Helping the

nation feel

house proud

Wickes Group Plc

Annual Report and Accounts 2025

Helping the nation

feel house proud

During that time, the UK home improvement market has seen

significant change. However, despite short term economic

headwinds, the long term outlook remains strong, with market

growth underpinned by robust structural fundamentals.

Our balanced business, across the three distinct customer

propositions of Local Trade, Design & Installation and Do-it-yourself

(DIY), means we are perfectly placed to help all customers,

whatever their home improvement project. We use our market

insights to evolve our products and services to meet all our

customers’ needs and we continue to invest in our strategic growth

levers to win in the UK’s home improvement market.

About this report

This report has been produced to

optimise the reading experience online.

Click the links in the bar to the right to

navigate to different sections.

Look out for the peacock feathers

to see our purpose in action

Link to other pages

Link to URL

Visit our investor site to view

this report online in PDF format

wickesplc.co.uk

We are proud as a peacock to

have played a part in shaping

home improvement in the UK,

for over 50 years

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Strategic report

2 Financial highlights

3 Operational and strategic highlights

4 At a glance

6 Bringing our purpose to life

10 Chair of the Board’s statement

11 Investment case

12 Chief Executive Officer’s statement

16 Market review

18 Business model

19 Strategy at a glance

20 Strategy in action

22 Key performance indicators

24 Financial review

28 Responsible business

51 Climate-related financial disclosures (TCFD report)

62 Risk management overview

64 Principal risks and uncertainties

70 Viability statement

72 Non-financial and sustainability information statement

Governance

74 Governance report

89 Nominations Committee report

94 Audit and Risk Committee report

100 Responsible Business Committee report

102 Remuneration Committee report

114 Directors’ report

117 Statement of Directors’ responsibilities

Financial statements

119 Independent Auditor’s report to the members

of Wickes Group Plc

127 Consolidated income statement and other

comprehensive income

128 Consolidated balance sheet

129 Consolidated statement of changes in equity

130 Consolidated cash flow statement

131 Notes to the consolidated financial statements

155 Company balance sheet

156 Company statement of changes in equity

157 Notes to the Company financial statements

Other information

160 Shareholder information

161 Glossary

Inside this report

Bringing our purpose

to life

Read about how we help our customers

feel house proud as they undertake

their home improvement projects.

See pages 18-21See page 10

See pages 6-9

See pages 28-50

Business

model and

strategy

Chair of the

Board’s

statement

Responsible

business

strategy

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Wickes Group Plc Annual Report and Accounts 2025

Governance Financial statements Other informationGovernance Financial statements Other information

2025

2024

2023

2022

1,636.2

1,544.5

1,553.8

1,559.0

2025

2024

2023

2022

49.9

43.6

52.0

75.4

2025

2024

2023

2022

48.7

23.2

41.1

40.3

2025

2024

2023

2022

91.7

86.3

97.5

99.5

2025

2024

2023

2022

17.4

14.1

15.1

23.8

2025

2024

2023

2022

16.8

7.7

11.8

12.6

2025

2024

2023

2022

4.9

(2.0)

(0.3)

3.5

2025

2024

2023

2022

10.9

2025

2024

2023

2022

62.8

32.2

46.1

29.0

Financial highlights

Revenue (£m)

£1,636.2m

2024: £1,544.5m

Year end cash (£m)

£91.7m

2024: £86.3m

LFL sales growth (%)

4.9%

2024: (2.0)%

Adjusted PBT (£m)

£49.9m

2024: £43.6m

Adjusted basic earnings per share (p)

17.4p

2024: 14.1p

Dividend per share (p)

10.9p

2024: 10.9p

Statutory PBT (£m)

£48.7m

2024: £23.2m

Statutory basic earnings per share (p)

16.8p

2024: 7.7p

Free cash flow (£m)

£62.8m

2024: £32.2m

1 Refer to note 5 on page 136.

2 Refer to note 9 on page 138.

3 Refer to note 11 on page 140.

4 Refer to note 32 on page 154.

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Wickes Group Plc Annual Report and Accounts 2025

Governance Financial statements Other informationGovernance Financial statements Other information

Operational and strategic highlights

TradePro

2025 has been another good year for the Wickes TradePro scheme,

with an 11% rise in active members, driving TradePro sales growth

of 9%. Wickes has been a strong supporter of the campaign against

tool theft, holding events at stores around the country to raise

awareness of the crime of tool theft and give away free tool marking

kits to TradePro members to help tackle this serious issue.

Award-winning culture

We are very proud to have received a number of external awards

in 2025, recognising and celebrating Wickes for its inclusivity and

diversity and as a great place to work. We featured as the No.1 UK

retailer in the Financial Times Best Employers in Europe 2025 list

and were awarded Business of the Year at the Metro Pride Awards.

Read more on page 32

Our vision: A Wickes

project in every home

Read more on page 20 Read more on page 8 Read more on page 20

We are trusted by local

tradespeople to provide quality

products they need at great

value, saving them time and

money. Our TradePro loyalty

scheme offers a 10% discount

and our Wickes own brand

has built a strong reputation

with Local Trade over the past

50 years.

For customers who are looking

to buy a new bathroom, kitchen

or solar panels, we offer a full

service from concept design to

installation. Our team of Design

Consultants and nationwide

network of installers are on

hand to support the customer

with their project.

We provide a highly curated

range of branded and own

brand products in store and

further products online to help

customers undertake their

DIY project. Our store teams

and online guides are there to

provide customers with expert

advice and knowledge to

support them.

Local

Trade

Design &

Installation

DIY

1 Year end headcount (including Wickes Solar)

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Local

Trade

Design &

Installation

DIY

Three long-term market

drivers support our growth

ambitions

Ageing

housing stock

The drive to

save energy

Digitally

enabled retail

A balanced business

supporting three customer

propositions

Supported by our efficient

operating model

Perfectly placed to deliver

exceptional customer

experience and fulfil our

purpose of helping the

nation feel house proud

Our purpose: Helping the

nation feel house proud

Read more on page 16 Read more on page 20 Read more on page 18

Curated product ranges

Simple, clear value pricing

Digitally-led, service-enabled

Distinctive operating model

Low cost, right size store estate

A winning culture

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At a glance continued

Click

Collect

Self Serve

Order Fulfilment

Home Delivery

Click & Collect

Collection Point

Design & Installation

Assisted Selling

Self Serve

Design & Installation

Order Fulfilment

Assisted Selling

£4m

£1m

£2m

£3m

Bringing our purpose to life

In today’s retail environment,

customers expect a streamlined,

personalised shopping

experience. They may choose

to shop in store or conduct their

entire shopping mission online.

Our 230 stores are designed to

meet all the shopping needs

of our customers and maximise

operating efficiencies. We do

this through our unique 4C

service model, which

incorporates four customer

shopping routes and seamlessly

integrates both a digital and

physical shopping experience –

Self Serve, Design & Installation,

Assisted Selling and Order

Fulfilment. This model drives high

sales densities, fast stock turn,

low operating costs and high

levels of customer satisfaction,

including a 4.4 (Excellent) rating

on Trustpilot.

Our unique

service model

Read more on page 12

Our medium term ambition is to generate

£10m average sales per store through our

4C store model

£10m

Annual revenue

per store

230

UK stores conveniently located in

quality retail parks or standalone sites

with an average c. 27,000 sq. ft.

We invest in building our digital capability to deliver an enhanced multi-

channel shopping experience for our customers and to gain valuable

insight into their shopping habits.

2/3rds

of sales are digitally enabled

96%

of sales fulfilled from stores

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Wickes Group Plc Annual Report and Accounts 2025

Governance

We offer our customers a highly curated range ofc.

9,000-10,000 branded and own brand productsin

our stores with everyday low pricing toensure

customers always get great value.

We always strive to adapt and innovate our product

offering, with a strategic emphasis on introducing

new and innovative products in our core categories,

as well as consolidating our existing SKUs.

Our stores feature our Kitchen and Bathroom

showroom areas, displaying dozens of inspirational

kitchen and bathroom roomsets, along with a full

range of items such as taps, bathroom hardware

and tiling.

Here customers can sit down with one of our

experienced Design Consultants to start planning

their new dream kitchen or bathroom.

A number of our Design Consultants have now

also been trained to offer Wickes Solar in store and

in the home, which is unique in a market where

customers particularly value face-to-face advice.

Every one of our stores acts as a last mile

fulfilmenthub for digital orders and in 2025

weintroduced new technology that enabled

ustohalve our Click & Collect service time

tojust15 minutes.

In 2025 we also launched Wickes Rapid, whereby

customers can place orders of up to 800kg for local

delivery to their home or site within three hours.

This service is available seven days per week on

over 10,000 SKUs.

For customers browsing in store, if the product a

customer wants is not stocked in our Self Serve

area, acolleaguewill take the customer to our

AssistedSelling terminal, where we can access the

full Wickes Extra range.

Here we can search across our extended range of

products online, enabling the customer to order the

item directly and arrange for our Home Delivery or

Click & Collect service.

90%

‘excellent’ or ‘good’

ratings in Self Serve

range reviews

in 2025

c. 2,700

Wickes Approved

Installer teams

c. 37,000

products online

85%

‘excellent’ or ‘good’

ratings in Click &

Collect

89%

‘excellent’ or ‘good’

ratings in Home

Delivery

1. Self Serve 2. Design & Installation 3. Order Fulfilment 4. Assisted Selling

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Wickes Group Plc Annual Report and Accounts 2025

Bringing our purpose to life continued

Inspiration

Through our customer

insights we know that when

people are considering a

new kitchen or bathroom,

their first question is ‘Do you

have my style?’ As a result

we have unified our Bespoke

and Wickes Lifestyle ranges

across brochures, website,

advertising and promotions.

Innovation and choice

We continue to innovate in

our kitchen and bathroom

ranges, including the launch

of eight new colour choices in

Wickes Lifestyle kitchens. For

customers buying our Bespoke

kitchen ranges, we have

introduced a premium ‘Paint to

Order’ offering. We have also

enhanced our curated offer of

kitchen appliances, including

high-end brands such as SMEG.

Bringing the

design to life

Our experienced Design

Consultants offer inspiration,

support and technical expertise

to bring a customer’s dream

project to life. Most customers

choose to spend time planning

their project with one of our

Design Consultants in store and

also take the opportunity for a

home visit.

Installation

We have invested in a technical

solution which enables us to

allocate a local installer for a

customer, typically within three

days. With a national installer

base of c. 2,700 local installer

teams, we can deliver the

highest quality installations,

and are proud to have been

given a ‘Distinction’ rating by the

Institute of Customer Service.

Customer support

throughout

Through our Customer

Experience Centre (CEC)

each customer is supported

throughout the multi-stage

design and installation process.

Customers really value the care

and attention this provides, as a

complement to the relationship

with their Design Consultant.

First appointment

We have streamlined the

customer journey by increasing

the availability of Design

Consultants earlier in the design

process. Customers can now

book, online or in store, directly

into an individual Design

Consultant’s diary, at a time

and place that works for them,

replacing a more cumbersome

telephone booking system.

We have seen a strong performance in our Design & Installation business

this year, driven by the significant investments we made in 2024 and 2025 to

enhance the customer journey, the key stages of which are outlined below.

A unique end-to-end service

proposition in Design & Installation

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Wickes Group Plc Annual Report and Accounts 2025

Tailored customer

communications

We use our Missions Motivation

Engine (MME) to understand

our customers’ buying habits

and what home improvement

projects they are interested in.

Our tailored communications

let them know what products

they may need and any current

offers. TradePro customers

receive regular emails such as

the ‘Week Ahead’ message on

Sunday evenings.

Colleagues pick,

pack and dispatch

96% of all orders are fulfilled

directly from our stores. Store

colleagues view incoming

orders on their upgraded Zebra

handheld devices, then pick and

pack the items. They ensure that

Click & Collect orders are ready

for customers to load into their

van or car within 15 minutes.

Deliveries fulfilled

from store

Our national delivery partners

CitySprint, Gophr and Wincanton

collect the orders from each

store to deliver directly to

customers’ homes. The range

of fulfilment options we offer

caters to the growing proportion

of customers who expect ever

greater convenience and speed

of delivery.

Wickes Rapid delivers

within three hours

In 2025, we launched the Wickes

Rapid service with our delivery

partner Gophr. This innovative

service offers three-hour delivery

for up to 800kg within the local

area for just £10, with live GPS

tracking, proof of delivery and

real-time notifications.

Customer

satisfaction

The introduction of Wickes

Rapid has extended our delivery

fulfilment options, which

supports customer satisfaction.

85% of customers rated their

Click & Collect as ‘excellent’

or ‘good’ and 89% responded

that their Home Delivery was

‘excellent’ or ‘good’.

Shopping online

TradePro customers can

place their order directly in

the TradePro app or website,

making it easy to access their

10% discount. The app shows

individual product availability

by store, which is particularly

valued by our members. DIY

customers can order online or

in our app, from our full Wickes

Extra range.

Delivering value,

convenience and speed

Our customer insights work highlights the importance that customersplace

on value, convenience and speed, which is why we have invested in upgrading

our technology platforms, to make the customer’s journey faster and even

more seamless.

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Wickes Group Plc Annual Report and Accounts 2025

Bringing our purpose to life continued

Chair of the Board’s statement

On behalf of the Board, I’d like to take this

opportunity to thank our amazing colleagues who

work tirelessly to help the nation feel house proud.

Performance

2025 has been a good year for Wickes. Despite the

economic challenges, profits have increased by 14%

driven by volume-led sales growth as we attract more

customers to shop with us. This has enabled us to

outperform the market and grow our market share

year-on-year to record levels. Since our demerger in

2021, we have focused on laying solid foundations for

the business, investing in our strategic growth levers,

ensuring this investment is underpinned by strong

operational execution and nurturing our special

Wickes culture.

Across all areas of our balanced business model

–Local Trade, Design & Installation and DIY –we

have been encouraged by the positive customer

response, as we continue to enhance and innovate

our proposition. Customer satisfaction metrics

remain strong and we continue to see high levels of

trade customers joining our TradePro membership

scheme. In October, we were delighted to welcome

investors and analysts to our Design & Installation

Investor Insights Event held at our Staines store. They

were able to see first-hand how we have transformed

the D&I customer journey (read more on page 8).

Investing to win

The investments we have made in our technology

platforms and systems have enabled us to evolve and

enhance how our customers shop with us. Looking

ahead to the medium term, our systems investment

programme will continue to drive better customer

interactions and deliver operational efficiencies.

Alongside our technology investment, we continue

to invest in new stores and we opened five in the

year, creating new jobs and career paths in local

communities. We are excited by the opportunity

to open more stores around the country and have

identified plenty of white space, where we believe a

Wickes store would work well.

This investment is consistent with our long-term

capital allocation framework (as outlined on page

27), with a commitment to invest in high-returning

strategic growth levers and returning excess cash to

shareholders.

Dividend

The Board is pleased to recommend a final dividend

of 7.3 pence per share, taking the full year dividend to

10.9 pence per share.

Stakeholders

As a Board, we are always delighted to have the

opportunity to engage with stakeholders, especially

our colleagues and supply partners who are key

enablers for the business to grow and develop. This

year we have been welcomed by colleagues at our

new Leamington Spa store, where we were able to

view the latest kitchen and bathroom ranges. We

also had an enjoyable and productive visit to one of

our key strategic suppliers where we were briefed on

product innovations and trends.

Growing responsibly

We continue to work hard and focus on our

sustainability agenda, particularly in those areas

where we can grow the business and provide good

returns. I was especially pleased that the focus we

place on creating a great place to work and a culture

where everyone has the freedom to be their authentic

selves was recognised by the Financial Times

Europe’s Best Employers 2025 survey, where we

ranked as the No.1 retailer in the UK.

Building on strong foundations

Whilst the economic backdrop remains challenging,

our balanced business model and strategic growth

levers provide a strong foundation upon which to

deliver future outperformance. I continue to be

excited by the growth prospects for this fantastic

business and passionate about ensuring that, as we

grow, we do so responsibly and in a way that benefits

our stakeholders.

Christopher Rogers

Chair of the Board

Our balanced business

model and strategic

growth levers provide a

strong foundation upon

which to deliver future

outperformance.

Building on

our success

Christopher Rogers, Chair of the Board

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Wickes Group Plc Annual Report and Accounts 2025

Sustainable competitive advantage

driving investment returns

Investment case

Read more on page 16

Distinctive

businessmodel

Digitally-led, service-enabled, with

a highly efficient operating model

Large addressable

market

£35bn UK market for home

improvement, kitchens, bathrooms

and home energy solutions

Sales growth:

mid-single digit

Our balanced business model

enables us to access three

customer propositions of Local

Trade, Design & Installation and DIY,

giving a large addressable market

and greater resilience through the

economic cycle.

Wickes has just c. 5% share of the

home improvement market, offering

significant opportunity for future

growth. Through consistent market

share gains and underlying market

growth we aim to generate mid-single

digit revenue growth over the cycle.

Profit growth >

revenue growth

Our proven growth levers are

successfully driving sales densities,

profit contribution and returns from

stores. Our efficient model keeps

operating costs low, generating

operating leverage so that over the

economic cycle we would expect

to grow profit faster than revenue.

Strong

cash flow

Our profitable business model

generates strong operational cash

flow. This cash flow supports

future investment into proven

growth levers such as store refits

and digital. As outlined in our 2023

Capital Allocation Framework, we

maintain a strong balance sheet and

enhance shareholder returns through

dividends and share buybacks.

5.9%

Revenue growth

14.4%

Growth in adjusted PBT

£45m

returned to shareholders in 2025

1 Of which c. £19bn home improvement products, c. £11bn

kitchen and bathroom products and installation, c. £5bn home

energy products and installation (excluding double glazing);

source GfK, Mintel, KBB, Gower and Wickes internal forecasts.

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Wickes Group Plc Annual Report and Accounts 2025

Chief Executive Officer’s statement

This has been another year of strong progress

against our strategy. I would like to thank all

of my colleagues for their continued hard work

and commitment.

We have achieved volume-driven growth across all

three areas of the business, as the strength of our

proposition continues to resonate with customers,

from first time DIYers to a growing base of trade

professionals.

In Retail, we’ve achieved record market share

with particularly strong sales across timber, tiling

& flooring and paint, while TradePro continues

to perform strongly, growing to 643,000 active

members.

We’re also pleased with the performance of our

Design & Installation business, which has not only

consistently seen order numbers increasing, but has

now recorded five consecutive quarters of ordered

sales growth

Given the strength of investment returns from our

proven store refit and new store rollout strategy,

we have announced the decision to accelerate our

investment for future growth. This takes our ambition

to reach 300 stores nationwide – creating over 2,000

new jobs as we bring Wickes’ distinctive offer to new

locations up and down the UK.

Progress against strategic growth levers

The Company’s strategy, as outlined at the time of

the 2021 demerger, has delivered strong market

outperformance and is centred around developing

and extending the Group’s growth levers. These

contribute to an improvement in our products and

services, saving our customers time and money.

Continued investment in these growth levers will drive

further market share growth in the coming years.

Winning for trade

Our TradePro membership scheme continues to

attract local traders, who choose Wickes for its

strong value credentials and simple discount scheme,

high quality products, availability on the lines that

matter most, as well as the convenience and speed of

our fulfilment propositions.

Sales from TradePro members increased by 9%

year-on-year. The strong growth in the number of

active customers to 643,000 was partially offset by a

slight decline in average basket size as tradespeople

have been managing their material quantities more

carefully.

TradePro members benefit from our rewards

programme, with access to special deals on services

such as skip hire, discounted fuel and great value

lifestyle discounts. We have further grown our B2B

offer with 24 strategic partnerships, providing access

to a potential 400,000 trade customers.

We continue to use behavioural analytics to

understand the drivers of average spending by decile.

Our proprietary and market-leading machine learning

model, the Missions Motivation Engine (MME), drives

deeper customer relationships and generates greater

long term value.

This improvement has been

driven by enhancements we

have made to the business,

in what has remained a

challenging market.

David Wood, Chief Executive Officer

Another year of

strong progress

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Wickes Group Plc Annual Report and Accounts 2025

15 minute

enhanced Click & Collect service

DIY category wins

Our market share in Retail has reached record

levels, with strength across numerous categories,

particularly in timber, tiling & flooring and paint.

We continue to grow our key strategic categories

and thereby appeal to an ever broader audience. One

of the most significant changes this year was a full

update and reflow to our decorative ranges in store.

As a key category in the DIY market, continuing to

evolve this proposition has been at the heart of our

product development and continued market share

growth. Across Retail we carried out 21 range reviews

this year including doors, hardware, panelling, power

tools, plumbing, shelving & storage, screws & fixings.

Our Customer Satisfaction metrics remain very

strong, with 85% of customers responding that

our Click & Collect service was ‘excellent’ or ‘good’

and 89% of customers responding that their Home

Delivery was ‘excellent’ or ‘good’.

Accelerating Design & Installation

The improved momentum within Design &

Installation has continued, with revenue increasing

by 4.4% in the year, as customers are reacting

positively to the enhancements made to our kitchen

and bathroom proposition. Ordered sales

have

remained in growth for five consecutive quarters,

demonstrating continued momentum as we

annualise the return to ordered sales growth in Q4

2024. Delivered sales

have now been in positive

growth for three consecutive quarters, with LFL

growth in the second half of 6.1%.

This improvement has been driven by the

enhancements we have made to the business

in what has remained a challenging market. In

response to customer feedback, we have simplified

the customer journey and now present a unified

offering, rather than separate Bespoke and Wickes

Lifestyle paths. This new approach encompasses

brochures, website, advertising and promotions. We

have streamlined the customer journey in store by

ensuring that new customers are able to interact

directly with a Design Consultant as soon as they

begin the design process, and by increasing the

availability of Design Consultants. Customers are

now able to book an appointment instantly with

a Design Consultant, through our website, in the

store of their choice, replacing a more cumbersome

telephone booking system. We also use software for

scheduling installers, with our Customer Experience

Centre overseeing the multi-stage installation

process. These enhancements have resulted in

94% of customers responding that their Design &

Installation with Wickes was ‘excellent’ or ‘good’.

We continue to focus on what matters to our

customers, namely the certainty of value,

convenience and speed. We maintain a market-

leading price position against our wider peer group, to

ensure our customers choose Wickes for value. Our

Click & Collect promise has been enhanced this year

from 30 minutes to just 15 minutes. Our Wickes Extra

range offers customers easy access to our extended

range online. The launch of Wickes Rapid enables

customers to place orders of up to 800kg for local

delivery to their home or site within three hours. This

highly differentiated service is available seven days

per week on over 10,000 SKUs.

Store investment

The strong performance of our existing and new

stores, alongside our proven ability to operate

successfully in smaller footprint stores, has led

us to increase our ambition to 300 stores over the

longer term.

Our new store opening programme is performing

well and we are confident that our new stores will

deliver good economic returns once mature. Revenue

and margins from the 13 store-cohort opened over

the last 3.5 years are on track to meet our returns

expectations, with a target 25% return on invested

capital (ROIC) in year five. The rollout of additional

new stores will focus on white space opportunities

and under-served larger towns and cities.

We have launched a number of strategic initiatives

for 2025 and beyond, such as range enhancements

into high-end kitchen appliances such as SMEG. The

launch of eight new colour choices in our Wickes

Lifestyle kitchens range has expanded our breadth

and enabled us to capture new customers, such

as those seeking pastel colours, like Ohio Pink.

We launched a Paint to Order service for premium

kitchen cabinets in 2025 to offer further choice within

our Bespoke range.

We continue to leverage our brand, store footprint

and digital presence to build awareness of Wickes

Solar. This includes Wickes Solar gondola-ends in

every store, in combination with the digital journey on

the Wickes website. Wickes Design Consultants have

been trained to offer Wickes Solar in store and in the

home, which is unique in a market where customers

particularly value face-to-face advice.

We launched an online price estimator and

established transparent pricing, as well as a

compelling finance offer. The market for domestic

solar installations in the UK is in long-term growth,

with the market estimated to be worth £1.5bn per

annum by 2028

. It is a highly fragmented market

with no clear brand leader. With a trusted brand and

significant experience in design and installation

services at scale, Wickes is well placed to be a market

leader in home energy solutions.

We held an investor insight event in October 2025 to

showcase the strength and competitive advantage

of our offer. The slides from the presentation are

available on our investor website.

1 Ordered sales refers to the value of orders at the point when the order has been agreed.

2 Delivered sales refers to the revenue which is recognised when the Group has satisfied its performance obligation to the customer

and the customer has obtained control of the goods or services being transferred.

3 Source: Wood Mackenzie UK PV Capacity Forecast.

4 Gross internal area, measured in square feet.

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Chief Executive Officer’s statement continued

Enhanced store service model

Our ‘4C’ model aims to meet our customers’ needs

through all four of our store network journeys:

Self Serve, Assisted Selling, Order Fulfilment

and the Design & Installation showrooms. Our

approach offers a seamless shopping experience

for customers and ensures that our store estate

works hard for us. Changes to the store estate have

increased back of house capacity in recent years for

Click & Collect and Home Delivery Order Fulfilment,

while reducing the impact on customers in the store.

This unique service model leads to high levels of

customer satisfaction, including a 4.4 (Excellent)

rating on Trustpilot.

A winning culture

We are proud of the Wickes culture which over the

past 50 years has evolved to become a modern,

inclusive workplace where all colleagues can feel at

home and have the opportunity to grow their skills

and develop their careers. We continue to engage

with colleagues so that they are informed, inspired

and motivated to play their part in delivering our

strategy through exceptional levels of customer

service.

We are proud that Wickes has been voted the number

1 UK retailer in the Financial Times survey of Europe’s

Best Employers 2025 and was ranked #87 out of

1,000 companies.

Responsible Business Strategy

In 2025 we have continued to focus on strategically

important sustainability topics as part of delivering

our Responsible Business Strategy ‘Built to Last’.

The wellbeing and safety of our colleagues and

customers remains a key fundamental of our

Responsible Business Strategy. We have taken

a number of important initiatives this year, such

as developing new training for manual handling.

Our safety culture is centred around commitment

and care and we make it our priority to ensure that

everyone who works and shops with us goes home

safe and well every single day.

Digital capability

We continue to invest in our digital capabilities

to underpin enhanced customer experience and

productivity.

A number of the initiatives undertaken in recent years

continue to drive growth, such as the introduction

of direct-to-diary booking by customers for their

appointment with a Design Consultant, which has

improved the proportion of leads that continue

through the sales funnel. Our proprietary and

market-leading machine learning model, the Missions

Motivation Engine (MME), delivers tailored content

to customers to help them complete their home

improvement missions and this continues to drive

incremental revenue. New and improved functionality

in our colleagues’ handheld devices has enabled us

to achieve faster fulfilment times and thereby start

offering a 15 minute Click & Collect service, instead

of 30 minutes, as well as launching the Wickes

Rapid service.

There are a number of projects which we are currently

investing in to drive future growth, such as our new

design software. This will be rolled out to Wickes

Design Consultants in 2026 and will transform the

customer experience by unlocking new capabilities

for faster, more inspirational design visualisations.

Also in 2026 we will begin the transformation of our

till systems into a unified commerce platform for a

seamless online/in-store customer experience and

for improved store inventory management. We will

implement an order management system to simplify

our ordering and fulfilment capabilities and improve

customer order accuracy, in two phases launching in

2026 and 2027.

Continued investment in these

growth levers will drive further

market share growth in the

coming years.

In a number of existing stores we are trading

successfully with a full Wickes format in a smaller

footprint. Although smaller than our Group average

footprint of 27,000 sq. ft.

, these stores of 15,000-

20,000 sq. ft. carry approximately the same 9,000-

10,000 SKU range as we stock on average across the

estate and generate approximately the same average

store EBITDA of c. £0.8m. Using a smaller store

footprint will enable us to access a greater number of

potential target store locations, to serve catchments

with lower populations and to infill major urban areas.

Our refit programme continues to deliver good

returns with strong sales uplifts across the store.

This is particularly seen in the Design & Installation

areas, where we are able to showcase our full offer

of kitchens and bathrooms. The refits also enable

us to upgrade the efficiency of multi-channel

order pick and despatch, which drives higher sales

densities, underpins our enhanced 15-minute

Click & Collect promise and increases customer

satisfaction metrics.

For 2026 we expect to open 4-5 new stores and we

plan to refit or refresh 15-20 stores. During 2026 and

2027 we will be securing our future property pipeline

by identifying the most optimal locations, securing

appropriate commercial terms with landlords, gaining

planning permissions and managing construction.

Our rollout will accelerate from 2028 onwards, when

we expect to be opening 10+ new stores per year and

undertaking 20+ refits and refreshes per year.

During 2025 we opened five new stores, in Leeds

Moor Allerton, Bury St Edmunds, Dunfermline,

Southport and Northampton Riverside. We closed

three stores (Muswell Hill Kitchen & Bathroom,

Croydon dark store and Southport Kitchen &

Bathroom) and ended the year with 230 stores. 190

stores, or 83% of the network, are now in our new

format, with two stores refitted in 2025 and a further

nine refreshed.

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

300

store ambition over the longer term

4.4

’Excellent’ rating on Trustpilot

The Wickes Community Programme, launched in

2022, continues to support people across the UK to

improve their local community spaces. In 2025 we

supported c. 2,500 projects in local communities

across the country. The programme won Best

Community Engagement Programme at the 2025

Corporate Social Responsibility (CSR) Awards.

Our two-year corporate charity partnership with

The Brain Tumour Charity completed in April 2025,

and we successfully reached our target of raising

£2 million for the charity, with the generosity of our

customers, colleagues and suppliers. The partnership

was recognised by winning the Best Short Term

Partnership award at the Third Sector Business

Charity Awards.

In May 2025 we launched a new two-year partnership

with CALM, the suicide prevention charity. We are

delighted that we are well on the way to our £2

million fundraising target over two years, having

fundraised c. £900,000 in the first eight months and

subsequently reached £1 million in February 2026.

Environment

We are committed to mitigating the risk that climate

change poses to our shared environment.

We remain on track to meet our Scope 1 and 2

near-term emissions reduction targets. Like many

of our peers in the retail sector, the majority of our

emissions come from our Scope 3 value chain. These

relate mainly to the manufacture of the products we

sell, their transportation, their use and their disposal

at the end of life. We are working with our key

strategic suppliers, collaborating to decarbonise the

home improvement industry.

Having already transitioned to a 100% renewable

electricity contract, we now also have air source heat

pumps installed at 10 stores and solar generation

installed at 13 stores.

We remain active members of Make it Zero, the global

home improvement sector’s Scope 3 reductions

initiative and are actively engaged in the British Retail

Consortium’s Climate Action Roadmap.

Homes

Wickes Solar is an important part of our strategic

growth lever, to accelerate Design & Installation.

We are proud to help customers choose home energy

solutions which save energy and reduce the carbon

footprint of their homes.

We continue to track the proportion of our own

brand products which support sustainability, through

supporting energy efficiency, supporting water

efficiency, containing recycled materials or containing

responsibly sourced timber.

We remain well positioned for 2026, with the strength

of our strategy and balanced business model giving

us confidence that we will continue to succeed in the

large UK home improvement market.

David Wood

Chief Executive Officer

Our progress continues to be recognised and we

have increased our scores in a number of prominent

ESG ratings, including achieving an A- rating in CDP

Climate Change, maintaining a AAA rating in the

MSCI ESG Ratings assessment and continuing to be

included in the FTSE4Good Index.

People

Inclusion and diversity remain central to our people

strategy, as we build a business we are proud of,

where all our colleagues have the freedom to be their

authentic selves and are empowered to support their

communities and customers.

Through our commitment to our Employee Value

Proposition and leadership behaviours we are

working towards our targets of achieving a gender-

balanced team across all roles and functions,

and a business that reflects the communities

we serve through ethnic diversity and leadership

ethnicity balance.

We remain well positioned,

with the strength of our

strategy and business model.

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Chief Executive Officer’s statement continued

104.8

106.8

110.1

110.4

113.3

120.4

2020

2021

2022

2023

2024

2025

Spending on DIY in the UK is driven by the high average age of the UK’s

housing stock, the rising number of UK households and increasing

home ownership

. The market for home improvement, kitchens,

bathrooms and home energy solutions is worth c. £35bn per annum

inthe UK

and within this market we have a significant opportunity for

long term growth, given our relatively small market share of c. 5%.

Significant opportunity

for long term growth

Helping the nation

improve their homes

The majority of Britain’s 29 million

homes

are over 60 years old, with one

in five over 100 years old

, and this

ageing housing stock drives an ongoing

need for repair and maintenance.

Following the pandemic, people have a new

appreciation for their homesand gardens and

want them to reflect the way they live and work

today, fuelling further desire from homeowners

and rental tenants toinvest in their properties.

More women and younger people are taking on

home improvement projects and female shoppers

now represent one in three of our customer base,

up from one in six in 2019

Consumer confidence in the UK has remained

subdued

with consumers cautious of undertaking

major home improvement projects. Planned spend

on a new kitchen or bathroom has been stable over

recent months, whilst remaining below historical

norms

. However, home improvement remains

a priority, even as people are spending less by

undertaking smaller projects, with one in two

consumers planning to decorate a room this year

Our three customer propositions, across Local

Trade, Design & Installation and DIY, allow us to

access much of the market and our balanced

business model enables us to support customers

however they decide to improve their homes.

In recent years, the home improvement market

has been impacted by major global events, most

notably the pandemic and the cost of living crisis.

Specialist DIY sales are forecast to continue

growing, according to Mintel

, driven by improving

consumer confidence and ongoing volumes of

housing market transactions. We keep a close

eye on trends through our monthly Mood of the

Nation survey of over 1,000 UK households and

tradespeople, along with more qualitative customer

research. This gives us invaluable insights into

consumer sentiment and we use this insight to

evolve and enhance our products and services to

meet our customers’ needs and win in this market.

c. 5%

Wickes share of the £35bn

market for UK home improvement,

kitchens, bathrooms and

home energy solutions

>60

age in years, of majority

of Britain’s homes

Retail market share (indexed, 2019 = 100)

Market review

How we are responding

– As customers focus on smaller DIY projects,

we have enhanced and extended our product

ranges in categories such as painting and

decorating and garden maintenance.

– We proactively market to female and younger

DIYers, working with female influencers and

content creators to inspire followers with their

DIY successes, and we create ‘how to’ videos

aimed at less experienced DIYers.

– Tradespeople continue to be busy – over

30% of them tell us that they have a pipeline

of work lined up for over 12 months

. To help

save them time and money we continue

to invest in technology to improve their

customer experience.

– We have broadened our kitchen and bathroom

ranges to appeal to those customers seeking a

more value-led offer, with our Wickes Lifestyle

range (from under £3,000) right through to the

premium end of the market, with our Bespoke

range and recently launched Paint to Order

kitchens service.

4 ONS Families and Households in the UK.

5 BRE Trust.

6 Proportion of Wickes DIY customers identified as female.

7 GfK Consumer Confidence Index, February 2026.

8 Wickes Mood of the Nation survey February 2026.

1 Mintel UK DIY Retailing report, June 2025.

2 GfK, Mintel, KBB, Gower and Wickes internal forecasts.

3 GfK GB point of sale data, GfK DIY Category Reporting Dec-2025.

Market snapshot:

In 2025 we have once again

outperformed the market

andgrown our market share

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Helping the nation

shop with ease

Convenience and speed are

becomingincreasingly important

in thehome improvement market.

Customers have come to expect

astreamlined, personalised

shoppingexperience underpinned

byinnovative digital technologies.

They may choose to shop in store or conduct their

entire shopping mission online, from searching

social media for inspiration and information, to

buying online and getting their product through

Home Delivery or Click & Collect services.

60%

expect faster deliveries and

are prepared to pay more for

same-day service

2/3rds

of sales are digitally enabled,

96% of sales fulfilled by our stores

How we are responding

Our stores are designed and managed to meet

all the shopping needs of our customers and

maximise operating efficiencies. We do this

through our unique ‘4C’ service model (see pages

6-7), which incorporates four customer shopping

routes and seamlessly integrates both a digital

and physical shopping experience. We continue

to invest in our digital capabilities to deliver an

enhanced customer experience.

– In 2025, we introduced direct-to-diary bookings

so our Design & Installation customers can book

their appointment with a Design Consultant

online at a time and place that suits them.

– We have halved our Click & Collect service times

to just 15 minutes.

– We also launched Wickes Rapid, a highly

differentiated service, with a specialist partner,

which is available seven days a week on over

10,000 SKUs.

– Our proprietary and market-leading machine

learning model, the Missions Motivation Engine

(MME), delivers tailored communications to

customers to help them complete their home

improvement missions.

Helping the nation

save energy

Heating and lighting our homes

remains asignificant burden on

people’s finances andthecontinued

high cost of energy has motivated

consumers to seek out ways to improve

the energy efficiency of their homes

and save money.

Britain’s 29 million homes are among the least

energy efficient in Europe, losing heat up to three

times faster than in Continental Europe

. The

UK Government estimates that 33% of homes

with a loft do not have loft insulation

rate of heat loss from homes in

Great Britain, vs Continental Europe

£1.5bn

estimated market for UK

domestic solar installations

by 2028 (per annum)

How we are responding

We are committed to helping our customers

improve the energy efficiency of their homes and

save money on their energy bills.

– In 2024 we entered the UK domestic solar

installation market, which is a highly fragmented

market with no clear brand leader. As a trusted

national brand with significant experience in

design and installation services at scale, we

are well placed to become a market leader in

solar installations and home energy solutions

more broadly.

– Wickes Solar is now available in all stores and

online, and a number of our Design Consultants

have been trained to offer Wickes Solar in store

and in the home, which is unique in a market

where customers particularly value face-to-face

advice.

– Our interactive ‘Energy Efficient Home’ is

available for customers to find information

and ‘how to’ videos to make their homes more

energy efficient, with direct links to purchase

the products.

– We continue to expand our range of energy

saving products.

4 Metapack Ecommerce Delivery Benchmark Report, Retail

Economics / Auctane, February 2025

1 Decarbonising Buildings: Grantham Institute / Imperial College

London, December 2022

2 DESNZ, March 2024

3 Wood MacKenzie UK PV Capacity Forecast

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Market review continued

Business model

Efficient

operating model delivers

strong performance

High sales densities

High volume/fast stock turn

High colleague retention

Low operating cost

Local

Trade

DIY

Design &

Installation

How we deliver our unique

customer proposition

Creating value for

our key stakeholders

Customers

– High levels of customer satisfaction

– High Trustpilot scores

Shareholders

– Profitable and cash generative

– Good return on capital invested

– Attractive returns through dividends

andshare buybacks

Colleagues

– High levels of colleague engagement

– Job creation in new stores

– Skills and career

development opportunities

Suppliers & Installers

– Long-standing relationships

with trusted suppliers

– Growing volumes

Communities

– Supporting community projects

– Fundraising for our charity partner

Read more on page 21

Read more on page 20 Read more on page 20 Read more on page 20

Growth levers

Store

investment

High return on investment

from refits and new stores

Digital

capability

Continued development

of a seamless offer

Our vision

A Wickes project in every home

Our purpose

To help the nation feel house proud

Enhanced store

service model

Laying the foundations

for future growth

A winning

culture

Engaged colleagues and

growing responsibly

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Strategy in action

We have invested significantly

in our growth levers in 2025

andhave made good progress

on each of them. Here we

summarise thestrategic focus

and key achievements for each

growthlever.

Delivering on our

growth levers

Our TradePro membership scheme

offers a simple digital loyalty scheme

for tradespeople, designed to save

them time and money

Accelerate growth in Design

& Installation through digital

development and product innovation

Provide a curated range in store with

an extended range online to offer

the best range, price, availability

and convenience

Strategic focus

– Increase the number of active TradePro

members.

– Extend TradePro to access additional

businesses through trade federations.

– Enhance TradePro Rewards scheme to build

deeper relationships and increase frequency,

spend, loyalty and brand preference.

What we achieved

– Increased active TradePro members

643,000 (2024: 581,000) and grew TradePro

sales by 9%.

– Grew B2B offer with 24 strategic partnerships,

providing access to a potential 400,000 trade

customers.

– Further enhanced the TradePro Rewards

programme with discounted fuel offering and

great value lifestyle discounts.

Strategic focus

– Continue to enhance and innovate the offer,

introducing new ranges and refreshing

showrooms.

– Enhance the customer journey by creating

adigitally-enabled, high-service process.

– Develop Wickes Solar proposition to build

market presence.

What we achieved

– Introduced eight new colour choices in

ourWickes Lifestyle Kitchens range and

a ‘Paint to Order’ service in our Bespoke

kitchens range.

– Added over 3,000 new kitchen and bathroom

products including high-end appliances such

as SMEG.

– Leveraging our brand, store footprint and

digital presence to build awareness of

Wickes Solar.

Strategic focus

– Get our fair share in underweight product

categories.

– Implement regular range reviews to innovate

and evolve product offering.

– Broaden customer base, targeting more

women and younger DIYers.

What we achieved

– Completed 21 range reviews in key areas

including decorative, power tools, plumbing,

shelving & storage.

– Full update and reflow of our decorative

ranging.

– In partnership with celebrity Kimberley Walsh,

we launched her third paint colour, Blush

Rose.

1 Members who have shopped with us in the last 12 months.

Winning for trade Accelerating Design

& Installation

DIY category wins

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

We have a ‘right size, right place, right

cost’ approach, to ensure stores are

strategically located for maximum

footfall and act as efficient fulfilment

centres for digital sales

We are investing in our digital

capabilities to deliver a seamless and

inspiring shopping experience for our

customers, integrating our digital and

in-store propositions

Our unique ‘4C’ model is designed

to meet all our customers’ needs

through Self Serve, Assisted Selling,

Order Fulfilment and Design &

Installation showroom areas

Delivering exceptional customer

service through engaged colleagues

and growing responsibly

Strategic focus

– Continue to open new stores, with ambition

for 300 stores in the longer term.

– Invest in store refit and refresh programme.

– Increase storage capacity in high-volume

stores to facilitate more Click & Collect and

Home Delivery orders.

– Improve energy efficiency and reduce

carbon emissions across the estate through

investment in energy saving technologies.

What we achieved

– Opened five new stores in Leeds Moor

Allerton, Bury St Edmunds, Dunfermline,

Southport and Northampton Riverside.

– Refitted or refreshed 11 stores. 83% of stores

are in new format.

– Installed air source heat pumps in three

stores, taking the total to seven stores.

13stores now have on-site solar generation.

Strategic focus

– Leverage AI capability through our Missions

Motivation Engine (MME) to improve

efficiency and effectiveness of digital

marketing.

– Enhance structure and functionality of

Wickes’ digital ecosystem to increase

customer traffic and conversion rates.

What we achieved

– Invested in technologies to improve the speed

of our fulfilment propositions.

– Through improvements to digital channels,

we increased digital traffic by 8% YoY and

customer conversion rate by 7% YoY.

– Optimised our MME to focus on using first

party data across all marketing channels to

improve message relevancy and targeting in

all digital communications with customers.

Strategic focus

– Continue to develop 4C model across store

estate.

– Integrate digital capabilities across all areas

of the store.

– Continue to grow Click & Collect and Home

Delivery services through increased capacity,

service-enabling technology and best-in-

class delivery partners to ensure outstanding

customer service and reduced cost to serve.

What we achieved

– Halved our Click & Collect service times to

just 15 minutes.

– Launched Wickes Rapid, offering delivery

within three hours for orders up to 800kg.

– Achieved high levels of customer satisfaction,

with ’excellent’ or ‘good’ ratings of 85% for

Click & Collect, 89% for Home Delivery and

90% for Self Serve.

Strategic focus

– Build a modern workplace and special culture

where everyone can feel at home and can

thrive (see page 31 for People targets).

– Develop and implement Built to Last Strategy

(see pages 28-50 for full overview).

What we achieved

– Ranked as No.1 UK retailer in the Financial

Times Europe’s Best Employers 2025 list.

– Working towards our targets of achieving

a gender-balanced team across all roles

and functions and a business that reflects

the communities we serve through ethnic

diversity and leadership ethnicity balance.

– Colleague engagement score of 7.8/10.

Store investment Digital capability Enhanced store

service model

A winning culture

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Strategy in action continued

2025

2024

2023

2022

4.9

(2.0)

(0.3)

3.5

2025

2024

2023

2022

49.9

43.6

52.0

75.4

2025

2024

2023

2022

48.7

23.2

41.1

40.3

2025

2024

2023

2022

17.4

14.1

15.1

23.8

2025

2024

2023

2022

10.9

2025

2024

2023

2022

62.8

32.2

46.1

29.0

Group LFL sales (%) Adjusted PBT (£m) Statutory PBT (£m) Adjusted basic EPS (p) Dividend per share (p) Free cash flow (FCF) (£m)

Description

A measure of the underlying sales

growth of products to Local Trade,

DIY and Design & Installation

customers.

Definition

Sales to Local Trade, DIY and Design

& Installation customers from stores

that have been open for more than

12 months.

Link to growth levers

LFL sales is a measure of how

successful we have been in

developing our growth levers.

Remuneration linkage

Linkage is via the impact of LFL sales

growth on adjusted PBT.

Target

Grow market share from the existing

store estate in order to generate

operating leverage.

Description

Profit before tax adjusted for items

that are material in size or unusual

in nature as presented as part of the

income statement.

Definition

Adjusted PBT is our key profit target

to measure underlying performance

and is calculated before deducting

adjusting items, such as impairments

or restructuring costs.

Link to growth levers

Adjusted PBT is a key measure of

the efficiency of the business and

the returns we deliver on our growth

investment.

Remuneration linkage

Adjusted PBT represents 70% of the

annual bonus target for Executives.

Target

Grow adjusted PBT each financial

year (dependent on market and

competitive conditions).

Description

Profit before tax in the financial year

on a statutory basis, as reported in

the income statement.

Definition

Statutory profit before tax.

Link to growth levers

Statutory PBT is a key measure of

the efficiency of the business and

the returns we deliver on our growth

investment.

Remuneration linkage

Linked to adjusted PBT.

Target

Grow statutory PBT each financial

year (dependent on market and

competitive conditions).

Description

A measure of how much adjusted

profit after tax the Company makes

for each share in issue.

Definition

Post-tax adjusted profit divided by the

average number of shares in issue,

before adjusting for share options.

Link to growth levers

EPS growth is closely linked to profit

growth. It also reflects the effects

of the capital allocation framework,

in particular the share buyback

programme.

Remuneration linkage

Adjusted basic EPS represents 60%

of the Long Term Incentive Plan

(LTIP) target for Executives.

Target

Grow adjusted basic EPS each

financial year (dependent on market

and competitive conditions).

Description

A measure of how much adjusted

profit the Company distributes for

each qualifying share in issue.

Definition

The amount of that financial year’s

retained profit per ordinary share

which the Company distributes

toshareholders.

Link to growth levers

Dividends to shareholders reflect the

Company’s success in executing its

growth levers, and in generating cash.

Remuneration linkage

Dividends are an important element

of Total Shareholder Return (TSR),

which represents 30% of the LTIP

target for Executives.

Target

Dividend cover of between 1.5 times

and 2.5 times EPS.

Description

Cash flow available for distribution or

debt repayment in any given financial

year, after investing in the business

and paying tax and interest.

Definition

Cash generated from operations,

before the impact of adjusting items,

after capital expenditure (capex),

interest and tax.

Link to growth levers

All growth levers are important in

driving sales and profitability, which

in turn support free cash flow.

Remuneration linkage

Free cash flow represents 20% of the

annual bonus target for Executives.

Target

Grow free cash flow each financial

year (dependent principally on the

level of profitability and investment in

capex and working capital).

Strategic growth levers

Winning for trade

Accelerating Design & Installation

DIY category wins

Store investment

Digital capability

Enhanced store service model

A winning culture

Key performance indicators

Financial

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

2025

2024

2023

2022

91.7

86.3

97.5

99.5

2025

2024

2023

2022

4.5x

4.3x

4.4x

2025

2024

2023

2022

69.0

66.1

66.9

65.5

2025

2024

2023

2022

643

581

478

425

2025

2024

2023

2022

1.447

1.593

1.566

1.648

2025

2024

2023

2022

38.89

39.00

39.90

38.56

Year end cash (£m) Stock turn Digital sales (%) TradePro active members (k) GHG emissions (m tCO

e) Colleague gender diversity (%)

Description

A measure of year end cash.

Definition

The total value of our year

end balance of cash and cash

equivalents.

Link to growth levers

Cash will be influenced by our

performance across all our

growth levers.

Remuneration linkage

Linkage is via profit and free cash

flow performance.

Target

Minimum cash balance of £50m.

Description

A measure of how efficient we are in

converting our stock into sales.

Definition

Cost of goods sold excluding

installation services divided by the

average inventory held in the year.

Link to growth levers

More rapid stock turn, especially

relative to the creditor payment cycle,

is a key driver of free cash flow.

Remuneration linkage

Linkage is via the impact on free

cash flow.

Target

Maintain stock turn at around

4.0-5.0 times (dependent on trading

conditions, product mix, supply

chain issues, and targets for product

availability).

Description

This measures how successfully we

are engaging with our increasingly

digital customer base.

Definition

The proportion of customer journeys

which start online, plus direct digital

sales such as Local Trade, Click &

Collect and Home Delivery orders.

Link to growth levers

Our customer base is increasingly

digital and, if we do not serve

them well, our market share and

profitability will suffer over the

long term.

Remuneration linkage

Linkage is via the impact on sales

and profit performance, and the

returns we generate from our

digital investments.

Target

Grow our digital participation.

Description

TradePro is our digital membership

club for Trade, offering a 10%

discount on all purchases.

Definition

Active members of the TradePro

scheme are defined as those who

have shopped with us in the last

12 months.

Link to growth levers

Serving trade customers well is

central to our offer, and reflects

our strengths in digital, pricing and

convenience.

Remuneration linkage

Linkage is via profitable growth of

trade sales.

Target

Grow TradePro active members.

Description

We are acutely aware of our impact

on the environment and this measure

covers emissions from our own

stores, transportation and our wider

value chain.

Definition

Scope 1, 2, and 3 GHG emissions,

measured as tonnes of carbon

dioxide equivalent (tCO

e).

Link to growth levers

We are committed to being a

responsible business, and GHG

reductions are a key part of this.

Remuneration linkage

10% of the LTIP for executives is

tied to targets supporting near term

Scope 1 and 2 science-based targets

(SBTs).

Target

Deliver near term SBTs.

Description

A measure to represent how we’re

continuing to build a more diverse

and inclusive workforce that reflects

the communities we serve.

Definition

The percentage of females in the full

colleague population of the Group’s

100% owned subsidiaries

Link to growth levers

We strive to grow an inclusive and

diverse business in order to best

support the needs of our customers

and communities.

Remuneration linkage

Colleague gender diversity targets,

along with ethnic diversity targets,

represent 10% of the annual bonus

for executives.

Target

A gender-balanced team across all

roles and functions at Wickes.

Financial Non-financial

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Key performance indicators continued

2.1%

6.9%

4.4%

H1 ’25

H2 ’25

FY ’25

D&I sales

8.0%

6.0%

4.0%

2.0%

-2.0%

0.0%

LFL growth Non-LFL growth

LFL growth

Non-LFL growth

6.8%

6.2%

6.5%

H1 ’25

H2 ’25

FY ’25

Retail sales

8.0%

6.0%

4.0%

2.0%

0.0%

Financial review

Revenue of £1,636.2m reflected 5.9% sales growth

year-on-year. Retail sales were driven by an

increase in volumes in a mildly deflationary pricing

environment. The good momentum within Design

& Installation continued, with revenue increasing

by 4.4% as customers are reacting positively to the

enhancements made to our kitchen and bathroom

proposition.

Adjusted profit before tax increased by 14.4% to

£49.9m (2024: £43.6m) and statutory profit before

tax increased by 109.9% to £48.7m (2024: £23.2m)

following a non-cash impairment charge which

impacted 2024.

There was £91.7m of cash at the end of the period

(2024: £86.3m), after £24.8m of dividends and

£20.0m of share buybacks

Revenue

Revenue for the 52 weeks to 27 December 2025 was

£1,636.2m (2024: £1,544.5m), an increase of 5.9% on

the prior year. LFL sales

for the period were up 4.9%.

Retail revenue – sales from products sold to DIY

customers and local trade professionals – increased

by 6.5% to £1,208.9m (2024: £1,135.2m). Retail LFL

revenue increased by 5.7%, driven by positive volume

growth. Our TradePro business continues to perform

strongly, with sales up 9% year-on-year, as local trade

professionals continue to choose Wickes to save

them time and money. DIY sales were in mid-single

digit growth, with volumes driven by increasing

customer transactions, reflecting the strength of the

Wickes offer.

Design & Installation delivered revenue

was £427.3m

(2024: £409.3m), an increase of 4.4%, as customers

are reacting positively to the enhancements made

to our kitchen and bathroom proposition. Ordered

sales

have remained in growth for five consecutive

quarters, demonstrating continued momentum as

we annualise the return to ordered sales growth in

Q4 2024. Delivered sales

have now been in positive

growth for three consecutive quarters.

Gross profit

Adjusted gross profit for 2025 was £605.9m, a 7.2%

increase compared to the prior year (2024: £565.1m).

Adjusted gross margin increased by 44 basis points,

as a result of volume growth, category mix and lower

consumer credit costs.

Statutory gross profit of £603.8m (2024: £566.6m).

Our financial results

have demonstrated the

continuing strength of

our business model,

delivering volume-

driven outperformance

in challenging market

conditions.

Volume-driven

outperformance

Mark George, Chief Financial Officer

1 Before stamp duty and commission.

2 For a definition of like-for-like (‘LFL’) sales, see note 3 of the

financial statements.

3 Delivered sales refers to the revenue which is recognised

when the Group has satisfied its performance obligation to the

customer and the customer has obtained control of the goods or

services being transferred.

4 Ordered sales refers to the value of orders at the point when the

order has been agreed.

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

FY 2024

adj. PBT

Retail D&I Volume-related

costs

Inflation Productivity

Investment

(incl. Tech)

2025

store

openings

Other FY 2025

adj. PBT

£43.6m

£49.9m

£33.2m

£11.9m

£12.4m

£(16.8)m

£(17.2)m

£(12.9)m

£(3.1)m

£(1.2)m

Revenue & trading margin

100

Adjusted PBT waterfall

Operating profit

Adjusted operating profit of £74.8m increased by

11.0% year-on-year (2024: £67.4m) due to revenue

growth driving operational leverage, in addition to our

productivity programme having helped to mitigate

cost inflation. Investment in digital, distribution

initiatives and property stepped up in H2, as guided.

The adjusted operating profit margin increased to

4.6% (2024: 4.4%).

Statutory operating profit increased by 49.3% to

£70.6m (2024: £47.3m).

Net finance costs

Net finance costs were £21.9m (2024: £24.1m),

principally comprising finance costs relating to the

IFRS 16 interest charge on leases, partially offset by

interest income earned on cash balances.

Adjusted profit before tax

Adjusted profit before tax was £49.9m (2024:

£43.6m), an increase of 14.4% year-on-year, reflecting

the strong performance outlined above.

Adjusting items

Pre-tax adjusting item charges were £1.2m (2024:

£20.4m). These comprise charges related to

derivative fair value losses on foreign exchange

contracts of £2.1m (2024: gain of £1.5m), a right-

of-use asset impairment charge of £1.7m (2024:

£12.3m), an impairment charge related to the Solar

Fast brand of £0.3m (2024: nil) and an impairment

charge related to property, plant and equipment of

£0.2m (2024: £5.8m), offset by a gain on the fair value

of call options of £3.0m (2024: nil) and a restructuring

provision release of £0.1m (2024: restructuring costs

of £4.0m).

Profit before tax

Profit before tax increased to £48.7m (2024: £23.2m)

reflecting the factors noted above and a non-cash

impairment charge in the prior year.

1 The impact of YoY savings in distribution costs is displayed in ‘Productivity’, but is included in gross margin in the statutory income statement.

Growth in profits reflects

revenue growth driving

operational leverage, with

strong productivity partially

mitigating cost inflation

£1.6bn

revenue

+5.9%

year-on-year increase

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Financial review continued

Cash at

FY 2024

Adjusted

PBT

Deprec-

iation

(pre

IFRS 16)

Share based

payments,

Other

Corporation

tax paid

Cash rent

IFRS 16

Working

capital

Employee

share scheme

purchases

Capex Dividends

paid

buybacks

Cash at

FY 2025

£86.3m

£91.7m

£49.9m

£28.1m

£4.9m

£(12.2)m

£25.3m

£(28.7)m

£(12.5)m

£(20.0)m

£(24.8)m

£(4.6)m

100

150

200

Cash waterfall

Financial review continued

Tax

The tax charge for the period was £10.9m (2024:

£4.8m). The effective tax rate for the period was

22.4% (2024: 20.3%), which differs from the UK

corporation tax rate of 25% principally due to UTP

reversals.

Tax charge on adjusting items was £1.0m (2024:

£4.9m) and there was an adverse prior year tax

adjustment of £1.2m (2024: nil).

Investment and capital expenditure

Capital expenditure of £28.7m (2024: £26.1m) was

lower than expected, due to the phasing of some

capital investment projects.

The largest component of capex was £15.2m

investment in the store estate (2024: £13.3m), of

which new stores were £9.2m, refits and refreshes

£5.4m and other store capex across the estate

£0.6m. There was £4.4m capex investment in our

digital capabilities (2024: £4.8m), as we continue to

develop our multi-channel offer.

We expect capital expenditure for 2026 to be

£40-45m, driven by an acceleration in our store

network rollout and further IT capital expenditure,

as we continue to enhance our operating systems

and customer experience. In addition we expect

investment in technology projects, expensed in the

income statement, of £18-20m.

Cash / net debt

Cash at the end of the period was £91.7m (2024:

£86.3m), reflecting a strong performance in the year.

This was slightly higher than anticipated due to a

healthy order book in Design & Installation, as well as the

phasing of some capital investment projects. Average

cash across the year was £153.0m (2024: £144.3m),

reflecting our normal cycle of working capital.

Year end 2025 Average 2025

Debt Nil Nil

Cash & equivalents £91.7m £153.0m

Net cash/(debt) £91.7m £153.0m

£49.9m

adjusted PBT

+14.4%

year-on-year increase

Average cash across the year

was £153m, reflecting our

normal cycle of working

capital, compared to year end

cash of £92m.

1 Includes £3.5m of accrued capex spend.

2 Before stamp duty and commission and after SAYE cash receipts.

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Operating profit increased year-on-year, resulting

in cash flows from operations of £184.3m (2024:

£172.0m). Cash inflows related to working capital

movements were £21.8m

(2024: £1.4m outflow),

reflecting a healthy order book in Design &

Installation, higher capex accruals and improved

creditor payment terms. Cash outflows from

financing activities of £170.6m (2024: £158.5m)

include £114.0m (2024: £114.4m) related to lease

liabilities, £24.8m dividend payments (2024: £26.1m),

£20.0m of share buybacks

(2024: £15.1m) and

£12.5m of share purchases for the Employee Benefit

Trust

(2024: nil).

Inventories increased slightly to £199.4m

(2024:£192.9m).

Dividend

The Board has recommended a final dividend of

7.3p per share, which will be paid on 5 June 2026 to

shareholders on the register at the close of business

on 24 April 2026.

The shares will be quoted ex-dividend on 23 April

2026. Shareholders in the UK may elect to reinvest

their dividend in the Dividend Reinvestment Plan

(DRIP). The last date for receipt of DRIP elections and

revocations will be 14 May 2026.

Share buyback

The £20m 2025 share buyback programme was

completed in December 2025. A new share buyback

programme of £10m has been announced today and

will commence in due course.

Mark George

Chief Financial Officer

10.9p

Full year dividend

£20m

Share buyback completed

Capital allocation

framework

Strong balance sheet

Operate with net cash at all times

Cash of at least £50m at year end

RCF provides additional liquidity

Investing in the business

Capex of 2-3% of sales

Refits, new stores and tech

Target blended ROIC >15%

Ordinary dividend

Target dividend cover of 1.5x – 2.5x

in normal trading

Return of surplus cash

Excess cash will be returned to

shareholders

1 Excludes £3.5m of accrued capex spend.

2 Before stamp duty and commission.

3 Before stamp duty and commission and after SAYE cash receipts.

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Financial review continued

Responsible business

As Chair of the Responsible Business Committee,

Iam pleased to introduce the Responsible Business

section of this Annual Report and Accounts.

In 2025 the business continued to focus on

strategically important sustainability topics as part

ofdelivering its Responsible Business Strategy.

Prioritising the wellbeing and inclusion of all

colleagues is fundamental to the success of the

business and enables it to deliver a positive societal

impact. Our CEO, David Wood, won the ‘Most

Inclusive Group CEO in Retail’ award at the Retail

Industry Awards, recognising how the leadership

champions this important topic.

The business continues to make good progress

with inclusion and diversity. I am pleased with

the progress this year in improving ethnicity

representation across the colleague population to

reflect the communities the business serves (refer to

pages 34-35). While the business narrowly missed

the gender colleague target, significant progress

has been made with the introduction of additional

interventions designed to drive increased gender

balance across the business in the future (refer to

pages 34-35).

The business has also continued to mature its

approach to managing its climate change risks

and impacts, which is reflected in the Science

Based Targets initiative’s (SBTi) approval of our

updated near term SBTs (refer to pages 40-41)

and an improved CDP (previously known as

Carbon Disclosure Project) Climate Change

rating, which is now A- (refer to page 29).

The business remains dedicated to delivering its

Responsible Business Strategy targets on important

sustainability topics, including climate change

and inclusion and diversity. Colleague gender and

ethnic diversity targets have continued to be linked

to the executive annual bonus scheme, and the

decarbonisation roadmap is linked to the LTIPs for

2024, 2025 and 2026 (refer to pages 108-109).

The Board and I remain committed to balancing

positive commercial performance with ensuring

the business addresses its key social and

environmental impacts, as we continue to face

challenges that lie ahead for the business.

Sonita Alleyne

Chair of the Responsible Business Committee

16 March 2026

Prioritising the wellbeing

andinclusion of all colleagues

is fundamental to the success

of the business and enables

itto deliver a positive

societalimpact.

Sonita Alleyne, Chair of the

Responsible Business Committee

Introduction

to Responsible

Business

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Our approach to

responsible business

Our Responsible Business Strategy, Built to Last, directly supports

our corporate purpose to help the nation feel house proud.

Throughout 2025, we have continued to engage

with key stakeholder groups, including our

colleagues, customers and investors, to ensure

that we maintain our focus on the topics that are

of most importance to them. Relevant insight from

our customer research is discussed on page 44,

and a summary of our colleague engagement is

provided on page 33. Key themes arising from

conversations with investors continue to focus on

our climate change targets and our performance

in ESG ratings. In our Section 172 statement, we

formally recognise the environment and community

as a key stakeholder of the business (see page 86).

As a large business and prominent brand in the

UK, we recognise the important role that we hold

in building a sustainable society. We map how

our strategy aligns to the UN’s 2030 Sustainable

Development Goals (SDGs). The targets in our

Responsible Business Strategy directly contribute

to the delivery of targets that sit within 7 of the

17 SDGs (see summary table on page 31).

Governance

We have a Board-level Responsible Business

Committee which regularly reports to the Board

on progress and matters arising. The Responsible

Business Committee report is set out on

pages 100-101 and the Committee’s Terms of

Reference is available on our corporate website.

Our Executive Board receives regular updates from

the Head of Sustainability and Environment on

progress with delivering the Responsible Business

Strategy across the business. Performance is

monitored quarterly against defined ESG measures

and targets, with remedial actions taken where

required. A Responsible Business Working Group

brings together leaders in the business to work

collaboratively to monitor the delivery of the strategy.

Further information on these governance

arrangements in the context of climate-related risks

and opportunities is set out in our Climate-related

Financial Disclosures (TCFD report) on pages 51-61.

Disclosures

We recognise that disclosing our performance

is an essential part of building trust with our

stakeholders by demonstrating how we are

performing in the delivery of our Responsible

Business Strategy. We participate in many

external ESG benchmarks and indices, and

our latest ESG ratings are listed alongside.

We have continued to disclose against the

Sustainability Accounting Standards Board (SASB)

standard for our sector – Multiline and Speciality

Retailers & Distributors. This can be found on

our website at: www.wickesplc.co.uk/company/

responsible-business/policies-and-reporting.

By delivering our Built to Last strategy, we

are building a business we are proud of:

– by creating a business where all our colleagues

have the freedom to be their authentic selves and

are empowered to support their customers and

communities;

– by supporting the fight against climate change and

taking action to protect the natural environment;

and

– by helping our customers to save energy and

reduce the carbon footprint of their homes.

Understanding what’s important

When we developed our Built to Last Strategy

in 2021, we engaged with our key stakeholders

to inform our understanding and assessment

of our most material sustainability topics. We

address our priority topics through three core

pillars: People, Environment and Homes. These

are underpinned by ESG areas that are critical to

operating a responsible business – we collectively

refer to these as our Fundamentals. We manage

and measure our performance across these

critical topics: safety and wellbeing, ethical

business conduct, and responsible sourcing.

ESG ratings

CDP

Climate change 2025

submission: We achieved

the leadership rating A-.

Forests 2025 submission:

We maintained an

awareness rating of C.

FTSE4Good

We were first listed in the

FTSE4Good Index in 2024.

In July 2025 we achieved

a score of 4.2 out of 5.

ISS

In our latest ESG Corporate

Rating the Group

achieved a rating of C+

(30 September 2025).

The rating is supported by

our ‘Prime’ status, which is

given to companies that are

perceived to be sustainability

leaders in their industry.

MSCI

In 2025, the Group received

a rating of AAA in the MSCI

ESG Ratings assessment.

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Responsible business continued

Our Built to

Last Strategy

We believe we have an

important role to play in

society, from the products we

sell, to the stores we run and

the infrastructure we use to

serve our customers.

Responsible business continued

Underpinned by our

Fundamentals

Safety and wellbeing

Our safety culture is centred around

commitment and care and we

make it our priority to ensure that

everyone who works and shops with

us goes home safe and well every

single day.

Ethical business conduct

We are committed to conducting

our operations honestly, responsibly

and with integrity.

Responsible sourcing

From the materials used to make

our products, to how they are

manufactured and transported,

everything we do is built on a

responsible supply chain.

People

Creating a business where all our colleagues

have the freedom to be their authentic

selves and are empowered to support

their communities and customers.

Inclusion and diversity

Learning and development

Communities

Environment

Supporting the fight against climate

change and taking action to protect

the natural environment.

Carbon

Waste

Nature

Homes

Helping our customers save

energy and reduce the carbon

footprint of their homes.

Products

Services

Installations

Read more on pages 46-50

Read more on pages 32-39 Read more on pages 40-43 Read more on pages 44-45

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Built to Last strategy progress update

Pillar Focus area Our targets Progress in 2025 Further information

Alignment with UN Sustainable

Development Goals (SDGs) and Targets

People

Inclusion and

diversity

Gender: 39.10% female representation across Wickes

by end of 2025

38.89% of our colleagues disclosed as female

at end of 2025

1,2,3

See page 34

SDG 10 Reduced Inequalities

– Target 10.2

Ethnicity: 13.9% Underrepresented Ethnic Minorities

(UEM) across Wickes by end of 2025

15.05% of our colleagues disclosed as UEM

at end of 2025

1,2,3

See page 34 SDG 10 Reduced Inequalities

– Target 10.2

Charity and

community

Over two years, fundraise £2 million for The Brain Tumour

Charity (April 2023-April 2025)

£2 million target met for The Brain Tumour Charity.

(£417,200 fundraised and £26,600 donated in 2025)

See page 37

SDG 3 Good Health and Wellbeing

– Target 3.4

Over two years, fundraise £2 million for CALM,

the suicide prevention charity (May 2025-April 2027)

£908,687 fundraised for CALM in first eight months

of the partnership

See page 37

SDG 3 Good Health and Wellbeing

– Target 3.4

Support 2,250 projects across our local communities

in 2025 through the Wickes Community Programme

2,511 projects supported across our local

communities

See page 38

SDG 9 Industry, Innovation and

Infrastructure – Target 9.1

Environment

Carbon By 2030, reduce absolute Scope 1 and 2 GHG (market-

based) emissions by 42% compared to 2021

61.0% reduction in Scope 1 and 2 GHG market-

based emissions in 2025 compared with 2021

See page 42 SDG 7 Affordable and Clean Energy

– Target 7.3

By 2027, 77.5% of suppliers (by purchased goods and

services emissions) to have SBTs

46 suppliers, responsible for 54% of our 2025 Scope

3 category 1 GHG emissions, have set SBTs

See page 42 SDG 7 Affordable and Clean Energy

– Target 7.3

By 2030, reduce absolute Scope 3 GHG emissions

from the use of sold products by 42% compared to

2021

26.7% reduction in GHG emissions from the use of

sold products in 2025 compared with 2021

See page 42 SDG 12 Responsible Consumption

and Production – Target 12.2

Waste Make it easier for customers to recycle own brand

packaging (rated as hard-to-recycle by the Extended

Producer Responsibility scheme)

Continued to collaborate with industry partners to

make it easier to recycle the packaging used in own

brand paint, grow media, sealants and adhesives

See page 43

SDG 12 Responsible Consumption

and Production – Target 12.5

Homes

Products Develop methodology for calculating ‘avoided emissions’

and measure baseline for home energy solutions

Methodology developed and avoided emissions

baseline established for solar panels sold and

installed, a key part of our home energy solutions

customer proposition

See page 45

SDG 13 Climate Action – Target 13.1

Fundamentals

Safety Our aim is: Everyone home safe and well, every

single day

8% decrease in total colleague injuries

(with 772 in

2025 compared to 842 in 2024) and 5% increase in

total customer accidents

(with 363 in 2025 compared

to 346 in 2024)

See page 47

SDG 8 Decent Work and Economic

Growth – Target 8.8

1 Data as of 31 December 2025.

2 Data represents performance of Wickes Building Supplies Ltd.

3 Methodology can be found on our website www.wickesplc.co.uk/responsible-business/policies-and-reporting

Data subject to Independent Limited Assurance by DNV Business Assurance Services

UK Ltd (DNV). DNV’s Limited Assurance Statement is available on our website

www.wickesplc.co.uk/company/responsible-business/policies-and-reporting.

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Responsible business continued

Our Winning

Values

Our colleagues

Our approach

Our commitment to embedding our Employee

Value Proposition (EVP) continued throughout

2025, shaping the entire colleague journey and key

colleague touchpoints. This EVP, which we call our

Colleague Promise, encapsulates the Company’s

culture through three core pillars: Freedom to be,

Big on what matters, and Empowering you.

Our values – which we refer to as our Winning

Values – are strongly embedded in our culture.

These act as guiding principles for all ourcolleagues:

Winning We relentlessly pursue our targets, celebrate

and share successes, support all colleagues and

embrace challenges positively.

Can do spirit We say ‘yes’ to challenges, go the extra

mile for customers and take initiative.

Being at your best We approach every day with fresh

enthusiasm, lead by example and learn every day.

Humility We acknowledge we don’t have all the

answers and are honest and accountable.

Authentic We embrace our true selves, respect

our colleagues and have courage to face tough

conversations.

Building on our core values, we continued to roll out a

specific set of leadership behaviours across Wickes

during 2025. This framework is designed to underpin

future selection, development and performance

management for colleagues in leadership roles.

Our recruitment strategy continued to mature,

to respond to challenges which are common

to the UK retail sector. We are working hard on

externalising our Colleague Promise to reach

our target audiences and continue to increase

representation in our application pipelines

and improve our candidate experience.

Workforce composition

The Group employed 7,453 people at the end of 2025,

compared with 7,382 at the end of 2024. On average

in 2025, 92% of our colleagues worked in our stores

or our Distribution Centre, and 40% of our workforce

worked part-time.

In 2025, we opened five new Wickes stores (Leeds

Moor Allerton, Bury St Edmunds, Dunfermline,

Southport and Northampton Riverside) – four of

which were former Homebase locations. Through the

implementation of our property strategy, we closed

three locations in 2025 (two Kitchen and Bathroom

showrooms in Muswell Hill and Southport, and a

dark store in Croydon). When we make the difficult

decision to close a location, we take all reasonable

steps to support our colleagues who are affected in

securing alternative employment with Wickes.

0.6% of our colleagues work for our subsidiary Gas

Fast Ltd, trading as Wickes Solar. In 2025, we have

continued to transition the business into the Group.

Where we are reporting ESG data we have explained

if this includes activity from Wickes Solar.

People

Our objective

We are building a business we

are proud of, where all our

colleagues have the freedom to

be their authentic selves and are

empowered to support their

communities and customers.

Key focus areas

Inclusion and diversity

Learning and development

Communities

Our targets

– A gender-balanced team across all roles and

functions at Wickes, and a business that

reflects the communities we serve through

ethnic diversity and leadership ethnicity

balance.

– Improve the quality of apprenticeships

provided to hit 60.5% achievement rate and

61.9% retention rate.

– Raise £2 million for our charity partner over

each two-year partnership.

– Wickes Community Programme to support

2,250 projects across our local communities

in 2025.

Responsible business continued

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Colleague voice

At Wickes, we remain committed to fostering

transparent communication with our colleagues.

We use a variety of formal and informal methods

to ensure regular, open and robust two-way

dialogue. Our independent Non-executive Director,

Sonita Alleyne, takes the lead on ensuring

colleague views are heard by the Board and taken

into consideration in their decision making.

We’ve continued our main listening channels in 2025:

– Colleague Engagement Survey Completed

twice a year, this survey seeks both quantitative

and qualitative feedback from colleagues on a

range of subjects and assesses overall colleague

engagement.

– Colleague Voice Held twice a year, we invite a

variety of colleagues to meet with independent

Non-executive Director Sonita Alleyne, where they

discuss various topics.

– ‘Hangout With The Exec’ Quarterly virtual sessions

give retail, distribution and office based managers

the opportunity to ask executive management

questions and provide feedback.

– Inclusion and Diversity Surveys Ad hoc surveys

gathering insights focused on I&D.

Primary strengths identified by our colleagues

were I&D and our positive workplace environment.

However, the annual engagement surveys

highlighted the need for more meaningful work,

a greater sense of accomplishment, and an uplift

in the quality of peer relationships as areas for

improvement. Following the survey, the Responsible

Business Committee reviewed these results

alongside actions planned to address matters raised.

Every department in the business has a specific

action plan to respond to the findings and improve

our colleagues’ experience and engagement.

Our whistleblowing service is also a vital channel

for colleagues to raise any issues freely and frankly

without fear of recrimination – refer to the Ethical

business conduct section on page 48 to find out

more about our approach to whistleblowing.

Colleague engagement

Colleague engagement showed a small

improvement in 2025 compared to the previous

year, achieving an aggregated score of 7.8/10

across two Company-wide surveys. We are

pleased with this result which aligns with the

benchmark

for the consumer retail industry. Our

colleagues demonstrated a strong commitment

to sharing their feedback and ideas, with 92%

of our colleagues participating in at least one

survey during the reporting period, and providing

just over 60,000 comments collectively.

We continued to see an improvement in our

voluntary colleague turnover rate (21.0% in 2025,

compared to 22.6% in 2024). In our store colleague

population it was 23.5% (2024: 24.2%), which is

better than the benchmark

for the UK retail industry,

demonstrating the continued improvements

in our colleague engagement and culture.

Colleague engagement score (aggregated) Colleague participation (aggregated)

Voluntary turnover rate for all colleagues

(12 months rolling)

Voluntary turnover rate for in-store colleagues

(12 months rolling)

2025

2024

7.8

7.7

2025

2024

92%

2025

2024

21.0%

22.6%

2025

2024

23.5%

24.2%

Culture metrics

Our colleagues demonstrated

a strong commitment to

sharing their feedback and

ideas, with 92% participating in

at least one survey and

providing just over 60,000

comments collectively.

1 Benchmark provided within the Peakon engagement platform

2 HR Benchmark Q3 2025, British Retail Consortium

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Responsible business continued

2025

2024

28.6%

71.4%

2025

2024

36.7%

34.4%

63.3%

65.6%

2025

2024

14.3%

85.7%

2025

2024

14.7%

12.5%

2025 = 4.6%2024 = 4.2%

80.7%

83.3%

2025

2024

22.2%

77.8%

2025

2024

15.0%

13.3%

11.8%

18.4%

73.2%

68.3%

2025

2024

33.3%

66.7%

2025

2024

38.9%

39.0%

61.1%

61.0%

Gender balance

Female representation across the full colleague

population

was included as a metric within the 2025

executive remuneration annual bonus scheme. We

saw a slight drop in the percentage of women across

the Company, with 38.89% female representation

compared to 38.95% in 2024, narrowly missing

our annual target of 39.10%. This was due to more

women choosing to leave the business in 2025,

compared to those joining.

We have undertaken detailed analysis to understand

the gender balance at different levels and teams

across the organisation, and trends in movers and

leavers. This has helped us to focus on interventions

that can support our female colleagues across the

colleague journey. For example, we have introduced

gender-balanced shortlists for certain vacancies

in the organisation. We have also piloted inclusive

leadership training to support our leaders to

champion diversity in their decision making.

Following our entry into the FTSE 250, we made our

first submission to the FTSE Women Leaders Review,

and have also published details of the number of

women on the Executive Board and the direct reports

to the Executive Board in the table on the right.

Ethnic diversity

The percentage of colleagues from Underrepresented

Ethnic Minorities (UEM) across the full colleague

population

was included as a metric within the 2025

executive remuneration annual bonus scheme. In

2025, we increased the proportion of UEM colleagues

from 13.29% to 15.05%, and exceeded our target of

13.90%. We continued analysing our store colleague

populations and how they reflect the local census

data to inform our approach.

Inclusion

and diversity

We’re building a space where everyone has the

freedom to be themselves. Equity, diversity and

inclusion (EDI) remains a strategic priority for the

business ensuring that we reflect the communities

we serve.

Our overall approach is set out in our Inclusion and

Diversity Policy which is available on our website

www.wickesplc.co.uk. Our Inclusion and Diversity

(I&D) strategy focuses on our three key missions:

– A gender-balanced team across all roles and

functions at Wickes.

– A business that reflects the communities we serve

through ethnic diversity and leadership ethnicity

balance.

– A colleague life cycle experience that drives equity

and equality.

The Responsible Business Committee oversees

the development of the strategy and progress

against targets on behalf of the Board. Our Chief

People Officer is the Executive sponsor for EDI, and

provides regular updates to the Executive Board on

progress against the strategy and targets. Each of

the colleague-led networks is also sponsored by a

member of the Executive team, demonstrating the

priority given to this topic.

Male Female

White Ethnic minority

Unknown

1 All colleagues employed by subsidiary Wickes Building Supplies Ltd which represents 99.4% of the Group’s colleagues.

2 The data for this disclosure is a percentage of the total headcount of Wickes Building Supplies Ltd (7,414) measured on

31 December 2025.

3 Methodology is available on our website www.wickesplc.co.uk/responsible-business/policies-and-reporting

4 Wickes senior manager definition: D2 Director level, D1 Senior leadership roles and M3 Senior management including technical

and Head of Department roles.

5 All ethnic groups except White British and White ethnic minorities.

6 Leadership gender data reported to the FTSE Women Leaders Review as at 31 October 2025: 33.3% female Executive Board members;

47.7% female direct reports to the Executive Board.

7 Leadership ethnicity data reported to the Parker Review as at 31 December 2025: 12% of senior management team (defined as the

Executive Board and direct reports to the Executive Board) identify as minority ethnic.

Colleague diversity metrics

Senior managers

4,6

Executive BoardBoard

Gender

2,3

Executive BoardBoard

Ethnicity

2,3

Senior managers

4,7

All other colleagues

Responsible business continued

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Case study:

Welcoming retail colleagues

into Wickes

2025 has continued to be a challenging time

for the retail sector across the UK. In 2025, we

welcomed 54 colleagues who had previously

worked with home improvement retailer

Homebase that went into administration at the

end of 2024.

To support these colleagues as they joined the

Wickes business we:

– allocated a dedicated store manager to

support them through the transition;

– provided one week of additional paid leave

following the closure of their store;

– organised a team building day to introduce

them to business leaders and our Wickes

culture; and

– provided a bespoke training programme

leading up to store launch, including a

‘store takeover day’ where the team had the

opportunity to run an entire store for the day

and test their new skills.

Our Raising Awareness and Action on Culture and

Ethnicity network organised active bystander training

for all leaders in the business, and an e-learning

module on the same topic was launched for all

colleagues.

We made our first submission to the Parker Review

upon our entry into the FTSE 250, including setting

a target for the representation of ethnic minorities

in senior management roles, to be achieved by

December 2027.

Flexible working

We have continued to review our flexible working

arrangements and now offer these opportunities to

all operational and non-operational areas, recognising

that working flexibly is important and different for

everyone. In our recent colleague engagement

survey, we asked our colleagues if they had enough

freedom to decide how to do their work and the

response was 8.0/10.

Family-friendly policies

Our suite of family-friendly policies cover maternity,

paternity, neonatal, adoption, and shared parental

leave. An internal review of our family-friendly policies

found that four out of five offered above the statutory

requirement in regards to pay. Furthermore, where

no statutory pay requirement is in place (e.g. for IVF

treatment) we offer colleagues who have over 52

weeks service additional paid time off.

Colleagues who return from maternity leave and

paternity leave also receive an additional five days

holiday per year for two years regardless of service

in a bid to support colleagues during those formative

years of a child’s life.

Driving equity and equality

We continue to champion all diversity across the

business and our six colleague networks supported

initiatives to champion the diversity of our colleagues.

Presenter Robert Rinder hosted a stimulating

conversation where our networks shared differing

perspectives and experiences on I&D, bringing the

sometimes polarised views to the forefront.

Our Ability colleague network has led our involvement

in the government-led Disability Confident scheme,

and we are pleased to have achieved Level 2 –

Disability Confident Employer in early 2025. We are

working towards achieving the Level 3.

In 2025, our CEO, David Wood, won the ‘Most

Inclusive Group CEO in Retail’ award at the Retail

Industry Awards, and Wickes won ‘Business of the

Year’ at the Metro Pride Awards.

Reward

Guided by our colleague reward principles, we

continued to enhance our reward offering during

2025. Details of our wider reward offering and

level of uptake, including salary increases, Save As

You Earn schemes and pension benefits available

to colleagues are set out in the Remuneration

Committee report on page 110.

All our colleagues are guaranteed a minimum of 16

hours per week (unless a different arrangement has

been requested by the colleague), and we do not use

zero-hours contracts. We pay the National Minimum

Wage as a minimum, and basic pay within stores is

supplemented by Gainshare, our store profit share

scheme, which helps to incentivise and reward team

success, alongside helping to keep our costs flexible.

Fair pay remains at the core of our reward offering,

and we recently reported our median gender and

ethnicity pay gaps for the 12 months to April 2025 of

3.2% (2024: -0.8%) and 0.7% (2024: 0.9%) respectively.

The increase in our gender median pay gap was

mainly as a result of an operational decision to

remove the Kitchen and Bathroom Advisor role from

our stores, as this role was predominantly undertaken

by female colleagues. The full report is available on

our website www.wickesplc.co.uk.

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Responsible business continued

Learning and

development

Our learning and development strategy aims to

empower all of our colleagues to find the right

support to build their skills and capabilities. As a

retailer, we offer an ideal opportunity to support

people from any background to develop the skills

needed to gain employment and thrive within our

business and beyond.

In 2025, we launched a new online learning portal

available to all colleagues, providing them with

access to personal development and management

skills training, including content provided by learning

and development provider, Mindtools.

We also continued to provide our leadership

development programmes for colleagues who aspire

to become a future leader of the business. In 2025,

70 colleagues completed one of our instructor-led

leadership programmes, with 20 participating in our

Future Store Leadership Programme.

Kitchen and Bathroom Installations

Apprenticeships

Our Kitchen and Bathroom Installation

Apprenticeships Programme, launched in 2019, plays

a vital role in developing skilled tradespeople who go

on to become independent kitchen and bathroom

installers. During apprenticeship programmes,

which typically last for 18 months, our apprentices

work alongside a Wickes Approved Installer to install

kitchens or bathrooms in our customers’ homes,

which is complemented with training sessions from

our dedicated training provider and key product

suppliers.

In 2025, 116 people were actively engaged in either

a Kitchen or Bathroom Installation Apprenticeship.

Within the year, 33 graduated from the programme

with a Level 2 qualification.

Retail, distribution and office-based

apprenticeships

We also offer apprenticeship opportunities to

colleagues working for the Group. In 2025, 158

colleagues were engaged on apprenticeships

spanning Levels 3 through to 7, directly relevant

to their roles within the business. Within the year,

66 colleagues completed their apprenticeship,

supporting their professional growth and increasing

the overall skills and knowledge within the Group.

Wickes Apprenticeship Levy Share Scheme

In 2025, the business partnered with the Co-op Levy

Share to repurpose our unspent apprenticeship

levy by funding other organisations to provide

apprenticeships. Through this scheme, in 2025

we gifted £394,619 to support small businesses

(including nurseries, carpenters, and care providers)

to help people gain essential skills and professional

qualifications through apprenticeship programmes.

Work-readiness skills

Working with local schools and colleges, we offer

young people a vital first step into the world of work,

helping them build confidence and gain hands-on

experience in a professional environment. We also

support people who are looking to get back into work

after a career break or a period of unemployment.

In 2025, 64 people aged 16-40 completed work

experience placements in Wickes (2024: 28).

The cohort completing these placements were more

gender and ethnically balanced than our overall

workforce (42% female, and 37.5% UEM).

In partnership with The Inspirational Learning

Group, we delivered the Wickes Wellbeing Space

Challenge specifically for Year 10 students (14-15 year

olds). This programme is designed to raise career

aspirations and challenge misconceptions about the

retail sector. Students were tasked with redesigning

an unused school space into a wellbeing hub using

Wickes products. In 2025, over 4,000 students from

27 secondary schools participated in the challenge.

The winning school, Chesham Grammar School in

Buckinghamshire, received a product donation of

£2,000 from the Wickes Community Programme to

bring their idea to life.

Case study:

Data Protection Apprenticeship

Growing up, I never found a love for

traditional learning.

That changed when I came across data

protection whilst working in airport security.

Inthe early days of my career, I looked at senior

professionals and their qualifications with

genuine awe, wondering if I could ever reach

thatlevel.

I have now realised that ambition, a milestone

that would have been out of reach without the

support of Wickes. Through their apprenticeship

programme, I have become a qualified

specialist after completing my Data Protection

and Information Governance Practitioner

Apprenticeship, achieving Distinction.

I’ve also earned a professional certification

with the International Association of Privacy

Professionals. I am proof that when a business

invests in its people, the passion to excel follows.

Jodie, Privacy Analyst

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Charity and

community

Our local communities

At Wickes, we’re committed to making a positive

impact on the communities where our colleagues

and customers live and work. Our Community

and Charity Policy is available on our website

www.wickesplc.co.uk. An overview of our Wickes

Community Programme, a dedicated product

donation fund, can be found on pages 38-39.

Charitable giving

In 2025, we completed our two-year corporate

partnership with The Brain Tumour Charity, raising

a total of £2 million (from April 2023 to April 2025).

£417,200.82 of this was raised in 2025, supported

by a direct donation of £26,599.94 from the Wickes

Group. We were delighted that the partnership

received recognition in the 2025 Third Sector

Business Charity Awards, winning the award for

‘Best Short Term Partnership’.

In May 2025, we launched a new two-year

partnership with Campaign Against Living Miserably

(CALM), the suicide prevention charity. The objectives

of the partnership are to fundraise £2 million for

CALM over two years, to help raise awareness of the

charity’s objectives with our customers and suppliers,

and support our colleagues to support the wellbeing

of those close to them.

In the first eight months of the partnership, we

have fundraised £908,687 for CALM. Thanks to

the incredible support from our customers, our

store colleagues raised just over £494,000 for

CALM through four dedicated ‘50p ask’ weeks.

Our fundraising is further supported by our strong

supplier relationships, who also donated £288,045

through their continued support of our supplier

engagement events, including our annual charity

dinner. Colleagues at all levels have also embraced

our new charity partnership by undertaking

fundraising events, either as a team or individually.

Looking forward

We want all of our colleagues

and customers to be their

authentic selves when visiting

a Wickes store and to be able

to make a difference to their

communities.

In 2026 we plan to

Inclusion and diversity

– Continue to mature our I&D strategy and

review how we can formalise our role through

supporting social mobility and neurodiversity.

Learning and development

– Evolve our learning and development

programme to adapt to our changing

colleague profile and respond to external

government policy.

Communities

– Review our approach to social value ensuring

it has a strong business case and measurable

positive outcomes.

– Continue to fundraise for our existing charity

partner CALM, the suicide prevention charity.

Case study:

Delivering impact through our partnership with CALM

Our partnership with CALM is centred on

providing £2 million of unrestricted funding. This

approach allows CALM the flexibility to direct

our support where it’s needed most, ensuring the

charity can continue its vital, life-saving work.

We are pleased that, in the first eight months, our

funding has already been able to support provision

of essential services, such as the CALM helpline.

The helpline is available every day of the year from

5pm to midnight. It offers support through a phone

line, live chat and a WhatsApp service. This critical

resource is staffed by paid and expertly trained

CALM employees for people who are facing a

suicidal crisis or simply need a listening ear.

In 2025 they responded to thousands of calls

from people across the UK. It costs CALM £12.20

to hold a call and 52 pence to fund a potentially

life-saving WhatsApp message. Thanks to our

fundraising in 2025, we have potentially supported

over 74,000 life-saving phone calls provided

by CALM.

Additionally, CALM has delivered talks and

webinars for our colleagues about suicide, to

ensure that our colleagues feel supported through

our charity partnership.

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Responsible business continued

Helping to build our local

communities

Launched in 2022, our Wickes Community

Programme has continued to support people

across the UK to improve their local

community spaces.

Through our Wickes Community Programme,

we empower our colleagues to give back by

donating Wickes products to good causes across

the UK, including registered charities, schools

and community groups. Local communities

can apply for essential Wickes products to help

their maintenance, renovation and improvement

projects.

In 2025, we launched a new online process to

improve how we manage applications and measure

our impact. Community groups accessing our

Community Programme can give feedback via

Trustpilot and we are pleased that in 2025 all 215

reviews received the highest 5-star rating.

We supported 2,511 projects in 2025, with all of

our stores engaged in the programme, beating

our 2025 target of supporting 2,250 projects.

Over 50% of the good causes we supported were

schools, and just over a quarter were community

interest groups such as food banks. We are working

to better understand the positive impact of the

community programme on driving social value.

We were also delighted to have received recognition

for the good work of the Wickes Community

Programme by winning ‘Best Community

Engagement Programme’ at the 2025 CSR Awards.

In 2025, we have expanded our community

focus with the launch of the Home Improvers’

Community. This is helping us to deliver our

mission to ‘Unite the Doers’. The introduction of this

new customer-focused initiative works in tandem

with the Wickes Community Programme. While the

Community Programme continues its important

work supporting local good causes with product

donations, the new Home Improvers’ Community

creates an opportunity for us to engage and inspire

the individuals – the ‘doers’ who are at the heart of

improving their homes and local spaces.

In 2025:

2,511

local community

projects supported

27,291

products donated

£350,103

retail value invested in our

local communities

Responsible business continued

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Wickes Community Programme in practice

This year we supported two major DIY SOS projects

by donating products and colleague volunteering.

Colleagues from some of our north-eastern stores

volunteered their time for a DIY SOS project at the

Beverley Cherry Tree Community Centre. Along

with donating timber and DIY materials, we were

delighted to support the inspiring transformation to

the charity’s brand-new youth club.

In addition, colleagues from our Winsford store

volunteered at The Joshua Tree centre in Cheshire,

alongside the DIY SOS team, tradespeople and

local helpers, with Wickes also donating timber,

sheds and other essential DIY materials to help

complete the build. The Joshua Tree supports

families in the north-west affected by childhood

cancer. The DIY SOS project built a brand-new, two-

storey building for the centre and the project was

showcased in the BBC’s Children in Need episode.

Enabling our colleagues to

support their local communities

Building our brand value

through media awareness

Leveraging our network

to create greater impact

The Point in Eastleigh is a hub for local performing

arts groups, which needed a refresh to help create

a warmer environment for everyone who uses it.

Products donated – including Wickes paint by

Kimberley Walsh, paintbrushes and dust sheets

with a retail value of just under £800 – helped to

improve heavily used areas which had become tired

and outdated over the years.

Securing media coverage and leveraging social

media and other channels is a key objective of the

Community Programme, and this project serves

as a strong example of that in action.

Through the Wickes Community Programme, my school has

received donations that will enhance our playground provision.

Thank you very much!

Review on Trustpilot from a recipient of a donation from the Wickes Community Programme

Crown Paints:

In 2025, we continued working with Crown Paints,

one of our strategic supply chain partners, helping

it to amplify its reach to local communities. Over

450 donations of its unsellable paint was donated

through the Wickes Community Programme,

enabling Crown Paints to repurpose waste stock

and reduce its environmental impact.

Pick 'n' Wickes with Library of Things:

In 2025, we launched a trial with Letchworth Garden

Shed, a library of things initiative. We donated DIY

products like screws, nails and safety equipment,

helping its members to cut their project costs, and

enabling us to reduce the amount of end-of-range

stock becoming waste.

Men’s Sheds:

We have partnered with the UK Men’s Sheds

Association by providing local groups access to

surplus stock via its local store. The partnership is

already making a difference at the Herne Bay Men’s

Shed, which has benefited from product donations

including timber, roofing felt, wood treatment,

adhesives and various tools and fixings.

Building Heroes partnership:

In 2025, we partnered with Building Heroes to

help equip four of its construction skills and

training centres by donating products, including

over 40 internal doors, wallpaper, door handles

and dowelling. The charity works with Service

leavers and the wider Armed Forces community

to develop trade skills that support progression

into employment or self-employment.

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Responsible business continued

Our approach

Our commitment and ambition to addressing

our environmental impacts are set out in

our Environment Policy, which is available

on our website www.wickesplc.co.uk.

The Company’s environmental management

controls are designed to align with the international

environmental management system (EMS)

standard ISO 14001. In 2025 we continued to

develop our EMS, further integrating robust

environmental controls into key business areas.

Carbon

Deepening our understanding

The Company remains committed to understanding

and mitigating the risk that climate change poses

to our shared environment. With that in mind,

in 2025 we focused on increasing our ability

to understand the impacts of our operations

and those of our suppliers, in order to refine

our future strategy to tackle climate change.

As is common in the retail sector, over 99% of our

emissions come from our Scope 3 value chain.

Furthermore, 97% of our footprint was directly

attributed to the manufacturing, transport, use

and disposal of the products we sell. Further

breakdown of our GHG footprint can be found in our

climate-related financial disclosures on page 61.

SBTi revalidation

We originally set our near term SBTs in 2022,

covering our Scope 1 and 2 emissions as well

as our most material Scope 3 emissions. The

approval from the Science-Based Targets initiative

(SBTi) confirmed that our near term targets were

consistent with a 1.5°C decarbonisation pathway.

Following the outsourcing of some of our

logistics activities and methodological

improvements, we rebaselined our 2021 GHG

inventory in 2024. This found we had exceeded

the 5% threshold for resubmission stated in

our Emissions Recalculation Policy (available

on our website www.wickesplc.co.uk).

Environment

Our objective

We are building a business

weare proud of, by supporting

the fight against climate change

and taking action to protect

thenatural environment.

Key focus areas

Carbon

Waste

Nature

Our targets

Carbon

– Reduce absolute Scope 1 and 2 GHG

emissions by 42% by 2030 from a 2021

base year.

– Reduce absolute Scope 3 GHG emissions

from the use of sold products by 42% by

2030 from a 2021 base year.

– 77.5% of our suppliers by emissions from

our purchased goods and services will have

science-based targets (SBTs) by 2027.

The target boundary includes land-related

emissions and removals from bioenergy

feedstocks.

Waste

– Make it easier for customers to recycle own-

brand packaging (rated as hard-to-recycle

by the Extended Producer Responsibility

scheme).

Responsible business continued

We received approval from the SBTi in 2025 for our

updated targets. Our existing absolute reduction

targets remained valid, and our supplier engagement

target required updating. With refreshed clarity on

the scope of the target, we were able to confirm

that the target encompasses only emissions

from our purchased goods and services (known

as category 1), as opposed to our full Scope 3

footprint. This means that our target has moved

from 55% of our entire Scope 3 footprint to 77.5%

of our Scope 3, category 1 footprint, covering

the emissions from the manufacturing of the

products we use and sell across our business.

While we have undertaken work that has moved

us closer to achieving our SBTs, we know that,

due to the nature of our business and our large

supplier base, this engagement target will be

challenging to meet. Nevertheless, we remain

committed to collaborating with our suppliers,

tosupport their journey towards decarbonisation.

In 2025, we also took this opportunity to seek

assurance of our 2021 rebaselined figures.

The results of this assurance exercise are

included in our GHG reporting on page 61.

Net zero transition plan

Following the work undertaken to rebaseline

and recalculate our GHG footprint we

used the results to forecast a glidepath to

meeting our near term SBTs to 2030.

This plan is informed by our five-year plan,

as well as external policy, developments

and improvements such as the planned

decarbonisation of the UK electricity grid.

– Scope 1 and 2 near term targets

We will meet our Scope 1 and 2 emissions reduction

targets mainly by the switching of our electricity

supply to a renewable electricity contract. We

are developing a roadmap that identifies further

opportunities to reduce Scope 1 and 2 emissions

from our gas and diesel consumption, helping us

to work towards the longer term net zero goal. We

are also actively working on rolling out onsite solar

across our estate, via our solar panel installation

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

2021 20262022 20272024 20292023 20282025 2030 2050204520402035

Net zero ambition:

170ktCO

2021 baseline:

1.7MtCO

2027 SBT:

77.5% suppliers with SBTs

Our near term SBTi approved

Science Based Targets (SBTs)

2030 SBTs:

-42% Scope 1, 2 and 3 category 11

Our near term SBTi targets to 2030 Decarbonisation plans 2030-2050

Wickes total CO

emissions

Our journey to net zero

SBTs

approved

SBTs rebaselined

and approved

Ongoing improvements to calculation methodology to align with global standards and frameworks

2023

100%

renewable

electricity

contract

2024

Joined

EDRA/GHIN

Make it Zero

initiative

2025

Sweep

GHG emissions

software

2026

100% electric

forklift truck fleet

2030

No company

cars

2026-2050

Increase use of solar across estate

2030-2050

Electric heating rollout

Electric vehicle fleet and charging infrastructure rollout

Supply chain carbon reductions

2035+

Develop approach to atmospheric carbon removal

business Wickes Solar, to help increase our electrical

capacity and independence from the grid.

– Scope 3 near-term targets

Like many of our peers in the retail industry,

the majority of our emissions come from

our Scope 3 emissions. For us, this is made

up mainly from the manufacturing of the

products we sell, their transportation, their use

and finally their disposal at the end of life.

We know that meeting our revised 2027 supplier

engagement target will be challenging due to

the composition of our supplier base, with over

400 Tier 1 Goods for Resale (GFR) suppliers.

Nevertheless, we are making good progress with

our key strategic suppliers committing to SBTs.

We are also working hand in hand with our suppliers

to identify organisations that offer robust approval of

SBTs that will allow our varied supplier base to take

positive strides in their decarbonisation journeys.

Reducing the emissions from the use of the

products we sell by 2030 will rely on introducing

non-fossil fuel alternatives to our ranges, and

the decarbonisation of the UK electricity grid.

– Net zero ambition

We have continued to work on our net zero transition

plan, which now looks ahead to 2050 as the latest

year in which we aim to be a net zero emissions

business. This reflects our improved understanding

of the transformational change required for

emissions to reduce across our Scope 3 value chain.

The chart on the right shows our indicative plan

to reach net zero. We are focusing on developing

costed plans for meeting net zero for our Scope

1 and 2 emissions, as well as understanding

the respective net zero transition plans for the

different sectors which make up our value chain.

Indicative net zero transition plan

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Responsible business continued

Our progress in 2025

This year we have seen a 16% decrease in our

total GHG emissions compared to our assured,

rebaselined 2021 figures. Our full 2025 GHG

inventory is provided on page 61. Our methodology

statement for calculating our emissions can be

found on our website www.wickesplc.co.uk/

responsible-business/policies-and-reporting.

– Scope 1 and 2 GHG emissions

In 2025, our Scope 1 and 2 market-based GHG

emissions have increased by 5% compared

to 2024 due to increased diesel and gas

consumption from increased business activity.

Overall, we are making positive progress against

our 2030 target to reduce Scope 1 and 2 emissions

by 42% compared to 2021, with a 61.0% reduction

in our market-based GHG emissions in 2025. This

is primarily supported by our 100% renewable

electricity contract that the Group (excluding

Wickes Solar) has had in place since April 2023.

Our Scope 1 and 2 emissions now predominantly

arise from the use of gas to heat our buildings and

diesel to operate our fleet. We have made further

progress with these areas, such as introducing

gas heating controls and moving towards a

fully electric forklift truck fleet in our stores.

We have also carried out a desktop exercise to

understand the feasibility of electrifying our fleet.

A significant part of our plans to decarbonise rely

on increasing our onsite electrical capacity. To

this end, we have an ambition to roll out solar to

as many stores as possible whilst we transition

to net zero. In 2025, we continued our rate of

installing solar on three stores per year. We have

also expanded our understanding of some of the

challenges with retrofitting solar onto the roofs

of our property estate, which requires landlord

consent, as well as ensuring the roofs can take

the additional weight of the solar panels.

– Scope 3 GHG emissions

We have reported a reduction of 9% in our overall

Scope 3 emissions compared with 2024. This

can be mainly attributed to a 15% reduction of

emissions from our purchased goods and services.

We have made good progress against our two

Scope 3 near term SBTs. In 2025, our emissions

from the use of sold products have decreased

by 26.7% compared with the 2021 baseline, but

increased slightly by 1.4% compared to 2024.

By the end of 2025, 46 parent companies of our

suppliers have now set an SBT, all validated by

the SBTi. This represents 54.0% of purchased

goods and services emissions (Scope 3, category

1) compared to our 2027 SBT of 77.5%. When

compared to our total Scope 3 emissions, 36.9%

of the GHG emissions were covered by suppliers

with an SBT (this metric was used in our 2023

executive remuneration LTIP, refer to page 107

for further information on the ESG targets).

Engagement with and support of our suppliers is

at the heart of our strategy and we acknowledge

that SBTi validation is not necessarily right for

everyone. To that end, this year we recognised

the schemes run by Planet Mark and the Carbon

Trust as alternative validation routes for our

suppliers to demonstrate that their SBTs meet

the SBTi Corporate Net-Zero Standard.

Improving our data capability

To achieve our long term Scope 3 carbon reduction

goals we know we need to invest in improving the

data that we use, moving from a broad emissions-

factor-based calculation approach, towards a more

specific carbon life cycle picture. This shift will

enable us to better capture the improvements and

changes being implemented by our suppliers.

Responsible business continued

Case study:

GHG emissions platform

In 2025, we implemented a GHG data

platform as part of our commitment to

continuous improvement. This move will

help us lay the foundations for longer term

emissions reductions and collaboration

with our suppliers.

We chose to work with the GHG data

management platform Sweep, which offers

both GHG calculation capability and supplier

engagement tools. We have focused on

setting up the platform for success and finding

opportunities to automate data sharing to

increase our capacity to understand our

performance. This will enable us to track

performance more frequently and provide

data to support business decisions.

We also spent time designing the supplier

collaboration tool included within Sweep. We

plan to launch this in 2026 and we look forward

to the conversations this will help to unlock.

The platform will allow us to source and use

a wealth of data directly from our suppliers

which will, in turn, improve the accuracy of our

emissions reporting and inform the actions we

can take collectively to reduce emissions across

the industry.

With that in mind in 2025 we engaged Sweep, a

GHG data management platform (see case study

box). We have started to implement the platform

into the business, and we plan to commence

supplier engagement via the platform in 2026,

allowing us to gather a clearer picture of actual

carbon emissions in our supplier base.

Collaboration

In 2025 we continued to engage with the BRC’s

Climate Action Roadmap, which we have

supported since 2021. During this year we have

worked with the BRC and other UK retailers

to develop our understanding of interventions

that will drive our journey to net zero.

We also continued to be active members of Make it

Zero, the global home improvement sector’s Scope

3 reductions initiative. In 2025 we further solidified

our commitment to collaborating with our peers

in the industry when our CEO, David Wood, joined

the Board of EDRA/GHIN (European DIY Retail

Association and Global Home Improvement Network

partnership). Our existing SBTi-approved targets

align directly with Make it Zero’s commitments.

This year we have seen

a 16% decrease in our total

GHG emissions compared

to our assured 2021 baseline.

A proud member of

Collaborating to decarbonise the DIY sector

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Waste

Operational waste

The installation side of our business generates the

vast majority of our waste, roughly 78.7% of our

waste footprint in 2025. This year, however, we

were able to work with our main waste supplier

on an improved methodology which allows

us to more robustly and accurately calculate

the amount of waste from installation projects

in customers’ homes which is segregated for

recycling. This year we are able to report that

82.9% of this waste was sent for recycling.

Through the continued work of our colleagues

we recycled 77% of waste from our stores and

Distribution Centres. This translates to 9,885

tonnes of cardboard, wood, plastic wrap and

plastic banding. In turn, we have also seen

a decrease in the waste we send to landfill,

with a drop to 0.8% from 1.3% in 2024.

Packaging waste

We remain focused on meeting our compliance

obligations while maximising the opportunities

to innovate the packaging materials we use on

our own brand products. Our approach is set

out in our Packaging Materials Policy available

on our website www.wickesplc.co.uk.

Over the last few years, we have focused on moving

to recyclable materials, as well as improving

the accuracy of our packaging data, in order

to reduce our financial exposure ahead of the

introduction of the EPR obligations in 2025.

Specific own brand packaging materials

that require our focus moving forward are

paint containers, growing media bags and

adhesives and sealants packaging. These

remain hard-to-recycle for the wider industry

due to either the mixed packaging materials or

contamination from the products’ residue.

We are committed to working closely with our

suppliers and the wider industry to make it easier

for our customers to recycle these packaging

materials in the medium to long term.

Water

Water use in our business is limited to colleague

catering, cleaning of stores and cleaning of fleet

vehicles. Nevertheless, we continue to seek

opportunities to decrease our water consumption

to ensure that we use only what is needed. In 2025

we consumed a total of 72,871 m

of water, 14%

lower than the previous year (2024: 84,704 m

Looking forward

We will continue to play

our part in the fight

against climate change

and take action to protect

the natural environment.

In 2026 we plan to

Carbon

– Continue to develop and deliver our net zero

transition plan.

– Collaborate with our strategic suppliers and

industry partners to identify key interventions

to reduce Scope 3 GHG emissions.

Waste

– Develop opportunities to test circular

principles ahead of embedding circular

practices into the business.

– Work with industry partners to identify

solutions to improve the recyclability of our

hard to recycle packaging.

Nature

– Work with key suppliers to gain a deeper

understanding of the timber we source.

Nature

As the industry continues to understand the link

between climate change and nature deterioration,

we remain committed to understanding our

direct and indirect impacts in order to develop

our strategy and take action in partnership

with our suppliers and peers. In 2025, we

continued to sell only peat-free compost.

In 2025 we have further deepened our

understanding of our nature-related dependencies,

impacts, risks and opportunities of our sourcing

activities. Following an initial high-level analysis

of our supply chain, we were able to confirm

that our greatest impact on nature comes from

our timber-related products. We are reviewing

the findings of the report to develop prioritised

actions to manage the risks and opportunities.

Timber remains one of the biggest commodities we

rely upon, with an estimated 34% of our total revenue

coming from timber-based products. Our approach

is set out in our Timber Sourcing Policy available

on our website www.wickesplc.co.uk. In 2025 we

continued to prioritise the sourcing of certified

responsible timber with 98.8% of timber-based

products with either FSC or PEFC certification.

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Responsible business continued

Understanding what is important

to our customers

We regularly check in with our key customer

groups to ensure that we understand how

the growing awareness of sustainability

may be influencing buying decisions.

In our 2025 market research, we continued to

explore energy saving as a key motivator for our

customer groups. In the home improvement

retail sector, both DIY and trade customers have

continued to be concerned about affordability

and uncertainty. The interest in energy saving

products remains consistent as saving money on

energy bills remains a key motivator for installing

home energy solutions. Further insights on

the home energy solutions market is provided

in the Market review section on page 17.

Products

and services

Home energy solutions

As reported last year, our main area of focus in this

pillar – responding to the growing market demand

for energy saving solutions – has been integrated

into our commercial strategy. The commercial

potential linked to this strategic driver is included

in the Strategy in action section on page 20.

By offering home energy solutions that help

our customers save energy and decrease their

home’s carbon footprint, we are also realising a

climate-related commercial opportunity. Refer

to our climate-related financial disclosures

on pages 51-61 for further details.

Homes

Our objective

We are building a business

weare proud of, by helping

ourcustomers save energy

andreduce the carbon footprint

of their homes.

Key focus areas

Products

Services

Installations

Our targets

– Develop methodology for calculating

‘avoided emissions’ and measure baseline

for home energy solutions.

Responsible business continued

‘Supporting sustainability’

It is important that we continue to look at our

wider product and service offering and how

we can improve the sustainability of these.

Sustainability is a broad term encompassing

products that are ethically and responsibly

sourced, those that have a lower environmental

impact compared to similar offerings, and

those that deliver a positive social impact.

Our approach to reducing the environmental impact

of our products is covered under our Environment

pillar (see pages 40-43), and how we ensure that we

are sourcing responsibly is covered on page 50.

We continued to track the percentage of our own

brand revenue derived from products that we

have classified as ‘supporting sustainability’. This

classification is based on specific, substantiated

claims that we believe resonate with our customers:

– Supports energy efficiency

– Supports water efficiency

– Contains recycled materials

– Contains responsibly sourced timber

In 2025, 58% of our own brand revenue was

from the sale of Wickes products that we have

classified as ‘supporting sustainability’. Of this,

the majority was from the sale of products that

contain certified responsibly sourced timber.

We have been reviewing how this metric aligns with

similar metrics in sustainability reporting frameworks,

such as the EU taxonomy for sustainable activities

(‘EU Taxonomy’). Although these frameworks do

not apply directly to the Group, we recognise that

aligning how we report our sustainability progress is

important to stakeholders.

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Case study:

Promoting the growth of solar

In 2025 we commissioned a model village

on the Isle of Wight to install tiny replica solar

panels across three of its iconic houses. The

installation aimed to promote the growing

adoption of solar panels across the UK, with 1 in

20 UK households already generating electricity

through solar panels.

The initiative aimed to showcase how solar

panels are no longer just a practical solution

for helping to reduce energy bills – they’re

becoming increasingly popular.

Installations

Calculating avoided emissions

In 2025, we have developed a robust and credible

methodology to calculate avoided emissions from

our customers’ use of solar panels sold by the Group.

The methodology has been developed to meet

recognised good practice according to the World

Business Council for Sustainable Development

(WBCSD) Guidance on Avoided Emissions.

Solar power is recognised by the Intergovernmental

Panel on Climate Change (IPCC) mitigation

options for energy efficiency and the EU

Taxonomy as a genuine climate solution

with verified emissions mitigation potential,

and is not directly related to fossil fuels.

Recognised as a climate solution, solar panels have

a direct and significant decarbonising effect, and

allow measurable and significant GHG emissions

reductions relative to a reference scenario.

To ensure a robust approach we used the

Avoided Emissions Platform (AEP) to calculate

the avoided emissions related to the sale of solar

panels by the Group in 2024 and 2025. The AEP

is a global online platform launched in 2025 to

standardise evaluations of positive climate solution

impacts by using a transparent, harmonised

methodology for calculating avoided emissions.

Following the Group’s acquisition of 51% of Wickes

Solar in 2024, the installation of solar panels is

a key part of our home energy solutions growth

lever. We have used our calculations to support

avoided emissions claims as part of our compelling

customer value proposition for solar. At present,

we do not externally disclose the total quantified

avoided emissions or associated revenues from

solar for reasons of commercial confidentiality.

We plan to review the benefits of measuring this

positive impact, and consider expanding the avoided

emissions calculations to our other climate solutions

that we offer, such as ASHPs and insulation.

Looking forward

Whilst we review and develop

our product ranges, we will

continue to monitor evolving

customer trends, market

developments and government

policy, understanding their

influence on consumer

behaviour and lifestyle choices.

In 2026 we plan to

– Continue to build our home energy solutions

proposition to enable our customers to be

more energy efficient.

– Explore the benefits of expanding the

measurement of avoided emissions from our

home energy solutions product offer.

– Review how our product ranges support

our wider sustainability ambitions, including

our net zero transition plan.

1 https://www.gov.uk/government/statistics/solar-

photovoltaics-deployment

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Responsible business continued

Fundamentals

Key focus areas

Safety and wellbeing

Ethical business conduct

Responsible sourcing

Nothing is more important to us than the safety

and wellbeing of our colleagues and anyone who

works or shops with us. Our aim is to ensure that

everyone goes home safe and well every single

day to their families or loved ones by managing our

risks and ensuring our focus is on achieving and

maintaining an embedded culture of safety and care.

Consideration of the risks to the health and safety

of our people and customers always comes first,

with leadership from managers who understand

the importance and are supported by our culture.

Our safety management framework

Every year our Safety Policy (available on our

corporate website www.wickesplc.co.uk) is updated

and sets out our safety promise to our colleagues.

We comply with safety laws, and use incidents as

a learning opportunity to continuously improve.

Last year we reinforced this promise by better

embedding our safety management framework

across the business, through our safety leadership

training and Safety Management System.

We have reviewed the key safety risks across

our business and the comprehensive Safety

Risk Registers that are owned by our operational

areas with accountability for ensuring that any

risk of harm is identified and controlled. We

continually seek to reduce the risk of harm in

our operations by developing annual safety

improvement plans. These controls and other

safety information are communicated to our

colleagues through comprehensive training and

instructions, so that they understand how to

work safely and protect others from harm.

We actively seek to understand how we can

do better through accident investigations and

Executive Board-led incident review meetings.

Through this process, we have continued to

make significant improvements in a number of

key risk areas, including slip, trips and falls to

reduce the number of accidents to customers,

and the management of change in stores.

We follow a three lines of defence model

to manage and mitigate safety risks:

1. Operations

Accountability – Responsible for implementation

of our Safety Policy, identifying and

managing operational risks and developing

and implementing procedures.

2. Stay Safe team

Oversight – Responsible for the development

of the safety management framework and

provision of assurance to the Executive Board.

3. Internal audit and risk function

Assurance – Responsible for

independent verification of the Safety

Policy and its implementation.

Assurance activities are carried out by both our

Safety team and our internal audit and risk function.

The Safety team carries out assurance of our

stores, Support Centre and Distribution Centres

at a frequency informed by the level of risk.

Our model is supported by strong governance, with

clear accountability for safety and monthly reporting

of our safety performance to the Executive Board.

The Board is provided with updates at every meeting

and six-monthly deep dives on key aspects of safety

performance and improvement plan activity.

Our progress

Our focus in 2025 was to continue to improve our

management of safety risks, and embed key parts

of our safety management framework, including

how we work across the business to manage key

risks, how we engage our colleagues and how we

assure ourselves that our controls are adequate.

Safety and wellbeing

Our safety culture is centred around commitment

and care and we make it our priority to ensure

that everyone who works and shops with us goes

home safe and well every single day.

Ethical business conduct

We are committed to conducting our operations

honestly, responsibly and with integrity.

Responsible sourcing

From the materials used to make our products,

to how they are manufactured and transported,

everything we do is built on a responsible supply

chain.

Responsible business continued

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Notable activities in 2025:

– Following a business-wide review of operational

risk we established a cross-functional Slips Trips

and Falls Working Group to identify opportunities

to improve risk management. This led to targeted

initiatives in each operational area and a ‘Watch

your STEP’ safety campaign across our business.

There is a continued focus on the elimination and

prevention of slip and trip risks. As a result our slip

and trip incident rate has fallen by 4% compared

to 2024.

– We launched a business-wide behavioural safety

campaign, to empower our colleagues to put

safety first before any other activity. Messages

were reinforced by the launch of a new safety

video, acknowledging risks within the business

and highlighting the importance of calling things

out to ensure the safety of individuals, colleagues

and customers.

– After cementing our operational safety

committees we wanted to further engage and

inspire colleagues from across the business,

providing opportunities for them to develop their

skills and confidence to make a difference where

they work. In the year, we held our first Safety

Champion Summit, focused on Purpose, Power

and Practice.

– Throughout the year we worked with Wickes

Solar’s management team to support the

implementation of our safety management

framework into our part-owned subsidiary. This

involved identification of areas for safety process

improvement within their current controls. Wickes

Solar did not report any injuries in 2024 or 2025.

– We launched a Forklift Truck Managers course

for new managers with limited experience of

mechanical handling equipment.

– A three-year safety review programme launched

across stores, which is a continuation of an

ongoing programme but included consultation

with our store leaders to ensure its effectiveness

and continuous improvement.

Our performance

After several years of significant injury reduction,

we anticipated a plateau in our safety performance

figures. To avoid this, our focus in 2025 shifted to

integrating safety more robustly into operational

planning, with safety improvement initiatives

specifically targeting our principal risk areas.

In 2025, we have seen a reduction of total

colleague injuries reported across the

business, and a reduction in the rate of

colleague reportable injuries (RIDDOR).

The frequency rate of colleague LTIs increased by

27% compared to 2024. This was primarily due to a

rise in musculoskeletal manual handling injuries that

occurred during our peak trading period. In response,

we have developed new manual handling training

for colleagues to improve their safe-lifting skills.

Furthermore, managers will be trained to identify

unsafe lifting practices and coach colleagues on

safe lifting techniques. Our operational teams

will closely review the impact of the training.

Our total customer accidents increased by 5%

compared to 2024, which is proportionate to the

5% growth in customer numbers. These were

mainly driven by slips, trips and falls, and following

a business-wide safety campaign, the incident

rate dropped towards the end of the year.

Wellbeing

In 2025 our colleague-led Wellbeing network

continued to focus on promoting the financial,

mental and physical wellbeing of our colleagues.

A programme of educational and awareness

events was delivered to all colleagues, including

Wellbeing Fairs, information on heart health

and self-care, and a panel event on therapy to

support colleagues with specific issues in their

lives. A wellbeing pack designed specifically

for the challenges faced by our nightshift

colleagues was also launched within this event.

The business continues to support the rollout of

our Mental Health First Aider training programme

across the business with training provided to

people managers by St John Ambulance.

Looking forward

We will continue to ensure that our risks are

effectively managed using better insight and

technology to understand where we can improve

and provide visibility of the checks that we make

to assure ourselves that our controls are working.

Due to the success of our first Safety

Champion Summit, we will endeavour to

engage our leaders and colleagues further in

our safety aims and actively support colleague

wellbeing by listening to both our colleagues’

needs and external requirements.

Our focus in 2026 will be on establishing improved

safety insight across the Group to develop our

operational risk improvement plans, seeking to

continue to reduce our incident numbers, with a

higher priority on those with the most significant

impact on our colleagues and customers.

Key performance indicator 2024

2025

Colleague reportable incidents (RIDDOR) 22 17

Colleague Lost Time Incident frequency rate

3.61 4.58

Total colleague injuries 842 772

Customer reportable incidents (RIDDOR) 17 22

Total customer accidents 346 363

1 Data represents performance of Wickes Building Supplies Ltd.

2 Number of Lost Time Incidents, divided by total hours worked, multiplied by 1 million hours.

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Responsible business continued

Ethical business conduct

Our approach

In 2025, we continued to implement the Wickes

compliance framework. It is designed to provide

a simple, clear and consistent approach to

compliance across the business, and is built

on three key elements of strong ethical culture,

robust risk management processes and effective

monitoring. It sits within the overarching

governance framework that supports the business

to operate within its legal and ethical boundaries.

Subject matter experts are embedded across

the business for all key compliance areas.

The Compliance Oversight Committee continued

to meet during 2025. This Committee covers

compliance with all laws and regulations applicable

to the business including health and safety,

consumer protection, data privacy, restricted

sales, construction and planning, product safety

and responsible sourcing, environment and

community, financial, tax, employment, competition,

fraud, modern slavery and whistleblowing.

Members of the compliance oversight group,

who are subject matter experts from across the

business, are required to carry out an annual

review of the compliance area for which they

have oversight and report back on performance,

including any instances of non-compliance. This

forms part of the twice-yearly legal and regulatory

update to the Board to enable it to ensure that

Wickes is discharging its legal obligations.

We have further strengthened our compliance

programme during 2025, which has matured

in both its breadth and effectiveness, specific

examples of which are covered in the sections

on this page and page 49. This robust foundation

strengthens our ability to support the business in

integrating the processes and controls necessary

to address a complex and evolving regulatory

landscape. The programme’s maturity has

been key to consistently embedding our ethical

culture more deeply across our operations.

Whistleblowing

Wickes does not tolerate any wrongdoing or

malpractice and has a Whistleblowing Policy in place

which protects whistleblowers from retaliation. We

encourage colleagues and third parties to report any

concerns of wrongdoing through our confidential

and independent whistleblowing service and we

ensure that any reports are thoroughly investigated,

with any learnings applied, including disciplinary

action, training and process improvements as

appropriate. Both the Executive Board and the Board

receive reports on whistleblowing on a regular basis.

We also promote our whistleblowing helpline to

our suppliers for them to report concerns. Further

detail on whistleblowing can be found on page 81.

During the year we updated our Whistleblowing

Policy and relaunched the whistleblowing service to

colleagues with an updated awareness campaign,

including a video from our CEO asking colleagues

to tell us about any concerns they had, and posters

in all workplace locations with QR codes included

to improve accessibility. This resulted in a 60%

increase in whistleblowing reports across 2025

compared to 2024. 64 reports were received in

total, of which 44 were received in the second

half of the year, demonstrating the impact of the

relaunch. 98% of those reports came from store

colleagues and the concerns raised covered

management behaviour, bullying, harassment

or discrimination, conflicts of interest, safety

and fraud. 16 reports related to discrimination,

bullying or harassment, with 11 of those upheld

and resulting in disciplinary action, training and

improvements. Three fraud-related reports were

received, and although none of these were upheld,

each of them was appropriately investigated.

Human rights and modern slavery

Wickes is committed to respecting all internationally

recognised human rights, standards and legislation

relevant to our operations. Our Human Rights

Policy sets out how we uphold human rights by

identifying our areas of responsibility and taking

relevant action, including the right of our colleagues

to freedom of association and collective bargaining.

We recognise the harmful impact that modern

slavery has on individuals and society, and we are

committed to help prevent these illegal practices.

Our Modern Slavery and Human Trafficking

Policy sets out our zero tolerance approach

to any form of forced, bonded or involuntary

labour, human trafficking, child labour, and

other kinds of slavery and servitude within our

own operations or within our supply chain.

Our biggest risk of modern slavery is in our supply

chain. We are committed to upholding human

rights and promoting positive working conditions

and practices throughout our supply chain, and

we commit to meet the principles of the Ethical

Trading Initiative (ETI) Base Code. More detail

can be found in our relevant policies, Supplier

Code of Conduct and annual Modern Slavery

Statement on our website www.wickesplc.co.uk.

All colleagues are required to complete modern

slavery training on an annual basis. Any issues

of non-compliance are reported to the Board.

Anti-fraud and anti-money laundering

We have an Anti-Fraud Policy in place which

has been updated during the year to ensure

compliance with the Economic Crime and

Corporate Transparency Act 2003 (ECCTA)

and to include reference to the new corporate

offence of ‘failure to prevent fraud’. We

have also completed a programme of work

during the year in readiness for ECCTA.

We take a zero tolerance approach to any activity

that either amounts to fraud or is dishonest. All

colleagues are required to complete a training

module on fraud to ensure awareness and

understanding and we encourage colleagues

to report any suspected incidents of fraud

or dishonest behaviour, either through line

management or through our independent,

anonymous whistleblowing service. Due diligence

is completed on third parties before contracting

with them and we have appropriate contractual

provisions incorporated into our standard terms

of business. Any issues of non-compliance are

reported to the Board. We will continue to monitor

The audit programme that was carried out in 2025

included audits of corporate fraud and green claims

– refer to page 98 of the Audit and Risk Committee

report. In addition, a number of compliance

measures are included within the key control

audits carried out by Wickes’ internal operational

audit team in stores, including training completion

rates, pricing checks and data privacy checks.

Business ethics

Wickes is committed to conducting our operations

honestly, responsibly and with integrity. Our Code

of Business Ethics that applies to all colleagues

and is at the heart of our business was updated in

2025 to incorporate new legislative requirements.

All of our part-time and full-time colleagues are

required to complete annual training on this. In

addition, we have policies which support the Code of

Business Ethics for all key regulatory areas, including

competition law, anti-bribery and corruption,

anti-money laundering, corporate criminal offence,

consumer duty, data privacy, market abuse and

anti-fraud. Colleagues working in relevant areas of

the business or in higher risk roles also complete

bespoke training on these key regulatory subjects.

We are committed to engaging colleagues on

business ethics and regulatory matters in a

practical and relevant way, and have a calendar

of communication activity in place to ensure

colleagues are both clear on the standards we

expect and know what to do if they are concerned

something is wrong. We review and update our

regulatory e-learning modules on a periodic basis

to ensure they remain relevant and engaging for

colleagues. During the year, we designed and

implemented a bespoke e-learning module on age

restricted sales to support colleagues in applying

‘Challenge 25’ effectively and consistently.

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

our anti-fraud processes and controls to ensure

we are meeting legislative requirements.

An Anti-Money Laundering Policy is also in

place to ensure our business is not complicit in

money laundering activities and that we have

the appropriate controls and processes in place

to mitigate any risk. All colleagues are required

to complete anti-money laundering training

to ensure they understand the risk and how

they can protect against the risks of money

laundering and corrupt practices. Any issues of

non-compliance are reported to the Board.

Anti-bribery and corruption

We are committed to the highest standards of

ethics and have a zero tolerance approach to any

form of bribery and corruption in our business

and supply chain. We have an Anti-Bribery and

Corruption Policy, which sets out our commitment

to prevent bribery and corruption, and we require all

colleagues to complete annual training on anti-

bribery and corruption. Our suppliers are required

to have their own anti-corruption policies and

programmes in place, as set out in our Supplier

Code of Conduct, and we monitor compliance

with this through our supplier audit process.

Our anti-bribery and corruption programme is built

around a clear understanding of how and where

bribery risks affect our business and comprises

key controls of: policies (including anti-bribery

and corruption, gifts and hospitality, and conflicts

of interest); procedures (such as conducting due

diligence on suppliers); training all colleagues on

bribery risks; targeted communications to higher risk

colleagues; and ongoing assurance programmes

to monitor the effectiveness of controls.

We consider that Wickes has a low risk of bribery

and corruption due to our geographical location

and the robust processes and controls we have

in place. Further, Wickes has no government

ownership or government contracts.

We encourage any instances of alleged bribery

and corruption to be reported either through

line management or through the anonymous

whistleblowing service. All reports are thoroughly

investigated and the Board receives reports of any

breaches of the Anti-Bribery and Corruption Policy.

Privacy and data security

The cyber threat being faced by all organisations has

continued to grow, evidenced by the cyber incidents

experienced by other retailers during the year. Data

and security remains one of our most significant

business risks and additional work has been

completed over the year to further mitigate this risk

through improved processes and controls. Further

detail on this is set out in the risk section on page 64.

We recognise that maintaining and safeguarding

the security of our colleague, customer and

confidential data, along with the availability and

security of our systems, are critical for Wickes to

operate successfully. Across the year, we have

continued to improve our data and security controls

to prevent, detect and mitigate unauthorised

activity, as well as improve our operational

processes, and have invested in both our Privacy

and Information Security teams to achieve this.

We have a clear governance framework in respect

of data security and privacy, which is overseen and

monitored by a dedicated Data and Information

Security Committee – chaired by the Director

of Legal and Governance as the Data Protection

Officer and with Executive Board sponsorship

from the General Counsel and Company Secretary

– which meets every two months throughout

the year. Regular update reports on both data

privacy and information security are provided by

both the Director of Legal and Governance and

the Head of Information Security to the Board.

We have a Protecting Personal Information

Policy, which is applicable to all full-time and

part-time colleagues, contractors and temporary

workers within the Group. It sets out how we

safeguard all personal data that we process, as

well as our commitment to process only data

that is required to fulfil the defined purpose to

ensure data minimisation. Alongside this, we

have a Data Retention Policy which sets out our

requirements for retaining and disposing of data.

We also have robust processes to assess the

security and data controls of any third party data

processors, including carrying out Data Protection

Impact Assessments and vendor assurance.

A cyber response plan is also in place

alongside an Information Security Policy.

We seek to be completely transparent in our

data processing activities and our Privacy Policy,

which is available on our customer website

(www.wickes.co.uk), sets out how we process

the personal data of our customers, including

consent management, customers’ right of access,

rectification and right to be forgotten. We also

have an Employee Privacy Policy, which sets

out how we process the data of our colleagues

along with their rights as a data subject.

All colleagues are required to complete both

cyber security training and data privacy training

on an annual basis. The data privacy training

that colleagues complete is determined based

on risk, with those in higher risk areas of

the business completing more detailed and

focused training. This training is supported by

an ongoing awareness and communication

programme, including phishing tests and focused

communications on data privacy, to keep colleagues

informed and aware of data privacy and cyber

security risks in a practical and relevant way.

All data breaches are recorded on a breach

ensure the appropriate learnings can be put

in place to avoid reoccurrences. We had

no reportable breaches during 2025.

As we continue to invest in new technology and

platforms, we follow a ‘Privacy by Design’ approach

to ensure data security and privacy are appropriately

embedded into the design at the outset and

throughout the life cycle.

Artificial intelligence

With the growing use of AI, we have taken steps

to understand both the opportunities and risks

for the business. Following the launch of our

Generative AI Policy in 2024, our AI Council has

continued to meet on a regular basis. Formed

by a group of functional experts, it serves as a

central steering committee, focused on guiding

and promoting best practice to facilitate the

successful integration of AI across the business,

ensuring appropriate controls and safeguards are

in place to meet our legal and ethical obligations.

Responsible marketing

Building trust with our customers is central to

our brand proposition, and how we advertise

and promote our products is key to building and

maintaining trust. We have an internal policy

which sets out the principles that we follow

when we are advertising and communicating.

Our approach to responsible marketing extends

to ensuring that we are accurately talking about

any environmental credentials of our products

– also known as green claims. We have a

robust internal process for reviewing adverts

and promotions which include environmental

credentials, ensuring that we are adhering to

the principles set out in the UK’s Competition

and Markets Authority Green Claims Code.

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Responsible business continued

Responsible sourcing

Policy and processes

Our Responsible Sourcing Steering Group,

chaired by our General Counsel and Company

Secretary, continued to oversee the application

of our Responsible Sourcing Policy, which sets

out how we source products and services in a

safe, ethical and legally compliant way using

responsible suppliers and partners. Our controls

are designed to protect our customers and meet

all relevant legislative requirements, as well

as to provide confidence for our stakeholders

that Wickes is a trusted partner and retailer.

Our Supplier Code of Conduct and Supplier Manual

outline our expectations of our suppliers, in the

areas of labour standards and human rights, safety

and wellbeing, environmental responsibility and

community engagement, business integrity and

ethics, and management processes and systems.

Our Responsible Sourcing Policy, Supplier Code

of Conduct, Supplier Manual and Supply Chain

Animal Welfare Policy Statement can all be

found on our website www.wickesplc.co.uk.

We aim to work collaboratively with our suppliers

and to create an environment that enables

transparency throughout the supply chain. We

promote our whistleblowing helpline to our suppliers

for them to report concerns. We are a member of

Sedex (Supplier Ethical Data Exchange), a leading

platform that supports the management and

improvement of working conditions in supply chains.

Supplier assessment

We have a global supply chain of over 400 Tier1

suppliers, with around 100 of these supplying

Wickes own brand products. The majority of our

Tier 1 GFR suppliers are UK registered companies.

Our Supplier Online Risk Assessment (SORA)

programme includes all of our Tier 1 GFR suppliers,

and helps us to better understand and manage

risks within our supply chain, and to educate and

improve our supplier base. We regularly review

the outcomes of the assessments, and we review

our minimum standards each year to make

sure that our policy remains fit for purpose.

During the reporting period, we completed our

two-year SORA programme (2024-2025), assessing

all our Tier 1 GFR suppliers and high-risk GNFR

(goods not for resale) suppliers. In addition,

our Responsible Sourcing team completed all

planned in-person verification visits with key

suppliers, including to suppliers located in China,

Germany, India, Ireland, Italy and Türkiye.

Recognising that our highest exposure to

modern slavery is through our supply chain, we

have developed a robust approach to ethical

procurement. Our primary and preferred ethical

audit provider is Sedex, but we will also consider the

Business Supply Chain Initiative and SA8000 audits.

Before we begin trading, we require all suppliers

providing Wickes own brand products to undertake

and deliver an acceptable ethical audit (such as

Sedex Members Ethical Trade Audit (SMETA) or

equivalent). Ongoing, we require that our own brand

suppliers complete an ethical audit every two years,

or once a year where a significant risk has been

identified. These independent audits are designed

to help protect workers from unsafe conditions,

overwork, discrimination, low pay and forced labour.

Product quality and safety

Wickes aims to source only products that are

safe and fit for purpose, and meet or exceed

our customers’ expectations. We require

each product that enters our supply chain

to comply with all applicable legislation.

As a responsible retailer, we have developed

an internal process that aligns with the UK

Government’s Office for Product Safety and

Standards guidance on product safety alerts,

reports and recalls. We review this process each

year to ensure our controls remain fit for purpose. In

2025, there were no product recalls, safety alerts or

reports issued in relation to the products that we sell.

We recognise the concerns of safe use, content

and labelling of chemicals. We actively abide by all

UK legislation to reduce the impact of substances

of concern and, where possible, use a suitable

alternative. Wickes has committed to identifying

any products that are supplied to us that contain

any substances of very high concern (SVHCs),

explosives precursors or poisons, and we take steps

to replace any products that contain restricted

substances or SVHCs with suitable alternatives.

We require our suppliers to ensure that products

supplied to Wickes are free of any banned

substances and compliant with any restrictions

detailed by the UK’s Registration, Evaluation,

Authorisation and Restriction of Chemicals

regulations. We also ensure that all paint and

varnish products that we sell are compliant

with volatile organic compound regulations.

As the UK Government develops its own

approach to chemical safety policy, we

continue to maintain a watching brief on the

developments with EU chemical safety policy.

Tostay abreast of developments, we engage with

cross-sector product quality groups, including

the BRC’s Product Safety Community.

Health and safety in our supply chain

At Wickes we care about the health and safety

of everyone who operates in our supply chains,

both in the UK and globally. We have been

working with our suppliers to understand the

risk posed by two substances, which are not

banned, but can be responsible for negative

health effects during the production process

if adequate controls are not in place.

When Chromium 6 is used to chrome-plate

products, it can create negative health effects for

people in our supply chain. Once manufactured,

there are no known risks to the consumer associated

with products of this nature. Our suppliers have

continued to replace Chromium 6 during the

manufacturing of Wickes own brand products with

safer alternatives, and by the end of 2025 it has been

removed from 99% of our chrome-plated products

and we are continuing to work towards 100%.

There can also be negative health effects

experienced by stone fabricators working with

quartz, a material often used for kitchen worktops.

Once fabricated there are no known risks to the

consumer associated with products of this nature.

All suppliers to Wickes of quartz stone products

comply fully with the UK’s health and safety laws,

and our key stone fabricating suppliers have been

working with the Health and Safety Executive

to develop a new quality safety standard.

Responsible sourcing of timber and compost

Our approach to the responsible

sourcing of timber, timber products and

compost is discussed on page 43.

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Summary

Overview of our progress in 2025

To further our understanding and strengthen

our approach, we have done the following:

– Strengthened our governance by forming an

Executive-level Climate Steering Group.

– Updated our analysis of the impacts of future

carbon pricing, with particular reference to

forthcoming UK Carbon Border Adjustment

Mechanism (CBAM) and anticipated rates.

– Achieved approval from the SBTi for our

updated near term SBTs.

– Completed external assurance of rebaselined

2021 GHG footprint.

– Began implementation of a GHG emissions

software system.

Areas of focus in 2026

The Board has agreed with the Responsible

Business Committee’s recommendations

that management focus on these areas

in the next year:

– Develop a credible and costed Scope 1 and 2

net zero transition plan, and confirm long term

ambition to achieve net zero.

– Continue engagement with the supply chain

to set SBTs, and start to integrate their own

emissions data into our GHG inventory.

– Develop our climate-related disclosures

to meet new requirements introduced

by the forthcoming UK Sustainability

Reporting Standards.

TCFD report

Climate-related financial disclosures

Compliance statement

In this section, we have set out our climate-related financial disclosures as required by the Companies Act 2006.

Inline with our ‘comply or explain’ obligation under the UK Listing Rules, weconfirm that our disclosures are

consistent with the recommendations and recommended disclosures of the Task Force on Climate-related

Financial Disclosures (TCFD). We have summarised this alignment in the TCFD alignment index below.

TCFD alignment index

This table signposts to where climate-related financial disclosures are included in the Annual Report

and Accounts 2025.

TCFD recommendations and recommended disclosures

Disclosure

location

(page)

Governance

(a) Describe the Board’s oversight of climate-related risks

and opportunities.

(b) Describe management’s role in assessing and managing

climate-related risks and opportunities.

Strategy

(a) Describe the climate-related risks and opportunities the

organisationhas identified over the short, medium and long term.

53-58

(b) Describe the impact of climate-related risks and opportunities

on the organisation’s business strategy, and financial planning.

53-58

consideration different climate-related scenarios, including a 2°C

orlower scenario.

Risk

management

(a) Describe the organisation’s processes for identifying and assessing

climate-related risks.

(b) Describe the organisation’s processes for managing

climate-related risks.

58-59

climate-related risks are integrated into the organisation’s overall

riskmanagement.

Metrics

and targets

(a) Disclose the metrics used by the organisation to assess

climate-related risks and opportunities in line with its strategy

andrisk management process.

(b) Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse

gas (GHG) emissions, and the related risks.

59-61

related risks and opportunities and performance against targets.

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Climate-related financial disclosures continued

Governance

Board oversight (1a)

The Board has ultimate responsibility for setting

the Group’s strategy, including how the strategy

addresses ESG matters, including climate-related

issues. The Board considers climate-related matters

as part of its decision making, including reviewing

and guiding strategy, budgets and business plans.

The Board has delegated responsibility for ESG

matters, including climate-related matters, to the

Responsible Business Committee, which meets

four times each year and receives updates from the

Committee on its work following each meeting.

Responsible Business Committee

The Responsible Business Committee is a formal

Committee of the Board chaired by a Non-executive

Director. Its primary purpose is to oversee the

development of Wickes’ Responsible Business

Strategy and monitor the Company’s performance

in relation to substantive ESG matters (including

climate-related issues). The CEO, CFO, General

Counsel and Company Secretary, and Head of

Sustainability and Environment attend all Responsible

Business Committee meetings to provide regular

updates on climate-related issues and alignment with

climate-related financial disclosure requirements.

The Responsible Business Committee is responsible

for reviewing the Company’s climate-related risks

and opportunities, and ensuring that the content

included in the Annual Report meets the TCFD

recommendations and recommended disclosures.

The Responsible Business Committee makes

recommendations to the Audit and Risk Committee

in relation to the inclusion of climate-related risks

in the Company’s principal and emerging risk

disclosures, including the assessment of financial

materiality.

More information on the Responsible Business

Committee, including its duties and activity during

2025, can be found in the Responsible Business

Committee report on pages 100-101.

Audit and Risk Committee

The Audit and Risk Committee has overall

responsibility for the oversight of risk management

systems on behalf of the Board and carries out a

robust assessment of the Company’s principal and

emerging risks (including climate risks) on an annual

basis. The Audit and Risk Committee takes account

of the assessment and recommendations made by

the Responsible Business Committee in relation to

climate-related risks.

Remuneration Committee

The Remuneration Committee sets LTIP targets for

key performance indicators (KPIs) relating to near

term SBTs and monitors performance against these.

More information is provided on pages 107-109.

Management’s role (1b)

The CEO has overall responsibility for ESG and the

Company’s response to climate-related issues. The

Executive Board, chaired by the CEO, monitors our

approach to ESG and climate-related matters. The

Executive Board regularly reviews progress against

our SBTs.

The General Counsel and Company Secretary, as

the nominated Executive Board sponsor, chairs

the executive-level Climate Steering Group, formed

in 2025 to drive the development of the net zero

transition plan. This Committee includes the

Executive Directors responsible for meeting the near

term SBTs, as well as members of operational and

finance teams. The Committee meets quarterly to

review progress, and is supported by working groups

that develop plans to deliver carbon reductions

across the business.

The Head of Sustainability and Environment is

responsible for coordinating the climate programme

of work in collaboration with other areas of the

business, ensuring it meets business needs and

external stakeholder expectations. This includes

setting and reviewing decarbonisation targets,

developing the net zero transition plan, climate-

related risk and opportunity identification and

assessment process, and disclosures, and providing

reports to the Board, Board Committees and the

Executive Board on climate-related matters.

Wickes Group Plc Board

Executive Board

Climate Steering Group

Functional working groups

Audit and Risk

Committee

Remuneration

Committee

Responsible

Business

Committee

Board Committees

Strategic

oversight

Implementation

and compliance

Operational Committees

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Strategy

Impact of climate-related risks and

opportunities identified (2a and 2b)

Our identification of climate-related risks and

opportunities is guided by our existing risk

management processes. We integrate potentially

significant climate-related risks and opportunities

into our business strategy development and

financial planning.

The Group continues to consider that the nine

thematic categories of potentially significant

climate-related risks and opportunities continue

to be relevant, as determined by the identification

and assessment process detailed in the Risk

management section on page 63. In these

disclosures, we provide an update on our increased

level of understanding of how each thematic risk

category could materialise and impact the business

(refer to the tables on pages 54-58).

Recognising the impact of climate change on our

business in the near, medium and long term, the

Group robustly considers the actual and potential

financial impacts on our business, our strategy

and our financial planning. Where possible, the

Group looks to mitigate cost pressures through

procurement efficiencies or, in the case of operational

costs, to reduce consumption where possible.

Potential transition risks for our business in a Rapid

Transition Scenario (1.5°C) are broadly applicable

to the home improvement retail sector operating in

the UK with a global supply chain, and not unique

to Wickes.

Given our budgets and strategic financial plans

are underpinned by two significant focus areas

– namely (a) going concern/viability and (b) store

and investment impairment – we have considered

these factors carefully and set out in the following

pages our assessment of the potential business and

financial impact of potentially material climate-related

risks.

Resilience of the business strategy (2c)

We have used two extreme scenarios to stress test

our business model and strategy:

– For a High Physical Impact Scenario (4°C), we

have used the IPCC Representative Concentration

Pathway (RCP) 8.5 scenario (published in 2013

as part of the IPCC’s Fifth Assessment Report),

where the business and its value chain would

be operating in a climate trajectory where global

emissions continue to rise at the current rate.

This scenario projects chronic changes to local

climates and an increase in the frequency and

severity of extreme weather events.

– For a Rapid Transition Scenario (1.5°C), we have

used the International Energy Agency’s Net Zero

Emissions by 2050 scenario (first published in

2021 and updated in 2023). This is a prescriptive,

demand-led transition pathway outlining how

the global energy sector can achieve net zero by

2050. Under this scenario the business would face

a rapid transition environment, characterised by

progressive government policies, market pressures

from competitors and landlords, reputational

impacts from investors, and challenges arising

from a lack of technological advancement.

By choosing these scenarios, we have sought to

identify and understand the risks and opportunities

that could arise for our business and strategy,

supply chain and wider economy that we operate in,

to ensure that we anticipate and prepare for these

extremes. We believe that it is likely that the future

will fall somewhere between these two scenarios.

These are the same scenarios that we used to inform

our previous disclosures and are commonly used

by industry.

We recognise that the climate science community

regularly updates scenarios. We keep these under

review, and when we next undertake a significant

scenario analysis exercise, we will use the most

appropriate scenarios available at the time.

Business resilience statement

Based on our latest assessment of the potential

financial impacts of the significant risks and

opportunities following the process we set out in

the Risk management section, we consider that our

current business strategy continues to be resilient to

these two extreme climate-related scenarios.

Our market-led strategy means that we identify

what customers want and adapt quickly with short

lead and stock holding times. We have established

partnerships with strategic suppliers that allow us to

understand their risks and mitigation plans, and we

can also adapt where appropriate through a global,

agile and flexible supply chain model. Although

a few of our key home improvement product

ranges are currently emissions intensive during the

manufacturing phase (e.g. cement, paint), we are

not dependent on these and we are encouraged by

the commitments from these sectors to meet net

zero. Any inflationary effects of carbon pricing will

impact all home improvement retailers, and therefore

our business will remain competitive, whilst we

continue to work with our suppliers to reduce carbon

emissions across the life cycle of the products

wesell.

We do not have a major reliance on products which

are powered by fossil fuels (such as gas boilers) and

therefore we are not significantly exposed to planned

government phase-outs. We currently sell a relatively

small proportion of electric powered products and

remain reliant upon the UK grid decarbonisation to

reduce the emissions when products are being used

in customers’ homes.

Our property strategy is leasehold, with an average

remaining lease term of seven years. This gives

us flexibility with our property estate to locate in

areas which are at lower risk from extreme weather

events, for example surface water flooding. In a

Rapid Transition Scenario, as a home improvement

retailer, we are not significantly energy intensive,

and technology is readily available to support the

decarbonisation of our estate. Our fleet strategy is

also leasehold and we are working with our partners

to understand the future of low-emissions road

logistics, which is not a unique challenge to our

business.

One of the Group’s growth levers is developing the

home energy product and service range. This core

part of the business strategy directly responds to the

opportunities which arise from the societal transition

to net zero. In the reporting period we have developed

a methodology to quantify the avoided emissions

that the Group has enabled through the sale of solar

panels (refer to page 45 of the Responsible business

section for further information).

Timelines considered and selection rationale

Climate risk time horizons Rationale for selection

Short term 1-5 years

Aligns with the Company’s five-year business planning cycle.

Medium term 6-15 years

Aligns with the typical lease length for the Company’s property estate.

Long term 16-30 years

Aligns with the UK Government’s net zero by 2050 target.

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Climate-related financial disclosures continued

Acute weather-related events impacting operations (PR1)

Climate scenario

High Physical Impact

Scenario (4°C)

Risk/opportunity type

Acute physical risk

Potential

business impact

Operations

Potential financial

implications

Expenditure

Potential

financial impact

Short term Medium term Long term

1-5 years 6-15 years 16-30 years

2026-2030 2031-2040 2041-2055

Low Low Low

Risk/opportunity

description

Our distribution network is reliant on the operation of our two main Distribution

Centres (which are located in Northampton), an outbase in Crawley, and our

road-based logistics operation supported by third party logistics bases, delivering

products to stores and customers’ homes across the UK.

Increased extreme weather events, particularly localised surface water flooding

from storms or heavy rainfall in a High Physical Impact Scenario could disrupt our

Distribution Centres, impacting our ability to serve customers and stores.

Desktop flood risk assessments in 2024 of our main Distribution Centres,

assessing three global temperature scenarios up to 2070 (2.6°C, 4.5°C and

8°C) concluded a marginally increased long term flooding risk. Further onsite

assessments and mitigating actions will be considered in future years.

The risks to individual stores from an acute weather-related event are not deemed

to have a significant overall business impact, as it is unlikely that a significant

number of stores would be impacted at the same time to the extent of having to

cease trading over a prolonged period. Furthermore, all of our stores are leasehold,

and so over the medium to long term time horizon we can assess how to reduce

our risk further by relocating stores at lease renewal time, if necessary.

Strategic response – Continue leasehold model for property estate with 10- to 15-year lease agreements.

– Assess long term flood risk when reviewing new sites and regears.

– Continue strategic approach to work with expert logistics providers to prepare

for and respond to any potential disruption in the distribution network.

– Commission further onsite long term flood risk assessments of Distribution

Centres to understand impacts in a High Physical Impact Scenario.

Mitigating actions – Business continuity plans for distribution and stores.

Chronic climatic changes and acute weather-related events impacting supply chain (PR2)

Climate scenario

High Physical Impact

Scenario (4°C)

Risk/opportunity type

Chronic physical risks

Acute physical risks

Potential

business impact

Products and services

Value chain

Potential financial

implications

Expenditure

Revenue

Potential

financial impact

Short term Medium term Long term

1-5 years 6-15 years 16-30 years

2026-2030 2031-2040 2041-2055

Low Low Uncertain

Risk/opportunity

description

Chronic and acute climate changes could impact our supply chain, most notably

the impact of water stress and climatic changes on our timber supply chain.

Wecommissioned a scenario analysis in 2022 looking at the risks to our supply

chain from water availability, which suggested that key parts of our supply chain

are dependent on industries which are vulnerable to water availability (e.g. paper

and timber, chemicals). The supply chain and strategic impacts to the business

are uncertain over the long term, and require additional data to assess.

We have regular discussions with our strategic timber suppliers on how they

are assessing and managing the risk of the changing climate in their locations.

We understand that they are looking at adaptation measures to chronic risks,

which might involve switching tree species, as well as acute risks by relocating

plantations to areas with lower risk.

As a retailer, we are agile in being able to switch to alternative suppliers and work

with our suppliers to identify materials (including different timber species) which

are more resilient.

We plan to update our scenario analysis of climate-related impacts to our supply

chain every three to five years, when more data becomes available.

Strategic response – Continue to collaborate with strategic suppliers to understand risks in operating

regions and discuss their strategic response and mitigating actions.

Mitigating actions

– Impacts to higher risk and strategic suppliers are monitored by Commercial

teams, including the Responsible Sourcing and Quality team and Category

teams.

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Carbon pricing and broader policy requirements (TR1)

Climate scenario

Rapid Transition

Scenario (1.5°C)

Risk/opportunity type

Policy and legal

transition risk

Potential

business impact

Products and services

Value chain

Potential financial

implications

Expenditure

Revenue

Potential

financial impact

Short term Medium term Long term

1-5 years 6-15 years 16-30 years

2026-2030 2031-2040 2041-2055

Low Uncertain Uncertain

Risk/opportunity

description

Under a Rapid Transition Scenario, our suppliers in carbon intensive industries

could be subject to higher carbon prices by 2030. Although we don’t

underestimate the potential impact of carbon pricing on the products we sell, we

recognise that the impact will be across our entire sector and, whilst we would

look to mitigate the impact on our customers, where this is not possible sector

pricing would adjust accordingly.

In 2025, we assessed the potential tax exposure from the UK’s CBAM that will be

introduced from 2027. With the reduced number of commodities in scope and

the introduction of more national emissions trading schemes in the countries we

export from, we believe that the impact to the Group will be low.

We remain cognisant that the UK Government may introduce other UK net

zero policy requirements that could impact our business directly. We have not

identified any other policies that would significantly impact the business or supply

chain in our short term time horizon; we expect the introduction of additional

disclosure requirements to be managed by existing management resources.

Strategic response – Monitoring relevant policy developments.

– Focusing on delivering decarbonisation targets.

– Implementation of Software as a Service (SaaS) emissions platform during this

reporting period.

Mitigating actions

– Climate-related policy developments (including carbon pricing) monitored by

the Head of Sustainability and Environment through the EMS legal horizon

scanning process.

Increased sales related to extreme weather events (PO1)

Climate scenario

High Physical Impact

Scenario (4°C)

Risk/opportunity type

Acute physical

opportunity

Potential

business impact

Products and services

Value chain

Potential financial

implications

Revenue

Potential

financial impact

Short term Medium term Long term

1-5 years 6-15 years 16-30 years

2026-2030 2031-2040 2041-2055

Due to commercial sensitivities, we do not disclose the potential financial impact

from climate-related opportunities.

Risk/opportunity

description

We sell a range of products that are often in high demand in relation to severe

weather events, for example fencing, flood defences and in-house cooling. As

severe weather events are forecast to increase in frequency and severity, we

expect this to be an ongoing commercial opportunity for our business.

Strategic response – Category development.

Mitigating actions – Supply chain and merchandising plans incorporate seasonal and weather-

related events.

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Climate-related financial disclosures continued

Decarbonising the estate (TR3)

Climate scenario

Rapid Transition

Scenario (1.5°C)

Risk/opportunity type

Market transition risk

Potential

business impact

Operations

Potential financial

implications

Expenditure

Potential

financial impact

Short term Medium term Long term

1-5 years 6-15 years 16-30 years

2026-2030 2031-2040 2041-2055

Low Low Low

Risk/opportunity

description

The roadmap to decarbonise our property estate is centred around transitioning

away from gas heating, improving energy efficiency and switching to the supply

of renewable electricity (grid and onsite generation). In April 2023, the Company

switched to a renewable electricity contract for all grid-sourced electricity used

across the estate (excluding Wickes Solar). Maintaining this is inherently included

within our five-year plan.

To mitigate the risk of increasing costs from renewable sources, the business

isalso installing onsite solar power generation where this has been assessed as

structurally feasible and where there can be a commercially favourable agreement

with the respective landlord. The acquisition of Wickes Solar in 2024 also provides

the Company an additional commercial opportunity from installing solar PV.

Installing new or replacement assets that are more energy efficient or enable the

transition away from gas heating (such as ASHPs) is technically feasible. The

forecast capex to include ASHPs in new-build store fitouts and progressively

deliver the asset replacements of retrofitting ASHPs is afforded within the

Company’s strategic five-year plan. The risk to the business is from the increasing

costs of new equipment and associated electricity generation infrastructure due

to inflation and increased demand.

Strategic response – Monitoring energy usage and GHG emissions of stores.

– Exploring emission reduction opportunities in stores.

– Monitoring relevant policy discussions on Minimum Energy Efficiency

Standards and green leases.

Mitigating actions – Plan to decarbonise the estate is in development by the operational teams, and

overseen by the Climate Steering Group.

Decarbonising the fleet (TR2)

Climate scenario

Rapid Transition

Scenario (1.5°C)

Risk/opportunity type

Technology transition risk

Potential

business impact

Operations

Potential financial

implications

Expenditure

Potential

financial impact

Short term Medium term Long term

1-5 years 6-15 years 16-30 years

2026-2030 2031-2040 2041-2055

Low Low Low

Risk/opportunity

description

The Wickes fleet is made up of mostly heavy goods vehicles (HGVs). In our

decarbonisation roadmap, we have identified that electric powered HGVs are

likely to be the most appropriate technological option for the business to move

away from diesel in the long term. Until 2030, we are continuing to improve the

efficiency of our fleet. We understand that we will need to invest in infrastructure

upgrades across our estate and our suppliers’ networks to provide sufficient

electrical capacity to charge our future HGV fleet.

As we develop our infrastructure and fleet investment plans, we will continue

to further refine cost implications. As a retailer, we are transparent with our

customers on the delivery costs, and switching to a significantly more costly

alternative could negatively impact the business commercially.

Installing electric vehicle (EV) charging across the estate may be considered to

support the switch of colleagues’ vehicles to low- and zero-carbon emissions

vehicles. The same chargers could also provide destination EV charging for

customers to encourage footfall at stores, as well as support the wider transition

of the UK economy to EVs.

The associated increased electricity demand is a risk to the roadmap to

decarbonise the estate and in some cases may require additional electricity

generation to be installed. Where possible, we are looking to negate this through

the installation of onsite solar photovoltaics (PV).

Strategic response – Development of fleet decarbonisation roadmap and investment required.

– Engaging on long term decarbonisation strategy of main transport providers.

– Defining business case for potential low- and zero-carbon emissions fleet

options.

Mitigating actions – Maintaining watching brief over technological developments and potential

funding sources by operational teams, overseen by the Climate Steering Group.

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Decarbonising the value chain (TR5)

Climate scenario

Rapid Transition

Scenario (1.5°C)

Risk/opportunity type

Technology and market

transition risk

Potential

business impact

Products and services

Value chain

Potential financial

implications

Expenditure

Revenue

Potential

financial impact

Short term Medium term Long term

1-5 years 6-15 years 16-30 years

2026-2030 2031-2040 2041-2055

Low Uncertain Uncertain

Risk/opportunity

description

Looking across all of the products we sell, there is a risk to our suppliers from policies

in a net zero scenario that aim to reduce emissions from carbon intensive sectors.

Decarbonising our supply chain, which includes moving away from fossil fuels as

an ingredient in carbon-based products, is a significant challenge to us meeting

our long term net zero goal. We will continue to monitor policy developments,

which could impact the production or sale of these products, as well as changing

market and consumer expectations for increased transparency on product

specific carbon labelling.

We recognise the potentially significant market- and technology-related transition

risk regarding our suppliers in industries that are recognised as hard to abate,

such as chemicals, cement, steel and aluminium. Furthermore, the global

transportation of products from suppliers is reliant upon the decarbonisation

of shipping and trucking industries. There is a potential risk that our suppliers in

these sectors do not have the policy signals or technology available to them to

reduce the carbon intensity of the manufacturing and transport of the products,

or that the cost of investing in such technology could add to the product cost, and

the rate at which decarbonisation is realised isdifferent across different suppliers.

Some raw materials could increase in cost or become unavailable in the future

and so alternatives would have to be found.

We will continue to engage with our supply chain to obtain further data, which may also

give additional information on climate-related risks and opportunities as they evolve.

Strategic response – Engaging with suppliers to understand their SBTs and net zero plans.

– Collaborating with cross-industry initiatives, such as Make it Zero.

Mitigating actions – Suppliers’ decarbonisation plans monitored by relevant working groups, and

overseen by the Climate Steering Group.

Increased scrutiny from Shareholders on delivering net zero and access to capital (TR4)

Climate scenario

Rapid Transition

Scenario (1.5°C)

Risk/opportunity type

Market transition risk

Potential

business impact

Operations

Potential financial

implications

Expenditure

Potential

financial impact

Short term Medium term Long term

1-5 years 6-15 years 16-30 years

2026-2030 2031-2040 2041-2055

Not yet assessed* Uncertain Uncertain

Risk/opportunity

description

We recognise that it is important to our current and future shareholders that we

contribute to meeting the global transition to net zero, and specifically that we

play our part to achieve the UK Government’s net zero by 2050 goal. Our SBTi-

validated near term SBTs give assurance that we have 2030 targets aligned to a

1.5°C pathway.

We are committed to continuing to improve our disclosures over time in line with

the UK Sustainability Reporting Standards (published in February 2026) in order

to build trust through increased transparency, and we recognise that failure to

meet shareholders’ (and other stakeholders’) expectations could impact our

access to capital.

We also recognise the converse situation: the growing opportunity of new routes

to capital investment, where investors and funders are actively seeking to support

businesses that can demonstrate credible net zero transition plans.

Feedback from our current investors through the year continues to confirm

that the home improvement retail sector is not considered highly exposed to

climate-related risks. We will continue to review this potentially significant risk

and opportunity each year, to ensure that we are maximising our ability to access

capital.

* We have not yet assessed the financial impact related to this risk as we remain on track to meet our

near term SBTs. We will continue to keep this under review.

Strategic response

– Deliver near term SBTs.

– Develop and deliver Group net zero transition plan.

– Maintain watching brief on developing standards and frameworks, to stay

abreast of market practice.

Mitigating actions – Ongoing engagement with shareholders to understand priorities.

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Climate-related financial disclosures continued

Products and services for the low-carbon transition (TO1)

Climate scenario

Rapid Transition

Scenario (1.5°C)

Risk/opportunity type

Market transition

opportunity

Potential

business impact

Products and services

Potential financial

implications

Revenue

Potential

financial impact

Short term Medium term Long term

1-5 years 6-15 years 16-30 years

2026-2030 2031-2040 2041-2055

Due to commercial sensitivities, we do not disclose the potential financial impact

from climate-related opportunities.

Risk/opportunity

description

Analysis commissioned in 2022 and 2023 of the potential market opportunity

for products and services that support the UK’s net zero transition showed a

significant opportunity for our business to expand into home energy solutions, for

example solar panels, ASHPs and EV chargers.

In early 2026, the Government released its Warm Homes Plan signalling

investment into energy inefficient homes. However, other external factors

continue to create further uncertainty in the market, and a slower uptake of

alternative technologies than the Rapid Transition Scenario predicts.

Electrification poses a market transition risk for products like barbecues and patio

heaters, as customers may prefer the more traditional fossil fuel alternatives. If we

were to phase out these products before competitors without government policy

introducing the phase-out of these products, we could see a risk of competitive

disadvantage.

A minor transition risk exists from the potential phase-out of a small number of

ranges that we currently sell. For example, in a Rapid Transition Scenario, this

assumes no new gas boilers are sold after 2025. The UK Government’s policy to

phase out gas boilers remains under review. However, as only a limited number

of ranges are at risk from home decarbonisation efforts, we see products and

services for the low-carbon transition as a net business opportunity.

Strategic response Refer to the Market Review section on helping the nation save energy (page 17)

and Growth Levers section on Accelerating Design & Installation (page 20).

Mitigating actions – Consumer sentiment and market-related developments are monitored by

Marketing and Commercial teams.

– Climate-related policy developments (including carbon pricing) are monitored

by the Head of Sustainability and Environment through the EMS legal horizon

scanning process.

Risk management

Threshold of materiality in relation to climate-

related matters (adjusted profit before tax (PBT)

average of last three financial years)

– High level of materiality >50% adjusted PBT

– Medium level of materiality 10-50% adjusted

PBT

– Low level of materiality and not deemed

material in this time horizon <10% adjusted

PBT

– Uncertain level of materiality Insufficient

data to assess at this time

Processes for identifying and assessing

climate-related risks (3a)

Identification

Risks and opportunities are identified at the

Group level and cover the activities of the

main trading subsidiary of the Group: Wickes

Building Supplies Ltd, and the subsidiary

Gas Fast Ltd (trading as Wickes Solar).

Each year, we consult with key internal stakeholders

to review our existing list of potential climate-

related risks and opportunities. This exercise also

aims to identify any new risks and opportunities

that may arise due to internal business changes

or external factors, such as existing and emerging

climate change regulatory requirements in

the UK, where the business operates.

Assessment

We screen the longlist of climate-related risks and

opportunities, across each time period as set out

in section 2a), to assess the potential significance

to the business. For each risk and opportunity, we

look through the lens of two extreme future climate

scenarios: a High Physical Impact Scenario (4°C) and

a Rapid Transition Scenario (1.5°C) (covered in more

detail in section 2c).

Those risks and opportunities that exceed an

internally agreed threshold of materiality in

relation to climate-related matters (see box) are

identified as potentially significant and prioritised

for further assessment. These are logged on our

Climate Risk Register. Where there is inadequate

information to undertake an assessment of

financial materiality and therefore financial impact,

these cases have been identified as ‘uncertain’.

We have grouped these potentially significant risks

and opportunities into nine thematic categories (as

discussed in section 2a) for ease of assessment

and discussion with the business and the Board.

To assess the impact to the business arising from

climate-related risks, we align with the business’s

Risk Management Policy for all Group risks.

The business impact of these risks is discussed

in the Strategy section on pages 54-58.

Further scenario and sensitivity analysis is

undertaken on these high-level categories on a

two- to three-year frequency depending on updates

and changes from external factors, such as policy

and legislation changes, as well as business internal

changes (such as new product category ranges).

Processes for managing climate-related risks (3b)

We manage our climate-related risks in the same

way as other risks that the business faces (refer

to the Risk section on pages 62-63 of this report

for further explanation on our overall approach).

Following our risk management framework,

we identify measures to mitigate the impact of

significant climate-related risks in accordance

with our risk appetite. We monitor the risks and

integrate any key changes into the review of the

climate change principal risk. This is undertaken

by the Head of Sustainability and Environment.

Any significant changes are discussed and

agreed by the Executive Risk Committee, and

any changes are then included in the updates to

the Audit and Risk Committee and the Board.

We have summarised the management controls and

mitigation measures we have in place to manage the

potentially significant climate-related risks in the table

set out in section 2b. To respond to the transition

Climate-related financial disclosures continued

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Climate-related targets and performance (4c)

Our original near term SBTs were approved by

the SBTi in 2022, confirming their alignment

with the SBTi’s Corporate Net-Zero Standard and

demonstrating that the targets aligned with limiting

the global temperature increase to 1.5°C above pre-

industrial levels by the end of the century.

In May 2025, the SBTi approved our revised targets,

following a rebaselining exercise we conducted in

2024. This revision clarified our supplier engagement

goal: the target was adjusted from 55% of total Scope

3 emissions being covered by suppliers with SBTs

to 77.5% of Scope 3 Category 1 emissions being

covered by suppliers with SBTs. The other two targets

remained unchanged.

In 2025, we also obtained independent assurance

of the rebaselined 2021 GHG inventory. Our

updated methodology, the external Independent

Limited Assurance Statement and full, rebaselined,

assured 2021 GHG footprint is available on our

corporate website: www.wickesplc.co.uk/company/

responsible-business/policies-and-reporting.

We remain focused on delivering our updated near

term SBTs, and the table below shows our progress

with meeting our targets.

Our assured 2021 GHG inventory baseline and 2025

GHG inventory is included on page 61.

More information on the Group’s activities to meet its

near term SBTs and emerging net zero transition plan

can be found in the Responsible Business section on

pages 40-42.

Progress on near term science-based carbon reduction targets

Near term SBTs approved by the SBTi

2022

progress

2023

progress

2024

progress

2025

progress

Operations:

Reduce absolute Scope 1 and 2 GHG emissions by

42% by 2030 (from a 2021 base year) -3.3%

2,3

-4 4.1%

2,3

-62.7%

2,3

-61.0%

Suppliers:

By 2027, 77.5% of our suppliers by emissions covering

purchased goods and services (Scope 3, category 1)

will haveSBTs 9.6%

18.1%

27.3%

54.0%

Products:

Reduce absolute Scope 3 GHGemissions from the

use of sold products by42%by2030 (from a 2021

base year) -15.7%

-9.8%

-27.7%

-26.7%

1 Methodology can be found on our website www.wickesplc.co.uk/responsible-business/policies-and-reporting

2 Updated following independent assurance of 2021 rebaselined emissions.

3 Market-based GHG emissions.

risk TR4, Increased scrutiny from shareholders

to delivering net zero, our Investor Relations team

continues to have open dialogue with shareholders

and maintains a watching brief on the evolving

responsible investment landscape. We also intend

to continue active management of key ESG rating

assessments and to participate annually in CDP.

Integration into overall risk management (3c)

The Company’s approach to risk management is

set out in the Company’s Risk Management Policy.

This explains how the Company identifies, assesses

and mitigates risks, as well as how the Company

reports and monitors the Corporate Risk Register

and principal risks to the Executive Board, Audit and

Risk Committee and the Board. A more detailed

explanation of the Company’s approach to risk

management is provided in the Risk section on pages

62-63.

Through the Company’s risk management approach,

climate change was identified and assessed as a

principal risk for the business at its demerger in

2021. The topic has continued to be considered as

a principal risk for the business since 2021, with the

relative exposure remaining stable over this time

period. The mitigations put in place and progress

of managing significant climate-related risks and

opportunities are summarised in the Principal risks

and uncertainties section on page 67.

On the Company’s Corporate Risk Register, there

are 20 identified risk categories – climate change is

considered within the ‘ESG’ risk category.

The Climate Risk Register sits separately to the

Corporate Risk Register, and the outputs of the

Climate Risk Register feed into the climate change

principal risk on the Corporate Risk Register.

We are monitoring developments with the ESG and

climate-related reporting landscape and will review

our approach to integrating climate-related risk into

the corporate risk approach, as and when required.

Metrics and targets

Metrics used to assess climate-related risks

and opportunities (4a)

Management regularly reviews metrics associated

with the Company’s near term SBTs to track progress

on our ultimate goal to achieve net zero. Our Scope 1,

2 and 3 GHG emissions are the key metrics we use to

monitor our climate impact over time.

To address the growing complexity of handling

and analysing GHG-related data, and to prepare for

future legal reporting obligations like CBAM, we have

implemented a SaaS emissions platform during this

reporting period.

We have a suite of metrics to enable us to track our

climate-related financial risks and opportunities,

such as capital deployed to decarbonise the property

estate and fleet. These metrics align with the TCFD

recommended cross industry metrics.

The 2024, 2025 and 2026 LTIPs incorporate an

additional ESG measure linked to our decarbonisation

plans, weighted at 10%. For more information on how

these metrics are incorporated into performance

measures within remuneration policies, refer to the

Remuneration Committee report on page 109.

We do not currently use an internal carbon price as

a mechanism to drive decarbonisation across the

business. We are developing our net zero transition

plan and will consider if this would be appropriate for

the Group in future years.

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Climate-related financial disclosures continued

GHG emissions and related risks (4b)

We have calculated our full 2025 GHG footprint for our business, covering absolute Scope 1, 2

(market and location-based) and 3 emissions and GHG emissions intensity ratio. Here we present an

overview of our GHG emissions performance for 2025. For more information on activities delivered

during the year to reduce GHG emissions, refer to the Responsible Business section on page 42.

Independent assurance

Independent Limited Assurance of the 2025 Streamlined Energy and Carbon Reporting metrics, 2025

GHG inventory and the 2021 rebaselined GHG inventory was carried out by DNV, in accordance with

DNV’s assurance methodology VeriSustain

and the International Standard on Assurance Engagements

(ISAE) 3000 revised standard. For more details on the engagement and methodology, please refer to the

Assurance Statement available on the Responsible Business pages of our website at www.wickesplc.co.uk.

Streamlined Energy and Carbon Reporting (SECR)

This table represents the information for the current and previous reporting periods that we are required to

report in accordance with the Large and Medium-Sized Companies and Groups (Accounts and Reports)

Regulations.

Selected metrics have been subject to Independent Limited Assurance by DNV. DNV’s limited

Assurance Statement is available on our website: www.wickesplc.co.uk/company/responsible-

business/policies-and-reporting

SECR metrics

Group/UK 2024

emissions

1,2

Group/UK 2025

emissions

1,3

Annual GHG emissions Scope 1 and 2 location-based (tCO

e) 21,082 20,111

Annual GHG emissions Scope 1 and 2 market-based (tCO

e) 12,406 12,977

Annual energy use (kWh) 99,273,071 99,912,212

Emissions intensity: Scope 1 and 2 location-based (tCO

e/1,000sq ft) 2.8

2.8

Emissions intensity: Scope 1 and 2 market-based (tCO

e/1,000sq ft) 1.6

1.8

1 The Group does not conduct any activities in the offshore area.

2 Includes all energy consumption from subsidiaries Wickes Building Supplies Ltd and gas consumption from Gas Fast Ltd. (trading as Wickes

Solar) (excluding diesel consumption from Wickes Solar’s fleet of three vehicles).

3 Includes all energy consumption from subsidiaries Wickes Building Supplies Ltd and Gas Fast Ltd. trading as Wickes Solar.

4 In 2024 Annual Report and Accounts the emissions intensity metrics were reported as 3.2 for location-based Scope 1 and 2 emissions, and

1.9 for market-based Scope 1 and 2 emissions. These were calculated from the floor area of stores only. We have updated these to reflect the

total floor area, including our Distribution Centres.

Climate-related financial disclosures continued

Methodology

We have reported our GHG emissions and

energy consumption in accordance with the

Large and Medium-Sized Companies and

Groups (Accounts and Reports) Regulations.

To calculate our SECR emissions, we have followed

the GHG Protocol Corporate Accounting and

Reporting Standard. The organisational reporting

boundary is based on operational control. We have

included all of our stores and Distribution Centres

which fall within our operational control boundary,

and excluded any energy usage and associated

emissions by other companies also operating on our

premises. Scope 2 emissions have been calculated

using both location and market-based approaches.

We have reported all of the Company’s fuel and

electricity consumption activities (the Company

does not conduct any activities in the offshore area):

– Natural gas consumption (Scope 1)

– Diesel consumption (Scope 1)

– LPG (Scope 1)

– Electricity consumption (Scope 2)

Energy consumption figures in kWh were obtained

from natural gas and electricity invoices and

consolidated centrally across Wickes’ sites.

Fuel consumption for the vehicle fleet (including

forklifts) and the sprinkler pump house was

obtained through mileage and invoice data, which

were subsequently converted into kWh using

conversion factors for passenger and delivery

vehicles from the UK Government’s 2025 GHG

Conversion Factors for Company Reporting.

For more detail on our emissions calculations

and methodology, our methodology

statement is available to view on our website:

www.wickesplc.co.uk/company/responsible-

business/policies-and-reporting.

Energy efficiency action

In 2025, we saw an increase in our total

energy use of 0.6% compared to 2024, which

reflects the increased business activity.

We implemented a range of energy efficiency

measures across our property estate

throughout 2025 to address electricity, gas

and diesel consumption which include:

– LED lighting upgrade: We have continued to

upgrade our estate lighting to LEDs. By the end of

2025, 94% of our stores have been upgraded.

– Solar photovoltaic (PV) panels: We have continued

site assessments to identify opportunities for

onsite renewable energy generation. By the end

of 2025, 13 stores now have onsite solar PV

panels fitted.

– Behaviour change programme: In 2025 we have

continued to report to stores on their individual

energy use, targeting our support to stores with

the highest footprints. We have also rolled out an

energy dashboard to ensure continued ease of

engagement for our leaders across stores.

– Replacement of diesel forklifts: We have continued

the replacement of diesel forklift trucks with

electric powered forklifts. By the end of 2025, 90%

of stores have only electric powered forklift trucks.

– ASHPs: We have installed ASHPs in two new

stores, meaning a total of ten stores now operate

with electric only heating.

In 2025, we submitted our first annual

progress update to the Environment Agency,

as required by the mandatory Energy Savings

Opportunity Scheme (ESOS) Phase 3.

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

GHG emissions reporting

Methodology

We measure our GHG footprint across all three Scopes, in line

with the WBCSD and World Resources Institute’s Greenhouse Gas

Protocol Corporate Standard. We currently use standard emissions

factors for key materials. We continue to develop our approach,

with key assumptions detailed in our methodology statement

and key exclusions detailed in the footnotes of the table.

More detail on our emissions calculations and methodology, as well

as a full inventory of our GHG emissions, is available on our website

www.wickesplc.co.uk /responsible-business/policies-and-reporting

Independent assurance

Selected metrics have been subject to the Independent Limited

Assurance exercise carried out by DNV in 2025 and 2026.

DNV’s Assurance Statement and previous assurance

statements are available on our website: www.wickesplc.co.uk/

company/responsible-business/policies-and-reporting.

GHG Protocol Scopes and categories

2021 2024 2025

Rebaselined

emissions

(tCO

Assured

rebaselined

emissions

(tCO

Calculated

emissions

(tCO

Calculated

emissions

(tCO

Scope 1 16,076 17, 333 12,399 12,962

Scope 2 (location-based) 9,410 9,410 8,683 7,149

Scope 2 (market-based) 15,937 15,937 7

Scope 1 and 2 (location-based) 25,486 26,743 21,082 20,111

Scope 1 and 2 (market-based) 32,013 33,270 12,406 12,977

Scope 3 category 1– Purchased goods and services 1,226,479 1,168,178 1,159,225 979,228

Scope 3 category 4 – Upstream transportation 129,149 121,020 85,566 95,311

Scope 3 category 11 – Use of sold products 216,156 239,911 173,469 175,911

Scope 3 category 12 – End of life treatment 117,277 129,294 121,127 141,750

Scope 3 other

(categories 2, 3, 5, 6, 7, 9 and 13) 44,792 30,806

40,778 42,118

Scope 3 1,733,853 1,689,209

1,580,165

1,434,318

Total Scope 1, 2 and 3 (location-based) 1,759,439 1,715,952

1,601,247

1,454,429

Total Scope 1, 2 and 3 (market-based) 1,765,866

1,722,479

1,592,571

1,447,295

1 The 2021 rebaselined emissions reported in 2024 were independently assured in 2025. When going back to the 2021 source data, we found some gaps in the original evidence. In order to

present the most accurate data possible, estimated data based on the evidence available was used leading to small variances in most categories. None of the changes were found to be material,

and remain under the 5% threshold set out in our Emissions Recalculation Policy. Please note these assured figures exclude Scope 3 categories 2 and 6.

2 Emissions arise from the electricity consumption of Gas Fast Ltd (trading as Wickes Solar) which is not part of the Wickes Building Supplies Ltd renewable electricity contract.

3 Excludes Scope 3 categories 8, 10, 14 and 15 as these are not included in the Group’s operational boundary.

4 Scope 3 category 2 (Capital goods) and category 6 (business travel) were excluded from the 2021 assured rebaseline calculations due to gaps in the original evidence.

5 Excludes Scope 3 activities carried out by Gas Fast Ltd.

6 The information presented has rounded down the decimal places to the nearest whole number.

7 Corrected following a misprint in the 2024 Annual Report and Accounts which stated 1,765,965 tCO

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Climate-related financial disclosures continued

Risk management overview

A structured approach to managing risk effectively is

crucial at Wickes, as this ensures that we can meet

our strategic objectives in a balanced and insightful

way and maintain an appropriate risk culture in line

with the expectations set by the Board.

Our risk framework

Our principal risks and risk appetite assessments are

constantly evolving, in line with the ever-changing

environment in which we operate. The Board

is ultimately responsible for ensuring effective

management of risk across the Group. The Audit

and Risk Committee, acting on behalf of the Board,

is responsible for ensuring the effectiveness of risk

management at Wickes. This involves reviewing our

principal risks and any emerging risks, which effects

our strategy, operations or customers.

The three lines model is designed to provide a

practical blueprint of how effective governance, risk

management and internal control processes should

work together.

Management, as the first line, owns, manages

and monitors risks, and the controls that support

day-to-day operations. Risk and compliance

functions act as the second line, providing expertise,

challenge and oversight to help ensure risks and

controls are designed and operating effectively

across Wickes. Group Internal Audit, as the third line,

provides independent and objective assurance on

the effectiveness of governance, risk management

and internal controls. Together, the three lines

provide assurance that risks are being managed

appropriately.

In accordance with the three lines model, the

Executive Board maintain day-to-day responsibility

for identifying and managing risks in line with the

risk appetite established by the Board. Throughout

the year, risk was a standing agenda item during

Executive Board meetings, where individual

corporate-level risks were discussed and emerging

risks were considered. Additionally, the biannual

Executive Risk Committee provided an opportunity

to review and challenge the principal risks and the

underlying Corporate Risk Register. This ensured that

the risk position reported to the Board accurately

reflected the risks encountered.

Board oversight

Top down

Oversight,

identification,

assessment and

mitigation of

risk across the

Company.

Bottom up

Identification,

assessment and

mitigation of

risk across key

functional areas.

Risk management process

Develops vision

and strategy

Defines organisational

Code of Business

Ethics

Sets risk appetite

and tolerance

Monitors the nature

and extent of principal

risk exposure

Risk identification

and assessment

Identifies and prioritises

relevant risks, assigning

responsibilities at

operational/

functional level.

Risk

mitigation

Ensures internal

control systems are

embedded across

the business.

Risk monitoring

and reporting

Ensures mitigating

actions are monitored

and implemented.

Escalates risk identified

at operational or grass

roots level to Executive

Board, Audit and Risk

Committee and the

Board.

Continuous

improvement

Reviews the outputs of

the risk management

process, identifies

improvements and

supports the further

embedding of effective

risk management

processes within the

business.

Executive Board

Represents all key functions

and teams of Wickes.

Maintains policies and

programmes, monitors risk

exposure, mitigation and internal

controls, and manages business

risk on a day-to-day basis.

Audit and Risk Committee

Reviews the design and

implementation of Wickes’

risk management and internal

control programmes.

Supports the Board in monitoring

exposure against risk appetite.

Group Internal Audit

Supports Wickes to identify risks

and gaps in compliance, and

recommends mitigating actions.

Facilitates the maintenance

of the Corporate Risk Register

and monitors progress in the

mitigation of each risk.

Reviews and tests the

effectiveness of internal controls

and provides assurance.

Risk

management

process

Lines of defence

3rd line

2nd line

1st line

Our approach to risk

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Low

Impact

High

How we identify and manage our risks

Risk appetite and risk scoring

The Board, through the Audit and Risk Committee,

conducted a thorough review of risk appetite levels

during 2025. This review aimed to ensure that the

Group’s strategy continues to be supported by the

risk management process and reflects the level

of risk the Board deems appropriate for each risk

category. Through this process, the Board confirmed

that the established risk appetite levels are suitable

with minor adjustments made.

In addition to reviewing appetite, the Audit and Risk

Committee, as part of their delegated responsibilities,

examined the risk scoring methodology to ensure

the overarching risk assessment framework remains

effective. This included evaluating risk appetite and

its associated score against scenarios presented in

the Group’s viability assessment found on pages 70-

71. Consequently, the Board remains confident in the

robustness, applicability and effectiveness of the risk

management process.

Emerging and evolving risks

In addition to the Board and Audit and Risk

Committee maintaining a watching brief on any

emerging risks and adverse trends, Executive Board

risk owners carry out regular reviews across their

areas of responsibility between Board and Audit

and Risk Committee meetings. As risks emerge or

change, the Group updates risk entries within the

Corporate Risk Register, including revisiting likelihood

and impact scores. Where a distinct focus is required,

management considers adding new risks so that

emerging issues receive appropriate oversight and

the impact of applied mitigations can be tracked.

As in previous years, an Executive Risk Committee,

whose membership comprises all members of

the Executive Board, conducts a formal half-yearly

review of the Group risk profile. The Executive Risk

Committee reviews proposed changes to individual

risks, challenges underlying assessments and

validates these changes against its understanding

of the business, the Group’s operational context

and the principal risk landscape. Output from the

Executive Risk Committee is presented to the Audit

and Risk Committee.

Following cyber attacks that impacted the retail

sector throughout 2025, the Board and the Audit

and Risk Committee increased their oversight of

the Group’s cyber risk and resilience which has

included seeking independent testing and assurance

over the Group’s arrangements. Reflecting the

significant impacts that were reported by affected

businesses, the Group has re-evaluated its cyber

risk scoring revising both gross and net risk

scores. Improvements continue to be made in

strengthening cyber security which remains a

priority for investment.

Previously reported emerging risks, including those

relating to the impacts of the cost of living crisis and

supply chain issues continue to be under review

and their management is now embedded within our

business-as-usual processes.

Recent geopolitical conflicts have the potential

to place further pressure on global supply chains

by disrupting key trade routes and also to cause

energy inflation, which would increase direct running

costs and could dampen consumer demand. We

regularly reassess our supply chain resilience and

seek to diversify sourcing strategies to mitigate

the operational and financial risks associated with

ongoing tensions whilst maintaining the value we

deliver to our customers.

Although an established risk, the changing impacts of

climate change (both physical and transitional risks)

continue to be both a concern and an opportunity

as we look to expand the ways we can support

our customers to make more sustainable choices.

Further details on our approach to sustainability in

the home can be found on pages 44-45.

Principal risks and uncertainties

To understand our principal risks and the themes

behind them, we carry out detailed assessments of

contributory risks.

Through the year, these reviews confirmed that the

12 principal risks previously identified remain a fair

reflection of Wickes’ principal risks and uncertainties

in 2025. We did not make material changes to these

risks during the year. The principal risks are:

Cyber and data security

Business change

Brand integrity and reputation

Legal and regulatory compliance

IT operations

Growth strategy

Climate change

People and safety

Commercial and supply chain

Financial management

Customer experience

Stores, distribution and installations

Throughout the year, the Board, supported by the

Audit and Risk Committee, hasundertaken a robust

assessment of the emerging and principal risks

facing the Group, including those that would threaten

its business model, future performance, solvency

orliquidity.

To support this assessment, the risk map opposite

shows the relative likelihood and impact for Wickes’

principal risks, and the movement of risks across the

period under review. A more detailed assessment

of each principal risk is provided over the next

fewpages.

Heat map

Risk decreasing

Risk stable

Risk increasing

Low

Likelihood

High

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Risk management overview continued

Principal risks and uncertainties

Cyber and data security

Stakeholder groups Strategic growth levers

Risk trend

Executive responsibility

CEO, General Counsel and Company Secretary, and Chief Information Technology Officer

Risk description

The availability and security of our IT systems and accurate data is critical for us to operate successfully whilst maintaining

the security of colleague, customer and Company confidential data. A key system being unavailable or suffering a security

breach could lead to operational difficulties, loss of sales, increased costs, legal and regulatory penalties, reputational

damage and loss of stakeholder trust.

Risk trend

In light of recent large-scale cyber incidents affecting retailers, the Group has increased both the gross and net risk

assessment. Wickes recognises the critical importance of safeguarding its digital infrastructure against potential threats.

Ongoing investment continues to be made to strengthen cyber resilience, detection and recovery capabilities, to protect critical

systems and data, while maintaining stakeholder confidence.

Mitigations

– Ongoing investment in cyber security controls aligned to the Group’s technology strategy.

– Replacement of legacy systems with more secure, resilient platforms.

– Mandatory cyber security and data protection training for colleagues, including phishing awareness.

– Regular testing of security measures to prevent, identify and address unauthorised activities.

– Supplier evaluation and third party contracting processes, to ensure robust security and data protection measures during

onboarding and contract renewal.

– Security by Design approach.

– Data protection and information security policies and procedures, subject to regular review.

– A resilient incident response capability underpinned by access to dedicated cyber security specialists.

– Board and Executive Board oversight through regular reporting and dedicated management committees for data and

information security, and AI.

– Independent assurance over cyber and data security controls, including third party cyber maturity assessments, with

outcomes reported to the Audit and Risk Committee and the Board.

Business change

Stakeholder groups Strategic growth levers

Risk trend

Executive responsibility

Executive Board

Risk description

The nature and pace of change can have a significant influence on our business. Keeping pace with, and where possible

being ahead of, change is a business imperative without which we will be unable to achieve our strategic goals.

Risk trend

In the context of our multi-year transformation programme, the principal risk associated with business change is a critical

focus for the Group. We are undertaking significant levels of change to enhance our operational efficiency, customer

experience and market competitiveness. The increase in this principal risk arises due to the acceleration in transformation

activity, particularly in the area of foundational technology systems. We remain confident in our change management

capability and our proven track record of delivering large scale change programmes (such as the demerger).

Mitigations

– Executive and senior leadership oversight, with clearly defined responsibilities and the monitoring of emerging demands

and impacts, supported by a cross-functional senior business owners group.

– Governance frameworks to prioritise, coordinate and monitor change across the business.

– Programmes for customer insights and brand monitoring are in place to track trends and assess impacts.

– Key metrics and management information to monitor progress, identify emerging risks and assess impacts.

– Business and technology strategies aligned to support a continuous change agenda.

– Colleague engagement, learning and development to support effective adoption of change.

– Subject matter experts and project managers are actively involved in project scoping and delivery, with change

management expertise embedded within functional areas.

– Independent review and assurance of major transformation programmes, including external reviews of programme

governance and delivery.

Strategic growth levers

Winning for trade

Accelerating Design

& Installation

DIY category wins

Store investment

Digital capability

Enhanced store service

model

A winning culture

Stakeholder groups

Colleagues

Customers

Suppliers

Installers

Communities

Shareholders

Government and

regulators

Risk trend

Decreasing

Increasing

Stable

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Brand integrity and reputation

Stakeholder groups Strategic growth levers

Risk trend

Executive responsibility

Executive Board

Risk description

Maintaining and growing our brand integrity and brand reputation underpins our long term strategic aims, allowing us to

maintain and grow our position in the home improvement market. Failure to do so may prevent us from achieving our

strategic objectives.

Risk trend

In the dynamic retail landscape, maintaining brand integrity and reputation is a principal risk that demands vigilant attention.

As Wickes continues to grow its market share and uphold a strong brand image, safeguarding these assets is paramount to

our ongoing success.

Our brand represents a promise of quality, reliability and innovation to our customers, and any compromise could have

far-reaching implications for our business. We are committed to preserving our brand integrity through consistent delivery of

exceptional products and services, transparent communication, and adherence to ethical standards. By proactively managing

this risk, we aim to reinforce customer trust, sustain our competitive edge and ensure the long term prosperity of our brand in

the marketplace.

We also recognise the importance of our brand and reputation to shareholders and maintain a strong focus on probity and

integrity throughout Wickes in line with our cultural values.

Mitigations

– Key regulatory and statutory reporting requirements are well understood and regularly reviewed to ensure

ongoing compliance.

– Established corporate communications framework, including policies, approved spokespeople and trained representatives.

– Comprehensive due diligence for key partnerships and collaborations to protect brand integrity and reputation.

– Regular interactions with current and potential investors, including store visits and conference attendance, are conducted.

– Independent review of financial statements and market communications by external advisors prior to publication.

– Systematic monitoring of online tags and mentions across various media channels provides insights into external

perceptions of the Wickes brand.

– Detailed and frequent customer surveys and listening groups offer insights into customer opinions and perceptions

of Wickes, informing strategies and confirming the effectiveness of activities.

– The Wickes brand, customer service, and Company culture are prominently featured during recruitment and new colleague

inductions.

– Customer Experience groups are established to gather feedback and engage with customers.

Legal and regulatory compliance

Stakeholder groups Strategic growth levers

Risk trend

Executive responsibility

General Counsel and Company Secretary, and the Executive Board

Risk description

We operate in an increasingly regulated environment, and we must comply with a broad range of laws, regulations and

standards.

Failure to comply with or to take appropriate steps to prevent a breach of these requirements could result in formal

investigations, legal and financial penalties, reputational damage and other consequences for the business, its colleagues

and Directors.

Risk trend

In the ever-evolving landscape of legal and regulatory requirements, Wickes recognises the importance of continuously

evolving its compliance systems to mitigate associated risks.

As a prominent business within our sector, we are committed to upholding high standards of legal and regulatory compliance

across all aspects of our operations. Our established processes and systems are designed to ensure adherence to relevant

laws and regulations, safeguarding our reputation and operational integrity.

We continuously develop and refine our approach to compliance, integrating best practices and proactive measures to address

emerging challenges. By prioritising legal and regulatory compliance, we aim to protect our stakeholders’ interests and sustain

our growth trajectory in a responsible and ethical manner.

Mitigations

– A Code of Business Ethics is established, supported by legal and regulatory compliance policies that undergo regular review.

– Mandatory, risk-based training across key compliance areas (including health and safety, data protection, consumer credit,

competition law, pricing and promotions, green claims, modern slavery, bribery and corruption, fraud, market abuse, and

age-restricted sales), with enhanced and tailored training for high-risk roles.

– Dedicated teams of subject matter experts are present across the business, covering areas such as health and safety,

responsible sourcing, quality, and sustainability, supported by our Legal team actively monitoring legal and regulatory

developments.

– Supplier Code of Conduct embedded within contractual terms and monitored through our ethical audit programme.

– An anonymous whistleblowing service is available for colleagues, suppliers and other third parties to report concerns

confidentially. All reports are fully investigated and action taken where appropriate.

– A review and escalation process is in place for any incidents that occur, to ensure full root case analysis is completed and

learnings adopted, and that issues are escalated appropriately. Any incidents are also discussed and reported to the

Compliance Oversight Committee which monitors legal and regulatory compliance across the Group.

– Key compliance risks are overseen through dedicated management committees, including consumer credit, AI, and data

and information security controls, with quarterly reporting to the Executive Board and twice-yearly reporting to the Board,

and more frequent reporting for inherently higher-risk areas such as health and safety.

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Principal risks and uncertainties continued

IT operations

Stakeholder groups Strategic growth levers

Risk trend

Executive responsibility

Chief Information Technology Officer

Risk description

As a digitally-enabled business, reliable, available and appropriate back-office and customer facing IT operations underpin

the delivery of every aspect of our strategy.

Separate from cyber security, the maintenance of our IT estate is a critical success factor to our short, medium

and long term success. Failure to manage our IT operations effectively may impact sales and our ability to operate

as a business.

Risk trend

In today’s fast-paced retail environment, efficient IT operations are crucial to driving strategic success and

operational excellence.

At Wickes, we recognise this and have made significant investments in back-office systems as well as customer facing

platforms to streamline processes and leverage technology as a multiplier. A central in-house Technology function now

provides governance, assurance and architectural oversight of IT services delivered by third party suppliers, ensuring

performance, security and resilience remain aligned with business objectives. By continuously investing in and refining our IT

capabilities, we ensure that our operations remain agile, secure and responsive to the evolving needs of customers and the

business, thereby reinforcing our competitive position in the market.

Mitigations

– An IT roadmap has been established and is regularly reviewed to ensure alignment with future business needs.

– Confirmed investment levels in IT operations are secured within the strategic plan.

– Key IT capabilities have been successfully in-sourced, providing in-house expertise to support our digital transformation.

– A robust change management process is in place to identify and manage the impacts of change across the business,

supported by effective governance.

– An effective policy framework is established to guide colleagues.

– Key IT controls are implemented to manage, monitor and protect systems and infrastructure.

– Disaster recovery protocols are based on recognised industry standards.

Growth strategy

Stakeholder groups Strategic growth levers

Risk trend

Executive responsibility

CEO and Executive Board

Risk description

Our aspiration to grow market share in the competitive home improvement sector is a fundamental driver for our investment

in stores, technology, products and our people. Failure to achieve our growth strategy may limit the level of investment we are

able to make towards realising our future ambitions.

Risk trend

Against a backdrop of ongoing economic pressure and a challenging financial outlook for customers, Wickes remains

committed to expanding market share through its proven growth levers and efficient operating model.

We have consistently grown market share over the last six years, through volume-driven growth, even without having grown

our net selling space. Customers continue to choose Wickes for our unique combination of value, convenience and speed. This

has been enabled by our ongoing investments in our store estate and digital capability to deliver an enhanced multi-channel

shopping experience.

Mitigations

– Clear strategies are in place for advertising, marketing, pricing and brand positioning, informed by ongoing market research.

– Innovation is embedded within our strategic planning process, with defined targets and performance metrics used to

assess progress and inform decision making.

– A diversified product portfolio and defined routes to market to deliver all three customer journeys: Local Trade, DIY and

Design & Installation.

– The 4C customer model embedded across the business, supported by consistent brand and customer service standards.

– Regular review of customer journeys and end-to-end service expectations to ensure alignment with evolving

customer needs.

– Strong customer insight through focus groups, customer closeness programmes and ‘mood of the nation’

sentiment monitoring.

– Store investment, with a robust location planning and evaluation process for new sites using geodemographic forecasting

models.

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Climate change

Stakeholder groups Strategic growth levers

Risk trend

Executive responsibility

Executive Board

Risk description

The success of our business relies on the Group operating sustainably over the long term and our stakeholders need to be

assured that we are acting responsibly across our operations and supply chains.

Physical risks from extreme weather events and transition risks from potential stringent regulation, or failure to efficiently

decarbonise our value chain, could increase costs and impact operational flexibility.

Failure to positively change our impact on the environment would fall short of stakeholder expectations which could lead to

reputational damage and impact our financial performance.

Risk trend

While the external policy and market environment continues to evolve, the stable risk trend reflects the Group’s progress in

embedding climate considerations into strategic decision making and long term planning. Ongoing focus is placed on

understanding exposure, maintaining resilience and supporting the transition to a more sustainable operating model.

During the period, we continued to develop our net zero transition plan and improve our carbon measurement, including

implementing a greenhouse gas (GHG) emissions software platform. As over 95% of our GHG footprint relates to the products

we sell, we continued to engage with key suppliers and collaborate with the global home improvement industry.

Mitigations

– Assessment of physical and transitionary climate change-related risks (see TCFD statement on pages 51-61).

– Allocation of capital across the five-year plan to enable further operational carbon reductions.

– Approved updated near term science-based targets to reduce Scope 1 and 2, and most material Scope 3, emissions.

– Integration of carbon reduction targets into the Executive Board’s long term incentives.

– Active engagement and collaboration with strategic suppliers to support supply chain decarbonisation, including

participation in industry-wide initiatives such as the BRC’s Climate Action Roadmap and EDRA/GHIN’s Make it Zero

initiative.

– Dedicated sustainability capability overseeing delivery, monitoring policy and regulatory developments, future carbon

pricing and stakeholder views.

– Improved GHG data handling capability with implementation of GHG emissions software platform, and independent

verification and assurance of GHG inventory.

– A high-level study of nature-related risks and opportunities, to prepare for future disclosures against frameworks such as

the Taskforce on Nature-related Financial Disclosures (TNFD).

People and safety

Stakeholder groups Strategic growth levers

Risk trend

Executive responsibility

Chief People Officer, Chief Operating Officer and Executive Board

Risk description

Our people are our biggest asset; together we are all responsible for making Wickes successful and providing the best

service possible to our customers. Failure to support our colleagues effectively and in the right way may impact their ability

to bring ‘their best selves to work’ and therefore our ability to meet our strategic objectives.

Maintaining the safety of our colleagues and customers in store and during installations in their homes is a key priority.

Risk trend

At Wickes, the safety and wellbeing of our people are paramount, and we remain committed to fostering an inclusive and

supportive workplace. This ongoing focus has shown tangible benefits, reducing our risk exposure in this area.

Our ‘Feel at Home’ colleague-led inclusion and diversity programme remains central to our people strategy. During H1 2025,

we implemented active bystander training for over 1,000 line managers, equipping them with the skills to address incidents of

racism, sexism and other forms of discrimination.

Our achievement of Level 2 Disability Confident Employer status reflects our dedication to creating an environment where

everyone can thrive. To support career development, we also launched a new self-learning and development platform

accessible to all colleagues.

We have also defined our employer brand that governs our approach to the development of our people, products and services,

with leadership behaviours embedded throughout the organisation that drive our culture. Together, these elements help

protect and sustain the business by aligning behaviours, decision making, and people practices with our strategic objectives.

Mitigations

– Strong health and safety governance, including regular Board-level reviews and a monthly Incident Review Board chaired by

the COO which performs root cause analysis and disseminates mitigations across the business.

– A safety management framework defines responsibilities, training requirements, controls and assurance processes

for managing health and safety risks.

– Established incident, near-miss and accident reporting processes, supported by action tracking and organisational learning.

– Assurance of health and safety systems through operational checks, and independent audits by the second line Stay Safe

team.

– A people strategy with formal oversight through the Executive People Forum, reviewed monthly to ensure effective

governance and alignment with business priorities.

– A modern flexible working model, complemented by a strong benefits package and a supportive and inclusive culture,

designed to meet market expectations and support recruitment, retention and wellbeing.

– Recruitment, marketing and specific campaigns target early career levels, such as apprentices, using social media and

other channels to enhance brand awareness and attract diverse talent pools.

– The ‘Feel at Home’ colleague-led inclusion and diversity programme.

– The Future Leaders Programme identifies potential successors and offers training to develop their skills.

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Principal risks and uncertainties continued

Commercial and supply chain

Stakeholder groups Strategic growth levers

Risk trend

Executive responsibility

CEO, Chief Operating Officer and Chief Commercial Officer

Risk description

Effective management of our commercial relationships with suppliers and our wider supply chains helps provide a platform

which enables the business to provide an excellent level of customer experience. Working in partnership with our suppliers,

we are able to support sustainable, long term relationships based on fairness and trust. Failure to do so may impact our

ability to manage our product costs and ensure the availability of products.

Risk trend

Wickes continues to demonstrate resilience and adaptability in its commercial and supply chain operations. Throughout the

year, our processes have continued to mature and have proven robust in the face of external factors affecting the industry. This

ongoing evolution underscores our commitment to maintaining a reliable and efficient supply chain, ensuring that we can

consistently meet customer demands and uphold our service standards.

Mitigations

– Contractual agreements with all GFR suppliers and GNFR suppliers over £20,000 annual spend, with business continuity

plans in place for key suppliers.

– A defined procurement policy and procedures are in place, with supplier SMETA audits to safeguard the Wickes brand and

operations.

– Regular monitoring of, and engagement with, suppliers is conducted to understand their risks and potential impacts

on Wickes.

– A defined procurement and supplier assurance framework, including minimum requirements, risk assessment (SORA) and

verification of relevant accreditations prior to engagement, supported by ethical audits (e.g. SMETA) and

SEDEX membership.

– Robust stock management and demand forecasting processes to support availability and mitigate supply chain disruption.

– A clear strategic vision for our product range, with consumer trends monitored to inform product selection.

Financial management

Stakeholder groups Strategic growth levers

Risk trend

Executive responsibility

Chief Financial Officer

Risk description

Managing finances, including understanding and managing the impact of external influences on our costs, revenue and cash

flows is key to our long term success.

It helps to ensure that we are able to continue investing in our growth levers, operational capability, and digital and IT

innovation.

Failure to effectively manage our financial position sustainably may result in the inability to invest in the future of Wickes and

meet our short and long term liabilities.

Risk trend

Wickes is committed to maintaining robust internal controls and enhancing its financial reporting capabilities. As part of our

preparations for Provision 29 reporting, we have made improvements to our internal processes and control systems, ensuring

greater accuracy and reliability in our financial disclosures (see pages 75 and 99 for details).

Recognising the critical role of technology in supporting key financial processes, we are poised to invest further in IT systems

that will bolster our financial management infrastructure. These strategic initiatives underscore our dedication to upholding the

highest standards of financial integrity and transparency.

Mitigations

– A clear cash management approach including defined policies, roles, responsibilities and a scheme of delegated authority.

– Timely financial reporting and management information provided to senior management and the Board to support

oversight and decision making.

– Robust financial planning and forecasting processes, incorporating cash flow forecasting, stress testing, sensitivity analysis

and viability modelling.

– An experienced and appropriately resourced Finance function to support financial governance, compliance and delivery of

the Group’s objectives.

– A strong control environment, including defined accounting policies, effective financial controls and regular internal audit

assurance over key financial processes.

Principal risks and uncertainties continued

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Customer experience

Stakeholder groups Strategic growth levers

Risk trend

Executive responsibility

CEO, Chief Operating Officer, Chief Marketing and Digital Officer

Risk description

Our success is dependent on providing our customers with the highest levels of customer service and a positive customer

experience that results in customers coming back to Wickes. Failure to maintain high standards of customer service and

experience may impact sales and brand reputation.

Risk trend

During the year, this principal risk has increased, reflecting the pace of change and expansion across customer channels,

including newer propositions, which has increased the operational complexity of customer interactions. With the introduction

of new systems, processes and operating models, there is an inherent bedding-in period as ways of working are refined and

optimised. This has resulted in a temporary increase in execution risk, requiring continued focus on service quality and

customer outcomes.

As part of our ongoing commitment to enhancing customer experience, Wickes has worked to simplify the customer journey,

unifying our Wickes Kitchens and Wickes Bathrooms offerings. This streamlined approach is reflected across all customer

touchpoints, including brochures, our website, advertising and promotions. In store, we have enhanced the customer journey

by ensuring new customers can interact directly with a Design Consultant at the outset of the design process, supported by

increased availability of consultants. Additionally, customers can now book appointments instantly with a Design Consultant

through our website, choosing their preferred store, thus replacing the previous telephone booking system. Our technological

solution for scheduling installers, overseen by our Customer Experience Centre, ensures a seamless multi-stage installation

process, further elevating the customer experience.

Mitigations

– Clear oversight of contact centre performance through defined service KPIs and formal change control governance,

supported by annual, quarterly and monthly business review processes.

– Regular management information packs and material controls monitor levels of customer dissatisfaction, speed and quality

of resolution, and underlying root causes.

– Customer Experience colleagues receive regular training to ensure effective management of customer complaints and

recalls.

– Quality control checks are conducted on products.

– The Corrective Action team is focused on addressing customer complaints and driving the resolution of any issues.

– The team has been restructured to better support issue resolution across design and installation.

– Excellent relationships are maintained with installers, including improved job allocation processes.

– High-quality training is provided to colleagues to ensure a high level of customer satisfaction is maintained.

– Improved work scheduling tool for installations.

Stores, distribution and installations

Stakeholder groups Strategic growth levers

Risk trend

Executive responsibility

CEO and Chief Operating Officer

Risk description

Effective operations support us in our drive to be the home improvement partner of choice, whether a customer opts to do it

themselves, hires local tradespeople or works with Wickes directly to achieve their home improvement dreams.

Failure to manage our operations effectively will impact our ability to provide the right level of customer help, the right volume

of stock to support their needs or a timely connection to our installation teams, reducing the high quality of customer

experience we strive to deliver.

Risk trend

Wickes continues to invest in its store network to modernise facilities, enhance showrooms and expand fulfilment space. Our

refit programme is yielding strong sales growth, particularly in the Design & Installation areas, by showcasing our

comprehensive kitchen and bathroom offerings. These upgrades improve the efficiency of multi-channel order processing,

supporting our 15-minute Click & Collect promise and boosting customer satisfaction.

Currently, 82% of our stores are in the new format, with recent refits and new store openings demonstrating promising

economic returns. As we progress through to 2026, our property plans remain on track, with additional refits and new store

openings planned, aiming for a total estate of around 250 stores in the medium term.

With ever-increasing demand for prime retail locations we have assessed this risk area as increasing, however, reflecting our

current store and distribution profile, we remain confident that this risk is well managed for the foreseeable period.

Mitigations

– Business continuity plans are clearly defined and regularly tested for stores, multi-channel distribution sites, warehouses

and head office.

– Key sites are secured with long term leases.

– 5 new stores opened and 11 store refits/refreshes have been completed in 2025.

– An installer network is established and trained to Wickes’ standards.

– An effective quality control review process is conducted for each installation.

– Store-level controls are in place to provide physical security measures to prevent and detect theft.

– Pricing across all stores is regularly reviewed.

– Strategic stock locations are set up to meet projected demand promptly.

– Logistics and delivery partners are carefully selected.

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Principal risks and uncertainties continued

Viability statement

Viability statement and going concern

Introduction

The UK Corporate Governance Code requires

companies to state 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 assessment. Several scenarios have been

modelled to support our viability statement,

which assess the impact of our principal risks

on the solvency and liquidity of the Company.

Assessment period

The Directors’ assessment of viability has been

made over a five-year period. This is considered

appropriate as it is consistent with the period

over which the Group considers its principal

risks and aligns with the Company’s five-year

plan, which is regularly presented to the Board,

and covers the period up to December 2030.

Assessment of prospects

This viability statement should be read in

conjunction with the description of the Group’s

business model and strategy, which are set out on

page 18 and 19 to 21, respectively. The Directors

assess the Group’s prospects on a regular basis

and in particular progress against the strategic

objectives set out in its five-year plan. The

plan delivers forecasts of the Group’s financial

performance including cash flows, and allows the

Directors to assess the Group’s liquidity position

and adequacy of funding. Sensitivity analysis of

the main assumptions underlying the plans is

also carried out. The plans are approved by the

Directors and financial budgets and KPIs are

subsequently used to monitor performance in the

Board’s monthly review of the Group’s results.

In its assessment of the Group’s prospects, the Board

has taken into account:

– Uncertain trading conditions and expectations of

the future economic environment, as well as the

potential influence of climate change on our

business. The continuing macroeconomic

uncertainty: despite the impact of these

uncertainties in 2025, the Group has increased

both revenue and profitability.

– The Group’s financial position: despite the ongoing

and increasing challenges of the wider economic

environment, the Company has reported a strong

set of results and positive operating cash flows,

with a continuing commitment to invest in our

business and deliver the Group’s capital allocation

policy. We have continued to demonstrate that

Wickes is resilient as a standalone entity and we

remain confident that our five-year plan shows

strong sustainable growth.

Assessment of viability

The scenarios for assessing the viability of the

Company were identified by considering the potential

impact of individual principal risks (as shown on page

63) and potential combinations.

All twelve principal risks have been considered

when completing the modelling. In total, six

individual scenarios have been created, with a

seventh severe-but-plausible ‘collective’ scenario,

which combines a number of the individual

scenarios to model a worst-case hypothetical

situation (as these could theoretically run together,

with different impacts on our business).

None of the individual scenarios modelled were

found to have an impact on the long term viability

of the Company over the assessment period. The

modelling showed we are in a strong position

to withstand each of the individual scenarios

with the exception of the revenue drop scenario

where a controlled and limited set of mitigations

would be required if the scenario materialised.

The collective scenario (see page 71 for more

detail) is more extreme and whilst the scenario is

plausible, it exceeds the impact of principal risks

which the Company has encountered in its trading

experience to date. Under this scenario, which

assumes dividends continue to be paid in line

with the capital allocation policy (2.5x cover), the

Group would remain cash positive supported by

controlled mitigating actions. If required, further

mitigation would be possible to improve the cash

position, for example reducing or delaying our

investment plans or to target cost savings. The

model does not assume use of the bank facility.

Additionally, reverse stress tests were performed

on each scenario to identify what level of sensitivity

on each scenario would cause the business to no

longer be viable, and the likelihood of these reverse

stress tests was considered and found to be remote.

Viability statement

Having assessed the current position, principal

risks and prospects of the Company, and taking

into account the assumptions above, the Directors

confirm 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 five-year assessment period.

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Scenario modelled Link to principal risks

Scenario 1

Reduced customer confidence and lower spending

Reduced customer confidence and lower spending, either through external economic factors or through loss of customer confidence in Wickes as a brand.

The budgeted sales increases are not delivered: sales decline in 2026 and return to growth in 2027.

Assumptions

Sales decline by 6% in 2026, followed by a recovery in 2027 of 2% above the growth percentage applied in the five-year plan but from a lower starting point,

followed by the five-year plan growth percentages for the subsequent years.

No change to margin and administrative costs.

Customer Experience

Growth Strategy

Brand Integrity

and Reputation

Scenario 2

Supply chain and cost management difficulty

Costs to obtain and distribute goods are impacted by internal factors (operational efficiency, people factors, IT operations) or external factors (macroeconomic

factors such as inflation, the cost implications of ESG, and the availability of goods and the costs of delivery). The business is able to maintain revenue levels but is

required to increase the cost base to do so.

Assumptions

No change to sales.

Margin rate reduced by 1%.

Commercial and supply chain

IT Operations

Stores, distribution

and installations

Climate change

Legal and regulatory

compliance

Scenario 3

Further increases in energy costs

Energy cost increases beyond the level currently budgeted. The business is able to maintain revenue levels but is required to increase the cost base to do so.

Assumptions

Energy costs are £5m above those budgeted in each year of the plan.

Financial management

Climate change

Scenario 4

Increase in payroll costs

A continued cost of living crisis and potential future increases in minimum wage results in salary increases in excess of those budgeted. The business is able to

maintain revenue levels but is required to increase the cost base to do so.

Assumptions

No change to sales.

Payroll costs increase by 5% more than the increase factored into the budget for 2026, with subsequent years applying the percentage increases in the five-year

plan from this higher starting point.

People and safety

Financial management

Scenario 5

Inability to deliver business change programme to budget or to time

The Company’s change programme to be delivered over the coming years is expected to be a key underpin for future growth. It includes significant investment in

the company’s core operational IT platforms, which will need to be carefully delivered to maximise business value, and minimise disruption. IT change programmes

are inherently risky and it is possible that it cannot be delivered to time or to budget.

Assumptions

Anticipated annual spend on business change programme is over budget in later years of the plan by 20% due to unforeseen impacts of technology or scope.

No changes to sales or margin.

Business Change

Scenario 6

Operational shock

A significant external disruption (e.g. a cyber attack or a disease outbreak) requires the business to shut down fully for a short period of time, returning to budget

after one month, as soon as the effects of the disruption have been addressed.

Assumptions

Zero revenue for two weeks, returning to budget within one month.

No change to gross margin percentage: all costs other than direct cost of stock assumed to remain in line with budget, as it is anticipated that any potential cost

reductions during a shutdown would be offset by increased costs required to mitigate the potential losses.

Cyber and data security

Scenario 7

A combination of scenarios set out above

This is seen as a worst-case scenario and whilst the scenario is plausible, it exceeds the impact of principal risks which the Company has encountered in its trading

experience to date. It includes scenarios 1 to 4 and 6. The combined scenario adapts the assumptions applied in the individual Scenario 1, with a 3% sales decline in

2026 followed by a recovery in 2027 of 1% above the growth percentage applied in the five-year plan but from a lower starting point, followed by the five-year plan

growth percentages for the subsequent years. Following the inclusion of the operational shock into the combined scenario, the Directors consider the likelihood of all 5

scenarios occurring in the going concern period and applying the same assumptions as the individual scenarios to be remote. The combined scenario does not include

Scenario 5, Business Change, on the basis that an operational shock would likely trigger a reconsideration of the timing and scope of the current change programme.

As above (Excluding

Business Change)

Going concern

The Group’s business activities, together with

the factors likely to affect its future development,

performance and position are set out in the Strategic

report, including the principal risks of the Group set

out on pages 64-69. The financial position of the

Group, its cash flows, liquidity position and borrowing

facilities are described in the Financial review on

pages 24-27. The Directors have considered the

above and how they may impact going concern.

They have also completed modelling for scenarios 1

to 4 and 6 opposite, as well as a severe but plausible

scenario which assesses the impact on the Group’s

liquidity headroom when combining these risks

together. When considering scenarios 1 to 6, the

Directors do not consider scenario 5, based on the

mitigating controls in place, will impact in the next 12

months and is therefore not included in their going

concern assessment.

As a result of this review, the Directors have a

reasonable expectation that the Group has adequate

resources to continue in operational existence for a

period of at least 12 months from the date of approval

of the financial statements and therefore consider

it appropriate for the Group to continue to adopt the

going concern basis of accounting in preparing the

annual financial statements. Furthermore, based

on the Group’s strong performance, prospects and

liquidity position, the Directors do not consider going

concern to be a critical accounting judgement.

Further detail in relation to the use of the going

concern assumption and the scenarios modelled

by the Directors are detailed in note 1 of the Group

financial statements.

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Viability statement continued

Non-financial and sustainability information statement

This table sets out where the

key content requirements of

the Non-financial information

statement (as required by

sections 414CA and 414CB of

the Companies Act 2006) can

be found in this document or

on our website.

Section 172 of the UK Companies Act 2006

Under Section 172 of the UK Companies Act 2006 (‘Section 172’) directors must act in the way that they consider, in good faith, would be most likely to promote

the success of their company. In doing so, our Directors must have regard to stakeholders and the other matters set out in Section 172. Our Section 172 statement

includes the information set out on pages 84-87 of the Governance report. Our stakeholders are set out on pages 85-86, along with details of how the business

engaged them during 2025. Page 87 gives examples of how our Directors have taken steps to understand the needs and priorities of these stakeholders when taking

decisions concerning the business. The relevance of each stakeholder group may vary depending on the matter at hand.

Non-financial matter Disclosures of policies and standards Page

Colleagues Section 172 statement: Colleagues

Board leadership and Company purpose

Responsible Business: People, Inclusion and diversity, Colleague voice

Responsible Business: Safety and wellbeing, Safety Policy

Nominations Committee report: Inclusion and diversity

Directors’ Remuneration report

78–79

32–37

46–47

10 2–113

Human rights Code of Business Ethics

Human Rights Policy, Modern Slavery and Human Trafficking Policy

Modern Slavery Statement

Social matters Section 172 statement

Responsible Business : People, Environment, Homes

84–87

32–45

Anti-corruption and anti-bribery Modern Slavery Statement

Anti-bribery Policy

Anti-fraud Policy

Whistleblowing Policy

48-49

48, 81

Environmental matters Response to Task Force on Climate-related Financial Disclosures (TCFD)

recommended disclosures

Principal risks and uncertainties: Climate change

Responsible Business: Environment

Responsible Business Committee report

Environment Policy

Responsible Sourcing Policy

Timber Sourcing Policy

51–61

40–43

100–101

Climate-related financial disclosures Response to TCFD recommended disclosures 51–61

Principal risks and impact of business activity

Principal risks and uncertainties, in particular, People and safety

Audit and Risk Committee report

94–99

Business model Business model 18–21

Non-financial key performance indicators Key performance indicators: GHG emissions, Store leadership diversity 23

1 Our Modern Slavery Statement is available on our website.

2 These policies can be found on our website.

The Strategic report has been approved by the

Board of Directors and is signed on its behalf by:

David Wood Mark George

Chief Executive Officer Chief Financial Officer

16 March 2026 16 March 2026

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Inside this section

74-88 Governance report

89-93 Nominations Committee report

94-99 Audit and Risk Committee

report

100-101 Responsible Business

Committee report

102-113 Remuneration Committee

report

114-116 Directors’ report

117 Statement of Directors’

responsibilities

Governance

Strategic report

Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Governance report

Dear Shareholder,

On behalf of the Board, I am pleased to present our

Governance report for the period ended 27 December

2025. This report sets out the governance processes

and structures we have inplace to support effective

decision making and the creation of long term value

for the benefit of our stakeholders as a whole. The

Board continues to be mindful of the value of good

governance and I am confident that our governance

framework is effective and supports the delivery of

our strategy and purpose.

Business strategy

During 2025, the Board directed its efforts towards

driving business efficiencies to navigate the

economic challenges and developing our growth

levers to ensure long term value creation. The

Board believes that the business has demonstrated

resilience and agility and is confident that the strategy

remains the right one for the long term success of

the business and that the right team is in place to

deliverit.

Board changes

There were no changes to Board membership in

2025. However, recognising that the majority of our

Non-executive Directors joined the Board at the

same time and are approaching five years’ service,

we have commenced a Non-executive Director

refreshment programme. We expect to appoint one

new Non-executive Director during 2026, following

which one of the existing Non-executive Directors

will step down. Further detail on Board composition

and tenure can be found on pages 90-91.

Diversity

The Board strongly supports diversity in its

broadest sense in the boardroom and across

the business. More details on our approach

can be found in the Nominations Committee

report on page 92. We recognise that there

remains opportunity to further increase the

diversity of the Board and this will continue to be

an area of focus in our Non-executive Director

recruitment process in 2026 and in future years.

Board performance review

We conducted an externally facilitated Board

performance review this year. I was pleased

with the outcome of the review which concluded

that the Board remains effective, demonstrating

good governance, a constructive, high-trust

environment, and continuous improvement since

the last review, with all Committees providing

strong support. There were no high priority

or urgent matters identified as needing to be

addressed. More details can be found on page 93.

Culture

Having strong governance standards, a clear

purpose and a healthy culture across the

whole business are key to our success. Wickes

has a special culture in which colleagues are

encouraged to be themselves and welcome

others, focus on what really matters and take

personal responsibility. It is a pleasure for me and

my colleagues on the Board to work with such

an engaged, inclusive and welcoming team and I

would personally like to thank all of our colleagues

for their continued dedication and hard work.

Christopher Rogers

Chair of the Board

16 March 2026

Introduction

to governance

Christopher Rogers, Chair of the Board

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

The Company has applied the Financial Reporting

Council’s (FRC’s) UK Corporate Governance Code

2024 (the ‘Code’) Principles and complied with all

the Code’s Provisions throughout the year ended

27 December 2025 with the exception of Provision

29 which comes into effect for financial years

starting on or after 1 January 2026. The Code is

available on the FRC’s website www.frc.org.uk.

Compliance with the UK

Corporate Governance Code 2024

Provision 29 of the UK Corporate Governance Code

Business readiness activities relating to changes brought by the Code, specifically the approach and

roadmap to achieve compliance with the amended Provision 29, has been akey focus for the Board in

2025. Initial phases included reviewing the current risk and controls framework, mobilising a new controls

team and sourcing a new Governance, Risk and Compliance system.

As a result of the work undertaken during the year, the business has defined and documented 30 material

risks and 36material controls to mitigate the Company’s principal risks. Material control performance

is being recorded and control owners have started to formally record their assessment of the design

and operational effectiveness of their controls. Management provided the Board with activity updates

throughout the year.

Key activities undertaken in 2025

February 2025 March 2025 April 2025 December 2025 December 2025

Definition of

materiality

Identification of

material risks

Implementation of

Governance, Risk

and Compliance

solution

Documentation of

material controls

Launch of first line

assurance activities

Materiality was

defined for the four

risk categories:

strategic and

financial,

operational,

financial/non-

financial reporting

and compliance.

Material risks were

identified from

the Group Risk

directly linked to

our principal risks.

A third party solution

was implemented

during the year

to evidence and

monitor the

operation of

material controls.

Material controls

were identified and

documented across

the business.

Control owners

and performers

started to record

the performance of

their controls and

perform regular

self-assessments.

Application of the Code

Pages

1. Board Leadership and Company Purpose

A. Effective Board 74-88

B. Purpose, values and culture 5-9, 18-21, 32-39, 78-79

C. Governance reporting 73-113

D. Stakeholder engagement 84-87

E. Workforce policies and practices 48-49, 81

2. Division of Responsibilities

F. Role of the Chair 88

G. Independence 81

H. Non-executive responsibilities 88

I. Board resources 81

3. Composition, Succession and Evaluation

J. Appointments to the Board 90-92

K. Board skills, experience and knowledge 76-77, 80

L. Board performance review 93

4. Audit, Risk and Internal Control

M. Internal and external audit 97-99

N. Fair, balanced and understandable review 94-99

O. Risk management and internal control 99

5. Remuneration

P. Linking remuneration to purpose and strategy 105

Q. Remuneration Policy review 105, 109

R. Remuneration outcomes 102-104, 106-107

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Governance report continued

Christopher Rogers

Non-executive Chair of the Board

Pronoun: He/Him

Appointment date: 23 March 2021

Skills and experience

Christopher has significant board, retail and finance experience gained

during his extensive executive career, having held numerous senior roles and

directorships in public companies. From 2005 to 2016, he was an Executive

Director of Whitbread plc, serving as Group Finance Director from 2005 to

2012 and as Global Managing Director of Costa Coffee from 2012 to 2016.

Christopher previously held senior roles in both the finance and commercial

functions of Woolworths Group plc, Comet Group plc and Kingfisher plc. He was

a Non-executive Director and Audit Committee Chair of Vivo Energy plc from

April 2018 to July 2022 and a Non-executive Director of Travis Perkins Plc from

September 2013 to April 2021, where he was Senior Independent Director from

November 2015 to April 2020. In addition, Christopher served as a Non-executive

Director of Sanderson Design Group Plc from April 2018 until January 2025,

where he chaired the Remuneration Committee from April 2019 to January 2025.

Contribution

Christopher brings many strengths to his role as

Chair of the Board, in particular his leadership; strategy,

commercial and financial acumen; his deep grounding and

understanding of corporate governance, risk management,

compliance and regulatory issues; his experience

in M&A and corporate transactions; and experience

both internationally and in retailing and operations.

External appointments

– Senior Independent Director of Kerry Group plc

– Chair of Mitie Group plc

David Wood

Chief Executive Officer

Pronoun: He/Him

Appointment date: 23 March 2021

Skills and experience

David is a highly experienced executive and CEO with over 30 years in the retail

and consumer sector and extensive board-level experience in the UK, Europe and

North America, having spent the majority of his career with Tesco, Unilever and

Mondelez. David served as Commercial Director on the Board of Tesco Hungary

from 2010 to 2012 and between 2012 and 2015 he served on the UK Operating

Board of Tesco plc as Chief Marketing Officer and Group Managing Director.

David was Group President of Kmart Holding Corp from 2015 to

2017, followed by a brief tenure as CEO of Mothercare plc in 2018.

David joined Wickes as CEO on 28 May 2019 when Wickes was

part of Travis Perkins Plc in anticipation of the demerger.

Contribution

David is an engaging leader with extensive and

international experience in retailing and operations.

He has significant experience in change management,

strong strategic and commercial acumen, and a proven

record in brand building and marketing. David’s strong

leadership and passion for home improvement drive

the effective delivery of the business strategy.

External appointments

– Non-executive Chair of Green Sheep

Group Ltd

Mark George

Chief Financial Officer

Pronoun: He/Him

Appointment date: 29 July 2022

Skills and experience

Mark has significant experience in finance and strategy. In addition to his

role as CFO of the Group, he chairs the Board of the Company’s 51% owned

subsidiary, Wickes Solar. He has held senior roles in finance, strategy and

general management in several publicly listed consumer businesses including

Tesco, ASOS and Auto Trader. More recently, Mark was Chief Financial Officer

and a member of the Board of The Gym Group plc from 2018 to 2022.

Mark started his career as a management consultant with McKinsey & Co. and

holds a degree in Philosophy, Politics andEconomics from Oxford University.

Contribution

Mark has sound commercial acumen, as well as extensive

retail experience. His financial, risk management, strategic

and leadership skills are key strengths for the role of CFO.

He is also experienced in M&A and investor relations.

Mark’s financial and strategic strengths ensure continued

focus and development of the long term strategy for the

business. Mark is appointed as the FCA Senior Manager

for the purpose of the Group’s consumer credit activities.

External appointments

– None

Committee membership key

Chair of Committee

Audit and Risk Committee

Nominations Committee

Remuneration Committee

Responsible Business Committee

Board of Directors

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Mark Clare

Senior Independent

Non-executive Director

Pronoun: He/Him

Appointment date: 23 March 2021

Skills and experience

Mark has extensive public listed company experience, particularly in customer

facing businesses. Mark was Chair of Grainger plc from 2017 to February

2026 and Chair of Ricardo plc from 2022 to 2025. He was Senior Independent

Director at United Utilities Group plc from 2013 to 2022, Senior Independent

Director at Ladbroke’s Coral Group plc from 2016 until 2018, and Non-executive

Director and Audit Committee Chair at BAA plc from 2001 until 2006.

Mark’s executive career included Chief Executive for Barratt Developments

plc from 2006 until 2015; Managing Director of Centrica’s retail subsidiary

British Gas from 2002 to 2006; and CFO of Centrica plc from 1997

to 2002. He also served as a trustee of the Energy Savings Trust, the

Green Building Council and BRE. Mark is a qualified accountant.

Contribution

Mark’s wealth of knowledge in governance, compliance

and regulatory matters gained from his public listed

company experience, as well as his leadership skills,

enhance his ability to undertake his duties as Senior

Independent Non-executive Director. His financial acumen

and commercial experience are particularly beneficial

in his role as Chair of the Remuneration Committee.

External appointments

– Non-executive Director at Drax Group plc

Sonita Alleyne OBE

Independent

Non-executive Director

Pronoun: She/Her

Appointment date: 23 March 2021

Skills and experience

Sonita has extensive experience as a Non-executive Director on both

private and public sector boards. She was a Non-executive Director of the

British Board of Film Classification from 2009 to 2019, including Chair

of the Council of Management in 2019 and Chair of the Remuneration

Committee from 2016 to 2019. She was Chair of the Radio Sector Skills

Council from 2008 to 2012; Non-executive Director of Archant from

2012 to 2016; and a trustee of the BBC Trust from 2012 to 2017.

Sonita was a Non-executive Director of the Department for Digital,

Culture, Media and Sport, the National Employment Panel and the

London Skills and Employment Board. In her earlier media career,

Sonita was the co-founder and former CEO of the production company

Somethin’ Else and worked as a journalist and broadcaster.

Contribution

Sonita’s background in communications andjournalism

brings a different perspective to the Board. She has

strong leadership, commercial and strategic skills.

Her public sector roles have contributed to her sound

governance, compliance and regulatory skills. This, and her

environmental, social and governance (ESG) experience,

enables her to effectively chair the Responsible Business

Committee. Sonita also fulfils the role of designated

Non-executive Director for colleague matters.

External appointments

– Master of Jesus College, Cambridge

Laura Harricks

Independent

Non-executive Director

Pronoun: She/Her

Appointment date: 1 June 2023

Skills and experience

Laura brings deep experience of developing omnichannel customer journeys that

drive engagement and commercial return, with a background in e-commerce,

marketing, and strategy consulting. Until July 2025, Laura held the role of

Chief Customer Officer for Ocado Retail. Prior to that, she held the role of

Customer Director for Ocado Retail. She also held roles as Digital Director

at Monsoon Accessorize and a number of roles at Dixons Carphone, most

latterly Online Trading and Marketing Director for Carphone Warehouse.

Laura started her career at L.E.K. Consulting and holds a Bachelor of

Engineering and Bachelor of Arts from the University of Sydney.

Contribution

Being the most recently appointed member of the Board

and without an extensive non-executive career, Laura

has a fresh perspective. Her customer focus, combined

with strategic, e-commerce, commercial and marketing

acumen, brings valuable insight to the Board. Laura also

fulfils the role of the Company’s Consumer Duty Champion.

External appointments

– Chief Customer Officer at Dunelm Group Plc

Mike Iddon

Independent

Non-executive Director

Pronoun: He/Him

Appointment date: 23 March 2021

Skills and experience

Mike has extensive public listed company experience, having held

a number of senior finance roles throughout his career.

Mike was the Chief Financial Officer of New Look from 2014 to 2016.

Prior to this he held a number of senior finance roles over a period of 13

years at Tesco plc both in the UK and overseas. These roles included

Group Planning, Tax and Treasury Director, UK Finance Director and

Chief Financial Officer of Tesco Homeplus (South Korea).

Mike has also held senior roles with Kingfisher plc and

Whitbread plc. He is a Chartered Accountant and a graduate

of the Harvard Advanced Management Programme.

Contribution

Mike’s significant experience as an executive of public listed

companies, along with his strong strategic and commercial

acumen, change management and current retail

experience, is a valuable asset to the Board. His financial

acumen, leadership, risk management, and governance,

compliance and regulatory experience are advantageous

for his role as Chair of the Audit and Risk Committee.

External appointments

– Chief Financial Officer of Pets at Home Group plc

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Governance report continued

Board leadership and

Company purpose

The Board has set a clear purpose to ‘help the nation feel

house proud’ and this is delivered through our business model,

culture, values and standards, which the Board is responsible

for establishing and continuously reviewing.

Wickes culture, values and purpose

The Board has a considerable interest in

people matters and in particular, the Wickes

culture, which is seen as both a strategic

priority and a competitive advantage.

The Board believes in the importance of an

engaged workforce where all colleagues

have the freedom to be their authentic

selves, focus on priorities and feel

empowered to own their opportunities.

Wickes’ special culture is built on personal

responsibility and embedded across the business

through our Colleague Promise: Experience

Beyond the Everyday. This articulates our

commitment to creating a workplace that

feels genuinely special, and the passion and

dedication we expect in return. Our Winning

Values articulate in a practical way the actions

required from colleagues. More information

on our culture can be found on page 32.

Key to achieving the desired culture is setting

the right tone from the top. Each of the Directors

undertakes to conduct themselves in a manner

consistent with our Winning Values, acting

with integrity and leading by example.

The Board actively monitors culture through

regular feedback from management, colleague

listening groups and the results of colleague

surveys. In addition, a number of Board meetings

are held at store and distribution sites, during

which time is allocated to allow the Board to

hear from colleagues first-hand. The Board also

encourages relevant colleagues to participate in

Board discussions on their areas of expertise.

The Board, the Responsible Business Committee

and the Remuneration Committee receive

reports on colleague engagement, wellbeing,

reward and colleague retention, as well as

recruitment, whistleblowing and updates covering

the Company’s six colleague-led networks.

In addition to chairing the Responsible Business

Committee, Sonita Alleyne is our designated

Non-executive Director to champion workforce

engagement on behalf of the Board and

regularly provides feedback and insight from

colleague listening sessions at Board meetings

to ensure colleagues’ views are fully considered

in the Board’s decision making. Further details

can be found in the Section 172 stakeholder

engagement section on pages 84-87.

Our Code of Business Ethics outlines the

expected standards and behaviours for all

colleagues. This establishes the foundation

for responsible business conduct and legal

compliance, guiding colleagues to relevant

Company policies and support services.

Colleagues receive training on ethics and other

key compliance areas on an annual basis.

The Board considered and confirmed that

business practices and feedback received

from colleagues about the strong positive

culture aligned with its desired objectives.

The Board and Responsible Business

Committee will continue to focus on using our

engagement surveys, inclusion and diversity

data and surveys, Colleague Voice feedback

and site visits as key cultural indicators.

Governance

Wickes Group Plc Annual Report and Accounts 2025

Other informationFinancial statementsStrategic report

Role of the board

The Board is responsible for promoting

the long term sustainable success of the

Company, generating value for shareholders

and contributing to the communities that we

operate in. It has ultimate responsibility for

the direction and governance of the Company,

taking into account the opportunities and

risks to the future success of the business.

The effective operation of the Board is supported

by the collective skills and experience of the

Directors. The diverse experience and views of

Board members enable the Board to consider a

range of perspectives and make decisions in a

balanced way through independent thought and

constructive debate. The Board dynamic supports

open and honest conversations, which ensures

that decisions are made with full consideration

of the impact on all stakeholders. You can find

information about our Directors and the skills

and experience they bring to the Company on

pages 76-77 and in the skills matrix on page 80.

The Board is passionate about ensuring that,

as the business grows, we do so responsibly

and in a way that benefits our stakeholders.

This is embedded in our business strategy and

articulated in our Responsible Business Strategy,

Built to Last. We have a clear framework to win,

which is guided by our purpose – to ‘help the

nation feel house proud’ – and our Winning Values.

Our purpose and values are at the core of the

Board’s discussion, decision making and strategy.

The Board sets the strategy and ensures it

aligns with the purpose and values, and that the

business is resourced appropriately to deliver

the strategy. It does so through shaping a culture

that drives the behaviours we want to see and

overseeing that the culture is maintained.

Elements of the business strategy are discussed at

every meeting and an annual strategy event is held

to review and develop the Group’s strategic plans.

Responsibility for developing and implementing

the strategy rests with the Chief Executive Officer,

who is supported by the Executive Board.

At the July 2025 strategy meeting, the Executive

Board presented updates on business

growth drivers, profitability and strategic

enhancement opportunities. The Board

challenged management on the technology

transformation plan’s progress and benefits,

the number and prioritisation of initiatives,

short and long term strategic growth levers,

and emerging trends. Several topics for further

discussion were identified and it was agreed that

these would be built into the Board agenda.

The business carefully considers opportunities

and risks for future success. Key opportunities

are detailed in the Strategic report on pages

2-63, and principal risks and uncertainties

can be found on pages 64–69. The Board

mandates a robust control framework for

risk assessment and management, which

the Audit and Risk Committee supports and

reviews annually for effectiveness. Further

information on the internal controls framework

and its assessment can be found on page 99.

The Board has implemented a governance

framework and Group Delegation of Authority

Policy to ensure that an appropriate level of

oversight is given to material matters. It has

adopted a formal schedule of matters reserved

to it, which sets out the significant matters of

focus for the Board due to their strategic, financial

or reputational importance. This schedule

is available on the Company’s website www.

wickesplc.co.uk. You can find more detail on

the activities of the Board on pages 82-83.

In line with the UK Corporate Governance Code,

the Board places significant importance on

the appropriate governance of the Company,

discharging its responsibilities not only

through its own activities, but also through

Committees of the Board – the Audit and

Risk Committee, Nominations Committee,

Remuneration Committee and Responsible

Business Committee. You can find more details

on these Committees on pages 89-113.

Governance

Wickes Group Plc Annual Report and Accounts 2025

Other informationFinancial statementsStrategic report

Governance report continued

Skills and experience matrix

Board skills and experience

The Board recognises that it needs the right

mix of skills and experience as well as individual

perspectives and thinking styles which come

from the Directors’ varied backgrounds to enable

rich and effective discussions and decision

making. As demonstrated by the Directors’

biographies on pages 76-77, our Board members

together form a diverse and effective team.

The skills and experience matrix alongside shows

the competencies, expertise and experience

of Board members. Based on the assessment

completed, the Board considers that it has the

appropriate range of skills to govern effectively,

drive the strategy and respond to challenges. For

further information on Board skills and experience,

see page 90 in the Nominations Committee report.

Meetings of the Board and its Committees

The Board has eight formal meetings scheduled

each year and an annual offsite strategy day.

Additional meetings are held as required to

consider time-sensitive matters such as trading

updates for release to the market and to approve

matters that are reserved for Board decision.

The number of scheduled meetings of the Board

and its Committees during the year is set out

alongside. Directors are expected to attend all

Board and relevant Committee meetings. All

meetings were held in person and there was

full attendance by all members at all Board

and Committee meetings during the year.

Leadership

Strategic

planning

Financial

management

Risk

management

Customer

experience

Marketing

& comms

Supply chain

& logistics

Property/store

development

Data

analytics

Tech

Cyber security

HR/human

capital

ESG/

sustainability

Regulatory

compliance

Industry

experience

Christopher Rogers

David Wood

Mark George

Mark Clare

Sonita Alleyne

Laura Harricks

Mike Iddon

The scoring in the skills and experience matrix is based on self-assessment by the Board using a third party application, BoardClic. Board members were asked to assess their own skill levels against a list of relevant

competencies aligned with Wickes organisational goals, using a 1-5 scale (1 = Limited experience, 5 = Specialist knowledge) to gauge proficiency.

Specialist knowledge Extensive experience and deep knowledge Basic understanding Good understanding and practical experience Limited experience

Board attendance at scheduled meetings Plc Board

Audit

and Risk

Committee

Nominations

Committee

Remuneration

Committee

Responsible

Business

Committee

Christopher Rogers

Chair of the Board 9/9 n/a 3/3 4/4 4/4

David Wood

Chief Executive Officer 9/9 n/a n/a n/a n/a

Mark George

Chief Financial Officer 9/9 n/a n/a n/a n/a

Mark Clare

Non-executive Director 9/9 5/5 3/3 4/4 4/4

Sonita Alleyne

Non-executive Director 9/9 5/5 3/3 4/4 4/4

Laura Harricks

Non-executive Director 9/9 5/5 3/3 4/4 4/4

Mike Iddon

Non-executive Director 9/9 5/5 3/3 4/4 4/4

1 The Chair of the Board has a standing invitation for Audit and Risk Committee meetings and attended all meetings.

2 The Chief Executive Officer has a standing invitation for Audit and Risk and Responsible Business Committee meetings and attended

allmeetings. The CEO attended Remuneration and Nominations Committee meetings when requested by the Committees.

3 The Chief Financial Officer has a standing invitation for Audit and Risk and Responsible Business Committee meetings and attended

allmeetings. The CFO attended Remuneration Committee meetings when requested by the Committee.

4 Scheduled meetings including the strategy day.

Percentage of time spent by

the Board in scheduled meetings

Financial

performance

23%

Risk

management

11%

Governance and

compliance

Strategy and

business

performance

59%

Governance report continued

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

In the event of a Director being unable to attend a

Board or Committee meeting, a process has been

agreed for the Chair of the respective meeting to

discuss the matters proposed with the Director

concerned in advance, seeking their feedback and

questions. The Chair will subsequently represent

those views at the meeting and reports back to the

Director concerned on the discussion and outcomes.

Agendas are structured to ensure appropriate time

is spent on key areas of focus for the Board and

that it has sufficient time to properly consider and

reach decisions. A programme of work and priorities

is agreed with the Board each year that forms the

basis of the agenda for each meeting, with topical

matters and matters of particular concern or interest

incorporated as required.

The focus of the Board during 2025 was on

monitoring the performance of the business against

the backdrop of continuing economic uncertainty,

developing strategy around our growth levers and

discussing strategic options for future growth. A

summary of the key matters considered by the Board

in 2025 is set out on pages 82-83.

Meetings of the Non-executive Directors

The Chair of the Board meets with the Non-executive

Directors without the Executive Directors present

after each Board meeting and at other times as

required. The Chair of the Board and the Chairs

of each Committee also meet regularly with

the Executive Directors and members of senior

management.

The Senior Independent Director and Non-executive

Directors (excluding the Chair of the Board) meet

from time to time and specifically on an annual basis

to assess the Chair of the Board’s performance.

Director Independence

Over half of the Board’s members, excluding

the Chair of the Board, are independent Non-

executive Directors. The Chair of the Board was

assessed to be independent on appointment.

Policies and procedures

The Board has approved a suite of policies,

summarised in our Code of Business Ethics,

which establish a robust system of control and

oversight in matters of ethics and compliance.

This is supported by regular mandatory training

for all colleagues, appropriate to their role. The

Executive Board oversees the day-to-day operation

of these policies and related procedures and

ensures they are embedded across the business.

Both the Executive Board and the Board have

oversight and receive reports on compliance with

policies and procedures at least twice a year. Should

a breach of any of these policies occur, there is a

robust review and incident response procedure in

place and any material issues are escalated to the

Executive Board and, if appropriate, the Board.

Conflicts of interest

The Company has a Conflicts of Interest Policy

in place and all colleagues receive mandatory

annual training. Directors are required to raise

any actual or potential conflicts of interest for

consideration and, if appropriate, authorisation.

At every meeting, Directors are asked whether

there are any new potential conflicts of interest to

declare in relation to the matters on the agenda.

Where such conflicts exist, Directors would be

excused from related discussion and decision

making. To date, no such instance has occurred.

A register of the Board’s interests and

authorised potential or actual conflicts is

maintained and this is reviewed annually by

the Board, with each Director confirming that

the register is accurate and up to date.

Whistleblowing

The Company’s Whistleblowing Policy is

reviewed annually. Colleagues and others

are encouraged and empowered to speak

up openly and raise any concerns through

management or directly to the Board.

Relationships and circumstances which could affect

the independence of any Director are reviewed

annually and the Board remains satisfied that all

Non-executive Directors remain independent.

External appointments

Before appointment to the Board, all Directors are

required to disclose any external roles they hold along

with the estimated associated time commitment.

The competing demands on candidates’ time

are carefully considered in the selection process.

Appointment letters set out the time commitment

expected of each Director. The significant external

appointments of current Directors are set out in the

biographical details on pages 76-77.

The Board has an Additional External Appointments

Policy and process in place for the consideration

and, if appropriate, approval of additional external

appointments to ensure that each Director continues

to have sufficient time to exercise their duties

effectively. Appointments must be approved by the

Board in advance. The Board reviews annually the

external time commitments of the Chair of the Board

and the Non-executive Directors.

Executive Directors are not permitted to take on

more than one Non-executive Directorship or other

significant appointment.

Governance support

All Directors have direct access to the General

Counsel and Company Secretary for advice on legal

and governance matters. Directors may also seek

independent professional advice at the Company’s

expense in the furtherance of their duties and there

is an Independent Professional Advice Policy in place

which sets out the procedure. No such requests were

made during the year.

The General Counsel and Company Secretary

supports the Board to ensure that it has the policies,

processes, information, time and resources it needs

in order to function effectively and efficiently.

Should colleagues or third parties feel the need to

raise concerns which cannot be resolved through

the normal routes of line or executive management,

the Company has implemented a third party

anonymous online whistleblowing platform,

telephone line and mobile phone app through

which concerns can be raised in confidence.

Information about the whistleblowing service is

widely publicised across all sites, referred to in

policies and included in our monthly colleague

communications. Third parties are also encouraged

to use the service and details are published in our

Supplier Code of Conduct and on our supplier portal.

During the year, the whistleblowing service was

rebranded and relaunched to all colleagues, with

a combination of video messaging from the CEO,

team briefings and updated posters, to enable

maximum awareness and understanding.

All reports made through the whistleblowing

service during the year were fully investigated to

conclusion. Concerns raised related to suspected

theft, fraud, conflicts of interest, discrimination,

management issues and breaches of policy.

Appropriate actions were taken in each case

following the relevant investigation and where

appropriate, communications reminding

colleagues of policies and processes were

made to relevant parts of the business.

The Board monitors the operation of the

whistleblowing arrangements and receives reports

twice a year on notable outcomes and learnings

from reports. Any reports of a serious or time critical

nature are escalated to the Executive Board and/

or Board as appropriate and in a timely manner.

Director concerns

Should a Director have concerns about the

operation of the Board or the management of the

Company, these concerns would be discussed by

the Board. If any concerns remained unresolved,

they would be recorded in the Board minutes.

No such concerns were raised during the year.

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Governance report continued

Board activities

for the year ended

27 December 2025

Stakeholder groups

Colleagues

Customers

Suppliers

Installers

Communities

Shareholders

Government and regulators

Strategic growth levers

Winning for trade

Accelerating Design & Installation

DIY category wins

Store investment

Digital capability

Enhanced store service model

A winning culture

Principal risks

Cyber and data security

Business change

Brand integrity and reputation

Legal and regulatory compliance

IT operations

Growth strategy

Climate change

People and safety

Commercial and supply chain

Financial management

Customer experience

Stores, distribution and installations

Strategy and business performance Financial performance

CEO report

At each Board meeting, the CEO led discussions

covering all aspects of performance and progress

on key topics including market developments;

colleague feedback and engagement; customer

service and insight; marketing activity; commercial

and supply chain activity; safety performance;

operational performance; new store openings and

store refits; and community and charity projects.

Customer proposition

The Board conducted comprehensive reviews of

the customer proposition, including key insight

data on performance statistics, updates on

projects to improve customer experience and

using data to improve customer outcomes.

Commercial and supply chain

The Board evaluated the Group’s commercial

strategy and supply chain risk. The Board also

visited a key strategic supplier where it met

with the team and got a first-hand view of its

operations and capabilities, and the impact of

newtechnologies.

Technology

The Board carried out a detailed review of the

progress against plans to improve the Group’s

underlying IT infrastructure and capabilities, as well

as considering proposals for development over the

next five years.

Fulfilment

The Board reviewed initiatives to improve the

fulfilment proposition for customers, including

Wickes Rapid, the delivery charge pricing strategy

and the strategic direction for fulfilment.

Solar

The Board monitored the performance and

strategic development of the Wickes Solar business.

Strategy review

In addition to regular strategy discussions at

each meeting, the Board had a day dedicated to

reviewing and developing strategy and was joined

by the Executive Board to stimulate discussion.

At the strategy day, the Board discussed the

economic backdrop, customer and competitor

behaviour and opportunities to grow the business,

including new propositions, sustainability and the

development of the physical estate. Following the

day, several initiatives were developed, further

discussions were held and approved initiatives

were built into the five-year plan.

CFO report

The CFO led discussions at every meeting

on financial performance including risks and

opportunities, and the financial impacts of the

changing macroeconomic environment during

theyear.

Results and outlook

On the recommendation of the Audit and Risk

Committee, the Board reviewed and approved

the full year 2024 and interim 2025 results

announcements, and 2024 Annual Report and

Accounts, having considered that the Annual

Report and Accounts, taken as a whole, was fair,

balanced and understandable.

Budget and financial plans

At each meeting, the Board considered

performance against the 2025 budget and

updated forecasts. The Board reviewed a detailed

analysis on the creation of value in each area of

the business and the interdependencies between

areas, and also reviewed and approved the budget

for 2026 and the five-year plan.

Investment review

The Board reviewed the performance of its

investment in new stores, refits, technology

and other significant investments against the

businesscases.

Investor relations

The Board received updates on Investor Relations

activities and plans and feedback from investor

engagement at every meeting. The Board

approved an investor event to showcase the

Design & Installation proposition.

Treasury and tax

The Board received regular updates on tax and

treasury matters, andreviewed and approved the

Company’s Tax Strategy and TreasuryPolicy.

Dividend and Capital Allocation Policy

The Board reviewed the Company’s Capital

Allocation Policy and approved the 2025 buyback

programme. The Board also recommended a

final dividend of 7.3 pence per share for the 2024

financial year to shareholders, which was approved

at the 2025 Annual General Meeting (AGM) and

paid on 6 June 2025, and approved the payment of

an interim dividend of 3.6 pence per share, which

was paid on 7 November2025.

Stakeholder groups

Stakeholder groupsPrincipal risks

Principal risks

Strategic growth levers

Governance report continued

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Risk management Governance and compliance

Risk management

The Board agreed the risk areas it wished to focus

on during the year and these were built into the

Board’s schedule. At each meeting, the Board

discussed the risks relevant to each strategic and

operational item on the agenda.

Group Risk Register

The Board reviewed the Group Risk Register and

approved the reporting on the principal risks and

uncertainties for the 2024 full year and 2025

interim results.

Cyber

The Board had detailed discussions on the cyber

risks facing the business and the mitigations

in place, which included an overview of the key

controls and progress updates against the actions

from a cyber security internal audit and external

cyber posture assessment. The Board also

received briefings from external experts on the

cyber landscape and threats.

Technology programmes

The Board discussed the impact of the IT

transformation plan on the business, the risks

associated with implementing multiple change

programmes at the same time and the actions

taken to mitigate the risks.

Artificial Intelligence

The Board was briefed on new artificial intelligence

(AI) technologies, assessing both the risks and

opportunities, and discussed current and future

applications of AI within the business.

Safety

The Board considered reports on safety

performance at every meeting and conducted

safety deep dives at two of its meetings to evaluate

progress and provide insight and challenge.

Climate change

On the recommendation of the Responsible

Business Committee, the Board reviewed and

approved the Group’s climate change disclosures,

including the response to the Task Force on

Climate-related Financial Disclosures (TCFD) and

the Group’s approach to managing climate-related

risks.

Insurance

The Board reviewed the approach for insuring

the Group’s risks and approved the renewal of the

Group’s insurance programme.

Planning

The Board reviewed the forward schedule of

activities at every meeting and discussed options

for future operational site visits.

Policies and statements

The Board approved updates to a number of Group

policies. It also approved the Group’s 2024 Modern

Slavery Statement and the Company’s annual

Consumer Duty Report.

Terms of Reference

The Board reviewed and approved amendments to

the matters reserved to the Board and the Terms

of Reference for each of its Committees.

Board performance review

The Board reviewed and discussed the findings

from its externally facilitated Board performance

evaluation and agreed actions to improve the

effectiveness of the Board and its Committees.

Progress with the action plan from the 2024 Board

performance evaluation was also reviewed.

UK Corporate Governance Code

The Board reviewed the Company’s compliance

with the UK Corporate Governance Code 2024.

Stakeholder engagement

The Board received an update from the designated

Non-executive Director champion for workforce

engagement, Sonita Alleyne, on the themes arising

from her listening activities and review of colleague

engagement insight. The Board also visited a key

strategic supplier and a new store and received

insight from investors who attended the capital

markets event on Design & Installation. The Chair

of the Board wrote to the Company’s largest

shareholders, providing updates on governance

matters and an invitation to meet. The Chair

reported the feedback received to the Board.

Compliance

The Board received reports on legal and regulatory

compliance including the operation of, and

reports made to, the Company’s anonymous

whistleblowing service.

Contract approvals

In line with the Group Delegation of Authority

Policy, the Board reviewed and approved material

contracts for the Group.

Banking facilities

The Board approved an extension to the £80m

revolving credit facility.

Stakeholder groups

Stakeholder groupsPrincipal risks

Principal risks

Strategic growth levers

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Governance report continued

Section 172 – Promoting the

success of the Company

Section 172 of the Companies

Act 2006 requires the Directors

to promote the long term

success of the Company for the

benefit of its members as a

whole, having regard to

stakeholders when making

decisions.

The differing interests of stakeholders are

considered in the business decisions we make at

all levels across the business and these decisions

are guided by our values, culture and purpose and

by the Board setting the right tone from the top.

Our stakeholders have an important role to play in

the success of our business and throughout our

Strategic report you can see how our decisions and

actions have been influenced by our stakeholders. In

this section we describe how the Board has factored

Section 172 considerations into decision making.

How the Directors fulfil their Section 172 duty

Diverse skills, knowledge and experience

The Board’s diverse skills and experience leads to

well-informed decisions that support long term

success while also taking into account the needs

of all stakeholders. All Directors are provided

with ongoing guidance covering regulatory

requirements of their role including the importance

of considering stakeholder views in line with Section

172. More detail on Board composition, skills and

experience can be found on pages 76-77 and 80.

The Board recognises that not every decision will

benefit all stakeholders, and inevitably trade-offs

may have to be made between stakeholder groups

from time to time. Where possible and relevant,

decisions are carefully discussed with affected

groups to ensure they are fully understood and

supported when taken. Such considerations

ensure the business is making decisions with a

longer term view in mind and with the long term

success of the business at its core. The needs and

views of our stakeholders are also considered by

colleagues and leaders throughout the business,

which helps us make good decisions at all levels.

Board information

The Board receives detailed papers and updates

from management which are debated and

challenged, including the consideration of

differing stakeholder views. Progress updates

from management allow the Board to review and

adjust plans as required. A summary of the Board’s

activities this year can be found on pages 82-83.

Board discussion and decision making

Board decision making is supported by our

structured governance framework, which includes

regular Board meetings, as well as having

clear policies and authority levels in place for

management. Directors contribute to discussions

and constructively challenge management, offering

perspectives, advice and strategic guidance.

Strategic direction and culture

The Board sets the strategic direction and culture

of the Company, ensuring that stakeholder

considerations are central to decision making.

More information on culture can be found on

pages 32 and 78, and more information on

strategy can be found on pages 18-21.

Stakeholder engagement

Engagement with stakeholders plays an important

role in ensuring that the Board fully understands

stakeholder views and makes well-informed

decisions that consider different priorities and are

fair and consistent. The Board, its Committees

and management have a programme of active

engagement with, and encourage participation

from, the Company’s stakeholders.

Details of our key stakeholders, how they link

with our strategy and how we engage with

them are set out in the following pages.

Outcome

The Board, having considered the matters set

out in Section 172(1)(a) to (f) of the Companies

Act 2006 (S172), confirms, in good faith, that the

Directors have acted in a way that they consider

would most likely promote the success of the

Company for the benefit of its members as a

whole, having regard to each of its stakeholders.

Section 172 duties

Examples of how the Directors have undertaken their Section 172 duties and have had regard for these

matters when making decisions are included throughout this Annual Report:

a) the likely consequences of any

decision in the long term

Strategy and business model

Principal risks and uncertainties

Financial review

Stakeholder case studies

Pages 18-21

Pages 64-69

Pages 24-27

Page 87

b) the interests of the company’s

employees

People pillar of Responsible Business Strategy

Principal risks and uncertainties

Stakeholder case studies

Directors’ report

Directors’ Remuneration report

Pages 32-36

Pages 64-69

Page 87

Pages 114-116

Pages 102-113

c) the need to foster the company’s

business relationships with

suppliers, customers and others

Strategy and business model

Responsible Business Strategy

Principal risks and uncertainties

Stakeholder case studies

Pages 18-21

Pages 29-30

Pages 64-69

Page 87

d) the impact of the company’s

operations on the community

and the environment

Responsible Business Strategy

TCFD disclosure

Responsible Business Committee report

Pages 29-30

Pages 51-61

Pages 100-101

e) the desirability of the company

maintaining a reputation for high

standards of business conduct

Strategy and business model

Responsible Business Strategy

Governance report

Whistleblowing

Pages 18-21

Pages 29-30

Pages 74-88

Pages 48, 81

f) the need to act fairly as between

members of the company

Strategy and business model

Stakeholder case studies

Pages 18-21

Page 87

Governance report continued

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Colleagues

We provide a great place to work with a special culture

where colleagues feel at home and can bring their

true authentic self to work. We value the different

perspectives that our inclusive and diverse workforce

brings. We prioritise the health and wellbeing of our

colleagues, provide development opportunities to

enable colleagues to build their skills and careers,

and create an environment where colleagues feel

recognised and rewarded for their work.

Business model and strategy link

Our passionate and engaged colleagues, along with our

winning culture, are key to the delivery of our strategy and

our purpose – to ‘help the nation feel house proud’. The

business strives to ensure that colleagues feel supported

and valued, and have the tools to succeed.

Day-to-day engagement

– We carry out a number of colleague surveys across the

course of each year including two on colleague

engagement, as well as inclusion and diversity and

subject specific surveys.

– There is a regular rhythm of internal communications

including in-person and webcast monthly briefings,

newsletters and face-to-face briefings.

– We host a number of listening groups including ‘Hangout

with the Exec’ meetings and subject specific groups on

topical issues of importance to colleagues.

Board engagement

– The Board receives updates on colleague engagement

key performance indicators (KPIs) at each Board meeting,

including outcomes of surveys and action plans and

reports from colleague-led networks.

– We have appointed a designated Non-executive Director

champion for colleague matters, Sonita Alleyne, who

undertook a number of additional activities during the

year to support the Board, including chairing colleague

listening groups, and discussing the results of colleague

surveys and other colleague feedback with the Board.

We help our customers create their perfect home and

feel house proud however they choose to undertake

their home improvement project.

Business model and strategy link

With our purpose to help the nation feel house proud and

vision of a Wickes project in every home, customers are at

the heart of our business. Having a compelling customer

proposition and delivering exceptional customer experience

are key to achieving our growth levers.

Day-to-day engagement

– We closely monitor consumer confidence and customer

satisfaction across all channels through surveys and

focus groups. A monthly management meeting is

dedicated to the customer proposition.

– We aim to deal with customer feedback and complaints in

a timely manner and take learnings from any issues

raised to improve our service for future customers.

Board engagement

– The Board regularly reviews detailed insight reporting on

customer sentiment and satisfaction and has the

opportunity to join customer focus groups.

– Customer listening groups, surveys and data analysis are

used by the Board to understand customer views and act

on what is most important to deliver the best possible

customer experience.

Outcomes

– Continued investment in our customer services.

– Development of our customer offer, including Wickes

Rapid which offers customers a 3-hour same day delivery

service and 15-minute Click & Collect from stores.

– The Board undertakes a number of site visits, both

organised group visits and individual visits, to gain views

of colleagues first-hand. During the year, the Board visited

the Leamington Spa store, where they met colleagues

and received presentations from management. The

Board also regularly meets colleagues at the Support

Centre, where a number of Board and Committee

meetings are held.

Outcomes

– A score of 7.8 out of 10 on overall colleague engagement

was achieved in the most recent colleague survey in 2025.

– We achieved high levels of colleague retention for the

retail sector, with voluntary colleague turnover of 21%.

– We achieved continued engagement with financial

support via loans, advance pay and colleagues saving

monthly.

– Colleague takeup of our low-emission car scheme

increased by 52% from the previous year (67 colleagues in

2025 compared to 44 in 2024).

– We introduced a neurodiversity support programme with

a third party partner.

– We saw an average 18% increase in take-up of voluntary

benefits year-on-year.

More information on colleague engagement can be found

on pages 32-36.

The business places great importance on building

relationships and ensuring suppliers are treated fairly.

Our suppliers welcome our collaborative approach

to developing long term partnerships based on trust.

These relationships enable us to provide a great

offer and service to our customers and are a great

platform to build capability and create value that can

be shared.

Business model and strategy link

Having strong relationships with our suppliers to ensure

that we offer quality products and services at a competitive

price with good availability underpins our three customer

propositions.

Day-to-day engagement

– We hold regular supplier events including twice-yearly

supplier conferences.

– We have a number of supplier charity events which are

well attended, and an annual supplier charity dinner.

– The commercial teams have regular meetings with their

supply partners to discuss a broad range of matters,

including the development of new products and services,

and the monitoring of ethical practices.

Board engagement

– The Board schedule includes visits to a key strategic

supplier each year. During the year, the Board visited one

of the Company’s strategic decor suppliers where it met

with the team and was briefed on innovations.

– The Board receives regular updates on commercial

strategy and supplier feedback.

Outcomes

– We have continued longevity of supplier relationships,

with many of our largest suppliers (categorised by spend)

having a relationship with the business for 10+ years.

– Strong support by suppliers of our corporate charity

partner, with 231 suppliers attending or supporting a

charity event in 2025.

Suppliers

Installers

We recognise the important role that our installers

play as a key partner in delivering our customer

proposition. We work closely with our installers and

our model enables them to focus on installations and

gives them opportunities to grow their business.

Business model and strategy link

Our specialist installation model provides a full package for

customers to achieve their dream kitchen and bathroom

with the peace of mind of having a two-year workmanship

guarantee.

Day-to-day engagement

– Our field operations teams work closely with our installers

to oversee the delivery of customer projects and provide

installers with any support they need.

– Our customer services teams liaise between customers

and installers to enable installers to focus on customers’

projects.

Board engagement

– The Board receives regular reports on installation

performance and feedback from installers.

Outcomes

– Further development of our Field Services Management

system to streamline interactions between the business

and installers.

Customers

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Governance report continued

Communities

and the environment

We are committed to growing responsibly. We deliver

this by maximising our positive impact on communities,

supporting the causes that matter to our colleagues and

customers, reducing our environmental impacts, and

recognising stakeholders without a voice.

Business model and strategy link

Our Responsible Business Strategy which focuses on our

key areas of impact (People, Environment and Homes) is

embedded into our strategy and supports our corporate

purpose.

Day-to-day engagement

– Our in-house charity team and Charity Committee work

closely with our corporate charity to coordinate

fundraising events and meet targets.

– Individual stores build relationships with local community

groups through the Wickes Community Programme.

– Our operational and commercial teams identify

opportunities to reduce waste, energy and carbon emissions

from our direct activities and with our key suppliers.

Board engagement

– The Board receives regular updates on progress towards

charity and community project targets.

– Through the Responsible Business Committee, the Board

oversees the development of and performance against

our Responsible Business Strategy including our

decarbonisation plan.

Outcomes

– We concluded our partnership with The Brain Tumour

Charity in April 2025, with a total raised over our two-year

partnership of £2 million.

– We commenced our two-year partnership with CALM

(Campaign Against Living Miserably) in May 2025 and by

the end of the year had raised £908,687.

– 2,511 local community projects were supported in 2025

through product donations and colleague volunteering.

– We improved our environmental data and reporting, and

had our science-based targets (SBTs) rebaselining

application to the Science Based Targets initiative (SBTi)

approved.

Government

and regulators

Our primary relationship with government and

regulators is one of compliance and reporting.

Business model and strategy link

Operating in a safe and ethical way and complying with

laws and regulations that apply to our business gives us a

licence to operate.

Day-to-day engagement

– We engage through a range of industry consultations,

forums, meetings and conferences to communicate our

views to policy makers relevant to our business.

– Through our membership of the British Retail

Consortium, we contribute to various initiatives and

working groups.

– We work in partnership with our primary authority to

address any concerns raised by consumers and improve

our policies and processes.

– We respond to enquiries from regulators.

Board engagement

The Board monitors the Group’s compliance with laws

and regulations and receives regular updates on legal and

regulatory developments.

Outcomes

During the year we engaged collaboratively with a

number of regulators including our primary authority, the

Competition and Markets Authority (CMA), the Office for

Product Safety and Standards (OPSS), and the Information

Commissioner’s Office (ICO).

Shareholders

We build shareholders’ trust through proactive

and relevant engagement to secure their ongoing

investment and support. Our Capital Allocation Policy

reflects our confidence in the Company’s strategy

and business model.

Business model and strategy link

By focusing on increasing our market share, driving

profitable growth with strong cash generation and growing

the business responsibly in line with our strategy, we create

long term and sustainable growth and returns for our

Shareholders.

Day-to-day engagement

– We hold investor roadshows following the publication of

our year end and half year results and host guided store

visits with investors, both of which provide valuable

feedback on shareholder views on the strategy and

performance of the business.

– We regularly update the market with announcements and

presentations on business performance and provide

in-depth briefings on specific areas of interest. During the

year a Design & Installation event was held for analysts

and investors, hosted by the CEO, CFO and other

members of the Management team. The event provided

insight on the Group’s kitchen, bathroom and solar

propositions.

– We respond to investor questions, ESG rating surveys and

participate in Carbon Disclosure Project (CDP) to provide

shareholders with greater insight into the Company’s

approach to managing its most significant ESG impacts.

Board engagement

– The Executive Board members hold meetings with

existing and potential institutional investors and analysts

to understand their views and policies and report these to

the Board. All Non-executive Board members are

available for meetings with shareholders on request.

– The Board monitors the shareholder register and receives

regular reports on Investor Relations activities and

feedback from shareholder engagement, including proxy

advisor reports and voting on AGM resolutions. Following

year end and half year, the Board receives a detailed

presentation covering shareholder feedback from the

investor roadshows. The Board noted the questions

raised by shareholders and ensured that communications

to the market addressed these.

– The Board encourages shareholder attendance and

participation at the Company’s AGM, at which all

Directors and Committee Chairs are available to answer

questions. The Notice of AGM is published well in

advance of the meeting taking place in accordance with

governance best practice.

– The Board Chair periodically writes to the Company’s

largest shareholders with updates on business and

governance matters which are expected to be of interest.

Shareholders are offered meetings with the Chair and/or

any Non-executive Directors and the feedback received is

discussed by the Board.

Outcomes

– At the 2025 AGM held on 8 May 2025, all resolutions put

to shareholders were approved, with more than 91% of

votes in favour for all resolutions. Shareholders were

invited to submit questions in advance and could also

raise questions during the AGM. No questions were

raised.

– Positive feedback from investor roadshows.

– Capital Allocation Policy reapproved, including

maintaining the combined interim and final dividend for

the 2025 year at 10.9 pence per share.

– We improved our CDP score to A- and our ISS rating to C+

with Prime status.

Governance report continued

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Decision making in action

Home Improvers Community

Research has shown that customers increasingly trust authentic content and benefit from continuous support to

develop their home improvement skills. An opportunity was proposed to create a Home Improvers Community to bring

together various stakeholders to share skills and experience.

Stakeholder considerations

Decision making in action

Managing cost headwinds and investing for the future

Against a challenging and uncertain economic background where operating costs continue to significantly increase,

it is essential to continue to find cost efficiencies whilst setting up the business for future success.

Stakeholder considerations

Colleagues

The Board agreed that the impact would be positive for

colleagues, empowering them to drive local success,

host events and provide them with new ways to quickly

learn about products to confidently help customers

and share their skills and knowledge. The programme

overall provided opportunities for colleagues to more

deeply grow their connections with customers and

communities.

Customers

The Board determined that the Home Improvers

Community would deliver value for customers by

leveraging both local physical and digital interactions

to meet core customer needs for connection

and authentic, reliable content to support

their home improvement projects.

Suppliers

The Board considered that suppliers would benefit by

actively participating in community events, and from

direct access to an engaged customer base, enabling

them to showcase products and strengthen their own

brand presence. Suppliers would also benefit from

user-generated content by the community, providing

authentic product advocacy and supporting product

sales through our digital channels.

Installers

The Board noted that local installers would be

activelyinvited to participate in targeted, trade-focused

local community events, such as our ‘prevent theft,

toolmarking’, events which would help them to make

more connections in the local community.

Communities and the environment

The Board recognised that the physical and digital

connections created by the Home Improvers Community

programme would cultivate connections and deepen

relationships in local communities.

Shareholders

The Board considered the importance of making

strategic decisions that provide new opportunities

to increase market share. Recognising the change in

consumer expectations from transactional relationships

to a community-led approach, it considered that creating

a Home Improvers Community would give access to a

broader customer base and growth opportunity.

Government and regulators

The Board reviewed the legal and regulatory

requirements associated with the Home Improvers

Community and focused in particular on the data privacy

considerations of creating local community WhatsApp

messaging and collection of user-generated content.

Colleagues

The Board recognised that having motivated and engaged

colleagues is key to business success and that pay is a

key priority for colleagues. Being an employer of a large

number of colleagues, the increased National Minimum

Wage and increased employer’s National Insurance

resulted in a significant increase in payroll costs. The

Board challenged management to mitigate the increased

cost through productivity improvements to allow the

business to continue to invest in our colleague proposition

and maintain pay, benefits and colleague wellbeing.

Customers

Customers value competitive pricing and a seamless

shopping experience, whether online or in store. Inflation

has driven cost increases in our supply base and the

Board recognised that maintaining competitive pricing

was not only in the best interest of customers, but it

would also provide an opportunity to grow volumes

and market share.

Suppliers

The Board recognised the importance of treating

suppliers fairly and maintaining long term partnerships

with them and considered how to best work together

tomanage increasing costs in the supply chain.

Installers

The Board discussed the investment in the Field

Management System and considered the efficiency

benefits that would be delivered as a result.

Communities and the environment

The Board reviewed the level of investment to make in

our new store and refit programme and the energy saving

initiatives which could be implemented alongside this.

Shareholders

The Board considered the trade-offs between

delivering short and long term value for shareholders

in light of continuing pressure on operating costs and

the need to invest for the future in our growth levers,

particularly growing the store network and delivering

our technology plan.

Government and regulators

The Board was briefed on government announcements

and ensured the required changes to tax and business

rates were implemented.

Outcome

The Board decided to trial a Home Improvers Community programme, recognising evolving

customer expectations – specifically the increasing desire for greater connection and trusted

recommendations. By leveraging our existing customer base, colleagues, suppliers and strong

internal culture, this initiative aims to generate new opportunities to increase market share and

drive advocacy. This approach is founded on the principle of ‘winning locally’ to ‘win nationally’

through the power of trusted community engagement.

Outcome

The Board carefully balanced the competing interests of the stakeholders when setting the 2026

budget, ensuring economic challenges could be navigated whilst continuing to invest for the

future success of the business.

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Governance report continued

Senior management forums:

Regular subject specific meetings focused on strategic priorities and key compliance matters which are attended by an Executive sponsor, other members of senior management and subject matter experts. Each forum operates under Terms of Reference and has

delegated authority for decision making.

The Company’s strong governance framework is built upon a foundation of clear and effective division of responsibilities between

the Board, its Committees and operational management. This provides an effective and robust corporate governance structure to

enable agile decision making with robust controls, which promote the long term and sustainable success of the business.

Division of responsibilities

The Board of Directors

The Board is collectively responsible for overall leadership of the business, setting its purpose, value and strategy, and providing a framework of strong governance and effective controls. There is a formal schedule of matters that require Board approval before any

action is taken by management, and this schedule is reviewed annually.

Audit and Risk Committee

Provides objective oversight of the Company’s financial

reporting, systems of internal control, risk management

and compliance, and the effectiveness of internal and

external audit.

Responsible Business Committee

Oversees the development of ESG strategy and monitors

performance on ESG-related matters.

Nominations Committee

Oversees the composition and skills of the Board and

succession planning for the Board and Executive Board.

Remuneration Committee

Determines the Remuneration Policy and packages for the

Executive Directors and senior management. Oversees

the Company’s remuneration strategy and ensures

alignment with purpose, culture and strategy.

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94-99

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89-93

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10 2-113

Read more on pages

100-101

Board Committees

Executive Board:

Supports the CEO to execute

the strategy

People Board:

Leads the people

agenda

Customer Plan:

Leads the customer

strategy

Cost and Efficiencies:

Leads operational productivity

plans

Technology Steering:

Oversees the technology

transformation plan

Executive Risk Committee:

Monitors and oversees

risk management

Executive Boards

Business boards which oversee day-to-day operations, providing executive input for strategic and operational decision making, and the delivery of transformation projects.

Chair of the Board

Leads and ensures the effectiveness

of the Board by fostering openness,

communication and constructive

debate and ensuring all Directors

contribute.

Chief Executive Officer (CEO)

Manages day-to-day operations and

is responsible for developing and

implementing the Company strategy,

as delegated by the Board.

Senior Independent

Non-executive Director (SID)

Serves as a sounding board for the

Chair and acts as an intermediary for

other Directors and shareholders if

required.

Chief Financial Officer (CFO)

Manages the Group’s financial

affairs, internal controls and risk

management.

Independent Non-executive

Directors

Provide independent oversight,

strategic advice and constructive

challenge, and hold the Executive

Directors to account.

General Counsel

and Company Secretary

Advises the Board on all

governance, compliance

and legal matters.

Governance report continued

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Dear Shareholder,

I am pleased to present the Nominations Committee

report for the year ended 27 December 2025,

which outlines our approach to the composition,

succession and performance review of the Board.

The Nominations Committee plays a key role to

ensure that the Board has the right balance of skills,

experience and diversity to provide strong leadership

to drive the long term success of the business.

Appointments

No new appointments were made to the Board

this year, but the Committee remained focused

on succession planning and improving diversity

within the talent pipeline. A primary objective for

the Committee is ensuring a stable, high-quality

Executive team, supported by a robust talent pipeline

and contingency plans for continuous business

leadership. During the year, a new member joined

the Executive Board, replacing the outgoing Chief

Operating Officer who retired in April 2025.

Succession and diversity

The Board is strongly committed to diversity in its

broadest sense, although its small size currently

presents a short term challenge to meeting UK

Listing Rules targets for female representation, which

remained at 29% in 2025. Promoting broader diversity

remains a key focus of the Board’s succession plans.

More information is available on page 92.

We continue to believe that the optimal size for our

Board is between six and seven Directors, reflecting

the lean structure of our wider business and our

operations being retailing only in the UK.

Although we currently have no long serving Board

members, we also continued to make plans for the

orderly succession of the Non-executive Directors,

taking into account our aspirations to increase

the diversity of the Board whilst retaining its size.

As the majority of Non-executive Directors are

now approaching five years on the Board, we have

commenced a search process to replace one of

the Non-executive Directors which we expect to

complete in the summer of 2026. More information

on succession planning is set out on page 91.

Focus for 2026

Looking ahead to 2026, Non-executive Director

recruitment, executive succession planning and

tracking progress on increasing diversity across the

business will continue to be the key areas of focus for

the Committee.

Christopher Rogers

Chair of the Nominations Committee

16 March 2026

Nominations Committee report

Committee members

Christopher Rogers (Chair)

Non-executive Chair of the Board

Sonita Alleyne

Independent Non-executive Director

Mark Clare

Senior Independent Non-executive Director

Laura Harricks

Independent Non-executive Director

Mike Iddon

Independent Non-executive Director

Role of the Committee

The role and responsibilities of the Committee

are set out in the Committee Terms of Reference,

which are reviewed annually and are available on

the Company’s website www.wickesplc.co.uk.

The Committee’s main focus is on:

– reviewing Board and Committee composition

and recommending improvements to the Board;

– overseeing the development of a diverse

talent pipeline and ensuring succession

plans are in place for the Board and senior

management; and

– leading the process for appointments to

the Board.

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Governance

24%

Board composition

& skills

19%

Talent strategy

& succession

57%

Nominations Committee report continued

The Committee noted that cyber security and AI

continued to be important skills for the Board given

the developing use of data, technology and AI in the

retail market, the cyber risk faced by the business and

the significant investment being made in IT systems

over the next five years. It was agreed that specialist

advice would be taken in these areas when significant

decisions needed to be made.

A number of briefing sessions were held in 2025 on

technology, AI and cyber including a briefing from

the National Cyber Security Centre on trends and

mitigation strategies, and these were well received by

the Board. It was agreed that consideration would be

given to identifying further opportunities for briefings

and training for the Board in these areas.

Board appointment process

There were no appointments to the Board in 2025.

When appointing a new Director to the Board, we

follow a well-established process which is thorough

and inclusive, and is adapted as needed to reflect the

specific circumstances.

In 2025, the Committee commenced a process

to appoint a new Non-executive Director in

2026. It agreed that the ideal candidate would be

someone with broad business experience from a

UK listed company.

The appointment process is set out in the table.

Board composition

The Board comprises seven Directors: two Executive

Directors, four independent Non-executive Directors

and the Non-executive Chair of the Board. The UK

Corporate Governance Code 2024 recommends that,

on appointment, the chair of a company should meet

the independence criteria set out in the Code. The

Board considers that Christopher Rogers met the

independence criteria on his appointment as Chair.

Executive

Chair

Non-executive

Board skills and experience

The Board recognises the importance of having

complementary and diverse skills and backgrounds

within its composition, enabling rich and effective

discussions and decision making. During the year,

the Committee reviewed the Board’s composition

against a skills and experience matrix to ensure that

the Board and its Committees have the skills needed

to provide effective leadership of the Company.

The matrix can be found on page 80 and more

information on the key strengths and experience

of each Director can be found in the biographies on

pages 76-77.

Activities of the Committee

During the year, the Committee held three

scheduled meetings. The Committee has a

structured forward looking planner to ensure

that the responsibilities of the Committee are

discharged during the year. The planner is

regularly reviewed and developed to meet the

changing needs of the Group.

Committee composition

The Committee membership comprises the

Non-executive Directors, all of whom are

considered independent, and the Chair of the

Board. Details of the experience and skills of

Directors are set out in the biographies on

pages 76-77. Overall attendance for Committee

meetings was 100%. Further details about

meetings and attendance can be found on

page 80.

David Wood, CEO, and Mark George, CFO,

are not members of the Committee. David

Wood attends meetings when invited to

discuss matters related to the Executive

Board and senior management, including

succession planning.

Percentage of time spent by the Committee

inscheduled meetings

Board appointment process

1. Skills review

Review of the current expertise and experience of

the Board to identify areas where the Board could

benefit from additional ideas and input.

2. Search

The Chair of the Board leads a process to

develop a role specification setting out the skills,

experience and background required. The role

specification is placed with an executive search

agency (the ‘agency’).

– Longlist: The agency produces a diverse

longlist of candidates from a wide range of

backgrounds and industries.

– Shortlist: The Committee considers a longlist

and agrees a shortlist of candidates based

on merit and against the role specification. In

doing so, the Committee considers the Board

Inclusion and Diversity Policy and the Board

time commitments.

3. Assessment and interviews

The candidates are assessed against the

specification including by interview with Board

members.

4. Appointment

The Committee recommends the preferred

candidate to the Board for approval and, for

executive appointments, the Remuneration

Committee considers and approves a

remuneration package.

5. Induction

Each new Board Director receives a full and

tailored induction, led by the Chair of the Board

and General Counsel and Company Secretary.

March June December

Talent strategy Board composition and skills

Non-executive Director

refreshment

Executive Board succession

strategy

A summary of the key matters considered by the Committee at its meetings in 2025 is set out below.

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Induction process

Meetings with all members of the Board

Chair of the Board – the Board and its dynamics

CEO – strategy, business performance and key

opportunities and challenges

Committee Chairs – work and significant matters

relevant to their respective Committees

CFO – financial performance, forecasts, risk

management and financial control

Meetings with the Executive

team and senior management

Management structure, operations, performance, risks

and key areas of focus relevant to each function

Governance framework and programme of meetings

Meetings with colleagues and site visits

Visits to stores (and competitor stores)

Visit to our main Distribution Centre

Meetings with key advisors

Detailed briefing covering Directors’ duties and all key

listing and regulatory compliance areas

Meetings with Committee advisors where relevant

New Directors are also provided with key materials

including strategy, Board and Committee papers,

investor information and Company policies.

Training and development

All Directors upon joining the Board participate in

induction training and are provided with ongoing

guidance covering regulatory requirements of their

role. The Chair of the Board discusses specific

development needs with each Director on an

individual basis.

Ongoing Board development takes place through

briefings at Board meetings and regular store visits.

The Board has a programme of scheduled visits and

activities to enhance the Directors’ knowledge of

the business. This year, the Board visited a strategic

goods supplier and a new store in Leamington Spa.

Future visits are planned to supply partners and both

new and refitted stores.

Briefings are provided to the Board and Committees

on relevant legal, regulatory and governance

developments, emerging risks and specific areas of

interest. In 2025, Board training continued to focus on

cyber risk and resilience.

Board time commitments

The Code requires that Non-executive Directors have

sufficient time to meet their Board responsibilities.

The Company has a policy for additional

appointments under which Non-executive Directors

may undertake additional external appointments to

those disclosed on appointment with prior approval

of the Board. Executive Directors may take on one

non-executive directorship in a FTSE company or

other significant appointment with prior approval of

the Board.

Every year, the Committee reviews each Director’s

significant external commitments (set out in the

biographies on pages 76-77) and other factors which

could indicate that a Director had insufficient time to

discharge their obligations to the Company. In 2025:

– attendance at scheduled Board and Committee

meetings was 100%. Further details of attendance

can be found on page 80;

– all Non-executive Directors have confirmed that

they have sufficient time and capacity to carry out

their duties; and

– the 2025 Board performance review found that the

availability, contribution and engagement of the

Non-executive Directors was high.

After considering all relevant factors, including the need

to ensure there may be periods where additional time

commitments are needed, the Committee concluded

that all Non-executive Directors continue to have

sufficient time to meet their Board responsibilities.

Non-executive Director succession

The majority of the Non-executive Directors have the

same tenure as when the business was listed on the

London Stock Exchange in 2021 and the Committee

is mindful of the need to plan an orderly succession

in order to avoid a significant change to the Board

membership in a short timeframe.

During the year, the Committee continued to plan for

Non-executive Director succession. The recruitment

process is ongoing and it is expected that a new Non-

executive Director will join in the second half of 2026,

and a current Non-executive Director will step down.

Board tenure

Christopher Rogers

Mark Clare

Sonita Alleyne

Laura Harricks

Mike Iddon

5 years

2.5 years

5 years

Nominations Committee report continued

Executive Director and senior leadership

succession

The Board is committed to recognising and

developing talent within senior management across

the business, creating opportunities to develop

current and future leaders. Succession plans for the

CEO and other key executive and leadership roles in

the short, medium and long term have been reviewed

by the Committee in detail.

The Committee is focused on ensuring there is a

robust pipeline of talent and that these high-potential

colleagues are developed and supported to prepare

them for leadership roles. This includes strengthening

the leadership development proposition, supporting

mentoring initiatives and planning role moves to

provide more experience earlier in the careers of

potential future successors.

Diversity of gender, social and ethnic backgrounds

and cognitive and personal strengths were considered

carefully to ensure the pipeline is strengthened

with appropriate skills and perspectives. Areas for

development for succession candidates to key

leadership roles have been identified and opportunities

for them to present to and engage with the Board have

been identified and planned for future meetings.

The Board believes that the succession plans in

place will result in a continuously robust leadership

structure that can achieve the Company’s purpose

and ensure its long term sustainable success.

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Inclusion and Diversity Policy and targets

The Board believes an inclusive culture is a key

driver of business success. It is committed to having

inclusive and diverse leadership which provides a

range of perspectives, insights and the challenge

needed to support good decision making.

We have a Board Inclusion and Diversity Policy which

complements our wider colleague Inclusion and

Diversity Policy. The policy is available on our corporate

website. Our ambition through both the Board and

colleague Inclusion and Diversity Policies is to give

everyone the freedom to be themselves and encourage

colleagues to welcome new people and ideas.

The Board Inclusion and Diversity Policy states that

the Board is committed to promoting inclusion and

diversity in the boardroom and on its Committees,

and aims to meet regulatory targets and industry

recommendations while recognising that there may

be periods when this balance is not achieved. We

define diversity in its broadest sense, encompassing

a wide range of characteristics including age, gender,

ethnicity, sexual orientation, disability or educational,

professional and socioeconomic backgrounds.

The policy reflects the targets set out in UK Listing

Rule 6.6.6R(9) as follows:

(i) female representation on the Board of at least

40%;

(ii) at least one of the roles of Chair, Senior

Independent Director, Chief Executive Officer

orChief Financial Officer filled by a woman; and

(iii) at least one Director from a minority ethnic

background on the Board.

During the year, in line with the Parker Review,

theCompany set an ethnicity minority representation

target by the end of 2027 for Senior Leadership (defined

as the Executive Board and their direct reports).

Board diversity

Board membership reflects a range of skills,

backgrounds and business experiences which

facilitates a broad evaluation of matters considered

by the Board and contributes to a culture of

collaborative and constructive discussion.

As at 27 December 2025, the Board comprised three

male Non-executive Directors (including the Chair of

the Board), two female Non-executive Directors and

two male Executive Directors. The Board has not yet

met the UK Listing Rules gender diversity targets. In

addition, none of the four leadership roles specified in

the UK Listing Rules are currently held by a woman.

The Board has a clear aim to meet the Listing Rules

diversity targets as soon as is practicable subject

to ensuring that appointments to both the Board

and senior leadership positions are merit based and

aligned with the Company’s strategy. The Committee

has been, and will continue to be, mindful of the

targets when reviewing succession plans but notes

that with a relatively small Board and the Board’s

belief that its optimal size is between six and seven

members given the size and shape of the business,

the fact that many of the Directors have a similar

tenure linked to the Company’s demerger, and the

need to ensure orderly succession, these targets will

likely be met over the longer term. The Board has

one Director from a minority ethnic background and

therefore meets this UK Listing Rules diversity target.

Business diversity

In line with our colleague Inclusion and Diversity

Policy, the Board remains committed to improving

diversity at all levels. Members of the Executive Board

as at 27 December 2025 comprise three female and

six male members, representing a gender split of 33%

female and 67% male. Senior managers (as defined

on page 34) have a gender split of 36.7% female and

63.3% male. The gender split for all colleagues is

38.9% female and 61.1% male.

78% of Executive Board members identify as white

British or white ethnic minorities and 22% identify as

ethnic minorities. Further information on business

diversity and details of the Company’s approach to

inclusion and diversity can be found on pages 34 -35.

Diversity data

In accordance with UK Listing Rule 6.6R(10), the prescribed numerical data on the gender identity and the

ethnic background of the Board and the Executive Board is published below. For the purposes of making these

disclosures, the Company has collected this data by asking each Director or officer of the Company to confirm

their gender identity and ethnic background directly.

Reporting table on gender representation as at 31 December 2025

Number of

Board

members

Percentage

of the Board

Number

of senior

positions on

the Board

(CEO, CFO,

SID and

Chair)

Number in

executive

management

Percentage of

executive

management

Men 5 71.4 4 6 66.7

Women 2 28.6 – 3 33.3

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

1 Executive management is defined as Wickes Executive Board

Reporting table on ethnicity representation as at 31 December 2025

Number of

Board

members

Percentage

of the Board

Number

of senior

positions on

the Board

(CEO, CFO,

SID and

Chair)

Number in

executive

management

Percentage of

executive

management

White British or other White (including

minority-white groups) 6 85.7 4 7 77.8

Mixed/Multiple Ethnic Groups – – – – –

Asian/Asian British – – – – –

Black/African/Caribbean/Black British 1 14.3 – 1 11.1

Other ethnic minority – – – 1 11.1

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

1 Executive management is defined as Wickes Executive Board

Nominations Committee report continued

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

2025 Board performance review

The review of Board performance is not delegated to the Committee and this activity is carried out by the Board.

An external effectiveness review of the Board and its Committees was carried out in 2025, facilitated by Board

Alchemy Limited, an independent specialist consultancy. Board Alchemy Limited has no other connection with

the Company or its individual Directors save that it conducted the external Board review in 2022. The Board

determined that using the same consultancy for the review would facilitate a more detailed understanding of

the progress made since the last review. The Board was satisfied that the reviewer was suitably qualified and

experienced to conduct the effectiveness review and that Board Alchemy Limited followed the principles set out

in the Code of Practice for independent reviewers.

The review was undertaken between September and November 2025 and included observing Board and

Committee meetings, interviewing Board and Executive Board members, reviewing the outputs from a survey

completed by Board members using the BoardClic survey system and reviewing Board and Committee papers.

The UK Financial Reporting Council’s Guidance on Board Effectiveness and good board practices observed at

other companies were taken into account in undertaking the review.

Overall, the performance evaluation concluded that the Board continued to be effective with good governance

disciplines in place and appropriate focus given to the key priority areas, including areas of weaker business

performance, key risk areas and important matters of governance. The evaluation highlighted that the

boardroom provided an environment of high trust with healthy challenge and constructive discussion. Since the

last external review in 2022, it was noted that the Board had continued to progress and improve. The Committee

reviews concluded that each Committee supported the Board’s work well.

2026 Action plan

A number of recommendations and suggestions in relation to the Board and its Committees were made for

the Board to consider, none of which were considered to be of high priority or need urgent attention. The Board

discussed the findings and recommendations and agreed an action plan which will be reviewed by the Board

during 2026 to ensure progress is being made. The priority actions agreed by the Board are set out below:

Area Action

Strategy – Continue to focus on the development of strategy and growth

opportunities for the medium to longer term.

Business resilience – Dedicate more time to business resilience, in particular cyber

resilience and the associated risks in the Company’s supply chain.

Responsible Business Committee – Review the remit of the Responsible Business Committee to focus

on the key strategic priorities.

Progress made against last year’s action plan

Action Progress

Increase the time spent by the Board on

measuring the implementation of strategy and

scrutinising what makes the Company money.

More formal quarterly investment reviews were carried out by the

Board on the performance of strategic initiatives and there were a

number of deep dives on the economic model of key strategic levers.

Review the Group’s crisis management and

business continuity plans.

The Board reviewed the business continuity and crisis management

plans during the year, with a particular focus on cyber risk.

Increase the time spent by the Board on

technology programmes, AI opportunities and

threats and cyber resilience.

There was an increase in the volume and frequency of reporting on

progress against technology programmes. In addition, the Board had

a deep dive on AI use cases, risks and opportunities and a briefing

from the National Cyber Security Centre.

Firm up the plan and timeline for Non-executive

Director refreshment, taking into account the

outputs from the latest Board skills assessment

and the Board’s aim to increase the diversity of

the Board whilst ensuring that appointments are

merit based.

The timeline for the recruitment of a new Non-executive Director was

agreed during the year. A brief for the role was prepared and a

headhunter was engaged.

Committee effectiveness

The effectiveness of the Committee was considered as part of this year’s external Board performance review

process. The review concluded that the Committee continues to operate effectively with no areas of concern

requiring attention identified.

Director performance reviews

The performance of individual Directors is continuously monitored at Board meetings and through discussions

with Board members and management. The Chair of the Board has regular open dialogue with individual Board

members and senior management and provides feedback. The Board Chair and Non-executive Directors have

a private meeting after every Board meeting as well as other Non-executive Director only meetings on an ad hoc

basis at which the performance of management is one of the matters discussed.

The Chair of the Board reviewed the performance of individual Directors during the year, taking into account

feedback from the other members of the Board, and discussed any identified development opportunities with

each Director. It was confirmed that each Director continues to make an effective contribution to the Board and

demonstrates commitment to their role.

The performance review of the Chair of the Board was conducted by the Senior Independent Director and

included feedback from Board members gathered from the external Board performance review survey and

interviews. It was concluded that the Chair of the Board continues to lead the Board well, investing considerable

time in the role and working constructively with Board members and management. The Senior Independent

Director discussed the output of the review with the Chair of the Board.

Election and re-election of Directors

The Board has confirmed, following a performance review, that all Directors continue to perform effectively and

demonstrate commitment to their roles. All Directors will submit themselves for election or re-election at the

forthcoming AGM. Directors do not participate in discussions involving their own reappointment.

Nominations Committee report continued

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Audit and Risk Committee report

Dear Shareholder,

I am pleased to present the Company’s Audit

and Risk Committee report for the year ended

27 December 2025. The Committee maintains a

constructive environment that encourages open

discussion and transparent reporting. As Chair, I have

fostered effective working relationships with external

and internal audit teams through regular engagement

both during and outside of formal meetings.

Financial results

The Committee spent considerable time during the

year reviewing financial results and assessing the

accounting policies and procedures adopted by

management. Significant focus was placed on the

carrying value of right-of-use assets, specifically

reviewing the methodology for impairment testing

and central cost allocations. The Committee also

scrutinised the reconciliation of systems for revenue

recognition in Design & Installation and reviewed

the impairment assessment of the Company’s

investment in subsidiaries.

Internal audit

An in-house internal audit and risk function was

established during the year. The transition of

responsibilities from the outsourced audit and risk

function was completed smoothly over several

months as the internal team was recruited and

knowledge was transferred.

External audit

Following the completion of the audit of the 2024

financial statements, a new external audit partner

took over responsibility for the audit of the 2025

financial statements bringing a fresh perspective to

the audit.

Material controls framework

During the year, the Committee oversaw the initial

development of a new material controls framework,

and more specifically the process to identify,

document and implement a set of material controls.

This has helped to clarify and formalise the activities

undertaken in the business to manage its most

significant risks and prepare us for the forthcoming

changes to Provision 29 of the UK Corporate

Governance Code 2024.

Control effectiveness

After the year-end, management presented a report

outlining the Company’s principal risks, the risk

management process and internal control systems,

and management’s assessment of the effectiveness

of the risk management process and internal control

systems. The Committee received an update on the

delivery of the 2026 control improvement action

plan and discussed further opportunities for control

improvements. The internal audit and risk function

confirmed adequate coverage of the Company’s

principal risks and the general design adequacy of

key systems. External audit confirmed that all four

significant internal control findings over financial

reporting raised in the prior year had been addressed.

The Committee critically assessed the reports

provided. Taking into account the improvements

made during the year and the manual detection

controls in place, it was concluded that the control

environment was effective.

Focus for 2026

Looking ahead to 2026, the Committee’s key focus

will be on reviewing the effectiveness of the risk

management and internal control systems and

overseeing actions required to remediate any issues

identified.

Mike Iddon

Chair of the Audit and Risk Committee

16 March 2026

Committee members

Mike Iddon (Chair)

Independent Non-executive Director

Sonita Alleyne

Independent Non-executive Director

Mark Clare

Senior Independent Non-executive Director

Laura Harricks

Independent Non-executive Director

Role of the Committee

The role and responsibilities of the Committee

are set out in the Committee Terms of Reference,

which are available on the Company’s website

www.wickesplc.co.uk. The Committee’s main

focus is on:

– monitoring the integrity of financial reporting

and narrative reporting;

– reviewing the Company’s internal financial

control and risk management systems; and

– monitoring and reviewing the effectiveness of

both internal and external audit.

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Governance

16%

Internal

audit

Financial

reporting

28%

External

audit

22%

Risk management

and internal

control

20%

Activities of the Committee

During the year, the Committee held five

scheduled meetings. The Committee has a

structured forward looking meeting planner

to ensure that the responsibilities of the

Committee are discharged during the year

and it reflects the reporting cycle of the Group.

The planner is reviewed and developed where

appropriate to meet the changing needs of the

Group.

Committee composition

The Committee is composed solely of

independent Non-executive Directors who

collectively have considerable financial

experience and provide a wide range of insight

and expertise necessary to fulfil the duties and

responsibilities of the Committee.

The Chair of the Committee has recent and

relevant financial experience of being a CFO of

another listed business, and the Committee as a

whole has competence relevant to the sector in

which the Group operates. Further details of the

Committee members and their experience can

be found on pages 76-77. Overall attendance for

Committee meetings was 100%. Further details

about meetings and attendance can be found

on page 80.

Percentage of time spent by the Committee

inscheduled meetings

Prior to the start of each Committee meeting, the Committee meets without the Executive Directors present to discuss any relevant matters with the internal and external

auditors. Where appropriate, these matters are then raised during the course of the meeting. The Committee Chair also meets the internal auditor and external auditor

prior to all meetings to provide additional opportunity for open dialogue and feedback without management present.

During the year, the Committee received reports and updates from management and internal and external audit. A summary of the key matters considered by the

Committee in 2025 is set out below.

February March June September December

Key judgements and financial

reporting for the 2024

financial year

Internal controls programme

Group Risk Register updates

Operational audit report

Security and investigations

report

External audit update on

progress of 2024 year end

audit

Non-audit fees

Reappointment of external

auditor

Internal audit reports and

progress against the Internal

Audit Plan

Approval of updated Terms of

Reference

Internal controls programme

Group Risk Register updates

Cyber resilience review

Tax and treasury policies

Contractor and consultancy

spend

Interim review of strategy and

plan

Non-audit fees

Internal audit reports and

progress against the Internal

Audit Plan

Key judgements and financial

reporting for the 2024

financial year

Annual Report and Accounts

for the 2024 financial year

Going concern and viability

for the 2024 financial year

Dividend and buyback

programme proposal

Internal controls programme

Effectiveness of internal

controls

Group Risk Register

Principal and emerging risks

and mitigations

External audit report on

financial statements and

Annual Report and Accounts

for 2024

Non-audit fees

Internal audit reports and

progress against the Internal

Audit Plan

Key judgements and financial

reporting for the 2025 half

year

Going concern for the 2025

half year

Interim financial statements

for the 2025 half year

Dividend proposal

Internal controls programme

Group Risk Register

External audit report on

interim 2025 financial

statements

Non-audit fees

Internal audit reports and

progress against the Internal

Audit Plan

Key judgements and financial

reporting for the 2025

financial year

Internal controls programme

Group Risk Register updates

External audit strategy and

plan for the 2025 financial

year

Effectiveness of external

audit

Approval of Internal Audit

Plan for 2026

Internal audit reports and

progress against the Internal

Audit Plan

Effectiveness of internal audit

function

Key

Financial reporting

Risk management and internal control

External audit

Internal audit

Governance

Audit and Risk Committee report continued

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Audit and Risk Committee report continued

Key judgements and financial reporting matters

A key aspect of the Committee’s work is monitoring

the integrity of the annual and interim reports,

including a review of the significant financial

reporting matters and judgements contained in them.

Key accounting judgements considered, conclusions

reached and their financial impacts for the year

ended 27 December 2025 are set out below. Some

of these items were discussed during the year and

others were discussed after the year end in the run up

to the results.

In reaching its conclusions, the Committee

considered papers and explanations given by

management, discussed each matter in detail,

challenged assumptions and judgements made and

sought clarification where necessary. It reviewed

and discussed reports from the external auditor on

the work undertaken to arrive at the conclusions set

out in its audit report on pages 119-126 and had the

opportunity to discuss it with the external auditor

in depth.

For details on issues considered by the Committee

relating to the financial statements, see the Notes

to the consolidated financial statements on pages

131-159.

The carrying value of store assets

The Group balance sheet contains £579.9m (2024:

£562.5m) of right-of-use assets. The Directors are

required to determine whether those assets have

suffered any impairment or whether there has been

any reversal of an impairment previously recorded,

taking into account appropriate indicators, for

example store profitability, stores with recent losses

or those with high-value assets. Where there are

indicators of impairment or reversal, calculations are

performed which compare the present value of future

cash flows for each cash generating unit.

Management performs a significant amount of

analysis and reconciliation to compare revenue

recognised by each system, determine how the

timing differences arise and ensure revenue is

appropriately recognised in line with its accounting

policies. Management reported to the Committee

on the outcome of this exercise and presented final

papers to the Committee at the year end, setting

out how conclusions were reached on the reported

revenue. The Committee reviewed and discussed

the information presented, received a report from

the external auditor on the work undertaken to arrive

at the conclusions set out in its audit report and

discussed the progress with the external auditor.

After reviewing these papers and obtaining further

explanation where necessary, the Committee

concluded that the process of review and controls

operated by management had resulted in an accurate

revenue and deferred revenue number being reported

in the financial statements.

The carrying value of the parent Company’s

investment in subsidiary

The Company balance sheet contains £560.0m

(2024: £556.8m) of investments, representing its

investment in Wickes Group Holdings Limited. The

Group contains two trading entities, Wickes Building

Supplies Limited and Gas Fast Limited (trading

as Wickes Solar), and the investment therefore

represents the entirety of the trading businesses of

the Group. The Directors are required to determine

whether this investment has suffered any impairment

whenever there are indicators of possible impairment.

They do this by comparing the net present values of

future cash flows from the investment and net cash

held, with the carrying value of the investment in the

balance sheet. The calculations undertaken to help

arrive at a conclusion incorporating a consideration

of the risks associated with the business and are

based upon forecasts of its long term future cash

flows, which by their nature require judgement

to be exercised and are subject to considerable

uncertainty. The cash flow forecasts used for

impairment considerations are prepared taking into

consideration the historical financial performance,

the annual budget and the five-year plan presented to

Management presented the Committee with papers

setting out the results of the work performed, the

methodology used, the assumptions made and

the conclusions reached. Management explained

to the Committee how the cash flow, central cost

allocation (including IT investment) and discount

rate calculations were prepared, how individual

stores were determined to be potentially impaired or

which indicated reversals of prior impairments, the

key assumptions and judgements that were made

and how sensitive the cash flows were to changes

in key assumptions. After reviewing these papers

and obtaining further explanation where necessary,

the Committee concluded that management’s

final position, after appropriate challenge and

review, reached a balanced and reasonable

conclusion regarding the impairment charges and

reversals of prior charges recognised and included

acceptable judgements.

Revenue recognition

The Group recognised £427.3m (2024: £409.3m)

of revenue in the financial year in respect of Design

& Installation revenue and carried forward Design

& Installation revenue of £30.9m (2024: £22.6m)

as a liability on its balance sheet where orders had

been paid in advance but either fully or partially

undelivered at the period end. Design & Installation

revenue represents a large number of individual

transactions and recognition is driven from a number

of different systems, including the product delivery

system, the ordering system, as well as the data

automatically posted in the finance system, with

each system showing some timing differences on

the point of completion of individual orders. To ensure

appropriate revenue recognition in the accounting

records, management therefore maintains a separate

order book to track the revenue that should actually

be recognised in the period.

and approved by the Board.

Management presented the Committee with papers

setting out the results of the work performed, the

methodology used, the assumptions made and the

conclusions reached. Management explained to the

Committee how the cash flow and discount rate

calculations were prepared, the key assumptions and

judgements that were made and how sensitive the

cash flows were to changes in key assumptions.

After reviewing these papers and obtaining further

explanation where necessary, the Committee

concluded that management’s final position, after

appropriate challenge and review, reached a balanced

and reasonable conclusion and included acceptable

judgements.

Climate reporting

The Committee’s role is to gain assurance that the

effects and consequences of climate change are

being adequately reflected in our financial statements

and valuations. Last year we reported on all areas

of the TCFD framework. This year management

has made further progress with understanding our

climate-related risks and opportunities and this year

we continue to be in full compliance with the TCFD

recommendations. For more information see pages

51-61.

The Committee will continue to monitor developing

best practice, and seek training/professional

guidance when required, to ensure that it continues to

effectively oversee the reporting in this area.

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

External auditor

This Audit and Risk Committee report describes how

the Committee has complied, to the extent applicable,

with the provisions of the ‘Audit Committees and

External Audit: Minimum Standard’ during the year.

There were no shareholder requests for certain

matters to be covered in the audit during the year and

there were no regulatory inspections of the quality of

the Company’s audit.

The Committee is responsible for overseeing the

relationship with the external auditor, including

recommending to the Board its reappointment or

removal, assessing external audit independence

and approving the statutory audit fees. KPMG LLP

(KPMG) continued as the Company’s external auditor

for the financial period ended 27 December 2025,

having been reappointed as auditor of the Company

on 24 May 2024 by shareholders at the AGM. The

audit partner rotated following the completion of the

2024 financial year accounts.

Wickes became a public interest entity (PIE) in April

2021 when its shares were admitted to trading on

the London Stock Exchange and therefore, under the

Companies Act 2006, the next tender will be required

in respect of the 2031 financial year (ten years from

the date of the Company becoming a PIE). Auditor

rotation is required 20 years from the date of the

Company becoming a PIE. Our audit rotation policy is

to align with the Companies Act 2006 and therefore

this will be due no later than 2041.

External audit effectiveness

During the year, the Committee considered the

quality, effectiveness, independence and objectivity

of KPMG through the review of all reports provided

and the regular contact with the auditor both during

Committee meetings and through other interactions.

In addition, an annual assessment was conducted

in accordance with a process agreed with the

Committee which involved seeking the views of the

Committee, and the external audit partner as well as

those of colleagues who have regular interactions

with the external audit team, on the following areas:

– Resource management and the operation

of the audit

– Knowledge and expertise of the audit team

– Dynamics and challenge

– Planning, reporting and risk management

A summary of the responses was presented to

the Committee at its meeting in December 2025.

The Committee used the feedback to assist its

assessment of whether the external auditor met the

required standards of qualification, independence,

expertise, effectiveness and communication, and

discussed its conclusions and opportunities for

improvement with the external auditor. The overall

feedback was positive and no significant issues were

identified as part of this process. It was agreed that

the audit was robust and professionally performed,

the audit team had a good understanding of the

business and there was a high degree of constructive

challenge from the external audit team. It was

recognised that there continued to be opportunities

for both management and the auditor for making the

audit process more efficient.

During the 2025 financial year, Wickes entered the

FTSE 250 and became subject to the Statutory Audit

Services for Large Companies Market Investigation

(Mandatory Use of Competitive Processes and

Audit Committee Responsibilities) Order 2014 (the

Order) which requires the Company to carry out a

competitive audit tender within ten years of the last

tender.

In order to achieve our objective to appoint auditors

which will provide an effective and efficient audit of

the highest quality, we believe it is important for our

approach to allow sufficient time to carry out a robust

and thorough process that enables a suitable number

of firms to participate, ensuring that any firm which

currently provides prohibited non-audit services

would have sufficient cooling off time to make

themselves independent and be able to shadow

the incumbent auditor (if applicable) to facilitate a

smooth transition. We therefore plan to commence

an audit tender in Q2 2027 after the publication

of the Company’s 2026 financial statements and

the completion of the CMA’s review of market

remedies in 2026. The successful firm is expected

to commence audit work on the Company’s 2029

financial statements.

The external auditor’s role is to express an opinion

on the financial statements of the Group. KPMG

discussed its findings with management and

reported to the Committee during the year on its audit

work and audit opinion. The Committee reviews any

recommendations made by KPMG and agrees what

actions should be taken with management.

The Committee concluded that KPMG had applied

appropriately robust challenge and professional

scepticism throughout the year which demonstrated

KPMG’s independence. It was noted that KPMG

had a detailed knowledge of the business and an

understanding of the sector and the Committee

determined that KPMG possessed the expertise

and capability required to perform its duties and, in

particular, the audit effectively.

External audit independence

The Committee regards the independence of the

external auditor as crucial in safeguarding the

integrity of the audit process and takes responsibility

for ensuring the relationships between the

Committee, the external auditor and management

remain appropriate. The Committee recognises

that independence is also a key focus for the

external auditor, and KPMG has confirmed that it

has complied with its own ethics and independence

policies. KPMG provides confirmation of

independence during the planning stage of the audit,

disclosing matters relating to its independence and

objectivity, and a final independence confirmation

statement at the conclusion of each audit. There

were no independence issues raised in respect of the

2025 audit.

Audit and Risk Committee report continued

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Non-audit services

Additional non-audit services provided by the

auditor may impair its independence or give rise to a

perception that its independence may be impaired.

The Non-audit Fees Policy was originally approved

by the Committee in 2021 and was last reviewed

and reapproved in December 2024. The policy is

designed to ensure the ongoing independence and

objectivity of the external auditor. The policy sets out

the permitted and prohibited services for which the

external auditor may not be engaged, and includes

approval limits and a cap on allowable non-audit fees.

Key provisions of the policy are as follows:

Fees for non-audit services provided by the

statutory auditor in any year may not exceed 70%

of the average fees for the Group statutory audit in

the three previous years.

The auditor is prohibited from providing certain

non-audit services, including tax work, internal

audit, corporate finance, and involvement in

management activities.

The external auditor may not be engaged to

provide any non-audit services without the

approval of the Committee.

During the year, the Committee regularly reviewed

the non-audit fees. For the year ended 27 December

2025, the total fees for non-audit services provided

by the auditor to the Group did not exceed 70%

of the average of the statutory audit fee for the

Group’s consolidated financial statements and

statutory accounts paid to the auditor in the last

three consecutive financial years. The fees paid to

the auditor are set out on page 136 of the notes to

the financial statements. The Committee is satisfied

that the Non-audit Fees Policy was complied with

throughout the year and, in its opinion, the external

auditor remains independent.

Internal Audit Plan

Each year an audit needs assessment is carried out.

This considers the Group’s principal and emerging

risks, the Group’s appetite for risk, any changes to

the business and findings from prior audits, along

with priorities and specific areas of focus highlighted

by the Executive Board, senior management and

the Committee.

The output from this assessment is used to establish

the Internal Audit Plan for the year. The Internal Audit

Plan for 2025 was approved by the Committee and

included a combination of risk-based assurance

audits and advisory projects. The following reviews

were completed in 2025:

Business continuity management

IT resilience

Material controls project review

Payroll

Procurement and contract management

Assurance mapping exercise

TradePro

Economic Crime and Corporate Transparency

Act 2024

Leases

Fraud management

Green claims

Customer services for Design & Installation

Any proposed changes to the Internal Audit Plan

are presented to the Committee for approval as

necessary during the year, to take account of any

new internal or external developments. During the

year, a number of minor changes were made to the

Internal Audit Plan to ensure planned assurance

activity focused on the key needs of the business.

Timings of some audits were also adjusted to ensure

that management resources were available to fully

support and engage with Group Internal Audit.

External audit reappointment

Having considered and been satisfied with

the effectiveness and independence of the

external auditor, the Committee agreed that a

recommendation to reappoint KPMG as auditor

would be made to the Board.

Internal audit

The internal audit and risk function provides the

Committee and management with independent

and objective assurance on the adequacy and

effectiveness of the Group’s internal controls.

During the year, an in-house internal audit and

risk function was put into place. The transfer of

responsibility for internal audit and risk from BDO

LLP (BDO) was completed over a number of months

whilst the in-house team was built and knowledge

transferred, ensuring a smooth transition.

The work of internal audit is set out in an Internal

Audit Charter, which is agreed annually with the

Committee. The internal audit and risk function has

an independent reporting line to the Chair of the

Committee and a direct reporting line to the Chief

Financial Officer.

The Committee meets with the Director of Audit

and Risk without executive management present

before each Committee meeting and the Committee

Chair meets with the Director of Audit and Risk on

a quarterly basis or more frequently if required.

At every Committee meeting, the Committee

received and reviewed reports from internal audit,

setting out progress against the agreed Internal

Audit Plan, findings from individual internal audits

undertaken and progress against audit actions

previously identified.

The high-level scope of each internal audit review

is agreed with the Committee when the Internal

Audit Plan is set, as well as confirming the Executive

sponsor. The sponsor is involved in the planning

stages of each audit, overseeing completion of

the work and supporting the internal audit and risk

function to agree conclusions and recommendations.

Ongoing visibility of the internal control environment

is provided via internal audit reports to the Executive

Board and the Committee. Reports are graded to

reflect an overall assessment of the design and

operational effectiveness of the control environment

under review, and the significance of any control

weaknesses identified.

Improvement actions to address findings are

identified and agreed with management. The

Committee regularly reviewed actions arising from

internal audits. Reports on the progress of the audit

actions are presented to the Executive Board every

month and to the Committee at every meeting,

with a focus on the status of any deferred and

overdue actions.

Internal audit effectiveness

During the year, the Committee assessed the

effectiveness of the internal audit and risk function to

satisfy itself that the quality, expertise and experience

of the function is appropriate for the Group. The

questionnaire was modified due to the change from

a fully outsourced model to an in-house internal audit

and risk function, reflecting that the transition was

ongoing for much of the year. The assessment was

conducted in accordance with a process agreed with

the Committee and involved seeking the views of the

Committee, as well as the Executive Board and those

of colleagues who have regular interactions with the

internal audit and risk function with a focus on the

following areas:

– The operation of the internal audit and risk function

– Planning, reporting and risk management

Audit and Risk Committee report continued

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

A summary of the responses was presented to

the Committee at its meeting in December 2025.

The Committee used the feedback to assist its

assessment of the effectiveness of the internal audit

and risk function and discussed its conclusions and

opportunities for improvement with Group Internal

Audit. The overall feedback on the in-house model

was positive and a number of actions to make

improvements were identified as part of this process.

Risk management and internal controls

The internal audit and risk function provides the

Committee with support and advice on the Group’s

assurance framework and risk management

processes.

Risks are actively managed on an ongoing basis.

Details of risks faced by the Group are maintained

in the Group Risk Register, with key risks regularly

collated and reviewed by management and the

Executive Board to assess the potential impact and

likelihood of occurrence, after taking into account key

controls, mitigating factors and interdependencies.

Additional focus is given to any risks that fall outside

of the Company’s risk appetite, and further mitigating

actions are put in place, where appropriate, to

manage risks to an acceptable level. The principal

risks and uncertainties are developed from this Group

view of risk management, and are set out on pages

64-69, together with information on how those risks

are mitigated and how emerging risks are assessed.

The Committee also received reports on the

implementation of a Governance, Risk & Compliance

system. During the year, the system was fully

implemented and is now being used to evidence and

monitor the operation of material controls, supporting

the existing assurance mechanisms that are in place.

At the year end, the Committee reviewed the

effectiveness of the risk management and internal

control systems, including all material controls.

Noting the improvements made in 2025 and taking

into account the manual detection controls in place,

the Committee concluded that the internal control

environment was effective.

The Committee recognises the importance of

continuous improvement in the effectiveness of the

Company’s systems and processes, and is highly

focused on ensuring that the Company delivers the

required improvements to its material controls, as

well as addressing the requirements of Provision 29

of the UK Corporate Governance Code 2024.

Committee effectiveness

The effectiveness of the Committee was considered

as part of this year’s external Board performance

review process, more details of which can be

found on page 93. The review concluded that

the Committee continues to operate effectively

with no areas of concern requiring immediate

attention identified.

The Committee receives regular reports to provide

assurance over the extent and performance of the

control environment and to assist in its oversight of

the principal risks. These reports include:

– reports from management on progress with

developing the material controls framework and

with the ongoing development of our key financial

controls framework;

– control improvement updates and assurance

reports from oversight functions across the

business, including finance, cyber security,

compliance, store operations and security and

investigations;

– reports from Group Internal Audit providing a

status update on the implementation of agreed

audit actions;

– reports from Group Internal Audit on its audit

reviews and findings as part of the Internal Audit

Plan; and

– KPMG’s external audit findings and insight from

the external audit process.

The Committee’s focus during the year has been

on the work undertaken to identify and document

material controls and to monitor the development

of material controls across the business. The

Committee has received assurance from

management that these controls are appropriately

documented and that the expected control activities

are taking place. Whilst the robustness and resilience

of material controls continues to improve, there

remains a high level of reliance on manual detection

controls. The Company’s strategic transformation

programme will optimise and automate a significant

proportion of these manual controls, further

strengthening the control environment.

Audit and Risk Committee report continued

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Dear Shareholder,

I am pleased to present the Company’s Responsible

Business Committee report for the year ended

27 December 2025. The Committee provides a

dedicated forum for discussion of ESG-related

matters. The following pages describe the activities

of the Committee and provide an overview of the

topics addressed during the year.

The Committee guides the Board on the

Company’s ESG ambitions and oversees social and

environmental priorities, aligning with the Group’s

Responsible Business Strategy, Built to Last. David

Wood and Mark George, along with leadership

team members and subject matter experts,

regularly attend Committee meetings to share their

ESG expertise. This collective experience fosters

ambitious, constructive and progressive discussions

on a wide range of social and environmental topics.

2025 activities

The Committee had a productive year, reviewing

a broad range of important sustainability topics,

which are detailed on the following page and in the

Responsible business section. The Committee’s

discussions, informed by detailed papers and

briefings, helped to develop a greater depth of

understanding on these key issues.

Inclusion and diversity

The focus during the year under our People pillar

has been on improving our diversity reporting.

Understanding opportunities for increasing diversity

across the business was a priority for the Committee.

We have seen good progress in improving ethnicity

representation across the colleague population to

reflect the communities that we serve and laying

foundations to drive increased gender balance across

the business in future.

Environment

On environmental matters, rebaselining the

Group’s science-based targets and plotting the

decarbonisation pathway to net zero were a key

focus which will be supported by the implementation

of greenhouse gas (GHG) emissions software. The

Committee also discussed the development of the

Company’s avoided emissions methodology to

help the business quantify how it has enabled the

avoidance of emissions from the sale of home energy

product ranges, such as solar panels.

I am pleased with the progress made which is

reflected in our improved CDP (previously known as

Carbon Disclosure Project) Climate Change rating,

which is now A-, and our participation for the first

time in the Parker Review and the FTSE Women

Leaders Review, as we entered the FTSE 250.

Focus for 2026

Over the last five years, the Committee has covered

a lot of ground and matured in its understanding of

and approach to ESG issues. In 2026, we will take the

opportunity to review our priorities as a Committee,

taking into account the recommendations from the

2025 Board performance evaluation.

Sonita Alleyne

Chair of the Responsible Business Committee

16 March 2026

Committee members

Sonita Alleyne (Chair)

Independent Non-executive Director

Mark Clare

Senior Independent Non-executive Director

Laura Harricks

Independent Non-executive Director

Mike Iddon

Independent Non-executive Director

Christopher Rogers

Non-executive Chair of the Board

Role of the Committee

The role and responsibilities of the Committee

are set out in the Committee Terms of Reference,

which are available on the Company’s corporate

website www.wickesplc.co.uk. The Committee’s

main focus is on:

– reviewing and approving the Responsible

Business Strategy, ensuring it addresses key

issues relevant to the business;

– monitoring the execution of the Responsible

Business Strategy including approving related

targets and monitoring performance against

these targets; and

– providing assurance to the Board that the

Responsible Business Strategy is the right

strategy to support the long term sustainable

success of the business and that it is being

implemented effectively.

Responsible Business Committee report

100

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Governance

11%

Performance

and reporting

21%

Strategy

49%

Remuneration

targets

19%

Activities of the Committee

During the year, the Committee held four

scheduled meetings. The Committee has a

structured forward looking planner to ensure

that the responsibilities of the Committee are

discharged during the year. The planner is

regularly reviewed and developed to meet the

changing needs of the business.

Committee composition

Committee membership comprises the Non-

executive Directors, including the Chair of the

Board. Details of their experience and skills

are set out in the biographies on pages 76-77.

Overall attendance for Responsible Business

Committee meetings was 100%. Further details

about meetings and attendance can be found

on page 80.

David Wood, CEO, and Mark George, CFO, are

not members of the Committee but, along with

other key members of management, are invited

to and attend all meetings to provide valuable

operational and financial insight and feedback

on performance against the Responsible

Business Strategy.

Percentage of time spent by the Committee

inscheduled meetings

Details about our Responsible Business Strategy

and the progress made in 2025 can be found in the

Responsible business and Climate-related financial

disclosures sections on pages 28-61.

Responsible business targets

The Committee closely monitors progress against

targets for all areas of the Responsible Business

Strategy. It also considers the key areas of strategy

to link to remuneration and recommends ESG

targets for incentive purposes to the Remuneration

Committee. At the end of each year, the Committee

considers performance against targets and makes

a recommendation on the level of payout against

the targets to the Remuneration Committee. Further

details can be found in the Directors’ Remuneration

report on pages 102-113.

Committee effectiveness

The effectiveness of the Committee was considered

as part of this year’s external Board performance

evaluation process, more details of which can be

found on page 93. The review concluded that the

Committee continues to operate effectively with

no areas of concern requiring immediate attention

identified. The key action arising from the review was

to review the remit of the Committee to focus on the

Group’s key strategic ESG priorities.

More information on colleague reward and

engagement can be found in the Directors’

Remuneration report on pages 110–111, the

Responsible Business section on pages 32–36 and

the Section 172 statement on pages 84–87.

A summary of the key matters considered by the Committee in 2025 is set out below.

February June September December

ESG and climate-related Annual

Report disclosures

Assurance over disclosures

Built to Last Strategy objectives

and targets

Diversity strategy and targets

ESG-linked remuneration targets

Science-based targets and

decarbonisation action plan

Committee Terms of Reference

Climate Risk Register

Charity and community

expenditure report

Inclusion and diversity progress

and Parker Review targets

ESG-linked remuneration targets

Climate risks and opportunities

Nature risks and opportunities

Science-based targets and

decarbonisation progress

WEEE and Battery Take Back

Policy

Colleague stakeholder feedback

External ESG policy

developments

Inclusion and diversity progress

and targets

Science-based targets and

decarbonisation progress

Avoided emissions

Packaging

Responsible sourcing

Inclusion and diversity progress

and Parker Review targets

Stakeholder feedback

External benchmark/surveys

Avoided emissions

Decarbonisation action plan

ESG-linked remuneration targets

Priorities for 2026

Responsible Business Committee report continued

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Wickes Group Plc Annual Report and Accounts 2025

Dear Shareholder,

On behalf of the Remuneration Committee, I am

pleased to present the 2025 Directors’ Remuneration

report for Wickes. The report covers two key areas:

– This letter, which provides a summary of the key

remuneration decisions made in respect of 2025

and our proposed approach for 2026.

– The Annual Report on Remuneration, describing

how the existing Remuneration Policy has been

applied for the year ended 27 December 2025 and

how we intend to implement the Policy for 2026.

The Company’s Directors’ Remuneration Policy was

approved at the 2024 AGM. A copy of our full Policy

is available on our website www.wickesplc.co.uk/

investors/investors-overview/.

Wickes has performed well in 2025 with increased

profits and volume-led sales growth, as we attract

more customers to shop with us. Whilst the

economic backdrop remains challenging, we have

outperformed the market and grown our market

share year-on-year. This positive performance has

been reflected in our remuneration outcomes for

the year.

Our approach to remuneration as a Group continues

to be guided by our reward philosophy and a set of

reward principles that are aligned to our business

strategy. For Executive Directors, pay is governed by

our Remuneration Policy, approved by shareholders

in 2024. Our focus for 2026 is to continue effective

implementation of this Policy to ensure that pay

continues to support our business strategy and

remains market competitive.

During the year there have been no changes to the

membership of the Remuneration Committee, which

remains focused on maintaining an open dialogue

with shareholders.

The Committee carefully considered the experience

of key stakeholders during the year, including

colleagues and shareholders, when making

remuneration decisions.

Reward and benefits across the Group

Colleagues receive a competitive remuneration

package, which is regularly reviewed with reference

to the external market. In April 2025 we awarded an

average colleague salary increase of more than 5%,

and we expect to award an increase of more than

3.5% in April 2026. We continue to significantly invest

in our variable pay plans for which all colleagues

are eligible to participate. We paid out more than £8

million in annual bonus to eligible colleagues for 2025,

and £4 million to colleagues through Gainshare, our

store profit share scheme.

c. £7.8m

Total gains shared between colleagues under the

2022 SAYE scheme

We want our colleagues to share in our success and

under our Save As You Earn (SAYE) scheme in 2025

around 900 colleagues shared in a total profit of c.

£7.8 million as a result of strong growth in the Wickes

share price over the duration of the scheme. This

represented a profit of £8,885 for a colleague who

invested the average £199 a month over the past

three years.

Prioritising colleague wellbeing remains fundamental

to the success of the business, and we offer a

competitive range of benefits and services to support

this including access to a virtual doctor, home

health test kits and mental health support, all free

of charge. In addition, our comprehensive ‘Peppy’

benefit provides colleagues with access to expert,

one-to-one support across a range of key health

topics covering menopause, fertility, parenthood, and

general men’s and women’s health.

Fair pay is at the core of our reward offering, and for

2025 we reported median gender and ethnicity pay

gaps of 3.2% and 0.7% respectively.

Committee members

Mark Clare (Chair)

Senior Independent Non-executive Director

Sonita Alleyne

Independent Non-executive Director

Laura Harricks

Independent Non-executive Director

Mike Iddon

Independent Non-executive Director

Christopher Rogers

Non-executive Chair of the Board

Role of the Committee

The role and responsibilities of the Committee

are set out in the Committee Terms of Reference,

which are available on the Company’s corporate

website www.wickesplc.co.uk. The Committee’s

main focus is on:

– determining the Remuneration Policy for

the Board and other designated senior

management;

– ensuring the Remuneration Policy meets

regulatory and legal requirements, and

supports successful delivery of the Company

strategy;

– to keep under review the remuneration of

each Executive Director, each Executive

Board member and other designated senior

management to ensure it supports the

retention and engagement of key talent; and

– reviewing wider workforce remuneration and

the alignment of incentives with culture.

Remuneration Committee report

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Wickes Group Plc Annual Report and Accounts 2025

Responsible business

As part of the Responsible Business Strategy, the

business continues to make good progress with

prioritising diversity and inclusion (I&D). Targets for

gender and ethnic diversity were again included in

both the Executive Director and senior leadership

annual bonus schemes, and during 2025 we made

significant progress in increasing the proportion of

colleagues from Underrepresented Ethnic Minorities

(UEM) across the wider workforce to reflect the

communities we serve (refer to page 34).

The business has also continued to mature its

approach to managing its climate change risks and

impacts, and the decarbonisation roadmap is linked

to the Long Term Incentive Plans (LTIPs) for 2024,

2025 and 2026.

Group performance highlights for 2025

In 2025, we delivered revenue of £1,636.2m.

Our adjusted profit for the year was £49.9m.

£1,636.2m

Revenue (2024: £1,544.5m)

£49.9m

Adjusted PBT (2024: £43.6m)

£62.8m

Free cash flow (2024: £32.2m)

17.4p

Adjusted basic earnings per share (EPS) (2024:

14.1p)

Proﬁt before tax

(adjusted)

Free cash flow

Female representation

across the wider

workforce

UEM representation

across the wider

workforce

Total

£49.9m

38.9%

£45.6m

69.8%70%

20%

5.0%

100%

48.9%

£52.8m

£62.8m

£29.6m

100% 20.0%

£39 .5m

39.0%

0.0% 0.0%

39.2%

15.1%

13.5%

100% 5.0%

14.3%

73.9%

100%50%

Measure

Weighting Threshold Target Max

% maximum

achieved

% bonus

achieved

LTIP awards

Based on the strong performance outcomes over the three-year period, the formulaic level of vesting for the

2023 LTIP award is 88.8% of maximum for both Executive Directors. The awards are delivered entirely in Wickes

Group Plc shares and are subject to a further two-year holding period.

Earnings per share

(adjusted)

Total Shareholder

Return

ESG (science-based

targets)

Total

20.7p

16.3p

81.3%60%

30%

10%

100%

48.8%

22.1p

Above Upper Quartile

Median

100% 30.0%

Upper Quartile

10%

100% 10%

10%

88.8%

100%60%

Measure

Weighting Threshold Target Max

% maximum

achieved

% LTIP

achieved

1 EPS targets were set (and the outcome calculated) on a pre-SaaS (Software as a Service) basis (see page 107 for further details).

Shareholder experience in 2025

The Board is pleased to recommend a final dividend

of 7.3 pence per share, taking the full year dividend to

10.9 pence per share.

We further enhanced shareholder returns through

share buybacks and completed the £20 million share

buyback programme in December 2025.

Executive remuneration in 2025

Basic salary

As communicated in advance in last year’s report, the

Committee awarded David Wood, CEO, the second

phase of his exceptional salary increase in 2025.

From 1 April 2025 David Wood, CEO was awarded a

salary increase of 8.6% to £630,000. The Committee

considered this increase in light of recent Group

performance and market rate and were satisfied the

increase was appropriate.

From 1 April 2025 the annual salary for Mark George,

CFO, was increased by 3% to £417,768. This was

below the average increase awarded to the wider

workforce in 2025 of more than 5%.

Annual bonus outturn

The 2025 annual bonus paid out at 73.9% of

maximum. 48.9% of this related to profit before tax

(adjusted), 20.0% related to free cash flow, and 5.0%

related to ESG.

Remuneration Committee report continued

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The Committee considered the formulaic bonus and

LTIP outcomes against the targets which were set

at the beginning of the performance period. At the

time that the targets were set, the Committee was

comfortable that they were appropriately stretching in

the context of the Group’s ambitions and taking into

account the anticipated headwinds. The Committee

considers both the bonus and LTIP outcomes to be

fair and appropriate, therefore no discretion has been

exercised in relation to the bonus payout or LTIP

vesting. Further details on bonus and LTIP outcomes

can be found on pages 106 and 107 respectively.

LTIP grants were made during the year in line with

the Remuneration Policy. The LTIP awarded to David

Wood was equivalent to 185% of base salary, and

the award to Mark George was equivalent to 150%

of base salary. Further details on the performance

measures and targets are set out on page 108.

Our approach to remuneration

in 2026

As set out earlier in my statement, our Remuneration

Policy is unchanged for 2026.

Both Executive Directors will receive a salary increase

of 3% in April 2026. This is below the average of more

than 3.5% to be awarded to the wider workforce as

part of the annual review.

2026 annual bonus measures

The annual bonus for 2026 will continue to be based

70% on PBT (adjusted), 20% on free cash flow, and

10% on people measures that form part of our wider

ESG strategy. Further details can be found on page

109.

The Committee will continue to set challenging but

motivating bonus targets which reflect our internal

projections, the external market which is expected

to remain challenging, and analyst consensus

estimates. Our approach to target setting has

been consistent over the last three years where the

average payout as a percentage of maximum has

been 75%, which has been reflective of year-on-year

performance. Bonus opportunity levels will remain

unchanged.

2026 LTIP measures

There are no changes proposed to the LTIP structure

and weightings, which will continue to be based 60%

on EPS, 30% on Total Shareholder Return (TSR), and

10% on ESG measures linked to our decarbonisation

roadmap. Further details on the 2026 LTIP measures

and targets can be found on page 109.

The Committee will continue to set LTIP targets that

it believes are stretching but achievable assuming

some recovery in the retail market over the period

of the award. LTIP opportunity levels will remain

unchanged.

We continue to consider colleague pay structures

when implementing our reward strategy for Executive

Directors, and further details on colleague pay can be

found on page 110.

The Committee also considers voting on AGM

resolutions and is pleased with the high level of

support it has received historically.

The Committee welcomes any comments you

may have on this report or our remuneration

arrangements in general.

Mark Clare

Chair of the Remuneration Committee

16 March 2026

Remuneration Committee report continued

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Strategic alignment of Executive Director incentive plan metrics with KPIs

Key performance indicator Measure Annual bonus scheme Long term incentive

Profit Profit before tax (adjusted)

Earnings growth Earnings per share (adjusted)

Cash Free cash flow

Share price growth Total Shareholder Return (relative)

ESG objectives People

Environment

1 Based on our inclusion and diversity targets in relation to our gender and ethnicity mix across the wider workforce.

2 Based on our carbon reduction targets.

We aim to

set pay at a

market competitive

level across the

business

We aim to provide

transparent and fair

rewards, recognising and

rewarding colleagues for

their contribution

We aim to align

the interests of

colleagues and

shareholders

through share

ownership

We aim, through our

incentive arrangements,

to reward achievement

of short and long term

objectives and delivery

of the business

strategy

Our remuneration philosophy is aligned to Wickes’ business

strategy and informs pay decisions at and below Board:

Whilst we recognise that, due

to the nature of the role of

our Executive Directors, their

remuneration structure will have

a higher performance-related

element and greater alignment

to long term measures when

compared with colleagues, our

reward principles apply across

both populations to ensure

alignment.

The table below sets out how our Remuneration Policy cascades throughout the organisation:

Pay element Approach for Executive Directors Approach for wider workforce

Base salary Base salary is typically set with reference

to the market, performance and wider

workforce considerations.

Annual increases are typically in line with

or less than those for the wider colleague

population.

Base salary is typically set with reference

to the market, individual performance and

our internal pay structures.

Annual cost of living salary increases

typically take place in April each year.

Benefits A wide range of market competitive

benefits plus contractual car and

private medical benefits.

A wide range of market competitive

benefits are available to all colleagues,

including a cycle to work scheme, health

benefits, and enhanced maternity,

paternity and adoption leave.

Pension Pension comprises a contribution into the

Wickes Retirement Savings Plan or

a cash allowance in lieu of pension

contributions (or a mix of both).

All colleagues are members of the Wickes

Retirement Savings Plan unless they

have opted out.

Short term incentives Annual bonus scheme rewarding

achievement of stretching annual

performance targets linked to delivery

of the business strategy. Deferral of

one third of the bonus into Wickes

Group Plc shares.

All colleagues have the opportunity

to participate in a variable pay plan

normally linked to either Company

or team performance.

Long term incentives LTIP with performance measures over

three years incentivising and rewarding

long term shareholder value creation.

All colleagues may participate in the

annual Sharesave (SAYE) plan over three

years.

The chart below illustrates the difference in reward composition between an Executive Director and typical

colleague.

Executive

Director

Colleague

BenefitsLTIPBonusBasic salary

33%

86%

26%

37%

10%

0% 20% 40% 60% 80% 100%

1 Based on CEO on-target earnings. Bonus is subject to a three year deferral period. LTIP applies over a three year performance period with a

two year holding period.

2 Based on average on-target earnings across the wider workforce (approximate).

Our remuneration philosophy

Remuneration Committee report continued

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Wickes Group Plc Annual Report and Accounts 2025

Single total figure of remuneration (audited)

The table below sets out the remuneration received by the Directors in respect of the year ended 27 December 2025.

Director

Salary/fees

£,000

Benefits

£,000

Pension

£,000

Bonus

£,000

Long term incentives

£,000

Other

£,000

Total fixed remuneration

£,000

Total variable

remuneration

£,000

Total remuneration

£,000

2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024

Executive Directors

David Wood 618 567 22 22 58 60 745 596 1,676 0 0 0 698 649 2,421 596 3,119 1,245

Mark George 415 402 13 13 37 35 370 312 1,062 0 0 0 465 450 1,432 312 1,897 762

Non-executive Directors

Christopher Rogers 210 203 0 0 0 0 0 0 0 0 0 0 210 203 0 0 210 203

Mark Clare 82 80 0 0 0 0 0 0 0 0 0 0 82 80 0 0 82 80

Sonita Alleyne 74 71 0 0 0 0 0 0 0 0 0 0 74 71 0 0 74 71

Mike Iddon 74 71 0 0 0 0 0 0 0 0 0 0 74 71 0 0 74 71

Laura Harricks 62 60 0 0 0 0 0 0 0 0 0 0 62 60 0 0 62 60

Total 1,535 1,454 35 35 95 95 1,115 908 2,738 0 0 0 1,665 1,584 3,853 908 5,518 2,492

1 During the year, Mark George elected to sacrifice a portion of his salary in exchange for a car.

2 Includes the cost to the Company of private medical insurance and company car benefit. David Wood also receives a fuel allowance.

3 Pension contributions equal to 10% of base salary were paid as a combination of pension payments and cash in respect of 2025, in line with the maximum rate available to the wider workforce.

4 One third of bonus earned will be deferred into shares, in line with Policy.

5 The 2023 LTIP award has been valued using the average three month share price to 31 December 2025 of £2.253.

Base salary

Salary effective

from 1 April

2025

David Wood £630,000

Mark George £417,768

Benefits

For 2025, benefits for Executive Directors included the provision of private medical insurance, life assurance,

income protection and a company car or car allowance.

During the year, Mark George elected to sacrifice a portion of his salary in exchange for a car.

Pension

David Wood and Mark George received pension contributions equal to 10% of base salary, paid as a

combination of pension payments and cash, which is in line with the maximum rate available to the wider

workforce.

Annual bonus

The table below sets out details of the bonus targets and outturns for 2025:

Measure

Weighting %

of bonus Threshold On-target Maximum Actual

achievement

of bonus

Discretion or

adjustment

to targets?

Profit before tax (adjusted)

70% £45.6m £48.0m £52.8m £49.9m 48.9% N

Free cash flow

20% £29.6m £32.9m £39.5m £62.8m

20.0% N

ESG

% female representation

across the wider workforce 5.0% 39.0% 39.1% 39.2% 38.9% 0.0% N

% UEM representation

across the wider workforce 5.0% 13.5% 13.9% 14.3% 15.1% 5.0% N

Total (% of maximum) 100% 73.9%

1 As reported in the year end income statement.

2 Cash generated from operations, before the impact of adjusting items, after capital expenditure, interest and tax.

3 The strong performance outcomed achieved is as a result of working capital movements reflecting a healthy order book in Design & Installation,

higher capital expenditure accruals and improved creditor payment terms.

Further details on performance against the ESG targets during 2025 is below:

– % female representation across wider workforce: A slight reduction during the year from 39.0% to 38.9%.

– % UEM representation across wider workforce: An increase during the year from 13.3% to 15.1%.

Annual Report on Remuneration

Remuneration Committee report continued

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Long term incentives

Based on the strong performance outcomes over the three-year period, the formulaic level of vesting for the 2023 LTIP award is 88.8% of maximum for both Executive Directors. The awards are delivered entirely in Wickes Group

Plc shares and are subject to a further two-year holding period.

2023 LTIP vesting

Measure Weighting Threshold Maximum Actual Outcome

Adjusted basic EPS in 2025

60% 16.3p 22.1p 20.7p 48.8%

Relative TSR vs constituents of the FTSE 250 (excluding investment trusts) 30% Median Upper quartile 88.1%

30.0%

ESG (science-based targets)

Operations – Reduction in absolute Scope 1 and 2 emissions by 25% by 2025

3.33% 22.5% 27.5% 61.0%

3.33%

Suppliers – 30% of Wickes suppliers by emissions will have science-based targets by 2025

3.33% 27.0% 33.0% 36.9% 3.33%

Products – Reduce Scope 3 GHG emissions from the use of sold products by 16% by 2025

3.33% 14.4% 17.6% 26.7% 3.33%

Total (% of maximum) 88.8%

1 EPS targets were set and the outcome assessed on a pre-SaaS basis. Details of the SaaS accounting adjustment can be found in the 2023 Annual Report and Accounts.

2 Wickes’ percentile ranking relative to the peer group.

3 Compared to a 2021 baseline.

4 Performance has exceeded maximum largely due to the 100% renewable electricity contract for Wickes Building Supplies Ltd, as well as improvements in gas efficiency with the implementation of gas heating controls and the commencement of air source heat pump rollout.

5 Measured as a percentage of total Scope 3 GHG emissions.

Payments to past Directors and payments for loss of office (audited)

No payments were made during 2025 for loss of office or to past Directors.

Statement of Director shareholdings and share interests (audited)

A summary of the Directors’ share interests is set out below.

Director

Shares owned

Exercised

Vested but not

exercised

Unvested and

subject to

continued

employment

Unvested and

subject to

performance

Shareholding

requirement

Deferred Annual

Bonus Plan

(DABP)

Shareholding as

% of salary24 Dec 2025 28 Dec 2024

Executive Directors

David Wood 567,590 484,814 141,221 0 0 2,060,207 200% 263,597 264%

Mark George 85,772 85,772 0 0 0 1,194,107 200% 152,038 94%

Non-executive Directors

Christopher Rogers 176,000 140,000 0 0 0 0 – – –

Mark Clare 42,797 42,797 0 0 0 0 – – –

Sonita Alleyne 0 0 0 0 0 0 – – –

Mike Iddon 15,317 0 0 0 0 0 – – –

Laura Harricks 0 0 0 0 0 0 – – –

1 The aggregate gain arising from the exercise of 141,221 options by David Wood on 7 April 2025 and 4 December 2025 was £253,563. The shares were retained by David Wood.

Shareholdings include all shares beneficially owned by the Director and their partner and the post-tax value of any awards that have vested but have not been exercised. Unvested awards subject to performance or continued

employment are not counted. The calculation is based on the closing share price at year end of £2.355. There have been no changes in the shareholding of Directors between 24 December 2025 and the date this report is signed.

None of the Executive Directors, Executive Board or Non-executive Directors beneficially owns 1% or more of the issued share capital of the Company, nor do they have different voting rights from other shareholders.

The Executive Directors have five years to meet their shareholding guidelines, in line with the Policy.

Remuneration Committee report continued

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Share awards made during the financial year (audited)

The below table summarises the terms for the long term incentives and deferred annual bonus awarded to Directors during 2025.

Director Type of award Plan name Date of grant Number of shares/options Award as % of salary Face value Performance period Vesting date Holding period

David Wood Nil cost option LTIP 28/03/2025 663,120 185% £1,165,500 01/01/2025 - 31/12/2027 28/03/2028 2 years

David Wood Nil cost option DABP 28/03/2025 112,990 31.52% £198,592 n/a 28/03/2028 n/a

Mark George Nil cost option LTIP 28/03/2025 356,538 150% £626,651 01/01/2025 - 31/12/2027 28/03/2028 2 years

Mark George Nil cost option DABP 28/03/2025 59,261 24.93% £104,158 n/a 28/03/2028 n/a

The number of shares under award for David Wood and Mark George’s awards was calculated using a share price of £1.758, being the average of the closing market price of the Company’s shares on the five dealing days

immediately preceding the grant date. The Company’s share plan rules are available from the General Counsel and Company Secretary on request.

2025 LTIP

LTIP grants were made during the year in line with the Remuneration Policy. The LTIP awarded to the CEO

was 185% of base salary, and the award to the CFO was 150% of base salary.

Performance conditions attached to long term incentive awards granted during 2025

Measure Weighting Threshold Maximum

Vesting at

threshold

Vesting at

maximum

Adjusted basic EPS in 2027 60% 20.3p 24.8p 20% 100%

Relative TSR vs constituents ofthe

FTSE250 (excludinginvestment trusts)

30% Median Upper quartile 20% 100%

Reduction in carbon emissions

10% 15,764 tCO

e 15,146 tCO

e 20% 100%

Note – vesting of all measures is on a straight line basis between threshold and maximum.

1 Scope 1 and 2 carbon emissions in 2027 (tonnes carbon dioxide equivalent (tCO

e)).

Adjusted basic EPS has been selected because this is a KPI of the business and is reported externally. It is also a

relevant shareholder measure of Group profitability. Relative TSR has been selected because it aligns Executive

Directors to our investors’ experience and helps to reward outperformance of the market and long term value

creation. Carbon emissions has been selected as our decarbonisation roadmap forms a key part of our overall

ESG strategy.

TSR performance graph and history of CEO pay

The graph to the right shows the Group’s performance from the date of listing to the financial year end,

measured by TSR, compared with the FTSE 250 (excluding investment trusts). The Remuneration Committee

has chosen the FTSE 250 (excluding investment trusts) as the comparative index as it is also the peer group

used for the TSR performance condition in the 2025 LTIP. The table beneath the TSR chart details the total

remuneration for the Chief Executive over this period.

External appointments

External appointments must be approved by the Board in advance and Executive Directors are restricted to one

Non-executive Directorship or other significant appointment. They are entitled to retain any fees paid for these

services. During the year, David Wood served as Non-executive Chairman, Green Sheep Group Ltd.

Dilution limits

Where shares for use in connection with the Company’s share plans are newly issued, the Company operates

within best practice guidance.

Wickes TSR vs FTSE 250 (excluding investment trusts)

Dec

2020

Dec

2021

Dec

2022

Dec

2023

Dec

2024

Dec

2025

120

100

FTSE 250 (excluding investment trusts)

Wickes

Director Year

Total single

figure of

remuneration

(£,000)

% of annual

bonus paid out

% of LTIP

vested

David Wood 2025 3,119 73.9% 88.8%

David Wood 2024 1,245 64.2% 0%

David Wood 2023 1,238 86.9% n/a

David Wood 2022 857 4.66% 100%

David Wood 2021 1,357 79.0% 100%

1 During 2024 the 2021 and 2022 LTIPs both lapsed as performance conditions were not met.

2 There was no LTIP award due for performance testing in 2023.

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Summary of remuneration implementation for 2026

The table below summarises the implementation of the Company’s Remuneration Policy for 2026. A copy of our full Policy as approved at the 2024 AGM is set out in the 2023 Annual Report and Accounts which is available on

the Company’s website www.wickesplc.co.uk/investors/investors-overview/.

Element Implementation details

Base salary – Base salary for the CEO will be increased by 3.0% to £648,900 from 1 April 2026.

– Base salary for the CFO will be increased by 3.0% to £430,302 from 1 April 2026.

Annual bonus – The annual bonus will operate in line with the framework set out in the Policy table. The maximum opportunity will be 160% of salary for the CEO and 120% of salary for the CFO.

– The performance focus areas and weightings will remain broadly the same as for 2025:

– 70% will be based on profit before tax (adjusted).

– 20% will be based on free cash flow.

– 10% will be based on ESG people targets focused on the gender and ethnicity representation of our total workforce.

– Due to commercial sensitivity, the performance targets will be disclosed retrospectively.

LTIP – The LTIP will continue to operate in line with the framework set out in the Policy table. The maximum opportunity will be 185% of salary for the CEO and 150% of salary for the CFO.

– The performance structure and weightings will remain the same as for 2025: 60% earnings per share (adjusted), 30% Total Shareholder Return (relative), 10% ESG.

– For 2026, the ESG targets will continue to be linked to our Scope 1 and 2 decarbonisation plan, however the Committee has agreed that the Company will use metrics that are less impacted by external

factors and provide management with a better line of sight whilst remaining measurable:

– Reduction in gas intensity across all Wickes properties.

– Number of Wickes stores with new solar installations.

– The gas intensity reduction target is still being considered by the Committee while we finalise our long term plans. We expect this process will be completed within six months of the date of this report,

and we will communicate the target at the same time.

– The performance targets for the 2026 LTIP award are as follows:

Measure and weighting Threshold (20% vesting) Maximum (100% vesting)

Adjusted basic EPS in 2028, 60% 21.7p 26.8p

Relative TSR vs constituents of the FTSE 250 (excluding investment trusts), 30% Median Upper quartile

% Reduction in gas intensity (kWh/sq ft) across the property estate in 2028 compared to 2025 (normalised for heating degree days), 5% (To be confirmed) (To be confirmed)

Number of Wickes stores with new solar installations by the end of 2028, 5% 6 12

Pension and benefits – There are no changes to the benefits provision for Executive Directors and pension will continue to be 10% of base salary in line with the maximum rate available to the wider workforce.

Implementation of Non-executive Director Policy in 2026

Fees will increase by 3% from 1 April 2026 for the Non-executive Directors, Board Chair and Chair of a Committee roles. Fees for the Senior Independent Director will increase by 28% to bring in line with market rate. Fees as at

1 April 2026 are set out below:

Role

Fee level

per annum

Basic Non-executive Director £64,691

Board Chair £217,590

Senior Independent Director (additional premium) £11,000

Chair of a Committee (additional premium) £11,76 3

In line with our Policy, reimbursement of reasonable expenses in relation to Non-executive Director duties may be paid.

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Director remuneration in the context of colleague pay

Remuneration approach for the wider Group

The approach to remuneration for our colleagues is

aligned with the principles that apply to our Policy

for the Executive Directors. Pay and benefits reflect

the nature and contribution of the role and take into

account levels of pay in comparable roles in the

market. Our reward framework is regularly reviewed

to ensure colleague pay is fair and appropriate.

All colleagues are eligible for a performance bonus,

to support our strategy and to encourage and reward

collaboration. The central annual bonus scheme for

Support Centre and management colleagues paid

out more than £8 million to colleagues for 2025,

representing 79.7% of maximum bonus. Within

our stores in 2025 we paid £4 million to colleagues

under our monthly Gainshare scheme, which allows

colleagues to earn a share of store profit achieved

above target.

We continue to support our colleagues with their

financial resilience. During 2025 basic pay was

increased by more than 5% on average, and in 2026

we expect to increase colleague pay by more than

3.5%. As part of our broader financial wellbeing

strategy, we provide colleagues with a wide range of

support including help and advice with budgeting, the

ability to make regular savings via payroll, and salary

advance and loans.

Reward and ESG

We continuously review our wider reward offering

to ensure it supports our wider ESG priorities as a

business. From 2025 onwards we further extended

our gender and ethnicity targets in the annual bonus

to our wider leadership population, and we continue

to base these targets on representation across the

wider workforce.

We continue to link our LTIP targets with our

decarbonisation roadmap, and for 2026 the targets

will be based on gas consumption across our

estate and the number of Wickes stores generating

electricity from solar.

Our Winning Values

Personal responsibility lies at the centre of our culture

and our business is powered by highly engaged

individuals and teams who embody our Winning

Values.

See more on our Winning Values on page 32.

Engagement with shareholders

In our engagements with shareholders since

listing, we have had a number of discussions on

key topics relating to the wider workforce, including

the link between ESG and remuneration, fair pay

and colleague wellbeing. We will continue to take

shareholder feedback on board when developing our

approach to these important topics.

Engagement with colleagues

When considering remuneration arrangements

for Executive Directors, the Committee takes

into account, as a matter of course, the pay and

conditions of colleagues at all levels throughout the

Company, to ensure appropriate alignment. The

Committee receives regular updates regarding any

major changes to colleague remuneration during

the year and also reviews information on internal

measures, including details of our gender pay gap

and the ratio of Chief Executive Officer remuneration

to that of our colleagues, and considers how these

compare externally.

The Board continues to place great importance on

listening to the views of our colleagues on a range of

issues including pay and benefits, and Sonita Alleyne,

our designated Non-executive Director representing

colleague views, takes the lead on ensuring these are

heard by the Board (see page 33). To facilitate more

in depth and open discussion with colleagues on a

broad range of current issues, colleague listening

groups were held in May and October 2025 with

Sonita in attendance. One of the focus areas of these

sessions was sharing our approach to Executive

Director pay, including how this aligns with wider

Company pay policy, and colleagues were given the

opportunity to share their views on this topic.

Remuneration Committee report continued

Gender and ethnicity pay gap

We continue to focus on gender equality at all

levels of the business, and in 2025 the ESG

element of both the executive and senior

management annual bonus schemes included

specific targets relating to female representation

across our wider workforce.

In December 2025, we published our fifth

gender pay gap report as an independent

business. We reported that our median gender

pay gap has increased from -0.8% to 3.2% in

favour of men.

We also reported our ethnicity pay gap for the

third time. We are pleased with our negligible

median and mean ethnicity pay gaps of 0.7%

and -4.9% respectively, which we believe reflects

our keen focus on equal treatment in this area.

3.2%

Our gender pay gap (median)

0.7%

Our ethnicity pay gap (median)

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CEO to employee pay ratio

The table below sets out the ratio of CEO total remuneration to the 25th, 50th and 75th percentile colleagues.

Approach B has been used in order to identify the relevant colleagues to calculate the ratio. This was chosen

as it utilises data already collected for gender pay gap calculation from April 2025, providing consistency. The

Committee is comfortable this approach provides a realistic assessment of the differential between CEO and

colleague pay.

Year Method

25th percentile

pay ratio

50th percentile

pay ratio

75th percentile

pay ratio

2025 Approach B 117:1 100:1 7 7:1

2024 Approach B 48:1 47:1 37:1

2023 Approach B 53:1 52:1 4 4:1

2022 Approach B 45:1 43:1 31:1

2021 Approach B 97:1 90:1 71:1

The CEO total remuneration has been taken from the single figure table and reflects 2025 remuneration earned

over the full financial year. Colleague remuneration has been calculated on the same basis. Where relevant, each

colleagues’ pay and benefits were calculated on a full-time equivalent basis, and no further adjustments were

made. The values for total remuneration for the 25th, median and 75th percentiles consist of salary, bonuses

and employer contribution to pension. To ensure these three colleagues were a suitable representative of their

quartile, the total pay figures calculated were compared against a sample of colleagues either side of the three

identified colleagues.

There has been an increase in the CEO pay ratio in 2025 compared with 2024, which is mainly reflective of the

higher Executive Director annual bonus outcome and the positive vesting outcome of the 2023 LTIP.

The Remuneration Committee considers pay ratios as one of a number of reference points when reviewing

executive remuneration and considers that the median pay ratio for 2025 is consistent with the pay and

progression policies for the Company.

P25 P50 P75

Base salary £25,109 £26,971 £35,504

Total remuneration £26,574 £31,101 £40,603

Relative importance of spend on pay

The table below illustrates the total spend on colleague remuneration in 2025 compared with other

financial dispersals.

2025

£m

2024

£m % change

Total colleague cost

258.5 232.0 11.4%

Total distributions to shareholders

44.8 41.1 9.0%

Total income taxes paid

12.2 8.6 41.9%

Total capital expenditure

28.7 26.1 10.0%

1 Includes social security, pensions and share-based payments (see note 8 of the financial statements).

2 See the cash flow statement on page 130 (excludes stamp duty).

3 See the cash flow statement on page 130.

4 See page 25.

Percentage change in Directors’ and colleague remuneration

The table below summarises the annual percentage change in each Director’s base salary/fee, benefits and bonus received since Wickes publicly listed in 2021. The salary, benefit and bonus figures for colleagues are based on

the median earning colleagues identified for the CEO pay ratio calculation, for consistency.

Director

% change in remuneration

between 2024 and 2025

% change in remuneration

between 2023 and 2024

% change in remuneration

between 2022 and 2023

% change in remuneration

between 2021 and 2022

Salary/fee Taxable benefits Bonus Salary/fee Taxable benefits Bonus Salary/fee Taxable benefits Bonus Salary/fee Taxable benefits Bonus

Executive Directors

David Wood 8.92% (0.69%) 25.03% 8.48% 4.24% (7.19%) 3.63% 61.52% 1,839.35% 3.80% (2.02%) (93.95%)

Mark George

3.24% 3.84% 18.56% 4.00% 7.62% (23.17%) 111.02% 105.15% 3,854.61% n/a n/a n/a

Non-executive Directors

Christopher Rogers 3.24% n/a n/a 4.00% n/a n/a 3.63% n/a n/a 2.03% n/a n/a

Mark Clare 3.24% n/a n/a 4.00% n/a n/a 3.63% n/a n/a 1.70% n/a n/a

Sonita Alleyne 3.24% n/a n/a 4.00% n/a n/a 3.63% n/a n/a 2.49% n/a n/a

Mike Iddon 3.24% n/a n/a 4.00% n/a n/a 3.63% n/a n/a 2.49% n/a n/a

Laura Harricks

3.24% n/a n/a 76.57% n/a n/a n/a n/a n/a n/a n/a n/a

All employees 17.71% n/a 20.91% 2.96% n/a 99.74% 17.33% n/a 91.18% 3.52% n/a (12.09%)

1 Mark George was appointed to the Board on 6 July 2022.

2 Laura Harricks was appointed to the Board on 1 June 2023.

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Remuneration Committee

The Committee is responsible for determining the

Remuneration Policy for the Chair of the Board,

Executive Directors and other designated senior

management. In doing so, the Committee is required

to consider all factors which it deems necessary,

including:

– relevant legal and regulatory requirements;

– alignment to Company purpose and values;

– the link to the successful delivery of the Company’s

long term strategy and long term shareholder

interests;

– workforce remuneration and related policies and

the alignment of incentives and rewards with

culture; and

– feedback from the engagement process with

colleagues.

The Committee comprises all the independent

Non-executive Directors and the Chair of the Board

(who was considered independent on appointment).

Prior to appointment, the Chair of the Committee had

served on a Remuneration Committee for at least

12 months. Biographical details on the Chair of the

Committee and members of the Committee can be

found on pages 76-77.

The Committee operates in line with its Terms of

Reference, which are available on the Company’s

website www.wickesplc.co.uk.

A summary of the key matters considered by the Committee in 2025 is set out below.

February September December

Reviewed provisional

outcome of annual bonus

and LTIP targets

Discussed 2025 annual

bonus and LTIP targets

Approved 2025 annual

salary review

Approved 2025 Directors’

Remuneration Policy

Reviewed progress

against shareholding

requirements

Approved Remuneration

Committee Terms of

Reference

Reviewed trends in

remuneration and

governance

Reviewed Group-wide

remuneration

Reviewed progress

against bonus and LTIP

targets

Discussed 2026 annual

bonus and LTIP targets

Discussed the gender

andethnicity pay gap

reporting outcome

for2025

Approved executive bonus

and LTIP structure for

2026

Discussed ESG-linked

LTIP targets

Reviewed CEO and Chair

of the Board expense

claims

Reviewed Committee

forward agenda and

meeting schedule

March

Approved 2024 annual

bonus outcome

Approved 2025 annual

bonus and LTIP targets

Approved Chair of Board

fees

Approved Directors’

Remuneration report

Percentage of time spent by the Committee in

scheduled meetings

Committee composition

The Committee membership comprises the

Non-executive Directors, including the Chair of the

Board. Details of their experience and skills are set

out in the biographies on pages 76-77.

Overall attendance for Remuneration Committee

meetings was 100%. Further details about

meetings and attendance can be found on page

80. David Wood, CEO, and Mark George, CFO, are

not members of the Committee but are invited

to attend meetings where required in order to

provide valuable operational and financial insight.

Activities of the Committee

During the year, the Committee held four

scheduled meetings. The Committee has a

structured forward-looking planner to ensure

that the responsibilities of the Committee are

discharged during the year. The planner is

regularly reviewed and developed to meet the

changing needs of the business.

Target setting and

reviewing performance

50%

Governance

and reporting

18%

Remuneration

Policy

18%

Market trends and

wider workforce

14%

Remuneration Committee

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Committee effectiveness

The effectiveness of the Committee was considered as part of this year’s external Board performance review

process, more details of which can be found on page 93. The review concluded that the Committee continues

to operate effectively, identifying no areas of concern requiring immediate attention.

Advice to the Committee

Members of the Executive Board may attend meetings at the invitation of the Committee, but are not present

when their own remuneration is being discussed. The Committee is supported by the Chief People Officer, Head

of Reward, Chief Financial Officer and General Counsel and Company Secretary.

The Committee received external advice during 2025 from Willis Towers Watson, who are members of the

Remuneration Consultants Group (RCG) and operate under the RCG Code of Conduct. The Committee is

satisfied that no conflict of interest arose in the provision of these services.

The total fees paid to Willis Towers Watson in respect of services to the Committee during the year were £29,000.

Shareholder voting

The voting outcome from the 2025 AGM showed strong support for our 2024 Directors’ Remuneration report.

Our current Directors’ Remuneration Policy also received strong support at the 2024 AGM.

We remain committed to engaging proactively with shareholders and advisory bodies on remuneration matters.

The Directors’ Remuneration report has been approved by the Board of Directors and is signed on its behalf by:

Mark Clare

Chair of the Remuneration Committee

16 March 2026

Votes for

98.64%

Votes against

1.36%

Votes for

93.71%

Votes against

6.29%

Directors’ Remuneration report (2025 AGM) Directors’ Remuneration Policy (2024 AGM)

– Total votes cast: 146,263,465

– Votes withheld: 66,116

– Total votes cast: 167,081,360

– Votes withheld: 425,689

Remuneration Committee report continued

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Directors’ report

The Directors present their report, together with the

audited financial accounts for the 52 weeks ended

27 December 2025. This report sets out information

required to be disclosed in the Directors’ report in

accordance with the Companies Act 2006 (the ‘Act’),

the Financial Conduct Authority’s UK Listing Rules

(UKLR), the Disclosure Guidance and Transparency

Rules (DTRs) and the UK Corporate Governance

Code (the ‘Code’).

Principal activity and areas of operation

The principal activity of the Group is the operation of

retail home improvement stores across the UK.

Articles of Association

The Company’s Articles of Association (‘Articles’)

may only be amended by special resolution

at a general meeting of the shareholders. The

Articles are available on the Company’s website

www.wickesplc.co.uk.

Directors

Details of the Directors at the date of this report

are set out on pages 76-77, together with their

biographical information including all significant

appointments. All Directors held office throughout

the year.

The appointment and removal of Directors are

governed by the Articles, the Act, the Code and

related legislation. In accordance with the Code and

to promote good governance, all Directors shall retire

and those wishing to serve again will put themselves

forward for election or re-election at the AGM.

Powers of Directors

The powers and responsibilities of the Directors are

governed by the Act, the Articles and any direction

given by shareholders by special resolution, and

subject to these conditions the Board may exercise

all of the powers of the Company.

Employee benefit trust

As at 27 December 2025, The Wickes Employee

Benefit Trust held 7,019,202 ordinary shares (3.0%

of the issued share capital) and the Wickes Share

Incentive Plan (SIP) Trust held 684,633 ordinary

shares (0.3%% of the issued share capital) in the

Company for use in connection with the Company’s

share plans. Shares held by the trusts rank pari passu

with the shares in issue and have no special rights.

Voting is prohibited by the Trust Deeds of all trusts

on any shares not beneficially owned by participants.

Participants may instruct the trustees of the Wickes

SIP Trust to vote in respect of their Free Shares and

Dividend Shares beneficially held.

Authorities

Allotment of shares

At the AGM on 8 May 2025, the Directors of the

Company were authorised to allot new shares in

the Company or grant rights to subscribe for, or to

convert any security of the Company in, shares up to

a maximum number of shares representing not more

than one third of the share capital of the Company.

The Directors were also given the authority to allot

relevant securities in connection with an offer by

way of a rights issue up to a further one third of the

issued share capital of the Company. No shares were

allotted under either authority during the financial

year.

Purchase of shares

The Company was further authorised at the same

AGM to purchase its own shares in the market up to

a maximum of 10% of the Company’s issued share

capital.

On 31 March 2025, the Company commenced the

first tranche of the 2025 share buyback programme

under the authority granted at the 2024 AGM.

A second tranche of the buyback programme

commenced on 5 August 2025 and this was

completed on 23 December 2025.

Directors’ interests

The Company has robust procedures to identify,

authorise and manage actual and potential conflicts

of interest. If any potential conflicts arise, they are

reviewed and, if appropriate, approved by the Board.

At no time during the year did any Director have a

material interest in any contract of significance to the

Group’s business.

Information relating to the Directors’ interests in, and

options over, ordinary shares in the capital of the

Company are shown in the Directors’ Remuneration

report on page 107.

Directors’ indemnities

In accordance with the Company’s Articles and

section 234(2) of the Act, a qualifying third party

indemnity is in force to the extent permitted by law for

the benefit of each of the Directors on an equal basis

in respect of liabilities incurred as a result of their

office. For those liabilities for which Directors may

not be indemnified, the Company has maintained

Directors’ and Officers’ Liability Insurance throughout

the financial year.

Share capital and voting rights

The Articles contain provisions governing the

ownership and transfer of shares and voting

rights. As at 27 December 2025, the Company had

an allotted and fully paid issued share capital of

232,745,510 ordinary shares of 10 pence each, with

an aggregate nominal value of £23,274,551.

The ordinary shares of the Company are listed on

the London Stock Exchange and each share carries

the right to one vote at general meetings of the

Company. No shareholder holds securities having

special rights with regard to control of the Company.

There are no restrictions on voting rights or the

transfer of securities in the Company. The Company

is not aware of any agreements between holders of

securities that result in such restrictions. Details of

the Company’s share capital are set out on page 146.

During the 2025 financial year, a total of 9,374,565

shares with a nominal value of 10 pence per share

representing 3.9% of the issued share capital when

the 2025 buyback programme commenced were

purchased and immediately cancelled. The aggregate

amount paid for the shares purchased and cancelled

in the 2025 financial year was £20.0m (excluding

stamp duty and commission). The reason for the

purchase of shares was to reduce the Company’s

share capital. Further details on the Company’s

Capital Allocation Policy can be found on page 27.

The Company is seeking to renew these authorities at

the forthcoming AGM, within the limits set out in the

notice of that meeting and within the limits specified

by the Pre-Emption Group.

Political donations policy

The Group’s policy is not to make donations to

political parties and no such payments have

been made to either political groups or individual

candidates, nor did the Group incur any political

expenditure during the year. The Company is seeking

to renew the authority to make political donations

at the forthcoming AGM, within the limits set out in

the notice of that meeting. This is on a precautionary

basis to avoid any unintentional breach of the relevant

provisions of the Act.

Significant agreements

The Company’s revolving credit facilities require the

Company, in the event of a change of control, to notify

the Facility Agent of such occurrence. Following a

change of control, a lender will not be obliged to fund

a utilisation request and may notify the Facility Agent

that they wish to cancel their commitment, resulting

in their share in all outstanding loans, together with

accrued interest, becoming due and payable.

The Company does not have agreements with any

Director or officer that would provide compensation

for loss of office or employment resulting from a

takeover, except that provisions of the Company’s

share plans may cause options and awards granted

under such plans to vest on a takeover.

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Related party transactions

There were no transactions or proposed transactions

that were material to either the Company or any related

party. Nor were there any transactions with any related

party that were unusual in their nature or conditions

(see note 30 to the financial statements on page 153).

Dividends

The Directors have paid or declared dividends as

follows:

Ordinary shares £m

Paid interim dividend

of 3.6 pence per share

8.1

Proposed final dividend

of 7.3 pence per share

17.0

Total dividend of 10.9 pence per share

in respect of financial year ended 27

December 2025

25.1

1 Excludes £0.4m dividends waived.

2 Subject to shareholder approval at the 2026 AGM, the final

dividend in respect of the 2025 financial year will be paid

on5 June 2026 to all shareholders on the share register

at the close of business on 24 April 2026.

Further information on dividends can be found in note

26 to the accounts on page 148.

Dividend waivers

The Wickes EBT and the Wickes SIP Trust hold shares

in the Company in connection with the operation of

the Company’s share plans. An evergreen dividend

waiver is in place on the shares held by the Wickes

EBT and for shares held by the Wickes SIP Trust that

have not been allocated to colleagues.

Substantial shareholders

Information provided to the Company pursuant to the

Disclosure Guidance and Transparency Rules (DTR)

is published via a Regulatory Information Service

and on the Company’s website. As at 27 December

2025, the substantial interests (3% or more) in the

Company’s issued share capital shown in the table to

the right had been notified in accordance with DTR

5. These figures represent the number of shares and

percentages held as at the date of notification to the

Company.

Colleagues have an opportunity to give regular

feedback through our colleague engagement

surveys, topical mini surveys, listening roadshows

with our Executive team and Colleague Voice

sessions. In May and October 2025, we held virtual

Colleague Voice sessions which were represented by

colleagues from across the business, and the Board

was represented by our designated Non-executive

Director for colleague matters, Sonita Alleyne.

The matters raised were fed back and discussed

by the Board in June and December 2025. It was

concluded that the desired business culture had

been maintained, as both colleague engagement and

participation remained at a good level.

The Company’s culture and values are critical to

sustaining an engaged workforce, but we know

things can sometimes go wrong. Grievance and

disciplinary policies have been designed to ensure

all colleagues are treated fairly in line with our

values and in a professional and sensitive manner.

Colleagues know where to go for support, and

guidance is available to help them every step of the

way. If colleagues feel unable to raise their concerns

directly, we have a whistleblowing service to enable

them to report their concerns anonymously. Further

information on our whistleblowing service can be

found in the Governance report on page 48 and the

Responsible business section on page 81.

Policies are designed to engage and retain talent in

the business and set out the behaviours expected,

what colleagues are entitled to, where they can go

for help and how we will treat all colleagues fairly and

consistently.

On 15 December 2025, Equiniti Trust (Jersey), as

trustee of the Wickes EBT, notified the Company of

an interest in the Company’s shares of 3.07% of the

Company’s issued share capital (7,168,898 ordinary

shares). On 2 January 2026, the trustee notified the

Company that as at 31 December 2025 its interest

in the Company’s shares had fallen below 3% of the

Company’s issued share capital (6,926,533 ordinary

shares).

Colleague engagement

We know that our strong levels of colleague

engagement and special culture are what help

our colleagues to feel at home at Wickes. We

communicate with colleagues regularly through

a variety of channels tailored to each area of the

business to ensure they are informed about the

business direction, including Company performance,

and that they are listened to and inspired to play their

part in delivering our strategy and purpose.

We engage with our colleagues formally and

informally, using social media, weekly newsletters,

regular ‘team 5s’ (informal team briefings),

‘The Scoop’ intranet communications, Google

communities, and regular Company-wide updates

via email, video and monthly business briefings. We

also host an annual managers’ meeting which brings

together store managers and leadership teams to

communicate strategy and priorities for the coming

year and to equip them to brief their own teams.

We use varied communication channels to engage

colleagues in the Company’s share schemes, giving

them the opportunity to share in the future success

of the business and a personal connection to

Company performance.

More information on colleague reward and

engagement can be found in the Directors’

Remuneration report on pages 105 and 110, the

Responsible business section on pages 32-36 and

the Section 172 statement on pages 84-87.

Employment of disabled persons

Our Encouraging Equal Treatment Policy sets out our

principles around promoting equality of opportunities,

including for anyone with a disability. We regularly

review our facilities and working practices to ensure

we cater for people with special requirements or

disabilities and we have a line manager guide to help

explain the options available to make adjustments

to support colleagues. During the year, the Company

became a Disability Confident Employer and won the

‘Large Employer Category’ at the BASE Supported

Employment Practice Awards 2025 in recognition of

our inclusive practices for disabled colleagues.

Applications for employment by disabled persons

are given full and fair consideration having regard to

their particular aptitudes and abilities. Line managers

are given support and coaching to help understand

mental or physical health and wellbeing conditions so

they can make suitable adjustments to ensure their

colleagues can perform at their best and feel at home

at Wickes, including any colleagues who may have

developed a disability during employment.

We do not tolerate any kind of disability

discrimination. We focus on ability and not disability,

ensuring that all colleagues are able to flourish. The

Wickes Ability network is made up of colleagues

across the business who are committed to making

a difference and helping the business to create an

environment where everyone can be themselves.

The Ability network champions each colleague’s

own ability to ensure they reach their full potential,

promotes education about disabilities and highlights

opportunities where the business can continue to

improve accessibility to colleagues and customers.

During the year, the Ability network ran neurodiversity

sessions in partnership with our corporate charity

partner, CALM, to help drive greater awareness of

neurodiverse conditions.

Substantial shareholders

Number of

ordinary shares

% of voting

rights

Date of notification

Pzena Investment Management, Inc 12,885,980 4.96 22 June 2021

Jupiter Fund Management Plc 12,801,742 4.93 17 September 2021

Perpetual Limited 12,337,581 5.01 30 April 2024

Ninety One UK Ltd 11,995,655 4.99 14 May 2025

JP Morgan Asset Management Holdings Inc

11,825,998 5.07 22 December 2025

1 Percentages are shown as a percentage of the Company’s total voting rights as at the date the Company was notified of the change in holding.

2 Between the year-end date and the date of this report, JP Morgan Asset Management Holdings Inc notified the Company that its interest had

changed to 5.52% (12,833,235).

Directors’ report continued

115

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Events occurring after the reporting period

After the year end, the Group approved a new £10m

share buyback programme. Further details can be

found in note 31 of the financial statements on page

153.

Statement of disclosure to auditor

Each of the persons who is a Director at the date of

approval of this report confirms that:

– so far as the Director is aware, there is no relevant

audit information of which the Company’s auditor

is unaware; and

– that the Director has taken all the steps that they

ought to have taken to make themselves aware of

any relevant audit information and to establish that

the Company’s auditor is aware of that information.

This confirmation is given and should be interpreted

in accordance with section 418(2) of the Act.

Branches

The Group does not have any branches outside of

the UK.

Research and development

The Group does not formally undertake research and

development activities in relation to the goods and

services provided to its customers; however, it does

work closely with its suppliers to ensure its product

range remains current and relevant. In addition, the

Group does undertake innovation activities around

its operating model and processes, in particular, the

strategic investment it is making in its underlying

technology platform, which qualify for research and

development expenditure credits for tax purposes.

Cautionary statement regarding

forward looking information

Where this Annual Report contains forward looking

statements, these are based on current expectations

and assumptions, and speak only as of the date

they are made. These statements should be treated

with caution due to the inherent risks, uncertainties

and assumptions underlying any such forward

looking information.

The Group cautions investors that a number

of factors, including matters referred to in this

document, could cause actual results to differ

materially from those expressed or implied in any

forward looking statement. Such factors include, but

are not limited to, those discussed under principal

risks and uncertainties on pages 64-69.

Forward looking statements can be identified by

the use of relevant terminology including the words:

‘may’, ‘will’, ‘seek’, ‘aim’, ‘anticipate’, ‘target’, ‘projected’,

‘expect’, ‘estimate’, ‘intend’, ‘plan’, ‘goal’, ‘believe’

or other words of similar meaning and include all

matters that are not historical facts. They appear in

a number of places throughout this Annual Report

and Accounts and include statements regarding

the intentions, beliefs or current expectations of

our officers, Directors and colleagues concerning,

among other things, the Group’s results of operations,

financial condition, liquidity, prospects, growth,

strategies and the business.

Neither the Group, nor any of its officers, Directors

or colleagues, provides any representation,

assurance or guarantee that the occurrence of the

events expressed or implied in any forward looking

statements in this Annual Report and Accounts will

actually occur.

Additional disclosures

Other information that is relevant to this Directors’

report and which is incorporated by reference can be

located as follows:

Applicable disclosures required

pursuant to UKLR 6.6.1R Page

Long term incentive schemes

UKLR 6.6.1R(3)

108

Dividend waivers UKLR 6.6.1R(11)(12) 115

Sections UKLR 6.6.1R(1)(2)(4)(5)(6)(7)(8)(9)

(10)(13) are not applicable.

Disclosures incorporated by

reference into this Directors’ report

Page

Disclosures in the Strategic report

Business review 12-15

Future likely developments 2-71

Financial review and KPIs 22-27

Colleague engagement 32-36

Streamlined Energy and Carbon Reporting

(SECR) disclosures

60-61

Principal risks and uncertainties 64-69

Going concern and viability statements 70-71

Disclosures in the Governance report

Corporate Governance statement 73-113

Stakeholder engagement including

customer and suppliers

84-87

Disclosures in the Remuneration report

Directors’ interests in shares 107

Disclosures in the financial statements

Financial instruments and financial risk

management

152-153

Undue reliance should not be placed on these

forward looking statements. Other than in

accordance with our legal and regulatory obligations,

the Group undertakes no obligation to publicly update

or revise any forward looking statement, whether as a

result of new information, future events or otherwise.

Disclosures in the strategic report

The Company has chosen, in accordance with

section 414C(11) of the Act, and as noted in this

Directors’ report, to include certain matters in its

Strategic report that would otherwise be required to

be disclosed in the Directors’ report. The Strategic

report can be found on pages 2-72 and includes

an indication of future likely developments in the

Company, details of important events and the

Company’s business model and strategy.

The Directors’ report, which comprises pages 73-101

and 114-116, has been approved by a duly authorised

Committee of the Board on 16 March 2026 and is

signed on their behalf by:

Helen O’Keefe

General Counsel and Company Secretary

16 March 2026

Directors’ report continued

116

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Under company law, the Directors are responsible

for preparing the Annual Report and Group

and parent company financial statements in

accordance with applicable law and regulations.

Company Law requires the Directors to prepare

Group and parent company financial statements

for each financial year. Under that law, they are

required to prepare the Group financial statements

in accordance with UK-adopted international

accounting standards and applicable law. The

Directors have elected to prepare the parent

company financial statements in accordance

with UK accounting standards and applicable law,

including FRS 102 ‘The Financial Reporting Standard

applicable in the UK and Republic of Ireland’.

Under company law, the Directors must not approve

the financial statements unless they are satisfied that

they give a true and fair view of the state of affairs of

the Group and parent company and of the Group’s

profit or loss for that period. In preparing each of the

Group and parent company financial statements, the

Directors are required to:

– select suitable accounting policies and then apply

them consistently;

– make judgements and estimates that are

reasonable, relevant, reliable and prudent;

– for the Group financial statements, state whether

they have been prepared in accordance with UK-

adopted international accounting standards;

– for the parent company financial statements, state

whether applicable UK accounting standards have

been followed, subject to any material departures

disclosed and explained in the parent company

financial statements;

– assess the Group and parent company’s ability

to continue as a going concern, disclosing, as

applicable, matters related to going concern; and

– use the going concern basis of accounting unless

they either intend to liquidate the Group or the

parent company or to cease operations, or have no

realistic alternative but to do so.

Responsibility Statement of the Directors in

respect of the annual financial report

We confirm that to the best of our knowledge:

– the financial statements, prepared in accordance

with the applicable set of accounting standards,

give a true and fair view of the assets, liabilities,

financial position and profit or loss of the Company

and the undertakings included in the consolidation

taken as a whole; and

– the Strategic report includes a fair review of the

development and performance of the business and

the position of the Company and the undertakings

included in the consolidation taken as a whole,

together with a description of the principal risks

and uncertainties that they face.

The Statement of Directors’ Responsibilities has

been approved by the Board of Directors and is

signed on their behalf by:

David Wood

Chief Executive Officer

16 March 2026

Mark George

Chief Financial Officer

16 March 2026

The Directors are responsible for keeping adequate

accounting records that are sufficient to show and

explain the Company’s transactions and disclose

with reasonable accuracy at any time the financial

position of the parent company and enable them

to ensure that its financial statements comply with

the Companies Act 2006. They are responsible for

such internal control as they determine necessary to

enable the preparation of financial statements that

are free from material misstatement, whether due

to fraud or error, and have general responsibility for

taking such steps as are reasonably open to them to

safeguard the assets of the Group and to prevent and

detect fraud and other irregularities.

Under applicable law and regulations, the Directors

are also responsible for preparing the Strategic

report, Directors’ report, Section 172 statement,

Directors’ Remuneration report and Corporate

Governance statement that comply with that law and

those regulations.

The Directors are responsible for the maintenance

and integrity of the corporate and financial

information on the Company’s website. Legislation in

the UK governing the preparation and dissemination

of financial statements may differ from legislation in

other jurisdictions.

In accordance with Disclosure Guidance and

Transparency Rule (‘DTR’) 4.1.16R, the financial

statements will form part of the annual financial

report prepared under DTR 4.1.17R and 4.1.18R.

The auditor’s report on these financial statements

provides no assurance over whether the annual

financial report has been prepared in accordance

with those requirements.

Statement of Directors’ Responsibilities

(in respect of the Annual Report and Financial Statements)

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Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Financial statements

Inside this section

119 Independent Auditor’s report to

the members of Wickes Group Plc

127 Consolidated income statement

and other comprehensive income

128 Consolidated balance sheet

129 Consolidated statement of

changes in equity

130 Consolidated cash flow statement

131 Notes to the consolidated

financialstatements

155 Company balance sheet

156 Company statement of changes

inequity

157 Notes to the Company

financialstatements

Wickes Group Plc Annual Report and Accounts 2025

Other informationGovernanceStrategic report

118

Financial statements

Independent Auditor’s report

To the members of

Wickes Group Plc

1. Our opinion is unmodified

We have audited the financial statements of

Wickes Group Plc (“the Company”) for the 52 week

period ended 27 December 2025 (“2025”) which

comprise the Consolidated income statement and

other comprehensive income, Consolidated and

Company balance sheet, Consolidated and Company

statement of changes in equity, Consolidated cash

flow statement and the related notes, including the

accounting policies in note 2 to the Group financial

statements and note C2 to the parent Company

financial statements.

In our opinion:

– the financial statements give a true and fair view

of the state of the Group’s and of the parent

Company’s affairs as at 27 December 2025 and

of the Group’s profit for the 52 week period then

ended;

– the Group financial statements have been

properly prepared in accordance with UK-adopted

international accounting standards;

– the parent Company financial statements have

been properly prepared in accordance with UK

accounting standards, including FRS 102 The

Financial Reporting Standard applicable in the UK

and Republic of Ireland; and

– the financial statements have been prepared

in accordance with the requirements of the

Companies Act 2006.

Overview

Materiality:

Group financial statements as a whole

£2.3m (2024: £2.0m)

4.6% (2024: 4.6%) of adjusted profit before tax

Key audit matters vs 2024

Recurring risks Recoverability of store assets

Design & Installation revenue recognition

Recoverability of parent Company’s investment

insubsidiary

Basis for opinion

We conducted our audit in accordance with

International Standards on Auditing (UK) (“ISAs (UK)”)

and applicable law. Our responsibilities are described

below. We believe that the audit evidence we have

obtained is a sufficient and appropriate basis for

our opinion. Our audit opinion is consistent with our

report to the Audit and Risk Committee.

We were first appointed as auditor by the Directors

on 6 March 2020 prior to the parent Company

becoming a Public Interest Entity. The period of total

uninterrupted engagement is for the five financial

years ended 27 December 2025 as a Public Interest

Entity, and seven financial years in total. Prior to that

we were also auditor to the Group’s main trading

subsidiary Wickes Building Supplies Limited, but

which, being unlisted, was not a Public Interest

Entity. We have fulfilled our ethical responsibilities

under, and we remain independent of the Group in

accordance with, UK ethical requirements including

the FRC Ethical Standard as applied to listed public

interest entities. No non-audit services prohibited by

that standard were provided.

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Wickes Group Plc Annual Report and Accounts 2025

2. Key audit matters: our assessment of risks of material misstatement

Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the financial statements and include the most significant assessed risks of material misstatement (whether or not

due to fraud) identified by us, 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. We summarise below the key

audit matters, unchanged from 2024, in decreasing order of audit significance, in arriving at our audit opinion above, together with our key audit procedures to address those matters and, as required for public interest entities, our

results from those procedures. These matters were addressed, and our results are based on procedures undertaken, in the context of, and solely for the purpose of, our audit of the financial statements as a whole, and in forming

our opinion thereon, and consequently are incidental to that opinion, and we do not provide a separate opinion on these matters.

The risk Our response

Recoverability of store assets

Store assets carrying values

(£670.1m , 2024: £678.3m)

and impairment charge

(£1.9m; 2024: net impairment

charge of £16.8m)

Refer to page 96 (Audit and

Risk Committee Report), page

136 (accounting policy) and

page 143 (financial

disclosures).

Forecast based assessment:

Store assets are significant and at risk of irrecoverability due

to a number of factors, including underperformance of stores.

The estimated recoverable amount of each of the stores is

subjective due to the inherent uncertainty involved in

forecasting and discounting future cash flows.

In addition, significant judgement is required in determining

the completeness of the population of stores for which there is

an indicator of impairment.

The effect of these matters is that, as part of our risk

assessment, we determined that the value in use of store

assets has a high degree of estimation uncertainty, with a

potential range of reasonable outcomes greater than our

materiality for the financial statements as a whole. The

financial statements (note 15) disclose the sensitivity

estimated by the Group.

We performed the tests below rather than seeking to rely on any of the Group’s controls because the nature of the

balance is such that we would expect to obtain audit evidence primarily through the detailed procedures described. Our

procedures included:

– Our sector experience: We critically challenged the Group’s assessment of impairment indicators using our

knowledge of the Group and its operating environment, industry and market conditions, and other audit evidence;

We critically assessed whether assumptions used, in particular those relating to forecast store revenue growth rate

and gross margin reflect our knowledge of the business and industry, including known or probable changes in the

business environment;

– Test of details: We critically challenged whether the allocation of central costs to individual CGUs is reasonable and

is deemed appropriate based on the nature of the costs;

– Historical comparisons: We assessed the reasonableness of the forecasts by considering the historical accuracy of

previous forecasts;

– Benchmarking assumptions: We critically challenged the key inputs used in the Group’s calculation of the discount

rate, with the use of our own valuation specialists, by comparing them to externally derived data;

– Sensitivity analysis: We performed our own sensitivity analysis on the forecasts, including a reduction in assumed

growth rate and gross margin, and increase in the discount rate; and

– Assessing transparency: We assessed whether the Group’s disclosures regarding the sensitivity of the outcome of

the impairment assessment to changes in key assumptions appropriately reflects the risks inherent in the

recoverable amount of store assets.

We performed an assessment of whether an understatement of the impairment charge identified through these

procedures was material.

Our results: We found the store assets carrying values, and the related impairment charge to be acceptable

(2024: We found the store assets carrying values and the related net impairment charge to be acceptable).

Independent Auditor’s report continued

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Wickes Group Plc Annual Report and Accounts 2025

The risk Our response

Design & Installation revenue

recognition

Design & Installation revenue

(£427.3m, 2024: £409.3m)

Refer to page 96 (Audit and

Risk Committee Report), page

132 (accounting policy) and

page 136 (financial

disclosures).

Existence of Design & Installation revenue:

Professional standards require us to presume (unless rebutted)

that the fraud risk from revenue recognition is a significant risk.

In our view this risk is most prevalent in Design & Installation

revenue, and judgement exists as to whether performance

obligations (delivery and/or installation) have been satisfied.

We consider the risk to relate to the existence of Design &

Installation revenue recognised in respect of delivery and

installation and delivery only orders received in the final 13

and 10 weeks of the period respectively, based on our risk

assessment of the average time taken for the performance

obligations on orders to be satisfied.

The risk is specifically relating to the incentive for management

to manipulate the results in order to achieve performance

expectations, and the fraud risk factors specific to the Group

indicate there may be an incentive to accelerate income

recognition in the current period.

We performed the detailed tests below rather than seeking to rely on any of the Group’s controls because our

knowledge of the design of these controls indicated that we would not be able to obtain the required evidence to

support reliance on controls. Our procedures included:

– Expectation vs Outcome: We performed an analysis of the order data and compared this to our expectation of:

– the monthly order profile;

– the revenue and deferral profile of orders; and

– the revenue profile by order date;

We corroborated any outliers from this testing.

– Test of details: We carried out sample testing of revenue recognised on Design & Installation orders received in

the period, to assess whether they satisfied the criteria for recognising revenue in the financial period, This included

agreeing to delivery and/or installation documentation, where applicable.

Our results: We considered the amount of Design & Installation revenue recognised in the financial period, to be

acceptable (2024: acceptable).

Recoverability of parent

Company’s investment in

subsidiary

Investment in subsidiary

carrying value (£560.0m,

2024: £556.8m) and

impairment charge (£nil;

2024: £49.3m)

Refer to page 96 (Audit and

Risk Committee Report), page

157 (accounting policy) and

page 158 (financial

disclosures).

Forecast based assessment:

The carrying amount of the parent Company’s investment in its

subsidiary is significant. The estimated recoverable amount of

this balance is subjective due to the inherent uncertainty

involved in forecasting.

In addition, it relies on a number of key assumptions , most

notably those related to revenue growth and gross margin as

well as the long term growth rate and pre tax discount rate

assumptions, all of which involve a high degree of estimation

uncertainty.

The effect of these matters is that, as part of our risk

assessment for audit planning purposes, we determined that

the recoverability of parent Company’s investment in

subsidiary had a high degree of estimation uncertainty, with a

potential range of reasonable outcomes greater than our

materiality for the financial statements as a whole.

In conducting our final audit work, we identified that the risk

related to an impairment charge had reduced and

consideration was also given as to the possible requirement for

a reversal of previously recorded impairment.

The financial statements (note C6) disclose the sensitivity

estimated by the Company.

We performed the tests below rather than seeking to rely on any of the Company’s controls because the nature of the

balance is such that we would expect to obtain audit evidence primarily through the detailed procedures described. Our

procedures included:

– Our sector experience: We challenged the assumptions used in the cash flows included in the discounted cash flow

calculation, including the assumptions related to forecast revenue growth rate and gross margin based on our

knowledge of the Group and the markets in which it operates;

– Historical comparisons: We assessed the reasonableness of the cash flow forecasts by considering the historical

accuracy of the previous forecasts;

– Benchmarking assumptions: We critically challenged the key inputs used in the Group’s calculation of the discount

rates, with the use of our own valuation specialists, and the long term growth rate by comparing them to externally

derived data;

– Sensitivity analysis: We performed our own sensitivity analysis on the forecasts, including a reduction in assumed

revenue growth, gross margin, growth rate in the terminal value, and increase in discount rates;

– Comparing valuations: We obtained and corroborated explanations regarding significant differences between

market capitalisation and the equity value of the investment; and

– Assessing transparency: We assessed whether the parent Company’s disclosures regarding the sensitivity of the

outcome of the impairment assessment to changes in key assumptions appropriately reflects the risks inherent in

the recoverable amount of investment in subsidiary.

Our results: We found the parent Company’s conclusion that there is no impairment of its investment in subsidiary to

be acceptable (2024: We found the balance of the parent Company’s investment in subsidiary and the related

impairment charge to be acceptable)

2. Key audit matters: our assessment of risks of material misstatement continued

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Independent Auditor’s report continued

Adjusted PBT

Group adjusted profit before tax

£49.9m

(2024: £43.6m)

Group materiality

£2.3m

(2024: £2.0m)

£2.3m

Whole financial

statements materiality

(2024: £2.0m)

£1.72m

Whole financial statements

performance materiality

(2024: £1.3m)

£2.2m

Range of materiality at

3 components (£1.0m to £2.2m)

(2024 at 3 components:

£1.0m to £1.9m)

£0.115m

Misstatements reported to

the audit committee

(2024: £0.1m)

Overview of the scope of our audit

We performed risk assessment procedures to

determine which of the Group’s components are

likely to include risks of material misstatement to the

Group financial statements and which procedures to

perform at these components to address those risks.

In total, we identified 6 (2024: 6) components, having

considered our evaluation of the Group’s operational

structure, the Group’s legal structure, the existence

of common information systems, the existence of

common risk profile across entities and other audit

specific factors and our ability to perform audit

procedures centrally. 

Of those, we identified 2 (2024: 2) quantitatively

significant components which contained the largest

percentages of either total revenue or total assets of

the Group, for which we performed audit procedures.

We also identified 1 (2024: 1) component as requiring

special audit consideration, owing to Group risk

relating to treasury residing in the component.

Accordingly, the audit procedures on 3 (2024:3)

components including the audit of the parent

Company were completed by the Group Auditor, who

also performed procedures on those items excluded

from adjusted profit before tax.

We set the component materialities, ranging from

£1m to £2.2m (2024: £1m to £1.9m), having regard to

size and risk profile.

Our audit procedures covered 99% (2024: 99%) of

Group revenue. We performed audit procedures

in relation to components that accounted for 97%

(2024: 99%) of Group total profits and losses that

make up Group adjusted profit before tax and 99%

(2024: 99%) of Group total assets.

For the remaining components, no component

represented more than 3% (2024: 1%) of Group total

revenue, Group total profit and losses that make up

Group adjusted profit before tax or Group total assets.

We performed analysis at a Group level to re-examine

our assessment that there is not a risk of material

misstatement relating to these components.

3. Our application of materiality and an overview

ofthe scope of our audit

Our application of materiality

Materiality for the Group financial statements as a

whole was set at £2.3m (2024: £2.0m), determined

with reference to a benchmark of Group profit before

tax, normalised to exclude adjusting items of £1.2m

(2024: £20.4m) as disclosed in note 9, of which it

represents 4.6% (2024: 4.6%). We adjusted for these

items because they do not represent the continuing

operations of the Group.

Materiality for the parent Company financial

statements as a whole was set at £2.2m (2024:

£1.9m), determined with reference to a benchmark

of Company total assets, of which it represents 0.4%

(2024: 0.3%).

In line with our audit methodology, our procedures

on individual account balances and disclosures

were performed to a lower threshold, performance

materiality, so as to reduce to an acceptable level

the risk that individually immaterial misstatements

in individual account balances add up to a material

amount across the financial statements as a whole.

Performance materiality was set at 75% (2024: 65%)

of materiality for the financial statements as a whole,

which equates to £1.72m (2024: £1.3m) for the Group

and £1.65m (2024: £1.2m) for the parent Company.

We applied this percentage in our determination of

performance materiality because we did not identify

any factors indicating an elevated level of risk during

the prior period.

We agreed to report to the Audit and Risk

Committee any corrected or uncorrected identified

misstatements exceeding £0.115m (2024: £0.1m),

in addition to other identified misstatements that

warranted reporting on qualitative grounds.

Independent Auditor’s report continued

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Group revenue

99% (2024: 99%)

20242025

Group total assets

99% (2024: 99%)

Group total profit and losses

that make up Group

adjusted profit before tax

97% (2024: 99%)

20242025

We performed audit procedures in relation to

components that accounted for the following

percentages of Group adjusted profit before tax

and Group total assets:

Our audit procedures covered the following

percentage of Group revenue:

For all other areas of the audit, except for inventory,

we took a predominantly substantive approach

considering the efficiency and effectiveness of

approaches to gaining the appropriate audit evidence.

Given we did not rely upon controls in these areas,

weperformed additional substantive testing to

respond to certain risks identified. This included

direct manual testing over the completeness

and reliability of data used in our data-orientated

approach over testing journals, Design & Installation

revenue and retail revenue.

For inventory, we tested the operating effectiveness

of and were able to rely on the Group’s inventory cycle

count controls and therefore were able to reduce the

extent of our substantive procedures in this area.

4. The impact of climate change on our audit

We considered the impacts of climate change on

the financial statements as part of our planning of

the Group audit, including enquiries of the Directors

to understand the extent of the potential impact

ofclimate change risk on the Group’s financial

statements and the Group’s preparedness for this.

The key areas of our consideration included the

Group’s plan to be a net zero business by 2050, and

todecarbonise various parts of the business.

We did not consider that any specific areas of the

financial statements were materially affected by

assumptions or commitments made in relation

toclimate change.

There was no significant impact of this on our

keyaudit matters.

We also read the disclosure of climate related

information in the front half of the annual report and

considered consistency with the financial statements

and our audit knowledge. We have notbeen engaged

to provide assurance over theaccuracy of these

disclosures.

5. Going concern

The Directors have prepared the financial statements

on the going concern basis as they do not intend to

liquidate the Group or the Company or to cease their

operations, and as they have concluded that the

Group’s and the Company’s financial position means

that this is realistic. They have also concluded that

there are no material uncertainties that could have

cast significant doubt over their ability to continue

as a going concern for at least a year from the date

of approval of the financial statements (“the going

concern period”).

We used our knowledge of the Group, its industry,

and the general economic environment to identify

the inherent risks to its business model and analysed

how those risks might affect the Group’s and parent

Company’s financial resources or ability to continue

operations over the going concern period. The risk

that we considered most likely to adversely affect

the Group’s and parent Company’s available financial

resources over this period was the impact on the

demand for the Group’s products which may impact

Group performance for the 2026 period end.

We also considered less predictable but realistic

second order impacts, such as cyber risks and the

erosion ofcustomer confidence, which could result in

arapid reduction of available financial resources.

We considered whether these risks could plausibly

affect the liquidity in the going concern period,

including by assessing the degree of downside

assumption that, individually and collectively, could

result in a liquidity issue, taking into account the

Group’s current and projected cash, facilities and

mitigations.

We considered whether the going concern disclosure

in note 1 to the financial statements gives a full and

accurate description of the Directors’ assessment

of going concern, including the identified risks, and

related sensitivities.

Impact of controls on our group audit

We identified the central finance operating system

to be the main IT system relevant to our audit. We

used our IT auditors to assist us in obtaining an

understanding of this IT system.

In our previous audit we identified IT control

deficiencies in respect of this system. In the current

period, as part of obtaining an understanding of the

IT system, we identified that these deficiencies had

not been fully remediated, and therefore we were

not able to rely on general IT controls for this system

in our audit. As a result, we expanded the scope of

our substantive testing. As we were not able to rely

on automated controls on journal entries, our work

to respond to the risk of management override of

controls considered both automated and manual

journals.

In relation to some key transactional areas, including

Design & Installation revenue (as set out in our Key

Audit Matter in section 2 of our report) and Retail

revenue, we took a fully substantive approach as we

were unable to rely on manual controls in these areas.

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Independent Auditor’s report continued

6. Fraud and breaches of laws and regulations –

ability to detect

Identifying and responding to risks of material

misstatement due to fraud

To identify risks of material misstatement due to

fraud (“fraud risks”) we assessed events or conditions

that could indicate an incentive or pressure to commit

fraud or provide an opportunity to commit fraud.

Ourrisk assessment procedures included:

– Enquiring of the Directors and Audit and Risk

Committee as to the Group’s high-level policies

and procedures to prevent and detect fraud,

including the internal audit function, as well as

whether they have knowledge of any actual,

suspected or alleged fraud.

– Reading Board, Property and Audit and Risk

Committee minutes.

– Considering remuneration incentive schemes

and performance targets for management

(including Directors) including the profit target for

management remuneration.

– Using analytical procedures to identify any unusual

or unexpected relationships.

We communicated identified fraud risks throughout

the audit team and remained alert toany indications

of fraud throughout the audit.

As required by auditing standards, and taking

into account possible pressures to meet profit

targets, we perform procedures to address the risk

of management override of controls and the risk

offraudulent revenue recognition, in particular:

– the risk that Group management may be in a

position to make inappropriate accounting entries;

– the risk of bias in accounting estimates; and

– the risk that Design & Installation revenue is

overstated through recording revenues in the

wrong period in order to increase the likelihood of

management meeting profit targets for the period.

We did not identify any additional fraud risks.

Further detail in respect of the Design & Installation

revenue risk isset out in the key audit matter

disclosures in section 2 of this report. We also

performed procedures including:

– Identifying journal entries and other adjustments

to test based on risk criteria and comparing the

identified entries to supporting documentation.

These included those posted by certain Executive

Directors and unusual account pairings.

– Evaluate the business purpose of significant

unusual transactions.

– Assessing whether the judgements made in

making accounting estimates are indicative of

apotential bias.

Identifying and responding to risks of material

misstatement due to non-compliance with laws

andregulations

We identified areas of laws and regulations that

could reasonably be expected to have a material

effect on the financial statements from our general

commercial and sector experience, and through

discussion with the Directors and other management

(as required by auditing standards) and discussed

with the Directors and other management, policies

and procedures regarding compliance with laws and

regulations.

As the Group is regulated, our assessment of risks

involved gaining an understanding of the control

environment including the entity’s procedures for

complying with regulatory requirements.

We communicated identified laws and regulations

throughout our team and remained alert to any

indications of non-compliance throughout the audit.

The potential effect of these laws and regulations on

the financial statements varies considerably.

Firstly, the Group is subject to laws and regulations

that directly affect the financial statements

including financial reporting legislation (including

related companies legislation), distributable profits

legislation, and taxation legislation, consumer rights

act, Corporate Governance Code, FCA listing rules

and we assessed the extent of compliance with these

laws and regulations as part of our procedures on the

related financial statement items.

Secondly, the Group is subject to many other

lawsand regulations where the consequences

ofnon-compliance could have a material effect

onamounts or disclosures in the financial

statements, for instance through the imposition

offines or litigation or the loss of the Group’s licence

to operate. We identified the following areas as

those most likely to have such an effect: GDPR and

UK data protection act, health and safety, fraud and

antibribery, marketing and advertising regulations,

employment law, anti-competition legislation,

Modern slavery and human rights regulations, market

abuse regulations, consumer credit law, and certain

aspects of company legislation recognising the

financial and regulated nature of the Group’s activities

and its legal form. Auditing standards limit the

required audit procedures to identify non-compliance

with these laws and regulations toenquiry of the

Directors and other management and inspection of

regulatory and legal correspondence, if any. Therefore

if a breach of operational regulations is not disclosed

to us or evident from relevant correspondence, an

audit will not detect that breach.

Our conclusions based on this work:

– we consider that the Directors’ use of the going

concern basis of accounting in the preparation of

the financial statements is appropriate;

– we have not identified, and concur with the

Directors’ assessment that there is not, a material

uncertainty related to events or conditions that,

individually or collectively, may cast significant

doubt on the Group’s or parent Company’s ability

to continue as a going concern for the going

concern period;

– we have nothing material to add or draw attention

to in relation to the Directors’ statement in note 1

to the financial statements on the use of the going

concern basis of accounting with no material

uncertainties that may cast significant doubt

over the Group and parent Company’s use of

that basis for the going concern period, and we

found the going concern disclosure in note 1 to be

acceptable; and

– the related statement under the UK Listing Rules

set out on page 71 is materially consistent with the

financial statements and our audit knowledge.

However, as we cannot predict all future events or

conditions and as subsequent events may result in

outcomes that are inconsistent with judgements

that were reasonable at the time they were made, the

above conclusions are not a guarantee that the Group

or the Company will continue in operation.

Independent Auditor’s report continued

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Context of the ability of the audit to detect fraud

orbreaches of law or regulation

Owing to the inherent limitations of an audit, there is

an unavoidable risk that we may not have detected

some material misstatements in the financial

statements, even though we have properly planned

and performed our audit in accordance with auditing

standards. For example, the further removed non-

compliance with laws and regulations is from the

events and transactions reflected in the financial

statements, the less likely the inherently limited

procedures required by auditing standards would

identify it.

In addition, as with any audit, there remained a

higher risk of non-detection of fraud, as these may

involve collusion, forgery, intentional omissions,

misrepresentations, or the override of internal

controls. Our audit procedures are designed to detect

material misstatement. We are not responsible for

preventing non-compliance or fraud and cannot be

expected to detect non-compliance with all laws and

regulations.

7. We have nothing to report on the other

information in the Annual Report & Accounts

The Directors are responsible for the other information

presented in the Annual Report together with the

financial statements. Our opinion on the financial

statements does not cover the other information

and, accordingly, we do not express an audit opinion

or, except as explicitly stated below, any form of

assurance conclusion thereon.

Our responsibility is to read the other information and,

in doing so, consider whether, based on our financial

statements audit work, the information therein

is materially misstated or inconsistent with the

financial statements or our audit knowledge. Based

solely on that work we have not identified material

misstatements in the other information.

Strategic report and Directors’ report

Based solely on our work on the other information:

– we have not identified material misstatements in

the strategic report and the directors’ report;

– in our opinion the information given in those

reports for the financial year is consistent with the

financial statements; and

– in our opinion those reports have been prepared in

accordance with the Companies Act 2006.

Directors’ remuneration report

In our opinion the part of the Directors’ Remuneration

Report to be audited has been properly prepared in

accordance with the Companies Act 2006.

Disclosures of emerging and principal risks and

longer-term viability

We are required to perform procedures to identify

whether there is a material inconsistency between

the Directors’ disclosures in respect of emerging and

principal risks and the viability statement, and the

financial statements and our audit knowledge.

Based on those procedures, we have nothing material

to add or draw attention to in relation to:

– the directors’ confirmation within the viability

statement that they have carried out a robust

assessment of the emerging and principal risks

facing the Group, including those that would

threaten its business model, future performance,

solvency and liquidity;

– the Principal risks and uncertainties disclosures

describing these risks and how emerging risks

are identified, and explaining how they are being

managed and mitigated; and

– the Directors’ explanation in the viability statement

of how they have assessed the prospects of the

Group, over what period they have done so and

why they considered that period to be appropriate,

and their statement as to whether they have a

reasonable expectation that the Group will be able

to continue in operation and meet its liabilities as

they fall due over the period of their assessment,

including any related disclosures drawing attention

to any necessary qualifications or assumptions.

We are also required to review the viability statement,

set out on page 70 under the UK Listing Rules. Based

on the above procedures, we have concluded that the

above disclosures are materially consistent with the

financial statements and our audit knowledge.

Our work is limited to assessing these matters in

the context of only the knowledge acquired during

our financial statements audit. As we cannot predict

all future events or conditions and as subsequent

events may result in outcomes that are inconsistent

with judgements that were reasonable at the time

they were made, the absence of anything to report on

these statements is not a guarantee as to the Group’s

and parent Company’s longer-term viability.

Corporate Governance disclosures

We are required to perform procedures to identify

whether there is a material inconsistency between

the directors’ Corporate Governance disclosures and

the financial statements and our audit knowledge.

Based on those procedures, we have concluded that

each of the following is materially consistent with the

financial statements and our audit knowledge:

– the Directors’ statement that they consider that

the annual report and financial statements taken

as a whole is fair, balanced and understandable,

and provides the information necessary for

shareholders to assess the Group’s position and

performance, business model and strategy;

– the section of the annual report describing the work

of the Audit and Risk Committee, including the

significant issues that the Audit and Risk Committee

considered in relation to the financial statements,

and how these issues were addressed; and

– the section of the annual report that describes

the review of the effectiveness of the Group’s risk

management and internal control systems.

We are required to review the part of the Corporate

Governance Statement relating to the Group’s

compliance with the provisions of the UK Corporate

Governance Code specified by the UK Listing

Rules for our review. We have nothing to report in

thisrespect.

8. We have nothing to report on the other matters

on which we are required to report by exception

Under the Companies Act 2006, we are required to

report to you if, in our opinion:

– adequate accounting records have not been kept

by the parent Company, or returns adequate for our

audit have not been received from branches not

visited by us; or

– the parent Company financial statements and the

part of the Directors’ Remuneration Report to be

audited are not in agreement with the accounting

records and returns; or

– certain disclosures of Directors’ remuneration

specified by law are not made; or

– we have not received all the information and

explanations we require for our audit.

We have nothing to report in these respects.

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Independent Auditor’s report continued

9. Respective responsibilities

Directors’ responsibilities

As explained more fully in their statement set out

on page 117, the Directors are responsible for: the

preparation of the financial statements including

being satisfied that they give a true and fair view;

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; assessing the Group and parent

Company’s ability to continue as a going concern,

disclosing, as applicable, matters related to going

concern; and using the going concern basis of

accounting unless they either intend to liquidate the

Group or the parent Company or to cease operations,

or have no realistic alternative but to do so.

Auditor’s responsibilities

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 our opinion in an

auditor’s report. Reasonable assurance is a high

level of assurance, but does not 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 aggregate,

they could reasonably be expected to influence the

economic decisions of users taken on the basis of the

financial statements.

A fuller description of our responsibilities is

provided on the FRC’s website at www.frc.org.uk/

auditorsresponsibilities.

The Company is required to include these financial

statements in an annual financial report prepared

under Disclosure Guidance and Transparency Rule

4.1.17R and 4.1.18R. This auditor’s report provides

no assurance over whether the annual financial

report has been prepared in accordance with those

requirements.

10. The purpose of our audit work and to whom

weowe our responsibilities

This report is made solely to the Company’s

members, as a body, in accordance with Chapter 3 of

Part 16 of the Companies Act 2006. Our audit work

has been undertaken so that we might state to the

Company’s members those matters we are required

to state to them in an auditor’s report and for no other

purpose. To the fullest extent permitted by law, we do

not accept or assume responsibility to anyone other

than the Company and the Company’s members, as

a body, for our audit work, for this report, or for the

opinions we have formed.

Heidi Broom-Hirst

Senior Statutory Auditor

for and on behalf of KPMG LLP, Statutory Auditor

Chartered Accountants

15 Canada Square

London

E14 5GL

16 March 2026

Independent Auditor’s report continued

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Consolidated Income Statement and Other Comprehensive Income

		52 weeks ended	52 weeks ended
		27 December	28 December
(£m)	Notes	2025	2024
Revenue (1)	5	1, 6 3 6 . 2	1, 5 4 4 . 5
Cost of sales (1)		(1,032.4)	(9 7 7.9)
Gross profit		603.8	5 6 6.6
Selling costs		(3 59. 3)	(3 6 4 .9)
Administrative expenses		(17 3 . 9)	(15 4 . 4)
Operating profit	6	70 .6	4 7. 3
Finance income (2)	7	10 . 2	7. 3
Finance costs (2)	7	(3 2 .1)	(31.4)
Profit before tax		4 8 .7	23.2
Tax	10	(1 0.9)	(4 . 8)
Profit for the period and total comprehensive income		3 7. 8	18 . 4
Attributable to:
Owners of the parent		38.5	1 8 .1
Non-controlling interest		(0 .7)	0.3
Profit for the period and total comprehensive income		3 7. 8	18 . 4
Earnings per share
Basic	11	16 . 8p	7. 7p
Diluted	11	16 . 4p	7. 5p
Adjusted results (3)
Adjusted gross profit	9	6 05 .9	565. 1
Adjusted operating profit	9	74 . 8	6 7. 4
Adjusted profit before tax	9	49.9	4 3 .6
Adjusted profit after tax	9	39. 2	3 3.9
Adjusted basic earnings per share	11	1 7. 4p	14 .1p
Adjusted diluted earnings per share	11	1 7. 0p	13 . 9p

(1) Comparative information in respect of revenue and cost of sales has been amended for delivery income. For details of the re-presentation, see note 5.

(2) Comparative information in respect of finance income and costs have been re-presented to show the figures gross, as per note 7.

(3) Defined in the summary of accounting policies (note 2)

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Consolidated Balance Sheet

		As at	As at
		27 December	28 December
(£m)	Notes	2025	2024
Assets
Non-current assets
Goodwill	12	12 . 6	12 . 6
Other intangible assets	12	6 .1	10 . 0
Property, plant and equipment	13	116 . 6	11 3 . 3
Right-of-use assets	14	5 79.9	562 .5
Derivative financial instruments	29	3.0	0.2
Deferred tax asset	16	2 6 .1	2 9.8
Total non-current assets		74 4 . 3	728.4
Current assets
Inventories	18	19 9 . 4	19 2 . 9
Trade and other receivables	19	6 3 .7	70.6
Derivative financial instruments	29	–	0 .7
Cash and cash equivalents	20	9 1.7	86.3
Corporation tax receivable		1. 6	–
Total current assets		356 .4	350.5
Total assets		1,1 0 0 . 7	1, 0 7 8 . 9

		As at	As at
		27 December	28 December
(£m)	Notes	2025	2024
Equity and liabilities
Capital and reserves
Issued share capital	21	2 3.3	24. 2
Capital redemption reserve		2 .7	1. 8
EBT share reserve	21	(13 .7)	(0. 5)
Other reserves	21	(7 8 5 .7)	(78 5 .7)
Retained earnings		903. 9	905 .5
Equity attributable to owners of the parent		13 0 . 5	14 5 . 3
Non-controlling interest		0.4	1 .1
Total equity		13 0 . 9	14 6 . 4
Non-current liabilities
Lease liabilities	14, 23	6 35.5	6 24.9
Long-term provisions	24	1. 8	1.4
Total non-current liabilities		6 3 7. 3	626.3
Current liabilities
Lease liabilities	14, 23	84.3	8 0.4
Trade and other payables	25	2 3 7. 5	2 12 . 6
Corporation tax payable		–	3.5
Derivative financial instruments	29	1. 3	–
Short-term provisions	24	9.4	9 .7
Total current liabilities		332 .5	306.2
Total liabilities		96 9.8	93 2.5
Total equity and liabilities		1,1 0 0 . 7	1, 0 7 8 . 9

The consolidated financial statements of Wickes Group Plc, registered number 12189061, were approved by the

Board of Directors on 16 March 2026 and signed on its behalf by:

David Wood Mark George

Chief Executive Officer Chief Financial Officer

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Consolidated Statement of Changes in Equity

			Capital
		Issued share	redemption	EBT share	Other	Retained	Total
(£m)	Notes	capital	reserve	reserve	reserves	earnings	equity
At 30 December 2023		25.2	0.8	(0 .7)	(7 8 5 .7)	9 2 3 .7	16 3 . 3
Profit for the period and other comprehensive income		–	–	–	–	1 8 .1	18 .1
Dividends paid	26	–	–	–	–	(2 6 .1)	(2 6 .1)
Share buyback and cancellation	21	(1. 0)	1. 0	–	–	(15 .1)	(15 .1)
Equity–settled share–based payments		–	–	0.2	–	3.4	3 .6
Tax on equity–settled share–based payments		–	–	–	–	1.5	1. 5
Owners of parent		24. 2	1. 8	(0 .5)	(7 8 5 .7)	9 05.5	14 5 . 3
Retained earnings attributable to non–controlling interest		–	–	–	–	1.1	1 .1
At 28 December 2024		24. 2	1. 8	(0 .5)	(7 8 5 .7)	906.6	14 6 . 4
Profit for the period and other comprehensive income		–	–	–	–	38.5	3 8.5
Dividends paid	26	–	–	–	–	(24 . 8)	(24 .8)
Share buyback and cancellation	21	(0.9)	0.9	–	–	(2 0 .1)	(2 0 .1)
Purchase of own shares		–	–	(1 8 .1)	–	–	(1 8 .1)
Equity–settled share–based payments		–	–	4.9	–	5 .1	10 . 0
Tax on equity–settled share–based payments		–	–	–	–	(0 .3)	(0 .3)
Owners of parent		23.3	2 .7	(13 .7)	(7 8 5 .7)	903.9	13 0 . 5
Retained earnings attributable to non–controlling interest		–	–	–	–	0.4	0.4
At 27 December 2025		23.3	2 .7	(13 .7)	(7 8 5 .7)	9 04.3	13 0 . 9

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Consolidated Cash Flow Statement

		52 weeks ended	52 weeks ended
		27 December	28 December
(£m)	Notes	2025	2024
Cash flows from operating activities
Operating profit		70.6	4 7. 3
Adjustments for:
Amortisation of other intangible assets	12	6.0	6 .6
Depreciation of property, plant and equipment	13	2 2 .1	22.3
Depreciation of right-of-use assets	14	76 .6	7 6 .7
Impairment of other intangible assets	12	0. 3	–
Impairment of property, plant and equipment	15	0. 2	5.8
Impairment of right-of-use assets	15	1.7	12 . 3
Reversal of impairment of right-of-use assets	15	–	(1. 3)
Gains on terminations of leases	6	(0. 2)	–
Losses on disposal of property, plant and equipment	6	0.5	0. 3
Derivative fair value losses/(gains)	9	2 .1	(1. 5)
Share-based payments	27	4 .4	3.5
Operating cash flows		18 4 . 3	17 2 . 0
Movements in working capital:
(Increase)/decrease in inventories		(6. 5)	3.2
Decrease in trade and other receivables		6.8	4 .0
Increase/(decrease) in trade and other payables		2 1. 4	( 7. 1)
Increase/(decrease) in provisions		0 .1	(1. 5)
Cash generated from operations		2 0 6 .1	17 0 . 6
Income taxes paid		(12 . 2)	(8.6)
Net cash inflow from operating activities		19 3 . 9	16 2 . 0

		52 weeks ended	52 weeks ended
		27 December	28 December
(£m)	Notes	2025	2024
Cash flows from investing activities
Purchases of property, plant and equipment		(2 2 .8)	(24 .6)
Development costs of computer software		(2 .4)	(1. 5)
Proceeds on disposal of property, plant and equipment		–	6.3
Acquisition of business net of cash acquired		–	(2 . 3)
Interest received		7. 3	7. 4
Net cash outflow from investing activities		(17. 9)	(14 .7)
Cash flows from financing activities
Interest paid		(1 .1)	(1. 4)
Interest on lease liabilities		(3 1 .1)	(3 0 .1)
Payment of principal of lease liabilities		(82 .9)	(8 4 .3)
Lease incentives received		1. 9	0.9
Own shares purchased for share schemes , net of cash received
from employees	21	(12 . 5)	–
Share buyback		(2 0 .1)	(15 .1)
Dividends paid to equity holders of the parent	26	(2 4. 8)	(2 6 .1)
Dividends paid to non-controlling interest		–	(2 .4)
Net cash outflow from financing activities		(1 70.6)	(15 8 . 5)
Net increase/(decrease) in cash and cash equivalents		5.4	(11. 2)
Cash and cash equivalents at the beginning of the period		86.3	97 .5
Cash and cash equivalents at the end of the period	20	9 1.7	86.3
Adjusting items
Adjusting items paid included in the cash flow	32	–	4 .9
Total pre-tax Adjusting items	9	1. 2	20.4

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1 General information and accounting policies

Wickes Group Plc (the ‘Company’) is a limited company in the United Kingdom, incorporated under the

Companies Act 2006. The registered office of the Company is Vision House, 19 Colonial Way, Watford,

WD24 4JL .

The consolidated financial statements represent the results of the Company and its subsidiaries (together

referred to as the ‘Group’).

The principal activity of the Group is the operation of retail DIY stores across the United Kingdom.

Basis of accounting

The annual financial statements of the Group for the 52 weeks ending 27 December 2025 have been prepared

in accordance with UK-adopted international accounting standards. The comparative financial period was 52

weeks to 28 December 2024.

The Company has elected to prepare its Parent Company financial statements in accordance with Financial

Reporting Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”; these

are presented on pages 155 to 159.

Basis of preparation

The consolidated financial statements have been prepared on the historical cost basis, except that certain

financial instruments including derivative instruments, and certain share-based payments are stated at their fair

value.

Going concern

Based on the Group’s liquidity position and cash flow projections, including a forward looking severe but

plausible scenario, the Directors have a reasonable expectation that the Company and the Group have adequate

resources to continue in operational existence for the duration of the going concern period, being the 12 month

period following the date of approval of these financial statements, and accordingly they continue to adopt the

going concern basis of accounting in preparing the consolidated financial statements for the period ended

27 December 2025.

The Directors have considered the Group’s business activities, together with the factors likely to affect its future

development, performance and position, the principal risks, alongside the current financial position of the Group,

its cash flows, liquidity position and borrowing facilities and how they may impact going concern.

The Directors do not consider going concern to be a critical accounting judgement. In determining this the

Directors have taken into account the ongoing profitability and positive operating cashflow in 2025, despite the

impacts of the softer economic environment in the UK. Although the Group saw continuing cost pressures in

the 2025 financial year, the Group continues to demonstrate the flexibility of Wickes’ operational model,

including a number of actions undertaken to both respond to more challenging market conditions and to

continue to drive efficiencies within the business in 2026.

At 27 December 2025, cash and cash equivalents stood at £91.7m. In addition the Group had available an

undrawn committed Revolving Credit Facility (RCF) of £80m, expiring in March 2029, and which is not forecast

to be utilised for a period of at least 12 months.

Lease liabilities of £719.8m are included on the balance sheet under IFRS 16, with £84.3m due within one year:

the Group has no other debt obligations.

In considering whether the Group’s financial statements can be prepared on a going concern basis, the

Directors have undertaken a detailed review which entails assessing the Group’s current and projected financial

performance and position, including current assets and liabilities, debt maturity profile, future commitments

and forecast cash flows. In forming their outlook on the future financial performance, the Directors considered

the risk of higher business volatility arising from the potential negative impact of the general economic

environment.

The Directors’ review also included a severe but plausible scenario to assess the impact of a sales reduction

from 2026’s budget, a margin reduction and an operational shock (e.g. a cyber attack or a disease outbreak)

which requires the business to shut down fully for a short period of time, together with increases to energy

costs and staff costs. Under this combined severe but plausible scenario the Group would encounter a negative

cash position for one period.

However, if this scenario materialised, the Group could apply a controlled and limited set of mitigations to

preserve a positive cash balance, and these do not assume utilisation of the RCF. As this does not require use of

the facility at any point, any covenant breach in this combined scenario does not indicate a risk to going

concern. Nevertheless, if required, there are further measures that could be taken to assist with the covenant

compliance if this was considered necessary, including reducing bonuses and discretionary spend in the short

term.

The Directors remain watchful of ongoing pressures on customers and suppliers given the current economic

environment and are aware that the Group is exposed to a number of risks and uncertainties, which could affect

the Group’s ability to meet its forecasts. The Directors believe that the Group has the flexibility to react to

changing market conditions and is adequately placed to manage its business risks successfully.

2 Accounting Policies

Functional and presentational currency

The financial information is presented in Pounds Sterling, the currency of the primary economic environment in

which the Group operates. All amounts in the financial statements have been rounded to the nearest £0.1m

except where otherwise noted.

Transactions denominated in foreign currencies are recorded at the rates ruling on the date of the transaction.

At the balance sheet date, monetary assets and liabilities denominated in foreign currencies are translated at

the rate of exchange ruling at that date. Foreign exchange differences arising on translation are recognised in

the income statement.

Business segments

The operating segments are identified on the basis of internal reports about components of the Group that are

regularly reviewed by the Chief Operating Decision Maker (“CODM”), which is considered to be the Executive

Board of Directors, to assess performance and allocate capital. Management considers there to be one

operating segment.

Notes to the consolidated financial statements

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Notes to the consolidated financial statements continued

2 Accounting Policies continued

Alternative Performance Measures

The Group presents Alternative Performance Measures (“APMs”) in addition to the statutory results of the

Group. These are presented in accordance with the Guidelines on APMs issued by the European Securities and

Markets Authority (“ESMA”). APMs used by the Group are set out in note 32 and the reconciling items between

statutory and adjusted results are listed below and described in more detail in note 9.

Adjusting items are those items of income and expenditure that, by reference to the Group, are material in size

or unusual in nature or incidence and that in the judgement of the Directors should be disclosed separately to

ensure both that the reader has an understanding of the Group’s underlying trading performance and that there

is comparability of financial performance between periods.

Items of income or expense that are considered by the Directors for designation as adjusting items include, but

are not limited to, significant restructurings, incremental costs relating to corporate transactions, significant

write downs or impairments (or impairment reversals) of current and non-current assets, the net unrealised

gains and losses on remeasurement of derivatives held at fair value, and the effect of changes in corporation tax

rates on deferred tax balances.

2.1 Impact of new standards and interpretations

The following standards and interpretations, which have not yet been applied in these consolidated financial

statements, have been issued by the IASB but not yet adopted by the UK Endorsement Board:

– Targeted amendments to IFRS 9 – Financial Instruments and IFRS 7 – Financial Instruments: Disclosures

– IFRS 19 – Subsidiaries without Public Accountability: Disclosures

The following standards have been adopted by the UK Endorsement Board but are not yet effective for the

Group:

– Amendments to IFRS 9 – Financial Instruments and IFRS 7 – Financial Instruments: Disclosures for

classification and measurement of financial instruments

– Amendments to IAS 21 – Lack of exchangeability

– IFRS 18 – Presentation and Disclosure in Financial Statements

Adoption of IFRS 18 – Presntation and Disclosure in Financial statements will result predominantly in significant

changes to the presentation of the Consolidated Income Statement. The other standards noted are not

expected to have a material impact on the financial statements.

2.2 Revenue

Revenue is recognised when the Group has satisfied its performance obligations to the customer and the

customer has obtained control of the goods or services being transferred. Revenue is measured at the

transaction price received or receivable less a deduction for actual and expected returns and represents

amounts receivable for goods and services provided in the normal course of business including delivery

charges, net of discounts and value added tax.

Customers are entitled to return goods for a period after purchase. A right of return is not a separate

performance obligation and the Group is required to recognise revenue net of estimated returns. A refund

liability and a corresponding asset in inventory representing the right to recover products from the customer are

recognised.

Services comprise kitchen, bathroom and solar installations and these are typically completed over a short

period of time. The Group does not sell installation services separately from the sale of kitchen, bathroom and

solar products. Control of installed kitchens, bathrooms and solar panels passes to the customer when the

Group has fulfilled its obligations under the installation contract and revenue from the installation of kitchens,

bathrooms and solar panels is recognised at this point.

2.3 Other Income

Other income comprises income that is incidental to the Company’s core trading activity and therefore does not

meet the criteria for recognition as revenue. For the Company this includes, but is not limited to, sublease rental

income and concession income.

2.4 Inventories

Inventories, which consist of goods for resale, are stated at the lower of cost and net realisable value. Cost

comprises direct materials and, where applicable, direct labour costs and those overheads that have been

incurred in bringing the inventories to their present location and condition. Net realisable value is the estimated

selling price less the estimated costs of disposal.

Cost of inventories

In determining the cost of inventories the Directors have to make estimates to arrive at cost and net realisable

value. Determining the net realisable value of the wide range of products held in many locations requires an

assessment to be applied to determine the likely saleability of the product and the potential price that can be

achieved. In arriving at any provisions for net realisable value the Directors take into account the age, condition

and quality of the product stocked and the recent trend in sales. The Group does not consider that there is a

significant risk of material adjustment arising within the next financial period as a result of this estimate.

2.5 Tax

The tax expense represents the sum of the tax payable and deferred tax.

Current tax

Tax payable is based on taxable profit for the period. Taxable profit differs from net profit as reported in the

income statement because it excludes items of income and expense that are taxable or deductible in other

periods and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is

calculated using tax rates that have been enacted or substantially enacted by the balance sheet date.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of

assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the

computation of taxable profit. This is accounted for using the balance sheet liability method.

Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are

recognised to the extent that it is probable that taxable profits will be available against which deductible

temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference

arises from goodwill or from the initial recognition of other assets and liabilities in a transaction (other than in a

business combination) that affects neither the taxable profit nor the accounting profit.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or

the asset realised based on tax laws and rates that have been enacted or substantially enacted at the balance

sheet date. Deferred tax is charged or credited in the income statement, except when it relates to items charged

or credited directly to equity, in which case the deferred tax is also dealt with in equity.

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2 Accounting Policies continued

In respect of the deferred tax on IFRS 16 leases, Wickes Building Supplies Limited applies tax deductions for the

payment of rent, effectively the settlement of the IFRS 16 lease liability, including any onerous lease element

that might be required under FRS 102, and a deferred tax liability in respect of the corresponding Right-of-Use

asset. No initial recognition exception was utilised in respect of these. They are presented as the net deferred

tax asset/liability in the balance sheet and in the leases column of the deferred tax note.

2.6 Goodwill and other intangible assets

Goodwill

Goodwill arising on acquisition represents the excess of the cost of acquisition over the share of the aggregate

fair value of identifiable net assets (including intangible assets) of a business or a subsidiary at the date of

acquisition. Goodwill is initially recognised as an asset and allocated to cash generating units or groups of cash

generating units that are expected to benefit from the synergies of the combination and is then reviewed at

least annually for impairment. Any impairment is recognised immediately in the income statement and is not

reversed. Goodwill is accordingly stated in the balance sheet at cost less any provisions for impairment in value.

Other intangible assets

Other intangible assets consists primarily of software. The directly attributable costs incurred for the

development of computer software controlled by and for use within the Group are capitalised and written off as

an expense over their estimated useful lives, which range from 3 years to 10 years. Software operated under a

‘Software as a Service’ model is not considered to be controlled by the Group and is expensed directly to the

Income Statement. No amortisation is charged on computer software under construction.

Costs relating to research, maintenance and training are expensed as they are incurred. Licence fees for using

third-party software which is not controlled by the Group are expensed over the period the software is in use.

2.7 Property, plant and equipment

Property, plant and equipment is stated at cost less accumulated depreciation and any impairment in value,

adjusted for impairment reversals. Assets are depreciated to their estimated residual value on a straight-line

basis over their estimated useful lives as follows

– Leasehold improvements – term of the lease

– Plant and equipment – 3 to 10 years

– Freehold buildings – over remaining useful life

The residual value and useful life of assets are reviewed annually.

The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the

sale proceeds net of expenses and the carrying amount of the asset in the balance sheet and is recognised in

the income statement.

2.8 Supplier income

Supplier income comprises fixed price discounts and volume rebates. Fixed price discounts and volume rebates

received and receivable in respect of goods which have been sold are initially deducted from the cost of

inventory and therefore reduce cost of sales in the income statement when the goods are sold.

Where goods on which the fixed price discount or volume rebate has been earned remain in inventory

at the period end, the cost of that inventory reflects those discounts and rebates.

Supplier income receivable is netted off against trade payables when there is a legally binding arrangement in

place and it is management’s intention to settle net, otherwise amounts are included in other receivables in the

balance sheet.

2.9 Trade and other receivables

The Group’s trade and other receivables at the balance sheet date comprises principally of amounts receivable

from the sale of goods and related services, amounts due in respect of rebates and sundry prepayments.

Trade receivables, which are held at amortised cost, are subject to the expected credit loss model in IFRS 9

– Financial Instruments. The Group applies the IFRS 9 – Financial Instruments simplified approach to

measuring expected credit losses. This uses a lifetime expected loss allowance for all trade receivables.

To measure the expected credit losses, trade receivables have been grouped based on shared credit risk

characteristics and the days past due.

Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no

reasonable expectation of recovery include the failure of a debtor to engage in a repayment plan with the Group

and the commencement of legal proceedings.

2.10 Provisions

A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation

because of a past event, it is probable that an outflow of economic benefits will be required to settle the

obligation and the amount can be measured reliably. Provisions are measured at the Directors’ best estimate of

the expenditure required to settle the obligation at the balance sheet date, and are discounted to present value if

the effect of the time value of money is material.

Should a provision ultimately prove to be unnecessary then it is credited back to the income statement. Where

the provision was originally established as an adjusting item, any release is shown as an adjusting credit.

The Group’s stores operate from a significant number of leased properties. Where necessary, a provision has

been made for the residual commitments for rates, other payments, and expected dilapidations charges after

taking into account existing and anticipated subtenant arrangements.

It is Group policy to insure itself using policies with a high excess against claims arising in respect of damage to

assets, or due to employers or public liability claims. The nature of insurance claims means they may take some

time to be settled. The insurance claims provision represents management’s best estimate, based upon

external advice, of the value of outstanding claims against it where the final settlement date is uncertain.

The Group provides a guarantee on showroom kitchen cabinets, doors, drawer fronts and showroom bathroom

products. The Group provides for future estimated costs of providing this guarantee on kitchens and bathrooms

that have been previously sold. The provision includes future costs for installation workmanship as well as

product cost.

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Notes to the consolidated financial statements continued

2 Accounting Policies continued

2.11 Trade payables and liabilities

Trade and other payables principally comprise amounts outstanding for trade purchases and ongoing costs

and are measured at amortised cost. The Directors consider that the carrying amount of trade payables

approximates to their fair value.

2.12 Employee benefits – pensions

Payments to defined contribution retirement benefit schemes are recognised as an expense when employees

have rendered services entitling them to the contributions.

2.13 Equity

Equity instruments represent the ordinary share capital of the Group and are recorded at the proceeds received,

net of directly attributable incremental issue costs.

A description of the nature and purpose of each reserve is given below:

– EBT share reserves represent shares held by the Group in connection with the operations of the Group’s

share plans.

– The ‘Other reserves’ was created on the acquisition in March 2020 by Wickes Group Plc of Wickes Group

Holdings Limited and by Wickes Group Holdings Limited of Wickes Building Supplies Limited and Wickes

Finance Limited, via share for share exchanges, and represents the difference between the carrying

value of the assets and liabilities of the acquired companies and the nominal value and premium of

the shares issued.

– The capital redemption reserve represents the amounts transferred from share capital on the repurchase of

issued shares.

– Retained earnings represents cumulative results for the Group.

2.14 Share repurchases

Shares purchased for cancellation are deducted from retained earnings. Share capital is reduced and credited to

the capital redemption reserve once shares are cancelled.

2.15 Leases

IFRS 16 – Leases establishes principles for the recognition, measurement, presentation and disclosure of

leases, with the objective of ensuring that lessees and lessors provide relevant information that faithfully

represents those transactions.

Identifying a lease

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or

contains, a lease if it conveys the right to control the use of an identified asset for a period of time in exchange

for consideration. Control is conveyed where the Group has both the right to direct the identified asset’s use and

to obtain substantially all the economic benefits from that use.

At inception or on reassessment of a contract that contains a lease component, the Group allocates the

consideration in the contract to each lease component on the basis of their relative stand-alone prices.

However, for plant and equipment leases in which it is a lessee, the Group has elected not to separate non-lease

components and account for the lease and non-lease components as a single lease component.

For each lease or lease component, the Group follows the lease accounting model as per IFRS 16 – Leases,

unless the recognition exceptions can be used.

Recognition exceptions

The Group has elected to account for lease payments as an expense on a straight-line basis over the lease term

or another systematic basis for the following two types of leases:

(i) leases with a lease term of 12 months or less and containing no purchase options – this election is made by

class of underlying asset; and

(ii) leases where the underlying asset has a low value when new – this election can be made on a lease-by-lease

basis, for leases where the Group has taken short-term lease recognition exemption and there are any

changes to the lease term or the lease is modified, the Group accounts for the lease as a new lease.

Lessee accounting

Upon lease commencement the Group recognises a right-of-use asset and a lease liability.

Initial measurement

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability

adjusted for any lease payments made at or before the commencement date, plus any initial direct costs

incurred, and includes an estimate of costs to restore the underlying asset or the site on which it is located,

when an obligation is considered probable to arise, less any lease incentives received.

The lease liability is initially measured at the present value of the lease payments payable over the lease term,

discounted at the rate implicit in the lease if that can be readily determined. If that rate cannot be readily

determined, the Group uses the incremental borrowing rate.

Variable lease payments that depend on an index or a rate are included in the initial measurement of the lease

liability and are initially measured using the index or rate as at the commencement date. Amounts expected to

be payable by the lessee under residual value guarantees are also included. Variable lease payments that are

not included in the measurement of the lease liability are recognised in the income statement in the period in

which the event or condition that triggers payment occurs, unless the costs are included in the carrying amount

of another asset under another accounting standard.

Subsequent measurement

After lease commencement, the Group measures right-of-use assets using a cost model. Under the

cost model a right-of-use asset is measured at cost less accumulated depreciation and accumulated

impairment. Any impairment reversal reduces accumulated impairment previously recognised to the extent that

the revised net book value does not exceed the amount that would have been recognised had no impairment

occurred previously. An impairment reversal excludes any impact resulting from the passage of time.

The lease liability is subsequently remeasured to reflect changes in:

– the lease term (using a revised discount rate)

– the assessment of a purchase option (using a revised discount rate)

– the amounts expected to be payable under residual value guarantees (using an unchanged discount rate)

– future lease payments resulting from a change in an index or a rate used to determine those payments (using

an unchanged discount rate)

The remeasurements are matched by adjustments to the right-of-use asset. Additionally, direct costs incurred

as part of obtaining an additional lease term are added to the right-of-use asset.

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2 Accounting Policies continued

Depreciation

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement

date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated

useful lives of right-of-use assets are determined on the same basis as those of property, plant and equipment.

In addition, the right-of-use asset is reduced by impairment losses, if any, and adjusted impairment reversals or

for certain remeasurements of the lease liability.

Lessor accounting

When the Group acts as a lessor, it determines at lease inception whether each lease is a finance or operating

lease. To classify each lease, the Group makes an overall assessment of whether the lease transfers

substantially all the risks and rewards incidental to ownership of an underlying asset. If this is the case, then the

lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Group considers

certain indicators such as whether the lease is for the major part of the economic life of the asset.

The Group recognises operating lease payments as income on a straight-line basis over the lease term as part

of ‘other income’. The Group recognises finance income over the lease term of a finance lease, based on a

pattern reflecting a constant periodic rate of return on the net investment.

2.16 Borrowings

Interest bearing bank loans and overdrafts and other loans are recognised in the balance sheet initially at fair

value and subsequently at amortised cost. Finance charges associated with arranging the undrawn revolving

credit facility are recognised in the income statement over the life of the facility. All other borrowing costs are

recognised in the income statement in accordance with the effective interest rate method.

2.17 Net debt

Net debt comprises cash and cash equivalents (being cash balances net of overdrafts) and the carrying value of

lease liabilities. The carrying amount of these assets and liabilities approximates to their fair value.

2.18 Financial instruments classification

The Group classifies its financial instruments in the following measurement categories:

– those to be measured subsequently at fair value through profit or loss (FVTPL); and those to be measured at

amortised cost.

The classification depends on the business model for managing the financial instruments and the contractual

terms of the cash flows.

For assets measured at fair value, gains and losses will either be recorded in profit or loss or other

comprehensive income (FVOCI). For investments in equity instruments that are not held for trading, this will

depend on whether the Group has made an irrevocable election at the time of initial recognition to account for

the equity investment at FVTPL or at FVOCI.

The Group reclassifies debt investments when and only when its business model for managing those assets

changes.

Measurement

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset

not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to the acquisition

of the financial asset. Transaction costs of financial assets carried at FVTPL are expensed in profit or loss.

Impairment

The Group assesses on a forward looking basis the expected credit losses associated with debt instruments

carried at amortised cost and FVOCI. The impairment methodology applied depends on whether there has

been a significant increase in credit risk. For trade receivables, the Group applies the simplified approach

permitted by IFRS 9 – Financial Instruments, which requires expected lifetime losses to be recognised from

initial recognition of the receivables.

2.19 Impairment

Impairment of tangible and intangible assets

The carrying amounts of the Group’s tangible and intangible assets with a definite useful life are reviewed at

each balance sheet date to determine whether there is any indication of impairment to their value. If such an

indication exists, the asset’s recoverable amount is estimated and compared to its carrying value. Where the

asset does not generate cash flows that are independent from other assets, the Group estimates the

recoverable amount of the cash-generating unit (CGU) to which the asset belongs. The Group has determined

that each store is a separate CGU. The recoverable amount of an asset is the greater of its fair value less

disposal cost and its value-in-use (the present value of the future cash flows that the asset is expected to

generate). In determining value in use the present value of future cash flows is discounted using a pre-tax

discount rate that reflects current market assessments of the time value of money in relation to the period of

the investment and the risks specific to the asset concerned. The carrying value of CGUs includes right-of-use

assets.

Where the carrying value exceeds the recoverable amount a provision for the impairment loss is established

with a charge being made to the income statement. When the reasons for a write down no longer exist the write

down is reversed in the income statement up to the net book value that the relevant asset would have had if it

had not been written down and if it had been depreciated. An impairment reversal excludes any impact resulting

from the passage of time.

For intangible assets that have an indefinite useful life the recoverable amount is estimated at each annual

balance sheet date.

Measuring recoverable amounts

The Group tests goodwill for impairment annually or more frequently if there are indications that an impairment

may have occurred. The recoverable amount of the goodwill is determined from value in use calculations.

2.20 Share-based payments

The Group issues equity-settled share-based payments to directors and certain employees. Equity-settled

share-based payments are measured at fair value (excluding the effect of non market-based vesting conditions)

at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is

expensed on a straight-line basis over the vesting period, having been adjusted to reflect an estimate of shares

that will eventually vest and for the effect of non market-based vesting conditions.

Fair value is measured by use of the Black-Scholes pricing model which is considered by management to be the

most appropriate method of valuation. The expected life used in the model has been adjusted, based on

management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural

considerations.

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Notes to the consolidated financial statements continued

2 Accounting Policies continued

2.21 Post balance sheet events

These accounts reflect events only up to the date on which the relevant underlying consolidated financial

statements were approved.

3 Critical accounting judgements and key sources of estimation uncertainty

The preparation of financial statements requires the Directors to make judgements, estimates and assumptions

concerning the future that affect the application of accounting policies and the reported amounts of assets,

liabilities, income and expenses. These judgements are based on historical experience and management’s best

knowledge at the time and the actual results may ultimately differ from those estimates. Estimates and

underlying assumptions are reviewed on an ongoing basis and revisions are recognised in the period in which

the estimates are revised and in any future periods affected. The estimates and assumptions that have a

significant risk of causing a material adjustment to the carrying value of assets and liabilities are explained

below.

Impairment or impairment reversal of store assets (significant estimate)

Determining whether store assets (right of use assets relating primarily to the lease of each individual store, and

any associated property, plant and equipment) are impaired, or indicate an impairment reversal, requires an

estimation of the value in use of the cash-generating units to which such fixed assets have been allocated.

Additionally, judgement is required in determining the population of stores that have an indicator of impairment.

The value in use calculation requires estimation of future cash flows expected to arise from the cash-generating

unit (CGU) discounted at a suitable discount rate in order to calclulate the present value. The significant

estimates relate to the discount rate used, the store revenue and gross margin over the five-year plan period,

and the percentage of central costs allocated. Details of CGUs as well as further information about the

assumptions made are disclosed in note 15.

4 Auditor’s remuneration

During the period the Group incurred the following costs for services provided by the Company’s auditors:

	52 weeks ended	52 weeks ended
	27 December	28 December
(£’000)	2025	2024
Fees payable to the Company’s auditor for audit services:
Audit of the Company’s annual accounts	100	100
Audit of the Company’s subsidiaries	740	780
Fees paid to the Company’s auditor for other services:
Review of the interim statement	85	80
	925	960

A description of how the Audit & Risk Committee ensures that auditor objectivity and independence is

safeguarded when the auditor provides non-audit services is set out in the report on page 97.

5 Revenue

The Group has one operating segment in accordance with IFRS 8 – Operating Segments, which is the retail of

home improvement products and services, both in stores and online.

The Chief Operating Decision Maker is the Executive Board of Directors. Internal management reports are

reviewed by them on a regular basis. Performance of the segment is assessed based on a number of financial

and non-financial KPIs as well as on profit before taxation.

The Group identifies two distinct revenue streams within its operating segment which are analysed below.

Both revenue streams operate entirely in the United Kingdom. The Group’s revenue is driven by a large number

of individual small value transactions and as a result, Group revenue is not reliant on a major customer or group

of customers.

	52 weeks ended	52 weeks ended
Revenue	27 December	28 December
(£m)	2025	2024
Retail	1,208.9	1,135.2
Design & Installation Ranges	427.3	409.3
	1,636.2	1,544.5

Re-presentation of delivery income in comparative figures

The Directors have reviewed their presentation of revenue arising from delivery charges and have now disclosed

delivery income within Revenue, which was previously recognised net within Cost of Sales. For the 52 weeks

ended 28 December 2024, £5.7m has been re-presented from Cost of Sales to Revenue, of which £5.4m has

been allocated to Retail and £0.3m to Design & Installation Ranges.

The revenue reconciliation and like-for-like sales disclosed below have also been re-presented. This has resulted

in the ‘decrease arising on a like-for-like basis’ reducing from £31.3m (2.0%) to £31.0m (2.0%) for the 52 weeks

ended 28 December 2024.

There are no impacts to any profit measures, balance sheet or cash flows for any of the periods reported as a

result of the representation.

Re-presentation of revenue streams in comparative figures

In the 52 week period ended 28 December 2024, sales of Wickes Lifestyle Kitchens which included a design

element were classified as Design & Installation revenue, whereas self-serve purchases of the Wickes Lifestyle

Kitchen range were classified as Retail revenue. From the start of FY2025, the Group has changed the

presentation of the two revenue streams currently within its operating segment from ‘Retail’ and ‘Design &

Installation’, to ‘Retail’ and ‘Design & Installation Ranges’ respectively.

For the 52 weeks ended 28 December 2024, £82.5m of revenue has been re-allocated from Retail to Design &

Installation Ranges. This aligns the presentation with how revenue streams are monitored internally, bringing all

kitchen and bathroom sales into one reported revenue category, Design & Installation Ranges. Solar sales

continue to be included in Design & Installation Ranges.

There is no impact on any of the profit measures, balance sheet or cash flow statement for any of the periods

reported.

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5 Revenue continued

	52 weeks ended	52 weeks ended
Revenue reconciliation and like-for-like revenue	27 December	28 December
(£m)	2025	2024
Revenue	1,636.2	1,544.5
Network change	(20.2)	(21.4)
Revenue generated by acquired business (Gas Fast Limited)	(5.4)	(10.0)
Revenue (like-for-like basis)	1,610.6	1,513.1
Prior period revenue	1,544.5	1,559.2
Prior period network change	(8.6)	(15.1)
Prior period revenue generated by acquired business (Gas Fast Limited)	(0.4)	–
Prior period revenue (like-for-like basis)	1,535.5	1,544.1
Increase/(decrease) arising on a like-for-like basis	75.1	(31.0)
Like-for-like revenue (%)	4.9%	(2.0)%

Calculating like-for-like revenue enables management to monitor the performance trend of the business

period-on-period. It also provides management with a good indication of the health of the business compared

to competitors.

Like-for-like revenue is a measure of sales performance for two successive periods. Stores contribute to

like-for-like revenue once they have been trading for more than 12 months, or for acquisitions once the results

have been fully consolidated for 12 months. Revenue included in like-for-like revenue is for the equivalent times

in both periods being compared. When stores close, revenue is excluded from the prior period figures for the

months equivalent to the post closure period in the current period. These movements are explained by the

Network change amounts. The Network change number varies year on year as it represents a different number

of stores.

6 Operating profit

Operating profit is stated after charging/(crediting):

	52 weeks ended	52 weeks ended
	27 December	28 December
(£m)	2025	2024
Realised net foreign exchange losses/(gains) recognised in cost of sales	1.2	(1.6)
Derivative fair value losses/(gains)	2.1	(1.5)
Depreciation of property, plant and equipment (note 13)	22.1	22.3
Depreciation of right-of-use assets (note 14)	76.6	76.7
Amortisation of internally-generated intangible assets (note 12)	6.0	6.6
Impairment of other intangible assets (note 12)	0.3	–
Impairment of right of use assets (note 14 and 15)	1.7	12.3
Reversal of impairment of right-of-use assets (note 14 and 15)	–	(1.3)
Impairment of property, plant and equipment (note 13 and 15)	0.2	5.8
Gains on termination of leases (note 14 and 23)	(0.2)	–
Losses on disposal of property, plant and equipment	0.5	0.3
Income from subleasing right-of-use assets (note 14)	(2.8)	(2.4)
Staff costs (note 8)	258.5	230.4
Concession income	(0.8)	(1.1)
Waste recycling initiatives	(0.9)	(0.6)

7 Net finance costs

	52 weeks ended	52 weeks ended
	27 December	28 December
(£m)	2025	2024
Finance income
Interest receivable	7.2	7.3
Fair value adjustment to call option	3.0	–
	10.2	7.3
Finance costs
Interest on lease liabilities (note 14)	(31.1)	(30.1)
Amortisation of loan arrangement fees	(0.2)	(0.3)
Commitment fee on revolving credit facility (RCF)	(0.6)	(0.7)
Revolving credit facility (RCF) amendment costs	–	(0.3)
Other interest	(0.2)	–
	(32.1)	(31.4)
Net finance costs	(21.9)	(24.1)

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Notes to the consolidated financial statements continued

8 Staff costs

Average number of persons employed by the Group (including directors) during the period

	52 weeks ended	52 weeks ended
	27 December	28 December
(No.)	2025	2024
Administration	609	591
Stores and distribution	7,160	7,18 3
	7, 7 6 9	7,774

Average number of full-time equivalent persons employed by the Group during the period

	52 weeks ended	52 weeks ended
	27 December	28 December
(No.)	2025	2024
	6,099	6,114

Aggregate payroll costs of these persons were as follow:

	52 weeks ended	52 weeks ended
	27 December	28 December
(£m)	2025	2024
Wages and salaries	223.7	205.5
Social security costs	23.2	17.1
Other pension costs (defined contribution plans)	5.9	5.4
Share-based payments (equity-settled)	5.6	4.0
	258.4	232.0

There are no wages and salaries and social security costs for the 52 weeks ended 27 December 2025 in

adjusting items (52 weeks ended 28 December 2024: £3.6m).

All qualifying employees are able to contribute to the Wickes Group Pension Plan, a defined contribution pension

scheme. A defined contribution plan is a pension plan under which fixed contributions are paid into a pension

fund and the Company has no legal or constructive obligation to pay further contributions. The pension costs

represent contributions payable by the Group.

The amounts charged to the income statement in respect of pension costs and other post-retirement benefits

are the contributions payable in the period. Differences between the contributions payable in the period and

those actually paid are shown as either accruals or prepayments in the balance sheet.

9 Reconciliation of alternative profit measures

As described in note 2, adjusted profit measures are an alternative performance measure used by the Board to

monitor the operating performance of the Group. Adjusting items are those items of income and expenditure

that, by reference to the Group, are material in size or unusual in nature or incidence and that in the judgement of

the Directors should be disclosed separately to ensure both that the reader has a proper understanding of the

Group’s financial performance and that there is comparability of financial performance between periods.

Items of income or expense that are considered by the Directors for designation as adjusting items include, but

are not limited to, significant restructurings, incremental costs relating to corporate transactions, significant

write downs or impairments (and reversals) of current and non-current assets, the effect of changes in

corporation tax rates on deferred tax balances, and net unrealised gains and losses on remeasurement of

derivatives held at fair value.

			52 weeks ended 27 December 2025
		Operating	Profit before	Profit after
(£m)	Gross profit	profit	tax	tax
Statutory performance measures	603.8	70.6	48.7	37.8
Foreign exchange derivative fair value losses	2.1	2.1	2.1	2.1
Call option derivative fair value gains	–	–	(3.0)	(3.0)
Property, plant and equipment impairment charge	–	0.2	0.2	0.2
Right-of-use asset impairment charge	–	1.7	1.7	1.7
Solar Fast brand impairment charge	–	0.3	0.3	0.3
Restructuring costs	–	(0.1)	(0.1)	(0.1)
Tax on adjusting items	–	–	–	(1.0)
Tax adjustment in respect of prior periods	–	–	–	1.2
Total adjustments to statutory performance measures	2.1	4.2	1.2	1.4
Adjusted performance measures	605.9	74.8	49.9	39.2

			52 weeks ended 28 December 2024
		Operating	Profit before	Profit after
(£m)	Gross profit	profit	tax	tax
Statutory performance measures	566.6	47.3	23.2	18.4
Foreign exchange derivative fair value gains	(1.5)	(1.5)	(1.5)	(1.5)
Property, plant and equipment impairment charge	–	5.8	5.8	5.8
Right-of-use asset impairment charge	–	12.3	12.3	12.3
Reversal of impairment of right-of-use asset recognised in prior
periods	–	(1.3)	(1.3)	(1.3)
Restructuring costs	–	4.0	4.0	4.0
Gas Fast Limited acquisition costs	–	0.8	0.8	0.8
Revolving credit facility (RCF) amendment costs	–	–	0.3	0.3
Tax on adjusting items	–	–	–	(4.9)
Total adjustments to statutory performance measures	(1.5)	20.1	20.4	15.5
Adjusted performance measures	565.1	67.4	43.6	33.9

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9 Reconciliation of alternative profit measures continued

Foreign exchange derivative fair value movements

The Group recognises the potential for high levels of foreign exchange rate volatility and looks to mitigate its

economic impact on financial performance by hedging planned future foreign currency purchases using foreign

currency derivatives. The Group does not take advantage of the hedge accounting rules provided for in IFRS 9

since that standard requires certain stringent criteria to be met to hedge account, which, in the circumstances

of the Group, are considered by the Board not to bring any significant economic benefit. As a result, IFRS

requires that fair value gains or losses on these derivatives be recognised in the income statement.

In order to reflect the economic outcome of the forward contracts (derivatives), the impact of fair value

movement on the derivatives has been removed in the underlying results. During the 52 weeks ended

27 December 2025 this adjustment was a net loss of £2.1m in cost of goods sold (52 weeks ended

28 December 2024: gain of £1.5m).

Call option fair value movements

The Group owns an option to acquire the remaining 49% shareholding of Gas Fast Limited. This derivative is

remeasured to its fair value at the end of each reporting period. The value of the option reflects the Group’s

estimate of what a market participant would be prepared to offer the Group for the right to purchase that call

option. Changes to the fair value of this option may not be reflective of the Group’s trading activity. During the

period ended 27 December 2025, a derivative asset of £3.0m was recognised (52 weeks ended 28 December

2024: £nil) and reflected within finance income on the income statement

Right-of-use asset and property, plant and equipment impairment charges

In the period ended 27 December 2025, 4 stores were identified as impaired with a resulting impairment charge

of £1.9m, recognised as £1.7m to right-of-use assets and £0.2m to property plant and equipment. Impairment

charges are discussed in further detail in note 15 and, specifically, those factors influencing the impairment

charge are detailed on page 143.

In the period ended 28 December 2024, 27 stores were identified as impaired with a resulting impairment

charge of £18.1m, £12.3m to right-of-use assets and £5.8m to property, plant and equipment. Furthermore,

1 store was identified as having an impairment reversal of £1.3m all to right of use assets.

Solar Fast brand impairment

In the period ended 27 December 2025, the Group has fully impaired the intangible asset related to the ‘Solar

Fast’ brand (£0.3m) following the decision to re-brand all marketing material related to PV panels to Wickes Solar.

Restructuring costs

In the 52 week period ended 27 December 2025, there was a £0.1m release of a provision that was recognised

in relation to restructuring programmes originally recognised in the period ended 28 December 2024.

Tax adjustment in respect of prior periods

During the current period, the Group identified that a historical £1.2m deferred tax liability with respect to

goodwill on the acquisition of Focus DIY stores acquired in 2007 and 2011 had not been recognised by the

Group at the time the Group listed publicly in 2021. In recognising the deferred tax liability, a prior year deferred

tax charge of £1.2m has been recorded in the current period. There is no impact on tax paid or to be paid, whilst

the tax charge is not reflective of trading activity in the period, is not a revision to a previously estimated tax

position and is considered to be one-off in nature.

10 Taxation

	52 weeks ended	52 weeks ended
	27 December	28 December
(£m)	2025	2024
Current tax
UK corporation tax expense	12.2	12.3
UK corporation tax adjustments in respect of prior periods	(4.7)	(2.2)
Total current tax charge	7.5	10.1
Deferred tax
Deferred tax movement in period	(3.5)	(5.7)
Effect of change in tax rate	–	(0.1)
Adjustments in respect of prior periods	6.9	0.5
Total deferred tax charge	3.4	(5.3)
Total tax charge	10.9	4.8

The differences between the total tax charge and the amount calculated by applying the standard rate of UK

corporation tax of 25% (52 weeks ended 28 December 2024: 25.0%) to the profit before tax for the Group are as

follows:

	52 weeks ended	52 weeks ended
	27 December	28 December
(£m)	2025	2024
Profit before taxation	48.7	23.2
Tax at the standard corporation tax rate	12.2	5.9
Effects of:
Depreciation of non-qualifying property	0.4	0.4
Tax effect of non-taxable income / non-deductible expenses	(1.0)	–
Adjustments to prior period	2.1	(1.7)
Effect of share based payments	–	0.2
Impact of uncertain tax positions	(2.8)	–
Total tax charge	10.9	4.8

The effective tax rate for the period is 22.4% (52 weeks ended 28 December 2024: 20.3%). The effective tax rate

was lower than the standard rate primarily due to the impact of non-taxable income and revisions to historical

capital allowances, the latter being presented in uncertain tax positions, partially offset by adjustments related

to the prior period. This adjustment and its tax effect do not provide a guide to the Group’s future tax charge.

The Group is within the scope of the OECD Pillar Two model rules and the UK’s domestic implementation of the

Global Minimum Tax, which applies for accounting periods beginning on or after 31 December 2023. The Group

operates exclusively in the United Kingdom and is therefore subject only to UK taxation. Based on the

assessment performed for the period, the Group’s effective tax rate for Pillar Two purposes exceeds the

minimum rate of 15%. Accordingly, no UK top-up tax has arisen for the period. As at the reporting date, the

Group has not recognised any current or deferred tax assets or liabilities in respect of Pillar Two taxes.

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Notes to the consolidated financial statements continued

11 Earnings per share

Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the

weighted average number of ordinary shares outstanding during the 52 week period ended 27 December 2025.

	52 weeks ended	52 weeks ended
	27 December	28 December
(£m)	2025	2024
Profit attributable to the owners of the Parent	38.5	18.1
(No.)
Weighted average number of ordinary shares	238,367,214	245,621,601
Adjustment for weighted average number of ordinary shares held in EBT	(9,100,822)	(4,861,137)
Weighted average number of ordinary shares in issue	229,266,392	240,760,464
Basic earnings per share (in pence per share)	16.8p	7.7p

For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to include all

dilutive potential ordinary shares arising from share options.

	52 weeks ended	52 weeks ended
	27 December	28 December
(£m)	2025	2024
Profit attributable to the owners of the Parent	38.5	18.1
(No.)
Weighted average number of ordinary shares in issue	229,266,392	240,760,464
Diluted effect of share options on potential ordinary shares	5,502,259	3,714,321
Diluted weighted average number of ordinary shares in issue	234,768,651	244,474,785
Diluted earnings per share (in pence per share)	16.4p	7.5p

The Directors believe that EPS excluding Adjusting items (Adjusted EPS) reflects the underlying performance of

the business and assists in providing the reader with a consistent view of the trading performance of the Group.

Reconciliation of profit after taxation to profit after taxation excluding Adjusting items (Adjusted profit):

	52 weeks ended	52 weeks ended
	27 December	28 December
(£m)	2025	2024
Profit attributable to the owners of the parent from continuing operations	38.5	18.1
Adjusting items before tax	1.2	20.4
Tax on adjusting items	(1.0)	(4.9)
Tax prior year adjustment	1.2	–
Adjusting items after tax (note 9)	1.4	15.5
Adjusted profit attributable to the owners of the parent	39.9	33.6
Weighted average number of ordinary shares in issue	229,266,392	240,760,464
Weighted average number of dilutive ordinary shares in issue	234,768,651	244,474,785
Adjusted basic earnings per share (in pence per share)	17.4p	14.1p
Adjusted diluted earnings per share (in pence per share)	17.0p	13.9p

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12 Goodwill and other intangible assets

		Other intangible
(£m)	Goodwill	assets	Total
Cost or valuation
At 30 December 2023	8.4	41.3	49.7
Additions	4.2	2.3	6.5
At 28 December 2024	12.6	43.6	56.2
Additions	–	2.4	2.4
At 27 December 2025	12.6	46.0	58.6
Amortisation
At 30 December 2023	–	27.0	27.0
Charged in the period	–	6.6	6.6
At 28 December 2024	–	33.6	33.6
Charged in the period	–	6.0	6.0
Impairment	–	0.3	0.3
At 27 December 2025	–	39.9	39.9
Net book value
At 27 December 2025	12.6	6.1	18.7
At 28 December 2024	12.6	10.0	22.6

The goodwill held by the Group arose on the acquisition of Focus DIY stores in 2007 & 2011, and the acquisition

of a 51% holding in Gas Fast Limited. The carrying value related to the acquisition of Focus DIY stores is £8.4m

(28 December 2024: £8.4m) and is tested against stores. For the Gas Fast Limited acquisition £4.2m of goodwill

was recognised (28 December 2024: £4.2m) and tested against the performance of the Wickes Solar business.

For the purpose of impairment tests of goodwill, the goodwill are shown in note 15. Details of the £0.3m

impairment to other intangible assets is shown in note 9.

13 Property, plant and equipment

	Land and	Leasehold	Plant and
(£m)	buildings	improvements	equipment	Total
Cost
At 30 December 2023	6.1	147.6	195.6	349.3
Additions	–	13.4	11.2	24.6
Disposals	(6.1)	(3.0)	(7.9)	(17.0)
Impairments	–	(5.8)	–	(5.8)
At 28 December 2024	–	152.2	198.9	351.1
Additions	–	17.0	9.3	26.3
Disposals	–	(3.1)	(3.9)	(7.0)
Reclassification of historical impairments	–	6.4	–	6.4
At 27 December 2025	–	172.5	204.3	376.8
Accumulated depreciation
At 30 December 2023	0.2	69.2	156.7	226.1
Charged in the period	0.1	12.6	9.6	22.3
Disposals	(0.3)	(2.6)	(7.7)	(10.6)
At 28 December 2024	–	79.2	158.6	237.8
Charged in the period	–	12.1	10.0	22.1
Disposals	–	(2.9)	(3.4)	(6.3)
Reclassification of historical impairments	–	6.4	–	6.4
Impairment	–	0.2	–	0.2
At 27 December 2025	–	95.0	165.2	260.2
Net book value
At 27 December 2025	–	77.5	39.1	116.6
At 28 December 2024	–	73.0	40.3	113.3

Historical impairments of property, plant and equipment have been reclassified from cost to accumulated

depreciation. The comparatives have not been restated as, in the Directors view, the impact was not material.

The impairment assessment during the period resulted in a £0.2m impairment charge being recognised (52

weeks ended 28 December 2024: £5.8m charge). Details of impairment testing are provided in note 15.

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Notes to the consolidated financial statements continued

14 Right-of-use assets

The Group leases many assets including land and buildings and vehicles. The weighted average remaining lease

term of all leases is 9.5 years (28 December 2024: 9.6 years). Information about leases for which the Group is a

lessee is presented below.

At 27 December 2025, the Group had no material leases committed to but not yet commenced (28 December

2024: nil). The Group does not enter into turnover rent agreements or have material variable payments. It holds

15 property leases which contain termination options and, given there is not an economic incentive to exercise

the option given the performance of the related stores, the extended period is included within our IFRS 16

calculations. The Group does not have any significant extension options in its lease agreements.

The modifications relate predominantly to increases in lease terms within the store portfolio.

Net carrying value	Land and	Plant and
(£m)	buildings	equipment	Total
At 30 December 2023	520.7	16.4	5 37.1
Additions	38.1	22.8	60.9
Modifications	53.0	–	53.0
Terminations	–	(0.8)	(0.8)
Depreciation	(67.6)	(9.1)	(76.7)
Impairments	(12.3)	–	(12.3)
Reversal of previous impairments	1.3	–	1.3
At 28 December 2024	533.2	29.3	562.5
Additions	12.3	5.3	17.6
Modifications	76.7	1.6	78.3
Terminations	(0.2)	–	(0.2)
Depreciation	(68.1)	(8.5)	(76.6)
Impairments	(1.7)	–	(1.7)
At 27 December 2025	552.2	27.7	579.9

	As at	As at
Lease liabilities	27 December	28 December
(£m)	2025	2024
Maturity analysis – contractual undiscounted cash flow
Less than one year	115.2	112.3
One to two years	110.2	111.1
Two to five years	278.2	285.4
Five to ten years	255.6	253.7
More than ten years	133.0	105.7
Total undiscounted lease liabilities	892.2	868.2
Lease liabilities included in the balance sheet
Current	84.3	80.4
Non-current	635.5	624.9
	719.8	705.3

	52 weeks ended	52 weeks ended
Amounts recognised in the income statement	28 December	28 December
(£m)	2025	2024
Interest expense on lease liabilities	31.1	30.1
Expenses related to short-term leases	–	0.3
Expenses related to low-value assets	1.1	0.8
Depreciation	76.6	76.7
Net impairment charge	1.7	15.7

The weighted average incremental borrowing rate applied to property leases is 4.3% (28 December 2024: 4.3%),

and for fleet leases is 7.4% (28 December 2024: 6.9%). Incremental borrowing rates for property leases are

calculated from Group debt costs modified for retail property yields across the UK. Incremental borrowing rates

for fleet leases are calculated from hire-purchase rates.

Sublet income

The Group leases space in some of its stores to third parties. Property rental income earned during the period in

respect of these properties is disclosed in note 6.

At the balance sheet date, the Group had contracts with lessees for the following undiscounted future minimum

lease payments:

	As at	As at
	27 December	28 December
(£m)	2025	2024
Within one year	2.1	3.4
One to five years	5.6	10.6
After five years	0.5	14.2
Total	8.2	28.2

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15 Impairment testing

Measuring recoverable amounts

For stores impairment testing purposes, the Group has determined that each store is a separate CGU. ‘Click and

collect’ sales and an allocation by store of delivered online sales are included in store cash flows to reflect the

contributions stores make to fulfilling such orders.

CGUs are reviewed for indicators of impairment at each reporting date. Where estate wide indicators are

identified (eg weakening macroeconomic environment), all stores are treated as having an indicator of

impairment.

In the absence of such estate wide indicators, stores are reviewed for specific impairment indicators. This

includes an assessment as to whether any stores are exposed to events that could have a permanent adverse

effect on their ability to trade, which includes, but is not limited to, catastrophic physical events including any

related to climate change, substantial changes in the use of asset or entry of a major competitor in the same

locality. In addition, a review of each store’s performance against its budget and year on year changes in the

Board-approved five-year plan are considered as part of the indicator review.

The Group’s goodwill is tested for impairment at each reporting date. Goodwill relates to the acquisition of two

tranches of stores formerly operating under the Focus brand in 2007 and 2011, and also the acquisition of a 51%

holding in Gas Fast Limited in 2024, now trading as Wickes Solar. For goodwill related to the acquired stores,

cash flows generated by the whole store portfolio are used to support the goodwill balance. The goodwill related

to the acquistion of Gas Fast Limited is tested against cash flows forecast to be generated from the Wickes

Solar operations. Both sets of cash flows are derived from the Board-approved-five-year plan.

In accordance with IFRS, the recoverable amount of an asset is the greater of its value in use and its fair value

less costs to sell. Recognising that a value in use approach will reflect the valuation premium arising from both

the Group’s store network and fulfilment model, as well as the significant investment made centrally to support

its key growth drivers, which should be excluded when calculating fair value, value in use has been used when

calculating recoverable amount in the current year.

The carrying value of CGUs for store impairment testing represents each store’s specific assets, the IFRS 16

right-of-use asset, plus an allocation of corporate assets (and related cash flows) where these assets can be

allocated on a reasonable basis. In the 52 weeks ended 27 December 2025, the method of allocating corporate

assets have been enhanced so that the amount allocated to each CGU takes the lease length of each CGU into

consideration. The total value of these assets attributable to stores is £670.1m (28 December 2024: £678.3m).

Key assumptions

The estimation of future cash flows is derived from the Board approved five-year plan, which is developed from

a variety of sources including store performance, competitor activity, and consumer and market outlook. The

key assumptions underpinning the value in use model include revenue growth and gross margin in the Board

approved five-year plan, and an allocation of a percentage of central costs.

The table below identified the key assumptions related to store impairment testing and goodwill related to

the acquisition of two tranches of stores.

	2025	2024
Pre-tax discount rate	13.8%	13.4%
Revenue growth rate	3.5%–3.7%	4%–7%
Gross margin	41%-43%	40%–46%
Central cost allocation	62.1%	61.2%

Management determined the values assigned to these financial assumptions as follows:

– Revenue growth rates and gross margin in the five-year plan period are after removing the impact of new

stores, refits, and significant cost saving programmes that are yet to be enacted at the period end, but include

the impact of all known ESG commitments and risks. These rates change each year based on both external

and internal factors.

– The pre-tax discount rate is derived from the Group’s weighted average cost of capital, which has been

calculated using the capital asset pricing model, the inputs of which include a UK risk-free rate, equity risk

premium, Group size premium and a risk adjustment (beta).

– Central costs are reviewed to identify amounts which are necessarily incurred to generate the CGU cash

flows. Costs are allocated by category using appropriate volumetrics. A proportion of stewardship costs are

allocated to CGUs, excluding those costs which are incurred solely due to the listed nature of the Group.

For goodwill related to the 51% acquisition of Wickes Solar, the key assumptions relate to a pre-tax discount rate

at 24.2% (28 December 2024: 23.15%), which is a derivation of the Group’s weighted average cost of capital, as

noted above, with a risk premium tailored to the size of the Wickes Solar business, revenue growth rate of 45%

(28 December 2024: 23% to 51%) and gross margin of 37% to 40% (28 December 2024: 41% to 45%).

Whilst the directors consider their assumptions to be realistic, including those for market changes, the

estimated future cash flows derived from the Board approved five-year plan require the achievement of

company specific growth initiatives. Should actual results be different from expectations, for instance due to

worsening of the UK economy, then it is possible that the value of non-current assets included in the balance

sheet could be impaired. Cash flows beyond five-year plan period (2031 and beyond) have been determind

using an appropriate long-term nominal growth rate, which is not considered to be a key assumption.

Impairment of goodwill

At 27 December 2025 the aggregated value in use of all store CGUs was in excess of the goodwill carrying

amount relating to the Focus acquisition. For goodwill related to Wickes Solar, the impairment review was

carried out using the assumptions and methodology disclosed in this note. No impairment has been recognised

with respect to goodwill.

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Notes to the consolidated financial statements continued

15 Impairment testing continued

Impairment of store related right-of-use assets and property, plant and equipment

The impairment assessment performed on indicated stores has identified 4 stores that are impaired resulting in

£1.9m (28 December 2024: £18.1m) of impairment charge, split as £1.7m (28 December 2024: £12.3m) relating

to right-of-use assets and £0.2m (28 December 2024: £5.8m) relating to property, plant and equipment. The

charge was due to performance not being in line with expectations for these stores. No impairment reversals

have been recognised (28 December 2024: £1.3m to right-of-use assets). The impairment charge is recognised

within selling costs.

Given the size and nature of the total store impairment charge, this is included within adjusting items as

disclosed in note 9.

The carrying amount of non-current assets attributable to the stores that have been impaired, after impairment,

is £14.0m (28 December 2024: £52.1m).

Impairment of sensitivities

It is possible that a materially different impairment would have been identified if the key assumptions were

changed in the value-in-use calculations for store impairment testing. The impact on the impairment

recognised for store impairment testing from reasonably possible changes in assumption, all other

assumptions remaining the same, are shown in the table below.

Assumption

(£m)	Decrease/(increase) in impairment
Store revenue increases/(decreases) by 2%	£1.1m - £(3.2)m
Gross margin increases/(decreases) by 1%	£1.4m - £(3.8)m
Percentage of central costs allocated decreases/(increases) by 10%	£0.7m - £(2.4)m
Discount rate decreases/(increases) by 100 basis points	£0.4m - £(1.8)m

For goodwill relating to Wickes Solar and also the acquisition of Focus stores, no reasonably possible changes

to assumptions would result in a change to the impariment outcome.

16 Deferred tax

The following are the major deferred tax assets and (liabilities) recognised by the Group and movements

thereon during the current and prior reporting periods.

			Capital	Share-based
	Tax losses	Provisions	Allowance	payments	Leases	Total
At 30 December 2023	–	1.5	(10.2)	2.5	29.2	23.0
(Charge)/credit to the Income
statement	(1.8)	0.2	0.8	0.1	6.4	5.7
Credit to equity	–	–	–	1.5	–	1.5
Prior period adjustment	1.7	(0.7)	1.7	(1.7)	(1.5)	(0.5)
Change in tax rates	0.1	–	0.1	(0.1)	–	0.1
At 28 December 2024	–	1.0	(7.6)	2.3	34.1	29.8
Credit/(charge) to the Income
statement	0.3	0.3	3.4	0.5	(1.0)	3.5
Charge to equity	–	–	–	(0.3)	–	(0.3)
Prior period adjustment	–	–	(3.6)	0.2	(3.5)	(6.9)
At 27 December 2025	0.3	1.3	(7.8)	2.7	29.6	26.1
Disclosed within non-current assets	0.3	1.3	(7.8)	2.7	29.6	26.1

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the

asset is realised or the liability settled, based on tax rates that have been enacted, or substantively enacted, at

the balance sheet date. The Group has separately calculated the tax rates applicable in respect of Adjusting

items for the period as well as the tax rate change as a result of the increase in the rate of UK corporation tax

effective from 1 April 2023 from 19% to 25%. The legislation enacting this rate increase was substantively

enacted on 24 May 2021.

As at 27 December 2025, the £29.6m deferred tax asset relating to leases comprises a £173.6m (28 December

2024: £172.3m) deferred tax asset for lease liabilities and a £144.0m (28 December 2024: £138.2m) deferred tax

liability for right of use assets. For the 52 weeks ended 27 December 2025, a £5.9m charge to the income

statement was recognised with respect to right-of-use assets (28 December 2024: £3.9m), partially offset by a

£4.9m credit with respect to lease liabilities (28 December 2024: £10.3m).

At 27 December 2025, the Group had unused capital losses of £37.6m (28 December 2024: £37.6m) available

for offset against future capital profits. No deferred tax asset has been recognised because it is unlikely that

future taxable capital gains will be available against which the Group can utilise the losses.

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17 Investments

As at 27 December 2025, these consolidated financial statements of the Group comprise the Company, Wickes

Group Plc, and the following subsidiaries which are all incorporated in the United Kingdom.

Incorporated in England and Wales and registered at
Vision House, 19 Colonial Way, Watford, WD24 4JL	Principal activity	% interest held	Class of share
Wickes Group Holdings Limited	Holding company	100%	Ordinary
Wickes Building Supplies Limited*	Home improvement retailer	100%	Ordinary
Gas Fast Limited*	Solar installations	51%	Ordinary
Wickes Finance Limited*	Dormant	100%	Ordinary
Wickes Holdings Limited*	Dormant	100%	Ordinary

* indirect shareholding

18 Inventories

	As at	As at
	27 December	28 December
(£m)	2025	2024
Inventories	199.4	192.9

Inventories consist of goods for resale. Inventories are stated after provisions for impairment of £3.1m

(2024: £3.7m) and includes a deduction to account for rebates earned on purchases and held in inventory at

year end of £10.3m (2024: £8.4m).

Cost of sales for the 52 weeks ended 27 December 2025 includes inventory recognised as an expense

amounting to £891.3m (52 weeks ended 28 December 2024: £844.4m).

	52 weeks ended	52 weeks ended
	27 December	28 December
	2025	2024
Movement in stock provisions
Opening provision	3.7	3.7
Provision utilisation	(11.8)	(11.9)
Provision increased	11.2	11.9
Closing provision	3.1	3.7

19 Trade and other receivables

	As at	As at
	27 December	28 December
(£m)	2025	2024
Trade receivables	31.7	31.1
Allowance for expected credit losses	(1.0)	(0.9)
	30.7	30.2
Other receivables	17.7	25.1
Prepayments and accrued income	15.3	15.3
Total current trade and other receivables	63.7	70.6

Trade receivables primarily represent amounts receivable following the delivery of goods purchased through

finance agreements or completion of a Design & Installation project installation and electronic payment

transactions with customers that were not received into the bank at the year end. Cash received from third

parties providing finance to the Group’s customers is recognised in the Cash Flow Statement as an operating

cash flow.

The ageing of trade receivables is shown below. A provision for expected credit losses has been recognised at

the reporting date through consideration of the ageing profile and the risk of non-recovery. The carrying amount

of trade receivables, net of expected credit losses, is considered to be an approximation to its fair value.

Trade receivables on financed sales are ordinarily settled by financing providers; the Group does not retain

consumer credit risk in respect of these sales. In a small number of cases, despite the Group having fulfilled its

obligations under the installation contract, there may be a technical delay in receiving final settlement from the

finance partner. The Group assesses whether these delays may result in amounts ultimately not being received

and establishes a credit loss accordingly. Credit risk on credit card transactions is retained by the card issuer.

The loss allowance for trade receivables was determined as follows:

					More than
Saturday 27 December 2025	Current	1-30 days	31-60 days	61-120 days	120 days	Total
Expected loss rate	3.2%	–	–	–	–	3.2%
Carrying amount of trade
receivables (£m)	31.6	0.1	–	–	–	31.7
Loss allowance (£m)	(1.0)	–	–	–	–	(1.0)

					More than
Saturday 28 December 2024	Current	1-30 days	31-60 days	61-120 days	120 days	Total
Expected loss rate	2.9%	–	–	–	–	2.9%
Carrying amount of trade
receivables (£m)	31.1	–	–	–	–	31.1
Loss allowance (£m)	(0.9)	–	–	–	–	(0.9)

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Notes to the consolidated financial statements continued

19 Trade and other receivables continued

The Group assesses expected credit losses associated with the trade receivable on a forward looking basis by

considering actual credit loss experience and whether there has been a significant increase in credit risk.

The movement in the allowance for impairment in respect of trade receivables during the period was as follows:

	As at	As at
	27 December	28 December
(£m)	2025	2024
At the beginning of the period	0.9	1.0
Provided in the period	0.5	0.4
Released during the period	(0.4)	(0.5)
At the end of the period	1.0	0.9

Trade receivables are written off when there is no longer a reasonable expectation of recovery. This is primarily

where settlement is not received from the finance partners and an alternative payment plan cannot be agreed

with the customer directly, or where a payment plan exists and the customer has failed to make contractual

payments for a period greater than one year past due.

When assessing credit losses, trade receivables are grouped according to shared characteristics (payor/payor

type) and the days past due. Given the primary settlors of trade receivables are consumer credit providers that

have stable credit ratings, the Group has concluded that historical debt performance of the portfolio during the

last three reporting periods provides a reasonable approximation of the future expected loss rates for each

payor age category.

Other receivables primarily represent amounts due from suppliers to the Group for rebates of £15.7m

(28 December 2024: £23.7m). These amounts are recorded as other receivables unless a legally binding

arrangement exists and management intends to settle on a net basis, in which case they are offset against

trade payables.

20 Cash and cash equivalents

	As at	As at
	27 December	28 December
(£m)	2025	2024
Cash at Bank	4.0	4.4
Short-term deposits	87.7	81.9
	91.7	86.3

Cash and cash equivalents comprise cash balances, short-term deposits and other short term highly liquid

investments (including money market funds) with maturities not exceeding three months from the date of

acquisition placed with investment grade counterparties which are subject to an insignificant risk of change

in value.

21 Capital and reserves

	10 pence ordinary shares
The Group and Company	Shares	£m
Authorised, issued and fully paid
At 30 December 2023	252,125,375	25.2
Shares cancelled	(10,059,076)	(1.0)
At 30 December 2024	242,066,299	24.2
Shares cancelled	(9,320,789)	(0.9)
At 27 December 2025	232,745,510	23.3

The Group and Company have 232,745,510 allotted and fully paid ordinary shares of 10 pence each. There is a

single class of ordinary shares and all shares rank equally with regard to the Company’s residual asset. The

holders of ordinary shares are entitled to receive dividends as declared and are entitled to one vote per share at

meetings of the Company.

No shares were issued during the current financial year in relation to share options.

During the 52 weeks ended 27 December 2025, 9.3 million (52 weeks ended 28 December 2024: 10.1 million)

shares were purchased from the market and also cancelled, as part of the share buyback programme. The total

consideration of £20.1m (52 weeks ended 28 December 2024: £15.1m) was charged to retained earnings

including £0.1m for stamp duty and commission (52 weeks ended 28 December 2024: £0.1m). The aggregate

nominal value of shares cancelled and transferred to the capital redemption reserve was £0.9m (52 weeks

ended 28 December 2024: £1.0m).

EBT share reserves

The Wickes Employee Benefit Trust and Equiniti Share Plan Trustees Limited (together “the Trusts”) have been

put in place to further the interests of the Company by benefiting employees of the Group. The Trusts are

treated as an extension of the Group and the Company.

Where the Trusts purchase the Company’s equity share capital the consideration paid, including any directly

attributable incremental costs, is deducted from equity attributable to the Company’s equity holders until the

shares are cancelled or reissued. As at 27 December 2025, 7,703,835 shares (28 December 2024: 4,778,750

shares) were held by the Trusts in relation to the Company’s share plans. The Trusts’ share reserves balance as

at 27 December 2025 was £13.7m (28 December 2024: £0.5m). During the 52 weeks ended 27 December 2025,

share purchases of £18.1m were made (52 weeks ended 28 December 2024: £nil), partially offset by cash

received from employees for exercises of SAYE schemes of £5.6m (52 weeks ended 28 December 2024: £nil)

	As at	As at
	27 December	28 December
(number of shares)	2025	2024
At the beginning of the period	4,778,750	5,918,098
Own shares purchased for share schemes	9,708,712	–
Shares released to participants	(6,783,627)	(1,139,348)
At the end of the period	7,703,835	4,778,750

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21 Capital and reserves continued

Other reserves

The Other reserves balance as at 27 December 2025 of £785.7m (28 December 2024: £785.7m) was created on

the acquisition in March 2020 by Wickes Group Plc of Wickes Group Holdings Limited and by Wickes Group

Holdings Limited of Wickes Building Supplies Limited and Wickes Finance Limited, via share for share

exchanges, and represents the difference between the carrying value of the assets and liabilities of the acquired

companies and the nominal value and premium of the shares issued.

22 Borrowings

Bank borrowings

In March 2024, the Group completed an “Amend and Extend” of its revolving credit facility (RCF), extending the

maturity to March 2028 with an option for a further year. In the period ended 27 December 2025, a further one

year extension was obtained, extending the expiry date to March 2029.

The group does not have an overdraft facility as at 27 December 2025 (28 December 2024: no facility).

At the period end, the Group had the following borrowing facility available:

	As at	As at
	27 December	28 December
(£m)	2025	2024
Undrawn facilities:
Committed revolving credit facility (expires March 2029)	80.0	80.0
	80.0	80.0

Lease liabilities

Obligations under finance leases

The Group has entered into lease agreements in respect of retail stores, warehouses, vehicles and office

equipment. The leases are secured on floating charges over both the present and future assets of material

subsidiaries in the Group. Leases, with a present value liability of £719.8m (28 December 2024: £705.3m), expire

in various years to 2046 and carry an average incremental borrowing rate of 4.4% (28 December 2024: 4.4%).

Rent in respect of retail stores leases are reviewed by the landlord periodically, subject to assorted floors and

caps. Except for these reviews, cash flows and charges are expected to remain in line with the current period.

The discount rates used are calculated at inception of the lease on a lease by lease basis, and are based on

estimates of incremental borrowing rates.

Changes in lease liabilities arising from financing activities are detailed in note 23.

In the period, the Group recognised charges of £1.1m (28 December 2024: £1.1m) of lease expenses relating to

short term and low value leases for which the exemption under IFRS 16 has been taken.

See note 14 for more detail on the depreciation of the Right-of-use (ROU) assets and note 7 for more detail on

the interest expense relating to leases.

23 Movement in lease liability net debt

	Cash and cash
(£m)	equivalents	Lease liability	Total
At 30 December 2023	97.5	(675.8)	(578.3)
Decrease in cash and cash equivalents	(11.2)	–	(11.2)
Repayment of lease liabilities	–	114.4	114.4
Discount unwind on lease liability	–	(30.1)	(30.1)
Lease additions	–	(60.7)	(60.7)
Lease modifications	–	(53.0)	(53.0)
Lease incentives received	–	(0.9)	(0.9)
Lease terminations	–	0.8	0.8
At 28 December 2024	86.3	(705.3)	(619.0)
Increase in cash and cash equivalents	5.4	–	5.4
Repayment of lease liabilities	–	114.0	114.0
Discount unwind on lease liability	–	(31.1)	(31.1)
Lease additions	–	(17.6)	(17.6)
Lease modifications	–	(78.3)	(78.3)
Lease incentives received	–	(1.9)	(1.9)
Lease terminations	–	0.4	0.4
At 27 December 2025	91.7	(719.8)	(628.1)

	As at	As at
Balances	27 December	28 December
(£m)	2025	2024
Cash and cash equivalents	91.7	86.3
Current lease liabilities	(84.3)	(80.4)
Non-current lease liabilities	(635.5)	(624.9)
Lease liability net debt	(628.1)	(619.0)

Of the movements in the lease liability balance above, only the repayment of lease liabilities and lease incentives

received are cash-impacting.

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Notes to the consolidated financial statements continued

24 Provisions

(£m)	Property	Warranty	Insurance	Total
At 30 December 2023	3.8	3.3	5.5	12.6
Charge to income statement	0.2	3.5	1.2	4.9
Utilisation	(2.1)	(2.5)	(1.8)	(6.4)
At 28 December 2024	1.9	4.3	4.9	11.1
Charge to income statement	0.5	3.0	1.0	4.5
Utilisation	–	(2.6)	(1.8)	(4.4)
At 27 December 2025	2.4	4.7	4.1	11.2

	As at	As at
	27 December	28 December
(£m)	2025	2024
Current	9.4	9.7
Non-current	1.8	1.4
	11.2	11.1

Property provisions primarily arise where there is an expectation that a store will close and where there is an

obligation to fulfil rate, insurance and dilapidation payments under the lease contract, or if there is other

evidence that enables a dilapidation provision to be reliably estimated. The provision will be revised in future

periods should the lease be terminated early or a subtenant found.

The Group provides a guarantee on showroom kitchen cabinets, doors, drawer fronts and showroom bathroom

products. The Group provides for future estimated costs of providing this guarantee on kitchens and bathrooms

that have been previously sold. The provision includes future costs for installation workmanship as well as

product cost.

The insurance claims provision represents management’s best estimate of the value of outstanding claims

against the Group, using an expected value approach in line with IAS 37. There are no individually material

claims and the potential settlement dates and amounts vary widely based on the portfolio of insurance claims

provided for. The Group has no material self insured claims.

All provisions as at 27 December 2025 other than £1.8m of property provisions (28 December 2024: £1.4m of

property provisions) are considered to be current and expected to be utilised within the next twelve months.

25 Trade and other payables

	As at	As at
	27 December	28 December
(£m)	2025	2024
Trade payables	125.9	120.7
Social security and other taxes	17.7	16.9
Other payables	21.7	17.3
Deferred income	33.8	26.2
Accrued expenses	38.4	31.5
Trade and other payables	237.5	212.6

The trade payables balance includes a deduction for amounts due from suppliers to the Group for associated

rebates of £19.7m (28 December 2024: £8.7m) when there is a legally binding arrangement in place and it is

management’s intention to settle net.

The deferred income balance represents amounts received directly from customers for goods and services

where the Group has not fulfilled its performance obligations, including upfront deposits received. Under the

terms of the relevant contracts, sales made where third parties have provided finance to the customer (not

including the upfront deposit) do not give rise to deferred income. Of the total deferred income balance, £30.8m

(28 December 2024: £22.6m) related to Design & Installation deferred income.

Revenue of £45.2m was recognised in the 52 weeks ended 27 December 2025 which related to amounts

included in deferred income and other receivables balances (note 19) at the beginning of the period (52 weeks

ended 28 December 2024: £54.4m). Of this revenue, £22.3m related to the deferred income balance at the

beginning of the period (52 weeks ended 28 December 2024: £32.0m).

26 Dividends

	As at	As at
	27 December	28 December
(£m)	2025	2024
Amounts recognised in the financial statements as distributions to equity
shareholders are shown below:
– final dividend for the 52 weeks ended 28 December 2024 of 7.3 pence (52
weeks ended 30 December 2023: 7.3 pence)	16.7	17.6
– interim dividend for the 52 weeks ended 27 December 2025 of 3.6 pence (52
weeks ended 28 December 2024: 3.6 pence)	8.1	8.5
Total dividend	24.8	26.1

A final dividend of 7 .3p is proposed in respect of the 52 weeks ending 27 December 2025. It will be paid on

5 June 2026 to shareholders on the register at the close of business on 24 April 2026 (the Record Date). The

shares will be quoted ex-dividend on 23 April 2026.

Shareholders may elect to reinvest their dividend in the Dividend Reinvestment Plan (DRIP). The last date for

receipt of DRIP elections and revocations will be 14 May 2026.

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27 Share-based payments

The Group operates a number of share-based payment schemes for Executive Directors and other employees,

all of which are classified as equity settled. The Group has no legal or constructive obligation to repurchase or

settle any of the options in cash.

The total cost in respect of LTIPs, Transition Awards, SAYE and Free Shares recognised in the income statement

was £5.6m in the period ended 27 December 2025 (period ended 28 December 2024: £4.0m). Of this charge,

£4.4m (period ended 28 December 2024: £3.6m), which is the amount net of Employer’s National Insurance, is

credited to equity. Employer’s National Insurance (including Apprenticeship Levy) is being accrued on the

balance sheet, where applicable, at the rate of 15.5%, which management expects to be the prevailing rate at the

time the options are exercised, based on the share price at the reporting date. The total National Insurance

charge for the period was £1.2m (period ended 28 December 2024: £0.4m).

The total cost between each of the relevant schemes, together with the number of options outstanding are

shown below:

	52 weeks ended	52 weeks ended
	27 December	28 December
Charge (£m)	2025	2024
Long Term Incentive Plan	4.7	2.8
Save As You Earn (SAYE)	0.8	0.9
Free Shares	0.1	0.3
	5.6	4.0

	As at	As at
	27 December	28 December
Number of options and free shares (thousands)	2025	2024
Long Term Incentive Plan	9,343	8,254
Save As You Earn (SAYE)	8,811	11,080
Free Shares	411	348
	18,565	19,682

A summary of the main features of the schemes are detailed below:

	Scheme	Grant	Vesting	Number of	Vesting		Scheme
Scheme	name	date	date	options granted	criteria	Eligibility	type
	RSP	31/03/2023	31/03/2025	827,045	A
		31/03/2023	31/03/2024	711,237	performance
					underpin
	LTIP 25	30/09/2025	30/09/2028	79,070
		28/03/2025	27/03/2028	3,013,687	EPS (60%),
	LTIP 24	30/09/2024	30/09/2027	23,902	TSR (30%)
		27/03/2024	27/03/2027	3,366,432	& ESG (10%)	Executive
Long Term					targets	Directors,
Incentive	LTIP 23	25/09/2023	25/09/2026	29,735		designated
Plan (LTIP)						senior	Nil-cost
		31/03/2023	31/03/2026	3,448,605		managers	options
	LTIP 22	28/09/2022	28/09/2025	666,396	EPS (70%)
		31/03/2022	31/03/2025	1,998,542	& TSR (30%)
					targets
	LTIP 21	28/09/2021	28/09/2024	1,795,194
	Replacement	28/03/2025	24/06/2025	246,163	n/a
	Awards		& 03/07/2026
			& 07/07/2027
	Buyout	28/09/2022	09/09/2023	148,114	n/a	CFO
	Award		& 25/03/2024
	SAYE 25	14/10/2025	14/10/2028	4,708,175
Save As	SAYE 24	15/10/2024	15/10/2027	2,243,974	Continued	All	SAYE
You Earn	SAYE 23	17/10/2023	17/10/2026	2,543,884	saving for	Employees	options
(SAYE)					3 years
	SAYE 22	18/10/2022	18/10/2025	9,475,353
	SAYE 21	19/10/2021	19/10/2024	5,433,646
Free Shares		28/06/2021	28/06/2024	881,940	n/a	All	Nil-cost
						Employees	shares

In addition to the scheme specific vesting criteria detailed above, for each scheme vesting is ordinarily

dependent on the continued employment of recipients. Further features of the individual schemes are

detailed below:

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Notes to the consolidated financial statements continued

27 Share-based payments continued

Long Term Incentive Plan

The Long Term Incentive Plan (LTIP) 21, LTIP 22, LTIP 23, LTIP 24 and LTIP 25 awards are made at the discretion

of the Remuneration Committee, with vesting subject to market and non-market performance criteria

measured over a period of three years. The criteria are set by the Remuneration Committee, and are aligned

with the long-term strategic objectives of the Group and shareholder value creation.

The Buy-out award is in respect of an award granted to Mark George on his appointment as CFO, following

the decisions to buy-out some of the incentive awards forfeited by him from his previous employer,

The Gym Group Plc.

Replacement awards are one-off awards to new members of Executive Directors or designated senior

managers. These awards were granted as compensation for the forfeiture of incentive awards from previous

employers upon joining the Group. These awards vest on specific vesting dates that mirror the original timelines

of the forfeited awards, subject to continued service.

The Group granted RSP options with the intention of replacing the majority of the existing LTIP 21 and LTIP 22

awards.

The charge in the period for LTIP includes an accrual of £0.8m (period ended 28 December 2024: £0.7m) for the

Group’s Deferred Annual Bonus plan in respect of the bonus payable in shares for the period ended

27 December 2025.

Save As You Earn

The Save As You Earn (SAYE) scheme is open to all Wickes Group employees. A maximum monthly

contribution of £500 is permitted under the option scheme. Upon vesting, the options will remain exercisable for

6 months.

Free Shares

Free Shares are free Wickes Shares which were allocated to all full-time and part-time employees at demerger

and had a market value of £300 or £150 respectively.

Fair value of options

The Black-Scholes option-pricing model is used to calculate the fair value of the options and the amount to be

expensed. Judgements including the probability of the performance conditions being achieved, the number of

employees who may leave the Group or the scheme, and dividend yields, are included in the fair value

calculations.

The following information is relevant to the determination of the fair value of the awards granted under the

schemes for the 52 weeks ended 27 December 2025 and the 52 weeks ended 28 December 2024. The

information is expressed as weighted averages where relevant:

		52 weeks ended 27 December 2025
	LTIP (nil cost
The Group and Company:	options)	SAYE
Share price at grant date (pence)	175.7	219.0
Option exercise price (pence)	–	160.0
Option life (years)	2.8	3.0
Expected dividends as a dividend yield (%)	n/a	3.6%
Risk free interest rate (%)	n/a	3.8%
Volatility (%)	n/a	31.1%

		52 weeks ended 28 December 2024
	LTIP (nil cost
The Group and Company:	options)	SAYE
Share price at grant date (pence)	150.4	163.6
Option exercise price (pence)	–	140.0
Option life (years)	2.3	3.0
Expected dividends as a dividend yield (%)	n/a	7.2%
Risk free interest rate (%)	n/a	3.9%
Volatility (%)	n/a	31.0%

As the LTIP awards have a nil exercise price the risk free rate of return, the dividend yield and the volatility do not

have any effect on the estimated fair value.

If the LTIP options remain unexercised after a period of 10 years from the date of grant, these options expire.

SAYE options expire 3½ years after the date of grant.

The risk-free interest rate of return is the yield on zero-coupon UK Government bonds on a term consistent with

the vesting period. Dividends used are based on actual dividends where data is known and future dividends

using the Group’s five-year plan.

Volatility is based on historic share prices over the period since the demerger date, when Wickes Group Plc

joined the London Stock Exchange. Option life used in the model has been based on the option vesting period.

150

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27 Share-based payments continued

Income statement charge, shares granted and outstanding at the end of the period

A description of the share schemes operated by the Group is contained in the remuneration report on pages

102 to 113. The number of share options granted and the estimated fair values of the shares under option

granted under the Group’s share schemes in both 2025 and 2024 are shown below:

				Fair value for the
		Exercise price	Share options	Group
Grant date – scheme	Expiry date	(pence)	(thousands)	(£m)
14/10/2025– Save As You Earn plan	14/04/2029	160.0	4,708	2.2
30/09/2025 – Long Term Incentive Plan	30/09/2035	–	79	0.1
28/03/2025 – Long Term Incentive Plan	27/03/2035	–	3,014	2.6
28/03/2025 – Long Term Incentive Plan Buy-Out	28/03/2035	–	246	0.4
15/10/2024 – Save As you Earn Plan	15/04/2028	140.0	2,244	0.3
30/09/2024 – Long Term Incentive Plan	30/09/2034	–	24	–
27/03/2024 – Long Term Incentive Plan	27/03/2034	–	3,366	2.5

The aggregate number of share awards outstanding for the Group and their weighted average exercise price is

shown below:

			52 weeks ended 27 December 2025			52 weeks ended 28 December 2024
	Weighted			Weighted
	average		Number of	average		Number of
	exercise	Number of	nil price	exercise	Number of	nil price
	price	options	options	price	options	options
	(pence)	(thousands)	(thousands)	(pence)	(thousands)	(thousands)
Outstanding at the beginning
of the period	67	11,080	8,602	70	10,769	6,948
Granted during the period	94	4,708	3,339	56	2,244	3,390
Exercised during the period	89	(5,355)	(817)	9	(99)	(967)
Forfeited during the period	48	(255)	(366)	104	(1,834)	(320)
Cancelled during the period	94	(1,367)	(1,004)	–	–	(449)
Outstanding at the end of the period	67	8,811	9,754	67	11,080	8,602
Exercisable at the end of the period	104	951	411	–	708	348

Details of the share options outstanding at 27 December 2025 are shown below:

		52 weeks ended		52 weeks ended
	27 December 2025			28 December 2024
	SAYE and			SAYE and
	LTIP	Free Shares	LTIP	Free Shares
Range of exercise price (pence)	–	nil–160	–	nil–196
Weighted average exercise price (pence)	–	138	–	115
Number of shares (thousands)	9,343	9,109	8,254	11,428
Weighted average expected remaining life (years)	1.3	1.9	1.5	1.3
Weighted average contractual remaining life (years)	8.3	2.4	8.6	1.7

28 Commitments

Consignment stock

At 27 December 2025, the Group held consignment stock on sale or return of £7.2m (28 December 2024:

£5.6m). The Group is only required to pay for the goods it chooses to sell and therefore this stock is not

recognised as an asset.

Capital commitments

Capital commitments comprise amounts payable under capital contracts which are duly authorised and in

progress at the consolidated balance sheet date. They include the full cost of goods and services to be provided

under the contracts through to completion.

Capital commitments at the end of the period are shown below:

	As at	As at
	27 December	30 December
(£m)	2025	2024
Committed to but not provided for in the accounts	9.0	9.3

Included in the £9.0m commitment as at 27 December 2025 is £0.5m of capital commitments contractually

agreed with external parties (28 December 2024: £0.5m). The Group has rights within its contracts to terminate

at short notice and, therefore, cancellation payments are minimal.

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Notes to the consolidated financial statements continued

29 Financial instruments

The carrying value of categories of financial instruments

		As at	As at
		27 December	28 December
(£m)	Note	2025	2024
Financial assets:
Cash and cash equivalents	20	91.7	86.3
Trade and other receivables at amortised cost	19	48.4	55.3
		140.1	141.6
Financial Liabilities
Trade and other payables at amortised cost	25	147.6	138.1
Lease liabilities	23	719.8	705.3
		867.4	843.4

Credit risk and impairment

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to

meet its contractual obligations, and arises principally from the Group’s receivables from customers and

financing institutions.

Trade and other receivables

The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The

Group’s exposure to credit risk from trade receivables is considered to be low because of the nature of its

customers and policies. The carrying amount of financial assets recorded in the financial statements, which is

net of impairment losses, represents the Group’s maximum exposure to credit risk.

Amounts due are mainly financed by large reputable financing institutions, which have high credit worthiness.

Where the group is exposed to potential credit loss an impairment allowance is made for individual exposures

as well as for an Expected Credit Loss (ECL) component established using rates reflecting historic information

for payor groups, and forward looking information. The total provision as at 27 December 2025 is £1.0m

(28 December 2024: £0.9m).

Trade and other receivables exclude prepayments and accrued income of £15.3m (28 December 2024: £15.3m).

Trade and other payables

Trade and other payables excludes taxation, social security, accruals and deferred income amounts totalling

£89.9m (28 December 2024: £74.6m).

Fair value of financial instruments

Financial assets/liabilities designated at fair value through profit and loss comprise foreign currency forward

contracts, where the fair value of the contracts is measured by comparing the contract value using quoted

forward exchange rates with the value using the exchange rates prevailing at the period end, and a call option for

the remaining 49% holding in Gas Fast Limited where the fair value is measured by comparing the enterprise

value of the business to the cost of exercising the option.

The following table provides an analysis of financial instruments that are measured subsequent to initial

recognition at fair value, grouped into levels 1 to 3 based on the degree to which the fair value is observable:

– Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for

identical assets or liabilities

– Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level

1 that are observable for the asset or liability either directly (i.e. as prices) or indirectly (i.e. derived from prices)

– Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset

or liability that are not based on observable market data (unobservable inputs)

There were no transfers between levels during the period. There are no non-recurring fair value measurements.

The Group held financial instruments measured at fair value as shown in the table below:

	As at	As at
	27 December	28 December
(£m)	2025	2024
Included in assets
Level 2
Foreign currency forward contracts at fair value through profit and loss	–	0.9
Level 3
Call option at fair value through profit and loss	3.0	–
Included in liabilities
Level 2
Foreign currency forward contracts at fair value through profit and loss	(1.3)	–
	1.7	0.9

Market risk

Market risk is the risk that changes in market prices, such as interest rates, will affect the Group’s income or the

value of its holdings of financial instruments. The objective of market risk management is to manage and

control market risk exposures within acceptable parameters, while optimising the return on risk.

Interest rate risk

The Group is exposed to interest rate risk arising from fluctuations in market rates. This affects future cash

flows from money market investments and the cost of variable rate borrowings such as the Revolving Credit

Facility which is currently undrawn. The Group did not have any loans or overdrafts facility during the 52 weeks

ended 27 December 2025 (52 weeks ended 28 December 2024: none).

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29 Financial instruments continued

Currency forward contracts

The Group acquires goods for sale from overseas, which when not denominated in sterling are paid for

principally in US dollars and Euros. The Group has entered into forward foreign exchange contracts (all of which

are less than eighteen months in duration) to buy US dollars and Euros to manage the exchange rate risk arising

from these anticipated future purchases. At the balance sheet date the total notional value of contracts to which

the Group was committed was US$58.6m and EUR 7.9m (28 December 2024: US$64.3m and EUR nil). The fair

value of these derivatives was a £nil asset and a £1.3m liability (28 December 2024: £0.9m asset and a £nil

liability). These contracts are not designated as cash flow hedges, however given fair value accounting for these

forward contracts does not reflect the intended economic outcome (i.e. to provide a level of certainty over future

foreign currency purchases), the net unrealised gains and losses on remeasurement of the contracts are treated

as adjusting items in the Group’s adjusted profit measures (see notes 2 and 9 for further detail).

Call option

The fair value of the call option over the non-controlling interest in Gast Fast Limited is determined using

valuation techniques because it is not traded in an active market. The Group uses its judgement to select an

appropriate valuation method and makes assumptions that are mainly based on market conditions existing at

the end of each reporting period.The valuation requires the estimation of numerous unobservable inputs,

primarily future financial performance of the entity (revenue growth ranging from 15% to 45%), adjustments for

the reduced marketability of a non-controlling interest (ranging from 10% to 17.5%) and an appropriate discount

rate to be applied (pre-tax WACC of 24.2%). It is not expected for reasonably possible changes in these

assumptions to materially affect the reported fair value. During the 52 weeks ended 27 December 2025, a total

gain of £3.0m (28 December 2024: £nil) was recognised in finance income and as a non-current asset.

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The

Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity

to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable

losses or risking damage to the Group’s reputation.

Liquidity analysis

The following table details the Group’s liquidity analysis for its other financial liabilities. The Group’s contractual

maturities, as at the balance sheet date, of financial liabilities are as follows:

				Maturity analysis
					Between one
		Carrying	Contractual	Within one	and five	More than
(£m)	Note	amount	cash flows	year	years	five years
At 27 December 2025
Trade and other payables
at amortised cost	25	147.6	147.6	147.6	–	–
Lease liabilities	14	719.8	892.2	115.2	388.4	388.6
		867.4	1,039.8	262.8	388.4	388.6

				Maturity analysis
					Between
		Carrying	Contractual	Within one	one and five	More than
(£m)	Note	amount	cash flows	year	years	five years
At 28 December 2024
Trade and other payables
at amortised cost	25	138.1	138.1	138.1	–	–
Lease liabilities	14	705.3	868.2	112.3	396.5	359.4
		843.4	1,006.3	250.4	396.5	359.4

30 Related party transactions

Key management personnel

Key management personnel are those persons having authority and responsibility for planning, directing and

controlling the activities of the Group, directly or indirectly. This is the Board, as identified on pages 76 to 77.

Key management compensation

	52 weeks ended	52 weeks ended
	27 December	28 December
(£m)	2025	2024
Salaries and other short-term employee benefits	2.4	2.2
Post-employment benefits	0.1	0.1
Share-based payments	1.5	1.0
	4.0	3.3

The Group has a related party relationship with its subsidiaries and with its Directors. There have been no

related party transactions with Directors other than in respect of remuneration.

31 Events after the reporting period

Following the successful completion of the 2025 share buyback programme under which the Group purchased

and cancelled £20m of its shares, the Group has approved a new £10m share buyback programme for 2026.

32 Alternative Performance Measures

Stock turn

Stock turn is defined as the cost of goods sold divided by the average of year start and year end inventory. It is a

measure of how effective we are in converting our stock into sales.

Stock turn is calculated as follows:

	27 December	28 December
(£m)	2025	2024
Cost of goods sold	891.3	844.4
Opening stock	192.9	195.5
Closing stock	199.4	192.9
Average stock	196.2	194.2
Cost of goods sold divided by average stock	4.5	4.3

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Notes to the consolidated financial statements continued

32 Alternative Performance Measures continued

Like-for-like sales

The use of like-for-like (LFL) sales and why they are useful is discussed in detail in note 5. Additionally, further

LFL calculations, which are useful for the same reason, are calculated as follows:

Like-for-like sales – Retail and Design & Installation

Like-for-like sales are further broken down into Retail and Design & Installation related sales to enable further

visibility of the relative performance of the two areas.

	52 weeks ended
Like-for-like sales – Retail	27 December
(£m)	2025
Revenue	1,208.9
Network change	(11.6)
Revenue (like-for-like basis)	1,197.3
Prior period revenue	1,135.2
Prior period network change	(3.0)
Prior period revenue (like-for-like basis)	1,132.2
Increase arising on a like-for-like basis	65.1
Like-for-like revenue (%)	5.7%

	52 weeks ended
Like-for-like sales – Design & Installation	27 December
(£m)	2025
Revenue	427.3
Network change	(8.6)
Revenue generated by business acquired in the period	(5.4)
Revenue (like-for-like basis)	413.3
Prior period revenue	409.3
Prior period network change	(5.6)
Prior period revenue generated by acquired business	(0.4)
Prior period revenue (like-for-like basis)	403.3
Increase arising on a like-for-like basis	10.0
Like-for-like revenue (%)	2.5%

Free cash flow

The use of free cash flow and why it is useful is discussed on page 22. It is calculated as follows:

	27 December	28 December
(£m)	2025	2024
Cash generated from operations	206.1	170.6
Add back cash impact of adjusting items	–	4.9
Adjusted cash inflow from operating activities	206.1	175.5
Less: payment of principal of lease liabilities, net of lease incentives received	(81.0)	(83.4)
Less: interest on lease liabilities	(31.1)	(30.1)
Less: purchases of property, plant and equipment, and development costs of computer software	(25.2)	(26.1)
Less: income taxes paid	(12.2)	(8.6)
Add: proceeds on disposal of property, plant and equipment	–	6.3
Less: sale and leaseback transaction	–	(7.4)
Add: interest received	7.3	7.4
Less: interest paid	(1.1)	(1.4)
Free cash flow	62.8	32.2

IFRS 16 net debt leverage

IFRS 16 net debt leverage is the ratio of our net debt balance to our adjusted EBITDA (as calculated above). This

enables us to assess whether the profit we generate will be sufficient to pay our debt obligations.

	As at	As at
	27 December	28 December
(£m)	2025	2024
Adjusted operating profit	74.8	67.4
Add back depreciation of property, plant and equipment	22.1	22.3
Add back depreciation of right-of-use assets	76.6	76.7
Add back amortisation	6.0	6.6
Adjusted EBITDA	179.5	173.0

	27 December	28 December
(£m)	2025	2024
Net debt	628.1	619.0
Adjusted EBITDA	179.5	173.0
Leverage ratio	3.5	3.6

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Company Balance Sheet

(£m) Notes

As at

27 December

2025

As at

28 December

2024

Assets

Non-current assets

Investment C6 560.0 556.8

Total non-current assets 560.0 556.8

Current assets

Other receivables C8 – –

Total current assets – –

Total assets 560.0 556.8

Equity and Liabilities

Capital and reserves

Issued share capital 21 23.3 24.2

Capital redemption reserve 2.7 1.8

EBT share reserve 21 (13.7) (0.5)

Retained earnings 534.8 530.7

Total equity 547.1 556.2

Current liabilities

Other payables C8 12.9 0.6

Total current liabilities 12.9 0.6

Total liabilities 12.9 0.6

Total equity and liabilities 560.0 556.8

The profit attributable to the owners of the Company for the period ended 27 December 2025 was £4 3.9m (28 December 2024: loss of £24.6m).

The company’s financial statements of Wickes Group Plc, registered number 12189061, were approved by the Board of Directors on 16 March 2026 and signed on its behalf by:

David Wood Mark George

Chief Executive Officer Chief Financial Officer

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Company Statement of Changes in Equity

(£m)

Issued share

capital

Capital

redemption

reserve

EBT share

reserve

Retained

earnings

Total

equity

At 30 December 2023 25.2 0.8 (0.7) 593.2 618.5

Loss for the period and other comprehensive income – – – (24.6) (24.6)

Dividends paid – – – (26.1) (26.1)

Share buyback and cancellation (1.0) 1.0 – (15.1) (15.1)

Purchase of own shares – – – – –

Equity-settled share-based payments – – 0.2 3.3 3.5

At 28 December 2024 24.2 1.8 (0.5) 530.7 556.2

Profit for the period and other comprehensive income – – – 43.9 43.9

Dividends paid – – – (24.8) (24.8)

Share buyback and cancellation (0.9) 0.9 – (20.1) (20.1)

Purchase of own shares – – (18.1) – (18.1)

Equity-settled share-based payments – – 4.9 5.1 10.0

At 27 December 2025 23.3 2.7 (13.7) 534.8 547.1

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This section contains the notes to the Company financial statements. The issued share capital and EBT

share reserves are consistent with the Wickes Group Plc Group.

C1 Basis of preparation

The financial statements have been prepared in accordance with Financial Reporting Standard 102 (“FRS 102”)

in conformity with the Companies Act 2006 and on an historical cost basis. The financial statements are

presented in pounds sterling and all values are rounded to the nearest million pounds £0.1m, except when

otherwise indicated.

See note 1 for general information about the Company.

The Company has used the exemption granted under s408 of the Companies Act 2006 that allows for the

non-disclosure of the income statement of the Parent Company.

As the consolidated financial statements of the Group headed by the Company are prepared in accordance with

International Financial Reporting Standards as adopted by the UK and include the disclosures equivalent to

those required by FRS 102, the Company has also taken the exemptions available in respect of the following

disclosures:

– Cash Flow Statement and related notes

– Key Management Personnel compensation

– Certain disclosures required by FRS 102.26 Share Based Payments

– Certain disclosures required by FRS 102.11 Basic Financial Instruments in respect of financial instruments

not falling within the fair value accounting rules of Paragraph 36(4) of Schedule 1

The Company did not have items to be reported as other comprehensive income; therefore, no statement of

comprehensive income was prepared.

C2 Significant accounting policies in this section

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual

provisions of the instrument. Financial liabilities and equity instruments are classified according to the

substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a

residual interest in the assets of the Company after deducting all of its liabilities.

Investment in subsidiaries

The Company’s investments in subsidiaries are carried at cost less provisions resulting from impairment.

Investments are assessed for indicators of impairment at each balance sheet date. If there is objective evidence

of impairment, an impairment loss is recognised in operating profit in the profit or loss as a charge to

administrative expenses.

In testing for impairment, the carrying value of the investment is compared to its recoverable amount, being its

value-in-use.

Where indicators exist for a decrease in a previously recognised impairment loss, the prior impairment loss is

tested to determine whether a reversal is required. An impairment loss is reversed on an individual impaired

asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the

carrying value had no impairment been recognised.

Share-based payments

The financial effect of awards by the Company of options over its equity shares to employees of subsidiary

undertakings is recognised by the Company in its individual financial statements as an increase in its

investment in subsidiaries with a credit to equity equivalent to the cost in subsidiary undertakings. The

subsidiary, in turn, will recognise the cost in its income statement with a credit to equity to reflect the deemed

capital contribution from the Company.

C3 Key estimates and assumptions in this section

Impairment testing of investments in subsidiaries

The Company’s investments in subsidiaries have been tested for impairment by comparison against the

underlying value of the subsidiaries’ assets based on a value-in-use calculation. The value in use calculation

requires estimation of future cash flows expected to arise from the subsidiary discounted at a suitable discount

rate in order to calculate present value. The significant estimates relate to the Group’s profitability over the

five-year plan period, the longer term growth rate, and the discount rate used.

C4 Staff costs and Directors’ remuneration

The Company had no employees during the year, except for the Directors. The information on compensation for

the Directors, being considered as the key management personnel of the Company, is disclosed in note 30.

C5 Auditor’s remuneration

Amounts receivable by the Company’s auditor and its associates in respect of services to the Company and its

associates, other than the audit of the Company’s financial statements, have not been disclosed as the

information is required instead to be disclosed on a consolidated basis in the Group consolidated financial

statements.

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Wickes Group Plc Annual Report and Accounts 2025

Notes to the Company financial statements

Notes to the Company financial statements continued

C6 Investment in subsidiaries

(£m)

Subsidiary

undertakings

Cost

At 30 December 2023 897.5

Additions – share based payments 2.7

At 28 December 2024 900.2

Additions – share based payments 3.2

At 27 December 2025 903.4

Impairment

At 30 December 2023 (294.1)

Impairment (49.3)

At 28 December 2024 (343.4)

Impairment –

At 27 December 2025 (343.4)

Net book value

At 27 December 2025 560.0

At 28 December 2024 556.8

Details of the Company’s subsidiaries at the balance sheet date are in note 17 to the Group consolidated

financial statements.

In accordance with accounting standards the Company’s investments must have an impairment review if there

is an indicator of impairment. The recoverable amount of an asset is the greater of its value in use and its fair

value less cost to sell: the value in use of the investment is derived from the Group’s five-year plan on a pre-IFRS

16 basis and management believe that this represents a higher value than a potential fair value valuation.

Key Assumptions

The estimation of future cash flows is derived from the Board approved five-year plan, consistent with the basis

discussed in note 15 to the Group consolidated financial statements. The key assumptions underpinning the

value in use model include revenue growth, gross margin, discount rate, and long term growth rate.

2025 2024

Pre-tax discount rate 14.9% 16.2%

Revenue growth rate 3.6%-4.1% 4%-7%

Gross Margin 41.6%-42.0% 41.0%-41.4%

Long term growth rate 2.5% 3.5%

Management determined the values assigned to these financial assumptions consistently with the basis

discussed in note 15 to the Group consolidated financial statements.

In light of the challenges of performing Value in Use calculations in respect of an Equity Investment on a

post-IFRS 16 basis, both the 2025 and 2024 impairment reviews were performed on a pre-IFRS 16 basis. The

discount rate disclosed is therefore higher than that disclosed in note 15 (as a pre-IFRS 16 discount rate does

not incorporate the cost of debt and lease liabilities).

Impairment

An impairment review was therefore performed, with no impairment charge recognised in the period ended

27 December 2025 (28 December 2024: £49.3m impairment charge). The impairment in the comparative

period reflects the weakened UK macro-economic environment and economic outlook in 2024, with an impact

on the retail sector as a whole.

Impairment sensitivities

A sensitivity analysis was performed using changes in assumptions applied to the value in use calculation that

management consider to be reasonably possible. It is possible that a material movement in headroom would

have been identified in the impairment review if the key assumptions were changed in the value in use

calculations. The impact on headroom from these reasonably possible changes in assumptions, with all other

assumptions remaining the same, are shown below.

Change in headroom

Pre-tax discount rate increases or decreases by 1% £(47.7)m – £59.0m

Revenue growth rate increases or decreases by 2% £109.8m – £(110.0)m

Gross Margin increases or decreases by 1% £153.8m – £(153.9)m

Long term growth rate increases or decreases by 1% £42.1m – £(34.1)m

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C7 Capital management and financial instruments

The capital structure of the Company comprises issued capital, reserves and retained earnings as disclosed in the

Company statement of changes in equity totalling £547.1m as at 27 December 2025 (28 December 2024:

£556.2m).

Credit risk

As at 27 December 2025, the Company had short-term receivables of £nil (28 December 2024: £nil) owed by

subsidiary undertakings, which are repayable on demand and bear no interest. The Directors do not perceive

that the recovery of this debt poses any significant risk to the Company given its size in relation to

theCompany’s net assets.

Liquidity risk

The Company finances its activities through its investments in subsidiary undertakings.

The Company anticipates that its funding sources will be sufficient to meet its anticipated future administrative

expenses and dividend obligations as they become due over the next 12 months.

Market risk

As at 27 December 2025, the Company had short-term payables of £12.9m (28 December 2024: £0.6m) owed

to subsidiary undertakings, which are repayable on demand and bear no interest.

Distributable reserves

The distributable reserves of the Company approximate to the accumulated profits, under Reporting Standard

FRS 102, after deducting equity settled share based payments and investments in own shares, resulting in

distributable reserves of £505.2m (28 December 2024: £517.5m). When required the Company can receive

dividends from its subsidiaries to further increase the distributable reserves.

In the 52 weeks ended 27 December 2025, the Company received £48.0m of dividends from its subsidiaries

(52weeks ended 28 December 2024: £28.0m) to pay to its equity shareholders of the Parent.

C8 Related party transactions

The Company’s subsidiaries are listed in note 17 of the Group consolidated financial statements. The following

table provides the Company’s balances that are outstanding with subsidiary companies at the balance sheet

date:

(£m)

As at

27 December

2025

As at

28 December

2024

Amounts owed to subsidiary undertakings

– Wickes Building Supplies Limited (12.9) (0.6)

(12.9) (0.6)

The amounts outstanding are unsecured and repayable on demand.

The following table provides the Company’s transactions with subsidiary companies recorded in profit for

theyear:

(£m)

52 weeks ended

27 December

2025

52 weeks ended

28 December

2024

Amounts invoiced by subsidiaries (2.6) (2.4)

Dividend received from subsidiaries 48.0 28.0

45.4 25.6

Amounts invoiced to/by subsidiaries relate to general corporate purposes.

Directors’ remuneration

The remuneration of the Directors of the Company is set out below. Further information about the remuneration

of individual Directors is provided in the audited part of the Remuneration Committee report on page 106.

(£m)

52 weeks ended

27 December

2025

52 weeks ended

28 December

2024

Salaries and other short term benefits

2.4 2.2

Post-employment benefits

0.1 0.1

Share-based payments

1.5 1.0

4.0 3.3

1 Emoluments and share-based payment charges for the Executive Directors are borne by a subsidiary company, Wickes Building Supplies

Limited, and recharged to Wickes Group Plc. The aggregate gain arising from the exercise of 141,221 options by David Wood on 7 April 2025

and 4 December 2025 was £253,563.

Directors’ interests in share-based payment schemes

Refer to note 27 to the Group consolidated financial statements for further details of the main features of the

schemes relating to share options held by the Executive Directors and Senior Management Team.

Other transactions

During the period, the Company did not make any purchases in the ordinary course of business from an entity

under common control.

C9 Events after the reporting period

Following the successful completion of the 2025 share buyback programme under which the Company

purchased and cancelled £20m of its shares, the Company has approved a new £10m share buyback

programme for 2026.

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Wickes Group Plc Annual Report and Accounts 2025

Notes to the Company financial statements continued

Shareholder information

Managing your shares

The Company’s share register is managed by our registrar, MUFG Corporate

Markets. Shareholders can manage their shareholdings online through the

MUFG Investor Centre at uk.investorcentre.mpms.mufg.com. You will need to

log into your Investor Centre account or register if you have not previously done

so. Once you have set up your account you will need to add your shareholding by

clicking ‘Add Holding’ in the ‘Portfolio’ section and following the on-screen

instructions. You will require your Investor Code (IVC) to add your shareholding

– this can be found on your share certificate.

Alternatively, you can download the Investor Centre app which is available to download on both the Apple App

Store and Google Play, or by scanning the relevant QR code above.

The benefits of managing your shareholding online include the ability to:

View your holding balance

and get an indicative

valuation;

Cast your proxy

vote online;

View movements

on your holdings;

Elect to receive

shareholder

communications

electronically;

View dividend payments

you have received;

Update your address; and

mandate instructions for

dividends to be paid;

Access a wide range of

shareholder information

including the ability to

download shareholder

forms.

Shareholder communications

We encourage our shareholders to view shareholder communications, including the Annual Report and

Accounts, electronically in order to minimise our impact on the environment and reduce costs. If you currently

receive communications in paper form and would like to switch to electronic communications, you can do this

by visiting the MUFG Investor Centre at uk.investorcentre.mpms.mufg.com or by contacting MUFG.

Financial calendar

The key events in our financial year will be posted on our website www.wickesplc.co.uk.

Annual General Meeting

The Annual General Meeting (AGM) is an important event that gives us an opportunity to engage with our

shareholders. Our 2026 AGM is scheduled to be held on 19 May 2026 at 9.00am. Details about the meeting and

how to participate will be available in the Notice of Meeting which will be posted on our website at www.

wickesplc.co.uk.

Dividends

An interim dividend of 3.6 pence per ordinary share was paid on 7 November 2025. Shareholders will be asked

to approve a final dividend for the financial year ended 27 December 2025 at the AGM. If approved, a dividend of

7.3 pence per ordinary share will be paid on 5 June 2026 to shareholders on the register on the Record Date of

24 April 2026.

Paperless dividends

In line with market practice, shareholders can only receive cash dividends through direct payment to

shareholder bank accounts. A dividend confirmation for each dividend will be available electronically at

uk.investorcentre.mpms.mufg.com. You can register your bank details with MUFG via the Investor Centre at

uk.investorcentre.mpms.mufg.com or by contacting MUFG. Any unclaimed dividends will automatically be

released into your bank account once your bank details have been registered with MUFG.

Dividend Reinvestment Plan

You may be able to have any cash dividends paid reinvested in further Wickes shares through the Dividend

Reinvestment Plan (terms and conditions apply). You can join the Dividend Reinvestment Plan via the MUFG

Investor Centre at uk.investorcentre.mpms.mufg.com or contact MUFG for details.

Shareholder security

If you receive any unsolicited phone calls or correspondence concerning investment matters you should get the

name of the person and organisation and check that they are properly authorised by the Financial Conduct

Authority (FCA) – visit register.fca.org.uk/s. If you think something is not right, report it to the FCA by calling the

FCA consumer helpline on 0800 111 6768 (freephone) – open Monday to Friday 8.00am-6.00pm and Saturday

9.00am-1.00pm. More detailed information can be found on the FCA website www.fca.org.uk/scamsmart.

Website publication

The Annual Report and Accounts 2025 will be available to view and download on the Company’s website at

www.wickesplc.co.uk. We also publish on the website a machine-readable version of the annual accounts using

the single electronic reporting format (ESEF) as required under Disclosure Guidance and Transparency Rule

4.1.14R and in accordance with the ESEF Regulation. The ESEF format of the accounts has not been audited.

Useful contacts

Registered office address: Investor Relations

Wickes Group Plc investorrelations@wickes.co.uk

Vision House

19 Colonial Way Corporate brokers

Watford WD24 4JL Investec

United Kingdom Peel Hunt

Company number Legal advisor

12189061 Slaughter and May

Registrar Independent auditor

MUFG Corporate Markets KPMG LLP

Central Square

29 Wellington Street

Leeds LS1 4DL

United Kingdom

Investor Centre: uk.investorcentre.mpms.mufg.com

Tel: +44 (0)371 664 0300

Email: shareholderenquiries@cm.mpms.mufg.com

1 Calls are charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable international

rate. Lines are open between 9.00am-5.30pm, Monday to Friday excluding public holidays in England and Wales.

160

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Wickes Group Plc Annual Report and Accounts 2025

Glossary

Adjusted EBITDA Earnings before interest, tax, depreciation and

amortisation and before adjusting items

AGM Annual General Meeting

AI Artificial intelligence

APMs Alternative Performance Measures

ARC Audit and Risk Committee

ASHP Air source heat pump

BRC British Retail Consortium

capex Capital expenditure

CBAM Carbon Border Adjustment Mechanism

CDP formerly Carbon Disclosure Project

CEO Chief Executive Officer

CFO Chief Financial Officer

CGU Cash generating unit

CMA Competition and Markets Authority

CSAT Customer Satisfaction

CEC Customer Experience Centre

DABP Deferred Annual Bonus Plan

D&I Design & Installation

Dividend cover The ratio of dividends paid and proposed in relation to the

financial period against adjusted earnings per share

DIY Do-it-yourself

DRR Directors’ Remuneration report

DTR Disclosure Guidance and Transparency Rules

EBITDA Earnings before interest, tax, depreciation and

amortisation

EBT Employee Benefit Trust

EDRA/GHIN European DIY Retail Association / Global Home

Improvement Network

EMS Environmental Management System

EPS Earnings per share

ESG Environmental, Social, Governance

EV Electric vehicle

EVP Employee value proposition

FCA Financial Conduct Authority

FCF Free cash flow

FRC Financial Reporting Council

FRS Financial Reporting Standard

FSC Forest Stewardship Council

FTE Full-time equivalent

FVOCI Fair value through other comprehensive income

FVTPL Fair value through profit or loss

GFR Goods for resale

GHG Greenhouse gas

GNFR Goods not for resale

H&S Health and safety

IAS International Accounting Standards

I&D Inclusion and diversity

IFRS International Financial Reporting Standards

INED Independent Non-executive Director

IPCC Intergovernmental Panel on Climate Change

ISSB International Sustainability Standards Board

KPI Key performance indicator

LED Light-emitting diode

LFL Like-for-like

LTIP Long Term Incentive Plan

MME Missions Motivation Engine

MSCI formerly Morgan Stanley Capital International

NED Non-executive Director

NZE Net Zero Emissions

Order Book Orders that have been placed but not yet delivered:

a measure of secured future revenue

PBT Profit before tax

PEFC Programme for the Endorsement of Forest Certification

PIE Public interest entity

Plc /plc Public limited company

PV Photovoltaic

RBC Responsible Business Committee

RCF Revolving credit facility

RCP Representative Concentration Pathway

Returns to

shareholders

Sum of dividends paid and proposed in relation to the

financial period, plus the consideration paid for shares as

part of the share buyback programme

RIDDOR Reporting of Injuries, Diseases and Dangerous

Occurrences Regulations

ROIC Return on invested capital

SaaS Software as a Service

Sales density Sales per square foot

SASB Sustainability Accounting Standards Board

SAYE Save As You Earn

SBT Science-based targets

SBTi Science Based Targets initiative

SDGs Sustainable Development Goals

SECR Streamlined Energy and Carbon Reporting

SEDEX Supplier Ethical Data Exchange

SID Senior Independent Non-Executive Director

SIP Share Incentive Plan

SKU Stock Keeping Unit

SMETA Sedex Members Ethical Trade Audit

SORA Supplier Online Risk Assessment

TCFD Task Force on Climate-related Financial Disclosures

TSR Total Shareholder Return

UEM Underrepresented Ethnic Minority

WBCSD World Business Council for Sustainable Development

WEEE Waste Electrical and Electronic Equipment

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Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

162

Strategic report Governance Financial statements Other information

Wickes Group Plc Annual Report and Accounts 2025

Printed on Revive Silk paper, which is manufactured from 100% FSC® Recycled certified fibre derived from 100%

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CBP030752

Vision House

19 Colonial Way

Watford WD24 4JL

United Kingdom

wickesplc.co.uk