period that falls at least 14 months after it opened compared with its revenue for the

corresponding part of FY24.

2. Adjusted values are considered to be appropriate to exclude unusual, non-trading and/or non-recurring impacts on performance which therefore provides the user of the

accounts with additional metrics to compare periods of account. See notes 2, 3 and 4 of the financial statements for further details.

3. Adjusted return on capital employed (ROCE), is defined as adjusted operating profit (£591m) divided by the closing carrying value of property, plant & equipment (£448m),

right-of-use assets (£1,159m) and software (£5m) plus net working capital (£334m). This metric represents the profit generated as a proportion of the total assets that the

business has utilised in the period. Management believes that this is a useful measure to assess performance.

4. Leverage ratio (pre and post-IFRS 16) is calculated as net debt divided by adjusted EBITDA. See note 28 of the financial statements for definition and net debt (pre and post-IFRS 16)

reconciliation. This is a measure of the Group’s ability to meet its payment obligations and is widely used by analysts and credit rating agencies. The leverage ratio shown in the

FY24 comparative is for the statutory 53-week reporting year.

5. The Group notes that current analyst consensus for FY26, according to Bloomberg on 2 June 2025, is for Group adjusted EBITDA (pre-IFRS 16) of £621m, with a range of £569m to

£646m, and for Group adjusted operating profit of £585m, with a range of £524m to £628m.

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Financial review

Group financial performance

The current accounting period represents the 52 weeks trading to 29 March 2025 (“FY25”) and the

comparative period represents the 53 weeks to 30 March 2024. To aid comparability, the headline

results and associated commentary is presented on a 52-week comparable basis (“FY24”).

Group revenues in FY25 increased by 3.7%

year-on-year, (4.0% on a constant currency

basis

), driven by revenue growth from new

store performance and positive like-for-like

(“LFL”)

sales in France offsetting negative LFL

performance in B&M UK and Heron Foods.

As previously disclosed, the 53rd week in

FY24 included the Easter weekend. There was

therefore no Easter in FY25 and this lowered

our total and LFL sales performance.

Group adjusted operating costs on an

underlying basis

1,4

increased by 7.2% to

£1,463m (FY24: £1,365m). The number of net

new stores across the Group increased by

4.6% or 55 net new stores year-on-year, with

the remaining cost increases largely coming

from UK minimum wage increases that have

not been fully offset through productivity gains.

Group adjusted EBITDA (pre-IFRS 16)

increased

by 0.6% to £620m, representing a margin of

11.1%. This reflects volume growth due to new

store openings, offset against the increased

cost pressures aforementioned and coupled

with a negative LFL performances in B&M UK

and Heron Foods.

Group adjusted operating profit

decreased

by 1.8% to £591m. We have continued to

invest in our asset base particularly the

store estate, and as such total depreciation

and amortisation increased by 8.3%. Group

adjusted return on capital employed (ROCE)

of 30.4% however demonstrates continued

efficient use of capital.

£’m FY25

FY24

52-week

basis

FY24

53-week

basis

YoY

52-week

change

Revenue 5,571 5,372 5,484 3.7%

Adjusted EBITDA (pre-IFRS 16)

620 616 629 0.6%

Adjusted EBITDA (pre-IFRS 16)

margin 11.1% 11.5% 11.5% (35) bps

Depreciation and amortisation (pre-IFRS 16) (92) (80) (82) 14.1%

Operating impact of IFRS 16* 63 66 67 (3.5%)

Adjusted operating profit

591 602 614 (1.8%)

Adjusting items

(24) (7) (7) 245.3%

Statutory profit before interest and tax 567 595 607 (4.7%)

Finance costs relating to right-of-use assets (77) (68) (69) 13.3%

Other net finance costs (59) (39) (40) 46.3%

Statutory profit before tax 431 488 498 (11.4%)

* includes depreciation on right-of-use assets of £181m (FY24 53-week: £176m) – FY25 total depreciation & amortisation

was £273m (FY24 53-week: £258m)

The Group remains highly profitable

and cash generative despite challenging

sales performance

Adjusting items were a net charge of £24m,

compared with £7m in the prior year. The

net charge primarily relates to the costs for

settlement of the Group Trading Director and

costs relating to infrastructure projects carried

out in the year.

As a result, statutory profit before interest

and tax decreased by 4.7% to £567m partly

explained above and due to the increase in

adjusting items this year. Statutory profit before

tax reduced by 11.4% to £431m due to increased

borrowing and right-of-use asset finance costs.

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Financial StatementsCorporate GovernanceStrategic Report

£’m FY25

FY24

52-week

basis

FY24

53-week

basis

YoY

52-week

change

Revenue 4,483 4,320 4,410 3.8%

Adjusted EBITDA (pre-IFRS 16)

545 545 556 0.1%

Adjusted EBITDA (pre-IFRS 16)

margin 12.2% 12.6% 12.6% (45) bps

Depreciation and amortisation (pre-IFRS 16) (66) (58) (59) 15.3%

Operating impact of IFRS 16* 51 50 51 2.7%

Adjusted operating profit

530 537 548 (1.3)%

Statutory profit before interest and tax 530 537 548 (1.3)%

* includes depreciation on right-of-use assets of £141m (FY23 53-week: £136m) – FY25 total depreciation & amortisation

was £208m (FY24 53-week: £195m)

Fascia overview

B&M UK

In the B&M UK business

, total revenues

increased by 3.8% to £4,483m, with LFL

revenues down 3.1% year-on-year. This was

underpinned by total volume and value

growth, from our store opening programme as

we opened 45 gross (36 net) new stores, and

comparatively stronger General Merchandise

total volume performance.

During the first half of the year, LFL

revenues

were down 3.6% due to unseasonal weather

at the start of the first quarter which hampered

the garden season, and Easter calendar

effects, resulting in a Q1 LFL of (5.1)%. LFL

performance improved in the second quarter to

(1.9)%. H2 LFL performance was (2.6)% overall,

split between (2.8)% in Q3 and (1.8)% in Q4 on

a 12-week basis, after removing the distorting

effect from the Easter weekend falling in the

final week of FY24.

B&M UK revenues also included £30m of

wholesale (FY24: £29m). The majority of

wholesale sales are to our associate Centz

Retail Holdings Limited, a chain of 56 variety

goods stores in the Republic of Ireland.

Our trading gross margin

rose 42 bps year-

on-year to 36.7% from 36.3%. This increase

reflected an increase in General Merchandise

sales participation and clean sell-through

across both FMCG and General Merchandise,

with prices for customers maintained or

improved across the General Merchandise

range. Statutory gross margin increased

47 bps to 37.4% from 36.9%, benefitting

from favourable foreign exchange hedge

accounting in the current year.

Adjusted operating costs on an underlying

basis

1,6

increased to 25.0% of revenues

compared to 24.0%, in FY24; an 8.1% increase

on a 52-week basis or 5.9% on a reported

basis. This reflected the 10% increase in the

national minimum wage rate and scale effects

from the 3.1% decline in LFL

performance.

Adjusted EBITDA (pre-IFRS 16)

remained flat

at £545m, with a margin of 12.2% down 45

bps, due to the total volume growth, offset by

an increased underlying operating cost base.

Adjusted operating profit

was £530m with a

margin of 11.8% (FY24: 12.4%) due to the above

factors. Statutory profit before interest and tax

for the year was £530m, down 1.3% due to the

factors described above.

We are an everyday low-cost retailer that

operates with a low fixed cost base and

double-digit adjusted operating profit

margins. This operating model allows us to

drive operating leverage from volume growth

from either new store openings or like-for-like

trading and to offset inflationary impacts. We

had previously guided to maintaining adjusted

EBITDA (pre-IFRS 16) within a 12-13% range,

and this was achieved in FY25 despite the LFL

declines. However in FY26, our underlying fixed

cost base will increase by circa £75m before

mitigation as a result of minimum-wage linked

cost inflation, National Insurance increases and

additional packaging taxes (EPR) coming into

effect from April 2025. While we will continue

to work to mitigate these pressures through

productivity improvements, the impact of these

additional costs and mitogations are reflected

in the current range and median of analyst

consensus operating profit forecasts for the

Group in FY26.

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Financial review continued

Adjusted EBITDA (pre-IFRS 16)

increased

3.9% to £48m representing a margin of

8.8% (FY24: 9.1%). Adjusted operating profit

was £48m with a margin of 8.9% (FY24: 9.5%),

reflecting the increased costs pressures

discussed above.

Statutory profit before interest and tax for the

year was £48m broadly flat year-on-year.

B&M France

£’m FY25

FY24

52-week

basis

FY24

53-week

basis

YoY

52-week

change

Revenue 542 503 514 7.8%

Adjusted EBITDA (pre-IFRS 16)

48 46 47 3.9%

Adjusted EBITDA (pre-IFRS 16)

margin 8.8% 9.1% 9.1% (34) bps

Depreciation and amortisation (pre-IFRS 16) (12) (10) (10) 14.0%

Operating impact of IFRS 16* 12 12 12 3.4%

Adjusted operating profit

48 48 49 1.6%

Statutory profit before interest and tax 48 48 49 1.6%

* includes depreciation on right-of-use assets of £32m (FY24 53-week: £30m) – FY25 total depreciation & amortisation was £43m (FY24 53-week: £40m)

Heron Foods

£’m FY25

FY24

52-week

basis

FY24

53-week

basis

YoY

52-week

change

Revenue 546 549 560 (0.6%)

Adjusted EBITDA (pre-IFRS 16)

30 35 36 (15.4%)

Adjusted EBITDA (pre-IFRS 16)

margin 5.5% 6.4% 6.4% (96) bps

Depreciation and amortisation (pre-IFRS 16) (14) (12) (13) 8.7%

Operating impact of IFRS 16* (0) 4 4 (99.9%)

Adjusted operating profit

16 27 27 (39.1%)

Statutory profit before interest and tax 16 27 27 (39.1%)

* includes depreciation on right-of-use assets of £10m (FY24 53-week: £11m) - FY25 total depreciation & amortisation was £23m (FY24 53-week: £23m)

Adjusted operating expenses on an underlying

basis

1,6

as a % of revenues increased to 26.3%

from 25.4% due to inflationary pressures

on store wages from the rise in the national

minimum wage.

Total revenues increased by 7.8% to £542m

with LFL

sales up 2.6%. The business

continues to benefit from positive total and LFL

customer transaction numbers that have offset

deflationary pricing particularly in General

Merchandise categories.

The business continued its store expansion

programme in a controlled manner with

11 gross new store openings. The new

stores are performing well and continue

to demonstrate the potential for the B&M

brand to trade effectively in a wide range of

geographies and formats.

Adjusted operating expenses on an underlying

basis

1,6

increased by £18m to £195m which

reflects the volume growth and the elevated

transport and distribution costs that arose from

the implementation of the new warehouse

management system in the year.

Total revenues decreased 0.6% to £546m

in what has been a challenging year. In

each of the two preceding financial periods,

Heron Foods achieved total revenue growth

in the mid to high teens and therefore this

year’s performance must be viewed against

exceptionally high comparatives, with revenues

32.8% higher than in FY22. The LFL

declines

were moderated in part by the 14 gross (8 net)

new store openings in the year, although the

majority of these openings occurred in the

second half of the year.

Gross margin remained broadly flat, reflecting

a stable product mix.

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Financial StatementsCorporate GovernanceStrategic Report

Notes:

1. Adjusted values are considered to be appropriate to exclude unusual, non-trading and/or non-recurring impacts on performance which therefore provides the user of the

accounts with additional metrics to compare periods of account. See notes 2, 3 and 4 of the financial statements for further details.

2. Constant currency comparison involves restating the prior year Euro revenues using the same exchange rate as that used to translate the current year Euro revenues.

3. One-year like-for-like revenues relate to the B&M UK estate only (excluding wholesale revenues) and are based on either 52 weeks vs. 52 weeks or 13 weeks vs. 13 weeks

comparison periods. They include each store’s revenue for that part of the current period that falls at least 14 months after it opened compared with its revenue for the

corresponding part of FY24.

4. Adjusted operating expenses on an underlying basis excludes foreign exchange, one-off income, depreciation and amortisation. This adjusted measure is considered a more

meaningful metric to the users of the accounts as this is the cost base used by management to commercially monitor performance. Group non-underlying items include B&M

UK’s foreign exchange losses in relation to derivative adjustments of £9m (FY24: £12m charge). Group adjusted operating costs, excluding depreciation and amortisation, as a %

of revenues increased to 26.4% from 25.6%.

5. Group adjusted return on capital employed (ROCE), is defined as adjusted operating profit (£591m) divided by the closing carrying value of property, plant & equipment (£448m),

right-of-use assets (£1,159m) and software (£5m) plus net working capital (£334m). This metric represents the profit generated as a proportion of the total assets that the business

has utilised in the period. Management believes that this is a useful measure to assess performance.

6. References in this announcement to the B&M UK business include the B&M fascia stores in the UK except for the ‘B&M Express’ fascia stores. References in this announcement to

the Heron Foods business include both the Heron Foods fascia and B&M Express fascia convenience stores in the UK.

7. Trading gross margin is considered to be a meaningful measure of profitability as it refers to the measure of gross margin used by management to commercially run the

business. It differs to the statutory definition for B&M UK, which increased 47 bps from 36.9% to 37.4%, due to technical accounting adjustments in relation to the allocation of

gains and losses from derivative accounting, storage costs and commercial income.

8. Net capital expenditure includes the purchase of property, plant and equipment, intangible assets and proceeds from the sale of any of those items. These exclude IFRS 16 lease

liabilities. Capex shown in the FY24 comparatives is for the statutory 53-week reporting year.

9. Post-tax free cash flow is an Alternative Performance Measure. Please see note 3 of the financial statements for more details and reconciliation to the consolidated statement

of cash flows. Statutory Group cash generated from operations was £784m (FY24 53-week: £862m). This statutory definition excludes payments for leased assets including the

leasehold property estate. Post-tax free cash flow shown in the FY24 comparatives is for the statutory 53-week reporting year.

10. Leverage ratio (pre and post-IFRS 16) is calculated as net debt divided by adjusted EBITDA. See note 28 of the financial statements for definition and net debt (pre and post-IFRS 16)

reconciliation. This is a measure of the Group’s ability to meet its payment obligations and is widely used by analysts and credit rating agencies. The leverage ratio shown in the

FY24 comparative is for the statutory 53-week reporting year.

11. Dividends are stated as gross amounts before deduction of Luxembourg withholding tax which is currently 15%.

Adjusted EBITDA (pre-IFRS 16)

decreased by

15.4% to £30m, with a margin of 5.5%, a result

of the decline in revenues and reflects the 10%

increase in the national minimum wage rate.

Adjusted operating profit

was £16m.

Statutory profit before interest and tax for the

year was £16m, a decline of 39.1% from the

prior year which reflects the scale effects from

the decline in revenue and due to the factors

mentioned above.

Adjusting items

Adjusting items are excluded from our

adjusted EBITDA (pre-IFRS 16)

and adjusted

operating profit

performance by virtue of their

size and nature to provide a helpful perspective

of the year-on-year performance of the Group.

Total adjusting items in statutory profit before

interest and tax result in a charge of £24m.

£’m 2025

2024

(52-week)

Profit before interest and tax 567 595

Group Trading Director settlement 12 –

Significant property transactions 5 9

Non-underlying impact of foreign exchange 3 (2)

Significant infrastructure projects 4 –

Adjusted operating profit

591 602

In the current year, there was a £12m charge

due to the earlier settlement of arrangements

with the Group Trading Director; no further

costs will be incurred in FY26 under these

arrangements though the Group Trading

Director will continue to be available as a

consultant in the first half of the financial

year as previously disclosed. The costs of this

agreement are considered adjusting as they

are not representative of normal employment

costs for the Group’s executive management

team. The underlying results for the financial

year included the salary and AIP costs for both

Trading Directors employed throughout the year.

Significant property transactions relate to the

cost of acquiring options from administrators

and incremental pre-opening costs during the

period of landlord lease negotiations until fit

out commencement. These costs were for the

remaining ex-Wilko stores (£3m) and for the

new ex-Homebase stores acquired this year

(£2m). Normal costs of pre-opening have been

charged to the underlying profit result.

Significant infrastructure projects includes

£1m of pre-operational costs relating to the

Ellesmere Port import centre, with a further

£3m in relation to disruption costs incurred

from building and implementing the technical

infrastructure to enable the French distribution

centre expansion project to proceed.

We also incurred £1m in costs in FY25

associated with the planned redomicile of the

Group from Luxembourg to Jersey or Ireland.

Given limited size, in FY25 these have not been

treated as adjusting items, however FY26 costs

for redomicile are expected to be larger and

will therefore be treated as adjusting items.

Further detail on adjusting items can be found

in Note 3, starting on page 117 of the financial

statements.

Group net finance costs

Adjusted net finance charges

for the year,

excluding IFRS 16, were £59m, an increase of

£20m year-on-year due to annualising higher

interest charges on the £250m November

2023 bond at 8.125% and issuing a new

£250m bond with an interest rate of 6.500%

in November 2024. We expect finance costs

in FY26 to increase due to annualising a full

year’s interest charge on the £250m November

2024 bond which is £94m greater in size and

attracts a higher coupon compared to the

£156m 3.625% remaining stub of the £400m

bond replaced.

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Financial review continued

The interest charge relating to lease liabilities

under IFRS 16 was £77m (FY24: £68m) due to

the additional leases associated with the store

opening programme and higher discount rates

in recent years.

Group tax

The tax charge in FY25 was £112m reflecting

lower profits year-on-year and is an effective

rate of 26%, this is also the effective rate we

expect for FY26.

As a Group, we are committed to paying the

right tax in the territories in which we operate.

The B&M UK business paid taxes totalling

£633m in FY25, including £264m relating to

those taxes borne directly by the company

such as corporation tax, customs duties,

business rates, employer’s national insurance

contributions and stamp duty and land taxes.

The balance of £369m are taxes we collect

from customers and employees on behalf of

the UK Exchequer, which includes value added

tax, pay as you earn and employee national

insurance contributions.

Profit after tax and earnings per share

Statutory profit after tax was £319m which was

£48m lower year-on-year. Statutory diluted

earnings per share was 31.8p (FY24: 36.5p),

13.0% lower year-on-year due to increased

adjusting items and interest charges and the

additional week in the prior period.

Adjusted diluted earnings per share

was

33.5p (FY24: 35.9p), 6.7% lower on a 52-

week comparable basis due to increased

depreciation and a higher interest rate

environment. Adjusted profit after tax (pre-IFRS

16)

, which is also reported to allow investors to

better understand the operating performance

of the business (see note 3 of the financial

statements), was £347m (FY24: £362m), and

the adjusted (pre-IFRS 16) fully diluted earnings

per share

was 34.5p

(FY24: 36.0p).

Capital expenditure

Group net capital expenditure

totalled £111m

this year (FY24: £124m). Investment included

£53m spent on 70 gross new stores across

the Group’s fascias (FY24: £59m on 78 stores)

and a net £25m on infrastructure projects to

support the continued growth of the business

(FY24: £31m). There was also investment of

£33m on maintenance works to ensure that

our existing store estate and distribution

centres are appropriately invested (FY24:

£34m).

Post-tax free cash flow

and net debt

Post-tax free cash flow

of £311m (FY24:

£382m), was driven by lower profit before tax.

Our total working capital outflow was £64m

moderately higher than previously expected,

reflecting inventory growth from the two-week

longer container shipping times, ensuring

good on-shelf availability and increased stock

holding from the Group’s additional stores.

Looking ahead, we expect our stock levels to

grow at the rate of the sales growth due to the

store rollout programme.

Net debt (pre-IFRS 16)

, increased to £781m

(FY24: £737m) due to the additional £250m

bond issued in the year. The net debt (pre-IFRS

16)

to adjusted EBITDA (pre-IFRS 16)

leverage

ratio was 1.26x (FY24: 1.17x). Net debt (including

IFRS 16 lease liabilities)

was £2,210m (FY24:

£2,094m) meaning our net debt to adjusted

EBITDA (post-IFRS 16)

ratio was 2.56x, an

increase on the previous year (FY24: 2.40x).

Dividends

The Group continues to be highly cash

generative despite higher working capital and

a decline in LFL performance. During the year,

the Company declared and paid an interim

ordinary dividend of 5.3p

per share in addition

to a special dividend of 15.0p

per share.

Subject to approval by shareholders at the

AGM on 22 July 2025, a final ordinary dividend

of 9.7p

per share will be paid on 1 August 2025

to shareholders on the register of the Company

at the close of business on 27 June 2025. The

ex-dividend date will be 26 June 2025.

The Board has in place an agreed long-

term capital allocation policy that provides a

framework to help investors understand how

the Group will evaluate opportunities to invest

and support the growth of the business relative

to incremental return of capital to shareholders.

The dividend policy targets an ordinary dividend

pay-out ratio of between 40% to 50% of net

income on a normalised tax basis. The Group

generally aims to pay the interim and final

dividends for each financial year in proportions

of approximately one-third and two-thirds of the

total annual ordinary dividend respectively.

Mike Schmidt

Chief Financial Officer

and Interim Chief Executive Officer

3 June 2025

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Financial StatementsCorporate GovernanceStrategic Report

KPIs

The Board manages the Group’s performance by reviewing a number

of key performance indicators (“KPIs”). The KPIs are discussed in the

Business review and the Financial review.

Financial

Non-financial

Group revenue

£5.6bn

3.7% (2024 52-weeks: £5.4bn)

Why is it important?

The Board considers that this measurement is a key

indicator of the Group’s growth. Sustainable growth

in revenues is important to our business model.

B&M UK LFL growth

-3.1%

(673) bps (2024: 3.7%)

Why is it important?

By monitoring the ongoing LFL trading performance

at both store and product level, we are able to track

progress and monitor performance of our existing

store estate.

Group adjusted EBITDA (pre-IFRS 16)

£620m

0.6% (2024 52-weeks: £616m)

Why is it important?

In addition to growing revenues and opening new

stores, we have a clear focus on ensuring that our

growth is profitable. We measure profitability by

our adjusted EBITDA (pre-IFRS 16) performance.

See Notes 2, 3 and 4 of the financial statements

for further details.

Group adjusted operating profit

£591m

-1.8% (2024 52-weeks: £602m)

Why is it important?

In addition to growing revenues and opening new

stores, we have a clear focus on ensuring that

our growth is profitable. We measure profitability

through our adjusted operating profit performance

which incorporates IFRS 16 adjustments. See Notes 2,

3 and 4 of the financial statements for further details.

Post-tax free cash flow

£311m

-18.5% (2024: £382m)

Why is it important?

The Group is highly cash generative, capable of

delivering high returns from a relatively low capital

intensity. By monitoring this free cash flow metric,

we are able to actively manage our working capital

needs, meet our cash commitments and invest

in the business and allocate any surplus in line

with our capital allocation policy.

Return to shareholders

£300m

-13.6% (2024: £347m)

Why is it important?

Returning cash through ordinary and special

dividends is an indicator of the Group’s profitability

and clearly demonstrates our ability to return cash

which is important to our shareholders.

Number of Group gross store openings

-10.3% (2024: 78)

Why is it important?

This measure is an indicator of the Group’s growth.

Store growth is a key strategy and there remains plenty

of runway potential ahead in both the UK and France

across all fascias.

Total Group average retail selling space sq ft

21,500

5.9% (2024: 20,300)

Why is it important?

This measure is an indicator of the Group’s growth.

The Group’s store growth strategy can sometimes

result in the closure of one store, to be replaced by

a much larger store in the same catchment area.

Therefore this is a key indicator.

1. One-year like-for-like revenues relate to the B&M

UK estate only (excluding wholesale revenues) and

are based on either 52 week vs. 52 week or 13 week

vs. 13 week comparison periods. They include each

store’s revenue for that part of the current period that

falls at least 14 months after it opened compared with

its revenue for the corresponding part of FY24.

2. Adjusted values are appropriate to exclude unusual,

non-trading and/or non-recurring impacts on

performance which therefore provides the user of the

accounts with additional metrics to compare periods

of account. See notes 2, 3 and 4 of the financial

statements for further details.

3. Post-tax free cash flow is an Alternative Performance

Measure. Please see note 3 of the financial

statements for more details and reconciliation to the

Consolidated Statement of Cash Flows.

4. Based on dividends paid in the Consolidated

Statement of Cash Flows.

5. The 2024 comparatives are the statutory full financial

year figures as reported on a 53-week basis, unless

otherwise stated.

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Principal risks and uncertainties

B&M’s risk management

framework

Appropriate management of business and external risks is an essential part of operating the Group

effectively and creating value for stakeholders over the long term. In this section we provide an

overview of the Group’s approach to risk management alongside an assessment of the Group’s

principal risks and mitigating controls, highlighting any changes during the period.

The Board has overall responsibility for the

management of risk and the identification

of principal risks that may affect the Group’s

operations, financial performance or strategic

objectives. The Group’s risks and mitigations

are monitored and controlled by executive

management. The Chief Financial Officer

ensures that each principal risk has an

executive owner and coordinates the regular

review process by the Board, and also the Audit

& Risk Committee as part of their oversight of

the Group’s system of internal controls. Given

the relative importance of the Group’s UK

activities, responsibility for the principal risks is

consistently led by UK executive management.

Where a risk materially affects French

and Heron operations, for example cyber

security, then that executive owner will also

coordinate with local executive management

counterparts, and the Group will adopt a

consistent Group-wide risk tolerance.

The Group’s Internal Audit function, led by

the Head of Internal Audit, also assesses

the ongoing business risks of the Group.

It reports on the effectiveness of internal

control procedures to the Audit & Risk

Committee. In assessing risk, it considers the

Group’s risk mitigating actions and provides

recommendations to management to improve

business processes and limit their exposure

to risk.

The Group’s approach to reviewing

risk appetite is part of a bi-annual risk

management cycle, which is used to drive

and inform actions in relation to the principal

risks identified by the Board. The executive

management risk owners prepare a written

update for the Board, which summarises

internal and external developments in the risk

environment. This update is then discussed at

the Board, together with the output of a horizon

scanning exercise conducted by Internal Audit.

As part of that risk review process, the Group’s

appetite for risk is also defined with reference

to the expectations of the Board for both

commercial opportunity and internal control.

This is then used by the Board to ensure

executive management are mitigating and

eliminating risk exposure on a timely basis, in

line with Board expectations and for setting the

Group’s internal audit plan each year. The Audit

& Risk Committee is responsible for ensuring

any material controls in place as part of the

Group’s risk mitigation are effective. They are

formally reviewed once per year, but will also

be addressed through the regular and more

frequent Internal Audit review process.

Assessment of risks

The Directors confirm that they have made

a robust assessment of the emerging and

principal risks and uncertainties facing the

Group, including those that would threaten

its business model, future performance,

or solvency. A summary outcome of that

assessment is set out in the heat map overleaf.

The heat map indicates the Board’s view of the

likely degree of impact of each risk after taking

into account the risk mitigations referred to in

the principal risks table.

Risk framework

Board

Overall responsibility for risk management

Internal Audit team

Oversees and assists in process

implementation and reports to

Audit & Risk Committee

Oversees risk management process

Executive Management

Manages specific risks and embeds risk

management throughout the Group

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Financial StatementsCorporate GovernanceStrategic Report

HighLow

Impact

Likelihood

Principal risks heat map

Supply chain

Competition

Economic environment

Regulation and compliance

International expansion

Political uncertainty

IT systems, cyber security

and business continuity

Key management reliance

Store expansion

Principal risks table

The table below describes (i) the main risk

exposures identified by the Board in relation

to our Group businesses, (ii) the mitigating

factors which relate to how the Group

manages each of the risk exposures, and (iii)

the linkage between the business strategy

and the relevant risk exposures. The Group

summarises (where relevant) key actions

arising in the year in relation to how the Group

has addressed certain aspects of these risks.

The Group has also indicated where there

were any changes in the profile of any of the

risks, which reflects the Board’s view of the

current trend in relation to those risks.

The risks set out in the table are not exhaustive

but represent the main risks to the Group in

relation to the period under review.

Key changes to principal risk

disclosures

The Board has conducted a thorough review

of all of the principal risk areas as part of

its risk management approach. As outlined

below, the Board concluded the Group has an

increased risk exposure in five areas and a

decreased exposure in one area. However, in

each of these increased risk areas, the Board

continues to view its risk exposure as being

within tolerance, based on the mitigations that

the Group already currently has in place.

The Board has identified three areas where

the Group’s risk appetite is different from the

current risk exposure. These three areas are:

• Regulation and Compliance where we are

working to reduce the likelihood of an issue

to being “low”;

• IT systems, cyber security and business

continuity where we are working to

reduce the potential impact from “High” to

“Medium” and to reduce likelihood from

“Medium” to “Low”; and

• Key management reliance where we are

working to reduce the potential impact from

“Medium” to “Low”.

In all three of these areas, active work plans

are in place, monitored by the Board, to

reduce the Group’s risk exposure over time

and the Directors continue to be satisfied that

reasonable progress is being made.

Climate change and ESG continue to be

significant topics within our risk management

discussions. We, however, do not view the

subject matter as a distinct area that requires

separate executive management and focus,

but instead believe that it is important that our

executive team embed ESG considerations

as part of routine business as usual activities.

We coordinate and facilitate all our activity

around ESG matters through our in-house

sustainability manager and also through the

support of specialist external consultants.

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Principal risks and uncertainties continued

Link to strategy key Risk change key

Existing B&M UK stores

New B&M UK stores

France growth

Heron Foods growth

Increased risk

No change

Decreased risk

Supply chain

Description and potential impact Strategic priority Change

Imported goods from China and other Far East countries represent a very significant proportion of the Group’s General

Merchandise products, and we have material dependence on the continuing smooth flow of these supply sources.

Any lead time delays in the supply chain could result in lower sales and potential loss of margin through reduced

availability and/or higher markdowns if goods arrived out of season. Disruption could arise from a wide range of hard-

to-anticipate factors including war, civil unrest, natural disasters, disease pandemics and ethical trading issues.

In particular, the Group notes the rising tensions between China and the United States following the imposition of tariffs

that is leading to normal container shipping flows to US ports being disrupted. Any consequential changes or delays

to China/Europe shipping routes could impact on-shelf availability. Furthermore a rise in tension or hostilities between

China and Taiwan could cause disruption to our Chinese sourcing channels and require a material proportion of our

General Merchandise ranges to be switched to potentially less efficient manufacturers in different regions.

1 2 3 4

Risk mitigations Key actions in 2024/25

• The Group has an experienced buying team which is responsible for

maintaining an efficient and effective supply chain.

• A range of alternative supply sources are maintained across the

product categories, we have explored alternative countries of sourcing,

and (subject to a general reliance on China-based merchandise

manufacturers) we are not reliant on any one single manufacturer.

• The Group has anti-bribery and corruption and anti-modern slavery

and human trafficking policies in place in relation to its supply chain.

• A combination of individual buyers and sourcing agent employees

conduct supplier factory visits.

• Our import supply chain management system includes a multi-carrier

option, enabling us to utilise multiple shipping line options across all

trade lanes, where necessary.

• Stock cover in the B&M business on General Merchandise imported

goods ensures levels of inventory are adequate to meet periods of

supplier delay. This cover was increased in the first half of the 2025

financial year.

• Continued review of supplier social compliance processes by our

sustainability manager to monitor transparency in the supply chain.

• Working with suppliers and freight forwarders to forecast and remain

vigilant in relation to challenges regarding the transportation of goods:

– Ongoing development of an enhanced forecasting system to predict

the volume of product sales and improve ordering accuracy.

– Development of new processes and enhanced systems to provide

better visibility of the flow of stock through our system.

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Financial StatementsCorporate GovernanceStrategic Report

Competition

Description and potential impact Strategic priority Change

The Group operates in highly competitive retail markets in the UK and France which could materially

impact the Group’s profitability, share price and limit growth opportunities.

During FY25 the Group has seen LFL declines in UK revenues in FMCG while the market has seen revenue

growth overall. The Group is working to address this trend and if it continues it will impact the Group’s profits

and profit margins.

1 2 3 4

Risk mitigations Key actions in 2024/25

• Continuous monitoring of competitor pricing, store formats and product

offering.

• Development of new product ranges within the product categories to

identify new market opportunities and target new customers.

• The Group has continued to operate its price benchmarking approach to

ensure ranges are priced competitively and in line with historical levels of

discounts compared to competitors.

• To improve benchmarking of the Group’s performance relative to the

broader market, the Group has begun to monitor credit card transaction

data, and other market data reference points. This should allow the

Group to identify and respond faster to changing market dynamics.

• Around half of the Group’s revenues in the period continues to come

from, typically essential, food and FMCG goods. This has allowed the

Group to remain insulated from any downturn in consumer spending

and resilient against our competitors whilst continuing to meet our

customers’ needs.

Economic environment

Description and potential impact Strategic priority Change

A reduction in consumer spending, as a result of either consumer confidence levels or prevailing macroeconomic

conditions, could impact upon revenue and profitability. In FY25 decline in confidence has been particularly visible in

the lower income customer groups that the Group performs particularly well with.

Inflation manifesting itself though increases in raw material, fuel and wage costs could adversely affect the

profitability of the business.

1 2 3 4

Risk mitigations Key actions in 2024/25

• We have a dynamic forecasting process that enables operating actions

to be rapidly implemented reflecting economic conditions.

• We offer a range of products and price points for consumers which

allows them to trade up and down.

• We maintain a low-cost business model that allows us to maintain our

selling prices as low as possible and our pricing gap to key competitors.

• Management has continued to proactively respond to changing sales

patterns throughout the year, adapting its cost base, product ranging

and promotion in stores.

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Principal risks and uncertainties continued

Regulation and compliance

Description and potential impact Strategic priority Change

The Group is subject to a range of regulatory and legislative requirements, including those relating to the importation

of goods, pricing, anti-bribery and corruption, anti-modern slavery, anti-tax avoidance and evasion, health and

safety, employment law, general data protection regulation (“GDPR”), control of pollution and contamination to

the environment, the Listing Rules, Transparency laws and regulations and the Groceries Supply Code of Practice

(the “Groceries Code”). The requirements that the Group is subject to continue to grow, in particular in relation to

environmental legislation, worker rights and also the UK and EU’s customs approach following Brexit. The impact of

failure to comply with laws and regulations could lead to financial penalties and significant reputational damage.

1 2 3 4

Risk mitigations Key actions in 2024/25

• The Group has a number of policies and codes, including a code of

conduct which incorporates an anti-bribery and corruption policy, which

outlines the mandatory requirements we apply to our business. Our

codes and policies are communicated to staff along with our employee

handbook which is made available to everyone joining the business.

• We actively seek to identify and manage compliance with all applicable

new legislation and regulations which apply to us in Luxembourg, the UK

and France. Reports on new regulatory developments are provided by

the General Counsel and management directly to the Board as well as its

Committees. The Internal Audit function of the Group includes assurance

testing and auditing of the Group’s implementation of new areas of

regulatory compliance.

• We have a whistleblowing procedure and policy which allows colleagues

to confidentially report any concerns or inappropriate behaviour within our

business.

• In relation to anti-modern slavery and other standards relating to human

rights within our supply chain, the buying teams are charged with

ensuring that every supplier adheres to our Workplace Policy standards.

• The Company has a Group-wide GDPR policy and all associated materials

are reviewed to ensure they are GDPR compliant.

• Our Groceries Code compliance programme includes guidance and

training for colleagues, monitoring of compliance, reporting of potential

non-compliance issues, dispute resolution procedures and a Code

Compliance Officer who oversees compliance and the resolution of

code-related issues with suppliers. Oversight of our compliance with the

Grocery Code is carried out by management and reviewed by the Audit &

Risk Committee as a standing agenda item at each of the meetings of that

Committee throughout each year.

• The Group has reviewed all its compliance policies and procedures

to maximise effectiveness and ensure they are fully up to date with

applicable regulations.

• Mandatory training for all management and support centre colleagues

using an e-learning portal has continued throughout the year.

• Our Groceries Code Compliance Officer and Group Internal Audit

team have actively engaged during the year with the Groceries Code

Adjudicator (“GCA”) in relation to our action plans and follow-up work

during the year.

• The Group has continued reporting in line with the Task Force on

Climate-related Financial Disclosures (“TCFD”), and has commenced

preparations for upcoming changes in UK and EU reporting legislation.

International expansion

Description and potential impact Strategic priority Change

Developing our businesses in new market territories, in particular France, is important to the Group’s strategic plans.

This expansion into France creates additional challenges and risks which could impact the overall performance of

the Group, its growth and profitability. The Group operates in a highly competitive retail market in France which could

materially impact the Group’s profitability, share price and limit future growth opportunities.

Risk mitigations Key actions in 2024/25

• The Group has international retail experience on the Board.

• Continued reinforcement and development of the experienced senior

leadership teams in France in key operational areas.

• Given insight, relationships and sourcing scale, UK support is provided

for product range development and selection by local buying teams.

• The Group continues to invest in both the infrastructure and technology

of our French business.

• Given differences in local laws and regulations, external legal support,

with strong local relevant experience, is retained in place.

• We continued to strengthen the senior leadership team in France and

continued the involvement of management from the UK to transfer

operational knowledge to colleagues in France.

• We have continued to open additional stores, increasing the scale and

presence from which we operate.

• A Board visit was organised to the French business, including presentations

by the executive team, to ensure that Directors understand first hand the

trading environment and management perspectives.

The French business continue to trade profitably and has made progress with its

infrastructure development through the upgrade of its warehouse management

system ahead of planned distribution centre expansions next year.

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Financial StatementsCorporate GovernanceStrategic Report

Political uncertainty

Description and potential impact Strategic priority Change

Upcoming elections across the world create an increased likelihood for governments to adopt different regulatory

approaches, political stances and fiscal policies. Imposition of trade tariffs by the US has increased political tension

and could trigger a broader “trade war”. There is also a growing risk of further armed conflict in Eastern Europe

and rising tension between China and Taiwan, and more recently between India and Pakistan. This could impact

consumer certainty and thus our revenue growth as well as our supply chain and operating costs, thereby affecting

the profitability and cash generation of our operations.

1 3 4

Risk mitigations Key actions in 2024/25

• Changes in the operating environment are likely to affect all participants

in the retail industry.

• The Group’s business model has been proven to trade well through all

economic environments, and has tended to outperform other industry

participants in weak market environments.

• Operating costs are tightly managed, and the Group maintains dynamic

monitoring of its trading, in order to respond to the market environment.

• Executive management and the Board regularly review market

commentary to understand the changing political landscape.

• Regular Board discussions on the political and regulatory environment.

IT systems, cyber security and business continuity

Description and potential impact Strategic priority Change

The Group is reliant upon key IT systems, and disruption to such systems would adversely affect business operations

including those at the distribution centres and stores. The potential impact of a failure to protect and maintain our

data and systems could lead to significant business disruption, reputational damage and in the case of a loss of

personal data, potential prosecution. This also applies to any failure to protect the Group’s IT systems and data from

viruses, cyber invasive threats, corruption or sabotage.

1 2 3 4

Risk mitigations Key actions in 2024/25

• All critical business systems have third-party maintenance contracts in

place and those systems are industry standard retail business systems.

• IT investments and budgets are reviewed and approved at Board level. IT

security is monitored at Board level and includes third-party penetration

testing and up-to-date security software.

• The Group has a disaster recovery strategy and plan in place for all of

our key systems.

• Significant decisions for the business are made by the Group or

operational boards with robust IT controls and segregation of duties

enforced.

• Review of cyber security approach in light of high profile attacks on

UK retailers.

• Continued tightening of the Group’s cyber posture with introduction of

common Group-wide security standards and security platform.

• Ongoing investment in the Group’s technology replacement cycle

ensuring hardware and software remains within support.

• Disaster recovery approach continues to be enhanced with upgrades to

back-up, network and testing implemented during the year.

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Principal risks and uncertainties continued

Key management reliance

Description and potential impact Strategic priority Change

The Group is reliant on the high quality and ethos of the executive team as well as strong management and

operational teams. There is a risk that a lack of succession planning for senior colleagues could impact the overall

performance of the business. This risk has been assessed to increase given the retirement in FY26 of the Group’s

Chief Executive Officer and also the Group Buying Director.

1 2 3 4

Risk mitigations Key actions in 2024/25

• Key senior and operational management are appropriately incentivised

through bonus and share option arrangements to retain talent.

• The composition of the executive team is kept under constant review to

ensure that it has the necessary resources and skills to deliver the Group’s

plans.

• The Nomination Committee reviews succession plans for the Board of

Directors and key senior operational management resourcing positions

as well as the wider senior management resourcing needs of the Group.

• Succession planning has been regularly reviewed by the Nomination

Committee throughout the year ensuring succession plans for key

senior management through to executive positions.

• The Group has continued to develop the senior management teams

of its businesses. This has included ensuring that senior leaders have

exposure at the Board and supporting key executives with external

leadership training.

• Succession plans have been enacted in light of the retirement of both

the Chief Executive Officer and the Group Buying Director.

Store expansion

Description and potential impact Strategic priority Change

The ability to identify suitably profitable new store locations is key to delivering our growth plans. Failure to identify

suitable locations in areas targeted for new stores could impact upon store expansion plans and reduce the rate of

growth in the business.

2 3 4

Risk mitigations Key actions in 2024/25

• Our senior management actively monitor the availability of retail space

with the support of internal and external property acquisition consultants.

• The flexibility of the trading format allows us to take advantage of a range

of store sizes and locations.

• Each new store opening is approved at CEO level ensuring that property

risks are minimised and that lease lengths are appropriate.

• Where new locations may impact on existing locations, the cannibalisation

effects are estimated and then monitored and measured to ensure that

there is an overall benefit to the Group.

• The Group has continued to proactively screen the market for new

location opportunities and to also respond swiftly to enquiries. The

market is also monitored for opportunities arising from retailer corporate

actions (e.g. insolvencies such as that of Homebase).

• Sales densities are measured routinely across all three businesses to

ensure that new store space sales densities are accretive to the overall

Group. The Group continues to review new store opening opportunities

in current store locations, to replace older generation stores with better

quality sites and premises, and via acquisition of adjacent space to

expand stores and optimise performance.

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Financial StatementsCorporate GovernanceStrategic Report

Viability Statement

In accordance with the UK Corporate

Governance Code, the Directors have assessed

the viability of the Group. This assessment

has been based upon the Group’s three-year

strategic plan (the “plan”) and has taken into

account the current position of the Group, the

principal risks and uncertainties as detailed

on pages 22 to 29 of the strategic report and

the Group’s prospects.

We set out our strategic plan on a three-year

cycle, which is common practice in the retail

sector. We believe this is appropriate as we

operate in a competitive retail environment and

need to be able to react to changes in retail

markets and consumer trends. Given the fast-

moving nature of the retail industry and macro-

economic environment, and the lack of long-

term contracts and typically rapid investment

cycles, the board believe that forecasting

beyond a three-year period is an unproductive

exercise, and note that this is consistent with

the approach of many of our analysts.

In making their assessment the Directors

considered:

• the Group’s current balance sheet, its strong

track record of generating operational

cash flows and returns to shareholders

and stress testing of the key trading

assumptions within the Group’s plan;

• the Group’s published strategy for growth,

that encompasses driving UK like-for-like

performance, UK new store roll-out and

the continued growth of Heron Foods and

B&M France;

• the potential impact on the Group’s

business model, future trading expectations

and liquidity of one or more of the principal

risks set out on pages 27 to 32 occurring in

the period;

• the likely degree and effectiveness of

possible mitigating actions in relation to

the principal risks; and

• the Group’s debt facilities of £450m in

relation to the term loan and revolving credit

facility which matures in March 2030, the

redemption of the £156m high yield bond

outstanding which matures in July 2025

and the three long-dated high yield bonds

of £250m each maturing in November

2028, 2030 and 2031 respectively.

The stress testing undertaken included the

flexing of a number of key assumptions

within the three year plan, namely future

revenue growth, including both like-for-like

revenues and revenues from the new store

openings, gross margins, operating costs, the

impact of interest rates and working capital

management, which may be impacted by one

or more of the principal risks to the Group.

A number of other severe but plausible

scenarios were considered by the Board.

They included:

• a decline of 10% of like-for-like annual

sales and a 50% reduction in planned

store openings in the Group’s main UK

trading business, B&M UK, as a result of

competition increasing;

• a significant decline in the gross margin of

the Group’s main UK trading business due

to higher costs of imported goods arising

from commodity price increases, increases

in import duties and adverse currency

exchange movements; and

• a range of other severe scenarios which

could have a material impact on the

Group’s main UK trading business,

including for example, a major fire at one

of its distribution centres, cyber threats and

significant cost inflation.

The Board considered the mitigating steps

which they would take to protect the Group

in the event of any of those scenarios arising,

and determined that the following measures

would be necessary to protect its cash flow

and liquidity:

• the temporary suspension of dividend

payments;

• limiting capital expenditure to essential

maintenance only; and

• suspension of new store opening

programmes.

The Board has also considered reverse

stress-testing to determine the extent to which

cashflows would need to deteriorate before

fully utilising the Group’s funding headroom.

Each of the above scenarios exceed the

impacts of principal risks which the Group

has encountered in its trading experience to

date. Based on the assessment, stress testing

and mitigating actions referred to above, the

Directors confirm they have a reasonable

expectation that the Group will be able to

continue in operation and meet its liabilities

as they fall due over the next three years to

25 March 2028.

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Our Environment, Social and Governance (ESG) strategy is based around the four pillars of Environment,

Colleagues, Communities and Supply Chain. We continue to make progress in delivering against the

targets that underpin our strategy across our UK and France operations.

Table 1: Our key ESG objectives, targets and progress made in FY25

Objective Target(s) FY25 Progress

Environment

Reduce absolute Scope 1 and 2 carbon

emissions by 25% by 2030 against a

FY21 baseline

• Install light-emitting diode (“LED”) lighting in all

B&M UK stores by FY27.

• Maintain building energy management

systems (BEMS) penetration in B&M UK stores.

• Our Scope 1 & 2 emissions increased by 2.1% since FY21 (baseline).

An annual average reduction of 4.9% is required to meet the scope 1

& 2, 25% reduction by 2030 target.

• BEMS were installed in 144 B&M UK stores. As part of the AI installation

in FY25, 88 stores are in the process of being fitted with Light Emitting

Diode (“LED”) lighting (see page 32 for more information).

Reduce Scope 3 emissions through

working with our suppliers

• Engage with 67% of suppliers, by spend,

to set science-based targets by FY27.

• Identified 60 additional suppliers to be engaged with in Q1 FY26. We

have already engaged with 100 suppliers (61% of spend).

Net zero by 2040 against a FY21

baseline

• Minimum 90% reduction in absolute Scope 1 &

2 emissions by 2040, from a FY21 baseline.

• Reduce absolute Scope 3 emissions by 90% in

the same time period.

• Scope 1 & 2 emissions have increased by 2.1% since our FY21 baseline,

and by 3.1% since FY24. Scope 3 emissions have increased by 6.2%,

since our FY21 baseline, and by 17.87% since FY24. Annual reductions of

4.9% for Scope 1 & 2 and 6.0% for Scope 3 are required FY26 onwards

to meet our targets.

Maintain a high level of packaging

recycling and reduce use of plastic

packaging

• Maintain or improve recycling rate annually. • Continued to develop innovative ways to reduce plastic packaging.

In FY25, our packaging recycling rate was 78.4%.

Colleagues

Provide colleague development and

promotion opportunities through a

range of training programmes

• Maintain >90 “Step Up” promotions per

annum.

• We redesigned our career development programme and launched

“Pathway”, supporting 1,156 colleagues with succession and personal

progression (see page 33).

Maintain high levels of colleague

engagement across the Group

• Maintain engagement rates annually. • In FY25, 94% of B&M UK colleagues were invited to respond to the

employee survey, with a 40% response rate, representing a 25% year-

on-year increase in responses.

Develop a diverse and inclusive

workforce

• To maintain a female representation, at the

Board and Exco, level above 40%.

• To increase ethnic diversity in senior

management (defined as Heads of

Department) to at least 10% by the end of FY27.

• 42% of our senior management, reporting either directly to the Board

or the Executive Committee were female. 9% of Exco were female.

• 55% of all colleagues across the Group were female.

Reward strong business performance

through payment of discretionary

bonuses to Store, Distribution and

Support Centre Managers communities

• Continue our annual bonus scheme which

equates to a % of an employee’s salary and

paid annually.

• Maintain our Golden Quarter bonus scheme,

rewarding both individual excellence and team

performance. Bonuses are awarded based on

increased sales during the designated period,

with a particular focus on growth in best-

selling products.

• B&M continued to provide performance-based bonuses for managers

and provide rewards for team members.

Maintain safe and clean working

environments in stores, distribution

centres, and transport operations.

Provide access to resources supporting

colleague well-being

• Maintain. • The Group continued to maintain safe and clean working environments

for stores, distribution centres and transport operations (see page 34)

• B&M continue to provide all relevant training to all new recruits and

conduct relevant reviews every six months for all other colleagues (see

page 33)

Communities

Committed to a target of at least 1,200

B&M stores in the UK

• Reach at least 1,200 stores in the UK. In FY25,

the Group had 1,120 stores in the UK and 135

stores in France.

• Heron Foods opened 14 gross new stores in FY25.

• B&M UK opened 45 gross new stores in FY25.

• B&M France opened 11 gross new stores in FY25.

Contribute to the regeneration of

local communities through the

creation of new jobs

• Creation of new jobs is linked to new store

openings.

• In FY25, approximately 1,933 new UK retail jobs were created. 1,764 job

offers were made following local Jobcentre recruitment for new store

openings.

Provide value-for-money products and

services to our customers

• Maintain always. • Continue to offer grocery and general merchandise at materially

better value than mainstream supermarkets and specialist general

merchandise retailers.

Support local and national

charitable initiatives

• Maintain the Group’s ongoing charitable

initiatives.

• B&M UK donated £22,500 to Cash for Kids, plus 181 pallets of stock to

various charities.

• Heron Foods raised £77,318 for Cash for Kids and other causes.

• B&M France contributed €367,292 worth of goods to local associations.

Supply chain

Committed to ensuring ethical

business practices and the fair

treatment of workers in our

supply chain

• Maintain engagement with suppliers to ensure

ethical practices. Our supplier engagement

target is to have 67% of suppliers (based on

spend) to set science-based targets, which has

been validated by the Science Based Targets

initiative (SBTi), by FY27.

• In FY25, the Group engaged with its largest suppliers on ethical

conduct, including modern slavery and anti-corruption policies, and

Heron Foods communicates the same policies to all new and existing

suppliers annually.

• Introduced an ESG supplier questionnaire to assess GHG emissions

and sustainability practices.

Build long-standing, fair relationships

with suppliers. Pay suppliers promptly

and treat them respectfully. Maintain a

zero-tolerance stance on bribery and

corruption

• Maintain B&M UK trade creditor days of <35. • B&M UK trade creditor days: 16.

Ensure products sourced are safe,

compliant with regulations, and fit for

purpose. Utilise sustainable or recycled

materials in own-brand products

where feasible

• Maintain. • Continue to provide safe, sustainable and compliant products with

checks from our in-house QA team and factory product specification

checks by our Hong Kong buying agent Multi Lines.

Corporate social responsibility

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Annual Report and Accounts 2025

Financial StatementsCorporate GovernanceStrategic Report

We structure our CSR activities and measure

our impact across four key pillars:

Environment: Minimising our environmental footprint and promoting

sustainable practices.

Colleagues: Providing a fair, safe, inclusive, and rewarding workplace.

Communities: Making a positive contribution to the local communities

where we operate.

Supply Chain: Ensuring ethical and responsible practices throughout

our supply chain.

B&M is committed to annually improving the

Group ESG strategy, which has been integrated

into the Group governance structure (table 1).

During FY25, our Board continued to monitor

and receive updates at every Board meeting

scheduled on ESG topics, including on the

identification and management of climate-

related risks (see page 42).

We are committed to evolving and refining our

strategy to continue to develop sustainably.

To ensure continued progress on the Group

ESG strategy, including climate analysis

and net zero, B&M works closely with a

specialist third-party consultancy, Inspired

ESG. The Board is committed to monitoring

progress against our ESG strategy, making

further developments where necessary. The

governance and decision-making processes

regarding stakeholder interests are outlined in

the Stakeholders and Section 172 statement

on page 54.

Outlined below are the impacts of our

environmental policy, and how we have

progressed in FY25 to reduce the Group’s

environmental impact. Additional information

regarding the Group’s approach to climate

change is outlined in the TCFD section of this

annual report (page 40).

Transport and distribution

B&M is actively working to reduce the

environmental impact of the Group transport

fleet, where possible. We are committed to

continuously improving our processes and

researching opportunities to reduce our direct

emissions. Our UK transport fleet is fitted with

Euro 6 engines, which is the latest standard for

emission compliance. As of FY25, B&M’s heavy

goods vehicle (HGV) fleet is on average less

than 3 years old, improving efficiency by using

newer technology. Heron Foods has continued

to convert their company car fleet to electric

vehicles, resulting in 15% of the fleet being fully

electric at the end of FY25.

B&M HGV drivers are provided training, where

required, on how to drive fuel-efficiently, with

driver performance monitored for both B&M

UK and Heron Foods. In addition, B&M UK are

using Paragon transport planning software

system, to identify the most efficient and safe

transport routes that minimise the number and

distance of trips from distribution centres and

Environment

Our environmental

commitment is to:

grow our business sustainably,

minimise our environmental

impact, and operate an

efficient infrastructure.

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Corporate social responsibility continued

stores. B&M are currently looking into ways to

expand the use of Paragon to create further

savings.

As part of our ongoing commitment to

improving operational efficiency within our

supply chain network and reducing our

environmental impact, we have invested

in Microlise, an advanced route planning

software for B&M UK store deliveries which will

be fully operational in May 2026.

By optimising our delivery routes, Microlise

helps to minimise mileage and hours spend on

the road, reduce emissions and lower overall

fuel consumption through improved MPG. This

investment, along with our investment into new

fleet kit to reduce our fleet age, supports our

wider sustainability goals while enhancing

service reliability and cost-effectiveness across

our logistics network.

Waste and recycling

We aim to reduce the waste from the business

where possible, including collaborating

with our suppliers to review and identify

opportunities to reduce the amount of product

packaging. We continue to focus significantly

on recycling and waste management,

maintaining our average packaging

recyclability rate of 78.4% for FY25. All

cardboard waste for Heron Foods is bailed and

recycled, with no plastic waste being returned

to the support centre.

Energy consumption

B&M invests in energy-saving technology

annually; for example, all new UK stores have

LED lighting installed, which uses up to 70%

less energy than a typical light bulb. We also

aim to install LED lighting in our existing stores

when refurbishing sites. As of the end of FY25,

777 of our B&M UK stores (all of our B&M UK

estate) had LED lighting installed, and all B&M

France stores are fitted with LED lighting.

In FY25, BEMS were installed in 700+ stores

in the UK included in the long-term strategy,

and they are now a standard feature for all

new sites. Additionally, since early 2023,

BEMS have been retrofitted to upgrade the

controls in existing stores. BEMS provide an

understanding of the operational efficiency in

stores, allowing control of heating, cooling and

light systems. This information is now provided

in more detail by installing Energy AI systems

in all new and 100 existing stores. Energy AI

automatically learns the characteristics of an

individual store and generates reporting and

automated processes to improve efficiency for

the specific store, and therefore our portfolio

overall. The initial trial site deployment has

achieved >36% electric and >40% gas usage

reduction, with a return on investment (ROI) of

less than one year.

B&M France have also conducted a study to

optimise BEMS, which has been installed in

all stores. The results of the study highlighted

the value of improving existing systems by

integrating more energy sub-metering and

a hypervisor system. This system offers the

possibility of supervising and managing the

energy consumption of the entire portfolio

from one platform and generates alerts where

systems such as heating, ventilation and air

condition (HVAC) require attention. A pilot site

at a B&M France store was also tested with

Sensinov (a company specialising in BEMS with

Hypervisor) in April 2024. Although this site

already implemented a BEMS, its optimisation

has resulted in a saving of more than 61 MWh

over 2024 and a 20% reduction in energy

consumption between April and December

compared to the previous year. The objective

is to deploy this system to all existing stores

as well as any additions to the portfolio. The

rollout has begun and will continue throughout

2025. This approach aims to significantly

reduce the energy consumption of the stores

while guaranteeing an optimal level of

comfort for employees and customers. It also

provides better visibility into the health of HVAC

equipment, which is critical for technical and

maintenance teams.

The installation of chiller doors continues to be

rolled out across our stores to reduce the need

for the additional cooling of produce. These

doors are installed at all new sites. We have

also developed a programme to replace all old

chillers with new energy efficient alternatives

when they reach the end of their lifecycle.

We are continuously reviewing our estate

to identify potential energy reduction

opportunities, including onsite renewable

power generation. Our new Ellesmere Port

import centre, opening in summer 2025 will

manage inbound containers from China and

therefore optimising the capacity of our five

existing B&M UK distribution centres which

are handling ever-growing volumes. This will

support both our short and long-term growth

plans, including our target to reach at least

1,200 B&M UK stores. The import centre has

been designed with energy-efficient features

including solar panels, rainwater harvesting

systems and the use of recycled materials.

In addition, the facility is strategically located

near the transport links of the Manchester

Ship Canal, the Port of Liverpool and major

motorways to optimise transportation routes.

This new site will also support the local

economy, providing over one hundred job

opportunities. Furthermore, in FY24, Heron

Foods have conducted a pilot project for

solar panel installation in its warehouse, all

tenders have been received in FY25, with a

commencement date for the project to be

in FY26. We will use this project to inform

decision-making and share best practices

across the rest of the Group.

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Financial StatementsCorporate GovernanceStrategic Report

Colleagues

Our commitment

in relation to our

people is to:

provide a fair, safe, inclusive,

and engaging work

environment where colleagues

are treated with dignity and

respect and have opportunities

for development.

Throughout the Group, we aim to ensure

a safe, enjoyable and supportive working

environment for all colleagues. We recognise

that our colleagues are integral to the success

of our business and are committed to ensuring

they feel valued, recognised and are rewarded.

We have numerous policies detailing our

terms and conditions of employment and

safeguarding practices for all colleagues that is

compliant with relevant legislation. With 39,548

employees across the Group, fostering a positive

working culture is important for the growth of

the business. In FY25, we created 1,933 new

retail jobs in the UK, driven by our store rollout

programme. We continue to positively impact the

local communities in which we operate, offering

employment and giving back where possible.

Colleague progression

We aim to support and provide opportunities

for our talented colleagues to develop

and progress in their careers. In FY25

we redesigned our career development

programme and launched “Pathway”,

supporting 1,156 colleagues with succession

and personal progress, primarily for our junior

managers, deputy and store managers. Our

internal Pathway to area manager programme

was also available during FY25.

Heron Foods provided training and

progression opportunities for colleagues in

FY25. For example, the Leadership Elevation

Aspire Programme (L.E.A.P), allows colleagues

to participate in courses such as e-learning on

communication, sales and IT skills. This was

supplemented by a learning and development

team catalogue detailing additional courses

available to colleagues, including both Excel

training for beginners and leadership and

conflict resolution. Using an Ignite programme,

Heron Foods warehouse colleagues were also

provided training bespoke to their role, such

as health and safety and how to load goods

correctly. Furthermore, B&M France set up

management and recruitment training on how

to deal with certain customer interactions.

Colleague engagement

Paula MacKenzie became the Group’s

designated Non-Executive Director for

Workforce Engagement from 23 July 2024,

and ensures that colleague engagement

is conducted effectively, and feedback is

actioned. Ensuring colleagues have an outlet

to provide feedback is imperative. Paula has

taken an active role in Workforce Engagement,

attending various listening groups with Group

Compliance (GC) and the Head of Internal

Communications and Engagement. These

listening groups were in person and took

place across all functions of the business,

including Retail, Supply Chain and the Support

Centre. Paula shares key updates on colleague

engagement with the rest of the Board at least

twice a year. This is supplemented by reports

provided by the GC each year on colleague

engagement and salaries to the Remuneration

Committee, ensuring they remain informed.

One of our key colleague engagement

initiatives is the annual feedback survey for

B&M UK colleagues; for the first time in FY25,

we have been able to distribute a survey to our

colleagues. A total of 30,680 colleagues were

invited to complete the survey, representing

94% of the total B&M UK colleagues. The

overall completion rate from colleagues was

40%, which represents a 25% increase in

responses year on year. We aim to act upon

the feedback provided, where possible, to

benefit our colleagues.

Heron Foods plan to conduct an employee

engagement survey in FY26, however in

FY25 roadshows with store managers, field

management and all colleagues were held

at the Store Support Centre. This provided

colleagues with an opportunity to provide

feedback in person.

B&M European Value Retail S.A.

Annual Report and Accounts 2025

B&M aim to ensure colleagues remain

informed with business updates. In FY25,

B&M UK rebranded the “B&M Benefits” online

platform to “The Tannoy”, which was also

launched as an app. The bulletin section is

in use on The Tannoy, with regular blogs and

company updates accessible to colleagues.

In FY25 we continued our online HUB, which

provides additional communications to store

colleagues, with an app version for our

managers in retail. Furthermore, the “Comms

Zones” introduced in FY24 are still in place for

all distribution centres and transport hubs for

employees.

Colleague wellbeing

The wellbeing of all colleagues is a priority for

the Group, and therefore we provided a range

of initiatives to support this in FY25. B&M UK

and Heron both launched online Employee

Assistance Programmes (EAP). The EAP provide

a comprehensive telephone helpline available

24 hours a day, 7 days a week, 365 days per

year to provide every colleague in need with

immediate telephone support, including but

not limited to, domestic abuse, retirement,

work-related issues, and personal legal

information. This service can help reduce

absenteeism and improve the productivity

of colleagues in the workplace. In addition,

Mental Health First Aiders were still available

around the business in FY25, with these

colleagues’ names and contact information

available to employees on the colleague app

and website.

Heron Foods participated in a range of

additional wellbeing activities in FY25, such as

Mental Wellbeing Month in May 2024, sharing

information and useful resources to support

colleagues, such as podcasts and exercises,

as well as implementing a dedicated wellbeing

section on our Intranet. First aid training and

mental health first aider training was also

provided.

Colleague reward and recognition

Ensuring colleagues are recognised for their

hard work is important to the Group. In FY25

B&M UK continued to provide colleagues

with “double discount” weekends on General

Merchandise products on eight occasions, of

which five included FMCG products. Double

discount is a key way to show appreciation for

colleagues’ hard work, as well as recognising

the current cost-of-living strains. In our Retail

Department, area managers, store managers

and departments are rewarded through an

annual bonus scheme which equates to a

percentage of their salary and paid annually

in April. B&M always offer additional bonus

incentive competitions, where colleagues can

win bonuses for the store team. These are

based on increase in sales over a period and

increase in best sellers. In our distribution

centres, we offer all managers (team

managers and above) the opportunity for an

annual performance related bonus as well.

Diversity and equality

B&M value employees of all ages, with the

youngest team member at 16 and the oldest

at 84. We actively support older workers and

have provided opportunities to individuals

impacted by changes within the sector

helping them to navigate the job market. As

a proud Disability Confident employer, B&M

are passionate about offering opportunities

to candidates with health conditions. The

approach includes a commitment to mentoring

and making reasonable adjustments to ensure

no candidate is negatively impacted by their

condition. In addition, Heron Foods continue to

attract a diverse workforce, reviewing adverts

to attract people of different ethnicities, race

and genders. B&M France also have a strong

non-discrimination approach to hiring.

Our diversity policy in relation to the Board and

senior management is:

• To ensure that the Group maintains

the necessary skills, experience and

independence of character and judgement

of its Board members and senior

management team, for the Group to be

managed effectively for its long-term

success.

• While making appointments based on merit

so the best candidates are appointed, the

Group recognises the value which a diverse

Board and senior management team

brings to the business and it embraces

diversity in relation to gender, race, age,

educational and professional backgrounds.

• Together with the above criteria, the Group

also recognises that diversity in relation

to international experience, recent senior

management roles within retail and/

or supply chain sectors, and previous

experience regarding membership and

leadership of Board committees are also

relevant factors.

In relation to diversity the B&M Board had

a 50% female representation at the year-

end, with four females out of the eight Board

members. In accordance with Listing Rules

targets, the Board has one female Board

member in a senior position, and one

Board member is from an ethnic minority

background. In June 2024, we announced that

Tiffany Hall would replace Peter Bamford as

Chair of the Board.

The percentage of female representation

within the senior management of the Group,

reporting either directly to the Board or the

Executive Committee, was 36% in FY25 (FY24:

42%). In relation to all employees of the Group,

the percentage of female colleagues was 55%,

(FY24: 57%).

The percentage of ethnic minority

representation within the senior management

of the Group reporting either directly to the

Board or the Executive Committee was 1.5%

at the end of FY25. With reference to the

Company’s voluntary commitments following

the Parker Review, the Company has reviewed

its policies and procedures to help enable

delivery of its voluntary ethnicity target of 10%

ethnic minority representation within the senior

management team by the end of FY27.

The Group now collects data in respect of

diversity from its new starters. Colleagues

are encouraged to provide their ethnic origin,

sexual orientation, religion, any disability

and gender in accordance with government

guidelines. Data collection is performed based

on self-reporting by the individual.

Corporate social responsibility continued

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Gender pay gap reporting

In accordance with the Equality Act (Gender

Pay Gap Information) Regulations, we have

published our data online in relation to each

of our B&M UK and Heron Foods businesses

as of 5 April 2024. The mean hourly pay rate

of B&M UK colleagues was 8.8% higher for

males than for females. This was equal when

measured as a median average. For Heron

Foods, the mean hourly rate for males was

18.8% higher than females and the median

hourly rate for males was 2.5% higher than

for females. In relation to bonuses of B&M

UK colleagues, 8.4% of females and 20.8% of

males were paid a bonus. The mean average

bonus amounts were 11.3% lower for male

colleagues. When considering the median

average, male bonuses were 92.1% lower than

the female median bonus. For Heron Foods,

4.0% of females and 24.9% of males were paid

a bonus. The mean bonus pay for females

was 42.3% lower than males and the median

bonus pay for females was 55.6% lower than

males. Colleagues of the Group in France and

Luxembourg are not included in this data.

Full details of the reports are available on our

website.

B&M France have also negotiated a gender

equality agreement with their trade unions,

which stipulates that B&M guarantees

equality when employees return from family

leave, that we regularly raise awareness of

this issue among our managers and that we

have decided to maintain health cover for

employees on parental leave (who are often

women) for one year.

B&M European Value Retail S.A.

Annual Report and Accounts 2025

B&M is committed to supporting the

communities in which we operate by providing

jobs, mentoring and discounted products. This

financial year, we opened 45 B&M UK gross

new stores, 14 in Heron and 11 B&M France

new stores. B&M continued to donate £250

for every store opening, refit and relocation

event, of which there were 53 in FY25, totalling

to a donation of £13,250 for charities. B&M

France provided a €300 voucher to two

charities recommended by local town halls,

for each new store opening. These charities

are then supported with one-off events when

requested, such as telethons.

B&M launched five work experience

programmes which were in place across

all UK stores during FY25. As part of this,

over 3,000 candidates were referred for the

programme, 2,600 completed the in store

four-week programmes and 1,800 secured

paid employment. In FY25, for the new stores

opened, B&M UK attended local Jobcentres

to talk to candidates, with all 3,600 attendees

being offered an interview. This has led to

3,500 requesting an interview and 1,764

being offered paid roles in new stores.

This demonstrates B&M’s strong approach

to supporting local communities through

employment. For example, B&M have signed

the Armed Forces Covenant, committing to

offer opportunities for current and former

service members, as well as their families.

Key initiatives include a guaranteed interview

for any service member leaving the forces or

any spouse relocating due to redeployment

and discount days for all active service

members to show appreciation for their

sacrifices. B&M also participated in Sector-

based Work Academy Programmes (SWAPs)

in FY25, where our colleagues regularly step

in to pick up SWAPs when other employers

withdraw, ensuring candidates are not let

down. This includes offering a “day in the life of

a B&M colleague” and providing an interview

opportunity to participants.

In FY25, Heron Foods colleagues continued

to visit schools to provide mentoring,

apprenticeship services and advice, as well

as attending careers events. Heron also

continued to participate in the “Too Good To

Go” scheme, which allows local communities

to buy discounted food from shops, which

would otherwise go to waste.

Charitable initiatives

As a large business in the UK and France, B&M

annually contributes to charities, giving back to

those in need. In FY25, B&M UK contributed to

support Cash for Kids, a charity dedicated to

improving the lives of disadvantaged children

and young people across the UK up to and

including the age of 18. Fifteen of our UK

operating areas donated a total of £22,500

the charity. An additional £2,297 was raised

through a colleague Christmas jumper day and

charity raffle. Through third-party partnerships,

£10,334,347 was donated to Cash for Kids as

part of their Mission for Christmas campaign,

helping 216,409 children. B&M UK donated

181 pallets of stock to charities during the

financial year. Through various other colleague

initiatives, such as a MacMillan coffee

morning, an additional £4,053 was raised.

In FY25, Heron Foods also supported Cash

for Kids. A total of £77,318 was raised during

the financial year. Furthermore, Heron Foods

also supported MacMillan Cancer Support

charity, raising £2,451. Both donations will

make a difference to the lives of people across

the UK. Heron Foods also made multiple

donations in FY25 to local food banks, such

as Help the Homeless, a grant-giving trust

to help homeless people to live healthy and

independent lives.

B&M France also contributed to charities

in FY25, including a colleague run, to raise

money for breast cancer. Pink toys were sold

to raise money, a part of which was donated to

The Pink Ribbon Association, supporting those

Corporate social responsibility continued

Communities

Our commitment

in relation to our

communities is to:

be a positive presence in

the communities we serve,

contributing to local economies

and supporting relevant

charitable initiatives.

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with breast cancer. B&M France also donated

goods, such as food and furniture to a charity

fighting poverty and discrimination. Food

was donated to a charity which distributes

the goods to those in need. In total, B&M

France donated €367,292 worth of goods to

associations. In addition, in conjunction with

the Etablissement Français du Sang program,

B&M France colleagues participated in blood

donations.

Health and safety

During FY25, the Board continued to have

overall responsibility ensuring a high standard

and effective approach to health and safety

is maintained across the Group. Therefore,

on a bi-monthly basis, the Board and

executive management team monitor key

performance indicators in relation to health

and safety trends across the business. This

includes reviewing reports on the number of

accidents. A dedicated health and safety team

of qualified professionals ensure compliance

with current statutory requirements and that all

colleagues are informed on the Group’s health

and safety policies.

Our approach to health and safety is one

of education and continuous improvement,

ensuring that additional measures will be

implemented where required for the safety

of colleagues and customers. Our store

management teams are trained as responsible

persons under our health and safety policy

for stores; a responsible person is in store

at all times. As part of their induction, new

recruits are provided health and safety training.

Reviews (and refreshers as required) also occur

during the 12 weeks following their induction

training. To ensure that store managers remain

informed on health and safety matters, fire

safety and health and safety refresher training

is provided every six months, with recycling

training every 12 months. At Heron Foods,

refresher training for warehouse colleagues is

provided every three years, which is tailored

to their role, and covers key aspects of health

and safety.

Over the course of the last five years, up to

6,990 store colleagues have been trained

as a responsible person, demonstrating our

commitment to the safety of colleagues. In

FY25, there were 93 reported accidents (0.12

per store) reportable to the Health and Safety

Executive relating to the B&M business in the

UK (FY24: 69 reported accidents and 0.09 per

store). This increase in reported accidents is

partly due to changes in legislation around

7-day absences. This is in the context of over

280 million shopper visits over the course of

the year.

B&M France have also set up regular safety

inspections of sites and are conducting an

investigation with the members of the health

and safety committee to define an action

plan to avoid repeating the same accidents.

Progress on this will be reported in our

FY26 statement.

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Establishing and maintaining long standing

close relationships with our suppliers is

crucial to B&M. Many of our suppliers have

been with the Group for many years, sharing

in our growth and success throughout. They

value the simple, transparent pricing model

that we adopt, minimising the use of rebates

and retrospective discounts. This year, we

identified additional suppliers to engage with

in Q1 FY26. We have already engaged with

our 100 largest suppliers, selected based on

financial spend, in FY24 and FY23. Our ESG

supplier questionnaire will help us to obtain

information regarding their GHG emission

measurement processes, reduction efforts of

our suppliers and their wider ESG ambitions.

This programme forms part of our supplier

engagement target to have 67% of suppliers

based on spend to set science-based targets,

which has been validated by the Science Based

Targets initiatives (STBi).

Ethical trading and our supply chain

As key stakeholders in our business, our

suppliers are essential to our success. We

set high standards and clearly communicate

our policies to ensure they meet the same

ethical expectations that define B&M. Our

commitment to transparency, fairness, and

responsible business practices fosters strong,

ethical partnerships that align with our core

values.

Maintaining an ethical, resilient supply chain

is essential to delivering safe, high-quality

products to our customers. To uphold this, we

enforce strict compliance with local laws and

regulations and hold our suppliers to robust

internal standards. Our key policies include:

• Anti-bribery & corruption – A zero-tolerance

policy ensuring integrity in all business

interactions.

• Workplace standards – Mandatory

adherence to human rights protections,

anti-modern slavery commitments and

the provision of safe and fair working

conditions.

• Whistleblowing – A secure, confidential

process for reporting unethical conduct,

ensuring accountability across the supply

chain.

We continuously refine our approach to

compliance, communication and ethical

business practices, strengthening our supply

chain while delivering value to our suppliers,

customers and communities.

Anti-bribery and corruption

We uphold a zero-tolerance policy on bribery

and corruption across all our businesses.

Every colleague understands the critical

importance of immediately reporting any

offer of inducements from third parties to the

appropriate line manager and compliance

team. All colleagues are trained on anti-bribery

and corruption annually, with new e-learning

introduced in FY25 by B&M UK, alongside the

revised whistleblowing policy. Colleagues

now have access to an internal webpage to

view the anti-bribery and corruption policy,

frequently asked questions, and training. The

compliance team are also available to offer

colleague advice. B&M UK, B&M France and

Heron Foods maintain robust whistleblowing

procedures, ensuring transparency and

accountability at every level. In FY25, our due

diligence and annual review of the UK and

France buying teams identified no instances of

bribery or corruption.

Additionally, Heron Foods now communicates

its anti-corruption policy to all new and existing

suppliers, alongside the modern slavery policy.

This ensures consistent supplier compliance

and awareness, with both policies formally

issued annually and included in Heron Foods’

appendix one of their terms and conditions.

Anti-modern slavery

B&M maintains a strict zero-tolerance stance

on modern slavery, forced labour, and human

trafficking across all aspects of our business

and supply chain. We expect our suppliers

to uphold the highest ethical standards and

comply with our workplace policy, which

Corporate social responsibility continued

Supply chain

Our commitment in

relation to our supply

chain is to:

work with suppliers who share

our commitment to ethical

business practices, fair

treatment of workers, and

environmental responsibility.

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guarantees worker welfare rights and

protections. At the end of FY25 B&M France

began updating this policy and the new

version will be distributed to suppliers and

colleagues once complete.

In FY25, we continued reinforcing these

expectations by directly engaging with

suppliers to ensure alignment with our ethical

standards. Our procurement terms mandate

compliance with these principles, embedding

responsible labour practices into every

supplier relationship. We actively monitor our

supply chain through audits and ongoing due

diligence to uphold these commitments. This

year, no instances of modern slavery, forced

labour, or human rights abuses were reported

within our operations or supply chain. Our

anti-slavery statement and workplace policy

remain publicly accessible at www.bmstores.

co.uk, www.bandmretail.com, and www.

heronfoods.com, reinforcing our commitment

to transparency and accountability.

Approach to risk management and due

diligence in our supply chain

We take a proactive and rigorous approach

to managing risk and ensuring compliance

throughout our supply chain. For leading

household brand suppliers, we rely on

their robust, independently verified risk

management frameworks. For all other

suppliers, particularly those based overseas

or providing General Merchandise, we

implement thorough verification processes

to ensure compliance with local laws and

our ethical standards.

Every overseas supplier must submit a social

compliance report, assessing their adherence

to legal, environmental, and labour standards.

These reports are independently reviewed by

our trusted partner, Multi-Lines International

Company Ltd (Multi Lines), an expert sourcing

agent based in Hong Kong with a dedicated,

locally embedded team. Multi Lines conducts

comprehensive audits, ensuring suppliers

meet our high standards for social and

environmental responsibility.

Additionally, our buying teams conduct on-

site visits to verify new suppliers, ensuring

alignment with our values and standards.

Through these combined efforts, third-party

audits, direct supplier engagement and

regular oversight, we maintain a rigorous due

diligence process, mitigation risk and ensuring

that our supply chain operates with integrity

and transparency.

Quality assurance

In FY25, we continue to apply a comprehensive

quality assurance process to all General

Merchandise products. We perform rigorous

pre and post-production testing, supported

by in-house inspections and certified external

testing partners. Our team collaborates with

trusted global certification bodies to ensure

compliance with international standards.

Multi Lines conducts detailed on-site factory

inspections prior to shipment, ensuring

that each product adheres to our exacting

specifications and meets our high standards of

quality and safety.

B&M European Value Retail S.A.

Annual Report and Accounts 2025

TCFD

Task Force on Climate-related

Financial Disclosures

Introduction

B&M (the “Group”) acknowledges that climate

change is an increasing threat to businesses,

and as a responsible company, we understand

that we have a duty to reduce our impact.

The Task Force on Climate-Related Financial

Disclosures (TCFD) offers a framework for

businesses to identify, assess and manage

climate-related risks and opportunities. This

framework is structured around four key areas:

Governance, Strategy, Risk Management, and

Metrics & Targets. In FY25, B&M complied

with the requirements of the Listing Rule

UK LR6.6.6R(8) by including climate-related

financial disclosures consistent with the

TCFD recommendations and recommended

disclosures. We also consider our disclosure

to be consistent with Section C of the 2021

TCFD Annex entitled “Guidance for all sectors

and Section E of the TCFD Annex entitled

“Supplemental Guidance for Non-financial

Groups”. We have complied with 11 of 11 TCFD

recommendations.

We are pleased to have aligned with the TCFD

recommendations for four years, outlining

our progress in responding to climate change

challenges and embedding the guidance into

our business operations. B&M is a partner of

the wider industry and national commitments,

including the British Retail Consortium’s (BRC),

adhering to the Climate Action Roadmap

and target to be net zero by 2040. Net zero is

defined as a 90% absolute reduction in scope

1, 2 and 3 emissions by 2040, offsetting the

remaining 10%.

Governance

Board oversight

The Board holds overall responsibility for

climate and ESG matters. However, the Group’s

“at-one approach” embeds responsibility

throughout the business and encourages

constant communication and collaboration

across multiple management levels,

ensuring clear action toward climate change

mitigation is taken. The Board delegates

key responsibilities to Exco, supported by

the sustainability manager, including the

responsibility for identifying, assessing and

managing climate-related risks. However,

to ensure all Board members remain

appropriately informed, the sustainability

manager reports to the Chief Financial Officer

(CFO) on climate-related matters prior to all

Board meetings. Climate change is a standing

agenda item at all Board meetings, and

therefore, the CFO shared the key updates

during all six scheduled Board meetings in

FY25. Key topics of discussion during Board

meetings in FY25 were Corporate Sustainability

Reporting Directive (CSRD) preparation, the

implementation of energy efficiency measures

and the data collection process for emissions

calculations. The Board implements effective

internal controls to ensure that climate-

related risks and opportunities are effectively

identified, assessed, and managed. For

example, the Group works closely with an

external ESG consultancy, Inspired ESG, to

appropriately identify climate-related risks

annually.

The Board also considers climate matters

when making strategic or operational

decisions. Forecasting of climate-related

expenses in the short, medium and long

term is used to understand potential impacts

on revenue or the requirement of additional

capital costs. Carbon-related investments are

aligned with the Group’s climate ambition

to be net zero by 2040. This is supported by

B&M’s Exco and finance team and refined

through our partnership with Inspired ESG.

The Group ensures funds are made available

where required to implement climate change

mitigation measures, for example, to achieve

compliance with CSRD.

Inspired ESG also supports the Board and

Exco by facilitating climate risk management

workshops annually. These serve as a platform

for climate capacity-building, best practice

sharing, mitigation review, and assessment of

climate-related risks and opportunities. These

workshops also guide financial planning as

Table 1: B&M’s Environmental, Social, and Governance (ESG) and climate governance structure.

B&M’s Board

The Board of Directors of B&M has eight members comprising the Chair, the Chief Executive Officer, the Chief Financial Officer,

the Senior Independent Non-Executive Director and four Independent Non-Executive Directors.

The Board holds ultimate responsibility for climate change.

Audit & Risk

Committee

This Committee is made up

of one Senior Independent

Non-Executive Director and

two Independent Non-Executive

Directors. The committee conducts

annual reviews of the Group’s

principal risks.

Nomination

Committee

This Committee is made up

of the Chair, one Senior Independent

Non-Executive Director and

three Independent

Non-Executive Directors.

Remuneration

Committee

This Committee is made up

of one Senior Independent

Non-Executive Director and

two Independent

Non-Executive Directors.

Workforce Engagement

Non-executive Director (NED)

Paula MacKenzie is the

Designated Non-Executive Director

for Workforce Engagement.

Exco

The Group’s Exco are responsible for the day-to-day operational and strategic matters in relation to each of the businesses of the Group,

which includes B&M UK, B&M France and Heron Foods. Members of the broader senior management team hold regular monthly meetings

led by the sustainability manager to review progress and agree actions, including on achieving net zero.

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Annual Report and Accounts 2025

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mitigations are developed where needed.

The Board, therefore, do not currently require

a separate ESG Committee as responsibility

for assessing and managing climate change

is shared between Board members and Exco.

To demonstrate our commitment, Executive

Directors’ remuneration has been linked to the

Group’s achievement of metrics relevant to our

ESG strategy, including those of climate-related

matters.

Management’s role

The Board delegates responsibility for the

annual identification, assessment, evaluation,

and management of climate risks and

opportunities to Exco, who meets once a

week. Exco are supported by the sustainability

manager, who updates the director of health

and safety, on climate-related matters

on an ad hoc basis when required. Exco

identifies and assesses climate risks at

least annually with Inspired ESG through the

climate risk workshops. The workshops serve

as a mechanism for Exco members to fulfil

their delegated responsibility and expand

their knowledge of climate risks and their

associated impacts.

The sustainability manager provides Inspired

ESG with the climate data required to identify

climate-related risks and opportunities for

the Group annually. These are presented at a

climate risk management workshop attended

by multiple internal stakeholders annually (see

page 71). The sustainability manager works

across the business, interacting with several

departments through our flat management

structure, initially assessing the potential

impact and likelihood of climate-related risks

and opportunities. Department heads raise

any concerns regarding climate matters to

the sustainability manager, and identified

items are then presented to Exco or their team

members, including the General Counsel,

internal audit, investor relations, operations,

and finance teams, for their review. The

sustainability manager informs the Board

of climate-related matters prior to all Board

meetings, promoting climate discussions at

each meeting. For example, on the water

limpet rollout and progress to meet emission

reduction targets. These updates are then

shared with the Exco after each meeting,

who work to implement necessary climate

mitigation measures.

Decisions on how to manage the Group’s

climate-related risks and opportunities are

taken by Exco, who, alongside the sustainability

manager, meet regularly with Inspired to

discuss key ESG topics, such as the rollout of

LED lighting, Building and Energy Management

Systems (BEMS) and water limpet readers.

Strategy

B&M is committed to acting in the best

interest of our shareholders and customers,

embedding climate strategy throughout the

Group and minimising the impact of climate

change. Climate-related risks include both

physical and transitional risks. Physical risks

relate to the impacts from climate change that

encompass acute (event-driven) events such

as flooding or wildfire, or chronic (longer-term

shifts in the climate patterns) changes such

as rising mean temperatures. Transition risks

relate to a shift to a low-carbon economy and

follow themes of policy and legal, technology,

market and reputation. Following the TCFD

recommendations, climate scenario analysis

has been conducted to identify the potential

climate-related risks and opportunities the

Group could encounter across the short- (2024-

2026), medium- (2027-2032), and long-term

(2033-2050). As the Group prepares for its

reporting cycle under CSRD disclosure for FY26,

the time horizons have been updated to align

with the CSRD definitions of short-, medium-

and long-term (Table 2).

Table 2: Previous time horizons and updated time horizons.

Time-horizon Previous time horizons Updated time horizons Explanation of change

Short-term

(2024-2026)

Reporting year

+ 5 years

Reporting year

+ 2 years

To align with the CSRD’s definition of short-term. This timeframe provides insight

into the immediate impacts of climate change.

Medium-term

(2027-2032)

End of short-term

+ 10 years

End of short-term

+ 5 years

To align with the CSRD’s definition of medium-term. This timeframe also aligns

with B&M’s scope 3 target to engage with 67% of suppliers (by spend) by 2027

(see metrics and targets for more information, page 47).

Long-term

(2033-2050)

End of medium-term

+ 15 years

End of medium-term

to 2050

To align with the CSRD’s definition of long-term and to ensure B&M aligns with

the UK and France net zero target of 2050. This target also aligns with B&M’s net

zero target of 2040 (see metrics and targets for more information, page 47).

Scenario analysis is a strategic planning tool

that serves as a guide for understanding

climate-related risks and opportunities and

evaluating the potential impacts of different

future events or situations. Scenarios challenge

the “business-as-usual” mindset to present

a plausible interpretation of potential future

climate-related conditions, including the

increase in frequency and severity of physical

impacts or the potential transitional risks to

support a shift to a low-carbon economy.

By employing multiple scenarios, we can

gather useful insights into the diverse

outcomes related to the strategic or financial

implications of climate-related risks or

opportunities. In January and February 2025,

the Group analysed three distinct warming

pathways (table 3). In February 2025, the

findings were presented to the sustainability

manager, head of financial performance,

director of health and safety, and additional

departmental representatives by Inspired

ESG. Transition risks were identified at the

Group level, and physical risks focused on

the subsidiary site level based on sales

performance in the first half of the financial

year. To build on our climate resilience, we

expanded the scope of our assessment to

include selected suppliers. Each scenario was

chosen to show a range of high or low-risk

outcomes and promote opportunities to build

resilience across the Group. Climate resilience

refers to the Group’s capacity to respond to

climate change, effectively manage associated

risks, and capitalise on identified opportunities.

The Group’s resilience under each scenario is

also outlined in table 3. The climate models

used in this analysis draw on data from

the Intergovernmental Panel on Climate

Change’s (IPCC) Representative Concentration

Pathways (RCP), the International Agency’s

(IEA), World Energy Model (WEM), the Network

for Greening the Financial System (NGFS), and

other established models. The utilised models

are in alignment with ISO 14091 Adaptation

to Climate Change standards. While they

provide valuable insights, it is important to

acknowledge their inherent limitations. These

include potential inaccuracies in both real and

projected outcomes and the possibility of over

or underestimating data. Scenario analysis

serves as a critical tool for understanding

climate-related risk and opportunities, despite

these limitations.

B&M European Value Retail S.A.

Annual Report and Accounts 2025

TCFD continued

Table 3: Warming pathways used in the climate scenario analysis.

Scenario Description and resilience strategy

<2°C

Proactive

scenario

In this scenario, organisations align with the Paris Agreement and set net zero targets by 2050. Governments introduce policies in a

structured manner, with companies investing in low-emission technology. The Group has set ambitious medium and long-term targets,

exceeding the UK net zero target and the Paris Agreement. B&M take a proactive approach to decarbonising the business, with funds

available to invest in lower emissions technology such as Energy AI (see page 32). Therefore, the financial impact of climate change

under this scenario has been considered and factored into the business strategy, increasing resilience.

2-3°C

Reactive

scenario

In the reactive scenario, physical risks will begin to intensify, which will begin to disrupt supply chains, and governments will reactively

seek to implement solutions in a staggered approach, such as uncoordinated policies, providing companies with insufficient time

to comply. Climate action funding remains stalled, and businesses lack incentives to reduce emissions. Consequently, some climate

tipping points are reached, resulting in an unpredictable climate with severe physical risks. B&M’s annual engagement with Inspired

ESG tracks progress against the Group’s near-term and net zero targets and facilitates annual reviews of climate-related risks to

evaluate the effectiveness of mitigations. B&M has invested in annually assessing the impact of physical climate risks, such as flooding,

and has allocated funds to conduct flood risk assessments in 2024 to understand which sites are at risk, to implement mitigation

measures where required. This increases the financial and operational resilience of the Group to such risks.

<3°C

Inactive

scenario

Both industry and government maintain a “business as usual” approach, with very few companies setting net zero targets, leading

to rising emissions. Low-emissions technology remains largely untested due to high capital costs, and many climate tipping points

are reached, creating a volatile atmosphere. Consequently, businesses are forced to adapt to physical climate risks without green

financing, resulting in the collapse of supply chains as some regions become inhospitable. The Group have the funds available to

continually invest in low-emission technology, conducting regular reviews to evaluate the effectiveness. In addition, B&M annually

report progress under the TCFD to promote accountability with net zero targets. B&M do not rely on green financing as the budget

for implementing climate mitigation measures and decarbonisation is annually available. B&M has assessed the resilience of the

business strategy against this scenario and considers it to be operationally and financially resilient.

Climate risk assessment results

Our climate scenarios included an analysis

at the group level and the subsidiary level,

including B&M UK, B&M France and Heron

Foods, focusing primarily on our retail sites.

The analysis identified nineteen climate-

related risks and six opportunities. Of these

risks, thirteen were related to a transition to a

low-carbon economy and six were related to

the physical environment. In FY25, we further

expanded the scope of our assessment to

include climate-related risks across four key

product categories, analysing how the Group’s

supply chain could be affected. These products

were clothing, soft drinks, confectionery and

food supply. Specific vulnerabilities highlighted

included extreme heat and increased rainfall

affecting cotton supply and costs, rising

temperatures impacting sugarcane yields, and

reduced cocoa production driving up prices. In

FY24, we included 12 sites from each subsidiary

in our analysis. This year, we expanded to

include 15 sites from each subsidiary in our

analysis, which were identified based on the

highest sales volume in H1.

Climate risks were assessed to determine

the likelihood of the risk occurring in B&M’s

operations and the impact should the risk

materialise. To understand where the Group

should focus its resources, each risk was

assigned a score using our risk matrix. Climate

change is deemed to be an emerging risk for

FY25 (see risk management section for our

risk classification and rationale). B&M have

assessed the resilience of the Group’s business

model and strategy against the three varying

climate scenarios (table 3). B&M analysed the

potential impact on the business model and

strategy (tables 4 and 5) and found that the

Group is resilient to the three climate scenarios.

Transition risks

Although fully considered, no transition risks

were deemed material to the Group for FY25.

This outcome reflects our proactive approach

to enhancing our climate risk management

processes, underpinned by our ongoing

support from Inspired ESG. In our FY24

disclosure, we had identified seven material

climate-related risks. However, during FY25,

we have worked to ensure our mitigating

measures for all identified climate-related risks

are effective and efficient. The reviews of our

current mitigation measures indicated where

we should focus our resources to increase

efficiency. Therefore, due to the strengthening

of our mitigation measures and proactive

response to climate risk, we have identified

only one material climate-related risk in FY25.

Transition risks will be reassessed annually

to maintain resilience and preparedness in

an ever-changing regulatory and market

landscape. An estimated carbon price for

the Group under the three timeframes and

warming pathways (table 3) was calculated in

FY25 and assessed. However, the impact of the

carbon price was not deemed to be material.

Physical risks

The Group identified one material physical

risk to the business in FY25, which was

rising mean temperatures (table 4). This risk

has both short and long-term implications

including increased operational costs,

workforce productivity challenges such as

heat stress and absenteeism and potential

revenue losses from temperature-sensitive

goods like confectioneries. In FY25, the

Group experienced stock losses equalling

approximately £10,000, resulting from rising

mean temperatures melting confectionery.

Given the increasing likelihood of extreme

weather events, the Group will continue

to monitor physical risks annually. Overall,

physical risks are not perceived to have a high

financial impact on the Group and its assets.

metrics and targets section of this report.

Opportunities

Beyond mitigating risks, our climate-

related risk analysis has highlighted six key

opportunities that can drive long-term business

value. These opportunities focus on resource

efficiency, energy source, products and

services, markets, resilience, and reputation.

By adopting energy-efficient technologies and

investing in low-emission energy solutions, the

Group can reduce operational costs, improve

productivity, and mitigate risks associated with

energy market volatility. Additionally, exploring

new low-emission products, diversifying into

emerging markets, and enhancing climate

resilience through adaptive measures will

create growth potential and ensure long-

term business stability. As climate-related

expectations evolve, aligning with these trends

offers reputational benefits and the potential

to attract new investors and customers. For

more details on each opportunity, please refer

to table 5.

The climate-related metrics that are used to

measure and manage our climate-related

risks and opportunities can be found in the

metrics and targets section of this report.

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Annual Report and Accounts 2025

Financial StatementsCorporate GovernanceStrategic Report

Table 4: Climate-related physical risks that could have a greater potential impact on the Group than other climate risks, and

the mitigations.

Climate

related risk

Time

horizon

(years)

Warming

scenario

Financial

impact

Overall

risk

score

Impact description Mitigations Target

Rising mean

temperatures

Short

– Long

term

(2024 –

2050)

Proactive

<2°C,

Reactive

2–3°C

and

Inactive

>3°C

Reduced

revenue and

higher costs

from impacts

on workforce,

such as

absenteeism.

Increased

capital

expenditure on

low-emission

cooling

technology

and spend on

pest control

due to warmer

winters.

Potential loss

of revenue

as goods are

impacted by

heat.

Potential impact:

15 sites of each subsidiary:

B&M UK, Heron Foods

and B&M France will likely

experience the most significant

rising mean temperatures in

the long term of the inactive

scenario. Labour productivity

could decrease by 2.2%

by 2030 (depending on

temperature rise). As a result,

projects may take longer to

complete presenting a risk

of increased labour costs.

Electrical technology is also less

efficient at higher temperatures

due to increased thermal

resistance, potentially resulting

in increased energy costs and

emissions. Furthermore, long

term exposure to heat can

cause building materials to

expand. B&M have increased

spend on pest control due

to warmer temperatures.

Insufficient temperature control

has resulted in stock losses

equalling approximately

£10,000 from rising mean

temperatures melting

confectionery FY25.

An AI enabled latest

generation BEMS

system is being

trialled to detect

chiller failures early,

preventing stock

loss, while balancing

heating, cooling, and

lighting for overall

efficiency. This has

been rolled out in

all new stores, with

retrofits for 100 stores

set for completion

mid-April 2025.

Air conditioning is

prioritised for new

locations.

Continue to

implement

low emission

technology that

improves the

resilience of the

Group to rising

temperatures

annually where

possible.

Related metrics

and targets:

Scope 1, 2 and 3

emissions.

1. For classification systems, see page 46.

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Table 5: Key opportunities identified and how B&M will capitalise on them.

Opportunity

area Description

Time horizon

(years)

Warming

scenario Financial impact

Description of opportunity

response Target

Resource

efficiency

Use of energy-

efficient

technology, more

efficient modes

of transport,

distribution

processes, and

increased use

of recycling.

Potential to move

to more efficient

buildings if

needed, and

reduced water

usage and

consumption.

Short –

Medium term

(2024-2032)

<2°C Reduction in

operating expenses

because of increased

efficiency. Increased

production capacity,

resulting in increased

revenues . Also, an

increase in the value

of fixed assets such

as highly rated

energy-efficient

buildings. Benefits

to workforce

management and

planning, such as

improved health

and safety, resulting

in lower costs (see

page 32 for our

energy efficiency

information).

B&M has initiated its net zero

journey by partnering with a third-

party specialist to set achievable

carbon targets aligned with the

BRC 2040 climate action roadmap.

B&M have already invested in low-

emission technology, which has a

short payback period (see page 32).

Reduced energy use may help B&M

mitigate exposure to volatile energy

markets. B&M have been rolling out

limpet readers in FY25 to provide

a better understanding of water

consumption, allowing for leak

detection and potential reductions

where possible. Therefore,

increasing energy and resource

efficiency can create reduced

operational spending or increased

production capacity, having positive

impacts on revenue.

Continue to

improve resource

efficiency for

technology

and water

consumption

annually, where

possible.

Related metrics

and targets:

Scope 1, 2 and 3

emissions.

Energy

source

Installation and

use of low-

emissions energy

technology and

shifts toward

decentralised

energy

generation.

Short –

Medium term

(2024-2032)

2-3°C Reduction in

operating expenses

and exposure to

future fossil fuel price

increases. Decreased

sensitivity to carbon

costs due to reduced

Greenhouse Gas

(GHG) emissions.

Returns on

investments in low-

emission technology

and increased capital

availability as an

increasing number

of investors favour

lower-emission

producers. Enhanced

reputation driving

higher demand for

goods and services

(See page X for our

energy efficiency

information).

The TCFD and the International

Energy Agency agree that a growing

proportion of energy generation

must come from low-emission

alternatives to reach carbon targets.

This provides an opportunity for

B&M to establish itself as a leader

in low-emission products, which

can also have reputational benefits.

Various financing schemes could

subsidise upfront costs, while

onsite generation would lower

energy expenses, cutting annual

operational spending. Additionally,

installing or using low-emission

energy sources can reduce direct

emissions, mitigating carbon price

risks. Carbon pricing is reviewed

annually with Inspired ESG. See

page 32 for B&M’s energy efficiency

progress.

Continue to

assess the

possibility of

increasing

renewable energy

sources for stores

annually (see

page 32 for our

energy efficiency

progress).

Related metrics

and targets:

Scope 1, 2 and 3

emissions.

Products

and

services

New low-

emissions

products and

service lines, the

ability to diversify

business

activities and

shift consumer

preferences.

Short –

Medium term

(2024-2032)

<2°C

2-3°C

Increased revenue

through demand

for low-emission

products and a

better competitive

position to reflect

shifting consumer

preferences.

Developing low-emission products

and services can strengthen

B&M’s competitive edge and tap

into evolving market preferences.

Consumer goods increasingly

emphasise carbon footprint in

marketing and labelling. This

presents an opportunity for B&M

to establish itself in new markets

and increase revenue through

low-emission products. In FY25,

B&M has increasingly sourced

climate and environmentally

friendly products such as bamboo

toothbrushes.

Monitor

competitor

and customer

preferences

annually to

assess the need

for low-emission

products.

Related metrics

and targets:

Scope 1, 2 and 3

emissions.

TCFD continued

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Financial StatementsCorporate GovernanceStrategic Report

Opportunity

area Description

Time horizon

(years)

Warming

scenario Financial impact

Description of opportunity

response Target

Markets New emerging

low-emission

markets.

Short –

Medium term

(2024-2032)

<2°C

2-3°C

Increased revenue

streams through

access to new and

emerging markets

and diversification of

financial assets, such

as green bonds.

Organisations developing low-

emission products and services

can diversify and strengthen their

position in a lower-carbon economy.

Capitalising on this would allow

B&M to increase revenue streams

and diversify assets, further

increasing resilience. New

opportunities can also be captured

through green investment in

low-emission technologies and

infrastructure. As B&M publishes

an annual TCFD report and discloses

its emissions and net zero reduction

strategies, there is a higher potential

to attract investment from green

finance.

Engage with

our third-party

consultancy

annually to

remain informed

on market

changes, such

as low-emission

technology

advancements.

Related metrics

and targets:

Scope 1, 2 and 3

emissions.

Resilience The business

is well-adapted

and positioned to

deal with climate

change.

Short –

Medium term

(2024-2032)

<2°C

2-3°C

Increased market

valuation through

resilience planning

and increased

ability to operate

under various

conditions. Increased

revenue through

new products and

services related to

ensuring resiliency.

Climate resilience refers to

organisations building adaptive

capacity to manage climate risks

and leverage opportunities,

addressing both transition and

physical risks. This is particularly

important for organisations with

long-lived assets, extensive supply/

distribution networks, or those

reliant on utility, infrastructure, or

natural resources, as well as those

needing long-term financing and

investment. B&M builds resilience

to climate-related risks through

the TCFD, and this presents further

opportunities to increase and

diversify market streams with

product alternatives.

Annually assess

the impact of

climate change

on the business

and implement

additional

mitigation

measures where

required.

Related metrics

and targets:

Scope 1, 2 and 3

emissions.

Reputation Increased

reputational

profile and

investment

opportunities

Short –

Medium term

(2024-2032)

<2°C

2-3°C

New revenue

streams and

increased market

share.

Complying with all policies and

standards, such as TCFD, and

ensuring the business strategy

considers climate change can have

reputational benefits. Increased

disclosure and communication of

climate reporting to stakeholders

can increase investment. This could

put B&M in a competitive position

relative to other companies in the

industry, allowing B&M to gain a

greater market share in a highly

competitive industry. In FY25, B&M

have complied with the TCFD and

have developed a comprehensive

ESG report, using Inspired ESG in the

development of these reports. This

allows for B&M to identify, assess

and manage climate-related risks

and opportunities, address the

Group’s governance structure, risk

management process and update

the Group’s strategy accordingly

and to monitor progress against any

metrics and targets set.

Annually produce

climate-related

disclosures

to ensure

stakeholders are

informed.

Related metrics

and targets:

Scope 1, 2 and 3

emissions.

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Risk management

The Group maintains a robust process for

the annual identification, evaluation, and

management of climate-related risks. A review

of the Group’s climate risk management

process is also conducted at least annually,

with any significant changes being approved

by the Board.

Step 1: Identification of risks

The Group integrates the identification of

climate-related risks and opportunities into our

bottom-up risk management approach, with

the possibility of integrating climate change

into our Group risk register being reviewed

in FY26. Inspired ESG used the climate data

provided to identify new and emerging

climate-related risks and opportunities for the

Group in FY25; this climate scenario analysis

was conducted in January and February 2025.

In collaboration with Inspired ESG, we held

a climate risk workshop in February 2025 to

assess the likelihood and impact of climate-

related risks creating challenges for future

business operations, strategy, or planning.

The workshop covered two risk categories;

transition risks (risks associated with a shift to

a low-carbon economy), which were identified

at the Group level, and physical risks (risks

relating to the physical impacts of climate

change), identified at a site level. The identified

risks followed the transitional themes of policy

and legal, market, technology, and reputation,

and physical themes of acute (event-driven)

and chronic (longer-term shifts in the Earth’s

atmosphere and processes). The potential

impact of emerging and existing regulations

were considered under transition risks. We

identified a total of 19 climate-related risks

and six opportunities. The climate scenario

analysis will be completed annually. In FY25,

we also analysed the impact of climate change

on key product categories, such as clothes,

confectionery and soft drinks.

Step 2: Evaluation of risks

Each identified climate-related risk was

evaluated based on its likelihood (the

probability of the event occurring) and

impact (the effect should it occur). The impact

of risks was assessed based on direct or

indirect impacts, intended or unintended

consequences, and actual and potential

developments. Existing mitigation measures

were considered when evaluating risks (net

risk). Climate risk management workshop

attendees assessed the identified risks across

distinct global warming scenarios and three

timeframes (see tables 2 and 3 for more

information).

Figure 1 shows our risk matrix. We set a

materiality threshold for risks labelled with either

an “A” or “B,” which indicated that the risk was

significant to the Group and, therefore, material.

A risk classified as “A” represents an immediate

risk, and a risk management plan is required.

Alternatively, a “B” risk classification indicates

that action and contingency plans should be

considered. The financial impact of each risk is

mainly considered using qualitative information,

however, where available, quantitative data is

used. The Group is currently evaluating how

best to undertake further quantitative analysis

going forward. After selecting the ratings for

the climate risks, “A” risks are prioritised initially,

with “B” risks receiving attention subsequently.

Risks deemed not material (C and D) will also be

reevaluated in FY26. One material risk and six

material opportunities were identified (tables

4 and 5). The climate risk register was signed

off by the sustainability manager, head of

financial performance, and the director of health

and safety. The Group CFO also reviewed the

Group’s material risks.

Step 3: Management of risks

We drive engagement and management of

climate-related risks through the collaboration

of relevant stakeholders and internal teams

in our bottom-up approach. Through

this approach, we ensure that climate

considerations are integrated at every level of

the Group and within all departments. Exco

and the sustainability manager are responsible

for identifying, assessing, monitoring and

managing identified climate-related risks,

including guiding progress against goals and

targets on climate-related matters. However,

heads of departments across the business are

regularly engaged, particularly when ensuring

mitigations are effective and appropriate. This

includes annually reviewing the effectiveness

and appropriateness of existing mitigation

measures for each climate risk. See page 32

for the Group’s energy efficiency progress,

which will support in mitigating the risks in

table 4.

B&M has a climate risk register which is

managed by Exco and the sustainability

manager and annually updated. However,

this has not yet been integrated into B&M’s

business risk register. Instead, the Group

has assessed corporate risks through a

climate-focused lens. The Group will review

the possibility of incorporating its climate risk

The Audit and Risk Committee conduct

annual reviews of principal risks to business

operations. Based on the analysis conducted in

FY25, climate change is not currently classified

as a principal risk, as it is not expected to have

a significant impact on business planning,

strategy or operations in the short term. In

March 2025, the Audit and Risk Committee

deemed climate change to be an emerging

risk. This decision was made following the

climate risk workshops as one climate-

related risk was deemed material in FY25,

recognising that climate change may pose

financial impacts in the future but does not

currently significantly impact the Group. This

classification will be reviewed annually and

emerging risks will be continually monitored.

TCFD continued

Figure 1: The Group risk assessment scoring matrix

C B A

D C B

D D C

HighLow

Impact

Likelihood

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Financial StatementsCorporate GovernanceStrategic Report

Metrics & targets

As we progress toward a sustainable future,

decarbonising our operations remains central

to our strategy. Achieving net zero emissions

is a fundamental shift in how we operate,

create value, and contribute to a more resilient

global economy. This transformation is

crucial for the long-term sustainability of our

business, mitigating climate-related risks, and

positioning ourselves as a leader in the low-

carbon transition.

Aligned with the BRC’s Climate Action

Roadmap, we remain committed to achieving

net zero scope 1, 2, and 3 emissions by

2040 from an FY21 baseline. This target is

reliant on substantial decarbonisation across

our operations and supply chain, which

entails reducing absolute greenhouse gas

(GHG) emissions by 90% and neutralising

a maximum of 10% residual emissions

through verified offset projects. Our pathway

includes a 25% absolute reduction in scope

1 and scope 2 (location-based) emissions by

2030, validated by the Science Based Targets

initiative (SBTi). While we initially aligned with

the well-below-2°C scenario, the SBTi’s shift to

a 1.5°C trajectory in 2022 means we will adjust

our targets accordingly by 2027. Additionally,

we aim to engage 67% of suppliers (by spend)

in setting science-based targets by 2027. Our

scope 1 and 2 target differs from our overall

net zero target as reducing scope 3 emissions

associated with our value chain is beyond our

operational control.

To meet these targets, we are implementing

transformative changes across our operations

and value chain. Progress is tracked through

key performance indicators (KPIs), allowing

us to refine our strategy as needed. In FY25,

we prioritised scope 1 and 2 (location-based)

reductions through energy efficiency and

technological improvements while intensifying

efforts to address scope 3 emissions. Supplier

collaboration remains crucial, particularly with

those contributing the largest share of our

carbon footprint. Our targets directly mitigate

the risk outlined in table 4, with corresponding

strategies embedded in our metrics and

targets framework.

Table 6: Group FY25 emissions, reduction performance and targets

Emissions scope

Gross emissions (tCO

Reduction target Progress to meet target

FY25 FY24* FY21*

Percentage

change from

FY21 (baseline)

(+/-)

Scope 1 58,756 56,923

(56,861)

49,210 +19.4%

25% absolute reduction

in Scope 1 and Scope 2

(location-based) emissions

by 2030 (from FY21 baseline),

validated by SBTi.

Scope 1 and 2 (location-

based) emissions increased

by 2.1% since FY21. An

average annual reduction of

4.9% is required to meet the

target.

Related climate risk:

Rising mean temperatures.

Scope 2

(location-based)

44,652 43,417

(43,123)

52,125

(52,124)

-14.3%

Scope 3 1,955,763 1,659,321

(1,259,295)

1,836,901

(1,598,050)

+6.5%

Engage 67% of suppliers

(by spend) in setting

science-based targets

by 2027.

Identified 60 additional

suppliers to be engaged with

in Q1 FY26. We have already

engaged with 100 suppliers

(61% of spend).

Related climate risk:

Rising mean temperatures.

Total all scopes

(location-based)

2,059,172 1,759,662

(1,359,378)

1,938,235

(1,699,684)

+6.2%

Net zero 90% absolute

reduction in scope 1,

scope 2 (location-based)

and scope 3 by 2040

(from FY21 baseline).

Scope 1, scope 2 (location-

based), and scope 3

emissions increased by

6.2% since FY21.

An average annual reduction

of 6.0% is required to meet

this target.

Related climate risk:

Rising mean temperatures.

* All historical scope 3 figures have been updated due to the Department for Environment, Food and Rural Affairs (DEFRA) revision of historical emission factors.

Historically reported figures are indicated with parenthesis.

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Tracking our emissions

Understanding and managing our

environmental impact is a key priority, and

we measure our climate footprint using

metrics such as total GHG emissions, energy

consumption, and transport efficiency. Our

baseline year for emissions reduction is set

at FY21, providing a reference point to track

progress against our targets. To ensure

accuracy and transparency in our reporting, we

collaborate with Inspired ESG, who calculate

our emissions footprint. No formal assurance

has been provided on these calculations.

Greenhouse gas emissions

Our emissions are categorised into three

scopes as defined by the GHG protocol. Scope

1 covers direct emissions from our operations,

including natural gas consumption, fleet fuel

use, and refrigerants. Scope 2 consists of

indirect emissions from purchased electricity

used across our facilities. Scope 3 encompasses

all other indirect emissions, including those

from our supply chain, transportation, and the

lifecycle of our products.

In FY25, scope 1 emissions for B&M increased

by 3.2% compared to FY24, rising from

56,923 tCO

e to 58,756 tCO

e (table 6). This

was primarily driven by a 15.9% increase in

transport-related emissions across the Group,

most of which came from B&M UK and

B&M France.

At the subsidiary level, B&M UK’s scope 1

emissions increased by 4.4%, largely due to

a 20.7% rise in transport emissions following

an increase in the volume of products shipped

and sold, while emissions from natural gas

declined by 28.3% following the removal of

gas supplies from 130 sites as part of the net

zero journey. Refrigerant-related emissions

also decreased by 10.6%, due to improved

leak detection and maintenance practices.

These reductions were supported by ongoing

energy efficiency initiatives, such as LED

lighting upgrades, energy-efficient building

modifications, and a continued shift towards

a younger, more efficient heavy goods vehicle

(HGV) fleet. Heron Foods reduced its scope

1 emissions by 3.5%, driven by operational

efficiencies. In contrast, B&M France recorded a

10.2% increase in Scope 1 emissions, attributed

to higher transport activity in line with

expanding operations in the region.

Scope 2 (location-based) emissions for the

Group increased by 2.8%, from 43,417 tCO

e in

FY24 to 44,652 tCO

e in FY25 (table 6). This was

primarily driven by B&M UK, where scope 2

(location-based) emissions increased by 2.3%,

and a temporary rise in electricity use related

to the rollout of building energy management

systems (BEMS) and heating, ventilation, and

air conditioning (HVAC) monitoring technology.

These systems are expected to improve

efficiency in the longer term by enabling

real-time energy optimisation.

Recognising that scope 3 accounts for the

largest share of our carbon footprint, we

conducted a comprehensive review to assess

the applicability of the 15 GHG protocol

categories to our business. This assessment

identified 11 of the 15 relevant categories. The

categories that were not relevant were 8, 9, 10

and 14. Category 8 (upstream leased assets)

is excluded as the Group does not have any

leased assets that were not included in scope 1

and 2. Category 9 (downstream transportation

and distribution) is excluded as all postage

is paid for by B&M. No products sold by the

Group are in their final stage of production,

excluding category 10 (processing of sold

products), and the Group has no franchises

(category 14). We are actively working with

suppliers to enhance data accuracy and

implement targeted initiatives to reduce

emissions, particularly in high-impact areas.

Emissions performance

The Group’s total greenhouse gas emissions

for FY25 amounted to 2,059,172 tCO

e. Our

carbon balance sheet indicates that scope

1 and scope 2 (location-based) emissions

accounted for 5.0% of our total emissions, with

scope 3 representing the remaining 95.0%.

Compared to our FY21 baseline, scope 1 and 2

(location-based) emissions increased by 2.1%.

Although our total emissions have increased

from the baseline year by 6.2%, the Group

aims to meet its interim targets, as our new

energy efficiency actions, such as BEMS, are

expected to rapidly improve leak detection and

contribute to a steady decline in emissions over

the next few years. For more information on

our energy efficiency projects, please see the

“energy efficiency narrative” (page 32).

From FY24 to FY25, our scope 3 emissions

increased, reflecting a combination of

operational growth and changes in supplier

spend. The most significant increases were

observed in product procurement and

distribution categories. Emissions from

purchased goods and services (category 1),

specifically for resold products, increased

due to higher stock purchasing across the

Group, from £2.3 billion to £2.5 billion in B&M

UK and from €242 million to €269 million in

B&M France. Increased emissions were also

recorded under capital goods (category 2)

and upstream transportation and distribution

(category 4), driven by higher capital

investment at Heron Foods and increased

reported emissions from major logistics

partners.

In contrast, we experienced reductions in other

scope 3 categories. Business travel (category

6) emissions decreased due to reduced air

travel and low fleet mileage in B&M UK. For

employee commuting (category 7), we applied

updated national commuting distance data,

replacing our internal survey due to limited

participation, ensuring more representative

and consistent assumptions year to year.

Emissions from downstream leased assets

(category 13) also declined, reflecting the

vacating of six sublet sites during FY25.

Approximately 67.3% of our GHG emissions

came from Purchased Goods and Services

(Category 1), prompting us to take targeted

action. As part of our commitment to reducing

emissions in this category, we aim to work with

67% of our suppliers (by spend) to set science-

based targets by 2027. This collaboration

will help our suppliers implement more

sustainable practices, reducing the carbon

footprint of the products and services we

purchase. By engaging suppliers in emissions

reductions and refining our reporting, we aim

to identify additional opportunities for reducing

emissions across our value chain, ensuring

continuous progress toward our sustainability

goals.

TCFD continued

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Financial StatementsCorporate GovernanceStrategic Report

Table 7: The Group’s FY25 carbon balance sheet, B&M UK, B&M France and Heron Foods

Emissions scope and scope 3 category Gross emissions (tCO

e)*

Percentage of total

emissions (Group)**

Group B&M UK B&M France Heron Foods

Scope 1 59,481 48,605 1,110 9,766 2.9%

Natural gas 9,151 9,100 51 0 0.4%

Transportation (excluding grey fleet) 45,556 35,691 824 9,041 2.2%

Other fuels & refrigerants 4,775 3,814 235 725 0.2%

Scope 2 (location-based) 44,652 31,789 2,534 10,329 2.2%

Scope 3 1,955,763 1,525,901 197,221 232,641 95.0%

1. Purchased goods and services 1,384,912 1,015,886 162,656 206,371 67.3%

1a. Resold products 1,355,129 1,000,157 149,684 205,288 –

1b. Goods and services 29,783 15,729 12,972 1,082 –

2. Capital goods 40,393 32,671 4,021 3,701 1.9%

3. Fuel and energy-related emissions 27,127 20,688 1,012 5,428 1.3%

4. Upstream transportation and distribution 95,065 64,276 21,458 9,331 4.6%

5. Waste generated in operations 844 388 414 42 0.1%

6. Business travel 514 240 203 72 0.1%

7. Employee commuting 63,755 54,417 1,642 7,697 3.1%

8. Use of sold products 332,778 327,718 5,060 0 16.2%

9. End-of-life treatment of sold products 6,960 6,205 755 0 0.3%

10. Downstream leased assets 1,815 1,815 – – 0.1%

11. Investments 1,598 1,598 – – 0.1%

Total all scopes (location-based) 2,059,172 1,606,295 200,865 252,011 100.00%

All scopes tCO

e per £m turnover of division 369.62 358.31 370.60 461.56 –

* Emissions data has been rounded to the nearest whole number.

** Numbers have been rounded to 1 decimal place.

Streamlined Energy and Carbon Reporting (“SECR”)

In this section, we provide an overview of FY25 and FY24 energy consumption, emissions, energy efficiency measures, and overall energy

performance in alignment with SECR guidelines. We outline key metrics in accordance with the Companies (Directors’ Report) and Limited Liability

Partnerships (Energy and Carbon Report) Regulations 2018. For more detailed energy efficiency measures, refer to page 32 of this report.

B&M European Value Retail S.A.

Annual Report and Accounts 2025

TCFD continued

Table 8: B&M UK, B&M France, and Heron Foods total energy consumption (kWh) SECR (Scope 1, scope 2 (location-based) and

scope 3 grey fleet)

B&M UK**

FY25 consumption kWh FY24 consumption kWh*

Utility and scope Total (UK) Total (UK)

Scope 1 Total

199,481,054 193,141,957

(193,268,392)

Natural gas and other fuels (scope 1) 49,755,217 69,388,545

Transportation (scope 1) 149,725,837 123,753,412

(123,897,847)

Scope 2 total 153,533,302 150,059,130

(150,057,845)

Grid-supplied electricity (scope 2) 153,516,540 150,057,845

Transportation (scope 2) 16,762 1,285

(0)

Scope 3 total 311,541

347,508

Transportation (scope 3) 311,541

347,508

Total 353,325,897

343,548,595

(343,675,030)

B&M France**

FY25 consumption kWh FY24 consumption kWh*

Utility and scope Total (France) Total (France)

Scope 1 Total 3,730,733 3,254,572

Natural gas and other fuels (scope 1) 278,823 214,073

Transportation (scope 1) 3,451,910 3,040,499

Scope 2 total 35,916,126 34,993,880

(28,464,542)

Grid-supplied electricity (scope 2) 35,916,126 34,993,880

(28,464,542)

Transportation (scope 2) 0 0

Scope 3 total 279,398 384,594

Transportation (scope 3) 279,398 384,594

Total 39,926,257 38,633,046

(32,103,708)

Heron Foods**

FY25 consumption kWh FY24 consumption kWh*

Utility and scope Total (UK) Total (UK)

Scope 1 Total 34,849,650 35,095,461

(34,699,232)

Natural gas and other fuels (scope 1) 0 0

Transportation (scope 1) 34,849,650 35,095,461

(34,699,232)

Scope 2 total 49,888,367 51,994,031

Grid-supplied electricity (scope 2) 49,857,413 51,994,031

Transportation (scope 2) 30,953 0

Scope 3 total 174,381 555,651

Transportation (scope 3) 174,381 555,651

Total 84,912,398 87,645,14 3

(87,219,005)

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Financial StatementsCorporate GovernanceStrategic Report

Table 8 continued: B&M UK, B&M France, and Heron Foods total energy consumption (kWh) SECR (Scope 1, scope 2 (location-

based) and scope 3 grey fleet)

Group**

FY25 consumption kWh FY24 consumption kWh*

Utility and scope Total (UK)

Total (Global

inc. UK) Total (UK)

Total (Global

inc. UK)

Scope 1 Total 234,330,703 238,061,436 228,237,418

(227,955,7 15 )

231,491,990

(231,210,287)

Natural gas and other fuels (scope 1) 49,755,217 50,034,039 69,388,545 69,602,618

Transportation (scope 1) 184,575,487 188,027,397 158,848,873

(158,567,170)

161,889,372

(161,607,669)

Scope 2 total 203,421,669 239,337,795 202,053,161

(202,051,876)

237,047,041

(230,516,418)

Grid-supplied electricity (scope 2) 203,373,954 239,290,079 202,051,876 237,045,756

(230,516,418

Transportation (scope 2) 47,715 47,715 1,285 1,285

Scope 3 total 485,922 765,320 903,159 1,287,753

Transportation (scope 3) 485,922 765,320 903,159 1,287,753

Total 438,238,295 478,164,551 431,193,738

(430,910,750)

469,826,784

(463,014,458)

* FY24 figures have been restated to update historical data to ensure accurate reporting. Figures reported in FY24 disclosures are indicated by parentheses.

** Emissions data has been rounded to 1 decimal place.

Table 9: B&M UK, B&M France and Heron Foods total location-based SECR emissions (tCO

e) scope 1, scope 2 (location-based)

and scope 3 grey fleet)

B&M UK*

FY25 emissions tCO

e FY24 emissions tCO

e**

Utility and scope Total (UK) Total (UK)

Scope 1 total 48,605 46,543

(46,575)

Natural gas and other fuels (scope 1) 9,100 12,693

Refrigerants (scope 1) 3,814 4,268

Transportation (scope 1) 35,691 29,582

(29,614)

Scope 2 total 31,789 31,073

Grid-supplied electricity (scope 2) 31,786 31,073

Transportation (scope 2) 4 0

Scope 3 total 69 78

Transportation (scope 3) 69 78

Total 80,464 77,695

(77,726)

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Table 9 continued: B&M UK, B&M France and Heron Foods total location-based SECR emissions (tCO

e) scope 1, scope 2

(location-based) and scope 3 grey fleet)

B&M France*

FY25 emissions tCO

e FY24 emissions tCO

e**

Utility and scope Total (France) Total (France)

Scope 1 total 1,110 1,008

Natural gas and other fuels (scope 1) 51 39

Refrigerants (scope 1) 235 242

Transportation (scope 1) 824 727

Scope 2 total 2,534 1,577

(1,283)

Grid-supplied electricity (scope 2) 2,534 1,577

(1,283)

Transportation (scope 2) 0 0

Scope 3 total 63 87

Transportation (scope 3) 63 87

Total 3,707 2,672

(2,377)

Heron Foods*

FY25 consumption tCO

e FY24 consumption tCO

Utility and scope Total (UK) Total (UK)

Scope 1 total 9,041 9,373

(9,278)

Natural gas and other fuels (scope 1) 0 0

Refrigerants (scope 1) 725 989

Transportation (scope 1) 8,316 8,383

(8,289)

Scope 2 total 10,329 10,767

Grid-supplied electricity (scope 2) 10,323 10,767

Transportation (scope 2) 6 0

Scope 3 total 39 125

Transportation (scope 3) 39 125

Total 19,409 20,264

(20,170)

Group*

FY25 emissions tCO

e FY24 emissions tCO

e**

Utility and Scope

Total (UK)

Total (Global

inc. UK) Total (UK)

Total (Global

inc. UK)

Scope 1 total

57,646

58,756 55,916

(55,853)

56,923

(56,861)

Natural gas and other fuels (scope 1)

9,100

9,151 12,693

(17,950)***

12,732

(18,232)***

Refrigerants (scope 1)

4,540

4,775 5,257 5,499

Transportation (scope 1)

44,006

44,831 37,965

(37,902)

38,692

(38,629)

Scope 2 total

42,119

44,652 41,840 43,417

(43,123)

TCFD continued

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Financial StatementsCorporate GovernanceStrategic Report

We remain focused on decarbonising every aspect of our operations

and supply chain. Regular updates will keep our stakeholders informed

of our progress, and we are committed to transparency as we drive

toward a sustainable future.

Grid-supplied electricity (scope 2)

42,109

44,643 41,840 43,417

(43,123)

Transportation (scope 2)

10 0.3 0.3

Scope 3 total

108

171 203 290

Transportation (scope 3)

108

171 203 290

Total

99,873

103,580 97,959

(97,896)

100,630

(100,273)

* Emissions have been rounded to the nearest whole number.

** FY24 figures have been restated to update historical data to ensure accurate reporting. Figures reported in FY24 disclosures are indicated by parentheses.

*** This number is inclusive of refrigerants which has been spilt out in FY25.

Table 10: FY25 SECR location-based intensity metrics for B&M UK, B&M France and Heron Foods

FY25 FY24* % Change*

B&M UK

B&M

France

Heron

Foods Group B&M UK

B&M

France

Heron

Foods Group Group

Revenue (£m) 4,483 542 546 5,571 4,410 514 560 5,484 +1.6%

Total emissions 80,464 3,707 19,409 103,580 7 7,695 2,672 20,264 100,630 +2.8%

Intensity metric (tCO

e per £m revenue) 17.95 6.84 35.55 18.59 17.62 5.20 36.19 18.35 +1.2%

* FY24 figures have been restated to update historical data to ensure accurate reporting.

Reducing our emissions

Managing both transitional and physical

climate risks remains a priority as we

expand, particularly through store growth.

We understand that reducing our emissions

is the best way to manage climate-related

risks. Therefore, we are committed to an

average annual reduction of 4.9% in scope

1 and scope 2 (location-based) emissions,

ensuring alignment with our long-term net zero

commitment.

Energy efficiency narrative

In FY25, we undertook significant energy

efficiency initiatives, including the installation

of LED lighting, energy-efficient building

modifications, and the removal of gas

supplies from appropriate sites, contributing

to measurable emission reductions. We are

leveraging Energy AI within our BEMS systems

to analyse energy consumption and automate

efficiency improvements.

We are also exploring emerging technologies

to reduce refrigerant emissions and advancing

the electrification of our fleet. B&M have

continued to increase the efficiency of its HGV

fleet, with all vehicles now being less than

three years old and transitioning away from

specific HGV models. B&M use the Paragon

transport software system to optimise fleet

routes, reducing the distance and number

of trips between stores and distribution

centres. Further, we have intensified supplier

engagement to collect emissions data and

identify reduction opportunities in high-impact

areas such as purchased goods and services.

We also actively engage with our drivers

to train them on driving efficiencies, further

reducing energy consumption.

Water management initiatives

In FY25, the Group began rolling out limpet

readers across its UK operations to improve

understanding of water consumption. A total of

435 limpet readers were successfully installed

during the year, with plans to expand the

implementation in FY26. This initiative aims to

provide more accurate and real-time data on

water usage, supporting the Group’s ongoing

efforts to improve sustainability. During the

year, the readers identified 18 sites with excess

consumption, preventing potential waste of

16,709m³ annually, equating to £75,600 in cost

avoidance. Once sufficient data is collected

from these devices, B&M will assess the

feasibility of setting water reduction targets

in FY26, further driving its commitment to

environmental responsibility.

Emissions calculation methodology

Our methodology follows the GHG Protocol,

ensuring accuracy and compliance with

UK SECR requirements. We have reported

emissions across all scopes using the latest

emission factors and engaged with Inspired

ESG, as we have in the previous year. Our

reporting boundaries follow the operational

control approach, covering B&M UK, Heron

Foods, and B&M France, where we maintain

full operational oversight.

Scope 3 emissions were calculated in

accordance with the GHG Protocol Corporate

Value Chain (scope 3) Accounting and

Reporting Standard, using spend-based,

activity-based, hybrid, and average-data

approaches depending on category and data

availability.

We remain focused on decarbonising every

aspect of our operations and supply chain.

Regular updates will keep our stakeholders

informed of our progress, and we are

committed to transparency as we drive toward

a sustainable future.

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Stakeholders and Section 172 Statement

Our stakeholders’

interests

The Company is a Luxembourg registered

company and is not subject to the Companies

Act 2006 or to the Companies (Miscellaneous

Reporting) Regulations 2018 (together, the

“Regulations”). It is however subject to the

UK Corporate Governance Code 2018 (the

“Code”). The Board considers the Regulations

to be reflective of best practice. Accordingly,

it has followed that practice where practical,

while maintaining its status as a Luxembourg

registered company.

Stakeholders

Achieving our vision and fulfilling our purpose

(as set out opposite) means that evaluating and

considering the interests of our stakeholders

in our decision making are key to the Group’s

success. The Group’s key stakeholders include

its customers, shareholders, employees,

suppliers, and the environment and communities

supporting our business and stores.

The Board uses a number of mechanisms

through which it is able to determine and

appraise the interests of stakeholders to inform

discussion by the Board and its decision

making. This includes a range of activities from

regular management reports through to other

forms of direct engagement by members of

the Board.

We describe on the following pages how

we have engaged with the particular key

stakeholder groups and considered their

interests in the last year. We have also provided

further details of our engagement with

colleagues in the colleagues section of our

corporate social responsibility report on

page 30.

This report describes how the Directors have had regard to

sections 172(1) (a) to (f) of the Companies Act 2006 in relation

to their decision making.

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Financial StatementsCorporate GovernanceStrategic Report

Customers

Why we

engage

We engage with our customers across multiple touchpoints – including surveys, dedicated customer research, and through ongoing

conversations on our social channels. This continuous feedback loop has been invaluable in helping us better understand their needs,

behaviours, and expectations. It ensures we stay aligned with what truly matters to them and helps us shape our offer to deliver more of

what they want.

Providing great value to our customers is our core purpose as a business. We monitor and respond to our customers preferences and needs

to ensure we maintain a compelling product offering and price proposition at our stores.

How we

engage,

measure

and monitor

Holding in-store promotional themed events to measure customer response and reaction to extra value propositions in different

product areas.

Social media engagement.

Examples

of actions

in FY25

The Board reviews LFL sales data every month in the Group’s management account reports. This is analysed across each business fascia,

the Grocery and General Merchandise product split and for each main product line within those categories.

The company took decisive action in driving its store availability and standards, to improve customer experience and to encourage repeat

visits (whilst also ensuring that shareholder’s cash is not tied up in excess stock). The Company expanded ranges to meet customer demand

in previously unexplored categories, such as baby.

Examples

of outcomes

in FY25

B&M’s social media following has increased on the following platforms in the following percentages year on year:

Facebook 3.5%; Instagram 2.6%; Tiktok 18.1%

Links

and more

information

See the Financial review on page 16.

Colleagues

Why we

engage

Our business is successful by and through the work of all of our colleagues, in stores, warehouses, transport and central support centres.

How we

engage,

measure

and monitor

Regular engagement programmes including colleague listening groups, new store and distribution centre colleague surveys and bi-annual

business updates from management.

Our largest ever colleague survey for retail, distribution and central support colleagues in the UK and in France.

Twice yearly updates to the Board on colleague engagement supported by Paula Mackenzie, the Board’s designated director for

workforce engagement.

Reward strong business performance through payment of discretionary bonuses to store, distribution and support centre managers.

Examples

of actions

in FY25

The business increased the intensity and frequency of listening groups across its Retail, Supply Chain and Support Centre colleague base and

strengthened mechanisms that encouraged colleague feedback.

Listening groups were frequently attended by members of the Executive Committee and Paula Mackenzie as designated director for

workforce engagement.

B&M UK completed its largest ever colleague survey, with over 30,000 colleagues invited to participate. The survey invited colleagues to

answer key questions: (i) I am proud to work hard for our customers (ii) I am proud to contribute to B&M’s success (iii) At B&M, we have high

retail standards (iv) At B&M, we work fast, as a team, to solve problems (v) I am well supported by my team (vi) I would recommend B&M as a

good place to work. The results of the survey were as follows:

• 91% of colleagues shared they were proud to work hard for our customers;

• 84% of colleagues were proud to contribute to B&M’s success;

• 77% of colleagues recognised that B&M has high retail standards;

• 74% of colleagues felt they worked fast, as a team, to solve problems;

• 72% of colleagues felt well supported by their team; and

• 57% of colleagues recommended B&M as a good place to work. One of the key concerns shared by retail colleagues concerned safety

in stores from incidents of aggressive shoplifting.

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Communities

Why we

engage

The relationships we have with the communities where we operate our stores and distribution centres are key to the sustainable development and

growth of our business. We want to serve customers locally with what they want and at great value. We also want to support the communities where

we operate by providing jobs and career opportunities locally.

How we

engage,

measure

and monitor

Evaluating real estate opportunities for opening new stores in catchments where we are either under-represented or not represented at all.

This provides jobs and access to our value-led proposition to more communities every time we open new stores.

Providing support for the community at local and national levels where we can contribute to society more generally. Each time we open a new store in

the UK we try to find a local charity to perform the ribbon-cutting ceremony to promote the good work they do in the community and generate some

publicity with the local media. We actively encourage our store managers to maintain those relationships in the future and give continued support.

Stakeholders and Section 172 Statement continued

Colleagues continued

Examples

of actions

in FY25

continued

We sent out another B&M France colleague survey in the year, broadening the number of respondents across the business. This will continue

into FY26.

Our development programmes continued to offer pathways for career progression for colleagues looking to apply for Retail Management,

Distribution Centre Manager and first time manager roles in our Support Centre.

Targets set to increase ethnic diversity in senior management to 10% by 2027. To maintain target of female representation at Board and senior

management level of at least 40%.

In FY25, we revitalised our new store recruitment approach by engaging directly with local communities. We hosted face-to-face events

in 45 locations to promote the benefits of working at B&M and potential career development opportunities. These events drew in 3,884

attendees, and 3,800 participated in interviews on the day. As a result, 1,933 individuals were successfully hired into roles within our new

store operations.

FY25 marked the launch of our newly designed internal training initiative:

The Pathway Programme

. This programme was structured across

three development stages:

• Pathway to Department Manager which targets future Junior Managers offering training events focused on operational excellence and

personal development.

• Pathway to Retail Leaders aimed at current and aspiring Deputy and Store Managers, which includes three face-to-face training sessions

over three months. The curriculum covered operational, technical, and personal development topics, alongside training in equality,

diversity, and inclusion.

• Pathway to Area Manager supports internal candidates aspiring to become Area Managers offering participants structured development

and training.

Overall, 974 colleagues successfully completed one of the Pathway programmes, further strengthening our leadership pipeline and

commitment to colleague growth.

Examples

of outcomes

in FY25

Work was undertaken to ensure the survey operated on an anonymous basis, to ensure colleagues felt comfortable to voice their opinions.

Over half of B&M UK colleagues engaged in our employee survey. We adopted a more streamlined procedure and survey methodology to

enable a more data driven analysis of employee feedback and will carry this approach into FY26.

In response to safety concerns expressed by retail colleagues in our stores, B&M has increased security guarding in all high risk stores,

partnered with local police and engaged sophisticated third party security service providers to strengthen safety in our stores increase

enforcement against aggressive shoplifters.

974 colleagues participated in our development Pathway programmes, designed to help colleagues progress to department managers,

deputy managers and store managers.

Discretionary Golden Quarter bonus awarded to high-performing leaders in stores. Discretionary bonuses awarded to high-performing

colleagues in distribution and support centre roles.

At the end of the financial year, female representation at senior manager level was 36%.

As at the end of FY25, ethnic diversity in senior management was 1.52%.

Links

and more

information

See the Colleagues section in the Corporate social responsibility report on pages 33 to 35.

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Financial StatementsCorporate GovernanceStrategic Report

Communities continued

Examples

of actions

in FY25

The Board continued to support the new store openings programme of its B&M and Heron Foods businesses in the UK. That also includes the

relocation of stores in existing areas where better real estate opportunities exist, and capital and maintenance expenditure on stores ear-

marked for refurbishment within the existing estate.

The opening of new stores and relocations of stores (often to larger premises) create new jobs and promotion opportunities at those stores

and also in our distribution centres, while our business continues to grow.

The addition of new Homebase and Wilko stores means the store pipeline for the next two years remains strong and the long-term potential

is now not less than 1,200 stores. Importantly, the new stores are performing very well.

In FY25, for every new store we opened B&M donated £250 to a local charity and invited them as the VIP to open the new store.

In collaboration with the Department for Work and Pensions, we launched a four-week work experience programme aimed at providing

jobseekers with first-hand exposure to the retail sector. Those successfully placed were paired with an experienced B&M colleague who

acted as their buddy throughout the programme.

During the four weeks, participants received tailored training, development, and the opportunity to build transferable skills to support their

ongoing job search. Upon completion, every participant was guaranteed an interview with B&M. Where vacancies existed at their placement

store, candidates were considered for either permanent or temporary roles. If no immediate vacancy was available, but the individual

showed promise, they were talent banked, with local stores retaining their details for future opportunities. Participants not suited to retail were

awarded a certificate of completion and offered a reference upon request.

In FY25, 2,600 individuals completed the programme, with 70% (1,820 people) subsequently offered employment with us on either a

permanent or temporary basis.

Additionally, we partnered with the Department for Communities (DFC) in Northern Ireland to support their JobStart initiative. This

government-funded programme aims to help young people aged 16–24 into employment. B&M was granted 200 JobStart placements,

offering structured six and nine month work placements.

B&M UK also created a national work experience programme in partnership with the Department for Work and Pensions and Department

for Communities in Northern Ireland. These programmes have helped the long term unemployed get back to work, providing valuable work

experience in a retail environment, with supportive mentors, and a guaranteed interview at the end of the placement. Over 2,600 colleagues

completed the 4-week programme and 1,820 were offered perm/temp employment.

In FY25, Heron Foods colleagues visited schools to provide mentoring, apprenticeship services and advice, as well as attending careers events.

Heron Foods also participated in the “Too Good To Go” scheme, which allows local communities to buy discounted food from shops which

would otherwise go to waste.

In July 2025, we proudly signed the Armed Forces Covenant and committed to the following:

Guaranteed Interviews for Ex-Service Personnel: We created a dedicated web link to ensure ex-military applicants could apply with ease and

be guaranteed an interview for roles at B&M.

Support for Military Spouses and Partners: For spouses and partners of serving personnel employed at B&M, we committed to offering

continued employment in another location should they need to relocate due to military requirements – even if the role differs from their

original post.

Engagement with the Cadet Community: We reached out to Reserve Centres to deliver employability programmes designed to help cadets

consider careers in retail or supply chain, should they choose not to pursue a military path.

In recognition of Remembrance Weekend 2025, on 7th November we invited all serving personnel to visit our stores and, upon presenting a

MOD90 card, received a special discount as a thank-you gesture.

Since signing the Armed Forces Covenant, we have been awarded the Bronze Award for our support of the Armed Forces.

In FY25, B&M UK, B&M France and Heron Foods continued to support multiple charities. For example, B&M chose to continue to support

Cash for Kids. There is also now an option for colleagues to donate cashback to Fashion and Textile Children’s Trust.

Heron Foods have celebrated their top 10 fundraising stores for Cash for Kids. Certificates are proudly displayed framed in each store.

Heron Foods also held a summer of giving incentive, where every store that raised more than £300 over the summer, provided their

Area Manager with a ticket into a prize draw.

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Stakeholders and Section 172 Statement continued

Suppliers

Why we

engage

We regard our suppliers as key business partners. Many of them have worked with us for a number of years. We like to build long term

relationships with suppliers to support our business. Our continued growth gives our suppliers the potential to grow with us, which also

further strengthens those relationships.

How we

engage,

measure

and monitor

There is regular engagement with the Group’s suppliers led by the Group’s Trading Director, Grocery Controller, senior members of the

Group’s buying and merchandising teams and our Hong Kong based sourcing agents. This includes a range of supplier visits, meetings and

presentations, factory visits and trade fair meetings in China, the UK, the US, and the EU with both existing and new suppliers.

Examples

of actions

in FY25

There has been a continuous rolling programme of ensuring suppliers meet appropriate levels of external audit social compliance checks.

This is important to the welfare of the employees of our suppliers, and the maintenance of their ongoing trading relationships with our Group.

This year, we engaged with the top 120 suppliers (in addition to the 30 largest suppliers already engaged with) selected based on financial

spend, compared to FY24. The ESG supplier questionnaire will help us to obtain information regarding their carbon measurement processes

and reduction efforts, as well as wider ESG ambitions. This programme forms part of our supplier engagement target which has been

validated by the SBTi.

As referred above, the B&M and Heron Foods UK businesses have continued with their new store openings and existing store refurbishment

programmes during the year. This is important to our main building services contractors, many of whom have worked on stores with us for

several years.

Examples

of outcomes

in FY25

The Company has continued to outsource the audit checking processes to Multi-Lines International Company Limited (“Multi-Lines”) in relation

to the Group’s own direct/non-Multi-Lines sourced suppliers. This has enabled the Group to apply a consistent and established methodology

and utilise Multi-Lines expertise and connections across Asia on our behalf.

The B&M UK business has continued to use its main store fit-out contractors where available to carry out new store opening and existing

store estate refurbishment works during the year. That has provided them with a level of ongoing workstreams.

Links

and more

information

See the Supply Chain section on pages 38 and 39 and the Corporate social responsibility report on page 30.

Communities continued

Examples

of outcomes

in FY25

We opened 45 (gross) B&M UK stores, 11 (gross) B&M France stores and 14 (gross) Heron Foods stores (including relocations) in the financial

year under review.

Within this number we opened 9 B&M UK relocations stores (6 of which were ex-Wilko stores), where older, smaller legacy stores were

replaced with newer B&M state-of-the-art stores. Typically, relocated stores are at least twice the size of the stores they replace and improve

our trading location. This constitutes an important part of our estate.

With the rising cost of living, our value-for-money proposition plays an important role in helping a large number of customers afford their

everyday essentials.

Our total charitable donations in FY25 were £10,385,466 (in kind and cash). Total additional stock donated in FY25 came to 181 pallets.

Examples of our charitable activities in FY25 include:

• £7,146 for numerous charities through colleague fund-raising activities including sample sales, Wear it Pink, Christmas Jumper Day and

the poppy appeal;

• Over £4,053 for MacMillan, through coffee mornings held amongst our Supply Chain and Support Centre employees;

• Over £17,420 in gift voucher donations for our new store openings and customer service charitable donations;

• £22,500 in product donations to the Mission Christmas “Cash for Kids” campaign; and

• Over £10 million in total for Mission Christmas “Cash for Kids” product donations through customers and colleagues.

This helped 216,409 kids at Christmas.

Links

and more

information

See the Communities section in the Corporate social responsibility report on pages 36 and 37.

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Financial StatementsCorporate GovernanceStrategic Report

Armed Forces Covenant Testimonial

I served in the RAF Regiment for 16 years. Joining the military felt like a

natural path for me – my whole family had served, so I followed in their

footsteps with pride. During my time in the forces, I was deployed to

places like Basra, Afghanistan (twice), and Kuwait. Basra stands out the

most, especially when we took over the airport – it was one of the most

challenging experiences of my life.

In the military, I was second in command of a team of eight. I had real

responsibility and was proud to lead. However, transitioning back to civilian

life was incredibly difficult. People were different, and I struggled a lot

with adapting to a world that no longer felt familiar. I was in a dark place,

dealing with PTSD, and unsure of where I fit in anymore.

That’s when a friend told me B&M was hiring for Christmas temps. I applied

and started on a 16-hour Christmas temp contract. I was then kept on as a

permanent colleague, worked my way up to replenishment manager, and

now I’m proud to be a store manager.

What made B&M stand out to me was the team spirit. From day one, it

felt like a family – supportive, close-knit, and encouraging. That sense of

belonging was something I’d been missing.

The skills I gained in the forces – leadership, adaptability, decision-making,

and understanding how to bring the best out in people – have all been

hugely valuable in my role here. More than that, having the focus and

structure of the job helped me heal. It gave me something to channel my

energy into and helped take my mind off the things I’d been through. I still

have moments, but I’ve come a long way.

What made me very proud is the trust B&M gave me to run my own brand-

new store – something not often given to new managers. That store went

on to win Store of the Year and became Perfect Day Winners for B&M,

which was an incredible achievement.

B&M didn’t just give me a job – it gave me purpose again. And for that, I’ll

always be grateful.

I’m super proud to be working for a company that offers guaranteed

interviews for ex-forces, supports cadet reserves, and offers discount days

for personnel. I’m proud to be part of that.

Andy Day

B&M Store Manager

Investors

Why we

engage

Our investors include shareholders, bondholders and banks. They have a direct financial interest in the performance of our business and our

continued success.

How we

engage,

measure

and monitor

The management team have roadshow presentations and one-to-one meetings with investor groups each year on the announcements

of our half-year and full-year results. Presentations and conference calls with question and answer sessions are also held on the

announcement of the Q1 and Q3 trading updates announcements.

One-to-one conference calls and meetings are also held during the year with both existing and potential new institutional investors.

The Board reviews investor relations reports and market updates as a standing agenda item at each of its meetings throughout the year.

It also has an investor relations agenda item with its corporate brokers at its strategy day meetings each year.

In order to receive valuable feedback, as required, the Chair of the Board engages with investors and shareholders. In particular our Annual

General Meeting allows opportunity for shareholders to meet with the Board and Committee chairs.

Examples

of actions

in FY25

Regular investor briefings help with our substantial number of overseas shareholders, including regular updates with such shareholders

in America and Australia.

In November 2024, the Group issued £250m of high yield bond notes, maturing in November 2031 with an interest rate of 6.5%.

£150m of cash received from these high yield bond notes has been ring-fenced for the purpose of repaying the remaining £156m

of high yield bond notes (2020) in July 2025. Transaction fees of £3m were capitalised and are included in the carrying value of these bonds.

The Group continued to generate strong results against pre-pandemic levels in the financial year under review. The Board considered within

the context of its capital allocation policy, the opportunity to make further returns to shareholders in addition to its ordinary dividend policy.

Examples

of outcomes

in FY25

The company declared the following dividends in FY25:

• a special dividend of 15.0p per share in January 2025

• an interim dividend of 5.3p per share paid in December 2024

• subject to approval from shareholders a final dividend of 9.7p in June 2025

Links

and more

information

See the Viability Statement on page 29 and also the Financial review on page 16.

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Continuing our strong foundation of corporate governance in line with the

UK Corporate Governance Code.

Dear Shareholder,

This report sets out the main elements of the

Company’s corporate governance structure

and how it complies with the UK Corporate

Governance Code. It also includes information

required by the Listing Rules and the UK

Financial Conduct Authority (“FCA”) Disclosure

and Transparency Rules (“DTRs”). This year

we have continued to develop under the

UK Corporate Governance Code 2018 (the

“Code”) and other UK regulations in relation to

corporate governance objectives and practices,

within our own governance framework and

Board agenda programme. The main elements

arising from this during the year, and also other

important corporate governance developments

of the Group are summarised below.

We have applied our principles and consider

the interests of all stakeholders in developing

our governance framework and in our

ongoing decision making. In my Chair’s

statement on pages 8 to 9, I have highlighted

a number of topics which indicate how our

approach to governance has continued to

evolve with the growth of our Company and

constantly developing framework of reporting

requirements. We continue to make good

progress in implementing our ESG strategy.

Changes made to our Board recognise the

continuing importance of diversity. A strong

foundation of corporate governance continues

to provide a firm basis for the growth and

success of B&M.

Meet our Board

Tiffany Hall

Non-Executive Chair of

the Board and Chair of the

Nomination Committee

Appointment: September 2018

Non-Executive Chair of the Board and

Chair of the Nomination Committee.

Tiffany joined the Board of B&M in 2018

and has held various roles, including

Chair of the Remuneration Committee

and Designated Non-Executive

for Workforce Engagement. Tiffany

succeeded Ron McMillan as Senior

Independent Director in July 2023 and

became Independent Non-Executive

Chair of the Board on conclusion of the

Annual General Meeting on 23 July 2024.

She previously served as Chief Executive

Officer of BUPA Home Healthcare,

Marketing Director at BUPA, Head of

Marketing at British Airways and also

Chair of Airmiles and BA Holidays. Prior

to that, she held various other senior

positions at British Airways including

Head of UK Sales and Marketing.

External appointments:

Tiffany is a Non-Executive Director of

Symington Family Estates SA and chair

of John E Fells & Sons Ltd.

Committee membership:

NOM

Oliver Tant

Senior Independent Non-

Executive Director and Chair of

the Audit & Risk Committee

Appointment: November 2022

Oliver has over 40 years’ experience as

a finance professional most recently as

Chief Financial Officer of Imperial Brands

plc the FTSE 30 listed consumer brands

company and prior to that for 30 years

at KPMG. At Imperial Brands plc, Oliver

held responsibility for Finance but also

IT, Procurement, Legal and Corporate

Development. At KPMG he was a Vice

Chair and during 20 years as a partner

he served a wide variety of listed and

privately-owned clients and also ran

KPMG’s UK Audit and Global Financial

Advisory Services businesses.

Oliver became Chair of the Audit & Risk

Committee after the Annual General

Meeting in July 2023. In July 2024, Oliver

became Senior Independent Non-

Executive Director of the Board.

External appointments:

Oliver is an Independent Non-Executive

Director and Chair of Mazars LLP

Audit Board.

Committee membership:

A&R

NOM

REM

Mike Schmidt

Chief Financial Officer and

Interim Chief Executive Officer

Appointment: November 2022

Mike joined the B&M Group on

17 October 2022 and the Board as

the Group’s Chief Financial Officer on

1 November 2022.

Prior to joining B&M, Mike spent over

eight years at publicly listed home

furniture retailer DFS Furniture plc,

where he was appointed Group Chief

Financial Officer in 2019. During his time

at DFS, Mike additionally held executive

responsibility for property, strategic

development, legal & compliance, and

financial services activities, and was

Non-Executive Chair of DFS’s trading

subsidiaries Dwell and Sofa Workshop.

Mike began his career in corporate

finance, and gained 13 years’ experience

of working for top tier investment banks

including Citi and UBS, across equity,

debt and M&A advisory for various large

cap international corporations. Mike has

an MA in Economics and Management

from Cambridge University.

Committee membership:

Nil

Chair’s introduction to Corporate Governance

& The Board of Directors of B&M European Value Retail S.A.

Paula MacKenzie

Independent Non-Executive Director

Appointment: November 2021

Paula has a strong background in

general management and finance. Paula

is Chief Executive Officer of Pizza Express

and her experience is in transforming

Food & Drinks businesses, having

worked for some of the world’s most

recognised companies including KFC,

Diageo, GSK and innocent. Paula led the

KFC business (part of Yum! Brands) in the

UK and Ireland as Managing Director,

and in her 11 years at Yum! had a range

of senior executive roles including Chief

Finance Officer, Chief Development

Officer and Chief Marketing Officer. Paula

became Designated Non-Executive

Director for Workforce Engagement in

July 2024.

External appointments:

Paula is an Advisory Board member for

Pennies, the micro-donation charity.

Paula is Chief Executive Officer

of Pizza Express

Committee membership:

A&R

NOM

1. Following Alex Russo’s retirement

as Chief Executive Officer from the

Board on 30 April 2024, Mike Schmidt

was appointed to act as interim

CEO alongside his role as CFO,

until Tjeerd Jegen joins the business

as CEO on 16 June 2025.

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Financial StatementsCorporate GovernanceStrategic Report

Hounaïda Lasry

Independent Non-Executive

Director and Chair of Remuneration

Committee

Appointment: September 2023

Hounaïda has international experience

in general management and marketing.

She previously spent almost 30 years at

Procter & Gamble across various sectors

and geographies. In her final role, she

had responsibility for a portfolio of Skin

& Personal Care brands across Europe.

Hounaïda was also a Non-Executive

Director at Britvic plc and on the

Advisory Board of the Geneva School of

Economics and Management. Hounaïda

became Chair of the Remuneration

Committee in July 2024.

External appointments:

–

Committee membership:

REM

NOM

Nadia Shouraboura

Independent Non-Executive Director

Appointment: May 2024

Nadia has a very broad range

of experience which includes

public company roles and leading

entrepreneurial ventures in retail and

other sectors. An entrepreneur and

former senior Amazon executive she

played a key role in building out the

company’s technology and supply

chain capability during a period of

unprecedented growth in the 2000s

and early 2010s.

External appointments:

Nadia is currently serving as a Non-

Executive Director at MTS Group/Mobile

Telesystems PJSC, and Ocado Group plc.

Nadia also served as a Non-Executive

Director for 8 years at Ferguson plc from

February 2017 until January 2025.

Alongside her three public board roles,

Nadia has several private and advisory

roles including New Mountain private

equity, Formlabs Inc. and Tosca Limited.

Committee membership:

REM

NOM

A&R

Euan Sutherland

Independent Non-Executive Director

Appointment: January 2025

Euan has a wealth of retail and

consumer goods experience, having

led major consumer- facing businesses

both in the UK and internationally.

He is currently CEO of AG Barr PLC and

has held CEO positions for over 20 years

across some of the UK’s largest retail

brands including Superdrug & Savers,

B&Q, Superdry and the Co-op Group.

He was also Group COO of Kingfisher plc

and led store operations and marketing

at Matalan. Euan also has a background

in global FMCG brands, including Mars

and Coca-Cola, plus eight years on the

board of Britvic plc as a Non-Executive

Director. A graduate of Aston Business

School, Euan also holds an Honorary

Doctorate in Business Management.

External appointments:

Euan is currently serving as a CEO

of AG Barr PLC.

Committee membership:

REM

NOM

Tjeerd Jegen

CEO Designate

Appointment: June 2025

Tjeerd joins the Group as Chief Executive

Officer and will be appointed to the

Board on 16 June 2025.

Prior to joining B&M, he was CEO of

Dutch retailer HEMA and held senior

leadership roles at Ahold Delhaize,

Tesco, Metro Group, Woolworths and

Takko Fashion across Europe, Asia and

Australia. A Dutch national, he brings

30 years of experience in value-driven,

customer-centric retail and has led

businesses across a range of formats,

including supermarkets, department

stores and discount retail. Tjeerd

holds a Master’s degree in Business

Administration and has lived and

worked in nine countries.

External appointments:

Tjeerd is currently senior advisor and

incoming chairman of the supervisory

board of Accell Group BV.

Committee membership:

Nil

Outgoing Members

Alex Russo

Chief Executive Officer

Retirement: April 2025

Alex served as Chief Executive Officer

of the B&M Group from 26 September

2022 until his retirement from the

Board on 30 April 2025. Prior to

becoming Chief Executive Officer, Alex

was the Chief Financial Officer for the

B&M Group from 16 November 2020.

Peter Bamford

Non-Executive Chair

of the Board

Retirement: July 2024

Peter served as Chairman from

March 2018 until his retirement

at the AGM on 23 July 2024.

Ron McMillan

Independent

Non-Executive Director

Retirement: July 2024

Ron served as Independent

Non-Executive Director from

May 2014 until his retirement

at the AGM on 23 July 2024.

Committee

membership key

A&R

Audit & Risk

REM

Remuneration

NOM

Nomination

Chair

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Corporate Governance report

This report sets out the main

elements of the Company’s

corporate governance structure

and how it complies with the

UK Corporate Governance Code.

It also includes information

required by the Listing Rules

and the UK FCA DTRs.

Code compliance

The Board is committed to high standards of

corporate governance. Except where referred

to on page 79, (workforce engagement on

executive pay) and as described on page 65

(gender diversity), the Company has complied

throughout the year under review with the

provisions of the Listing Rules, the Code

published in 2018 and the DTRs. At the date of

this report the Company is fully compliant with

gender and diversity targets required by the

Listing Rules. A copy of the Code is available

on the UK Financial Reporting Council’s (“FRC”)

website at www.frc.org.uk.

Management responsibilities

The Executive Directors of the Group and of

its three main businesses are responsible

for the day-to-day operational and strategic

matters in relation to each of the businesses,

which includes B&M UK, Heron Foods and

B&M France. Members of the broader senior

executive team hold regular weekly meetings

led by the CEO to review progress and

management activities of the Group.

Schedule of matters reserved to the Board

The following matters are reserved to the Board for its approval:

Board and Committee attendance at scheduled meetings during FY25:

Directors

Board

Attended

Audit & Risk

Committee

Attended

Nomination

Committee

Attended

Remuneration

Committee

Attended

Tiffany Hall – Chair 6 – 5 4

Alex Russo

6 – – –

Mike Schmidt 6 – – –

Paula MacKenzie 6 4 5 –

Oliver Tant 6 4 5 4

Hounaïda Lasry 6 – 5 4

Nadia Shouraboura 6 4 5 4

Euan Sutherland

1 – 1 –

Directors who retired from the Board during FY25

1. Peter Bamford and Ron McMillan both retired from the Board during FY25. Peter Bamford and Ron McMillan had

a full attendance record up to their resignation from the Board following the conclusion of the AGM on 23 July 2024.

2. Euan Sutherland has a full attendance record from his appointment as a Non-Executive Director on

20 January 2025.

3. Alex Russo has a full attendance record up until his retirement from the Board on 30 April 2025.

Approve Ensure

Review

• approving the long-term strategy

and objectives of the Group and

reviewing the Group’s performance and

management controls;

• approving any changes to the capital

structure of the Group;

• approving the financial reporting,

budgets, dividend policy and any

significant changes in accounting

policies and practices of the Group;

• approving any major capital projects

of the Group;

• approving the structure, size and

composition of the Board and

remuneration of the Non-Executive

Directors; and

• approving and supervising any material

litigation, insurance levels of the Group

and the appointment of the Group’s

professional advisors.

• ensuring a satisfactory dialogue with

shareholders based on the mutual

understanding of objectives; and

• ensuring the maintenance of a sound

system of internal controls and risk

management.

• reviewing the Company’s overall

corporate governance and approving

the division of responsibilities of members

of the Board.

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Financial StatementsCorporate GovernanceStrategic Report

How we govern

The Board and Committee structure of the Company is as follows

B&M’s Board

The Board of Directors of B&M as at the date of this report has seven members comprising the Chair,

one Executive Director and five Independent Non-Executive Directors.

See pages 60 and 61 for more information

Executive management

The Executive Directors of the Group and of its three main businesses are responsible for the day-to-day

operational and strategic matters in relation to each of the businesses of the Group, which includes B&M UK,

B&M France and Heron Foods. Members of the broader senior executive team hold regular weekly meetings

led by the CEO to review progress and management activities of the Group.

Audit & Risk Committee

This Committee is made up of

three Independent Non-Executive

Directors

The main responsibilities of the

Committee are:

• reviewing and monitoring

the integrity of the financial

statements and price

sensitive financial releases of

the Company;

• monitoring the quality,

effectiveness and

independence of the external

auditors and approving their

appointment fees;

• monitoring the independence

and activities of the Internal

Audit function;

• assisting the Board with the

risk management strategy,

policies and current risk

exposures;

• reviewing the adequacy and

effectiveness of the Group’s

internal financial controls and

control and risk management

systems; and

• maintaining effective

oversight of compliance by

our UK businesses with the

Groceries Code.

See page 69 for a copy of

the Committee’s report

Nomination Committee

This Committee is made up of the

Chair and five Independent Non-

Executive Directors

The main responsibilities of the

Committee are:

• reviewing the structure, size,

diversity and composition of the

Board, including the balance

of Executive and Non-Executive

Directors;

• putting in place plans for

the orderly succession of

appointments to the Board and

to senior management;

• identifying and nominating

candidates, for approval by the

Board, to fill Board vacancies as

and when they arise;

• ensuring, in conjunction with

the Chair of the Company, that

new Directors receive a full,

formal and tailored induction;

and

• keeping under review the

leadership and senior

management needs of the

Group including Executive and

Non-Executive Directors and

the wider senior management

team, with a view to ensuring

the continued ability of the

Group to compete effectively in

the marketplace.

Terms of reference of each of the Committees are available on B&M’s website at

www.bandmretail.com

See page 74 for a copy of

the Committee’s report

Remuneration

Committee

This Committee is made up of

four Independent Non-Executive

Directors

The main responsibilities of the

Committee are:

• setting the policy for

the Group on executive

remuneration;

• determining the level of

remuneration of the Chair,

the Executive Directors of

the Company, the Group’s

General Counsel and the first

layer of senior management

of the Group below the Board;

• preparing an annual

Directors’ remuneration

report for approval by

shareholders at the Annual

General Meeting of the

Company;

• designing share schemes

for approval by the Board for

employees and approving

awards to Executive Directors

and certain other senior

management of the Group;

and

• reviewing pay and conditions

across the Group’s wider

workforce.

Workforce Engagement

NED

Paula MacKenzie is the

designated Non-Executive

Director for Workforce

Engagement

The main responsibilities of

this role are the governance

and oversight of the following

matters:

• to consider with the Board

the mechanisms required

from time to time by

the Group in relation to

Workforce Engagement

to enable the Board to be

appropriately appraised on

colleague engagement;

• to coordinate such direct

engagement between the

Non-Executive Directors

and the workforce as is

considered appropriate;

• to ensure the workforce

engagement mechanisms

which are approved by the

Board are put in place and

are effective;

• to report on the outputs

from those mechanisms

to the Board at least twice

a year, and make any

recommendations arising

from those reports to the

Board; and

• the holder of this office

is also supported by

members of the senior

executive team of the

Group who are responsible

for the day-to-day

implementation of the

Workforce Engagement

mechanisms by the Group.

See page 33 on

Workforce Engagement

See page 77 for a copy of

the Committee’s report

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Board responsibilities

The Board is collectively responsible for the

strategy and long-term success of the Group,

and for ensuring there is an effective system

of internal controls within the Group for the

assessment and management of key risks.

The Board has delegated certain

responsibilities to three main Committees

to assist in discharging its duties and the

implementation of matters approved by it (see

the table on page 63). The reports of each of

the Committees for the year under review are

set out on pages 69, 74 and 77.

A presentation of each of the B&M UK, Heron

Foods and B&M France businesses and their

up-to-date trading performance is provided

by the CEO at each Board meeting, together

with comprehensive financial reports and

analysis presented by the CFO. During those

months that fall outside the regular cycle

of Board meetings, the CEO and CFO also

provide reports and management accounts

packs updating the Board on the current

trading performance of each of the Group’s

businesses.

Members of the broader senior management

teams of B&M UK, Heron Foods and B&M

France participate at certain meetings of the

Board and store tours with the Board during

the course of the year. The senior executive

team participates in the annual strategy day

of the Group.

The implementation of the Board-approved

strategy, policies and decisions is delegated

to the Executive Directors of the Company to

execute them in relation to the day-to-day

operational management of the Group’s main

businesses. The Executive Directors are also

supported by senior management teams

in each of the B&M UK, Heron Foods and

B&M France businesses of the Group. The

leadership teams of those businesses regularly

have business update and trading review

meetings with the Group CEO and CFO.

In addition to the regular scheduled meetings,

the Board and Committees have passed a

series of written resolutions during the year in

relation to the formal decisions taken by them.

Meetings between the Non-Executive Directors

and Chair have taken place and the Non-

Executive Directors have met without the Chair

being present.

The Chair has also had one-to-one meetings

in the year under review with each of the

Independent Non-Executive Directors.

The Company held three general meetings

of shareholders in the year under review,

being the Annual General Meeting on 23 July

2024 and two Ordinary General Meeting’s on

29 May 2024 to appoint Nadia Shouraboura

and 20 January 2025 to appoint Euan

Sutherland, as Independent Non-Executive

Directors.

Board composition

During the financial year, the Group

announced the retirement of Alex Russo,

as Chief Executive Officer, with effect from

30 April 2025. On 15 May 2025 it was

announced that Tjeerd Jegen would be

appointed CEO with effect from 16 June 2025.

Following Alex’s retirement, Mike Schmidt

was appointed Interim Chief Executive Officer,

alongside his current role of Chief Financial

Officer, whilst a permanent successor was

found.

Peter Bamford retired from the Board in July

2024 and Tiffany Hall was appointed on 4 June

2024 as Chair of the Board of Directors, with

her appointment effective from 23 July 2024.

Ron McMillan continued as a Non-Executive

Director until his retirement at the AGM on

23 July 2024.

Following her appointment as Chair, Tiffany now

also Chairs the Nomination Committee.

Oliver Tant succeeded Tiffany Hall in the role

of Senior Independent Director and continues

his role as Chair of the Audit and Risk

Committee. Oliver has the requisite skills

and experience for each of these roles, having

had a number of years’ experience on a variety

of public company boards as both Executive

and Non-Executive.

Following Tiffany’s appointment as Chair,

Hounaïda Lasry was appointed Chair of the

Remuneration Committee.

Paula MacKenzie succeeded Tiffany as

Designated Non-Executive for Workforce

Engagement.

As at the date of this report, the Board

compromises the Chair, one Executive Director

acting as the Interim CEO and CFO, and five

Independent Non-Executive Directors.

The Code recommends that at least half of the

Board, excluding the Chair, should comprise

Independent Non-Executive Directors. The

Company met this requirement during the

whole of the year under review, with each of

Paula MacKenzie, Oliver Tant, Hounaïda Lasry,

Nadia Shouraboura and Euan Sutherland

being Independent Non-Executive Directors.

Each of the Independent Non-Executive

Directors who served during the year under

review was and continues to be considered

by the Board to be independent in character

and judgement. The Code recommends

that the Board identifies each Non-Executive

Director it considers to be independent and

any circumstances which are likely to impair

or could appear to impair a Non-Executive

Director’s independence. All the Non-Executive

Directors are free from relationships or

circumstances which may affect, or could

appear to affect, their judgement as Directors.

Independence is determined by ensuring

that the Non-Executive Directors do not

have any material business relationships or

arrangements (apart from their fees for acting

as Non-Executive Directors) with the Group or

its Directors, which in the opinion of the Board

could affect their independent judgement.

In the year under review, SSA Investments

continued to be a related party due to Bobby

Arora’s continued directorship of B&M Retail

Limited. Bobby resigned as a director on

31 March 2025.

All Directors have service agreements or letters

of appointment in place and the details of

the terms of them are set out in the Directors’

remuneration report on pages 77 to 97.

Diversity policy

The diversity policy applied to the Board is

based upon the Listing Rules requirements

of UKLR 6.6.6R(10). The overall objective of the

Company’s diversity policy is to ensure that

the Company has a well-balanced Board

at all times in terms of the necessary skills,

experience and independence of character and

judgement of its members, for the Group to be

managed effectively for its long-term success.

Appointments to the Board are based on merit

so that the best candidates are appointed, but

within that the Company recognises the value

which a diverse Board brings to the business

and it embraces diversity in relation to gender,

race, age, educational and professional

backgrounds. The Board is well placed to

meet the Listing Rules requirement in relation

to diversity. Along with that criteria, diversity in

relation to international experience (in particular

in relation to the Group’s chosen markets),

recent senior management or professional

experience in retail and/or supply chain sectors

and functional experiences in relation to

membership and Chair of Board committees

are also relevant criteria of the Company.

Details of the Company’s ethnic and gender

diversity in relation to the Board and executive

management of the Group are included in the

Corporate social responsibility report on page 30.

During the year under review the Board was

fully compliant with UKLR 6.6.6 (9) (a) (iii) with

respect to diversity with Hounaïda Lasry

being a Non-Executive Director from an ethnic

minority background.

Corporate Governance report continued

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Financial StatementsCorporate GovernanceStrategic Report

In the year under review, the Executive Committee,

being the first level of senior management below

the Board, had one ethnic minority member out of

a total of ten members, being the Group Trading

Director. The senior management team which

comprises the Executive Committee and the level

of management below has 1.52% ethnic minority

representation.

As recommended by the Parker Review, the

Company has voluntarily set targets for 10%

ethnic minority representation within the

senior management by the end of FY27. Senior

management is defined as the Executive

Committee and their direct reports.

During the first two months of the financial year

under review the Board’s gender diversity failed

to comply with the requirement of UK 6.6.6 (9) (a)

(i) to have 40% of the Board as female. As at April

2024 the Board had 37.5% female representation

(three female Board members out of the total

eight members). With the appointment of Nadia

Shouraboura in May 2024, the percentage

increased to 44%. The retirement of two male

Non-Executive Directors in July 2024 brought the

percentage to 57% female representation directly

following the 2024 AGM on 23 July 2024. With the

appointment of Euan Sutherland in January 2025

the percentage of female Directors was 50% at the

FY25 year end.

In accordance with UKLR 6.6.6 (9) (a) (ii), for the

year under review, one of the female Board

members continued to occupy a senior position,

with Tiffany Hall acting as Senior Independent

Director until July 2024 and then subsequently

Chair of the Board of Directors.

The Executive Committee, the first level of senior

management below the Board, has one female

member out of a total of ten members, being the

Group IT Director. The senior management team

which comprises the Executive Committee and

the level of management below has 36% female

representation. The Company has a target for

40% female representation within the senior

management by the end of FY27.

In FY25 the Company collected data in respect

of diversity from its new starters. Colleagues are

encouraged to give their ethnic origin, sexual

orientation, religion, any disability and gender

in accordance with government guidelines.

Data collection is performed on the basis of self

reporting by the individual concerned.

Details on the diversity of the individuals of the

Board and executive management are set out

on page 68.

Conflict of interests

For the year under review, Bobby Arora

continued to own shares in SSA Investments

S.à r.l., which holds 4.19% of the ordinary share

capital and voting rights in the Company either

directly or indirectly as the beneficial owner.

Bobby Arora, Ropley Properties Ltd, Rani

investments, TJL UK Limited and Triple Jersey Ltd

are all landlords of certain properties leased

by the Group. Ropley Properties Ltd and Triple

Jersey Ltd are owned by Arora family trusts.

Except as referred to above there are no

potential conflicts of interest between any of

the Directors or senior management with the

Group and their private interests.

There is an established process of the Board

for regularly reviewing actual or potential

conflicts of interest. In particular, there is

a process for reviewing property lease

transactions proposed to be entered into by

related parties of Directors with any entities

in the Group, including the provision of

professional advice and consideration of it

by a Related Party Transactions Committee

of the Board (which includes the Chair of the

Board, Chair of the Audit & Risk Committee

and the General Counsel of the Group) and

also by the Company’s Sponsor in providing its

opinion on the application of the Listing Rules

and the applicability and appropriateness of

any exemptions in respect of any transactions

in the ordinary course of business. Each of

the transactions are also reported to general

meetings of shareholders in accordance

with Luxembourg Law. The above processes

include:

• reports by the property estates team

of B&M on the relevant subject store’s

suitability and location and details of the

principal terms of the proposed lease;

• reports from the external Property

Consultants of B&M who are retained to

advise on new store acquisitions, store

suitability and location strategy;

• reports from external independent Property

Consultants on the principal commercial

terms of the proposed lease and site

location of the proposed new store;

• each of the Chair and General Counsel, and

also independently of them, the Company’s

Sponsor, discuss where necessary, the

reports of the external independent

Property Consultants with them as part of

the process of the review by the Related

Party Transactions Committee of the Board;

• the Company’s Sponsor provides a written

opinion to the Company in advance of the

Related Party Transactions Committee’s

consideration of the relevant proposed

transactions;

• copies of all the reports referred to above

and the Sponsor’s Opinion are reviewed by

the Related Party Transactions Committee

on behalf of the Board, and, in its updates

to the Board the Committee provides copies

of all the above reports and opinions to the

Board; and the Related Party Transactions

Committee of the Board considers

the appropriateness of the relevant

transactions independently of Arora Family

interests.

The same process above applies to the

purchase of freehold store premises by the

Group from those related parties.

In addition to the above processes, the Chair

of the Audit & Risk Committee monitors on

behalf of the Board a rolling report produced

to the Related Party Transactions Committee,

the Board and the Sponsor, which is updated

throughout the year, on the number of related

party leases and rents as a proportion of the

overall property estate and rents of the Group.

See page 95 in relation to details of related

party transactions entered into in the financial

year 2025, also set out in Note 27 on pages 144

to 146 of the financial statements.

Audit & Risk Committee

Oliver Tant was appointed as Chair of the Audit

& Risk Committee on conclusion of the AGM

in July 2023. Oliver has the requisite recent

and relevant financial experience for the role.

Details of Oliver’s experience is detailed in his

biography on page 60.

As at the date of this report, the Audit & Risk

Committee consists of three Independent

Non-Executive Directors and the Chair of the

Committee has recent and relevant financial

experience.

The members of the Committee during the year

under review were Oliver Tant (Chair), Paula

MacKenzie, Ron McMillan (until his retirement

in July 2024) and Nadia Shouraboura who

joined the Committee following the approval

of her appointment by shareholders at the

OGM on 29 May 2024. The Committee as a

whole has competence relevant to the retail

sector. See further the biographies of each of

the members of the Committee on pages 60

and 61.

The duties of the Committee as delegated

by the Board are contained in the terms of

reference available on the Group’s corporate

website (as referred to above) and are also

summarised in the table on page 63.

All meetings of the Committee are attended by

the CFO. The Chair of the Board and the CEO

are also invited to attend. The Group’s Internal

Audit function, the B&M Finance Director and

the Luxembourg and UK audit partners of the

Group’s external auditors also attend.

B&M European Value Retail S.A.

Annual Report and Accounts 2025

The Audit & Risk Committee report on pages 69

to 73 sets out details of the role and activities of

the Committee in the last financial year.

Remuneration Committee

The Remuneration Committee consists of four

Independent Non-Executive Directors. The

members of the Remuneration Committee

during the year under review were Tiffany Hall

(until her appointment as Chair of the Board of

Directors following conclusion of the AGM on

23 July 2024, Ron McMillan (until his retirement

in July 2024), Oliver Tant, Hounaïda Lasry (Chair),

Oliver Tant and Euan Sutherland (following his

appointment on 20 January 2025).

The terms of reference of the Remuneration

Committee are available on the Group’s

corporate website (as referred to above) and

are also summarised in the table on page 63.

The Chair of the Board, the CEO and General

Counsel regularly attend meetings of the

Committee, at the invitation of the Chair of the

Committee. The Committee retains external

advisors who attend and participate at all

meetings at the request of the Chair of the

Committee.

The Directors’ remuneration report on pages

77 to 92 sets out details of the role and

activities of the Remuneration Committee

in the last financial year.

Nomination Committee

As at the date of this report, the Nomination

Committee consists of six Directors, being the

Chair of the Board (who chairs the Nomination

Committee), and each of the five Independent

Non-Executive Directors of the Company. The

members of the Nomination Committee during

the year under review were Peter Bamford (until

his retirement on 23 July 2024) Ron McMillan

(until his retirement on 23 July 2024), Tiffany

Hall (Chair), Paula MacKenzie, Oliver Tant,

Hounaïda Lasry, Nadia Shouraboura (following

her appointment on 29 May 2024) and Euan

Sutherland (following his appointment on

20 January 2025).

The duties of the Nomination Committee as

delegated to it by the Board are contained

in the terms of reference available on the

Company’s corporate website (as referred to

above) and are also summarised in the table

on page 63.

The Nomination Committee report on pages

74 to 76 sets out details of the role and activities

of the Committee in the last financial year.

Board and Committees effectiveness

review

An internal review of the effectiveness of the

Board and its three main standing Committees

will be conducted next year to allow the recent

changes to the Board to be reflected upon in

the review.

A report on the feedback will be provided to the

Board to discuss the main themes and points

arising from the review.

The Chair has discussions with Executive

Directors on a one-to-one basis, the Non-

Executive Directors on a one-to-one basis and

together as a group to discuss matters relating

to the Board, its balance and monitoring of the

exercise of powers of the Executive Directors.

In relation to other Code matters regarding the

effectiveness of the Board and its members,

where Directors have external appointments,

the Committee and the Board are satisfied

that they do not impact on the time the Director

needs to devote to the Company.

Approach to ESG governance

The Board held discussions on ESG at every

Board meeting throughout FY25 as the

management team continued to develop their

ESG strategy and progressed with a number

of different workstreams. Good progress was

made in executing the ESG programme in

accordance with the Board’s ESG strategy.

The Board is also committed to keeping ESG

as a standing agenda item for the coming year

as it looks to maintain momentum in this area.

The Board considered whether to create

a separate ESG Committee but decided to

continue to keep the review of the ESG strategy

at Board level.

Appointments, induction and

development

Where any new Director is appointed by the

Board, the Nomination Committee leads the

process and evaluates the balance of skills,

experience, independence, and knowledge

and diversity on the Board. In light of that

process, it approves a description of the

role and capabilities required and identifies

candidates for the Board to consider using

external search consultants.

All new Directors receive a full, formal and

tailored induction programme and briefing

with members of senior management. They

are also required to meet major shareholders

where requested.

A manual of documents is available for new

Directors containing information about the

Group, Directors’ duties and liabilities under

Luxembourg Law and obligations under the

Listing Rules, DTRs and the EU and UK Market

Abuse Regulations, together with governance

policies and the UK Corporate Governance

Code.

The induction of Nadia Shouraboura and Euan

Sutherland as new Non-Executive Directors

took place this year with a series of structured

meetings with the Executive Directors and other

members of the broader senior management

team of B&M.

The Directors update their knowledge and

familiarity with the businesses of the Group

throughout each year with a mix of central

operations and store tours in the UK and

France along with members of the senior

management. They also participate

in senior management briefings and

presentations in relation to each of the B&M

UK, Heron Foods and B&M France businesses.

The Nomination Committee considers the

training and development needs of the

Executive Directors. The Directors also receive

regular updates at Board and Committee

meetings on law, regulatory and governance

matters and future developments from the

Group’s General Counsel.

There is a procedure for Directors to have

access to independent professional advice,

at the Company’s expense, in relation to their

duties should they require it at any time.

Corporate Governance report continued

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Financial StatementsCorporate GovernanceStrategic Report

43%57%

67%

33%

Re-election of Directors

The Nomination Committee has recommended

that each of the Directors be re-elected to

the Board.

The Board and the Chair consider that all the

members of the Board standing for re-election

at the AGM continue to be effective and

demonstrate commitment to their roles, and

are able to devote sufficient time to their Board

and Committee appointments, responsibilities

and duties.

Risk management and internal control

The Board has overall responsibility for

ensuring that the Group maintains a strong

system of internal controls.

The system of internal controls, supported

by the Internal Audit function, is designed to

identify, manage and evaluate, rather than

eliminate, the risk of failing to achieve business

objectives. It can therefore provide reasonable

but not absolute assurance against material

misstatement, loss or failure to meet objectives

of the business, due to the inherent limitations

of any such system.

The Board carried out a review of the key risks

to the Group’s businesses at its annual strategy

day in the year under review.

The Board is satisfied that those risks and

relevant mitigating actions are acceptable for

a business of the type, size and complexity as

that operated by the Group. The key elements

of the Group’s system of internal controls are

as follows:

Financial reporting: monthly management

accounts are provided to the members of

the Board that contain current financial and

operational reports. Reporting includes

an analysis of actual versus budgeted

performance and overviews of reasons for

significant differences in outcomes. The annual

budget is reviewed and approved by the

Board. The Company reports half yearly

and publishes trading updates in line with

market practice;

Risk management: the creation and

maintenance of a risk register, which is

continuously updated and monitored, with

full reviews occurring on a bi-annual basis,

facilitated by the Internal Audit function of the

Group. Each risk identified on the risk register

is allocated an owner, at least at the level

of a senior manager within the business,

and the action required, or acceptance of

the risk is also recorded. The risk registers

are provided to the Audit & Risk Committee

and the Committee reports key risks and

mitigating actions to the Board for monitoring

as appropriate;

Monitoring of controls: the Audit & Risk

Committee receive regular reports from the

Internal Audit function as well as those from

the external auditors. There are formal policies

and procedures in place to ensure the integrity

and accuracy of the accounting records of the

Group and to safeguard its assets;

Staff policies: there are formal policies of the

Group in place in relation to anti-bribery and

corruption, anti-slavery and whistleblowing

policies in relation to reporting of any

suspected wrongdoing or malpractice. Those

policies are reviewed and updated by the

Group as required from time to time. The

Board and the Audit & Risk Committee have

carried out a review of the effectiveness of

the system of internal controls during the year

ended 29 March 2025 and for the period up to

the date of approving the Annual Report and

financial statements.

Information on the key risks and uncertainties

of the Group are set out on pages 22 to 28.

Regulatory framework

Shares in the Company are dematerialised

and held through an EU member state central

securities depositary.

The Articles of Association of the Company

require continued adherence to the UK City

Code on Takeovers and Mergers (the “City

Code”) and the Luxembourg Law of 19 May

2006 on takeovers which contain squeeze-out

and sell-out rights of minority shareholders.

Division of responsibilities

There is a clear division of the roles and responsibilities between

the Chair and the CEO and no individual has unrestricted powers

of decision making.

Chair’s key responsibilities:

Tiffany Hall, as the Chair of the Board, is responsible for leading the

Board and ensuring its effectiveness, setting its agenda and high

standards of corporate governance. The Chair facilitates the contribution

of the Non-Executive Directors and constructive relations between them

and the Executive Directors.

Chief Executive’s key responsibilities:

At the date of this report, Mike Schmidt, Interim CEO and CFO,

is responsible for the day-to-day management of the Group and

implementation of strategy approved by the Board and other Board

decisions. His role is supported by the senior executive management

teams in each of the Group’s businesses.

Board composition at 3 June 2025

Balance of the Board

Chair

Executive Director

Independent Non-Executive Directors

Board diversity by gender

Male 43%

Female 57%

Non-Executive Directors’ tenure

Less than 3 years 67%

3+ years 33%

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Corporate Governance report continued

Shareholder relations

The Board recognises that good communication

is key to maintaining shareholder relations.

The Company has a senior investor relations

professional to act as the first point of contact with

shareholders. Meetings and calls are regularly

held with institutional investors and analysts in

order to provide the best quality information to

the market.

The formal reporting of our full year results

will be a combination of webcasts, in-person

presentations, one-to-one virtual meetings and

conference calls. The Board members, including

the Chair, the Senior Independent Director and

each of the other Non-Executive Directors, are

available to meet with major shareholders where

they wish to raise issues outside of the above

environments.

The Company will also communicate with its

shareholders through the AGM on 22 July

2025, at which an account of the progress of

our businesses over the past year will be given

with the opportunity for shareholders to raise

any questions.

The Company holds conference calls and

one-to-one virtual meetings where practical

in accordance with market practice generally

during the course of each financial year with

bondholders.

The Company’s corporate website at

www.bandmretail.com is regularly updated

with our releases to the market and other

information and includes a copy of this

Annual Report and financial statements.

Other disclosures

Where information is applicable under

Listing Rule 6.6 in relation to the Group, the

independence statement can be found on

page 95 of this report.

Disclosures under DTR 7.2.6R with regard to

share capital are set out in the sections headed

“Share capital”, “Shareholders” and “Section (a)

Share capital structure”, in the Directors’ report

and business review on pages 93 to 97.

Tiffany Hall

Chair

3 June 2025

Reporting on gender identity or sex as at 31 March 2025

Number of

board members

Percentage

of the board

Number of

senior positions

on the board

(CEO, CFO, SID

and chair)

Number in

executive

management

Percentage

of executive

management

Men 4 50% 3 9 90%

Women 4 50% 1 1 10%

Not specified/prefer not to say – – – – –

Reporting on ethnic background as at 31 March 2025

Number of

board members

Percentage

of the board

Number of

senior positions

on the board

(CEO, CFO, SID

and chair)

Number in

executive

management

Percentage

of executive

management

White British or other White (including minority-white groups) 7 87.5% 4 9 90%

Mixed/Multiple ethnic groups – – – – –

Asian/Asian British – – – 1 10%

Black/African/Caribbean/Black British – – – – –

Other ethnic group 1 12.5% – – –

Not specified/prefer not to say – – – – –

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Financial StatementsCorporate GovernanceStrategic Report

Dear Shareholder,

During the financial year, the Audit & Risk

Committee (the “Committee”) has continued

to carry out a key role within the Group’s

governance framework, supporting the Board

in risk management, internal control and

financial reporting.

The Committee exercises oversight of the

Group’s financial policies and reporting.

It monitors the integrity of the financial

statements and reviews and considers

significant financial and accounting estimates

and judgements. The Committee satisfies itself

that the disclosures in the financial statements

about these estimates and judgements are

appropriate and obtains from the external

auditor an independent view of the key

disclosure issues and financial statement risks.

In relation to risks and controls, the Committee

ensures that these have been identified

and that appropriate responsibilities and

accountabilities have been set.

A key responsibility of the Committee is to

review the scope of work undertaken by the

internal and external auditors and to consider

their effectiveness.

The Committee has also considered the

narrative in the Strategic Report and believes

that sufficient information has been provided

to give shareholders a fair, balanced and

understandable account of the Group’s

business.

During the year, the Committee again oversaw

the process used by the Board to assess the

viability of the Group, the stress testing of key

trading assumptions and the preparation of

the Viability Statement, which is set out on

page 29, in the Principal risks and uncertainties

section of the Strategic Report.

The Committee has continued to monitor

related party transactions and has monitored

the Group’s compliance with the Groceries

Supply Code of Practice (“Groceries Code”).

In addition, the Committee has implemented

work to identify and assess any mitigating risks

related to Criminal Corporate Offence including

a structured approach taken to ensure that all

Associated Persons are adequately trained

and that robust risk management practices

are in place.

The UK Corporate Governance Code project

aims to enhance corporate governance

practices within our organisation in alignment

with the latest regulatory requirements and

industry best practices. The project focuses on

assessing our current governance framework,

identifying areas for improvement, and

implementing changes to ensure compliance

with the UK Corporate Governance Code.

Further information on the Committee’s

responsibilities and the manner in which they

have been discharged is set out below.

Going forward, I shall ensure that the

Committee continues its focus on assessing

the resilience of the risk management and

internal control processes. In addition, to

acknowledge and embrace the Committee’s

role of protecting the interests of shareholders

as regards the integrity of published financial

information and the effectiveness of audit.

The Committee continues to monitor the

outcome of the consultations on the UK

Government’s proposals to restore trust in

audit and corporate governance.

I am available to speak with shareholders at

any time and will also be available at the AGM

on 22 July 2025 to answer any questions you

may have on this report.

I would like to thank my colleagues on the

Committee for their continued help and

support during the year.

Oliver Tant

Chair of the Audit & Risk Committee

3 June 2025

The Committee has oversight

of the external financial

reporting of the Group,

risk management and

mitigation processes, the

internal control framework

and the effectiveness of

internal and external audit.

Oliver Tant

Chair of the Audit & Risk Committee

Audit & Risk Committee report

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Committee composition

Throughout FY25 the Committee comprised

three members, each of whom is an

Independent Non-Executive Director of

the Company. Two members constitutes a

quorum. The Committee must include one

financially qualified member with recent

and relevant financial experience. Each of

the Committee Chair and Paula MacKenzie

fulfil that requirement. All members are

expected to understand financial reporting, the

Group’s internal control environment, relevant

corporate legislation, the roles and functions of

internal and external audit and the regulatory

framework of the business. As reflected in the

biographical summaries on pages 60 and 61,

all members of the Committee have significant

experience of working in or with companies in

the retail and consumer goods sectors and, as

such, the Audit & Risk Committee as a whole

has competence relevant to the retail sector.

During FY25, the members of the Committee

were Oliver Tant, Paula MacKenzie and Nadia

Shouraboura

. Details of Committee meetings

and attendance are set out on page 62 of the

Corporate Governance report. The timing of

Committee meetings is set to accommodate the

dates of release of financial information and the

approval of the scope and reviews of outputs

from work programmes executed by the internal

and external auditors. In addition to scheduled

meetings, the Chair of the Committee has had

many discussions with the CFO and the internal

and external auditors during the course of

the year.

Although not members of the Committee,

Mike Schmidt in his capacity as CFO, Alex

Simpson (General Counsel), Peter Waterhouse

(B&M Finance Director) and representatives

from the internal and external auditors

attended Committee meetings. The Chair of

the Board and the CEO have also attended

all Committee meetings upon the invitation

of the Chair of the Committee.

Responsibilities

The responsibilities of the Committee, as

delegated by the Board, are set out in its terms

of reference which are available on the Group’s

corporate website. They include the following:

• reviewing the integrity of the financial

statements, price sensitive financial

releases of the Group and the significant

financial judgements and estimates

relating thereto;

• monitoring the scope of work, quality,

effectiveness and independence of the

external auditors and approving their

appointment, reappointment and fees;

• monitoring and reviewing the

independence and activities of the Internal

Audit function;

• assisting the Board with the development

and execution of a risk management

strategy, risk policies and current risk

exposures, including the maintenance of

the Group’s risk register;

• keeping under review the adequacy

and effectiveness of the Group’s internal

financial controls and internal control and

risk management systems;

• making recommendations to the Board in

relation to the appointment of the external

auditor; and

• maintaining effective oversight of

compliance by our UK businesses with the

Groceries Code.

Committee activities in FY25

In discharging its oversight of the matters

referred to in the introductory letter to this

report and as set out below, the Committee

was assisted by management, the Group’s

General Counsel and the internal and external

auditors.

The recurring work of the Committee

The Committee considered the following

matters during the year:

• consideration of the Annual Report and

Financial Statements of the Group;

• consideration of the interim results report

and non-statutory financial statements of

the Group for the half year;

• consideration of regulatory news service

announcements by the Company;

• consideration of significant areas of

accounting estimation or judgement;

• consideration of the significant risks

included in the Annual Report and of the

risk management processes applied

including satisfying itself that those

processes are rigorous and that the risks

emerging are appropriately disclosed;

• consideration of fraud risks and the controls

in place to detect any occurrences;

• approval of the external auditors terms of

engagement, audit plan and fees;

• review of the effectiveness and

independence of the external auditors;

• review of the going concern and viability

statements;

• approval of the internal audit plan; and

• reports of the UK businesses of the Group

regarding compliance with the Groceries

Code and the annual compliance report to

be filed with regulatory bodies.

Accounting matters

The Committee considered the following

accounting matters during the year:

• the methodology and assumptions applied

by the Group to the value of inventory;

• the relative of prominence of IFRS figures

and other financial metrics;

• accounting practices in relation to

warehouse dilapidations liabilities;

• goodwill impairment in relation to each of

the companies in the Group;

• hedge accounting; and

• preparations for upcoming changes to UK

Corporate Governance legislation.

The Group’s performance measures

continue to include some measures which

are not defined or specified under IFRS. The

Committee has considered presentation of

these additional measures in the context of the

Guidance issued by the European Securities

and Markets Authority and the Financial

Reporting Council in relation to the use of

Alternative Performance Measures (“APMs”),

challenge from the external auditor, and the

requirement that such measures provide

meaningful insight for shareholders into the

results and financial position of the Group

and that the APMs support understanding

of the financial statements. These APMs are

described in Note 1 of the financial statements

and a reconciliation of the APMs to the

equivalent IFRS measures is provided in Note 3.

In considering the accounting matters referred

to above the Committee had regard to papers

and reports prepared by the Group’s finance

department and the external auditors and

the explanations and disclosures made in

the Group’s consolidated statements. The

Committee also considered the significance

of these accounting matters in the context of

the Group’s consolidated financial statements

and their impact on the Group’s consolidated

statement of comprehensive income and the

consolidated statement of financial position.

Audit & Risk Committee report continued

1. On 29 May 2024, Nadia Shouraboura joined the

Committee bringing membership to a total of four

members. Following the retirement of Ron McMillan,

on 23 July 2024, the membership of the Committee

reverted to three members.

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Financial StatementsCorporate GovernanceStrategic Report

The meetings at which the following matters were considered are set out below:

September

2024

November

2024

January

2025

March

2025

May

2025

External Audit

Audit reports on preliminary results and Annual Report FY25 •

Audit report on the Group’s interim results FY25 •

External audit plan and strategy • •

External auditor’s effectiveness/independence and quality of audit •

Non-audit services provided by the external auditor •

Audit tender process • • •

Accounting matters

Selection and presentation of Alternative Performance Measures • • •

Relative prominence of non-IFRS measures • •

Specific consideration of hedge accounting risk • •

Goodwill impairment testing • •

Preparations for upcoming changes to UK Corporate Governance legislation •

Management response to control matters raised • • •

Specific accounting treatment of Director Settlement Agreement • •

Other matters

Review of the internal controls framework to prevent fraud •

Review of the corporate risk register and risks included in the Annual Report •

Review of related party transactions (associated companies) • •

Year-end final review of related party transactions (store leases) •

Review of Groceries Code compliance and complaints • • • •

Review of going concern and viability for FY25 and FY26 • •

Overseeing preparation for EU ESG Directives •

Review of Compliance policies and procedures •

Internal Audit

Internal Audit annual evaluation •

Internal Audit work plans, reports and updates • • • • •

B&M UK

Accounts payable invoice payment process (goods for resale) •

Colleague discount •

Colleague expense claims & concur authorisation •

Company cars, pool cars & personal mileage •

Company credit cards •

Corporate criminal offence •

Distribution centre fire safety •

Distribution centre fire safety follow-up •

Fixed asset register •

FMCG de-lists follow-up •

Improper company car disposal •

Major incidents •

Product recalls •

Refunds at stores •

Risk register mitigations •

Store rates •

Store rent •

Store service charges •

Supplier income •

Supply chain (Multi-Lines) •

Third party website – employment reviews •

Heron Foods

Colleague discount •

Expenses •

Store stock count attendance •

Warehouse picking •

B&M France

Payroll •

Profit protection •

Store standards assessment process •

Store stock count attendance •

B&M European Value Retail S.A.

Annual Report and Accounts 2025

IT systems and business continuity

The success of the business relies on the

development and operation of IT systems which

are efficient and effective. In addition, the integrity

and security of the IT systems are vital from a

commercial standpoint. IT systems, cyber security

and business continuity are acknowledged as

being significant risks and the risk mitigations

and key actions in FY25 are set out in the

principal risk and uncertainties section of this

Annual Report on pages 22 to 28. Significant

investment in new IT systems has strengthened

our IT Infrastructure making it more resilient and

effective.

Regulation

The Group operates within a fast-moving and

increasingly regulated marketplace and is

challenged by regulatory requirements across

the board, including those controlling bribery

and corruption, the importation of goods, data

protection and health and safety. This creates

risk to the organisation as non-compliance can

lead to financial penalties and reputational

damage in respect of customers, employees,

suppliers and stakeholders.

The Committee has received regular updates

on the work of the Compliance Team including

establishing a comprehensive regulatory

compliance framework defining roles and

responsibilities, creating an inventory of laws, and

developing processes for monitoring compliance.

In addition, the launch of a centralised platform

accessible to all B&M Group employees, providing

access to company policies, procedures, forms,

training materials, and upcoming laws and

regulations for B&M UK, Heron Foods and B&M

France. The team drafted, reviewed, and signed

off all Group corporate policies, focusing on

privacy, product lifecycle, import/export, product

safety and pricing making these easily accessible

to all employees and simplifying numerous

documents to 15 corporate policy documents and

17 supporting procedures and FAQs. Interactive

training solutions to ensure all colleagues receive

and complete mandatory compliance training for

Anti Bribery and Corruption, Privacy, Data Access

requests and Dawn Raids were implemented

and a Compliance Risk Register enabling

strategic planning and implementation of risk

management actions.

As a standing agenda item at each of its

meetings, the Committee considered and

reviewed B&M and Heron Foods’ compliance with

the Groceries Code. The Chair of the Committee

also meets the Groceries Code Adjudicator each

year and reviews feedback on the Company’s

Compliance with the Groceries Code. After the

year end the Committee also reviewed the annual

compliance report of B&M and Heron Foods in

relation to the Groceries Code and approved

it for submission to the regulatory bodies in

accordance with The Groceries (Supply Chain

Practices) Market Investigation Order 2009.

Related party transactions

There is an established process for the

consideration and review of related party store

lease and freehold acquisition transactions of

the Group with the Arora Family. Details of that

process are set out on pages 64 and 65 of the

Corporate Governance report.

The Committee reviews and monitors for the Board

the overall total number of related party store

leases and rents of the Group with those related

parties during the course of the year, with a view to

assessing any potentially material increases in the

proportion of those store leases or rents compared

with the overall store estate and rent roll.

Internal control and risk management

The Board has overall responsibility for ensuring

that the Group maintains a sound system of

internal controls. There are inherent limitations

in any system of internal controls and no system

can provide absolute assurance against material

misstatements, loss or failure. Equally, no system

can guarantee elimination of the risk of failure

to meet the objectives of the business. Against

that background, the Committee has helped

the Board develop and maintain an approach

to risk management which incorporates the

framework within which risk is managed and the

responsibilities and procedures pertaining to the

application of the policy.

The Group is proactive in ensuring that corporate

and operational risks are identified and managed.

A corporate risk register is maintained which details:

1. the risks and the impact they may have;

2. actions to mitigate risks;

3. risk scores to highlight the implications of

occurrence;

4. ownership of risks; and

5. target dates for actions to mitigate risks.

A description of the principal risks and

uncertainties is set out on pages 22 to 29.

The Board has confirmed that it has carried out

a robust assessment of the principal risks and

uncertainties facing the Group, including emerging

risks and those which threaten its business model,

future performance, solvency or liquidity.

The Committee recommends to the Board that

the processes undertaken by the Committee

are appropriately robust and effective and in

compliance with the guidelines issued by the FRC.

During the year, the Board has not been advised

by the Committee nor has it identified itself, any

failings, frauds, or weaknesses in internal control

which it has determined to be material in the

context of the financial statements.

The Committee continues to believe that

appropriate controls are in place throughout the

Group, and that the Group has a well-defined

organisational structure with clear lines of

responsibility and a comprehensive financial

reporting system. The Committee also believes

that the Company complies with the FRC

guidance on Risk Management, Internal Control

and related Financial Business Reporting.

Furthermore, the Internal Audit function has carried

out an assessment of the effectiveness of actions

taken by management to mitigate significant risks

and this has been reviewed by the Committee.

Reviewing the draft interim and

annual reports

The Committee considered in particular the

following:

• the accounting principles, policies and

practices adopted and the adequacy of

related disclosures in the reports;

• the significant accounting issues, estimates

and judgements of management in relation to

financial reporting;

• whether any significant adjustments were

required as a result of the audit;

• compliance with statutory tax obligations and

the Group’s tax policy;

• whether the information set out in the Strategic

Report was balanced, comprehensive, clear

and concise and covered both positive and

negative aspects of performance; and

• whether the use of alternative performance

measures obscured IFRS measures.

Going concern and financial viability

The Committee reviewed the appropriateness of

adopting the going concern basis of accounting in

preparing the financial statements and assessed

whether the business was viable in accordance

with the Code. The assessment included a review

of the principal risks including emerging risks

facing the Group, their financial impact, how

they are managed, the availability of finance

and the appropriate period for assessment. The

Committee also ensured that the assumptions

underpinning forecasts were stress tested.

During the year, in November 2024, the Group

issued new corporate bonds of £250m maturing in

November 2031. These bonds were issued to raise

funds to cover the repayment of the remaining

£156m of outstanding bonds which mature in July

2025 and to cover the continued growth of the

business. The £156m will be repaid in full in July

2025, with the funds required for this now ring-

fenced in a high interest earning account until that

date. In March 2025, The Group also enacted the

final one-year extension to our Group term loan

and revolving credit facility, until March 2030.

As a result, the Committee is satisfied that the

going concern basis of accounting is appropriate

and the Group is viable over its assessment

period. Further information is included within the

Group’s Viability Statement on page 29.

Fair, balanced and understandable

The Committee considered whether the 2025

Annual Report is fair, balanced and understandable

Audit & Risk Committee report continued

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Financial StatementsCorporate GovernanceStrategic Report

and whether it provides the necessary information

to shareholders to assess the Group’s position,

performance, business model and strategy. The

Committee considered management’s assessment

of items included in the financial statements and

the prominence given to them. The Committee and

subsequently the Board were satisfied that, taken

as a whole, the 2025 Annual Report and Accounts

are fair, balanced and understandable.

External auditors

KPMG Audit S.à r.l. (“KPMG”) have been the Group’s

external auditors for 10 years and, as indicated in

the Annual Report and Accounts for 2024, a formal

tender process was carried out in the current year

to appoint new auditors. Three firms were invited

to tender and following a thorough process, the

Board has recommended the re-appointment of

KPMG as external auditors. The re-appointment

of KPMG as the Group’s Independent Auditors for

FY26 will be put to shareholders at the AGM on

22 July 2025.

Audit independence

The Committee sought and was provided

with assurance from the Audit Engagement

partners that they and all members of KPMG’s

staff engaged in the audit had confirmed that

they and their dependents were independent

and that KPMG as a firm was independent.

Audit quality

The Committee assessed the quality of KPMG’s

audit in a number of ways and was the main

criteria against which those audit firms tendering

for appointment as external auditor were

assessed. As part of the audit tender process the

Committee were able to assess against principal

alternatives, noting the standards available from

other leading audit firms. The tender review

concluded that KPMG were operating at a level

equal to or in excess of the standards offered

by alternative audit providers with a suitable

approach to audit activity that reflected their deep

understanding of the business.

1. the Committee met with the senior members

of the KPMG audit team during the year

and discussed the planning, execution and

reporting of audit work and findings. All senior

members of the KPMG team contributed to

these meetings;

2. in conjunction with the CFO and senior

members of the finance team, the Committee

discussed and assessed KPMG’s approach

to the execution of and reporting of their audit

and related findings; and

3. the Committee considered the matters set out

in KPMG’s 2024 Transparency Report, dealing

with audit quality monitoring and remediation.

It considered the results of internal and

external engagement reviews and the steps

being taken by KPMG to address findings.

Within KPMG, audit quality is monitored at a

global level and at an engagement level with

all engagement partners being reviewed at

least once in a three-year cycle.

In reviewing KPMG Luxembourg’s 2024

Transparency Report, the Committee noted

the firm’s commitment to delivering the right

standards of governance, culture, quality

and risk management. The Committee also

discussed with the auditors the KPMG UK 2024

Transparency Report which is available online.

The Committee recognised that the majority of

the audits inspected continue to not require more

than limited improvements and that over a three

year period KPMG’s results remained in line with

their peers whilst they continue to invest with no

complacency in regards to their audit quality.

In relation to the Group’s audit, the Committee

has reviewed the performance of KPMG with

input from management, the Group’s Finance

and Internal Audit functions and the General

Counsel. The conclusions reached were that

KPMG has continued to perform the external

audit in a very professional and efficient

manner and it is, therefore, the Committee’s

recommendation that the reappointment of

KPMG be put to shareholders at the AGM on

22 July 2025.

The Committee reviewed the reports prepared

by KPMG on key audit findings as well as

the recommendations made by KPMG to

improve processes and controls together

with management’s responses to those

recommendations. Management has committed

to making appropriate changes in controls in the

areas highlighted by KPMG.

The Committee considered in detail KPMG’s audit

planning documentation and satisfied itself that

the audit work to be carried out by KPMG covered

all significant aspects of the Annual Report and

Accounts. There were no areas which the Audit &

Risk Committee asked KPMG to look at specifically.

KPMG’s report to the Audit & Risk Committee at

the conclusion of the audit confirmed that the audit

had been carried out as set out in the planning

documentation and the Audit & Risk Committee

considered the findings of KPMG as reflected in

their audit opinion and their year end report to

the Board. KPMG’s audit opinion sets out the key

matters that, in their professional judgement,

were of most significance in their audit. These are

consistent with the key matters considered and

agreed with the Audit & Risk Committee when the

audit was planned. KPMG’s opinion describes

how these matters were addressed in the audit

and the scope and nature of their work reflects the

thoroughness of their approach and the degree of

scepticism applied.

Non-audit work

The Board’s policy in relation to the auditors

undertaking non-audit services is that they are

subject to tender processes with the allocation

of work being done on the basis of competence,

cost effectiveness, regulatory requirements,

potential conflicts of interests and knowledge of

the Group’s business. Fees for new audit work

must be approved by the Committee in advance.

KPMG were paid £1,383,000 during the year

in relation to audit work and £126,000 in

relation to work associated with audit-related

assurance services. Fees for other services

provided by KPMG were £129,000 which

principally related to other assurance services.

The Committee is mindful of the attitude

investors have to the auditors performing

non-audit services. The Committee monitors

the appointment of the auditors for non-audit

services with a view to ensuring that non-audit

services do not compromise the objectivity and

independence of the auditors. The Committee

will continue to ensure that fees for non-audit

services will not exceed 70% of aggregate

audit fees measured over a three-year period.

Critical judgements

Critical judgements and key sources of

estimation uncertainty are set out on page 118 of

the Annual Report. These relate to investments

in associates and hedge accounting.

Internal audit

The Group Internal Audit function has a direct

reporting line to the Committee and they were

represented at all Committee meeting discussions

throughout the year. During the year, the Group

Internal Audit team undertook a programme of

work which was discussed with and agreed by

both management and the Committee, and which

was designed to address both risk management

and areas of potential financial loss.

During the year, the Committee received reports

from the Internal Audit function as set out on

page 71.

In relation to each of the areas covered, Internal

Audit made recommendations for improvements,

all of which were agreed by management and

either have been or are being implemented. Where

areas requiring improvement have been identified,

the Committee has satisfied itself that processes

are in place to ensure that the necessary action is

taken and that progress is monitored.

The Committee has evaluated the performance of

Internal Audit and has concluded that it provides

constructive challenge to management and

demonstrates a constructive and commercial view

of the business.

Committee performance

The performance of the Committee will be reviewed

during the year as part of a broader Board

effectiveness review conducted internally and led by

the Chair of the Board, as described on page 66.

Oliver Tant

Chair of the Audit & Risk Committee

3 June 2025

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Nomination Committee report

Dear Shareholder,

The Nomination Committee’s report for the

year ended 31 March 2025 is set out below.

Committee composition, responsibilities

and effectiveness

The members of the Committee during

the year were Peter Bamford (Chair of the

Committee until 23 July 2024), Tiffany Hall

(Chair of the Committee on conclusion of the

AGM on 23 July 2024, and each of the five

Non-Executive Directors being Ron McMillan

(until his retirement from the Board on 23 July

2024), Paula MacKenzie, Oliver Tant, Hounaïda

Lasry, Nadia Shouraboura (following her

appointment on 29 May 2024) and Euan

Sutherland (following his appointment on

20 January 2025). Although not a member

of the Committee, the General Counsel also

attended each of the Committee’s meetings

during the year.

Details of Committee meetings, and

attendance, are set out on page 62 of the

Corporate Governance report.

The Committee has responsibility for reviewing

the structure, size and composition of the

Board, including the skills, knowledge,

experience and diversity of the Board. To

support the Committee’s considerations in

this regard, in FY25 the Committee arranged

a voluntary skills audit to be carried out by all

Board members. The results of that skills audit

are published on page 76, and this detail will

help inform future Board appointments and

potential training needs. Further details of the

responsibilities of the Committee are set out on

page 63 of the Corporate Governance report.

The Committee’s terms of reference are

also available on the Company’s website

at www.bandmretail.com.

Given recent changes to the composition of

the Board, it was considered appropriate to

delay the review of the effectiveness of the

Committee until next year as part of a broader

Board performance review to be conducted

internally and led by the Chair of the Board.

Committee activities

During the year the Committee was primarily

focused on succession planning for certain

key roles on the Board. Wider executive

development, retention, diversity and conflicts

of interest were also considered, each of which

are described in further detail below.

Board succession

In the period under review, the Committee, led

by the Chair, oversaw the process of identifying

and recommending the appointment of two

new Non-Executive Directors. The searches

were carried out by Russell Reynolds

Associates, who carried out preliminary

interviews to create a short list of candidates to

be considered by the Nomination Committee.

As a result of the process, Nadia Shouraboura

joined the Board on 29 May 2024 and Euan

Sutherland joined the Board on 20 January

2025 both as an Independent Non-Executive

Directors bringing relevant retail experience

which complements the rest of the Board.

The Committee ensures that a comprehensive

induction process is carried out with all new

Directors on their appointment to the Board.

The details of the induction process carried out

with Nadia and Euan are set out on page 66.

Peter Bamford retired at the AGM in July

2024 and, acting in my capacity as Senior

Independent Director, I was appointed

by the Nomination Committee to lead the

recruitment process. Executive search firm,

Russell Reynolds Associates was appointed

who created a shortlist of external candidates

for interview in consultation with the

Nomination Committee. In addition to the

external candidates, I was approached for

consideration and confirmed my willingness to

be considered for the role of Chair. Following

my confirmation of interest in the role of Chair,

the Chair recruitment process was led by Ron

McMillan. Following careful consideration of

all the candidates, the Nomination Committee

recommended my appointment to the role of

Chair which was subsequently approved by

the Board.

Oliver Tant succeeded me as Senior

Independent Director following my

appointment as Chair. Oliver has served on the

Board for almost three years and as Chair of

the Audit and Risk Committee since July 2023.

Oliver has a wealth of public company board

experience including formerly Redrow plc and

current Chair of the Audit Board at Mazars

LLP. Hounaïda Lasry succeeded me as Chair

of the Remuneration Committee and Paula

MacKenzie succeeded me as Designated

Non-Executive for Workforce Engagement.

Alex Russo retired as Chief Executive Officer

at the end of April 2025 and the Committee,

led by the Chair has overseen the process of

identifying and recommending a new Chief

Executive Officer. A thorough search was

conducted by Russell Reynolds Associates and

the MBS Group and resulted in Tjeerd Jegen’s

Tiffany Hall

Chair of the Nomination Committee

3 June 2025

The Nomination Committee

has responsibility for regularly

reviewing the structure, size and

composition, and diversity of the

Board. It also reviews the leadership

and senior management needs

of the Group, with the aim of

ensuring the continued ability

of the Group to compete

effectively in the marketplace.

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Financial StatementsCorporate GovernanceStrategic Report

appointment as Chief Executive Officer in early

FY26. Tjeerd was the standout candidate in this

process bringing over 25 years of international

retail leadership experience across FMCG,

general merchandise and value sectors.

Board diversity

Throughout the year, the Committee has

continued to develop its succession planning

in relation to both executive and non-

executive roles. In particular, the Committee

has continued to review the Group’s diversity

in relation to the Board and at other levels

of senior management in the business to

ensure the right mix of skills and experience

for the Group to be managed effectively for its

long-term success. To support consideration

of the mix of skills and diversity on the Board, a

voluntary skills audit was completed earlier in

the year. A copy of the results of that skills audit

are set out on page 76. As referred to on pages

64 and 65, the Group’s recruitment processes

and diversity policy, recognise the value which

a diverse board brings to its business.

The Committee is aware that the Listing

Rules require UK listed companies to report

information and disclose against targets on the

representation of women and ethnic minorities

on their boards, with the intention of making

it easier for investors to see the diversity of

their senior leadership teams. The rules apply

to premium listed companies and the period

under review in this report requires reporting

against the Listing Rules requirement.

We are proud that at the date of this report the

proportion of female Directors on the Board

now stands at 57% exceeding the Listing Rules

target of 40%.

As set out above, the Board appointed me

to the position of Chair from July 2024. This

satisfies the target that at least one of the

senior Board positions, Chair, CEO, CFO or

Senior Independent Director should be a

woman.

The Company has had continual ethnic

minority representation on its Board during the

period under review. Hounaïda Lasry meets

the Listing Rules requirement of at least one

member of the Board being from an ethnic

minority background. Hounaïda’s appointment

means the Board is compliant with this

requirement.

Page 68 sets out numerical information

on the diversity of the Board and executive

management by gender and ethnicity.

Further details of the Group’s ethnic and

gender diversity policies are set out on pages

64 and 65.

The total size of the Senior Management

Team (“SMT”), being senior management

reporting directly to the Board or the Executive

Committee, was almost unchanged over the

year (comprising 64 members as at 30 March

2024 and 66 members by 29 March 2025).

The Company hiring policy continues to set

a high bar for performance and potential

for new joiners, and it is normal that the

composition of the SMT, both from a gender

and ethnic diversity basis, may change from

time to time. There has been no change

in Company recruitment policies, which

continue to encourage applications from high

performing candidates, regardless of their

ethnicity or gender.

The percentage of female representation within

the SMT was 36.4% at the end of FY25 and

slightly below the Company’s target of 40%.

The percentage of ethnic minority representation

within the SMT was 1.52% at the end of FY25.

With reference to the Company’s voluntary

commitments following the Parker Review,

the Company has reviewed its policies and

procedures to help enable delivery of its

voluntary ethnicity target of 10% ethnic minority

representation within the SMT by the end of FY27.

In FY25 the Company collected data in respect

of diversity from its new starters. Colleagues

are encouraged to give their ethnic origin,

sexual orientation, religion, any disability

and gender in accordance with government

guidelines.

Data collection is performed on the basis

of voluntary self- reporting by the individual

concerned.

Wider executive team developments

The Committee has a role in reviewing the

senior management requirements of the

Group to ensure a strong management team

to support the growth and complexity of the

Group. Bobby Arora retired at the end of the

financial year after making an immense

contribution to B&M’s growth and success

over many years. Bobby has been succeeded

by Gareth Bilton who has over 25 years

experience at B&M and leads a strong and

experienced buying and merchandising team.

James Kew who has over 11 years experience

leading store operations in the business was

promoted to Director of Retail Operations and

Vianney Deregnaucourt was promoted to B&M

France Trading Director. Peter Waterhouse

(B&M Finance Director) was promoted to

membership of the Executive Committee.

The Committee received updates from both

the CEO and Group’s General Counsel in

relation to progress with planned recruitments

to the broader executive team throughout

the past year.

Retention of senior management

Senior executives are appropriately

incentivised through bonus and share option

arrangements and a package of market

competitive benefits.

Conflict of interests

The Committee requires any proposed

appointee to the Board to disclose any other

business interests that may result in a conflict

of interest, and to report any future business

interests that could result in a conflict of interest.

The Committee carried out the above process

on behalf of the Board in considering any

conflicts of interest of Non-Executive Directors

where they disclosed their intention to take

up other additional external appointments

during the year. The Committee is assisted by

the Group’s General Counsel who maintains

a register of external appointments of the

Company’s Board members and sectors

within which companies they are appointed

to operate.

Tiffany Hall

Chair of the Nomination Committee

3 June 2025

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Nomination Committee report continued

Priority Legend

Deep experience ✔✔ Some experience ✔ No experience –

Tiffany

Hall

Oliver

Tant

Paula

MacKenzie

Hounaïda

Lasry

Nadia

Shouraboura

Euan

Sutherland

Mike

Schmidt

Date joined Board Sep-2018 Nov-2022 Nov-2021 Sep-2023 May-2024 Jan-2025 Nov-2022

Skills & Experience

Retail

✔ ✔ ✔ ✔ ✔✔ ✔✔ ✔✔

Other multi site business

✔ ✔ ✔✔ ✔ ✔ ✔ ✔

Other consumer business

✔✔ ✔✔ ✔✔ ✔✔ ✔✔ ✔✔ ✔

Logistics

✔ ✔ ✔ ✔ ✔✔ ✔ ✔

Buying and Merchandising – –

✔ ✔ ✔✔ ✔

–

Property/Real Estate –

✔ ✔✔

– –

✔ ✔✔

Technology/IT

✔ ✔ ✔ ✔ ✔✔ ✔ ✔✔

Finance & Accounting

✔ ✔✔ ✔✔ ✔ ✔ ✔ ✔✔

Human Resources

✔✔ ✔ ✔ ✔

–

✔

–

Strategic Planning

✔✔ ✔✔ ✔✔ ✔✔ ✔✔ ✔✔ ✔✔

Legal, Compliance & Risk management

✔ ✔✔ ✔ ✔

–

✔ ✔

Government & Corporate Affairs

✔ ✔

–

✔

–

✔ ✔

Sustainability

✔ ✔

–

✔✔ ✔ ✔ ✔✔

Customer Insight

✔✔

–

✔✔ ✔✔ ✔✔ ✔ ✔

Marketing/PR/Advertising

✔✔

–

✔✔ ✔✔ ✔ ✔✔

–

Leadership

✔✔ ✔✔ ✔✔ ✔✔ ✔✔ ✔✔ ✔✔

NED experience

✔✔ ✔✔ ✔ ✔ ✔✔ ✔✔ ✔

France experience

✔ ✔

–

✔✔ ✔ ✔ ✔

Other international experience

USA,

Europe

USA, Canada,

Australia, Russia,

Middle East,

Morocco, Cuba,

Japan, Korea,

China, India

USA,

Middle East

Middle East,

Asia, Central and

Eastern Europe,

Western Europe

USA,

Australia, Europe,

Japan, China

USA,

Europe,

Asia

Netherlands,

Ireland (Europe)

Non-B&M Committee Membership

Audit

✔ ✔ ✔ ✔ ✔ ✔ ✔

Remuneration

✔ ✔ ✔ ✔ ✔

Other Nomination Nomination

Demographic Background

Gender

Male –

✔

– – –

✔ ✔

Female

✔

–

✔ ✔ ✔

– –

Non-Binary – – – – – – –

Ethnicity

African/Caribbean/Black British – – – – – – –

Asian/Asian British – – – – – – –

Mixed – – – – – – –

White

✔ ✔ ✔ ✔ ✔ ✔

Other – – – Arab – – –

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Financial StatementsCorporate GovernanceStrategic Report

Directors’ remuneration report

Annual statement by the Chair of

the Remuneration Committee

Dear Shareholder,

I am pleased to present the Company’s

remuneration report for 2024/25, which is my

first report since appointment as Chair of the

Remuneration Committee with effect from the

2024 AGM. I would like to thank my predecessor,

Tiffany Hall, on behalf of the Committee, for her

contribution as Senior Independent Director

and Chair of the Remuneration Committee prior

to her appointment as Non-Executive Chair on

23 July 2024.

This report contains:

• The Company’s Annual Report on

Remuneration on pages 80 to 92, which

details the remuneration paid to the

Directors in the 2024/25 financial year, and

which is subject to a shareholder advisory

vote at our 2025 AGM.

• A summary of the key elements of the

Directors’ Remuneration Policy on pages

90 to 92, as approved at the 2024 AGM.

The Committee was delighted to see strong

support at the 2024 AGM for our executive

remuneration arrangements, with the new

Directors’ Remuneration Policy and the

2023/24 Annual Report on Remuneration,

approved with over 96% of votes in favour of

them respectively.

Market overview and performance

This has been a challenging year for B&M in

a tough economic environment with many of

our customers continuing to face cost of living

pressures. UK LFL performance has been

below expectations this year in both B&M UK

and in Heron Foods. However, the new stores

in both the UK and France continue to perform

well driving overall sales of £5.6bn for the

Group, 3.7% growth versus last year. Gross

margin was robust and costs managed with

discipline resulted in a Group adjusted EBITDA

(pre-IFRS 16) of £620m, 0.6% above last year on

a 52-week comparable basis. Cash generation

was strong but free cash flow of £311m was

18.9% lower than last year due to increased

stock holding and higher finance costs. We

declared £300m as ordinary and special

dividends during the year (£348m in FY24).

Good progress was made against B&M

strategic priorities with investment in

distribution infrastructure in both the UK and

France to support future growth and the store

opening programme in UK and France is on

track. We have opened 45 B&M UK gross

new stores which are performing in line with

expectations and generating strong returns.

Continued progress is being made in France

with 11 gross new stores and Heron with 14

gross new stores opened during the year.

Gross margin was robust in B&M UK. Progress

is also being made on the redomicile process

in line with our plans, which will simplify

administrative processes and enable greater

flexibility in returning capital to shareholders.

Incentive outcomes for 2024/25

In determining the AIP and LTIP target

ranges the Committee took into the Board

approved budget, prior year achievement

and the wider economic environment. We

sought to ensure that the targets set were

appropriately stretching and aligned with

overall shareholder expectations balanced

with the need to ensure that the targets set are

‘fair’ to participants from an incentivisation and

motivational perspective. The performance

target range was set on a realistic basis

but requires exceptional outperformance

to achieve the maximum. The targets were

considered stretching in the context of the

high current operating margins, and for the

EPS element of the LTIP, increased financing

costs and the Group’s policy of returning cash

to shareholders through ordinary and special

dividends rather than share buybacks. At the

end of the performance period, one year for

the annual bonus and three years for the LTIP,

we assess the formulaic outcome of each

performance measure on a standalone basis.

The Committee then considers whether the

formulaic outcomes are fair in the context

of the Group’s performance and the wider

stakeholder experience.

The outcomes for the personal objectives

element of the AIP were 45% for Alex Russo

and 70% for Mike Schmidt with performance

and assessment detailed on pages 81 and

82. The formulaic outcome for the EBITDA

element of the Annual Incentive Plan (“AIP”) as

a percentage of the maximum for that element

was 41.7%. The Committee has discretion

to adjust the level of vesting of incentives if

it determines this to be appropriate. After

careful consideration and detailed discussions

on the appropriate level of bonus award,

taking into account the achievements of

the management team in the context of a

challenging environment and the broader

shareholder experience, the Committee

exercised downwards discretion to adjust the

EBITDA element of the AIP to 35% of maximum,

to take into account the broader shareholder

experience during the year.

The resulting AIP outcome as a percentage of

maximum was 37.5% for Alex Russo and 43.8%

for Mike Schmidt for the 2024/25 performance

year. 50% of the bonus earned is paid in cash

and 50% is deferred into shares for three years

which provides alignment with shareholder

interests. The Committee considered this to

be a fair result for the year, which effectively

balances all stakeholder interests.

B&M European Value Retail S.A.

Annual Report and Accounts 2025

The three-year performance period for the

2022-2025 Long-Term Incentive Plan (“LTIP”)

awards ended on 31 March 2025. The award

was subject to two performance conditions:

50% adjusted earnings per share (“EPS”);

and 50% relative total shareholder return

(“TSR”) against FTSE 350 retailers. B&M’s TSR

performance was below median resulting in

0% vesting of the TSR element. B&M’s adjusted

EPS was 34.5p relative to a threshold target

of 42p and resulted in 0% vesting of the EPS

element. As a result, the 2022-2025 LTIP

awards lapsed in full.

Changes to Directors

As announced on 24 February 2025, Alex

Russo retired as Group CEO and a Director of

the Company on 30 April 2025. Following an

extensive executive search process, Tjeerd

Jegen has been chosen by the Board as our

Group CEO. It is anticipated Tjeerd will be

appointed with effect from 16 June 2025. In the

intervening period, the Board has appointed

Mike Schmidt to act as interim CEO, alongside

his role as CFO.

Retirement Terms for Alex Russo

As Alex Russo served as Group CEO and

as a Director for the entirety of the 2024/25,

the remuneration he earned for 2024/25 is

disclosed in the single figure table on page 80.

Details of the remuneration payments made

or to be made to Alex Russo in connection

with his retirement are detailed on page 83.

These terms and his treatment as a good

leaver under the Company’s incentive plans

were the subject of careful consideration by

the Remuneration Committee and are in line

with his service agreement and the Company’s

Directors’ Remuneration Policy, which was

approved by shareholders at the 2024 AGM.

Alex will receive a payment in lieu of his notice

entitlement relating to salary and contractual

benefits. In line with best practice, payments

will be made monthly in instalments and

subject to mitigation. Alex is not eligible for an

annual bonus or LTIP in respect of 2025/26.

His outstanding deferred bonus awards were

retained and will vest on their usual vesting

dates with no acceleration. His outstanding

LTIP awards will vest on their usual vesting

dates, pro-rated for the period to the end of his

employment and tested for performance in the

usual way. The two-year holding period will

continue to apply to his LTIP awards. Full details

are provided on pages 82 and 83.

Appointment terms for Tjeerd Jegen

We are delighted Tjeerd Jegen will join

the Board as Group CEO. Tjeerd is a highly

talented international business leader

with in-depth retail experience gained

in Europe, Asia and Australasia across

grocery, general merchandise and discount

sectors. The selection process made clear

that his strategic insight, customer-centric

approach, and strong track record of driving

growth and transformation make him the

ideal person to drive forward the Group’s

success through great products, operational

excellence, and a strong customer focus. The

remuneration package for Tjeerd has been set

in accordance with the terms of the Company’s

Remuneration Policy. The Committee took into

account his skills and track record of success,

market reference data for an individual of

his experience as well as the importance of

securing the right person for the role. Details of

his remuneration package for 2024/25 are set

out in the table below.

Implementation of remuneration policy

for 2025/26

During the year the Committee reviewed the

base salary and remuneration package for

Mike Schmidt (CFO) in the context of market

positioning and his performance in role since

his appointment as CFO in October 2022.

Prior to joining B&M, Mike spent eight years

at DFS, the last three years of which were as

CFO. Mike joined B&M as CFO in October 2022

on a relatively modest salary of £450,000. In

November 2023, his salary was increased

by 4% to £468,000. Then in April 2024, it

was increased by 3% to his current salary of

£482,040 in line with increases for salaried

employees and below the real living wage

increase of 9.8%, which the majority of our

employees received in April 2024.

After two and a half years in role, Mike is now

at a stage where he has increased experience

and contribution in the CFO role. The

Committee was also mindful that following the

Group CEO succession, it is critical and aligned

with shareholder interests to retain Mike to

ensure stability and to support the transition to

a new Group CEO. After careful consideration

the Committee agreed to increase Mike’s

salary for 2025/2026 to £515,000 and

to increase his maximum annual bonus

opportunity from 150% of salary to 175% of

salary. These increases position Mike’s salary

The resulting operation of policy for 2025/26 will be as follows:

Element Implementation for 2024/25

Base salary • Alex Russo (CEO until 30 April 2025): £910,000 (No change given retirement on

30 April 2025).

• Mike Schmidt (CFO): Increase from £482,040 to £515,000 (+6.8%). As set out

above Mike will also receive a role-based allowance of £10,000 per month to

remunerate him fairly and commensurate with his additional responsibilities as

interim CEO alongside his role as CFO.

• Tjeerd Jegen (incoming CEO): £928,200 (pro-rated from 16 June 2025) (+2% on

Alex Russo’s base salary in line with the wider workforce).

Pension • 3% of salary less employer’s National Insurance contributions (“NICs”), in line

with the wider workforce.

AIP • Alex Russo (CEO): Not eligible for 2025/26.

• Mike Schmidt (CFO): Maximum opportunity increased from 150% of salary to

175% of salary.

• Tjeerd Jegen (incoming CEO): 250% of salary (pro-rated from 16th June 2025).

• 75% based on Group adjusted EBITDA and 25% based on strategic/personal

objectives for Mike Schmidt. Weighting of annual bonus metrics for incoming

CEO expected to be 50% based on Group adjusted EBITDA and 50% based

on strategic/personal objectives for 2024/25, to appropriately reflect areas in

which the Board would like him to particularly focus in his first year. For future

years, it is anticipated that the weighting of measures would be 75% financial

and 25% strategic/personal.

• 50% of any bonus earned will be deferred into shares for three years (subject to

interaction with shareholding guidelines).

LTIP • Alex Russo (CEO): Not eligible for 2025 LTIP award.

• Mike Schmidt (CFO): 175% of salary.

• Tjeerd Jegen (incoming CEO): 250% of salary.

• 50% based on adjusted EPS and 50% based on relative

TSR vs FTSE 350 retailers.

International

relocation

support

• Tjeerd Jegen (incoming CEO): Will be entitled to other benefits and international

relocation support in line with the B&M Remuneration Policy including:-

− a one-time relocation allowance of £300,000 (subject to tax and National

Insurance) repayable on a pro-rata basis in the event of termination (or

serving notice) due to resignation or dismissal for cause within two years of

commencing employment.

− for first three years of employment £50,000 per annum travel / disturbance

allowance (subject to tax and National Insurance).

Directors’ remuneration report continued

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Financial StatementsCorporate GovernanceStrategic Report

Role of the Remuneration Committee

The Committee has responsibility for

determining the Company’s policy on

remuneration of the Executive Directors and

the Chair, the first layer of senior management

of the Group below the Board and the Group’s

General Counsel. Its terms of reference are

reviewed annually, with changes made

to take account of corporate governance

developments and best practice.

Provision 41 (bullet 6) of the UK Corporate

Governance Code 2018, provides for the

Remuneration Committee to describe what

engagement with the workforce has taken

place to explain how executive remuneration

aligns with wider Company policy.

The Committee does not consult directly with

employees when reviewing levels of Executive

Directors’ remuneration but it takes account of

pay policies for the broader salaried workforce

when undertaking annual salary reviews for

the Executive Directors, as well as reviewing

policy and practices for employees when

determining remuneration policy for Executive

Directors.

The Committee’s terms of reference are

available on the Company’s website at

www.bandmretail.com.

Corporate Governance Code

The Committee is conscious of the Code’s

references to remuneration arrangements

being clear, simple, predictable, proportionate

and to take adequate account of risk while

being aligned to culture. These factors have

been considered and are felt to be satisfied

through:

• Clarity – the Company’s remuneration

policy and implementation of policy are

clearly disclosed each year in this report.

The Committee proactively engages with

shareholders and their representative

bodies as part of the triennial policy

renewal process and is available to discuss

matters at any other time;

• Simplicity – the Company operates a

simple pay model which encourages

superior performance, and only rewarding

sustained success achieved in a manner

consistent with the Board’s overall

objectives to deliver superior returns for our

shareholders. This is set by the operation of

a mix of absolute profit targets and relative

TSR assessed alongside stretching personal

objectives which recognise delivery against

defined goals. We will continue with this

approach for 2025/26 in line with the

approach for 2024/25;

• Risk – the overall policy offers reward

subject to the operation of suitably

stretching targets, which is consistent with

our business model as a value retailer.

We have again set stretching targets for

variable pay in 2025/26 in the context of

the business plan. Payments of variable

pay are subject to the Committee being

satisfied that the outcome is appropriate,

and all our variable pay plans include the

ability to operate malus and clawback

where necessary;

• Predictability – the Directors’ Remuneration

Policy includes a scenario chart showing

potential pay levels on various assumptions

and all awards are subject to maximum

grant levels as set out in the policy;

• Proportionality – the out-turn in respect

of variable pay is clearly set out in this

report and payments are contingent on

the strategic pillars of EBITDA, EPS, relative

TSR and personal objectives pre-set by the

Board. As indicated under “Risk” above, the

out-turn can be reduced as appropriate;

and

• Alignment to culture – the variable pay

plans are consistent with our focus on

performance and incentivisation down to

store and deputy store manager levels.

Luxembourg Law

The Luxembourg Law of 24 May 2011 on certain

rights of shareholders at general meetings

of listed companies (as amended by the

Law of 1 August 2019) which adopts the EU

Shareholders’ Directive 2017/828 on directors’

remuneration requires that the remuneration

policy of the Company be put to shareholders

to vote at least once every four years. However,

in accordance with the Company’s voluntary

policy since the IPO of putting the remuneration

policy to shareholders for voting on every

three-years, that practice will continue to

be followed, which will comply with the

Luxembourg Law.

The Annual Report on Remuneration has

been prepared to comply with the reporting

requirements of the Luxembourg Law on

directors’ remuneration referred to above.

The Company, as a Luxembourg registered

company, is not subject to the regulations

adopted in the UK in 2013 (and as amended)

for the reporting of executive remuneration.

However, in addition to the Luxembourg

Law reporting requirements, the Committee

considers the UK regulations to also be

reflective of best practice and helpful to

shareholders to maintain consistency with the

Company’s reporting in previous years while

also complying with the requirements of the

Luxembourg Law. The report has therefore

been prepared by the Company to follow the

practice (as in previous years) of also voluntarily

adopting the UK reporting regime where

practical.

as CFO just below median and his maximum

annual bonus and LTIP opportunities around

median compared to companies with a market

capitalisation of £2bn to £5bn.

For the period that Mike is acting as interim

CEO alongside his role as CFO, the Committee

determined that a role-based allowance of

£10,000 per month should be paid to Mike

to remunerate him fairly and commensurate

with his additional responsibilities as interim

CEO, as well as running the finance team. This

allowance is fixed and is not pensionable, nor

does it attract any bonus or LTIP opportunity.

The Committee has also agreed to reimburse

the costs of a driver and accommodation in

Liverpool to support with the extra workload.

The Committee is cognisant of the need to

evaluate whether the grant level of LTIP awards

is appropriate given the Company’s financial

and share price performance and investor

expectations to prevent excessive rewards

from windfall gains. The share price when the

2024 LTIP awards were granted was £4.55

compared to a share price as at end of April

2025 of circa £3.40. We also recognise the

importance of retaining and motivating our

management team to deliver our strategy and

compensating them appropriately relative

to our retail peers. We feel strongly that

growing the share price will require significant

performance and effort from management

to successfully drive improvements in

operational performance and to transform the

organisation, which should be rewarded. In the

context of the CEO succession, the Committee

believes that it is not in the best interests of

shareholders to reduce the size of the LTIP

grants. The Committee retains discretion to

review the level of payout award at the end of

the vesting period, and to scale back vesting

if, at that time, we consider that the outcome

does not align with the shareholder and wider

stakeholder experience during the period.

This includes if we consider in retrospect that

management benefited from a windfall gain.

Conclusion

I hope that you find the information in this

report helpful and informative, and that you

can support the decisions made this year

in relation to the implementation of our

remuneration policy for 2024/25 and how we

intend to operate our policy for 2025/26.

The Committee is keen to hear any feedback

on the information set out in this report. If any

questions or comments do arise then please

contact me, or alternatively I will be available at

the AGM to take any questions.

Hounaïda Lasry

Chair of the Remuneration Committee

3 June 2025

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Annual Report on

Remuneration

Implementation of remuneration policy

The Committee has operated the remuneration policy in accordance with the Directors’ Remuneration Policy which was approved by shareholders at

the Company’s AGM on 23 July 2024.

This section of the report sets out how the policy has been applied in the financial year 2024/25 and how the Policy will be applied in the financial

year 2025/26.

Single figure table of total remuneration of Executive Directors

The audited table below shows the aggregate remuneration of the Executive Directors of the Company during the financial year 2024/25.

Executive Directors Year

Salary

Benefits

Pension

Bonus

Long-term

incentives

Total

fixed pay

Total

variable pay

Alex Russo

(CEO)

2023/24 832,000 43,743 21,695 1,643,200 562,206 3,102,844 897,438 2,205,406

2024/25 908,500 64,864 24,228 853,125 – 1,850,717 997,592 853,125

Mike Schmidt

(CFO)

2023/24 468,000 40,209 12,203 675,675 – 1,196,087 520,412 675,675

2024/25 481,770 19,252 12,844 316,339 – 830,205 513,866 316,339

1. The 2023/24 year is for the 53 weeks ended 30 March 2024 and the 2024/25 year is for the 52 weeks ended 29 March 2025.

2. Benefits include company car/car allowance cash equivalent as a benefit in kind, fuel and running costs, critical illness insurance, healthcare insurance and life assurance. For

Alex Russo this also includes a £30,000 per annum accommodation allowance in recognition of the need for him to maintain a base in London and a base in the north of England

due to his focus on frequent store visits across the network.

3. Pensions include auto-enrolment pension employer contributions and a cash equivalent allowance to pension contribution entitlement less employer’s’ NICs.

4. 50% of the annual bonuses of the Executive Directors for 2024/25 being £426,562 for Alex Russo and £158,169 for Mike Schmidt, are payable in shares which are to be deferred

for a period of three-years from the date of grant.

5. For 2023/24 LTIP figures, the value has been trued up from the estimate provided in last year’s report to reflect the value after three years from grant (at which point it is no longer

subject to continued service) based on a share price of £4.544 on 3 August 2024 (three-month average share price to the year end of £5.328 used previously). As noted on page

82 the relative TSR and EPS performance conditions for the awards granted in 2022/23 were not met. Therefore, no LTIP awards vested in respect of the three-year performance

period ending in 2024/25.

The remuneration of the Executive Directors is paid by B&M Retail Limited, other than their long-term incentives. The reported figures include all such

amounts.

Base salaries

Alex Russo and Mike Schmidt’s salaries effective from 31 March 2024 were £910,000 and £482,040 respectively.

Pension

The pension amounts paid in the year represent amounts contributed to pension plans and cash supplements, adjusted for the cost of employer’s

NICs to the extent that provision is made as a cash supplement.

The pension benefits of the Executive Directors for 2024/25 were paid as salary supplements and were 3% of base salary (less employer’s NICs),

which is in line with the pension provision for UK salaried employees of the Group.

Directors’ remuneration report continued

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Financial StatementsCorporate GovernanceStrategic Report

AIP outcomes

Executive Directors’ bonus payments for 2024/25 are in line with the policy and the terms of the AIP.

75% of the maximum AIP opportunity related to the achievement of financial targets for 2024/25. The targets were based on Group adjusted EBITDA

performance as follows:

Group adjusted

EBITDA target*

% maximum

overall bonus

opportunity

Threshold £577.1m 18.75%

Target £641.2m 37.5%

Maximum £673.3m 75.0%

Actual £619.8m 41.7%

Outturn

capped at 35%

of maximum

for EBITDA

element

* There is a straight-line payout for achievement between threshold, target and maximum levels.

The remaining 25% of the AIP related to personal objectives. These objectives focused on a number of KPIs ranging from strategic, operational and

investor relations matters. The Committee assessed each objective against those criteria as explained below.

Alex Russo

Objectives Performance

1. Financial performance (30%)

− Meet or exceed LFL and Operating Cashflow targets

Not achieved – Below target LFL for B&M UK and Heron Foods. Cash

generation was strong but free cash flow was below last year.

2. New store openings (25%)

− 25% if exceeds targets on financial year openings

for the 3 businesses

Partially achieved – On target for B&M UK, below target for Heron

Foods, above target for B&M France.

3. Team and personal development (40%)

− Executive Committee succession plan in place, successful

onboarding of the new Chairman and continued improvement

on employee engagement

Partially achieved.

4. ESG (5%)

− Continue to implement strategy and deliver planned objectives

Fully achieved.

Total outcome for this element: 45% out of 100% (11.3% out of 25%)

Mike Schmidt

Objectives Performance

1. Financial performance (40%)

− Leverage ratio, EBITDA, Operating Cash Flow, effective year

end statutory audit and Annual Report preparation

Partially achieved – The CFO ensured the Group closed with a

leverage position on target and led an effective year end reporting

process. However, the Group’s EBITDA performance was below

budget and lower operating cashflow than targeted reflected

increased working capital levels to support stock availability.

2. Operational performance (40%)

− Cost and Capex controls on IT plan, execution of Cyber Security plan,

execution of ESG plan

Partially achieved – Although the CFO oversaw delivery of effective

IT, cybersecurity and ESG plans, delivery of some initiatives remains

underway.

3. Leadership Team Development (20%)

− Effective working relationship with CEO direct reports and

Board members, leadership further development in place

for Group Financial Controller

Fully achieved.

Total outcome for this element: 70% out of 100% (17.5% out of 25%)

B&M European Value Retail S.A.

Annual Report and Accounts 2025

The table below sets out the resulting bonuses earned, including the amounts deferred into shares for a three-year period:

Executive Director

Bonus maximum

as % salary

Bonus earned as

% maximum

Bonus earned

Of which paid

in cash

£ (50%)

Of which deferred

in shares

£ (50%)

Alex Russo 250% 37.5% £853,125 £426,563 £426,562

Mike Schmidt 150% 43.8% £316,339 £158,170 £158,169

As discussed in the Annual Statement by the Chair of the Remuneration Committee, after careful consideration and detailed discussions on the

appropriate level of bonus award, taking into account the achievements of the management team in the context of a challenging environment and

the broader shareholder experience, the Committee exercised downwards discretion to adjust the EBITDA element of the AIP to 35% of maximum,

to take into account the broader shareholder experience during the year. The Committee considered this to be a fair result for the year, which

effectively balances all stakeholder interests.

Long-term incentive outcome

The LTIP awards granted to Alex Russo and Mike Schmidt on 17 November 2022 had a combination of adjusted EPS and relative TSR conditions with

equal weighting. The performance period ended on 31 March 2025 and the outcomes are provided below.

Performance condition Weighting

Performance for

threshold vesting

(25%)

Performance for

maximum vesting

Actual

performance Vesting

Adjusted EPS 50% 42p 50p 34.5p 0%

Relative TSR vs FTSE 350 retailers

50% Median Upper quartile Below median 0%

Total 0%

1. Comparator group consists of the constituents of the FTSE General Retailers Index and the FTSE Food and Drug Retailers Index with some limited exclusions due to business fit.

LTIP awards granted during the financial year

LTIP awards in the form of nil-cost options were granted to Alex Russo and Mike Schmidt on 25 July 2024 as follows:

Executive Director Award size

Number

of awards

granted

Face value of

awards

Alex Russo 250% 499,890 2,274,631

Mike Schmidt 175% 185,359 843,569

1. The number of awards granted was based on a share price of £4.551, being the share price prior to the date of grant.

Awards vest after five years from grant following the expiry of a two-year holding period. Dividends accrue in respect of the awards over the period

from grant to vesting.

The performance conditions are measured over the three-year period to the end of 2026/27, and the targets were determined in the following way:

• We have set the adjusted post-IFRS 16 diluted EPS targets for 2026/27 taking into account management’s three-year plan, macro-economic

conditions and the impact of other relevant factors. Targets in previous years were pre-IFRS 16 so are not comparable. The targets are considered

stretching in the context of the high current operating margins, increased financing costs and the Group’s policy of returning cash to shareholders

through ordinary and special dividends rather than share buybacks. In addition, the increase in the rate of store openings depresses EPS over the

next 2 to 3 years due to increased depreciation and the accounting treatment of rents under IFRS 16.

• The relative TSR condition follows a market-standard approach, with no vesting below median performance and with maximum vesting for upper

quartile performance or above. This approach is consistent with the approach used for previous awards.

Directors’ remuneration report continued

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Financial StatementsCorporate GovernanceStrategic Report

The resulting performance conditions and targets are as follows:

Performance condition Weighting

Performance for

threshold vesting

(25%)

Performance

for maximum

vesting

Adjusted EPS

50% 38.3p 47.4p

Relative TSR vs FTSE 350 retailers

50% Median Upper quartile

1. There is scaled vesting between threshold and maximum, with an intermediate point. There is straight-line vesting between these three points. The intermediate point is

considered commercially sensitive at this time and will be disclosed at vesting in the relevant Directors’ remuneration report.

2. Consists of the selected constituents of the FTSE 350 General Retailers Index and the FTSE 350 Food and Drug Retailers Index.

A one-month average applies prior to the beginning and at the end of the performance period for the TSR condition and straight-line vesting occurs

between threshold and maximum levels of performance.

Deferred bonus awards granted during the financial year

A proportion of bonus earned by Executive Directors in respect of performance during 2023/24 was deferred into shares for a period of three-years

on 17 June 2024 as follows:

Executive Director

Value of deferred

bonus £

Number of

awards granted

Alex Russo £803,722 173,590

Mike Schmidt £330,485 71,379

1. The number of awards granted was based on a share price of £4.63, being the share price prior to the date of grant.

The awards are subject to continued service only.

Payments for loss of office

As announced on 24 February 2025, Alex Russo retired as Group Chief Executive and a Director of the Company on 30 April 2025. The remuneration

he received for 2024/25 is disclosed in the single figure table. Details of the remuneration payments made or to be made to Alex Russo in connection

with his retirement are set out below. These terms and his treatment as a good leaver under the Company’s incentive plans were the subject of

careful consideration by the Remuneration Committee and are in line with his service agreement and the Company’s Directors’ Remuneration Policy,

which was approved by shareholders at the 2024 AGM.

Salary and benefits: Salary, pension and benefits continued to be paid to Alex until 30 April 2025. He will receive a payment in lieu of his notice

entitlement relating to salary and contractual benefits. Payments will be made monthly in instalments and subject to mitigation should he find

alternative paid employment.

Annual bonus: Details of the 2024/25 bonus earned by Alex are set out on page 82. This bonus is payable 50% in cash and 50% deferred into shares

for a three-year period. Alex is not eligible for an annual bonus for 2025/26.

Deferred Bonus: His outstanding deferred bonus awards were retained and will vest on their usual vesting dates with no acceleration.

LTIP awards: His outstanding LTIP awards, granted in 2023 and 2024, will vest on their usual vesting dates, pro-rated for the period to 30 April 2025

and tested for performance in the usual way. As set out on page 82, the performance targets for the LTIP award granted in 2022 were not met.

The 2022 LTIP award therefore lapsed in full. The two-year holding period will continue to apply to his 2023 and 2024 LTIP awards.

Post-employment shareholding guideline: The Committee exercised discretion to vary the post-employment shareholding guideline in respect of

the 2021, 2022 and 2023 deferred bonus awards such that the awards will be released (and Alex Russo shall be allowed to sell) on the later of: (i) the

normal vesting date under the deferred bonus plan (i.e. three years from the date of grant) (ii) 30 April 2026; or (iii) following the announcement of the

Company’s full year results for the financial year ending 31 March 2026,provided (in the case of any of (i) to (iii)) Alex has not commenced or agreed to

commence an executive role prior to the release date The two year post-employment shareholding guideline will continue to apply to all other shares

acquired under the deferred bonus plan and LTIP.

Professional Costs: Alex Russo received a contribution of up to £15,000 (excluding VAT) towards legal fees incurred in connection with his departure.

He received no other remuneration payments or payments for loss of office as a consequence of stepping down from the Board.

No payments for loss of office were made during 2024/25.

Payments to past Directors

As disclosed the 2022/23 remuneration report, Simon Arora’s share awards will continue to subsist under the agreed leaver treatment, with vesting

at the usual time and subject to applicable performance pro-rating and time pro-rating.

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Remuneration of the Chair and Non-Executive Directors

The fees of the Chair are set by the Remuneration Committee. The fees of each of the Non-Executive Directors are set by the Board and take account

of Chairship of Board Committees and the time and responsibility of the roles of each of them. Non-Executive Directors are paid an annual fee only.

The fees paid for 2024/25 to the Chairman of the Board and each of the Non-Executive Directors were as follows:

Director

2024/25

Fee

2023/24

Fee

Peter Bamford (retired on 23 July 2024) 99,450 393,056

Tiffany Hall 325,664 103,538

Ron McMillan (retired on 23 July 2024) 21,533 79,641

Paula MacKenzie 73,222 67,486

Oliver Tant 101,988 80,373

Hounaïda Lasry 82,500 35,577

Nadia Shouraboura (appointed 29 May 2024) 58,555 –

Euan Sutherland (appointed on 20 January 2025) 13,411 –

The annual rates of fees paid during the year with effect from 31 March 2024 were as follows:

Role

Fee

Chair of the Board 419,268

Non-Executive Director base fee 69,511

Additional fee for chairing Audit & Risk Committee 18,746

Additional fee for chairing Remuneration Committee 18,746

Additional fee for Senior Independent Director 19,817

Additional fee for Director responsible for Workforce Engagement 5,356

Directors’ shareholding and share interests

Under the remuneration policy which operated during the year, the shareholding guideline for the Chief Executive Officer and Chief Financial Officer

is for a shareholding to be built up and maintained of 200% and 175% of base salary respectively. Where an Executive Director does not meet the

shareholding guideline, they are expected to retain 50% of all shares which vest under the deferred bonus and LTIP after allowing for tax.

The Committee reviews share ownership levels annually. Alex Russo joined the Board during the year 2020/21 and Mike Schmidt joined during the

year 2022/23. The Executive Directors are working towards their shareholding requirements.

The table below sets out the number of shares held or potentially held by Directors (including their connected persons or related parties where

relevant) as at the financial year ended 2024/25 (or the date of their stepping down from the Board if earlier).

Director

Shares held

beneficially

Unvested options

with performance

conditions

Unvested options

not subject to

performance

Vested but

unexercised

awards

Peter Bamford

5,000 – – –

Tiffany Hall 73,103 – – –

Alex Russo 9,653 914,521 488,458 –

Mike Schmidt 43,266 616,279 95,283 –

Ron McMillan

37,037 – – –

Paula MacKenzie – – – –

Oliver Tant 30,000 – – –

Hounaïda Lasry 7,000 – – –

Nadia Shouraboura – – – –

Euan Sutherland – – – –

1. Includes any shares held by connected persons or related parties.

2. LTIP awards in the form of nil cost options.

3. Deferred bonus awards, LTIP awards no longer subject to performance and buy-out awards in the form of nil cost options.

4. Figures shown for Peter Bamford and Ron McMillan are shown to the date of their stepping down from the Board, being 23 July 2024.

There have been no changes in the Directors’ interests in shares in the Company between the end of the 2024/25 financial year and the date of this report.

Directors’ remuneration report continued

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Financial StatementsCorporate GovernanceStrategic Report

Performance graph and pay table

The chart below illustrates the Company’s TSR performance against the performance of the FTSE 350 Index (excluding Investment Trusts) of which the

Company is a constituent over a ten-year period to 29 March 2025, based on an initial investment of £100.

Total shareholder return (rebased)

Source: Datastream

300

250

200

150

100

25 March

2023

29 March

2025

30 March

2024

26 March

2022

27 March

2021

28 March

2020

30 March

2019

31 March

2018

25 March

2017

26 March

2016

B&M European Value Retail S.A.

TSR – Value of a 100 unit investment made at

12 June 2014

FTSE 350 excluding Investment Trusts

28 March

2015

Remuneration of the CEO

The table below shows the remuneration of the CEO for each of the last ten financial years.

Total

remuneration

Bonus as a

% of max

LTIP as a

% of max

2015/16 – Simon Arora 601,638 0% N/A

2016/17 – Simon Arora 1,403,731 76.8% N/A

2017/18 – Simon Arora 1,376,482 68.6% N/A

2018/19 – Simon Arora 1,204,983 46.0% N/A

2019/20 – Simon Arora 1,213,194 42.6% N/A

2020/21 – Simon Arora 3,710,905 98.8% 89.5%

2021/22 – Simon Arora 4,368,809 95.6% 100%

2022/23 – Simon Arora (to 26 September 2022) 2,659,356 56.9% 100%

2022/23 – Alex Russo (from 26 September 2022) 875,677 56.9% N/A

2023/24 – Alex Russo 3,199,845 98.8% 68.2%

2024/25 – Alex Russo 1,850,717 37.5% 0%

Change in remuneration of the Directors

Luxembourg Law imposes an obligation relating to the reporting of changes in total remuneration of the Company’s employees (but not its

subsidiaries), the TSR and total remuneration of each of the individual Directors of the Company. As the law only refers to the Company’s employees

and not those in other companies in the Group, consequently the changes reported for employees are restricted to a nominal number of staff, being

just two in 2024/25.

The relevant data, as determined under the provisions of the Luxembourg remuneration reporting law, are as follows:

TSR performance

FY21 FY22 FY23 FY24 FY25

TSR (year-on-year) 123.7% 11.4% -9.2% 22.0% -46.2%

3-year TSR ranking

7th out of 15 2nd out of 14 2nd out of 15 7th out of 15 13th out of 15

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Percentage change in total remuneration in the year stated compared with the prior financial year

FY21 FY22 FY23 FY24 FY25

Company only (excluding all of the other Group subsidiaries in

the UK and France) on full-time equivalent basis (average) -8.44% 2.73%

3.96% 6.16% 5.59%

Executive Directors:

Alex Russo N/A 128.01% 30.06% 98.79% -41.16%

Mike Schmidt N/A N/A –

-22.81% -30.59%

Non-Executive Directors:

Tiffany Hall

5.17% 8.53% 3.00% 24.87% –

Paula MacKenzie N/A N/A 3.00% 4.00% 8.50%

Oliver Tant (appointed 1 November 2022) N/A N/A –

24.13% 26.89%

Hounaïda Lasry (appointed 22 September 2023) N/A N/A N/A –

12.49%

Nadia Shouraboura (appointed 29 May 2024) N/A N/A N/A N/A -

Euan Sutherland (appointed 20 January 2025) N/A N/A N/A N/A -

1. The TSR figures are based on (i) a spot to spot absolute measurement for the Company over the financial year and (ii) a relative spot to spot measurement over three years

compared with the current TSR comparator group (FTSE 350 retail sector and food retailers and wholesalers subsector as at the beginning of the financial year). For the 2022/23

figures the companies used are Currys, Dunelm, Frasers Group, Greggs, Howden Joinery, JD Sports Fashion, Kingfisher, Marks & Spencer, Next, Ocado, Pets At Home,

Sainsbury J, Tesco and WH Smith.

2. The pay of each Director has been calculated using the single figure totals. The average pay of staff is calculated on a full-time equivalent basis for each year (excluding overtime

hours) and compares the average for each year with that for the prior year. Joining and departing employees and Directors have been grossed-up to a 12-month equivalent.

3. The figure has been restated as part of this year’s calculations of changes in total remuneration.

4. Mike Schmidt and Oliver Tant were appointed to the Board during FY23.

5. Change in remuneration for Tiffany Hall between FY24 and FY25 not comparable given appointment as non-Executive Chair of the Board on 23 July 2024.

6. Hounaïda Lasry was appointed to the Board on 22 September 2023 and was appointed as Chair of the Remuneration Committee from 23 July 2024.

7. Nadia Shouraboura and Euan Sutherland were appointed to the Board during FY25.

Relative importance of the spend on pay

The table below shows the movement in spend on pay for all employees compared with distributions to shareholders for the financial years to

30 March 2024 and 29 March 2025.

£’000 2023/24 2024/25 % change

Total pay for employees 713,584 754,092 5.7%

Distributions to shareholders

347,877 299,884 -13.8%

1. There have not been any buybacks of shares during either year.

CEO pay ratio

In line with new UK reporting requirements which the Company has adopted on a voluntary basis, set out below are ratios which compare the total

remuneration of the CEO (as included in the single total figure of remuneration table) to the remuneration of the 25th, 50th and 75th percentile of the

Group’s UK employees. The disclosure will build up over time to cover a rolling ten-year period.

Year Method

25th percentile

pay ratio

50th percentile

(median)

pay ratio

75th percentile

pay ratio

2019/20 Option A 72:1 72:1 69:1

2020/21 Option A 207:1 196:1 191:1

2021/22 Option A 270:1 270:1 257:1

2022/23 Option A 178:1 178:1 164:1

2023/24 Option A 147:1 147:1 136:1

2024/25 Option A 77:1 77:1 72:1

We have used Option A as this is the statistically most accurate method and the preferred approach of most institutional shareholders.

The base salary and total remuneration received during the financial year by the indicative employees on a full-time equivalent basis used in the

above analysis are set out below:

25th percentile

pay ratio

50th percentile

(median)

pay ratio

75th percentile

pay ratio

Base salary 23,200 23,200 24,960

Total remuneration 23,896 24,082 25,794

Directors’ remuneration report continued

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Financial StatementsCorporate GovernanceStrategic Report

The ratios disclosed above are affected by the following factors of our UK workforce. The vast majority of this population work in our retail stores and

warehouses where, in line with the retail sector more generally, rates of pay are lower than those for management grades and those employees

based at our head offices in more technical roles. The three employees used in the calculations are warehouse and retail sales colleagues and

consequently the ratios for each are not significantly different. In addition, while warehouse and retail sales colleagues are eligible to participate in

Group-wide share plans and annual opportunities to share in success and recognise outperformance, the CEO’s higher bonus and LTIP opportunities

are comparable with those which reflect the nature and complexity of his role as well as the remuneration levels in retail businesses of similar size. In

this context, the Committee is satisfied that the ratios are appropriate and fair.

There has been a reduction in the ratios for 2024/25, which is driven primarily by the Alex Russo’s 2022/23 LTIP award lapsing in full. It is to be expected

that the ratio will vary from year to year, primarily as the CEO’s package consists of a much higher level of variable pay that is dependent on performance,

whereas the warehouse and retail sales colleagues’ remuneration is predominantly fixed in nature, which is normal practice for these roles.

Malus and clawback

The AIP and LTIP rules include provision for clawback (and malus during any holding period under the LTIP) within a three-year period following

payment or vesting if the Committee concludes that there has been material misstatement of financial results, or there are circumstances which

would have warranted summary dismissal of the participant, or there are circumstances having an impact on the reputation of the Company or the

Group which justify clawback being operated, or where the Committee discovers information from which it concludes that a bonus or award was

paid or vested to a greater extent than it should have been.

In addition, all variable pay plans include discretion to reduce the indicative formulaic out-turn in appropriate cases.

Service contracts

The service contract for the CEO, Alex Russo and CFO, Mike Schmidt is terminable by either the Company or the relevant executive on 12 months’

notice. The service contracts are effective from 26 September 2022 in relation to the CEO and 17 October 2022 in relation to the CFO. Both contracts

are rolling contracts with no fixed termination date.

All the Non-Executive Directors have letters of appointment with the Company for three-years subject to three months’ notice of termination by either

side and at any time and subject to annual reappointment as a Director by the shareholders. Paula MacKenzie’s, Oliver Tant’s, Hounaïda Lasry’s,

Nadia Shouraboura’s and Euan Sutherland’s letters of appointment are effective from 9 November 2021, 1 November 2022, 20 June 2023, 5 March

2024 and 20 January 2025 respectively, and the other Non-Executive Directors’ letters of appointment are effective from 1 June 2021. The appointment

letters provide that no other compensation is payable on termination.

Fees for Chair and Non-Executive Directors in 2025/26

The fee for the Chair and the base fee for the Non-Executive Directors were increased by 2% with effect from 30 March 2025 in line with the average

all-employee increase.

Role

Fee from 31 March

2024

Fee from

30 March 2025

Chair of the Board 419,268 427,653

Non-Executive Director base fee 69,511 70,901

Additional fee for chairing Audit & Risk Committee 18,746 18,746

Additional fee for chairing Remuneration Committee 18,746 18,746

Additional fee for Senior Independent Director 19,817 19,817

Additional fee for Director responsible for Workforce Engagement 5,356 5,356

All fees are subject to the aggregate fee cap for Directors in the Articles of Association of the Company, which is currently at £1,000,000 per annum.

The Committee has responsibility for determining fees paid to the Chair of the Board.

The Chair and the Non-Executive Directors are entitled to reimbursement of all expenses reasonably incurred by them in the performance of their

duties. The Chair and the Non-Executive Directors do not participate in any bonus or share plans of the Company.

Executive Directors remuneration for 2025/26

Base salary

As described in the Chair’s statement, the base salary for Mike Schmidt was reviewed during the year. Alex Russo was not awarded a salary

increase for 2025/26. The resulting rates of salary are as follows:

Executive Director

Base salary from

31 March 2024

Base salary from

30 March 2025

Alex Russo (until 30 April 2025) 910,000 910,000

Mike Schmidt 482,040 515,000

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Tjeerd Jegen was appointed as Group CEO with effect from 16 June 2025, his base salary will be set at £928,200 (pro-rated from date of appointment).

For the period that Mike Schmidt is acting as interim CEO alongside his role as CFO, the Committee determined that a role-based allowance of

£10,000 per month should be paid to Mike Schmidt to remunerate him fairly and commensurate with his additional responsibilities as interim CEO,

as well as running the finance team. This allowance is fixed and is not pensionable, nor does it attract any bonus or LTIP opportunity.

Benefits and pension

Alex Russo (until 30 April 2025), Mike Schmidt and Tjeerd Jegen (from the date of appointment) will receive pension provision equal to 3% of salary,

less employer’s NICs (to the extent that it is paid as a salary supplement).

For the period that Mike Schmidt is acting as interim CEO the Committee has agreed to reimburse the costs of a driver and accommodation in

Liverpool to support with the extra workload.

Tjeerd Jegen will be entitled to other benefits and international relocation support in line with the B&M Remuneration Policy including:-

• a one-time relocation allowance of £300,000 (subject to tax and National Insurance) repayable on a pro-rata basis in the event of termination

(or serving notice) due to resignation or dismissal for cause within two years of commencing employment.

• for first three years of employment £50,000 per annum travel / disturbance allowance (subject to tax and National Insurance).

There are no other planned changes to the provision of benefits for 2025/26.

Annual bonus

The maximum bonus opportunity for Mike Schmidt will be 175% of base salary. The maximum bonus opportunity for Tjeerd Jegen will be 250% of

base salary (pro-rated from 16 June 2025). Alex Russo is not eligible for an annual bonus for 2025/26.

Under the awards for 2025/26, 75% of the maximum bonus opportunity is based on Group adjusted EBITDA and 25% based on strategic/personal

objectives for Mike Schmidt. Weighting of annual bonus metrics for Tjeerd Jegen are expected to be 50% based on Group adjusted EBITDA and 50%

based on strategic/personal objectives for 2024/25, to appropriately reflect areas in which the Board would like him to particularly focus in his first

year. For future years, it is anticipated that the weighting of measures would be 75% financial and 25% strategic/personal. In relation to each award,

one-half of any bonus achieved will be deferred into shares for three-years. The awards will also be subject to malus and clawback provisions.

The Committee does not disclose adjusted EBITDA or personal targets in advance as they are commercially sensitive. Suitable disclosure of the

targets together with details of achievement against them will again be included in next year’s Directors’ remuneration report.

LTIP

The Committee proposes that LTIP awards will be made to Executive Directors during 2025/26, subject to stretching financial performance conditions

over a three-year period, with vesting after the completion of a further two-year holding period.

The 2025/26 award for Mike Schmidt will be 175% of salary while an award of 250% of salary will be granted to Tjeerd Jegen. Alex Russo is not

eligible for an LTIP award in 2025/26.

• We have set the adjusted post-IFRS 16 diluted EPS targets for 2027/28 taking into account management’s three-year plan, macro-economic

conditions and the impact of other relevant factors.

• The relative TSR condition follows a market-standard approach, with no vesting below median performance and with maximum vesting for upper

quartile performance or above. This approach is consistent with the approach used for previous awards.

The resulting performance conditions and the targets for the awards are as follows:

Performance condition Weighting

Performance for

threshold vesting

(25%)

Performance for

maximum vesting

Adjusted EPS

50% 34.9p 41.9p

Relative TSR vs FTSE 350 retailers

50% Median Upper quartile

1. There is straight line vesting between threshold and maximum.

2. Consists of selected constituents of the FTSE 350 General Retailers Index and the FTSE 350 Food and Drug Retailers Index.

Remuneration Committee composition and meetings in 2024/25

The members of the Committee during the year consisted solely of Independent Non-Executive Directors being Hounaïda Lasry (Committee Chair

from 23 July 2024), Tiffany Hall (until she stepped down as Committee Chair on conclusion of the AGM on 23 July 2024), Ron McMillan (until he

stepped down from the Board in July 2024), Oliver Tant, Nadia Shouraboura (from 3 September 2024) and Euan Sutherland (from 20 January 2025).

The responsibilities of the Committee are set out in the Corporate Governance section of the Annual Report on page 63.

The Committee invites Tiffany Hall as the Chairman of the Board and Alex Russo as the CEO, as and when the Committee considers it appropriate, to

attend meetings and assist the Committee in its deliberations. No person is present during any deliberations relating to their own remuneration or is

involved in determining their own remuneration.

Directors’ remuneration report continued

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Financial StatementsCorporate GovernanceStrategic Report

Details of Committee meetings and attendances during the year were as follows:

Director Role

Meetings

attended

Hounaïda Lasry Committee Chair (from 23 July 2024) 6 out of 6

Tiffany Hall Committee Chair (until 23 July 2024) 1 out of 1

Ron McMillan Committee Member 1 out of 1

Oliver Tant Committee Member 6 out of 6

Nadia Shouraboura Committee Member 5 out of 5

Euan Sutherland Committee Member 3 out of 3

Activity (meeting unless

noted otherwise) Description

May 2024 • Approve AIP and LTIP outcomes for FY24

• Approval of Directors’ remuneration report

• Approve metrics and targets for AIP and LTIP for FY25

September 2024 • Ratify FY25 AIP objectives for Executive Committee

January 2025 • Review of CFO Remuneration

• Update on wider workforce remuneration

February 2025

• Separate meetings to review and approve leaver arrangements for Alex Russo

March 2025 • Review of Committee terms of reference

• Review Chair fee for FY25

1. There were the 4 scheduled meetings of the Committee in the year under review and 2 additional meetings to consider leaver arrangements.

Shareholder voting

The resolution to approve the Directors’ Remuneration Policy at the 2021 AGM and resolution to approve the Annual Report on Remuneration at the

2023 AGM were passed as follows:

Resolution Votes for % for Votes against % against Total votes cast

% of shares

on register

Votes

withheld

To approve the Directors’

Remuneration Policy (2024) 806,554,352 96.33 30,744,822 3.67 837,299,174 83.50 10,206,013

To approve the Annual Report

on Remuneration (2024) 812,346,487 96.60 28,632,958 3.40 840,979,445 83.86 6,525,742

Advisors to the Committee

The advisors to the Committee during the year were Deloitte LLP (“Deloitte”).

Deloitte is a member of the Remuneration Consultants Group and subscribe to its Code of Conduct which requires that its advice must be objective

and impartial.

During the year, Deloitte’s total fees excluding VAT in respect of advice to the Remuneration Committee were £87,000 excluding VAT.

Fees are generally determined on a time and materials basis. For some items, fees were determined under a fixed fee agreement.

From time to time, the Group engages Deloitte for other advice and services not related to executive remuneration, including valuation and taxation.

The Committee will continue to monitor such engagements with Deloitte in order to continue to be satisfied that they do not affect Deloitte’s

independence as an advisor to the Committee.

This report has been approved by the Board of Directors of the Company and signed on behalf of the Board by:

Hounaïda Lasry

Chair of the Remuneration Committee

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Policy table (from the Directors’ Remuneration Policy approved at the 2024 AGM)

The table below describes the elements of remuneration paid to the Executive Directors:

Element and purpose Policy and opportunity Operation and performance conditions

Base salary

This is the basic

pay and reflects the

individual’s role,

responsibility and

contribution to the

Group.

Base salaries are normally reviewed annually. Changes

typically take effect from the beginning of the relevant

financial year.

On review, consideration is given by the Committee to a

range of factors including the Group’s overall performance,

market conditions and individual performance of executives

and the level of salary increase given to employees across

the Group.

Base salaries are targeted at market levels, with reference

to companies with a comparable market capitalisation.

Salary increases will typically not exceed the general level of

increase awarded to other salaried staff. However, higher

increases may be awarded in appropriate circumstances,

including in the event of a change the roles and

responsibilities of an Executive Director or when there are

changes to the size and/or complexity of the business.

Base salary is typically paid monthly in cash.

Benefits

To provide benefits

that are valued by the

individual

Provide market competitive benefits.

The Group may periodically review benefits available to

employees. Executives will generally be eligible to receive

those benefits on similar terms to other senior employees.

Where the Committee considers it appropriate to do so,

additional relocation expenses for a limited period and/or

tax equalisation payments may be provided.

Executives may be entitled to a wide range of

benefits, dependent on their circumstances including:

accommodation allowance; car allowance or a company

car; car insurance and other running costs and fuel for

business use; death in service life assurance, permanent

disability and critical illness insurance; medical insurance;

travel; and any other Group-wide benefits including a B&M

stores discount card with a discount level aligned with that

available to other qualifying employees (currently 10%).

Any benefits provided in the normal course of business

(e.g. travel and hospitality) are authorised by the Committee

on a standalone basis. If these are deemed to be taxable

benefits, they will be disclosed as such in the single figure

table and the benefits provided may include a payment in

respect of the tax liability.

Pension

To provide an

appropriate level

of contribution to

retirement planning.

Pension contributions for existing and future Executive

Directors are and will be aligned with the wider workforce

contribution rate, which is currently 3% of salary.

Executives may take pension benefits as contributions to

defined contribution personal pension plans, or elect to

receive cash in lieu of all or part of that benefit (this is not

taken into account as salary for calculating bonus, LTIP or

other benefit awards).

Directors’ remuneration report continued

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Financial StatementsCorporate GovernanceStrategic Report

Annual bonus

To incentivise and

reward individuals for

the delivery of annual

performance targets.

The maximum annual bonus opportunity is 250% of base

salary for the CEO and 200% of base salary for other

Executive Directors.

For financial measures, up to 25% of the bonus will be

earned for threshold performance increasing to up to

50% for on-target performance and 100% for maximum

performance. For non-financial measures, the amount

of bonus earned will be determined by the Committee

between 0% and 100% by reference to its assessment of the

extent to which the relevant metric or objective has been

met.

For Executive Directors who have not met the shareholding

guidelines, 50% of the bonus is paid in shares and the

balance of the bonus paid in cash. For Executive Directors

who have met at least half of the shareholder guidelines,

25% of the bonus is paid in shares and the balance of

the bonus paid in cash. For Executive Directors who have

met the shareholding guidelines, the entire award is paid

in cash. The bonus amount paid in shares is normally

contingent on employment for a further three-years.

Such deferred shares will be entitled to a further benefit

calculated by reference to dividends paid during such

period as the Committee determines, ending no later than

the vesting date. This benefit may assume the reinvestment

of dividends into B&M shares on such basis as the

Committee determines.

Clawback and malus provisions may apply to awards made

under the annual bonus and are described below this table.

The performance measures are reviewed at least annually

by the Committee in line with the Company’s strategy.

The performance measures applied may be financial (with at

least a 75% weighting on such measures) and/or operational

and corporate, divisional and/or individual.

The Committee has the ability to make adjustments to

performance targets during any performance period where

it considers it would be appropriate to do so (for example

to reflect any events arising which were unforeseen when

the performance conditions were originally set by the

Committee, or to reflect a change in strategy or a material

acquisition or divestment).

The Committee has discretion to adjust the formulaic

outcomes of the annual bonus upwards or downwards

(including to nil) to reflect any fact or circumstance which the

Committee considers to be relevant. Any adjustments will be

disclosed in the relevant Annual Report on Remuneration.

Long-term incentives

To incentivise the

delivery of strategic

objectives over the

longer term, the Group

operates the LTIP.

Awards of shares can be made with a maximum face

value on grant (as determined by the Committee) in respect

of any year for the CEO of 250% of base salary and for

other Executive Directors of 200% of base salary, save for

exceptional circumstances such as recruitment where the

grant may be in excess of this limit in order to grant buy-out

awards on recruitment.

Awards will be subject to a two-year holding period post the

end of the performance period.

Clawback and malus provisions may apply to awards made

under the LTIP and are described below this table.

Shares which vest under LTIP awards will be entitled to a

further benefit calculated by reference to dividends from

the grant to the end of the holding period. This benefit may

assume the reinvestment of dividends into B&M shares on

such basis as the Committee determines.

Awards may be made annually of nil cost options on (or

equivalent forms of award) vesting subject to the satisfaction

of performance conditions, ordinarily assessed over a period

of three financial years.

The Committee may set performance conditions based on

financial and/or operational and corporate, divisional and/or

individual criteria as it considers appropriate.

The Committee has discretion to make adjustments to

targets during any performance period in cases where it

considers it would be appropriate to do so (for example

to reflect any events arising which were unforeseen when

the performance conditions were originally set by the

Committee, such as a change in strategy or a material

acquisition or divestment).

The Committee has discretion to adjust the formulaic

outcomes of the LTIP upwards or downwards (including to

nil) to reflect any fact or circumstance which the Committee

considers to be relevant. Any adjustments will be disclosed in

the relevant Annual Report on Remuneration. No more than

25% of an award can be earned for threshold performance.

B&M European Value Retail S.A.

Annual Report and Accounts 2025

In-employment

shareholding

requirement

To encourage share

ownership and create

alignment of interests

of Executive Directors

and shareholders.

Executive Directors who have not yet met the shareholding

guidelines, are expected to retain at least 50% of all shares

which vest under the deferred bonus and LTIP (or any other

plans which may be adopted in the future) on a net of tax

basis until they hold shares of a specified value.

The required level of shareholding is equal to the Executive

Directors’ normal annual LTIP award levels.

Deferred shares from annual bonus awards and LTIP shares

which are in a holding period count towards the required

level of shareholding, in each case on a net of assumed tax

basis.

Executive Directors are expected to maintain their minimum

shareholding levels once they have obtained those

shareholding levels. The Committee will review shareholding

guidelines during the period of the policy but without making

guidelines any less onerous overall.

The Committee retains discretion to disapply or vary this

requirement in exceptional circumstances.

Post-employment

shareholding

requirement

Shares are subject to this requirement only if they are

acquired from share awards (other than awards granted

under all employee share plans) from FY21 onwards. For two

years post-employment (or, if the Committee so determines,

for two years after the Executive Director has stepped down

from the Board) the Executive Director must retain such of

their relevant shares as have a value equal to 100% of the

in-employment shareholding requirement (or all of those

shares if lower).

Shares completing their performance period during this

two-year period will remain subject to the two-year holding

period.

Shares purchased by the Executive Director (including those

from all employee share plans), will not be included in this

requirement.

It is possible for shares counting towards this requirement

to not be released during the period in which the post-

employment shareholding requirement applies, to support

enforceability.

The Committee retains discretion to disapply or vary this

requirement in exceptional circumstances.

All-employee

share plans

To encourage

share ownership

by employees and

participate in the

long-term success

of the Group, the

Group operates an

all-employee share

incentive plan (“SIP”) for

B&M UK employees

which was adopted

prior to Admission.

Executive Directors can participate in the all-employee SIP

on the same terms as other employees of B&M in the UK.

Under the rules of the SIP employees can purchase shares

up to a maximum limit (currently £1,800) per annum from

their pre-tax and pre-National Insurance salary through a UK

resident SIP Trust.

The rules also permit an award of free shares worth up to a

maximum limit (currently £3,600) per year and for purchased

shares to be matched on up to a 2:1 basis although these

elements have not been operated to date.

These limits can be changed in line with UK legislation

governing these plans.

Directors’ remuneration report continued

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Financial StatementsCorporate GovernanceStrategic Report

In accordance with Luxembourg law and DTR 4.1.5R, the Directors present

their report (the “Management Report”) together with the Company’s annual

accounts and the Group’s consolidated annual accounts and financial

statements for the accounting periods ended in March 2025.

As permitted under Luxembourg Law, the

Directors have elected to prepare a single

Management Report covering both the

Company’s and the Group’s financial year. The

Strategic Report, Corporate Governance report

and Directors’ remuneration report on pages

1 to 59, 60 to 98 and 77 to 92 respectively, form

part of this report and are incorporated into

this Directors’ report by reference. Also, the

following information, in particular within those

reports can be found as follows:

• future developments in the business

– page 11;

• workforce engagement – pages 33 to 35;

• viability statement – page 29;

• energy and carbon reporting

– pages 30 to 32;

• directors’ service contracts and

appointment letters – page 87;

• directors’ interests in the Company’s shares

– page 84;

• conflicts of interest – page 65; and

• stakeholders and section 172 statement –

pages 54 to 59.

Company status

B&M European Value Retail S.A. (the

“Company”) is the parent company of the

Group. It was incorporated on 19 May 2014

as a public limited liability company (

Société

Anonyme

) under the laws of the Grand-Duchy

of Luxembourg and it has its registered office

in the Grand-Duchy of Luxembourg. The

Company’s shares are listed on the main

market of the London Stock Exchange.

Branches

The Group has no branches and had none

during the reporting period.

Research and development

The Company has no research and

development activities.

Principal activity

The principal activity of the Group is variety

retailing in the UK and in France. The Company

has a corporate office in Luxembourg.

Business review

This report together with the Strategic Report

on pages 1 to 59, which is incorporated by

reference in this report, sets out the review

of the Group’s business during the financial

year ended March 2025, including factors

likely to affect the future development and

performance of the business and a description

of the principal risks and uncertainties the

Group faces.

Results and dividend

The Group’s profit after tax for the financial year

ended 29 March 2025 of £319m is reported in

the consolidated statement of comprehensive

income on page 102.

The Board is recommending a final dividend

of 9.7p per ordinary share, which together with

the interim dividend of 5.3p per ordinary share

paid in December 2024 (but not including the

special dividend of 15.0p per share paid in

February 2025) is a total ordinary dividend

for the year of 15.0p, within the Company’s

dividend policy of paying 40% to 50% of

post-IFRS16 Adjusted Earnings.

Post balance sheet events

There have been no post balance sheet

events that either require adjustment to the

financial statements or are important in the

understanding of the Group’s current position.

Corporate social responsibility

Our CSR activity is set out in the Corporate Social

Responsibility report on pages 30 to 39.

Employee engagement and involvement

The Group is committed to employee

involvement, consultation and participation.

At key points throughout the year, colleagues

are kept informed about the performance

and strategy of the Group through internal

business update meetings, conference calls,

company newsletters and CEO email bulletins.

They include information on the financial and

trading performance of the Group. Further

details of workforce engagement, feedback

and actions during the year are also set out

on page 33, which is incorporated in this

report by reference.

B&M has a share incentive plan which is open

to all B&M UK employees after 12 months

service. Certain employees in the Group are

also eligible to participate in other share

incentive schemes of the Company.

Equal opportunities

The Group is an equal opportunity employer.

It is the Group’s policy not to discriminate on the

basis of gender, race, colour, religion, disability

or sexual orientation, in its recruitment, training

and promotion programmes.

Disabled persons

The Group seeks to ensure that disabled

people, whether applying for a vacancy

or already in employment, receive equal

opportunities in respect of job vacancies

which they are able to fulfil. They are not

discriminated against on the grounds of

their disability and are given full and fair

consideration of applications, continuing

training while employed and equal opportunity

for career development and promotion. Where

existing colleagues suffer a disability, it is our

policy to retain them in the workforce where

that is practicable.

Directors

The Directors’ interests in shares and share

awards made to them as at 31 March 2025

are shown on page 84.

During the year under review, two new Non-

Executive Directors have been appointed and

since the year-end on 31 March 2025 and as

at the date of this report, a new Chief Executive

Officer has been appointed by the Board, in

replacement of Alex Russo whose retirement

was announced on 24 February 2025 and

effective from 30 April 2025. Details on

Directors’ CVs and profiles can be found

on pages 60 and 61.

The new CEO, Tjeerd Jegen, will start on

16 June 2025 and his appointment will be

submitted to shareholders for ratification at the

Company’s annual general meeting on 22 July

2025 (“AGM”). All the Directors holding office

immediately prior to the AGM will stand for

re-election at the AGM.

Directors’ indemnities

The articles of association of the Company (the

“Articles” or “Articles of Association”) permit to

indemnify Directors in certain circumstances,

as well as to provide insurance for their

benefit. The Company has Directors’ and

Officers’ insurance in place in respect of all the

Directors. The insurance does not provide

cover where a Director has acted fraudulently

or dishonestly.

Political donations

No political donations were made during the

financial year under review.

Financial instruments

Details of the Group’s objectives and policies

on financial risk management, and details of

Directors’ report and business review

B&M European Value Retail S.A.

Annual Report and Accounts 2025

the financial instruments currently in use, are

set out in note 1 to the consolidated annual

accounts on pages 111 to 112 and page 137,

which forms part of this report.

Share capital

The Company’s share capital and changes

brought to it in the financial year ended

31 March 2025, are set out on page 95 below

and under note 23 to the consolidated annual

accounts and financial statements on page 140

which forms part of this report.

In common with other Luxembourg registered

companies, the Articles allow the Board

to increase the issued share capital of the

Company within the limits of the authorised

share capital (set under article 5.2 of the

Articles), including by the issue of new shares

and, under certain conditions, by limiting

or cancelling pre-emption rights of existing

shareholders.

Under Luxembourg Company Law such an

authority can only be granted for periods of up

to five years and the authority currently in place

for B&M Board will expire on 25 July 2028.

The conditions and limits under which this

authority can be exercised are provided for

under article 5.2 of the Articles.

The Directors intend to comply with the Pre-

Emption Group’s Statement of Principles, in

relation to any issue of shares of the Company

to the extent practical as a Luxembourg

registered company.

The Board intends to seek an authorisation of

shareholders at the annual general meeting on

22 July 2025 that the Company may purchase,

acquire or receive its own shares. This

resolution is requested at each annual general

meeting. No shares of the Company have been

repurchased and no contract to repurchase

shares has been entered into at any time since

the incorporation of the Company.

Each ordinary share in the Company entitles

the holder to vote at general meetings of

the Company in person or by proxy. Unless

otherwise provided by Luxembourg Company

Law and/or the Articles, all decisions by an

annual or ordinary shareholders’ meeting

are taken by a simple majority of votes cast

regardless of the proportion of the issued

share capital represented at that meeting.

The notice of AGM specifies deadlines for

exercising voting rights, conditions to attend

the meeting in person, and appointing a proxy

to vote.

Holders of ordinary shares may receive

dividends and, on liquidation of the company,

a share in the assets of the Company.

Subject to meeting certain thresholds, holders

of ordinary shares may requisition a general

meeting of the Company or the proposal of

resolutions at general meetings. The rights

(including full details relating to voting),

obligations and any restrictions on transfers

relating to the Company’s ordinary shares, as

well as the powers of the Directors, are set out

in the Articles of Association.

The Company is not aware of any agreements

between shareholders that restrict the transfer

of shares or voting rights attached to the

shares.

Amendment to the Articles of Association

The Articles of Association may only be

amended at an extraordinary general meeting

of shareholders where at least one half of the

issued share capital is represented (or if that

condition is not satisfied, at a second meeting

regardless of the proportion of the issued

share capital represented at that second

meeting) and when adopted by a resolution

passed by at least two-thirds of the votes cast.

Shareholders

The following shareholders have notified the Company of their interests of five percent (5%) or more in the Company’s issued ordinary shares

(including interests in shares held through financial instruments):

Shareholder

Number of

ordinary

% issued

Capital

The Capital Group Companies Inc. 102,724,530 10.23

Fidelity Management Research 73,537,597 7.64

Change of control

The Company has a senior facilities agreement

(the “SFA”) in relation to a £225m term loan

and a £225m revolving credit facility. During

the year under review these facilities were

extended until March 2030. The SFA provides

that on a change of control of the Company,

each lender has the right to require early

repayment of their loans and to cancel all their

commitments under the SFA on not less than

10 business days’ notice to the Company.

During the financial year under review,

the Group issued new senior secured notes

for £250m maturing in November 2031. The

proceeds were used to cover the repayment

of the remaining £156m of outstanding 3.625%

senior secured bonds which mature in July

2025. The £156m will be repaid in full in July

2025. The Company also has in issue

£250m 4% senior secured notes due 2028,

GBP £250m 8.125% senior secured notes due

2030. On a change of control of the Company,

each bondholder has the option to require the

Company to repurchase all or part of the notes

of such holder at a redemption purchase price

expressed as a percentage of the principal

amount as at redemption date, plus accrued

interest up to the date of repurchase.

The Group’s credit and loan facilities with its

banks and fleet finance agreements for HGVs

contain customary cancellation and repayment

provisions upon a change of control.

Employee share incentive schemes

also have customary change of control

provisions triggering vesting and exercise on

performance conditions being met or (in the

discretion of the Company) being waived.

Annual General Meeting

This year, the Company’s AGM will be held on

22 July 2025.

Corporate governance

Compliance by the Company with the

UK Corporate Governance Code and the

requirements of the Luxembourg law are set

out in the Principal Risks and Uncertainties on

pages 22 to 28, the Corporate Governance

report on pages 60 to 98 and the Directors’

remuneration report on pages 77 to 92, each of

which form part of this report.

The Statement of Directors’ Responsibilities in

relation to the consolidated annual accounts

and financial statements of the Group and

the standalone annual accounts and financial

statements of the Company appears on page

98, which forms part of this report.

Directors’ report and business review continued

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Financial StatementsCorporate GovernanceStrategic Report

Independent auditor

KPMG Audit S.à r.l. is the independent auditor

(

“réviseur d’entreprises agréé”

) of the Company.

Following a tender of audit service led by the

Audit & Risk Committee of the Company, the

Board unanimously proposes to shareholders

KPMG’s reappointment as the Company’s

auditor and seeks shareholders’ authority to

fix their remuneration.

Information on forward-looking

statements

The Annual Report and financial statements

include forward-looking statements that

reflect the Company’s or, as appropriate, the

Directors’ current views with respect to, among

other things, the intentions, beliefs and current

expectations of the Company or the Directors

concerning, amongst other things, the

results of operations, the financial condition,

prospects, growth, strategies and dividend

policy of the Company and the industry in

which it operates. Statements that include the

words “expects”, “intends”, “plans”, “believes”,

“projects”, “forecasts”, “predicts”, “assumes”,

“anticipates”, “will”, “targets”, “aims”, “may”,

“should”, “shall”, “would”, “could”, “continue”,

“risk” and similar statements of a future or

forward-looking nature can be used to identify

forward-looking statements.

All forward-looking statements involve risks

and uncertainties because they relate to events

and depend on circumstances that may or

may not occur in the future. Undue reliance

should not be placed on such forward-looking

statements because they involve known and

unknown risks and uncertainties.

Independence Compliance Statement

Simon Arora, Bobby Arora, Robin Arora

and SSA Investments S.à.r.l. (“SSA Holdco”)

(together the “Arora Family”) entered into a

relationship agreement with the Company (the

“Relationship Agreement”) at the time of and

with effect from the admission of the Company

to trading on the London Stock Exchange in

June 2014 (“Admission”). The purpose of the

Relationship Agreement was to regulate the

ongoing relationships between the Company

and the Arora Family and to ensure that the

business operated independently of the

Arora Family (and their associates) and that

transactions and relationships between

the Group and the Arora Family (and their

associates) were at arm’s length and on

normal commercial terms. The Relationship

Agreement applied for so long as the Arora

Family together with their associates held five

per cent (5%) or more of the issued ordinary

shares of the Company. The Arora Family (and

their associates) shareholding fell below 5% of

the issued ordinary shares of the Company in

December 2023, and therefore the Relationship

Agreement has lapsed and ceased to have

any effect from that date.

Under the UK Listing Rules, each of Simon

Arora, Bobby Arora, Robin Arora and any other

close family members and associateswill

be considered to be a related party for the

purposes of the related party transaction

rules in Chapter 11 of the Listing rules until 12

months after any member of the family, ceases

to be a director or shadow director or ceases

to exercise significant influence over B&M

European Value Retail S.A. or any subsidiaries

of the Group. Simon ceased to be a director of

the Company on 21 April 2023 and Robin Arora

left the Company on 30 March 2022. Bobby

Arora continued to be an employee of the

Group and a director of several subsidiaries of

the Group during the year under review. Bobby

ceased to be an employee and director on

31 March 2025.

A summary of the corporate governance and

Listing Rules processes and assessments

undertaken by the Group and the Board

together with reports of advisors and the

opinion of the Sponsor, in relation to related

party leases, is included on page 65 of the

Corporate Governance Report.

In the financial year 2025 there has been one

new store lease in the UK with Arora Family

related parties as landlords of those stores.

The total number of leases of UK stores and

rents of the Group with Arora Family related

parties as at the end of the period under

review were 64 store leases, representing

8% of a total number of 777 UK B&M stores of

the Group with all landlords, and 10% of the

overall rent roll of all UK B&M stores as at the

year end.

In March 2025, B&M entered into an

agreement with Bobby Arora permitting him

to purchase a company vehicle belonging to

the Company’s subsidiary, B&M Retail Limited.

The agreement took effect upon Bobby leaving

his employment. The sum involved was

independently valued at the proper market

value of the cars given age and condition. This

transaction is to be regarded as immaterial

both under the UK Listing rules (being far below

0.25% under the relevant class test prescribed

by Chapter 11) and under the Luxembourg law

provisions on related party transactions. By

reference to Luxembourg regulation on conflict

of interests as provided for under article 441-7

of the Luxembourg Company Law (reproduced

in article 13.10 of the Articles), it also falls within

the ordinary course of business exemption.

Details of other related party transactions

entered with associated companies of the

Group are set out in note 27 to the consolidated

annual accounts on pages 144 and 146 which

forms part of this report.

Those transactions relate to the following

matters:

i. product sourcing and supplies to the Group

from Multi-lines International Company

Limited (“Multi-lines”); and

ii. wholesale supplies of products by the

Group to Centz Retail Holdings Limited.

The Board confirms that during the financial

year 2024/25 the Company has acted

independently of the Arora Family and their

associates.

The Board confirms that this statement

is supported by each of the independent

Directors of the Company and there have been

no instances where any of them declined to

support this statement.

Article 11 report

The following disclosures are made voluntarily

on the basis of article 11 of the Luxembourg

Law on Takeovers of 19 May 2006 as amended

(“Luxembourg Takeovers Law”) and form part of

this Directors’ report.

Following the UK’s exit from the EU, the

shares of B&M European Value Retail S.A. (the

“Company”) being listed solely on the London

Stock Exchange market are no longer admitted

to trading on an EU Member State regulated

market and the Company is therefore outside

of the scope of Luxembourg Takeovers Law.

The Board of Directors however deems it

best practice for a Luxembourg incorporated

company and in the best interest of

shareholders to continue to provide those

disclosures within the Directors’ report.

Section (a) – Share capital structure

B&M European Value Retail S.A. has issued one

class of shares which is admitted to trading on

the London Stock Exchange. No other shares

have been issued by the Company. Its issued

share capital as at 31 March 2025 amounts

to £103,821,871.60 represented by 1,003,821,721

shares with a nominal value of £0.10 each.

As at the date of this report, all shares are in

dematerialised form.

In addition to the issued share capital, the

Company has also an authorised but unissued

share capital amounting to £296,840,035.10.

All shares issued by the Company entitle to

equal rights as set out in the Articles.

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Section (b) – Transfer restrictions

All the shares are freely transferable subject

to the conditions set out in article 6.5.1 of the

Articles.

Section (c) – Major shareholdings

Details of shareholders holding more than

five percent (5%) of the total voting rights of the

Company as notified to B&M European Value

Retail S.A. in accordance with DTR 5.1 and

in accordance with article 8.1 of the Articles

which reproduces the relevant provisions

of the Luxembourg Law on Transparency

requirements for issuers of securities dated

11 January 2011 as amended (“Luxembourg

Transparency Law”) are set out on page 94.

Section (d) – Special control rights

All the issued and outstanding shares of the

Company have equal voting rights and there

are no special control rights attached to its

shares.

Section (e) – Control system on

employee share scheme

B&M European Value Retail S.A. is not aware of

any matters regarding section (e) of article 11 of

the Luxembourg Takeovers Law.

Section (f) – Voting rights

Each share issued and outstanding in B&M

European Value Retail S.A. represents one

vote. The Articles do not provide for any

voting restrictions.

In accordance with the Articles of Association,

shareholders may be represented at general

meetings and proxies shall be received by

the Company a certain time before the date

of the relevant general meeting. The Board of

Directors may determine such other conditions

that must be fulfilled by shareholders attending

in person or by proxy. Additional provisions

may apply under Luxembourg Law. Thus,

Luxembourg legislation requires shareholders

to register their intention to participate in

general meetings at least 14 days before the

date of the meeting (the “Record Date”). In

accordance with the same legislation and

article 24.6.11 of the Articles, and except when

voting rights are suspended, the right of a

shareholder to participate in a general meeting

and to exercise the voting rights attached to its

shares and the number of voting rights it may

exercise are determined by reference to the

number of shares held by such shareholder as

at midnight on the Record Date.

As provided for under article 6.3.4 of the

Articles, the voting rights attached to any

shares which had not been dematerialised

by the Compulsory Dematerialisation Date (as

defined thereunder) were to be automatically

suspended. That deadline was on 8 March

2023 and as at the date of this report, 8,261

shares in aggregate which had not been

dematerialised by their respective owners

by the Compulsory Dematerialisation Date

are held in a securities account open in the

name of the Company. The suspension of

the voting rights attached to those shares will

cease when the owner provides the details of

a securities account in his or her name where

the shares can be transferred and held in

dematerialised form.

In accordance with article 8.1.5 of the Articles

which transposes article 8 of the Luxembourg

Transparency Law, as long as the notice of

crossing a major shareholding in the Company

has not been notified to the Company in the

manner prescribed, the exercise of the voting

rights relating to those shares which exceed

the threshold that should have been notified

is suspended. The suspension of the voting

rights is lifted when the shareholder makes

the notification provided for under article 8.1.1

of the Articles.

Section (g) – Shareholders’ agreements

with transfer restrictions

B&M European Value Retail S.A. has no

information about any agreements between

shareholders which may result in restrictions

on the transfer of securities or voting rights.

Section (h) – Appointment of Board

members, amendment of Articles

of Association

The appointment and replacement of Board

members and the amendment of the Articles

are governed by Luxembourg Law, mainly

the law on Commercial Companies dated

10 August 1915 as amended (“Luxembourg Law

on Commercial Companies”), and the Articles

(article 10 and article 24.6.3 respectively).

Directors are appointed by the shareholders.

Without prejudice to shareholder’s powers, in

the event of a vacancy and only in such case,

the Board may appoint a Director to fill in such

vacancy, subject to that appointment being

ratified by the next general meeting of the

shareholders.

The Articles are published under the Investors

section on the Company’s corporate website at

www.bandmretail.com.

They may only be amended (i) by decision of an

extraordinary general meeting of shareholders

with at least half the issued share capital of

the Company present or represented (and

if that condition is not satisfied, a second

extraordinary general meeting convened with

the same agenda regardless of the proportion

of the issued share capital represented) and (ii)

when changes proposed are approved by a

majority of two-thirds of the votes cast.

Section (i) – Powers of the Board of

Directors

The Board of Directors is vested with

the broadest powers to take any action

necessary or useful to realise the purposes

of the Company, with the exception of the

powers reserved to the general meeting of

shareholders by the Luxembourg Law on

Commercial Companies and by the Articles.

In common with the articles of association

of other Luxembourg public limited liability

companies, article 5.2 of the Articles gives

authority to the Board of Directors to issue

shares on a non-pre-emptive basis under

certain conditions.

The Articles authorise the Board of Directors to

dis-apply pre-emption rights:

a. for the issue for cash of shares representing

up to ten percent (10%) of the issued share

capital of the Company in any one year;

b. for the issue for cash of shares representing

up to a further ten per cent (10%) of the

issued share capital to deal with financing

(or refinancing provided that the authority

given is to be used within twelve (12)

months as from the original transaction)

an acquisition or other investment of a kind

contemplated by the Statement of Principles

on Disapplying Pre-emption Rights

published by the Pre-emption Group of the

Financial Reporting Council (the “Statement

of Principles”);

c. to deal with treasury shares or fractional

entitlements on otherwise pre-emptive

issues of shares; and

d. in connection with employee share

option schemes.

The Board as a matter of policy and to the

extent practicable for a Luxembourg company,

intends to follow the guidelines provided for

under the Statement of Principles.

The AGM of the shareholders of the Company

held on 23 July 2024 authorised the Board to,

in the name and on behalf of the Company,

purchase, acquire or receive the Company’s

own shares representing up to ten percent

(10%) of its issued share capital from time to

time, on such terms as the Board may decide

in accordance with the law.

Subject to shareholder approval, this

authorisation will be renewed at the AGM to

be held on 22 July 2025. The renewal of this

authorisation is and will be requested at each

AGM.

Directors’ report and business review continued

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Financial StatementsCorporate GovernanceStrategic Report

No shares of the Company have been

purchased by the Company and to purchase

the Company’s shares contract has been

entered into at any time since the incorporation

of the Company and up to the date of this

report.

Section (j) – Significant agreements or

essential business contracts

The Board of Directors is not aware of any

significant agreements to which B&M

European Value Retail S.A. is a party and which

take effect, alter or terminate upon a change

of control of the Company following a takeover

bid other than:

a. the Company has Senior Facilities

Agreements (“SFA”) in relation to a £225m

term loan agreement and a £225m

revolving credit facility. The SFA provides

that on a change of control of the Company,

each lender has the right to require early

repayment of their loans and to cancel all

their commitments under the SFA on not

less than ten (10) business days’ notice to

the Company;

b. in relation to the Senior Secured Notes

issued by the Company, on a change of

control of the Company, each bondholder

has the option to require the Company to

repurchase all or part of the notes held

by such bondholder at the applicable

redemption purchase price (set as

percentage of the then outstanding

principal amount) plus interest accrued up

to the date of the repurchase and additional

amounts if any;

c. the Group’s credit and loan facilities with

its banks and fleet finance agreements for

HGVs which contain customary cancellation

and repayment provisions upon a change

of control; and

d. employee share incentives schemes in

relation to shares in the Company include

customary change of control provisions

triggering vesting and exercise on

performance conditions being met or (in the

discretion of the Company), being waived.

Section (k) – Agreements with Directors

and employees

No agreements exist between B&M European

Value Retail S.A. and its Directors or employees

which provide for compensation if Directors

or employees resign or are dismissed without

valid reason, or if their employment ceases

because of a takeover bid other than as

disclosed in the Directors’ remuneration report

on pages 77 to 92.

Approved on behalf of the Board.

Tiffany Hall Michael Schmidt

Chair Chief Financial Officer

3 June 2025

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Statement of Directors’ responsibilities

Company law requires the Directors to prepare,

for each financial year, annual accounts

and financial statements of the Company,

on a standalone basis in accordance with

Luxembourg legal and regulatory requirements

regarding the preparation of annual accounts

(“Lux GAAP”) and consolidated annual

accounts and financial statements at Group

level in accordance with International Financial

Reporting Standards (“IFRS”) as adopted

by the EU and applicable law. Under the

UK Disclosure Guidance and Transparency

Rules, Group financial statements are

also to be prepared in accordance with

International Financial Reporting Standards

adopted pursuant to Regulation (EC) No

1606/2002 as it applies in the European Union

(“IFRS as adopted by the EU”).

Under company law, the Directors must not

approve the financial statements unless they

are satisfied that they give a true and fair

view of the state of affairs of the Group and

Company and of their profit or loss for the

relevant period. In preparing each of the Group

and Company’s annual accounts and financial

statements, the Directors are required to:

• select suitable accounting policies and then

apply them consistently;

• make judgements and estimates that are

reasonable and prudent;

• present the financial statements and

policies in a manner that provides relevant,

reliable, comparable and understandable

information;

• state whether they have been prepared in

accordance with IFRS as adopted by the EU;

• assess the Group and the Company’s ability

to continue as a going concern, disclosing,

as applicable, matters related to going

concern; and

• use the going concern basis of accounting

unless they either intend to liquidate

the Group or the Company or to cease

operation, or have no realistic alternative

but to do so.

The Directors are responsible for preparing the Annual Report and the Group

and Company annual accounts and financial statements in accordance with

applicable law and regulations.

The Directors are responsible for keeping

adequate accounting records that are sufficient

to show and explain the parent company’s

transactions and disclose with reasonable

accuracy at any time the financial position

of the parent company and enable them to

ensure that its financial statements comply

with company law. They are responsible

for such internal control as they determine

is necessary to enable the preparation

of financial statements that are free from

material misstatement, whether due to fraud

or error, and have general responsibility for

taking such steps as are reasonably open to

them to safeguard the assets of the Group

and to prevent and detect fraud and other

irregularities.

Under applicable law and regulations, the

Directors are also responsible for preparing

a Strategic Report, Directors’ report, Directors’

remuneration report and Corporate

Governance Statement that comply with the

provisions of that law and those regulations.

The financial statements are published on

the Company’s website. The Directors are

responsible for the maintenance and integrity

of the corporate and financial information

included on the Company’s website.

Legislation in Luxembourg governing the

preparation and dissemination of financial

statements may differ from legislation in other

jurisdictions.

We confirm that, to the best of our knowledge:

• the consolidated annual accounts and

financial statements of B&M European

Value Retail S.A. (the “Company”) presented

in this Annual Report and established

in conformity with IFRS as adopted by

the EU give a true and fair view of the

assets, liabilities, financial position, cash

flows and profits of the Company and

the undertakings included within the

consolidation taken as a whole;

• the annual accounts of the Company

presented in this Annual Report established

in conformity with the Luxembourg legal

and regulatory requirements relating to

the preparation of annual accounts give a

true and fair view of the assets, liabilities,

financial position and profits of the

Company; and

• the Strategic Report forming part of the

Annual Management Report for the

financial year ended March 2025 includes

a fair review of the development and

performance of the business and position

of the Company and the undertakings

included within the consolidation taken as

a whole, together with a description of the

principal risks and uncertainties it faces.

We consider this Annual Report (including the

annual accounts and financial statements),

taken as a whole, is fair, balanced and

understandable and provides the information

necessary for shareholders to assess the

Group’s position, performance, business

model and strategy.

Approved on behalf of the Board.

Tiffany Hall Michael Schmidt

Chair Chief Financial Officer

3 June 2025

B&M European Value Retail S.A.

Annual Report and Accounts 2025

Financial StatementsCorporate GovernanceStrategic Report

Independent Auditor’s Report

To the Shareholders of

B&M European Value Retail S.A.

3, rue Gabriel Lippmann

L-5365 Munsbach

Luxembourg

REPORT OF THE REVISEUR D’ENTREPRISES AGREE

Report on the audit of the consolidated financial statements

Opinion

We have audited the consolidated financial statements of B&M European Value Retail S.A. and its subsidiaries (the “Group”), which comprise the

consolidated statement of financial position as at 29 March 2025, and the consolidated statement of comprehensive income, consolidated statement of

changes in Shareholder’s equity and consolidated statement of cash flows for the 52 weeks period then ended, and notes to the consolidated financial

statements, including material accounting policy information and other explanatory information.

In our opinion, the accompanying consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at

29 March 2025, and its consolidated financial performance and its consolidated cash flows for the 52 weeks period then ended in accordance with IFRS

Accounting Standards as adopted by the European Union.

Basis for opinion

We conducted our audit in accordance with the Law of 23 July 2016 on the audit profession (the “Law of 23 July 2016”) and with International Standards

on Auditing (“ISAs”) as adopted for Luxembourg by the Commission de Surveillance du Secteur Financier (“CSSF”). Our responsibilities under the Law of

23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the « Responsibilities of “réviseur d’entreprises agréé” for the audit

of the consolidated financial statements » section of our report. We are also independent of the Group in accordance with the International Code of Ethics

for Professional Accountants, including International Independence Standards, issued by the International Ethics Standards Board for Accountants (“IESBA

Code”) as adopted for Luxembourg by the CSSF together with the ethical requirements that are relevant to our audit of the consolidated financial statements,

and have fulfilled our other ethical responsibilities under those ethical requirements. We believe that the audit evidence we have obtained is sufficient and

appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the

current period. These matters were addressed in the context of the audit of the consolidated financial statements as a whole, and in forming our opinion

thereon, and we do not provide a separate opinion on these matters.

Accounting for foreign currency hedges

Why the matter was considered to be one of the most significant

in our audit of the financial statements of the current period How the matter was addressed in our audit

The Group’s hedging reserve amounts to £11 million and reported a net

change of fair value of £8 million per the Consolidated statement of changes

in shareholders’ equity.

Per the Financial Instruments policy in note 1, the Group adopts hedge

accounting for a high proportion of its foreign currency inventory purchases.

The recognition of foreign exchange gains on foreign currency forward

contracts, through either other comprehensive income or the income

statement is determined by effectiveness testing.

In order to apply hedge accounting, it is necessary to demonstrate hedge

effectiveness which requires, amongst other things, matching the hedging

instrument to the hedged item and ensuring that the appropriate exchange

rate is applied to each hedged item included in the inventory balance.

Given that the gross value of the hedges is significant, and that hedge

accounting is an inherently complex area of accounting, particularly in times

of volatile exchange rates, we have identified accounting for foreign currency

hedges as a key audit matter.

Our procedures over hedge accounting included, but were not limited to:

• Obtaining a detailed understanding and evaluating the design and

implementation of key controls that the Group has surrounding hedge

accounting by inquiries with the relevant process owners and performing

a walkthrough of the process which includes observing the control and

inspecting supporting evidence for the various controls.

• Reviewing the Group’s hedging strategy.

• Involving our treasury specialists to assist us in our assessment as to

whether hedge accounting can be applied.

• Inspecting management’s hedge effectiveness testing.

• For a sample of foreign currency hedges:

− Assessing the related hedge accounting documentation is

appropriately prepared in accordance with IFRS 9.

− Vouching the details of the forward contract to third party confirmation.

− For forward contracts that have matured: recalculating the gain or loss

realized on the forward contract.

− For forward contracts that have not yet matured: comparing a sample

of the year end derivative valuations to third party confirmations.

− Reviewing management’s calculations to adjust the valuation of

inventories based on hedged effectiveness to assess whether the

valuation has been appropriately adjusted

100

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Annual Report and Accounts 2025

Independent Auditor’s Report continued

Other information

The Board of Directors is responsible for the other information. The other information comprises the information stated in the consolidated management

report but does not include the consolidated financial statements and our report of the “réviseur d’entreprises agréé” thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion

thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether

the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be

materially misstated. 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 this fact. We have nothing to report in this regard.

Responsibilities of the Board of Directors and Those Charged with Governance for the consolidated financial statements

The Board of Directors is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting

Standards as adopted by the European Union, and for such internal control as the Board of Directors determines is necessary to enable the preparation of

consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Board of Directors is responsible for assessing the Group’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 Board of Directors either intends to

liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group’s financial reporting process.

Responsibilities of the “réviseur d’entreprises agréé” for the audit of the consolidated financial statements

The objectives of our audit are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material

misstatement, whether due to fraud or error, and to issue a report of the “réviseur d’entreprises agréé” that includes our opinion. Reasonable assurance

is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Law of 23 July 2016 and with ISAs as adopted for

Luxembourg by the CSSF 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 consolidated

financial statements.

As part of an audit in accordance with the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment and

maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform

audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not

detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional

omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for

the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board

of Directors.

• Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained,

whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern.

If we conclude that a material uncertainty exists, we are required to draw attention in our report of the “réviseur d’entreprises agréé” to the related

disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit

evidence obtained up to the date of our report of the “réviseur d’entreprises agréé”. However, future events or conditions may cause the Group to cease

to continue as a going concern.

• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated

financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities and business activities within the Group to express an

opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain

solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit

findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and

to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions

taken to eliminate threats or safeguards applied.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the

consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our report unless law or

regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated

in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

101

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Report on other legal and regulatory requirements

The consolidated management report is consistent with the consolidated financial statements and has been prepared in accordance with applicable legal

requirements.

Luxembourg, 3 June 2025 KPMG Audit S.à r.l.

Cabinet de révision agréé

Fabien Hedouin

102

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		52 weeks ended	53 weeks ended
		29 March	30 March
		2025	2024
Period ended	Note	£’m	£’m
Revenue	2	5,57 1	5 ,484
Cost of sales		(3 ,479)	(3,4 49)
Gross profit		2,0 92	2,035
Administrative expenses		(1, 526)	(1,427)
Operating profit	5	566	608
Share of profits/(losses) in associates	12	1	(1)
Profit on ordinary activities before net finance costs and tax		5 67	6 07
Finance costs on lease liabilities	6	(77)	(69)
Other finance costs	6	(66)	(50)
Finance income	6	7	10
Profit on ordinary activities before tax		431	498
Income tax expense	10	(11 2)	(1 31)
Profit for the period	2	319	3 67
Other comprehensive income for the period
Items which may be reclassified to profit and loss:
Exchange differences on retranslation of subsidiary and associate investments		(2)	(3)
Fair value movement as recorded in the hedging reserve		(10)	(22)
Tax effect of other comprehensive income	10	(1)	1
Total other comprehensive income		(13)	(24)
Total comprehensive income for the period		306	343
Earnings per share
Basic earnings per share attributable to ordinary equity holders (pence)	11	31 .8	36.6
Diluted earnings per share attributable to ordinary equity holders (pence)	11	31. 8	36.5

All profit and other comprehensive income is attributable to the owners of the parent.

The accompanying accounting policies and notes form an integral part of these consolidated financial statements.

Consolidated Statement of Comprehensive Income

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Financial StatementsCorporate GovernanceStrategic Report

		29 March	30 March
		2025	2024
As at Non-current assets	Note	£’m	£’m
Goodwill	13	92 0	9 21
Intangible assets	13	120	121
Property, plant and equipment	14	448	4 21
Right-of-use assets	15	1 ,1 59	1 ,1 01
Investments in associates	12	6	5
Other receivables	17	6	5
Other financial assets	20	–	1
Deferred tax asset	10	5	4
		2,66 4	2,5 79
Current assets
Cash at bank and in hand	18	217	1 82
Inventories	16	883	7 76
Trade and other receivables	17	79	76
Income tax receivable		11	8
Other financial assets	20	1 53	4
		1,343	1,0 46
Total assets		4,007	3 ,62 5
Equity
Share capital	23	(100)	(100)
Share premium		(2,484)	(2,4 81)
Retained earnings		(14 3)	(125)
Hedging reserve		11	10
Legal reserve		(10)	(10)
Merger reserve		1,979	1 ,9 7 9
Foreign exchange reserve		(5)	(7)
		(752)	(734)
Non-current liabilities
Interest-bearing loans and borrowings	21	(97 7)	(881)
Lease liabilities	15	(1,2 42)	(1, 187)
Deferred tax liabilities	10	(35)	(25)
Other financial liabilities	20	(0)	(0)
Provisions	22	(4)	(4)
		(2 ,258)	(2,097)
Current liabilities
Interest-bearing loans and borrowings	21	(16 0)	(29)
Trade and other payables	19	(61 8)	(572)
Lease liabilities	15	(188)	(170)
Other financial liabilities	20	(13)	(10)
Income tax payable		(6)	(7)
Provisions	22	(12)	(6)
		(997)	(794)
Total liabilities		(3, 255)	(2 ,891)
Total equity and liabilities		(4,0 07)	(3,6 25)

The accompanying accounting policies and notes form an integral part of these consolidated financial statements. This consolidated statement of

financial position was approved by the Board of Directors and authorised for issue on 3 June 2025 and signed on their behalf by:

Mike Schmidt

Chief Financial Officer.

Consolidated Statement of Financial Position

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							Foreign
	Share	Share	Retained	Hedging	Legal	Merger	exchange	Total
	capital	premium	earnings	reserve	reserve	reserve	reserve	equity
	£’m	£’m	£’m	£’m	£’m	£’m	£’m	£’m
Balance at 25 March 2023	100	2 ,478	104	(3)	10	(1,979)	10	720
Ordinary dividends declared	–	–	(147)	–	–	–	–	(147)
Special dividends declared	–	–	(201)	–	–	–	–	(2 01)
Effect of share options	0	3	1	–	–	–	–	4
Total transactions with owners	0	3	(347)	–	–	–	–	(34 4)
Profit for the period	–	–	367	–	–	–	–	3 67
Other comprehensive income	–	–	1	(22)	–	–	(3)	(24)
Total comprehensive income for the period	–	–	368	(22)	–	–	(3)	343
Hedging gains & losses reclassified
as inventory	–	–	–	15	–	–	–	15
Hedging gains & losses reclassified
as finance costs	–	–	–	0	–	–	–	0
Balance at 30 March 2024	10 0	2,4 81	125	(10)	10	(1, 979)	7	73 4
Ordinary dividends declared	–	–	(149)	–	–	–	–	(1 49)
Special dividends declared	–	–	(151)	–	–	–	–	(151)
Effect of share options	0	3	0	–	–	–	–	3
Total transactions with owners	0	3	(300)	–	–	–	–	(297)
Profit for the period	–	–	319	–	–	–	–	319
Other comprehensive income	–	–	(1)	(10)	–	–	(2)	(13)
Total comprehensive income for the period	–	–	318	(10)	–	–	(2)	306
Hedging gains & losses reclassified
as inventory	–	–	–	8	–	–	–	8
Hedging gains & losses reclassified
as finance costs	–	–	–	1	–	–	–	1
Balance at 29 March 2025	10 0	2,484	143	(11)	10	(1,979)	5	752

The accompanying accounting policies and notes form an integral part of these consolidated financial statements.

Consolidated Statement of Changes in Shareholders’ Equity

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		52 weeks ended	53 weeks ended
		29 March	30 March
		2025	2024
Period ended	Note	£’m	£’m
Cash flows from operating activities
Cash generated from operations	24	78 4	862
Income tax paid		(1 09)	(116)
Net cash flows from operating activities		675	74 6
Cash flows from investing activities
Purchase of property, plant and equipment	14	(1 31)	(123)
Purchase of intangible assets	13	(2)	(3)
Proceeds from sale of property, plant and equipment		22	2
Deposits into short-term money market investments	20	(150)	–
Finance income received	6	7	5
Dividend income from associates	12	–	1
Net cash flows from investing activities		(254)	(11 8)
Cash flows from financing activities
Net (repayment)/receipt of Group revolving credit facilities	21	(25)	25
Repayment of old bank loan facilities	21	–	(30 0)
Receipt of new bank loan facilities	21	–	225
Repayment of corporate bonds	21	–	(239)
Receipt due to newly issued corporate bonds	21	250	250
Receipt of loan facilities held in France	21	9	3
Repayment of loan facilities held in France	21	(5)	–
Repayment of the principal in relation to lease liabilities	15	(17 6)	(17 1)
Payment of interest in relation to right-of-use assets	15	(77)	(69)
Fees on refinancing	21	(4)	(15)
Other finance costs paid	6	(56)	(41)
Dividends paid to owners of the parent	30	(30 0)	(348)
Net cash flows from financing activities		(384)	(680)
Effects of exchange rate changes on cash and cash equivalents		(2)	(3)
Net increase/(decrease) in cash and cash equivalents		35	(55)
Cash and cash equivalents at the beginning of the period		1 82	237
Cash and cash equivalents at the end of the period		217	182
Cash and cash equivalents comprise:
Cash at bank and in hand	18	217	1 82
		217	182

The accompanying accounting policies and notes form an integral part of these consolidated financial statements.

Consolidated Statement of Cash Flows

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1 General information and basis of preparation

The consolidated financial statements have been prepared in accordance with EU IFRS.

The Group’s trade is general retail, with continuing trading taking place in the UK and France. The Group has been listed on the London Stock Exchange

since June 2014.

The consolidated financial statements have been prepared under the historical cost convention as modified by the revaluation of financial assets

and financial liabilities at fair value through profit or loss. The measurement basis and principal accounting policies of the Group are set out below

and have been applied consistently throughout the consolidated financial statements.

The consolidated financial statements are presented in pounds sterling and all values are rounded to the nearest million (£’m), except when

otherwise indicated.

The consolidated financial statements cover the 52-week period from 31 March 2024 to 29 March 2025 which is a different period to the parent

company standalone accounts (from 1 April 2024 to 31 March 2025). This exception is permitted under article 1712-12 of the Luxembourg company law

of 10 August 1915, as amended, because the Directors believe that;

• the consolidated financial statements are more informative when they cover the same period as used by the main operating entity, B&M Retail

Ltd; and

• it would be unduly onerous to rephase the year end in that subsidiary to match that of the parent company.

The year end for B&M Retail Ltd, in any year, will not be more than six days prior to the parent company year end. The next accounting period for

the Group will be a 52-week period, from 30 March 2025 to 28 March 2026.

B&M European Value Retail S.A. (the “Company”) is at the head of the Group and there is no consolidation that takes place above the level of

this company.

The principal accounting policies of the Group are set out below.

Basis of consolidation

The Group financial statements consolidate the financial statements of the Company and its subsidiary undertakings, together with the Group’s

share of the net assets and results of associated undertakings, for the period from 31 March 2024 to 29 March 2025. Acquisitions of subsidiaries are

dealt with by the acquisition method of accounting. The results of companies acquired are included in the consolidated statement of comprehensive

income from the acquisition date.

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.

When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in

assessing whether it has power over an investee, including:

• the contractual arrangements with the other vote holders of the investee;

• rights arising from other contractual arrangements; and

• the Group’s voting rights and potential voting rights.

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

statement of comprehensive income from the date the Group gains control until the date the Group ceases to control the subsidiary, excluding

the situations as outlined in the basis of preparation.

Going concern

As a value retailer, the Group is well placed to withstand volatility within the economic environment. The Group’s forecasts and projections,

taking into account reasonably possible changes in trading performance, show that the Group will trade within its current banking facilities.

In adopting the going concern basis for preparing the financial statements, the Directors have considered the business activities including the Group’s

principal risks and uncertainties. The Board also considered the Group’s current cash position, the repayment profile of its obligations, its financial

covenants and the resilience of its 12-month cash flow forecasts to a series of severe but plausible downside scenarios. Having considered these factors

the Board is satisfied the Group has adequate resources to continue its successful growth. The scenarios considered as part of the going concern

assessment are consistent with those used in the longer-term viability statement in the “Principal risks and uncertainties” section of this Annual Report.

There have been no significant post balance sheet changes to liquidity.

Notes to the Consolidated Financial Statements

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On 19 November 2024, the Group issued £250m of high yield bond notes, maturing in November 2031 with an interest rate of 6.5%. £150m of cash

received from these high yield bond notes was placed on money market deposit and has been ring-fenced for the purpose of repaying the remaining

£156m of high yield bond notes (2020) in July 2025.

Consequently, the Directors are confident that the Group and Company will have sufficient funds to continue to meet its liabilities as they fall due for at

least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.

Revenue

Under IFRS 15 Revenue is recognised when all the following criteria are met:

• the parties to the contract have approved the contract;

• the Group can identify each parties rights regarding the goods to be transferred;

• the Group can identify the payment terms;

• the contract has commercial substance; and

• it is probable that the Group will collect the consideration we are entitled to in respect to the goods to be transferred.

In the vast majority of cases the Group’s sales are made through stores and the control of goods is immediately transferred at the same time as the

consideration is received via our tills. Therefore, revenue is recognised at this point.

The Group sells a small quantity of gift vouchers for use in the future and, as such, a small amount of deferred revenue is recognised. At the period

end, the value held on the balance sheet was <£1m (2024: <£1m).

The Group operates a small wholesale function which recognises revenue when an invoice is raised. The revenue is considered collectable as the

Group’s wholesale customers are usually related parties to the Group (such as our associates) or are subject to credit checks before trade takes

place. See note 2 for the split of wholesale sales to store sales.

Revenue is the total amount receivable by the Group for goods supplied, in the ordinary course of business, excluding VAT and trade discounts,

and after deducting returns and relevant vouchers and offers.

Administrative expenses

Administrative expenses include all running costs of the business, except those relating to inventory (which are expensed through cost of sales),

tax, interest and other comprehensive income. Transport and warehouse costs are included in this caption.

Elements which are unusual and significant may be separated as a line item.

Goodwill

Goodwill is initially measured at cost, being the excess of the fair value of consideration transferred over the fair value of the net identifiable assets

acquired and liabilities assumed at the date of acquisition.

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 the relevant cash-generating units (CGUs) that are expected to benefit

from the combination.

The CGUs are individual stores and the groups of CGUs are the store portfolios in each operational segment.

Goodwill is tested for impairment at least once per year and specifically at any time where there is any indication that it may be impaired. Internally

generated goodwill is not recognised as an asset.

Segment reporting

Operating segments are reported in a manner consistent with internal reporting provided to the chief operating decision maker. The chief operating

decision maker has been identified as the Executive Directors of the Group. The Executive Directors are responsible for assessing the performance

of the business for the purpose of making decisions about resources to be allocated.

Alternative performance measures

The Group reports a selection of alternative performance measures (APMs) as detailed below and in note 3, as the Directors believe that these

measures provide additional information that is useful to the users of our accounts.

The APMs we report in these accounts are:

• Earnings before interest, tax, depreciation and amortisation (EBITDA)

• Adjusted EBITDA

• Adjusted operating profit

• Adjusted profit

• Adjusted earnings per share (EPS)

• Post-tax free cash flow

To aide comparability with the figures presented in previous periods, and as they are the measures used in respect of internal reporting, pre-IFRS 16

versions of these APMs have also been calculated, where appropriate.

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Interest, tax, depreciation and amortisation are as defined statutorily whilst the items we adjust for are those we consider not to be reflective of the

underlying performance of the business as detailed in note 3. These adjustments include the non-underlying impact of foreign exchange (which

chiefly comprises the fair value and foreign exchange impact of derivatives that have not been designated as part of a hedge accounting relationship

and which are yet to mature), and costs incurred in relation to significant projects, where such costs are considered to have had a meaningful impact

in the presented period, which are non-recurring and do not relate to underlying trading.

Underlying performance has been determined so as to align with how the Group financial performance is monitored on an ongoing basis by

management. In particular, this reflects certain adjustments being made to consider an adjusted operating profit measure of performance.

Adjusted finance costs reflect the ongoing charges associated with our debt structure and exclude one-off effects of refinancing.

The Directors believe that our adjusted APMs provide users of the account with measures of performance which are appropriate to the retail industry

and presented by peers and competitors. Adjusted values are considered to be appropriate to exclude unusual, non-trading and/or non-recurring

impacts on performance which therefore provides the user of the accounts with an additional metric to compare periods of account.

The APMs used are not measures of performance or liquidity under IFRS and should not be considered in isolation or as a substitute for measures of

profit, or as an indicator of the Group’s operating performance or cash flows from operating activities as determined in accordance with IFRS.

Brands

Brands acquired by the business are amortised if the corresponding agreement is specifically time limited, or if the fair valuation exercise (carried out

for brands acquired via business combinations) identifies a fair lifespan for the brand. This amortisation is charged to administrative expenses.

Otherwise, brands are considered to have an indefinite life on the basis that they form part of the CGUs within the Group which will continue in

operation indefinitely, with no foreseeable limit to the period over which they are expected to generate net cash inflows.

Where brands are considered to have an indefinite life they are reviewed at least annually for impairment or whenever events or changes in

circumstances indicate that their carrying amount may not be recoverable.

Where the carrying value of an asset exceeds its recoverable amount (i.e. the higher of value-in-use and fair value less costs to sell), the asset is

impaired accordingly with the impairment charged to administration expenses.

Intangible assets

Intangible assets acquired separately, including computer software, are measured on initial recognition at cost comprising the purchase price and

any directly attributable costs of preparing the asset for use.

Following initial recognition, assets are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation begins

when an asset is available for use and is calculated on a straight-line basis to allocate the cost of the asset over its estimated useful life as follows:

Computer software acquired – 3 or 4 years

Amortisation method, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

Property, plant and equipment

Property, plant and equipment is carried at cost less accumulated depreciation and accumulated impairment losses.

Cost comprises purchase price and directly attributable costs. Unless significant or incurred as part of a refit programme, subsequent expenditure

will usually be treated as repairs or maintenance and expensed to the statement of comprehensive income.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future

economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the

replaced part is derecognised.

Depreciation

Freehold land is not depreciated. For all other property, plant and equipment, depreciation is calculated on a straight-line basis to allocate cost,

less residual value of the assets, over their estimated useful lives as follows:

Leasehold buildings – Life of lease (max 50 years)

Freehold buildings – 2% – 4% straight line

Plant, fixtures and equipment – 10% – 33% straight line

Motor vehicles – 12.5% – 33% straight line

Residual values and useful lives are reviewed annually and adjusted prospectively, if appropriate.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal.

Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of

the asset) is included in the statement of comprehensive income when the asset is derecognised.

Notes to the Consolidated Financial Statements continued

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Leases

The Group applies the leasing standard, IFRS 16, to all contracts identified as leases at their inception, unless they are considered a short-term lease

(with a term less than a year) or where the asset is of a low underlying value. Assets which may fall into these categorisations include printers,

vending machines and security cameras, and the lease expense is within administrative expenses.

The Group has lease contracts in relation to property, equipment, fixtures & fittings and vehicles. A contract is classified as a lease if it conveys the

right to control the use of an identified asset for a period of time in exchange for consideration.

When a lease contract is recognised, the business assesses the term for which we are reasonably certain to hold that lease, and the minimum

lease payments over that term are discounted to give the initial lease liability. The initial right-of-use asset is then recognised at the same value,

adjusted for incentives or payments made on the day that the lease was acquired. Any variable lease costs are expensed to administrative costs

when incurred.

The date that the lease is brought into the accounts is the date from which the lease has been effectively agreed by both parties as evidenced by the

Group’s ability to use that property.

The right-of-use asset is subsequently depreciated on a straight-line basis over the term of that lease, or useful life (whichever is shorter) with the

charge being made to administrative costs. The lease liability attracts interest which is charged to finance costs, and is measured at amortised cost

using the effective interest method.

Right-of-use assets may be impaired if, for instance, a lease becomes onerous. Impairment costs are charged to administrative costs.

Lease modifications are recorded where there is a change in the expected cashflows associated with a lease, such as through a rent review. When

a lease modification occurs the lease liability is recalculated and an equivalent adjustment is made to the right-of-use asset, unless that asset would

be reduced below zero, in which case the excess is expensed in administrative costs. The recalculation is carried out with an unchanged discount

unless the change has affected management’s assessment of the term of the lease.

If there is a significant event, such as the lease reaching its expiry date, the likely exercise of a previously unrecognised break clause, or the signing

of an extension lease, the lease term is re-assessed by management as to how long we can reasonably stay in that property, and a new lease

agreement or modification (if the change is made before the expiry date) is recognised for the re-assessed term, with a recalculated discount rate.

Lease modifications are also recorded where there is a change in the expected cashflows associated with the lease, such as through a rent review.

Unless the change affects the term, the discount rate is not recalculated. A lease modification results in a recalculation of the lease liability with

a corresponding adjustment made to the right-of-use asset.

The discount rate used is individual to each lease. Where a lease contract includes an implicit interest rate, that rate is used. In the majority of leases

this is not the case and the discount rate is taken to be the incremental borrowing rate as related to that specific asset. This is a calculation based

upon the external market rate of borrowing for the Group, as well as several factors specific to the asset to be discounted.

The Group separates lease payments between lease and non-lease components (such as service charges on property) at the point at which the

lease is recognised. Non-lease components are charged through administrative expenses.

Sale and leaseback transactions

The Group recognises a sale and leaseback transaction when the Group sells an asset that has been previously recognised in property, plant and

equipment, and subsequently leases it back as part of the same or a linked transaction.

Management use the provisions of IFRS 15 to assess if a sale has taken place, and the provisions of IFRS 16 to recognise the resulting lease, with

the liability and discount rate calculated in line with our lease policy and the asset subject to an adjustment based upon the net book value of the

disposed asset, the opening lease liability, the consideration received and the fair value of the asset on the date it was sold.

Resulting gains or losses are recognised in administrative expenses.

Investments in associates

Associates are those entities over which the Group has significant influence, but which are neither subsidiaries nor interests in joint ventures.

Investments in associates are recognised initially at cost and subsequently accounted for using the equity method. However, any goodwill or fair

value adjustment attributable to the Group’s share of associates is included in the amount recognised as investment in associates.

All subsequent changes to the share of interest in the equity of the associate are recognised in the Group’s carrying amount of the investment,

including a reduction in the carrying amount equal to any dividend received. Changes resulting from the profit or loss generated by the associate are

reported in the ‘Share of profits/(losses) of associates’ caption in the consolidated statement of comprehensive income and therefore affect net results

of the Group. These changes include subsequent depreciation, amortisation and impairment of the fair value adjustments of assets and liabilities.

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Items that have been recognised directly in the associate’s other comprehensive income are recognised in the consolidated other comprehensive

income of the Group. However, when the Group’s share of losses in an associate equals or exceeds its interest in the associate, the Group does

not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate. If the associate subsequently reports

profits, the investor resumes recognising its share of those profits only after its share of the profits equals the share of losses not recognised.

Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates.

Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Amounts reported in the

consolidated financial statements of associates have been adjusted where necessary to ensure consistency with the accounting policies adopted by

the Group.

Impairment of non-financial assets

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual

impairment testing for an asset is required (for goodwill or indefinite life assets), the Group estimates the asset’s recoverable amount.

The Group bases its impairment calculation on detailed budgets and forecasts which are prepared separately for each of the Group’s cash-generating

units (CGUs) to which the individual assets are allocated. These budgets and forecast calculations are usually prepared in January and cover a period

of five years. For longer periods, a long-term growth rate is calculated and applied to the projected future cash flows after the fifth year. The Group’s

three-year plan is usually approved in March. If due to the passage of time there are significant differences in the key assumptions between the

forecast and plan, or if management consider that the forecast has a more sensitive level of headroom, then the impairment test will be additionally

sensitised to the plan assumptions.

Indications of impairment might include (for goodwill and the brand assets, for instance) a significant decrease in the like-for-like sales of established

stores, sustained negative publicity or a drop off in visits to our website and social media accounts.

An asset’s recoverable amount is the higher of an assets or CGUs fair value less costs to sell and its value-in-use. It is determined for an individual

asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the

carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

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 or CGU.

Impairment losses of continuing operations are recognised in the statement of comprehensive income in those expense categories consistent with

the function of the impaired asset.

For assets excluding goodwill and acquired brands with indefinite lives, an assessment is made at each reporting date as to whether there is any

indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the Group estimates

the assets or CGUs recoverable amount.

A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable

amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its

recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been

recognised for the asset in prior years. Such reversal is recognised in the statement of comprehensive income, except for impairment of goodwill

which is not reversed.

Inventories

Inventories are stated at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items, using the

weighted average method.

Stock purchased in foreign currency is booked in at the hedge rate applicable to that stock (if effectively hedged) or the underlying foreign currency

rate on the date that the item is brought into stock.

Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs to sell. Transport, warehouse and

distribution costs are not included in inventory.

The Group receives supplier rebates which are included in the cost of inventory balance (and which therefore ultimately flow through to cost of sales).

These rebates are recognised on an accruals basis according to purchase levels achieved at the end of each period.

Share options

The Group operates several equity-settled share option schemes.

The schemes have been accounted for under the provisions of IFRS 2 and, accordingly, have been fair valued on their inception date using

appropriate methodology (the Black Scholes and Monte Carlo models).

Notes to the Consolidated Financial Statements continued

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A cost is recorded through the statement of comprehensive income in respect of the number of options outstanding and the fair value of those

options. A corresponding credit is made to the retained earnings reserve and the effect of this can be seen in the statement of changes in equity. See

note 9 for more details.

Taxation

Current income tax

Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation

authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date, in

the countries where the Group operates and generates taxable income. Tax is recognised in the statement of comprehensive income, except to

the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other

comprehensive income or directly in equity.

Deferred tax

Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying

amounts for financial reporting purposes at the reporting date. Deferred tax liabilities are recognised for all taxable temporary differences, except:

• when the deferred tax liability arises from the initial recognition of goodwill or 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, associates and interests in joint ventures, when 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 for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent

that it is highly probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax

credits and unused tax losses can be utilised, except:

• when the deferred tax asset relating to the deductible temporary difference arises from the initial recognition 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 deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax

assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit

will be available against which the temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient

taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each

reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is

settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Financial instruments

The Group uses derivative financial instruments such as forward currency contracts to reduce its foreign currency risk, commodity price risk and

interest rate risk. Derivative financial instruments are recognised at fair value. The fair value is derived using an internal model and supported by

valuation reports from the issuing banks.

Where a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognised asset or liability, or a highly probable

forecast transaction, the effective part of any gain or loss on the derivative financial instrument is recognised directly in other comprehensive income

and accumulated in the hedging reserve. Any ineffective portion of the hedge is recognised immediately in the statement of comprehensive income.

Effectiveness of the derivatives subject to hedge accounting is assessed prospectively at inception of the derivative, and at each reporting period end

date prior to maturity.

Where a hedge of a forecast transaction subsequently results in the recognition of a non-financial asset, such as an item of inventory, the associated

gains and losses are recognised in the initial cost of that asset.

When a hedging instrument expires or is sold, terminated or exercised, or the entity revokes designation of the hedge relationship but the hedged

forecast transaction is still expected to occur, the cumulative gain or loss at that point remains in equity and is recognised in accordance with the above

policy when the transaction occurs. If the hedged transaction is no longer expected to take place, the cumulative unrealised gain or loss recognised

in equity is reclassified in the statement of other comprehensive income immediately.

Financial assets

Under IFRS 9, on initial recognition, a financial asset is classified as measured at amortised cost, fair value through profit or loss, or fair value though

other comprehensive income.

A financial asset is measured at amortised cost using the effective interest rate if it meets both of the following conditions: it is held within a business

model whose objective is to hold assets to collect contractual cash flows; and its contractual terms give rise on specified dates to cash flows that

are solely payments of principal and interest on the principal amount outstanding. Under IFRS 9 trade receivables, without a significant financing

component, are classified and held at amortised cost, being initially measured at the transaction price and subsequently measured at amortised

cost less any impairment loss.

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IFRS 9 includes an “expected loss” model (“ECL”) for recognising impairment of financial assets held at amortised cost. The Group has elected to

measure loss allowances for trade receivables at an amount equal to lifetime ECLs. Credit losses are measured as the present value of all cash

shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expects to

receive).

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating expected credit

losses, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both

quantitative and qualitative information and analysis based on the Group’s historical experience and informed credit assessment and including

forward-looking information. The Group performs the calculation of expected credit losses separately for each customer group. The balances

involved are immaterial for further disclosure.

Financial assets at fair value through other comprehensive income

Financial assets at fair value through other comprehensive income comprise derivative financial instruments entered into by the Group that are

designated as hedging instruments in hedge relationships as defined by IFRS 9. Financial assets at fair value through other comprehensive income

are carried in the statement of financial position at fair value with changes in fair value recognised in other comprehensive income.

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss include derivative financial instruments entered into by the Group that are not designated as

hedging instruments in hedge relationships as defined by IFRS 9. Financial assets at fair value through profit or loss are carried in the statement of

financial position at fair value with changes in fair value recognised in profit and loss.

Derecognition

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognised when the rights to

receive cash flows from the asset have expired and the entity has transferred its rights to receive cash flows from the asset or has assumed an

obligation to pay the received cash flows in full and either (a) the entity has transferred substantially all the risks and rewards of the asset, or (b) the

entity has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

Impairment of financial assets

The Group assesses at each reporting date, on a forward-looking basis the ECLs associated with our financial assets carried at amortised cost.

Financial liabilities

Initial recognition and measurement

Financial liabilities within the scope of IFRS 9 are classified as financial liabilities at fair value through profit or loss or other financial liabilities.

The entity determines the classification of its financial liabilities at initial recognition. All financial liabilities are recognised initially at fair value.

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial derivatives held for trading. Financial liabilities are classified as held-for-trading

if they are acquired for the purpose of selling in the near term. This category includes derivative financial instruments entered into by the Group.

Gains or losses on liabilities held-for-trading are recognised in profit and loss.

Other financial liabilities

After initial recognition, interest-bearing loans and borrowings, trade and other payables and other liabilities are subsequently measured at

amortised cost using the effective interest rate method. Gains and losses are recognised in the statement of comprehensive income when the

liabilities are derecognised as well as through the effective interest rate method (EIR) amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR.

The EIR amortisation is included in finance costs.

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.

Fair value of financial instruments

The fair value of financial instruments that are traded in active markets at each reporting date is determined by reference to mark-to-market

valuations obtained from the relevant bank (bid price for long positions and ask price for short positions), without any deduction for transaction costs.

Refinancing

Where bank borrowings are refinanced, the Group assesses whether the transaction results in new facilities or a modification of the previous facilities.

Where the transaction results in a modification of the facilities, the Group assesses whether that modification is substantial by reference both to

whether the present value of the cash flows of the new facilities is more than 10% different to the present value of the cash flows of the previous

facilities and by reference to any qualitative differences between the old and new agreements.

Notes to the Consolidated Financial Statements continued

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Where a modification is substantial, the Group derecognises the original liability and recognises a new liability for the modified facilities with any

transaction costs expensed to the income statement. Where the modification is non-substantial, the Group amends the carrying amount of the

liability to reflect the updated cash flows and amends the EIR from the modification date.

Cash and cash equivalents

Cash and cash equivalents comprise of cash at bank and in hand, less bank overdrafts to the extent the Group have the right to offset and settle

these balances net.

The Group’s cash and cash equivalents balance includes £38m (2024: £54m) of credit card receivables due to be received within three working days

of the year-end date.

Equity

Equity comprises the following:

• Share capital represents the nominal value of equity shares;

• Share premium represents the excess of the consideration made for the shares, over and above the nominal valuation of those shares;

• Retained earnings reserve represents retained profits;

• Hedging reserve representing the fair value of the derivatives held by the Group at the period end that are accounted for under hedge accounting

and that represent effective hedges;

• Legal reserve representing the statutory reserve required by Luxembourg law as an apportionment of profit within each Luxembourg company;

• Merger reserve representing the reserve created during the reorganisation of the Group in 2014; and

• Foreign exchange reserve represents the cumulative differences arising in retranslation of the subsidiaries and associate’s results.

Foreign currency translation

These consolidated financial statements are presented in pounds sterling.

The following Group companies have a functional currency of pounds sterling:

• B&M European Value Retail S.A.

• B&M European Value Retail 1 S.à r.l. (Lux Holdco)

• B&M European Value Retail Holdco 1 Ltd (UK Holdco 1)

• B&M European Value Retail Holdco 2 Ltd (UK Holdco 2)

• B&M European Value Retail Holdco 3 Ltd (UK Holdco 3)

• B&M European Value Retail Holdco 4 Ltd (UK Holdco 4)

• EV Retail Ltd

• B&M Retail Ltd

• Opus Homewares Ltd

• Heron Food Group Ltd

• Heron Foods Ltd

• Cooltrader Ltd

• Heron Properties (Hull) Ltd

• Centz N.I. Limited

The following Group companies have a functional currency of the Euro:

• B&M European Value Retail 2 S.à r.l. (SBR Europe)

• B&M France SAS

• B&M European Value Retail Germany GmbH (Germany Holdco)

The Group companies whose functional currency is the Euro have been consolidated into the Group via retranslation of their results in line with IAS 21

“Effects of Changes in Foreign Exchange Rates”. The assets and liabilities are translated into pounds sterling at the period end exchange rate. The

revenues and expenses are translated into pounds sterling at the average monthly exchange rate during the period. Any resulting foreign exchange

difference is cumulatively recorded in the foreign exchange reserve with the annual effect being charged or credited to other comprehensive income.

Transactions entered into by the company in a currency other than the currency of the primary economic environment in which it operates (the

“functional currency”) are recorded at the rates ruling when the transactions occur. Foreign currency monetary assets and liabilities are translated at

the rates ruling at the balance sheet date. Exchange differences arising on the retranslation of unsettled monetary assets and liabilities are recognised

immediately in profit or loss.

Pension costs

The Group operates a defined contribution scheme and contributions are charged to profit or loss in the period in which they are incurred.

Provisions

Provisions are recognised when a present obligation (legal or constructive) exists as a result of a past event and where it is probable that an outflow of

resources embodying economic benefits will be required to settle the obligation and the amount can be reliably estimated. Provisions are discounted

where the time value of money is considered to be material.

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The property provision contains expected dilapidation costs, which covers expected dilapidation costs for any lease considered onerous, any related to

stores recently closed, any stores which are planned or at risk of closure and those stores occupied but not under contract. At the period end, 146 stores

were provided against (2024: 109). This year-on-year increase is reflective of the rolling number of out of contract leases which increases as the store

estate increases, and against each of which we hold a small dilapidations provision.

We do not provide against stores which are under contract and not considered at risk of closure (comprising the majority of the estate) as

management consider that such a provision would be minimal as a result of regular store maintenance and limited fixed fit out costs.

We also provide against the terminal dilapidation expense on our major distribution centres, which is built up over the term of the leases held over

those distribution centres.

Climate change considerations

In preparing the financial statements, the Group has considered the impact of climate change, particularly in the context of the TCFD disclosures and

the Group’s ESG strategy included in the Annual Report.

The Group’s existing fixed asset replacement programme is phased over several years and therefore any changes in the requirements associated with

climate change would not have a material impact in any given year. The costs expected to be incurred in connection with the Group’s commitments are

included within the Group’s budget used to support the going concern and viability assessments and the impairment reviews of non-current assets.

Given the identified risks are expected to be present in the medium to long-term, the impact of climate change on the going concern and viability of

the Group over the next three years is not expected to be material and is therefore not currently classified as a key source of estimation of uncertainty.

Critical judgements and key sources of estimation uncertainty

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of

causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Group

based its assumptions and estimates on parameters available when the financial information was prepared. However, existing circumstances

and assumptions about future developments 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.

Critical judgements

Investments in associates

Multi-lines International Company Ltd (Multi-lines), which is 50% owned by the Group, has been judged by management to be an associate rather

than a subsidiary or a joint venture.

Under IFRS 10 control is determined by:

• Power over the investee.

• Exposure, or rights, to variable returns from its involvement with the investee.

• The ability to use its power over the investee to affect the amount of the investor’s returns.

Although 50% owned, B&M Group does not have voting rights or substantive rights. Therefore, the level of power over the business is considered

to be more in keeping with that of an associate than a joint-venture and, therefore, it has been treated as such within these consolidated financial

statements.

Hedge accounting

The Group hedge accounts for stock purchases made in US Dollars.

There is significant management judgement involved in forecasting the level of dollar purchases to be made within the period that the forward hedge

has been bought for.

Management takes a cautious view that no more than 80% of the operational hedging in place can be subject to hedge accounting, due to forecast

uncertainties, and assesses every forward hedge taken out, on inception, if that figure should be reduced further by considering general purchasing

trends, and discussion of specific purchasing decisions.

Estimation uncertainty

There are no areas of estimation uncertainty where management consider that there is a significant risk of a material adjustment to the carrying

amounts of assets and liabilities within the next financial year.

Notes to the Consolidated Financial Statements continued

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Standards and interpretations not yet applied by the Group

The following amendments to accounting standards and interpretations, issued by the International Accounting Standards Board (IASB), have not yet

been applied by the Group in the period. None of these are expected to have a significant impact on the Group’s consolidated results or financial

position:

IASB effective for annual periods beginning on or after 1 January 2026

Standard	Summary of changes	EU endorsement status
Amendments to IFRS 9	The amendments provide an exception for the derecognition of financial liabilities,	Not yet endorsed.
Recognition of a Financial	allowing companies to derecognise its trade payable before the settlement date,
Asset or Financial Liability	when it uses an electronic payment system that meets all of the exception criteria.

IASB effective for annual periods beginning on or after 1 January 2027

Standard	Summary of changes	EU endorsement status
IFRS 18 Presentation	The standard requires the presentation of two new defined subtotals in the	Not yet endorsed.
and Disclosure in	income statement – operating profit and profit before financing and income taxes
Financial Statements	and defined categories (operating, investing and financing). The disclosure of APMs
	that are not subtotalled in the financial statements must be specified.

2 Segmental information

IFRS 8 “Operating Segments” requires the Group’s segments to be identified on the basis of internal reports about the components of the Group

that are regularly reviewed by the chief operating decision maker to assess performance and allocate resources across each reporting segment.

The chief operating decision maker has been identified as the Executive Directors who monitor the operating results of the retail segments for the

purpose of making decisions about resource allocation and performance assessment.

For management purposes, the Group is organised into three operating segments, UK B&M, UK Heron and France B&M segments comprising the

three separately operated business units within the Group.

Items that fall into the corporate category, which is not a separate segment but is presented to reconcile the balances to those presented in the main

statements, include those related to the Luxembourg or associate entities, Group financing, corporate transactions, any tax adjustments and items

we consider to be adjusting (see note 3).

The average Euro rate for translation purposes was €1.1885/£ during the year, with the period-end rate being €1.1955/£ (2024: €1.1587/£ and

€1.1694/£ respectively).

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2 Segmental information continued

	UK	UK	France
	B&M	Heron	B&M	Corporate	Total
52 week period to 29 March 2025	£’m	£’m	£’m	£’m	£’m
Revenue	4,483	546	542	–	5,571
EBITDA (note 3)	737	39	91	(27)	840
Depreciation and amortisation	(207)	(23)	(43)	–	(273)
Profit/(loss) before interest and tax	530	16	48	(27)	567
Net finance expense	(51)	(2)	(16)	(67)	(136)
Income tax (charge)/credit	(123)	(3)	(8)	22	(112)
Segment profit/(loss)	356	11	24	(72)	319
Total assets	3,265	280	436	26	4,007
Total liabilities	(1,601)	(120)	(321)	(1,213)	(3,255)
Capital expenditure*	(103)	(14)	(16)	–	(133)

	UK	UK	France
	B&M	Heron	B&M	Corporate	Total
53 week period to 30 March 2024	£’m	£’m	£’m	£’m	£’m
Revenue	4,410	560	514	–	5,484
EBITDA (note 3)	743	50	89	(17)	865
Depreciation and amortisation	(195)	(23)	(40)	–	(258)
Profit/(loss) before interest and tax	548	27	49	(17)	607
Net finance expense	(48)	(1)	(14)	(46)	(109)
Income tax (charge)/credit	(127)	(6)	(9)	11	(131)
Segment profit/(loss)	373	20	26	(52)	367
Total assets	2,905	284	413	23	3,625
Total liabilities	(1,491)	(119)	(307)	(974)	(2,891)
Capital expenditure*	(97)	(15)	(14)	–	(126)

* Capital expenditure includes both tangible and intangible capital.

Adjusted operating profit by segment is equal to the profit before interest and tax figures given above.

Revenue is disaggregated geographically as follows:

	52 weeks ended	53 weeks ended
	29 March	30 March
	2025	2024
Period to	£’m	£’m
Revenue due from UK operations	5,029	4,970
Revenue due from French operations	542	514
Overall revenue	5,571	5,484

Non-current assets (excluding deferred tax and financial instruments) are disaggregated geographically as follows:

	29 March	30 March
	2025	2024
As at	£’m	£’m
UK operations	2,381	2,315
French operations	271	254
Luxembourg operations	7	5
Overall non-current assets	2,659	2,574

The Group operates a small wholesale operation, with the relevant disaggregation of revenue as follows:

	52 weeks ended	53 weeks ended
	29 March	30 March
	2025	2024
Period to	£’m	£’m
Revenue due to sales made in stores	5,541	5,454
Revenue due to wholesale activities	30	30
Overall revenue	5,571	5,484

Notes to the Consolidated Financial Statements continued

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3 Reconciliation of non-IFRS measures from the statement of comprehensive income

The Group reports a selection of alternative performance measures as detailed below. The Directors believe that these measures provide additional

information that is useful to the users of the accounts.

EBITDA, adjusted EBITDA, adjusted operating profit and adjusted profit are all non-IFRS measures and therefore a reconciliation from the statement of

comprehensive income is set out below.

	52 weeks ended	53 weeks ended
	29 March	30 March
	2025	2024
Period to	£’m	£’m
Profit on ordinary activities before interest and tax	567	607
Add back depreciation and amortisation	273	258
EBITDA	840	865
Costs in relation to significant property transactions	5	9
Costs in relation to significant infrastructure projects	4	–
Group trading director settlement	12	–
Non-underlying impact of foreign exchange	3	(2)
Adjusted EBITDA	864	872
Depreciation and amortisation	(273)	(258)
Adjusted operating profit	591	614
Interest costs related to lease liabilities (note 6)	(77)	(69)
Net other finance costs (note 6)	(59)	(44)
Adjusted profit before tax	455	501
Adjusted tax	(118)	(132)
Adjusted profit for the period	337	369

On a pre-IFRS 16 basis, the costs in relation to significant infrastructure projects adjusting item was £5m, and the total of the pre-IFRS 16 adjusting

items was £25m compared to the £24m above on a post-IFRS 16 basis (2024: no differences).

Adjusted EBITDA (pre-IFRS 16), adjusted operating profit (pre-IFRS 16) and adjusted profit (pre-IFRS 16) are also non-IFRS measures and are reconciled

as follows:

	52 weeks ended	53 weeks ended
	29 March	30 March
	2025	2024
Period to	£’m	£’m
EBITDA (above)	840	865
Remove effects of IFRS 16 on EBITDA	(245)	(243)
EBITDA (pre-IFRS 16)	595	622
Adjusting items (above)	25	7
Adjusted EBITDA (pre-IFRS 16)	620	629
Pre-IFRS 16 depreciation and amortisation	(92)	(82)
Adjusted operating profit (pre-IFRS 16)	528	547
Net other finance costs	(59)	(44)
Adjusted profit before tax (pre-IFRS 16)	469	503
Adjusted tax	(122)	(133)
Adjusted profit (pre-IFRS 16) for the period	347	370

The effects of IFRS 16 on EBITDA caption reflects the difference between IAS 17 and IFRS 16 accounting and largely consists of the additional rent

expense the Group would have incurred under the IAS 17 standard.

Adjusting items include gains and losses associated with any significant projects and the non-underlying impact of foreign exchange.

In reference to the captions in the tables above;

Costs in relation to significant property transactions includes the expenses associated with the acquisition of options in relation to several

ex-Wilko and ex-Homebase stores. These deals are now completed and no further expense is expected in relation to these transactions.

Costs in relation to significant infrastructure projects includes the pre-operational costs of the Ellesmere Port site and disruption costs around

building and implementing the technical infrastructure to enable our DC expansion project to proceed in France.

Both projects are significant in nature, with Ellesmere Port representing the largest infrastructure project within the Group since Bedford opened in

2020, and the French project representing a step change in the capacity of that segment.

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3 Reconciliation of non-IFRS measures from the statement of comprehensive income continued

In France, the disruption costs experienced have been calculated by reference to increased cost to serve per volume unit, which was driven by

increased headcount required over a specific time period within the year. These costs have normalised prior to the year-end date.

The overall French expansion project is scheduled to complete in early FY27 and our Ellesmere Port site is expected to be fully operational in late FY26,

with further costs expected to accrue over those time periods.

Group trading director settlement represents the sum payable to the former Group trading director following revised agreements being made with

this director in June and December 2024. These agreements included specifying his retirement as director of Group subsidiaries in March 2025, and

his entitlement to £5m termination and £6m consultancy payments in relation to the periods in FY25 (after June 2024) and FY26 respectively, with the

remainder of the presented adjusting item consisting of employer payroll taxes.

The sums payable are in full and final settlement of the maximum sums payable under the previously announced retention agreement in respect

of the same two periods. In entering into the revised agreements it was expected that a degree of involvement as a consultant would be required in

FY26 to ensure a smooth transition. However, following the quick and successful transitional period that has already taken place for that role, this is

no longer expected and as such the £6m consultancy payment has subsequently been considered to be a provision by Group management and has

been recognised in FY25.

The adjusting item does not include the former Group trading director’s salary, benefits or annual bonus or the full costs of the newly appointed

trading director. It is considered by management to be an adjusting item as it is material and one-off in nature and does not relate to the ongoing

trade of the Group.

The settlement in relation to the Group CEO, which includes in FY25 the costs of all payments due in respect of his notice period, has not been

included as an adjusting item as this agreement is in-line with usual settlements in relation to directors.

Non-underlying impact of foreign exchange includes the fair value of derivatives which have yet to mature and any gains or losses in relation to

foreign exchange on intercompany balances only.

Whilst the business is undergoing a corporate redomicile and has incurred £1m of expenses in relation to this to the year end date, it has not been

included as an adjusting item as it has not had a meaningful impact in the presented period. We expect that substantial costs will be incurred in

FY26, with the project planned to complete before the end of calendar 2025. We therefore expect to include those costs as an adjusting item in our

FY26 set of accounts.

Adjusted tax represents the tax charge per the statement of comprehensive income as adjusted only for the effects of the adjusting items

detailed above.

The following table reconciles the statutory figures to the adjusted and adjusted (pre-IFRS 16) figures in the statutory profit and loss format on

a line-by-line basis:

	Statutory	Adjusting	Adjusted	Impact of	Adjusted
	figures	items	figures	IFRS 16	(pre-IFRS 16)
52-week period to 29 March 2025	£’m	£’m	£’m	£’m	£’m
Revenue	5,571	–	5,571	–	5,571
Cost of sales	(3,479)	–	(3,479)	–	(3,479)
Gross profit	2,092	–	2,092	–	2,092
Depreciation and amortisation	(273)	–	(273)	181	(92)
Other administrative expenses	(1,253)	24	(1,229)	(244)	(1,473)
Operating profit	566	24	590	(63)	527
Share of profits in associates	1	–	1	–	1
Profit before interest and tax	567	24	591	(63)	528
Finance costs relating to right-of-use assets	(77)	–	(77)	77	–
Other finance costs	(66)	–	(66)	(0)	(66)
Finance income	7	–	7	–	7
Profit before tax	431	24	455	14	469
Income tax expense	(112)	(6)	(118)	(4)	(122)
Profit for the period	319	18	337	10	347

Notes to the Consolidated Financial Statements continued

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	Statutory	Adjusting	Adjusted	Impact of	Adjusted
	figures	items	figures	IFRS 16	(pre-IFRS 16)
53-week period to 30 March 2024	£’m	£’m	£’m	£’m	£’m
Revenue	5,484	–	5,484	–	5,484
Cost of sales	(3,449)	–	(3,449)	–	(3,449)
Gross profit	2,035	–	2,035	–	2,035
Depreciation and amortisation	(258)	–	(258)	176	(82)
Other administrative expenses	(1,169)	7	(1,162)	(243)	(1,405)
Operating profit	608	7	615	(67)	548
Share of losses in associates	(1)	–	(1)	–	(1)
Profit before interest and tax	607	7	614	(67)	547
Finance costs relating to right-of-use assets	(69)	–	(69)	69	–
Other finance costs	(50)	1	(49)	–	(49)
Finance income	10	(5)	5	–	5
Profit before tax	498	3	501	2	503
Income tax expense	(131)	(1)	(132)	(1)	(133)
Profit for the period	367	2	369	1	370

The tables below give the reconciliation between the operating profit and adjusted EBITDA (pre-IFRS 16) by segment:

	UK	UK	France
	B&M	Heron	B&M	Corporate	Total
52-week period to 29 March 2025	£’m	£’m	£’m	£’m	£’m
Profit/(loss) before interest and tax	530	16	48	(27)	567
Adjusting items (above)	–	–	–	24	24
Adjusted operating profit/(loss)	530	16	48	(3)	591
Depreciation and amortisation (pre-IFRS 16)	66	14	12	–	92
Impact of IFRS 16	(51)	(0)	(12)	0	(63)
Adjusted EBITDA (pre-IFRS 16)	545	30	48	(3)	620

	UK	UK	France
	B&M	Heron	B&M	Corporate	Total
53-week period to 30 March 2024	£’m	£’m	£’m	£’m	£’m
Profit/(loss) before interest and tax	548	27	49	(17)	607
Adjusting items (above)	–	–	–	7	7
Adjusted operating profit/(loss)	548	27	49	(10)	614
Depreciation and amortisation (pre-IFRS 16)	59	13	10	–	82
Impact of IFRS 16	(51)	(4)	(12)	–	(67)
Adjusted EBITDA (pre-IFRS 16)	556	36	47	(10)	629

The segmental split in EBITDA and adjusted EBITDA reconciles as follows:

	UK	UK	France
	B&M	Heron	B&M	Corporate	Total
52-week period to 29 March 2025	£’m	£’m	£’m	£’m	£’m
Profit/(loss) before interest and tax	530	16	48	(27)	567
Add back depreciation and amortisation	207	23	43	–	273
EBITDA	737	39	91	(27)	840
Adjusting items (above)	–	–	–	24	24
Adjusted EBITDA	737	39	91	(3)	864

	UK	UK	France
	B&M	Heron	B&M	Corporate	Total
53-week period to 30 March 2024	£’m	£’m	£’m	£’m	£’m
Profit/(loss) before interest and tax	548	27	49	(17)	607
Add back depreciation and amortisation	195	23	40	–	258
EBITDA	743	50	89	(17)	865
Adjusting items (above)	–	–	–	7	7
Adjusted EBITDA	743	50	89	(10)	872

Adjusted EPS and diluted EPS measures are reconciled in note 11.

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Post-tax free cash flow is reconciled to the consolidated statement of cash flows as follows:

	52 weeks ended	53 weeks ended
	29 March	30 March
	2025	2024
Period ended	£’m	£’m
Cash flows from operating activities	784	862
Income tax paid	(109)	(116)
Purchase of property, plant and equipment	(131)	(123)
Purchase of intangible assets	(2)	(3)
Proceeds from sale of property, plant and equipment	22	2
Repayment of the principal in relation to lease liabilities	(176)	(171)
Payment of interest in relation to right-of-use assets	(77)	(69)
Post-tax free cash flow	311	382

Adjusted EBITDA and related measures are not measures of performance or liquidity under IFRS and should not be considered in isolation or as a

substitute for measures of profit, or as an indicator of the Group’s operating performance or cash flows from operating activities as determined in

accordance with IFRS.

4 Reconciliation of the 52-week results from the 53-week adjusted results

Our prior year comparatives are on a 53-week basis. Group management consider that presenting an adjusted 52-week result is helpful to the users

of this annual report in order to directly compare like-for-like periods.

Therefore, we present a reconciliation to an adjusted 52-week statement of comprehensive income derived from the adjusted 53-week statement of

comprehensive income by removing the final week of the previous financial year. The adjusting items are those detailed in note 3.

	52 weeks ended	52 weeks ended		53 weeks ended
	29 March	23 March		30 March
	2025	2024	Week 53	2024
Adjusted	£’m	£’m	£’m	£’m
Revenue	5,571	5,372	112	5,484
Cost of sales	(3,479)	(3,379)	(70)	(3,449)
Gross profit	2,092	1,993	42	2,035
Operating costs	(1,472)	(1,377)	(29)	(1,406)
Adjusted EBITDA (pre-IFRS 16)	620	616	13	629
Depreciation and amortisation (pre-IFRS 16)	(92)	(80)	(2)	(82)
Operating impact of IFRS 16	63	66	1	67
Adjusted operating profit	591	602	12	614
Adjusting items	(24)	(7)	(0)	(7)
Profit before interest and tax	567	595	12	607
Finance costs relating to right-of-use assets	(77)	(68)	(1)	(69)
Other net finance costs	(59)	(39)	(1)	(40)
Profit before tax	431	488	10	498

5 Operating profit

The following items have been charged in arriving at operating profit:

	52 weeks ended	53 weeks ended
	29 March	30 March
	2025	2024
Period ended	£’m	£’m
Auditor’s remuneration	1	1
Payments to auditors in respect of non-audit services:
Other assurance services	0	0
Cost of inventories recognised as an expense (included in cost of sales)	3,479	3,449
Depreciation of owned property, plant and equipment	88	79
Amortisation (included within administration costs)	2	2
Depreciation of right-of-use assets	183	177
Impairment of right-of-use assets	3	5
Operating lease rentals	4	3
Sublet income	(2)	(2)
Other operational income	(9)	(6)
(Profit)/loss on sale of property, plant and equipment	(0)	1
Profits on sale and leasebacks	(0)	–
Loss on foreign exchange	1	7

Notes to the Consolidated Financial Statements continued

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6 Finance costs and finance income

Finance costs include all interest-related income and expenses. The following amounts have been included in the continuing profit line for each

reporting period presented:

	52 weeks ended	53 weeks ended
	29 March	30 March
	2025	2024
Period ended	£’m	£’m
Interest on debt and borrowings	(63)	(47)
Ongoing amortisation of finance fees	(2)	(2)
Interest rate swap derivative	(1)	(0)
Total adjusted finance expense	(66)	(49)
Release of remaining unamortised fees on previous facilities	–	(1)
Total other finance expense	(66)	(50)
Finance costs on lease liabilities	(77)	(69)
Total finance expense	(143)	(119)

The finance expense reconciles to the statement of cash flows as follows:

	52 weeks ended	53 weeks ended
	29 March	30 March
	2025	2024
Period ended	£’m	£’m
Cash
Finance costs paid in relation to debt and borrowings	56	41
Finance costs paid in relation to lease liabilities	77	69
Fees paid in relation to refinancing	4	15
Finance costs paid	137	125
Non-cash
Movement of accruals in relation to debt and borrowings	7	6
Capitalisation of paid fees in relation to new facilities	(4)	(15)
Release of remaining unamortised fees on previous facilities	–	1
Ongoing amortisation of finance fees	2	2
Interest rate swap derivative	1	(0)
Total finance expense	143	119

	52 weeks ended	53 weeks ended
	29 March	30 March
	2025	2024
Period ended	£’m	£’m
Interest income on loans and bank accounts	7	4
Interest income on overpaid corporation tax	–	1
Total adjusted finance income	7	5
Gain on tender of corporate bonds	–	5
Total finance income	7	10

Total net adjusted finance costs are therefore:

	52 weeks ended	53 weeks ended
	29 March	30 March
	2025	2024
Period ended	£’m	£’m
Total adjusted finance expense	(66)	(49)
Total adjusted finance income	7	5
Total net adjusted finance costs	(59)	(44)

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7 Employee remuneration

Expense recognised for employee benefits is analysed below:

	52 weeks ended	53 weeks ended
	29 March	30 March
	2025	2024
Period ended	£’m	£’m
Wages and salaries	719	657
Social security costs	56	47
Share-based payment expense	3	3
Pensions – defined contribution plans	12	10
Total remuneration	790	717

There are £2m of defined contribution pension liabilities owed by the Group at the period end (2024: £2m).

B&M France operates a scheme where they must provide a certain amount per employee to pay upon their retirement date. The accrual on this

scheme at the period end was <£1m (2024: <£1m).

The average monthly number of persons employed by the Group during the period was:

	52 weeks ended	53 weeks ended
	29 March	30 March
Period ended	2025	2024
Sales staff	39,347	39,928
Administration	1,294	1,187
Total staff	40,641	41,115

8 Key management remuneration

Key management personnel and Directors’ remuneration includes the following:

	52 weeks ended	53 weeks ended
	29 March	30 March
	2025	2024
Period ended	£’m	£’m
Directors’ remuneration:
Short-term employee benefits	4	4
Termination payments	1	–
Benefits accrued under the share option scheme	0	1
Pension	–	0
Total	5	5
Key management expense (includes Directors’ remuneration):
Short-term employee benefits	13	14
Termination payments	7	–
Benefits accrued under the share option scheme	1	1
Pension	0	0
Other long-term benefits	1	–
Total	22	15
Amounts in respect of the highest paid director emoluments:
Short-term employee benefits	2	3
Termination payments	1	–
Benefits accrued under the share option scheme	0	0
Pension	–	0
Total	3	3

The emoluments disclosed above are of the Directors and key management personnel who have served as a Director within any of the continuing

Group companies.

Notes to the Consolidated Financial Statements continued

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9 Share options

The Group operates three equity-settled share option schemes which split down to various tranches. Details of these schemes follow.

1) Long-Term Incentive Plan (LTIP) awards

The LTIP was re-adopted by the Board on 23 July 2024. No grant under this scheme can be made more than 10 years after this date. The previous LTIP

was adopted by the Board on 29 May 2014 and expired on 29 May 2024.

Eligibility

Employees and Executive Directors of the Group are eligible for the LTIP and the awards are made at the discretion of the remuneration committee.

Limits & pricing

A fixed number of options are offered to each participant, with the pricing set at £nil. The options offered to each individual cannot exceed a total value

of 250% of the participants base salary where the value is measured as the market value of the shares on grant multiplied by the number of options

awarded, with the whole scheme limited to 10% of the share capital in issue.

Dividend credits

All participants in LTIP awards are entitled to dividend credits, where the notional dividend they would have received on the maximum number of shares

available under their award is converted into new share options and added to the award based upon the share price on the date of the dividend.

These additional awards have been reflected in the tables below.

Vesting & exercise

The share options are subject to a set of conditions measured over a three-year performance period as follows:

LTIP Executive (“A”) awards

• 50% of the awards are subject to a TSR performance condition, where the Group’s TSR over the performance period is compared with a

comparator group. The awards vest on a sliding scale where the full 50% is awarded if the Group falls in the upper quartile, 12.5% vests if the

Group falls exactly at the median, and 0% below that.

• 50% of the awards are subject to a diluted EPS performance target. The awards vest on sliding scales based upon the EPS as follows:

Award			EPS as at	50% paid at	42.5% paid at	12.5% paid at
LTIP 2018A			March-21	28.0p	N/A	23.0p
LTIP 2019A			March-22	33.0p	N/A	27.0p
LTIP 2020A			March-23	30.0p	N/A	25.0p
LTIP 2021A			March-24	45.0p	N/A	37.0p
LTIP 2	02	2A	March-25	50.0p	N/A	42.0p
LTIP 2023A			March-26	43.9p	N/A	37.9p
LTIP 2024A			March-27	47.4p	42.3p	38.3p

Below the 12.5% boundary, no options vest. Diluted EPS is defined as adjusted (pre-IFRS 16) diluted EPS on all schemes until LTIP 2024A where it is

adjusted diluted EPS, see note 11.

• The performance period is the three years ending the period end specified in the EPS table above.

• Once the performance period concludes, the calculated number of share options remaining are then subject to a two-year holding period.

• The share options vest at the conclusion of the holding period.

LTIP Restricted (“B”) awards

• Group EBITDA must be positive in each year of the LTIP.

• The awards also have an employee performance condition attached.

Vested awards can be exercised up to the tenth anniversary of grant.

Tranches

There have been several awards of the LTIP, with the details as follows.

Note that the LTIP Executive awards have been split into the element subject to the TSR (50%) and the element subject to the EPS (50%) since these

were valued separately.

The TSR awards market condition has been included in the fair value calculation for those awards while all non-market conditions have not been

included. Expected volatility has been calculated based upon the historic share price volatility of the Group and those of comparable companies.

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9 Share options continued

The key information used in the valuation of these tranches is as follows:

			Original options	Fair value of		Expected life
Scheme		Date of grant	granted	each option	Risk free rate	(years)	Volatility
201	8A-TSR	7 Aug 17	40,610	272p	0.52%	5	32%
201	8A-EPS	7 Aug 17	40,610	351p	0.52%	5	32%
201	9A-TSR	22 Aug 19	275,640.5	251p	0.37%	5	31%
201	9A-EPS	22 Aug 19	275,640.5	361p	0.37%	5	31%
2020A	-TSR	30 Jul 20	141,718	409p	-0.11%	5	48%
2020A	-EPS	30 Jul 20	141,718	464p	-0.11%	5	48%
20	21A-TSR	3 Aug 21	218,861	354p	0.23%	5	37%
20	21A-EPS	3 Aug 21	218,861	560p	0.23%	5	37%
20	22A-TSR	17 Nov 22	309,342	124p	3.16%	5	31%
2022	A-EPS	17 Nov 22	309,342	386p	3.16%	5	31%
20	23A-TSR	1 Aug 23	224,422	409p	4.75%	5	32%
2023	A-EPS	1 Aug 23	224,422	548p	4.75%	5	32%
202	4A-TSR	1 Aug 24	342,624	174p	4.04%	5	31%
202	4A-EPS	1 Aug 24	342,625	456p	4.04%	5	31%
2020/B1		30 Jul 20	303,092	463p	-0.12%	3	39%
2021/B1		3 Aug 21	281,950	560p	0.12%	3	42%
2022/B1		3 Aug 22	396,877	437p	1.75%	3	32%
2022/B2		15 Dec 22	3,641	412p	1.75%	3	32%
2023/B1		1 Aug 23	414,833	548p	4.77%	3	31%
2024/B1		1 Aug 24	554,001	455p	3.77%	3	31%

			Options at					Options at
Scheme			30 Mar 24	Granted	Dividend credit	Forfeited	Exercised	29 Mar 25
2	01	9A-TSR	312,583*	–	6,467	–	(319,050)	–
20		19A-EPS	312,583*	–	6,467	–	(319,050)	–
2020A-		TSR	197,369*	–	17,023	–	–	214,392*
2020A-E		PS	197,369*	–	17,023	–	–	214,392*
2021A-		TSR	191,790	–	14,537	(23,247)	–	183,080*
2021A-E		PS	191,790	–	8,013	(98,887)	–	100,916*
2022A-TSR			349,537	–	30,148	–	–	379,685
2022A-		EPS	349,537	–	30,148	–	–	379,685
2023A-		TSR	235,204	–	20,286	(57,073)	–	198,417
2023A-E		PS	235,204	–	20,286	(57,072)	–	198,418
2024A-		TSR	–	342,624	22,005	(17 7,332)	–	187,297
2024A-E		PS	–	342,625	22,005	( 177,332)	–	187,298
2021/B1			251,134	–	5,031	(2,182)	(248,414)	5,569
2022/B1			380,862	–	32,183	(27,299)	–	385,746
2022/B2			4,061	–	350	–	–	4,411
2023/B1			387,478	–	32,344	(59,714)	–	360,108
2024/B1			–	554,001	35,053	(96,397)	–	492,657

Notes to the Consolidated Financial Statements continued

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		Options at					Options at
Scheme		25 Mar 23	Granted	Dividend credit	Forfeited	Exercised	30 Mar 24
201	8A-TSR	230,321*	–	3,978	–	(234,299)	–
201	8A-EPS	297,452*	–	5,138	–	(302,590)	–
201	9A-TSR	293,188*	–	19,395	–	–	312,583*
201	9A-EPS	293,188*	–	19,395	–	–	312,583*
2020A	-TSR	185,124	–	12,245	–	–	197,369*
2020A	-EPS	185,124	–	12,245	–	–	197,369*
20	21A-TSR	251,037	–	11,899	(71,146)	–	191,790
20	21A-EPS	251,037	–	11,899	(71,146)	–	191,790
20	22A-TSR	327,851	–	21,686	–	–	349,537
2022	A-EPS	327,851	–	21,686	–	–	349,537
20	23A-TSR	–	224,422	10,782	–	–	235,204
2023	A-EPS	–	224,422	10,782	–	–	235,204
2020/B1		302,339	–	4,789	(2,817)	(304,311)	–
2021/B1		257,138	–	15,921	(21,925)	–	251,134
2022/B1		408,264	–	24,705	(52,107)	–	380,862
2022/B2		3,809	–	252	–	–	4,061
2023/B1		–	414,833	18,058	(45,413)	–	387,478

* These share options are in a two-year holding period.

2) Deferred Bonus Share Plan (DBSP) awards

The DBSP was adopted by the Board on 30 July 2018. No grant under this scheme can be made more than 10 years after this date.

The DBSP differs from the LTIP awards in that there are no vesting conditions.

The scheme has been set up in order to allocate a specified proportion of the Executive Director’s annual bonus into £nil price share options which

are then placed in holding for three years.

As there are no vesting conditions, these awards have been valued at the amount of the bonus to be converted into share options under the scheme.

There are annual awards of the scheme. The 2025 award will be made after this set of statutory accounts have been published and will therefore be

reported in the next Annual Report.

		Options at					Options at
Scheme		30 Mar 24	Granted	Dividend credit	Forfeited	Exercised	29 Mar 25
2021	Bonus allocation	104,359	–	2,160	–	(106,519)	–
2022	Bonus allocation	324,517	–	27,990	–	–	352,507
2023	Bonus allocation	165,640	–	14,289	–	–	179,929
2024	Bonus allocation	–	244,969	21,127	–	–	266,096

		Options at					Options at
Scheme		25 Mar 23	Granted	Dividend credit	Forfeited	Exercised	30 Mar 24
2020	Bonus allocation	59,673	–	1,031	–	(60,704)	–
2021	Bonus allocation	97,885	–	6,474	–	–	104,359
2022	Bonus allocation	304,382	–	20,135	–	–	324,517
2023	Bonus allocation	–	155,365	10,275	–	–	165,640

The fair values of the presented schemes on inception were £1.2m (2024), £0.8m (2023), £1.1m (2022), £0.5m (2021) and £0.2m (2020).

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9 Share options continued

3) Specific LTIP awards

The remuneration committee are able to award specific share schemes under the LTIP framework, where considered appropriate. There were two

such schemes, both relating to the buy-out of executive share option schemes held prior to appointment with the business. Both schemes had no

vesting conditions but were time limited with details given below.

	Options at					Options at
Scheme	30 Mar 24	Granted	Dividend credit	Forfeited	Exercised	29 Mar 25
Buy-out Nov-24	36,601	–	1,341	–	(37,942)	–

	Options at					Options at
Scheme	25 Mar 23	Granted	Dividend credit	Forfeited	Exercised	30 Mar 24
Buy-out Nov-23	34,330	–	927	–	(35,257)	–
Buy-out Nov-24	34,330	–	2,271	–	–	36,601

The fair values of the presented schemes on inception were both £0.1m.

The summary period-end position is as follows:

	29 March	30 March
Period ended	2025	2024
Share options outstanding at the start of the year	4,227,618	4,144,323
Share options granted during the year (including via dividend credit)	1,870,495	1,285,010
Share options forfeited or lapsed during the year	(776,535)	(264,554)
Share options exercised in the year	(1,030,975)	(937,161)
Share options outstanding at the end of the year	4,290,603	4,227,618
Of which;
Share options that are not vested	2,773,722	2,576,597
Share options that are in holding	1,511,312	1,651,021
Share options that are vested and eligible for exercise	5,569	–

All exercised options are satisfied by the issue of new share capital. The weighted average share price on exercise was £4.26 (2024: £5.52).

All outstanding options have a £nil (2024: £nil) exercise price and the weighted average remaining contractual life is 1.9 years (2024: 1.7 years).

In the year, £3m has been charged to the consolidated statement of comprehensive income in respect to the share option schemes (2024: £3m).

At the end of the year the outstanding share options had a carrying value of £8m (2024: £7m).

10 Taxation

The relationship between the expected tax expense based on the standard rate of corporation tax in the UK of 25% in both periods and the tax

expense actually recognised in the consolidated statement of comprehensive income can be reconciled as follows:

	52 weeks ended	53 weeks ended
	29 March	30 March
	2025	2024
Period ended	£’m	£’m
Current tax expense	105	122
Deferred tax charge	7	9
Total tax expense recorded in profit and loss	112	131
Current tax credit in other comprehensive income	(0)	(1)
Deferred tax charge/(credit) in other comprehensive income	1	(0)
Total tax charge/(credit) recorded in other comprehensive income	1	(1)
Result for the year before tax	431	498
Expected tax charge at the standard tax rate	108	124
Effect of:
Expenses not deductible for tax purposes	5	6
Income not taxable	(0)	(1)
Lease accounting	(1)	(0)
Foreign operations taxed at local rates	1	1
Changes in the rate of corporation tax	–	0
Adjustment in respect of prior years	(1)	0
Hold over gains on fixed assets	1	(0)
Relating to share options	0	–
Other	(1)	1
Actual tax expense	112	131

Notes to the Consolidated Financial Statements continued

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Deferred taxation

	29 March	30 March
	2025	2024
Statement of financial position	£’m	£’m
Accelerated tax depreciation	(24)	(17)
Relating to intangible brand assets	(27)	(27)
Fair valuing of assets and liabilities (asset)	3	2
Fair valuing of assets and liabilities (liability)	(2)	(2)
Temporary differences relating to the tax accounting for leases (asset)	92	90
Temporary differences relating to the tax accounting for leases (liability)	(70)	(68)
Movement in provision	0	1
Relating to share options	2	4
Held over gains on fixed assets	(4)	(4)
Other temporary differences	0	0
Net deferred tax liability	(30)	(21)
Analysed as;
Deferred tax asset	5	4
Deferred tax liability	(35)	(25)

	52 weeks ended	53 weeks ended
	29 March	30 March
	2025	2024
Statement of comprehensive income	£’m	£’m
Accelerated tax depreciation	(7)	(7)
Relating to intangible brand assets	–	(0)
Fair valuing of assets and liabilities	1	(2)
Temporary differences relating to the tax accounting for leases	0	(1)
Movement in provision	(0)	0
Relating to share options	(2)	1
Held over gains on fixed assets	(0)	–
Other temporary differences	0	(0)
Net deferred tax charge	(8)	(9)
Analysed as;
Total deferred tax charge in profit or loss	(7)	(9)
Total deferred tax (charge)/credit in other comprehensive income	(1)	0

At the period end there are £1m of unrecognised deferred tax assets within the Group in relation to a corporate interest restriction (2024: £2m) and

£20m of unrecognised deferred tax assets in respect of carried forward losses in our Luxembourg entities, which we do not expect to be able to utilise

in the future (2024: £19m).

The Group offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the

deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.

The Group has performed an assessment of the potential exposure to Pillar Two income taxes under Luxembourg legislation with its external tax

specialists. This assessment was based upon our most recent country-by-country reporting and the methodology we intend to use in our future

country-by-country and Pillar Two reporting and the most recent financial statements for the constituents of the Group. Based on the assessment, the

Pillar Two effective tax rates in all of the jurisdictions in which the Group have trading operations are above 15%, which is expected to continue in future

years and other jurisdictions have been analysed to meet other safe harbour tests or are not expected to have significant impact. We therefore intend

to apply the transitional safe harbour rules which will exempt the Group from applying the full Pillar Two rules from the first year of their application.

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11 Earnings per share

Basic earnings per share (EPS) amounts are calculated by dividing the net profit or loss for the financial period attributable to ordinary equity holders

of the parent by the weighted average number of ordinary shares outstanding at each period end.

Diluted EPS 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 each year plus the weighted average number of ordinary shares that would be issued on conversion of any

dilutive potential ordinary shares into ordinary shares.

Adjusted (and adjusted (pre-IFRS 16)) basic and diluted EPS are calculated in the same way as above, except using adjusted profit attributable to

ordinary equity holders of the parent, as defined in note 3.

There are share option schemes in place (see note 9) which have a dilutive effect on both periods presented.

The following reflects the income and share data used in the EPS computations:

	29 March	30 March
	2025	2024
Period ended	£’m	£’m
Profit for the period attributable to owners of the parent	319	367
Adjusted profit for the period attributable to owners of the parent	337	369
Adjusted (pre-IFRS 16) profit for the period attributable to owners of the parent	347	370

	Thousands	Thousands
Weighted average number of ordinary shares for basic earnings per share	1,003,386	1,002,392
Dilutive effect of employee share options	1,869	2,282
Weighted average number of ordinary shares adjusted for the effect of dilution	1,005,255	1,004,674

	Pence	Pence
Basic earnings per share	31.8	36.6
Diluted earnings per share	31.8	36.5
Adjusted basic earnings per share	33.6	36.8
Adjusted diluted earnings per share	33.5	36.7
Adjusted (pre-IFRS 16) basic earnings per share	34.6	36.9
Adjusted (pre-IFRS 16) diluted earnings per share	34.5	36.8

12 Investments in associates

	29 March	30 March
	2025	2024
Period ended	£’m	£’m
Net book value
Carrying value at the start of the period	5	8
Dividends received	–	(1)
Share of profits/(losses) in associates since the prior year valuation exercise	1	(1)
Effect of foreign exchange on translation	(0)	(1)
Carrying value at the end of the period	6	5

Notes to the Consolidated Financial Statements continued

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The Group has a 50% interest in Multi-lines International Company Ltd (Multi-lines), a company incorporated in Hong Kong. The principal activity of the

company is the purchase and sale of goods and their registered address is 29/F, Tower B, Capital Tower, 38 Wai Yip Street, Kowloon Bay, Hong Kong.

The Group has a 22.5% holding in Centz Retail Holdings Limited (Centz), a company incorporated in Ireland. The principal activity of the company is

retail sales and their registered address is 5 Old Dublin Road, Stillorgan, Co. Dublin.

None of the entities have discontinued operations or other comprehensive income, except that on consolidation both entities have a foreign exchange

translation difference.

	29 March	30 March
	2025	2024
Period ended	£’m	£’m
Multi-lines
Non-current assets	19	13
Current assets	56	76
Non-current liabilities	–	–
Current liabilities	(71)	(86)
Net assets	4	3
Revenue	301	242
Profit/(loss)	1	(3)

	29 March	30 March
	2025	2024
Period ended	£’m	£’m
Centz
Non-current assets	9	11
Current assets	28	27
Non-current liabilities	(6)	(11)
Current liabilities	(11)	(9)
Net assets	20	18
Revenue	65	64
Profit	3	2

The figures for both associates show 12 months to December 2024 (prior year: 12 months to December 2023), being the period used in the valuation

of the associate.

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13 Intangible assets

	Goodwill	Software	Brands	Other	Total
	£’m	£’m	£’m	£’m	£’m
Cost or valuation
At 25 March 2023	921	10	114	1	1,046
Additions	–	3	–	–	3
Disposals	–	(0)	–	–	(0)
Remeasure	–	–	0	–	0
Effect of retranslation	(0)	(0)	–	(0)	(0)
At 30 March 2024	921	13	114	1	1,049
Additions	–	2	–	–	2
Disposals	–	(0)	–	–	(0)
Effect of retranslation	(1)	(0)	–	(0)	(1)
At 29 March 2025	920	15	114	1	1,050
Accumulated amortisation/impairment
At 25 March 2023	–	5	0	–	5
Charge for the year	–	2	0	–	2
Disposals	–	(0)	–	–	(0)
Effect of retranslation	–	(0)	–	–	(0)
At 30 March 2024	–	7	0	–	7
Charge for the year	–	2	0	–	2
Disposals	–	(0)	–	–	(0)
Effect of retranslation	–	1	–	–	1
At 29 March 2025	–	10	0	–	10
Net book value at 29 March 2025	920	5	114	1	1,040
Net book value at 30 March 2024	921	6	114	1	1,042

At both period ends, no software was being developed that is not yet in use, and the Group was not committed to the purchase of any intangible assets.

Impairment review of intangible assets held with indefinite life

The Group holds the following assets with indefinite life:

	29 March 2025	29 March 2025	30 March 2024	30 March 2024
	Goodwill	Brand	Goodwill	Brand
	£’m	£’m	£’m	£’m
UK B&M	807	99	807	99
UK Heron	88	14	88	14
France B&M	25	–	26	–

Not all items in the brand classification have an indefinite life as some are time limited. The brand intangible assets that have been identified as having

an indefinite life are designated as such as management believe that these assets will hold their value for an indefinite period of time. Specifically,

the B&M and Heron brands represent leading brands in their sectors with significant histories and growth prospects.

The B&M France goodwill is held in Euros, with an underlying balance of €30m (2024: €30m).

In each case the goodwill and brand assets have been allocated to one group of CGUs, being the store estate within the specific segment to which

those assets relate.

Notes to the Consolidated Financial Statements continued

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The Group performs impairment tests at each period end. The impairment test involves assessing the net present value of the expected cash flows in

relation to the stores within each CGU according to a number of assumptions to calculate the value-in-use for the group of CGUs.

The key assumptions in assessing the value-in-use as at 29 March 2025 were;

The Group’s discount rate

This was calculated using an internal CAPM model which includes external estimates of the risk-free rate, cost of debt, equity beta and market

risk premium. It is adjusted for which country the segment is in and how large the segment is. The discount rates have increased in the UK and

decreased in France during the year, which is reflective of changes in the risk-free rate.

The inflation rate for expenses

This is based upon the consumer price index for the relevant country and official reports from the appropriate central bank.

Like-for-like sales growth

This is an estimate made by management which encompasses the historical sales trends of the entity and management’s assessment of how each

segment will perform in the context of the current economic environment.

Gross margin

The standing assumption made by management is that forecast gross margin will be similar to that experienced in the prior year, and the result is

subsequently sensitised to the gross margin input to demonstrate the robustness of the projection against this assumption.

Terminal growth rate

An estimate made by management based upon the expected position of the business at the end of the five-year forecast period in the context of the

macro growth level of the economic environment in which that segment operates.

The assumptions were as follows:

	29 March	30 March
As at	2025	2024
Discount rate (B&M UK)	11.3%	10.2%
Discount rate (Heron)	13.1%	11.2%
Discount rate (B&M France)	10.9%	12.4%
Inflation rate for costs (B&M UK and Heron)	2.8%/2.0%*	3.0%/2.0%*
Inflation rate for costs (B&M France)	1.5%	3.0%/2.0%*
Like-for-like sales growth (B&M UK)	2.0%	1.5%/2.0%*
Like-for-like sales growth (Heron)	3.0%/2.0%*	4.0%/2.0%*
Like-for-like sales growth (B&M France)	3.5%	6.5%/2.0%*
Gross margin (all)	±0bps	±0bps
Terminal growth rate (B&M UK)	1.0%	1.0%
Terminal growth rate (Heron)	1.7%	1.7%
Terminal growth rate (B&M France)	1.4%	1.4%

* The first figure reflects the assumption in year one, with the following figure representing the long-term rate.

These assumptions are reflected for five years in the CGU forecasts and beyond this a perpetuity calculation is performed using the assumptions

made regarding terminal growth rates.

In each case, the results of the impairment tests on the continuing operations identified that the value-in-use was in excess of the carrying value of

assets within each group of CGUs at the period-end dates. The headroom with the base case assumptions in B&M UK was £3,804m, Heron £99m

and B&M France €937m (2024: £4,611m, £256m and €637m respectively).

Whilst Heron has a relatively low headroom compared to the other two entities with a decline in total revenue of 0.6% year-on-year, the Directors

consider that when measured over a longer time period current performance is favourable, the forecasts have been made using reasonably prudent

assumptions and that it is unlikely that a situation will arise where an impairment would be required in that segment.

Such a situation would include like-for-like sales of below -3.5% in year one or a gross margin fall of in excess of 197bps without any mitigating actions

taken by management, and without accounting for any new stores to be opened in the period. Further sensitivity data is included below.

No other indicators of impairment were noted in the segments and the impairment tests were sensitised with reference to the key assumptions for

reasonable possible scenarios.

These scenarios specifically included:

• A drop off in sales or gross margin, modelling flat long-term like-for-like sales and terminal growth rates.

• Sales prices failing to keep pace with inflation such that the local inflation rates increase 50bps without a corresponding increase in like-for-like sales.

• A deterioration of the credit environment, leading to a significantly increased cost of capital of 20%.

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13 Intangible assets continued

To further quantify the sensitivity, the below tables demonstrate the point at which each impairment test would first fail for changes in each of the key

assumptions in year one (except terminal growth rate from the end of year 5 and the discount rate which applies throughout), whilst assuming each

other key assumption is held level (e.g. for inflation sensitivity, the like-for-like was not adjusted):

	29 March	30 March
	2025	2024
B&M UK
Discount rate	30.8%	32.5%
Inflation rate for expenses	60.6%	73.6%
Like-for-like sales	(19.8)%	(23.9)%
Gross margin	(793)bps	(916)bps
Terminal growth rate	(35.3)%	(46.1%)
B&M France
Discount rate	47.0%	53.8%
Inflation rate for expenses	88.9%	81.1%
Like-for-like sales	(23.8)%	(19.0)%
Gross margin	(1,190)bps	(1,063)bps
Terminal growth rate	(40.8)%	(55.9)%
Heron
Discount rate	19.5%	24.1%
Inflation rate for expenses	14.8%	30.7%
Like-for-like sales	(3.5)%	(9.9)%
Gross margin	(197)bps	(418)bps
Terminal growth rate	(6.4)%	(17.7)%

14 Property, plant and equipment

			Plant,
	Land and		fixtures and
	buildings	Motor vehicles	equipment	Total
	£’m	£’m	£’m	£’m
Cost or valuation
At 25 March 2023	99	26	542	667
Additions	8	13	102	123
Disposals	(0)	(3)	(6)	(9)
Remeasure	(0)	0	0	0
Effect of retranslation	–	(0)	(1)	(1)
At 30 March 2024	107	36	637	780
Additions	6	20	105	131
Disposals	(7)	(14)	(3)	(24)
Effect of retranslation	(0)	(0)	(2)	(2)
At 29 March 2025	106	42	737	885
Accumulated depreciation and impairment charges
At 25 March 2023	17	16	254	287
Charge for the period	5	4	70	79
Disposals	(0)	(2)	(4)	(6)
Remeasure	–	0	0	0
Effect of retranslation	–	(0)	(1)	(1)
At 30 March 2024	22	18	319	359
Charge for the period	5	6	77	88
Disposals	(1)	(5)	(3)	(9)
Effect of retranslation	–	(0)	(1)	(1)
At 29 March 2025	26	19	392	437
Net book value at 29 March 2025	80	23	345	448
Net book value at 30 March 2024	85	18	318	421

Under the terms of the loan and notes facilities in place at 29 March 2025, fixed and floating charges were held over £80m of the net book value of

land and buildings, £23m of the net book value of motor vehicles and £309m of the net book value of the plant, fixtures and equipment (2024: £85m,

£18m and £285m respectively).

At the period end, £7m of assets were under construction (2024: £4m).

Included within land and buildings is land with a cost of £5m (2024: £6m) which is not depreciated.

Notes to the Consolidated Financial Statements continued

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Capital commitments

At the period end, there were £14m of contractual capital commitments not provided within the Group financial statements (2024: £11m).

15 Right-of-use assets

			Plant,
	Land and		fixtures and
	buildings	Motor vehicles	equipment	Total
	£’m	£’m	£’m	£’m
Net book value
As at 25 March 2023	1,044	6	6	1,056
Additions	231	2	6	239
Modifications	28	–	–	28
Disposals	(35)	(0)	(0)	(35)
Impairment	(5)	–	–	(5)
Depreciation	(170)	(4)	(3)	(177)
Foreign exchange	(5)	(0)	(0)	(5)
As at 30 March 2024	1,088	4	9	1,101
Additions	228	14	9	251
Modifications	24	–	–	24
Disposals	(26)	(0)	(0)	(26)
Impairment	(3)	–	–	(3)
Depreciation	(176)	(4)	(3)	(183)
Foreign exchange	(5)	(0)	0	(5)
As at 29 March 2025	1,130	14	15	1,159

The vast majority of the Group’s leases are in relation to the property comprising the store and warehouse network for the business. The other leases

recognised are trucks, trailers, company cars, manual handling equipment and various fixtures and fittings. The leases are separately negotiated

and no sub-group is considered to be individually significant nor to contain individually significant terms.

The Group recognises a lease term appropriate to the business expectation of the term of use for the asset which usually assumes that all extension

clauses are taken, and break clauses are not, unless the business considers there is a good reason to recognise otherwise.

At the period end, there was one property with a significant unrecognised extension clause for which the Group has full autonomy over exercising

in 2040. On the date of recognition of the relevant right-of-use asset, in March 2020, the extension period liability had a net present value of £30m.

There are no material covenants imposed by our right-of-use leases.

In the year the Group expensed £5m (2024: £4m) in relation to low value leases and <£1m (2024: <£1m) in relation to short-term leases for which the

Group applied the practical expedient under IFRS 16.

The Group expensed <£1m (2024: <£1m) in relation to variable lease payments. The agreements are ongoing and future payments are expected to

be in-line with those expensed recently.

The Group received £2m (2024: £2m) in relation to subletting right-of-use assets.

The impairments noted in the table above are recorded when the carrying value of a right-of-use asset exceeds the value-in-use of that asset.

These arise when we exit a store before the related lease has come to an end, or as the outcome of our annual store impairment review.

All impairments are in relation to store leases. No impairments have been reversed in the presented periods.

The segmental splits of the impairments were B&M UK £1m, Heron £2m, B&M France <£1m (2024: B&M UK £2m, Heron £2m, B&M France <£1m).

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15 Right-of-use assets continued

The change in lease liability reconciles to the figures presented in the consolidated statement of cashflows as follows:

	29 March	30 March
	2025	2024
	£’m	£’m
Lease liabilities brought forward	1,357	1,301
Cash
Repayment of the principal in relation to right-of-use assets	(176)	(171)
Payment of interest in relation to right-of-use assets	(77)	(69)
Non-cash
Interest charge	77	69
Effects on lease liability relating to lease additions, modifications and disposals	254	232
Effects of foreign exchange	(5)	(5)
Total cash movement in the year	(253)	(240)
Total non-cash movement in the year	326	296
Movement in the year	73	56
Lease liabilities carried forward	1,430	1,357
Of which current	188	170
Of which non-current	1,242	1,187

Discount rates

Where, as in most cases, a discount rate implicit to the lease is not available, discount rates are calculated for each lease with reference to the

underlying cost of borrowing available to the business and several other factors specific to the asset.

We have calculated the weighted average discount rates and sensitivity to a 50bps change in the discount rate to the interest charge as follows:

	29 March	30 March
	2025	2024
Weighted average discount rate
Property	5.5%	5.2%
Equipment	5.5%	7.3%
All right-of-use assets	5.5%	5.2%

Effect on finance costs with a change of 50bps to the discount rate	£’m	£’m
Property	7	7
Equipment	0	0
All right-of-use assets	7	7

Sale and leasebacks

During the year, the business has undertaken 11 property and one tranche of trailer sale and leasebacks (2024: none).

The details of the period transactions were as follows:

	29 March
	2025
	£’m
Consideration received	11
Net book value of the assets disposed	(6)
Costs of sale when specifically recognised	–
Profit per pre-IFRS 16 accounting standards	5
Opening adjustment to the right-of-use asset	(5)
Profit recognised in the statement of comprehensive income	0
Initial right-of-use asset recognised	6
Initial lease liability recognised	(11)

The pre-IFRS 16 profit is higher because the provisions of IFRS 16 require that a portion of the profit relating to the sale and leaseback is instead

recognised as a reduction in the opening right-of-use asset, and therefore the benefit is released over the term of the contract.

Notes to the Consolidated Financial Statements continued

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16 Inventories

	29 March	30 March
	2025	2024
As at	£’m	£’m
Goods for resale	883	776

Included in the amount above was a net charge of <£1m related to inventory provisions (2024: £1m net charge). In the period to 29 March 2025,

£3,479m (2024: £3,449m) was recognised as an expense for inventories and £33m of supplier rebates were received (2024: £31m).

17 Trade and other receivables

	29 March	30 March
	2025	2024
	£’m	£’m
Non-current
Other receivables	6	5
Total non-current receivables	6	5
Current
Trade receivables	7	9
Deposits on account	5	3
Provision for impairment	(0)	(2)
Net trade receivables to non-related parties	12	10
Prepayments	37	32
Related party receivables	3	2
Other tax	9	10
Other receivables	18	22
Total current receivables	79	76

Trade receivables are stated initially at their fair value and then at amortised cost as reduced by appropriate allowances for estimated irrecoverable

amounts. The carrying amount is determined by the Directors to be a reasonable approximation of fair value.

There are no individually non-related significant balances held at the current period end. See note 27 in respect of balances held with related parties.

The following table sets out an analysis of provisions for impairment of trade receivables:

	29 March	30 March
	2025	2024
Period ended	£’m	£’m
Provision for impairment at the start of the period	(2)	(2)
Impairment during the period	(0)	(1)
Utilised/released during the period	2	1
Balance at the period end	(0)	(2)

Trade receivables are non-interest-bearing and are generally on terms of 30 days or less.

The following table sets out a maturity analysis of trade receivables, including those which are current:

	29 March	30 March
	2025	2024
As at	£’m	£’m
Current	5	6
1-30 days past due	1	1
31-90 days past due	1	0
Over 90 days past due	0	2
Balance at the period end	7	9

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18 Cash and cash equivalents

	29 March	30 March
	2025	2024
As at	£’m	£’m
Cash at bank and in hand	217	182
Cash and cash equivalents	217	182

The cash and cash equivalents balance includes £38m (2024: £54m) in respect of credit card receivables.

The Group also holds £150m held in a short-term money market deposit which matures in July 2025 and which is included in the current other

financial assets caption, see note 20 (2024: £nil).

As at the period end the Group had available £240m of undrawn committed borrowing facilities (2024: £220m).

19 Trade and other payables

	29 March	30 March
	2025	2024
As at Current	£’m	£’m
Trade payables	395	380
Other tax and social security payments	81	37
Accruals and deferred income	105	101
Related party trade payables	7	33
Other payables	30	21
Total current payables	618	572

Trade payables are generally on 30-day terms and are not interest-bearing. The carrying value of trade payables approximates to their fair value. For

further details on the related party trade payables, see note 27.

The Group had supply chain financing facilities in place during the year. The facilities are operated by major banking partners with high credit ratings

and are limited to £70m (2024: £40m) total exposure at any one time.

The exposure at the period end was £12m, out of the total trade payable balance of £395m (2024: £15m, out of £380m) and at the period end date,

£2m of this balance had been drawn down by our suppliers (2024: £7m). The average balance over the year was £24m (2024: £14m).

The payment due dates on all the supplier finance arrangements are 60 days after the invoice date, which is the same as comparable trade payables

for suppliers not on the supplier finance arrangements (2024: same).

There were no significant non-cash changes in the carrying amount of financial liabilities subject to supplier finance arrangements.

The purpose of the arrangement is to enable our participating suppliers, at their discretion, to draw down against their receivables from the Group

prior to their usual due date.

From the Group’s perspective, the invoices subject to these schemes are treated in the same way as those not subject to these schemes. That is that

they are approved under our usual processes (and cannot be drawn down against until they have been approved) and paid on the usual due date,

which is in line with the payment terms of our other international suppliers. We do not benefit from the margin charged by the banks for any early draw

down, and the banks do not benefit from additional security when compared to the security originally enjoyed by the supplier. There is no impact on

potential liquidity risk as the cash flow timings and amounts are unchanged for those invoices in the schemes against those not in these schemes.

There would be no impact on the Group if the facilities became unavailable and there are no fees or charges payable by the Group in regard to these

arrangements.

As these invoices continue to be part of the normal operating cycle of the Group, the schemes do not change the recognition of the invoices subject

to them, so they continue to be recognised as trade payables, with the associated cash flows presented within operating cash flows and without

affecting the calculation of Group net debt.

Notes to the Consolidated Financial Statements continued

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20 Other financial assets and liabilities

Other financial assets

	29 March	30 March
	2025	2024
As at Current financial assets at fair value through profit and loss:	£’m	£’m
Foreign exchange forward contracts	2	2
Current financial assets held at amortised cost:
Money market deposit	150	–
Current financial assets at fair value through other comprehensive income:
Foreign exchange forward contracts	1	2
Total current other financial assets	153	4
Non-current financial assets at fair value through profit and loss:
Foreign exchange forward contracts	–	0
Non-current financial assets at fair value through other comprehensive income:
Foreign exchange forward contracts	–	1
Total non-current other financial assets	–	1
Total other financial assets	153	5

Financial assets through profit or loss reflect the fair value of those derivatives that are not designated as hedge relationships but are nevertheless

intended to reduce the level of risk for expected sales and purchases.

The money market deposit reflects £150m placed a 7-month term with a fixed interest rate applied. The funds are due to be returned in July 2025

and are intended to net off the funding required for our £156m high yield bond notes maturing in July 2025, see note 21.

Other financial liabilities

	29 March	30 March
	2025	2024
As at Current financial liabilities at fair value through profit and loss:	£’m	£’m
Foreign exchange forward contracts	7	4
Current financial liabilities at fair value through other comprehensive income:
Foreign exchange forward contracts	6	6
Total current other financial liabilities	13	10
Non-current financial liabilities at fair value through profit and loss:
Foreign exchange forward contracts	0	0
Non-current financial liabilities at fair value through profit and loss:
Foreign exchange forward contracts	0	0
Total non-current other financial liabilities	0	0
Total other financial liabilities	13	10

The other financial liabilities through profit or loss reflect the fair value of those foreign exchange forward contracts that are not designated as hedge

relationships but are nevertheless intended to reduce the level of risk for expected sales and purchases.

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 which have a significant effect on the recorded fair value are observable, either directly or indirectly.

• Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

As at the reporting dates, the Group held the following financial instruments carried at fair value on the balance sheet:

	Total	Level 1	Level 2	Level 3
	£’m	£’m	£’m	£’m
29 March 2025
Foreign exchange contracts	(10)	–	(10)	–
30 March 2024
Foreign exchange contracts	(5)	–	(5)	–

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20 Other financial assets and liabilities continued

The financial instruments have been valued by an internal model which is based upon a report from the issuing bank, using a mark to market

method. The bank has used various inputs to compute the valuations, which include inter alia the relevant maturity date and strike rates, the current

exchange rate, fuel prices and relevant interbank floating interest rate levels.

21 Financial liabilities – borrowings

The table below relates to the net cash amounts of the borrowing facilities, with the figures inclusive of amortised fees.

	29 March	30 March
	2025	2024
As at Current	£’m	£’m
High yield bond notes	155	–
Revolving facility bank loan	–	25
B&M France loan facilities	5	4
Total	160	29
Non-current
High yield bond notes	742	650
Term facility bank loan	222	221
B&M France loan facilities	13	10
Total	977	881

Bond refinancing

On 19 November 2024, the Group issued £250m of high yield bond notes, maturing in November 2031 with an interest rate of 6.5%. £150m of cash

received from these high yield bond notes was placed on money market deposit and has been ring-fenced for the purpose of repaying the remaining

£156m of high yield bond notes (2020). Transaction fees of £3m were capitalised and are included in the carrying value of these bonds.

In the prior period, on 23 November 2023, the Group refinanced part of its existing £400m high yield bond notes (2020). £244m of bonds were

redeemed at 98%, resulting in a gain of £5m recognised as a financial gain in the consolidated statement of comprehensive income in that period.

The remaining £156m of the high yield bond notes (2020) have a maturity date of July 2025. As part of this refinancing, the Group issued £250m of

high yield bond notes, maturing in November 2030 with an interest rate of 8.125%.

Transaction fees of £4m were capitalised and are included in the carrying value of these bonds. An interest rate swap derivative was taken at the

start of the process to hedge exposure to movements in long-term SONIA rates. This hedge was considered to be fully effective and as such the fair

value movements of £8m are included in other comprehensive income and the hedging reserve. The £8m value on the hedging reserve recycles

through to the other finance costs caption on the consolidated statement of comprehensive income on a straight-line basis over the term of the bond.

The 2020 bonds which were redeemed carried £1m in fees incurred on inception, which were yet to be amortised. These have been released through

other finance costs on the consolidated statement of comprehensive income.

These transactions included the sale of bonds by related parties, see note 27 for more details.

Extension of senior loan facilities

In March 2025, the Group and the banking syndicate confirmed the activation of the second and final 1-year extension, extending the maturity date

of the banking facilities to March 2030. As previously reported, the first 1-year extension was activated in the prior period.

Other borrowings

The carrying values given above include fees incurred on refinancing which are to be amortised over the terms of those facilities. More details of

these are given below.

The Group holds four tranches of high yield bond notes which are each held at amortised cost.

The four tranches of bonds were issued in July 2020, November 2021, November 2023 and November 2024, with £4m, £3m, £4m and £3m, respectively,

of fees capitalised at inception. The July 2020 bonds were partly repaid in the prior period, resulting in a £1m release of the remaining amortised fees

on that portion of the issue.

A number of these bonds have been sold or purchased by related parties, see note 27.

Notes to the Consolidated Financial Statements continued

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All other loans are carried at their gross cash amount. The maturities, which only relate to the position as at 29 March 2025, and gross cash amounts

of these facilities are included in the table below.

			29 March	30 March
	Interest rate		2025	2024
	%	Maturity	£’m	£’m
Revolving facility loan	1.75% + SONIA	N/A	–	25
Term facility bank loan A	2.00% + SONIA	Mar-30	225	225
High yield bond notes (2020)	3.625%	Jul-25	156	156
High yield bond notes (2021)	4.000%	Nov-28	250	250
High yield bond notes (2023)	8.125%	Nov-30	250	250
High yield bond notes (2024)	6.500%	Nov-31	250	–
B&M France – BNP Paribas	3.30-3.97%	Feb-28 to Aug-29	8	5
B&M France – Caisse d’Épargne	2.60%	Nov-29	1	1
B&M France – CIC	0.71-2.75%	Jun-25 to Dec-29	4	1
B&M France – Crédit Agricole	0.39-0.81%	Sep-25 to Jan-28	0	1
B&M France – Crédit Lyonnais	0.69-3.65%	Apr-25 to Mar-29	4	5
Total			1,148	919

The revolving facility of £225m is committed until March 2030.

The term facility bank loans and the high yield bond notes have carrying values which include transaction fees allocated on inception.

All B&M France facilities have gross values in Euros, and the values above have been translated at the period-end rates of €1.1955/£ (2024: €1.1694/£).

The movement in the loan liabilities during the year breaks down as follows:

	29 March	30 March
	2025	2024
As at	£’m	£’m
Borrowings brought forward	910	954
Cash
Net (repayment)/receipt of Group revolving credit facilities	(25)	25
Repayment of old bank loan facilities	–	(300)
Receipt of new bank loan facilities	–	225
Repayment of corporate bonds	–	(239)
Receipt due to newly issued corporate bonds	250	250
Receipt of loan facilities held in France	9	3
Repayment of loan facilities held in France	(5)	–
Capitalised fees on refinancing	(4)	(7)
Non-cash
Foreign exchange on loan balances	(0)	(0)
Gain on tender	–	(5)
Refinancing fees accrued	–	1
Release of remaining unamortised fees on previous facilities	–	1
Ongoing amortisation of finance fees	2	2
Finance fees on the loss on the derivative swap on refinancing	–	0
Total cash movement in the year	225	(43)
Total non-cash movement in the year	2	(1)
Movement in the year	227	(44)
Borrowings carried forward	1,137	910
Of which current	160	29
Of which non-current	977	881

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22 Provisions

	Property
	provisions	Other	Total
	£’m	£’m	£’m
At 25 March 2023	5	4	9
Provided in the period	2	4	6
Utilised during the period	(1)	(3)	(4)
Released during the period	(0)	(1)	(1)
At 30 March 2024	6	4	10
Provided in the period	2	9	11
Utilised during the period	(0)	(3)	(3)
Released during the period	(1)	(1)	(2)
At 29 March 2025	7	9	16
At 29 March 2025;
Current liabilities	3	9	12
Non-current liabilities	4	–	4
At 30 March 2024;
Current liabilities	2	4	6
Non-current liabilities	4	–	4

The property provision relates to the expected future costs on specific leasehold properties. This is inclusive of dilapidations on these properties.

The timing in relation to utilisation is dependent upon the individual lease terms.

The other provisions caption includes the portion of the Group trading director settlement which has been provided against in the current period

(£6m, see note 3) and disputes in relation to our insured liability claims. A prudent amount has been set aside for each insurance claim as per legal

advice received by the Group with the claims individually non-significant and averaging £10k per claim (2024: £10k per claim).

The Group is subject to an ongoing investigation by the UK Environment Agency in relation to our historical compliance with UK Waste Electrical and

Electronic Equipment Regulations and Batteries and Accumulators Regulations. The investigation primarily relates to the period 2014-2022 and whilst the

Group expects an outflow in respect of this period, the amount is not expected to be material and no provision has been made as at 29 March 2025.

23 Share capital

Allotted, called up and fully paid	Shares	£’m
B&M European Value Retail S.A. ordinary shares of 10p each
As at 25 March 2023	1,001,853,735	100
Release of shares related to employee share options	937,161	0
As at 30 March 2024	1,002,790,896	100
Release of shares related to employee share options	1,030,975	0
As at 29 March 2025	1,003,821,871	100

Ordinary shares

Each ordinary share ranks pari passu with each other ordinary share and each share carries one vote. The Group parent is authorised to issue up to

an additional 2,968,400,351 ordinary shares.

Notes to the Consolidated Financial Statements continued

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24 Cash generated from operations

	52 weeks ended	53 weeks ended
	29 March	30 March
	2025	2024
Period ended	£’m	£’m
Profit before tax	431	498
Adjustments for:
Net interest expense	136	109
Depreciation on property, plant and equipment	88	79
Depreciation on right-of-use assets	183	177
Impairment of right-of-use assets	3	5
Amortisation of intangible assets	2	2
Profit on sale and leasebacks	(0)	–
(Profit)/loss on disposal of property, plant and equipment	(0)	1
Share option expense	3	3
Change in inventories	(109)	(14)
Change in trade and other receivables	(3)	(23)
Change in trade and other payables	41	29
Change in provisions	7	1
Share of (profits)/losses from associates	(1)	1
Loss/(profit) resulting from fair value of financial derivatives	3	(6)
Cash generated from operations	784	862

25 Group information and ultimate parent undertaking

The financial results of the Group include the following entities.

Company name	Country	Date of incorporation	Percent held within the Group	Principal activity
B&M European Value Retail S.A.	Luxembourg	May 2014	Parent	Holding company
B&M European Value Retail 1 S.à r.l.	Luxembourg	November 2012	100%	Holding company
B&M European Value Retail Holdco 1 Ltd	UK	December 2012	100%	Holding company
B&M European Value Retail Holdco 2 Ltd	UK	December 2012	100%	Holding company
B&M European Value Retail Holdco 3 Ltd	UK	November 2012	100%	Holding company
B&M European Value Retail Holdco 4 Ltd	UK	November 2012	100%	Holding company
B&M European Value Retail 2 S.à r.l.	Luxembourg	September 2012	100%	Holding company
EV Retail Limited	UK	September 1996	100%	Holding company
B&M Retail Limited	UK	March 1978	100%	General retail
Opus Homewares Limited	UK	April 2003	100%	Property management
Heron Food Group Ltd	UK	August 2002	100%	Holding company
Heron Foods Ltd	UK	October 1978	100%	Convenience retail
Cooltrader Ltd	UK	September 2012	100%	Dormant
Heron Properties (Hull) Ltd	UK	February 2003	100%	Dormant
B&M European Value Retail Germany GmbH	Germany	November 2013	100%	Ex-holding company
B&M France SAS	France	November 1977	100%	General retail
Centz N.I. Limited	UK	January 2021	100%	Property management

Registered offices

• The Luxembourg entities are all registered at 3 rue Gabriel Lippmann, L-5365 Munsbach, Luxembourg.

• Centz N.I. Limited are registered at Murray House, 4 Murray Street, Belfast, United Kingdom, BT1 6DN.

• The other UK entities are all registered at The Vault, Dakota Drive, Estuary Commerce Park, Speke, Liverpool, L24 8RJ.

• B&M European Value Retail Germany GmbH are registered at Am Hornberg 6, 29614, Soltau.

• B&M France are registered at 8 rue du Bois Joli, 63800 Cournon d’Auvergne.

Associates

The Group has a 50% interest in Multi-lines International Company Limited, a company incorporated in Hong Kong, and a 22.5% interest in

Centz Retail Holdings Limited, a company incorporated in the Republic of Ireland. The share of profit or loss from the associates is included in the

consolidated statement of comprehensive income, see note 12.

Ultimate parent undertaking

The Directors of the Group consider the parent and the ultimate controlling related party of this Group to be B&M European Value Retail S.A.,

registered in Luxembourg.

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26 Financial risk management

The Group uses various financial instruments, including bank loans, related party loans, finance company loans, cash, equity investment, derivatives

and various items, such as trade receivables and trade payables that arise directly from its operations.

The main risks arising from the Group’s financial instruments are market risk, currency risk, cash flow interest rate risk, credit risk and liquidity risk.

The Directors review and agree policies for managing each of these risks and they are summarised below.

The existence of these financial instruments exposes the Group to a number of financial risks, which are described in more detail below. In order

to manage the Group’s exposure to those risks, in particular the Group’s exposure to currency risk, the Group enters into forward foreign currency

contracts. No transactions in derivatives are undertaken of a speculative nature.

Market risk

Market risk encompasses three types of risk, being currency risk, fair value interest rate risk and commodity price risk. Commodity price risk is not

considered material to the business as the Group is able to pass on pricing changes to its customers.

The Group’s policies for managing fair value interest rate risk are considered along with those for managing cash flow interest rate risk and are set

out in the subsection entitled “interest rate risk” below.

Currency risk

The Group is exposed to translation and transaction foreign exchange risk arising from exchange rate fluctuations on its purchases from overseas

suppliers.

In relation to translation risk, this is not considered material to the business as amounts owed in foreign currency are short term of up to 30 days and

are of a relatively modest nature. Transaction exposures, including those associated with forecast transactions, are hedged when known, principally

using forward currency contracts.

The majority of the Group’s sales are to customers in the UK and France and there is no material currency exposure in this respect. A proportion of

the Group’s purchases are priced in US Dollars and the Group generally uses forward currency contracts to minimise the risk associated with that

exposure.

Approach to hedge accounting

As part of the Group’s response to currency risk the currency forwards taken out are intended to prudently cover the majority of our stock purchases

forecast for that period. However, the Group only hedge accounts for that part of the forward contract that we are reasonably certain will be spent in

the forecast period, allowing for potential volatility. Therefore, management always consider the likely volatility for a period and assign a percentage

to each tranche of forwards purchased, usually in the range 50-80%, and never more than 80%.

Effectiveness of the hedged forward is then assessed against the Group hedge ratio, which has been set by management at 80% as a reasonable

guide to the certainty level we expect the hedged portions of our forwards to at least achieve. If they fail, or are expected to fail, to meet this ratio of

effectiveness then they are treated as non-hedged items, and immediately expensed through administrative expenses in profit and loss.

Ineffectiveness can be caused by exceptional volatility in the market, by the timing of product availability, or the desire to manage short-term

company cash flows, for instance, when a large amount of cash is required at relatively short notice.

Where a hedged derivative matures efficiently, the fair value is transferred to inventory and subsequently to cost of sales when that item is sold. If the

Group did not hedge account, then the difference is that the gain or loss in other comprehensive income would be presented in profit or loss and the

assets and liabilities presented under the classification fair value through other comprehensive income would be at fair value through profit or loss.

In the period, the Group has had $648m of hedged derivatives mature (2024: $605m). The difference to profit before tax if none of our forwards had

been hedge accounted during the year would have been a profit of £2m (2024: £3m loss) and a pre-tax loss in other comprehensive income of £2m

(2024: £1m loss).

The net effective hedging loss transferred to the cost of inventories in the year was £8m (2024: net loss of £15m). At the period end, the amount of

outstanding US Dollar contracts covered by hedge accounting was $698m (2024: $693m), which mature over the next 15 months (2024: 19 months).

The change in fair value of the hedging instruments used as the basis for recognising hedge ineffectiveness was £nil (2024: £nil), achieved

effectiveness was 100% (2024: 100%).

Notes to the Consolidated Financial Statements continued

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Foreign currency sensitivity

The following table demonstrates the sensitivity to a reasonably possible change in US Dollar period-end exchange rates with all other variables

held constant. The impact on the Group’s profit before tax and other comprehensive income (net of tax) is largely due to changes in the fair value of

our foreign exchange derivatives and revaluation of creditors and deposits held on account with our US Dollar suppliers.

		29 March	30 March
	Change in USD	2025	2024
As at	rate	£’m	£’m
Effect on profit before tax	+2.5%	(10)	(7)
	-2.5%	10	8
Effect on other comprehensive income	+2.5%	(13)	(13)
	-2.5%	14	14

Profit before tax and other comprehensive income are not sensitive to the effects of a reasonably possible change in the Euro period-end exchange

rates.

These calculations have been performed by taking the period-end translation rate used in the accounts and applying the changes noted above.

The balance sheet valuations are then directly calculated. The valuation of the foreign exchange derivatives were projected based upon the spot rate

changing and all other variables being held equal.

Interest rate risk

Interest rate risk is the risk of variability of the Group cash flows due to changes in the interest rate. The Group is exposed to changes in interest rates

as a portion of the Group’s bank borrowings are subject to a floating rate based on SONIA.

The Group’s interest rate risk arises mainly from long-term borrowings. Borrowings issued at variable rates expose the Group to cash flow interest

rate risk. The Group’s exposure to interest rate fluctuations is not considered to be material, however the Group used interest rate swaps to minimise

the impact in the prior year, in relation to the final pricing of our November 2023 bond issue.

If floating interest rates had been 50 basis points higher or lower throughout the year with all other variables held constant, the effect upon pre-tax

profit for the year would have been:

	Basis point	29 March	30 March
	increase/	2025	2024
As at	decrease	£’m	£’m
Effect on profit before tax	+50	(1)	(1)
	-50	1	1

This sensitivity has been calculated by changing the interest rate for each interest receipt, payment and accrual made by the Group over the period,

by the amount specified in the table above, and then calculating the difference that would have resulted.

Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss.

The Group’s principal financial assets are cash, money market deposits, derivatives and trade receivables. The credit risks associated with cash,

money market deposits and derivatives are limited as the main counterparties are banks with high credit ratings (A long term and A-1 short term

(Standard & Poor) or better, (2024: A, A-1 (or better) respectively). The principal credit risk arises therefore from the Group’s trade receivables.

Credit risk is further limited by the fact that the vast majority of sales transactions are made through the store registers, direct from the customer at

the point of purchase, leading to a low trade receivables balance.

In order to manage credit risk, the Directors set limits for customers based on a combination of payment history and third-party credit references.

Credit limits are reviewed by the credit controller on a regular basis in conjunction with debt ageing and collection history. Provisions against bad

debts are made where appropriate.

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26 Financial risk management continued

Liquidity risk

Any impact on available cash and therefore the liquidity of the Group could have a material effect on the business as a result.

The Group’s borrowings are subject to semi-annual banking covenants against which the Group has had significant headroom to date with no

anticipated issues based upon forecasts made. Short-term flexibility is achieved via the Group’s revolving credit facility. The following table shows

the liquidity risk maturity of financial liabilities grouping based on their remaining period at the balance sheet date. The amounts disclosed are the

contractual undiscounted cash flows:

	Within	Between	Between	More than
	1 year	1 and 2 years	2 and 5 years	5 years	Total
	£’m	£’m	£’m	£’m	£’m
29 March 2025
Interest-bearing loans	222	64	425	769	1,480
Lease liabilities	265	258	653	627	1,803
Trade payables	402	–	–	–	402
30 March 2024
Interest-bearing loans	82	207	603	286	1,178
Lease liabilities	242	235	606	631	1,714
Trade payables	413	–	–	–	413

Fair value

The fair value of our corporate bonds, which are all financial liabilities held at amortised cost, has been determined by using the relevant quoted bid

price for those bonds. These differ to the carrying values as shown below.

	Fair Value (Level 1)		Carrying Value
	29 March	30 March	29 March	30 March
	2025	2024	2025	2024
As at	£’m	£’m	£’m	£’m
High yield bond notes (2020)	154	152	155	155
High yield bond notes (2021)	231	231	249	248
High yield bond notes (2023)	260	269	247	247
High yield bond notes (2024)	244	–	247	–

The fair value of the other financial assets and liabilities of the Group are not materially different from their carrying value. Refer to the table below.

These all represent financial assets and liabilities measured at amortised cost except where stated as measured at fair value through profit and loss

or fair value through other comprehensive income.

	29 March	30 March
	2025	2024
As at Financial assets	£’m	£’m
Fair value through profit and loss
Forward foreign exchange contracts	2	2
Fair value through other comprehensive income
Forward foreign exchange contracts	1	3
Loans and receivables
Cash and cash equivalents	217	182
Money market deposit	150	–
Trade receivables	15	12
Other receivables	18	22

	29 March	30 March
	2025	2024
As at Financial liabilities	£’m	£’m
Fair value through profit and loss
Forward foreign exchange contracts	7	4
Fair value through other comprehensive income
Forward foreign exchange contracts	6	6
Amortised cost
Lease liabilities	1,430	1,357
Interest-bearing loans and borrowings (excluding corporate bonds)	239	260
Trade payables	402	413
Other payables	30	21

Notes to the Consolidated Financial Statements continued

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27 Related party transactions

The Group has transacted with the following related parties over the periods:

Multi-lines International Company Limited, a supplier, and Centz Retail Holdings Limited, a customer, are associates of the Group.

Ropley Properties Ltd, Triple Jersey Ltd, TJL UK Ltd, Rani Investments, Fulland Investments Limited, Golden Honest International Investments Limited,

Hammond Investments Limited, Joint Sino Investments Limited and Ocean Sense Investments Limited, all landlords of properties occupied by the

Group, and Rani 1 Holdings Limited, Rani 2 Holdings Limited and SSA Investments, bondholders and beneficial owners of equipment hired to the

Group, are directly or indirectly owned by Bobby Arora, a key member of the management team during the accounting period, his family, or his family

trusts (together, the Arora related parties).

In the prior period, significant related party transactions occurred, with Simon Arora, SSA Investments, Rani 1 Investments and Rani 2 Investments

each selling their full holdings of, respectively, £35m, £13m, £50m and £50m in the 2020 3.625% high yield bond notes as part of the tender exercise

that took place in November 2023.

The overall position is summarised in the table below:

	52 weeks ended	53 weeks ended
	29 March	30 March
	2025	2024
	£’m	£’m
SSA Investments (4.000%, 2021 bonds)	99	99
Total	99	99

The expense incurred during the year, and the accrual at the end of the year are shown in the table below:

	Expense	Accrual	Expense	Accrual
	to 29 March	on 29 March	to 30 March	on 30 March
	2025	2025	2024	2024
	£’m	£’m	£’m	£’m
Simon Arora	–	–	0.8	–
SSA Investments	4.0	1.5	4.3	1.5
Rani 1 Investments	–	–	1.2	–
Rani 2 Investments	–	–	1.2	–
Total	4.0	1.5	7.5	1.5

The following table sets out the total amount of trading transactions with related parties included in the statement of comprehensive income:

	29 March	30 March
	2025	2024
Period ended	£’m	£’m
Sales to associates of the Group
Centz Retail Holdings Limited	29	27
Total sales to related parties	29	27

	29 March	30 March
	2025	2024
Period ended	£’m	£’m
Purchases from associates of the Group
Multi-lines International Company Ltd	234.3	259.0
Purchases from parties related to key management personnel
Fulland Investments Limited	0.3	0.3
Golden Honest International Investments Limited	0.2	0.2
Hammond Investments Limited	0.3	0.3
Joint Sino Investments Limited	0.2	0.2
Ocean Sense Investments Limited	0.3	0.2
SSA Investments	–	0.0
Total purchases from related parties	235.6	260.2

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27 Related party transactions continued

The IFRS 16 lease figures in relation to these related parties, which are all related to key management personnel, are as follows:

	Depreciation	Interest	Total	Right-of-use	Lease	Net
	charge	charge	charge	asset	liability	liability
	£’m	£’m	£’m	£’m	£’m	£’m
Period ended 29 March 2025
Rani Investments	0	0	0	0	(0)	(0)
Ropley Properties	2	1	3	6	(8)	(2)
TJL UK Limited	1	0	1	9	(11)	(2)
Triple Jersey Limited	9	4	13	57	(68)	(11)
Total	12	5	17	72	(87)	(15)

	Depreciation	Interest	Total	Right-of-use	Lease	Net
	charge	charge	charge	asset	liability	liability
	£’m	£’m	£’m	£’m	£’m	£’m
Period ended 30 March 2024
Rani Investments	0	0	0	0	(0)	(0)
Ropley Properties	2	1	3	7	(10)	(3)
TJL UK Limited	1	0	1	10	(12)	(2)
Triple Jersey Limited	9	3	12	53	(64)	(11)
Total	12	4	16	70	(86)	(16)

There was one lease entered into by the Group during the current period with the Arora related parties (2024: one). The total expense on this lease

in the period was <£1m (2024: <£1m). There were no conditionally exchanged leases with Arora related parties in the current period with a long stop

completion date (2024: none).

The following tables set out the total amount of trading balances with related parties outstanding at the period end.

	29 March	30 March
	2025	2024
As at Trade receivables from associates of the Group	£’m	£’m
Centz Retail Holdings Ltd	2	2
Multi-lines International Company Ltd	1	–
Total related party trade receivables	3	2

	29 March	30 March
	2025	2024
As at Trade payables to associates of the Group	£’m	£’m
Multi-lines International Company Ltd	5	32
Trade payables to companies owned by key management personnel
Rani Investments	–	0
Ropley Properties Ltd	0	0
TJL UK Limited	0	1
Triple Jersey Ltd	2	0
Total related party trade payables	7	33

Outstanding trade balances at the balance sheet dates are unsecured and interest free and settlement occurs in cash. There have been no

guarantees provided or received for any related party trade receivables or payables.

The balance with Multi-lines International Company Ltd includes £3m (2024: £14m) held within a supply chain facility. See note 19 for more details.

The business has not recorded any impairment of trade receivables relating to amounts owed by related parties as at 29 March 2025 (2024: no

impairment). This assessment is undertaken each year through examining the financial position of the related party and the market in which the

related party operates.

Notes to the Consolidated Financial Statements continued

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The future lease commitments on the Arora related party properties are:

	29 March	30 March
	2025	2024
As at	£’m	£’m
Not later than one year	17	16
Later than one year and not later than two years	17	15
Later than two years and not later than five years	40	39
Later than five years	31	33
Total	105	103

See note 12 for further information on the Group’s associates.

For further details on the transactions with key management personnel, see note 8 and the remuneration report.

28 Capital management

For the purpose of the Group’s capital management, capital includes issued capital and all other equity reserves attributable to the equity holders of

the parent. The primary objective of the Group’s capital management is to maximise the shareholder value.

In order to achieve this overall objective, the Group’s capital management, amongst other things, aims to ensure that it meets financial covenants

attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would

permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest-bearing loans and

borrowing in the current or prior period.

The Group manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants.

To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.

The Group uses the following definition of net debt:

External interest-bearing loans and borrowings less cash and short-term deposits.

The interest-bearing loans figure used is the gross amount of cash borrowed at that time, as opposed to the carrying value under the amortised cost method.

The difference between pre and post IFRS 16 net debt is the inclusion of our full lease liability in the latter.

Short-term deposits includes any term deposits held with a maturity of less than one year.

	29 March	30 March
	2025	2024
As at	£’m	£’m
Interest-bearing loans and borrowings (note 21)	1,148	919
Less: cash (note 18)	(217)	(182)
Less: short-term deposits (note 20)	(150)	–
Net debt (pre-IFRS 16)	781	737
Total lease liabilities (note 15)	1,430	1,357
Net debt (post-IFRS 16)	2,211	2,094

The Group’s leverage ratio is defined as net debt divided by EBITDA (note 3) and calculates to be 1.26 on a pre-IFRS 16 basis and 2.55 on a post-IFRS 16

basis (2024: 1.17 and 2.40, respectively).

29 Post balance sheet events

As announced on 14 November 2024, Bobby Arora retired from his position as a key member of the management team on 31 March 2025.

As announced on 24 February 2025, Alejandro Russo retired from his position as Group CEO on 30 April 2025. On that date the Group appointed

Mike Schmidt as interim Group CEO, alongside his role as Group CFO until a permanent appointment is made.

The Group announced on 15 May 2025 that Tjeerd Jegen is to be appointed as Group CEO on 16 June 2025.

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30 Dividends

An interim dividend of 5.3 pence per share (£53.2m) was declared in November 2024 and has been paid.

A special dividend of 15.0 pence per share (£150.6m), was declared in January 2025 and has been paid.

A final dividend of 9.7 pence per share (£97.4m), giving a full year dividend of 15.0 pence per share (£150.6m), is proposed.

An interim dividend of 5.1 pence per share (£51.1m) was declared in November 2023 and has been paid.

A special dividend of 20.0 pence per share (£200.6m), was declared in January 2024 and has been paid.

A final dividend of 9.6 pence per share (£96.3m), giving a full year dividend of 14.7 pence per share (£147.4m), was declared in July 2024 and has

been paid.

31 Contingent liabilities and guarantees

As at 29 March 2025, B&M European Value Retail S.A., B&M European Value Retail 1 S.à r.l., B&M European Value Retail 2 S.à r.l., B&M European Value

Retail Holdco 1 Ltd, B&M European Value Retail Holdco 2 Ltd, B&M European Value Retail Holdco 3 Ltd, B&M European Value Retail Holdco 4 Ltd, EV

Retail Ltd, B&M Retail Ltd, Heron Food Group Ltd and Heron Foods Ltd are all guarantors to both the loan and notes agreements which are formally

held within B&M European Value Retail S.A. The amounts outstanding as at the period end were £225m for the loans, with the balance held in B&M

European Value Retail Holdco 4 Ltd, and £906m for the notes, with the balance held in B&M European Value Retail S.A.

As at 30 March 2024, B&M European Value Retail S.A., B&M European Value Retail 1 S.à r.l., B&M European Value Retail 2 S.à r.l., B&M European Value

Retail Holdco 1 Ltd, B&M European Value Retail Holdco 2 Ltd, B&M European Value Retail Holdco 3 Ltd, B&M European Value Retail Holdco 4 Ltd, EV

Retail Ltd, B&M Retail Ltd, Heron Food Group Ltd and Heron Foods Ltd are all guarantors to both the loan and notes agreements which are formally

held within B&M European Value Retail S.A. The amounts outstanding as at the period end were £250m for the loans, with the balance held in B&M

European Value Retail Holdco 4 Ltd, and £656m for the notes, with the balance held in B&M European Value Retail S.A.

32 Directors

The Directors that served during the period were:

T Hall (Chair)

A Russo (CEO) (retired 30 April 2025)

M Schmidt (CFO)

P MacKenzie

H Lasry

O Tant

N Shouraboura (appointed 29 May 2024)

E Sutherland (appointed 20 January 2025)

P Bamford (retired 23 July 2024)

R McMillan (retired 23 July 2024)

As previously announced, Nadia Shouraboura was appointed as a Non-Executive Director, with effect from 29 May 2024.

On 5 June 2024, the Group announced the appointment of Tiffany Hall as the successor to Peter Bamford in the role as Chair of the Board of Directors,

with effect from 23 July 2024. On the same date, Peter Bamford retired from the Board of Directors.

At the AGM, Ron McMillan announced his retirement, with effect from 23 July 2024.

On 17 December 2024, the Group announced the appointment of Euan Sutherland as a Non-Executive Director, with effect from 20 January 2025.

On 24 February 2025, the Group announced the retirement of Alejandro Russo from his position as CEO, with effect from 30 April 2025.

On 30 April 2025, the Group announced that Mike Schmidt will occupy the role of Interim Group CEO alongside his existing role as Group CFO until a

permanent appointment is made.

On 15 May 2025, the Group announced that Tjeerd Jegen is to be appointed as Group CEO on 16 June 2025.

All directors served for the whole period except where indicated above.

Notes to the Consolidated Financial Statements continued

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Notes

31 March

2025

GBP

31 March

2024

GBP

Raw materials and consumables and other external expenses

Other external expenses 8 (7,042,989) (13,150,590)

Staff costs 9

Wages and salaries (140,468) (126,621)

Social security costs

relating to pensions

(9,640) (8,376)

other social security costs

(5,878) (5,945)

Value adjustments

In respect of formation expenses and of tangible and intangible assets – –

Other operating expenses 10 (884,174) (1,317,719)

Income from participating interests 11

Derived from affiliated undertakings 291,000,000 350,000,000

Other interest receivable and similar income 12

Derived from affiliated undertakings 43,578,736 31,299,621

Other interest and similar income 475,217 5,172,068

Interest payable and similar expenses 13

Other interest and similar expenses (41,757,665) (28,703,653)

Tax on profit or loss 14

Profit or loss after taxation 285,213,140 343,158,785

Other taxes not included in the previous caption 14 (4,022) (4,112)

Profit or loss for the financial year 285,209,118 343,154,673

Company profit and loss account

for the financial year ended 31 March 2025

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Notes

31 March

2025

GBP

31 March

2024

GBP

Assets

Fixed assets

Tangible assets

Other fixtures and fittings, tools and equipment – –

Financial assets 3

Shares in affiliated undertakings 2,624,999,999 2,624,999,999

Other loans 5,467 5,467

2,625,005,467 2,625,005,467

Current assets

Debtors

Amounts owed by affiliated undertakings

becoming due and payable within one year

4 1,002,472,866 759,873,696

Other debtors

becoming due and payable within one year

5 475,003 285,311

1,0 02,947,870 760,159,007

Cash at bank and in hand 91,941 83,792

Total assets 3,628,045,277 3,385,248,266

Capital, reserves and liabilities

Capital and reserves 6

Subscribed capital 100,382,187 100,279,090

Share premium account 2,473,832,360 2,473,832,360

Reserves

Legal reserve 10,040,000 10,040,000

Profit or loss for the financial year 285,209,118 343,154,673

Profit or loss brought forward 29,720,976 34,636,044

Interim dividends (203,773,829) (251,698,717)

Total capital and reserves 2,695,410,812 2,710,243,449

Creditors 7

Debenture loans

Non-convertible loans

becoming due and payable within one year

17,843,771 11,840,299

Non-convertible bonds

becoming due and payable after more than one year

905,520,000 655,520,000

Trade creditors

becoming due and payable within one year

1,980,502 133,000

Amounts owed to affiliated undertakings

becoming due and payable within one year

7,206,040 7,366,872

Other creditors:

Tax authorities 11,628 8,679

Other creditors

becoming due and payable within one year

72,524 135,966

9,270,694 7,644,518

Total capital, reserves and liabilities 3,628,045,277 3,385,248,266

Company balance sheet

as at 31 March 2025

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1 General Information

The financial statements have been prepared in accordance with Luxembourg legal and regulatory requirements relating to the preparation and

presentation of the annual accounts.

B&M European Value Retail S.A. (the “Company”) was incorporated on 19 May 2014 as a “

société anonyme

” for an unlimited period. The Company is

organised under the laws of the Grand-Duchy of Luxembourg, in particular the law of 10 August 1915 on commercial companies, as amended from

time to time.

The Company’s shares are admitted to trading on the equity shares (commercial companies) listing segment of the London Stock Exchange.

The Company is registered with the Luxembourg Trade and Companies Register under number RCS Luxembourg B 187.275 and the registered office

of the Company is located at 3, rue Gabriel Lippmann, L-5365 Munsbach.

The financial year of the Company starts on 1 April each year and ends on 31 March the following year. The Company prepares consolidated financial

statements including the Company and its subsidiaries (the “Group”).

The Company’s purpose is to acquire and hold interests, directly or indirectly, in any form whatsoever, in other Luxembourg or foreign entities, by way

of, among others, subscription or acquisition of (i) any securities and rights through participation, contribution, underwriting, firm purchase or option,

negotiation or in any other way, or of (ii) debt instruments in any form whatsoever, and to administrate, develop and manage such holding of interests.

The Company may in particular enter into transactions to borrow money in any form or to obtain any form of credit and raise funds through, including,

but not limited to, the issue of shares, bonds, notes, promissory notes, certificates and other debt instruments or debt securities, convertible or not,

or the use of financial derivatives. The Company may also enter into any guarantee, pledge or any other form of security agreement.

During the financial year ended 31 March 2025, two new Independent Non-Executive Directors joined the Board of B&M European Value Retail S.A.;

Nadia Shouraboura in May 2024 and Euan Sutherland in January 2025.

At the close of the Annual General Meeting held on 23 July 2024, Peter Bamford and Ron McMillan retired from the Board of Directors and Tiffany Hall

became the new Chair of the Board of Directors, in replacement of Peter Bamford.

As announced on 24 February 2025, Alex Russo, then Chief Executive Officer retired from the Board with effect as from 30 April 2025.

On 14 November 2024 the Board announced it started considering changing the nationality of the Company by exiting Luxembourg and on 9 January

2025 the Board confirmed the registered office of the Company might be relocated in two potential jurisdictions: Jersey or Ireland.

2 Summary of significant accounting policies and valuation methods

Basis of preparation

These annual accounts have been prepared in accordance with Luxembourg legal and regulatory requirements under the historical cost convention.

Accounting policies and valuation rules are, besides the ones laid down by the law of 19 December 2002, as subsequently amended (the “Law”),

determined and applied by the Board of Directors.

These accounts have been prepared on a going concern basis.

The preparation of annual accounts requires the use of certain critical accounting estimates. It also requires management to exercise its judgement

in the process of applying the accounting policies. Changes in assumptions may have a significant impact on the annual accounts in the period in

which the assumptions changed. Management believes that the underlying assumptions are appropriate and that the annual accounts therefore

present the financial position and results fairly.

The Company makes estimates and assumptions that affect the reported amounts of assets and liabilities in the next financial year. Estimates and

judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are

believed to be reasonable.

Significant accounting policies and valuation methods

The main accounting policies and valuation rules applied by the Company are the following.

Financial assets

Shares in affiliated undertaking are valued at purchase price including the expenses incidental thereto.

In the case of durable depreciation in value according to the opinion of the Board of Directors, value adjustments are made in respect of financial

assets, so that they are valued at the lower figure to be attributed to them as at the balance sheet date. These value adjustments are not continued

if the reasons for which they were made have ceased to apply.

Debtors

Debtors are valued at their nominal value. They are subject to value adjustments where their recovery is compromised. These value adjustments

are not continued if the reasons for which the value adjustments were made have ceased to apply.

Notes to the annual accounts

for the financial year ended 31 March 2025

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2 Summary of significant accounting policies and valuation methods continued

Foreign currency translation

The Company maintains its accounting records in Great Britain Pound sterling (GBP) and the balance sheet, and the profit and loss accounts are

expressed in this currency.

Transactions expressed in currencies other than GBP are translated into GBP at the exchange rate effective at the time of the transaction (the

“historical exchange rate”).

Long-term non-monetary assets expressed in currencies other than GBP are translated into GBP at the exchange rate effective at the time of the

transaction. At the balance sheet date, these assets remain converted using the historical exchange rate.

Cash at bank is translated at the exchange rate effective at the balance sheet date. Exchange losses and gains are recorded in the profit and loss

account of the relevant financial year.

Other assets and liabilities are translated separately respectively at the lower or at the higher of the value converted at the historical exchange rate

or the value determined on the basis of the exchange rates effective at the balance sheet date. The realised and unrealised exchange losses are

recorded in the profit and loss account. The exchange gains are recorded in the profit and loss account at the moment of their realisation.

Provisions

Provisions are intended to cover losses or debts, the nature of which is clearly defined and which, at the date of the balance sheet are either likely to

be incurred or certain to be incurred but uncertain as to their amount or as to the date at which they will arise.

Provisions may also be created to cover charges which originate in the financial year under review or in a previous financial year, the nature of which

is clearly defined and which at the date of the balance sheet are either likely to be incurred or certain to be incurred but uncertain as to their amount

or the date at which they will arise.

Provision for taxation

Provisions for taxation corresponding to the tax liability estimated by the Company for the financial years for which the tax return has not yet been

filed are recorded under the caption “Tax authorities”. The advance payments are shown in the assets of the balance sheet under the caption

“Other debtors”, if applicable.

Creditors

Creditors are stated at their reimbursement value. Where the amount repayable on account is greater than the amount received, the difference is

shown in the profit and loss account when the debt is issued.

Dividends

Dividend receivables are recognised when the Company’s right to receive the dividend has been established. This is considered to be on the date

that the dividend is declared by the Board or approved by the general meeting of a subsidiary, or when the dividend is to be received.

Dividend payables are recognised when the Company’s obligation to pay the dividend is established. For interim dividends, this is considered to be

the case on the date the dividend is approved by the Board and for final dividends, on the date the dividend is approved by the general meeting of

the shareholders of the Company.

Issuance costs

Bond issuance costs are expensed through the profit and loss account at the time that they are incurred, and this is considered to be on the date on

which the relevant issuance is legally completed.

Share and stock option plans

Share and stock options are recognised when they are effectively exercised. For share and stock options, this is considered to be on the date that the

increase of the share capital is approved by the share option exercise committee.

3 Financial assets

The undertaking in which the Company holds interests is as follows:

Undertaking’s name Registered office

Percentage

of holding

Net equity

as at

31 March

2024

Net result for

the financial

year ended

31 March

2024

Net book value

as at

31 March

2025

B&M EVR 1* Luxembourg 100% 646,918,017 350,033,588 2,624,999,999

* B&M EVR 1 refers to B&M European Value Retail 1 S.à.r.l.

Notes to the annual accounts continued

for the financial year ended 31 March 2025

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As at the balance sheet date, the Board of Directors assessed the valuation of the undertaking and concluded that no value adjustment was

deemed necessary.

The annual accounts of B&M EVR 1 as at 31 March 2024 were approved by its managers, but are not due to be audited.

On 30 October 2024 an interim dividend of GBP 35 million was declared and distributed by B&M EVR 1 to the Company.

On 6 January 2025 an interim dividend of GBP 150 million was declared and distributed by B&M EVR 1 to the Company.

On 10 March 2025 an interim dividend of GBP 106 million was declared and distributed by B&M EVR 1 to the Company.

4 Amount owed by affiliated undertakings

March

2025

March

2024

Becoming due and payable within one year:

B&M European Value Retail Holdco 4 Ltd (“UK Holdco 4”) 995,415,449 754,340,994

Amount receivable in relation to professional fees recharged to UK subsidiaries 500,000 509,848

Interest receivable in relation to intercompany loan 6,557,417 5,022,854

Total 1,002,472,866 759,873,696

The amounts owed by UK Holdco 4 are interest bearing (note 12) and payable on demand. Where interest is calculated, it has been done on an arm’s

length basis.

5 Other debtors

March

2025

March

2024

Becoming due and payable within one year:

VAT Receivable 214,542 –

Prepaid income and net wealth taxes 5,106 1,027

Other advances 255,355 284,284

Total 475,003 285,311

6 Capital and reserves

Subscribed capital and share premium account

As at 31 March 2025, the issued share capital of the Company is set at GBP 100,382,187.10 divided into 1,003,821,871 ordinary shares with a nominal

value of GBP 0.10 each and the unissued but authorised share capital is set at GBP 296,840,035.10 represented by 2,968,400,351 ordinary shares.

The Company’s share capital is represented by one class of (ordinary) shares, all in dematerialised form.

In December 2020, the shareholders of the Company approved the conversion of all the shares of the Company which were then in registered form

into dematerialised form. The deadline for the compulsory dematerialisation of the shares was on 8 March 2023. Since that date, all the issued

shares are in dematerialised form and the shares which had not been converted by their owners by the compulsory dematerialisation deadline

are held in a securities account in the name of the Company, in accordance with the provisions of the Luxembourg law on the dematerialisation of

securities which are reproduced under article 6.3.5 of the articles of association of the Company (the “Articles”). The voting rights attached to those

shares are suspended and for the time of that suspension, the shares will not be taken into account to for quorum and majority at general meetings.

During the financial year, share options (reported as “off balance sheet commitments” under the annual accounts of the previous financial year) have

been exercised by employees and directors of the Group; the Board of Directors acting on the basis of article 5.2 of the Articles and within the frame

of the authorised share capital clause, issued in aggregate 1,030,975 new ordinary shares with a nominal value of 10 pence per share. The Articles

have been updated accordingly.

At the extraordinary general meeting of the shareholders of the Company held on 23 July 2024, in line with the revised Statement of Principles of the

Pre-Emption Group of the Financial Reporting Council, the Board of Directors of the Company has been authorised to issue ordinary shares on a non-

pre-emptive basis (i) in respect of the issue for cash of shares representing up to 10% (ten per cent) of the issued share capital of the Company and

(ii) in respect of the issue for cash of shares representing up to a further 10% (ten per cent) of the issued share capital of the Company to be used for

the purposes of financing an acquisition or a capital investment (or refinancing such a transaction within twelve months of the original transaction).

Article 5.2 of the Articles of the Company was amended accordingly.

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6 Capital and reserves continued

Movements for the period on the reserves and profit/loss captions are as follows:

Share premium

and similar

premiums

Legal

reserve

Profit or loss

brought forward

Profit for the

financial period

Interim

dividends

Total

As at the beginning of the

financial year 2,473,832,360 10,040,000 34,636,044 343,154,673 (251,698,717) 2,609,964,360

Allocation of prior period’s result – – 343,154,673 (343,154,673) – –

Capital increase from exercise of

share option – – (103,098) – – (103,098)

Allocation of dividends – – (251,698,717) – 251,698,717 –

Final dividend (August 2024) – – (96,267,926) – – (96,267,926)

Interim dividend (December 2024) – – – – (53,200,548) (53,200,548)

Special dividend (February 2025) – – – – (150,573,281) (150,573,281)

Profit for the financial year – – – 285,209,118 – 285,209,118

As at the end of the financial year 2,473,832,360 10,040,000 29,720,976 285,209,118 (203,773,829) 2,595,028,625

On 4 June 2024, the Board of Directors proposed the distribution of a final dividend of 9.6 pence per ordinary share, being a total gross aggregate

distribution of GBP 96,267,926.02. The Annual General Meeting (AGM) of the shareholders held on 23 July 2024 approved that proposal and that

final dividend was paid by the Company on 2 August 2024.

On 13 November 2024, the Board of Directors unanimously approved the distribution of an interim dividend of 5.3 pence per ordinary share, being

a total aggregate distribution of GBP 53,200,548.24 (gross) paid by the Company on 13 December 2024.

On 7 January 2025, the Board of Directors unanimously approved the distribution of a special dividend of 15.0 pence per ordinary share, being a total

aggregate distribution of GBP 150,573,280.65 (gross) paid by the Company on 14 February 2025.

Legal reserve

In accordance with article 710-23 of the Luxembourg law on commercial companies dated 10 August 1915, as amended, the Company is required

to allocate to a legal reserve, which is not available for distributions to shareholders, a minimum of 5% (five per cent) of its annual net profit. This

allocation ceased to be mandatory when and for so long as this reserve equals 10% (ten per cent) of the subscribed share capital.

Consequently, no allocation to the legal reserve will be proposed to the AGM reviewing those financial statements.

7 Creditors

Amounts due and payable for the accounts shown under “Debenture loans” are as follows:

Within

one year

After one year

and within

five years

After more than

five years

March

2025

March

2024

Debenture loans

Non-convertible loans – Bonds interest 17,843,771 – – 17,843,771 11,840,299

Non-convertible loans – Bonds principal 155,520,000 250,000,000 500,000,000 905,520,000 655,520,000

173,363,771 250,000,000 500,000,000 923,363,771 667,360,299

The Company issued Senior Secured Notes (“Notes”) which are all listed for trading on the Euro MTF Market of the Luxembourg Stock Exchange.

The Euro MTF Market of the Luxembourg Stock Exchange is not a regulated market pursuant to the provisions of Directive 2014/65 EU on financial

instruments but falls within the scope of Market Abuse Regulation 596/2014 and Directive 2014/57 EU on criminal sanctions for market abuse.

On 13 July 2020, the Company issued GBP 400,000,000 3.625% Senior Secured Notes (the “2020 Notes”) which are due on 15 July 2025. Interest on the

2020 Notes is paid semi-annually in arrears on 15 January and 15 July each year since. The proceeds were used to repay (i) the amounts outstanding

in relation to Notes issued in 2017 and maturing in 2022, and (ii) the amounts then due under facilities agreements which were subsequently

terminated as per the terms and conditions set out in the Global Deed of Release entered into on the same date.

On 13 November 2023, the Company tendered 2020 Notes up to a maximum acceptance amount and on 21 November 2023, the Company

announced that an amount of GBP 244,480,000 had been validly tendered which left an outstanding amount of GBP 155,520,000 of the 2020 Notes.

On 24 November 2021, the Company issued GBP 250,000,000 4.000% Senior Secured Notes (the “2021 Notes”) which are due on 15 November 2028.

Interest on the 2021 Notes is paid semi-annually in arrears on 15 May and 15 November of each year. The proceeds were used for general corporate

purposes.

The Company may redeem the 2021 Notes in whole or in part at any time on or after 15 November 2024, in each case, at the redemption prices set

out in the relevant Offering Circular.

Notes to the annual accounts continued

for the financial year ended 31 March 2025

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Prior to 15 November 2024, the Company is entitled to redeem, at its option, all or a portion of the 2021 Notes at a redemption price equal to 100%

of the principal amount, together with accrued and unpaid interest to the redemption date and additional amounts, if any, plus a “make-whole”

premium, as described in the relevant Offering Circular.

Prior to 15 November 2024, the Company may, at its option, and on one or more occasions, also redeem up to 40% of the original aggregate principal

amount of the 2021 Notes with the net proceeds from certain equity offerings. Additionally, the Company may redeem the 2021 Notes in whole, but

not in part, at a price equal to their principal amount plus accrued and unpaid interest and additional amounts, if any, upon the occurrence of certain

changes in applicable tax law. Upon the occurrence of certain events constituting a change of control, the issuer may be required to repurchase all or

any portion of the 2021 Notes at 101% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any, to the date of

such repurchase.

On 23 November 2023, the Company issued GBP 250,000,000 8.125% Senior Secured Notes (the “2023 Notes”) which are due on 15 November 2030.

Interest on the 2023 Notes is paid semi-annually in arrears on 15 May and 15 November of each year. Out of the proceeds, GBP 244,480,000 were

used to settle the 2020 Notes redeemed as above reported.

The Company may redeem the 2023 Notes in whole or in part at any time on or after 15 November 2026, in each case, at the redemption prices set

out in the relevant Offering Circular.

Prior to 15 November 2026, the Company is entitled to redeem, at its option, all or a portion of the 2023 Notes at a redemption price equal to 100%

of the principal amount of the 2023 Notes, together with accrued and unpaid interest to the redemption date and additional amounts, if any, plus a

“make-whole” premium, as described in the relevant Offering Circular.

Prior to 15 November 2026, the issuer may, at its option, and on one or more occasions, also redeem up to 40% of the original aggregate principal

amount of the 2023 Notes with the net proceeds from certain equity offerings. Additionally, the issuer may redeem the 2023 Notes in whole, but not

in part, at a price equal to their principal amount plus accrued and unpaid interest and additional amounts, if any, upon the occurrence of certain

changes in applicable tax law. Upon the occurrence of certain events constituting a change of control, the Company may be required to repurchase

all or any portion of the 2023 Notes at 101% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any, to the

date of such repurchase.

On 27 November 2024, the Company issued GBP 250,000,000 6.50% Senior Secured Notes (the “2024 Notes”) which are due on 27 November 2031.

Interest on the 2024 Notes is paid semi-annually in arrears on 27 May and 27 November of each year.

The Company may redeem the 2024 Notes in whole or in part at any time on or after 27 November 2027, in each case, at the redemption prices set

out in the relevant Offering Circular.

Prior to 27 November 2027, the Company is entitled to redeem, at its option, all or a portion of the 2024 Notes at a redemption price equal to 100%

of the principal amount of the 2024 Notes, together with accrued and unpaid interest to the redemption date and additional amounts, if any, plus a

“make-whole” premium, as described in the relevant Offering Circular.

Prior to 27 November 2027, the Company may also, at its option, and on one or more occasions, redeem up to 40% of the original aggregate principal

amount of the 2024 Notes with the net proceeds from certain equity offerings. Additionally, the issuer may redeem the 2024 Notes in whole, but not

in part, at a price equal to their principal amount plus accrued and unpaid interest and additional amounts, if any, upon the occurrence of certain

changes in applicable tax law. Upon the occurrence of certain events constituting a change of control, the issuer may be required to repurchase all

or any portion of the 2023 Notes at 101% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any, to the date

of such repurchase.

All Notes are senior obligations of the Company, guaranteed on a senior basis by its various affiliated companies.

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7 Creditors continued

Other amounts due and payable for the accounts shown under “Creditors” are as follows:

Within

one year

After one year

and within

five years

After more than

five years

March

2025

March

2024

Trade creditors

Suppliers 542,357 – – 542,357 57,389

Suppliers – Invoices not yet received (note 7.1) 1,438,145 – – 1,438,145 75,612

1,980,502 – – 1,980,502 133,000

Amounts owed to affiliated undertakings B&M EVR 2* (note 7.2) 7,206,040 – – 7,206,0 40 7,366,872

Other creditors

Tax authorities:

Net wealth tax 8,135 – – 8,135 4,112

Other taxes 3,493 – – 3,493 4,567

11,628 – – 11,628 8,679

Other creditors 72,524 – – 72,524 135,966

Total 9,270,694 – – 9,270,694 7,644,518

* B&M EVR 2 stands for B&M European Value Retail 2 S.à.r.l.

Note 7.1 The balance of suppliers’ invoices not yet received relates mostly to accruals relating to the process of relocating the domicile, for legal fees

and for audit fees.

Note 7.2 Dividend payments in GBP received by the Company on behalf of B&M EVR 2.

8 Other external expenses

March

2025

March

2024

Advisory and consultancy fees 609,594 250,402

Fees relating to redemption and issue of bond debt:

- In relation to the Notes 2024 3,103,508 –

- In relation to the Notes 2023 443,513 11,876,108

Redomiciliation fees 1,151,847 –

Stock exchange fees 260,609 226,062

Accounting and administrative fees 164,627 106,764

Marketing, communication and travel expenses 202,786 119,154

Government regulatory fees 189,769 117,244

Audit fees 115,407 91,667

Legal fees 335,922 18,399

Rentals 51,036 50,613

Board recruitment expenses 389,996 253,344

Repairs and maintenance 9,906 28,597

Others 14,470 12,237

Total 7,042,989 13,150,590

The audit fees shown above are parent-only fees. Audit fees paid to members of the KPMG network are disclosed in the consolidated financial

statements.

On 23 November 2023, GBP 244,480,000 of the 2020 Notes were redeemed at 98% of their principal amount, resulting in a GBP 4.9m gain on tender

of corporate bonds. The remaining GBP 155,520,000 of the 2020 Notes mature in July 2025. See also note 12.

On 23 November 2023, the Group issued the 2023 Notes for GBP 250,000,000, maturing in November 2030 with an interest rate of 8.125%.

Fees incurred in relation with the 2023 Notes totalled GBP 11.9m, including an GBP 8.4m loss related to an interest rate swap derivative.

On 27 November 2024, the Group issued the 2024 Notes for GBP 250,000,000, maturing in November 2031 with an interest rate of 6.5%. Fees incurred

in relation with that issuance totalled GBP 3.1m. The total fees are included in the above breakdown under the caption “fees relating to redemption

and issue of bond debt”, with a further GBP 0.4m of late fees relating to the 2023 Notes.

Notes to the annual accounts continued

for the financial year ended 31 March 2025

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9 Staff costs

As at 31 March 2025, the Company employed one part-time employee and one full-time employee (2024: one part-time and one full-time).

10 Other operating expenses

March

2025

March

2024

Director fees 817,669 793,348

Non-deductible VAT 66,505 469,346

Others – 55,025

Total 884,174 1,317,719

11 Income from participating interests

March

2025

March

2024

Derived from affiliated undertakings:

Dividend income (note 11.1) 291,000,000 350,000,000

Total 291,000,000 350,000,000

Note 11.1 Dividend income relates to dividends distributed by B&M EVR 1.

12 Other interest receivable and similar income

March

2025

March

2024

Derived from affiliated undertakings (note 12.1):

Interest recharge 43,578,736 31,299,621

43,578,736 31,299,621

Other interest and similar income:

Gain on tender of corporate bonds – 4,889,600

Realised foreign exchange gain 475,217 282,468

475,217 5,172,068

Total 44,053,953 36,471,689

Note 12.1 The Company and its UK and Luxembourg affiliates are bound by the terms of a Management Services Agreement (“MSA”). Included in the

provisions of this MSA is the right for the Company to charge or be charged with interest on any intercompany balances held with affiliates outside

of Luxembourg (“interest recharge”). The basis for the interest recharge is the outstanding balance per management accounts at the start and end of

each month, and the marginal external rate of borrowing available to the Group as reviewed by management on at least quarterly basis.

13 Interest payable and similar expenses

March

2025

March

2024

Other interest and similar expenses:

Interest expense on bonds payable 41,502,183 28,539,341

Realised foreign exchange loss 255,482 164,312

Total 41,757,665 28,703,653

14 Taxation

The Company is subject to the general tax regulation applicable to all Luxembourg commercial companies.

The Group has performed an assessment of the potential exposure to Pillar Two income taxes under Luxembourg legislation with its external tax

specialists. This assessment was based upon our most recent country-by-country reporting and the methodology we intend to use in our future

country-by-country and Pillar Two reporting and the most recent financial statements for the constituents of the Group. Based on the assessment, the

Pillar Two effective tax rates in all of the jurisdictions in which the Group have trading operations are above 15%, which is expected to continue in future

years and other jurisdictions have been analysed to meet other safe harbour tests or are not expected to have significant impact. We therefore intend

to apply the transitional safe harbour rules which will exempt the Group from applying the full Pillar Two rules from the first year of their application.

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15 Off balance sheet commitments and contingencies

As at the balance sheet date, the Company has financial commitments relating to i) share option plans and ii) pledge agreements. The nature and

the commercial objective of the operations not disclosed on the balance sheet can be described as follows.

Acting on the basis of article 5.2 of the Articles, and in accordance with the terms of the various incentive schemes in place, including the Restricted

Stock Awards Plan and Long-Term Incentive Plan (LTIP), the Board of Directors of the Company issued new shares to Directors and employees of the

Group during the financial year ended 31 March 2025. The nominal value of the 1,030,975 newly issued shares were paid out of carried forward

earnings of the Company and the Articles of the Company were amended accordingly.

The Company also acts as a guarantor for the senior credit facilities of its affiliated companies.

Note 15.1 Share option plans

The Company operates the following open share option plans. The details of which are as follows:

1. The B&M European Value Retail S.A. Long-Term Incentive Plan 2019, LTIP 2019A

2. The B&M European Value Retail S.A. Long-Term Incentive Plan 2020, LTIP 2020A

3. The B&M European Value Retail S.A. Long-Term Incentive Plan 2021, split into two; (i) LTIP 2021A, (ii) LTIP 2021/B1

4. The B&M European Value Retail S.A. Long-Term Incentive Plan 2022, split into three; (i) LTIP 2022A, (ii) LTIP 2022/B1, (iii) LTIP 2022/B2

5. The B&M European Value Retail S.A. Long-Term Incentive Plan 2023, split into two; (i) LTIP 2023A, (ii) LTIP 2023/B1

6. The B&M European Value Retail S.A. Long-Term Incentive Plan 2024, split into two; (i) LTIP 2024A, (ii) LTIP 2024/B1

7. The B&M European Value Retail S.A. Deferred Benefit Share Plan 2021 (DBSP 2021)

8. The B&M European Value Retail S.A. Deferred Benefit Share Plan 2022 (DBSP 2022)

9. The B&M European Value Retail S.A. Deferred Benefit Share Plan 2023 (DBSP 2023)

10. The B&M European Value Retail S.A. Deferred Benefit Share Plan 2024 (DBSP 2024)

11. The B&M European Value Retail S.A. Buy-out awards 2022, Buy-out Nov-24

LTIP

These awards are ordinary shares subject to a mixture of market based and non-market-based performance conditions. They vest after a period of

three years.

LTIP 2019A, LTIP 2020A, LTIP 2021A, LTIP 2022A, LTIP 2023A and LTIP 2024A have been separated into two tranches based upon the conditions required

for vesting, as the two tranches were calculated to have separately identifiable and different fair values. The tranches are labelled “TSR” and “EPS”

as the relevant key performance conditions are based upon total shareholder return and earnings per share. These LTIP schemes all have a holding

period of two years after the shares have vested. The other LTIP schemes do not have this feature.

All schemes awarded have additional options granted to holders for each dividend paid by the Company whilst the options are held. These dividend

grants are equivalent to the number of new shares they could have bought with the dividend that would have been due to them had they held the

actual shares.

The options were valued using appropriate methodology (the Black Scholes and Monte Carlo models). All LTIP options have a nil exercise price.

Scheme/ Tranche

Date of

grant

Date of

vesting

Fair value of

option

Number of

options

outstanding at

31 March

2024

Number of

options granted/

(forfeited

or lapsed)

in the year

Number of

options

exercised

in the year

Number of

options

outstanding at

31 March 2025

LTIP 2019A/EPS 22 Aug 2019 22 Aug 2022 3.61 312,583 6,467 (319,050) –

LTIP 2019A/TSR 22 Aug 2019 22 Aug 2022 2.51 312,583 6,467 (319,050) –

LTIP 2020A/EPS 30 Jul 2020 30 Jul 2023 4.64 197,369 17,023 – 214,392

LTIP 2020A/TSR 30 Jul 2020 30 Jul 2023 4.09 197,369 17,023 – 214,392

LTIP 2021A/EPS 3 Aug 2021 3 Aug 2024 5.60 191,790 (90,874) – 100,916

LTIP 2021A/TSR 3 Aug 2021 3 Aug 2024 3.54 191,790 (8,710) – 183,080

LTIP 2022A/EPS 17 Nov 2022 17 Nov 2025 3.86 349,537 30,148 – 379,685

LTIP 2022A/TSR 17 Nov 2022 17 Nov 2025 1.24 349,537 30,148 – 379,685

LTIP 2023A/EPS 1 Aug 2023 1 Aug 2026 5.48 235,204 (36,786) – 198,418

LTIP 2023A/TSR 1 Aug 2023 1 Aug 2026 4.09 235,204 (36,787) – 198,417

LTIP 2024A/EPS 1 Aug 2024 1 Aug 2027 4.56 – 187,298 – 187,298

LTIP 2024A/TSR 1 Aug 2024 1 Aug 2027 1.74 – 187,297 – 1 87,297

LTIP 2021/B1 3 Aug 2021 3 Aug 2024 5.60 251,134 2,849 (248,414) 5,569

LTIP 2022/B1 3 Aug 2022 3 Aug 2025 4.37 380,862 4,884 – 385,746

LTIP 2022/B2 15 Dec 2022 15 Dec 2025 4.12 4,061 350 – 4,411

LTIP 2023/B1 1 Aug 2023 1 Aug 2026 5.48 387,478 (27,370) – 360,108

LTIP 2024/B1 1 Aug 2024 1 Aug 2027 4.55 – 492,657 – 492,657

LTIP 2020A and LTIP 2021A have vested and are in a two-year holding period.

5,569 (LTIP 2021/B1) of the outstanding options are available for immediate exercise as at 31 March 2025.

Notes to the annual accounts continued

for the financial year ended 31 March 2025

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Assumptions

The fair valuing exercise uses several assumptions, including those given in the table below.

Scheme/Tranche

Risk-free

rate

Expected life

(years)

Volatility

LTIP 2019A/EPS 0.37% 5 31%

LTIP 2019A/TSR 0.37% 5 31%

LTIP 2020A/EPS -0.11% 5 48%

LTIP 2020A/TSR -0.11% 5 48%

LTIP 2021A/EPS 0.23% 5 37%

LTIP 2021A/TSR 0.23% 5 37%

LTIP 2022A/EPS 3.16% 5 31%

LTIP 2022A/TSR 3.16% 5 31%

LTIP 2023A/EPS 4.75% 5 32%

LTIP 2023A/TSR 4.75% 5 32%

LTIP 2024A/EPS 4.04% 5 31%

LTIP 2024A/TSR 4.04% 5 31%

LTIP 2021/B1 0.12% 3 42%

LTIP 2022/B1 1.75% 3 32%

LTIP 2022/B2 1.75% 3 32%

LTIP 2023/B1 4.77% 3 31%

LTIP 2024/B1 3.77% 3 31%

DBSP

The Deferred Benefit Share Plan (DBSP) is a holding scheme where a portion of the Executive Directors annual bonus is deferred into a share option

holding scheme where the options are held for three years before they can be exercised.

As such these are valued at the portion of the bonus which has been deferred. This scheme also attracts the additional dividend related grants as

detailed above for the post 2019 LTIP schemes.

All DBSP options have a nil exercise price.

Scheme/ Tranche

Date of

grant

Date of

vesting

Fair value of

option

Number of

options

outstanding at

31 March

2024

Number of

options granted/

(forfeited

or lapsed)

in the year

Number of

options

exercised

in the year

Number of

options

outstanding at

31 March

2025

DBSP 2021 4 Jul 2021 4 Jul 2024 N/A 104,359 2,160 (106,519) –

DBSP 2022 8 Jun 2022 8 Jun 2025 N/A 324,517 27,990 – 352,507

DBSP 2023 13 Jun 2023 13 Jun 2026 N/A 165,640 14,289 – 179,929

DBSP 2024 17 Jun 2024 17 Jun 2027 N/A – 266,096 – 266,096

Buy-out awards

The buy-out awards relate to schemes awarded to Executive Directors relating to the buy-out of share schemes which previously were held with their

prior employer. One such scheme remains that was awarded in November 2022, Buy-out Nov-24 vested and was fully exercised in November 2024.

These schemes are valued at an amount agreed by the remuneration committee upon their award and all buy-out awards have a nil exercise price.

Scheme/ Tranche

Date of grant Date of vesting

Fair value of

option

Number of

options

outstanding at

31 March

2024

Number of

options granted/

(forfeited

or lapsed)

in the year

Number of

options exercised

in the year

Number of

options

outstanding at

31 March

2025

Buy-out Nov-24 16 Nov 2022 16 Nov 2024 N/A 36,601 1,341 (37,942) –

In accordance with Luxembourg GAAP, as long as the option holders have not exercised their rights, the related amounts are reported as off-balance

sheet commitments.

Note 15.2 Pledge agreements

In relation to the issuance of the Notes (see note 7), and pursuant to a share pledge agreement dated (and effective as of) 14 July 2020, all shares and

related assets owned from time to time in B&M EVR 1 by the Company and, in particular, the 198,916,673 shares owned as of 31 March 2025 and any

shares acquired by the Company in the future and related assets, are pledged in favour of Deutsche Bank AG, London Branch, acting as security agent

for itself and for and on behalf of the secured parties.

To secure the Notes (see note 7), the Company and its Luxembourg affiliates also consented a first ranking pledge over their respective current bank

accounts in favour of Deutsche Bank AG, London Branch, acting as security agent for itself and for and on behalf of the secured parties.

160

B&M European Value Retail S.A.

Annual Report and Accounts 2025

16 Directors emoluments

Director fees payable to the Independent Non-Executive Directors of the Company are paid in GBP and subject to withholding tax in Luxembourg at

the rate of 20%.

The contractual emoluments paid to the Non-Executive Directors of the Company are as follows:

March

2025

March

2024

Director fees paid to the Non-Executive Directors of the Group 776,322 782,632

776,322 782,632

There were and there are no obligations arising or entered into in respect of retirement pensions for former members of the Board.

There were no advances or loans granted during this financial year to the members of the Board.

There are no guarantees or direct substitutes granted or given to the members of the Board.

Executive Directors are remunerated through other Group companies.

17 Subsequent events

As announced on 24 February 2025, Alejandro Russo retired from his position as Group CEO on 30 April 2025. On that date the Company appointed

Mike Schmidt as interim Group CEO, alongside his role as Group CFO.

On 15 May 2025 the Company announced the appointment of Tjeerd Jegen as new Group CEO with effect of 16 June 2025. Until that date Mike Schmidt

will remain interim CEO.

No other matters or circumstances of importance other than those already described in the present notes to the annual accounts have arisen since

the end of the financial year which could have significantly affected or might significantly affect the operations of the Company, the results of those

operations or the affairs of the Company.

The financial statements were approved by the Board of Directors and authorised for issue on 3 June 2025 and signed on its behalf by:

Michael Stefan Schmidt

Interim Chief Executive Officer

Chief Financial Officer

Notes to the annual accounts continued

for the financial year ended 31 March 2025

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Registered Office & Company Number

B&M European Value Retail S.A.

3, rue Gabriel Lippmann, L-5365

Munsbach, Schuttrange,

Grand-Duchy of Luxembourg

Tel: +352 246 130 208

www.bandmretail.com

Registrars

Banque Internationale à Luxembourg S.A.

69, Route d’Esch

L-2953 Luxembourg

Tel: +352 4590 5000

www.bil.com

Central Securities Depositary

LuxCSD S.A.

42, Avenue J-F Kennedy

L-1855 Luxembourg

Grand-Duché de Luxembourg

www.luxcsd.com

Listing

The ordinary shares of B&M European Value

Retail S.A. are listed with a premium listing on

the London Stock Exchange.

Auditor

KPMG Audit S.à r.l.

39, Avenue John F. Kennedy

L-1855 Luxembourg

Tel: +352 22 51 51 1

www.kpmg.com/lu

Joint Brokers

BofA Securities

2 King Edward Street

London EC1A 1HQ

Tel: +44 (0)20 7628 1000

www.baml.com

BNP Paribas

10 Harewood Avenue

London NE1 6AA

Tel: +33 1 42 98 10 00

www.securities.cib.bnpparibas.com

Principal Bankers

Barclays Bank PLC

Corporate Directory

B&M European Value Retail S.A. Annual Report and Accounts 2025

B&M European Value Retail S.A.

3, rue Gabriel Lippmann,

L-5365 Luxembourg

Grand-Duchy of Luxembourg

R.C.S. Luxembourg: B 187275