![]() ### Healthy air, #### Volution Group plc #### Annual Report 2025 ### sustainably ![]() #### Strategic report 01 Highlights 02 Our business at a Glance 04 Investment Case 06 Our Business Model 08 Our Products 10 Our Strategy 12 Chair’s Statement 14 ChiefExecutiveOfficer’sReview 18 InconversationwithourCEOandCFO 20 BusinessReview 32 Stakeholder Engagement 34 Section 172 Statement 36 FinancialReview 40 Key Performance Indicators 44 Risk Management and Principal Risks 54 Sustainability 80 Non-FinancialandSustainabilityInformationStatement #### Governance report 81 Chair’s Introduction to Governance 84 CompliancewiththeCode 85 Board Diversity Dashboard 86 Board of Directors 88 GovernanceFramework 91 Board Engagement 93 Governance Report 99 Nomination Committee Report 102 Audit Committee Report 111 Directors’ Remuneration Report 125 Directors’ Report 128 Directors’ Responsibilities Statement #### Financial statements 129 Independent auditors’ report 136 Consolidated Statement of Comprehensive Income 137 ConsolidatedStatementofFinancialPosition 138 Consolidated Statement of Changes in Equity 139 ConsolidatedStatementofCashFlows 140 NotestotheConsolidatedFinancialStatements 171 ParentCompanyStatementofFinancialPosition 172 Parent Company Statement of Changes in Equity 173 ParentCompanyStatementofCashFlows 174NotestotheParentCompanyFinancialStatements #### Additional information 178 ESG Annex 191 Glossary of Technical Terms 192 Shareholder Information Note: 1 The Group uses some alternative performance measures (APMs) to track and assess the underlying performance of the business; see more details on page 40. 2 Constant currency is abbreviated to ‘cc’. Healthy air, #### sustainably. #### We see purpose and performance as inseparable. ‘Healthy air, sustainably’ is not only our ambition – it is howwe create value for customers, #### communities, the environment #### and shareholders. #### We are closely aligned with #### environmental, health, regulatory #### and consumer developments that #### are reshaping the world’s expectation #### of how we live life indoors. ![]() Revenue growth Adjusted basic earnings per share Adjusted operating cash flow Adjusted operating profit #### Highlights #### Financial #### Highlights #### Non-Financial #### Highlights #### Sustained #### Compounding #### Growth Revenue £m £419.1m (+21.9% at cc2) Organic revenue growth +4.4% (+5.7% at cc2) Adjusted operating profit1 £m £93.4m (+19.7%) Adjusted operating profit margin1 % 22.3% #### (-20bps) Adjusted profit before tax1 £m £83.9m (+18.7%) Reported profit before tax £m £54.5m (-3.7%) Adjusted basic earnings per share1 pence 33.1p (+18.2%) Reported basic earnings per share pence 21.0p (-2.8%) Adjusted operating cash flow1 £m £104.5m (+21.8%) Dividend pence 10.8p (+20.0%) Employee engagement score 75 (FY24: 74) Accident frequency rate 0.17per100,000hoursworked (FY24: 0.20) Sales revenue from low-carbon products 71.2%(77.3%excludingFantech) (FY24: 74.6%) Scope 1 & 2 carbon intensity (location) 12.0tCO 2 e/£m revenue (FY24: 12.8) Recycled plastic used in our products 83.9% (FY24: 78.1%) 12.4% Ten-year CAGR 11.6% Ten-year CAGR 14.2% Ten-year CAGR 12.2% Ten-year CAGR 25242322212019181716 25242322212019181716 25242322212019181716 25242322212019181716 01 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() Volution is a leading supplier of air movement products, catering to primary markets in the UK, Continental Europe and Australasia. We aim to enhance our customers’ experience of ventilation by reducing energy consumption and improving indoor air quality and comfort. Our purpose is to provide healthy air, sustainably. #### Our solutions #### Residential air movement The Volution Group’s residential products encompass a broad range of product solutions including unitary and central extractor fans, positive input systems, mechanical heat recovery units with and without active cooling, localised cooling fans and a wide range of ancillaries. These cover the full scope of residential applications across both new build and refurbishment in houses, apartments, care applications, hotels and more. #### Commercial air movement The Volution Group’s commercial products encompass a variety of air movement solutions including extract and supply fans and systems, mechanical heat recovery units, air handling units, fan coils, hybrid ventilation solutions, acoustic solutions and heat recovery cells. These cover a wide range of applications including healthcare, education, offices, car parks, data centres, airports, tunnel ventilation, mining and many more. 38% New build 30% Commercial 62% RMI 70% Residential #### Our Business at a Glance #### What we do & why we do it 02 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() UK 1,091 #### Continental Europe 751 #### Australasia 496 #### Total 2,338 UK 6 #### Continental Europe 15 #### Australasia 18 #### Total 39 #### Colleague #### numbers #### Locations UK #### Continental #### Europe #### Australasia #### Revenue #### £176.1 million #### Adjusted operating profit #### £45.9 million #### Adjusted operating profit margin 26.0% #### Revenue #### £136.6 million #### Adjusted operating profit #### £32.9 million #### Adjusted operating profit margin 24.1% #### Revenue #### £106.4 million #### Adjusted operating profit #### £21.9 million #### Adjusted operating profit margin 20.6% #### Our Business at a Glance continued Readmoreonpages20–21 Readmoreonpages24–25 Readmoreonpages28–29 03 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Leading product #### and technology #### offering #### Strong brands #### and customer #### relationships #### Successful track #### record of value-adding #### acquisitions #### Highly efficient #### operating model #### Long-term sustainable #### growth model #### Investment Case #### Our clear compounding growth model #### Our differentiated #### business case #### Market overview – Structural growth drivers #### underpin long-term growth #### Structural undersupply of new homes Increasedurbanisation,stringentplanningregulations,slow construction rates and increases in single person households haveallcontributedtowidespreadhousingshortages.As governmentsreactwithinitiativestoboosthousingsupply, wewillseeincreasesindemandforourproducts. Regulation drives adoption of energy efficient, #### higher unit value solutions The drive to reduce carbon emissions in buildings is increasing the adoption of heat recovery systems and other energy- efficientventilationsolutions.Thesesystemsarehigherinvalue than traditional methods of ventilation, increasing the average revenue from each application. #### Energy efficiency improvements driven #### by fuel costs and customer choice Fuelcostincreasesdriveenergyefficiencyimprovements toexistinghomes.Inaddition,actionssuchasturningdown thermostats to save energy increases condensation and mould risk and thus the need for improved ventilation. #### Indoor Air Quality awareness and mould #### prevention clear link to health SinceCovid,thereisfargreaterawarenessoftheimpactthat poorairqualityhasonhealth.This,alongwithacutefocuson reducingmouldinhousing,willcontinuetodrivedemandfor ventilation solutions. Demand for premium solutions and #### upsell to premium ventilation solutions #### (silence, aesthetics and controls) Public housing focus on automation and strong differentiation in private refurbishment through quieter, more discrete designs is leading to increasing sales of our value-added ventilation solutions. Heat recovery also represents an increasing premium demand. 04 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Investment Case continued #### Revenue #### growth +10% p.a #### Organic #### revenue #### growth +3-5%p.a. #### Adjusted #### operating #### profit margin (%) >20% #### Adjusted #### earnings #### per share +10% p.a. #### Adjusted #### operating #### cash conversion >90% #### Return on #### Invested Capital #### (ROIC) >20% #### Through our #### strategic pillars #### Delivering attractive #### financial returns #### Organic #### growth #### Value-adding #### acquisitions #### Operational #### excellence #### Sustainability #### at our core 05 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Our Business Model #### What drives us #### Our capabilities We are driven by our purpose to provide ‘Healthy air, sustainably’ and are committed to supporting the legislative transition as we decarbonise. #### Health #### Energy efficiency #### Comfort Making our buildings air tight and insulated leads to poor air quality if we don’t ventilate them correctly. Regulations continue to drive the demand for our products. Volution continues to drive the demand for low-carbon products, and our technology provides an important pathway to avoid carbon emissions from buildings. Modern buildings run the risk of overheating during the summer periods. Our products provide energy efficient solutions to reduce that risk and create comfortable living environments. People Werelyonourdedicatedworkforce to deliver on our purpose. 2,338 employees #### Brands Our trusted brands across the UK, Continental Europe andAustralasiaprovideuswithastrongcustomer base and unique market selling opportunities. 29 brands operating across three main markets #### Product portfolio A broad and deep product portfolio of innovative air quality solutions. c.30,000 SKUs #### Financial capital Ourstrongbalancesheetallowscontinuedinvestments in the Group, facilitating the acquisition of value-adding companies further strengthening our proposition. £104.5m adjustedoperatingcashflow #### Natural capital Wekeepsustainabilityattheheartofeverythingwedo, utilisingwhereverpossibletheuseofrecycledmaterials in our designs. 83.9% recycled plastic processed inourownfactories 06 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Our Business Model continued #### Distribute Our 29 brands operate across three key geographies.Ourscaleallowsusto maximise cross-selling opportunities, maximising our market reach, setting us apart from our peers. We aim to collaborate withdistributionpartnerswhoprioritise sustainable practices. #### Innovate We design and create innovative products acrossourbusinessutilisingthewealthof expertise from our employees, feedback from partners and our years of experience to deliver bespoke air quality solutions for our customers. #### Grow Ouracquisitionstrategyallowsusto continually integrate value-adding businessesthatprovidenewexpertise, additional routes to market, and product development opportunities. #### Underpinned by our strategic pillars and commitment to sustainability Strategic pillars Sustainability commitments Organic growth Value-adding acquisitions Operational excellence Product Planet People #### Shareholders Delivering attractive returns +11.6% adjusted basic EPS Ten-year CAGR #### Suppliers Develop long-term relationshipswithsuppliers togrowtogetherwhile meeting social commitments c.2,000 suppliers #### Customers Solutions to support our customer needs >20,000 customers #### Environment Continue to reduce our environmental impact withinourvaluechain 71.2% low-carbonsales #### Employees Createaworking environmentwithin whichouremployees can develop their skills 75 overall employee engagement score #### Government Support regulatory change through the continued development of clean air ventilation systems #### Our value chain #### Our value #### chain #### Manufacture Withcontinuedproductinnovationwe manufactureproductswithsustainability at their heart. We aim to use high-quality, sustainableproducts,eliminatingwaste in our value chain. We aspire to close the loop on our circular economy by recycling end-of-life products. Read more on pages 10 to 11 Read more on pages 54 to 79 Read more on pages 22 to 23 07 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Housing Refurbishment Aswerefurbishourhomesto makethemairtightandwell insulated,ourenergyefficient ventilation systems keep them healthy in both social housing and private refurbishment markets. #### New Build Housing Our products help home builders meet the tightening regulatory requirements for air quality and carbon reduction. 70% of revenue from Residential products. 28.5% of revenue from the Heat recovery category. 80% ofthehousingthatwillexistin 2050 has already been built. #### Apartments Volution offers a range of solutionsforapartmentswhich have unique design challenges for ventilation and overheating. #### Our Products #### Residential 08 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() 71.2% ofrevenuefromlow-carbon products. (Organic 77.3%) #### Commercial #### applications Our equipment can be found in shopping centres, airports, sportsfacilities,officesand any buildings requiring fresh air for people. 30% of revenue from Commercial products. >30% of the classrooms across our geographies are under-ventilated. #### Education With often tight regulatory requirementsweprovide specialist advice for designs in schools, colleges and universities. #### Industrial applications Our products cover a range of industrial applications from infrastructure, marine and tunnels to many more. #### Our Products continued #### Commercial and industrial 09 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### What this means & how we do it We continue to acquire and integrate complementary businesses in the residential and, commercial ventilation market.Welookforbusinesseswith clearsynergisticbenefitsavailable. #### Progress in year +16.2% Inorganicrevenuegrowthonaconstant currency basis Completed the acquisition of FantechinAustralia. #### Priorities for FY26 • Focusonacquisitionswhich opennewchannelsorproduct categories helping to diversify and reduce risk. #### What this means & how we do it Wegrowthroughafocusedsalesstrategy for each of our market sectors. We promotethebenefitstohealthof higher-value ventilation solutions to growourmarketsandincreasemargins. Weinvestininnovativenewproducts and drive cross-selling initiatives. #### Progress in year +5.7% Organicrevenuegrowthonaconstant currency (cc) basis Building Regulations driving adoption ofhigher-value,low-carbonventilation in the UK. #### Priorities for FY26 • Continue the focus on cross-selling across our organisation. • RolloutofMechanicalVentilationwith Heat Recovery (MVHR) ranges in Australia. Read more about organic growthonpages22to23 Read more about value-adding acquisitions on pages 30 to 31 #### Our Strategy #### Delivering impact with clear #### strategy and rigorous execution #### Organic #### growth #### Value-adding #### acquisitions 10 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() Read more about operational excellence on pages 26 to 27 Read more about our sustainability efforts on pages 54 to 79 #### What this means & how we do it Our dedication to operational excellence continues. We focus on improving the efficiencyofallouroperationsand processes,reducingwasteandoptimising packaging and logistics. #### Progress in year 22.3% adjustedoperatingprofitmargin(-20bps) Invested in the Nordics and ERI to increase capacity and improve customer service. #### Priorities for FY26 • Optimise and expand extrusion capability in Reading • Leverage Group procurement to optimise supply chains and maximise synergisticbenefitsavailablewith particularfocusonFantech. #### At Volution we are committed #### to ensuring a low-carbon future with the health and wellbeing of #### people and the planet at its core. #### Our commitment to sustainability #### is deeply embedded in both #### our purpose and strategy. #### We are focused on improving #### our operations, our product proposition and how we fit into #### the circular economy. #### Sustainability #### across our #### business #### Our Strategy continued #### Operational #### excellence 11 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Chair’s Statement #### A year of significant strategic progress Delivering strong and #### consistent performance Nigel Lingwood Chair Dear shareholder, I am pleased to report another year of strong performance, demonstrating the strength and resilience of Volution’s business model and strategy. We are proud of the progress made over that period, which is testament to our strong corporate culture, differentiated business model, compounding growth strategy and consistent delivery. Acquisition of Fantech The acquisition of the Fantech group of companies in Australasia on 29 November 2024 was our largest transaction to date. This significant transaction has not only expanded our presence in this important geographic area, but it has also marked a significant step up in the commercial sector, advanced our operational capabilities, and further enhances our product range across the Group. The successful integration work so far has reaffirmed the effectiveness of the Group’s acquisition strategy. I would like to warmly welcome the Fantech teams into the Volution group. Performance and results Group revenue increased to £419.1 million (2024: £347.6 million), and adjusted operating profit was up 19.7% at £93.4 million (2024: £78.0 million), giving an adjusted operating margin of 22.3% (2024: 22.5%). The Group’s adjusted earnings per share was 33.1 pence, representing an increase over the prior year of 5.1 pence, up 18.2%. Since our IPO in 2014, the compound annual growth rate of adjusted basic earnings per share is 12.8%, demonstrating strong and consistent performance over that period. Reported profit before tax decreased to £54.5 million (2024: £56.6 million) and reported basic earnings per share for the year was 21.0 pence (2024: 21.6 pence). Adjusted operating cash flow was £104.5 million (2024: £85.8 million), and £107.4 million, net of cash acquired, was spent on the acquisition of Fantech during the year. Net debt (excluding lease liabilities) at the year-end was £126.0 million (2024: £31.6 million) representing leverage of 1.2 times. 12 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Chair’s Statement continued Dividends Recognising our strong performance in the year and our continued confidence in the business, the Board has recommended a final dividend of 7.4 pence per share, giving a total dividend for the financial year of 10.8 pence per share (2024: 9.0 pence per share), an increase of 20.0% on the previous year. This is in line with our ambition to progressively grow dividends each year. The adjusted earnings dividend cover for the year was 3.1x (2024: 3.1x). Subject to approval by shareholders at the Annual General Meeting on 10 December 2025, the final dividend will be paid on 16 December 2025 to shareholders on the register at 21 November 2025. Purpose and strategy Volution’s purpose, to provide ‘healthy air, sustainably’, is at the heart of its strategy and it guides the Group’s ambition to deliver value for all stakeholders. The strategy continues to be anchored in three core strategic pillars: organic growth, value-enhancing acquisitions and operational excellence, all underpinned by our commitment to sustainability. Industry regulations which are aimed at improving indoor air quality and driving the decarbonisation of buildings continue to evolve and serve as a key driver for our growth. Environmental, social and governance objectives The Group remains committed to sustainability, responsible business conduct and active engagement with our global workforce. The approval of Volution’s near-term targets by the Science Based Targets initiative (SBTi) in March 2025 marked a significant step forward in the work to align operational activity with global climate aims. I am pleased to report that Volution has reduced its Scope 1 and 2 carbon intensity by a further 6.25% compared with last year, which is a result of targeted investments in energy efficiency and the transition to renewable electricity across principal sites. In addition to this, several new low-carbon ventilation solutions, contributing to the decarbonisation of the built environment, have been launched in the year. Our people and culture Cultivating a positive and inclusive work culture at Volution remains a firm focus of the Board. We have continued to monitor key indicators of culture at the Board level, and Celia Baxter, the designated Non-Executive Director for employee engagement, has worked closely with our Group HR Director in respect of employee engagement activities. We were proud of the results of our most recent Group-wide employee engagement survey, which indicated an overall engagement score of 75 (FY24: 74), representing a slight increase on the prior year’s outcome. The survey also took into account the views of our new workforce at Fantech. We recognise that listening to the feedback within the survey results and taking positive actions as a result is fundamental to building on this momentum and further cultivating a positive and healthy culture. Our employees are the foundation and driving force behind the successful execution of our strategy, and their contributions are core to the continued progress of the Group. On behalf of the Board, I would like to express my sincere appreciation to all our employees for their hard work and commitment, which is fundamental to our achievements as a business and the creation of long-term value. Health and safety Health and safety has remained a key priority for the Group, aligned with our zero-harm ambition. In FY25, we have an improved accident frequency rate of 0.17 per 100,000 hours worked (FY24: 0.20), reflecting our ongoing commitment to continuous improvement in this area. Board changes On 5 March 2025, Celia Baxter and Emmanuelle Dubu were appointed as Non-Executive Directors. Celia has also taken on the role of Chair of the Remuneration Committee and is the designated Non-Executive Director for employee engagement. Both Celia and Emmanuelle bring a wealth of expertise and fresh perspectives to the Board, and their appointments reinforce our commitment to maintaining a Board with the right balance of skills, experience and diversity. Claire Tiney retired from the Board on 2 August 2025 following nine years of outstanding service and much-appreciated contribution. I would also like to thank Margaret Amos who stepped down from the Board at the Annual General Meeting in December 2024. Governance We are committed to embedding robust governance principles throughout the organisation and keeping pace with evolving regulatory expectations. We strive to maintain a clear and strategic focus, ensuring we deliver long-term, sustainable value for our shareholders through sound oversight and responsible management. Open, rigorous and transparent discussions on key strategic issues, potential risks and emerging opportunities are fundamental to our Board’s decision-making process, always considering the interests of all stakeholders. Nigel Lingwood Chair 8 October 2025 #### Our values #### Professionalism With customers, suppliers, colleagues and shareholders and in all relationships. #### Innovation Our products, services and solutions. #### Integrity Environmentally, socially and in our governance. #### Commitment 100% every day, everywhere. #### Customer Service Strive for quality and excellence in everything we do. #### Growth Our sales and profit, our people, our capability, our capacity and our ambition. Grow our values and invest for the future. #### Fun Enjoy what we do and respect those around us. 13 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Chief Executive Officer’s Review #### Growing responsibly, delivering meaningfully We are delivering sustainable, #### compounding growth Ronnie George Chief Executive Officer #### Overview We are proud of the significant progress achieved this year, delivering strong organic revenue growth against a challenging market backdrop and completing our largest acquisition to date – Fantech in Australasia – which cements our position as market leader in both Australia and New Zealand. Once again, our broad geographic exposure, leading market positions and structural growth drivers enabled us to outperform the wider market. Organic revenue growth of 5.7% at constant currency (cc) exceeded our target range of 3–5%. This was further enhanced by substantial inorganic growth following the successful integration of Fantech, resulting in overall revenue growth of 21.9% at cc. Adjusted operating profit increased by £15.4 million, up 19.7% to £93.4 million (2024: £78.0 million). Adjusted operating margins were broadly maintained at 22.3%, despite the dilutive impact of the Fantech acquisition. Underlying operating profit margins, excluding the Fantech acquisition, increased in the year, reflecting our pricing discipline and the breadth of value engineering and procurement initiatives delivered across the business. With inflationary pressures moderating relative to recent years, price increases have been lower, and the organic margin improvement achieved has come from internal business improvement measures. Organic revenue growth strengthened through the year, with the second half delivering 7.4% cc growth. Key drivers included sustained out performance in the UK residential market, a strong turnaround in UK commercial with over 20% organic growth in H2 FY25, and a return to organic growth in Australasia, supported by a much-improved fourth-quarter performance in New Zealand. 14 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() Cash generation is an essential enabler of our M&A-led compounding growth strategy and organic capex investment. An excellent adjusted operating cash conversion of 109% enabled us to bring net debt leverage levels down to 1.2x from a peak of 1.6x. Our ambition is to become one of the leading ventilation providers for residential and commercial applications across our three core geographies: the UK, Continental Europe and Australasia. To support this goal, we strengthened our senior management structure during the year. Continental Europe – leadership responsibilities have been expanded, with Andreas Löfstrand, previously our Nordics leader, and Koen Groenewold, based in the Netherlands, appointed as Regional Managing Directors for Europe. Australasia – following the successful acquisition of Fantech, Anthony Lamaro, previously leader of the Fantech business, was promoted to Regional Managing Director for Australasia. I am particularly pleased that these three senior regional leadership roles have been filled through internal promotion, which underlines the depth of talent within the Group and further strengthens our platform for growth. The strengthening of our regional leadership, together with our central teams in technical, procurement and business development, has assisted us in broadening and maintaining a high-quality pipeline of acquisition opportunities. The acquisition of Fantech, a long-term strategic target for the Group, is a strong example of this approach, representing both an exciting extension of our capabilities and a significant expansion of our market reach. Since our listing in 2014, Volution has delivered consistent, compounding revenue growth of over 10% per annum. This success is only possible through the commitment and strength of our local management teams and our people. During the year, we completed our second Group-wide employee engagement survey, this time including our new colleagues from Fantech. The results were very encouraging and built positively on the strong outcomes of the 2024 survey. We also ran our fourth Management Development Programme, with preparations already underway to launch an enhanced programme for senior leaders in early FY26. As Chief Executive, I have always been clear that Volution is, above all, a people business. While our purpose is to provide market leading solutions that improve indoor air quality, it is the passion and dedication of our people, and their commitment to delivering the best possible customer service, that drives our success. Continued investment in employee engagement and development remains critical to ensuring the strong and consistent execution of our business model. #### Our markets and regulatory drivers Volution’s end market exposure evolved during the year, with the acquisition of Fantech in Australasia increasing our weighting in the region but also in commercial ventilation. While the Group remains predominantly focused on residential applications (c.70% of revenues) – with a stronger weighting towards refurbishment – the addition of Fantech has broadened our end-market mix across applications, construction cycles and geographies. Today, revenues are reasonably equally split across our three core regions. We have seen tightening regulation play an increasingly significant role in shaping demand for our products. By design, regulatory measures aimed at decarbonisation have the greatest impact on new-build applications. In the UK, the introduction of building regulations Parts F, L and O has driven increased focus on airtightness, low-carbon ventilation, and over-heating risk in new homes, significantly supporting demand for more energy efficient, better-controlled products. Refurbishment markets remain relatively resilient and less cyclical. With rising awareness among homeowners, landlords and tenants of the importance of good indoor air quality, demand in refurbishment has proven stable overall despite weaker construction activity. As in new build, customers are seeking more energy efficient and sophisticated solutions, driving higher product values across most markets. Awaab’s Law, introduced through the Social Housing (Regulation) Act 2023 and coming into force in October 2025, requires landlords to fix hazards such as damp and mould within strict legal timeframes. This is a vital step in protecting residents’ health and improving living conditions. With our market leading solutions, we are well positioned to support landlords in meeting these obligations while benefiting from stronger, long-term demand. Volution actively contributes to local market consultations and discussions on ventilation requirements. Our international experience and product breadth allow us to play a leading role in shaping these debates and delivering practical, effective outcomes. Where new demands emerge, our scale, agility and innovation capabilities enable us to lead the way in developing solutions. Examples include our leading role in continuous system ventilation in UK residential new build, and our market leadership in decentralised heat recovery retrofit solutions in the Netherlands. #### Results The Group delivered revenue of £419.1 million (2024: £347.6 million), an increase of 20.6% (21.9% at cc), with organic growth of 4.4% (5.7% at cc) and inorganic growth from the acquisition of Fantech in the year, of 16.2%. Adjusted operating margins decreased slightly from 22.5% in the prior year to 22.3%, due to the margin-dilutive impact of Fantech with underlying like-for-like organic margins increasing again in the year. Reported profit before tax was £54.5 million (2024: £56.6 million), a decrease of 3.7%. #### Chief Executive Officer’s Review continued 15 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Sustainability Our Sustainability Committee, comprising senior management and non-executive oversight, met twice during the year to review progress against published targets. We made strong progress against our key Sustainability KPIs in the year. Recycled plastics content in our own production rose to 83.9% (2024: 78.1%). To assist adoption further we have increased our investment at our Reading facility (see page 23), which continues to lead the Group in sourcing and validating new materials. In addition, this year greater participation from the Nordics has positioned us for further improvement in FY26. Low-carbon products accounted for 71.2% (2024: 74.6%) of Group revenue, reflecting the regulatory drivers for energy-efficient solutions, albeit diluted by Fantech. Although the regulatory drivers for energy efficient ventilation in Australia are currently not as advanced as Europe and the UK, proposed future changes to the National Construction Code will encourage the adoption of higher-efficiency, lower-carbon products in the medium term. In addition, this year we have published our first Environmental Product Declarations (EPDs) for a range of central heat recovery devices. This provides a deeper lifecycle analysis for our new build customers looking for tighter control of embodied carbon. Following a rigorous evaluation process, we are delighted the SBTi confirmed that our science- based targets meet the SBTi’s Net-Zero Standard Criteria and Near-Term Target Criteria and Recommendations. This approval demonstrates our commitment to reducing greenhouse gas (GHG) emissions in line with the latest climate science. Research published in 2024 revealed that only 14% of FTSE250 companies have this SBTi accreditation, making us one of a few select companies to have achieved this milestone. #### Strategy Organic growth Volution has a financial target to consistently deliver organic growth in the range of at least 3–5%. This year, we achieved Group organic growth of 5.7% cc, ahead of our target range. The performance varied by region, with strong out performance in the UK (+9.5% cc) offset by more modest growth in Continental Europe (+3.1% cc) and Australasia (+0.6% cc). Value-adding acquisitions On 29 November 2024, we completed the acquisition of Fantech in Australasia for an initial consideration of AUD$221 million (£112.7 million) on a debt-free, cash-free basis, with a further non-contingent payment of AUD$60 million (£29.6 million) due 12 months post-completion. With leverage (ex-leases) at 1.2x, our balance sheet remains strong and provides significant headroom to pursue further acquisition opportunities. Return on Invested Capital (ROIC) was robust at 25.2%, despite the dilutive impact of acquisitions. The Fantech business was successfully integrated in the second half of the financial year. Operational excellence Maintaining an adjusted operating margin of 20% or above is a key financial objective for Volution. In FY25, we delivered an adjusted operating margin of 22.3%, compared with 22.5% in the prior year, the 20bps reduction being due to the impact of Fantech. On a like-for-like basis excluding Fantech, Group operating margins increased by 50bps to 23.0%, reflecting Group- wide self-help initiatives across procurement, efficiency and value engineering. In light of our strong UK organic growth and following the rationalisation of two OEM facilities into one Swindon site, we have also reviewed our wider operational footprint. To support future expansion, we have secured new leasehold manufacturing capacity in Dudley, the West Midlands, from early FY26. Investments are already underway in new tooling, injection moulding and extrusion capacity, alongside enhancements we have made and continue to make to senior leadership, to future-proof our operational platform. Customer service excellence remains central to our success and our planned capacity expansion, and operational investments will strengthen resilience and ensure service levels match our growth ambitions. In the Nordics we are making additional investments in our metal working capabilities to support our revenue growth for new build projects. In Australasia we have identified optimisation opportunities by tooling new fan blade castings which will improve costs and enhance our capabilities for commercial ventilation products for both the Australian and New Zealand markets. People People are at the heart of Volution’s long-term success. In FY25 we conducted our second, Group-wide employee engagement survey, incorporating colleagues from Fantech for the first time. With participation from over 2,250 employees, results were very positive and reinforced our shared purpose of delivering ‘Healthy air, sustainably’. Safety is our first priority, and this year we are pleased that our reported accident frequency rate is down 15% on last year. Our ambition however remains zero-harm, and we continue to work at a local level to reduce the risk of accidents further. #### Chief Executive Officer’s Review continued 16 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() Integration of the Fantech Group of companies has progressed exceptionally well. I personally visited Australia and New Zealand five times during the year, meeting colleagues across both countries. The survey results highlighted the strong cultural alignment of Fantech with Volution, confirming the high quality of both the business and its people. In the UK, we strengthened our commitment to diversity and inclusion, becoming a strategic partner of the Construction Inclusion Coalition forum (having formerly been a Coalition Member). Across our Group, our diverse and international culture is a clear competitive advantage in delivering our purpose. We also advanced leadership development through our ‘Global Leaders’ communication programme, chaired by Group HR Director, Michelle Dettman. Meeting twice a year, this forum brings together the senior team and around 90 colleagues for open dialogue, updates and questions. This transparent approach, alongside everyday engagement in our local businesses, continues to embed strong leadership and collaboration across the Group. Alongside our regular engagement initiatives, we continued to develop our bi-annual employee engagement forum, now attended by our new Non-Executive Director and Board–employee liaison, Celia Baxter. Celia succeeds Claire Tiney, who retired from the Board in August 2025 after a distinguished nine-year tenure. I would like to thank Claire for her open and engaging approach to employee dialogue, and I am confident that Celia’s skills and style will ensure these forums continue to deliver maximum value. Strengthening and supporting our senior and wider management teams remains a top priority. Our new regional structure has embedded well in the second half of the year, complemented by the strength of our central functions in technical, procurement, business development, finance and people & culture. I firmly believe high-performing teams are built on a culture of collaboration, transparency and trust. In 2025 we made excellent progress in enhancing our senior leadership team, and we are committed to building on this momentum in the years ahead. #### Outlook I would like to thank all of my Volution colleagues, who collectively have delivered an outstanding performance this year. Organic growth at 5.7% cc was ahead of our target range, whilst the completion of our largest acquisition to date with the Fantech Group in Australasia provided a significant boost to revenues and earnings. The integration of Fantech is progressing well, with our teams already benefiting from greater scale and collaboration across the region. Excellent revenue growth, expanding organic margins, and record operating cash generation has culminated in a very strong financial result. The new year has started well, with continuing organic revenue growth complemented by the inorganic revenue benefit from the Fantech acquisition. Notwithstanding the still difficult economic backdrop in many of our end markets, we remain confident of continuing to deliver compounding growth and another year of good progress. Ronnie George Chief Executive Officer 8 October 2025 #### Chief Executive Officer’s Review continued 17 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() Q What were the highlights for Volution in the last year? RG I was delighted with the Group’s performance in FY25, and our adjusted earnings per share growth of over 18% was the strongest in Volution’s history. Compounding growth and consistency of delivery is key to our model and investment case, and FY25’s performance brings our adjusted EPS CAGR since listing in 2014 to 12.8%. The Fantech acquisition was a particular highlight and represents a significant milestone for the Group and you can read more about it on pages 30–31. Organic growth was very strong at 5.7% cc and it was great to see this accelerating in the second half of the year. AOB Other highlights I would add are margin performance (organic adjusted operating margin up 50bps) and continued very strong cash generation. As such even with an outflow of £137.8 million on acquisitions of Fantech and 24.35% of ClimaRad, we ended FY25 with the balance sheet in robust shape and leverage of 1.2x. Q And what would you say are potential areas for improvement? RG Our organic revenue growth in FY25 was strong, however there were areas that were disappointing, such as UK OEM, Nordics, Germany and New Zealand. Where markets are difficult, we need to be laser focused and innovative in our pursuit of revenue opportunities and underpin this with excellent customer service. AOB We look to drive margins by optimising existing operations as well as introducing new initiatives. Operationally there are always things we could do better, and we see opportunities to improve efficiency in several of our facilities. In terms of initiatives, we have a pipeline of procurement and value engineering programmes driven by our Group Procurement and Technical teams to optimise product costs, which are expected to yield ongoing results in the near future. Q Organic growth was particularly strong this year at 5.7% cc, despite a mixed market backdrop. What has been key to this? RG Residential and commercial markets continue to be relatively subdued with low volumes of new construction and fragile consumer confidence. We do, however, benefit from structural tailwinds in ventilation markets through regulations, which have been particularly supportive in our UK new build activities, relating to both energy efficiency and to the risk of over-heating as properties become more airtight. There is an ever-increasing awareness of the importance of good indoor air quality, and the risk mouldy homes and buildings present to health. As a Group we seek to lobby, shape and anticipate regulations, and to offer the widest range of product solutions for our customers. Q What role does innovation and new product development play and how has the Group’s approach to R&D developed over time? RG Our innovation and new product development activities, coupled with the addition of new products added through acquisition, means that Volution now has a very rich and broad product portfolio most notably for residential applications. We focus our innovation on both performance aspects of products (linked to regulations and energy performance) and on the user experience of the product, such as sound, aesthetics and ease of installation. In terms of approach, as the Group has become increasingly international it is essential to manage our resources and priorities in a co-ordinated, Group-wide manner, and our recently strengthened Group technical leadership is very much focused on this. #### In conversation with the CEO and CFO Ronnie George Chief Executive Office Q&A #### with Ronnie George, Chief Executive #### Officer, and Andy O’Brien, Chief #### Financial Officer 18 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() Q Fantech was the Group’s largest acquisition to date. How has the integration gone so far? RG Fantech was a hugely attractive acquisition for the Group, which combined with our existing brands gives Volution a leading position in both commercial and residential ventilation in Australasia. The local team is high quality, and I am delighted with how well the existing Group and local teams have begun working together to further enhance the business. Despite a tough market especially in New Zealand, the performance in the first eight months since acquisition has been very encouraging. Q M&A is a key element of the Group strategy. How does the process operate in Volution, what do you look for in targets and what metrics do you judge M&A by? AOB With 26 acquisitions completed since 2012, the Group has a well-established process for sourcing, managing and integrating acquisitions. We have a good flow of ideas for targets, coupled with a broad network of adviser relationships. We look for targets that increase our access to attractive markets, with strong brands, and appropriate capability. It is vital that we see opportunity to improve businesses we acquire, whether through sharing of Group products, or via procurement and innovation led cost opportunities. It is this track record of improvement, coupled with a disciplined approach to valuation, that ensures we preserve our strong returns and maintain Group ROIC above our 20% target. Q Cash generation was particularly strong this year with a cash conversion of 109%. What are the key drivers of this? AOB Volution has an asset light operating model, with a low proportion of fixed costs and a relatively modest capital investment requirement. With our strong margins and good discipline managing working capital, our cash generation track record is very reliable. We have a target of delivering over 90% cash conversion, and have achieved this in all bar one year since listing. FY25’s cash conversion of 109% was especially strong, reflecting a working capital inflow of £4.5 million, primarily as a result of inventory optimisation. Whilst we would expect this to revert to closer to the 90% target going forward, we will continue to generate cash reliably which is key to our M&A strategy and capex for organic growth. Q How has the Group performed in FY25 against its sustainability goals? RG We set ourselves challenging targets when it comes to sustainability, and as such it is really pleasing to see that we have continued to move forward. On an organic basis our low-carbon revenue % now stands at 77.3% up 2.7pp on FY24, whilst I am delighted with the improvements we have made on introducing recycled plastics in the Nordics, which combined with our close to 90% levels in the UK means that the Group recycled plastics usage was 83.9%, up 5.8pp versus prior year. Q The Group’s geographic footprint continues to expand. How is the organisation changing to adapt to this? RG With Volution now present in 17 countries, and in three broadly similar revenue-sized geographic regions, we must continue to evolve and develop our leadership and capability. I was excited to announce and progress our Regional Leadership model during FY25 and look forward to continuing to support the Managing Directors and their teams in growing their respective businesses (read more about this on pages 76 to 77). We have also continued to strengthen management in key Group-level functions, notably Technical and Procurement, both of which are critical to driving our product offering and initiatives across the Group. Q What are your top priorities for FY26? RG Our strategic pillars, namely organic growth, value-adding acquisitions and operational excellence, all underpinned by our commitment to sustainability, remain unchanged. Our priorities, resourcing decisions and capital allocation are all judged against this strategy which we believe can continue to deliver clear compounding growth for the long term. #### In conversation with the CEO and CFO continued Andy O’Brien Chief Financial Officer 19 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Business Review UK #### £176.1 million revenue 2025 £m 2024 £m Change % Residential 115.2 105.0 9.7 Commercial 30.1 28.2 6.9 Export 15.7 12.1 29.4 OEM 15.1 15.5 (2.0) Total revenue 176.1 160.8 9.5 Adjusted operating profit 45.9 40.2 14.1 Adjusted operating profit margin (%) 26.0% 25.0% 1.0pp Reported operating profit 44.0 34.6 27.2 The UK delivered strong organic revenue growth over the prior year. UK revenues increased from £160.8 million to £176.1 million, a 9.5% increase. The standout performance was residential ventilation activity which accounts for c.65% of UK revenue. Given our end markets were generally challenging, with commercial and OEM activity quite weak, overall organic revenue growth of 9.5% was a good achievement. Adjusted operating profit increased from £40.2 million to £45.9 million with a significant increase in the adjusted operating profit margin at 26.0% up 100bps from 25.0% in the prior year. Our gross margins expanded through a combination of favourable product mix, initiatives to reduce product cost and increased utilisation of our Reading, Crawley and Dudley factories. Indirect costs were tightly controlled, although there were higher than usual bonus payments made to the teams that contributed to the 9.7% revenue growth in the residential market. To support our growth, we have continued to invest in our facilities. During the year we prepared the groundwork for expansion of our Reading site injection moulding and extrusion capability and leased additional factory buildings in Dudley, West Midlands, both aimed at future proofing our capacity headroom. In Reading we invested in larger injection moulding machines and new ‘multi-cavity’ tools which will both increase our output capacity and reduce our unit labour costs. Our focus on operational excellence, material value engineering and cost down initiatives, enabled us to mitigate labour-related cost headwinds. In spite of a significant increase in employee national insurance and wage inflationary impacts, we were able to enhance our margins by 100bps in the year. #### Residential Sales in our residential market sector were £115.2 million (2024: £105.0 million), representing organic revenue growth of 9.7%, and building on last year’s strong organic growth. With leading brands across our UK business, each with slightly different attributes and end market application focus, we were able to deliver another strong year of growth. Regulations were most supportive in the new construction arena, despite the overall reduction in new build construction activity in the year. 9.5% revenue growth #### £45.9 million adjusted operating profit 1. New build 2. RMI 42% 58% 1 2 1. Commercial 2. Residential 1 2 23% 77% 20 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Business Review continued For refurbishment activities, volume activity was solid, and we continued to benefit from the move towards low-carbon, more silent and more aesthetic solutions. Refurbishment activity is seasonal, with mould and condensation issues most acute in the winter months. This year’s milder and generally drier winter we believe led to lower than anticipated levels of activity. Our focus in this sector continues to build on servicing our key retail and trade distribution partners with the most compelling product portfolio underpinned by excellent customer service. These relationships are cemented by ensuring we are fully supporting our customers’ growth initiatives. With substantial UK residential ventilation distribution coverage, across three leading brands, we continue to be well placed to support our customers. New product solutions were added to our private residential refurbishment offering, and we are helping drive a move away from intermittent ventilation to continuous run solutions, a trend we have already witnessed in the social housing refurbishment and new build residential markets. Social housing refurbishment demand continues to be robust and is still in a catch-up phase. The already mentioned milder and drier winter 24/25 is likely to have resulted in fewer mould and condensation issues than in previous years. However, significant underlying issues still exist and will need to be addressed. Our leading continuous ventilation solutions have been proven successful in helping remedy the issues, and we expect strong demand for future years. Social housing landlords are increasingly focusing on fuel poverty and comfort-related issues in their dwelling stock and are moving towards more sophisticated ventilation solutions with improved controls or heat recovery. Many housing associations have targeted an achievement of Energy Performance Certificate ‘C’ by 2030, and this will drive demand for heat recovery products. The standout performer in residential was the new build sector. Despite house completion levels being lower than the prior year, we saw a further increase in demand for low-carbon and continuous ventilation solutions linked to the changes in Part F, L and O of the building regulations. We continued to invest in our facilities and capabilities to support future growth. Increased capacity in our Reading injection moulding and ducting lines is underway; new tooling to support the new product volume growth is either installed or due to arrive in H126; and the additional factory space at our Dudley facility will support the assembly of higher volumes of mechanical ventilation with heat recovery units. During the year we built on our previous years’ success in winning new accounts, successfully upgraded our heat recovery ranges to include a cooling capability to deal with Part O (overheating standard in the building regs) and designed a more streamlined approach to manufacturing increased volumes which will be finalised in early 2026. Customer service is key to success, and we increased our buffer stocks of key product lines to support demand. Whilst new build completion volumes remained low, the UK has a significant shortage of new build energy efficient housing, and we are fully prepared should government policy and a lower interest rate environment support higher volumes in the years ahead. #### Commercial Sales in our commercial sector increased 6.9% to £30.1 million (2024: £28.2 million). Revenue declined in the first half of the year and was then followed by strong growth in the second half. Our ambition is to further enhance our position in the UK commercial ventilation market. Key personnel changes in the prior year delivered a strong second half-year performance, and we will continue to strengthen the team in the coming months. The investment in an enlarged factory floor area in Dudley in the first half of FY26 will provide us with the headroom to grow. Notable successes in the year were the return to growth of our Breathing Buildings brand focusing on the natural and hybrid ventilation market with most project demand coming from the education sector. In the last three years we have successfully upgraded the product ranges in this area and have identified an opportunity to win share in the growing hybrid heat recovery space. There are further extensions necessary to the product range, however we believe the market dynamics are favourable for us to further develop this area. Our fan coil revenues developed well in the year. Product enhancements were made to the range, and the production facility in West Molesey is well equipped to support further revenue growth. Overall, our plan to enhance our commercial revenue streams made good progress in the year, and the additional energy and focus from the leadership team positions us well to build on this in the new year. #### Export Sales in our UK export sector were £15.7 million (2024: £12.1 million), an organic revenue growth rate of 29.4%. The most notable successes in the year were both our residential and commercial ventilation solutions sold in the Irish market. We saw strong demand for heat recovery ventilation solutions in residential new build, and fan coils for commercial applications performed excellently in the year. We extended our residential systems commercial agreement with our regional partner and continue to work closely with them for mutual success. #### OEM Third party Sales in our OEM sector were £15.1 million (2024: £15.5 million), an organic decline of just 2.0% following a disappointing prior year. We completed our streamlining project where we will focus on a narrower but deeper range of low-carbon motorised impeller solutions. The site consolidation was finished in the first half of the year, and we benefited from a significant increase in inhouse demand for motorised impellers linked to our overall UK organic growth. The business is now well placed to develop in the new financial year, and we are working on several external revenue development opportunities. 21 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Strategy in Action Read more about our strategy on pages 10 to 11 #### Organic growth #### Investing in #### Capacity #### Regulations driving growth The current version of Part F (approved Document F: Ventilation in England) – which covers domestic and non- domestic ventilation – was published in 2021 and came into force on 15 June 2022. Wales followed shortly after on 23 November of the same year. That means Volume 1 (dwellings) and Volume 2 (non-dwellings) became the operative statutory guidance under the Building Regulations from that date. However, a transition is allowed and projects that had already been submitted with a building or initial notice before 15 June 2022 could continue under the previous regulations, provided works commenced before 15 June 2023. Even though the document was first published in 2021, the transitional arrangements, and the period of time between planning and when we supply our products means that the adoption cycle occurs over an extended timeframe, and in FY25 we have just started to see the transition where most projects are now to the 2022 regulations. The changes were introduced in parallel to changes in Part L (approved Document L: Conservation of Fuel and Power) which was designed to reduce the carbon emissions from buildings. These changes mean increased air tightness and improved building fabric. These led to higher ventilation rates in Part F and supported the adoption of more energy efficient ventilation solutions. Additionally, a new Building Regulation was released, Part O (approved Document O: Overheating). This was introduced due to increased risk of overheating in summer. This has led to higher rates of ventilation being required along with an increase in active cooling products which include thermodynamic cooling. 22 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Future Homes #### Standard 2025 #### In 2025, the next version of the Future Homes Standard will be published, aiming to transform new home-building in the UK by: • cutting carbon emissions by 75–80% compared with current Building Regulations; • delivering ‘zero carbon-ready’ homes using low-carbon heating (e.g. heat pumps) and high-quality fabric, eliminating the need for future retrofitting once the grid is decarbonised; and • driving high-efficiency building fabric – better insulation, airtightness, low U-values and improved ventilation – to minimise heat loss. This builds on the June 2022 uplift, which delivered a 31% carbon reduction. The new regulations will further promote solutions such as our dMEV. MEV and MVHR systems which provide continuous, efficient ventilation and improving health outcomes in more airtight homes. #### How are we #### responding #### to change As buildings under older regulations have been completed and the transition to updated standards continues, we’ve gradually shifted our product mix. In FY25, fewer new build customers were using low-cost intermittent extract fans, with more adopting dMEV, MEV and MVHR solutions. We also saw growth in Part O compliance product sales – both higher-rate extract fans, and cooling systems such as the Econiq Cool Flow introduced last year. These systems drive increased airflow, requiring larger duct profiles. Together, these trends are generating higher revenues for Volution, helping customers cut carbon emissions and meet new building regulations. This mix improvement is driving revenue growth, independent of overall completions. #### Investing #### for growth To ensure that we continue to deliver excellent customer service as our demand grows, we have been investing to increase our capacity in our Reading facility. FY25 investment included: Injection moulding: • 5 new machines (1 x 800T, 2 x 668T, 1 x 180T, 1 x 128T) • Large overhead crane for tool handling • Robotics and conveyor systems • 30 multi-impression tools to boost output and reduce risk Extrusion: • 1 new large extruder • 2 high-speed tooling systems for large duct profiles Systems: • Live manufacturing monitoring • Real-time production reporting • Breakdown and alarm alerts We have invested in new injection moulding, extrusion lines and monitoring systems in Reading. 40% #### increase in capacity 31% #### carbon reduction #### Econiq #### Cool Flow 23 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Business Review continued #### Continental Europe #### £136.6 million revenue 2025 £m 2024 £m Change % Organic change (cc) % Central Europe 90.6 87.0 4.2 6.0 Nordics 46.0 47.4 (2.9) (2.3) Total Continental Europe revenue 136.6 134.4 1.7 3.1 Adjusted operating profit 32.9 32.1 2.5 Adjusted operating profit margin (%) 24.1% 23.9% 0.2pp Reported operating profit 27.3 29.1 (6.5) Our Continental Europe revenues increased from £134.4 million to £136.6 million, growing 3.1% at cc. Adjusted operating profit was up 2.5% at £32.9 million versus a prior year of £32.1 million. The adjusted operating profit margin increased in the year by 20bps to 24.1% (2024: 23.9%). #### Central Europe Sales in the Central Europe region grew 6.0% at cc to £90.6 million compared with the prior year of £87.0 million. Revenue in Central Europe was a similar mixed picture to the previous year, with ClimaRad revenue growth and Energy Recovery Industries (ERI) the notable successes. ClimaRad continued to grow strongly in the year. In December 2024 we completed the pre-agreed buy-out of the remaining 24.35% of ClimaRad’s shares. The changeover from private ownership to full Volution ownership has been smooth. Koen Groenewold, promoted to Managing Director ClimaRad in January 2024, has been promoted to lead one half of our European regional model. The ClimaRad management team is largely the same as at the time of the acquisition in 2020, and we are continuing to invest to further develop the product portfolio for the future. The Netherlands has been proactively supporting the agenda for refurbishing existing residential dwellings, through government legislation, and we see a good opportunity to grow our revenue in this market. In May 2025 the Board had its annual overseas site visit at our Bosnian manufacturing facilities for ClimaRad based in Sarajevo. We have continued to invest in the facility to support the revenue growth and underpin operating profit margins. In Germany our revenue performance was similar to the prior year with a slightly better performance towards the end of FY25. The new build market for ventilation in Germany has been depressed for a couple of years now, and we have been focusing on introducing new and upgraded solutions to target market share which has reduced over the recent years. Our Taris fan and improved sound insulation cover gained traction in the year, however there is further scope for gains in the period ahead. Good cost control maintained gross and operating profit margins, and we made additional investments in our own external sales personnel to help assist the future revenue growth. In Belgium we made good progress with the new Econiq family of heat recovery. Following on from earlier delays to the original launch of the product in 2023, we are now seeing good levels of new project orders and are optimistic of a recovery in new house construction in the new year. 3.1% revenue growth at cc #### £32.9 million adjusted operating profit 1. New build 2. RMI 1 2 36% 64% 1. Commercial 2. Residential 1 2 30% 70% 24 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Business Review continued We made good progress in France with a particular focus on utilising the product portfolio from across the Group. Good revenue growth was achieved in the distribution route to market resulting in a substantial uplift in operating profit margins. The local leadership team have been investing in greater sales power, and we have some exciting new product developments planned for 2026. Since acquiring VMI in 2023 the gross margin in France has increased by 10% due to the benefit of Group value engineering and sourcing support. ERI had another year of good organic growth. Since acquiring ERI in 2021 we have invested in new product ranges, additional manufacturing equipment and during 2025 we purchased some adjacent land and buildings designed to support the doubling of our future production capacity. In the first half of 2026 we will refurbish the acquired buildings, and this will provide us with the footprint to further grow revenues. Our ambition is to develop ERI into one of the leading ventilation heat exchanger producers in Europe, and our mix of investment in automation combined with a low-cost labour location is a strong recipe for cost competitiveness and success. Our activities in Slovenia were disappointing in the year, particularly in the market for residential heat recovery refurbishment. We have utilised some strong product solutions from inside the Group to support our margins, and revenue has stabilised. #### Nordics Sales in the Nordics region were £46.0 million (2024: £47.4 million), an organic revenue decline of 2.3% at cc compared with the previous year. The Nordic market stabilised in the year with revenues declining 1.2% in the second half of the year following a decline of 3.2% in the first half. The team delivered well on product cost initiatives and efficiency projects such that despite the revenue decline, profit was slightly up. Sweden’s housing market began to stabilise after a significant downturn, but new construction remained subdued due to high material costs and a low number of building permits. We continued to benefit from a strong position in the Swedish residential refurbishment market and have embarked on a new development project to improve our leading range of ventilation devices. The new product will be available for launch in the spring of 2026 and is particularly aimed at the Nordics but will also work well in some of our other European markets. We exited the year in stronger shape in the Nordics with the new build project order book much stronger following the addition of some larger project order wins delivered in Q4 2025. Refurbishment revenue in the Nordics has been more positive with Sweden performing well, offset by some market weakness in Norway. New build activity in Denmark and Finland was subdued, but there are early signs of greater project activity since the year end. To support our development in the new build market we made a significant investment in new metal working equipment in Sweden, and this will be commissioned and operable in the first half of 2026. This new investment will help us to support revenue growth and expand margins in this sector. 25 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Operational #### excellence #### Investing in #### efficiency #### Internalising production in the Nordics VoltAir supplies air handling units across the Nordic market and the UK. Under our new regional structure it is exploring opportunities to expand sales within the broader regional group. While VoltAir remains a relatively small player in the Nordic market, it competes with a number of larger companies operating in both the residential and commercial segments. The commercial air handling market—especially systems incorporating heat recovery—represents the greatest growth potential in the Nordic region. This is driven by VoltAir’s currently modest market share, combined with strong regulatory incentives promoting high-efficiency solutions. These market dynamics create opportunities not only in new build but also in the refurbishment of the aging installed base. #### Strategy in Action A strategic review was recently conducted as a follow-up to an initiative launched four years ago: Eurovent certification. That certification process was completed in spring 2023. Since then, the Eurovent certified range has grown by more than 30% over two years, providing valuable insights into our competitive strengths and weaknesses. Through this review, we identified two key areas where we lacked a competitive edge: product cost and the absence of integrated heat pumps. To address these challenges, we are now developing heat pumps in collaboration with our sister company, Pamon in Finland. In parallel, we are transitioning our heat cell supply to our Group partner, ERI, to enhance efficiency and reduce costs. However, VoltAir’s base units are constructed with aluminium frames and sheet metal panels—the panels being the single largest cost component of the unit. Until now, these panels have been sourced externally due to the absence of in-house manufacturing capabilities. As the product range has expanded, it has become cost-effective to bring production in-house. This move reduces costs, enhances supply chain resilience, increases flexibility, and improves stock management. To support this, we’ve invested in machinery for cutting, punching, and bending metal. This not only enables us to produce panels internally but also opens up opportunities to manufacture other metal components at lower cost. The investment includes: • Prima Power SG1530 machine for cutting and punching • CIDAN Forma Z bending machines #### £1.1 million #### Total investment 26 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information Read more about our strategy on pages 10 to 11 ![]() The investment includes: • Amada ENIS-3015 AJ laser cutter • ASII3015 EU automated raw-material and finished part storage tower • Hot melt glue applicator • CNC cutting saw • Rotary welding tables #### £1.2 million #### Total investment #### Rotary heat recovery cell #### production improvements #### ERI designs and manufactures a #### range of innovative and highly #### efficient air-to-air heat recovery devices for use in industrial, #### commercial and residential heat #### recovery ventilation systems. #### Products are manufactured in ERI’s #### modern, high-quality production facility in Bitola, North Macedonia, #### and are supplied to heat recovery #### and air handling unit manufacturers #### around the world. In FY25, with continued focus on decarbonisation of buildings across the world, our sales of heat exchangers continued to grow. Within our range of heat cells, the rotary cells category grew more than 30%, with growth expected to continue to increase. Originally ERI traded rotary cells from third party suppliers to provide a full product range proposition, but in 2019 started to internalise production to increase competitiveness. In the years since, ERI have been growing the category further. However, up until FY25, manufacturing involved manual processes such as manually feeding sheet metal into laser cutters. With continued growth, the next stage of production efficiency was to invest in new laser cutting and feeding machinery to enable faster, more automated and efficient working. The new fibre-laser cutting machinery with sliding shutter tables and automated material feed, allows continuous workflow and ‘lights out’ operation. This provides versatile processing from light gauge to thick plate material without manual setup and changes, resulting in increased output and minimising manual handling. In addition, upon completion of the investment, we will have the capability to produce heat cells up to 6 metres in diameter, expanding the range of solutions available to our customers. This investment increases our production flexibility, enabling faster turnaround times and optimised costs. It enhances our competitiveness and strengthens our ability to serve our customers across all their heat recovery cell needs. Rotary heat exchanger fabricated in Bitola >30% #### rotary cell #### growth in FY25 27 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Business Review continued #### Australasia #### £106.4 million revenue Sales in our Australasia region were £106.4 million, with organic growth of 0.6% at cc. The region benefited from the acquisition of Fantech from December 2024 with inorganic growth of 107.2%. Adjusted operating profit increased by 83.5% to £21.9 million from £11.9 million. Adjusted operating profit margins were down by 210bps to 20.6% versus 22.7% in the prior year, the dilution relating to the lower margin contribution from the newly acquired Fantech business. Reported operating profit declined by 1.5% to £11.0 million (2024: £11.1 million) due to acquisition related non-underlying costs. The integration of Fantech is going well. We are delighted to welcome our new colleagues to Volution, and the integration continues to progress as planned, in large part due to the similar cultures of the respective companies. Fantech has for a long time been the leading ventilation company in Australia and coupled with our strong residential leadership position in New Zealand, the combination provides a formidable platform. Anthony Lamaro, an existing leader within the Fantech business, with over 19 years of service, has been appointed to the role of Regional Managing Director, Australasia. By delivering an improvement in the Fantech operating profit margins since acquisition, coupled with a step-up in both the local and wider group organic operating profit margin, the region has delivered an above 20% adjusted operating profit margin in the year. Our Australasian revenues are now broadly similar, weighted between commercial and residential applications, and this has moved considerably since the acquisition. Volution now has a more balanced portfolio when compared with our predominantly residentially focused business prior to the transaction. In New Zealand the market has continued to be challenging following a similar trajectory in the first half of the year as in 2024. Market confidence has been low and whilst we have a significant market share in New Zealand activity levels have been weaker. In February this year Jared Dineen started as the local leader for Simx and DVS in New Zealand. Bringing considerable experience from the electrical industry and replacing Ian Borley, our long-serving regional leader who retired in 2025, we are delighted with the progress Jared has made. In DVS we have made excellent progress with enhancing product gross margins through value engineering and procurement initiatives. Despite the revenue decline in DVS, we were able to substantially increase profitability. 107.8% revenue growth at cc #### £21.9 million adjusted operating profit 1. New build 2. RMI 1 2 34% 66% 1. Commercial 2. Residential 1 2 42% 58% 2025 £m 2024 £m Change % Organic change (cc) % Residential 62.1 49.3 26.0 1.3 Commercial 44.3 3.1 1,306.9 (11.2) Total Australasia revenue 106.4 52.4 102.8 0.6 Adjusted operating profit 21.9 11.9 83.5 Adjusted operating profit margin (%) 20.6% 22.7% (2.1)pp Reported operating profit 11.0 11.1 (1.5) 28 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Business Review continued In Australia market conditions are more favourable than in New Zealand. We had another year of good progress with our ranges of ceiling fans in our Ventair brand and the Fantech acquisition performed as anticipated with slightly improved operating profit margins. With our enlarged position and scale in the Australasian market and representing a larger proportion of our Group revenues, we have introduced a residential/commercial split of revenues. Residential revenues grew organically by 1.3%, and our much smaller organic commercial proportion had an organic decline of 11.2%. Our residential position in the market encompasses a wider-reaching range of solutions. From the direct install to consumer model in New Zealand with our DVS brand, coupled with a leadership position in both Australia and New Zealand through our distribution channels, we have identified opportunities to utilise our market reach and further enhance our product offer by utilising the wider Group product portfolio. Whilst still underdeveloped compared with the European market we expect to follow a similar regulatory trajectory with continuous ventilation becoming more commonplace in residential refurbishment and mechanical ventilation with heat recovery being specified in new build applications. Our commercial ventilation offer is one of the most comprehensive available in both the Australian and New Zealand market. Extensive logistics coverage with physical distribution locations nationally across both countries enables us to provide unrivalled product delivery turnaround and local technical support. We see significant opportunities to further gain market share utilising a combination of leading brands, products and locations. In April 2024 Safe Work Australia replaced the previous Workplace Exposure Standards (WES) with new Workspace Exposure Limits (WEL), officially adopted into policy in 2024, although not legally enforceable until 1 December 2026. These more onerous requirements will increase demand for commercial workplace ventilation, and we are already engaged with several new opportunities which will require more comprehensive and increased value solutions. As with our residential offer there are opportunities to enhance our commercial market reach by utilising products that are available within the Group and made available through our newly acquired brands and additional locations. The newly acquired business provides customers with a comprehensive applications selection tool. The ‘fan selector programme’ is one of the most advanced selection tools available in the market and is the go-to solution for M&E contractors and consultants in the market. Across the region we have developed many new initiatives to enhance our position in 2026. A mixture of cost down initiatives and new product launches positions us well to capitalise on our enhanced platform and support our goal to further enhance gross and operating profit margins of the acquired activities. 29 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Strategy in Action #### Investing in #### Value-adding #### acquisitions #### On 29 November 2024, Volution #### strategically moved to broaden #### its impact and scale in delivering healthy, energy efficient indoor environments by agreeing to #### acquire Fantech, Australasia’s #### premier provider of ventilation solutions. Valued at AUD$281 million #### (debt-free, cash-free), this deal #### marks Volution’s largest acquisition #### to date and extends its footprint #### significantly in a market demonstrating strong demand #### for sustainable indoor air systems. Fantech, which includes the Fantech, Fantech Trade, Ideal Air Group, Systemaire and NCS Acoustics brands, is a leading provider of both commercial and residential ventilation in Australia and New Zealand. Originally formed in 1973 as Air & Noise Equipment and transitioning to the Fantech brand in 1982, Fantech has been one of the leading providers of ventilation equipment in the region for over 50 years. In 2021, the Company moved to a new 20,000m 2 purpose-built and future-proofed headquarters in Melbourne, and today Fantech has 17 facilities in a comprehensive network throughout Australia and New Zealand. This includes its vertically integrated Burra Steel business which provides Fantech with most of its steel fabricated components to help ensure quality, consistency and reliable supply. Fantech has become the industry leader in ventilation and acoustic technology. The company’s passion and commitment to superior product quality and service has made it Australia’s foremost ventilation business. It’s also an Australasian success story in air movement and ventilation, whose commitment to technical excellence in hugely prestigious projects has made it the go-to choice for consulting engineers, contractors and end users. At the heart of this philosophy is not just its in-depth design and manufacturing capability – it’s the company’s technical expertise, with the knowledge, enthusiasm and drive of its people behind every single product that it creates. #### Acquisition of Fantech Read more about our strategy on pages 10 to 11 30 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Sales channel enhancement The acquisition has provided an enhanced market position in the Australasian region through Fantech’s highly recognised and market leading brands extending the Group’s reach into new end-market applications with particular emphasis on the commercial sector. In New Zealand, Fantech activities are primarily focused on the commercial market, whereas Volution’s existing Simx and DVS brands are mainly residentially focused. The acquisition has provided the Group with a broad and diversified customer base with access to both specification and distribution customers across Australasia. #### 50-year #### legacy of success #### Sales initiatives Integration efforts have proceeded swiftly and smoothly. Sales leadership cohesion is being established, and cross-selling opportunities are being identified across product lines. We have already launched a range of Group MVHR units, plus our combined sales channels now provide the ability to extend distribution within the header box fan category. Including Fantech on a LTM proforma basis the region’s contribution would be over 30% of Volution Group’s total revenue. Monash Heart Hospital, Melbourne #### What Fantech brings #### Respected #### suite of local brands c.30% #### of revenue 13 #### Australasian #### locations 350+ #### employees 31 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Stakeholder Engagement #### Delivering value for all #### Employees Customers Suppliers Why engagement matters Employee engagement is critical to our long-term success. Interaction between our employees and customers is also one of the main ways of experiencing our brands. We work to create a diverse and inclusive workplace where every employee can reach their full potential. This ensures we can retain and develop the best talent. Understanding our customers’ needs and behaviours allows us to deliver relevant products and services, retain customers and attract new ones and improve product performance. It also highlights opportunities for innovation of sustainable products and challenges to be met. Our suppliers make a vital contribution to our performance. Engaging with our supply chain means that we can ensure security of supply and speed to market. Carefully selected high-quality suppliers ensure our brands deliver market leading innovative products meeting our customer expectations and requirements. Continued access to capital is vital to the long-term success of our business. We work to ensure that our investors and investment analysts have a strong understanding of our strategy, performance and ambition. As a Company with shares listed on the London Stock Exchange, we must provide fair, balanced and understandable information about the business to enable informed investment decisions to be made. We do business responsibly. We value our brands and have a reputation built on transparency and proven sustainability expertise. We have strong environmental objectives and targets, driven by our strategic pillars. We are committed to human rights. We aim to contribute positively to the communities and environment in which we operate. We focus on supporting communities and groups local to our operations. ESG principles and responsible business provide the foundations for sustainable growth. National governments set the regulatory framework within which we operate. We engage to ensure we can help in shaping new policies, regulations and standards, which assist in improving indoor air quality, and ensure compliance with existing legislation. We continually innovate to ensure our products become more energy efficient in line with the sustainability policies set out by most national governments. We conduct business in accordance with the principles set out in the Bribery Act 2010. Why engagement matters How does Volution engage? • Employee Representative Forum. • Employee Engagement Survey. • Training and development. • Individual performance reviews. • Recognition and reward. • Apprenticeships. • Regular communications such as newsletters. • Management of ongoing customer relationships. • Customer events and product launches. • Participation in industry forums and events. • Brand websites and social media. • Supplier audits and inspections. • Ongoing supplier relationship meetings. • Responsible, sustainable and ethical procurement. • Engagement on our Code of Conduct and policies on the prevention of anti-bribery and corruption, fraud and modern slavery. • Through our China–Britain Business Council sourcing office in Hangzhou. • Annual Report and Accounts. • Annual General Meeting. • Corporate website including dedicated investor section. • Results presentations and post-results engagement with major shareholders. • Investor roadshows, site visits, face-to-face meetings and addressing regular investor and analyst enquiries. • Regulatory announcements. • Signatories to the UN Global Compact and the CEO Water Mandate. • Community investment initiatives. • Sponsorship and employee volunteering. • Contributing to national initiatives in society such as International Women’s Day and Global Recycling Day. • A number of employee-led charitable initiatives during the year. • SBTi reporting. • Participation in industry bodies and working groups, in particular BEAMA, the UK trade association for manufacturers and providers of energy infrastructure technologies and systems. • Engagement with tax authorities. • Responding to industry and government consultations. • Conferences and speaking opportunities. • Effective and clear policies against bribery and supporting the elimination of modern slavery with training for staff and business partners. How does Volution engage? Board engagement • Employee Representative Forum attended by Celia Baxter, designated Non-Executive Director for workforce engagement. • Review of Employee Engagement Survey results and Group-wide Action Plans. • Oversight of employee remuneration and gender pay gap data. • Monthly health and safety reports. • Annual Report and Accounts. • New product development reports. • CEO Board report updates the Board on material customer matters. • CEO Board report updates the Board on material supplier matters and progress on ethical and sustainable supply. • Supplier audit reviews are presented to and discussed by the Audit Committee as part of its work in connection with the Group Modern Slavery Policy and Statement. • Through regular shareholder feedback to the Board by the CEO and CFO. • The CEO and CFO (and Chairman if appropriate) hold meetings with shareholders as part of the investor roadshows and ad hoc meetings as appropriate. • The Chair of the Remuneration Committee engages with shareholders on Remuneration Policy and practice. • The Board reviews the voting of shareholders. • Broker and Investor Feedback Reports to the Board • Active engagement with the Group’s ESG matters and sustainability strategy. • Amanda Mellor, Non-Executive Director, has been appointed as the Board’s representative to attend and report back on the Management Sustainability Committee’s decisions and actions. • The Board receives regular updates on sustainability including in relation to the development of sustainable new products and progress against sustainability targets. • The Board provides direction in support of the UN Global Compact’s principles, and policies relating to modern slavery, anti-bribery and fraud. Board engagement 32 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Stakeholder Engagement continued #### Shareholders Communities and #### environment #### Government/industry #### bodies Why engagement matters Employee engagement is critical to our long-term success. Interaction between our employees and customers is also one of the main ways of experiencing our brands. We work to create a diverse and inclusive workplace where every employee can reach their full potential. This ensures we can retain and develop the best talent. Understanding our customers’ needs and behaviours allows us to deliver relevant products and services, retain customers and attract new ones and improve product performance. It also highlights opportunities for innovation of sustainable products and challenges to be met. Our suppliers make a vital contribution to our performance. Engaging with our supply chain means that we can ensure security of supply and speed to market. Carefully selected high-quality suppliers ensure our brands deliver market leading innovative products meeting our customer expectations and requirements. Continued access to capital is vital to the long-term success of our business. We work to ensure that our investors and investment analysts have a strong understanding of our strategy, performance and ambition. As a Company with shares listed on the London Stock Exchange, we must provide fair, balanced and understandable information about the business to enable informed investment decisions to be made. We do business responsibly. We value our brands and have a reputation built on transparency and proven sustainability expertise. We have strong environmental objectives and targets, driven by our strategic pillars. We are committed to human rights. We aim to contribute positively to the communities and environment in which we operate. We focus on supporting communities and groups local to our operations. ESG principles and responsible business provide the foundations for sustainable growth. National governments set the regulatory framework within which we operate. We engage to ensure we can help in shaping new policies, regulations and standards, which assist in improving indoor air quality, and ensure compliance with existing legislation. We continually innovate to ensure our products become more energy efficient in line with the sustainability policies set out by most national governments. We conduct business in accordance with the principles set out in the Bribery Act 2010. Why engagement matters How does Volution engage? • Employee Representative Forum. • Employee Engagement Survey. • Training and development. • Individual performance reviews. • Recognition and reward. • Apprenticeships. • Regular communications such as newsletters. • Management of ongoing customer relationships. • Customer events and product launches. • Participation in industry forums and events. • Brand websites and social media. • Supplier audits and inspections. • Ongoing supplier relationship meetings. • Responsible, sustainable and ethical procurement. • Engagement on our Code of Conduct and policies on the prevention of anti-bribery and corruption, fraud and modern slavery. • Through our China–Britain Business Council sourcing office in Hangzhou. • Annual Report and Accounts. • Annual General Meeting. • Corporate website including dedicated investor section. • Results presentations and post-results engagement with major shareholders. • Investor roadshows, site visits, face-to-face meetings and addressing regular investor and analyst enquiries. • Regulatory announcements. • Signatories to the UN Global Compact and the CEO Water Mandate. • Community investment initiatives. • Sponsorship and employee volunteering. • Contributing to national initiatives in society such as International Women’s Day and Global Recycling Day. • A number of employee-led charitable initiatives during the year. • SBTi reporting. • Participation in industry bodies and working groups, in particular BEAMA, the UK trade association for manufacturers and providers of energy infrastructure technologies and systems. • Engagement with tax authorities. • Responding to industry and government consultations. • Conferences and speaking opportunities. • Effective and clear policies against bribery and supporting the elimination of modern slavery with training for staff and business partners. How does Volution engage? Board engagement • Employee Representative Forum attended by Celia Baxter, designated Non-Executive Director for workforce engagement. • Review of Employee Engagement Survey results and Group-wide Action Plans. • Oversight of employee remuneration and gender pay gap data. • Monthly health and safety reports. • Annual Report and Accounts. • New product development reports. • CEO Board report updates the Board on material customer matters. • CEO Board report updates the Board on material supplier matters and progress on ethical and sustainable supply. • Supplier audit reviews are presented to and discussed by the Audit Committee as part of its work in connection with the Group Modern Slavery Policy and Statement. • Through regular shareholder feedback to the Board by the CEO and CFO. • The CEO and CFO (and Chairman if appropriate) hold meetings with shareholders as part of the investor roadshows and ad hoc meetings as appropriate. • The Chair of the Remuneration Committee engages with shareholders on Remuneration Policy and practice. • The Board reviews the voting of shareholders. • Broker and Investor Feedback Reports to the Board • Active engagement with the Group’s ESG matters and sustainability strategy. • Amanda Mellor, Non-Executive Director, has been appointed as the Board’s representative to attend and report back on the Management Sustainability Committee’s decisions and actions. • The Board receives regular updates on sustainability including in relation to the development of sustainable new products and progress against sustainability targets. • The Board provides direction in support of the UN Global Compact’s principles, and policies relating to modern slavery, anti-bribery and fraud. Board engagement 33 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Businesses do not operate in isolation. Without a good #### understanding of who the key stakeholders are and their needs, #### a business will fail to deliver #### sustainable value to shareholders #### and other stakeholders. Under s172 of the UK Companies Act, a director of a company must act in the way they consider, in good faith, would most likely promote the success of the company for the benefit of its shareholders. In doing this, the director must have regard, amongst other matters, to the: • likely consequences of any decisions in the long term; • interests of the company’s employees; • need to foster the company’s business relationships with suppliers, customers and others; • impact of the company’s operations on the community and environment; • company’s reputation for high standards of business conduct; and • need to act fairly as between members of the company. The Directors are focused on their duties under s172 (1) of the Companies Act 2006 and consider that they have acted in the way they consider, in good faith, would promote the success of the Company for the benefit of its members as a whole, having regard to the stakeholders and matters set out in s172 (1) (a–f) in the decisions taken during the year ended 31 July 2025. The Board considers its key stakeholders to be its employees, customers, suppliers, shareholders, the communities and environment in which we operate and governments and industry bodies in the countries in which we operate. The Board takes into account the views of these stakeholders in setting and implementing our strategy and believes that good engagement is key to the long-term success of Volution. We set out on pages 32 to 33 how Volution and the Board have engaged with key stakeholders. Stakeholder considerations form part of the Board’s discussions leading to decision-making, and an example of how s172 factors have been considered as part of the Board’s decision- making process relating to the acquisition of Fantech is set out on the page opposite. #### Section 172 Statement Board and Management Team visit to Dudley Manufacturing Site, UK, September 2025 34 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Acquisition of Fantech In alignment with Volution’s overarching strategy for sustainable growth and purpose, the Board completed the acquisition of the Fantech group of companies, based in Australasia, during the year. Throughout the decision-making process, the Board undertook a thorough evaluation of the long-term consequences of the acquisition on all stakeholders, including employees, customers, suppliers, shareholders, and the communities in which both Volution and Fantech operate. Key considerations included the prospects for enhancing customer offerings through expanded product ranges and innovation, the potential for forging stronger supplier relationships across the region, and the impact on employees and their development opportunities. The Board also carefully assessed the financial synergies and strategic benefits that the integration of Fantech would bring to the enlarged Group, as well as the environmental responsibilities and sustainability practices of both companies. The anticipated benefits to shareholders and wider stakeholders were carefully reviewed, ensuring that the acquisition would support the Group’s long-term growth ambitions and deliver meaningful value to all parties involved. Further details regarding this acquisition and its implications for different stakeholder groups can be found in the CEO’s Review on pages 14 to 17. #### Section 172 Statement continued #### Key decision Read more about our Fantech acquisition on pages 30 to 31 35 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Financial Review #### A year of strong performance #### Excellent cash #### generation continues #### to support our #### growth model Andy O’Brien Chief Financial Officer #### Overview I am pleased to report another year of strong financial performance for the Group. We performed well against our financial key performance indicators (see pages 40–43) with strong total revenue and constant currency (cc) organic revenue growth, continued high margins and returns and excellent cash generation. FY25’s strong performance continues the Group’s track record of delivering long-term compounding growth and returns for our shareholders. Compound annual growth in revenue, adjusted operating profit and adjusted basic earnings per share now stand at respectively 12.0%, 12.1% and 12.8% across our 11 years since listing. #### Financial results Group revenue grew 20.6% to £419.1 million (2024: £347.6 million), with organic growth at cc of 5.7% and a 16.2% contribution from the acquisition of Fantech, partly offset by an adverse 1.3% impact from movements in foreign exchange. All three regions grew revenue organically (cc), with UK up 9.5%, Continental Europe up 3.1% cc and Australasia up 0.6% cc. Further information on the performance and market drivers per region is given in the business reviews (pages 20 to 31). Gross margins decreased by 220bps to 49.1%, due primarily to a £7.1 million non-underlying acquisition fair value inventory adjustment (see next page). Excluding this non underlying item, gross margins were 50.8% (2024: 51.3%) with an organic improvement of 60bps offset by a dilutive impact from Fantech. Procurement initiatives, value engineering and a modest level of price increase all contributed to the organic improvement. Administration and distribution costs, shown in the table on page 37, increased by £18.9 million, £15.1 million attributable to Fantech, with costs excluding Fantech up £3.8 million or 3.8% on the prior year. Adjusted operating profit grew by 19.7% to £93.4 million (2024: £78.0 million) with adjusted operating margins of 22.3%, down from 22.5% in the prior year. The small reduction in adjusted operating margin was due to the dilution from the acquisition of Fantech, with organic margins (excluding Fantech) up 50bps versus the prior year. Reported operating profit declined by 4.5% to £67.3 million (2024: £70.4 million) due to acquisition related non-underlying costs. 36 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Financial Review continued Adjusted net finance costs of £9.1 million were up 40.4% compared with prior year (2024: £6.4 million) due to the increase in debt relating to the initial AUD $221 million (£107.4 million, net of cash acquired) consideration for Fantech, plus £30.4 million for the purchase of the final 24.35% of ClimaRad. The weighted average interest rates on gross debt in the year was 5.8% (2024: 6.8%). Adjusted profit before tax was £83.9 million, up 18.7% versus prior year (2024: £70.7 million). Adjusted basic earnings per share grew by 18.2% to 33.1 pence (2024: 28.0 pence). Acquisition-related non-underlying costs (see below) meant that reported profit before tax was £54.5 million, down 3.7% (2024: £56.6 million). Reported basic earnings per share was 21.0 pence (2024: 21.6 pence). Reported and adjusted results The Group uses some Alternative Performance Measures to track and assess the underlying performance of the business, as set out in note 2 of the consolidated financial statements on page 146. The adjustments relate substantially to acquisitions and are as follows: • Amortisation of acquired inventory fair value adjustment £7.1 million (2025: £nil) in respect of Fantech. • Amortisation of intangible assets acquired through business combinations £11.3 million (2024: £9.3 million), mainly due to the new intangible assets relating to Fantech. • Costs of business combinations £3.1 million (2024: £0.2 million), up £2.9 million principally due to diligence and legal work relating to the acquisition of Fantech. • Re-measurement of financial liabilities of £0.5 million (2024: £0.9 million) relating to ClimaRad. • Fair value movements in contingent consideration of £4.7 million (2024: £1.9 million) relating to DVS (£2.6 million), ClimaRad (£2.0 million) and ERI (£0.1 million) where final trading performance within the earn-out periods was overall stronger than expected, resulting in a net increase in the final contingent consideration payable. • Unwinding of discounting on future consideration of £3.2 million (2024: £6.6 million) of which £2.0 million related to ClimaRad, £0.4 million to ERI and £0.8 million to Fantech. Year ended 31 July 2025 Year ended 31 July 2024 Reported £m Adjustments £m Adjusted results £m Reported £m Adjustments £m Adjusted results £m Revenue 419.1 — 419.1 347.6 — 347.6 Gross profit 205.6 7.1 212.7 178.3 — 178.3 Administration and distribution costs excluding the costs listed below (119.2) — (119.2) (100.3) — (100.3) Amortisation of intangible assets acquired through business combinations (11.3) 11.3 — (9.3) 9.3 — Fair value movement in contingent consideration (4.7) 4.7 — 1.9 (1.9) — Costs of business combinations (3.1) 3.1 — (0.2) 0.2 — Operating profit 67.3 26.2 93.4 70.4 7.6 78.0 Re-measurement of financial liabilities (0.5) — (0.5) (0.9) — (0.9) Unwinding of discounting on future consideration (3.2) 3.2 — (6.6) 6.6 — Net gain on financial instruments at fair value — — — 0.1 (0.1) — Other net finance costs (9.1) — (9.1) (6.4) — (6.4) Profit before tax 54.5 29.4 83.9 56.6 14.1 70.7 Income tax (13.0) (5.3) (18.3) (13.8) (1.6) (15.4) Profit after tax 41.5 24.1 65.6 42.8 12.5 55.3 Currency impacts Aside from Sterling, the Group’s key trading currencies for our non-UK businesses are the Euro, representing approximately 23% of Group revenues, Australian Dollar (18%), New Zealand Dollar (8%) and Swedish Krona (7%). We do not hedge the translational exchange impact arising from the conversion of the results of overseas subsidiaries, although we do denominate some of our borrowings in our non-Sterling trading currencies, which offsets some of the translation risk relating to net assets. In FY25 we experienced a significant currency headwind of £4.5 million at a revenue level with a £0.7 million impact to adjusted operating profit. All of our principal non-Sterling currencies weakened relative to Sterling in the year, as shown in the below table. Average rate 2025 Average rate 2024 Movement Euro 1.19 1.17 (1.8)% Swedish Krona 13.37 13.40 0.3% New Zealand Dollar 2.21 2.08 (5.8)% Australian Dollar 2.01 1.92 (4.6)% The Group had non-Sterling denominated borrowings as at 31 July 2025 of £144.7 million (2024: £49.8 million) of which: • Euro: £66.0 million • AUD$: £63.2 million • SEK: £15.5 million The Sterling value of these foreign currency denominated loans decreased by £3.2 million because of exchange rate movements (2024: decreased by £1.1 million). 37 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Financial Review continued Transactional foreign exchange exposures arise principally from our US Dollar denominated purchases of materials from our suppliers in the Far East. We aim to purchase a substantial proportion of our expected requirements approximately 12 months forward, and as such, we have forward currency contracts in place for approximately 80% of our forecast average forward requirements for the 2026 financial year. Taxation Our adjusted effective tax rate of 21.8% (2024: 21.8%) is in line with last year. The acquisition of Fantech, with Australasian tax rates at 30%, had an adverse impact on our adjusted effective tax rate, this was however, offset by reductions due to increased patent box benefits in the UK and adjustments in respect of prior periods.. We expect our medium-term adjusted effective tax rate to be in the range of 21% to 25% of the Group’s adjusted profit before tax, depending on the business mix and the profile of acquisitions. Our reported effective tax rate for the year was 23.8% (2024: 24.4%). Excellent cash generation Volution’s high operating margins and asset light business model and operations drives a profile of strong cash generation. Underpinned by a working capital inflow of £4.5 million in the year (2024: inflow of £2.7 million), principally due to inventory optimisation, the Group delivered a strong adjusted operating cash flow of £104.5 million (2024: £85.8 million). Group cash conversion, defined as adjusted operating cash flow as a percentage of adjusted earnings before interest, tax and amortisation, was 109% (2024: 107%). Capital expenditure of £8.4 million (2024: £7.1 million) included £2.2 million relating to the ERI expansion programme, £1.6 million relating to new product development and £1.1 million for Nordics metal capability (see page 26). A summary of the year’s cash flow is shown in the tables below, with the principal outflows being in relation to business combinations (£145.7 million including acquisitions, contingent consideration, earn-outs and associated fees), tax paid (£20.1 million), dividends (£19.0 million) and capital expenditure (£8.4 million). Net debt at 31 July 2025 was £165.7 million (2024: £57.6 million), and is set out in the table below. Leverage of net debt (excluding lease liabilities) to adjusted EBITDA was 1.2x at 31 July 2025 (2024: 0.4x), which coupled with our reliable high levels of cash conversion give us strong capability for future growth investment. Value-adding acquisitions Acquisition spend in the year net of cash acquired was £145.7 million (2024: £13.4 million). We completed the acquisition of Fantech (Australasia), for an initial consideration of AUD$221 million, (£107.4 million, net of cash acquired), on a debt-free cash-free basis, as well as purchasing the remaining 24.35% of ClimaRad (£30.4 million). A deferred consideration element of AUD$60 million is payable in December 2025 in respect of the Fantech acquisition. Movements in net debt position for the year ended 31 July 2025 £m 2024 £m Opening net debt 1 August (57.6) (89.3) Movements from continuing business operations: Adjusted EBITDA 106.3 89.0 Movement in working capital 4.5 2.7 Share-based payments 2.1 1.2 Capital expenditure (8.4) (7.1) Adjusted operating cash flow: 104.5 85.8 • Interest paid net of interest received (7.6) (5.0) • Income tax paid (20.1) (16.8) • Dividend paid (19.0) (16.4) • Purchase of own shares (2.3) (2.7) • Issue costs of new borrowings (1.8) — • IFRS 16 payment of lease principle (6.0) (5.7) • IFRS 16 (increase)/decrease in lease liabilities (13.7) 5.1 Movements from business combinations: • Cash flow relating to business combination costs (3.1) (0.2) • Business combination of subsidiaries, net of cash acquired (107.4) (8.5) • Acquisition of remaining 24.35% of ClimaRad and repayment of vendor loan (30.4) — • Payment of i-Vent Contingent consideration — (2.6) • Payment of ERI Contingent consideration (4.6) (1.9) • Business combination of subsidiaries, debt repaid (0.2) (0.2) • FX on foreign currency loans/cash 3.6 0.8 Closing net debt 31 July (165.7) ( 57.6) Reconciliation of bank debt to net debt 2025 £m 2024 £m Bank debt (144.7) (49.8) Cash 18.7 18.2 Net debt (excluding lease liabilities) (126.0) (31.6) Lease liabilities (39.7) (26.0) Net debt (165.7) (57.6) Reconciliation of reported to adjusted operating cash flow 2025 £m 2024 £m Net cash flow from operating activities 85.0 75.7 Net capital expenditure (8.3) (6.9) UK and overseas tax paid 20.1 16.8 Cash flow relating to business combination 3.1 0.2 Payment of ERI contingent consideration 4.6 — Adjusted operating cash flow 104.5 85.8 Funding facilities and liquidity As at 31 July 2025, the Group had in place a £230 million multicurrency ‘Sustainability Linked Revolving Credit Facility’, together with an accordion of up to £70 million. £30 million of the £230 million facility matures in September 2027, with £200 million maturing in September 2028. A further option is in place to extend the £200 million by an additional year. As at 31 July 2025, the Group had £85.3 million of undrawn, committed bank facilities (2024: £100.2 million) and £18.7 million of cash and cash equivalents (2024: £18.2 million). Returns on Invested Capital (ROIC) remains >25% post Fantech The Group’s ROIC (pre-tax) for the financial year was 25.2% (2024: 27.8%), measured as adjusted operating profit for the year divided by average net assets adding back net debt, acquisition related liabilities, and historic goodwill and acquisition-related amortisation charges (net of the associated deferred tax). The measure excludes the goodwill and intangible assets arising from the original transaction that created the Group when it was bought via a leveraged buy-out transaction by private equity house Towerbrook Capital Partners in 2012. 38 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Financial Review continued On a like for like basis our organic revenue growth of 5.7%cc coupled with strong operating profit growth and net inflow of working capital would have yielded a c240bps increase in ROIC to just over 30%, with then the impact of the Fantech acquisition bringing it down to 25.2%. Although, at the time of entry to the Group, acquisitions will be dilutive to ROIC, our track record of improving returns post- acquisition, coupled with continued organic growth, provides confidence in maintaining Group ROIC above 20% over the medium term while continuing to invest to grow the business. Recommended dividend The Board has recommended a final dividend of 7.4 pence which, together with an interim dividend paid of 3.4 pence per share, gives a total dividend per share of 10.8 pence (2024: 9.0 pence), up 20.0% in total. The final dividend is subject to approval by shareholders at the Annual General Meeting on 10 December 2025 and, if approved, will be paid on 16 December 2025. Employee Benefit Trust During the year £3.0 million of non-recourse loans (2024: £2.7 million) were made to the Volution Employee Benefit Trust for the purpose of purchasing shares in Volution Group plc to meet the Company’s obligations under its share incentive plans. The Volution Employee Benefit Trust acquired 515,000 shares at an average price of £5.83 per share in the period (2024: 770,000 shares at average price of £3.90) and 653,444 shares (2024: 1,019,886 shares) were released by the trustees with a value of £3,694,058 (2024: £3,942,724). The Volution Employee Benefit Trust has been consolidated into the results and the shares purchased have been treated as treasury shares deducted from shareholders’ funds. Andy O’Brien Chief Financial Officer 8 October 2025 Our capital allocation for #### long‑term sustainable growth #### Value-adding #### acquisitions #### Reliable return #### to shareholders Investment for #### organic growth 39 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Key Performance Indicators (KPIs) #### Strong and sustainable performance We have identified a number of KPIs that monitor performance against our strategy and priorities, and enable investors and other stakeholders to measure our progress consistently. Notes 1. The Group uses some Alternative Performance Measures (APMs) to track and assess the underlying performance of the business. These measures include adjusted operating profit, adjusted operating profit margin, adjusted profit before tax, adjusted basic EPS, adjusted operating cash flow, ROIC, net debt, net debt (excluding lease liabilities) and adjusted operating cash conversion. The reconciliation of the Group’s reported profit before tax to adjusted profit measures of performance is summarised in the table on page 37 and in detail in note 2 to the consolidated financial statements. For a definition of all the adjusted and non-GAAP measures, see the glossary of terms in note 33 to the consolidated financial statements. 2. Definitions, basis of preparation, calculation methodology and historical data related to sustainability KPIs and other measures of sustainability performance can be found on pages 178 to 190. Revenue growth £m +14.4% Five-year average Strategic pillars measured by this KPI This KPI tracks our performance against our strategic aim to grow the business. We expect to grow via a combination of both organic growth and via acquisitions of attractive businesses with strong brands that expand our access to markets and are aligned with our purpose. Comments • Revenue grew 20.6%, or 21.9%cc. • Organic revenue growth at cc was 5.7%, with a 1.3% adverse impact of foreign exchange due principally to weakening of the Australian and New Zealand Dollar. • 16.2% revenue growth through acquisitions due to eight months’ contribution from Fantech following the acquisition in December 2024. Organic revenue growth % +7.8% Five-year average Strategic pillars measured by this KPI This KPI tracks our revenue performance from existing businesses excluding the impact of acquisitions. We expect to deliver growth ahead of GDP, leveraging our strong brand positions and market leading product portfolios, supported by regulatory trends and increasing customer awareness of air quality and the importance of ventilation. Comments • Organic revenue growth 5.7%cc, ahead of our target range of 3–5%. • Growth was strongest in the UK (+9.5%) driven by strong residential performance with more mixed market conditions in Europe (+3.1% cc) and Australasia (+0.6% cc). • Growth was predominantly driven by volume/mix c(4.5%) with price of c(1.2%). 2024 2025 2023 2022 2021 347.6 419.1 328.0 307.7 272.6 2024 2025 2023 2022 2021 +1.5 +5.7 +4.6 +6.6 +20.5 Strategic pillars key: Directors’ remuneration key: Organic growth Value-adding acquisitions Operational excellence Sustainability at our core L Long-term Incentive Plan A Annual Bonus Plan 40 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Key Performance Indicators (KPIs) continued Adjusted operating profit margin 1 % of revenue 21.6% Five-year average Strategic pillars measured by this KPI This adjusted measure tracks the underlying financial performance and quality of the Group’s earnings. We aim to achieve and sustain attractive operating margins by leveraging the benefits of product innovation, and through economies of scale in sourcing and operational efficiencies in our production and indirect costs. Comments • Adjusted operating profit margin down 20bps to 22.3% (2024: 22.5%). • Organic adjusted operating profit margin expanded 50bps underpinned by cost initiatives and product mix. • Dilution from the acquisition of Fantech. Link to Directors’ remuneration L A Adjusted operating cash conversion 1 % 99% Five-year average Strategic pillars measured by this KPI This KPI tracks the efficiency of cash generation at the operational level (important for our acquisition strategy), after movements in working capital and capital expenditure. Comments • Asset light business model drives strong cash conversion with a target of 90%. • Conversion of 109% reflects a strong working capital inflow of £4.5 million in the year (2024: £2.7 million). • Capital expenditure of £8.4 million (2024: £7.1 million). Working capital % of LTM revenue 15.4% Five-year average Strategic pillars measured by this KPI This KPI tracks our working capital efficiency; optimisation of our working capital, especially inventories across the Group, is an important stream of our operational excellence focus. Comments • Working capital inflow of £4.5 million in the year primarily due to improvement in inventory. • Highest as a % of revenue in Australasia at 22.1% due to length of supply chain. Link to Directors’ remuneration L A 2024 2025 2023 2022 2021 22.5 22.3 21.3 21.1 20.9 2024 2025 2023 2022 2021 107 109 106 76 97 2024 2025 2023 2022 2021 14.7 15.3 16.1 18.1 12.7 Strategic pillars key: Directors’ remuneration key: Organic growth Value-adding acquisitions Operational excellence Sustainability at our core L Long-term Incentive Plan A Annual Bonus Plan 41 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Key Performance Indicators (KPIs) continued Notes 1. The Group uses some Alternative Performance Measures (APMs) to track and assess the underlying performance of the business. These measures include adjusted operating profit, adjusted operating profit margin, adjusted profit before tax, adjusted basic EPS, adjusted operating cash flow, ROIC, net debt, net debt (excluding lease liabilities) and adjusted operating cash conversion. The reconciliation of the Group’s reported profit before tax to adjusted profit measures of performance is summarised in the table on page 37 and in detail in note 2 to the consolidated financial statements. For a definition of all the adjusted and non-GAAP measures, see the glossary of terms in note 33 to the consolidated financial statements. 2. Definitions, basis of preparation, calculation methodology and historical data related to sustainability KPIs and other measures of sustainability performance can be found on pages 178 to 190. Adjusted basic earnings per share 1 pence +24.4% Five-year average growth Strategic pillars measured by this KPI This KPI measures how successful we have been in growing the business relative to capital allocation and tax considerations. We target double digit adjusted EPS growth. Comments • Adjusted basic EPS grew 18.2%, our strongest annual growth outside of the Covid-19 period. • Driven by 19.7% growth in adjusted operating profit part offset by higher finance costs due to debt drawn for the purchase of Fantech. Link to Directors’ remuneration L A Reported basic earnings per share pence +40.5% Five-year average growth Strategic pillars measured by this KPI This KPI measures how successful we have been in growing the business relative to capital allocation and tax considerations. Comments • Adjusting items relate to acquisitions and are detailed in the Finance Review on page 37. Most significant adjusting items in the year were amortisation of intangible assets (£11.4 million), fair value movement in contingent consideration (£4.7 million), unwinding of discount on future consideration (3.2 million) and amortisation of acquired inventory fair value (£7.0 million). Return on Invested Capital (ROIC) % 27.3% Four-year average Strategic pillars measured by this KPI This KPI measures the returns for the Group as a whole and helps demonstrate the underlying quality of the business and its ability to generate shareholder value. Comments • ROIC of 25.2% (2024: 27.8%) with organic improvement of 240bps offset by the impact of Fantech acquisition. • Remains significantly ahead of the Group’s estimated Weighted Average Cost of Capital and ahead of our target of 20%. Link to Directors’ remuneration L (underpin) 2024 2025 2023 2022 2021 28.0 33.1 25.8 24.0 21.0 2024 2025 2023 2022 2021 21.6 21.0 19.0 18.1 10.5 2024 2025 2023 2022 27.8 25.2 27.4 28.8 Strategic pillars key: Directors’ remuneration key: Organic growth Value-adding acquisitions Operational excellence Sustainability at our core L Long-term Incentive Plan A Annual Bonus Plan 42 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Key Performance Indicators (KPIs) continued #### Sustainability performance Revenue from low‑carbon products % of revenue 71.2% Group Strategic pillars measured by this KPI • This KPI measures our aim to champion the energy saving potential of our products to support the drive to net zero. • We continued to increase the proportion of our revenue derived from low-carbon sales – up to 77.3% on an organic basis, albeit diluted to 71.2% with the inclusion of Fantech, currently with a smaller portfolio of low-carbon products. Link to Directors’ remuneration L Recycled plastic used in our own manufactured products % 83.9% Group 2024 2025 2023 2022 2021 78.1 83.9 76.2 67.2 59.7 Strategic pillars measured by this KPI • This KPI measures our aim to reduce our environmental impact. • We made further excellent progress in FY25, with the UK facilities at over 90% recycled throughput and progress in the Nordics bringing the Group total to 83.9%. Although we fell short of our stretching target for the year of 90% we exit FY25 with industry leading credentials. Scope 1 & 2 carbon intensity tCO 2 /£m revenue 12.0 Group 2024 2025 2023 2022 2021 12.8 12.0 12.3 12.3 15.1 Strategic pillars measured by this KPI • This KPI measures progress on our commitment net zero. • In FY25 our carbon intensity , impacted by the addition of our recent acquisitions, changes to carbon conversion factors, and some increases in vehicle and gas use. Link to Directors’ remuneration L Reportable accident frequency rate Reportable accidents per 100,000 hours worked 0.17 Group 2024 2025 2023 2022 2021 0.20 0.17 0.30 0.25 0.20 Strategic pillars measured by this KPI • This KPI measures our first priority to keep everyone safe. • In FY24, our focus and investment led to a significant improvement in our reportable accident frequency rate compared with last year. 2024 2025 2023 2022 2021 74.6 71.2 70.1 66.1 62.1 43 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Risk Management and Principal Risks #### Effective risk management is integral #### to our objective of delivering #### sustainable long-term value. The Board is committed to protecting and enhancing the Group’s reputation and assets in the interests of shareholders and all stakeholders. It has overall responsibility for the Group’s system of risk management and internal control. The Group’s businesses are affected by a number of risks and uncertainties. These include internal and external risks, some of which we cannot control and many of which are similar to those found by other companies of similar scale and operations. #### The evolution of our approach Risk management and maintenance of appropriate systems of control to manage risk are the responsibilities of the Board and are integral to the ability of the Group to deliver on its strategic priorities. The Board has developed a framework of risk management which is used to establish the culture of effective risk management throughout the business by identifying and monitoring the material risks, setting risk appetite and determining the overall risk tolerance of the Group. Emerging risk Description of risk Time horizon Geo-political tension Global political and economic instability could disrupt markets or limit access to certain regions hindering deal flow. Short/Medium term AI-driven innovation AI presents many opportunities but also considerable risks around cyber security. AI must be developed in an ethical way. Medium term The Group’s framework of risk management is monitored by the Audit Committee, under delegation from the Board. The Audit Committee is responsible for overseeing the effectiveness of the internal control environment of the Group. Our in-house Internal Audit function provides independent assurance that the Group’s risk management, governance and internal control processes are operating effectively. During this year, we have further evolved our risk management approach, in part in preparation for the implementation of Provision 29 of the new Corporate Governance Code 2024. Our management risk committee was reconstituted as the Risk and Internal Control Committee (RICC), with an extended membership including senior management with responsibility for each functional area in the Group (including Finance, Procurement, IT, Technical, HR, Legal, Business Development). The RICC supports the Audit Committee and Board in setting the Group’s risk appetite and ensuring processes are in place to identify, manage and mitigate the Group’s principal risks. The RICC met six times during the year, reviewing the output of our processes to identify and assess risks, identifying emerging risks, and also helping to validate that the existing principal risks remain appropriately focused. The RICC has a specific responsibility for preparing the business for the requirements of Provision 29. As required by Provision 29 of the 2024 Code, which applies to our financial year beginning on 1 August 2026, the Board will need to make additional declarations regarding the effectiveness of their material internal controls. During this year, we have taken the following preparatory steps: 1 Initial phases included taking stock of the current risk and controls framework to determine where these can be leveraged or where enhancements are needed to meet the requirements of the Code. 2 Defining the Group’s definition of ‘materiality’. 3 Disaggregating the Group’s principal risks and identifying the relevant material controls for each. 4 Preparing control process documentation, defining testing regimes, levels of assurance and the reporting framework. The RICC has provided an update on the preparatory work at each Audit Committee meeting through the year. #### The Board re-approved our risk #### appetite statement “The Board recognises that continuing to deliver returns for shareholders and other stakeholders is dependent upon accepting a level of risk. We balance risk and opportunity in pursuit of our strategic objectives and the acceptable level of risk is assessed on an annual basis by the Board, which defines its risk appetite against certain key indicators, including potential impact of risk, likelihood of risk and ability to reduce risk through mitigation. This ensures alignment between acceptable risk exposure and the strategic priorities of the Group.” Risk appetite statement #### Board • Overall responsibility for risk management • Reviews principal risks and uncertainties, along with actions taken, where possible, to mitigate them • Determine risk appetite #### Audit Committee • Assurance oversight of the internal controls and risk management process #### Risk and Internal Control Committee • Develop risk framework and set and monitor system of internal controls • Compliance & Preparation for Provision 29 #### Executive management • Day-to-day management of risk and controls 44 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Risk Management and Principal Risks continued #### Identifying and monitoring #### material risks Material risks (including emerging risks) that may lead to threats to our business model, strategy and liquidity are identified through our framework of risk management, our analysis of individual processes and procedures (bottom-up approach) and a consideration of the strategy and operating environment of the Group (top-down approach). The risk evaluation process begins in the operating businesses with an annual exercise undertaken by local management to identify and document the significant strategic, operational, financial, reporting and compliance risks facing the businesses. This process ensures risks are identified and monitored and management controls are embedded in the businesses’ operations. In addition, Group functional heads follow the same process, ensuring that functional area risks that may impact across the Group are also documented and considered. The risk assessments are then considered by Group management in the RICC, which evaluates which risks should be identified as the principal risks of the Group with reference to the Group’s strategy and operating environment, for further review by the Audit Committee and Board. #### Our principal risks and uncertainties In accordance with Provision 28 of the 2018 UK Corporate Governance Code (the 2018 Code), the Directors confirm that they have carried out a robust assessment of the principal and emerging risks facing the Group, including those which would threaten the business model, future performance, solvency or liquidity. Set out in this section of the Strategic Report are the principal risks and uncertainties which could affect the Group and which have been determined by the Board, based on the robust risk evaluation process described above, to have the potential to have the greatest impact on the Group’s future viability. For each risk there is a description of the possible impact of the risk to the Group, should it occur, together with strategic consequences and the mitigation and control processes in place to manage the risk. This list is likely to change over time as different risks take on larger or smaller significance. Climate risks have again been considered to be most appropriately managed by including their potential impact within existing principal risks where relevant, rather than defining a separate principal risk. #### Risk heatmap Risk heatmap and key High 2 1 4 3 6 7 5 8 9 10 Low High Impact Likelihood 1. Economic risk 2. Acquisitions 3. Supply chain and raw materials 4. IT systems including cyber breach 5. Compliance with laws and regulations 2 1 4 6 6. Innovation 7. People 8. Product failure 9. Customers 10. Foreign exchange risk 2024 position 2025 position 45 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Risk Management and Principal Risks continued The Board believes that this approach provides greater certainty over forecasting and, therefore, increases reliability in the modelling and stress testing of the Group’s viability. In addition, a three-year horizon is also the performance- based period over which awards granted under Volution’s share-based incentive plan are measured. As part of the annual budgeting process, the Board considers projections for subsequent years. The output of this plan is used to perform central debt and headroom profile analysis, which includes a review of sensitivity to a combination of principal risks. It also considers the ability of the Group to raise finance and deploy capital. Our financial position remains robust with the new debt facilities of £230 million, and an accordion of a further £70 million, reducing to a £200 million facility in October 2027 and maturing in September 2028.The financial covenants on these facilities are for leverage (net debt/adjusted EBITDA) of not more than 3x and for interest cover (adjusted EBITDA/net finance charges) of not less than 4x. As at 31 July 2025, leverage was 1.2 (31 July 2024: 0.4) and interest cover was 13.6 (31 July 2024: 14.8). With respect to the longer-term viability of the Group, we believe the business model will remain highly relevant. The regulatory and consumer drive towards making new and existing homes more efficient and therefore airtight will continue, meaning that the opportunities to solve the problems of indoor air quality will only grow, strengthening the vital role ventilation has to play in creating a healthy indoor environment. We believe that one of the legacy consequences of Covid-19 is a heightened awareness of the importance of indoor air quality to health and the role played by good ventilation systems. Customer requirements in terms of enhanced functionality, energy efficiency and aesthetics of products are also supportive trends. The Board carried out a robust assessment of the principal risks and emerging risks facing the Group, including those that would threaten its business model, future performance, solvency or liquidity. Principal risks are identified through our risk management process and are set out on pages 44 to 53. Whilst the review has considered all the principal risks identified by the Group, a selection of risks was considered which if they occurred together, would be considered a severe but plausible downside scenario with which to assess the viability of the Group. The severe but plausible downside scenario has been modelled, representing the impact of macroeconomic uncertainty including the actions of central banks in raising interest rates to curb inflation and the impact that this may have on the housing and construction industry (principal risk 1) combined with supply chain difficulties and availability issues (principal risk 3). Combined, this severe but plausible downside assumed a reduction in revenue and corresponding variable costs of 15%, a reduction in gross margin of 10% compared with the base case and an interest rate increase of 1% over the three-year period of assessment. The geographic and sector diversification of the Group’s operations, further enhanced by the acquisition of Fantech, helps to mitigate the risk of serious business interruption in one area materially impacting the Group. Furthermore, our business model, structured so that the Group is not reliant on a concentration of customers or sectors, and our ability to flex our cost base, will continue to protect our viability in the face of current and foreseeable future uncertain and adverse economic conditions. We demonstrated our ability to maintain and increase margins across our geographies in FY21, FY22 and in FY23, when the Covid-19 pandemic, the impact of the invasion of Ukraine, and general inflation impacting all input costs were mitigated through early and decisive pricing action. The Board has also considered the impact of climate change, particularly in the context of the risks and opportunities identified in the Task Force on Climate-related Financial Disclosures (TCFD) disclosure of this Annual Report (page 65). Over the time period of our viability assessment, we have concluded that there is no material adverse impact of climate change which could impact the viability of the Group. Over the long term, the impact of climate change is more uncertain, and we will continue to assess these risks against judgements and estimates made in preparation of the Group’s financial statements. The Board has carefully considered the principal risks to the Group and the impact of those risks on the viability of the Group and has concluded there is a reasonable expectation that the Group will be able to meet its liabilities as they fall due and will continue in operation over the period assessed. #### Viability Statement #### The Board has considered #### the viability of the Group #### over a three-year period #### to 31 July 2028, taking #### into account the Group’s current position and the potential impact of the principal risks and uncertainties. While the Board has no reason to #### believe that the Group will #### not be viable over a longer #### period, it has determined #### that three years is an #### appropriate period as it #### aligns with the Group’s #### business planning cycle. 46 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Risk Management and Principal Risks continued The financial statements have been prepared on a going concern basis. In adopting the going concern basis, the Directors have considered external factors, including potential scenarios arising from the political and macroeconomic uncertainty that has arisen post-Covid, the invasion of Ukraine early in 2022, from conflict in the Middle east, and from the Group’s other principal risks set out of page 45. Under a severe but plausible downside scenario, the Group remains comfortably within its debt facilities and the attached financial covenants within the period of assessment to 31 January 2027. The Directors therefore believe, at the time of approving the financial statements, that the Company is well placed to manage its business risks successfully and remains a going concern. The key facts and assumptions in reaching this determination are summarised below. Our financial position remains robust with the new debt facilities of £230 million, and an accordion of a further £70 million, reducing to a £200 million facility in October 2027 and maturing in September 2028.The financial covenants on these facilities are for leverage (net debt/adjusted EBITDA) of not more than 3x and for interest cover (adjusted EBITDA/net finance charges) of not less than 4x. As at 31 July 2025, leverage was 1.2 (31 July 2024: 0.4) and interest cover was 13.6 (31 July 2024: 14.8). Our base case scenario has been prepared using robust forecasts from each of our operating companies, with each considering the risks and opportunities the businesses face. We have then applied a severe but plausible downside scenario, based on a more severe downturn than seen during the financial crisis and Covid-19 pandemic, in order to model the potential concurrent impact of: • a general economic slowdown reducing revenue throughout the period of assessment by 15% compared with the base case, with a corresponding reduction in variable cost base; • supply chain difficulties or input price increases reducing gross profit margin by 10% over the same period; and • a 1% interest rate increase impacting cost of debt. A reverse stress test scenario has also been modelled which shows a revenue contraction of c.26% against the base case with no mitigations would be required to breach covenants, which is considered an extremely unlikely scenairo. Mitigations available within the control of management include reducing discretionary capex and discretionary indirect costs. Over the short period of our climate change assessment (aligned to our going concern assessment), we have concluded that there is no material adverse impact of climate change and hence have not included any impacts in either our base case or downside scenarios of our going concern assessment. We have not experienced material adverse disruption during periods of adverse or extreme weather in recent years, and we would not expect this to occur to a material level over the period of our going concern assessment. The Directors have concluded that the results of the scenario testing, combined with the significant liquidity profile available under the revolving credit facility, confirm that the Group remains a going concern. #### Going concern The financial position of #### the Group, its cash flows #### and liquidity position are #### set out in the financial statements. Furthermore, #### note 27 to the consolidated #### financial statements on #### pages 163 to 166 includes the Group’s objectives and #### policies for managing its #### capital, its financial risk management objectives, #### details of its financial #### instruments and its #### exposure to credit #### and liquidity risk. 47 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Risk Management and Principal Risks continued 1. Economic risk Likelihood Unlikely Possible Likely Potential impact Low Medium High Risk change Likelihood reduced Risk appetite Cautious Strategy link Risk and impact A decline in general economic activity and/or a specific decline in activity in the construction industry, including, but not exclusively, a decline caused by economic uncertainty, inflation, high interest rates or geopolitical instability. Demand for our products serving the residential and commercial construction markets would decline. This would result in a reduction in revenue and profitability. Our ability to achieve our ambition for continuing organic growth would be adversely affected. Change during the year There remains uncertainty as to the strength of the underlying economies in the countries in which we trade, and hence prospects for the housing and construction industry are unclear. Further, global geopolitics remains volatile and impacts on global economic growth are possible, and as such it is appropriate that ‘economic risk’ remains our first principal risk However, inflation and interest rates have fallen in most of our geographies over the year which represents a general improvement in outlook, and hence the likelihood of the risk occurring has fallen slightly since last year, and the potential impact remains as ‘Medium’. Risk mitigation Geographic spread from our international acquisition strategy helps to mitigate the impact of local fluctuations in economic activity. New product development, the breadth of our product portfolio and the strength and specialisation of our sales forces allows us to outperform against any general economic decline. Our end-market diversity, with exposure to both residential and commercial and to new build and RMI, provides mitigation to economic and housebuilding cycles. Our business is not capital intensive and our operational flexibility allows us to react quickly to the impact of any decline in volume. Link to climate change risks Over the longer term, a decline in general economic activity or economic disruption could be caused by physical or transitional risks of climate change. Relevant climate change risks described in further detail in our TCFD section include: Climate risk 1 – Physical risk, Climate risk 2 – Transition risk – reputation, Climate risk 3 – Transition risk – policy and legal, and Climate risk 4 – Transition risk – policy and technology. However, it is important to note that our sustainability ambition is to champion the energy saving potential of our products and solutions and support the net zero ambitions of the countries in which we operate. The regulatory tailwinds should significantly increase demand for our sustainable and innovative ventilation solutions, while our leadership position in the UK, Continental Europe and Australasia means that we are well positioned to seize this opportunity (Transition opportunity 1 – Products and markets). Strategic consequence Organic growth Value-adding acquisitions Operational excellence Sustainability at our core 48 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() 2. Acquisitions Likelihood Unlikely Possible Likely Potential impact Low Medium High Risk change Potential impact reduced Risk appetite Open Strategy link Risk and impact We may fail to identify suitable acquisition targets at an acceptable price, or we may fail to complete or properly integrate the acquisition. Revenue and profitability would not grow in line with management’s ambitions and investor expectations. Failure to properly integrate a business may distract senior management from other priorities and adversely affect Group revenue and profitability, or the acquired business may not perform as expected. Financial performance could be impacted by failure to integrate acquisitions and to secure intended synergies. Our strategic ambition to grow by acquisition may be compromised. Change during the year Last year we increased the potential impact of this risk in advance of the acquisition of Fantech, our largest acquisition to date. Following the successful initial integration of the business, the potential impact has now been reduced. Risk mitigation The ventilation industry in Europe and across our geographies remains fragmented with many opportunities to court acquisition targets. Senior management has a clear understanding of potential targets in the industry and a track record of acquisitions since IPO in June 2014. Management is experienced in integrating new businesses into the Group. Our policy of rigorous due diligence prior to acquisition and a structured integration process post-acquisition have been maintained. Link to climate change risks N/A 3. Supply chain and raw materials Likelihood Unlikely Possible Likely Potential impact Low Medium High Risk change No change Risk appetite Cautious Strategy link Risk and impact Raw materials or components may become difficult to source because of material scarcity or disruption of supply including, but not exclusively, as a consequence of economic uncertainty, geopolitical instability, supply interruptions in China, and the evolution of the relationship between the UK and the EU, post-Brexit. The increased friction and potential for a trade war or other geopolitical disputes including between the US and China could destabilise supply chain activity. Prices for input materials may increase and our sales and profitability may be impacted during any period of constraint. Organic growth may be reduced. Our product development efforts may be redirected to find alternative materials and components. No change during the year Potential for disruption to supply chains, especially relating to products and materials sourced from China, continues to be a specific risk that we are managing very closely. Potential impacts could include inability to service customer demand due to non-availability of products as well as input cost increases due to the need to airfreight. Risk mitigation We establish long-term relationships with key suppliers to promote continuity of supply and where possible we have alternative sources identified. We continue to monitor stock levels and order patterns and where deemed necessary will adjust inventory levels to help mitigate any disruptions in supply. Link to climate change risks Over the longer term, supply chain issues could be caused by physical or transitional risks of climate change. Relevant climate change risks described in further detail in our TCFD section include: Climate risk 1 – Physical risk, Climate risk 2 – Transition risk – reputation, Climate risk 3 – Transition risk – policy and legal, and Climate risk 4 – Transition risk – policy and technology. #### Risk Management and Principal Risks continued Strategic consequence Organic growth Value-adding acquisitions Operational excellence Sustainability at our core 49 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() 4. IT systems including cyber breach Likelihood Unlikely Possible Likely Potential impact Low Medium High Risk change Likelihood increased Risk appetite Averse Strategy link Risk and impact We may be adversely affected by a breakdown in our IT systems or a failure to properly implement any new systems. We could temporarily lose sales and market share and could potentially damage our reputation for customer service. Change during the year The risk of cyber attack and cyber fraud continues to be a threat for all businesses. We have increased the likelihood slightly to recognise the increased number of high profile events reported across the world during the year. Risk mitigation Disaster recovery and data backup processes are in place, operated diligently and tested regularly. Our decentralised IT systems mean that it is unlikely that a material proportion of the Group could be compromised at any one time. We have a three-layered system of network security protection against cyber attacks or breaches of security. This infrastructure is maintained to withstand increasingly sophisticated worldwide cyber threats. We also undertake regular cyber security testing and training of our employees. We have a process of annual internal and external penetration testing with quarterly monitoring checks and have carried out an audit review of all third party IT suppliers. We engage regularly with external experts to help us benchmark our security positioning and identify enhancement opportunities. Link to climate change risks N/A 5. Compliance with laws and regulations Likelihood Unlikely Possible Likely Potential impact Low Medium High Risk change No change Risk appetite Averse Strategy link Risk and impact The Group or other stakeholders may fail to comply with relevant laws and regulations in contravention of our Code of Conduct and other Group policies resulting in a potential one-off fine or penalty and a significant adverse impact on brand reputation. Relevant laws include but are not limited to Anti-Bribery & Corruption, Sanctions and Export Controls, Data Protection, Competition, Environmental and Health & Safety. No change during the year We continue to work to ensure we comply with all relevant laws and regulations. Risk mitigation Processes are in place to ensure that all relevant laws and regulations are identified and followed. Training is carried out when required, and policies are published and issued to colleagues, suppliers and other stakeholders clearly stating responsibilities and obligations of those doing business with the Group. A confidential reporting hotline is available to all employees and third parties to raise concerns including any in relation to potential breaches of compliance and misconduct. These are independently followed up and investigated. Link to climate change risks Climate risk 3 – Transition risk – policy and legal. #### Risk Management and Principal Risks continued Strategic consequence Organic growth Value-adding acquisitions Operational excellence Sustainability at our core 50 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() 6. Innovation Likelihood Unlikely Possible Likely Potential impact Low Medium High Risk change Likelihood reduced Risk appetite Open Strategy link Risk and impact Regulations relating to the carbon efficiency of buildings, the efficiency of electrical products and compliance may change, and we may fail to innovate commercially or technically viable products to maintain and develop our product leadership position. Failure to innovate may result in an ageing product portfolio that falls behind that of our competition. Our organic growth ambitions depend in part upon our ability to innovate new and improved products to meet and create market needs. In the medium term, failure to innovate may result in a decline in sales and profitability. Change during the year The continuous improvement and investment in our technical function means that we believe the likelihood of this risk occurring has reduced slightly. Risk mitigation We have continued to improve our technical capabilities during the year, under the leadership of our Group Technical Director Martin Goodfellow. We participate in trade bodies that help to influence the regulatory environment in which we operate and therefore we are well placed to understand future trends in our industry. Favourable regulatory tailwinds have continued to develop. We are active in new product development and have the resource to react to and anticipate necessary changes in the specification of our products. Our product innovation is driven by a deep understanding of the ventilation market and its economic and regulatory drivers. The Group starts with a clear marketing brief before embarking on product development. Link to climate change risks Our sustainability ambition is to champion the energy saving potential of our products and solutions and support the net zero ambitions of the countries in which we operate. The regulatory tailwinds should significantly increase demand for our sustainable and innovative ventilation solutions, while our leadership position in the UK, Continental Europe and Australasia means that we are well positioned to seize this opportunity. 7. People Likelihood Unlikely Possible Likely Potential impact Low Medium High Risk change No change Risk appetite Cautious Strategy link Risk and impact Our continuing success depends on retaining key personnel and attracting skilled individuals. Skilled and experienced employees may decide to leave the Group, potentially moving to a competitor. Any aspect of the business could be impacted with resultant reduction in prospects, sales and profitability. Our competitiveness and growth potential, both organic and inorganic, could be adversely affected. Operational excellence may be adversely affected. No change during the year Whilst our acquisition of Fantech has increased the size and complexity of our business, our improvements to our HR and People organisation and processes and our strong employee engagement scores mean that there is no increase to likelihood or potential impact. Risk mitigation Regular employee appraisals allow two-way feedback on performance and ambition. A Management Development Programme is run periodically to provide key employees with the skills needed to grow within the business and to enhance their contribution to the business. The Directors regularly review succession planning and key roles. Link to climate change risks N/A #### Risk Management and Principal Risks continued Strategic consequence Organic growth Value-adding acquisitions Operational excellence Sustainability at our core 51 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() 8. Product Likelihood Unlikely Possible Likely Potential impact Low Medium High Risk change No change Risk appetite Cautious Strategy link Risk and impact The failure of one of our products through fire, product recall or otherwise, could have a significant adverse impact on brand reputation. No change during the year Product safety continues to be a priority across the business. Risk mitigation Our product design process, quality control and compliance with all relevant regulations means the likelihood of a significant failure is low. Our companies manufacture and assemble a wide variety of product types across different geographies and end markets. They are, as a result, experts in their areas and carry the responsibility for complying with relevant product safety and quality requirements, obtaining relevant accreditations and all necessary product certifications. Quality control processes include clear requirements for and careful selection and management of suppliers, quality checking of products and components from suppliers, and appropriate testing of products once assembled. We typically operate on a product supply-only basis and generally do not take responsibility for installation of our products. Link to climate change risks Transition risk – policy and technology. 9. Customers Likelihood Unlikely Possible Likely Potential impact Low Medium High Risk change No change Risk appetite Cautious Strategy link Risk and impact A significant amount of our revenue is derived from a small number of customers and from our relationships with heating and ventilation consultants. Deterioration in our relationships with a significant customer could have an adverse significant effect on our revenue from that customer. Our organic growth ambitions and operational excellence would be adversely affected. No change during the year Continued macroeconomic uncertainty in some of our markets means that certain customers could fall into financial difficulties. However, we have not seen a material increase in the number of customers failing or of bad debt. Risk mitigation Our customer concentration is low, with the top 20 customers accounting for c.30% of Group revenue. We have strong brands, recognised and valued by our end-users which gives us continued traction through our distribution channels and with consultants and specifiers. We have a very wide range of ventilation and ancillary products that enhance our brand proposition and make us a convenient ‘one-stop-shop’ supplier. We continue to develop new and existing products to support our product portfolio and brand reputation. We focus on customer service. Link to climate change risks Our sustainability ambition is to champion the energy saving potential of our products and solutions and support the net zero ambitions of the countries in which we operate. The regulatory tailwinds should significantly increase demand for our sustainable and innovative ventilation solutions, and strengthen the industry as a whole, including our customers. #### Risk Management and Principal Risks continued Strategic consequence Organic growth Value-adding acquisitions Operational excellence Sustainability at our core 52 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() 10. Foreign exchange risk Likelihood Unlikely Possible Likely Potential impact Low Medium High Risk change No change Risk appetite Cautious Strategy link Risk and impact Foreign exchange rates between currencies that we use may move adversely. The commerciality of transactions denominated in currencies other than the functional currency of our businesses and/or the perceived performance of foreign subsidiaries in our Sterling-denominated consolidated financial statements may be adversely affected by changes in exchange rates. Our ambition to grow internationally through acquisition exposes us to increasing levels of translational foreign exchange risk. No change during the year No change during the year. Risk mitigation Significant transactional risks are hedged by using forward currency contracts to fix exchange rates for the ensuing financial year. Revaluation of foreign currency-denominated assets and liabilities is partially hedged by corresponding foreign currency bank debt. Link to climate change risks How each government and economy respond to the risks of climate change over the long term may impact the macroeconomic outlook for the countries in which we operate, and hence move foreign exchange rates adversely. #### Risk Management and Principal Risks continued Strategic consequence Organic growth Value-adding acquisitions Operational excellence Sustainability at our core 53 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### LSE green #### mark #### FT Europe #### Climate #### leaders #### Plus x #### award ‘Excellent brand #### quality’ inVENTer #### H&V news #### awards #### Vent-Axia Low carbon #### impact award #### Sustainability Introduction to #### sustainability #### Our ambition #### To reduce our environmental impact #### by improving business efficiencies and minimising our impact on the climate. To focus on the quality of materials we use, to support the creation of a circular economy, and #### eliminate all forms of waste across #### our value chain. #### How we align to the UN Sustainable #### Development Goals As a member of the UN Global Compact, our sustainability strategy and material topics align with the UN Sustainable Development Goals (SDGs), the blueprint to achieve a better and more sustainable future for all. #### Sustainable activities #### & awards “We are delighted that the SBTi confirmed that our science based targets meet the SBTi’s Net-Zero Standard Criteria. This approval demonstrates our commitment to reducing GHG emissions in line with the latest climate science research.” Ronnie George Chief Executive Officer Further detail of our alignment with the SDGs can be found on page 190 54 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Sustainability continued 12 3 7 7 6 4 4 9 5 8 Significance for stakeholders In 2021, we undertook our first materiality assessment to identify our focus areas in Product, Planet and People in alignment with our stakeholder needs. In line with our approach to sustainability governance and to ensure our strategy and key objectives remain relevant to our business and stakeholder needs, in 2025 we undertook another full materiality assessment, including a review of internal and external factors that may have changed over that time. #### We focus on what is most important #### to our stakeholders #### Our Material Sustainability Topics Significance for Volution #### Our approach #### to material #### sustainability topics We identified a range of sustainability topics across all areas including governance, environment and human/social issues from various sources including market review and analysis, recent publication frameworks (including the Global Reporting Initiative (GRI) and Corporate Sustainability Reporting Directive (CSRD)), and from our previous materiality assessment work. We identified those topics of particular relevance for Volution Group and our stakeholders (see our approach to stakeholder engagement on 189). We grouped and prioritised topics and scored according to Group and stakeholder interest to identify those that are material. We aligned to the UN SDGs, and ensured that we have relevant and measurable KPIs and metrics to report against each material topic so that progress can be tracked and reported (see Sustainability – monitoring our progress, next page). Our 2025 materiality assessment confirmed that the existing material topics remain relevant to the Group, albeit with some changes to ranking. Highest Priority 1. Our carbon emissions Emissions from our direct operations remains a key area of activity for the business and our stakeholders as we continue towards our net zero targets. 2. Health and safety Keeping everyone safe and ensuring our colleagues can go home each day to their families remains amongst the highest priorities. 3. Low-carbon products Our target for the sale of low-carbon products was met in 2025 and has increased in importance if we are to deliver our net zero commitments. 7. Employee engagement Our first employee engagement survey in FY24, repeated and with improved results in FY25, demonstrates our commitment to delivering real improvements and the high priority placed on this by the Group. High Priority 4. Supply chain management We recognise increased demands for responsible and transparent supply chains from internal and external stakeholders and have increased our capabilities further for sustainable supply chain management. 5. Sustainable materials We have continued to see excellent and industry leading progress in the use of recycled plastic in our manufactured products. Our investment to date has set up our processes to be able to deliver further in the future. 6. Packaging/waste management We have reduced our impact significantly through reducing our packaging and diverting most of our operational waste from landfill. There is still more to do to reduce packaging waste further. Priority 8. Diversity Equity and inclusion (DEI) DEI continues to remain a priority, for the business. 9. Training and development Development of our employees continues to be a key priority for the business with further activity planned in the future. 3 6 5 55 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Sustainability – monitoring our progress #### Product Our ambition To champion the energy saving potential of our products and solutions and support the net zero ambitions of the countries in which we operate. To continue to develop clean air solutions that protect people’s health and increase their comfort in an ethical and responsible way. Low-carbon solutions Our low-carbon solutions help reduce emissions from buildings and are the cornerstone of our offering in the transition to a low-carbon economy. Customers Shareholders FY25 saw an increase in low-carbon sales on an organic basis from 74.6% to 77.3%. Our target of 70.0% was achieved. FY25 also saw an increase in heat recovery sales on an organic basis from 31.7% to 32.5%. Including Fantech, low carbons sales were 71.2% and heat recovery sales are 28.5% due to the dilution effect of the lower proportion of these products in the current Fantech product portfolio. Low-carbon product sales 71.2% 77.3% organic (FY24: 74.6) 70% FY25 target Avoided emissions 1,979,945 (FY24: 1,872,583) See more on pages 58 to 61 Heat recovery sales 28.5% 32.5% organic (FY24 31.7%:) Supply chain management Committing to responsible and ethical supply chain management as a manufacturer of electrical and durable plastic goods. Customers Shareholders Suppliers In FY25, we further enhanced our activities on social responsibility and ethical business practices in our supply chain. In FY26, we will keep focus on the social aspects in our supply chain. Supplier audits completed 94 (FY24: 71) Eligible employees completing modern slavery training 100% See more on pages 72 to 79 #### Planet Our ambition To reduce our environmental impact by improving business efficiencies and minimising our impact on the climate. To focus on the quality of materials we use, to support the creation of a circular economy and to eliminate all forms of waste across our value chain. Our carbon emissions Reducing carbon emissions from operations, our supply chain and the use of our products. Customers Shareholders In FY25, our near-term and net zero carbon reduction targets were validated by SBTi. In FY26, we will continue to progress the reduction of our Scope 1, 2 and 3 emissions. Carbon intensity (location based tCO 2 e/£m revenue) 12.0 (FY24: 12.8) 12.3 FY25 target Scope 1 & 2 (market based tCO 2 e ex Fantech) 2,568 (FY24: 2,566) See more on pages 64 to 71 Sustainable materials Increasing the use of sustainable materials in our manufactured products, including the use of recycled plastics, saves resources and energy use. Customers Shareholders In FY25, the proportion of recycled plastic used in our production increased significantly, with UK facilities at 90.0% and Nordics production increasing to >25%. Our stretch target was missed but continued progress is expected in FY26. Use of recycled plastic 83.9% (FY24: 78.1%) 90% FY25 target See more on pages 64 to 71 Packaging waste and management Managing the waste from our products and direct operations helps reduce our impact on the environment. Customers We continued to expand the use of responsible ‘Nil waste to landfill’ waste-removal services across the Group, with <10% of direct waste going to landfill. Waste to landfill 9% (New measure in FY25) Waste recycled 80% (New measure in FY25) See more on pages 64 to 71 #### People Our ambition To continue to develop an engaged and inclusive workforce where our employees feel valued and can fulfil their potential. To build relationships with the local community, provide support where needed and leave a lasting legacy. To place the highest priority on health and safety as we continue to pursue our zero-harm ambition. Health and Safety Keeping everyone safe is our highest priority. We have a zero harm ambition, and aim to reduce the frequency rate of serious accidents year-on-year. Employees Shareholders The frequency rate of our most serious category of accident reduced to 0.17 per 100,000 hours worked, down from 0.2 in FY24 and 0.3 in FY23. We will continue to focus on keeping everyone safe in FY26. Reportable incidents per 100,000 hours worked 0.17 (FY24: 0.20) Lost time incidents per 100,000 hours worked 0.19 (FY24: 0.18) See more on pages 72 to 79 Employee engagement Creating a working environment where our employees can develop their skills. Employees Our second employee engagement survey saw a modest increase from 74 in FY24 to 75 in FY25. While we made progress in some key areas, we acknowledge there is more work to be done, and specific actions will be taken in FY26. Engagement survey KPI 75 (FY24: 74) See more on pages 72 to 79 Diversity, equity and inclusion Building a culture where people feel heard, valued and supported, because when our people thrive, our business grows with them. Employees Shareholders We became a strategic partner of the Construction Inclusion Coalition during the year, and continued to run our mentoring programme. Gender diversity of our Board #### Male 57%/Female 43% (FY24 Male 57%/Female 43%) See more on pages 72 to 79 DescriptionMaterial item Definitions, basis of preparation, calculation methodology and historical data related to sustainability KPIs and other measures of sustainability performance can be found on page 178 to 190. 56 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Sustainability continued #### Product Our ambition To champion the energy saving potential of our products and solutions and support the net zero ambitions of the countries in which we operate. To continue to develop clean air solutions that protect people’s health and increase their comfort in an ethical and responsible way. Low-carbon solutions Our low-carbon solutions help reduce emissions from buildings and are the cornerstone of our offering in the transition to a low-carbon economy. Customers Shareholders FY25 saw an increase in low-carbon sales on an organic basis from 74.6% to 77.3%. Our target of 70.0% was achieved. FY25 also saw an increase in heat recovery sales on an organic basis from 31.7% to 32.5%. Including Fantech, low carbons sales were 71.2% and heat recovery sales are 28.5% due to the dilution effect of the lower proportion of these products in the current Fantech product portfolio. Low-carbon product sales 71.2% 77.3% organic (FY24: 74.6) 70% FY25 target Avoided emissions 1,979,945 (FY24: 1,872,583) See more on pages 58 to 61 Heat recovery sales 28.5% 32.5% organic (FY24 31.7%:) Supply chain management Committing to responsible and ethical supply chain management as a manufacturer of electrical and durable plastic goods. Customers Shareholders Suppliers In FY25, we further enhanced our activities on social responsibility and ethical business practices in our supply chain. In FY26, we will keep focus on the social aspects in our supply chain. Supplier audits completed 94 (FY24: 71) Eligible employees completing modern slavery training 100% See more on pages 72 to 79 #### Planet Our ambition To reduce our environmental impact by improving business efficiencies and minimising our impact on the climate. To focus on the quality of materials we use, to support the creation of a circular economy and to eliminate all forms of waste across our value chain. Our carbon emissions Reducing carbon emissions from operations, our supply chain and the use of our products. Customers Shareholders In FY25, our near-term and net zero carbon reduction targets were validated by SBTi. In FY26, we will continue to progress the reduction of our Scope 1, 2 and 3 emissions. Carbon intensity (location based tCO 2 e/£m revenue) 12.0 (FY24: 12.8) 12.3 FY25 target Scope 1 & 2 (market based tCO 2 e ex Fantech) 2,568 (FY24: 2,566) See more on pages 64 to 71 Sustainable materials Increasing the use of sustainable materials in our manufactured products, including the use of recycled plastics, saves resources and energy use. Customers Shareholders In FY25, the proportion of recycled plastic used in our production increased significantly, with UK facilities at 90.0% and Nordics production increasing to >25%. Our stretch target was missed but continued progress is expected in FY26. Use of recycled plastic 83.9% (FY24: 78.1%) 90% FY25 target See more on pages 64 to 71 Packaging waste and management Managing the waste from our products and direct operations helps reduce our impact on the environment. Customers We continued to expand the use of responsible ‘Nil waste to landfill’ waste-removal services across the Group, with <10% of direct waste going to landfill. Waste to landfill 9% (New measure in FY25) Waste recycled 80% (New measure in FY25) See more on pages 64 to 71 #### People Our ambition To continue to develop an engaged and inclusive workforce where our employees feel valued and can fulfil their potential. To build relationships with the local community, provide support where needed and leave a lasting legacy. To place the highest priority on health and safety as we continue to pursue our zero-harm ambition. Health and Safety Keeping everyone safe is our highest priority. We have a zero harm ambition, and aim to reduce the frequency rate of serious accidents year-on-year. Employees Shareholders The frequency rate of our most serious category of accident reduced to 0.17 per 100,000 hours worked, down from 0.2 in FY24 and 0.3 in FY23. We will continue to focus on keeping everyone safe in FY26. Reportable incidents per 100,000 hours worked 0.17 (FY24: 0.20) Lost time incidents per 100,000 hours worked 0.19 (FY24: 0.18) See more on pages 72 to 79 Employee engagement Creating a working environment where our employees can develop their skills. Employees Our second employee engagement survey saw a modest increase from 74 in FY24 to 75 in FY25. While we made progress in some key areas, we acknowledge there is more work to be done, and specific actions will be taken in FY26. Engagement survey KPI 75 (FY24: 74) See more on pages 72 to 79 Diversity, equity and inclusion Building a culture where people feel heard, valued and supported, because when our people thrive, our business grows with them. Employees Shareholders We became a strategic partner of the Construction Inclusion Coalition during the year, and continued to run our mentoring programme. Gender diversity of our Board #### Male 57%/Female 43% (FY24 Male 57%/Female 43%) See more on pages 72 to 79 Key to status: Achieved Partially achieved Not achieved Stakeholders Progress Status Metrics, KPIs and targets 57 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Sustainability continued Volution products support the transition to a low-carbon, climate- #### resilient economy The most effective way of improving the thermal efficiency of buildings is to increase insulation and airtightness, and that impacts indoor air quality. As a result, energy efficient ventilation solutions are a key aspect of the net zero-ready building challenge. Further, the additional benefit of reduced energy consumption for space heating comes from the adoption of more sophisticated heat recovery ventilation systems. Buildings are responsible for around 36% of energy-related GHG emissions and 40% of total energy demand, of which the majority are related to heating, cooling and hot water. If we are to hit global net zero targets, we must improve the energy efficiency of the existing building stock, alongside the construction of new compliant buildings. There are increasingly stringent energy efficiency standards in most developed countries for new buildings. However, 80% of buildings standing today are expected to be still in use in 2050, with many of these buildings having been built before efficiency regulations came into effect. To meet net zero targets, deep renovations of existing buildings to improve energy efficiency need to be implemented at a rate of c.2–3% per year by 2030, a significant increase from the current <1% rate. The scale of this challenge has been recognised by many governments, with regulations introduced aimed at increasing building efficiency and deep renovations for example the EU’s ‘Energy Performance of Buildings Directive’ (EPBD) in 2024. #### Strategic response and resilience Our products directly support the transition to a sustainable built environment. In FY25, 71.2% of our revenue was derived from the sale of low-carbon products, against a target of 70%. 32.5% of revenue was derived from the sale of more sophisticated, heat recovery products and systems. We are part of the group of companies driving the Green Economy, evidenced by our LSE Green Economy Mark and the eligibility of our products to the EU Taxonomy. The long-term global regulatory drivers for energy efficient ventilation solutions in new buildings and renovation provide resilience, and opportunity for growth for our Group. Recent regulatory developments are described on pages 61 and 62, and the impact of regulations on organic growth is explained with case studies on pages 22 and 23. #### Impact on financial statements Our transition opportunity is a core aspect of our overall business strategy and growth opportunity; see pages 10 and 11. No additional costs outside of our existing financial model are required to realise this opportunity. #### We are proud to be in #### the FTSE Russell Green #### Mark 2025 cohort. #### The Green Mark is an #### accreditation which recognises #### companies whose products #### and services have net positive environmental benefits. The #### demanding 50% green revenues #### means that only 6% of UK listed #### companies receive the mark. Our continuing drive to increase strong low-carbon sales reflect our commitment to the global green economy. 2025 is our fifth year holding the Green Mark. #### Green Mark Low-carbon sales 71.2% #### (77.3% organic) Avoided emissions 1,979,945 tCO 2 e Heat recovery products 28.5% #### (32.5% organic) 71.2% of our sales are EU Taxonomy-eligible These sales fall under the EU Taxonomy category ‘3.5 – Manufacture of energy efficiency equipment for buildings’ and are specifically related to climate change mitigation. #### Metrics andtargets #### EU Taxonomy #### Our transition opportunity 58 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Sustainability continued #### We report transparently #### and consistently We present our sustainability-related governance, policies and data in accordance with all the applicable regulations and aim to follow best practice. We report within this Annual Report and Accounts in line with: • The Task force on Climate-related Financial Disclosures (TCFD) (pages 65 and 178 to 190); • The Sustainability Accounting Standards Board (SASB) (page 180); • The Sustainable Finance Disclosure Regulation (SFDR) Principal Adverse Indicators (PAI) (page 179); and • all relevant company and listing rules. Following the amendments to the EU Corporate Sustainability Reporting Directive (CSRD) adopted in February 2025, Volution Group plc are not in scope of the directive. We will explore the use of voluntary frameworks, including GRI, to enable further transparent and consistent reporting in future reports. Our ESG-related policies can be found on our corporate website: https://www.volutiongroupplc.com/about-us/ governance/policies Sustainability is integrated into #### Group governance The Sustainability Committee is integral to the decision-making process of the Group as it pertains to sustainability-related issues. More details of the governance structure and processes can be found in the Governance section (page 88) and in the TCFD section (page 65 and 178 to 190). The Group’s Sustainability Committee is formed of our senior leadership team including representatives from each business, and is attended by our Non-Executive Director (NED) Amanda Mellor. The Committee met twice in the year and discussed key issues impacting the Group. The Committee reviewed progress on sustainability matters. Each business presented their actions, plans and performance against emission reduction targets. It was noted that good progress was being made, and efforts will need to continue to ensure future targets are met. The Committee noted the increasing demands for sustainability-related data both internally and externally and the need for continuous improvements in measurement and collection methodology, and will consider investment in improved systems for collecting sustainability data in the coming year. #### Employee #### engagement Celia Baxter Designated NED for Employee Engagement People section Pages 72 to 79 #### Sustainability Committee Responsibility for the development and implementation of the Volution sustainability strategy and initiatives, covering Product, Planet and People. The Sustainability Committee is chaired by the Chief Executive Officer and is attended by the designated Non-Executive Director for Sustainability Matters, Amanda Mellor. #### Board #### DEI Committee Reports to the Sustainability Committee People section Pages 72 to 79 #### Sustainability governance 59 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Products #### Improving air quality #### and reducing #### emissions #### Our ambition To champion the #### energy saving potential of our products and #### solutions and support #### the net zero ambitionsof the countries in whichwe operate. #### To continue to develop #### clean air solutions that #### protect people’s health #### and increase their comfort in an ethical and #### responsible way. 60 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### We define low-carbon #### products as those that #### deliver energy savings once #### installed in their intended #### application – both in #### new buildings and in refurbishments. Specifically, #### if a product helps a building #### use less energy in normal #### operation, and does so beyond the legal minimum, #### we count it as low-carbon. By driving our low-carbon sales, we know we are delivering on our purpose to provide healthy air sustainability. #### New build In new buildings, ‘qualifying products’ reduce energy use and associated carbon emissions, verified through national calculation methods or recognised efficiency schemes. Across our European businesses, this is shaped by the Energy Performance of Buildings Directive (EPBD), with each country operating its own models. In the UK, qualifying products include those in the Standard Assessment Procedure (SAP) – transitioning to the Home Energy Model (HEM) – and those that are listed in the Product Characteristics Database (PCDB). For non- domestic projects, the Simplified Building Energy Model (SBEM) provides the verification route. In Germany, qualifying reductions are demonstrated using DIN V 4701-10:2003-08 with DIN V 4108-6:2004-03, or the DIN V 18599-6:2018-09 suite. We also recognise products validated through frameworks that identify energy-saving measures, such as the UK Energy Technology List (ETL), and in Australia, products that contribute to higher star ratings under NatHERS (Nationwide House Energy Rating Scheme). #### Refurbishment In building refurbishment, our baseline is the regulatory minimum required for sale or installation. Products that merely meet these thresholds are ‘entry level’ and excluded from our low-carbon definition. To qualify, a product must exceed the minimum and provide demonstrable energy savings when replacing a standard product or when added to an existing building or application. #### Defining low-carbon sales #### and why they matter Typical qualifying examples include controls and automation that cut unnecessary run-time (presence/CO 2 /humidity sensors and demand- controlled ventilation) and our DC/EC-motor extract fans, which use significantly less electricity than traditional AC fans while improving controllability and acoustics. Where credible data is available, we also consider interoperability benefits – e.g., controls that integrate with Building Management System (BMS) platforms to optimise whole-system efficiency. #### Australia Following the acquisition of Fantech, a greater share of our sales now comes from markets beyond the scope of the EPBD and from less regulated commercial and industrial applications. Combined with a varied climate and generally lighter regulation, this has diluted the proportion of sales in our low-carbon category. In Australia, fans must meet Minimum Energy Performance Standards (MEPS) under AS/NZS 1359.5, aligned with IEC 60034-30-1. We treat MEPS as a regulatory minimum; products that only meet this bar are therefore excluded. The Department of Climate Change, Energy, the Environment and Water (DCCEEW) is consulting on tighter, European-style efficiency requirements. As these lift baseline performance, operational emissions will fall even for standard products, helping our Scope 3, Category 11 performance over time. #### Products continued ClimaRad Care H1C Inventer Taris Ventair SkyFan 61 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Products continued #### What’s excluded (and why) We do not include products whose primary claim is durability or end-of-life recyclability alone, nor products that require unusual operating patterns to deliver savings. Our focus is operational energy reduction verified by accepted calculation methods or widely used, independent schemes. #### How we measure We use the nationally accepted calculation or rating tool for each market as first-line evidence for many of our products. Where products are listed on official databases (such as the Product Characteristics Database (PCDB)) or eligible under recognised schemes (such as the Energy Technology List (ETL)), this provides transparent, auditable support. Heat recovery sales are tracked separately and disclosed as a sub-category of our low-carbon mix. We avoid double-counting by assigning each product a single verification route and excluding bundles where the same saving could be claimed twice. Our definition focuses on operational energy. Where robust embodied- carbon data exists, we disclose it separately and do not include it in low-carbon sales unless there are clear and measurable reductions in energy. #### Customer-driven For customers, low-carbon products usually mean lower running costs, improved comfort and regulatory compliance with headroom. A typical residential application might be replacing a continuously running AC extract fan with a demand-controlled EC model: the building maintains air quality, but the fan runs only when needed, and at lower power. In commercial settings, linking sensor-led ventilation within a BMS can reduce out-of-hours consumption and smooth out peak demand, often delivering rapid financial paybacks. Heat recovery units further improve efficiency by capturing energy that would otherwise be lost in exhaust air and using it to pre-condition incoming supply air. This significantly reduces heating demand in many climates – delivering the same, or even better, indoor air quality with fewer kilowatt-hours. #### What we’re prioritising next We are accelerating EC/DC motor substitutions across key product lines, expanding our heat recovery offerings and introducing additional demand-led controls and sensors. This roadmap focuses on practical, high-impact upgrades that shorten customer paybacks and lock in long-term energy savings. This year, 71.2% of our sales came from low- carbon products – supporting UN SDGs 3, 7, 11 and 13 – and we aim to grow this share through targeted innovation, clear evidence and transparent reporting. #### How heat recovery ventilation works Heat Recovery Ventilation (HRV) is a system designed to improve indoor air quality and energy efficiency by exchanging stale indoor air with fresh outdoor air while retaining much of the heat energy. Here’s how it works: Stale air extracted from the house Air exhausted to outside after the heat has been recovered Fresh incoming air from outside Warm air introduced to the home after recovering heat 62 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Products continued #### Avoided emissions Employing heat recovery ventilation solutions in airtight, insulated buildings enables marked reductions in the energy used for heating and cooling. Alongside these energy reductions and correlated financial benefits, there are significant carbon emissions that are avoided when compared with alternative, base-line ventilation. Building on the model that we designed in collaboration with the engineering consultants Arup, and updating for carbon conversion factors, this year we have again calculated the avoided emissions from our heat recovery products sold in the current year, over the lifetime of those products sold. Our heat recovery products consistently reduce energy consumption throughout their useful life, thereby avoiding emissions for more than just a single year. Further, with every successive year, the sales contribute to the growing installed base, leading to cumulative emission reductions. We have, however, assessed only the lifetime emissions of heat recovery products sold in FY25. The estimates of the equivalent number of homes and cars shown are subject to the same assumptions, limitations and sensitivities of the calculation of the reported avoided emissions, and further by the assumptions and limitations of the average emissions for homes and cars published by the Office for National Statistics (ONS) and the Department for Transport (DfT) and used for the calculations. #### Definition – avoided emissions Avoided emissions are those emissions avoided from the use of Volution Group heat recovery products when compared with alternative measures of ventilation. Avoided emissions are not included within Scope 1, 2 or 3 emissions, and do not form part of reporting of total emissions or net zero targets for the Group. Details about the methodology used and assumptions and uncertainties inherent in the calculation can be found on page 187. 63 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information 1. Calculated by taking the Volution reported avoided emissions of 1,979,945 tCO 2 e and dividing by the median emissions for an existing dwelling in England for one year (Office for National Statistics (ONS), 2023). 2. Calculated by taking the Volution reported avoided emissions of 1,979,945 tCO 2 e and dividing by the overall average emissions per mile for UK diesel automobiles (DfT, 2024) assuming 7,000 miles driven per annum per vehicle (DfT, 2024). 638,266 #### homes’ carbon dioxide #### emissions for 1 year 1 1,026,738 #### cars off road for 1 year 2 1,979,945 #### tCO 2 e #### Avoided emissions from the use of our heat recovery #### products sold in FY25 over their lifetime of use The same as: or ![]() #### Planet #### Volution is #### committed #### to a net zero #### carbon future #### Our ambition To champion the #### energy saving potential of our products and #### solutions and support #### the net zero ambitionsof the countries in whichwe operate. #### To continue to develop #### clean air solutions that #### protect people’s health #### and increase their comfort in an ethical and #### responsible way. 64 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Compliance Statement We are committed to consistent and transparent reporting aligned to the recommendations of the TCFD and will continue to work with our stakeholders to provide comprehensive data. We comply with the Financial Conduct Authority’s (FCA’s) Listing Rule 6.6.6(8)(a) and within this Annual Report and Accounts make disclosures consistent with the 2017 TCFD recommendations as well as the updated TCFD 2021 guidance, across all four of the TCFD pillars: Strategy; Governance; Risk Management; and Metrics and Targets. In preparing our disclosures, we considered the industry-specific guidance for the materials and buildings/construction industry, and so disclose data on our assets vulnerable to climate risks, and executive remuneration. We do not consider other industry- specific metrics as material for the Group. The highlights are included in this section of the Annual Report, with more detail provided on pages 181 to 184. We are committed to further improving our reporting and disclosures in future, including, but not limited to, further enhancing the accuracy of our emission data, and the sophistication of our scenario analysis. #### Planet continued #### Task Force on #### Climate-related #### Financial #### Disclosures #### TCFD pillars 2. Strategy Our sustainability ambition is to champion the energy saving potential of our products and solutions and support the net zero ambitions of the countries in which we operate. The regulatory tailwinds should significantly increase demand for our sustainable and innovative ventilation solutions, while our leading position in the UK, Continental Europe and Australasia ventilation markets means that we are well positioned to seize this opportunity. Our strategy is shown on pages 10 to 11, and more detailed TCFD Strategy pillar disclosures are provided on pages 181 to 184. 3. Risk Management The opportunities that are available to us are a key driver to our Sustainable Growth Model. Our organic growth is driven by our local businesses taking the opportunities available to them in each market, driven in part by the local regulatory tailwinds (see page 22). Our drive to innovate and develop new products ensures that we are able to maintain a leadership position in low-carbon and heat recovery products. Our growth from acquisition targets successful businesses that specialise in low-carbon and heat recovery products. The climate risks and opportunities are described on pages 70 and 71, and more detailed TCFD Risk Management pillar disclosures are provided on pages 181 to 184. Our strategic climate opportunity is defined on page 58. 4. Metrics and Targets We disclose all Scope 1, 2 and 3 carbon emissions and have set detailed annual targets, and we have distributed these targets to each of our local businesses. Our metrics for the percentage of our total revenue that is from low-carbon and heat recovery products tracks the extent to which we are utilising the opportunities that climate change brings. The success of our investments and capital allocation, both in terms of plant and equipment and in the acquisition of low-carbon businesses, is reflected in increased sales from these products. We have aligned our revenue with the EU Taxonomy and continue to report under the FTSE Russell Green Economy taxonomy. We believe these externally reported metrics allow us to demonstrate the success of our continued delivery against our sustainable growth strategy. Our FY25 emissions and performance against targets are shown on page 66, and more detailed TCFD Metric and Targets pillar disclosures are provided on pages 185. 1. Governance Climate change is embedded in the governance structure of the Group through a decentralised local ownership, overseen by Group leadership and under the ultimate oversight of the Board. The Board is collectively responsible for promoting the long-term sustainable success of the Company, generating value for shareholders and contributing to wider society. The governance structure is shown on page 59, and more detailed TCFD Governance pillar disclosures are provided on pages 181 to 184. 65 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() 2015 34.1 2016 28.1 2017 25.5 2018 27.9 2019 20.8 2020 19.4 2021 15.1 2022 12.3 2023 12.3 2024 12.8 2025 12.0 #### Planet continued #### A milestone in our #### sustainability journey #### Our targets have been #### approved at the most ambitious #### designation available through #### the SBTi process. Following a rigorous evaluation process, the SBTi has confirmed that our targets meet the SBTi’s Net-Zero Standard Criteria and Near-Term Target Criteria and Recommendations. This approval demonstrates our commitment to reducing GHG emissions in line with the latest climate science. From a 2023 baseline, we have committed to reducing short-term absolute Scope 1 and 2 emissions 63% by 2034 and Scope 3 emissions by 58.8% from the same baseline. We have also committed to reducing our absolute Scope 1, 2 and 3 emissions 90% by 2050, from a 2023 baseline, our net zero commitment. Achieving these targets requires action at every level of our organisation. We continue to find new solutions, operational efficiencies and partnerships to accelerate our transition to a low-carbon future. Our direct operational (Scope 1 and 2) emissions will be reduced by: • Transitioning our facilities from gas to electric heating • Adopting renewable energy contracts • Investment in on-site renewable generation • Transitioning our vehicle fleet to electric where and when possible • Investment in more energy efficient plant and equipment when replaced or when increasing capacity • Installing LED lighting and energy controls throughout our sites #### Most of our emissions are indirect (Scope 3). While national #### commitments to decarbonise #### electricity grids will help lower #### emissions from the use of our products, we will also: • Drive low-carbon sales & continue to develop innovative, lower-carbon products • Increase the use of recycled plastic within our manufactured products • Insource production wherever possible • Work with our supply chain to increase the use of sustainable, lower-carbon inputs • Reduce air freight to the minimum #### Our carbon #### targetsOur strategy #### Total absolute Scope 1, 2 & 3 #### emissions (tCO 2 e) 772,715 Organic increase of 16.7% due to increased sales and product mix impact on energy used by our products over their life. While our targets follow a steady glide path, we expect year-on-year variations as our product mix evolves and grid decarbonisation progresses. (Total emissions of 1,215,342 including Fantech). #### Scope 1 & 2 carbon intensity #### (tCO 2 #### e /£m revenue) 12.0 6.25% lower than FY24 (FY24: 12.8) Reduction as a result of energy efficiency actions taken in the period and revenue growth. #### Scope 1 & 2 absolute market based #### emissions (tCO 2 e) 2,568 Broadly in line with SBTI target on a like for like basis. (FY24: 2,566) 64.8% 10-year reduction #### Carbon intensity trend (tCO 2 #### e /£m revenue) 66 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() 700,000 tCO 2 e 600,000 500,000 400,000 300,000 200,000 100,000 2024 2023 2025 0 Volution Carbon reduction plan Actual emissions SBTi target glide path 2024 onwards Reduction in Scope 3, Category 11 – ‘emissions from use of our products’ due to grid decarbonisation – aligned to commitments made by governments in the countries in which our products are sold 2026 75% of our revenue from low-carbon products 90% recycled plastic in our products 2028 All locations on renewable energy tariffs 90% of air freight switched to sea freight 2030 Natural gas reduced by 50% at UK sites 100% electric fleet 2040 Natural gas removed at UK sites #### Planet continued #### Our pathway to net zero #### 2023 baseline Our targets are to reduce Scope 1 and 2 emissions by 63% by 2034 and all emissions by 90% by 2050. Our targets include an underlying growth in the business of 2% p.a. While our targets follow a steady glide path, we expect year-on-year variations as our product mix evolves and grid decarbonisation progresses. 2050 #### net zero #### target 2034 #### near-term #### target 67 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Circulareconomy G r e e n i n g d i s t r i b u t i o n a n d l o g i s t i c s C i r c u l a r s o u r c i n g I n n o v a t i o n f o r t h e f u t u r e #### 0% waste #### to land�ill #### Planet continued 121,108 KWh energy generated from on-site solar panels in FY25. 564 additional solar panels installed at production facility in Sarajevo, along with heat pump, removing gas use entirely in normal operations. 60,000 km of truck travel saved by investing in insourcing metal production in our Voltair business. 80-90% savings in paper use in UK, Germany and Nordics through ERP upgrades and hand-scanner investment. >80% reduction in emissions from air freight since FY23 SBTi base year – assessing suppliers for efficiency and swapping to sea freight. 30% efficiency gains from investment in extrusion machines in our UK facility. #### FY25 actions #### Progress and actions #### Investments that reduce our footprint #### and enhance efficiency Contributing to the #### circular economy We support the transition to a low-carbon economy. Using recycled plastic in our products, optimising logistics for greater efficiency, and targeting zero waste to landfill – turning waste into value. 68 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() 3D Load optimisation (ERI), ensuring every truck is full and minimising emissions Recycled plastic use in our Nordics business rapidly increasing due to investment and learning from VVUK #### Planet continued Circular sourcing - recycled plastic waste Since 2021, we have set ourselves stretching targets to increase the amount of recycled plastic in products manufactured at our facilities. Initially an ambition, we have invested and innovated to the point where c.90% of our UK plastic inputs were from recycled sources in FY25, and we finished the year at 83.9% of plastics in total for the Group. Whilst short of our 90% goal, further activity is planned over FY26 to continue to increase recycled plastic usage. In the UK, we collaborate with electricals retailer AO to recycle plastic from refrigerators, winning the BEAMA Net-Zero Collaboration Award in FY24. Recycled plastic in our products 83.9% 5.8pp higher than FY24 (FY24: 78.1%) 22% reduction in virgin plastic used in FY25 by weight Relevant material topics 1, 3, 5, 6 Greening distribution and logistics Reducing the impact of distributing our product is a key activity in our sustainability journey. We have increased the efficiency of our distribution systems to reduce the total number of journeys needed. With increasing product demand, consistency and planning are key in maintaining efficient delivery and customer satisfaction. In the UK, careful monitoring of ‘Delivery In Full and On Time’ (DIFOT) KPIs ensures efficient shipments to customers, increasing to 85% in FY25. In North Macedonia (ERI) operations use visual aids and customised software to enhance logistics planning. Many products are bespoke with different sizing, and careful planning ensures optimal truck loading and routing, so that each truck is a full truck. Relevant material topics 1, 4, 6 Targeting 0% waste to landfill In FY24, we started to transition our UK activities to ‘zero waste to landfill’, which has continued to be successfully implemented in FY25. The programme has expanded across the Group, now with only 9% of total operational waste going to landfill in FY25. Relevant material topic 4 Innovating for the future Reducing our environmental footprint will take time and while we have made further progress this year, we will continue to work on circular economy principals. In FY25 86% of R&D investment was related to low carbon products. Relevant material topics 1, 3, 4, 5, 6 69 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Physical risk – acute and chronic Changing weather patterns, linked to climate change, may directly damage our production facilities or disrupt our supply chain. Scenario 1.5°C Likelihood Potential impact Short term Long term Short term Long term Scenario 4°C Likelihood Potential impact Short term Long term Short term Long term Strategic response and resilience Our main production assets are not exposed to direct risks of extreme weather or other impacts of climate change over the short or medium term. We engage with our supply chain and maintain alternative sources and sufficient inventory to avoid the impact of short-term disruption. Our geographic spread from our international acquisition strategy helps to mitigate the impact of local disruption. Impact on financial statements There is no material impact on going concern, impairment or useful economic lives of our assets, nor any required increase in opex or capex to mitigate or replace our assets. Associated principal risk 1, 2 Metrics and targets Continued monitoring of each of our significant locations and portfolio of owned properties. Climate risks and #### opportunities #### Ventilation and low-carbon cooling #### and heating technologies remain a #### key aspect of building adaption in all #### the climate scenarios that we have considered, and Volution’s purpose, #### business model and strategy continue #### to be appropriate under each scenario. However, there are risks #### in the short, medium and long term #### that we continue to monitor. When preparing the consolidated financial statements on pages 136 to 170, the Directors considered the impact of climate change risks and opportunities, and the actions necessary to achieve the targets set for carbon emissions reductions. After careful consideration of these factors, the Directors concluded that there are no material impacts to the assumptions, estimates or judgements used in the preparation of those accounts relating to climate change. When assessing the carrying value of tangible and intangible assets for impairment at the balance sheet date, we considered the impact of climate change under the three scenarios presented and concluded that there was no material adverse financial impact over the period of assessment that could lead to impairment. Our analysis of the resilience of our main locations to the physical risk of climate change also showed us that there is no impact on the useful lives of our material physical assets. Our carbon reduction targets and net zero commitments have been carefully considered, and we have concluded that the actions that we will take do not have a material adverse impact to future cash flows. Our short-term commitments such as reducing air #### Planet continued freight, increasing recycled plastic, moving to 100% renewable tariffs, and moving to a fully electric vehicle fleet do not require material incremental investment, and the longer-term active reductions alongside the passive market reductions do not materially adversely impact future cash flows. This continued success in delivering carbon reductions whilst not impacting profitability has been demonstrated over the past ten years, which has seen a reduction in Volution Scope 1 and 2 carbon intensity of 64.8%. #### Scenarios Our climate change risks were assessed against NGFS climate scenarios, with assumptions informed by regional adaption plans and risk assessments. Sustainable transition – 1.5°C – Inreasingly ambitious climate policies are implemented at a steady pace, allowing market reaction and the introduction of technology-based solutions. Demand for energy efficient products will increase steadily with strong governmental policies for climate adaption in the built environment relating to thermal comfort and energy efficiency. Adaption – 2°C – Current policies continue into 2030, when stronger climate policies are enacted to enable net zero targets to get on track. Demand for energy efficient products will increase with strong governmental policies for climate adaption in the built environment relating to thermal comfort and energy efficiency. Disorderly transition – 4°C – Current policies continue into 2030, but delayed incremental climate action results in physical risks and heightened social and economic disruption. Demand for energy efficient products remain at least at the current levels. #### Timeframe The timeframes used when identifying risks are short term (less than five years) – the period over which we prepare bottom-up plans, medium term (5 – 15 years) – the period over which our continued strategy to provide healthy air sustainability under our strategic pillars will be delivered including specific targets to reduce carbon, and long term (beyond 15 years) – the period aligned to the useful economic life of some of our property assets and where the potential impacts under different scenarios are less certain. These different periods have allowed us to assess risks and opportunities that are immediate and well defined and those which may arise over time but which are much less certain. Minimal financial impact to the Group Some financial impact to the Group but not material Material financial impact to the Group Potential impact 70 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Transition risk – policy and legal Governments may implement taxes or charges which penalise businesses that do not reduce carbon, also increasing the input cost of energy, freight and materials. Scenario 1.5°C Likelihood Potential impact Short term Long term Short term Long term Scenario 4°C Likelihood Potential impact Short term Long term Short term Long term Strategic response and resilience We engage with our suppliers to positively challenge and improve our production supply chain with a focus on eliminating waste, minimising emissions and maximising efficiency. Our carbon reduction targets mitigate potential penalties or charges. Impact on financial statements There is no material impact on going concern, impairment or useful economic lives of our assets, nor any required increase in opex or capex to mitigate or replace our assets. Associated principal risk 4, 9 Metrics and targets Gross profit margin, adjusted operating profit margin. #### Transition risk – policy and technology Governments may implement stricter regulation, rendering elements of our product portfolio non-compliant. Scenario 1.5°C Likelihood Potential impact Short term Long term Short term Long term Scenario 4°C Likelihood Potential impact Short term Long term Short term Long term Strategic response and resilience As active members of trade associations across our Group, we influence directional change in building regulations and improve industry guidance. We are committed to investing in innovation to support breakthroughs in sustainable living and ensuring that emission reduction is a core consideration in our solution design. Impact on financial statements There is no material impact on going concern, impairment or useful economic lives of our assets, nor any required increase in opex or capex to mitigate or replace our assets. Associated principal risk 7, 9 Metrics and targets Percentage of revenue from low-carbon and heat recovery products. #### Transition risk – reputation Investors and lenders may show a preference to allocate capital to businesses with smaller climate impacts, and customers may select competitors which are perceived as having delivered on their plans to reduce carbon. Scenario 1.5°C Likelihood Potential impact Short term Long term Short term Long term Scenario 4°C Likelihood Potential impact Short term Long term Short term Long term Strategic response and resilience Sustainability is at the heart of our purpose and key to our strategy. We have appropriate governance and KPIs in place to ensure delivery of our strategy. We continue to engage with our investors and lenders and are confident our strategy is well understood. Impact on financial statements There is no material risk that we would be unable to raise sufficient funds for future business requirements that could impact our growth strategy, going concern or viability. Associated principal risk N/A Metrics and targets Availability of financing and share price. #### Planet continued Minimal financial impact to the Group Some financial impact to the Group but not material Material financial impact to the Group Potential impact 71 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### People Developing a work- #### environment that is #### engaging, inclusive #### and safe Ventilair Belgium awarded Voka Charter for Sustainable Entrepreneurship second year in a row #### Our ambition #### To continue to develop an #### engaged and inclusive #### workforce where our employees feel valued and #### can fulfil their potential. #### To build relationships with the local community, #### provide support where #### needed and leave a #### lasting legacy. #### To place the highest #### priority on health #### and safety as we #### continue to pursue our #### zero-harm ambition. 72 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### People continued The health, safety, and wellbeing of our people remain at the heart of everything we do. We are committed to providing a safe and supportive working environment across all our sites, with a strong focus on proactive risk management, continuous improvement, and employee engagement. During the year, we continued to strengthen our health and safety culture through a combination of training, leadership involvement, and investment in safer processes and technologies. Regular audits and reporting ensure that safety remains a shared responsibility across all levels of the organisation. Reflecting this ongoing commitment, our employee engagement score on the factor “Safety is a top priority in my organisation” improved by 4 points demonstrating growing confidence in our safety-first approach. We are pleased that our reported accident frequency rate is down 15% on last year. Our ambition however remains zero-harm, and we continue to work at a local level to reduce the risk of accidents further Wellbeing remains a key focus across the Group. This year, we expanded initiatives to support mental health and build employee resilience. At Fantech Australia, Wellbeing Week offered a range of activities to promote physical and mental self-care. From yoga and trivia to a positivity wall and a dedicated wellbeing lounge, the week encouraged employees to pause, connect, and recharge. “Wellbeing Week was a fantastic reminder to prioritise self-care,” said Sarah Martin, Credit Officer at Fantech. “The EAP session and daily tips were really helpful, and the wellbeing lounge provided a great space to relax and engage with colleagues. It struck a great balance between learning and fun.” #### Health, safety #### & wellbeing #### Reportable incidents 0.17 per 100,000 hours worked (FY24: 0.2 per 100,000 hours worked) #### Minor incidents 0.19 per 100,000 hours worked (FY24: 0.18 per 100,000 hours worked) #### Incidents 73 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() 81 82 74 75 80 76 #### People continued #### Strengthening engagement to support long- #### term growth We’re building a culture where people feel heard, valued and supported - because when our people thrive our business grows with them. This year, we ran our second Group-wide employee engagement survey - Volution Voices and welcomed approximately 300 colleagues from the recently integrated Fantech group in Australasia to participate. Understanding their experience during the integration and capturing their sentiment was a key priority for us. While the overall Group engagement score saw a modest increase from 74 to 75 (slightly above the global external benchmark), we experienced notable improvements in the specific areas targeted following the previous survey (see page 75). The scores reaffirmed the strength of our core business fundamentals, with high scores in Purpose (81), Safety (82) and Innovation (74). Our colleagues expressed a strong sense of confidence in the executive leadership team which stems from the leadership’s clear vision, decision-making and effective communication. The executive team is perceived as being transparent and approachable, which fosters trust among colleagues. Our colleagues appreciate the Company’s dedication to sustainability and ethical practices, both in the products it offers and in its operational processes. As a result, there is a strong sense of purpose and pride in being part of an organisation that prioritises the greater good. While we have made progress in the areas of growth and recognition, we acknowledge that there is still more work to be done to strengthen these further. #### Volution Voices Our Group-wide employee engagement survey Overall engagement score “I am proud to work for my organisation” “I would recommend my organisation as a great place to work” “My organisation is strongly committed to making a positive impact on the environment and society” “Safety is a top priority in my organisation” “Regardless of background, everyone in my organisation has an equal opportunity to succeed” 74 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### People continued #### From insight to action: Tracking our employee engagement improvements in FY25 #### Enabling growth through #### people development Line managers are crucial in fostering learning opportunities and developing our talent. In FY25, we launched a new training programme for first-line managers, aimed at equipping both new and experienced leaders with key skills in performance management, coaching, inclusion and development planning. Additionally, we announced a pilot CEO Mentoring Programme to deliver targeted development support for our high-potential talent. We have also significantly increased apprenticeship-based training, further strengthening our commitment to employee growth. #### Volution Voices “I have good opportunities to learn and grow in my organisation” 2025 2024 72 68 #### Fostering belonging by #### strengthening communication #### and collaboration We further enhanced our bi-annual employee forums and senior manager briefings, ensuring they were both informative and highly interactive. Meanwhile, leadership teams in the Nordics and the UK began a focused team development journey, facilitated by external coaches, to foster stronger cross-functional collaboration. #### Volution Voices “Teams at my organisation collaborate effectively to get things done” 2025 2024 73 70 #### Boosting engagement #### through better wellbeing There’s no one-size-fits-all approach to wellbeing, which is why we’re investing in a range of initiatives to meet the diverse needs of our people. From employee assistance programmes to physical and mental wellbeing awareness, our goal is to create an environment where every employee feels supported and able to thrive. #### Volution Voices “My organisation takes a genuine interest in the well- being of employees” 2025 2024 74 71 “The leadership team development journey was both inspiring and deeply insightful. One of the key takeaways was gaining a better understanding of our individual differences and how these influence the way we communicate and collaborate. This awareness has strengthened our ability to effectively support one another in working toward our shared goals.” Monica Tornqvist, Marketing Manager (Sweden) 75 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### People continued Anthony Lamaro Regional MD Australasia Andreas Lofstrand Regional MD Europe (Nordics/West) Koen Groenewold Regional MD Europe (Decentralised Heat Recovery) #### Establishing our regional leadership model Anthony joined Fantech in 2006 as a Sales Representative and has since progressed through a range of senior leadership roles, including Sales Director and, in 2020, Managing Director of Fantech Australia. Following the acquisition by Volution Group, his responsibilities expanded to include oversight of Fantech’s operations in New Zealand. Today, Anthony leads all Volution Group businesses across Australasia, leveraging his wealth of experience in the industry. Anthony brings a strong commercial mindset and a collaborative leadership style, driving initiatives that reinforce Volution’s position as a market leader in air movement solutions. Andreas joined Volution Nordics in 2013 as Finance Director and in 2018 expanded his role to include Operations. In 2020, he was appointed Managing Director for Volution Group companies in the Nordics. With the recent formation of Volution’s regional organisational structure, Andreas has assumed a broader European leadership role to include France, Belgium and Netherlands. His financial expertise, operational insight, and strategic leadership will enable him to drive growth and innovation across the region. Koen joined Volution in 2024 to succeed the founder of ClimaRad, which was acquired by Volution in 2020. As part of the Group’s new regional structure, he now leads operations in Germany and is responsible for Decentralised Heat Recovery across Europe. A qualified accountant, Koen brings extensive experience from senior global finance leadership roles. In addition to his role at Volution, he serves on the supervisory board of FC Twente, reflecting his broad leadership capabilities and commitment to community engagement. 76 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### People continued #### In FY25, we took important #### steps to reinforce our leadership structure to #### match our ambitions. #### We introduced three new regional Managing Director roles – two in Europe and #### one in Australasia – all promoted internally, #### reflecting our talent development focus. These #### leaders bring proven #### expertise, deep regional #### knowledge, and alignment #### with our long-term vision. Q How are you creating a sense of connection and belonging within the region and wider Volution Group? Anthony Our emphasis on collaboration, knowledge sharing, and mutual respect has fostered strong regional ties. Support from global and local teams – including technical, marketing, and finance – underpins our shared goals. The ‘think globally, act locally’ mindset helps us execute strategies aligned with global standards while supporting regional needs. Andreas Group values like People, Product, and Planet create shared identity. Encouraging cross-business cooperation and building relationships are essential for future success. Progress has been made, but continued effort is needed to deepen collaboration. Koen We can leverage the expertise within the individual brands and corporate office. My challenge is to foster the local importance of individual companies and their products, but also to seize opportunities for increased cross-border collaboration and demonstrate that we work daily towards shared Volution goals and standards. Q How do you see regulation driving sales in the next few years? Anthony Australasia has historically lagged behind the UK and Europe on indoor air quality and energy efficiency driven partly due to housing shortages in New Zealand and Australia. This short-term underdevelopment presents opportunities as governments work to increase housing supply. Long-term, product sales will grow as regulations update toward UK and European standards. Demand for higher-performance solutions will rise from homeowner awareness, even as regulatory changes are slow. In industrial markets, upcoming regulation on fume levels will drive demand for ventilation systems. Andreas Regulations will become more complex, but our compliance team is proactive, ensuring products meet future laws. Our focus on heat recovery products positions us well for upcoming regulatory shifts, creating upselling opportunities as the industry transitions from traditional fans to energy-efficient heat recovery systems. Koen Residential construction is a prominent topic in the upcoming Dutch elections. At the same time, investments in sustainability continue, both in new construction and renovations. Tightening requirements for energy consumption (Ecodesign) and environmental impact (such as MPG) are stimulating demand for smart ventilation solutions. New subsidies are also creating opportunities in the private housing market, where we currently have limited presence. Q What are your strategic priorities for the region? Anthony Since becoming Regional MD, I have concentrated on understanding regional businesses, leveraging their strengths and sharing knowledge to support growth. We aim to expand product offerings and protect our market shares, especially where we currently lead. Growth opportunities include increasing awareness around indoor air quality, expanding manufacturing capabilities, and strengthening supply chain relationships across Asia and Europe. Andreas Improving collaboration and knowledge sharing between businesses and with the wider Group, introducing more Group products into existing channels, and emphasizing sustainability to reinforce our market position. Each local market has unique opportunities, and we focus on land-specific strategies to maximise growth. Koen The ClimaRad decentralized Heat Recovery Ventilation solutions offer controllable temperature (heating and cooling) and ventilation quickly and effectively, easy installation without ducts. Air quality requirements demanding our products and we aim to be and remain the best supplier in this field. Through product development and improvements, combined with sustainability and circularity initiatives, we aim to protect and expand our market share in the Netherlands and be competitive with centralized solutions through the aforementioned key selling points. In Germany, we aim to restore our market share in inVENTer and gain a foothold with ClimaRad. 77 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Women in HVAC&R New #### Zealand Diversity Award “Receiving the Women in HVAC&R New Zealand Diversity Award has been an incredibly meaningful milestone for me. This award recognises individuals driving diversity, equity, and inclusion within the HVAC&R industry – those who identify bias, champion change, and create inclusive spaces. “Over the past five years, I’ve had the privilege of helping grow the Women in HVAC&R network from a small group into a vibrant community, with nearly 40 attendees at our latest event. From hosting educational sessions to building connections across the industry, it’s been a labour of love supported by an amazing team and generous sponsors. “Through this journey, I’ve developed both personally and professionally, gaining confidence and contributing nationally via the Hanga-Aro-Rau Workforce Development Council. Change takes time, but the impact of community, collaboration and persistence cannot be overstated. The future holds exciting opportunities for all of us.” Storm Harpham Market Manager, Home Ventilation, New Zealand #### Mentoring, a catalyst #### for growth “The mentoring programme has been playing a vital role in shaping my growth, both personally and professionally. Even though I’m only a couple of sessions into the mentoring programme, the difference it’s already making is remarkable. My mentor has a way of spotting my strengths and showing me how to make the most of them, while also giving me practical, down to earth advice for tackling the areas I want to improve. Our check ins give me focus and accountability, and I can already feel my sense of direction growing clearer. Her encouragement and belief in me are giving me that extra push to aim higher – and I’m genuinely excited to see where the rest of this journey will take me.” Divya Mukesh Technical Author #### People continued #### Stronger #### together Championing inclusion, community engagement and #### ethical business practices At the heart of our business lies a steadfast commitment to creating a more inclusive, responsible and connected world. Over the past year, we have continued to champion diversity and inclusion within our workforce, ensuring that every voice is heard and valued. After a year as a Coalition Member, during which we actively engaged with and benefited from the Construction Inclusion Coalition’s extensive resources, we made the significant decision to become a Strategic Partner. This new role signals our deeper commitment to driving meaningful, long-term change in diversity, equity and inclusion across the construction sector. Our community engagement efforts have deepened our relationships with the people and places we serve, allowing us to drive meaningful impact beyond business. Guided by strong ethical principles, we remain dedicated to transparency, integrity and accountability in every aspect of our operations. Together, these pillars shape a sustainable and purpose-driven future for our organisation and all our stakeholders. Board 1. Male 57% 2. Female 43% 1 2 Senior managers 1 and direct reports 1. Male 77% 2. Female 23% 1 2 All employees 1. Male 71.27% 2. Female 28.71% 3. Prefer not to say 0.04% 1 2 1. Legislation requires that we define ‘senior managers’ as the directors of our subsidiary companies. However, the Board believes this information does not provide a meaningful analysis of how the Group operates so the data shown reflects the proportion of senior managers by our own internal grading system. The number also excludes Board Directors. The statutory reporting requirements can be found on page 97. Find out more https://builtonbetter.uk 78 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() Wishing Tree - Team Fantech support families in need Muddy Angels - Team inVENTer support breast cancer charity Alpe d’Huez bike ride - Team ClimaRad support cancer charity #### People continued #### Advancing human rights and working #### conditions across our supply chain Every year brings numerous learning opportunities for how we engage with various upstream value chain stakeholders on how to improve working conditions for people. In FY25, we continued to build on our commitment to social responsibility and ethical business practices, making meaningful progress in shaping better outcomes for workers across our supply chain. Recognising the critical importance of human rights and labour standards, we have strengthened our approach through targeted actions, data-driven insights and collaborative engagement. Our goal remains clear: to ensure that every individual within our supply chain is treated with dignity, fairness and respect. In FY25, we did the following in our drive to eradicate modern slavery and improve working conditions: • 150 people in supply chain, operations and senior management roles were trained on how to identify key indicators that are usually exhibited by victims of modern slavery. • We conducted 52 site audits and 41 desktop audits for suppliers who fall in scope for enhanced surveillance based on our risk assessment criteria. • We have continued engagement with our £100,000 club; this is a group of 181 suppliers with whom we spend £100,000 or more per year. We work with them to ensure that they are constantly reviewing their own supply chains and finding ways to eliminate modern slavery. • Our audit checks have discovered instances where some employers were not providing social security payments on behalf of their workers. Not only was this against the local laws, but it also left the workers at risk of not having adequate medical insurance and certain retirement benefits. Our positive engagement continues, and it has already yielded positive results for some workers. Updates on supplier-related matters and ethical sourcing progress were presented to the Board as part of our broader ESG reporting. The Audit Committee reviewed supplier audit outcomes and monitored compliance with our Group Modern Slavery Policy and Statement, ensuring accountability and transparency at the highest levels. #### Together for Good: Making a difference through charity 79 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Non-Financial and Sustainability Information Statement This section of the Strategic Report constitutes Volution’s Non-Financial and Sustainability Information Statement and is produced to comply with Sections 414CA and 414CB of the Companies Act 2006. The Companies (Strategic Report) (Climate- Related Financial Disclosure) Regulations 2022 amend these sections of the Companies Act 2006, placing requirements on the Group to incorporate climate disclosures in the Annual Report. We believe these have been addressed within this year’s climate-related disclosures on pages 64 to 71 and 178 to 190 and as such we have referenced the location of these within our statement on TCFD on page 65. Reporting requirements Relevant policy/code Section within Annual Report #### Environmental matters • Sustainability Policy • Sustainability (pages 54 to 59) • Climate (pages 64 to 71 and 178 to 190) #### Employees • Code of Conduct • Health and Safety Policy • Anti-Bribery and Corruption Policy • Whistleblowing Policy • Modern Slavery Policy • Data Protection Policy • People (pages 72 to 79) • Board diversity (page 85) • Gender diversity (page 85) • Stakeholder engagement (pages 32 to 33) • Principal risks (pages 44 to 53) #### Human rights • Code of Conduct • Modern Slavery Policy • Stakeholder Engagement • People (pages 72 to 79) • Stakeholder engagement (pages 32 to 33) #### Social matters • Code of Conduct • Stakeholder Engagement • People (pages 72 to 79) • Governance (pages 81 to 128) • Stakeholder engagement (pages 32 to 33) #### Anti-bribery and anti-corruption • Anti-Bribery and Corruption Policy • Whistleblowing Policy • People (pages 72 to 79) • Governance (pages 81 to 128) #### Principal risks • Risk management (pages 44 to 53) • Principal risks and uncertainties (pages 44 to 53) #### Business model • Business model (pages 6 to 7) #### Non-financial KPIs • Key performance indicators (pages 40 to 43) The Strategic Report was approved by the Board and signed on its behalf by Ronnie George, Chief Executive Officer, on 8 October 2025. Ronnie George Chief Executive Officer 8 October 2025 80 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Chair’s Introduction to Governance Dear shareholder, As Chair of the Company, I am pleased to present the Governance Report for the year ended 31 July 2025. The Report provides an insight into the work and activities of the Board and its Committees during the year. Compliance with the 2018 UK Corporate Governance Code The Board is focused on delivering good corporate governance which supports longer- term shareholder value, and sets the culture, ethics and values for the Group. I am pleased to report that the Company has applied the principles and complied with the provisions of the 2018 UK Corporate Governance Code (the 2018 Code), save for the postponement of our external Board Review (so that newly appointed Non-Executive Directors, Celia Baxter and Emmanuelle Dubu can fully participate). During the year the Board reviewed and discussed the impact of the changes to the UK Corporate Governance Code published in January 2024 (the 2024 Code). The Board is well-prepared for compliance with the updated version, which will apply to the Company for the financial year beginning on 1 August 2025. Strategy and sustainability The Board’s agenda this year continued to encompass a broad range of strategically significant matters, with particular emphasis on the acquisition and subsequent integration of Fantech. This transaction has been significant for the Group, enhancing our presence in Australasia, and broadening our capabilities to deliver innovative solutions to our customers. In August this year I had the opportunity to visit Fantech’s facilities in Australia and New Zealand. I was very impressed by the quality of the operations, the dedication and expertise of the people I met, and their enthusiasm for joining the wider Volution team. #### Fostering a sustainable #### future by focusing on high #### standards of corporate #### governance Nigel Lingwood Chair Their commitment to excellence and alignment with our Group values promises much for our shared future. The Board also spent time during the year reviewing the development of our product portfolio, making capital allocation decisions, setting risk appetite, and preparing for the implementation of Provision 29 under the updated 2024 Code. Our annual July off-site strategy session was again a valuable forum for reflection and forward planning. Members of the executive team provided comprehensive updates on their respective areas, clearly illustrating how each initiative and operational focus dovetails with our overarching strategy and long-term ambitions. These sessions enabled the Board to consider current market positioning, future opportunities and the drivers underpinning our growth trajectory, including a thorough review of the acquisition strategy. On sustainability, our efforts were further supported by regular, updates from the Group’s Management Sustainability Committee. Amanda Mellor, who is the Non-Executive Director responsible for sustainability oversight, attended these sessions and presented insights from these meetings back to the Board. A significant milestone this year was the Board’s approval of new Science Based Targets initiative (SBTi) commitments, marking major progress in our approach to climate responsibility and underlining our ambition to foster a more sustainable future for all stakeholders. 81 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Chair’s Introduction to Governance continued Board composition and succession planning The future success and sustainability of the Group is intrinsically linked to the depth and quality of its talent pool, as well as the breadth of skills nurtured throughout the organisation. This understanding underpins our work on succession planning, Board composition and the development of our management teams. The Nomination Committee, following an extensive search, oversaw the appointments of Celia Baxter and Emmanuelle Dubu to the Board. Celia succeeded Claire Tiney as Remuneration Committee Chair on 10 July 2025, following Claire’s completion of nine years of excellent service. Celia brings a wealth of experience in board governance and executive compensation, having held many senior non-executive and remuneration committee roles across listed companies. Her expertise is proving valuable as we continue to refine and develop our approach to reward and oversight. Celia has also taken on responsibility as Non-Executive Director for employee engagement. Emmanuelle brings a further important resource to the Board from her experience gained over 30 years in leading international engineering and manufacturing businesses, having retired in 2024 as chief executive of a large business based in France. The Board is focused on fostering a diverse and inclusive talent pipeline, recognising that a broad spectrum of backgrounds, experiences and skills remains essential for sustainable growth and resilience. This is also reflected in our ongoing oversight of the Management Development Programme (MDP), the latest of which saw 40% female participation – a clear demonstration of our commitment to nurturing female talent and building leadership capability across all demographics. To ensure our organisational structure keeps pace with the Group’s continued expansion, the Board endorsed structural changes within the Group-wide executive management team. Over the past year, this has included promoting two of our strong European managers to new roles as regional managing directors, and, following the successful acquisition of Fantech, appointing a regional director for Australasia. These strategic Board and executive appointments ensure that our leadership framework grows in step with the scale and complexity of our business, supporting effective decision-making and operational excellence across all regions. Remuneration We were pleased with the high level of support from shareholders at last year’s Annual General Meeting (AGM) for the Directors’ Remuneration Report. Throughout the year, the Remuneration Committee continued to review the suitability and applicability of performance targets and measures, particularly in light of the Group’s acquisition of Fantech. It remains committed to ensuring that stretching targets and strategic initiatives are closely aligned with the long-term ambitions of the Group and the objectives set for the management team, with reward structures designed to incentivise strong financial performance, sustained value creation and operational excellence. Looking ahead, a further triennial review of our Remuneration Policy is scheduled for next year, during which we will actively engage in shareholder consultation to ensure our approach remains robust, transparent and aligned with stakeholder expectations. Evaluating the Board’s effectiveness Recognising the value of fresh perspectives, the Board decided to defer this year’s triennial external Board evaluation. With Celia and Emmanuelle newly appointed, it was important to ensure their insights and contributions could be fully reflected in the review. The Board will therefore conduct an external evaluation in the next financial year, incorporating the views of all current members. In the interim, the Board completed an internal evaluation which confirmed that the Board continues to operate effectively. Notably, we have made significant progress against last year’s objectives, especially in creating more time for robust strategic discussion and gaining deeper, data-driven insights into the breadth and strength of our talent pool and succession plans. People and culture We completed our second Group-wide Employee Engagement Survey in June 2025, which included our new Fantech employees. We were pleased to see an improvement in the overall engagement score, rising from 74 to 75, which highlights that our people feel their voices are being heard. This positive trend is a reflection of our commitment to open dialogue and responsiveness, and it reassures the Board that the efforts of our teams across the whole of the business to foster engagement are proving successful. This year’s Survey was broader in scope which provided the Board with better insights into the evolving culture across the Group. This is important in light of the enhanced requirements under the new Corporate Governance Code, emphasising culture as a key driver of long-term success. The Board recognises that a strong, healthy culture is fundamental to the organisation’s sustainability and performance. As such, the Group’s governance policies underpin the fostering and maintenance of that culture. 82 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Chair’s Introduction to Governance continued In addition to positive developments in engagement, we are pleased to note an improvement in our health and safety statistics across the Group. This progress reflects our ongoing commitment to wellbeing and reinforces the importance of a safety culture in supporting operational excellence across our facilities. Board site visits In May this year the Board visited the manufacturing operations of ClimaRad in Sarajevo, Bosnia. This was a valuable experience, granting us the opportunity to engage closely with the local management team and immerse ourselves in the facility and daily operations. During our time on-site, we participated in a tour of both sites, gaining first-hand insight into the manufacturing processes, employee engagement and day-to-day challenges faced by the team. Management also delivered in-depth presentations, comprising comprehensive updates on both the local market and the evolving product portfolio. These sessions offered a deeper understanding of the business landscape and highlighted opportunities and priorities in the product sector. Several senior managers from across the Group also joined the Board for these events, further enriching their perspective and sparking open, informal dialogue with employees at all levels. In September 2025, we held our Board meeting at our UK manufacturing site in Dudley, which included another detailed site tour and an interactive session with the operational teams. We had the opportunity to view and discuss our products in context, supporting our understanding of manufacturing strategy and customer trends. We remain committed to continuing our programme of site visits into 2026, ensuring the Board maintains a strong connection to the operations and culture throughout the Group. Diversity, equity and inclusion The Board continues to support the FTSE Women Leaders Review and the Parker Review on Ethnic Diversity. At the financial year-end, the Board comprised four male and three female Directors, meaning that over 40% of our Board is female. Amanda Mellor is our Senior Independent Director and one Board member is of a minority ethnic background. As such, the Company meets the targets for diversity in the UK Listing Rules, and the Board and the Nomination Committee remains focused on these matters when considering Board and Committee succession. The Company is also committed to making progress towards improving the number of women on the Senior Management Team. Progress on our gender diversity initiatives continues to be made, but I acknowledge that there is more work to be done in this area. We are also pleased to announce that, following a year as a Coalition Member, Volution Group plc is now a Strategic Partner of the Construction Inclusion Coalition, further strengthening our commitment to advancing DEI practices across the sector. Re-election of Directors I am delighted with the excellent support and contribution I have received from my Board colleagues this year and confirm that they all continue to be effective, committed to their roles and have sufficient time available to perform their duties. Accordingly, the Nomination Committee has recommended that all Directors will be offering themselves for election or re-election at the Company’s AGM to be held on 10 December 2025. Annual General Meeting The AGM of the Company will take place at 12.00 noon on Wednesday 10 December 2025 at the offices of Norton Rose Fulbright LLP, 3 More London Riverside, London. All of the Directors attend the AGM which will again provide an opportunity for shareholders to hear more about our performance during the year and to ask questions of the Board. I look forward to meeting shareholders who can join us, and I extend my thanks for your continued support as we look forward to another exciting year ahead. Nigel Lingwood Chair 8 October 2025 83 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() Overview The Board fully supports the principles laid down in the UK Corporate Governance Code as issued by the Financial Reporting Council in 2018 (the 2018 Code), which applies to the financial year ended 31 July 2025 and is available at www.frc.org.uk. This report sets out the Company’s governance structure and how it complies with the 2018 Code and also includes items required by the Disclosure Guidance and Transparency Rules (DTRs). The disclosures in this report relate to our responsibilities for preparing the Annual Report and Accounts, including compliance with the 2018 Code to the extent required, our report on the effectiveness of the Group’s risk management and internal control systems, and the functioning of our Committees. #### Compliance with the Code #### Compliance with the 2018 UK Corporate #### Governance Code The Board considers that it and the Company have, throughout the year, applied the principles and complied with the provisions of the 2018 UK Corporate Governance Code, which is the version of the Code that applies to the Company for its financial year ended 31 July 2025, save that the external Board Evaluation (required every three years) was postponed until 2026, so that the contributions of new Board members, Celia Baxter and Emmanuelle Dubu, could be included. The Board has spent time during the year considering the impact of the changes to the UK Corporate Governance Code published in January 2024 (the 2024 Code) and is prepared for compliance with the updated version, which will apply to the Company for the financial period beginning on 1 August 2025 (other than Provision 29 which will apply a year later). #### How we comply with the UK Corporate Governance Code 2018 #### Board Leadership and Company Purpose • Section 172 Statement page 34 • Board of Directors pages 86 to 87 • Purpose, values and culture page 6 • Board activities pages 91 and 92 #### Composition, Succession and Evaluation • Leadership and experience pages 86 and 87 • Performance evaluation pages 93 and 94 • Nomination Committee Report pages 99 and 101 #### Division of Responsibilities • Corporate governance structure and division of responsibilities pages 88 to 90 • Board and Committee attendance pages 85, 99, 102 and 111 • Director independence page 93 #### Audit, Risk and Internal Controls • Audit Committee Report pages 102 to 110 • Principal risks and uncertainties pages 44 to 53 #### Remuneration • Remuneration Committee Report pages 111 to 124 84 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Board Diversity Dashboard Board meetings and attendance The table opposite sets out the number of Board meetings held during the year and attendance by each Director. The Board normally holds at least six meetings during the year but will meet or pass resolutions, as required, to deal with urgent matters and event-driven items such as acquisitions and trading updates. In the year end 31 July 2025, there were seven scheduled Board meetings. Director Attendance at Meetings Nigel Lingwood (Chairman) Ronnie George Andy O’Brien Celia Baxter 1 Jonathan Davis Emmanuelle Dubu 1 Amanda Mellor Past Board Members Margaret Amos 2 Claire Tiney 3 1. Celia Baxter and Emmanuelle Dubu joined the Board on 5 March 2025. There were only three Board meetings between that date and the year-end. Emmanuelle attended all three meetings and Celia attended two meetings, missing one in May due to a prior commitment which the Board had been informed about prior to her appointment. 2. Margaret Amos stepped down from the Board on 11 December 2024. There were only three Board meetings between the start of the financial year and that date and Margaret attended two of these meetings. 3. Claire Tiney retired from the Board on 2 August 2025. Claire attended all Board meetings that were held in the financial year. 1 2 3 1. Non-Executive Chairman 2. Executive Directors 3. Non-Executive Directors 1 2 4 1 2 1. Female 2. Male 3 4 1 2 1. Minority ethnic background 2. White 1 6 1 2 3 1. 0–3 years 2. 3–6 years 3. 6–9 years 3 1 1 #### Board composition Board ethnic diversity Board gender diversity Non-Executive Director tenure 85 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Nigel #### Lingwood Non-Executive Chair #### RonnieGeorge Chief Executive Officer #### Andy #### O’Brien Chief Financial Officer AmandaMellor Senior Independent Director Appointed: 30 April 2020 Appointed: 15 May 2014 Appointed: 1 August 2019 Appointed: 19 March 2018 Committee membership: Committee membership: None Committee membership: None Committee membership: Career and experience: Nigel joined the Board in April 2020 as an independent Non-Executive Director and Chair of the Audit Committee. He became Chair of the Board on 23 June 2023. He is Chair of the Nomination Committee and a member of the Remuneration Committee. Nigel was group finance director of Diploma PLC from 2001 to 2020. During his time at Diploma, Nigel oversaw more than 50 international acquisitions across Europe, North America and Australia, during which time the company had grown market capitalisation from c.£60 million to c.£2.7 billion. Nigel was previously senior independent director and audit committee chair of Creston plc from July 2015 until December 2016 when the company was taken private. Career and experience: Ronnie joined Volution in 2008 as Managing Director of Vent-Axia Division (now the Ventilation Group) and became CEO in 2012 upon leading the management buy-out backed by TowerBrook Capital Partners LP. Since then he has transformed the Company from a UK-centric provider of air quality solutions into a globally diversified organisation with 29 market leading brands in 17 countries. Ronnie led the successful listing of Volution on the London Stock Exchange in 2014 and has subsequently delivered a strong and consistent financial performance. Volution is now one of the leading ventilation companies fully active on an international basis. Ronnie has extensive industry experience and prior to joining Volution spent 20 years in the wire and cable industry, latterly leading Draka’s global activities to supply to the marine, oil and gas sectors. Career and experience: Andy joined Volution as Chief Financial Officer in August 2019 following nine years at Aggreko plc, a leading global provider of mobile power and temperature control solutions, where he held a number of senior finance roles most recently as finance director, power solutions. Andy’s background also includes broad financial leadership, strategy and general management positions in the oil & gas and building materials industries with General Electric and Lafarge S.A. Andy brings extensive international financial and accounting expertise through a background working in a global business environment, having lived and worked in the Nordics, Middle East and Singapore as well as the UK and Republic of Ireland. Throughout his career, Andy has operated in environments where cost control and strong operational management has been critical. Career and experience: Amanda joined the Board in March 2018 as an independent Non-Executive Director and brings experience in international business, shareholder relations, strategy and governance. She is also the Senior Independent Director of the Board. Amanda also has wide-ranging experience in climate and sustainability matters, and attends Volution’s Management Sustainability Committee meetings as representative of the Board, to ensure effective oversight of the Group’s environmental and social sustainability agenda. Amanda is currently the group secretary of Haleon plc and was previously group secretary for Standard Chartered plc and, prior to that, group secretary and head of corporate governance at Marks and Spencer Group plc, where she was also an executive member of the operating committee. As part of these roles, Amanda was involved in numerous sustainability-related and climate transition initiatives. Skills and attributes: Nigel brings extensive public company, financial and accounting and acquisition experience. He also has recent and relevant financial and accounting expertise together with extensive public company experience and wide- ranging international business experience, significant strategic and operational expertise together with extensive M&A experience, both in the UK and internationally. Skills and attributes: Significant strategic and operational expertise together with extensive M&A experience, both in the UK and internationally, and in-depth knowledge of the ventilation industry. Skills and attributes: Financial and accounting expertise both in the UK and internationally, significant M&A experience, strong track record of building, developing and leading multi-location teams. Skills and attributes: Experience in international business, consumer and retail, sustainability and ESG, shareholder relations, strategy and governance. External appointments: Nigel is currently chairman of Forterra plc and senior independent director and audit committee chair at Dialight plc. External appointments: None. External appointments: None. External appointments: Amanda is currently group secretary of Haleon plc. #### Board of Directors Key to Committee membership: A Audit Committee N Nomination Committee R Remuneration Committee Chair of Committee NA R R N 86 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Jonathan #### Davis Independent Non-Executive Director #### Celia #### Baxter Independent Non-Executive Director #### Emmanuelle #### Dubu Independent Non-Executive Director Appointed: 23 June 2023 Appointed: 5 March 2025 Appointed: 5 March 2025 Committee membership: Committee membership: Committee membership: Career and experience: Jonathan joined the Board in June 2023 as an independent Non-Executive Director and Chair of the Audit Committee, bringing strong financial and accounting expertise and extensive public company, M&A and international experience. He was group finance director at Rotork plc, a FTSE 250 global provider of mission-critical intelligent flow control solutions operating across a diverse range of markets, including the oil & gas, water, power, chemicals and process industries, from 2010 until his retirement in April 2024. Career and experience: Celia joined the Board in March 2025 as an independent Non-Executive Director and as Chair Designate of the Remuneration Committee. She became Chair of the Remuneration Committee and the nominated NED for Employee Engagement on 10 July 2025. Celia is also a member of the Nomination and Audit Committees. Celia brings with her extensive experience at both executive and board level in a number of FTSE 250 and FTSE 100 companies. She began her executive career in the field of human resources at Ford Motor Company, moving on to KPMG, Tate & Lyle plc, Enterprise Oil and Hays plc. In her most recent executive role at Bunzl plc, from which she retired in 2016, Celia was group human resources director from 2003, and a member of the executive committee responsible for HR and sustainability. Career and experience: Emmanuelle joined the Board in March 2025 as an independent Non-Executive Director. She is a member of the Nomination, Remuneration and Audit Committees. Emmanuelle retired from her executive career in 2024, during which she gained over 30 years of experience in international engineering and manufacturing businesses. She was executive vice president and CEO of Sercel from 2020 until 2024, an international business specialising in developing cutting-edge, high-quality sensors and digital solutions for oil exploration, structural health monitoring and energy transition applications, with over 1,400 employees and several manufacturing sites across Europe, the US and Asia. Sercel is a subsidiary of Viridien, a Euronext-listed technology company based in France. Skills and attributes: Recent and relevant financial and accounting expertise, public company and international experience. Skills and attributes: Celia’s significant experience in the area of executive remuneration and her broader understanding of industrial businesses that have grown by acquisition provides a strong contribution to Board discussions and supports the Board’s development of the Volution people and remuneration strategy across the global business. Skills and attributes: Emmanuelle’s strong international background and extensive experience in the manufacturing industry brings valuable input to Volution as it continues to develop its growth strategy across a geographically diverse range of markets. External appointments: None. External appointments: Celia is currently senior independent director and chair of the remuneration committee at discoverIE Group plc and Dowlais Group plc. External appointments: Emmanuelle is currently non-executive director at Bodycote plc. Margaret Amos stepped down as Non-Executive Director of the Board on 11 December 2024. Claire Tiney stepped down as Non-Executive Director of the Board on 2 August 2025. Key to Committee membership: A Audit Committee N Nomination Committee R Remuneration Committee Chair of Committee N NN A AA R RR 87 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() Responsibility for Board composition, succession planning and Director selection. Members Non-Executive Chair and four independent Non-Executive Directors Nomination Committee Report Pages 99 to 101 Responsibility for the Remuneration Policy and setting individual remuneration levels for Executive Directors and senior management. Members Non-Executive Chair and four independent Non-Executive Directors Directors Remuneration Report Pages 111 to 124 Responsibility for oversight and governance of the Group’s financial reporting, internal controls, risk management and the relationship with the External Auditor. Members Four independent Non-Executive Directors Audit Committee Report Pages 102 to 110 #### Governance Framework Board The Board is collectively responsible for promoting the long-term sustainable success of the Company, generating value for shareholders and other stakeholders, and contributing to wider society. The Board sets the Group’s purpose, strategy and values, and ensures that these are aligned with the overall culture of the Group. The Board sets the Group’s risk appetite and satisfies itself that financial controls and risk management systems are robust, while ensuring the Group is adequately resourced. It also ensures there is appropriate dialogue with shareholders on strategy and remuneration. The Board’s main responsibilities are included in a schedule of matters reserved for the Board. The Board has delegated certain responsibilities to three Committees to assist it with discharging its duties. The Committees play an essential role in supporting the Board to implement its strategy and provide focused oversight of key aspects of the business. The full terms of reference for each Committee are available on the Company’s website, www.volutiongroupplc.com. Non-Executive Chair Nomination Committee Executive Management Team Responsibility for the operational delivery of the Group’s strategy and the day-to-day management of the Volution business. Led by the Chief Executive Officer. CEO Review Pages 14 to 17 Employee Engagement Celia Baxter Designated NED for Employee Engagement People section Pages 72 to 79 Remuneration Committee Sustainability Committee Responsibility for the development and implementation of the Volution sustainability strategy and initiatives, covering Product, Planet and People. The Sustainability Committee is chaired by the Chief Executive Officer and is attended by the designated Non-Executive Director for Sustainability Matters, Amanda Mellor. Sustainability Committee Report Page 59 Attended by Amanda Mellor DEI Committee Reports to the Sustainability Committee. People section Pages 72 to 79 Audit Committee Risk and Internal Control Committee (RICC) Responsibility for monitoring risk management and internal control throughout the Group and developing and implementing risk management policy. The RICC is chaired by the Chief Financial Officer and its membership is made up of members of the Senior Management Team. It reports to the Audit Committee. Risk Management and Principal Risks Pages 44 to 53 Four independent Non-Executive Directors Two Executive Directors Direction of Board oversight Direction of reporting 88 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() Main responsibilities • Plays a leading role in the good governance of the Company by supporting the Chair and helping the Board and its Committees to function efficiently, ensuring governance processes remain fit for purpose and considering any improvements as appropriate. • Ensures compliance with the rules and regulations required by an ESCC listing on the London Stock Exchange including the UK Corporate Governance Code. • All Directors have access to the services of the Company Secretary, who may facilitate independent professional advice at the Company’s expense at their request to fulfil their duties. • Ensures good information flows within the Board and its Committees and between the Senior Management Team and the Non-Executive Directors, as well as facilitating induction and assisting with professional development as required. • Acts as secretary to the Board and its Committees and the Management Sustainability Committee. • The appointment or removal of the Company Secretary is a matter for the Board as a whole. Main responsibilities • Manages and provides leadership to the Board of Directors and is responsible for the overall effectiveness of the Board. • Ensures appropriate composition of the Board together with the right skills and talent. • Acts as a direct liaison between the Board and the management of the Company, through the Chief Executive Officer. • Ensures that the Directors are properly informed and that sufficient information is provided to enable the Directors to form appropriate judgements. • In concert with the Chief Executive Officer and the Company Secretary, develops and sets the agendas for meetings of the Board. • Promotes a culture of open debate between the Executive and Non-Executive Directors. • Recommends an annual schedule of work including the date, time and location of Board and Committee meetings. • Ensures effective communications with shareholders and other stakeholders. Main responsibilities • Responsible for the day-to-day management of the Group. • Together with the Senior Management Team, is responsible for executing the strategy, once it has been agreed by the Board. • Creates a framework that optimises resource allocation to deliver the Group’s agreed strategic objectives over varying timeframes. • Ensures successful delivery against the financial business plan, the sustainability strategy and other key business objectives, allocating decision-making and responsibilities accordingly. • Together with the Senior Management Team, identifies and executes new business opportunities and potential acquisitions or disposals. • Manages the Group with reference to its risk profile in the context of the Board’s risk appetite. Main responsibilities • Ensures the Group has adequate financial resources to meet business requirements. • Responsible for financial planning and record keeping, as well as financial reporting to the Board and shareholders. • Ensures effective compliance and control and responds to regulatory developments, including financial reporting and capital requirements. • Management of the financial risks of the Group. Main responsibilities • An independent Non-Executive Director. • Provides a sounding board for the Chair. • Serves as an intermediary for the other Directors when necessary. • Is available to shareholders if they have concerns, when contact through the normal channels of the Chief Executive Officer or the Chair has failed to resolve them, or for which such contact is inappropriate. • Leads the appraisal of the Chair’s performance with the other Directors annually. Main responsibilities • Provide constructive challenge to the Executive Team. • Provide input on strategy. • Scrutinise management’s performance in meeting agreed goals and objectives. • Monitor performance reports. • Satisfy themselves on the integrity of financial information and that controls and risk management systems are robust and defensible. • Determine appropriate levels of remuneration for Executive Directors, appoint and remove Executive Directors and ensure appropriate succession plans are in place. Company Secretary Fiona Smith Chair of the Board Nigel Lingwood Chief Executive Officer Ronnie George Chief Financial Officer Andy O’Brien Senior Independent Director Amanda Mellor Independent Non-Executive Directors Celia Baxter, Jonathan Davis, Emmanuelle Dubu, Amanda Mellor #### Governance Framework continued #### Division of responsibilities 89 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Governance Framework continued Division of responsibilities continued Non-Executive Director for Employee Engagement Celia Baxter is the designated Non-Executive Director responsible for overseeing employee engagement. Celia has a structured engagement plan involving Group-wide Employee Forum events, through which she has been able to provide the Board with further context to support the view that the Company is undertaking appropriate workforce-related activities and to also provide feedback to the Board regarding the views of employees. The matters reserved for the Board include: • agreeing the Group’s strategy and objectives; • approving acquisitions and disposals; • changing the capital structure of the Company; • approving the Annual Report and Accounts, Half-Year Report and stock exchange announcements relating to trading; • approving the Group’s dividend policy and declaration of dividends; • reviewing the effectiveness of risk identification and management and internal controls; • approving significant expenditure and material transactions and contracts; • ensuring a satisfactory dialogue with the Group’s shareholders; • appointing and removing Directors; • determining the Remuneration Policy for the Executive and Non-Executive Directors; • reviewing the Company’s overall corporate governance arrangements; • approving the Group’s Treasury Policy; • approving the appointment of advisers; • reviewing the effectiveness of the Board; • delegating authority to the Chief Executive Officer; and • each year, meeting to set an annual budget for the business in line with the current Group strategy. The Board monitors the achievement of the budget through Board reports which include updates from the Chief Executive Officer, the Chief Financial Officer and other functions. Celia Baxter, NED for Workforce Engagement Amanda Mellor, NED for Sustainability Oversight 90 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() Regular dialogue between the Chair, CEO and Company Secretary ensures Board agendas are well balanced across the key focus areas outlined in the sections below. #### Board Engagement #### Breakdown of Key Board Activities #### Strategy The Board reviews strategy, assesses market trends, evaluates growth opportunities, and approves key strategic initiatives. #### Financial The Board approves financial statements and dividends, monitors liquidity, reviews valuations, and oversees major capital investments. #### Risk management The Board approves the risk management framework of the Company, the principal risks and uncertainties, and sets the Group’s risk appetite. #### Shareholder engagement The Board oversees and monitors Volution’s engagement with its shareholders, understanding shareholder sentiment, feedback and views. #### Sustainability The Board oversees and monitors the management of ESG and climate-related matters. The Board reviews performance against sustainability targets and the work undertaken in the year to support ESG targets and goals. #### Governance The Board approves Board and Committee appointments, oversees governance compliance, and evaluates Board performance. #### Workforce and culture The Board discusses talent attraction and retention, succession planning, diversity progress and community investment initiatives, while engaging with the workforce to gather insights. 91 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### September • The Board approved the agreement to acquire the Fantech Group of companies, releasing a market announcement on the transaction on 20 September 2024. • The Board and Committees reviewed the results of the annual Board Evaluation, reflecting on governance effectiveness and identifying opportunities for continuous improvement. • The Audit Committee held a dedicated discussion on the Group’s risk appetite, further strengthening the risk management framework. #### October • The Board reviewed the full-year results and approved the Group’s Modern Slavery Statement, underscoring ongoing commitment to ethical and responsible business practices. • The CEO and CFO attended the results roadshow, engaging with shareholders and stakeholders following the release of the annual results. #### December • The Board reviewed the AGM Trading Update. • 2024 AGM held. #### January • A Board Update call was held to brief Board members on trading performance ahead of the half-year close on 31 January 2025. • The Nomination Committee provided a detailed update on the appointment process for new Non-Executive Directors, outlining anticipated timelines. #### March • The Audit Committee and the Board conducted a thorough review of the Half-Year Results, facilitating robust analysis of both performance and strategy. • The Board visited the manufacturing site in Reading, including a tour by local operational leads. • The Board received a comprehensive presentation on the UK commercial sector by one of the UK Sales Directors, providing valuable market insights. • The CEO and CFO participated in half-year results investor roadshow. #### April • The Remuneration Committee reviewed and signed off on the launch of the Group-wide all-employee share scheme, supporting the Group’s commitment to rewarding performance and fostering collective ownership. #### May • The Nomination Committee held an in-depth succession planning session, focusing on senior leadership development and team structure, leading to the appointment of new Regional Directors and strengthening our leadership capabilities. • Board visit to the ClimaRad site in Sarajevo, Bosnia (please see opposite). #### July • The Board held an off-site strategy session, providing space for in-depth discussion of long-term objectives, organisational purpose and our values. • The Audit Committee considered the new fraud legislation requirements ensuring the Group’s policies and procedures are fully compliant with evolving legal standards and best practices. • The Board reviewed the budget for FY26 and the pre-close trading update, released on 24 July 2025, ensuring financial targets and expectations were aligned with strategic priorities. Board visit to #### the ClimaRad #### site in Bosnia The Board conducted a site visit to the ClimaRad facility in Sarajevo, Bosnia, in May 2025. This visit provided Board members with valuable first-hand exposure to the Group’s operational environment and enabled direct engagement with local leadership and manufacturing teams. The Board observed key processes in action, discussed operational challenges and achievements with the site management, and gained deeper insight into health and safety standards, environmental management and innovation initiatives. This close-up perspective reinforced the Board’s understanding of local context and the alignment of site operations with the Group’s broader strategic objectives. The visit also fostered stronger relationships between the Board and on-site teams, supporting ongoing collaboration and the sharing of best practices across the organisation. 2024 2025 Strategic pillars key: Organic growth Value-adding acquisitions Operational excellence Sustainability at our core 92 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Board balance and independence The Company’s Board consists of a Non- Executive Chair, four independent Non-Executive Directors and two Executive Directors. Margaret Amos stepped down from the Board on 11 December 2024 and Celia Baxter and Emmanuelle Dubu were appointed as Non- Executive Directors on 5 March 2025. A list of the Directors at the year-end is provided on pages 86 and 87. After the year-end, on 2 August 2025, Claire Tiney retired from the Board, following nine years of service as a Non-Executive Director. #### Appointment and tenure The appointment dates of Directors are shown in their biographies on pages 86 and 87. The Board believes that all Directors are effective and committed to their roles and have sufficient time available to perform their duties. All members of the Board will be offering themselves for election or re-election at the Company’s AGM to be held on 10 December 2025. All of the Directors have service agreements or letters of appointment, and the details of their terms are set out in the Directors’ Remuneration Policy. The service agreements and letters of appointment are available for inspection at the Company’s registered office during normal business hours. No other contract with the Company or any subsidiary undertaking of the Company in which any Director was materially interested subsisted during or at the end of the financial year. Non-Executive Directors and #### independence The independence of each Non-Executive Director is considered each year immediately prior to the signing of the Annual Report and Accounts. The Company’s Non-Executive Directors provide a broad range of skills and experience to the Board which assists both in their roles in formulating the Company’s strategy and in providing constructive challenge to the Executive Directors. All of the Non-Executive Directors are regarded by the Company as independent Non-Executive Directors within the meaning defined in the 2018 Code and free from any business or other relationship which could materially interfere with the exercise of their independent judgement. During the year, in accordance with the 2018 Code, the Chair held meetings with the Non- Executive Directors without the Executive Directors being present. #### Board performance evaluations #### and effectiveness In the Annual Report and Accounts 2024, the recommendations resulting from the performance evaluations were set out and are summarised in the table opposite. The progress made over the last year is set out below the recommendations. Process for last year’s Board and #### Committee evaluations The process of evaluating the performance of the Board and its Committees, to identify areas for further development, was undertaken internally for 2024. The evaluation process involved the Chair and the Company Secretary discussing and agreeing the scope of the evaluation, and developing a series of web-based questionnaires tailored to the specific circumstances of the Company. Directors were required to score certain aspects of the Board’s and Committees’ performance, and to comment on the areas of focus, which included leadership and accountability, strategy and risk, Board culture, Board composition, and roles and responsibilities. The responses to the evaluation of the Board and its Committees were collated and analysed by the Company Secretary and then reviewed by the Chair and Committee Chairs prior to being considered by the full Board. The Chair also appraised the performance of individual Directors. #### Governance Report #### Prior-Year Board Evaluation – Recommendations and Actions Taken To ensure that the Board spend additional time on strategy The Board held an off-site session in July 2025 specifically to discuss Group strategy, incorporating a detailed presentation by the CEO, CFO and members of the Senior Management Team. To continue to oversee, understand and discuss the views of employees and Company culture The Group HR Director has presented regular updates on employee matters throughout the year, including insights garnered from employee engagement activities, most notably the Group-wide Engagement Survey that was completed in June 2025. The Board also heard updates from the Designated NED for employee engagement (Claire Tiney until 9 July 2025, and Celia Baxter from 10 July 2025) on the discussions and points raised at the Group’s bi-annual Employee Forum. To dedicate time on the Audit Committee and Board schedule to oversee the preparation for compliance with the new Corporate Governance Code 2024 The Audit Committee has spent significant time during the year on the preparation for the application of the new 2024 Code and in particular the new Provision 29. Further details of this detailed work can be found in the Principal Risks and Uncertainties section on pages 44 to 53. 93 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Governance Report continued Process for the FY25 Board and Committee evaluation The Chair of the Board and each Committee Chair discussed with the Company Secretary areas of focus for the FY25 review. #### The Chair and Directors completed #### a web-based questionnaire Reports were produced and reviewed and discussed with the #### Chair and each Committee Chair #### Reports were discussed #### at the Board meeting #### Recommendations were agreed The results of the evaluation demonstrated that the composition and performance of the Board and its Committees (and the performance of the Chair) were rated highly and continue to operate effectively. Whilst there are no significant concerns among the Directors about the Board’s effectiveness, some observations and recommendations were made which were considered by the Board. The key areas of recommendation are set out opposite. As a separate exercise the Senior Independent Director, together with the Non-Executive Directors, conducted the Chair’s performance evaluation. Director induction For more information on our processes for the induction of Directors, and the tailored inductions of newly appointed Board members Celia Baxter and Emmanuelle Dubu, please see page 101. Stakeholder engagement Directors’ s172 statement For the full section 172 statement and information on the Board’s engagement with stakeholders, please see pages 34 to 35. Board performance evaluation: FY25 recommendations: • a continued focus on strategy, further developing the content for the Board’s off-site sessions; • a deep-dive session on potential AI initiatives, IT and digitalisation, to enhance the Board’s understanding of the fast developing landscape and management’s development plans; and • continued prioritisation of the evolving structure of the Group and talent management. 94 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Governance Report continued Directors’ conflicts of interest Directors have a statutory duty to avoid situations in which they have or may have interests that conflict with those of the Company, unless that conflict is first authorised by the Board. This includes potential conflicts that may arise when a Director takes up a position with another company. The Company’s Articles of Association allow the Board to authorise such potential conflicts, and there is in place a procedure to deal with any actual or potential conflict of interest. The Board deals with each appointment on its individual merit and takes into consideration all the circumstances. All potential conflicts approved by the Board are recorded in a conflicts of interest register, which is to be reviewed by the Board on a regular basis to ensure that the procedure is working effectively. The Board is satisfied that the arrangements in place regarding conflicts of interest are working effectively. External directorships The Board allows Executive Directors to accept one external commercial non-executive director appointment, provided the commitment is compatible with their duties as an Executive Director. The Executive Director concerned may retain fees paid for these services which will be subject to approval by the Board. Currently, neither of the Executive Directors holds an external directorship. Details of all Directors’ significant directorships can be found in their biographies on pages 86 and 87. Where Non-Executive Directors have external directorships, the Board is comfortable that these do not impact on the time that any Director devotes to the Company, and we believe that this experience only enhances the capability of the Board. Information and support available to Directors All Board Directors have access to the Company Secretary, who advises them on governance matters. The Chair and the Company Secretary work together to ensure that Board papers are clear, accurate, delivered in a timely manner to Directors, and of sufficient quality to enable the Board to discharge its duties. Specific business-related presentations are given by senior management when appropriate. As well as the support of the Company Secretary, there is a procedure in place for any Director to take independent professional advice at the Company’s expense in the furtherance of their duties, where considered necessary. Internal control and risk management The Board acknowledges its responsibility for determining the nature and extent of the significant risks it is willing to take in achieving its strategic objectives, setting the risk appetite, and for the Group’s system of internal control. The principal risks facing the Group are set out in the Strategic Report on pages 44 to 53, being those risks which could threaten our business model, future performance, solvency or liquidity, and mitigation measures are detailed against each risk. The Audit Committee, on behalf of the Board, carried out a review of the effectiveness of the Group’s risk management and system of internal control together with a robust assessment of the risks facing the Group. Details can be found on page 108 to 109. The Audit Committee Report on pages 102 to 110 describes the system of internal control and how it is managed and monitored. The Board acknowledges that such a system is designed to manage, rather than eliminate, the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss. 95 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Governance Report continued The Board aims to present a balanced and clear view of the Group in communications with shareholders and believes that being transparent in describing how we see the market and the prospects for the business is extremely important. We have communicated with existing and potential shareholders in a number of different ways during the year ended 31 July 2025 as follows: #### October 2024 • Full-year results announcement and analyst presentation • Institutional broker sales desk briefings • UK shareholder roadshow • Annual Report and Accounts and Notice of AGM posted to shareholders and placed on website #### December2024 • Trading update • AGM #### March 2025 • Half-year results announcement and analyst presentation • Institutional broker sales desk briefings • Shareholder roadshows #### July2025 • Pre-close trading update Whistleblowing An independent whistleblowing facility is available to enable employees to report any concerns which they feel need to be brought to the attention of management concerning any possible impropriety, financial or otherwise, and the appropriateness of the facility is reviewed by the Audit Committee. The Group supports a culture of openness and accountability in order to prevent such situations occurring or to address them when they do occur. Shareholder relations Responsibility for shareholder relations rests with the Chair, the Chief Executive Officer and the Chief Financial Officer. They ensure that there is effective communication with shareholders on matters such as governance and strategy, and are responsible for ensuring that the Board understands the views of major shareholders. In addition to the above, we communicate with existing and potential shareholders in a number of other ways, such as: • face-to-face meetings and telephone briefings for analysts and investors; and • arranging periodic visits by analysts and major shareholders to the business sites to give a better understanding of how we manage our business. These visits and meetings are principally undertaken by the Chief Executive Officer and the Chief Financial Officer. In situations where new material relating to trading is presented, it is also immediately uploaded to the Company’s website so it is available to all shareholders. The Board receives regular updates on the views of its shareholders from the Chief Executive Officer and Company brokers. This is a standing agenda item for all Board meetings. The Company’s investor website is also regularly updated with news and information including this Annual Report and Accounts, which sets out our strategy and performance together with our plans for future growth. During the year, the Chief Executive Officer and the Chief Financial Officer engaged with investors. Key topics that arise in investor meetings include the following: • drivers of demand including regulation; • resilience of the business to economic cycles; • sustainability of margin; • performance of newly acquired businesses and the acquisition pipeline; • performance against our ESG KPIs including carbon reduction targets; and • organisational structure and approach, balance between Group and decentralised local businesses. In addition, the Chair meets with investors on a regular basis during the year, and the Senior Independent Director is available to meet shareholders if they wish to raise issues separately from the arrangements as described above. 96 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Governance Report continued UK Listing Rule (UKLR) 6.6.6 R (9) As at the Company’s chosen reference date, 31 July 2025, and in line with UK Listing Rule 6.6.6 R (9), the Company has met the targets for at least 40% female membership on the Board and for one Director to be from an ethnic minority background. In addition, it has met the target for one of the positions of Chair, Senior Independent Director, Chief Executive or Finance Director to be held by a woman, with Amanda Mellor as Senior Independent Director. Data under UKLR 6.6.6 R (10) In line with UKLR 6.6.6 R (10), as at the reference date of 31 July 2025, the composition of the Board and Executive Management was as follows: #### Sex Number of Board members Percentage of the Board Number of senior positions on the Board (CEO, CFO, SID and Chair) Number in Executive Management 1 Percentage of Executive Management 1 Men 4 57% 3 8 80% Women 3 43% 1 2 20% Not specified/prefer not to say – – – – – #### Ethnic background Number of Board members Percentage of the Board Number of senior positions on the Board (CEO, CFO, SID and Chair) Number in Executive Management 1 Percentage of Executive Management 1 White British or other White (including minority-white groups) 6 86% 3 7 70% Mixed/Multiple ethnic groups – – – 1 10% Asian/Asian British – – – 1 10% Black/African/Caribbean/Black British 1 14% 1 1 10% Other ethnic group, including Arab – – – – – Not specified/prefer not to say – – – – – 1. Per the definition within the UK Listing Rules, Executive Management within Volution is the Group Executive Committee including the Company Secretary and excluding the Executive Directors. Volution has 100% voluntary completion of sex data and ethnicity data and that is what is used when reporting the diversity of the Board and the Group Executive Committee. All diversity data is collated in accordance with Volution’s Privacy Notice. 2. For the diversity data disclosed in the People section on page 78, we have used our own internal grading system to provide a meaningful analysis of how the Group operates and the proportion of senior managers. The system used excludes Board Directors. Legislation also requires that we disclose ‘senior managers’ as the directors of our subsidiary companies and, based on this definition the data would be as follows: male 82%, female 18%. Further information on gender diversity may be found in the People section of this report. 97 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Governance Report continued Business ethics Our core values and principles, and the standards of behaviour to which every employee and agent across the Group is expected to work, are set out in the Volution Code of Conduct. These values and principles are applied to dealings with our customers, suppliers and other stakeholders. We have a zero-tolerance approach to all forms of bribery and corruption. Our Anti-Bribery and Corruption Policy has been approved by the Board and rolled out across the Group. It applies to all businesses, Directors, employees and agents within the Group to ensure compliance with all laws and regulations governing bribery and corruption in the countries in which the Group operates. The Group has a ‘Speak Up’ facility operated by an external company, where employees can report any incidents or inappropriate behaviours in their own language by telephone or online. The confidentiality of the information reported is protected. In addition, web-based anti-bribery and corruption training is carried out by employees in areas of the business where risk is deemed to be highest. A Group policy in relation to Corporate Criminal Offences legislation is also in place. Human rights Breaches of human rights are not considered to be a material risk for the business as our activities are substantially carried out in developed countries that have strong legislation governing human rights. We adhere to policies which support human rights principles. Diversity We employ a diverse workforce and pride ourselves on providing equal opportunities for all. We understand the benefits a diverse workforce brings and recognise that the industry faces under-representation of women as well as people from different ethnic backgrounds. High value is placed on rewarding our people for their commitment, their integrity and their service. We aim to ensure that no employee is discriminated against, directly or indirectly, on the grounds of colour, race, ethnic or national origins, sexual orientation or gender, marital status, disability, religion or belief, age or being part time. We believe that business decisions can be enhanced by having representation from different genders and cultural backgrounds with differing skill sets, experience and knowledge, which reflect our customer base and the wider population in our markets. Modern Slavery Act We are opposed to slavery, servitude, forced labour and human trafficking. We take a zero- tolerance approach to modern slavery in the supply chain and businesses under our control. The Board has approved a statement setting out the steps that have been taken to combat modern slavery. This statement can be found on the Group’s website at www.volutiongroupplc.com. Group employees, agents and suppliers are requested to confirm that they do and will continue to comply with our policy which is set out in our Code of Conduct. During the year, further work has been carried out in this area, reflected in our Modern Slavery Statement. Shareholder engagement has also taken place, providing further insights into investor expectations, and emerging practice. For more information, please see our People section on pages 72 to 79. Fair, balanced and understandable The Board recognises its duty to ensure that the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the performance, strategy and business model of the Company. The Board has placed reliance on the following to form this opinion: • a verification process dealing with the factual content of the reports and to ensure consistency across the various sections; • a review of the Annual Report and Accounts by senior management to ensure consistency and overall balance; and • the Audit Committee reviewed the Annual Report and Accounts and its compliance with the requirements, concluded that they had been met and recommended its approval by the Board as fair, balanced and understandable. Annual General Meeting The AGM of the Company will take place at 12.00 noon on Wednesday 10 December 2025 at the offices of Norton Rose Fulbright LLP, 3 More London Riverside, London SE1 2AQ, UK. The Notice of AGM can be found in a circular which is being posted at the same time as this Annual Report and Accounts. The Notice of AGM sets out the business of the meeting and explanatory notes on all resolutions. Separate resolutions are proposed in respect of each substantive issue. 98 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Nomination Committee Report #### Membership and attendance The Committee met for four scheduled meetings during the year with attendance disclosed below. Committee members Member since Attendance Nigel Lingwood (Chair) 30 April 2020 (appointed Chair on 23 June 2023) Celia Baxter 1 5 March 2025 Jonathan Davis 23 June 2023 Emmanuelle Dubu 1 5 March 2025 Amanda Mellor 19 March 2018 1 Celia Baxter and Emmanuelle Dubu joined the Board and were appointed as members of the Committee on 5 March 2025. There were only two Committee meetings between that date and the year-end. Emmanuelle attended both meetings and Celia attended one meeting, missing one in May due to a prior commitment which the Board had been informed about prior to her appointment. 2. Margaret Amos served as a member of the Committee during the year until she stepped down on 11 December 2024 and Claire Tiney served as a member of the Committee during the year and after the year end until her retirement on 2 August 2025. Dear shareholder, The Committee’s report sets out its role and responsibilities and its activities during the year. It has been a particularly busy year for the Committee, as it focused on refreshing and strengthening the Board, which resulted in the appointment of our two new Directors: Celia Baxter and Emmanuelle Dubu. Celia and Emmanuelle were appointed on 5 March 2025, following an extensive search process supported by Russell Reynolds Associates. Celia, who was originally appointed as Remuneration Committee Chair Designate, transitioned into the role of Remuneration Committee Chair in July 2025. Highlights of 2025 • Appointments of new Non-Executive Directors Celia Baxter and Emmanuelle Dubu. • Overseeing the implementation of Group organisational structure changes and the appointment of Regional Directors for Europe and Australasia, reporting directly to the CEO. Priorities for 2026 • Continued monitoring and development of Board and senior management succession plans. • Overseeing the continued enhancement of development initiatives to nurture a diverse pipeline of talent Group-wide. I am confident that Celia’s significant expertise in executive remuneration and her broad understanding of industrial businesses that have grown through acquisition, and Emmanuelle’s strong international experience gained in engineering and manufacturing businesses, will make valuable contributions to Board discussions. Their insight will support the Board’s development of people and remuneration strategy, as well as the ongoing development of our business across a geographically diverse range of markets. The Committee is mindful of its responsibilities in overseeing the Group’s ambition to nurture a robust pipeline of talent across all regions. In May 2025, the Board undertook a comprehensive review of succession planning at the senior team level. This led to a plan to enhance our Group team structure, resulting in the appointment of two new Regional Directors – in Europe, Andreas Lofstrand and Koen Groenewold. Later in the year, Anthony Lamaro was appointed as Regional Director of Australasia. All three roles report directly to the CEO. This new leadership framework ensures that we improve bench strength and are well positioned as the Group continues to grow in scale and complexity. #### “The Committee has made #### excellent progress during the year in refreshing and #### strengthening the Board.” Nigel Lingwood Chair of the Nomination Committee 99 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Nomination Committee Report continued During the year we upgraded Volution’s membership in the Construction Inclusion Coalition (CIC) in 2025 to become a Strategic Partner. This enhanced role reflects our determination to drive meaningful progress not only within our own organisation but across the wider construction sector, fostering greater gender diversity, equity and inclusion through collaboration and shared best practice. Embedding diverse thinking across all our employee development initiatives remains an important priority, and I am pleased that we are making steady progress through our talent management and leadership development programmes, supporting an environment where everyone has the opportunity to thrive and contribute to our Group’s success. Our programme for the next year continues to be focused on identifying talent within our business and providing succession plans and more development opportunities for all our employees. Nigel Lingwood Chair of the Nomination Committee 8 October 2025 #### Role and responsibilities The key responsibilities of the Committee are: • assessing whether the structure, size and composition (including the skills, knowledge, independence, experience and gender and ethnic diversity) of the Board continue to meet the Group’s business and strategic needs; • considering succession planning and talent development for the Executive Directors and the Senior Management Team, taking into account the challenges and opportunities facing the Group and the future skills and expertise needed on the Board; and • identifying and nominating candidates to fill Board vacancies as and when they arise together with leading the process for such appointments and making recommendations to the Board. #### Membership and attendance Nigel Lingwood is Chair of the Committee and the members of the Committee, being Amanda Mellor, Celia Baxter, Jonathan Davis, and Emmanuelle Dubu, are independent Non- Executive Directors. By invitation, the meetings of the Committee may be attended by the Chief Executive Officer, the Chief Financial Officer and the Group HR Director. The Company Secretary acts as the secretary to the Committee, and minutes of each Committee meeting are provided to Board members. Celia Baxter and Emmanuelle Dubu were appointed as members of the Committee on 5 March 2025. Claire Tiney retired from the Committee on 2 August 2025 having completed nine years on the Board and Margaret Amos stepped down from the Board and its Committees on 11 December 2024. #### Activities during the year During the year the Committee discussed succession planning for Executive and Non- Executive Directors and the Senior Management Team. Matters also considered at the Committee meetings held during the year included: • evaluation of the size and composition of the Board, including the balance of skills, knowledge, independence, experience and gender and ethnic diversity; • recommendations to be made to shareholders for the re-election of Directors at the AGM; and • reviewed the results of the Committee performance evaluations. After the year-end at the October 2025 Committee meeting, the Committee considered the outcome of the performance evaluations when discussing the effectiveness of the Non-Executive Directors seeking election or re-election at the AGM 2025. The full terms of reference of the Committee are available on the Company’s website at www.volutiongroupplc.com. #### Diversity and inclusion The Committee pays full regard to the benefits of diversity, including gender and ethnic diversity, when searching for candidates for the Board, Senior Management Team and other appointments. This is reflected in the Board Diversity Policy which also applies to appointments for the Audit, Remuneration and Nomination Committees. The Committee and Board believe that business decisions are enhanced by having representation from different genders and cultural backgrounds with differing skill sets, experience and knowledge, which reflect our customer base and the wider population in our markets. Diversity of Board members is important to provide the necessary range of background experience, values, and diversity of thinking and perspectives to optimise the decision-making process. Gender and ethnicity are important aspects of diversity which the Committee considers when deciding upon the most appropriate composition of the Board. The Board supports the FTSE Women Leaders Review and the Parker Review on Ethnic Diversity. As at the financial year-end, the Board comprised four male and three female Directors, meaning that over 40% of the Board is female. One Board member is from a minority ethnic background. #### Election and re-election of Directors On the recommendation of the Committee and in line with the 2018 Code and the Company’s Articles of Association, all of the Company’s Directors will stand for election or re-election at the AGM in 2025. The biographical details of the Directors can be found on pages 86 and 87. The Committee confirms that the performance of each of the Directors standing for election or re-election at the AGM continues to be effective and that each demonstrates commitment to their role. 100 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Nomination Committee Report continued #### Appointment and Induction Processes #### for Celia Baxter and Emmanuelle Dubu Appointment A search process was commenced early in the financial year as part of our work to refresh the Board to meet the demanding challenges of a larger and more complex Group. The process was led by the Nomination Committee, with input from Amanda Mellor, the Senior Independent Director, and supported by an external search firm, Russell Reynolds Associates. The process included the development of a role specification and the review of a long-list of candidates. After careful consideration by the Committee, a short-list was prepared and the short-listed candidates were interviewed by Amanda Mellor and the Chair. Final-stage candidates were interviewed by Committee members and the Executive Directors. The process resulted in the recommendation to appoint Celia Baxter and Emmanuelle Dubu as independent Non-Executive Directors. The announcement regarding Celia’s and Emmanuelle’s appointments was made to the London Stock Exchange on 5 March 2025. Russell Reynolds Associates had no connection to Volution or its Directors. Induction A formal induction programme is in place to ensure that any new Director receives an appropriate induction to the Group with the support of the Company Secretary. The programme covers, amongst other things, the operation and activities of the Group (including site visits and meeting members of the Senior Management Team); the Group’s principal risks and uncertainties; the role of the Board and the decision-making matters reserved to it; the responsibilities of the Board Committees; the strategic challenges and opportunities facing the Group; and the opportunity to meet the Company’s main advisers. The induction programmes for Celia Baxter and Emmanuelle Dubu included the following elements: • one-to-one meetings with both Executive Directors and the Chair; • briefing from the Chief Executive on the Group’s strategy and operational matters; • briefing from the Group Chief Financial Officer on financial matters; • briefings from the Company Secretary on legal and governance matters; • briefings from senior executives and managers across key business areas including operations, HR, sustainability, marketing and sales; • meeting with the External Auditor and the Head of Internal Audit; • facility site visits and tours in both the UK and continental Europe; and • access to a library of reference materials, including key information on the governance framework, recent financial data and the policies supporting Volution business practices, including the share dealing policies and Code of Conduct. 101 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Audit Committee Report #### Membership and attendance The Committee met for six scheduled meetings during the year with attendance disclosed below. Committee members 2 Member since Attendance Jonathan Davis (Chair) 23 June 2023 Celia Baxter 1 5 March 2025 Emmanuelle Dubu 1 5 March 2025 Amanda Mellor 19 March 2018 1. Celia Baxter and Emmanuelle Dubu joined the Board and were appointed as members of the Committee on 5 March 2025. There were only three Committee meetings between that date and the year-end. Emmanuelle attended all three meetings and Celia attended two meetings, missing one in May due to a prior commitment which the Board had been informed about prior to her appointment. 2. Margaret Amos served as a member of the Committee during the year until she stepped down from the Board on 11 December 2024, and Claire Tiney served as a member of the Committee during the year and after the year-end until her retirement on 2 August 2025. “We recognise that the #### interdependence between a strong control environment and #### effective risk management is key #### to ensuring that our business risks are proactively identified, #### assessed and mitigated.” #### Jonathan Davis Chair of the Audit Committee Dear shareholder, I am pleased to present this report of the Audit Committee (the Committee) for the year ended 31 July 2025. As we complete another full work programme for the year, I would like to thank my fellow Committee members for their support, and also to welcome our two new Committee members, Celia Baxter and Emmanuelle Dubu, who joined the Committee on 5 March 2025. Throughout the year, the Committee has continued its focus on the key areas of financial reporting, risk and ensuring a robust system of internal controls, recognising that effective internal controls are fundamental to the management of risk and the long-term resilience of the Group. As Volution continues to expand, we recognise that the interdependence between a strong control environment and effective risk management is key to ensuring that our business risks are proactively identified, assessed and mitigated. The Committee has overseen the work of the Group finance and operational functions to prepare for and respond to the requirements of Provision 29 of the 2024 Code, involving the detailed mapping of existing controls, mitigation activities and reporting structures. This preparatory work is designed to place the Group in a strong position to meet the increased expectations and it is planned that a ‘dry-run’ will be carried out in the financial year to 31 July 2026. More details of this work can be found on page 44. The Committee has also dedicated significant time to discussing the Group’s risk appetite, to ensure the stated appetite remains aligned with the Group’s evolving strategy, risk environment and emerging risk. This has included a thorough review of the principal risks facing the business, with particular attention given to how changes in risk appetite may influence decision-making and risk-taking across the Group. Following these #### Highlights of 2025 • Addressed the new requirements introduced by Provision 29 of the 2024 Code, defining material controls that will be tested as part of the controls effectiveness review for the Group, which will apply to Volution for the financial year starting on 1 August 2026. • Reviewed the acquisition accounting for the Fantech business and considered feedback from the initial internal audit reviews, including in relation to existing financial controls. • Conducted a review of the requirements arising from the new fraud prevention legislation under the Economic Crime and Corporate Transparency Act (ECCTA), and compliance with the Minimum Standard for Audit Committees. • Held discussions on the Group’s risk appetite, ensuring clarity and alignment with our strategic objectives as well as the evolving risk landscape. • Continued to monitor principal and emerging risks. • Received presentations from advisers, including a detailed update from the Group’s tax specialists at BDO. #### Priorities for 2026 • Continued focus on the new requirements under Provision 29 of the 2024 Code including completing a ‘dry-run’ for the testing of material controls to ensure readiness for the first year of application of the Provision. • Continued review of Internal Audit reports to monitor governance, controls and compliance across the Group. • Continued monitoring of requirements for external assurance to reinforce the strength and reliability of the control environment. 102 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() discussions, some small updates to the principal risks have been made, reinforcing the connection between risk appetite, business strategy and the Group’s control framework. The Committee has also reviewed the reports of the Head of Internal Audit, who continues to undertake systematic reviews of businesses across the Group. The Committee draws assurance from these internal audit activities, which provide valuable insights into the effectiveness of internal controls, the management of risk and areas for targeted improvement. An important area of the Committee’s work this year has been overseeing the accounting treatment and financial reporting in respect of the Fantech acquisition, the Group’s largest acquisition to date. We have reviewed the key judgements and estimates applied, including those relating to the valuation of acquired assets and liabilities, deferred consideration and the integration of Fantech’s results into the Group’s consolidated accounts. In addition, an initial internal audit of the Fantech business was carried out during the year to provide the Committee with assurance over the quality of the internal controls that were in place and to ensure alignment with Group policies and procedures. PwC, now in their second year as our External Auditor, have continued to work closely with the Group’s finance teams, and it has been pleasing to see the results of a smooth transition to a new auditor and the collaborative approach that has developed between teams. The Committee has maintained oversight of the quality and effectiveness of the external audit processes, ensuring that audit findings are addressed promptly and that learnings are shared across the business. #### Governance and policy The Committee also retains a broad remit in terms of governance, with ongoing work regarding the Group’s whistleblowing arrangements and the review of the Group’s whistleblowing policy and procedures. Ensuring that employees have safe and accessible channels to raise concerns is vital to maintaining the integrity of the Group’s culture and control environment. I would like to thank the Committee for their efforts and support during this busy period. To conclude, I would like to also extend my thanks to the finance and governance teams across the Group for their continued diligence in maintaining the appropriate reporting standards, and for ensuring that they are consistently applied. Jonathan Davis Chair of the Audit Committee 8 October 2025 #### Role and responsibilities The primary function of the Committee is to assist the Board in fulfilling its responsibilities with regard to the integrity of financial reporting, audit, risk management and internal controls. This comprises: • monitoring and reviewing the Group’s accounting policies, practices and significant accounting judgements; • reviewing the annual and half-yearly financial statements, trading statements and any other financial announcements; • reporting to the Board on whether the Annual Report and Accounts is fair, balanced and understandable; • reviewing the Board’s shorter-term cash flow forecasts and its method for assessing the Group’s long-term viability; • approving the appointment and recommending the re-appointment of the External Auditor and its terms of engagement and fees; • reviewing the scope of work to be undertaken by the External Auditor and reviewing the results of that work; • monitoring and reviewing the effectiveness of the external audit process and the External Auditor; • reviewing and monitoring the independence of the External Auditor and approving its provision of non-audit services; • monitoring and reviewing the adequacy and effectiveness of the risk management systems and processes and, where appropriate, making recommendations to the Board on areas for improvement; • monitoring and reviewing the effectiveness of the Group’s Internal Audit function, and resolution of its material findings, in the context of the Group’s overall risk management systems; • reviewing reports from the Chief Financial Officer on the controls to mitigate fraud risk; and • overseeing the Group’s procedures for its employees to raise concerns through its Whistleblowing Policy as set out in the Code of Conduct. #### Membership and attendance In compliance with the Code, the Committee comprises four members who are independent Non-Executive Directors. Jonathan Davis is Committee Chair, and Amanda Mellor, Celia Baxter and Emmanuelle Dubu are Committee members. Celia Baxter and Emmanuelle Dubu became members on 5 March 2025. Margaret Amos and Claire Tiney stepped down from the Committee on 11 December 2024 and 2 August 2025 respectively. #### Audit Committee Report continued 103 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() Financial expert, recent and #### relevantfinancialexperience The Board has satisfied itself that the membership of the Audit Committee includes at least one Director with recent and relevant financial experience and has competence in the sector in which the Company operates, and that all members are financially literate and have experience of corporate financial matters. For the purposes of the Code, the Board has determined that Jonathan Davis is independent and may be regarded as an Audit Committee financial expert, having recent and relevant financial experience, and that all members of the Audit Committee are independent Non-Executive Directors with relevant financial and sectoral competence. See pages 86 and 87 for details of the relevant experience of Directors. Committee meetings are also normally attended by the Chair, the Chief Executive Officer, the Chief Financial Officer and the Company Secretary, who acts as secretary to the Committee. The External and Internal Auditors also attend meetings when appropriate. Other members of management may be invited to attend depending on the matters under discussion. The Committee meets regularly with the External Auditor and Internal Auditor with no members of management present. Meetings are scheduled in accordance with the financial and reporting cycles of the Company and generally take place prior to Board meetings to ensure effective collaboration with the Board. Minutes of each Committee meeting are provided to Board members. The Internal Auditor and the External Auditor have access to the Chair of the Committee outside formal Committee meetings. The Committee held six scheduled meetings during the year with attendance disclosed on page 102. #### Audit Committee activities #### during the year During the year, the Committee dealt with the following matters: Financial statements and reports • Reviewed the Annual Report and Accounts, together with the full-year results announcement and the half-year results announcement, and received reports from the External Auditor on the above. The Committee also reviewed the trading updates. • Reviewed reporting in the context of the acquisition of Fantech. • Assessed the impact of climate change on accounting assumptions and disclosure. • Reviewed the effectiveness of the Group’s internal controls and disclosures made in the Annual Report and Accounts with a particular focus on Provision 29. • Reviewed Executive Management’s representation letter to the external auditor, going concern, fair, balanced and understandable criteria and significant areas of accounting estimates and judgements. • Reviewed the Group’s cash flow forecasts, the Group’s bank facilities and the Viability Statement. Risk management • Monitored and reviewed the effectiveness of risk management and internal control processes; • Reviewed Group risk appetite for each of the principal risks and considered the categories of risk appetite. • Reviewed the Group Risk Register, which identifies, evaluates and sets out mitigation of risks, and reviewed the principal risks and uncertainties disclosed in the Annual Report and Accounts. • Considered emerging risk. Internal Audit • Reviewed reports from the Internal Auditor including in relation to the newly acquired Fantech business, and reviewed its summary report on internal audits completed in FY25 and its Internal Audit Plan for FY26. External Auditor and non-audit work • Reviewed the relationship with the External Auditor including its independence, objectivity and effectiveness, noting the non-audit services performed by a non-PwC component auditor which were identified following the completion of the year ended 31 July 2024 audit. The Committee is satisfied that these services did not affect the professional judgment of PwC and that they remain independent and objective. • Recommended to the Board the re-appointment of PwC as External Auditor at the 2024 AGM; • Reviewed, considered and agreed the scope of the audit work to be undertaken by the External Auditor on this year’s Annual Report and Accounts. • Agreed the terms of engagement and fees to be paid to the External Auditor. • Reviewed and approved the Group policy on non-audit services and reviewed any non-audit fees. Governance • Reviewed and approved the Group’s Tax Strategy; reviewed a paper on the Group’s tax risks, controls and processes operating over all businesses in the Group. • Monitored the Group’s Code of Conduct, Anti-Bribery and Corruption Policy and Policy on Corporate Criminal Offences, reviewed the Group’s whistleblowing arrangements and the introduction of new Fraud policy documentation in response to the Prevention of Fraud legislation. • Met with the External Auditor and the Internal Auditor without management being present. • Completed an evaluation of the Committee performance and set its annual work programme. #### Significantaccountingmatters The Committee identified the matters set out below as being significant in the context of the consolidated financial statements for the year ended 31 July 2025. These were discussed and reviewed by management and the External Auditor, and the Committee challenged judgements and sought clarifications where necessary. The Committee received a report from the External Auditor on the work it had performed to arrive at its conclusions and discussed in detail all material findings contained within the report. #### Audit Committee Report continued 104 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Audit Committee Report continued Area of focus Whywasthissignificant? HowdidtheCommitteeaddressthisarea? Accounting for the acquisition of Fantech There was one business combination during the year: the acquisition of Fantech in Australasia. This is the largest acquisition that the Group has completed to date and involved the accounting of purchase price allocation (PPA) under IFRS 3. The PPA exercise required the application of valuation methodologies and significant judgement, particularly in relation to forecast cash flows, discount rates and other key assumptions. The Committee recognised that these judgements could have a material impact on goodwill, amortisation and future impairment assessments. The Committee reviewed management’s analysis of the PPA, including the work of external valuation specialists, and challenged the basis for the key assumptions and methodologies applied. The Committee was satisfied that the PPA exercise was conducted appropriately and that the disclosures in the financial statements provide transparent information to shareholders. Accounting for business combinations with contingent consideration The acquisitions of DVS in FY24 and ERI in FY22 include contingent consideration liabilities at the balance sheet date. The acquisition of I-Vent in FY23 includes a potential for future contingent consideration for the measurement year ended 31 December 2024 but nil is recorded at the balance sheet date as performance criteria are not expected to be met in the relevant measurement period. The acquisition of the remaining 24.35% of the shares in ClimaRad was completed in December 2024 for the total payment of £30.4 million. The Committee reviewed the judgements and estimates that management made in assessing the fair value measurement of the contingent consideration for the DVS, ERI and I-vent acquisitions and concluded they were reasonable. The Group did not consider it reasonably possible, at the balance sheet date, that this was a major source of estimation uncertainty that could have a significant risk of resulting in a material adjustment to the liabilities recorded and thus is not disclosed as such in note 1 to the accounts as a key source of estimation uncertainty. The Committee also reviewed the accounting for the acquisition of the remaining 24.35% of the shares in ClimaRad, noting that after the cash paid in December 2024 there was nil liability remaining at the balance sheet date. The Committee noted that the deferred payment of AUD$60 million related to the acquisition of Fantech does not contain any performance conditions and hence no judgement was needed to assess this liability. 105 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() Area of focus Whywasthissignificant? HowdidtheCommitteeaddressthisarea? Impairment of goodwill and other intangible assets The Group’s policies on accounting for separately acquired intangible assets and goodwill on acquired businesses are set out in note 1 to the consolidated financial statements. At 31 July 2025, intangible assets relating to goodwill amounted to £235.8 million. The acquisition of Fantech made during the year added £66.6 million of goodwill through acquisition. Goodwill on acquisitions is initially recorded at fair value and is subject to testing for impairment at each balance sheet date. For intangible assets amortised over finite lives, the Group is required to determine whether indicators of impairment exist and, if so, perform a full impairment review. As is customary, such testing involves estimation of the future cash flows attributable to the asset, or cash generating unit (CGU) of which it is part, and discounting these future cash flows to today’s value. The Committee reviewed the key assumptions behind these valuations and impairment reviews, notably the expected development of future cash flows and the discount rates used, as well as considering reasonable sensitivities to these estimates, and concluded that these support the carrying values set out in notes 12 and 14 to the consolidated financial statements and no impairment provision is required. The Committee considered the impact of climate change over the medium and long time period of our climate change assessment (aligned to our impairment review) and considered it reasonable to expect no material adverse impact of climate change to our business model that would materially impact the cash flows used in our impairment reviews. The Committee has also reviewed the additions to goodwill and other intangible assets through the acquisition of Fantech in the year, the allocation of goodwill and other intangible assets to the appropriate CGUs, and the level of CGUs at which the impairment testing is completed. The Committee considered these allocations and judgements to be reasonable. The Group did not consider it reasonably possible, at the balance sheet date, that this was a major source of estimation uncertainty that could have a significant risk of resulting in a material adjustment to the liabilities recorded and thus is not disclosed as such in note 1 to the accounts as a key source of estimation uncertainty, but is included as an additional disclosure in note 13. Revenue recognition – liabilities arising from retrospective volume rebates The Group has a number of customer rebate agreements that are considered to be variable consideration and are recognised as a reduction from sales. Rebates are based on an agreed percentage of revenue, which will increase with the level of revenue achieved. These agreements may run to a different reporting period to that of the Group with some of the amounts payable being subject to confirmation after the reporting date. At the reporting date, management makes estimates of the amount of rebate that will become payable by the Group under these agreements using a probability weighted average to arrive at an expected amount. The liability arising from retrospective volume rebates at 31 July 2025 included within refund liabilities (note 3) is £12.3 million (2024: £10.3 million). The Committee reviewed management’s methodology and judgement in assessing the recognition of rebates. The Committee concurred with its approach. The Group did not consider it reasonably possible, at the balance sheet date, that this was a major source of estimation uncertainty that could have a significant risk of resulting in a material adjustment to the liabilities recorded and thus is not disclosed as such in note 1 to the accounts as a key source of estimation uncertainty, but is included as an additional disclosure. #### Audit Committee Report continued 106 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Audit Committee Report continued Area of focus Whywasthissignificant? HowdidtheCommitteeaddressthisarea? Going concern The Board of Directors has a responsibility to assess whether there are any significant doubts about an entity’s ability to continue as a going concern. The Group has completed a comprehensive and robust assessment in order to support the preparation of the financial statements on the going concern basis. Such testing involves several assumptions regarding the future financial performance of the Group for 18 months from the balance sheet date. The Committee has reviewed the key assumptions used in the going concern assessment and the other relevant factors surrounding going concern, notably the expected liquidity levels of the Group and covenant headroom. The Committee has also considered reasonable sensitivities to these estimates including the potential impact from the principal risks and concluded that these support the preparation of the financial statements on the going concern basis. The Committee considered the impact of climate change (which is not a standalone principal risk) over the short time period of our climate change assessment (aligned to our going concern review), and considered it reasonable to expect no material adverse impact of climate change over the going concern period, and hence considered it reasonable that no adverse impacts in either the base case or downside scenarios were included. Further details of the going concern assessment prepared by the Group are included on page 47. In addition, the Committee reviewed policy and provisions with respect to treasury, taxation, warranty, doubtful debts and inventory and weighted average cost of capital rates. 107 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Audit Committee Report continued #### External audit PwC has acted as External Auditor for the Group for the financial year ended 31 July 2025. The lead partner for the year was Simon Bailey. Other than this role, he has not had any previous involvement with the Group. The Committee notes the tendering and rotation provisions in the EU Audit Directive and Regulation and the Companies Act 2006, which state that there should be a public tender every ten years and a change of External Auditor at least every 20 years. The Committee also confirms compliance with the provisions of the Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014 (the Order). In line with these requirements, the Committee last conducted a tender process in 2023. EY was the previous External Auditor of the Group prior to the appointment of PwC. The Committee has recommended to the Board that a resolution to appoint PwC for the financial year ending 31 July 2026 be proposed to shareholders at the AGM in December 2025 and the Board accepted and endorsed this recommendation. #### Effectiveness review During the year, the Committee assessed the effectiveness of auditors PwC and the external audit process for the year ended 31 July 2024 using a checklist and questionnaire issued to senior financial management across the Group who had been involved in the audit process. A summary of the findings was prepared for consideration by the Committee. There were no substantive matters identified during this assessment, and the Committee concluded that the external audit process had been effective. #### Non-audit services The Committee agrees the fees paid to the External Auditor for its services as auditor. A formal policy in relation to the provision of non-audit services by the External Auditor was reviewed by the Committee during the year to ensure that there was adequate protection of its independence and objectivity. A copy of the policy is available at the Company’s website: www.volutiongroupplc.com. During the year, PwC charged the Group £123,000 (2024: £106,000) for non-audit services in respect of the interim results. A breakdown of the fees paid to PwC during the year is set out in note 8 to the consolidated financial statements. #### Internal control and risk management The Board is responsible for the effectiveness of the Group’s system of internal control, which has been designed and implemented to meet the requirements of the Group and the risks to which it is exposed. Details are set out below on the Group’s internal control environment, how risk is managed, and the Committee’s review of the effectiveness of the risk management and internal control systems. Three lines of defence model #### Volution Board/Audit Committee External Auditor #### Volution management #### 1st Line 2nd Line 3rd Line Day-to-day management of risk Application of internal controls Group Finance Internal Audit Technical CoSec/Compliance IT Security HR 108 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Audit Committee Report continued #### Internal control environment In seeking to achieve the Group’s business objectives, we face a number of risks, as defined on pages 44 to 53. The following key elements comprise the internal control environment, which has been designed to identify, evaluate and manage these risks in line with our risk appetite, and to ensure accurate and timely reporting of financial data for the Company and the Group: • an appropriate organisational structure with clear lines of responsibility, including adopting the three lines of defence model to effectively manage the risks; • an experienced and qualified Finance function, which regularly assesses the possible financial impact of the risks facing the Group; • a comprehensive annual business planning process; • key control procedures as defined in our risk and control matrix; • delegation of authority devolved from the Board which sets the approval limits for capital and operating expenditure and other key business transactions and decisions; • a robust financial control, budgeting and forecasting system, which includes regular monitoring, variance analysis, key performance indicator reviews and risk and opportunity assessments at Board level; • procedures by which the consolidated financial statements are prepared, which are monitored and maintained through the use of internal control frameworks addressing key financial reporting risks arising from changes in the business or accounting standards; • established policies and procedures setting out expected standards of integrity and ethical standards which reinforce the need for all employees to adhere to all legal and regulatory requirements; and • an annual internal controls checklist based on our risk and control matrix. Internal Audit Internal Audit plays an important role in helping the organisation deliver its vision and objectives by providing independent and objective assurance to management, the Committee and Board on the effectiveness of Volution’s risk management activities, internal controls and corporate governance framework, as well as advising on emerging risks and the implementation of Provision 29 of the 2024 Code. The purpose, scope and authority of Internal Audit is defined within its charter which is approved annually by the Committee. For the financial period ended 31 July 2025, the Head of Internal Audit led the provision of the internal audit service, supported by external specialist audit resource. The Audit Committee agreed the Internal Audit Plan prior to the commencement of the financial year, which was designed to ensure that there was appropriate coverage of the internal control environment, strategic priorities and key risks identified by the Board in its annual risk management process. The Head of Internal Audit regularly attends and reports to the Audit Committee, including progress on the current year’s Internal Audit Plan and any amendments to it, reporting key findings from internal audit reports, tracking actions arising from the reports, highlighting any overdue actions, and identifying key themes arising from the reports. Updates provided in the year included detailed reports on the controls in our newly acquired Fantech and i-Vent businesses, and also on specific areas of cyber, fraud and other key risk areas. The Committee meets at least once annually with the Head of Internal Audit in the absence of management. The Chair of the Audit Committee routinely meets with the Head of Internal Audit privately to discuss the results of the audits performed, and any additional insights obtained on the risk management and control environment across the organisation. Risk management The Board sets the risk appetite that forms the basis of the approach to risk management, accepting that some level of risk-taking is necessary to meet business objectives. The Group has a risk management process which is led by the Risk and Internal Control Committee (RICC). This process identifies risks and assesses the probability and impact from these risks, and assigns an owner to manage mitigation activities at the operational level. Each business unit operates a process to ensure that key risks are identified, evaluated, managed in line with our risk appetite, and reviewed appropriately. This process is also applied at Board level to major business decisions such as acquisitions. The business unit risk registers form the basis for the Group Risk Register, which is maintained for all corporate risks and is monitored by senior management and reviewed by the Committee. During the year, the Group Risk Register and the methodology applied were the subject of review by senior management and updated to reflect new and developing areas which might impact business strategy. The Committee also considered the risk appetite levels in relation to each of the principal risks and reviewed appetite categories. The Audit Committee reviews the Group Risk Register at least twice a year and assesses the actions being taken by senior management to monitor and mitigate the risks. The Group’s principal risks and uncertainties, the areas which they impact and how they are mitigated are described on pages 44 to 53. Review of effectiveness Provision 29 of the 2018 Code states that the Board should monitor the Company’s risk management and internal control systems and, at least annually, carry out a review of their effectiveness. The Committee receives an annual report on the performance of the system of internal control, and on its effectiveness in managing risks and in identifying control failings or weaknesses. The Committee has reviewed the Group’s risk management process and the effectiveness of the Group’s risk management and internal control systems for the period from 1 August 2024 to the date of this Report. Taking into account the matters set out on pages 44 to 53 relating to principal risks and uncertainties and the internal audit reports from the Head of Internal Audit, the Board, with the advice of the Committee, is satisfied that the Group has in place effective risk management and internal control systems. You can read more about the work of the Committee in preparation for the updated version of Provision 29 in the 2024 Code on pages 44. Code of Conduct, anti-bribery and whistleblowing The Group is committed to providing a safe and confidential avenue for all employees across the Group to raise concerns about serious wrongdoings. The Group also acknowledges the requirements of the 2018 Code in this area, which states that the Committee should review arrangements by which employees across the Group may, in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters and ensure that these concerns are investigated and escalated as appropriate. 109 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Audit Committee Report continued The Company has a Group-wide Code of Conduct, an Anti-Bribery and Corruption Policy and a Policy on Corporate Criminal Offences. These policies set out the Group’s values and the importance that is placed on honest, ethical and lawful conduct in all business dealings. The Code of Conduct also sets out the Group’s policy on anti-slavery and human trafficking, in accordance with the Modern Slavery Act 2015. Group employees, agents and suppliers are asked, where relevant, to confirm that they do and will continue to comply with these policies. A gifts and hospitality register is operated by each business unit to ensure transparency where items are over a certain monetary threshold. In addition, all employees who are considered the most likely to be exposed to bribery and corruption are given web-based anti-bribery and corruption training. Arrangements are in place by which employees are able to raise, in confidence, any concerns they may have about possible wrongdoing or dishonest or unethical behaviour, such as bribery, corruption, fraud, dishonesty and illegal practices. An independent whistleblowing provider provides a confidential web-based and telephone facility which has been communicated across the Group, branded as ‘Speak Up’, to ensure awareness. The Code of Conduct protects anyone who comes forward to make a disclosure under the Whistleblowing Policy. When a disclosure is made, the Company Secretary reports the matter to the Committee Chair and initiates an investigation to include all necessary parties. A report on the investigation is submitted to the Committee and appropriate steps are taken to ensure that any matters relating to any disclosures have been resolved satisfactorily. The Committee also has the power to conduct further enquiries itself or any other additional actions it sees fit. The Committee has reviewed these arrangements and is satisfied that they are operating effectively. All findings relating to ‘Speak Up’ reports and arrangements are reported by the Committee to the Board. Committee performance evaluation During the year, the Board conducted an internal evaluation of the performance of the Board, its Committees, the Directors and the Chair. This process concluded that the Committee had fulfilled its role effectively and did not identify any significant development points requiring action. Fair, balanced and understandable The Board has responsibility under the 2018 Code for preparing the Company’s Annual Report and Accounts, ensuring that it presents a fair, balanced and understandable (FBU) assessment of the Group’s position and prospects and that it provides the information necessary for shareholders to assess the Group’s performance, business model and strategy. The review of the Annual Report and Accounts took the form of a detailed assessment of the collaborative drafting process, which involves the Board members, the Senior Management Team, Group Finance and the Company Secretary, with guidance and input from external advisers. This ensures that there is a clear and unified link between this Annual Report and Accounts and the Group’s other external reporting, and between the three main sections of the Annual Report and Accounts – the Strategic Report; the Governance Report; and the Financial Statements. In addition, the Committee receives a report highlighting areas for FBU consideration to ensure compliance before approval of the Annual Report and Accounts. The detailed work in this area is delegated to, and carried out by, the Audit Committee. As part of this work, the Committee: reviewed all material matters, as reported elsewhere in this Annual Report and Accounts; ensured that it fairly reflected the Group’s performance in the reporting year; ensured that it reflected the Group’s business model and strategy; ensured that it presented a consistent message throughout; and considered whether it presented the information in a clear and concise manner, illustrated by appropriate KPIs, to facilitate shareholders’ access to relevant information. A summary of the process, and of the Committee’s findings, was considered by the Board at its meeting on 7 October 2025. The outcome of that review was that the Committee confirmed to the Board that the Annual Report and Accounts 2025 met the requirements of the 2018 Code and the Board’s formal statement to that effect is set out on page 84. 110 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() Dear shareholder, On behalf of the Remuneration Committee, I am pleased to present the Directors’ Remuneration Report for the year ended 31 July 2025. This is my first report for Volution since taking over from Claire Tiney as Remuneration Committee Chair earlier this year. I would like to thank Claire for her many years of chairing the Committee and for her assistance throughout the handover process. At the AGM in December 2024, the Directors’ Remuneration Report received strong support from shareholders, with 97.1% of the votes cast being in favour of the resolution. The Committee considers that the current Remuneration Policy continues to appropriately support our remuneration principles, which are to: • attract and retain the best talent; • drive behaviours that support the Group’s strategy and business objectives which are developed in the long-term interests of the Company and its shareholders; • reward senior management appropriately for their personal and collective achievements; • provide incentives that help to maintain commitment over the longer term and align the interests of senior management with those of shareholders; and • ensure that a significant percentage of the overall remuneration package of the Executive Directors and senior management remains at risk, dependent on performance, and that their pay and benefits adequately take account of reward versus risk. #### Wider workforce considerations The Committee is aware of the continued impact of the cost of living on our employees, and the Group has taken a number of actions to support the workforce, including continuing to operate our ‘Employee Benefits’ platforms in the UK which offer attractive discounts at leading retailers including cash back options, launching a new Group-wide all-employee sharesave scheme, and awarding strong bonus pay-outs across the Group due to Volution’s strong performance in the year. #### Performance in the year ended 31 July #### 2025 and remuneration outcomes During the year ended 31 July 2025, the business performed well: • the Group’s revenue increased by 20.6% compared with last year to £419.1 million (2024: £347.6 million); • adjusted operating profit was £93.4 million (2024: £78.0 million), representing 22.3% of revenue and a £15.4 million improvement compared with the prior year; • adjusted earnings per share was 33.1 pence, representing an 18.2% increase over the adjusted earnings per share for the prior year of 28.0 pence and since IPO the compound annual growth rate of adjusted earnings per share has been 12.8%; and • the total dividend for the financial year is 10.8 pence, an increase of 20% on the prior year. Looking over a longer time period, Volution has delivered strong and sustained performance through a combination of organic and inorganic growth. Most recently, we completed the acquisition of Fantech, our largest acquisition to date, and enhancing our market position in the Australasian region. At the point of listing, Volution operated across four countries and made c.30% of revenue from non-UK customers. Volution now operates across 17 countries and makes c.60% of revenue from non-UK customers, a marked increase in our scale and complexity. As well as delivering strong financial performance, we continued to make progress on our ESG commitments. Our carbon intensity has fallen from 36.8 to 12.1 since listing, recycled plastic usage has increased to 83.9%, and we continue to improve #### Directors’ Remuneration Report #### Membership and attendance The Committee met for four scheduled meetings during the year with attendance disclosed below. Committee members 2 Member since Attendance Celia Baxter (Chair) 1 5 March 2025 (appointed Chair on 10 July 2025) Jonathan Davis 23 June 2023 Emmanuelle Dubu 1 5 March 2025 Nigel Lingwood 30 April 2020 Amanda Mellor 19 March 2018 1. Celia Baxter and Emmanuelle Dubu joined the Board and were appointed as members of the Committee on 5 March 2025. There were only two Committee meetings between that date and the year-end, so Celia and Emmanuelle attended the maximum number of meetings possible. 2. Margaret Amos served as a member of the Committee during the year until she stepped down from the Board on 11 December 2024. Claire Tiney served as Chair of the Committee until Celia’s appointment as Chair on 10 July 2025 and remained a member of the Committee until her retirement from the Board on 2 August 2025. #### “Driving behaviours that #### support the Group’s strategy #### and business objectives” Celia Baxter Chair of the Remuneration Committee 111 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() our proportion of low-carbon sales. This is an area that Volution places great importance on, and the continued progress against these targets demonstrates that our approach is working. The successful delivery of our strategy has ultimately been reflected in returns to our shareholders. Over the last five years, we have delivered total shareholder returns of more than 270%, resulting in Volution being admitted to the FTSE 250 in May 2021. Since admission, Volution has continued to significantly outperform the index and our market capitalisation now places us in the top half of the FTSE 250. Shareholder returns have continued to outperform for the most recent financial year, with a total shareholder return of more than 30% exceeding that of the FTSE 250 index. #### Incentive outcomes for the year #### ended 31 July 2025 Adjusted operating profit, adjusted EPS and working capital management were the key measures used by the Committee to assess performance and, accordingly, were the performance measures used for the bonus. Performance against these measures resulted in the Committee awarding the maximum annual bonus of 125% of salary to both Ronnie George and Andy O’Brien. We have provided full retrospective disclosure of the bonus targets as well as the actual performance against them. In accordance with the Policy, one-third of the total annual bonus payment will be deferred into awards over the Company’s shares which will vest after three years. Further details can be found on page 116. The LTIP awards granted in the 2022/23 financial year (in October 2022) had a performance period that ended on 31 July 2025 and are subject to a two-year holding period. Due to EPS growth, good performance against our ESG targets, and total shareholder return performance over the period (with a total shareholder return over the performance period being at the top of the peer group), the October 2022 LTIP awards will vest at 87.9% of maximum. Further details can be found on page 116. When determining variable pay outcomes, the Committee also took account of the shareholder experience, the employee experience and the wider stakeholder experience alongside all of the performance context provided above. Overall, the Committee considered that remuneration outcomes were appropriate and as such determined that no discretion would be applied. #### Remuneration decisions for the year #### ending 31 July 2026 The Remuneration Policy was put to a vote at the 2023 AGM and received very strong shareholder support with 97.7% of votes cast in favour of the resolution. While the next comprehensive review is scheduled to be tabled at the 2026 AGM, the Remuneration Committee has reviewed the approach for FY26 to ensure it remains appropriate to support the business strategy in the current environment. #### Incentive levels for FY26 Our Executive Directors, Ronnie George and Andy O’Brien, have led the growth and the exceptional performance of the Group, as outlined above. Both are experienced members of the Volution leadership team and have helped to transform Volution into a global leader in the ventilation industry. As part of our year-end process the Committee has reviewed the Executives’ remuneration arrangements and identified that a gap has emerged between pay levels at Volution and at UK-listed companies of a similar size and complexity. In order to recognise the sustained performance of the business, to incentivise them to continue to deliver the strategy and to ensure the overall remuneration package remains competitive against the FTSE 250 (excluding financial services companies), the Committee intends to utilise the headroom within the shareholder-approved Remuneration Policy by making the following changes: • Increasing the maximum bonus opportunities from 125% of salary to 150% of salary for both Ronnie and Andy. • Increasing Ronnie’s maximum LTIP opportunity from 150% to 175% of salary. • Increasing Andy’s maximum LTIP opportunity from 125% to 150% of salary. For the FY26 LTIP grant, the Committee will also change the TSR comparator group to the FTSE 250 (excluding financial services companies and investment trusts) as we are of the view that the previous sector comparator group no longer reflects the size and complexity of Volution. As well as recognising the Group’s performance and our increased scale and complexity, the Committee considers these increases to be in the best interests of shareholders in order to motivate and retain Ronnie and Andy in what is an increasingly competitive talent market. The impact of these changes is that Ronnie and Andy’s maximum total compensation will move above the lower quartile but will remain below the median relative to FTSE 250 companies of a similar size. By making these increases through the incentive schemes, the Executive Directors will only benefit if they continue to deliver against our stretching performance targets which should lead to the creation of further shareholder value. Although the increases to the bonus and LTIP quanta are within our approved Remuneration Policy, the Committee has consulted with major shareholders on these changes over recent months. The feedback received was supportive of the Committee’s decisions. #### Salary increases for FY26 Additionally, the Committee determined that the Chief Executive Officer and Chief Financial Officer would each be awarded an increase in base salary of 3.5% (in line with the budgeted increase for the wider workforce in the UK), taking the Chief Executive Officer’s salary to £600,000 and the Chief Financial Officer’s salary to £411,000. The Committee recognises that the salaries remain positioned towards the lower end of the FTSE 250 (excluding financial services companies), given the size and scale of Volution and will keep this under review in future years. #### LTIP measures and targets As outlined in our FY24 Directors’ Remuneration Report, given the timing of the acquisition of the Fantech group of companies in Australasia, the Remuneration Committee was not able to finalise the FY25 LTIP targets when the Annual Report was signed-off in October 2024. These were subsequently approved during the year and disclosed on our website, and they are provided in full later on in this report. During the year the Committee also made adjustments to some of the ESG targets to reflect methodology changes. These changes were to ensure that participants are not better or worse off and that the targets remain as stretching as when they were first approved. Further detail is provided later on in this report. #### Looking ahead In line with the standard triennial cycle, the Committee will review all elements of the Remuneration Policy during FY26. The Committee will speak to shareholders in due course should material changes be proposed, before putting the new Remuneration Policy to vote at the 2026 AGM. I hope that you will support the resolution requesting approval of the Directors’ Remuneration Report at this year’s AGM on 10 December 2025. Celia Baxter Chair of the Remuneration Committee 8 October 2025 #### Directors’ Remuneration Report continued 112 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Directors’ Remuneration Report continued #### At a Glance: Implementation of the Remuneration Policy for 2026 and key decisions in 2025 The table below summarises how key elements of the Remuneration Policy will be implemented in the period ending 31 July 2026 and key decisions taken by the Committee for the year ended 31 July 2025. The full Directors’ Remuneration Policy can be found in the 2023 Annual Report that can be found on the Company’s website, www.volutiongroupplc.com. Element ChiefExecutiveOfficerRonnieGeorge ChiefFinancialOfficerAndyO’Brien Base salary (from 1 August 2025) £600,000 £411,000 Pension 5.5% 5.5% Annual bonus opportunity 2026 Maximum: 150% Maximum: 150% Annual bonus measures • The majority of the bonus will be based on financial measures and the remainder will be based on non-financial measures. • For the period ending 31 July 2026, the financial measures include: Adjusted EPS (52%); Adjusted operating profit (36%); and Working capital management (12%). • Full disclosure of performance targets will be disclosed retrospectively. Annual bonus deferral • One-third of the annual bonus will be deferred into shares for a period of three years. Long-term Incentive Plan (LTIP) opportunity 2026 Maximum: 175% Maximum: 150% LTIP measures • LTIP awards will be based on the EPS growth (60%); Relative TSR (20%); and ESG (20%). A Return on Invested Capital (ROIC) underpin will apply. Performance will be measured over a three-year period. LTIP holding requirement • LTIP awards are subject to a two year holding period after the three year performance period. Shareholding guideline • 200% of salary in-employment shareholding guideline. • Post-cessation shareholding requirements apply at the same level as the in-employment guideline (or actual shareholding, if lower) for two years after departure. Malus and clawback • Malus and/or clawback provisions apply up to the third anniversary of payment of the cash bonus, and the earlier of the sixth anniversary of grant and the third anniversary of satisfying awards for DSBP and LTIP awards. • The detailed malus and clawback provisions can be found in the Remuneration Policy in the 2023 Directors’ Remuneration Report. Notice period 12 months 9 months 31 July 2025 year-end outcomes: Bonus outcome • 100% of maximum pay-out. 2022–25LTIPoutcome • 87.9% of maximum vesting. 113 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Directors’ Remuneration Report continued Annual Report on Remuneration This section provides details of how the Remuneration Policy (the Policy) was implemented during the year and how the Remuneration Committee (the Committee) intends to apply the Policy during the financial year ending 31 July 2026. Certain sections of this report are audited and indicated as such where applicable. The Annual Report on Remuneration will be subject to an advisory shareholder vote at the 2025 AGM. Role of the Committee The role of the Committee is to recommend to the Board a strategy and framework for remuneration for Executive Directors and the Senior Management Team in order to attract and retain leaders who are focused and incentivised to deliver the Company’s strategic business priorities, within a remuneration framework which is aligned with the interests of our shareholders and thus designed to promote the long-term success of the Company. The Committee has clearly defined terms of reference which are available on the Company’s website, www.volutiongroupplc.com. The Committee’s main responsibilities are to: • establish and maintain formal and transparent procedures for developing policy on executive remuneration and for fixing the remuneration packages of individual Directors, and to monitor and report on them; • determine the remuneration, including pension arrangements, of the Executive Directors, taking into account pay and policies across the wider workforce; • approve annual and long-term incentive arrangements together with their targets and levels of awards; • determine the level of fees for the Chair of the Board; and • select and appoint the external advisers to the Committee. Membership The Committee currently comprises four independent Non-Executive Directors, Celia Baxter (Chair), Jonathan Davis, Amanda Mellor, Emmanuelle Dubu and the Non-Executive Chair, Nigel Lingwood. The Chair of the Board is a member of the Committee because the Board considers it essential that the Chair is involved in setting Remuneration Policy (although he is not party to any discussion directly relating to his own remuneration). Celia Baxter is the Chair of the Committee and has chaired the Committee since 10 July 2025. Before this time, Claire Tiney was the Chair of the Committee and had been a member of the Committee since 1 August 2016. Both Celia and Claire have extensive experience of chairing listed company remuneration committees. Claire stepped down from the Committee as Chair on 9 July 2025 and retired from the Board and the Committee on 2 August 2025. During the year the Committee also consulted with the Chief Executive Officer, the Chief Financial Officer and the Company Secretary, but not on matters relating to their own remuneration. Attendance • The Committee met for four scheduled meetings and for additional meetings as required during the year. It has had two meetings to date in 2025/26. Committee member attendance can be found in the table on page 111. Committee activity and key decisions during the year ended 31 July 2025 Matters considered and decisions reached by the Committee during the year include: • considered and approved the Directors’ Remuneration Report for the year ended 31 July 2024; • reviewed the impact of the Fantech acquisition on bonus and LTIP targets; • reviewed outcomes for Executive Director and Senior Management Team bonuses for the year ended 31 July 2024; • reviewed performance measurement outcomes and vesting of LTIP awards granted in October 2021; • reviewed and approved the parameters of the annual bonus plan (ABP), including performance measures and targets for year ended 31 July 2025 for the Executive Directors and Senior Management Team; • considered and approved the LTIP awards to the Executive Directors and Senior Management Team for year ended 31 July 2025; • reviewed market trends and developments in executive remuneration as well as wider workforce remuneration context in advance of considering Executive Director and Senior Management Team remuneration proposals for 2025/26; • reviewed and approved the Executive Director and Senior Management Team salaries for 2025/26; and • evaluated the performance of the Committee. Committee performance evaluation • During the year, the Board conducted an internal evaluation of the performance of the Board, its Committees, the Directors and the Chair. Further details can be found in the Governance Report on pages 93 and 94. I am pleased to confirm that this process concluded that the Committee had fulfilled its role effectively and did not identify any significant development points requiring action. Advice to the Committee The Committee keeps itself fully informed on developments and best practice in the field of remuneration and it seeks advice from external advisers when appropriate. 114 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Directors’ Remuneration Report continued The Committee appoints its own independent remuneration advisers and at the time of listing appointed Deloitte LLP to that role following a competitive tender process. Deloitte LLP has served as adviser to the Committee since listing and throughout the year. Total fees for advice provided to the Committee during the year by Deloitte LLP were £54,000 and were charged based on the time spent and seniority of the staff involved in providing the advice. During the year Deloitte LLP also provided the Company with other reward and share plan-related advice. Deloitte LLP is a member of the Remuneration Consultants Group and as such voluntarily operates under the code of conduct in relation to executive remuneration consulting in the UK. The Committee requests Deloitte LLP to attend meetings periodically during the year. The Committee was satisfied that the advice received from Deloitte LLP during the year was objective and independent. Singletotalfigureofremuneration(audited) The audited table below sets out the total remuneration for the Directors in the years ended 31 July 2025 and 31 July 2024. Salary and fees Benefits 1 Pension 2 Annual bonus 3 Long-term incentives 4 Total Total fixed remuneration Total variable remuneration 2025 £000 2024 £000 2025 £000 2024 £000 2025 £000 2024 £000 2025 £000 2024 £000 2025 £000 2024 £000 2025 £000 2024 £000 2025 £000 2024 £000 2025 £000 2024 £000 Chair Nigel Lingwood 5 200 164 – – – – – – – – 200 164 200 164 – – Executive Directors Ronnie George 580 555 35 34 32 31 725 694 1,310 717 2,682 2,031 647 620 2,035 1,411 Andy O’Brien 397 380 28 27 22 12 496 475 764 418 1,707 1,312 447 419 1,260 893 Non-Executive Directors Amanda Mellor 67 65 – – – – – – – – 67 65 67 65 – – Claire Tiney 5 66 65 – – – – – – – – 66 65 66 65 – – Jonathan Davis 67 65 – – – – – – – – 67 65 67 65 – – Margaret Amos 5 21 55 – – – – – – – – 21 55 21 55 – – Celia Baxter 5 24 – – – – – – – – – 24 – 24 – – – Emmanuelle Dubu 5 23 – – – – – – – – – 23 – 23 – – – Notes 1. Benefits: this includes an annual car allowance, life assurance equivalent to four times annual salary and private medical insurance. 2. Pension: a cash payment in lieu of employer’s pension contribution, equivalent to 5.5%, was paid to both Executive Directors. Pension amounts for the CFO in respect of 2024 are lower than the equivalent of 5.5% due to an overpayment in previous years which was corrected within the year ended 31 July 2024. 3. Annual bonus: detail on the 2025 bonus performance targets and actual performance is provided on page 116. 4. Long-term incentives: this column relates to the value of long-term awards of which the performance period ends in the year under review. The awards granted in October 2022 had a performance period that ended on 31 July 2025, and this has been included in the table above. This award will vest in October 2025 and, therefore, the value included in the table above represents an estimated value using the average share price of £6.135 over the three months to 31 July 2025. The value of the LTIP attributable to share price appreciation is £615,000 for the CEO and £359,000 for the CFO. Dividend equivalents over the performance period have been added to the LTIP values, in line with market practice. For 2025, the number of additional dividend equivalent shares are 11,735 and 6,843 for the CEO and CFO respectively. Details of the performance measures and achievement against the targets set can be found on page 116. In line with the remuneration reporting requirements, the awards which vested in October 2024 have been restated to reflect the actual share price £6.050 on the date of vesting. 5. Celia Baxter and Emmanuelle Dubu were appointed to the Board on 5 March 2025, and Celia Baxter was appointed as Chair of the Remuneration Committee, incurring an additional fee, on 10 July 2025. Margaret Amos stepped down from the Board on 11 December 2024 and Claire Tiney stepped down as Remuneration Committee Chair on 9 July 2025 and retired from the Board on 2 August 2025. The amounts stated in the table above reflect these Board changes in the year. 115 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() Annual Bonus Plan (audited) The operation of the Annual Bonus Plan during the year ended 31 July 2025 was consistent with the framework set out in the 2023 Policy. The maximum annual bonus potential for the Executive Directors during the year was 125% of base salary, and bonus for on-target performance was 50% of the maximum opportunity. In line with last year’s report, we have provided full retrospective disclosure of the targets and performance against those targets which are set out in the table below. The performance measures for the year ended 31 July 2025 were the same as for the year ended 31 July 2024. The targets were set taking into account the business plan, market conditions and analysts’ forecasts at the time. One-third of the annual bonus payment earned by the Executive Directors will be deferred into awards over the Company’s shares for three years. As set out in the Committee Chair’s letter, the Committee considered a number of different matters when determining the outcome including wider Company performance, employee experience, shareholder experience and wider stakeholder experience and determined that the remuneration outcomes were appropriate and as such no discretion would be applied. Measure Strategic objective Weighting Threshold 3 Target Maximum Actual performance % of Measure achieved Payment Adjusted operating profit 1 To increase profit 36% £78.0m £81.5m £85.1m £93.4m 100% 36% Adjusted EPS 1 Creation of shareholder value 52% 27.9p 30.0p 31.4p 33.1p 100% 52% Working capital management 2 Delivering efficiency of working capital and cash generation 12% 17.0% 16.9% 16.6% 14.7% 100% 12% Total 100% Total as a % of maximum 100% Notes 1. Adjusted operating profit up to target level is purely organic. Between target and maximum, unbudgeted acquisitions will be taken into account. Adjusted EPS includes unbudgeted acquisitions. Bonus is calculated on budgeted rates of exchange. 2. Working capital targets for the average of the five quarters: quarters ending 31 July 2024, 31 October 2024, 31 January 2025, 30 April 2025 and 31 July 2025. Working capital management (inventories, right of return assets, trade and other receivables, trade and other payables, refund liabilities and provisions) as a percentage of revenue. 3. There is no pay-out for at or below threshold performance, rising to 50% pay-out for target performance and 100% pay-out for maximum performance. Long-term Incentive Plan vesting – October 2022 awards (audited) The LTIP values included in the single total figure of remuneration table for 2025 relate to the LTIP award granted on 12 October 2022. Awards with a face value of 150% of salary were granted to Ronnie George and 125% to Andy O’Brien, and, following a three-year performance period ending on 31 July 2025, are due to vest on 12 October 2025. In accordance with the Policy, this LTIP award is subject to an additional two-year holding period post vesting. Therefore, this award will not be available to exercise until 12 October 2027. Performance against the performance targets is set out below: Measure Weighting (% of total award) Below threshold (0% vesting) Threshold (25% vesting) 1 Maximum (100% vesting) 1 Actual performance outcome Vesting EPS growth 60% Below 6% p.a. 6% p.a. 12% p.a. 11.3% p.a. 54.8% TSR vs Direct Peer Group Index 2 20% Below median Median Upper quartile Upper quartile (1st) 20.0% ESG (low-carbon sales as a % of total revenue) 3 10% Below 67.8% 67.8% 70.0% 77.3% 10.0% ESG (% of recycled plastics that are used in our manufactured products) 3 10% Below 83.4% 83.4% 90.0% 83.9% 3.1% Total vesting (% of maximum) 87.9% Notes 1. Awards vest on a straight line basis between these points. 2. The Peer Group is comprised of 14 companies: Epwin Group, Ibstock, Norcros, Genuit, Michelmersh, Breedon, Topps Tiles, Forterra, Eurocell, Luceco, SIG, Marshalls, Headlam Group and Watkins Jones. Safestyle and Tyman delisted during the performance period and were therefore removed from the group. 3. The ESG targets and actuals exclude Fantech to ensure a like-for-like comparison. #### Directors’ Remuneration Report continued 116 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Directors’ Remuneration Report continued Share awards granted during the year (audited) Long-term Incentive Plan (LTIP) 2024/25 awards On 16 October 2024 the Committee made awards under the LTIP in accordance with the Policy. The LTIP awards were made in the form of nil-cost options which will vest following the Committee’s determination of the extent to which performance conditions, measured over three financial years to 31 July 2027, have been met. If ROIC in the final year of the performance period is lower than 18%, the Committee will have the ability to reduce the level of LTIP vesting. Awards to the Executive Directors are subject to a two-year holding period post vesting. Performance measure 3 Weighting (% of total award) Below threshold (0% vesting) Threshold (25% vesting) 1 Maximum (100% vesting) 1 EPS growth 60% Below 6% p.a. 6% p.a. 12% p.a. TSR vs Direct Peer Group Index 2 20% Below median Median Upper quartile ESG (Low-carbon sales as a % of total revenue) 4 10% Below 66.4% 66.4% 69% ESG (Carbon intensity) 4 10% More than 11.7m tonnes of CO 2 for every £1m of revenue 11.7m tonnes of CO 2 for every £1m of revenue 11.0m tonnes of CO 2 for every £1m of revenue Notes 1. Awards will vest on a straight line basis between these points. 2. Direct Peer Group Index is comprised of 16 companies: Ariston, Belimo, Breedon Group, Epwin Group, Eurocell, Forterra, Genuit Group, Ibstock, Lindab, Luceco, Marshalls, Norcros, SIG, SystemAir, Tyman and Zehnder. 3 The targets set out above were disclosed on our website once they were approved by the Committee following the completion of our acquisition of Fantech. Later in the year there was a review into how the low-carbon sales metric was measured and the targets were subsequently increased to those set out in the table. 4 As anticipated, the Fantech acquisition had a material impact on the ESG targets. The Group’s low carbon revenue percentage is diluted by the acquisition of Fantech, which has a lower percentage of low carbon revenues given Australasia market dynamics. However, both management and the Committee were of the view that it was appropriate to set a target including Fantech to ensure that there is a focus on making improvements there as well as the rest of the Group. Had Fantech been excluded, the targets would have been set at higher levels than the FY24 LTIP grant. The carbon intensity targets are based on our SBTi approved targets, which are externally validated targets. In addition to the performance conditions set out above, for awards to vest, the Committee must be satisfied with the overall financial performance of the Company over the performance period. The LTIP awards made on 16 October 2024 were as follows: Executive Director Number of shares Base price Face value 1 Face value % of base salary Release date 2 Expiry date Ronnie George 143,046 £6.0817 £869,958 150% 16 October 2029 17 October 2034 Andy O’Brien 81,618 £6.0817 £496,373 125% 16 October 2029 17 October 2034 Notes 1. The price used to calculate the number of LTIP awards was the average of the mid-market closing price of a Volution Group plc share on the three consecutive business days immediately preceding the date of grant. 2. The LTIP awards were granted with a three-year performance period and an additional two-year holding period. 2023/24 awards As set out in the FY24 Annual Report, our actual FY23 carbon intensity was re-stated upwards from 11.1m to 12.3m (+1.2m) due to upward revisions to official country specific electricity emissions factors and capturing of additional vehicles in our UK CO 2 measurement. Given the baseline has been restated, the Committee has determined to amend the FY24 LTIP targets to reflect this by increasing the threshold and maximum by an equivalent amount (+1.2m), moving threshold to 10.1m and maximum to 9.3m. The Committee has only adjusted for the change in methodology which ensures that participants are not better or worse off and that the targets remain as as stretching as when they were first approved. Based on our recently approved SBTi targets, this measure is still currently projected to lapse in full. In the case of future changes to the underlying methodology for in-flight LTIP awards the Committee will be minded to make similar adjustments to ensure that participants are not materially better or worse-off due to the methodology change. There other measures and targets remain as disclosed at the time. Deferred Share Bonus Plan (DSBP) 2024/25 awards As set out in the Policy, under which the 2024/25 annual bonus was awarded, one-third of any bonus payment earned by the Executive Directors will be deferred into awards in the form of conditional awards over the Company’s shares. 117 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() On 16 October 2024, Ronnie George and Andy O’Brien received an award of shares under the DSBP relating to the 2023/24 annual bonus, as follows: Executive Director Number of shares Base price Face value 1 Release date Ronnie George 38,024 £6,0817 £231,249 16 October 2027 Andy O’Brien 26,034 £6,0817 £158,330 16 October 2027 Note 1. The price used to calculate the number of DSBP awards was the average of the mid-market closing price of a Volution Group plc share on the three consecutive business days immediately preceding the date of grant. Equity incentives (audited) Details of the awards granted, outstanding and vested during the year to the Executive Directors under the LTIP and DSBP are as follows: Name/plan Date of award Number of share awards at 31 July 2025 Shares awarded during the year Shares lapsed during the year 3 Shares vested during the year Number of share awards at 31 July 2025 Face value at date of grant £ 1 Vesting date 2 Expiry date Ronnie George LTIP 2021/22 13/10/2021 141,310 – – 118,546 – – 13/10/2024 14/10/2031 LTIP 2022/23 12/10/2022 229,582 – – – 229,582 708,903 12/10/2025 13/10/2032 LTIP 2023/24 11/10/2023 226,571 – – – 226,571 832,490 11/10/2026 12/10/2033 LTIP 2024/25 16/10/2024 – 143,046 – – 143,046 869,958 16/10/2027 17/10/2034 DSBP 2021/22 13/10/2021 37,383 – – 39,444 – – 13/10/2024 N/A DSBP 2022/23 12/10/2022 39,168 – – – 39,168 120,943 12/10/2025 N/A DSBP 2023/24 11/10/2023 37,723 – – – 37,723 138,606 11/10/2026 N/A DSBP 2024/25 16/10/2024 – 38,024 – – 38,024 231,249 16/10/2027 N/A AndyO’Brien LTIP 2021/22 13/10/2021 82,405 – – 69,128 – – 13/10/2024 14/10/2031 LTIP 2022/23 12/10/2022 133,881 – – – 133,881 413,402 12/10/2025 13/10/2032 LTIP 2023/24 11/10/2023 129,275 – – – 129,275 474,999 11/10/2026 12/10/2033 LTIP 2024/25 16/10/2024 – 81,618 – – 81,618 496,373 16/10/2027 17/10/2034 DSBP 2021/22 13/10/2021 26,160 – – 27,602 – – 13/10/2024 N/A DSBP 2022/23 12/10/2022 27,409 – – – 27,409 84,634 12/10/2025 N/A DSBP 2023/24 11/10/2023 26,398 – – – 26,398 96,995 11/10/2026 N/A DSBP 2024/25 16/10/2024 – 26,034 – – 26,034 158,330 16/10/2027 N/A Notes 1. The price used to calculate the number of LTIP and DSBP awards was the average of the mid-market closing price of a Volution Group plc share on the three consecutive business days immediately preceding the date of grant, being £4.67 for the LTIP 2021/22 and DSBP 2021/22, £3.0878 for the LTIP 2022/23 and DSBP 2022/23, £3.6743 for the LTIP 2023/24 and DSBP 2023/24 and £6.0817 for the LTIP 2024/25 and DSBP 2024/25. 2. LTIP awards granted from 2016/17 were granted with a three-year performance period and an additional two-year holding period. 3. Shares vested during the year includes dividend equivalents over the performance period, in line with market practice. #### Directors’ Remuneration Report continued 118 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() EmployeeBenefitTrust The Volution Employee Benefit Trust (EBT) currently holds 2,002,224 shares in the Company. It is the Company’s intention to use shares currently held in the EBT to satisfy all awards made so far under the Long Term Incentive Plan, Deferred Share Bonus Plan and Sharesave Plan. Dividends arising on the shares held in the EBT are waived on the recommendation of the Company. Funding of future awards under the share incentive plans It is the Company’s current intention to satisfy any future requirements of its share incentive plans in a method best suited to the interests of the Company, either by acquiring shares in the market, utilising shares held as treasury shares or issuing new shares. Where the awards are satisfied by newly issued shares or treasury shares, the Company will comply with the dilution limits as set out in the relevant plan rules. StatementofDirectors’shareholdingsandshareinterests(audited) We believe that Executive Directors should have shareholdings in the Company to ensure that they are as closely aligned as possible with shareholder interests. As such, during the year the Company had share ownership guidelines in place which stated that Executive Directors were expected to achieve and retain a holding of the Company’s shares equal to 200% of their base salary. It should be noted, as shown below, that Ronnie George and Andy O’Brien have a shareholding in excess of 200% of base salary including DSBP awards and LTIP awards that are not subject to further performance net of tax. A formal post-employment shareholding guideline is also in place requiring Executive Directors to hold a shareholding equal to their in-employment shareholding, or their actual shareholding on leaving if lower, for two years after departure. This post-employment shareholding requirement applies to shares acquired from incentive plans from DSBP and LTIP awards granted after 1 August 2020. The Chair and the Non-Executive Directors are also encouraged to hold shares in the Company in order to align their interests with those of shareholders. Directors’ interests in ordinary shares held as at 31 July 2025 (together with the interests held by Persons Closely Associated with them) are set out below. There were no changes in the Directors’ shareholdings between 31 July 2025 and the date of this report. Name/plan Shares held beneficially at 31 July 2024 1 Sharesheldbeneficially at 31 July 2025 Shareholding at 31 July 2025 (% of salary) 4 Target shareholding achieved 2 LTIP awards (unvested awards subject to performance) 3 LTIP awards vested but not exercised DSBP awards (unvested awards, not subject to performance) Chair Nigel Lingwood 19,785 19,785 N/A N/A – – – Executive Directors Ronnie George 5 3,089,113 828,557 1,457% Yes 599,199 709,203 114,915 Andy O’Brien 37,886 166,131 723% Yes 344,774 413,572 79,841 Non-Executive Directors Amanda Mellor – – N/A N/A – – – Claire Tiney 2,869 2,869 N/A N/A – – – Jonathan Davis 5,000 5,000 N/A N/A – – – Celia Baxter – – N/A N/A – – – Emmanuelle Dubu – – N/A N/A – – – Notes 1. Includes any shares held by Persons Closely Associated. 2. The target shareholding achieved has been calculated based on shares held beneficially as at 31 July 2025 using the share price on that date of £6.70 per share. 3. LTIP awards in this column consist of all awards granted as at the date of this Report which are structured as nil-cost options. All awards are subject to performance conditions, with performance measured over three financial years. 4. Includes DSBP awards and LTIP awards that are not subject to further performance on a net of tax basis. 5. During the year Ronnie George and Lynsey George sold a total of 2.3m ordinary shares as part of an aim at achieving greater portfolio diversification. Lynsey George is the wife of, and therefore a person closely associated with, Ronnie George. PaymentstopastDirectorsandpaymentsforlossofoffice(audited) There were no payments to past Directors or payments for loss of office in the year. #### Directors’ Remuneration Report continued 119 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Directors’ Remuneration Report continued PerformancegraphandChiefExecutiveOfficerremunerationtable The chart below compares the total shareholder return performance of the Company against the performance of the FTSE 250 (excluding investment trusts), of which Volution has been a constituent since May 2021. 50 100 150 200 250 300 350 400 450 500 550 Volution Group plc Total shareholder return (rebased) July 2015 July 2016 July 2017 July 2018 July 2019 July 2020 July 2021 July 2022 July 2023 July 2024 July 2025 FTSE 250 index (excl. Investment Trusts) The table below summarises the Chief Executive Officer’s single figure for total remuneration, annual bonus payments and LTIP vesting levels as a percentage of maximum opportunity. 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Chief Executive Officer’s single total figure of remuneration (£000) 638 1,191 909 910 757 2,535 2,227 2,250 2,031 2,682 Annual bonus pay-out (as a % of maximum opportunity) 64% 87.8% 44.3% 44.7% 0% 100% 66% 70% 100% 100% LTIP vesting (as a % of maximum opportunity) N/A 72.1% 61.7% 40.5% 25% 89% 100% 100% 79.5% 87.9% 120 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() Percentage change in remuneration of the Board of Directors compared to employees The table below sets out the percentage change in salary, taxable benefits and annual bonus set out in the single figure of remuneration tables on page 115 paid to each Director in respect of the year ended 31 July 2024 and the year ended 31 July 2025, compared to that of the average change for employees. Average % change 2024 to 2025 Average % change 2023 to 2024 Average % change 2022 to 2023 Average % change 2021 to 2022 Average % change 2020 to 2021 Element of pay Salary/ fees Taxable benefit 2 Annual bonus Salary/ fees Taxable benefit 2 Annual bonus Salary/ fees Taxable benefit 2 Annual bonus Salary/ fees Taxable benefit 2 Annual bonus Salary/ fees Taxable benefit 2 Annual bonus Executive Directors Ronnie George 4.5% 2.9% 4.5% 17.1% -% 66.8% 7.5% 41.7% 14.6% 5.0% 9.1% (30.6)% 6.0% 0% 100% Andy O’Brien 4.5% 3.7% 4.4% 14.8% -% 63.2% 7.5% 58.8% 14.6% 5.0% 13.3% (30.6)% 3.8% 0% 100% Non-Executive Directors Amanda Mellor 3.1% n/a n/a 3.2% n/a n/a 14.5% n/a n/a 14.6% n/a n/a 9.1% n/a n/a Claire Tiney 3 1.5% n/a n/a 3.2% n/a n/a 5.0% n/a n/a 3.4% n/a n/a 26.1% n/a n/a Jonathan Davis 3.1% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a Nigel Lingwood 4 22.0% n/a n/a 124.7% n/a n/a 21.7% n/a n/a 3.4% n/a n/a 383.3% n/a n/a Employee average 1 6.5% 24.1% 14.4% 4.6% 10.1% 47.3% 6.4% 19.9% 8.1% 8.1% 15.0% (12.0)% 5.4% 379.7% 100% Notes 1. Average employee pay includes full- and part-time employee data. This figure is calculated in line with the statutory requirements and based on employees of the parent company and excludes the Executive and Non-Executive Directors. Prior-year figures have also been updated to be in line with the statutory requirements. 2. Benefits include car allowance, health cover and life assurance but exclude employer pension contributions. 3. Margaret Amos was not a Director at the year end and has not been included in the table. Celia Baxter and Emmanuelle Dubu were appointed to the Board on 5 March 2025. Claire Tiney stepped down from her role as Remuneration Committee Chair on 9 July 2025 and was succeeded by Celia Baxter on 10 July 2025. There are therefore no full year comparisons available for these Board members. 4. As set out in the Directors’ Remuneration Report last year, the Chair’s annual fee was increased for FY25 taking into account of the facts that there had been no material increases to the fee since IPO; the Group has become significantly larger, more complex, and more international; and the responsibilities and time commitments of the role have materially increased. ChiefExecutiveOfficerpayratio The table below sets out the ratio at the 25th, median and 75th percentile of the total remuneration received by the Chief Executive Officer (using the amount set out in the single total figure table shown in this Report on page 115), compared to the total remuneration received by our UK employees for whom total remuneration has been calculated on the same basis. For the financial year ended 31 July 2025, Volution delivered strong revenue and profit growth and the CEO’s single figure total is heavily influenced by incentive outturns and share price appreciation over the three-year performance period. These factors all contributed to the CEO pay ratio shown below. CEO pay ratio 31 July 2025 31 July 2024 31 July 2023 31 July 2022 31 July 2021 31 July 2020 Method Option A Option A Option A Option A Option A Option A 75th percentile pay ratio 76:1 44:1 46:1 70:1 75:1 18:1 Median pay ratio 93:1 78:1 86:1 99:1 104:1 27:1 25th percentile pay ratio 107:1 83:1 98:1 109:1 123:1 34:1 #### Directors’ Remuneration Report continued 121 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Directors’ Remuneration Report continued The salary and total pay for the individuals identified at the 25th percentile, median and 75th percentile as at 31 July 2025 are set out below: Employees 25th percentile Median 75th percentile Salary £25,137 £ 27,936 £35,121 Total pay and benefits £25,137 £28,739 £35,121 The employees used for the purposes of the table above were identified as based in the UK as at 31 July 2025. Option A was chosen as it is considered to be the most accurate way of identifying the relevant employees required by The Companies (Miscellaneous Reporting) Regulations 2018. Employees have been included on a FTE basis where appropriate. No other adjustments were necessary and no elements of employee remuneration have been excluded from the pay ratio calculation. The Board has confirmed that the ratio is consistent with the Company’s wider policies on employee pay, reward and progression. Relative importance of the spend on pay The following table shows the total expenditure on pay for all of the Company’s employees compared to distributions to shareholders by way of dividend and share buyback. In order to provide context for these figures, adjusted operating profit is also shown. Employees 2025 £m 2024 £m % change Employee remuneration costs 101.7 81.5 24.9 Distributions to shareholders 19.0 16.4 15.8 Adjusted operating profit 93.4 78.0 19.7 #### StatementofimplementationofRemunerationPolicyforthefinancialyearending31July2026 Executive Director base salaries As set out in the Committee Chair’s letter, the Committee determined that an increase in base salary of 3.5% would be awarded to the Chief Executive Officer and the Chief Financial Officer. The increase took effect from 1 August 2025, increasing the base salary of the Chief Executive Officer to £600,000 per annum and the Chief Financial Officer to £411,000 per annum. Further details regarding the Committee discussions are set out in the Committee Chair’s letter on pages 111 and 112. Pensioncontributionandotherbenefits In line with the Policy, both the CEO and the CFO will continue to receive a pension of 5.5% of salary, aligned with the pension rates available to the wider UK workforce. Other benefits received comprise an annual car allowance paid in cash, life assurance equivalent to four times annual salary and private medical insurance. Annual Bonus Plan The maximum annual bonus opportunity for both the CEO and CFO will be 150% of salary, further detail of which is set out in the Remuneration Committee Chair’s statement. One-third of the total bonus payable will be deferred into shares for three years. The performance measures applicable to the Annual Bonus Plan will remain unchanged and the Committee continues its policy of setting stretching annual bonus targets which take into account a number of internal and external factors. The weightings will be: adjusted EPS (52%); adjusted operating profit (36%); and working capital management (12%). The Committee reviewed the measures and weightings during the year and determined that the current measures remain aligned to our strategy and shareholder interests. The Committee considers it appropriate to retain EPS in the annual bonus as it provides a key measure of shareholder value and has ensured a strong pay for performance link and shareholder alignment to date. Retaining EPS in the annual bonus focuses management on EPS performance year-on-year, whilst retaining EPS in the LTIP provides a long-term focus on EPS performance, with growth measured over the performance period on a stretching, compound basis. The Committee will keep this under review in future years. The targets set for the year ending 31 July 2026 will be disclosed in the next Annual Report on Remuneration, unless they remain commercially sensitive. 122 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() Long Term Incentive Plan (LTIP) During 2025/26, the Committee intends to grant LTIP awards with a maximum opportunity of 175% of salary and 150% of salary for the CEO and CFO, respectively, further detail of which is set out in the Remuneration Committee Chair’s statement. The Committee will continue its policy of setting stretching LTIP targets which take into account a number of internal and external factors. Volution is committed to its purpose of providing “healthy air, sustainably” and to the importance of environmental, social and governance (ESG) measures in meeting its purpose and ESG measures are once again included. The measures will be: earnings per share (60%); total shareholder return (20%); and ESG targets (20%). As set out in the Remuneration Committee Chair’s letter, for this award onwards Relative TSR will be measured against the FTSE 250 (excluding financial services and investment trusts). The ESG targets reflect the acquisition of Fantech which has diluted the low-carbon revenue percentage given Australasia market dynamics. The ROIC underpin at 18% will continue to be considered in determining the outturn. A two-year holding period will apply to the Executive Directors following the end of the three-year performance period. Measure Threshold (25% vesting) Maximum (100% vesting) EPS growth (60% weighting) 6% p.a. 12% p.a. Relative TSR (20% weighting) Median Upper quartile ESG (20% weighting) Low-carbon sales as a % of total revenue (10%) 70.1% 72.7% Carbon intensity (10%) 11.2m tonnes of CO 2 for every £1m of revenue 10.6m tonnes of CO 2 for every £1m of revenue Non-Executive Director fees Fees of Non-Executive Directors are determined by the Board in their absence. The fees of the Chair (whose fees are determined by the Committee in his absence) were reviewed during the year and will be increased to £210,000 for the year ending 31 July 2026. The base fee for the Non-Executive Directors was increased by 5.2% for the year ending 31 July 2026. The fees with effect from 1 August 2025 are summarised in the table below. From 1 August 2025 From 1 August 2024 Chair fee covering all Board duties £210,000 £200,000 Non-Executive Director basic fee £60,000 £57,054 Supplementary fees to Non-Executive Directors covering additional Board duties: – Senior Independent Director £10,000 £10,000 – Audit Committee Chair £10,000 £10,000 – Remuneration Committee Chair £10,000 £10,000 #### Directors’ Remuneration Report continued 123 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() Statement on shareholder voting The Company is committed to ongoing shareholder dialogue and takes an active interest in voting outcomes in respect of the approval of the Directors’ Remuneration Report and the Remuneration Policy. In the event of a substantial vote against a resolution in relation to Directors’ remuneration, the Company would seek to understand the reasons for any such vote and would set out in the following Annual Report and Accounts any actions in response to it. The following table sets out the voting by shareholders at the AGM in December 2024 in respect of our Annual Report on Remuneration and at the AGM in 2023 in respect of our current Remuneration Policy. Resolution Votes cast for % of votes cast Votes cast against % of votes cast Votes withheld Remuneration Policy (AGM 2023) 169,991,789 97.73% 3,948,373 2.27% 140,197 Remuneration Report (AGM 2024) 167,296,534 97.09% 5,008,420 2.91% 2,928 Approval This Directors’ Remuneration Report was approved by the Board of Directors on 8 October 2025 and signed on its behalf by the Chair of the Remuneration Committee. Celia Baxter Chair of the Remuneration Committee 8 October 2025 #### Directors’ Remuneration Report continued 124 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Directors’ Report #### Introduction The Directors present their Annual Report and theauditedfinancialstatementsoftheCompany fortheyearended31July2025. This Directors’ Report includes additional informationrequiredtobedisclosedunderthe CompaniesAct2006,the2018UKCorporate GovernanceCode(the2018Code,whichis publiclyavailableatwww.frc.org.uk),the Disclosure,GuidanceandTransparencyRules (DTRs)andtheUKListingRules(UKLR) oftheFinancialConductAuthority. Certaininformationrequiredtobeincludedinthe Directors’Reportisincludedinothersectionsofthis AnnualReportasfollows,whichisincorporatedby referenceintothisDirectors’Report: • theStrategicReportonpages1to80; • theGovernanceReportonpages81to128; • informationrelatingtofinancialinstruments,as setoutinnote22totheconsolidatedfinancial statements;and • relatedpartytransactionsassetoutinnote28 totheconsolidatedfinancialstatements. This Directors’ Report also represents the ManagementReportforthepurposeof compliancewiththeDTRs. #### Corporate structure VolutionGroupplcisapubliccompanylimited byshares,incorporatedinEnglandandWales. Itssharesaretradedwithinthesinglelisting categoryforequitysharesincommercial companies(ESCC)oftheLondonStock Exchange(LSE:FAN). #### Results and dividend TheGroup’sresultsfortheyearareshowninthe statementofcomprehensiveincomeonpage136. Aninterimdividendof3.4pencepersharewas paidtoshareholderson6May2025andthe Directorsarerecommendingafinaldividendin respectofthefinancialyearended31July2025 of7.4pencepershare.Ifapproved,thefinal dividendwillbepaidon16December2025to shareholdersontheregisteron21November 2025.Thetotaldividendpaidandproposedfor theyearamountsto10.8pencepershare. #### Share capital and related matters TheCompanyhasonlyoneclassofshareand therightsattachedtoeachshareareidentical. Detailsoftherightsandobligationsattachingto thesharesaresetoutintheCompany’sArticles ofAssociationwhichareavailablefromthe CompanySecretary.TheCompanymayrefuse toregisteranytransferofanysharewhichisnot afullypaidshare.Atageneralmeetingofthe Company,everymemberhasonevoteonashow ofhandsandonapollonevoteforeachshare held.Detailsofthevotingprocedure,including deadlinesforexercisingvotingrights,aresetout intheNoticeofAnnualGeneralMeeting2025. Asat31July2025theissuedsharecapitalofthe Companywas200,000,000ordinarysharesof 1penceeach.Detailsofthesharecapitalasat 31July2025areshowninnote24tothe consolidatedfinancialstatements. #### Powers of the Directors TheDirectorsmayexerciseallthepowersofthe Companyincluding,subjecttoobtainingthe requiredauthorityfromtheshareholdersin generalmeeting,thepowertoauthorisethe issueofnewsharesandthepurchaseofthe Company’sshares.Duringthefinancialyear ended31July2025,theDirectorsdidnotexercise anyofthepowerstoissueorpurchasesharesin theCompany. Restrictions on transfer and #### voting rights Therearenogeneralrestrictionsonthetransfer ofordinarysharesintheCompanyotherthanin relationtocertainrestrictionsthatareimposed fromtimetotimebylawsandregulations(for exampleinsidertradinglaws).Pursuanttothe MarketAbuseRegulation,Directorsandcertain officersandemployeesoftheGrouprequirethe approvaloftheCompanytodealintheordinary sharesoftheCompany. Eachordinaryshareinthecapitalofthe Companyranksequallyinallrespects.No shareholderholdssharescarryingspecial rightsrelatingtothecontroloftheCompany. TheCompanyhasinplacecertainshareincentive plans.AwardsundertheCompany’sLongTerm IncentivePlanandDeferredShareBonusPlanare normallymadeonanannualbasisanddetailscan befoundintheDirectors’RemunerationReport onpages111to124.Aninvitationunderthe Company’sall-employeeSharesaveScheme,a threeyearscheme,waslaunchedinApril2025 withastartdateof1July2025. TheCompanyalsohasanEmployeeBenefitTrust (EBT)inwhichtoholdordinarysharestosatisfy awardsundertheshareincentiveplans.Asat thedateofthisreport,therewere2,002,224 ordinarysharesheldintheEBT.Thetrusteeofthe EBThasthepowertoexercisetherightsand powersincidentalto,andtoactinrelationto, theordinarysharessubjecttotheEBTinsuch mannerasthetrusteeinitsabsolutediscretion thinksfit. ThetrusteeoftheEBThaswaivedtherightto receivedividendsonanyordinarysharesheld, exceptforanominalamountof1pence,other thanforthoseordinarysharesheldintheEBT whicharethebeneficialpropertyofanemployee orshareholder.ForfurtherdetailsontheEBT pleaseseenote24totheconsolidatedfinancial statements.Thetrusteedoesnotvoteordinary sharesheldintheEBT,exceptforthoseordinary shareswhicharethebeneficialpropertyofan employeeorshareholder,whichthetrusteewill voteinaccordancewiththeinstructionsreceived fromthebeneficialowner. #### Substantial shareholdings TheCompanyhadbeennotified,inaccordance withtheDTRs,ofthefollowinginterests representing3%ormoreofthevotingrights intheissuedsharecapitaloftheCompany: %oftotalissued share capital Majorshareholder 31 July 2025 Dateofthis Report BaillieGifford&Co 4.99 4.99 Abrdnplc 5.15 5.15 AegonLimited 4.99 4.99 TheCapitalGroup Companies,Inc. 5.08 5.08 BlackRock,Inc 5.00 5.00 ODINForvaltningAS 4.43 4.43 NorgesBank 3.00 – Thisinformationwascorrectatthedateof notification.Itshouldbenotedthatthese holdingsmayhavechangedsincetheywere notifiedtotheCompany.However,notification ofanychangeisnotrequireduntilthenext applicablethresholdiscrossed. 125 Volution Group plcAnnualReport2025 Strategic report Governance report Financial statements Additional information ![]() #### Directors’ Report continued #### Directors TheDirectorsoftheCompanyduringtheyear andatthedateofthisReport,andtheir biographies,aresetoutonpages86to87.Their interestsintheordinarysharesoftheCompany areshownintheDirectors’RemunerationReport onpage119. #### Appointment and removal of Directors Directorsmaybeappointedbyordinary resolutionoftheCompanyorbytheBoard. AllDirectorscontinuinginservicewillstandfor electionorre-electiononanannualbasis,inline withtherecommendationsofthe2018Code. Inadditiontoanypowersofremovalconferred bytheCompaniesAct2006,theCompany maybyspecialresolutionremoveanyDirector beforetheexpirationofhisperiodofoffice. #### Employees Volutioniscommittedtosustainable development(meetingtheneedsofthepresent withoutcompromisingtheabilityoffuture generationstomeettheirownneeds)aswell asencouragingequality,diversityandinclusion amongstourworkforce,andeliminatingunlawful discrimination. Applicationsforemploymentbydisabledpersons arealwaysfullyconsidered,bearinginmindthe aptitudesoftheapplicantconcerned.Inthe eventofamemberofstaffbecomingdisabled, everyeffortismadetoensurethattheir employmentwiththeGroupcontinuesandthat appropriatetrainingisarranged.Itisthepolicyof theGroupthatthetraining,careerdevelopment andpromotionofadisabledmemberofstaff should,asfaraspossible,beidenticaltothatof otheremployees. AResponsibleOperationsPolicycovering diversityandinclusioncanbefoundonthe Volutionwebsite. #### Directors’ indemnities and insurance TheArticlesofAssociationoftheCompany permitittoindemnifytheDirectorsofthe Companyagainstliabilitiesarisingfromorin connectionwiththeexecutionoftheirduties orpowerstotheextentpermittedbylaw. TheCompanyhasdirectors’andofficers’ indemnityinsuranceinplaceinrespectofeach oftheDirectors.TheCompanyhasenteredinto aqualifyingthirdpartyindemnity(thetermsof whichareinaccordancewiththeCompanies Act2006)witheachoftheDirectors,allof whichwereinplaceduringtheyearandatthe dateofthefinancialstatements.Neitherthe indemnitynorinsuranceprovidescoverinthe eventthataDirectororofficerisprovedtohave actedfraudulently. #### Transactions with related parties Detailsofthetransactionsenteredintobythe Companywithpartieswhoarerelatedtoit aresetoutinnote28totheconsolidated financialstatements. #### Change of control Thereisonesignificantagreementtowhichthe Companyisapartythatisaffectedbyachange ofcontrolasfollows: • TheFacilitiesAgreementdescribedmorefully innote22containsprovisionstoenterinto negotiationswiththelenderstocontinuewith thefacilitiessetoutintheagreementupon notificationthattherewillbeachangeof control.FurtherdetailsoftheGroup’sbanking facilitiesareshowninnote22tothe consolidatedfinancialstatements. TheprovisionsoftheCompany’sshareincentive plansmaycauseoptionsandawardsgrantedto employeesundersuchplanstovestontakeover. TheCompanydoesnothaveagreementswith anyDirectorthatwouldprovidecompensation forlossofofficeoremploymentresultingfrom achangeofcontrol. #### Amendments to the Company’s #### Articles of Association TheCompanymayalteritsArticlesofAssociation byspecialresolutionpassedatageneralmeeting ofshareholders. #### Political donations TheGrouphasnotmadeinthepast,nordoesit intendtomakeinthefuture,anypoliticaldonations. #### Post-balance sheet events Therehavebeennoeventsafterthereporting periodrequiringdisclosure. #### Going concern TheCompany’sstatementongoingconcern canbefoundonpage47. #### Viability Statement TheBoardassessedtheprospectsofthe Groupoverathree-yearperiodandthe ViabilityStatementissetoutonpage46. #### Shareholder Consultation – #### Dis-application of Pre-emption Rights Inits2024AnnualGeneralMeetingresults announcement,releasedon11December2024, theCompanynotedthatResolution15,inrelation totheadditionaldis-applicationofpre-emption rights,receivedjustover20%ofvotesagainst (with79%ofvotescastbeinginfavour).The resolutionwasinlinewiththeStatementof PrinciplespublishedbythePre-emptionGroup inNovember2022andthespecificauthority soughtwouldhavebeenlimitedtoissuanceof equityforcashinconnectionwithanacquisition orspecifiedcapitalinvestment.Inlinewiththe requirementsoftheUKCorporateGovernance Code,theCompanyengagedwithshareholders whovotedagainst,tounderstandtheirviewson thisresolutionandanupdatestatementwas publishedontheCompany’swebsiteaccordingly. Viewsexpressedduringtheconsultation includedreservationsconcerningtheincreased levelofcapitalthatcouldberaisedunderthe newauthorityrequested.Incertaincases,the leveloftheauthoritysoughtconflictedwith underlyingshareholders’internalvotingpolicies. TheBoardhasdiscussedtheresultsofthe shareholderconsultationandagreedtoseek toenhancetransparencyandcommunication fortheforthcoming2025NoticeofAnnual GeneralMeeting. #### Annual General Meeting TheAnnualGeneralMeetingoftheCompany willtakeplaceat12.00noononWednesday 10December2025attheofficesofNorton RoseFulbrightLLP,3MoreLondonRiverside, LondonSE12AQ,UnitedKingdom. TheNoticeofAnnualGeneralMeetingandan explanationoftheitemsofnon-routinebusiness aresetoutintheexplanatorycircularthat accompaniesthisAnnualReportandAccounts. #### Auditor and disclosure of information to auditor Each of the Directors in office at the date when this Annual Report and Accounts was approved confirms that: • so far as the Director is aware, there is no relevant audit information of which the Company’s auditor is unaware; and • the Director has taken all the steps that he/she ought to have taken as a Director in order to make himself/herself aware of any relevant audit information and to establish that the Company’s auditor is aware of that information. PwC has expressed its willingness to be re-appointed as auditor of the Company. A resolution to re-appoint PwC as the Company’s independent auditor will be proposed at the forthcoming Annual General Meeting. 126 Volution Group plcAnnualReport2025 Strategic report Governance report Financial statements Additional information ![]() #### Directors’ Report continued Energy and greenhouse gas emissions reporting TheBoardpresentsthisreportinordertomeettheCompany’sobligationunderTheCompanies(Directors’Report)andLimitedLiabilityPartnerships(EnergyandCarbonReport)Regulations2018todisclosethe Group’sworldwideGHGemissionsattributabletohumanactivitymeasuredintonnesofcarbondioxideequivalent.Asstatedinthesustainabilitysection,Volutioniscommittedtoreducingandminimisingits impactontheenvironment.Examplesofactionstakentoincreaseenergyefficiencyaregiventhere.ThecarbonemissionsdatadisclosedinthisReportcoversthesameperiodastheCompany’sfinancialyear. OurenergyandGHGemissionsfor2025werecalculatedusingthemethodologysetoutintheUKGovernment’sEnvironmentalReportingGuidelines2019.ActivitydatahasbeenconvertedintoGHG emissionsusingtheUKGovernment’smostrecentGHGConversionFactorsforCompanyReporting(2024)andusingcountry-specificconversionfactorsforouroverseasbusinessesfromreliablesources includingtheAssociationofIssuingBodies(AIB)andtheAustralianandNewZealandenvironmentministries.ThisisinlinewithstandardindustrypracticeandallowsfaircomparisonwithotherUKbusinesses. Energy use and GHG emissions – Scope 1 and 2 – Group and UK 2025 2024 Group UK Group UK Energyuse–Scope1(kwh) 8,725,207 5,266,111 9,366,373 5,849,122 Energyuse–Scope2(kwh) 10,883,386 6,249,413 10,109,068 6,483,928 Energyuse–Scope1and2(kwh) 19,608,592 11,515,523 19,475,440 12,333,050 GHGemissions–Scope1(CO 2 etonnes) 2,294 1,098 2,120 1,204 GHGemissions–Scope2(CO 2 etonnes) 2,736 1,116 2,317 1,342 GHGemissions–Scope1and2(CO 2 etonnes) 5,030 2,214 4,437 2,547 Intensityratio:CO 2 etonnesper£mrevenue 12.0 N/A 12.8 N/A Forbothenergyandemissionsdata,wehaveincludedallsubsidiarieswithintheGroupmeasure,andhaveincludedallUK-basedsubsidiaryoperationswithinourUKmeasure. OtherinformationthatisrelevanttothereportingofGHGemissions,includingdetaileddescriptionsofmethodologyandenergyefficiencyactions,andwhichisincorporatedbyreferenceintothisReport,can belocatedonpages178to190. ByorderoftheBoard Fiona Smith CompanySecretary 8October2025 Volution Group plc Registeredoffice:FlemingWay,Crawley,WestSussexRH109YX Companynumber:09041571 127 Volution Group plcAnnualReport2025 Strategic report Governance report Financial statements Additional information ![]() #### Directors’ Responsibilities Statement TheDirectorsareresponsibleforpreparingthe AnnualReportandthefinancialstatementsin accordancewithapplicablelawandregulation. CompanylawrequirestheDirectorstoprepare financialstatementsforeachfinancialyear.Under thatlawtheDirectorshavepreparedthegroup andtheparentcompanyfinancialstatements inaccordancewithUK-adoptedinternational accountingstandards. Undercompanylaw,Directorsmustnotapprove thefinancialstatementsunlesstheyaresatisfied thattheygiveatrueandfairviewofthestate ofaffairsofthegroupandparentcompanyand oftheprofitorlossofthegroupforthatperiod.In preparingthefinancialstatements,theDirectors arerequiredto: • selectsuitableaccountingpoliciesandthen applythemconsistently; • statewhetherapplicableUK-adopted internationalaccountingstandardshavebeen followed,subjecttoanymaterialdepartures disclosedandexplainedinthefinancial statements; • makejudgementsandaccountingestimates thatarereasonableandprudent;and • preparethefinancialstatementsonthegoing concernbasisunlessitisinappropriateto presumethatthegroupandparentcompany willcontinueinbusiness. TheDirectorsareresponsibleforsafeguardingthe assetsofthegroupandparentcompanyandhence fortakingreasonablestepsforthepreventionand detectionoffraudandotherirregularities. TheDirectorsarealsoresponsibleforkeeping adequateaccountingrecordsthataresufficient toshowandexplainthegroup’sandparent company’stransactionsanddisclosewith reasonableaccuracyatanytimethefinancial positionofthegroupandparentcompanyand enablethemtoensurethatthefinancial statementsandtheDirectors’Remuneration ReportcomplywiththeCompaniesAct2006. TheDirectorsareresponsibleforthe maintenanceandintegrityoftheparent company’swebsite.LegislationintheUnited Kingdomgoverningthepreparationand disseminationoffinancialstatementsmaydiffer fromlegislationinotherjurisdictions. #### Directors’ confirmations The Directors consider that the Annual Report andaccounts,takenasawhole,isfair,balanced andunderstandableandprovidestheinformation necessaryforshareholderstoassessthegroup’s andparentcompany’spositionandperformance, businessmodelandstrategy. Eachofthedirectors,whosenamesand functionsarelistedintheGovernanceReport onpages86and87,confirmthat,tothebest oftheirknowledge: • thegroupandparentcompanyfinancial statements,whichhavebeenpreparedin accordancewithUK-adoptedinternational accountingstandards,giveatrueandfairview oftheassets,liabilitiesandfinancialpositionof thegroupandparentcompany,andofthe profitofthegroup;and • theStrategicReportincludesafairreviewofthe developmentandperformanceofthebusiness andthepositionofthegroupandparent company,togetherwithadescriptionofthe principalrisksanduncertaintiesthatitfaces. InthecaseofeachDirectorinofficeatthedate theDirectors’Reportisapproved: • sofarastheDirectorisaware,thereisnorelevant auditinformationofwhichthegroup’sandparent company’sauditorsareunaware;and • theyhavetakenallthestepsthattheyought tohavetakenasaDirectorinordertomake themselvesawareofanyrelevantaudit informationandtoestablishthatthegroup’s andparentcompany’sauditorsareawareof thatinformation. OnbehalfoftheBoard Ronnie George Andy O’Brien ChiefExecutiveOfficer ChiefFinancialOfficer 8October2025 8October2025 128 Volution Group plcAnnualReport2025 Strategic report Governance report Financial statements Additional information ![]() #### Report on the audit of the financial statements #### Opinion In our opinion, Volution Group plc’s group financial statements and company financial statements (the “financial statements”): • give a true and fair view of the state of the group’s and of the company’s affairs as at 31 July 2025 and of the group’s profit and the group’s and company’s cash flows for the year then ended; • have been properly prepared in accordance with UK-adopted international accounting standards as applied in accordance with the provisions of the Companies Act 2006; and • have been prepared in accordance with the requirements of the Companies Act 2006. We have audited the financial statements, included within the Annual Report, which comprise: the Consolidated and Parent Company Statements of Financial Position as at 31 July 2025; the Consolidated Statement of Comprehensive Income, the Consolidated and the Parent Company Statements of Changes in Equity and the Consolidated and the Parent Company Statements of Cash Flows for the year then ended; and the notes to the financial statements, comprising material accounting policy information and other explanatory information. Our opinion is consistent with our reporting to the Audit Committee. #### Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We remained independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Following the completion of the audit of the year ended 31 July 2024, it was noted that a non-PwC component auditor, whose work had been used for the purpose of the audit of the consolidated financial statements, had provided payroll administration and statutory financial statement preparation services that were routine and mechanical and permissible under the IESBA Code of Ethics and the component auditor’s local rules, but which were impermissible under paragraph 5.40 of the FRC Revised Ethical Standard 2019. Based on the nature and scope of the services provided, our opinion is that the provision of the services did not affect our professional judgments in connection with the audit of the Group’s financial statements for the year ended 31 July 2024 and we remained objective and independent. Other than the matter referred to above, and to the best of our knowledge and belief, we declare that no non-audit services prohibited by the FRC’s Revised Ethical Standard 2019 were provided. Other than those disclosed in Note 8 of the Group financial statements, we have provided no non-audit services to the company or its controlled undertakings in the period under audit. #### Our audit approach Context Volution Group plc is a listed supplier of ventilation products in the residential and commercial sectors, with both public and private new build and refurbishment applications. Their primary markets are the UK, Continental Europe and Australasia with trading activity spread across these regions. The Group’s financial statements are an aggregation of 73 components (including the company and consolidation adjustments which are treated as separate components). Overview Audit scope • Our Group audit included full scope audits of six components, including the company, as well as consolidation adjustments. Taken together, the above procedures included operations covering 71% of revenue, 72% of adjusted profit before tax and 67% of net assets. • We also performed audit procedures over specified balances and transactions across five of the Group’s remaining components, the Fantech business combination and associated fair value adjustments and performed targeted analytical procedures over other financially insignificant components. Key audit matters • Accounting for business combinations, including contingent consideration (group) • Valuation of investments in Group undertakings (parent) Materiality • Overall group materiality: £4.2 million (2024: £3.5 million) based on 5% of adjusted profit before tax. • Overall company materiality: £3.0 million (2024: £2.5 million) based on 1% of net assets. • Performance materiality: £3.2 million (2024: £2.6 million) (group) and £2.3 million (2024: £1.5 million) (company). The scope of our audit As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. Key audit matters Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon, were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. #### Independent auditors’ report to the members of Volution Group Plc 129 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() Key audit matters continued This is not a complete list of all risks identified by our audit. The key audit matters below are consistent with last year. Key audit matter How our audit addressed the key audit matter Accounting for business combinations, including contingent consideration (Group) Accounting for business combinations, including any associated contingent consideration, is an area of management judgement and the estimates and assumptions involved can be subject to high levels of subjectivity and uncertainty. The inputs to the models used to determine the value of acquisition related intangibles recognised are subject to management estimate and small errors could result in material misstatements. Contingent consideration is judgemental since it is dependent on the future performance of the acquired businesses, and therefore is inherently subject to uncertainty and the ability of management to accurately forecast. In the year, the Group acquired the entire share capital of Hawthorns Newco Limited (“Fantech”) for total consideration of £142.3 million, of which £29.6 million was deferred until January 2026. As a result of the acquisition the Group recognised Goodwill of £66.6 million and net fair value adjustments of £48.6 million which relate to acquisition related intangible assets, inventory, leases and deferred tax (note 15). Management have also revalued the outstanding consideration contingently payable on previous acquisitions (“the existing acquisitions”). As a result, a liability of £4.1 million has been recognised. A total charge, including unwinding of discounting, has been recognised in the consolidated income statement of £7.8 million (note 21). As these matters represent the more significant areas of judgement, it is where we applied the most audit effort in respect of the Group and hence why it was identified as a key audit matter. With respect to the acquisition of Fantech, and with the support our component team in Australia who performed procedures under our instruction and supervision: • We reviewed management’s accounting papers which included the key assumptions and judgements used in the accounting for the business combination; • Using valuation specialists, our component team tested and evaluated the appropriateness of the methodology used in valuing acquisition related intangible assets and challenged management on the key assumptions and inputs to the models, obtaining supporting evidence where applicable; • Our component team tested other fair value adjustments made and considered the completeness of such adjustments; • Our component team tested the consideration (initial and deferred) by agreeing details to the signed sale and purchase agreement and validating cash payments to bank statements; and • We reviewed the completeness and accuracy of the related disclosures which included challenging the sufficiency of related sensitivity and key assumption disclosures. With respect to the existing acquisitions: • We have reviewed management’s accounting papers which included the key assumptions and judgements used in the revaluation of contingent consideration; • We recalculated the contingent consideration with reference to the original signed sale and purchase agreements and using latest forecasts. These have been agreed to board approved budgets and assessed for reasonableness; • We challenged the position taken on the valuation of DVS contingent consideration, considering actual performance in the months leading up to and post 31 July 2025 and we found the cash flow forecasts were supported by the recent underlying performance of the business. • We performed an overall assessment of management’s historical forecasting accuracy; • We evaluated the appropriateness of trading and cash flow forecasts used in management’s valuation models and agreed these to board approved budgets; and • We performed sensitivity analysis on key assumptions and obtained supporting evidence to support key judgments made by management. We concluded that the accounting for business combinations and contingent consideration is appropriate and that management’s estimates in respect of business combinations and contingent consideration fall within an acceptable range. Valuation of investments in Group undertakings (parent) The carrying value of Investments in the parent company financial statements is £199.3 million (note 5 to the parent company financial statements). The key judgement is whether the carrying value of the investments are supported by the net asset position and/ or forecast future cash flows of the underlying Group undertakings. As such it was this area where we applied the most audit effort in respect of the audit of the parent company and hence why it was identified as a key audit matter. Audit procedures included, but were not limited to, the following: • We assessed the net assets of the underlying investments to determine whether they were in excess of the carrying value of the parent company’s investment in Group undertakings and confirmed that there were no impairment indicators; • We confirmed that the market capitalisation of the Group as at 31 July 2025 exceeded the carrying value of the investment in Group undertakings; and • We verified that the forecast future cash flows for the Group did not indicate an impairment. We have no issues to report in respect of this work. #### Independent auditors’ report to the members of Volution Group Plc continued 130 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() How we tailored the audit scope We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account the structure of the group and the company, the accounting processes and controls, and the industry in which they operate. The Group operates across three regions; the UK, Continental Europe and Australasia. Its operations and the associated financial information relating to each of these regions are disaggregated through a number of operating and non-operating legal entities which, when aggregated, form the basis for the consolidated financial statements. In total there are 72 components and a further consolidation ‘entity’ which we consider a component for the purposes of our scoping. It is at this component level that, for the purposes of the Group audit, we determined the nature of the work to be performed over the financial information. This was based on our assessment of audit risk and evaluation and allocation of our materiality. In assessing the risk of material misstatement to the Group financial statements, and to ensure we had adequate coverage of material balances in the financial statements, we considered the size of components, the risk profile, organisation structure and the control environment of the Group as well as changes in the business environment and other factors such as the impact of business combinations and recent internal audit reports. We performed full scope audits of six components, including the parent company, as well full scope procedures over the consolidation ‘entity’. These were selected based on their size and risk characteristics. Our full scope procedures covered six components, two within Australia, one in each of Germany and Sweden and two in the UK (including the parent company). These represent the principal components within the Group and ensured work was performed in all three of the Group’s regions. We also performed specified audit procedures on a further five material account balances, completed by the Group and Swedish component teams, in addition to the accounting for the Fantech business combination and associated fair value adjustments, completed by one of our component audit teams. Desktop reviews and targeted analytical procedures were completed on remaining components that were not determined to be inconsequential to the consolidated financial statements. Overall, our work including the specified audit procedures covered 71% of revenue, 72% of adjusted profit before tax and 67% of net assets. In establishing the overall approach to the Group audit, we determined the type of work that needed to be performed by us, as the Group engagement team, or by component auditors operating under our instructions. Where the work was performed by component auditors, we determined the level of involvement we needed to have in the audit work at those components to be able to conclude whether sufficient appropriate audit evidence had been obtained as a basis for our opinion on the Group financial statements as a whole. In addition to instructing and reviewing the reporting from our component audit teams, we conducted file reviews for all components and participated in key meetings with component audit teams and had regular dialogue with component teams throughout the year. We also conducted site visits to those components that were new to the Group in the year to meet with component audit teams and local management teams. The impact of climate risk on our audit As part of our audit we made enquiries of management to understand the process management adopted to assess the extent of the potential impact of climate risk on the Group’s financial statements and support the disclosures made within the “Planet” section of the Annual Report, which includes the Task Force on Climate-related Financial Disclosures. The Group has determined that whilst it considers climate change to be a net opportunity for the Group, the most significant future risks from climate change will be from changing weather patterns that may directly damage production facilities or disrupt supply chains; investors and lenders not allocating sufficient capital to the Group and governments implementing taxes or charges which penalise the Group; and also increasing the input cost of energy, freight and materials. In addition to enquiries with management, we also: • Read additional reporting made by the entity on climate including its Carbon Disclosure Project public submission; and • Challenged and evaluated the completeness of management’s climate risk assessment by; • Evaluating the consistency of the disclosures in relation to climate change (including the disclosures in the Task Force on Climate-related Financial Disclosures (TCFD) section) and ESG Data Section within the Annual Report with the financial statements and our knowledge obtained from our audit; • Challenging the consistency of management’s climate impact assessment with internal climate plans and board minutes, including whether the time horizons management have used take account of all relevant aspects of climate change such as transition risks; and • Reading the entity’s website and communications for details of climate related commitments, impacts and any related inconsistencies. Our procedures did not identify any material impact in the context of our audit of the financial statements as a whole, or our key audit matters as of, and for the year ended 31 July 2025. #### Independent auditors’ report to the members of Volution Group Plc continued 131 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() Materiality The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole. Based on our professional judgement, we determined materiality for the financial statements as a whole as follows: Financial statements – Group Financial statements – company Overall materiality £4.2 million (2024: £3.5 million). £3.0 (2024: £2.5 million). How we determined it 5% of adjusted profit before tax 1% of net assets Rationale for benchmark applied Profit before tax is a generally accepted auditing benchmark for listed engagements as this is typically the primary measure of performance. The Directors also use adjusted profit before tax (adjusted for amortisation on assets acquired through business combinations, the fair value movement on financial liabilities and the cost of business combinations) as one of the primary KPI’s. These line items are adjusted as they do not represent underlying performance of the Group’s core operations, and we believe this adjusted profit before tax is the primary measure used by the other key stakeholders in assessing the performance of the Group. This is also a significant component of adjusted EPS and a key metric for management incentives. We believe that net assets is the primary measure used by the shareholders in assessing the financial position of the holding entity, and is a generally accepted auditing benchmark. For each component in the scope of our group audit, we allocated a materiality that is less than our overall group materiality. The range of materiality allocated across components was between £0.5 million and £3.7 million. Certain components were audited to a local statutory audit materiality that was also less than our overall group materiality. We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example in determining sample sizes. Our performance materiality was 75% (2024: 75%) of overall materiality, amounting to £3.2 million (2024: £2.6 million) for the group financial statements and £2.3 million (2024: £1.9 million) for the company financial statements. In determining the performance materiality, we considered a number of factors - the history of misstatements, risk assessment and aggregation risk and the effectiveness of controls - and concluded that an amount at the upper end of our normal range was appropriate. We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £205,000 (group audit) (2024: £175,000) and £148,000 (parent company audit) (2024: £125,000) as well as misstatements below those amounts that, in our view, warranted reporting for qualitative reasons. #### Conclusions relating to going concern Our evaluation of the directors’ assessment of the group’s and the company’s ability to continue to adopt the going concern basis of accounting included: • We tested the mathematical accuracy of the model and the integrity of the underlying data used by management in developing their going concern assessment and agreed their forecast to the budgets approved by the Board. We concur that the model demonstrated sufficient liquidity and headroom during the going concern forecast period; • We challenged management on the key assumptions used in the model, including agreeing to supporting evidence where appropriate, and assessing whether the sensitivities modelled in the “severe but plausible” scenario were sufficiently severe to model potential future economic downturn and had sufficient liquidity and covenant compliance headroom during the going concern forecast period; • We considered the historical accuracy of management forecasting by comparing budgeted results to actual performance for the last two financial years and found it to be reasonable; • We reviewed the new financing agreement entered into the period and confirmed all key terms had been completely and accurately reflected into managements assessment; • We reviewed the covenants applicable to the Group’s borrowings facility and confirmed that the forecasts including the corresponding downsides supported ongoing compliance with the covenants in the going concern assessment period; • We reviewed the disclosures relating to going concern made by management in the financial statements and found these to be consistent with the assessment prepared by management and the procedures we performed. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group’s and the company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the group’s and the company’s ability to continue as a going concern. In relation to the directors’ reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the directors’ statement in the financial statements about whether the directors considered it appropriate to adopt the going concern basis of accounting. #### Independent auditors’ report to the members of Volution Group Plc continued 132 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() 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 other than the financial statements and our auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based on these responsibilities. With respect to the Strategic report and Directors’ Report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included. Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below. Strategic report and Directors’ Report In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors’ Report for the year ended 31 July 2025 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements. In light of the knowledge and understanding of the group and company and their environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic report and Directors’ Report. Director’s Remuneration In our opinion, the part of the Remuneration Committee Report to be audited has been properly prepared in accordance with the Companies Act 2006. #### Corporate governance statement The Listing Rules require us to review the directors’ statements in relation to going concern, longer-term viability and that part of the corporate governance statement relating to the company’s compliance with the provisions of the UK Corporate Governance Code specified for our review. Our additional responsibilities with respect to the corporate governance statement as other information are described in the Reporting on other information section of this report. Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate governance statement, included within the Strategic report 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 and company was substantially less in scope than an audit and only consisted of making inquiries and considering the directors’ process supporting their statement; checking that the statement is in alignment with the relevant provisions of the UK Corporate Governance Code; and considering whether the statement is consistent with the financial statements and our knowledge and understanding of the group and 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. #### Independent auditors’ report to the members of Volution Group Plc continued 133 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Responsibilities for the financial statements and the audit Responsibilities of the directors for the financial statements As explained more fully in the Directors’ responsibilities statement, 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 (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below. Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws and regulations related to employment laws and health and safety regulations, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as tax regulations, London Stock Exchange Listing Rules and the Companies Act 2006. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to inappropriate manipulation of reported results through posting of fraudulent journals and management bias in accounting estimates. The group engagement team shared this risk assessment with the component auditors so that they could include appropriate audit procedures in response to such risks in their work. Audit procedures performed by the group engagement team and/or component auditors included: • Enquiry with management, internal audit and Audit Committee regarding any litigations or claims from non-compliance with laws and regulation and whether there were any known or suspected instances of fraud; • Review of internal audit reports and board meeting minutes for any instances of known or suspected non-compliance with laws and regulation and fraud; • Reviewing financial statement disclosures against specific legal requirements and relevant legislation; • Review of any employment disputes or litigation to ensure there were no broader non-compliance issues with employment laws and regulations; • Challenging the assumptions and judgements made by management in determining their significant accounting estimates; and • Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations, including significant transactions outside the normal course of business, and evaluating their business rationale. There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek to target particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion about the population from which the sample is selected. A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report. Use of this report This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. #### Independent auditors’ report to the members of Volution Group Plc continued 134 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Other required reporting Companies Act 2006 exception reporting Under the Companies Act 2006 we are required to report to you if, in our opinion: • we have not obtained all the information and explanations we require for our audit; or • adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or • certain disclosures of directors’ remuneration specified by law are not made; or • the company financial statements and the part of the Remuneration Committee Report to be audited are not in agreement with the accounting records and returns; or • a corporate governance statement has not been prepared by the company. We have no exceptions to report arising from this responsibility. Appointment Following the recommendation of the Audit Committee, we were appointed by the members on 13 December 2023 to audit the financial statements for the year ended 31 July 2024 and subsequent financial periods. The period of total uninterrupted engagement is two years, covering the years ended 31 July 2024 to 31 July 2025. #### Other matter The company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules to include these financial statements in an annual financial report prepared under the structured digital format required by DTR 4.1.15R - 4.1.18R and filed on the National Storage Mechanism of the Financial Conduct Authority. This auditors’ report provides no assurance over whether the structured digital format annual financial report has been prepared in accordance with those requirements. Simon Bailey (Senior Statutory Auditor) for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors London 8 October 2025 #### Independent auditors’ report to the members of Volution Group Plc continued 135 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() | | | | | | --- | --- | --- | --- | | | | 2025 | 2024 | | | Notes | £000 | £000 | | Revenue from contracts with customers | 3 | 419, 114 | 347 ,611 | | Cost of sales | | (213, 496) | (169,344) | | Gross profit | | 205, 618 | 1 78, 267 | | Administrative and distribution expenses | | (13 0,567) | (109 ,5 45) | | Operating profit before separately disclosed items | 7 | 75, 051 | 6 8, 722 | | Costs of business combinations | | (3, 138) | (206) | | Fair value movement in contingent consideration | 21 | (4, 7 02) | 1 ,84 5 | | Operating profit | | 6 7, 2 1 1 | 70 ,361 | | Finance income | 5 | 306 | 283 | | Finance costs | 5 | (9 ,4 04) | (6, 605) | | Re-measurement of financial liabilities | 21 | (455) | (87 0) | | Unwinding of discounting on future consideration | 21 | (3, 176) | (6,599) | | Profit before taxation | | 54,482 | 56,5 70 | | Taxation | 9 | (12,9 49) | (13, 773) | | Profit for the year | | 41,533 | 42, 797 | | Other comprehensive loss | | | | | Other comprehensive loss that may be reclassified to profit or loss in subsequent periods: | | | | | Exchange differences arising on translation of foreign operations | | (2,965) | (6, 151) | | Gain on currency loans relating to the net investment in foreign operations | | 3,210 | 1 ,1 24 | | Other comprehensive loss for the year | | 245 | (5 ,0 2 7) | | Total comprehensive income for the year, net of tax | | 41, 778 | 3 7, 7 7 0 | | Earnings per share | | | | | Basic earnings per share | 10 | 21 . 0p | 21. 6p | | Diluted earnings per share | 10 | 2 0 .7p | 21 . 4p | #### Consolidated Statement of Comprehensive Income #### For the year ended 31 July 2025 136 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() | | | | | | --- | --- | --- | --- | | | | 2025 | 2024 | | | Notes | £000 | £000 | | ASSETS | | | | | Non-current assets | | | | | Property, plant and equipment | 11 | 34, 010 | 3 0,1 9 3 | | Right-of-use assets | 20 | 39 , 949 | 24, 894 | | Intangible assets – goodwill | 12 | 235, 785 | 17 1,3 40 | | Intangible assets – others | 14 | 125, 246 | 76 ,902 | | Total non-current assets | | 434,990 | 303, 329 | | Current assets | | | | | Inventories | 16 | 71,294 | 5 3 ,1 1 2 | | Trade and other receivables | 17 | 77 ,390 | 55 ,239 | | Income tax assets | | – | 392 | | Cash and short-term deposits | 18 | 1 8 ,7 8 0 | 1 8, 24 3 | | Total current assets | | 167 ,464 | 1 26,986 | | Total assets | | 602,454 | 430, 315 | | LIABILITIES | | | | | Current liabilities | | | | | Trade and other payables | 19 | (71,739) | (4 6, 653) | | Refund liabilities | 3 | (12,806) | (1 0,847) | | Income tax liabilities | | (2,308) | (3, 940) | | Other financial liabilities | 21 | (31,597) | (2 2,068) | | Interest-bearing loans and borrowings | 22 | (6,396) | (14,363) | | Provisions | 23 | (2, 133) | (1, 450) | | Total current liabilities | | (1 2 6,97 9) | (99 ,321) | | | | | | | --- | --- | --- | --- | | | | 2025 | 2024 | | | Notes | £000 | £000 | | Non-current liabilities | | | | | Interest-bearing loans and borrowings | 22 | (177 , 021) | (71,630) | | Other financial liabilities | 21 | (1, 500) | – | | Provisions | 23 | (730) | (819) | | Deferred tax liabilities | 25 | (26, 236) | (12, 622) | | Total non-current liabilities | | (205 , 487) | (85, 0 71) | | Total liabilities | | (332, 466) | (184,392) | | Net assets | | 269 ,988 | 2 45, 923 | | Equity | | | | | Share capital | 24 | 2, 000 | 2, 000 | | Share premium | 24 | 11,527 | 11,527 | | Treasury shares | | (2,999) | (2, 250) | | Capital reserve | | 93,85 5 | 93 ,85 5 | | Share-based payment reserve | | 6, 436 | 5,4 2 7 | | Foreign currency translation reserve | | (6 , 007) | (6,252) | | Retained earnings | | 165 , 17 6 | 141,616 | | Total equity | | 269 ,988 | 2 45, 923 | The consolidated financial statements of Volution Group plc (registered number: 09041571) on pages 136 to 170 were approved by the Board of Directors and authorised for issue on 8 October 2025. On behalf of the Board Ronnie George Andy O’Brien Chief Executive Officer Chief Financial Officer 8 October 2025 8 October 2025 #### Consolidated Statement of Financial Position At 31 July 2025 137 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | Foreign | | | | | | | | | Share-based | currency | | | | | Share | Share | Treasury | Capital | payment | translation | Retained | Total | | | capital | premium | shares | reserve | reserve | reserve | earnings | equity | | | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | | At 1 August 2023 | 2, 000 | 11,527 | (2,390) | 93,8 5 5 | 5,584 | (1,225) | 116,894 | 226 ,245 | | Profit for the year | – | – | – | – | – | – | 42,79 7 | 42, 797 | | Other comprehensive loss | – | – | – | – | – | (5,0 2 7) | – | (5,0 2 7) | | Total comprehensive income | – | – | – | – | – | (5,0 2 7) | 42,79 7 | 3 7,7 7 0 | | Purchase of own shares | – | – | (2, 732) | – | – | – | – | (2, 732) | | Vesting of share options | – | – | 2 ,87 2 | – | (1, 214) | – | (1 ,6 5 8) | – | | Share-based payment including tax | – | – | – | – | 1,0 57 | – | – | 1 ,0 57 | | Dividends paid (note 26) | – | – | – | – | – | – | (16, 417) | (16, 417) | | At 31 July 2024 | 2, 000 | 11,527 | (2,250) | 93,85 5 | 5 ,4 2 7 | (6,252) | 141,616 | 2 45, 923 | | Profit for the year | – | – | – | – | – | – | 41,53 3 | 41,533 | | Other comprehensive loss | – | – | – | – | – | 245 | – | 24 5 | | Total comprehensive income | – | – | – | – | – | 245 | 41,53 3 | 41, 778 | | Correction to IFRS 16 lease transition\* | – | – | – | – | – | – | 93 2 | 932 | | Purchase of own shares | – | – | (3, 003) | – | – | – | – | (3, 003) | | Vesting of share options | – | – | 2,254 | – | (1, 659) | – | 100 | 695 | | Share-based payment including tax | – | – | – | – | 2 ,6 6 8 | – | – | 2 ,6 6 8 | | Dividends paid (note 26) | – | – | – | – | – | – | (19 , 005) | (19 , 005) | | At 31 July 2025 | 2, 000 | 11,527 | (2,999) | 93,8 5 5 | 6 ,436 | (6, 00 7) | 165, 176 | 269 , 988 | \* The IFRS 16 item above relates to the correction of an immaterial error identified in the value of lease liabilities and corresponding retained earnings adjustment recognised on transition to IFRS 16. #### Consolidated Statement of Changes in Equity #### For the year ended 31 July 2025 138 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() | | | | | | --- | --- | --- | --- | | | | 2025 | 2024 | | | Notes | £000 | £000 | | Operating activities | | | | | Profit for the year after tax | | 41,533 | 42, 797 | | Adjustments to reconcile profit for the year to net | | | | | cash flow from operating activities: | | | | | Income tax | | 12, 949 | 1 3 ,7 7 3 | | Gain on disposal of property, plant and equipment | | | | | and intangible assets – other | | (154) | (184) | | Amo rtisation of acquired inventory fair value adjustment | | 7,048 | – | | Fair value movement in contingent consideration | 21 | 4,702 | (1, 845) | | Re-measurement of financial liabilities | 21 | 455 | 870 | | Unwinding of discounting on future consideration | 21 | 3, 176 | 6 ,599 | | Finance income | 5 | (306) | (283) | | Finance costs | 5 | 9, 4 04 | 6,6 0 5 | | Share-based payment expense | 31 | 2 ,1 5 4 | 1, 20 0 | | Depreciation of property, plant and equipment | 11 | 4 ,6 5 2 | 4, 413 | | Depreciation of right-of-use assets | 20 | 6,0 7 0 | 4 ,7 3 8 | | Amortisation of intangible assets | 14 | 13,5 40 | 11, 129 | | Working capital adjustments net of the effect | | | | | of acquisitions: | | | | | Increase in trade receivables and other assets | | (7 ,06 0) | (2 ,7 7 6) | | Decrease in inventories | | 6, 185 | 5,976 | | Amortisation of acquired inventory fair value adjustment | | (7,048) | – | | Increase/(decrease) in trade and other payables | | 11 ,98 5 | (670) | | Increase in provisions | | 389 | 2 04 | | Cash generated by operations | | 1 0 9 ,6 74 | 92,546 | | UK income tax paid | | (5, 500) | (7, 0 1 9) | | Overseas income tax paid | | (14, 619) | (9, 817) | | Payment of ERI contingent consideration | | (4,580) | – | | Net cash flow generated from operating activities | | 8 4 ,97 5 | 75, 710 | | | | | | | --- | --- | --- | --- | | | | 2025 | 2024 | | | Notes | £000 | £000 | | Investing activities | | | | | Purchase of intangible assets | 14 | (2, 056) | (1,918) | | Purchase of property, plant and equipment | 11 | (6,568) | (5 ,4 6 4) | | Proceeds from disposal of property, plant and equipment | | | | | and intangible assets – other | | 338 | 44 5 | | Business combination of subsidiaries, net of cash acquired | 15 | (107 ,358) | (8, 498) | | Payment of i-Vent contingent consideration | 15 | – | (2,566) | | Payment of ERI deferred consideration | 15 | – | (1 , 8 74) | | Interest received | | 306 | 28 3 | | Net cash flow used in investing activities | | (115, 338) | (19,592) | | Financing activities | | | | | Repayment of interest-bearing loans and borrowings | | (1 0 0,6 8 1) | (56, 734) | | Repayment of VMI debt acquired | | (24 8) | (237) | | Repayment of ClimaRad vendor loan | | (9 , 463) | – | | Consideration paid for ClimaRad non-controlling interest | | (20 ,853) | – | | Proceeds from new borrowings | | 198, 828 | 28,283 | | Issue costs of new borrowings | | (1 ,822) | – | | Interest paid | | (7 ,955) | (5, 321) | | Payment of principal portion of lease liabilities | | (5, 949) | (5, 6 72) | | Dividends paid to equity holders of the parent | 26 | (19 , 005) | (16, 417) | | Purchase of own shares | | (2,308) | (2, 732) | | Net cash flow generated from/(used in) financing | | | | | activities | | 30 ,544 | (58, 830) | | Net increase/(decrease) in cash and cash equivalents | | 181 | (2,712) | | Cash and cash equivalents at the start of the year | | 18,2 43 | 2 1, 24 4 | | Effect of exchange rates on cash and cash equivalents | | 356 | (289) | | Cash and cash equivalents at the end of the year | 18 | 1 8 ,7 8 0 | 1 8, 24 3 | Volution Group plc (the Company) is a public limited company and is incorporated and domiciled in the UK (registered number: 09041571). The share capital of the Company is listed on the London Stock Exchange. The address of its registered office is Fleming Way, Crawley, West Sussex RH10 9YX. #### Consolidated Statement of Cash Flows #### For the year ended 31 July 2025 139 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Notes to the Consolidated Financial Statements #### For the year ended 31 July 2025 1. Accounting policies Basis of preparation The Group’s consolidated financial statements have been prepared in accordance with UK-adopted international accounting standards (UK-adopted IAS) and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards. The consolidated financial statements have been prepared under the historical cost convention, except for business combinations, other financial liabilities, share based payments, and derivative financial instruments measured at fair value, as referred to in the respective accounting policies below. The consolidated financial statements are presented in GBP, being the functional currency of the parent company. All values are rounded to the nearest thousand (£000), except as otherwise indicated. Basis of consolidation The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at 31 July 2025. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. The Group re-assesses whether or not it controls an investee if there are changes to the facts and circumstances indicate that there are changes to one or more of the three elements of control. The financial statements of subsidiaries are prepared for the same reporting periods using consistent accounting policies. All intercompany transactions and balances, including unrealised profits arising from intra-group transactions, have been eliminated on consolidation. Going concern The financial position of the Group, its cash flows and liquidity position are set out in the financial statements. Furthermore, note 27 to the consolidated financial statements includes the Group’s objectives and policies for managing its capital, its financial risk management objectives, details of its financial instruments and its exposure to credit and liquidity risk. The financial statements have been prepared on a going concern basis. In adopting the going concern basis, the Directors have considered external factors, including potential scenarios arising from the political and macroeconomic uncertainty that has arisen post-Covid, the invasion of Ukraine early in 2022, from conflict in the Middle east, and from the Group’s other principal risks set out of page 45. Under a severe but plausible downside scenario, the Group remains comfortably within its debt facilities and the attached financial covenants within the period of assessment to 31 January 2027. The Directors therefore believe, at the time of approving the financial statements, that the Company is well placed to manage its business risks successfully and remains a going concern. The key facts and assumptions in reaching this determination are summarised below. Our financial position remains robust with the new debt facilities of £230 million, and an accordion of a further £70 million, reducing to a £200 million facility in October 2027 and maturing in September 2028. The financial covenants on these facilities are for leverage (net debt/adjusted EBITDA) of not more than 3x and for interest cover (adjusted EBITDA/net finance charges) of not less than 4x. As at 31 July 2025, leverage was 1.2 (31 July 2024: 0.4) and interest cover was 13.6 (31 July 2024: 14.8). Our base case scenario has been prepared using robust forecasts from each of our operating companies, with each considering the risks and opportunities the businesses face. We have then applied a severe but plausible downside scenario, based on a more severe downturn than seen during the financial crisis and Covid pandemic, in order to model the potential concurrent impact of: • a general economic slowdown reducing revenue by 15% compared with forecast, with a corresponding reduction in variable cost base; • supply chain difficulties or input price increases reducing gross profit margin by 10%; and • a 1% interest rate increase impacting cost of debt. A reverse stress test scenario has also been modelled which shows a revenue contraction of c.26% against the base case with no mitigations would be required to breach covenants, which is considered extremely remote in likelihood of occurring. Mitigations available within the control of management include reducing discretionary capex and discretionary indirect costs. Over the short period of our climate change assessment (aligned to our going concern assessment), we have concluded that there is no material adverse impact of climate change and hence have not included any impacts in either our base case or downside scenarios of our going concern assessment. We have not experienced material adverse disruption during periods of adverse or extreme weather in recent years, and we would not expect this to occur to a material level over the period of our going concern assessment. The Directors have concluded that the results of the scenario testing, combined with the significant liquidity profile available under the revolving credit facility, confirm that the Group remains a going concern. Foreign currencies For the purpose of presenting consolidated financial information, the assets and liabilities of the Group’s foreign operations are expressed in GBP using exchange rates prevailing at the end of the reporting period. Income and expenses are translated at the average exchange rate for the period. Exchange differences arising are classified as other comprehensive income and are transferred to the foreign currency translation reserve. All other translation differences are taken to profit and loss with the exception of differences on foreign currency borrowings to the extent that they are used to finance or provide a hedge against Group equity investments in foreign operations, in which case they are taken to other comprehensive income together with the exchange difference on the net investment in these operations. Critical accounting judgements and key sources of estimation uncertainty In the application of the Group’s accounting policies, management is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The key judgement, apart from any involving estimations, that has the most significant effect on the amounts recognised in the financial statements is the identification of the Group’s cash generating units (CGUs) and the grouping of those CGUs for goodwill impairment testing purposes. This judgement could have a significant impact on the carrying value of goodwill and other intangible assets in the financial statements. Hence, the Directors have concluded that this is a key judgement under the scope of paragraph 122 of IAS 1. Further details can be found in note 13 (impairment assessment of goodwill). 140 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() 1. Accounting policies continued Critical accounting judgements and key sources of estimation uncertainty continued Valuation of Fantech acquisition intangibles The material estimates relevant to the current financial year relate to inputs into the valuation of Fantech acquired customer relationships and trademark intangible assets. Reasonably possible changes to key estimates in the valuation of these assets would have a material impact on the carrying value of acquired intangible assets and hence the Directors have concluded that this is a material accounting estimate. Further details can be found in note 15 (business combinations). The Directors have concluded that there are no additional major sources of estimation uncertainty that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year. Other judgements and estimates, which the Directors do not believe to be critical accounting judgements or key sources of estimation uncertainty under the scope of paragraph 122 or 125 of IAS1, but for which additional disclosures have been made in the relevant notes, include estimates and assumptions made related to: impairment assessment of goodwill (note 13), and assumptions relating to future performance of recent acquisitions in the valuation of various contingent financial liabilities (note 21). The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Separately disclosed items The Group discloses some items on the face of the consolidated statement of comprehensive income by virtue of their nature, size or incidence to allow a better understanding of the underlying trading performance of the Group. These separately disclosed items include, but are not limited to, significant restructuring costs and significant business combination and related integration and earn-out costs. Revenue from contracts with customers (note 3) Sale of products Revenue from the sale of products is recognised at the point in time when control of the asset is transferred to the buyer, usually on the delivery of the goods. The Group considers whether there are other promises in the contract that are separate performance obligations to which a portion of the transaction price needs to be allocated (e.g. warranties and volume rebates). In determining the transaction price for the sale of ventilation products, the Group considers the effects of variable consideration (if any). Volume rebates The Group provides retrospective volume rebates to certain customers once the quantity of products purchased during the period exceeds a threshold specified in the contract. Before including any amount of variable consideration in the transaction price, the Group considers whether the amount of variable consideration is constrained. The Group determined that the estimates of variable consideration are not constrained, other than with respect to volume rebates, based on its historical experience, business forecasts and the current economic conditions. In addition, the uncertainty on the variable consideration will be resolved within a short timeframe. At the reporting date, the Directors make estimates of the amount of rebate that will become payable by the Group under these agreements; to estimate the variable consideration for the expected future rebates, the Group applies the expected value method for contracts with more than one volume threshold. Where the respective customer has been engaged with the Group for a number of years, historical settlement trends are also used to assist in ensuring an appropriate estimate is recorded at the reporting date and that appropriate internal approvals and reviews take place before rebates are recorded. The sales rebate provision is recognised within refund liabilities, rather than trade receivables, as a significant proportion of the agreements across the Group do not provide for credit notes to be raised against receivable balances. Rather, cash payment of the rebate amount due is expected. Furthermore, the majority of rebate agreements do not contain a clause which provides a legally enforceable right to offset invoiced amounts. Installation services The Group provides installation services that are bundled together with the sale of equipment to a customer. Contracts for bundled sales of equipment and installation services are comprised of two performance obligations because the promises to transfer equipment and provide installation services are capable of being distinct and separately identifiable. Accordingly, the Group allocates the transaction price based on an estimate of the relative standalone selling prices of the equipment and the residual approach for installation services. The Group recognises revenue from installation services at a point in time after the service has been performed; this is because installation of the ventilation equipment is generally over a small timeframe, usually around one to two days. Contract balances There are no contract assets or liabilities included within the statement of financial position, as invoicing closely aligns with point of revenue recognition. Segmental analysis (note 4) The method of identifying reporting segments is based on internal management reporting information that is regularly reviewed by the Chief Operating Decision-Maker, which is considered to be the Chief Executive Officer of the Group. In identifying its operating segments, management follows the Group’s market sectors. These are UK, Continental Europe (Nordics and Central Europe) and Australasia. The measure of revenue reported to the Chief Operating Decision-Maker to assess performance is total revenue for each operating segment. The measure of profit reported to the Chief Operating Decision-Maker to assess performance is adjusted operating profit (see note 33 for definition) for each operating segment. Gross profit and the analysis below segment profit is additional voluntary information and not ‘segment information’ prepared in accordance with IFRS 8. Finance revenue and costs are not allocated to individual operating segments as the underlying instruments are managed on a Group basis. #### Notes to the Consolidated Financial Statements continued #### For the year ended 31 July 2025 141 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Notes to the Consolidated Financial Statements continued #### For the year ended 31 July 2025 1. Accounting policies continued Segmental analysis (note 4) continued Total assets and liabilities are not disclosed as this information is not provided by operating segment to the Chief Operating Decision-Maker on a regular basis. Finance income and costs (note 5) Net financing costs comprise interest income on funds invested, changes in the fair value of financial instruments and interest expense on borrowings. Interest income and expense is recognised as it accrues in the statement of comprehensive income using the effective interest method. Staff costs (note 6) Pension Contributions to defined contribution schemes are recognised in the statement of comprehensive income in the period they become payable. The cost charged to the statement of comprehensive income of providing retirement pensions for employees represents the amounts paid by the Group to various defined contribution pension schemes operated by the Group in the financial period. Income tax (note 9) Current income tax assets and liabilities are measured at the amount expected to be recovered from, or payable to, the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted at the reporting date. The Group's deferred tax policy is disclosed separately later in this note. Property, plant and equipment (note 11) Property, plant and equipment is stated at cost, net of accumulated depreciation and impairment losses, if any. Such cost includes the cost of replacing part of the property, plant and equipment; when significant parts of property, plant and equipment are required to be replaced at intervals, the Group recognises such parts as individual assets with specific useful lives and depreciates them accordingly. All other repair and maintenance costs are recognised in the statement of comprehensive income as incurred. Depreciation is charged so as to write off the cost or valuation of assets, except freehold land, over their estimated useful lives using the straight line method. Tangible assets arising from a business combination are recognised initially at fair value at the date of acquisition. The estimated useful lives, residual values and depreciation methods are reviewed at each year-end, with the effect of any changes in estimates accounted for on a prospective basis. The following useful lives are used in the calculation of depreciation: Freehold buildings – 30–50 years Plant and machinery – 5–10 years Fixtures, fittings, tools, equipment and vehicles – 4–10 years Depreciation is charged to either cost of sales or administrative expenses based on how the asset is used within the business. Goodwill (note 12) Goodwill is initially recognised at cost, being the excess of the aggregate of the consideration transferred over the net identifiable assets acquired and liabilities assumed. During the measurement period (12 months from the date of acquisition) adjustments could be made to goodwill as a result of new information relating to events or circumstances relating to the acquisition date. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. Impairment assessment of goodwill (note 13) Goodwill is required to be tested annually for impairment. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount, where the recoverable amount is the higher of the asset’s fair value less costs of disposal and value-in-use. Goodwill acquired through business combinations has been allocated, for impairment testing purposes, to a group of cash generating units (CGUs). These grouped CGUs are: UK, Central Europe, Nordics and Australasia. This is also the level at which management is monitoring the value of goodwill for internal management purposes. The identification of the Group’s CGUs used for impairment testing is considered a critical judgement within the scope of paragraph 122 of IAS1. The Group’s value-in-use calculation is based on a discounted cash flow model. Intangible assets – other (note 14) Intangible assets acquired in a business combination Intangible assets acquired in a business combination are identified and recognised separately from goodwill where they satisfy the definition of an intangible asset and their fair values can be measured reliably. The cost of such intangible assets is their fair value at the business combination date. The fair value of patents, trademarks and customer base acquired and recognised as part of a business combination is determined using the relief-from-royalty method or multi-period excess earnings method. Research and development Research costs are expensed as incurred. Development expenditure on an individual project is recognised as an intangible asset when the Company can demonstrate: the technical feasibility of completing the intangible asset so that it will be available for use or sale; its intention to complete and its ability to use or sell the asset; how the asset will generate future economic benefits; the availability of resources to complete the asset; and the ability to reliably measure the expenditure during development. Software costs Software that is not integral to an item of property, plant or equipment is recognised separately as an intangible asset. 142 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Notes to the Consolidated Financial Statements continued #### For the year ended 31 July 2025 1. Accounting policies continued Intangible assets – other (note 14) continued Subsequent measurement of intangible assets Intangible assets with a finite life are amortised on a straight line basis over their estimated useful lives as follows: Development costs 10 years Software costs 5–10 years Customer base 5–10 years Trademarks 10–25 years Patents/technology 5–20 years The estimated useful life and amortisation methods are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Impairment of other non-current assets excluding goodwill Assets that are subject to amortisation are reviewed for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable. At each reporting date, the Group completes an assessment of indicators of impairment impacting non-current assets excluding goodwill. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the CGU to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual CGUs, or otherwise they are allocated to the smallest group of CGUs for which a reasonable and consistent allocation basis can be identified. Business combinations (note 15) Business combinations are accounted for using the acquisition method. The cost of the business combination is measured as the aggregate of the consideration transferred, measured at fair value on the date of the business combination. The business combination costs incurred are expensed. When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions at the business combination date. Contingent and/or deferred consideration (note 21) resulting from business combinations is accounted for at fair value at the acquisition date as part of the business combination, and it is subsequently re-measured to fair value at each reporting date, with changes in fair value recognised in profit or loss. The key estimates and assumptions used in determining the discounted cash flows take into consideration the probability of meeting each performance target and a discount factor. Inventories (note 16) Inventories are stated at the lower of cost and net realisable value. The cost of work in progress and finished goods includes the cost of direct raw materials and labour and an appropriate portion of fixed and variable overhead expenses based on normal operating capacity but excludes borrowing costs. The cost of raw materials is purchase cost valued using a first-in, first-out basis. Finished goods and work in progress inventories acquired as part of business combinations is valued at fair value less cost to sell. Fair value is estimated using a top down method, based on estimated product sales prices, costs to complete and estimated selling/disposal costs. Net realisable value represents the estimated selling price for inventories less all estimated costs of completion and costs to sell. Provisions are made to write down slow-moving, excess and obsolete items to net realisable value, based on an assessment of technological and market developments and on an analysis of historical and projected usage with regard to quantities on hand. Financial instruments The Group measures its financial assets either at amortised cost or at fair value through profit and loss, depending on the purpose for which the asset was acquired. Financial assets held at amortised cost include trade and other receivables and cash and cash equivalents. Financial assets held at fair value through profit and loss include in the money forward exchange forward contracts. The Group measures its financial liabilities either at amortised cost or at fair value through profit and loss, depending on the purpose for which the liability was acquired. Financial liabilities held at amortised cost include trade payables and accruals, lease liabilities, interest bearing bank loans and provisions. Financial liabilities held at fair value through profit and loss include contingent and deferred consideration and out of the money forward exchange forward contracts. Trade and other receivables (note 17) Trade and other receivables are carried at original invoice or contract amount less any provisions for discounts and expected credit losses (ECLs). The Group applies a simplified approach in calculating ECLs. Receivables are categorised by common risk characteristics that are representative of the customers’ abilities to pay all amounts due in accordance with the contractual terms, including number of days past receivable due date. The expected loss rates are calculated using the provision matrix approach. The provision matrix is determined based on historical observed default rates over the expected life of the receivables and is adjusted for forward-looking estimates. Cash and cash equivalents (note 18) Cash and short-term deposits comprise cash at banks and in hand and short-term deposits with an original maturity of three months or less. Some regions of the Group have cash pooling arrangements which offsets bank overdrafts against cash balances. 143 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Notes to the Consolidated Financial Statements continued #### For the year ended 31 July 2025 1. Accounting policies continued Trade payables and accruals (note 19) Trade payables and accruals principally comprise of amounts outstanding for trade purchases and ongoing costs. These are recognised at the amounts expected to be paid. Leases (note 20) The Group leases a range of assets including property, plant and equipment and vehicles. The Group’s lease liabilities are included in interest-bearing loans and borrowings on the statement of financial position. At the commencement date of the lease, the Group measures lease liabilities at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating a lease, if the lease term reflects the Group exercising the option to terminate. Leases are measured to the end of the lease term, including any extension options within Group control, unless it is considered reasonably certain that the lease will be exited at an earlier available break date. In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date where the interest rate implicit in the lease is not readily determinable. Right-of-use assets are measured based on the value of corresponding lease liability, plus any lease payments made at or before the commencement date, less any lease incentives received, any initial direct costs, and any provision for restoration costs. The carrying amount of lease liabilities and right-of-use assets are re-measured if there is a modification or reassessment of lease terms, including a change in the contractual or assessed lease term, a change in the lease payments or a change in the assessment of an option to purchase the underlying asset. Right-of-use assets are depreciated on a straight-line basis over the shorter of their estimated useful life and the lease term. Freehold buildings – up to 20 years Plant and machinery – 3–6 years Fixtures, fittings, tools, equipment and vehicles – 2–5 years Depreciation charge is split between cost of sales and administrative expenses based on estimated split of property usage between production and sales and administrative functions. The Group applies the short-term lease recognition exemption to its short-term leases (i.e. those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases that are considered to be low value. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term. Derivative financial instruments (note 21) The Group enters into derivative financial instruments to manage its exposure to foreign exchange rate risk. Instruments used are principally foreign exchange forward contracts. No derivative contracts have been designated as hedges for accounting purposes. Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently re-measured to their fair value at the reporting date. The resulting gain or loss is immediately recognised in the statement of comprehensive income. Interest-bearing loans and borrowings (note 22) Borrowings and other financial liabilities, including loans, are initially measured at fair value, net of transaction costs. Borrowings and other financial liabilities are subsequently measured at amortised cost using the effective interest method. Finance cost includes the amortisation of initial transaction costs as well as any interest payable while the liability is outstanding. Provisions for warranties and property dilapidations (note 23) Provisions for warranties are made with reference to the warranty period, recent trading history and historical warranty claim information, and the view of management as to whether warranty claims are expected. Dilapidation provisions relate to estimated contractual restoration costs expected to be paid on exit of the lease, discounted to present value. Deferred tax (note 25) Deferred tax is recognised on all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities and there is an intention to settle the balances on a net basis. The carrying amount of deferred tax assets is reviewed at each reporting date. Deferred tax is charged or credited to other comprehensive income if it relates to items that are charged or credited to other comprehensive income. Similarly, deferred tax is charged or credited directly to equity if it relates to items that are credited or charged directly to equity. Management judgement is required to determine the amount of deferred tax assets that can be recognised, based on the likely timing and level of future taxable profits together with an assessment of the effect of future tax planning strategies. Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws and the amount and timing of future taxable income. Given the wide range of international business relationships and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded. 144 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Notes to the Consolidated Financial Statements continued #### For the year ended 31 July 2025 1. Accounting policies continued Dividends paid and proposed (note 26) Dividends are recognised when they meet the criteria for recognition as a liability or when they are paid. Share-based payments (note 31) Equity-settled transactions The Group enters into equity-settled share-based payment transactions with its employees, in particular as part of the Volution Long-term Incentive Plan. The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using the valuation model detailed within note 31 and incorporates an assessment of relevant performance conditions. The cost is recognised in employee benefits expense (note 6), together with a corresponding increase in equity (share-based payment reserve), over the vesting period in which the service and performance conditions are fulfilled. The amount to be expensed over the vesting period is adjusted at each balance sheet date to reflect the number of awards for which conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that meet the conditions at the vesting date. The impact of the revision of original estimates, if any, is recognised in the income statement with a corresponding adjustment to equity. Treasury shares The treasury shares reserve represents the cost of shares in Volution Group plc purchased in the market and held by the Volution Employee Benefit Trust to satisfy obligations under the Group’s share incentive schemes. Treasury shares are recognised at cost and deducted from equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Group’s own equity instruments. Any difference between the carrying amount and the consideration, if reissued, is recognised in share premium. Shares are transferred out of treasury share reserve upon vesting of awards under share incentive plans. Capital reserve The capital reserve is the difference in share capital and reserves arising from the use of the pooling of interest method for preparation of the financial statements in 2014. This is a non-distributable reserve. Share-based payment reserve The share-based payment reserve is used to recognise the value of equity-settled share-based payments provided to key management personnel, as part of their remuneration. Refer to note 31 for further detail of these plans. Foreign currency translation reserve For the purpose of presenting consolidated financial information, the assets and liabilities of the Group’s foreign operations are expressed in GBP using exchange rates prevailing at the end of the reporting period. Income and expenses are translated at the average exchange rate for the period. Exchange differences arising are classified as other comprehensive income and are transferred to the foreign currency translation reserve. All other translation differences are taken to profit and loss with the exception of differences on foreign currency borrowings to the extent that they are used to finance or provide a hedge against Group equity investments in foreign operations, in which case they are taken to other comprehensive income together with the exchange difference on the net investment in these operations. New standards or interpretations The standards or interpretations listed below have become effective since 1 August 2024 for annual periods beginning on or after 1 January 2024 and had no material impact on these consolidated financial statements: • Amendments to IAS 1 ‘Classification of liabilities as current or non-current’; • Amendments to IFRS 16 ‘Lease liability in a sale and leaseback’; • Amendments to IAS 1 ‘Non-current liabilities with covenants’; and • Amendments to IAS 7 ‘Supplier finance arrangements’. The segment analysis reporting disclosures in note 4 have been updated retrospectively following the July 2024 IFRIC agenda decision on IFRS 8 Segment reporting to include disclosure of material costs, being cost of sales, included within profit measures reported to the Chief Operating Decision-Maker. At the date of authorisation of these consolidated financial statements, the Group has not early adopted the following new and revised IFRS Standards that have been issued but are not yet effective. The following amendments become effective after 1 January 2027: • Amendments to IFRS 18 ‘Presentation and disclosure in financial statements’. The Directors do not expect that the adoption of the Standards listed above will have a material impact on the consolidated financial statements of the Group in future periods. 145 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Notes to the Consolidated Financial Statements continued #### For the year ended 31 July 2025 2. Adjusted earnings The Board and key management use some Alternative Performance Measures (APMs) to track and assess the underlying performance of the business. These measures include adjusted operating profit and adjusted profit before tax. These measures are deemed helpful as they remove items that do not reflect the day-to-day trading operations of the business and therefore their exclusion is relevant to an assessment of the day-to-day trading operations, as opposed to overall annual business performance. Such alternative performance measures are not defined terms under IFRS and may not be comparable with similar measures disclosed by other companies. Likewise, these measures are not a substitute for IFRS measures of profit. A reconciliation of these measures of performance to the corresponding reported figure is shown below. For definitions of terms referred to see note 33. | | | | | --- | --- | --- | | | 2025 | 2024 | | | £000 | £000 | | Profit after tax | 41,533 | 42,797 | | Add back: | | | | Fair value movement in contingent consideration (note 21) | 4,702 | (1,845) | | Cost of business combinations (note 15) | 3,138 | 206 | | Unwinding of discounting on future consideration (note 21) | 3,176 | 6,599 | | Amortisation of acquired inventory fair value adjustment (note 15) | 7,048 | - | | Net loss/(gain) on financial instruments at fair value (note 5) | 19 | (144) | | Amortisation of intangible assets acquired through business | | | | combinations (note 14) | 11,335 | 9,322 | | Tax effect of the above | (5,341) | (1,664) | | Adjusted profit after tax | 65,610 | 55,271 | | Add back: | | | | Adjusted tax charge | 18,290 | 15,437 | | Adjusted profit before tax | 83,900 | 70,708 | | Add back: | | | | Interest payable on bank loans, lease liabilities and amortisation of financing costs (note 5) | 9,385 | 6,605 | | Re-measurement of financial liabilities (note 21) | 455 | 870 | | Finance income (note 5) | (306) | (139) | | Adjusted operating profit | 93,434 | 78,044 | | Add back: | | | | Depreciation of property, plant and equipment (note 11) | 4,652 | 4,413 | | Depreciation of right-of-use assets (note 20) | 6,070 | 4,738 | | Amortisation of development costs, software and patents (note 14) | 2,205 | 1,807 | | Adjusted EBITDA | 106,361 | 89,002 | 3. Revenue from contracts with customers Revenue recognised in the statement of comprehensive income is analysed below: | | | | | --- | --- | --- | | | 2025 | 2024 | | | £000 | £000 | | Sale of goods | 413,989 | 341,207 | | Installation services | 5,125 | 6,404 | | Total revenue from contracts with customers | 419,114 | 347,611 | | | | | | --- | --- | --- | | | 2025 | 2024 | | Market sectors | £000 | £000 | | UK | | | | Residential | 115,196 | 105,039 | | Commercial | 30,091 | 28,158 | | Export | 15,691 | 12,130 | | OEM | 15,132 | 15,448 | | Total UK | 176,110 | 160,775 | | Nordics | 45,984 | 47,376 | | Central Europe | 90,638 | 87,016 | | Total Continental Europe | 136,622 | 134,392 | | Total Australasia 1 | 106,382 | 52,444 | | Total revenue from contracts with customers | 419,114 | 347,611 | | | | | | --- | --- | --- | | | 2025 | 2024 | | Refund liabilities | £000 | £000 | | Arising from retrospective volume rebates | 12,268 | 10,264 | | Arising from rights of return | 538 | 583 | | Refund liabilities | 12,806 | 10,847 | Notes 1. Included in the Australasia revenue is £56,234,000 of inorganic revenue from the business combination of Fantech (2024: £7,801,000 of inorganic revenue from the business combination of DVS). Of the total rebates, approximately £5.6 million (2024: £4.1 million) is non-coterminous with the year-end and is based on actual revenue recorded to 31 July 2025 and an estimate of the total revenue for the rebate period. 146 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() 3. Revenue from contracts with customers continued Geographic information The Group operates in several geographical locations and sells on to external customers in all parts of the world. No individual country amounts to more than 5% of revenue, other than those noted below. The following is an analysis of revenue from continuing operations by geographical destination: | | | | | --- | --- | --- | | | 2025 | 2024 | | Revenue from external customers by customer destination | £000 | £000 | | United Kingdom | 155,073 | 142,231 | | Germany | 18,942 | 18,919 | | Netherlands | 32,703 | 24,978 | | Sweden | 22,305 | 26,134 | | Australia | 74,580 | 25,048 | | New Zealand | 31,673 | 27,698 | | Rest of the world | 83,838 | 82,603 | | Total revenue from contracts with customers | 419,114 | 347,611 | Information about major customers Annual revenue from no individual customer accounts for more than 10% of Group revenue in either the current or prior year. 4. Segmental analysis The Group’s reportable segments are described below. The segmental regional structure reflects the current internal reporting provided to the Chief Operating Decision-Maker (considered to be the CEO of the Group) on a regular basis. The segmental results include an allocation of central head office costs, where the costs are attributable to a segment. Costs of running the parent company are reported separately as central costs. | | | | | | | | --- | --- | --- | --- | --- | --- | | | | Continental | | Eliminations/ | | | | UK | Europe | Australasia | central costs | Total | | Year ended 31 July 2025 | £000 | £000 | £000 | £000 | £000 | | Revenue from contracts with external customers | 176,110 | 136,622 | 106,3821 | – | 419,114 | | Cost of sales (excluding amortisation | | | | | | | of acquired inventory fair value | | | | | | | adjustment) | (82,959) | (66,459) | (57,030) | – | (206,448) | | Adjusted segment EBITDA | 50,783 | 36,814 | 25,259 | (6,495) | 106,361 | | Depreciation and amortisation | | | | | | | of development costs, software and patents | (4,917) | (3,952) | (3,380) | (678) | (12,927) | | Adjusted operating profit/(loss) | 45,866 | 32,862 | 21,879 | (7,173) | 93,434 | | Amortisation of intangible assets acquired through business | | | | | | | combinations | (1,882) | (5,587) | (3,866) | – | (11,335) | | Amortisation of acquired inventory fair value adjustment | – | – | ( 7,048) | – | (7,048) | | Fair value movement on contingent | | | | | | | consideration | | | | (4,702) | (4,702) | | Business combination-related | | | | | | | operating costs | – | – | – | (3,138) | (3,138) | | Operating profit/(loss) | 43,984 | 27,275 | 10,965 | (15,013) | 67,211 | | Unallocated expenses | | | | | | | Net finance cost | – | – | – | (9,098) | (9,098) | | Unwinding of discounting on future | | | | | | | consideration | – | – | – | (3,176) | (3,176) | | Re-measurement of financial liabilities | – | – | – | (455) | (455) | | Profit/(loss) before tax | 43,984 | 27,275 | 10,965 | (27,742) | 54,482 | #### Notes to the Consolidated Financial Statements continued #### For the year ended 31 July 2025 147 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Notes to the Consolidated Financial Statements continued #### For the year ended 31 July 2025 4. Segmental analysis continued | | | | | | | | --- | --- | --- | --- | --- | --- | | | | Continental | | Eliminations/ | | | | UK | Europe | Australasia | central costs | Total | | Year ended 31 July 2024 | £000 | £000 | £000 | £000 | £000 | | Revenue from contracts | | | | | | | with external customers | 160,775 | 134,392 | 52,444 1 | – | 347,611 | | Cost of sales | (78,672) | (65,932) | (24,740) | – | (169,344) | | Adjusted segment EBITDA | 45,161 | 35,859 | 13,458 | (5,476) | 89,002 | | Depreciation and amortisation | | | | | | | of development costs, software and patents | (4,956) | (3,801) | (1,534) | (667) | (10,958) | | Adjusted operating | | | | | | | profit/(loss) | 40,205 | 32,058 | 11,924 | (6,143) | 78,044 | | Amortisation of intangible assets acquired through business combinations | (5,634) | (2,895) | (793) | – | (9,322) | | Fair value movement on contingent consideration | – | – | – | 1,845 | 1,845 | | Business combination-related | | | | | | | operating costs | – | – | – | (206) | (206) | | Operating profit/(loss) | 34,571 | 29,163 | 11,131 | (4,504) | 70,361 | | Unallocated expenses | | | | | | | Net finance income/(cost) | – | – | 24 | (6,346) | (6,322) | | Unwinding of discounting on future consideration | – | – | – | (6,599) | (6,599) | | Re-measurement | | | | | | | of financial liabilities | – | – | – | (870) | (870) | | Profit/(loss) before tax | 34,571 | 29,163 | 11,155 | (18,319) | 56,570 | Note 1. Included in the Australasia revenue is £56,234,000 of inorganic revenue from the business combination of Fantech (2024: £7,801,000 of inorganic revenue from the business combination of DVS). Non-current asset information The non-current assets are disclosed below based on the Group's CGU groups: | | | | | --- | --- | --- | | | 2025 | 2024 | | Non-current assets excluding deferred tax | £000 | £000 | | United Kingdom | 111,874 | 112,515 | | Europe (excluding United Kingdom and Nordics) | 109,396 | 109,560 | | Nordics | 30,181 | 30,274 | | Australasia | 183,539 | 50,980 | | Total | 434,990 | 303,329 | 5. Finance income and costs | | | | | --- | --- | --- | | | 2025 | 2024 | | | £000 | £000 | | Finance income | | | | Net gain on financial instruments at fair value | – | 144 | | Interest receivable | 306 | 139 | | Total finance income | 306 | 283 | | Finance costs | | | | Net loss on financial instruments at fair value | (19) | – | | Interest payable on bank loans | (7,373) | (4,427) | | Amortisation of finance arrangement costs | (488) | (692) | | Lease interest | (1,256) | (763) | | Other interest | (268) | (723) | | Total finance costs | (9,404) | (6,605) | | Net finance costs | (9,098) | (6,322) | 148 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() 6. Staff costs Employee costs, including Directors’ remuneration, comprise: | | | | | --- | --- | --- | | | 2025 | 2024 | | | £000 | £000 | | Staff costs | | | | Wages and salaries | 86,048 | 69,286 | | Social security costs | 9,373 | 7,691 | | Defined contribution pension costs | 4,174 | 3,303 | | Share-based payment charge (see note 31) | 2,154 | 1,200 | | | 101,749 | 81,480 | Total contributions payable in the next financial year are expected to be at rates broadly similar to those in 2023/24 but based on actual salary levels in 2024/25. Average monthly number of employees in the year | | | | | --- | --- | --- | | | 2025 | 2024 | | | Number | Number | | Production | 1,173 | 1,083 | | Sales and administration | 820 | 786 | | | 1,993 | 1,869 | Directors’ remuneration | | | | | --- | --- | --- | | | 2025 | 2024 | | | £000 | £000 | | Amounts paid in respect of qualifying services | | | | Directors’ remuneration | 4,335 | 3,265 | | Non-Executive Directors’ remuneration | 468 | 414 | | Directors’ cash payment in lieu of employer’s pension contribution | 54 | 43 | | Directors’ pension scheme contributions | – | – | The number of Directors accruing benefits under Group money purchase pension arrangements was nil (2024: nil). The aggregate amount of gains made by the directors on the exercise of share options was £1,329,000 (2024: £3,098,000). The Group also incurred fees and expenses of £468,000 (2024: £414,000) in respect of Claire Tiney, Amanda Mellor, Nigel Lingwood, Margaret Amos, Jonathan Davis, Celia Baxter and Emmanuelle Dubu for their services as Non-Executive Directors. 7. Other operating expenses Cost of sales, distribution costs and administrative expenses include the following: | | | | | --- | --- | --- | | | 2025 | 2024 | | | £000 | £000 | | Cost of sales | | | | Cost of inventories recognised as expenses | 163,658 | 125,858 | | Depreciation of property, plant and equipment | 2,651 | 2,171 | | Depreciation of right-of-use assets | 3,593 | 2,904 | | Amortisation of intangible assets | 164 | 172 | | Administrative and distribution expenses | | | | Research and development costs | 6,228 | 5,220 | | Depreciation of property, plant and equipment | 2,001 | 2,242 | | Depreciation of right-of-use assets | 2,477 | 1,834 | | Amortisation of intangible assets | 13,376 | 11,015 | | Net foreign exchange differences | 158 | (27) | | Gain on disposal of property, plant and equipment, and intangible assets – other | (154) | (184) | 8. Auditor’s remuneration The Group paid the following amounts to its auditors, PwC, and its member firms in respect of the audit of the financial statements and for other services provided to the Group. | | | | | --- | --- | --- | | | 2025 | 2024 | | | £000 | £000 | | Audit services | | | | Fees for the audit of the parent and Group financial statements | 839 | 851 | | Fees for local statutory audits of subsidiaries | 97 | 36 | | Non-audit services | | | | Fees payable for interim review | 123 | 106 | | Total | 1,059 | 993 | In addition to the above, tax compliance services were provided by PwC to Fantech in the 3 month transition window post acquisition. The cost of these services of £6,000 was borne by the previous owners of Fantech and is therefore not included in the table above. #### Notes to the Consolidated Financial Statements continued #### For the year ended 31 July 2025 149 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Notes to the Consolidated Financial Statements continued #### For the year ended 31 July 2025 9. Income tax (a) Income tax charges against profit for the year | | | | | --- | --- | --- | | | 2025 | 2024 | | | £000 | £000 | | Current income tax | | | | Current UK income tax expense | 6,623 | 5,571 | | Current foreign income tax expense | 11,719 | 10,278 | | Tax credit relating to the prior year | (803) | (80) | | Total current tax | 17,539 | 15,769 | | Deferred tax | | | | Origination and reversal of temporary differences | (5,044) | (2,224) | | Effect of changes in the tax rate | (134) | 58 | | Tax charge relating to the prior year | 588 | 170 | | Total deferred tax | (4,590) | (1,996) | | Net tax charge reported in the consolidated statement of comprehensive income | 12,949 | 13,773 | (b) Income tax recognised in equity for the year | | | | | --- | --- | --- | | | 2025 | 2024 | | | £000 | £000 | | (Increase)/decrease in deferred tax asset on share-based payments | (514) | 380 | | Translation differences | 121 | (212) | | Net tax (credit)/charge reported in equity | (393) | 168 | (c) Reconciliation of total tax | | | | | --- | --- | --- | | | 2025 | 2024 | | | £000 | £000 | | Profit before tax | 54,482 | 56,570 | | Profit before tax multiplied by the standard rate of corporation | | | | tax in the UK of 25.00% (2024: 25.00%) | 13,621 | 14,143 | | Adjustment in respect of previous years | (215) | 89 | | Expenses not deductible for tax purposes | 781 | 2,738 | | Effect of changes in the tax rate | (134) | 58 | | Effect of overseas tax rates | 875 | (931) | | Patent-related tax relief | (930) | (719) | | Share exercise | (1,163) | (1,407) | | Other Net tax charge reported in the consolidated statement | 114 | (198) | | of comprehensive income | 12,949 | 13,773 | Our reported effective tax rate for the period was 23.8% (2024: 24.4%). Our underlying effective tax rate, on adjusted profit before tax, was 21.8% (2024: 21.8%). The effect of overseas tax rates relates to the Group’s profits from subsidiaries which are subject to tax jurisdictions with a blended lower average rate of tax compared to the standard rate of corporation tax in the UK (see note 29 for subsidiary locations). We expect our medium-term reported effective tax rate to be in the range of 29% to 35% of the Group’s reported profit before tax and our underlying effective tax rate to be in the range of 22% to 25% of the Group’s adjusted profit before tax. In June 2023, the UK Government substantively enacted legislation introducing a global minimum corporate income tax rate, to have effect from 2024 in line with the OECD’s Pillar Two model framework on large multinational enterprises with a consolidated group revenue of €750 million plus. The Group has performed an assessment of its potential exposure to Pillar Two income taxes and based on an assessment of the most recent information available regarding the financial performance of the constituent entities in the Group, we do not expect to be within the scope of Pillar Two and therefore do not expect it to have a material impact on the Group’s tax rate or tax payments. 150 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() 10. Earnings per share (EPS) The following reflects the income and share data used in the basic and diluted earnings per share computations: | | | | | --- | --- | --- | | | 2025 | 2024 | | | £000 | £000 | | Statutory profit attributable to ordinary equity holders | 41,533 | 42,797 | | Adjusted profit attributable to ordinary equity holders | 65,610 | 55,271 | | | | | | --- | --- | --- | | | Number | Number | | Weighted average number of ordinary shares for basic earnings per share | 197,962,762 | 197,739,417 | | Effect of dilution from: | | | | Share options | 2,712,502 | 2,143,783 | | Weighted average number of ordinary shares for diluted earnings per share | 200,675,264 | 199,883,200 | | Earnings per share | | | | Basic | 21.0p | 21.6p | | Diluted | 20.7p | 21.4p | | Adjusted earnings per share | | | | Basic | 33.1p | 28.0p | | Diluted | 32.7p | 27.6p | The weighted average number of ordinary shares has increased as a result of a reduction in the treasury shares held by the Volution Employee Benefit Trust (EBT) during the year (see note 24 for details). The shares are excluded when calculating the reported and adjusted EPS. Adjusted profit attributable to ordinary equity holders has been reconciled in note 2, Adjusted earnings. See note 33, Glossary of terms, for an explanation of the adjusted basic and diluted earnings per share calculation. 11. Property, plant and equipment | | | | | | | --- | --- | --- | --- | --- | | | | | Fixtures, | | | | | | fittings, tools, | | | | Freehold land | Plant and | equipment | | | | and buildings | machinery | and vehicles | Total | | 2025 | £000 | £000 | £000 | £000 | | Cost | | | | | | At 1 August 2023 | 18,009 | 19,440 | 14,080 | 51,529 | | On business combinations | 31 | 88 | 66 | 185 | | Additions | 423 | 1,561 | 3,424 | 5,408 | | Disposals | (12) | (242) | (1,283) | (1,537) | | Net foreign currency exchange differences | (164) | (137) | (183) | (484) | | At 31 July 2024 | 18,287 | 20,710 | 16,104 | 55,101 | | On business combinations | – | 794 | 627 | 1,421 | | Additions | 1,220 | 1,995 | 3,353 | 6,568 | | Transfer from leased assets | – | – | 504 | 504 | | Disposals | (78) | (839) | (2,294) | (3,211) | | Net foreign currency exchange differences | 367 | 192 | 329 | 888 | | At 31 July 2025 | 19,796 | 22,852 | 18,623 | 61,271 | | Accumulated depreciation | | | | | | At 1 August 2023 | 5,436 | 7,859 | 8,786 | 22,081 | | Charge for the year | 526 | 1,906 | 1,981 | 4,413 | | Disposals | (12) | (241) | (1,107) | (1,360) | | Net foreign currency exchange differences | (44) | (22) | (160) | (226) | | At 31 July 2024 | 5,906 | 9,502 | 9,500 | 24,908 | | Charge for the year | 555 | 1,934 | 2,163 | 4,652 | | Transfer from leased assets | – | – | 224 | 224 | | Disposals | (78) | (778) | (2,171) | (3,027) | | Net foreign currency exchange differences | 110 | 209 | 185 | 504 | | At 31 July 2025 | 6,493 | 10,867 | 9,901 | 27,261 | | Net book value | | | | | | At 31 July 2024 | 12,381 | 11,208 | 6,604 | 30,193 | | At 31 July 2025 | 13,303 | 11,985 | 8,722 | 34,010 | #### Notes to the Consolidated Financial Statements continued #### For the year ended 31 July 2025 151 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Notes to the Consolidated Financial Statements continued #### For the year ended 31 July 2025 12. Intangible assets – goodwill | | | | --- | --- | | Goodwill | £000 | | Cost and net book value | | | At 1 August 2023 | 168,988 | | On the business combination of DVS | 5,037 | | Net foreign currency exchange differences | (2,685) | | At 31 July 2024 | 171,340 | | On the business combination of Fantech | 66,621 | | Net foreign currency exchange differences | (2,176) | | At 31 July 2025 | 235,785 | 13. Impairment assessment of goodwill | | | | | | | --- | --- | --- | --- | --- | | | | | Central | | | | UK | Nordics | Europe | Australasia | | 31 July 2025 | £000 | £000 | £000 | £000 | | Carrying value of goodwill | 61,000 | 18,985 | 64,277 | 91,523 | | CGU value-in-use headroom 1 | 332,851 | 115,035 | 104,391 | 44,966 | | | | | | | | --- | --- | --- | --- | --- | | | | | Central | | | | UK | Nordics | Europe | Australasia | | 31 July 2024 | £000 | £000 | £000 | £000 | | Carrying value of goodwill | 61,000 | 18,151 | 62,827 | 29,362 | | CGU value-in-use headroom 1 | 249,557 | 49,409 | 66,028 | 45,101 | Note: 1. Headroom is shown at the date of impairment testing, and is calculated by comparing the value-in-use of a group of CGUs to the carrying amount of its asset, which includes the net book value of fixed assets (tangible and intangible), goodwill and operating working capital (current assets and liabilities). Impairment review Under IAS 36 ‘Impairment of assets’, the Group is required to complete an impairment review of goodwill at least annually. The recoverable amounts for each CGU group are based on value-in-use, which has been derived from discounted cash flow (DCF) calculations. The value-in-use headroom for each CGU group has been set out above; in all CGUs it was concluded that the carrying amount was in excess of the value-in-use and all CGUs had positive headroom. When assessing for impairment of goodwill, we have considered the impact of climate change, particularly in the context of the risks and opportunities identified in the TCFD disclosure in the Annual Report. We have not identified any material short-term and medium-term impacts from climate change that would impact the carrying value of goodwill. Over the long term, the risks and opportunities are more uncertain and we will continue to assess these risks at each reporting period. Assumptions in the value-in-use calculation The calculation of value-in-use for all CGUs is most sensitive to the following assumptions: • cash flow projections based on financial budgets approved by the Board covering the next financial period; • cash flows beyond the budget period are extrapolated over years 2–5 using specific growth rates. Growth rates for each of the CGU groups are based on historical growth rates, market expectations and the stated Group strategic goals; • long-term growth rates of 2% (2024: 2%) for all CGUs have been applied to the period beyond which budgets and forecasts do not exist, based on historical macroeconomic performance and projections for the geographies in which the CGUs operate; and • discount rates are calculated based on the CGU weighted average cost of capital and reflects the current market assessment of the risks specific to each operation. The pre-tax discount rates used for each CGU are: • UK 13.5% (2024: 13.5%); • Nordics: 11.3% (2024: 12.2%); • Central Europe: 13.4% (2024: 12.4%); and • Australasia: 14.3% (2024: 15.0%). Australasia headroom has decreased as a proportion of the carrying value of Australasia goodwill due to the sizeable acquisition of Fantech, where assets and liabilities acquired were measured at fair value at the date of acquisition (note 15). Therefore, carrying value of Fantech net assets as at 31 July 2025 remains reasonably equivalent to their fair value. We have tested the sensitivity of our headroom calculations in relation to the above assumptions, including severe performance downside scenarios aligned with the Group going concern assessment, and the Group does not consider that reasonably possible changes in these assumptions could cause the carrying value of the CGUs to materially exceed their recoverable value. 152 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() 14. Intangible assets – other | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | Development | Software | Customer | | Patents/ | | | | | costs | costs | base | Trademarks | technology | Other | Total | | 2025 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | | Cost | | | | | | | | | At 1 August 2023 as previously stated | 12,732 | 10,277 | 160,841 | 55,260 | 3,417 | 1,163 | 243,690 | | Reclassification of brought forward balances\* | – | 184 | 1,301 | 2,488 | 80 | (207) | 3,846 | | At 1 August 2023 reclassified | 12,732 | 10,461 | 162,142 | 57,748 | 3,497 | 956 | 247,536 | | Additions | 1,578 | 318 | – | – | – | – | 1,896 | | On business combinations | – | 35 | 1,667 | 2,309 | – | – | 4,011 | | Disposals | (21) | (75) | (84) | – | – | – | (180) | | Net foreign currency exchange differences | (288) | 176 | (1,544) | (554) | (61) | – | (2,271) | | At 31 July 2024 reclassified | 14,001 | 10,915 | 162,181 | 59,503 | 3,436 | 956 | 250,992 | | Additions | 1,619 | 437 | – | – | – | – | 2,056 | | On business combinations | – | 74 | 41,058 | 21,603 | – | – | 62,735 | | Disposals | (49) | (756) | – | – | – | (956) | (1,761) | | Net foreign currency exchange differences | 264 | (98) | (668) | (518) | 60 | – | (960) | | At 31 July 2025 | 15,835 | 10,572 | 202,571 | 80,588 | 3,496 | – | 313,062 | | Accumulated amortisation | | | | | | | | | At 1 August 2023 as previously stated | 3,266 | 7,158 | 118,929 | 27,132 | 2,179 | 1,163 | 159,827 | | Reclassification of brought forward balances\* | – | 159 | 7,656 | (4,086) | 324 | (207) | 3,846 | | At 1 August 2023 reclassified | 3,266 | 7,317 | 126,585 | 23,046 | 2,503 | 956 | 163,673 | | Charge for the year | 847 | 1,035 | 6,333 | 2,718 | 196 | – | 11,129 | | Disposals | (21) | (75) | – | – | – | – | (96) | | Net foreign currency exchange differences | (186) | 8 | (17) | (361) | (60) | – | (616) | | At 31 July 2024 reclassified | 3,906 | 8,285 | 132,901 | 25,403 | 2,639 | 956 | 174,090 | | Charge for the year | 1,145 | 1,060 | 7,424 | 3,712 | 199 | – | 13,540 | | Disposals | (49) | (756) | – | – | – | (956) | (1,761) | | Net foreign currency exchange differences | 420 | 120 | 1,130 | 310 | (33) | – | 1,947 | | At 31 July 2025 | 5,422 | 8,709 | 141,455 | 29,425 | 2,805 | – | 187,816 | | Net book value | | | | | | | | | At 31 July 2024 reclassified | 10,095 | 2,630 | 29,280 | 34,100 | 797 | – | 76,902 | | At 31 July 2025 | 10,413 | 1,863 | 61,116 | 51,163 | 691 | – | 125,246 | \* The brought forward balances have been reclassified between asset categories to correct a historical misallocation of movements. There is no impact on total intangible asset value brought forward or on the prior year income statement. #### Notes to the Consolidated Financial Statements continued #### For the year ended 31 July 2025 153 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Notes to the Consolidated Financial Statements continued #### For the year ended 31 July 2025 14. Intangible assets – other continued The Group has the following individually material intangible assets with definite useful lives: | | | | | --- | --- | --- | | | | Remaining | | | Carrying | amortisation | | | amount | period | | | 2025 | 2025 | | | £000 | Years | | Customer base | | | | Simx Limited | 4,481 | 8 | | ClimaRad BV | 6,694 | 3 | | ERI | 8,021 | 6 | | Fantech | 37,249 | 14 | | Trademark | | | | Volution Holdings Limited and its subsidiaries | 14,327 | 12 | | Fantech | 19,959 | 24 | 15. Business combinations Business combinations in the year ended 31 July 2025 Fantech On 29 November 2024, Volution Group acquired Fantech, a market leading position in commercial and residential ventilation in Australasia. The acquisition of Fantech is in line with the Group’s strategy to grow by selectively acquired value-adding businesses in new and existing markets and geographies. Total consideration for the purchase of Fantech is AUD$281 million (£142.3 million), with initial consideration of AUD$221 million (£112.7million) on a debt-free, cash-free basis, with further non- contingent consideration of AUD$60 million (£29.6 million) payable 12 months after the completion date. Transaction costs relating to professional fees associated with the business combination in the period ending 31 January 2025 were £2,376,000 and have been expensed as cost of business combinations separately disclosed on the face of the consolidated statement of comprehensive income above operating profit. The fair values of the acquired assets and liabilities recognised in our financial statements are provisional, as they are based on the information available at the acquisition date; adjustments may be required if additional relevant information becomes available within the measurement period, which extends up to 12 months from the acquisition date. The fair value of the net assets acquired is set out below: | | | | | | --- | --- | --- | --- | | | Book | Fair value | Fair | | | value | adjustments | value | | | £000 | £000 | £000 | | Intangible assets | 1,127 | 61,608 | 62,735 | | Property, plant and equipment | 1,421 | – | 1,421 | | Right of use assets | 11,654 | 1,065 | 12,719 | | Inventory | 19,648 | 5,078 | 24,726 | | Trade and other receivables | 15,462 | – | 15,462 | | Trade and other payables | (13,406) | – | (13,406) | | Lease liabilities | (14,362) | 1,448 | (12,914) | | Income tax | (684) | – | (684) | | Provisions | (186) | – | (186) | | Deferred tax | 1,069 | (20,601) | (19,532) | | Cash and cash equivalents | 5,370 | – | 5,370 | | Total identifiable net assets | 27,113 | 48,598 | 75,711 | | Goodwill on the business combination | | | 66,621 | | Discharged by: | | | | | Cash consideration | | | 112,728 | | Deferred consideration | | | 29,604 | Goodwill of £66,621,000 reflects certain intangibles that cannot be individually separated and reliably measured due to their nature. These items include the value of expected synergies arising from the business combination and the experience and skill of the acquired workforce. The fair value of the acquired tradenames and customer relationships was identified and included in intangible assets. Assumptions in the intangibles valuation calculation The valuation of Fantech acquired intangible assets involve a number of estimates and assumptions. Customer relationships was valued using the multi-period excess earnings method and tradename using a relief from royalty method. These estimates are inherently uncertain and changes in these assumptions could materially impact the carrying values of intangible assets, goodwill and amortisation expenses. Key inputs where reasonably possible changes would materially impact the valuation of Fantech intangibles are: • Discount rate 13.2%; • Royalty rate (tradename only) between 0.5% and 4%; • Attrition rate (customer relationships only) 6.7%; and • Contributory asset charges (customer relationships only) 4.5%. 154 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() 15. Business combinations continued Business combinations in the year ended 31 July 2025 continued Fantech continued An increase of 1% to the discount rate would reduce intangibles valuation by £3.6 million; a decrease of 1% would increase the valuation by £4.0 million. A change of 1% in royalty rate would change the valuation of trademarks by £6.1 million. An increase of 1% to the attrition rate would decrease the customer relationships asset valuation by £4.5 million; a decrease of 1% would increase the value by £4.9 million. An increase of 1% to the contributory asset charges would decrease the trademarks asset valuation by £4.8 million; a decrease of 1% would increase the value by £4.3 million. The gross amount of trade and other receivables is £15,462,000. All of the trade receivables are expected to be collected in full. Inventories recorded on the business combination were recognised at fair value. The fair value uplift for inventory included an additional obsolescence provision of £1,970,000 and an unrealised profit uplift of £7,048,000. The fair value uplift has been released to gross profit over a period of four months from the date of acquisition, reflecting the expected period of sale of the uplifted inventory. Fantech generated revenue of £64,042,000 and generated a profit after tax of £4,980,000 in the period from acquisition to 31 July 2025. If the combination had taken place at 1 August 2024, the Group’s revenue would have been £29,650,000 higher and profit before tax from continuing operations would have been £5,030,000 higher than reported. Business combinations in the year ended 31 July 2024 DVS On 4 August 2023, Volution Group acquired the trade and assets of Proven Systems Limited (DVS), a market leading supplier and installer of home ventilation solutions in New Zealand. The acquisition of DVS is in line with the Group’s strategy to grow by selectively acquired value-adding businesses in new and existing markets and geographies. Total consideration for the purchase of the trade and assets of DVS was £8.5 million (NZ$17.7 million), net of cash acquired, with further contingent cash consideration of up to NZ$9 million based on stretching targets for the financial results for the 12 months ended 3 August 2024 and the 12 months ended 31 March 2026. Contingent consideration was assessed at the time of acquisition based on the current estimate of the future performance of the business for the 12 months ended 3 August 2024 as £nil, with NZ$3 million payable if EBITDA exceeds NZ$3 million, and for the 12 months ended 31 March 2026 as NZ$nil with a range of NZ$nil to NZ$9 million based on EBITDA performance from NZ$3.5 million to NZ$4 million. The fair value of contingent consideration is calculated by estimating the future cash flows for the company based on management’s knowledge of the business and how the current economic environment is likely to impact performance. If acquisition date EBITDA estimates for each period for which contingent consideration is measured was 10% higher than expected, contingent consideration would remain £nil at acquisition. Subsequent valuations of contingent consideration do not impact acquisition accounting; refer to note 21 for further detail as to the year-end fair value assessment. Transaction costs relating to professional fees associated with the business combination in the year ending 31 July 2024 were £31,000 and have been expensed as cost of business combinations separately disclosed on the face of the consolidated statement of comprehensive income above operating profit. The fair value of the net assets acquired is set out below: | | | | | | --- | --- | --- | --- | | | Book | Fair value | Fair | | | value | adjustments | value | | | £000 | £000 | £000 | | Intangible assets | 35 | 3,976 | 4,011 | | Property, plant and equipment | 185 | – | 185 | | Inventory | 875 | – | 875 | | Trade and other receivables | 130 | – | 130 | | Trade and other payables | (627) | – | (627) | | Deferred tax liabilities | – | (1,113) | (1,113) | | Total identifiable net assets | 598 | 2,863 | 3,461 | | Goodwill on the business combination | | | 5,037 | | Discharged by: | | | | | Cash consideration | | | 8,498 | Goodwill of £5,037,000 reflects certain intangibles that cannot be individually separated and reliably measured due to their nature. These items include the value of expected synergies arising from the business combination and the experience and skill of the acquired workforce. The fair value of the acquired tradename and customer base was identified and included in intangible assets. DVS generated revenue of £7,801,000 and generated a profit after tax of £280,000 in the period from acquisition to 31 July 2024. If the combination had taken place at 1 August 2023, the Group’s revenue and profit before tax would have been materially the same as reported, as the acquisition took place on 4 August 2023. #### Notes to the Consolidated Financial Statements continued #### For the year ended 31 July 2025 155 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Notes to the Consolidated Financial Statements continued #### For the year ended 31 July 2025 15. Business combinations continued Business combination cash outflows Cash outflows arising from completed acquisitions are as follows: | | | | | --- | --- | --- | | | 2025 | 2024 | | | £000 | £000 | | Fantech | | | | Cash consideration | 112,728 | – | | Less cash acquired with the business | (5,370) | – | | ClimaRad | | | | Contingent consideration | 20,853 | – | | DVS | | | | Cash consideration | – | 8,498 | | I-Vent | | | | Contingent consideration | – | 2,566 | | ERI | | | | Deferred payment | – | 1,874 | | Contingent consideration | 4,580 | – | | Total | 132,791 | 12,938 | Cash outflows arising from cost of business combinations are as follows: | | | | | --- | --- | --- | | | 2025 | 2024 | | | £000 | £000 | | Fantech | 2,376 | – | | ClimaRad | 56 | – | | VMI | – | 35 | | I-Vent | – | 45 | | DVS | – | 31 | | Other potential or aborted business combinations | 706 | 95 | | Total | 3,138 | 206 | 16. Inventories | | | | | --- | --- | --- | | | 2025 | 2024 | | | £000 | £000 | | Raw materials and consumables | 25,316 | 25,231 | | Work in progress | 2,406 | 2,257 | | Finished goods and goods for resale | 43,572 | 25,624 | | | 71,294 | 53,112 | During 2025, £1,460,000 (2024: £1,320,000) was recognised as cost of sales for inventories written off in the year. Inventories are stated net of an allowance for excess, obsolete or slow-moving items which totalled £8,633,000 (2024: £5,855,000). This provision was split amongst the three categories: £5,697,000 (2024: £3,363,000) for raw materials and consumables; £178,000 (2024: £195,000) for work in progress; and £2,758,000 (2024: £2,297,000) for finished goods and goods for resale. 17. Trade and other receivables | | | | | | --- | --- | --- | --- | | | 2025 | | 2024 | | | £000 | | £000 | | Trade receivables | 68,620 | | 45,694 | | Allowance for expected credit loss | (400) | | (514) | | | 68,220 | | 45,180 | | Other debtors | 2,078 | | 5,532 | | Prepayments | 7,09 | 2 | 4,527 | | Total | | 77,390 | 55,239 | Movement in the allowance for expected credit losses is set out below: | | | | | --- | --- | --- | | | 2025 | 2024 | | | £000 | £000 | | At the start of the year | (514) | (521) | | On business combinations | (55) | - | | Credit/(charge) for the year | 154 | (22) | | Amounts utilised | 20 | 32 | | Foreign currency adjustment | (5) | (3) | | At the end of the year | (400) | (514) | 156 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() 17. Trade and other receivables continued Net trade receivables are aged as follows: | | | | | --- | --- | --- | | | 2025 | 2024 | | | £000 | £000 | | Current | 58,150 | 41,711 | | Past due | | | | Overdue 0–30 days | 7,985 | 2,123 | | Overdue 31–60 days | 1,151 | 465 | | Overdue 61–90 days | 240 | 74 | | Overdue more than 90 days | 694 | 807 | | Total | 68,220 | 45,180 | The credit quality of trade receivables that are neither past due nor impaired is assessed by reference to external credit ratings where available; otherwise, historical information relating to counterparty default rates are used. The Group continually assesses the recoverability of trade receivables and the level of provisioning required. Trade receivables are non-interest bearing and are generally on terms of 30 to 90 days. Gross trade receivables are denominated in the following currencies: | | | | | --- | --- | --- | | | 2025 | 2024 | | | £000 | £000 | | Sterling | 27,994 | 24,466 | | US Dollar | 1,227 | 926 | | Euro | 12,091 | 9,216 | | Swedish Krona | 3,289 | 2,830 | | New Zealand Dollar | 4,635 | 2,720 | | Australian Dollar | 18,103 | 4,029 | | Other | 1,281 | 1,507 | | Total | 68,620 | 45,694 | 18. Cash and cash equivalents | | | | | --- | --- | --- | | | 2025 | 2024 | | | £000 | £000 | | Cash and cash equivalents | 18,780 | 18,243 | Cash and cash equivalents are denominated in the following currencies: | | | | | --- | --- | --- | | | 2025 | 2024 | | | £000 | £000 | | Sterling | 4,130 | 4,933 | | Euro | 7,748 | 7,102 | | US Dollar | 2,925 | 485 | | Swedish Krona | (4,150) | (1,942) | | New Zealand Dollar | 2,194 | 2,105 | | Australian Dollar | 2,689 | 2,183 | | Other | 3,244 | 3,377 | | Total | 18,780 | 18,243 | The Swedish Krona overdraft balance above is presented within the cash balance as it is offset by other currency balances within the same entity under a master pooling arrangement. 19. Trade and other payables | | | | | --- | --- | --- | | | 2025 | 2024 | | | £000 | £000 | | Trade payables | 39,821 | 21,224 | | Social security and staff welfare costs | 2,031 | 2,030 | | Sales tax payable | 5,797 | 4,940 | | Accrued expenses | 24,090 | 18,459 | | Total | 71,739 | 46,653 | Trade payables are non-interest bearing and are normally settled on 60-day terms. The presentation of sales tax payable has been updated in the current year, having been included within accrued expenses in the previous financial statements. #### Notes to the Consolidated Financial Statements continued #### For the year ended 31 July 2025 157 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Notes to the Consolidated Financial Statements continued #### For the year ended 31 July 2025 20. Leases | | | | | | | --- | --- | --- | --- | --- | | | | | Fixtures, | | | | | | fittings, tools, | | | | Land and | Plant and | equipment | | | | buildings | machinery | and vehicles | Total | | Right-of-use assets | £000 | £000 | £000 | £000 | | Cost | | | | | | At 1 August 2023 | 36,741 | 66 | 4,683 | 41,490 | | Additions | 897 | – | 776 | 1,673 | | Modifications and other | (790) | – | – | (790) | | Expiration and disposal of leases | (869) | (29) | (535) | (1,433) | | Net foreign currency exchange differences | (893) | (6) | (259) | (1,158) | | At 31 July 2024 | 35,086 | 31 | 4,665 | 39,782 | | Additions | 1,665 | 77 | 1,075 | 2,817 | | On business combinations | 12,052 | 264 | 403 | 12,719 | | Modifications and other | 6,619 | – | 2 | 6,621 | | Expiration and disposal of leases | (5,251) | (7) | (341) | (5,599) | | Transferred to owned assets | – | – | (504) | (504) | | Net foreign currency exchange differences | (586) | (15) | 36 | (565) | | At 31 July 2025 | 49,585 | 350 | 5,336 | 55,271 | | Accumulated depreciation | | | | | | At 1 August 2023 | 9,737 | 31 | 1,820 | 11,588 | | Charge for the period | 3,881 | 13 | 844 | 4,738 | | Expiration and disposal of leases | (869) | (29) | (535) | (1,433) | | Net foreign currency exchange differences | (33) | (2) | 30 | (5) | | At 31 July 2024 | 12,716 | 13 | 2,159 | 14,888 | | Charge for the period | 5,001 | 51 | 1,018 | 6,070 | | Expiration and disposal of leases | (4,897) | (7) | (293) | (5,197) | | Transferred to owned assets | – | – | (224) | (224) | | Net foreign currency exchange differences | (185) | 1 | (31) | (215) | | At 31 July 2025 | 12,635 | 58 | 2,629 | 15,322 | | Net book value | | | | | | At 31 July 2024 | 22,370 | 18 | 2,506 | 24,894 | | At 31 July 2025 | 36,950 | 292 | 2,707 | 39,949 | | | | | | | | --- | --- | --- | --- | --- | | | | | Fixtures, | | | | | | fittings, tools, | | | | Land and | Plant and | equipment | | | Lease liabilities | buildings | machinery | and vehicles | Total | | 2025 | £000 | £000 | £000 | £000 | | At 1 August 2023 | 29,174 | 33 | 2,001 | 31,208 | | Additions | 897 | – | 776 | 1,673 | | Modifications and other | (790) | – | – | (790) | | Interest expense | 721 | 2 | 40 | 763 | | Lease payments | (4,516) | (15) | (1,141) | (5,672) | | Foreign exchange movements | (859) | (4) | (290) | (1,153) | | At 31 July 2024 | 24,627 | 16 | 1,386 | 26,029 | | Additions | 1,665 | 77 | 1,075 | 2,817 | | On business combinations | 12,052 | 277 | 585 | 12,914 | | Modifications and other | 4,531 | – | 2 | 4,533 | | Disposal | (295) | – | – | (295) | | Interest expense | 1,134 | 16 | 106 | 1,256 | | Lease payments | (5,826) | (93) | (1,286) | (7,205) | | Foreign exchange movements | (418) | (13) | 87 | (344) | | At 31 July 2025 | 37,470 | 280 | 1,955 | 39,705 | | Analysis | | | | | | Current | 3,522 | 8 | 1,228 | 4,758 | | Non-current | 21,105 | 8 | 158 | 21,271 | | At 31 July 2024 | 24,627 | 16 | 1,386 | 26,029 | | Current | 5,321 | 97 | 978 | 6,396 | | Non-current | 32,149 | 183 | 977 | 33,309 | | At 31 July 2025 | 37,470 | 280 | 1,955 | 39,705 | The following are amounts recognised in the statement of comprehensive income: | | | | | --- | --- | --- | | | 2025 | 2024 | | | £000 | £000 | | Right-of-use asset depreciation charged to cost of sales | 3,593 | 2,904 | | Right-of-use asset depreciation charged to administrative expenses | 2,477 | 1,834 | | Interest expense | 1,256 | 763 | 158 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() 21. Other financial liabilities | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | Foreign | | | Contingent | | | | | exchange | Deferred | Contingent | consideration | Contingent | | | | forward | consideration | consideration | ClimaRad | consideration | | | | contracts | Fantech | DVS | BV | ERI | Total | | 2025 | £000 | £000 | £000 | £000 | £000 | £000 | | At 1 August 2024 | 192 | – | – | 16,346 | 5,530 | 22,068 | | Additional liabilities | – | 29,604 | – | – | – | 29,604 | | Re-measurement of financial liabilities | – | – | – | 455 | – | 455 | | Fair value | | | | | | | | movement | – | – | 2,572 | 2,023 | 107 | 4,702 | | Unwinding of discount | – | 749 | – | 1,998 | 429 | 3,176 | | Consideration paid | – | – | – | (20,853) | (4,580) | (25,433) | | Fair value | | | | | | | | adjustment | 19 | – | – | – | – | 19 | | Foreign exchange | 4 | (1,543) | – | 31 | 14 | (1,494) | | At 31 July 2025 | 215 | 28,810 | 2,572 | – | 1,500 | 33,097 | | Analysis | | | | | | | | Current | 215 | 28,810 | 2,572 | – | – | 31,597 | | Non-current | – | – | – | – | 1,500 | 1,500 | | Total | 215 | 28,810 | 2,572 | – | 1,500 | 33,097 | | | | | | | | | --- | --- | --- | --- | --- | --- | | | Foreign | Contingent | | | | | | exchange | consideration | Contingent | Contingent | | | | forward | ClimaRad | consideration | consideration | | | | contracts | BV | I-Vent | ERI | Total | | 2024 | £000 | £000 | £000 | £000 | £000 | | At 1 August 2023 | 330 | 8,877 | 4,115 | 7,720 | 21,042 | | Re-measurement of financial | | | | | | | liabilities | – | 870 | – | – | 870 | | Re-measurement of contingent | | | | | | | consideration | – | 6,599 | (1,529) | (316) | 4,754 | | Consideration paid | – | – | (2,566) | (1,874) | (4,440) | | Fair Value adjustment | (138) | – | – | – | (138) | | Foreign exchange | – | – | (20) | – | (20) | | At 31 July 2024 | 192 | 16,346 | – | 5,530 | 22,068 | | Analysis | | | | | | | Current | 192 | 16,346 | – | 5,530 | 22,068 | | Non-current | – | – | – | – | – | | At 31 July 2024 | 192 | 16,346 | – | 5,530 | 22,068 | Consideration liabilities The fair value of contingent consideration is calculated by estimating the future cash flows for the acquired company. These estimates are based on management’s knowledge of the business and how the current economic environment is likely to impact performance. The relevant future cash flows are dependent on the specific terms of the sale and purchase agreement. The assessed contingent liability is discounted to present value using the discount rates for the relevant CGU (note 13). Fantech The deferred consideration liability of £28,692,000, being AUD$60,000,000 (2024: nil) in relation to the current year acquisition has been updated since the acquisition date value to reflect the unwinding of the discount amount to present value and changes in foreign exchange rates between acquisition and year-end. This amount is due to be paid in December 2025. DVS The fair value of DVS contingent consideration at 31 July 2025 was assessed as £2,572,000, NZ$5.8 million (2024: £nil), being the estimated payment for the earnout period for the year ending 31 March 2026. Contingent consideration for this period ranges from NZD0 to NZD9 million based on an EBITDA range of NZD3.5 million – NZD4.0 million. The expected payout has increased due to much improved forecast EBITDA performance in the latter half of this financial year, which is expected to be maintained throughout the remaining earnout period and beyond. The maximum present value of DVS contingent consideration is £4,000,000 and therefore there can be no material variation to the value of the year-end liability as a result of fluctuations in EBITDA performance. ERI The contingent consideration at 31 July 2024 was assessed as £5,530,000, with a range from €0 to €12,400,000, based on EBITDA performance from €4,500,000 to €8,500,000 for year ended 31 December 2024. This earnout was settled in the year. In December 2024, the original contingent consideration from the acquisition of ERI was extended to include a potential payment of €0 to €6,000,000 based on EBITDA performance for the year ending 31 December 2029, with the threshold set at €10,000,000 and the maximum payable at €11,000,000. Based on current expectations, a liability of £1,500,000 has been recognised based on estimated EBITDA performance in the assessment period, discounted to present value. The maximum present value of ERI contingent consideration is £4,400,000 and therefore there can be no material variation to the value of the year-end liability as a result of fluctuations in EBITDA performance. I-Vent On 22 June 2023, the Group acquired the entire share capital of I-Vent. The share purchase agreement included contingent cash consideration based on the estimated future performance for three years post-acquisition for a combined total of up to €15,000,000. The contingent consideration at 31 July 2025 related to the acquisition of I-Vent remains at £nil (2024: £nil). The performance target for the year ended 31 December 2024 was not met in the year. The Group continues to expect that performance in the final assessment year to fall below the earnout threshold. The year 3 contingent consideration range is from €0 to €7,000,000 for the year ending 31 December 2025, based on EBITDA performance from €5,280,000 to €7,500,000. There would be no material variation to the value of the liability should EBITDA performance vary by 10%. #### Notes to the Consolidated Financial Statements continued #### For the year ended 31 July 2025 159 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Notes to the Consolidated Financial Statements continued #### For the year ended 31 July 2025 21. Other financial liabilities continued Consideration liabilities continued ClimaRad On 17 December 2020, the Group acquired 75% of the issued share capital of ClimaRad Holding B.V. and subsidiaries (ClimaRad). Total consideration for the purchase of 75% of the issued share capital was €41,100,000 (£37,100,000) with a commitment to purchase the remaining 24.35% on or before 28 February 2025. The future consideration for the purchase of the remaining 24.35% was set at 24.35% of 13 times the EBITDA of ClimaRad for the financial year ended 31 December 2024, plus the non-controlling interest share of profits earned in the periods up to and including 31 December 2024, less interest and principal on the Vendor loan already paid, subject to a cap of €100 million. The contingent consideration and purchase of the remaining 24.35% was settled in the year, with actual results being above the previous year estimate. Therefore, the liability is nil as at 31 July 2025 (2024: £16,346,000 liability based on estimated EBITDA performance, discounted to present value). Foreign exchange forward contract liabilities The foreign exchange forward contracts are carried at their fair value with the gain or loss being recognised in the Group’s consolidated statement of comprehensive income. Refer to note 27 for the fair value hierarchy the Group uses to determine the fair value of financial instruments. 22. Interest-bearing loans and borrowings | | | | | | | --- | --- | --- | --- | --- | | | 2025 | | 2024 | | | | Current | Non-current | Current | Non-current | | | £000 | £000 | £000 | £000 | | Unsecured – at amortised cost | | | | | | Borrowings under the revolving credit | | | | | | facility (maturing 9 September 2027) | – | 144,730 | – | 49,794 | | Cost of arranging bank loan | – | (1,335) | – | – | | | – | 143,395 | – | 49,794 | | Lease liabilities (note 20) | 6,396 | 33,309 | 4,758 | 21,271 | | Other loans | – | 317 | – | 565 | | ClimaRad vendor loan | – | – | 9,605 | – | | Total | 6,396 | 177,021 | 14,363 | 71,630 | Revolving credit facility – at 31 July 2025 | | | | | | | --- | --- | --- | --- | --- | | | Amount | | | | | | outstanding | Termination | Repayment | | | Currency | £000 | date | frequency | Rate % | | GBP | – | 9 September 2027 | One payment | SONIA + margin% | | Euro | 65,997 | 9 September 2027 | One payment | EURIBOR + margin% | | Australian Dollar | 63,248 | 9 September 2027 | One payment | AUD-BBSY + margin% | | Swedish Krona | 15,485 | 9 September 2027 | One payment | STIBOR + margin% | | Total | 144,730 | | | | Revolving credit facility – at 31 July 2024 | | | | | | | --- | --- | --- | --- | --- | | | Amount | | | | | | outstanding | Termination | Repayment | | | Currency | £000 | date | frequency | Rate % | | GBP | – | 2 December 2025 | One payment | SONIA + margin% | | Euro | 49,794 | 2 December 2025 | One payment | EURIBOR + margin% | | Swedish Krona | – | 2 December 2025 | One payment | STIBOR + margin% | | Total | 49,794 | | | | The interest rate on borrowings includes a margin that is dependent on the consolidated leverage level of the Group in respect of the most recently completed reporting period. For the year ended 31 July 2025, Group leverage was 1.2:1 and therefore the margin will remain at 1.50% from the rate at 31 January 2025. (31 July 2024: Group leverage was below 1.0:1 with the margin at 1.25%). The Group remained comfortably within its banking covenants, which are tested semi-annually. As at 31 July 2025, the multiple of EBITDA to net finance charges was 13.6 (31 July 2024: 14.8), against a covenant minimum ratio of 4.0, and the multiple of net borrowings to EBITDA (leverage) was 1.2 (31 July 2024: 0.4), against a covenant maximum ratio of 3.0. On 10 September 2024, the Group refinanced its bank debt. The old facility was repaid in full. The Group now has in place a £230 million multi-currency ‘Sustainability Linked Revolving Credit Facility’, together with an accordion of up to £70 million. The facility was due to mature in September 2027, with the option to extend for up to two additional years. In August 2025, the Group took the option to extend its multi-currency 'Sustainability Linked Revolving Credit Facility’, together with an accordion of up to £70 million, by a period of 12 months, revising the maturity date to September 2028 and the maximum facility to £200 million. At 31 July 2025, the Group had £85,270,000 (2024: £100,200,000) of its multi-currency revolving credit facility unutilised, plus an unutilised accordion of up to £70,000,000. 160 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() 22. Interest-bearing loans and borrowings continued Changes in liabilities arising from financing activities | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | | Foreign | | | | | | 1 August | Cash | exchange | New/ | Interest | 31 July | | | 2024 | flows | movement | other | payable | 2025 | | | £000 | £000 | £000 | £000 | £000 | £000 | | Non-current interest-bearing loans and borrowings (excluding lease liabilities) | 49,794 | 90,094 | (3,211) | (455) | 7,173 | 143,395 | | Debt related to the business | | | | | | | | combination of VMI | 565 | (248) | – | – | – | 317 | | Lease liabilities | 26,029 | (7,205) | (344) | 19,969 | 1,256 | 39,705 | | ClimaRad vendor loan | 9,605 | (9,663) | (142) | – | 200 | – | | Total liabilities from financing | | | | | | | | activities | 85,993 | 72,978 | (3,697) | 19,514 | 8,629 | 183,417 | The ClimaRad vendor loan was repaid in full in December 2024. | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | | Foreign | | | | | | 1 August | Cash | exchange | New/ | | 31 July | | | 2023 | flows | movement | other | Interest | 2024 | | | £000 | £000 | £000 | £000 | £000 | £000 | | Non-current interest-bearing loans and borrowings (excluding lease liabilities) | 79,369 | (28,451) | (1,124) | – | – | 49,794 | | Debt related to the business | | | | | | | | combination of VMI | 802 | (237) | – | – | – | 565 | | Lease liabilities | 31,208 | (5,672) | (1,153) | 883 | 763 | 26,029 | | ClimaRad vendor loan | 9,771 | – | (166) | – | – | 9,605 | | Total liabilities from financing | | | | | | | | activities | 121,150 | (34,360) | (2,443) | 883 | 763 | 85,993 | The ClimaRad vendor loan was at 5.0% fixed rate of interest. 23. Provisions | | | | | | --- | --- | --- | --- | | | Product | Property | | | | warranties | dilapidations | Total | | 2025 | £000 | £000 | £000 | | At 1 August 2024 | 1,796 | 473 | 2,269 | | On business combinations | 186 | – | 186 | | Arising during the year | 1,684 | 256 | 1,940 | | Utilised | (1,511) | – | (1,511) | | Foreign currency adjustment | (22) | 1 | (21) | | At 31 July 2025 | 2,133 | 730 | 2,863 | | Analysis | | | | | Current | 1,752 | 381 | 2,133 | | Non-current | 381 | 349 | 730 | | Total | 2,133 | 730 | 2,863 | | | | | | | --- | --- | --- | --- | | | Product | Property | | | | warranties | dilapidations | Total | | 2024 | £000 | £000 | £000 | | At 1 August 2023 | 1,625 | 467 | 2,092 | | Arising during the year | 1,869 | 6 | 1,875 | | Utilised | (1,674) | – | (1,674) | | Foreign currency adjustment | (24) | – | (24) | | At 31 July 2024 | 1,796 | 473 | 2,269 | | Analysis | | | | | Current | 1,400 | 50 | 1,450 | | Non-current | 396 | 423 | 819 | | Total | 1,796 | 473 | 2,269 | Product warranties A provision is recognised for warranty costs expected to be incurred in the following 12 months on products sold during the year and in prior years. Product warranties are typically one to two years; however, based on management’s knowledge of the products, claims in relation to warranties after more than 12 months are rare and highly immaterial. #### Notes to the Consolidated Financial Statements continued #### For the year ended 31 July 2025 161 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Notes to the Consolidated Financial Statements continued #### For the year ended 31 July 2025 24. Authorised and issued share capital and reserves | | | | | | --- | --- | --- | --- | | | Number of | | | | | ordinary shares | Ordinary | Share | | | issued and fully | shares | premium | | | paid | £000 | £000 | | At 31 July 2024 and 31 July 2025 | 200,000,000 | 2,000 | 11,527 | The 200,000,000 authorised ordinary shares of £0.01p each. At 31 July 2025, a total of 2,012,770 (2024: 2,151,214) ordinary shares in Volution Group plc were held by the Volution EBT, all of which were unallocated and available for transfer to participants of the Long Term Incentive Plan, Deferred Share Bonus Plan and Sharesave Plan on exercise. During the year, 515,000 ordinary shares in Volution Group plc were purchased by the trustees (2024: 700,000) and 653,444 (2024: 1,019,886) were released by the trustees at £3,694,058 (2024: £3,942,724). The market value of the shares at 31 July 2025 was £13,485,559 (2024: £11,767,140). The Volution EBT has agreed to waive its rights to dividends. 25. Deferred tax liabilities | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | Charged/ | | | On | | | | 1 August | (credited) | Credited | Translation | business | 31 July | | | 2024 | to income | to equity | difference | combinations | 2025 | | 2025 | £000 | £000 | £000 | £000 | £000 | £000 | | Temporary differences | | | | | | | | Depreciation in advance | | | | | | | | of capital allowances | 2,832 | 258 | – | – | – | 3,090 | | Fair value movements of derivative financial | | | | | | | | instruments | (71) | – | – | – | – | (71) | | Development costs, customer base, trademark | | | | | | | | and patents | 14,228 | (2,381) | – | (950) | 18,821 | 29,718 | | Unutilised tax losses | (28) | 28 | – | – | – | – | | Other temporary | | | | | | | | differences | (1,316) | (1,743) | – | 136 | 711 | (2,212) | | Share-based payments | (3,023) | (752) | (514) | – | – | (4,289) | | Deferred tax liabilities | 12,622 | (4,590) | (514) | (814) | 19,532 | 26,236 | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | Charged/ | | | On | | | | 1 August | (credited) | Charge | Translation | business | 31 July | | | 2023 | to income | to equity | difference | combinations | 2024 | | 2024 | £000 | £000 | £000 | £000 | £000 | £000 | | Temporary differences | | | | | | | | Depreciation in advance of capital allowances | 2,896 | (64) | – | – | – | 2,832 | | Fair value movements of derivative financial | | | | | | | | instruments | (123) | 52 | – | – | – | (71) | | Development costs, customer base, trademark | | | | | | | | and patents | 15,147 | (1,816) | – | (216) | 1,113 | 14,228 | | Unutilised tax losses | (1) | (27) | – | – | – | (28) | | Other temporary | | | | | | | | differences | (1,275) | (45) | – | 4 | – | (1,316) | | Share-based payments | (3,307) | (96) | 380 | – | – | (3,023) | | Deferred tax liabilities | 13,337 | (1,996) | 380 | (212) | 1,113 | 12,622 | At 31 July 2025, the Group had not recognised a deferred tax asset in respect of gross tax losses of £5,195,000 (2024: £5,195,000) relating to management expenses, capital losses of £4,098,000 (2024: £4,098,000) arising in UK subsidiaries and overseas gross tax losses of £nil (2024: £nil), as there is insufficient evidence that the losses will be utilised. These losses are available to be carried indefinitely. At 31 July 2025, the Group had no deferred tax liability (2024: £nil) to recognise for taxes that would be payable on the remittance of certain of the Group’s overseas subsidiaries’ unremitted earnings. Deferred tax liabilities have not been recognised as the Group has determined that there are no undistributed profits in overseas subsidiaries where an additional tax charge would arise on distribution. 162 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() 26. Dividends paid and proposed | | | | | --- | --- | --- | | | 2025 | 2024 | | | £000 | £000 | | Cash dividends on ordinary shares declared and paid | | | | Interim dividend for 2025: 3.40 pence per share (2024: 2.80 pence) | 6,727 | 5,538 | | Proposed dividends on ordinary shares | | | | Final dividend for 2025: 7.40 pence per share (2024: 6. 2 0 pence) | 14,651 | 12,278 | An interim dividend payment of £6,727,000 is included in the consolidated statement of cash flows (2024: £5,538,000). A final dividend payment of £12,278,000 is included in the consolidated statement of cash flows relating to 2024 (2024: £10,879,000 relating to 2023). Total dividend payments of £19,005,000 is included in the consolidated statement of cash flows (2024: £16,417,00). The proposed final dividend on ordinary shares is subject to approval at the Annual General Meeting and is not recognised as a liability at 31 July 2025. There are no income tax consequences attached to the payment of dividends in either 2025 or 2024 by the Group to its shareholders. 27. Risk management As a result of entering into financial instruments, the Group is exposed to market risk, credit risk, foreign exchange risk and liquidity risk. The Group’s principal financial instruments are: • interest-bearing loans and borrowings; • trade and other receivables, trade and other payables, cash and short-term deposits; and • foreign exchange forward contracts. Derivative financial instruments The Group uses forward foreign currency contracts to reduce exposure to foreign exchange risk. Forward foreign currency contracts The Group’s purchases in foreign currencies, net of Group sales in those currencies, represent approximately 16% (2024: 7%) of total material and component purchases. Each quarter the Group enters into forward exchange contracts for the purchase of the budgeted monthly net expenditure in US Dollars for the following rolling 12–15 months. Hedge accounting is not applied for these derivatives. The Group’s criteria for entering into a forward foreign currency contract would require that the instrument must: • be related to anticipated foreign currency commitment; • involve the same currency as the foreign currency commitment; and • reduce the risk of foreign currency exchange movements on the Group’s operations. Market risk Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risks, such as equity price risk and commodity risk. The Group’s exposure is primarily to the financial risks of changes in foreign currency exchange rates and interest rates. The Group enters into derivative financial instruments to manage its exposure to these risks when appropriate. At 31 July 2025, the Group had commitments under forward foreign exchange contracts with varying settlement dates to 6 July 2026 (2024: 3 July 2025). See note 21 for fair values. Sensitivity analysis The Group recognises that movements in certain risk variables (such as interest rates or foreign exchange rates) might affect the value of its derivatives and also the amounts recorded in its equity in the overseas entities and its statement of comprehensive income for the period. Therefore the Group has assessed: • what would be reasonably possible changes in the risk variables at the end of the reporting period; and • the effects on profit or loss and equity if such changes in the risk variables were to occur. Interest rate risk The following table demonstrates the sensitivity to a reasonably possible change in interest rates on the Group’s floating rate loans and borrowings which at the relevant reporting dates are not hedged. With all other variables being constant the Group’s profit before tax is affected through the impact on floating rate borrowings as follows. There is only an immaterial impact on the Group’s equity. | | | | | --- | --- | --- | | | | Effect on | | | | profit | | | Increase in | before tax | | | basis points | £000 | | 31 July 2025 | | | | Sterling | +25 | – | | Swedish Krona | +25 | (39) | | Australian Dollar | +25 | (158) | | Euro | +25 | (165) | #### Notes to the Consolidated Financial Statements continued #### For the year ended 31 July 2025 163 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Notes to the Consolidated Financial Statements continued #### For the year ended 31 July 2025 27. Risk management continued | | | | | --- | --- | --- | | | | Effect on | | | | profit | | | Increase in | before tax | | 31 July 2024 | basis points | £000 | | Sterling | +25 | – | | Swedish Krona | +25 | – | | Euro | +25 | (124) | The assigned movement in basis points for interest rate sensitivity analysis is based upon the currently observable market environment. The Group’s cash balances are held in bank current accounts and earn immaterial levels of interest. Management has concluded that any changes in the SONIA and STIBOR rates will have an immaterial impact on interest income earned on the Group’s cash balances. No interest rate sensitivity has been included in relation to the Group’s cash balances. Foreign currency risk The Group’s exposure to foreign exchange risk primarily arises when revenue and expenses are denominated in a different currency from the Group’s presentational currency and translated into GBP for consolidation into the Group’s results. Foreign exchange risk also arises when the individual entities enter into transactions that are not denominated in their functional currency. The following tables illustrate the impact of several changes to the spot GBP/USD, GBP/EUR, GBP/SEK, GBP/NZ$ and GBP/AUD exchange rates of +5% weakening of GBP. The tables below reflect the impact on profit before tax and equity if those changes were to occur. Only the impact of changes in the SEK, USD, EUR, NZD and AUD denominated balances has been considered as these are the most significant non-GBP denominations used by the Group. | | | | | | --- | --- | --- | --- | | | | Effect on profit before tax | | | | Change in | | | | | GBP vs USD/ | | | | | SEK/EUR/DKK/ | 2025 | 2024 | | | NZD/AUD rate | £000 | £000 | | Swedish Krona | 5% | 528 | 519 | | US Dollar | 5% | (226) | (255) | | Euro | 5% | 1,492 | 642 | | New Zealand Dollar | 5% | 246 | 261 | | Australian Dollar | 5% | 521 | 294 | | | | | | | --- | --- | --- | --- | | | | Effect on equity | | | | Change in | | | | | GBP vs USD/ | | | | | SEK/EUR/DKK/ | 2025 | 2024 | | | NZD/AUD rate | £000 | £000 | | Swedish Krona | 5% | (593) | (752) | | Euro | 5% | 728 | 582 | | New Zealand Dollar | 5% | (793) | (232) | | Australian Dollar | 5% | 59 | (38) | Hedge of net investments in foreign operations The Euro, Swedish Krona and Australian Dollar denominated loans at 31 July 2025, which can be found in note 22, have been designated as a hedge of the net investments in the subsidiaries in Nordics, Europe and Australia. The borrowing is being used to hedge the Group’s exposure to the foreign exchange risk on these investments. Gains or losses on the retranslation of this borrowing are transferred to other comprehensive income to offset any gains or losses on translation of the net investments in the subsidiaries. There is an economic relationship between the hedged items and the hedging instrument as the net investments create a translation risk that will match the foreign exchange risk on the borrowing. The underlying risk of the hedging instrument is identical to the hedged risk component. The hedging gain recognised in other comprehensive income before tax is equal to the change in fair value used for measuring effectiveness. There is no ineffectiveness recognised in profit or loss and we do not expect there to be any. 164 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() 27. Risk management continued Liquidity risk Liquidity risk for the Group arises from the management of working capital commitments and meeting its financial obligations as they fall due. The Group’s policy is to regularly review cash flow forecasts/ projections as well as information regarding cash balances to ensure that it has significant cash to allow it to meet its liabilities when they become due. The Group reviews its long-term funding requirements in parallel with its long-term strategy, with an objective of aligning both in a timely manner. At the reporting date, forecasts indicate that the Group is expected to have sufficient liquidity to meet its financial obligations for at least the next three years. The table below summarises the maturity profile of the Group’s significant undiscounted financial liabilities at 31 July 2025. | | | | | | | --- | --- | --- | --- | --- | | | Less than | Between one | More than | | | | one year | and five years | five years | Total | | At 31 July 2025 | £000 | £000 | £000 | £000 | | Financial liabilities | | | | | | Interest-bearing loans and borrowings | | | | | | (excluding interest and lease liabilities) | – | 144,730 | – | 144,730 | | Lease liabilities | 7,858 | 21,485 | 17,999 | 47,342 | | Forward foreign currency exchange outflow | 18,178 | – | – | 18,178 | | Forward foreign currency exchange inflow | (17,962) | – | – | (17,962) | | Deferred consideration – Fantech | 29,191 | – | – | 29,191 | | Contingent consideration – DVS | 4,015 | – | – | 4,015 | | Contingent consideration – ERI | – | 1,788 | – | 1,788 | | Trade and other payables and other accrued | | | | | | expenses | 63,910 | – | – | 63,910 | | | 105,190 | 168,003 | 17,999 | 291,192 | The table below summarises the maturity profile of the Group’s significant undiscounted financial liabilities at 31 July 2024. | | | | | | | --- | --- | --- | --- | --- | | | Less than | Between one | More than | | | | one year | and five years | five years | Total | | At 31 July 2024 | £000 | £000 | £000 | £000 | | Financial liabilities | | | | | | Interest-bearing loans and borrowings | | | | | | (excluding interest and lease liabilities) | – | 49,794 | – | 49,794 | | Lease liabilities | 5,196 | 12,274 | 10,708 | 28,178 | | ClimaRad vendor loan | 9,605 | – | – | 9,605 | | Forward foreign currency exchange outflow | 17,127 | – | – | 17,127 | | Forward foreign currency exchange inflow | (16,935) | – | – | (16,935) | | Contingent consideration – ClimaRad BV | 18,054 | – | – | 18,054 | | Contingent consideration – ERI | 5,900 | – | – | 5,900 | | Trade and other payables and other accrued | | | | | | expenses | 44,623 | – | – | 44,623 | | | 83,570 | 62,068 | 10,708 | 156,346 | Fair values of financial assets and financial liabilities There are no material differences between the book values and fair values for any of the Group’s financial instruments carried at amortised cost. Derivative financial instruments have been valued using other techniques, for which all inputs that have a significant effect on the recorded fair value are observable, either directly or indirectly. Credit risk Credit risk is the risk of financial loss to the Group if a customer or counterparty fails to meet its contractual obligations under a financial instrument or customer contract, leading to a financial loss. The Group is mainly exposed to credit risk from its operating activities (primarily for trade receivables – credit sales) and from cash and cash equivalents and deposits with banks and financial institutions and other financial instruments. Trade receivables Customer credit risk is managed by each business unit subject to the Group’s established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive credit rating scorecard and individual credit limits are defined in accordance with this assessment. Outstanding customer receivables and contract assets are regularly monitored and any shipments to major customers are generally covered by credit insurance obtained from reputable banks and other financial institutions. #### Notes to the Consolidated Financial Statements continued #### For the year ended 31 July 2025 165 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Notes to the Consolidated Financial Statements continued #### For the year ended 31 July 2025 27. Risk management continued Trade receivables continued An impairment analysis is performed at each reporting date using a provision matrix to measure expected credit losses. The provision rates are based on days past due for groupings of various customer segments with similar loss patterns (i.e. by geographical region, product type, customer type and rating, and coverage by credit insurance). The calculation reflects the probability-weighted outcome, the time value of money and reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions. Generally, trade receivables are written off if past due for more than one year and are not subject to enforcement activity. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial asset disclosed in note 17. The Group does not hold collateral as security. The credit insurance is considered an integral part of trade receivables and considered in the calculation of impairment. Set out below is the information about the credit risk exposure on the Group’s trade receivables and contract assets using a provision matrix: | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | <30 | 30–60 | 61–90 | >91 | | | | Current | days | days | days | days | Total | | 31 July 2025 | £000 | £000 | £000 | £000 | £000 | £000 | | Expected credit loss rate | 0.1% | 0.8% | 5.2% | 10.4% | 21.7% | | | Estimated total gross carrying amount at default | 58,201 | 8,051 | 1,214 | 268 | 886 | 68,620 | | Expected credit loss | 51 | 66 | 63 | 28 | 192 | 400 | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | <30 | 30–60 | 61–90 | >91 | | | | Current | days | days | days | days | Total | | 31 July 2024 | £000 | £000 | £000 | £000 | £000 | £000 | | Expected credit loss rate | <0.2% | <0.1% | 1.1% | 8.6% | 35.0% | | | Estimated total gross carrying amount at default | 42,089 | 2,125 | 470 | 81 | 1,241 | 46,006 | | Expected credit loss | 66 | 2 | 5 | 7 | 434 | 514 | Financial instruments and cash deposits Credit risk from balances with banks and financial institutions is managed in accordance with the Group’s policy. The Group deposits cash with reputable financial institutions, from which management believes the possibilities of loss to be remote. The Group’s maximum exposure to credit risk for the components of the statement of financial position at 31 July 2025 and 2024 is the carrying amount. The Group’s maximum exposure to derivative financial instruments is noted in either note 21 or in the liquidity tables included under liquidity risk. Capital risk management The primary objective of the Group’s capital management policy is to ensure that it has the capital required to operate and grow the business at a reasonable cost of capital without incurring undue financial risks. The Board periodically reviews its capital structure to ensure it meets changing business needs. The Group defines its capital as its share capital (excluding treasury shares), share premium account, foreign currency translation reserves and retained earnings. In addition, the Directors consider the management of debt to be an important element in controlling the capital structure of the Group. The Group may carry significant levels of long-term structural and subordinated debt to fund acquisitions and has arranged debt facilities to allow for fluctuations in working capital requirements. There have been no changes to the capital management policy in the current period. Management manages capital on an ongoing basis to ensure that covenant requirements on third party debt are met. Fair value hierarchy The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique: • Level 1 – quoted (unadjusted) prices in active markets for identical assets or liabilities; • Level 2 – other techniques for which all inputs that have a significant effect on the recorded fair value are observable, either directly or indirectly; and • Level 3 – techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data. Financial instruments carried at fair value comprise the derivative financial instruments in note 21 and the contingent consideration in notes 15 and 21. For hierarchy purposes derivative financial instruments are deemed to be Level 2 as external valuers are involved in the valuation of these contracts. Their fair value is measured using valuation techniques including the DCF model. Inputs to this calculation include the expected cash flows in relation to these derivative contracts and relevant discount rates. Contingent consideration is deemed to be Level 3, with the unobservable inputs being forecast future performance; see note 21 for details on the valuation techniques used to measure the fair value. 28. Related party transactions Transactions between Volution Group plc and its subsidiaries, and transactions between subsidiaries, are eliminated on consolidation and are not disclosed in this note. A breakdown of transactions between the Group and its related parties is disclosed below. No related party loan note balances exist at 31 July 2025 or 31 July 2024. There were no material transactions or balances between the Company and its key management personnel or members of their close family other than the compensation shown below. At the end of the period, key management personnel did not owe the Company any amounts. The Companies Act 2006 and the Directors’ Remuneration Report Regulations 2013 require certain disclosures of Directors’ remuneration. The details of the Directors’ total remuneration are provided in the Directors’ Remuneration Report (see pages 111 to 124). 166 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() 28. Related party transactions continued Compensation of key management personnel | | | | | --- | --- | --- | | | 2025 | 2024 | | | £000 | £000 | | Short-term employee benefits | 4,802 | 4,888 | | Share-based payment charge (see note 31) | 1,018 | 904 | | Total | 5,820 | 5,792 | Key management personnel is defined as the CEO, the CFO and the 10 (2024: 15) individuals who report directly to the CEO. Due to the internal senior management restructure the CEO has less direct reports as there are now three senior regional leads compared with 8 in the prior year. The Group also incurred fees and expenses of £468,000 (2024: £414,000) in respect of Claire Tiney, Amanda Mellor, Nigel Lingwood, Margaret Amos, Jonathan Davis, Celia Baxter and Emmanuelle Dubu for their services as Non-Executive Directors. 29. Group structure details At 31 July 2025, Volution Group plc held 100% of the voting shares of the following subsidiaries: | | | | | --- | --- | --- | | | | Country of | | Group company | Principal activity | incorporation | | Direct | | | | Windmill Topco Limited 1 | Dormant | England | | Volution Holdings Limited 1 | Intermediate holding company | England | | Energy Technique Limited 1 | Dormant | England | | Indirect | | | | Windmill Midco Limited 1 | Dormant | England | | Windmill Cleanco Limited 1 | Dormant | England | | Windmill Bidco Limited 1 | Dormant | England | | Manrose Manufacturing Limited 1 | Non-trading | England | | Volution Ventilation Group Limited 1 | Intermediate holding company | England | | Torin-Sifan Limited 1 | Original equipment manufacturer | England | | Anda Products Limited 1 | Non-trading | England | | Axia Fans Limited 1 | Non-trading | England | | Roof Units Limited 1 | Non-trading | England | | Torin Limited 1 | Non-trading | England | | Vent-Axia Limited 1 | Non-trading | England | | Vent-Axia Clean Air Systems Limited 1 | Non-trading | England | | Vent-Axia Group Limited 1 | HR services to Group | England | | ET Environmental Limited 1 | Non-trading | England | | | | | | --- | --- | --- | | | | Country of | | Group company | Principal activity | incorporation | | Diffusion Environmental Systems Limited 1 | Non-trading | England | | NVA Services Limited 1 | Non-trading | England | | SW National Ventilation Limited 1 | Non-trading | England | | Airtech Humidity Controls Limited 1 | Non-trading | England | | Sens-Air Limited 1 | Non-trading | England | | Breathing Buildings Limited 1 | Non-trading | England | | Volution Ventilation UK Limited 1 | Ventilation products | England | | Volution Holdings Sweden AB 2 | Intermediate holding company | Sweden | | Volution Sweden AB 2 | Ventilation products | Sweden | | VoltAir System AB 3 | Ventilation products | Sweden | | Volution Norge AS 4 | Ventilation products | Norway | | inVENTer GmbH 5 | Ventilation products | Germany | | Volution Management Holdings GmbH 5 | Intermediate holding company | Germany | | Volution Deutschland Real Estate GmbH 5 | Property holding company | Germany | | Ventilair Group International 6 | Intermediate holding company | Belgium | | Ventilair Group Belgium BVBA 6 | Ventilation products | Belgium | | Ventilair Group Netherlands B.V. 7 | Ventilation products | Netherlands | | Vent-Axia B.V. 7 | Ventilation products | Netherlands | | Simx Limited 8 | Ventilation products | New Zealand | | Volution Ventilation New Zealand Limited 8 | Intermediate holding company | New Zealand | | Oy Pamon Ab 9 | Ventilation products | Finland | | Air Connection ApS 10 | Ventilation products | Denmark | | Ventair Pty Limited 11 | Ventilation products | Australia | | Volution Ventilation Australia Limited 11 | Ventilation products | Australia | | Volution Ventilation Holdings B.V 12 | Intermediate holding company | Netherlands | | ClimaRad Holding B.V 12 | Intermediate holding company | Netherlands | | ClimaRad BV 12 | Ventilation products | Netherlands | | ClimaRad d.o.o 13 | Ventilation products | Bosnia | | ERI Corporation DOO Bitola 13 | Ventilation products | North Macedonia | | ERI Corporation SRL 14 | Ventilation products | Italy | | Energy Recovery Industries Trading SLU 15 | Ventilation products | Spain | | Energy Recovery Industries Corporation Limited 1 | Ventilation products | England | | Ventilairsec 16 | Ventilation products | France | | Neosfair 17 | Ventilation products | France | | I-VENT doo 18 | Ventilation products | Slovenia | #### Notes to the Consolidated Financial Statements continued #### For the year ended 31 July 2025 167 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Notes to the Consolidated Financial Statements continued #### For the year ended 31 July 2025 | | | | | --- | --- | --- | | | | Country of | | Group company | Principal activity | incorporation | | Lunos Hrvatska d.o.o 19 | Ventilation products | Croatia | | DVS 8 | Ventilation products | New Zealand | | Hawthorns Newco Limited 20 | Intermediate holding company | Jersey | | Les Creux Australia Pty 21 | Intermediate holding company | Australia | | Fantech Group Pty Ltd 21 | Intermediate holding company | Australia | | The Ventilation Warehouse Pty Ltd 21 | Non-trading | Australia | | Idealair Group Pty Ltd 21 | Ventilation products | Australia | | FanShack Pty Ltd 21 | Non-trading | Australia | | Major Air Pty Ltd 21 | Non-trading | Australia | | NCS Acoustics Ltd 22 | Ventilation products | New Zealand | | The Ventilation Warehouse (NZ) Ltd 23 | Non-trading | New Zealand | | Fantech (NZ) Ltd 23 | Ventilation products | New Zealand | | Burra Sheetmetal Pty Ltd 21 | Ventilation products | Australia | | Systemaire Pty Ltd | Non-trading | Australia | | Fantech Pty Ltd 21 | Ventilation products | Australia | | Air Design Pty 21 | Non-trading | Australia | | Fantech Services Pty 21 | Ventilation products | Australia | Registered offices 1. Fleming Way, Crawley, West Sussex RH10 9YX. 2. Gransholmsvägen 136, 35599 Gemla, Sweden. 3. Box 7033, 12107 Stockholm-Globen, Sweden. 4. Professor Birkelands vei 24B, 1081 Oslo, Norway. 5. inVENTer-Straße 1, 07751 Löberschütz, Germany. 6. Pieter Verhaeghestraat 8, 8520 Kuurne, Belgium. 7. Kerver 16, 5521 DB Eersel, the Netherlands. 8. 1 Haliday Place, East Tamaki, Auckland, 2013, New Zealand. 9. Keskikankaantie 17, 15680 Hollola, Finland. 10. Rude Havvej 17B, DK-8300 Odder, Denmark. 11. 4 Capital Pl, Carrum Downs VIC 3201, Australia. 12. Lübeckstraat 25, 7575 EE Oldenzaal, the Netherlands. 13. Kamenolom 10, 71215 Blazuj, Sarajevo, Bosnia and Herzegovina. 14. BURSA 124 7000, Bitola, North Macedonia. 15. Via Modigliani 90 81031 Aversa, Italy. 16. Calle Pere Dezcallar I Net 11 Planta 2, 07003 Palma De Mallorca Illes Balears, Spain. 17. 16 Rue des Imprimeurs, 44220 Couëron, France. 18. Robbova ulica 2, 1000 Ljubljana, Slovenia. 19. Zagreb (Grad Zagreb), Samoborska cesta 153A, Croatia. 20. First Floor, Suite 144, Liberation Station, Esplanade, St. Helier, JE2 3AS, Jersey. 21. 63 Vision Street Dandenong South Vic 3175, Australia. 22. 112 Takanini School Road, Takanini, 2105, New Zealand. 23. 7 Lovell Court, Rosedale, Auckland, 0632, New Zealand. Volution Group plc acquired the remaining 24.35% of the voting shares of Volution Ventilation Holdings B.V, and its subsidiaries during the year. Torin-Sifan Limited, Volution Holdings Limited, Volution Ventilation Group Limited, Vent-Axia Group Limited and Energy Recovery Industries Corporation Limited are exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of Section 479A of that Act. In accordance with Section 479C of the Companies Act 2006, the Company has provided guarantees in respect of the liabilities of these companies. 30. Commitments and contingencies Commitments for the acquisition of property, plant and equipment as of 31 July 2025 are £404,000 (2024: £626,000). 29. Group structure details continued 168 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() 31. Share-based payments The Company operates a share-based incentive scheme for Directors and key employees, known as the Volution Long Term Incentive Plan (LTIP). Share options are granted each year with the latest share options being granted in October 2024; these nil-cost options normally vest after three years assuming continuing employment with the Company. The extent to which the options will vest is dependent upon the Company’s performance over a three-year period set at the date of grant. The vesting of the awards will be determined by the Company’s relative total shareholder return (TSR) performance, ESG performance and EPS growth. A Return on Invested Capital (ROIC) underpin will apply from FY25. The TSR element of the options granted has been valued using the Group’s share price volatility, the correlation between the share price movements of TSR comparators and the relevant vesting schedule. | | | | | --- | --- | --- | | | 2025 | 2024 | | Outstanding at 1 August | 3,232,977 | 3,639,160 | | Granted during the year | 491,917 | 696,754 | | Dividend equivalent added on vesting | 15,244 | 30,409 | | Exercised during the year | (419,901) | (1,050,589) | | Lapsed during the year | (109,822) | (82,757) | | Outstanding at 31 July | 3,210,415 | 3,232,977 | | Vested and Exercisable | 1,441,144 | 1,552,724 | The weighted average share price at the date of exercise of vested shares during the year was £5.65 (2024: £3.87). The weighted average exercise price for all options is £nil. The weighted average fair value of each option granted during the year was £4.41 (2024: £3.75). The weighted average remaining contractual life for the share options outstanding as at 31 July 2025 was 6.7 years (2024: 7.0 years). The following information is relevant in the determination of the fair value of options granted during the year under the LTIP: | | | | --- | --- | | | 2025 | | Option pricing model used | Monte Carlo | | Weighted average share price at grant date (£) | 5.03 | | Exercise price (£) | nil | | Expected dividend yield (£) | nil | | Expected life (years) | 2.5 | | Expected volatility | 30.5% | | Risk-free interest rate | 3.8% | The volatility assumption, measured at the standard deviation of expected share price returns, is based on a statistical analysis of share prices over a period commensurate with the expected life of the option. The share-based remuneration expense comprises: | | | | | --- | --- | --- | | | 2025 | 2024 | | | £000 | £000 | | Equity-settled schemes | 2,154 | 1,200 | | | 2,154 | 1,200 | The Group did not enter into any share-based payment transactions with parties other than employees during the current or previous periods. 32. Events after the reporting period There have been no events after the reporting period requiring disclosure. #### Notes to the Consolidated Financial Statements continued #### For the year ended 31 July 2025 169 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Notes to the Consolidated Financial Statements continued #### For the year ended 31 July 2025 33. Glossary of terms Adjusted basic and diluted EPS: calculated by dividing the adjusted profit/(loss) for the period attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share amounts are calculated by dividing the adjusted net profit/(loss) attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the period plus the weighted average number of ordinary shares that would be issued on conversion of any dilutive potential ordinary shares into ordinary shares. Adjusted EBITA: adjusted operating profit before amortisation. Adjusted EBITDA: adjusted operating profit before depreciation and amortisation. Adjusted finance costs: finance costs before net gains or losses on financial instruments at fair value and the exceptional write-off of unamortised loan issue costs upon refinancing. Adjusted operating cash flow: adjusted EBITDA plus or minus movements in operating working capital, less net investments in property, plant and equipment and intangible assets. Adjusted operating profit: operating profit before exceptional operating costs, fair value movement on contingent consideration and amortisation of assets acquired through business combinations. Adjusted profit after tax: profit after tax before exceptional operating costs, fair value movement on contingent consideration, unwinding of discounting on contingent consideration exceptional write-off of unamortised loan issue costs upon refinancing, net gains, or losses on financial instruments at fair value, amortisation of assets acquired through business combinations and the tax effect on these items. Adjusted profit before tax: profit before tax before exceptional operating costs, fair value movement on contingent consideration, unwinding of discounting on contingent consideration, exceptional write-off of unamortised loan issue costs upon refinancing, net gains, or losses on financial instruments at fair value and amortisation of assets acquired through business combinations. Adjusted tax charge: the reported tax charge less the tax effect on the adjusted items. CAGR: compound annual growth rate. Cash conversion: calculated by dividing adjusted operating cash flow by adjusted EBITA. Constant currency: to determine values expressed as being at constant currency we have converted the income statement of our foreign operating companies for the year ended 31 July 2025 at the average exchange rate for the year ended 31 July 2024. In addition, we have converted the UK operating companies’ sale and purchase transactions in the year ended 31 July 2024, which were denominated in foreign currencies, at the average exchange rates for the year ended 31 July 2023. EBITA: profit before net finance costs, tax and amortisation. EBITDA: profit before net finance costs, tax, depreciation and amortisation. Net debt: bank borrowings and lease liabilities less cash and cash equivalents. Operating cash flow: EBITDA plus or minus movements in operating working capital, less share-based payment expense, less net investments in property, plant and equipment and intangible assets. ROIC: measured as adjusted operating profit for the year divided by average net assets adding back net debt, acquisition-related liabilities, and historic goodwill and acquisition-related amortisation charges (net of the associated deferred tax). 170 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Parent Company Statement of Financial Position #### At 31 July 2025 Notes 2025 £000 2024 £000 ASSETS Non-current assets Property, plant and equipment 4 81 110 Investments 5 199,322 199,322 Deferred tax asset 6 4,357 3,423 Total non-current assets 203,760 202,855 Current assets Other receivables and prepayments 7 266,259 121,937 Cash and short-term deposits 222 469 Total current assets 266,481 122,406 Total assets 470,241 325,261 LIABILITIES Current liabilities Trade and other payables 9 (30,702) (24,291) Other current financial liabilities 8 (283) (313) Total current liabilities (30,985) (24,604) Non-current liabilities Interest-bearing loans and borrowings 10 (143,395) (49,794) Total non-current liabilities (143,395) (49,794) Total liabilities (174,380) (74,398) Net assets 295,861 250,863 Notes 2025 £000 2024 £000 Capital and reserves Share capital 11 2,000 2,000 Share premium 11,527 11,527 Treasury shares (2,999) (2,250) Share-based payment reserve 6,209 5,200 Capital reserve (273) (273) Retained earnings 279,397 234,659 Total equity 295,861 250,863 As permitted by Section 408 of the Companies Act 2006, the Company’s income statement has not been included in these financial statements. The Company’s profit for the year ended 31 July 2025 was £6 3 .6 million (2024: £33.4 million). The financial statements on pages 171 to 177 of Volution Group plc (registered number: 09041571) were approved by the Board of Directors and authorised for issue on 8 October 2025. On behalf of the Board Ronnie George Andy O’Brien Chief Executive Officer Chief Financial Officer 8 October 2025 8 October 2025 171 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Parent Company Statement of Changes in Equity #### For the year ended 31 July 2025 Share capital £000 Share premium £000 Treasury shares £000 Share-based payment reserve £000 Capital reserve £000 Retained earnings £000 Total £000 At 1 August 2023 2,000 11,527 (2,390) 5,357 (273) 219,365 235,586 Profit for the year – – – – – 33,370 33,370 Total comprehensive income – – – – – 33,370 33,370 Share-based payment – – – 1,056 – – 1,056 Purchase of own shares – – (2,732) – – – (2,732) Vesting of share options – – 2,872 (1,213) – (1,659) – Dividends paid – – – – – (16,417) (16,417) At 31 July 2024 2,000 11,527 (2,250) 5,200 (273) 234,659 250,863 Profit for the year – – – – – 63,643 63,643 Total comprehensive income – – – – – 63,643 63,643 Share-based payment – – – 2,668 – – 2,668 Purchase of own shares – – (3,003) – – – (3,003) Vesting of share options – – 2,254 (1,659) – 100 695 Dividends paid – – – – – (19,005) (19,005) At 31 July 2025 2,000 11,527 (2,999) 6,209 (273) 279,397 295,861 172 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Parent Company Statement of Cash Flows #### For the year ended 31 July 2025 Notes 2025 £000 2024 £000 Operating activities Profit for the year after tax 63,643 33,369 Adjustments to reconcile profit for the year to net cash flow from operating activities: Income tax for the year (4,152) (3,258) Finance income (185) (639) Finance costs 7,66 1 5,126 Effect of exchange on foreign denominated loans (3,211) (1,124) Share-based payment expense 2,154 1,200 Depreciation of property, plant and equipment 4 33 33 Working capital adjustments: (Increase)/Decrease in other receivables and prepayments (140,589) 16,842 Increase in trade and other payables 5,467 2 Net cash flow (used in)/generated from operating activities (69,179) 51,551 Notes 2025 £000 2024 £000 Investing activities Purchase of property, plant and equipment 4 (4) (5) Proceeds from disposal of property, plant and equipment – 3 Interest received 155 – Net cash flow generated from/(used in) investing activities 151 (2) Financing activities Interest paid (6,231) (4,598) Repayment of interest-bearing loans and borrowings (100,681) (56,734) Proceeds from new borrowings 198,828 28,283 Issue costs of new borrowings (1,822) – Dividend paid to equity holders 12 (19,005) (16,417) Purchase of own shares (2,308) (2,732) Net cash flow generated from/(used in) financing activities 68,781 (52,198) Net (decrease) in cash and cash equivalents (247) (649) Cash and cash equivalents at the start of the year 469 1,118 Cash and cash equivalents at the end of the year 222 469 173 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Notes to the Parent Company Financial Statements #### For the year ended 31 July 2025 1. General information These financial statements were approved and authorised for issue by the Board of Directors of Volution Group plc (the Company) on 8 October 2025. The Company is a public limited company and is incorporated and domiciled in the UK (registered number: 09041571). The share capital of the Company is listed on the London Stock Exchange. The address of its registered office is Fleming Way, Crawley, West Sussex RH10 9YX. 2. Accounting policies Basis of preparation The financial statements are prepared in accordance with UK-adopted international accounting standards (IFRS) and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards. The financial statements are presented in GBP (£), rounded to the nearest thousand (£000) unless otherwise stated. They have been prepared under the historical cost convention. The policies applied by the Company are consistent with those set out in the notes to the consolidated financial statements. The following additional policies are also relevant to the Company financial statements. Investments (note 5) Investments in subsidiary undertakings are valued at cost, being the fair value of the consideration given and including directly attributable transaction costs. The carrying value is reviewed for impairment if events or changes in circumstances indicate the carrying value may not be recoverable. Dividends received Dividend income is recognised when the Company’s right to receive the payment is established, which is generally when the shareholders approve the dividend. Financial instruments For detailed disclosures of financial instruments refer to note 27 of the Group financial statements. New standards and interpretations The standards or interpretations listed below have become effective since 1 August 2024 for annual periods beginning on or after 1 January 2024 and had no material impact on these financial statements. • Amendments to IAS 1 ‘Classification of liabilities as current or non-current’; • Amendments to IFRS 16 ‘Lease liability in a sale and leaseback’; • Amendments to IAS 1 ‘Non-current liabilities with covenants’; and • Amendments to IAS 7 ‘Supplier finance arrangements’. At the date of authorisation of these financial statements, the Company has not applied the following new and revised IFRS Standards that have been issued but are not yet effective. The following amendments become effective after 1 January 2027: • Amendments to IFRS 18 ‘Presentation and disclosure in financial statements’. The Directors do not expect that the adoption of the Standards listed above will have a material impact on the consolidated financial statements of the Company in future periods. Accounting judgements and key sources of estimation uncertainty In the application of the Company accounting policies, management is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The Directors have concluded that there are no key judgements or major sources of estimation uncertainty that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year. 3. Staff costs 2025 £000 2024 £000 Wages and salaries 5,271 5,047 Social security costs 414 379 Share-based payment charge 2,154 1,200 Defined contribution pension costs 94 92 7,933 6,718 Total contributions payable in the next financial year are expected to be at rates broadly similar to those in 2024/25 but based on actual salary levels in 2025/26. Average monthly number of employees in the year 2025 Number 2024 Number Administration 20 19 Directors’ remuneration 2025 £000 2024 £000 Amounts paid in respect of qualifying services Directors’ remuneration 4,335 3,265 Non-Executive Directors’ remuneration 468 414 Directors’ cash payment in lieu of employer’s pension contribution 54 43 Directors’ pension scheme contributions – – The number of Directors accruing benefits under Company money purchase pension arrangements was £nil (2024: £nil). The aggregate amount of gains made by the directors on the exercise of share options was £1,329,000 (2024: £3,098,000). 174 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Notes to the Parent Company Financial Statements continued #### For the year ended 31 July 2025 3. Staff costs continued The Company also incurred fees and expenses of £468,000 (2024: £414,000) in respect of Claire Tiney, Amanda Mellor, Nigel Lingwood, Margaret Amos, Jonathan Davis, Celia Baxter and Emmanuelle Dubu for their services as Non-Executive Directors. 4. Property, plant and equipment 2025 Fixtures, fittings, and equipment £000 Total £000 Cost At 1 August 2023 302 302 Additions 5 5 Disposals (21) (21) At 31 July 2024 286 286 Additions 4 4 Disposals (1) (1) At 31 July 2025 289 289 Accumulated depreciation At 1 August 2023 162 162 Disposals (19) (19) Charge for the year 33 33 At 31 July 2024 176 176 Disposals (1) (1) Charge for the year 33 33 At 31 July 2025 208 208 Net book value At 31 July 2024 110 110 At 31 July 2025 81 81 5. Investments £000 Cost and net book value At 31 July 2024 and 31 July 2025 199,322 For a list of the subsidiaries in which Volution Group plc held 100% of the voting shares as at 31 July 2025, see note 29 of the Group financial statements. The Company has considered whether there is objective evidence that the investment in subsidiaries is impaired. Considering models and assumptions consistent with those used for the Group goodwill impairment testing (see note 13 of the Group financial statements), no indicator of impairment has been identified. 6. Deferred tax assets Deferred tax assets and liabilities arise from the following: 1 August 2024 £000 Charged to income £000 Credit to equity £000 31 July 2025 £000 Deferred tax asset Temporary differences 3,423 420 514 4,357 1 August 2023 £000 Credit to income £000 Credit to equity £000 31 July 2024 £000 Deferred tax asset Temporary differences 3,417 386 (380) 3,423 7. Other receivables and prepayments 2025 £000 2024 £000 Amounts owed by Group undertakings 265,272 121,141 Prepayments 987 796 266,259 121,937 Refer to note 13 for more details on the terms of the amounts owed by Group undertakings. The Group has considered the recoverability of the amounts owed by Group undertakings. Consideration was given to the different scenarios for the recovery of the intercompany loan receivables, the possible credit losses that could arise and the probabilities for these scenarios. Based on this assessment, the amounts owed by Group undertakings are considered fully recoverable and therefore no provision for expected credit loss has been recognised. 8. Other financial liabilities 2025 Current £000 2024 Current £000 Financial liabilities Foreign exchange forward contracts 283 313 283 313 The foreign exchange forward contracts are carried at their fair value with the gain or loss being recognised in the Company’s statement of comprehensive income. Refer to note 27 within the Group’s financial statements for the fair value hierarchy the Company uses to determine the fair value of financial instruments. 175 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() 9. Trade and other payables 2025 £000 2024 £000 Trade payables 564 390 Other payables 1,205 251 Accruals 4,296 3,019 Amounts owed to Group undertakings 24,637 20,631 30,702 24,291 Amounts owed to Group undertakings are unsecured, interest free and repayable on demand. 10. Interest-bearing loans and borrowings 2025 2024 Current £000 Non-current £000 Current £000 Non-current £000 Unsecured – at amortised cost Borrowings under the revolving credit facility (maturing 2025) – 144,730 – 49,794 Cost of arranging bank loan – (1,335) – – – 143,395 – 49,794 Revolving credit facility – at 31 July 2025 Currency Amount outstanding £000 Termination date Repayment frequency Rate % GBP – 9 September 2027 One payment SONIA + margin% Euro 65,997 9 September 2027 One payment EURIBOR + margin% Australian Dollar 63,248 9 September 2027 One payment AUD-BBSY + margin% Swedish Krona 15,485 9 September 2027 One payment STIBOR + margin% Total 144,730 Revolving credit facility – at 31 July 2024 Currency Amount outstanding £000 Termination date Repayment frequency Rate % GBP – 2 December 2025 One payment SONIA + margin% Euro 49,794 2 December 2025 One payment EURIBOR + margin% Swedish Krona – 2 December 2025 One payment STIBOR + margin% Total 49,794 The interest rate on borrowings includes a margin that is dependent on the consolidated leverage level of the Group in respect of the most recently completed reporting period. For the year ended 31 July 2025, Group leverage was 1.2:1 and therefore the margin will remain at 1.50% from the rate at 31 January 2025 (31 July 2024: Group leverage was below 1.0:1 with the margin at 1.25%). The Group remained comfortably within its banking covenants, which are tested semi-annually. As at 31 July 2025, the multiple of EBITDA to net finance charges was 13.6 (31 July 2024: 14.8), against a covenant minimum ratio of 4.0, and the multiple of net borrowings to EBITDA (leverage) was 1.2 (31 July 2024: 0.4), against a covenant maximum ratio of 3.0. On 10 September 2024, the Group refinanced its bank debt. The old facility was repaid in full. The Group now has in place a £230 million multi-currency ‘Sustainability Linked Revolving Credit Facility’, together with an accordion of up to £70 million. The facility was due to mature in September 2027, with the option to extend for up to two additional years. In August 2025, the Group took the option to extend its multi-currency ‘Sustainability Linked Revolving Credit Facility’, together with an accordion of up to £70 million, by a period of 12 months; revising the maturity date to September 2028 and the maximum facility to £200 million. At 31 July 2025, the Group had £85,270,000 (2024: £100,200,000) of its multi-currency revolving credit facility unutilised, plus an unutilised accordion of up to £70,000,000. Reconciliation of movement in financial liabilities 2025 £000 2024 £000 At 1 August 49,794 79,369 Additional loans 198,828 28,283 Repayment of loans (100,681) (56,734) Interest charge 7,1 73 4,427 Interest paid (7,173) (4,427) Foreign exchange (3,211) (1,124) At 31 July 144,730 49,794 Changes in liabilities arising from financing activities 1 August 2024 £000 Cash flows £000 Foreign exchange movement £000 Interest charge £000 Other £000 31 July 2025 £000 Non-current interest- bearing loans and borrowings 49,794 90,094 (3,211) 7,1 73 (455) 143,395 #### Notes to the Parent Company Financial Statements continued #### For the year ended 31 July 2025 176 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() 10. Interest-bearing loans and borrowings (continued) 1 August 2023 £000 Cash flows £000 Foreign exchange movement £000 Other £000 31 July 2024 £000 Non-current interest- bearing loans and borrowings 79,369 (28,451) (1,124) – 49,794 11. Share capital and share premium The movement in called-up share capital and share premium accounts is set out below: Number of ordinary shares issued and fully paid Share capital £000 Share premium £000 At 31 July 2024 and 31 July 2025 200,000,000 2,000 11,527 12. Dividends paid and proposed 2025 £000 2024 £000 Cash dividends on ordinary shares declared and paid Interim dividend for 2025: 3.40 pence per share (2024: 2.80 pence) 6,727 5,538 Proposed dividends on ordinary shares Final dividend for 2025:7.40 pence per share (2024: 6.20 pence) 14,651 12,278 The interim dividend payment of £6,727,000 is included in the consolidated statement of cash flows (2024: £5,538,000). A final dividend payment of £12,278,000 is included in the consolidated statement of cash flows relating to 2024 (2024: £10,879,000 relating to 2023). Total dividend payments of £19,005,000 is included in the consolidated cash flows (2024: £16,417,000). The proposed dividend on ordinary shares is subject to approval at the Annual General Meeting and is not recognised as a liability at 31 July 2025. 13. Related party transactions The following table provides the total amount of transactions that have been entered into with subsidiary undertakings for the relevant financial period. 2025 2024 Related parties Amounts owed by related parties £000 Amounts owed to related parties £000 Amounts owed by related parties £000 Amounts owed to related parties £000 Volution Ventilation Group Limited 142,344 19,901 75,673 19,966 Volution Holdings Limited 117,069 – 39,511 – Volution Ventilation Australia Limited 2,324 – – – Volution Ventilation UK Limited – 2,000 – – Torin Sifan Limited – 2,000 – – DVS 3,535 – 5,957 – Ventilairsec – 736 – 665 265,272 24,637 121,141 20,631 Sales made to Volution Holdings Limited of £5,113,000 (2024: £4,340,000) relate to management fees; the settlement of these management fees occurs in cash. Outstanding loan balances at the year-end are unsecured and interest free. No sales were made to Volution Ventilation Group Limited; the outstanding loan balances at the year-end are unsecured and interest free.. A recharge of business combination costs was made to Volution Ventilation Australia Limited of £2,324,000 in the year; the settlement will occur in cash. No sales were made to DVS; the outstanding loan balance at the year-end is unsecured and incurs interest at a rate of 7.5%. Compensation of key management personnel The Executive and Non-Executive Directors are deemed to be key management personnel of Volution Group plc. It is the Board that has responsibility for planning, directing and controlling the activities of the Group. Please refer to note 3 for details of the Executive and Non-Executive Directors’ remuneration. There were no material transactions or balances between the Company and its key management personnel or members of their close family. At the end of the year, key management personnel did not owe the Company any amounts. 14. Share-based payments For detailed disclosures of share-based payments granted to employees, refer to note 31 of the Group financial statements. #### Notes to the Parent Company Financial Statements continued #### For the year ended 31 July 2025 177 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### ESG Annex #### Basis of preparation Unless otherwise stated All sustainability-related data within this report represents the actual data collected between August 2024 and June 2025 (11 months); with remaining data extrapolated to cover the 12-month period. The scope of reporting covers all companies within the Group as all are considered to be in operational control. A list of all companies and operating locations within the Group can be found on pages 167 and 168. #### Emissions and target recalculation policy and process Base year 2023 has been selected as the base year for all carbon accounting, being the first year where reliable data for our full carbon inventory for all scopes across the Group was available. The base year included all businesses within the Group except for the then recently acquired I-vent, VMI and DVS, which together did not represent a material proportion of the Groups energy use or carbon emissions. In addition, the base year does not include our most recent acquisition, Fantech. In line with our SBTi commitments the 2023 base year is used as the basis for our carbon reduction targets. We will review the base year as necessary and consider changing the base year as a result of acquisitions which materially increase the size of our Group, when appropriate. As a result of the acquisition of Fantech, the Groups largest acquisition to date, it is likely that the base year will be recalculated in the next 2 years to enable more appropriate tracking against our targets. Recalculation Policy All carbon accounting is aligned to the GHG Protocol, with organisational boundaries aligned to all activity within operational control. We will review data annually, to ensure high quality and to ensure targets remain valid. We have adopted a significance threshold of 5%, meaning changes in data +/- 5% of published values will trigger recalculation of previously published emissions, including previously stated annual emissions and our base year used for target setting (2023). Items that will trigger a recalculation include; identified data errors, changes in methodology and changes to external methodology recommendations (e.g. the GHG Protocol, SBTi) Items that may not trigger a recalculation include; acquisitions that did not exist as an entity at our base year, organic growth, and changes in emission factors. 178 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### ESG Annex continued #### SFDR Principal Adverse Indicators (PAI) We are reporting on principal adverse indicators to help investors with their reporting for the EU Sustainable Finance Disclosure Regulation (SFDR). Adverse sustainability indicator Indicator/Metric Volution response GHG emissions 1 Scope 1, 2 and 3 emissions Excluding Fantech: Scope 1: 2,057 tCO 2 , Scope 2: 2,210 tCO 2 , Scope 3: 768,488 tCO 2 (pages 185 to 186) Including Fantech: Scope 1: 2,294 tCO 2 , Scope 2: 2,736 tCO 2 , Scope 3: 1,210,312 tCO 2 (pages 185 to 186) 2 Carbon footprint Excluding Fantech: Total emissions: 772,715 tCO 2 (page 185) Including Fantech: Total emissions: 1,215,342 tCO 2 (page 185) 3 Carbon intensity Excluding Fantech: Scope 1 and 2 location based intensity 11.8 tCO 2 /£1m revenue (page 187) Including Fantech: Scope 1 and 2 location based intensity 12.0 tCO 2 /£1m revenue (page 187) 4 Exposure to companies in the fossil fuel sector Volution does not operate in fossil fuel sector 5 Share of non renewable energy consumption Excluding Fantech: 87.9% of energy used was from renewable sources or tariffs, 12.1% non-renewable Including Fantech: 80.8% of energy used was from renewable sources or tariffs, 19.2% non-renewable 6 Energy consumption in GwH per €1 revenue Excluding Fantech: Scope 1 and 2 energy consumption: 17.79 Gwh = 0.049 Gwh/€1m Revenue (page 186) Including Fantech: Scope 1 and 2 energy consumption: 19.61 Gwh = 0.047 Gwh/€1m Revenue (page 186) Biodiversity 7 Activities negatively affecting biodiversity Our operations do not have a significant impact on biodiversity 8 Emissions to water We do not discharge solid, liquid or contaminants into bodies of water 9 Hazardous waste We use a non-material amount of hazardous waste that is properly recycled or disposed (12,560kg) Social and employee 10 Violations of UK Global Compact principles and OECD GME We are not aware of any violations of the UNGC principles or OECD GME 11 Lack of processes and compliance mechanisms We joined the UN Global Compact in FY22 and have since signed the CEO water mandate and continue to engage. We have comprehensive policies in place aligned with principles of the UNGC and OECD Guidelines including Anti-corruption, Anti-modern slavery, Ethical tax, etc. 12 Unadjusted gender pay gap We publish gender pay gap data for the UK only 13 Board gender diversity At 31 July 2025 c.40% of the Board was female (page 78) 14 Exposure to controversial weapons Volution is not involved in the manufacture or sales of weapons 179 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### The Sustainability Accounting Standards Board (SASB) The SASB Foundation was founded in 2011 as a not-for-profit, independent standards-setting organisation. Volution provides information in alignment with SASB reporting guidelines for its sector (electrical and electronic equipment). The below table shows the reported topics and metrics and where further detail can be found within this report. Accounting metric and SASB code Response/data/reference Energy management Total energy consumed (RT-EE-130a.1) Our total energy consumption across the Group during the year was 17,792 MwH (including Fantech 19,608 MwH) representing all electricity and heat and direct fuel use across all of our facilities, of which 55.5% was electricity sourced from the grid. Globally, 1% of all energy used was self-generated from solar arrays. Of the electricity consumed 87.9% (including Fantech 80.8%) was from renewable sources, including renewable tariffs and on-site generation. Percentage of grid electricity (RT-EE-130a.1) Percentage renewable (RT-EE-130a.1 Hazardous waste management Amount of hazardous waste generated, percentage recycled (RT-EE-150a.1) We produce a non-material (12,560kg) amount of hazardous waste which is properly recycled or disposed. Number and aggregate quantity of reportable spills and quantity recovered (RT-EE-150a.2) Zero reportable spills. Product safety Number of product recalls issued, total units recalled (RT-EE-250a.1) Zero product recalls related to product safety. Monetary losses from legal proceedings associated with product safety (RT-EE-250a.2) No monetary losses as a result of product safety issues. Product lifecycle management Percentage of products, by revenue, that contain IEC 62474 declarable substances (RT-EE-410a.1) We manufacture a large proportion of our products ourselves and use no IEC 62474 declarable substances in the production process. We are continuing to review supply chain products for relevant substances and will report in future if necessary. Percentage of eligible products, certified to an energy efficiency certification (RT-EE-410a.2) All products eligible for energy efficiency certification are under review for certification. Revenue from renewable energy-related and energy efficiency-related products (RT-EE- 410a.3) Revenues derived from products that are low carbon account for 71.2% of total revenue including Fantech, 77.3% on an organic like-for-like basis (2024: 74.6%) of total revenue (see page 43). Materials sourcing Description of the management of risks associated with the use of critical materials (RT-EE-440a.1) Our suppliers make a vital contribution to our performance and engaging with our carefully selected, high-quality supply chain ensures we can maintain security of supply. Reviews and supplier audits are carried out to ensure compliance with our Code of Conduct and our policies on the prevention of bribery, corruption and modern slavery. The Group is exposed to fluctuations in the price of raw materials and has implemented procedures to limit exposure to rising prices, including hedging of foreign currencies. Business ethics Description of policies and practices for prevention of bribery, corruption and anti- competitive behaviour (RT-EE-510a.1) Volution is committed to complying with all applicable laws and regulations in the countries in which we operate. Our policies are available on our website. Monetary losses from legal proceedings re bribery or corruption (RT-EE-510a.2) No legal proceedings and no monetary losses. Monetary losses from legal proceedings re anti-competitive behaviour (RT-EE-510a.3) No legal proceedings and no monetary losses. Activity measures Number of units produced by product category (RT-EE-000.A) A breakdown of revenues by activity is shown on page 146. Number of employees (RT-EE-000.B) Workforce statistics are shown on page 78. The number of employees was 2,338 (2024: 1,869). Reportable accident frequency rate Accident frequency rates are shown on page 73. We report frequency rates per 100,000 hours worked, representing an approximation of the hours worked during a person’s lifetime, and allowing comparability across our business units and with other companies. The Frequency rate in 2025 was 0.17 (2024: 0.20). Minor accident frequency rate Minor accidents per 100,000 hours worked in 2025 was 0.19. (2024: 0.18). Fatalities Zero fatalities occurred during the year. #### ESG Annex continued 180 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### TCFD/Companies act reference – where to find disclosures Disclosure & ref Governance • Board oversight (pages 59 and 181) CA s414CB(a) • Management’s role (pages 59 and 181) CA s414CB(a) • Our governance structure provides clear oversight and ownership of the Group’s sustainability strategy, climate risk and opportunity. • In 2021, we established the Group Management Sustainability Committee and Senior Independent Non-Executive Board member Amanda Mellor assumed Board oversight responsibility for Volution’s sustainability strategy. Strategy • Climate-related risks and opportunities (pages 58, 70 to 71 and 181 to 182) CA s414CB(d) • Impact on strategy (page 70 to 71) CA s414CB(e) • Resilience (page 70 to 71 and 184) CA s414CB(f) Our purpose is to provide healthy indoor air, sustainably and this commitment to sustainability is integral to everything we do. Our business model is underpinned by our sustainability pillars of Product, Planet and People. • Our sustainability ambition is to champion the energy-saving potential of our products and solutions and we are well positioned to seize the opportunities that regulatory tailwinds bring us. • We have identified transition risks related to reputation, policy and regulation, and technology but have not assessed any of these risks as high under either scenario under the short, medium or long term. • We have undertaken a review of our major production and warehouse locations, and have concluded we are not exposed to significant risk. • In preparing the Group’s financial statements, we have considered the impact of climate-related risks and have not identified any material adverse impact on the financial statements or judgements within Metrics and targets • Metrics (pages 43 and 184) CA s414CB(h) • Scope 1, 2, 3 emissions (pages 184 to 186) CAs414CB(h) • Targets (page 66 and 185) CA s414CB(g) We developed two key metrics in 2020 to measure our progress against our net zero ambitions: the percentage of revenue derived from low-carbon products, and the percentage of recycled plastic used in our manufactured products, in 2024 we added carbon intensity as a key metric. • In 2021 we set out our ambition to be a carbon net zero business and received SBTi approval of our net zero targets in 2025. • We have set detailed forecasts and targets for the short, medium and long term, aligned to our net zero ambitions for Scope 1, 2 and 3 • We have provided details of our Scope 1, 2 and 3 emissions on both a location and market basis Risk • Risk processes (pages 44 to 45, 70 and 181) CA s414CB(b) • Risk management (pages 44 to 45, 70 and 181) CAs414CB(c) • We have continued to embed climate risk into our broader risk management framework and have integrated climate change into our principal risks. • Our risk review consider the risks and opportunities under the short, medium and long term, as well as over our chosen climate scenarios #### TCFD pillar – Governance Climate change is embedded in the governance structure of the Group through a decentralised local ownership, overseen by Group leadership and under the ultimate oversight of the Board. The Board is collectively responsible for promoting the long-term sustainable success of the Company, generating value for shareholders and contributing to wider society. The principal way that climate change is embedded into this governance structure is shown in the diagram on page 59 and described in more detail in section a) and b) below. a. Board oversight of climate-related risks and opportunities The Board has ultimate oversight and responsibility for climate change. The Board receives a review of the Group’s risks and opportunities twice per year, including an assessment of climate-related risks and opportunities. The Board assessed those risks and approved the principal risks presented on pages 48 to 53. The Board considered whether climate change should be disclosed as an individual standalone principal risk, but concluded it was more appropriate to embed the specific impacts of climate change risks within existing principal risks – a ‘cross cutting’ approach. The Group does not believe the any individual or collection of climate change risks are themselves material to the financial prospects of the Group. See pages 44 to 45 for description of the Group’s risk management process). The Board received updates each month on key sustainability KPIs, and during the year (twice in FY25) received a more detailed review of performance against the sustainability targets and the Group’s disclosures relating to TCFD. Once per year, the complete set of emissions data, performance against targets, and setting of new targets where relevant is received by the Audit Committee and Board for review and approval to be published externally. The performance of the Executives against their sustainability-related incentives is reviewed by the Remuneration Committee (pages 116 to 1117). The Board and certain individual Board members kept up to date on climate-related issues through attending external seminars and discussing with Group advisers. Board Members’ relevant experience is described on pages 86 to 87. #### ESG Annex continued 181 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() b. Management’s role in assessing and managing climate-related risks and opportunities The Group Management Sustainability Committee is responsible for assessing and managing climate-related risks and opportunities and co-ordinating with the Group RICC to ensure that climate- related risks are fully integrated into the risk management process. The Board representative on the Committee communicates the activities of the Group Management Sustainability Committee to the Board. The Group Management Sustainability Committee met twice during FY25. The members of the Committee include Amanda Mellor (Senior Independent Non-Executive Director providing Board oversight), Ronnie George (CEO) and Andy O’Brien (CFO), the Managing Directors of each business and Group ESG subject-matter experts. Environment Group Business Development Director Group Financial Controller Social Group HR Director Governance Group Company Secretary Overall ESG Group ESG Analyst The Managing Director of each business unit is responsible for assessing the specific climate risks and opportunities within their business, submitting to the Group Management Risk Committee and delivering any mitigation or management actions. The Group Management Sustainability Committee enables relevant issues to be discussed and to exchange information and best practice. The Committee this year focused on our carbon-reduction plan and the risks and opportunities of climate change and delivering our climate-reduction targets. The ESG subject-matter experts are responsible for ensuring they keep up to date with changes in reporting and relevant standards to provide assistance to local business management. The Remuneration Committee The LTIPs of the Executives have, since FY20, included ESG measures that focus on two targets that are linked to our 2025 goals for optimising recycled plastics used in our manufactured products and increasing the low-carbon credentials in the product portfolio measured as a percentage of revenue. Since FY24 LTIPs have included a measure directly linked to our SBTi-aligned carbon intensity targets. The measures have a 20% weighting in the LTIPs with a maximum pay-out that is aligned to the targets shown on page 43 #### TCFD pillars – Strategy and Risk Our strategy sets out our response to the transition to a net zero economy and limiting the effects of climate change (see pages 58 to 59 and 70 to 71). Our sustainability ambition is to champion the energy-saving potential of our products and solutions and support the net zero ambitions of the countries in which we operate. The regulatory tailwinds should significantly increase demand for our sustainable and innovative ventilation solutions, while our leading position in the UK, Continental Europe and Australasia ventilation markets means that we are well positioned to seize this opportunity. a. Climate-related risks and opportunities the organisation has identified in the short, medium and long term Methodology and risk ratings We carry out a full risk management process each year (see pages 44 to 53) including a separate but integrated bottom-up climate-related risk review. The climate-related risk process followed the same process as the wider risk management process considering both the likelihood and the potential impact of each risk. The climate-related risks are reviewed each year and submitted to the Volution Group RICC each year. A full bottom-up assessment of climate risk was carried out in 2025 (see pages 70 to 71) This year, we have again concluded that climate change represents a net opportunity to Volution through our ability to continue to drive growth from the regulatory and market tailwinds. Modelling methodology All climate risks have been modelled using a bespoke methodology, based on NGFS climate scenarios with assumptions informed by government and industry risk assessments and adaption plans, including the European Climate Risk Assessment and UK Climate Adaption plans. Assumptions are largely the same across all scenarios, with impacts driven by scenarios assessed accordingly (e.g. the speed at which regulations are implemented). Assumptions include that 1. Government adaption plans will increase the rate of retrofit solutions enabled by increasing regulations 2. all building adaptation scenarios will include requirements for insulation and consequently considerations for ventilation and indoor air quality management 3. global GHG reduction initiatives will continue to require reduction in energy usage and will continue to focus on the electrification of heat 4. transition to low-carbon economies will continue across all regions and further opportunities for green-enabled growth will be identified 5. increased urbanisation will result in reduced options for sole reliance on nature based solutions We have given clear emphasis to both our transition and physical risks and opportunities. We have adopted the same approach to the materiality of these risks and opportunities as for our principal risks and uncertainties. #### ESG Annex continued 182 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() Volution products support the transition to a low-carbon, climate-resilient economy Buildings are responsible for around 34% of total CO 2 emissions and 32% of total energy demand. If we are to hit global net zero targets, we must deal with the existing building stock, as well as building new compliant buildings. With 80% of the buildings we have today expected to be still standing by 2050, and a current refurbishment rate of just 1% per year, we need new initiatives. To deliver net-zero-ready buildings, we must make them air-tight, insulate them well and decarbonise the heating source. These actions will impact the indoor environment, and ventilation will be even more important for both health and comfort. Doing that without losing heat, and therefore energy, will require energy-efficient ventilation solutions including Heat recovery. If we are successful and reduce the energy demand in buildings by 80% by 2050, we will save more than 25% of our total energy needs. To achieve this, we need to at least triple the rate of existing building stock renovation, to 3% a year. As a structural growth driver, in March 2023, the European Parliament passed a comprehensive revision of the 2010 Energy Performance of Buildings Directive (EPBD IV) to cover existing buildings for the first time. These regulations will stimulate the renovation market in the EU, as they will trigger a wave of renovations and create a greater demand for energy-efficient upgrades. Similar regulatory drivers exist in all our markets and are fully described on pages 61 to 62. These responses to climate change will increase demand for our low-emission products and services. b. The impact of climate-related risks and opportunities on the organisation’s business, strategy and financial planning We have identified physical risks to some of our locations and supply chains and transitional risks related to reputation, policy and regulation. However, our sustainability ambition is to champion the energy savings potential of our products and solutions, and we are well positioned to seize the opportunities that regulatory tailwinds bring us. The opportunities that are available to us are a key driver to our Sustainable Growth Model. Our organic growth is driven by our local businesses taking the opportunities available to them in each market, driven in part by the local regulatory tailwinds (see pages 61 to 62). Our drive to innovate and develop new products ensures that we are able to maintain a leadership position in low-carbon and heat recovery products (see pages 60 to 63). We have concluded that we do not expect the risks of climate change to have a material impact on our financial prospects over the short, medium or long term, and hence those risks have not materially impacted our strategy nor financial planning. Climate related commitment/target/action Financial impact assessment 2022 – transition of UK procured electricity to 100% renewable sources. Multi-year agreements in place for UK, and total Group renewable sourcing now at 87.9%. 2025 – 70% of our sales are low-carbon products. 2026 – 75% of our sales are low-carbon products. Our original FY25 target was surpassed in FY24. Sales of low carbon products reached 77.3% in FY25 on an organic like-for-like basis. 2025 – 90% of the plastic processed in our factories are from recycled sources. We have made significant progress and our use of recycled plastic in our products averaged 83.9% for FY25. This was below our target of 90%. We will continue to focus on this important initiative in FY26. We will operate an all-electric fleet. We have a small fleet, mainly of automobiles, which are being replaced by hybrid and ultimately electric as they become due, at no significant incremental costs over fossil fuel cars. Emissions from fleet vehicles decreased 13% in FY25 from FY24 (excluding Fantech). We will work with our supply chain and industry to increase the use of new and sustainable products and inputs. Building mutually beneficial relationships, with no significant direct cost to Volution. We will delivery energy net gain through our product portfolio. Our target to increase Heat Recover product sales will deliver net benefit through up-selling to higher value products. We will close the loop on the circular economy, recovering our end-of-life products, recycling and re-using. We will roll out an end-of-life recovery programme when an economically efficient process is confirmed. No programme has yet been developed. #### ESG Annex continued 183 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() c. The resilience of the organisation, taking into consideration different future climate scenarios The Directors have concluded that Volution is expected to be resilient to the impacts of climate change across the three scenarios that have been assessed. Moreover, we are well placed to take the opportunities that climate change brings. In 2022, we carried out a detailed review of physical climate risks (acute and chronic) to ensure we understand the resilience of our critical properties to climate change. Climate change poses a physical risk to the buildings that we occupy including offices, factories and warehouses. Four sites have been assessed as having a moderate to high exposure to flood from flood-defended rivers in the current climate, with only one more site at a high risk as a result of climate change by 2050. In the long term, in the 2050s and beyond, drought and heat stress could have an increased potential impact, including water scarcity, higher risk of fires and an impact on operations, safety and wellbeing. None of our significant manufacturing sites are expected to be at risk of significant impact from climate change under the 1.5°C or 2.0°C scenarios under the short, medium or long term, or under the 4°C scenario under the short or medium term. The locations at most risk are typical locations in our decentralised structure, and none of them represent a material portion of the Group operating profits or assets. The impact of any one of these locations being closed for a sustained period as a result of flooding for example, would not have a material impact on the long-term resilience of the Group. Our decentralised structure also enables us to remain close to local regulation and policy transition risks and we work with industry bodies and regulators in each market. Over the longer term, our combination of centralised technical support and local market knowledge ensures our product development process will deliver products that regulators will require. In the 1.5°C scenario, demand for products that improve energy efficiency of buildings will increase as governments seek to ensure that target is met. We have considered whether our strategy may need to change to address potential climate-related risks and opportunities and have concluded that our strategy is appropriate to take the opportunities that climate change presents, and resilient against the potential risks, and we do not envisage any need to change our strategy. #### TCFD pillar – Metrics and Targets a. The metrics used by the organisation to assess climate-related risks and opportunities Our metrics for the % of our total revenue that is from low-carbon and heat recovery products tracks the extent to which we are utilising the opportunities that climate change brings. The success of our investments and capital allocation, both in terms of plant and equipment and in the acquisition of low-carbon businesses, is reflected in increased sales from these products. We have aligned our revenue with the EU Taxonomy and continue to report under the FTSE Russell Green Economy taxonomy. We believe these externally reported metrics allows us to demonstrate the success of our continued delivery against our sustainable growth strategy. b. Scope 1, Scope 2 and Scope 3 greenhouse gas emissions We disclose all Scope 1, 2 and 3 carbon emissions, in total and by business. We have set detailed annual targets for emissions aligned to the science based methodologies, which have been approved by SBTi in 2025. For the first time in FY23, we disclosed all material Scope 1, 2 and 3 emissions, including the emissions from the use of our products. This year, we have further improved our measurement and conversion methods to better align with best practice. Full details of our emissions are shown on pages 185 to 186. Our Scope 1 and 2 emissions are not material to our total emissions, representing just 3% of operational emissions (excluding emissions from use of our products). The most significant Scope 1 and 2 emission sources in FY25 are electricity (64%, FY24: 51%), gas (11% FY24: 15%) and vehicle fuel (33%, FY24: 25%). The most significant Scope 3 emission sources in FY24 are from the use of products (83%, FY24: 91%), distribution (2% FY24: 2%), purchased products (13% FY24: 10%) and other 2%. Our perimeter includes all companies and subsidiaries in the Group under our financial or operational control. Our base year for target-setting aligned with SBTi is 2023. As we grow in part through acquisition, the base level will be re-assessed when appropriate and targets will be adjusted accordingly. c. The targets used by the organisation to manage climate-related risks and opportunities and performance against targets This year, our short and long term net zero targets were approved by the SBTI. Our targets have been developed with the help of an external consultant, and contain a combination of active reductions – specific actions that we will take as a business, as well as an independent assessment of the passive reductions that will occur in our industry, supply chain, and in terms of grid decarbonisation. The combination of these active and passive carbon reductions, should they be delivered, will enable us to achieve the targets we have set. Our total absolute Scope 1, 2 and 3 market based emissions totalled 771,203tCO 2 , which is 16% higher than FY24. The increase is largely driven by use of our sold products, which is the most significant source of emissions across all Scopes, and varies year-on-year due to product sales mix, although continues on a general downward trend as our proportion of low carbon product sales increases. Including Fatench our total emissions were 1,213,814 tCO 2 , representing the increase of the size of the business since the acquisition of Fantech, and the relatively high emissions from the use of sold products in that business as a result of a lower proportion of low carbon sales. Our chosen measure of carbon intensity (Scope 1 and 2 emissions per £ million of revenue) has decreased to 12.0 tCO 2 /£m revenue (FY24 12.8t CO 2 /£m revenue). The decrease is driven by increasing our EV fleet, a reduced use of gas for on-site heating and other efficiency measures (page 68). #### ESG Annex continued 184 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() Energy use, emissions and targets – Scope 1 and 21 Organic - excluding Fantech Including Fantech - ActualActual Targets2 2024 2025 2025 2034 2050 2025 Scope 1 tCO 2 e MWh tCO 2 e MwH tCO 2 e tCO 2 e tCO 2 e tCO 2 e MWh Gas 641 3,474 466 2,376 – – – 466 2,376 Other fuel 237 886 369 504 – – – 395 627 Vehicle fuels 3 1,189 5,007 1222 4,954 – – – 1,405 5,722 Refrigerants 4 53 0 – – – – – 28 – Total Scope 1 2,120 9,366 2,057 7,834 – – – 2,294 8,725 Scope 2 (location based) 2,317 10,109 2,210 9,9585 – – – 2,736 10,883 Scope 1 & 2 total (location based) 4,437 19,475 4,267 17,792 – – – 5,030 19,608 Scope 2 (market based) 642 10,109 698 9,9585 – – – 1,207 10,883 Scope 1 & 2 total (market based) 2,762 19,475 2,755 17,792 2,502 1,027 280 3,501 19,608 Carbon intensity (location based) 12.8 – 11.8 – 12.3 10.2 4.7 12.0 Energy intensity – 56 – 49 47 1. GHG emissions have been assessed against the GHG Protocol Methodologies using the most up to date emission factors from DEFRA emission factors for the UK and local specific electricity emission factors from the Carbon Data Initiative (CaDi). Scope 1 and 2 emissions are calculated from 11 months of actual consumption, extrapolated to 12 months based on average usage. Fantech data includes 8 months of actual consumption, from acquisition date. 2. Our Scope 1, 2 and 3 targets are aligned to the SBTi principles. 3. EV fleet emissions are included in Scope 2 emissions. 4. Emissions from refrigerant use are updated and calculated based on top-up value as opposed to system capacity. 5. Gross KWh energy usage reported, of which 121.1 MWh, (97.9MWh including Fantech) was self-generated Energy use, emissions and targets – Scope 31 6 Organic - excluding Fantech Including Fantech - ActualActual Targets 2024 2025 2025 2034 2050 2025 Upstream Scope 3 tCO 2 e tCO 2 e tCO 2 e tCO 2 e tCO 2 e tCO 2 e Category 1 – Purchased goods & services 7 8 67,530 101,924 – – – 124,562 Category 2 – Capital goods 4,552 6,026 – – – 6,170 Category 3 – Energy-related activities 9 1,955 448 – – – 513 Category 4 – Upstream distribution 10 12,185 13,999 – – – 16,443 Category 5 – Waste generated in operations 39 99 – – – 99 Category 6 – Business travel 279 159 – – – 239 Category 7 – Employee commuting 11 555 1,063 – – – 1,249 Category 8 – Upstream leased assets 15 – – – – – - Downstream Scope 3 Category 9 – Downstream distribution 10 – – – – – - Category 10 – Processing of sold products 12 – 129 – – – 129 Category 11 – Use of sold products 13 570,398 644,143 – – 1,060,383 Category 12 – End-of-life of products 14 113 458 – – – 525 Category 13 – Downstream leased assets 15 – – – – – - Category 14 – Franchises 15 – – – – – - Category 15 – Investments 15 – – – – – - Total Scope 3 emissions 657,605 768,448 663,897 262,182 – 1,210,312 Total Scope 1, 2 and 3 emissions (location based) 662,043 772,715 695,350 462,609 74,707 1,215,342 6. Calculated from 11 months of actual data, extrapolated to 12 months based on average usage. 7. DEFRA Government spend and activity emission factors used for consistency across the Group. 8. Hybrid methodology using activity data for plastics and spend data for all other calculations. Platics activity data and UK spend data are based on 12 months actuals. 9. Transport and distribution losses not included in Scope 2, including fleet and business travel. 10. Emissions for category 4 and 9 have been aggregated into category 4. It is not currently possible to accurately separate upstream & downstream emissions. 11. Includes assumptions for Group extrapolated from UK average data. 12. Assumes factory energy usage for the insertion of non-final products by customers. 13. Emissions calculated from energy use of sold products, with usage profiles assumed at a product group level. Assumes that all products are used in the country of sale with emissions based on location emission factors. 14. Using weight of sold products, determined using product weight data where available and extrapolated. 15. Not relevant for group operations. #### ESG Annex continued 185 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() Carbon emissions by country tCO 2 e Scope 1 Scope 1 and 2 Location based Scope 1 and 2 Market based Total Scope 3 United Kingdom 1,098 2,214 1,098 249,505 Sweden 343 361 343 130,551 Norway 0 0 0 60 Finland 17 40 29 8,028 Denmark 21 30 30 1,305 Germany 92 193 185 9,362 Netherlands 108 137 124 8,637 Belgium 13 30 16 11,779 Bosnia and Herzegovina 11 290 298 10,540 North Macedonia 29 573 263 194,123 France 81 87 81 4,558 Slovenia 75 82 81 1,186 New Zealand 104 128 143 15,704 Australia 65 102 64 123,110 Total organic 2,057 4,267 2,755 768,448 Fantech 238 763 747 441,864 Including Fantech 2,295 5,030 3,502 1,210,312 Energy consumption Mwh FY21 FY22 FY23 FY24 FY25 Scope 1 11,133 9,169 9,674 9,366 7,834 Scope 2 9,109 9,578 9,327 10,109 9,958 Total organic 20,243 18,747 19,001 19,475 17,792 Including Fantech 19,608 Scope 1 energy use covers all direct energy use from the business, including all vehicle fuels, gas and heating fuels. Scope 2 energy use covers all purchased energy with data obtained from energy supply bills, using 12 months of data where possible and extrapolated out using average usage for 11 months where data gaps exist to cover the full 12 months of usage. From 2023, energy consumption is reported gross including all self-generated electricity. The GHG inventory perimeter for each year includes 100% of the businesses within the Group that have been within the Group for at least one complete year, including all businesses that are within financial or operation control. Acquisitions made during the year are not included in that year’s figures % of our electricity from renewables FY21 FY22 FY23 FY24 FY25 N/A 73.7 86.5 86.7 87.9% The percentage of total Scope 2 energy purchase within the business from renewable sources including self generated and renewable tariffs/products as a proportion of overall Scope 2 energy purchased. Renewable energy use is 80.8% including Fantech. Electricity generated on-site FY21 FY22 FY23 FY24 FY25 MWh N/A N/A N/A 113.7 121.1 All energy generated is from renewable sources, primarily solar. Figure inclusive of Fantech. Carbon emissions tCO 2 e FY21 FY22 FY23 FY24 FY25 Scope 1 2,368 1,920 2,034 2,120 2,057 Scope 2 location 1,769 1,855 1,995 2,317 2,210 Scope 2 market N/A 904 743 642 698 Scope 3 N/A 51,832 733,866 657,605 768,448 Total organic 4,137 52,345 737,868 662,043 772,715 Including Fantech 1,215,342 Scope 1 emissions include all direct emissions from the business, including all vehicle fuels, gas and heating fuels. All emissions are calculated using DEFRA emission factors published in the appropriate year. Scope 2 emissions include all purchased electricity. The data is gathered primarily from energy bills, using 12 months of data where possible and extrapolated out using average usage where data gaps exist to cover 12 months of usage. All UK emissions are calculated using DEFRA emission factors published in the appropriate year with all other grid emissions sourced from the Carbon Database initiative (CaDI). Scope 2 location based emissions are calculated with emission factors specific to the energy grid of each operating country and include EV charging. Scope 2 Market Based emission are calculated using an emission factor that accounts the residual emissions in the energy grid and include EV charging . Scope 3 emissions include all indirect emissions across the Group for FY25 Carbon is reported in tonnes of carbon equivalent (tCO 2 e) and encompass all greenhouse gasses. The GHG inventory perimeter for each year includes 100% of the businesses within the Group. #### ESG Annex continued 186 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() Carbon intensity (tCo2e/£1m) FY21 FY22 FY23 FY24 FY25 Location based 15.1 12.3 12.3 12.8 12.0 Carbon intensity is calculated as Scope 1 and 2 location based carbon emissions in tonnes per £million revenue. The perimeter and calculation methodology are unchanged in each of the reported years shown. The target for FY24 was 11.6. Carbon avoidance FY21 FY22 FY23 FY24 FY25 tCO 2 e N/A N/A 2,183,455 1,872,583 1,979,945 We recognise that there is not yet a universally accepted method of measuring or reporting ‘avoided emissions’ (sometimes referred to as ‘Scope 4’ emissions), and that any measure can only ever be an estimate. The TCFD framework does not include avoided emissions within their recommendations, and together with the assumptions and uncertainties involved in the calculations this means that avoided emissions reported for FY2025 should not be considered to be at the same level of accuracy as our Group emissions reported within the TCFD section. However, we understand from our stakeholders that the energy saving potential of our products is useful information and is provided for that purpose. The emissions calculated using our model should be assumed to be the upper limit of energy savings. The calculation is sensitive to the variables noted under ‘methodology’ and other limitations. Limitations include: The domestic application baseline assumes mains gas boiler heating, heat loss due to infiltration is not adjusted for wind speed, the thermal capacity and inertia has not been considered, domestic applications are modelled on detached houses and Commercial applications are modelled on open plan offices. Adjusting the model for these limitations may either raise or lower avoided emissions calculations. Sensitivities to key assumptions include: a 1% increase in the rate of electricity decarbonisation year on year reduces avoided emissions by 4.3%, lowering the internal setpoint temperature from 21ºC to 20ºC reduces avoided emissions by 8.3%, and decreasing unit lifetime use from 10 to 9 years reduces avoided emissions by 8.2% Water FY23 FY24 FY25 Water usage (l) 14,483 16,262 20,589 Water usage is sourced from actual usage where possible. Where data cannot be collected (where water is used for water, hygiene & sanitation services only) a 10l/p/d usage assumption has been used. FY23 FY24 FY25 Water withdrawn from water stressed regions N/A 64% 57% Water withdrawn from water risk regions N/A 10% 9% Water stress measures the basic ratio of total water demand to available renewable surface and groundwater supplies. Water risk a more holistic measure and includes all water related risks and mitigations including; water stress, water quality, water infrastructure and risks relating to public perceptions and regulation. This figure is inclusive of Fantech. Waste Waste by fate % FY23 FY24 FY25 Recycled N/A N/A 80% Incinerated N/A N/A 11% Landfill N/A N/A 9% Wastes products in direct operations by % fate. This figure is inclusive of Fantech. Waste by type (t) FY23 FY24 FY25 Metals N/A N/A 1,230 Plastic N/A N/A 119 Paper & wood products N/A N/A 977 Other N/A N/A 640 Hazardous N/A N/A 13 Total N/A N/A 2,979 Total weight in tonnes of waste produced in direct operations. This figure is inclusive of Fantech. Products % recycled plastic FY21 FY22 FY23 FY24 FY25 59.7% 67.2% 76.2% 78.1% 83.9% The % recycled plastic used in our facilities’ is the proportion of recycled plastic used in production in our main plastic manufacturing locations in the UK, Nordics and Bosnia Herzegovina, shown as a % of total used. The weight of the recycled plastic is shown as a proportion of the total plastic used (including virgin plastic) in manufacturing our own products. The perimeter and calculation methodology is unchanged in each of the reported years shown. The target for FY25 was 90.0%. % low carbon sales FY21 FY22 FY23 FY24 FY25 Organic 62.1% 66.1% 70.1% 74.6% 77.3% Including Fantech 71.2% The % of Low carbon sales is the proportion of total Group revenue that is from the sale of products that are categorised as ‘low-carbon products’, shown as a % of total Group revenue. We define our low-carbon products as products that use less energy than the products they replace, or as products that are used within the local calculation methods to reduce emissions from buildings. A full definition is given on page 191. The perimeter and calculation methodology is unchanged in each of the reported years shown. The target for FY25 was 70%. FY24 was restated due to the availability of data, previously reported as 70.9%. #### ESG Annex continued 187 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() % heat recovery sales FY21 FY22 FY23 FY24 FY25 Organic 30.1% N/A 31.4% 31.7% 32.5% Including Fantech 28.5% The % of heat recovery sales is the proportion of total Group revenue that is from the sale of products that are categorised as ‘Heat recovery products’, shown as a % of total Group revenue. We define our heat recovery products as systems, and products and accessories that may be used within a system, of ventilation that collects heat from exhaust air that would otherwise be lost and re-uses such heat by transferring it to the incoming fresh air. The perimeter and calculation methodology is unchanged in each of the reported years shown. There is no target set for % heat recovery sales. % R&D spend for low-carbon FY21 FY22 FY23 FY24 FY25 N/A N/A N/A 87% 85% The % of overall R&D spend across all group companies related including all staff, capital and revenue costs aligned to products categorised as low-carbon revenue. People Reportable accident frequency rate FY21 FY22 FY23 FY24 FY25 0.20 0.25 0.30 0.20 0.17 Reportable accident frequency rates per 100,000 hours worked are calculated by dividing the number of reportable accidents recorded in the year by the total number of hours worked and multiplied by 100,000. A reportable accident is defined as a serious accident where the injured colleague is unable to work for more than 7 days, and is aligned in the UK to the HSE RIDDOR category of injury and applied elsewhere appropriately. 100,000 hours is chosen as it represents an approximation of the hours worked during a person’s lifetime, and allowing comparability across our business units and with other companies. Minor incidents frequency rate FY21 FY22 FY23 FY24 FY25 0.61 0.43 0.50 0.18 0.19 A minor accident is defined as an accident where the injured colleague is unable to work for more than 1 day but less than 7. Number of colleagues FY21 FY22 FY23 FY24 FY25 1,538 1,898 1,871 1,869 2,338 Average number of FTE over the financial year. This number includes all companies within the group. Gender diversity – total employees FY21 FY22 FY23 FY24 FY25 Male 1,034 1,321 1,310 1,308 1,666 Female 504 577 561 581 671 Other 0 0 0 1 1 Total 1,538 1,898 1,871 1,869 2,338 Based on average number of FTE for the financial year, from data held in company records. This number includes all companies within the group. Gender diversity – Board FY21 FY22 FY23 FY24 FY25 Male 5 5 4 4 4 Female 2 2 3 3 3 Other 0 0 0 0 0 Total 7 7 7 7 7 Coverage of ISO certifications FY23 FY24 FY25 ISO14001 (Environmental management systems) % Manufacturing sites N/A 73% 58% ISO9001 (Quality Management Systems) % Manufacturing sites N/A 87% 95% ISO45001 Occupational Health and Safety (OH&S) Management Systems % Employees N/A 54% 48% 100% of UK operations have ISO45001 certification. Inclusive of Fantech. % of eligible employees completed modern slavery training FY23 FY24 FY25 – – 100 Personnel who have a supplier-facing role are required to complete a Modern Slavery awareness training module and demonstrate that they have understood the dangers that modern slavery poses to the business, and the devastating impact it has on its victims. #### ESG Annex continued 188 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() Employee engagement scores FY21 FY22 FY23 FY24 FY25 N/A N/A N/A 74 75 Employee engagement – methodology We partnered with WeSoar, a London-based HR Technology and advisory firm to ensure a transparent and unbiased survey process. All colleagues across Volution Group (except new acquisitions in the year) were invited to participate. The survey was translated into multiple languages and was sent by email to each employee. We have a significant proportion of our colleagues who do not have a company email address, and they were sent the survey link to their personal email address. Designated computer terminals were provided on site to ensure these colleagues had easy access to the survey. Participation rate is calculated as the total number of completed surveys divided by the total number of employees. All individual responses were confidential and reported in the aggregate subject to a minimum of four responses to protect data confidentiality. A validated and consistent Likert Scale was used for all questions. The engagement score was calculated using five key items\* identified from a pool of 20 survey items categorized under the following factors – Purpose, Commitment, Leadership, Role, Work Environment, Innovation, Retention, Diversity & Inclusion, Advocacy, Communication, Wellbeing, Collaboration, Growth, Belonging. These five items form the Engagement Index, which represents the overall engagement score, giving equal weightage to each question. The selected items measure critical engagement factors: Advocacy, Belonging, Commitment, and Retention. These factors are essential for modern workplace engagement as they reflect how strongly employees connect with the organization’s values, their willingness to recommend it, their commitment to staying, and their overall satisfaction. This targeted approach ensures the engagement score provides an accurate measure of how aligned and committed employees feel. • I would recommend my organisation as a great place to work. • My organisation motivates me to contribute more than what is normally required to complete my job. • I am proud to work for my organisation. • I would stay even if offered a similar job at another company with comparable pay and benefits. • I plan to be working in my organisation two years from now. The results have been presented on page 74. #### ESG Annex continued 189 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### How we align to the UN Sustainable Development Goals As a member of the UN Global Compact, we also reviewed our sustainability strategy and material topics in line with the UN Sustainable Development Goals, the blueprint to achieve a better and more sustainable future for all. 3. Good Health and Well-Being 3.9: ‘By 2030, substantially reduce the number of deaths and illnesses from hazardous chemicals and air, water and soil pollution and contamination.’ 84.4% amount of our time is spent indoors. Our products particularly support the achievement of SDG 3.9.1 – ‘Mortality rate attributed to ambient air pollution’ through the provision of increased indoor comfort and air quality. 7. Affordable and Clean Energy 7.3: ‘By 2030, double the global rate of improvement in energy efficiency.’ With a focus on development and sales of low-carbon products, we sell product solutions targeted at reducing carbon emissions of buildings by making them more energy efficient to run. 7.3.1 – ‘Energy intensity measured in terms of primary energy and GDP’. 8. Decent Work and Economic Growth 8.5: ‘By 2030, achieve full and productive employment and decent work for all women and men, including for young people and persons with disabilities, and equal pay for work of equal value.’ Volution is committed to being a diverse and inclusive employer. 9. Industry, Innovation and Infrastructure 9.4: By 2030, upgrade infrastructure and retrofit industries to make them sustainable, with increased resource-use efficiency and greater adoption of clean and environmentally sound technologies and industrial processes, with all countries taking action in accordance with their respective capabilities. Our low-carbon products are part of a sustainable retrofit solution for ventilation and heating, providing solutions that increase energy efficiency in buildings. 12. Responsible Consumption and Production 12.5: ‘By 2030, substantially reduce waste generation through prevention, reduction, recycling and reuse’ SDG target 12.5 is core to Volution’s approach to sustainability and its ambition to limit its impact on the environment. We continue to focus on the adoption of recycled material, with 78.1% of the plastic used within our own facilities from recycled sources in FY25. 13. Climate Action 13.1: “Strengthen resilience and adaptive capacity to climate-related hazards and natural disasters in all countries” 13.2: “Integrate climate change measures into policies, strategies and planning.” Climate change is a key consideration of our business purpose and is embedded into our ongoing sustainability journey. In 2025, our net zero carbon emission targets were validated by SBTi, highlighting our dedication to taking climate action. Our products aid in the realisation of national retrofit plans to mitigate the impacts of climate-related hazards including heat and air quality. #### Our Sustainability Stakeholder Engagement Approach Stakeholder Approach Customers We maintain a continuous dialogue with our investors and customers, to understand their ongoing needs, wants and concerns. Investors Supply chain We engage with our supply chain to enable sustainable procurement. Awareness of challenges and risks related to our supply chain are identified through relevant third-party information sources. Employees We engage with our employees through bi-annual employee forums and townhalls #### ESG Annex continued 190 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() Alternating current or AC the flow of electric current which reverses direction periodically, typically at 50Hz in the UK and Europe. This is the standard type of electricity supply to domestic and commercial properties AC blowers a low-pressure fan with an AC motor AC motor an alternating current motor AHU air handling unit: a ventilation device which usually integrates air, heating and filtration into one combined unit. May also include cooling and heat recovery Decentralised heat recovery a system of ventilation that collects heat from exhaust air that would otherwise be lost and re-uses such heat by transferring it to the incoming fresh air. Decentralised heat recovery consists of multiple units supplying and extracting from around the home EC/DC electronically commutated direct current Electronically commutated or EC a type of motor which historically used a mechanical means of reversing the current flow but which now uses an electronic device to do the same, which is more reliable and more efficient Fan coil a device used to heat or cool a space which includes a water coil and fan for connection to the wider HVAC package within a building HVAC heating, ventilation and air conditioning Hybrid ventilation a method that combines both passive and mechanical means to form a mixed mode ventilation system IAQ indoor air quality Motorised impellers a motor that is supplied complete with an impeller attached to it MVHR mechanical ventilation with heat recovery: a centralised system of ventilation that collects heat from exhaust air that would otherwise be lost and re-uses such heat by transferring it to the incoming fresh air NVHR natural ventilation with heat recycling OEM original equipment manufacturer PIV positive input ventilation: this is an energy efficient method of pushing out and replacing stale, unhealthy air by gently pressurising the home with fresh, filtered air to increase the overall circulation of air in the dwelling RMI repair, maintenance and improvement Rotary heat exchanger a type of heat exchanger consisting of a circular honeycomb matrix which rotates in the airstream of a heat recovery device Plate heat exchanger a type of heat exchanger consisting of a series of plates which transfer the heat from one airstream to another Specifiers persons who may specify certain characteristics of products Low-carbon products – definition We define our low-carbon revenue as a) revenue from products that are designed to be more energy efficient than the product, or method of ventilation or air movement that they replace, and/or b) revenue from products which reduce carbon emissions as verified through national calculation methodologies or recognised schemes for improving the energy efficiency of buildings. In our European businesses, this is driven by the Energy Performance of Buildings Directive (EPBD) with every local jurisdiction having their own national calculation method. In the UK, products that reduce carbon emissions are included in the Standard Assessment Procedure (SAP) and are listed on the Product Characteristics Database (PCDB) or applied in commercial buildings through the Simplified Building Energy Model (SBEM). In Germany, products that reduce carbon use calculations through DIN V 4701-10:2003-08 combined with DIN V 4108-6:2004-03 or DIN V 18599- 6:2018-09. We also include products that are listed through other schemes which recognise energy saving measures such as the Energy Technology List (ETL) in the UK, or in Australia, products that help improve the ‘star rating’ of a home in the Nationwide House Energy Rating Scheme (NatHERS). In addition, we include products that save energy over traditional methods such as our products with automation and our DC/EC motorised extract fans. Our low-carbon products are aligned to our accreditation with the FTSE Russell Green Economy mark where our low-carbon revenue is defined as deriving from ‘green’ products and services as defined by FTSE Russell’s Classification System (2023), within the category of Buildings and Property EM.01.0 ‘revenue generating activities related to the design, development, manufacture or installation of energy efficient products or services for use in buildings’. #### Glossary of Technical Terms 191 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information ![]() #### Shareholder Information #### Shareholder services For any enquiries concerning your shareholding please contact our registrar: Equiniti Limited Aspect House Spencer Road Lancing West Sussex BN99 6DA United Kingdom Equiniti has a shareholder portal offering access to services and information to help manage your shareholdings and inform your important investment decisions. Please visit www.shareview.co.uk. Shareholder helpline: 0371 384 2030 1 from the UK or +44 (0) 121 415 7047 from overseas. Note 1. Lines are open 8.30 am to 5.30 pm, Monday to Friday (excluding public holidays in England and Wales). You can access our Annual Report and Accounts and other shareholder communications through our website, www.volutiongroupplc.com. #### Company advisers External independent auditor PricewaterhouseCoopers LLP Corporate brokers Berenberg Jefferies International Limited Legal adviser Norton Rose Fulbright Financial PR adviser FTI Consulting #### Company Secretary and registered office Fiona Smith Volution Group plc Fleming Way Crawley West Sussex RH10 9YX United Kingdom Registered in England and Wales Company number: 09041571 LSE ticker code: FAN Legal Entity Identifier: 213800EPT84EQCDHO768 Tel: +44 (0) 1293 441 662 Shareholder enquiries: investors@volutiongroupplc.com General enquiries: info@volutiongroupplc.com Website: www.volutiongroupplc.com 192 Volution Group plc Annual Report 2025 Strategic report Governance report Financial statements Additional information Forward-looking statements The Annual Report and Accounts contains certain statements, statistics and projections that are or may be forward looking. The accuracy and completeness of all such statements including, without limitation, statements regarding the future financial position, strategy, projected costs, plans and objectives for the management of future operations of Volution Group plc and its subsidiaries is not warranted or guaranteed. These statements typically contain words such as “intends”, “expects”, “anticipates” and “estimates” and words of similar import. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. Although Volution Group plc believes that the expectations reflected in such statements are reasonable, no assurance can be given that such expectations will prove to be correct. There are a number of factors, which may be beyond the control of Volution Group plc and could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. Other than as required by applicable law or the applicable rules of any exchange on which our securities may be listed, Volution Group plc has no intention or obligation to update forward-looking statements contained herein. ![]() This report was printed by Pureprint Group, a CarbonNeutral® printer, using vegetable based inks. This report is printed on Revive 100, made from 100% FSC® Recycled certified fibre sourced from de-inked post-consumer waste. Revive 100 is a Carbon balanced paper which means that the carbon emissions from its manufacture have been offset. The printer and the manufacturing mill are both credited with ISO 14001 Environmental Management Systems Standard and both are FSC® certified. The mill also holds EMAS, the EU Eco-label This publication is Carbon Balanced with World Land Trust. Balancing is delivered by World Land Trust, an international conservation charity, who offset carbon emissions through the purchase and preservation of high conservation value land. Through protecting standing forests, under threat of clearance, carbon is locked in that would otherwise be released. These protected forests are then able to continue absorbing carbon from the atmosphere, referred to as REDD (Reduced Emissions from Deforestation and forest Degradation). This is now recognised as one of the most cost-effective and swiftest ways to arrest the rise in atmospheric CO 2 and global warming effects. Additional to the carbon benefits is the flora and fauna this land preserves, including a number of species identified at risk of extinction on the IUCN Red List of Threatened Species. ![]() #### Volution Group plc #### Fleming Way #### Crawley #### West Sussex RH10 9YX #### United Kingdom #### volutiongroupplc.com ![]() #### Notice of Annual General Meeting 2025 #### Wednesday 10 December 2025 #### This document is important and requires your immediate attention. If you are in any doubt about the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all of your ordinary shares in Volution Group plc, please give this and the accompanying documents to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was made. ![]() Dear shareholder, #### Annual General Meeting (AGM) 2025 The Directors welcome the opportunity to meet shareholders in person our 2025 AGM. We are proposing to hold this year’s Annual General Meeting (AGM) of Volution Group plc (the Company) at the offices of Norton Rose Fulbright LLP, 3 More London Riverside, London SE1 2AQ, United Kingdom, on Wednesday 10 December 2025 at 12.00 noon. The formal Notice convening the AGM is set out on pages 3 to 4 of this document. An explanation of each of the resolutions to be proposed at the AGM is set out on pages 5 to 6. The AGM is an opportunity for shareholders to express their views and to put questions to the Board. We, as your Board, are committed to open dialogue with our shareholders and our AGM is a good opportunity to engage with you directly. If you would like to submit a question in advance, please email ir@volutiongroupplc.com or write to the Company Secretary at Volution Group plc, Fleming Way, Crawley, West Sussex RH10 9YX. #### Election and Re-election of Directors In accordance with the UK Corporate Governance Code, all Directors will seek election or re-election by shareholders. Since the AGM in 2024, Celia Baxter and Emmanuelle Dubu have been appointed as Directors, and they will be standing for election for the first time since their appointment. All other Directors are seeking re-election at the AGM. As Chair, I believe that the contribution and performance of each of the Directors seeking election or re-election continues to be valuable and effective. Each of the Directors demonstrates commitment to their role and I therefore believe that it is appropriate that each of these Directors should continue to serve on the Board. Biographical details of the Directors seeking re-election are set out in full in the Annual Report and Accounts 2025 on pages 86 and 87 and in the Appendix to this Notice of AGM, and information on their remuneration can be found on pages 111 to 124 of the Annual Report and Accounts 2025. #### Shareholder Consultation – Dis-application of Pre-Emption Rights In its 2024 Annual General Meeting results announcement, released on 11 December 2024, the Company noted that Resolution 15, in relation to the additional dis-application of pre-emption rights, received just over 20% of votes against (with 79% of votes cast being in favour). By way of background, it was the first time the Company had sought the additional authority to disapply of pre-emption rights, although market practice shows that since 2023 more companies have sought this authority. The resolution was in line with the “Disapplying Pre-Emption Rights – A Statement of Principles” published by the Pre-Emption Group in November 2022 (Statement of Principles 2022) and the specific authority sought in Resolution 15 would have been limited to the issuance of equity shares for cash, in connection with either an acquisition or a specified capital investment. In line with the requirements of the UK Corporate Governance Code, the Company engaged with those shareholders who voted against Resolution 15 to understand their concerns. Views expressed during the consultation related largely to reservations concerning the increased amount of capital that could be raised under the new authority. In certain cases, this authority conflicted with underlying institutional shareholders’ internal voting policies. The Company considered shareholder feedback when recommending resolutions for the 2025 AGM and, after careful consideration, the Board has concluded that it remains in the Company’s best interest to retain the flexibility provided by this additional disapplication of pre-emption rights authority. In particular it provides the Board with the flexibility to raise equity finance quickly and without having to incur further time and expense necessary to hold a general meeting of shareholders to obtain consent. The Board undertakes, to the extent practicable, to consult with its major shareholders before exercising this resolution. #### Voting arrangements Each of the resolutions to be considered at the AGM will be voted on by way of a poll. This ensures that shareholders who are not able to attend the AGM, but who have appointed proxies, have their votes accounted for. The results of the poll will be announced to the London Stock Exchange and published on the Company’s website as soon as possible after the conclusion of the AGM. If you would like to vote on the resolutions but will not be attending the AGM, you may appoint a proxy by completing and returning the enclosed Form of Proxy in accordance with the instructions printed on it. Forms of Proxy should be returned to be received by the Company’s registrar, Equiniti Limited, as soon as possible and in any event no later than 12.00 noon on Monday 8 December 2025. Alternatively, online at www.shareview.co.uk or, if you hold your shares in CREST, you may appoint a proxy electronically via the CREST system. If you hold your shares through a nominee service, please contact the nominee service provider regarding the process for appointing a proxy. #### Recommendation Your Directors consider that all of the resolutions in the Notice of AGM are in the best interests of the Company and its shareholders as a whole and unanimously recommend that you vote in favour of them, as they will do in respect of their own shareholdings. Yours faithfully, Nigel Lingwood Chair Volution Group plc Registered office: Fleming Way, Crawley, West Sussex RH10 9YX Registered in England and Wales number: 09041571 22 October 2025 2 Volution Group plc Notice of Annual General Meeting 2025 ![]() Notice is hereby given that the Annual General Meeting of Volution Group plc will be held on Wednesday 10 December 2025 at the offices of Norton Rose Fulbright LLP, 3 More London Riverside, London SE1 2AQ, United Kingdom, at 12.00 noon to transact the business set out in the resolutions below. Resolutions 1 to 14 will be proposed as ordinary resolutions. For each of these to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 15 to 18 will be proposed as special resolutions. For each of these to be passed, at least three-quarters of the votes cast must be in favour of the resolution. Voting on all resolutions will be by way of a poll. For further information on all resolutions, please refer to the Explanatory Notes, which can be found on pages 5 to 6. #### Ordinary resolutions Annual Report and Accounts 1. To receive and adopt the Annual Report and Accounts for the financial year ended 31 July 2025 together with the Directors’ Report and the Auditor’s Report on those accounts. Directors’ Remuneration Report 2. To approve the Annual Report on Remuneration (excluding the Remuneration Policy) set out on pages 111 to 124 of the Directors’ Remuneration Report in the Annual Report and Accounts 2025. Final dividend 3. To declare a final dividend of 7.4 pence per ordinary share in respect of the financial year ended 31 July 2025. Re-election of Directors 4. To re-elect Nigel Lingwood as a Director. 5. To re-elect Ronnie George as a Director. 6. To re-elect Andy O’Brien as a Director. 7. To re-elect Jonathan Davis as a Director. 8. To re-elect Amanda Mellor as a Director. 9. To elect Celia Baxter as a Director. 10. To elect Emmanuelle Dubu as a Director. Appointment of auditor 11. To appoint PricewaterhouseCoopers LLP as auditor of the Company, to hold office until the conclusion of the next general meeting at which accounts are laid before the Company. Auditor’s remuneration 12. To authorise the Audit Committee to determine the remuneration of the auditor. Political donations 13. That the Company and all the companies that are the Company’s subsidiaries at any time during the period for which this resolution has effect be authorised to: (a) make political donations to political parties and/or independent election candidates not exceeding £50,000 in total; (b) make political donations to political organisations other than political parties not exceeding £50,000 in total; and (c) incur political expenditure not exceeding £50,000 in total, in each case during the period beginning with the date of the Annual General Meeting 2025 and ending at the close of business on the day on which the Annual General Meeting 2026 is held or 31 January 2027, whichever is the earlier. The maximum amounts in (a), (b) and (c) may comprise sums in different currencies, which shall be converted at such rate as the Board may in its absolute discretion determine to be appropriate. For the purposes of this resolution, the terms “political donations”, “political parties”, “independent election candidates”, “political organisations” and “political expenditure” have the meanings set out in Sections 363 to 365 of the Companies Act 2006. Authority to allot ordinary shares 14. That, in substitution for all subsisting authorities to the extent unused, the Directors be generally and unconditionally authorised for the purposes of Section 551 of the Companies Act 2006 (the Act) to exercise all the powers of the Company to allot shares in the Company or to grant rights to subscribe for, or to convert any securities into, shares in the Company: (a) up to an aggregate nominal amount (within the meaning of Section 551(3) and (6) of the Act) of £660,436 (such amount to be reduced by the nominal amount allotted or granted under (b) below in excess of such sum); and (b) comprising equity securities (as defined in Section 560 of the Act) up to an aggregate nominal amount (within the meaning of Section 551(3) and (6) of the Act) of £1,320,872 (such amount to be reduced by any allotments or grants made under paragraph (a) of this resolution) in connection with, or pursuant to, a fully pre-emptive offer in favour of holders of ordinary shares in proportion (as nearly as practicable) to the respective number of ordinary shares held by them on the record date for such allotment (and holders of any other class of equity securities entitled to participate therein, or, if the Directors consider it necessary, as permitted by the rights of those securities), but subject to such exclusions or other arrangements to deal with fractional entitlements, treasury shares, record dates, or legal, regulatory or practical difficulties which may arise under the laws of, or the requirements of any regulatory body or stock exchange in, any territory or any other matter whatsoever, these authorisations to expire at the conclusion of the next Annual General Meeting of the Company or at the close of business on 31 January 2027, whichever is the earlier (save that the Company may before such expiry make offers or enter into agreements which would or might require shares to be allotted, or rights to be granted, after such expiry and the Directors may allot shares or grant rights to subscribe for, or to convert any securities into, shares, in pursuance of any such offers or agreements as if the authorisations conferred hereby had not expired). #### Notice of Annual General Meeting 3 Volution Group plc Notice of Annual General Meeting 2025 ![]() #### Special resolutions Authority to disapply pre-emption rights 15. That, if resolution 14 is passed and in substitution for all subsisting authorities to the extent unused, the Directors be and they are hereby authorised, pursuant to Section 570 and Section 573 of the Companies Act 2006 (the Act) to allot equity securities (as defined in the Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if Section 561 of the Act did not apply to any such allotment or sale, such authority to be limited: (a) to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of resolution 14, by way of a fully pre-emptive offer only): (i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and (ii) to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with any treasury shares, fractional entitlements or securities represented by depositary receipts, record dates, legal, regulatory body or stock exchange or any other matter; and (b) to the allotment of equity securities or the sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of £198,130. such authority to expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, at the close of business on 31 January 2027 (unless previously renewed, varied or revoked by the Company at a general meeting), but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offers or agreements as if the authority had not expired. Additional authority to disapply pre-emption rights 16. That, if resolution 14 is passed and in substitution for all subsisting authorities to the extent unused, the Directors be and they are hereby authorised, in addition to any authority granted under resolution 15, pursuant to Section 570 and Section 573 Companies Act 2006 (the Act), to allot equity securities (as defined in the Act) for cash under the authority given by resolution 14 and/or to sell ordinary shares held by the Company as treasury shares for cash as if Section 561 of the Act did not apply to any such allotment or sale, such authority to be limited to the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of £198,130 such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Directors determine to be an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice of Annual General Meeting. Such authority to expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, at the close of business on 31 January 2027 (unless previously renewed, varied or revoked by the Company at a general meeting), but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offers or agreements as if the authority had not expired. Authority for the Company to make market purchases of its own shares 17. That the Company be and is hereby generally and unconditionally authorised, for the purposes of Section 701 Companies Act 2006 (the Act), to make market purchases (within the meaning of Section 693(4) of the Act) of ordinary shares of 1 pence each in the capital of the Company (Ordinary Shares) on such terms and in such manner as the Directors shall from time to time determine, provided that: (a) the maximum aggregate number of Ordinary Shares hereby authorised to be purchased is 19,813,081 (representing 10% of the issued share capital, excluding shares held in treasury); (b) the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is 1 pence (being the nominal value of an Ordinary Share); (c) the maximum price (exclusive of expenses) which may be paid for an Ordinary Share is the higher of (i) an amount equal to 105% of the average of the middle market quotations for an Ordinary Share (as derived from the London Stock Exchange Daily Official List) for the five business days immediately preceding the date on which that Ordinary Share is contracted to be purchased, and (ii) an amount equal to the higher of the price of the last independent trade of an Ordinary Share and the highest current independent bid on the trading venues where the purchase is carried out; (d) the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or at the close of business on 31 January 2027, whichever is the earlier, unless previously revoked, varied or renewed by the Company in general meeting prior to such time; and the Company may at any time prior to the expiry of such authority enter into a contract or contracts under which a purchase of Ordinary Shares under such authority will or may be completed or executed wholly or partly after the expiration of such authority and the Company may purchase Ordinary Shares in pursuance of any such contract or contracts as if the authority conferred hereby had not expired. Notice period for general meetings, other than Annual General Meetings 18. That a general meeting, other than an Annual General Meeting, may be called on not less than 14 clear days’ notice. By Order of the Board Fiona Smith Company Secretary 22 October 2025 Volution Group plc Registered office: Fleming Way, Crawley, West Sussex RH10 9YX Registered in England and Wales number: 09041571 4 Volution Group plc Notice of Annual General Meeting 2025 ![]() #### Resolution 1 – To receive the Annual Report and Accounts 2025 The Directors are required by the Companies Act 2006 (the Act) to present the accounts, the Directors’ Report and the Auditor’s Report for the year ended 31 July 2025 to shareholders at the Annual General Meeting. These are contained in the Company’s Annual Report and Accounts 2025. #### Resolution 2 – To approve the Directors’ Remuneration Report Under Section 420 of the Act, the Directors must prepare an annual report detailing the remuneration of the Directors and a statement by the Chair of the Remuneration Committee (together, the Directors’ Remuneration Report). The Act also requires that a resolution be put to shareholders each year for their approval of that report (excluding the part containing the Directors’ Remuneration Policy). The Directors’ Remuneration Report can be found on pages 111 to 124 of the Annual Report and Accounts 2025. This resolution is an advisory vote only, which means that payments made or promised to Directors will not have to be repaid, reduced or withheld if this resolution is not passed. #### Resolution 3 – To declare a final dividend The Company is proposing to shareholders a final dividend of 7.4 pence per ordinary share. If this resolution is approved, the recommended final dividend will be paid on 16 December 2025 to shareholders who are on the register of members of the Company at the close of business on 21 November 2025. #### Resolutions 4 to 10 – Election and Re-election of Directors Resolutions 4 to 10 inclusive deal with the election and re-election of the Directors in accordance with the requirements of the UK Corporate Governance Code (the Code) and the Company’s Articles of Association. The Code provides for all directors of listed companies to be subject to re-election by the shareholders every year and, for any new director, election at the first annual general meeting after their appointment. Accordingly, in keeping with the Board’s aim of following best corporate governance practice, all Directors are standing for election or re-election by the shareholders at this year’s AGM. Having considered the performance and contribution made by each of the Directors standing for election or re-election, each of these Directors continues to demonstrate that they remain committed to the role, continues to be an effective and valuable member of the Board and is able to dedicate sufficient time to their duties. The Directors also believe that the Board continues to include an appropriate balance of experience and skills and provides effective leadership for the Company. The Board has a variety of skills which include significant financial experience, extensive knowledge of the ventilation industry, sustainability matters, and extensive governance experience with a wide range of experience of public companies listed on the London Stock Exchange. In addition, the Board has determined that, in its judgement, all of the independent Non-Executive Directors being proposed for election or re-election meet the independence criteria prescribed in the Code as all are independent in character and judgement and there are no relationships or circumstances which are likely to affect, or could appear to affect, their judgement. Biographies of each of the Directors seeking election or re-election can be found on pages 86 and 87 of the Annual Report and Accounts 2025, in the Appendix to this Notice of AGM, and on the Company’s website, www.volutiongroupplc.com. Resolution 11 – To appoint PricewaterhouseCoopers LLP as the Company’s auditor The Company is required to appoint an auditor at each general meeting at which accounts are laid before shareholders, to hold office until the next such meeting. This resolution proposes the appointment of PricewaterhouseCoopers LLP until the conclusion of the next Annual General Meeting. #### Resolution 12 – To authorise the Audit Committee to determine the remuneration of the auditor This resolution authorises the Audit Committee, in accordance with standard practice, to negotiate and agree the fees to be paid to the auditor. #### Resolution 13 – Political donations and expenditure The Company does not make, and does not intend to make, any political donations or incur political expenditure. However, the law in this area is widely drafted and could prohibit some activities (such as political lobbying and promoting changes in the law which the Board considers would be in the interest of the Company) unless the Company has first obtained shareholder approval. This resolution therefore seeks authority to permit political donations and political expenditure in order to authorise activities which would be within the Company’s ordinary business. The resolution also permits political donations made and political expenditure incurred by any subsidiary of the Company. #### Resolution 14 – To authorise the Directors to allot ordinary shares The authority in paragraph (a) of this resolution will authorise the Directors to allot the Company’s unissued shares up to a maximum nominal amount of £660,436. This amount represents one-third of the Company’s issued ordinary share capital (excluding treasury shares) as at 14 October 2025, the latest practicable date prior to the publication of this Notice. In accordance with institutional guidelines issued by the Investment Association (IA), paragraph (b) of this resolution will allow the Directors to allot, including the shares referred to in paragraph (a), further of the Company’s shares in connection with a pre-emptive offer by way of a rights issue up to a maximum nominal amount of £1,320,872, representing approximately two-thirds of the Company’s issued ordinary share capital (excluding treasury shares) as at 14 October 2025. If this resolution is passed, this authority will expire at the end of the next Annual General Meeting of the Company which takes place the year after it is passed or at the close of business on 31 January 2027, whichever is the earlier. The Directors will continue to seek to renew these authorities at each Annual General Meeting in accordance with best practice. Although the Directors have no present intention to exercise either of these authorities sought, except in connection with the Company’s obligations under its employee share schemes, it is considered prudent to maintain the flexibility they provide. If the Directors do exercise either authority, they intend to follow best practice as regards use, as recommended by the IA. As at 14 October 2025, the latest practicable date prior to the publication of this Notice, the Company held 1,869,190 ordinary shares in an Employee Benefit Trust, deemed to be treasury shares, representing 0.93% of the issued share capital. #### Explanatory Notes to the Notice of Annual #### General Meeting 5 Volution Group plc Notice of Annual General Meeting 2025 ![]() #### Resolution 15 and 16 – To authorise the Directors to disapply pre-emption rights If the Directors wish to allot new shares or other equity securities (or sell treasury shares) for cash pursuant to the authority under resolution 14, company law requires that these shares are first offered to shareholders in proportion to their existing holdings unless shareholders have given authority for the waiver of their statutory pre-emption rights by way of special resolution. It may, in certain circumstances, be in the best interests of the Company to allot shares (or grant rights over shares) or sell treasury shares for cash without first offering them to shareholders in proportion to their holdings. As a result, as at the previous Annual General Meeting, and in accordance with the Pre-Emption Group’s Statement of Principles 2022 on Disapplying Pre-Emption Rights (Statement of Principles 2022), the Directors are seeking authority to disapply statutory pre-emption rights in two separate special resolutions: • the first, resolution 15, seeks authority for the Directors, pursuant to the allotment authority given by resolution 14, to disapply pre-emption rights and: (i) issue shares (or sell treasury shares) for cash in connection with pre-emptive offers and offers to holders of other equity securities if required by the rights of those securities or as the Directors consider necessary; and (ii) issue shares or sell treasury shares for cash (otherwise than pursuant to (i) above) up to an aggregate nominal amount of £198,130 representing approximately 10% of the Company’s issued ordinary share capital; and • the second, resolution 16, seeks authority for the Directors to disapply pre-emption rights and allot new shares and other equity securities pursuant to the allotment authority given by resolution 14, or sell treasury shares for cash, up to a further aggregate nominal amount of £198,130, representing approximately an additional 10% of the Company’s issued ordinary share capital, but only for the purposes of financing a transaction which the Directors determine to be an acquisition or a specified capital investment, as contemplated by the Statement of Principles 2022. The aggregate nominal amounts above represent approximately 10% respectively of the issued ordinary share capital of the Company as at 14 October 2025, being the latest practicable date prior to the publication of this Notice. Resolutions 15 and 16 are in line with the disapplication authorities permitted by the Statement of Principles 2022. This allows a board to allot shares for cash otherwise than in connection with a pre-emptive offer (i) up to 10% of a company’s issued ordinary share capital for use on an unrestricted basis, and (ii) up to an additional 10% of issued ordinary share capital in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment, or which has taken place in the preceding 12 month period and is disclosed in the announcement of the allotment. The Directors have no present intention of exercising any of the authorities granted by resolutions 15 or 16 but they consider their grants to be appropriate and in the best interests of the Company in order to preserve maximum flexibility in the future. The Directors confirm that they will follow the shareholder protections in Part 2B of the Statement of Principles 2022. The Company intends to renew these authorities annually. Both authorities will expire on the earlier of either the conclusion of the next Annual General Meeting of the Company or the close of business on 31 January 2027. As at 14 October 2025 being the latest practicable date before the publication of this Notice, the Company held 1,869,190 ordinary shares of the Company in treasury representing 0.93% of the total ordinary share capital in issue (excluding treasury shares) at that date. #### Resolution 17 – Authority for the Company to purchase its own shares This resolution is to authorise the Company to buy back up to 19,813,081 Ordinary Shares. The authority will expire at the conclusion of the next Annual General Meeting of the Company which takes place the year after it is passed or at the close of business on 31 January 2027, whichever is the earlier. The Board intends to seek renewal of this authority at subsequent Annual General Meetings in accordance with current best practice. The resolution specifies the maximum number of Ordinary Shares which may be purchased (representing 10% of the Company’s issued ordinary share capital as at 14 October 2025) (excluding treasury shares) and the maximum and minimum prices at which they may be bought, exclusive of expenses, reflecting the requirements of the Act and the UK Listing Rules. The Directors have no current intention to exercise the authority given by this resolution, but will keep the matter under review. The granting of this authority should not be taken to imply that any Ordinary Shares will be purchased. No purchase of Ordinary Shares will be made unless it is expected that the effect will be to increase earnings per share, as well as all other relevant factors, and the Directors consider it to be in the best interests of shareholders. Under the Act, the Company is allowed to hold its own shares in treasury following a buy back, instead of having to cancel them. This gives the Company the ability to re-issue treasury shares quickly and cost effectively and provides the Company with additional flexibility in the management of its capital base. Such shares may be resold for cash or used to satisfy options issued to employees pursuant to the Company’s employees share plans but all rights attaching to them, including voting rights and any right to receive dividends, are suspended whilst they are held in treasury. If the Board exercises the authority conferred by this resolution, the Company will have the option of either holding in treasury or of cancelling any of its own shares purchased pursuant to this authority and will decide at the time of purchase which option to pursue. The total number of options to subscribe for shares outstanding at 14 October 2025, the latest practicable date before the publication of this Notice, was 3,659,148. This represents 1.85% of the issued share capital (excluding treasury shares) at that date. If the Company was to buy back the maximum number of Ordinary Shares permitted pursuant to this resolution, then the total number of options to subscribe for Ordinary Shares outstanding at 14 October 2025 would represent 2.05% of the reduced issued share capital. #### Resolution 18 – Notice period for general meetings, other than Annual General Meetings Under the Act, the notice period required for all general meetings of the Company is 21 days. Annual General Meetings will always be held on at least 20 working days’ notice, but shareholders can approve a shorter notice period for other general meetings. This resolution would, if passed, allow the Company flexibility to call general meetings, other than Annual General Meetings, on not less than 14 clear days’ notice. If approved, it will be effective until the Company’s next Annual General Meeting, when it is intended that a similar resolution be proposed. The shorter notice period would not be used as a matter of routine, but only where the flexibility was merited by the business of the meeting and was thought to be in the interests of the shareholders as a whole. Note that changes to the Act mean that, in order to be able to call a general meeting on less than 21 clear days’ notice, the Company must make a means of electronic voting available for all shareholders for that meeting. 6 Volution Group plc Notice of Annual General Meeting 2025 ![]() 1. Attending the Annual General Meeting in person If you wish to attend the Annual General Meeting in person, you should arrive at the venue in good time to allow your attendance to be registered. It is advisable to have some form of identification with you as you may be asked to provide evidence of your identity to the Company’s registrar, Equiniti Limited (the Registrar), prior to being admitted to the Annual General Meeting. 2. Appointment of proxies Members are entitled to appoint one or more proxies to exercise all or any of their rights to attend, speak and vote at the Annual General Meeting. A proxy need not be a member of the Company but must attend the Annual General Meeting to represent a member. To be validly appointed, a proxy must be appointed using the procedures set out in these notes and in the notes to the accompanying Form of Proxy. If members wish their proxy to speak on their behalf at the Annual General Meeting, members will need to appoint their own choice of proxy (not the Chair of the Annual General Meeting) and give their instructions directly to them. Members can only appoint more than one proxy where each proxy is appointed to exercise rights attached to different shares. Members cannot appoint more than one proxy to exercise the rights attached to the same share(s). If a member wishes to appoint more than one proxy, they should contact the Registrar by telephone on +44(0) 371 384 2030. Lines are open 8.30 am to 5.30 pm, Monday to Friday (excluding public holidays in England and Wales). If calling from overseas, please ensure the country code is used. A member may instruct their proxy to abstain from voting on any resolution to be considered at the Annual General Meeting by marking the “Vote withheld” option when appointing their proxy. It should be noted that a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes “For” or “Against” the resolution. The appointment of a proxy will not prevent a member from attending the Annual General Meeting and voting in person if they wish. A person who is not a member of the Company but who has been nominated by a member to enjoy information rights does not have a right to appoint any proxies under the procedures set out in these notes and should read note 9 below. 3. Appointment of a proxy using a Form of Proxy A Form of Proxy for use in connection with the Annual General Meeting is enclosed. To be valid, a Form of Proxy or other instrument appointing a proxy, together with any power of attorney or other authority under which it is signed or a certified copy thereof, must be received by the Registrar at Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA no later than 48 hours (excluding non-working days) before the time of the Annual General Meeting or any adjournment of that Meeting. If you do not have a Form of Proxy and believe that you should have one, or you require additional Forms of Proxy, please contact the Registrar. Amended instructions must also be received by the Registrar by the deadline for receipt of Forms of Proxy. 4. Appointment of a proxy online through Shareview To lodge a proxy online, please visit www.shareview.co.uk and follow the instructions provided. If you have not yet registered for a Shareview Portfolio, go to www.shareview.co.uk and enter the requested information. It is important that you register for a Shareview Portfolio with enough time to complete the registration and authentication processes. To be valid, the Proxy Form or other instrument appointing a proxy must be received by the Company’s Registrar, Equiniti, by no later than 12.00 noon on Monday 8 December 2025. 5. Appointment of a proxy through CREST CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual and by logging on to the following website: www.euroclear.com. CREST personal members or other CREST sponsored members, and those CREST members who have appointed (a) voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s specifications and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the Registrar (ID RA19) no later than 48 hours (excluding non-working days) before the time of the Annual General Meeting or any adjournment of that meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the Registrar is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member, or has appointed (a) voting service provider(s), to procure that their CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 (as amended). 6. Appointment of a proxy by joint holders In the case of joint holders, where more than one of the joint holders purports to appoint one or more proxies, only the purported appointment submitted by the most senior holder will be accepted. Seniority shall be determined by the order in which the names of the joint holders stand in the Company’s register of members in respect of the joint holding. 7. Corporate representatives Any corporation which is a member can appoint one or more corporate representatives. Members can only appoint more than one corporate representative where each corporate representative is appointed to exercise rights attached to different shares. Members cannot appoint more than one corporate representative to exercise the rights attached to the same share(s). #### Administrative Notes in Connection with #### the Annual General Meeting 7 Volution Group plc Notice of Annual General Meeting 2025 ![]() 8. Entitlement to attend and vote To be entitled to attend and vote at the Annual General Meeting (and for the purpose of determining the votes they may cast), members must be registered in the Company’s register of members at the close of business on Monday 8 December 2025 (or, if the Annual General Meeting is adjourned, at the close of business on the day two days (excluding non-working days) prior to the adjourned meeting). Changes to the register of members after the relevant deadline will be disregarded in determining the rights of any person to attend and vote at the Annual General Meeting. 9. Votes to be taken by a poll At the Annual General Meeting, all votes will be taken by a poll rather than on a show of hands. It is intended that the results of the poll votes will be announced to the London Stock Exchange and published on the Company’s website, www.volutiongroupplc.com, as soon as practicable following the conclusion of the Annual General Meeting. Poll cards will be issued on registration to those attending the Annual General Meeting. 10. Nominated persons Any person to whom this Notice is sent who is a person nominated under Section 146 of the Companies Act 2006 (the Act) to enjoy information rights (a Nominated Person) may, under an agreement between them and the member by whom they were nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Annual General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, they may, under any such agreement, have a right to give instructions to the member as to the exercise of voting rights. 11. Website giving information regarding the Annual General Meeting Information regarding the Annual General Meeting, including information required by Section 311A of the Act, and a copy of this Notice of Annual General Meeting are available from the “Investors” section at www.volutiongroupplc.com. 12. Audit concerns Members should note that it is possible that, pursuant to requests made by members (meeting the threshold requirements) of the Company under Section 527 of the Act, the Company may be required to publish on a website a statement setting out any matter relating to: (a) the audit of the Company’s accounts (including the Auditor’s Report and the conduct of the audit) that are to be laid before the Annual General Meeting; or (b) any circumstance connected with the auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with Section 437 of the Act. The Company may not require the members requesting any such website publication to pay its expenses in complying with Sections 527 or 528 of the Act. Where the Company is required to place a statement on a website under Section 527 of the Act, it must forward the statement to the Company’s auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required under Section 527 of the Act to publish on a website. 13. Voting rights The Company’s issued share capital as at 14 October 2025 (the latest practicable date prior to the publication of this Notice) consisted of 200,000,000 ordinary shares, of which 1,869,190 were held in treasury. The ordinary shares carry one vote each on a poll at general meetings of the Company. The Company is not permitted to exercise the voting rights attaching to shares held in treasury. Therefore, the total number of voting rights in the Company at 14 October 2025 was 198,130,810. 14. Notification of shareholdings Any person holding 3% or more of the total voting rights of the Company who appoints a person other than the Chair of the Annual General Meeting as their proxy will need to ensure that both they, and their proxy, comply with their respective disclosure obligations under the Disclosure Guidance and Transparency Rules. 15. Members’ right to require circulation of a resolution to be proposed at the #### Annual General Meeting Members meeting the threshold requirements set out in the Act have the right to (a) require the Company to give notice of any resolution which can properly be, and is to be, moved at the Annual General Meeting pursuant to Section 338 of the Act; and/or (b) include a matter in the business to be dealt with at the Annual General Meeting pursuant to Section 338A of the Act. 16. Further questions and communication Under Section 319A of the Act, the Company must cause to be answered any question relating to the business being dealt with at the Annual General Meeting put by a member attending the Annual General Meeting unless answering the question would interfere unduly with the preparation for the Annual General Meeting or involve the disclosure of confidential information, or the answer has already been given on a website in the form of an answer to a question, or it is undesirable in the interests of the Company or the good order of the Annual General Meeting that the question be answered. Members who have any queries about the Annual General Meeting should contact the Company by email at ir@volutiongroupplc.com. 17. Electronic address Any electronic address provided either in the Notice of AGM or in any related documents (including the Form of Proxy) may not be used to communicate with the Company for any purposes other than those expressly stated. 18. Documents available for inspection Copies of the Executive Directors’ service contracts and the letters of appointment of the Non-Executive Directors are available for inspection at the registered office of the Company during usual business hours (Saturdays, Sundays and public holidays in England and Wales excepted) and will be available at the place of the Annual General Meeting from 15 minutes before the Annual General Meeting until its conclusion. 19. Data privacy A member’s personal data includes all data provided by the member, or on behalf of the member, which relates to the member as a shareholder, including their name and contact details, the votes they cast and their Shareholder Reference Number (attributed to them by the Company). The Company determines the purposes for which and the manner in which the member’s personal data is to be processed. The Company and any third party to which it discloses the data (including the Company’s registrar) may process the member’s personal data for the purposes of compiling and updating the Company’s record, fulfilling its legal obligations and processing the shareholder rights the member exercises. A copy of the Company’s privacy policy can be found on the Company website: volutiongroupplc.com. 8 Volution Group plc Notice of Annual General Meeting 2025 ![]() #### Nigel Lingwood Non-Executive Chair Appointed: 30 April 2020 Career and experience: Nigel joined the Board in April 2020 as an independent Non-Executive Director and Chair of the Audit Committee. He became Chair of the Board on 23 June 2023. He is Chair of the Nomination Committee and a member of the Remuneration Committee. Nigel was group finance director of Diploma PLC from 2001 to 2020. During his time at Diploma, Nigel oversaw more than 50 international acquisitions across Europe, North America and Australia, during which time the company had grown market capitalisation from c.£60 million to c.£2.7 billion. Nigel was previously senior independent director and audit committee chair of Creston plc from July 2015 until December 2016 when the company was taken private. Skills and attributes which support strategy and long-term success: Nigel brings extensive public company, financial and accounting and acquisition experience. He also has recent and relevant financial and accounting expertise together with extensive public company experience and wide-ranging international business experience, significant strategic and operational expertise together with extensive M&A experience, both in the UK and internationally. External appointments: Nigel is currently senior independent director and audit committee chair at Dialight plc and non-executive chair of Forterra plc. #### Ronnie George Chief Executive Officer Appointed: 15 May 2014 Career and experience: Ronnie joined Volution in 2008 as Managing Director of the Vent-Axia Division and became CEO in 2012 upon leading the management buy-out backed by TowerBrook Capital Partners LP. Since then, he has transformed the Company from a UK-centric provider of air quality solutions into a globally diversified organisation with 29 market leading brands in 17 countries. Ronnie led the successful listing of Volution on the London Stock Exchange in 2014 and has subsequently delivered a strong and consistent financial performance, growing the Company organically and through acquisitions since first becoming CEO. Volution is now one of the leading ventilation companies fully active on an international basis. Ronnie has extensive industry experience and prior to joining Volution spent 20 years in the wire and cable industry, latterly leading Draka’s global activities to supply to the marine, oil and gas sectors. Skills and attributes which support strategy and long-term success: Significant strategic and operational expertise together with extensive M&A experience, both in the UK and internationally, and in-depth knowledge of the ventilation industry. External appointments: None. #### Andy O’Brien Chief Financial Officer Appointed: 1 August 2019 Career and experience: Andy joined Volution as Chief Financial Officer in August 2019 following nine years at Aggreko plc, a leading global provider of mobile power and temperature control solutions, where he held a number of senior finance roles most recently as finance director, power solutions. Andy’s background also includes broad financial leadership, strategy and general management positions in the oil & gas and building materials industries with General Electric and Lafarge S.A. Andy brings extensive international financial and accounting expertise through a background working in a global business environment, having lived and worked in the Nordics, Middle East and Singapore as well as the UK and Republic of Ireland. Throughout his career, Andy has operated in environments where cost control and strong operational management has been critical. Skills and attributes which support strategy and long-term success: Financial and accounting expertise both in the UK and internationally, significant M&A experience, strong track record of building, developing and leading multi-location teams. External appointments: None. Amanda Mellor Senior Independent Non-Executive Director, Director for Sustainability Oversight Appointed: 19 March 2018 Career and experience: Amanda joined the Board in March 2018 as an independent Non-Executive Director and brings experience in international business, shareholder relations, strategy and governance. She is also the Senior Independent Director of the Board. She is a member of the Audit, Remuneration and Nomination Committees. Amanda also has wide-ranging experience in climate and sustainability matters and attends Volution’s Management Sustainability Committee meetings as representative of the Board, to ensure effective oversight of the Group’s environmental and social sustainability agenda. Amanda is currently the group secretary of Haleon plc and was previously group secretary for Standard Chartered plc and, prior to that, group secretary and head of corporate governance at Marks and Spencer Group plc, where she was also an executive member of the operating committee. As part of these roles, Amanda was involved in numerous sustainability-related and climate transition initiatives. Skills and attributes which support strategy and long-term success: Experience in international business, consumer and retail, sustainability and ESG, shareholder relations, strategy and governance. External appointments: Amanda is currently group secretary of Haleon plc. #### Appendix – Biographical details of the Directors 9 Volution Group plc Notice of Annual General Meeting 2025 ![]() #### Jonathan Davis Independent Non-Executive Director Appointed: 23 June 2023 Career and experience: Jonathan joined the Board in June 2023 as an independent Non-Executive Director and Chair of the Audit Committee, bringing strong financial and accounting expertise and extensive public company, M&A and international experience. Jonathan is also a member of the Nomination and Remuneration Committees. He was group finance director at Rotork plc, a FTSE 250 global provider of mission-critical intelligent flow control solutions operating across a diverse range of markets, including the oil & gas, water, power, chemicals, and process industries, from 2010 until his retirement in April 2024. Skills and attributes which support strategy and long-term success: Recent and relevant financial and accounting expertise, public company and international experience. External appointments: None. #### Celia Baxter Independent Non-Executive Director Appointed: 5 March 2025 Career and experience: Celia joined the Board in March 2025 as an independent Non-Executive Director and as Chair Designate of the Remuneration Committee, and became Chair of the Remuneration Committee on 10 July 2025. She is also a member of the Nomination and Audit Committees, and is the nominated Non-Executive Director for Workforce Engagement. Celia brings with her extensive experience at both executive and board level in a number of FTSE250 and FTSE100 companies. She began her executive career in the field of human resources at Ford Motor Company, moving on to KPMG, Tate & Lyle plc, Enterprise Oil and Hays plc. In her most recent executive role at Bunzl plc, from which she retired in 2016, Celia was Group Human Resources Director from 2003, and a member of the Executive Committee responsible for HR and sustainability. Skills and attributes which support strategy and long-term success: Celia’s significant experience in the area of executive remuneration and her broader understanding of industrial businesses that have grown by acquisition provides a strong contribution to Board discussions and supports the Board’s development of the Volution people and remuneration strategy across the global business. External appointments: Celia is currently senior independent director and chair of the remuneration committee at discoverIE Group plc and Dowlais Group plc. #### Emmanuelle Dubu Independent Non-Executive Director Appointed: 5 March 2025 Career and experience: Emmanuelle joined the Board in March 2025 as an independent Non-Executive Director. She is a member of the Nomination, Remuneration and Audit Committees. Emmanuelle retired from her executive career in 2024, during which she gained over 30 years of experience in international engineering and manufacturing businesses. She was Executive Vice President and CEO of Sercel from 2020 until 2024, an international business specialising in developing cutting-edge, high-quality sensors and digital solutions for oil exploration, structural health monitoring and energy transition applications, with over 1,400 employees and several manufacturing sites across Europe, the US and Asia. Sercel is a subsidiary of Viridien, a Euronext-listed technology company based in France. Skills and attributes which support strategy and long-term success: Emmanuelle’s strong international background and extensive experience in the manufacturing industry brings valuable input to Volution as it continues to develop its growth strategy across a geographically diverse range of markets. External appointments: Emmanuelle is non-executive director at Bodycote plc 10 Volution Group plc Notice of Annual General Meeting 2025 ![]() 11 Volution Group plc Notice of Annual General Meeting 2025 #### Volution Group plc Fleming Way Crawley West Sussex RH10 9YX United Kingdom www.volutiongroupplc.com Tel: +44 (0) 1293 441662 ![]() Dear shareholder, #### Volution Group plc #### Notice of AGM 2025 and Annual Report and Accounts for the year ended 31 July 2025 Thank you for registering to receive shareholder communications from Volution Group plc electronically. I am pleased to notify you that the Volution Group plc Annual Report and Accounts for the year ended 31 July 2025 and Notice of Annual General Meeting (the “AGM”) are now available on the Volution Group plc website at www.volutiongroupplc.com. The Company’s AGM will be held at the offices of Norton Rose Fulbright LLP, 3 More London Riverside, London SE1 2AQ, United Kingdom at 12.00 noon on Wednesday 10 December 2025. A proxy form is enclosed with this letter. Please refer to the AGM Notice on the Company’s website when completing it. Completed proxy forms must be received by Equiniti by 12.00 noon on Monday 8 December 2025, in accordance with the instructions set out on the proxy form. If you have any questions, please contact Volution Group plc Shareholder Services, at Equiniti on +44 (0) 371 384 2030. Lines are open from 8.30 am to 5.30 pm Monday to Friday (excluding public holidays in England and Wales). Please ensure the country code is used if calling from outside the UK. Yours sincerely, Fiona Smith Company Secretary Volution Group plc 22 October 2025 #### Volution Group plc Fleming Way Crawley West Sussex RH10 9YX Registered in England and Wales number: 09041571 ![]() #### Shareholder Admittance Card 2023 For use at the Annual General Meeting To be held at the offices of Norton Rose Fulbright LLP, 3 More London Riverside, London SE1 2AQ, United Kingdom, on Wednesday 13 December 2023 at12.00 noon. Attendance at the Meeting – Admittance Card If you intend to be present at the Annual General Meeting, please sign this card and present it at the registration desk on arrival in order to assist admittance procedures. If you appoint a proxy, it is not necessary to hand this card to your proxy. Signature Date Weaver’s Ln A200 A200 Tower Bridge London Bridge HMS Belfast London Bridge Station London Bridge Tube Station City Hall Tower of London Norton Rose Fulbright LLP #### Form of Proxy AGM 2023 For use at the Annual General Meeting To be held at the offices of Norton Rose Fulbright LLP, 3 More London Riverside, London SE1 2AQ, United Kingdom, on Wednesday 13 December 2023 at 12.00 noon. Your name ......................................................................................................................................................................................... Your address .................................................................................................................................................................................... I/We being a holder/holders of ordinary shares of Volution Group plc (the Company) and entitled to vote at the Annual General Meeting hereby appoint: Chairman of the Meeting or My/our own proxy Name Number of shares as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement\* on my/our behalf at the Meeting to be held at 12.00 noon on Wednesday 13December 2023 and at any adjournment thereof. This Form of Proxy is to vote on the resolutions detailed below. Please indicate with an “X” in each case how you wish the proxy to vote on your behalf or if you wish them to abstain from voting. In the absence of any such indication and in relation to any other business arising at the Meeting the proxy will vote or withhold your vote at their discretion. Please tick here if this proxy appointment is one of multiple appointments being made\*. \* For the appointment of more than one proxy, please refer to the notes overleaf. Vote For Against withheld Ordinary resolutions 1. Receive the Annual Report and Accounts   2. Approve the Directors’ Remuneration Report   3. Approve the Directors’ Remuneration Policy   4. Approve the Deferred Share Bonus Plan   5. Approve the Long-Term Incentive Plan   6. Declare a final dividend   7. Re-elect Nigel Lingwood as a Director   8. Re-elect Ronnie George as a Director   9. Re-elect Andy O’Brien as a Director   10. Re-elect Margaret Amos as a Director   11. Re-elect Amanda Mellor as a Director   12. Re-elect Claire Tiney as a Director   13. Elect Jonathan Davis as a Director   14. Appoint PwC as auditor   15. Authorisation of auditor’s remuneration   16. Authority to incur political donations   17. Authority to allot shares   Special resolutions 18. Authority to disapply pre-emption rights   19. Authority to make market purchase of own shares   20. Authority to call a general meeting on 14 clear days’ notice   Please see notes on completion and use overleaf. Signature Date Please ensure when posting this form that both the Admittance Card and proxy notes are detached and retained for your use. #### Form of Proxy AGM 2025 For use at the Annual General Meeting To be held at the offices of Norton Rose Fulbright LLP, 3 More London Riverside, London SE1 2AQ, United Kingdom, on Wednesday 10 December 2025 at 12.00 noon. Your name ................................................................................................................................................................................... Your address .............................................................................................................................................................................. I/We being a holder/holders of ordinary shares of Volution Group plc (the Company) and entitled to vote at the Annual General Meeting hereby appoint: Chairman of the Meeting or My/our own proxy as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement\* on my/our behalf at the Meeting to be held at 12.00 noon on Wednesday 10 December 2025 and at any adjournment thereof. This Form of Proxy is to vote on the resolutions detailed below. Please indicate with an “X” in each case how you wish the proxy to vote on your behalf or if you wish them to abstain from voting. In the absence of any such indication and in relation to any other business arising at the Meeting the proxy will vote or withhold your vote at their discretion. Please tick here if this proxy appointment is one of multiple appointments being made \* . \* For the appointment of more than one proxy, please refer to the notes overleaf. Name Please ensure when posting this form that both the Admittance Card and proxy notes are detached and retained for your use. Number of shares Signature Please see notes on completion and use overleaf. Date Attendance at the Meeting – Admittance Card If you intend to be present at the Annual General Meeting, please sign this card and present it at the registration desk on arrival in order to assist admittance procedures. If you appoint a proxy, it is not necessary to hand this card to your proxy. To be held at the offices of Norton Rose Fulbright LLP, 3 More London Riverside, London SE1 2AQ, United Kingdom, on Wednesday 10 December 2025 at 12.00 noon. #### Shareholder Admittance Card 2025 For use at the Annual General Meeting Signature Date Ordinary resolutions For Against Withheld 1. Receive the Annual Report and Accounts 2. Approve the Directors’ Remuneration Report 3. Declare a final dividend 4. Re-elect Nigel Lingwood as a Director 5. Re-elect Ronnie George as a Director 6. Re-elect Andy O’Brien as a Director 7. Re-elect Jonathan Davis as a Director 8. Re-elect Amanda Mellor as a Director 9. Elect Celia Baxter as a Director 10. Elect Emmanuelle Dubu as a Director 11. Appoint PwC as auditor 12. Authorisation of auditor’s remuneration 13. Authority to incur political donations 14. Authority to allot shares Special resolutions 15. General authority to disapply pre-emption rights 16. Additional authority to disapply pre-emption rights 17. Authority to make market purchase of own shares 18. Authority to call a general meeting on 14 clear days’ notice ![]() For use at the Annual General Meeting to be held at the offices of Norton Rose Fulbright LLP, 3 More London Riverside, London SE1 2AQ, United Kingdom, on Wednesday 10 December 2025 at 12.00 noon. Form of Proxy (the Form) – notes on completion and use 1. Full details of the resolutions to be proposed at the AGM (the “Meeting”), with explanatory notes, are set out in the Notice of Meeting (the “Notice”). 2. A shareholder of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy or proxies to exercise all or any of their rights to attend and speak and vote at the Meeting in their place. A shareholder so entitled may appoint more than one proxy in relation to the Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. 3. To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting the Registrar on 0371 384 2030 (UK) or +44 (0) 121 415 7047 from outside the UK. Lines are open 8.30 am to 5.30 pm Monday to Friday (excluding UK public holidays). Alternatively, you may photocopy the Form. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope. 4. The appointment of a proxy will not prevent a shareholder from subsequently attending and voting at the Meeting in person. 5. Shareholders who wish to appoint a proxy other than the Chairman of the Meeting should insert that proxy’s name in the space provided. A proxy need not be a member of the Company. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder’s name the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this Form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account). 6. The “Vote Withheld” option is provided to enable the appointor to withhold their vote on any particular resolution. It should be noted that a withheld vote is not considered to be a vote in law and will not be counted in the proportion of votes “For” and “Against” a resolution. 7. This Form (i) in the case of an individual, must either be signed by the appointor or their attorney; and (ii) in the case of a corporation, must be either given under its common seal or be signed on its behalf by an attorney or a duly authorised officer of the corporation. Any signature on or authentication of such appointment need not be witnessed. Where an appointment of a proxy is signed on behalf of the appointor by an attorney, the power of attorney or a copy thereof certified notarially or in some other way approved by the Directors must (failing previous registration with the Company) be submitted to the Company, failing which the appointment may be treated as invalid. 8. To be effective, this Form, together with any power of attorney or other authority under which it is executed (or a duly certified copy of any such power of authority), must either be (a) sent to the Company’s Registrars, Equiniti Limited, of Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, or (b) lodged using the CREST Proxy Voting Services, in each case so as to arrive no later than 12.00 noon on Monday 8 December 2025 or, if the Meeting is adjourned, 48 hours before the time fixed for the adjourned Meeting. 9. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 (as amended), entitlement to attend and vote at the Meeting, and the number of votes which may be cast at the Meeting, will be determined by reference to the Company’s register of members at 6.30 pm on Monday 8 December 2025 or, if the Meeting is adjourned, at 6.30 pm on the day two days before the day fixed for the adjourned Meeting (as the case may be). In each case, changes to the register of members after such time will be disregarded in determining the rights of any person to attend and vote at the Meeting. 10. In the case of joint holders, only one need sign this Form but, if more than one holder votes, the vote of the senior holder who tenders a vote will be accepted to the exclusion of the other joint holders. For this purpose, seniority will be determined by the order in which the names stand in the register of members in respect of the joint holding. 11. Any proxy appointed pursuant to this Form will vote as indicated by this Form. For any other business arising at the Meeting, including any proper procedural resolution not listed on the Notice, the proxy will vote at their discretion. 12. CREST participants may lodge their proxy appointments via CREST. Please refer to Note 4 in the Notice of Meeting. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer’s agent (ID number RA19) not later than 48 hours before the time (as determined by the timestamp generated by the CREST system) from which the issuer’s agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 (as amended). 13. To lodge a proxy online, please visit www.shareview.co.uk and follow the instructions provided. If you have not yet registered for a Shareview Portfolio, go to www.shareview.co.uk and enter the requested information. It is important that you register for a Shareview Portfolio with enough time to complete the registration and authentication processes. To be valid, the Proxy Form or other instrument appointing a proxy must be received by the Company’s Registrar, Equiniti, by no later than 12.00 noon on Monday 8 December 2025. 14. Any alterations to this Form must be initialled by the person who signs it. ![]() #### Full-Year Results #### to 31 July 2025 ## sustainably Healthy air, ![]() #### Ronnie George #### Chief Executive Officer #### Andy O’Brien #### Chief Financial Officer # Agenda #### Overview #### Financial Review #### Business Review #### Summary and Outlook Q&A #### Volution Group plc Full-Year Results to 31 July 2025 1 ![]() # Overview #### Volution Group plc Full-Year Results to 31 July 2025 2 ![]() #### A strong year: revenue +20.6%, adjusted EPS +18.2% #### Strong revenue and earnings growth; well-set for continued progress • Revenue +20.6% (+21.9%cc), with 5.7%cc organic and 16.2% inorganic from Fantech • Volume-led organic growth of 5.7%cc; highest in UK at 9.5%, supported by #### regulations and share gain • Adjustedoperatingprofitmargin22.3%(2024: 22.5%), with organic expansion of #### 50bps offset by Fantech dilution #### • Excellent cash conversion of 109% (2024: 107%); leverage 1.2x • ROIC was robust at 25.2%, despite the dilutive impact of the acquisition • Good ESG progress; further improvements in employee engagement, reportable #### accidents and recycled plastics • #### New Regional Structure established; 2 x Europe and 1 x Australasian MDs #### Volution Group plc Full-Year Results to 31 July 2025 3 ![]() #### Strong, consistent track record #### Revenue +12.4% #### (10-Year CAGR) #### Adjustedoperatingcashflow +14.2% #### (10-Year CAGR) #### The Group in 2014 #### Revenue £121m #### Revenue from non-UK customers c.30% #### Number of countries 4 #### Number of key brands 5 #### Number of employees 1,008 #### The Group in 2025 #### Revenue £419m #### Revenue from non-UK customers c.63% #### Number of countries 17 #### Number of key brands 29 #### Number of employees 2,338 #### Adjusted earnings per share +11.6% #### (10-Year CAGR) #### Adjustedoperatingprofit +12.2% #### (10-Year CAGR) 0.0104.5 22.827.631.135.934.436.943.456.950.475.785.8104.5 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 0.0419.2 120.7130.2154.5185.1205.7235.7216.6272.6307.7328.0347.6419.1 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 0.033.1 8.811.012.613.614.516.012.121.024.025.828.033.1 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 0.093.4 26.529.432.535.637.142.133.756.964.969.978.093.4 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 #### Volution Group plc Full-Year Results to 31 July 2025 4 ![]() O #### Strategic progress and priorities #### Organic growth #### FY25 Progress 5.7%cc #### Organic revenue growth #### FY26 Priorities • Continuing to invest in new product development with exciting new products launched in all three geographic regions • Capitalise on cross selling opportunities with notable focus on Australasia since the acquisition of Fantech #### Value-adding acquisitions #### FY25 Progress 16.2%cc #### Inorganic revenue growth #### FY26 Priorities • Complete the integration of the Fantech group of companies • Fully embed our new regional leadership structure creating the bandwidth and management capability to underpin our long-term acquisition growth plans #### Operational excellence #### FY25 Progress 22.3% #### adjusted operating profit margin #### FY26 Priorities • Optimise and expand extrusion capability in Reading • Leverage Group procurement to optimise supply chains and maximise synergistic benefits available with particular focus on Fantech #### Volution Group plc Full-Year Results to 31 July 2025 5 ![]() #### Sustainability 2025 2024 Comment #### Product #### Low-carbon sales 71.2% 74.6% #### Low-carbon sales excluding Fantech FY25 77.3% #### Avoided emissions 1,979kt 1,872kt Innovative model built with 3rd party consultants to measure carbon avoided Heat recovery products 28.5% 31.7% #### Heat recovery product sales excluding Fantech FY25 32.5% #### Planet #### Recycled plastic 83.9% 78.1% UK now over 90%, #### Nordics increasing rapidly to c30% #### Carbon intensity 12.0 12.8 #### SBTi targets at most ambitious level approved #### in Feb 2025 #### Absolute market-based #### emissions 2,568 2,566 #### Flat year on year and broadly in line with SBTi target #### on like-for-like basis #### People #### Employee engagement 75 74 #### First Group-wide survey in FY24 (score: 74), second #### survey FY25 (score: 75) #### Accident frequency rate 0.17 0.20 #### Increased H&S leadership and resource #### Developing diverse #### future leaders 40% 40% Female participation in our MDP (4) programme, #### graduated in H1 FY25 #### Volution Group plc Full-Year Results to 31 July 2025 6 ![]() # Financial Review #### Volution Group plc Full-Year Results to 31 July 2025 7 ![]() #### Financial highlights #### Revenue £m £419.1m #### Adjustedoperatingprofit£m £93.4m #### Adjustedoperatingprofitmargin% 22.3% #### Adjusted EPS pence per share 33.1p #### Adjustedoperatingcashflow£m £104.5m #### Leverage (excluding lease liabilities) 1.2x +20.6% (+21.9%cc) +19.7% #### -20bps +18.2% +21.8% 0.00 83.82 167.64 251.46 335.28 419.10 2025 2021 2022 20232024 419.1 272.6 307.7 328.0 347.6 0.00 18.68 37.36 56.04 74.72 93.40 93.456.9 64.9 69.9 78.0 2025 2021 2022 20232024 0.0 4.5 9.0 13.5 18.0 22.5 22.3 20.9 21.1 21.3 22.5 2025 2021 2022 20232024 0.000 8.275 16.550 24.825 33.100 21.0 33.1 24.0 25.8 28.0 2025 2021 2022 20232024 0.000000 17.41666734.83333352.25000069.66666787.083333104.500000 104.5 56.9 50.4 75.7 85.8 2025 2021 2022 20232024 0.00 0.24 0.48 0.72 0.96 1.20 1.2 0.9 0.9 0.8 0.4 2025 2021 2022 20232024 #### Volution Group plc Full-Year Results to 31 July 2025 8 ![]() • Revenue up 20.6% (21.9%cc) of which +5.7%(cc) organic • Adjusted operating profit margin down 20bps to 22.3%, #### due to the dilutive impact of the Fantech acquisition, with organic margins (excluding Fantech) up 50bps versus the #### prior year • Adjusted EPS 33.1p, up 18.2% vs prior year • Working capital inflow of £4.5 million contributed to #### excellent cash generation conversion 109% (2024: 107%) • Dividends up 20.0% to 10.8p per share (2024: 9.0p) 2025 2024 Movement #### Revenue (£m) 419.1 347.6 +20.6% #### Adjusted operating profit (£m) 1 93.4 78.0 +19.7% #### Adjusted operating profit margin (%) 1 22.3 22.5 -20bps #### Adjusted EPS (pence) 1 33.1 28.0 +18.2% #### Adjusted operating cash flow (£m) 1 104.5 85.8 +21.8% #### Closing debt leverage (x) 2 1.2 0.4 0.8 #### ROIC % (pre-tax) (%) 25.2 27.8 -260bps #### Dividend per share (pence) 10.8 9.0 +20.0% 1 The Group uses some alternative performance measures to track and assess the underlying performance of the business. These measures include adjusted operating profit, adjusted profit before tax, adjusted EPS and adjusted operating cash flow. 2 Closing debt leverage is net debt to LTM adjusted EBITDA. #### Stronggrowthinrevenue,adjustedoperatingprofitandcashflow #### A strong financial performance #### Volution Group plc Full-Year Results to 31 July 2025 9 ![]() #### Strong organic and inorganic revenue growth #### Revenue up 21.9%cc; organic revenue up 5.7%cc (volume 4.5% price 1.2%) £15.3m £0.3m£56.2m£419.1m£4.2m £347.6m #### Continental #### Europe #### Australasia FY25 #### Organic Total #### FX Fantech FY25 FY24 UK £(4.5)m #### Organic growth £19.8m (+5.7% cc) £367.4m #### Volution Group plc Full-Year Results to 31 July 2025 10 ![]() #### Robust adjusted operating profit margin UK #### Continental #### Europe #### Australasia \*Excluding Fantech #### Adjustedoperatingprofitup 19.7%to£93.4m £5.7m £0.6m£(1.1)m £10.0m £93.4m £1.2m£78.0m£84.5m£(1.0)m #### Continental #### Europe #### AustralasiaUnallocatedFY25 #### Organic Total #### FX Fantech FY25FY24UK 2025 26.0% 202425.0% 2025 24.1% 202423.9% 2025 20.6% 2024 22.7% 2025\* 23.8% 22.3% 21.1% 20.9% 21.3% 22.5% FY22 FY21 FY23 FY24 FY25 #### Group #### Volution Group plc Full-Year Results to 31 July 2025 11 ![]() #### Net debt and cash flow #### Strong cash conversion #### Cash conversion 109% (2024: 107%), Leverage 1.2x (2024: 0.4x), Available #### liquidity£85.3m(2024:£100.2m) FY25£m FY24 £m #### Adjusted operating cash flow 104.5 85.8 #### Cash conversion 109% 107% #### Interest paid on debt (7.6) (5.0) #### Tax paid (20.1) (16.8) #### Dividends (19.0) (16.4) #### Free cash flow 57.8 47.6 #### Changes in investments (112.2) (13.2) #### Consideration paid for 25% of ClimaRad (30.4) – #### Purchase of shares (2.3) (2.7) #### Business combination costs (3.1) (0.2) #### Finance costs paid (1.8) – #### Long-term lease liabilities adjustment (13.7) 5.1 #### Payments of lease liabilities (6.0) (5.7) #### Cash (outflow)/inflow (111.7) 30.9 #### Opening net debt (57.6) (89.3) #### Cash (outflow)/inflow (111.7) 30.9 #### FX on foreign currency loans/cash 3.6 0.8 #### Closing net debt (165.7) (57.6) #### Cash conversion 109% (FY24: 107%) #### Leverage 1.2x #### (post Fantech #### acquisition) 1.0x0.9x1.9x1.6x1.3x 0.9x 0.9x 0.4x1.2x 2016 2017 2018 2019 2020 2021 2 022 2023 2024 2025 0.8x 95%99%90%85%124%97%76%107%109% 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 106% Target 90% #### Target 90% #### Volution Group plc Full-Year Results to 31 July 2025 12 ![]() #### Compelling returns on invested capital (ROIC) 2025£m 2024 £m2023£m #### AVERAGE NET ASSETS 1 254.0 235.9 216.3 #### Add/(deduct) #### + Acquisition-related liabilities 30.7 21.8 15.6 #### + Net debt 101.9 48.0 58.3 + Historic amortisation charges (net of def. tax) 147.1 137.8 128.2 #### – Goodwill/intangibles of 2012 LBO (163.0) (163.0) (163.0) #### AVERAGE INVESTED CAPITAL 1 370.7 280.5 255.4 #### ADJUSTED OPERATING PROFIT 93.4 78.0 69.9 #### ROIC % (pre-tax) 25.2% 27.8% 27.4% 1. three point average (1 Aug, 31 Jan and 31 Jul). #### ROIC 25.2% (2024: 27.8%) with organic improvement #### offsetbyimpactofFantech #### Volution Group plc Full-Year Results to 31 July 2025 13 ![]() FY25 +21.9% FY25 109% FY25 +5.7% FY25 25.2% FY25 22.3% FY25 +18.2% Long-term target: +10% Long-term target: >90% Long-term target: +3% to +5% Long-term target: >20% Long-term target: >20% Long-term target: +10% #### Strong performance ahead of all our financial targets #### Revenue growth (cc) Organic revenue growth (cc) Adjustedoperatingprofitmargin% #### Adjusted operating cash conversion #### Return on invested capital (ROIC) Adjusted EPS Growth #### 5yr average +14.4% #### 5yr average 99% #### 5yr average +7.8% #### 4yr average 27. 3% #### 5yr average 21.6% #### 5yr average +24.4% #### Volution Group plc Full-Year Results to 31 July 2025 14 ![]() # Business Review #### Volution Group plc Full-Year Results to 31 July 2025 15 ![]() #### Volution in 2014... #### UKUK #### Continental #### Europe #### Continental #### Europe #### Australasia #### Revenue £106.4m 25.4%\* #### Revenue £136.6m 32.6%\* #### Revenue £26m 21.0%\* #### Revenue £176.1m 42.0%\* #### Revenue £95m 79.0%\* #### Organic revenue #### growth (cc) #### (average since 2014) +4.1% (+23 acquisitions) 23% #### New build 38% #### New build 22% #### Commercial 30% #### Commercial 77% #### RMI 62% #### RMI 78% #### Residential 70% #### Residential #### and today. #### \* % of Volution Group revenue #### Revenue #### split #### Revenue #### split #### Revenue #### split #### Revenue #### split #### Volution Group plc Full-Year Results to 31 July 2025 16 ![]() #### Our increasing geographic diversity FY12 FY14 FY16 FY18 FY20 FY22 FY25FY24 £450m £150m£300m0 UK Continental Europe Australasia #### Revenue #### Volution Group plc Full-Year Results to 31 July 2025 17 ![]() • Revenue growth of 9.5% our strongest regional performance #### in the year • Residential revenue growth of 9.7% with regulatory support for #### residential new build, and share gains boosting revenues • Good H2/25 performance boosting commercial revenue #### growth by 6.9% • Strong partnership in Ireland for residential new build systems and other export gains delivered 29.4% revenue growth in the #### year • Adjusted operating profit margins increased to 26% despite #### headwinds from additional National Insurance and pay inflation. Significant value engineering and cost initiatives #### delivered in the year • Invested in new injection moulding machines in Reading and additional production workspace in Dudley to future-proof #### revenue growth #### Residential 77% #### Commercial 23% #### RMI 58% #### New Build 42% #### Revenue #### growth +9.5% #### Organic revenue #### growth (cc) +9.5% #### Adjusted operating #### profitmargin 26.0% United Kingdom: #### Regulatory tailwinds support strong #### residential revenue growth 2025£m 2024 #### £mChange% UK #### Residential 115.2 105.0 9.7 #### Commercial 30.1 28.2 6.9 #### Export 15.7 12.1 29.4 #### OEM 15.1 15.5 (2.0) #### Total UK revenue 176.1 160.8 9.5 #### Adjusted operating profit 45.9 40.2 14.1 #### Adjusted operating profit margin (%) 26.0% 25.0% 1.0pp #### Reported operating profit 44.0 34.6 27.2 #### Volution Group plc Full-Year Results to 31 July 2025 18 ![]() #### Residential 70% #### Commercial 30% #### RMI 64% #### New Build 36% • Organic revenue growth of 3.1%cc, Central Europe stronger and Nordics a 2.3%cc decline • Adjusted operating profit increased 2.5% • Central Europe growth of 6%cc with notable highlights being ClimaRad NL and Energy Recovery Industries with Germany still experiencing weaker demand • Nordics refurbishment demand stable with a smaller decline in H2 versus H1. Project order book for new construction improved in the second half of the year • Investment in the Nordics to improve unit cost efficiency in metal work, and in Bosnia and North Macedonia to support revenue growth #### Revenue #### growth +1.7% #### Organic revenue #### growth (cc) +3.1% #### Adjusted operating #### profitmargin 24.1% Continental Europe: #### ClimaRad and ERI drive good Central Europe #### growth; offsetting weaker Nordics markets 2025£m 2024 #### £mChange%Change(cc)% #### Continental Europe #### Central Europe 90.6 87.0 4.2 6.0 #### Nordics 46.0 47.4 (2.9) (2.3) #### Total Continental Europe revenue 136.6 134.4 1.7 3.1 #### Adjusted operating profit 32.9 32.1 2.5 #### Adjusted operating profit margin (%) 24.1% 23.9% 0.2pp #### Reported operating profit 27.3 29.1 (6.5) #### Volution Group plc Full-Year Results to 31 July 2025 19 ![]() #### Residential 58% #### Commercial 42% #### RMI 66% #### New Build 34% • Revenue increased to £106.4m supported by the acquisition #### of the Fantech group of companies, creating a leadership #### position in the region • Operating profit of 20.6%, above our long-term target, despite #### the dilution from the acquisition • New Zealand market stabilised following a difficult period, DVS Proven Systems our B2C model delivering a strong finish to #### the year with margin expansion initiatives now completed • The new acquisition is integrating well with significant cost reduction and cross-selling opportunities identified and #### underway 2025£m 2024 #### £mChange% #### Organic #### change(cc)% #### Australasia #### Residential 62.1 49.3 26.0 1.3 #### Commercial 44.3 3.1 1,306.9 (11.2) #### Total Australasia revenue 106.4 52.4 102.8 0.6 #### Adjusted operating profit 21.9 11.9 83.5 #### Adjusted operating profit margin (%) 20.6% 22.7% (2.1)pp #### Reported operating profit 11.0 11.1 (1.5) #### Revenue #### growth +102.8% #### Organic revenue #### growth (cc) +0.6% #### Adjusted operating #### profitmargin 20.6% Australasia: #### Fantech integration progressing well; New #### Zealand market showing signs of improving #### Volution Group plc Full-Year Results to 31 July 2025 20 ![]() • Transaction recap: AUD$281 million consideration ($60 million deferred to #### December 2025), c8.5x 2024 EBITDA, funded through cash and RCF • Broad and deep market reach with strong position in residential, commercial #### and specialist industrial applications • Strongfirsteightmonths of trading post acquisition • Integration progressing well; underway with product range and cost synergy #### opportunities • New Regional leadership established • Exciting near/medium term organic opportunities: Infrastructure Net Zero #### opportunity and the Brisbane Olympics • Broad and deep market coverage gives access to further M&A opportunities Fantech update: #### Strong platform for continued organic and inorganic growth #### Residential 26% #### Commercial 64% #### Industrial applications 10% #### Warehousing and sales site #### Manufacturing site #### Current Volution Locations #### Full regional coverage #### Strong brand portfolio #### Breadth of applications #### Volution Group plc Full-Year Results to 31 July 2025 21 ![]() # Summary # and outlook #### Volution Group plc Full-Year Results to 31 July 2025 22 ![]() #### A strong year: revenue +20.6%, adjusted EPS +18.2% • Revenue +20.6% (+21.9%cc), with 5.7%cc organic and 16.2% inorganic from Fantech • Volume-led organic growth of 5.7%cc; highest in UK at 9.5%, supported by #### regulations and share gain • Adjustedoperatingprofitmargin22.3%(2024: 22.5%), with organic expansion of #### 50bps offset by Fantech dilution #### • Excellent cash conversion of 109% (2024: 107%); leverage 1.2x • ROIC was robust at 25.2%, despite the dilutive impact of the acquisition • Good ESG progress; further improvements in employee engagement, reportable #### accidents and recycled plastics • #### New Regional Structure established; 2 x Europe and 1 x Australasian MDs #### Volution Group plc Full-Year Results to 31 July 2025 23 ![]() The new year has started well, with continuing organic revenue growth complemented by theinorganicrevenuebenefitfromtheFantech acquisition.Notwithstandingthestilldifficulteconomic backdrop in many of our end markets, we remain confidentofcontinuingtodelivercompoundinggrowth and another year of good progress. #### Outlook #### Volution Group plc Full-Year Results to 31 July 2025 24 ![]() # Thank you Q&A #### Volution Group plc Full-Year Results to 31 July 2025 25 ![]() # Appendix #### Volution Group plc Full-Year Results to 31 July 2025 26 ![]() #### Financial summary 2025 2024 Movement #### Revenue (£m) 419.1 347.6 20.6% #### Revenue (cc) (£m) 423.6 347.6 21.9% #### Gross Margin (%) 49.1% 51.3% (2.2)pp #### Adjusted operating profit (£m) 1 93.4 78.0 19.7% #### Adjusted operating margin (%) 1 22.3% 22.5% (0.2)pp #### Adjusted profit before tax (£m) 1 83.9 70.7 18.7% #### Adjusted EPS (pence) 1 33.1 28.0 18.2% #### Adjusted effective tax rate (%) 21.8% 21.8% – #### Reported operating profit (£m) 67.2 70.4 (4.5)% #### Reported operating margin (%) 16.0% 20.2% (4.2)pp #### Reported profit before tax (£m) 54.5 56.6 (3.7)% #### Reported basic EPS (pence) 21.0 21.6 (2.8)% #### Adjusted operating cash flow (£m) 1 104.5 85.8 21.8% #### Reported net debt (£m) 165.7 57.6 187.7% #### Closing debt leverage (x) 2 1.2 0.4 0.8 #### Dividend per share (pence) 10.8 9.0 20% 1. The Group uses some alternative performance measures to track and assess the underlying performance of the business. These measures include adjusted operating profit, adjusted profit before tax, adjusted basic and adjusted EPS and adjusted operating cash flow. An explanation and reconciliation to reported profit before tax is shown on page 28. 2. Closing debt leverage is net debt to LTM adjusted EBITDA. #### Volution Group plc Full-Year Results to 31 July 2025 27 ![]() #### Reconciliation of adjusted to reported profit Acquisition-related costs: • Acquisition related costs: • £7.1 million (2024: £nil million) Amortisation of acquired inventory #### fair value adjustment • £3.1 million (2024: £0.2 million) of professional fees in respect of the #### acquisitions during the year. • £7.9 million (2024: £4.7 million) re-measurement of future #### consideration amd the unwinding of the discount • £11.3 million (2024: £9.3 million) in respect of amortisation #### of intangible assets • Gain of £nil million (2024: gain of £0.1 million) on fair value of financial #### instruments 2025£m 2024 £m #### Movement £m #### Adjusted profit before tax 83.9 70.7 13.2 Items excluded from adjusted measures: Acquisition related costs: #### Amortisation of acquired inventory fair value adjustment ( 7.1) – (7.1) #### Professional fees (3.1) (0.2) (2.9) #### Re-measurement of future consideration & unwinding of discount (7.9) (4.7) (3.2) #### Amortisation of acquired intangibles (11.3) (9.3) (2.0) #### Net gain/(loss) on financial instruments at fair Value – 0.1 (0.1) #### Reported profit before tax 54.5 56.6 (2.1) 1. The Group uses some alternative performance measures to track and assess the underlying performance of the business. These measures include adjusted operating #### profit, adjusted profit before tax, adjusted EPS and adjusted operating cash flow. #### Volution Group plc Full-Year Results to 31 July 2025 28 ![]() #### Consolidated statement of financial position summary 2025£m 2024 £m #### Non-current assets #### Property, plant and equipment 34.0 30.2 #### Right-of-use assets 39.9 24.9 #### Intangible assets – goodwill 235.8 171.4 #### Intangible assets – others 125.3 76.9 435.0 303.4 #### Current assets #### Inventories 71.3 53.1 #### Trade and other receivables 77.4 55.2 #### Income tax assets – 0.4 #### Cash and short-term deposits 18.8 18.2 167.5 126.9 #### Total assets 602.5 430.3 #### Current liabilities #### Trade and other payables (71.7) (46.7) #### Refund liabilities (12.8) (10.8) #### Income tax liabilities (2.3) (3.9) #### Other financial liabilities (31.6) (22.1) #### Interest-bearing loans and borrowings (6.4) (14.4) #### Provisions (2.1) (1.4) (126.9) (99.3) #### Non-current liabilities #### Interest-bearing loans and borrowings (177.0) (71.7) #### Other financial liabilities (1.5) – #### Provisions (0.7) (0.8) #### Deferred tax liabilities (26.3) (12.6) (205.5) (85.1) #### Total liabilities (332.4) (184.4) #### Net assets 270.1 245.9 #### Total equity 270.1 245.9 #### Volution Group plc Full-Year Results to 31 July 2025 29 ![]() #### Cash flow/net debt FY25£m FY24 £m #### Movement £m #### Movement % #### Adjusted EBITA (A) 95.6 79.9 15.7 19.6% #### Depreciation 10.7 9.1 #### Adjusted EBITDA 106.3 89.0 17.3 19.4% #### Change in net working capital 4.5 2.7 #### Share-based payments 2.1 1.2 #### Net investment in fixed assets (8.4) (7.1) #### Adjusted operating cash flow (B) 104.5 85.8 18.7 21.8% #### Cash conversion (B/A) 109% 107% #### Interest paid on debt (7.6) (5.0) #### Tax paid (20.1) (16.8) #### Dividends (19.0) (16.4) #### Free cash flow 57.8 47.6 10.2 21.4% #### Changes in investments (112.2) (13.2) #### Consideration paid for 25% of ClimaRad (30.4) – #### Purchase of shares (2.3) (2.7) #### Business combination costs (3.1) (0.2) #### Finance costs paid (1.8) – #### Long-term lease liabilities adjustment (13.7) 5.1 #### Payments of lease liabilities (6.0) (5.7) #### Cash (outflow)/inflow (111.7) 30.9 (142.6) #### Opening net debt (57.6) (89.3) #### Cash (outflow)/inflow (111.7) 30.9 #### FX on foreign currency loans/cash 3.6 0.8 #### Closing net debt (165.7) (57.6) (108.1) #### Volution Group plc Full-Year Results to 31 July 2025 30 ![]() This document may contain forward-looking statements which are made in good faith and are based on current expectations or beliefs, as well as assumptions about future events. You can sometimes, but not always, identify these statements by the use of a date in the future or such words as “will, “anticipate”, “estimate”, “expect”, “project”, “intend”,“plan”, “should”, “may”, “assume” and other similar words. By their nature, forward-looking statements are inherently predictive and speculative and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. You should not place undue reliance on these forward-looking statements, which are not a guarantee of future performance and are subject to factors that could cause our actual results to differ materially from those expressed or implied by these statements. The Company undertakes no obligation to update any forward- looking statements contained in this document, whether as a result of new information, future events or otherwise. #### Cautionary statement Volution Group plc Full-Year Results to 31 July 2025 31