Annual Report and Accounts 2024
Building
Progress
Together

Welcome
Grafton Group plc
is an international
business operating in the
distribution, manufacturing
and DIY retail sectors of the
building materials industry.
We are pleased to have
successfully navigated
challenging market
conditions in 2024 to deliver
adjusted operating profit
slightly ahead of analysts’
expectations. This resilient
performance was supported
by our exposure to different
geographies, our diversified
customer base and the
active management of
gross margin and costs.”
Eric Born
Chief Executive Officer
Grafton Group plc

Strategic Report
02 At a Glance
04 2024 Highlights
05 Investment Case
06 Year in Review
08 Our Main Brands
10 Stakeholder Engagement
12 Our Purpose and Values
16 Our Strategy
17 Our Value Chain
18 Chair’s Statement
20 Our Business Model
22 Chief Executive Officer’s Review
26 Key Performance Indicators
29 Operating Review
29 Distribution Segment
37 Retail Segment
38 Manufacturing Segment
40 Financial Review
43 Risk Management
Sustainability Statement
55 CEO and CFO introduction
56 General Disclosures
57 Our Approach
58 Double Materiality Assessment
60 Impacts, Risks and Opportunities
Financial highlights
Contents
Group revenue
£2.28bn
2023: £2.32bn
Adjusted operating profit (i)
£177.5m
2023: £205.5m
Adjusted operating profit margin (i) (ii)
7.6%
2023: 8.8%
Cash generation from operations
£298.3m
2023: £334.3m
Dividend for the year
37.0p
2023: 36.0p
Net cash (before IFRS 16 leases)
£272.1m
2023: £379.7m
Adjusted returns on capital employed (i)
10.3%
2023: 11.9%
Adjusted earnings per share – basic (i)
71.8p
2023: 77.9p
Statutory highlights
Statutory operating profit
£152.6m
2023: £183.1m
Net (debt)
(£131.7m)
2023: (£49.3m)
Statutory operating profit margin
6.7%
2023: 7.9%
Statutory earnings per share – basic
60.9p
2023: 69.6p
-1.60% -13.6% -16.6%
-120bps -10.8% -£82.4m
+2.8% -£107.7m -120bps
-160bps -7.8% -12.5%
(i) The term ‘Adjusted’ means before exceptional items, amortisation of intangible assets arising on acquisitions
and acquisition related items in both years. Other ‘Alternative Performance Measures’ (‘APMs’) are detailed on
pages 204 to 209.
(ii) Before property profit.
64 Environmental Disclosures
64 Climate change
69 Resource Use and Circular Economy
72 Social Disclosures
72 Own Workforce
77 Workers in the Value Chain
78 Consumers and End-users
79 Governance Disclosures
79 Business Conduct
81 Assurance Report
Corporate Governance
82 Board of Directors
84 Group Management Team
85 Directors’ Report on Corporate Governance
85 Chair’s Introduction
86 Group Management Team
86 Governance Framework
94 Audit and Risk Committee Report
98 Nomination Committee Report
102 Report of the Remuneration Committee on
Directors’ Remuneration
102 Chair’s Annual Statement
106 Annual Report on Remuneration
120 Report of the Directors
Financial Statements
124 Directors’ Responsibility Statement
126 Independent Auditors’ Report
134 Group Income Statement
135 Group Statement of Comprehensive Income
136 Group Balance Sheet
137 Group Cash Flow Statement
138 Group Statement of Changes in Equity
140 Notes to the Group Financial Statements
194 Company Balance Sheet
195 Company Statement of Changes in Equity
196 Notes to the Company Financial Statements
Supplementary Information
204 Supplementary Financial Information
210 Financial History
212 Corporate Information
212 Financial Calendar
212 Annual General Meeting 2025
213 Glossary of Terms
01
Annual Report and Accounts 2024
Corporate
Governance
Sustainability
Statement
Financial
Statements
Supplementary
Information
Strategic
Report

Grafton Group plc is a Dublin based company,
listed on the London Stock Exchange.
Building progress
together
We operate
leading distribution formats for
building materials and construction
related products in Ireland, the
UK, the Netherlands, Finland and
Spain. We also operate the largest
consumer focused DIY retailer in
Ireland which is complementary
to our Irish distribution business.
We manufacture and distribute
direct to end customers in the
mortar, timber staircase and
window markets in the UK.
We add value
for our customers by providing
excellent product range availability,
high service levels and competitive
pricing. In our B2B offering, we
focus on small and medium sized
contractors and installers that are
mainly active in the residential repair,
maintenance and improvement and
new-build end markets.
We provide
the benefit of scale combined with
the local knowledge and focus of
each operating business through
regional or national branch networks.
We pride
ourselves on operational excellence
and innovative solutions to support
our customer-focused approach.
Our main brands
Distribution
Retailing Manufacturing
At a glance
02
Grafton Group plc

Our numbers by location
Number of branches
and factories
Revenue Adjusted
operating profit*
Adjusted operating
profit margin
15
2023: 14
£131.8m
2023: £139.8m
£8.9m
2023: £14.2m
6.8%
2023: 10.2%
92
£29.7m
**
£0.3m
**
1.1%
7.8%
2023: 9.5%
£26.4m
2023: £33.4m
£337.6m
2023: £351.5m
125
2023: 124
11.1%
2023: 10.9%
92
2023: 92
£901.3m
2023: £898.2m
£100.0m
2023: £97.7m
145
2023: 143
£881.9m
2023: £929.8m
6.0%
2023: 7.9%
£53.0m
2023: £73.5m
Adjusted operating profit by geography***Group revenue by geography
* Before property profit of £4.0 million (2023: £1.3 million) and central activity costs of £15.1 million (2023: £14.5 million).
** Grafton acquired Salvador Escoda on 30 October 2024.
*** After central activity costs of £15.1 million (2023: £14.5 million), including property profit of £4.0 million (2023: £1.3 million). Other ‘Alternative Performance Measures’ (‘APMs’)
are detailed on pages 204 to 209.
£2.28bn
2023: £2.32bn
£177.5m
2023: £205.5m
Ireland: 39.5%
(2023: 38.7%)
UK: 38.6%
(2023: 40.1%)
Netherlands: 14.8%
(2023: 15.2%)
Finland: 5.8%
(2023: 6.0%)
Spain: 1.3%**
(2023: n/a)
Ireland: 52.6%
(2023: 44.8%)
UK: 28.9%
(2023: 33.6%)
Netherlands: 13.7%
(2023: 15.2%)
Finland: 4.6%
(2023: 6.4%)
Spain: 0.2%**
(2023: n/a)
03
Annual Report and Accounts 2024
Corporate
Governance
Sustainability
Statement
Financial
Statements
Supplementary
Information
Strategic
Report

In this year’s report
2024 highlights
Highlights in the period included the strong performance of our Irish
businesses and completion of the platform acquisition of Salvador
Escoda, whilst also returning £154.1 million to shareholders through
share buybacks and dividends.
Strong performance in Ireland
Acquisition of Salvador Escoda
Over £1.2m donated to charities
and good causes
Organic development initiatives
with the busiest December on record for
Woodie’s, while the rate of decline continues
to ease in the UK.
further extending our geographic
diversification and providing exposure
to a new growth market.
through cash, in kind or volunteering which
equates to 0.71 per cent of our operating
profits for the year.
including branch openings, upgrades
and refurbishments and investment in
IT software.
 Find out more on page 30-31 and 37
 Find out more on page 36
 Find out more on page 78
 Find out more on page 29-39
04
Grafton Group plc

02
03
04
05
Investment case
Why invest in Grafton?
Strong local businesses with market
leading positions
• In each market we operate in, we focus on developing trusted local brands with strong,
defendable market positions
• We focus on fragmented markets with long-term underlying growth fundamentals that enable
us to build market leading positions through organic and inorganic development
01
Acquisition and integration capability
• Track record of continuous improvement and organic development
• Federated structure with a lean central team focused on supporting business unit management teams
with growth agenda and strategy and providing integration support for new acquisitions
• Experience in acquiring and successfully integrating businesses in multiple geographies
Operational strength and expertise
• Strong management teams with the relevant skills and experience to deliver our strategy
• Track record of continuous improvement and organic development
• Efficient operating model that drives cost synergies by leveraging infrastructure and functional
expertise at Group level
Long-term drivers of growth
We operate in markets with structural long-term growth potential:
• shortage of housing, pressure on rental markets and growing populations
• need to improve the existing housing stock
• need to reduce carbon emissions and improve energy efficiency
Strong financial base
• Financially robust with a strong balance sheet
• Strong cash generation
• Investment grade credit rating
• Disciplined approach to capital allocation
Group revenue
£2.28bn
Group adjusted EPS
71.8p
Net cash (before IFRS 16 leases)
£272.1m
Returns to shareholders in
dividends and share buybacks
(2020-2024)
£676.3m
05
Annual Report and Accounts 2024
Corporate
Governance
Sustainability
Statement
Financial
Statements
Supplementary
Information
Strategic
Report

Year in review
Progress achieved.
Future focused.
January
New IKH owned-store opened
IKH opens its 15
th
owned-store, located
in Roihupelto, a suburb of Helsinki. IKH
now has four owned-stores in the Finnish
capital region.
February
Four new Isero branches opened
In addition to several branch refurbishments,
Isero opened four new branches in 2024.
Isero Drachten and Isero Zwaag opened
in February, Isero Groningen opened in
September, and in October, Isero opened
another branch in Zwolle.
March-May
Appointment of Ian Tyler as Chair
Ian Tyler is appointed as Independent Non-
Executive Director, Chair Designate and a
member of the Nomination Committee on
1 March 2024 and he assumed the role of
Chair of the Board and of the Nomination
Committee on 2 May 2024.
June
CPI EuroMix champions diversity
in the construction sector
CPI EuroMix, with the support of the Group,
establishes the Building Bridges Network,
which brings together leading construction
industry names to champion best practice
for equality, equity, diversity and inclusion
in the industry.
Woodie’s Heroes tenth annual
fundraiser for Irish children’s
charities launched
The campaign went on to raise more than
€0.5 million with funds raised divided equally
among four charities: Autism Assistance Dogs
Ireland; Children’s Health Foundation; ISPCC
Childline; and Down Syndrome Ireland. The
total raised by Woodie’s Heroes over the past
decade now stands at over €4.1 million.
July
Net-zero targets validated
Grafton Group has committed to reach net-
zero greenhouse gas emissions across the
value chain by 2050. In July, Grafton received
validation by the Science Based Targets
initiative of this target and the associated
near and long-term targets.
Read more on page 64.
06
Grafton Group plc

November
Grafton Group named among
Top 100 Inclusive UK Employers
Index 2024
The index recognises organisations that
champion fairness, respect, equality,
diversity, inclusion and engagement.
The rankings are based on colleague
feedback from organisations that work
towards the National Centre for Diversity’s
Investors in Diversity standard. Colleagues
across Grafton Group and its UK-based
brands Selco, Leyland SDM, TG Lynes,
CPI EuroMix and StairBox, participated
in the assessment.
August
Frank Elkins appointed Chief
Executive Officer of Selco and
GB Distribution
Frank is a highly experienced Executive
Director with broad experience in the UK
building material distribution sector. Most
recently, he worked with Travis Perkins plc
for 12 years in a number of senior roles
including Group Chief Operating Officer.
New Lurgan branch and refurbished
Antrim branch for MacBlair
Following the relaunch of its refurbished
Antrim branch in September 2024, MacBlair
opens the doors of its new Lurgan branch
in October.
December
Wooden Windows operations move
to StairBox site
This represents the continued integration of
Wooden Windows with StairBox, enhancing
operational efficiencies across the business.
October
Grafton Group acquires
Salvador Escoda, one of Spain’s
leading distributors of heating,
ventilation and air conditioning
(HVAC) products
The acquisition fits firmly with Grafton’s
ambition of expanding into new geographies
in markets that have strong and unique
propositions with the opportunity to drive
further growth. Spain is forecast to be one
of the fastest growing economies in Western
Europe over the coming years with HVAC
identified as one of the fastest growing
market segments.
Leyland SDM opens 35
th
store
in Belsize Park
Following the refurbishment of its High St.
Kensington store in January, Leyland SDM
opens its new South Kensington store in July
and, in October, celebrated the opening of its
35
th
store located in Belsize Park.
Success in the Builders’ Merchant
Awards for Selco and Chadwicks
At the 2024 Builders’ Merchants Awards,
Selco wins National Merchant of the Year
(51+ Branches) and Community Initiative of
the Year. Chadwicks took home the Training
Initiative of the Year award.
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Annual Report and Accounts 2024
Corporate
Governance
Sustainability
Statement
Financial
Statements
Supplementary
Information
Strategic
Report

2024
2023
2022
2021
2020
40
50
60
£1.94bn
£1.91bn
Our main brands
Distribution
The distribution segment distributes building materials from 422 branches
in Ireland, the UK, the Netherlands, Finland and Spain.
Chadwicks
Chadwicks Group is Ireland’s leading distributor
of building materials operating from 56 branches
in the Republic of Ireland under the Chadwicks,
The Panelling Centre, Davies, Cork Builders
Providers, Heiton Steel, Telfords, Proline,
Sitetech and Rooneys brands.
Selco
Selco is a trade and business only distributor
of building materials that operates a retail style
self-select format. Trading from 75 branches,
including 32 in London, it is primarily focused
on trade customers engaged in small residential
RMI projects.
Leyland SDM
Leyland SDM is one of the most recognisable
and trusted decorating and DIY brands in
Central London where it distributes paint,
tools, ironmongery and accessories from
35 stores.
Number of branches
422
2023: 326
Distribution revenue
£1.91bn
 www.chadwicksgroup.ie  www.selcobw.com
 www.leylandsdm.co.uk
TG Lynes
TG Lynes is a distributor of materials and plant
for mechanical services, heating, plumbing and
air movement, operating from a distribution
centre in Enfield, North London.
MacBlair
MacBlair is the leading distributor of building
materials in Northern Ireland. MacBlair trades
from 23 branches. The business supplies the
trade, DIY and self-build markets with building
materials, timber, doors and floors, plumbing and
heating, bathrooms and landscaping products.
Isero and Polvo
Isero/Polvo is the No. 1 specialist distributor
of tools, ironmongery and fixings in the
Netherlands trading from 125 branches and
offering a comprehensive range of quality
products to trade professionals supported
by an exceptional level of customer service.
 www.macblair.com
 www.tglynes.co.uk  www.isero.nl/nl-nl
IKH
IKH is a leading distributor of workwear and
PPE, tools, spare parts and accessories in
Finland where it distributes its products
through a network of independently operated
IKH partner stores, third party distributors and
15 owned-stores.
Salvador Escoda
Acquired on 30 October 2024, Salvador Escoda is one
of Spain’s leading distributors of heating, ventilation
and air conditioning products. Headquartered
in Barcelona, the business operates from 92
strategically located branches supported by
four distribution centres.
 www.ikh.fi/en  www.salvadorescoda.com
-1.4%
08
Grafton Group plc

2024
2023
2022
2021
2020
40
50
60
£258.2m
£261.1m
2024
2023
£120.6m
£108.6m
* Before central activity costs of £15.1 million (2023: £14.5 million) and before property profit of £4.0 million (2023: £1.3 million). Other ‘Alternative Performance
Measures’ (‘APMs’) are detailed on pages 204 to 209.
Manufacturing
The manufacturing segment is
comprised of market leading dry
mortar and timber staircase and
window manufacturing businesses.
Number of
factories
12
2023: 12
Manufacturing revenue
£108.6m
CPI EuroMix
CPI EuroMix is the market leader in dry mortar manufacturing in the UK,
operating from ten strategically located factories that provide almost
national coverage.
StairBox
StairBox is an industry leading UK manufacturer and distributor of bespoke
wooden staircases and windows from a state-of-the-art production facility
in Stoke-on-Trent where it also operates under the Wooden Windows brand.
 www.cpieuromix.com
Retailing
Woodie’s is the largest DIY retailer
in Ireland trading from 35 branches
and online.
Number of
branches
35
2023: 35
Retail revenue
£261.1m
Woodie’s
Woodie’s is Ireland’s market leading DIY, Home and Garden retailer
with 35 stores nationwide and online offering an extensive range
of DIY products, paints, lighting, homestyle, housewares, bathroom
products and kitchens. Woodie’s is also a leading retailer of seasonal
categories including gardening and Christmas ranges.
 www.woodies.ie
Group revenue by sector
£2.28bn
2023: £2.30bn
Adjusted operating profit by sector excluding central activities*
£188.6m
2023: £218.8m
Distribution: 83.8%
(2023: 83.7%)
Retailing: 11.4%
(2023: 11.1%)
Manufacturing: 4.8%
(2023: 5.2%)
Distribution: 68.7%
(2023:71.2%)
Retailing: 18.4%
(2023: 15.0%)
Manufacturing: 12.9%
(2023: 13.8%)
+1.1% -10.0%
 www.stairbox.com
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Governance
Sustainability
Statement
Financial
Statements
Supplementary
Information
Strategic
Report

4
Stakeholder engagement
Building success
Building positive relationships with our stakeholders is a key
factor in delivering long-term sustainable success. The Board,
Group management and the management teams in each
of our businesses consider the likely consequences of their
decisions and actions on each of their stakeholder groups.
The Group governance framework
delegates authority to local
management teams supported
by a tight control environment at
Group level that allows individual
businesses to take appropriate
account of the needs of their
own stakeholders in their
decision-making.
Our decentralised structure means
that each Business Unit engages
extensively with its own unique
stakeholder groups.
Details of the Group’s key
stakeholders and examples
of how we engage with each
of them are set out here:
Colleagues
What’s important
• A strong sense of purpose and a
company that lives by its values
• A diverse and inclusive work environment,
where their overall safety, health and
wellbeing is valued
• A business that does the right thing for
people and the environment
• A culture where people can thrive, with
opportunities for training, development
and progression
How we engaged in 2024
Our businesses have a range of processes
in place to engage with colleagues.
Annual colleague engagement surveys
are carried out across our businesses, and
combined with annual review processes,
they provide an opportunity for colleagues
to provide feedback to management.
The Group Board also takes the opportunity
to engage with colleagues via Colleague
Forums.
Colleagues also have access to the
anonymous SpeakUp service to report
concerns, while internal communications
platforms facilitate information sharing
between colleagues and teams.
Our businesses also utilise town hall
meetings, newsletters and CEO blogs.
Customers
What’s important
• Availability of a wide range of products
and services on time and at competitive
prices
• A safe and efficient on-site experience
at convenient branch locations
• Online capability and ease of access
to products
• Providing responsibly sourced and more
sustainable options to customers
How we engaged in 2024
Our businesses are focused on delivering high
quality and efficient service, providing product
choice and innovation, and building strong
and enduring customer relationships.
Our businesses engage closely with their
customers in order to drive improvements
in the quality of our service proposition,
our product offering and to ensure that
customer expectations are met.
Our businesses conduct surveys and review
feedback from customers in order to improve
the quality of the overall product and service
proposition and to ensure that customer
expectations are met.
During 2024 our businesses continued to
invest in online platforms and develop online
sales capabilities to respond to changing
customer requirements.
10
Grafton Group plc

Communities and
the environment
What’s important
• Building a successful and sustainable
business that respects people and planet
• Operating our business in a way that
respects the environment and biodiversity
• Supporting local and national causes
• Making a positive contribution to the
communities where we operate
Shareholders
What’s important
• Financial performance and growth
that maximises shareholder returns
in a responsible way
• A clearly communicated strategy and
business model
• A business that does the right thing
for people and the environment
• Appropriate and considered decision
making that is in the long-term interests
of the Group
How we engaged in 2024
We maintain an open dialogue with
shareholders through our Annual General
Meeting (‘AGM’), ongoing investor relations
activity and shareholder consultation process,
to ensure that their views are considered
and factored into key decisions taken by
the Board.
The Company Secretary and Deputy
Company Secretary carried out governance
roadshow meetings with shareholders
in advance of the AGM in 2024. We also
consulted with shareholders during the
year on specific governance topics.
Executive management regularly engage with
investors following results announcements
and at other times throughout the year.
Shareholder feedback and details of
significant movements in our shareholder
register are reported to the Board on a
regular basis.
How we engaged in 2024
The stakeholder engagement carried
out in 2023 with customers, colleagues,
investors, lenders and suppliers for our
double materiality analysis showed that
climate change is the key environmental
concern across our stakeholder groups.
Our sustainability strategy sets out our
commitment to reducing our environmental
impact. We have committed to reach net zero
greenhouse gas emissions across the value
chain by 2050 and have received validation
by the Science-Based Targets initiative of this
target and the associated near and long-term
targets (see page 64). We are working on
appropriate transition plans which will support
the delivery of these targets.
We are committed to engaging with and
supporting the communities in the locations
where we operate. Our engagement is
mainly through local activity at branch
level, volunteering, charitable donations
and providing employment and work
experience opportunities.
Suppliers
What’s important
• An efficient route to market for their
products
• Communication and engagement
• Feedback on market demand and
customer reaction
• Long term collaboration to build strong,
lasting relationships
How we engaged in 2024
The commercial teams in each of our trading
businesses maintain ongoing dialogue with
their suppliers to build strong, long term
relationships. Engagement with suppliers
is primarily through a combination of day to
day interactions and formal review meetings.
Key areas of focus include innovation,
product development, health and safety
and compliance with our ethical standards.
Our ongoing supply chain risk management
process, which is managed at Group level,
provided an additional layer of engagement
with suppliers to better understand their
operation’s sustainability credentials under
a broad range of dimensions, policies
and procedures (for further information
see page 49).
During 2024 we were pleased to partner
with EcoVadis, who will support us in the
risk assessment of suppliers, the rating of
their sustainability programmes and to drive
improvements over time. In the second
half of 2024 we prepared for the transition
to this provider with training sessions
with commercial teams across the Group
commencing in January 2025.
11
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Corporate
Governance
Sustainability
Statement
Financial
Statements
Supplementary
Information
Strategic
Report

O
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For our customers
We build progress
For our people
We build progress
For our shareholders
We build progress
For our communities
and environment
We build progress
Our Purpose
by delivering a high quality
and efficient service, providing
product choice and innovation,
and building strong and enduring
customer relationships.
by creating sustainable
shareholder value,
investing in our M&A
strategy and focusing
on building a strong and
resilient business.
by proving a pathway for
colleagues to develop, looking
after their safety and wellbeing,
providing fair reward and
being a great place to work.
by operating ethically
and responsibly, reducing
our environmental impact
and giving back to our
local communities.
 Find out more
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Our purpose and values
Our purpose: building
progress together
Our purpose reflects what we do and what we stand
for as a business. It is about our passion for progress,
for the benefit of all our stakeholders.
12
Grafton Group plc

Our purpose: building
progress together
Be brilliant for our customers
Refurbishment of Chadwicks branches at
Midleton and Wexford
In 2024, Chadwicks unveiled two newly refurbished branches in
Midleton and Wexford as part of its ongoing nationwide branch
upgrade programme. This programme which began in 2018 has
seen 34 branches completely revamped to date with a view to
improving the customer experience.
Our values in action
TG Lynes launches new website
In January 2024, TG Lynes launched its new website, making
it easier for customers to manage their accounts and order
products for next-day delivery. The online platform offers trade
account customers efficient, round-the-clock methods to place
and manage their orders.
Value our people
Cultural training for colleagues
During 2024 Selco, Leyland SDM, TG Lynes and StairBox
rolled out a "Keep Banter Fun" cultural training programme
for colleagues.
The training aims to ensure that interactions between colleagues
are within the context of a respectful environment. It also supports
setting the right tone for workplace communications between
colleagues and ensures people have the right tools to deal
swiftly with inappropriate banter if it occurs.
The content for the course includes the difference between
banter and harassment, dealing with external forces such
as social media, and avenues for dealing with unacceptable
behaviour.
Free health screenings for Grafton Group
colleagues
Group colleagues in the UK and Ireland had the opportunity to
avail of free health screenings during the year, providing them
with valuable insights into their health and wellness based on
a range of metrics.
13
Annual Report and Accounts 2024
Corporate
Governance
Sustainability
Statement
Financial
Statements
Supplementary
Information
Strategic
Report

Value our people continued
Our purpose and values continued
Selco champions women leadership
Since Selco launched its apprenticeship offering in 2020, more
than 200 colleagues have either completed their apprenticeship
or are currently midway through the qualification. In January
2024, a new Women in Leadership Programme was introduced,
aimed at developing and supporting the progress of women in
the industry.
Sustainable, trustworthy and responsible
Isero raises over €80,000 for good causes
Isero colleagues raised over €80,000 during their fundraising
month in June 2024. Funds were raised in support of four worthy
causes: Alzheimer Nederland, The Forgotten Child Foundation,
Muscles for Muscles, and the Dutch Cancer Society.
MacBlair lifts its way to a cleaner future
Switching from diesel powered forklifts to electric is an
important part of MacBlair’s strategy to reduce its carbon
emissions. In 2024, MacBlair continued the rollout of its
electric fleet with delivery of its tenth electric forklift truck.
Chadwicks hosts its second annual Chadwicks
Appreciation and Recognition Awards (CARAs)
In January, the Chadwicks Appreciation and Recognition
Awards were held to celebrate and thank colleagues from
across the business for their hard work and commitment.
The awards took place at a lively ceremony in the Mansion
House in Dublin, with 13 awards given out to celebrate
colleagues, branches, and departments from across the
Chadwicks Group business.
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Grafton Group plc

120 Woodie’s colleagues graduate from
Seeds for Success programme
Delivered in conjunction with Retail Ireland Skillnet, Woodie’s
Seeds for Success programme is an accredited on-the-job
development programme that supports colleagues upskilling
in key areas of modern retailing. Since 2015, more than 850
Woodie’s colleagues have undertaken the programme.
Ambitious
More than 100 IKH partners from all over Finland
attend The IKH Merchants’ Days
In November, retailers gathered in Oulu to hear the latest IKH
news and to plan the future together. The event culminated in
an awards ceremony that recognised the achievements of IKH
partners in 2024.
Antti Ollikainen, from Kimmon Kone Oy stores, was named
Retailer of the Year. He summed up the success of the stores:
“When the staff succeeds, it also motivates me, and then we
have done things right. When the work is fun and goal-oriented
at the same time, that’s when we achieve the best results.”
Entrepreneurial and empowering
Salvador Escoda wins prestigious NAN
Architecture Award for its commitment to
sustainability and energy efficiency
Salvador Escoda is honoured with the prestigious 2024 NAN
Architecture and Construction Award in the air conditioning and
ventilation category. The award recognises their commitment
to sustainability and energy efficiency, as showcased in their
innovative MundoClima
®
Multisplit System, Series H1.
Woodie’s Homeware
Following the successful launch of the ‘Home Shop in Shop’
concept in two stores in 2023, Homewares was rolled out in a
further nine stores in 2024 to enhance customers’ experience
within the Home category.
15
Annual Report and Accounts 2024
Corporate
Governance
Sustainability
Statement
Financial
Statements
Supplementary
Information
Strategic
Report

Our strategy
Strategy for progress
Decentralised operating model
• Operating local brands within a
federated structure supported
by a small central team that drives
best practice across markets
• Efficient operating model that
drives cost synergies by leveraging
infrastructure and processes
Group efficiencies
• Lean central team focused on
supporting BU management teams
with growth agenda and strategy
• Access to functional expertise and
best in class processes across
finance, IT, HR, procurement, corporate
development, property, sustainability,
and internal audit
Excellence in service
• Delivering excellent service for our
customers who are primarily SMEs,
small installers and independent
builders
• Differentiated business models with
competitive advantage
• Offering energy-efficient products
and sustainable product solutions
• Investing in our online trading capability
and improving our branch network
• High profile and convenient locations
Strong financial base
• Delivering sustainable long-term
returns for shareholders
• Generating strong cash flow from
operations
• Maintaining a strong balance sheet
• Maintaining a disciplined approach
to allocation of capital
Sustainability
• Commitment to the highest standards
of ethics and integrity
• Respect for our customers and
colleagues
• Sharing best practice and guidance
on ethics, integrity and sustainability
• Supporting our businesses to develop
and deliver sustainability programmes
Market positions
Strengthening our market positions
in existing geographies through
organic development and via
selective acquisitions.
Building leading, defendable
market positions in each sector
where we operate.
Brand building
Developing strong local brands
in each of our market segments.
Building on the unique selling
propositions that enable our
brands to outperform the market.
Geographic expansion
Acquiring new distribution platforms
in fragmented European markets with
structural growth drivers.
Focusing on European markets
with structural long-term growth
drivers such as housing shortage
and the need to improve the existing
housing stock.
Our growth strategy
Foundations of our success
Our objective
To be a leading European Distributor of building materials
and construction related products, with trusted local
brands and market-leading positions in each market
where we operate.
Our focus
Our primary focus is European markets that offer
long term structural growth due to a shortage
of new buildings and improvement needs of the
existing built environment.
16
Grafton Group plc

Our value chain
Creating value
How we create value as a multi-specialist international distributor of building
materials and construction-related products:
Creating value for our customers and suppliers
• Excellent range of products and services
• Extensive regional/national branch networks for leading local brands in each country
• Understanding of customer needs and providing tailored, local solutions
• Strong distribution channels for our suppliers to reach SMEs
Creating value for our shareholders
• Driving organic and inorganic growth
• Prioritising free cash flow generation to create the firepower for reinvestment
• Retaining our investment grade credit rating through the economic cycle
Embedding ESG in our strategy
• Supporting our businesses with data collection, reporting and compliance
• Working with our businesses to manage our climate transition plan
• Minimising risk of negative environment or social impacts in our supply chain
• Long term priority to embed sustainability in Group and BU strategies
• Engaging with our wider stakeholder groups
Creating value for our businesses
• Sharing best practice
• Leveraging synergies where possible
• Access to capital and capital allocation
• Oversight and development
• Supporting with corporate governance and reporting
Customers
Mainly small and medium sized
contractors and installers that
are predominantly active in the
residential repair, maintenance
and improvement and new-
build end-markets.
Suppliers
We connect our customers to
suppliers through our regional
or national branches.
Multi-specialist distributor of building
and construction related products across
multiple European countries.
17
Annual Report and Accounts 2024
Corporate
Governance
Sustainability
Statement
Financial
Statements
Supplementary
Information
Strategic
Report

Financial Results
The Group delivered a resilient performance
for the year, with adjusted operating profit
pre-property profit of £173.5 million (2023:
£204.2 million) despite the challenging
macro-economic backdrop in a number
of our markets.
Continuing strong cash performance and a
healthy balance sheet supported the Group’s
platform acquisition of Salvador Escoda for
€128.0 million, calculated on a cash and debt
free basis (before leases), while also allowing
the return of £154.1 million to shareholders
through share buybacks and dividends.
Strategy
Our strategic objective is to develop and grow
the high performing, high returning and cash
generative businesses in our portfolio and to
create new growth platforms by acquisition
in fragmented sectors in our chosen markets
in Europe.
We focus on adopting best practice and
creating cost synergies by leveraging our
infrastructure, scale and our functional
expertise in our established markets in areas
such as technology, talent management,
finance, procurement, corporate development,
property, and sustainability.
We were very pleased to complete the
acquisition of Salvador Escoda in October
2024. The acquisition is consistent with this
strategy and gives us the opportunity to
develop another strong platform in what is
currently a fragmented European market with
excellent growth drivers and good underlying
fundamentals. The integration of the business
into the Group is progressing well and I would
like to take this opportunity to welcome our
new Salvador Escoda colleagues to Grafton.
Our existing businesses have made significant
progress on a number of key initiatives
throughout the year to drive efficiency and
provide a high level of customer service.
Dear Shareholder,
2024 was a year of further macro-economic and market challenges
for many of our businesses. Our resilient performance in the face of
these challenges was made possible by the exceptional commitment
of the management teams and colleagues in the branches, stores,
distribution centres and offices across our Group. I thank them sincerely
on behalf of the Board for their ongoing support and commitment.
Chair’s statement
Developing and
growing our business
18
Grafton Group plc

These included key systems upgrades, new
store openings in the UK, the Netherlands
and Finland and further development of
our digital channels.
It was also encouraging to note that Selco was
listed as 11th ‘Best Big Company To Work For’
in the UK in the ‘Best Companies’ survey and
Woodies was acknowledged with a ranking
of 15th, the highest placed retail business in
Ireland, in the ‘Great Place to Work’ index and
53rd in the ‘Best Workplaces in Europe’.
Sustainability
Sustainability is a central part of the Group
Board agenda and the Board is committed
to delivering sustainable growth for all of
our stakeholders.
Our Sustainability Report for 2024 is integrated
into this Annual Report at pages 55 to 81 and
sets out in further detail our progress and
achievements during the year across the five
priority areas that we have identified to build a
more sustainable future: Planet, Customer and
Product, People, Community and Ethics.
Some of the highlights during the year include:
• We were pleased to receive validation by
the Science Based Targets initiative during
the year for our commitment to reach net-
zero greenhouse gas emissions across the
value chain by 2050 and our associated
near (by end 2030) and long-term targets
(by end 2050). These are very challenging
targets that will require significant effort and
focus across our business. See page 64 for
further information.
• We were also pleased to report a reduction
of 38.6 per cent in absolute market-based
Scope 1 & 2 GHG emissions in 2024 versus
the 2021 base year.
• We have continued to focus on our supplier
due diligence programme during the year
and will work with EcoVadis to support the
risk assessment of suppliers, the rating of
their sustainability programmes and to drive
improvements over time.
• We were very pleased to have increased
the proportion of women in leadership roles
from 13.0 per cent to 15.0 per cent.
Returns to shareholders
The Board is recommending a final dividend
for 2024 of 26.5p per ordinary share in line
with its progressive dividend policy. An interim
dividend of 10.5p per share was paid on
11 October 2024. The total dividend for the
year is 37.0p per share, an increase of 2.8 per
cent on dividends of 36.0p paid for 2023.
Subject to approval by shareholders, the
final dividend will be paid on 15 May 2025 to
shareholders on the Register of Members at
the close of business on 22 April 2025, the
record date.
Consistent with our disciplined approach to
capital allocation, Grafton has completed
five share buyback programmes since
May 2022, returning cash of £371.7 million
to shareholders through share buybacks
completed 9 May 2022 and 31 December
2024. The total returned to shareholders in
share buybacks and dividends in 2024 was
£154.1 million.
Given the strong cash generation of the Group,
a new buyback programme for £30 million is
announced today which will commence on
6 March 2025.
Culture and operating model
Our corporate culture defines who we
are and how we do business. Our culture
is based on strong entrepreneurial local
management teams operating to high
standards of performance with the active
support of a focused Group management
team, disciplined reporting obligations and
a robust governance framework.
We believe that our focus on this model
provides the basis for clear differentiation
against our competitors and for robust
returns to shareholders.
Looking ahead
While trading conditions are expected to
remain challenging into 2025, we expect to
continue to benefit from the diversification of
our operations across five geographies and
our exposure to a broad range of end-markets.
The medium-term fundamentals continue
to remain positive with housing shortages
across all of our geographies and the
natural investment cycle in RMI likely to
become increasingly supportive as we see
improvements in our markets over time.
Conclusion
It has been a privilege to take on the role of
Chair of Grafton in 2024.
Since joining the Board I have been impressed
by the commitment, hard work and resilience
of our colleagues, led by CEO Eric Born and
the management teams across the Group
and I thank them all for their continued
commitment.
Their passion to provide outstanding services
to our customers and the communities they
serve are critical to the future success of
the Group.
I would also like to thank our new and existing
shareholders for your support throughout the
year and I look forward to meeting some of you
at the AGM which will be held at 10.30am on
Thursday 8 May 2025 at the IMI Conference
Centre, Sandyford Road, Dublin 18.
Ian Tyler
Chair
5 March 2025
Total dividend for 2024
37.0p
2023: 36.0p
Returns to shareholders in dividend payments
and share buybacks
£154.1m
2023: £228.3m
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Annual Report and Accounts 2024
Corporate
Governance
Sustainability
Statement
Financial
Statements
Supplementary
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Strategic
Report

Our business model
Our business model
We operate
trusted and leading local brands with strong market
positions, providing excellent product range availability
and high service levels.
How we add value
What drives
our success
Our key strengths
Growing
strong market leading brands
in each of our individual
geographies, organically
and via acquisition.
Leveraging
synergies to create economies
of scale whilst encouraging
the brands to operate
independently within
their local markets.
Applying
best practices across the Group
to drive commercial excellence
and operational efficiencies.
Allocating
capital to continually improve
our businesses.
Providing
excellent customer service and
product availability including
sustainable options.
A customer service orientated
culture and the scale and
breadth of operations to create
a competitive advantage in
local markets.
Strong, capable, highly motivated
and experienced management
teams.
Sound financial metric based
on excellent cash generation,
a strong balance sheet and
the financial resources to fund
ongoing development activity.
A geographically diversified
network of 469 branches and
factories with opportunities for
further growth through acquisition
and organic development.
Ambition
Our ambition to grow while
maintaining a disciplined
approach to capital allocation.
Innovation
Investing in solutions to
continually improve our
offering to our customers.
Sustainability
Operating our business
to address environmental
and social challenges and
opportunities.
Engagement
Building strong and trusting
relationships with our
stakeholders.
Financial strength
A strong financial base to
fund ongoing development
and acquisition activity.
20
Grafton Group plc

Our key strengths Value created for our stakeholders
A portfolio of highly cash
generative and profitable
businesses.
Skills and experience in acquiring
and integrating businesses.
Leading market positions and
brands in each of the countries
where we operate.
We provide
our customers with the benefit of our scale combined
with the local knowledge and focus of each of our
operating businesses.
Group revenue in 2024
£2.28bn
2023: £2.32bn
Net cash (before IFRS 16 leases)
£272.1m
2023: £379.7m
Our shareholders
Delivering shareholder returns
in a responsible and sustainable
way.
Total dividend per share
37.0p
2023: 36.0p
Our customers
Being brilliant for our customers
by providing efficient business
models with competitive
advantage.
Branches and factories across
our operations
469
2023: 373
Our people
Being a great place to work and
supporting our colleagues.
Colleagues at year end
c.10,000
2023: c.9,000
Our suppliers
Working with our suppliers
on responsible sourcing and
product innovation.
Selected EcoVadis to support with
supply chain due diligence.
Our communities
Engaging with our local
communities and supporting
local and national causes.
Total donated by the Group to charities
>£1.2m
2023: >£0.8m
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Annual Report and Accounts 2024
Corporate
Governance
Sustainability
Statement
Financial
Statements
Supplementary
Information
Strategic
Report

Highlights in the period included
the strong performance of our Irish
businesses and completion of the
platform acquisition of Salvador
Escoda, whilst also returning £154.1
million to shareholders through share
buybacks and dividends.
The integration of Salvador Escoda
continues to progress well, extending
our geographic diversification and
exposure to a new growth market,
presenting an attractive opportunity
to build further scale across the
Iberian Peninsula in due course.
Whilst the timing of recovery
in certain geographies remains
uncertain, the medium term outlook
is positive. We will continue to
strengthen our positions in existing
markets and are excited by the
development opportunities ahead.
Chief Executive Officer’s review
Strong portfolio
of businesses
We are pleased to have successfully navigated challenging market
conditions in 2024 to deliver adjusted operating profit slightly ahead
of analysts’ expectations. This resilient performance was supported
by our exposure to different geographies, our diversified customer
base and the active management of gross margin and costs.
Adjusted operating profit margin before
property profit
7.6%
2023: 8.8%
Adjusted return on capital employed
10.3%
2023: 11.9%
22
Grafton Group plc

Business review
Grafton delivered a resilient performance in
2024 despite the impact of price deflation
in Ireland and the UK on product pricing
and the squeeze on operating margin which
arose from operating cost increases despite
mitigating actions to offset these pressures.
Labour cost increases were affected across
our geographies, principally as a result of
substantial national minimum wage increases
or local collective labour agreements. Property
lease costs also continued to rise at above
inflation levels as a result of demand for
industrial units in particular. The benefits of
our geographic diversification and a range
of self-help initiatives to actively manage our
cost base and gross margin resulted in the
Group delivering an adjusted operating profit
slightly ahead of analysts’ expectations.
Continuing strong cash generation and a
healthy balance sheet supported the Group’s
platform acquisition of Salvador Escoda S.A.U.
(“Salvador Escoda”) for €128.0 million calculated
on a cash and debt free basis (before leases) in
the growing and fragmented Spanish market.
This was achieved whilst also returning £154.1
million of cash to shareholders through share
buybacks and dividends.
Though most markets remained challenging,
overall trading conditions did improve slightly
in the final quarter of 2024 compared with
the same period last year, with the Group
returning to average daily like-for-like sales
growth in this period. We were pleased with
the performance of our Ireland Distribution
and Retailing businesses, both of which
achieved strong volume increases in 2024
supported by a pick-up in activity in the
second half of the year. Chadwicks delivered
higher trading profitability in the year largely
due to higher sales and gross margin growth
in a construction market that was broadly
flat. This improvement was delivered despite
housing completions in the year being lower
than 2023 and with Repair, Maintenance
and Improvement (“RMI”) demand remaining
subdued. Woodie’s delivered a strong
performance in the year, supported by the
growth of the Irish economy and its market-
leading customer proposition.
Our UK Distribution business saw a continuing
decline in profitability as RMI demand and
consumer confidence remained at historically
low levels. Relative to easier comparators
in the second half of last year, the decline in
volumes continued to moderate approaching
year end, whilst the negative effects of
product price deflation also reduced as the
year progressed. Conversely, pass-through
of inflationary cost pressure on overheads,
particularly labour and property related costs,
was difficult in what remains a competitive,
value-focused market at this point in the cycle.
In the Netherlands, trading profitability
declined in the year due to a decline in sales,
as the RMI market remained weak, and higher
overheads, primarily driven by collective wage
agreements. Our Finland Distribution business,
IKH, reported a decline in trading profitability
due to challenging market conditions and a
contracting Finnish economy.
On 30 October 2024, Grafton acquired
Salvador Escoda which provides the Group
with a new platform further extending our
geographical diversification and providing
exposure to a new growth market. Salvador
Escoda is one of Spain’s leading distributors
of heating, ventilation, air conditioning, water
and renewable products serving professional
installers across the residential, commercial
and industrial sectors. Salvador Escoda is a
high-quality business with a strong market
position and an experienced management
team. The business is differentiated by its
extensive own-brand offering and provides
an excellent base for further development,
both organically and inorganically, into the
attractive and fragmented Iberian market.
Integration of the business into the Group
is progressing well.
In our manufacturing segment, CPI EuroMix
delivered a resilient performance with active
cost management partially offsetting UK
housing market volume declines. StairBox,
while negatively impacted by the weak
RMI market in the UK, delivered improved
profitability largely due to good margin
management and the positive impact
of its Wooden Windows acquisition.
The Group’s overall gross margin was
broadly maintained against the backdrop
of a competitive market environment whilst
the increase in overheads in the like-for-
like business was contained following the
implementation of active cost management
measures across the Group. Cost reduction
actions continued across our businesses,
including headcount reductions primarily
in UK and Finland Distribution, as the
market recovery has not materialised
as initially expected.
Our proven operating model of a lean central
management team supports the strategic
development of the businesses and continues
to develop our pipeline of investment and
acquisition opportunities. The team drives
best practice and leverages economies of
scale as appropriate across the businesses,
whilst keeping firm control of costs. These
Group functions are actively supporting
the integration of Salvador Escoda and
connecting our new colleagues with other
businesses across the Group to identify
additional opportunities for synergies.
We were pleased with the
performance of our Ireland
Distribution and Retailing businesses,
both of which achieved strong
volume increases in 2024.”
23
Annual Report and Accounts 2024
Corporate
Governance
Sustainability
Statement
Financial
Statements
Supplementary
Information
Strategic
Report

Our balance sheet remains strong, supported
by robust cash generation by our businesses
in the year, which benefitted from a further
year on year reduction in net working capital.
We continue to actively pursue opportunities
for bolt-on investments to further strengthen
our market positions in existing geographies
whilst continuing to explore opportunities for
further platform acquisitions.
Dividends
The Board is recommending a final dividend
for 2024 of 26.5p (2023: 26.0p) per ordinary
share in line with its progressive dividend
policy. An interim dividend of 10.5p (2023:
10.0p) per share was paid on 11 October
2024. The total dividend for the year is 37.0p
per share, an increase of 2.8 per cent on
dividends of 36.0p paid for 2023.
The total dividend for 2024 of 37.0p is 1.9
times (2023: 2.2 times) covered by adjusted
earnings per share of 71.8p (2023: 77.9p)
and is slightly below the lower end of the
Board’s medium-term dividend cover policy of
between two-times and three-times adjusted
earnings. Given the Group’s strong balance
sheet and cash flow and recognising the
Board’s confidence in the medium and long-
term growth prospects for the Group, it was
deemed appropriate to incur a slightly lower
dividend cover ratio in the current year.
The Group’s cash outflow on dividends paid
during the year was £73.2 million (2023: £72.6
million). A liability for the final dividend has
not been recognised at 31 December 2024 as
there was no payment obligation at that date.
The final dividend will be paid on 15 May 2025
to shareholders on the Register of Members
at the close of business on 22 April 2025, the
record date. The ex-dividend date is 17 April
2025. The final dividend is subject to approval
by shareholders at the Annual General
Meeting to be held on 8 May 2025.
Share buybacks
Consistent with its disciplined approach to
capital allocation, Grafton has completed
five share buyback programmes since
May 2022 supported by its strong financial
position. In total, cash of £371.7 million
has been returned to shareholders through
share buybacks completed between 9 May
2022 and 31 December 2024 reflecting the
repurchase of 43.08 million ordinary shares
at an average price of £8.63 per share. The
number of shares bought back by the end
of the year amounted to 17.9 per cent of the
shares in issue when the first share buyback
programme commenced on 9 May 2022.
The fourth share buyback programme,
which launched on 31 August 2023, was
extended to 31 May 2024 and the maximum
aggregate consideration increased from
£50 million to £100 million. This programme
completed on 30 April 2024 and involved the
repurchase of 11.1 million ordinary shares. A
fifth programme was launched on 29 August
2024 for an aggregate consideration of up
to £30 million. The Group had purchased
£28.39 million of ordinary shares by the close
of business on 31 December 2024. The fifth
programme completed shortly after year end
on 8 January 2025.
Given the strong cash generation of the Group
and free cash flow exceeding expectations
in 2024, a new buyback programme for
£30 million is announced today which will
commence on 6 March 2025. By funding the
return of capital to shareholders through free
cash flow generation in 2024, the Group has
maintained its capacity to support future
development activities.
Progress on sustainability
Today we are publishing our sustainability
progress and performance statement for
2024. This covers the five areas of our
strategy: Planet, Customer and Product,
People and Community and Ethics.
The sustainability legislative landscape
is evolving at pace and a number of
sessions have been held with the Board
and the Executive Sustainability Committee
throughout the course of the year to ensure
that they are aware of the requirements
and are satisfied with our strategy, process
and progress.
On climate change, we have committed to
reach net-zero greenhouse gas emissions
across the value chain by 2050 at the latest
and we were pleased to have received
validation by the Science Based Targets
initiative (“SBTi”) for this and our associated
near (by end 2030) and long-term targets
(by end 2050), the detail of which can be found
on page 64. In setting these targets,
the Group has modelled the transition required
to achieve the 2030 targets through business
efficiencies, renewable energy and alternative
fuels to reduce Scope 1 and 2 emissions and
extensive engagement through the supply
chain to reduce Scope 3 emissions. Scope 3
emissions account for over 98 per cent
of the Group’s greenhouse gas emissions
and positive and proactive engagement
with our supply chain is central to
achieving these targets.
On supplier due diligence, we have selected
EcoVadis to support us in the risk assessment
of suppliers, the rating of their sustainability
programmes and to drive improvements over
time. In the second half of 2024 we prepared
for the transition to this provider and have
started the training sessions with commercial
teams across the Group in January 2025.
Chief Executive Officer’s review continued
24
Grafton Group plc

On People, the Executive Sustainability
Committee has established a new Wellness
at Work Policy building on all the good work
taking place across the Group to ensure
colleagues’ health and wellness is integrated
into daily work.
We were also pleased to demonstrate the
following progress over the year*:
• 38.6% reduction in absolute market-based
Greenhouse Gas emissions in 2024 vs the
2021 base year for scope 1 and 2 and a
13.7% reduction in Scope 3 Greenhouse
Gas emissions in 2023 vs the 2021 base
year** reflecting emission reduction
initiatives as well as market related
decline in activity levels
• 99.3% diversion of operational waste
from landfill
• Increase in the number of women in
leadership roles from 13.0% in 2023 to
15.0% in 2024. This progress highlights
the actions we have taken to ensure we
access a broader and more diverse talent
pool through the recruitment process as
well as initiatives to tailor our benefits
packages to attract and retain more
women in leadership roles.
• Over £1.2 million donated to charities
and good causes through cash, in kind or
volunteering which equates to 0.71 per
cent of our adjusted operating profit
before property profit for the year
* Data points exclude Salvador Escoda.
** Our latest Scope 3 data is for 2023.
Outlook
Positive trading conditions are expected to
continue in Ireland and Spain, however, in our
other geographies, markets are anticipated to
remain challenging in 2025. While inflation is
expected to continue to moderate and interest
rate cuts to follow, significant levels of macro-
economic and political uncertainty remain
across the global economy. It is not yet known
what impact the new US administration will
have on trade with potential scope for
new tariffs.
We remain cautious on the timing of a broader
recovery in the near term with increased
global uncertainties and consistent with our
prior commentary, we are not anticipating
a significant increase in volumes this year.
While product deflation has largely subsided,
growth in product pricing is expected to
be very modest and likely lower than the
general level of cost inflation experienced
by the business, most notably labour costs.
Manufacturers remain reluctant to push
significant price increases to the market
in advance of volume recovery.
Our experienced management teams will
continue to actively manage both gross
margin and the cost base appropriate to this
period of the cycle. With our strong market
positions and market leading brands, the
Group is well positioned to grow revenue
as volumes increase in line with a general
recovery in our markets.
The Irish economy is expected to grow
in 2025 on the back of momentum from
the second half of 2024 supported by
real income growth and strong consumer
spending and job creation. The outlook for
growth in the construction market in Ireland
remains positive. Housing completions are
expected to increase in 2025 after a significant
number of recorded commencements in
2024. RMI demand is expected to improve
supported by greater cost certainty as
inflation continues to stabilise, interest rates
decline and as household finances improve.
In the UK, we remain cautious on the near-
term outlook for a recovery in RMI demand
as consumer confidence remains weak due
to economic uncertainty and forecasts for
growth weaken. The recovery in housebuilding
in the UK is expected to be slow with any
meaningful acceleration of output expected
to be very gradual and reliant on supply-side
improvements from the Government.
In the Netherlands, the outlook for
construction in 2025 is improving as the
first signs of recovery are visible however
recovery is likely to be gradual as the pipeline
of large construction projects will come on
stream over the next couple of years.
In Finland, there are increasing signs that the
bottom of the construction cycle has been
reached. The Finnish economy is expected to
return to modest growth in 2025 as it slowly
emerges from recession and as consumer and
business confidence improves.
The Spanish economy, which was the fastest
growing economy in the Eurozone in 2024,
is expected to continue to grow in 2025.
The outlook for construction growth in Spain
remains positive supported by population
growth and a general housing shortage.
Notwithstanding the potential macro-
economic challenges in 2025, the medium-
term fundamentals continue to remain
positive. Housing shortages across all of
our geographies and the natural investment
cycle in RMI is likely to become increasingly
supportive as the over-investment made by
consumers in 2020 and 2021 starts to require
further upgrading.
Group average daily like-for-like revenue in the
period from 1 January 2025 to 28 February
2025 was 0.1 per cent behind the same period
last year. Unfavourable weather conditions
had a negative impact on trading in the
early part of the year as our businesses in
Ireland and the UK were disrupted by Storm
Éowyn while in Finland mild winter conditions
reduced sales of seasonal products. Trading
activity did recover in February however as
weather patterns in Ireland and UK improved.
Woodie’s had a good start to the year as
consumer spending in Ireland remains
resilient. Our business in the Netherlands
performed strongly supported by strong
demand from key accounts and access
control related project sales in addition to
favourable timing of holidays.
Average Daily Like-for-Like Revenue
Change in Constant Currency
Q4 2024
1 Jan 2025 –
28 Feb 2025
Distribution
Ireland +5.0% +0.3%
UK (2.9%) (4.1%)
Netherlands (2.3%) +5.0%
Finland (2.5%) (2.8%)
Retailing +5.3% +4.0%
Manufacturing +2.3% +3.3%
Total Group +0.5% (0.1%)
Grafton demonstrated the strength of its
portfolio of businesses with a high rate of
conversion of profit into cash in 2024. This has
been achieved while the Group continued to
upgrade and improve its branch network, open
new locations and invest in IT infrastructure
to enhance customers’ experience. The Group
ends the year in a strong financial position,
with a healthy balance sheet, and remains
well positioned to continue to invest in organic
and inorganic opportunities to support future
growth and development. Whilst uncertainties
remain in the short term, we are confident
that Grafton is exceptionally well positioned to
benefit as conditions improve.
Eric Born
Chief Executive Officer
5 March 2025
The integration of Salvador Escoda
continues to progress well, extending
our geographic diversification and
exposure to a new growth market.”
25
Annual Report and Accounts 2024
Corporate
Governance
Sustainability
Statement
Financial
Statements
Supplementary
Information
Strategic
Report

2024
2023
2022
2021
2020
£1.68bn
£2.11bn
£2.30bn
£2.32bn
£2.28bn
2024
2023
2022
2021
2020
10.2%
12.9%
11.3%
8.8%
7.6%
2024
2023
2022
2021
2020
10.2
13.6
12.4
8.9
7.8
2024
2023
2022
2021
2020
11.9%
19.4%
17.2%
11.9%
10.3%
Key performance indicators
Financial KPIs
Revenue
Group revenue for the year is a measure
of overallgrowth.
Our Progress in 2024
Revenue decreased by 1.6 per cent to £2.28 billion
but remained flat in constant currency.
Risks
• Macro-economic conditions
• Competition
£2.28bn
Adjusted operating profit margin
before property profit
Adjusted operating profit before property profit
as a percentage of revenue provides a good
measure of performance.
Our Progress in 2024
The term ‘adjusted’ means before amortisation
ofintangible assets arising on acquisitions,
exceptional items and acquisition related items.
The adjusted operating profit margin before property
profit is down 120 bps to 7.6 per cent.
Risks
• Macro-economic conditions
• Competition
7.6%
Adjusted operating profit margin
Adjusted operating profit as a percentage of revenue.
Our Progress in 2024
The adjusted operating profit margin is down
110 bps to 7.8 per cent from 8.9 per cent in 2023.
Risks
• Macro-economic conditions
• Competition
7.8%
Adjusted return on capital
employed (ROCE)
A measure of the Group’s profitability and the
efficiency of its capital employed. Adjusted operating
profit is divided by average capital employed (where
capital employed is the sum of total equity and debt/
(cash) at each period end) times 100.
Our Progress in 2024
ROCE decreased by 160 bps primarily due
to a decline in the adjusted operating profit.
Risks
• Macro-economic conditions
• Competition
10.3%
The key performance indicators (KPIs) below are used to track
performance and increase value for shareholders.
26
Grafton Group plc

2024
2023
2022
2021
2020
£170.6m
£288.0m
£285.9m
£205.5m
£177.5m
2024
2023
2022
2021
2020
£247.6m
£180.9m
£163.3m
£203.0m
£178.2m
2024
2023
2022
2021
2020
£181.9m
£588.0m
£458.2m
£379.7m
£272.1m
2024
2023
2022
2021
2020
50.3p
93.0p
96.6p
77.9p
71.8p
Adjusted operating profit
Profit before intangible asset amortisation on
acquisitions, exceptional items, acquisition related
items, net finance expense and income taxexpense.
Our Progress in 2024
Adjusted operating profit, including property profit,
decreased by13.6 per cent to £177.5 million.
Risks
• Macro-economic conditions
• Competition
£177.5m
Free cash flow
Cash generated from operations less replacement
capital expenditure (net of disposal proceeds),
less interest paid (net), income taxes and payment
of lease liabilities. Free cash flow provides a
goodmeasure ofthe cash generating capacity
of the Group’s businesses.
Our Progress in 2024
Retained strong free cash flow of £178.2 million
which represents a 100 per cent conversion of cash of
adjusted operating profit. A decrease of £24.8 million
from the free cash flow position at the end of 2023.
Risks
• Macro-economic conditions
• Competition
£178.2m
Net cash – before IFRS 16 leases
Total cash and cash equivalents, plus fixed term
cash deposits, less interest-bearingloans and
borrowings and derivative financialinstruments
but before lease liabilities.
Our Progress in 2024
Retained a strong cash position with net cash,
before lease liabilities, of £272.1 million, a decrease
of £107.7 million from net cash of £379.7 million at
the end of 2023. The movement in the year relates
primarily to the share buyback programmes and
acquisition of Salvador Escoda.
Risks
• Macro-economic conditions
• Competition
• Acquisition & integration
£272.1m
Adjusted earnings per share
A measure of underlying profitability of the Group.
Adjusted profit after tax is divided by the weighted
average number of Grafton Shares in issue,
excludingtreasury shares.
Our Progress in 2024
Adjusted earnings per share was down 7.8 per cent
on prior year as a result of a decline in the adjusted
profit after tax but benefitted from the impact of the
share buyback.
Risks
• Macro-economic conditions
• Competition
71.8p
27
Annual Report and Accounts 2024
Corporate
Governance
Sustainability
Statement
Financial
Statements
Supplementary
Information
Strategic
Report

2024
2023
13.0
15.0
2024
2023
2022
2021
1.00
0.92
0.86
0.87
Key performance indicators continued
Non-financial KPIs
The non-financial key performance indicators (‘KPIs’) below are used
to measure our commitment to responsible business practices.
Our aim
We believe nothing we do is so
urgent that we cannot do it safely.
This belief is fundamental
across all our operations to ensure
our colleagues, customers and
everyone we work with returns
home safe and well at
the end of each day.
Our progress in 2024
Activities and initiatives varied across our businesses and sectors according
to local requirements but the key health and safety priorities remain centred
on keeping pedestrians safe from moving vehicles, safe handling and storage
of products, including safe working at height, and ensuring safe customer
deliveries on site. Maintaining the engagement and involvement of all
colleagues with these key priorities has been imperative to continue keeping
people safe.
In 2024, the Group Lost Time Injury Severity Rate (LTISR) reduced by a further
six per cent while the LTIFR has increased by one per cent. During the period
2021 to 2024, the LTISR has reduced by 35 per cent and the LTIFR has reduced
by 13 per cent.
Lost time injury frequency rate (LTIFR)
0.87
Health and Safety – Keeping people safe
2024
2023
2022
2021
0 10000 20000 30000 40000 50000 60000
53,901
44,145
37,935
33,092
Environmental – Reducing our greenhouse gas emissions
Our aim
Our aim is to run our businesses
in an environmentally responsible
manner.
We aim to protect natural resources,
minimise waste and reduce our
greenhouse gas emissions.
Our progress in 2024
We gained validation of our Science Based Targets initiative GHG emissions
reduction targets (see further detail on page 64). Since the 2021 base year
we have reduced scope 1 and 2 emissions by 38.6 per cent in absolute terms
using the market-based calculation methodology. These reductions have been
achieved through market level decline in activity levels as well as the purchase
of renewable electricity, uptake of alternative fuels across our commercial
fleet, a switch to electric vehicles, installation of solar PV and various energy
efficiency initiatives.
We have also calculated our Scope 3 emissions for 2023 which show
a 13.7 per cent reduction against the 2021 base year.
Reduction in market-based Scope 1 & 2 GHG
emissions (tCO
2
e) since 2021
38.6%
Customer and Product
Our aim
Our aim is to collaborate with our
suppliers to secure the consistent
supply of products for our
customers and to ensure that the
principles of our sourcing standards
are met. We are also focused on
providing responsibly sourced and
more sustainable options to our
customers and increasing circular
economy opportunities.
Our progress in 2024
In 2024 we selected EcoVadis to support us in the risk assessment of
suppliers, the rating of their sustainability programmes and to drive
improvements over time. In the second half of 2024 we prepared for the
transition to this provider and have started the training sessions with
commercial teams across the Group in January 2025.
We have continued to improve the traceability of priority raw materials and
started to prepare for the upcoming deforestation legislation in the EU.
Our business units continue to investigate circular business models looking
at rental, repair and refurbishment.
Managing our supply chain and providing
our customers with responsibly sourced
and high quality products
Diversity and inclusion – Being a welcoming, inclusive place to work
Our aim
Being a diverse, inclusive and
socially conscious business is
critical to our future success.
Our aim is to ensure that all of
our people, regardless of gender,
ethnicity, age, disability, religion,
socio-economic background or
sexual orientation, can reach their
full potential and be valued for
being themselves.
Our progress in 2024
We have made good progress in increasing the proportion of women
in designated leadership roles (comprising the GMT and their direct
reports, business leaders and their executive committees and regional
and branch managers). The number of females in this group increased
from 13.0 per cent in 2023 to 15.0 per cent, exceeding the 14 per cent
target set for 2024. Despite operating in a traditionally male-dominated
industry, several businesses have made notable progress in enhancing
female representation within this target group. This progress highlights
our commitment to an inclusive workplace through diverse recruitment,
expanded benefits for work-life balance, and active colleague
participation in diversity initiatives.
Females in leadership roles
15.0%
28
Grafton Group plc

Operating review
Distribution segment
2024
£’m
2023
£’m Change
Revenue 1,912.6 1,940.4 (1.4%)
Adjusted operating profit before property profit 129.6 155.8 (16.8%)
Adjusted operating profit margin before property profit 6.8% 8.0% (120bps)
* Change represents the movement between 2024 v 2023 and is based on unrounded numbers.
Proportion of Group revenue
83.8%
2023: 83.7%
Proportion of Group adjusted
operating profit
75.3%
2023: 76.4%
Brands
The Distribution businesses in
Ireland, the UK, the Netherlands,
Finland and Spain contributed
83.8 per cent of Group revenue
(2023: 83.7 per cent), Retailing
11.4 per cent (2023: 11.1 per cent)
and Manufacturing 4.8 per cent
(2023: 5.2 per cent).
Businesses in Ireland contributed
39.5 per cent (2023: 38.7 per
cent) of Group revenue, UK 38.6
per cent (2023: 40.1 per cent),
the Netherlands 14.8 per cent
(2023: 15.2 per cent), Finland 5.8
per cent (2023: 6.0 per cent) and
Spain 1.3 per cent (2023: N/A).
29
Annual Report and Accounts 2024
Corporate
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Sustainability
Statement
Financial
Statements
Supplementary
Information
Strategic
Report

2024
£’m
2023
£’m Change*
Constant
Currency
Change*
Revenue 632.8 631.0 0.3% 3.0%
Adjusted operating profit before property profit 61.5 60.9 1.0% 3.6%
Adjusted operating profit margin before property profit 9.7% 9.7% – –
* Change represents the movement between 2024 v 2023 and is based on unrounded numbers.
Ireland distribution
Proportion of Group revenue
27.7%
2023: 27.2%
Proportion of Group adjusted
operating profit
35.4%
2023: 30.0%
Our Ireland Distribution business, Chadwicks, delivered a positive trading performance in the year with overall average
daily like-for-like revenue up 1.6 per cent and volumes up 4.6 per cent supported by its excellent market position and
strong offering. Following modest growth of 0.5 per cent in average daily like-for-like revenue in the first half of the
year, where trading was impacted by wet weather, growth accelerated to 2.8 per cent in the second half of the year.
Overall construction market growth in Ireland
in 2024 was broadly flat due to challenges
around skills shortages, financing and planning.
Infrastructure spend declined in the year with
many projects related to road, rail or water
infrastructure being postponed or delayed.
RMI demand remained subdued due to a lack
of confidence about final costs of projects, a
shortage of tradespeople and over-investment
during the pandemic period. Momentum in the
market however picked up in the final quarter of
the year helped by unseasonably mild weather
and an uptick in RMI activity.
Despite concerted efforts by the Government
to support new residential housing, overall
housing completions of 30,330 units in
2024 declined by 6.7 per cent in comparison
to 2023. The mix of new housing units
has changed with a lower percentage of
apartments being built due to difficulties
obtaining planning permission for large scale
developments and the decline in investment
in ‘build-to-rent’ schemes. The proportion of
social and affordable housing supported by
government funding and new developments
from the large-scale homebuilders aimed at
the ‘first time buyer’ market has increased.
Smaller scale developments and medium to
large sized home schemes, which present
a more favourable customer dynamic to
Chadwicks, have continued to decline as a
share of the overall housing market in Ireland.
The business reported materials price
deflation of 3.0 per cent in 2024 as the
deflationary pressures in timber and steel
moderated over the course of the year.
Moderation of price deflation, particularly in
steel, together with active price management
Brands
Operating review continued
30
Grafton Group plc

initiatives and sell through of aged inventory
supported strong gross margin growth of
140 basis points in the year.
Though overheads increased in the year as
upward pressure on labour costs persisted,
management continued to tightly control
discretionary costs.
Adjusted operating profit before property
profit increased to £61.5 million (2023: £60.9
million) and adjusted operating profit margin
before property profit was in line with prior
year at 9.7 per cent.
The overall outlook for growth remains positive
for construction in Ireland given the chronic
shortage of housing and political imperative to
increase housing supply. The new Government
has committed to delivering 300,000 new
homes by 2030 including an average of
12,000 new social homes per annum over
the lifetime of the government. The pipeline
for infrastructure projects remains strong
given historic under-investment and a rising
population. RMI activity is expected to increase
in 2025, particularly in the second half, due
to falling interest rates and a more stable
inflationary environment. Chadwicks remains
well positioned to leverage its strong brand
and market leadership position to capitalise on
growth opportunities in the coming years.
Significant progress was made on several
initiatives across the business in 2024, including:
• The bulk distribution centre in East Wall
Road in Dublin completed its first full
year in operation. Significant volumes
were processed from our large customer
accounts on certain bulk volume lines
improving efficiency, reducing emissions
and freeing up capacity in several
Chadwicks branches to allow them
to focus on local trade customers.
• Implementation of a Warehouse
Management System for our central
plumbing distribution warehouse to
optimise the operations of fulfilment,
shipping and receiving tasks in the
distribution centre and improve product
availability and accuracy, optimise pick-up
efficiency and accelerate goods in-take
across our branch network.
• Streamlining of customers’ journey in-store
by replacing all printers in the branches,
taking significant steps to optimise printed
documentation for customers and related
wastage/energy consumption.
• Commenced multi-year programme to
upgrade the ERP solution and migrated
recent acquisitions (Sitetech and Rooneys)
onto Chadwick’s core IT ecosystem.
• Successful integration of the Rooneys
business completed with significant
investments made to improve the health
& safety and efficiency of the yard and
warehouse operations.
• Strong growth of cross-selling of specialist
products from Proline and Sitetech
via the Chadwicks’ branch network,
unlocking further synergies from these
bolt-on acquisitions.
• Continued refurbishment programme of
the branch network with the completion
of extensive upgrades of the Chadwicks
branches in Wexford and Midleton and the
Panelling Centre branch in Walkinstown.
• Chadwicks launched the ‘How’s the
Head’ campaign to support the charity
‘Aware’ to raise awareness and encourage
tradespeople to talk more openly about
mental health issues and continued to
support its partnership with the Irish
Wheelchair Association.
31
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Sustainability
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Financial
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Supplementary
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Strategic
Report

Average daily like-for-like revenue in the UK Distribution business was down 5.9 per cent in the year due to
continued weak demand in the RMI market together with the effects of price deflation. The rate of decline of
average daily like-for-like revenue moderated from 7.7 per cent in the first half to 3.9 per cent in the second
half, in part driven by easier comparatives. Price deflation continued to moderate over the course of the year.
Total revenue was 4.6 per cent lower than 2023 with prior year acquisitions in Northern Ireland and new branches
opened in Selco and Leyland SDM contributing revenue of £4.8 million in the year.
The RMI market in the UK continued to decline
in 2024 as consumer confidence remained
at historically low levels and higher interest
rates impacted consumers’ ability to finance
home improvement projects. This impact was
more pronounced in the Greater London area
where consumers’ discretionary spending was
disproportionately affected due to the higher
cost of living and larger mortgage repayments.
Furthermore, lower levels of demand across
the wider construction sector, particularly
in new housebuilding, led to the RMI sector
becoming more price competitive.
UK Distribution’s gross margin was down 30
basis points in 2024 which reflected the weak
volume backdrop and competitive market
conditions. Our businesses have continued
to maintain a strong value proposition for our
customers as they favour value for money
over convenience at this point in the cycle.
Overheads were higher in comparison to
the prior year due to inflationary pressure
across the cost base. Despite significant cost
pressures on labour and property related
costs, like-for-like operating expense increases
have been contained to 2.0 per cent through
rigorous cost management across all of
our businesses.
Adjusted operating profit before property
profit declined to £32.4 million (2023: £47.3
million) and the adjusted operating profit
margin before property profit was 160 basis
points lower at 4.2 per cent largely reflecting
the decline in like-for-like revenue and impact
of lower volumes on the operating leverage
of the business.
The long-awaited recovery in the UK
market is likely to be modest in 2025 and we
are not anticipating a significant pick-up in
volumes given insipid economic growth
in the wider economy. While interest rate
cuts and moderation of inflation are likely to
continue, consumer confidence continues to
be weighed down by economic uncertainty
and concerns about government debt and
borrowing costs. Higher National Insurance
costs imposed on businesses is expected to
limit investment in new employment across
the UK economy in the short term until a
wider recovery materialises. The increase in
National Insurance is expected to increase
labour costs in the Group by £3.5 million
on an annualised basis.
Notwithstanding the potential macro-
economic challenges this year, the medium-
term fundamentals continue to remain
positive in the UK with strong government
support to increase housing supply given
population growth and a supply deficit.
Household savings increased and wage
growth outpaced inflation throughout 2024
which should support future investment in
home improvement projects as consumer
confidence improves.
Frank Elkins, who was appointed as the new
CEO of Selco and GB Distribution in August
2024, is driving business improvements
across each of our businesses. Frank has
extensive experience in the UK building
materials distribution sector, most recently
being the Group Chief Operating Officer of
Travis Perkins plc.
Selco, which trades from 75 branches,
including 32 in London, is the UK’s leading
Cash and Carry trade only builders’ merchant.
Selco focuses almost exclusively on the RMI
segment of the construction market.
UK distribution
Operating review continued
Proportion of Group revenue
34.2%
2023: 35.3%
Proportion of Group adjusted operating profit
19.8%
2023: 23.2%
Brands
2024
£’m
2023
£’m Change*
Revenue 780.8 818.1 (4.6%)
Adjusted operating profit before property profit 32.4 47.3 (31.3%)
Adjusted operating profit margin before property profit 4.2% 5.8% (160bps)
* Change represents the movement between 2024 v 2023 and is based on unrounded numbers.
32
Grafton Group plc

While average daily like-for-like revenue
declined by 4.9 per cent in the year, the rate of
decline reduced from 7.7 per cent in the first
half to 1.9 per cent in the second half. Price
deflation has continued to moderate with
deflation of 1.0 per cent in the second half
and notably timber prices trended positive in
December 2024 for the first time since April
2023. Volumes were negatively impacted by
lower demand with customers proportionately
taking on smaller jobs in the weaker market.
Selco invested in pricing on key products to
remain competitive in the market, which was
partially offset by targeted price increases
elsewhere, contributing to a decline in gross
margin in the year.
Overheads continue to be very tightly
controlled in response to the weaker trading
environment with headcount 12.3 per cent
lower (c. 350 employees) at the end of the
year in comparison to the start of 2023.
Adjusted operating profit before property profit
declined in the year, largely due to lower sales
and gross margin, reflecting the challenging
market conditions.
The current Selco estate consists of 75
branches and subject to finding suitable
properties in priority locations, an estate
of approximately 90 branches is a realistic
objective. With the medium to longer-term
fundamentals of the RMI market remaining
positive, and with its high operating leverage,
Selco is well positioned with its compelling
customer proposition and branch network to
deliver value for customers and enhance gross
margin when the market recovers.
Selco continued to make progress on several
initiatives in the year, including:
• A successful major upgrade to the latest
version of a new operations ERP system
across its business.
• As part of its programme of continuous
improvement and maintaining a high-
quality experience for its customers, Selco
completed mini upgrades to five branches
in 2024.
• Completed the implementation of a
new demand planning solution which
has improved availability and supported
a reduction in inventory of £8.6 million
in 2024.
• The ‘Selco Forest’ initiative has continued
into 2024 with the latest forest to be
developed covering 21 hectares and
featuring more than 54,000 trees.
• Completed a project to add solar panels
to all freehold branches.
• Named 11th ‘Best Big Company To Work
For’ in the UK in the ‘Best Companies’
survey.
In our MacBlair business in Northern Ireland,
average daily like-for-like revenue declined
by 7.9 per cent in the year. Though the RMI
segment remains very weak, the housing
market showed signs of improvement with
completions ahead of 2023 largely due to an
increase in student accommodation units.
Competition in the market has been intense
as competitors seek to maintain market share
with particular focus on pricing in timber and
insulation products. The restoration of the
Northern Ireland Executive will support further
investment in infrastructure over time.
Gross margin strongly improved in the
year through various initiatives to achieve
better commercial terms with suppliers and
improved pricing and stock controls. These
actions, together with disciplined control of
costs, delivered growth in adjusted operating
profit in comparison with 2023.
The acquisition of Clady Timber and B.
McNamee in Portglenone and Strabane, which
were completed in 2023, have strengthened
MacBlair’s position in Northern Ireland and
increased its branch network to 23 branches.
Leyland SDM, one of the best-known
decorating and DIY brands with 35 stores
in the Greater London area, experienced
challenging trading conditions in the
RMI market as consumers cut back on
discretionary spend and delayed large
decorating projects. Average daily like-for-like
revenue declined by 8.7 per cent in the year.
Gross margin improved in the year, despite
lower volumes, largely due to good pricing
controls and negotiation of higher rebates
and support from suppliers. Overheads were
tightly controlled but, as a result of lower
sales, adjusted operating profit was lower
than prior year.
Leyland SDM opened new stores in South
Kensington and Belsize Park in the second half
of the year representing its ninth and tenth
store opening in the last three years. Both
stores performed ahead of initial expectations.
A full refurbishment of the High St. Kensington
store was also completed in 2024 improving
the customer experience with an enhanced
product range and store layout.
Our TG Lynes business in London specialises
in the distribution of commercial pipes and
fittings and, consistent with our other UK
businesses, encountered a difficult trading
landscape as average daily like-for-like
revenue declined by 9.7 per cent in 2024.
The weaker London residential market has
seen demand, from sub-contractors to
national housebuilders, soften and there has
been reduced government spending on public
sector funded upgrades to schools, hospitals
and universities which are important end
customers for TG Lynes. In addition to market
challenges, continued delay of projects in
2024 has negatively impacted volumes.
Competition has intensified with downward
pressure on pricing resulting in lower gross
margin in the business as competitors take
on projects at very low margins. Lower sales
primarily drove an overall decline in adjusted
operating profit in 2024.
33
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Sustainability
Statement
Financial
Statements
Supplementary
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Strategic
Report

Netherlands distribution
Proportion of Group revenue
14.8%
2023: 15.2%
Proportion of Group adjusted
operating profit
14.9%
2023: 16.3%
Brands
2024
£’m
2023
£’m Change*
Constant
Currency
Change*
Revenue 337.6 351.5 (4.0%) (1.3%)
Adjusted operating profit before property profit 26.4 33.4 (21.0%) (18.7%)
Adjusted operating profit margin before property profit 7.8% 9.5% (170bps) –
* Change represents the movement between 2024 v 2023 and is based on unrounded numbers.
Operating review continued
Our business in the Netherlands is the market leader in the distribution of ironmongery, tools and fixings products.
The business has grown to 125 branches via acquisitions and new branch openings since Grafton acquired
Isero in 2015. The branch network has good coverage in the west, central, north and south of the Netherlands,
particularly in large population centres, with room for further expansion in the eastern part of the country.
Average daily like-for-like revenue was down
2.0 per cent in the year with an improved
second half rate of decline of 1.2 per cent
compared to the first half which was down
2.7 per cent. As a result of the weaker RMI
market, branch revenue decreased in almost
all regions across the country in the year.
Strong growth in the sale of access control
products however, especially to government
supported affordable housing developments,
helped partially offset challenges elsewhere.
Market conditions remain challenging in
the Netherlands as planning objections and
bottlenecks in the electricity grid are delaying
the start-up of new projects. In the contracting
market, competitive pressure increased in the
year as competitors competed to maintain
market share. Housing permits and housing
sales continued to recover, in comparison
with prior year, albeit from a low base. In a
constrained market, housing under-supply
continues to support increasing house prices.
Gross margin declined by 40 basis points in
the year due to intense competitive pressure
on trade counter pricing, unfavourable mix as
a result of larger, lower margin construction
project sales and discounted prices to sell-
through aged inventory.
Overheads were higher in comparison to prior
year. This was partially due to new branch
openings, with continued cost pressure due
to wage inflation driven by high collective
labour agreements. These salary increases
are negotiated at an industry level between
employers’ representatives against a backdrop
of a very tight labour market.
Adjusted operating profit declined to £26.4
million (2023: £33.4 million) and adjusted
operating profit margin was 170 basis points
lower at 7.8 per cent largely reflecting the
decline in sales and higher overheads.
The outlook for construction in 2025 and
beyond is improving as the first signs of
recovery are visible with large construction
contractors having a good pipeline of projects
to execute in the coming years. The structural
shortage of housing in the Netherlands
remains acute and an acceleration of
housebuilding will be required in the coming
years to meet demand.
Initiatives in the period in our Netherlands
Distribution businesses included:
• Four new branches were opened in Zwaag,
Drachten, Groningen and Zwolle to expand
the coverage of the business, aligned with
its growth-oriented strategy and focus
on providing excellent service to local
customers. The new branches overall have
performed well since opening.
• The business completed nine branch
refurbishments as part of its continuing
branch refurbishment programme.
• Following the successful installation
of roof mounted solar panels in the
Amsterdam Noord branch, the business’
sustainability journey has continued with
a further 13 electric vehicles added to the
van fleet in the year.
• Online sales grew from 7.8 per cent of
sales in 2023 to 8.8 per cent of sales in
2024, on a like-for-like basis, supported by
continuous investment in its eCommerce
platform and active promotion of online
ordering at branch level.
34
Grafton Group plc

Proportion of Group adjusted
operating profit
5.0%
2023: 6.9%
Finland distribution
Proportion of Group revenue
5.8%
2023: 6.0%
Brands
2024
£’m
2023
£’m Change*
Constant
Currency
Change*
Revenue 131.8 139.8 (5.7%) (3.1%)
Adjusted operating profit before property profit 8.9 14.2 (37.0%) (35.2%)
Adjusted operating profit margin before property profit 6.8% 10.2% (340bps) –
* Change represents the movement between 2024 v 2023 and is based on unrounded numbers.
IKH is a leading distributor of workwear and PPE, tools, spare parts and accessories in Finland. The business,
which has a number two market position in its core tools and PPE segment, distributes its products through a
network of independently operated IKH partner stores, third party distributors and 15 owned-stores. The business
also generates sales in Sweden and Estonia primarily via its network of local partner stores. IKH is focused on
supporting customers operating in the construction, renovation, industrial, agricultural and spares end markets.
Average daily like-for-like revenue was 5.2 per
cent lower compared to prior year as a result
of a further contraction in the construction
sector following a double-digit decline in 2023
and continued weakness in the domestic
economy and export markets. Given soft
demand and intense competition, IKH has
performed well against the broader Finnish
market. The rate of decline moderated in the
second half of the year with average daily
like-for-like revenue 2.6 per cent lower. This
moderation was driven by strong seasonal
sales of winter related products, sell through
of aged inventory and higher sales in the
partner stores in Estonia.
The Finnish economy has slowly emerged
from recession with a return to modest
growth in the third quarter of 2024, albeit
latest economists’ forecasts expect an
overall contraction for the full year.
Gross margin declined by 370 basis
points in comparison to prior year due to
competitive pricing pressure, sell through
of aged inventory at discounted prices and
unfavourable product mix.
Overheads, which were broadly in line with
prior year despite inflationary pressure, were
very tightly controlled. In response to the
weaker trading environment management
undertook a number of cost reduction
measures, reducing headcount and
discretionary expenditure.
Adjusted operating profit declined to £8.9
million (2023: £14.2 million) and adjusted
operating profit margin was 340 basis points
lower at 6.8 per cent largely reflecting the
decline in sales and gross margin.
There is increasing confidence that the bottom
of the construction cycle has been reached,
and the outlook is for a return to modest
economic growth in 2025 as consumer
and business confidence improves. IKH
is well positioned to capitalise on the
recovery given its strong market position
and operating leverage.
Mika Salokangas, who was appointed
Executive Chairman of IKH in 2023, has now
assumed operational responsibility for IKH.
Mika was previously CEO of Ahlsell’s Finnish
operations and is highly experienced in the
technical distribution field.
Initiatives in the year in our Finland
Distribution business included:
• IKH opened its 15th owned store in
Roihupelto, a suburb of Helsinki, in January
2024. As a result, IKH now has four stores
in the Finnish capital region as it continues
to grow its market share in the city.
• IKH continued to invest in its store network
with refurbishment of its owned Pori store
and expansion of its owned Kouvola store
during the year.
• A net working capital optimisation initiative
reduced investment in stock by €12.3
million in the year. This multi-year project,
which initially focused on inventory, will
continue to drive improvements in 2025
including optimising trade receivables and
trade payables in the business.
35
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Supplementary
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Strategic
Report

Spain distribution
Proportion of Group revenue
1.3%
Proportion of Group adjusted operating profit
0.2%
Brands
2024
£’m
Revenue 29.7
Adjusted operating profit before property profit 0.3
Adjusted operating profit margin before property profit 1.1%
* Change represents the movement between 2024 v 2023 and is based on unrounded numbers.
Operating review continued
The Group’s results include two months of trading from Salvador Escoda which was acquired on 30 October
2024. Salvador Escoda is one of Spain’s leading distributors of heating, ventilation, air conditioning, water and
renewable products serving professional installers across the residential, commercial and industrial sectors.
The business, which was founded in 1974 by Mr. Salvador Escoda Forés, creates a new platform further extending
the geographical diversification of the Group and providing exposure to a new growth market. It has grown to
scale, after 50 years of sustainable organic growth, to develop a strong position in the Iberian market.
Salvador Escoda is headquartered in
Barcelona with over 750 employees across all
locations throughout Spain. The business has
grown to offer a broad suite of over 100,000
products principally supplying the professional
installer market with both appliances and
ancillary products, with a particular focus on
the Heating, Ventilation and Air Conditioning
(“HVAC”) market. The business also has
some limited export sales, primarily to service
projects of existing customers in Spain,
to neighbouring countries.
Salvador Escoda is a high-quality business
with a strong market position and an
experienced management team. The business
is differentiated by its extensive own-brand
offering with over 60 per cent of its sales in
2024 from high quality private label brands
such as MundoClima in air conditioning,
Escogas in air conditioning gas and MundoFan
in ventilation. There is an increasing demand
for energy efficient products within the
HVAC sector driven by regulatory mandates
for residential energy upgrades and rising
temperatures across the region.
The business operates from 92 strategically
located branches throughout Spain which are
supported by four distribution centres located
in Barcelona, Madrid, Seville and Valencia. The
geographical footprint of the branch network
extends to most regions of Spain but with a
stronger presence in regions with a warmer
climate such as Catalonia, Valencia, Andalusia
and Madrid.
Over 90 per cent of the product portfolio
consists of technical products required for
installations, therefore, the main customers
of the business are installation companies,
technicians and smaller warehouses that
distribute in the same market. Dedicated
teams leverage sales leads generated by
the sales force across the branch network
and manage tender processes for large
construction contractors and larger projects
across the residential, commercial and
industrial sectors.
Salvador Escoda provides an excellent market
entry point into the attractive and fragmented
Iberian market. The business has historically
grown organically, and Grafton management
is supporting the existing management team
to capitalise on ongoing organic expansion,
and in due course, the execution of inorganic
opportunities.
Spain, which is the fourth largest construction
market in the EU, has a positive macro-
economic environment and outlook. The
underlying demand in the construction market
is expected to be positive in the coming years
with increasing demand for renovation due to
energy efficiency regulations. It is estimated
that more than 80 per cent of buildings in
Spain do not meet new EU energy efficiency
regulations. This is expected to deliver strong
growth across the HVAC segment of the
construction market.
The existing management team, supported
by Mr. Salvador Escoda Forés as Honorary
Chair, has remained with the business. The
integration is progressing well with Grafton
management supporting the Salvador Escoda
team to execute a detailed integration and
growth plan.
Sales and operating profit in the post-
acquisition trading period were impacted
by some disruption related to flooding in
the Valencia region in November and lower
volumes in December which traditionally is
a loss-making month for the business.
As previously disclosed, Salvador Escoda
reported revenue of €231.8 million (unaudited)
and an adjusted operating profit of €17.6
million (unaudited) in 2023 on a post-IFRS 16
(leases) basis. On a comparable basis,
the business reported revenue of €233.1
million (unaudited) and adjusted operating
profit of €15.0 million (unaudited) for
the full year in 2024 with profitability
impacted by an investment in overheads
via additional resources and infrastructure
to drive future growth.
After delivering the strongest economic
growth rate in the Eurozone in 2024, the
Spanish economy is expected to continue to
grow in 2025. The outlook for construction
growth in Spain is positive supported by
population growth and a structural shortage
of housing.
36
Grafton Group plc

Retail segment
2024
£’m
2023
£’m Change*
Constant
Currency
Change*
Revenue 261.1 258.2 1.1% 3.9%
Operating profit before property profit 34.7 32.7 6.0% 8.9%
Operating profit margin before property profit 13.3% 12.7% 60bps –
* Change represents the movement between 2024 v 2023 and is based on unrounded numbers.
Proportion of Group revenue
11.4%
2023: 11.1%
Proportion of Group adjusted operating profit
19.5%
2023: 15.9%
The Woodie’s DIY, Home and Garden business in Ireland delivered a strong trading performance underpinned by
a favourable macro-economic environment. Despite increasing competition, Woodie’s continued to maintain
strong market share across its product categories via its strong customer proposition serviced by a network of 35
stores and growing online presence.
Average daily like-for-like sales were up 3.6 per
cent in the year with stronger growth of 5.8
per cent in the second half in comparison with
growth of 1.4 per cent in the first half of the
year when poor weather impacted demand.
Revenue growth of 3.9 per cent, in constant
currency, in the year was supported by an
increase of 4.0 per cent in the number of
transactions to 8.9 million but was offset by
a marginal decline of 0.1 per cent in average
transaction value. The second half of the year
saw a strong recovery in sales of gardening
and outdoor related products helped by mild
weather. The business had a strong end of
year resulting in the busiest December on
record for Woodie’s as consumer confidence
was boosted by favourable budgetary
measures. Decorative products, homeware
products and gardening were the strongest
performing categories overall in the year.
Gross margin improved by 50 basis points
in 2024 largely due to good management of
rebate and commercial income from suppliers
and control of aged inventory.
Overheads were higher than prior year
reflecting a further increase in the National
Minimum Wage and general inflationary
pressures. Operating costs however were
tightly controlled by focused efforts to
streamline processes and utilise technology
to extract efficiencies in its stores.
Adjusted operating profit increased to £34.7
million (2023: £32.7 million) and adjusted
operating profit margin was 60 basis points
higher at 13.3 per cent as higher sales and
gross margin more than offset significant
cost challenges.
The outlook for 2025 is positive as the Irish
economy is expected to grow strongly on the
back of momentum from the second half of
2024 supported by real income growth and
strong consumer spending and job creation.
Woodie’s made further progress on several
initiatives in the year, including:
• Growing online sales – online revenue
increased by 10.5 per cent in 2024 and
represents 3.8 per cent of total sales.
Growth in 2024 was largely driven by
strong performance in the ‘Click & Collect’
channel leveraging the coverage provided
by the store network across Ireland.
• Completed rollout of the Building
Management System across all the store
network and support office which has
contributed to a reduction in energy costs
and more sustainable energy management.
• Following the successful launch of the
’Home Shop in Shop’ concept in two
stores in 2023, a further nine stores were
rolled out in 2024 to enhance customers’
experience within the home category.
• Woodie’s was ranked 15th, the highest
placed retail business in Ireland, in the
‘Great Place to Work’ index and was ranked
53rd in the ‘Best Workplaces in Europe’
in 2024.
• The business continues to invest in
developing talent as it launched a
‘Shadow Board’ in the year to develop
leadership through training, mentoring
and strategic exposure.
• Stores in Glasnevin and Naas Road in
Dublin and Headford Road in Galway
had solar panels installed in 2024
demonstrating the commitment of the
business to reducing carbon emissions
following a successful trial in the
Sallynoggin store in Dublin.
• The ‘Woodie’s Heroes’ campaign,
which had its ten-year anniversary in
July 2024, continued to raise vital funds
for four Irish charities. The campaign has
raised €4.1 million on a cumulative basis
since inception.
Brands
37
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Report

Manufacturing
segment
2024
£’m
2023
£’m Change*
Constant
Currency
Change*
Revenue 108.6 120.6 (10.0%) (9.8%)
Adjusted operating profit 24.3 30.3 (19.7%) (19.4%)
Adjusted operating profit margin before property profit 22.4% 25.1% (270bps) –
* Change represents the movement between 2024 v 2023 and is based on unrounded numbers.
Proportion of Group revenue
4.8%
2023 5.2%
Proportion of Adjusted
operating profit
13.7%
2023: 14.7%
CPI EuroMix supplies dry mortar to national, regional and local house builders and their sub-contractors in Great
Britain from its ten manufacturing plants. Packaged ready-to-use mortar products, which are largely supplied to the
residential RMI market to be utilised for outdoor applications, accounts for approximately 10.0 per cent of revenue
with bulk products accounting for all remaining revenue.
The business was impacted by the continued
fall in demand, which commenced in the
second half of 2023, in new residential house
building activity. Total volumes for the year
declined by 18.0 per cent, albeit with the pace
of decline reducing significantly from 25.8 per
cent in the first half to 7.0 per cent in the second
half, helped by easier comparators. Some
modest growth was evident in the final two
months of the year as the new housing sector
began to slowly recover. The number of silos
on customers’ sites has continued to decline in
line with volumes reflecting a lack of new site
starts with total silos approximately 5.1 per cent
lower at the end of 2024 in comparison with the
prior year. In contrast to the overall trends in the
market, sales of packaged ready-to-use mortar
products grew by 6.6 per cent in the year largely
due to capture of additional market share.
Gross margin showed just a slight decline
in the year despite the significant drop in
volumes, competitive price pressure and
cost headwinds across labour, raw materials
and fuel costs. The newly integrated ERP
solution, which was fully rolled out across
the business in 2023, has facilitated improved
cost management. Labour and fleet capacity
have been proactively managed with a specific
focus on fleet utilisation whilst also applying
stringent cost control around discretionary
spend. The development of a central laboratory
covering all plants has further supported
product mix optimisation.
Despite inflationary pressure, tight cost
management helped lower overheads in
comparison to prior year mitigating the drop
in adjusted operating profit as a result of lower
volumes relative to 2023.
The recovery in housebuilding in the UK is
expected to be slow and steady, supported
by the Government’s commitment to
increasing housebuilding, with any meaningful
acceleration of growth not expected until the
second half of 2025. The medium-term growth
prospects for the market remain positive
due to the historical undersupply of houses
combined with robust underlying demand
supported by population growth and positive
sentiment around planning reforms.
Brands
Operating review continued
38
Grafton Group plc

CPI EuroMix made progress on several
initiatives in the year including:
• Solar panels now installed at four sites
to help reduce the carbon footprint of
the business.
• Full year of HVO conversion of the fleet at
two sites with a third site added in 2024.
• Building Bridges Network established by
CPI EuroMix which brings together leading
construction industry companies to
champion best practices for equality,
equity, diversity and inclusion in the industry.
The network is focused on common industry
challenges regarding the lack of diversity
and ongoing skills shortages.
StairBox, the market leading manufacturer
of bespoke timber staircases and wooden
windows and doors, continued to experience
a challenging RMI market in the UK which
has adversely impacted volumes. Consumers
in the UK continued to delay or reduce the
scope of discretionary home improvement
projects due to economic uncertainty and
cost of living challenges. Volumes of bespoke
staircases were down 12.3 per cent in the year
with declines moderating to 7.9 per cent in
the second half from 16.0 per cent in the first
half, as the market stabilised. The recovery in
the market in 2025 is expected to be slow as
consumer sentiment remains weak.
Growth in gross margin resulting from good
management of deflationary pricing trends
in raw materials and tight cost control more
than offset lower sales of bespoke timber
staircases to deliver slightly higher adjusted
operating profit in its pre-existing business.
The beneficial impact of the acquisition of TA
Windows in December 2023, which trades as
Wooden Windows, resulted in strong growth in
profitability in the business overall compared
to the prior year.
The integration of the Wooden Windows
business has continued to progress with
the successful relocation of manufacturing
facilities to the StairBox site in Stoke-on-Trent
in November 2024. The combined site is
expected to enable further efficiencies across
both businesses. Wooden Windows also
transitioned onto the same ERP system as
StairBox in the second half of the year.
39
Annual Report and Accounts 2024
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Sustainability
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Financial
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Supplementary
Information
Strategic
Report

Financial review
Financial review
Adjusted operating profit
Adjusted operating profit of £177.5 million
was down from £205.5 million last year, a
decline of £28.0 million. This result for the year
included property profit of £4.0 million (2023:
£1.3 million) which relates to profit on property
disposals of £0.8 million and a fair value gain
of £0.5 million on one investment property in
Ireland and an additional fair value gain of £2.7
million on one investment property in the UK.
Adjusted operating profit before property
profit of £173.5 million was down from £204.2
million last year, a decline of 15.0 per cent.
The adjusted operating profit margin before
property profit declined by 120 basis points
to 7.6 per cent.
Net finance income and expense
The net finance expense was £0.1 million
which compares to net finance income of £0.4
million for the year ended 31 December 2023.
This incorporates an interest charge of £15.0
million (2023: £15.6 million) on lease liabilities
recognised under IFRS 16. Interest income
on cash deposits amounted to £23.4 million
(2023: £24.2 million).
Returns on deposits and account balances
decreased in the full year and reflected lower
Bank of England and European Central Bank
base rates in the second half of the year
compared to the prior year and lower cash
balances following the Group’s Spanish
acquisition on 30 October 2024.
The Group’s gross debt is drawn in euro and
provides a hedge against exchange rate risk
on euro assets in the businesses in Ireland,
the Netherlands, Finland, and Spain. Interest
payable on bank borrowings denominated
in euro and US Private Placement Senior
Unsecured Notes was £8.3 million (2023:
£8.3 million). This reflects a combination of
higher bank debt acquired with the Salvador
Escoda acquisition offset by lower interest
rates payable on bank debt as the European
Central bank rates reduced in the second half
of the year.
The net finance expense included a foreign
exchange translation gain of £1.6 million
which compares to a gain of £0.5 million
in the prior year.
Revenue
Group revenue was down 1.6 per cent to
£2.28 billion from £2.32 billion in 2023.
Group revenue in the like-for-like business
declined by 2.3 per cent (£52.5 million) on the
prior year. The decline in average daily like-for-
like revenue was 2.7 per cent.
Incremental revenue from the Clady Timber
and B. McNamee acquisitions in Northern
Ireland, Rooneys in Ireland, the Kouvola
acquisition in Finland and TA Windows
acquisition in the UK, which were completed
throughout 2023, increased revenue by
£17.5 million.
New branches opened in the prior year
and current year in The Netherlands (five),
Finland Distribution (two), Ireland Distribution
(two) and UK Distribution (four) contributed
incremental revenue of £5.5 million in 2024.
The recent acquisition of Salvador Escoda,
incorporating 92 branches, contributed
revenue of £29.7 million since its acquisition
on 30 October 2024.
Currency translation of revenue in the euro
denominated businesses to sterling decreased
revenue by £37.1 million as a weaker euro
slightly reduced the level of reported results
as compared to the prior year. The average
Sterling/Euro rate of exchange for the year
ended 31 December 2024 was Stg84.66p
compared to Stg86.98p for the year ended
31 December 2023.
40
Grafton Group plc

Taxation
The income tax expense of £30.5 million (2023:
£34.8 million) is equivalent to an effective tax
rate of 20.0 per cent of profit before tax (2023:
19.0 per cent). The rate is as anticipated and
reflects the blend of the Group’s corporation
tax on profits in the five countries where the
Group operates. The increase in the effective
rate reflects an increase in the UK rate of
corporation tax to 25 per cent with effect from
1 April 2023 (2023: 23.5% blended rate) and the
introduction of the global minimum top up tax.
Certain items of expenditure charged in arriving
at profit before tax, including depreciation on
buildings, are not eligible for a tax deduction.
This factor increased the rate of tax payable
on profits above the headline rates.
Cash flow
Cash generated from operations for the year
of £298.3 million (2023: £334.3 million)
was strong and benefitted from a reduction
in working capital by £14.9 million (2023:
reduction of £29.5 million). Working capital
and inventory is a critical component of our
customer proposition; maintaining high levels of
stock availability is a key focus for all Grafton’s
businesses. The reduction in working capital
was achieved without compromising availability.
Interest paid in the year amounted to £22.5
million (2023: £23.1 million) which included
interest of £15.0 million on IFRS 16 lease
liabilities (2023: £15.6 million). Taxation paid
was £29.0 million (2023: £38.4 million). Cash
flow from operations after the payment of
interest and taxation was £246.8 million
(2023: £272.8 million).
The cash outflow on the dividend payment
was £73.2 million (2023: £72.6 million) and
£80.9 million (2023: £155.7 million) was spent
on the buyback of shares, excluding transaction
costs. The total cash outflow on the dividend
payment and buyback of shares was £154.1
million (2023: £228.3 million), excluding
transaction costs.
Free cash flow of £178.2 million was generated
in the year which represents a 100% conversion
to cash of adjusted operating profit.
Capital expenditure and
investment in intangible assets
We continued to maintain appropriate control
over capital expenditure which amounted to
£39.6 million (2023: £48.8 million). There
was also expenditure of £7.3 million (2023:
£4.0 million) on software that is classified
as intangible assets.
Asset replacement capital expenditure of
£23.9 million (2023: £27.4 million) compares
to the depreciation charge (before IFRS 16)
on property, plant and equipment (“PPE”) of
£42.8 million (2023: £39.0 million) and related
principally to the replacement of distribution
vehicles, plant and tools for hire by customers,
fixtures and office equipment, racking, forklifts
and other assets required to operate the
Group’s branch network.
The Group incurred development capital
expenditure of £15.7 million (2023: £21.4
million) on a range of organic development
initiatives including new branches,
investment in IT software, and upgrades and
refurbishments in Chadwicks, Woodie’s and
the Netherlands and investment in land and
buildings in Chadwicks.
The proceeds received from the disposal of
PPE, properties held for sale and investment
properties was £5.7 million (2023: £3.6
million). The amount spent on capital
expenditure and software development, net
of the proceeds received on asset disposals,
was £41.1 million (2023: £49.1 million).
Pensions
The Group operates four legacy defined benefit
schemes (one in the UK and three in Ireland),
all of which are now closed to future accrual.
The defined benefit pension schemes had an
accounting surplus of £1.3 million at the year
end, an improvement of £7.1 million from a
deficit of £5.8 million at 31 December 2023.
The deficit on the UK scheme reduced by £5.7
million to £8.8 million and the surplus on the
schemes in Ireland increased by £1.4 million
to £10.9 million.
There was a scheme deficit of £0.8 million
(31 December 2023: £0.8 million) related to
the Netherlands business.
2024
2023
£2.32bn
£2.28bn
Group revenue
£2.28bn
2024
2023
11.9%
10.3%
Adjusted return on capital employed
10.3%
2024
2023
£379.7m
£272.1m
Net cash (before IFRS 16 leases)
£272.1m
2024
2023
£203.0m
£178.2m
Free cash flow
£178.2m
2024
2023
£334.3m
£298.3m
Cash generated from operations
£298.3m
2024
2023
£205.5m
£177.5m
Adjusted operating profit
£177.5m
41
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Sustainability
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Strategic
Report

Net debt/cash
Net debt (including lease obligations) at
31 December 2024 was £131.7 million
(31 Dec 2023: £49.3 million).
Our net cash position, before recognising
lease liabilities, was £272.1 million (31 Dec
2023: £379.7 million).
The Group’s policy is to maintain its
investment grade credit rating while investing
in organic developments and acquisition
opportunities. The Group has a progressive
dividend policy with a long-term objective
of maintaining dividend cover at between
two and three-times earnings although it is
anticipated that dividend cover for the full
year will drop modestly beneath this.
Liquidity
Grafton was in a very strong financial position
at the end of the year with excellent liquidity,
net cash before IFRS 16 lease liabilities and
a robust balance sheet.
The Group had liquidity of £776.2 million
at 31 December 2024 (31 December 2023:
£849.6 million). As shown in the analysis
of liquidity on page 207, accessible cash
and deposits amounted to £505.4 million
(31 December 2023: £579.9 million) and
there were undrawn revolving bank facilities
of £270.8 million (31 December 2023:
£269.7 million).
At 31 December 2024, the Group had bilateral
loan facilities of £328.3 million (2023: £336.9
million) with four relationship banks, which all
mature in August 2029 and debt obligations
of £132.7 million (31 December 2023: £139.1
million) from the issue of unsecured senior
notes in the US Private Placement market.
The revolving loan facilities of £328.3 million
were put in place in August 2022 for a term of
five years to August 2027. The arrangements
included two one-year extension options
exercisable at the discretion of the Group
and the four banks. The second one-year
extension option was agreed in July 2024
and these facilities are now repayable in
August 2029. This is sustainability linked debt
funding and includes an incentive connected
to the achievement of carbon emissions,
workforce diversity and community support
targets that are fully aligned to the Group’s
sustainability strategy.
The average maturity of the committed bank
facilities and unsecured senior notes was 4.6
years at 31 December 2024 (2023: 4.9 years).
The Group’s key financing objective continues
to be to ensure that it has the necessary
liquidity and resources to support the short,
medium and long-term funding requirements
of the business. These resources, together
with strong cash flow from operations,
provide good liquidity and the capacity to
Financial Review continued
fund investment in working capital, routine
capital expenditure and development activity
including acquisitions.
The Group’s gross debt is drawn in euro and
provides a hedge against exchange rate risk
on euro assets in the businesses in Ireland,
the Netherlands, Finland and Spain.
Shareholders’ equity
Shareholders’ equity declined by £59.6 million
to £1.60 billion at 31 December 2024 from
£1.66 billion at 31 December 2023. Profit after
tax increased shareholders’ equity by £122.0
million. There was a loss of £33.1 million on
retranslation of euro denominated net assets
to sterling at the year-end rate of exchange.
Shareholders’ equity was increased for a
remeasurement gain (net of tax) of £4.4 million
on the pension schemes and was reduced
for dividends paid of £73.2 million and by
£81.1 million for the buyback of shares. Other
changes increased equity by £1.4 million.
Return on capital employed
Adjusted Return on Capital Employed declined
by 160 basis points to 10.3 per cent (2023:
11.9 per cent).
Principal risks and uncertainties
The principal risks affecting the Group are set
out on pages 47 to 51.
David Arnold
Chief Financial Officer
5 March 2025
42
Grafton Group plc

Risk management
Managing our
principal risks
The Directors acknowledge that they have overall responsibility to establish and
maintain an effective risk management and internal control framework and for
reviewing its effectiveness. The Directors recognise that such a system is designed
to manage rather than eliminate risk and can only provide reasonable but not
absolute assurance against material misstatement or loss.
Risk management framework
The Board of Directors
• Establishing and maintaining risk management and internal
control systems
• Evaluating the effectiveness of the Group’s risk management
and internal control systems
• Determining and reviewing risk appetite, and establishing risk
management strategies
• Monitoring and assessing principal and emerging risks
Audit & Risk Committee
• Monitoring and reviewing the effectiveness of the Group’s risk
management and internal control systems
• Receiving reports from management on its review of risk
management and internal controls
• Reviewing principal risks as documented on the Corporate Risk
Register and monitoring emerging risks
• Approving the internal audit plan and reviewing reports from
Group Internal Audit
• Receiving reports from the External Auditors, including any
reporting on internal control
Group Risk Committee
• Reviewing and updating the Corporate Risk Register
• Determining and maintaining risk management policies
and procedures
• Performing ‘deep dive’ reviews of specific risk areas and
scanning for emerging risks which may impact the Group
• Reviewing Business Unit risk registers and sharing risk
management practices between businesses
• Initiating Group-wide risk management actions
• Reporting to the Audit & Risk Committee
Internal Audit
• Establishing and delivering a risk based annual Internal Audit plan
• Reviewing internal controls and risk management actions
as part of the Internal Audit plan and reporting the results to
Management and the Board
• Reporting to the Audit and Risk Committee on the results of their
audit work, including on the completion of internal control actions
Business Units, Group functions and colleagues
• Sharing responsibility for effective management of risk
• Maintaining risk registers and monitoring the management of risk
at Business Unit and functional levels
• Identifying and reporting emerging risks
• Implementing actions to address Internal Audit and
External Audit control findings
43
Annual Report and Accounts 2024
Corporate
Governance
Sustainability
Statement
Financial
Statements
Supplementary
Information
Strategic
Report

Likelihood
Probable 4
Possible 3
Unlikely 2
Rare 1
1 2 3 4
Minor Moderate Major Severe
Impact
56
1
3
2
10
9
7
8
4
Risk management continued
Grafton’s risk management
process
Risk management is a key factor in the
successful delivery of the Group’s strategic
objectives.
The Group has established a risk management
process, which is closely aligned with the overall
strategic development of the Group, to ensure
effective and timely identification, reporting and
management of risk events that could materially
impact upon the achievement of Grafton’s
strategic objectives and financial targets.
A process for identifying, evaluating and
managing significant risks faced by the
Group, in accordance with the UK Corporate
Governance Code and the FRC Guidance
on Risk Management, Internal Control and
Related Financial and Business Reporting,
has been in place throughout the accounting
period and up to the date the financial
statements were approved.
These risks are reviewed by the Audit and
Risk Committee and by the Board, who also
consider any emerging risks for inclusion on
the Corporate Risk Register (‘CRR’).
Executive management is responsible for
implementing strategy and for the continued
development of the Group’s businesses within
the parameters set down by the Board.
The Group’s Risk Management Framework
is designed to facilitate the development,
maintenance, operation, and review of risk
management processes that fulfil the Board’s
corporate governance obligations and support
the Group’s strategic objectives.
Risk appetite
‘Risk appetite’ describes the amount of risk we
are willing, as a Group, to tolerate, accept or
seek. The Group has defined its risk appetite
for each risk on the CRR, including key risk
indicators and tolerance levels.
We have a higher appetite for risks that present
us with a clear opportunity for reward. We
actively seek out those risks that provide the
greatest opportunities, whilst balancing with
appropriate mitigating actions, for example with
acquisitions and our digital strategy.
We have a low appetite for risks that only have
negative consequences, particularly when they
can impact our colleagues, values, or business
model. For example, health and safety, cyber
security and internal controls. We aim to
eliminate these risks, as much as possible,
with our mitigation efforts.
The Board regularly reviews their risk appetite
for the Group’s principal risks and uses this
when deciding on risk mitigation strategies.
Group Risk Committee (GRC)
The GRC is an internal committee comprised
of representatives of the Group’s businesses
and Group Office functions. The GRC and
executive management are responsible for the
oversight of risk management in the Group.
The committee is chaired by the Group CFO
and reports to the Audit and Risk Committee.
The GRC met four times during the year
to review the risk management processes
in the businesses and to oversee the CRR.
This included a horizon scanning exercise to
identify any new or emerging risks which may
impact the Group.
In addition, the GRC performed deep dive
reviews of specific risk areas including:
information security and cyber risk, acquisitions
and the integration of new businesses; risks
relating to colleagues; sustainability and
the impact of climate change on business
operations; and health and safety risk. The
results of these exercises were shared with
businesses and, where relevant, new mitigating
actions were established.
Corporate risk register (CRR)
The CRR records the Group’s material risks,
their root causes and key risk indicators, and
the actions and controls in place and required
to manage each to an acceptable level of risk
consistent with the Group’s risk appetite. The
principal risks facing the Group are set out in
detail on pages 47 to 51. All updates to the CRR
are reported to the Audit and Risk Committee.
The Group also maintains a ‘watchlist’ of
emerging risks and risks that have previously
been on the CRR. This is regularly reviewed to
consider whether any should be promoted to
the CRR.
Group’s principal risks
1
Macro-economic Conditions
2
Cyber Security and Data Protection
3
Acquisitions and Integration of
New Businesses
4
Competition
5
Colleagues – Retention, Recruitment,
Succession, Diversity, Wellbeing
6
Supply Chain
7
IT Systems Implementation
8
Health and Safety
9
Sustainability and Climate Change
1 0
Internal Controls and Fraud
44
Grafton Group plc

Key changes during the
year to the CRR
The risk environment in which the Group
operates does not remain static. As part of the
ongoing risk review process, the GRC and the
Board identify new risks for the Group, assess
the inherent risk associated with each principal
risk, and determine whether the risk trend
facing the Group is increasing, decreasing or
unchanged. Whilst the risk profile for the Group
remains relatively stable, the following key
changes were identified in 2024:
• Cyber security and data protection risk
has decreased in its severity following the
completion of a programme of activities
across the Group to improve internal and
external security controls.
• Colleague risk has decreased in its severity
reflecting the easing of labour market
pressures, with lower colleague turnover
and vacancy levels across the Group.
Emerging risks
The Board is required to undertake, under the
2018 UK Corporate Code, a robust assessment
of the emerging risks that may impact the
Group. In response to this requirement,
consideration of emerging risk has been
integrated into the Group’s risk management
practices. Each Business Unit is required to
maintain an individual Business Risk Register.
Changes to Business Risk Registers, including
any new risks or risks that have increased in
severity, are reported and discussed at GRC
meetings. The GRC also carries out an annual
Horizon Scanning exercise to identify any
new or emerging risks and the Audit and Risk
Committee performs a review of the CRR each
January which includes a consideration of any
emerging risks.
Identified emerging risks which are not
currently considered significant enough to
be recognised on the CRR are recorded on
a ‘watchlist’. Watchlist risks are regularly
reviewed by the GRC and Audit and Risk
Committee to consider whether they should
be promoted to the CRR.
Internal control system
The key features of the Group’s system of
internal control and risk management include:
• Review, discussion and approval of the
Group’s strategy by the Board;
• Defined structures and authority limits for
the operational and financial management
of the Group and its businesses;
• A comprehensive system of reporting
on trading, on operational issues and
on financial performance incorporating
monthly results, cash flows, working
capital management, return on capital
employed and other relevant measures
of performance;
• Written reports from the CEO and the CFO
that form part of the papers considered by
the Board at every board meeting;
• Review and approval by the Board of
annual budgets incorporating operating
performance and cash flows;
• Board approval of major capital
expenditure proposals and significant
acquisition proposals. Capital expenditure
proposals below Board level are delegated
to a Management Committee comprising
the CEO, CFO and Group Financial
Controller;
• Board review and approval of all new
platform and bolt-on acquisitions, following
a thorough due diligence process.
Subsequent monitoring and reporting
by Group and business management on
the performance and integration of new
businesses;
• Review by senior management and the
Audit and Risk Committee of Internal
Audit Report findings, recommendations
and follow up actions;
• Second line compliance functions
which focus on specific key risk areas
including branch operations, health and
safety, information security and financial
reporting controls. These generally report
into business unit or Group functional
management with their processes subject
to assurance by Group Internal Audit; and
• Self-assessment exercises for key
financial and information security controls.
Management responses are validated by
Group Internal Audit.
The preparation and issue of financial reports,
including the Group’s annual and interim
results, is managed by the Group Finance team
based in the Group Head Office in Dublin. The
Group’s financial reporting process is controlled
by reference to the Group Financial Accounting
Policies and Procedures Manual, which sets
out the general accounting principles and
requirements and internal controls standards
applicable to all Group businesses.
In line with best practice, the Group’s Risk
Management and Internal Audit procedures
are subject to a review of their effectiveness
by an independent third party on a periodic
basis. The last external effectiveness review
was conducted in 2021 by a team from Grant
Thornton. The review found that in both the
Risk Management and Internal Audit functions
there were several areas of good practices
and improvement had been made since the
previous review in 2017. The report did make
a number of recommendations to develop
further the maturity of both functions which
have been progressed in 2024 including the
implementation of an audit, controls and risk
system, which has improved audit efficiency
and data analysis capability. The next external
effectiveness review for Internal Audit will be
completed in 2025.
The Audit and Risk Committee is responsible
for approving the internal audit budget and is
satisfied that internal audit has the appropriate
resources to fulfil its responsibilities. The role
and responsibilities of Internal Audit is set out
in the Group Internal Audit Charter, which is
available on request.
In the Board’s view, the ongoing information
it receives is sufficient to enable it to review
the effectiveness of the Group’s system of
internal control. The Directors confirm that
they have reviewed the effectiveness of
the risk management and internal control
framework. In particular, during the year
the Board has considered the significant
risks affecting the business and the way in
which these risks are managed, controlled
and monitored.
45
Annual Report and Accounts 2024
Corporate
Governance
Sustainability
Statement
Financial
Statements
Supplementary
Information
Strategic
Report

Risk management continued
Viability statement
The Directors have assessed the viability of the
Group over a three-year period to 31 December
2027, taking account of the Group’s current
position and prospects, the Group’s strategy
and principal risks and how they are managed
as documented on pages 47 to 51. Based
on this assessment, the Directors have a
reasonable expectation that the company will
be able to continue in operation and meet its
liabilities as they fall due over the period to
31 December 2027.
Period of viability statement
In accordance with Provision 31 of the UK
Corporate Governance Code 2018, the Board
has reviewed the length of time to be covered
by the Viability Statement, particularly given its
primary purpose of providing investors with a
view of financial viability that goes beyond the
period of the Going Concern Statement. The
Directors have determined that the three-year
period to 31 December 2027 is an appropriate
period over which to provide its viability
statement. The Group prepares five-year plans
as part of its annual strategy review, however
given the inherent uncertainties, the outer two
years are more difficult to forecast. These two
years are used mainly for scenario planning
with the Board placing greater reliance on the
initial three-year period.
Approach to assessing viability
In making this statement the Directors have
considered the resilience of the Group, taking
account of its current position, the principal
risks facing the business in severe and
reasonable scenarios, and the effectiveness
of mitigating actions that could be taken to
avoid or reduce the impact or occurrence of
the underlying risks that would realistically
be open to them in the circumstances. This
assessment has considered the potential
impacts of these risks on the business model,
future performance, solvency and liquidity over
the period with particular consideration given to
the Group’s debt funding covenants including
its interest cover covenant. The Directors
have also considered the Group’s resilience
and management’s response to the Covid-19
pandemic as well as the experience from the
2008 Global Financial Crisis.
The principal scenarios considered in the
review are those where negative macro-
economic and other impacts would be
experienced across all of the Group’s
businesses. These scenarios ranged from
depressed economic activity levels in the
Group’s markets and intense competitive
pressures, to more severe cyclical economic
downturns. The Group also reviewed and
considered the impact of a cyber security
denial of service attack on the business
which might restrict trading and the operation
of the Group’s businesses. In addition, the
assessment considered a ‘reverse’ stress
test to determine what level of disruption
would need to be experienced before a
breach of the Group’s interest cover funding
covenant was unavoidable.
The downside scenarios applied to the strategic
plan are summarised in the table below. The
reverse stress test shows that a breach of the
interest cover covenant would occur on denial
of service without any income for a period of
four months, and it assumes that the Group’s
existing surplus cash at 31 December 2024 of
£272.1 million is invested in acquisitive growth
but the Group would still have adequate liquidity.
Whilst we believe the reverse stress test is
highly unlikely, the Group would be able to take
a number of further mitigating actions including
management of working capital, capital
expenditure and dividends.
In making their assessment, the Directors
have taken account of: (i) the Group’s net debt
(including lease liabilities) of £131.7 million at
the end of 2024 (net cash position of £272.1
million excluding lease liabilities); (ii) the Group’s
strong financial position; (iii) headroom and
duration of loan facilities currently in place; (iv)
key potential mitigating actions of reducing
the Group’s cost base, capital expenditure and
dividend payments; and (v) the Group’s ability
to generate positive cash inflows in a scenario
of falling revenue as working capital invested
in the business is reduced. These mitigating
actions were tested during the downturn in the
Group’s businesses from 2008 to 2012 which
highlighted the resilience of its business model
to a very severe and protracted economic
downturn by historic standards.
Severe but plausible downside scenario
Scenario Link to principal risks Level of severity tested Conclusion
Severe downturn in market
conditions.
Temporary suspension of trading.
– Macro-Economic Conditions
– Cyber Security and Data Protection
– Pandemic Risk*
Significant reduction in revenue
and gross margin reduced for
up to three years offset by cost
reductions in each year.
– Net cash position before lease liabilities falls
but remains strong.
– The Group remains within its banking
covenants.
Reverse stress test scenario
Scenario Link to principal risks Level of severity tested Conclusion
Temporary suspension of trading
for four months.
Assumed that Group’s surplus
cash at 31 December 2024 of
£272.1 million is invested into
acquisitive growth.
– Cyber Security and Data Protection
– Pandemic Risk*
Inability to trade for four months
during 2026 across all regions
without any mitigating income.
– Operating loss in 2026, with a cash outflow.
– Group would require a waiver from lenders for
the interest cover covenant in 2026 but would
be within all covenants in 2027 and 2028.
* Whilst Pandemic Risk is no longer a principal risk on the corporate risk register having been removed to the watch list during 2023, in light of experience in 2020 and
2021 it is still considered a plausible but unlikely scenario by the Group for the purposes of the viability assessment.
46
Grafton Group plc

Risk movement
Risk description
Trading in the Group’s businesses is influenced by macro-economic
conditions in the countries in which it operates. The Group’s markets
are cyclical in nature and a proportion of revenue is dependent on the
willingness of households to incur discretionary expenditure on home
improvement projects. Trading is also impacted by new construction
activity. Investments of this nature closely correlate with general
economic conditions. A deterioration in economic conditions in Ireland,
the UK, the Netherlands, Finland or Spain could result in lower demand
in the Group’s businesses.
The Group’s customers are mainly professional tradespeople engaged
in residential, commercial and industrial maintenance and new-build
projects. These markets are affected by trends in improvements,
remodeling and maintenance, and construction.
Demand in these markets is also influenced by economic factors
including interest rates, the availability of credit, inflation, changes in
property values, demographic trends, tax policy, employment levels
and gross domestic product.
Within this risk we also recognise the impact of geopolitical events on
those domestic markets. This includes international conflict, political
stability and government policy.
Mitigation
The strategic actions taken by the Group in 2021 with the sale of the
traditional distribution business in Great Britain and the subsequent
acquisition of IKH in Finland and Salvador Escoda in Spain,
broadened the geographical spread of the Group’s businesses and
reduced the concentration of revenue arising from the UK market.
Branches are continually upgraded and the product portfolio
expanded to meet the needs of customers engaged in residential
RMI projects which currently account for a higher proportion of
revenue. Businesses are equally well positioned to respond to an
increase in house building in their relevant markets.
The mitigation strategy also incorporates cost control measures in
response to changes in market conditions.
An assessment of macro-economic, construction and residential
market conditions helps inform the allocation of capital resources
to new projects.
The Group is aware of the potential impact that changes in
business models, such as modern construction methods, may
have on revenue and profit. It closely monitors these developments
to enable businesses to respond accordingly.
Key risks
The risks identified below are those that could have a
material adverse effect on the Group’s business model,
future performance, solvency or liquidity.
These principal risks are incorporated into the modelling activity performed to assess the ability of the Group to continue in operation and
meet its liabilities as they fall due for the purposes of the Viability Statement on page 46.
Macro-economic conditions in Ireland, the UK, the Netherlands,
Finland and Spain
Risk movementRisk description
Increased levels of cybercrime represent a threat to the Group’s
businesses and may lead to business disruption or loss of data. The
Group is exposed to the risk of external and internal parties gaining
unauthorised access to Group systems and deliberately disrupting its
business. This includes the risk of ransom demands, with the potential
for a material loss of revenue and profitability while systems are being
restored, stolen information or fraudulent acts.
Theft or leakage of data relating to colleagues, business partners
or customers may result in a regulatory breach or financial loss and
could impact the reputation of the Group.
Mitigation
The Group has a number of IT security controls in place including
gateway firewalls, intrusion prevention systems and anti-malware
software. The Group has a suite of information security policies,
which are communicated to colleagues, through mandatory online
training and regular security awareness campaigns. In addition, there
is 24/7 monitoring of the Group’s network, supported by a third-party.
The Group has put in place a Security Incident Management Plan and
each business has their own cyber incident response and backup plans
which are regularly rehearsed.
Following a review of the Group’s cyber security maturity by third party
specialists in 2021, a programme of initiatives was commenced in 2022
to further reduce cyber risk. This has been overseen by the Group’s
Information Security Steering Committee (ISSC) and was completed
in 2024. The key controls implemented by this programme are now
subject to regular dashboard reporting at a BU level which is monitored
by the Group Information Security function and ISSC.
A Group-wide programme to implement General Data Protection
Regulation (GDPR) was completed in 2018 and compliance activity
has now been embedded into business processes, with roles
established in each business unit to co-ordinate ongoing activities.
This includes ensuring that all new businesses acquired by the
Group meet the same Group Data Protection standards. The Group
continues to evaluate and invest in new technology to maintain and
improve its Data Protection management processes and controls.
During 2024, a review of the Group’s Data Protection and GDPR
compliance procedures was completed by third party specialists.
This confirmed that the Group had in place appropriate procedures to
protect personal and confidential data processed by businesses and
meet regulatory requirements, whilst also making recommendations to
further improve controls. Actions to address these are being progressed
and will complete in 2025.
Cyber security and data protection
47
Annual Report and Accounts 2024
Corporate
Governance
Sustainability
Statement
Financial
Statements
Supplementary
Information
Strategic
Report

Risk management continued
Risk movementRisk description
Grafton faces volume and price competition in its markets. The Group
competes with distributors of building materials and retailers of varying
sizes and faces competition from existing general and specialist
distributors including the national builders’ merchanting chains together
with retailers, regional distributors and independents. The Group also
faces the risk of new entrants to its markets, for example, by way of
competition from new competitors with low cost business models and/
or new technologies.
Actions taken by the Group’s competitors, as well as actions taken
by the Group to maintain its own competitiveness, efficiency and
reputation for value for money, may exert pressure on product pricing,
margins and profitability. During 2024, the continuation of suppressed
consumer demand, particularly in the UK RMI market, has meant that
these competitive pressures remain high.
Some of the Group’s competitors may have access to greater financial
resources, greater purchasing economies and a lower cost base, any of
which may confer a competitive advantage that could adversely impact
the Group’s revenues, profits and margins.
The Group remains alert to threats from new business models in its
markets and invests in businesses such as Selco, Chadwicks, and Isero
in response to changing customer needs and trends.
Mitigation
The Group’s businesses monitor gross margins and, where possible,
develop appropriate tactical and trading responses to changes in the
competitive and pricing environment. Mitigation of this risk is achieved
through ensuring a value proposition for customers. Businesses
monitor pricing developments in their markets and take corrective
action when necessary.
The Group’s businesses conduct surveys and review feedback from
customers in order to improve the quality of the overall product and
service proposition and to ensure that customer expectations are met.
The Group has established and continues to develop an online sales
capability to respond to changing customer requirements. During 2024
the Group continued to invest in its online platforms which supported a
further rise in online revenue. This includes activities to further develop
the digital capabilities of colleagues. Promotional and marketing activity
is also a feature of revenue and margin management, and marketing
teams have also invested in technology, including the use of AI, to
improve their effectiveness.
Procurement strategies are focused on reducing costs through supplier
consolidation and sourcing, as appropriate, through overseas markets.
Businesses also continually review and invest in their distribution
networks to ensure they provide the best value and optimise product
availability and inventory management.
Competition in distribution, retailing and manufacturing markets
Risk movementRisk description
Growth through acquisition has historically been a key element in the
Group’s development strategy. The Group may not be able to continue
to grow if it is unable to identify attractive targets, execute full and
proper due diligence, complete acquisition transactions, integrate the
operations of the acquired businesses and realise the anticipated levels
of profitability, cash flows and return on invested capital.
Specific risks exist for newly acquired businesses which may not have
sufficient controls to meet Group minimum standards in areas including
information security and health and safety.
The Group acknowledges an elevated risk when completing larger
transactions and/or transactions in new countries, such as the
acquisition of Salvador Escoda in Spain in 2024.
Mitigation
Acquisitions are made in the context of the Group’s overall
strategy. The Group has a long established, experienced and skilled
acquisition capability that has significant relevant experience in all
aspects of acquisition transactions and in managing post acquisition
integration.
All acquisitions require Board approval and are subject to a
comprehensive due diligence process, which may include the
involvement of third-party experts when required.
Immediate actions are taken to ensure that newly acquired businesses
meet the Group’s standards in areas such as cyber security, health and
safety, and financial reporting, as well as a wider programme of actions
to bring acquisitions in line with the Group’s governance framework.
This process is underpinned by strategic and financial acquisition
criteria and the close monitoring of performance post acquisition
including one and three year post acquisition reviews, completed by
management and assured by Group Internal Audit, with the sharing of
any lessons learnt identified by those reviews.
Acquisition and integration of new businesses
48
Grafton Group plc

Risk movementRisk description
Product availability is a key factor for all Group businesses and the
Group is exposed to the risk of failure to supply by key suppliers. Over
the past few years the Group’s businesses, similar to the rest of the
sector, have faced challenges in securing the supply of certain products
due to global supply chain issues. The potential for international
conflict and geopolitical factors to impact on the availability and cost of
products sold by the Group remains high.
The Group recognises its potential exposure to ethical sourcing risks for
certain products (e.g. timber) and the ethical behaviour of organisations
in its supply chain which may not meet Grafton’s expected standards.
The Group is aware of the increasing regulatory requirements, including
the Carbon Borders Adjustment Mechanism (CBAM), the EU Due
Diligence Directive and the EU Deforestation Regulation, and obligations
they place on Grafton and its suppliers.
There is also the risk, and corresponding opportunity, that Grafton does
not take full advantage of its buying power to secure the best value
when purchasing products and services.
The total value of income the Group receives from its suppliers in the
form of volume rebates and other amounts, including product and
marketing support, represents a material percentage of its operating
profit. There is a risk that the Group does not collect all supplier rebates
receivable or that rebates are accounted for incorrectly.
Mitigation
The Group seeks to maintain good relations with key suppliers and,
to proactively manage instances of supplier shortages and product
allocations.
The risk of over-reliance on single suppliers is mitigated, where possible,
by dual sourcing or identifying alternative suppliers for key products.
The Group issued a new Supplier Code of Conduct in 2024 and has
implemented technology to help manage its third-party risk and
compliance procedures. A new system will be rolled out in 2025 to
improve the Group’s ability to screen and obtain information from
key suppliers, covering a range of ethical, financial and quality areas,
to confirm compliance with Grafton policies and relevant regulatory
standards.
The Group Procurement Director works closely with procurement leads
in the individual businesses and the Group’s Head of Sustainability to
identify relevant legislation and co-ordinate action to ensure regulatory
requirements are met.
In addition, the Group Procurement Director liaises with suppliers and
business procurement teams to negotiate Group buying deals where it
is practical and commercially advantageous to do so.
The Group’s policy is to have written agreements with suppliers detailing
the terms and of all rebate arrangements. Finance and procurement
teams work closely to validate amounts due from suppliers based on
these agreements and quantities purchased. Rebates receivable are
regularly reviewed and businesses engage in dialogue with suppliers
regarding collection.
Supply chain
Risk movementRisk description
The Group has approximately 10,000 colleagues who are fundamental
to the long term success of the business. Attracting and retaining
colleagues with the relevant skills and experience and investing in
training and development is essential to sustaining existing operations
and providing a platform for the growth of the Group.
The Group acknowledges its responsibility towards diversity and
inclusion, and the benefits of recruiting and retaining colleagues from
diverse backgrounds. We also recognise the importance of looking after
the wellbeing of our colleagues mentally, physically and financially.
The Group is dependent on the successful recruitment, development
and retention of talented and diverse executives to run the overall
Group and its businesses. During the year the Group has continued
to focus on effectively managing succession for senior leadership roles
in several businesses.
The Group recognises the continuing high level of risk regarding
colleagues as a result of cost of living demands, minimum wage
increases, very tight labour markets and skill shortages in certain
sectors, which has led to pay inflation.
In addition the Group is mindful of its responsibility to comply with
new and existing regulatory requirements including the EU Pay
Transparency Directive.
Mitigation
The Group and its businesses are committed to high standards of
employment practice and are recognised as good employers in all of
its markets. Remuneration and benefits are designed to be competitive
with competitors and market practice.
Significant resources and time are devoted to recruitment, training
and development. Turnover is closely monitored with action plans
implemented in those businesses with high colleague turnover.
Processes are in place to provide development opportunities. The Group
made a number of appointments in recent years in planning for the
succession of key executives, with several business unit CEO and senior
management roles filled internally. Succession plans are in place for key
management roles.
Inclusion working groups have been established in individual businesses
to encourage diversity amongst colleagues. Annual colleague
engagement surveys are carried out in all businesses, with action plans
to address key issues arising from the feedback being developed and
monitored. The Group has established local and national colleague
forums in all countries and developed wellness programmes for mental,
physical and financial wellbeing.
The Group HR Director leads a forum of business unit HR directors
and managers which meets regularly to discuss and initiate action to
address common issues, including responses to legislative changes,
with external advice if necessary, to ensure ongoing compliance.
Colleagues – retention, recruitment, succession, diversity and wellbeing
49
Annual Report and Accounts 2024
Corporate
Governance
Sustainability
Statement
Financial
Statements
Supplementary
Information
Strategic
Report

Risk management continued
Risk movementRisk description
The Group’s businesses are dependent on IT systems and supporting
infrastructure to trade. Either the failure of key systems or the inability to
compete through not having up to date trading platforms could have a
serious impact on the business and could potentially result in the loss of
revenue and reduced profitability.
The rate and scale of IT change is increasing and the Group continues
to invest to ensure businesses have the right systems to enable
them to function and grow. During 2023 and 2024, programmes to
replace and upgrade legacy systems in Selco and CPI EuroMix were
successfully completed. A project to implement a new ERP system for
the Netherlands business is ongoing, with similar projects commencing
in 2024 for Leyland SDM and Woodie’s. In addition, during 2025 it is
expected that an ERP upgrade project will begin in IKH.
Mitigation
The Group has established a Project Management Framework setting
out the expected governance standards for significant change projects.
The replacement and updating of systems and technologies is
supported by a full strategy and business case analysis, planning and
risk analysis for each project. Implementation is supported by subject
matter experts, including third parties where necessary, and colleagues
from a cross section of functions to ensure that projects are managed
to deliver technical, functional and business solutions within an
appropriate cost and timeframe.
System changes are subject to rigorous testing and confirmation
that they meet defined business acceptance criteria prior to full
implementation. Systems are in place for the testing of critical IT
infrastructure and ERP applications.
For each significant systems project, regular progress reports are made
to the Board. Group Internal Audit perform an initial review of the project
governance and risk management, and provide ongoing assurance
through attendance at steering committee meetings, together with the
Group IT Director.
Once implementations are finished, the projects go through a thorough
close process which includes a lessons learnt exercise, with the results
shared around the Group.
Information technology systems – infrastructure
and new implementations
Risk movement
Risk description
The nature of the Group’s operations exposes colleagues and third
parties to health and safety risks.
The prevention of injury or loss of life to colleagues, customers and third
parties is an absolute priority for the Board and executive management.
Potential health and safety risks in branch locations concern the manual
handling of products, slips, trips and falls and incidents involving,
product storage and movement, forklift trucks and delivery vehicles.
Outside of the branch locations, the principal health and safety
risks relate primarily to vehicles engaged in transferring building
materials from branch locations to customers’ sites, including
loading and off-loading.
Mitigation
Health and safety forms part of the agenda at all Board meetings.
Reporting covering injury frequency rates, lost time, hazard
identification, risk management and the cost of accidents and incidents
are regularly reviewed by the Board.
Individual businesses invest significant resources in health and safety
management, training and awareness, and actively work to minimise
health and safety risks. Injuries and unsafe events are monitored and
corrective action taken when appropriate to reduce or eliminate the risk
of recurrence. The Group Director of Safety, Health and Environment
sets standards for the businesses in conjunction with business
unit management teams and co-ordinates actions and initiatives to
continuously improve the management of health and safety risks
across the Group.
Compliance with health and safety regulations is monitored through
a combination of external inspections, site reviews by business unit
compliance teams and Group internal audits.
Health and safety
50
Grafton Group plc

Risk movementRisk description
The Group recognises its responsibility to minimise the impact its
operations have on the environment and to promote sustainable and
ethical business practices amongst its customers, suppliers and
colleagues. The Group is also committed to being an inclusive employer
and promoting diversity in its workforce.
The legislation and reporting requirements around sustainability
are changing rapidly and the Group acknowledges its compliance
responsibilities, in particular for the upcoming EU Corporate
Sustainability Reporting Directive (CSRD).
The Group also recognises the potential financial and operational
impact of wider climate change on its business activities, either due
to physical risks such as adverse weather events, or transitional risks
including changes in regulation affecting operations, our cost base or
the products we sell.
Consistent with the current Taskforce for Climate Related Financial
Disclosure we have performed and reported on a specific assessment
to identify the material risks and opportunities of climate change and
sustainability to the Group. These are set out on pages 60, 61, 64-67
together with relevant mitigating actions and measures.
Mitigation
The Group has developed a sustainability strategy covering five key
focus areas: planet; customer and product; people; communities; and
ethics. The strategy has been rolled out to each business unit who have
developed programmes and activities with targets, aligned with the
overall Group goals which are monitored and reported on. Further details
can be found in the Sustainability section on pages 54 to 81.
The Group Head of Sustainability leads and co-ordinates activity
across the Group’s businesses and engages with external stakeholders
and third parties, including sector groups and suppliers, on
sustainability matters.
The Group has an Executive Sustainability Committee, which is chaired
by the Group CEO and includes CEOs from the Group’s businesses.
The Committee meets three times a year to provide oversight of the
Group’s sustainability strategy.
The Group engages in numerous charitable and community activities
across its business units. Environmental regulations are complied with
and reported on as required. Opportunities to reduce, recycle, and reuse
are promoted within the Group.
Sustainability and climate change
T
Risk movement
Risk description
The Group is exposed to the risk of failure in financial or operational
controls in individual business units, including the failure to prevent or
detect fraud.
A breakdown in controls of this nature could lead to a financial loss for
the Group and adversely affect its reputation with stakeholders and
regulators.
Mitigation
The Group has established a framework of controls incorporating a
‘three lines of defence’ model to protect against significant control
deficiencies and the risk of fraud. This includes documented policies
and procedures for key financial and operational processes, ongoing
monitoring of management accounts both at Group and business
unit level, monthly sign-off of business unit accounts by local finance
directors and an annual compliance statement signed by business unit
Chief Executives and Finance Directors.
Business units also complete an annual self- assessment of key
financial controls which is subject to validation by Group Internal
Audit. Branch procedures are subject to regular review and audit by
business unit internal audit and loss prevention teams.
Colleagues are actively encouraged to raise concerns about internal
control compliance with their manager, and the independent
SpeakUp service is available for colleagues and third parties to report,
anonymously if they wish, suspected frauds and control failures.
All reported cases are thoroughly investigated, with oversight by
Group Internal Audit, with appropriate remedial action taken.
Where instances of attempted fraud occur within the Group, lessons
learnt are identified and shared across businesses. All cases of
significant fraud or control failure are reported to and discussed with the
Audit and Risk Committee, including all fraud cases reported through
the SpeakUp service. An annual report of the number of known cases of
internal and external fraud and theft is also provided to the Committee.
The Group has continued work that commenced in 2023 to comply
with the internal control requirements in the revised UK Corporate
Governance Code. This will establish an annual programme of testing
all material financial, operational, compliance and reporting controls
including key anti-fraud controls.
Internal controls and fraud
51
Annual Report and Accounts 2024
Corporate
Governance
Sustainability
Statement
Financial
Statements
Supplementary
Information
Strategic
Report

Risk management continued
Task Force on Climate-related
Financial Disclosures (TCFD)
Grafton discloses against the TCFD framework.
Where appropriate to avoid duplication, this
disclosure links to information contained in other
sections of the report. TCFD related content is
indicated throughout the report with
T
Grafton has been formally managing its
climate risks and opportunities since 2014,
measuring and tracking, with a focus on
implementing reductions across Scope 1 and
2 GHG emissions (CO
2
e). During 2023 we
completed an initial exercise to estimate our
Scope 3 emissions and in 2024 we committed
to reach net-zero greenhouse gas emissions
across the value chain by 2050 and have
received validation by the Science-Based
Targets initiative of this target and associated
near and long-term targets. These targets are
aligned with the 1.5°C trajectory set out in the
Paris Agreement (see page 64).
Recommendations and Supporting Recommended Disclosures Disclosure location
Governance
Disclose the
organisation’s governance
around climate-related
risks and opportunities.
a) Describe the Board’s oversight of climate-
related risks and opportunities.
pages 79 and 86
b) Describe management’s role in assessing
and managing climate-related risks
and opportunities.
pages 79 and 86
Strategy
Disclose the actual and
potential impacts of
climate-related risks
and opportunities on the
organisation’s businesses,
strategy, and financial
planning where such
information is material.
a) Describe the climate-related risks and
opportunities the organisation has identified
over the short, medium, and long term.
pages 60-61
b) Describe the impact of climate related risks
and opportunities on the organisation’s
businesses, strategy, and financial planning.
page 53
c) Describe the resilience of the organisation’s
strategy, taking into consideration different
climate-related scenarios, including a 2°C or
lower scenario.
pages 52-53
Risk management
Disclose how the
organisation identifies,
assesses, and manages
climate-related risks.
a) Describe the organisation’s processes for
identifying and assessing climate-related risks.
pages 60-61
b) Describe the organisation’s processes for
managing climate-related risks.
pages 79 and 86
c) Describe how processes for identifying,
assessing, and managing climate-related risks
are integrated into the organisation’s overall
risk management.
pages 51 and 79
Metrics and targets
Disclose the metrics and
targets used to assess
and manage relevant
climate-related risks and
opportunities where such
information is material.
a) Disclose the metrics used by the organisation
to assess climate-related risks and
opportunities in line with its strategy
and risk management process.
page 67
b) Disclose Scope 1, Scope 2, and, if appropriate,
Scope 3 greenhouse gas (GHG) emissions, and
the related risks.
page 67
c) Describe the targets used by the organisation to
manage climate-related risks and opportunities
and performance against targets.
page 64
Grafton Disclosure against the TCFD recommendation
In line with the Listing Rule UKLR 6.6.6 R the table below references where in the Annual
Report we have made the disclosures recommended by the TCFD framework. We have
also considered the TCFD supplementary guidance for the Materials and Buildings sector
and the relevance of that to Grafton Group businesses:
The Group continues to evolve its climate
change and risk management approaches to
align with the recommendations of the TCFD.
Since 2020, sustainability and climate has
been captured as a high rated risk in our CRR
with assessments of climate-related risks
and opportunities being conducted at both
Group and Business Unit level. The Group
maintains a specific Sustainability and Climate
Change Risk Register, which was reviewed
and updated in 2024. Following this update,
additional analysis was conducted on specific
risks to enhance the understanding of their
potential impact on the Group.
Resilience
The Group has some inherent resilience
to the impact of climate change given its
geographical and market spread but has
taken steps to improve its resilience and
understanding of its exposure to specific
physical and transitional climate change risks:
1. Physical risks to properties
During 2022 an exercise was conducted,
with the support of consultants from
Marsh, to model the climate change
impact on properties across UK, Ireland,
Netherlands and Finland geographies.
The climate model used current asset
location data overlaid by historical and
future climate data, under two scenarios:
• Representative Concentration Pathway
(RCP) 2.6 (i.e. consistent with a rapid
decarbonisation scenario); and
• RCP 8.5 (consistent with a limited
climate action scenario).
The exercise identified 44 sites that are
currently at a high or very high risk of
flooding which increases to 48 sites under
RCP 2.6 scenario in 2050, and 63 sites
under an RCP 8.5 scenario in 2100. This
work has allowed businesses to focus
flood mitigation actions on those at-risk
properties including establishing flood
emergency response plans and making
building alterations to minimise flood
damage and protect stock, as well as
existing drainage maintenance schemes.
This work at the 63 properties assessed
as either High or Very High risk of flooding,
were completed in 2024, and the Group
continues to monitor for any additional
properties which may become at risk of
flooding, including new properties from
acquisitions such as Salvador Escoda.
52
Grafton Group plc

2. Physical risks to the supply chain
During 2024, discussions were held
with business unit procurement teams
to assess the potential impact on the
business of supply chain disruptions
caused by climate change related
physical weather events. This was based
on experience of major supply chain
disruptions over recent years including
the Covid pandemic, and issues affecting
shipping lanes through the Red Sea and
Suez Canal.
Overall the discussions confirmed the
risk at a moderate level for the main
distribution businesses. Whilst adverse
weather could cause significant disruption
to global supply chains especially on
freight routes, resulting in longer lead
times, increased freight costs and reduced
stock availability, these would impact
all companies in the market in a similar
way so there would be no competitive
disadvantage. Also any additional costs
would be passed on to the consumer so
profit impact would be minimal. Light-side
product sourced from further afield would
generally be at lower risk due to greater
opportunity to switch locations
and sourcing.
The analysis did highlight a greater risk in
the event of a disruption caused by adverse
climate conditions for heavy-side suppliers,
with products sourced closer to home from
a relatively small group of large suppliers.
Similarly for products supplied through
specific docks and 3rd party distribution
centres. This has prompted action to
confirm appropriate business continuity
plans are in place for those facilities.
3. Transitional risk – impact of carbon
taxation based on CBAM reporting
Using data reported by the Group’s EU
based businesses in 2024 for the purposes
of the Carbon Borders Adjustment
Mechanism, we conducted an exercise to
estimate the potential additional annual
tax cost to the Group for imported iron,
steel and aluminium products. Whilst the
CBAM taxation model is not confirmed yet
we used the EU Emissions trading Scheme
carbon price over the last 2 years as a
proxy. Overall, we calculated this would
have a moderate impact on Group import
costs, ignoring any potential for recovering
these from customers.
4. Transitional risk – costs of carbon
neutralisation to achieve net-zero
Based on our Scope 1, 2 and 3 emissions
for our base year and net-zero target for
2050, validated by SBTi (page 64), which is
supported by the Group’s transition plan (see
sustainability statement) we have estimated
the potential cost to neutralise our residual
annual emissions in 2050. This has used
projections for carbon credits costs in 2050
from a Bloomberg NEF report (issued in
February 2024), under 3 scenarios impacted
by the demand for and quality of carbon
credit schemes:
• Voluntary market scenario (elastic
demand) - $14 per tonne;
• Removal market scenario, (least cost
decarbonisation) - $172 per tonne; and
• High-quality scenario (inelastic
demand) – $238 per tonne.
Under the voluntary market scenario
the impact to the Group of the cost of
offsetting would only be moderate but
this would rise to severe in the other
two scenarios.
The Group will continue to assess and
estimate the impact of climate change
risks to the business as more data
becomes available.
Impact on strategy and
financial planning
Climate change impacts on the Group’s
strategic planning in several ways. The
Group’s sustainability strategy has focused
the business on taking steps to reduce CHG
emissions whilst also growing activity. This
has involved projects to improve the energy
efficiency of buildings including LED lighting
and solar panel installations, and efforts to
reduce vehicle emissions including switching
company cars to hybrid and electric vehicles
and trials of alternative-fuelled commercial
vehicles (e.g., compressed natural gas (CNG),
hydrogenated vegetable oil (HVO)).
The Group’s sustainability strategy has been
established recognising increasing investor
interest and scrutiny in how companies are
tackling climate change. We engaged with
shareholders and lenders as part of our
ongoing double materiality assessment
for CSRD requirements. Both stakeholder
groups were clear that climate change was
an important priority for them.
Sustainability and climate change forms
part of the evaluation criteria for business
investment, this includes evaluating
climate change threats to the locations of
any proposed acquisitions, which include
consideration of lease terms and assessing the
impact of capital expenditure on the Group’s
sustainability strategy prior to approval.
Climate-related issues and potential impacts
on business performance and assets are
considered as part of the Group’s one and
five year planning and performance reviews.
GHG targets are embedded in our banking
targets and in the remuneration targets for
senior leaders.
GHG reduction is a key consideration in the
capital expenditure process. In developing
our proposed targets and transition plan we
have started to model the associated financial
impacts and potential investment required.
Research and Development takes place
within the supply chain to our distribution
businesses and our commercial teams
work with suppliers to identify new product
opportunities. In our mortar manufacturing
business, the team are investigating
improvements that could be made to reduce
energy usage in the manufacturing process.
The Group is also conscious of the impact
of climate change on the products and
services it offers. Businesses maintain
dialogue with suppliers and customers to
ensure their product offerings follow technical
developments and changes in market demand.
Chadwicks ECO-centres are a good example
of how a business has brought together a
collection of energy saving building methods
and products in branches to help inform
customers of the more sustainable options
available. There is also training available for
our colleagues on these products so that they
can advise customers effectively.
In 2024 our business units based in the EU
started reporting against the carbon borders
adjustment mechanism (CBAM) which will put
a carbon price on high impact goods imported
into the EU.
Impact on financial statements
Management have considered the current
and potential impact of climate change on
the financial statements, this includes the
assessment for the four risks set out above.
Costs incurred to date associated with projects
to mitigate flood risk and improve energy
efficiency and reduce carbon emissions have
been absorbed within operating expenses
and capital expenditure. There has been
no material impact on the net realisable
value of inventory or the net value of fixed
assets in this year’s financial statements
as a result of climate change. No liabilities
requiring provision in the financial statements,
have been identified in respect of net-zero
commitments.
53
Annual Report and Accounts 2024
Corporate
Governance
Sustainability
Statement
Financial
Statements
Supplementary
Information
Strategic
Report

Sustainability Statement
Building the
foundations for a
sustainable future
2024 highlights
Reduction in market-based Scope 1 & 2
GHG emissions 2024 vs 2021
38.6%
Reduction in Scope 3 GHG
emissions 2023 vs 2021
13.7%
74% increase in HVO use 2024 vs
2023 saving
>1,800 tCO
2
e
Increased proportion of women in leadership from
13.0% 15.0%
Renewable energy produced from
our solar PV arrays
>170,000
kWh
Waste diverted
from landfill
99.3%
Selected EcoVadis to
support our supply chain
due diligence
Community donations made by the Group
>£1.2m
Approved new Group colleague
Wellness at Work policy
Net-zero targets
validated
 Find out more on page 64
54
Grafton Group plc

Inside this section
55 CEO and CFO introduction
56 General Disclosures
57 Our Approach
58 Double Materiality Assessment
60 Impacts, Risks and Opportunities
64 Environmental Disclosures
64 Climate change
69 Resource Use and Circular Economy
72 Social Disclosures
72 Own Workforce
77 Workers in the Value Chain
78 Consumers and End-users
79 Governance Disclosures
79 Business Conduct
81 Assurance Report
This 2024 Sustainability Statement is
structured using the European Sustainability
Reporting Standards (ESRS) as a guide as
we prepare to comply with the Corporate
Sustainability Reporting Directive (CSRD)
as per the legislative timeline. While we have
used the ESRS as a guide, this 2024 statement
is not compliant with the CSRD.
CEO and CFO introduction
In 2024, we made significant progress in
priority areas of sustainability for the Group.
Strategic sessions have taken place
at Board level and at the Executive
Sustainability Committee covering
legislation, climate change, wellbeing
and supply chain management.
On climate change we have committed to
reach net-zero greenhouse gas emissions
across the value chain by 2050 and have
received validation by the Science-Based
Targets initiative of this target and the
associated near and long-term targets
(see page 64). We are working on
appropriate transition plans which will
support the delivery of our targets.
The legislative landscape related to ESG
in the EU is changing rapidly. Over the
coming years Grafton needs to prepare for
and meet a series of regulations including
the carbon borders adjustment mechanism
and directives on deforestation, supply
chain due diligence and corporate
sustainability reporting.
Our Group Head of Sustainability has
briefed the Board, Executive Sustainability
Committee, Procurement Board,
Finance Leadership Team and other
key departments on these regulations
and their implementation.
Many of these areas of legislation relate
to our value chain and supply chain
management is central to this work. Our
Group Procurement Director has worked
with our Group Head of Sustainability and
procurement leads across our business units
to strengthen our due diligence processes.
We have started working with EcoVadis,
a globally recognised sustainability ratings
agency, to assess our supply chain partners.
This will be central to our due diligence
process moving forward.
The Executive Sustainability Committee
has been consulted on a new Wellness at
Work policy building on all the good work
taking place across the Group to ensure
colleague, safety, health and wellness
is integrated into daily work. This policy
sets out our approach to physical, social,
emotional and financial wellbeing.
Over the coming year we will continue
to prepare for the upcoming regulations
and work to integrate new businesses,
including Salvador Escoda, into our
sustainability programmes.
Eric Born
Chief Executive
Officer
5 March 2025
David Arnold
Chief Financial
Officer
5 March 2025
55
Annual Report and Accounts 2024
Corporate
Governance
Sustainability
Statement
Financial
Statements
Supplementary
Information
Strategic
Report

General disclosures
General disclosures
General Disclosure Notes Location
General basis for preparation of the
sustainability statement
Report covers the 2024 financial year from 1 January 2024 to 31 December
2024. The scope of the report includes our distribution, retailing and
manufacturing operations covered by our business units.
The acquisition of Salvador Escoda was finalised on 30 October 2024. Given the
challenges involved in collecting a number of the ESG data points, this business
has been excluded from the data points presented on sustainability.
EY has completed a limited assurance engagement over selected
performance data.
Data points excluding Salvador Escoda
are indicated throughout this statement
with †
The EY assurance statement can be
found on page 81. Information within
the scope of this assurance is indicated
throughout the document with a ∆
Disclosures in relation to specific
circumstances
Any divergence from the scope outlined in the basis for preparation notes
above is indicted in the accounting notes presented next to each section.
The role of the administrative,
management and supervisory bodies
pages 79 and 86
Information provided to and sustainability
matters addressed by the undertaking’s
administrative, management and supervisory
bodies
pages 79 and 86
Integration of sustainability-related
performance in incentive schemes
pages 102 and 115
Statement on sustainability
due diligence
Core elements of our sustainability due diligence process include:
• Double Materiality Assessment
• Stakeholder engagement
• Risk assessment and management
• Governance on sustainability issues
• Policies, actions, metrics and targets
pages 58 and 59
pages 10 and 11
pages 60 -63
page 79
Disclosure throughout statement
Risk management and internal controls
over sustainability reporting
pages 43-46, 49-51, 60 and 79
Market position, strategy, business
model(s) and value chain
pages 2-3, 5, 12, 16-17
Interests and views of stakeholders pages 10 and 11
Material impacts, risks and opportunities
and their interaction with strategy and
business model(s)
pages 58-63
Description of the processes to identify
and assess material impacts, risks
and opportunities
page 58
Disclosure Requirements covered by the
undertaking’s sustainability statements
High level disclosure points
indicated throughout statement
Actions and resources in relation to
material sustainability matters
Disclosure throughout statement
Metrics in relation to material
sustainability matters
Disclosure throughout statement
Tracking effectiveness of policies
and actions through targets
Disclosure throughout statement
Task Force on Climate Related
Financial Disclosures
Grafton discloses against the TCFD framework where appropriate
to avoid duplication.
TCFD related content is indicated
throughout the report with
T
56
Grafton Group plc

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Our approach
Our sustainability strategy is supported by our five priority areas:
The strategy aligns with the eight UN Sustainable Development Goals
that we can have the biggest impact on:
Grafton’s sustainability strategy has five
priority areas that address environmental,
social and governance (ESG) issues that
are important to our business, colleagues
and customers. The table below shows how
different material impacts link to the five
pillars of the Grafton Strategy.
While we are not required to comply with the
corporate sustainability reporting directive
(CSRD) for this 2024 statement, our reporting
is evolving in response to its requirements to
make it easier for stakeholders to navigate
and make reporting more comparable.
While European Sustainability Reporting
Standard (ESRS) disclosures are referenced,
this 2024 statement is not compliant with
CSRD requirements.
Sustainability
at Grafton
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Double materiality assessment
Materiality assessment
A double materiality assessment looks at
sustainability issues through two lenses, the
impact that a business has on society and the
environment as well as the financial impact an
issue may have on the business’s performance.
This methodology aligned with the double
materiality guidance published by the European
Financial Reporting Advisory Group (EFRAG)
in August 2023 taking into account the
reporting requirements set out in the European
Sustainability Reporting Standards (ESRS).
We carried out extensive stakeholder
engagement across customers, colleagues,
suppliers, large shareholders, lenders, internal
subject matter experts and governance
committees. Feedback was scored, weighted
and presented in a materiality matrix showing
Grafton’s most material issues.
The matrix was discussed and validated at the
Board and then further refined. The final matrix
of the 2023 assessment is presented on page
59 and will be used to guide our reporting and
strategy. We plan to review our materiality
assessment to incorporate business changes
and the updated EFRAG guidance.
Steps in double materiality assessment
Draft list of
issues developed
Extensive research carried out into Grafton and its
peers, initial consultation took place with key colleagues
across the Group and a provisional list of material issues
was drafted.
Assess importance
of issues to business,
society and
environment
Surveys were carried out with customers, colleagues
and suppliers. Interviews were carried out with large
shareholders and lenders. Workshops were carried
out with subject matter experts at Grafton.
Rank impacts
Impacts were assessed using a scale of 1 (very low
impact) to 5 (very high impact) and ranked in order
of importance.
Assess financial
impact
Level of financial impact on business performance,
profitability, growth and reputation was assessed
using the same 1-5 scale.
Present impact
on matrix
Draft matrix was developed and shared with
governance committees.
Validate and refine
matrix in governance
committees
Based on feedback the matrix was refined, issues were
grouped, and a final matrix was presented and signed off.
We carried out a preliminary double materiality assessment in
partnership with an external consultancy firm to identify our material
impacts as well as ensuring that our strategy is focusing on the most
important issues.
†
58
Grafton Group plc

Social and environmental impact
4.5
3.5
2.5
2.5 3.5 4.5
Financial impact
5
6
1
3
2
9
7
8
4
11
12
10
Linking material impacts to strategy
ESRS reference ESRS Topical Issues Strategy link Impact areas Disclosure reference
E1
Climate change Planet • Climate change
pages 64-68
E5
Resource use &
circular economy
Customer & product • Resource use and circular economy
• Sustainable raw material sourcing
pages 69-71
S1
Own workforce People • Equality, equity, diversity & inclusion
• Colleague health, safety & wellbeing
• Training & development
• Upskilling senior leaders on ESG
• Data privacy & data security
pages 72-76
S2
Workers in the
value chain
Customer & product
Ethics
• Responsible sourcing in supply chain
page 77
S4
Consumers &
end users
Customer & product
Ethics
• Product safety & quality
• Privacy & data security
• IT & cyber security
• Health & safety*
page 78
G1
Business conduct Ethics • Regulatory compliance
• IT & cyber security
• Privacy & data security
pages 79 and 80
* Whilst customer health and safety was not specifically called out in the top 12 material impact areas our approach to health and safety covers this important stakeholder group
so it has been included as an area of disclosure in S4.
Materiality matrix
The matrix below presents the findings of the double materiality assessment. It displays Grafton’s top twelve material impact areas.
Impacts were assessed using a 1 to 5 scale. A materiality threshold was applied, impact areas above 2.5 on both axes were deemed
material and presented in the matrix.
Our top 12 material impact areas
1
Climate change
2
Equality, equity, diversity & inclusion
3
Product safety & quality
4
Colleague health, safety & wellbeing
5
Responsible sourcing in supply chain
6
Upskilling senior leaders on ESG
7
Training & development
8
Resource use & circular economy
9
Sustainable raw material sourcing
1 0
Regulatory compliance
11
IT & cyber security
12
Privacy & data security
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Climate change
Resource use and circular economy
Own workforce
Workers in value chain Workers in value chain
Consumer and end users
Business conduct
Impacts, risks and opportunities
The tables below present sustainability impacts, risks and opportunities
†
These impacts are relevant to different parts of our value chain indicated on the diagram below. E1 Climate change section includes all impact
areas to ensure compliance with TCFD however impacts deemed major significance are indicated with an .
E1 Climate change
T
We assess the recurring or one-off impact
of climate related risks using both financial
measures, including revenue, profit, and cash,
and non-financial, including management
effort, regulatory compliance and impact
on stakeholders. We have set numerical
thresholds for each of these metrics to
define ‘significance’.
We would typically assess the likelihood of
business risk materialising in the next three
years whereas we monitor the likelihood of
risks relating to climate change risks over the
short (1-3 years), medium (3-10 years) and
long-term (over 10 years).
Our assessment of climate risks and
opportunities considers a range of scenarios
which were identified based on the guidance
published by TCFD and the International
Panel on Climate Change (IPCC):
• Rapid decarbonisation – Government led
move to a low carbon economy in the next
10 years with global temperature rises
limited to at or below 1.5°C (RCP 1.9 – 2.6)
• Moderate decarbonisation – Business
led/Government supported transition to
a lower carbon economy over next 5-15
years. Global temperature rises limited to
around 2°C (RCP 3.4 – 4.5)
• Limited climate action – Little or no
concerted effort to reduce carbon
emissions resulting in global temperature
rises in excess of 4°C (RCP 6 – 8.5)
The scenarios stated above are used to
consider a range of possible outcomes for
different climate risks and opportunities at
Grafton over the short, medium, and long term.
These time horizons have been set taking
into account the Group’s typical planning
approach (annual budget and five-year plan),
useful life of inventories (all inventory over two
years old, and a high proportion aged between
one and two years, is fully provided for) and
assets (majority of properties are on a short
leasehold i.e. < 15 years).
Based on these scenarios risks and
opportunities to the Group as recorded in
the Group Sustainability and Climate Change
Risk Register are set out in the table below,
with their assessed significance to the Group
under the 1.5°C scenario and the timeframe
over which we expect the risk/opportunity to
materialise. The risks and opportunities apply
across Grafton’s geographies and sectors.
†
Impacts deemed of major significance under
at least one of the three climate change
scenarios are indicated with .
See pages 52 and 53 for more information
on TCFD.
Significance key
Minor MajorModerate Short-term Medium-term Long-term
Timeframe key
Risk type Impact Area Risk Opportunity
Significance
(1.5°C pathway) Timeframe
Transitional
Policy
Taxation & compliance
inc. CSRD & CBAM
Costs of complying
with regulations
Competitive benefit of
minimising liability
Energy transition direct
operations
Rising energy cost
of renewable energy
Commercial advantage of
investment in renewable
energy self-generation
Supply chain energy
transition & taxation
Rising energy cost,
taxation and compliance
costs leads to increased
purchasing costs
Active engagement
with supply chain on
sustainability improves
resilience
Changes in regulation
impacting existing
product range
Legislation changes
lead to obsolete or
slow moving inventory
Commercial advantage
of switching to more
sustainable products early
Net-zero transition
Increased costs to deliver
net-zero targets.
Commercial advantage
from early investment
where appropriate
Value Chain
DownstreamUpstream Own operations
E1 Climate change
T
60
Grafton Group plc

Significance key
Minor MajorModerate Short-term Medium-term Long-term
Timeframe key
Risk type Impact area Risk Opportunity
Significance
(1.5°C pathway) Timeframe
Transitional
Reputation
Investor pressure Failure to set and deliver
net-zero targets results
in reduced investor
confidence
Attracting investment
and financing from
forward looking approach
Other stakeholder
pressure such as
customers & suppliers
Commercial impacts if
Grafton doesn’t meet
expectations
Commercial
opportunities from
positive sustainability
positioning
Market
Consumer preferences
shift towards circular
business models and
more sustainable choices
Commercial impact
from failing to offer more
sustainable choices, with
clear traceability and
communications
Attract new customers
and more revenue by
offering more sustainable
solutions (including
circular economy)
Consumer demand
for climate resilient
products increases
Failure to provide
products related to
climate adaptation leads
to commercial impact
Commercial
opportunities from new
products related to
climate adaptation
Tech
Decarbonisation
technologies and new
building techniques e.g.
passive house, net zero
emission buildings
Significant changes
to the construction &
RMI industry reduces
demand for current
product portfolio
New concepts and
business opportunities
provide more diverse
revenue generation
opportunities
Reliance on technology
advancements to achieve
emissions targets
Costs associated
with meeting targets,
because technology
does not develop
swiftly enough or is not
commercially viable
Commercial
opportunities from
adopting technologies
early
Physical
Operations
disruption
Disruptions to
operations and
distribution of products
as a result of flooding
(or other extreme
weather events)
Loss of trading
times and inability to
distribute products
Competitive advantage
through resilience
planning
Asset
damage
Damage to property
and stock as a
result of flooding
(or other extreme
weather events)
Significant cost to
protect properties to
prevent damage or repair
costs following damage
and write-off of stock
Competitive advantage
through resilience
planning
Supply
chain risk
Disruptions to supply
chain as a result of
extreme weather events
Cost increase due to
reduced product supply
and reduced revenue
generation as a result
of weather events
impacting availability
Competitive advantage
through resilience
planning
E1 Climate change continued
T
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Short-term Medium-term Long-term
Timeframe key
Business activity Impact area Risk Opportunity Timeframe
Own operations
Operational waste
Costs incurred to manage
waste responsibly
Operational costs & taxation
reduction through waste reduction
Distribution/retail
Raw material
sourcing: timber
Failure to meet deforestation regulation Commercial advantage from
strong supply chain traceability
Distribution/retail
& manufacturing
Packaging
Costs incurred through packaging
taxation
Cost reduction through minimising
packaging use
Distribution/retail
Circular business
models
See climate change above
Manufacturing
Raw material use
Costs incurred through inefficient
use of raw materials and impacts of
unsustainable raw material sourcing
Cost reduction through efficient
resource use. Commercial advantage
with demand for traceability
E5 Resource use and circular economy
Impacts, risks and opportunities continued
S1 Own workforce
Impact area Risk Opportunity Timeframe
Colleague
engagement
Neglecting colleague engagement can lead to retention
issues and difficulty attracting talent, affecting business
performance and innovation.
Focusing on engagement boosts retention and
attracts top talent, driving productivity, innovation,
and a positive workplace culture.
Equality,
equity, diversity &
inclusion
Poor diversity and inclusion practices can harm retention,
recruitment, and lead to legal and compliance issues.
Embracing diversity and inclusion enhances
creativity and decision-making, positioning
us as an attractive employer and improving
business performance.
Colleague
health, safety and
wellbeing
Lack of focus on health and safety can lead to
underperformance, retention issues, and regulatory
non-compliance, damaging our reputation.
Prioritising well-being enhances our reputation,
attracts talent, and fosters a productive workforce,
contributing to business success.
Training &
development
(including ESG)
Lack of investment in training leads to underperformance
and poor retention, hindering the delivery of strategic goals.
Investing in training boosts performance and
retention, making us an attractive employer
and fostering continuous improvement.
Data privacy &
data security
Weak data controls can erode trust, leading to retention
issues and legal repercussions.
Strong data security enhances trust and loyalty,
attracting talent and safeguarding our reputation.
Pay, benefits and
rewards
Inadequate compensation impacts retention, recruitment,
and colleague morale.
Competitive packages attract and retain talent,
supporting wellbeing and strengthening our
employer brand.
Talent, retention,
recruitment
Poor talent management and recruitment lead to leadership
gaps and impacts business growth.
Developing future leaders ensures continuity,
enhances resilience, and fosters a culture of
advancement and retention.
62
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Short-term Medium-term Long-term
Timeframe key
S2 Workers in the value chain
Impact area Risk Opportunity Timeframe
Responsible
sourcing in supply
chains
Working with trading partners whose activities result
in negative environmental or social impacts. Failure to
have in place a strong due diligence process that meets
regulations and protects the environment and people
through the supply chain
High sourcing standards and strong due diligence
mean that we have a reputation as a trusted
partner and distributor that helps to strengthen
security through the supply chain
Impact area Risk Opportunity Timeframe
Health & safety
Risk of personal injury or loss of life of colleagues,
suppliers, customers or members of the public during
branch operations (including delivery) due to unsafe
working practices. Also failure to comply with health &
safety regulation
High standards for health and safety compliance
enhance reputation as a responsible organisation
with our colleagues, customers and suppliers
Product safety &
quality
Inadequate product safety standards and quality
assurance processes result in risk of selling unsafe
or poor quality products which impacts reputation
and could put customers at risk
High product safety and quality standards
enhance reputation as a trusted distributor and
manufacturer with customers
Privacy, data, IT &
cyber security
Risk that external or internal parties will try to gain
unauthorised access into systems to deliberately
disrupt business, steal information or commit fraud,
resulting in financial loss, impact on reputation with
significant management effort to recover
Strong information security and data protection
controls enhance our reputation as a trusted
and responsible organisation with colleagues,
customers, and suppliers
S4 Consumers and end users
Impact area Risk Opportunity Timeframe
Regulatory
compliance
Risk that non-compliant practices by individual colleagues
or businesses result in significant penalties and reputational
damage for breach of relevant legislation
A track record of compliance with regulatory
requirements, enhances reputation as a trusted
and responsible organisation with colleagues,
customers, suppliers, and regulators
Bribery &
corruption
Bribery and corruption by colleagues or third parties results
in financial loss to the business and reputational damage
Robust anti-bribery controls and strong ethics
enhance our reputation as a trusted and
responsible organisation
Privacy, data, IT &
cyber security
See consumers and end users above
G1 Business conduct
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ESRS
• E1: Climate Change
• E5: Resource Use and Circular Economy
Strategy linkage
• Planet
• Customer and Product
UN SDG
Environmental disclosures
Environmental
disclosures
Introduction
It’s estimated that buildings account for 40
per cent of the energy usage across the EU
and 36 per cent of GHG emissions, which
mainly stem from construction, usage,
renovation and demolition. GHG emissions
from material extraction, manufacturing of
construction products, as well as construction
and renovation of buildings are estimated to
be 5-12 per cent of GHG emissions.
As a result, all players in this sector have
a responsibility to take action to reduce
emissions. The stakeholder engagement
carried out with customers, colleagues,
investors, lenders and suppliers for our double
materiality analysis showed that climate
change is the key environmental concern.
Policies
Our environmental policy incorporates our
commitment to tackling climate change.
The policy is available at www.graftonplc.com
Actions
Own operations †
Actions and plans
This year Grafton has remained focused on
implementing initiatives that will reduce our
GHG emissions to ensure progress towards
our SBTi targets. Key decarbonisation levers
for Scope 1 and 2 are:
Electricity and energy savings
Grafton has increased its acquired renewable
electricity by 14 per cent in 2024 to a total of
94 per cent and we plan to achieve 100 per
cent in the coming years. An eight per cent
reduction in electricity consumption was
achieved compared to 2023 through market
related decline in activity levels as well as
implementing a range of efficiencies including
energy management systems and equipment
efficiencies. This has been alongside our
work on electrification of premises, moving
away from fossil fuel sourced heating such
as natural gas and heating oil.
Grafton continues to install Solar PV arrays
across the estate, with 10 new installations
and the expansion of six existing arrays in
EcoVadis offers a unified approach to assess
suppliers and offers a variety of materials
for our suppliers, including action plans and
educational materials.
We continue to partner with manufacturers to
drive investment in low emission technologies
and products. This is essential to decrease
the emissions from goods we sell to our
customers and the emissions the product
may produce over its lifetime.
2024. We produced over 170,000 kWh
of renewable electricity some of which was
fed into the local grid. There are plans for
one expansion and eight new installations
for 2025.
The Energy Savings Opportunity Scheme
(ESOS) was conducted for all sites in Great
Britain. A range of energy savings initiatives
were identified from the process, including but
not limited to: energy management; capital
investment; controls; training and data quality,
with anticipated savings of over 2,000 MWh.
Grafton will continue to implement initiatives
before the next phase of the scheme.
Vehicle fleet
In 2024 efforts to move to an alternative vehicle
fleet continued with the increased uptake in
BioCNG, HVO and electric vehicles across
the fleet. HVO use in our commercial fleet
increased by 74 per cent compared to 2023,
saving more than 1,800 tCO
2
e. The transition
to an alternatively fuelled vehicle fleet will
continue as part of our transition plan, with
increased uptake of HVO and move to electric
vehicles where feasible across the fleet.
Value chain †
Actions and plans
Data availability and accuracy
Over 98 per cent of Grafton’s emissions are
indirect emissions generated in our value
chain. Grafton worked to improve its Scope
3 calculation process in 2024 by improving
the accuracy of purchasing and associated
emissions factors. In conjunction with supplier
engagement Grafton plans to further improve
the accuracy of value chain emissions by
obtaining and applying product specific GHG
emissions data. With the introduction of
the Carbon Border Adjustment Mechanism
(CBAM) within the markets Grafton operates
the importance and availability of carbon data
from our suppliers is improving.
Supplier Engagement
Our work with EcoVadis will allow suppliers
to be assessed and will provide a route to
engage with suppliers on their environmental
performance including climate change.
E1 Climate change
Net-zero Science
Based Targets
The Science Based Targets Initiative
has validated that the science-based
greenhouse gas emissions reductions
targets align to the SBTi Corporate Net-
Zero Standard.
SBTi has classified Grafton’s scope 1
and 2 target ambition as in line with a
1.5°C trajectory:
Overall Net-Zero target: Grafton
Group plc commits to reach net-zero
greenhouse gas emissions across the
value chain by 2050.
Near-term targets: Grafton Group plc
commits to reduce absolute scope 1
and 2 GHG emissions 48.5 per cent by
2030 from a 2021 base year. Grafton
Group plc also commits to reduce
absolute scope 3 GHG from use of
sold products covering sold fossil fuels
42 per cent within the same timeframe.
Grafton Group plc further commits
to reduce all other absolute scope 3
GHG emissions 42 per cent within the
same timeframe.
Long-term targets: Grafton Group plc
commits to reduce absolute scope 1
and 2 GHG emissions 90 per cent by
2050 from a 2021 base year. Grafton
Group plc also commits to reduce
absolute scope 3 GHG emissions 90
per cent within the same timeframe.
64
Grafton Group plc
64
Grafton Group plc

Our target
2050
90%
reduction in absolute
Scope 1&2
GHG emissions vs 2021
54,000 tCO
2
e
0 tCO
2
e
tCO
2
e market based
Base year
Our target
2030
2030
2050
48.5%
reduction in absolute
Scope 1&2
GHG emissions vs 2021
2021
Achieved
2024
38.6%
reduction in absolute
Scope 1&2 GHG emissions vs 2021
Transition Plan
Grafton’s climate transition
plan follows the principles
of the Transition Plan
Taskforce disclosure
framework – Ambition,
Action, Accountability
†
T
Ambition
Foundations
Grafton’s targets have been validated by the
SBTi and are aligned with the 1.5°C trajectory
(page 64). Our double materiality assessment
showed that our stakeholders, colleagues,
customers and suppliers regard climate
change as their top priority.
Grafton’s business model and value chain are
presented on pages 17 and 20. As a distributor,
retailer and manufacturer of products for the
building industry there are important changes
that will need to take place over the coming
25 years.
Over 98 per cent of Grafton’s GHG emissions
are Scope 3, the vast majority of which are in
the manufacture and use of the products that
we sell.
To drive the changes that are needed, Grafton
will work extensively with suppliers and
customers. In the shorter term we will focus
on improved data collection, increasing the
proportion of suppliers with Science Based
Targets and encouraging more suppliers to
set them with support from EcoVadis.
In the longer term there will be a focus on
alternative products, materials and energy
usage for products as well as scaling up
circular business models where possible.
Key assumptions and
external factors
Financial growth – the targets are based
on absolute emissions reductions therefore
organic business growth will be captured in
the emissions reduction trajectory. However,
as a business that acquires and divests, we
have published a recalculation policy to take
into account any significant changes in the
business (www.graftonplc.com).
Policy developments – all businesses require
policy support to enable them to deliver such
stretching targets. It will be important that
governments continue to drive renewable
electricity, support innovations in alternative
fuels and phase out high impact products
such as boilers.
Industry innovations and developments –
builders merchants rely on large industries
such as chemicals, steel and cement to
provide the products that customers such
as builders, DIY enthusiasts and developers
need. These large industries have plans in
place to reduce their emissions and have
been subject to legislation over time, therefore
delivering their ambitions will be an important
contributor to Grafton achieving our targets.
Technological advancements – longer term,
technological advancements will be necessary
in how buildings are constructed and the
technology used to power them as well as in
the transport industry for heavy goods. We will
work with our supplier partners where possible
to trial and promote these technologies, but
much of the innovation will take place within
our supply chain.
Data improvements – As a business Grafton
sells hundreds of thousands of products
therefore the calculation of Scope 3 emissions
is subject to assumptions. As Grafton improves
the monitoring of its emissions and suppliers
improve the quality of the information they
report on their products we will likely need to
recalculate our emissions (in accordance with
the base year recalculation policy).
Scope 1 & 2 Transition Plan †
Gas heating
Initial focus on increased
efficiency and long-term
transition to alternative
forms of heating.
Commercial Vehicles
Phased transition to electric,
bio-fuels or other alternative
technology in the long term.
Car Fleet
Switch to alternative fuels and
support this move with the
installation of charging points.
LPG
Initial focus on increased
efficiency in manufacturing
process and long-term
working with suppliers to
develop technological/
efficiency innovations.
Electricity
Move to 100 per cent certified
renewable energy and
increase solar production
capacity for new and existing
sites. Continue to improve
monitoring of our energy use
and increase efficiencies.
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tCO
2
e
Our target
2050
90%
reduction in absolute Scope 3
GHG emissions vs 2021
2.9mn tCO
2
e
0 tCO
2
e
Base year
Our target
2030
2050
42%
reduction in absolute Scope 3
GHG emissions vs 2021
2021
Achieved
2023
13.7%
reduction in absolute Scope 3
GHG emissions vs 2021
2030
Environmental disclosures continued
Climate change continued
Scope 3 Transition Plan†
Goods for resale
• Collate accurate product level emissions data from
Environmental Product Declarations or other Life
Cycle Analysis
• Increase proportion of products sourced from suppliers
with Science Based Targets
• Prioritise reductions in categories that make the
biggest contributions
• Increase circular business offering to decouple sales
from emissions
Use of sold products
• Offer alternatives to energy intensive products
e.g. boilers
• Improving efficiency of energy using products as well
as reducing emissions associated with use through
increased renewables in the grid
Other
Transition Plan
continued
Action
Implementation strategy
The Executive Sustainability Committee
ensures that GHG emissions targets are
embedded in the business planning and
operations of the business. In 2024, the
Committee was consulted on the targets
and the transition plans, and the priority
areas are displayed in the infographics on
pages 65 and 66.
The actions are separated into Scope 1 and 2,
and Scope 3 so that the relevant teams across
each business unit can take ownership for the
delivery. Grafton includes climate change in
the budgeting process to ensure that financial
impacts of decisions are effectively quantified.
Engagement strategy
Engagement across Grafton’s value chain
and especially with suppliers and customers
will be an essential part of achieving the
targets. Suppliers will be required to share
detailed data on the products supplied and
be encouraged to set Science Based Targets.
Collaboration to bring new products to market
will also be key. Grafton’s supply chain due
diligence process will be extended to capture
more detailed information on GHG emissions.
Grafton collaborates across the industry
through groups such as the Builders
Merchant Federation. These forums provide
an opportunity for information and views
to be shared with other building materials
distributors, suppliers, and leading industry
figures. As part of our sustainability strategy
we consult key stakeholders including
customers, suppliers, shareholders and
lenders. This is used to gain feedback on
their priority areas and the actions that they
would like to see Grafton taking.
Training of colleagues
The Group sustainability team communicate
extensively with colleagues on climate change,
targets and reduction strategies. In 2024
sessions have been held at Board level,
with the Executive Sustainability Committee
and at sustainability review meetings with
business units.
Accountability
Governance
Climate Change governance follows the
sustainability governance process set
out on page 79.
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Greenhouse gas emissions reporting
†
Energy consumption
†
Scope 1 & 2 Unit 2021 2022 2023 2024
2024
performance
on 2023
2024
performance
on base year
Scope 1*
tCO
2
e 40,718.9 38,328.0 32,847.8 31,250.7 (4.9%) (23.3%)
Commercial vehicles tCO
2
e 14,173.4 13,824.7 11,402.3 11,300.3 (0.9%) (20.3%)
Gas heating tCO
2
e 7,086.0 5,902.1 5,008.0 5,335.1 6.5% (24.7%)
Manufacturing (LPG) tCO
2
e 13,033.9 14,286.4 12,553.3 10,676.8 (14.9%) (18.1%)
Scope 2 – location-based tCO
2
e 15,143.8 13,900.7 12,511.0 11,191.4 (10.5%) (26.1%)
Scope 2 – market-based* tCO
2
e 13,182.1 5,816.8 5,086.7 1,841.5 (63.8%) (86.0%)
Electricity tCO
2
e 11,763.6 4,683.5 4,344.2 1,237.8 (71.5%) (89.5%)
District heating tCO
2
e 1,414.8 1,094.4 658.2 469.5 (28.7%) (66.8%)
Scope 1 & 2 – location-based tCO
2
e 55,862.7 52,228.7 45,358.7 42,442.1Δ (6.4%) (24.0%)
Scope 1 & 2 – market-based tCO
2
e 53,901.0 44,144.8 37,934.5 33,092.2Δ (12.8%) (38.6%)
Scope 1 & 2 – market-based
intensity
tCO
2
e/£m
Revenue 25.5 19.2 16.4 14.7 (10.2%) (42.5%)
* major sub-categories of Scope 1 and 2 data presented in the table. Small contributions from electric vehicles, forklift trucks and fugitive emissions are incorporated in the totals.
Scope 3 Unit 2021 2022 2023
2023
performance
on 2022
2023
performance
on base year
Scope 3 tCO
2
e 2,939,708.3 2,613,773.3 2,535,912.7 (3.0%) (13.7%)
Goods for resale tCO
2
e 1,158,532.1 1,121,718.7 1,088,381.5 (3.0%) (6.1%)
Use of sold products tCO
2
e 1,536,871.7 1,231,972.6 1,194,776.1 (3.0%) (22.3%)
Other categories tCO
2
e 244,304.6 260,082.0 252,755.1 (2.8%) 3.5%
Unit 2023 2024
% of total energy
consumption
Energy consumption Mwh 208,724.7 188,629.4 100%
Fossil fuels Mwh 164,062.0 136,690.3 78.6%
Renewable sources Mwh 44,662.7 51,939.1 21.4%
Fuel Mwh 5,066.5 8,593.3 2.4%
Self-generated Mwh 510.5 883.4 0.2%
Acquired Mwh 39,085.7 42,462.3 18.7%
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Report

Environmental disclosures continued
Climate change continued
We report our emissions as per the methods
set out in the GHG Protocol. Under the GHG
Protocol, emissions are categorised into
Scope 1, 2, and 3.
We report our emissions in tCO
2
e and on
emissions from all entities over which
we have operational control. For 2024
environmental data excludes data from
2024 acquisition of Salvador Escoda. †
Please see our “Scope 1 and 2 GHG Criteria”
and “Scope 3 GHG calculation methodology”
available at graftonplc.com.
Grafton states that recalculations to the
base year may occur given our business
model. For more detail, please see “GHG
Recalculation Policy” available at
www.graftonplc.com.
Scope 1 emissions
Direct GHG emissions from operations,
this includes emissions from our vehicle
fleet, fugitive emissions, combustion of fuels
for heating and manufacturing processes.
Scope 2 emissions
Indirect GHG emissions from electricity, heat
and steam, purchased and consumed by
Grafton Group. Location-based emissions
are based on national grid average emission
factors for defined locations. Market-based
scope 2 emissions refer to indirect GHG
emissions associated with purchased
electricity, heat and steam through
procurement of contractual instruments
such as Energy Attribute Certificates and
Guarantees of Origin from sources such as
wind, hydro, solar and biomass. For sites
without such contractual agreements and for
other scope 2 energy types in the absence
of supplier specific emission factors and/or
residual mix emission factors, the national
average emission factor has been applied.
Total energy consumption from
fossil sources
Primary energy consumption from crude
oil petroleum products, and natural gas, as
well as consumption of externally purchased
secondary non-renewable energy such as
electricity, heat, steam and cooling. Energy
consumption is based on meter readings
and/or invoices. Considering the ESRS
requirements, we have enlarged the scope
of the total energy consumption metric
to include all entities under operational
control, including fuel consumption in
leased vehicles.
Total energy consumption from
renewable sources
Wood, biogas and externally purchased
electricity from renewable sources, such as
wind, solar, hydropower, biomass or biogas,
as defined in the contractual agreements.
Consumption is based on meter readings
and/or invoices and complemented with
data on renewable energy certificates for
each site.
GHG intensity
Total energy consumption/total GHG
emissions per million net revenue
Scope 3 emissions
We report our Scope 3 emissions using the
following Scope 3 accounting principles:
• Relevance – Our Scope 3 inventory
contains Goods for Resale, Goods Not
for Resale, Use of Sold Products, Capital
Goods, Operational Waste, Fuel and
Energy Related Activities, Upstream
Transport and Distribution, Downstream
Transport and Distribution, Processing of
Sold Goods, Business Travel, Employee
Commuting, Downstream Leased Assets,
End of Life Treatment.
• Completeness – Our Scope 3 inventory
reflects our GHG emissions appropriately.
Upstream Leased Assets, Franchises and
Investments are not relevant for Grafton
Group and are therefore excluded from
the inventory.
• Consistency – We have calculated our
Scope 3 emissions for 2021, 2022 and
2023 with consistent methodologies and
reporting boundaries. This lends us to
performing trend analysis and monitoring
emission reduction progress over time.
• Transparency – Our Scope 3
methodology and assumptions can
be found at www.graftonplc.com.
• Accuracy – During the calculation
process, source data undergoes quality
checks and calculations are reviewed by
a third-party consultancy firm to ensure
credibility in the end emission analyses.
• The latest data for Scope 3 is 2023.
Accounting principles GHG emissions
68
Grafton Group plc

2024
2023
2022
2021
53.6%
59.5%
56.1%
61.4%
2024
2023
2022
2021
39.0%
37.2%
42.5%
37.9%
2024
2023*
2022
2021
92.6%
96.6%
98.6%
99.3%
2024
2023
2022
2021
7.3
6.6
6.0
6.2
E5 Resource use and circular economy
Careful resource management is central to our sustainability
programme. Our focus areas include operational waste management,
packaging, raw material sourcing and circular business models.
Impact Area
Policy/Approach Metrics/Targets
Operational waste
Environment Policy • Tonnes operational waste
• Operational waste diverted from landfill
Packaging
Approach specific to
operational market
• Report packaging data as per regulations
Raw material sourcing:
timber
Deforestation Policy • Timber certified through internationally recognised schemes
• Due diligence processes in place in all relevant business units
Manufacturing: raw
material use
Deforestation Policy
Supplier engagement
• Timber certified through internationally recognised schemes
• Restoration plans in place for aggregate sites
Circular business
models
Approach specific to
each business unit
• Pilot circular business opportunities by 2025
• Promote products to customers with sustainability attributes by 2030
Operational waste
Grafton works with waste management
companies to monitor waste, manage it
responsibly and look for opportunities to
reduce it. Across the Group total waste
generated in our operations remained
consistent with 2023 data. In partnership with
our waste management companies, teams
work to divert the waste in our own operations
from landfill and in 2024 achieved a 99.3 per
cent diversion rate ∆. We continue to look for
opportunities to replace plastic wrap used to
distribute products with recycled alternatives
as well as trying to reduce the amount used
where possible by using collapsible boxes,
moving to cages or strapping products
together. However, all alternatives need to be
carefully assessed with our colleagues’ safety
in mind as many of our products are heavy
and safety is of the utmost importance.
Packaging data
All businesses report packaging data as
required by legislation in their country of
operation. The biggest change to this system
has been taking place in the UK, where
business units have continued to report
against the existing packaging scheme
and plastics tax regulations whilst also
preparing for the new extended producer
responsibility system.
Business units have been working closely
with suppliers to collect the data required
on packaging. We have also been working
to improve the packaging that we use.
Business units have also focused on
increasing the recycled content of
plastic wrap.
Accounting principles
Operational waste includes all waste
generated in our operations excluding
Salvador Escoda. The data is collated
via 3rd party reports from waste
providers detailing disposal methods of
waste streams.
Operational waste data
†
Total recycling rate (per cent)
Total recovery rate (per cent)
Waste diversion from landfill (per cent)
Total waste (tonnes per £m revenue)
* Recalculated following improved data collection.
Operational Waste Criteria is available from
www.graftonplc.com
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Environmental disclosures continued
Resource use and circular economy continued
Raw material inflows
Mortar
Cement
72,700
tonnes
CPI Euromix operate nine manufacturing sites across the UK sourcing cement, sand
and additives from trusted suppliers to produce the product and their manufacturing
processes follow the following standards:
- ISO 9001: Quality Management System
- ISO 14001: Environmental Management System
- BES 6001: The Framework Standard for Responsible Sourcing.
Attaining these certificates demonstrate CPI Euromix’s commitment to providing high
quality products using raw materials that are sourced responsibly and following a
manufacturing process designed to minimise impact on the environment. CPI Euromix
received an ’Excellent’ performance rating for their BES 6001 certification and use this
framework when considering new suppliers. CPI Euromix has been certified against
ISO 9001 and ISO 14001 since 2016, and through regular auditing across all locations
and regularly reviewing internal management systems maintain high-quality product
manufactured responsibly. CPI Euromix has also worked with their cement suppliers
over time to ensure that GHG emissions associated with this raw material are reduced
and the sand suppliers have strong restoration plans in place for all extraction sites.
Sand
459,400
tonnes
Staircases
Timber
4,143 tonnes
StairBox uses state of the art technology to design and manufacture made-to-measure
products. This ensures that minimal waste is generated in the installation of the product.
Their sales teams have extensive training to support customers to design the products to
the correct specifications.
StairBox operates a series of quality inspections throughout the manufacturing
process, prior to a final full quality sign-off prior to loading and delivery. They have a
chain of custody timber sourcing process to ensure that the timber used is responsibly
sourced. 99.6 per cent of StairBox timber is certified by internationally recognised timber
certification schemes. The certification process provides confidence that timber sourcing
is not contributing to illegal deforestation, that strong labour standards are met.
The chain of custody audit ensures full traceability of all materials from initial source to
end user as well as checking policies and procedures.
Raw material sourcing
Gaining greater traceability of priority raw
materials is an important focus. Timber
is a key raw material for a number of the
distributors within the Group and for StairBox.
The Group Deforestation Policy outlines the
legal requirements, responsible sourcing and
due diligence guidelines.
In 2024 the focus has been on preparing for
the EU Deforestation regulation. Identifying
products in scope, reaching out to suppliers,
planning the IT systems needed to monitor
data and establishing the formal due diligence
processes required to meet the requirements.
Business units have also continued to
promote the certification of the products
sold through internationally recognised
certification schemes.
Percentage of Selco timber certified to
internationally recognised standards
99.1%
Percentage of StairBox timber certified to
internationally recognised standards
99.6%
Raw materials for manufacturing
Our manufacturing businesses produce ready
mix and bagged mortar products, bespoke
staircases and windows. The manufacturing
process is different, but the processes have
been developed to minimise wastage, source
raw materials responsibly and produce quality
products that are made to last.
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Circular business models
Our business units are investigating
and trialing different circular
business models. They fall into
a number of categories.
1. Products as a service
Chadwicks’ Sam Hire brand provides high
quality construction equipment on a rental
basis to customers in the ROI. At any one
time it has approximately 6,500 pieces of
equipment from diggers, dumpers, generators,
scissor and material lifts to concrete cutting
saws. The operation has expanded from 15
branches to approximately 23 branches over
the past nine years and a new hire department
opening is planned for the Chadwick’s Gorey
branch in 2025. Two to three team members
run the operation in each branch providing
rental and maintenance services. TG Lynes
also operate a plant rental service. In 2024
Selco launched a partnership with HSS Hire
to offer customers tool and equipment rental
options from their stores. As of February 2025,
19 Selco stores offer the HSS rental service.
2. Sale of spare parts
For IKH the spare parts and rental offerings
have been central to its business model for
over 20 years. Spare parts are offered for
tools, large machinery and more than 2,000
tractor models which are either purchased
from suppliers or farmers and companies
that sell second hand parts. Maintenance and
repairs of rental products are performed in-
house, maximising the life of each product.
3. Take-back schemes
Selco is currently conducting a phased rollout
period for pallet collection across eight
branches. This involves sending old pallets to
be repaired and reused from multiple locations
using a third-party. This is a pilot project to
centralise the repair process at one location.
Selco employs a similar process with plastic
wrap, where each branch sends any clear
plastic wrap to a central distribution center
for further sale. This process ensures
that all plastic wrap is recycled rather
than sent to landfill.
Our Netherlands businesses, Isero and Polvo
have a strong focus on battery recycling and
tool repairs. Both businesses have collection
points in every branch for customers to take
used batteries, which are collected by a third
party and recycled. Polvo offer a service where
customers take tools to their local branch, and
they have the option to be repaired instead of
being taken to landfill.
4. Repair & maintenance
Isero are innovating in the refurbishment
space by working with one of their value chain
partners on a sanitary ware refurbishment
scheme collecting, refurbishing and reselling
certain products and working to calculate the
associated GHG emissions savings.
Water management
Water is not a material issue within
Grafton’s operations as the branches and
manufacturing facilities are not large users
of water. However, Grafton is monitoring its
water usage to ensure that this resource is
used as efficiently as possible.
Biodiversity
There are various initiatives in place
across the Group that are designed to
address biodiversity as well as other
environmental issues.
Branches work to support and promote
biodiversity at a local level. Chadwicks for
example is a member of the All Ireland
Pollinator Plan implemented by the National
Biodiversity Data Centre. As part of this
membership biodiversity projects are
introduced to stores during refurbishments.
The timber sourcing programme is
promoting responsibly sourced timber
including internationally recognised
certification which are tackling
deforestation. We have a commitment to
work with our aggregate suppliers to ensure
that all extraction sites have restoration
plans in place. CPI Euromix has engaged
with all of its quarries on this topic.
Pollution
Grafton’s manufacturing businesses have
policies and procedures in place to monitor,
manage and minimise any emissions
associated with the manufacturing process.
CPI Euromix has ‘baghouse’ technology on
all sites which collects dust, and removes
particulate matter and harmful gases from
the manufacturing process. StairBox uses
a bag filter to collect and store dust in a silo
which is regularly maintained.
There are alarms installed to alert the
teams in the case of a breach of the limits
as well as a response plan in place. For
the distribution businesses, air quality
management associated with the fleet
is important. Selco have invested in CNG
fuelled vehicles in metropolitan areas as
they emit lower amounts of particulate
matter than standard diesel fuelled vehicles.
Additional environmental disclosures
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Social disclosures
Social
disclosures
S1 Own workforce
Our colleagues are integral to our success as a business and we are
committed to fostering an environment where everyone can thrive.
Our people strategy prioritises wellbeing, inclusivity, and professional
development and is supported by comprehensive policies.
The Group HR Director, along with HR leaders in each business unit, ensure the effective delivery and promotion of our people strategy and
colleague engagement initiatives across each of our businesses. The Group-wide HR forum serves as a platform to collaborate and share
best practice, and monitors key metrics to ensure continuous improvement.
Overview and Action taken on policy areas in 2024
Topic Policy/Approach Metrics/Targets
Colleague engagement
• Colleague engagement surveys
• Workplace forums
• Non-Executive Director engagement
• Colleague engagement platforms
• Speak Up Policy
Engagement surveys at least every two years.
Equality, equity,
inclusion & diversity
• Group Equality, Equity, Diversity, and
Inclusion Policy
Alignment with FTSE Women Leaders Review
on gender diversity and the Parker Review on
ethnic diversity.
Year-on-year increase in the number of females
across all levels in our businesses.
Percentage increase in the number of females
in a defined senior management group.
Colleague health,
safety and wellbeing
• Health and Safety Policy
• Wellness at Work Policy
Lost time injury frequency rate.
Lost time injury severity rate.
Training and Development
• BU-specific development opportunities,
such as apprenticeship, training
programmes, mentorship, and career
advancement resources
Average hours of training per colleague annually
which is measured at business unit level.
Pay Benefits and Rewards
• BU specific reward incentives to promote
commitment and reward achievement
Compliance with future EU pay transparency
legislation.
All colleagues receive at least one per cent
above the local national minimum wage.
ESRS
• S1: Own workforce
• S2: Workers in the value chain
• S4: consumers and end users
Strategy linkage
• People
• Customer and Product
• Ethics
UN SDG
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Colleague engagement
The success of our business is closely
aligned with our corporate culture and the
contribution and commitment of each of our
colleagues. We recognise the fundamental
importance of colleague engagement and
talent management to the future growth of
the Group.
We seek to ensure that all colleagues are fully
engaged in their work and with the workplace.
We encourage their active participation in
decision-making processes.
Workplace forums, such as works councils
and colleague committees, serve as platforms
for discussing important work-related matters.
These forums allow colleagues to present
ideas and questions to business leaders
who consider their viewpoints and concerns.
The forums aim to foster trust and confidence
between colleagues and the Company and play
a significant role in our engagement strategy
and diversity strategies.
Colleague engagement surveys provide
us with valuable insights into colleague
satisfaction and sentiment. Colleagues
across our business can participate in formal
engagement surveys at least once every
two years. Survey results are shared with
management teams and colleagues, and
local action plans are developed to improve
engagement. The results and action plans are
discussed with business unit management,
and turnover and retention rates are
continuously monitored. The engagement
survey results are also shared with the Board.
Non-Executive Directors attend colleague
forum meetings at larger businesses in the
UK and Ireland at least once a year, allowing
them to gather the views of colleagues
and learn about their businesses directly.
The Non-Executive Directors then share
this information with the Board, providing a
colleague perspective to assist in decision-
making and considering the views of this
important stakeholder group. Where directors
cannot attend due to language barriers,
a summary of the discussion is provided.
Grievance Process
Formal grievance and disciplinary procedures
across all our businesses serve to protect
colleagues’ interests and ensure grievances in
the workplace are addressed objectively and
provide an effective resolution of colleague
concerns. Our aim is to handle grievances
promptly and fairly to maintain a positive
workplace environment and to prevent
issues from escalating.
Our SpeakUp reporting service, managed
by a third party, allows colleagues to report
concerns confidentially and anonymously.
Confidential Feedback
All our businesses have grievance and
whistleblowing processes, including the
SpeakUp reporting service, described in further
detail on page 82, ensuring that colleagues
have a facility for anonymous reporting and
protection against retaliation. SpeakUp reports
are documented and reviewed, with an annual
summary presented to the Audit and Risk
Committee.
Social Bargaining, Collective
Bargaining and Freedom of
Association
We respect the right to freedom of association
and collective bargaining for all our colleagues
and maintain a neutral stance regarding
their choices to join or not join a trade union.
Colleagues are entitled to representation by
trade unions or other elected representatives,
in line with local regulations.
Equality, equity, inclusion
& diversity (EEDI)
We strive to create a workplace where
everyone feels valued, respected, and
empowered to contribute. The Board receives
regular updates on the progress of our equality
and diversity initiatives. Our Group-wide EEDI
policy ensures a consistent approach across
the entire business. Diversity and Inclusion
working groups assist our businesses to
foster an inclusive culture. Our objective is
to maintain a workforce that represents the
communities in which we operate.
All our colleagues are expected to support
diversity, promote fair and respectful
treatment of everyone, challenge unacceptable
behaviours and must comply fully with all
legislation relating to equality and diversity
in their location.
Recruitment process ensures
no discrimination
We have objective and robust processes
for recruitment and selection in each of
our businesses and we monitor diversity
at each stage of the process.
Actions to prevent workplace
harassment
Each of our businesses has a Dignity at Work
Policy to help colleagues identify potential
bullying and harassment and to provide
them with resources to address these issues
should they arise. In our UK businesses, we
have implemented measures to ensure all
stakeholders are informed of our policy of
zero tolerance on third party harassment.
Support for vulnerable groups
Many of our businesses have specific
women’s groups and inclusion networks to
ensure that the views of all colleagues are
captured and to drive our diversity agenda.
Our businesses support and leverage the
expertise of a wide range of organisations
focused on increasing equality, diversity, and
inclusion. Grafton is a signatory to The Social
Mobility Pledge, and is also a member of
the Valuable 500. CPI Euromix is a platinum
member of Women into Construction which
promotes gender equality in construction. All
our businesses in the UK and Ireland have at
least silver status with the National Centre for
Diversity, with Woodie’s attaining gold status.
Actions to promote diversity
in leadership
We were very pleased to increase the
number of women in leadership from
13.0 per cent to 15.0 per cent in 2024.
This progress reflects our commitment to
fostering an inclusive workplace that values
diverse perspectives and promotes equal
opportunities for all colleagues. We have
implemented recruitment strategies to attract
a diverse pool of candidates. Additionally,
our benefits programs have been expanded
to support work-life balance and wellbeing.
Our inclusion networks and colleague forums
offer opportunities for employees to actively
contribute to our diversity initiatives.
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Social disclosures continued
Own workforce continued
Actions to promote the inclusion
of colleagues with disabilities
We are committed to fostering an inclusive
and safe workplace. We make necessary
adjustments to our physical environment to
support colleagues with disabilities, ensuring
that all colleagues can work in a secure and
accessible setting. We are committed to
ongoing improvement in this area, ensuring
that our workplace complies with health and
safety regulations and promotes inclusivity
and accessibility. Initiatives include:
• Accessibility improvements: Upgrading
our facilities to include automatic doors,
and accessible restrooms, ensuring ease
of access for colleagues with mobility
challenges.
• Ergonomic workstations: Customising
workstations to meet the specific needs
of colleagues with disabilities, promoting
comfort and reducing the risk of injury.
• Assistive technology: Investing in
technologies, on our external websites to
support users with visual impairments.
Monitoring equal pay
Monitoring pay rates among colleagues is
an important step to ensure that everyone is
fairly rewarded for their work and contribution
to our business. We continuously review
ways to address any differences in pay and
work hard to support career development and
progression for all colleagues.
Our businesses in the UK and Ireland that are
in scope for gender pay reporting under local
legislation publish their gender pay reports on
their websites. The Group also reports gender
diversity data under the FTSE Women Leaders
Review and the Parker Review.
We were pleased to have improved our ranking
amongst the FTSE 250 from 101 to 90 in the
2024 FTSE Women Leaders Review.
Total colleagues
Total headcount at the year end
10,003
Breakdown by Country
United Kingdom
4,016
Ireland
3,133
Netherlands
1,635
Finland
432
Spain
787
The data below includes colleagues employed in Ireland, the UK, the Netherlands and Finland.
Colleagues by contract type
†
Permanent
95%
Temporary
5%
Full-Time
76%
Part-Time
24%
Colleagues by gender
†
Male
72%
Female
28% Δ
74
Grafton Group plc

Colleagues by age
†
<30 22%
30-50 47%
>50 31%
Gender distribution in management
†
2024 2023
Number % Number %
Board of Directors
Female
3 38% 3 33%
Male
5 62% 6 67%
Group Management Team (GMT)
Female
2 40% 1 20%
Male
3 60% 4 80%
Senior Management
Female
10 32% 33 28%
Male
21 68% 84 72%
Management
Female
76 15% ∆ 68 13%
Male
432 85% 456 87%
Accounting Principles
The data above includes the members of the Board of Directors of Grafton Group plc, the GMT, Senior Management and Management
as at 31 December 2024 and 31 December 2023.
The membership of the Board and the GMT is set out on pages 82 to 83 and 84 respectively.
’Senior Management’ is the group reported for the purposes of the FTSE Women Leaders Review. In 2024 and for future years this
comprises the GMT and their direct reports. In 2023 this was based on a wider group of colleagues.
’Management’ comprises the GMT, certain Group leadership roles, Business Unit CEOs and their executive committees, regional
managers and branch managers across the Group and is the population captured in the diversity element of the 2024 annual bonus
for Executive Directors.
CEO total remuneration metrics
The table on page 120 shows the ratio of
the CEO’s total remuneration to the lower,
median and upper quartile full-time equivalent
remuneration of the Group’s UK colleagues.
Pay Benefits and Rewards
We take a comprehensive approach to
pay, benefits and reward to ensure that all
colleagues feel valued and motivated. We
offer a range of rewards and recognition
programmes to celebrate colleague
achievements and milestones. We
continuously assess the evolving needs
of our workforce and regularly update our
compensation and benefits policies. Our
benefits package includes health insurance,
retirement plans, and wellness programmes.
Our policy is that all colleagues receive at
least one per cent above the local national
minimum wage. Our businesses operate
either in the UK or the EU, and the countries
in which we operate either have a statutory
National Minimum Wage or our colleagues
are covered by a Collective Agreement which
determines minimum pay levels for the
sector. In countries where there is a statutory
National Minimum Wage, we define the wage
benchmark for our colleagues to be National
Minimum Wage +1%.
We are working with our businesses to
ensure compliance with forthcoming EU
pay transparency legislation.
Social protection
We are committed to supporting our
colleagues through various life events that may
impact their income. Our benefits programmes
are designed to provide financial security
and peace of mind. We provide safeguards
against income loss due to major life events
including loss of income due to sickness,
unemployment, workplace injury and acquired
disability, parental leave and retirement.
All our businesses operate within the EU or
the UK and all colleagues are covered by
at least the statutory minimum payments
for sick pay, redundancy pay, parental leave
and redundancy payments. Many of our
businesses also provide enhancements to
these benefits.
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Strategic
Report

Social disclosures continued
Own workforce continued
Training and development
We invest in continuous learning and
development opportunities for our workforce
to enhance skills and career growth and offer
equal access to development opportunities,
such as apprenticeship, training programmes,
mentorship, and career advancement
resources. We review our talent and succession
plans regularly to address disparities,
reinforcing our commitment to ensuring
fairness and equality in career progression.
We keep up-to-date records on recruitment,
training and promotion that provide a
transparent view of opportunities for
colleagues and their progression.
Colleague health and safety
We believe nothing we do is so urgent that we
cannot do it safely. We remain committed to
doing everything we can to ensure that our
colleagues, customers, and business partners
return home safe and well each day, and we
continue to embed health and safety into our
everyday business practices.
Safety, Health, and Environment (SHE) teams
in each of our businesses integrate health
and safety planning into business plans and
ensure risk assessments reflect the reality of
existing operations as well as new projects.
Local management teams lead their health
and safety agendas, while receiving guidance
and support from the Group Safety, Health and
Environment Director.
Each business is subject to regular health and
safety audits, including branch compliance
checks by internal teams in the businesses,
external enforcement officer inspections, and
higher-level reviews by the Group Internal Audit
and Business Risk team. These measures
support and drive a continual health, safety,
and wellbeing improvement plan.
We encourage all colleagues to actively
contribute to our health and safety
management by raising concerns and making
suggestions. This is facilitated through a
combination of day-to-day management,
focus groups, team meetings, our ’Notify’
Safety Management System and the Group
Risk Committee.
Near miss reporting across the Group has
increased by 90 per cent from 2021 to
2024 as colleagues at all levels have taken
positive steps to report concerns or near miss
incidents, helping to eliminate or reduce the
risk of recurrence.
2024 saw a continued reduction in injury
severity as a result of our focus on the key
health and safety priorities around the Group.
The individual activities and initiatives in each
business varied across our sectors according
to local requirements but the key priorities
remain centred around:
• Keeping pedestrians safe from moving
vehicles;
• The safe handling and storage of products,
including safe working at height; and
• Ensuring safe customer deliveries on site.
Maintaining the engagement and involvement
of all colleagues in their individual workplaces
with these key priorities and their own local
initiatives is imperative to assist us in keeping
people safe.
In 2024, the Group Lost Time Injury Severity
Rate has reduced by a further six per cent
versus 2023 while the Lost Time Injury
Frequency Rate increased by one per cent.
During the period 2021 to 2024, the Lost Time
Injury Severity Rate has reduced by 35 per
cent and the Lost Time Injury Frequency Rate
has reduced by 13 per cent.
Visible felt leadership of health and safety
across all levels of supervisors and managers
in our businesses will be a fundamental focus
in 2025 to positively recognise colleagues
doing the ‘right thing’ and to reinforce the
correct behaviours where necessary.
2024
2023
2022
2021
1.00
0.92
0.86
0.87
2024
2023
2022
2021
0
0.26
0.19
0.18
0.17
Lost Time Frequency
†
Lost Time Injuries/100,000 hours worked
0.87
Lost Time Severity
†
Working Days Lost/2,000 hours worked
0.17
Accounting Principles for
health and safety
Health and safety metrics covers
all colleagues, excluding colleagues
from Salvador Escoda.
Lost time injury frequency rate refers
to the number of work-related injuries
resulting in lost working days per
100,000 hours worked.
Lost time injury severity rate refers
to the number of lost working days
due to a work-related injury per 2,000
hours worked. Days lost are calculated
from the first full day to the last,
counting 5 days per week regardless
of individual contracted working hours.
Colleague wellness
We believe in supporting the physical, social,
emotional and financial aspects of our
colleagues’ wellbeing. Our Wellness at Work
Policy outlines our strategy and provides a
baseline standard across all our businesses.
We provide health benefits and sick pay
to ensure our colleagues stay fit and are
supported during times of ill health. We
also offer colleague assistance to support
colleagues dealing with personal or work-
related problems that might affect their job
performance, health, and wellbeing. This
benefit provides confidential support and
counselling services to our colleagues.
We ensure a safe and pleasant work
environment, provide mandatory health and
safety and job-specific training, and offer work
breaks and holidays, along with free hot and
cold refreshments. We offer communal spaces,
recognise key life events, and support paid
volunteer days and locally approved charities.
We encourage all our businesses to view
wellness through a diversity, equality and
inclusion lens to ensure we are being
equitable and fair with support that can affect
colleagues’ health and financial outcomes.
Our CEO Mental Wellbeing Statement,
which is available on our Group website,
www.Graftonplc.com, sets out our leadership
approach to colleague wellbeing which
underpins colleague engagement and is
to the benefit of our business and all our
stakeholders. It is important that we all show
care and respect for each other, support
work-life balance and that our businesses
provide the tools and resources to support
our colleagues.
76
Grafton Group plc

Supply chain risk management is a top
priority for the Group, and we understand
the importance of effective management of
the environmental and social impacts in our
supply chain.
Our businesses source products from a range
of suppliers including:
• Branded building materials manufacturers
• Branded raw materials suppliers
• Own brand suppliers
• Distributors and agents
• Suppliers engaged through buying groups.
Our due diligence process allows us to
have visibility of whether our suppliers have
effective processes in place to manage their
environmental and social impacts including
strong working conditions for those involved
in the manufacture of the products we sell.
In 2024, we selected EcoVadis to support us
in gaining greater transparency in our supply
chain management and ensure our suppliers’
standards follow best practice.
Policies
The Grafton Group Code of Business Conduct
and Ethics sets out our expectations for
colleague conduct with suppliers.
The Grafton Group Supplier Code of Conduct
sets out our expectations for suppliers
covering legislative compliance, human rights,
environmental sustainability and business
practice. The Code has been published in
multiple languages and on business unit
websites. This has been approved by the
Procurement Board and the Group CEO.
These Codes are reviewed every two years
or sooner if significant changes occur.
Supply chain due diligence
We have continued through 2024 to work with
Exiger on our supply chain risk management.
We work with Exiger to send due diligence
questionnaires to large suppliers covering a
range of environment, social and governance
topics. The system also screens suppliers
against sanctions lists to identify adverse
media findings (further information about
this process can be found in our 2024
Modern Slavery Statement which is available
at www.grafonplc.com).
At the end of 2024, 84 per cent of suppliers on
the risk management system have completed
the assessment which has increased from
81 per cent at the end of 2023. In 2022 to
2024 there have been 40 screening reports
which flagged concerns and have been raised
and resolved by the relevant business unit in
partnership with the supplier in question.
However, in 2025 we are updating our due
diligence process through our work with
EcoVadis. EcoVadis is a globally recognised
sustainability rating agency conducting
assessments based on international
sustainability standards to assess our
supply chain partners.
Our due diligence process is designed to
identify and mitigate risks within our supply
chain. Each of our business units manages
their own sourcing process.
Suppliers will be uploaded onto the EcoVadis
IQ+ Platform where it will be assigned a
sustainability risk.
Based on this risk suppliers are engaged on
key actions to mitigate risks. Supplier risk and
performance will be monitored and reviewed.
In addition to the EcoVadis process we have
mechanisms in place to identify concerns
which include supplementary adverse media
screening, the SpeakUp whistleblowing
service which allows stakeholders to report
any concerns confidentially to an independent
party with safeguards in place. We also
encourage open dialogue between suppliers
and our commercial teams.
Some business units have enhanced due
diligence processes for key suppliers which
can include auditing of manufacturing
facilities. For example in 2024 Selco started
working with Surity for their direct sourcing
programme. Surity carry out detailed
compliance and sustainability assessments
on and improvement programmes with each
factory that they work with covering ethical,
environmental, safety and quality issues.
Adverse Impacts identified through our due
diligence process will be monitored, tracked
and escalated where necessary.
Value chain worker engagement
Engagement of value chain workers is a key
element of the EcoVadis rating process that
suppliers will be assessed against.
Value chain worker channels
Our SpeakUp channel is available for all
suppliers to share concerns.
Severe human rights abuses
None have been reported or identified
through screening.
Resourcing invested in programme
Given the importance of supply chain
management and due diligence this is
an important area of investment.
We invest resources in our risk management
and screening platforms, sustainability,
procurement, analyst and audit resource
in the Group and Business Unit Functions.
S2 Workers in the value chain
Accounting Principles
All information from suppliers, including
assessment responses and evidence,
is held on the risk management
system and used to determine
assessment completion rates. This
metric has been circulated monthly to
relevant colleagues for visibility and
transparency, The system also holds
information on adverse media findings,
where it frequently scans online public
sources for mentions of our suppliers in
a negative light.
77
Annual Report and Accounts 2024
Corporate
Governance
Sustainability
Statement
Financial
Statements
Supplementary
Information
Strategic
Report

Social disclosures continued
S4 Consumers and end-users
As a distributor of building materials and
retailer in the DIY space ensuring we engage
our customers effectively, listen to their ideas
and concerns and respond appropriately is
critical to our commercial success.
Our customers include:
• SMEs involved in Repair, Maintenance and
Improvement (RMI)
• Large private sector customers involved in
the construction industry
• Public sector organisations
• DIY customers
Our business units engage with customers in
a range of different ways such as:
• Customer service teams
• Customer surveys
• Customer insight programmes
• Product return processes
• Face to face conversations in branch
Our business units use these insights to
develop their customer propositions.
Impact area and disclosure
Product safety and quality
Product safety and quality processes of our
manufacturing businesses are incorporated
in the resource use and circular economy
information on page 70.
Beyond this our distribution and retail
businesses have approaches tailored to their
product and supply mix. These processes
include contractual arrangements with
suppliers to ensure products meet appropriate
standards, product recall processes and
procedures should a concern arise, technical
manuals covering products specifications,
safety and quality standards as well as
product testing regimes for certain product
categories.
Health & safety of customers
in our branches
The Group health and safety policy and
approach covers our customers in branch.
Further detail on our approach to health and
safety is set out on pages 50 and 76.
Privacy & data security IT
& cyber security
Our approach to privacy and data security
is set out on page 80.
Community
Grafton’s business units operate in a diverse
range of communities and many of our
colleagues come from these communities.
It’s incredibly important to act as a good
neighbour and use our skills and experience
to help those in need.
Colleagues care deeply about supporting
community programmes through
volunteering, fundraising and donating, and in
the challenging economic circumstances as
a business we are proud to have contributed
over £1.2 million to communities in 2024,
exceeding our target of 0.6 per cent of
adjusted operating profit ∆, and to have
raised a further £815k through colleague
and customer fundraising.
The contribution by the Group to
communities is made up of:
• Volunteering time by our colleagues paid
for by the business for a host of activities
which could include everything from
supporting local schools, refurbishing
buildings, skills training and fundraising.
• Monetary donations from the business
to local community groups, usually voted
for by our colleagues. These can take the
form of donations and matched funding
for colleague fundraising activities.
• In-kind donations which includes
materials donated at a local level to
support the refurbishment of buildings
and services such as marketing, press
and print needed to raise awareness of
the organisations and issues.
Total donated by Grafton via
volunteering, materials, sponsorships
and cash donations
>£1.2m
Total donated by customers and colleagues
>£815k
Additional social disclosures
†
78
Grafton Group plc

Governance
disclosures
G1 Business Conduct
To deliver our business and sustainability goals we underpin our strategy
with robust governance processes, strong policies and procedures, effective
training and awareness, responsible sourcing and responsive management
of risk and opportunities.
Governance
T
Sustainability governance is integrated into
Grafton’s overall governance structure as
outlined on page 86.
The Board of Directors has ultimate
responsibility for sustainability governance.
Sustainability was discussed in depth at
two Board meetings during the year and
an update was shared by the CFO at every
meeting. Topics covered in 2024 included
climate change, supply chain due diligence,
sustainability legislation, progress, plans
and reporting.
The Audit and Risk Committee is responsible
for overseeing and monitoring the Group’s risk
management systems and the steps taken to
mitigate key risks, including sustainability and
climate change.
The Executive Sustainability Committee
(’ESC’) was established in 2023 to develop
and implement the Group’s sustainability
strategy subject to approval and ultimate
oversight by the Board. Its role is to ensure that
sustainability considerations are appropriately
embedded into the wider business strategy
and commercial decision-making process,
and that sustainability opportunities and risks
have been identified and that measures are
scheduled to capitalise on opportunities and
mitigate risks.
The ESC comprises the Group CEO, Group
CFO and Group Head of Sustainability as
well as Business Unit leadership. It met three
times in 2024.
Sustainability and climate risks and
opportunities are assessed and reviewed
by the Group Risk Committee (GRC) which
is described in further detail on page 44.
The GRC evaluates each of the Group’s
material risks, including sustainability and
climate change, to confirm that the risk is
appropriately described and prioritised, and
that the current mitigating controls and
actions are sufficient to manage the risk within
the Group’s appetite.
The Sustainability Working Group is led by the
Group’s Head of Sustainability and includes
functional heads with expertise in property,
people, environment and ethics. The Working
Group is responsible for facilitating actions
to help the Group and individual businesses
implement the sustainability strategy,
and respond to the identified climate risks
and opportunities.
The Group Sustainability Strategy and
climate programme is being implemented
by the individual business units. The CEOs
of those businesses are responsible for
implementing and managing their own
sustainability and climate change programme
which is consistent with the Group’s overall
strategy. Each business has formed its own
sustainability committee or working group to
monitor and manage its sustainability actions.
The Group Head of Sustainability had regular
meetings during the year to discuss progress
and share good practice with the teams in
the business units. In addition, a number
of cross-business network forums have
been established which discuss specific
sustainability topics including property, people,
and transport.
In 2024, the bonus scheme for the CEO
and CFO included elements linked to the
achievement of sustainability targets including
reduction in Scope 1 and 2 GHG emissions
and gender diversity in leadership.
Ethical business practices
and human rights
The Group Code of Business Conduct
and Ethics, which is available on
www.graftonplc.com, reflects our
responsibility to uphold high standards of
ethics and integrity, and it sets the standard
of behaviour which colleagues, contractors,
agents and businesses are expected to follow.
The Code and associated policies are the
subject of mandatory training courses which
are accessed by colleagues through the
Group’s online learning management systems.
Compliance rates are recorded and reported
to the Group Risk Committee and Group
Internal Audit who perform testing to confirm
compliance with key aspects of the Code and
Group policies as part of annual reviews. The
mandatory training courses are expected to be
completed by colleagues within the first three
months of joining the Group, and then retaken
on a regular basis (either annually or every two
years depending on the course).
Overall compliance rates for the completion
of mandatory training courses by colleagues
across the Group have improved in 2024
although remain below the target level of
95 per cent:
2024 2023
Business
Conduct and
Ethics 92.44%
†
85.92%
Information
Security
Awareness 89.23%
†
77.63%
Regulatory
Compliance 91.59%
†
86.85%
Governance disclosures
ESRS
• G1: Business conduct
Strategy linkage
• Ethics
UN SDG
79
Annual Report and Accounts 2024
Corporate
Governance
Sustainability
Statement
Financial
Statements
Supplementary
Information
Strategic
Report

Accounting principles
Colleague compliance with the
requirement to complete three online
Group Mandatory Training Courses
is monitored and reported against.
The requirement is for new starters
to complete the training within three
months of joining and then renew as
required by the course in question.
The target for compliance is 95 per
cent. The Scope is colleagues of all
Group companies and Group Head
Office at 31 December for each year
and 2024 figure excludes Salvador
Escoda colleagues.
Data is taken from the Learning
Management System of the Individual
Business Unit and collated at Group.
Compliance is expressed as a
percentage of total number of colleagues
allocated the course and classed as
compliant divided by total number of
colleagues allocated the course.
SpeakUp
Colleagues are encouraged to report any
concerns they have to their line manager
including anything of an ethical business
nature. In addition, the Group has an
established whistleblowing process in each
of its territories which will be rolled out in
Spain for Salvador Escoda in 2025.
The SpeakUp service allows colleagues
to report concerns confidentially to an
independent party with safeguards in place
to ensure cases are investigated fully and
prevent retaliation to reporters. Awareness
of the process is through colleague
training, business communications and
posters at each site. A link to the reporting
website is also included on the Group and
individual business unit websites. We also
encourage third parties, including customers
and suppliers to report any concerns of
wrongdoing by businesses or colleagues
through the service.
During 2024 there was a five per cent
decrease in the number of reports received
through the SpeakUp service compared to
2023 but this was still 54 per cent higher than
the number of reports in 2022 following action
taken by Group and businesses to improve
awareness of the service. 35 per cent of cases
were substantiated following investigation
and resulted in remedial action including
dismissal, disciplinary, re-training and
process improvement.
Privacy, data and cyber security
Grafton has continued to build on the progress
of previous years in respect of process
improvements and investment in information
technology to detect and protect our data
and systems. Both data protection and
information security are key areas of focus,
underpinned by comprehensive policies and
ongoing awareness campaigns to ensure
that all colleagues play their part in keeping
information safe and secure. Each business
has a cyber-attack incident plan setting out
the steps to react to and recover from a cyber
incident, and regular assessments are carried
out to identify and resolve vulnerabilities.
During 2024, a programme of activity to
improve cyber security across the Group,
which started in 2022, was completed. The key
controls implemented by this programme are
now subject to regular dashboard reporting
at a business level which is monitored by
the Group’s Information Security Steering
Committee.
Anti-Bribery and corruption
The Group Anti-Bribery and Corruption Policy
sets out the Group’s zero tolerance approach
to all forms of bribery and corruption, and
the standards expected of all colleagues.
It includes thresholds and approval
requirements for the offering and receiving of
gifts and hospitality to and from third parties
by colleagues, and requires that a declaration
of independence be signed annually by senior
management and other individuals who are
considered to be exposed to a higher risk
of conflicts of interest, including colleagues
with management roles and those with
responsibility for contract negotiations
with customers and suppliers. Colleagues
are made aware of the policy requirements
through mandatory training and awareness
videos. Compliance with the policy and the
management of potential conflicts of interest
is reviewed and tested by Group Internal Audit
through annual compliance audits.
Governance disclosures continued
Business Conduct continued
80
Grafton Group plc

Management of Grafton Group Plc
Scope
We have been engaged by Grafton Group plc
(“Grafton”) to perform a ‘limited assurance
engagement,’ as defined by International Standards
on Assurance Engagements, here after referred to
as the engagement, to report on Grafton’s selected
performance data and statements (the “Subject
Matter”) contained in Grafton’s (the “Company’s”)
Annual Report for the year ended 31 December
2024 (the “Report”).
The Subject Matter includes the following selected
performance data, which are also marked with a ∆△
symbol in the Report:
• 2024:
– Scope 1 and 2 greenhouse gas (GHG)
emissions (location-based) absolute
tonnes of carbon dioxide equivalent.
– Scope 1 and 2 greenhouse gas (GHG)
emissions (market-based) absolute
tonnes of carbon dioxide equivalent.
• 2024:
– Total number of female employees in
the continuing operations of the Group
divided by total number of employees in
the continuing operations of the Group,
expressed as a percentage.
– Total number of female Group
Management Team (GMT) members and
specified Group leadership roles to include:
Head of Sustainability, Group Health and
Safety Director, Group IT Director, Group
Risk Director, Business leaders and their
executive committees and the regional
and branch managers in the businesses
divided by total GMT and specified
Group leadership roles, expressed
as a percentage.
• 2024 target: At least 0.6% investment and/or
sustainability related fundraising (including
colleague time for paid volunteering,
sponsorship of community groups, gifts in
kind and cash donations, excluding colleague
and customer fundraising) as a percentage
of adjusted operating profit for the Group.
• 2024 landfill diversion rate: total tonnes of
waste diverted from landfill, divided by the
total tonnes of waste generated in operations.
Other than as described in the preceding
paragraph, which sets out the scope of our
engagement, we did not perform assurance
procedures on the remaining information included
in the Report, and accordingly, we do not express a
conclusion on this information.
Criteria applied by Grafton
In preparing the Subject Matter, Grafton
applied the Grafton’s publicly disclosed criteria
(the “Criteria”) that is available on the Grafton
website. Such Criteria were specifically designed
by Grafton to guide the measurement and
reporting of the Subject Matter. As a result,
the subject matter information may not be
suitable for another purpose.
Grafton’s responsibilities
Grafton’s management is responsible for selecting
the Criteria, and for presenting the Subject Matter
in accordance with that Criteria, in all material
respects. This responsibility includes establishing
and maintaining internal controls, maintaining
adequate records and making estimates that are
relevant to the preparation of the subject matter,
such that it is free from material misstatement,
whether due to fraud or error.
EY’s responsibilities
Our responsibility is to express a conclusion on
the presentation of the Subject Matter based on
the evidence we have obtained.
We conducted our engagement in accordance
with the International Standard for Assurance
Engagements Other Than Audits or Reviews of
Historical Financial Information (‘ISAE 3000
(Revised)’) and International Standard for Assurance
Engagements on Greenhouse Gas Statements
(‘ISAE 3410’), and the terms of reference for
this engagement as agreed with Grafton on
21 November 2024. Those standards require
that we plan and perform our engagement to
express a conclusion on whether we are aware
of any material modifications that need to be
made to the Subject Matter in order for it to be in
accordance with the Criteria, and to issue a report.
The nature, timing, and extent of the procedures
selected depend on our judgment, including an
assessment of the risk of material misstatement,
whether due to fraud or error.
We believe that the evidence obtained is sufficient
and appropriate to provide a basis for our limited
assurance conclusions.
Our independence and quality
management
We have maintained our independence and
confirm that we have met the requirements of
the Code of Ethics for Professional Accountants
issued by the International Ethics Standards
Board for Accountants and have the required
competencies and experience to conduct this
assurance engagement.
EY also applies International Standard on
Quality Management 1, Quality Management
for Firms that Perform Audits or Reviews of Financial
Statements, or Other Assurance or Related Services
engagements, which requires that we design,
implement and operate a system of quality
management including policies or procedures
regarding compliance with ethical requirements,
professional standards and applicable legal and
regulatory requirements.
Description of procedures performed
Procedures performed in a limited assurance
engagement vary in nature and timing from, and
are less in extent than for a reasonable assurance
engagement. Consequently, the level of assurance
obtained in a limited assurance engagement is
substantially lower than the assurance that would
have been obtained had a reasonable assurance
engagement been performed. Our procedures
were designed to obtain a limited level of assurance
on which to base our conclusion and do not
provide all the evidence that would be required
to provide a reasonable level of assurance.
Although we considered the effectiveness of
management’s internal controls when determining
the nature and extent of our procedures, our
assurance engagement was not designed to provide
assurance on internal controls. Our procedures
did not include testing controls or performing
procedures relating to checking aggregation or
calculation of data within IT systems.
The Green House Gas quantification process
is subject to scientific uncertainty, which arises
because of incomplete scientific knowledge
about the measurement of GHGs. Additionally,
GHG procedures are subject to estimation (or
measurement) uncertainty resulting from the
measurement and calculation processes used to
quantify emissions within the bounds of existing
scientific knowledge.
A limited assurance engagement consists of
making enquiries, primarily of persons responsible
for preparing the Subject Matter and related
information and applying analytical and other
appropriate procedures.
Our procedures included:
• Conducted interviews with personnel to
understand the business and reporting
process, as well as the process for collecting,
collating, and reporting the Subject Matter
during the reporting period
• Checked that the calculation methodologies
have been correctly applied in accordance
with the Criteria
• Undertook analytical review procedures
to support the reasonableness of the data
• Identified and tested assumptions supporting
calculations
• Tested, on a sample basis, underlying source
information to check the accuracy of the data
We also performed such other procedures as we
considered necessary in the circumstances.
Conclusion
Based on our procedures and the evidence
obtained, we are not aware of any material
modifications that should be made to the
Subject Matter as of 5 March 2025 for the
year ended 31 December 2024, in order for it
to be in accordance with the Criteria.
Use of our assurance statement
We disclaim any assumption of responsibility for
any reliance on this assurance statement or its
conclusions to any persons other than Grafton,
or for any purpose other than that for which it
was prepared.
Accordingly, we accept no liability whatsoever,
whether in contract, tort or otherwise, to any third
party for any consequences of the use or misuse
of this assurance statement or its conclusions.
Ernst & Young
5 March 2025
Dublin, Ireland
Independent practitioner’s assurance report
81
Annual Report and Accounts 2024
Corporate
Governance
Sustainability
Statement
Financial
Statements
Supplementary
Information
Strategic
Report

Board of Directors
Ian Tyler
Non-Executive Chair
Career
Ian Tyler joined the Board as Non-Executive Director on 1 March
2024 and assumed the role of Chair at the conclusion of the
AGM in 2024.
Mr. Tyler was appointed Group Finance Director of Balfour Beatty
plc in 1999, Chief Operating Officer in 2002 and Chief Executive
in 2005, a role he held until 2013. Mr. Tyler has previously been
Chair of Amey UK plc, Vistry Group plc, AWE Management Ltd,
Al Noor Hospitals Group plc, Cairn Energy plc and Affinity
Water Limited. He is a former Non-Executive Director of BAE
Systems plc, Cable & Wireless Communications plc, VT Group
plc and Mediclinic International plc.
Current External Appointments
Non-Executive Director of Anglo American plc and Synthomer
plc and Chair of BMT Group Ltd, a privately owned design and
technical consulting firm.
Board Length of Service
as at 5 March 2025
1.0 years
Eric Born
Chief Executive Officer
Career
Eric Born joined the Group and the Board as Chief Executive
Officer on 28 November 2022.
Mr. Born was previously Chief Executive Officer of Swissport
International AG, the leading global aviation services provider,
and Chief Executive of Wincanton plc, a leading provider of
supply chain solutions. He was formerly President, West
& South Europe of Gategroup, the global airline catering
provider, and prior to that he held a variety of senior roles in
the retail sector in Switzerland and the UK.
Mr. Born previously served as Non-Executive Director of Serco
Group plc and John Menzies plc.
Current External Appointments
None.
Board Length of Service
as at 5 March 2025
2.3 years
David Arnold
Chief Financial Officer
Career
David Arnold joined the Group as Group Chief Financial Officer
on 9 September 2013.
Mr. Arnold was Group Finance Director of Enterprise plc, the
UK Maintenance and Support Services business, from 2010
to 2013 and was Finance Director of Redrow plc, the house
builder, from 2003 to 2010. He previously held senior financial
positions with Six Continents plc, the hotels group and
Tarmac plc, the building materials company.
Current External Appointments
Non-Executive Director of Crest Nicholson Holdings plc,
a leading residential housebuilder operating in Southern
England and the Midlands.
Board Length of Service
as at 5 March 2025
11.5 years
Susan Murray
Senior Independent Director
Career
Susan Murray was appointed to the Board on 14 October
2016 and was appointed Senior Independent Director with
effect from 2 May 2024.
Mrs. Murray is a former Chief Executive of Littlewoods Stores
Limited and former Worldwide President and Chief Executive
of The Pierre Smirnoff Company, part of Diageo plc. She is
a former Chair of Farrow & Ball and a former Non-Executive
Director of Compass Group plc, 2 Sisters Food Group, Pernod
Ricard S.A., Imperial Brands plc, EI Group plc, Aberdeen
Asset Management plc, SSL International plc, Wm Morrison
Supermarkets plc and Mitchells & Butlers plc.
Current External Appointments
Non-Executive Director and Chair of the Remuneration
Committee of Hays plc, a provider of recruitment and human
resource services; and Senior Independent Non-Executive
Director of William Grant & Sons, a privately owned distiller
and distributor of premium spirits.
Board Length of Service
as at 5 March 2025
8.4 years
Board of Directors
N
F
F
R
A&R
N
82
Grafton Group plc

Vincent Crowley
Non-Executive Director
Career
Vincent Crowley was appointed to the Board on 14 October
2016.
In the course of a 24 year career with Independent News &
Media PLC, a leading Irish newspaper and media business,
Mr. Crowley held a number of leadership positions including
Chief Executive Officer and Chief Operating Officer and
member of the Board. Prior to joining Independent News &
Media PLC, he held senior roles in KPMG and Arthur Andersen.
Former Non-Executive Director of C&C Group plc.
Current External Appointments
Chair of Davy Stockbrokers, Ireland’s leading provider of
wealth management and capital markets services. Chair
of Altas Investments plc, an Irish company that holds
investments in infrastructure and related businesses.
Board Length of Service
as at 5 March 2025
8.4 years
Rosheen McGuckian
Non-Executive Director
Career
Rosheen McGuckian was appointed to the Board on
1 January 2020.
Dr. McGuckian is Chief Executive Officer of NTR plc, an
unquoted Irish company that acquires, constructs and
manages sustainable infrastructure assets.
Immediately prior to joining NTR, Dr. McGuckian was Chief
Executive Officer of GE Money Ireland, the consumer finance
division of General Electric.
Dr. McGuckian previously served as Non-Executive Director
of Green REIT plc, the Social Innovation Fund of Ireland, the
Irish Aviation Authority and the Strategic Banking Corporation
of Ireland.
Current External Appointments
Chief Executive Officer of NTR plc; Non-Executive Director
of Sicon Limited, the parent company of John Sisk & Son,
an international engineering and construction company.
Board Length of Service
as at 5 March 2025
5.2 years
Avis Darzins
Non-Executive Director
Mark Robson
Non-Executive Director
Career
Avis Darzins was appointed to the Board on 1 February 2022.
Ms. Darzins is a former Partner at Accenture in London where
she worked with many well-known national and international
brands in the retail and consumer products sectors.
Ms. Darzins has extensive experience of business change
in a variety of sectors including Director of Business
Transformation at Sky plc.
Ms. Darzins is a former independent consultant with EY. She
served as Non-Executive Director at Moss Bros Group plc until
the business was taken private in June 2020.
Career
Mark Robson was appointed to the Board on 1 December 2023.
Mr. Robson is a highly experienced former Chief Financial
Officer with a board level career in listed companies spanning
over two decades and experience, gained at a senior executive
level, of the manufacture and distribution of materials to small
builders through a national branch network.
Mr. Robson joined the Board of Howden Joinery Group Plc as
CFO in April 2005 and also served as Deputy CEO for his final
six years on the Board until his retirement in December 2021.
Prior to joining Howdens, Mr. Robson served for six years as
CFO of Delta plc, the international industrials group.
Current External Appointments
Non-Executive Director of Marshalls plc, the UK’s leading
manufacturer of landscaping products; Non-Executive
Director of Safestore Holdings plc, the UK’s largest self
storage company; Senior Independent Trustee and
Trustee Board member of Barnardo’s, the UK’s largest
children’s charity.
Board Length of Service
as at 5 March 2025
3.1 years
Current External Appointments
Non-Executive Director of Morgan Sindall Group plc, a leading
UK construction and regeneration group.
Board Length of Service
as at 5 March 2025
1.3 years
Committee membership key
R N
A&R
F
Audit and Risk
Committee
Remuneration
Committee
Nomination
Committee
Finance
Committee
Committee
Chair
A&R
N
R
A&R
N
R
A&R
N
R
A&R
N
R
83
Annual Report and Accounts 2024
Corporate
Governance
Sustainability
Statement
Financial
Statements
Supplementary
Information
Strategic
Report

Group Management Team
Our Group
Management Team
Eric Born
Chief Executive Officer
Career
Eric Born joined the Group and the Board as Chief Executive
Officer on 28 November 2022.
See biography on page 82.
Our experienced Group Management Team are committed to demonstrating our
strong culture, purpose and values and to promoting the long-term sustainable
success of the Group for the benefit of all of our stakeholders.
Stephen Hunter
Group Corporate
Development Director
Career
Stephen Hunter joined Grafton on 1 January 2018 after
relocating from London to Dublin. Stephen has over 10 years’
experience in corporate finance, having previously worked at EY
and a boutique corporate finance firm in London. Stephen has
been involved with every acquisition since joining Grafton and
is also involved in the strategic initiatives across the Group.
Paula Harvey
Group HR Director
Career
Paula Harvey joined the Group in January 2013 as the HR
Director for a large collection of our UK businesses and was
later promoted to Group HR Director. Paula has previously
worked with international and UK organisations across the
complete spectrum of HR roles in several different business
sectors and has also spent several years running her own
consulting business.
David Arnold
Chief Financial Officer
Career
David Arnold joined the Group as Group Chief Financial Officer
on 9 September 2013.
See biography on page 82.
Susan Lannigan
General Counsel and Company
Secretary
Career
Susan Lannigan joined Grafton in April 2015 as Deputy
Company Secretary and was appointed General Counsel and
Company Secretary in July 2024. Susan leads Grafton’s legal,
company secretarial and communications functions.
Susan qualified as a solicitor in 2009. Prior to joining Grafton
she held legal and company secretarial roles in private
practice and in the financial services industry.
84
Grafton Group plc

38%
62%
2
5
1
5
2
1
2
5
1
Directors’ Report on Corporate Governance
Chair’s Introduction
Governance at a glance
Dear Shareholder,
On behalf of the Board, I am
pleased to present our Corporate
Governance Report for the year
ended 31 December 2024. This
report summarises our corporate
governance framework including
how we apply the principles and
provisions of the UK Corporate
Governance Code (“the Code”).
Board activity
The Board balances its agenda to ensure it
covers all performance, operations, strategic
and governance matters. The typical board
agenda includes the following matters:
General matters: minutes, matters arising
and reports from the Chairs of the Board
Committee, governance, legal and regulatory
matters.
Performance and operations: updates on
trading, financial performance and operations,
along with updates from key group functions
such as Health and Safety, HR, Internal Audit
and Risk, Investor Relations and Sustainability.
Corporate development strategy: allocation
of capital for organic growth and acquisitions;
strategic development of Group; acquisition and
growth opportunities in new and existing markets.
Board composition
Grafton has a strong Board that drives
strategy, performance and growth of the
business. The membership of the Board
reflects a diverse range of backgrounds,
education, cultures, expertise, perspectives
and business experience including executive
and non-executive director experience of the
distribution sector.
In line with the Group’s policy, all Directors
will retire and seek re-election at the 2025
AGM. As noted in the Nomination Committee
Report, each Director continues to perform
effectively and has demonstrated a strong
commitment to the role and I strongly
recommend that each of the Directors going
forward is elected/re-elected at the AGM.
Male
Female
Board gender diversity
The Board is committed to promoting diversity
and supports the recommendations of the
FTSE Women Leaders Review on gender
diversity and the Parker Review on ethnic
diversity. Female representation on the Board
is 38 per cent. I am pleased to report that
the Board meets the Parker Review target of
having at least one director from an ethnically
diverse background.
Board Committees
Each of our Committees continued to
perform very effectively during the year.
The reports from each Committee Chair
in this Report provide details on the key
duties, responsibilities and activities of each
Committee during the year.
Board evaluation
An externally-facilitated Board evaluation was
conducted during the year with support from
Gould Consulting. I am pleased to report that
the results demonstrate that the Board and
its Committees continue to operate effectively
and to a high standard of governance.
The findings and observations from this
external review are set out in more detail on
pages 92 to 93 and they will help to inform
and shape the Board’s priorities for the current
year.
Stakeholder engagement
Creating value and progress for all of our
stakeholders is a key aim of Grafton’s purpose
’building progress together’. Maintaining
strong engagement and clear communication
with our stakeholders is therefore an essential
part of our activities and our future success.
A summary of how we engage with our
various stakeholder groups is set out on
pages 10 to 11.
AGM
We look forward to welcoming shareholders to
our 2025 AGM which will be held at The Irish
Management Institute, Sandyford, Dublin 18
at 10.30am on Thursday 8 May 2025.
Ian Tyler
Chair
Board meeting attendance
>98%
Number of directors at the year end
8
Executive/Non-Executive Directors
Board independence
Executive
Non-Executive
Chair
Independent
Non-
Independent
Chair
UK
Ireland
Swiss
Board nationality
85
Annual Report and Accounts 2024
Corporate
Governance
Sustainability
Statement
Financial
Statements
Supplementary
Information
Strategic
Report

Corporate governance framework
The Group’s organisational structure is established and overseen by the Board and designed to enable us to operate to the highest standard of
corporate governance and facilitate effective decision making.
Board Committees
Board of Directors
TheBoardiscollectivelyresponsibleforthelong-termsuccessoftheGroup.ItsroleistoestablishtheGroup’s
purpose,valuesandstrategy,toprovideleadershipandmanagementoversightandtocreatesustainablevalue
takingaccountoftheinterestsofallitsstakeholdergroups.
ItisalsoresponsibleforoversightofthehealthandsafetyperformanceoftheGroupandforestablishing
aframeworktoassessandmanagerisk,includingsustainabilityandclimaterisk.
TheBoardisassistedbyBoardCommitteeseachofwhichisresponsibleforthemattersdelegatedbythe
BoardandsetoutinitsownTermsofReference.
Audit and Risk
Committee
Responsible for the oversight
of the Group’s financial
reporting and its systems of
risk management and internal
control; and monitoring the
effectiveness of the Internal
and External audit functions.
Remuneration
Committee
Responsible for ensuring
that Executive Directors are
incentivised to successfully
implement the Board’s strategy
and that remuneration is aligned
with the interests of shareholders
and other stakeholders over the
longer term.
Nomination Committee
Responsible for reviewing the
Board structure and ensuring
that it has the necessary
balance of skills, experience
and diversity to oversee and
deliver the Group’s strategy.
Finance Committee
Responsible for considering the
financing requirements of the
Group, amendments to the terms
of existing bank facilities, approval
of leases for assets other than
property up to a specified level
and litigation matters.
Read the Report of the
Nomination Committee
on page 98
Read the Report of the
Remuneration Committee
on page 102
Read the Audit and
Risk Committee Report
on page 94
Directors’ Report on Corporate Governance continued
Chief Executive Officer
The responsibilities of the Chief Executive Officer
are set out on page 91.
Group Risk Committee
The responsibilities of the Group
Risk Committee are set out in the
Risk Management section on
pages 43 to 45.
Business unit
management
Responsible for
implementing
the governance
and sustainability
programmes as set
out by the Board.
Executive
Sustainability
Committee
Supervises and makes
operational decisions in
relation to the Group’s
sustainability activities.
Read more about the
role of the Executive
Sustainability Committee
on page 79.
Group Management
Team
Supports the CEO in
executive management
of the Group. Members
of the GMT are set out
on page 84.
86
Grafton Group plc

Compliance with the 2018 UK
Corporate Governance Code
Grafton Group plc (“the Company”) is incorporated in Ireland and
is subject to Irish company law. Its Units (shares) are listed on the
London Stock Exchange and the Group is subject to the 2018 UK
Corporate Governance Code (“the Code”) for the 2024 reporting year.
This Report describes how the Company applied the principles and
met the provisions of the Code during the year.
1. Board Leadership and company purpose
Board meetings
The Board met on ten occasions during 2024, and the attendance of
individual directors at each meeting is set out in the table on page 91.
The Board also received updates on developments from management
between meetings as appropriate. The Board takes the major decisions
as set out in the schedule of matters reserved to it for decision, while
allowing management sufficient scope to run the business within a tight
reporting framework. The Group has arranged insurance cover up to a
specified limit in respect of legal actions against directors and officers.
Board committees
The Board is assisted by Committees that focus on specific
responsibilities as delegated by the Board. The Terms of Reference
of the Audit and Risk Committee, Remuneration Committee and
Nomination Committee are on the Group’s website. Membership
and length of service of Board Committees is shown within each of
the Committee reports. Ms. Rebecca McAleavey, Deputy Company
Secretary, is Secretary to the Audit and Risk Committee. Ms. Paula
Harvey, Group HR Director, is Secretary to the Remuneration
Committee. Ms. Susan Lannigan, General Counsel and Company
Secretary, is Secretary to the Nomination Committee and she also
supports the work of the Remuneration Committee and the Audit
and Risk Committee.
The Finance Committee is chaired by Mr. Eric Born, CEO and also
comprises Mr. David Arnold, CFO and Mr. David O’Donoghue,
Group Financial Controller. The Committee considers the financing
requirements of the Group, considers amendments to the terms
of existing bank facilities, approval of leases for assets, other than
property, up to a specified level and litigation matters.
The Board is briefed on key discussions and decisions by each
Committee Chair at the Board meeting following the relevant
Committee meeting.
The Disclosure Committee is a Management Committee comprising
Mr. Eric Born, Group CEO and Mr. David Arnold, Group CFO. The
Committee holds meetings as required to ensure the accuracy and
timeliness of compliance with the EU Market Abuse Regulation.
Company purpose, values and strategy
A description of the Group’s purpose of ’Building Progress Together’,
along with information about our core values and strategy is available
on pages 12 to 17.
Objectives and controls
The Group’s strategic objectives are set out on page 16 and a summary
of performance against the Group’s KPIs is at pages 26 to 28. The Board
also receives regular updates across a broad range of internal KPIs and
performance metrics.
The Group has a clear risk management framework in place as
described on page 43 to identify and manage the key risks to the
Group’s business.
Engagement
A description of how the Board engages with its stakeholders is set out
on pages 10 and 11.
Colleague engagement
The Board has established structures to provide for effective
engagement by the Board with the wider workforce. These include
confidential colleague feedback surveys, the results of which are
reported to the Board, and Non-Executive Director engagement with
colleagues through Colleague Forums.
Non-Executive Directors attended meetings of the Colleague Forums
with colleagues from the UK and Ireland during the year and also
reviewed feedback from colleage committees in the Netherlands and
Finland. The forums discussed a wide range of topics which included
training opportunities, wellbeing, diversity and inclusion, enabling
Non-Executive Directors to hear colleague feedback at first-hand and
to update the Board. The outcome of the meetings and the insights
provided helped inform the Board’s decision-making.
Business model and risks
The Group’s business model is set out on pages 20 and 21. The Risk
Management Report on pages 43 to 53 contains an overview of the
principal and emerging risks facing the Group and a description of how
they are managed.
Assessing and monitoring culture
The Board recognises the importance of communication and
engagement with the wider workforce as a means of assessing and
monitoring culture. Colleague Forums held during the year provided
opportunities for Directors to meet colleagues and enable their views to
be heard at Board level. The Board, via the Audit and Risk Committee,
receives and considers whistleblowing reports received on matters
raised through SpeakUp, the independent Group wide confidential
reporting service, and through reports and observations from Internal
Audit reporting. Colleague engagement is also monitored through
engagement survey results.
87
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Corporate
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Sustainability
Statement
Financial
Statements
Supplementary
Information
Strategic
Report

Directors’ Report on Corporate Governance continued
Shareholder engagement
The Company recognises the importance of regular dialogue and
communication with shareholders. Meetings are held with existing
and prospective institutional shareholders and the Group’s largest
shareholder principally after the release of half-yearly and annual
results. The Group also issued Trading Updates in January, May,
July and October of 2024.
Live audio conference calls for analysts and investors hosted by the
CEO and CFO were held via webcast on 7 March 2024 and 29 August
2024 following the announcement of the Final Results for 2023 and the
Interim results for 2024 respectively. Pre-recorded presentations for the
Final Results for 2023 and the Interim results for 2024 are available to
view or download at www.graftonplc.com. Significant or noteworthy
acquisitions are announced to the market.
The Group website provides the full text of all announcements
including the half-yearly and annual results and investor presentations.
As noted above, the Group also issues regular trading updates on the
performance of the overall Group and individual business segments.
While the Chair takes overall responsibility for ensuring that the views
of shareholders are communicated to the Board as a whole, contact
with major shareholders is primarily maintained through the CEO and
the CFO. The Chair and the Senior Independent Director are available
to meet with shareholders if they have concerns which have not
been resolved through the normal channels of CEO or CFO or where
such contacts are not appropriate. The Board receives feedback
from investors following meetings with management following the
announcement of the Final Results and the Interim Results and also
receives analysts’ reports on the Group.
All shareholders are invited to attend the AGM which provides an
opportunity for shareholders to put questions to the Chair, the Chair
of each of the Board Committees and Executive Directors and to
meet informally with Directors before and after the meeting. In 2024
shareholders were given the opportunity to attend the AGM either in
person or remotely and could raise questions during the meeting or
by way of a conference call facility.
The Company Secretary communicates with shareholders on corporate
governance matters, particularly in the lead up to the AGM and other
shareholder meetings. The Company Secretary and Deputy Company
Secretary held a governance roadshow for a number of major
shareholders prior to the 2024 AGM.
The Notice of the AGM, which specifies the time, date, place and the
business to be transacted, is sent to shareholders at least 21 days
before the meeting. The AGM is normally attended by all Directors. All
resolutions at the 2025 AGM will be decided on a poll in accordance
with the Articles of Association of the Company and in line with market
practice. In a poll, the votes of shareholders present and voting at the
meeting are added to the proxy votes received in advance and the
total number of votes for, against and withheld for each resolution
are announced. This information is made available on the Company’s
website following the meeting.
All other general meetings are called Extraordinary General Meetings
(‘EGMs’). An EGM called for the passing of a special resolution must
be called by at least 21 clear days’ notice. Provided shareholders have
passed a special resolution at the immediately preceding AGM and
the Company allows shareholders to vote by electronic means, an
EGM to consider an ordinary resolution may, if the Directors deem it
appropriate, be called at 14 clear days’ notice. In view of the Group’s
international shareholder base, it is the Board’s policy to give 21 days’
notice of EGMs unless the Directors believe that a period of 14 days
is merited by the business of the meeting and the circumstances
surrounding the business of the meeting.
A quorum for a general meeting of the Company is constituted by
two or more shareholders present in person and entitled to vote. The
passing of resolutions at a meeting of the Company, other than special
resolutions, requires a simple majority. A special resolution requires a
majority of at least 75 per cent of the votes cast to be passed.
Shareholders have the right to attend, speak, ask questions and
vote at general meetings. In accordance with Irish company law,
the Company specifies the record date for the general meeting,
by which date shareholders must be registered in the Register of
Members of the Company to be entitled to attend. Record dates are
specified in the notice of general meeting.
Shareholders may exercise their right to vote by appointing a proxy/
proxies, by electronic means or in writing, to vote some or all of their
shares. The requirements for the receipt of valid proxy forms are set
out in the Notice convening the meeting.
A shareholder, or a group of shareholders, holding at least five per cent
of the issued share capital of the Company, has the right to requisition
a general meeting. A shareholder, or a group of shareholders, holding
at least three per cent of the issued share capital of the Company, has
the right to put an item on the agenda of an AGM or to table a draft
resolution for inclusion on the agenda of a general meeting, subject
to any contrary provision in Irish company law.
Time commitment of the Chair and Non-Executive Directors
The Chair and Non-Executive Directors are required to confirm prior to
appointment to the Board that they will have sufficient time available
to discharge their responsibilities effectively and that they have no
conflicts of interest. This matter is given very careful consideration by
the Nomination Committee and the Board before any appointments
are made. Following appointment, the Board considers requests by
Directors wishing to undertake new directorships and considers both
the time commitment involved and any potential conflicts of interest
with their roles as Directors of Grafton.
88
Grafton Group plc

The Board recognises the benefits of the Chair and Non-Executive
Directors having varied and broad experience. It considers investor
guidance on this area as part of the annual review of the time
commitments of each Director. The Chair and all Non-Executive
Directors except one had a 100 per cent attendance record at all
Board Meetings held during the year. One Director was unable to
attend one Board meeting during the year due to a personal matter.
They also demonstrated high levels of availability and responsiveness
where discussions were required from time to time between Board
Meetings. The Board remains confident that the Chair and individual
members continue to devote sufficient time to undertake their
responsibilities effectively.
No new Directorships were taken on by members of the Board during
the year except for the appointment of Mark Robson as Non-Executive
Director of Morgan Sindall Group plc.
2025 AGM
The 2025 AGM will be held at the Irish Management Institute (IMI),
Sandyford Road, Dublin, D16 X8C3, Ireland at 10.30am on Thursday
8 May 2025.
Votes against the recommendation of the
Board at the 2024 AGM
The Company announced on 2 May 2024 that Resolutions 1 to 11
proposed to shareholders at the AGM of the Company were duly
passed in line with the Board’s recommendation. Resolution 12, which
was a shareholder resolution concerning the impact of share buybacks
on the earnings per share performance condition of awards granted
to participants of the 2021 Long Term Incentive Plan of the Company
(the “LTIP”), was not passed. The recommendation of the Board
(excluding Mr. Eric Born and Mr. David Arnold who, as potential
beneficiaries of the LTIP, recused themselves from the Board’s
decision in this matter) was for a vote against Resolution 12.
The Board noted that while 78.59 per cent of votes cast supported the
Board’s recommendation and voted against this resolution, a notable
minority of votes (21.41 per cent) were cast in favour of Resolution 12.
In line with Provision 4 of the 2018 UK Corporate Governance Code, the
Company engaged in a consultation process with those shareholders
who were identified as having voted in favour of Resolution 12 to gain
an understanding of their views, and now provides this update on the
views received from shareholders.
The views expressed by shareholders included a preference for
capital deployment initiatives to be set in a way that does not
incentivise management towards one over another, and that
management should have flexibility to adapt capital allocation
to the circumstances that transpire.
For Awards granted to participants up to and including the Award made
in 2024, EPS outcomes were calculated based on the weighted average
number of shares in issue at the beginning of the performance period,
such that the impact of share buybacks during the performance period
was excluded.
The Board has considered this approach taking into account feedback
received and with a view to ensuring that its approach is fair to
participants and stakeholders and does not incentivise one form of
capital allocation over another. For the LTIP awards to be granted
in 2025, EPS targets will be based on forecast organic growth plus
potential growth achievable through acquisitions or buybacks. EPS
performance will be assessed on adjusted EPS for the final year of
the performance period, including the impact of acquisitions or share
buybacks. This approach aligns with our strategy of driving shareholder
return through organic growth and targeted acquisitions, whilst
ensuring there is rigorous focus on effective capital allocation and
balance sheet efficiency.
The Board considers that this approach better reflects the diverse views
of shareholders, aligns executives with the shareholder experience and
acknowledges the positive impact of acquisitions and share buybacks
on EPS and shareholder value.
Stakeholder views
The Code provides that the Board should understand the views of the
Company’s key stakeholders other than shareholders and describe
how their interests and the matters set out in section 172 of the UK
Companies Act 2006 have been considered in Board discussions and
decision-making. An overview of how the Group engages with all of its
stakeholders is set out on pages 10 and 11.
Whistleblowing
All colleagues have access to a confidential SpeakUp reporting
service which provides an effective channel to raise concerns to an
independent third party. The Board, via the Audit and Risk Committee,
receives regular reports detailing all reports made through this service
and subsequent action taken.
Conflicts of interest
The Board confirms that a system for the declaration of conflicts of
interests is in place.
Unresolved concerns
No unresolved concerns about the operation of the Board or the
management of the Group were raised by any Director during the year.
89
Annual Report and Accounts 2024
Corporate
Governance
Sustainability
Statement
Financial
Statements
Supplementary
Information
Strategic
Report

Directors’ Report on Corporate Governance continued
2. Division of responsibilities
Chair
The Chair was independent on appointment to the role in May 2024.
The responsibilities of the Chair, as set out on page 91, are set out in
writing and agreed by the Board.
Board balance and division of responsibilities
The Board believes that it has an appropriate balance of Executive
and Non-Executive Director representation and it is Board policy that
no individual or small group of individuals can dominate its decision-
making.
A statement of how the Board operates, including a schedule of the
decisions reserved for the Board and those delegated to management,
is set out in writing and agreed by the Board. The schedule of matters
specifically reserved for Board decision covers:
• Strategic decisions and corporate developments;
• Risk management and internal controls;
• Acquisitions and capital expenditure above agreed thresholds;
• Interim and final dividends and share purchases;
• Changes to the capital structure;
• Tax and treasury management;
• Approval of half-yearly and annual financial statements; and
• Budgets and matters currently or prospectively affecting the Group
and its performance.
Effective and efficient functioning of the Board
Directors have full and timely access to all relevant information in an
appropriate form. Reports and papers are circulated to Directors in
sufficient time to enable them to prepare for Board and Committee
meetings. All Directors receive monthly management accounts and
reports covering the Group’s performance, development proposals and
other matters to enable them to review and oversee the performance of
the Group on an ongoing basis. Each year the Board typically devotes
one of its meetings to strategy and one to the following year’s budget.
The strategy meeting covers the macro-economic, political and social
systems, construction market, housing market, business sectors,
competitive landscape and challenges and opportunities in existing
and prospective countries of operation for the Group. It also covers a
review of the existing portfolio of businesses, specialist segments of
the distribution market, competitive landscape and possible acquisition
opportunities. All Directors have access to independent professional
advice at the Group’s expense where necessary to enable them to
discharge their responsibilities as Directors.
Independence of Non-Executive Directors
The five Non-Executive Directors, Mr. Vincent Crowley, Mrs. Susan
Murray, Dr. Rosheen McGuckian, Ms. Avis Darzins and Mr. Mark Robson
are considered by the Board to be independent in character and free
from any business or other relationship which could materially interfere
with the exercise of independent judgement. The Board has determined
that each of the Non-Executive Directors fulfilled this requirement and
is independent. In reaching that conclusion, the Board considered the
principles relating to independence contained in the Code.
Board independence
71 per cent of the Board, excluding the Chair, are Non-Executive
Directors whom the Board considers to be independent.
Senior Independent Director
Mrs. Susan Murray succeeded Mr. Paul Hampden Smith as the
Senior Independent Director on 2 May 2024 and is available to act as
a sounding board for the Chair, and as an intermediary for the other
Directors, if necessary. Mrs. Murray is also available to shareholders
who may have concerns that cannot be addressed through the normal
channels of Chair, Chief Executive Officer or Chief Financial Officer.
The role of the Senior Independent Director is clearly set out in a
document approved by the Board.
Performance of Executive Directors
Non-Executive Directors constructively challenge management
proposals and review the performance of the Group. During the year,
the Chair and Non-Executives met with and without the executive
Directors present.
Roles and responsibilities
There is a clear division of responsibility between the Chair and the
Chief Executive Officer. The responsibilities of each role are clearly
documented in schedules approved by the Board.
Company Secretary
The Directors have access to the advice and services of the Company
Secretary, Ms. Susan Lannigan, who advises the Board on governance
matters. Ms. Lannigan was appointed as Company Secretary on 8 July
2024 and succeeded Mr. Charles Rinn who was Company Secretary
from December 1995 until July 2024. The Company’s Articles of
Association and Schedule of Matters reserved for the Board provide
that the appointment or removal of the Company Secretary is a matter
for the full Board.
External commitments
The Board is satisfied that the external commitments of the Chair and
the Non-Executive Directors do not conflict in any way with their duties
and Commitments to the Company. Executive directors do not hold
more than one non-executive role in a FTSE 100 company or other
significant appointment.
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Chair Chief Executive Officer Senior Independent Director
• Leading and managing the business of
the Board to provide clear direction and
focus for the Group;
• Demonstrating ethical leadership and
promoting the highest standards of
integrity and probity;
• Demonstrating objective judgment
and promoting a culture of openness
and debate;
• Setting the agenda and culture in the
boardroom;
• Facilitating constructive Board relations;
• Ensuring that members of the Board
receive a timely flow of accurate, high
quality and clear information; and
• Ensuring that there is timely and
appropriate communication to
shareholders.
• Being accountable to the Board for
all authority delegated to executive
management;
• Taking overall responsibility for the
management of the business;
• Proposing and delivering the Group’s
strategy;
• Implementing and delivering the annual
business plan;
• Effective leadership, coordination and
performance management of the
executive team;
• Ensuring the identification, enhancement
and development of the executive
leadership talent pool; and
• Monitoring closely the operating and
financial results of the Group against
plans and budgets.
• Being available to shareholders who
have concerns that cannot be addressed
through the Chair, the Chief Executive
Officer or the Chief Financial Officer;
• Acting as a sounding board for the Chair;
• Acting as an intermediary for the other
Directors when necessary;
• Working with the Chair and other
Directors and/or shareholders to resolve
significant issues; and
• When called upon, seeking to meet a
sufficient range of major shareholders
in order to develop a balanced
understanding of their views.
The number of Board Meetings and Committee Meetings held during the year and attended by each Director was as follows:
Board Audit and Risk Committee Remuneration Committee Nomination Committee
Number of Meetings Total Attended Total Attended Total Attended Total Attended
I. Tyler 9 9 – – 3 3
E. Born 10 10 – – – – – –
D. Arnold 10 10 – – – – – –
S. Murray 10 9 4 4 6 6 4 3
V. Crowley 10 10 4 4 6 6 4 4
R. McGuckian 10 10 4 4 6 5 4 3
A. Darzins 10 10 4 4 6 6 4 4
M. Robson 10 10 4 4 6 6 4 4
M. Roney 4 4 – – – – 2 2
P. Hampden Smith 4 4 2 2 3 3 2 2
Mr. Ian Tyler was appointed to the Board and to the Nomination Committee with effect from 1 March 2024.
Mr. Michael Roney and Mr. Paul Hampden Smith stepped down from the Board at the conclusion of the AGM on 2 May 2024.
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3. Composition, succession and evaluation
Board appointments procedure and succession planning
The Board’s general policy is to keep the overall composition and
balance of the Board under review and to manage the orderly
succession of Non-Executive Directors without compromising the
effectiveness and continuity of the Board and its Committees.
A description of the work of the Nomination Committee and the
procedure for appointment of new Directors is set out on pages
98 to 100.
The Board considers senior management succession planning with
a view to developing, over the coming years, a strong succession
pipeline for key positions up to and including Executive Director level.
Board composition
It is the Group’s policy that the Board comprises a majority of Non-
Executive Directors. At 31 December 2024, the Board was made up
of eight members comprising the Non-Executive Chair, two Executive
Directors and five independent Non-Executive Directors. Mr. Ian Tyler
was appointed to the Board on 1 March 2024 as Non-Executive Director
and Chair Designate and succeeded Mr. Michael Roney of Chair of the
Board and the Remuneration Committee on 2 May 2024.
The Board considers that its size and structure is appropriate to the
scale, complexity and geographic spread of its operations and that the
number of Non-Executive Directors is considered sufficient to enable
the Board and its Committees to operate effectively without excessive
reliance on any individual Non-Executive Director. The Board believes
that Executive and Non-Executive Directors between them have the
necessary skills, knowledge and international business experience,
gained from a diverse range of industries and backgrounds, required
to manage the Group. The skills, expertise and experience of the
Board is used to review strategy, allocate capital, monitor financial
performance and consider executive management’s response to
market developments and operational matters.
The terms and conditions of appointment of Non-Executive Directors,
which include the time commitment expected from each Director, are
available for inspection by any person at the Company’s registered
office during normal business hours and prior to the AGM.
The overall composition and balance of the Board is kept under review
as outlined in the programme of work undertaken by the Nomination
Committee in its report on pages 98 to 100.
Director election/re-election
In accordance with the provisions of the Code, the Board has decided
that all Directors should retire at the 2025 Annual General Meeting
(‘AGM’) and offer themselves for election/re-election.
The Board undertakes a formal annual evaluation of the performance
of its Directors and is satisfied that all Directors who are proposed for
re-election continue to discharge their obligations as Directors and
contribute effectively to the work of the Board and its Committees.
Further details on the Board evaluation are set out below and in the
report of the Nomination Committee on pages 98 to 100.
Chair tenure
Mr. Ian Tyler was appointed to the Board on 1 March 2024 as Non-
Executive Director and Chair Designate. He succeeded Mr. Michael
Roney as Chair of the Board and of the Nomination Committee on
2 May 2024.
Performance of the Chair and Non-Executive Directors
The Non-Executive Directors, facilitated by the Senior Independent
Director, met without the Chair present to appraise his performance.
The evaluation of individual Directors involved a meeting between each
of them and the Chair.
2024 Board evaluation
A formal review of the performance of the Board, its Committees and
individual Directors is undertaken each year, including an external
evaluation every three years. The process is designed to ensure that
the effectiveness of the Board is maintained and improved.
This year’s Board evaluation was externally facilitated by Gould
Consulting. It followed the principles set out in the Code and best
practice in Board evaluation. A combination of methods were employed
in the review, including a survey of the Directors’ views on the work
of the Board and its Committees, interviews with each Director and
the Company Secretary, a review of materials including board papers
and minutes; and attendance by the evaluator at a scheduled board
meeting during the year.
The review concluded that Grafton is a collegiate, open, well-balanced
and effective Board and with strong support across the Board for the
new Chair and the executive team.
Directors’ Report on Corporate Governance continued
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The following table summarises the principal recommendations from
the process and the steps that will be taken in response over the
course of 2025.
Topic Area identified for action
Strategic purpose and
strategy development
Evolve and refresh our strategic purpose
and refine our strategic milestones
supported by longer-term strategic KPIs.
Board succession Develop and refine a board skills matrix
to support the ongoing evolution of the
Board with the appropriate balance of
skills and experience.
Management
succession
Increase focus on senior management
talent strategy and pipeline to identify
any material opportunities, gaps and
weaknesses in the senior management
talent pool.
Board meeting
schedule
Review the cadence of Board meetings
to allow for site visits, additional time on
strategy, and NED-only time.
Culture Review the most effective processes for
employee engagement and monitoring
of culture in the context of our federated
structure.
Board Papers Refine the format of Board papers to
ensure that they facilitate focused
discussion at Board and Committee
meetings.
Board risk appetite Establish an enhanced structure for
regular review of Board risk appetite.
4. Audit, risk and internal control
Independence of internal and external audit
The Audit and Risk Committee is responsible for monitoring the
integrity of the Group’s financial statements and of the external audit
process and overseeing the independence and effectiveness of the
Internal Audit function and the external auditor.
Fair, balanced and understandable
The assessment of the company’s position and prospects as fair,
balanced and understandable is set out in the Statement of Directors’
Responsibilities on page 124 and 125.
Risk and internal control
The Board confirms that there is a process for identifying, evaluating
and managing the key risks faced by the Group. A description of the risk
management process and of how the Board identifies the principal and
emerging risks facing the Group is set out on pages 43 to 53.
Audit and Risk Committee
The Board has established an Audit and Risk Committee which
is comprised of five independent Non-Executive Directors. The
Committee has competence relevant to the sector in which the Group
operates.
Role and responsibilities of the Audit and Risk Committee
A description of the role and responsibilities of the Audit and Risk
Committee is available in the Committee Report on pages 94 to 97.
The Terms of Reference of the Committee are available on the Group’s
website www.graftonplc.com.
A description of the activity of the Committee during the year is
available in the Committee Report on pages 95 to 97.
Effectiveness of risk management and internal controls
A description of how the Audit and Risk Committee monitors the
effectiveness of the Group’s system of risk management and internal
control is set out on page 95.
Going concern assessment
The Group’s net cash position, before recognising lease liabilities, was
£272.1 million at 31 December 2024 (2023: £379.7 million). Net debt
including lease obligations was £131.7 million at 31 December 2024
(2023: £49.3 million).
The Group had liquidity of £776.2 million at 31 December 2024 (2023:
£849.6 million) of which £505.4 million (2023: £579.9 million) was
held in accessible cash and deposits and £270.8 million (2023: £269.7
million) in undrawn revolving bank facilities. No refinancing of debt is
due until September 2028, the Group does not have a leverage (net
debt/EBITDA) covenant in its financing arrangements and its assets
(other than right-of-use assets) are unsecured.
Having made appropriate enquiries, the Directors have a reasonable
expectation that Grafton Group plc, and the Group as a whole, have
adequate resources to continue in operational existence for the
foreseeable future, being at least 12 months from the date of approval
of these financial statements. Having reassessed the principal risks,
as detailed on pages 47 to 51, and based on expected cashflows and
the strong liquidity position of the Group, the directors considered it
appropriate to adopt the going concern basis of accounting in preparing
its financial statements.
5. Remuneration
The Board has adopted remuneration policies that are considered
sufficient to attract, retain and motivate Directors of the quality
required to manage the company successfully whilst ensuring that
the performance related elements of pay are both stretching and
rigorously applied.
The Board has established a Remuneration Committee comprising
five independent Non-Executive Directors. Details of the Committee’s
key responsibilities and a description of its work during 2024 are
contained in the Report of the Remuneration Committee on Directors’
Remuneration on pages 102 to 119.
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Audit and Risk Committee Report
Audit and Risk
Committee
Mark Robson
Chair of the Audit and Risk Committee
5 March 2025
Membership Length of service*
M.Robson(Chair) 1.3years
V.Crowley 8.1years
S.Murray 7.2years
R.McGuckian 4.9years
A.Darzins 2.5years
* Committee membership as of 5 March 2025.
Dear Shareholder,
I am pleased to present the report of the Audit and Risk
Committee for the year ended 31 December 2024.
Key duties of the Committee
Financial reporting
• Monitoring the integrity of the Group’s financial statements and
announcements relating to the Group’s performance;
• Advising on whether the Annual Report and accounts, taken as a
whole, is fair, balanced and understandable, and whether it provides
the information necessary for shareholders to assess the Group’s
performance, business model and strategy;
Risk management and internal control
• Overseeing the effectiveness of the Group’s internal control and risk
management, including sustainability risks, and the steps taken to
mitigate the Group’s risks;
• Reviewing the effectiveness of the Group’s internal financial controls;
External auditor
• Monitoring the effectiveness of the external audit process,
conducting the tender process and making recommendations
to the Board in relation to the appointment, reappointment and
removal of the External Auditor;
• Overseeing the relationship between the Group and the External
Auditor including approving the remuneration, terms of engagement
and scope of audit;
Internal audit
• Monitoring and reviewing the scope, resourcing, findings and
effectiveness of the Group’s Internal Audit function;
• Reporting to the Board on how the Committee has discharged
its responsibilities.
The full terms of reference of the Committee can be found on the
Group’s website www.graftonplc.com.
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This report describes how the Committee has fulfilled its responsibilities during the year under its Terms of Reference and under the relevant
requirements of the Code.
The Committee is satisfied that its role and authority include those matters envisaged by the Code that should fall within its remit and that the
Board has delegated authority to the Committee to address those tasks for which it has responsibility.
All members of the Committee are determined by the Board to be independent Non-Executive Directors in accordance with provision 10 of the
Code. In accordance with the requirements of provision 24 of the Code, the Board considers that I have recent and relevant financial experience
as required by the Code. The biographical details on pages 82 and 83 demonstrate that collectively, the members of the Committee have a wide
range of financial, treasury, taxation, commercial and business experience that enables the Committee to act very effectively.
Meetings
The Committee met four times during the year and attendance by each Committee member is set out in the table on page 91.
Meetings are attended by the members of the Committee and others who attend by invitation, being principally the CEO, the CFO, the Group
Financial Controller, the Group Company Secretary and the Group Internal Audit and Business Risk Director. Other members of executive
management and third party advisors may be invited to attend to provide insight or expertise in relation to specific matters. The Committee
is supported by Ms. Rebecca McAleavey, Deputy Company Secretary, who acts as Secretary to the Committee.
The PwC Group Engagement Leader and other representatives of the External Auditor are also invited to attend Committee meetings to present
their reports on the interim results and full year audit. They also present their proposed audit plan to the Committee. The Committee also met
privately with the External Auditor without executive management present. No significant concerns were raised during these discussions.
The Chair of the Committee reports to the Board on a regular basis on the work of the Audit and Risk Committee and on its findings and
recommendations.
Key areas of activity during 2024
A summary of the key activities of the Committee during the year is set out below:
Financial reporting The Committee reviewed the 2023 Final Results Announcement, the 2023 Annual Report and the 2024 Interim
Results Announcement and concluded that they each presented a fair, balanced and understandable assessment
of the position of the Group and its prospects. The Committee recommended the 2023 Final Results Announcement,
the 2023 Annual Report and the 2024 Interim Results Announcement to the Board for approval.
As part of these reviews, the Committee considered significant accounting policies, estimates and judgements.
The Committee also reviewed the reports of PwC following their audit and interim review including their findings on
key areas of judgment and other areas of audit focus. The Committee also considered the significant management
letter points on internal controls in the Group’s individual businesses identified by PwC during its audit process. The
significant issues in relation to the financial statements considered by the Committee and how these were addressed
are set out on page 97.
The Committee also reviewed papers on the Viability Statement and Going Concern including assumptions and
financial forecasts.
Risk management
and internal control
The Board has delegated responsibility to the Committee for monitoring the effectiveness of the Group’s system of
risk management and internal control, which is set out in further detail in the Risk Management Report on pages 43
to 53. The Committee reviewed the Group’s Risk Management Process and the procedures established for identifying,
evaluating and managing key risks, which included a review of the status of risk management performance against the
objectives set for the year.
The Group Risk Committee provides oversight of the Risk Management process and the Corporate Risk Register.
This review includes identifying risks, assessing their likelihood and impact and the effectiveness and adequacy of
measures, actions and controls to mitigate these risks. The key risks facing the Group are set out on pages 47 to 51.
The Committee also considered the risks associated with increased levels of cyber crime and the potential to disrupt
trading including the loss of data.
The Committee also reviewed the ongoing work of the Internal Audit team in preparation for the internal control
requirements in the 2024 UK Corporate Governance Code which will be effective from 2026.
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Internal audit The Group Internal Audit and Business Risk Director reports to the Chief Financial Officer and also has direct access
to the Chair of the Audit and Risk Committee and its members. The Committee met with the Group Internal Audit
and Business Risk Director on four occasions during the year when he presented Internal Audit report findings and
recommendations and updated the Committee on the actions taken to implement recommendations. The Committee
also met with the Group Internal Audit and Business Risk Director without executive management present. No
significant concerns were raised during these discussions.
The scope, authority and responsibility of the Internal Audit function is set out in the Internal Audit Charter which has
been approved by the Committee.
During the year the Committee also considered and approved the programme of work to be undertaken by the Group’s
Internal Audit function in 2025. An internal review of the effectiveness of the Internal Audit function was carried out and
the results of this review, which were very positive, were presented to the Committee in January 2025.
External auditor The Committee reviewed the External Auditor’s plan for the 2024 Audit of the Group and approved the remuneration
and terms of engagement of the External Auditor. The Committee also considered the quality and effectiveness of the
external audit process and the independence and objectivity of the Auditor.
An internal review of the effectiveness of the 2023 Audit was carried out during the year, comprising a feedback
questionnaire from the Audit and Risk Committee and from Group and business unit management. The results of this
review were presented to the Committee in October 2024 and were positive overall with a number of comments and
recommendations made to help inform plans for the 2024 Audit.
In order to ensure the independence of the External Auditor, the Committee received confirmation from the Auditors
that they are independent of the Group under the requirements of the Irish Auditing and Accounting Supervisory
Authority’s Ethical Standards for Auditors (Ireland). The Auditors also confirmed that they were not aware of any
relationships between the firm and the Group or between the firm and persons in financial reporting oversight roles
in the Group that may affect its independence. The Committee considered and was satisfied that the relationships
between the Auditor and the Group including those relating to the provision of non-audit services did not impair the
Auditors’ judgment or independence.
Non-audit services The External Auditor is permitted to undertake non-audit services that do not conflict with auditor independence,
provided the provision of the services does not impair the Auditors’ objectivity or conflict with their role as Auditor
and subject to having the required skills and competence to provide the services.
The Committee has approved a policy on the provision by the External Auditor of non-audit services. Under this
policy the External Auditor will not be engaged for any non-audit services without the approval of the Audit & Risk
Committee. The External Auditor is precluded from providing certain services, or from providing any non-audit services
that have the potential to compromise its independence or judgement. With the exception of fees incurred in acquired
businesses, fees for non-audit services in any financial year are targeted not to represent more than 20 per cent of the
audit fee.
The Committee monitors and reviews the nature of non-audit services provided by the External Auditors. The
Committee approved the provision of non-audit services by the Auditor during the year, which primarily relate to a
review of the Group’s condensed consolidated half year financial statements, with associated fees disclosed in Note 3
to the financial statements.
Whistleblowing
and fraud
The Group Anti-Fraud and Theft Policy sets out the Group’s approach to all forms of fraud and theft, the responsibilities
of Business Unit management in relation to prevention and detection procedures and controls, the appropriate reporting
channels and the possible actions which may be taken by the Group in response to suspected fraud or theft. Instances
of fraud or theft over a specified threshold are reported to and monitored by the Committee.
The Committee periodically considers reports received on matters raised through SpeakUp, the independent Group-
wide confidential reporting service which allows colleagues to report, anonymously if they wish, any concerns they
may have regarding certain practices or conduct in their businesses including possible instances of fraud and theft.
All concerns raised through this channel and the outcomes of investigations are reported to the Committee. The
Committee was satisfied that the procedures in place to allow colleagues to raise matters in a confidential matter
operated effectively during the year.
Anti-bribery
and corruption
The Group’s Code of Business Conduct and Ethics sets out the ethical standards to which all Group employees are
expected to adhere. It sets out the core standards and procedures to be observed and provides practical guidance
on dealing with bribery risk. An annual declaration of independence is signed by senior management and other
individuals who are considered to be exposed to higher risk of conflicts of interest, including employees who have
responsibility for contract negotiations with customers and suppliers.
Audit and Risk Committee Report continued
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Estimates and judgments
The Committee reviewed in detail the following areas of significant judgment, complexity and estimation in connection with the Financial
Statements for 2024. The Committee considered a report from the external auditors on the audit work undertaken and conclusions reached
as set out in their audit report on pages 126 to 133. The Committee also had an in-depth discussion on these matters with the External Auditor.
Valuation of goodwill The Committee considered the goodwill impairment analysis carried out by management based on value-in-use
which involved comparing the recoverable amount and carrying amount of the CGUs. The Committee agreed with
the conclusion reached by management that no impairment charge should be recognised in the year.
The review involved discounting the forecasted cash flows of each group of CGUs based on the Group’s pre-tax
weighted average cost of capital adjusted to reflect issues associated with each group of CGUs and carrying out
sensitivity analysis on the key assumptions used in the calculations including cash flow forecasts (revenue growth,
margin), terminal growth rate and pre-tax discount rate.
The Committee noted the overall level of headroom in the value in use model prepared by management and considered
the impact on the headroom of sensitivity analysis on the key assumptions used in the model. The Committee also
compared the year-end market capitalisation of the Group to its net asset position and noted that it was higher than the
net asset value.
The UK Distribution group of CGUs recoverable amount has limited headroom over its carrying amount and is
therefore more sensitive to possible changes in key assumptions. The Committee reviewed the assumptions made
by management in the value-in-use model for that group of CGUs and deemed them to be appropriate. Given the
sensitivity of the headroom for the UK Distribution CGU to possible changes in key assumptions, the Committee
reviewed the sensitivity analysis in detail and agreed that disclosure should be provided in the financial statements.
The Committee agreed that no reasonably possible change in any of the key assumptions for the other groups of
CGUs would cause their carrying amounts to exceed their recoverable amounts.
Completeness
and accuracy of
rebate income
and valuation of
rebate receivables
Supplier rebates represent a significant source of income in the distribution industry and is an area of risk due to the
materiality of rebate arrangements, the use of manual calculations, and the estimation involved in determining the year end
receivable amounts. The Committee reviewed the basis used by management for calculating rebate income for the year
and rebates receivable at the year end and was satisfied that the accounting treatment adopted was appropriate and that
rebates receivable at the year-end were recoverable.
In reaching its conclusion, the Committee reviewed information and reports prepared by the Internal Audit function
which completed year-end reviews across a sample of significant Business Units with the primary objective of providing
independent assurance on the accuracy of rebate receivable balances at year-end.
These reviews included re-performing calculations on a sample of rebate income for 2024 with reference to agreements
with individual suppliers and reports of purchases made from suppliers. The Committee also considered the value of
rebates received after the year end relating to 2024 and the value of rebates received during 2024 relating to 2023.
Valuation of inventory The Group carries significant levels of inventory and key judgements are made by management in estimating the level
of provisioning required for slow moving inventory. In arriving at its conclusion that the level of inventory provisioning
was appropriate, the Committee received half year and full year updates from management on stock ageing and
provisioning across the Group.
The Committee reviewed the basis for calculating the valuation of rebate attributable to inventory and was satisfied that
inventory was appropriately valued and that the Group continued to adopt a prudent approach to inventory provisioning.
As Chair of the Committee, I engaged with the Group CFO, the Group Internal Audit and Business Risk Director and the PwC Group Audit
Engagement Leader independently of each other in preparation for Committee meetings and periodically as appropriate.
I will be in attendance at the 2025 Annual General Meeting and will respond to any questions that shareholders may have concerning the activities
of the Committee.
Mark Robson
Chair of the Audit and Risk Committee
5 March 2025
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Nomination Committee Report
Nomination
Committee
Ian Tyler
Chair of the Nomination Committee
5 March 2025
Membership Length of service*
I.Tyler(Chair) 1.0years
S.Murray 8.0years
V.Crowley 8.0years
R.McGuckian 4.9years
A.Darzins 2.5years
M.Robson 1.3years
* Committee membership as of 5 March 2025.
Dear Shareholder,
I am pleased to present the report of the Nomination
Committee for the year ended 31 December 2024.
Key duties of the Committee
Board structure
• Regularly reviewing the structure, size, composition and length of
service on the Board and assessing the skills, expertise, knowledge,
experience and diversity required by the Board and its Committees
and the Group’s senior management team.
Succession
• Identifying, and nominating for the approval of the Board,
candidates for appointment as Directors and ensuring that there is
a formal, rigorous and transparent procedure for the appointment
of new Directors to the Board;
• Considering the re-appointment of Non-Executive Directors
at the conclusion of their specified term of office and making
recommendations to the Board; and
• Conducting an annual review of succession plans for senior
executives across the Group.
Diversity
• Ensuring the diversity policy is linked to Group strategy; and
• Prioritising the appointment of females to leadership positions.
Evaluation
• Evaluating the balance of skills, knowledge, experience and diversity
of the Board and Board Committees and making recommendations
to the Board on any changes.
The full terms of reference of the Committee can be found on the
Group’s website www.graftonplc.com.
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Activities of the Committee during 2024
Introduction
In line with its key duties as set out above, the Committee considered
the composition of the Board and its Committees to ensure that it
continues to have the necessary skills, expertise, knowledge and
diversity at Board and senior management level and it continued to
seek to balance the need to refresh the Board while maintaining a team
of knowledgeable and experienced Non-Executive Directors.
Board and Committee changes in 2024
As noted in the Report of the Committee in the 2023 Annual Report, I
was appointed as Independent Non-Executive Director, Chair Designate
and a member of the Nomination Committee with effect from 1 March
2024. I was very pleased to take over as Chair of the Board and of the
Nomination Committee at the conclusion of the AGM on 2 May 2024.
Mr. Michael Roney and Mr. Paul Hampden Smith stepped down from
the Board on the same date. As previously reported, Mrs. Susan
Murray, who joined the Board in 2016, succeeded Mr. Hampden Smith
as Senior Independent Director and Mr. Mark Robson took up the role
of Chair of the Audit and Risk Committee.
Independence of the Board
To ensure that the independence of the Non-Executive Directors is
maintained, the Committee keeps the tenure of the Board as a whole
under review. The tenure of Non-Executive Directors (including the
Chair) on the Board at 31 December 2024 is set out below. The tenure
of members of each of the Committees is dealt with in the relevant
Committee reports.
Length of service on Board Number of Non-Executive Directors
1-2 years 2
3-4 years 1
5-6 years 1
8-9 years 2
The Committee reviewed the time required to fulfil the roles of Board
Chair, Senior Independent Director, Committee Chairs and Non-
Executive Director roles and was satisfied that all members of the
Board continue to devote appropriate time to their duties and to be
effective in their roles.
Election/Re-election of Directors
Having considered their individual performances, contributions to the
Board, time devoted to their roles and other commitments, the Committee
agreed to make a recommendation to the Board that all directors should
go forward for re-election at the 2025 AGM of the Company.
Board effectiveness and evaluation
The Board conducts an annual evaluation of its own performance and
that of its Committees and individual Directors in accordance with the
UK Corporate Governance Code.
In 2024, the evaluation was externally facilitated by Gould Consulting.
A report on the Board evaluation process and a summary of the
principal findings and improvements to be implemented during this year
is set out in the Directors’ Report on Corporate Governance on pages 92
and 93.
Non-Executive Director succession
The Board and the Committee are committed to ensuring that the
Board is sufficiently diverse and appropriately balanced. The Committee
monitors the balance of the Board to ensure that it has the expertise to
lead the Group as it develops and evolves.
The Committee makes recommendations to the Board concerning
the appointment of Executive and Non-Executive Directors, having
considered the blend of skills, experience, track record and diversity
deemed appropriate for the role. Appointments also reflect the
international nature of the Group and the opportunities and challenges
it is likely to encounter in the future.
The Committee also makes recommendations to the Board concerning
the reappointment of Non-Executive Directors at the conclusion of their
three-year term and the re-election of Directors at the Annual General
Meeting each year. Appointments to the Board are for a three-year period,
subject to shareholder approval at each AGM and subject to an annual
performance evaluation that is conducted by the Chair of the Board.
The terms and conditions of appointment of Non-Executive Directors
and the Chair are set out in formal letters of appointment.
The Committee is focused on the future composition and structure of the
Board. Two Non-Executive directors, Mrs. Susan Murray and Mr. Vincent
Crowley will, in the normal course of events, step down from the Board in
the short to medium term. Through the Nomination Committee, the Board
have appointed Russell Reynolds to work with the Committee to clarify the
skills and capabilities the Board is likely to need over future years and to
identify potential future Board members who might fulfil those needs. The
process is ongoing and I expect we will make further announcements in
the current year.
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Nomination process
When searching for potential candidates to fill Board vacancies, the
Committee considers the skills, experience and personal attributes
required to create a diverse Board that will drive the future success
of the Group.
The Committee undertakes a formal, rigorous and transparent
procedure when nominating suitable candidates for appointment to
the Board. Candidates are identified and selected on merit against
objective criteria and with due regard to the benefits of Board diversity.
Independent search firms, that have no other connection with the
Group, are used to identify candidates that match a detailed role
specification developed by the Committee in conjunction with the
Company Secretary for individual appointments to the Board. The role
specification identifies the priority and secondary skills, experience and
track record and personal qualities required by candidates. The role
specification also addresses the time commitment of the role and the
Board’s requirements regarding conflicts of interest.
Existing time commitments should be sufficiently clear to accommodate
the role and to avoid an actual or perceived risk of over-boarding as
defined by the shareholder advisory firms and the more stringent
requirements of certain institutional shareholders. In accordance with
the Code, Directors must seek the prior approval of the Board in advance
of accepting any additional external roles following appointment to
the Board. The role specification also makes it clear that any actual or
perceived conflicts of interest should be avoided.
Senior management succession
In addition to its work on Board succession, the Committee also
considers the leadership needs of the Group and succession planning
for senior management roles including the Chief Executive Officer and
Chief Financial Officer. The Committee also reviews succession planning
below Board level including the pool of talent currently available to
succeed in senior roles and the progress made recruiting and developing
the next generation of leaders in the Group and its businesses.
The Chief Executive Officer and Group HR Director presented the annual
talent and succession plan for management to the Board during the
year. This covered the Group’s talent strategy and an assessment of
the potential of high performing individuals. As part of this review, the
Committee considered the importance of developing a diverse talent
pipeline and the current and future skill sets required to help the Group
implement its strategy.
Initiatives for high-potential talent to broaden their skillsets and prepare
them for future senior roles include participation in leadership and
business school training.
Equality, equity, diversity and inclusion
The Board recognises the benefits of diversity at board and senior
management level and across the wider workforce. The Group Equality,
Equity, Diversity and Inclusion Policy, which is available on the Group
website, sets out the Board’s approach to diversity in its broadest
sense having regard to experience, age, gender, religious beliefs, sexual
orientation, race, ethnicity, disability, nationality, background and culture.
In the context of normal refreshment, the Board’s objective is to
maintain an appropriate balance of gender and ethnicity on the
Board. While the Board will always seek to appoint the most talented
and skilled candidates on merit against objective criteria, greater
diversity is actively considered when making Board appointments.
The composition of the Board has evolved considerably over recent
years and the Committee has taken an active role in improving the
gender balance and ethnic diversity of the Board.
On the recommendation of the Committee, the Board has agreed
that diversity will continue to be given very careful consideration in
shortlisting candidates for appointment to the Board in the future.
As at 31 December 2024, three of our eight directors were female
(38 per cent) and the Senior Independent Director was female. One
Director was from an ethnically diverse background as defined by
the Parker Review. The Board is mindful of the target set by the FTSE
Women Leaders Review of having a minimum of 40 per cent of Board
positions held by women by 31 December 2025.
Nomination Committee Report continued
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Grafton Group plc

The Group also considers diversity in the widest sense when making
appointments at all levels in its business and, by setting the tone from
the top, promotes a culture where there are no barriers to everyone
achieving their potential and succeeding at the highest levels in
Grafton.
We are committed to increasing representation of females in senior
leadership positions across the Group. The Group has introduced
initiatives to provide career development opportunities for female
colleagues including participation in management development
programmes, mentoring, coaching and flexible work arrangements.
The year ahead
Grafton has a strong Board with the appropriate range of skills,
experience, backgrounds and diversity to drive its success and with the
capacity to support the future growth and development of the Group.
Ian Tyler
Chair of the Nomination Committee
5 March 2025
In line with UKLR 6.6.6 R (10), as at the reference date of 31 December 2024, the composition of the Board and Executive Management was
as follows:
Gender Diversity
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 5 62% 3 21 68%
Women 3 38% 1 10 32%
Ethnic Background
Number of
board members
Percentage of
the board
Number of senior
positions on
the board (CEO,
CFO, SID
and Chair)
Number in
executive
management
Percentage of
executive
management
White British or other White 7 87.5% 4 31 100%
Mixed/multiple Ethnic Groups 1 12.5% – – –
Asian/Asian British – – – – –
Black/African/Caribbean/Black British – – – – –
Other ethnic group including Arab – – – – –
Not specified/prefer not to say – – – – –
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Report of the Remuneration Committee on Directors’ remuneration
Remuneration
Committee
Susan Murray
Chair of the Remuneration Committee
5 March 2025
Membership Length of service*
S.Murray(Chair) 8.1years
V.Crowley 4.9years
R.McGuckian 4.9years
A.Darzins 2.5years
M.Robson 1.3years
* Committee membership as of 5 March 2025.
Dear Shareholder,
I am pleased to present my report as Chair of
the Remuneration Committee for the year ended
31December 2024.
Key duties of the Committee
• Determining the policy for Executive Director remuneration and for
setting remuneration for the Chair, Executive Directors and senior
management (being PDMRs and specified individuals as agreed
from time to time by the Committee);
• Reviewing workforce remuneration and related policies and the
alignment of incentives and rewards with culture; and
• Reviewing the ongoing appropriateness and relevance of the
remuneration policy.
Although not required under the Irish Companies Act 2014, the
Remuneration Committee (the ‘Committee’) has continued to prepare
the Remuneration Report in accordance with the UK regulations
governing the disclosure and approval of remuneration of the Directors.
The report also complies with the European Union (Shareholders’
Rights) Regulations 2020.
The Committee was appreciative of the high level of shareholder approval
for the 2023 Annual Report on Remuneration which was supported by
98.6 per cent of votes lodged by proxy ahead of the 2024 AGM.
The current Remuneration Policy, effective following shareholder
approval at the 2023 Annual General Meeting (AGM), is outlined in the
following pages. This document details the Policy’s implementation
from 1 January 2024 and its application into the 2025 financial year.
Our approach to remuneration
The Committee’s overall remuneration philosophy has not changed
over the year and remains to ensure that Executive Directors are
incentivised to successfully implement the Board’s strategy and that
remuneration is aligned with the interests of shareholders and other
stakeholders over the longer term.
The Committee seeks to achieve this by:
• Rewarding Executive Directors fairly and competitively for the
delivery of strong performance;
• Taking into account the need to attract, retain and motivate
executives of high calibre and to ensure that Executive Directors
are provided with an appropriate mix of short-term and long-term
incentives;
• Taking a range of factors into account including market practice, the
changing nature of the business and markets in which it operates,
the performance of the Group, the experience, responsibility and
performance of the individual directors concerned and remuneration
practices elsewhere in the Group; and
• Setting targets that are stretching with full payout of awards
requiring exceptional performance.
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Grafton Group plc

Performance for 2024
Grafton delivered a resilient performance despite the impact of price
deflation in Ireland and the UK on product pricing and the squeeze
on operating margin which arose from operating cost increases,
particularly labour and property related costs, despite mitigating
actions to offset these pressures.
The Group’s diversification and strong operational focus enabled it to
navigate the challenging macro-economic backdrop in certain markets.
Profitability in our businesses in Ireland increased in comparison to
the prior year which partially offset declines across most of our other
businesses. RMI demand was weak in most of our markets, leading
to intense competition for volumes, as consumer confidence was
negatively impacted by high interest rates and cost uncertainty.
The Group’s overall gross margin was broadly maintained against the
backdrop of a competitive market environment. Moderation of product
price deflation accelerated in the second half of the year.
The increase in overheads in the like-for-like business was contained
following the implementation of active cost management measures
across the Group.
Adjusted operating profit declined by 13.6 per cent to £177.5 million
(2023: £205.5 million) and adjusted earnings per share declined by
7.8 per cent to 71.8 pence (2023: 77.9 pence).
Remuneration for 2024
Base Salary
The Committee approved a salary increase of 4.0 per cent with effect
from 1 January 2024 for the Chief Executive Officer and Chief Financial
Officer. When reviewing salary levels, the Committee considered the
level of increases implemented across the Group, the performance of
the Group, the Chief Executive Officer and the Chief Financial Officer
and market data. The salary increase was materially lower than
average awards of 6.0 per cent to colleagues across the Group.
Annual bonus scheme
The annual bonus for 2024 was based on two financial performance
targets being operating profit (65 per cent) and return on capital
employed (25 per cent) and two ESG targets being gender diversity
(five per cent) and Scope 1 and 2 carbon emissions (five per cent).
A bonus of 96.26 per cent of basic salary, out of a potential bonus
opportunity of 150 per cent of salary, was awarded to the Chief
Executive Officer. The bonus award for the Chief Financial Officer was
80.22 per cent of basic salary out of a potential bonus opportunity of
125 per cent of basic salary. These bonuses represent 64.17 per cent
of the maximum potential opportunity. Further detail is set out on
pages 111 and 112. The Committee agreed that the bonus outcome
was reflective of the underlying financial performance of the Group
for the year and was appropriate in the context of the experience of
shareholders and other stakeholders during the year. Therefore, no
discretion was applied.
Vesting of LTIP awards made in 2022
The performance conditions for LTIP awards granted in April 2022
to the Chief Financial Officer and the pro-rata award granted to the
Chief Executive Officer in November 2022 following his appointment,
that covered the performance period of the three years ending on
31 December 2024, were based 50 per cent on growth in Adjusted
Earnings Per Share (‘EPS’) and 50 per cent on Total Shareholder Return
(‘TSR’) performance versus a comparator group consisting of the
members of the London Stock Exchange’s FTSE 250 Index excluding
investment trusts. As the Group’s TSR was ranked at median, 25 per
cent of this half of the award will vest.
The other half of the LTIP award was based on the Group’s adjusted
EPS for the financial year ended 31 December 2024 being in the range
of 101.7 pence to 116.4 pence. In line with the approach determined by
the Committee, the Adjusted EPS outcome was calculated based on
the number of shares in issue as at the end of 31 December 2021. On
this basis, adjusted EPS for 2024 was 58.8 pence excluding property
profit. As this was below the threshold of 101.7 pence, this half of the
award will not vest.
Based on the foregoing, 12.5 per cent of the total awards granted in
2022 to the Chief Financial Officer and Chief Executive Officer will vest
in April 2025 and November 2025 respectively.
The Committee agreed that the vesting outcome was reflective of the
underlying financial performance of the business and was appropriate
in the context of the experience of shareholders and other stakeholders
over the three-year vesting period. Therefore, no discretion was applied.
Implementation of Policy in 2025
Changes to approach
The Remuneration Policy was put to a vote at the 2023 AGM and
received very strong shareholder support with 97.9 per cent of votes
lodged by proxy ahead of the AGM cast in favour of the Policy. While
the next comprehensive review is scheduled to be tabled at the 2026
AGM, the Remuneration Committee has reviewed the approach to
Executive Remuneration for 2025 to ensure it remains appropriate to
support the business strategy in the current environment.
Grafton’s operating environment is highly cyclical, influenced by factors
such as consumer confidence and the broader economic outlook
which are largely outside of management’s control. This has resulted
in pay outcomes that are not always fully aligned with management’s
contribution to the overall business performance.
Following consultation with shareholders and with a view to ensuring
that Executive rewards align with the Company’s strategic objectives,
motivate Executives within a cyclical context, retain top talent, and
appropriately balance shareholders’ experience, the Committee has
agreed the following amendments for 2025, all of which are permissible
within the existing policy framework.
Aligning incentive opportunity levels for Executive Directors
The CFO’s bonus opportunity will increase from 125 per cent to 150 per
cent of salary and the LTIP opportunity will increase from 175 per cent
to 200 per cent of salary. These changes align the CFO’s total incentive
opportunity with that of the CEO as a percentage of salary.
This adjustment aligns the CFOs reward package with companies
of a similar size whilst acknowledging his expertise, experience, and
exceptional performance whilst in role. Additionally, this change ensures
that we remain competitive in retaining key talent whilst accurately
reflecting the collaborative leadership between the CEO and CFO.
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Performance measures for Annual Bonus Scheme
and Long-term Incentive Plan (LTIP)
The Committee also undertook a thorough review of the performance
metrics within the incentive plans during the year. This included an
evaluation of the specific metrics applied and a reassessment of their
weightings and their strategic alignment within short-term or long-term
incentive schemes.
Following this review, it was agreed that the annual bonus framework
for 2025 will be based on two financial metrics which align with core
business KPIs: 70 per cent will based on adjusted operating profit and
30 per cent on free cash flow conversion, providing a clear and simple
framework for incentivising and rewarding annual performance.
Furthermore, to better align with market practice and to provide a more
motivational reward structure the threshold payout for the 2025 bonus
will increase from 0 per cent to 20 per cent.
The Committee believes that it is appropriate to incentivise
performance against a comprehensive and diverse set of long-term
performance measures which align closely with the Company’s longer-
term KPIs. The performance measures for the annual bonus scheme
in 2024 included ROCE, gender diversity and carbon emissions targets.
For 2025, these measures will form part of the performance conditions
for the LTIP Award, in addition to the existing performance measures
of Relative Total Shareholder Return and Adjusted EPS. Although still a
core part of the Company’s strategy, the Committee’s view is that these
metrics are more appropriate to the LTIP to drive ongoing, sustainable
performance over multiple years.
Full detail of metrics and weightings for the LTIP Award to be granted in
2025 are set out below.
EPS target setting and measuring EPS performance
for LTIP awards
For Awards granted to participants up to and including the 2024 LTIP
Award, EPS outcomes were calculated based on the number of shares in
issue at the start of the performance period and thus excluded the impact
of share buybacks during the performance period.
The 2024 AGM saw a notable minority of shareholders vote in favour
of Resolution 12, which was a shareholder resolution concerning the
impact of share buybacks on the earnings per share performance
condition of awards granted to participants of the LTIP.
Following the AGM and taking into account feedback from shareholders
and proxy agencies as part of a consultation process, the approach to
EPS measurement was reviewed. This was a complex area with divergent
views. The Committee agreed that an amendment was required to ensure
that the approach was fair to participants and stakeholders and did not
incentivise one form of capital allocation over another.
The Committee has agreed that for the LTIP Award to be granted
in 2025, EPS targets will be based on forecast organic growth plus
potential growth achievable through acquisitions or buybacks. EPS
performance will be assessed on adjusted EPS for the final year of the
performance period, including the impact of acquisitions and share
buybacks. This approach is consistent with our strategy of driving
shareholder return through organic growth and targeted acquisitions,
whilst ensuring there is rigorous focus on effective capital allocation
and balance sheet efficiency. The Committee believes that this
method more accurately reflects the diverse views of shareholders,
aligns Executive remuneration with the shareholder experience and
acknowledges the positive impact of acquisitions and buybacks on
EPS and shareholder value.
Remuneration for 2025
Salary
The Committee approved a salary increase of 3.5 per cent with effect
from 1 January 2025 for the Chief Executive Officer and the Chief
Financial Officer which is lower than the average increase of 4.65 per
cent for colleagues across the Group.
Pension
The rate of pension contribution is maintained at 9.0 per cent of base salary
and is aligned with the rate available to the majority of the workforce.
Annual Bonus Scheme
As set out above, the maximum annual bonus opportunity in 2025 for
both the CEO and the CFO will be 150 per cent of base salary. The 2025
Annual Bonus will be based on adjusted operating profit (70 per cent)
and free cash flow conversion (30 per cent).
Long Term Incentive Plan
LTIP awards for 2025 will be made at 200 per cent of salary to the CEO
and CFO and will be based on five performance measures: Adjusted
EPS pre-property profit for 2027 (30 per cent); TSR relative to the FTSE
250 (excluding investment trusts) (30 per cent); Average ROCE over the
three years of the performance period (30 per cent); Gender diversity
(5 per cent); and Scope 1&2 GHG emissions reduction (5 per cent).
When setting the 2027 Adjusted EPS target for the 2025 LTIP award, the
Committee considered the continuing challenges in the Group’s trading
environment and the additional structural pressures including above
inflationary wage increases and tax rises. The Committee has set a
target range for Adjusted EPS before property profit for 2027 of between
79.1p at threshold, 86.1p at target and 93.6p at maximum. Performance
will be assessed on adjusted EPS for the final year of the performance
period, including the impact of acquisitions and share buybacks.
The Committee believes that this range is aligned with delivery of
the Group’s strategic and financial objectives and represents an
appropriately stretching target. 25 per cent of the award will vest if the
lower end of the adjusted EPS target range of 79.1p is achieved. Where
adjusted EPS is between the threshold and target point in the range then
between 25 per cent and 50 per cent of this part of the award will vest
on a straight-line basis. Between the target and the maximum target in
the range, then between 50 per cent and 100 per cent of this part of the
award will vest on a straight-line basis. The target adjusted EPS range
for 2027 is equivalent to annual compound growth of 4.0 per cent at
threshold, 7.0 per cent at target, and 10.0 per cent at maximum applied
to the 2024 base year adjusted EPS excluding property profit of 70.3p.
The TSR performance condition will continue to be measured
against a comparator group consisting of the constituents of the
London Stock Exchange’s FTSE 250 Index, excluding investment
trusts. Notwithstanding the achievement of the TSR performance
conditions, no shares will vest unless the Committee considers that
the overall financial results of the Group have been satisfactory in the
circumstances over the performance period.
The Committee has set a target range of 10.0 per cent to 11.0 per cent
for the three-year period from 2025 to 2027 for Average ROCE. The
calculation of ROCE will follow that shown in the Alternative Performance
Measures on page 205 which uses the opening and closing year-end
balance sheets in the calculation of average capital employed.
Report of the Remuneration Committee on Directors’ remuneration continued
104
Grafton Group plc

The gender diversity target will be based on increasing the number
of females within a target group of colleagues being the Group
Management Team and direct reports, business leaders and their
executive committees, and regional and branch managers or the
equivalent general managers in the businesses. The composition
of this group has been adjusted slightly from that used for the 2024
gender diversity bonus target to reflect structural changes in the
business and to ensure that the appropriate group of colleagues is
captured. The target will be to increase the proportion of females in this
group by three per cent from 18.0 per cent as at 31 December 2024 to
21.0 per cent as at 31 December 2027.
The Greenhouse Gas (GHG) emissions target will be aligned with the
SBTi linear pathway to a 48.5 per cent reduction by 2030, measured
against a 2021 baseline. The target will be to reduce Scope 1 & 2
GHG emissions by 42.87 per cent by 31 December 2027 against the
2021 base year. The target has been adjusted to be appropriately
stretching taking into account the progress made against the 2021
baseline at 31 December 2024.
Under the Group’s Science Based Targets Initiative Recalculation
Policy, it may be necessary to recalculate and restate the base year
following significant structural changes in the Group. The Committee
will consider the impact of any such recalculation when assessing the
outcome of this performance condition.
Colleague engagement
The Remuneration Committee reviewed workforce remuneration
including base pay, benefits and incentives and this was also taken
into consideration in deciding the pay of Executive Directors and
Senior Management.
Members of the Committee attended Colleague Forums during the
year in the UK and Ireland. These forums, made up of colleagues from
each of our businesses, provided the opportunity for our people to
engage with Non-Executive Directors and to have their views heard
at Board level.
Shareholder engagement
The Committee is committed to ongoing dialogue with shareholders
and institutional advisory bodies on remuneration matters and it
welcomes feedback as it helps to inform its decisions.
The Committee takes an active interest in voting on Annual General
Meeting resolutions on remuneration matters and I hope that we can
rely on your continued support at this year’s AGM.
I am available to respond to any questions that shareholders have
about the Remuneration Policy, the Annual Report on Remuneration
or indeed on any other aspect of the work of the Committee and can
be contacted by email at remunerationchair@graftonplc.com.
Susan Murray
Chair of the Remuneration Committee
5 March 2025
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Annual Report on Remuneration
Although not required under Irish Companies legislation, this report includes the disclosures required by UK legislation contained in Part 3 of
Schedule 8 to The Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013, and the disclosures
required by UKLR 6.6.6R of the Listing Rules. The report also complies with the European Union (Shareholders’ Rights) Regulations 2020
introduced in Ireland in March 2020.
Implementation of Policy in 2024
Key component Summary Application of Policy in 2024
Chief Executive Officer Chief Financial Officer
Base salary 4.0 per cent increase to base salary with effect from
1 January 2024.
The increase was materially lower than the average
increase for the wider workforce of 6.0 per cent.
£769,600 per annum £468,300 per annum
Pension Pension allowance of 9% of salary, aligned with the pension
contributions available to the majority of the workforce.
£69,264 £42,147
Benefits Benefits included car allowance, mobile telephone,
life assurance, private medical cover and permanent
health insurance.
£25,075 £21,529
Annual Bonus Maximum opportunity:
150% of base salary for Chief Executive Officer
125% of base salary for Chief Financial Officer
Performance measures for the 2024 annual bonus were
as follows:
• Operating profit – 65%
• ROCE – 25%
• ESG (Gender Diversity & Carbon Emissions) -10%
No bonus payable if performance is at threshold.
Bonus opportunity:
150% of base salary
Outturn as a percentage
of maximum:
96.26% (£740,817)
Bonus opportunity:
125% of base salary
Outturn as a percentage
of maximum:
80.22% (£375,670)
Long Term
Incentive Plan
Maximum opportunity:
200% of base salary for Chief Executive Officer
175% of base salary for Chief Financial Officer
Performance measures for the 2024 LTIP were as follows:
• TSR relative to FTSE 250 ex. Investment trusts – 50%
• Adjusted EPS for final year of performance period – 50%
Award granted at
200% of base salary
Vesting subject to the
achievement of TSR and
Adjusted EPS performance
conditions measured over
a three-year period.
Award granted at
175% of base salary.
Vesting subject to the
achievement of TSR and
Adjusted EPS performance
conditions measured over
a three-year period.
Share ownership
guidelines
200% of salary Shareholding:18% of salary Shareholding: 295% of
salary
At a Glance
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Grafton Group plc

Summary of Remuneration Policy and implementation for 2025
The Directors’ Remuneration Policy (the “Policy”) was approved by Shareholders at the AGM of the Company held on 4 May 2023. The full Policy is
available on the Company’s website and in the 2022 and 2023 Annual Reports. The below table summarises the Policy along with details of how
the Policy will be implemented during 2025.
Element Operation Application of Policy in 2025
Base salary Normally reviewed annually in January and any changes
effective from 1 January (but may in exceptional circumstances
be reviewed and increased at other times).
No set maximum, however, any increases are normally in-line
with the general increase for the broader employee population.
Individual adjustments in excess of this may be made at the
discretion of the Committee.
Executive Director salaries with effect from 1 January
2025:
• Chief Executive Officer: £796,500
• Chief Financial Officer: £484,700
This represents a 3.5% increase on prior year which
was lower than average awards of 4.65% to colleagues
across the Group.
Pension A company contribution to a money purchase pension scheme
or provision of a cash allowance in lieu of pension or a
combination of both.
Maximum contribution/allowance is aligned to the level available
to the majority of the wider workforce (currently 9% of salary).
No change to operation.
Benefits Benefits currently include company car or company car
allowance, mobile telephone, life assurance, private medical
cover and permanent health insurance.
No change to operation.
Annual Bonus Maximum opportunity 150% of salary.
Majority of the bonus based on the achievement of appropriate
financial measures but may also include an element for non-
financial measures.
For financial measures, no bonus is payable if performance is
below a minimum threshold, up to 20 per cent is payable for
achieving threshold.
An Executive Director who has not met the shareholding
guidelines, is required to apply 30 per cent of their annual bonus
earned after statutory deductions for the purchase of shares in
the Group, which normally must be held for a two-year period.
Clawback applies.
No change to bonus opportunity for the Chief Executive
Officer (150% of salary).
Chief Financial Officer’s maximum opportunity
increased to 150% from 125% of salary.
Performance measures simplified to financial metrics:
• Adjusted operating profit (70%)
• Free cash flow conversion (30%)
Threshold bonus payout increased from 0% to 20%
of maximum payable.
Long Term
Incentive Plan
Maximum opportunity 200% of salary.
Awards vest subject to the achievement of performance
targets measured over a three-year performance period
which are normally EPS (earnings per share) and TSR
(total shareholder return).
Malus and clawback applies.
No change to maximum opportunity for Chief Executive
Officer (200%).
Chief Financial Officer’s maximum opportunity
increased to 200% from 175%.
Change to performance conditions and weightings:
• Relative TSR (30%)
• Adjusted EPS pre-property profit (30%)
• Average ROCE (30%)
• Gender diversity (5%)
• Carbon reduction (5%)
Share
ownership
guidelines
Executive Directors are expected to build and maintain a holding of
Company shares equal to at least 200% of base salary and to maintain
a minimum shareholding of 200% of salary (or actual shareholding if
lower) for two-years after stepping down from the Board.
No change to operation.
Chair and
Non-Executive
Director fees
The Chair’s fee is set based on a recommendation from the
Remuneration Committee. The Chair is currently paid a single
inclusive fee for the role.
Non-Executive Directors are paid a basic fee for membership of
the Board and additional fees for serving as Chair of Audit and
Risk and Remuneration Committees. Additional fees may be paid
to reflect additional Board or Committee responsibilities or time
commitments as appropriate.
Fees with effect from 1 January 2025:
• Chair: £250,000 (no change)
• Non-Executive Director base fee: £66,000/€78,000,
an increase of 7.4% from 2024
• Audit and Risk and Remuneration Chair fee:
£14,000/€16,500, an increase of 42.6% from 2024
• A fee of £11,000/€13,000 was introduced in 2025 for
the role of Senior Independent Director
With effect from 1 January 2025, Non-Executive Director
fees are paid in local currency.
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Annual Report on Remuneration continued
Remuneration Scenarios for Executive Directors
The chart below shows how the total pay opportunities for 2025 for Executive Directors vary under four performance scenarios – Minimum, In
line with Expectation, Maximum and Maximum plus 50 per cent share price growth.
Chief Executive Officer (£’000) Chief Financial Officer (£’000)
18%
35%
43%
35%
26%
32%
27%
100%
39%
25%
20%
Maximum plus 50%
Share Price Growth
MaximumIn line with
expectation
Minimum
£893
£2,287
£3,681
£4,478
18%
35%
43%
35%
26%
32%
27%
100%
39%
25%
20%
Maximum plus 50%
Share Price Growth
MaximumIn line with
expectation
Minimum
£550
£1,399
£2,247
£2,731
Fixed Annual Bonus Long Term
Share Awards
Share Price
Growth
Assumptions
Minimum = fixed pay only (2025 salary, benefits and pension).
In line with expectation (which is not target) = 50 per cent vesting of the annual bonus and LTIP awards.
Maximum = 100 per cent vesting of the annual bonus and LTIP awards.
Maximum plus 50 per cent Share Price Growth = 100 per cent vesting of the annual bonus and LTIP awards plus 50 per cent share price growth.
Membership of the Remuneration Committee
The Committee currently comprises Mrs. Susan Murray, Chair, Mr. Vincent Crowley, Dr. Rosheen McGuckian, Ms. Avis Darzins and Mr. Mark
Robson all of whom are Non- Executive Directors determined by the Board to be independent.
The Committee members have no personal financial interest, other than as shareholders, in matters to be decided, no potential conflicts of
interests arising from cross directorships and no day-to-day involvement in running the business. The Non-Executive Directors are not eligible for
pensions and do not participate in the Group’s bonus or share schemes. The Committee’s Terms of Reference can be found on the Group website.
Mr. Michael Roney, who served as Chair of the Board until 2 May 2024, and Mr. Ian Tyler, Chair, attended meetings of the Committee during 2024
by invitation and participated in discussions. During the year the Committee consulted with the Chief Executive Officer who was invited to attend
part of the meetings of the Committee. Ms. Paula Harvey, Group HR Director, is Secretary to the Committee. The Chair of the Committee was
assisted in her work by the Company Secretary and the Deputy Company Secretary.
No Director or the Company Secretary, or the Group HR Director took part in discussions relating to their own remuneration and/or benefits.
Deloitte LLP ("Deloitte") serves as the Committee’s advisor on remuneration matters. During the year, Deloitte provided the Committee with a
market practice update on remuneration trends and governance, in addition to advising on the implementation of the 2024 Remuneration Policy
and other related matters. Fees for these services, charged on a time and materials basis, totalled £100,100.
Deloitte was appointed by the Committee following a competitive tender process. The Committee is satisfied that the Deloitte team advising on
remuneration has no connections with Grafton Group plc or its Directors that could impair their independence. Potential conflicts of interest were
reviewed, and the Committee deemed the existing safeguards against such conflicts to be appropriate. The Committee is satisfied that all advice
received from Deloitte concerning remuneration was objective and independent.
Deloitte is a signatory to the Remuneration Consultants’ Code of Conduct, which mandates impartial advice. Deloitte has confirmed to the
Committee its compliance with this Code. Deloitte provided other immaterial services to the Group during the year.
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Activity during the year
January 2024
• Initial consideration of 2024 Bonus Scheme including structure, measure and targets;
• Agreed the Gender Diversity target for the 2024 Annual Bonus Scheme;
• Agreed the EPS target range for the 2024 LTIP awards;
• Approved a proposal to introduce the Willis Towers Watson Global Grading System and changes to LTIP allocation of awards to below Board
level executives;
• Reviewed and approved a remuneration Proposal for members of the Group Management Team (GMT). Biographies for the current GMT are
available on page 84; and
• Reviewed and agreed the post-employment remuneration arrangements for the outgoing Company Secretary/Group Financial Controller.
March 2024
• Considered and approved the Report of the Remuneration Committee on Directors’ Remuneration;
• Determined annual bonus payments for 2024;
• Determined the extent of vesting of the LTIP awards made in 2021;
• Agreed the quantum of 2024 LTIP awards to be granted to Executive Directors, and the GMT including the Company Secretary;
• Agreed the performance conditions for the 2024 LTIP awards;
• Agreed the 2024 Bonus Scheme structure, measures and targets;
• Reviewed and approved a remuneration proposal for the incoming Company Secretary; and
• Reviewed the CEO Pay Ratio with the wider workforce.
April 2024
• Grant of awards under Save as You Earn Scheme to UK colleagues.
May 2024
• Update on shareholder voting and feedback on AGM resolution on Annual Report on Remuneration.
August 2024
• Approved additional grant of 2024 LTIP awards;
• Approved the vesting of LTIP awards granted in 2021; and
• Update on shareholder feedback from shareholder consultation on 2024 AGM resolution 12 shareholder voting rationale.
December 2024
• Considered an update from Deloitte on latest executive remuneration trends and corporate governance developments;
• Considered a management proposal on changes to Executive Remuneration;
• Agreed changes to Chief Financial Officer’s variable remuneration;
• Agreed changes to Annual Bonus Scheme structure, measures and financial targets;
• Agreed changes to LTIP Award performance measures;
• Agreed treatment of share buybacks;
• Considered level of potential Bonus Awards for 2024;
• Considered level of potential vesting of 2022 LTIP Awards in 2025;
• Considered an update on pay across the Group’s workforce;
• Determined 2025 salary increases for Chief Executive Officer, Chief Financial Officer and the GMT including the Company Secretary;
• Initial consideration of proposed targets for the 2025 LTIP Awards;
• Reviewed Executive Directors’ shareholdings against Policy;
• Reviewed share allocation and dilution limits;
• Considered and approved proposed changes of Remuneration Committee Terms of Reference;
• Reviewed and agreed the Committee proposed timetable and work schedule for 2025; and
• Considered shareholder and proxy advisor feedback received on the 2024 Report of the Remuneration Committee on Directors’ Remuneration.
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Annual Report on Remuneration continued
Single total remuneration figure of Directors’ remuneration
The following table sets out the total remuneration for Directors for the year ending 31 December 2024 and the prior year.
Salary/Fees (a) Bonus (b) Pension (c) Other benefits (d)
Long Term
Incentive Plan (e) Total
2024
£’000
2023
£’000
2024
£’000
2023
£’000
2024
£’000
2023
£’000
2024
£’000
2023
£’000
2024
£’000
2023
£’000
2024
£’000
2023
£’000
Executive Directors
E. Born 770 740 741 182 69 67 25 30 46 – 1,651 1,019
D. Arnold 468 450 376 92 42 41 22 27 94 203 1,002 813
1,238 1,190 1,117 274 111 108 47 57 140 203 2,653 1,832
Non-Executive Directors
I. Tyler
(i)
175 – – – – – – – – – 175 –
S. Murray 71 73 – – – – – – – – 71 73
V. Crowley 61 63 – – – – – – – – 61 63
R. McGuckian 61 63 – – – – – – – – 61 63
A. Darzins 61 63 – – – – – – – – 61 63
M. Robson
(ii)
68 5 – – – – – – – – 68 5
M. J. Roney
(iii)
81 239 – – – – – – – – 81 239
P. Hampden Smith
(iii)
24 73 – – – – – – – – 24 73
602 579 – – – – – – – – 602 579
Total Remuneration 1,840 1,769 1,117 274 111 108 47 57 140 203 3,255 2,411
(i) Mr. I. Tyler was appointed to the Board on 1 March 2024.
(ii) Mr. M Robson was appointed to the Board on 1 December 2023 and succeeded Mr. P. Hampden Smith as Chair of the Audit and Risk Committee on 2 May 2024.
(iii) Mr. M.J. Roney and Mr. P. Hampden Smith stepped down from the Board on 2 May 2024.
The following table sets out the total remuneration for Executive Directors split between fixed and variable pay for the year ending 31 December
2024 and the prior year. Fixed pay includes salary, fees, pension and other benefits. Variable pay includes bonus and Long-term Incentive Plan.
The remuneration of Non-Executive Directors is all fixed pay. These fees were not increased in the year.
Total fixed pay Total variable pay Total
2024
£’000
2023
£’000
2024
£’000
2023
£’000
2024
£’000
2023
£’000
Executive Directors
E. Born 864 837 787 182 1,651 1,019
D. Arnold 532 518 470 295 1,002 813
1,396 1,355 1,257 477 2,653 1,832
Comparative figures included in the tables above have been presented on a consistent basis with the current year. Further details on the valuation
methodologies applied are set out in notes (a) to (e) below. These valuation methodologies are as required by the Regulations and are different
from those applied within the financial statements which have been prepared in accordance with International Financial Reporting Standards
(‘IFRS’) as adopted by the EU. The total expense relating to the Directors recognised within the income statement in respect of the Long-term
Incentive Plan (LTIP) is £941,000 (2023: £662,000).
Notes to the Directors’ remuneration table:
(a) This is the amount of salaries and fees earned in respect of the financial year. Non-Executive Directors’ fees are payable in Euro and
remained unchanged at €72,603. The sterling equivalent amounts to £61,467 on the basis of the average exchange rate for the year
of 84.662 pence. Additional fees of €11,594 (sterling equivalent of £9,816) are payable to each of the Chairs of the Audit and Risk Committee
and the Remuneration Committee.
(b) This is the amount of bonus earned in respect of the financial year. The amount payable in respect of 2024 will be paid at the end of March 2025.
(c) This is the amount of contribution payable in respect of the financial year by way of a company contribution to a pension scheme or a taxable
payment in lieu of pension made through the payroll.
(d) Benefits comprise permanent health and medical insurance and the provision of a company car.
(e) For the year ended 31 December 2024, this is the value of LTIP awards that will vest in April/November 2025. The vesting of these awards was
subject to performance conditions over the period from 1 January 2022 to 31 December 2024. The value of the awards that will vest is based
on the average share price of £9.86 for the three months to 31 December 2024. This represents a decrease of £0.07 or 0.7 per cent from the
share price of £9.93 at the date of grant. No discretion was applied as a result of this decrease. For the year ended 31 December 2023, this is
the value of LTIP awards that vested in August 2024 which has been updated from that disclosed last year to reflect the share price of £10.796
on the date of vesting. The amount disclosed in the 2023 report was £156,000 in respect of Mr. D. Arnold.
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Grafton Group plc

Fixed pay in 2024
Salary and fees
Having taken account of both external market developments and internal Group considerations, the Committee approved in December 2023 a
basic salary increase of 4.0 per cent with effect from 1 January 2024 for the Chief Executive Officer and the Chief Financial Officer which was
materially lower than average awards of 6.0 per cent to colleagues across the Group.
Salary/Fees
2024
£’000
2023
£’000 Change
E. Born 770 740 4.0%
D. Arnold 468 450 4.0%
Non-Executive Directors’ fees were £61,467 per annum (based on an exchange rate of 84.662 pence to 1 euro) (constant currency: €72,603).
Additional fees of €11,594 (sterling equivalent of £9,816) were paid to each of the Chairs of the Audit and Risk Committee and the Remuneration
Committee.
Mr. Ian Tyler was appointed to the board as Independent Non-Executive Director, Chair Designate on 1 March 2024 and succeeded Mr. Roney as
Chair following the conclusion of the 2024 AGM. The Committee approved an annual fee of £250,000 to Mr. Tyler for the role of Chair which was
in line with the median level payable by FTSE 250 companies by reference to market capitalisation. For the period between appointment as Non-
Executive Director and assuming the role of Chair, Mr. Tyler received an annual fee of €72,603 which was time apportioned accordingly. The actual
fee paid to Mr. Roney, during the period 1 January to 2 May 2024, was £81,325.
Benefits
Benefits comprise permanent health and medical insurance and the provision of a company car.
Health and
Medical
Insurance
£’000
Provision of
a Company
Car
£’000
Total 2024
Taxable
Benefits
£’000
Total 2023
Taxable
Benefits
£’000
E. Born 9 16 25 30
D. Arnold 7 15 22 27
Pension
Pension benefits comprise either a company contribution to an Executive Director’s personal pension plan, a company contribution to the Group
defined contribution pension scheme or a taxable non-pensionable cash allowance paid through the payroll in lieu of pension benefit.
2024
Base Salary
£’000
% of
salary
2024
Pension
Contribution
£’000
2023
Pension
Contribution
£’000
E. Born 770 9.0% 69 67
D. Arnold 468 9.0% 42 41
The rate of pension contribution is maintained at 9.0 per cent of base salary as implemented on 1 January 2023 and is aligned with the rate
available to the majority of the workforce.
Pay for performance
Annual bonus
The maximum bonus opportunity for Mr. Born and Mr. Arnold was 150 per cent and 125 per cent of salary respectively. 65 per cent of the annual
bonus was based on operating profit, 25 per cent on return on capital employed and five per cent each for gender diversity and carbon emissions
targets, which are described in further detail on page 103.
The tables below analyses the composition of the bonus opportunity for the year (% of salary) for the CEO and CFO:
CEO bonus based on
Operating profit 97.50%
Return on capital employed 37.50%
Gender Diversity 7.50%
Carbon Emissions 7.50%
150.00%
CFO bonus based on
Operating profit 81.25%
Return on capital employed 31.25%
Gender Diversity 6.25%
Carbon Emissions 6.25%
125.00%
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Annual Report on Remuneration continued
Financial targets were set at the beginning of the year by reference to the Group’s budget for 2024. The actual targets and performance against
those targets are set out in the table below for 2024:
Threshold
(0% Payable)
Target
(50% Payable)
Stretch
(100% Payable) Actual
% of
Maximum
Payable
Operating profit (£’000)* £161,430 £174,519 £187,608 £176,753 58.53%
Return on capital employed** 9.27% 10.02% 10.77% 10.24% 64.51%
* Adjusted constant currency operating profit, before property profit which increased operating profit as reported by £3,546,000 and excludes Salvador Escoda profit of £323,000.
** Based on capital employed in budget/monthly management accounts.
The award for each financial measure was based on a sliding scale from 92.5 per cent to 107.5 per cent of the Group’s budget for 2024. No bonus
was payable if performance was below a minimum threshold of 92.5 per cent of target. The bonus opportunity then increased on a straight line
basis up to 100 per cent of the bonus opportunity on achieving 107.5 per cent of target.
The gender diversity target which was based on increasing the number of female colleagues as a proportion of a target group of colleagues, being
the Group Management Committee, certain Group leadership roles, Business Unit CEOs and their executive committees, regional managers and
branch managers across the Group by one per cent from 13.0 per cent to 14.0 per cent by 31 December 2024 was achieved. As at 31 December
2024, the percentage of female colleagues in the target group as a proportion of the Group’s workforce was 15.0 per cent. The carbon emission
target, which was achieved in full, was based on a reduction of 2.5 per cent in emissions per million of revenue at constant prices in 2024 against
the outcome for 2023. The Group achieved a 5.4 per cent reduction in Scope 1 and Scope 2 GHG emissions per million of revenue in 2024.
The Committee considered the extent to which these targets were achieved and agreed a payment of 96.26 per cent of salary for Mr. Born out of
a maximum bonus opportunity of 150 per cent of salary and 80.22 per cent of salary for Mr. Arnold out of a maximum bonus opportunity of 125
per cent of salary. These bonuses equate to 64.17 per cent of the maximum opportunity. The Committee agreed that the bonus outcome was
reflective of the underlying financial performance of the Group and therefore no discretion was applied.
Long-term incentive plan (‘LTIP’)
The Remuneration Committee has the authority to set appropriate criteria for each award. The Committee believes that the LTIP should align
management and shareholder interests and assist the Group in the recruitment and retention of senior executives.
LTIP awards with a performance period covering the three years to 31 December 2024
The performance conditions for LTIP awards made to Executive Directors in April and November 2022 were based on growth in EPS and TSR. Half
of the awards to Executive Directors were based on relative TSR versus a comparator group consisting of the constituents of the London Stock
Exchange’s FTSE 250 Index excluding investment trusts. As the Group’s TSR was ranked at median, 25 per cent of this half of the award will vest.
The other half was based on the Group’s adjusted EPS for the financial year ended 31 December 2024. The reported adjusted EPS for the year
was 71.78 pence which was below the threshold 101.7 pence. The Adjusted EPS outcome was calculated based on the number of shares in
issue as at the end of 31 December 2021. On this basis, adjusted EPS for 2024 was 58.8 pence excluding property profit. As this was below the
threshold of 101.7 pence, this half of the award will not vest.
The relevant targets and results for the year were as follows:
50% TSR relative to a peer group 50% Adjusted EPS
Performance ranking required % of element vesting Performance required % of element vesting
Below threshold Below median 0% Below 101.7p 0%
Threshold Median 25% 101.7p 25%
Between threshold and stretch Median-80th percentile 25%-100% 101.7p-116.4p 25%-100%
Stretch or above Above 80th percentile 100% Above 116.4p 100%
Actual achieved Ranked 78th 25% 58.8p 0%
Based on the above, 12.5 per cent of the total awards granted to the Chief Financial Officer and Chief Executive Officer will vest in April and
November 2025 respectively. The Committee agreed that the vesting outcome was reflective of the underlying financial performance of the
business and no discretion was applied.
The following is a summary of the 2022 awards that will vest in April and November 2025:
Director
Total number
of shares
granted
Percentage
of award
vesting
Number of
shares
vesting
Value of shares
vesting (£)
1
E. Born 37,251 12.5% 4,656 £ 45,908
D. Arnold 75,992 12.5% 9,499 £ 93,660
1 As these shares do not vest until after 1 April and 22 November 2025 respectively, a deemed share price is used to calculate the value of the vesting. This is taken as the three-
month average to 31 December 2024 being £9.86.
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Grafton Group plc

LTIP awards granted during the year ended 31 December 2024
The following awards were made during the year ended 31 December 2024:
Date of grant
Number of nil
cost units
% of
base salary
Share price at
grant date
Value of
award at
grant date
E. Born 20 March 2024 157,334 200 £9.783 £1,539,200
D. Arnold 20 March 2024 83,770 175 £9.783 £819,523
The 2024 awards to Mr. Born and Mr. Arnold are subject to the achievement of the following TSR and Adjusted EPS performance conditions:
50% TSR relative to a peer group 50% Adjusted EPS
Performance ranking required % of element vesting Performance required % of element vesting
Below threshold Below median 0% Below 86.7p 0%
Threshold Median 25% 86.7p 25%
Between threshold and stretch Median-80
th
percentile 25%-100% 86.7p-95.8p 25%-100%
Stretch or above Above 80
th
percentile 100% Above 95.8p 100%
The TSR comparator group consists of the constituents of the London Stock Exchange’s FTSE 250 Index excluding investment trusts.
The Adjusted EPS for 2026 is calculated based on the number of shares in issue at the end of 2023 being 205,560,972 (excluding 500,000
treasury shares) such that management will not benefit from any share buybacks during the period.
In line with best practice and shareholder expectations, the Committee retains discretion to adjust the vesting outcome if it is not considered to
be reflective of the underlying financial and/or non-financial performance of the business, the performance of the individual over the performance
period or where the outcome is not considered appropriate in the context of the experience of shareholders and other stakeholders.
A holding period of two years will apply to LTIP awards received by Executive Directors that vest, after taking into account any shares sold to pay
tax and other statutory obligations in line with the Remuneration Policy. Shares held during the two-year holding period will be deemed to be part
of an executive directors’ shareholding, for the purposes of monitoring the shareholding guidelines. The vesting period and the holding period will
be five years in total. Clawback provisions also apply.
Loss of office payments and payments to past Directors
No loss of office payments or any payments to past Directors were made during the year.
Application of remuneration policy in 2025
Salaries
The Remuneration Policy for 2023 notes there is no prescribed maximum annual salary increase but the Committee will be guided by the general
increases for the broader employee population but on occasion may need to recognise an increase in the scale, scope or responsibility of the role.
The Committee approved a salary increase of 3.5 per cent with effect from 1 January 2025 for the Chief Executive Officer and the
Chief Financial Officer which was lower than average awards of 4.65 per cent to colleagues across the Group.
The following salaries will apply from 1 January 2025:
2025
Base salary
£’000
2024
Base salary
%
Increase
E. Born £796,500 £769,600 3.5%
D. Arnold £484,700 £468,300 3.5%
Chair and Non-Executive Directors’ fees
Fees payable to the Chair are payable in Sterling and remain unchanged at £250,000 for 2025. A benchmark review of Non-Executive Director
fees was undertaken and it was agreed that an increase of 7.4 per cent would apply to the basic Non-Executive Director fee with effect from
1 January 2025 and that a fee increase of 42.6 per cent would apply to the additional fee for Chairs of the Audit and Risk Committee and the
Remuneration Committee. It was also agreed that a fee of £11,000/€13,000 would apply to the role of Senior Independent Director with effect
from 1 January 2025. With effect from 1 January 2025, Non-Executive Director fees are paid in local currency.
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Annual Report on Remuneration continued
Pension and benefits
Mr. Born and Mr. Arnold will receive taxable pension contributions or a cash allowance in lieu of pension of 9.0 per cent of salary with effect from
1 January 2025 which are aligned to the level available for the majority of the wider workforce.
Annual bonus
As set out in the Report of the Committee on pages 102 to 105, the maximum bonus opportunity for the Chief Financial Officer has been increased
to 150 per cent of salary in line with that of the Chief Executive Officer.
70 per cent of the annual bonus is based on adjusted operating profit (EBITA) before property profit and 30 per cent on free cash flow conversion.
The measures and weightings for 2025 are shown in the table below.
CEO Bonus based on
% of salary
2025
% of salary
2024
Operating profit 105.00% 97.50%
Free cash flow conversion 45.00% n/a
Return on capital employed n/a 37.50%
Gender diversity n/a 7.50%
Carbon emissions n/a 7.50%
150.00% 150.00%
CFO bonus based on
% of salary
2025
% of salary
2024
Operating profit 105.00% 81.25%
Free cash flow conversion 45.00% n/a
Return on capital employed n/a 31.25%
Gender diversity n/a 6.25%
Carbon emissions n/a 6.25%
150.00% 125.00%
The operating profit target is commercially sensitive and therefore will be disclosed in the 2025 Annual Report.
In line with the Policy, Executive Directors are required to apply 30 per cent of any annual bonus earned after statutory deductions for the purchase
of shares in the Group. These shares would be required to be held for two years. Clawback provisions also apply.
Long-term incentives
As set out in the Report of the Committee on pages 102 to 105, LTIP awards for 2025 will be made at 200 per cent of salary to the CEO and CFO
and vesting will be based on five performance measures:
Measure Weighting
Relative TSR 30.0%
Adjusted EPS pre-property profit 30.0%
Average ROCE 30.0%
Gender diversity 5.0%
Carbon reduction 5.0%
Relative TSR
The TSR performance condition will continue to be measured against a comparator group consisting of the constituents of the London Stock
Exchange’s FTSE 250 Index, excluding investment trusts. Notwithstanding the achievement of the TSR performance conditions, no shares will vest
unless the Committee considers that the overall financial results of the Group have been satisfactory in the circumstances over the performance
period.
Adjusted EPS pre-property profit
As noted in the Chair’s letter, following the AGM and taking into account feedback from shareholders as part of a consultation process, the
approach to EPS measurement was reviewed. The Committee agreed that for the LTIP award in 2025, EPS targets will be based on forecast
organic growth plus potential growth achievable through acquisitions or buybacks. EPS performance will be assessed on adjusted EPS for the final
year of the performance period, including the impact of acquisitions and share buybacks.
When setting the 2027 Adjusted EPS target for the 2025 LTIP award, the Committee considered the continuing challenges in the Group’s trading
environment and the additional structural pressures including above inflationary wage increases and tax rises. The Committee has set a target
range for Adjusted EPS before property profit for 2027 of between 79.1p at threshold, 86.1p at target and 93.6p at maximum. Performance will be
assessed on adjusted EPS for the final year of the performance period, including the impact of acquisitions and share buybacks.
The Committee believes that this range is aligned with delivery of the Group’s strategic and financial objectives and represents an appropriately
stretching target. 25 per cent of the award will vest if the lower end of the adjusted EPS target range of 79.1p is achieved. Where adjusted EPS is
between the threshold and target point in the range then between 25 per cent and 50 per cent of this part of the award will vest on a straight-line
basis. Between the target and the maximum target in the range, then between 50 per cent and 100 per cent of this part of the award will vest on
a straight-line basis. The target adjusted EPS range for 2027 is equivalent to annual compound growth of 4.0 per cent at threshold, 7.0 per cent at
target, and 10.0 per cent at maximum applied to the 2024 base year adjusted EPS excluding property profit of 70.3p.
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Grafton Group plc

Average ROCE
The Committee has set a target range of 10.0 per cent to 11.0 per cent for the three-year period from 2025 to 2027 for Average ROCE. The
calculation of ROCE will follow that shown in the Alternative Performance Measures on page 205 which uses the opening and closing year-end
balance sheets in the calculation of average capital employed.
Gender diversity
The gender diversity target will be based on increasing the number of females within a target group of colleagues being the Group Management
Team and direct reports, business leaders and their executive committees, and regional and branch managers or the equivalent general managers
in the businesses. The composition of this group has been adjusted slightly from that used for the 2024 gender diversity bonus target to reflect
structural changes in the business and to ensure that the appropriate group of colleagues is captured. The target will be to increase the number
of females in this group by three per cent from 18.0 per cent as at 31 December 2024 to 21.0 per cent as at 31 December 2027. The amount of
the award is determined on a straight-line basis as shown in the table below.
GHG emissions reduction
The Greenhouse Gas (GHG) emissions target will be aligned with the SBTi linear pathway to a 48.5 per cent reduction by 2030, measured against
a 2021 baseline. The target will be to reduce Scope 1 & 2 GHG emissions by 42.87 per cent by 31 December 2027 against the 2021 base year.
The target has been adjusted to be appropriately stretching taking into account the progress made against the 2021 baseline as at 31 December
2024. The amount of the award is determined on a straight-line basis as set out in the table below. Under the Group’s Science Based Targets
Initiative Recalculation Policy, it may be necessary to recalculate and restate the base year following significant structural changes in the Group.
The Committee will consider the impact of any such recalculation when assessing the outcome of this performance condition.
Financial targets
30% TSR relative to a peer group 30% Adjusted EPS 30% Average ROCE
Ranking
% of element
vesting Performance
% of element
vesting Performance
% of element
vesting
Below threshold Below median 0% Below 79.1p 0% Below 10.0% 0%
Threshold Median 25% 79.1p 25% 10.0% 25%
Between threshold and target – – 79.1p - 86.1p 25% - 50% – –
Between target and stretch – – 86.1p - 93.6p 50% - 100% – –
Between threshold and stretch Median-80
th
percentile 25% - 100% – – 10.0% -11.0% 25% - 100%
Stretch or above Above 80
th
percentile 100% Above 93.6p 100% 11.0% 100%
ESG targets
5% gender diversity 5% GHG emissions
Performance % of element vesting Reduction % of element vesting
Below threshold Below 18.75% 0% Below 40.76% 0%
Threshold 18.75% 25% 40.76% 25%
Between threshold and stretch 18.75% - 21.0% 25% - 100% 40.76% - 42.87% 25% - 100%
Stretch or above Above 21.0% 100% Above 42.87% 100%
Holding period
A holding period of two years will apply to LTIP awards received by Executive Directors that vest, after taking into account any shares sold to pay
tax and other statutory obligations in line with the Remuneration Policy. Shares held during the two-year holding period will be deemed to be part
of an executive directors’ shareholding, for the purposes of monitoring the shareholding guidelines. The vesting period and the holding period will
be five years in total.
Relative importance of spend on pay
The following table sets out the percentage change in dividends, share buybacks and overall spend on employee pay in the 2024 financial year
compared with the prior year.
2024
£’000
2023
£000
%
Change
Dividends payable 73,214* 73,174 0.05
Share buybacks 80,923 155,735 (48.04)
Employee remuneration costs 365,952 350,925 4.28
* Based on shares in issue as at 28 February 2025.
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Annual Report on Remuneration continued
Percentage change in Directors pay
The table below shows the percentage year-on-year change in the value of salary/fees, annual bonus and benefits for all Directors compared to
that of the average employee on an annual basis. Change is calculated using unrounded pay figures in local currency. Mr. Ian Tyler was appointed
to the Board on 1 March 2024.
2024 2023 2022 2021 2020
Salary Benefits Bonus
Salary Benefits Bonus Salary Benefits Bonus Salary Benefits Bonus Salary Benefits Bonus
E. Born 4.0% (16.3%) 308.1% – n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
D. Arnold 4.0% (21.3%) 308.2% 4.4% (5.3%) (56.0%) 3.1% 3.2% (50.0%) 5.1% (32.4%) 100.0% (3.0%) (4.9%) (100.0%)
I. Tyler n/a – – n/a – – n/a – – n/a – – n/a – –
S. Murray – – – – – – 19.6% – – 5.3% – – (4.5%) – –
V. Crowley – – – – – – 3.1% – – 5.3% – – (4.5%) – –
R. McGuckian – – – – – – 3.1% – – 5.3% – – n/a – –
A. Darzins – – – – – – n/a – – n/a – – n/a – –
M. Robson – – – n/a – – n/a – – n/a – – n/a – –
M. Roney* – – – – – – 3.1% – – 5.3% – – (4.5%) – –
P. Hampden Smith* – – – – – – 19.6% – – 5.3% – – (4.5%) – –
Average employee
Salary, Benefits
and Bonus (£)** 5.2% 4.4% 4.0% 10.4% (7.3%)
* Mr. Roney and Mr. Hampden Smith stepped down from the Board on 2 May 2024.
** Based on average number of persons employed during the year. The increase in constant currency was 6.9 per cent.
CEO pay ratio to the workforce
The table below shows the ratio of the CEO’s total remuneration for 2024 and the lower, median and upper quartile full-time equivalent
remuneration of the Group’s UK employees. The pay ratios for 2023, 2022, 2021, 2020 and 2019 are also shown for comparison. Grafton has
decided to use Option A as it provides the most statistically accurate method for identifying the pay ratios. Option A requires a company to
calculate the total full-time equivalent pay and benefits of all its UK employees for the relevant financial year (using the same methodology as
for CEO pay) in order to identify and rank the 25th, 50th and 75th percentiles. The total remuneration for employees includes wages and salaries,
taxable benefits, bonuses, share based payments remuneration and pensions.
The period of analysis is between 1 January and 31 December 2024. The total number of UK colleagues included in the 2024 pay ratio
analysis was 4,009. The analysis included colleagues employed at 31 December 2024.
Method
25th percentile
pay ratio
50th percentile
pay ratio
75th percentile
pay ratio
2019 Option A 93:1 77:1 59:1
2020 Option A 68:1 57:1 44:1
2021 Option A 138:1 120:1 90:1
2022 Option A 35:1 31:1 26:1
2023 Option A 43:1 37:1 30:1
2024 Option A 67:1 59:1 48:1
25th percentile pay ratio 50th percentile pay ratio 75th percentile pay ratio
Financial year Method
Total pay and
benefits Total salary
Total pay and
benefits Total salary
Total pay and
benefits Total salary
2024 Option A £24,667 £23,781 £28,212 £26,537 £34,682 £32,350
For the purpose of calculating the pay ratio, the CEO’s remuneration is based on the single figure for 2024 of £1,650,664 which includes all
remuneration (salary, pension, benefits and LTIP). Details of colleague bonus payments in respect of 2024 is based on bonuses paid in 2024. This
is consistent with the calculation method used in previous years. Consistent with our practice in previous years, next year’s report will be updated
for bonuses paid to colleagues in respect of 2024. The Committee considers the median pay ratio consistent with the Group’s wider policies on
employee pay, reward and progression. For example, the Committee reviewed workforce remuneration including base pay, benefits and incentives
which was taken into consideration when deciding the pay of Executive Directors and Senior Management. Changes in total remuneration for the
CEO are largely as a result of the volatile nature of their variable pay and this is reflected in the variation of the total pay ratio over the period.
* The pay ratio reported for 2023 has been re-calculated to be based on colleague bonuses paid in respect of 2023 such that it is on a like for like basis to the CEO’s single figure calculation.
116
Grafton Group plc

Performance graph and single total figure of remuneration
Total shareholder return
The graph below compares the TSR performance of Grafton Group plc, assuming dividends are re-invested, with the TSR performance of the
FTSE 250 over the period 31 December 2014 to 31 December 2024.
Dec 2014 Dec 2015 Dec 2016 Dec 2017 Dec 2018 Dec 2019 Dec 2020 Dec 2021 Dec 2022 Dec 2023
0
100
200
300
400
500
Dec 2024
FTSE 250 Index
Grafton Group Plc
This graph shows the value, by 31 December 2024, of £100 invested in Grafton Group plc on 31 December 2014, compared with the value of £100
invested in the FTSE 250 Index on the same date. This comparator group was chosen on the basis that the Company is a constituent of the index
and it includes comparable sized businesses. The other points plotted are the values at intervening financial year-ends.
The table below shows the total remuneration figure for the position of CEO over the ten years to 2024.
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
CEO single total figure of
remuneration (£’000)
2,255 1,692 1,689 2,211 1,852 1,322 2,876 791* 1,019 1,651
Annual bonus payout relative to maximum 53% 60% 100% 93% 19% 0% 100% n/a 16% 64%
LTIP vesting 87% 50% 26% 72% 95% 30% 100% n/a n/a 13%
* This is the pro-rated single figure of remuneration for the role of CEO. Mr. E. Born was appointed Chief Executive Officer and joined the Board on 28 November 2022. Mr. G. Slark
stepped down from the Board on 31 December 2022. No bonus or LTIP was applicable in 2022.
Statement of shareholder voting
The 2023 Annual Report on Remuneration received the following votes from shareholders at the 2024 AGM:
Total number of votes % of votes cast
For 123,729,361 98.61
Against 1,741,874 1.39
Total 125,471,235 100
The number of votes withheld for the Annual Report on Remuneration was 74,346.
The 2023 Directors Remuneration Policy received the following votes from shareholders at the 2023 AGM:
Total number of votes % of votes cast
For 133,960,759 97.88
Against 2,896,246 2.12
Total 136,857,005 100
The number of votes withheld for the Remuneration Policy was 2,160.
117
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Governance
Sustainability
Statement
Financial
Statements
Supplementary
Information
Strategic
Report

Annual Report on Remuneration continued
Directors’ and secretary’s interests
The beneficial interests of the Directors in the share capital of the Company were as follows:
Director
31 December
2024
Grafton Units*
31 December
2023
Grafton Units
Unvested LTIP
awards**
Unvested SAYE
options***
I. Tyler – – – –
E. Born 14,330 11,300 361,440 1,156
D. Arnold 144,000 197,936 248,601 2,290
V. Crowley 8,000 8,000 – –
S. Murray 1,500 1,500 – –
R. McGuckian 5,380 5,380 – –
A. Darzins 2,406 2,406 – –
M. Robson 2,500 – – –
M.J. Roney**** 45,826 45,826 – –
P. Hampden Smith**** 45,566 45,566 – –
Secretary
S. Lannigan 5,064 – 12,369 –
* At 31 December 2024 a Grafton Unit consists of one Ordinary Share of €0.05 in Grafton Group plc.
** Vesting of these awards is subject to performance conditions and includes awards granted in 2022, 2023 and 2024.
*** Mr. Born held options to buy 1,156 shares at the agreed option price within six months after the three-year option period ending on 1 June 2027. Mr. Arnold held options to
buy 1,134 shares at the agreed option price within six months after the three-year option period ending on 1 June 2025, and options to buy 1,156 shares at the agreed option
price within six months after the three-year option period ending on 1 June 2027.
**** Mr. M.J. Roney and Mr. P. Hampden Smith stepped down from the Board on 2 May 2024. Actual Shareholdings as at 2 May 2024 shown.
The closing price of a Grafton Unit on 31 December 2024 was 960p (31 December 2023: 911.10p) and the price range during the year was
between 886.50p and 1,087.0p (2023: 751.0p and 988.7p). There have been no changes in the interests of the Directors and Secretary between
31 December 2024 and the date of this report.
To further align the interests of senior management with those of shareholders, Executive Directors are subject to share ownership guidelines.
Executive Directors are required to build a holding of shares in the Company with a minimum value of 200 per cent of their salary. Executive
Directors are expected to retain half of any shares that vest under the LTIP after taking into account any shares sold to pay tax and other statutory
obligations, until this share ownership requirement is fulfilled. In addition, Executive Directors are required to apply 30 per cent of their annual
bonus after statutory deductions for the purchase of shares in the Group.
There is normally a two year holding period for shares received from LTIP awards that vest. The two-year holding period will continue to apply
after a Director has stepped down from the Board. Executive Directors will normally be expected to maintain a minimum shareholding of 200 per
cent of salary (or actual shareholding if lower) for the two years after stepping down from the Board.
Mr. Born held shares at the year-end valued at 0.18 times his salary which reflects his relatively recent appointment as a Director. Mr. Arnold held
shares at the year-end valued at 2.95 times his salary. This is based on the closing price of a Grafton Unit on 31 December 2024 of 960.0p.
LTIP awards granted in 2021 over 18,843 shares vested in August 2024 in favour of Mr. Arnold who instructed the Company’s share plan
administrators to immediately sell 8,902 of these Grafton Units to meet tax liabilities and brokers commission and he retained the remainder
being 9,941 Grafton Units.
118
Grafton Group plc

Directors’ and secretary’s interests under the 2021 long-term incentive plans
The grant of awards over Grafton Units to the Directors and Secretary under the LTIP are shown below:
Grant Date
Share Price
on date
of Grant 01-Jan-24 Granted Lapsed
Shares
Received 31-Dec-24
EPS
Condition
TSR
Condition
Performance
Period Vesting Date**
E. Born 29 Nov 2022 £8.059 37,251 – – – 37,251 18,625 18,626 1 Jan 22-
31 Dec 24
29 Nov 2025
31 March 2023 £8.87 166,855 – – – 166,855 83,427 83,428 1 Jan 23-
31 Dec 25
1 April
2026
20 March 2024 £9.783 – 157,334 – – 157,334 78,667 78,667 1 Jan 24-
31 Dec 26
21 March
2027
204,106 157,334 – – 361,440 180,719 180,721
D. Arnold 17 May 2021 £12.005 60,983 (42,140) (18,843)* – – – 1 Jan 21-
31 Dec 23
17 May
2024
1 April 2022 £9.9325 75,992 – – – 75,992 37,996 37,996 1 Jan 22-
31 Dec 24
1 April
2025
31 March 2023 £8.87 88,839 – – – 88,839 44,419 44,420 1 Jan 23-
31 Dec 25
1 April
2026
20 March 2024 £9.783 – 83,770 – 83,770 41,885 41,885 1 Jan 24-
31 Dec 26
21 March
2027
225,814 83,770 (42,140) (18,843) 248,601 124,300 124,301
S. Lannigan 17 May 2021 £12.005 1,838 – (1,838) – – – – 1 Jan 21-
31 Dec 23
17 May
2024
1 April 2022 £9.9325 2,270 – – – 2,270 2,270 – 1 Jan 22-
31 Dec 24
1 April
2025
31 March 2023 £8.87 2,741 – – – 2,741 2,741 – 1 Jan 23-
31 Dec 25
1 April
2026
20 March 2024 £9.783 – 2,556 – – 2,556 1,278 1,278 1 Jan 24-
31 Dec 26
21 March
2027
27 Nov 2024 £9.3535 – 4,802 – – 4,802 2,401 2,401 1 Jan 24-
31 Dec 26
28 November
2027
6,849 7,358 (1,838) – 12,369 8,690 3,679
* The market price at the date of vesting was £10.7960.
** This is the earliest date for vesting. The actual date of vesting is subject to approval by the Remuneration Committee.
The Grafton Group plc 2021 Long-term Incentive Plan (the ‘Plan’) was approved by shareholders at the Annual General Meeting of the Company
held on 28 April 2021 and the first awards made under the Plan were on 17 May 2021.
Susan Murray
Chair of the Remuneration Committee
5 March 2025
119
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Financial
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Supplementary
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Strategic
Report

Report of the Directors
The Directors present their report to the shareholders together with the
audited financial statements for the year ended 31 December 2024.
Group results
Group revenue decreased by 1.6 per cent to £2.28 billion from £2.32
billion in 2023. Statutory operating profit was £152.6 million (2023:
£183.1 million). Adjusted operating profit of £177.5 million was down
13.6 per cent from £205.5 million last year.
Net finance expense was £0.1 million (2023: net finance income of
£0.4 million). The net finance expense incorporates an interest charge
of £15.0 million (2023: £15.6 million) on lease liabilities recognised
under IFRS 16.
The income tax expense of £30.5 million (2023: £34.8 million) is
equivalent to an effective tax rate of 20.0 per cent of profit before
tax (2023: 19.0 per cent).
Basic earnings per share was 60.9 pence (2023: 69.6 pence). Adjusted
earnings per share was 71.8 pence (2023: 77.9 pence).
The Group and Company financial statements for the year ended
31 December 2024 are set out in detail on pages 124 to 203 and are
deemed to be incorporated in this part of the Report of the Directors
together with the Supplementary Information on pages 204 to 214.
Dividends
A final dividend for 2023 of 26.0 pence per ordinary share was paid on
9 May 2024 to shareholders on the register of members at the close of
business on 12 April 2024.
An interim dividend for 2024 of 10.50 pence per ordinary share was
paid on 11 October 2024 to shareholders on the register of members
at the close of business on 13 September 2024.
A final dividend for 2024 of 26.5 pence per ordinary share is proposed
for approval by shareholders at the AGM on 8 May 2025 and, if
approved, will be paid on 15 May 2025 to shareholders on the register
of members at the close of business on 22 April 2025, the record date.
The ex-dividend date is 17 April 2025.
Review of the business
Shareholders are referred to the Chair’s Statement, Chief Executive
Officer’s Review, Operating Review and Financial Review and all reports
and information included in the Strategic Report on pages 2 to 53
which includes a review of operations and the financial performance
of the Group for 2024, the outlook for 2025 and the key performance
indicators used to assess the performance of the Group. These are
deemed to be incorporated in the Report of the Directors.
Cautionary statement
Certain statements made in this Annual Report are forward looking
statements. Such statements are based on current expectations and
are subject to a number of risks and uncertainties that could cause
actual events or results to differ materially from those expressed or
implied by these forward-looking statements. They appear in a number
of places throughout this Annual Report and include statements
regarding the intentions, beliefs or current expectations of Directors
and senior management concerning, amongst other things, the results
of operations, financial conditions, liquidity, prospects, growth rate
and potential growth opportunities, potential operating performance
improvements, the effects of competition and the strategy of the overall
Group and its individual businesses. You should not place undue reliance
on forward looking statements. These forward looking statements
are made as at the date of this Directors Report. The Company and its
Directors expressly disclaims any obligation to update or revise any
forward- looking statements, whether as a result of new information,
future developments or otherwise, except as required by law.
The principal risks and uncertainties included on pages 47 to 51 of this
Annual Report could cause the Group’s results to differ materially from
those expressed in forward-looking statements. There may be other
risks and uncertainties that the Group is unable to predict at this time
or that the Group currently does not expect to have a material adverse
effect on its business. These forward- looking statements are made as
of the date of this Annual Report.
Board of Directors
Under the Company’s Articles of Association, Directors are required to
submit themselves to shareholders for election at the Annual General
Meeting following their appointment and all Directors are required to
submit themselves for re-election at intervals of not more than three
years.
However, in line with the provisions contained in the UK Corporate
Governance Code, all Directors with the exception of Mr. Michael Roney
and Mr. Paul Hampden Smith who had indicated their intention to step
down from the Board at the conclusion of the AGM, retired and being
eligible offered themselves for re-election at the 2024 Annual General
Meeting. All Directors going forward for re-election were re-elected to
the Board on the same day.
The Board has decided that all Directors should retire at the 2025
Annual General Meeting and offer themselves for re-election.
Share capital
As at 31 December 2024, the share capital of the Company consists
of Ordinary Shares of Euro five cent each in Grafton Group plc. The
composition of the Company’s share capital is set out in Note 18 on
page 166.
The Group has in place a number of employee share schemes, the
details of which are set out in the Report of the Remuneration
Committee on Directors’ Remuneration and in Note 31 to the Group
Financial Statements.
120
Grafton Group plc

Annual General Meeting (AGM)
The AGM of the Company will be held at the Irish Management
Institute (IMI) Sandyford Road, Dublin, D16 X8C3, Ireland at 10.30am
on Thursday 8 May 2025. The Notice of Meeting for the 2024 AGM
will be made available on the Group’s website, www.graftonplc.com.
The resolutions to be considered at the Annual General Meeting are
summarised below.
Financial statements
To receive and consider the Company’s financial statements for
the year ended 31 December 2024 together with the reports of the
Directors and the Auditors.
Final dividend
Shareholders are being asked to declare a final dividend of 26.5 pence
per Ordinary Share for the year ended 31 December 2024 payable
on 15 May 2025 to the holders of Ordinary Shares on the register of
members at close of business on 22 April 2025.
Re-election of Directors
To re-elect all the directors of the Company.
Continuation in office of auditors
While it is not required under Irish law, an advisory, non-binding
resolution is being presented in relation to the continuation of PwC
in office as Auditors.
Remuneration of the auditors
As required under Section 381(1)(b) of the Companies Act 2014,
a resolution is being presented authorising the Directors to fix the
remuneration of the Auditors.
Report of the Remuneration Committee on Directors’
remuneration
The Board is proposing to submit the Chair’s Annual Statement, and the
Annual Report on Remuneration of the Remuneration Committee, as
set out on pages 102 to 105 and 106 to 119, to a non-binding advisory
vote.
Notice Period for Extraordinary General Meetings
This resolution will, if adopted, maintain the existing authority in the
Articles of Association which permits the Company to convene an
extraordinary general meeting on 14 days’ notice in writing where
the purpose of the meeting is to consider an ordinary resolution. As
a matter of policy, the 14 days’ notice will only be utilised where the
Directors believe that it is merited by the business of the meeting and
the circumstances surrounding the business of the Meeting.
Authority to allot relevant securities
Shareholders are being asked to renew the Directors’ authority to
allot and issue any unissued ordinary share capital of the Company.
The total number of shares which the Directors may issue under this
authority will be limited to one third of the issued share capital of the
Company. The Directors have no present intention to make a share
issue other than in respect of employee share schemes.
Disapplication of pre-emption rights
At each Annual General Meeting, the Directors seek authority to
disapply statutory pre-emption rights in relation to allotments of shares
for cash up to an aggregate nominal value for all allotments and all
treasury shares representing five per cent of the nominal value of the
issued ordinary share capital of the Company as at the date of the
Notice of Annual General Meeting. Under the Articles of Association,
shareholders are required to renew this power at each year’s Annual
General Meeting.
Authority to make market purchases of the Company’s
own shares
At the 2024 Annual General Meeting, shareholders gave the Company
and/or any of its subsidiaries authority to make market purchases of
up to 10 per cent of the Company’s own shares. Shareholders are being
asked to renew this authority.
The Directors consider it appropriate to maintain the flexibility that
this authority provides. The Directors monitor the Company’s share
price and may from time to time exercise this power to make market
purchases of the Company’s own shares, at price levels which they
consider to be in the best interests of the shareholders generally,
after taking account of the Company’s overall financial position. The
minimum price which may be paid for any market purchase of the
Company’s own shares will be the nominal value of the shares and
the maximum price which may be paid will be 105 per cent of the then
average market price of the shares.
Authority to re-issue treasury shares
Shareholders are being asked to sanction the price range at which any
treasury share (that is a share of the Company redeemed or purchased
and held by the Company rather than being cancelled) may be re-
issued other than on the Stock Exchange. The maximum and minimum
prices at which such a share may be re-issued are 120 per cent and 95
per cent respectively of the average market price of a share calculated
over the five business days immediately preceding the date of such
re-issue.
The authorities which will be sought at the forthcoming AGM to
allot relevant securities, disapply pre-emption rights, purchase the
Company’s Units and re-issue treasury shares will, if granted, expire
on the earlier of the date of the Annual General Meeting in 2026 or 15
months after the passing of these resolutions.
121
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Sustainability
Statement
Financial
Statements
Supplementary
Information
Strategic
Report

Substantial holdings
So far as the Company is aware, the following held shares representing three per cent or more of the ordinary share capital of the Company
(excluding treasury shares) at 31 December 2024 and 26 February 2025:
31 December 2024 26 February 2025
Name Holding % Holding %
Mr. Michael Chadwick 21,776,410 11.04 21,776,410 11.05
Blackrock, Inc. 14,732,921 7.47 14,732,921 7.47
Dimensional Fund Advisors LP 10,381,584 5.26 10,381,584 5.27
Vanguard Group, Inc 9,822,549 4.98 9,822,549 4.98
GLG Partners LP 8,530,439 4.32 8,530,439 4.33
The Capital Group Companies, Inc. 7,843,552 3.98 7,843,552 3.98
abdrn plc 7,050,545 3.57 7,050,545 3.58
JPMorgan Asset Management (UK) Limited 6,502,981 3.30 6,502,981 3.30
Apart from these holdings, the Company has not been notified at
26 February 2025 or at 31 December 2024 of any interest of three
per cent or more in its ordinary share capital.
Directors’ and Secretary’s interests in the share capital of the Company
are set out in the Report of the Remuneration Committee on Directors’
Remuneration on page 119.
Accounting records
The Directors are responsible for ensuring that adequate accounting
records are maintained by the Company as required by Sections 281-
285 of the Companies Act, 2014. The Directors believe that they have
complied with this requirement by providing adequate resources to
maintain proper books and accounting records throughout the Group
including the appointment of personnel with appropriate qualifications,
experience and expertise. The books and accounting records of the
Company are maintained at The Hive, Carmanhall Road, Sandyford
Business Park, Sandyford, Dublin 18, Ireland.
Takeover regulations 2006
The capital structure of the Company is detailed in Note 18 to the
Group Financial Statements. Details of employee share schemes are
set out in Note 31. In the event of a change of control, the vesting/
conversion/exercise of share entitlements/options may be accelerated.
The Group’s borrowing facilities may be required to be repaid in the
event of a change of control. The Company’s Articles of Association
provide that the business of the Company shall be managed by the
Directors, who may exercise all such powers of the Company subject
to the Companies Act and the Articles of Association. Details of
the powers of the Directors in relation to the issuing or buying back
by the Company of its shares are set out above. The Company’s
Memorandum and Articles of Association, which are available on
the Company’s website, www.graftonplc.com, are deemed to be
incorporated in this part of the Report of the Directors.
Corporate governance regulations
As required by company law, the Directors have prepared a Report
on Corporate Governance which is set out on pages 85 to 93 and which,
for the purposes of Section 1373 of the Companies Act 2014,
is deemed to be incorporated in this part of the Report of the Directors.
This includes the Report of the Audit and Risk Committee. Details of
the capital and employee share schemes are included in Notes 18 and
31 respectively.
Directors compliance statement
It is the policy of the Company to comply with its relevant obligations
as defined in the Companies Act 2014. The Directors have drawn
up a compliance policy statement as defined in section 225(3)(a) of
the Companies Act 2014. Arrangements and structures have been
put in place that are, in the directors’ opinion, designed to secure a
material compliance with the Company’s relevant obligations. These
arrangements and structures were reviewed by the Company during
the financial year. As required by section 225(2) of the Companies
Act 2014, the Directors acknowledge that they are responsible
for the Company’s compliance with its relevant obligations. In
discharging their responsibilities under section 225, the Directors
relied on the advice of third parties who they believe have the
requisite knowledge and experience to advise the Company on
compliance with its relevant obligations.
Principal risks and uncertainties
The Company is required under Irish company law to give a description
of the principal risks and uncertainties. These principal risks and
uncertainties are set out on pages 47 to 51 and are deemed to be
incorporated in this section of the Report of the Directors.
Report of the Directors continued
122
Grafton Group plc

Non-financial statement – European Union (disclosure of non-financial and diversity information by certain
large undertakings and groups) regulations 2017
The following are deemed to be incorporated in this part of the Report of the Directors:
Reporting requirement Location of information Page
Environmental Matters Sustainability Statement – Environmental disclosures 64 to 71
Key Performance Indicators 28
Social & Employee Matters Sustainability Statement – Social disclosures 72 to 78
Stakeholder Engagement 10 and 11
Note 11 to the Group Financial Statements 157
Note 6 to the Group Financial Statements 154 and 155
Diversity Sustainability Statement – Social disclosures 72 to 78
Key Performance Indicators 28
Nomination Committee Report 98 to 101
Human Rights Sustainability Statement – Governance disclosures 79 and 80
Anti-bribery & Corruption Sustainability Statement – Governance disclosures 80
Audit and Risk Committee Report 96
Business Model Business Model 20 and 21
Non-Financial KPIs Key Performance Indicators 28
Sustainability Statement – Environmental disclosures 64 to 71
Principal Risks Risk Management 47 to 51
Financial Instruments Note 21 to the Group Financial Statements 172 to 179
Subsidiaries
The Group’s principal operating subsidiary undertakings are set out on
page 202.
Political contributions
There were no political contributions which require disclosure under the
Electoral Act, 1997.
Events after the balance sheet date
The Company bought back, for cancellation, 0.2 million shares at a cost
of £1.6 million between 1 January 2025 and 5 March 2025.
On 13 February 2025, the Group entered into an agreement, which is
subject to approval from the Competition and Consumer Protection
Commission (CCPC), for the sale of the MFP business to a subsidiary
of Wienerberger AG which mainly operates through Pipelife Ireland
Solutions Limited in Ireland.
In addition, the Board has today announced a sixth programme,
commencing 6 March 2025, to buy back ordinary shares in the
Company for an aggregate consideration of up to £30.0 million. The
sixth share buyback programme will end no later than 31 August 2025,
subject to market conditions.
There have been no other material events subsequent to 31 December
2024 that would require adjustment to or disclosure in this report.
Auditor
The statutory Auditors, PricewaterhouseCoopers, have expressed their
willingness to continue in office in accordance with Section 382 (2) of
the Companies Act 2014 and a resolution authorising the Directors to
fix their remuneration will be submitted to the Annual General Meeting.
Disclosure of information to statutory auditors
In accordance with the provisions of section 330 of the Companies Act
2014, each of the persons who are Directors of the Company at the
date of approval of this report confirms that:
• So far as the Director is aware, there is no relevant audit information
(as defined in the Companies Act 2014) of which the statutory
Auditor is unaware; and
• The Director has taken all the steps that he/she ought to have taken
as a Director to make himself/herself aware of any relevant audit
information (as defined) and to ensure that the statutory Auditor is
aware of such information.
On behalf of the Board.
Eric Born David Arnold
Director Director
5 March 2025
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Directors’ responsibility statement
The Directors are responsible for preparing the Annual Report and the Group and Company financial statements, in accordance with applicable
law and regulations.
Irish law requires the Directors to prepare Group and Company financial statements for each financial year. Under that law, the Directors have
prepared the Group financial statements in accordance with International Financial Reporting Standards as adopted by the European Union
(“IFRS”) and have prepared the Company financial statements in accordance with Generally Accepted Accounting Practice in Ireland (accounting
standards issued by the Financial Reporting Council of the UK, including Financial Reporting Standard 101 “Reduced Disclosure Framework”
and Irish law).
Under company law the Directors shall not approve the financial statements unless they are satisfied that they give a true and fair view of the
assets, liabilities and financial position of the Group and Company as at the end of the financial year and of the profit or loss of the Group for the
financial year.
In preparing these 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;
• state whether the Group financial statements have been prepared in accordance with IFRS as adopted by the European Union, and as regards
the Company, have been prepared in accordance with Generally Accepted Accounting Practice in Ireland (accounting standards issued by
the Financial Reporting Council of the UK, including Financial Reporting Standard 101 “Reduced Disclosure Framework” and Irish law); and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the Company will
continue in business.
The Directors are also required by the Companies Act 2014 and the Listing Rules to include a report containing a fair review of the business and
a description of the principal risks and uncertainties facing the Group.
The Directors are responsible for keeping adequate accounting records that are sufficient to:
• correctly record and explain the transaction of the Group and Company;
• enable, at any time, the assets, liabilities, and financial position and profit or loss of the Group and Company to be determined with reasonable
accuracy; and
• enable the Directors to ensure that the financial statements comply with the provisions of the Companies Act 2014 and enable those financial
statements to be audited.
The Directors are also responsible for safeguarding the assets of the Company and the Group, and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website
(www.graftonplc.com). Legislation in the Ireland concerning the preparation and dissemination of financial statements may differ from legislation
in other jurisdictions.
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Responsibility Statement as Required by the Listing Rules and the UK Corporate Governance Code
Each of the Directors, whose names and functions are listed on pages 82 and 83 of this Annual Report, confirm that, to the best of each person’s
knowledge and belief:
• the Group financial statements, prepared in accordance with IFRS as adopted by the European Union and the Company financial statements
prepared in accordance with Generally Accepted Accounting Practice in Ireland (accounting standards issued by the Financial Reporting
Council of the UK, including Financial Reporting Standard 101 “Reduced Disclosure Framework” and Irish law), as applied in accordance with
the provisions of the Companies Act 2014, give a true and fair view of the assets, liabilities, and financial position of the Group and Company
at 31 December 2024 and of the profit of the Group for the year then ended;
• the Report of the Directors contained in the Annual Report includes a fair review of the development and performance of the business and the
position of the Group and that a fair description of the principal risks and uncertainties faced by the Group is provided on pages 47 to 51; and
• the Annual Report and Accounts 2024, taken as a whole, provides the information necessary for shareholders to assess the Company’s and
Group’s position and performance, business model and strategy and is fair, balanced and understandable.
On behalf of the Board
Eric Born David Arnold
Director Director
5 March 2025
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Report on the audit of the financial statements
Opinion
In our opinion:
• Grafton Group plc’s Group financial statements and Company financial statements (the “financial statements”) give a true and fair view of the
Group’s and the Company’s assets, liabilities and financial position as at 31 December 2024 and of the Group’s profit and cash flows for the
year then ended;
• the Group financial statements have been properly prepared in accordance with International Financial Reporting Standards (“IFRSs”) as
adopted by the European Union;
• the Company financial statements have been properly prepared in accordance with Generally Accepted Accounting Practice in Ireland
(accounting standards issued by the Financial Reporting Council of the UK, including Financial Reporting Standard 101 “Reduced Disclosure
Framework” and Irish law); and
• the financial statements have been properly prepared in accordance with the requirements of the Companies Act 2014.
We have audited the financial statements, included within the Annual Report and Accounts 2024 (the “Annual Report”), which comprise:
• the Group Balance Sheet as at 31 December 2024;
• the Company Balance Sheet as at 31 December 2024;
• the Group Income Statement and Group Statement of Comprehensive Income for the year then ended;
• the Group Cash Flow Statement for the year then ended;
• the Group Statement of Changes in Equity for the year then ended;
• the Company Statement of Changes in Equity for the year then ended; and
• the notes to the financial statements, which include a description of the accounting policies.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (Ireland) (“ISAs (Ireland)”) and applicable law. Our responsibilities
under ISAs (Ireland) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements
in Ireland, which includes IAASA’s Ethical Standard as applicable to listed entities, and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
Our audit approach
Overview
Materiality
Key audit
matters
Audit scope
Overall materiality
• £7.4 million (2023: £8.8 million) - Group financial statements
• Based on c. 5% of profit before tax excluding property profit
• €8.5 million (2023: €8.6 million) - Company financial statements
• Based on c. 0.4% of total assets
Performance materiality
• £5.5 million (2023: £6.6 million) - Group financial statements
• €6.3 million (2023: €6.4 million) - Company financial statements
Audit scope
• We conducted an audit of the complete financial information of 11 of the Group’s 16 reporting
components across the United Kingdom, Ireland, the Netherlands, Finland and Spain. These accounted
for in excess of 90% of the Group’s revenue, in excess of 80% of the Group’s profit before tax and in
excess of 90% of the Group’s total assets.
Key audit matters
• Valuation of goodwill – UK Distribution group of CGUs
• Completeness and accuracy of rebate income and valuation of rebate receivables
• Valuation of inventory
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The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In
particular, we looked at where the directors made subjective judgements, for example in respect of significant accounting estimates that
involved making assumptions and considering future events that are inherently uncertain. As in all of our audits we also addressed the risk of
management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of
material misstatement due to fraud.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified
by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing
the efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon, were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters. This is not a complete list of all risks identified by our audit.
Key audit matter How our audit addressed the key audit matter
Valuation of goodwill – UK Distribution group of CGUs
Refer to Note 1 “Summary of Material Accounting Policies”, Note 12
“Goodwill” and Note 32 “Accounting Estimates and Judgements”.
As at 31 December 2024, goodwill amounted to £634.3 million.
Goodwill is allocated to six groups of Cash Generating Units (“CGUs”).
The groups of CGUs represent the lowest level within the Group at
which goodwill is monitored for internal management purposes.
Goodwill must be tested for impairment on at least an annual basis.
The Group tests goodwill for impairment using value-in-use
(“VIU”) models.
As set out in Note 12, there is limited headroom between the
UK Distribution group of CGUs’ VIU and its carrying amount and
therefore the VIU model is sensitive to changes in assumptions.
Goodwill allocated to the UK Distribution CGU amounted to
£289.9 million.
The cash flows included in the VIU model for the UK Distribution
group of CGUs are those included in the Board approved budget for
2025, and management forecasts for 2026 to 2029. The terminal
value was calculated using a long term nominal growth rate in
respect of the years after 2029.
As set out in Note 12 to the financial statements, impairment testing
of goodwill involves a number of areas of judgement and estimation,
and in particular determining the key assumptions for revenue
growth rate and operating margin in the years 2025 to 2029, long
term growth rates used in estimating cash flows for the purposes of
calculating a terminal value and pre-tax discount rates for each group
of CGUs.
Management determined there to be no impairments during the year.
We determined the estimation of the VIU of goodwill allocated to the
UK Distribution group of CGUs to be a key audit matter:
• due to the complexity and subjective judgement involved; and
• the limited headroom between the VIU and its carrying amount.
We agreed the underlying cash flow forecast models for the UK
Distribution groups of CGUs to the Board approved budget and
management forecasts, and checked the mathematical accuracy of
the model.
We considered the reliability of management’s forecasting process by
considering how actual results compared to budgets and forecasts
historically.
We critically assessed and challenged management on the key
assumptions included in the models, in particular the revenue growth
and operating margin assumptions over the period 2025 to 2029.
We compared the revenue growth rate assumptions to external
economic forecasts. We assessed the appropriateness of forecast
operating margins through comparison to actual historic margins
achieved and considered current market conditions.
We assessed the appropriateness of the Group’s forecast long term
growth rate used to calculate terminal value by comparing it to
independent sources.
With assistance from our in-house valuation experts, we considered
the appropriateness of the discount rate applied to the UK distribution
group of CGUs by determining an acceptable range of discount rates
using observable inputs from independent external sources.
We performed sensitivity analyses on the impact of changes in key
inputs and assumptions on the goodwill impairment assessment for
the UK distribution group of CGUs, focussing on the revenue growth
rates, operating margin assumptions, discount rate and the long term
growth rate assumed by management.
Based on the results of these procedures we are satisfied that
managements’ conclusion that no impairment charge was required,
is reasonable.
We also assessed the appropriateness of the related disclosures
within the financial statements.
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Key audit matter How our audit addressed the key audit matter
Completeness and accuracy of rebate income and valuation
of rebate receivables
Refer to Note 1 “Summary of Material Accounting Policies”, Note 17a
“Trade and Other Receivables” and Note 32 “Accounting Estimates
and Judgements”.
The Group has entered into rebate arrangements with a significant
number of its suppliers. Supplier rebates received and receivable in
respect of goods purchased are deducted from cost of sales in the
income statement, or the cost of inventory to the extent that those
goods remain in inventory at the year end.
Due to the nature of the agreements in place, a portion of the Group’s
supplier rebate income recognised during the year is not finalised or
received until after the year end. In addition, in certain businesses of
the Group, the process for calculating rebate income is of a manual
nature and involves the use of spreadsheets.
We determined this to be a key audit matter as the calculation of
supplier rebates recognised in the year and the rebates receivable at
31 December 2024 involves both the use of estimates and manual
calculations and is material to the performance and financial position
of the Group.
We assessed the reasonableness of the estimates made by
management in the calculation of rebate income and rebate
receivables.
We recalculated, on a sample basis, rebate income recognised
during the year and year end receivables by reference to supplier
agreements and purchases reports.
For a sample of suppliers, we independently obtained external
confirmation of rebate income and rebates due at 31 December
2024. Where responses were not received, we performed alternative
procedures including obtaining rebate agreements and re-computing
rebate income and rebate receivables.
We also considered the actual results of the collection of rebates
during the year, including those relating to the prior year, and after the
year end, comparing the amount collected to the related estimated
rebates receivable balance.
We concluded that the amounts recognised were reasonable.
We assessed the appropriateness of the related disclosures within
the financial statements.
Valuation of inventory
Refer to Note 1 “Summary of Material Accounting Policies”, Note 16
“Inventories” and Note 32 “Accounting Estimates and Judgements”.
Inventory, net of provisions at 31 December 2024 amounted to
£381.8 million. The inventory provision at 31 December 2024 was
£54.6 million. The Group holds a significant number of product lines
across its branch network in the UK, Ireland, the Netherlands, Finland
and Spain. Significant judgement is exercised by management in
assessing the level of inventory provision in respect of slow-moving
or obsolete inventory.
Management assesses the required level of provision based on a
model that reflects the age of inventory on hand at year end and
other considerations in respect of specific inventory.
Where inventory on which rebates have been earned is held at the
year end, an appropriate rebate deduction is made from the gross
carrying value of that inventory.
We determined this to be a key audit matter due to the judgement
involved in estimating the inventory provisions across multiple
product lines and locations.
We tested the accuracy of inventory ageing reports where they
supported the calculation of inventory provisions by selecting a
sample of inventory items on hand and testing the aged classification
by reference to purchase documentation.
We recomputed provisions recorded to assess whether they were in
line with Group policy. We assessed the appropriateness of Group
policy by reference to the nature, ageing and level of inventory held
at year end. We also obtained an understanding from management
of plans to liquidate slower moving inventory and we considered the
appropriateness of provisions made.
We recalculated on a sample basis the rebates allocated to inventory
held at year end, by reference to rebate arrangements applying to
those purchases.
We concluded that the valuation of inventory was reasonable.
We assessed the appropriateness of the related disclosures within
the financial statements.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole,
taking into account the structure of the Group, the accounting processes and controls, and the industry in which the Group operates.
The Group financial statements are a consolidation of 16 reporting components across five geographical markets. The Group’s accounting
process is structured around a local finance function for each of the reporting components. These functions maintain their own accounting
records and controls and report to the head office finance team in Dublin.
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In establishing the scope of the Group audit, we identified three reporting components as significant, which in our view required an audit of their
complete financial information due to their size and financial significance to the Group. A further eight reporting components were selected for an
audit of their complete financial information based on their risk characteristics, or size and to ensure appropriate audit coverage. Specific audit
procedures on certain balances and transactions were performed at one of the remaining reporting components primarily to ensure appropriate
audit coverage.
The Group audit team performed the audit of certain central functions. These procedures included, amongst others, procedures over post-
retirement benefits, business combinations acquisition accounting, valuation of investment properties, the consolidation process and impairment
testing of goodwill.
The components subject to an audit of their full financial information and Group functions accounted for in excess of 90% of the Group’s revenue,
in excess of 80% of the Group’s profit before tax and in excess of 90% of the Group’s total assets. The Group audit team was responsible for the
scope and direction of the audit process. The Group audit team performed the work on four components. PwC ROI and other PwC network firms
performed work on seven components and one component was audited by a non-PwC network firm, operating under our instruction. Where
the work was performed by component auditors, we determined the level of involvement we needed to have in the audit work at those reporting
components to be able to conclude whether sufficient appropriate audit evidence had been obtained as a basis for our opinion on the Group
financial statements as a whole.
The Group audit team attended all of the full scope and specified procedures scope component audit closing meetings with local management
by video conference or in person. We obtained and considered the detailed findings reports from all component teams. In addition, the Group
engagement team also reviewed certain audit working papers in the component audit files. Post audit conference calls were also held with the
component auditor to discuss their audit findings.
As part of our audit, we made enquiries of management to understand their assessment of the potential impact of climate change risk on the
judgements and estimates used in the Group’s financial statements. Management considers that the impact of climate change does not give
rise to a material financial statement impact. We used our knowledge of the Group to evaluate management’s assessment. In particular, we
considered how climate change risks could impact the assumptions made in the forecasts prepared by management. We also considered the
consistency of the disclosures in relation to climate change made in the other information within the Annual Report with the financial statements
and our knowledge from our audit.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together
with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the
individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the
financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Group financial statements Company financial statements
Overall materiality
£7.4 million (2023: £8.8 million). €8.5 million (2023: €8.6 million).
How we determined it
Based on c. 5% of profit before tax excluding
property profit.
Based on c. 0.4% of total assets.
Rationale for benchmark applied
We have applied this benchmark as profit
before tax is a key accounting benchmark,
which is also a key performance indicator
for the Group. Given the property profit is
not related to the ongoing trading activities
we have excluded this in determining the
benchmark.
We considered total assets to be the most
relevant benchmark as the Company is
primarily an investment holding company
that holds investments in subsidiaries and
receivables from Group companies.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected
misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the nature and
extent of our testing of account balances, classes of transactions and disclosures, for example in determining sample sizes. Our performance
materiality was 75% of overall materiality, amounting to £5.5 million (Group audit) and €6.3 million (Company audit).
In determining the performance materiality, we considered a number of factors – the history of misstatements, risk assessment and aggregation
risk and the effectiveness of controls – and concluded that an amount at the upper end of our normal range was appropriate.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £350,000 (Group audit) (2023:
£440,000) and €425,000 (Company audit) (2023: €430,000) as well as misstatements below that amount that, in our view, warranted reporting for
qualitative reasons.
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Conclusions relating to going concern
Our evaluation of the directors’ assessment of the Group and Company’s ability to continue to adopt the going concern basis of accounting
included evaluating management’s budgets and forecasts for the going concern assessment period (being the period of at least twelve months
from the date on which the financial statements are authorised for issue) and challenging the key assumptions. In evaluating these forecasts we
considered the Group’s historic performance, its past record of achieving strategic objectives and its forecast financial performance and liquidity
for the going concern assessment period.
We also considered whether the assumptions underlying the budget and forecasts were consistent with related assumptions used in other areas
of the entity’s business activities, for example in testing for goodwill impairment; assessed liquidity through the going concern assessment period
including considering the Group’s available financing and maturity profile of facilities; tested the mathematical integrity of the budgets, forecasts
and models and reconciled these to Board approved budgets and forecasts; and reperformed management’s sensitivity analysis to assess
appropriate downside scenarios.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the Group’s or the Company’s ability to continue as a going concern for a period of at least twelve
months from the date on which the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the
financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the Group’s or the Company’s
ability to continue as a going concern.
In relation to the Company’s reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add or draw
attention to in relation to the directors’ statement in the financial statements about whether the directors considered it appropriate to adopt the
going concern basis of accounting.
We are required to report if the directors’ statement relating to going concern in accordance with the Listing Rules of the UK Financial Conduct
Authority is materially inconsistent with our knowledge obtained in the audit. We have nothing to report in respect of this responsibility.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Reporting on other information
The other information comprises all of the information in the Annual Report and Accounts 2024 other than the financial statements and our
auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other
information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of
assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether
the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to
be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to
conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on
the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We
have nothing to report based on these responsibilities.
With respect to the Report of the Directors, we also considered whether the disclosures required by the Companies Act 2014 (excluding the
information included in the “Non-Financial Statement” as defined by that Act on which we are not required to report) have been included.
Based on the responsibilities described above and our work undertaken in the course of the audit, ISAs (Ireland) and the Companies Act 2014
require us to also report certain opinions and matters as described below.
• In our opinion, based on the work undertaken in the course of the audit, the information given in the Report of the Directors (excluding the
information included in the “Non-Financial Statement” on which we are not required to report) for the year ended 31 December 2024 is
consistent with the financial statements and has been prepared in accordance with the applicable legal requirements.
• Based on our knowledge and understanding of the Group and Company and their environment obtained in the course of the audit, we did not
identify any material misstatements in the Report of the Directors (excluding the information included in the “Non-Financial Statement” on
which we are not required to report).
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Corporate Governance Statement
The Listing Rules and ISAs (Ireland) require us to review the directors’ statements in relation to going concern, longer-term viability and that part
of the Corporate Governance Statement relating to the Company’s compliance with the provisions of the UK Corporate Governance Code (the
“Code”) specified for our review. Our additional responsibilities with respect to the Corporate Governance Statement as other information are
described in the Reporting on other information section of this report.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance
Statement is materially consistent with the financial statements and our knowledge obtained during the audit and we have nothing material to
add or draw attention to in relation to:
• The directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;
• The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging risks and an
explanation of how these are being managed or mitigated;
• The directors’ statement in the financial statements about whether they considered it appropriate to adopt the going concern basis of accounting
in preparing them, and their identification of any material uncertainties to the Group’s and Company’s ability to continue to do so over a period of
at least twelve months from the date of approval of the financial statements;
• The directors’ explanation as to their assessment of the Group’s and Company’s prospects, the period this assessment covers and why the
period is appropriate; and
• The directors’ statement as to whether they have a reasonable expectation that the Company will be able to continue in operation and meet its
liabilities as they fall due over the period of its assessment, including any related disclosures drawing attention to any necessary qualifications
or assumptions.
Our review of the directors’ statement regarding the longer-term viability of the Group was substantially less in scope than an audit and only
consisted of making inquiries and considering the directors’ process supporting their statement; checking that the statement is in alignment with
the relevant provisions of the UK Corporate Governance Code; and considering whether the statement is consistent with the financial statements
and our knowledge and understanding of the Group and Company and their environment obtained in the course of the audit.
In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial statements and our knowledge obtained during the audit:
• The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable, and provides the
information necessary for the members to assess the Group’s and Company’s position, performance, business model and strategy;
• The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems; and
• The section of the Annual Report describing the work of the Audit Committee.
We have nothing to report in respect of our responsibility to report when the directors’ statement relating to the Company’s compliance with the
Code does not properly disclose a departure from a relevant provision of the Code specified under the Listing Rules for review by the auditors.
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Directors’ Responsibilities Statement set out on page 124, the directors are responsible for the preparation of the
financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view.
The directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s and the Company’s ability to continue as a going
concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either
intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether
due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs (Ireland) will always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities,
outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of
detecting irregularities, including fraud, is detailed below.
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Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws and regulations related to
health and safety, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered
those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2014 and relevant
tax legislation. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk
of override of controls), and determined that the principal risks were related to inappropriate journals that adjust revenue and management bias in
significant accounting estimates and judgements. Audit procedures performed by the engagement team included:
• Enquiring of senior management (Group and operating entities), directors, members of the Audit and Risk Committee and Internal Audit of
their assessment of the potential fraud risk and their assessment of controls and any incidences of fraud during the year;
• Evaluating the Group’s programme and controls designed to address fraud risk;
• Considering remuneration incentive schemes and performance targets for directors and senior management in our assessment of fraud risk;
• Using analytical procedures to identify any unusual or unexpected account balances;
• Assessing whether the judgements made in making key accounting estimates are indicative of a potential bias;
• Identifying journal entries to test based on risk criteria, including manual journals posted to adjust revenue, for all components subject to an
audit of their full financial information, and tested the identified entries;
• Considered the results of reporting from component teams relating to compliance with applicable laws and regulations and procedures
performed to address assessed fraud risk;
• Incorporating unpredictability into our audit procedures; and
• Maintaining an appropriate level of professional scepticism throughout the audit process.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with
laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a
material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment
by, for example, forgery or intentional misrepresentations, or through collusion.
Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing techniques.
However, it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek to target
particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion
about the population from which the sample is selected.
A further description of our responsibilities for the audit of the financial statements is located on the IAASA website at:
https://www.iaasa.ie/getmedia/b2389013-1cf6-458b-9b8f-a98202dc9c3a/Description_of_auditors_responsibilities_for_audit.pdf
This description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the Company’s members as a body in accordance with section 391 of the
Companies Act 2014 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to
any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
Independent Auditors’ Report to the Members of Grafton Group plc continued
132
Grafton Group plc

Other required reporting
Companies Act 2014 opinions on other matters
• We have obtained all the information and explanations which we consider necessary for the purposes of our audit.
• In our opinion the accounting records of the Company were sufficient to permit the Company financial statements to be readily and
properly audited.
• The Company Balance Sheet is in agreement with the accounting records.
Other exception reporting
Directors’ remuneration and transactions
Under the Companies Act 2014 we are required to report to you if, in our opinion, the disclosures of directors’ remuneration and transactions
specified by sections 305 to 312 of that Act have not been made. We have no exceptions to report arising from this responsibility.
Prior financial year Non-Financial Statement
We are required to report if the Company has not provided the information required by Regulation 5(2) to 5(7) of the European Union (Disclosure
of Non-Financial and Diversity Information by certain large undertakings and groups) Regulations 2017 in respect of the prior financial year. We
have nothing to report arising from this responsibility.
Siobhán Collier
for and on behalf of PricewaterhouseCoopers
Chartered Accountants and Statutory Audit Firm
Dublin
5 March 2025
133
Annual Report and Accounts 2024
Corporate
Governance
Sustainability
Statement
Financial
Statements
Supplementary
Information
Strategic
Report

Group Income Statement
For the year ended 31 December 2024
Notes
Revenue
2
2,282,252
2,319,242
Operating costs
3
(2,133,626)
(2,137,414)
Property profit
4
3,999
1,261
Operating profit
152,625
183,089
Finance expense
7
(25,077)
(24,292)
Finance income
7
24 ,968
24,715
Profit before tax
152,516
183,512
Income tax charge
9
(30,503)
(34,789)
Profit after tax for the financial year
122,013
148,723
Owners of the Parent
122,013
148,723
Earnings per ordinary share – basic
11
60.89p
69.56p
Earnings per ordinary share – diluted
11
60.86p
69.55p
On behalf of the Board
Eric Born David Arnold
Director Director
5 March 2025
134
Grafton Group plc

Profit after tax for the financial year
122,013
148,723
– on foreign currency net investments
(33,099)
(12,210)
– Effective portion of changes in fair value of cash flow hedges
–
31
(33,099)
(12,179)
Remeasurement gain on Group defined benefit pension schemes
30
5,439
1,320
Deferred tax on Group defined benefit pension schemes
25
(1,081)
(3)
4,358
1,317
Total other comprehensive (expense)
(28,741)
(10,862)
Total comprehensive income for the financial year
93,272
137,861
Owners of the Parent
93,272
137,861
Total comprehensive income for the financial year
93,272
137,861
On behalf of the Board
Eric Born David Arnold
Director Director
5 March 2025
Group Statement of Comprehensive Income
For the year ended 31 December 2024
135
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Sustainability
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Financial
Statements
Supplementary
Information
Strategic
Report

Group Balance Sheet
As at 31 December 2024
Notes
Goodwill
12
634,301
645,062
Intangible assets
15
134,911
138,901
Property, plant and equipment
13(a)
367,354
367,266
Right–of–use asset
13(b)
377,726
401,298
Investment properties
13(d)
27,325
24,609
Deferred tax assets
25
7,453
6,665
Lease receivable
17(b)
–
264
Retirement benefit assets
30
10,932
9,536
Other financial assets
14
125
127
Total non-current assets
1,560,127
1,593,728
Properties held for sale
13(c)
763
4,291
Inventories
16
381,803
361,598
Trade and other receivables
17(a)
300 ,020
262,763
Finance lease receivable
17(b)
98
195
Fixed term cash deposits
20
150,000
200,000
Cash and cash equivalents (excluding bank overdrafts)
20
359,430
383,939
Total current assets
1,192,114
1,212,786
Total assets
2,752,241
2,806,514
Equity share capital
18
6,744
7,094
Share premium account
18
224,141
223,861
Capital redemption reserve
19
2,548
2,195
Revaluation reserve
19
12,037
12,186
Shares to be issued reserve
19
6,802
6,562
Cash flow hedge reserve
19
(6)
(6)
Foreign currency translation reserve
19
42,183
75,282
Retained earnings
1,305,649
1,332,992
Treasury shares held
18
(3,897)
(4,365)
Total equity attributable to owners of the Parent
1,596,201
1,655,801
Interest – bearing loans and borrowings
20
188,372
204,219
Lease liabilities
20
331,572
364,090
Provisions
23
13,042
13,851
Retirement benefit obligations
30
9,591
15,363
Deferred tax liabilities
25
62,040
60,234
Deferred consideration
27
599
3,289
Total non-current liabilities
605,216
661,046
Interest – bearing loans and borrowings
20
49,000
–
Lease liabilities
20
72,156
64,888
Derivative financial instruments
22
5
5
Trade and other payables
24
401,142
400,251
Current income tax liabilities
20,138
17,541
Deferred consideration
27
3,537
1,601
Provisions
23
4,846
5,381
Total current liabilities
550,824
489,667
Total liabilities
1,156,040
1,150,713
Total equity and liabilities
2,752,241
2,806,514
On behalf of the Board
Eric Born David Arnold
Director Director
5 March 2025
136
Grafton Group plc

Notes
Profit before taxation
152,516
183,512
Finance income
7
(24,968)
(24,715)
Finance expense
7
25,077
24,292
152,625
183,089
Depreciation
13(a)(b)
112 ,416
104,700
Amortisation of intangible assets
15
22,322
21,287
Share-based payments charge
31
1,162
2,127
Movement in provisions
23
(677)
(1,523)
Loss/(profit) on sale of property, plant and equipment
570
(475)
Property profits
(808)
(861)
Fair value gains recognised as property profits
13(d)
(3,191)
–
Loss on derecognition of leases
186
234
Other non-cash items
1,308
–
Contribution to pension schemes in excess of IAS 19 charge
30
(2,476)
(3,826)
26
14,868
29,529
Cash generated from operations
298,305
334,281
Interest paid
(22,462)
(23,073)
Income taxes paid
9
(29,027)
(38,391)
Cash flows from operating activities
246,816
272,817
Proceeds from sale of property, plant and equipment
1,273
1,429
Proceeds from sale of properties held for sale
4,120
2,209
Proceeds from sale of investment properties
305
–
Maturity of fixed term cash deposits
400,000
350,000
Interest received
23,441
24,199
429,139
377,837
Acquisition of subsidiary undertakings and businesses (net of cash/overdraft acquired)
27
(67,245)
(27,908)
Investment in fixed term cash deposits
(350,000)
(550,000)
Deferred acquisition consideration paid
27
(2,145)
(2,586)
Investment in intangible assets – computer software
15
(7,275)
(3,963)
Purchase of property, plant and equipment
13(a)
(39,571)
(48,816)
(466,236)
(633,273)
Cash flows from investing activities
(37,097)
(255,436)
Proceeds from the issue of share capital
283
1,916
283
1,916
Repayment of borrowings
(8,156)
(44,494)
Dividends paid
10
(73,190)
(72,569)
Treasury shares purchased
18
(81,085)
(159,458)
Payment of lease liabilities
(71,640)
(67,680)
(234,071)
(344,201)
Cash flows from financing activities
(233,788)
(342,285)
Net (decrease) in cash and cash equivalents
(24,069)
(324,904)
Cash and cash equivalents at 1 January
383,939
711,721
Effect of exchange rate fluctuations on cash held
(8,815)
(2,878)
Cash and cash equivalents at 31 December
351,055
383,939
Cash at bank and short-term deposits
20
359,430
383,939
Bank overdrafts
20
(8,375)
–
351,055
383,939
Group Cash Flow Statement
For the year ended 31 December 2024
137
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Corporate
Governance
Sustainability
Statement
Financial
Statements
Supplementary
Information
Strategic
Report

At 1 January 2024
7,094
223,861
2,195 12,186 6,562 (6) 75,282 1,332,992 (4,365) 1,655,801
Profit after tax for the financial year
–
–
– – – – – 122,013 – 122,013
Remeasurement gain on pensions (net of tax)
–
–
– – – – – 4,358 – 4,358
Movement in cash flow hedge reserve (net of tax)
–
–
– – – – – – – –
Currency translation effect on foreign currency net investments
–
–
– – – – (33,099) – – (33,099)
Total other comprehensive (expense)
–
–
– – – – (33,099) 4,358 – (28,741)
Total comprehensive income
–
–
– – – – (33,099) 126,371 – 93,272
Dividends paid (Note 10)
–
–
– – – – – (73,190) – (73,190)
Issue of Grafton Units
3
280
– – – – – – – 283
Purchase of treasury shares (Note 18)
–
–
– – – – – – (81,085) (81,085)
Cancellation of treasury shares
(353)
–
353 – – – – (81,391) 81,391 –
Transfer from treasury shares
–
–
– – – – – (162) 162 –
Share-based payments charge
–
–
– – 1,162 – – – – 1,162
Tax on share-based payments
–
–
– – (42) – – – – (42)
Transfer from shares to be issued reserve
–
–
– – (880) – – 880 – –
Transfer from revaluation reserve
–
–
– (149) – – – 149 – –
(350)
280
353 (149) 240 – – (153,714) 468 (152,872)
At 31 December 2024
6,744
224,141
2,548 12,037 6,802 (6) 42,183 1,305,649 (3,897) 1,596,201
Revaluation
reserve
£’000
Shares to be
issued
reserve
£’000
Cash flow
hedge
reserve
£’000
Foreign
currency
translation
reserve
£’000
Retained
earnings
£’000
Treasury
shares
£’000
Total
equity
£’000
At 1 January 2023
7,870
221,975
1,389 12,375 8,647 (37) 87,492 1,411,053 (5,185) 1,745,579
Profit after tax for the financial year
–
–
– – – – – 148,723 – 148,723
Remeasurement gain on pensions (net of tax)
–
–
– – – – – 1,317 – 1,317
Movement in cash flow hedge reserve (net of tax)
–
–
– – – 31 – – – 31
Currency translation effect on foreign currency net investments
–
–
– – – – (12,210) – – (12,210)
Total other comprehensive (expense)
–
–
– – – 31 (12,210) 1,317 – (10,862)
Total comprehensive income
–
–
– – – 31 (12,210) 150,040 – 137,861
Dividends paid (Note 10)
–
–
– – – – – (72,569) – (72,569)
Issue of Grafton Units
30
1,886
– – – – – – – 1,916
Purchase of treasury shares (Note 18)
–
–
– – – – – – (159,458) (159,458)
Cancellation of treasury shares
(806)
–
806 – – – – (159,591) 159,591 –
Transfer from treasury shares
–
–
– – – – – (687) 687 –
Share-based payments charge
–
–
– – 2,127 – – – – 2,127
Tax on share-based payments
–
–
– – 345 – – – – 345
Transfer from shares to be issued reserve
–
–
– – (4,557) – – 4,557 – –
Transfer from revaluation reserve
–
–
– (189) – – – 189 – –
(776)
1,886
806 (189) (2,085) – – (228,101) 820 (227,639)
At 31 December 2023
7,094
223,861
2,195 12,186 6,562 (6) 75,282 1,332,992 (4,365) 1,655,801
Revaluation
reserve
£’000
Shares to be
issued
reserve
£’000
Cash flow
hedge
reserve
£’000
Foreign
currency
translation
reserve
£’000
Retained
earnings
£’000
Treasury
shares
£’000
Total
equity
£’000
Group Statement of Changes in Equity
138
Grafton Group plc

Equity
share
capital
£’000
Share
premium
account
£’000
Capital
redemption
reserve
£’000
At 1 January 2024 7,094 223,861 2,195 12,186
6,562
(6)
75,282
1,332,992
(4,365)
1,655,801
Profit after tax for the financial year – – – –
–
–
–
122,013
–
122,013
Remeasurement gain on pensions (net of tax) – – – –
–
–
–
4,358
–
4,358
Movement in cash flow hedge reserve (net of tax) – – – –
–
–
–
–
–
–
Currency translation effect on foreign currency net investments – – – –
–
–
(33,099)
–
–
(33,099)
Total other comprehensive (expense) – – – –
–
–
(33,099)
4,358
–
(28,741)
Total comprehensive income – – – –
–
–
(33,099)
126,371
–
93,272
Dividends paid (Note 10) – – – –
–
–
–
(73,190)
–
(73,190)
Issue of Grafton Units 3 280 – –
–
–
–
–
–
283
Purchase of treasury shares (Note 18) – – – –
–
–
–
–
(81,085)
(81,085)
Cancellation of treasury shares (353) – 353 –
–
–
–
(81,391)
81,391
–
Transfer from treasury shares – – – –
–
–
–
(162)
162
–
Share-based payments charge – – – –
1,162
–
–
–
–
1,162
Tax on share-based payments – – – –
(42)
–
–
–
–
(42)
Transfer from shares to be issued reserve – – – –
(880)
–
–
880
–
–
Transfer from revaluation reserve – – – (149)
–
–
–
149
–
–
(350) 280 353 (149)
240
–
–
(153,714)
468
(152,872)
At 31 December 2024 6,744 224,141 2,548 12,037
6,802
(6)
42,183
1,305,649
(3,897)
1,596,201
Year to 31 December 2024
Total other comprehensive income
Transactions with owners of the Parent recognised directly in equity
Equity
share
capital
£’000
Share
premium
account
£’000
Capital
redemption
reserve
£’000
At 1 January 2023
7,870
221,975
1,389
12,375
8,647
(37)
87,492
1,411,053
(5,185)
1,745,579
Profit after tax for the financial year
–
–
–
–
–
–
–
148,723
–
148,723
Remeasurement gain on pensions (net of tax)
–
–
–
–
–
–
–
1,317
–
1,317
Movement in cash flow hedge reserve (net of tax)
–
–
–
–
–
31
–
–
–
31
Currency translation effect on foreign currency net investments
–
–
–
–
–
–
(12,210)
–
–
(12,210)
Total other comprehensive (expense)
–
–
–
–
–
31
(12,210)
1,317
–
(10,862)
Total comprehensive income
–
–
–
–
–
31
(12,210)
150,040
–
137,861
Dividends paid (Note 10)
–
–
–
–
–
–
–
(72,569)
–
(72,569)
Issue of Grafton Units
30
1,886
–
–
–
–
–
–
–
1,916
Purchase of treasury shares (Note 18)
–
–
–
–
–
–
–
–
(159,458)
(159,458)
Cancellation of treasury shares
(806)
–
806
–
–
–
–
(159,591)
159,591
–
Transfer from treasury shares
–
–
–
–
–
–
–
(687)
687
–
Share-based payments charge
–
–
–
–
2,127
–
–
–
–
2,127
Tax on share-based payments
–
–
–
–
345
–
–
–
–
345
Transfer from shares to be issued reserve
–
–
–
–
(4,557)
–
–
4,557
–
–
Transfer from revaluation reserve
–
–
–
(189)
–
–
–
189
–
–
(776)
1,886
806
(189)
(2,085)
–
–
(228,101)
820
(227,639)
At 31 December 2023
7,094
223,861
2,195
12,186
6,562
(6)
75,282
1,332,992
(4,365)
1,655,801
139
Annual Report and Accounts 2024
Corporate
Governance
Sustainability
Statement
Financial
Statements
Supplementary
Information
Strategic
Report

1. Summary of Material Accounting Policies
General Information
Grafton Group plc (‘Grafton’ or ‘the Group’) is a public limited company incorporated in the Republic of Ireland. The registered number is 8149
and registered office address is The Hive, Carmanhall Road, Sandyford Business Park, Dublin 18, D18 Y2C9. The Group is an international
distributor of building materials to trade customers who are primarily engaged in residential repair, maintenance and improvement projects
and house building.
Statement of Compliance
The consolidated financial statements of Grafton Group plc have been prepared in accordance with International Financial Reporting Standards
(“IFRSs”) as adopted by the European Union (“EU”). The IFRSs applied in these financial statements were those effective for accounting periods
ending on 31 December 2024.
New Standards, Amendments and Interpretations
A number of new standards and amendments to standards and interpretations were effective for annual periods beginning after 1 January 2024,
and have been applied in preparing these financial statements. The following Standards and Interpretations were effective for the Group and
parent company in 2024 but did not have a material effect on the results or financial position of the Group or parent company:
• IAS 1 (Amendments) Presentation of Financial Statements (Effective 1 January 2024)
• IAS 7 (Amendments) Statement of Cash Flows (Effective 1 January 2024)
• IFRS 7 (Amendments) Financial Instruments (Effective 1 January 2024)
• IFRS 16 (Amendments) Leases (Effective 1 January 2024)
New Standards, Amendments and Interpretations not yet adopted
A number of new standards and amendments to standards and interpretations are effective for annual periods beginning after 1 January 2025,
and have not been applied in preparing these financial statements. The following Standards and Interpretations are not yet effective for the Group
and parent company and are not expected to have a material effect on the results or financial position of the Group or parent company:
• IAS 21 (Amendments) The Effects of Changes in Foreign Exchange Rates (Effective 1 January 2025)
• IFRS 9/IFRS 7 (Amendments) Classification and Measurement of Financial Instruments (Effective 1 January 2026)
• IFRS 18 Presentation and Disclosure in Financial Statements (Effective 1 January 2027)
Basis of Preparation
The consolidated Financial Statements are presented in sterling, rounded to the nearest thousand. As set out in the Directors’ Report on
Corporate Governance the Directors, having made appropriate enquiries, believe that the Company and the Group as a whole has adequate
resources to continue in operational existence for the foreseeable future, being at least 12 months from the date of approval of the financial
statements and, for this reason, they continue to adopt the going concern basis in preparing the financial statements. The Statements have
been prepared under the historical cost convention, as modified by the previous revaluation of land and buildings, the measurement at fair value
of share-based payments at initial date of award, the measurement at fair value of all derivative financial instruments and the measurement
at fair value of investment property. Assets classified as held for sale are stated at the lower of carrying value and fair value less costs to sell.
The carrying values of recognised assets and liabilities that are fair value hedged are adjusted to record changes in the fair values attributable
to the risks that are being hedged.
The preparation of consolidated financial statements in accordance with IFRS as adopted by the EU requires management to make certain
estimates and assumptions that affect the application of accounting policies and the reported amount of assets, liabilities, income and expense.
Management believes that the estimates and assumptions made are reasonable based on the information available to it at the time that those
estimates and assumptions are made. The areas involving a high degree of judgement or complexity, or areas where assumptions and estimates
are significant in relation to the consolidated financial statements are set out in Note 32 and relate primarily to valuation of inventory, accounting
for defined benefit pension schemes, goodwill impairment, rebate income and IFRS 16 “leases”.
In preparing the financial statements, the Directors have also considered the current and potential impact of climate change. Costs associated
with projects to improve energy efficiency, reduce carbon emissions and to mitigate physical risks on the Group’s properties have been
absorbed within operating expenses or capital expenditure as appropriate. There has been no material impact on the net realisable value of
inventory or the net value of fixed assets in this year’s financial statements as a result of climate change. The impact of climate change related
incentives in executive director bonuses and interest on bank borrowings has not been material. No liabilities have arisen in respect of net zero
commitments as at 31 December 2024.
Notes to the Group Financial Statements
140
Grafton Group plc

1. Summary of Material Accounting Policies continued
Basis of Preparation continued
These considerations did not have a material impact on the financial reporting judgements and estimates in the current year, specifically in the
impairment and going concern analysis. The Group’s analysis of the impact of climate change continues to evolve with Grafton committed to
reducing its carbon impact.
Basis of Consolidation
The consolidated financial statements include the financial statements of the Company and all subsidiaries drawn up to 31 December each year.
The financial year-end of the Group’s subsidiaries are coterminous.
Subsidiaries
The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control is obtained and they
cease to be consolidated from the date on which the Group loses control. The definition of control is when the Group is exposed to, or has rights
to, variable returns from its involvement with the entity and has the ability to affect these returns through its power over the entity.
Transactions Eliminated on Consolidation
Intra-group balances and transactions, and any unrealised gains and income and expenses arising from such transactions, are eliminated in
preparing the consolidated financial statements. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that
there is no evidence of impairment.
Revenue Recognition
Revenue comprises the fair value of consideration receivable for goods and services supplied to external customers in the ordinary course of the
Group’s activities and excludes inter-company revenue and value added tax.
In general, revenue is recognised to the extent that the Group has satisfied its performance obligations to the buyer and the buyer has obtained
control of the goods or services being transferred. In the case of sales of goods, this generally arises when products have either been delivered to
or collected by a customer and there is no unfulfilled obligation that could affect the acceptance of the products. Service revenue comprises tool
hire revenue and is recognised over the period of hire.
Revenues are recorded based on the price specified in the sales invoices/contracts net of actual and estimated returns, rebates and any
discounts granted and in accordance with the terms of sale. Accumulated experience is used to estimate returns, rebates and discounts using
the expected value method and revenue is only recognised to the extent that it is highly probable that a significant reversal will not occur.
Segment Reporting
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses
for which discrete financial information is available, including revenues and expenses that relate to transactions with any of the Group’s other
components. All operating segments’ operating results are reviewed regularly by the Group’s Chief Operating Decision Maker, being the Board,
who is responsible for allocating resources and assessing performance.
Foreign Currency Translation
Functional and Presentation Currency
The consolidated financial statements are presented in sterling. Items included in the financial statements of each of the Group’s entities are
measured using its functional currency, being the currency of the primary economic environment in which the entity operates which is primarily
euro and sterling. The functional currency of the parent company is euro.
Transactions and Balances
Transactions in foreign currencies are recorded at the rate of exchange ruling at the date of the transaction. Monetary assets and liabilities
denominated in foreign currencies are retranslated to the relevant functional currency at the rate of exchange ruling at the balance sheet date.
All currency translation differences on monetary assets and liabilities are taken to the income statement except for the effective portion
designated as a hedge of a net investment in a foreign operation which is recognised in other comprehensive income.
Foreign Operations
The assets and liabilities of foreign operations, including goodwill arising on consolidation, are translated to sterling at the foreign exchange
rates ruling at the balance sheet date. Results and cash flows of subsidiaries which do not have sterling as their functional currency are
translated into sterling at average exchange rates for the year and the related balance sheets are translated at the rates of exchange ruling
at the balance sheet date.
Foreign exchange movements arising on translation of the net investment in a foreign operation, including those arising on long term intra-Group
loans deemed to be quasi equity in nature, are recognised directly in other comprehensive income, in the currency translation reserve. The portion
of exchange gains or losses on foreign currency borrowings or derivatives used to provide a hedge against a net investment in a foreign operation
that is designated as a hedge of those investments is recognised directly in other comprehensive income to the extent that they are determined
to be effective. The ineffective portion is recognised immediately in the income statement.
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1. Summary of Material Accounting Policies continued
Foreign Currency Translation continued
Movements since 1 January 2004, the date of transition to IFRS, are recognised in the currency translation reserve and are reclassified to the
income statement on disposal of the related business.
Share Capital and Share Premium
The company’s share capital and share premium has been translated from euro into sterling at historic rates of exchange at the dates of transactions.
Exceptional Items and Non-recurring Items
The Group has adopted a policy in relation to its income statement which seeks to highlight significant items within the Group’s results. Such
items may include significant restructuring provisions, profit or loss on disposal or termination of operations, litigation costs and settlements
and impairment of assets. Judgement is used by the Group in assessing the particular items which, by virtue of their scale and nature, should
be disclosed in the income statement or related notes. Where exceptional items are not significant for separate presentation, they are disclosed
as non-recurring items.
Property profit is disclosed as a separate line item on the face of the Income Statement. Property profit arises when the proceeds, less costs to
sell, exceed the carrying value of the disposed property.
Rebate Arrangements
Rebate arrangements are a common component of supplier agreements in the merchanting industry. As part of its on-going business activities,
Grafton Group plc entities have entered into such arrangements with a significant number of their suppliers.
Supplier rebates received and receivable in respect of goods which have been sold to the Group’s customers are deducted from cost of sales
in the income statement. Where goods on which rebate has been earned remain in inventory at the year-end, an appropriate rebate deduction
is made from the gross balance sheet carrying value of that inventory. The rebate deduction is only released to the income statement when
the goods are ultimately sold. At the year-end the balance sheet includes a balance representing unpaid amounts receivable from suppliers.
Finance Expense
Finance expense comprises interest payable on borrowings calculated using the effective interest rate method, net foreign exchange losses
on monetary items and gains and losses on hedging instruments that are recognised in the income statement. The net finance cost of pension
scheme obligations is recognised as a finance expense in the income statement. The interest expense component of lease payments is
recognised in the income statement using the effective interest rate method. Where appropriate the fair value adjustment to hedged items
that are the subject of a fair value hedge is included as a finance expense or finance income. Borrowing costs that are not directly attributable to
the acquisition, construction or production of a qualifying asset are recognised in the income statement as incurred using the effective interest
rate method.
Finance Income
Finance income comprises interest income on cash and cash equivalents, fixed term cash deposits, dividend income, gains on the disposal
of financial assets, and gains on hedging instruments that are recognised in profit or loss. The net expected return on defined benefit pension
scheme plan assets is recognised as finance income in the income statement. Interest income is recognised in the income statement as it
accrues using the effective interest rate method.
Business Combinations
Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is
transferred to the Group. Control is defined as when the Group is exposed to, or has rights to, variable returns from its involvement with the
entity and has the ability to affect these returns through its power over the entity.
The Group measures goodwill at the acquisition date as:
• The fair value of the consideration transferred; plus
• The recognised amount of any non-controlling interests in the acquiree; plus
• If the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree; less
• The net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed.
When the excess is negative, a bargain purchase gain is recognised immediately in the income statement. The consideration transferred does not
include amounts related to the settlement of the pre-existing relationships. Such amounts are generally recognised in the income statement.
Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with
a business combination are expensed as incurred.
To the extent that settlement of all or any part of consideration for a business combination is deferred, the fair value of the deferred component
is determined through discounting the amounts payable to their present value. Any contingent consideration payable is recognised at fair value
at the acquisition date. The fair value of contingent consideration at acquisition date is arrived at through discounting the expected payment to
present value and is disclosed as a liability within deferred consideration on acquisition of businesses.
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Business Combinations continued
If the contingent consideration is classified as equity, it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent
changes to the fair value of the contingent consideration are recognised in the income statement.
A consideration arrangement contingent upon the continuing employment by the selling shareholders, in which the payments are automatically
forfeited if employment terminates, is classified as remuneration for post-combination services, in line with IFRS 3.
Goodwill
Goodwill is the excess of the consideration paid over the fair value of the identifiable assets, liabilities and contingent liabilities in a business
combination and relates to assets which are not capable of being individually identified and separately recognised.
Goodwill acquired is allocated, at acquisition date, to the groups of Cash Generating Units (“CGUs”) expected to benefit from synergies related to the
acquisition. Where management reassesses its groups of CGUs, goodwill is reallocated on a relative value basis.
Goodwill is measured at cost less accumulated impairment losses. The CGUs represent the lowest level within the Group at which goodwill is
monitored for internal management purposes. These units are no larger than the operating segments determined in accordance with IFRS 8:
Operating Segments. Goodwill is subject to impairment testing on an annual basis and at any time during the year if an indicator of impairment
exists.
Where the recoverable amount of a cash generating unit is less than the carrying amount, an impairment loss is recognised. Impairment losses
arising in respect of goodwill are not reversed once recognised.
Where a business is disposed of from a CGU to which goodwill had been allocated on acquisition, an allocation is made to the disposed business
and included in determining the profit or loss arising on disposal. The allocation of goodwill to the disposed business is determined on the basis
of the fair value of the disposed business relative to the fair value of the portion of the CGU retained. Fair value of the disposed business is based
on the disposal consideration and fair value of the portion of the CGU retained is determined on a value in use basis.
Intangible Assets (Computer Software)
Acquired computer software, including computer software which is not an integrated part of an item of computer hardware, is stated at
cost less any accumulated amortisation and any accumulated impairment losses. Cost comprises of purchase price and any other directly
attributable costs.
Costs relating to the development of computer software is recognised if it meets the following criteria:
• An asset can be separately identified;
• The ability to use the asset can be demonstrated;
• It is probable that the asset created will generate future economic benefits;
• Adequate resources are available to complete the development of the asset;
• The completion and implementation of the asset is technically feasible;
• It is probable that the expected future economic benefits that are attributable to the asset will flow to the entity; and
• Expenditure attributable to the asset during its development can be measured reliably.
Costs relating to the development of computer software for internal use are capitalised once the recognition criteria outlined above are met.
Computer software is amortised over its expected useful life, which ranges from 4 to 10 years, by charging equal instalments to the income
statement from the date the assets are ready for use.
Intangible Assets (other than Goodwill and Computer Software)
An intangible asset, other than goodwill and computer software, is recognised to the extent that it is probable that the expected future economic
benefits attributable to the asset will flow to the Group and that its fair value can be measured. The asset is deemed to be identifiable when it is
separable (i.e. capable of being divided from the entity and sold, transferred, licensed, rented or exchanged, either individually or together with a
related contract, asset or liability) or when it arises from contractual or other legal rights, regardless of whether those rights are transferable or
separable from the Group or from other rights and obligations.
Trade names, customer relationships and technology assets, acquired as part of a business combination, are valued at their fair value at the
date control is achieved and are capitalised separately from goodwill if the intangible asset meets the definition of an asset and the fair value can
be reliably measured. Brand related intangible assets are amortised on a straight-line basis over the period of their expected useful economic
lives, which ranges from 2 to 20 years. The useful economic life used to amortise intangible assets relates management’s estimate of the period
over which economic benefit will be derived from the asset.
Intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses. The carrying value of intangible
assets is reviewed for impairment at each reporting date and is also subject to impairment testing when events or changes in circumstances
indicate that the carrying values may not be recoverable.
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Property, Plant and Equipment
Property, plant and equipment are stated at cost or deemed cost less accumulated depreciation and impairment losses. The Group’s freehold
properties in Ireland were revalued to fair value in 1998 and are measured on the basis of deemed cost being the revalued amount at the date
of that revaluation less accumulated depreciation. The valuations were deemed to be cost for the purposes of transition to IFRS as adopted
by the EU.
Property, plant and equipment are depreciated over their useful economic life on a straight line basis at the following rates:
Freehold buildings
50 – 100 years
Freehold land
Not depreciated
Leasehold improvements/buildings
Lease term or up to 100 years
Plant and machinery
5 – 20 years
Motor vehicles
5 – 10 years
Plant hire equipment
4 – 10 years
The residual value and useful lives of property, plant and equipment are reviewed and adjusted if appropriate at each balance sheet date.
On disposal of property, plant and equipment, the cost and related accumulated depreciation and impairments are removed from the balance
sheet and the net amount, less any proceeds, is taken to the income statement.
The carrying amounts of the Group’s property, plant and equipment are reviewed at each balance sheet date to determine whether there is any
indication of impairment. An impairment loss is recognised whenever the carrying amount of an asset or its cash generation unit exceeds its
recoverable amount. Impairment losses are recognised in the income statement.
Cost includes expenditure that is directly attributable to the acquisition of the asset. Subsequent costs are included in an 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 replacing the item can be reliably measured. All other repair and maintenance costs are charged to the income statement
during the financial period in which they are incurred.
Leases
Identification of Leases
The identification of leases involves judgement as IFRS 16 defines a lease as a contract (or part of a contract) that, for a period of time in
exchange for consideration, conveys the right to:
• Control an identified asset;
• Obtain substantially all economic benefits from use of the asset; and
• Direct the use of the asset.
Lease Term
The lease term is the non-cancellable period for which the Group has the right to use an underlying asset together with:
• Periods covered by an option to extend the lease if the Group is reasonably certain to exercise that option; and
• Periods covered by an option to terminate the lease if the Group is reasonably certain not to exercise that option. This assessment involves
the exercise of judgement by the Group.
Initial Measurement of Lease Liability
The lease liability is initially measured at the present value of the lease payments that are payable for the lease term, discounted using the
incremental borrowing rate.
Lease payments included in the measurement of the lease liability comprise:
• Fixed lease payments (including in-substance fixed payments);
• Variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date;
• The amount expected to be payable by the lessee under residual value guarantees (e.g. if the fair value of the asset at the end of the lease term
is below an agreed amount, the lessee would pay to the lessor an amount equal to the difference between the fair value and agreed amount);
• The exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and
• Payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.
The lease liability does not include variable elements which are dependent on external factors, e.g. payments that are based on turnover. Instead,
such variable elements are recognised directly in the income statement.
Judgements applied include determining the lease term for those leases with termination or extension options and the discount rate used
which is based on incremental borrowing rate. Such judgements could impact the lease term and significantly the resultant lease liability and
right-of-use asset recognised.
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Leases continued
Initial Measurement of Lease Liability continued
Where a lease agreement contains a clause to restore the asset to a specified condition i.e. dilapidation costs, the Group recognises a provision
for dilapidations under IAS 37 in its balance sheet.
Initial Measurement of Right-of-Use Asset
The right-of-use asset comprises the amount of the initial measurement of the lease liability, adjusted for:
• Any lease payments made at or before the commencement date, less any lease incentives; and
• Any initial direct costs incurred by the Group.
In addition, where the Group subleases a headlease (or part thereof) to a third party and such sublease is deemed by the Group to be a finance
sublease, the right-of-use asset relating to sublease is derecognised and a finance lease receivable is recognised.
Subsequent Measurement of Lease Liability
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest
method) and by reducing the carrying amount to reflect the lease payments made.
The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:
• The lease term has changed or there is a change in the assessment of exercise of a purchase option, in which case the lease liability is
remeasured by discounting the revised lease payments using a revised discount rate;
• The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which
cases the lease liability is remeasured by discounting the revised lease payments using the initial discount rate (unless the lease payments
change is due to a change in a floating interest rate, in which case a revised discount rate is used); and
• A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured
by discounting the revised lease payments using a revised discount rate.
Subsequent Measurement of Right-of-Use Asset
After initial measurement, the right-of-use assets are measured at cost less accumulated depreciation, adjusted for:
• Any impairment losses in accordance with IAS 36 Impairment of Assets; and
• Any remeasurement of the lease liability.
Right-of-use assets are depreciated over the shorter period of the lease term and useful life of the underlying asset. If a lease transfers ownership
of the underlying asset or the cost of the right-of-use asset reflects that the Group expects to exercise a purchase option, the related right-of-use
asset is depreciated over the useful life of the underlying asset.
Lease modifications
A lease modification is a change to the original terms and conditions of the lease. The effective date of the modification is deemed to be the date
when both parties agree to a lease modification.
A lease modification is accounted for as a separate lease if:
• The modification increases the scope of the lease by adding the right to use one or more underlying assets; and
• The consideration for the lease increases by an amount commensurate with the standalone price for the increase in scope of the lease.
If both criteria are met, the Group adopts the accounting policy on the initial recognition and measurement of lease liabilities and right-of-use assets.
If a change in the lease terms does not meet the test outlined above, the Group must modify the initially recognised components of the lease contract.
Sublease Accounting
Where the Group acts as a lessor, the sublease is classified as a finance lease or an operating lease. A lease is deemed to be a finance lease
where the lease transfers substantially all the risks and rewards incidental to the ownership of the underlying asset. Otherwise, the lease is
deemed to be an operating lease.
Where the Group is an intermediate lessor, it accounts for its interests in the head lease and the sublease separately. The Group assesses the
lease classification of a sublease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset.
If the head lease is not a short term lease or low-value lease and the sublease is deemed to be a finance lease, the Group recognises a lease
liability relating to the head lease but does not recognise a corresponding right-of-use asset. Instead, the Group recognises a finance lease debtor
relating to the sublease.
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Investment Properties
Investment property is initially measured at cost and subsequently at fair value with any change therein recognised in profit or loss. Fair value
is defined as the price that would be received if the asset was sold in an orderly transaction between market participants based on the asset’s
highest and best use.
Any gain or loss on disposal of investment property (calculated as the difference between the net proceeds from disposal and the carrying amount
of the item) is recognised in profit or loss. When investment property that was previously classified as property, plant and equipment is sold, any
related amount included in the revaluation reserve is transferred to retained earnings.
When the use of a property changes from owner occupied or held for sale to investment property, the property is remeasured to fair value
and reclassified accordingly. Any gain on this remeasurement is recognised in profit or loss to the extent that it reverses a previous impairment
loss on the specific property, with any remaining gain recognised in Other Comprehensive Income and presented in the revaluation reserve. Any
loss is recognised in profit or loss.
Assets Held for Sale
Non-current assets that are expected to be recovered principally through sale rather than continuing use and meet the IFRS 5 criteria are
classified as held for sale. These assets are shown in the balance sheet at the lower of their carrying amount and fair value less any costs to sell.
Impairment losses on initial classification as non-current assets held for sale and subsequent gains or losses on re-measurement are recognised
in the income statement.
Investments
Investments, other than investments in joint ventures and associates, are stated in the balance sheet at fair value with changes in fair value
recognised directly in other comprehensive income. There is no subsequent reclassification of fair value gains and losses to profit and loss
following derecognition of the investment. Dividends from such investments are recognised in the income statement and are reported as non-
operating items.
Where investments are actively traded in organised financial markets, fair value is determined by reference to Stock Exchange quoted market bid
prices at the close of business on the balance sheet date. Where it is impracticable to determine fair value in accordance with IFRS 13, unquoted
equity investments are recorded at historical cost and are included within financial assets on this basis in the Group balance sheet. They are
assessed for impairment annually.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is based on the first-in, first-out principle and includes all expenditure
incurred in acquiring the inventories and bringing them to their present location and condition. Raw materials and purchased finished goods are
valued on the basis of purchase cost on a first-in, first-out basis. In the case of manufactured finished goods and work-in-progress, cost includes
direct materials, direct labour and attributable overheads based on normal operating capacity and excludes borrowing costs. Net realisable value
is the estimated proceeds of sale less all further costs to completion and less all costs to be incurred in marketing, selling and distribution.
Trade and Other Receivables and Payables
Trade and other receivables and payables are stated at amortised cost (less any impairment losses), which approximates to fair value given the
short term nature of these assets and liabilities.
Trade receivables are carried at original invoice amount less an allowance for potentially uncollectable debts. Provision is made using the expected
credit loss model which uses a lifetime expected loss allowance for all trade receivables. To measure the expected credit losses, trade receivables
are grouped based on shared credit risk characteristics and days past due.
Bad debts are written-off in the income statement when there is no reasonable expectation of recovery. Indicators that there is no reasonable
expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Group, and the commencement
of legal proceedings.
Cash and Cash Equivalents
Cash and cash equivalents comprise cash balances held for the purposes of meeting short term cash commitments and money market
instruments which are readily convertible to a known amount of cash. Where money market instruments are categorised as cash equivalents,
the related balances have an original maturity of three months or less. Cash balances and bank overdrafts held by the Group are carried at
amortised cost. Money market instruments are classified and measured at fair value through profit or loss. The carrying amount of these assets
and liabilities approximates to their fair value.
For the purposes of the Group cash flow statement, bank overdrafts are netted against cash and cash equivalents where the overdrafts are
repayable on demand and form an integral part of cash management.
Where there is a master netting agreement in place that grants the Group the legal right to set-off and management has intention to settle on
a net basis with each bank, bank overdrafts are off-set against cash and cash equivalents. Where off-setting criteria has not been met, bank
overdrafts are included within current interest-bearing loans and borrowings in the Group balance sheet.
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Derivative Financial Instruments and Hedging Activities
Derivative financial instruments, principally interest rate and currency swaps/forwards, are used in certain circumstances to hedge the Group’s
exposure to foreign exchange and interest rate risks arising from its financing activities.
Derivative financial instruments are recognised initially at fair value and thereafter are subsequently re-measured at their fair value. Fair value
is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date. The fair value of interest rate and currency swaps/forwards is the estimated amount that the Group would receive or pay to
terminate the swap at the balance sheet date, taking into account current interest and currency exchange rates and the current creditworthiness
of the swapped counterparts.
The method of recognising the resulting gain or loss on re-measurement to fair value depends on whether the derivative is designated as a
hedging instrument. Where derivatives are not designated or do not fulfil the criteria for hedge accounting, changes in fair values are reported in
the income statement. Where derivatives qualify for hedge accounting, recognition of the resulting gains or losses depends on the nature of the
item being hedged. The Group designates certain derivatives for various purposes in hedge relationships in one or more of the following types
of relationships:
(i) Fair value hedge: Hedges of the fair value of recognised liabilities;
(ii) Cash flow hedge: Hedges of a particular risk associated with a highly probable forecast transaction; or
(iii) Net investment hedge: Hedges of a net investment in a foreign operation.
The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk
management objectives and strategy for undertaking various hedging transactions. The Group also documents whether changes in the cash
flows of the hedging instruments are expected to offset changes in the cash flows of the hedged items.
(i) Fair Value Hedge
Any gain or loss stemming from the re-measurement of the hedging instrument to fair value is reported in the income statement. In addition, any
gain or loss on the hedged item which is attributable to the fair value movement in the hedged risk is adjusted against the carrying amount of the
hedged item and reflected in the income statement.
Where a derivative financial instrument is used to economically hedge the foreign exchange exposure of a recognised monetary asset or liability,
hedge accounting is not applied and any gain or loss accruing on the hedging instrument is recognised as finance income or expense in the
income statement.
If the hedge no longer meets the criteria for hedge accounting, hedge accounting ceases and the adjustment to the carrying amount of a hedged
item for which the effective interest method is used is amortised to profit or loss over the period to maturity.
(ii) Cash Flow Hedge
The effective part of any gain or loss on the derivative financial instrument is recognised in other comprehensive income and presented in the
cash flow hedge reserve in equity with the ineffective portion being reported as finance expense or income in the income statement. If a hedge
of a forecasted transaction subsequently results in the recognition of a financial asset or a financial liability, the associated gains and losses that
were recognised in other comprehensive income are reclassified into profit or loss in the same period or periods during which the asset acquired
or liability assumed affects profit or loss. For cash flow hedges, other than those covered by the preceding statements, the associated cumulative
gain or loss is removed from other comprehensive income and recognised in the income statement in the same period or periods during which
the hedged forecast transaction affects profit or loss. The ineffective part of any gain or loss is recognised immediately in the income statement.
Hedge accounting is discontinued when a hedging instrument expires or is sold, terminated or exercised, or no longer qualifies for hedge accounting.
The cumulative gain or loss at that point remains in equity and is recognised in accordance with the above policy when the transaction occurs. If a
hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in other comprehensive income is transferred to the
income statement in the period.
(iii) Net Investment Hedge
Any gain or loss on the hedging instrument relating to the effective portion of the hedge is recognised in other comprehensive income and
presented in the foreign currency translation reserve in equity. The gain or loss relating to the ineffective portion is recognised immediately in
the income statement within finance income or finance expense. Cumulative gains and losses remain in equity until disposal or partial disposal
of the net investment in the foreign operation at which point the related differences are reclassified to the income statement as part of the
overall gain or loss on sale.
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Interest-Bearing Loans and Borrowings
All loans and borrowings are initially recorded at fair value, net of related transaction costs. After initial recognition, current and non-current
interest-bearing loans and borrowings are measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the
redemption value is recognised in the income statement over the period of the borrowings using the effective interest rate method. Amortised
cost includes any issue costs and any discount or premium on settlement. Borrowings are classified as current liabilities unless the Group has
an unconditional right to defer settlement of the liability for at least twelve months after the balance sheet date.
Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all
of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable
that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of
the facility to which it relates.
Provisions
A provision is recognised on a discounted basis when the Group has a present (either legal or constructive) obligation as a result of a past
event and it is probable that a transfer of economic benefits will be required to settle the obligations and a reliable estimate can be made of
the amount required to settle the obligation. A provision for restructuring is recognised when the Group has approved a restructuring plan and
the restructuring has commenced. A provision for onerous contracts is recognised when the expected benefits to be derived by the Group from
a contract are lower than the unavoidable costs of meeting its obligations under the contract. The provision is measured at the lower of the
present value of the expected cost of terminating the contract and the present value of the expected net cost of continuing with the contract.
Retirement Benefit Obligations
Obligations to the defined contribution pension plans are recognised as an expense in the income statement as service is received from the
relevant employees. The Group has no legal or constructive obligation to pay further contributions in the event that these plans do not hold
sufficient assets to provide retirement benefits.
The Group operates a number of defined benefit pension schemes, all of which have been closed to both new members and future accrual, which
require contributions to be made to separately administered funds. The Group’s net obligation in respect of defined benefit pension schemes
is calculated separately for each plan by estimating the amount of future benefits that employees have earned in return for their service in the
current and prior periods. That benefit is discounted to determine its present value, and the fair value of any plan asset is deducted. The discount
rate employed in determining the present value of the schemes’ liabilities is determined by reference to market yields at the balance sheet date on
high quality corporate bonds for a term consistent with the currency and term of the associated post-employment benefit obligations.
The net surplus or deficit arising in the Group’s defined benefit pension schemes are shown within either non-current assets or liabilities on
the face of the Group Balance Sheet. The deferred tax impact of pension scheme surpluses and deficits is disclosed separately within deferred tax
assets or liabilities as appropriate. The Group recognises actuarial gains and losses immediately in other comprehensive income.
Any increase in the present value of the plans’ liabilities expected to arise from employee service during the period is charged to operating profit.
The Group determines net interest expense/(income) on the net defined benefit liability/(asset) for the period by applying the discount rate used
to measure the defined benefit obligation at the beginning of the period. Differences between the income recognised based on the discount
rate and the actual return on plan assets, together with the effect of changes in the current or prior assumptions underlying the liabilities are
recognised in other comprehensive income. When the benefits of a defined benefit plan are improved, the portion of the increased benefit relating
to past service by employees is recognised as a past service cost in the income statement at the earlier of the date when the plan amendment
occurs and when the related restructuring costs are recognised. To the extent that the benefits vest immediately, the expense is recognised
immediately in the income statement.
Share-Based Payment Transactions
The 2011 and 2021 Long Term Incentive Plans (“LTIP”) and the SAYE Scheme for UK employees enables employees to acquire shares in the
Company subject to the conditions of these schemes. New units are issued to satisfy obligations under the SAYE scheme. Entitlements under the
LTIP may be satisfied by the issue of units or by a market purchase of units. The fair value of share entitlements at the grant date is recognised as
an employee expense in the income statement over the vesting period with a corresponding increase in equity. The fair value is determined by an
external valuer using a binomial model. Share entitlements granted by the Company are subject to certain non-market based vesting conditions.
Non-market vesting conditions are not taken into account when estimating the fair value of entitlements as at the grant date. The expense for
share entitlements shown in the income statement is adjusted to reflect the number of awards for which the related non-market based vesting
conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that meet the
related non-market based vesting conditions at the vesting date. The proceeds received by the Company on the vesting of share entitlements are
credited to share capital and share premium when the share entitlements are converted or issued.
Government Grants
Government grants and assistance are recognised at their fair value in the income statement when there is a reasonable assurance that the grant
will be received and all attaching conditions have been complied with. When the grant relates to an expense item, it is recognised in operating
costs within the income statement over the period necessary to match on a systematic basis to the costs that it is intended to compensate.
Where the grant relates to a non-current asset, the value is credited to a deferred income account and is released to the income statement over
the expected useful life of the relevant asset.
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1. Summary of Material Accounting Policies continued
Income Tax
Income tax in the income statement represents the sum of current tax and deferred tax.
Income tax is recognised in the income statement except to the extent that it relates to items recognised directly in other comprehensive income.
Current tax is based on taxable profit and represents the expected tax payable for the year. Taxable profit differs from net profit as reported in the
income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes certain
items that are not tax deductible including property depreciation. The Group’s liability for current tax is calculated using rates that have been
enacted or substantially enacted at the balance sheet date. The Group’s income tax charge reflects various allowances and reliefs and planning
opportunities available in the tax jurisdictions in which the Group operates. The determination of the Group’s charge for income tax in the income
statement requires estimates to be made, on the basis of professional advice, in relation to certain matters where the ultimate outcome may
not be certain and where an extended period may be required before such matters are determined. The amount shown for current taxation
reflects tax uncertainties and is based on the Directors’ estimate of (i) the most likely amount; or (ii) the expected value of the probable outflow
of economic resources that will be required. The estimates for income tax included in the financial statements are considered appropriate but
no assurance can be given that the final determination of these matters will not be materially different to the estimates included in the financial
statements. Whilst it is possible, the Group does not currently anticipate that any such differences could have a material impact on the income
tax provision and profit for the period in which such a determination is made nor does it expect any significant impact on its financial position
in the near term. This is based on the Group’s knowledge and experience, as well as the profile of the individual components which have been
reflected in the current tax liability, the status of the tax audits, enquiries and negotiations in progress at each year-end, previous claims and any
factors specific to the relevant tax environments.
Deferred tax is provided, using the liability method, on all temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for taxation purposes. 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 rates that have been enacted or substantially
enacted at the balance sheet date.
Deferred tax assets and liabilities are not recognised for the following temporary differences:
• Goodwill that is not deductible for tax purposes;
• Temporary differences arising 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 or taxable profit or loss; and
• Temporary differences associated with investments in subsidiaries in which case deferred tax is only recognised to the extent that it is
probable that the temporary differences will reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that
sufficient taxable profit would be available to allow all or part of the deferred tax asset to be utilised.
Share Capital
Ordinary Shares
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction
from equity, net of any tax effects.
Repurchase of Share Capital
When share capital recognised as equity is purchased, the amount of the consideration paid, including directly attributable costs, is recognised
as a change in equity.
Dividends
Dividends on ordinary shares are recognised as a liability in the Group’s financial statements in the period in which they are declared by the
Company. In the case of interim dividends, these are considered to be declared when they are paid. In the case of final dividends these are
declared when authorised by the shareholders in General Meeting.
Earnings Per Share
The Group presents basic and diluted earnings per share (“EPS”) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss
attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period, adjusted
for treasury shares held. Diluted EPS is calculated by dividing the profit or loss attributable to ordinary shareholders by the weighted average
number of ordinary shares outstanding adjusted for treasury shares held and for the effects of all dilutive potential ordinary shares related to
employee share schemes.
2. Segment Information
IFRS 8 Operating Segments requires operating segments to be identified on the basis of internal reports that are regularly reviewed by the Chief
Operating Decision Maker, being the Board, in order to allocate resources to the segments and to assess their performance. Three reportable
segments have been identified, Distribution, Retailing and Manufacturing.
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Notes to the Group Financial Statements continued
2. Segment Information continued
The Distribution segment is engaged in the distribution of building and plumbing materials primarily to professional trades people engaged
in residential repair, maintenance and improvement projects and also in residential and other new build construction from a network of 422
branches in Ireland, the UK, the Netherlands, Finland and Spain.
The aggregation of operating segments into the Distribution segment reflects, in the opinion of management, the similar economic characteristics
within each of these segments as well as the similar products and services offered and supplied and the classes of customers. This is assessed
by reference to gross margins and long term growth rates of the segments. The Retailing segment operates Ireland’s largest DIY and home
improvement business from a network of 35 stores that supply mainly retail customers with a wide range of products for DIY and for the home
and garden. The Manufacturing segment comprises the largest manufacturer of dry mortar in Great Britain operating from 10 plants, an industry
leading manufacturer and distributor of bespoke staircases and windows in the UK operating from one manufacturing facility and a plastics
manufacturing business in Ireland.
Information regarding the results of each operating segment is included in this note. Performance is measured based on segment operating
profit/(loss) as included in the internal management reports that are reviewed by the Group’s Chief Operating Decision Maker. Segment operating
profit is used to measure performance as such information is the most relevant in evaluating the results of the Group’s segments.
No segment is over reliant on any major customer and credit risk is well diversified as disclosed in Note 17. Segment results, assets and liabilities
include all items directly attributable to a segment. Segment capital expenditure is the total amount incurred during the period to acquire segment
assets that are expected to be used for more than one accounting period.
Group Income Statement
UK distribution
780,778
818,112
Ireland distribution
632,807
631,034
Netherlands distribution
337,581
351,474
Finland distribution
131,758
139,783
Spain distribution
29,664
–
Total distribution
1,912,588
1,940,403
Retailing
261,055
258,197
Manufacturing
122,157
135,298
Less: inter-segment revenue – manufacturing
(13,548)
(14,656)
Total revenue
2,282,252
2,319,242
Segmental operating profit before non-recurring items, intangible amortisation arising on acquisitions and
other acquisition related items
UK distribution
32,438
47,251
Ireland distribution
61,533
60,930
Netherlands distribution
26,394
33,416
Finland distribution
8,948
14,196
Spain distribution
322
–
Total distribution
129,635
155,793
Retailing
34,676
32,728
Manufacturing
24,306
30,269
188,617
218,790
Central activities
(15,087)
(14,541)
173,530
204,249
Property profit
3,999
1,261
Operating profit before intangible amortisation arising on acquisitions and other acquisition related items
177,529
205,510
Acquisition related items*
(4,633)
(2,730)
Amortisation of intangible assets arising on acquisitions
(20,271)
(19,691)
Operating profit
152,625
183,089
Finance expense
(25,077)
(24,292)
Finance income
24,968
24,715
Profit before tax
152,516
183,512
Income tax expense
(30,503)
(34,789)
Profit after tax for the financial year
122,013
148,723
* Acquisition related items comprise deferred consideration payments relating to the retention of former owners of businesses acquired, transaction costs and expenses,
professional fees for new and target acquisitions, adjustments to previously estimated earn outs and customer relationships asset impairment charges.
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Grafton Group plc

2. Segment Information continued
The amount of revenue by geographic area is as follows:
United Kingdom
881,907
929,821
Ireland**
901,342
898,164
Netherlands
337,581
351,474
Finland
131,758
139,783
Spain
29,664
–
Total revenue – continuing operations
2,282,252
2,319,242
* Service revenue, which relates to plant and equipment hire and is recognised over time, amounted to £12.3 million for the year (2023: £11.5 million)
** Grafton Group plc is domiciled in the Republic of Ireland and the revenues from external customers in Ireland were £901.3 million (2023: £898.2 million)
The analysis of geographic revenue above is the same whether it is based on location of assets or customers.
Group Balance Sheet
Distribution
1,953,724
1,914,204
Retailing
152,934
169,342
Manufacturing
117,643
122,701
2,224,301
2,206,247
Deferred tax assets
7,453
6,665
Retirement benefit assets
10,932
9,536
Other financial assets
125
127
Fixed term cash deposits
150,000
200,000
Cash and cash equivalents
359,430
383,939
Total assets
2,752,241
2,806,514
Distribution
641,253
648,830
Retailing
152,576
174,020
Manufacturing
33,065
30,501
826,894
853,351
Interest bearing loans and borrowings (current and non-current)
237,372
204,219
Retirement benefit obligations
9,591
15,363
Deferred tax liabilities
62,040
60,234
Current income tax liabilities
20,138
17,541
Derivative financial instruments (current)
5
5
Total liabilities
1,156,040
1,150,713
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Notes to the Group Financial Statements continued
2. Segment Information continued
Other segment information
Distribution
Retailing
Manufacturing
Group
Goodwill^
597,036
607,797
–
–
37,265
37,265
634,301
645,062
Goodwill acquired^
3,863
15,786
–
–
–
–
3,863
15,786
Property, plant & equipment additions
30,922
39,318
4,467
3,938
4,182
5,560
39,571
48,816
Property, plant & equipment acquired
14,218
6,447
–
–
–
505
14,218
6,952
Right-of-use assets additions
14,973
13,210
–
31
180
113
15,154
13,353
Right-of-use assets acquired
24,413
820
–
–
–
–
24,413
820
Investment in intangible assets
4,961
2,491
2,029
472
285
1,000
7,275
3,963
Intangible assets acquired
15,678
–
–
–
–
4,890
15,678
4,890
Depreciation on property, plant & equipment
34,313
30,975
4,085
4,045
4,367
3,961
42,765
38,981
Depreciation on right-of use assets
52,444
48,311
15,811
16,095
1,396
1,313
69,651
65,719
Amortisation of intangible assets
18,971
18,461
367
612
2,984
2,214
22,322
21,287
Additional geographic analysis
The following is a geographic analysis of the information presented above.
UK
Ireland
Netherlands
Finland
Spain
Group
Goodwill^
327,194
327,194
158,781
166,426
110,374
115,684
34,117
35,758
3,835
–
634,301
645,062
Goodwill acquired^
–
13,354
–
2,298
–
–
–
134
3,863
–
3,863
15,786
additions
16,828
22,144
16,411
17,997
4,474
6,371
1,569
2,304
289
–
39,571
48,816
acquired
–
2,085
–
3,824
–
–
–
1,043
14,218
–
14,218
6,952
assets additions
5,420
2,755
2,127
4,663
7,562
4,603
33
1,332
12
–
15,154
13,353
assets acquired
–
748
–
41
–
–
–
31
24,413
–
24,413
820
Investment in
intangible assets
3,055
1,304
2,050
801
2,042
1,393
128
465
–
–
7,275
3,963
acquired
–
4,890
–
–
–
–
–
–
15,678
–
15,678
4,890
UK
Ireland
Netherlands
Finland
Spain
Group
Segment non-
current assets*
664,154
774,001
610,220
450,249
126,819
217,210
84,704
136,135
55,818
–
1,541,715
1,577,595
Properties held
for sale
763
4,291
Inventories
381,803
361,598
Trade and other
receivables
300,020
262,763
assets
2,224,301
2,206,247
Segment liabilities
345,716
370,950
328,004
359,011
76,064
82,737
34,405
40,653
42,705
–
826,894
853,351
* Excludes deferred tax assets, retirement benefit assets and other financial assets but includes current finance lease receivables.
^ Prior year comparatives have been updated to conform to the current year presentation.
152
Grafton Group plc

3. Operating Costs and Income
The following have been charged/(credited) in arriving at operating profit:
Decrease in inventories (Note 26)
28,574
37,821
Purchases and consumables
1,407,786
1,430,054
Staff costs before non-recurring items (Note 6)
365,952
350,925
Auditors’ remuneration – Group and subsidiaries
1,333
1,325
Auditors’ remuneration – Audit services provided by other firms
144
126
Depreciation (Note 13a)
42,765
38,981
Depreciation on right-of-use assets (Note 13b)
69,651
65,719
Lease rentals and other hire charges (Note 13b)
2,092
1,310
Amortisation of intangible assets (Note 15)
22,322
21,287
Loss/(profit) on disposal of property, plant and equipment
570
(475)
Acquisition related costs
4,633
2,730
Selling, distribution and administrative expenses
187,804
187,611
2,133,626
2,137,414
The following services were provided by the Group’s Auditor:
– Group Auditor – PwC Ireland
770
763
– Other network firm – PwC
539
537
1,309
1,300
– Group Auditor – PwC Ireland
24
23
– Other network firm – PwC
–
2
24
25
Auditors’ remuneration – audit and other assurance services
1,333
1,325
– Group Auditor – PwC Ireland
–
–
– Other network firm – PwC
–
–
–
–
– Group Auditor – PwC Ireland
–
–
– Other network firm – PwC
–
–
–
–
– Group Auditor – PwC Ireland
794
786
– Other network firm – PwC
539
539
1,333
1,325
* Other assurance services primarily relates to the review of the Group’s interim results.
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Notes to the Group Financial Statements continued
4. Property Profit, Non-Recurring Items and Exceptional Items
Property Profit
The property profit of £4.0 million relates to profit on property disposals of £0.8 million, a fair value gain of £0.5 million on one investment
property in Ireland and an additional fair value gain of £2.7 million on one investment property in the UK.
In 2024, the Group disposed of two Irish properties (2023: one UK property and two Irish properties).
The property profit in 2023 of £1.3 million relates to profit on property disposals of £0.9 million and the property profit realised in 2023 of £0.4
million which was the recovery of an amount which had been provided against in the previous year.
Non-Recurring Items
There were no non-recurring items recognised in 2024 or 2023.
Exceptional Items
There were no exceptional items recognised in 2024 or 2023.
5. Directors’ Remuneration, Pension Entitlements and Interests
Emoluments
3,115
2,208
Benefits under Long Term Incentive Plan (“LTIP”)*
140
203
Total emoluments
3,255
2,411
Pension payments/contributions**
111
108
111
108
* For the year ended 31 December 2024, this is the value of LTIP awards that will vest in April/November 2025. The vesting of these awards was subject to performance conditions
over the period from 1 January 2022 to 31 December 2024. The value of the awards is based on the average share price of £9.86 for the three months to 31 December 2024. For
the year ended 31 December 2023, this is the value of LTIP awards that vested in August 2024. The value of this award has been updated from that disclosed last year to reflect
the share price of £10.796 on the date of vesting.
** This is the amount of contribution payable in respect of the financial year by way of a company contribution to a pension scheme or a taxable payment in lieu of pension made
through the payroll. This amount is accruing to two directors at 31 December 2024 (2023: two).
Further unaudited information on Directors’ remuneration, pension entitlements and interests in shares and share entitlements is presented
in the Report of the Remuneration Committee on Directors’ Remuneration on pages 102 to 119.
6. Employment
The average number of persons employed during the year by segment was as follows:
Distribution
7,783
7,161
Retailing
1,228
1,287
Manufacturing
393
354
Holding company
25
22
9,429
8,824
The aggregate remuneration costs of employees were:
Wages and salaries
317,154
302,325
Social welfare costs
36,431
34,784
Share based payments charge
1,162
2,127
Defined benefit pension (Note 30)
128
(252)
Defined contribution pension and related costs
11,077
11,941
Staff costs charged to operating profit
365,952
350,925
Net finance cost on pension scheme obligations (Note 30)
305
398
Charged to income statement
366,257
351,323
Remeasurement (gain) on pension schemes (Note 30)
(5,439)
(1,320)
Total employee benefit cost
360,818
350,003
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Grafton Group plc

6. Employment continued
The share-based payments charge was derived on the basis of the Group’s expectation of the number of shares likely to vest having regard to
the service, the historic performance of the Group over the period since the share entitlements were granted and the forecast performance over
the remaining life of share awards.
Total capitalised costs in 2024 were £Nil (2023: £Nil).
Key Management
The cost of key management including Directors is set out in the table below:
2024
2023
Number of individuals*
13
10
Short term employee benefits
3,887
2,475
Share-based payment charge
956
761
Retirement benefits expense
163
133
Charged to operating profit
5,006
3,369
* From 1 January 2024, key management includes Paula Harvey and Stephen Hunter who form part of the Group Management Team (GMT). Susan Lannigan was appointed to
the GMT on 8 July 2024 and is included from that date. Charles Rinn left the Group on 8 July 2024 and is included up to that date.
7. Finance Expense and Finance Income
Interest on bank loans, US senior notes and overdrafts*
8,270
8,331
Interest on lease liabilities*
15,026
15,563
Net finance cost on pension scheme obligations
305
398
Unwinding of discount applicable to deferred consideration (Note 27)
1,476
–
25,077
24,292
Interest income on bank deposits*
(23,355)
(24,199)
Foreign exchange gain
(1,613)
(516)
(24,968)
(24,715)
Net finance expense/(income) recognised in income statement
109
(423)
* Net bank and US senior note interest income of £15.1 million (2023: £15.9 million). Including interest on lease liabilities, net interest income was £0.1 million income (2023: £0.3
million net interest income).
– Total finance expense on financial liabilities
23,296
23,894
– Total finance income on financial assets
(23,355)
(24,199)
Currency translation effects on foreign currency net investments
(33,099)
(12,210)
Effective portion of changes in fair value of cash flow hedges
–
31
(33,099)
(12,179)
8. Foreign Currencies
The results and cash flows of the subsidiaries with euro functional currencies have been translated into sterling using the average exchange rate
for the year. The balance sheets of subsidiaries with euro functional currencies have been translated into sterling at the rate of exchange ruling at
the balance sheet date.
The average sterling/euro rate of exchange for the year ended 31 December 2024 was Stg84.66 pence (2023: Stg86.98 pence). The sterling/euro
exchange rate at 31 December 2024 was Stg82.92 pence (2023: Stg86.91 pence).
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Notes to the Group Financial Statements continued
9. Income Tax
(a) Income tax recognised in income statement
Irish corporation tax
13,869
12,884
UK and other corporation tax
15,763
22,041
Global minimum top-up tax
524
–
30,156
34,925
Irish deferred tax relating to the origination and reversal of temporary differences
(52)
(4)
Deferred tax expense resulting from change in tax rates
-
13
UK and other deferred tax expense relating to the origination and reversal of temporary differences
399
(145)
347
(136)
Total income tax expense in income statement
30,503
34,789
Taxation
The income tax expense of £30.5 million (2023: £34.8 million) was equivalent to an effective tax rate of 20.0 per cent on profit (2023: 19.0 per
cent). This is a blended rate of corporation tax on profits in the five jurisdictions where the Group operates. The increase in the effective rate
reflects an increase in the UK rate of corporation tax to 25 per cent with effect from 1 April 2023 (2023: 23.5% blended rate) and the introduction
of the global minimum top-up tax. The tax rate is impacted by the disallowance of a tax deduction for certain overheads including depreciation
on property.
Taxation paid in 2024 was £29.0 million (2023: £38.4 million).
The amount shown for current taxation reflects tax uncertainties and is based on the Directors’ estimate of: (i) the most likely amount; or (ii) the
expected value, of the probable outflow of economic resources that will be required. As with all estimates, the actual outcome may be different to
the current estimate.
(b) Reconciliation of Effective Tax Rate
Profit before tax
152,516
183,512
Profit before tax multiplied by the Irish standard rate of tax of 12.5% (2023: 12.5%)
19,065
22,939
Expenses not deductible for tax purposes
2,627
2,299
Differences in effective tax rates on overseas earnings
6,966
10,312
Effect of change in tax rates
–
13
Items not previously recognised for deferred tax
1,072
(1,481)
Current tax expense related to global minimum top-up tax
524
–
Other differences
249
707
Total income tax expense in income statement
30,503
34,789
(c) Deferred Tax Recognised Directly in Equity/Other Comprehensive Income
Actuarial movement on pension schemes (Note 30)
1,081
3
Employee share schemes
42
(345)
1,123
(342)
Deferred income tax liabilities have not been recognised for any taxes that would be payable on the unremitted earnings of certain subsidiaries as
it is probable that any temporary differences will not reverse in the foreseeable future.
(d) Pillar Two – Global Minimum Top-Up Tax
The Group is subject to the global minimum top�up tax under Pillar Two tax legislation. Pillar Two legislation has been enacted or substantively
enacted in Ireland and several other jurisdictions in which the Group operates effective from 1 January 2024. Under the legislation, the Group is
liable to pay a top�up tax for the difference between the Pillar Two effective tax rate per jurisdiction and the 15 per cent minimum rate. Specific
adjustments envisaged in the Pillar Two legislation can give rise to different effective tax rates compared to those calculated for IFRS purposes.
The Group has applied a temporary mandatory relief from deferred tax accounting for the impacts of the top�up tax and will account for it as a
current tax when it is incurred.
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9. Income Tax continued
(d) Pillar Two – Global Minimum Top-Up Tax continued
The Group has recognised an immaterial Pillar Two current tax expense of £0.5 million for 2024 and expects to avail of transitional safe harbour
reliefs in respect of a number of its jurisdictions for the financial year. The Group will continue to monitor changes in law and guidance as they
apply to Grafton Group plc and its subsidiaries.
10. Dividends
Final dividend for 2023 of 26.00p per Grafton Unit – paid 9 May 2024
52,216
–
Interim dividend for 2024 of 10.50p per Grafton Unit – paid 11 October 2024
20,974
–
Final dividend for 2022 of 23.75p per Grafton Unit – paid 11 May 2023
–
51,611
Interim dividend for 2023 of 10.00p per Grafton Unit – paid 20 October 2023
–
20,958
73,190
72,569
A final dividend for 2022 of 23.75p per share was paid on 11 May 2023 in the amount of £51.6 million.
An interim dividend for 2023 of 10.00p per share was paid on 20 October 2023 in the amount of £21.0 million. The final dividend for 2023 of
26.00p per share was paid on 9 May 2024 in the amount of £52.2 million.
An interim dividend for 2024 of 10.50p per share was paid on 11 October 2024 in the amount of £21.0 million. A final dividend for 2024 of 26.50p
per share will be paid to all holders of Grafton Units on the Company’s Register of Members at the close of business on 22 April 2025 (the ‘Record
Date’). The Ex-dividend date is 17 April 2025. The cash consideration will be paid on 15 May 2025. A liability in respect of the final dividend has not
been recognised at 31 December 2024, as there was no obligation to pay any dividends at the end of the year.
11. Earnings Per Share – Group
The computation of basic, diluted and adjusted earnings per share is set out below.
Profit after tax for the financial year
122,013
148,723
Numerator for basic and diluted earnings per share
122,013
148,723
Profit after tax for the financial year
122,013
148,723
Amortisation of intangible assets arising on acquisitions
20,271
19,691
Tax relating to amortisation of intangible assets arising on acquisitions
(4,573)
(4,415)
Acquisition related items
4,633
2,730
Tax on acquisition related items
–
(229)
Unwinding of discount applicable to deferred consideration
1,476
–
Numerator for adjusted earnings per share
143,820
166,500
Denominator for basic and adjusted earnings per share:
Weighted average number of Grafton Units in issue
200,367,922
213,802,819
Dilutive effect of options and awards
101,676
24,688
Denominator for diluted earnings per share
200,469,598
213,827,507
– Basic
60.89
69.56
– Diluted
60.86
69.55
– Basic
71.78
77.88
– Diluted
71.74
77.87
* The term “Adjusted” means before exceptional items, amortisation of intangible assets arising on acquisitions, the impact of unwinding acquisition related deferred
consideration to present value and acquisition related items.
The weighted average potential employee share entitlements over 677,432 Grafton Units (2023: 526,329) which are currently anti-dilutive are
not included in the above calculation for diluted earnings per share and adjusted diluted earnings per share.
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Notes to the Group Financial Statements continued
12. Goodwill
At 1 January
645,062
635,751
Arising on acquisitions (Note 27)
3,863
15,786
Translation adjustment
(14,624)
(6,475)
At 31 December
634,301
645,062
Cash Generating Units
Goodwill arising as part of a business combination is allocated to groups of cash generating units (“CGUs”) for the purpose of impairment testing
based on the Group’s existing business segments or, where appropriate, recognition of a new CGU. The CGUs represent the lowest level at which
goodwill is monitored for internal management purposes and are not larger than the operating segments determined in accordance with IFRS 8,
Operating Segments. A total of eight CGUs (2023: seven), of which goodwill has been allocated to six (2023: five), have been identified and these
are analysed between the three reportable segments as follows:
Cash Generating Units
Goodwill
Distribution
5
4
597,036
607,797
Retailing
1
1
–
–
Manufacturing*
2
2
37,265
37,265
8
7
634,301
645,062
* Goodwill is allocated to one Manufacturing CGU.
Goodwill Acquired
Goodwill acquired during the year in the amount of £3.9 million (2023: £15.8 million) was allocated to the Spain distribution CGU (2023: Ireland
and UK distribution CGUs and UK manufacturing CGU). Goodwill on this acquisition reflects the anticipated purchasing and operational synergies
to be realised as part of the enlarged Group. Intangible assets which formed part of the acquisition consideration are detailed in Note 15.
Impairment Testing
Goodwill is subject to impairment testing on an annual basis at 31 December and additionally during the year if an indicator of impairment
is considered to exist. The recoverable amount of each cash generating unit is determined based on value-in-use calculations. The carrying
value of each cash generating unit was compared to its estimated value-in-use. There were no impairments during the year (2023: £Nil). Total
accumulated impairment losses at 31 December 2024 amounted to £Nil (2023: £Nil).
Value-in-use Calculations
The value-in-use is calculated on the basis of estimated future cash flows discounted to present value. Estimated future cash flows were
determined by reference to the budget for 2025 and management forecasts for each of the following years from 2026 to 2029 inclusive. The
terminal value was calculated using a long term nominal growth rate in respect of the years after 2029. The estimates of future cash flows were
based on consideration of past experience together with an assessment of the future prospects of each of the businesses within the CGUs.
The assumptions used are also referenced against external industry data, where available.
The key assumptions used in the value-in-use calculations are the nominal revenue growth rate, the discount rate and the long term growth rate.
The pre-tax discount rates used were based on the Group’s estimated weighted average cost of capital, adjusted to reflect risks associated with
each CGU.
The revenue compound annual growth rate (CAGR) ranges from 3.9 per cent to 9.9 per cent (2023: 0.7 per cent to 4.4 per cent). The pre-tax
discount rates range from 9.5 per cent to 12.7 per cent (2023: 10.6 per cent to 14.6 per cent). In determining the terminal value of the value-in-use,
it was assumed that cash flows after the first five years will increase at a nominal long term growth rate of 2.5 per cent (2023: 2.5 per cent). The
rate assumed was based on an assessment of the likely long term growth prospects of the individual CGUs.
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12. Goodwill continued
Significant Goodwill Amounts
A summary of the allocated goodwill and the assumptions (all nominal) relating to the recoverable amounts of these CGUs is shown below:
UK Distribution
Irish Distribution
Netherlands Distribution
Finland Distribution
UK Manufacturing
Goodwill (£’000)*
289,929
289,929
158,781
166,426
110,374
115,684
34,117
35,758
37,265
37,265
Revenue growth rate average**
6.2%
4.4%
3.9%
3.8%
6.0%
4.2%
4.9%
4.2%
9.9%
0.7%
Long-term growth rate
2.5%
2.5%
2.5%
2.5%
2.5%
2.5%
2.5%
2.5%
2.5%
2.5%
Discount rate (pre-tax)
12.7%
13.1%
9.7%
10.9%
9.5%
10.6%
9.8%
11.2%
12.7%
14.6%
* The remaining goodwill balance of £3.8 million is allocated to the Spain Distribution CGU, which was acquired during the financial year ending 31 December 2024. The goodwill
amount of this CGU is not significant.
** CAGR for the years 2025 – 2029 (2023: CAGR for the years 2024 – 2028).
Sensitivity Analysis
The value-in-use calculations are sensitive to changes in the key assumptions of the revenue growth rate, the discount rate and the long-term
growth rate. While management believes that the value-in-use assumptions are appropriate, a sensitivity analysis was performed based on
reasonable changes in each of the three key assumptions in each CGU. No reasonably possible change in any of the key assumptions would
cause the carrying amount to exceed the recoverable amount in four of the five significant CGUs.
The UK Distribution CGU’s recoverable amount has more limited headroom over its carrying amount, therefore, it is more sensitive to possible
changes in key assumptions. A 220bps increase in the discount rate would eliminate the headroom that UK Distribution CGU’s recoverable
amount has over its carrying amount. Similarly, a decrease in the revenue growth rate of 110bps would eliminate the current headroom.
13. Property, Plant and Equipment, Right-of-Use Asset, Properties Held for Sale
and Investment Properties
13. (a) Property, Plant and Equipment
Opening net book amount
160,147
61,185
117,499
28,435
367,266
Additions
4,756
3,472
25,893
5,450
39,571
Arising on acquisitions (Note 27)
–
–
14,218
–
14,218
Disposals
–
(47)
(1,453)
(343)
(1,843)
Depreciation charge (Note 3)
(2,888)
(8,723)
(24,638)
(6,516)
(42,765)
Reclassifications
(477)
32
445
–
–
Exchange adjustment
(5,568)
(270)
(2,999)
(256)
(9,093)
Closing net book amount
155,970
55,649
128,965
26,770
367,354
Cost
206,581
128,264
333,913
57,441
726,199
Accumulated depreciation & impairment loss
(50,611)
(72,615)
(204,948)
(30,671)
(358,845)
Net book amount
155,970
55,649
128,965
26,770
367,354
Opening net book amount
154,548
66,951
107,626
25,277
354,402
Additions
3,927
2,894
32,927
9,068
48,816
Arising on acquisitions
5,923
22
688
319
6,952
Disposals
–
(60)
(730)
(164)
(954)
Depreciation charge (Note 3)
(2,644)
(8,491)
(21,893)
(5,953)
(38,981)
Reclassification from right-of-use assets (Note 13b)
750
–
–
–
750
Exchange adjustment
(2,357)
(131)
(1,119)
(112)
(3,719)
Closing net book amount
160,147
61,185
117,499
28,435
367,266
Cost
209,987
127,696
313,198
57,740
708,621
Accumulated depreciation & impairment loss
(49,840)
(66,511)
(195,699)
(29,305)
(341,355)
Net book amount
160,147
61,185
117,499
28,435
367,266
* This also includes plant hire equipment .
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Notes to the Group Financial Statements continued
13. Property, Plant and Equipment, Right-of-Use Asset, Properties Held for Sale
and Investment Properties continued
13. (a) Property, Plant and Equipment continued
The Group’s freehold and long leasehold properties located in the Republic of Ireland were professionally valued as at December 1998 by
professional valuers in accordance with the Appraisal and Valuation Manual of the Society of Chartered Surveyors. Property acquired/purchased
after December 1998 is stated at cost or deemed cost. Previous valuations, which were made on an open market for existing use basis, were
deemed to be cost for the purpose of the transition to IFRS as adopted by the EU. The remaining properties, which are located in the United
Kingdom, the Netherlands, Finland and Spain, are included at cost less depreciation.
13. (b) Right-Of-Use Asset
Opening balance at 1 January 2024
389,285
11,488
525
401,298
Additions*
7,387
7,744
23
15,154
Arising on acquisitions (Note 27)
21,214
3,199
–
24,413
Depreciation charge (Note 3)
(63,831)
(5,665)
(155)
(69,651)
Disposals
(509)
(279)
(2)
(790)
Remeasurements*
15,412
522
–
15,934
Translation adjustment
(8,011)
(605)
(16)
(8,632)
Closing net book amount
360,947
16,404
375
377,726
Opening balance at 1 January 2023
410,074
9,833
208
420,115
Additions*
5,847
7,097
409
13,353
Arising on acquisitions
820
–
–
820
Depreciation charge (Note 3)
(60,603)
(5,011)
(105)
(65,719)
Disposals
(2,084)
(347)
(2)
(2,433)
Reclassification to property, plant and equipment (Note 13a)**
(750)
–
–
(750)
Remeasurements*
39,866
65
19
39,950
Translation adjustment
(3,885)
(149)
(4)
(4,038)
Closing net book amount
389,285
11,488
525
401,298
* Right-of-use asset additions relate to new lease contracts entered into during the year and mainly arise due to leases entered into for replacement vehicle leases, new
store locations and new lease contracts agreed for existing stores. Right-of-use asset remeasurements have mainly arisen due to the finalisation of rent reviews and the
reassessment of extension options available to the Group on a number of property leases that will now be exercised.
** The right-of-use asset transfer to property, plant and equipment in 2023 relates to one property for which a purchase option was exercised during the year.
The carrying value of assets, which the Group sublease as operating leases and generate income from, amounted to £19.1 million (2023: £16.4
million). Cashflow exposures relating to extension options and termination options, which are not reflected in the measurement of lease liabilities
are £Nil (2023: Nil).
The average lease term is 6.7 years (2023: 7.5 years). The average remaining lease term at 31 December 2024 is 3.2 years (2023: 3.4 years).
The amounts recognised in the income statement include:
Depreciation expense on right-of-use assets (Note 3)
69,651
65,719
Interest expense on lease liabilities (Note 7)
15,026
15,563
Expense relating to short term leases (Note 3)
1,415
1,016
Expense relating to leases of low-value assets (Note 3)
287
62
Expense relating to variable lease payments not included in measurements of lease liability (Note 3)
390
232
Income from subleasing right-of-use assets – operating leases
1,078
959
The total cash outflow for leases amounted to £86.7 million (2023: £83.2 million).
There have been no sale and leaseback transactions in the current year.
The undiscounted lease amounts to be received on an annual basis, in relation to the sublease operating lease income, is £0.8 million for year
one, £0.4 million for year two, £0.3 million for year three, £0.2 million for year four and £0.1 million for year five onwards with total income from
subleasing right-of-use assets amounting to £1.8 million (2023: £2.5 million).
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13. Property, Plant and Equipment, Right-of-Use Asset, Properties Held for Sale
and Investment Properties continued
13. (c) Properties Held for Sale
At 1 January 2023
4,364
Transfers from investment properties
1,348
Disposals
(1,348)
Translation adjustment
(73)
At 31 December 2023
4,291
Disposals
(3,366)
Translation adjustment
(162)
At 31 December 2024
763
During the year, one Irish held for sale property was sold. The total number of properties held for sale at 31 December 2024 was one (2023: two).
This property is located in the UK (2023: one in UK and one in Ireland).
Properties held for sale are not used in the course of business and are available for immediate sale in their present condition subject to terms
that are usual and customary for properties of this nature. The individual properties were being actively marketed at the year end and the Group
is committed to its plan to sell these properties in an orderly manner.
Properties held for sale are recognised in the balance sheet at the lower of their carrying amount and fair value less disposal costs. Fair value
for this purpose is estimated based on comparable market transactions. The carrying value of these properties at 31 December 2024 and
31 December 2023 was less than fair value less disposal costs and therefore no reduction in the carrying amount is required to be recognised.
13. (d) Investment Properties
At 1 January 2023
26,084
Transfers to properties held for sale
(1,348)
Translation adjustment
(127)
At 31 December 2023
24,609
Fair value gains
3,191
Disposals
(251)
Translation adjustment
(224)
At 31 December 2024
27,325
During the year, a fair value gain of £2.7 million was recognised on one UK investment property and £0.5 million on one Irish property. One Irish
investment property was also sold. The total number of investment properties at 31 December 2024 was ten (2023: 11) of which six (2023: six)
are located in the UK and four (2023: five) in Ireland. These properties are being held with a view to enhancing their value.
The following is a summary of valuation methods used in relation to the Group’s investment properties which are carried at fair value:
At 31 December 2024
Distribution segment
17,562
6,451
24,013
Manufacturing segment
3,312
–
3,312
Total
20,874
6,451
27,325
At 31 December 2023
Distribution segment
14,862
6,276
21,138
Manufacturing segment
3,471
–
3,471
Total
18,333
6,276
24,609
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Notes to the Group Financial Statements continued
13. Property, Plant and Equipment, Right-of-Use Asset, Properties Held for Sale
and Investment Properties continued
13. (d) Investment Properties continued
The following tables show the valuation techniques used in measuring the fair value of investment properties and the significant unobservable
inputs used. Where market transactions can be identified, the comparable market transaction method is used in order to determine fair value.
Valuation technique
Description of the unobservable inputs used
•
Comparable warehouse market prices of £746 (2023: £518) per square metre.
•
Comparable development land prices of £40,450 (2023: £42,000) per acre.
•
Comparable warehouse market price of £350 (2023: £350) per square metre.
•
Comparable residential market prices of £50,000 (2023: £50,000)
•
Comparable market prices for industrial development land of £1.5 million
•
Two properties were valued by independent property advisors during 2024. The total
•
Three properties were independently valued by an independent property advisor
Total
27,325
The estimated fair value would increase/(decrease) if comparable market prices per square metre/acre were higher/(lower) .
14. Other Financial Assets
At 1 January 2023
129
Translation adjustment
(2)
At 31 December 2023
127
Translation adjustment
(2)
At 31 December 2024
125
Other investments represent sundry equity investments at cost less provision for impairment.
162
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15. Intangible Assets
At 1 January 2023
10,347
40,065
166,590
217,002
Additions
3,963
–
–
3,963
Acquisitions
–
691
4,199
4,890
Translation adjustment
(109)
(597)
(2,509)
(3,215)
At 1 January 2024
14,201
40,159
168,280
222,640
Additions
7,275
–
–
7,275
Acquisitions (Note 27)
161
8,259
7,258
15,678
Translation adjustment
(445)
(1,389)
(5,668)
(7,502)
At 31 December 2024
21,192
47,029
169,870
238,091
At 1 January 2023
4,682
9,037
49,571
63,290
Charge for the year
1,596
3,843
15,848
21,287
Translation adjustment
(47)
(126)
(665)
(838)
At 1 January 2024
6,231
12,754
64,754
83,739
Charge for the year
2,051
3,999
16,272
22,322
Translation adjustment
(170)
(471)
(2,240)
(2,881)
At 31 December 2024
8,112
16,282
78,786
103,180
At 31 December 2024
13,080
30,747
91,084
134,911
At 31 December 2023
7,970
27,405
103,526
138,901
Customer relationships, technology and trade names arise from business combinations (Note 27) and are amortised over their estimated useful
lives. The average remaining amortisation period is 6.3 years (2023: 7.1 years).
The amortisation expense of £22.3 million (2023: £21.3 million) has been charged in operating costs in the income statement. Amortisation on
intangibles acquired through business combinations amounted to £20.3 million (2023: £19.7 million).
16. Inventories
Raw materials
4,426
5,866
Finished goods
2,310
2,211
Goods purchased for resale
375,067
353,521
381,803
361,598
The inventory provision at 31 December 2024 was £54.6 million (2023: £56.0 million).
Movement in Impairment Provision
At 1 January
56,015
47,157
Utilised/released during year
(5,635)
(1,869)
Additional provision
6,157
11,437
Translation adjustment
(1,890)
(710)
At 31 December
54,647
56,015
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Notes to the Group Financial Statements continued
17. Trade and Other Receivables and Finance Lease Receivables
17. (a) Trade and Other Receivables
Trade receivables
204,442
173,938
Other receivables
71,996
66,352
276,438
240,290
Prepayments
23,582
22,473
300,020
262,763
The carrying amounts of the trade receivables include receivables, in Salvador Escoda, which are subject to a discounting arrangement. Under
this arrangement, Salvador Escoda has transferred the relevant receivables to five Spanish banking partners in exchange for cash and is
prevented from selling or pledging the receivable. However, Salvador Escoda has retained substantially all of the risks and rewards of ownership
through late payment and credit risk. The Group therefore continues to recognise the transferred assets in their entirety in the balance sheet.
The amount repayable under the discounting agreement is presented as current liabilities in interest-bearing loans and borrowings. The relevant
carrying amounts are as follows:
Transferred receivables
20,281
–
Interest-bearing loans and borrowings – euro bank credit facilities (Note 20)
20,281
–
The carrying amount of trade and other receivables represents the maximum credit exposure. Other receivables primarily includes rebates
receivable. Rebates receivable, included in other receivables, amounted to £60.3 million (2023: £58.6 million).
The maximum exposure to credit risk for trade debtors and other receivables at the reporting date by geographic region was as follows:
United Kingdom
70,505
73,385
Ireland
96,695
96,518
Netherlands
46,287
49,213
Finland
16,947
21,174
Spain
46,004
–
276,438
240,290
Credit risk is well diversified over a broad customer base with only a small number of accounts with balances in excess of £100,000 that
collectively account for a small proportion of total trade receivables. A number of businesses also have credit insurance policies in place which
provide cover for the most significant amounts receivable from customers in the UK and Ireland.
The ageing of total trade and other receivables, under the expected credit loss model, at 31 December 2024 was:
Not Past Due
248,655
(1,217)
247,438
0.5%
0-30 days
41,724
(432)
41,292
1.0%
30-60 days
9,529
(3,374)
6,155
35.4%
+60 days
8,210
(3,075)
5,135
37.5%
59,463
(6,881)
52,582
11.6%
308,118
(8,098)
300,020
2.6%
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17. Trade and Other Receivables and Finance Lease Receivables continued
17. (a) Trade and Other Receivables continued
The ageing of total trade and other receivables at 31 December 2023 was:
Not Past Due
214,550
(1,040)
213,510
0.5%
0-30 days
38,291
(598)
37,693
1.6%
30-60 days
9,531
(3,571)
5,960
37.5%
+60 days
9,958
(4,358)
5,600
43.8%
57,780
(8,527)
49,253
14.8%
272,330
(9,567)
262,763
3.5%
Movement in Impairment Provision
9,567
11,418
(3,091)
(3,299)
Additional provision
1,928
1,602
Translation adjustment
(306)
(154)
At 31 December
8,098
9,567
17. (b) Finance Lease Receivables
Finance lease receivables are presented in the balance sheet as follows:
Lease receivables – falling due within one year
98
195
Lease receivables – falling due after more than one year
–
264
98
459
The maturity profile of the Group’s finance lease receivables can be summarised as follows:
Due within one year
98
195
Between one and two years
–
154
Between two and three years
–
110
Between three and four years
–
–
Between four and five years
–
–
After five years
–
–
98
459
The average remaining lease term is 1.0 years (2023: 2.1 years). The finance income on the finance lease receivable recognised during the year
amounted to £Nil (2023: £Nil).
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Notes to the Group Financial Statements continued
18. Share Capital and Share Premium
Group and Company
306 million ordinary shares of 5c each (2023: 306 million)
15,300
15,300
15,300
15,300
Year Ended 31 December 2024
At 1 January
206,060,972
7,094
Issued under UK SAYE scheme*
48,147
2
2021
Long Term Incentive Plan
April 2021 LTIP Award
Nil
24,686
1
Share Buyback – Programme 4
(5,520,921)
(234)
Share Buyback – Programme 5
(2,810,108)
(119)
At 31 December
197,802,776
6,744
Total nominal share capital issued
6,744
* Refer to Note 31 which outlines the issue price of the 2023, 2022 and the 2020 SAYE Schemes.
Year Ended 31 December 2023
At 1 January
223,901,033
7,870
Issued under UK SAYE scheme*
321,284
14
2011
Long Term Incentive Plan
September 2020 LTIP Award
Nil
377,688
16
Share Buyback – Programme 2
(6,587,790)
(286)
Share Buyback – Programme 3
(6,004,286)
(261)
Share Buyback – Programme 4
(5,569,269)
(243)
Share Buyback – LTIP Awards
(377,688)
(16)
At 31 December
206,060,972
7,094
Total nominal share capital issued
7,094
* Refer to Note 31 which outlines the issue price of the 2022, 2020 and the 2019 SAYE Schemes.
Share Premium
At 1 January
223,861
221,975
Premium on issue of shares under UK SAYE scheme
280
1,886
At 31 December
224,141
223,861
166
Grafton Group plc

18. Share Capital and Share Premium continued
Share Premium continued
Grafton Units Issued and Cancelled During 2024
The number of Grafton Units issued during the year under the Group’s Executive Share Schemes and the UK SAYE scheme was 72,833 (2023:
698,972). Costs relating to the issues were £Nil (2023: £Nil). The number of Grafton units cancelled during the year was 8,331,029 (2023:
18,539,033). The total consideration received, excluding the share buybacks, amounted to £283,000 (2023: £1,916,000).
Grafton Units
At an Extraordinary General Meeting on 21 January 2021, shareholders approved a resolution relating to the surrender and cancellation of the
‘A’ Ordinary Shares and the purchase of the ‘C’ Ordinary Shares and related waiver of rights. These changes took effect from 6.00pm on 7 March
2021. From that date and as at 31 December 2023 and 31 December 2024, a Grafton Unit comprised one ordinary share of euro five cent in
Grafton Group plc.
Ordinary Shares
The holders of ordinary shares are entitled to attend, speak and vote at all General Meetings of the Company.
Simplification of Grafton Unit
The Grafton Unit was simplified with effect from 7 March 2021 and now comprises one ordinary share of euro five cent in Grafton Group plc.
Treasury Shares
The Group holds 500,000 (2023: 500,000) Grafton Units at a cost of £3,897,000 (2023: £3,897,000) as treasury shares. At 31 December 2024, the
Group also held Nil shares (2023: 50,000 shares) purchased but not cancelled as part of the share buyback programme at a cost of £Nil as noted
below (2023: £0.5 million).
Share Buyback Programme
The movement in treasury shares as a result of the buybacks is noted below:
Buyback Programme 1
100,000
284
100,284
(100,000)
(284)
–
LTIP Awards 2022
7,563
16
7,579
(7,563)
(16)
–
Buyback Programme 2
93,316
187
93,503
(93,316)
(187)
–
Buyback Programme 3
50,000
100
50,100
(50,000)
(100)
–
LTIP Awards 2023
3,408
7
3,415
(3,408)
(7)
–
Buyback Programme 4
100,000
198
100,198
(100,000)
(198)
–
Buyback Programme 5
28,388
57
28,445
(28,388)
(57)
–
Total
382,675
849
383,524
(382,675)
(849)
–
* Including transaction costs.
** At 31 December 2024, the share buyback programmes 1, 2, 3 and 4, and the LTIP purchase and cancellation, were fully completed and the related transactions costs have been
transferred from treasury shares to retained earnings, totalling £0.8 million.
Year ended 31 December 2022
142,609
372
142,981
(141,693)
–
1,288
Year ended 31 December 2023
159,143
315
159,458
(159,591)
(687)
(820)
Year ended 31 December 2024
80,923
162
81,085
(81,391)
(162)
(468)
Total
382,675
849
383,524
(382,675)
(849)
–
Since the first buyback commenced on 9 May 2022 and up to 31 December 2024, the Group has purchased a total of 43.08 million ordinary
shares which represents 17.9 per cent of the issued share capital on the date of commencement. It acquired them at an average price of £8.63
per share.
Excluding the LTIP awards in 2022 and 2023, cash of £371.7 million has been returned to shareholders through all completed and ongoing share
buybacks up to 31 December 2024.
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Notes to the Group Financial Statements continued
18. Share Capital and Share Premium continued
Buyback Programme 4 (completed on 30 April 2024)
At 31 December 2023, the Group had purchased 5,619,269 shares in aggregate for cancellation at a total cost of £47.6 million, including
transaction costs. However, due to timing, only 5,569,269 were cancelled at 31 December 2023 and the remaining 50,000 shares purchased for
£0.5 million were cancelled in January 2024. On 8 December 2023, the Group announced an extension of this programme and to increase the
maximum aggregate consideration by a further £50 million to a total of £100 million. This completed on 30 April 2024. At 31 December 2024,
the Group had purchased 11,090,190 shares in aggregate for cancellation at a total cost of £100.2 million, including transaction costs. All shares
were cancelled by 31 December 2024.
Buyback Programme 5 (completed on 8 January 2025)
The Board announced a fifth programme, commencing 29 August 2024, to buy back ordinary shares in the Company for an aggregate
consideration of up to £30.0 million which was to end no later than 31 January 2025, subject to market conditions. At 31 December 2024, the
Group had purchased 2,810,108 shares in aggregate for cancellation at a total cost of £28.4 million, including transaction costs. These shares
were all cancelled by 31 December 2024. This programme completed on 8 January 2025.
Details of shares bought back since 31 December 2024 are included in Note 34.
19. Group Statement of Changes in Equity
The capital redemption reserve is a legal reserve which arose from the purchase of ‘A’ ordinary shares, the redemption of redeemable shares in
prior years and the buy-back and cancellation of shares.
The revaluation reserve was created as a result of a revaluation of Irish properties in 1998.
The shares to be issued reserve comprises amounts expensed in the income statement in connection with share-based payments, net of
transfers to retained earnings on the exercise of share entitlements and the lapsing of such entitlements.
The cash flow hedge reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments
related to hedged transactions that have not yet occurred.
The foreign currency translation reserve arises from the currency effect on translation of the investment in subsidiaries with euro functional
currencies as adjusted for foreign currency borrowings and derivatives designated as net investment hedges.
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20. Interest-Bearing Loans and Borrowings
Euro bank loans
56,053
65,597
US senior notes
132,319
138,622
Total interest-bearing loans and borrowings
188,372
204,219
Lease liabilities
331,572
364,090
519,944
568,309
Bank overdrafts*
8,375
–
Euro bank credit facilities
40,625
–
Total interest-bearing loans and borrowings
49,000
–
Lease liabilities
72,156
64,888
121,156
64,888
* Bank overdrafts are included as current liabilities where there are no netting arrangements in place.
The decrease in non-current interest bearing loans and borrowings largely reflects a loan repayment in 2024 and a foreign exchange movement
on translation of the Group’s euro denominated bank loans/US senior notes into sterling at the year end.
The bank overdrafts of £8.4 million (2023: £Nil) and euro bank credit facilities of £40.6 million at 31 December 2024 (2023: £Nil) relate to short-
term debt in Salvador Escoda in Spain which the Group acquired on 30 October 2024. The Salvador Escoda bank credit facilities of £40.6 million
include debt related to discounting effects on debtors (£20.3 million) and credit facilities covering import lines of credit (£20.3 million) with five
Spanish banking partners. These short-term credit facilities have no financial covenants or security.
Maturity of financial liabilities
The maturity profile of the Group’s interest-bearing financial liabilities (bank debt, bank overdrafts, loan notes and lease liabilities) can be
summarised as follows:
Due within one year
49,000
–
–
72,156
121,156
–
–
64,888
64,888
Between one and two years
–
–
–
67,580
67,580
–
–
63,929
63,929
Between two and three years
–
–
–
61,339
61,339
–
–
59,518
59,518
Between three and four years
–
–
66,160
53,004
119,164
–
–
53,666
53,666
Between four and five years
–
56,053
–
44,930
100,983
65,597
69,311
47,330
182,238
After five years
–
–
66,159
104,719
170,878
–
69,311
139,647
208,958
49,000
56,053
132,319
403,728
641,100
65,597
138,622
428,978
633,197
Derivatives
5
5
Gross debt
641,105
633,202
Fixed term cash deposits
(150,000)
(200,000)
Cash and cash equivalents
(359,430)
(383,939)
Net debt
131,675
49,263
Net cash, excluding the impact of leases, amounted to £272.1 million (2023: £379.7 million).
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Notes to the Group Financial Statements continued
20. Interest-Bearing Loans and Borrowings continued
Maturity of financial liabilities continued
The following table indicates the effective interest rates at 31 December 2024 in respect of interest bearing financial assets and financial liabilities
and the periods during which they re-price.
Euro deposits
2.79%
110,866
110,866
–
–
–
–
Sterling deposits
4.68%
149,962
149,962
–
–
–
–
Cash at bank
0.00% - 4.75%
98,602
98,602
–
–
–
–
Total cash and cash equivalents
359,430
359,430
–
–
–
–
Sterling deposits*
4.99%
150,000
150,000
–
–
–
–
Total fixed term cash deposits
150,000
150,000
–
–
–
–
Bank overdrafts
3.76%
(8,375)
(8,375)
–
–
–
–
Euro loans
4.20%
(56,053)
(56,053)
–
–
–
–
Euro bank credit facilities
3.05%
(40,625)
(40,625)
–
–
–
–
Total floating rate debt
(105,053)
(105,053)
–
–
–
–
Lease liabilities
3.81%
(403,728)
(35,791)
(36,365)
(67,580)
(159,273)
(104,719)
US senior notes
2.38% - 2.59%
(132,319)
–
–
–
(66,160)
(66,159)
Total fixed rate debt
(536,047)
(35,791)
(36,365)
(67,580)
(225,433)
(170,878)
Derivatives
(5)
(5)
–
–
–
–
Total net (debt)/cash
(131,675)
368,581
(36,365)
(67,580)
(225,433)
(170,878)
* Fixed term cash deposits have a maturity date greater than three months at inception but less than three months at the balance sheet date.
Borrowing Facilities and US Senior Notes
At 31 December 2024, the Group had bilateral loan facilities of £328.3 million (2023: £336.9 million) with four relationship banks which all mature
in August 2029.
The revolving loan facilities of £328.3 million were put in place in August 2022 for a term of five years to August 2027. The arrangements included
two one-year extension options exercisable at the discretion of the Group and the four banks. The second one-year extension option was agreed in
July 2024 and these facilities are now repayable in August 2029. This is sustainability linked debt funding and includes an incentive connected to the
achievement of carbon emissions, workforce diversity and community support targets that are fully aligned to the Group’s sustainability strategy.
The Group had an undrawn committed borrowing facility at 31 December 2024 of £270.8 million (2023: £269.7 million) in respect of which all
conditions precedent were met. The Group had liquidity of £776.2 million at 31 December 2024 (2023: £849.6 million) of which £505.4 million
(2023: £579.9 million) was held in accessible cash and deposits and £270.8 million (2023: £269.7 million) in undrawn revolving bank facilities.
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20. Interest-Bearing Loans and Borrowings continued
Borrowing Facilities and US Senior Notes continued
In September 2018, the Group raised €160 million (31 December 2024: £132.7 million before costs; 31 December 2023: £139.1 million before
costs) through an issue of unsecured senior notes in the US Private Placement market with ten and twelve year maturities at an average fixed
annual coupon of 2.5 per cent and used the proceeds received to refinance existing debt. The issue of these notes diversified the Group’s sources
of funding by re-entering the US Private Placement market, extended the maturity profile of debt and provided greater certainty over the cost of
debt for an extended period at attractive rates.
The average maturity of committed bank facilities and unsecured senior notes at 31 December 2024 was 4.6 years (2023: 4.9 years).
The following table indicates the effective interest rates at 31 December 2023 in respect of interest bearing financial assets and financial liabilities
and the periods in which they re-price.
Euro deposits
3.67%
113,005
113,005
–
–
–
–
Sterling deposits
5.20%
68,132
68,132
–
–
–
–
Cash at bank
0.00% - 5.25%
202,802
202,802
–
–
–
–
Total cash and cash equivalents
383,939
383,939
–
–
–
–
Sterling deposits*
5.60%
200,000
200,000
–
–
–
–
Total fixed term cash deposits
200,000
200,000
–
–
–
–
Euro loans
4.97%
(65,597)
(65,597)
–
–
–
–
Total floating rate debt
(65,597)
(65,597)
–
–
–
–
Lease liabilities
3.63%
(428,978)
(32,444)
(32,444)
(63,929)
(160,514)
(139,647)
US senior notes
2.49%
(138,622)
–
–
–
(69,311)
(69,311)
Total fixed rate debt
(567,600)
(32,444)
(32,444)
(63,929)
(229,825)
(208,958)
Derivatives
(5)
(5)
–
–
–
–
Total net (debt)/cash
(49,263)
485,893
(32,444)
(63,929)
(229,825)
(208,958)
* Fixed term cash deposits have a maturity date greater than three months at inception but less than three months at the balance sheet date.
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Notes to the Group Financial Statements continued
21. Financial Instruments and Financial Risk
The fair values of financial assets and liabilities together with the carrying amounts shown in the balance sheet are as follows:
At 31 December 2024
Other financial assets*
125
–
–
125
Trade and other receivables*
–
–
276,438
276,438
Lease receivables*
–
–
98
98
Fixed term cash deposits*
–
–
150,000
150,000
Cash and cash equivalents*
–
–
359,430
359,430
125
–
785,966
786,091
Foreign currency forwards
(5)
–
–
(5)
Euro bank loans**
–
–
(56,053)
(56,053)
Euro bank credit facilities
–
–
(40,625)
(40,625)
Bank overdrafts
–
–
(8,375)
(8,375)
US senior notes**
–
–
(132,319)
(132,319)
Lease liabilities*
–
–
(403,728)
(403,728)
Trade and other payables*
–
–
(354,319)
(354,319)
Deferred consideration on acquisition of businesses
–
(4,136)
–
(4,136)
(5)
(4,136)
(995,419)
(999,560)
* The Group has not disclosed the fair values of financial instruments such as short term receivables and payables because their carrying value closely approximates fair value.
** The fair value of euro bank loans was £57.4 million and the fair value of US senior notes was £125.4 million.
At 31 December 2023
Other financial assets*
127
–
–
127
Trade and other receivables*
–
–
240,290
240,290
Lease receivables*
–
–
459
459
Fixed term cash deposits*
–
–
200,000
200,000
Cash and cash equivalents*
–
–
383,939
383,939
127
–
824,688
824,815
Foreign currency forwards
(5)
–
–
(5)
Euro bank loans**
–
–
(65,597)
(65,597)
US senior notes**
–
–
(138,622)
(138,622)
Lease liabilities*
–
–
(428,978)
(428,978)
Trade and other payables*
–
–
(357,604)
(357,604)
Deferred consideration on acquisition of businesses
–
(4,890)
–
(4,890)
(5)
(4,890)
(990,801)
(995,696)
* The Group has not disclosed the fair values of financial instruments such as short term receivables and payables because their carrying value closely approximates fair value.
** The fair value of euro bank loans was £67.2 million and the fair value of US senior notes was £129.7 million.
Fair Value
A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets
and liabilities. Set out below is an analysis of financial instruments carried at fair value, by valuation method. The different levels in the fair value
hierarchy have been defined as follows:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2: inputs other than quoted prices included within level 1 that are observable, either directly or indirectly.
Level 3: inputs that are not based on observable market data.
Fair values have been determined for measurement and/or disclosure purposes based on the following methods.
Trade and Other Receivables/Trade and Other Payables
• For receivables and payables with a remaining life of less than six months or demand balances, fair value is the amount that is payable
contractually less an impairment provision where appropriate.
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21. Financial Instruments and Financial Risk continued
Fair Value continued
Deferred Consideration on Acquisition of Businesses
• The fair value of contingent deferred consideration is calculated assuming a probability of payout, which will be based on achievement of
EBITDA targets, and discounted to present value using market derived discount rates.
Cash and Cash Equivalents and Fixed Term Cash Deposits
• For cash and cash equivalents, all of which have a remaining maturity of less than three months from the balance sheet date, the carrying
amount is a reasonable approximation of fair value. For fixed term cash deposits, all of which have a maturity date greater than three
months at inception but less than three months at the balance sheet date, the carrying amount is a reasonable approximation of fair value.
At 31 December 2024, £4.0 million of cash (2023: £4.0 million) is retained in the event of a default by the Group on a letter of credit. This
arrangement can be replaced at any time.
Other Financial Assets
• Certain of the Group’s financial assets are comprised of investments that do not have a quoted market price in an active market and whose
fair value cannot be reliably measured. Such investments are measured at cost less provision for impairment where appropriate and
applicable.
Derivative Instruments (Interest Rate Swaps & Foreign Currency Forwards)
• The fair values of interest rate swaps and foreign currency forwards are calculated as the present value of the estimated future cash flows
based on the terms and maturity of each contract and using the spot, forward currency rates and market interest rates as applicable for a
similar instrument at the measurement date. Fair values reflect the credit risk of the instrument and include adjustments to take account of
the credit risk of the Group entity and counterparty where appropriate.
Interest Bearing Loans and Borrowings
• For floating rate interest bearing loans and borrowings with a contractual repricing date of less than six months, the nominal amount is deemed
to reflect fair value. For loans with repricing dates of greater than six months, the fair value is calculated based on the present value of the
expected future principal and interest cash flows discounted at interest rates effective at the balance sheet date and adjusted for credit spread.
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Notes to the Group Financial Statements continued
21. Financial Instruments and Financial Risk continued
Fair Value continued
The following table shows the fair values of financial assets and liabilities including their level in the fair value hierarchy.
Other derivative instruments – designated as hedging instruments
(5)
–
(5)
Deferred consideration on acquisition of businesses
–
(4,136)
(4,136)
US senior notes
(125,397)
–
(125,397)
Other derivative instruments – designated as hedging instruments
(5)
–
(5)
Deferred consideration on acquisition of businesses
–
(4,890)
(4,890)
US senior notes
(129,686)
–
(129,686)
Level 2 Fair Values
Type
Valuation technique
Significant unobservable inputs
Foreign currency forwards
The fair value of foreign
Not applicable
Not applicable
Other financial liabilities*
Discounted cash flows
Not applicable
Not applicable
* Other financial liabilities include Euro bank loans and US senior notes .
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21. Financial Instruments and Financial Risk continued
Fair Value continued
Level 3 Fair Values
Type
Valuation technique
Significant unobservable inputs
Contingent deferred consideration
The fair value of deferred
Not applicable
Not applicable
Risk Exposures and Group Treasury Policy
The Group’s operations expose it to various financial risks that include credit risk, liquidity risk, currency risk and interest rate risk. The Group’s
treasury policies, which are regularly reviewed, are designed to reduce financial risk in a cost-efficient way. A limited number of foreign currency
spot contracts, foreign exchange swaps, foreign currency forwards and interest rate swaps are undertaken periodically to hedge underlying
interest rate, fair value and currency exposures and it is Board policy to manage these risks in a non-speculative manner.
The Group has exposure to the following risks from its use of financial instruments:
• Credit risk;
• Liquidity risk;
• Currency risk; and
• Interest rate risk.
The manner in which the Group is exposed to each of these risks and the risk management policies applied are discussed below. The Board of
Directors has the overall responsibility for the establishment and oversight of the Group’s risk management framework. The Board is responsible
for developing and monitoring the Group’s risk management policies. The Board and the Audit and Risk Committee have reviewed the process for
identifying, evaluating and managing the significant risks affecting the business.
Credit Risk
Credit risk arises from credit granted to customers. Credit risk also arises on cash and cash equivalents, fixed term cash deposits and derivative
financial instruments with banks and financial institutions.
Exposure to credit risk is monitored on an ongoing basis. The Group’s exposure to customer credit risk is diversified over a large customer base
and the incidence of default by customers is tightly managed by Business Unit credit control teams. Credit insurance is in place, subject to annual
renewal, to cover major exposures in the UK and Irish merchanting businesses. Credit evaluations are performed regularly. New customers are
subject to initial credit checks that include trade and bank references and are generally subject to restricted credit limits prior to developing a
credit history.
Due to the established nature of the businesses, a high proportion of customers have long-standing trading relationships with Group companies.
These established customers are reviewed regularly for financial strength and the appropriateness of their credit limit.
The Group establishes a provision for impairment that represents its estimate of losses in respect of trade and other receivables. The main
components of this provision are a specific loss component that relate to individually significant exposures and a collective loss component
established for groups of similar assets in respect of losses that have been incurred but not yet identified.
Cash and short term bank deposits are invested with a range of banks, all with original maturities of less than three months at 31 December 2024.
Fixed term cash deposits have a maturity date greater than three months at inception but a remaining maturity of less than three months at the
balance sheet date.
The maximum exposure to credit risk is represented by the carrying amount of each financial asset, including derivative financial instruments,
in the balance sheet.
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Notes to the Group Financial Statements continued
21. Financial Instruments and Financial Risk continued
Credit Risk continued
The maximum exposure to credit risk at 31 December 2024 and 31 December 2023 was:
Trade and other receivables
276,438
240,290
Fixed term cash deposits
150,000
200,000
Cash and cash equivalents
359,430
383,939
785,868
824,229
Additional disclosures in relation to the Group’s exposure to credit risk arising from trade and other receivables is set out in Note 17.
The maximum exposure to credit risk for cash and cash equivalents, based on the domicile of the parent bank, at the reporting date was:
United Kingdom
184,964
212,664
Republic of Ireland
92,287
86,931
Netherlands
12,048
11,381
Finland
15,940
21,282
Spain
3,267
–
France
50,924
51,681
359,430
383,939
The majority of the Group’s cash on deposit and cash balances is held with financial institutions that have an upper investment grade credit rating.
Gross amounts of cash and cash equivalents
464,434
468,530
Amounts set off in the balance sheet*
(105,004)
(84,591)
Net amounts of cash and cash equivalents in the balance sheet
359,430
383,939
* The Group has netting arrangements in place with Bank of Ireland and HSBC Bank with cash balances and overdrawn positions being netted.
The maximum exposure to credit risk for fixed term cash deposits, based on the domicile of the parent bank, at the reporting date was:
United Kingdom
150,000
200,000
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21. Financial Instruments and Financial Risk continued
Foreign Currency Risk Management
Transactional foreign exchange risk arises from foreign currency transactions, assets and liabilities. Group operations manage foreign exchange
trading risks against their functional currencies. The majority of trade conducted by the Group’s Irish, Dutch, Finnish and Spanish businesses is
in euro. Sterling is the principal currency for the Group’s UK businesses. Currency risks are regularly monitored and managed by utilising forward
foreign currency contracts as appropriate for settling liabilities arising from the purchase of goods for resale in non-functional currencies. The
majority of transactions entered into by Group entities are denominated in functional currencies and no significant level of hedging is required.
A proportion of the Group’s net worth is denominated in euro. This is reflected in profit after tax reserves retained in euro denominated trading
and finance companies which gives rise to translation differences on conversion to sterling. Borrowings made in a non-functional currency are
swapped into a functional currency.
Sensitivity Analysis
A ten per cent strengthening of the sterling exchange rate against the euro exchange rate at the balance sheet date would have decreased
equity and profit after tax by the amount shown below. This assumes that all variables, in particular the results and financial position of each
euro functional currency entity and interest rates, remained constant. A ten per cent weakening of the sterling exchange rate against the euro
exchange rate would have an equal and opposite effect on the amounts shown below on the basis that all variables remain constant.
10% strengthening of sterling currency against the euro
(74,518)
(7,360)
10% strengthening of sterling currency against the euro
(71,567)
(7,756)
Hedging
The Group has exposure to changes in interest rates on certain debt instruments and can hedge an element of this risk by entering into interest
rate swaps. There were no contracts outstanding at 31 December 2024 (2023: £Nil).
Interest Rate Risk
The majority of the Group’s ongoing operations are financed from a mixture of cash generated from operations and borrowings. Bank borrowings
are initially secured at floating interest rates and interest rate risk is monitored on an ongoing basis. Interest rate swaps are used to manage
interest rate risk when considered appropriate having regard to the interest rate environment.
In September 2018, the Group raised €160 million (31 December 2024: £132.7 million before costs) through an issue of unsecured senior notes
in the US Private Placement market with ten and twelve year maturities at an average fixed annual coupon of 2.5 per cent and used the proceeds
received to refinance existing debt. The issue of these notes diversified the Group’s sources of funding by re-entering the US Private Placement
market, extended the maturity profile of debt and provided greater certainty over the cost of debt for an extended period at attractive rates. The
Group is also exposed to interest rate risk on its deposits.
Cash Flow Sensitivity Analysis for Variable Rate Debt Instruments
A reduction of 50 basis points in interest rates at the reporting date would have increased profit before tax and equity by £0.5 million (2023: £0.3
million) on the basis of the Group’s gross debt of £641.1 million at 31 December 2024. £105.1 million of the gross debt is exposed to variable
rates with the interest rate on the US senior notes of £132.3 million and the implicit interest rate on lease liabilities of £403.7 million is fixed. An
increase of 50 basis points, on the same basis, would have an equal and opposite effect.
Capital Management
The capital structure of the Group comprises share capital, reserves and net debt.
The overall approach is to optimise shareholder value by leveraging the balance sheet to an appropriate level having regard to economic and
trading conditions in the Group’s markets, the level of internal cash generation, credit conditions generally and interest rates payable.
The Group’s capital structure is kept under ongoing review and the debt component is actively managed with a view to maintaining diversified
sources of funding, significant undrawn facilities and cash deposits.
The Directors monitor the Company’s share price and may from time to time exercise their powers to make market purchases of the Company’s
own shares, at price levels which they consider to be in the best interests of the shareholders generally, after taking account of the Company’s
overall financial position.
The principal bank covenants are a net debt to equity ratio limit of 85 per cent, EBITDA interest cover of 3 times, which excludes interest on lease
liabilities, and a minimum shareholders’ equity of £1.0 billion at 31 December 2024. The US notes covenants, which are tested on a pre-IFRS 16
basis, are a net debt to equity ratio limit of 85 per cent, EBITDA interest cover of 4 times and a minimum shareholders’ equity of £1.3 billion at
31 December 2024.
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Notes to the Group Financial Statements continued
21. Financial Instruments and Financial Risk continued
Capital Management continued
The group has complied with these covenants throughout the reporting period. As at 31 December 2024, the ratio of net debt to equity was 8.2
per cent (3.0 per cent as at 31 December 2023). There are no indications that the group would have difficulties complying with the covenants
when they will next be tested as at the 30 June 2025 interim reporting date.
At 31 December 2024 the net debt to equity ratio was 8.2 per cent (2023: 3.0 per cent) as the Group was in a net debt position of £131.7 million
(2023: net debt of £49.3 million). Shareholders’ equity was £1.60 billion (2023: £1.66 billion). EBITDA for the year was £292.0 million (2023: £311.8
million) and underlying EBITDA interest cover for 2024 was not applicable as the Group had net credit interest in the year (2023: not applicable).
Funding and Liquidity
The Group has cash resources at its disposal through the holding of fixed term cash deposits of £150.0 million (2023: £200.0 million) and cash
balances of £359.4 million at the year end (2023: £383.9 million) which together with undrawn bank facilities of £270.8 million (2023: £269.7
million) and cashflow from operation provides flexibility in financing its operations.
The following are the undiscounted contractual maturities of financial liabilities, including interest payments:
31 December 2024
Bank loans
56,053
68,699
2,449
2,449
63,801
–
Bank credit facilities
40,625
41,881
41,881
–
–
–
Bank overdrafts
8,375
8,421
8,421
–
–
–
US senior notes
132,319
148,243
3,297
3,297
74,144
67,505
Lease liabilities
403,728
470,076
85,795
79,103
180,336
124,842
Trade and other payables (Note 24)
354,319
354,319
354,319
–
–
–
Deferred consideration on acquisition of businesses
4,136
4,503
3,703
800
–
–
Other derivatives
5
5
5
–
–
–
999,560
1,096,147
499,870
85,649
318,281
192,347
* Includes interest based on the rates in place at 31 December 2024.
31 December 2023
Bank loans
65,597
82,725
3,396
3,387
75,942
–
US senior notes
138,622
158,831
3,456
3,456
79,366
72,553
Lease liabilities
428,978
503,382
79,389
76,187
184,894
162,912
Trade and other payables
357,604
357,604
357,604
–
–
–
Deferred consideration on acquisition of businesses
4,890
6,811
2,604
3,407
800
–
Other derivatives
5
5
5
–
–
–
995,696
1,109,358
446,454
86,437
341,002
235,465
* Includes interest based on the rates in place at 31 December 2023.
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21. Financial Instruments and Financial Risk continued
Funding and Liquidity continued
The following table indicates the periods in which cash flows associated with derivatives that are cash flow hedges are expected to occur.
31 December 2024
Other derivatives
(5)
(5)
(5)
–
–
–
–
–
31 December 2023
Other derivatives
(5)
(5)
(5)
–
–
–
–
–
22. Derivatives
Fair value of other derivatives
(5)
(5)
There was no movement in derivatives at 31 December 2024.
Nature of Derivative Instruments as at 31 December 2024
Hedge Period
Nature of hedging instrument
liabilities
1,140
1,140
–
(5)
* The fair value of foreign currency forwards (derivative financial instruments) are shown as current liabilities of £5,000 in the balance sheet.
Nature of Derivative Instruments as at 31 December 2023
Hedge Period
Nature of hedging instrument
liabilities
1,280
1,280
–
(5)
* The fair value of foreign currency forwards (derivative financial instruments) are shown as current liabilities of £5,000 in the balance sheet.
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Notes to the Group Financial Statements continued
23. Provisions
Insurance provision
6,156
7,448
Dilapidations provision
6,181
4,925
Other provisions
705
1,478
13,042
13,851
Insurance provision
2,051
2,482
Disposal provisions
1,303
1,366
Other provisions
1,492
1,533
4,846
5,381
Insurance
Dilapidations
At 1 January
9,930
11,882
4,925
4,709
Charge in year
1,883
2,642
1,483
329
Utilised
–
–
(77)
(69)
Released
(1,102)
(1,728)
(33)
–
Paid during the year
(2,075)
(2,628)
–
–
Foreign exchange
(429)
(238)
(117)
(44)
At 31 December
8,207
9,930
6,181
4,925
Non-current
6,156
7,448
6,181
4,925
Current
2,051
2,482
–
–
Disposal Provisions
Other Provisions
Total
At 1 January
1,366
1,394
3,011
3,108
19,232
21,093
Charge in year
–
–
–
–
3,366
2,971
Utilised
–
–
(206)
–
(283)
(69)
Released
–
–
(550)
(69)
(1,685)
(1,797)
Paid during the year
–
–
–
–
(2,075)
(2,628)
Foreign exchange
(63)
(28)
(58)
(28)
(667)
(338)
At 31 December
1,303
1,366
2,197
3,011
17,888
19,232
Non-current
–
–
705
1,478
13,042
13,851
Current
1,303
1,366
1,492
1,533
4,846
5,381
Insurance Provision
The insurance provision relates to actual obligations under the self-insurance elements of the Group’s overall insurance arrangements which are
subject to limits in respect of both individual and aggregate claims. This provision was based on an independent actuarial valuation. The provision
principally covers the combined public and employer liability claims for the Group’s businesses. The Group has third party insurance cover above
specific limits for individual claims and has an overall maximum aggregate payable for all claims for any one year. Given the nature of employer
and public liability claims, the timing of cash outflows can vary significantly. The outflow arising from the payment of claims in 2025 is expected
to be at a similar level to 2024. Based on historical experience, it is the Directors best estimate that the balance of claims which are provided for
at 31 December 2024 will be paid over a two to six year period.
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Grafton Group plc

23. Provisions continued
Insurance Provision continued
The incurred but not reported (“IBNR”) element of the insurance provision is classified as non-current as the normal cycle for settlement of such
claims is likely to be more than 12 months from the year end.
Claims no longer being challenged by the Group are classified as current liabilities at year end. The Group no longer has an unconditional right to
defer payment and it is only the timing of the payment that is uncertain.
Claims in legal process are classified as non-current liabilities at year end as the Group does not control the extent and duration of the legal process.
Dilapidations Provision
The dilapidations provision covers the cost of reinstating certain Group properties at the end of the lease term. This is estimated based on the
terms of individual leases which set out the conditions relating to the return of property. The timing of the outflows will match the ending of the
relevant leases which ranges from two to 20 years.
Disposals Provision
The disposal provision covers the future legal costs in relation to the disposal of the Belgium business.
Other Provisions
Other provisions relate to restructuring, pension contributions, legal provisions, deferred consideration and Waste Electrical & Electronic
Equipment (“WEEE”) provisions. None of these are individually material to require separate disclosure in the financial statements.
24. Trade and Other Payables
Trade payables
264,328
264,490
Accruals
89,991
93,114
354,319
357,604
Social welfare
2,443
2,210
Employee income tax
6,418
6,351
Value added tax
37,962
34,086
401,142
400,251
^ Prior year comparatives have been updated to conform to the current year presentation, in line with the requirements of IFRS 9.
25. Deferred Taxation
Recognised Deferred Tax Assets and Liabilities
Property, plant and equipment
(2,272)
33,682
31,410
(991)
30,211
29,220
Employee share schemes
(584)
–
(584)
(883)
–
(883)
Other items
(3,560)
1,071
(2,489)
(2,136)
1,122
(1,014)
Intangibles
–
27,287
27,287
–
28,901
28,901
Pension
(1,037)
–
(1,037)
(2,655)
–
(2,655)
(Assets)/Liabilities
(7,453)
62,040
54,587
(6,665)
60,234
53,569
The movement in the net deferred tax liability reflects a decrease in the deferred tax asset on the pension scheme deficit and an increase in
the deferred tax liability in respect of property, plant and equipment offset by a decrease in the deferred liability on intangibles and an increase
in the deferred tax asset on other items.
At 31 December 2024, there were unrecognised deferred tax assets in relation to capital losses of £0.7 million (31 December 2023: £0.7 million),
trading losses of £1.3 million (31 December 2023: £1.1 million) and deductible temporary differences of £5.2 million (31 December 2023: £5.2 million).
Deferred tax assets were not recognised in respect of certain capital losses as they can only be recovered against certain classes of taxable
profits. The Directors believe that it is not probable that such profits will arise in the foreseeable future. The trading losses arose in entities that
have incurred losses in recent years and the Directors believe that it is not probable there will be sufficient taxable profits in the relevant entities
against which they can be utilised. Separately, the Directors believe that it is not probable the deductible temporary differences will be utilised.
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Notes to the Group Financial Statements continued
25. Deferred Taxation continued
Analysis of Net Deferred Tax (Asset)/Liability – 2024
Property, plant and equipment
29,220
2,972
–
(762)
(20)
31,410
Employee share schemes
(883)
257
42
–
–
(584)
Other items
(1,014)
1,180
–
37
(2,692)
(2,489)
Intangibles
28,901
(4,573)
–
(920)
3,879
27,287
Pension
(2,655)
511
1,081
26
–
(1,037)
53,569
347
1,123
(1,619)
1,167
54,587
Analysis of Net Deferred Tax (Asset)/Liability – 2023
Property, plant and equipment
26,868
1,974
–
(330)
708
29,220
Employee share schemes
(909)
371
(345)
–
–
(883)
Other items
(2,393)
1,382
–
(3)
–
(1,014)
Intangibles
32,583
(4,415)
–
(490)
1,223
28,901
Pension
(3,201)
552
3
(9)
–
(2,655)
52,948
(136)
(342)
(832)
1,931
53,569
26. Movement in Working Capital
At 1 January 2023
399,565
267,694
(415,424)
251,835
Translation adjustment
(5,511)
(3,549)
5,629
(3,431)
Acquisitions
5,365
2,840
(2,970)
5,235
Movement in 2023
(37,821)
(4,222)
12,514
(29,529)
At 1 January 2024
361,598
262,763
(400,251)
224,110
Translation adjustment
(11,427)
(8,174)
12,511
(7,090)
Acquisitions (Note 27)
60,206
39,764
(20,520)
79,450
Interest accruals*
–
(87)
(834)
(921)
Movement in 2024
(28,574)
5,754
7,952
(14,868)
At 31 December 2024
381,803
300,020
(401,142)
280,681
* Interest accruals on long term borrowings are included separately in other payables as accrued interest is paid within 12 months.
^ Prior year comparatives have been updated to conform to the current year presentation, in line with the requirements of IFRS 9.
182
Grafton Group plc

27. Acquisition of Subsidiary Undertakings and Businesses & Acquisition Related Liabilities
Acquisition of Subsidiary Undertakings and Businesses
On 30 October 2024, the Group acquired 100% of the share capital of Salvador Escoda, S.A.U. (“Salvador Escoda”), one of Spain’s leading
distributors of heating, ventilation, air conditioning, water and renewable products serving professional installers across the residential,
commercial and industrial sectors. Salvador Escoda, headquartered in Barcelona, operates from 92 strategically located branches throughout
Spain which are supported by four distribution centres, including a new 18,000 square metre facility in Seville which opened in March 2024.
The acquisition of Salvador Escoda is consistent with Grafton’s strategy of acquiring platform businesses with strong and unique propositions
offering exciting growth opportunities and which operate in fragmented markets with strong underlying fundamentals.
This acquisition is incorporated in the Spanish Distribution segment.
The fair value of the net assets acquired have been determined on a provisional basis. Goodwill on the acquisition reflects the anticipated
synergies to be realised as part of the enlarged Group.
The fair values of assets and liabilities acquired in 2024 are set out below:
Property, plant and equipment (Note 13a)
14,218
Right-of-use asset (Note 13b)
24,413
Intangible assets – computer software (Note 15)
161
Intangible assets – trade names (Note 15)
8,259
Intangible assets – customer relationships (Note 15)
7,258
Inventories (Note 26)
60,206
Trade and other receivables (Note 26)*
39,764
Trade and other payables (Note 26)
(20,520)
Lease liability
(24,413)
Corporation tax liability
(2,467)
Deferred tax liability (Note 25)
(3,879)
Deferred tax asset (Note 25)
2,712
Cash acqured
1,614
Bank overdraft acquired
(4,541)
Bank loans acquired
(42,330)
Net assets acquired
60,455
Goodwill (Note 12)
3,863
Consideration
64,318
Cash paid
64,318
Deferred consideration (Note 27)
–
Cash consideration
64,318
Add: bank overdraft acquired
4,541
Less: cash and cash equivalents acquired
(1,614)
* The fair value of acquired trade receivables is £39.8 million. The gross contractual amount for trade receivables due is £40.4 million, with a loss allowance of £0.6 million
recognised on acquisition.
The acquisition would have contributed revenue of £197.4 million (unaudited) and operating profit of £12.7 million (unaudited) in the year ended
31 December 2024 on the assumption that it had been acquired on 1 January. The acquisition completed in 2024 contributed revenues of £29.7
million and operating profit of £0.3 million for the period from the date of acquisition until the year end.
In 2024, the Group incurred acquisition costs of £3.0 million (2023: £0.9 million) relating to actual and target acquisitions. These have been
included in operating costs in the Group Income Statement.
The fair value of identifiable net assets acquired in 2024 was £60.5 million (2023: £22.7 million).
Total acquisitions
60,455
64,318
3,863
Any adjustments to provisional fair value of assets and liabilities including recognition of any newly identified assets and liabilities, will be made
within 12 months of respective acquisition dates. There were no material adjustments processed during the year to the fair value of business
combinations completed during the year ended 31 December 2023.
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Notes to the Group Financial Statements continued
27. Acquisition of Subsidiary Undertakings and Businesses & Acquisition Related Liabilities continued
Acquisition Related Liabilities
Deferred consideration is payable within three years from the date of acquisition. In addition to this deferred consideration, the Group has an
agreement for three of the acquisitions to make further payments to certain selling shareholders who, as part of the agreement, are required to
remain in employment with the Group for the deferred period.
Analysis of Deferred Consideration on Acquisition of Businesses
At 1 January
4,890
5,229
Acquisitions (Note 27)
–
2,323
Paid during the year
(2,145)
(2,586)
Unwinding of discount applicable to deferred consideration (Note 7)
1,476
–
Translation adjustment
(85)
(76)
4,136
4,890
Non-current
599
3,289
Current
3,537
1,601
4,136
4,890
28. Reconciliation of Net Cash Flow to Movement in Net (Debt)/Cash
Net (decrease) in cash and cash equivalents
(24,069)
(324,904)
Net movement in fixed term cash deposits
(50,000)
200,000
Net movement in derivative financial instruments
–
24
Bank loans acquired with subsidiaries (Note 27)
(42,330)
–
Lease liabilities acquired with subsidiaries (Note 27)
(24,413)
(820)
Movement in debt and lease financing
49,531
61,260
Change in net (debt) resulting from cash flows
(91,281)
(64,440)
Translation adjustment
8,869
6,290
Movement in net (debt) in the year
(82,412)
(58,150)
Net (debt)/cash at 1 January
(49,263)
8,887
Net (debt) at 31 December
(131,675)
(49,263)
Analysis of Net Debt – 2024
Cash and cash equivalents
383,939
(17,275)
1,614
–
(8,848)
359,430
Bank overdrafts
–
(3,867)
(4,541)
–
33
(8,375)
Fixed term cash deposits
200,000
(50,000)
–
–
–
150,000
Non-current liabilities
(204,219)
6,704
–
–
9,143
(188,372)
Current liabilities
–
1,452
(42,330)
–
253
(40,625)
Total interest-bearing loans and borrowings
(204,219)
8,156
(42,330)
–
9,396
(228,997)
Lease liabilities
(428,978)
86,666
(24,413)
(45,291)
8,288
(403,728)
Derivatives – current
(5)
–
–
–
–
(5)
Net (debt)
(49,263)
23,680
(69,670)
(45,291)
8,869
(131,675)
184
Grafton Group plc

28. Reconciliation of Net Cash Flow to Movement in Net (Debt)/Cash continued
Analysis of Net Debt – 2023
Cash and cash equivalents
711,721
(333,157)
8,253
–
(2,878)
383,939
Fixed term cash deposits
–
200,000
–
–
–
200,000
Interest bearing loans and borrowings:
–
Non-current liabilities
(253,502)
44,494
–
–
4,789
(204,219)
Current liabilities
–
–
–
–
–
–
Total interest-bearing loans and borrowings
(253,502)
44,494
–
–
4,789
(204,219)
Lease liabilities
(449,303)
83,243
(820)
(66,477)
4,379
(428,978)
Derivatives – current
(29)
24
–
–
–
(5)
Net cash/(debt)
8,887
(5,396)
7,433
(66,477)
6,290
(49,263)
29. Capital Expenditure Commitments
At the year end the following commitments authorised by the Board had not been provided for in the financial statements:
Contracted for
8,362
12,753
Not contracted for
52,038
48,718
60,400
61,471
Capital expenditure commitments are analysed by geography in the table below:
UK
26,428
27,500
Ireland
22,500
22,788
Netherlands
6,533
8,484
Finland
2,819
2,699
Spain
2,120
–
60,400
61,471
Amounts relating to intangibles included above
7,275
9,980
30. Pension Commitments
A number of defined benefit and defined contribution pension schemes are operated by the Group and the assets of the schemes are held in
separate trustee administered funds.
The actuarial reports are not available for public inspection.
IAS 19 – Employee Benefits
The Group operates three defined benefit schemes in Ireland and one defined benefit scheme in the UK (the “DB Schemes”). All schemes are
closed to new entrants and to future accrual.
Two Irish schemes were closed to future accrual of DB benefits in 2023 and one Irish scheme closed to future accrual of DB benefits in 2022. The
UK scheme was closed to future accrual of DB benefits in 2020.
An Annuity Buy-In transaction took place on the 12 December 2023 in which the Irish DB schemes fully insured their benefit obligation in respect
of pensioners at that date.
The DB Schemes are administered by trusts that are legally separated from the Group. The Trustees of the DB Schemes are required by law to act
in the interest of the members of the DB Schemes. The Trustees of the DB Schemes are responsible for the investment policy of the schemes.
Under the DB Schemes, employees are entitled to receive an annual payment on attainment of normal retirement age, which in Ireland is 67 or
68 depending on year of birth and in the UK is age 65 for the majority of benefits. The level of benefit payable depends on length of service. In the
case of schemes closed to accrual, it depends on future revaluation from the date members ceased accruing benefits up to retirement. Salary for
pension purposes is integrated with the State Pension. The DB Schemes provide post-retirement pension increases in the UK only and spouse’s
death in retirement pensions in both Ireland and the UK. No other post-retirement benefits are provided to employees.
The Group also provides other long term benefits to qualifying employees in the Netherlands which are unfunded and included in the liabilities shown.
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Statements
Supplementary
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Report

Notes to the Group Financial Statements continued
30. Pension Commitments continued
Defined Benefit Pension Schemes – Principal Risks
Through its defined benefit pension schemes the Group is exposed to a number of risks the most significant of which are detailed below:
Asset Volatility
Under IFRS the assets of the Group’s defined benefit pension schemes are reported at fair value. The majority of the schemes’ assets comprise
of bonds and investments in diversified growth funds which may fluctuate significantly from one reporting period to the next.
Discount Rates
The discount rates used in calculating the present value of scheme liabilities are determined by reference to market yields at the balance sheet
date of high-quality corporate bonds consistent with the currency and term of the retirement benefit obligations. Changes to the discount rates
can have a very significant impact on the amount of defined benefit scheme liabilities.
Price Inflation
Some of the Group’s pension obligations are inflation linked. Higher price inflation will lead to higher liabilities.
Longevity Risk
In the majority of cases the Group’s defined benefit pension schemes provide benefits for life. Increases in life expectancy will therefore give rise
to higher liabilities.
The nature of these risks is not materially different across all schemes.
Financial Assumptions
The financial assumptions used to calculate the retirement benefit liabilities under IAS 19 were as follows:
Valuation method
Projected Unit
Projected Unit
Rate of increase in salaries
N/A
N/A
N/A
N/A
Rate of increase of pensions in payment
–
3.00%
–
2.90%
Rate of revaluation of non-retired member benefits up to retirement
1.80%-1.85%
2.60%
1.95%-2.05%
2.40%
Discount rate
3.45%
5.50%
3.15%
4.50%
Inflation rate increase*
1.85%
2.60%/3.10%
2.05%
2.40%/3.00%
* The inflation assumption shown for the UK is based on both the Consumer Price Index (CPI) and the Retail Price Index (RPI).
The future life expectancy at age 65 for males and females (currently aged 55 and 65), inherent in the mortality tables used for the 2024 and 2023
year end IAS 19 disclosures are as follows:
2024
Mortality (years)
Ireland
UK
2023
Mortality (years)
Ireland
UK
Future Pensioner aged 65:
Male
22.1
20.9
Future Pensioner aged 65:
Male
22.4
20.7
Female
24.8
24.4
Female
25.0
23.5
Current Pensioner aged 65:
Male
21.7
20.5
Current Pensioner aged 65
Male
21.9
20.3
Female
24.1
23.8
Female
24.3
22.8
186
Grafton Group plc

30. Pension Commitments continued
Scheme Assets
The assets in these schemes are analysed below:
£’000
%
UK equities
1
1,418
1
1,296
Overseas (non-UK) equities
14
24,943
9
17,546
Government bonds
29
51,348
24
46,116
Corporate bonds
7
12,349
15
28,724
Property
–
–
1
2,330
Diversified growth funds
8
14,376
16
31,965
Liability driven investment (“LDI”)
21
37,439
14
27,357
Annuity buy-in
19
34,384
19
38,256
Cash/money market funds
1
2,118
1
1,514
100
178,375
100
195,104
Actuarial value of liabilities
(177,034)
(200,931)
Asset/(deficit) in the schemes
1,341
(5,827)
Retirement benefit assets
10,932
9,536
Retirement benefit obligations
(9,591)
(15,363)
1,341
(5,827)
The net pension scheme asset of £1,341,000 is shown in the Group balance sheet at 31 December 2024 as (i) retirement benefit obligations (non-
current liabilities) of £9,591,000 of which £8,831,000 relates to a UK scheme and £760,000 to a Euro scheme and (ii) retirement benefit assets
(non-current assets) of £10,932,000 relating to the other Euro schemes.
The net pension scheme deficit of £5,827,000 is shown in the Group balance sheet at 31 December 2023 as (i) retirement benefit obligations
(non-current liabilities) of £15,363,000 of which £14,554,000 relates to a UK scheme and £809,000 to a Euro scheme and (ii) retirement benefit
assets (non-current assets) of £9,536,000 relating to the other Euro schemes.
The retirement benefit assets have been recognised in accordance with IFRIC 14 ‘The Limit on a Defined Benefit Asset, Minimum Funding
Requirements and their Interaction’ as it has been determined that the Group has an unconditional right to a refund of the surplus assets if the
schemes are run off until the last member has left the scheme.
In 2023, the Trustees of the three Irish defined benefit pension schemes purchased annuities from one of Ireland’s leading life insurance
companies to match the benefits being paid to existing pensioners. Under these contracts, the insurer will reimburse the schemes for payments
to these pensioners into the future. These insurance contracts are held by the trustees of the three schemes and represent assets of the
schemes. This transaction has reduced the Company’s exposure to pension risk by removing the longevity and investment risk associated with
this portion of the Company’s Defined Benefit liabilities. In future years’ reporting, the value of the liabilities relating to these pensioners will exactly
match the value of the associated annuity contracts.
The actual return on plan assets is set out below:
Return on plan assets excluding interest income
(9,753)
6,450
Interest income on plan assets
7,151
7,917
Return on plan assets excluding impact of buy-in
(2,602)
14,367
Less: effect of annuity buy-in
–
(1,252)
Actual return on plan assets
(2,602)
13,115
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Notes to the Group Financial Statements continued
30. Pension Commitments continued
Scheme Assets continued
Plan assets are comprised as follows:
Equity – UK*
–
1,418
1,418
–
1,296
1,296
Equity – Other*
–
24,943
24,943
–
17,546
17,546
Bonds – Government*
–
51,348
51,348
–
46,116
46,116
Bonds – Corporate*
–
12,349
12,349
–
28,724
28,724
Property*
–
–
–
–
2,330
2,330
Cash/money market funds*
–
2,118
2,118
–
1,514
1,514
Diversified growth funds*
–
14,376
14,376
–
31,965
31,965
Annuity buy-in
–
34,384
34,384
–
38,256
38,256
LDI*
–
37,439
37,439
–
27,357
27,357
Total
–
178,375
178,375
–
195,104
195,104
* Assets are holdings in unitised funds where the underlying assets are liquid/quoted investments.
Sensitivity of Pension Liability to Judgements/Assumptions
Assumption
Change in Assumptions
Impact on Scheme Liabilities
Discount rate
Increase by 0.25%/Decrease by 0.25%
Reduce by 3.2%/Increase by 3.3%
Rate of inflation
Increase by 0.25%
Increase by 1.6%
Life expectancy
Increase by 1 year
Increase by 3.5%
The above sensitivity analysis is derived through changing an individual assumption while holding all other assumptions constant.
The following table provides a reconciliation of the scheme assets (at bid value) and the actuarial value of scheme liabilities:
Assets
Liabilities
Net asset/(deficit)
At 1 January
195,104
192,298
(200,931)
(202,782)
(5,827)
(10,484)
Interest income on plan assets
7,151
7,917
–
–
7,151
7,917
Contributions by employer
2,604
3,574
–
–
2,604
3,574
Contributions by members
–
23
–
(23)
–
–
Benefit payments
(11,976)
(11,773)
11,976
11,773
–
–
Current service cost
–
–
–
(57)
–
(57)
Curtailment gain
–
–
–
403
–
403
Other long term (expense)/credit
–
–
(91)
(41)
(91)
(41)
Interest cost on scheme liabilities
–
–
(7,456)
(8,315)
(7,456)
(8,315)
Administration costs
(37)
(53)
–
–
(37)
(53)
Actuarial (loss)/gain arising from
– experience variations
–
–
1,369
(978)
1,369
(978)
– financial assumptions
–
–
14,637
(7,432)
14,637
(7,432)
– demographic assumptions
–
–
(814)
4,532
(814)
4,532
Return on plan assets excluding interest income
(9,753)
5,198
–
–
(9,753)
5,198
Translation adjustment
(4,718)
(2,080)
4,276
1,989
(442)
(91)
At 31 December
178,375
195,104
(177,034)
(200,931)
1,341
(5,827)
Related deferred tax asset (net)
1,037
2,655
Net pension asset/(liability)
2,378
(3,172)
188
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30. Pension Commitments continued
Expense Recognised in Income Statement
Current service cost
–
57
Curtailment gain
–
(403)
Other long term benefit (credit)/expense
91
41
Administration costs
37
53
Total operating expense/(credit)
128
(252)
Net finance costs on pension scheme obligations
305
398
Total expense recognised in income statement
433
146
Recognised Directly in Other Comprehensive Income
Remeasurement gain on pensions
5,439
1,320
Deferred tax on pensions
(1,081)
(3)
4,358
1,317
In Ireland, the DB schemes are assessed against the Funding Standard (the statutory minimum funding requirement). Funding Proposals were
in place for all schemes and these have now ended. As at 31 December 2024, all Irish DB schemes are closed to future accrual. Ongoing funding
valuations of the Schemes are required every three years. The next funding valuations are currently being carried out. In the interim, funding
recommendations are due to be prepared setting out the recommended contributions to the schemes for the calendar year 2025 allowing for the
fact that they will be nil. The schemes are closed to future accrual.
The Irish DB Schemes hold annuity contracts to insure the benefit obligation in respect of their members who were pensioners on 12 December
2023. No other explicit external contracts have been entered into to provide liability matching such as longevity swaps or annuity purchase.
In the UK, the DB schemes are subject to the Statutory Funding Objective under the Pensions Act 2004. Valuations of the DB Schemes are carried
out at least once every three years to determine whether or not the Statutory Funding Objectives are met. As part of the process, the Group must
agree with the Trustees of the DB Schemes the contributions to be paid to address any shortfalls against the Statutory Funding Objectives. The
next valuation for the UK scheme is 31 December 2026.
The contributions expected to be paid to the Group’s UK defined benefit schemes in 2025 total approximately £2.5 million.
In prior years, where some schemes were open to future accrual, employees paid contributions equal to a percentage of pensionable salary. The percentage
payable varied by scheme. Triennial actuarial valuations were carried out to determine the Group’s contribution rate required under the schemes.
Average Duration and Scheme Composition
Ireland
UK
2024
2023
2024
2023
Average duration of defined benefit obligation (years)
15.00
15.00
12.00
13.00
Allocation of Total Defined Benefit Obligation by Participant
2024
2023
Active plan participants
0%
0%
Deferred plan participants
56%
58%
Retirees
44%
42%
100%
100%
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Notes to the Group Financial Statements continued
31. Share Based Payments
The Group’s employee share schemes are equity settled share based payments as defined in IFRS 2 Share Based Payments. The total share based
payments expense for the year charged to the income statement was £1,162,000 (2023: £2,127,000), analysed as follows:
LTIP
671
1,450
UK SAYE Scheme
491
677
1,162
2,127
Details of the schemes operated by the Group are set out below:
Long Term Incentive Plan (“LTIP”)
The Group’s 2011 long term incentive share scheme expired in April 2021. The Grafton Group plc 2021 Long Term Incentive Plan (the “plan”) was
approved by shareholders at the AGM of the Company held on 28 April 2021. Details of the plan are set out in the Report of the Remuneration
Committee on Directors’ Remuneration on pages 102 to 119. Awards over 637,662 Grafton Units were granted under the 2021 Plan on 20 March
2024 (2022: 807,889 on 31 March 2023). In addition, awards over 23,524 and 4,802 Grafton Units were granted under the 2021 Plan on 8 October
2024 and 28 November 2024 respectively.
A summary of the material awards granted on 20 March 2024 and 31 March 2023 is set out below:
Grant date
Share price at date of award
£9.78
£8.87
Exercise price
N/A
N/A
Number of employees
58
161
Number of share awards
637,662
807,889
Vesting period
3 years
3 years
Expected volatility
29.2%
33.0%
Award life
3 years
3 years
Expected life
3 years
3 years
Risk free rate
4.07%
3.61%
Expected dividends expressed as dividend yield
3.45%
3.53%
Valuation model – EPS
Black Scholes/
Black Scholes/
Valuation model – TSR
Monte-Carlo
Monte-Carlo
Fair value of share award – EPS component
£8.82
£7.98
Fair value of share award – TSR component
£5.65
£5.36
The expected volatility, referred to above, is based on volatility over the last three years. The expected life is equal to the vesting period. The risk free
rate of return is the yield on bonds from the Bank of England for a term consistent with the life of the award at the grant date. The fair values of share
awards granted under the 2021 Plan were determined taking account of peer group total share return volatility together with the above assumptions.
A reconciliation of all share awards granted under the LTIP is as follows:
Outstanding at 1 January
1,374,973
1,454,899
Granted in year
665,988
807,889
Forfeited and expired
(555,220)
(510,127)
Exercised
(24,686)
(377,688)
Outstanding at 31 December
1,461,055
1,374,973
At 31 December 2024 and 31 December 2023 none of the LTIPs were exercisable as the conditions for exercise were not fulfilled before the year-end.
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Grafton Group plc

31. Share Based Payments continued
UK SAYE Scheme
Options over 762,425 (2023: 625,903) Grafton Units were outstanding at 31 December 2024, pursuant to the 2024 and the existing 2023 and
2022 three year saving contracts under the Grafton Group plc 2021 SAYE Plan at a price of £8.02, £6.83 and £7.93 respectively. These options are
normally exercisable within a period of six months after the third anniversary of the savings contract, being June 2027 for the 2024 SAYE scheme,
June 2026 for the 2023 SAYE scheme and June 2025 for the 2022 SAYE scheme.
The number of Grafton Units issued during the year under the 2019 SAYE Scheme was Nil (2023: 33,470) and the total consideration received
amounted to £Nil (2023: £208,000). Options forfeited in the year were Nil (2023: 3,071).
The number of Grafton Units issued during the year under the 2020 SAYE Scheme was 44,393 (2023: 287,429) and the total consideration
received amounted to £254,000 (2023: £1,675,000). Options forfeited in the year were 14,791 (2023: 19,900).
The number of Grafton Units issued during the year under the 2022 SAYE Scheme was 2,662 (2023: 385) and the total consideration received
amounted to £21,000 (2023: £3,000). Options forfeited in the year were 29,169 (2023: 73,129).
The number of Grafton Units issued during the year under the 2023 SAYE Scheme was 1,092 (2023: Nil) and the total consideration received
amounted to £7,000 (2023: £Nil). Options forfeited in the year were 41,132 (2023: 35,193).
The number of Grafton Units issued during the year under the 2024 SAYE Scheme was Nil and the total consideration received amounted to £Nil.
Options forfeited in the year were 29,441.
A reconciliation of options granted under the 2020 SAYE, which was under the Grafton Group (UK) plc 2011 SAYE Plan, is as follows:
£
Number
Outstanding at 1 January
59,184
5.78
366,513
5.78
Forfeited
(14,791)
5.78
(19,900)
5.78
Exercised
(44,393)
5.78
(287,429)
5.78
Outstanding at 31 December
–
59,184
A reconciliation of options granted under the 2022 SAYE, which was under the Grafton Group plc 2021 SAYE Plan, is as follows:
£
Number
Outstanding at 1 January
250,680
7.93
324,194
7.93
Forfeited
(29,169)
7.93
(73,129)
7.93
Exercised
(2,662)
7.93
(385)
7.93
Outstanding at 31 December
218,849
250,680
A reconciliation of options granted under the 2023 SAYE, which was under the Grafton Group plc 2021 SAYE Plan, is as follows:
£
Number
Outstanding at 1 January
316,039
6.83
–
–
Granted
–
6.83
351,232
6.83
Forfeited
(41,132)
6.83
(35,193)
6.83
Exercised
(1,092)
6.83
–
–
Outstanding at 31 December
273,815
316,039
A reconciliation of options granted under the 2024 SAYE, which was under the Grafton Group plc 2021 SAYE Plan, is as follows:
Outstanding at 1 January
–
–
Granted
299,202
8.02
Forfeited
(29,441)
8.02
Exercised
–
8.02
Outstanding at 31 December
269,761
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Notes to the Group Financial Statements continued
31. Share Based Payments continued
UK SAYE Scheme continued
There were no SAYE grants in 2021.
The weighted average share price for the period was £9.85 (2023: £8.58).
At 31 December 2024 none of the 2024 or the 2023 UK SAYE shares were exercisable other than as permitted under the applicable Plan rules.
The weighted average remaining life is 1.8 years (2023: 2.1 years).
32. Accounting Estimates and Judgements
In the opinion of the Directors, the following significant judgement was exercised in the preparation of the financial statements:
Recognition of Surplus on Defined Benefit Pension Schemes
Where a surplus on a defined benefit scheme arises, the rights of the trustees to prevent the group obtaining a refund of that surplus in the future
are considered in determining whether it is necessary to restrict the amount of the surplus that is recognised. The ROI defined benefit schemes
are in surplus under IAS 19 valuation methodology as at 31 December 2024. The directors are satisfied that these amounts meet the requirements
of recoverability on the basis that paragraph 11 (b) of IFRIC 14 applies, enabling a refund of the surplus assuming the gradual settlement of the
scheme liabilities over time until all members have left the scheme, and a surplus of £10.9 million (2023: £9.5 million) has been recognised.
In the opinion of the Directors, the key sources of estimation uncertainty were as follows:
Goodwill
The Group has capitalised goodwill of £634.3 million at 31 December 2024 (2023: £645.1 million) as detailed in Note 12. Goodwill is required to be
tested for impairment at least annually or more frequently if changes in circumstances or the occurrence of events indicate potential impairment
exists. The Group uses value-in-use calculations to determine the recoverable amount of cash generating units containing goodwill. Value-in-use
is calculated as the present value of future cash flows. In calculating value-in-use, management estimation is required in forecasting cash flows of
the segments and in selecting an appropriate discount rate and the nominal growth rate in perpetuity.
Retirement Benefit Obligations
The Group operates a number of defined benefit retirement plans which are as set out in Note 30. The Group’s total obligation in respect of
defined benefit plans is calculated by independent, qualified actuaries and updated at least annually and totals £177.0 million at 31 December
2024 (2023: £200.9 million). Plan assets at 31 December 2024 amounted to £178.4 million (2023: £195.1 million) giving a net scheme asset of
£1.3 million (2023: deficit of £5.8 million). The size of the obligation is sensitive to actuarial assumptions. The key assumptions are the discount
rate, the rate of inflation, life expectancy, pension benefits and rate of salary increases. The sensitivities of the principal assumptions used to
measure defined benefit pension scheme obligations are set out in Note 30.
Rebate Income
Rebate arrangements with suppliers are a common feature of trading in the distribution industry and the Group has agreements with individual
suppliers related to purchases of goods for resale.
Rebates are accounted for as a deduction from the cost of goods for resale and are recognised in the financial statements based on the amount
that has been earned in respect of each individual supplier up to the balance sheet date. Rebates receivable are determined using established
methodologies and are only recognised in the income statement where there is an agreement in place with an individual supplier, any related
performance conditions have been met and the goods have been sold to a third-party customer.
Rebates receivable from individual suppliers are typically calculated by applying an agreed percentage to the purchase price shown on the
supplier invoice for products purchased for resale. A small proportion of rebates receivable are based on volumes purchased with certain supplier
agreements providing for a stepped increase in rebates if purchases reach predetermined targets within a specified time period.
The majority of rebate arrangements cover a calendar year which coincides with the financial year of the Group and this reduces the requirement
to estimate purchase volumes from suppliers when estimating rebates receivable at the year-end. Where estimation is used in the calculation
of rebates receivable it is done on a consistent and prudent basis, based upon management’s knowledge and experience of the suppliers and
historic collection trends.
Rebates are classified in the balance sheet as follows:
Inventories
• The carrying value of inventories at the balance sheet date is reduced to reflect rebates receivable relating to inventory that has not been sold
at the balance sheet date.
Trade and Other Receivables
• The amount of rebate receivable at the balance sheet date is classified as other receivables and separately disclosed in Note 17, Trade and
Other Receivables.
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32. Accounting Estimates and Judgements continued
Rebate Income continued
Trade and Other Payables
• Where the Group has the legal right to set-off rebates receivable against amounts owing to individual suppliers, any rebates receivable at the
balance sheet date are netted against amounts payable to these suppliers and the amount, if material, is separately disclosed in Note 24,
Trade and Other Payables. There were no amounts offset in this way as at 31 December 2024 or 31 December 2023.
Valuation of Inventory
Inventory comprises raw materials, finished goods and goods purchased for resale. Provisions are made against slow moving, obsolete and
damaged inventories for which the net realisable value is estimated to be less than cost. Determining the net realisable value of the wide range of
products held in many locations requires estimation to be applied to determine the likely saleability of products and the potential prices that can
be achieved. In arriving at any provisions for net realisable value, the Directors take into account the age, condition, quality of the products in stock
and recent sales trends. The actual realisable value of inventory may differ from the estimated value on which the provision is based. The Group
held provisions in respect of inventory balances at 31 December 2024 amounting to £54.6 million (2023: £56.0 million).
IFRS 16 “Leases”
Where the Group has an option to extend or terminate a lease, management uses its judgement to determine whether such an option would be
reasonably certain to be exercised. Management considers all facts and circumstances, including past practice and costs that would be incurred if an
option were to be exercised, to help them determine the lease term. Management have also applied judgements in assessing the discount rate, which
are based on the incremental borrowing rate. Such judgements could impact lease terms and associated lease liabilities. The Group availed of the
practical expedient available on transition to IFRS 16 not to reassess whether a contract is or contains a lease. Accordingly, the definition of a lease in
accordance with IAS 17 and the guidance in IFRIC 4 will continue to be applied to those leases entered into or modified before 1 January 2019.
Valuation of Investment Property
The fair values derived are based on current estimated market values for the properties, being the amount that would be received from a sale
of the assets in an orderly transaction between market participants. The valuation of the Group’s investment property portfolio is inherently
subjective as it requires among other factors, the estimation of the expected rental income in to the future, an assessment of a property’s ability
to remain attractive to existing and prospective tenants in a changing market and a judgement to be reached on the attractiveness of a building,
its location and the surrounding environment. Further detail on the determination of fair value of investment properties is set out in Note 13.
33. Related Party Transactions
The principal related party transactions that require disclosure under IAS 24: Related Party Disclosures relate to subsidiaries, key management
personnel and post-employment benefit plans.
Subsidiaries
Sales to and purchases from, together with outstanding payables and receivables to and from, subsidiaries are eliminated in the preparation of
the consolidated financial information in accordance with IFRS 10, Consolidated Financial Statements.
Key Management Personnel
The term key management personnel for 2024 refers to the Board of Grafton Group plc and the Group Management Team. The cost of key
management personnel is analysed in Note 6 to the Group Financial Statements. The Report of the Remuneration Committee on Directors’
Remuneration on pages 102 to 119 provides detailed disclosure (‘unaudited’) for 2024 and 2023 of salaries, fees, performance-related pay, pension
allowance, other benefits and entitlements to awards granted under the Group’s 2021 LTIP schemes.
Post-Employment Benefit Plans
Pension commitments to existing and former employees under defined benefit pension scheme arrangements are disclosed in Note 30 to the
Group Financial Statements.
34. Events after the Balance Sheet Date
The Company bought back, for cancellation, 0.2 million shares at a cost of £1.6 million between 1 January 2025 and 5 March 2025.
On 13 February 2025, the Group entered into an agreement, which is subject to approval from the Competition and Consumer Protection
Commission (CCPC), for the sale of the MFP business to a subsidiary of Wienerberger AG which mainly operates through Pipelife Ireland
Solutions Limited in Ireland.
In addition, the Board has today announced a sixth programme, commencing 6 March 2025, to buy back ordinary shares in the Company for an
aggregate consideration of up to £30.0 million. The sixth share buyback programme will end no later than 31 August 2025, subject to market
conditions.
There have been no other material events subsequent to 31 December 2024 that would require adjustment to or disclosure in this report.
35. Approval of Financial Statements
The Board of Directors approved the Group Financial Statements on pages 134 to 203 on 5 March 2025.
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Notes
2024
€’000
2023
€’000
Fixed assets
Intangible assets 4(a) 390 463
Tangible assets 4(a) 755 817
Right-of-use asset 4(b) 1,327 1,513
Financial assets 5 948,431 948,314
Total fixed assets 950,903 951,107
Current assets
Debtors 6 1,165,899 959,985
Cash at bank and in hand 113,731 119,049
Total current assets 1,279,630 1,079,034
Creditors: amounts falling due within one year 7 (991,675) (967,242)
Net current assets 287,955 111,792
Total assets less current liabilities 1,238,858 1,062,899
Creditors: amounts falling due after one year 7 (1,377) (1,551)
Net assets 1,237,481 1,061,348
Capital and reserves
Called-up share capital 10 9,890 10,303
Share premium account 10 316,287 315,955
Capital redemption reserve 3,190 2,774
Shares to be issued reserve 8,252 7,983
Profit and loss account 905,608 730,618
Treasury shares held (5,746) (6,285)
Shareholders’ equity 1,237,481 1,061,348
There was a profit after tax of €356.2 million (2023: profit of €236.9 million) attributable to the parent undertaking for the financial year.
On behalf of the Board.
Eric Born David Arnold
Director Director
5 March 2025
Company Balance Sheet
As at 31 December 2024
194
Grafton Group plc

Company Statement of Changes in Equity
Equity
share
capital
€’000
Share
premium
account
€’000
Capital
redemption
reserve
€’000
Shares
to be
issued
reserve
€’000
Profit and
loss
account
€’000
Treasury
shares
€’000
Total
equity
€’000
Year to 31 December 2024
At 1 January 2024 10,303 315,955 2,774 7,983 730,618 (6,285) 1,061,348
Profit after tax for the financial year – – – – 356,184 – 356,184
Total other comprehensive income
Remeasurement loss on pensions (net of tax) – – – – – – –
Total comprehensive income – – – – 356,184 – 356,184
Transactions with owners of the Company recognised
directly in equity
Dividends paid – – – – (86,146) – (86,146)
Issue of Grafton Units 3 332 – – – – 335
Purchase of treasury shares – – – – – (95,549) (95,549)
Cancellation of treasury shares (416) 416 (96,088) 96,088 –
Share based payments charge – – – 1,309 – – 1,309
Transfer from shares to be issued reserve – – – (1,040) 1,040 – –
(413) 332 416 269 (181,194) 539 (180,051)
At 31 December 2024 9,890 316,287 3,190 8,252 905,608 (5,746) 1,237,481
Year to 31 December 2023
At 1 January 2023 11,195 313,786 1,847 10,797 756,175 (7,204) 1,086,596
Profit after tax for the financial year – – – – 236,943 – 236,943
Total other comprehensive income
Remeasurement loss on pensions (net of tax) – – – – – – –
Total comprehensive income – – – – 236,943 – 236,943
Transactions with owners of the Company recognised
directly in equity
Dividends paid – – – – (83,442) – (83,442)
Issue of Grafton Units 35 2,169 – – – – 2,204
Purchase of treasury shares – – – – – (183,380) (183,380)
Cancellation of treasury shares (927) – 927 – (184,299) 184,299 –
Share based payments charge – – – 2,427 – – 2,427
Transfer from shares to be issued reserve – – – (5,241) 5,241 – –
(892) 2,169 927 (2,814) (262,500) 919 (262,191)
At 31 December 2023 10,303 315,955 2,774 7,983 730,618 (6,285) 1,061,348
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Notes to the Company Financial Statements
1. Basis of Preparation
The financial statements have been prepared on a going concern basis under the historical cost convention in accordance with the Companies
Act 2014 and Generally Accepted Accounting Practice in the Republic of Ireland (Financial Reporting Standard 101 Reduced Disclosure
Framework (FRS 101)). Note 2 describes the principal accounting policies under FRS 101, which have been applied consistently.
In these financial statements, the company has applied the exemptions available under FRS 101 in respect of the following disclosures:
• Cash Flow Statement and related notes;
• Comparative period reconciliations for tangible fixed assets and intangible assets;
• The option to take tangible and intangible assets at deemed cost;
• Disclosures in respect of transactions with wholly-owned subsidiaries;
• Disclosures in respect of financial risk management;
• Disclosure of key management compensation;
• Certain requirements of IAS 1 Presentation of Financial Statements;
• Disclosures required by IFRS 7 Financial Instrument Disclosures;
• Disclosures required by IFRS 13 Fair Value Measurement;
• Certain disclosures required by IFRS 16 Leases; and
• The effects of new but not yet effective IFRSs.
As the consolidated financial statements of Grafton Group plc include the equivalent disclosures, the Company has also taken the exemptions
under FRS 101 available in respect of the following disclosure:
• IFRS 2 Share Based Payments in respect of group settled share-based payments.
In accordance with Section 304(2) of the Companies Act 2014, the income statement and related notes of the parent undertaking have not been
presented separately in these financial statements.
2. Accounting Policies
Key Accounting Policies which involve Estimates, Assumptions and Judgements
Preparation of the financial statements requires management to make significant judgements and estimates. The items in the financial
statements where these judgements and estimates have been made include:
Financial Assets
Investments in subsidiaries are stated at cost less any accumulated impairment and are reviewed for impairment if there are any indicators that
the carrying value may not be recoverable.
Loans Receivable and Payable
Intercompany loans receivable and payable are initially recognised at fair value. These are subsequently measured at amortised cost, less any
provision for impairment.
Other Material Accounting Policies
Operating Income and Expense
Operating income and expense arises from the Company’s principal activities as a holding company for the Group and are accounted for on an
accruals basis.
Foreign Currencies
The functional and presentation currency of the Company is euro. Transactions in foreign currencies are translated at the rates of exchange ruling
at the transaction date. Monetary assets and liabilities denominated in foreign currencies are translated into euro at the rates of exchange ruling
at the balance sheet date, with a corresponding charge or credit to the profit and loss account.
Share Issue Expenses
Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects.
Share-based Payments
The Company has applied the requirements of Section 8 of FRS 101. The accounting policy applicable to share-based payments is addressed in
detail on page 148 of the Consolidated Financial Statements.
IFRS 16 Leases
The accounting policy applicable to IFRS 16 leases is addressed in detail on pages 144 and 145 of the Consolidated Financial Statements.
196
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2. Accounting Policies continued
Treasury Shares
Own equity instruments (i.e. Ordinary Shares) acquired by the Company are deducted from equity and presented on the face of the Company
Balance Sheet. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company’s Ordinary Shares.
Dividends
Dividends on Ordinary Shares are recognised as a liability in the Company’s Financial Statements in the period in which they are approved by the
shareholders of the Company.
Dividend Income
Dividend income is recognised when the right to receive payment is established.
Property, Plant and Equipment
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Property, plant and equipment are
depreciated over their useful economic life on a straight line basis in line with Group policy as noted in Note 1 to the Consolidated Financial
Statements.
Intangible Assets (Computer Software)
Acquired computer software is stated at cost less any accumulated amortisation and any accumulated impairment losses. Cost comprises of
purchase price and any other directly attributable costs. Computer software is recognised in line with the criteria as outlined in Note 1 to the
Consolidated Financial Statements.
Cash and Cash Equivalents
Cash and cash equivalents comprise cash balances held for the purpose of meeting short term cash commitments and investments which are
readily convertible to a known amount of cash and are subject to an insignificant risk of change in value. Bank overdrafts are included within
creditors falling due within one year in the Company Balance Sheet.
3. Statutory and Other Information
The following items have been charged to the company income statement:
2024
€’000
2023
€’000
Statutory audit (refer to Note 3 of Group Financial Statements) 85 83
Depreciation (Note 4a) 126 60
Depreciation on right-of-use assets (Note 4b) 217 332
Intangible asset amortisation (Note 4a) 97 84
Directors’ remuneration 4,794 3,299
The interest expense on lease liabilities in the year was €85,000 (2023: €82,000).
The Directors’ remuneration is set out in detail in the Report of the Remuneration Committee on Directors’ Remuneration on pages 102 to 119.
The average number of persons employed by the Company during the year was 25 (2023: 22).
2024
€’000
2023
€’000
The aggregate remuneration costs of employees were:
Wages and salaries 7,148 5,910
Social welfare costs 262 241
Share-based payments charge 907 1,182
Defined contribution and pension related costs 388 335
Charged to operating profit 8,705 7,668
Net finance cost on pension scheme obligations – –
Charged to income statement 8,705 7,668
Actuarial loss on pension scheme – –
Total employee benefit cost 8,705 7,668
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4. Tangible, Intangible and Right-of-Use Assets
4. (a) Tangible and Intangible Assets
Plant and
Equipment
2024
€’000
Intangible
Assets
2024
€’000
Company Cost
At 1 January 4,074 928
Additions 64 24
At 31 December 4,138 952
Depreciation
At 1 January 3,257 465
Charge for year 126 97
At 31 December 3,383 562
Net book amount
At 31 December 755 390
At 1 January 817 463
4. (b) Right-of-Use Asset
Right-of-Use
Asset*
€’000
Year ended 31 December 2023
Opening balance at 1 January 2023 1,743
Additions 84
Depreciation charge (332)
Disposals –
Remeasurements 18
Closing net book amount 1,513
Year ended 31 December 2024
Opening balance at 1 January 2024 1,513
Additions 31
Depreciation charge (217)
Disposals –
Remeasurements –
Closing net book amount 1,327
* The lease term remaining as at 31 December 2004 is 2.3 years (2023: 3.3 years).
5. Financial Assets
Other
Investments
€’000
Investments
in subsidiary
undertakings
€’000
Total
€’000
At 1 January 2023 14 1,047,992 1,048,006
Additions* – 405,234 405,234
Disposals** – (104,546) (104,546)
Impairments*** – (401,434) (401,434)
Capital contribution – share-based payments – 1,054 1,054
At 31 December 2023 14 948,300 948,314
Additions – – –
Disposals – – –
Impairments – – –
Capital contribution – share-based payments – 117 117
At 31 December 2024 14 948,417 948,431
* Additions in 2023 related to investments in a number of the Group’s subsidiary holding companies, some of which were acquired from other group companies.
** One subsidiary entity was disposed intragroup during 2023.
*** The carrying values of investments in a number of non-trading group subsidiaries were impaired, some of which were placed into liquidation during the 2023.
Other investments represent sundry equity investments at cost less provision for impairment.
Notes to the Company Financial Statements continued
198
Grafton Group plc

6. Debtors
2024
€’000
2023
€’000
Amounts falling due within one year:
Amounts owed by subsidiary undertakings ^ 1,162,046 956,581
Current income tax 406 884
Deferred tax – –
Other receivables 1,340 217
1,163,792 957,682
^ Amounts owed by subsidiary undertakings are interest free and repayable on demand.
2024
€’000
2023
€’000
Amounts falling due after one year:
Other receivables 2,107 2,303
7. Creditors
2024
€’000
2023
€’000
Amounts falling due within one year:
Trade and other payables 67 717
Accruals 8,877 6,801
Lease liability* 215 151
Bank overdraft 100,574 97,331
Amounts owed to subsidiary undertakings ^ 881,942 862,242
991,675 967,242
2024
€’000
2023
€’000
Amounts falling due after one year:
Deferred tax 31 16
Lease liability* 1,346 1,535
1,377 1,551
* The Company’s incremental borrowing rate applied to the lease liability as at 31 December 2024 was 5.3 per cent (2023: 5.2 per cent).
^ Amounts owed to subsidiary undertakings are interest free and repayable on demand.
The maturity analysis of the lease liability is as follows:
2024
€’000
2023
€’000
Year 1 215 151
Year 2 212 195
Year 3 141 201
Year 4 191 140
Year 5 201 191
After year 5 601 808
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8. Deferred Taxation
Recognised Deferred Tax (Assets) and Liabilities
Assets
2024
€’000
Liabilities
2024
€’000
Net (assets)/
liabilities
2024
€’000
Assets
2023
€’000
Liabilities
2023
€’000
Net (assets)/
liabilities
2023
€’000
Other items – 31 31 – 16 16
Balance
1 Jan 24
€’000
Recognised in
income
€’000
Recognised
in other
comprehensive
income
€’000
Foreign
exchange
retranslation
€’000
Arising on
acquisitions
€’000
Balance
31 Dec 24
€’000
Other items 16 15 – – – 31
Balance
1 Jan 23
€’000
Recognised in
income
€’000
Recognised
in other
comprehensive
income
€’000
Foreign
exchange
retranslation
€’000
Arising on
acquisitions
€’000
Balance
31 Dec 23
€’000
Other items (17) 33 – – – 16
9. Pension Commitments
A defined benefit scheme and defined contribution pension schemes are operated by the Company and the assets of the schemes are held in
separate trustee administered funds.
The actuarial reports are not available for public inspection.
IAS 19 – Employee Benefits
An actuarial valuation was updated to 31 December 2024 by a qualified independent actuary.
Financial Assumptions
The financial assumptions used to calculate the retirement benefit liabilities under IAS 19 were as follows:
At 31 Dec 2024
Company scheme
At 31 Dec 2023
Company scheme
Valuation Method Projected Unit Projected Unit
Rate of increase of pensions in payment – –
Discount rate 3.45% 3.15%
Inflation rate increase 1.85% 2.05%
The Company’s obligations to the scheme at the end of 2024 and 2023 were limited to providing a pension to an executive who retired in 2009 on
a fixed pension.
Year ended 31 December
Assets Liabilities Net asset/(deficit)
2024
€’000
2023
€’000
2024
€’000
2023
€’000
2024
€’000
2023
€’000
At 1 January 927 939 (927) (939) – –
Interest income on plan assets 28 33 – – 28 33
Benefit payments (76) (76) 76 76 – –
Interest cost on scheme liabilities – – (28) (33) (28) (33)
Remeasurement (losses)/gains (38) 31 38 (31) – –
At 31 December 841 927 (841) (927) – –
Related deferred tax asset (net) – –
Net pension liability – –
No contributions are expected to be paid to the Company’s defined benefit scheme in 2024 (2023: €Nil).
Notes to the Company Financial Statements continued
200
Grafton Group plc

10. Share Capital and Share Premium
Details of equity share capital and share premium are set out below and in Note 18 to the Group Financial Statements.
Issue Price Number of Shares
2024
Nominal Value
€’000
2023
Nominal Value
€’000
Issued and fully paid:
Ordinary shares
At 1 January 206,060,972 10,303 11,195
Issued under UK SAYE scheme* 48,147 2 16
2021 Long Term Incentive Plan
April 2021 LTIP Awards 24,686 1 19
Share Buyback
Share Buyback – Programme 2 – – (330)
Share Buyback – Programme 3 – – (300)
Share Buyback – Programme 4 (5,520,921) (276) (278)
Share Buyback – Programme 5 (2,810,108) (140) –
Share Buyback – LTIP Awards – – (19)
At 31 December 197,802,776 9,890 10,303
Total nominal share capital issued 9,890 10,303
* Refer to Note 31 to the Group Financial Statements which outlines the issue price of the SAYE Schemes.
Share Premium
Company
2024
€’000
2023
€’000
At 1 January 315,955 313,786
Premium on issue of shares under UK SAYE scheme 332 2,169
At 31 December 316,287 315,955
11. Share-Based Payments
Details of Share-Based Payments are set out in Note 31 of the Group Financial Statements.
12. Related Party Transactions
The principal related party transactions that require disclosure under IAS 24: Related Party Disclosures relate to subsidiaries and post-
employment benefit plans.
Subsidiaries
The consolidated accounts of the Company and its subsidiaries include the following transactions that have been eliminated on consolidation:
• Management charges made by the Company to its subsidiaries of €8.1 million (2023: €8.0 million) for the year ended 31 December 2024;
• Loans, which are repayable on demand, were granted to and by the Company to its subsidiaries; and
• Dividend income in the year of €361.8 million (2023: €286.6 million) was received from Group subsidiary companies.
Post-Employment Benefit Plans
Pension commitments to existing and former employees under defined benefit pension scheme arrangements are disclosed in Note 9 to the
Company Financial Statements.
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13. Principal Operating Subsidiaries
The principal operating subsidiaries operating in Ireland are:
Name of Company Nature of Business Registered Office
Chadwicks Group Limited Building materials distribution c/o Grafton Group plc, The Hive, Carmanhall Road, Sandyford
Business Park, Dublin 18, D18 Y2C9
Woodie’s DIY Limited DIY, home and garden retailing c/o Grafton Group plc, The Hive, Carmanhall Road, Sandyford
Business Park, Dublin 18, D18 Y2C9
The Company owns 100 per cent of the share capital of its principal operating subsidiary undertakings operating in Ireland.
The principal operating subsidiaries operating in the United Kingdom are:
Name of Company Nature of Business Registered Office
Macnaughton Blair Limited Building materials distribution 10 Falcon Road, Belfast, BT12 6RD, Northern Ireland
Selco Trade Centres Limited Building materials distribution First Floor, Boundary House, 2 Wythall Green Way, Wythall,
Birmingham, United Kingdom, B47 6LW
LSDM Limited Building materials distribution Ground Floor, Boundary House 2 Wythall Green Way, Wythall,
Birmingham, United Kingdom, B47 6LW
CPI Mortars Limited Mortar manufacturing Ground Floor, Boundary House 2 Wythall Green Way, Wythall,
Birmingham, United Kingdom, B47 6LW
TG Lynes Limited Building materials distribution Ground Floor, Boundary House 2 Wythall Green Way, Wythall,
Birmingham, United Kingdom, B47 6LW
AVC (Stairbox) Limited Wooden staircase
manufacturing
Ground Floor, Boundary House 2 Wythall Green Way, Wythall,
Birmingham, United Kingdom, B47 6LW
The Company owns 100 per cent of the share capital of its principal subsidiary undertakings operating in the UK.
The principal operating subsidiaries in the Netherlands are:
Name of Company Nature of Business Registered Office
Isero B.V. Ironmongery, tools and fixings
distribution
Dirk Verheulweg 3, 2742 JR, Waddinxveen, The Netherlands
Gunters en Meuser B.V. Ironmongery, tools and fixings
distribution
Egelantiersgracht 2-6, 1015 RL Amsterdam, the Netherlands
Polvo B.V. Ironmongery, tools and fixings
distribution
Tradeboulevard 5 a, 4761RL Zevenbergen, the Netherlands
GKL Ventilatie Techniek B.V. Ventilation systems Touwbaan 1 H, 2352CZ Leiderdorp
The Company owns 100 per cent of the share capital of its principal subsidiary undertakings operating in the Netherlands.
The principal operating subsidiaries in Finland are:
Name of Company Nature of Business Registered Office
IKH Oy Technical trades distribution Keskustie 26, 61850 Kauhajoki, Finland
IKH Retail Oy Technical trades distribution Keskustie 26, 61850 Kauhajoki, Finland
The Company owns 100 per cent of the share capital of its principal subsidiary undertakings operating in Finland.
The principal operating subsidiary in Spain is:
Name of Company Nature of Business Registered Office
Salvador Escoda HVAC distribution Carrer de Nàpols, 249, L’Eixample, 08013 Barcelona, Spain
The Company owns 100 per cent of the share capital of its principal subsidiary undertaking operating in Spain.
Notes to the Company Financial Statements continued
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Grafton Group plc

14. Section 357 Guarantees
Each of the following Irish registered subsidiaries of the Company, whose registered office is c/o Grafton Group plc, The Hive, Carmanhall Road,
Sandyford Business Park, Dublin 18, D18 Y2C9 (company number: 8149) may avail of the exemption from filing its statutory financial statements
for the year ended 31 December 2024 as permitted by section 357 of the Companies Act 2014 and, if any these Irish registered subsidiaries of
the Company elects to avail of this exemption, there will be in force an irrevocable guarantee from the Company in respect of all commitments
entered into by such wholly-owned subsidiary, including amounts shown as liabilities (within the meaning of section 357 (1) (b) of the Companies
Act 2014) in such wholly-owned subsidiary’s statutory financial statements for the year ended 31 December 2024:
Athina Limited, Atlantic DIY Limited, Beralt Developments Limited, Cardston Properties Limited, Chadwicks Group Limited, Chadwicks Holdings
Limited, Chadwicks Limited, Cheshunt Unlimited Company, Cork Builders Providers Limited, CPI Limited, Daly Brothers (North-East) Limited,
Davies Limited, Deltana Limited, Denningco Limited, Eddie’s Hardware Limited, F & T Buckley (Holdings) Unlimited Company, Garvey Builders
Providers Unlimited Company, Grafton Group European Holdings Limited, Grafton Group Finance plc, Grafton Group Management Services
Limited, Grafton Group Investments Unlimited Company, Grafton Group Holdings Unlimited Company, Grafton Group Secretarial Services
Limited, Grafton Group Treasury Limited, Haylen Investments Limited, Heiton Buckley Limited, Heiton Group plc, Jarkin Properties Limited, Jarsen
Distribution Limited, Lacombe Properties Limited, Market Hardware Unlimited Company, Paddy Power (Kilbarry) Unlimited Company, Panelling
Centre Limited, Plumbland Limited, Powlett Properties Limited, Resadale Properties Limited, Rooneys Homevalue Limited, Sam Hire Holdings
Unlimited Company, Sitetech Building Products Limited, Stettler Properties Limited, Telford Group Limited, Telfords (Portlaoise) Limited, Tiska
Limited, Titanium Limited, Topez Limited, W & S Timber Components Unlimited Company, Weeksbury Limited, Woodies DIY (Irl) Limited and
Woodie’s DIY Limited.
15. Other Guarantees
The Company has declared and assumes joint and several liability for any obligations arising from the legal acts of Grafton Holding Netherlands
BV, Isero B.V., Gunters en Meuser B.V., Polvo B.V., Polvo Real Estate B.V., GKL Ventilatie Techniek B.V. and Regts B.V., in accordance with article
2:403 paragraph (f) of the Dutch Civil Code and such declarations will be filed at the Dutch commercial register (Kamer van Koophandel) in
accordance with article 2:403 paragraph (g).
The Company has given guarantees in respect of the bank borrowings of subsidiary undertakings which amounted to €229.3 million at the
balance sheet date. The guarantee is over bank debt of €69.3 million and US senior notes of €160.0 million. The Company has also guaranteed
certain property lease obligations of subsidiary undertakings.
16. Approval of Financial Statements
The Board of Directors approved the Company Financial Statements in respect of the year ended 31 December 2024 on 5 March 2025.
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Alternative Performance Measures
Certain financial information set out in this consolidated year end financial statements is not defined under International Financial Reporting
Standards (“IFRS”). These key Alternative Performance Measures (“APMs”) represent additional measures in assessing performance and
for reporting both internally and to shareholders and other external users. The Group believes that the presentation of these APMs provides
useful supplemental information which, when viewed in conjunction with IFRS financial information, provides readers with a more meaningful
understanding of the underlying financial and operating performance of the Group.
None of these APMs should be considered as an alternative to financial measures drawn up in accordance with IFRS.
The key Alternative Performance Measures (“APMs”) of the Group are set out below. As amounts are reflected in £’m some immaterial rounding
differences may arise. Numbers that refer to 2023 are available in the 2023 Annual Report.
The term “Adjusted” means before exceptional items and acquisition related items. These items do not relate to the underlying operating
performance of the business and therefore to enhance comparability between reporting periods and businesses, management do not take these
items into account when assessing the underlying profitability of the Group.
Acquisition related items comprise deferred consideration payments relating to the retention of former owners of businesses acquired,
transaction costs and expenses, professional fees for new and target acquisitions, adjustments to previously estimated earn outs, impairment
charges related to intangible assets recognised on acquisition of businesses and goodwill impairment charges. Customer relationships,
technology and brands amortisation, the impact of unwinding acquisition related deferred consideration to present value and any associated tax
are considered by management to form part of the total spend on acquisitions or are non-cash items resulting from acquisitions and therefore are
also included as adjusting items.
APM Description
Adjusted Operating Profit/EBITA Profit before amortisation of intangible assets arising on acquisitions, acquisition related items, exceptional
items, net finance expense and income tax expense.
Adjusted Operating Profit/EBITA
Before Property Profit
Profit before profit on the disposal of Group properties, amortisation of intangible assets arising on
acquisitions, acquisition related items, exceptional items, net finance expense and income tax expense.
Adjusted Operating Profit/EBITA
Margin Before Property Profit
Adjusted operating profit/EBITA before property profit as a percentage of revenue.
Adjusted Profit Before Tax Profit before amortisation of intangible assets arising on acquisitions, acquisition related items, exceptional
items and income tax expense.
Adjusted Profit After Tax Profit before amortisation of intangible assets arising on acquisitions, acquisition related items and
exceptional items but after deducting the income tax expense.
Capital Turn Revenue for the previous 12 months divided by average capital employed (where capital employed is the
sum of total equity and net debt at each period end).
Constant Currency Constant currency reporting is used by the Group to eliminate the translational effect of foreign exchange
on the Group’s results. To arrive at the constant currency change, the results for the prior period are
retranslated using the average exchange rates for the current period and compared to the current period
reported numbers.
Dividend Cover Group earnings per share divided by the total dividend per share for the Group.
EBITDA Earnings before exceptional items, acquisition related items, net finance expense, income tax expense,
depreciation and intangible assets amortisation. EBITDA (rolling 12 months) is EBITDA for the previous
12 months.
Supplementary Financial Information
Not covered by Independent Auditors’ Report
204
Grafton Group plc

APM Description
EBITDA Interest Cover EBITDA divided by net bank/loan note interest.
Free Cash Conversion Free cash flow as a percentage of adjusted operating profit.
Free Cash Flow Cash generated from operations less replacement capital expenditure (net of disposal proceeds), less
interest paid (net), income taxes paid and payment of lease liabilities. In the current year the definition has
been refined to also deduct payment of deferred acquisition consideration, and the prior year has been
restated to reflect this.
Gearing The Group net (cash)/debt divided by the total equity attributable to owners of the Parent times 100,
expressed as a percentage.
Like-for-like Revenue Like-for-like revenue is a measure of underlying revenue performance for a selected period.
Branches contribute to like-for-like revenue once they have been trading for more than twelve months.
Acquisitions contribute to like-for-like revenue once they have been part of the Group for more than 12
months. When branches close, or where a business is disposed of, revenue from the date of closure,
for a period of 12 months, is excluded from the prior year result.
Liquidity The Group’s accessible cash, including any undrawn revolving bank facilities.
Net (Debt)/Cash Net (debt)/cash comprises current and non-current interest-bearing loans and borrowings, lease liabilities,
fixed term cash deposits, cash and cash equivalents and current and non-current derivative financial
instruments (net).
Operating Profit/EBIT Margin Profit before net finance expense and income tax expense as a percentage of revenue.
Adjusted Return on
Capital Employed
Adjusted operating profit divided by average capital employed (where capital employed is the sum of total
equity and net debt at each period end) times 100.
Adjusted Earnings Per Share A measure of underlying profitability of the Group. Adjusted profit after tax is divided by the weighted
average number of Grafton Units in issue, excluding treasury shares.
Adjusted Operating Profit/EBITA Before Property Profit
2024
£’m
2023
£’m
Revenue 2,282.3 2,319.2
Operating profit 152.6 183.1
Property (profit) (4.0) (1.3)
Acquisition related items 4.6 2.7
Amortisation of intangible assets arising on acquisitions 20.3 19.7
Adjusted operating profit/EBITA before property profit 173.5 204.2
Adjusted operating profit/EBITA margin before property profit 7.6% 8.8%
Operating Profit/EBIT Margin
2024
£’m
2023
£’m
Revenue 2,282.3 2,319.2
Operating profit 152.6 183.1
Operating profit/EBIT margin 6.7% 7.9%
Adjusted Operating Profit/EBITA & Margin
2024
£’m
2023
£’m
Operating profit 152.6 183.1
Acquisition related items 4.6 2.7
Amortisation of intangible assets arising on acquisitions 20.3 19.7
Adjusted operating profit/EBITA 177.5 205.5
Adjusted operating profit/EBITA margin 7.8% 8.9%
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Adjusted Profit Before Tax
2024
£’m
2023
£’m
Profit before tax 152.5 183.5
Acquisition related items 4.6 2.7
Amortisation of intangible assets arising on acquisitions 20.3 19.7
Unwinding of discount applicable to deferred consideration 1.5 –
Adjusted profit before tax 178.9 205.9
Adjusted Profit After Tax
2024
£’m
2023
£’m
Profit after tax for the financial year 122.0 148.7
Acquisition related items 4.6 2.7
Tax on acquisition related items – (0.2)
Amortisation of intangible assets arising on acquisitions 20.3 19.7
Tax on amortisation of intangible assets arising on acquisitions (4.6) (4.4)
Unwinding of discount applicable to deferred consideration 1.5 –
Adjusted profit after tax 143.8 166.5
Capital Turn
2024
£’m
2023
£’m
Revenue 2,282.3 2,319.2
Average capital employed 1,716.5 1,720.9
Capital turn – times 1.3 1.3
Dividend Cover
2024
£’m
2023
£’m
Group adjusted EPS – basic (pence) 71.78 77.88
Group dividend (pence) 37.0 36.0
Group dividend cover – times 1.9 2.2
Reconciliation of Profit to EBITDA
2024
£’m
2023
£’m
Profit after tax for the financial year 122.0 148.7
Acquisition related items 4.6 2.7
Net finance expense/(income) 0.1 (0.4)
Income tax expense 30.5 34.8
Depreciation 112.4 104.7
Intangible asset amortisation 22.3 21.3
EBITDA 292.0 311.8
Supplementary Financial Information continued
Not covered by Independent Auditors’ Report
206
Grafton Group plc

EBITDA Interest Cover
2024
£’m
2023
£’m
EBITDA 292.0 311.8
Net bank/loan note interest including interest on lease liabilities (0.1) (0.3)
EBITDA interest cover – times N/A N/A
EBITDA Interest Cover (excluding interest on lease liabilities)
2024
£’m
2023
£’m
EBITDA 292.0 311.8
Net bank/loan note interest excluding interest on lease liabilities (15.1) (15.9)
EBITDA interest cover – times N/A N/A
Free Cash Flow
2024
£’m
2023
£’m
Cash generated from operations 298.3 334.3
Replacement capital expenditure (23.9) (27.4)
Proceeds on sale of property, plant and equipment 1.3 1.4
Proceeds on sale of properties held for sale/investment properties 4.4 2.2
Interest received 23.4 24.2
Interest paid (22.5) (23.1)
Payment of lease liabilities (71.6) (67.7)
Deferred acquisition consideration paid (2.1) (2.6)
Income taxes paid (29.0) (38.4)
Free cash flow 178.2 203.0
Free Cash Conversion
2024
£’m
2023
£’m
Free cash flow 178.2 203.0
Adjusted operating profit 177.5 205.5
Free cash conversion 100% 99%
Gearing
2024
£’m
2023
£’m
Total equity attributable to owners of the Parent 1,596.2 1,655.8
Group net debt 131.7 49.3
Gearing 8.2% 3.0%
Liquidity
2024
£’m
2023
£’m
Cash and cash equivalents 359.4 383.9
Fixed term cash deposits 150.0 200.0
Less: cash held against letter of credit (4.0) (4.0)
Accessible cash 505.4 579.9
Undrawn revolving bank facilities 270.8 269.7
Liquidity 776.2 849.6
207
Annual Report and Accounts 2024
Corporate
Governance
Sustainability
Statement
Financial
Statements
Supplementary
Information
Strategic
Report

Cash Outflow on Dividends and Share Buyback, excluding transaction costs
2024
£’m
2023
£’m
Dividend payment 73.2 72.6
Purchase of treasury shares, excluding transaction costs 80.9 159.1
Exclude LTIP share purchase – (3.4)
Cash outflow on dividends and share buyback, excluding transaction costs 154.1 228.3
Like for like revenue
2024
£’m
2023
£’m
2023/2022 revenue 2,319.2 2,301.5
Organic growth (52.5) (32.3)
Organic growth – new branches 5.5 11.3
Total organic growth (47.0) (21.0)
Acquisitions 47.2 12.1
Foreign exchange (37.1) 26.6
2024/2023 revenue 2,282.3 2,319.2
Like-for-like movement (organic growth, excluding new branches, as % prior year revenue) (2.3%) (1.4%)
Net (Debt)
2024
£’m
2023
£’m
Cash and cash equivalents 359.4 383.9
Bank overdrafts (8.4) –
Interest-bearing loans (non-current) (188.4) (204.2)
Interest-bearing loans (current) (40.6) –
Lease liabilities (non-current) (331.6) (364.1)
Lease liabilities (current) (72.2) (64.9)
Derivatives (0.0) (0.0)
Fixed term cash deposits 150.0 200.0
Net (Debt) (131.7) (49.3)
Net Debt to EBITDA
2024
£’m
2023
£’m
EBITDA 292.0 311.8
Net debt 131.7 49.3
Net debt to EBITDA – times 0.45 0.16
Supplementary Financial Information continued
Not covered by Independent Auditors’ Report
208
Grafton Group plc

Adjusted Return on Capital Employed
2024
£’m
2023
£’m
Operating profit 152.6 183.1
Acquisition related items 4.6 2.7
Amortisation of intangible assets arising on acquisitions 20.3 19.7
Adjusted operating profit 177.5 205.5
Total equity – current period end 1,596.2 1,655.8
Net debt – current period end 131.7 49.3
Capital employed – current period end 1,727.9 1,705.1
Total equity – prior period end 1,655.8 1,745.6
Net debt/(cash) – prior period end 49.3 (8.9)
Capital employed – prior period end 1,705.1 1,736.7
Average capital employed 1,716.5 1,720.9
Adjusted return on capital employed 10.3% 11.9%
Net cash – Before leases
2024
£’m
2023
£’m
Net (debt) – after leases (131.7) (49.3)
Lease liability 403.7 429.0
Net cash – before leases 272.1 379.7
Technical Guidance for 2025 Financial Year (unaudited)
Interest costs: c. £9-£10 million but dependent on rate of reduction of interest rates by Central Banks
together with impact of corporate development activity.
Effective tax rate: c. 20.4% and trend likely to be upwards toward 21.5% in subsequent years.
Depreciation and asset amortisation (pre-IFRS 16): c. £50 million.
Depreciation and amortisation including right of use
assets (leases) and acquired intangibles: c. £150 million.
Gross replacement capital expenditure: c. £30 - £35 million.
Organic development capital expenditure: c. £30 million.
209
Annual Report and Accounts 2024
Corporate
Governance
Sustainability
Statement
Financial
Statements
Supplementary
Information
Strategic
Report

Grafton Group plc Financial History
– 2004 to 2024*
* The summary financial information is stated under IFRS. The financial years 2019-2024 are presented as the post-IFRS 16 reported balances.
** Excluding net debt/(cash).
*** Before amortisation of intangible assets arising on acquisitions, exceptional items and acquisition related items in 2021, 2022, 2023 and 2024. Before amortisation of
intangible assets arising on acquisitions in 2020 and exceptional items. Before amortisation of intangible assets arising on acquisitions in 2019. Before amortisation of
intangible assets arising on acquisitions and profit/(loss) on disposal of Group businesses in 2018. Before amortisation of intangible assets arising on acquisitions in 2017.
Before exceptional items and amortisation of intangible assets arising on acquisitions in 2016. Before pension credit, asset impairment and amortisation of intangible assets
arising on acquisitions in 2015 (restated).
Group Income Statements
2024
£’m
2023
£’m
2022
£’m
2021
£’m
2020
£’m
2019
£’m
2018
£’m
2017
£’m
2016
£’m
2015
£’m
2014
£’m
2013
£’m
2012
£’m
2011
£’m
2010
£’m
2009
£’m
2008
£’m
2007
£’m
2006
£’m
2005
£’m
2004
£’m
Revenue 2,282.3 2,319.2 2,301.5 2,109.9 2,509.1 2,672.3 2,952.7 2,715.8 2,507.3 2,212.0 2,081.7 1,899.8 1,760.8 1,782.5 1,719.4 1,763.8 2,128.5 2,193.3 2,000.0 1,798.1 1,270.5
Operating profit 173.5 204.2 260.5 271.2 190.7 197.9 189.6 160.9 137.1 121.5 110.1 77.2 59.1 47.5 41.5 21.3 92.7 180.4 165.4 146.2 109.3
Operating margin % 7.6% 8.8% 11.3% 12.9% 7.6% 7.4% 6.4% 5.9% 5.5% 5.5% 5.3% 4.1% 3.4% 2.7% 2.4% 1.2% 4.4% 8.2% 8.3% 8.1% 8.6%
Restructuring (costs)/credit – – – – (24.7) 0.0 (1.9) 0.0 (19.7) – – 2.8 (21.2) (27.8) (13.2) (17.0) (13.7) – – – –
Intangible amortisation
on acquisitions & acquisition related items (24.9) (22.4) (21.6) (18.8) (8.9) (7.0) (5.1) (2.8) (2.2) (0.5) – – – – – – – – – – –
Property profit 4.0 1.3 25.4 16.7 2.6 6.9 4.9 2.7 4.9 6.7 – – – – – – – 5.0 25.9 6.6 5.1
Net finance (expense)/income (0.1) 0.4 (12.6) (19.4) (26.9) (25.1) (6.1) (6.4) (5.9) (7.9) (8.9) (12.3) (12.9) (10.8) (6.4) 7.8 (28.0) (24.0) (21.4) (21.4) (15.5)
Profit before taxation 152.5 183.5 251.7 249.8 132.7 172.6 181.3 154.5 114.2 120.3 101.2 67.7 25.0 8.9 21.9 12.1 51.0 161.4 169.9 131.4 98.9
Taxation (30.5) (34.8) (43.1) (43.0) (25.2) (28.7) (30.9) (26.6) (21.1) (23.8) (21.2) (5.6) 6.6 (6.7) 33.0 (0.2) (5.1) (21.0) (22.0) (17.8) (13.5)
Profit after taxation 122.0 148.7 208.6 206.8 107.5 143.9 150.4 127.8 93.1 96.5 80.0 62.1 31.6 2.2 54.9 11.9 45.9 140.4 147.9 113.6 85.4
Group Balance Sheets
2024
£’m
2023
£’m
2022
£’m
2021
£’m
2020
£’m
2019
£’m
2018
£’m
2017
£’m
2016
£’m
2015
£’m
2014
£’m
2013
£’m
2012
£’m
2011
£’m
2010
£’m
2009
£’m
2008
£’m
2007
£’m
2006
£’m
2005
£’m
2004
£’m
Capital employed
Goodwill and intangibles 769.2 784.0 789.5 744.1 820.0 761.1 726.0 646.1 610.8 554.2 485.9 481.0 476.2 474.9 479.7 489.3 516.0 448.7 400.3 375.4 174.2
Property, plant and equipment and ROU Asset 745.1 768.6 774.5 740.6 999.5 1,023.2 521.6 504.4 461.7 430.1 423.4 413.4 458.3 471.9 489.6 537.1 603.2 516.1 460.8 427.1 286.4
Financial assets 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.2 0.1 3.4 3.5 0.2 0.6 0.3 0.2 33.2
Net current assets** 253.0 204.1 224.7 142.3 100.3 173.6 161.7 136.3 141.5 149.6 112.8 136.5 133.7 121.2 122.2 122.6 193.0 256.9 225.4 207.8 137.6
Other net non-current liabilities (39.5) (51.7) (52.1) (46.5) (97.9) (61.5) (59.8) (49.4) (52.6) (31.3) (40.6) (23.0) (85.9) (58.4) (22.8) (56.4) (69.9) (35.7) (35.8) (52.4) (35.8)
1,727.9 1,705.1 1,736.7 1,580.6 1,822.0 1,896.5 1,349.6 1,237.5 1,161.5 1,102.7 981.6 1,008.0 982.5 1,009.7 1,072.1 1,096.1 1,242.5 1,186.6 1,051.0 958.1 595.6
Financed as follows:
Shareholders’ equity 1,596.2 1,655.8 1,745.6 1,719.6 1,467.0 1,362.7 1,296.5 1,174.6 1,062.1 985.7 902.3 870.3 813.5 821.0 852.5 809.7 827.6 783.0 681.1 557.7 349.4
Non-controlling interest – – – – – – – – 3.1 3.4 4.0 4.0 4.1 – – – – – – – –
Net debt/(cash) 131.7 49.3 (8.9) (139.0) 355.0 533.8 53.1 62.9 96.3 113.6 75.3 133.7 164.9 188.7 219.6 286.4 414.9 403.6 369.9 400.4 246.2
1,727.9 1,705.1 1,736.7 1,580.6 1,822.0 1,896.5 1,349.6 1,237.5 1,161.5 1,102.7 981.6 1,008.0 982.5 1,009.7 1,072.1 1,096.1 1,242.5 1,186.6 1,051.0 958.1 595.6
Other Information
Net (cash)/debt pre-IFRS 16 (272.1) (379.7) (458.2) (588.0) (181.9) (7.8) 53.1 62.9 96.3 113.6 75.3 133.7 164.9 188.7 219.6 286.4 414.9 403.6 369.9 400.4 246.2
Acquisitions & investments 109.6 27.9 46.0 123.3 47.5 92.6 73.8 40.4 11.9 98.6 33.1 5.9 17.6 11.1 2.1 6.1 22.4 61.0 59.4 326.7 60.2
Purchase of fixed assets and investment
in intangible assets 46.8 52.8 57.8 43.6 35.2 52.4 73.6 81.4 60.4 51.6 46.9 24.7 23.0 30.6 8.2 11.0 62.6 71.7 84.8 68.8 60.3
156.4 80.7 103.8 166.9 82.7 145.0 147.4 121.8 72.3 150.2 80.0 30.6 40.6 41.7 10.3 17.1 85.0 132.7 144.2 395.5 120.5
Depreciation and intangible amortisation 134.7 126.0 114.6 115.1 121.4 114.8 49.0 43.5 38.1 33.1 32.5 31.5 33.9 37.1 40.1 44.7 45.0 40.4 37.8 34.5 23.5
Financial Highlights 2024 2023 2022 2021 2020 2019 2018 2017 2016 2015 2014 2013 2012‡ 2011 2010 2009 2008 2007 2006 2005 2004
Adjusted EPS*** (pence) 71.8 77.9 96.6 93.0 56.7 62.8 66.0 54.9 47.7 41.2 34.4 22.3 15.1 13.4 15.9 4.8 25.6 57.7 53.2 46.4 38.1
Dividend/share purchase per share (pence) 37.0 36.0 33.0 30.5 14.5 19.0 18.0 15.5 13.8 12.5 10.8 8.5 7.0 6.5 6.0 4.5 11.9 15.1 12.8 10.8 8.8
Cash flow per share (pence) 128.1 128.5 138.4 134.5 96.0 108.8 83.9 72.4 64.0 54.9 48.4 39.5 29.9 24.9 44.8 26.6 39.6 74.1 68.4 60.4 49.1
Net assets per share (pence) 809.0 805.5 781.4 717.8 613.7 573.0 545.3 495.0 449.5 419.0 387.9 374.4 350.6 354.1 368.5 351.0 359.5 341.2 284.7 234.9 163.7
Underlying EBITDA interest cover (times) N/A N/A 32.2 18.0 11.9 12.1 48.0 48.4 37.9 27.3 19.4 11.0 8.6 6.4 10.0 5.6 4.5 8.2 10.2 9.4 9.9
Dividend/share purchase cover 1.9 2.2 2.9 3.0 3.9 3.3 3.7 3.5 3.5 3.3 3.2 2.6 2.2 2.1 2.6 1.1 2.1 3.8 4.2 4.3 4.3
Net debt to shareholders’ funds 8% 3% (1%) (8%) 24% 39% 4% 5% 9% 12% 8% 15% 20% 23% 26% 35% 50% 52% 54% 72% 70%
ROCE 10.3% 11.9% 17.2% 19.4% 10.4% 10.8% 15.0% 13.6% 12.5% 12.2% 11.1% 7.8% 6.1% 4.6% 3.8% 1.8% 7.6% 16.1% 16.5% 18.8% 19.3%
210
Grafton Group plc

Group Income Statements
2024
£’m
2023
£’m
2022
£’m
2021
£’m
2020
£’m
2019
£’m
2018
£’m
2017
£’m
2016
£’m
2015
£’m
2014
£’m
2013
£’m
2012
£’m
2011
£’m
2010
£’m
2009
£’m
2008
£’m
2007
£’m
2006
£’m
2005
£’m
2004
£’m
Revenue 2,282.3 2,319.2 2,301.5 2,109.9 2,509.1 2,672.3 2,952.7 2,715.8 2,507.3 2,212.0 2,081.7 1,899.8 1,760.8 1,782.5 1,719.4 1,763.8 2,128.5 2,193.3 2,000.0 1,798.1 1,270.5
Operating profit 173.5 204.2 260.5 271.2 190.7 197.9 189.6 160.9 137.1 121.5 110.1 77.2 59.1 47.5 41.5 21.3 92.7 180.4 165.4 146.2 109.3
Operating margin % 7.6% 8.8% 11.3% 12.9% 7.6% 7.4% 6.4% 5.9% 5.5% 5.5% 5.3% 4.1% 3.4% 2.7% 2.4% 1.2% 4.4% 8.2% 8.3% 8.1% 8.6%
Restructuring (costs)/credit – – – – (24.7) 0.0 (1.9) 0.0 (19.7) – – 2.8 (21.2) (27.8) (13.2) (17.0) (13.7) – – – –
Intangible amortisation
on acquisitions & acquisition related items (24.9) (22.4) (21.6) (18.8) (8.9) (7.0) (5.1) (2.8) (2.2) (0.5) – – – – – – – – – – –
Property profit 4.0 1.3 25.4 16.7 2.6 6.9 4.9 2.7 4.9 6.7 – – – – – – – 5.0 25.9 6.6 5.1
Net finance (expense)/income (0.1) 0.4 (12.6) (19.4) (26.9) (25.1) (6.1) (6.4) (5.9) (7.9) (8.9) (12.3) (12.9) (10.8) (6.4) 7.8 (28.0) (24.0) (21.4) (21.4) (15.5)
Profit before taxation 152.5 183.5 251.7 249.8 132.7 172.6 181.3 154.5 114.2 120.3 101.2 67.7 25.0 8.9 21.9 12.1 51.0 161.4 169.9 131.4 98.9
Taxation (30.5) (34.8) (43.1) (43.0) (25.2) (28.7) (30.9) (26.6) (21.1) (23.8) (21.2) (5.6) 6.6 (6.7) 33.0 (0.2) (5.1) (21.0) (22.0) (17.8) (13.5)
Profit after taxation 122.0 148.7 208.6 206.8 107.5 143.9 150.4 127.8 93.1 96.5 80.0 62.1 31.6 2.2 54.9 11.9 45.9 140.4 147.9 113.6 85.4
Group Balance Sheets
2024
£’m
2023
£’m
2022
£’m
2021
£’m
2020
£’m
2019
£’m
2018
£’m
2017
£’m
2016
£’m
2015
£’m
2014
£’m
2013
£’m
2012
£’m
2011
£’m
2010
£’m
2009
£’m
2008
£’m
2007
£’m
2006
£’m
2005
£’m
2004
£’m
Capital employed
Goodwill and intangibles 769.2 784.0 789.5 744.1 820.0 761.1 726.0 646.1 610.8 554.2 485.9 481.0 476.2 474.9 479.7 489.3 516.0 448.7 400.3 375.4 174.2
Property, plant and equipment and ROU Asset 745.1 768.6 774.5 740.6 999.5 1,023.2 521.6 504.4 461.7 430.1 423.4 413.4 458.3 471.9 489.6 537.1 603.2 516.1 460.8 427.1 286.4
Financial assets 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.2 0.1 3.4 3.5 0.2 0.6 0.3 0.2 33.2
Net current assets** 253.0 204.1 224.7 142.3 100.3 173.6 161.7 136.3 141.5 149.6 112.8 136.5 133.7 121.2 122.2 122.6 193.0 256.9 225.4 207.8 137.6
Other net non-current liabilities (39.5) (51.7) (52.1) (46.5) (97.9) (61.5) (59.8) (49.4) (52.6) (31.3) (40.6) (23.0) (85.9) (58.4) (22.8) (56.4) (69.9) (35.7) (35.8) (52.4) (35.8)
1,727.9 1,705.1 1,736.7 1,580.6 1,822.0 1,896.5 1,349.6 1,237.5 1,161.5 1,102.7 981.6 1,008.0 982.5 1,009.7 1,072.1 1,096.1 1,242.5 1,186.6 1,051.0 958.1 595.6
Financed as follows:
Shareholders’ equity 1,596.2 1,655.8 1,745.6 1,719.6 1,467.0 1,362.7 1,296.5 1,174.6 1,062.1 985.7 902.3 870.3 813.5 821.0 852.5 809.7 827.6 783.0 681.1 557.7 349.4
Non-controlling interest – – – – – – – – 3.1 3.4 4.0 4.0 4.1 – – – – – – – –
Net debt/(cash) 131.7 49.3 (8.9) (139.0) 355.0 533.8 53.1 62.9 96.3 113.6 75.3 133.7 164.9 188.7 219.6 286.4 414.9 403.6 369.9 400.4 246.2
1,727.9 1,705.1 1,736.7 1,580.6 1,822.0 1,896.5 1,349.6 1,237.5 1,161.5 1,102.7 981.6 1,008.0 982.5 1,009.7 1,072.1 1,096.1 1,242.5 1,186.6 1,051.0 958.1 595.6
Other Information
Net (cash)/debt pre-IFRS 16 (272.1) (379.7) (458.2) (588.0) (181.9) (7.8) 53.1 62.9 96.3 113.6 75.3 133.7 164.9 188.7 219.6 286.4 414.9 403.6 369.9 400.4 246.2
Acquisitions & investments 109.6 27.9 46.0 123.3 47.5 92.6 73.8 40.4 11.9 98.6 33.1 5.9 17.6 11.1 2.1 6.1 22.4 61.0 59.4 326.7 60.2
Purchase of fixed assets and investment
in intangible assets 46.8 52.8 57.8 43.6 35.2 52.4 73.6 81.4 60.4 51.6 46.9 24.7 23.0 30.6 8.2 11.0 62.6 71.7 84.8 68.8 60.3
156.4 80.7 103.8 166.9 82.7 145.0 147.4 121.8 72.3 150.2 80.0 30.6 40.6 41.7 10.3 17.1 85.0 132.7 144.2 395.5 120.5
Depreciation and intangible amortisation 134.7 126.0 114.6 115.1 121.4 114.8 49.0 43.5 38.1 33.1 32.5 31.5 33.9 37.1 40.1 44.7 45.0 40.4 37.8 34.5 23.5
Financial Highlights 2024 2023 2022 2021 2020 2019 2018 2017 2016 2015 2014 2013 2012‡ 2011 2010 2009 2008 2007 2006 2005 2004
Adjusted EPS*** (pence) 71.8 77.9 96.6 93.0 56.7 62.8 66.0 54.9 47.7 41.2 34.4 22.3 15.1 13.4 15.9 4.8 25.6 57.7 53.2 46.4 38.1
Dividend/share purchase per share (pence) 37.0 36.0 33.0 30.5 14.5 19.0 18.0 15.5 13.8 12.5 10.8 8.5 7.0 6.5 6.0 4.5 11.9 15.1 12.8 10.8 8.8
Cash flow per share (pence) 128.1 128.5 138.4 134.5 96.0 108.8 83.9 72.4 64.0 54.9 48.4 39.5 29.9 24.9 44.8 26.6 39.6 74.1 68.4 60.4 49.1
Net assets per share (pence) 809.0 805.5 781.4 717.8 613.7 573.0 545.3 495.0 449.5 419.0 387.9 374.4 350.6 354.1 368.5 351.0 359.5 341.2 284.7 234.9 163.7
Underlying EBITDA interest cover (times) N/A N/A 32.2 18.0 11.9 12.1 48.0 48.4 37.9 27.3 19.4 11.0 8.6 6.4 10.0 5.6 4.5 8.2 10.2 9.4 9.9
Dividend/share purchase cover 1.9 2.2 2.9 3.0 3.9 3.3 3.7 3.5 3.5 3.3 3.2 2.6 2.2 2.1 2.6 1.1 2.1 3.8 4.2 4.3 4.3
Net debt to shareholders’ funds 8% 3% (1%) (8%) 24% 39% 4% 5% 9% 12% 8% 15% 20% 23% 26% 35% 50% 52% 54% 72% 70%
ROCE 10.3% 11.9% 17.2% 19.4% 10.4% 10.8% 15.0% 13.6% 12.5% 12.2% 11.1% 7.8% 6.1% 4.6% 3.8% 1.8% 7.6% 16.1% 16.5% 18.8% 19.3%
211
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Corporate
Governance
Sustainability
Statement
Financial
Statements
Supplementary
Information
Strategic
Report

Corporate Information
Corporate & Registered Office The Hive
Carmanhall Road
Sandyford Business Park
Dublin 18, D18 Y2C9
Phone: +353 (0)1 216 0600
Email: email@graftonplc.com
www.graftonplc.com
Registrars MUFG Corporate Markets
PO Box 7117, Dublin 2, Ireland
Phone: +353 (0)1 553 0050
Email: enquiriesIreland@cm.mpms.mufg.com
www.mpms.mufg.com
Solicitors Arthur Cox, Dublin & Belfast
A&L Goodbody, Dublin
Squire Patton Boggs, London
Allen & Overy, Amsterdam
Bankers Bank of Ireland
HSBC Bank plc
ABN AMRO Bank N.V.
Barclays Bank plc
Stockbrokers Goodbody, Dublin
Numis Securities Limited
(trading as Deutsche Numis),
London
Auditors PricewaterhouseCoopers
Company Registration Number 8149
Financial Calendar 2025
Final Results for 2024 6 March 2025
Annual General Meeting 2025 8 May 2025
Half-Year Results for 2025 4 Sept 2025
Final Dividend for 2024
Record date 22 April 2025
Payment date 15 May 2025
Annual General Meeting 2025
The Annual General Meeting of the Company will be held at the Irish Management Institute (IMI), Sandyford Road, Dublin, D16 X8C3, Ireland at
10.30am on Thursday 8 May 2025.
212
Grafton Group plc

Glossary of Terms
AGM Annual General Meeting
APM Alternative Performance Measure
BES 6001 Framework Standard for Responsible Sourcing
bps Basis Points
BU Business Unit
CA14 Companies Act 2014
CBAM Carbon Borders Adjustment Mechanism
CEO Chief Executive Officer
CFO Chief Financial Officer
CGU Cash Generating Unit
CNG Compressed Natural Gas
CO
2
e Carbon Dioxide Equivalent
CPI Consumer Price Index
CRR Corporate Risk Register
CSR Corporate Social Responsibility
CSRD Corporate Sustainability Reporting Directive
DB Schemes Defined Benefit Schemes
EBITA Profit before amortisation of intangible assets arising on acquisitions, acquisition related items, exceptional
items, net finance expense and income tax expense
EBITDA Earnings before exceptional items, acquisition related items, net finance expense, income tax expense,
depreciation and intangible assets amortisation
EEDI Equality, equity, inclusion & diversity
EFRAG European Financial Reporting Advisory Group
EGM Extraordinary General Meeting
EPS Earnings per Share
ERP Enterprise Resource Planning
ESC Executive Sustainability Committee
ESG Environmental, Social, Governance
ESOS The Energy Savings Opportunity Scheme
ESRS European Sustainability Reporting Standards
FRS Financial Reporting Standard
GAAP Generally Accepted Accounting Principles
GDPR EU General Data Protection Regulation
GHG Greenhouse Gas
Grafton Grafton Group plc
GRC Group Risk Committee
HVAC Heating, Ventilation and Air Conditioning
HVO Hydrogenated Vegetable Oil
IAS International Accounting Standards
IAASA Irish Auditing and Accounting Supervisory Authority
IBNR Incurred But Not Reported
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Annual Report and Accounts 2024
Corporate
Governance
Sustainability
Statement
Financial
Statements
Supplementary
Information
Strategic
Report

IFRIC International Financial Reporting Interpretations Committee
IFRS International Financial Reporting Standards
IPCC International Panel on Climate Change
IR Investor Relations
ISAs (Ireland) International Standards on Auditing (Ireland)
ISSC Information Security Steering Committee
KPI Key Performance Indicators
LDI Liability Driven Investment
LSDM Limited Leyland SDM Limited
LTIFR Lost Time Injury Frequency Rate
LTIP Long Term Incentive Plan
LTISR Group Lost Time Injury Severity Rate
OCI Other Comprehensive Income
PDMR Persons Discharging Managerial Responsibilities
PPE Property, Plant & Equipment
RCP Representative Concentration Pathway
Record Date The date on which holders of Grafton Units must be on the Company’s Register of Members at the close of
business to be eligible to receive a dividend payment
RMI Repair, Maintenance and Improvement
ROCE Return on Capital Employed
SBTi Science Based Targets initiative
TCFD Task Force on Climate-related Financial Disclosures
Glossary of Terms continued
214
Grafton Group plc

Notes
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Annual Report and Accounts 2024
Corporate
Governance
Sustainability
Statement
Financial
Statements
Supplementary
Information
Strategic
Report

Notes
216
Grafton Group plc

Grafton Group plc
The Hive, Carmanhall Road
Sandyford Business Park,
Dublin 18, D18 Y2C9
Phone: +353 (0)1 216 0600
Email: email@graftonplc.com
www.graftonplc.com