Annual Report

and Accounts 2025

2025 Highlights

Our purpose

Creating sustainable

building solutions for

the trade of today, the

homes oftomorrow

and the environment

ofthe future.

Revenue

£403.5m

(2024: £357.9m)

Adjusted Operating

Profit

£ 24.1m

(2024: £22.8m)

Adjusted Profit

Before Tax

£19.0m

(2024: £20.0m)

Understand our customer growth

initiatives on pages 16 and 17

Learn about our progress on our

sustainability goals pages 20 to 35

Adjusted Basic Earnings

Per Share

14.6p

(2024: 14.4p)

Gross Margin

50.9%

(2024: 52.6%)

Operating

Profit

£17. 3 m

(2024: £16.6m)

Profit Before Tax

£12.2m

(2024: £13.8m)

Basic Earnings

Per Share

9.5p

(2024: 9.8p)

Net Debt

£98.2m

(2024: £62.5m)

1 Adjusted measures are stated before non-underlying items

and the related tax effect (see page 48). We use alternative

performance measures to assess business performance

andthey are provided here, in addition to statutory measures,

tohelp describe the underlying results of the Group.

Pre-IFRS 16 Net Debt

£ 22.1m

(2024: Net Debt £3.1m)

Strategic Report

Our Business at a Glance .........................................................02

What We Do ............................................................................. 04

Chair’s Statement .....................................................................06

Market Overview .......................................................................08

Business Review ......................................................................10

Our Strategy ............................................................................. 14

Sustainability Report ................................................................. 20

Task Force On Climate-related Financial Disclosures .................36

Chief Financial Officer’s Review ................................................. 48

Risk Management .....................................................................52

Risks and Uncertainties ............................................................54

Viability Statement ....................................................................59

Corporate Governance

Board of Directors .................................................................... 60

Executive Committee ................................................................62

Letter from the Chair ................................................................64

Corporate Governance Statement ........................................... 65

Nomination Committee Report ................................................74

Audit and Risk Committee Report ............................................78

Social Values and ESG Committee Report ................................86

Directors’ Remuneration Report ...............................................88

Directors’ Report ....................................................................107

Statement of Directors’ Responsibilities ..................................111

Financial Statements

Independent Auditor’s Report .................................................112

Consolidated Statement of Comprehensive Income................120

Consolidated Statement of Financial Position .........................121

Consolidated Cash Flow Statement ........................................122

Consolidated Statement of Changes in Equity ........................123

Notes to the Consolidated Financial Statements ..................... 124

Company Statement of Financial Position ............................... 158

Company Statement of Changes in Equity ..............................159

Notes to the Company Financial Statements ..........................160

Company Information .............................................................167

View the latest results online at

investors.eurocell.co.uk

Contents

Strategic Report

Eurocell plc Annual Report and Accounts 2025 01

Corporate Governance Financial Statements

Manufacturing expertise

Our PVC extrusion facilities manufacture profiles for use in

building products such as windows and roofline, using raw

materials including PVC resin and recycled materials produced

inour own plants.

Our aluminium systems house (Alunet Systems) sources

aluminium profile for use in residential windows and doors.

We also have specialist manufacturing sites for entrance

doors,profile foiling, conservatory roofs and injection moulding

products, along with a technical centre for innovation and

product development.

Read more about our

cultureon pages 25 to 27

Our Business at a Glance

Eurocell plc Annual Report and Accounts 202502

How our Business Model creates value

Vertically integrated model

The coordination of our procurement, manufacturing and

distribution processes enables us to enhance margin

throughout all stages of our value chain.

Our recycling activities typically help lower material costs.

Scale

We operate modern extrusion and door manufacturing

facilities and we are the UK’s largest PVC window recycler.

Our extensive Branch Network is a driver of sales growth

and market share. It also pulls-through demand for our

manufacturing facilities, driving higher factory utilisation.

Innovative products

We are committed to a strategy of continually developing new

and existing products.

We support the use of Building Information Modelling (‘BIM’)

software, giving architects and contractors access to a library

of Eurocell products, making it easier to specify them.

Brand strength

Eurocell has a strong brand image and our marketing activities

seek to maximise our brand awareness.

People and culture

We have an experienced management team. Our corporate

culture is one of openness, trust, encouragement and clarity

of purpose. We train and empower our people to help our

customers grow their businesses.

Local footprint

Our branches are conveniently located and have readily

available inventory, thereby providing excellent service to local

customers and national groups alike.

We strive to help our customers through the provision of

technical expertise, business development and marketing

support services.

Our Purpose

Creating sustainable building solutions for the trade of

today, the homes of tomorrow and the environment of the

future. We operate a vertically integrated business model

with a differentiated customer proposition for fabricators,

installers, housebuilders, and small independent builders.

Nationwide Branch Network

We distribute our roofline profile (such as fascias and soffits),

along with a range of third-party adjacent products (traded

goods), via our nationwide network of over 200 branches.

Our Branch Network also sells windows, made by our fabricator

partners using our manufactured window profile, and entrance

doors made in our own door manufacturing plants.

In addition, Branch Network sales include other made-to-order

products, such as conservatory roofs and garden rooms.

215

Number of branches

at 31 December 2025

State-of-the-art distribution centre

We operate a state-of-the-art central warehouse, with cantilever

racking and mobile platform picking, plus a fleet of over 250

roadvehicles.

260,000sq ft

Bespoke state-of-the-art

warehouse

Eurocell plc Annual Report and Accounts 2025 03

Strategic Report Corporate Governance Financial Statements

Window profile

Doors

Roofs

20%

75%

Product range

We operate our business through

threedivisions.

Profiles Division

The Profiles division supplies our manufactured

PVC rigid profile to a network of window

and door fabricators, who in turn supply end

products to installers, retail outlets and house

builders. The division also manufactures and

sells GRP core composite doors and PVC panel

doors direct to the trade.

PVC Window and Door Profile (rigid profile) Composite and PVC Entrance Doors

(Vista Doors brand)

Cavity Closers

Bi-fold Doors

Conservatory Roofs Patio Doors

Injection Moulding Products

(S&S Plastics brand)

Customer base

Third-party window and door fabricators:

• Trade frame fabricators: supply finished

products to the trade or small retail outlets

• New build fabricators: supply and install

products for housebuilders

• Commercial fabricators: supply and

install products for office spaces and

education facilities.

Fabricators have production facilities, which

are customised to the window or door system

they make. We form strong partnerships with our

fabricators and we have a loyal customer base.

What We Do

Profiles Division – product mix (%)

Eurocell plc Annual Report and Accounts 202504

Alunet – product mix (%)

30%

45%

Manufactured products

Traded goods

Made-to-order

25%

Aluminium window and door profile

Composite doors

Aluminium garage doors

40%

20%

Branch Network

Division

The Branch Network division sells, through more

than 200 stores, our manufactured PVC roofline

profile, along with a range of third-party related

products. The stores also sell our manufactured

entrance doors and windows fabricated by

third parties using products manufactured by

the Profiles division. Customers are mainly

installers, small builders, roofing contractors and

independent stockists.

Alunet

In March 2025, we completed the acquisition of

Alunet, which comprises a range of innovative,

fast-growing, home improvement brands.

The Alunet businesses, sell aluminium profile,

sourced from third-party extruders, to window

and door fabricators. Alunet also manufactures

and sells solid timber core composite doors and

sells aluminium garage doors to the trade.

Customer base

• Trade frame fabricators: supply finished

products to the trade or small retail outlets

• New build fabricators: supply and install

products for housebuilders

• Commercial fabricators: supply and

installproducts for office spaces and

education facilities

• Small and independent builders.

Sectional and Side-hung

Aluminium Garage Doors

Alunet Systems:

Aluminium Window and Door Profile

Comp Door:

Solid Timber Core Composite Entrance Doors

JDUK and UK Doors (Midlands):

Roller Shutter

GarageDoors

Manufactured products

Fascias, Soffits and Trims Fencing Cladding

Rainwater and Drainage Sealants and Cleaners Composite Decking

Traded goods

Windows Entrance Doors Conservatories and

Conservatory Roofs

Made-to-order products

Extended Living

Products (garden

rooms and extensions)

Customer base

• Window and roofline installers

• Small and independent builders

• Nationwide maintenance companies

• Independent wholesalers (roofline only).

Branch Network Division

– product mix (%)

Eurocell plc Annual Report and Accounts 2025 05

Strategic Report Corporate Governance Financial Statements

The appointment of Will

Truman as CEO will bring

both valuable stability

and an injection of

pace, as we continue to

progress our strategy.”

Against a weak market

backdrop, Eurocell delivered a

resilient financial performance for

the year, with adjusted operating

profit ahead of 2024.

The progress we are making in the

business is testament to the commitment,

hard work and dedication of our teams in

every part of the Group, and I would like

to offer, on behalf of the Board, my sincere

thanks to them all.

Derek Mapp

Chair

Capital allocation

In line with our strategy, significant

investments in the next 12 months include

delivering the project to modernise our IT

infrastructure, where we expect transition at

the end of 2026.

We are committed to driving shareholder

returns through a combination of

ordinary dividends and supplementary

distributions (currently via share buybacks)

whereappropriate.

The £5 million share buyback announced in

March 2025 is now complete. Our intention

remains to continue share buybacks,

assuming no prolonged impact from the

situation in the Middle East and subject to

maintaining a strong financial position.

We paid an interim dividend in October 2025

of 2.3 pence per share, up 5% on theprior

year (2024: 2.2 pence per share). The Board

proposes a final dividend of 4.1 pence per

share (2024: 3.9 pence per share), which

results in total dividends for the year of

6.4 pence per share (2024: 6.1pence per

share), up 5% and totalling £6.4 million

(2024: £6.2 million). Total returns announced

for 2025 are, therefore, £11.4million,

equivalent to a yield of c.8%. This follows

total returns for 2024 of £21.2million

(including a buyback of £15 million),

equivalent to a yield of c.14%.

Financial performance

Adjusted operating profit was up 6% at

£24.1 million (2024: £22.8 million), with the

acquisition of Alunet and further progress

with our strategic initiatives offsetting the

impact of weakening markets. Adjusted

profit before tax was down 5% at

£19.0million, reflecting higher interest costs

on debt arising following the acquisition.

The business continued to generate good

cash flows, and the acquisition of Alunet

in March 2025 was funded primarily from

our debt facility. Pre-IFRS 16 net debt at

31December 2025 was £22.1 million, down

from £29.0 million at 30 June 2025 (31

December 2024: £3.1 million). We have a

strong balance sheet and good headroom

on our debt facility, which was refinanced in

March 2026.

Continuing to Drive

Shareholder Returns

See our strategy in action

on pages 18 to 19

Chair’s Statement

Eurocell plc Annual Report and Accounts 202506

Strategy and acquisition of Alunet

Alunet is a highly complementary

acquisition and a good strategic fit for

Eurocell, reflecting the growth of aluminium

fabrication for windows and doors. The

acquisition enhances our leadership position

in fenestration by expanding the Group’s

aluminium offering, with a wider range

of products and ownership of our own

aluminium system, and also improves our

offering in composite doors. The Alunet team

has strengthened the Group’s management

and I was delighted to welcome all 200

Alunet employees to the Eurocell Group

inMarch.

Our strategy, launched at the beginning

of 2024, identifies an ambitious pathway

to building a £500 million revenue, £50

million operating profit business, generating

a 10% operating profit margin, over a

five-year period. We have made further

progress withour strategic initiatives, but

reported financial results so far have been

below ouroriginal projections, impacted by

weakening demand.

I am delighted to be

leading Eurocell. We

have a strong business

with a clear strategy,

and I look forward to

working with the team

to drive opportunities

and accelerate

ourgrowth.”

However, with a strong contribution from

Alunet, we are confident that our targets

remain achievable, although the timing and

pace of market recovery will continue to be

a factor in determining when we achieve

ourgoals.

The Business Review includes an update on

progress with our key strategic initiatives.

Board changes and governance

As previously announced, Darren Waters

stepped down as Chief Executive Officer

(‘CEO’) on 9 February 2026. The Board’s

view is that to achieve our strategic

objectives in this critical year, it is in the best

interests of the Company to have surety of

strong leadership and a seamless handover

and, therefore, Will Truman was appointed

as CEO with immediate effect.

Will was CEO at Imagesound for nine years

up to April 2023, having served as Chief

Financial Officer (‘CFO’) for seven years prior

to that. Previously, he was an Associate

Director within Transaction Services

atKPMG.

I am pleased that Will has agreed to step into

thisrole. Having served on our Board as a

Non-executive Director since 2023, he has a

deep understanding of the Group, its culture, and

its strategic objectives. The Board is confident

Will’s appointment will bring both valuable stability

and an injection of pace, as we continue to

progress our strategy.

Will vacated his role as CFO Designate and we

are grateful that Michael Scott has agreed to

postpone his previously announced retirement

and continue as CFO, while the Board completes

a full and rigorous recruitment process to identify

a permanent CFO for the business.

In order to balance the workload across our

Non-executive Directors, Angela Rushforth

will take over as Chair of the Remuneration

Committee from Alison Littley, with effect from

the Annual General Meeting (‘AGM’) on 14 May

2026. Alison will continue in her position as

Senior Independent Non-executive Director and

Chair of the Social Values and ESG Committee.

Finally, I can confirm that as a Board, we

are committed to the highest standards of

corporate governance and ensuring effective

communication with shareholders.

Derek Mapp

Chair

Will Truman

Chief Executive Officer

Eurocell plc Annual Report and Accounts 2025 07

Strategic Report Corporate Governance Financial Statements

GDP growth

15%

80%

Eurocell market by revenue %

RMI

New build

Commercial (new build & RMI)

Bank of England base rates (at 31 December)

1.6%

1.4% 1.4%

2025 2026 2027

3.25%

3.75%

2025 2026

3.25%

2027

A Challenging

Marketplace

While current market conditions

are challenging, we have

confidence that with our

strategic initiatives, we have

potential to outperform.

The level of UK economic activity,

in particular the state of the repair,

maintenance and improvement (‘RMI’)

andnew build housing markets, are

important drivers of our performance.

CPA Construction Industry

Forecasts (2025–27)

The market growth estimates of the

Construction Products Association (‘CPA’),

provide informative baseline indicators of

the markets we operate in. The data and

graphs on the following pages summarise

the CPA forecasts published in January

2026 for our key markets, together with

a summary of the current drivers in these

markets and our response.

UK economic forecasts

GDP and interest rate trends are expected to be slightly positive over the

next two years, although the growth is unlikely to be as early, or as fast,

asanticipated back in mid-2024.

1 Source: CPA Construction Industry Forecasts

(central scenario – published January 2026).

Market Overview

Eurocell plc Annual Report and Accounts 202508

Private Housing growth

Private Housing RMI growth

2025E 2026F 2027F

-5.0%

0.0%

5.0%

-2.5%

2.5%

-2%

-1%

2025E 2026F 2027F

1.5%

1 Source: CPA Construction Industry Forecasts

(central scenario – published January 2026).

• Consumer confidence

Macroeconomic factors, including

unemployment levels, influence

consumers’ appetite for large

discretionary spend

• Focus on the home

Although moderated from post-pandemic

highs, the focus on improving living

spaces, and developing home offices,

drives demand for conservatories and

garden rooms.

Our response

• Optimise our Branch Network

throughaprogramme of estate

transformation, including new branches

and relocations, supported by enhanced

site-selection methodology

• Develop our customer offering for the

Branch Network, including increased

sales of windows and doors

CPA market growth projections

and their rationale

Private housing RMI output fell 2% in

2025 and is expected to fall by a further

1% in 2026, before growing 3% in 2027.

These forecasts have been lowered since

the Autumn, reflecting weaker consumer

confidence. The CPA assumes real-wage

growth and interest rate reductions,

plus positive house price inflation and a

willingness to invest savings back into the

home, will fuel increased home improvement

projects in the medium term. However, they

acknowledge that consumer confidence

and willingness to spend following the recent

cost-of-living pressures remains a challenge.

Market drivers

• Improve vs move

Property prices, housing supply

and moving costs affect whether

homeowners improve their homes rather

than move. The UK’s ageing housing

stock should also drive RMI demand

• Disposable income

Inflation, real-wage growth and mortgage

interest rates affect disposable income

for repairs and maintenance

• Become the homeowner’s choice

for extended living spaces through

products such as garden rooms and

roof lanterns, supported by our Select

installer scheme

• Leverage our website, plus increased

investment in digital technology to

drive incremental e-commerce sales,

generate homeowner leads, attract new

trade accounts and drive traffic to our

Branch Network

• Protect our Profiles trade fabricator

business and maintain our value-added

service propositions that support

ourcustomers

• Customer-centric approach to new

product development

• A solid reputation within the industry

that creates loyal trade fabricator

partneradvocates.

CPA market growth projections

and their rationale

Private housing (new build) output grew

1% in 2025 and is forecast to grow by

1.5% in 2026 and 4% in 2027. Similar to

RMI, these forecasts have been revised

downwards since the Autumn, with a full

recovery in new build now expected to

be a little later due to lower economic

growth and higher than previously forecast

mortgage rates.

Market drivers

• Housing supply

Structural deficit in new house building,

compared to government targets

• Government incentives

Although the deliverability and pace of

the government’s targets is yet to be

proven, the policy direction is positive

• Housebuilders’ plots

Housebuilders have a strong pipeline

of plot builds but uncertainty exists

regarding starts/completions/targets

• Homeowner demand

Rising rental costs and the enduring

desire to own your own property drive

home ownership, and this is expected

to be supported by the projected

reductions in the cost of borrowing

• Buyer incentives

‘Share ownership’ schemes, although

subject to eligibility, and ‘Right to Buy’

schemes in the public sector, make

home ownership more affordable

andaccessible.

Our response

• Protect our Profiles new build

fabricatorbusiness and maintain the

value-added service propositions that

support our customers

• Address the growing trend towards

aluminium fabrication in fenestration

through the acquisition of Alunet

• Leverage our strong proposition with

national housebuilders in the regional

new build market

• Provide a fit-for-purpose solution

toaddress the Future Homes

Standardregulations

• Continue proactive engagement with

our customer base regarding

sustainable product development

• Provide a sector-leading technical

support service

• Leverage our ESG credentials, including

our market-leading recycling operations.

Private RMI

c.80%

Proportion of Eurocell revenue

New Build

c.15%

Proportion of Eurocell revenue

Eurocell plc Annual Report and Accounts 2025 09

Strategic Report Corporate Governance Financial Statements

Trading conditions remained

subdued in 2025, with

challenging macroeconomic

conditions and weak consumer

confidence continuing to impact

demand in both the repair,

maintenance and improvement

market (‘RMI’) and new build

housing. These trends were

compounded in the fourth

quarter of the year, with

increasing uncertainty over the

Autumn Budget announcements

driving a further slowdown

inactivity.

Group revenues for 2025 were up year-on-

year, enhanced by the acquisition of Alunet

in March 2025, which continues to perform

strongly. Organic revenues for the year were

level with 2024 and include further progress

with our growth strategy, which we are

pleased to see coming through in the sales

performance of our key initiatives.

We have faced ongoing competitive

pressure on selling prices in the branches,

as well as overhead cost inflation across

the business. Our focus remains on

further operational improvements and

cost reduction initiatives to drive greater

efficiencies, and to mitigate against the

impact of weaker markets. We are also

driving opportunities to accelerate the pace

of execution across our strategic initiatives.

Further details of our financial and operating

performance, together with an update on the

progress with implementation of our five-year

strategy, including the acquisition of Alunet,

are set out as follows.

Recycling

We are the leading UK-based recycler

of PVC windows, saving the equivalent

of c.3million window frames from landfill

each year. Our use of recycled materials

in production remains substantial at

30%, driving lower carbon emissions and

typically reducing costs through the cycle,

compared to the use of virgin material.

A slight decrease on 2024 (32% usage)

reflects product mix and lower volumes, as

well as some unscheduled plant downtime

caused by equipment breakdowns. We have

increased our programme of preventative

maintenance in the recycling facilities to

reduce the risk of future breakdowns.

To further improve the effectiveness of our

recycling operations, in February 2026,

we began a project to consolidate our two

recycling plants onto the existing facility at

Ilkeston (see Business Effectiveness).

Recycling feedstock purchase prices

haveremained stable, reflecting the

actionwe have taken to secure additional

cost-effective sources of supply.

Health and Safety

The safety and wellbeing of our employees,

contractors and branch customers is our

number one priority.

Following improved safety results in 2024,

our Lost Time Injury Frequency Rate

(‘LTIFR’) slipped back to 6.4 in 2025 (2024:

4.1). In the light of these results, we have

made some changes to health and safety

leadership and our approach.

A new Head of Safety, Health, Environment

and Quality (‘SHEQ’) joined the business

in Q4 and has led the development of an

improved health and safety plan, focusing

on the behaviours that will drive a more

proactive safety culture across the Group.

In addition, following the acquisition, we

haveensured critical health and safety

policies and controls are in place across

theAlunet businesses.

Financial results

Sales for the year were £403.5 million, up

13% on 2024, or flat excluding Alunet, with

organic volumes 2% lower. In the organic

business, lower underlying volumes were

partially offset by further progress with our

strategic initiatives, including window and

door sales, new branches, e-commerce

activity and garden rooms. At Alunet, market

share gains have driven strong sales growth.

Adjusted operating profit was £24.1 million,

up 6% on 2024. This reflects a strong

contribution from Alunet and effective

cost control, partially offset by lower

organic volumes, competitive pressure

on selling prices in the branches, labour

cost inflation and further investment in our

strategicinitiatives.

Net cash generated from operations was

£48.4 million, up 10% on 2024, reflecting

our continued focus on cash management.

Further information on our financial

performance is included in the Chief

Financial Officer’s Review.

Operational performance

Production

Extrusion performance was consistent

throughout 2025 and the level of

output stable, benefiting from process

improvements and increased preventative

maintenance. We have a programme

of initiatives to drive further operational

improvements (see Business Effectiveness)

and we expect these benefits to begin

to materialise in 2026, and thereafter as

volumes increase.

Driving Opportunities

To Accelerate Our

Growth

Business Review

Eurocell plc Annual Report and Accounts 202510

Strategy

At the beginning of 2024, we launched

our ambitious strategy, which reset our

objectives for the business. We identified a

pathway to building a £500 million revenue,

£50 million operating profit business,

generating a 10% operating margin, over

the five-year period to December 2028.

Ourstrategy is built around four pillars:

Customer Growth, Business Effectiveness,

People First and ESG Leadership. The

following paragraphs summarise these pillars

and our progress with the initiatives that

support them.

When we launched the strategy, a modest

but sustained recovery in our core markets

was generally anticipated for the earlier

years of our five-year plan. However, trading

conditions have in fact deteriorated since

then and remain weak. As a result, while

we have made progress with our strategic

initiatives, overall sales and operating profits

reported to date have been below our

original projections. We are, therefore, now

driving opportunities to accelerate the pace

of execution on our growth strategy and we

are confident that, whilst ambitious, these

financial targets remain achievable, with the

Alunet acquisition providing a significant

offset to continued market weakness.

However, the timing of market recovery and

the pace at which demand picks-up, will

continue to be a factor in determining when

we achieve our goals.

Customer Growth

Our aim is to become the trade customer’s

preferred choice in all markets and segments

where we operate. We believe the biggest

opportunity for growth is expansion of the

Branch Network, including opening new

branches and significantly increasing the

sale of windows and doors, underpinned

by investment in digital marketing, to raise

awareness of our products and home

improvement solutions, and acquire

newcustomers.

In addition, we have now built a national

fabricator network across both aluminium

and PVC to service the branches, which

exclusively sources bar-length material from

Eurocell. The project provides incremental

growth opportunities for our fabricator

partners, and we continue to work with

themto secure additional capacity.

Extended living spaces

Extended living comprises garden rooms

and extensions. In 2025, we delivered

garden room sales of £9.6 million, up 9%

on 2024, supported by the introduction of

four new designs. Extension sales were

£1.2million, compared to £1.0 million

in2024.

Since launching these product ranges,

we have delivered good sales growth,

but operating margins have been below

our expectations, due to the cost of lead

generation, plus other selling and installation

costs. Following a review in H2 2025,

weidentified opportunities to increase

garden room sales and margins, and

capture further growth.

With extensions, our review determined that

higher costs are typically driven by more

complex installations and we, therefore,

concluded to exit this initiative, on the

basisthat returns were unlikely to meet

ourtarget level.

Profiles (fabricators)

In Profiles, we believe we are now the

leading supplier of rigid PVC profile to the

UK market. Our objective is to protect

ourexisting business and maintain our

value-added service propositions that

support customers. We will continue

to leverage our leading position with

housebuilders and commercial developers

to ensure we maintain specifications to

support a robust pipeline of work for our

fabricator customers. We are recognised

across the industry as the leading technical

systems house and will continue to exploit

this advantage.

Branch Network

We estimate that the optimum Branch

Network size is at least 250 sites, which

wasconfirmed through modelling and

analysis work with our location planning

partner. This work identified an additional

c.50 priority locations.

We opened two branches in Q4 2024,

followed by seven in 2025, primarily in the

South of England, delivering incremental

sales of £3.3 million in 2025. We now have

215 sites in operation and plan to add c.30

new sites over the next three to four years,

including at least five in 2026.

We are supplementing the opening

programme with several branch relocations,

where the current site is sub-optimal in terms

of size or location and, therefore, a constraint

to our growth objectives. Following two site

relocations in 2024, we completed another

six in 2025.

New branches and relocations include a

refreshed branch exterior, an improved

interior layout and are supported with strong

pre-opening recruitment and marketing

campaigns. This programme, therefore,

creates a short-term operating profit drag

(£1.1 million in 2025), but drives longer-term

profit growth.

Windows and doors

Following encouraging early results with our

initiative to sell more windows and doors

through the network, we accelerated the

site roll-out in 2025. All 215 branches were

live on the programme by July (90 live at the

end of 2024), driving sales of £30.3 million,

up 12% (£3.3 million) on 2024 and up 26%

(£6.2 million) on 2023, the base year for our

strategic plan.

Eurocell plc Annual Report and Accounts 2025 11

Strategic Report Corporate Governance Financial Statements

The windows and doors initiative also

provides growth opportunities in Profiles,

as it pulls through increased profile sales

viafabricator partners and increased

composite door sales through our entrance

doors businesses.

As described below, the acquisition of Alunet

in March 2025 complements our proposition

to fabricators, by providing a one-stop

shop for PVC and aluminium door and

window systems. As a result, 14 Eurocell

PVC fabricators have now switched their

aluminium requirements to Alunet.

Digital growth

We have an ambitious digital strategy to

drive more relevant trade customer traffic

to our website, as well as build homeowner

brand awareness.

We have invested to drive organic web

traffic growth, increased our digital paid

media, improved our use of AI to support

customer targeting and developed our web

proposition with initiatives such as one-hour

click-and-collect. As a result, we have grown

e-commerce sales to £6.6 million in 2025

(2024: £4.7 million), and we are confident

that we will achieve more progress in 2026.

This investment has also attracted more new

trade accounts to our branches, with 11,596

new spending accounts added in 2025

(2024: 10,785), and driven more homeowner

leads to buy big ticket items.

Business Effectiveness

Our objective is to make Eurocell a lean

and efficient business. We are upgrading

our business systems and streamlining

structures and processes to increase

efficiency and improve customer experience.

Given that the near-term market outlook

is likely to remain challenging, we are

continuing to prioritise operational

improvements and cost reduction.

We expect to transition to the new systems

at the end of 2026. Whilst a little later than

previously envisaged, we are confident in

this timing, with total non-underlying costs

for the project now estimated at c.£13 million

(previously £10 million) over the 2024–2027

period. Associated capex costs remain

unchanged at c.£1 million.

People First

With People First, our objective is to make

Eurocell a great place to work, through a

focus on health and safety, an enhanced

employee value proposition, improved

levels of engagement and effective

talentmanagement.

For our employee value proposition, in 2025

we developed a much-improved wellbeing

framework and better induction and

onboarding programmes. In 2026, we will

seek to better align and improve our reward

and recognition schemes.

On engagement, we launched the Eurocell

Colleague Forum in 2025, to provide a

stronger link with senior leadership at local

and national level. Our 2025 externally

administered employee engagement survey

results demonstrate progress in some areas,

but also that more work on engagement

is required. Action plans responding

to the survey findings are in progress,

including development of the Forum and

simplification of processes (facilitated by

thenewsystems).

Effective talent management includes talent

development, succession planning and an

increasing use of apprenticeships. We have

launched a revised apprenticeship offer and

will begin a new leadership development

framework in 2026, affiliated to the Institute

of Leadership and Management.

Continuous improvement,

efficiencies and cost reduction

In April 2025, we restructured the Branch

Network by removing a layer of regional

operational management, reducing the size

of the salesforce and closing a small number

of underperforming branches, generating

annualised cost savings of c.£2 million.

In May 2025, we announced further

overhead cost reductions, including

restructuring now completed in Operations

and Shared Services, generating annualised

cost savings of c.£2 million.

In February 2026, to further improve the

effectiveness of our recycling operations,

we began a project to consolidate our two

recycling plants onto the existing facility

at Ilkeston. The project requires relocation

of certain critical equipment from the site

at Selby, plus investment in the Ilkeston

plant to eliminate single points of failure,

enhance the layout and improve working

conditions. We expect to cease operations

at Selby and begin processing at Ilkeston

in H2 2026, with the Selby site exit to be

concluded by the end of the year. Capital

investment is expected to be c.£2.6 million,

with annualised cost savings of c.£1.5 million

running from 2027. Non-underlying charges

are expected to be in the region of £3 million,

including non-cash asset write downs of

c.£1.5 million.

Systems replacement

As previously announced, we are in the

process of replacing our Enterprise Resource

Planning (‘ERP’) system, includinga new

trade counter system in the Branch Network.

The new trade counter system will transform

the way we interact and transact with

customers in the branches, primarily through

process simplification (including electronic

point-of-sale technology). The new ERP

system will support all other functions of the

business and comes with built-in analytics to

facilitate data-driven decisions.

Business Review continued

Eurocell plc Annual Report and Accounts 202512

ESG Leadership

Our ambition is to be a leading responsible

company. Eurocell is already a leader in PVC

recycling, and looking ahead, we aim to

excel in all areas of ESG.

In 2024, we completed the work to

determine a path to reach Net Zero by 2045.

In 2025, our targets were independently

verified by the Science Based Targets

initiative (‘SBTi’) and we published our

Transition Plan. We now intend to progress

decarbonisation initiatives in line with

thePlan.

Acquisition of Alunet

In March 2025, we announced the

acquisition of Alunet for consideration of

£29 million on a debt/cash-free basis.

The acquisition advances our strategy,

significantly strengthening the Group’s

position in residential aluminium systems

and composite doors, and adds aluminium

garage doors to our portfolio of home

improvement products.

Alunet has grown rapidly since its

establishment in 2013 and, under Eurocell’s

ownership, we expect to leverage our

leading market positions in new build, trade

fabrication and distribution, to help the

business reach its full potential.

Summary and outlook

Our financial performance in 2025 was

resilient, in the context of trading conditions

that remained subdued. We delivered an

increase of 6% in adjusted operating profit

despite lower organic volumes, thanks to a

strong contribution from Alunet and effective

cost control. Our cash generation was good

and our financial position remains strong.

We have continued to invest to maintain

momentum with our strategy and we are

planning to deliver further progress in 2026.

The acquisition of Alunet in March 2025 is

a compelling strategic fit for Eurocell and

the business is performing strongly under

ourownership.

Demand in the RMI market remains sluggish,

and we are, therefore, continuing to focus

on operational improvements and cost

control. The potential impact of the evolving

situation in the Middle East is difficult to

assess at this time, but the medium and

long-term prospects for the UK construction

market remain attractive and we are well

positioned to drive sustainable growth in

shareholdervalue.

In the post-acquisition period (10 months

to 31 December 2025), Alunet delivered

sales of £46.7 million, up 28% over

the corresponding period in 2024, with

growthdriven primarily by market share

gains. Adjusted operating profit in the

post-acquisition period was £4.8 million,

which is up £1.8 million on 2024.

We expect another year of good growth in

2026, driven by further market share gains

and new product introductions, alongside

capturing Group-wide synergies and

manufacturing efficiencies.

Full financial details of the transaction

(including the potential for additional

performance-related payments) and

trading performance are set out in the

ChiefFinancial Officer’s Review.

More information on Alunet, including its

business units, is included in Our Strategy

onpages 18 and 19.

Eurocell plc Annual Report and Accounts 2025 13

Strategic Report Corporate Governance Financial Statements

An Ambitious

Strategy

Strategy at a glance

At the beginning of 2024 we launched our ambitious five-year strategy,

which reset our objectives for the business.

Creating sustainable building

solutions for the trade of today, the homes

of tomorrow and the environment of the future.

Our purpose

Strategic pillars

5-year ambition

£500m

Sales

£50m

Operating profit

10%

Operating margin

Customer Growth

Be the trade customer’s

preferred choice, in all

markets and segments in

which we decide to compete

• Branch Network

• Extended living

• Fabricators

• Digital growth.

Business

Effectiveness

Be a lean and efficient

business that enables agility

and enhances our profitability

• Operational efficiencies

• IT systems and

digitalisation.

People First

Be a great place to

work, and a great brand

to invest in

• Health and safety

• Engagement

• Employee value proposition

• Growing talent.

ESG Leadership

Earn a reputation

for being a truly

responsible company

• Environmental

• Path to Net Zero

• Circular economy

• Waste minimisation.

Our core values

Agile Gritty Proud Decent

pages 16 to 17 page 17 pages 23 to 27 pages 20 to 22

Our Strategy

Eurocell plc Annual Report and Accounts 202514

Our ambition

Our purpose and core values underpin

our strategy, which is focused on the

delivery of:

• Significant organic growth through the

transformation of the Branch Network

and other commercial initiatives

• Delivery of the full potential from the

Alunet acquisition

• Operational improvements and

footprintconsolidation

• Simplification and digitalisation of

business processes

• The creation of a strong, cohesive

culture, where people are our priority.

The strategy is built around four pillars:

Customer Growth, Business Effectiveness,

People First and ESG Leadership. Pages

16 to 17 summarise the Customer Growth

and Business Effectiveness pillars and the

initiatives that support them, together with

our progress in 2025 and an outline of our

plans for 2026.

Full details of our progress with the People

First and ESG Leadership pillars are set

out in the Sustainability Report on pages

20 to 35.

When we launched the strategy at the

beginning of 2024, a modest but sustained

recovery in our core markets was generally

anticipated for the earlier years of our

five-year plan. However, trading conditions

have in fact deteriorated since then and

remain very weak.

As a result, while we have made progress

with our strategic initiatives, overall sales

and operating profits reported to date have

been below our original projections. We

are, therefore, now driving opportunities

to accelerate the pace of execution on

our growth strategy and we are confident

that, whilst ambitious, these financial

targets remain achievable, with the Alunet

acquisition providing a significant offset to

continued market weakness. However, the

timing of market recovery and the pace

at which demand picks-up, will continue

to be a factor in determining when we

achieve our goals.

Eurocell plc Annual Report and Accounts 2025 15

Strategic Report Corporate Governance Financial Statements

Strategic Pillar:

Customer Growth

Initiative: Branch

Network

Estimated optimal size

of the network is at least

250 sites (31 December

2025: 215 sites), with

target to add at least 30

new branches over the

next three to four years

Initiative: Windows and

doors

Sell more windows

and doors through the

network, with target

to fill 50% of available

spare capacity, driving

incremental sales of

c.£35million

Initiative: Extended living

spaces

Target incremental

garden room and

extension sales of

£30million vs 2023 in

thefive-year period

Strategy in action:

2025progress

• Confirmed an additional

c.50 prioritised locations

for new branches, plus

opportunities to optimise

existing estate through

relocations, where current

sites do not provide the

required growth opportunity

• Opened two new branches

at the end of 2024 and

seven new sites in 2025,

primarily in the South

ofEngland

• Completed six relocations

• Launched Power Up

loyalty scheme, with

c.7,000 branch customers

registered by year-end

• Refreshed branch interior,

exterior and signage

design for new sites

andrelocations

• Continued branch

facilitiesand welfare

improvements project.

Strategy in action:

2025progress

• Accelerated a progressive

roll-out of the project

across the network, with

all branches live on the

programme by July (90 live

at 31 December 2024)

• Completed a comprehensive

staff training programme

• Continued to expand a

dedicated supply chain for

PVC and aluminium window

frames and glass to support

accelerated roll-out

• Incremental window and

door sales in 2025 of

£3.3million vs 2024 and

£6.2 million vs 2023.

Strategy in action:

2025progress

• Launched four new garden

room designs

• Reviewed extended living

initiative, with operating

margins below expectations

due to high cost of lead

generation and other selling

and installation costs:

– Identified opportunities

to increase garden room

sales margins

– Higher costs for

extensions driven by

typically more complex

installations and, therefore,

concluded to exit

thisinitiative

• 2025 garden room sales

of £9.6 million (2024:

£8.8million; 2023:

£4.4million).

Strategy in action:

2026focus

• Open at least five

newbranches

• Ongoing programme of site

relocations, refurbishments

and network welfare

improvements

• Target 15k Power Up

customer registrations and

leverage scheme to drive

up share of wallet.

Strategy in action:

2026focus

• Maximise window and

doorsales, leveraging

enhanced marketing and

digital investment

• Alunet aluminium

windows and Comp Door

entrance doors added

totheprogramme

• Increase efficiencies

inthecentral order

processing team

• Continued supply

chainexpansion.

Strategy in action:

2026focus

• Drive growth in garden

rooms through marketing

investment, enhanced

website content/experience

and product development

• Deliver sustainable garden

room margin improvements.

Our Strategy continued

Initiative: Profiles

(fabricators)

Protect our existing PVC

business and expand our

aluminium and entrance

door offering

Strategy in action:

2025progress

• Completed the acquisition

ofAlunet, which enhances

our position in fenestration

and delivers:

– Aluminium system

ownership and a full

rangeof residential

aluminium products

– Complementary solid

timber core entrance

doorbusiness

– Addition of aluminium

garage doors to our range

• Continued to protect our

PVC fabricator business, via:

– Maintaining our value-

added service proposition

– Leveraging our position

as the leading technical

systems house

– Exploiting our position

withhousebuilders to

maintain specifications.

Strategy in action:

2026focus

• Deliver Alunet growth plan,

including new products

andnew accounts,

plus cross-selling,

supply chainand cost

optimisationsynergies

• Continue to protect existing

PVC fabricator business.

Eurocell plc Annual Report and Accounts 202516

Initiative: Digital growth

Build awareness of our products

and home improvement

solutions, driving new customers

and incremental sales through

the website

Strategy in action:

2025 progress

• Increased e-commerce sales through

marketing investment, focused on

incremental revenue drivers such as:

– PPC

– Email and product

recommendations

• Improved website experience via:

– Upgraded navigation and

searchfunctionality

– Intensive site optimisation

programme

– Enhanced product recommender

• Introduction of new e-commerce

initiatives, such as one-hour

click-and-collect

• 2025 e-commerce sales of £6.6 million

(2024: £4.7 million; 2023: £3.0 million).

Strategy in action:

2026 focus

• Investment to drive:

– Non-account e-commerce sales

– Web adoption among trade

account holders and attract a wider

tradeaudience

• Improve the customer experience

and service.

Strategic Pillar:

Business Effectiveness

Initiative: Upgrade our business systems and streamline

structures and processes to increase efficiencies and improve

customer experience

Strategy in action:

2025 progress

Enterprise Resource Planning (‘ERP’) systemreplacement

• Progressed implementation of Intact iQ as a new trade counter system,

totransform how we interact and transact with customers through process

simplification (including electronic point-of-sale technology)

• Progressed implementation of IFS Cloud as a new ERP system for all other areas

of the business, which comes with built-in analytics to support

data-drivendecisions.

Continuous improvement, efficiencies and cost reduction

• Captured cost reduction opportunities, which deliver annualised

savings of c.£4 million:

– Branch Network: removed a layer of operational management and reduced the

salesforce, plus closure of four loss-making branches, to generate annualised

savings of c.£2 million

– Other: further overhead cost reductions, including restructuring completed in

Operations and Shared Services, to deliver annualised savings of c.£2 million.

Strategy in action:

2026 focus

Enterprise Resource Planning (‘ERP’) systemreplacement

• iQ and IFS outline timetable as follows:

– Complete solution and integrations build in H1

– Extensive user acceptance testing, remediation and training programme

– Transition to the new processes and systems at the end of 2026.

Continuous improvement, efficiencies and cost reduction

• Deliver further efficiency improvements and cost reduction by:

– Consolidation of operational footprint in recycling and warehousing

– Scrap reduction and improving labour utilisation

– Target production yield improvements and packaging automation.

Eurocell plc Annual Report and Accounts 2025 17

Strategic Report Corporate Governance Financial Statements

Alunet

Acquisition

Alunet is a compelling strategic fit for Eurocell.

Strategy in action

In UK fenestration, aluminium is growing

in popularity and now accounts for c.17%

(by volume) and 36% (by value) of the UK

market, driven initially by bi-fold doors,

but also now featuring other fenestration

products. Historically, Eurocell has not had

its own aluminium system, instead offering

a relatively narrow range of third-party

aluminium products. Our total aluminium

sales were c.£12 million in 2024.

Since launching our strategy, a key

objective for the Profiles business

has been to protect our position in

fenestration by expanding the Group’s

aluminium offering, including a wider

range of products and ownership of

ourownsystem.

In March 2025, we announced the

acquisition of Alunet, valued at £29 million

on a debt/cash-free basis. Full financial

details of the transaction, including the

potential for additional performance-

related payments, are set out in the

ChiefFinancial Officer’s Review.

Alunet is a compelling strategic fit for

Eurocell: it addresses the growing trend

towards aluminium fabrication across

the fenestration sector, significantly

strengthens our position in composite

doors, and adds aluminium garage

doors to our home improvement

productportfolio.

Alunet’s retained team, led by

Chief Executive Steve Hudson, has

strengthened the Group’s management

and Steve has joined our Executive

Committee. Alunet employs approximately

200 people and we were delighted to

welcome them all tothe Group in March.

Financial performance and outlook

Alunet has grown rapidly since its

establishment in 2013, and under

Eurocell’s ownership, we will leverage our

leading market positions in new build,

trade fabrication and distribution, to help

the business reach its full potential.

In the post-acquisition period (10 months

to 31 December 2025), Alunet delivered

sales of £46.7 million, up 28% over the

corresponding period in 2024. Growth was

driven primarily by market share gains, with

42 new customers acquired in 2025 and

several new product introductions, as well as

sector-leading customer service.

Adjusted operating profit in the

post-acquisition period was £4.8 million,

which is up £1.8 million on 2024.

Aluminium share of UK Door and Window Market

Adjusted operating profit is stated before

amortisation of the acquired intangible

assets and unwind of discounting of

future contingent consideration totalling

£0.4million, included in the corporate

segment (see the Chief Financial Officer’s

Review) and additional finance costs arising

on increased debt following the acquisition

of approximately £1.0 million.

We expect another year of progress in

2026, driven by further market share gains

and new product introductions, alongside

capturing cross-selling and other

Group-wide synergies.

Alunet’s range of innovative, fast-growing,

home improvement brands comprises four

businesses, as described as follows.

36%

56%

PVC Aluminium Timber

Source: Window and Door Market trends 2024 (WindowBASE and Tommy Trinder).

17%

78%

Our Strategy continued

Volume Value

Eurocell plc Annual Report and Accounts 202518

1 For the post-acquisition period, being the 10 months to 31 December 2025.

Alunet Systems

c.40% of Alunet group sales

Alunet Systems is an aluminium systems house focused on the residential sector.

Itsources aluminium profile from extruders using Alunet tooling.

• Full range of window and door

solutions sold under the Aluna brand

• Aluna+ whole house concept –

Alunet Aluna+ window and Eurocell

aluminium lantern launched in 2025

• Sector-leading proposition for

Eurocell PVC fabricators who also

fabricate aluminium, and for pure

aluminium fabricators

• Window and door project is an

opportunity to specify Alunet to

fabricators supplying the Branch Network

• Now benefiting from Group

synergies – new business secured with

14 existing Eurocell fabricators.

Comp Door

c.40% of Alunet group sales

A fast-growing manufacturer of premium solid timber core entrance doors.

• Solid timber core composite doors

are growing in share

• Combination of Comp Door and

Vista creates the market leader –

with a good (PVC panel), better

(GRP composite) and best (solid timber

core) offering

• Continued to acquire new installers

in 2025

• Cross-selling opportunity to

fabricators and installers

• Other potential synergies –

supply chain, and transport and

promotion of Comp Door through

theBranchNetwork.

JDUK and UK Doors (Midlands)

c.20% of Alunet group sales

JDUK is a supplier of sectional aluminium garage doors and components, and UK

Doors (Midlands) is a manufacturer of aluminium roller shutter garage doors.

• JDUK: insulated sectional and

side-hung aluminium garage doors,

via exclusive private-label arrangement

with a European-based supplier for the

UK market

• UK Doors (Midlands): manufacturer

of roller shutter garage doors and

continental roller shutters

• Complements Eurocell range of

exterior home improvement products

• Other potential synergies –

many garage door installers are

already Eurocell customers through the

Branch Network

• Good growth on sectional doors,

gaining new customers on value for

money proposition.

Eurocell plc Annual Report and Accounts 2025 19

Strategic Report Corporate Governance Financial Statements

ESG

Leadership

Why sustainability matters

Eurocell is committed to operating a

sustainable business and building a

reputation for being a truly responsible

company. We aim to lead the fenestration

sector in sustainability and are focused on

reducing our carbon footprint, valuing and

supporting the wellbeing of our people,

and improving the environment in which

we operate.

Our Group’s purpose is to create

sustainable building solutions for the trade

of today, the homes of tomorrow and

the environment of the future. Circular

economy principles lie at the heart of our

operation, as we recycle old PVC window

profiles into new products, and following

the acquisition of Alunet we will work to

integrate the circular economy practices

that are embedded in the aluminium

industry. In addition, we aim to reduce

our environmental impact via energy

saving initiatives and waste management

schemes, as well as generate savings

for our customers through products that

minimise heat loss and lower energy bills.

We endeavour to provide an excellent,

safe workplace for our colleagues and to

ensure they feel supported and valued.

Wewill continue to play an active role in

our communities, where we are committed

to being a good neighbour.

In working to embed our sustainability

strategy, we recognise that our customers,

colleagues, other stakeholders and the

communities in which we work place high

importance on environmental, social and

governance (‘ESG’) matters.

In 2025, we achieved Science Based

Targets initiative (‘SBTi’) validation for

our near-term and Net Zero targets.

We also focused on incorporating our

newly acquired business, Alunet, into our

sustainability risk management framework.

Driving sustainability in the fenestration sector

• Optimise recycled content

in manufactured products

• Ethically source raw

materials and products

• Progressively reduce our

carbon footprint on a path

to NetZero by 2045

• Be a responsible neighbour,

wherever we operate

• Minimise waste and usage

ofplastic packaging.

A great place to work

• Employee safety and welfare

is always front of mind

• Live and breathe our values

without compromise

• A diverse business, where

people can be their true

authentic selves

• Excel at developing people,

by nurturing talent and

always seeking to promote

fromwithin

• Fair in the way that we reward

and manage our people.

With the highest standards of governance

• Integrity is the cornerstone of

our business

• Fully transparent in the way

that we operate and report

• Receptive and responsive

to challenge and scrutiny by

key stakeholders

• Constantly evaluating and

mitigating risks to protect

thebusiness

• Always have one eye to the

future, in order to comply

with new legislation and

deploy best practice.

Sustainability Report

Eurocell plc Annual Report and Accounts 202520

This process will continue into 2026, when

we will re-baseline our SBTi targets and

review our associated transition plan to

take account of the acquisition.

Achievements since our last

AnnualReportinclude:

• Received validation from the SBTi.

Our near-term and long-term targets,

and our overall ambition to reach Net

Zero by 2045, have been validated as

consistent with a 1.5ºC trajectory.

• Started embedding Alunet into our

governance and risk management

processes. Alunet CEO Steve Hudson

now sits on our Executive Committee.

• Established Alunet’s full (Scope

1–3) emissions footprint. This has

been incorporated into our emissions

inventory, reported on pages 28 to 29.

• Incorporated Alunet into our

climate-related risk analysis.

This included assessing exposure

to physical hazards across Alunet’s

portfolio, and updating our assessment

and quantification of climate-related

risks with relevant Alunet inputs where

possible. It has also informed our

reporting against the recommendations

of the Task Force on Climate-related

Financial Disclosures (‘TCFD’).

• Continued to invest in carbon

reduction initiatives to minimise

our environmental impact. A new

solar PV installation at our Head Office

and Distribution Centre, alongside the

installation completed in 2024 at our

main extrusion site, yielded 1,200 MWh

of electricity in 2025.

• Maintained a ‘B’ grade in our second

Climate Change questionnaire to

the CDP. We are pleased that we were

again awarded a B grade (on a scale of

A–D-) for Climate.

• Maintained our ‘AA’ rating from the

MSCI. We also maintained our rating

of AA (on a scale of AAA–CCC) in the

MSCI ESG Ratings assessment.

• Developed a new health and

safety strategy and framework.

The framework is designed to move

us towards an interdependent safety

culture, driven by proactive behaviours,

peer support and leadership visibility.

• Launched the Eurocell Colleague

Forum. This comprises over 50

representatives from across the

business, providing a mechanism for

all colleagues to raise questions and

suggestions to senior leadership through

a series of local and national forum

meetings each year.

Looking forward, our priorities

areto:

• Re-baseline our near-term and Net Zero

targets to the SBTi to capture emissions

associated with Alunet

• Update our Net Zero Transition Plan to

include the emissions reduction actions

necessary to incorporate Alunet into our

Net Zero pathway

• Implement our new health and

safetystrategy and framework across

the Group.

Materiality assessment

We will update our materiality assessment

in 2026 to identify and incorporate Alunet’s

sustainability risks and opportunities,

and will prepare for alignment with the

International Financial Reporting Standards

S1 framework. The five most important

issues identified by our materiality

assessment remain:

• Health and safety: ensuring workforce

wellness and safety

• Labour and human rights: ensuring

fair working practices for our employees,

including human rights

• Climate change and emissions:

minimising our carbon emissions and

our contribution to climate change

• Waste management: waste generated

by our operations should be dealt with

responsibly, including hazardous waste

• Product quality: selling products that

are safe to use and of high quality.

Strategic Report Corporate Governance Financial Statements

21Eurocell plc Annual Report and Accounts 2025

Sustainable business goals

KPIs and targets

Since our 2022 base year, we have achieved reductions across all three emissions scopes, due to decreased natural gas

consumption (Scope 1), improved sourcing of renewable electricity (Scope 2 market-based) and decreased overall spend (Scope

3). We are also pleased to have met our interim target to send less than 5% of waste to landfill by 2025. However, the proportion of

our waste recycled has unfortunately decreased in 2025, as we cleared by-product from our recycling sites and due to our waste

providers’ preference for incineration.

KPI 2025 2024 Target Link to UN SDGs

Environmental – Circular economy and waste management

Waste to landfill % landfill 3.9% 2.5% No more than 5% waste

tolandfill by 2025 and 1%

by2030

Waste recycled % recycled 66% 69% Increase of 2% per annum in

waste recycled (to 88% by

2025), then increase of 1%

per annum thereafter (to 93%

by 2030) vs 2020 baseline

Recycled material

used in production

% used 30% 32% 36% by 2030

Recycled material

yield

% generated 60% 62% 72% by 2030

Environmental – Emissions, energy management and pollution

Scope 1, 2 and 3

emissions (Market-

based)

Absolute Scope 1,

2 and 3 emissions

(Market-based)

202,704 tCO

e 183,974 tCO

e Net Zero by 2045

Scope 1 and 2 Absolute Scope 1

and 2 emissions

(Market-based)

10,913 tCO

e 10,648 tCO

e 70.03% reduction by 2034

Scope 3 Absolute Scope

3 emissions

(Marketbased)

191,791 tCO

e 173,326 tCO

e 37.5% reduction by 2034

Renewable electricity % renewable

electricity used

95% total

electricity

95% total

electricity

More than 90% by 2025

Social

Health and Safety Lost-time injury rate 6.4 per 1m

hours

4.1 per 1m

hours

3.1 per 1m hours by 2026

Employee

engagement*

andrecruitment

Labour turnover 25% 25% Year-on-year reduction

Employee satisfaction Annual survey

response rate and

Winning Formula score

77% and 57% 70% and 59% Year-on-year increase

Diversity* Female employees 17.2% 16.9% Year-on-year increase

Remuneration* National Living Wage

(‘NLW’)

100% All employees

at or above

NLW

All employees above

NLW by 2023

Note: KPI performance data for 2024 and 2025 included in the table above is based on management estimates. 2025 data in the table above includes Alunet from the

acquisition in March, unless marked with an asterisk where it is not included (due to the current availability of relevant data).

Sustainability Report continued

Eurocell plc Annual Report and Accounts 202522

Health And Safety

Safety performance

Following improved safety results in 2024,

our LTIFR (Lost Time Injury Frequency

Rate) slipped back to 6.4 in 2025 (2024:

4.1). Our RIDDOR (Reporting of Injuries,

Diseases and Dangerous Occurrences

Regulations 2013) results remain

better than the average for the Plastics

Industry

. Towards the end of 2025,

we took a number of steps to ensure

our performance improves, including

a change in senior health and safety

leadership and designing a new health

and safety strategy, focused on driving

amore proactive safety culture.

The performance data shown in the table

below represents the Group, inclusive of

Alunet from the acquisition in March.

2025 2024 2023 2022 2021

Lost time injuries (employees)

A, B

27 19 27 48 36

Lost time injury frequency rate (‘LTIFR’)

6.4 4.1 5.7 10.0 7. 6

Total recordable injuries (contractors) – – 1 – –

RIDDOR 8 6 11 23 28

Near misses 349 172 146 102 29

Number of employee fatalities – – – – –

Number of contractor fatalities – – – – –

Number of cases of silicosis – – – – –

Number of staff trained on health and safety standards 122 241 322 – –

Number of health and safety training hours 9,272 1,687 3,456 – –

Proportion of operational sites certified to ISO 45001

33% 50% 50% – –

A We define lost time injuries as a full shift lost following the day of the incident.

B We record lost time injuries for all permanent and temporary employees.

C Injuries per one million hours worked.

D The proportion of sites certified has decreased as a result of the incorporation of the Alunet sites into the portfolio.

1 Based on the Accident Statistics Data for 2024 from the British Plastics Foundation, available at: https://www.bpf.co.uk/health_and_safety/Accident_Survey.aspx.

Responsibilities

Grant Davies joined as our new Head of

Safety, Health, Environment and Quality

(‘SHEQ’) in Q4 2025. Having joined the

team in the final quarter, Grant’s initial

observations include the existence of solid

foundational controls that meet statutory

obligations and strong health and safety

reporting. Looking forward, the focus will

be on establishing a proactive culture

through a new, behaviour-based health

and safetystrategy.

Throughout 2025, health and safety

performance has been discussed at all

board meetings, with reviews provided by

the CEO. Health and safety has also been

a standing agenda item at all meetings of

the Social Values and ESG Committee.

With effect from December 2025, the

standing agenda item has moved to main

Board meetings, with updates provided by

the Head of SHEQ.

As part of the integration of Alunet, we

have ensured critical health and safety

controls are in place, and have updated

Alunet’s Health and Safety Policy to

ensure alignment with the Group on key

commitments and expectations.

Eurocell plc Annual Report and Accounts 2025 23

Strategic Report Corporate Governance Financial Statements

Health and safety strategy

Following the change in leadership, we have developed a new health and safety strategy, focusing on behaviours that will drive a

more proactive safety culture across the Group. The strategy breaks safety performance into five core focus areas (the ‘5C’s’) and

identifies the behaviours that underpin success with each one. This also provides a structured framework to measure and improve

health and safety performance at each site.

To support implementation of the strategy,

we have developed a SHE Maturity

Assessment and matrix, that will be used

to assess and score each site against the

5C’s on a quarterly basis. The process

will be underpinned by visible Executive

Committee leadership and peer group

support. Over time, we expect to move

towards a more interdependent culture

in which safety becomes the leading

thought in all our colleagues’ actions

intheworkplace.

Other achievements in

2025include:

• Introducing dynamic risk assessments

and electronic reporting of safety

concerns across key operational sites

• Senior leadership team safety-focused

visits to key sites (once per month), to

observe practices and speak directly

with employees on health and safety

matters, and to help identify risks and

opportunities for improvement.

We plan to focus on the following

in2026:

• Implement the new strategy, including

the 5C’s framework and SHE Maturity

Assessments across the Group

• Further progress the integration of the

Alunet companies into our health and

safety strategy

• Continue our specific focus on material

handling equipment and transport

safety which, due to the nature of our

operations, remain our highest health

and safety risks.

Safety targets

As an overall ambition, we continue to

target the elimination of RIDDOR injuries

among our employees by the end of 2027.

To assist with tracking our progress we

have set interim targets, and for 2026 we

are aiming to achieve a 25% reduction in

our lost time injury frequency rate (‘LTIFR’)

and 33% reduction in our RIDDOR rate

compared to 2025.

Compliance

Getting the basics right

Are we doing what the law and

our policies say we must do?

Focusing on ensuring all sites

follow all legal requirements,

standards, inspections and

reporting processes.

Controls

Reducing risk and

strengthening processes

Are the things that can hurt

people properly controlled

every day?

Looking at how effectively

hazards are controlled.

Competence

Building capability

andaccountability

Do people have the skills,

knowledge and support to

work safely?

Evaluating training,

supervision, coaching and

whether people are competent

for their work.

Culture

Building safety ownership

Do people care about safety –

not because they have to, but

because they want to?

Focusing on people,

ownership, reporting,

safetyconversations and

leadership visibility.

Continuous

improvement

Measure, learn, evolve

Do we learn from mistakes

and get better every month?

Checking whether

incidents lead to action,

whether bestpractices are

shared, and whether sites

proactivelyimprove.

5C’s Health and Safety Strategy

Sustainability Report continued

Eurocell plc Annual Report and Accounts 202524

People First

Our strategy and business model are underpinned by the

commitment and efforts of all our employees, and our approach

to colleague interaction is explained and monitored through our

People First strategic pillar.

Engagement

We recognise the impact we have on our colleagues,

communities and beyond, and are committed to ensuring that

weengage appropriately with all key stakeholders.

Employee engagement

We are proud to have launched the Eurocell Colleague Forum in

2025. Over 50 representatives across the business now collect

colleague questions and suggestions, which are communicated

to senior leadership at local and national forum meetings.

The forums run as part of our broader Listening Programme,

which also takes in local site listening groups and our informal

colleague networks, which includes an LGBTQIA+ network that

was launched in 2025. In addition, we continue to run our Board

listening groups, led by our designated Non-executive Director,

AlisonLittley.

People First survey

Our 2025 externally administered employee engagement survey

results demonstrate progress in some areas, but also that more

work on engagement is required.

Our Overall Winning Formula (engagement score) decreased

slightly compared to 2024, although this is against a backdrop of

very challenging market conditions, as well as a higher response

rate in 2025.

We are progressing plans built in response to the survey findings,

including development of the Forum, simplification of business

processes (facilitated by the new systems), plus increased

visibility of senior leadership and more regular updates on

progress against ourstrategy.

KPI 2025 2024

Response rate 77% 70%

Overall Winning Formula Score 57% 59%

Winning Culture Score 58% 59%

Winning Strategy Score 56% 58%

Note: The People First survey results for 2025 are inclusive of Alunet and Vista.

Community partnerships

We continued our charitable efforts with Maggie’s again in 2025,

raising £25,000 through a variety of activities. Maggie’s provides

emotional support and care for cancer patients and their families,

with 24 centres across the UK.

Our ambition is to have talented, engaged and motivated colleagues who work passionately

toachieve clear business and personal goals. Eurocell will be a great place to work,

where our culture makes colleagues feel...

OUR

AMBITION

OUR

STRATEGY

KEY

PRIORITIES

SUCCESS

MEASURES

“I feel part of the Eurocell

team and I’m passionate

about my role within

this team”

HEALTH AND SAFETY

Develop health and

safety leadership skills

Develop health and

safety education

EMPLOYEE VALUE

PROPOSITION

Wellbeing framework

Recognition scheme

Induction and

onboarding programme

ENGAGEMENT

Internal Communications

Framework

Colleague forum

Community and charity

engagement

GROWING TALENT

Talent management and

succession planning

Talent development

Maximising use of

apprenticeships

“I know how to contribute to the

success of my business”

“I know what’s going on...

I feel connected to the wider

business – I’m valued

as a team member”

“I know how I can progress

within Eurocell, I’m clear

about my development”

IFR/LTIR/Severity

Rate/RIDDOR Rate

Attrition and

Retention %

% of Internal

Promotions

Apprenticeships

Participation/Use

of Levy

Culture Survey

Feedback

Eurocell plc Annual Report and Accounts 2025 25

Strategic Report Corporate Governance Financial Statements

Employee Value Proposition

Our Employee Value Proposition captures

the various topics, which together, aim

to ensure our employees feel valued

and supported as members of the

Eurocellteam.

Fair working practices

We are committed to providing a

fair working environment for all our

colleagues,including a fair salary, terms

and conditions of employment, and

statutory benefits.

Employee turnover

Our labour turnover has remained steady

at 25% in 2025 (2024: 25%). Ourfull-time

colleague voluntary turnover rate was 19%

in 2025 (2024: 20%).

Reward and recognition

In line with our ambition, we are pleased

to confirm that all of our employees were

paid at, or above, the National Living Wage

in 2025.

In addition, all employees remain eligible

for our benefits package, including a

salary sacrifice pension scheme, life

insurance, Save As You Earn (‘Sharesave’)

schemes,a healthcare cash plan and

access to savings and offers through our

third-party platform. In addition to the

formal packages, we have a variety of

events andvehicles to engender a culture

of feeling valued.

There were 42 winners in our Proud Award

programme in 2025, where employees are

encouraged to nominate fellow colleagues

that have demonstrably showcased

our Company values. In addition, we

introduced long service awards this year,

with 177 employees rewarded for service

ranging from 5 to 25 years.

Wellbeing framework

We are committed to supporting all

colleagues in their wellbeing, inclusive

of mental, physical and financial issues.

We provide tools to support colleague

wellbeing, including an Employee

Assistance Programme, access to

health and wellbeing support, and

our occupational health programme

with targeted health surveillance and

a healthcare cash plan. In 2025, we

continued our mental health training

and Employee Assistance Programme

awareness campaign.

Equity, diversity, inclusion

andbelonging

The overriding policy in any new

appointments we make continues to

be one of selecting candidates with an

appropriate mix of skills, capabilities

and market knowledge, to ensure the

continued success of the business.

However, we fully recognise the benefits of

encouraging diversity and inclusivity across

the business and believe that progress in

these areas will contribute strongly to our

continued success.

We are committed to providing a working

environment that embraces opportunities

for everyone, that respects the equity and

diversity of all colleagues and that ensures

their feeling of inclusion and belonging.

We have made a substantial effort on

inclusive hiring practices this year. This has

included incorporating ReciteMe onto our

careers website to improve accessibility,

as well as offering more part-time roles

across our Branch Network. We ended

2025 with 86 part-time colleagues,

compared to 71 in 2024. We also continue

to engage with the Construction Inclusion

Coalition, and make their materials

available to all colleagues.

In addition, we continue to promote flexible

solutions tailored to, and supportive of,

individual needs. Our internal processes

support all colleagues who may require

help and support, including employees

who are disabled or become disabled

during their employment, to fulfil their

day-to-day work activities through our

occupational health provision. We provide

tailored support for specific groups and

individuals throughout our business,

including the provision of free English and

maths tuition for non-English speakers.

While we operate in an industry in

which,historically, women have been

under-represented, we are very committed

to increasing the participation of women

throughout the Group. Our objective

is to deliver year-on-year increases in

the proportion of female employees in

the Group. In 2025, female employee

representation remained level at 17%

(2024: 17%).

Sustainability Report continued

Eurocell plc Annual Report and Accounts 202526

Our Board Diversity Policy is available on

our website at investors.eurocell.co.uk.

Wecurrently meet two of the three FCA

targets on Board diversity, with one

Director from an ethnic minority

background and one senior Board position

held by a female. Our percentage of

females on the Board remains unchanged

from 2024 at 29% against the FCA target

of 40%. The Board remains committed to

move towards this target asand when

vacancies arise.

With the inclusion of Alunet’s CEO

into our Executive Committee, female

membership has decreased to 50% in

2025 (2024:60%).

2025 diversity statistics

No.

% of total

employees

Employees with

disabilities 46 2%

Full-time employees 1,832 96%

Part-time employees 86 4%

Permanent

employees 1,862 97%

Contract/temporary

employees 56 3%

Total employees 1,918 –

The 2025 diversity statistics exclude Alunet and Vista.

Growing Talent

During the year, we engaged with business

leaders across the Group to expand the

breadth of apprenticeship programmes

we offer. As a result, we had over 30

apprentices in post in 2025. Following the

government’s withdrawal of support for

the Kickstart programme, we will reset our

apprenticeship targets in 2026.

The Branch Manager Development

Programme launched in 2024 is now

complete for our existing managers.

We will introduce a new leadership

development framework for senior

managers in 2026, affiliated to the Institute

of Leadership and Management.

Ongoing skills development training is

also provided across the Alunet group

ofcompanies.

2025 training statistics

No.

% of total

employees

Employees who

receive training 1,918 100%

Number of

traininghours 43,987 –

Average training

hours per employee 22.5 –

Note: The 2025 training statistics exclude Alunet

andVista.

Gender diversity statistics

2025 gender analysis

Male

No. %

Female

No. %

Total

No.

Directors 5 71% 2 29% 7

Executive Committee 4 50% 4 50% 8

Senior management 35 74% 12 26% 47

Other employees 1,878 84% 361 16% 2,239

Total 1,922 84% 379 16% 2,301

2024 gender analysis

Male

No. %

Female

No. %

Total

No.

Directors 5 71% 2 29% 7

Executive Committee 2 40% 3 60% 5

Senior management 23 72% 9 28% 32

Other employees 1,685 83% 338 17% 2,023

Total 1,715 83% 352 17% 2,067

1 For the purpose of Provision 23 of the UK Corporate Governance Code ‘senior management’ comprises the Executive Committee and Senior Management groups.

Eurocell plc Annual Report and Accounts 2025 27

Strategic Report Corporate Governance Financial Statements

Managing environmental

performance

We recognise the role we play in

promoting environmental protection and

are committed to conducting our business

in a safe and responsible manner, including

protecting and minimising the impact of

our operations on the environment. We are

focused on reducing our environmental

impact and aim to continuously improve

our performance. Our dedicated

Environmental Policy remains available

at: investors.eurocell.co.uk. The Policy

outlines our commitments towards

reducing emissions, energy consumption,

biodiversity and environmental issues,

waste and resource use, water use and

the environmental impacts of our products.

Of our manufacturing plants, 50% remain

certified to ISO14001:2015. We continue

to maintain environmental management

systems and have regular inspections to

ensure permit compliance at all sites.

No environmental fines or penalties have

been recorded in 2025 or 2024.

Energy and greenhouse gas

emissions

Minimising our carbon emissions and our

contribution to climate change is central to

our sustainability strategy. Our near-term,

long-term and Net Zero targets are now

validated by SBTi, and having incorporated

Alunet’s emissions into our carbon inventory

in 2025, we will re-baseline our targets

in2026.

We are also pleased to report the following

initiatives progressed in 2025 to reduce

our energy consumption and greenhouse

gas emissions:

• Having completed installation of solar

panels at our main extrusion facility

in 2024, this system yielded nearly

1,000,000 kWh of electricity in 2025

Energy consumption and emissions data

We have continued to refine our end-to-end carbon footprint methodology, which includes a full emissions analysis for 2024 and

2025, as set out in the table below. 2025 emissions data includes Alunet from the acquisition in March.

Scope

2025

ktCO

2024

ktCO

Movement

ktCO

e %

Scope 1 9.8 9.6 0.2 2.4%

Scope 2 (Location-based) 8.7 10.6 (1.9) (18.0)%

Scope 2 (Market-based) 1.1 1.1* (0.0) (2.9)%

Scope 1 and 2 (Location-based) 18.5 20.2 (1.7) (8.3)%

Scope 1 and 2 (Market-based) 10.9 10.7 0.2 2.5%

Scope 3 191.8 173.3 18.5 10.7%

Purchased Goods and Services 160.6 148.4 12.2 8.2%

Capital Goods 4.2 2.9 1.3 47.4%

Fuel and Energy-related Activities 5.6 2.4 3.2 137.0%

Upstream Transportation 10.7 8.7 2.0 24.1%

Waste 0.4 0.4 0.0 (4.0)%

Business Travel 0.4 0.4 (0.0) (15.6)%

Employee Commuting 2.9 1.9 1.0 52.6%

Upstream Leased Assets Not Applicable

Downstream Transportation Not Applicable

Processing of Sold Products 4.6 6.9 (2.3) (33.9)%

• Completed further solar panel

installations at our Head Office and

Distribution Centre in 2025, which

yielded nearly 200,000 kWh of electricity

during the year

• Completed the transition from LPG to

electric forklifts at our manufacturing and

distribution sites. While we still operate

gas forklifts in the Branch Network, they

are low usage

• Maintained the proportion of renewable

electricity we procure, achieving 95%

in 2025 and 2024

• Continued to work on fleet and van

optimisation across the business, with

all Branch Network vehicle and recycling

fleet telematics installations completed

in 2025. The objective of telematics

is to reduce costs and emissions

by improving the efficiency of route

planning and load maximisation

• LED lighting installations completed

at Alunet Systems and JDUK.

Environmental Leadership

Sustainability Report continued

Eurocell plc Annual Report and Accounts 202528

Scope

2025

ktCO

2024

ktCO

Movement

ktCO

e %

Use of Sold Products 0.9

Not

Applicable

in 2024 0.9

First-time

calculation

End-of-life Treatment 1.5 1.3 0.2 8.7%

Downstream Leased Assets Not Applicable

Franchises Not Applicable

Investments Not Applicable

Total Scope 1, 2 and 3 (Location-based) 210.3 193.5 16.8 8.7%

Total Scope 1, 2 and 3 (Market-based) 202.7 184.0 18.7 10.2%

Intensity ratio (tCO

e per £m of revenue) – Location-based 521 541 (20) (3.7)%

Intensity ratio (tCO

e per £m of revenue) – Market-based 502 514 (12) (2.3)%

Energy

2025

MWh

2024

MWh

Movement

MWh %

Total non-renewable fuels consumption 41,113 40,829 284 0.7%

Total renewable fuels consumption – – – –

Total renewable electricity consumption 46,728 48,805 (2,077) (4.3)%

Total non-renewable electricity consumption 2,350 2,382 (32) (1.3)%

Total renewable energy consumption 46,728 48,805 (2,077) (4.3)%

Total non-renewable energy consumption 43,463 4 3, 211 252 0.6%

Total energy consumption 90,191 92,016 (1,825) (2.0)%

Notes to table:

We operate only within the United Kingdom and so values are for UK operations only.

* An error in an emissions factor was identified in the Scope 2 (Market-based) calculation in 2024. This has been restated in the emissions table where appropriate.

Notes to calculations:

• Emissions and energy data presented for 2024 and 2025 is based on management estimates

• To calculate our emissions and energy usage data, we have followed the 2019 UK Government environmental reporting guidance. We have used the GHG Protocol

Corporate Accounting and Reporting Standard (revised edition). The Greenhouse Gas Protocol standard covers the accounting and reporting of seven greenhouse

gases covered by the Kyoto Protocol. We are reporting our Scope 3 emissions, with guidance from the GHG Protocol Corporate Value Chain (Scope 3) Accounting

and Reporting Standard and the GHG Protocol Technical Guidance for Calculating Scope 3 Emissions, as required

• We have reported on all of the material emission sources from within the operational boundaries of the Group, as required under the Companies Act 2006 (Strategic

Report and Directors’ Reports) Regulations 2013 and under the UK’s Streamlined Energy and Carbon Reporting (‘SECR’) requirements

• The Group has defined its organisational boundary using an operational control approach. Our reporting of Scope 1 and 2 emissions and energy data covers 100% of

our global operations. Furthermore, our reporting of Scope 3 emissions covers 100% of our upstream and downstream value chain

• The emission factors from the UK Government’s GHG Conversion Factors for Company Reporting 2025 (the Department for Energy Security & Net Zero (‘DESNZ’)

factors) have been used for all Scope 1 and 2 categories and the majority of Scope 3 categories. For spend-based calculations, the UK Environmentally-Extended

Input-Output (‘EEIO’) model factors were used. For weight-based calculations, EcoInvent and Idemat factors were used

• In line with the Greenhouse Gas Protocol, we continue to review our reporting in light of any changes in business structure, calculation methodology and the accuracy

or availability of data.

Eurocell plc Annual Report and Accounts 2025 29

Strategic Report Corporate Governance Financial Statements

Energy consumption and

emissions performance

Our Scope 1 emissions increased slightly

year-on-year, due to gas consumption at

Alunet and increased LPG consumption

for packaging at Vista. This was partially

offset by fuel decreases at our main

operational sites, where we have replaced

14 LPG trucks with nine electric trucks at

the end of 2024. Periods of operational

downtime due to plant breakdowns in the

recycling business also reduced the fuel

consumed by our core fleet.

Location-based Scope 2 emissions

fell 18% to 8.7 ktCO

e, largely due to

a decrease in the appropriate DESNZ

emissions factor. Market-based Scope

2 emissions remained stable at 1.1

ktCO

e. Eurocell Recycling North (‘ERN’),

where the landlord contracts for power

on our behalf, remains the only Eurocell

facility without a renewable electricity

contract. However, as noted elsewhere

in this Annual Report, following a site

consolidation project, we expect to exit

ERN at the end of 2026.

In combination, our location-based Scope

1 and 2 emissions (18.5 ktCO

e) have

decreased by 8% compared to 2024,

whereas our market-based Scope 1 and 2

emissions (10.9 ktCO

e) have increased by

3% compared to 2024.

We have calculated our Scope 3

emissions for 2025 to be 191.8 ktCO

compared to 173.3 ktCO

e in 2024,

an increase of 11%. This reflects the

incorporation of Alunet into our footprint,

which particularly has driven the

increase in our Category 4 (Upstream

Transportation) emissions. Substantial

increases in some EEIO emissions factors

used in our spend-based calculations (see

notes to calculations) has also led to the

increases in our Category 1 (Purchased

Goods andServices) and Category 2

(Capital Goods) emissions.

We have improved our Category 3 (Fuel

and Energy-related Activities) calculation

methodology this year, to better account

for the type of renewable instrument

through which the majority of our

electricity is procured, which has caused

these emissions to increase by 137%.

Methodology improvements were also

implemented in Category 7 (Employee

Commuting), which has caused these

emissions to increase by 53%. These

increases were not material to our overall

footprint, however, so no restatement of

2024 figures were required.

Category 10 emissions (Processing of

Sold Products) decreased year-on-year,

largely because less PVC pellets were sold

externally and customer electricity use

per tonne of profile fabricated decreased,

alongside a decrease in the UK emissions

factor for electricity.

We have incorporated Category 11 (Use of

Sold Products) into our carbon inventory

for the first time this year, to capture

electricity use associated with

motor-powered doors sold by Alunet.

Overall, our total (Scope 1, 2 and 3)

location-based emissions have increased

by 9%, and total market-based emissions

increased by 10%, compared to 2024,

largely due to the inclusion of Alunet

emissions from March. As a result, after

including Alunet revenues, energy intensity

stayed reasonably consistent year-on-year.

Our total energy consumption

(90,191MWh) decreased slightly (2%)

compared to 2024, reflecting lower year-

on-year production at Eurocell, partially

offset by the impact of Alunet.

Water consumption

Our main use of water is in the cooling

process for extrusion, but it is also used

towash scrap PVC, remove impurities

inour recycling operations and for

employee welfare.

We have a closed loop water recycling

system in extrusion, and water supply bills

are scrutinised for abnormalities that would

indicate a leak, following which the water

provider would be contacted for repair.

The system significantly reduces the

environmental impact of our processes,

by conserving local water resources and

reducing the amount of contaminated or

unfiltered water entering back into the local

environment. Minimising consumption and,

therefore, reducing disposal costs also has

a financial benefit to our business.

We use only potable water, supplied directly

by the water provider, which is suitable for

drinking. We do not abstract any ground or

surface water. None of our sites are located

in high flood-risk areas and all sites are

provided with adequate welfare facilities,

inaccordance with governing legislation.

Water usage was identified as a key issue

for our stakeholders in our ESG materiality

assessment. Over the last few years, we

have strengthened our material recovery,

including improved water circularity. We

will continue the work to improve our water

usage data collection, and thereafter to

define targets to increase water efficiency

in our operations. This is dependent

on investment and process changes to

improve our existing closed-water loop

cooling systems.

Waste management

Our business and operations result

in waste, and we are committed to

controlling, recovering and reusing waste

wherever possible. We promote the

efficient use of resources and materials

across our facilities to help reduce waste.

We have a sustainable procurement policy,

and we actively seek to source sustainable

products from suppliers that are made

from recycled material wherepossible.

2025 data in the table below includes

Alunet from the acquisition in March.

Total waste (kt) 2025 2024

To landfill 1.0 0.6

Recycled 17. 5 16.6

Diverted from landfill 8.3 6.9

Total 26.8 24.1

We continue to work towards our

commitment to send a maximum of 1% of

waste to landfill by 2030, and are pleased

to have met our interim target (5% by

2025) this year, with only 4% of our total

waste sent to landfill.

However, our waste recycled proportion

fell to 66% in 2025 (2024: 69%), as

we have worked to clear the volume of

by-product stored at our recycling sites

in preparation for our site consolidation

plans, as well as our third-party waste

collector’s preference to incinerate rather

than recycle waste. We will continue

engaging with our third-party providers to

ensure as much of our waste is recycled

as possible. Including Alunet has also

impacted the overall recycling proportion,

with all waste assumed to go to landfill.

We, therefore, did not meet our interim

target to achieve 88% of waste recycled

by 2025, but remain committed to the

target to achieve 93% of waste recycled

by 2030.

Sustainability Report continued

Eurocell plc Annual Report and Accounts 202530

To support delivery of these targets,

we will continue to adopt our waste

management plan and focus on improving

the processing of by-products from our

recycling process (metal, rubber, wood).

At third-party sites, which act as collection

and delivery hubs for old windows, which

have been replaced, we are implementing

processes that allow for cleaner waste

streams. We will also continue to develop

partnerships with waste services providers,

to optimise end-to-end material recovery.

Packaging accounts for c.5% of the

waste we generate. We aim to reduce this

by using thinner materials and packaging

with more recycled content, both for our

own products and in the delivery of raw

material to our sites.

Hazardous materials

We do not use significant amounts of

hazardous materials. In our extrusion

business, we do not use phthalates,

cadmium or lead-based stabilisers.

Inour recycling operation we monitor the

cadmium and lead contamination levels

within feedstock, to ensure compliance

with governing legislation.

Very small quantities of other hazardous

materials are currently used as additives

within our product mix, but these

are rendered non-bioavailable when

encapsulated by the polymer structure.

Inaddition, we have a specific requirement

within our new product introduction process

to reduce any use of hazardous materials.

Eurocell plc Annual Report and Accounts 2025 31

Strategic Report Corporate Governance Financial Statements

Sustainable Products

Innovative low-carbon products

We are committed to minimising the

environmental impact of our products

throughout their lifecycle. Our use of

recycled PVC provides low-embodied

carbon products for customers and

prevents PVC waste from going to landfill.

We also focus on developing thermally

efficient products that help our customers

minimise heat loss and reduce their

energycosts.

Recycling operation

We are proud to be a leading UK-based

recycler of PVC windows. Our extensive

recycling capacity sits at the heart of our

operations, our sustainability strategy, and

will be critical to our Net Zero ambitions.

Our recycling operations process

post-industrial and post-consumer waste

into recycled material, c.60% of which

is then used in our own operations to

produce ourproducts.

Most of the remaining by-product is scrap

metal, which is sold to metal recyclers,

with very little sent to landfill.

Recycling operation benefits:

• Commercial: Addresses customer

demand for sustainable, low-carbon

products

• Economic: Increases profits when the

production cost of recycled compound

is lower than the purchase price of virgin

PVC compound

• Carbon savings: Lower-embodied

emissions of recycled material are

crucial for Net Zero transition and

meeting SBTi targets.

2025 performance:

• 28.1k tonnes of post-consumer waste

and 8.4k tonnes of post-industrial

wasterecycled

• 16.0k tonnes of recycled materials

were used in manufacturing our rigid

PVC profiles, and 6.8k tonnes used

in 100% recycled products or sold to

tradeextruders

• Recycled PVC represented 30% of

total raw material consumption (2024:

32%), with the small reduction reflecting

product mix and lower volumes, as well

as some unscheduled plant downtime

caused by equipment breakdowns.

Our ambition

Our ambition for PVC extrusion is to

achieve 36% recycled content by 2030,

and this represents an important part of

our Net Zero Transition Plan.

Delivery will be dependent on several

factors such as:

• Operational capacity – increased

recycled content will likely require further

investment in co-extrusion capacity

andtooling

• Supply of recycled feedstock –

to reach our recycled content target,

alongside our sales growth ambitions,

will require an increase in feedstock

supply at acceptable purchase prices

• Legislative limitations – we will

need to monitor any future changes in

legislation and understand the potential

impact on our targets

• Technological limitations – it is not

currently commercially viable to use

large quantities of recycled PVC in foam

profile products.

As described above, we will review how

the Alunet group of companies fit into our

Net Zero transition pathway during 2026.

The percentage of our revenue from

low-carbon products this year was 21%

(2024: 22%). This represents all products

that are co-extruded (contains recycled

and virgin PVC content) or 100% recycled.

Likewise, 38% of Alunet’s revenues in

2025 were from low-carbon products

(defined as containing recycled aluminium).

Thermally efficient products

Our window and door products are

designed for enhanced thermal efficiency

through low-thermal conductivity,

measured by U-values. Our mainstream

PVC fenestration products meet the

proposed Future Homes Standard level of

1.2 W/m

K, with some products reaching

as low as 0.8 W/m

K. For Alunet Systems,

the Aluna+ window is designed to exceed

current building regulations, achieving

a U-values as low as 1.3 W/m

K with

standard double glazing, and 0.9 W/m

with triple glazing.

Sustainability Report continued

Eurocell plc Annual Report and Accounts 202532

End of life

It is our aim to continue to recycle as

much PVC as possible, moving where

practical towards closed-loop recycling,

whereby windows and other PVC profiles

are continually recycled into new products.

Our PVC profiles can be recycled up to ten

times and have a life span of around 100

years. While products manufactured by

Alunet Systems are not currently recycled,

the aluminium we purchase from our

two biggest suppliers is 75% and 53%

recycled respectively.

Responsible sourcing

We source raw materials and traded

goods from manufacturers worldwide.

We have systems and processes in

place to maintain ethical and sustainable

relationships. These include

pre-appointment checks, in-life supplier

reviews and contractual provisions for

compliance with regulatory standards.

TheHead of Procurement manages

supplier relationships and value chains.

Product quality and safety

Our goal is to provide high-quality

products and services that satisfy our

customers’ requirements. We conduct

thorough testing on all products for

both quality and product safety reasons.

We aim to continuously improve our

performance and adhere to ISO 9001

and other quality standards. All our

manufacturing sites are accredited to

ISO 9001, except for Alunet Systems,

where the objective is to undertake

the accreditation process in 2026. We

also provide training and support to

our colleagues, so they are able to play

their part in delivering high standards for

ourcustomers.

Aluna+ Window:

Redefining the future of aluminium

Alunet’s new Aluna+ window system offers significant

improvements in product sustainability performance and

manufacturing efficiency, and also simplifies the window

fabrication process for customers. This supports our

objective to prioritise delivery of stronger environmental

and operational benefits across the product range.

Aluna+ is a versatile aluminium system. It was designed to

exceed current building regulations, achieving U-values

as low as 1.3 with standard double glazing, and 0.9 with

triple glazing. By meeting regulatory requirements without

the need for additional foam, Aluna+ offers immediate

compliance with minimal complexity. The system also

allows up to 20% more natural light through standard

double glazing.

Aluna+ has 30% fewer parts, focusing on a simplified

modular design with engineered polyamide thermal breaks.

This results in reduced stockholding, faster fabrication

times and a reduction in manufacturing waste. These

improvements support a lower fabrication carbon footprint

and make Aluna+ one of the easiest window systems to

manufacture in the market.

Case Study

Eurocell plc Annual Report and Accounts 2025 33

Strategic Report Corporate Governance Financial Statements

Ethics and Compliance

Modern slavery

We have zero-tolerance for any form of

modern slavery or human trafficking, and

are committed to preventing modern

slavery and human trafficking in our

business activities and supply chains.

We support the aims of the UK’s Modern

Slavery Act and publish our Anti-Slavery

and Human Trafficking Statement, which

is approved by the Board annually, on our

website at: investors.eurocell.co.uk.

We also conduct ongoing reviews of our

suppliers to identify any potential risks.

In addition, our employee induction

process includes mandatory training

on our Modern Slavery and Human

TraffickingPolicy.

Whistleblowing

We are committed to the highest

standards of openness, honesty, integrity

and accountability. The Group has a

Whistleblowing Policy, and we take active

steps to raise employees’ awareness

of our whistleblowing platform. Work is

underway across Alunet to embed our

Whistleblowing Policy and procedures.

This Policy makes all employees aware

that they should report any serious

concerns or suspicions about any

wrongdoing or malpractice on the part

of any colleague of the Group, without

fear of criticism, discrimination or reprisal,

as well as the procedure for raising such

concerns. All whistleblowers are protected

under the Public Interest Disclosure Act.

Our independent whistleblowing

hotline, which supports confidential and

anonymous reporting, is available to all

employees, contractors and suppliers,

24/7, 365 days a year. Each case is

investigated confidentially by the business

with appropriate response measures

taken. Whistleblowing cases are reported

to the Audit and Risk Committee and

ultimately to the Board.

Any reports are assessed by our triage

team and also reported to Alison Littley,

Non-executive Director and Board

Whistleblowing Champion. In 2025, three

reports were raised via the Whistleblowing

procedure (2024: four). Each case was

found to represent a colleague grievance

matter, rather than a whistleblowing event,

and no wrongdoing trends were identified.

Anti-bribery and corruption (‘ABC’)

We are committed to acting fairly and

with integrity, and take a zero-tolerance

approach to bribery, corruption or

any other unethical or illegal business

practices. Applying to all employees and

suppliers, we explicitly prohibit any form of

bribery or corruption, including:

• Money laundering

• Facilitation payments, which are typically

unofficial payments made to secure or

expedite a routine government action by

a government official

• Kickbacks

• Political contributions

• Sponsorships.

In addition, we are committed to

minimising any conflicts of interest,

whereby an individual’s personal interests

may compromise their judgement in the

workplace, that may arise.

We will take disciplinary and/or legal action

as appropriate in all cases of actual or

attempted fraud across all operations. We

will not obstruct any formal investigations

or legal proceedings relating to any

incident of corruption at Eurocell.

All staff complete training on our

Anti-Bribery Policy as part of their

induction, and are subsequently required

to complete refresher training each

year. In 2025, there were no incidents of

employees being disciplined or dismissed

due to non-compliance with our

Anti-Bribery Policy (2024: nil) across

theGroup.

The Audit and Risk Committee, ultimately

reporting to the Board, is responsible for

reviewing the policies and procedures in

place to prevent bribery, and for ensuring

compliance across the Group. The

Committee is satisfied that the Group’s

procedures with respect to these matters

are adequate.

Human rights

Although we have identified human rights

as a material topic, we do not consider

human rights issues to be a material risk

for the Group due to the existing regulatory

frameworks in the UK, within which our

operations are confined. We do, however,

acknowledge there is greater risk in our

supply chain, and are, therefore, committed

to conducting due diligence across our

supply chain, in line with the Modern

Slavery Act. Alunet shares a similar risk

profile, and plans to extend our human

rights due diligence requirements to its

largest suppliers in 2026.

Employees and other relevant internal

and external stakeholders can report any

concerns relating to human rights across

Eurocell’s direct operations or supply chain

through our confidential whistleblowing

channel. No violations on human rights

have been reported in 2025 across the

combined Group, or in the previous

threeyears.

Sustainability Report continued

Eurocell plc Annual Report and Accounts 202534

Information systems and

technology (‘IS&T’)

At Eurocell we respect the privacy of

colleagues, customers, suppliers and all

other parties with which we interact. We

seek to minimise the amount of personal

data we collect, and to ensure the robust

and sufficiently segregated storage of any

data that is held.

Information security and cyber threats are

increasing risks. Cyber security, therefore,

continues to receive considerable

management attention, as well as focus

from the Audit and Risk Committee and

the Board. This is also reflected in the

results of our ESG materiality assessment,

which placed cyber and data security

among the most material issues facing

thebusiness.

This year, we have engaged with a

third-party expert to undertake an

extensive review of our technical cyber

capabilities, including simulated attacks.

We are pleased to report that no

material technical risks were identified

for which mitigation (typically in the form

of prevention and detection measures)

was not already in place. In addition,

wecontinue to operate:

• An extensive programme of mandatory

cyber security training to all colleagues,

through a series of monthly short videos

and quizzes covering a range of security

threats and ways to mitigate the risks

• Ongoing strengthening of cyber risk

detection tools, including vulnerability

analysis penetration testing

• Ongoing strengthening of incident

response measures, including managed

detection and response (‘MDR’),

security instant event monitoring

(‘SIEM’), privileged access management

(‘PAM’) and firewall hardening

• Business continuity plans, making

appropriate updates and adjustments

asneeded.

Prior to the acquisition, Alunet operated

with a reasonable level of cybersecurity

in place. Following the acquisition,

we implemented enhanced controls,

including endpoint protection, followed

by mandatory cyber training and regular

phishing simulations. Alunet is being

progressively integrated into Eurocell’s IT

systems, policies and procedures.

Tax transparency

We recognise the responsibility we have

to our stakeholders and communities to

set the highest standards of corporate

conduct, and paying the right amount

of tax is fundamental to this. Across our

entire operations, we are committed to

compliance with tax law and practice, and

are committed to compliance with the

spirit as well as the letter of the law.

Our Tax Strategy is reviewed, discussed

and approved by the Board annually

andour Tax Policy is available at:

investors.eurocell.co.uk. The Audit and

Risk Committee periodically reviews the

Group’s tax affairs and risks.

We have held the Fair Tax Mark

accreditation since 2019. Fair Tax Mark

is an independent certification, which

recognises organisations that demonstrate

they are paying the right amount of

corporation tax in the right place, at the

right time.

Section 172 statement

The Board reviews all matters and

decisions through the consideration and

discussion of reports, which are sent in

advance of each of their meetings and

through presentations to the Board. When

the Directors discharge their duty as set

out in section 172 of the Companies Act

2006 (‘section 172’ or ‘s.172’), they have

regard to the other factors set out on

page70.

The Directors are required to include a

statement of how they have had regard to

stakeholders and the other factors set out

in section 172(1) (a) to (f) when performing

their duty. The full s.172(1) statement

may be found on pages 70 to 73. On

these pages, we have set out examples

of how the Directors have had regard

to the matters in s172(1) (a) to (f) when

discharging their section 172 duty.

Non-financial and sustainability

information

In order to consolidate our reporting

requirements under sections 414CA and

414CB of the Companies Act 2006 in

respect of Non-Financial Reporting, the

table on page 85 shows where in this

Annual Report and Accounts to find each

of the disclosure requirements.

Eurocell plc Annual Report and Accounts 2025 35

Strategic Report Corporate Governance Financial Statements

We recognise that climate change poses

significant risks and opportunities to our

business and stakeholders. Our TCFD

report demonstrates how we incorporate

climate-related risks and opportunities into

the Group’s strategic planning, decision

making and risk management processes,

aligned to our Net Zero ambition.

With our near-term and Net Zero

emissions reduction targets now validated

by the SBTi, our efforts this year have

focused on incorporating Alunet into our

climate-related risk management. This

has included initial steps to integrate

Alunet into our governance processes,

conducting an assessment of physical

hazard exposure across the Alunet

portfolio, calculating Alunet’s emissions

footprint, and capturing Alunet’s

performance into our risk assessment

through financial quantification,

wherepossible.

The Board considers that the

climate-related risks and opportunities

of the business are integrated with the

risks and opportunities of the Group,

and as such, any climate-related impact

on the Group would originate in the

operating businesses. The assessment

of the impact of climate change on the

value of the Group is carried out at least

annually, or when a triggering event

occurs, and no impairment charge has

arisen. The interests of the Group’s

internal and external stakeholders are also

considered as part of this assessment,

whenappropriate.

The Board has noted the requirement for

mandatory climate-related disclosures

arising from the Companies (Strategic

Report) (Climate-related Financial

Disclosure) Regulations 2022, as well

as FCA UK Listing Rule 6.6.6R. On

the following page we have set out our

climate-related financial disclosures,

cross referenced in the table opposite,

fully consistent and compliant with all

of the 11 TCFD recommendations and

recommended disclosures as detailed in

‘Recommendations of the Task Force on

Climate-related Financial Disclosures’,

2017, with additional guidance from

‘Implementing the Recommendations

of the Task Force on Climate-Related

Financial Disclosures’, 2021.

TCFD

We are

committed

to retaining

our status as

a leader in

sustainability

within the

fenestration

sector.

Task Force on

Climate-related Financial

Disclosures (‘TCFD’)

Eurocell plc Annual Report and Accounts 202536

Detail on the 11 recommended disclosures can be found on the following pages:

Recommendation Recommended disclosures Reference

Governance

Disclose the organisation’s

governance around climate-related

risks and opportunities.

a) Describe the Board’s oversight of climate-related risks and opportunities Page 37

b) Describe management’s role in assessing and managing climate-related

risks and opportunities

Page 38

Strategy

Disclose the actual and potential

impacts of climate-related risks and

opportunities on the organisation’s

businesses, strategy, and financial

planning where such information

ismaterial.

a) Describe the climate-related risks and opportunities the organisation has

identified over the short, medium, and long term

Pages

39 to 46

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

organisation’s businesses, strategy, and financial planning

Pages

39 to 46

c) Describe the resilience of the organisation’s strategy, taking into consideration

different climate-related scenarios, including a 2°C or lower scenario

Pages

39 to 46

Risk Management

Disclose how the organisation

identifies, assesses, and manages

climate-related risks.

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

climate-related risks

Page 39

b) Describe the organisation’s processes for managing climate-related risks Page 39

c) Describe how processes for identifying, assessing, and managing

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

riskmanagement

Page 39

Metrics and Targets

Disclose how the organisation

identifies,assesses, and manages

climate-related risks.

a) Disclose the metrics used by the organisation to assess climate-related risks

and opportunities in line with its strategy and risk management process

Pages

39 to 46

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

(‘GHG’) emissions, and the related risks

Pages

28 to 30

c) Describe the targets used by the organisation to manage climate-related

risks and opportunities and performance against targets

Page 22

Governance

Board oversight of climate-related

risks and opportunities

The Board reviews, and is ultimately

accountable for, all ESG matters, including

climate-related issues and progress

against climate-related targets. Board

expertise on climate change and ESG

more broadly is provided by Alison

Littley (Non-executive Director), Chairof

the Social Values and ESG Committee.

This Committee provides oversight of

the Group’s ESG programme, including

climatechange, and monitors progress

against climate-related targets.

The Committee includes four independent

Non-executive Directors, including Alison

Littley (Chair). The Chief Executive, Chief

Financial Officer, Chief Operating Officer

and our People Director, are also members

and it meets at least three times per

annum. Relevant senior management are

invited to attend Committee meetings as

appropriate to the agenda. Alison Littley

updates the Board on the activities of

the Committee at Board meetings, which

typically follow within one day of the

Committee meeting.

The Committee continues to access

specialist advice on ESG matters and has

received updates from expert sustainability

consultants over the course of the year.

The Committee will continue to oversee

and monitor progress towards our

Net Zero targets and receive regular

updates from Executive Committee

members on performance against the

key milestones of the Transition Plan. In

2026, we will re-baseline our SBTi targets

to capture Alunet’s baseline emissions

and incorporate Alunet into our Net

Zeropathway.

The Executive Committee has day-to-day

responsibility for identifying, assessing,

monitoring and managing risks. The

Committee meets monthly, with risk

management included as a standing

agenda item to facilitate the discussion

and management of any emerging or

increasing risks, including climate-related

risks (both physical risks at site level, and

transitional risks). Our operational and

commercial leaders also consider any

climate-related risks within their respective

business units, through discussions with

site managers, and local and regional

branch managers.

As previously noted, the Executive

Committee consolidates these discussions

with a full risk register review every six

months, with the results reported to the

Audit and Risk Committee.

Following the acquisition in March 2025,

we have established governance and

oversight procedures for the Alunet

group of companies and will continue

the process to fully integrate Alunet

into our climate-related governance

processes in 2026. The Alunet CEO joined

the Executive Committee immediately

following the acquisition. The managing

directors of Alunet’s four business units

report to Alunet’s CEO on a regular

basis(at least monthly), although

thisdoesnot yet formally capture

climate-relatedreporting.

Eurocell plc Annual Report and Accounts 2025 37

Strategic Report Corporate Governance Financial Statements

Climate-related governance framework

Operations Sales Vista

Identify, report and monitor site-level

climate-related risks

Local and regional branch leads

Identify, report and monitor branch-level

climate-related risks

Alunet

Systems

Comp

Door

JDUK

UK Doors

Midlands

Identify, report and monitor site-level

climate-related risks

TCFD continued

Board

Ultimately accountable for climate-related issues

Executive Committee

Responsible for operationalising the climate change multi-year plan

Day-to-day responsibility to assess, monitor and manage climate-related risks and opportunities

Social Values and ESG Committee

Formal oversight of climate change and

responsible for climate-related targets

Alunet

Climate-related risks are being assessed

for the first time with integration actions

Audit and Risk Committee

Supports the Board with responsibilities

for risk management

Profiles Division

Consolidate, monitor and manage

climate-related risks atsubdivisional

level shown below

Audit and Risk Committee

Responsible for integrating strategic

objectives into remuneration packages

Building Plastics Division

Consolidate, monitor and manage

climate-related risks atdivisional level

Eurocell plc Annual Report and Accounts 202538

Risk management

Group risk management

processoverview

The Board is also responsible for risk

management, supported by the Audit

and Risk Committee and informed by

the Executive Committee. The Board

defines risk appetite and monitors the

management of significant risks, including

climate-related risks and opportunities.

Climate-related risks are included in the

Group risk register, which is reviewed

and subsequently presented to the

Audit and Risk Committee by Executive

Management biannually. Responsibility

for each risk on the Group risk register

is allocated to a member of Executive

management, with responsibility for

sustainability and climate change risk

allocated to the ChiefExecutive.

Processes to identify, assess and

monitor climate-related risks

Sustainability and climate change is

deemed a principal risk for the Group,

and is, therefore, included on the strategic

riskregister.

Our risk assessment process considers

existing and emerging risks and all

risk categories outlined in the TCFD

recommendations in relation to our

operations. Climate-related risk

identification is performed both

bottom-up, through a detailed assessment

at operational site level, as well as

top-down, through an assessment

ofstrategic and market risks.

Site-level environmental risks, including

climate-related risks, are identified as

part of our operational risk assessments.

Our Head of Estates and Facilities

Management is responsible for identifying

and assessing the environmental risks

of existing and potential sites. Any risks

identified are escalated to the relevant

Executive Committee member, who

consolidates risks within their own area of

responsibility and reports to the monthly

Executive Committee meeting.

Identifying and assessing environmental

risks at our branch sites is largely via

environmental surveys. Our branches are

typically leased on individual ten-year lease

contracts, with five-year break clauses

that can be exercised if a risk becomes

unacceptable.

Environmental risks at our operational

sites are managed through the local

business continuity plans, held by our

operational managers for extrusion,

warehousing and secondary operations

sites respectively. The business continuity

plans are tested periodically and updated

for changes in circumstances or identified

improvements. We have enhanced

oursite-level assessment of physical

climate-related risks using a physical risk

analysis software tool, which has provided

greater depth to our risk analysis. In 2025,

we included Alunet’s portfolio of sites into

thisassessment.

Risk rating process

Climate-related risks are assessed and

prioritised in a similar way to all other risks

on the Group’s strategic risk register. Risks

are assessed on a five-point scale for both

the probability and impact of the risk

occurring, providing an overall risk rating

calculated by multiplying the probability

bythe impact.

The probability ranges from A (Almost

Certain) to E (Rare), while we assess the

impact on a scale of 1 (Very High) to 5

(Very Low). The impact rating is financial,

measured in absolute terms or as a

percentage of EBITDA per annum.

However, for certain risks, the impact

rating may also reflect the impact on the

Group’s reputation or on the environment,

or whether the effect is localised or

widespread. The resulting overall risk

rating categories are: Negligible, Low,

Medium, High or Critical.

Our assessment of climate-related risks

and opportunities is considered on a net

(mitigated) basis.

Risks on our strategic risk register are

generally assessed on a three-year

business planning cycle. Recognising

thelonger time horizon of many

climate-related risks, however, the

following timescales are applied:

Scale Criteria

Short

term

0–2 years (in line with our

strategic planning and risk

management horizon)

Medium

term

2 years–2034 (aligned to our

Interim Net Zero target in 2034)

Long

term

2034–2045 (aligned to our

NetZero target, the useful

life of our facilities and

encompassing long-term

policyand industry trends)

Managing and integrating climate

into wider risk management

As described above, risk management,

including climate change, is a standing

agenda item for the monthly meetings of

the Executive Committee. This includes

consideration of divisional-level risks and

the status of ongoing mitigating actions,

as well as a review of any emerging or

increasing risks. Every six months, each

division will conduct a review of its risks

with the Group Risk Management team

in advance of the Executive Committee’s

in-depth risk register review.

Alunet’s risk register is reviewed at

monthlymanagement meetings.

Climate-related risks and opportunities

have been assessed for the first time in

2025, through carbon footprinting, supplier

engagement, and site-level assessments

of exposure tophysical hazards. However,

further workis required in 2026 to fully

incorporate Alunetinto our climate-related

risk management process.

Eurocell plc Annual Report and Accounts 2025 39

Strategic Report Corporate Governance Financial Statements

Strategy

Our approach to climate scenario

analysis

Physical risks

In 2023, we undertook a substantial

analysis of the resilience of our business

model and strategy under the guidance

of an independent third-party consultant,

CEN Group. Exposure to physical risks

across Eurocell’s operational sites and a

selection of branch network sites were

analysed using four scenarios from the

Intergovernmental Panel on Climate

Change (‘IPCC’) embedded in the

geospatial modelling software used:

• RCP 2.6: a climate-positive pathway,

likely to keep global temperature rise

below 2°C by 2100. CO

emissions

startdeclining by 2020 and get to zero

by 2100

• RCP 4.5: an intermediate and probable

baseline scenario more likely than not to

result in global temperature rise between

2°C and 3°C by 2100 with a mean sea

level rise 35% higher than that of RCP

2.6. Many plant and animal species will

be unable to adapt to the effects of RCP

4.5 and higher RCPs. Emissions peak

around 2040, then decline

• RCP 7.0: a baseline outcome rather

than a mitigation target and represents

the medium-to-high end of the range of

future emissions and warming resulting

from no additional climate policy

• RCP 8.5: a bad case scenario where

global temperatures rise between

4.1–4.8°C by 2100. This scenario is

included for its extreme impacts on

physical climate risks as the global

response to mitigating climate change

is limited.

In 2025, a similar analysis was conducted

for Alunet’s portfolio of sites.

Transition risks and opportunities

For the transition risks and opportunities,

we have used the following climate-related

scenarios from the International Energy

Agency, which are far more descriptive

and useful for modelling more positive

climate outcomes. The scenarios have

been considered at a high-level, whereby

transition risks are generally greater (more

likely and with greater impacts) in the

lower-carbon scenario compared to the

higher-carbon scenario.

• Net Zero 2050 (‘NZE’): an ambitious

scenario that translates the 1.5°C goal

of the Paris Climate Agreement into a

global pathway for the energy sector.

The NZE scenario sees temperatures

rise by around 1.65°C above

pre-industrial levels before falling back

to 1.5°C by 2100. This meets the TCFD

requirement of using a ‘below 2°C’

scenario and is included as it informs

the decarbonisation pathways used by

the SBTi, which validates corporate Net

Zero targets and ambition

• Stated Policies Scenario (‘STEPS’):

a scenario which represents the roll

forward of already announced policy

measures. This scenario outlines a

combination of physical and transitions

risk impacts as warming exceeds 2°C

by around 2060 and reaches 2.5°C

by2100. This scenario is included as

itrepresents a base case pathway

witha trajectory implied by today’s

policy settings.

Climate-related risks and

opportunities

Seven climate-related risks and five

climate-related opportunities, that could

have a material impact on the Group, have

been identified, which are discussed below

on a net (mitigated) basis.

Following third-party and internal

analyses of these climate-related risks

and opportunities, our current view is that

significant financial planning or budgetary

change as a result of climate change is not

likely to be required.

Key risks

Six transitional, and one physical climate-related risks, have been identified.

Operational exposure to carbon pricing mechanisms TCFD Category: Transition (Policy and Legal)

Own operations

Higher costs associated with energy

Short-term

Impact: 4 (Low)

Likelihood: A (Almost certain)

Net Risk Rating: Medium risk

Scenario: NZE

Metrics: Scope 1 and 2 emissions

Risk

Increased operational costs as a result of exposure to carbon pricing mechanisms.

Description

The implementation of operational carbon pricing is one of the levers used by

regulators to achieve decarbonisation of energy and industrial production, either

through higher energy costs or direct carbon taxes applied to our gas and electricity

used (Scope 1 and 2 emissions). We forecast this impact to be greatest in the short

term, and to decrease over the medium and long term assuming we achieve emissions

reduction in line with our Net Zero ambitions. Forecast prices are greater in the

NZEScenario. The Company has not determined an internal carbon price.

Mitigation

The impact of the risk is expected to be moderated through our efforts to reduce

Scope 1 and 2 emissions, with the key actions identified and included in our Net Zero

Transition Plan. In 2026, we will be re-baselining our SBTi targets and updating our Net

Zero Transition Plan to capture Alunet.

TCFD continued

Eurocell plc Annual Report and Accounts 202540

Carbon pricing in the value chain TCFD Category: Transition (Policy and Legal)

Upstream

Increased cost of purchased goods and

inbound transportation

Short-term

Impact: 3 (Medium)

Likelihood: A (Almost certain)

Net Risk Rating: High risk

Scenario: NZE

Metrics: Scope 3 emissions (Category 1)

Risk

Increased costs throughout the supply chain due to carbon pricing pressure.

Description

Our ability to continue to reduce emissions in line with our 2045 Net Zero target will

be influenced by some factors beyond our control, such as the decarbonisation

of electricity grids, increased costs of raw materials as suppliers work to meet

decarbonisation targets, and the development of zero emissions transportation.

Investment in lower-carbon processing, equipment and facilities impacts the cost

of raw materials. The development of a low-embodied carbon alternative to virgin

PVC resin at a commercial price is the most significant of these supply chain risks

for Eurocell, which could lead to increased costs. The fossil fuel industry is exposed

to global regulatory and policy decisions in the drive to reduce emissions, and these

changing policies may also impact the reliability of our supply chain and the price of

our key raw materials.

The EU’s Carbon Border Adjustment Mechanism (‘CBAM’) has entered the definitive

phase in 2026, and the UK is planning to introduce similar legislation in 2027. With

aluminium as a primary raw material, Alunet may be the first entity of the Group to face

higher costs as a result of carbon price legislation.

Mitigation

We engage with key suppliers to understand their own plans to reduce emissions

and improve the sustainability of their products. We closely monitor the development,

availability, pricing, quality and carbon footprint of new products that produce PVC

from alternatives to fossil fuels, such as bio-based raw materials. Alunet is engaging

with suppliers to identify and limit CBAM pricing impacts in the short term.

Failure to achieve our recycling targets TCFD Category: Transition (Market, Reputation)

Own operations and Upstream

Higher costs, lower revenue

Medium and long-term

Impact: 1 (Very high)

Likelihood: C (Possible)

Net Risk Rating: Critical risk

Scenario: STEPs

Metrics: Scope 3 emissions; % of

recycled PVC used in production

Risk

Failure to reduce carbon emissions through inability to increase the proportion of

recycled PVC used in production.

Description

Increasing the proportion of recycled PVC in our products is important to our Net Zero

transition. Our medium-term target for PVC extrusion is to increase this to 36% by

2030 to reduce upstream Scope 3 emissions. The biggest risks to achieving our target

are the availability of sufficient feedstock at acceptable prices, and having sufficient

operational (recycling) capacity to process these quantities. These risks increase in

the medium and long term, as we need to source sufficient feedstock to achieve

our targets and match our planned growth, and investment to increase operating

(recycling) capacity is likely to be required. We also require building standards and

regulations to continue to support the use of recycled PVC. Likewise, Alunet purchases

aluminium profiles containing recycled aluminium from some of its largest suppliers.

In 2026, we will consider how to embed Alunet into our targets and Net Zero transition

pathway more broadly.

Mitigation

To source sufficient material for recycling, we will engage with existing and potential

new suppliers, housing associations and fabricators to maintain and increase our

supply of waste PVC, using longer-term contracts with larger suppliers where possible.

We will continue to invest in research and development, and tooling to increase the

yield in our recycling plants, and have site consolidation plans commencing in 2026

to help reduce periods of operational downtime and lower costs. We will consider

further investment in recycling capacity as markets evolve. We will also engage with

governmental and industry bodies to help shape product and building standards to

support increased use of recycled PVC in our products.

Eurocell plc Annual Report and Accounts 2025 41

Strategic Report Corporate Governance Financial Statements

Cost of capital and investor interest linked

tosustainability criteria

TCFD Category: Transition (Market, Reputation)

Own operations

Higher cost of capital

Medium-term

Impact: 5 (Very low)

Likelihood: B (Likely)

Net Risk Rating: Low risk

Scenario: NZE

Metrics: Scope 1, 2 and 3 emissions;

UKinterest rates

Risk

Increased cost of capital and/or decreased access to funding through failure to meet

performance and disclosure requirements.

Description

Investor and lender expectations in relation to sustainability performance and

disclosure can create risks for the availability and cost of capital. With our £75 million

revolving credit facility now refinanced and extending out to 2030, our funding risk is

minimal in the short term. However, over the long term, investors and banks may be

more stringent and withdraw funding or apply punitive charges if ongoing targets on

emission reduction are not aligned to regulations or their own Net Zero targets.

Mitigation

We remain in continued dialogue with lenders, rating agencies, investors and

sustainability experts to ensure our climate change disclosure is in line with regulatory

requirements. Completing a materiality assessment and incorporating the views of

investors and banks, has ensured we are focused on priority ESG topics, with action

plans to reduce emissions built into our Net Zero Transition Plan, including associated

targets and KPIs.

Customer and consumer pressure TCFD Category: Transition (Market, Reputation)

Downstream

Lost revenue

Medium-term

Impact: 3 (Medium)

Likelihood: B (Likely)

Net Risk Rating: High risk

Scenario: NZE

Metrics: Scope 3 emissions; thermal

efficiency of products (U-value)

Risk

Loss of customers and revenue through failure to meet customer standards and

consumer preferences.

Description

Large housebuilders generally prefer suppliers who are at the forefront of embodied

carbon reduction and who supply products, which reduce energy use. If we do not

continually improve our performance in this area, including meeting the relevant

disclosure or regulatory requirements as they develop (e.g. disclosure of embodied

carbon in the products we supply), we could, over time, lose customers and market

share. In addition, consumer awareness of their own carbon footprint is continuing

toincrease and a growing desire for sustainable living is resulting in changes to

demand patterns, with a preference for lower-embedded carbon products. There is a

medium-term risk that some product lines will no longer be of interest to customers

aligning with Net Zero.

Mitigation

We engage with customers to ensure new products are designed to meet their

changing requirements, and that our targets are aligned with theirs, and meet internal

and external environmental requirements. We focus on energy efficient products and

improved insulation to enable housebuilders to achieve desired EPC ratings on their

new builds and meet the technical specifications they require for zero carbon homes.

Our full carbon footprint analysis, including Scope 3 emissions, will enable us to

calculate the embodied carbon in our profile if required.

TCFD continued

Eurocell plc Annual Report and Accounts 202542

Existing and emerging government standards

andregulation

TCFD Category: Transition (Policy and Legal)

Own operations

Higher costs/disruption of production

Medium-term

Impact: 4 (Low)

Likelihood: B (Likely)

Net Risk Rating: Medium risk

Scenario: NZE

Metrics: R&D expenditure to meet

regulatory standards

Risk

Increased costs of production and associated R&D to ensure products meet

increasing government standards. Possible disruption to production as standards

areimplemented.

Description

The Group may be adversely affected by changes in government and other regulations

relating to the manufacture and use of materials and resources; particularly energy

use in homes and carbon commitments, as well as the use of plastics and polymers

in our manufacturing process. The Future Homes Standard (‘FHS’), which is due to be

published in 2026, requires a 75–80% reduction in carbon emissions from new homes.

These specifications will need to be met when constructing, extending or renovating

UK homes, and large housebuilders aiming to achieve ‘zero-carbon homes’ will likely

focus on using products that help customers save energy. If products do not align to

these new standards, we could lose market share and suffer reputational damage.

Mitigation

We engage and consult regularly with regulators and participate in the Future Homes

Hub to support the Future Homes Delivery Plan – a sector-wide plan to embed key

environmental issues into housebuilding. We have established an R&D programme and

several of our products already meet the proposed FHS regulations. We also engage

with customers and suppliers to support meeting future regulations. We are developing

thermally efficient products to help our customers minimise heat loss, such as the

Modus triple glazed widow and Alunet’s Aluna+ window.

Flood risk TCFD Category: Physical (Chronic)

Own operations

Higher costs/disruption of production

Short, medium and long-term

Impact: 5 (Very low)

Likelihood: C (Possible)

Net Risk Rating: Negligible risk

Scenario: RCP 8.5

Metrics: Number of flooding incidents;

costs of flood incidents

Risk

Cost of damages, lost revenue (loss of sales and disruption to operations), and

increased insurance premiums resulting from increasing flood events across

operational and branch sites.

Description

Changing weather patterns and an increase in the number and severity of extreme

weather events have caused issues relating to flooding across the United Kingdom.

Geospatial modelling software was used to assess physical climate risk across all

Eurocell and Alunet operational sites, and a cross section of branches. Of the sites

assessed, no material flood risks were identified. Given the current flooding issues in

the UK, we consider flood risk to be the most significant (though low) physical risk to

the Group and to increase in higher temperature scenarios.

Mitigation

All divisions have business continuity and recovery plans, which monitor risks to staff

and premises from metrological events. Additionally, all sites have flood damage

insurance cover with limits that reflect the magnitude of risk. The diversified locations,

as well as flood risk assessment prior to lease contracts being signed, mean it is

unlikely that several sites would flood at any given time, and hence the financial impact

would be minimal.

Eurocell plc Annual Report and Accounts 2025 43

Strategic Report Corporate Governance Financial Statements

Key opportunities

Five opportunities have been identified that could have an impact on our business, either through enhanced

revenues or decreased costs and emissions.

Increased recycling, process innovation

andmaterialefficiency

TCFD Category: Resource Efficiency

Own operations/downstream

Decreased costs

Long-term

Impact: 3 (Medium)

Likelihood: D (Unlikely)

Net Rating: Medium opportunity

Scenario: NZE

Metrics: Scope 3 emissions; revenues

from energy-efficient products

Opportunity

Cost and emissions reductions through increased recycling, use of lower-carbon raw

materials, and production and material efficiency.

Description

The use of recycled PVC pellets typically has an embodied carbon footprint c.50%

lower than virgin PVC pellets. The cost of producing recycled material is typically

(but not always) lower than the purchase cost of virgin material, and substantially

lower than the cost of alternative resins that will otherwise be required to meet our

Net Zero ambitions. Therefore, products manufactured through efficient processes

with increased recycled material content can lower our cost of production and

reduce carbon emissions, and are an important part of our transition to Net Zero.

This opportunity is expected to be greater in the NZE scenario as the policy focuses

oninitiatives to reduce carbon emissions is higher.

Strategy to realise opportunity

We have targets to increase the proportion of recycled material in our products. In2025,

we have also continued to use a lower-embodied carbon PVC resin (37% below the EU

average) in our Modus profile. The replacement cycle for our extrusion plant allows us to

progressively capture production efficiency gains through use of the latest technology.

We will continue to invest to improve the efficiency of our existing extrusion and recycling

plants and increase their production yield. This includes site consolidation plans, which

should lower cost and reduce periods of operationaldowntime.

Product design – resource and thermal efficientproducts TCFD Category: Product and Services, Market

Own operations/downstream

Increased sales

Medium and long-term

Impact: 1 (Very high)

Likelihood: B (Likely)

Net Rating: Critical opportunity

Scenario: NZE

Metrics: Scope 3 emissions; revenues

from energy-efficient products

Opportunity

A growing market for thermally efficient products leading to increased revenue.

Description

Products, which are thermally efficient, will reduce consumer energy use, as well

as help housebuilders achieve zero-carbon homes and meet the FHS. Consumer

awareness of home improvement as a means of reducing heating bills is driving

some demand for earlier replacement of old windows and other products such as

conservatory roofs. Innovative product design is key to continued revenue growth and

also helps to maintain competitive positioning. We focus on improving airtightness,

insulation and energy efficiency, and expect the demand for these products to increase

with the adoption of the FHS.

Strategy to realise opportunity

We allocate a proportion of R&D and marketing spend to low-carbon products and

collaborate with key customers to develop best-in-class, resource and thermally

efficient products. We have a dedicated technical centre focused on product

enhancement and development of innovative new products is an important objective.

For example, the Modus triple glazed window significantly reduces heat loss in houses

due to its superior insulation properties. It also includes more than 50% recycled PVC.

In addition, our new flat rooflight (Luma) and Alunet’s Aluna+ range have strong thermal

insulation characteristics. We expect products such as these to grow as consumers

and housebuilders focus on reducing their carbon footprint.

TCFD continued

Eurocell plc Annual Report and Accounts 202544

Water and waste savings TCFD Category: Resource Efficiency

Own operations

Decreased costs

Medium-term

Rating: Low opportunity

Metrics: Water and waste costs per

annum; Scope 1 and 2 emissions

Opportunity

Operational cost savings through water and waste reduction.

Water savings

Description

There are opportunities to reduce water usage across the Group. Our main use of

water is in the extrusion cooling process and in washing of scrap PVC to remove

impurities before recycling.

Strategy to realise opportunity

Various initiatives are underway aimed at re-using factory water, including

improvements to our closed loop recycling system, where the water is filtered, purified,

and neutralised to maintain its quality.

This system significantly reduces the environmental impact of extrusion processes,

byconserving water resources and reducing levels of contaminated water released

intothe environment. It also minimises consumption and disposal costs.

Waste savings

Description

We aim to reduce and recycle general waste products and packaging wherever

possible. Packaging accounts for c.5% of waste generated by Eurocell and there is

potential to reduce it. There is also an opportunity to improve the processing of by-

products from our recycling process (metal, rubber, wood) to enable greater recycling.

We have a target to increase waste recycled by 2% per annum from our 2020 baseline

(resulting in 88% by 2025), and 1% per annum thereafter (resulting in 93% by 2030).

In 2025, 66% of our waste was recycled (2024: 69%). We have also committed to a

maximum of 1% of waste to landfill 2030.

Strategy to realise opportunity

We have a waste management improvement plan. At third-party sites, which act as a

collection and delivery hub for post-consumer waste windows, we are implementing

processes that allow for cleaner waste streams. We will continue to develop

partnerships with waste services providers, to optimise end-to-end material recovery.

We aim to reduce the environmental impact of our packaging through lowering the

amount of packaging used, including thinner materials, using packaging with more

recycled content and eliminating packaging made from single-use plastics.

Eurocell plc Annual Report and Accounts 2025 45

Strategic Report Corporate Governance Financial Statements

Decreasing the amount of energy used and increasing

the amount of renewable energy used

TCFD Category: Energy Source

Own operations

Reducing emissions

Medium-term

Impact: 5 (Very low)

Likelihood: A (Almost certain)

Net Rating: Low opportunity

Scenario: NZE

Metrics: Energy consumption; Scope 1

and 2 emissions

Opportunity

Operational cost savings through reduced energy consumption and reduced emissions

through using more renewable energy.

Decreasing the amount of energy used

Description

The Group’s near-term decarbonisation profile includes opportunities for energy

efficiency and electricity savings, which are further outlined in our Net Zero Transition

Plan, and largely include transition to electric alternatives where possible (such as in

our fleet and warehouse handling equipment), plus upgrading to newer, more energy

efficient technologies, such as heat pumps for heating and cooling purposes.

Strategy to realise opportunity

We continue to target operational efficiencies, including reducing idle time and

optimising temperatures on extrusion lines and chillers. We have also reviewed the

usage of compressed air and smart energy metering, leading to actionable outcomes

to reduce electricity usage. In addition, we are researching potential methods to reduce

the energy-intensive foiling process. Alunet is installing LED lights at several facilities.

Increasing the amount of renewable energy used

Description

There is also an opportunity to further reduce emissions by transitioning to renewable

energy contracts and reduce reliance on the grid through in-house renewable generation.

Strategy to realise opportunity

In 2025, 95% of the Group’s electricity was purchased on renewable contracts and

we aim to increase that further in the years ahead. In 2025, we completed solar

panel installations at our Head Office and Distribution Centre, which yielded nearly

200,000kWh of electricity. This is in addition to a further 1,000,000 kWh of electricity

generated in 2025 by solar panels that were installed at our main extrusion facility in

2024. Alunet is also currently exploring potential investments in solar power generation.

Transportation TCFD Category: Resource Efficiency

Own operations/upstream/downstream

Decreased costs

Long-term

Impact: 4 (Low)

Likelihood: A (Almost certain)

Net Rating: Medium opportunity

Scenario: NZE

Metrics: Scope 1 and 3 emissions

(Upstream and Downstream

Transportation and Distribution)

Opportunity

Cost savings, decreased carbon emissions and decreased exposure to carbon prices

through decarbonisation of fleet vehicles.

Description

Decarbonisation of our third-party distribution fleet and company vehicles is a

significant opportunity to reduce emissions. This may require additional investment

over the medium term to transition and upgrade vehicles. Additionally, further

technological development is required for zero emissions heavy goods vehicles to

become viable e.g. either via electric vehicles or the potential use of hydrogen or other

biofuels (‘HVO’) as an alternative fuel source.

Strategy to realise opportunity

Company vehicles

We are continuing to upgrade our warehouse material handling plant with electric

alternatives, as existing plant lease agreements expire. In addition, we are installing

telematic systems in our Branch Network vehicles to improve the efficiency of route

planning and load maximisation. We will continue to explore options to progressively

convert other company vehicles to electric and increase EV charging infrastructure

atbranches.

Third-party distribution

We will work with our third-party logistic supplier to use software to improve route

efficiency. We will also engage with them to better understand the potential for

decarbonisation of our commercial distribution fleet, including a switch to HVO fuels.

While this would further reduce our Scope 3 upstream and downstream transportation

and distribution emissions, the bulk of this reduction would likely only take place in the

medium term.

TCFD continued

Eurocell plc Annual Report and Accounts 202546

Metrics and targets

Climate-related metrics

We report our full carbon footprint covering

Scope 1, 2 and 3 greenhouse gas

emissions, and in 2025 have focused on

establishing Alunet’s full emissions footprint

and incorporating the acquisition into our

carbon inventory. However, this work

is based on a number of management

estimates, which could lead to variation in

the coming years as we continue to refine

our methodology.

Against each climate-related risk and

opportunity, we monitor specific KPIs

to track our exposure and monitor the

progress of our mitigating actions. These

largely include our emissions footprint,

energy consumption and related intensity

metrics, and are noted next to each risk

and opportunity in the previous tables.

We additionally monitor environmental

metrics including recycled materials used

in production and emissions saved as a

result, renewable energy use and waste

generation, which are reported on page22.

Climate-related targets

We are committed to being a responsible

business and working to minimise our

impact on climate change and, as set

out in the Sustainability Report on pages

20 to 35, in 2025 we continued working

towards reducing our Scope 1, 2 and 3

greenhouse gas emissions.

Our ambition to reach Net Zero

greenhouse gas emissions across the

value chain by 2045 is now validated by

the SBTi. We also have a validated interim

target in 2034, by which time we need

to reduce Scope 1 and 2 emissions by

67% and Scope 3 emissions by 35%,

both from a 2022 base year. Our Net Zero

Transition Plan outlines how the targets

can be met, and the critical factors we are

dependent on to achieve this, including

theavailabilityof commercially viable

low-carbon alternatives to virgin PVC resin

and supplier decarbonisation.

In 2026, we will re-baseline our SBTi

targets to incorporate Alunet’s emissions

footprint, and update our Net Zero

Transition Plan with the emissions

reduction actions necessary to incorporate

Alunet into our Net Zero pathway.

Our emissions and energy reduction

targets have been adopted as the most

relevant to our climate-related risks,

particularly relating to carbon pricing

risks, and in order to directly manage our

contribution to mitigating global climate

change. Progress against these targets

will be monitored and reviewed by the

Board through the governance structures

described earlier in this TCFD Report.

Eurocell plc Annual Report and Accounts 2025 47

Strategic Report Corporate Governance Financial Statements

We continue to

focus on efficient

working capital

management and

delivered solid cash

flow generation for

the year.”

Michael Scott

Chief Financial Officer

2025

£m

2024

£m

Underlying measures

Revenue 403.5 3 57.9

Gross profit 205.3 188.3

Gross margin (%) 50.9% 52.6%

Overheads (153.8) (140.2)

Adjusted

EBITDA 51.5 48 .1

Depreciation and amortisation (27.4) (25.3)

Adjusted

operating profit 24.1 22.8

Finance costs (5.1) (2.8)

Adjusted

profit before tax 19.0 20.0

Taxation (4.2) (4.6)

Adjusted

profit after tax 14.8 15.4

Adjusted

basic earnings per share (pence) 14.6 14.4

Reported measures

Non-underlying items (6.8) (6.2)

Tax on non-underlying items 1.6 1.3

Reported operating profit 17.3 16.6

Reported profit before tax 12.2 13.8

Reported profit after tax and profit for the year 9.6 10.5

Reported basic earnings per share (pence) 9.5 9.8

1 See Alternative Performance Measures.

The weakening trends

experienced at the start of the

year in the RMI market continued

throughout 2025.

Against this backdrop, we

delivered a resilient financial

performance for the year.

Chief Financial Officer’s Review

Eurocell plc Annual Report and Accounts 202548

Whilst organic sales volumes were below

2024, we have proactively managed our

gross margin and cost base to offset

significant cost inflation and support

investment in our strategy. As a result,

organic sales and gross margin for the year

were both level with 2024 and we reported

only a small increase in organic operating

costs, despite significant inflationary

pressure. Alunet has performed well since

the acquisition in March 2025, and is the

key driver of the Group’s overall sales and

adjusted operating profit increases for

theyear.

We continue to focus on efficient working

capital management and delivered robust

cash flow generation for the year. We retain

a strong balance sheet with good headroom

on our debt facility, which was refinanced in

March 2026.

We are committed to driving shareholder

returns through a combination of ordinary

dividends and share buybacks, subject

to maintaining a strong financial position.

Total returns announced for 2025 are

£11.4million, equivalent to a yield of c.8%.

Since we launched our strategy at the

beginning of 2024, our markets have been

weaker than anticipated. However, with

a strong contribution from Alunet, we are

confident that our targets remain achievable,

although the timing and pace of market

recovery will be a factor in determining

whenwe achieve our goals.

Revenue

Revenue for 2025 was £403.5 million,

13% above 2024 (£357.9 million),

or flat excluding Alunet, with organic

volumes down 2%. In the period from

the acquisition at the beginning of March

to 31 December 2025, Alunet added

sales of£46.7 million to the Group. In

the organic business, lower underlying

volumes were partially offset by selling

price increases and further progress with

our strategic initiatives.

Adjusted profit after tax and adjusted

earnings per share exclude non-underlying

items and the related tax effect. Pre-IFRS

16 EBITDA is stated inclusive of operating

lease rentals under IAS 17 Leases. Pre-IFRS

16 net debt is defined as total borrowings,

deferred consideration and lease liabilities

less cash and cash equivalents, excluding

the impact of IFRS 16 Leases.

We classify some material items of income

and expense as non-underlying when the

nature of the circumstances merit separate

presentation. Alongside statutory measures,

this facilitates a better understanding of

financial performance and comparison with

prior periods.

Non-underlying items

Non-underlying items for 2025 of £6.8million

comprise: strategic IT expenses of

£4.2million, including cloud computing

and internal resourcing costs, which are

expensed as incurred rather than capitalised

as intangible assets; restructuring costs of

£1.8 million, being redundancy payments

and related employee benefit termination

costs in connection with restructuring

completed in the year; plus Alunet

acquisition and certain other costs of

£0.8million.

Non-underlying items of £6.2 million in 2024

include £2.2 million of strategic IT project

costs, a £3.2 million non-cash right-of-use

asset impairment charge plus £0.8 million of

Alunet acquisition costs.

Our strategic IT projects comprise a new

customer-facing website and an employee

management system (both completed

in 2024) and, most significantly, the

replacement of our Enterprise Resource

Planning (‘ERP’) system. Total expected

non-underlying costs for the system

replacement are in the region of £13 million

over the 2024–27 period, with transition

tothe new systems expected at the end

of2026.

See Divisional Performance for further

information on revenues.

Gross margin

Gross margin was 50.9% in 2025, or 52.6%

excluding Alunet (2024: 52.6%). In the

organic business, we implemented selling

price increases to recover cost inflation,

although competition for limited demand

continues to drive pressure on selling

prices in the Branch Network. However,

wecontinued to proactively manage our

gross margin and secured stable input

cost prices, including PVC resin, recycling

feedstock and electricity.

Distribution costs and

administrative expenses

(overheads)

Underlying overheads for 2025 were

£153.8million, up 10% on 2024

(£140.2million), or up 1% excluding Alunet,

demonstrating effective cost control. We

have continued to experience cost inflation,

particularly for labour, which includes the

increases to employers’ National Insurance

and the National Living Wage from April

2025. Overheads also include targeted

investment to maintain momentum in our

strategic initiatives, including the new branch

openingprogramme.

These increases were partially offset by

the previously announced cost savings,

including the Branch Network restructuring

completed in April 2025.

Alternative performance measures

Alternative performance measures are

used alongside statutory measures to

facilitate a better understanding of financial

performance and comparison with prior

periods, and in order to provide audited

financial information, against which the

Group’s bank covenants, which are all

measured on a pre-IFRS 16 basis, can

be assessed. Adjusted EBITDA, adjusted

operating profit and adjusted profit before

tax all exclude non-underlying items.

Profiles third-party revenue for the year was £146.7 million, 1% higher than 2024 with

volume down 2%, reflecting reduced RMI activity through our trade fabricators, partially

offset by some modest improvement in the new build housing market. Cost-of-living

pressures, high interest rates and falling house prices have all had a significant adverse

effecton our end markets.

Divisional performance – Profiles

2025

£m

2024

£m

Change

Third-party revenue 146.7 146 .1 1%

Inter-segmental revenue 61.5 63.7 (3)%

Total revenue 208.2 209.8 (1)%

Adjusted

operating profit 17.4 19.4 (10)%

Operating profit 14.0 14.6 (4)%

1 Adjusted performance measures are stated before non-underlying items.

Profiles adjusted operating profit for 2025

of £17.4 million was 10% below 2024,

reflecting lower sales volumes plus labour

and other cost inflation, with stable raw

material and electricity costs.

Reported operating profit is stated after

non-underlying costs of £3.4 million in

2025,comprised of strategic IT projects

andrestructuring costs. Non-underlying

costs of £4.8 million in 2024 included

strategic ITprojects, a non-cash

right-of-use asset impairment charge

andacquisitionexpenses.

Eurocell plc Annual Report and Accounts 2025 49

Strategic Report Corporate Governance Financial Statements

In March 2025, we announced the acquisition of Alunet in a deal that valued the business at

£29 million, based on a multiple of 6.5x Alunet’s EBITDA for the year ended 31 December

2024. Initial consideration paid of £22 million was on a debt/cash-free basis, and future

payments over the next four years could rise to £13 million, contingent upon performance

against agreed EBITDA targets. The maximum future payments, if achieved, would result in

a total consideration of £35 million, representing a multiple of c.4x Alunet’s projected EBITDA

for the year ended 31 December 2028.

Approximately £1 million of the initial payment was in the form of ordinary shares in

Eurocellplc and satisfied out of shares held in treasury, with the remainder payable in cash,

funded from the Group’s existing £75 million revolving credit facility.

In the period from the acquisition at the beginning of March to 31 December 2025,

Alunet external sales were £46.7 million. This represents growth of 28% compared to

the corresponding period in 2024, driven by market share gains, particularly in Alunet

Systems and Comp Door, which together represent c.75% of Alunet’s sales.

Third-party revenues in the Branch Network for 2025 were £210.1 million, 1% lower than

2024, with volume down 2%. This comprises general RMI volumes in the Branch Network

down 6%, with homeowners holding back on discretionary expenditure against a backdrop

of macroeconomic uncertainty, offset by the benefits of progress with our strategic initiatives,

including window and door sales up 12%, garden rooms up 9% and e-commerce activity

up 40%. New branches added sales of £3.3 million in 2025.

Branch Network adjusted operating profit for 2025 was £3.4 million, 48% below 2024,

reflecting competitive pressure on selling prices in the branches and higher overheads,

which include labour and other cost inflation.

Divisional performance – Alunet

2025

£m

2024

£m

Change

Third-party revenue 46.7 – n/a

Inter-segmental revenue – – n/a

Total revenue 46.7 – n/a

Adjusted

operating profit 4.8 – n/a

Operating profit 4.8 – n/a

1 Adjusted performance measures are stated before non-underlying items.

Divisional performance – Branch network

2025

£m

2024

£m

Change

Third-party revenue 210.1 211. 8 (1)%

Inter-segmental revenue 0.4 0.5 (20)%

Total revenue 210.5 212.3 (1)%

Adjusted

operating profit 3.4 6.5 (48)%

Operating profit 0.4 5.1 (92)%

1 Adjusted performance measures are stated before non-underlying items.

Since the acquisition, Alunet Systems

has benefited from group synergies and

secured new business with 14 Eurocell

fabricators, as well as successfully

launched the Aluna+ aluminium window

system, which complements the new

Eurocell Iconiq aluminium roof lantern.

Comp Door has continued to acquire new

installers, with the new Sleekskin door now

representing more than 15% of sales and

we expect the business to benefit from

cross-selling opportunities and supply

chain synergies with Vista.

Alunet post-acquisition adjusted operating

profit for 2025 was £4.8 million, which is

up £1.8 million on 2024. More information

on Alunet, including its business units,

is included in Our Strategy on pages

18 and 19. The Corporate segment

operating profit includes a further

underlying charge of £0.4 million relating

to the Alunet acquisition, comprising

amortisation of acquired intangible assets

and the unwind of discounting of future

contingentconsideration, and a

non-underlying charge of £0.4 million

relating to acquisition expenses.

Branch Network overheads also include

investment to maintain momentum in our

strategic initiatives, including the new branch

opening programme, which creates a short-

term operating profit drag (c.£1.1million

in 2025), but drives longer-term profit

growth. Investment in strategic initiatives

also includes marketing (pay-per-click),

and central order processing capability

for windows and doors, and we expect

to leverage this investment and improve

margins as volumes grow.

The reported operating profit is stated after

non-underlying costs of £3.0 million in 2025,

comprised of strategic IT projects and

restructuring costs. Non-underlying costs

of £1.4 million in 2024 related to strategic

ITprojects.

Chief Financial Officer’s Review continued

Eurocell plc Annual Report and Accounts 202550

Non-underlying costs incurred on the project

up to 31 December 2025 are £6.4 million

(comprised of the 2024 and 2025 costs

described previously).

Operating profit

Adjusted operating profit for 2025 was

£24.1 million, up 6% on 2024. This reflects

a strong contribution from Alunet and

effective cost control, partially offset by lower

organic volumes, competitive pressure on

selling prices in the branches, labour cost

inflation and targeted investment to maintain

momentum in our strategic initiatives.

Finance costs and taxation

Finance costs for 2025 were £5.1 million,

which includes incremental interest of

approximately £1.0 million arising on higher

debt following the Alunet acquisition. Finance

costs in 2024 were £2.8 million.

The underlying tax charge for 2025 was

£4.2 million (2024: £4.6 million). The total

tax charge for 2025 was £2.6 million (2024:

£3.3million). The effective tax rate on

underlying profit before tax for 2025 of 22%

is lower than the standard rate of corporation

tax of 25% due to Patent Box relief and the

impact of share options exercised during

theyear.

We were pleased to retain the Fair Tax

Mark accreditation in 2025, reflecting our

commitment to paying the right amount of

tax at the right time.

Profit before tax and earnings

pershare

Adjusted profit before tax for the year was

£19.0 million compared to £20.0 million in

2024, reflecting the increase in adjusted

operating profit described above, offset

by increased finance costs following the

Alunetacquisition.

Reported profit before tax in 2025 was

£12.2 million (2024: £13.8 million), reflecting

the above less £6.8 million of non-underlying

costs (2024: £6.2 million).

Adjusted basic earnings per share were

14.6pence and diluted earnings per

share for the year were 14.5 pence (2024:

14.4pence and 14.3 pence respectively).

Total basic earnings per share were

9.5pence and total diluted earnings per

share were 9.4 pence (2024: 9.8 pence

and9.7pence respectively).

Dividends and share buybacks

The Board is committed to driving

shareholder returns through a combination

of ordinary dividends and supplementary

distributions (currently via share buybacks).

The £5 million share buyback announced in

March 2025 is now complete.

Our intention remains to continue share

buybacks, assuming no prolonged

impact from the situation in the Middle

East and subject to maintaining a strong

financialposition.

We paid an interim dividend in October 2025

of 2.3 pence per share, up 5% on the prior

year (2024: 2.2 pence per share).

The Board proposes a final dividend of

4.1 pence per share (2024: 3.9 pence per

share), which results in total dividends for

the year of 6.4 pence per share (2024:

6.1 pence per share), up 5% and totalling

£6.4million (2024: £6.2 million). Total

returns announced for 2025 are, therefore,

£11.4million, equivalent to a yield of

c.8%. This follows total returns for 2024

of £21.2million (including a buyback of

£15million), equivalent to a yield of c.14%.

The dividend will be paid on19 May 2026

to shareholders registered at the close of

business on 17 April 2026. The ex-dividend

date will be 16 April 2026.

The retained earnings of Eurocell plc as

at 31December 2025 were £33.8 million

(2024: £41.2 million). The Company takes

steps to ensure distributable reserves are

maintained at an appropriate level through

intra-Group dividend flows.

Capital expenditure

Capital expenditure for 2025 of £11.8 million

(2024: £10.7 million) includes £3.7 million

for new branches and site relocations, but is

otherwise largely maintenance in nature.

Cash flow

Net cash generated from operating activities

was £48.4 million (2024: £44.2 million),

reflecting good cash flow generation,

including a net inflow from working capital

of £3.7 million, comprised of an increase

in inventories (£0.2 million), a decrease in

receivables (£0.9 million) and an increase

in payables (£3.0 million). This compares

to a net outflow from working capital of

£0.2million in 2024. Net cash generated

from operating activities also includes net

tax paid in the year of £1.7 million (2024:

£3.0million).

Other cash flow items include payments

forcapital investments of £12.5 million

(2024: £10.3 million), including the net

movement on capital creditors of £0.7 million

and financing costs paid of £1.9 million

(2024: £0.7 million), plus the initial Alunet

cash consideration (net of cash acquired)

of£20.6million.

The principal elements of lease payments

of £16.4 million (2024: £14.4 million) are

presented within cash flows arising from

financing activities. The finance elements

of lease payments were £2.9 million

(2024:£2.1 million).

Dividends paid in the year were £6.2million,

being the 2024 final and 2025 interim

payments (2024 dividends paid:

£6.1million).

Cash paid under the share buyback

programmes, including for shares held

in treasury and transaction costs, was

£6.0million (2024: £14.5 million).

Net debt

Net debt on a pre-IFRS 16 basis at

31December 2025 was £22.1 million

(31December 2024: £3.1 million), down

from £29.0 million at 30 June 2025,

reflecting good cash generation in the

second half. Lease liabilities increased by

£16.7 million, due to new branches, plus

the properties and vehicles acquired with

Alunet. Total net debt at 31 December 2025

was £98.2 million (31 December 2024:

£62.5million).

2025

£m

2024

£m

Change

Cash 6.3 0.4 5.9

Bank

overdrafts – (3.0) 3.0

Borrowings (27.7) (0.5) (27. 2)

Deferred

consideration (0.7) – (0.7)

Net debt

(pre-IFRS

16) (22 .1) (3.1) (19.0)

Lease

liabilities (76.1) (59.4) (16.7)

Total net

debt (98.2) (62.5) (35.7)

Bank facility

Our activities are funded via our £75million

unsecured Revolving Credit Facility,

which was refinanced in March 2026

and now matures in 2030. The facility is

provided by Barclays, NatWest and AIB,

and is competitively priced. We operate

comfortably within the terms of the facility

and in compliance with our financial

covenants, which are measured on a

pre-IFRS 16 basis.

Michael Scott

Chief Financial Officer

Eurocell plc Annual Report and Accounts 2025 51

Strategic Report Corporate Governance Financial Statements

Risk management is the responsibility of the Board and is

a key factor in delivering the Group’s strategic objectives.

Approach to risk management

The Board is responsible for setting the

risk appetite, establishing a culture of

effective risk management and for ensuring

that effective systems and controls are in

place and maintained.

Senior managers take ownership of

specific risks and implement policies

andprocedures to mitigate exposure

tothose risks.

Risk management process

The risk management process sits

alongside our strong governance culture

and effective internal controls to provide

assurance to the Board that risks are being

appropriately identified andmanaged.

How we manage risk

Risk (including emerging risk) is managed

across the Group in the following ways:

• The Board meets annually to review

strategy and set the risk appetite

• Risks faced by the Group are identified

during the formulation of the annual

business plan and budget process,

which sets objectives and agrees

initiatives to achieve the Group’s goals,

taking account of the risk appetite set

by the Board

• Senior management and risk owners

consider the root cause of each risk

and assess the impact and likelihood

of it materialising. The analysis is

documented in a risk register, which

identifies the level of severity and

probability, ownership, and mitigation

measures for each significant risk, as

well as any proposed further actions

(and timescale for completion) required

to reduce the level of risk in line with

the Board’s appetite if necessary

(seestrategic risk register on the

following page)

• The Group’s Executive Committee is

also the Risk Management Committee.

This Committee meets on a regular

basis (usually monthly). The status of the

most significant risks and mitigations are

reviewed at each meeting, with other

risks reviewed at least bi-annually

• The Executive Directors also meet

with senior managers on a regular

basis throughout the year. This allows

the Executive Directors to ensure that

they maintain visibility over the material

aspects of strategic, financial and

otherrisks

• The Group’s Audit and Risk Committee

assists the Board in assessing and

monitoring risk management across the

Group, based on reports received from

the Executive Directors

• The role of the Committee includes

ensuring processes are in place for

the timely identification and robust

management of inherent and emerging

risks, and reviewing the suitability and

effectiveness of risk management

processes and controls, also based on

reports presented by the management

team. The Committee also reviews a

summary of the risk register to ensure

net risk and proposed further actions are

together consistent with the risk appetite

set by the Board.

Internal control

The Group has well-defined internal control

systems and processes.

Key financial controls include a delegated

authority matrix, monthly balance sheet

reconciliations, daily perpetual inventory

counts, automated three-way matching

for purchases and segregation of duties

across key business processes.

Key IT controls include cyber security

awareness campaigns and continuous

employee training programmes, multifactor

authentication and privileged access

management for key systems, as well as

a managed detection and response tools

deployed across the IT network.

Key operating controls include standard

operating procedures in place across all

manufacturing and warehouse operations,

which are tested, reviewed and approved

on a periodic basis and are compliant with

the requirements of ISO 14001 at our key

operational sites.

Identify risks

Quantify net risk

Identify any further

action required

Assess gross risk

Identify existing mitigation

Monitor

and control

Risk Management

Eurocell plc Annual Report and Accounts 202552

We also operate material requirements

planning software to determine

manufacturing plans and raw material

requirements for PVC extrusion.

The Group has a robust process of

financial planning and monitoring,

which incorporates Board approval

of operating and capital expenditure

budgets. Performance against the budget

is subsequently monitored and reported

to the Board, typically on a monthly

basis. The Board also monitors overall

performance against operating, safety and

other targets set at the start of the year.

Performance is reported formally to

shareholders through the publication

of results both annually and half-yearly.

Operational management regularly reports

on performance to the Executive Directors.

Day-to-day operations are supported

by a clear schedule of authority limits

that define processes and procedures

for approving material decisions. This

ensures that projects and transactions

are approved at the appropriate level of

management, with the largest and most

complex projects being approved by the

Board. The schedule of authority limits

is reviewed on a regular basis so that it

matches the needs of the business.

The Group also has processes in place

for ensuring business continuity and

emergency planning.

Internal Audit

In order to further enhance the internal

control and risk management processes,

KPMG has provided an outsourced

internal audit service to the Group. KPMG

work closely with the Risk Management

Committee in delivering the Group’s

internal audit programme. Other

third-party experts are also engaged

to provide internal audit reviews where

appropriate, e.g. cyber security.

Strategic risk register

As described above, the Group maintains

a risk register that identifies key and

emerging risks, the probability of those

risks occurring and the impact they

would have on the Group if unmitigated.

Against each gross risk, the controls that

exist to manage and, where possible,

minimise or eliminate those risks are also

listed, and an assessment of net risk is

provided. The risk register also identifies

any further actions required to reduce net

residual risk in line with the risk appetite

set by the Board if necessary. The register

is regularly updated to reflect changes

incircumstances.

The Group is subject to a wide variety of

risks, and it is not practical to list out all

risks that the Board are actively managing

here. Principal risks are those risks, which

have the highest probability and potentially

the most significant impact on the Group’s

operations, financial performance,

compliance or ability to achieve its

strategic objectives.

The actions taken to mitigate these risks

cannot provide absolute assurance

that they will not materialise, but will

either mitigate the impact or reduce the

likelihood to a level aligned to the Board’s

risk appetite.

For each of the principal risks, the

following table includes a description of

the risk and how it may impact the Group,

as well as the mitigations currently in place

and any movement in the risk in the year.

Note that we have assessed the risks

associated with the acquisition of Alunet

in March 2025 and concluded that it has

not materially changed the risk profile and

principal risks of the Group.

Eurocell plc Annual Report and Accounts 2025 53

Strategic Report Corporate Governance Financial Statements

Principal risk description and impact

Strategic

priorities Mitigation Movement

Macroeconomic and market conditions (High Impact and High Probability)

Our products are used in the residential and commercial

building and construction markets, both within the RMI

sector, for new residential housing developments and for

new construction projects.

Our private RMI business is strongly correlated to the

level of household disposable incomes. Our new build

business is particularly influenced by the level of activity

in the housebuilding industry.

A weakening in macro or market conditions can have

a significant impact on the financial performance of the

Group. Government economic and social policy, and the

level of interest rates, can also have a significant impact

on our business.

Trading conditions in our key markets have remained

subdued in 2025, with challenging macroeconomic

conditions and weak consumer confidence continuing

to impact the RMI market and new build housing.

These trends were compounded in the fourth quarter

of the year, with increasing uncertainty over the Autumn

Budget announcements driving a further slow down.

Market analysts continue to predict a recovery in the

UK construction markets, but much later than had

previously been anticipated. This could impact the ability

of the Group to achieve its strategic financial targets.

Specific market conditions can also impact upon the

demand for our products, for example a competitor

seeking additional market share through short-term

price reductions.

• Geopolitical events may have an impact on

consumer confidence and inflation

• Notwithstanding macro conditions, we expect

our strategy, launched at the beginning of

2024, to support sales and profit growth,

anddrive good cash conversion

• Strategic initiatives include the optimisation

and expansion of the Branch Network, an

enhanced customer proposition, simplified

business structures, plus targeted continuous

operational improvements and cost efficiencies

• We have made further progress with the

strategic initiatives in 2025

• The acquisition of Alunet (March 2025)

advances our strategy by addressing a growing

trend towards aluminium fabrication across the

fenestration sector, significantly strengthening

the Group’s position in residential aluminium

systems and composite doors

• Continually and proactively managing our

cost base, including restructuring the Branch

Network Q1 and other overhead cost

reductions realised in 2025.

Cyber security (High Impact and High Probability)

A breach of IT security (externally or internally) could result

in an inability to operate systems effectively (e.g. viruses)

or the release of inappropriate information (e.g. hackers).

Sophisticated phishing attacks are increasing in both

frequency and complexity.

A breach of cyber security could have a significant impact

on the reputation of the business as well as the resulting

fines impacting the financial performance.

The Group experienced a cyber incident in July 2022,

causing significant disruption to our operations.

TheGroup has subsequently invested significantly

to further strengthen its cyber defences, but this

remains afast-evolving threat and continues

toreceiveconsiderable management attention.

• Ongoing investment in cyber risk detection and

prevention tools

• These measures include managed detection

and response (‘MDR’), security instant

event monitoring (‘SIEM’), privileged access

management (‘PAM’) and firewall hardening

• Physical security of servers at third-party off-site

data centre, with full disaster recovery capability

• Password and safe-use policies in place,

internet usage monitored and anti-malware used

• External cyber review and internal audit

reviews conducted periodically, resulting in

enhancements in defences

• Cyber awareness/IT security campaign active

for all employees

• Financial crime protection and cyber liability

insurance in place.

Customer growth Business effectiveness ESG leadership

People first

Strategic priorities key:

Increase

Movement key:

No change Decrease

Risks and Uncertainties

Eurocell plc Annual Report and Accounts 202554

Principal risk description and impact

Strategic

priorities Mitigation Movement

Health and safety (Medium Impact and Medium Probability)

The Group’s production, manufacturing and distribution

operations are carried out under potentially hazardous

conditions. It is essential that safe environments are

created and maintained for all employees and other

stakeholders that access our facilities, and that the Group

complies with all relevant laws and regulations.

The safety and wellbeing of our employees, contractors

and branch customers is our number one priority.

Inaddition to harming our employees, a deterioration in

our health and safety performance, including increased

or more serious injuries, or a breach of health and

safety regulations could lead to significant financial and

reputational damage to the business.

Following significantly improved health and safety

KPIsin 2024, our performance deteriorated in 2025

(seemitigation).

• Deterioration in health and safety performance

in 2025 lead to a change in leadership in Q4

• Development and introduction (in January

2026) of a new health and safety strategy,

focusing on the behaviours that will foster a

more proactive safety culture across the Group

and drive improvements in safety performance

(See Sustainability Report)

• Procedures and policies in place to support

compliance with all relevant regulations

• Regular communication and training on

policycompliance

• Monitoring procedures in place, including near

miss and potential hazard reporting for health

and safety matters

• Internal and third-party site audits to assess

compliance with our policies.

Supply chain risk (Medium Impact and Medium Probability)

Our manufacturing and recycling operations rely on the

supply of several core raw materials, and our branch

network relies on the supply of third-party products.

In terms of supply, there are only a limited number of PVC

resin and certain other raw material suppliers, impacting

both the supply and price of these materials. Further,

we have a limited capacity to store such materials at our

sites. Failure to procure raw materials on a timely basis

could impact on our ability to manufacture products and

meet customer demand.

On pricing, several raw materials are priced in US Dollars

and Euros and, therefore, although we pay in Sterling,

weare impacted by international currency markets.

Availability of recycling feedstock is limited, and

dependent upon the level of RMI activity in the UK.

Thelevel of RMI activity can, therefore, significantly impact

both the price and availability of recycling feedstock.

Further, many of our key raw materials and third-party

products are transported to the UK from the EU, and to

a lesser extent, the US and the Far East and, therefore,

the capacity of global shipping can also impact both the

availability and price of key materials.

Increasing costs could have a negative impact on the

financial performance of the business. An inability to

source the required materials could also impact financially,

as well as upon the reputation of the business if we are

unable to meet sales demand.

• Initiatives to improve supply chain resilience,

including sourcing alternative/more local sources

of key raw materials and third-party products

• We agree index-linked or fixed-price contracts

with key suppliers to mitigate the risk and

impact of input cost increases where possible

and economic

• Procurement strategy in place to secure

newsupply lines for recycling feedstock

(i.e. post-consumer and post-industrial waste),

onacontractual basis where possible

• Although we do not hedge currency, we agree

pricing in GBP to mitigate exchange rate

volatility where possible and economic

• All new suppliers are now required to complete

a cyber risk questionnaire, and regular reviews

are conducted to test the financial stability of

key suppliers

• Geopolitical events are causing volatility in

global commodity markets, which may have

an impact on raw material supply and pricing

(including PVC resin).

Eurocell plc Annual Report and Accounts 2025 55

Strategic Report Corporate Governance Financial Statements

Principal risk description and impact

Strategic

priorities Mitigation Movement

Sustainability and climate change (Medium Impact and Medium Probability)

ESG (environmental, social, governance) Leadership is an

important pillar in our strategy and our ambition is to be a

leading responsible company.

Demonstrating improving business sustainability is

important to many stakeholders and failure to do so could

lead to regulatory and compliance-related issues.

In particular, if we do not deliver on our environmental

targets, investors and lenders may show a preference

to allocate capital to businesses with better understood

climate impacts and a clear and credible plan to improve.

There are physical risks associated with climate change.

The Group operates from over 200 locations, and with a

changing climate there is an elevated risk that elements of

our operations could be impacted by fire, flooding or other

environmental issues.

Failure to improve in all material aspects of ESG could

also lead to other challenges, e.g. colleague recruitment

and retention.

• Strong underlying position on sustainability

underpinned by window recycling operation,

which drives significant carbon savings

compared to the use of virgin PVC resin

• Regular environmental risk assessments are

conducted at existing and potential sites. Risks

are managed through local business continuity

plans. Risk assessments are enhanced by

using a physical risk analysis software tool

• Expert third-party support provided by CEN

Group, a specialist ESG consultancy

• Significant work done over the last 18

monthsincluding:

– Materiality assessment to determine the

most important sustainability topics to

thebusiness

– Baseline carbon footprint (Scope 1, 2 and 3),

identifying key decarbonisation levers

– Using the above outputs to define ESG

objectives and develop a sustainability strategy

– Confirmed Net Zero target date of 2045

– Published our Transition Plan, with targets

now approved by the SBTi

• Governance and oversight provided by the

ESG and Social Values Board Committee.

Customer growth Business effectiveness ESG leadership

People first

Strategic priorities key:

Increase

Movement key:

No change Decrease

Risks and Uncertainties continued

Eurocell plc Annual Report and Accounts 202556

Principal risk description and impact

Strategic

priorities Mitigation Movement

Managing change (Medium Impact and Medium Probability)

The Group has been through a period of significant

organisational change over the past two years, including

the appointment of new Non-executive and Executive

Directors, plus several changes to the Executive

Committee and senior management.

At the beginning of 2024, the Group launched a new

strategy, which identifies a clear path to organic growth

and improved operating margins, based on new

commercial and operational initiatives.

The strategy also includes simplification of business

processes and systems. As detailed below, we have

embarked upon a complex multi-year project to replace

our Enterprise Resource Planning (‘ERP’) system.

Embracing and effectively managing change is

fundamental to delivery of the strategy and the Group’s

future success. There is a risk that the pace and extent

of change puts the resources and bandwidth of the

organisation under strain, leading either to a failure

todeliver the strategy or implement the new ERP

system,which could have significant financial and

operational implications.

Component risks include the ability to attract, retain

and recruit the right calibre of senior managers with

the required skills and experience, including individuals

with the technical ability to execute a complex

ITimplementation.

• Experienced Board with significant,

relevant experience in delivering effective

changeprogrammes

• Strategy communicated to all stakeholders in

2024 has been well received and reasonable

progress made to date

• People First strategic pillar objective to make

Eurocell a great place to work, through a

focus on health and safety, an enhanced

employee value proposition, improved levels of

engagement and effective talent management

• Clear strategic direction provides an attractive

backdrop to joining the senior team at Eurocell

• Highly competitive compensation for all

personnel, including leadership team

• Revised equity-based long-term incentive plan

for senior team, with rewards directly linked to

achievement of the strategy

• See the following page for ERP systems

implementation risk and mitigations.

Eurocell plc Annual Report and Accounts 2025 57

Strategic Report Corporate Governance Financial Statements

Customer growth Business effectiveness ESG leadership

People first

Strategic priorities key:

Increase

Movement key:

No change Decrease

Principal risk description and impact

Strategic

priorities Mitigation Movement

ERP systems implementation (Medium Impact and Medium Probability)

The Group relies on its SAP Enterprise Resource Planning

(‘ERP’) system for all aspects of its operations. However,

we concluded that the age profile of our SAP system

had become a limiting factor in the development of the

business. In addition, the current SAP system becomes

unsupported in 2027. We, therefore, began a complex

multi-year (2024–26) project to replace SAP.

The successful implementation of a new system is

critical to the long-term prospects of the business.

Itisa complexprocess, consuming significant time

andresource. Themajor components are:

• a front-end trading system to support the branch

network (Intact iQ);

• a back-end ERP System to support all other functions

of the business, including manufacturing, recycling,

warehousing, distribution and finance (IFS Cloud); and

• an integration platform to knit the new systems together.

The project is now well progressed, and we anticipate

transition to the new systems in H2 2026. The total

costs of the project are expected to be in the region of

£13million over this period.

• Experienced Director of IT and project team in

place (including third-party experts) with good

experience of complex IT implementations

• Significant incremental resource brought onto

the project, including fixed-term backfill for

in-house colleagues allocated to the project

and third-party experts

• Board-led Steering Group in place to

monitorprogress

• Comprehensive project plan and governance

processes in place and reviewed by KPMG

internal audit in 2024 and 2025, with

recommendations now substantially implemented

• Intact iQ has a strong reputation within our

sector, with a specialism in delivering electronic

point-of-sale solutions to multi-site building

product distributors

• IFS is a market-leading product and we are

implementing on an ‘out of the box’ basis to

maximise standardisation and automation.

Operational risk and regulatory compliance risk (High Impact and Low Probability)

The business is dependent on the continued and

uninterrupted performance of our production facilities.

Each of the facilities is subject to operating risks, such

as: industrial accidents (including fire); extended power

outages; withdrawal of permits and licences (e.g. the

regulated operation of the recycling facility); breakdowns

in machinery or information systems; and other

unforeseen events.

The inability to manufacture or deliver goods would have

asignificant financial and reputational impact.

We may also be adversely affected by the crystallisation

of unexpected corporate, legal or regulatory risks,

for example future REACH (registration, evaluation,

authorisation and restriction of chemicals). In addition, HR/

employment legislation is becoming increasinglycomplex.

Failure to comply with relevant laws and regulations could

result in significant fines and reputational damage.

• Regular planned maintenance to reduce the

risk of plant failure, including maintenance

capital investment of >£5 million per annum

across the Group

• Business continuity plans in place for all major

sites and the Branch Network

• Procedures and policies in place to support

compliance with all relevant laws and regulations

• Regular communication and training on

policycompliance

• An ongoing dialogue on emerging employment

law with our advisers.

Risks and Uncertainties continued

Eurocell plc Annual Report and Accounts 202558

A period of three years has been adopted

as this is the time frame used by the Board

as our strategic and planning horizon. The

assessment of viability has been made

with reference to the Group’s current

position and long-term future prospects,

our strategy, management of risk, and also

the Board’s assessment of the outlook in

the marketplace, all of which are covered in

detail within the Strategic Report.

The Board considers its strategy and risks

on strategy away-days, and revisits these

annually when considering the next year’s

budget. The three-year plan considers

revenue and earnings growth and how

this impacts on cash flows and key ratios.

Operational plans and financing options are

considered as part of this process.

In preparing the plan, we adopt a prudent

forecast in respect of organic sales growth,

but assume other initiatives, in line with the

published strategy.

The plan is stress tested by applying the

following plausible downside scenarios:

Scenario 1

Macroeconomic conditions lead

toa decline in sales

A 10% decrease in revenues has been

applied over the three-year plan period.

Scenario 2

Commodity prices and/or exchange

rates or raw material shortages

lead to a sustained increase in

resin prices

A 33% increase in resin costs has been

applied over the three-year plan period.

Scenario 3

Scenario 1 and 2 combined

There is a possibility that both of the above

scenarios could materialise at the same

time, therefore, we have assessed the

combined impact through the three-year

plan period.

The Board considers these tests to be

sufficient to test the viability of the Group

given our size and the markets we operate

within. As described in Principal Risks and

Uncertainties above, we have measures in

place to help mitigate the impact of these

events should they occur.

The Group has a £75 million Revolving

Credit Facility. Monthly cash flow

projections show significant headroom

throughout the period to December 2028.

The facility includes standard covenants

for leverage and interest cover, which are

measured twice per annum at June and

December. The projections also show

good headroom on the covenants at each

measurement date to December 2028.

The Directors confirm that we have a

reasonable expectation that the Company

and the Group will continue in operation

and meet our liabilities as they fall due in

the next three years.

Going concern

The Directors have reviewed the

Company’s and the Group’s forecast

and projections, which demonstrate

that the Company and the Group will

have sufficient headroom on our bank

facilities for the foreseeable future and

that the likelihood of breaching the related

covenants in this period is remote.

Accordingly, the Directors continue to

adopt the going concern basis in preparing

the Annual Financial Statements.

This Strategic Report was approved by the

Board on 18 March 2026 and signed on

its behalf by:

Will Truman

Chief Executive Officer

Michael Scott

Chief Financial Officer

As required by section 4 of the UK Corporate

Governance Code, the Directors have taken into

account forecasts to assess the future funding

requirements of the Group, and compared them with

thelevel of committed available borrowing facilities.

Viability Statement

Eurocell plc Annual Report and Accounts 2025 59

Strategic Report Corporate Governance Financial Statements

Eurocell plc Annual Report and Accounts 202560

Derek Mapp

Non-executive Chair

A R N S

Date of appointment:

16 May 2022

(Chair from 1 July 2022)

Experience:

Derek is an experienced

chair and has a wealth of

commercial and operational

knowledge.

Previously, he was Chair of

Informa plc from March 2008

until his retirement in June

2021 and was also Chair of

Huntsworth plc from December

2014 to March 2019. Prior to

that, Derek was Chief Executive

Officer of Tom Cobleigh plc,

Executive Chair of Leapfrog

Day Nurseries Limited, Chair

of East Midlands Development

Agency and Sport England,

and also served on a number

of government agencies

and boards.

External appointments:

• Director of several private

companies, which relate to

his other business interests.

Will Truman

Chief Executive

A R N S

Date of appointment:

11 May 2023

(CEO from 9 February 2026)

Experience:

Will is commercially focused

and results-driven with

significant Board experience, in

both management and advisory

capacities, and brings expertise

in stakeholder management and

M&A activities.

He held a Non-executive

advisory role at Imagesound

Ltd up to December 2023,

having previously been Chief

Executive Officer for c.nine

years up to April 2023, and

after having served as Chief

Financial Officer for c.seven

years prior to that. Previously,

Will was an Associate Director

within Transaction Services

at KPMG LLP and is a Fellow

of the Institute of Chartered

Accountants in England

and Wales.

External appointments:

• Director of several private

companies, which relate to

his other business interests.

Michael Scott

Chief Financial Officer

A R N S

Date of appointment:

1 September 2016

Experience:

Michael joined the Group

as Chief Financial Officer in

September 2016.

He previously worked for

Drax Group plc, where he

held senior financial positions

including Group Financial

Controller, and Head of

Corporate Finance and

Investor Relations. Prior to

Drax, Michael worked for

MT International and Arthur

Andersen. He is a member

of the Institute of Chartered

Accountants in England

and Wales.

External appointments:

• None.

Board of Directors

Eurocell plc Annual Report and Accounts 2025 61

Financial Statements

Strategic Report Corporate Governance

Alison Littley

Senior Independent

Non-executive Director

A R N S

Date of appointment:

1 July 2022

Experience:

Alison has substantial

experience within international

blue-chip organisations,

including multinational

manufacturing, supply

chainoperations and

marketingservices.

Previously, she was a

Non-executive Director of

Music Magpie plc, Headlam

Group plc and James Hardie

Industries plc and held a

variety of senior management

positions at Diageo plc and

Mars Inc, and was Chief

Executive Officer of Buying

Solutions, an agency to

HMTreasury.

External appointments:

• Non-executive Director of

Norcros plc.

Iraj Amiri

Independent

Non-executive Director

A R N S

Date of appointment:

7 November 2022

Experience:

Iraj was a partner with Deloitte

for 20 years, leading its national

internal audit group and serving

clients in the financial, retail

and public sectors, and was

a recognised global expert

and authority on internal audit

and assurance functions.

During this time, he was

also Global Head of Internal

Audit for Schroders plc, on a

secondment basis, for over

tenyears.

Previously, Iraj was a member of

the FCA’s Regulatory Decisions

Committee and a trustee of the

National Employment Savings

Trust (‘NEST’). He is a fellow

of the Institute of Chartered

Accountants in England

andWales.

External appointments:

• Non-executive Director

ofCoventry Building

Society(Private)

• Non-executive Director and

Audit Committee Chair

Co-operative Bank plc

• Non-executive Director of

Development Bank of Wales

plc (government-owned)

• Non-executive Director of

Aon UK Ltd (Private).

Angela Rushforth

Independent

Non-executive Director

A R N S

Date of appointment:

1 February 2024

Experience:

Angela is an experienced

business leader in the building

materials sector, with significant

branch network experience

andinsights from both

multi-site retail and merchanting.

She has held senior roles

across the various parts of

the Travis Perkins group since

2015 and was a member of its

leadership team until late 2025.

Prior to her role as Managing

Director at Toolstation, Angela

was Managing Director of BSS.

Before joining Travis Perkins,

she was Managing Director

of Ridgeons Group, one of

the UK’s largest independent

builders’ merchants.

External appointments:

• Non-executive Director and

Remuneration Committee

Chair of TheWorks.co.uk plc.

See our Board Overview

in Detail on page 67

Committee key:

Member of the Audit

and Risk Committee

Member of the

Remuneration Committee

Member of the

Nomination Committee

Member of the

Social Values and

ESG Committee

Denotes Committee

Chair

Eurocell plc Annual Report and Accounts 202562

Executive Committee

(In addition to Darren Waters

, Michael Scott and Will Truman

)

1 Until 9 February 2026.

2 From 4 November 2025.

Beth Boulton

Marketing Director

Beth joined Eurocell in November 2021.

She previously worked for Magnet

Kitchens where she was Head of

Marketing and Digital. Prior to that role,

Beth was Marketing Director at Utopia

Bathrooms and has also held positions at

Topps Tiles and Jewson.

Mike McKay

Group IT Director

Mike joined Eurocell in March 2020. He

previously worked for Polypipe Group

(now Genuit Group) where he was Group

Information Services Director for 15 years.

Immediately prior to this, Mike was Head

of Information Services for William Grant &

Sons and he has also held positions with

Ascent Technology and APV Baker.

Cat Hambleton-Gray

People Director

Cat joined Eurocell in January 2024. She

is a highly experienced HR practitioner,

having previously been HR Director

at Home Instead, a national specialist

provider of home help. Prior to that, she

held senior leadership roles with Halfords,

Pets at Home, Medivet and Costa Coffee.

Vicky Williams

Group Company Secretary

Vicky joined Eurocell in May 2024. She is

a qualified solicitor in England and Wales

and an experienced Chartered Secretary.

She previously held the role of Group

Company Secretary at ITM Power plc

and Fintel plc. Vicky also draws from a

broad career including senior roles in risk

assurance, legal services, and operations.

Executive Committee

Eurocell plc Annual Report and Accounts 2025 63

Financial Statements

Strategic Report Corporate Governance

Joy Naylor

Manufacturing and Recycling

Director

Joy joined Eurocell in 2024. She has a

background in mechanical engineering

and a career that spans consulting,

factory management, and business

transformation, previously holding senior

roles at JeldWen, Eaton, Industry Forum,

and Dunlop Aircraft Tyres.

Steve Hudson

Chief Executive, Alunet

Steve joined the Eurocell Executive

Committee following the acquisition of

Alunet in 2025. He draws on a wealth

of experience in the door and window

industry having started JDUK in 2013,

shortly followed by Alunet in 2016.

Gary Driscoll

Sales & Commercial Director

Gary joined Eurocell in 2007. Drawing

from over 30 years’ experience within the

Plastics and Fenestration sector, Gary has

held roles in Business Development, was a

Divisional Director in our Branch Network,

and now leads the Profile Division as the

Sales and Commercial Director.

Eurocell plc Annual Report and Accounts 202564

Dear shareholder,

As a Board, we are clear that a key

component of delivering on our purpose

and driving long-term shareholder

value is strong corporate governance,

whichreduces risks and promotes

sustainable growth.

As your Chair, one of my primary

responsibilities is to oversee the Board’s

processes and decision making, to

ensure that the Group is operating in

the best interests of our stakeholders.

In doing so, I support and direct the

adoption, implementation, monitoring

and communication of the Company’s

corporate governance arrangements.

This report sets out our corporate

governance framework and explains how

it underpins and supports the Executive

Committee and senior management in

fulfilling our purpose and delivering the

Group’s strategy. It also provides details

of the Board’s activities during the year,

including how it, and its Committees, have

made key decisions and discharged their

governance responsibilities.

During 2025, the Board focused on

further advancing the Group’s strategic

objectives, as well as further developing

the governance frameworks outlined on

the following pages of this report.

The Board is focused

onadvancing the

strategic objectives.”

Throughout the year, we have continued

to apply the principles and provisions

of the UK Corporate Governance Code

(the ‘Code’) 2024, under which this

report has been prepared. The provisions

relating to risk management and internal

controls (‘Provision 29’) are currently

being operated in accordance with the

2018 version of the Code ahead of the

effective date of the revised 2024 Code

changes that are effective for financial

years commencing on or after 1 January

2026. Whilst our progress on Provision 29

will be fully disclosed in next year’s Annual

Report, a summary of our work in progress

is set out in the Audit and Risk Committee

Report on pages 78 to 85.

Finally, I would like to extend my gratitude

for the continued strong shareholder

support that we receive, which enables

us to build a platform for long-term

sustainable growth, and I hope to see that

continuing into the future.

Derek Mapp

Chair

18 March 2026

Letter from the Chair

Derek Mapp

Chair

Eurocell plc Annual Report and Accounts 2025 65

Financial Statements

Strategic Report Corporate Governance

Role of the Board

The Board currently comprises

aNon-executive Chair, three

Non-executive Directors and two

Executive Directors, who are equally

and collectively responsible for the

proper stewardship and leadership of

the Company. Their biographical details

areset out on pages 60 and 61.

In accordance with the Code, at least

half the Board, excluding the Chair,

should be Non-executive Directors,

who are determined by the Board

to be independent in character and

judgement, and free from relationships or

circumstances, which may affect, or could

appear to affect, this judgement. The

Company regards Alison Littley, Iraj Amiri

and Angela Rushforth as ‘independent’

Non-executive Directors within the

meaning of the Code and, therefore, is

considered to be compliant in thisarea.

The Board also considers diversity and

inclusion throughout the Group and details

of the extent to which the Board has met

the FCA’s targets, in this regard, are set

out on page 76.

The formal schedule of matters reserved

for the Board’s consideration includes

thefollowing:

• Approval of the Group’s strategy,

long-term objectives, annual operating

budgets and capital expenditure plans

• Approving transactions of significant

value or major strategic importance,

including acquisitions

• Approving significant changes to

the Group’s capital, corporate or

management structure

• Monitoring and assessing the overall

effectiveness of the Group’s risk

management processes and internal

control systems, including those related

to health and safety, financial controls

and anti-bribery policies and procedures

• Approving the Annual and Half-Year

Reports, including Financial Statements

• Approving other corporate

communications related to matters

decided by the Board

• Board appointments and succession

planning and setting Terms of Reference

for Board Committees

• Remuneration matters, including the

general framework for remuneration and

share and incentive schemes.

Subject to those matters reserved for

its decision, the Board has delegated

to its Audit and Risk, Nomination,

Remuneration, and Social Values and ESG

Committees certain authorities. There are

written Terms of Reference for each of

these Committees, which are available

on the Group’s corporate website at:

investors.eurocell.co.uk. Separate reports

for each Committee are included in this

Annual Report on pages 74 to 106.

Details of how opportunities and risks to

the future success of the business have

been considered and addressed, can be

found in the Strategic Report on pages

52 to 58. Details of the sustainability of

our business model can be found in the

Strategic Report on pages 20 to 47. Our

governance framework underpins the

delivery of strategy and can be found

on pages 65 and 66. An overview of the

Group’s strategy can be found in the

Strategic Report on pages 14 to 19.

The Directors are ultimately responsible

for preparing the Annual Report and

Accounts and the Board confirms it

considers them, taken as a whole, to be

fair, balanced and understandable, and

provides the information necessary for

shareholders to assess the Company’s

position, performance, business model

and strategy.

Governance Framework

The Board meets regularly to discuss key

business issues and prescribe actions

as appropriate. The Group’s reporting

structure below Board level is designed

so that all decisions are made by those

most qualified to do so in a timely

manner. Day-to-day management and the

implementation of strategies agreed by

the Board are delegated to the Executive

Directors. Key to this delegation is the

Executive Committee, which meets

eachmonth.

This structure enables the Board to

make informed decisions on a range

ofkey issues including strategy and

riskmanagement.

All the Directors have the right to have

their opposition to, or concerns over,

the operations of the Board and/or the

management of the Company, noted in

the minutes. During the year, no such

opposition or concerns were noted.

The Chair and the Non-executive Directors

met during the year without the Executive

Directors present.

Role of the Chair

The Board has concluded that the Chair

has met the independence criteria of the

Code on appointment.

There is a clear division of responsibilities

between the Chair andthe Chief Executive.

The Chair is responsible for ensuring

that the Board functions effectively. He

sets the agenda for Board meetings and

ensures that adequate time is devoted to

discussion of all agenda items, particularly

strategic issues, facilitating the effective

contribution of all Directors and ensuring

that the Board as a whole is involved in the

decision-making process.

Role of the Chief Executive

The Chief Executive has principal

responsibility for all operational activities

and the day-to-day management of

the business, in accordance with the

strategies and policies approved by the

Board. The Chief Executive also has

responsibility for communicating to the

Group’s employees the expectations of

theBoard in relation to culture, values

andbehaviours.

Role of the Senior Independent

Director

The Senior Independent Director has an

important role on the Board, providing a

sounding board for the Chair, leading on

corporate governance issues and serving

as an intermediary for the other Directors.

She is available to shareholders if they

have concerns, which contact through

the normal channels of the Chair, Chief

Executive or other Executive Directors has

failed toresolve, or for which such contact

is not appropriate.

Alison Littley has served as Senior

Independent Non-executive Director

throughout 2025.

Role of the Non-executive

Directors

All Non-executive Directors are required to

allocate sufficient time to the Company to

discharge their responsibilities effectively.

The Non-executive Directors act in a way

they consider will promote the long-term

sustainable success of the Group for the

benefit of, and with regard to the interests

of, its stakeholders.

Corporate Governance Statement

Eurocell plc Annual Report and Accounts 202566

Eurocell plc Board Members:

•Independent Non-executive Chair •3 Independent Non-executive Directors •2 Executive Directors

Audit and Risk

Committee Members:

• 2 Independent Non-

executive Directors.

Remuneration Committee

Members:

• 3 Independent

Non-executive Directors.

Nomination Committee

Members:

• Independent Non-

executive Chair

• 3 Independent Non-

executive Directors.

Social Values and ESG

Committee Members:

• 3 Independent

Non-executive Directors

• 2 Executive Directors and

3 senior managers.

The Audit and Risk

Committee’s role is to

assist the Board with

the discharge of its

responsibilities in relation to

financial reporting, internal

controls, risk management,

compliance and audit.

The Remuneration

Committee recommends

the Group’s policy on

executive remuneration and

determines the levels of

remuneration for Executive

Directors, the Chair of

the Board and senior

management.

The Nomination Committee

assists the Board in

reviewing the structure,

size and composition of

the Board and succession

planning for senior

management.

The Social Values and

ESG Committee’s role

is to provide formal and

transparent oversight of the

Group’s ESG programme

and value-led agenda.

See Committee

Reporton

pages 78 to 85

See Committee

Reporton

pages 88 to 106

See Committee

Reporton

pages 74 to 77

See Committee

Reporton

pages 86 and 87

Executive Committee

The Executive Committee comprises senior managers, including the 3 Executive Directors who act as a bridge between the Board

and this Committee. Management teams report to members of the Executive Committee. The Board receives regular updates

from the Executive Committee in relation to business issues and developments.

See pages 62 and 63

Board composition, commitment

and election ofDirectors

The Nomination Committee leads

the process for Board appointments

and makes recommendations to the

Board. Prior to appointment, Board

members, in particular the Chair and

the Non-executive Directors, disclose

their other commitments and agree to

allocate sufficient time to the Company

to discharge their duties effectively and

ensure that these other commitments do

not affect their contribution.

The Executive Directors may accept

an outside appointment provided that

such appointment does not, in any way,

prejudice their ability to perform their

duties as Executive Directors of the

Company. Michael Scott and Will Truman’s

outside appointments (where applicable)

are disclosed on page60.

The Non-executive Directors’ appointment

letters anticipate a minimum time

commitment of 20 days per annum,

recognising that there is always

the possibility of an additional time

commitment and ad hoc matters arising

from time to time, particularly when

the Company is undergoing a period

of increased activity. The average time

commitment inevitably increases where a

Non-executive Director assumes additional

responsibilities such as being appointed to

a Board Committee.

All new Non-executive Directors undergo

an induction programme, and as such,

spend considerably more than the

minimum commitment during the course

of a year. All Non-executive Directors

are required to inform the Chair before

accepting another position in order to

ensure the Director has sufficient time

to fulfil their duties. The current Board

commitments of all Directors are shown

on pages 60 and 61 and their terms of

appointment are reported on pages 95

and 96.

The Company’s Articles of Association

contain powers of removal, appointment,

election and re-election of Directors and

provide that all of the Directors must retire

and may offer themselves for re-election at

each Annual General Meeting (‘AGM’).

At the upcoming AGM, all the current

Directors intend to offer themselves for

election/re-election, in accordance with

theCode.

Following the conclusion of the latest

Board evaluation process, the Board

considers all the Directors to be effective,

committed to their roles and to have

sufficient time available to perform

theirduties.

The Board has a process in place to

assess the current and future skills and

experience needed by the Non-executive

Directors against a matrix of requirements,

through which it has determined that the

Non-executive Directors are independent

and that the Board has appropriate and

complementary skills and experience.

Board evaluation and effectiveness

In accordance with the Code, a formal

evaluation of the Board’s performance,

along with its Committees, Chair and

individual Directors was conducted during

the year, with the results presented and

discussed at the December 2025 Board

meeting. This year’s internal evaluation

was performed by the Chair. The last

external evaluation was led by Haddleton

Knight in 2023.

Individual interviews were conducted

by the Chair with each Board member

and the Group Company Secretary.

Corporate Governance Statement continued

Board overview (as at 31 December 2025)

Gender Male Female

Ethnicity White British Other ethnic group

Length of service 0–3 years 3–7 years 8–9 years

Age

Eurocell plc Annual Report and Accounts 2025 67

Financial Statements

Strategic Report Corporate Governance

2025

2024

2025

2024

2025

2024

2025

50–59 60–69 70–79

Further sessions were held by the Senior

Independent Director with each Board

member and the Group Company

Secretary, to gain feedback for the Chair.

All involved fully engaged with the process

and provided their qualitative feedback,

which supported an open and frank

exchange of views.

Progress against the actions arising from

the 2024 review was considered and it

was noted that:

• Activities to promote greater Board

interaction with the wider workforce

have been delivered by way of an

enhanced schedule of Board listening

Groups and increased visibility at

operational sites

• Board agendas and standard

reportinghas developed to be more

forward-looking

• Externally led training delivered to

newer Non-executive Directors during

2025 was helpful in further improving

their knowledge of their duties

andresponsibilities.

The 2025 evaluation identified several

areas of strength and some areas for

enhancement and, overall, concluded that:

• The Board continues to operate in an

effective and professional manner, with

Non-executive Directors continuing

to strengthen their knowledge of

thebusiness

• Governance processes are transparent

and well run, although there is scope to

streamline processes to support more

agile and responsive decision making

• Risks are openly discussed with

deep-dive analysis and review of

material risks where appropriate

• There remains further scope,

and adesire, from the Board to

developfurther.

In addition, the evaluation highlighted

the following actions to strengthen the

Boardperformance:

• Further improvements to be progressed

on Board papers and Executive

recommendations, to provide greater

clarity of message and requirements

• A more detailed process of reporting on,

and reviewing, the product innovation

strategy would be beneficial to support

dynamic investment decisions

• The Committees operate well, however,

due to the deterioration in health and

safety performance during 2025,

oversight of this topic will now move

to Board level (previously a remit of the

Social Values and ESG Committee).

Eurocell plc Annual Report and Accounts 202568

Taking all of this into account, the Board

is satisfied that the current composition

of the Board, and its Committees,

provides an appropriate balance of skills,

experience, independence and knowledge

to allow the Board and its Committees to

discharge their duties and responsibilities

effectively and in line with the Code. Due

to the changes in Board composition

during 2025, it was determined that, in

order to better balance Non-executive

Director’s time commitments, Angela

Rushforth would succeed Alison Littley

as Chair of the Remuneration Committee,

effective from the 2026 AGM.

Conflicts of interest

The duties to avoid potential conflicts

and to disclose such situations for

authorisation by the Board are the

personal responsibility of each Director. All

Directors are required to ensure that they

keep these duties under review and to

inform the Group Company Secretary of

any change in their respective positions.

The Company’s conflict of interest

procedures are reflected in its Articles

of Association (‘Articles’). In line with

the Companies Act 2006, the Articles

allow the Directors to authorise conflicts,

and potential conflicts of interest, where

appropriate. The decision to authorise

aconflict can only be made by

non-conflicted Directors.

The Board, and its Committees, considers

conflicts or potential conflicts at each

meeting and, where such instances are

identified, takes appropriate action, usually

by excluding the conflicted party from any

related discussions/decisions.

The Articles require the Company to

indemnify its officers, including officers

of wholly-owned subsidiaries, against

liabilities arising from the conduct of the

Group’s business, to the extent permitted

by law. The Group carries Directors’ and

Officers’ liability insurance.

Board meetings and attendance

There were six full Board meetings held

during 2025, five meetings of the Audit

and Risk Committee, three meetings of the

Remuneration Committee, two meetings

of the Nomination Committee and three

meetings of the Social Values and ESG

Committee. All of these meetings were

held in-person and attendance was as

shown in the following table.

All Board members, including the Chair of

the Board, the Chief Executive, and the

Chief Financial Officer, are invited to all

Committee meetings regardless of whether

they are members of the Committee.

However, they are never involved in

discussions or decisions pertaining to

their own compensation or appointment

or replacement. In addition, the Audit

and Risk Committee also meets with the

external auditors without any Executive

Directors being present.

The Group Company Secretary is

also Secretary to the Audit and Risk,

Remuneration, Nomination, and Social

Values and ESG Committees, and attends

all meetings for this purpose.

In order to provide Directors enough

time to evaluate their papers beforehand,

Board packs are issued the week before

each meeting. Even if a Director is

unable to attend a Board meeting for any

reason, they are nevertheless informed

beforehand, given access to pertinent

documents, and their opinions are shared

with the other Directors.

The Group Company Secretary

The Group Company Secretary’s services

and advice are available to all Directors.

In addition to advising the Board on all

governance-related issues through the

Chair, the Group Company Secretary has

responsibility for making sure that all Board

processes are followed.

The Board receives updates from the

Group Company Secretary on new laws,

corporate governance and regulatory

matters, and the responsibilities and

duties of the Directors. Among the

matters reserved to the Board is the

appointment and removal of the Group

CompanySecretary.

Vicky Williams has served as Group

Company Secretary throughout 2025.

Directors may, at the Company’s expense,

seek independent expert assistance

as needed. Board Committees confirm

annually that they have access to sufficient

resources to carry out their responsibilities,

including the ability to hire outside

consultants as they see fit.

Board induction, development

andsupport

Following appointment, a new Director

undergoes an induction programme,

which includes a teach-in from members

of the Executive Committee on

important business topics, such as the

background to our markets and industry,

the Company’s strategy, commercial

approach, manufacturing and logistics

operations, administrative functions

andculture.

Corporate Governance Statement continued

FY25 Board and Committee attendance

The table below sets out Board and Committee meeting attendance during the year to

31 December 2025. The number of meetings attended is shown next to the maximum

number of meetings that each Director was entitled to attend.

Director Board

Audit and Risk

Committee

Remuneration

Committee

Nomination

Committee

Social Values

and ESG

Committee

Derek Mapp 6/6 – – 2/2 –

Alison Littley 6/6 5/5 3/3 2/2 3/3

Iraj Amiri 6/6 5/5 3/3 2/2 3/3

Angela Rushforth 5/6 – 2/3 1/2 2/3

Will Truman 6/6 5/5 3/3 2/2 3/3

Darren Waters 6/6 – – – 3/3

Michael Scott 6/6 – – – 3/3

Eurocell plc Annual Report and Accounts 2025 69

Financial Statements

Strategic Report Corporate Governance

Summary of induction programme

Understand the business

• Meet, on a one-to-one basis, the

Chair, Executive Directors and other

Non-executive Directors

• Receive teach-in presentations from

all key functions within the Group,

including Commercial, Operations,

Human Resources, Finance,

Marketing and IT

• Meet with external stakeholders

where appropriate e.g. customers,

suppliers, advisers, and in some

cases, major shareholders

• Review previous Board and

Committee papers, Committee Terms

of Reference, investor presentations

and staff survey results.

Meet our colleagues

• Meet with the Executive Committee

and senior management teams

• Visit all major operational sites,

including factories, the main

warehouse, a selection of branches

and the main offices, including an

opportunity to meet with colleagues

from these areas.

Individual development and training needs

are identified through the Board evaluation

process and through individual reviews

between the Directors and the Chair.

Risk management and internal

control

The Board recognises that it is responsible

for determining the nature and extent of

the risks it is prepared to face in order

toaccomplish its strategic goals and

for the oversight of the Group’s internal

control systems.

The effectiveness of the Group’s internal

control and risk management systems

has been reviewed and assessed by

the Board through the consideration of

reports received from both management,

and KPMG as part of our internal

audit programme. This includes an

assessment of the financial, operational,

and compliance controls for the time

period covered by this Annual Report,

as well as an evaluation of current and

emergentrisks.

The Strategic Report comments in detail

(pages 02 to 59) on the nature of the

principal risks and uncertainties facing

the Group; in particular those that would

threaten our business model, future

performance, solvency or liquidity and the

measures in place to mitigate them.

In conducting its review, the Board

has included a robust assessment of

these and other emerging risks and the

effectiveness of mitigating controls.

The Audit and Risk Committee Report

on pages 78 to 85 describes the internal

control system and how it is managed

andmonitored.

The Board confirms that no significant

failings or weaknesses were identified

in relation to the review. The Board also

recognises that these systems can only

offer a reasonable level of assurance

against material misstatement or loss and

that they are designed to manage, rather

than eliminate, the risk of failing to meet

business objectives.

Statement of compliance with

theCode

This Corporate Governance Statement,

together with the Nomination Committee

Report, the Audit and Risk Committee

Report, Social Values and ESG Committee

Report and the Remuneration Committee

Report, provide a description of how the

principles and provisions of the Code have

been applied during the year.

It is the Board’s view that, during 2025,

Eurocell plc was in compliance with the

relevant provisions set out in the Code

inall material respects.

This statement complies with sub-sections

2.1, 2.2(1), 2.3(1), 2.5, 2.7, 2.8(a) and

2.10 of Rule 7 of the Disclosure Rules

and Transparency Rules of the Financial

Conduct Authority. The information

required to be disclosed by sub-section

2.6 of Rule 7 is shown on pages 107

to110.

Annual General Meeting

Our AGM will be held at our Head Office

(see Company Information on page 167

for details) on 14 May 2026.

The notice of our AGM, together with the

Directors’ voting recommendations on

theresolutions to be proposed, is included

on a separate circular to shareholders

andwill be dispatched at least 21 clear

days before the meeting. The notice

willbeavailable to view at:

investors.eurocell.co.uk.

All Directors intend to attend the AGM,

including the Chairs of the Audit and Risk,

Remuneration, Nomination, and Social

Values and ESG Committees, who are

available to answer questions.

The Board welcomes questions from

shareholders who have an opportunity to

raise issues informally or formally before or

during the meeting.

For each proposed resolution, the proxy

appointment forms provide shareholders

with the option to direct their proxy vote

either for, or against, the resolution or to

withhold their vote. The proxy form and

any announcement of the results of a vote

make it clear that a ‘vote withheld’ is not a

vote in law and will not be counted in the

calculation of the proportion of the votes

for and against the resolution.

All valid proxy appointments are properly

recorded and counted by Equiniti, the

Company Registrars. Information on the

number of shares represented by proxy,

the proxy votes for and against each

resolution, and the number of shares in

respect of which the vote was withheld

for each resolution, together with the

proxy voting result, are given at the AGM.

The total votes cast, including those at

the AGM, are published on our website

(investors.eurocell.co.uk) immediately after

the meeting.

Derek Mapp

Chair

18 March 2026

Eurocell plc Annual Report and Accounts 202570

Stakeholder engagement and

Section 172(1) statement

As required by s172 of the Companies

Act 2006, the Directors of the Company

must act in the way they consider, in

good faith, would most likely promote the

success of the Company for the benefit of

its shareholders. In so doing, the Directors

must have regard (among other matters) to:

• The likely consequences of any decision

in the long term

• The interests of the Company’s

employees

• The need to foster the Company’s

business relationships with suppliers,

customers and others

• The impact of the Company’s operations

on the community and the environment

• The desirability of the Company

maintaining a reputation for high

standards of business conduct

• The need to act fairly as between

members of the Company.

To better comprehend the effects of

its decisions and operations, as well

as the interests and viewpoints of

our major stakeholders, the Board

takes into account information from

all areas of the business. This covers

topics including key risks, legal and

regulatory compliance, plus evaluations

of strategy, financial performance, and

operational performance. The Board and

its Committees receive this information

through reports that are circulated before

each meeting and, where necessary,

in-person presentations.

Customers

Why they matter

The Board recognises that establishing

strong and lasting relationships with our

customers is essential to our growth

ambitions. To become the supplier of

choice, we must, among other things,

continually improve our product offerings,

quality, availability, and service.

How we engage

• Regular contact between senior

management and key customers

• Review of insight surveys including Net

Promoter Scores and Trustpilot ratings

• Periodic forums with customer

groups to discuss product design

andinnovation

• Ongoing monitoring of social media

platforms for relevant comments/issues.

How the Board complements

engagement efforts

Throughout 2025, the Board received

regular updates on our performance

against customer and service-related KPIs,

compared to historical and industry/sector

benchmarks, and offered their input and

sector advice on new initiatives.

How their interests were

considered during 2025 and key

decisions arising

Our Customer Growth and Business

Effectiveness strategic pillars include

continued progression of initiatives to

enhance our customers’ experience

and deliver our ambition to be the trade

customer’s preferred choice. During the

year, the Board:

• Approved the acquisition of the

Alunetgroup of companies in March

2025 and oversaw the subsequent

integration activities, including

identification of shared customers

andcross-selling opportunities

• Oversaw progress on our trade counter

and enterprise resource management

system replacement projects, which

(inter alia) aim to significantly improve

customer experience and support

• Reviewed the introduction of, and

progress with, PowerUp, our new

customer incentive and loyalty

programme launched in 2025

• Approved the Branch Network

expansion and relocation activities

completed during the year.

For more details see Customer

Growth on pages 16 and 17

Corporate Governance Statement continued

As a result of these activities, the Board

has gained a thorough understanding

of the interests and viewpoints of all key

stakeholders, as well as other relevant

factors, which helps the Directors comply

with the requirements of section 172 of the

Companies Act of 2006.

The table overleaf sets out the Board’s

approach to stakeholder engagement in

the context of some of the most important

decisions made during 2025. The Board

will sometimes engage directly with certain

stakeholders on certain issues, but the

size and distribution of our stakeholders

and of the Eurocell Group dictate that

stakeholder engagement often takes place

at an operational level. To give greater

understanding to this, we have provided

clear cross-referencing to where more

detailed information can be found in this

Annual Report.

The disclosures on the Company’s

substantial shareholders, restrictions on

voting rights and powers to amend the

Articles of Association are included within

the Directors’ Report on page 107.

Eurocell plc Annual Report and Accounts 2025 71

Financial Statements

Strategic Report Corporate Governance

Shareholders

Why they matter

The Board recognises the importance

of engaging with all shareholders and

places a high priority on having productive

conversations to gather feedback, and act

on areas of interest and concern, as well

as ensure that our regulatory obligations

are met.

How we engage

• Comprehensive investor relations

programme and regular dialogue with

the investment community

• Formal analyst presentations and

investor meetings following the

announcement of the Group’s half-year

and full-year results

• Investor meetings following trading

updates and otherwise ad-hoc meetings

throughout the year

• Annual General Meetings.

How the Board complements

engagement efforts

The Board is committed to delivering

sustainable value for our shareholders and

engaged with investors during the year

asfollows:

• Board received regular updates on

shareholder engagement, investor

feedback, analyst reports, and share

price developments

• Periodic Chair’s roadshow plus ad hoc

investor meetings, supported by the

Non-executive Directors.

How their interests were

considered during 2025 and key

decisions arising

• Investor relations is covered at all Board

meetings and updates

• Investor feedback is considered when

reviewing our capital allocation policy

decisions, which are designed to

drive shareholder returns through a

combination of ordinary dividends and

share buybacks.

For more details see the Chief

Financial Officer’s Review on

pages48 to 51

Colleagues

Why they matter

The Board recognises that our colleagues

are the major drivers of the Company’s

performance and success and, therefore,

the importance of providing a safe

workplace that values diversity and

inclusion, and provides employees with the

opportunities to advance in their careers

and reach their full potential.

How we engage

• Regular senior management team

briefings on progress with the strategy,

operational and financial performance,

with a summary cascaded through

theorganisation

• Monthly Company magazine,

focusingon information-sharing

andcolleague engagement

• Periodic staff surveys, with results used

to drive change and improvement

• Regular attendance by Executive

Committee members on safety walks

and at safety stand-downs

• Board-level sponsorship for review of

whistleblowing reports and subsequent

lessons learned.

How the Board complements

engagement efforts

• Non-executive Director listening

groupsto gather colleagues’ views

onimportant topics

• Board member visits to operating

sites and branches to drive enhanced

engagement and increase Board

awareness of day-to-day activities

andchallenges

• Social Values and ESG Committee

receives progress updates on colleague

engagement and wellbeing initiatives

• Board review of staff survey results, with

proposed action plan considered and

implementation monitored.

How their interests were

considered during 2025 and key

decisions arising

During 2025, management’s proposals

and activities relating to our People First

strategic pillar were considered by the

Board with the following actions arising:

• Approval of the 2025 annual pay award

• Review of the Group-wide grading

framework development and wider

work-force compensation and benefit

arrangements

• Oversight of the Company’s gender pay

gap reporting

• Oversight of the 2025 ‘Winning Formula’

colleague engagement survey results,

focused on workplace culture.

For more details see People First

on pages 25 to 27

Suppliers

Why they matter

The Board appreciates that, to operate

effectively, we must ensure secure

supplies of good quality sustainable

materials at a fair price from suppliers

with high ethical standards, and

monitorsupplier performance against

appropriate metrics.

How we engage

• Regular review meetings between

senior management and key suppliers,

covering topics such as pricing, supply

continuity and service levels

• Formal tender processes conducted

forlarge/high-value suppliers

• Engagement with suppliers on

how we can support each other on

environmental matters

• Clear communication of our

expectations for suppliers in terms of

conduct and ethics.

How the Board complements

engagement efforts

During 2025, cost inflation continued

to be discussed at all Board meetings

and updates. Board members shared

their ideas and experiences on supplier

relationships and engagement, in the light

of current risks and challenges.

How their interests were

considered during 2025 and key

decisions arising

The Board continued to work with,

andadvise, management on their

approach, including:

• To closely manage supplier agreements

to provide security of supply at fair

prices, particularly with regards to PVC

resin, electricity and recycling feedstock

• To pass a fair proportion of cost inflation

onto our own customers through selling

price increases.

For more details see Sustainable

Products on pages 32 to 33

Eurocell plc Annual Report and Accounts 202572

Government and regulatory/

industry bodies

Why they matter

The Board recognises the critical

importance of ensuring the highest

standards of corporate governance,

including compliance with the rules for

listed companies and other relevant

regulations (e.g. health and safety, and

taxation), which together give us our

licence to operate.

How we engage

• Adherence to the UK Corporate

Governance Code principles

andprovisions

• Clear policies to help prevent

wrongdoing, including whistleblowing,

bribery and corruption, fraud, financial

crime and modern slavery, with training

provided where appropriate

• Regular meetings with tax advisers

to review tax compliance and

HMRCcorrespondence

• Members of the Windows and

Recycling groups of the British Plastics

Federation and the British Fenestration

Rating Council, which provide a forum

to understand changes in relevant

legislation and building standards.

How the Board complements

engagement efforts

The Audit and Risk Committee receives

regular reports on governance,

regulatory and compliance matters

from management and from external

and internal auditors. The internal audit

programme is designed to provide

assurance in this area.

In addition, the Board receives updates on

matters such as developments in building

regulations and our associated new

product development initiatives.

Corporate Governance Statement continued

Environment and communities

Why they matter

Environmental, Social and Governance

(‘ESG’) considerations have been a

key part of the Board’s agenda again in

2025, as we further developed our plans

in this very important area. The Board

understands the role all organisations have

to play in protecting the environment and

in mitigating the impact of climate change.

The Board also recognises the need to

support the local communities in which

ourlarger facilities are located.

How we engage

• Leading UK-based recycler of

PVCwindows

• Ongoing review of our environmental

impact and action plans to reduce this

• Consultation with our suppliers to

achieve reductions in carbon emissions

across our value chain

• Major operational sites engage with,

andsupport, local communities.

How the Board complements

engagement efforts

The Board provides oversight on these

matters through the Social Values and

ESG Committee and maintains an open

dialogue with our advisers, CEN Group,

who regularly attend Committee meetings

to engage on ESG topics.

How their interests were

considered during 2025 and key

decisions arising

• Approval of the project to install solar

panels at our head office and distribution

centre during 2025

• Monitoring of external ESG rating’s

agency assessments of the

Company’sdisclosures

• Review of the ESG ambitions and plans

for the next two-year period, confirming

our ongoing commitment to delivering

our stated targets and ambitions.

For more details see Environmental

Leadership on pages 28 to 31

How their interests were

considered during 2025 and key

decisions arising

• Review of the 2024 revisions to the UK

Corporate Governance Code to support

compliance from the effective date of

financial years beginning on or after

1January 2025 (1 January 2026 for the

effectiveness of the Company’s material

controls) guided by the Audit Committee

• Review of the Company’s

arrangements to prevent wrongdoing,

including whistleblowing, bribery,

corruption, fraud, financial crime,

andmodernslavery

• Approval of the Company’s tax policy

• Review of the requirements of the

Economic Crime and Corporate

Transparency Act 2023.

For more details see Ethics and

Compliance on pages 34 and 35

Eurocell plc Annual Report and Accounts 2025 73

Financial Statements

Strategic Report Corporate Governance

The Board evaluates and tracks

culturethrough:

• Examining staff survey results and

response rates

• Reviewing staff turnover rates

• Scrutinising health and safety data,

including near-misses

• Reviewing colleague whistleblowing cases

• Engaging with senior management

andcolleagues

• Observing attitudes towards internal

and external auditors and regulators like

HMRC and HSE.

Through the implementation of consistent

annual salary evaluations, annual bonus

target-setting, and benefit entitlement,

executive compensation has been, and

remains, in line with the Company’s overall

pay policy. As a result, it has not been

considered necessary to engage with

colleagues on this matter.

Overall, the Board recognises that

culture, including values and behaviours,

isevolving across the Group.

Engagement with the workforce

As described in Stakeholder engagement

on pages 70 to 73, we acknowledge that

our colleagues provide the foundation for

our Company’s performance and success,

and that in the present social, political, and

economic climate, active engagement is

more important than ever.

To supplement the team briefings,

continuous improvement workshops, and

health and safety forums already in place,

the Group hosts a variety of colleague

engagement initiatives. Theseinclude:

• A digital Company magazine, ‘Eurocell

& You’, which updates on performance

and other important activities around

the Group, with a focus on information

sharing and colleague engagement

• Frequent colleague focus groups with

the designated Non-executive Director,

Alison Littley, to ensure that the Board

hears the opinions of the workforce

• Departmental listening groups to allow

colleagues to provide direct feedback

from which appropriate action plans can

be formulated

• Group-wide staff surveys, to provide

invaluable insight into how our

colleagues feel

• Review of retention and recruitment

challenges, to identify areas for

improvement and ensure we remain

competitive in the labour market

• Improvements to the induction process

for new colleagues

• More flexible working arrangements,

including hybrid working

whenappropriate

• Improvements in colleague facilities

and restrooms as part of an overall staff

welfare improvement programme

• Ongoing opportunities for all colleagues

to become shareholders through the

Save As You Earn scheme.

Eurocell plc Annual Report and Accounts 202574

Role and responsibilities

The principal duties of the Nomination Committee are to:

• Regularly review the structure, size and composition of the

Board (including its skills, knowledge, experience, length of

service and diversity) and make recommendations to the

Board with regard to any changes

• Identify and nominate, for approval by the Board,

candidates to fill Board vacancies

• Review the time commitments required from Non-executive

Directors, along with the number of external directorships

held, to ensure all duties are being fulfilled

• Maintain an effective succession plan for the Board and

senior management, considering the challenges and

opportunities facing the Company, along with the skills and

expertise needed in the future, while promoting diversity of

ethnicity, gender, background and skills

• A review of Directors’ time commitments and independence

• Consideration of the re-election of Directors at the Annual

General Meeting

• Approving updates to the Committee’s Terms of Reference

• Considering and approving the Committee’s report for

inclusion in the Annual Report and Accounts.

Summary of activities during

theyear

The Nomination Committee met twice

during the year and attendance at the

meetings is shown on page 68.

The main activities of the Committee

included:

• Oversight/recommendation of the

changes to the Board, Committees and

other senior management, as outlined

within this report

• Considering the results of the internal

evaluation of the Committee’s

effectiveness (see pages 66 to 68 for

further details).

Board, Committee and other

seniormanagement changes

The following changes to key roles

and personnel were overseen by the

Committee during the year:

• The appointment of Will Truman as

Chief Financial Officer (designate) in

November 2025 and subsequently as

Chief Executive Officer in February 2026

• The appointment of Angela Rushforth

as Remuneration Committee Chair

following the 2026 AGM, to better

balance the workload across our

Non-executive Directors

• The appointment of Stuart Livingstone as

Chief Operating Officer in January 2025.

Dear shareholder,

I am pleased to report to

you on the main activities

of the Committee and

how it has performed its

duties during the year.”

Committee composition

Derek Mapp

(Chair)

Will Truman

Alison Littley

Iraj Amiri Angela

Rushforth

1 Stepped down from the Committee

4 November 2025.

Nomination Committee Report

Derek Mapp

Chair of the Nomination Committee

Eurocell plc Annual Report and Accounts 2025 75

Financial Statements

Strategic Report Corporate Governance

Nomination Committee members

During 2025, the Nomination Committee

comprised:

Chair:

Derek Mapp

Committee members:

Iraj Amiri

Alison Littley

Angela Rushforth

Will Truman

Nomination Committee structure

and governance

The Code recommends that a majority

ofthe Nomination Committee be

Non-executive Directors, independent in

character and judgement and free from

any relationship or circumstance, which

may, could or would be likely to, or appear

to, affect their judgement. The Board

considers that the Company complies with

the Code in this respect.

Only members of the Committee have the

right to attend Committee meetings, but

the Committee may invite others, including

the People Director and external advisers,

to attend all, or part of, any meeting if

it thinks it is appropriate, necessary, or

pursuant to the terms of any agreement

with shareholders.

No individual participates in discussion or

decision making when the matter under

consideration relates to themselves. The

Committee is supported by the services

of the Group Company Secretary, and it is

empowered to appoint search consultants

and other professional advisers as it sees

fit to assist with its work.

The Nomination Committee will meet

as often as it deems necessary but, in

accordance with its Terms of Reference,

at least twice a year.

Diversity and inclusion

A range of personal strengths and industry

backgrounds is represented on the

Board. All Board and senior management

appointments are made on merit, in line

with the approach adopted throughout the

Group’s workforce.

The Board recognises and embraces

the benefits of diversity and, in particular,

the value that different perspectives and

experience bring to the quality of debate

and decision making. The Company has

a documented Board Diversity Policy,

available at, investors.eurocell.co.uk,

which covers both Board and Committee

appointments.

The Board recognises the Group operates in a historically male-dominated industry but is committed to consider diversity as a key

element in senior appointments. The table below summarises the progress made against each of the FCA’s Board diversity targets:

FCA target At 31 December 2025 At 31 December 2024

% of women on the Board At least 40% 29%

29%

Number of senior Board positions

held by women At least 1 1

Number of Board members from an ethnic-minority background At least 1 1

1 FCA target not met.

2 FCA target met.

3 Senior Board positions are Chair, Chief Executive, Senior Independent Director or Chief Financial Officer.

At 31 December 2025, being the chosen

reference date, the Group met two of the

three FCA diversity targets.

The percentage of women on the Board

at the date of this report has increased

to 33% following Darren Waters stepping

down from the Board.

The relatively small size of the Board,

and the pre-existing Directors’ service

contracts, inevitably limits the pace

of change but, nevertheless, as

vacancies arise, the Board will continue

to move towards the FCA’s targets

whereverpossible.

However, the overriding policy in any new

appointments will continue to be one of

selecting candidates with an appropriate

mix of skills, capabilities and market

knowledge, to ensure the continued

success of the business.

1 Stepped down from the Committee 4 November 2025.

Eurocell plc Annual Report and Accounts 202576

Details of the Board and Executive Committee’s gender/ethnicity is as follows:

Gender representation

At 31 December 2025

Number of

Board members % of the Board

Number of senior

positions on the Board

(CEO, CFO, SID and Chair)

Number in executive

management

% of executive

management

Men 5 71% 3 4 50%

Women 2 29% 1 4 50%

Total 7 100% 4 8 100%

At 31 December 2025

Number of

Board members % of the Board

Number of senior

positions on the Board

(CEO, CFO, SID and Chair)

Number in executive

management

% of executive

management

White British or other White

(including minority-White groups) 6 86% 4 8 100%

Other ethnic group, including Arab 1 14% – – –

Total 7 100% 4 8 100%

At 31 December 2024

Number of

Boardmembers % of the Board

Number of senior

positions on the Board

(CEO, CFO, SID and Chair)

Number in executive

management

% of executive

management

Men 5 71% 3 2 40%

Women 2 29% 1 3 60%

Total 7 100% 4 5 100%

At 31 December 2024

Number of

Boardmembers % of the Board

Number of senior

positions on the Board

(CEO, CFO, SID and Chair)

Number in executive

management

% of executive

management

White British or other White

(including minority-White groups) 6 86% 4 5 100%

Other ethnic group, including Arab 1 14% – – –

Total 7 100% 4 5 100%

Ethnicity representation

The above data was collected on the basis of self-reporting by the individuals concerned who were asked to select their gender/

ethnicity from a list of options derived from the FCA’s template.

The gender balance of those in the senior management and their direct reports is included within the Sustainability Report on page 27.

Nomination Committee Report continued

Eurocell plc Annual Report and Accounts 2025 77

Financial Statements

Strategic Report Corporate Governance

Succession planning

In 2025, the Committee continued its proactive work on succession planning for

theBoard.

As part of this process, a detailed review of the composition, skills and experience

of theBoard, and each of its Committees, is maintained, together with desired role

profiles, which identify the preferred attributes to be sought in future appointments.

Theprocess includes an analysis of any succession gaps or risks identified and includes

contingency plans for the sudden or unexpected departure of Executive Directors or

other seniormanagers.

The Committee also advises and oversees senior management talent assessments,

appointments and succession plans, in order to maintain an appropriate balance of

skills, experience and diversity within the Company. The benefits of this proactive

approach are illustrated by the ongoing evolution of the Executive Committee.

In summary, we are confident that the Board has a good understanding of succession

planning across the Group and the range of measures being used to continue to

develop and recruit talented senior employees, and that this will be further strengthened

by the development of succession plans for the Executive Committee planned for 2026.

Board appointment process

All appointments to the Board are subject to a formal, rigorous and transparent

appointment process, and are made based on merit and objective criteria. The process

for these appointments is typically as follows:

Candidate

requirements

A detailed

candidate

profile setting

out required

capabilities and

experience is

agreed and

passed to an

independent

search firm to

facilitate the

process

Independent

search firm

prepares an

initial long-list

of candidates

and conducts

the first round

of interviews

to assess the

candidates’

fit with the

role and key

competencies

Interviews

The Committee

then considers

a shortlist of

candidates and

interviews are

held with all

Board members

Board

approval and

announcement

The Committee

makes a

recommendation

to the Board for

its consideration.

Following Board

approval, the

appointments are

announced to

themarket

Appointment of Will Truman as an

Executive Director

During 2025, the Committee considered

the appointment of Will Truman, then

a Non-executive Director, to the role of

Chief Financial Officer Designate, following

Michael Scott declaring his intention to

retire in 2026. This appointment was

confirmed by the Board in November

2025. Subsequently, following Darren

Waters stepping down in February 2026,

the Committee made a recommendation

to the Board that Will Truman be

appointed as Chief Executive. As a result

of this, an external search for a Chief

Financial Officer has commenced. As

announced in February 2026, Michael

Scott has agreed to defer his retirement,

and remain as Chief Financial Officer while

this search is carried out.

While the Company’s usual practice is to

conduct an external search process for

Executive appointments, the Committee

concluded that in each of these specific

circumstances, an external process would

not have been proportionate.

The Committee carefully considered each

time the option of an external search, but

determined that the associated time and

cost would not have been in the best

interest of the Company or shareholders,

given the opportunity and benefits of

continuity, particularly recognising the

immediate priorities facing the business.

In reaching its decision, the Committee

undertook a rigorous assessment of Will’s

suitability for each role. This included

consideration of his skills, experience,

leadership capability and his performance

during his tenure as a Non-executive

Director, as well as a re-assessment of

his other external commitments and any

potential conflicts of interest. Will was

notinvolved in decisions regarding his

ownappointment.

The Committee was satisfied that Will’s

deep understanding of the Company,

combined with his prior experience,

enabled him to assume the roles effectively

and with minimal transition risk. The

Board approved his appointment initially

as Chief Financial Officer (designate), and

subsequently as Chief Executive Officer on

this basis.

Derek Mapp

Chair of the Nomination Committee

18 March 2026

Eurocell plc Annual Report and Accounts 202578

In reviewing the 2025 Annual Report, the

Committee considered the key areas of

accounting estimates and judgements

noted on page 81. This included reviews of

the classification and separate presentation

of certain items of income and expense as

non-underlying, as well as the accounting

and disclosures for the Alunet acquisition.

Inboth cases, the Committee concluded

that the treatment and presentation

adopted was appropriate.

In the light of the Financial Reporting

Council’s (‘FRC’s’) work on UK audit

and corporate governance reform, the

Committee has continued to focus

on the Company’s approach to risk

management and internal controls, and has

monitored the implementation of planned

improvements in this area.

The Internal Audit programme for 2025

included reviews in five business areas,

details of which are included on page

83. These reviews did not highlight

any high-risk issues and demonstrated

solid foundations upon which further

developments and improvements can

bebased.

Another key area of work for the Committee

in 2025 has been oversight of the

onboarding of Deloitte LLP as the Group’s

external auditor, following their appointment

at the 2025 AGM.

Further information on our activities is set

out in this report. Collectively, this work

has provided the necessary assurance

to the Committee that internal controls

and governance arrangements are both

adequate and operating effectively, and

that the 2025 Financial Statements are fair,

balanced and understandable.

Finally, I would like to thank my fellow

Committee members, and both the internal

and external auditors, for their valuable

contribution and support during the year.

Iraj Amiri

Chair of the Audit and Risk

Committee

18 March 2026

Dear shareholder,

I am pleased to report to

you on the Audit and Risk

Committee’s objectives,

responsibilities and

activities during 2025.”

Committee composition

Iraj Amiri

(Chair)

Alison Littley Will Truman

1 Stepped down from the Committee

4 November 2025.

Audit and Risk Committee Report

Iraj Amiri

Chair of the Audit and Risk Committee

Eurocell plc Annual Report and Accounts 2025 79

Financial Statements

Strategic Report Corporate Governance

Role and responsibilities

The key responsibilities of the Committee are as follows:

• Review the Annual Report, Half-Year Report and any other

formal announcements relating to the Group’s financial

performance, giving due consideration to significant

accounting issues and judgements contained therein, as

well as compliance with accounting standards and other

legal and regulatory requirements

• Review the Annual Report and Financial Statements to

advise the Board on whether they give a fair, balanced and

understandable explanation of the Group’s business and

performance over the relevant period

• Review the effectiveness of the Group’s financial reporting

systems and procedures

• Consider the Group’s internal controls and risk management

systems and advise the Board whether they are adequate,

by receiving reports on their effectiveness from the Chief

Financial Officer and Chief Executive, together with reports

from the Group’s outsourced internal auditors and from the

external auditor

• Review updates to the Group’s risk register presented

bymanagement

• Oversee the Group’s procedures to ensure compliance

with the provisions of the Bribery Act 2010 and the Group’s

Whistleblowing Policy

• Consider the external auditor’s independence and

objectivity, audit and non-audit fees and make

recommendations regarding audit tender and the

appointment and remuneration of the auditors, together

with the terms of their engagement

• Review the annual audit plan and monitor the effectiveness

of the external audit process

• Monitor and review the effectiveness of the outsourced

internal audit function, including a review of the internal

audit plan, all internal audit reports, and management’s

responses to the findings and recommendations of the

internal auditfunction

• Consider the adequacy of the Group’s finance function

• Review the Group’s Tax Strategy

• Review the Committee’s Terms of Reference

• Review the Committee’s composition and effectiveness.

Summary of activities during

the year

The Audit and Risk Committee met

formally five times during the year and

attendance at the meetings is shown on

page 68.

The areas of particular focus for the

Committee in 2025, and up to the date

ofthis Annual Report, were as follows:

• Reviewed the accounting treatment,

judgements and disclosures relating to

the acquisition of the Alunet group of

companies in March 2025

• Continued to review the Group’s

approach to risk management and

internal controls and developed

recommendations regarding the

effectiveness, formalisation and

documentation of both new and existing

policies and processes

• Ongoing review and guidance over the

work done to ensure the Group was

ready to comply with those amendments

to the UK Corporate Governance Code

(the ‘Code’), which became effective

for financial years beginning on or after

1January 2025, and monitoring progress

towards the amendments to provision 29

of the Code, which will become effective

for financial years beginning on or after

1January 2026

• Considered the separate presentation of

certain items of income and expense as

non-underlying, including costs incurred

on the project to replace our trade

counter and enterprise resource planning

(‘ERP’) systems, restructuring costs and

acquisition-related expenses

• Oversight of arrangements to continually

strengthen the cyber defences and

further develop resilience and security in

this area, including consideration of the

conclusions from a third-party expert

cyber audit in 2025

• Reviewed the external auditor’s plan

for their audit for the year ended

31December 2025

• Reviewed reports from the external

auditors setting out their findings arising

from their audits for the years ended

31December 2024 and 2025, as well as

their review of the 2025 Half-Year Report

• Reviewed documentation prepared to

support the viability statement and going

concern assumption set out on page 59

• Considered the impact of any new

accounting standards and financial

reporting requirements, including

guidance issued by the Financial

Reporting Council (‘FRC’)

• Considered reports by management

related to the effectiveness of the

Group’ssystems of risk management

andinternal control

• Considered reports by management on

the Company’s procedures in place to

mitigate the risk of material corporate

fraud and meet the requirements of

the Economic Crime and Corporate

Transparency Act (2023)

• Reviewed the Group’s risk register,

including principal and emerging risks

• Considered reports prepared by the

Group’s outsourced internal audit function

• Considered the results of the

internalassessment of the

Committee’seffectiveness

• Approved updates to the Committee’s

Terms of Reference.

The Committee was also kept up to date

with changes to accounting standards

and developments in financial reporting,

company law and other regulatory matters

through presentations from the external

auditors, Chief Financial Officer and the

Company’s finance function.

The role of the Audit and Risk Committee

is to oversee financial reporting, review

the ongoing effectiveness of the Group’s

internal controls and provide assurance on

the Group’s risk management processes.

The Committee also assesses information

received from the external and internal

audit functions.

Eurocell plc Annual Report and Accounts 202580

Following the 2025 year-end, at the March

2026 meeting, the Committee reviewed

and recommended for approval by the

Board, the financial results for the year

ended 31 December 2025, including a

review of the full-year external audit.

As part of that process, the members

of the Committee reviewed the Annual

Report, including the adequacy of the

disclosure with respect to going concern

and viability reporting. The Committee

considered the appropriateness of

preparing the accounts on a going

concern basis, including consideration

of forecast plans, and supporting

assumptions, as well as sensitivity

analysis, and concluded that the

Company’s financial position was such

that it continued to be appropriate for

accounts to be prepared on a going

concern basis.

This additional review by the Audit and

Risk Committee, supplemented by advice

received from external advisers during

the drafting process, assisted the Board

in determining that the report was fair,

balanced and understandable at the time

that it was approved.

Audit and Risk Committee

members

During 2025, the Audit and Risk

Committee comprised:

Chair:

Iraj Amiri

Committee members:

Alison Littley

Will Truman

All members of the Committee served

throughout the year, unless otherwise stated.

The Governance Code recommends

that all members of the Audit and Risk

Committee are Non-executive Directors,

independent in character and judgement

and free from any relationship or

circumstance which may, could or would

be likely to, or appear to, affect their

judgement and that one such member has

recent and relevant financial experience.

The Board considers that the Company

complies with the requirements of the

Governance Code in this respect, and

that, by virtue of his extensive experience

(details of which is set out on page 61), Iraj

Amiri, a Fellow of the Institute of Chartered

Accountants in England and Wales has

recent and relevant financial experience.

Furthermore, all Committee members

have extensive relevant commercial

and operational experience, including

in building/construction and industrial

organisations, which both benefit the

Committee and collectively illustrate its

competence relevant to the sector in

which the Group operates.

Only members of the Committee have

the right to attend Committee meetings,

but both the internal and external auditors

were invited to attend all meetings during

the year, as a matter of course. The Chair

of the Board, the Chief Executive, the

Chief Financial Officer and other members

of the Board were also invited to attend all

the Committee meetings during the year.

In addition, the external and internal

auditors met regularly with the Committee

without executive management being

present and met separately with each of

the Audit and Risk Committee Chair and

the Chief Financial Officer.

The Audit and Risk Committee will meet

as often as it deems necessary but, in

accordance with its Terms of Reference,

atleast three times a year.

1 Stepped down from the Committee 4 November 2025.

Audit and Risk Committee Report continued

Eurocell plc Annual Report and Accounts 2025 81

Financial Statements

Strategic Report Corporate Governance

Key accounting estimates and judgements

As described on page 78, the Committee reviewed the key estimates and judgements used in the preparation of the Group’s

2025 Financial Statements (including a review of Deloitte LLP’s report and a discussion of their observations and findings in this area)

asfollows:

Area Estimate/judgement Management’s approach Committee’s review

Acquisition

accounting

Identifying and valuing

the fair value of the

consideration payable

and the fair value

of theassets and

liabilitiesacquired

Review of the initial consideration paid for

the business, including adjustments made

in respect of working capital and net debt.

Identify, estimate and value potential future

consideration payments dependent on

future performance against pre-determined

targets for the acquired entities.

Review of detailed financial information

provided in support of the completion

accounts to accurately assess the fair values

of acquired assets and liabilities.

Identify and value any intangible assets

acquired, including goodwill.

Critically reviewed the valuation of

consideration payable and of the

acquired assets and liabilities, including

management’s assessments of any

acquired intangible assets such as

customer relationships and goodwill.

Non-underlying

items

Classification and

separate presentation of

certain items of income

and expense as

non-underlying

Identify items that, due to their nature

and extent, merit separate presentation

in the financial statements. This

includes strategicIT projects, material

restructuringofthe business and

associatedimpairment charges, and

certainacquisition-relatedexpenses.

Critically evaluated management’s

approach to identifying items that meet the

classification criteria and assessed whether

the presentation of financial performance

measures excluding these items is

helpful to the reader in understanding the

underlying performance of the Group.

Accounts

receivable

recoverability

Provision for bad and

doubtful debts

Application of IFRS 9’s expected credit loss

approach to the impairment of receivables

(which requires the use of forward-

looking statistical modelling to determine

the appropriate level of provision), plus

overlaysto take into account other material

factors affecting recoverability, including

credit insurance.

Critically evaluated the methodology with

respect to setting provisions for potential

bad and doubtful debts, including

management’s assessment of macro

uncertainty, as well as the absolute level

of provisions held

Inventory

valuation

Standard costing and

overhead absorption,

plus provision

for slow-moving

items, discontinued

productlines and

obsolete stock

Assessment of standard to actual cost

adjustments and overhead absorption

intostock.

Assessment of the appropriate level

of provisioning against obsolescence,

undertaken in the context of current trading

and the forecast for the next financial year

and beyond.

Critically reviewed the carrying value

of the Group’s inventory, the approach

taken by management, and assessed

the reasonableness of the underlying

assumptions and financial forecasts used.

1 The Committee’s review also considered the specific nature and characteristics of customers in the Group’s two major divisions.

Risk management

The Group’s risk management processes

are set out in detail on pages 52 and 53.

In the light of the Financial Reporting

Council’s (‘FRC’s’) work on UK audit

and corporate governance reform, and

the revised UK Corporate Governance

Code (2024), the Group has reviewed

its approach to risk management and

internal controls, and developed a plan

to further improve their effectiveness.

Implementation of these changes began

in2024 and continued during 2025.

A description of our work in relation

to internal controls is included in the

nextsection.

In terms of risk management, a formal

Risk Appetite Statement has been

developed and approved by the Board,

with supporting frameworks now in

place for risk management, assurance

strategy and policy management, along

with the implementation of enhanced

risk assessment tools to support the risk

management approach.

These tools include the preparation of a

risk canvas, the completion of checklists

from the FCA’s Systems and Controls

Sourcebook and Corporate Governance

code, and a risk materiality assessment.

The Group’s Risk Management Committee

is chaired by the Chief Financial Officer.

This Committee reviews significant risks

and the status of related mitigating actions.

The Audit and Risk Committee reviews

the risk register twice per year to ensure

the timely identification and robust

management of inherent and emerging

risks is taking place. To the extent that any

failings or weaknesses are identified during

the review process, appropriate measures

are taken to remedy these.

Information relating to the management of

risks and any changes to the assessment

of key risks is reported by the Audit and

Risk Committee to the Board.

Eurocell plc Annual Report and Accounts 202582

Internal controls

The Board is responsible for the overall

system of internal controls for the Group

and for reviewing its effectiveness. The

Board receives assurance on internal

control effectiveness at least annually,

covering all key controls including financial,

operational and compliance controls and

risk management systems.

In particular, the Board discharges its

duties in this area by:

• Holding regular Board meetings to

consider the matters reserved for

itsconsideration

• Receiving regular management reports,

which provide an assessment of key

risks and mitigating actions

• Scheduling annual Board reviews of

strategy, including consideration of the

material risks and uncertainties facing

the business

• Ensuring there is a clear organisational

structure with defined responsibilities

and levels of authority, which are

regularly reviewed

• Scheduling regular Board reviews of

performance against financial budgets

and forecasts.

In reviewing the effectiveness of the

system of internal controls, the Audit and

Risk Committee:

• Reviews a summary of the risk register,

compiled and maintained by senior

managers within the Group, at least

bi-annually and receives reports on near

misses, errors and inaccuracies

• Receives management assurance on

the effectiveness of the systems of

financial and accounting controls

• Regularly reviews the internal audits

performed and the progress against

previously raised recommendations.

The Group has several operating policies

and controls in place covering a range

of issues including financial reporting,

capital expenditure, business continuity

and information technology, including

cyber security, and appropriate employee

policies. These policies are designed

to ensure the accuracy and reliability

of financial reporting and govern the

preparation of financial statements.

In respect of the Group’s financial

reporting, the Finance function

is responsible for preparing the

Group financial statements using

a well-established process and for

ensuring thataccounting policies

are in accordance with International

FinancialReportingStandards.

Consolidated accounts are prepared

directly within the Group’s SAP system.

All business units report on SAP (except

Alunet – see below), with no adjustments

processed outside of the system, other

than the accounting entries to reflect

IFRS 16 (Leases), which are produced

by a specialist lease accounting

softwarepackage.

Alunet currently operates a Sage IT

system. Full financial results are submitted

each month by the Alunet Finance

Director and consolidated by the Group

Finance team. When the Group’s system

replacement project is complete, Alunet

will transition onto IFS in line with all other

business units.

Full balance sheet reconciliations are

prepared every month at all business

units (including Alunet) and independently

reviewed by senior finance staff.

The Chief Financial Officer reviews

consolidated and business unit financial

statements with the Chief Executive every

month. All financial information published

by the Group is subject to the approval of

the Audit and Risk Committee.

Other than as described, there have been

no changes in the Company’s internal

control systems during the financial year

under review that have materially affected,

or are reasonably likely to materially

affect,the Company’s control over

financialreporting.

The Board, with advice from the Audit

and Risk Committee, is satisfied that

an effective system of internal controls

and risk management is in place, which

enables the Company to identify, evaluate

and manage key and emerging risks,

and which accords with the guidance

published by the FRC.

These processes have been in place since

the start of the financial year and up to the

date of approval of the accounts. Further

details of specific material risks and

uncertainties facing the business can be

found on pages 54 to 58.

Effectiveness of the internal

controls framework

In addition, the 2024 amendments

to provision 29 of the UK Corporate

Governance Code will require Directors

(inter alia) to attest to the effectiveness

of material controls on an annual basis

for financial years beginning on or after

1January 2026.

The Committee has provided ongoing

review and guidance over the steps

being taken to ensure the Group will be

able to comply with the revised Code.

The Group has defined material controls

as being those controls over which the

Board considers external stakeholders

would want to receive assurance about

their adequacy and effectiveness, and

wehaveidentified c.30 controls that meet

this criteria.

During 2025, management has made

progress documenting material risks and

controls, including the related processes,

and has completed a first round of

effectiveness testing, which resulted in

some recommendations for improvement,

but no significant control ineffectiveness.

Further testing will be undertaken

throughout 2026. A KPMG internal audit

review completed in H2 2025 concurred

with the Company’s assessment that good

progress has been made (see summary of

the audit findings in the table opposite.

The Committee is satisfied that the

Company is well advanced in its readiness

for the new Code requirements and that

the Board will be appropriately positioned

to make its first formal declaration on the

effectiveness of internal controls in the

2026 Annual Report and Accounts.

Internal audit

KPMG LLP provide an outsourced Internal

Audit function, which complements the

internal finance-based checks performed

on the Branch Network operations.

The Committee, working in conjunction

with KPMG LLP, approved a full

programme for 2025, which was compiled

based on the following specific categories.

• Risk: internal audit reviews specifically

linked to Eurocell’s key financial and

operational risks

• Routine: internal audit reviews covering

financial, regulatory, compliance and

IT operations, which require cyclical

assurance coverage

• Request: internal audit reviews that

have been specifically included at the

request of either management, the Audit

Committee or the Board.

Internal audit reviews may also be

provided by other third-party experts

where appropriate (e.g. cyber security).

Audit and Risk Committee Report continued

Eurocell plc Annual Report and Accounts 2025 83

Financial Statements

Strategic Report Corporate Governance

A summary of the 2025 programme is asfollows:

Internal audit programme Summary of findings

Corporate

Governance and

Internal Controls

Review

• Good progress has been made in readiness to comply with the revised UK Corporate Governance

Code, specifically Provision 29

• Actions to finalise the list of key and material controls and to compile a test schedule have

beencompleted.

Payroll • There has been a significant improvement in the payroll processes since this area was last subject to

an internal audit in 2017 and the processes are deemed satisfactory

• New recommendations are low risk items, principally related to non-critical auditing and reporting

limitations within our HR system.

ERP implementation • The review found that the programme would benefit from more robustly documented project

status tracking and reporting, clearer objectives/anticipated benefits analysis and improved project

management documentation. Management has taken steps to develop each of these areas, and

oversight and governance have been significantly strengthened.

Cyber security • Deep technical review by third-party expert to assess current security posture and defences

• Results from the key technical aspects of the review were excellent, reflecting significant investment in

this area

• Most improvement recommendations relate to incident response and business continuity documentation

and policy.

Follow-up on previous

internal audit

recommendations

• Testing in 2025 demonstrated a clear improvement on the 2024 follow-up review with improvements to

action completion, tracking and classification noted

• More specific wording on actions arising from the audit programme would allow greater transparency

on subsequent disclosures to the Committee relating to acceptance or closure of risks.

The Committee is satisfied with the overall delivery of the internal audit programme.

In addition to the topics summarised above, in 2025, the Board received reports from management providing assurance over internal

controls operating in the following business areas: health and safety, and insurance programme effectiveness.

Whistleblowing, bribery and

business ethics

The Group is committed to the highest

standards of openness, honesty, integrity

and accountability.

The Group maintains a suite of policies,

which support our commitment to strong

business ethics, and for which we take a

strict approach to non-compliance.

This includes policies related to:

• Financial crime

• Conflicts of interest

• Gifts and hospitality

• Share dealing.

In addition, the Whistleblowing Policy

makes colleagues aware that they should

report any serious concerns or suspicions

about any wrongdoing or malpractice on

the part of any colleague of the Group,

without fear of criticism, discrimination

or reprisal, as well as the procedure for

raising such concerns.

Each report is triaged by a nominated

committee of senior management, and

subsequently referred to the Senior

Independent Non-executive Director.

The Committee also takes responsibility

for reviewing the policies and procedures

adopted by the Group to prevent

bribery and corruption, and the Group is

committed to a zero-tolerance position in

this respect. The Committee is satisfied

that the Group’s procedures with respect

to these matters are adequate.

In accordance with the obligations under

the Reporting on Payment Practices

and Performance Regulations 2017, the

Company has submitted its bi-annual

reports in line with the legislation during

the year.

The Group’s Modern Slavery Statement,

which sets out details of the policies in

relation to slavery and human trafficking,

as well as its due diligence processes

with its partners, has been published at:

investors.eurocell.co.uk.

The Group has also updated its Tax

Strategy Statement, again published

on our website, in compliance with the

Finance Act 2016, which sets out details

of the Group’s attitude to tax planning

and tax risk. In addition, the Group

continues to be certified as an accredited

Fair Tax Mark business, recognising our

responsibility to pay the right amount of

tax, in the right place, at the right time.

External auditor independence

In accordance with best ethical standards,

Deloitte LLP has processes in place

designed to maintain independence,

including the rotation of the audit

engagement partner at least every five

years. Lee Highton has held the role since

Deloitte’s appointment in May 2025.

The Committee has also adopted policies

to safeguard the independence of its

external auditors, which are underpinned

by principles that ensure that the external

auditors do not:

• Audit their own work

• Make management decisions for

theGroup

• Create a conflict of interest

• Find themselves in the role of advocate

for the Group.

Eurocell plc Annual Report and Accounts 202584

Any work awarded to the external auditors

with a value of more than £5,000 in

aggregate in any financial year, other than

an audit, requires the specific approval

of the Committee. Where the Committee

perceives that the independence of the

auditors could be compromised, the work

will not be awarded to the auditors.

Details of amounts paid to Deloitte LLP for

audit and audit-related assurance services

in 2025 are set out on page 135. The

audit-related assurance services provided

during the year were in relation to the

Half-Year Report (£49,600).

During the year, the Committee reviewed

the audit process, the performance of the

auditors and their ongoing independence,

taking into consideration:

• An assessment of the lead audit

partner and the audit team, including

their responses to questions from

theCommittee

• A review of the audit approach, scope,

determination of significant risk areas

and materiality

• The execution of the audit, including the

increased use of technology, and the

audit findings reported

• Input from, and interaction with,

management and communication with,

and support to, the Committee

• The quality of any recommendation

points; and a review of independence,

objectivity, scepticism and their ability

tochallenge.

The Committee discharged its

responsibilities and ensured compliance

with the Audit Committees and the

External Audit: Minimum Standard (the

Minimum Standard) in 2025 through

monitoring the effectiveness of the internal

control environment and internal and

external audit processes, as well as the

integrity of financial statements and related

announcements. Activities undertaken to

meet the requirements of the Minimum

Standard are described throughout

thisreport.

Based on this review, the Committee

concluded that the external audit process

had been run efficiently and that Deloitte

LLP has been effective in their role as

external auditors.

The Committee is satisfied that the

independence of the external auditors is

not impaired, and the level of fees paid for

non-audit services, details of which are set

out in Note 5 to the Financial Statements,

does not jeopardise their independence.

External auditor appointment

The Audit and Risk Committee has primary

responsibility for making a recommendation

to the Board on the appointment,

reappointment, removal and remuneration

of the external auditors. It keeps under

review the scope and results of the audit, its

cost-effectiveness and the independence

and objectivity of the auditors.

Following a tender process in 2024, the

Group’s current auditors, Deloitte LLP

were appointed at the 2025 AGM.

Iraj Amiri

Chair of the Audit and Risk

Committee

18 March 2026

Audit and Risk Committee Report continued

Eurocell plc Annual Report and Accounts 2025 85

Financial Statements

Strategic Report Corporate Governance

Non-financial and Sustainability Information Statement

The Group has complied with the requirements of sections 414CA and 414CB of the Companies Act 2006 by including certain

non-financial information within the Strategic Report.

The following table summarises where you can find further information on each of the key areas of disclosure required by section

414CA and 414CB of the Companies Act. The Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations

2022 amend these sections of the Companies Act 2006, placing requirements on the Group to incorporate climate disclosures

in the Annual Report. We believe these have been addressed within this year’s climate-related disclosures on pages 36 to 47 and

as such, we have referenced the location of these within our statement on TCFD on page 37.

Relevant Group

policies and

guidance

Information necessary to understand our Group

and its impact, policies, due diligence and

outcomes

Relevant information from

our Annual Report

Environmental

matters

• Safety, Health and

Environment Policy

• Sustainable

Procurement Policy

• Corporate Social

Responsibility

Policy.

• Policies, which support our approach to

environmental sustainability, are described in our

Sustainability Report.

• Environmental Leadership:

pages 28 to 31

• Sustainable Products:

pages32 to 33.

Business

model and

principal risks

• Risk Management

Framework

• Delegated

authorities.

• We operate a vertically integrated business model

with a differentiated customer proposition for

fabricators, installers, housebuilders and small

independent builders

• Further information on how we manage

risk withinthe Group is outlined in our Risk

Management Report and Principle Risks and

Uncertainties register.

• Our Business at a Glance:

pages02 to 03

• Our Strategy: pages 14

to 19

• Business Review: pages

10 to 13

• Principal Risks: pages 54

to 58.

Non-financial

KPI’s

• More information on the non-financial KPI’s we

use to monitor our business can be found in our

Sustainability Report.

• Sustainable business

goals: pages 22 and 25.

Colleagues • Employee

Handbook

• Health and Safety

Policy

• Equality, Diversity

and Inclusion Policy

• Board Diversity

Policy.

• A key pillar of our strategy is to be a great place

towork

• More information on our people strategy

and related policies can be found in our

SustainabilityReport.

• Health and Safety:

pages23 to 24

• People First:

pages 25 to 27.

Social matters • Corporate Social

Responsibility

Policy

• Privacy Policy

• Anti-Bullying,

Harassment and

Victimisation Policy.

• Creating sustainable building solutions is core

toour Purpose and we have identified through

ourmateriality assessments where our key

focus areas are. Further detail is included in the

Sustainability Report.

• Ethics and Compliance:

pages 34 to 35.

Human rights • Anti-Slavery and

Human Trafficking

Policy

• Whistleblowing

Policy

• Modern Slavery

Statement.

• The Group is committed to operating in

accordance with internationally accepted human

rights standards and with all relevant legislation

including the UK Modern Slavery Act 2015. During

2025, we had no substantiated reports of modern

slavery across our business and supply chain.

• Ethics and Compliance:

pages 34 to 35.

Anti-bribery

and corruption

• Anti-bribery Policy. • The Group has policies in place to support the

prevention of economic crime covering anti-money

laundering, fraud and tax evasion

• During the year, no bribery or corruption incidents

were reported.

• Ethics and Compliance:

pages 34 to 35.

Eurocell plc Annual Report and Accounts 202586

The Committee is responsible for providing

formal and transparent oversight of

the Group’s Environmental, Social and

Governance (‘ESG’) programme and

value-led agenda. This includes, but is not

limited to, sustainability, employee welfare

and responsible business practices, as

well as the Company’s contribution to the

societies in which it operates.

Social Values and

ESG Committee members

The Committee includes Non-executive

Directors, Executive Directors and

members of the senior management team.

During 2025, the Committee comprised:

Chair:

Alison Littley

Committee members:

Non-executive Directors:

Iraj Amiri

Will Truman (until 4 November 2025)

Angela Rushforth

Executive Directors:

Michael Scott

Will Truman (from 4 November 2025)

Darren Waters (until 9 February 2026)

Committee composition

Alison Littley

(Chair)

Angela

Rushforth

Will Truman

Iraj

Amiri

Michael

Scott

Joy Naylor

Cat

Hambleton-

Gray

Jon

Lawrence

Darren

Waters

1 Member as Non-executive Director until

4 November 2025, thereafter attended

as an Executive Director.

2 Appointed 13 March 2025.

3 Stepped down from the Committee

30 November 2025.

4 Stepped down 9 February 2026.

Role and responsibilities

The principal duties of the Committee are to:

• Drive the social value and responsible

business agenda on behalf of

theCompany

• Ensure that the Company conducts

its business in a commercially

responsible way to achieve maximum

positive impact on the people,

communities and the environment

inwhich it works

• Monitor progress against key

performance indicators and external

ESG index results

• Benefit the customers, staff and

shareholders of the Eurocell Group.

As a result, the Committee has the

following objectives to:

• Emphasise the importance

of environmental measures,

sustainability goals and performance,

at all levels of the business

• Provide best practice on the

structure, policies and regulations

that impact the business

• Increase the understanding and

awareness of corporate governance

and social aspects that impact the

business and industry

• Monitor and develop all aspects

of employee welfare throughout

thebusiness

• Implement and promote common

and workable standards of corporate

governance for the business

• Provide advice on ESG matters to

management and the Board

• Review and approve/recommend the

Group’s ESG initiatives, objectives,

strategies and targets

• Advise on the reporting and

disclosures on ESG matters in

compliance with laws and regulations.

Dear shareholder,

I am pleased to report to

you on the main activities

of the Committee and

how it has performed

its duties during 2025.”

Social Values and ESG Committee Report

Alison Littley

Chair of the Social Values and ESG Committee

Eurocell plc Annual Report and Accounts 2025 87

Financial Statements

Strategic Report Corporate Governance

Senior management team:

Cat Hambleton-Gray (People Director)

Jon Lawrence (Head of Safety, Health and

Environment until 30 November 2025)

Joy Naylor (Manufacturing and Recycling

Director from 13 March 2025)

All members of the Committee

served throughout the year, unless

otherwisestated.

Only members of the Committee have the

right to attend Committee meetings, but

the other members of the Board and, when

appropriate, other members of the senior

management team, are also invited to

attend Committee meetings.

Summary of activities during

the year

The Social Values and ESG Committee

met formally three times during the year

and attendance at the meetings is shown

on page 68.

The areas of focus for the Committee in

2025, and up to the date of this Annual

Report, were as follows:

• Review of management reports

onsafety performance and

improvementinitiatives

• Oversight of the ongoing environmental

protection initiatives across the Group

• Review of the approach to, and delivery

of, the People First Strategy

• Review of early stage progress of the

Group’s Net Zero Transition Plan, first

published in 2025

• Considered the ongoing

appropriateness of ESG metrics and any

associated assurance requirements

• Overseeing the Group’s performance

with external sustainability

ratingagencies

• Reviewing the Committee’s Terms

ofReference.

Full details of our work to date on

the development of our ESG strategy

and related matters are set out in the

Sustainability Report on pages 20 to 35

and the Task Force on Climate-related

Financial Disclosures Report on pages 36

to 47.

Our Net Zero Transition Plan can be found

at: investors.eurocell.co.uk.

Finally, I would like to thank my fellow

Committee members who served during

the year for their valuable contribution

andsupport.

Alison Littley

Chair of the Social Values

and ESG Committee

18 March 2026

Eurocell plc Annual Report and Accounts 202588

Dear shareholder,

I am pleased to

introduce the Directors’

Remuneration Report

for2025.”

Throughout the year, the Committee has

endeavoured to balance the experience

of the Company’s stakeholders with its

obligations to ensure remuneration is:

• Appropriately competitive

• Fit to incentivise and fairly reward the

achievement of short and long-term

business goals

• Cascaded appropriately throughout

thebusiness.

I hope this report explains how we have

sought to achieve this aim for 2025, and

how we plan to implement the approved

remuneration policy in 2026.

Board evolution

Over the last few months, Eurocell has

announced a number of changes to the

Board and Executive team, in respect of

which, the Committee has determined the

remuneration arrangements for outgoing

and incoming Directors in line with the

Remuneration Policy approved by 98%

ofshareholders at the 2025 AGM.

In November 2025, it was announced

that Michael Scott, Chief Financial Officer,

had notified the Board of his intention to

retire following the conclusion of the 2025

financial reporting process in Spring 2026.

Michael was to be succeeded as CFO

by Will Truman, a Non-executive Director

of Eurocell since 2023. Will was initially

appointed as CFO Designate with effect

from 4 November 2025 and assumed

full-time executive responsibilities from

thisdate.

In recognition of his experience and

significant knowledge of Eurocell, as well

as extensive and relevant past experience

as an executive director, the Committee

resolved to set Will’s remuneration as

CFO Designate in line with Michael’s

2025 remuneration package. When

Darren Waters stepped down as CEO

on 9February 2026, and noting the

importance of surety of leadership in

a critical period for the business, the

Board appointed Will Truman as CEO

with immediate effect. Michael Scott

subsequently accepted the Board’s

request to postpone his retirement.

Accordingly, Michael will continue as

ChiefFinancial Officer during2026.

In the light of Will’s proven experience as a

CEO, and his deep knowledge of Eurocell,

the Committee set Will’s remuneration

on appointment as CEO in line with that

of his predecessor. Specifically, his base

salary was set at £434,928, his pension

contribution at 5% of salary and his

maximum annual bonus opportunity at

150% of salary. His first award under the

PSP will be made in 2026 with a face value

of 200% of salary. Further details are set

out in the relevant sections of thisreport.

Alison Littley

(Chair)

Iraj Amiri

Angela

Rushforth

Will Truman

1 Stepped down from the Committee

4 November 2025.

Committee composition

Directors’ Remuneration Report

Alison Littley

Chair of the Remuneration Committee

Eurocell plc Annual Report and Accounts 2025 89

Financial Statements

Strategic Report Corporate Governance

Finally, and as noted on the previous page,

Darren Waters stepped down as CEO

and from the Board on 9 February 2026.

In acknowledgement of his leadership

over his tenure, including the acquisition

of Alunet and significant improvements to

cultural change, Darren will retain interests

in the PSP awards granted in 2023, and

pro-rated interests for those granted in

2024 and 2025. Full details of the leaver

arrangements agreed by the Committee

for Darren are set out on page 102.

2025 performance context and

remuneration outcomes

For the year in review, as described

elsewhere in this Annual Report, against a

weak market backdrop, Eurocell delivered

a resilient financial performance for the

year, with adjusted operating profit ahead

of 2024. This context has framed the

Committee’s assessment of 2025 incentive

outcomes, which are summarised below

and further details of which are set out

later in this report.

2025 annual bonus

The Executive Director annual bonus

is based on a combination of financial

metrics and strategic objectives,

underpinned by Group health and safety.

In 2025, the target bonus opportunity

for Executive Directors was 75% salary,

with the maximum bonus opportunity set

at 150% of salary for Darren Waters and

100% for Michael Scott. Will Truman was

not eligible for a bonus in respect of the

part-year served as an Executive Director

in 2025.

Based on performance against the targets

and objectives set at the start of the year,

the maximum bonus outcome was 7.5%

of salary based on a formulaic assessment

of the strategic objectives. The financial

performance measures were not met. In

addition to the health and safety underpin,

the Committee reviewed this formulaic

outcome in the context of factors such as

individual performance, and shareholder

and employee experience, and concluded

that, while strong progress had been

made on the strategic objectives, it was

appropriate to apply a discretionary

adjustment such that no bonus became

payable. Full details of how these awards

were determined are included on page 99

of this report.

2023 Performance Share Plan

(‘PSP’)

The three-year performance period for

the PSP granted in April 2023 ended on

31 December 2025, with vesting of these

awards based two-thirds on adjusted

basic EPS and one-third on Group

ROCE. At the end of the period, EPS and

ROCE were both below the threshold

performance level set at the start of the

performance period. As a result, the

2023PSP will lapse in full in April 2026.

Further details are included on page 100

of this report.

2025 PSP

Following approval of the new Policy and

scheme rules, Darren Waters and Michael

Scott were granted one-off awards under

the PSP in 2025. As set out in last year’s

report, the 2025 PSP was designed to

align with the Group’s 2028 strategic

ambition. Four-year targets were set to

align with our stated goals for revenue,

adjusted operating margin and adjusted

operating profit. No further awards were to

be granted to participants in the 2025 PSP

until 2029. Further details are included on

page 100 of this report.

Implementation of the

Remuneration Policy in 2026

Base salaries

Following the Committee’s annual review,

Will Truman and Michael Scott were each

awarded a salary increase of 3%, in line

with the wider workforce. The resulting

salaries remain below the median for

FTSE companies of comparable size and

complexity to Eurocell. Darren Waters was

not awarded a salary increase, having

stepped down prior to the effective date.

2026 annual bonus

For 2026, the maximum annual bonus

opportunity for Will Truman will be 150%

of salary for the period of his tenure as

CEO and 100% of salary for the period

as CFO Designate, and for Michael Scott

will remain 100% of salary. Payouts will be

linked to performance against a number

financial metrics. In the case of Michael

Scott, a modest element of his payout will

continue to be linked to the achievement

of individual strategic objectives. Further

details of the performance measures and

weightings are set out on page 106.

2026 PSP awards

Will Truman will be eligible for an annual

PSP award opportunity of 200% of

salary, vesting on the third anniversary

ofgrantsubject to performance over a

three-year period. Recognising that the

end of the 2026 PSP period coincides with

the end of our current strategic horizon

and the performance period attaching

to the one-off, four-year PSP awarded

to 2025, vesting of the 2026 PSP will

be based on the same performance

scorecard of revenue, adjusted operating

margin and adjusted operating profit.

Further details, including targets for each

measure, are set out on page 106. As a

participant in the 2025 PSP, Michael Scott

will not receive a 2026 PSP award.

Conclusion

The Committee and I wish to thank all our

shareholders for their ongoing support

over the years. In line with prior years, we

will be offering a resolution on an advisory

basis on the Directors’ Remuneration

Report (excluding Part A: Directors’

Remuneration Policy). I hope that we

have succeeded in setting out clearly our

proposals and the rationale for these, and

can count on your support for the DRR

resolution at the 2026 AGM.

I would also like to thank my fellow

Committee members and external

advisers for their valuable contributions

during theyear.

Alison Littley

Chair of the Remuneration

Committee

18 March 2026

Eurocell plc Annual Report and Accounts 202590

Summary of activities during

theyear

The Remuneration Committee met formally

three times during the year and attendance

at the meetings is shown on page 68.

The main Committee activities during the

year (full details of which are set out in the

relevant sections of this report) included:

• Assessing performance against the

targets set, and the resulting pay-out of,

the 2024 annual bonus

• Agreeing Executive Director and

senior management base salaries from

1April2025

• Setting the performance targets for the

2025 annual bonus

• Agreeing the award levels and targets

for the 2025 Performance Share Plan

(‘PSP’) awards

• Reviewing the pay and benefits structure

of the wider workforce to ensure

alignment with the Executive Directors

(as described in this report) and senior

management and engaging via the

Colleague Forum on pay and benefits.

• Reviewing the policy and extensively

engaging shareholders before finalising

its proposals

• Reviewing our gender pay gap reporting

• Overseeing the operation of the Group’s

Save As You Earn scheme

• Reviewing the Committee’s Terms

ofReference

• Approving leaver terms for Darren

Waters and the package of his

successor, Will Truman, in accordance

with the policy.

Remuneration Policy links

tostrategy

The Group’s five-year strategy was first

set out in the 2023 Annual Report, with a

full progress update included in this year’s

report on pages 14 to 19.

As described, the current Remuneration

Policy reflects typical market norms, with,

the measures used in the annual bonus

selected by the Committee to reinforce

ourshort-term operational priorities.

Long-term performance measures

are selected to align with our strategic

ambitions and targets typically reflect

industry context, expectations of what

will constitute appropriately challenging

performance levels and factors specific

tothe Group.

Explanatory foreword

This report contains the material

required to be set out as the Directors’

Remuneration Report for the purposes

of Part 4 of The Large and Medium-sized

Companies and Groups (Accounts and

Reports) (Amendment) Regulations 2013

and is split into two parts as follows.

Part A: The Directors’ Remuneration

Policy – this sets out the Remuneration

Policy, which was approved by 97.8% of

shareholders at the 2025 AGM. While no

changes are proposed to the Policy this

year, we have reproduced the Policy in full

for both ease of reference and in order to

provide context to the decisions taken by

the Committee during the year.

Part B: The Annual Report on

Remuneration – this sets out payments

and awards made to the Directors

and details the link between Company

performance and remuneration for

2025, and how the approved Policy will

be operated for 2026. The Directors’

Remuneration Report (excluding Part

A: Directors’ Remuneration Policy) will

be subject to an advisory vote at the

2026AGM.

The auditors have reported on

certain parts of the Annual Report on

Remuneration and stated whether, in

their opinion, those parts have been

properly prepared in accordance with

theCompanies Act 2006. Those parts,

which have been subject to audit, are

clearly indicated.

Role and responsibilities

The Committee’s principal

responsibilities are to:

• Recommend to the Board the

remuneration strategy and

framework for the Executive

Directors and senior managers

• Determine, within that framework,

the individual remuneration

arrangements for the Executive

Directors and senior managers

• Determine the remuneration for

the Chair

• Oversee any major changes

in colleague benefit structures

throughout the Group.

Directors’ Remuneration Report continued

Eurocell plc Annual Report and Accounts 2025 91

Financial Statements

Strategic Report Corporate Governance

Part A: Directors’ Remuneration Policy

Policy scope

The Policy applies to the Chair of the Board, Executive Directors and Non-executive Directors.

Policy duration

The Policy set out in this report was approved by 97.8% of shareholders at the 2025 AGM. The policy applies from that date until

the end of the financial year in which the third anniversary of its approval falls, unless a revised policy is submitted for shareholder

approval earlier, i.e. prior to the 2028 AGM.

This Part A reproduces the Policy approved by shareholders, save for: (i) updated page numbers; (ii) changes to the service contracts

section to reflect changes in Board composition in 2025; and (iii) updated pay scenario charts to reflect how the Policy will be

implemented in 2026.

Executive Directors

The following table summarises the key aspects of the Directors’ Remuneration Policy:

Element and purpose Policy and operation Maximum Performance measures

Base salary

This is the core

element of pay

and reflects the

individual’s role

and position

withinthe Group,

with some

adjustment

to reflect their

capability and

contribution.

Base salaries will be reviewed each year by

the Committee.

The Committee does not strictly follow

data but uses the median position (as

against appropriate size and/or sector

peers) as a reference point in considering,

in its judgement, the appropriate level

of salary having regard to other relevant

factors including corporate and individual

performance and any changes in an

individual’s role and responsibilities.

Base salary is normally paid monthly in cash.

It is anticipated that salary

increases will generally be

in line with those awarded

to salaried employees.

However, in certain

circumstances (including,

but not limited to, changes

in role and responsibilities,

market levels, individual and

Company performance), the

Committee may make larger

salary increases to ensure

they are market competitive.

The rationale for any such

increase will be disclosed in

the relevant Annual Report

on Remuneration.

n/a

Benefits

To provide

benefits valued

byrecipients.

The Executive Directors can receive a car

allowance or company car (and fuel), private

family medical cover, permanent health

insurance and life assurance.

The Committee reserves discretion to

introduce new benefits where it concludes

that it is appropriate to do so, having regard

to the particular circumstances and to

marketpractice.

Where appropriate, the Company will

meetcertain costs relating to Executive

Director relocations.

It is not possible to

prescribethe likely change

in the cost of insured

benefits or the cost of

some of the other reported

benefits year to year, but

the provision of benefits will

operate within an annual

limit of £100,000 (plus a

further 100% of base salary

in the case of relocations).

The Committee will monitor

the costs of benefits in

practice and will ensure

that the overall costs do

not increase by more

than the Committee

considers appropriate in

thecircumstances.

n/a

Pension

To provide

retirement

benefits.

Executive Directors can receive pension

contributions to personal pension

arrangements or, if a Director is impacted by

annual or lifetime limits on contribution levels

to qualifying pension plans, the balance can

be paid as a cash supplement.

The maximum employer’s

contribution (or cash

supplement) for incumbent

Executive Directors is, and

for new appointments will

be, aligned with the pension

benefits available to the

wider workforce, currently

5% of base salary.

n/a

Eurocell plc Annual Report and Accounts 202592

Element and purpose Policy and operation Maximum Performance measures

Annual Bonus

Plan

To motivate

executives and

incentivise delivery

of performance

over a one-year

operating cycle,

focusing on the

short to medium-

term elements of

our strategic aims.

Annual Bonus Plan levels and the

appropriateness of measures are reviewed

annually at the commencement of each

financial year to ensure they continue to

support our strategy.

From the 2025 Annual Bonus Plan cycle

onwards, 50% of any earned award will be

compulsorily deferred into Eurocell shares

under the Company’s Deferred Share Plan

(‘DSP’), for three years from grant. To the

extent an Executive Director has achieved,

and continues to meet, their share ownership

guideline, the deferral requirement shall cease

to apply, and subsequent earned awards will

be paid in cash.

The number of shares subject to vested

DSP awards may be increased to reflect the

value of dividends that would have been paid

in respect of any ex-dividend dates falling

between the grant of awards and the expiry

of the deferral period.

Malus and clawback provisions apply to the

Annual Bonus Plan and DSP, as explained

within this report.

150% of base salary for the

Chief Executive Officer.

100% of base salary for

other Executive Directors.

The performance measures

appliedmay be financial or

non-financial and corporate,

divisional orindividual, and in such

proportions as the Committee

considers appropriate.

Once set, performance measures

and targets will generally

remain unchanged for the year,

except to reflect events such as

corporate acquisitions or other

significant events where the

Committee considers it to be

necessary initsopinion to make

appropriateadjustments.

Attaining the threshold level of

performance for any measure will

not produce a pay-out of more

than 20% of that element of the

overall opportunity attributable to

that measure.

However, the Annual Bonus

Plan remains a discretionary

arrangement, and the Committee

retains a standard power to

apply its judgement to adjust the

outcome of the Annual Bonus Plan

for any performance measure (from

zero to any cap) should it consider

that to be appropriate.

Long-term

incentives

To motivate and

incentivise delivery

of sustained

performance over

the long term,

and to promote

alignment with

shareholders’

interests.

Awards under the PSP take the form of

nil-cost options, which vest to the extent

performance conditions are satisfied over

aperiod of at least three years.

The number of shares subject to vested

PSP awards may be increased to reflect

the value of dividends that would have

been paid in respect of any ex-dividend

dates falling between the grant of awards

and the expiry of the vesting period (or at

the end ofany holding period in respect of

unexercisedawards).

A post-vesting holding period applies to PSP

awards. For the 2025 PSP, a post-vesting

holding period of one year will apply to 50%

of any shares vesting at the conclusion of the

four-year performance period. For any other

PSP awards granted to Executive Directors

during the policy term (as may be required for

new appointments), a post-vesting holding

period of two years will apply to 100% of any

shares vesting.

Malus and clawback provisions apply to PSP

awards, as explained within this report.

For 2025 only:

• an award opportunity of

800% of base salary for

Darren Waters; and

• an award opportunity of

600% of base salary for

Michael Scott.

Future years:

• No further awards will be

made to Darren Waters or

Michael Scott until 2029

• Annual awards (e.g. in the

event of a new Executive

Director appointment

during the Policy term)

may be made up to

200% of base salary.

The Committee expressly

reserves discretion to

make such awards as

it considers appropriate

within this limit.

The Committee may set such

performance conditions on PSP

awards as it considers appropriate

(whether financial or non-financial

and whether corporate, divisional

or individual).

Performance periods may be over

such periods as the Committee

selects at grant, which will not

normally be less than (but may be

longer than) three years.

No more than 25% of awards

vest for attaining the threshold

level of performance conditions.

The Committee also has standard

power to exercise discretion to

adjust the outcome of the PSP for

any performance measure (from

zero to any cap) should it consider

that to be appropriate.

Directors’ Remuneration Report continued

Eurocell plc Annual Report and Accounts 2025 93

Financial Statements

Strategic Report Corporate Governance

Element and purpose Policy and operation Maximum Performance measures

Share ownership

guidelines

To further align

the interests

of Executive

Directors

with those of

shareholders.

Executive Directors are required to retain at

least 50% of the net of tax shares, which

vest under the PSP and DSP awards, until

the guideline (being 200% of base salary) is

met. Any PSP shares, which are performance

vested but subject to a holding period, and

any shares awarded in connection with

annual bonus deferral, will be credited for

the purpose of the guidelines (discounted for

anticipated tax liabilities).

Executive Directors are required to maintain a

shareholding in the Company for a one-year

period after stepping down from that position,

being 100% of base salary or the Executive

Directors’ actual relevant shareholding at

leaving this position, if lower.

The Executive Directors’ actual relevant

shareholding will include shares vesting

under any of the Company’s discretionary

share incentive arrangements (including any

deferred bonus shares) from awards granted

after 12 May 2022, but excludes shares

acquired through purchase and the release of

shares under share incentive plans where the

grant occurred prior to 12 May 2022.

n/a n/a

All-employee

share plans

To encourage

share ownership

by employees,

thereby allowing

them to share

in the long-term

success of the

Group and align

their interests

with those of

shareholders.

These are all-employee share plans

established under HMRC tax-advantaged

regimes and follow the usual form for

suchplans.

Executive Directors will be able to participate

in all-employee share plans on the same

terms as other Group employees.

The maximum participation

levels for all-employee share

plans will be the limits for

such plans set by HMRC

from time to time.

Consistent with normal practice,

such awards will not be subject to

performance conditions.

Chair/Non-

executive

Director fees

To enable the

Company to

recruit and retain

Chairs and

Non-executive

Directors of

the highest

calibre, atthe

appropriatecost.

The fees paid to the Chair and Non-executive

Directors aim to be competitive with

other listed companies of equivalent size

andcomplexity.

The fees payable to the Non-executive

Directors are determined by the Board,

with the Chair’s fees determined by the

Remuneration Committee. Fees are paid

monthly in cash.

The Chair and Non-executive Directors

will not participate in any cash or share

incentivearrangements.

The Company reserves the right to provide

benefits (including travel and office support)

to the Chair and Non-executive Directors

where appropriate. Should any assessment

to tax be made on such reimbursement,

theCompany reserves the ability to

settlesuch liability on behalf of the

Non-executive Director.

The aggregate fees (and

anybenefits) of the Chair

and Non-executive Directors

will not exceed the limit

from time to time prescribed

within the Company’s

Articles of Association.

If the Chair and/or

Non-executive Directors

devote special attention

to the business of the

Company or otherwise

perform services which, in

the opinion of the Directors,

are outside the scope

of the ordinary duties

of a Director, they may

be paid such additional

remuneration as the

Directors or any Committee

authorised by the Directors

maydetermine.

n/a

Eurocell plc Annual Report and Accounts 202594

Other elements of the Policy and

notes to the Policy table

Performance targets

Targets applying to the annual bonus and

PSP are set at the start of each award

cycle, taking into account a number of

internal and external reference points.

Annual bonus targets, which may

changefrom year to year, are aligned

withthe annual budget agreed by the

Board and measures will be selected

bythe Committee to reinforce

short-term operational priorities. While

commercially sensitive at the time of

being agreed, bonus targets will be

disclosed retrospectively in the relevant

AnnualReport.

PSP targets typically reflect industry

context, expectations of what will

constitute appropriately challenging

performance levels and factors specific

to the Group. For the four-year PSP

approved at the 2025 AGM, measures and

targets have been aligned directly to the

KPIs of our five-year strategy published in

the 2023 Annual Report.

Malus and clawback

Malus (being the forfeiture of unpaid or

unvested awards) and clawback (being

the ability of the Company to claim

repayment of paid amounts) provisions

apply to the Annual Bonus Plan, DSP

and PSP in certain circumstances (e.g.

material misstatement of accounts,

miscalculation of vesting/pay-outs and

conduct that would, or could, justify

summary dismissal). Normally, clawback

can operate for up to three years following

the vesting of an award. This timeframe

has been set by the Committee to align

with the period over which the Company’s

processes and systems are likely to

uncover any of the trigger events listed

above. No malus or clawback provisions

were used in the last reporting period.

Differences between the policy on

remuneration for Directors and

remuneration of other employees

While the appropriate benchmarks vary

by role, the Company seeks to apply the

philosophy behind this Policy across the

Company as a whole. This includes the

basis on which the wider senior leadership

team is incentivised and, accordingly, the

PSP structure, measures and targets are

cascaded to all eligible participants.

Where Eurocell’s pay policy for Directors

differs from its pay policies for groups of

employees, this reflects the appropriate

market rate position and/or typical practice

for the relevant roles. The Company

takes into account pay levels, the bonus

opportunity and share award opportunity

applied across the Group as a whole

when setting the Executive Directors’

Remuneration Policy.

Committee discretions

The Committee will operate the Annual

Bonus Plan, DSP and PSP according

to their respective rules and the Policy

table. The Committee retains discretion,

consistent with market practice, in a

number of respects, in relation to the

operation and administration of these

plans. These discretions include, but are

not limited to, the following:

• the selection of participants;

• the timing of grant of an award/

bonusopportunity;

• the timing of vesting of an award/

bonusopportunity;

• the size of an award/bonus opportunity

subject to the maximum limits set out in

the Policy;

• the determination of the extent to which

performance targets are satisfied and

the resultant vesting/bonus pay outs;

• discretion required when dealing with

achange of control or restructuring of

the Group;

• determination of the treatment of leavers

based on the rules of the plan and the

appropriate treatment chosen;

• adjustments required in certain

circumstances (e.g. rights issues,

corporate restructuring events and

special dividends);

• the annual review of performance

measures, weightings and targets from

year to year; and

• application of malus and/or

clawbackprovisions.

In addition, while performance measures

and targets used in the Annual Bonus Plan

and PSP will generally remain unaltered,

if events occur which, in the Committee’s

opinion, would make a different or

amended target a fairer measure of

performance, such amended or different

target can be set, provided it is not

materially more or less difficult to satisfy

(having regard to the event in question).

Any use of these discretions would, where

relevant, be explained in the Directors’

Remuneration Report and may, where

appropriate and practicable, be the

subject of consultation with the Company’s

major shareholders.

In addition, for the avoidance of doubt, in

approving this Policy, authority is given to

the Company to honour any commitments

entered into with current or former

Directors under previous policies.

The Committee may make minor

amendments to the Policy (for regulatory,

change of control, tax or administrative

purposes, or to take account of a change

in legislation) without obtaining shareholder

approval for that amendment.

Recruitment Remuneration Policy

The Company’s Recruitment

Remuneration Policy aims to give the

Committee sufficient flexibility to secure the

appointment and promotion of high-calibre

executives to strengthen the management

team and secure the skillset necessary to

deliver our strategic aims.

In terms of the principles for setting a

package for a new Executive Director,

thestarting point for the Committee will be

to apply the general policy for Executive

Directors as set out and structure a

package in accordance with that Policy.

Any caps contained within the Policy for

fixed pay do not apply to new recruits,

although the Committee would not

envisage exceeding these caps in practice.

The Annual Bonus Plan, DSP and PSP will

operate (including the maximum award

levels) as detailed in the general Policy in

relation to any newly appointed Executive

Director. For an internal appointment, any

variable pay element awarded in respect

of the prior role may either continue on its

original terms or be adjusted to reflect the

new appointment as appropriate.

For external and internal appointments,

theCommittee may agree that the

Company will meet certain relocation

expenses as it considers appropriate.

For external candidates, it may be

necessary to make additional awards

inconnection with the recruitment to

buy-out awards forfeited by the individual

on leaving a previous employer.

Directors’ Remuneration Report continued

Eurocell plc Annual Report and Accounts 2025 95

Financial Statements

Strategic Report Corporate Governance

While buy-out awards are not subject to

a formal cap, the Company will not pay

more than is, in the view of the Committee,

necessary and will in all cases seek, in the

first instance, to deliver any such awards

under the terms of the existing Annual

Bonus Plan, DSP or PSP. It may, however,

be necessary in some cases to make

buy-out awards on terms that are more

bespoke than the existing schemes.

The structure and award opportunity

under any buy-out arrangement, whether

delivered under the Annual Bonus

Plan, DSP, PSP or otherwise, will take

due account of the service obligations

and performance requirements for the

remuneration relinquished by the individual

when leaving a previous employer.

The Committee will seek (where it is

practicable to do so) to make

buy-outs subject to what are, in its

opinion, comparable requirements in

respect of service and performance.

However, the Committee may choose

to relax this requirement in certain cases

(such as where the service and/or

performance requirements are materially

completed, or where such factors are,

in the view of the Committee, reflected

in some other way, such as a significant

discount to the face value of the awards

forfeited) and where it is considered to be

in the interests of shareholders to do so.

A new Chair/Non-executive Director

would be recruited on the terms

explained in respect of the main Policy

forsuchDirectors.

Service contracts

Executive Directors

The Committee’s Policy is that each

Executive Director’s service agreement

should be of indefinite duration, subject

to termination upon no more than

12-months’ notice by either party. The

service agreements of the Executive

Directors comply with that Policy.

Contracts contain provisions allowing

the Company to make payments in lieu

of notice (albeit not including bonus or

benefits) but do not contain change of

control provisions.

The Committee reserves flexibility to alter

these principles, if necessary, tosecure

the recruitment of an appropriate

candidate including, if appropriate,

alonger initial notice period (of up to

twoyears) reducing over time.

The date of each current Executive

Director’s contract is:

Michael Scott 1 September 2016

Will Truman 4 November 2025

Chair/Non-executive Directors

The Chair and each Non-executive

Director is engaged for an initial period

of three years. These appointments

can be renewed following the initial

three-year term. These engagements

can be terminated by either party on

12months’notice.

Neither the Chair nor any Non-executive

Directors can participate in the Company’s

incentive plans, are not entitled to any

pension benefits and are not entitled to

any payment in compensation for early

termination of their appointment beyond

the 12-months’ notice referred to above.

The details of the appointments of the

current Non-executive Directors are

asfollows:

Name Date of original appointment Date of latest appointment Term

Derek Mapp 16 May 2022 16 May 2025 3 years

Alison Littley 1 July 2022 1 July 2025 3 years

Iraj Amiri 7 November 2022 7 November 2025 3 years

Angela Rushforth 1 February 2024 1 February 2024 3 years

The Directors’ service agreements and letters of appointment are available for shareholders to view from the Group Company

Secretary on request.

Termination/change of control policy summary

It is appropriate for the Committee to consider treatments on a termination having regard to all of the relevant facts and

circumstances available at that time. This Policy applies both to any negotiations linked to notice periods on a termination and any

treatments that the Committee may choose to apply under the discretions available to it under the terms of the Annual Bonus Plan,

DSP and PSP. The potential treatments on termination under these plans are summarised in the table below:

Incentives

If a leaver is deemed to be a ‘good leaver’; for

example, leaving through injury, ill health, disability,

retirement, redundancy, sale of business or

otherwise at the discretion of the Committee

If a leaver is not

a‘goodleaver’ Change in control

Annual bonus The Committee has discretion to determine

an annual bonus, which may be limited to

the period actually worked.

Annual bonus

generally not paid.

The Committee has discretion to determine

an annual bonus.

DSP Awards normally vest either on the

normalvesting date or cessation.

TheCommittee can pro-rate awards

ifconsidered appropriate.

All awards will

normally lapse.

Awards vest on a pro rata basis, unless the

Committee determines not to pro-rate.

PSP Awards usually subsist, subject to being

pro-rated for time and the application of the

performance conditions at the end of the

normal performance period.

The Committee retains standard discretions

to either vary/disapply time pro-rating or

to accelerate vesting to the earlier date

of cessation (assessing the performance

conditions at that time).

All awards will

normally lapse.

Will receive a time pro-rated award subject

to the application of the performance

conditions at the date of the event, unless

the Committee determines not to pro-rate

for time.

Eurocell plc Annual Report and Accounts 202596

Annual Bonus Plan, DSP and PSP awards

typically vest immediately and in full upon

death (although pro-rating may be applied,

depending on the circumstances).

The Company has the power to enter into

settlement agreements with Directors and

to pay compensation to settle potential

legal claims. In addition, and consistent

with market practice, in the event of the

termination of an Executive Director,

the Company may make a contribution

towards that individual’s legal fees and

fees for outplacement services as part

of a negotiated settlement. Any such

fees will be disclosed as part of the detail

of termination arrangements. For the

avoidance of doubt, the Policy does not

include an explicit cap on the cost of

termination payments.

External appointments

The Company’s Policy is to permit

anExecutive Director to serve as a

Non-executive Director elsewhere when

this does not conflict with the individual’s

duties to the Company.

Where an Executive Director takes

such a role, they will be entitled to

retain any fees that they earn from that

appointment(unless the Committee

determines otherwise).

Statement of consideration of

employment conditions elsewhere

in the Group

Pay and employment conditions generally

in the Group are taken into account when

setting Executive Directors’ remuneration.

The Committee receives regular updates

on overall pay and conditions in the

Group, including (but not limited to)

changes in base pay and any staff

bonus pools in operation, and uses this

information to ensure consistency and

fairness of approach throughout the

Group. As a result, the Committee does

not consider it necessary to formally

consult with colleagues when drawing up

the Policy, determining how the Policy

will be implemented, or in preparing the

Remuneration Report.

However, it is intended that annual

colleague engagement surveys would

include coverage of relevant aspects

of the Group’s remuneration approach,

totheextent this is considered appropriate

in the circumstances.

Statement of consideration of

shareholder views

When determining executives’

remuneration, the Committee takes into

account views of shareholders and best

practice guidelines issued by institutional

shareholder bodies. The Committee

is always open to feedback from

shareholders on remuneration policy and

arrangements, and commits to undergoing

shareholder consultation in advance of

any significant changes to remuneration

policy. In developing the Policy set

out in this report, we engaged with

shareholders representing c.67% of our

issued share capital. We had a high level

of engagement and welcomed the broad

indications of support for our proposals,

which shareholders acknowledged closely

align with our stated strategy, in terms of

timeframe and scorecard measures.

The Committee will continue to monitor

trends and developments in corporate

governance and market practice to

ensure that the structure of the executive

remuneration remains appropriate.

Directors’ Remuneration Report continued

Eurocell plc Annual Report and Accounts 2025 97

Financial Statements

Strategic Report Corporate Governance

Share price growth

PSP

Annual bonus

Fixed pay

£488k

£1,048k

£2,056k

£2,504k

2,000

2,200

2,400

2,600

1,800

1,600

1,400

1,200

1,000

800

600

400

200

£000

CEO CFO

21%

100% 47%

32%

23%

33%

44%

19%

27%

36%

18%

£357k

£721k

£1,166k

£1,409k

100% 49%

34%

17%

30%

28%

42%

25%

23%

35%

17%

Minimum Target Maximum Maximum

with +50%

share price

growth

Minimum Target Maximum Maximum

with +50%

share price

growth

Illustrations of application of Remuneration Policy

The charts below aims to show how the Remuneration Policy for Executive Directors will be applied in 2026 using the assumptions

in the table below. Recognising his stepping down as CEO with effect from 9 February 2026, no chart has been shown for

DarrenWaters.

Minimum • Consists of base salary, benefits and pension

• Base salary is the salary to be paid with effect from 1 April 2026

• Estimated value of a full-year’s benefits, including car (and fuel) or car allowance, private family

medical cover, permanent health insurance and travel insurance

• Pension measured as the cash allowance in lieu of Company contributions at 5% of base salary.

Base salary Benefits Pension Total fixed

Will Truman £447,976 £17,400 £22,399 £487,775

Michael Scott £323,671 £17,400 £16,184 £357,255

Target • Annual bonus: consists of an assumed payment of 50% of maximum opportunity

• Long-term incentives: threshold vesting (25% of maximum) of the PSP opportunity. For Michael

Scott, this reflects the annualised opportunity under the 2025 PSP; for Will Truman, this reflects

the 2026 PSP award level (a maximum opportunity of 200% of salary).

Maximum Based on the maximum remuneration receivable (excluding share price appreciation anddividends):

• Annual bonus: the maximum bonus opportunity

• Long-term incentives: 100% vesting of the relevant PSP opportunity (for Michael Scott this is

annualised to reflect the one-off nature of the 2025 PSP).

Maximum with share

pricegrowth

• As per the ‘maximum’ scenario, but with a 50% share price growth assumption for the

PSPawards.

Eurocell plc Annual Report and Accounts 202598

Part B: The Annual Report on Remuneration

The Committee (unaudited)

Remuneration Committee members

During 2025, the Remuneration Committee comprised:

Chair:

Alison Littley

Committee:

Iraj Amiri

Angela Rushforth

Will Truman (until 4 November 2025)

All members of the Committee served throughout the year, unless otherwise stated.

The Chief Executive and Chief Financial Officer are invited to attend meetings of the Committee, except when their own remuneration

is being discussed, and other Executives and Non-executive Directors attend meetings as required.

The Committee has formal Terms of Reference, which can be viewed on the Company’s website at: investors.eurocell.co.uk.

During the year, the Committee considered its obligations under the Code and concluded that:

• The Directors’ Remuneration Policy supports the Company’s strategy (including in the performance measures chosen)

• Remuneration for our Directors remains appropriate.

Committee advisers

Ellason acted as the Committee’s appointed advisers during the year, providing advice to the Committee on all matters relating to

remuneration, including best practice. Ellason’s fees in respect of 2025 were £36,575 (excluding VAT). Ellason’s fees were charged

onthe basis of the firm’s standard terms of business for advice provided.

Ellason is a signatory to the Remuneration Consultants Group’s Code of Conduct, has no connection with the Group or any individual

Director and provided no other services to the Group. Therefore, the Committee was satisfied that the advice provided by Ellason is

objective and independent.

Audited information

Single total figure table (audited)

The remuneration for the Chair, Executive and Non-executive Directors of the Company who performed qualifying services during the

relevant financial year is detailed below. The Chair and Non-executive Directors received no remuneration other than their annual fee.

For the year ended 31 December 2025:

Name

Salary/fees

£000

Taxable

benefits

£000

Pension

£000

Total fixed

remuneration

£000

Bonus

£000

Long-term

incentives

£000

Total variable

remuneration

£000

Total

remuneration

£000

Executive Directors

Darren Waters 433 18 22 473 – – – 473

Michael Scott 313 18 16 347 – – – 347

Will Truman

49 1 3 53 – – – 53

Non-executive Directors

Derek Mapp 158 – – 158 – – – 158

Alison Littley 84 – – 84 – – – 84

Iraj Amiri 63 – – 63 – – – 63

Will Truman

44 – – 44 – – – 44

Angela Rushforth 53 – – 53 – – – 53

Directors’ Remuneration Report continued

Eurocell plc Annual Report and Accounts 2025 99

Financial Statements

Strategic Report Corporate Governance

For the year ended 31 December 2024:

Name

Salary/fees

£000

Taxable

benefits

£000

Pension

£000

Total fixed

remuneration

£000

Bonus

£000

Long-term

incentives

£000

Total variable

remuneration

£000

Total

remuneration

£000

Darren Waters 422 18 21 461 15 – 15 476

Michael Scott 305 18 15 338 15 – 15 353

Derek Mapp 155 – – 155 – – – 155

Frank Nelson

25 – – 25 – – – 25

Kate Allum

36 – – 36 – – – 36

Alison Littley

73 – – 73 – – – 73

Iraj Amiri 62 – – 62 – – – 62

Will Truman 52 – – 52 – – – 52

Angela Rushforth

47 – – 47 – – – 47

Notes:

1 Taxable benefits comprise company car (and fuel) or car allowance, private family medical cover, permanent health insurance and travel insurance.

2 Bonuses are calculated on the annualised salary as at the end of the financial year.

3 No long-term incentives vested in respect of 2024 or 2025.

4 Will Truman served as a Non-executive Director until 4 November 2025 and as CFO Designate from that date.

5 Alison Littley was appointed as Senior Independent Director from 16 May 2024 and Remuneration Committee Chair from 1 July 2024.

6 Angela Rushforth was appointed to the Board on 1 February 2024.

7 Frank Nelson stepped down from the Board on 16 May 2024.

8 Kate Allum stepped down from the Board on 31 July 2024.

The aggregate emoluments (being salary/fees, bonuses, benefits and pension allowances) of all Directors for 2025 was £1,275,000

(2024: £1,279,000).

Further information on the 2025 annual bonus (audited)

In 2025, the annual bonus metrics were a blend of targets relating to adjusted EPS (50% of the bonus opportunity), adjusted

operating cash flow (20%), ROCE (20%) and strategic objectives (10%). An EPS underpin applied, such that below threshold

performance on this metric, would reduce any payout on the other financial metrics to zero. Strategic objectives were not subject

to the EPS underpin. In addition, a health and safety adjustment underpin is applied which, if not achieved, could reduce the bonus

pay-out.

The financial targets and achievements were as follows:

Threshold Target Maximum Actual

Achievement

(% of max)

Adjusted EPS (£m) 18.2 20.0 21.5 12.0 0%

Adjusted operating cash flow (£m) 50.4 52.1 56.0 49.4 0%

ROCE (%) 16.3 22.0 23.7 13.7 0%

1 Excluding Alunet.

In order to reflect the level of stretch within the targets, the Committee determined that a pay-out of 75% of base salary would be

appropriate for an on-target performance for 2025. A pay-out of 20% of base salary would be payable for threshold performance.

Performance against the Adjusted EPS, Adjusted operating cash flow and ROCE elements of the Annual Bonus Plan resulted in

anachievement of 0% for those elements. The Committee considered the performance against the strategic objectives, which if

on-target, would have resulted in a payment of 7.5% of salary to each of the Executive Directors. The Committee recognised that

strong progress had been made on a number of these objectives, however, it elected to scale back these awards to zero in order

toreflect the wider business performance.

The health and safety underpin was considered satisfied.

Eurocell plc Annual Report and Accounts 2025100

PSP awards vesting in respect of 2025 (audited)

The PSP values included for 2025 under the long-term incentives column in the single figure table relate to awards granted in

2023, which were eligible to vest in 2026, dependent on EPS and ROCE performance measured over the three-year period ended

31December 2025, as described in the tables below.

Under the EPS element (two-thirds of the award), 25% vests where adjusted basic EPS of 17.3 pence is achieved for the year ended

31 December 2025, increasing pro rata to full vesting where adjusted basic EPS of 18.9 pence is achieved.

Performance target Threshold Maximum Actual

Vesting % of

element

Adjusted basic EPS 17.3 p 18.9p 14.6p 0%

Under the Group ROCE element (one-third of the award), 25% vests where Group ROCE of 18.5% is achieved for the year ended

31December 2025, increasing pro rata to full vesting where Group ROCE of 23.5% is achieved.

Performance target Threshold Maximum Actual

Vesting % of

element

Group ROCE

18.5% 23.5% 15.2% 0%

1 Adjusted operating profit for the year ended 31 December 2025, divided by average totals of opening and closing assets less trade and other payables, all measured

on a pre-IFRS 16 basis.

As a result of performance against the targets set, PSP awards made in 2023 will lapse in full in 2026. No discretion to the formulaic

outcome has been applied by the Committee.

PSP awards granted in 2025 (audited)

The following awards were made under the one-off, four-year PSP in 2025:

Director Date of grant

Basis of

award

(% salary)

price

Number of

Face value

of award

Performance period

Darren Waters 30 May 2025 800% 150.8p 2,307,310 £3,479,423 January 2025 to December 2028

Michael Scott 30 May 2025 600% 150.8p 1,250,307 £1,885,463 January 2025 to December 2028

1 Rounded to one decimal place for the purposes of presentation in this report.

2 Calculated using the average share price over the five business days immediately prior to the date of grant.

The performance conditions applying to these awards align with our stated strategic ambition and comprise revenue (25% of the

award), adjusted operating profit margin (25%) and adjusted operating profit (50%), as follows:

Revenue for the year ended 31 December 2028 Portion of award vesting

Above £500m 100%

Between £450m and £500m Pro rata on straight-line between 25% and 100%

£450m 25%

Below £450m 0%

Adjusted operating margin for the year ended 31 December 2028 Portion of award vesting

Above 10.0% 100%

Between 8.9% and 10.0% Pro rata on straight-line between 25% and 100%

8.9% 25%

Below 8.9% 0%

Adjusted operating profit for the year ended 31 December 2028 Portion of award vesting

Above £50m 100%

Between £40m and £50m Pro rata on straight-line between 25% and 100%

£40m 25%

Below £40m 0%

Directors’ Remuneration Report continued

Eurocell plc Annual Report and Accounts 2025 101

Financial Statements

Strategic Report Corporate Governance

DSP awards granted in 2025 (audited)

No awards were made under the DSP in 2025 in respect to the 2024 annual bonus, as the bonus outcome was below the 75% of

salary threshold above which deferral applied for bonuses in respect of that performance year.

Outstanding share plan awards (audited)

Details of all outstanding share awards made to Executive Directors are set out below:

Number of shares

Executive

Award

type

Exercise

price

(p) Grant date

Interest at

1 January

2025

Awards

granted

in the year

Awards

lapsed

in the year

Awards

exercised

in the year

Interest at

31 December

2025 Exercise period Notes

Darren Waters PSP 0 11/04/23 461,365 – – – 461,365 Apr 26–Apr 27 2

DSP 0 11/0 4 /2 3 410,447 – – 410,447 – Apr 25–Apr 26 5

PSP 0 10/04/24 483,812 – – – 483,812 Apr 27–Apr 28 3

PSP 0 30/05/25 – 2,307,310 – – 2,307,310 May 29–May 32 4

SAYE 92.4 19/04/24 20,075 – – – 20,075 Jun 27–Nov 27 7, 8

Michael Scott PSP 0 13/04/22 184,322 – (184,322) – – Apr 25–Apr 26 1

PSP 0 11/0 4/23 333,345 – – – 333,345 Apr 26–Apr 27 2

PSP 0 10/04/24 349,563 – – – 349,563 Apr 27–Apr 28 3

PSP 0 30/05/25 – 1,250,307 – – 1,250,307 May 29–May 32 4

DSP 0 13/04/22 28,589 – – 28,589 – Apr 25–Apr 26 5

SAYE 110.8 17/0 4/23 16,245 – – – 16,245 Jun 26–Nov 26 6, 8

All figures above exclude dividend equivalent shares, where applicable. No malus and clawback provisions were used in the last reporting period.

Notes:

1 See ‘PSP Awards Vesting in Respect of 2024’ in the 2024 Directors’ Remuneration Report.

2 See ‘PSP Awards Vesting in Respect of 2025’ section.

3 As disclosed in the 2024 Directors’ Remuneration Report.

4 See ‘PSP Awards Granted in 2025’ section.

5 See ‘DSP Awards Granted in 2022’ in the 2023 Directors’ Remuneration Report.

6 Awards granted under the Eurocell plc Save As You Earn Scheme in 2023. Awards are based on a three-year savings contract with an exercise price of 110.8 pence.

7 Awards granted under the Eurocell plc Save As You Earn Scheme in 2024. Awards are based on a three-year savings contract with an exercise price of 92.4 pence.

8 Representing a 20% discount to the market value of the shares at the date of grant.

During the year ended 31 December 2025, the highest mid-market price of the Company’s shares was 177.0 pence and the lowest

mid-market price was 117.5 pence. At 31 December 2025, the share price was 130.5 pence.

The aggregate gains by all Directors during 2025 was £Nil (2024: Nil).

Eurocell plc Annual Report and Accounts 2025102

Statement of Directors’ shareholdings and share interests (audited)

The table below details for each Director who served during 2025, the total number of Directors’ interests in shares at 31 December

2025 and 31 December 2024:

Beneficially

owned

31 December

2024

Beneficially

owned

31 December

2025

Vested but

unexercised

awards

Unvested

DSP share

options

Unvested

PSP share

options

Unvested

SAYE options

Shareholding

guideline

(% of salary)

Shareholding

guideline

met?

Darren Waters 42,161 286,437 – – 3,252,487 20,075 200 No

Michael Scott 179,157 197,137 – – 1,933,215 16,245 200 No

Will Truman

5,767 12,684 – – – – 200 No

Derek Mapp 586,417 601,444 – – – – – n/a

Alison Littley 9,991 17,226 – – – – – n/a

Iraj Amiri 65,599 71,563 – – – – – n/a

Angela Rushforth 3,305 7,711 – – – – – n/a

1 The beneficial shareholdings set out above include those held by Directors and their respective connected persons as at 31 December 2025.

2 Performance-based share awards.

3 The shareholding guideline for Executive Directors is 200% of salary. Executive Directors are required to retain at least 50% of the net of tax shares, which vest

under the PSP and DSP until the guideline is met.

4 Will Truman was appointed as an Executive Director on 4 November 2025.

As previously announced, a number of the Non-executive Directors, including the Chair of the Board, entered into a share purchase

plan for 12 months from 1 February 2023. This was subsequently extended for further 12-month periods from February 2024 and

again from March 2025, and will be renewed again in March 2026 for a further 12 months. Each participating Director has irrevocably

instructed the Company to direct one-quarter of their net monthly fees to an appointed broker to automatically make market

purchases of ordinary shares. As a result, the number of shares beneficially owned since 31 December 2025 has changed due to

planned purchases that took place on 2 February 2026 for Non-executive Directors. The revised figures are as follows: Derek Mapp –

605,671 shares; Alison Littley – 19,370 shares; Iraj Amiri – 73,235 shares; and Angela Rushforth – 8,895 shares.

Payments to past Directors (audited)

No payments to past Directors were made during the year. The retained interest in the 2022 DSP retained by Mark Kelly following his

retirement on 11 May 2023 vested in 2025, following the end of the deferral period.

Payments for loss of office (audited)

No payments for loss of office were made during the year.

Leaver arrangements for Darren Waters (audited)

Darren Waters stood down as CEO and from the Board on 9 February 2026. As noted in the Committee Chair’s Statement on page

88, the Committee determined the remuneration arrangements for Darren in line with the approved Policy, as follows:

• Darren continued to receive salary, pension and benefits until his cessation of employment, and will receive payment in lieu of his

notice period to 9 February 2027

• As noted on page 89, Darren remained eligible for an annual bonus in respect of the financial year ended 31 December 2025,

however following assessment of the performance criteria, no payment will be made. Darren is not eligible to participate in the

annual bonus for the year ending 31 December 2026

• Reflecting the nature of his cessation, Darren has been treated as a ‘Good Leaver’ for the purposes of his 2023 PSP award.

Inaccordance with the plan rules, and reflecting that his cessation of employment falls after the end of the performance period,

these 461,365 shares will not be pro-rated for time. However, as noted on page 100 the awards will lapse in full in April 2026

as the applicable performance targets have not been met. Similarly, Darren will be treated as a ‘Good Leaver’ for the purposes

of his outstanding 2024 and 2025 PSP awards which will be pro-rated to reflect the proportion of the period served between

the respective performance period start dates and 9 February 2026. The proportion of these awards which ultimately vests will

be calculated in accordance with the original performance conditions and, where applicable, a mandatory holding period will

continueto apply

• Darren is subject to a post-exit shareholding guideline in accordance with the Policy.

Directors’ Remuneration Report continued

Eurocell plc Annual Report and Accounts 2025 103

Financial Statements

Strategic Report Corporate Governance

Eurocell plc FTSE SmallCap Index

31 Dec

2015

3 Mar

2015

31 Dec

2016

31 Dec

2017

31 Dec

2018

31 Dec

2019

31 Dec

2020

31 Dec

2021

31 Dec

2022

31 Dec

2025

31 Dec

2024

31 Dec

2023

Performance graph and CEO remuneration table (unaudited)

The following graph shows the Total Shareholder Return (‘TSR’) performance of an investment of £100 in Eurocell plc’s shares from

31December 2015 to 31 December 2025, compared with a £100 investment in the FTSE SmallCap Index over the same period.

TheFTSE SmallCap Index was chosen as a comparator because it represents a broad equity market index of similar-sized companies.

Total Shareholder Return Index (unaudited)

The table below details certain elements of the CEO’s remuneration over the same period as presented in the TSR Index graph:

Year CEO

Single figure

of total

remuneration

Annual

bonus

pay-out

against

maximum %

Long-term

incentive

vesting rates

against

maximum

2025 Darren Waters £473,296 0% 0%

2024 Darren Waters £475,613 4% n/a

2023 Darren Waters £411,794 30% n/a

Mark Kelly £245,612 30% 0%

2022 Mark Kelly £8 57, 0 9 0 23% 63%

2021 Mark Kelly £879,271 100% 0%

2020 Mark Kelly £465,945 0% 0%

2019 Mark Kelly £673,262 49% 0%

2018 Mark Kelly £459,294 0% 0%

2017 Mark Kelly £916,442 40% n/a

2016 Mark Kelly £560,558 80% n/a

Patrick Bateman £284,457 33% n/a

250

200

150

100

Eurocell plc Annual Report and Accounts 2025104

Annual change in remuneration of each Director compared to employees (unaudited)

The table below presents the year-on-year percentage change in remuneration for each Director who served in 2025 and for all

Groupemployees:

% change from 2024 to 2025 % change from 2023 to 2024 % change from 2022 to 2023 % change from 2021 to 2022 % change from 2020 to 2021

Salary/

fee

increase/

decrease

Annual

bonus

increase/

decrease

Taxable

benefits

increase/

decrease

Salary/

fee

increase/

decrease

Annual

bonus

increase/

decrease

Taxable

benefits

increase/

decrease

Salary/

fee

increase/

decrease

Annual

bonus

increase/

decrease

Taxable

benefits

increase/

decrease

Salary/

fee

increase/

decrease

Annual

bonus

increase/

decrease

Taxable

benefits

increase/

decrease

Salary/

fee

increase/

decrease

Annual

bonus

increase/

decrease

Taxable

benefits

increase/

decrease

Darren Waters

3% (100)% 2% 42% (83)% 42% n/a n/a n/a n/a n/a n/a n/a n/a n/a

Michael Scott 3% (100)% 2% 5% (83)% 6% 7% 41% 0% 6% (76)% 25% 5% n/a

Will Truman

2, 4

79% n/a n/a 63% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a

Derek Mapp

3% n/a n/a 4% n/a n/a 60% n/a n/a n/a n/a n/a n/a n/a n/a

Alison Littley

1, 3

3% n/a n/a 24% n/a n/a 146% n/a n/a n/a n/a n/a n/a n/a n/a

Iraj Amiri

3% n/a n/a 11% n/a n/a 700% n/a n/a n/a n/a n/a n/a n/a n/a

Angela Rushforth

3% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a

All employees

3% (26)% 2% 4% (61)% 2% 5% 36% 2% 4% (76)% 2% 6% 232% 0%

1 Directors appointed to the Board during 2022.

2 Directors appointed to the Board during 2023.

3 Increase includes additional fees for assuming Remuneration Chair and Senior Independent Director roles during 2024.

4 Will Truman served as a Non-executive Director until 4 November 2025, on which date he was appointed as an Executive Director. Percentage increase is not

available for his taxable benefits due to this element being £Nil during 2024 whilst he was a Non-executive Director.

5 Angela Rushforth joined the Board during 2024.

6 Group employee percentages provided for context only as a voluntary disclosure in excess of those made regarding the Parent Company.

7 All Directors took a 20% reduction in salary/fees, for two months, during the first lockdown period in 2020.

8 Percentage increase is not available due to 2020 bonuses being £nil.

CEO to employee pay ratio (unaudited)

The table below shows the CEO to employee pay ratio.

Year Method

25th

percentile

pay ratio

Median

pay ratio

75th

percentile

pay ratio

2025 Option B 18:1 16:1 13:1

2024 Option B 20:1 18:1 15:1

2023 Option B 25:1 22:1 18:1

2022 Option B 37:1 31:1 24:1

2021 Option B 42:1 33:1 27:1

2020 Option B 23:1 19:1 15:1

2019 Option B 34:1 27:1 21:1

Notes to the CEO to employee pay ratio:

1 Option B (based on the gender pay gap reporting disclosures) was preferred as this data was already prepared on a Group basis.

2 In line with the gender pay gap reporting regulations, pay for the 25th percentile, median and 75th percentile employees was calculated with reference to 5 April for

each financial year.

3 The ratios for 2025 shown are representative of the FTE 25th percentile, median and 75th percentile pay for employees within the Group at the gender pay gap

reference date of 5 April 2025.

4 FTE equivalent pay has been calculated using the gender pay gap reporting methodology.

5 For 2023, the total of salary, benefits, pension, bonus and long-term incentives, being the single figure of total remuneration, for both Chief Executives who served

during the year combined, was used.

When we consider comparison between this year and that of the most recent reporting cycle in 2024, we recognise a narrowing

CEO pay ratio across each quartile, in part due to the nil bonus payout for 2025.

Directors’ Remuneration Report continued

Eurocell plc Annual Report and Accounts 2025 105

Financial Statements

Strategic Report Corporate Governance

The total pay and benefits, and the salary component of total pay and benefits for the employee at each of the 25th percentile,

themedian and the 75th percentile are shown below:

Salary

£000

Total pay and benefits

£000

25th

percentile Median

75th

percentile

25th

percentile Median

75th

percentile

2025 27 31 37 28 31 38

Based on the salary profile of the Group’s UK employees, the median pay ratio is consistent with the pay, reward and progression

policies of the Group as a whole.

Relative importance of spend on pay (unaudited)

The table below details the change in total employee pay between 2024 and 2025 as detailed in Note 8 of the Financial Statements,

compared with distributions to shareholders by way of dividend, share buybacks or any other significant distributions or as detailed in

Note 26 of the Financial Statements.

change

2025

£m

2024

£m

Total gross employee pay 10% 97.7 89.2

Dividends/share buybacks (41)% 12.1 20.4

The average number of employees during the year was 2,241 (2024: 2,067).

Statement of voting at the Annual General Meeting (unaudited)

The following table shows the results of the binding Remuneration Policy vote and the advisory Directors’ Remuneration Report

(excluding the policy part) vote at the 2025 AGM.

Approval of the Directors’

Remuneration Policy

Annual Report

on Remuneration

Total number

of votes

% of votes

cast

Total number

of votes

% of votes

cast

For (including discretionary) 76,816,551 97. 8% 78,542,915 >99.9%

Against 1,730,961 2.2% 1,861 <0.1%

Votes withheld 213 – 2,949 –

Implementation of policy for 2026 (unaudited)

Base salaries

Will Truman was appointed as CEO effective 9 February 2026. On appointment, his salary was increased, from £314,244 per

annum as CFO Designate to £434,928 per annum, in line with that approved by the Committee last year for the CEO role. With

effect from 1April 2026, Will Truman’s salary will be increased by 3% to £447,976, recognising the Committee’s philosophy to set

the salary forthe role and also Will Truman’s previous experience as a CEO. Michael Scott’s salary will similarly be increased by 3%

from 1April2026, to £323,671. The salary increases are in line with those for the wider workforce and the resulting salaries remain

belowthe median for FTSE companies of comparable size and complexity.

Pension

A defined contribution/salary supplement of 5% of salary, which is aligned to the wider workforce, continues to be offered to Will

Truman and Michael Scott.

Benefits

Details of the benefits received by Executive Directors are set out in Note 1 to the Single Total Figure Table on page 98. There is no

intention to introduce additional benefits in 2026.

Eurocell plc Annual Report and Accounts 2025106

Annual bonus

Under the Remuneration Policy, the maximum annual bonus opportunity for the Chief Executive Officer during 2026 is 150% of

salary. The annual bonus opportunity for the Chief Financial Officer is 100% of salary. The annual bonus will be payable based on

performance against the same blend of financial measures as in 2025, however the non-personal element will no longer be used for

the bonus population and therefore weightings of the financial measures have been revised accordingly namely: adjusted EPS (60%),

adjusted operating cash flow (20%), ROCE (20%). In the case of Michael Scott, a modest element of his payout will continue to be

linked to the achievement of individual strategic objectives to reflect his support of the leadership transition. The remainder of Michael

Scott’s bonus opportunity will be split across EPS, cashflow and ROCE per the weightings set out above.

Performance targets for each element of the bonus scorecard were set in light of internal and external forecasts and will require

outperformance of budget (and meeting expectations in relation to strategic objectives set for Michael Scott on supporting the

leadership transition) to generate higher levels of pay-out. In addition, an EPS underpin will continue to apply which, if not achieved,

could reduce the bonus pay-out.

Given the competitive nature of the Company’s sector, the specific performance targets for 2026 are considered to be commercially

sensitive and, accordingly, are not disclosed at this time, although the targets will be disclosed in next year’s report in relation to the

2026 bonus outturn.

50% of any bonus earned will be deferred into shares for three years, unless the Executive Director meets their shareholding guideline

at the time any bonus is to be paid, in which case the bonus will be paid in cash.

Long-term incentives

In keeping with the approved Remuneration Policy, Will Truman will be eligible for an annual PSP award opportunity of 200% of salary,

vesting on the third anniversary of grant subject to performance over a three-year period. Recognising that the end of the 2026 PSP

period coincides with the end of our current strategic horizon (and the performance period attaching to the one-off, four-year PSP

awarded to 2025), it is proposed that the 2026 PSP to be granted to Will Truman be based on the same performance scorecard. The

stretch targets will be aligned to those set for the 2025 PSP but, recognising the increasingly challenging market conditions faced by

the business and in which Will Truman has been appointed to deliver Eurocell’s ambitions, revised threshold performance levels have

been set, as set out in the table below.

Measure Weighting

Threshold

(25% vesting)

Stretch

(100%

vesting)

Revenue 25% £450m £500m

Adjusted operating profit margin 25% 7. 5% 10.0%

Adjusted operating profit 50% £36.7m £50.0m

Vesting for performance between threshold and stretch will be calculated pro rata on a straight-line sliding scale. Performance

outcomes below threshold will result in 0% vesting for that element. As a participant in the 2025 PSP cycle, Michael Scott will not

participate in the 2026 PSP.

Chair and Non-executive Directors’ fees

In line with the wider workforce, the fee for the Chair will be increased by 3% from £159,120 per annum to £163,894 per annum and

the base fees for Non-executive Directors will be increased by 3% from £53,040 per annum to £54,631 per annum with effect from

1April 2026.

Similarly, additional fees for the Committee Chairs, where applicable, and the Senior Independent Director will be increased by 3%

from £10,608 per annum to £10,926 per annum with effect from 1 April 2026.

On behalf of the Board

Alison Littley

Chair of the Remuneration Committee

18 March 2026

Directors’ Remuneration Report continued

Eurocell plc Annual Report and Accounts 2025 107

Financial Statements

Strategic Report Corporate Governance

The Directors present their audited consolidated financial statements for the year ended 31 December 2025. Eurocell plc (the

‘Company’) is a company incorporated and domiciled in the UK, with registration number 08654028, and is the holding company of

the Eurocell Group of companies (the ‘Group’). All of the Group’s activities are within the United Kingdom, with the exception of two

overseas branches in the Republic of Ireland.

The shares of the Company have been traded on the main market of the London Stock Exchange throughout the year ended

31December 2025.

The Directors’ Report includes the Corporate Governance Statement set out on pages 65 to 69.

The Directors’ Report and Strategic Report comprise the ‘Management Report’ for the purpose of the Financial Conduct Authority’s

Disclosure Guidance and Transparency Rules (DTR 4.1.8R).

The Directors of the Company, and their biographical details, are listed on pages 60 and 61 and were all in place on the date this

Directors’ Report was approved. Changes to the Directors during the year, and up to the date of this report, are set out below:

Director Position Service in the year and up to date of report approval

Current Directors:

Derek Mapp Chair Served throughout

Will Truman Chief Executive Officer Served as CEO from 9 Feb 2026

Independent Non-Executive Director until 4 Nov 2025, as CFO designate until 9 Feb 2026

Michael Scott Chief Financial Officer Served throughout

Alison Littley Independent Non-executive Director Served throughout

Iraj Amiri Independent Non-executive Director Served throughout

Angela Rushforth Independent Non-executive Director Served throughout

Strategic Report

As permitted by section 414C of the

Companies Act 2006, certain information

required to be included in the Directors’

Report has been included in the Strategic

Report, which is set out on pages 01 to

59. Specifically, this relates to information

on the Group’s strategy, business

model, likely future developments and

riskmanagement.

UK Corporate Governance Code

(the ‘Code’)

For the year ended 31 December

2025, the Board is reporting under the

2024 Code, available at www.frc.org.

uk. Further information is set out in the

Strategic Report on pages 01 to 59,

which examines the ‘purpose’ aspect

of the 2024 Code and in the Corporate

Governance Statement on pages 65 to 73,

which describes the Company’s approach

and practices in relation to the 2024 Code.

The page numbers cited are incorporated

herein by reference.

Results

Our Financial Statements for the year

ended 31 December 2025 are set out

on pages 120 to 166. The Financial

Statements should be read in conjunction

with the Chief Executive’s Report,

Divisional Reviews and the Chief Financial

Officer’s Report.

Dividends

The Board is recommending a final

dividend of 4.1pence (2024: 3.9 pence)

per share for 2025 which, together with

the interim dividend of 2.3 pence (2024:

2.2 pence) per share, makes a combined

dividend of 6.4 pence (2024: 6.1 pence)

per share.

Payment of the final dividend, if approved

at the Annual General Meeting (‘AGM’), will

be made on 19 May 2026 to shareholders

registered at the close of business on

17April 2026. The ex-dividend date will

be16 April 2026.

Dividends paid in the year to 31 December

2025 and disclosed in the Consolidated

Cash Flow Statement of £6.2 million

(2024: £6.1 million), is comprised of the

2024 final dividend of 3.9 pence per share,

which was paid in May 2025, and the

2025 interim dividend of 2.3 pence per

share, which was paid in October 2025.

Tax governance

Our Tax Policy is set out as follows. It is

determined by the Board and overseen

by the Audit and Risk Committee.

The Board reviews the Policy, and our

compliance with it, on an annual basis.

It was last reviewed in December 2025.

Operational responsibility for the execution

of the Group’s Tax Policy rests with the

Chief Financial Officer, who reports the

Group’s tax position to the Audit and Risk

Committee on a regular basis.

Tax Policy

We are committed to compliance with tax

law and practice in the UK and Ireland.

Compliance for us means paying the

amount of tax we are legally obliged to

pay and doing so in the right place, at the

right time. It involves disclosing all relevant

facts and circumstances to the UK and

Irish tax authorities in ways that reflect the

economic reality of the transactions we

undertake and claiming appropriate reliefs

and incentives where available.

Risk management of tax affairs

The level of risk that we accept in relation

to UK tax is consistent with our overall

objective of achieving certainty in the

Group’s tax affairs. At all times, we seek

to comply fully with our regulatory and

other obligations, and to act in a way that

upholds our core values and reputation as

a responsible corporate citizen. We see

compliance with tax legislation as key to

managing tax risk, and understand the

importance of tax in the wider context

ofbusiness decisions.

Processes have been put in place to

ensure tax is considered as part of our

overall decision-making processes, with

tax risks managed by local finance teams

and escalated through to appropriate

levels of management and, ultimately,

tothe Board when necessary.

Directors’ Report

Eurocell plc Annual Report and Accounts 2025108

Tax planning

In structuring our commercial activities,

we will always consider – among other

factors – the relevant tax laws. We believe

that it is fair to mitigate tax using generally

available reliefs in the spirit in which they

are intended. However, any tax planning

that we undertake will have commercial

and economic substance and we will not

use aggressive tax planning or enter into

complicated tax avoidance schemes.

Although for commercial reasons, we

may trade with customers and suppliers

genuinely located in countries considered

to be tax havens, we will not use such

jurisdictions for the purpose of avoiding

tax, nor will we seek to take advantage

of the secrecy afforded to transactions

recorded in these jurisdictions.

Engaging with HMRC

We aim to have a good working

relationship with HMRC. We will engage

with honesty and integrity, and in a spirit

of cooperative compliance. We will make

all returns and pay tax on a timely basis,

across all types of tax.

Share capital

Details of our capital structure, including

movements in issued share capital during

the year, are shown in Note 25 to the

Financial Statements. We have one class

of ordinary shares, which carries no fixed

income. Each share carries the right to one

vote at our general meetings. The ordinary

shares are listed on the Official List and

traded on the London Stock Exchange.

As at 31 December 2025, there were

99,822,996 (2024: 103,150,173) ordinary

shares of 0.1 pence each in nominal value

in issue (the ‘issued share capital’) of

which no shares are held in treasury and

the Company’s employee share trusts

held 701,205 shares. Details of the shares

issued in the year are shown in Note 25 to

the Consolidated Financial Statements. No

securities were issued in connection with a

rights issue during the period.

As at 31 December 2025, the Company

had purchased 13,618,229 ordinary

shares under the share buyback

programme launched on 23 January 2024

and as extended on 16 May 2024 and

4September 2024. The nominal value of

each of the shares purchased was £0.001

for a total consideration of £19.3 million.

Of the shares repurchased 1,342,000 had

been transferred into treasury to satisfy

employee share awards, whilst all other

shares that were repurchased have/will

becancelled.

The purpose of the programme was to

reduce the share capital of the Company.

Holders of ordinary shares are entitled

to receive dividends when declared, to

receive the Company’s Annual Report, to

attend and speak at general meetings of

the Company, to appoint proxies and to

exercise voting rights.

While the Board has the power under

the Articles of Association to refuse to

such restrictions on the transfer of shares

inplace.

Under the Company’s Articles of

Association, the Directors have the power

to suspend voting rights and the right to

receive dividends in respect of shares in

circumstances where the holder of those

shares fails to comply with a notice issued

under section 793 of the Companies Act

2006. The Company is not aware of any

agreements between shareholders that

may result in restrictions on the transfer

ofsecurities or voting rights.

Share schemes

The Company operates a number of

shareschemes.

Long-Term Incentive Plans payable to

executives and senior managers are

operated under our Performance Share

Plan (‘PSP’). Executive Directors may have

a proportion of their annual bonus deferred

for up to three years under our Deferred

Share Plan (‘DSP’). The Company

also operates Save As You Earn (or

‘Sharesave’) schemes, which are available

to all employees.

All shares issued under these plans carry

the same rights as those already in issue.

During the period, shares with a

nominalvalue of £Nil were allotted under

all-employee schemes as permitted under

Section 549 of the Companies Act 2006.

Related party transactions

Other than in respect of arrangements set

out in Note 30 to the Financial Statements

and in relation to the employment of

Directors, details of which are provided

in the Remuneration Committee Report

on pages 88 to 106, there is no material

indebtedness owed to, or by, us to any

colleague or any other person or entity

considered to be a related party. Internal

controls are in place to ensure that

any related party transactions involving

Directors or their connected persons are

carried out on an arm’s-length basis and

are properly recorded.

Directors’ Report continued

Eurocell plc Annual Report and Accounts 2025 109

Financial Statements

Strategic Report Corporate Governance

Substantial shareholders

The Company’s major shareholders, with a shareholding above 3%, as at 31 December 2025 and subsequent changes up to

17March 2026

, were as follows:

At 31 December 2025 Changes since 31 December 2025

Shareholder No. of Shares % of voting rights No. of Shares % of voting rights

Aberforth Partners 24,802,909 24.85% 24,802,909 24.99%

JO Hambro Capital Management 11,505,303 11.5 3% 11,4 9 2,3 09 11.5 8%

Huntington Management 9,852,275 9.87% 9,852,275 9.92%

Morgan Stanley as principal 8,325,023 8.34% 8,377,062 8.44%

ACR Alpine Capital Research 6,871,037 6.88% 7,621,037 7. 6 8 %

Chelverton Asset Management 4,678,875 4.69% 4,348,487 4.38%

1 Being the latest practicable date prior to the date of this report.

2 Changes notified to the Company pursuant to Chapter 5 of the Disclosure Guidance and Transparency Rules between 31 December 2025 and 17 March 2025.

The Takeover Directive

The rights and obligations attached to

the issued share capital are set out in the

Articles of Association (see below).

There are no agreements in place between

the Company, its employees or Directors

for compensation for loss of office or

employment that trigger as a result of a

takeover bid.

Articles of Association

The Company’s Articles of Association

canonly be amended by special

resolution of the shareholders. Our current

articlesare available on our website at:

investors.eurocell.co.uk.

The Company’s Articles of Association

givepowers to the Board to appoint

Directors. All Board members are required

to retire and submit themselves for

re-election by shareholders at each

AnnualGeneralMeeting.

The Board of Directors may exercise all

the powers of the Company, subject to

the provisions of relevant legislation, the

Company’s Articles of Association and

any directions given by the Company

in general meetings. The powers of the

Directors include those in relation to the

issue and buyback of shares.

Directors’ retirement by rotation

In accordance with above, and in line with

the Code, all Directors in office will retire

and offer themselves for election/

re-election at the 2026 AGM.

The Articles of Association provide that a

Director may be appointed by an ordinary

resolution of shareholders or by existing

Directors, either to fill a vacancy or as an

additional Director.

The Executive Directors serve under

contracts that are terminable with

12-months’ notice from the Company

and 12-months’ notice from the Executive

Director. The Non-executive Directors

serve under letters of appointment and

do not have service contracts with

theCompany.

Copies of the service contracts of the

Executive Directors and the letters

of appointment of the Non-executive

Directors are available for inspection at the

Company’s registered office during normal

business hours and will be available for

inspection at the Company’s AGM.

There are no specific Company rules in

relation to the appointment/replacement

of Directors and all such matters are

managed by the Board in accordance with

the Articles of Association, the Companies

Act 2006 and any directions given by

special resolution.

Directors’ interests

Details of Directors’ remuneration, interests

in the share capital (or derivatives or other

financial instruments relating to those

shares) of the Company and of their

share-based payment awards are

contained in the Remuneration Committee

Report on page 102.

Directors’ indemnities

Pursuant to the Articles of Association,

the Company has executed a deed

poll of indemnity for the benefit of the

Directors of the Company, and persons

who were Directors of the Company,

in respect of costs of defending claims

against them and third-party liabilities.

These provisions, deemed to be qualifying

third-party indemnity provisions pursuant

to section 234 of the Companies Act

2006, were in force during the year ended

31 December 2025 and remain in force.

The indemnity provision in the Company’s

Articles of Association also extends to

provide a limited indemnity in respect of

liabilities incurred as a director, secretary

or officer of an associated company of

theCompany.

A copy of the deed poll of indemnity is

available for inspection at the Company’s

registered office during normal business

hours and will be available for inspection

atthe Company’s AGM.

Conflicts of interest

Under the Companies Act 2006, Directors

must avoid situations where they have, or

could have, a direct or indirect interest that

conflicts or possibly may conflict with the

Company’s interests. As permitted by the

Act, the Company’s Articles of Association

enable Directors to authorise actual or

potential conflicts of interest.

The Board has a formal system in place

for Directors to declare conflicts to be

considered for authorisation by those

Directors who have no interest in the

matter being considered. In deciding

whether to authorise a conflict, the

non-conflicted Directors are required

to act in the way they consider would

be most likely to promote the success

of the Company for the benefit of all

shareholders, and they may impose limits

or conditions when giving authorisation,

or subsequently, if they think this is

appropriate. The Board believes that

thesystems it has in place for reporting

and considering conflicts continue to

operate effectively.

Eurocell plc Annual Report and Accounts 2025110

Legal and regulatory compliance

The executive team is responsible for

identifying and carrying out assessments

of those areas of the business where

material legal and regulatory risks may

be present. Where issues are identified,

mitigating actions are built into an

action plan involving the drafting and

communication of policies and the delivery

of training where appropriate, or are

approached by way of a revision to key

contractual terms. The Board receives

regular reports on material litigation

andthe legal action taken to support

ourstrategy.

Health and safety

We are committed to providing a safe

place for colleagues to work. Our policies

are reviewed on an ongoing basis to

ensure that the approach to training, risk

assessment, safe systems of working and

accident management is appropriate.

As part of this process, a rolling audit

programme is in place to ensure that

health, safety, environmental and security

risks are assessed stringently and that

robust control measures are in place to

limit or mitigate risk as appropriate.

Events after the balance sheet date

In February 2026, to further improve

safety, reliability and to reduce cost, we

began a project to consolidate our two

recycling plants onto the existing recycling

facility at Ilkeston. The project requires

relocation of certain critical equipment

from the site at Selby, plus investment

in the Ilkeston plant to eliminate single

points of failure, enhance the layout and

improve working conditions. We expect to

cease operations at Selby and begin full

processing at Ilkeston in H2 2026, with the

Selby site exit to be concluded by the end

of the year. Capital investment is expected

to be c.£2.6 million, with annualised

cost savings of c.£1.5 million running

from 2027. Non-underlying charges are

expected to be in the region of £3 million,

including non-cash asset write downs of

c.£1.5 million.

Other matters

Employee disclosure (including

equality, diversity and disabled

employees)

See Sustainability Report on page 27.

Employee engagement statement

See Corporate Governance Statement

onpages 65 to 73.

Statement on engagement with

suppliers, customers and others

in a business relationship with the

Company

See Corporate Governance Statement

onpages 65 to 73.

Financial risk management

See Note 3 of the Financial Statements.

Research and development

The Group undertakes research and

development work in support of its

objectives.

Payments to suppliers

It is Group policy to abide by the payment

terms agreed with suppliers, provided that

the supplier has performed its obligations

under the contract.

Political donations

In accordance with the Group’s Policy,

no political donations were made, and

no political expenditure was incurred

(2024: £nil). The Company will, however,

as a precautionary measure to avoid

inadvertent breach of the law, seek

shareholder authority at its 2026 AGM to

make limited donations or incur limited

political expenditure, although it has no

intention of using the authority.

Greenhouse gas emissions and

energy use

See Sustainability Report on pages

20to35.

Disclosure of information to

auditors

See the Directors’ confirmations on

page111.

Disclosures required by Listing

Rule 9.8.4R

There were no waivers of dividends during

the year, which were greater than 1% of

the total value of the dividend paid. There

are no other disclosures to be made under

the above listing rule.

By order of the Board

Vicky Williams

Group Company Secretary

18 March 2026

Directors’ Report continued

Eurocell plc Annual Report and Accounts 2025 111

Financial Statements

Strategic Report Corporate Governance

The Directors are responsible for preparing

the Annual Report and Accounts 2025 and

the Financial Statements in accordance

with applicable law and regulation.

Company law requires the Directors

to prepare Financial Statements for

each financial year. Under that law,

theDirectors have prepared the Group

Financial Statements in accordance with

UK-adopted international accounting

standards and the Company Financial

Statements in accordance with

United Kingdom Generally Accepted

Accounting Practice (United Kingdom

Accounting Standards, comprising FRS

101 ‘ReducedDisclosure Framework’,

andapplicable law).

Under company law, Directors must not

approve the Financial Statements unless

they are satisfied that they give a true and

fair view of the state of affairs of the Group

and Company and of the profit or loss of

the Group for that period. In preparing the

Financial Statements, the Directors are

required to:

• Select suitable accounting policies and

then apply them consistently

• State whether applicable UK-adopted

international accounting standards have

been followed for the Group Financial

Statements and United Kingdom

Accounting Standards, comprising

FRS 101 have been followed for the

Company Financial Statements, subject

to any material departures disclosed and

explained in the Financial Statements

• Make judgements and accounting

estimates that are reasonable

andprudent

• Prepare the Financial Statements on

the going concern basis unless it is

inappropriate to presume that the Group

and Company will continue in business.

The Directors are responsible for

safeguarding the assets of the Group and

Company and hence for taking reasonable

steps for the prevention and detection of

fraud and other irregularities.

The Directors are also responsible for

keeping adequate accounting records

that are sufficient to show and explain the

Group’s and Company’s transactions and

disclose with reasonable accuracy at any

time the financial position of the Group

and Company, and enable them to ensure

that the Financial Statements and the

Directors’ Remuneration Report comply

with the Companies Act 2006.

The Directors are responsible for

the maintenance and integrity of the

Company’s website. Legislation in

the United Kingdom governing the

preparationand dissemination of financial

statements may differ from legislation in

other jurisdictions.

Directors’ confirmations

The Directors consider that the Annual

Report and Accounts for 2025,

taken as a whole, are fair, balanced

and understandable and provide the

information necessary for shareholders

to assess the Group’s and Company’s

position and performance, business model

and strategy.

Each of the Directors, whose names

and functions are listed in the Directors’

Report confirm that, to the best of

theirknowledge:

• The Group Financial Statements, which

have been prepared in accordance with

UK-adopted international accounting

standards, give a true and fair view of

the assets, liabilities, financial position

and profit of the Group

• The Company Financial Statements,

which have been prepared in

accordance with United Kingdom

Accounting Standards, comprising FRS

101, give a true and fair view of the

assets, liabilities and financial position

ofthe Company

• The Strategic Report includes a

fair review of the development and

performance of the business and the

position of the Group and Company,

together with a description of the

principal risks and uncertainties that

itfaces.

In the case of each Director in office at the

date the Directors’ Report is approved:

• So far as the Director is aware, there is

no relevant audit information of which

the Group’s and Company’s auditors

are unaware

• They have taken all the steps that they

ought to have taken as a Director in

order to make themselves aware of

any relevant audit information and

to establish that the Group’s and

Company’s auditors are aware of

that information.

The Directors’ Responsibility Statement

was approved by the Board on

18March2026.

Will Truman

Chief Executive

Michael Scott

Chief Financial Officer

Statement of Directors’ Responsibilities

Eurocell plc Annual Report and Accounts 2025112

1. Opinion

In our opinion:

• the financial statements of Eurocell plc (the ‘parent company’) and its subsidiaries (the ‘group’) give a true and fair view of

the state of the group’s and of the parent company’s affairs as at 31 December 2025 and of the group’s profit for the year

then ended;

• the group financial statements have been properly prepared in accordance with United Kingdom adopted international

accounting standards;

• the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted

Accounting Practice, including Financial Reporting Standard 101 “Reduced Disclosure Framework”; and

• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements which comprise:

• the consolidated statement of comprehensive income;

• the consolidated and parent company statements of financialposition;

• the consolidated and parent company statements of changes in equity;

• the consolidated cash flow statement;

• the related notes 1 to 45.

The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law

and United Kingdom adopted international accounting standards. The financial reporting framework that has been applied in the

preparation of the parent company financial statements is applicable law and United Kingdom Accounting Standards, including FRS

101 “Reduced Disclosure Framework” (United Kingdom Generally Accepted Accounting Practice).

2. Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law.

Ourresponsibilities under those standards are further described in the auditor’s responsibilities for the audit of the financial

statementssection of our report.

We are independent of the group and the parent company in accordance with the ethical requirements that are relevant to our audit

of the financial statements in the UK, including the Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard as applied to listed

public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. The non-audit

services provided to the group and parent company for the year are disclosed in note 5 to the financial statements. We confirm that

we have not provided any non-audit services prohibited by the FRC’s Ethical Standard to the group or the parent company.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

3. Summary of our audit approach

Key audit matters The key audit matters that we identified in the current year were:

• Acquisition of the Alunet Group

• Classification and accuracy of non-underlying items

Materiality The materiality that we used for the group financial statements was £1.4m which was determined using

acombination of metrics – being revenue, total assets and adjusted EBITDA.

Scoping We have performed audit procedures over the entire financial statements for all components with the

exception of the Alunet Group, for which we performed specified audit procedures.

All work has been performed by the group audit engagement team.

Our Approach The year ended 31 December 2025 is our first year as auditor of Eurocell plc. We have been independent

since September 2024 and commenced our transition activities from that date. Our work included:

• Establishing a detailed audit transition plan;

• Shadowing the previous auditor through the 31 December 2024 audit, including attendance at key meetings,

such as with the Audit & Risk Committee;

• Reviewing the previous auditor’s audit files;

• Holding transition workshops with the group finance team to inform our audit planning; and

• Considering historical accounting policies and accounting judgements.

These procedures built our understanding of the Group which informed our audit risk assessment, through

which we identified the risks of material misstatement to the Group’s financial statements.

Independent Auditor’s Report to the members of Eurocell plc

Report on the audit of the financial statements

Eurocell plc Annual Report and Accounts 2025 113

Strategic Report

Financial Statements

Corporate Governance

4. Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the

preparation of the financial statements is appropriate.

Our evaluation of the directors’ assessment of the group’s and parent company’s ability to continue to adopt the going concern basis

of accounting included:

• Assessing the reasonableness of assumptions applied by the directors in preparing their forecasts, including the

impact ofthe acquisition of the Alunet Group in the year, recent restructuring activities and the impact of the current

macroeconomicenvironment;

• Assessing the historical accuracy of forecasts prepared by management against achieved 2025 performance;

• Testing the clerical accuracy and appropriateness of the model used to prepare the forecasts;

• Performing sensitivity analysis over the forecasts prepared by management, including key variables such as EBITDA and

growthrates;

• Assessing the amount of headroom in the forecasts (cash andcovenants);

• Assessing consistency between impairment forecasting and the going concern modelling performed;

• Obtaining and performing analysis on post-year end results and assessing against forecasts prepared for going concern;

• Challenging the group’s ‘severe but plausible’ case analysis and whether it is appropriate, including the appropriateness ofthe

group’s identified potential mitigating actions;

• Reperforming the group’s sensitivity analysis, including the group’s reverse stress test;

• Obtaining confirmations for financing facilities – including underlying contract documentation for the nature of facilities,

repaymentterms and covenants. Assessing post-year end refinancing terms and any associated updates to the terms,

includingkey covenants;

• Considering the impact of climate-change risks and commitments on forecasted cash flows in the outlook period;and

• Assessing the appropriateness of the disclosures made within the financial statements.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,

individually or collectively, may cast significant doubt on the group’s and parent company’s ability to continue as a going concern

foraperiod of at least twelve months from when the financial statements are authorised for issue.

In relation to the reporting on how the group has applied the UK Corporate Governance Code, we have nothing material to add

or draw attention to in relation to the directors’ statement in the financial statements about whether the directors considered it

appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections

ofthisreport.

5. Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial

statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to

fraud) that we identified. These matters include those which had the greatest effect on: the overall audit strategy; the allocation of

resources in the audit; and directing the efforts oftheengagement team.

These matters were addressed in the context of our audit ofthefinancial statements as a whole, and in forming our opinionthereon,

and we do not provide a separate opinion onthese matters.

Eurocell plc Annual Report and Accounts 2025114

5.1. Acquisition of the Alunet Group

Key audit matter

description

As described in Note 34 to the financial statements, the group completed the acquisition of the Alunet Group

in March 2025, for total consideration of £34.8m (being £21.2m cash consideration paid, £1.1m equity issued

as consideration, £0.6m present value of deferred consideration, plus £11.9m present value of contingent

consideration – based on EBITDA targets). This consideration was in exchange for 100% of the ordinary share

capital of the Alunet group; being Alunet Systems Limited, Comp Door Limited, JD (UK) Investments Limited,

JD (UK) Limited and UK Doors (Midlands) limited. The transaction has been accounted for in accordance with

IFRS 3 ‘Business Combinations’.

Following the acquisition, goodwill of £25.3m and £2.0m of customer relationships have been recognised.

Thecustomer relationship intangible was valued using discounted cash flows, with goodwill being recognised

as the differential between acquired assets and liabilities (£9.5m) and total consideration (£34.8m).

Management applied a number of judgements and estimates in accounting for the Alunet Group

acquisition,including:

• Determination of long-term growth rates and an appropriate discount rate used to discount future cash

flows for valuation;

• Determination of the fair value of acquired assets and liabilities, including any required fair valueadjustments;

• Valuation of the customer relationship based on expected customer attrition rates and discounted cash

flowforecasts;

• Valuation of the consideration that is contingent on EBITDA targets, and deferred income, including

discounting to present value; and

• The allocation of fair value to intangible assets – being customer relationships and goodwill.

We consider this to be a key audit matter as it required a high degree of auditor judgement and an increased

extent of effort, including the need to involve our valuations specialists.

Further details are included in page 78 (Audit & Risk Committee report) and Note 34 to the Financial

Statements, whichprovide further detail relating to the acquisition.

How the scope

of our audit

responded to the

key audit matter

To address this key audit matter, we performed the following procedures:

• Evaluated the appropriateness of the fair value methodology applied in valuing the acquired assets and

liabilities and allocation between customer relationships and goodwill;

• Tested the integrity of the model used in determining the fair value allocations to intangible assets;

• Assessed the reasonableness of the values attributed to acquired assets and liabilities, with input from our

valuations specialists;

• Worked with our valuation specialists to assess the growth rates and attrition rates determined by

management, including sensitivities on the rates applied;

• Assessed the reasonableness of the discount rate applied, with input from our valuation specialists who

performed recalculations of the rate;

• Read the share purchase agreements to assess the terms of the acquisition;

• Evaluated the assumptions applied in the recognition of contingent and deferred consideration

and the corresponding unwinding of the deferred consideration and year-end valuation of the

contingentconsideration;

• Vouched the consideration paid to bank statements and contractual agreements and share price for the

share issue; and

• Evaluated the appropriateness of the disclosures made in the financial statements.

Key observations Based on the procedures performed, we concluded that the amounts recognised with regards tothe

acquisition are appropriate.

Independent Auditor’s Report to the members of Eurocell plc continued

Report on the audit of the financial statements

Eurocell plc Annual Report and Accounts 2025 115

Strategic Report

Financial Statements

Corporate Governance

5.2. Classification and accuracy of non-underlying items

Key audit matter

description

The group identified £6.8m (FY24: £6.2m) of non-underlying items, disclosed in Note 7 to the financial

statements and included in the determination of Alternative Performance Measures (APMs).

The classification of certain costs as non-underlying is not defined by UK-adopted international accounting

standards and therefore requires significant judgement in determining the appropriate classification in line with

guidance from the Financial Reporting Council (“FRC”).

The classification of costs as non-underlying impacts adjusted profit metrics (being adjusted EBITDA, adjusted

operating profit, adjusted profit before tax, adjusted earnings per share, and pre-IFRS 16 adjusted EBITDA

and net debt/cash). These metrics are considered by the group to be key in assessing the quality of the

group’s underlying earnings. The Directors determined that the circumstances of these items warrant separate

presentation in the financial statements due to the nature, extent, and infrequency of the transactions. These

include, but are not limited to, costs incurred in the act of securing debt or equity funding, acquisition costs,

non-recurring costs arising from business restructuring and expensed software-as-a-service costs incurred

inthe process of developing strategic IT systems.

We identified there to be a potential risk of fraud due to inappropriate manipulation of the classification and

accuracy of non-underlying items. This would constitute inappropriate classification of items which are

underlying in nature, in non-underlying items and the risk of inaccurate quantification of items classed as

non-underlying.

Further details on the non-underlying items are included in the Chief Financial Officer’s Review on page 49

andthe Audit & Risk Committee Report on page 81. Details of the accounting policy are included in Note

1 tothe financial statements. Details of non-underlying operating expenses are provided in Note 7 to the

financial statements.

How the scope

of our audit

responded to the

key audit matter

To address this key audit matter, we performed the following procedures:

• Obtained an understanding of relevant controls over the classification of items as non-underlying and the

associated accuracy of these items;

• Obtained an understanding of the accounting policy for classification ofnon-underlyingitems;

• Evaluated the classification of items recognised as non-underlying items, including an assessment

ofconsistency against prior period disclosures and comparison against FRC guidance of an

‘even-handed’ approach;

• Assessed whether costs recognised as non-underlying were incremental to wider business activities;

• For a sample, tested individual costs presented as non-underlying items, tracing through to underlying

supporting evidence to assess accuracy;

• For a sample, assessed the classification of individual costs for appropriate presentation as non-underlying

items, including the disaggregation within restructuring costs, asset impairment, strategic IT expenses,

oracquisition costs; and

• Evaluated the appropriateness of the disclosures in the financial statements.

Key observations Based on the procedures performed, we concluded that the classification and accuracy of non-underlying

items are appropriate.

Eurocell plc Annual Report and Accounts 2025116

6. Our application of materiality

6.1. Materiality

We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic

decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope

ofour audit work and in evaluating the results of our work.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

Group financial statements Parent company financial statements

Materiality £1,400,000 £850,000

Basis for determining materiality Our materiality was determined using a

combination of metrics – being revenue,

totalassets and adjusted EBITDA.

Our materiality is equivalent to:

• 0.35% of revenue

• 0.49% of total assets

• 2.72% of adjusted EBITDA (as included in

Note 1 Alternative performance measures)

1.0% of total assets

Rationale for the

benchmarkapplied

In the current year revenue and profit of

the group have remained low compared

to historical levels, following ongoing

subdued market demand and trading

volumes. However, the overall size of the

group remains stable when compared

withpreviousperiods. Hence, we have

considered a range of metrics in the

determination of our materiality.

We determined total assets to be an

appropriate benchmark to utilise for the

parent company financial statements as it is a

non-trading holding company. The total asset

balance incorporates investment balances

– which are the primary activity of such

aholding company.

Independent Auditor’s Report to the members of Eurocell plc continued

Report on the audit of the financial statements

6.2. Performance materiality

We set performance materiality at a level lower than materiality

to reduce the probability that, in aggregate, uncorrected and

undetected misstatements exceed the materiality for the

financial statements as a whole. Both the group and parent

company performance materiality were established at 70% of

their respective materiality balances. In determining performance

materiality, weconsidered the following factors:

a. Our risk assessment, including our assessment of the

groupenvironment and nature of operations;

b. The reliability of internal controls over financial reporting,

including any ineffective entity-level controls; and

c. This being a first-year audit engagement.

6.3. Error reporting threshold

We agreed with the Audit & Risk Committee that we would report

to the Committee all audit differences in excess £0.07m, as well

as differences below that threshold that, in our view, warranted

reporting on qualitative grounds. We also report to the Audit &

Risk Committee on disclosure matters that we identified when

assessing the overall presentation of the financial statements.

7. An overview of the scope of our audit

7.1. Identification and scoping of components

The primary purpose of the group is the manufacturing,

distribution, and recycling of PVC window, door, and roofline

products. Our audit was scoped by obtaining an understanding

of the entity and its operations, including the relevant segments

and entities within the group in accordance with the group

structure and legal entities that make up the group. We identified

seven components for which we performed audit procedures

on the entire financial information, with a range in component

performance materiality from £490,000 to£686,000.

We performed specified procedures on the Alunet Group, for

which we audited the in-year acquisition with involvement from

our valuation specialists. All procedures were performed by the

group audit engagement team.

The components subject to audit procedures together

represent88.4% of revenue, 95.1% of total assets, and 95.7% of

total liabilities.

7.2. Our consideration of the control environment

The group’s accounting records are maintained in the group’s

accounting and reporting software platform, SAP. Together with

our IT specialists, we have assessed the IT control environment

and gained an understanding of the general IT controls, including

controls over access, change management, and segregation of

duties. We did not plan to rely on SAP or adopt a control reliance

strategy over any business processes or account balances

due to the control deficiencies identified by the external auditor

in previous periods not being fully remediated and operating

effectively for the entire period.

We also gained an understanding over the relevant controls and

business processes for complex areas of estimation, including

the financial closing and reporting process, management override

of controls, revenue, non-underlying items, and payroll. From this

work, we have identified some further deficiencies in the design

of controls, which the group is subsequently taking action to

remediate, and we have communicated findings and deficiencies

on internal controls to the Audit & Risk Committee. As a result

of the deficiencies identified we tailored the timing, nature and

extent of our audit procedures in response and revisited our

riskassessment.

Eurocell plc Annual Report and Accounts 2025 117

Strategic Report

Financial Statements

Corporate Governance

7.3. Our consideration of climate-related risks

We have assessed the group’s consideration of climate risks

and opportunities, as disclosed in the sustainability report. In the

principal risks and uncertainties report on page 54, the group has

identified the areas of their business that will be most impacted

by climate change. The key areas of the financial statements

where management evaluated that climate risk has the potential

for a significant impact are the physical risks associated with

climate change on business operations, alongside the concern

that investors and lenders could show preference to businesses

with material ESG improvements in comparison to Eurocell,

should these not be achieved.

In response to the risks identified, we performed the

followingprocedures:

• Inquired of management and those charged with

governance(TCWG) with regards to climate changes and

corresponding considerations;

• Gained an understanding of the entity operations and

considered how climate may impact the business and

operating environment – including financial reporting;

• Assessed cash flow forecasts for the impact of climate related

expenditure; and

• Together with our ESG specialists, we read the climate-

related disclosures included in the annual report, specifically,

the Task Force on Climate-Related Financial Disclosures

and the principal risks and uncertainties the strategic report.

We assessed the consistency of these disclosures with the

financial statements, disclosure requirements, and knowledge

gained throughout the audit.

8. Other information

The other information comprises the information included in the

annual, other than the financial statements and our auditor’s

report thereon. The directors are responsible for the other

information contained within the annual report.

Our opinion on the financial statements does not cover the

other information and, except to the extent otherwise explicitly

stated inour report, we do not express any form of assurance

conclusion thereon.

Our responsibility is to read the other information and, in

doing so, consider whether the other information is materially

inconsistent with the financial statements or our knowledge

obtained in the course of the audit, or otherwise appears to be

materially misstated.

If we identify such material inconsistencies or apparent material

misstatements, we are required to determine whether this

gives rise to a material misstatement in the financial statements

themselves. If, based on the work we have performed, we

conclude that there is a material misstatement of this other

information, we are required to report that fact.

We have nothing to report in this regard.

9. Responsibilities of directors

As explained more fully in the directors’ responsibilities statement,

the directors are responsible for the preparation of the financial

statements and for being satisfied that they give a true and fair

view, and for such internal control as the directors determine

is necessary to enable the preparation of financial statements

that are free from material misstatement, whether due to fraud

orerror.

In preparing the financial statements, the directors are

responsible for assessing the group’s and the parent company’s

ability to continue as a going concern, disclosing as applicable,

matters related to going concern and using the going concern

basis of accounting unless the directors either intend to liquidate

the group or the parent company or to cease operations, or have

no realistic alternative but to do so.

10. Auditor’s responsibilities for the audit of the

financial statements

Our objectives are to obtain reasonable assurance about whether

the financial statements as a whole are free from material

misstatement, whether due to fraud or error, and to issue an

auditor’s report that includes our opinion. Reasonable assurance

is a high level of assurance, but is not a guarantee that an audit

conducted in accordance with ISAs (UK) will always detect a

material misstatement when it exists. Misstatements can arise

from fraud or error and are considered material if, individually or

in the aggregate, they could reasonably be expected to influence

the economic decisions of users taken on the basis of these

financialstatements.

A further description of our responsibilities for the audit of the

financial statements is located on the FRC’s website at:

www.frc.org.uk/auditorsresponsibilities. This description forms

part of our auditor’s report.

11. Extent to which the audit was considered capable

of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance

with laws and regulations. We design procedures in line with our

responsibilities, outlined above, to detect material misstatements

in respect of irregularities, including fraud. The extent to which

our procedures are capable of detecting irregularities, including

fraud is detailed below.

11.1. Identifying and assessing potential risks related

to irregularities

In identifying and assessing risks of material misstatement in

respect of irregularities, including fraud and non-compliance

withlaws and regulations, we considered the following:

• the nature of the industry and sector, control environment

and business performance including the design of the group’s

remuneration policies, key drivers for directors’ remuneration,

bonus levels and performance targets;

• results of our enquiries of management, internal audit, the

directors and the Audit & Risk Committee about their own

identification and assessment of the risks of irregularities,

including those that are specific to the group’s sector;

Eurocell plc Annual Report and Accounts 2025118

• any matters we identified having obtained and reviewed

the group’s documentation of their policies and procedures

relatingto:

– identifying, evaluating and complying with laws and

regulations and whether they were aware of any instances

ofnon-compliance;

– detecting and responding to the risks of fraud and

whetherthey have knowledge of any actual, suspected

oralleged fraud;

– the internal controls established to mitigate risks of fraud

ornon-compliance with laws and regulations;

• the matters discussed among the audit engagement team and

relevant internal specialists, including valuations, ESG, tax, and

IT specialists regarding how and where fraud might occur in

the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities

and incentives that may exist within the organisation for fraud

andidentified the greatest potential for fraud in the following

area: classification and accuracy of non-underlying items.

Incommon with all audits under ISAs (UK), we are also required

to perform specific procedures to respond to the risk of

managementoverride.

We also obtained an understanding of the legal and regulatory

framework that the group operates in, focusing on provisions

of those laws and regulations that had a direct effect on the

determination of material amounts and disclosures in the financial

statements. The key laws and regulations we considered in

thiscontext included the UK Companies Act, UK Listing Rules,

andtaxlegislation.

In addition, we considered provisions of other laws and

regulations that do not have a direct effect on the financial

statements but compliance with which may be fundamental

tothe group’s ability to operate or to avoid a material penalty.

These included employment law, health & safety laws, and

Energy and Carbon Reporting Requirements.

11.2. Audit response to risks identified

As a result of performing the above, we identified the

classification and accuracy of non-underlying items as a key audit

matter related to the potential risk of fraud. The key audit matters

section of our report explains the matter in more detail and also

describes the specific procedures we performed in response to

that key audit matter.

In addition to the above, our procedures to respond to risks

identified included the following:

• reviewing the financial statement disclosures and testing

to supporting documentation to assess compliance with

provisions ofrelevant laws and regulations described

ashavinga direct effect on the financial statements;

Independent Auditor’s Report to the members of Eurocell plc continued

Report on the audit of the financial statements

• enquiring of management, the Audit & Risk Committee and

in-house legal counsel concerning actual and potential litigation

andclaims;

• performing analytical procedures to identify any unusual or

unexpected relationships that may indicate risks of material

misstatement due to fraud;

• reading minutes of meetings of those charged with

governance, reviewing internal audit reports and reviewing

correspondence withHMRC;

• in addressing the risk of fraud through management override

of controls, testing the appropriateness of journal entries and

other adjustments; assessing whether the judgements made

in making accounting estimates are indicative of a potential

bias; and evaluating the business rationale of any significant

transactions that are unusual or outside the normal course

ofbusiness.

We also communicated relevant identified laws and regulations

and potential fraud risks to all engagement team members

including internal specialists, and remained alert to any

indications of fraud or non-compliance with laws and regulations

throughout the audit.

Report on other legal and

regulatory requirements

12. Opinions on other matters prescribed by the

Companies Act 2006

In our opinion the part of the directors’ remuneration report to

be audited has been properly prepared in accordance with the

Companies Act 2006.

In our opinion, based on the work undertaken in the course of

the audit:

• the information given in the strategic report and the directors’

report for the financial year for which the financial statements

are prepared is consistent with the financial statements; and

• the strategic report and the directors’ report have been

prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group

and the parent company and their environment obtained in

the course of the audit, we have not identified any material

misstatements in the strategic report or the directors’ report.

13. Corporate Governance Statement

The UK Listing Rules require us to review the directors’ statement

in relation to going concern, longer-term viability and that part

of the Corporate Governance Statement relating to the group’s

compliance with the provisions of the UK Corporate Governance

Code specified for our review.

Eurocell plc Annual Report and Accounts 2025 119

Strategic Report

Financial Statements

Corporate Governance

Based on the work undertaken as part of our audit, we have

concluded that each of the following elements of the Corporate

Governance Statement is materially consistent with the financial

statements and our knowledge obtained during the audit:

• the directors’ statement with regards to the appropriateness

of adopting the going concern basis of accounting and any

material uncertainties identified set out on page 59;

• the directors’ explanation as to its assessment of the group’s

prospects, the period this assessment covers and why the

period is appropriate set out on page 124;

• the directors’ statement on fair, balanced and understandable

set out on page 111;

• the board’s confirmation that it has carried out a robust

assessment of the emerging and principal risks set out on

page 69;

• the section of the annual report that describes the review of

effectiveness of risk management and internal control systems

page 81; and

• the section describing the work of the Audit & Risk Committee

set out on page 78.

14. Matters on which we are required to report

byexception

14.1. Adequacy of explanations received and

accounting records

Under the Companies Act 2006 we are required to report to you

if, in our opinion:

• we have not received all the information and explanations we

require for our audit; or

• adequate accounting records have not been kept by the parent

company, or returns adequate for our audit have not been

received from branches not visited by us; or

• the parent company financial statements are not in agreement

with the accounting records and returns.

We have nothing to report in respect of these matters.

14.2. Directors’ remuneration

Under the Companies Act 2006 we are also required to report if

in our opinion certain disclosures of directors’ remuneration have

not been made or the part of the directors’ remuneration report

to be audited is not in agreement with the accounting records

andreturns.

We have nothing to report in respect of these matters.

15. Other matters which we are required to address

15.1. Auditor tenure

Following the recommendation of the Audit & Risk Committee,

we were appointed by the members at the Annual General

Meeting held on 15 May 2025 to audit the financial statements

for the year ending 31 December 2025 and subsequent financial

periods. The period of total uninterrupted engagement including

previous renewals and reappointments ofthe firm is accordingly

oneyear.

15.2. Consistency of the audit report with the

additional report to the Audit & Risk committee

Our audit opinion is consistent with the additional report to the

Audit & Risk Committee we are required to provide in accordance

with ISAs (UK).

16. Use of our report

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.

As required by the Financial Conduct Authority (FCA) Disclosure

Guidance and Transparency Rule (DTR) 4.1.15R – DTR 4.1.18R,

these financial statements form part of the Electronic Format

Annual Financial Report filed on the National Storage Mechanism

of the FCA in accordance with DTR 4.1.15R – DTR 4.1.18R.

This auditor’s report provides no assurance over whether the

Electronic Format Annual Financial Report has been prepared

incompliance with DTR 4.1.15R – DTR 4.1.18R.

Lee Highton FCA (Senior Statutory Auditor)

For and on behalf of Deloitte LLP

Statutory Auditor

Birmingham, United Kingdom

18 March 2026

Eurocell plc Annual Report and Accounts 2025120

Note

		Year ended 31 December 2025			Year ended 31 December 2024
		Underlying	Non-underlying 1	Total	Underlying	Non-underlying 1	Total
		£m	£m	£m	£m	£m	£m
Revenue	4, 9	403.5	–	403.5	3 5 7. 9	–	3 5 7. 9
Cost of sales		(19 8 . 2)	–	(19 8 . 2)	(16 9 . 6)	–	(16 9. 6)
Gross profit		205.3	–	2 05.3	18 8 . 3	–	18 8 . 3
Distribution costs		(28 .0)	–	(28.0)	(25.7)	–	(25. 7)
Administrative expenses		(15 3 . 2)	(6.8)	(16 0 .0)	(13 9 . 8)	(6.2)	(14 6 . 0)
Operating profit	9	2 4 .1	(6.8)	17. 3	22.8	(6.2)	16 . 6
Finance expense	10	(5 .1)	–	(5 .1)	(2. 8)	–	(2.8)
Profit before tax	9	19 .0	(6.8)	12 . 2	20.0	(6. 2)	13 . 8
Taxation	11	(4.2)	1. 6	(2 .6)	(4.6)	1. 3	(3.3)
Profit for the year and total
comprehensive income		14 . 8	(5. 2)	9.6	15 .4	(4. 9)	10 .5
Basic earnings per share	12	14 . 6p		9.5p	14 . 4p		9.8p
Diluted earnings per share	12	14 . 5p		9.4p	14 . 3p		9. 7p

1 Non-underlying items are detailed in Note 7. The Group’s policy regarding the recognition of non-underlying items is outlined on page 136.

The Notes on pages 124 to 157 are an integral part of these Consolidated Financial Statements.

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2025

Eurocell plc Annual Report and Accounts 2025 121

Strategic Report

Financial Statements

Corporate Governance

Consolidated Statement of Financial Position

As at 31 December 2025

		2025	2024
	Note	£m	£m
Assets
Non-current assets
Property, plant and equipment	14	63.2	6 0.5
Right-of-use assets	15	71. 6	54.3
Goodwill	16	3 6 .1	10. 8
Intangible assets	16	4.7	3.8
Total non-current assets		17 5 . 6	12 9 . 4
Current assets
Inventories	18	5 3.6	4 7. 2
Trade and other receivables	19	51. 9	45.8
Corporation tax		0.4	1. 0
Cash and cash equivalents		6.3	0.4
Total current assets		11 2 . 2	9 4.4
Total assets		2 8 7. 8	223.8
Liabilities
Current liabilities
Trade and other payables	21	(54.0)	(45 .2)
Contingent consideration	34	(3. 7)	–
Deferred consideration	34	(0.6)	–
Lease liabilities	22	(14 . 4)	(1 2.5)
Bank overdrafts		–	(3.0)
Provisions	23	(0. 5)	(0.4)
Total current liabilities		(73 .2)	(6 1 .1)
Non-current liabilities
Borrowings	20	(2 7. 7 )	(0.5)
Contingent consideration	34	(8.5)	–
Deferred consideration	34	(0 .1)	–
Lease liabilities	22	(61. 7)	(46 .9)
Provisions	23	(1. 8)	(1. 3)
Deferred tax	24	(10 .0)	(8.6)
Total non-current liabilities		(10 9. 8)	( 5 7. 3)
Total liabilities		(18 3 .0)	(11 8 . 4)
Net assets		10 4. 8	10 5. 4
Equity attributable to equity holders of the parent
Share capital	25	0 .1	0 .1
Share premium account	25	22 .2	22. 2
Treasury shares	25	(0.9)	(2.0)
Share-based payment reserve	26	2 .4	2.3
Share buyback reserve	25	–	–
Retained earnings		81. 0	82 .8
Total equit y		10 4. 8	10 5. 4

The Financial Statements on pages 120 to 157 were approved and authorised for issue by the Board of Directors on 18 March 2026

and were signed on its behalf by:

Will Truman Michael Scott

Chief Executive Chief Financial Officer

Eurocell plc Annual Report and Accounts 2025122

		Year ended	Year ended
		31 December	31 December
		2025	2024
	Note	£m	£m
Cash generated from operations	32	5 0 .1	4 7. 2
Income taxes paid		(1.7)	(3.0)
Net cash generated from operating activities		48 .4	4 4.2
Investing activities
Purchase of property, plant and equipment		(12 . 3)	(10. 2)
Purchase of intangible assets		(0. 2)	(0 .1)
Acquisition of subsidiaries (net of cash acquired)		(20.6)	–
Net cash used in investing activities		(3 3 .1)	(10 .3)
Financing activities
Purchase of own shares held as treasury shares	25	(1. 0)	(1. 9)
Share buybacks	25	(5.0)	(12 . 6)
Exercise of share options		–	(0 .1)
Net proceeds from bank and other borrowings		2 7. 0	1. 0
Principal elements of lease payments		(16 .4)	(14 . 4)
Finance elements of lease payments		(2 .9)	(2 .1)
Other finance expense paid		(1.9)	(0.7)
Dividends paid to equity Shareholders	13	(6. 2)	(6. 1)
Net cash used in financing activities		(6.4)	(36.9)
Net increase/(decrease) in cash and cash equivalents 1		8.9	(3.0)
Cash and cash equivalents 1 at the beginning of the year		(2 .6)	0.4
Cash and cash equivalents 1 at the end of the year		6.3	(2.6)

1 Cash and cash equivalents includes bank overdrafts as overdrafts form part of the Group’s cash pooling facility.

Consolidated Cash Flow Statement

For the year ended 31 December 2025

Eurocell plc Annual Report and Accounts 2025 123

Strategic Report

Financial Statements

Corporate Governance

Consolidated Statement of Changes in Equity

For the year ended 31 December 2025

			Share		Share-based	Share
		Share	premium	Treasury	payment	buyback	Retained	Total
		capital	account	shares	reserve	reserve	earnings	equity
	Note	£m	£m	£m	£m	£m	£m	£m
Balance at 1 January 2025		0 .1	22.2	(2 .0)	2.3	–	82 .8	10 5 .4
Comprehensive income for the year
Profit for the year		–	–	–	–	–	9.6	9.6
Total comprehensive income for the year		–	–	–	–	–	9.6	9.6
Contributions by and distributions
to owners
Exercise of share options	25, 26	–	–	1. 0	(0.9)	–	(0. 2)	(0 .1)
Share-based payments	26	–	–	–	1.0	–	–	1. 0
Alunet acquisition		–	–	1 .1	–	–	–	1.1
Purchase of own shares	25	–	–	(1. 0)	–	(4.9)	(0 .1)	(6.0)
Cancellation of shares	25	–	–	–	–	4.9	(4.9)	–
Dividends paid	13	–	–	–	–	–	(6. 2)	(6.2)
Total transactions with owners recognised
directly in equity		–	–	1 .1	0 .1	–	(11. 4)	(10. 2)
Balance at 31 December 2025		0 .1	22. 2	(0.9)	2 .4	–	81. 0	10 4. 8

			Share		Share-based	Share
		Share	premium	Treasury	payment	buyback	Retained	Total
		capital	account	shares	reserve	reserve	earnings	equity
	Note	£m	£m	£m	£m	£m	£m	£m
Balance at 1 January 2024		0 .1	2 2. 2	(0 .1)	0.9	–	9 1. 2	11 4 . 3
Comprehensive income for the year
Profit for the year		–	–	–	–	–	10 . 5	10 . 5
Total comprehensive income for the year		–	–	–	–	–	10 . 5	10 . 5
Contributions by and distributions to owners
Exercise of share options	25, 26	–	–	–	(0 .1)	–	(0.2)	(0.3)
Share-based payments	26	–	–	–	1. 5	–	–	1. 5
Purchase of own shares	25	–	–	(1. 9)	–	(12 . 4)	(0.2)	(1 4.5)
Cancellation of shares	25	–	–	–	–	12 . 4	(12. 4)	–
Dividends paid	13	–	–	–	–	–	(6 .1)	(6 .1)
Total transactions with owners recognised
directly in equity		–	–	(1. 9)	1. 4	–	(18 . 9)	(19 .4)
Balance at 31 December 2024		0 .1	2 2.2	(2.0)	2.3	–	82.8	10 5 . 4

Eurocell plc Annual Report and Accounts 2025124

Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

1 ACCOUNTING POLICIES (GROUP)

Corporate information

Eurocell plc (the ‘Company’) and its subsidiaries (together the ‘Group’) is a publicly listed company incorporated and domiciled in

England, United Kingdom. The registered office is located in England at the following address: Eurocell Head Office and Distribution

Centre, High View Road, South Normanton, Alfreton, Derbyshire DE55 2DT.

The Group is principally engaged in the extrusion and supply of PVC window and building products to the new and replacement

window market and the sale of building materials across the UK.

Basis of preparation

The principal accounting policies adopted in the preparation of the Financial Statements are set out below. The policies have been

consistently applied to all years presented, unless otherwise stated.

The Group has adequate resources to continue in operational existence for the foreseeable future and, as a result of this, the going

concern basis has been adopted in preparing the Financial Statements (see below).

The Group Financial Statements have been prepared in accordance with UK-adopted International Accounting Standards and with

the requirements of the Companies Act 2006 as applicable to companies reporting under those standards.

The Financial Statements have been prepared under the historical cost convention, as modified by fair values in respect of acquisition

accounting. The functional currency is Sterling, and the Financial Statements are presented in millions, unless otherwise stated.

The preparation of the Group Financial Statements requires the use of certain critical accounting estimates. It also requires

management to exercise judgement in applying the Group’s accounting policies. The areas involving a higher degree of judgement

or complexity, or areas where assumptions and estimates are significant to the Financial Statements, are disclosed in Note 2.

Basis of consolidation

The Consolidated Financial Statements comprise the Financial Statements of the Company and its subsidiaries at 31 December 2025

and present the results as if they formed a single entity. Where the Company has power, either directly or indirectly, to govern the

financial and operating policies of another entity or business so as to obtain benefits from its activities, it is classified as a subsidiary.

Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtained control, and continue to be

consolidated until the date when such control ceases. Intercompany transactions and balances, unrealised gains and losses resulting

from intra-Group transactions and dividends are eliminated in full.

The functional currency of all entities in the Group is Sterling. The vast majority of the Group’s revenues are denominated in Sterling,

and as a result, the consolidation of non-UK revenues has minimal foreign exchange impact.

The Consolidated Financial Statements incorporate the results of business combinations using the purchase method. In the

Consolidated Statement of Financial Position, the acquiree’s identifiable assets, liabilities and contingent liabilities are initially

recognised at their fair values at the acquisition date.

All dormant subsidiaries prepare and file financial statements in accordance with Section 480 of the Companies Act 2006, which are

filed with the registrar at Companies House.

Under section 479A –479C of the Companies Act 2006 Ecoplas Limited (company number 03418474), Alunet Systems Limited

(company number 10172250), Compdoor Limited (company number 13557107), UK Doors (Midlands) Limited (company number

12776674), JD (UK) Limited (company number 04273064) and JDUK Investments Limited (company number 08126121) are exempt

from an audit of their individual accounts. The accounts of these companies are consolidated herewith and its ultimate holding

company, Eurocell plc has provided a guarantee under section 479C for the year ended 31 December 2025.

Going concern

The Group funds its activities through a £75 million Revolving Credit Facility, provided by Barclays, NatWest and AIB. The facility

was renewed on 6 March and now matures in February 2030. The facility includes two key financial covenants, which are tested

at 30 June and 31 December each year on a pre-IFRS 16 basis. These are that net debt should not exceed three times adjusted

EBITDA (Leverage), and that adjusted EBITDA should be at least four times the interest charge on the debt (Interest Cover). Adjusted

EBITDA is defined as operating profit before depreciation, amortisation and non-underlying items. See alternative performance

measures on page 130.

No covenants were breached during the year ended 31 December 2025. For the next measurement period, being 30 June 2026,

and going forward, the Group expects to comply with its covenants.

In assessing going concern, the Directors have considered financial projections for the period to December 2027, which is consistent

with the Board’s strategic planning horizon and reflects a period of at least 12 months from the date of approval of these Financial

Statements. These forecasts have been compiled based on the best estimates of the Group’s commercial and operational teams.

This includes a severe but plausible ‘Downside’ scenario, which reflects demand for the Group’s products being severely weakened.

Eurocell plc Annual Report and Accounts 2025 125

Strategic Report

Financial Statements

Corporate Governance

In all scenarios tested, including sensitivities reducing sales forecasts to 10% below management’s estimates for the period

2026-27, key raw material prices increasing by 33% over that period and both scenarios combined, the Group operates with

significant headroom on its RCF facility and remains compliant with its original covenants.

After reviewing the Group’s projected financial performance and financing arrangements, the Directors consider that the Group

has adequate resources to continue operating and that it is, therefore, appropriate to continue to adopt the going concern basis

in preparing these Financial Statements.

Changes in accounting policies and disclosures applicable to the Company and the Group

In the current year, the Group has applied the amendment below to IFRS Standards and Interpretations issued by the International

Accounting Standards Board (IASB) that is mandatorily effective for an accounting period that begins on or after 1 January 2025,

with no material impact:

• Amendments to IAS 21 – Lack of Exchangeability.

The following new accounting standards, amendments to accounting standards and interpretations have been published that are not

mandatory for 31 December 2025 reporting periods and have not been early adopted by the Group:

• Amendments to IFRS 9 and IFRS 7 – Classification and Measurement of Financial Instruments;

• IFRS 18 – Presentation and Disclosure in Financial Statements; and

• IFRS 19 – Subsidiaries without Public Accountability: Disclosures.

These standards, amendments or interpretations are not expected to have a material impact on the Group in the current or future

reporting periods and on foreseeable future transactions.

IFRS 18 becomes effective for annual reporting periods beginning on or after 1 January 2027, with earlier application permitted. IFRS

18 replaces IAS 1, carrying forward many of the requirements in IAS 1 unchanged and complementing them with new requirements.

In addition some paragraphs from IAS 1 have been moved to IAS 8 and IFRS 7. Furthermore, the IASB has made minor amendments

to IAS 7 and IAS 33 Earnings per Share.

The amendments to IAS 7 and IAS 33, as well as the revised IAS 8 and IFRS 7, become effective when IFRS 18 is applied. IFRS 18

requires retrospective application with specific transition provisions. The Directors anticipate that the application of these amendments

will have an impact on the Group’s Consolidated Financial Statements in future periods.

Revenue

The Group manufactures and distributes a range of building plastic materials, along with associated ancillary products, via direct

sales to its fabricator customers and through its Branch Network. Revenue is recognised when control of the products has

transferred. Control is considered to have transferred once the customer has taken delivery of the products, or has collected them

from the branch, has full discretion over the future use of those products, and where there is no unfulfilled obligation that could affect

the customer’s acceptance of the products.

Revenue is based upon the price specified on the customer’s invoice, which is determined with reference to a price list specific to

each customer or category of customers. A receivable is recognised on the transfer of the products, as this is the point at which

consideration is deemed to be unconditional. There are no variable elements to the consideration received that require estimation.

No significant element of financing is present as sales are made with a credit term of 30 days end of month, which is consistent with

market practice.

When payments are made by the Group to customers or potential customers in order to secure contracts to supply products to those

customers in the future, these payments (subject to a de-minimis limit) are deferred and recognised as assets in the Consolidated

Statement of Financial Position. Deferred amounts are recognised as a reduction of revenues over time as the goods or services to

which each payment relates are transferred to the customer, typically over a period of not more than four years, and are assessed for

indicators of possible impairment at least annually

Due to the fact that the Group’s customers typically collect or take delivery of products for immediate use in their intended purpose,

the likelihood of items being returned is small. Therefore, it is highly probable that a significant reversal of revenue will not occur. The

Group’s obligations to repair or replace faulty manufactured products under the standard warranty terms is recognised as a provision,

see Note 23.

Non-underlying items

The Group presents some material items of income and expense as non-underlying items. This is done when, in the opinion of

the Directors, the nature of the circumstances merit separate presentation in the Financial Statements. This includes, but is not

limited to, material non-current asset impairment charges, non-recurring costs arising from business restructuring and expensed

software-as-a-service costs incurred in the process of developing strategic IT systems (see Software on page 126).

This treatment allows users of the Financial Statements to better understand the elements of financial performance in the year, it facilitates

comparison with prior periods, and it helps in understanding trends in financial performance. Further details are provided in Note 7.

Eurocell plc Annual Report and Accounts 2025126

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2025

1 ACCOUNTING POLICIES (GROUP) continued

Business combinations and goodwill

Business combinations are accounted for using the acquisition method. The cost of acquisition is measured as the aggregate of the

fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the acquirer,

in exchange for control of the acquiree. Direct costs of acquisition are recognised immediately as an expense.

Goodwill is initially measured at cost, being the excess of the cost of a business combination over the fair value of the identifiable

assets, liabilities and contingent liabilities acquired at the acquisition date. Goodwill is capitalised as an intangible asset with any

impairment in carrying value being charged to the Consolidated Statement of Comprehensive Income. Where the fair value of

identifiable assets, liabilities and contingent liabilities exceeds the fair value of consideration paid, the excess is credited in full to

the Consolidated Statement of Comprehensive Income on the acquisition date.

Externally acquired intangible assets

Externally acquired intangible assets are initially recognised at cost and subsequently amortised on a straight-line basis over their

useful economic lives.

Intangible assets are recognised on business combinations if they are separable from the acquired entity or give rise to other

contractual/legal rights. The amounts ascribed to such intangibles are arrived at by using appropriate valuation techniques.

Useful economic lives and the methods used to determine the cost of intangibles acquired in a business combination are as follows:

Intangible asset	Useful economic life	Valuation method
Software	5 to 10 years	Cost to acquire
Technology-based	10 to 17 years	Cost to acquire
Customer-related	5 to 10 years	Cost to acquire
Marketing-related	10 to 15 years	Cost to acquire

The amortisation charge for the year is included within administration costs within the Consolidated Statement of

Comprehensive Income.

Software

Costs associated with maintaining computer software programmes are recognised as an expense in the underlying income statement

as they are incurred. Development costs that are directly attributable to the design and testing of identifiable and unique software

products that are controlled by the Company are recognised as intangible assets, and amortised on a straight-line basis over their

estimated useful lives. Any costs incurred in relation to software-as-a-service (“SaaS”) arrangements are expensed as incurred unless

the cost results in the Company obtaining control over a related asset. Where expensed SaaS costs are incurred in the process

of implementing strategic IT systems, which for the avoidance of doubt comprises the Group’s new Enterprise Resource Planning

Systems including a new trade counter system for the Branch Network, such costs are classified as non-underlying items as they are

material in size and not part of the normal costs of operating the business.

Impairment of tangible assets, intangible assets, right-of-use assets and investments

Impairment tests on non-current assets are undertaken annually at the financial year-end or at any other time when an indication of

impairment arises. Where the carrying value of an asset exceeds its recoverable amount (i.e. the higher of value-in-use and fair value

less costs to sell), the asset is written down accordingly.

Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the smallest

group of assets to which it belongs for which there are separately identifiable cash flows – its cash-generating unit (‘CGU’). Goodwill

is allocated on initial recognition to each of the Group’s CGUs that are expected to benefit from the synergies of the combination

giving rise to the goodwill. Impairment is not considered at an individual branch level (‘Building Plastics: CGU’) as acquired goodwill is

not separately identifiable on that basis.

Individual right-of-use lease property assets relating to the Group’s Branch Network are also tested for impairment when an indication

of impairment arises, such as a branch becoming loss-making. In considering individual branch performance, central overheads are

allocated to each branch in proportion to sales.

Where it is considered probable that climate change will have a measurable and materially adverse impact on the future cash flows of

a CGU or non-current asset, estimated cash flows and/or useful economic lives are reduced accordingly.

Impairment charges are included in the Consolidated Statement of Comprehensive Income, except to the extent they reverse gains

previously recognised in Other Comprehensive Income. An impairment loss recognised for goodwill is not reversed.

Eurocell plc Annual Report and Accounts 2025 127

Strategic Report

Financial Statements

Corporate Governance

Property, plant and equipment

Items of property, plant and equipment are initially recognised at cost. As well as the purchase price, cost includes directly attributable

costs and the estimated present value of any future unavoidable costs of dismantling and removing items. The corresponding liability

is recognised within provisions.

Freehold land is not depreciated. Assets in the course of construction are not depreciated until they are in a condition that would

allow them to be deployed in their intended use without further changes to their condition. Depreciation is provided on all other items

of property, plant and equipment so as to write off their cost less residual value over their expected useful economic lives.

It is provided at the following rates:

Asset class	Depreciation policy
Freehold property	2.5% per annum straight-line
Leasehold improvements	Equal instalments over the period of the lease
Plant and machinery
Mixing plant	Between 20% and 25% per annum straight-line
Extruders	13 years based on production usage on a straight-line basis
Stillages and tooling	5 to 10 years based on production usage on a straight-line basis
Other	Between 10% and 25% per annum straight-line
Motor vehicles	Between 20% and 25% per annum straight-line
Office equipment and fixtures	Between 20% and 25% per annum straight-line

Right-of-use lease assets

Right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at, or before,

the commencement day and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and

impairment losses. Discount rates are based on our external financing rate and then a lease-specific adjustment is applied.

Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers

ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group expects to exercise a purchase option,

the related right-of-use asset is depreciated over the useful life of the underlying asset. Depreciation starts at the commencement

date of the lease. Leases are assessed for impairment based on value-in-use and impaired where the carrying value exceeds the

recoverable amount. Reversals of impairments can occur where assets are subsequently found to have further value-in-use.

Inventories

Inventories are initially recognised at cost, and subsequently at the lower of cost and net realisable value. Cost comprises all costs of

purchase and conversion and other costs incurred in bringing the inventories to their present location and condition. In determining

the cost of raw materials, consumables and goods purchased for resale, the weighted average purchase price is used. For work in

progress and finished goods, cost is taken as production cost, which includes a proportion of attributable overheads.

Net realisable value is based on estimated normal selling price, less further costs expected to be incurred up to completion and

disposal. Provision is made for obsolete, slow-moving or defective items where appropriate.

Financial assets

The Group records all of its financial assets at amortised cost and has not classified any of its financial assets at fair value through

profit and loss or other comprehensive income. The Group’s financial assets comprise trade and other receivables and cash and

cash equivalents in the balance sheet. These are non-derivative financial assets with fixed or determinable payments that are not

quoted in an active market. They arise principally through the provision of goods and services to customers, but also incorporate

other types of contractual monetary asset. They are initially recognised at fair value plus transaction costs that are directly attributable

to their acquisition or issue and are subsequently carried at amortised cost using the effective interest rate method, less provision for

impairment. Customer rebates are offset against receivable amounts in line with the terms of the customer agreements.

The Group applies the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance for

trade receivables.

Expected loss rates are derived based upon the payment profile of sales over the three-year period up to the reporting date, and

the corresponding credit losses experienced. These rates are then adjusted to reflect current and forward-looking information on

macroeconomic factors affecting the ability of customers to settle receivables, including GDP, the rate of unemployment, new housing

starts, interest rates and household disposable income. Insured balances are excluded to the extent that no loss would arise in the

event of default by the customer.

Eurocell plc Annual Report and Accounts 2025128

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2025

1 ACCOUNTING POLICIES (GROUP) continued

Financial assets continued

Where the adjusted loss rates are different from the original estimate, there is an impact on the carrying value of trade receivables and

the amount credited or charged on a net basis to operating expenses within the Consolidated Statement of Comprehensive Income.

While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the identified impairment loss

was immaterial.

Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with

original maturities of three months or less from inception, and – for the purpose of the Statement of Cash Flows – bank overdrafts.

Bank overdrafts are shown within current liabilities in the balance sheet .

Financial liabilities

The Group classifies its financial liabilities as financial liabilities measured at amortised cost, which include the following items:

• Bank borrowings, which are initially recognised at fair value net of any transaction costs directly attributable to the issue of the

instrument. Such interest-bearing liabilities are subsequently measured at amortised cost using the effective interest rate method,

which ensures that any interest expense over the period to repayment is at a constant rate on the balance of the liability carried in

the balance sheet

• Trade payables and other short-term monetary liabilities, which are initially recognised at fair value and subsequently carried at

amortised cost using the effective interest method.

Taxation

Tax on the profit for both the current and prior periods comprises both current and deferred tax and is recognised in the Consolidated

Statement of Comprehensive Income, except to the extent that it relates to items recognised directly in equity.

Current tax is the expected tax payable on taxable income for the year, using tax rates that have been enacted at the balance sheet

date, and any adjustment to tax payable in respect of prior years.

The Group recognises a current tax asset in respect of relief claimed under the Patent Box when the inflow of economic benefits

arising from that asset is virtually certain, deemed to be the submission of a claim to HM Revenue and Customs.

Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the balance sheet differs from its

tax base, except for differences arising on:

• the initial recognition of goodwill;

• the initial recognition of an asset or liability in a transaction which is not a business combination, and at the time of the transaction

affects neither accounting nor taxable profit; and

• investments in subsidiaries and jointly controlled entities where the Group is able to control the timing of the reversal of the

difference and it is probable that the difference will not reverse in the foreseeable future.

Recognition of deferred tax assets is restricted to those instances where it is probable that future taxable profits will arise, against

which the difference can be utilised.

The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting

date and are expected to apply when the deferred tax liabilities/assets are settled/recovered.

Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and liabilities

and the deferred tax assets and liabilities relate to taxes levied by the same tax authority on either:

• the same taxable Group company; or

• different Group entities, which intend either to settle current tax assets and liabilities on a net basis, or to realise the assets

and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are

expected to be settled or recovered.

Lease liabilities

The Group leases certain properties, vehicles and material handling equipment. The Group assesses whether a contract is or

contains a lease, at inception of a contract. The Group recognises a right-of-use asset and a corresponding lease liability with respect

to all lease agreements in which it is the lessee except for short-term leases (defined as leases with a lease term of 12 months or

less) and leases of low-value assets (defined as leases with a value of less than £5,000). For these leases, the Group recognises the

lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more

representative of the time pattern in which economic benefits from the leased asset are consumed.

Eurocell plc Annual Report and Accounts 2025 129

Strategic Report

Financial Statements

Corporate Governance

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date,

discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing

rate. The incremental borrowing rate is calculated based upon a combination of the risk-free rate, financing and asset-specific credit

spreads, adjusted for the term of each lease.

Lease payments included in the measurement of the lease liability comprise fixed lease payments, less any lease incentives. The lease

liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest

method) and by reducing the carrying amount to reflect the lease payments made.

The principal and finance elements of lease payments are presented separately on the face of the Consolidated Cash Flow Statement

within financing activities.

Provisions

A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past

event, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material,

provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments

of the time value of money and, when appropriate, the risks specific to the liability.

The Group has recognised provisions for liabilities of uncertain timing or amount in respect of leasehold dilapidations and warranty

claims. The provision is measured at the best estimate of the expenditure required to settle the obligation at the reporting date,

discounted at a pre-tax rate as described above.

Dilapidations provisions represent the Directors’ best estimate of the cost associated with the obligation using historical costs. Known

specific obligations relating to repairs required or structural changes made to a building are recognised as soon as the timing and

amount of the liability can be reliably estimated.

Warranty provisions are recognised to cover known potential warranty issues. The provision represents the Directors’ best estimate of

the costs associated with these obligations.

Share capital

The Group’s ordinary shares are classified as equity instruments.

Treasury shares

Treasury shares are held by the Company and the Company’s Employee Benefit Trust for the purpose of satisfying awards under the

Group’s various share-based payment schemes.

Shares in relation to the Employee Benefit Trust are acquired from the market and are held in treasury until such time as they are

issued to share scheme participants. Treasury shares held by the Company are acquired through the share buyback schemes. Any

shares not yet issued to employees at the end of the reporting period are shown as treasury shares in the Financial Statements.

Shares issued to employees are recognised on a first-in first-out basis. Under the terms of the trust deed, the Group is required to

provide the trust with the necessary funding for the acquisition of the shares.

Dividends

Dividends are recognised when they become legally payable. In the case of interim dividends to equity shareholders, this is when

paid. In the case of final dividends, this is when approved by the Shareholders at the Annual General Meeting.

Retirement benefits: defined contribution scheme

The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in

an independently administered fund. The amount charged to the Consolidated Statement of Comprehensive Income represents the

contributions payable to the scheme in respect of the accounting period. The Group has no obligation to pay future pension benefits.

Foreign currency

The Group’s Financial Statements are presented in Sterling. For each entity, the Group determines the functional currency, and items

included in the Financial Statements of each entity are measured using that functional currency.

Transactions entered into by Group entities in a currency other than the currency of the primary economic environment in which they

operate (their ‘functional currency’) are recorded at the prevailing rate when the transactions occur. Foreign currency monetary assets

and liabilities are translated at the rates ruling at the reporting date. Exchange differences arising on the retranslation of unsettled

monetary assets and liabilities are recognised immediately in the Consolidated Statement of Comprehensive Income.

Eurocell plc Annual Report and Accounts 2025130

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2025

1 ACCOUNTING POLICIES (GROUP) continued

Share-based payment transactions

The Group has applied the requirements of IFRS 2 Share-based Payment.

Equity-settled share-based payments are measured at fair value at the date of grant. The fair value is determined at the grant

date using the Black-Scholes valuation model and equity-settled share-based payments are expensed on a straight-line basis

over the vesting period, based upon the Company’s estimate of the shares that will eventually vest and adjusted for the effect

of non-market-based vesting conditions.

Fair value is measured based on the value of options over shares on the date of grant and the likelihood of all, or part of, the

option vesting.

Current tax relief is available as shares vest based on the value at the date of vesting. A deferred tax asset is recognised at grant date

based on the number of shares expected to be issued, at the value at which they are expected to be issued, proportioned in line with

the vesting period.

Alternative performance measures

The Group uses alternative performance measures alongside statutory measures to facilitate a better understanding of financial

performance and comparison with prior periods, and in order to provide audited financial information, against which the Group’s bank

covenants, which are all measured on a pre-IFRS 16 basis, can be assessed.

EBITDA is defined as operating profit before depreciation and amortisation charges. Pre-IFRS 16 EBITDA is stated inclusive of

operating lease rentals under IAS 17 Leases.

Adjusted EBITDA, profits and earnings per share exclude non-underlying items. Adjusted profit measures allow users of the Financial

Statements to better understand financial performance in the year by removing certain material items of income and expense that are

unusual due to their nature or infrequency, thus facilitating better comparison with prior periods.

Covenants are assessed on a pre-IFRS 16 adjusted EBITDA, continuing basis.

	2025	2024
	£m	£m
Operating profit	17.3	16.6
Depreciation and amortisation	27.4	25.3
EBITDA	44.7	41.9
Non-underlying items (Note 7)	6.8	6.2
Adjusted EBITDA	51.5	4 8 .1
Operating lease rentals under IAS 17	(18.8)	(16.3)
Pre-IFRS 16 adjusted EBITDA	32.7	31.8

Pre-IFRS 16 total net debt/(cash) is defined as total borrowings and deferred consideration less cash and cash equivalents, excluding

the impact of leases recognised under IFRS 16 Leases.

	2025	2024
	£m	£m
Total net debt	98.2	62.5
Lease liabilities	(76.1)	(59.4)
Pre-IFRS 16 net debt/(cash)	22.1	3.1

Eurocell plc Annual Report and Accounts 2025 131

Strategic Report

Financial Statements

Corporate Governance

2 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The Group makes certain estimates and judgements regarding the future. Estimates and judgements are continually evaluated based

on historical experience and other factors, including expectations of future events, that are believed to be reasonable under the

circumstances. In the future, actual experience may differ from these estimates and judgements.

Critical estimates and judgements

The estimates and judgements that have a significant risk of causing a material adjustment to the carrying amounts of assets and

liabilities within the next financial year are discussed below.

Estimates

Acquisition accounting

Any contingent consideration included in the consideration payable for a business combination is recorded at fair value at the date of

acquisition. These fair values are generally based on risk-adjusted future cash flows discounted using appropriate post-tax discount

rates. The fair values are reviewed on a regular basis, and any changes are reflected in the income statement. The key sources of

estimation uncertainty are sales forecasts and discount rate. Refer to note 34 for further information and sensitivity analysis.

Judgements

Asset impairment

The right-of-use impairment charge arose in 2024 following a dispute with the landlord at a secondary warehouse in Derbyshire,

where there was significant deterioration to the flooring. Following legal advice, the Group terminated the lease. The landlord

contested the termination and issued proceedings for unpaid rent. The Group determined that the landlord issuing legal proceedings

represented an impairment trigger for the right-of-use asset, which had a net book value of £3.2 million at that time. With the site not

in condition for use and the outcome of the dispute uncertain, the lease asset was impaired in full in 2024 (a non-cash item). Legal

and other costs relating to the dispute of £0.4 million were incurred in 2025.

Non-underlying items

Categorisation of certain items as non-underlying items requires management judgement. In applying the Group’s non-underlying

items policy, we have considered a number of key matters, as detailed in note 7.

3 FINANCIAL INSTRUMENTS – RISK MANAGEMENT

The Group is exposed through its operations to the following financial risks:

• credit risk

• market risk

• foreign exchange risk

• liquidity risk.

In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. The Group does

not consider there to be any significant concentration of risk. This note describes the Group’s objectives, policies and processes for

managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented

throughout these Financial Statements. There have been no substantive changes in the Group’s exposure to financial instrument

risks, its objectives, policies and processes for managing those risks, or the methods used to measure them from previous periods

unless otherwise stated in this note.

Principal financial instruments

The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows:

• trade and other receivables

• cash and cash equivalents

• deferred and contingent consideration

• trade and other payables

• bank overdrafts

• floating-rate bank loans

• lease liabilities.

The Group finances its activities using cash generated from operations and its Revolving Credit Facility. It does not use invoice

discounting or any other financing facilities. The fair value for cash and cash equivalents is approximate to its book value.

Eurocell plc Annual Report and Accounts 2025132

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2025

3 FINANCIAL INSTRUMENTS – RISK MANAGEMENT continued

Principal financial instruments continued

A summary of the financial instruments held by category is provided below:

	2025	2024
Financial assets	£m	£m
Cash and cash equivalents	6.3	0.4
Trade and other receivables	43.1	35.2
Total financial assets	49.4	35.6

	2025	2024
Financial liabilities	£m	£m
Trade and other payables	44.8	3 6.1
Contingent consideration	12.2	–
Deferred consideration	0.7	–
Lease liabilities	76.1	59.4
Bank overdrafts	–	3.0
Borrowings	28.0	1.0
Total financial liabilities	161.8	99.5

The analysis above does not correspond to the values reported in the Consolidated Statement of Financial Position as excluded

from the analysis above are assets and liabilities from which no future cash flows are expected to arise, including prepayments, other

customer assets, rent-free periods on leased properties, and unamortised arrangement costs relating to the Group’s borrowings.

Impairment of financial assets

Impairments of trade receivables are outlined in Note 19. No further impairments to financial assets are considered necessary.

The Group applies the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance for

trade receivables.

General objectives, policies and processes

The Board has overall responsibility for the determination of the Group’s risk management objectives and policies and, while retaining

ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the effective

implementation of the objectives and policies to the Group’s finance function.

The Board receives monthly reports from the Chief Financial Officer through which it reviews the effectiveness of the processes put in

place and the appropriateness of the objectives and policies it sets. These are then discussed at regular Board meetings.

The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Group’s

competitiveness and flexibility. Further details regarding these policies are set out as follows.

Credit risk

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. The Group is mainly exposed to credit risk through its trade receivables arising from its normal commercial activities.

It is Group policy, implemented locally, to assess the credit risk of new customers before entering into contracts.

Existing credit risks associated with trade receivables are managed in line with Group policies as discussed in the financial assets

section of accounting policies. Credit risk also arises from cash and cash equivalents and deposits with banks and financial

institutions. This risk is mitigated by ensuring that deposits are only made with banks and financial institutions with a good rating

issued by an industry-recognised independent third party (e.g. Standard and Poor’s). At 31 December 2025 all cash was held with

banks and financial institutions rated A or above.

Further disclosures regarding financial assets are provided in Note 19.

Eurocell plc Annual Report and Accounts 2025 133

Strategic Report

Financial Statements

Corporate Governance

Market risk

The Group is exposed to market risk from bank borrowings, which incur variable interest rate charges linked to base rate plus

a margin. The Group’s objective is to manage the interest cost of the Group within the constraints of its financial covenants and

forecasts. It does this through regular reporting and monitoring of operating cash flows, effective working capital management

and close controls over the authorisation of capital expenditure.

The impact of a change in variable interest rates in line with historic movements of 2-3% would not have a material impact on the

Group’s finance expense.

During 2025 and 2024, the Group’s borrowings at a variable rate were denominated in Sterling. Further disclosures relating to bank

borrowings are provided in Note 20.

Foreign exchange risk

Foreign exchange risk is the risk that the fair value of a financial instrument or future cash flow will fluctuate because of changes in

foreign exchange rates. The Group’s exposure to foreign exchange risk arises when individual Group entities enter into transactions

denominated in a currency other than their functional currency. The Group manages its exposure to fluctuations in currency rates by

wherever possible negotiating both purchases and sales to be denominated in Sterling. The profit or loss arising from likely changes

in foreign exchange is not significant.

Liquidity risk

Liquidity risk arises from the Group’s management of working capital and the finance charges and principal repayments on its debt

instruments. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due.

The Group’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due.

To achieve this aim, cash flow forecasts are prepared and updated on a regular basis to ensure that the Group has adequate

headroom in its facilities. The Board receives monthly updates on the Group’s liquidity position and any issues are reported

by exception.

At the end of the financial year, the most recent cash flow projections indicated that the Group expected to have sufficient liquid

resources to meet its obligations under all reasonably foreseeable circumstances.

The following table sets out the contractual maturities (representing undiscounted contractual cash flows) of financial liabilities:

			Between	Between	Between
		Up to 3	3 and 12	1 and 2	2 and 5	Over
	Total	months	months	years	years	5 years
At 31 December 2025	£m	£m	£m	£m	£m	£m
Trade and other payables	44.8	44.8	–	–	–	–
Contingent consideration	13.1	–	3.8	5.1	4.2	–
Deferred consideration	0.7	0.5	0.1	0.1	–	–
Lease liabilities	89.8	4.7	14.1	19.2	30.4	21.4
Borrowings	28.0	–	–	28.0	–	–
Total	176.4	50.0	18.0	52.4	34.6	21.4

			Between	Between	Between
		Up to 3	3 and 12	1 and 2	2 and 5	Over
	Total	months	months	years	years	5 years
At 31 December 2024	£m	£m	£m	£m	£m	£m
Trade and other payables	36.1	36.1	–	–	–	–
Lease liabilities	66.1	3.1	10.7	15.1	21.6	15.6
Bank overdrafts	3.0	3.0	–	–	–	–
Borrowings	1.0	–	–	–	1.0	–
Total	106.2	42.2	10.7	15.1	22.6	15.6

Excluded from the analysis above are assets and liabilities from which no future cash flows are expected to arise including rent-free

periods on leased properties, deferred income and unamortised arrangement costs relating to the Group’s borrowings.

Eurocell plc Annual Report and Accounts 2025134

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2025

3 FINANCIAL INSTRUMENTS – RISK MANAGEMENT continued

Capital management

The Group’s objective when managing capital, which is deemed to be total equity plus total debt and which was £209.3 million (2024:

£168.3 million) at the balance sheet date, is to safeguard the Group’s ability to continue as a going concern, through the optimisation

of the debt and equity balance, and to maintain good headroom on its debt facilities and financial covenants. The Group manages its

capital structure and makes appropriate decisions in the light of current economic conditions and its strategic objectives.

The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and sustain the

future development of the business.

The funding requirements of the Group are met by the utilisation of external borrowings, together with available cash.

A key objective of the Group’s capital management is to maintain comfortable headroom over the covenants set out in its existing

facility agreements.

The financial covenants which are in place, all measured on a pre-IFRS 16 basis, are as follows:

• Leverage: the ratio of total net debt to consolidated adjusted EBITDA of any relevant period of not more than 3:1

• Interest cover: the ratio of adjusted EBITDA to net interest payable in respect of any relevant period of not less than 4:1.

Covenants are measured at half-year and year-end on a rolling 12-month basis. As at 31 December 2025, Leverage and Interest

Cover were 0.7:1 and 18:1 respectively (2024: 0.1:1 and 45:1). The Group operated well within the terms of its covenants throughout

the current and prior periods. The Group anticipates that it will comfortably meet all future covenant obligations.

The following table sets out the Group’s foreign currency denominated monetary assets and monetary liabilities at the reporting date:

		As at 31 December 2025
	GBP	EUR	USD	Total
	£m	£m	£m	£m
Trade and other receivables	43.0	0.1	–	4 3.1
Cash and cash equivalents	6.1	0.2	–	6.3
Lease liabilities	(75.9)	(0.2)	–	(76.1)
Other interest-bearing borrowings	(28.0)	–	–	(28.0)
Trade and other payables	(44.4)	(0.4)	–	(44.8)
	(99.2)	(0.3)	–	(99.5)

		As at 31 December 2024
	GBP	EUR	USD	Total
	£m	£m	£m	£m
Trade and other receivables	35.0	0.2	–	35.2
Cash and cash equivalents	0.3	0.1	–	0.4
Bank overdrafts	(3.0)	–	–	(3.0)
Lease liabilities	(59.1)	(0.3)	–	(59.4)
Other interest-bearing borrowings	(1.0)	–	–	(1.0)
Trade and other payables	(41.1)	(0.5)	–	(41.6)
	(68.9)	(0.5)	–	(69.4)

Eurocell plc Annual Report and Accounts 2025 135

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Financial Statements

Corporate Governance

4 REVENUE

Revenue arises from:

	2025	2024
	£m	£m
Sale of goods	403.5	357.9

External revenue by destination:

	2025	2024
	£m	£m
United Kingdom	399.0	353.1
European Union	3.4	4.1
Rest of World	1.1	0.7
	403.5	357.9

There are no customers with sales in excess of 10% of total Group revenues.

Revenue is disclosed net of other customer asset amortisation and related expenses in the year of £1.4 million (2024: £1.5 million).

Further details are provided in Note 19.

5 AUDITORS REMUNERATION

Total amounts payable to the Group’s auditors were as follows:

	2025	2024
	£000	£000
Audit of these Financial Statements	112	112
Amounts receivable by auditors and their associates in respect of:
Audit of Financial Statements of subsidiaries pursuant to legislation	318	254
Audit-related assurance services	50	77
	480	443

The 2025 fees were payable to Deloitte LLP. All 2024 fees were payable to PricewaterhouseCoopers LLP.

6 EXPENSES BY NATURE

	2025	2024
	£m	£m
Depreciation of property, plant and equipment (Note 14)	10.1	9.6
Depreciation of right-of-use assets (Note 15)	16.0	14.4
Amortisation of intangible assets (Note 16)	1.3	1.3
Impairment of property, plant and equipment and right-of-use assets	–	3.3
Other non-underlying operating expenses (Note 7)	6.8	3.0
Cost of inventories purchased in the year	183.8	153.2
Other variable costs of production	14.4	16.4
Employee benefits expense (Note 8)	97.7	89.2
Short-term lease rentals	2.1	2.2
Other operating costs	54.0	48.7
Total cost of sales, distribution costs and administration expenses	386.2	341.3

Eurocell plc Annual Report and Accounts 2025136

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2025

7 NON-UNDERLYING ITEMS

Amounts included in the Consolidated Statement of Comprehensive Income are as follows:

	2025	2024
	£m	£m
Strategic IT expenses	4.2	2.2
Restructuring costs	1.8	–
Acquisition costs	0.4	0.8
Asset impairment charges and related expenses	0.4	3.2
Non-underlying operating expenses	6.8	6.2
Taxation	(1.6)	(1.3)
Impact on profit after tax	5.2	4.9

Strategic IT expenses

Strategic IT expenses of £4.2 million (2024: £2.2 million) relate to costs incurred on strategic IT projects involving ‘Software-as-a-

Service’ arrangements and internal resourcing costs, which are expensed as incurred rather than being capitalised as intangible

assets (see Note 1).

Such items are considered to be non-underlying in nature because they relate to multi-year programmes to deliver strategic IT

implementations, which are material in size. Strategic IT projects include the replacement of our Enterprise Resource Planning (‘ERP’)

system, including a new trade counter system for the Branch Network. The expected non-underlying cost of the system replacement

is in the region of £13 million over the 2024–27 period.

Restructuring costs

A restructuring of the Branch Network was completed in April 2025, with the removal of a layer of regional operational management,

a reduction in the size of the salesforce and closure of a small number of underperforming branches. Further restructuring work was

also completed in Operations and Shared Services. In total, 53 roles were impacted at a cost of £1.8 million, comprising redundancy

costs and related asset impairments.

Acquisition costs

In March 2025, the Group completed the acquisition of the Alunet Group. In total, acquisition-related expenses of £1.2 million were

incurred in the process, comprising deal advisory, legal and due diligence costs.

Asset impairment

The right-of-use asset impairment charge arose in 2024 following a dispute with the landlord at a secondary warehouse in Derbyshire,

where there was significant deterioration to the flooring. Following legal advice, the Group terminated the lease. The landlord

contested the termination and issued proceedings for unpaid rent. The Group determined that the landlord issuing legal proceedings

represented an impairment trigger for the right-of-use asset, which had a net book value of £3.2 million at that time. With the site not

currently in condition for use and the outcome of the dispute uncertain, the lease asset has been impaired in full (a non-cash item).

Legal and other costs relating to the dispute of £0.4 million were incurred in 2025.

Impact on cash flow

Of the £6.8 million non-underlying expenses recognised, £6.1 million was settled in cash at 31 December 2025 and £0.2 million

related to non-cash impairment charges. The remaining £0.5 million will be settled within the next twelve months.

£3.0 million of the non-underlying expenses incurred in 2024 were settled in cash at 31 December 2025. The remaining £3.2 million

related to non-cash impairment charges.

Eurocell plc Annual Report and Accounts 2025 137

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Financial Statements

Corporate Governance

8 EMPLOYEE BENEFITS EXPENSE

	2025	2024
	£m	£m
Staff costs (including Directors) comprise:
Wages and salaries	83.2	76.3
Share-based payments	1.0	1.5
Social security costs	10.5	8.7
Other pension costs	3.0	2.7
	97.7	89.2

The average monthly number of employees, including Directors, during the year was as follows:

	2025	2024
	No.	No.
Production	803	726
Office and administration	535	437
Distribution	903	904
	2,241	2,067

Key management personnel compensation and Directors’ remuneration

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities

of the Group, which is considered to be the Directors of the Company.

	2025	2024
	£m	£m
Emoluments	1.3	1.3
Share-based payments	0.7	–
Pension and other post-employment benefit costs	–	–
	2.0	1.3

Directors’ remuneration is set out in the Remuneration Report on pages 88 to 106. The highest paid Director received remuneration,

including share options exercised, of £1,162,000 (2024: £476,000).

During the year, retirement benefits were accruing to three Directors in respect of defined contribution pension schemes (2024: two).

The value of contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £22,000

(2024: £21,000).

During the current year, 439,036 share options were exercised by Directors of the Group (2024: of which nil) of which 410,447

options were exercised by the highest paid director (2024: nil).

During the year, no long-term benefits were issued, nor any termination payments made.

The Group’s policy for consulting with, sharing information with, and encouraging the involvement of employees is discussed on

pages 64 to 73.

Eurocell plc Annual Report and Accounts 2025138

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2025

9 SEGMENTAL INFORMATION

The Group organises itself into a number of operating segments that offer different products and services. They are managed

separately because each business requires different technology and marketing strategies. Internal reporting provided to the chief

operating decision-maker, which has been identified as the executive management team including the Chief Executive and the

Chief Financial Officer, reflects this structure.

The Group has aggregated its operating segments into four reported segments, as these business units have similar products,

production processes, types of customer, methods of distribution, regulatory environments, and economic characteristics:

• Profiles – extrusion and sale of PVC window and building products to the new and replacement window market across the UK.

This segment includes Vista Panels, S&S Plastics and Eurocell Recycle North

• Building Plastics – sale of plastic building materials through the Branch Network, substantially all in the UK

• Alunet – sale of aluminium window and composite door products to the new and replacement market in the UK. This segment

includes Alunet Systems, Comp Door, JDUK and UK Doors (Midlands)

• Corporate – represents costs relating to the ultimate parent company and includes the assets and related amortisation in respect

of acquired intangible assets.

Inter-segmental sales, which are eliminated on consolidation, are transacted on an arms’ length basis and relate to manufactured

products distributed by the Building Plastics division.

		Building
	Profiles	Plastics	Alunet	Corporate	Total
	2025	2025	2025	2025	2025
	£m	£m	£m	£m	£m
Revenue
Total revenue	208.2	210.5	46.7	–	465.4
Inter-segmental revenue	(61.5)	(0.4)	–	–	(61.9)
Total revenue from external customers	146.7	210.1	46.7	–	403.5
Adjusted EBITDA	30.5	14.3	5.8	0.9	51.5
Amortisation of intangible assets	–	–	–	(1.3)	(1.3)
Depreciation of property, plant and equipment	(6.8)	(1.6)	(0.7)	(1.0)	(10.1)
Depreciation of right-of-use assets	(6.3)	(9.3)	(0.3)	(0.1)	(16.0)
Adjusted operating profit/(loss)	17.4	3.4	4.8	(1.5)	24.1
Non-underlying operating expenses	(3.4)	(3.0)	–	(0.4)	(6.8)
Operating profit/(loss)	14.0	0.4	4.8	(1.9)	17.3
Finance expense					(5.1)
Profit before tax					12.2

		Building
	Profiles	Plastics	Alunet	Corporate	Total
	2024	2024	2024	2024	2024
	£m	£m	£m	£m	£m
Revenue
Total revenue	209.8	212.3	–	–	422.1
Inter-segmental revenue	(63.7)	(0.5)	–	–	(64.2)
Total revenue from external customers	146.1	211.8	–	–	3 57. 9
Adjusted EBITDA	33.3	15.7	–	(0.9)	4 8.1
Amortisation of intangible assets	–	–	–	(1.3)	(1.3)
Depreciation of property, plant and equipment	(7.5)	(1.3)	–	(0.8)	(9.6)
Depreciation of right-of-use assets	(6.4)	( 7. 9 )	–	(0 .1)	(14.4)
Adjusted operating profit/(loss)	19.4	6.5	–	(3.1)	22.8
Non-underlying operating expenses	(4.8)	(1.4)	–	–	(6.2)
Operating profit/(loss)	14.6	5.1	–	(3.1)	16.6
Finance expense					(2.8)
Profit before tax					13.8

Eurocell plc Annual Report and Accounts 2025 139

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Financial Statements

Corporate Governance

		Building
	Profiles	Plastics	Alunet	Corporate	Total
	2025	2025	2025	2025	2025
	£m	£m	£m	£m	£m
Additions to plant, property, equipment and intangible assets	5.7	4.0	1.1	1.0	11.8
Segment assets	128.6	94.3	49.0	15.9	287.8
Segment liabilities	(58.5)	(57.3)	(11.0)	(18.5)	(145.3)
Borrowings					(27.7)
Deferred tax liability					(10.0)
Total liabilities					(183.0)
Total net assets					104.8

		Building
	Profiles	Plastics	Alunet	Corporate	Total
	2024	2024	2024	2024	2024
	£m	£m	£m	£m	£m
Additions to plant, property, equipment and intangible assets	7.1	2.7	–	0.9	10.7
Segment assets	122.3	84.0	–	17.5	223.8
Segment liabilities	(53.2)	(48.9)	–	( 7.2 )	(109.3)
Borrowings					(0.5)
Deferred tax liability					(8.6)
Total liabilities					(118.4)
Total net assets					105.4

Geographical information

		Non-current		Non-current
	Revenue 1	assets	Revenue 1	assets
	2025	2025	2024	2024
	£m	£m	£m	£m
United Kingdom	401.3	175.6	355.8	129.4
Republic of Ireland 2	2.2	–	2.1	–
Total	403.5	175.6	3 5 7.9	129.4

1 Revenue stated at location of point of sale.

2 The net book value of non-current assets in the Republic of Ireland was less than £50,000 in both years.

10 FINANCE EXPENSE

	2025	2024
	£m	£m
Finance expense
Bank borrowings	1.9	0.7
Interest on lease liabilities	2.9	2.1
Unwinding of discounting	0.3	–
Total finance expense	5.1	2.8

Eurocell plc Annual Report and Accounts 2025140

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2025

11 TAXATION

	2025	2024
	£m	£m
Current tax expense
Current tax on profits for the year	2.4	3.0
Adjustments in respect of prior years	(0.4)	(0.3)
Total current tax	2.0	2.7
Deferred tax expense
Origination and reversal of temporary differences	0.8	0.4
Adjustment in respect of prior years	(0.2)	0.2
Total deferred tax	0.6	0.6
Total tax expense	2.6	3.3

The reasons for the difference between the actual current tax charge for the year and the standard rate of corporation tax in the

United Kingdom applied to profits for the year are as follows:

	2025	2024
	£m	£m
Profit before tax	12.2	13.8
Expected tax charge based on the standard rate of corporation tax in the UK of 25% (2024: 25%)	3.1	3.4
Taxation effect of:
Expenses not deductible for tax purposes	0.6	0.6
Patent Box claims	(0.5)	(0.4)
Deferred tax impact of share-based payments	–	0.4
Adjustment in respect of prior years	(0.4)	(0.3)
Tax effect of accelerated capital allowances	(0.8)	(1.0)
Current tax expense	2.0	2.7

The reasons for the difference between the total tax charge for the year and the standard rate of corporation tax in the

United Kingdom applied to profits for the year are as follows:

	2025	2024
	£m	£m
Profit before tax	12.2	13.8
Expected tax charge based on the standard rate of corporation tax in the UK of 25% (2024: 25%)	3.1	3.4
Taxation effect of:
Expenses not deductible for tax purposes	0.4	0.4
Patent Box claims	(0.5)	(0.4)
Derecognition of trading losses	0.2	–
Adjustments in respect of prior years	(0.6)	(0.1)
Total tax expense	2.6	3.3

Some expenses incurred, such as certain legal and entertainment costs, are not allowable for tax purposes and are, therefore,

not deducted from taxable income when calculating the Group’s tax liability.

Capital allowances are tax reliefs for the expenditure the Group makes on fixed assets. The difference between the accounting

treatment of fixed assets for tax and accounting purposes gives rise to temporary differences recognised within deferred tax.

The Group recognises a current tax asset in respect of relief claimed under the Patent Box when the inflow of economic benefits

arising from that asset is virtually certain, deemed to be the submission of a claim to HM Revenue and Customs. Under the

Patent Box regime, tax relief is available on relevant profits from the sales of goods covered by qualifying Intellectual Property rights,

held by Eurocell Profiles Ltd.

Eurocell plc Annual Report and Accounts 2025 141

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Financial Statements

Corporate Governance

Changes in tax rates and factors affecting the future tax charge

There was no change to the rate of UK corporation tax in the year.

There are no material uncertain tax provisions.

Tax included in Other Comprehensive Income

The tax charge arising on share-based payments within Other Comprehensive Income is £nil (2024: £nil).

Based on the current investment plans of the Group, and assuming the rates of capital allowances on capital expenditure continue

into the future, there is little prospect of any significant part of the deferred tax liability becoming payable over the next three years.

Tax residency

Eurocell plc and its subsidiaries are all registered in the United Kingdom and are resident in the UK for tax purposes, except as

described below.

The Group has two branches in the Republic of Ireland, with combined annual revenues of £2.2 million (2024: £2.1 million), total

assets of less than £50,000 (2024: less than £50,000) and seven full-time employees (2024: nine full-time employees). For tax

purposes, these two trading locations form a single branch within Eurocell Building Plastics Limited and, therefore, any profits

generated are subject to tax in the Republic of Ireland. Profits generated during the year contribute less than 5% of the overall Group

profits (2024: less than 5%). The tax charge in relation to the Group’s Republic of Ireland operations in 2025 is €570 (2024: €600) and

tax payments of €570 were made during the year (2024: €600). The reasons for the difference between the tax charge for the year

and the standard rate of corporation tax in Ireland applied to the profits for the year is due to utilisation of losses brought forward.

No deferred tax assets are recognised on unutilised losses due to the uncertainty of future profits in the Republic of Ireland

(2024: none).

12 EARNINGS PER SHARE

Basic earnings per share is calculated by dividing the net profit for the year attributable to ordinary shareholders by the weighted

average number of ordinary shares outstanding during the year, excluding treasury shares. Adjusted earnings per share excludes

the impact of non-underlying items.

Diluted earnings per share is calculated by adjusting the earnings and number of shares for the effects of dilutive options. In the event

that a loss is recorded for the period, share options are not considered to have a dilutive effect.

During the year, the Company completed the £15 million share buyback launched in January 2024. A new buyback of up to £5 million

was launched in March 2025. As at 31 December 2025, the cash outflow in regard to these schemes and treasury shares purchased

totalled £6 million (2024: £14.5 million) and equivalent of 3,331,218 shares (2024: 10,287,011).

	2025	2024
	£m	£m
Profit attributable to ordinary shareholders excluding non-underlying items	14.8	15.4
Profit attributable to ordinary shareholders	9.6	10.5

	2025	2024
	Number	Number
Weighted average number of shares – basic	100,739,059	106,455,702
Dilutive impact of share options granted	1,097,003	1,339,708
Weighted average number of shares – diluted	101,836,062	107,795,410

	2025	2024
	Pence	Pence
Basic earnings per share	9.5	9.8
Adjusted basic earnings per share	14.6	14.4
Diluted earnings per share	9.4	9.7
Adjusted diluted earnings per share	14.5	14.3

Eurocell plc Annual Report and Accounts 2025142

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2025

13 DIVIDENDS

	2025	2024
	£m	£m
Dividends paid during the year
Interim dividend for 2025 of 2.3p per share (2024: 2.2p per share)	2.3	2.3
Final dividend for 2024 of 3.9p per share (2023: 3.5p per share)	3.9	3.8
	6.2	6 .1
Dividends proposed
Final dividend for 2025 of 4.1p per share	4.1	–
Final dividend for 2024 of 3.9p per share	–	4.0
	4.1	4.0

14 PROPERTY, PLANT AND EQUIPMENT

					Office
	Freehold	Leasehold	Plant and	Motor	equipment	Assets under
	property	improvements	machinery	vehicles	and fixtures	construction	Total
	£m	£m	£m	£m	£m	£m	£m
Cost
Balance at 1 January 2024	9.0	–	73.1	1.2	–	7. 0	90.3
Additions	–	–	6.4	0.3	–	3.9	10.6
Disposals	–	–	(1.5)	(0.1)	–	–	(1.6)
Transfers	1.2	–	2.3	–	–	(3.5)	–
Balance at 31 December 2024	10.2	–	80.3	1.4	–	7.4	99.3
Additions	0.1	–	9.1	0.5	0.1	1.8	11.6
Added on acquisition	–	–	0.8	0.5	0.1	–	1.4
Disposals	–	–	(0.6)	(0.1)	–	–	(0.7)
Transfers	–	–	3.1	–	–	(3.1)	–
Balance at 31 December 2025	10.3	–	92.7	2.3	0.2	6.1	111.6
Accumulated depreciation and impairment
Balance at 1 January 2024	2.1	–	27. 5	0.8	–	–	30.4
Charge for the year	0.3	–	9.0	0.3	–	–	9.6
Disposals	–	–	(1.1)	(0.1)	–	–	(1.2)
Balance at 31 December 2024	2.4	–	35.4	1.0	–	–	38.8
Charge for the year	0.3	–	9.2	0.5	0.1	–	10.1
Disposals	–	–	(0.4)	(0.1)	–	–	(0.5)
Balance at 31 December 2025	2.7	–	44.2	1.4	0.1	–	48.4
Net book value
At 31 December 2025	7.6	–	48.5	0.9	0.1	6.1	63.2
At 31 December 2024	7.8	–	44.9	0.4	–	7. 4	60.5

Included within freehold property is non-depreciable land of £2.3 million (31 December 2024: £2.3 million).

There is no restriction of title, nor equipment pledged as security for liabilities included with property, plant and equipment.

Eurocell plc Annual Report and Accounts 2025 143

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Financial Statements

Corporate Governance

15 RIGHT-OF-USE ASSETS

			Office
	Leasehold	Motor	equipment
	improvements	vehicles	and fixtures	Total
	£m	£m	£m	£m
Cost
Balance at 1 January 2024	70.3	25.0	0.3	95.6
Additions	11.2	5.7	–	16.9
Disposals	(3.9)	( 7.2)	–	(11.1)
Balance at 31 December 2024	77.6	23.5	0.3	101.4
Additions	19.7	10.3	–	30.0
Added on acquisition	2.9	0.4	–	3.3
Disposals	(10.0)	(2.9)	–	(12.9)
Balance at 31 December 2025	90.2	31.3	0.3	121.8
Accumulated depreciation and impairment
Balance at 1 January 2024	27.6	12.8	0.1	40.5
Charge for the year	9.4	5.0	–	14.4
Impairment charges	3.3	–	–	3.3
Disposals	(3.9)	( 7.2)	–	(11.1)
Balance at 31 December 2024	36.4	10.6	0.1	47.1
Charge for the year	10.4	5.6	–	16.0
Transfers	(10.1)	(2.8)	–	(12.9)
Balance at 31 December 2025	36.7	13.4	0.1	50.2
Net book value
At 31 December 2025	53.5	17.9	0.2	71.6
At 31 December 2024	41.2	12.9	0.2	54.3

Impairment charges of £3.3 million in 2024 related to the impairment of right-of-use properties, of which £3.2 million was classified as

non-underlying (see Note 7).

See Note 22 for details of lease liabilities.

Eurocell plc Annual Report and Accounts 2025144

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2025

16 INTANGIBLE ASSETS

		Technology	Customer	Marketing
	Software	-based	-related	-related	Goodwill	Total
	£m	£m	£m	£m	£m	£m
Cost
Balance at 1 January 2024	3.5	1.5	7.0	6.3	16.6	34.9
Additions	0 .1	–	–	–	–	0.1
Transfers	–	–	–	–	–	–
Disposals	–	–	–	–	–	–
Balance at 31 December 2024	3.6	1.5	7.0	6.3	16.6	35.0
Additions	0.2	–	–	–	–	0.2
Added on acquisition	–	–	2.0	–	25.3	27.3
Balance at 31 December 2025	3.8	1.5	9.0	6.3	41.9	62.5
Accumulated amortisation
Balance at 1 January 2024	1.6	0.9	6.8	4.0	5.8	19.1
Charge for the year	0.5	0.1	0.2	0.5	–	1.3
Disposals	–	–	–	–	–	–
Balance at 31 December 2024	2.1	1.0	7.0	4.5	5.8	20.4
Charge for the year	0.5	0.1	0.2	0.5	–	1.3
Balance at 31 December 2025	2.6	1.1	7.2	5.0	5.8	21.7
Net book value
At 31 December 2025	1.2	0.4	1.8	1.3	36.1	40.8
At 31 December 2024	1.5	0.5	–	1.8	10.8	14.6

There are no internally-generated intangible assets.

17 IMPAIRMENT

For the purpose of impairment testing, goodwill is allocated to Cash-generating Units (‘CGUs’) as follows:

	2025	2024
	£m	£m
Eurocell Building Plastics	5.1	5.1
Eurocell Profiles	3.3	3.3
Vista Panels	2.2	2.2
S&S Plastics	0.2	0.2
Alunet Group	25.3	–
	36.1	10.8

CGUs are determined with reference to the smallest identifiable groups of assets that generate cash flows independently of other

groups of assets, with reference to the business or product sectors in which they operate and CGUs are smaller than the disclosed

segments. Impairment of goodwill is not considered at an individual branch level (‘Building Plastics: CGU’) as acquired goodwill is

not separately identifiable on that basis.

The recoverable amounts of the CGUs have been determined from ‘value-in-use’ calculations, which have been predicated on

discounted pre-tax cash flow projections based on a three-year business plan approved by the Board. These projections are based

on all available information and growth rates do not exceed growth rates achieved in prior periods.

Eurocell plc Annual Report and Accounts 2025 145

Strategic Report

Financial Statements

Corporate Governance

The key assumptions in preparing these forecasts are in line with the Group’s published strategy, which includes continuing to open

new branches and increasing sales of windows and doors through the Branch Network.

The cash flow forecasts take into consideration the factors in relation to climate change as discussed in the Sustainability Report

section of the Strategic Report on pages 20 to 35. Management has considered the impact of a rise in global temperatures of 2.0

degrees Celsius. In conclusion, the Group believes the impact on cash flows would be broadly neutral, on the basis that any negative

impact of the transition to a low-carbon society would be offset by both the increased recycling of PVC windows and government

legislation to reduce emissions through the replacement of old windows with newer windows with better thermal qualities (such as

the Future Homes Standard), both long-term drivers of growth for the business. The Group continues to replace and upgrade its

fleet of extruders and vehicles as part of its normal maintenance capex cycle and, therefore, does not anticipate any risk of asset

obsolescence or significant additional costs in this scenario.

All of the Group’s CGUs operate principally in the UK Repair, Maintenance and Improvements market, and all are funded through a

combination of retained earnings and the Group’s Revolving Credit Facility. The strategic decision-making timeframe is also consistent

across all CGUs. Consequently, the key assumptions detailed below are applied consistently across each CGU:

	2025	2024
	£m	£m
Period on which management-approved forecasts are based (years)	3	3
Discount rate (pre-tax)	11%	14%
Profit growth rate in perpetuity	2%	2%

The period on which management-approved forecasts are based is consistent with the Board’s strategic planning timeframe.

The discount rate reflects an estimate of the Group’s pre-tax Weighted Average Cost of Capital, based on past experience and

sector-weighted assumptions. The profit growth rate in perpetuity is consistent with the average annual growth in UK Gross Domestic

Product from 1956 (source: Office for National Statistics).

Goodwill is considered to have an indefinite useful life.

The Group assessed the recoverable amount in respect of goodwill for each CGU to be greater than the carrying amount and,

therefore, no impairment arises. No reasonably possible change in assumptions would result in an impairment for these CGUs.

Sensitivities

The following sales reduction or discount rate percentage would reduce headroom on each CGU to nil:

	2025		2024
	Sales	Discount rate	Sales	Discount rate
Eurocell Building Plastics	83%	67%	77%	47%
Eurocell Profiles	47%	35%	71%	41%
Vista Panels	77%	75%	79%	56%
S&S Plastics	35%	20%	24%	14%
Alunet	51%	24%	–	–

18 INVENTORIES

	2025	2024
	£m	£m
Raw materials	5.9	6.8
Work in progress	5.4	4.4
Finished goods and goods for resale	42.3	36.0
	53.6	47. 2

All inventories are carried at cost less a provision to take account of slow-moving and obsolete items. At 31 December 2025, the

inventory provision amounted to £5.3 million (2024: £3.7 million).

Eurocell plc Annual Report and Accounts 2025146

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2025

19 TRADE AND OTHER RECEIVABLES

	2025	2024
	£m	£m
Trade receivables	46.1	3 7.7
Less: provision for impairment of trade receivables	(1.6)	(1.2)
Less: provision for rebates payable	(2.6)	(1.9)
Net trade receivables	41.9	34.6
Other customer assets	2.7	2.3
Prepayments	6.1	8.3
Other receivables	1.2	0.6
Total trade and other receivables	51.9	45.8

Trade receivables are non-interest-bearing and are generally on 30 days’ credit. The fair values of trade and other receivables

classified as financial assets are not materially different to their carrying values.

Other customer assets are amortised over the period in which revenue pertaining to those costs is recognised, which on average is

four years. Additions of £1.3 million were recognised during the year (2024: £1.2 million), and amounts amortised against revenue

were £1.0 million (2024: £0.8 million).

The Group applies the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance

for all financial assets. In measuring expected credit losses for trade receivables, receivables have been grouped based on shared

characteristics and days past due. Insured balances are excluded to the extent that no loss would arise in the event of default by

the customer.

Expected loss rates are derived based upon the payment profile of sales over a three-year period before 31 December 2025, and

the corresponding credit losses experienced. These rates are then adjusted to reflect current and forward-looking information on

macroeconomic factors affecting the ability of customers to settle receivables, GDP, the rate of unemployment, new housing starts,

interest rates and household disposable income.

The closing loss allowances for trade receivables as at 31 December reconcile to the opening loss allowances as follows:

	Trade receivables
	2025	2024
	£m	£m
At 1 January	1.2	1.2
Charged during the year	1.0	0.8
Added on acquisition	0.2	–
Released or utilised during the year	(0.7)	(0.7)
Receivables written off during the year as uncollectible	(0.1)	(0.1)
At 31 December	1.6	1.2

Trade receivables are written off where there is no reasonable expectation of recovery. Indicators that there is no reasonable

expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Group, and a failure

to make contractual payments for a period of greater than 120 days past due.

Impairment losses on trade receivables are presented as net impairment losses within operating profit. Subsequent recoveries

of amounts previously written off are credited against the same line item.

Eurocell plc Annual Report and Accounts 2025 147

Strategic Report

Financial Statements

Corporate Governance

		More than 30	More than 60	More than 90	More than 120
	Current	days past due	days past due	days past due	days past due	Total
At 31 December 2025	£m	£m	£m	£m	£m	£m
Expected loss rate	1%	8%	29%	78%	77%	3%
Gross carrying amount
– trade receivables	41.7	2.6	0.5	0.1	1.2	4 6.1
Loss allowance	0.3	0.2	0.1	0.1	0.9	1.6

		More than 30	More than 60	More than 90	More than 120
	Current	days past due	days past due	days past due	days past due	Total
At 31 December 2024	£m	£m	£m	£m	£m	£m
Expected loss rate	1%	15%	45%	78%	78%	3%
Gross carrying amount
– trade receivables	35.1	1.5	0.2	0.1	0.8	3 7.7
Loss allowance	0.1	0.2	0.1	0.1	0.7	1.2

20 BORROWINGS

The book value and fair value of borrowings are as follows:

	Book value	Fair value	Book value	Fair value
	2025	2025	2024	2024
	£m	£m	£m	£m
Non-current
Bank borrowings unsecured	27.7	27.7	0.5	0.5
Total borrowings	27.7	27.7	0.5	0.5

The Group has a £75 million multi-currency revolving unsecured credit facility, which was refinanced in March 2026 and now matures

in February 2030. Interest is charged at an excess over base rate of between 1.5% and 2.5% per annum and is dependent upon the

ratio of total net debt to consolidated EBITDA (on a pre-IFRS16 basis). Following the extension of the facility, £0.9 million of costs will

be capitalised within borrowings and released to the Consolidated Statement of Comprehensive Income within finance expense over

the period of the facility.

Borrowings of £28.0 million were drawn down at 31 December 2025 (2024: £1.0 million). The average drawdown on the facility

during the year ended 31 December 2025 was £28.1 million (2024: £2.3 million). Total unamortised costs of £0.3 million as at

31 December 2025 are presented as a deduction to borrowings (2024: £0.5 million).

The bank borrowings outstanding at 31 December 2025 are classified as non-current liabilities as they relate to committed facilities

available to the Group until 2030. The book value and fair value are not considered to be materially different.

All of the Group’s borrowings are denominated in Sterling. Details of the Company’s banking covenants are given in Note 3.

The analysis of repayments on the combined borrowings as at 31 December is as follows:

	2025	2024
	£m	£m
Within one year or repayable on demand	–	–
Between one and two years	28.0	–
Between two and five years	–	1.0
	28.0	1.0

Eurocell plc Annual Report and Accounts 2025148

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2025

21 TRADE AND OTHER PAYABLES

	2025	2024
	£m	£m
Current liabilities
Trade payables	38.3	30.8
Other tax and social security	6.0	5.5
Other payables	1.0	0.9
Accruals and deferred income	8.7	8.0
Total current trade and other payables	54.0	45.2

Book values approximate to fair value at 31 December 2025 and 31 December 2024.

22 LEASE LIABILITIES

	2025	2024
	£m	£m
Lease liabilities
Current	14.4	12.5
Non-current	61.7	46.9
Total discounted lease liabilities at 31 December	76.1	59.4

	2025	2024
	£m	£m
Maturity analysis
– Less than one year	18.8	14.2
– One to five years	49.6	36.3
– More than five years	21.4	15.6
Total undiscounted lease liabilities at 31 December	89.8	66.1

	2025	2024
	£m	£m
Finance expense
Interest on lease liabilities	2.9	2.1

See Note 15 for details of right-of-use assets.

23 PROVISIONS

	Dilapidations and
	environmental	Warranty
	provisions	provisions	Total
	£m	£m	£m
At 1 January 2024	1.3	–	1.3
Charged to Statement of Comprehensive Income	0.4	–	0.4
Utilised	–	–	–
At 31 December 2024	1.7	–	1.7
Charged to Statement of Comprehensive Income	0.3	0.2	0.5
Added on acquisition	0.1	–	0.1
Utilised	–	–	–
At 31 December 2025	2 .1	0.2	2.3
Current	0.5	–	0.5
Non-current	1.6	0.2	1.8
At 31 December 2025	2 .1	0.2	2.3

Eurocell plc Annual Report and Accounts 2025 149

Strategic Report

Financial Statements

Corporate Governance

Dilapidations and environmental provisions

Under property lease agreements, the Group has obligations to maintain all properties to the standard prevailed at the inception of

the respective leases. The provision represents the Directors best estimate of the costs associated with this obligation by applying

historical information based on past events to estimate a cost per sq ft for individual properties and applying a risk-free rate to

discount these future cash flows.

The timing of the utilisation of the provision is variable dependent on the lease expiry dates of the properties concerned, which

vary between one and ten years. Based on the lease expiry, 25% of the provision (2024: 26%) would be utilised in less than one

year, however, we predominately remain in existing locations with refurbishments carried out. Based on our business strategy, we

only intend to exit or relocate a minimal number of branches during 2026, therefore, only anticipate utilisation of the provision to be

approximately £0.1 million in the short term.

Warranty provisions

The Group makes provision to cover known potential warranty issues. The current provision is in relation to sales of garden

rooms and extensions, and represents the Directors’ best estimate of the costs associated with this obligation. The provision

at 31 December 2025 is £158,000 (2024: £27,000).

The timing of the utilisation is variable depending on the circumstances of each individual claim under warranty.

24 DEFERRED TAX

The movement in the net deferred tax liability is as follows:

	2025	2024
	£m	£m
At 1 January	8.6	8.0
Charged to Statement of Comprehensive Income	0.6	0.6
Added on acquisition	0.8	–
At 31 December	10.0	8.6

Deferred tax assets have been recognised in respect of all tax losses and other temporary differences giving rise to deferred tax

assets where the Directors believe it is probable that these assets will be recovered. There are no unrecognised deferred tax assets.

The vast majority of the deferred tax liability is expected to unwind over a period of greater than one year.

The movements in deferred tax assets and liabilities (prior to the offsetting of balances within the same jurisdiction as permitted by

IAS 12) during the year, together with amounts recognised in the Consolidated Statement of Comprehensive Income and amounts

recognised in Other Comprehensive Income are as follows:

				Statement of
				Comprehensive
	Asset	Liability	Net	Income	Equity
	2025	2025	2025	2025	2025
	£m	£m	£m	£m	£m
Accelerated capital allowances	–	(9.7)	(9.7)	(0.5)	–
Intangible fixed assets	–	(0.9)	(0.9)	0.1	–
Other temporary differences	0.6	–	0.6	(0.2)	–
Net tax assets/(liabilities)	0.6	(10.6)	(10.0)	(0.6)	–

				Statement of
				Comprehensive
	Asset	Liability	Net	Income	Equity
	2024	2024	2024	2024	2024
	£m	£m	£m	£m	£m
Accelerated capital allowances	–	(8.9)	(8.9)	(1.1)	–
Intangible fixed assets	–	(0.5)	(0.5)	0.2	–
Other temporary differences	0.8	–	0.8	0.3	–
Net tax assets/(liabilities)	0.8	(9.4)	(8.6)	(0.6)	–

Eurocell plc Annual Report and Accounts 2025150

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2025

24 DEFERRED TAX continued

Amounts within Other Comprehensive Income due to be settled in greater than one year are not material and, therefore, no further

disclosure has been provided. Other temporary differences relate to the tax impact of share-based payment transactions expected

to reverse within one to three years. During the year, tax losses of £0.6 million were derecognised with a deferred tax impact of

£0.2 million.

Based on the current investment plans of the Group, and assuming the rates of capital allowances on capital expenditure continue

into the future, the vast majority of the deferred tax liability is expected to unwind over a period of greater than one year.

25 SHARE CAPITAL, SHARE PREMIUM ACCOUNT, TREASURY SHARES AND SHARE BUYBACK

		Allotted, called up and fully paid
	2025	2024
	Number	Number
Ordinary shares of £0.001 each	99,822,996	10 3,150,173

	2025	2024
	£m	£m
Ordinary shares of £0.001 each	0.1	0.1
Share premium account	22.2	22.2

As at 31 December 2025, there were 167,686,996 shares authorised for issue (2024: 176,280,173). The ordinary shares carry the

rights to attend and vote at general meetings, the right to receive payment in respect of dividends declared and the right to participate

in the distribution of capital. The ordinary shares are not redeemable.

During the year, the Company completed the £15 million share buyback launched in January 2024. A new buyback of up to £5 million

was launched in March 2025. As at 31 December 2025, the cash outflow in regard to these schemes and treasury shares purchased

totalled £6 million (2024: £14.5 million) and equivalent of 3,331,218 shares (2024: 10,287,011).

Treasury shares

	Number of
	shares	£m
Balance at 1 January 2024	(53,094)	(0.1)
Acquisition of shares	(1,342,000)	(1.9)
Deferred shares issued under the DSP scheme	31,637	–
Shares issued under the PSP scheme	7,671	–
Balance at 31 December 2024	(1,355,786)	(2.0)
Acquisition of shares	(775,000)	(1.0)
Issued for consideration of acquisition	782,335	1.1
Deferred shares issued under the DSP scheme	604,817	0.9
Shares issued under the SAYE scheme	42,429	0.1
Balance at 31 December 2025	(701,205)	(0.9)

Where any Group company purchases the Company’s equity instruments, the consideration paid, including any directly attributable

incremental costs (net of income taxes), is deducted from equity as treasury shares until the shares are cancelled or reissued. Where

shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the

related income tax effects, is included in equity. All treasury shares at 31 December 2025 were held by the Employees Benefit Trust

(2024: 13,786).

The Group issued 4,041 new shares (2024: no new shares) in respect of its Save As You Earn sharesave scheme, in the process

receiving consideration from employees of £4,143 (2024: £nil). The consideration received above the nominal value of the shares

issued has been recorded as share premium.

During the year, no new shares (2024: nil) were issued in respect of share-based payment transactions for Directors and none

(2024: none) were issued in respect of share-based payment transactions for other key management personnel.

The 2024 and 2025 shares issued in respect of share-based payment transactions were all issued from treasury shares.

Eurocell plc Annual Report and Accounts 2025 151

Strategic Report

Financial Statements

Corporate Governance

26 SHARE-BASED PAYMENTS

The Group enters into equity-settled payment transactions with its employees. For the year ended 31 December 2025, the

charge was £1.0 million (2024: £1.5 million). A corresponding credit to equity is recognised in the share-based payment reserve.

On exercise of options, balances are removed from the share-based payment reserve with corresponding entries made to share

premium, retained earnings and cash. The balance on the share-based payment reserve at 31 December 2025 was £2.4 million

(2024: £2.3 million).

26(a) Employee Save As You Earn Scheme

Each year, all employees have the right to participate in a Save As You Earn (‘SAYE’) scheme. Employees may make monthly

contributions of up to £500, the proceeds being aggregated and then used to purchase ordinary shares at the end of the three-year

vesting period. The cost to the participants is set at the inception of the scheme, with the balance being funded by the Company.

Typically, participants are offered a discount on the share price at the date of issuance.

Set out below are summaries of options granted under the plan:

	2025		2024
	Average		Average
	exercise price	Number	exercise price	Number
	per share option	of options	per share option	of options
	£	No.	£	No.
As at 1 January	1.005	3,466,040	1.317	2,598,526
Granted during the year	1.240	865,088	0.924	2,682,692
Exercised during the year	1.036	(46,470)	1.103	( 7,671)
Forfeited during the year	1.152	(912,451)	1.334	(1,807,507)
As at 31 December	1.026	3,372,207	1.005	3,466,040
Vested and exercisable at 31 December		–		–

There were 46,470 options exercised during the year ended 31 December 2025 (2024: 7,671).

Share options outstanding at the end of the year have the following expiry dates and exercise prices:

		Exercise	31 December	31 December
		price	2025	2024
	Expiry date	£	No.	No.
1 June 2022	1 June 2025	1.720	1,674	145,976
1 June 2023	1 June 2026	1.108	734,682	910,668
1 June 2024	1 June 2027	0.924	1,979,280	2,409,396
1 June 2025	1 June 2028	1.240	656,571	–
As at 31 December			3,372,207	3,466,040
Weighted average contractual life of options outstanding at the end of the year			1.39 years	2.07 years

Fair value of options granted

The assessed fair value at grant date of options granted during the year ended 31 December 2025 was £0.32 per option (2024:

£0.40 per option). The fair value at the grant date is determined using a form of the Black-Scholes model.

Eurocell plc Annual Report and Accounts 2025152

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2025

26 SHARE-BASED PAYMENTS continued

26(a) Employee Save As You Earn Scheme continued

Fair value of options granted continued

The model inputs for options granted during the year ended 31 December 2025 included:

	2025
Options are granted for the consideration set at the inception of the scheme
Exercise price	1.240
Grant date	17-Apr-25
Expiry date	1-Jun-28
Share price at grant date	1.525
Expected price volatility of the Company’s shares	20.0%
Expected dividend yield	4.0%
Risk-free interest rate	3.9%

The expected price volatility is based on the historical volatility (based on the remaining life of the options), adjusted for any expected

changes to future volatility due to publicly available information.

26(b) Deferred Share Plan

Annual Bonus Plan outcomes can be paid in a mix of cash and deferred shares granted under the Company’s Deferred Share Plan

(‘DSP’), following the determination of achievement against performance measures and targets. Performance measures applied

may be financial or non-financial and corporate, divisional or individual and in such proportions as the Remuneration Committee

considers appropriate. The maximum level of Annual Bonus Plan outcomes is 100% of base salary per annum for the duration of this

policy. Awards under the DSP are deferred for such a period as the Remuneration Committee selects at grant, which will normally be

less than (but may be longer than) three years and are subject to continued employment. The options vest in full, provided that the

scheme participants are deemed to be good leavers, and are settled through the issuance of treasury shares.

The following table shows the deferred shares granted and outstanding at the beginning and end of the reporting period:

	2025	2024
	No.	No.
As at 1 January	1,127,809	1,243,941
Exercised during the year	(533,304)	(45,492)
Forfeited during the year	(59,010)	(70,640)
As at 31 December	535,495	1,127,8 0 9
Vested and exercisable at 31 December	–	–

The weighted average share price at the date of exercise of options exercised during the year ended 31 December 2025 was £1.51

(2024: £1.35).

Share options outstanding at the end of the year have the following expiry dates and exercise prices:

		Exercise	31 December	31 December
		price	2025	2024
	Expiry date	£	No.	No.
30 June 2022	30 June 2025	0.001	–	73,338
3 April 2023	3 April 2025	0.001	–	15,681
3 April 2023	3 April 2026	0.001	493,430	552,440
11 April 2023	11 April 2025	0.001	–	410,447
11 April 2023	11 April 2026	0.001	8,227	8,227
14 September 2023	5 September 2025	0.001	–	33,838
14 September 2023	1 January 2026	0.001	33,838	33,838
As at 31 December			535,495	1,127,8 0 9
Weighted average contractual life of options outstanding at the end of the year			0.24 years	0.8 years

Eurocell plc Annual Report and Accounts 2025 153

Strategic Report

Financial Statements

Corporate Governance

Fair value of options granted

The fair value at the grant date is determined using a form of the Black-Scholes model in line with inputs detailed in the previous table.

No DSP options were granted in 2025 (2024: nil).

26(c) Long-term incentive plan (‘PSP’)

Awards under the PSP take the form of nil-cost options, which vest to the extent performance conditions are satisfied over a period

of three years. The share award is based on a percentage of salary, a proportion of the maximum will vest based on performance

targets of which, for options granted before 2025, Earnings per Share equates to two-thirds of the award and Return on Capital

Employed one-third of the award. For options granted in 2025, revenue equates to one-quarter of the award, adjusted operating

profit margin one-quarter of the award and adjusted operating profit one-half of the award.

Vested awards are settled through the issuance of treasury shares, and the PSP allows for awards over shares with a maximum value

of 150% of base salary per financial year.

The following table shows the share options granted and outstanding at the beginning and end of the reporting period:

	2025	2024
	No.	No.
As at 1 January	3,368,699	2,262,457
Granted during the year	7,817,60 6	1,948,389
Forfeited during the year	(3,196,426)	( 8 42,147)
As at 31 December	7,989,879	3,368,699
Vested and exercisable at 31 December	–	–

Share options outstanding at the end of the year have the following expiry dates and exercise prices:

		Exercise	31 December	31 December
		price	2025	2024
	Expiry date	£	No.	No.
13 April 2022	13 April 2025	0.000	–	621,805
11 October 2022	11 October 2025	0.000	–	13 7, 5 8 9
11 April 2023	11 April 2026	0.000	–	794,710
10 April 2024	10 April 2027	0.000	1,521,296	1,755,258
17 October 2024	17 October 2027	0.000	59,337	59,337
15 May 2025	15 May 2029	0.000	6,409,246	–
As at 31 December			7,989,879	3,368,699
Weighted average contractual life of options outstanding at the end of the year			2.96 years	1.62 years

Fair value of options granted

The fair value at the grant date is determined using a form of the Black-Scholes model.

The model inputs for options granted during the year ended 31 December 2025 included:

	2025
Options are granted for the consideration set at the inception of the scheme
Exercise price	0.000
Grant date	15 May 2025
Expiry date	15 May 2029
Share price at grant date	1.425
Expected price volatility of the Company’s shares	20.0%
Expected dividend yield	4.0%
Risk-free interest rate	3.9%

The expected price volatility is based on the historical volatility (based on the remaining life of the options), adjusted for any expected

changes to future volatility due to publicly available information.

The assessed fair value at grant date of the rights granted during the year ended 31 December 2025 were £1.42 per option

(2024: a weighted average of £1.18). The closing share price on the 31 December 2025 was £1.31 (2024: £1.71).

Eurocell plc Annual Report and Accounts 2025154

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2025

26 SHARE-BASED PAYMENTS continued

26(d) Expenses arising from share-based payment transactions

The total charge arising from share-based payment transactions recognised during the period as part of employee benefit expense

was as follows:

	2025	2024
	£m	£m
Options issued under SAYE scheme	0.5	0.2
Deferred shares issued under the DSP scheme	0.3	0.6
Shares issued under the PSP scheme	0.2	0.7
	1.0	1.5

27 SHARE BUYBACKS

During the period, the Company completed the £15 million share buyback launched in January 2024. A new buyback of up to

£5 million was launched in March 2025 and completed in February 2026, with 3,478,173 shares purchased.

In the year to 31 December 2025, 3,331,218 shares had been purchased, with a cash outflow of £5.0 million (including

transactional costs).

28 CONTINGENT ASSETS AND LIABILITIES

The Group has entered into a cross-guarantee arrangement to cover the bank borrowings of all other Group companies in the event

of default. As at 31 December 2025, the bank borrowings were £28.0 million (2024: £1.0 million).

The Group had no other material contingent assets or liabilities (31 December 2024: £nil).

29 CAPITAL COMMITMENTS

The Group had capital commitments relating to property, plant and equipment of £2.1 million at the balance sheet date (2024: £3.3 million).

30 RETIREMENT BENEFITS

The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group

in an independently administered fund. The pension cost represents contributions payable by the Group to the fund and amounted to

£3.1 million (2024: £2.7 million). Contributions of £0.5 million were due to the scheme at 31 December 2025 (2024: £0.5 million).

31 RELATED PARTY TRANSACTIONS

The Group’s subsidiary undertakings are detailed in Note 39. The Group has taken advantage of the exemption from disclosing

transactions with wholly owned subsidiaries.

Transactions with key management personnel

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities

of the Company, which is considered to be the Directors of the Company. The remuneration of key management personnel of the

Group is disclosed on pages 88 to 106.

Other related party transactions

Steve Hudson, a Director of the Alunet Group, had shareholdings in the entities included below.

The following charges were made from the 17 March 2025 being the date of acquisition of Alunet:

	2025
	£’000
SGG Manufacturing Ltd	476
Slide & Fold Aluminium Ltd	640

The following balances are outstanding at the balance sheet date:

	2025
	£’000
SGG Manufacturing Ltd	170
Slide & Fold Aluminium Ltd	204

Eurocell plc Annual Report and Accounts 2025 155

Strategic Report

Financial Statements

Corporate Governance

32 RECONCILIATION OF PROFIT AFTER TAX TO CASH GENERATED FROM OPERATIONS

	2025	2024
	£m	£m
Profit after tax	9.6	10.5
Taxation (Note 11)	2.6	3.3
Finance expense (Note 10)	5.1	2.8
Operating profit	17.3	16.6
Adjustments for:
Depreciation of property, plant and equipment (Note 14)	10.1	9.6
Depreciation of right-of-use assets (Note 15)	16.0	14.4
Amortisation of intangible assets (Note 16)	1.3	1.3
Impairment of tangible and right-of-use assets	–	3.2
Loss on sale of tangible fixed assets	0.2	0.4
Share-based payments	1.0	1.5
Increase in inventories	(0.2)	(0.5)
Decrease/(Increase) in trade and other receivables	0.9	(3.4)
Increase in trade and other payables	3.0	3.7
Increase in provisions	0.5	0.4
Cash generated from operations	50.1	47. 2

33 RECONCILIATION OF NET DEBT

	1 January			Non-cash	31 December
	2025	Cash flows	New leases	movements 1	2025
	£m	£m	£m	£m	£m
Cash and cash equivalents	0.4	5.9	–	–	6.3
Bank overdrafts	(3.0)	3.0	–	–	–
Borrowings	(0.5)	(27.0)	–	(0.2)	(27.7)
Liability arising from financing	(3.1)	(18.1)	–	(0.2)	(21.4)
Deferred consideration	–	–	–	(0.7)	(0.7)
Lease liabilities	(59.4)	19.3	(3 3.1)	(2.9)	(76.1)
Other debt liabilities	(59.4)	19.3	(33.1)	(3.6)	(76.8)
Total	(62.5)	1.2	(3 3.1)	(3.8)	(98.2)

	1 January			Non-cash	31 December
	2024	Cash flows	New leases	movements 1	2024
	£m	£m	£m	£m	£m
Cash and cash equivalents	0.4	–	–	–	0.4
Bank overdrafts	–	(3.0)	–	–	(3.0)
Borrowings	–	(1.0)	–	0.5	(0.5)
Liability arising from finance	0.4	(4.0)	–	0.5	(3.1)
Lease liabilities	(58.6)	16.5	(16.9)	(0.4)	(59.4)
Total	(58.2)	12.5	(16.9)	0.1	(62.5)

1 Non-cash movements relate to the amortisation of arrangement fees in respect of the Group’s borrowings and finance charges accrued on leases.

Eurocell plc Annual Report and Accounts 2025156

Notes to the Consolidated Financial Statements continued

For the year ended 31 December 2025

33 RECONCILIATION OF NET DEBT continued

	Current	Current	Non-current
	assets	liabilities	liabilities	Total
31 December 2025	£m	£m	£m	£m
Cash and cash equivalents	6.3	–	–	6.3
Borrowings	–	–	(27.7)	(27.7)
Liability arising from finance	6.3	–	(27.7 )	(21.4)
Deferred consideration	–	(0.6)	(0.1)	(0.7)
Lease liabilities	–	(14.4)	(61.7)	(76.1)
Other debt liabilities	–	(15.0)	(61.8)	(76.8)
Total	6.3	(15.0)	(89.5)	(98.2)

	Current	Current	Non-current
	assets	liabilities	liabilities	Total
31 December 2024	£m	£m	£m	£m
Cash and cash equivalents	0.4	–	–	0.4
Deferred consideration	–	(3.0)	–	(3.0)
Borrowings	–	–	(0.5)	(0.5)
Liability arising from finance	0.4	(3.0)	(0.5)	(3.1)
Lease liabilities	–	(12.5)	(46.9)	(59.4)
Total	0.4	(15.5)	(47. 4 )	(62.5)

The tables above satisfy the requirements of Paragraph 44A of IAS7.

34 ACQUISITION OF SUBSIDIARIES

On 7 March 2025, the Group acquired 100% of the ordinary share capital of Alunet Systems Limited, Comp Door Limited, JD (UK)

Investments Limited, JD (UK) Limited and UK Doors (Midlands) Limited, together the ‘Alunet Group’, for an initial consideration of

£22.3 million. Of the initial consideration, £1.1 million was in the form of ordinary shares in Eurocell plc and satisfied out of shares held

in treasury, with the remainder paid in cash. Further consideration of up to £13.7 million is payable over the next four years, contingent

upon future performance. The Group’s best estimate of the present value of the future amounts payable at acquisition was £12.5 million.

Goodwill represents potential synergies arising from the enlarged group. The amount of goodwill deductible for tax purposes is £nil.

An assessment of the value of net assets acquired has been completed. The Group has 12 months from the date of the acquisition

to revise this assessment. The Goodwill recognised for the combined Alunet Group has been estimated as follows:

			Recognised
	Book values on	Fair value	values on
	acquisition	adjustment	acquisition
Total acquired assets and liabilities	£m	£m	£m
Intangible assets	–	2.0	2.0
Property, plant and equipment	1.4	–	1.4
Right-of-use assets	–	3.3	3.3
Inventories	5.5	0.7	6.2
Trade and other receivables	7.5	(0.2)	7. 3
Cash and cash equivalents	0.6	–	0.6
Trade and other payables	(6.7)	–	(6.7)
Lease liabilities	–	(3.4)	(3.4)
Provisions	–	(0.1)	(0.1)
Corporation tax	(0.3)	–	(0.3)
Deferred tax	(0.1)	(0.7)	(0.8)
Identifiable assets and liabilities	7.9	1.6	9.5
Cash consideration paid			21.2
Equity issued as consideration			1.1
Present value of deferred consideration			0.6
Present value of contingent consideration			11.9
Total consideration			34.8
Goodwill on acquisition			25.3

Eurocell plc Annual Report and Accounts 2025 157

Strategic Report

Financial Statements

Corporate Governance

Cash flows arising on the acquisition were £20.6 million comprising the initial cash consideration paid less cash acquired.

Had the Alunet Group been consolidated from 1 January 2025 the Consolidated Statement of Comprehensive Income would have

included revenue of £53.3 million and operating profit of £4.4 million.

Fair value adjustments

• The adjustment to intangible assets is to recognise intangible assets in respect of customer relationships, and has been valued

using discounted cash flows

• The adjustments to the right-of-use assets and lease liabilities related to the adoption of IFRS 16

• The adjustment to inventories is to reflect the fair value of finished goods acquired

• The adjustment to trade receivables is a bad debt provision, which has been made as part of the fair value exercise

• The adjustment to provisions is to recognise a dilapidations provision in respect of the leased premises

• The adjustment to deferred taxation is to recognise the deferred tax liability arising on the intangible assets.

Subsequent payments

Under the terms of the acquisition agreement, the vendors are entitled to further cash consideration based on financial performance

for the years ended 31 December 2025-28. An element of this further consideration is of certain amount and timing and has, therefore,

been recognised as deferred consideration (£0.6 million). The remaining consideration is dependent upon future performance and has

therefore been classified as contingent consideration. The estimated amount of contingent consideration is £13.1 million, and a liability

for the present value of this amount has been recognised within Current and Non-Current Liabilities (in total £11.9 million). The discount

will be unwound through Finance Expense in the Consolidated Statement of Comprehensive Income.

Acquisition-related costs

The Group incurred acquisition-related costs of £0.4 million in relation to professional fees and transaction costs arising upon

acquisition. Costs of £0.8 million were incurred in the year ending 31 December 2024. These costs have been expensed to the

Consolidated Statement of Comprehensive Income in the relevant periods.

Sensitivities

Sensitivities were applied to the valuation of the contingent consideration. The sensitivities were applied to the long term growth rate

and discount rate with no material differences noted.

35 EVENTS AFTER THE BALANCE SHEET DATE

In February 2026, to further improve safety, reliability and to reduce cost, we began a project to consolidate our two recycling plants

onto the existing recycling facility at Ilkeston. The project requires relocation of certain critical equipment from the site at Selby, plus

investment in the Ilkeston plant to eliminate single points of failure, enhance the layout and improve working conditions. We expect

to cease operations at Selby and begin full processing at Ilkeston in H2 2026, with the Selby site exit to be concluded by the end

of the year. Capital investment is expected to be c.£2.6 million, with annualised cost savings of c.£1.5 million running from 2027.

Non-underlying charges are expected to be in the region of £3 million, including non-cash asset write downs of c.£1.5 million.

Eurocell plc Annual Report and Accounts 2025158

Company Statement of Financial Position

As at 31 December 2025

Note

2025

£m

2024

£m

Assets

Non-current assets

Investments 39 20.2 20.1

Total non-current assets 20.2 2 0.1

Current assets

Trade and other receivables 40 64.8 44.0

Deferred tax 41 0.5 0.6

Cash and cash equivalents – –

Total current assets 65.3 44.6

Total assets 85.5 64.7

Liabilities

Current liabilities

Trade and other payables 42 (0.2) (0.4)

Total current liabilities (0.2) (0.4)

Non-current liabilities

Borrowings 43 (27.7) (0.5)

Total non-current liabilities (27.7) (0.5)

Total liabilities (27. 9) (0.9)

Net assets 57.6 63.8

Issued capital and reserves attributable to owners of the Company

Share capital 25 0.1 0.1

Share premium account 22.2 22.2

Treasury shares 25 (0.9) (2.0)

Share-based payment reserve 2.4 2.3

Share buyback reserve – –

Retained earnings 33.8 41.2

Total equit y 57.6 63.8

A separate Statement of Comprehensive Income for the Company is not presented, in accordance with Section 408 of the

Companies Act 2006. The Company recognised a profit of £4.8 million in the year (2024: profit of £34.3 million), including dividend

income received from Group companies of £4.5 million (2024: £34.0 million).

The Financial Statements on pages 158 to 166 were approved and authorised for issue by the Board of Directors on 18 March 2026

and were signed on its behalf by:

Will Truman Michael Scott

Chief Executive Chief Financial Officer

Eurocell plc Annual Report and Accounts 2025 159

Strategic Report

Financial Statements

Corporate Governance

Company Statement of Changes in Equity

For the year ended 31 December 2025

capital

£m

premium

account

£m

Treasury

£m

Share-based

payment

reserve

£m

buyback

reserve

£m

Retained

earnings

£m

Total

equity

£m

Balance at 1 January 2025 0.1 22.2 (2.0) 2.3 – 41.2 63.8

Comprehensive income for the year

Profit for the year – – – – – 4.8 4.8

Total comprehensive income for the year – – – – – 4.8 4.8

Contributions by and distributions to owners –

Exercise of share options – – 1.0 (0.9) – (0.2) (0.1)

Share-based payments – – – 1.0 – (0.8) 0.2

Alunet acquisition – – 1.1 – – – 1.1

Purchase of own shares – – (1.0) – (4.9) (0.1) (6.0)

Cancellation of shares – – – – 4.9 (4.9) –

Dividends paid – – – – – (6.2) (6.2)

Total transactions with owners

recognised directly in equity – – 1.1 0.1 – (12.2) (11.0)

Balance at 31 December 2025 0.1 22.2 (0.9) 2.4 – 33.8 57.6

capital

£m

premium

account

£m

Treasury

£m

Share-based

payment

reserve

£m

buyback

reserve

£m

Retained

earnings

£m

Total

equity

£m

Balance at 1 January 2024 0.1 22.2 (0.1) 1.1 – 25.0 48.3

Comprehensive income for the year

Profit for the year – – – – – 34.3 34.3

Total comprehensive income for the year – – – – – 34.3 34.3

Contributions by and distributions to owners

Exercise of share options – – – (0.1) – (0.2) (0.3)

Share-based payments – – – 1.3 – 0.8 2.1

Purchase of own shares – – (1.9) – (12.4) (0.2) (14.5)

Cancellation of shares – – – – 12.4 (12.4) –

Dividends paid – – – – – (6.1) (6.1)

Total transactions with owners

recognised directly in equity – – (1.9) 1.2 – (18.1) (18.8)

Balance at 31 December 2024 0.1 22.2 (2.0) 2.3 – 41.2 63.8

Eurocell plc Annual Report and Accounts 2025160

Notes to the Company Financial Statements

For the year ended 31 December 2025

36 ACCOUNTING POLICIES (COMPANY)

Corporate information

Eurocell plc (the ‘Company’) is a publicly listed company limited by shares and is incorporated and domiciled in England,

UnitedKingdom. The registered office is located in England, at the following address: Eurocell Head Office and Distribution Centre,

High View Road, South Normanton, Alfreton, Derbyshire DE55 2DT.

The Company is principally engaged as a holding company for its subsidiaries, which are engaged in the extrusion of PVC window

and building products to the new and replacement window market and the sale of building materials across the UK.

Basis of preparation

The principal accounting policies adopted in the preparation of the Financial Statements are set out below. The policies have been

consistently applied to all the years presented, unless otherwise stated.

The Company has adequate resources to continue in operational existence for the foreseeable future and, as a result of this,

thegoing concern basis has been adopted in preparing the Financial Statements (see below).

These Financial Statements have been prepared in accordance with Financial Reporting Standard 101, Reduced Disclosure

Framework in conformity with the requirements of the Companies Act 2006 (‘FRS 101’) and the applicable legal requirements

oftheCompanies Act 2006.

These Financial Statements have been prepared under the historical cost convention in accordance with FRS 101 and the

Companies Act 2006.

Going concern

The position of the Company mirrors that of the Eurocell Group. The Eurocell Group funds its activities through a £75 million Revolving

Credit Facility, provided by Barclays, NatWest and AIB. The facility was renewed on 6 March and now matures in February 2030. The

facility includes two key financial covenants, which are tested at 30 June and 31 December each year on a pre-IFRS 16 basis. These

are that net debt should not exceed three times adjusted EBITDA (Leverage), and that adjusted EBITDA should be at least four times

the interest charge on the debt (Interest Cover). Adjusted EBITDA is defined as operating profit before depreciation, amortisation and

non-underlying items. See alternative performance measures (see page 130).

No covenants were breached during the year ended 31 December 2025. For the next measurement period, being 30 June 2026,

andgoing forward, the Group expects to comply with its covenants.

In assessing going concern, the Directors have considered financial projections for the period to December 2027, which is consistent

with the Board’s strategic planning horizons. These forecasts have been compiled based on the best estimates of the Group’s

commercial and operational teams. This includes a severe but plausible ’Downside’ scenario, which reflects demand for the Group’s

products being severely weakened.

In all scenarios tested, including sensitivities reducing sales forecasts to 10% below management’s estimates for the period

2026–27, key raw material prices increasing by 33% over that period and both scenarios combined, the Group operates with

significant headroom on its RCF facility and remains compliant with its original covenants.

After reviewing the Group’s projected financial performance and financing arrangements, the Directors consider that the Group

has adequate resources to continue operating and that it is, therefore, appropriate to continue to adopt the going concern basis

inpreparing these Financial Statements.

The going concern assessment performed is intrinsically linked to the Group’s financing arrangements and, therefore, letters of

support have been provided from Eurocell plc to a number of Group companies, providing support over that individual Company’s

future cash flows in the period. This letter covers the period up to 31 December 2027.

Changes in accounting policies and disclosures applicable to the Company

The Company adopted no new accounting standards in the year. See Note 1 for more details.

Investments in subsidiary undertakings

Investments in subsidiaries are stated at cost less provision for impairment. Eurocell plc provides letters of Group support to its

subsidiary entities where required.

Eurocell plc Annual Report and Accounts 2025 161

Strategic Report

Financial Statements

Corporate Governance

Financial assets

The Company’s financial assets comprise trade and other receivables and cash and cash equivalents in the balance sheet.

TheCompany records all of its financial assets at amortised cost and has not classified any of its financial assets as fair value through

profit and loss or other comprehensive income.

Financial assets are non-derivative assets with fixed or determinable payments that are not quoted in an active market. They arise

principally through the provision of funding to Group companies, but also incorporate other types of contractual monetary asset.

They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue and are

subsequently carried at amortised cost using the effective interest rate method, less provision for impairment.

The Company applies the simplified approach to measuring expected credit losses, if the risk is deemed material, which uses

alifetime expected loss allowance for intra-group receivables.

Expected loss rates are derived based upon the payment profile of Group companies over a three-year period up to the reporting

date, and the corresponding credit losses experienced. These rates are then adjusted to reflect current and forward-looking

information on macroeconomic factors affecting the ability of Group companies to settle receivables, including GDP, the rate of

unemployment, new housing starts, interest rates and household disposable income. Where the adjusted loss rates are different

fromthe original estimate, there is an impact on the carrying value of amounts owed by Group undertakings and the amount credited

or charged on a net basis to operating expenses within the Statement of Comprehensive Income.

While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the identified impairment loss

was immaterial.

Financial liabilities

The Company classifies its financial liabilities as other financial liabilities,which include the following items:

• Bank borrowings, which are initially recognised at fair value net of any transaction costs directly attributable to the issue of the

instrument. Such interest-bearing liabilities are subsequently measured at amortised cost using the effective interest rate method,

which ensures that any interest expense over the period to repayment is at a constant rate on the balance of the liability carried

inthe balance sheet. Further information is provided in Note 3

• Trade payables and other short-term monetary liabilities, which are initially recognised at fair value and subsequently carried

atamortised cost using the effective interest method.

Deferred taxation

Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the balance sheet differs from

itstax base, except for differences arising on:

• the initial recognition of goodwill;

• the initial recognition of an asset or liability in a transaction which is not a business combination, and at the time of the transaction

affects neither accounting nor taxable profit; and

• investments in subsidiaries and jointly controlled entities where the Company is able to control the timing of the reversal of the

difference and it is probable that the difference will not reverse in the foreseeable future.

Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available, against

which the difference can be utilised.

The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting

date and are expected to apply when the deferred tax liabilities/assets are settled/recovered.

Deferred tax assets and liabilities are offset when the Company has a legally enforceable right to offset current tax assets and liabilities

and the deferred tax assets and liabilities relate to taxes levied by the same tax authority on either:

• the same taxable Group company; or

• different Group entities, which intend either to settle current tax assets and liabilities on a net basis, or to realise the assets

and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities

areexpected to be settled or recovered.

Share capital

The Company’s ordinary shares are classified as equity instruments.

Eurocell plc Annual Report and Accounts 2025162

36 ACCOUNTING POLICIES (COMPANY) continued

Treasury shares

Treasury shares are held by the Company and Company’s Employee Benefit Trust for the purpose of satisfying awards under the

Group’s various share-based payment schemes.

The Employee Benefit Trust transactions are incorporated in accordance with Note 1. Shares are acquired from the market and are

held in treasury until such time as they are issued to share scheme participants. Any shares not yet issued to employees at the end

of the reporting period are shown as treasury shares in the Financial Statements. Shares issued to employees are recognised on

afirst-in first-out basis. Under the terms of the trust deed, the Group is required to provide the Trust with the necessary funding for

theacquisition of the shares.

Dividends

Dividends are recognised when they become legally payable. In the case of interim dividends to equity shareholders, this is when

paid. In the case of final dividends, this is when approved by the shareholders at the Annual General Meeting.

Further information regarding dividends is provided in Note 13.

FRS 101 exemptions

The following exemptions from the requirements of IFRS have been applied in the preparation of the Company Financial Statements,

in accordance with FRS 101:

Paragraphs 45(b) and 46 to 52 of IFRS 2, Share-based Payment (details of the number and weighted-average exercise prices of

share options, and how the fair value of goods or services received was determined).

• paragraph 38 of IAS 1, Presentation of Financial Statements, comparative information requirements in respect of paragraph 79(a)

(iv) of IAS 1;

• paragraph 73(e) of IAS 16 Property, Plant and Equipment; and

• paragraph 118(e) of IAS 38 Intangible Assets (reconciliations between the carrying amount at the beginning and end of the period).

The following paragraphs of IAS 1, Presentation of Financial Statements:

• 10(d), (statement of cash flows);

• 10(f) (a statement of financial position as at the beginning of the preceding period when an entity applies an accounting policy

retrospectively or makes a retrospective restatement of items in its Financial Statements, or when it reclassifies items in its

Financial Statements);

• 16 (statement of compliance with all IFRS);

• 38A (requirement for minimum of two primary statements, including cash flow statements);

• 38B-D (additional comparative information);

• 40A-D (requirements for a third statement of financial position);

• 111 (cash flow statement information); and

• 134-136 (capital management disclosures).

Paragraph 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors (requirement for the disclosure

ofinformation when an entity has not applied a new IFRS that has been issued but is not yet effective).

Paragraph 17 and 18A of IAS 24, Related Party Disclosures (key management compensation).

The requirements in IFRS 7 Financial Instruments: Disclosures.

The requirements in IAS 24, Related Party Disclosures to disclose related party transactions entered into between two or more

members of a group.

37 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The Company makes certain estimates and judgements regarding the future. Estimates and judgements are continually evaluated

based on historical experience and other factors, including expectations of future events, that are believed to be reasonable under

the circumstances. In the future, actual experience may differ from these estimates and judgements. There are no estimates and

judgements that are considered to have a significant risk of causing material adjustment to the carrying amounts of assets and

liabilities within the next financial year.

Notes to the Company Financial Statements continued

For the year ended 31 December 2025

Eurocell plc Annual Report and Accounts 2025 163

Strategic Report

Financial Statements

Corporate Governance

38 EMPLOYEE BENEFITS EXPENSE

2025

£m

2024

£m

Staff costs (including Directors) comprise:

Wages and salaries 0.5 0.4

Social security costs 0.1 0.1

0.6 0.5

The average number of monthly employees was five (2024: six), all of whom are Directors of the Company.

Key management personnel compensation and Directors’ remuneration

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities

of the Company, which is considered to be the Directors of the Company.

2025

£m

2024

£m

Emoluments 1.3 1.3

Share-based payments 0.7 –

Pension and other post-employment benefit costs – –

2.0 1.3

The emoluments are paid by Eurocell Group Limited. Directors’ remuneration is set out in the Remuneration Report on pages 88

to106.

The highest paid Director received remuneration, including share options exercised, of £1,162,000 (2024: £476,000).

During the year, retirement benefits were accruing to three Directors in respect of defined contribution pension schemes (2024: two).

The value of contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £22,000

(2024: £21,000).

During the current year, 439,036 share options were exercised by Directors of the Company (2024: of which nil). 410,447 options

were exercised by the highest paid director (2024: nil). No other shares were issued to Directors of the Company in either period.

39 INVESTMENTS

Cost

Investments in

subsidiary

undertakings

£m

Capital

contribution

to subsidiary

companies

£m

Total

£m

At 31 December 2024 17.8 2.3 20.1

Addition – 0 .1 0.1

At 31 December 2025 17.8 2.4 20.2

Capital contribution to subsidiary companies reflects the fair value movement of share-based payments issued by the Company

toemployees who have provided services to subsidiary undertakings.

Eurocell plc Annual Report and Accounts 2025164

39 INVESTMENTS continued

The subsidiaries of Eurocell plc, all of which have been incorporated in the United Kingdom, are included in these Consolidated

Financial Statements, as follows:

Holding (and voting rights)

Name Principal activity 2025 2024

Eurocell Holdings Limited

Holding company 100% 100%

Eurocell Group Limited Holding company 100% 100%

Eurocell Building Plastics Limited Sale of building plastic materials 100% 100%

Eurocell Profiles Limited Manufacture and sale of building plastic materials 100% 100%

Vista Panels Limited Manufacture and sale of doors 100% 100%

Ecoplas Limited Recycler of PVC windows 100% 100%

Alunet Systems Limited

Distributes aluminium window and door systems 100% 0%

Compdoor Limited

Manufacture and sale of doors 100% 0%

UK Doors (Midlands) Limited

Distributes garage doors 100% 0%

JD (UK) Limited

Manufacture and distributes garage doors 100% 0%

JDUK Investments Limited

Holding company 100% 0%

Kent Building Plastics Limited Dormant 100% 100%

Trimseal Limited Dormant 100% 100%

S&S Plastics Limited Dormant 100% 100%

Fairbrook Group Limited Dormant 100% 100%

Fairbrook Limited Dormant 100% 100%

Fairbrook Holdings Limited Dormant 100% 100%

Eurocell Window Systems Limited Dormant 100% 100%

Eurocell Plastics Limited Dormant 100% 100%

Cavalok Building Products Limited Dormant 100% 100%

Merritt Plastics Limited Dormant 100% 100%

Merritt Engineering Limited Dormant 100% 100%

Deeplas Limited Dormant 100% 100%

Deeplas Building Plastics Limited Dormant 100% 100%

Ampco 113 Limited Dormant 100% 100%

1 Directly held by Eurocell plc.

2 On 7 March 2025, the Group acquired 100% of the ordinary share capital of Alunet Systems Limited, Comp Door Limited, JD (UK) Investments Limited, JD (UK)

Limited and UK Doors (Midlands) Limited.

All of the above have a registered address of Eurocell Head Office and Distribution Centre, High View Road, South Normanton,

Alfreton, Derbyshire DE55 2DT.

The Company assesses that the recoverable amounts of these investments are supportable. Recoverable amounts have been

determined from ‘value-in-use’ calculations, which have been predicated on discounted pre-tax cash flow projections based on a

three-year business plan approved by the Board. These projections are based on all available information and growth rates do not

exceed growth rates achieved in prior periods.

All of the Company’s CGUs operate principally in the UK Repair, Maintenance and Improvements market, and all are funded through a

combination of retained earnings and the Group’s Revolving Credit Facility. The strategic decision-making timeframe is also consistent

across all CGUs. Consequently, the key assumptions detailed below are applied consistently across the Group’s entities:

2025

£m

2024

£m

Period on which management-approved forecasts are based (years) 3 3

Discount rate (pre-tax) 11% 14%

Profit growth rate in perpetuity 2% 2%

Notes to the Company Financial Statements continued

For the year ended 31 December 2025

Eurocell plc Annual Report and Accounts 2025 165

Strategic Report

Financial Statements

Corporate Governance

40 TRADE AND OTHER RECEIVABLES

2025

£m

2024

£m

Prepayments and other debtors 0.2 0.3

Amounts owed by Group undertakings 64.6 43.7

Total trade and other receivables 64.8 44.0

Amounts owed by Group undertakings attract interest of 5.75% (2024: 6.57%) and are repayable on demand. The Company applies

the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance for all financial assets.

Inmeasuring expected credit losses, receivables have been grouped based on shared characteristics and days past due.

The Directors have assessed the risk of impairment of its amounts owed by Group undertakings as at 31 December 2025.

Afterconsidering the projected future cash flows expected to arise in its subsidiary entities, the Directors believe that any provision

over the amounts owed by Group undertakings are trivial.

41 DEFERRED TAX

2025

£m

2024

£m

At 1 January 0.6 0.2

(Charged)/credited to the Statement of Comprehensive Income (0.1) 0.4

At 31 December 0.5 0.6

Deferred tax assets have been recognised in respect of all tax losses and other temporary differences giving rise to deferred tax

assets where the Directors believe it is probable that these assets will be recovered. There are no unrecognised deferred tax assets.

The vast majority of the deferred tax liability is expected to unwind over a period of greater than one year.

The movements in deferred tax assets and liabilities (prior to the offsetting of balances within the same jurisdiction as permitted by IAS

12) during the year, together with amounts recognised in the Statement of Comprehensive Income and amounts recognised in Other

Comprehensive Income are as follows:

Asset

2025

£m

Liability

2025

£m

Net

2025

£m

Statement of

Comprehensive

Income

2025

£m

Equity

2025

£m

Other temporary differences 0.5 – 0.5 (0.1) –

Net tax assets 0.5 – 0.5 (0.1) –

Asset

2024

£m

Liability

204

£m

Net

2024

£m

Statement of

Comprehensive

Income

2024

£m

Equity

2024

£m

Other temporary differences 0.6 – 0.6 0.4 –

Net tax assets 0.6 – 0.6 0.4 –

Amounts within Other Comprehensive Income due to be settled in greater than one year are not material and, therefore, no further

disclosure has been provided. Other temporary differences relate to the tax impact of share-based payment transactions expected

toreverse within one to three years.

42 TRADE AND OTHER PAYABLES

2025

£m

2024

£m

Trade and other payables 0.2 0.4

Total current liabilities 0.2 0.4

Book values approximate to fair value at 31 December 2025 and 31 December 2024. Trade payables are non-interest-bearing and

are generally settled on 30–60 day terms.

Eurocell plc Annual Report and Accounts 2025166

43 BORROWINGS

Book value

2025

£m

Fair value

2025

£m

Book value

2024

£m

Fair value

2024

£m

Non-current

Bank borrowings unsecured 27.7 27.7 0.5 0.5

Total borrowings 27.7 27.7 0.5 0.5

Borrowings of £28.0 million were drawn down at 31 December 2025 (2024: £1.0 million). The average drawdown on the facility

during the year ended 31 December 2025 was £28.1 million (2024: £2.3 million). Total unamortised costs of £0.3 million as at

31December 2025 are presented as a deduction to borrowings (2024: £0.5 million).

The bank borrowings outstanding at 31 December 2025 are classified as non-current liabilities as they relate to committed facilities

available to the Group until 2030. The book value and fair value are not considered to be materially different.

The Group has a £75 million multi-currency revolving unsecured credit facility, which was refinanced in March 2026 and now matures

in February 2030. Interest is charged at an excess over base rate of between 1.5% and 2.5% per annum and is dependent upon the

ratio of total net debt to consolidated EBITDA (on a pre-IFRS16 basis). Following the extension of the facility, £0.9 million of costs will

be capitalised within borrowings and released to the Consolidated Statement of Comprehensive Income within finance expense over

the period of the facility.

Interest is charged at an excess over base rate of between 1.5% and 2.5% per annum and is dependent upon the ratio of total net

debt to consolidated EBITDA (on a pre-IFRS 16 basis).

All borrowings are denominated in Sterling.

Details of the Company’s banking covenants are given in Note 3.

44 SHARE BUYBACKS

During the period, the Company completed the £15 million share buyback launched in January 2024. A new buyback of up to

£5million was launched in March 2025 and completed in February 2026, with 3,478,173 shares purchased.

In the year to 31 December 2025, 3,331,218 shares had been purchased, with a cash outflow of £5.0 million (including

transactionalcosts).

45 RELATED PARTY TRANSACTIONS

Transactions with key management personnel

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities

of the Group, which is considered to be the Directors of the Company and the Directors of the Group’s subsidiary companies.

The remuneration for key management personnel is disclosed on pages 88 to 106. The Group has taken advantage of the exemption

from disclosing transactions with wholly owned subsidiaries.

Other related party transactions

There were no material transactions with other related parties in the current or comparative period.

Notes to the Company Financial Statements continued

For the year ended 31 December 2025

167Eurocell plc Annual Report and Accounts 2025

Strategic Report

Corporate Governance

Financial Statements

Directors Derek Mapp

Alison Littley

Will Truman

Iraj Amiri

Darren Waters (stepped down 9 February 2026)

Michael Scott

Angela Rushforth

Registered Number 08654028

Registered Office Eurocell Head Office and Distribution Centre

High View Road

South Normanton

Alfreton

Derbyshire

DE55 2DT

Independent Auditors Deloitte LLP

Chartered Accountants and Statutory Auditors

4 Brindley Place

Birmingham

B1 2HZ

Bankers Barclays Bank plc

1 Churchill Place

London

E14 5HP

National Westminster Bank plc

2 St Phillips Place

Birmingham

B3 2RB

AIB Group (UK) PLC

13th Floor, 70 St Mary Axe

London

EC3A 8BE

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