B&M European Value Retail S.A. Annual Report and Accounts 2024
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B&M European Value Retail S.A.
Annual Report and Accounts 2024
Welcome to our 2024 Annual Report and Accounts
Contents
Strategic Report
Financial highlights IFC
Our principles 1
Company overview 2
Long-term strategy 3
Investment case 4
Business model 6
Chairman’s statement 8
Market overview 10
In depth – Store growth 12
Chief Executive’s review 14
Financial review 18
Key performance indicators 22
Principal risks and uncertainties 23
Corporate social responsibility 30
Task Force on Climate-related
Financial Disclosures (TCFD) 40
Stakeholders and
Section 172 statement 54
Corporate Governance
Chairman’s introduction 58
The Board of Directors of B&M
European Value Retail S.A. 59
Corporate Governance report 62
Audit & Risk Committee report 69
Nomination Committee report 74
Directors’ remuneration report 76
Directors’ report and
business review 96
Statement of Directors’
responsibilities 101
Financial Statements
Independent Auditor’s Report 102
Consolidated Statement
of Comprehensive Income 105
Consolidated Statement
of Financial Position 106
Consolidated Statement
of Changes in Shareholders’ Equity 107
Consolidated Statement
of Cash Flows 108
Notes to the Consolidated
Financial Statements 109
Company Profit and Loss Account 152
Company Balance Sheet 153
Notes to the Annual Accounts 154
Corporate Directory IBC
Group revenues
£5,484m
10.1%
5,484
2024
4,983
2023
Adjusted EBITDA (pre-IFRS 16)
1
£629m
9.7%
629
2024
573
2023
Adjusted operating profit
1
£614m
10.9%
614
2024
554
2023
Post-tax free cash flow
2
£382m
-17.8%
382
2024
464
2023
This Annual Report and Accounts are for the 53 weeks financial reporting period to 30 March 2024
(“FY24”). The comparative reporting period is for the 52 weeks ended 25 March 2023 (“FY23”).
Cash generated from operations
£862m
-0.4%
862
2024
866
2023
Statutory operating profit
£608m
13.6%
608
2024
536
2023
Diluted earnings per share
36.5p
5.2%
36.5
2024
34.7
2023
Ordinary dividend per share
14.7p
0.7%
14.7
2024
14.6
2023
Financial highlights
1. Adjusted values are considered to be appropriate to exclude unusual, non-trading and/or non-recurring impacts
on performance which therefore provides the user of the accounts with additional metrics to compare periods of
account. See notes 2, 3 and 4 of the financial statements for further details.
2. Post-tax free cash flow is an Alternative Performance Measure. Please see note 3 of the financial statements for
more details and a reconciliation to the Consolidated statement of cash flows.
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B&M European Value Retail S.A.
Annual Report and Accounts 2024
Strategic Report Corporate Governance Financial Statements
Our principles
Our goal:
To be Europe’s leading
variety discount retailer.
How we do it:
What we do:
Provide excellent best-selling
products at the lowest prices,
in brilliant shops.
Excellence
We’re obsessed with retail excellence and develop
our colleagues to be the best.
Teamwork
We help each other, with respect and high
personal integrity.
Speed
We operate at speed, at low cost with simplicity.
Hard Work
We work hard for our customers every day and
celebrate it.
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B&M European Value Retail S.A.
Annual Report and Accounts 2024
Company overview
The UK’s leading variety
discount retailer, providing
excellent, best-selling
products at low prices in
brilliant shops everyday
Our fascias
UK
Number of employees
33,450
Number of stores
741
France
Number of employees
2
1,083
Number of stores
124
Number of employees
5,850
Number of stores
335
FY24 performance by fascia
Revenue
£5,484m
B&M UK £4,410m
B&M France £514m
Heron Foods £560m
Adjusted EBITDA
3
(pre-IFRS 16) (£m)
£629m
1
B&M UK £556m
B&M France £47m
Heron Foods £36m
Adjusted operating profit
3
(£m)
£614m
1
B&M UK £548m
B&M France £49m
Heron Foods £27m
1. Includes the corporate segment. For further detail, see note 3 of the financial statements and the reconciliation.
2. Includes colleagues at the French support centre, and those working in stores operated directly by the Group. Those colleagues working in stores operated under the mandated
manager model are employed directly by the manager of each store, and are therefore not employees of the Group and so excluded from the number above.
3. Adjusted values are considered to be appropriate to exclude unusual, non-trading and/or non-recurring impacts on performance which therefore provides the user of the
accounts with additional metrics to compare periods of accounts. See notes 2, 3 and 4 of the financial statements for further details.
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B&M European Value Retail S.A.
Annual Report and Accounts 2024
Strategic Report Corporate Governance Financial Statements
Long-term strategy
Our four channels of growth will deliver long-term, profitable, cash-generating growth
1
Existing B&M
UK stores –
a core driver
of growth
3
France will
provide growth
for many years
to come
2
New B&M UK
stores – an
acceleration in
growth and a
higher target
4
Heron Foods
offers growth
Progress in FY24
B&M is the leading variety goods
value retailer in the UK with 741 stores.
Our existing stores offer considerable
scope for improving sales densities.
Like-for-like
1
(“LFL”) sales growth tends
to be highly profitable growth and will
be achieved through a relentless focus
on product, price and an excellence in
retail standards.
Store standards have improved
considerably over the last two years.
Over 250 unannounced store visits
per week have been conducted by
key management which has driven
LFL
1
sales against a tough economic
background which has seen several
retailers fail and many others issue
profit warnings.
It is worth remembering that each 1%
growth in LFL sales is equivalent to the
sales generated from seven average
store openings. The focus is relentless
and although we are stepping up our
new store openings, we will never lose
this focus on our core estate.
We have updated our expectations for
B&M stores in the UK to not less than
1,200 from 950. Factors driving this
include increased sales performance,
the success of our southern openings
and the experience of opening stores
in closer proximity than previously
thought. Our offer is proving to be more
appealing than historically, meaning
we get greater penetration into local
catchment areas than previously
experienced.
At 1,200 stores, the estate would be
over 60% bigger than it is today, but
with new stores being typically larger,
with a higher proportion of garden
centres and with higher total sales, the
impact on our sales, profit and cash
generation is likely to be even greater.
In addition, we place great emphasis
on refreshing and updating our
existing store estate. This can mean
relocating an older, legacy store to a
new larger format store – often with a
garden centre attached. This results in
square footage growth surpassing the
increase in the number of stores.
France has continued the transformative
journey that it has embarked on since
acquisition. All stores trade under the
B&M banner, the proportion of Fast-
Moving Consumer Goods (“FMCG”)
sales is increasing as we expand the
range, leading to higher sales densities,
and we continue to gently expand our
new store opening programme.
In General Merchandise, the product
mix has evolved with a greater focus on
home and the phasing out of clothing.
This product realignment along with the
B&M branding of the stores has been
well received by the French consumers.
Over the long term, we expect France
to have a similar adjusted EBITDA
2
(pre-IFRS 16) margin and store count to
the UK. France has a similar population
to the UK and the French discount retail
market is less competitive and so we see
France continuing to build sustainable
profit for many years to come.
Heron Foods (“Heron”) continues to
deliver value and convenience to
customers looking to manage their
budgets. The majority of Heron stores
are classed as convenience stores,
being below 3,000 sq. ft., and so
consequently can trade for over 6
hours on a Sunday.
Over recent years, Heron Foods
has improved its ranges to increase
appeal to existing and new customers.
Through more intense merchandising,
some freezers have been removed
from stores, freeing up space for
expanded, fresh, chilled and ambient
ranges.
Heron remains a long-term growth
opportunity. With 335 stores currently
and an opening programme of c.20
stores per annum, the long-term
opportunity remains very considerable.
1. One-year LFL revenues relate to the B&M UK estate only (excluding wholesale revenues) and are based on either 53 week versus 53 week or 14 week versus 14 week comparison
periods. They include each store’s revenue for that part of the current period that falls at least 14 months after it opened compared with its revenue for the corresponding part of FY23.
2. Adjusted values are considered to be appropriate to exclude unusual, non-trading and/or non-recurring impacts on performance which therefore provides the user of the
accounts with additional metrics to compare periods of accounts. See notes 2, 3 and 4 of the financial statements for further details.
Performance in FY24
B&M UK LFL
1
revenue growth
3.7%
B&M UK gross new
store openings
47
B&M France total
revenue growth
19.2%
Heron Foods total
revenue growth
15.3%
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B&M European Value Retail S.A.
Annual Report and Accounts 2024
Investment case
Delivering long-term
profitable growth
B&M is set for many years of compounding earnings growth
and cash returns for shareholders.
There are four channels of growth:
1
Existing B&M UK stores: Like-for-like
1
growth
is highly profitable growth
Our existing stores offer considerable scope for improving sales densities. Each 1% LFL
1
sales growth is equivalent to opening over seven new stores, but without any capex or
increase in fixed costs. LFL
1
growth therefore tends to be highly profitable growth, which
helps fund low prices (to drive further LFL
1
sales), creates new jobs and generates good
returns to shareholders. There is nothing operationally to stop us growing our sales densities
substantially over the long-term. This will be achieved by taking a bigger share of available
expenditure in existing catchment areas as our relentless focus on price, value and retail
standards bears results.
B&M is the UK’s leading discount variety value retailer, with 741 B&M stores in
the UK, 124 B&M stores in France and 335 Heron Foods discount convenience
stores in the UK. Each format has many years of growth ahead as the Group
continues its profitable growth plans – with a relentless focus on price,
relevant ranges and excellence in store operational standards. We are
delivering positive gains to all our stakeholders.
B&M is committed to delivering long-term profitable growth through its four channels
B&M has many opportunities and many years of growth ahead as
it broadens its appeal and expands its store numbers in the UK and
France. In expanding its store numbers and increasing sales densities in
existing stores, B&M expect to continue to deliver long-term
profitable growth, generate cash and return excess cash to
shareholders. B&M remains a rollout story, thereby confident to deliver
compounding earnings growth and cash returns for shareholders.
1. One-year LFL revenues relate to the B&M UK estate only (excluding wholesale revenues) and are based on either 53 week versus 53 week or 14 week versus 14 week
comparison periods. They include each store’s revenue for that part of the current period that falls at least 14 months after it opened compared with its revenue for the
corresponding part of FY23.
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B&M European Value Retail S.A.
Annual Report and Accounts 2024
Strategic Report Corporate Governance Financial Statements
2
New B&M UK stores: An increased store target
to not less than 1,200 B&M UK stores
We now expect to reach not less 1,200 B&M stores in the UK, which represents at least a 60% increase in
store numbers compared to the year end. At our current pace of openings this represents over ten years
of growth in store numbers. With new stores tending to be bigger than the existing average and with
a higher proportion expected to have garden centres, the underlying growth in sales is expected to be
greater than the 60% increase in store numbers.
New stores bring increases in volume and our plans to open 45 stores per annum over a three-year
period will add 20% more volume to the Group. This brings benefits to buying, productivity gains and
cash-generation. Payback on new stores tends to be less than a year, so the more stores we open the
better the cash-generation. We will always open in a controlled, disciplined manner, and we will not
put a strain on the operational and support functions of the business. The quality of our openings is
paramount rather than opening a larger number of stores in any given year.
In conjunction with our new store openings, we will continue to refresh and update our existing store
estate. Where the opportunity arises, we will replace older, legacy stores that are at the end of their
lease with newer, larger stores, often with a small garden centre attached. This will result in square
footage growth (a key driver of sales) outpacing growth in store numbers.
3
France will provide growth for many years to come
In terms of size and wealth, France has a similar population to the UK, where we target to have over
1,200 stores. The UK estate sets a relevant benchmark for the potential scale of the French estate over
the long-term. As we gently increase our store opening programme, France will provide many years of
profitable growth.
We have transformed France in recent years since acquisition and all stores operate under the B&M
fascia. We continue to grow our FMCG ranges in France which helps drive sales densities and provides
a “halo effect” for our General Merchandise offer. Pricing is highly competitive and profitability is good,
with a strong underlying profit margin. We will continue to evolve the offer and expect sales densities
and our EBITDA margin to improve over the long-term.
4
Heron offers growth and offers other benefits
to the core business
Heron is our discount convenience store operation, based primarily in the North of England
and the Midlands in neighbourhood locations. Average size of our stores stands at 3,000
sq. ft. which means the majority are classified as convenience stores and can trade for more
than six hours on a Sunday. Over recent years, the offer has been refined to include more
ambient and fresh products and this has resulted in a step change in total sales and sales by
broad category. Space for the enhanced ranges was created by merchandising the traditional
frozen food offer more intensely, which allowed us to remove freezers, reduce operating costs
and reduce the capital cost of new stores. By merchandising more intensely, we were able to
maintain frozen sales volumes while adding substantial sales in new areas.
Heron offers considerable long-term potential through the store roll out and we are currently
opening around 20 stores per annum. The market leader in convenience stores in the UK has
over 2,000 outlets. There is no reason why Heron with its discount offer cannot rollout across
the UK and substantially increase its numbers over the long-term in the UK.
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B&M European Value Retail S.A.
Annual Report and Accounts 2024
Business model
A disruptive, agile and low-cost
business model capable of responding
to changing conditions
Our business model is to directly source a targeted limited range of best-selling FMCG and General
Merchandise products at the best prices we can. We pride ourselves on being an Everyday Low Price
(“EDLP”) retailer with a relentless focus on maintaining excellence in operational standards and an
Everyday Low Cost (“EDLC”) operating model.
Targeted grocery offering
SKU discipline
Compelling non-grocery
offering
Disruptive sourcing
process
Cost efficiency
Format flexibility
Seasonal flex
No online channel
Stakeholder
outputs
Business
strengths
Corporate social
responsibility
See CSR report on page 30
for more information
Risk
management
See Principal risks on page 23
for more information
Financial
performance
See Financial review on page 18
for more information
Our business model is underpinned by:
Differentiated operating model
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B&M European Value Retail S.A.
Annual Report and Accounts 2024
Strategic Report Corporate Governance Financial Statements
Business strengths
Stakeholder outputs
Underpinned by our ESG strategy
Scale & convenience
Our network of over 1,200 stores across the UK and France are found in
convenient locations in modern retail parks, popular town centres and
on high streets. They are located in places close to where people live and
work, making them easily accessible for customers.
Well-invested infrastructure
We have a modern and scalable infrastructure to support the operations
and growth of the business. B&M has five distribution centres in total
including our largest in Bedford, in the South of England, which opened
in FY20 providing a further one million sq. ft. of warehouse capacity
to complement the existing B&M UK distribution centres. In addition,
Heron Foods and B&M France also have their own dedicated distribution
centres, meaning the Group is well positioned to continue our store rollout
programme across all fascias and territories.
Strong brand reputation
The B&M and Heron Foods names are established brands in the UK, having
a strong reputation for delivering consistently great value on the products
people regularly buy for their homes and families. B&M has a strong social
media presence with over 1.5 million Instagram followers that allows the
business to reach a vast amount of people with targeted price and product
messages – affirming the B&M brand as one of the leading UK retailers in
the market. In France, there is growing awareness of the B&M brand and the
customer response to recent product changes has been very positive. With
discount shopping continuing to become more socially accepted, there are
opportunities to attract new customers whilst retaining the loyalty of existing
customers in the years ahead.
Skilled colleagues
Developing products and ranges to provide great value whilst being fresh
and on-trend takes skill, experience and discipline. We have colleagues
with many years of experience in their respective product markets, many of
whom have worked previously as buyers and merchandisers with category
specialist competitors. By working collaboratively across different teams
and with an entrepreneurial flair in keeping with the B&M culture, we are
able to provide customers with the products they want at value prices all
year round.
Strong supplier relationships
Maintaining our competitive value-led price model is also about
developing strong long-term supplier relationships, who we regard very
much as partners. Many of our suppliers have grown alongside us over
several years and they value our simple, transparent pricing and efficient
way of working. With our focus on only stocking the best-selling products
and constant newness an important feature of the proposition, this creates
opportunities to welcome new suppliers in to our business.
Governance & risk management
Our corporate governance and risk management approach is geared
toward ensuring we have effective, robust structures and processes in
place. Our Non-Executive Directors have many years of experience in retail
and consumer product businesses. They provide constructive challenge
to our management team to help ensure we operate our businesses and
manage risk appropriately and in the interests of all stakeholders.
Value to customers
Our purpose is about delivering great value to customers so they keep
returning to our stores time and time again. Helping customers to spend
less on the things they buy regularly for their homes and families all
year round is what our business model is designed to constantly deliver.
Given the current cost-of-living crisis showing no signs of easing and the
ongoing macroeconomic uncertainty, value for money is likely to become
increasingly important for many consumers in the years ahead, making the
B&M proposition highly relevant.
Colleague progression
Our colleagues are crucial to the ongoing success of the business, be that
in our central support teams, those working in our logistics network or
store colleagues providing great customer service every day. In keeping
with our values, we take pride in being an innovative and exciting place for
colleagues to work, grow and develop to their full potential. Our continued
growth creates new job opportunities in the communities where we trade
and there are always progression opportunities for colleagues throughout
the business to build long-term, successful careers.
Suppliers as partners
The continued growth of B&M also benefits our suppliers. We have long-
standing trading relationships with a number of the leading household
brands across food and FMCG. We have several exclusive brands and other
branded General Merchandise product ranges. We are proud to partner
with these brand names for the mutual success of our respective businesses.
We are always interested in adding new brands to our ranges and our
continued growth gives potential for suppliers to grow alongside us, further
strengthening these relationships.
Investment in communities
Our store opening programmes target areas where we are under-
represented or not represented at all, using our flexible store formats to suit
the relevant locality. Each time we open a new store, we create new jobs in
the local community whilst at the same time providing convenient access to
our value-for-money offer.
Returns for investors
Our characteristics of low capital-intensity and high-returning cash-
generative growth is a relatively rare and powerful combination in bricks
and mortar retailing. These characteristics contribute to the sustainability
of our business model, which enhances our ability to provide continued
growth and attractive returns to investors.
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B&M European Value Retail S.A.
Annual Report and Accounts 2024
Chairman’s statement
Peter Bamford
Chairman
“Relentless focus on
delivering a simple
and clear strategy.”
While the Annual Reports of many companies
will feature themes of major change
programmes, B&M is quite different. It’s
success is built on a consistent and relentless
focus on delivering a simple and clear strategy.
When I became Chairman of B&M in March
2018 it was a retail business with a distinctive
entrepreneurial culture and a simple
commercial model focused on delivering
great products and everyday low prices to its
customers, highly profitable growth and strong
returns to its shareholders, and opportunities
for growth and development for its people.
Earlier this year, I took the difficult decision
to retire from this role. In the last six years,
while Group adjusted EBITDA
1
(pre-IFRS 16) has
more than doubled and store numbers have
significantly increased, B&M is pretty much
the same robust business as it was in 2018 but
with even better operational execution and a
broader and deeper leadership team.
Through all the uncertainties and challenges
of COVID, the economic environment, global
political events and competitor activity, B&M’s
management team, led by two exceptionally
talented CEOs, have relentlessly delivered
an excellent customer proposition and
disruptive commercial model. My contribution
to this has been to lead the Board in a way
that has allowed management to retain the
simplicity of the model and a sharp focus on
the basics of the business while ensuring
that the governance requirements are met
and all of the checks and balances are in
place. Succession for all of the key Board roles
including CEO and CFO has been completed
without any adverse impact on the Company’s
growth and financial trajectory.
Over the last year, Alex Russo and his team
have continued to improve and refine all
aspects of B&M operations, ensuring that our
product range responds to changing customer
needs and that we continue to deliver everyday
low prices through buying well and keeping
our business systems and processes simple
and efficient. Group adjusted EBITDA
1
(pre-IFRS
16) of £629m this year more than matched the
exceptional COVID peak of FY21 (£626m) and
has expanded dramatically since FY18 (£279m).
1. Adjusted values are appropriate to exclude unusual,
non-trading and/or non-recurring impacts on
performance which therefore provides the user of the
accounts with additional metrics to compare periods
of accounts. See notes 2, 3 and 4 of the financial
statements for further details.
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B&M European Value Retail S.A.
Annual Report and Accounts 2024
Strategic Report Corporate Governance Financial Statements
Store openings in B&M UK, helped by the
addition of up to 51 new Wilko stores, have
accelerated and returned to levels seen
earlier in the Company’s development. The
store pipeline for the next two years remains
strong and the long-term potential is now
over 1,200 stores. Importantly, the new stores
are performing very well. In B&M France, the
foundations for long-term growth continue to
be established. Also, on a strategic front, good
progress continues to be made in executing
our ESG programme.
As I noted above, Alex has continued
to enhance the management team with
both external hires and the promotion and
development of internal talent. The Company
is well positioned for future growth. More
broadly, we know from our staff engagement
surveys that the B&M team is exceptionally
motivated and proud of our Company.
The Board has also continued to evolve
and develop. During the last year Tiffany
Hall succeeded Ron McMillan as Senior
Independent Director and Oliver Tant
succeeded him as Chair of the Audit & Risk
Committee. Hounaïda Lasry joined as a Non-
Executive Director on 22 September 2023 and
Nadia Shouraboura joined as a Non-Executive
Director in May, subject to shareholder
approval. These appointments considerably
increase the diversity of the Board and broaden
its experience base.
Ron will retire from the Board at this year’s
Annual General Meeting (“AGM”) after ten
years as Director, having served continuously
since the IPO in 2014. He has seen B&M
through its development as a PLC and has
played a key role in ensuring good governance
while preserving the Company’s unique
entrepreneurial culture. I would like to thank
him for his contribution and support.
The Board has continued to function well.
We carried out an externally facilitated review
in October which confirmed this. The key
area for improvement identified was better
communications between the CEO and the Non-
Executive Directors. This has been addressed.
I am delighted that Tiffany Hall is to be the
next Chair of B&M. I have enjoyed working
with her over the last five years and she has
demonstrated a clear understanding of B&M
and the skills required to lead the Board in
the future. I wish Tiffany and all at B&M every
success in the future.
On behalf of the Board, I would like to thank
everyone who works at B&M for their hard
work and commitment in ensuring that our
customers have the best possible products and
value for money available to them every day.
Peter Bamford
Chairman
4 June 2024
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B&M European Value Retail S.A.
Annual Report and Accounts 2024
Market overview
Profitable, cash-generating
growth
We remain focused on delivering profitable, cash-generating growth for our
shareholders. This is achieved by serving our customers well with everyday
low prices and relevant product ranges, by working closely with our partners
in our supply chain and by providing our employees with a good working
environment and the opportunity to progress within our organisation. As an
EDLP retailer, we must operate with an Everyday Low Cost (“EDLC”) model. We
do this in an ever more competitive market, where costs continue to rise and
where economic and geopolitical uncertainty abounds.
General trends
Many retailers continue to find it tough and
the last financial year has seen a number of
medium sized retailers fail. Numerous profit
warnings have been issued by a wide variety
of retailers and over 10,000 stores closed and
120,000 jobs lost in the retail industry
1
. Against
this competitive and difficult background for
retailers and consumers, B&M has prospered,
delivering volume-led sales growth and growing
profit margins.
This uncertain economic background continues
to favour a low-cost financial and operational
model, and the widely-observed structural shift
to discounting by consumers also continues.
B&M is therefore benefitting from cyclical and
structural factors as consumers search for
better value, and this trend by consumers is
set to continue for many years to come, as
identified in a report published by the Retail
Sector Council last year
2
.
There has been some alleviation in the cost-
of-living crisis, but despite some more positive
data points in recent months, we observe that
many consumers are still facing significant price
increases in a range of areas (e.g. mortgage
payments, council taxes, telecommunication
charges and car insurance) and real
discretionary incomes are still some way below
peak levels. However, as stated above, we
believe price wins, and never more so than
when consumers are being squeezed and feel
worse off, and we see the current market as an
opportunity to capture profitable volume share.
The UK shopper remains focused
on in-store experiences
Despite the closure of many stores over recent
years, the UK consumer remains predominantly a
store-based shopper. As of December 2023, the
ONS estimated that 73% of UK retail sales were
made through physical stores
2
. Although many
high streets are suffering, retail parks and some
shopping centres continue to prosper and these
are the areas where our new stores are targeted.
Many column inches have been written on the
growth and potential threat of retailers that take
orders online, but in many retail sectors the
concept remains unproven with low returns on
capital or even losses, that the stores channel
must subsidise. This is especially so for low-
ticket, heavy/bulky items that need bundling to
give a meaningful total basket and are hard to
distribute. Such items account for the majority of
what we sell. By remaining focused on price and
the in-store experience, we have performed
well against the largest of online retailers, as
well as specialists. Since the first lockdown in
2020, we have grown sales by nearly 44% and
opened 150 net new stores. The UK remains a
nation of bricks and mortar shoppers, even if
the type of shop and type of location continues
to evolve. There will always be new entrants and
companies exiting the market and we welcome
all forms of competition. We remain rational and
focused on executing our proven value-creating
business model, and with a UK market share
3
of
only 2% we see significant opportunities within
the physical retail market.
B&M UK in numbers
741
Number of B&M UK stores
1,200
B&M UK stores target
5 million
UK shoppers every week
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B&M European Value Retail S.A.
Annual Report and Accounts 2024
Strategic Report Corporate Governance Financial Statements
Competitive environment
The retail industry remains tough, as evidenced
by the plethora of profit warnings and retail
failures over the last 12 months. Retailers have
been squeezed by high-cost inflation and by
subdued demand leading to limited volume
growth across the market. In 2023 in the UK,
according to the ONS, the value of retail sales
increased by 5.2% to £470bn, however the
volume of retail sales fell by 2.6%
4
. Furthermore,
the retail industry has been hit hard by wage
inflation, with the minimum wage increasing
by c.20% over a two-year period. Outside of
costs of goods sold, labour is the biggest single
cost for most retailers, so increases in labour
costs hit home hard and can have unintended
consequences. In 2023, 120,000 jobs were lost
in retail with 10,000 store closures
1
.
At B&M, we continue to expand and we
continue to deliver strong volume gains,
from LFL
5
sales and from our store opening
programme. This programme underwent a
step change in the fourth quarter of FY24 when
we opened 25 stores. In this current financial
year, we will open at least 45 gross new stores
and a similar amount next year. The resulting
substantial increase in our volumes will help
offset high-cost inflation, such as labour
inflation, in a way that is not open to many of
our competitors. Of course there are many
other productivity gains that result from volume
growth, such as improved supplier relations,
buying power and pushing more volume
through the same infrastructure and logistics
network. We are better positioned than most to
deal with a challenged retail environment.
Supermarket industry
FMCG account for around half of our sales and
our main competitors are the comparatively
much larger, competitors are the mainstream
supermarkets. The supermarket industry
continues to be in a state of flux, with the
continued growth of limited assortment
discounters, two major operators having
moved into private-equity ownership and with
several other food retailers under pressure. The
response by some, appears to have been to
reduce operating cost spend through reduced
staff hours in store, leading to a deterioration of
store standards, including product availability.
At B&M, best-in-class standards is a must for
our managers. With our EDLP offer and EDLC
model, we remain well positioned to continue
taking advantage of the competitive situation
– that a number of competitors cross subsidise
home delivery services with higher prices in
store, only adds to our strong strategic position
in pricing.
General Merchandise retailing
General Merchandise accounts for the other
half of our sales. Key categories include
toys, DIY, home furnishings and garden. We
currently have 247 stores with garden centres,
making us the second largest operator in this
market.
Unlike many retailers in General Merchandise,
much of our sales are non-discretionary. Toys
at Christmas, essential DIY maintenance and
small ticket items like phone charging cables
and storage boxes are non-discretionary home
items. Similarly, at any one point in time there
are people setting up their home, moving
house or going to college, and for these
groups of consumers, buying furnishings,
bedding and kitchen/dining is essential. It is
hard to categorise exactly the split between
discretionary and non-discretionary, but non-
discretionary is greater than many might think.
This reduces the cyclicality of our business and
puts us in a strong strategic position.
The future for discounting
is bright
We remain a highly complementary shop to
the two German discount operators, which
together have c.17% market share
6
. There is
little overlap between what they sell (e.g. fresh,
chilled, frozen and own label) and our branded
ambient offer. It is no surprise therefore that
some of our best performing stores are co-
located or located nearby to one of these
two discounters.
B&M remains the UK’s largest variety discount
retailer, but it is not the only one. There are
several competitors in this arena, but it would
be a mistake to think that we are inhibitors to
each other’s growth. In a growing segment,
which the consumer does not see as a discrete
segment, there is plenty of room for growth.
Discount retailing is a structurally growing
market. B&M is well positioned and remains
a rollout story with very substantial long-term
potential. With a low capex model and rapid
growth, we are a substantial cash generator.
We have returned £1.8bn to shareholders
over the last four financial years
7
and will
continue to generate cash and distribute it to
shareholders going forward. In a challenged
retail environment, few companies will be able
to make this claim.
1. “120,000 retail jobs lost in 2023”, Retail Gazette, 8 January 2024.
2. “Retail – The Great Enabler”, Retail Sector Council, July 2023
3. Figures are based on external market research on the size of the relevant market in 2023. Market share is calculated by reference to UK revenues in FY24, whilst the market size
estimate will include spend on categories where B&M and Heron Foods do not participate but is presented here for illustrative purposes.
4. Retail sales index, Office National Statistics.
5. One-year LFL revenues relate to the B&M UK estate only (excluding wholesale revenues) and are based on either 53 week versus 53 week or 14 week versus 14 week comparison
periods. They include each store’s revenue for that part of the current period that falls at least 14 months after it opened compared with its revenue for the corresponding part of
FY23.
6. Kantar market share data – 12 weeks to 18 February 2024.
7. Based on ordinary and special dividends paid in FY21 to FY24.
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B&M European Value Retail S.A.
Annual Report and Accounts 2024
In depth
Store growth
New long-term store opening
target provides clear runway
of growth ahead
By the end of FY24, we successfully opened 47 gross new B&M UK stores,
20 gross new Heron Foods stores in the UK and 11 gross new B&M France
stores. This growth underscores the ample opportunity ahead, across all
three businesses in the UK and France, through our store rollout strategy.
FY24’s 47 gross new B&M UK store openings
brought our annual expansion rate back
towards pre-COVID levels and has provided us
with an additional one million sq. ft. of sales
space. B&M has demonstrated remarkable
growth over the last 20 years, since the Arora
family acquired 21 stores in the North West
of England. Currently, the Group operates a
UK-wide 741 B&M store chain, together with a
further 335 Heron Foods convenience stores
and 124 B&M France stores.
B&M UK map of stores per capita, April 2024
B&M UK stores by region
England
576
Scotland
84
Wales
48
Northern Ireland
33
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B&M European Value Retail S.A.
Annual Report and Accounts 2024
Strategic Report Corporate Governance Financial Statements
There remains a substantial opportunity
for future new store expansion in both the
UK and in France. In the UK, this year we
raised our total store target to not less than
1,200 B&M UK stores, which underlines the
large-scale opportunity for further expansion.
Underpinning this total store target, we have
updated our analysis to factor in the significant
sales densities that we now achieve. We
also have significant ambition for our French
operations. The population of France is larger
than the UK, and hence we see the discount
market opportunity as similar in scale. With
only 124 stores currently, France offers ample
headroom in the long term.
As a store-based retailer with a proven,
profitable, high-returning business model,
B&M thrives even in the challenging trading
environment currently prevalent. The current
competitive environment often frees up retail
space, offering opportunities for new stores
in previously untapped locations. The closure
of competitors can also lead to increased
market share and LFL
1
growth in key product
categories, driving higher return on space
in our format and thereby broadening the
potential list of new store opportunities.
During the year, the administration of Wilko
allowed B&M to swiftly select and acquire up
to 51 stores. These stores, primarily located
in town centres in the Midlands and South of
England, fill gaps in our representation in key
locations. Although lacking garden centres,
these stores are broadly similar in size with
our existing estate and are quality locations
to penetrate local markets effectively. With 21
ex-Wilko stores opened this financial year,
performance to date has been pleasing,
supplementing our organic expansion plans
while maintaining our principle of selecting
high-quality locations.
Reflecting on a successful year, we remain
confident in our ability to trade profitably across
various store formats, with a robust short-term
pipeline demonstrating our flexibility and
effectiveness across town centres, shopping
centres and retail parks nationwide.
B&M ex-Wilko store, Cathedral Lanes Shopping Centre, Coventry – opened February 2024
B&M Birmingham, The Fort Shopping Park – opened October 2023
1. One-year LFL revenues relate to the B&M UK estate
only (excluding wholesale revenues) and are based
on either 53 week versus 53 week or 14 week versus
14 week comparison periods. They include each
store’s revenue for that part of the current period that
falls at least 14 months after it opened compared with
its revenue for the corresponding part of FY23.
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B&M European Value Retail S.A.
Annual Report and Accounts 2024
Chief Executive’s review
Alex Russo
Chief Executive Officer
This has been a good year for the
Group and is an inflection point
for our store opening programme.
We have delivered a record Group
adjusted EBITDA
1
(pre-IFRS 16) of
£629m at a margin of 11.5%. This
has been driven by a record year
of revenues of £5.5bn, up 10.1%.
Critically, we have also maintained our
discipline on ensuring growth translates
into cash, with a further £348m declared as
ordinary and special dividends, bringing the
cumulative total of cash returns paid over
the four years FY21-FY24 to £1.8bn
2
. With a
significant acceleration in openings in our final
quarter, and not less than 90 B&M UK store
openings in the next two financial years, the
future is exciting.
Core to our strategy and financial performance
has been our relentless focus on price integrity
(EDLP) and high retail standards. Additional
revenues were driven by our LFL
3
growth of
3.7% in our core UK business and by our new
store openings that saw 47 gross new B&M
stores open in the UK, 11 in France and 20 in
Heron. Importantly, almost half of the B&M
openings in the UK were in the fourth quarter,
meaning the majority of the benefits to sales,
cash and profits will be felt in the current
financial year. The quality of our LFL
3
growth
remains high, being driven by higher volumes
and positive customer transactions. This is a
result of our price position, our merchandising
optimisation and our operational standards.
The progress in our LFL
3
sales comes alongside
the strong performance of our new store
openings that are generating accretive sales
densities.
Whilst FY24 was a good year, we are excited by
the future. We will deliver our stated plans for
new store growth, driving sub 12 month cash
paybacks. We will maintain our operational
execution discipline in existing stores. We will
remain everyday low price and that means
a focus on everyday low costs (“EDLC”) as we
continue to mitigate inflation and protect our
customers wallets.
Store opening programme
supports future growth
During the financial year we announced a new,
long-term store target of not less than 1,200
B&M UK stores, a significant increase from the
950 we had guided to previously. With just 741
stores currently, we have many more years of
profitable, cash-generating growth ahead.
Alongside this update to our long-term target,
we also announced an acceleration in our
short-term opening programme, to at least 45
stores per annum over a three-year period.
During FY24, the first year of this programme,
we have opened 47 stores. Net of a small
number of closures/replacements, we finished
the year with 741 stores, an increase in store
numbers of c.5% versus the start of the year.
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B&M European Value Retail S.A.
Annual Report and Accounts 2024
Strategic Report Corporate Governance Financial Statements
The acceleration in our openings is under-
pinned by the acquisition of up to 51 stores
from Wilko. We moved rapidly as we carefully
selected the stores we wanted, renegotiated
leases and are now opening these stores
at speed. Many of these stores are in new
areas for B&M or are in catchments where
we are under-represented. Of the 25 B&M
UK stores we opened in the fourth quarter of
FY24, 21 were former Wilko stores, and I am
pleased to report that these stores, in common
with other new stores, are delivering strong
sales densities. We intend to maintain our
momentum and in the first quarter of FY25,
also expect to open between 15 to 20 B&M
UK stores, many of which will be former Wilko
stores.
The positive impact of the opening programme
should be noted. A new store’s sales represent
100% volume growth, so over the next three
years, this opening programme will generate
substantial additional volume. LFL
3
volume
growth will continue to increase total volume
growth further.
LFL
3
sales growth will augment
new store sales growth
Although our B&M UK fascia growth is pivoting
to a higher proportion of total volume growth
being driven by new stores, this is not at the
expense of our LFL
3
growth performance. LFL
3
sales, from share gain and market growth
are expected to contribute to total volume
growth going forward, as they always have.
We will maintain and improve availability and
operational disciplines and we will reward our
local store managers for retail excellence and
hard work through our management incentive
programmes. Our store managers and team
are responding exceptionally well.
We will remain highly disciplined in making
sure our existing and new stores are as
good as they can be, with industry-leading
standards and pricing. Total volume growth will
help ensure we continue to drive substantial
profit growth and increased cash generation,
and that volume growth will be driven by new
and existing stores. The combined benefit
of these two channels of volume growth is
considerable.
Industry-leading volume growth with
disciplined cost control
Our sustained volume growth is improving our
relationships with FMCG branded suppliers by
reinforcing our position as the fastest growing
major customer for many. It is also improving
further our relationships with suppliers in the
Far East (where there is excess capacity) and
this is helping drive increased productivity as
we increase our volume through a broadly
unchanged infrastructure.
Value creation in retail requires not only
growing volume but also control of the
underlying cost base. Despite industry-wide
cost headwinds, we work to deliver on this
fundamental aspect every day. We have faced
challenges from increases in the minimum
wage and energy costs. But through our
volume gains, delivered by strong LFL
3
growth
and through new store openings, we have
been able to weather these pressures and
deliver a step change in our adjusted EBITDA
1
(pre-IFRS 16) margin compared to pre-
pandemic levels. Once again, I reiterate our
long-term margin guidance, which is to deliver
16
B&M European Value Retail S.A.
Annual Report and Accounts 2024
adjusted EBITDA
1
(pre-IFRS 16) margin for B&M
UK between 12-13%, for B&M France to grow
over time above 10% and for Heron to stay
above 6%.
Strategic actions underpin gross
margin gains, while pricing remains
market leading
The step change in the adjusted EBITDA
1
(pre-IFRS 16) margin has been achieved by
substantial sales growth (over 40% higher
sales compared to 2020), through strict cost
control (head office size and distribution
capacity are largely unchanged) and through a
managed increase in our gross margin as the
business has grown and evolved. Importantly,
this improvement in the gross and adjusted
EBITDA
1
(pre-IFRS 16) margin has been delivered
against a strong and improved price position.
Our gross margin has improved due to
better buying prices and mix benefit. Key
driving factors include better store execution
that captures incremental margin-accretive
product sales without increasing store costs.
Our range evolution and exiting categories
such as big-ticket furniture and frozen food,
improves both sales densities and gross profit.
We also leverage our market-leading volume
growth in branded FMCG products and Far East
sourced General Merchandise. These changes
underpin the long-term EBITDA position.
France offers very significant potential
Our French business has operational
momentum and we will continue to grow it
in a disciplined way, driving increased sales
densities. Once again France delivered strong
LFL
3
growth, the number of openings increased
and delivered an adjusted EBITDA
1
(pre-IFRS 16)
margin of 9.1%.
Moving forward, we will continue to deliver
incremental volume growth from the twin
channels of new and existing stores. We will
increase the rate of openings in a disciplined
way and will increase the FMCG range which
will drive footfall and LFL
3
sales growth further.
Over the medium term, we expect the adjusted
EBITDA
1
(pre-IFRS 16) margin to reach at least
10% and we will grow revenues with discipline.
The potential for store openings in France
remains very high. France has a similar sized
population to the UK, where we have targeted
at least 1,200 stores. The long-term number of
stores in France remains a multiple of the 124
stores we operate today.
Chief Executive’s review continued
17
B&M European Value Retail S.A.
Annual Report and Accounts 2024
Strategic Report Corporate Governance Financial Statements
Heron Foods contributes
well to the Group
Heron is our discount convenience format
business and although it is a small business,
with just £560m turnover, its adjusted EBITDA
1
(pre-IFRS 16) margin is sector leading. Heron’s
success is built upon differentiated sourcing,
strict cost control, targeted store footprints and
excellent retailing and logistics skills. There is
cross fertilisation between Heron and our other
businesses, which helps us optimise our sales
densities across the Group.
We will continue to open around 20 Heron
stores per year to deliver growth from this
programme as well as our existing estate.
Competitive position
The retail industry remains challenged by
regulatory and macro pressures. In the last 12
months a number of retailers have failed and
a significant number of others have issued
one or more profit warnings. In this context,
we delivered increased profits and cash
generation, and have this year exceeded our
“lockdown” peak of £626m adjusted EBITDA
1
(pre-IFRS 16). There are very few companies
which were “lockdown winners” and who
have sustained their competitive progress
post-pandemic. In FY20, our adjusted EBITDA
1
(pre-IFRS 16) was £342m compared to £629m
in FY24. In the last five years, we have delivered
83.9% EPS earnings growth – equivalent to
an annual compound earnings growth of
over 12%. On top of this, between FY21 to
FY24 we have returned £1.8bn of cash to our
shareholders. If shareholders had reinvested
those dividends in our shares at the time the
dividends were returned, they would have
seen the equivalent of an annual compound
earnings growth of over 17%.
The success of our new stores, our continued
volume growth and improved sales densities
show that we are as competitive as ever and
we have plenty of runway ahead. The growth
of discounting is a global trend and we remain
a rollout opportunity into structural change. We
will continue to take sales and market share,
but we will only ever do so in a disciplined and
profitable manner.
Over the medium and longer term, future
volume gains will help insulate us against cost
pressures in a way that most of our competition
do not possess. We remain a compounding,
profitable, cash-generating business with a
platform for future growth.
A thank you to our Chairman,
the management team and
to all colleagues
Later this year we will see our Chairman, Peter
Bamford, retire after six years. He has chaired
the Group through some of the most uncertain
times in recent history and has overseen the
transition from a founding CEO to me. He has
done this with an unerring view of what is right
for all our stakeholders. I wish to thank him for
his unwavering support and guidance on both
a personal and professional basis. I wish Peter
all the very best for the future. I have thoroughly
enjoyed working with him.
I would also like to extend my thanks to the
broader management team and to all of our
colleagues. We have again delivered high-
quality results in a tough retail market. We have
been able to deliver these results thanks to
the hard work of the team – everyone from the
shop floor upwards.
Alex Russo
Chief Executive Officer
4 June 2024
1. Adjusted values are considered to be appropriate to exclude unusual, non-trading and/or non-recurring impacts on performance which therefore provides the user of the
accounts with additional metrics to compare periods of accounts. See notes 2, 3 and 4 of the financial statements for further details.
2. Based on ordinary and special dividends paid in the years FY21 to FY24.
3. One-year LFL revenues relate to the B&M UK estate only (excluding wholesale revenues) and are based on either 53 week versus 53 week or 14 week versus 14 week comparison
periods. They include each store’s revenue for that part of the current period that falls at least 14 months after it opened compared with its revenue for the corresponding part
of FY23.
18
B&M European Value Retail S.A.
Annual Report and Accounts 2024
Financial review
Mike Schmidt
Chief Financial Officer
New and existing
stores driving
volume growth
The current accounting period represents the
53 weeks trading to 30 March 2024 (“FY24”)
and the comparative period represents the 52
weeks to 25 March 2023 (“FY23”).
Group revenues in FY24 increased by 10.1%
year-on-year (“YoY”), (+10.1% on a constant
currency basis
1
), driven by volume growth and
positive LFL
2
performance across the three
businesses.
The extra week in the FY24 trading period
relative to FY23 added 2.3% to Group revenue
growth YoY whilst also benefitting from higher
trading due to the early Easter timing. This
seasonal Easter trading benefit will not occur in
FY25 as a result.
Group adjusted EBITDA
3
(pre-IFRS 16) increased
by 9.7% to £629m (FY23: £573m), representing
a margin of 11.5% (FY23: 11.5%). This reflects
volume-led revenue growth, with the cost
leverage and productivity gains of higher
transaction numbers helping reduce cost-to-
sell percentages. Group adjusted operating
costs on an underlying basis
3,6
decreased as a
percentage of revenues from 25.5% to 25.4%.
Group adjusted operating profit
3
increased by
10.9% moving in line with the above. We have
continued to invest in our store estate and have
60 net more stores across the Group, as such total
depreciation and amortisation increased by 6.4%.
The extra week added £13m to Group adjusted
EBITDA
3
(pre-IFRS 16) and £12m to Group
adjusted operating profit
3
.
Fascia overview
B&M UK
In the B&M UK fascia
4
business, total
revenues increased by 8.5% to £4,410m (FY23:
£4,067m), with LFL
2
revenues up 3.7%. This was
underpinned by volume growth driven from our
new store opening programme and positive
LFL
2
customer transactions.
LFL
2
revenues grew in every quarter YoY. The
first half of the year saw LFL
2
revenues up 6.2%,
split between 9.2% in Q1 and 3.1% in Q2. Against
relatively more challenging comparatives, LFL
2
revenues maintained their positive trend across
the second half seeing 0.6% growth in Q3 and
2.9% in Q4. We are pleased to see an increase
in LFL
2
customer transaction numbers and
our sales participation between FMCG and
General Merchandise remains balanced and
in line with our expectations.
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B&M European Value Retail S.A.
Annual Report and Accounts 2024
Strategic Report Corporate Governance Financial Statements
There were 47 gross new store openings in
the year. More than half of our store openings
came in the fourth quarter, with 21 of these
being former Wilko stores. We are pleased with
the early performance of these stores along
with all other new store openings in the year.
B&M UK revenues also included £30m of
wholesale revenues (FY23: £37m). The majority
of wholesale sales are to our associate Centz
Retail Holdings Limited, a chain of 53 variety
goods stores in the Republic of Ireland, which
increased its proportion of FMCG sourcing from
within the EU market.
Our trading gross margin
5
rose 46 bps YoY to
36.3% from 35.8%. This reflected a reduction
in freight rates and strong sell-through across
both FMCG and General Merchandise,
resulting in largely only planned markdown
activity this year. Statutory gross margin
increased 120 bps to 36.9% from 35.7%,
benefitting from favourable foreign exchange
hedge accounting in the current year and
non-recurring storage costs recorded in the
comparative.
Adjusted operating costs on an underlying
basis
3,6
were well controlled representing 24.0%
of revenues compared to 24.4% in the prior
Group financial performance
£’m FY24 FY23 YoY Change
Revenue 5,484 4,983 10.1%
Adjusted EBITDA
3
(pre-IFRS 16) 629 573 9.7%
Adjusted EBITDA
3
(pre-IFRS 16) margin 11.5% 11.5% (3) bps
Depreciation and amortisation (pre-IFRS 16) (82) (76) 6.9%
Operating profit impact of IFRS 16* 67 57 17.0%
Adjusted operating profit
3
614 554 10.9%
Adjusting items
3
(7) (19) (63.3)%
Statutory profit before interest and tax 607 535 13.5%
Finance costs relating to right-of-use assets (69) (61) 13.8%
Other net finance costs (40) (38) 3.3%
Statutory profit before tax 498 436 14.1%
* Includes depreciation on right-of-use assets of £176m – FY24 total depreciation and amortisation was £258m (FY23: £242m).
year. Given the 9.7% increase in the national
living wage hourly rate that was absorbed in
the period, this reduction in our cost-to-sell
percentage reflects cost leverage and productivity
gains from sales volume growth, together with a
continued focus on cost discipline.
We are an EDLC retailer that operates with a
low fixed cost base and double-digit adjusted
operating profit
3
margins. This operating
model allows us to benefit materially from
volume growth from either new store openings
or LFL
2
trading. It is total volume growth that
leverages our central cost base, offsetting
inflationary impacts, and results in an increase
in operating profits at the sustainable 12-13%
adjusted EBITDA
3
(pre-IFRS 16) and adjusted
operating profit
3
margins that we consistently
guide to.
Adjusted EBITDA
3
(pre-IFRS 16) increased by
10.5% to £556m (FY23: £503m), with margin
increasing by 23 bps to 12.6% (FY23: 12.4%) and
demonstrating the benefit of volume-driven
revenue growth. Adjusted operating profit
3
was
£548m (FY23: £498m) with a margin of 12.4%
(FY23: 12.3%).
Statutory profit before interest and tax for the
year was £548m (FY23: £498m).
B&M UK LFL
2
revenue reconciliation
£’m 2024 2023
1-year
Change
Like-for-like
2
revenue (53 weeks basis) 4,843 4,672 3.7%
Like-for-like
3
sales recorded in week one of FY24 – (85)
Online trial – 6
New stores after 25 March 2023 140 –
New stores prior 25 March 2023 133 53
Closed stores 1 59
Gross segment revenue 5,117 4,705
VAT/Commission income (737) (675)
Wholesale revenues 30 37
B&M UK revenue 4,410 4,067 8.5%
B&M France
Total revenues increased by 19.2% to £514m
(FY23: £431m). The business continues to
improve sales densities – with the majority
of the LFL
2
revenue growth performance
being driven by positive customer transaction
numbers.
It has been another disciplined and controlled
year of store openings with 11 gross new
store openings and one relocation. All new
stores are performing in line with or above our
assumptions and continue to demonstrate the
potential for the B&M brand to trade effectively
in a wide range of geographies and formats.
Adjusted operating expenses on an underlying
basis
3,6
as a percentage of revenues reduced
from 35.9% to 35.3% reflective of cost leverage
from increased sales volumes.
Adjusted EBITDA
3
(pre-IFRS 16) increased to
£47m (FY23: £41m) representing an adjusted
EBITDA
3
(pre-IFRS 16) margin of 9.1% (FY23:
9.6%). This is a 64 bps increase compared to
an underlying margin of 8.5% in FY23, which
excludes c.£5m of one-off government support
received at the start of the prior period, as
previously reported. Adjusted operating profit
3
was £49m (FY23: £38m) with a margin of 9.5%
(FY23: 8.8%).
Statutory profit before interest and tax for the
year was £49m (FY23: £38m).
Heron Foods
Total revenues grew by 15.3% to £560m (FY23:
£485m) representing another excellent year.
We remain committed to offering our customers
convenient, great value and quality products at
a competitive price point. We continue to see an
increase in both LFL
2
customer transactions and
basket value YoY.
There were 20 gross new store openings in the
year with one relocation and three closures.
Adjusted operating expenses
3
as a percentage
of revenues reduced from 26.1% to 25.4%.
Adjusted EBITDA
3
(pre-IFRS 16) increased by
21.3% to £36m (FY23: £30m), a result that is
testament to the execution and cost control
demonstrated by the Heron team. Our margin
of 6.4% (FY23: 6.1%) is sector leading. Adjusted
operating profit
3
was £27m (FY23: £19m) with a
margin of 4.9% (FY23: 3.8%).
Statutory profit before interest and tax for the
year was £27m (FY23: £19m).
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B&M European Value Retail S.A.
Annual Report and Accounts 2024
Adjusting items and central charges
Adjusting items are excluded from our
adjusted EBITDA
3
(pre-IFRS 16) and adjusted
operating profit
3
performance by virtue of their
size and nature to provide a helpful perspective
of the YoY performance of the Group. Further
detail on adjusting items can be found in
note 3, starting on page 121 of the financial
statements.
The growth in profit before interest and tax
has moved in line with segmental trading
offset partially by central charges within the
corporate segment, including the management
retention bonus accrual for the Group Trading
Director, the Wilko acquisition costs and listing
costs for our Luxembourg corporate entity.
Net finance costs
Adjusted net finance charges
3
for the year,
excluding IFRS 16, were £44m (FY23: £38m) due
to increased rates on our new debt facilities.
This included bank and high yield bond interest
of £47m (FY23: £38m) and amortised fees of
£2m (FY23: £2m).
The interest charge relating to lease liabilities
under IFRS 16 was £69m (FY23: £61m).
Group tax
The tax charge in FY24 was £131m (FY23: £88m),
primarily reflecting an increase in the UK
corporation tax rate from 19% to 25%, effective
from 1 April 2023, as well as due to an increase
in profits year-on-year.
As a Group, we are committed to paying the
right tax in the territories in which we operate.
The B&M UK business paid taxes totalling
£653m in FY24, including £234m relating to
those taxes borne directly by the Company
such as corporation tax, customs duties,
business rates, employer’s National Insurance
contributions, and stamp duty and land taxes.
The balance of £419m are taxes we collect from
customers and employees on behalf of the
UK Exchequer, which includes Value Added
Tax, Pay As You Earn and employee National
Insurance contributions.
Adjusting items and central charges
£’m 2024 2023
Profit before interest and tax 607 535
Costs in relation to the acquisition of Wilko stores 9 –
Online trial – 2
Fair value of ineffective derivatives (2) 17
Foreign exchange on intercompany balances 0 0
Adjusted operating profit
3
614 554
Profit after tax and earnings per share
Statutory profit after tax was £367m (FY23:
£348m) and the statutory diluted earnings per
share was 36.5p (FY23: 34.7p).
Adjusted profit after tax
3
(pre-IFRS 16), which
is also reported to allow investors to aid their
understanding on the operating performance
of the business (see note 3 of the financial
statements), was £370m (FY23: £366m), and
the adjusted fully diluted earnings per share
3
was 36.8p (FY23: 36.5p).
Capital expenditure
Group net capital expenditure
7
totalled £124m
this year (FY23: £87m). Investment included
£59m spent on 78 gross new stores across
the Group’s fascias (FY23: £33m on 42 stores)
and £27m on infrastructure projects to support
the continued growth of the business (FY23:
£16m). There was also investment of £34m
on maintenance works to ensure that our
existing store estate and distribution centres
are appropriately invested (FY23: £40m). There
was also a net expenditure of £4m relating to
one freehold acquisition (FY23: net expenditure
of £(1)m).
Post-tax free cash flow
8
and net debt
9,10
Post-tax free cash flow
8
of £382m (FY23:
£464m), represents a reduced YoY, caused
by higher tax payments and increased
capital expenditure due to the store opening
programme.
The Group continues to be highly cash
generative with our inventory levels flat
YoY despite higher revenues. The strong
performance and cash generation have
enabled the Group to pay dividends totalling
£348m in FY24. This includes a £201m special
dividend
11
paid in February 2024.
There has been a step change in the revenues
and profit performance of the Group since the
pandemic. During the four financial periods
FY21 to FY24, we grew Group adjusted EBITDA
3
(pre-IFRS 16) from £342m (FY20) to £629m
(FY24), generated cumulative operating cash
flow of £3.3bn and distributed £1.8bn in cash
to shareholders demonstrating our consistent
disciplined approach to capital returns and
shareholder value creation.
The Board adopted a long-term capital
allocation policy in 2016 to provide a framework
to help investors understand how the Group
will evaluate opportunities to invest and
support the growth of the business relative to
incremental return of capital to shareholders.
Net debt
9
(excluding IFRS 16 lease liabilities),
increased to £737m (FY23: £724m). The net
debt
9
to adjusted EBITDA
3
(excluding IFRS
16 lease liabilities) leverage ratio was 1.2x
(FY23: 1.3x). Net debt
10
(including IFRS 16 lease
liabilities) was £2,094m (FY23: £2,025m)
meaning our net debt to adjusted EBITDA
3
ratio
was 2.4x, a decrease on the previous year
(FY23: 2.5x).
Financial review continued
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Strategic Report Corporate Governance Financial Statements
Dividends
During the year, the Company declared and
paid an interim ordinary dividend of 5.1p
11
per share in addition to a special dividend
of 20.0p
11
per share. Subject to approval by
shareholders at the AGM on 23 July 2024, a
final ordinary dividend of 9.6p
11
per share will
be paid on 2 August 2024 to shareholders
on the register of the Company at the close of
business on 28 June 2024. The ex-dividend
date will be 27 June 2024.
The Group has a dividend policy which targets
an ordinary dividend pay-out ratio of between
30-40% of net income on a normalised tax
basis. The Group generally aims to pay the
interim and final dividends for each financial
year in proportions of approximately one-third
and two-thirds of the total annual ordinary
dividend respectively.
Mike Schmidt
Chief Financial Officer
4 June 2024
Notes:
1. Constant currency comparison involves restating the prior year Euro revenues using the same exchange rate as that used to translate the current year Euro revenues.
2. One-year LFL revenues relate to the B&M UK estate only (excluding wholesale revenues) and are based on either 53 week versus 53 week or 14 week versus 14 week comparison
periods. They include each store’s revenue for that part of the current period that falls at least 14 months after it opened compared with its revenue for the corresponding part of
FY23.
3. Adjusted values are considered to be appropriate to exclude unusual, non-trading and/or non-recurring impacts on performance which therefore provides the user of the
accounts with additional metrics to compare periods of account. See notes 2, 3 and 4 of the financial statements for further details.
4. References in this announcement to the B&M UK business include the B&M fascia stores in the UK except for the “B&M Express” fascia stores. References in this announcement to
the Heron Foods business include both the Heron Foods fascia and B&M Express fascia convenience stores in the UK.
5. Trading gross margin is considered to be a meaningful measure of profitability as it refers to the measure of gross margin used by management to commercially run the
business. It differs to the statutory definition for B&M, which increased 120 bps from 35.7% to 36.9%, due to technical accounting adjustments in relation to the allocation of gains
and losses from derivative accounting, storage costs and commercial income, with the derivative adjustments the main factor.
6. Adjusted operating expenses on an underlying basis excludes foreign exchange, one off income, depreciation and amortisation. This adjusted measure is considered a more
meaningful metric to the users of the accounts as this is the cost base used by management to commercially monitor performance. Group non-underlying items include B&M
UK’s foreign exchange losses in relation to derivative adjustments of £12m (FY23: £40m gain) and one off income received in France at the start of the prior year which amounted
to £5m. Group adjusted operating costs, excluding depreciation and amortisation, as a percentage of revenues increased to 25.6% from 24.6%.
7. Net capital expenditure includes the purchase of property, plant and equipment, intangible assets and proceeds from the sale of any of those items. These exclude IFRS 16 lease
liabilities.
8. Post-tax free cash flow is an Alternative Performance Measure. Please see note 3 of the financial statements for more details and reconciliation to the Consolidated statement
of cash flows. Statutory Group cash generated from operations was £862m (FY23: £866m). This statutory definition excludes payments for leased assets including the leasehold
property estate.
9. Net debt comprises interest-bearing loans and borrowings, and cash and cash equivalents. Net debt was £737m at the period end, reflecting £919m as the value of gross debt
netted against £182m of cash. See notes 18, 21 and 28 of the financial statements for more details.
10. Net debt including lease liabilities is the above plus the current and non-current lease liabilities recorded on the Consolidated statement of financial position.
11. Dividends are stated as gross amounts before deduction of Luxembourg withholding tax which is currently 15%.
22
B&M European Value Retail S.A.
Annual Report and Accounts 2024
KPIs
The Board manages the Group’s performance by reviewing a number of key performance indicators
(“KPIs”). The KPIs are discussed in the Chief Executive’s review and the Financial review.
Financial
Group revenues
£5.5bn
+10.1%
£5.5bn
£5.0bn
0
2024
2023
2022
Why is it important?
The Board considers that this measurement is a key
indicator of the Group’s growth. Sustainable growth in
revenues is important to our business model.
B&M UK LFL
1
growth
3.7%
+295 bps
3.7%
0.7%
0
2024
2023
2022
Why is it important?
By monitoring the ongoing LFL trading performance
at both store and product level, we are able to track
progress and monitor performance of our existing
store estate.
Group adjusted EBITDA
2
(pre-IFRS 16)
£629m
+9.7%
£629m
£573m
0
2024
2023
2022
Why is it important?
In addition to growing revenues and opening new
stores, we have a clear focus on ensuring that our
growth is profitable. We measure profitability by our
adjusted EBITDA (pre-IFRS 16) performance. See notes 2,
3 and 4 of the financial statements for further details.
Number of Group gross store openings
78
+85.7%
78
42
0
2024
2023
2022
Why is it important?
This measure is an indicator of the Group’s growth.
Store growth is a key strategy and there remains plenty
of runway potential ahead in both the UK and France
across all fascias.
Total average retail selling space, sq. ft. (k)
20,300
+5.7%
20,300
19,200
0
2024
2023
2022
Why is it important?
This measure is an indicator of the Group’s growth. The
Group’s store growth strategy can sometimes result
in the closure of one store, to be replaced by a much
larger store in the same catchment area. Therefore this
is a key indicator.
1. One-year LFL revenues relate to the B&M UK estate
only (excluding wholesale revenues) and are based
on either 53 week versus 53 week or 14 week versus
14 week comparison periods. They include each
store’s revenue for that part of the current period that
falls at least 14 months after it opened compared with
its revenue for the corresponding part of FY23.
2. Adjusted values are appropriate to exclude unusual,
non-trading and/or non-recurring impacts on
performance which therefore provides the user of the
accounts with additional metrics to compare periods
of accounts. See notes 2, 3 and 4 of the financial
statements for further details.
3. Post-tax free cash flow is an Alternative Performance
Measure. Please see note 3 of the financial
statements for more details and reconciliation to the
Consolidated statement of cash flows.
4. Based on dividends paid in the Consolidated
statement of cash flows.
Group adjusted operating profit
2
£614m
+10.9%
£614m
£554m
0
2024
2023
2022
Why is it important?
In addition to growing revenues and opening new
stores, we have a clear focus on ensuring that our
growth is profitable. We measure profitability through
our adjusted operating profit performance which
incorporates IFRS 16 adjustments. See notes 2, 3 and 4
of the financial statements for further details.
Post-tax free cash flow
3
£382m
-17.8%
£382m
£464m
0
2024
2023
2022
Why is it important?
The Group is highly cash generative, capable of
delivering high returns from a relatively low capital
intensity. By monitoring this free cash flow metric,
we are able to actively manage our working capital
needs, meet our cash commitments and invest
in the business and allocate any surplus in line
with our capital allocation policy.
Return to shareholders
4
£348m
-4.8%
£348m
£366m
0
2024
2023
2022
Why is it important?
Returning cash through ordinary and special dividends
is an indicator of the Group’s profitability and clearly
demonstrates our ability to return cash which is
important to our shareholders.
Non-financial
23
B&M European Value Retail S.A.
Annual Report and Accounts 2024
Strategic Report Corporate Governance Financial Statements
Principal risks and uncertainties
B&M’s risk management
framework
Appropriate management of business and external risks is an essential part of operating the Group
effectively and creating value for stakeholders over the long term. In this section we provide an
overview of the Group’s approach to risk management alongside an assessment of the Group’s
principal risks and mitigating controls, highlighting any changes during the period.
The Board has overall responsibility for the
management of risk and the identification
of principal risks that may affect the Group’s
operations, financial performance or strategic
objectives. The Group’s risks and mitigations
are monitored and controlled by executive
management. The Chief Financial Officer
ensures that each principal risk has an
executive owner and coordinates the regular
review process by the Board and also the Audit
& Risk Committee as part of their oversight of
the Group’s system of internal controls. Given
the relative importance of the Group’s UK
activities, responsibility for the principal risks is
consistently led by UK executive management.
Where a risk materially affects French
and Heron operations, for example cyber
security, then that executive owner will also
coordinate with local executive management
counterparts, and the Group will adopt a
consistent Group-wide risk tolerance.
The Group’s Internal Audit function, led by
the Head of Internal Audit, also assesses
the ongoing business risks of the Group.
It reports on the effectiveness of internal
control procedures to the Audit & Risk
Committee. In assessing risk, it considers the
Group’s risk mitigating actions and provides
recommendations to management to improve
business processes and limit their exposure
to risk.
The Group’s approach to reviewing
risk appetite is part of a bi-annual risk
management cycle, which is used to drive
and inform actions in relation to the principal
risks identified by the Board. The executive
management risk owners prepare a written
update for the Board, which summarises
internal and external developments in the risk
environment. This update is then discussed at
the Board, together with the output of a horizon
scanning exercise conducted by Internal Audit.
As part of that risk review process, the Group’s
appetite for risk is also defined with reference
to the expectations of the Board for both
commercial opportunity and internal control.
This is then used by the Board to ensure
executive management are mitigating and
eliminating risk exposure on a timely basis, in
line with Board expectations and for setting the
Group’s internal audit plan each year. The Audit
& Risk Committee is responsible for ensuring
any material controls in place as part of the
Group’s risk mitigation are effective. They are
formally reviewed once per year, but will also
be addressed through the regular and more
frequent Internal Audit review process.
Assessment of risks
The Directors confirm that they have made
a robust assessment of the emerging and
principal risks and uncertainties facing the
Group, including those that would threaten
its business model, future performance,
or solvency. A summary outcome of that
assessment is set out in the heat map overleaf.
The heat map indicates the Board’s view of the
likely degree of impact of each risk after taking
into account the risk mitigations referred to in
the principal risks table.
Risk framework
Board
Overall responsibility for risk management
Audit & Risk Committee
Oversees risk management process
Executive Management
Manages specific risks and embeds risk
management throughout the Group
Internal Audit team
Oversees and assists in process
implementation and reports to
Audit & Risk Committee
24
B&M European Value Retail S.A.
Annual Report and Accounts 2024
3
2 6
7
1
5
8
9
4
HighLow
Impact
HighLow Likelihood
Principal risks heat map
1
Supply chain
2
Competition
3
Economic environment
4
Regulation and compliance
5
International expansion
6
Political uncertainty
7
IT systems, cyber security and business continuity
8
Key management reliance
9
Store expansion
Principal risks table
The table below describes (i) the main risk
exposures identified by the Board in relation
to our Group businesses, (ii) the mitigating
factors which relate to how the Group
manages each of the risk exposures, and (iii)
the linkage between the business strategy
and the relevant risk exposures. The Group
summarises (where relevant) key actions
arising in the year in relation to how the Group
has addressed certain aspects of these risks.
The Group has also indicated where there
were any changes in the profile of any of the
risks, which reflects the Board’s view of the
current trend in relation to those risks.
The risks set out in the table are not exhaustive
but represent the main risks to the Group in
relation to the period under review.
Key changes to principal
risk disclosures
The Group previously reported on the potential
risks of ineffective stock management and
failure in the Group’s warehouse infrastructure.
Through the Group’s mitigation efforts and
strengthening of controls, the Directors now
believe that these are no longer principal risks
for the Group. The Group has introduced a
tightly controlled process on committing to
stock purchases and on clearing seasonal
stocks before the end of each selling season
which is underpinned through a newly
introduced merchandising system. This has
demonstrated its effectiveness through FY23
and FY24, and despite disruption from the Red
Sea attacks the Group has maintained good
stock availability while limiting the growth of
inventory balances. Similarly, the strengthening
in management and control of the warehouse
operations together with careful investments
in our operating systems and resilience has
improved the Group’s mitigated risk position on
warehouse infrastructure.
Climate change and ESG continue to be
significant topics within our risk management
discussions. We, however, do not view the
subject matter as a distinct area that requires
separate executive management and focus,
but instead believe that it is important that our
executive team embed ESG considerations
as part of routine business as usual activities.
We coordinate and facilitate all our activity
around ESG matters through our in-house
sustainability manager and also through the
support of specialist external consultants.
The growing risk from political uncertainty
and global conflict has also been considered
by the Directors. The war in Ukraine has not
to date had a material impact on the Group’s
operations, other than through consequential
industry-wide impacts on inflation rates for
energy and finished goods. The possibility of
conflict between China and Taiwan is growing,
and this would have a material impact on the
sourcing and potentially pricing of our General
Merchandise product ranges. This conflict
risk is properly considered through our supply
chain principal risk, and the Group has made
a conscious decision to not compromise its
commercial ranging and to continue to source
products using currently optimal channels.
The global political landscapes are also
likely to change significantly during 2024,
particularly given the number of elections
being conducted. The Directors concluded that,
should these lead to different fiscal policies or
regulatory approaches being adopted these
could have a material impact on the consumer
and operating environment and hence the
Group’s financial results. In order to ensure that
this risk is carefully monitored and mitigated
against it has been added as Principal Risk 6
“Political uncertainty”.
Principal risks and uncertainties continued
25
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Annual Report and Accounts 2024
Strategic Report Corporate Governance Financial Statements
Link to strategy key Risk change key
1
Existing B&M UK stores
2
New B&M UK stores
3
France growth
4
Heron Foods growth
Increased risk
No change
Decreased risk
1
Supply chain
Description and potential impact Strategic priority Change
Imported goods from China and other Far East countries represent a very significant proportion of the Group’s General
Merchandise products, and we have material dependence on the continuing smooth flow of these supply sources.
Any lead time delays in the supply chain could result in lower sales and potential loss of margin through reduced
availability and/or higher markdowns if goods arrived out of season. Disruption could arise from a wide range of hard-
to-anticipate factors including war, civil unrest, natural disasters, disease pandemics and ethical trading issues.
In particular, the Group notes the rising tensions between China and Taiwan, and the consequential impact on Chinese
relationships with the US and European nations. Any disruption to our sourcing channels from China would require a
material proportion of our General Merchandise ranges to be switched to potentially less efficient manufacturers in
different regions. This process would be significantly disruptive and would place reliance on new manufacturers
and products.
1 2 3 4
Risk mitigations Key actions in 2023/24
• The Group has an experienced buying team which is responsible for
maintaining an efficient and effective supply chain.
• A range of alternative supply sources are maintained across the
product categories, we have explored alternative countries of sourcing,
and (subject to a general reliance on China-based merchandise
manufacturers) we are not reliant on any one single supplier.
• The Group has anti-bribery and corruption and anti-modern slavery
and human trafficking policies in place in relation to its supply chain.
• A combination of individual buyers and sourcing agent employees
conduct supplier factory visits.
• Our Import supply chain management system is a multi-carrier option,
enabling us to utilise multiple shipping line options across all trade
lanes, where necessary.
• Stock cover in the B&M business on General Merchandise imported goods
ensures levels of inventory are adequate to meet periods of supplier delay.
This cover was tested in practice with the Red Sea delays, and it is believed
by executive management that the impact on availability and seasonal
launches was limited.
• Continued review of supplier social compliance processes by our
sustainability manager to monitor transparency in the supply chain.
• Working with suppliers and freight forwarders to forecast and remain
vigilant in relation to challenges regarding the transportation of goods:
– Continued development of an enhanced forecasting system to predict
the volume of product sales and provide oversight of the flow of stock
through our system.
– Strengthened supplier performance and lead time reporting, ensuring
our approach is dynamic against supply chain distribution risk.
2
Competition
Description and potential impact Strategic priority Change
The Group operates in highly competitive retail markets in the UK and France which could materially impact the
Group’s profitability, share price and limit growth opportunities.
1 2 3 4
Risk mitigations Key actions in 2023/24
• Continuous monitoring of competitor pricing, store formats and product
offering.
• Development of new product ranges within the product categories to
identify new market opportunities and target new customers.
• The Group has maintained its stock discipline, ensuring that seasonal
ranges are sold through in full. This allows the Group to maximise
“newness” for customers each year and avoids the risk of mispriced
stock in a period of deflating freight costs.
• The Group has continued to maintain its strict SKU count discipline
within product ranges, which enables it to react quickly to ever changing
consumer tastes, trends and buying habits.
• Around half of the Group’s revenues in the period continues to come
from, typically essential, food and FMCG goods. This has allowed the
Group to remain insulated from any downturn in consumer spending
and resilient against our competitors whilst continuing to meet our
customers’ needs.
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B&M European Value Retail S.A.
Annual Report and Accounts 2024
3
Economic environment
Description and potential impact Strategic priority Change
A reduction in consumer spending, as a result of either consumer confidence levels or prevailing macroeconomic
conditions, could impact upon revenue and profitability.
Inflation manifesting itself though increases in raw material, fuel and wage costs could adversely affect the
profitability of the business.
1 2 3 4
Risk mitigations Key actions in 2023/24
• We have an effective forecasting process that enables operating actions
to be undertaken reflecting economic conditions.
• We offer a range of products and price points for consumers which
allows them to trade up and down.
• We maintain a low-cost business model that allows us to maintain our
selling prices as low as possible and our pricing gap to key competitors.
• The Group has engaged extensively with suppliers on proposed price
changes. While maintaining a constructive and fair approach, we have
continued to ensure our stores are well stocked with the best-selling
products, at attractive prices relative to competitors.
• Management has continued to proactively respond to changing sales
patterns throughout the year, adapting product ranging and promotion
in stores, for example increasing entry level SKU choice.
4
Regulation and compliance
Description and potential impact Strategic priority Change
The Group is subject to a range of regulatory and legislative requirements, including those relating to the importation
of goods, pricing, anti-bribery and corruption, anti-modern slavery, anti-tax avoidance and evasion, health and
safety, employment law, general data protection regulation (“GDPR”), control of pollution and contamination to the
environment, the Listing Rules, Transparency laws and regulations and the Groceries Supply Code of Practice (the
“Groceries Code”). The impact of failure to comply with laws and regulations could lead to financial penalties and
significant reputational damage.
1 2 3 4
Risk mitigations Key actions in 2023/24
• The Group has a number of policies and codes, including a code of
conduct which incorporates an anti-bribery and corruption policy, which
outlines the mandatory requirements we apply to our business. Our
codes and policies are communicated to staff along with our employee
handbook which is made available to everyone joining the business.
• We actively seek to identify and manage compliance with all applicable
new legislation and regulations which apply to us in Luxembourg, the UK
and France. Reports on new regulatory developments are provided by
the General Counsel and management directly to the Board as well as its
Committees. The Internal Audit function of the Group includes assurance
testing and auditing of the Group’s implementation of new areas of
regulatory compliance.
• We have a whistleblowing procedure and policy which allows colleagues
to confidentially report any concerns or inappropriate behaviour within
our business.
• In relation to anti-modern slavery and other standards relating to
human rights within our supply chain, the buying teams are charged
with ensuring that every supplier adheres to our Workplace Policy
standards.
• The Company has a Group-wide GDPR policy and all associated materials
are reviewed to ensure they are GDPR compliant.
• Our Groceries Code compliance programme includes guidance and
training for colleagues, monitoring of compliance, reporting of potential
non-compliance issues, dispute resolution procedures and a Code
Compliance Officer who oversees compliance and the resolution of
code-related issues with suppliers. Oversight of our compliance with the
Grocery Code is carried out by management and reviewed by the Audit &
Risk Committee as a standing agenda item at each of the meetings of that
Committee throughout each year.
• Appointment of new Group General Counsel and Chief Compliance
Officer during the year.
• Mandatory training for all management and support centre colleagues
using an e-learning portal has continued throughout the year.
• Our Groceries Code Compliance Officer and Group Internal Audit
team have actively engaged during the year with the Groceries Code
Adjudicator (“GCA”) in relation to our action plans and follow-up work
during the year.
• The Group has continued reporting in line with the Task Force on
Climate-related Financial Disclosures (“TCFD”), and has commenced
preparations for upcoming changes in UK and EU reporting legislation.
Principal risks and uncertainties continued
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B&M European Value Retail S.A.
Annual Report and Accounts 2024
Strategic Report Corporate Governance Financial Statements
5
International expansion
Description and potential impact Strategic priority Change
Developing our businesses in new market territories is important to the Group’s strategic plans. Expanding into markets
creates additional challenges and risks which could impact the overall performance of the Group, its growth and
profitability. The Group operates in highly competitive retail markets in the UK and France which could materially impact
the Group’s profitability, share price and limit future growth opportunities.
3
Risk mitigations Key actions in 2023/24
• The Group has international retail experience on the Board.
• Continued reinforcement and development of the experienced senior
leadership teams in France in key operational areas.
• Given insight, relationships and sourcing scale, UK support is provided
for product range development and selection by local buying teams.
• The Group continues to invest in both the infrastructure and technology
of our French business.
• Given differences in local laws and regulations, external legal support,
with strong local relevant experience, is retained in place.
• We continued to strengthen the senior leadership team in France and
continued the involvement of management from the UK to transfer
operational knowledge to colleagues in France.
• We have continued to open additional stores, increasing the scale and
presence from which we operate.
• A Board visit was organised to the French business, including presentations
by the executive team, to ensure that Directors understand first hand the
trading environment and management perspectives.
6
Political uncertainty
Description and potential impact Strategic priority Change
Upcoming elections across the world create an increased likelihood for governments to adopt different regulatory
approaches, political stances and fiscal policies. There is also a growing risk of further armed conflict in Eastern
Europe and rising tension between China and Taiwan. This could impact consumer certainty and thus our revenue
growth as well as our supply chain and operating costs, thereby affecting the profitability and cash generation of
our operations.
1
4
Risk mitigations Key actions in 2023/24
• Changes in the operating environment are likely to affect all participants
in the retail industry.
• The Group’s business model has been proven to trade well through all
economic environments, and has tended to outperform other industry
participants in weak market environments.
• Operating costs are tightly managed, and the Group maintains dynamic
monitoring of its trading, in order to respond to the market environment.
• Executive management and the Board regularly review market
commentary to understand the changing political landscape.
• Regular Board discussions on the political and regulatory environment.
7
IT systems, cyber security and business continuity
Description and potential impact Strategic priority Change
The Group is reliant upon key IT systems, and disruption to such systems would adversely affect business operations
including those at the distribution centres and stores. The potential impact of a failure to protect and maintain our
data and systems could lead to significant business disruption, reputational damage and in the case of a loss of
personal data, potential prosecution. This also applies to any failure to protect the Group’s IT systems and data from
viruses, cyber invasive threats, corruption or sabotage.
1 2 3 4
Risk mitigations Key actions in 2023/24
• All critical business systems have third-party maintenance contracts in
place and those systems are industry standard retail business systems.
• IT investments and budgets are reviewed and approved at Board level. IT
security is monitored at Board level and includes third-party penetration
testing and up-to-date security software.
• The Group has a disaster recovery strategy and plan in place for all of
our key systems.
• Significant decisions for the business are made by the Group or operational
boards with robust IT controls and segregation of duties enforced.
• Continued tightening of the Group’s cyber posture with introduction
of common Group-wide security standards and security platform.
• Ongoing investment in the Group’s technology replacement cycle
ensuring hardware and software remains within support.
• Disaster recovery approach continues to be enhanced with upgrades to
back-up, network and testing implemented during the year.
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Annual Report and Accounts 2024
8
Key management reliance
Description and potential impact Strategic priority Change
The Group is reliant on the high quality and ethos of the executive team as well as strong management and
operational teams. There is a risk that a lack of succession planning for senior colleagues could impact the overall
performance of the business.
1 2 3 4
Risk mitigations Key actions in 2023/24
• Key senior and operational management are appropriately incentivised
through bonus and share option arrangements to retain talent.
• The composition of the executive team is kept under constant review
to ensure that it has the necessary resources and skills to deliver the
Group’s plans.
• The Nomination Committee has developed succession plans for the
Board of Directors and key senior operational management resourcing
positions. It also reviewed the wider senior management resourcing
needs of the Group.
• Succession planning has been regularly reviewed by the Nomination
Committee throughout the year ensuring succession plans for key
senior management through to executive positions.
• The Group has continued to develop the senior management teams
of its businesses. This has included the appointment of a new General
Counsel, ensuring that senior leaders have exposure at the Board and
supporting key executives with external leadership training.
9
Store expansion
Description and potential impact Strategic priority Change
The ability to identify suitably profitable new store locations is key to delivering our growth plans. Failure to identify
suitable locations in areas targeted for new stores could impact upon store expansion plans and reduce the rate of
growth in the business.
2 3 4
Risk mitigations Key actions in 2023/24
• Our CEO actively monitors the availability of retail space with the support of
internal and external property acquisition consultants.
• The flexibility of the trading format allows us to take advantage of a range
of store sizes and locations.
• Each new store opening is approved by the CEO ensuring that property
risks are minimised and that lease lengths are appropriate.
• Where new locations may impact on existing locations, the cannibalisation
effects are estimated and then monitored and measured to ensure that
there is an overall benefit to the Group.
• The Group has continued to proactively screen the market for new
location opportunities and to also respond swiftly to enquiries. The
market is also monitored for opportunities arising from retailer corporate
actions (e.g. insolvencies such as that of Wilko).
• Sales densities are measured routinely across all three businesses to
ensure that new store space sales densities are accretive to the overall
Group. The Group continues to review new store opening opportunities
in current store locations, to replace older generation stores with better
quality sites and premises, and via acquisition of adjacent space to
expand stores and optimise performance.
Principal risks and uncertainties continued
29
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Strategic Report Corporate Governance Financial Statements
Viability Statement
In accordance with the UK Corporate
Governance Code, the Directors have assessed
the viability of the Group. This assessment
has been based upon the Group’s three-year
strategic plan (the “plan”) and has taken into
account the current position of the Group, the
principal risks and uncertainties as detailed
on pages 23 to 28 of the Strategic Report and
the Group’s prospects.
We set out our strategic plan on a three-year
cycle, which is common practice in the retail
sector. We believe this is appropriate as we
operate in a competitive retail environment
and need to be able to react to changes in
retail markets and consumer trends. Given
the fast-moving nature of the retail industry
and macroeconomic environment, and the
lack of long-term contracts and typically rapid
investment cycles, the Board believe that
forecasting beyond a three-year period is an
unproductive exercise, and note that this is
consistent with the approach of many of our
analysts.
In making their assessment the Directors
considered:
• the Group’s current balance sheet, its strong
track record of generating operational
cash flows and returns to shareholders
and stress testing of the key trading
assumptions within the Group’s plan;
• the Group’s published strategy for
growth, that encompasses driving UK LFL
1
performance, UK new store rollout and
the continued growth of Heron Foods and
B&M France;
• the potential impact on the Group’s
business model, future trading expectations
and liquidity of one or more of the principal
risks set out on pages 23 to 28 occurring in
the period;
• the likely degree and effectiveness of
possible mitigating actions in relation to
the principal risks; and
• the Group’s debt facilities of £450m in
relation to the term loan and revolving
credit facility which matures in March 2029,
the high yield bond of £156m remaining
outstanding which matures in July 2025
and the two high yield bonds of £250m
each maturing in November 2028 and 2030
respectively. Based on discussions with
market professionals and the lenders, the
Directors have no reason to believe that
the Group would not be able to refinance
the £156m bond on acceptable terms,
however, the Directors have not relied
upon this refinancing occurring in reaching
their assessment.
The stress testing undertaken included the
flexing of a number of key assumptions within
the three-year plan, namely future revenue
growth, including both LFL
1
revenues and
revenues from the new store openings, gross
margins, operating costs, the impact of interest
rates and working capital management,
which may be impacted by one or more of the
principal risks to the Group.
A number of other severe but plausible
scenarios were considered by the Board.
They included:
• a decline of 10% of LFL
1
annual sales in the
Group’s main UK trading business, B&M
UK, as a result of competition increasing
and B&M returning to a pre-pandemic level
of sales;
• a significant decline in the gross margin of
the Group’s main UK trading business due
to higher costs of imported goods arising
from commodity price increases, increases
in import duties and adverse currency
exchange movements; and
• a range of other severe scenarios which
could have a material impact on the
Group’s main UK trading business,
including for example, a major fire at one
of its distribution centres, cyber threats and
significant cost inflation.
The Board considered the mitigating steps
which they would take to protect the Group
in the event of any of those scenarios arising,
and determined that the following measures
would be necessary to protect its cash flow
and liquidity:
• the temporary suspension of
dividend payments;
• limiting capital expenditure to
essential maintenance only; and
• suspension of new store
opening programmes.
The Board has also considered reverse stress
testing to determine the extent to which cash
flows would need to deteriorate before fully
utilising the Group’s funding headroom.
Each of the above scenarios exceed the
impacts of principal risks which the Group
has encountered in its trading experience to
date. Based on the assessment, stress testing
and mitigating actions referred to above, the
Directors confirm they have a reasonable
expectation that the Group will be able to
continue in operation and meet its liabilities
as they fall due over the next three years to
27 March 2027.
1. One-year LFL revenues relate to the B&M UK estate only (excluding wholesale revenues) and are based on either 53 week versus. 53 week or 14 week versus 14 week
comparison periods. They include each store’s revenue for that part of the current period that falls at least 14 months after it opened compared with its revenue for the
corresponding part of FY23.
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Annual Report and Accounts 2024
Corporate social responsibility
Our ESG strategy is based around the four pillars of environment, colleagues,
communities and supply chain. We continue to make progress in delivering
against the targets that underpin our ESG strategy.
Table 1: Our key ESG objectives, targets and progress made in FY24.
Objective Target(s) FY24 Progress
Environment
Reduce absolute Scope 1 and 2
carbon emissions by 25% by 2030
against FY21 baseline.
25% reduction in absolute Scope 1 & 2 by
2030.
Install light emitting diode (“LED”) lighting
in all B&M UK stores by FY27.
Maintain BeMS penetration in B&M
UK stores.
Our Scope 1 and 2 emissions reduced by 1.3% since FY21
(baseline). Annual average reduction of 2.8% is required to meet
the Scope 1 and 2 target. However, we reduced our total emissions
(Scope 1, 2 and 3) by 19.7%. LEDs: 661 B&M UK stores (89%).
Building energy management systems (“BeMS”): 657 B&M UK
stores (89%).
Reduce Scope 3 emissions through
working with our suppliers
Engage with 67% of suppliers, by spend,
to set science-based targets by FY27.
Engagement with an additional 70 suppliers (52% of spend), in
addition to the top 30 engaged with previously. Therefore, we
have engaged with 100 suppliers in total.
Maintain a high level of packaging
recycling and reduce use of plastic
packaging
Maintain progress. Continued to develop innovative ways to reduce plastic
packaging.
Colleagues
Provide colleague development and
promotion opportunities through a
range of training programmes
Maintain >90 “Step Up” promotions
per annum.
515 colleagues participated in our development “Step-Up”
programmes supporting colleagues to become department
managers, deputy managers and store managers.
Maintain high levels of colleague
engagement across the Group
Maintain. 71% of B&M UK colleagues engaged in our employee survey.
While this figure was below the overall target, it provided
valuable feedback from most of the employees surveyed.
B&M adopted a more streamlined procedure and survey
methodology, to enable a more data driven analysis of
employee feedback.
Develop a diverse and inclusive
workforce
To maintain female representation
at Board and Exco level to at least 40%.
To increase ethnic diversity in senior
management to at least 10% by the end
of FY27.
Female Board/Executive Committee reports: 42.7%
Reward strong business performance
through payment of discretionary
bonuses to Store, Distribution and
Support Centre Managers
Maintain. Discretionary Golden Quarter bonus awarded to high-
performing leaders in stores.
Discretionary bonuses awarded to high-performing
colleagues in distribution and support centre roles.
Communities
Committed to a target of having not less
than 1,200 B&M stores across the UK
Not less than 1,200 stores. There were 47 B&M UK gross store openings. Total B&M stores
across the UK are 741.
Contribute to the regeneration of local
communities through the creation of
new jobs
Creation of new jobs is linked to new
store openings.
Approximately 700 new retail jobs in the UK and France.
Support local and national charitable
initiatives
Maintain an ongoing programme. B&M UK, B&M France and Heron Foods colleagues held
and contributed to various charitable initiatives, including
Macmillan, Fashion and Textile Children’s Trust, and Cash for
Kids charities (see page 37).
Supply Chain
Committed to ensuring ethical
business practices and the fair
treatment of workers in our
supply chain
Maintain. We have a compliance assurance programme in place that
continues with our supply chain. In 2023, B&M came third in
the annual Groceries Code Adjudicator compliance survey and
ahead of many major UK grocery retailers, with over 97% of
grocery suppliers stating that B&M complied with the Groceries
Supplier Code of Practice.
Pay all suppliers fairly and treat them
with respect
Maintain trade creditor days of <35
(invoices need to be paid in this timeframe).
B&M UK trade creditor days: 26.
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Annual Report and Accounts 2024
Strategic Report Corporate Governance Financial Statements
Our approach to ESG
is to:
• deliver our growth
strategy for the benefit
of all our stakeholders;
• build our business in a
sustainable way; and
• apply our principles of
excellence, speed, teamwork
and hard work to the
successful delivery of
our ESG Strategy.
The Board is committed to the implementation
and monitoring of our ESG strategy. During the
financial year, the Board continued to monitor
and receive updates on our ESG strategy and
to provide input on our ongoing and planned
future projects. Each of the executive directors
had an ESG-related target in their annual
incentive plan objectives for FY24.
B&M works closely with a specialist third-party
consultancy, Inspired ESG, to help benchmark
and inform its strategic approach regarding the
impact of climate change and to develop its net
zero roadmap.
We acknowledge that our approach will need
to evolve over time. In that regard, the Board
remains committed to monitoring progress
against our ESG strategy, and to making further
developments when appropriate.
In relation to governance and decision-making
regarding stakeholders’ interests, please see
the Stakeholders and Section 172 report on
page 54.
Our environmental policy is to:
• grow our business sustainably whilst supporting the customers and
communities we serve;
• operate and maintain a modern, clean and efficient operational
infrastructure in relation to stores, distribution centres and transport
fleet for the benefit of all our customers and colleagues in the UK and
France; and
• continuously look for opportunities to reduce or minimise our
environmental footprint where we can, particularly in areas of scale in
our operations where we can make an impact.
Environmental sustainability
For the purposes of this Annual Report, we
have outlined below the impacts of our
environmental policy, and how we have
applied it during this financial year. Additional
information regarding progress we have
made this year regarding climate change and
mitigation measures, are outlined in our TCFD
section of the annual report.
Transport and Distribution
From reducing the number of trips to making
our fleet greener, we constantly research
opportunities to reduce our Scope 1 emissions.
Our UK transport fleet is fitted with Euro 6
engines, which are the latest standards for
Environment
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Annual Report and Accounts 2024
Corporate social responsibility continued
emission compliance. We have continued
to invest in double decker “wedge” trailers,
which increase trailer capacity and therefore
maximise transport volumes intensity per
mile travelled. We have invested in energy-
efficient handling equipment including
lithium-ion picking and loading forklifts in
our warehouses. We are monitoring driver
performance across our B&M and Heron
Foods transport businesses, rewarding
fuel-efficient driving and thus reducing diesel
emissions. Training and education sessions
are held for our B&M HGV drivers, to embed
behavioural changes amongst our colleagues,
reducing our transport emissions. We are using
Paragon transport planning software system,
to identify the most efficient transport routes
that minimise the number and distance of trips
from distribution centres and stores.
Heron Foods have continued to convert their
company car fleet to electric vehicles, resulting
in 20% of the fleet being fully electric at the
end of 2023. Heron Foods are actively trialling
electric HGVs from several manufacturers.
However, due to range limitations, it is difficult
to currently adopt electric HGVs at a large
scale.
Waste and recycling
A major source of waste in our operations
results from product packaging. Where
possible, we collaborate with our suppliers,
to review and identify opportunities to reduce
the amount of product packaging. This
reduces costs, weight and wastage of excess
packaging. Examples of packaging innovation
include replacing plastic packaging using
cardboard and ribbon-like materials to wrap
cushions and developing a hanger made
of fabric, as opposed to plastic, to display
bedding in stores. This reduces wastage, as
left over fabric was used to make the hanger.
We continue to dedicate significant focus on
recycling and waste management. The total
level of packaging waste recycled by the Group
in FY24 was 99.8%.
Energy consumption
All new stores are now opened with energy
efficient light emitting diode (“LED”) lighting,
which uses up to 70% less energy. Wherever
practical, we are fitting LED lighting into existing
stores when conducting refurbishments.
We have LED and motion-activated lighting
installed in our main B&M distribution centre
and our Heron Foods distribution centre, to
reduce unnecessary electricity usage. As of
the end of FY24, 661 of our B&M UK stores (89%
of the total B&M UK estate) had LED lighting
installed and all B&M France stores are fitted
with LED lighting.
We have continued to rollout a Building Energy
Management System (“BeMS”) in all new, and
many existing, B&M UK stores to manage and
reduce their energy consumption. We continue
to experiment with variable lighting levels
during trading and non-trading replenishment
hours. We currently have 657 UK B&M stores
(over 88% of the total B&M UK estate) with
BeMS fitted. All B&M France stores are fitted
with BeMS systems. The installation of both
LED lighting and BeMS will be important as
the Group strives to achieve our Scope 1 and 2
Science Based Targets initiative (SBTi)-validated
targets relating to GHG emissions.
We have a rolling programme to install doors
on chillers and refrigerators across our stores.
We started in 2023 and advanced this plan in
2024. All new stores opened in the period have
been incorporated in this programme, and we
are now rolling the programme out to include
our other large B&M UK stores and smaller
stores, where technology permits.
Our B&M France stores reduce energy
consumption by optimising “free-cooling,” a
process of using external ambient temperature
to reduce heat, rather than using energy-
intensive refrigeration processes. For over
10 years, our B&M France stores have been
deploying BeMS across our estate portfolio,
which allows us to control, analyse and
optimise the energy needs of each of our
stores. B&M France have implemented several
energy efficient systems, such as lighting
that operate on a schedule and temperature
controls, where several sensors control the
temperature via the opening of air conditioning
valves to cool the store using air from outside.
B&M France are working on adiabatic
(temperature management) system which will
be tested in stores in 2024.
We are continuously reviewing our estate
to identify potential energy reduction
opportunities, including onsite renewable
power generation. We are conducting
feasibility assessments across our businesses
for the installation of solar panels. In FY24,
Heron Foods have conducted a pilot project
for solar panel installation in its warehouse,
with the planning of the installation in the
final stages. We will use this project to inform
decision making and share best practice
across the rest of the Group. We aim to conduct
site surveys across our estate, to identify
further areas for potential energy saving
opportunities.
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Annual Report and Accounts 2024
Strategic Report Corporate Governance Financial Statements
Our policy and
commitment in
relation to our
people is to:
• provide equality of
opportunity in relation to
recruitment and promotion;
• provide modern, safe and
clean working environments
at our stores, distribution
centres and in our transport
operations; and
• ensure that all colleagues
are treated with dignity
and respect.
See page 34 for more information on
diversity and equality
As well as our overall policy above, we
also have several detailed supplementary
policies relating to our terms and conditions
of employment and workplace matters.
These policies are designed to ensure that we
provide appropriate safeguards and practices
for the benefit of all colleagues throughout
our business, and to ensure compliance with
relevant legislation.
Through these policies, we can support the
ongoing growth of the business. The Group
employs over 40,300 people across our
three businesses, in roles covering stores,
distribution and support centres. Attracting
new and retaining existing colleagues as
our operations expand remains crucial to
the continued success of the Group and
so we retain a strong focus on colleague
development, wellbeing and reward.
In FY24, we created over 700 new retail jobs
(excluding the ex-Wilko employees), in the
UK and France, driven by our store rollout
programme. We continue to make a positive
contribution to local communities by offering
job opportunities, skills development and
training.
Colleague progression
We provide development opportunities for
talented colleagues across our business. Our
‘Step-Up’ career development programme
involved over 500 colleagues across our
stores train to become Department, Deputy
and Store Managers. We have continued our
“Warehouse to Wheels” initiative, offering
training opportunities for distribution centre
colleagues to become HGV drivers.
In FY24, B&M France offered a variety of
training programs for colleagues, including
office automation and English. These
programmes allow our colleagues to learn a
new skill, developing their knowledge further.
Colleague engagement
Tiffany Hall is the Group’s Designated Non-
Executive Director for Workforce Engagement
1
.
Tiffany oversees the effectiveness of our
workforce engagement initiatives, and reports
to the Board on the outputs during the financial
year.
There is a standing agenda item at two Board
meetings each year for the Board to consider
reports from the Workforce Engagement
Director. This enables the Board to monitor
progress, consider feedback and discuss
outputs and actions with the executive
management team. This is supplemented
by reports provided each year on colleague
engagement and pay by the General Counsel
to the Remuneration Committee.
Colleagues
1. As announced on 5 June 2024, Paula MacKenzie will succeed Tiffany Hall as Designated Non-Executive Director for Workforce Engagement on conclusion of the Annual General
Meeting on 23 July 2024.
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B&M European Value Retail S.A.
Annual Report and Accounts 2024
We continued to build our colleague
engagement survey this year, for B&M UK
and Heron Foods employees. The B&M UK
response rate was 71% and we were pleased
to see high levels of employee engagement.
Based on the feedback from our colleagues
through the engagement surveys and regular
listening sessions, we implemented several
additional steps. As a result, the following
outputs have been implemented by the senior
management team:
• a new Employee Assistance Programme
(EAP) launched across the business;
• mental Health First Aiders re-published
and communicated, ensuring trained
colleagues can spot and support
colleagues exhibiting mental health
challenges; and
• B&M Benefits online platform offers
instant discount codes, helping colleagues
receive discounts on shopping, travel and
entertainment with other organisations; and
• B&M Benefits Reward and Recognition
launched e-cards for UK colleagues,
enabling colleagues to share their
appreciation and thanks.
We have created a new bulletin section on our
B&M Benefits online platform, with regular
blogs and company updates. In FY24, we
developed the online HUB, which delivers
regular communication for stores, with an app
version for managers in retail. Furthermore,
‘Comms Zones’ have been introduced in all
distribution centres and transport hubs for
employees. We host regular listening groups
for colleagues across retail, supply chain and
support centre.
Colleague wellbeing
We provided colleagues with “double discount”
weekends on General Merchandise products
on eight separate occasions and on three of
those occasions it was across all departments.
Double discount is applied as a thank you to
all colleagues for their efforts and contribution
throughout the year, recognising the cost-of-
living pressures on many of our colleagues
and to recognise their loyalty and hard work.
Other colleague wellbeing initiatives have
also occurred in FY24, including advocating
Movember and raising money for MacMillian
Cancer Support. In FY24, we introduced mental
health training to all store managers.
B&M and Heron are advocates for mental
wellbeing. In FY24, Heron held menopause,
mental health, and domestic abuse awareness
sessions. Mental health training was continued
in FY24.
B&M UK and Heron both launched online
Employee Assistance Programmes. The
Programmes provide a comprehensive
telephone helpline available 24 hours a day, 7
days a week, 365 days per year to provide all
colleagues with immediate telephone support
where they may need it most, including:
• work related issues including management,
stress, workplace relationships, bullying
and harassment;
• anxiety, stress, depression, low self-
esteem, anger management;
• family, Marital and relationship issues;
• substance and alcohol misuse/
dependency;
• retirement;
• domestic abuse;
• health, critical illness and bereavement;
• lifestyle, exercise, diet and general
wellbeing;
• personal legal information;
• medical information (available Monday to
Friday, between 9am and 5pm);
• telephone advice relating to critical
incidents;
• management consultancy support.
The benefit of offering this type of service
is improving the wellbeing of colleagues. It
can help reduce absenteeism and improve
productivity of colleagues in the workplace.
Colleague reward and recognition
We reward our store managers and
supervisors through an annual bonus scheme,
which we supplemented with a further Golden
Quarter bonus for the top quartile of store
managers based on sales performance
and store standards. Our schemes are kept
simple and transparent, and are designed to
be stretching and motivating, ensuring our
stores deliver the best possible shopping
experience to customers. We have an annual
bonus scheme for managers in our distribution
centres who lead various warehouse and
transport teams.
Diversity and equality
In relation to diversity the B&M Board had
a 37.5% female representation at the year-
end, with three females out of the eight
Board members. In accordance with Listing
Rules targets, the Board has one female
Board member in a senior position, and one
Board member is from an ethnic minority
background. In May 2024, Nadia Shouraboura
will be appointed at the OGM, which will
increase the proportion of female directors on
the Board, therefore in the next financial year
we will meet our 40% target. Following Ron
McMillan’s retirement at the Annual General
Meetings (AGM) in July 2024, the proportion of
female directors on the Board will increase to
50%.
The percentage of female representation
within the senior management of the Group,
reporting either directly to the Board or the
Executive Committee, was 42% (FY23: 40.3%).
In relation to all employees of the Group, the
percentage of female colleagues was 57%,
(FY23: 55.6%).
The percentage of ethnic minority
representation within the senior management
of the Group reporting either directly to the
Board or the Executive Committee was 3.7%
at the end of FY24. As recommended by the
Parker Review, the Company has voluntarily set
targets for 10% ethnic minority representation
within the senior management by the end of
FY27.
In FY24, the Company collected data in respect
of diversity from its new starters. Colleagues
are encouraged to provide their ethnic origin,
sexual orientation, religion, any disability
and gender in accordance with government
guidelines. Data collection is performed based
on self-reporting by the individual.
Our equal opportunities policies in relation to
our workforce are designed to recognise and
actively encourage the benefits of having a
diverse workforce across our business, which
is inclusive of all types of diversity. We aim to
ensure that all colleagues are treated fairly
and with respect, and that no employee is
discriminated against on grounds of gender,
race, colour, religion, age, disability or sexual
orientation.
This financial year, we signed the Disability
Confident Covenant. This means that our
recruitment processes support those with a
disability by being inclusive and accessible as
our vacancies are communicated through a
range of channels. We offer interviews to those
who declare a disability and explore ways in
which we can make reasonable adjustments
in the workplace, and support those already
employed in the workplace with disabilities.
Corporate social responsibility continued
35
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Annual Report and Accounts 2024
Strategic Report Corporate Governance Financial Statements
Gender pay gap reporting
In accordance with the Equality Act (Gender
Pay Gap Information) Regulations, we have
published our data online in relation to each
of our B&M UK and Heron Foods businesses
as of 5 April 2023.
The mean hourly pay rate of B&M UK
colleagues was 9.9% higher for males than for
females. This was equal when measured as a
median average. For Heron Foods, the mean
hourly rate for males was 21.2% higher than
females and the median hourly rate for males
was 4.8% higher than for females.
In relation to bonuses of B&M UK colleagues,
7.9% of females and 19.1% of males were paid a
bonus. On average, male colleagues received
bonuses 11.1% higher than their female
counterparts. However, when considering the
median average, male bonuses were 125.7%
lower than female bonuses. For Heron Foods,
4.2% of females and 28.1% of males were paid
a bonus. The mean bonus pay for females
was 36.5% lower than males and the median
bonus pay for females was 48.7% lower than
males. Colleagues of the Group in France and
Luxembourg are not included in this data.
Full details of the reports are available on our
websites at www.bandmretail.com and www.
heronfoods.com and on gender-pay-gap.
service.gov.uk.
Our diversity policy
in relation to the
Board and senior
management is:
• to ensure that the Company
maintains the necessary
skills, experience and
independence of character
and judgement of its Board
members and senior
management team, for the
Group to be managed
effectively for its long-term
success;
• while making appointments
based on merit so the best
candidates are appointed,
the Company recognises the
value which a diverse Board
and senior management
team brings to the business
and it embraces diversity in
relation to gender, race, age,
educational and professional
backgrounds; and
• together with the above
criteria, the Company also
recognises that diversity in
relation to international
experience, recent senior
management roles within
retail and/or supply chain
sectors, and previous
experience regarding
membership and leadership
of Board committees are also
relevant factors.
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Our policy in
relation to social
and community
engagement is to:
• continue to make investments
in new stores and new jobs in
local communities where we
are under-represented or not
represented at all;
• provide value for money to
our customers;
• build long-standing
relationships with our
suppliers; and
• promote ethical trading
policies and practices within
our supply chains.
In the communities we serve, we provide
shoppers with great prices, create local jobs
and help colleagues develop new skills.
We have continued to invest in new stores
throughout FY24, aiming to extend the reach of
our value for money proposition to areas where
we are under-represented or not represented
at all. This financial year, we opened 47 B&M
UK new stores 20 in Heron and 11 B&M France
new stores.
When we open a new store, we try to find a
hero from the local community known for their
charitable work, to perform the ribbon-cutting
ceremony on the opening day, generating
some publicity with the local media. We actively
encourage our store managers to maintain
relationships with the local hero going forward,
and to support the good work they do in their
community. In addition, for every new store we
opened in FY24, B&M donated £250 to a local
charity and invite them as the VIP to open the
new store.
We recruited 2,146 new store colleagues for ex-
Wilko stores in locations in England, Scotland
and Wales. Of this, 1,395 of the colleagues
are ex-Wilko colleagues. As these colleagues
already were employed, they were not
included in the new retail job figure in table 1.
B&M UK created a national work experience
programme in partnership with the
Department for Work and Pensions and
Department for Communities in Northern
Ireland. These programmes have helped
the long term unemployed get back to work,
providing valuable work experience in a
retail environment, with supportive mentors,
and a guaranteed interview at the end of the
placement. Over 1,790 colleagues completed
the 4-week programme and 1,203 were offered
employment.
In FY24, Heron Foods colleagues visited
schools to provide mentoring, apprenticeship
services and advice, as well as attending
careers events. Heron participates in the
‘Too Good To Go’ scheme, which allows local
communities to buy discounted food from
shops, which would otherwise go to waste.
Communities
Corporate social responsibility continued
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Strategic Report Corporate Governance Financial Statements
Charitable initiatives
In FY24, B&M UK, B&M France and Heron Foods
continued to support multiple charities. For
example, B&M chose to support Macmillan,
Fashion and Textile Children’s Trust and Cash
for Kids charities. There is now an option for
colleagues to donate cashback to Fashion and
Textile Children’s Trust.
Heron Foods have celebrated their top ten
fundraising stores for Cash for Kids. Certificates
are proudly displayed framed in each store.
Heron Foods held a summer of giving incentive,
where every store that raised more than £300
over the summer, provided their Area Manager
(AM) with a ticket into a prize draw.
In FY24, B&M UK raised £20,000 as our Support
Centre colleagues participated in Race for Life.
We raised £3,000 for Macmillan, through coffee
mornings held amongst our Supply Chain and
Support Centre employees. B&M UK partnered
with Proctor and Gamble to raise money for
Alder Hey hospital. Specifically, our charitable
donation totalled £11.4m in this period. We also
provided support through the donation of 199
pallets of additional stock.
Health and safety
The Board has overall responsibility for
ensuring that we maintain high standards
of health and safety across the Group. The
Board and the executive management team
monitor key performance indicators in relation
to health and safety trends in the business
on a bi-monthly basis, including reports on
the number of accidents and those reported
to the health and safety executive. We have
a dedicated health and safety team of
qualified professionals who are responsible
for ensuring that we comply with current
statutory requirements, and that our health
and safety policies are communicated to all
our colleagues. Our approach to health and
safety is one of education and continuous
improvement.
Our store management teams are trained as
responsible persons under our health and
safety policy for stores. There is a continuous
programme of training new recruits, where the
training is carried out for each new colleague
with reviews (and refreshers as required)
also taking place during the next 12 weeks
thereafter. Refresher training occurs for store
management colleagues. Over the course of
the last five years, over 5,000 store colleagues
have been trained as a responsible person,
demonstrating our commitment to the safety of
colleagues.
In FY24, there were 69 reported accidents (0.09
per store) reportable to the health and safety
executive relating to the B&M business in the
UK (FY23: 121 reported accidents and 0.17 per
store). This is in the context of over 277.4 million
shopper visits over the course of the year.
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Our policy in relation
to supply chain
engagement is to:
• ensure ethical business
practices and the fair
treatment of workers in our
supply chain;
• utilise sustainable or recycled
materials when designing
own-brand products
wherever possible; and
• pay all suppliers fairly and
treat them with respect.
We aim to foster long standing relationships
with our suppliers, who we regard as business
partners in terms of our relationships and
dealings with them. Many of our suppliers
have worked with B&M for several years
and have been able to share in our growth
and success during that time. They value the
simple, transparent pricing model that we
adopt, minimising the use of rebates and
retrospective discounts.
This year, we engaged with an additional 70
suppliers in addition to the 30 largest suppliers
already engaged with, selected based on
financial spend, compared to FY23. Our ESG
supplier questionnaire will help us to obtain
information regarding their GHG emission
measurement processes, reduction efforts of
our suppliers and their wider ESG ambitions.
This programme forms part of our supplier
engagement target to have 67% of suppliers
based on spend to set science-based targets,
which has been validated by the SBTi.
Ethical trading and our supply chain
We regard our supply chain as a key
differentiator, with our disruptive sourcing
process an essential feature of the B&M
business model. We are equally driven by
the need to ensure our supply chain partners
remain transparent, fair in their business
dealings and robust in their welfare policies for
their colleagues.
We recognise the need to ensure that the
products we sell are safe and fit for purpose
for our customers. As such, we have several
formal policies for suppliers, to ensure they
comply with local laws and regulations and our
own policy standards. These include:
• anti-bribery and corruption;
• supplier workplaces, covering anti-slavery
and respect for human rights, which all
suppliers are required to adhere to; and
• whistleblowing, in relation to reporting of
any suspected wrong-doing or malpractice.
Our policies and procedures are geared
toward what we think are effective, balanced
and reasonable processes. We strive to find
practical ways of improving the communication
of and adherence to our ethical business
practices.
Anti-bribery and corruption
We have a zero-tolerance approach to anti-
bribery and corruption. Colleagues in each of
our businesses are aware of the importance
of reporting any offers of inducements by
third parties immediately to the appropriate
executive management team director.
Supply chain
Corporate social responsibility continued
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Strategic Report Corporate Governance Financial Statements
Each year an annual review is undertaken of
our buying teams in the UK and France. For the
year under review, this due diligence process
disclosed no instances of any such activity
having taken place or having been suspected
in our business.
B&M UK, B&M France and Heron Foods all
have clearly communicated whistleblowing
procedures and processes. In the year under
review, no reports were made in any of our
three businesses of any instances of suspected
bribery or corruption in relation to employees
with suppliers or other third parties.
Anti-modern slavery
We have a zero-tolerance policy on slavery,
forced labour and human trafficking of any
kind in relation to our business and our supply
chains. In the last year, all three businesses
have continued to communicate our Workplace
Policy on the welfare rights of workers to their
existing and new suppliers. The standard
terms and conditions of purchase used with all
suppliers make it a condition that they adhere
to these Workplace Policy standards.
B&M communicate with suppliers on good
practise, ensuring they meet our standard of
ethical practise. The B&M Group is committed
to enforcing ethical business practices
throughout its supply chain through the audit of
its factories.
In the year under review, no reports have been
made to the Group of any instances of actual
or suspected modern slavery or human rights
abuses relating to human trafficking or other
kinds of forced labour in our supply chain.
A copy of our Anti-Slavery Statement and
Workplace Policy is available on our websites
at www.bmstores.co.uk, www.bandmretail.com
and at www.heronfoods.com.
Approach to risk management and due
diligence in our supply chain
In relation to the Group’s assessment of risk, for
leading household brand name suppliers we
operate based on reasonable reliance being
placed on those suppliers having their own
comprehensive procedures and policies. For
all other suppliers, particularly those supplying
General Merchandise goods from overseas,
the Group has alternative forms of checks and
verification processes. All overseas suppliers
are required to provide social compliance
reports, as a check on compliance with
local laws and regulations, including labour
practices. The Group outsources the vetting
and reviewing of those reports, to a specialist
team at our sourcing agent in Hong Kong,
Multi Lines International Company Ltd (“Multi
Lines”). They have a locally based team and
well-established processes and expertise
in performing such procedures. The Multi
Lines team conducts this service in relation to
suppliers sourced by them in their capacity
as sourcing agent for the Group and those
suppliers sourced directly by buying teams in
the UK. In addition, members of our buying
teams, where practical, visit new suppliers as
part of our verification processes.
Quality assurance
In relation to General Merchandise products
which are manufactured for the Group, we
have a well-established process of pre- and
post-production sample testing and approvals.
This is supported by our quality assurance
team and our own or suppliers’ external testing
houses being global certification providers. It
is supplemented by our own programme of
quality control inspections performed by Multi
Lines at factory premises prior to shipment.
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TCFD
Task Force on Climate-related
Financial Disclosures
Introduction
B&M (“the Group”) understands that the threat
of climate change to businesses is mounting,
and we all must play our part to reduce its
impact. B&M is a partner of wider industry
and national commitments. For example, the
British Retail Consortiums (“BRC”) net zero by
2040. Net zero is defined as a 90% absolute
reduction in Scope 1, 2 and 3 emissions by 2040
and offsetting the remaining 10%, which will be
essential to lower global emission levels.
The Task Force on Climate-Related Financial
Disclosures (TCFD) offers a framework
for businesses, to assess and manage
climate-related risks and opportunities.
This framework is structured around four
key areas: Governance, Strategy, Risk
Management, and Metrics & Targets. These
areas align with the core elements of how an
organisation operates. Within these areas,
the TCFD recommends 11 specific disclosures.
These disclosures provide a roadmap for
transparent reporting to stakeholders, ensuring
a comprehensive understanding of the
Company’s position regarding climate change.
We are pleased to publish our disclosure
aligned with the Task Force on Climate-related
Financial Disclosures (TCFD) recommendations
for the third year in a row, outlining our
progress in responding to the challenges
of climate change and embedding TCFD
guidance into our business operations. This
report builds upon our existing business
processes and environmental policy, by
incorporating the risks and opportunities
of climate change. In FY24, B&M complied
with the requirements of the Listing Rule
(“LR”) 9.8.6R by including climate-related
financial disclosures consistent with the
TCFD recommendations and recommended
disclosures. We consider our disclosure to be
consistent with all the TCFD recommendations
and recommended disclosures including
Section C of the 2021 TCFD Annex entitled
‘Guidance for all sectors’ and Section E of the
TCFD Annex entitled ‘Supplemental Guidance
for Non-financial Groups’.
Governance
Board oversight
The Board is responsible for overseeing
management’s response to climate-related
impacts and ensuring action plans are
embedded into the business strategy and
future financial planning, to mitigate climate-
related risks and capitalise on opportunities.
The Board ensures that there is an effective
system of internal controls within the Group for
the assessment and management of key risks.
For the year ahead, the Board retains overall
responsibility for climate governance and
action as this is integrated into our developing
ESG strategy. The Group encourage constant
communication and collaboration across all
levels of management, so that clear action
towards mitigating climate change is taken.
ESG, including climate change and associated
initiatives, is a standing agenda item at all
Board meetings each year, and was discussed
at each of the six Board meeting in FY24.
Climate-related issues are considered by the
Board, when making strategic or operational
decisions, to ensure it is embedded into the
business strategy and future financial planning,
to mitigate climate-related risks and capitalise
on opportunities. The Board’s approach to ESG
governance, including climate-related risks and
opportunities, remains an “at-one” approach.
We recognise the importance of collective input,
as we begin to implement our ESG strategy.
The Board reviews the need for a separate
governance committee annually. To support
the Board in fulfilling their climate-related
responsibilities, a training session was held
by our ESG Consultants, Inspired ESG, in FY23,
which covered climate change, TCFD, ESG and
net zero.
To demonstrate our commitment, Executive
Directors’ remuneration has been linked to the
Group’s achievement of metrics relevant to our
ESG strategy, including those of climate-related
matters.
Management’s role
The Board delegates the implementation
of processes and controls concerning the
management of climate-related risks to the
Executive Management Team (Exco) of the UK
and French businesses. Exco is responsible for
identifying and evaluating new and emerging
climate-related risks and assigning mitigating
actions. The assessment of the potential
impact of climate change on our business is
delegated to the sustainability manager.
Table 1: The Group Board and Committee structure used to disseminate climate-related information in the business
(as at 4 June 2024).
B&M’s Board
The Board of Directors of B&M has 9 members comprising the Chair, a Chief Executive Officer, a Chief Financial Officer, a Senior Independent
Non-Executive Director and 5 Independent Non-Executive Directors.
Audit & Risk
Committee
This Committee is made up of 4
Independent Non-Executive
Directors
Nomination
Committee
This Committee is made up of the
Chair and 6 Independent
Non-Executive Directors
Remuneration
Committee
This Committee is made up of 3
Independent Non-Executive
Directors
Workforce
Engagement NED
Tiffany Hall is the Designated
Non-Executive Director for
Workforce Engagement
1
Executive management (Exco)
The Group’s Exco are responsible for the day-to-day operational and strategic matters in relation to each of the businesses of the Group, which
includes B&M UK, B&M France and Heron Foods. Members of the broader senior management team hold regular monthly meetings led by the
Sustainability Manager to review progress and agree actions.
1. As announced on 5 June 2024, Paula MacKenzie will succeed Tiffany Hall as Designated Non-Executive Director for Workforce Engagement on conclusion of the Annual General
Meeting on 23 July 2024.
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Strategic Report Corporate Governance Financial Statements
Strategic decision-making on climate-related
matters is led by the sustainability manager
and the Group’s executive management.
First, the sustainability manager takes the
lead on assessing the potential impact and
likelihood of climate-related issues, which
is presented to executive management or
their team members, including the General
Counsel, internal audit, investor relations,
operations, and finance teams. Inspired ESG
conduct the climate scenario model analysis,
which uses the TCFD guidelines to compare
our performance against the recommended
climate-related risks, both transition and
physical. Decisions on how to manage the
Group’s risk responses are taken by the
Group’s Exco. Exco were informed about
climate change and the risks and opportunities
through the climate risk workshop in February
2024, which follows on from the workshop
and climate analysis conducted in FY23 and
FY22. The workshop was attended by a range
of business stakeholders, including members
of our ESG steering group, legal team, supply
chain team and buying team. The ESG steering
group meets twice a year and is responsible
for co-ordinating ESG-related initiatives in the
business, such as the LED lighting rollout.
Exco are informed about climate issues that
could be material to their line of responsibility
by either their team members responsible for
ESG matters, or directly by the sustainability
manager. The sustainability manager works
across the business, interacting with several
departments through our flat management
structure. The CFO is the executive director
responsible for updating the of the Board on
key climate-related information, which occurs
six times a year. The sustainability manager
reports to the CFO on climate-related matters
six times a year, prior to the CFO updating the
Board at meetings.
In FY24, we held regular ESG meetings, which
were attended by the members of Exco,
members of the Board, senior management,
our sustainability manager, and our third-party
ESG consultancy, Inspired ESG. These meetings
were used to discuss key ESG and TCFD topics
and progress towards our targets, and to
develop our climate-related strategy, such
as the rollout of LED lighting and Building and
Energy Management Systems (BeMS).
Financial planning
Led by B&M’s Exco and Finance team, our
financial planning encompasses the Group’s
strategic vision, integrating forecasted
changes in the business along with significant
revenue and cost assumptions. Consequently,
climate-related expenses or investments
made to mitigate our carbon footprint are
aligned with the Group’s climate ambition to
be net zero by 2040. Our consultants guide
us in our decision-making regarding how to
prioritise climate-related investments, such
as investing in a carbon-friendly refrigeration
upgrade in our stores, introducing building
energy management systems or considering
introducing water limpets. We consistently refine
our approach to managing financial planning
and investigate enhancements in our financial
modelling tools, to bolster our evaluation of risks
and opportunities, particularly those associated
with climate change.
Strategy
B&M’s strategy is consistent year-on-year
and is focused on acting in the best interests
of our shareholders and customers, whilst
being proactive in minimising global warming.
Aligning with the TCFD recommendations, we
used climate scenarios to examine a range of
possible future global warming pathways, to
identify our business’s transition and physical
risks and opportunities over the short, medium,
and long term.
Last financial year, we worked to conduct
climate scenario analysis for our Heron Foods
and B&M France sites for the first time. This
financial year, our consultant, Inspired ESG,
held a climate risk management workshop
in February 2024. In addition to the work
completed last year, we expanded the scope
of our climate scenario analysis, to incorporate
climate-related risks across nine key suppliers,
and three critical supply chain routes. This has
allowed us to forecast the potential impacts
of climate-related risks on our supply chain,
from which we can implement appropriate
mitigation measures. In subsequent years, we
will continue to build upon our existing process
and further develop our financial climate risk
assessment. This will help us to assess how
financial impact modelling impacts specific
areas of our growing operations.
The climate modelling considered the transition
risks for B&M at a Group level, and physical
risks at a site level across the 12 largest sites
by square metre for each fascia: B&M Retail,
B&M France, and Heron Foods. In total, we
identified six transition risks, one physical risk
and two opportunities that could be material
to our business, as outlined in the table below.
As the physical risks are only significant in
the medium to long term, they do not pose a
high financial exposure to the Group and its
assets. However, with the increasing likelihood
of flooding, we will continue to monitor the
changes in physical risks annually. Overall,
our analysis determined there is a low risk to
the business model and strategy, and that
B&M is well positioned to mitigate the material
transition risks identified.
Climate resilience refers to B&M’s capacity
to respond to climate change, appropriately
manage the associated risks and capitalise
on the opportunities identified. Aligning
with the TCFD process is a crucial measure
aimed at enhancing the business’ resilience
by integrating climate-related risks and
opportunities into strategic and financial
planning for the upcoming financial year. We
continue to develop mitigation measures to
improve the resilience of our business strategy
to climate change. See table 2 for more
information.
The climate-related metrics that are used to
measure and manage our climate-related
risks can be found in the Metrics and Targets
section of this report.
Climate scenario analysis
In a world of uncertainty, climate scenarios
are intended to explore a range of potential
futures that may significantly alter the
basis for a “business-as-usual” approach.
Multiple scenarios should be used to
analyse how different variables can result
in varying outcomes. The climate models
used for this analysis includes data from the
Intergovernmental Panel on Climate Change’s
(IPCC) Representative Concentration Pathways
(RCP), the International Energy Agency’s (IEA)
World Energy Model (WEM), the Network for
Greening the Financial System (NGFS) and other
existing models.
The TCFD recommends the use of climate
scenarios that should be plausible and
credible. Each scenario should focus on a
different combination of key factors. The
scenarios used in this year’s analysis are in
alignment with the ISO 14091 standard. Climate
scenarios should be used to differentiate a
range of possible futures rather than a single
theme. Each climate scenario should contribute
insight into the future that relate to strategic
and/or financial implications of climate-related
risks and opportunities. Scenarios provide a
common reference point for understanding
how climate change could evolve under
different futures. Each scenario was chosen
to show a range of higher and lower-risk
outcomes.
Each climate-related risk is assessed to
determine its overall impact to B&M using risk
thresholds. The risk thresholds are reached
when a certain change from the baseline
period is experienced. Each threshold used
signifies an increase in the level of risk its
potential impacts.
It is important to remember that climate
scenarios make projections on hypothetical
futures and as such come with a degree of
uncertainty. While some of the information
obtained from existing climate models have
a high degree of accuracy, there is still a level
of uncertainty. As a result, scenario analysis is
only used as a guide for climate-related risks
and opportunities.
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Table 2: Summary of climate-related risks and opportunities
Key area
Climate-
related risk
category
Description of
climate-related risk
B&M risk
category
Timeline
and
warming
pathways
Classi-
fication
1
Mitigating
action
Financial
impact
Transition risks
Policy &
legal
Mandates on and
regulation of existing
products and services
Existing regulation is
expected to be tightened.
The impact is currently
minimal, but emerging
legislation such as the UK
plastic tax on packaging
produced or imported
into the UK that does
not contain at least 30%
recycled plastic, and
the Extended Producer
Responsibility (“EPR”)
legislation aiming to
increase waste handling
fees for business.
In addition, the new
carbon tax on imported
raw materials into the
EU, the Carbon Border
Adjustment Mechanism
(“CBAM”), has the
potential to impact B&M
France.
Carbon pricing would
put a price on the direct
emissions of B&M,
therefore increasing
operational and
compliance spending.
Carbon pricing can
be a variable cost and
can be increased by
governments to further
reduce emissions.
Compliance
and
reporting
Short to
medium
term (2024-
2037)
<2°C and
2-3°C
B
We currently recycle 99.8%
packaging waste and
aim to increase the use
of recycled plastic in our
packaging. We plan to
engage with suppliers
to introduce recycling
initiatives.
Our teams in France are
currently researching the
impact the CBAM might
have on our business, and
we will publish our findings
in the next financial year.
CBAM is a policy that puts
a price on the carbon
emissions of certain goods
imported into the EU, such
as steel.
We expect to maintain our high
levels of recycling. The ongoing cost
of doing so will relate to the upkeep
and maintenance of existing recycling
facilities, which would be immaterial
in the context of Group annual capex.
In terms of the new UK plastic tax, we
anticipate the annual cost of this to be
low in the context of the Group’s scale
and new internal processes to monitor
and report this are already in place.
Related metrics and targets: Scope
1, 2 and 3 emissions and net zero
strategy.
TCFD continued
The climate scenario analysis was updated
in December 2023. In performing the Group’s
climate scenario analysis, the Group has
considered the following additional factors,
again in line with TCFD guidance:
• Physical and transition risks of climate
change. Transition risks are those risks
related to moving towards a decarbonised
economy. These include potential issues to
policy and legal, technology, market and
reputational matters. Physical risks may
impact a business, such as flooding, rising
mean temperatures, and water stress.
• Different time horizons to consider whether
risks are likely to occur in the short-term
(2023-2027), medium-term (2028-2037)
or long-term (2038-2052). The impacts of
climate change extend beyond traditional
business planning horizons. Since the UK
has net zero targets for 2050, the long-
term horizon has been aligned with this
timeframe.
• Different warming pathways, dependent
on differing global responses to the climate
change by 2100:
− <2°C (proactive scenario) where
organisations align with the Paris
Agreement and therefore set net-targets
by 2050. Governments introduce policies
in a structured manner, with companies
investing in low-emission technology.
− 2-3°C (reactive scenario) results from
the commitments made at COP26. The
response to climate change is delayed,
with governments implementing policies
and legislation in an uncoordinated
manner, leading to high transition risks
in the medium-term. Business continues
as usual in the short-term, whilst
decarbonisation efforts remain in the
high emitting sectors.
− <3°C (inactive scenario) is where
businesses continue as normal with
limited climate action occurring, and
emissions therefore rise until 2040.
Governments are under pressure to take
climate action, with policies introduced
in a sporadic manner, and energy
markets are highly volatile.
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Strategic Report Corporate Governance Financial Statements
Key area
Climate-
related risk
category
Description of
climate-related risk
B&M risk
category
Timeline
and
warming
pathways
Classi-
fication
1
Mitigating
action
Financial
impact
Transition risks
Market Increased costs of raw
materials
Climate change may
disrupt our energy
and stock suppliers,
increasing costs across
the Group. Many of our
suppliers have identified
climate change as a risk
to their operations and
productivity. This risk
could impact several
business areas, and
although we are not
manufacturers, we must
be aware of our supplier
input cost prices.
Strategic Short to long
term (2023-
2052)
<2°C and
2-3°C
B
We anticipate the need
to continually review
our supply chain routes,
suppliers and energy
saving opportunities.
We have invested in three
high power generators,
to reduce the impact of
blackouts from wider
geopolitical issues. This
will help to mitigate climate
risks.
While energy costs continue to
rise, these represent a minimal
part of our overall cost base, which
represent less than 1% of Group
sales. Additional costs include £0.1m
for three high-power electricity
generators, to mitigate the impact of
potential power outages.
We sell branded products, which
may increase in cost due to climate
change. We buy in large volumes
and are well positioned to ensure we
remain competitive in the market as a
value retailer.
Related metrics and targets: Scope
1, 2 and 3 emissions and net zero
strategy.
Market Uncertainty in
market risks
Impacts of climate
change are varied and
complex. Changes in
policies can lead to
sudden changes in
markets. For example,
decreased access to
capital as a lack of clear
transition plans to net
zero, or new competitors
may offer customers
more sustainable
alternatives.
Strategic Medium
term
(2028-2037)
<2°C and
2-3°C
B
Further energy reduction
trials may be needed,
lowering the impact on
profit and loss and freeing
capital for future projects.
Future financial planning and
budgeting may become increasingly
difficult, as the market becomes more
volatile and reactive to climate driven
events. B&M is focusing on reducing
energy costs, to allocate the savings
for other carbon friendly investments,
such as BEMs and LED lighting.
Reputation Increased stakeholder
concern
As the world transitions to
a decarbonised economy,
stakeholders are likely to
have increased interest
and concern regarding
sustainability credentials.
If perceived to be
taking minimal action
to reduce our overall
carbon footprint is likely
to negatively impact
investor sentiment/
ratings, potentially
limiting access to capital.
Strategic Short to
medium
term
(2023-2037)
<2°C
2-3°C
>3°C
B
We engaged a third party
to ensure B&M publish and
comply with all relevant
climate-related reporting
requirements and they
are working with our
Sustainability Manager
to promote our climate-
related goals. We have
published ESG and TCFD
disclosures in our Annual
Report for the past three
years, aiming to ensure
stakeholder transparency.
The financial impact of increased
stakeholder concern has not yet been
fully assessed. However, we have
allocated £0.1m per annum for third-
party guidance on TCFD and SECR
compliance.
Related metrics and targets: Scope
1, 2 and 3 emissions and net zero
strategy.
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Key area
Climate-
related risk
category
Description of
climate-related risk
B&M risk
category
Timeline
and
warming
pathways
Classi-
fication
1
Mitigating
action
Financial
impact
Opportunity
Technology Costs to transition
to lower-emissions
technology
Our aim to reduce our
absolute emissions
means we need to be
aware of the cost of
transitioning to lower
emission technology.
However, we expect such
changes to gradually
occur over time, allowing
us to evaluate our
response. The risk is
labelled as a medium
impact with a high
likelihood.
Strategic Medium
term (2028-
2037)
<2°C and
2-3°C
B
We have several energy
efficiency and generation
projects ongoing and
planned, that will reduce
operating costs for the
business. The rollout of LED
lighting across our B&M
France stores has reduced
the businesses’ energy
consumption by 70%. We
will hold site surveys to
evaluate energy-saving
opportunities and schemes
which will counteract the
upfront cost of installing
energy efficiency
technology.
As B&M aims to reduce carbon
emissions, we may need to invest
in additional lower-emission
technologies, resulting in increased
capital expenditure costs which we
anticipate will increase in the short to
medium term.
We already invested in the rollout
of LED, BeMS and laminated doors
for refrigerators in nearly 800 stores
around the UK and France, and plan
to continue this programme until we
cover 100% of our stores.
Payback periods for some technology
can take years, which may affect profit
and loss forecasts.
Also, early retirement of existing
technology may be required. So far,
our investment in BeMS have between
an 18-month to four-year payback
period.
The capital investment required by
these initiatives already forms part
of the Group’s strategic planning
projections. We continue to evaluate
the feasibility of installing on-site
renewable power generation systems
across our businesses. Heron Foods
is the furthest along with this journey,
with a budget of £1m set aside for a
solar project in FY25.
Related metrics and targets: Scope
1, 2 and 3 emissions and net zero
strategy.
Technology Costs to transition
to lower emissions
products
Low-emission technology
can be more expensive
compared with
traditional high-emission
alternatives, resulting in
high capital costs.
More sustainable
technology is likely to
come onto the market
over the coming years.
As B&M Retail aims
to reduce its carbon
emissions, it may need to
invest in lower-emission
technology, resulting in
increased costs.
Strategic Medium
term (2028-
2037)
<2°C
2-3°C
B
We partner with many
leading brands and are
proud to showcase their
sustainable products in
our stores, and we hope
to do more of this moving
forward. In addition, we
have a broad and agile
supplier base, which
manufacture own branded
products on our behalf.
The financial impact of the costs to
transition to lower-emission products
has not yet been fully quantified.
However, the success of lower-
emission products is tested in stores,
before large investments are made.
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Key area
Climate-
related risk
category
Description of
climate-related risk
B&M risk
category
Timeline
and
warming
pathways
Classi-
fication
1
Mitigating
action
Financial
impact
Transition risks
Acute
physical risk
Increased severity
of flooding
Nine of B&M Retail’s
largest 12 stores (by Sq
ft) in the UK, seven of
Heron Foods largest 12
stores (by Sq ft) and nine
of B&M France’s 12 stores
(by Sq ft) are at risk from
flooding. Examples of the
B&M Retail sites at risk
include Bournemouth
and Bristol.
Direct Impacts
Flood events could lead
to a closure of sites,
which will result in lost
trading days and reduced
revenue.
If our properties are
damaged, repair and
maintenance costs will
be required. In addition,
products in store may be
damaged, resulting in a
potential loss of revenue.
Flooding may result in
a decreased footfall if
transport networks are
disrupted
Indirect Impacts
If transport routes are
disrupted, employees
may be unable to reach
the site, leading to
reduced productivity and
disruption to shifts.
Research shows that sites
in or around high flood
risk zones are expected
to see a 29% rise in
insurance premiums by
2040 without climate
action.
Operations Medium to
long term
(2028-2052)
>3°C
B
Where needed, we would
conduct site specific flood
risk assessments for our
distribution centres. We
continually monitor flood
risk at sites for long-term
impact, conducting annual
climate scenario analysis.
The financial impact of the flooding
has not yet been fully quantified. We
aim to quantify this risk in FY25.
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Key area
Climate-
related risk
category
Description of
climate-related risk
B&M risk
category
Timeline
and
warming
pathways
Classi-
fication
1
Mitigating
action
Financial
impact
Opportunity
Technology Use of energy efficient
technology
Operations Short to
medium
term (2024-
2037)
<2°C and
2-3°C
A
Continue to identify future
opportunities to streamline
processes to make them
more efficient across the
businesses. Share best
practice from B&M Retail
with Heron Foods and B&M
France in relation to our
fleet management.
Reduced operating costs and
emissions.
We have commenced our net zero
journey. As part of this work, we
are implementing energy efficient
technology across operations.
While the technology may have a
high capital cost, an improvement
in efficiency will help to reduce
operational costs, resulting in net
financial gain over the technology’s
lifetime. For example, an investment in
one BeMs is estimated at £36,000 on
average and has a 18 month to 4 year
payback period.
We routinely review how we can
reduce the number of trips taken from
our transport fleet. When loading
our trailers, we ensure each one is
packed as efficiently as possible,
reducing unnecessary journeys when
delivering from our warehouses
to stores. The annual benefit of
the Bedford facility is calculated to
provide a reduction of approximately
six million delivery miles travelled,
resulting in a cost and emissions
saving.
Related metrics and targets: Scope
1, 2 and 3 emissions and net zero
strategy.
Technology Use and installation of
low-emission energy
technology
Operations Short to
medium
term (2024-
2037)
<2°C and
2-3°C
A
Possible options such as
installing solar PV on site
would allow us to generate
electricity and transition
away from grid reliance,
reduce operational costs
and reduce emissions.
B&M could make use
of several financing
schemes and investment
opportunities to help
subsidise the upfront
costs of low-emission
technology.
Once our examination of renewable
technology installation is complete,
we will aim to publish our financial
impact.
Capitalising on this opportunity will
help increase our resilience to both
transition and physical risks.
Related metrics and targets: Scope
1, 2 and 3 emissions and net zero
strategy.
1. See figure 1 for the Group’s risk classification matrix.
TCFD continued
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Strategic Report Corporate Governance Financial Statements
Risk management
The Audit & Risk Committee, together with the
support of the internal audit department and
the Group’s General Counsel, are responsible
for monitoring risks and overseeing progress
against goals and targets for addressing
climate-related issues. For now, B&M does not
incorporate the climate risk register into the
business risk register and instead all corporate
risks are considered through a climate lens.
We will review the possibility of incorporating
our climate risk register with our business risk
register in FY25.
Step 1: Identification of risks
The identification of climate change risks
within our operations, is integrated into our
general bottom-up approach to identifying
risks. With the help of Inspired ESG in February
2024, we held a climate risk workshop where
we assessed the impact of both transition
and physical risks on our business and
business model. These were discussed in the
climate risk workshop with the various teams:
sustainability, health and safety, operations,
marketing, buying, finance, Internal Audit and
legal. At the end of the workshop, our teams
identified the risks they consider material to
the business and formed our FY24 climate-risk
register, which we intend to reassess each year
by conducting a climate risk workshop. Overall,
we assessed the impact of 20 climate-related
risks on our operations in the UK and France
and five opportunities.
Step 2: Evaluation of risks
Evaluation is focused on understanding the
materiality of climate-related risks to our
business. Therefore, the climate risk register
is separated into three-time horizons, and
three global warming scenarios, so that we
can categorise risks accordingly. We evaluated
material risks with an indication of when they
might occur. Material risks are determined
by the estimated financial impact and time of
occurrence. The rating is agreed between the
Sustainability Manager and the relevant teams.
In the climate risk workshop, the teams’ heads
allocated a risk likelihood and an estimated
financial impact for both transition and physical
risks. Physical risks arise from climate events,
whilst transition risks result from actions
taken by governments to move towards
a decarbonised economy, by setting new
regulations. When a team expect their costs or
revenue to be impacted by the climate-related
risks, they rated the level of impact according to
the following matrix:
Climate-related risks labelled with an “A” or
“B” rating are considered significant and are
deemed material. This includes potential risks
that we anticipate that could have an impact on
our business directly or indirectly, and actual
risks that have occurred and impacted our
business financially. For example, plastic tax
or increasing climate reporting obligations. A
risk classified as “A” represents an immediate
risk, and a risk management plan is required.
Alternatively, a “B” risk classification indicates
that action and contingency plans should
be considered. After selecting the ratings for
the climate risks, these are prioritised by the
impact they could have on our business.
Step 3: Management of risks
Our approach considers active engagement
with internal stakeholders across the Group,
seeking insights into existing mitigation
processes. We employed a “climate lens”
to evaluate existing mitigation strategies
across all our divisions and implemented new
management procedures, as needed. Risks
that we deem as material to the business were
discussed internally between the individual
teams, the sustainability manager, and the
sustainability and health and safety manager.
When required, the sustainability manager
works directly with the Board, if mitigation
requires initiating processes with significant a
cost or when wide organisational collaboration
is required.
For example, in November 2023, we held a
meeting with 20 colleagues from the buying
team, to discuss our mitigation steps, to
reduce the impact of the risk from the UK’s
PPT (Plastic and Packaging Tax) and the EPR
(Extended Producer Responsibility). Mitigation
steps reviewed included ways to introduce
carbon-friendly packaging, reduce our waste,
and ensure that the buying team engages with
our suppliers, to jointly reduce the weight and
redundant materials during packaging and
logistics.
To ensure ongoing vigilance, the climate risk
register is planned to be reviewed every year,
to assess if mitigation steps are still relevant.
Should we find that our risk management
plans are not adequately addressing climate
risks or seizing potential opportunities, we
will seek to gain a deeper insight into our
strategies and additional mitigation measures
will be introduced, where needed and feasible.
Climate change has continued to be
considered at key events during the financial
year, including the Group’s annual strategy day
in March 2024 where principal risks relevant to
the Group were reviewed. It was determined
by the Board, at this time, that climate change
does not represent a principal risk given
the detailed risk assessment performed by
management this financial year and how the
outcome of that assessment compares to the
principal risks already identified. However, this
assessment will be reviewed at least annually
by management and the Board.
Figure 1: The Group’s existing risk classification matrix
C B A
C BD
CDD
HighLow
Impact
HighLow Likelihood
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Annual Report and Accounts 2024
Metrics & targets
The best way to mitigate the climate-related
risks, both transitional and physical, is to
decarbonise our operation in line with our path
to net zero. We have set an ambition to align
with the BRC’s net zero plan by 2040 reflecting
an absolute 90% reduction in our Scope 1, 2
and 3 emissions and offsetting the remaining
10% until our operation is emissions-free in
2043, against a FY21 baseline. These targets
aim to minimise our material risk. Refer to Table
2 in the Strategy section of the report. We have
developed a range of initiatives to help achieve
our ambition to be net zero by 2040, please
see the Group’s FY24 TCFD standalone report
on our corporate website for further details on
our transition plan.
In FY24, our Scope 1 & 2 emissions decreased
by 1.3% compared to our FY21 baseline. Our
total Scope 1, 2 and 3 emissions, across Heron
Foods, B&M Retail and B&M France decreased
by 19.7%, compared to a FY21 baseline. This
was a joint effort of B&M Retail, B&M France,
and Heron Foods to focus on the most effective
solution to decarbonise our operation and
value chain using LED installation, BeMs rollout,
doors on chillers, replacing our trucks, and
reducing the number of journeys of our fleets.
We know that nearly 92.6% of our emissions
come from Scope 3, our value chain, and this
is why in FY23 we engaged with our top 30
suppliers, and an additional 70 suppliers in
FY24, which in total is 61% of our spend. The
survey collected ESG data to ensure we collect
accurate data and work in tandem with our
suppliers to reduce their emissions.
We are currently considering introducing water
limpet readers into our stores which would
allow us to monitor our water meter readings
accurately and track consumption. This would
improve our data collection capabilities in
FY25, with the setting of targets to follow in later
years, if appropriate.
Greenhouse gas emissions
We measure our climate impact using metrics
that include greenhouse gas emissions, energy
usage and transport & distribution efficiency.
We have been calculating our Scope 3 data
since FY21, and Scope 1 and 2 greenhouse gas
emissions since FY15 and specifically under the
UK Streamlined Energy & Carbon Reporting
(SECR) since 2018. The data for our Scope 1,
2 and 3 emissions were provided to our ESG
consultancy, Inspired ESG, for calculation, but
no formal assurance has been provided. Scope
1 emissions are emissions associated with
natural gas, other fuels used at our estate,
Table 3: FY24 Group Carbon Balance Sheet
Emissions Scope and Scope 3 category Gross emissions (tCO
2
e)*
Percentage of total
emissions (B&M total)
Group B&M Retail Heron Foods B&M France
Scope 1 56,861 46,575 9,278 1,008 4.2%
Natural gas, other fuels & refrigerants 12,732 12,693 0 39 0.9%
Transportation (excluding grey fleet) 38,629 29,614 8,289 727 2.8%
Other fuels 5,499 4,268 989 242 0.4%
Scope 2 (location based) 43,123 31,073 10,767 1,283 3.2%
Scope 3 1,259,295 987,907 169,392 101,996 92.6%
1. Purchased goods and services 823,995 593,447 146,349 84,200 60.6%
1a. All other purchased goods and services 17,162 13,631 1,040 2,490
1b. Purchased goods and services – stock purchases 806,833 579,816 145,308 81,710
2. Capital goods 26,903 21,376 3,021 2,506 2.0%
3. Fuel-related emissions 27,127 19,474 5,540 2,113 2.0%
4. Upstream transportation and distribution 36,869 23,878 5,221 7,7 70 2.7%
5. Waste generated in operations 1,782 1,101 150 531 0.1%
6. Business travel 1,274 720 136 418 0.1%
7. Employee commuting 71,608 61,141 8,974 1,493 5.3%
8. Upstream leased assets N/A N/A N/A N/A 0.0%
9. Downstream transportation and distribution N/A N/A N/A N/A 0.0%
10. Processing of sold products N/A N/A N/A N/A 0.0%
11. Use of sold products 259,853 257,334 N/A 2,518 19.1%
12. End-of-life treatment of sold products 5,380 4,931 N/A 448 0.4%
13. Downstream leased assets 3,153 3,153 N/A N/A 0.2%
14. Franchises N/A N/A N/A N/A 0.0%
15. Investments 1,352 1,352 N/A N/A 0.1%
Total all scopes 1,359,278 1,065,555 189,436 104,287 100.0%
* Emissions data has been rounded to the nearest whole number.
TCFD continued
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Strategic Report Corporate Governance Financial Statements
and fuel used in our vehicle fleet. Scope 2
emissions come from electricity we use, and
Scope 3 emissions are indirect emissions
associated with our value chain.
We followed the Greenhouse Gas Protocol
Corporate Value Chain (Scope 3) Accounting
and Reporting Standard, to calculate the
emissions associated with our value chain.
Among all fifteen categories of Scope 3
emission, eleven categories are applicable to
B&M. The categories that were not relevant
are 8, 9, 10 and 14. Category 8 (upstream
leased assets) was excluded as the Group
does not have any leased assets that were not
already included in Scope 1 and 2. Category 9
(downstream transportation and distribution) is
excluded as all postage is paid for by B&M. No
products sold by the Group are not in their final
stage of production, excluding category 10, and
the Group has no Franchises (category 14).
The Group’s total greenhouse emissions
were 1.4m tCO
2
e in FY24. Our Carbon Balance
Sheet details that our Scope 1 and 2 emissions
represent 7.4% of our total impact, with Scope 3
emissions representing the 92.6%. Our Scope
1 and 2 emissions increase by 1.3% between
FY24 and FY31, driven by an increase in Scope
1 Transport and Refrigerant emissions. The
Group’s Scope 3 emissions decreased by
9% between FY23 and FY24, driven by a 23%
decrease in the Purchased Goods & Services,
our highest emitting category.
Most of our GHG emissions, 60%, stem from
category 1 – Purchased Goods and Services.
Hence why, moving forward we will utilise our
supplier engagement processes, to gather
more specific data regarding the goods and
services provided to us, to improve the accuracy
of category 1.
Streamlined Energy and Carbon
Reporting (“SECR”)
The following section summarises the energy
usage, associated emissions, energy efficiency
action and energy performance for the
Group, under the government policy SECR, as
implemented by the Companies (Directors’
Report) and Limited Liability Partnerships
(Energy and Carbon Report) Regulations
2018. Please see page 32 of this report for
information on our energy efficiency actions.
Table 4: B&M Retail, B&M France and Heron Foods total energy consumption (kWh) SECR (Scope 1, 2 and Scope 3 category 6:
business travel)
FY24 consumption kWh FY23 consumption kWh**
Utility and Scope UK
Global
(excluding UK) Total UK
Global
(excluding UK) Total
Scope 1 total 227,955,715 3,254,572 231,210,287 232,156,125 2,926,117 235,082,242
Gaseous and other fuels (Scope 1) 69,388,545 214,073 69,602,618 77,655,430 527,339 78,182,769
Transportation (Scope 1) 158,567,170 3,040,499 161,607,669 154,500,695 2,398,778 156,899,473
Scope 2 total 202,051,876 28,464,542 230,516,418 194,834,662 38,647,347 233,482,009
Grid-Supplied electricity (Scope 2) 202,051,876 28,464,542 230,516,418 194,834,662 38,647,347 233,482,009
Scope 3 total 903,159 384,594 1,287,753 1,575,910 N/A* 1,575,910
Transportation (Scope 3) 903,159 384,594 1,287,753 1,575,910 N/A* 1,575,910
Total 430,910,750 32,103,708 463,014,458 428,566,697 41,573,464 470,140,161
* Scope 3 transport was not included in the previous year’s calculations for B&M France.
** In Table 4, reported electricity and natural gas consumption and the resulting emissions for FY23 have been updated following an extensive data review, due to the crediting and
subsequent rebilling of previusly used invoices.
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Table 5: B&M Retail, B&M France and Heron Foods total location-based SECR emissions (tCO
2
e) (Scope 1, 2 and Scope 3
category 6: business travel)
FY24 consumption tCO
2
e FY23 consumption tCO
2
e**
Utility and scope UK
Global
(excluding UK) Total UK
Global
(excluding UK) Total
Scope 1 Total 55,852.60 1,0 07.90 56,860.50 52,565.55 674.73 53,240.27
Gaseous and other fuels (Scope 1) 17,950.43 281.30 18,231.73 15,309.52 96.26 15,405.78
Transportation (Scope 1) 37,902.17 726.60 38,628.77 37,256.03 578.47 37,834.49
Scope 2 total 41,839.75 1,282.97 43,122.72 37,677.13 7,473.62 45,150.75
Grid-supplied electricity (Scope 2) 41,839.75 1,282.97 43,122.72 37,677.13 7,473.62 45,150.75
Scope 3 total 203.13 86.56 289.69 363.49 N/A* 363.49
Transportation (Scope 3) 203.13 86.56 289.69 363.49 N/A* 363.49
Total 97,895.4 8 2,377.43 100,272.91 90,606.16 8,148.35 98,754.51
* Scope 3 transport was not included in the previous year’s calculations for B&M France.
** In Table 5, reported electricity and natural gas consumption and the resulting emissions for FY23 have been updated following an extensive data review, due to the crediting and
subsequent rebilling of previusly used invoices.
Subsidiaries of B&M Retail Limited
Table 6: Heron Foods total energy consumption (kWh) SECR (Scope 1, 2 and Scope 3 category 6: business travel)
FY24 consumption kWh FY23 consumption kWh
Utility and scope UK Total UK Total
Scope 1 total 34,669,323 34,669,323 33,200,035 33,200,035
Gaseous and other fuels (Scope 1) 0 0 257,388 257,388
Transportation (Scope 1) 34,669,323 34,669,323 32,942,646 32,942,646
Scope 2 total 51,994,031 51,994,031 47,942,646 47,942,646
Grid-supplied electricity (Scope 2) 51,994,031 51,994,031 47,942,646 47,942,646
Scope 3 total 555,651 555,651 640,215 640,215
Transportation (Scope 3) 555,651 555,651 640,215 640,215
Total 87,219,005 87,219,005 81,782,896 81,782,896
* Heron Foods’ energy consumption is included under UK totals in Table 4.
Table 7: Heron Foods total location-based Emissions (tCO
2
e) SECR (Scope 1, 2 and Scope 3 category 6: business travel)
FY24 consumption tCO
2
e FY23 consumption tCO
2
e
Utility and scope UK Total UK Total
Scope 1 total 9,278.05 9,278.05 8,602.28 8,602.28
Gaseous and other fuels (Scope 1) 0.00 0.00 46.98 46.98
Transportation (Scope 1) 8,288.60 8,288.60 7,942.30 7,942.30
Refrigerants (Scope 1) 989.45 989.45 613.00 613.00
Scope 2 total 10,766.63 10,766.63 9,196.12 9,196.12
Grid-supplied electricity (Scope 2) 10,766.63 10,766.63 9,196.12 9,196.12
Scope 3 total 124.97 124.97 147.67 147.67
Transportation (Scope 3) 124.97 124.97 147.67 147.67
Total 20,169.65 20,169.65 17,946.07 17,946.07
* Heron Foods’ emissions is included under UK totals in Table 5.
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Table 8: B&M France’s total energy consumption (kWh) SECR (Scope 1, 2 and Scope 3 category 6: business travel).
FY24 consumption kWh FY23 consumption kWh
Utility and scope France Total France Total
Scope 1 total 3,254,572 3,254,572 2,926,117 2,926,117
Gaseous and other fuels (Scope 1) 214,073 214,073 527,339 527,339
Transportation (Scope 1) 3,040,499 3,040,499 2,398,778 2,398,778
Scope 2 total 28,464,542 28,464,542 38,647,347 38,647,347
Grid-supplied electricity (Scope 2) 28,464,542 28,464,542 38,647,347 38,647,347
Scope 3 total 384,594 384,594 N/A* N/A*
Transportation (Scope 3) 384,594 384,594 N/A* N/A*
Total 32,103,708 32,103,708 41,573,464 41,573,464
* Scope 1 refrigerants and Scope 3 transport energy consumptions and emissions were not included in the previous year’s calculations for B&M France.
Table 9: B&M France’s total location-based Emissions (tCO
2
e) SECR (Scope 1, 2 and Scope 3 category 6: business travel).
FY24 consumption tCO
2
e FY23 consumption tCO
2
e
Utility and scope France Total France Total
Scope 1 total 1,007.90 1 ,0 07.90 674.73 674.73
Gaseous and other fuels (Scope 1) 39.16 39.16 96.26 96.26
Transportation (Scope 1) 726.60 726.60 578.47 578.47
Refrigerants (Scope 1) 242.14 242.14 n/a* n/a*
Scope 2 total 1,282.97 1,282.97 7,473.62 7,473.62
Grid-supplied electricity (Scope 2) 1,282.97 1,282.97 7,473.62 7,473.62
Scope 3 total 86.56 86.56 N/A* N/A*
Transportation (Scope 3) 86.56 86.56 N/A* N/A*
Total 2,377.43 2,37 7.4 3 8,148.35 8,148.35
* Scope 1 refrigerants and Scope 3 transport energy consumptions and emissions were not included in the previous year’s calculations for B&M France.
52
B&M European Value Retail S.A.
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Reducing our emissions
Reducing our emissions is the Group’s core
focus for managing our climate-related risks,
as it impacts every aspect of our operations.
A fundamental balancing act at B&M is
delivering our growth strategy, through our
store opening programme, whilst identifying
opportunities to mitigate our environmental
footprint and reduce emissions. By
understanding the emissions associated with
our value chain in table 3 above, we are better
equipped to set realistic targets and identify
areas for reduction.
TCFD continued
Table 10: Our emissions and reduction performance so far, FY21-FY24, B&M Retail, B&M France and Heron Foods.
Gross emissions (tCO
2
e)
Emissions Scope FY24 FY23 FY21
Percentage change from
FY21 (baseline) (+/-)
Scope 1 56,861 53,239 49,210 +15.5%
Scope 2 (location-based) 43,123 45,151 52,124 -17.3%
Scope 3 1,259,295 1,386,609 1,598,050 -21.2%
Total 1,359,278 1,485,000 1,699,384 -19.7%
The key climate-related risks identified can
potentially impact our stakeholder’s concerns,
products and existing technology. To help
manage these risks, our sustainability
manager, evaluates energy-saving
opportunities, monitor potential sustainable
product partnerships, review our supply chain
and work collaboratively with other colleagues
within the Group.
The targets in table 11 show how we will
track our progress. We have engaged a
third-party specialist, to advise us on our
sustainability reporting and initiatives, to
reduce the environmental impact and related
emissions of our products and technology.
The initiatives we intend to roll out will help
reduce the GHG emissions relating to our
supply chain, transport fleet, energy usage,
and products (see page 32 for more details).
Our GHG emission reduction targets, enable
us to address the climate-related risks referred
to in Table 2. We will measure this reduction
annually and by communicating our progress,
we intend to satisfy any stakeholder concerns
regarding our exposure to climate-related risks.
Targets
To align with the BRC’s Climate Action
Roadmap, the Group aspire to achieve
absolute net zero Scope 1, 2 and 3 emissions
by 2040 (from a FY21 year baseline), which will
require significant effort to decarbonise our
value chain.
Our Scope 3 emissions are key in developing
our net zero strategy to achieve the Group’s
net zero ambition. Our focus will be on
collaboration with our supply chain to
decarbonise our goods and services as far
as possible. This approach provides us with
a consistent way to report and measure our
progress year-on-year and track progress.
In the short term, we plan to reduce our
operational (Scope 1 and 2) emissions on an
absolute basis and engage with our suppliers,
as per the Science Based Targets Initiative
(SBTi) guidelines. Our Scope 1 and 2 reduction
targets have been validated by the SBTi. We
are committed to achieving a 25% reduction
in absolute Scope 1 and 2 emissions by 2030
(from an FY21 baseline), aligned with the SBTi
well-below-2°C (WB2C) scenario.
As of July 2022, we are aware that the SBTi
is updating its minimum criteria to a 1.5°C
scenario, and we intend to update our targets
in five years as required by the SBTi. We have
set a short-term Scope 1 and 2 emission
reduction pathways, which follow a WB2C
scenario up to 2027 and then a 1.5°C scenario
from 2027 to 2030. Our short-term Scope 3
target is based on enhancing our engagement
with our suppliers; as per the SBTi guidelines,
we aim to have engaged with 67% of our
suppliers (based on spend) set science-based
targets by 2027. The 2030 targets for Scope 1
and 2 differ from the 2027 objectives for Scope
3, as engaging with suppliers is financial
easier than reducing our Scope 1 and 2
emissions.
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Strategic Report Corporate Governance Financial Statements
Table 11: Scope 1, 2 and 3 emissions and the associated targets.
Emissions scope
FY24 Gross
emissions (tCO
2
e)
Percentage of
total emissions Reduction target Progress to meet target
Scope 1 56,861 4.2% 25% reduction by 2030
absolute from a FY21
baseline
Our Scope 1 and 2 emissions reduced by
1.3% since FY21 (baseline). Annual average
reduction of 2.8% is required to meet the
Scope 1 and 2 target. We also reduced our
total emissions (Scope 1, 2 and 3) reduced
by 19.7% against FY21 baseline.
Scope 2 (location based) 43,123 3.2%
Scope 3 1,259,295 92.6% Engage with 67% of
suppliers, by spend,
to set science-based
targets by FY27.
Engaged with an additional 70 suppliers
(20% of spend) in FY24 (FY23: 30 suppliers,
41% of spend). In total, we have therefore
engaged with 100 suppliers (61% of spend).
Total 1,359,278 100% Ambition to be net
zero by 2040 from a
FY21 baseline
An annual reduction of 4.7% is required
to meet our net zero target (from a
FY21 baseline). Our Scope 1, 2 and 3
emissions reduced by 19.7% since FY21.
To de-risk the potential financial impact on
B&M, by avoiding an early write-off of our
existing assets, negative customer perception,
potential carbon taxes, or increased cost
of purchased goods, we want to focus on
reducing our emissions in the most effective
way while ensuring the growth of B&M
continues as planned.
SECR Methodology
The Group’s Scope 1, 2 and 3 consumption
and CO
2
e emissions data has been calculated
using the GHG Protocol – A Corporate
Accounting and Reporting Standard;
Greenhouse Gas Protocol – Scope 2 Guidance
and Environmental Reporting Guidelines:
Including Streamlined Energy and Carbon
Reporting Guidance. Government Emissions
Factor Database 2023 version 1.1 has been
used, utilising the published kWh gross calorific
value (CV) and kgCO
2
e emissions factors
relevant for the reporting period 01/04/2023 –
31/03/2024.
Table 12: SECR intensity metrics for B&M Retail, B&M France and Heron Foods.
B&M Retail Heron Foods B&M France Group Total
Revenue (£m) 4,410.32 559.82 513.86 5,484
Total emissions 77,725.83 20,169.65 2,377.43 100,272.91
intensity metric (tCO
2
e.£m revenue) 17.62 36.03 4.63 18.28
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Annual Report and Accounts 2024
Stakeholders and Section 172 Statement
Our stakeholders’ interests
This report describes how the Directors have had regard to sections 172(1)
(a) to (f) of the Companies Act 2006 in relation to their decision making.
The Company is a Luxembourg registered
company and is not subject to the Companies
Act 2006 or to the Companies (Miscellaneous
Reporting) Regulations 2018 (together, the
“Regulations”). It is however subject to the
UK Corporate Governance Code 2018 (the
“Code”). The Board considers the Regulations
to be reflective of best practice. Accordingly,
it has followed that practice where practical,
while maintaining its status as a Luxembourg
registered company.
Stakeholders
Achieving our vision and fulfilling our purpose
(as set out opposite) means that evaluating and
considering the interests of our stakeholders
in our decision making are key to the Group’s
success. The Group’s key stakeholders include its
customers, shareholders, employees, suppliers,
and the environment and communities
supporting our business and stores.
The Board uses a number of mechanisms
through which it is able to determine and
appraise the interests of stakeholders to
inform discussion by the Board and its decision
making. This includes a range of activities from
regular management reports through to other
forms of direct engagement by members of
the Board.
We describe on the following pages how
we have engaged with the particular key
stakeholder groups and considered their
interests in the last year. We have also
provided further details of our engagement
with colleagues in the Colleagues section of
our Corporate social responsibility report on
page 30.
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Strategic Report Corporate Governance Financial Statements
Customers Colleagues
Why we
engage
Providing great value to our customers is our core purpose as a business.
We monitor and respond to our customers preferences and needs to
ensure we maintain a compelling product offering and price proposition
at our stores.
Engagement with our colleagues is key to understanding how
the business can support them in carrying out their roles effectively,
make improvements in our business, and recognise and reward
exceptional performance.
To develop a diverse and inclusive workforce that reflects the wider
communities that we serve.
How we
engage,
measure
and monitor
Monitoring our LFL transaction volume and sales trends.
Holding in-store promotional themed events to measure customer
response and reaction to extra value propositions in different
product areas.
Regular engagement programmes including colleague listening
groups, apprentice listening groups, new store and distribution centre
colleague surveys and bi-annual business updates from management.
Twice yearly colleague surveys for retail, distribution and central support
colleagues in the UK and annual colleague survey in France.
Provide colleague development and promotion opportunities through
a range of training programmes.
Twice yearly updates to the Board on colleague engagement by Tiffany
Hall, the designated director for workforce engagement
1
.
Reward strong business performance through payment of discretionary
bonuses to store, distribution and support centre managers.
Examples
of actions
in FY24
The Board reviews LFL sales data every month in the Group’s
management account reports. This is analysed across each business
fascia, the Grocery and General Merchandise product split and for
each main product line within those categories.
The Company took decisive action in driving its store availability and
standards, to improve customer experience and to encourage repeat
visits (whilst also ensuring that shareholder’s cash is not tied up in
excess stock).
The business continued with listening groups in its retail, distribution
and central support operations. The bi-annual colleague survey was
completed this year by our B&M UK and Heron Foods colleagues across
all the main operating functions of those businesses.
The survey measured against five key questions: (i) what is expected
at work; (ii) if colleagues have all information, knowledge, skills and
resources to do their jobs well; (iii) if colleagues would recommend B&M
as a good place to work; (iv) are they happy to work at B&M; and (v) if
managers have spoken about development in the last 12 months.
In addition, we carried out another B&M France colleague survey in
the year, broadening the number of respondents across the business.
This will continue into FY25.
Our Step-Up development programmes continued offering career progression
for colleagues looking to apply for Retail Management, Distribution Centre
Manager and first time manager roles in our Support Centre.
Targets set to increase ethnic diversity in senior management to 10% by
2027. To maintain target of female representation at Board and senior
management level of at least 40%.
Examples
of outcomes
in FY24
The three-year LFL data suggests that the Company has been
successful in attracting new customers while retaining those customers
who shopped with our stores us in FY21.
71% of B&M UK colleagues engaged in our employee survey with over
76% confirming that they were happy working at B&M. We adopted a
more streamlined procedure and survey methodology to enable a more
data driven analysis of employee feedback and will carry this approach
into FY25.
515 colleagues participated in our development “Step-Up” programmes,
designed to help colleagues progress to department managers, deputy
managers and store managers.
Discretionary Golden Quarter bonus awarded to high-performing
leaders in stores. Discretionary bonuses awarded to high-performing
colleagues in distribution and support centre roles.
Female Board/Executive Committee reports: 42.7%.
Ethnic diversity in senior management currently reflects local
demographic at 3.7%.
Links and more
information
See the Financial review on page 18 See the Colleagues section in the Corporate social
responsibility report on pages 33 to 35
1. As announced on 5 June 2024, Paula MacKenzie will succeed Tiffany Hall as Designated Non-Executive Director for Workforce Engagement on conclusion of the Annual General
Meeting on 23 July 2024.
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Communities
Why we
engage
The relationships we have with the communities where we operate our stores and distribution centres are key to the sustainable development and
growth of our business. We want to serve customers locally with what they want and at great value. We also want to support the communities where
we operate by providing jobs and career opportunities locally.
How we
engage,
measure
and monitor
Evaluating real estate opportunities for opening new stores in catchments where we are either under-represented or not represented at all. This
provides jobs and access to our value-led proposition to more communities every time we open new stores.
Providing support for the community at local and national levels where we can contribute to society more generally. Each time we open a new store in
the UK we try to find a local charity to perform the ribbon-cutting ceremony to promote the good work they do in the community and generate some
publicity with the local media. We actively encourage our store managers to maintain those relationships in the future and give continued support.
Examples
of actions
in FY24
The Board continued to support the new store openings programme of its B&M and Heron Foods businesses in the UK. That also includes the
relocation of stores in existing areas where better real estate opportunities exist, and capital and maintenance expenditure on stores ear-marked for
refurbishment within the existing estate.
The opening of new stores and relocations of stores (often to larger premises) create new jobs and promotion opportunities at those stores and also in
our distribution centres, while our business continues to grow.
The addition of new Wilko stores means the store pipeline for the next two years remains strong and the long-term potential is now not less than 1,200
stores. Importantly, the new stores are performing very well.
In FY24, for every new store we opened B&M donated £250 to a local charity and invited them as the VIP to open the new store.
B&M UK also created a national work experience programme in partnership with the Department for Work and Pensions and Department for
Communities in Northern Ireland. These programmes have helped the long term unemployed get back to work, providing valuable work experience in
a retail environment, with supportive mentors, and a guaranteed interview at the end of the placement. Over 1,790 colleagues completed the 4-week
programme and 1,203 were offered perm/temp employment.
In FY24, Heron Foods colleagues visited schools to provide mentoring, apprenticeship services and advice, as well as attending careers events.
Heron Foods also participated in the ‘Too Good To Go’ scheme, which allows local communities to buy discounted food from shops which would
otherwise go to waste
In FY24, B&M UK, B&M France and Heron Foods continued to support multiple charities. For example, B&M chose to support Macmillan, Fashion and
Textile Children’s Trust and Cash for Kids charities. There is also now an option for colleagues to donate cashback to Fashion and Textile Children’s Trust.
Heron Foods have celebrated their top 10 fundraising stores for Cash for Kids. Certificates are proudly displayed framed in each store. Heron Foods also
held a summer of giving incentive, where every store that raised more than £300 over the summer, provided their Area Manager (AM) with a ticket into
a prize draw.
Our total charitable donations in FY24 were £11,405,053 (in kind and cash). Total additional stock donated in FY24 came to 199 pallets. Examples of our
charitable activities in FY24 include:
• £20,000 as our Support Centre colleagues participated in Race for life.
• £3,000 for Macmillan, through coffee mornings held amongst our Supply Chain and Support Centre employees.
• Over £55,000 through partnership with Proctor and Gamble to raise money for Alder Hey hospital; and
• £11.2 million in total for Mission Christmas “Cash for Kids” product donations through customers and colleagues. This helped 212,000 kids
at Christmas
We are extremely proud of the efforts and support of everyone getting behind all of these charities, especially during these difficult economic times for
many.
Examples
of outcomes
in FY24
We opened 47 gross B&M UK stores, 11 B&M France stores and 20 Heron Foods stores (including relocations) in the financial year under review.
Within this number we opened five B&M UK replacement stores, where older, smaller legacy stores were replaced with newer B&M state-of-
the-art stores, often with small garden centres. Typically, replacement stores are at least twice the size of the stores they replace and are an
important part of the growth strategy.
We recruited 2,146 new store colleagues for ex-Wilko stores in locations in England, Scotland and Wales.
With the rising cost of living, our value-for-money proposition plays an important role in helping a large number of customers afford their
everyday essentials.
Links and
more
information
See the Communities section in the Corporate social responsibility report on pages 36 and 37
Stakeholders and Section 172 Statement continued
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Strategic Report Corporate Governance Financial Statements
Suppliers Investors
Why we
engage
We regard our suppliers as key business partners. Many of them
have worked with us for a number of years. We like to build long term
relationships with suppliers to support our business. Our continued
growth gives our suppliers the potential to grow with us, which also
further strengthens those relationships.
Our investors include shareholders, bondholders and banks. They
have a direct financial interest in the performance of our business and
our continued success.
How we
engage,
measure
and monitor
There is regular engagement with the Group’s suppliers led by the
Group’s Trading Director, Grocery Controller, senior members of the
Group’s buying and merchandising teams and our Hong Kong based
sourcing agents. This includes a range of supplier visits, meetings and
presentations, factory visits and trade fair meetings in China, the UK, the
US, and the EU with both existing and new suppliers.
The management team have roadshow presentations and one-to-one
meetings with investor groups each year on the announcements of our
half-year and full-year results. Presentations and conference calls with
question and answer sessions are also held on the announcement of
the Q1 and Q3 trading updates announcements.
One-to-one conference calls and meetings are also held during the
year with both existing and potential new institutional investors.
The Board reviews investor relations reports and market updates as
a standing agenda item at each of its meetings throughout the year. It
also has an investor relations agenda item with its corporate brokers at
its strategy day meetings each year.
Examples
of actions
in FY24
There has been a continuous rolling programme of ensuring suppliers
meet appropriate levels of external audit social compliance checks. This
is important to the welfare of the employees of our suppliers, and the
maintenance of their ongoing trading relationships with our Group. This
year, we engaged with an additional 70 suppliers (in addition to the 30
largest suppliers already engaged with) selected based on financial
spend, compared to FY23. The ESG supplier questionnaire will help us
to obtain information regarding their carbon measurement processes
and reduction efforts, as well as wider ESG ambitions. This programme
forms part of our supplier engagement target which has been validated
by the SBTi.
As referred above, the B&M and Heron Foods UK businesses
have continued with their new store openings and existing store
refurbishment programmes during the year. This is important to our
main building services contractors, many of whom have worked on
stores with us for several years.
Regular investor briefings help with our substantial number of overseas
shareholders, including regular updates with such shareholders in
Australia and North America.
The Group extended its borrowing maturity profile through a bank
facility extension and in support of our overall leverage levels.
The Group carried out a bond offering in November 2023 of senior
secured notes in an aggregate principal amount of £250 million due
2030.
The gross proceeds from 2030 Notes were used to purchase up to
£250 million in aggregate principal amount of its existing £400 million
3.625% Senior Secured Notes due 2025 in a cash offer to holders of
2025 Notes.
The Group continued to generate strong results against pre-pandemic
levels in the financial year under review. The Board considered within
the context of its capital allocation policy, the opportunity to make
further returns to shareholders in addition to its ordinary dividend
policy.
Examples
of outcomes
in FY24
The Company has continued to outsource the audit checking processes
to Multi-Lines International Company Limited (“Multi-Lines”) in relation
to the Group’s own direct/non-Multi-Lines sourced suppliers. This has
enabled the Group to apply a consistent and established methodology
and utilise Multi-Lines expertise and connections across Asia on
our behalf.
The B&M UK business has continued to use its main store fit-out
contractors where available to carry out new store opening and existing
store estate refurbishment works during the year. That has provided
them with a level of ongoing workstreams.
The company declared the following dividends in FY24:
• a special dividend of 20.0p per share in January 2024.
• an interim dividend of 5.1p per share paid in December 2023.
• subject to approval from shareholders a final dividend of 9.6p in
June 2024.
Links and
more
information
See the Supply Chain section of the Corporate social
responsibility report on pages 38 and 39.
See the Viability Statement on page 29 and also the
Financial review on page 18.
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B&M European Value Retail S.A.
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Chairman’s introduction to Corporate Governance
A strong foundation of corporate
governance for continued growth
Dear Shareholder,
This report sets out the main elements of the
Company’s corporate governance structure
and how it complies with the UK Corporate
Governance Code. It also includes information
required by the Listing Rules and the UK
Financial Conduct Authority (“FCA”) Disclosure
and Transparency Rules (“DTRs”). We have
applied our principles and consider the
interests of all stakeholders in developing
our governance framework and in our
ongoing decision making. In my Chairman’s
statement on pages 8 to 9, I have highlighted
a number of topics which indicate how our
approach to governance has continued to
evolve with the growth of our Company and
constantly developing framework of reporting
requirements. We continue to make good
progress in implementing our ESG strategy.
Changes made to our Board recognise the
continuing importance of gender and ethnic
diversity and we have set stretching targets to
grow our ethnic minority representation within
our senior executive leadership team. A strong
foundation of corporate governance provides
a firm basis for the continued growth and
success of B&M.
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Strategic Report Corporate Governance Financial Statements
The Board of Directors of B&M European Value Retail S.A.
Meet our Board
Mike Schmidt
Chief Financial Officer
Appointment: November 2022
Mike joined the B&M Group on 17 October
2022 and the Board as the Group’s Chief
Financial Officer on 1 November 2022.
Prior to joining B&M, Mike spent over
eight years at publicly listed home
furniture retailer DFS Furniture plc,
where he was appointed Group Chief
Financial Officer in 2019. During his time
at DFS, Mike additionally held executive
responsibility for property, strategic
development, legal & compliance, and
financial services activities, and was
Non-Executive Chair of DFS’s trading
subsidiaries Dwell and Sofa Workshop.
Mike began his career in corporate
finance, and gained 13 years’ experience
of working for top tier investment banks
including Citi and UBS, across equity, debt
and M&A advisory for various large cap
international corporations. Mike has an
MA in Economics and Management from
Cambridge University.
Committee membership:
Nil
Peter Bamford
Non-Executive Chairman of
the Board and Chairman of the
Nomination Committee
Appointment: March 2018
Peter joined the Board of B&M as
Non-Executive Chairman on 1 March
2018. He has extensive experience, in
both executive and non-executive roles,
of the retail sector and high-growth
international businesses and brands.
He is also a seasoned PLC Director
and Chairman having served on PLC
boards for over 27 years in a variety of
roles. In his non-executive career this
has included Chairman of Superdry plc,
Deputy Chairman and Senior Independent
Director of Spire Healthcare Group plc
and Non-Executive Director at Rentokil-
Initial plc. In his executive career he was a
Director of Vodafone Group plc from 1998
to 2006 where he held senior executive
roles, including Chief Marketing Officer
and Chief Executive of Vodafone NEMEA
region. Prior to that he held a number of
board and senior executive positions with
leading retailers including WH Smith, Tesco
and Kingfisher.
On 22 January 2024 the Company
announced the retirement of Peter as
Chairman. As announced on 5 June
2024, Tiffany Hall will succeed as Chair on
conclusion of the Annual General Meeting
on 23 July 2024.
Committee membership:
NOM
Alex Russo
Chief Executive Officer
Appointment: November 2020
Alex joined the B&M Group on 5 October
2020 and the Board as the Group’s Chief
Financial Officer on 16 November 2020. On
26 September 2022, Alex was appointed
as Chief Executive Officer.
Alex has had a long senior career in
retail, having successfully held executive
board positions in leading international
retailers including Asda Walmart, Tesco,
Kingfisher, and Boots. He served as Chief
Financial Officer, Senior Vice President, at
Walmart’s Asda business between 2014
and 2018. Prior to joining Asda, he was
Tesco’s Chief Financial Officer of South
Korea, its largest international subsidiary.
Prior to that, he was Tesco’s Commercial
Financial Director for its UK business. His
broad retail career covers the UK, Europe,
America and Asia. His experience spans
listed multinational, PE and family-owned
businesses.
Alex has also been a Non-Executive
Director in leading consumer
goods businesses in the UK
and internationally.
Alex holds an MBA from the London
Business School with Distinction, and
undergraduate first class degrees in
Engineering and Finance.
Committee membership:
Nil
Committee
membership
key
A&R
Audit & Risk
REM
Remuneration
NOM
Nomination
Chair
60
B&M European Value Retail S.A.
Annual Report and Accounts 2024
Tiffany Hall
Senior Independent Non-Executive
Director
2
and Chair of the
Remuneration Committee
3
Appointment: September 2018
Tiffany’s experience is in marketing, sales
and customer services. She previously
served as Chief Executive Officer of BUPA
Home Healthcare, Marketing Director at
BUPA, Head of Marketing at British Airways
and also Chair of Airmiles and BA Holidays.
Prior to that, she held various other senior
positions at British Airways including Head
of UK Sales and Marketing.
Tiffany succeeded Ron McMillan as Senior
Independent Director after the Annual
General Meeting of the Company in July
2023.
As announced on 5 June 2024, Tiffany
Hall will succeed as Chair on conclusion
of the Annual General Meeting on
23 July 2024.
External appointments:
Tiffany is a Non-Executive Director of
Symington Family Estates SA.
Committee membership:
REM
NOM
Tiffany is also the Designated
Non-Executive Director for
Workforce Engagement
1
.
Paula MacKenzie
Independent Non-Executive Director
1
Appointment: November 2021
Paula has a strong background in general
management and finance. Paula is Chief
Executive Officer of Pizza Express and her
experience is in transforming Food & Drinks
businesses, having worked for some of
the world’s most recognised companies
including KFC, Diageo, GSK and innocent.
Paula led the KFC business (part of Yum!
Brands) in the UK and Ireland as Managing
Director, and in her 11 years at Yum! had a
range of senior executive roles including
Chief Finance Officer, Chief Development
Officer and Chief Marketing Officer.
External appointments:
Paula is an Advisory Board member for
Pennies, the micro-donation charity.
Committee membership:
A&R
NOM
Ron McMillan
Independent Non-Executive Director
Appointment: May 2014
Until 2013 Ron worked in PwC’s assurance
business for 38 years and has deep
knowledge and experience in relation to
auditing, financial reporting, regulatory
issues and governance. He was the Global
Finance Partner and Northern Regional
Chair of PwC in the UK and Deputy Chair
of PwC in the Middle East and acted as the
audit engagement leader to a number of
major listed companies.
The Company announced that Ron would
retire from the business at the Annual
General Meeting of the Company in
July 2024, at which time he would have
completed ten years’ service in the role.
Oliver Tant replaced Ron as Chair of the
Audit & Risk Committee in September 2023
and Tiffany Hall succeeded Ron as Senior
Independent Director of B&M following the
Annual General Meeting of the Company
in July 2023.
Committee membership:
A&R
REM
NOM
The Board of Directors of B&M European Value Retail S.A. continued
Meet our Board
Committee
membership
key
A&R
Audit & Risk
REM
Remuneration
NOM
Nomination
Chair
1. As announced on 5 June 2024, Paula MacKenzie will succeed Tiffany Hall as Designated Non-Executive Director for Workforce Engagement on conclusion of the Annual General
Meeting on 23 July 2024.
2. As announced on 5 June 2024, Oliver Tant will succeed Tiffany Hall as Senior Independent Director on conclusion of the Annual General Meeting on 23 July 2024.
3. As announced on 5 June 2024, Hounaïda Lasry will succeed Tiffany Hall as Chair of the Remuneration Committee on conclusion of the Annual General Meeting on 23 July 2024.
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Strategic Report Corporate Governance Financial Statements
Oliver Tant
Independent Non-Executive
Director and Chair of the
Audit & Risk Committee
2
Appointment: November 2022
Oliver has over 40 years’ experience as
a finance professional most recently as
Chief Financial Officer of Imperial Brands
plc the FTSE 30 listed consumer brands
company and prior to that for 30 years
at KPMG. At Imperial Brands plc, Oliver
held responsibility for Finance but also
IT, Procurement, Legal and Corporate
Development. At KPMG he was a Vice
Chair and during 20 years as a partner
he served a wide variety of listed and
privately-owned clients and also ran
KPMG’s UK Audit and Global Financial
Advisory Services businesses.
Oliver became Chair of the Audit & Risk
Committee after the Annual General
Meeting in July 2023.
External appointments:
Oliver is a Non-Executive Director
and Chair of the Audit Committee at
Redrow plc., ands an Independent
Non-Executive Director of Mazars LLP and
the Chair Designate of the Audit Board.
Committee membership:
A&R
NOM
Hounaïda Lasry
Independent Non-Executive Director
3
Appointment: September 2023
Hounaïda has international experience
in general management and marketing.
She previously spent almost 30 years at
Procter & Gamble across various sectors
and geographies. In her final role, she
had responsibility for a portfolio of Skin
& Personal Care brands across Europe.
Hounaïda was also a Non-Executive
Director on the Advisory Board of the
Geneva School of Economics
and Management.
External appointments:
Hounaïda is a Non-Executive Director at
Britvic plc.
Committee membership:
REM
NOM
Nadia Shouraboura
Independent Non-Executive Director
Appointment: May 2024
Nadia has a very broad range of
experience which includes public company
roles and leading entrepreneurial
ventures in retail and other sectors. An
entrepreneur and former senior Amazon
executive she played a key role in building
out the company’s technology and
supply chain capability during a period of
unprecedented growth in the 2000s and
early 2010s.
External appointments:
Nadia is currently serving as a Non-
Executive Director at Ferguson plc, MTS
Group/Mobile Telesystems PJSC, Tosca
Limited and Ocado Group plc.
Alongside her three public board roles,
Nadia has several private and advisory
roles including New Mountain private
equity, Formlabs Inc. and Tosca Limited.
Committee membership:
A&R
NOM
Outgoing
Members
Simon Arora
Executive Director
Retirement: April 2023
Simon served as Chief
Executive Officer from
2004 until September
2022 and subsequently
as Executive Director until
his retirement from the
Board on 21 April 2023.
Carolyn Bradley
Independent Non-
Executive Director
Retirement: Carolyn
served as an
Independent Non-
Executive Director from
November 2018 until
July 2023 where she
decided not to stand for
re-election to the Board
at the AGM.
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Corporate Governance report
Code compliance
The Board is committed to high standards of
corporate governance. Except where referred
to on page 78, (workforce engagement on
executive pay and the gender and diversity
targets for Board as described on page 65),
the Company has complied throughout the
year under review with the provisions of the
Listing Rules, the Code published in July 2018
and the DTRs. At the date of this report the
Company is fully compliant with gender and
diversity targets required by the Listing Rules.
In addition, the Board is working towards
compliance with changes to the Code which
come into force in 2025. A copy of the Code
is available on the UK Financial Reporting
Council’s (“FRC”) website at www.frc.org.uk.
Management responsibilities
The Executive Directors of the Group and of
its three main businesses are responsible
for the day-to-day operational and strategic
matters in relation to each of the businesses,
which includes B&M UK, Heron Foods and
B&M France. Members of the broader senior
executive team hold regular weekly meetings
led by the CEO to review progress and
management activities of the Group.
Board and Committee attendance at scheduled meetings during FY24
4
:
Directors
Board
5
Attended
Audit & Risk
Committee
3
Attended
Nomination
Committee
3
Attended
Remuneration
Committee
5
Attended
Peter Bamford – Chairman 5 – 3 –
Alex Russo 5 – – –
Ron McMillan 5 3 3 5
Tiffany Hall 5 – 3 5
Paula MacKenzie 5 3 3 –
Mike Schmidt 5 – – –
Oliver Tant
2
4 3 2 2
Hounaïda Lasry
3
3 – 2 3
Directors who retired from the Board during FY24 2
1
1. Simon Arora and Carolyn Bradley both retired from the Board during FY24. Simon Arora did not attend any Board
or Committee meetings during FY24 prior to his retirement on 21 April 2023. Carolyn Bradley had a full attendance
record up to her resignation from the Board on 25 July 2023.
2. Oliver Tant has a partial attendance record for the year under review due to family commitments preventing
the attendance at one Board meeting.
3. Hounaïda Lasry has a full attendance record from her appointment as a Non-Executive Director
on 22 September 2023.
4. There were six meetings of the Board scheduled for FY24. However, due to severe weather warning in Luxembourg,
the meetings of the Board and Committees convened on 18 January 2024 were cancelled. Committees deliberated
by way of circular resolutions in accordance with Luxembourg Law of 10 August 1915 on commercial companies
(article 444-4) and the Company’s Articles (article 13.7).
This report sets out the main
elements of the Company’s
corporate governance structure
and how it complies with the UK
Corporate Governance Code.
It also includes information
required by the Listing Rules
and the UK FCA DTRs.
• approving the long-term strategy
and objectives of the Group and
reviewing the Group’s performance and
management controls;
• approving any changes to the capital
structure of the Group;
• approving the financial reporting,
budgets, dividend policy and any
significant changes in accounting
policies and practices of the Group;
• approving any major capital projects
of the Group;
• approving the structure, size and
composition of the Board and
remuneration of the Non-Executive
Directors; and
• approving and supervising any material
litigation, insurance levels of the Group
and the appointment of the Group’s
professional advisors.
• ensuring a satisfactory dialogue with
shareholders based on the mutual
understanding of objectives; and
• ensuring the maintenance of a sound
system of internal controls and risk
management.
• reviewing the Company’s overall
corporate governance and approving
the division of responsibilities of members
of the Board.
Approve Ensure
Review
Schedule of matters reserved to the Board
The following matters are reserved to the Board for its approval:
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Strategic Report Corporate Governance Financial Statements
Audit & Risk
Committee
This Committee is made
up of four Independent
Non-Executive Directors
The main responsibilities of the
Committee are:
• reviewing and monitoring
the integrity of the financial
statements and price sensitive
financial releases of the
Company;
• monitoring the quality,
effectiveness and independence
of the external auditors and
approving their appointment
fees;
• monitoring the independence
and activities of the Internal
Audit function;
• assisting the Board with the risk
management strategy, policies
and current risk exposures;
• reviewing the adequacy and
effectiveness of the Group’s
internal financial controls and
control and risk management
systems; and
• maintaining effective oversight
of compliance by our UK
businesses with the Groceries
Code.
Nomination
Committee
This Committee is made up of
the Chair and six Independent
Non-Executive Directors
The main responsibilities of the
Committee are:
• reviewing the structure, size,
diversity and composition of the
Board, including the balance
of Executive and Non-Executive
Directors;
• putting in place plans for
the orderly succession of
appointments to the Board and to
senior management;
• identifying and nominating
candidates, for approval by the
Board, to fill Board vacancies as
and when they arise;
• ensuring, in conjunction with
the Chair of the Company, that
new Directors receive a full, formal
and tailored induction; and
• keeping under review the
leadership and senior
management needs of the Group
including Executive and Non-
Executive Directors and the wider
senior management team, with
a view to ensuring the continued
ability of the Group to compete
effectively in the marketplace.
Remuneration
Committee
This Committee is made
up of four Independent
Non-Executive Directors
The main responsibilities of the
Committee are:
• setting the policy for the Group
on executive remuneration;
• determining the level of
remuneration of the Chair,
the Executive Directors of the
Company, the Group’s General
Counsel and the first layer of
senior management of the
Group below the Board;
• preparing an annual Directors’
remuneration report for
approval by shareholders at the
Annual General Meeting of the
Company;
• designing share schemes
for approval by the Board for
employees and approving
awards to Executive Directors
and certain other senior
management of the Group; and
• reviewing pay and conditions
across the Group’s wider
workforce.
How we govern
The Board and Committee structure of the Company is as follows:
Terms of reference of each of the Committees are available on B&M’s website at
www.bandmretail.com
B&M’s Board
The Board of Directors of B&M as at the date of this report has nine members comprising the Chair,
two Executive Directors and six Independent Non-Executive Directors.
See pages 59, 60 and 61 for more information
Executive management
The Executive Directors of the Group and of its three main businesses are responsible for the day-to-day
operational and strategic matters in relation to each of the businesses of the Group, which includes B&M UK,
B&M France and Heron Foods. Members of the broader senior executive team hold regular weekly meetings
led by the CEO to review progress and management activities of the Group.
Workforce Engagement
NED
Tiffany Hall is the Designated
Non-Executive Director for
Workforce Engagement
1
The main responsibilities of
this role are the governance
and oversight of the following
matters:
• to consider with the Board
the mechanisms required
from time to time by the
Group in relation to Workforce
Engagement to enable the
Board to be appropriately
appraised on colleague
engagement;
• to coordinate such direct
engagement between the
Non-Executive Directors and
the workforce as is considered
appropriate;
• to ensure the workforce
engagement mechanisms
which are approved by the
Board are put in place and are
effective;
• to report on the outputs
from those mechanisms
to the Board at least twice
a year, and make any
recommendations arising
from those reports to the
Board; and
• the holder of this office is
also supported by members
of the senior executive
team of the Group who are
responsible for the day-
to-day implementation of
the Workforce Engagement
mechanisms by the Group.
See page 69 for a copy
of the Committee’s report
See page 74 for a copy
of the Committee’s report
See page 76 for a copy
of the Committee’s report
See page 33 on
Workforce Engagement
1. As announced on 5 June 2024, Paula MacKenzie will succeed Tiffany Hall as Designated Non-Executive Director for Workforce Engagement on conclusion of the Annual General
Meeting on 23 July 2024.
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Annual Report and Accounts 2024
Board responsibilities
The Board is collectively responsible for the
strategy and long-term success of the Group,
and for ensuring there is an effective system
of internal controls within the Group for the
assessment and management of key risks.
The Board has delegated certain
responsibilities to three main Committees
to assist in discharging its duties and the
implementation of matters approved by it (see
the table on page 63). The reports of each of
the Committees for the year under review are
set out on pages 69, 74 and 76.
A presentation of each of the B&M UK, Heron
Foods and B&M France businesses and their
up-to-date trading performance is provided by
the CEO at each Board meeting, together with
comprehensive financial reports and analyses
presented by the CFO. During those months that
fall outside the regular cycle of Board meetings,
the CEO and CFO also provide reports and
management accounts packs updating the Board
on the current trading performance of each of the
Group’s businesses.
Members of the broader senior management
teams of B&M UK, Heron Foods and B&M France
participate at certain meetings of the Board and
store tours with the Board during the course of the
year. The senior executive team participates in the
annual strategy day of the Group.
The implementation of the Board-approved
strategy, policies and decisions is delegated
to the Executive Directors of the Company to
execute them in relation to the day-to-day
operational management of the Group’s main
businesses. The Executive Directors are also
supported by senior management teams
in each of the B&M UK, Heron Foods and
B&M France businesses of the Group. The
leadership teams of those businesses regularly
have business update and trading review
meetings with the Group CEO and CFO.
In addition to the regular scheduled meetings,
the Board and Committees have passed a
series of written resolutions during the year in
relation to the formal decisions taken by them.
Meetings between the Non-Executive Directors
and Chair have taken place and the Non-
Executive Directors have met without the Chair
being present.
The Chair has also had one-to-one meetings
in the year under review with each of the
Independent Non-Executive Directors.
The Company held three general meetings of
shareholders in the year under review, being
the Annual General Meeting and Extraordinary
General Meeting on 25 July 2023 and one
Ordinary General Meeting on 22 September
2023. In addition, one Ordinary General
Meeting was held after the year end on 29 May
2024 to appoint Nadia Shouraboura.
Board composition
Peter Bamford notified the Board in January
2024 of his intention to retire during the
calendar year. An executive search firm was
appointed and a recruitment process for a
new Chair commenced. Russell Reynolds
carried out preliminary interviews to create a
short list of candidates to be considered by the
Nomination Committee. In addition, an internal
candidate, Tiffany Hall, was approached by the
Committee to consider the role of Chair, and
she confirmed her willingness to be appointed
as Chair. As a result Tiffany Hall was appointed
on 4 June 2024 as Chair of the Board of
Directors. Peter will not stand for re-election
at the AGM in July 2024, at which point Tiffany
will takeover as Chair and Peter will ensure an
orderly handover to his successor.
As previously announced, Simon Arora
continued as an Executive Director until his
retirement from the Company on 21 April 2023.
During the financial year 2023/24 the Board
approved the appointment of Tiffany Hall,
as Senior Independent Director
1
and the
appointment of Oliver Tant as Chair of the Audit
& Risk Committee, each in succession to Ron
McMillan. It was determined both individuals
had the requisite skills and experience to fulfil
the respective roles, having had a number
of years’ experience on a variety of public
company boards as Non-Executive Directors.
Carolyn Bradley did not stand for re-election at
the AGM in July 2023. Hounaïda Lasry joined
the Board as Independent Non-Executive
Director in September 2023, following
the approval of her appointment by the
Company’s shareholders at the OGM held
on 22 September 2023. Nadia Shouraboura
joined the Board as Independent Non-
Executive Director in May 2024 following the
approval of her appointment by the Company’s
shareholders at the OGM held on 29 May 2024.
Ron McMillan will continue in the role of Non-
Executive Director until the AGM in July 2024,
following which he will retire from the Board.
The Board comprises the Chair, two Executive
Directors, being the CEO and CFO, and six
Independent Non-Executive Directors.
The Code recommends that at least half
of the Board, excluding the Chair, should
comprise Independent Non-Executive
Directors. The Company met this requirement
during the whole of the year under review,
with each of Ron McMillan, Tiffany Hall, Paula
MacKenzie, Oliver Tant and Hounaïda Lasry
being Independent Non-Executive Directors.
With the appointment of Nadia Shouraboura
this requirement continues to be met following
the year end.
Each of the Independent Non-Executive
Directors who served during the year under
review was and continues to be considered
by the Board to be independent in character
and judgement. The Code recommends
that the Board identifies each Non-Executive
Director it considers to be independent and
any circumstances which are likely to impair,or
could appear to impair a Non-Executive
Director’s independence. By 4 June 2024,
Ron McMillan will have served on the Board
for more than ten years from the date of his
first appointment. The Board nonetheless
considers that Ron remains independent in
character and judgement. Ron and all the Non-
Executive Directors are free from relationships
or circumstances which may affect, or could
appear to affect, their judgement as Directors.
Independence is determined by ensuring
that the Non-Executive Directors do not
have any material business relationships or
arrangements (apart from their fees for acting
as Non-Executive Directors) with the Group or
its Directors, which in the opinion of the Board
could affect their independent judgement.
Simon Arora, Bobby Arora and Robin Arora
and SSA Investments S.à r.l. (“SSA Investments”)
(together the “Arora Family”) entered into a
relationship agreement with the Company
(the “Relationship Agreement”) which came
into effect on the admission of the Company’s
shares to trading on the London Stock
Exchange in June 2014.
On 13 December 2023, SSA Investments sold
an aggregate of 27.8 million ordinary shares
in B&M, representing approximately 2.8% of
B&M’s issued ordinary share capital. Following
settlement of the placing, SSA Investments hold
approximately 4.19% of B&M’s ordinary shares,
taking SSA Investments’ shareholding below
5%. As a consequence of moving below the 5%
threshold, the Relationship Agreement expires.
Corporate Governance report continued
1. As announced on 5 June 2024, Oliver Tant will succeed Tiffany Hall as Senior Independent Director on conclusion of the Annual General Meeting on 23 July 2024.
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Strategic Report Corporate Governance Financial Statements
SSA Investments has undertaken that, subject
to certain customary exceptions, it will not
dispose of any further B&M shares for a period
of 180 days following completion of the placing.
SSA Investments continues to be a related party
due to Bobby Arora’s continued directorship of
B&M Retail Limited.
All Directors have service agreements or letters
of appointment in place and the details of
the terms of them are set out in the Directors’
remuneration report on pages 76 to 95.
Diversity policy
The diversity policy applied to the Board is
based upon the Listing Rules requirements of
LR 9.8.6 (9) (as amended in 2022). The overall
objective of the Company’s diversity policy is to
ensure that the Company has a well-balanced
Board at all times in terms of the necessary
skills, experience and independence of
character and judgement of its members, for
the Group to be managed effectively for its
long-term success.
Appointments to the Board are based on merit
so that the best candidates are appointed, but
within that the Company recognises the value
which a diverse Board brings to the business
and it embraces diversity in relation to gender,
race, age, educational and professional
backgrounds. The Board is well placed to
meet the Listing Rules requirement in relation
to diversity. Along with that criteria, diversity in
relation to international experience (in particular
in relation to the Group’s chosen markets),
recent senior management or professional
experience in retail and/or supply chain sectors
and functional experiences in relation to
membership and chair of board committees are
also relevant criteria of the Company.
Details of the Company’s ethnic and gender
diversity in relation to the Board and executive
management of the Group are included in
the Corporate social responsibility report on
page 34.
During the year under review the Board was
not fully compliant with LR 9.8.6 (9) (a) (iii) with
respect to diversity. For the first month of the
year the Board had one member from an
ethnic minority background. The position held
by this Director (Simon Arora) was Executive
Director. From May 2023 until September 2023
the Board did not have a member from an
ethnic minority background, with this position
changing with the appointment of Hounaïda
Lasry in September 2023.
The Executive Committee being the first level
of senior management below the Board, has
one ethnic minority member out of a total of ten
members, being the Group Trading Director.
As recommended by the Parker Review, the
Company has voluntarily set targets for 10%
ethnic minority representation within the
senior management by the end of FY27. Senior
management is defined as the Executive
Committee and their direct reports.
During the year under review the Board did not
fully comply with the requirement of LR 9.8.6 (9)
(a) (i) to have 40% of the Board as female. The
Company had three female Board members
until July 2023 giving a percentage of female
Board members in the first half of the year
of 37.5%. In the following months to October
2023, the percentage was 28.6%. With the
appointment of one new female Director in
September 2023 the percentage of female
Board members as at the year end was 37.5%.
With the appointment of one female Director
in May 2024 and the retirement of one male
Director in July 2024, the Board will have 50%
female representation directly following the
2024 AGM on 23 July 2024.
In accordance with LR 9.8.6 (9) (a) (ii), for
the year under review, one of the female
Board members, Tiffany Hall is the Senior
Independent Director.
The Executive Committee of the first level of
senior management below the Board has one
female member out of a total of ten members,
being the Group IT Director. The Company has
a target for 40% female representation within
the senior management by the end of FY27.
In FY24 the Company collected data in respect
of diversity from its new starters. Colleagues are
encouraged to give their ethnic origin, sexual
orientation, religion, any disability and gender
in accordance with government guidelines.
Data collection is performed on the basis of self
reporting by the individual concerned.
Conflict of interests
Bobby Arora owns shares in SSA Investments
S.à r.l., which (together with Praxis Nominees
Limited as its nominee) holds 4.19% of the
ordinary share capital and voting rights in the
Company either directly or indirectly as the
beneficial owner.
Bobby Arora, Ropley Properties Ltd and Triple
Jersey Ltd are all landlords of certain properties
leased by the Group. Ropley Properties Ltd and
Triple Jersey Ltd are owned by Arora family trusts.
Except as referred to above there are no
potential conflicts of interest between any of
the Directors or senior management with the
Group and their private interests.
There is an established process of the Board
for regularly reviewing actual or potential
conflicts of interest. In particular, there is
a process for reviewing property lease
transactions proposed to be entered into by
related parties of Directors with any entities
in the Group, including the provision of
professional advice and consideration of it
by a Related Party Transactions Committee
of the Board (which includes the Chair of the
Board, Chair of the Audit & Risk Committee
and the General Counsel of the Group) and
also by the Company’s Sponsor in providing its
opinion on the application of the Listing Rules
and the applicability and appropriateness of
any exemptions in respect of any transactions
in the ordinary course of business. Each of
the transactions are also reported to general
meetings of shareholders in accordance
with Luxembourg Law. The above processes
include:
• reports by the property estates team
of B&M on the relevant subject store’s
suitability and location and details of the
principal terms of the proposed lease;
• reports from the external Property
Consultants of B&M who are retained to
advise on new store acquisitions, store
suitability and location strategy;
• reports from external independent Property
Consultants on the principal commercial
terms of the proposed lease and site
location of the proposed new store;
• each of the Chair and General Counsel, and
also independently of them, the Company’s
Sponsor, discuss where necessary, the
reports of the external independent
Property Consultants with them as part of
the process of the review by the Related
Party Transactions Committee of the Board;
• the Company’s Sponsor provides a written
opinion to the Company in advance of the
Related Party Transactions Committee’s
consideration of the relevant proposed
transactions;
• copies of all the reports referred to above
and the Sponsor’s Opinion are reviewed by
the Related Party Transactions Committee
on behalf of the Board, and, in its updates
to the Board the Committee provides copies
of all the above reports and opinions to the
Board; and
• the Related Party Transactions Committee
of the Board considers the appropriateness
of the relevant transactions independently
of Arora Family interests.
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Annual Report and Accounts 2024
The same process above applies to the
purchase of freehold store premises by the
Group from those related parties.
In addition to the above processes, the Chair
of the Audit & Risk Committee monitors on
behalf of the Board a rolling report produced
to the Related Party Transactions Committee,
the Board and the Sponsor, which is updated
throughout the year, on the number of related
party leases and rents as a proportion of the
overall property estate and rents of the Group.
See page 98 in relation to details of related
party transactions entered into in the financial
year 2024, also set out in note 27 on pages 147
to 150 of the financial statements.
Audit & Risk Committee
Oliver Tant succeeded Ron McMillan as Chair
of the Audit & Risk Committee on conclusion of
the AGM in July 2023. Oliver has the requisite
recent and relevant financial experience for the
role. Details of Oliver’s experience is detailed in
his biography on page 61.
As at the date of this report, the Audit & Risk
Committee consists of four Independent
Non-Executive Directors and the Chair of the
Committee has recent and relevant financial
experience.
The members of the Committee during the
year under review were Oliver Tant (Chair)
Ron McMillan, Carolyn Bradley (until her
resignation in July 2023) and Paula MacKenzie.
Nadia Shouraboura joined the Committee
following the approval of her appointment by
shareholders at the OGM on 29 May 2024.
The Committee as a whole has competence
relevant to the retail sector. See further the
biographies of each of the members of the
Committee on pages 60 and 61.
The duties of the Committee as delegated
by the Board are contained in the terms of
reference available on the Group’s corporate
website (as referred to above) and are also
summarised in the table on page 63.
All meetings of the Committee are attended by
the CFO. The Chair of the Board and the CEO
are also invited to attend. The Group’s Internal
Audit function, the Group Financial Controller
and the Luxembourg and UK audit partners of
the Group’s external auditors also attend.
The Audit & Risk Committee report on pages 69
to 73 sets out details of the role and activities of
the Committee in the last financial year.
Remuneration Committee
The Remuneration Committee consists of four
Independent Non-Executive Directors. The
members of the Remuneration Committee
during the year under review were Tiffany Hall
(Chair)
1
, Ron McMillan, Oliver Tant, Hounaïda
Lasry (following her appointment in September
2023) and Carolyn Bradley (until her resignation
in July 2023).
The terms of reference of the Remuneration
Committee are available on the Group’s
corporate website (as referred to above) and
are also summarised in the table on page 62.
The Chair of the Board, the CEO and General
Counsel regularly attend meetings of the
Committee, at the invitation of the Chair of the
Committee. The Committee retains external
advisors who attend and participate at all
meetings at the request of the Chair of the
Committee.
The Directors’ remuneration report on pages 76
to 95 sets out details of the role and activities
of the Remuneration Committee in the last
financial year.
Nomination Committee
As at the date of this report, the Nomination
Committee consists of seven Directors, being the
Chair of the Board (who chairs the Nomination
Committee), and each of the six Independent
Non-Executive Directors of the Company.
The members of the Nomination Committee
during the year under review were Peter
Bamford (Chairman of the Committee), Carolyn
Bradley (until she stepped down on 25 July),
Ron McMillan, Tiffany Hall, Paula MacKenzie,
Oliver Tant and Hounaïda Lasry (subsequent
to her appointment on 22 September 2023).
Nadia Shouraboura joined the Committee
following the approval of her appointment by
shareholders at the OGM on 29 May 2024.
The duties of the Nomination Committee as
delegated to it by the Board are contained
in the terms of reference available on the
Company’s corporate website (as referred to
above) and are also summarised in the table
on page 63.
The Nomination Committee report on pages 74
and 75 sets out details of the role and activities
of the Committee in the last financial year.
Board and Committees
effectiveness review
A formal external review of the effectiveness
of the Board and its three main standing
Committees was last conducted in October 2023
and gave positive and constructive feedback.
The Directors completed confidential
questionnaires with an external process
coordinated by Lintstock and the Group’s
General Counsel. An independent report on
the feedback provided by the Directors was
presented to the Board to discuss the main
themes and points arising from the review.
The evaluation exercise has given a positive
review of how the Board and its Committees
operate. The key area for improvement
identified was better communications between
the CEO and the Non-Executive Directors which
has been addressed. In addition, the support
given by the Company Secretarial function was
highlighted as requiring improvement. Changes
to the leadership and management of this
function have improved the support significantly.
No further areas of focus were highlighted and
there were no major items of concern identified.
In addition to the external review process
the Chairman has discussions with Executive
Directors on a one-to-one basis, the Non-
Executive Directors on a one-to-one basis and
together as a group to discuss matters relating
to the Board, its balance and monitoring of the
exercise of powers of the Executive Directors.
In relation to other Code matters regarding the
effectiveness of the Board and its members,
where Directors have external appointments,
the Committee and the Board are satisfied
that they do not impact on the time the Director
needs to devote to the Company.
Approach to ESG governance
The Board held a number of discussions
throughout FY24 as the management team
continued to develop their proposed ESG
strategy and progressed with a number of
different workstreams. Good progress was
made in executing the ESG programme in
accordance with the Board’s ESG strategy. The
Board is also committed to keeping ESG as a
standing agenda item for the coming year as it
looks to maintain momentum in this area.
The Board considered whether to create
a separate ESG Committee but decided to
continue to keep the review of the ESG strategy
at Board level.
Appointments, induction
and development
Where any new Director is appointed by the
Board, the Nomination Committee leads the
process and evaluates the balance of skills,
experience, independence, and knowledge
and diversity on the Board. In light of that
process, it approves a description of the
role and capabilities required and identifies
candidates for the Board to consider using
external search consultants.
Corporate Governance report continued
1. As announced on 5 June 2024, Hounaïda Lasry will succeed Tiffany Hall as Chair of the Remuneration Committee on conclusion of the Annual General Meeting on 23 July 2024
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2
1
6
56%
44%
60%
40%
All new Directors receive a full, formal and
tailored induction programme and briefing
with members of senior management. They
are also required to meet major shareholders
where requested.
A manual of documents is available for new
Directors containing information about the
Group, Directors’ duties and liabilities under
Luxembourg Law and obligations under the
Listing Rules, DTRs and the EU and UK Market
Abuse Regulations, together with governance
policies and the UK Corporate Governance
Code.
The induction of Hounaïda Lasry as a new
Non-Executive Director took place this year
with a series of structured meetings with the
Executive Directors and other members of the
broader senior management team of B&M.
A similar induction for Nadia Shouraboura
will take place shortly after the publication
of this document.
The Directors update their knowledge and
familiarity with the businesses of the Group
throughout each year with a mix of central
operations and store tours of B&M UK, Heron
Foods and B&M France stores along with
members of the senior management of each
of those businesses. They also participate
in senior management briefings and
presentations in relation to each of the B&M
UK, Heron Foods and B&M France businesses.
The Nomination Committee considers the training
and development needs of the Executive Directors.
The Directors also receive regular updates at
Board and Committee meetings on law, regulatory
and governance matters and future developments
from the Group’s General Counsel.
There is a procedure for Directors to have
access to independent professional advice,
at the Company’s expense, in relation to their
duties should they require it at any time.
Re-election of Directors
The Nomination Committee has recommended
that each of the Directors be re-elected to the
Board. This is except for Ron McMillan and Peter
Bamford who have notified the Company of their
retirement and that they will not be seeking re-
election to the Board at the AGM on 23 July 2024.
The Board and the Chair consider that all the
members of the Board standing for re-election
at the AGM continue to be effective and
demonstrate commitment to their roles, and
are able to devote sufficient time to their Board
and Committee appointments, responsibilities
and duties.
Risk management and internal control
The Board has overall responsibility for
ensuring that the Group maintains a strong
system of internal controls.
The system of internal controls, supported
by the Internal Audit function, is designed to
identify, manage and evaluate, rather than
eliminate, the risk of failing to achieve business
objectives. It can therefore provide reasonable
but not absolute assurance against material
misstatement, loss or failure to meet objectives
of the business, due to the inherent limitations
of any such system.
The Board carried out a review of the key risks
to the Group’s businesses at its annual strategy
day conference in the year under review.
The Board is satisfied that those risks and
relevant mitigating actions are acceptable for
a business of the type, size and complexity as
that operated by the Group.
The key elements of the Group’s system of
internal controls are as follows:
Financial reporting: monthly management
accounts are provided to the members of
the Board that contain current financial and
operational reports. Reporting includes
an analysis of actual versus budgeted
performance and overviews of reasons for
significant differences in outcomes. The annual
budget is reviewed and approved by the Board.
The Company reports half yearly and publishes
trading updates in line with market practice;
Division of responsibilities
There is a clear division of the roles and responsibilities between the Chair and
the CEO and no individual has unrestricted powers of decision making.
Chair’s key responsibilities:
Peter Bamford, as the Chair of the Board, is responsible for leading the Board and
ensuring its effectiveness, setting its agenda and high standards of corporate
governance. The Chair facilitates the contribution of the Non-Executive Directors
and constructive relations between them and the Executive Directors.
Chief Executive’s key responsibilities:
Alex Russo, as the Group CEO, is responsible for the day-to-day management
of the Group and implementation of strategy approved by the Board and
other Board decisions. His role is supported by the Group CFO and the senior
executive management teams in each of the Group’s businesses.
Board composition at 4 June 2024
Balance of the Board
Chair
Executive Directors
Independent Non-Executive Directors
Board diversity by gender
Male 56%
Female 44%
Non-Executive Directors’ tenure
Less than 3 years 60%
3+ years 40%
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Corporate Governance report continued
Risk management: the creation and
maintenance of a risk register, which is
continuously updated and monitored, with
full reviews occurring on a bi-annual basis,
facilitated by the Internal Audit function of the
Group. Each risk identified on the risk register
is allocated an owner, at least at the level
of a senior manager within the business,
and the action required, or acceptance of
the risk is also recorded. The risk registers
are provided to the Audit & Risk Committee
and the Committee reports key risks and
mitigating actions to the Board for monitoring
as appropriate;
Monitoring of controls: the Audit & Risk
Committee receive regular reports from the
Internal Audit function as well as those from
the external auditors. There are formal policies
and procedures in place to ensure the integrity
and accuracy of the accounting records of the
Group and to safeguard its assets;
Staff policies: there are formal policies of the
Group in place in relation to anti-bribery and
corruption, anti-slavery and whistleblowing
policies in relation to reporting of any
suspected wrongdoing or malpractice. Those
policies are reviewed and updated by the
Group as required from time to time.
The Board and the Audit & Risk Committee
have carried out a review of the effectiveness
of the system of internal controls during the
year ended 30 March 2024 and for the period
up to the date of approving the Annual Report
and financial statements.
Information on the key risks and uncertainties
of the Group are set out on pages 23 to 29.
Regulatory framework
Shares in the Company are dematerialised
and held through an EU member state central
securities depositary.
The Articles of Association of the Company
require continued adherence to the UK City
Code on Takeovers and Mergers (the “City
Code”) and the Luxembourg Law of 19 May
2006 on takeovers which contain squeeze-out
and sell-out rights of minority shareholders.
Shareholder relations
The Board recognises that good
communication is key to maintaining
shareholder relations. The Company has a
senior investor relations professional to act
as the first point of contact with shareholders.
Meetings and calls are regularly held with
institutional investors and analysts in order
to provide the best quality information to the
market.
The formal reporting of our full year results
will be a combination of webcasts, in-person
presentations, one-to-one virtual meetings
and conference calls. The Board members,
including the Chair, the Senior Independent
Director and each of the other Non-Executive
Directors, are available to meet with major
shareholders where they wish to raise issues
outside of the above environments.
The Company will also communicate with
its shareholders through the AGM on 23 July
2024, at which an account of the progress of
our businesses over the past year will be given
with the opportunity for shareholders to raise
any questions.
The Company holds conference calls and
one-to-one virtual meetings where practical
in accordance with market practice generally
during the course of each financial year with
bondholders.
The Company’s corporate website at www.
bandmretail.com is regularly updated with our
releases to the market and other information
and includes a copy of this Annual Report and
financial statements.
Other disclosures
Where information is applicable under Listing
Rule 9.8.4R in relation to the Group, the
independence statement can be found on
page 98 of this report.
Disclosures under DTR 7.2.6R with regard to
share capital are set out in the sections headed
“Share capital”, “Shareholders” and “Section (a)
Share capital structure”, in the Directors’ report
and business review on pages 96 to 100.
Peter Bamford
Chairman
4 June 2024
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Audit & Risk Committee report
The Committee has oversight of the external financial reporting
of the Group, risk management and mitigation, the internal
control framework and the effectiveness of internal and
external audit.
Dear Shareholder,
During the financial year, the Audit & Risk
Committee has continued to carry out a key
role within the Group’s governance framework,
supporting the Board in risk management,
internal control and financial reporting.
The Committee exercises oversight of the
Group’s financial policies and reporting.
It monitors the integrity of the financial
statements and reviews and considers
significant financial and accounting estimates
and judgements. The Committee satisfies itself
that the disclosures in the financial statements
about these estimates and judgements are
appropriate and obtains from the external
auditor an independent view of the key
disclosure issues and financial statement risks.
In relation to risks and controls, the Committee
ensures that these have been identified
and that appropriate responsibilities and
accountabilities have been set.
A key responsibility of the Committee is to
review the scope of work undertaken by the
internal and external auditors and to consider
their effectiveness.
The Committee has also considered the
narrative in the Strategic Report and believes
that sufficient information has been provided
to give shareholders a fair, balanced and
understandable account of the Group’s business.
During the year, the Committee again oversaw
the process used by the Board to assess the
viability of the Group, the stress testing of key
trading assumptions and the preparation of the
Viability Statement, which is set out on page 29,
in the Principal risks and uncertainties section
of the Strategic Report.
The Committee has continued to monitor
related party transactions and has monitored
the Group’s compliance with the Groceries
Code.
Further information on the Committee’s
responsibilities and the manner in which they
have been discharged is set out below.
Going forward, I shall ensure that the
Committee continues to acknowledge and
embrace its role of protecting the interests
of shareholders as regards the integrity
of published financial information and the
effectiveness of audit.
The Committee continues to monitor the
outcome of the consultations on the UK
Government’s proposals to restore trust in
audit and corporate governance.
I am available to speak with shareholders at
any time and will also be available at the AGM
on 23 July 2024 to answer any questions you
may have on this report.
I would like to thank my colleagues on the
Committee for their continued help and
support during the year.
Oliver Tant
Chair of the Audit & Risk Committee
4 June 2024
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Committee composition
Throughout FY24 the Committee comprised
three members, each of whom is an
Independent Non-Executive Director of the
Company. Two members constitutes a quorum.
The Committee must include one financially
qualified member with recent and relevant
financial experience. Each of the Committee
Chair, Ron McMillan and Paula MacKenzie
fulfil that requirement. All members are
expected to understand financial reporting, the
Group’s internal control environment, relevant
corporate legislation, the roles and functions of
internal and external audit and the regulatory
framework of the business. As reflected in the
biographical summaries on pages 60 and 61,
all members of the Committee have significant
experience of working in or with companies in
the retail and consumer goods sectors and, as
such, the Audit & Risk Committee as a whole
has competence relevant to the retail sector.
During FY24, the members of the Committee
were Oliver Tant, Ron McMillan, Paula
MacKenzie and Carolyn Bradley (until her
resignation in July 2023).Nadia Shouraboura
joined the Committee following the approval
of her appointment by shareholders at the
OGM in May 2024 bringing total membership
of the Committee to four members. Details of
Committee meetings and attendance are set
out on page 62 of the Corporate Governance
report. The timing of Committee meetings
is set to accommodate the dates of release
of financial information and the approval of
the scope and reviews of outputs from work
programmes executed by the internal and
external auditors. In addition to scheduled
meetings, the Chair of the Committee has had
many discussions with the CFO and the internal
and external auditors during the course of the
year.
Although not members of the Committee, Mike
Schmidt (CFO), Alex Simpson (General Counsel),
Peter Waterhouse (Group Financial Controller)
and representatives from the internal and
external auditors attended Committee
meetings. The Chair of the Board and the CEO
have also attended Committee meetings upon
the invitation of the Chair of the Committee.
Responsibilities
The responsibilities of the Audit & Risk
Committee, as delegated by the Board, are set
out in its terms of reference which are available
on the Group’s corporate website. They include
the following:
• reviewing the integrity of the financial
statements, price sensitive financial
releases of the Group and the significant
financial judgements and estimates
relating thereto;
• monitoring the scope of work, quality,
effectiveness and independence of the
external auditors and approving their
appointment, reappointment and fees;
• monitoring and reviewing the
independence and activities of the Internal
Audit function;
• assisting the Board with the development
and execution of a risk management
strategy, risk policies and current risk
exposures, including the maintenance of
the Group’s risk register;
• keeping under review the adequacy
and effectiveness of the Group’s internal
financial controls and internal control and
risk management systems;
• making recommendations to the Board in
relation to the appointment of the external
auditor; and
• maintaining effective oversight of
compliance by our UK businesses with the
Groceries Code.
Committee activities in FY24
In discharging its oversight of the matters
referred to in the introductory letter to this
report and as set out below, the Committee
was assisted by management, the Group’s
General Counsel and the internal and
external auditors.
The recurring work of the Committee
The Committee considered the following
matters during the year:
• consideration of the Annual Report and
financial statements of the Group;
• consideration of the interim results report
and non-statutory financial statements of
the Group for the half year;
• consideration of regulatory news service
announcements by the Company;
• consideration of significant areas of
accounting estimation or judgement;
• consideration of the significant risks
included in the Annual Report and of the
risk management processes applied
including satisfying itself that those
processes are rigorous and that the risks
emerging are appropriately disclosed;
• consideration of fraud risks and the controls
in place to detect any occurrences;
• approval of the external auditors terms of
engagement, audit plan and fees;
• review of the effectiveness and
independence of the external auditors;
• review of the going concern and viability
statements;
• approval of the internal audit plan; and
• reports of the UK businesses of the Group
regarding compliance with the Groceries
Code and the annual compliance report to
be filed with regulatory bodies.
Accounting matters
The Committee considered the following
accounting matters during the year:
• the methodology and assumptions applied
by the Group to the value of inventory;
• the relative of prominence of IFRS figures
and other financial metrics;
• accounting practices in relation to
warehouse dilapidations liabilities;
• goodwill impairment in relation to each of
the companies in the Group;
• hedge accounting;
• preparations for upcoming changes to UK
Corporate Governance legislation; and
• the process and controls around the rollout
of the new finance system.
The Group’s performance measures
continue to include some measures which
are not defined or specified under IFRS. The
Committee has considered presentation of
these additional measures in the context
of the Guidance issued by the European
Securities and Markets Authority and the
FRC in relation to the use of Alternative
Performance Measures (“APMs”), challenge
from the external auditor, and the requirement
that such measures provide meaningful
insight for shareholders into the results and
financial position of the Group and that the
APMs support understanding of the financial
statements. These APMs are described in
note 1 of the financial statements and a
reconciliation of the APMs to the equivalent IFRS
measures is provided in note 3.
In considering the accounting matters referred
to above the Committee had regard to papers
and reports prepared by the Group’s finance
department and the external auditors and
the explanations and disclosures made in the
Group’s financial statements. The Committee
also considered the significance of these
accounting matters in the context of the
Group’s financial statements and their impact
on the Group’s statement of comprehensive
income and the statement of financial position.
Audit & Risk Committee report continued
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The meetings at which the following matters were considered are set out below:
September
2023
November
2023
January
2024
May
2024
Internal Audit
Internal Audit annual evaluation •
Internal Audit work plans, reports and updates • • • •
External Audit
Audit reports on preliminary results and Annual Report FY24 •
Audit report on the Group’s interim results FY24 •
External audit plan and strategy •
External auditor’s effectiveness/independence and quality of audit •
Non-audit services provided by the external auditor • •
Accounting matters
The methodology applied to inventory valuation • •
Adopting accounting for hedging instruments and policy • •
Relative prominence of non-IFRS measures •
Accounting for property dilapidation costs •
Goodwill impairment testing • •
Preparations for upcoming changes to UK Corporate Governance legislation • •
The process and controls around the rollout of the new finance system • •
Other matters
Review of the internal controls framework to prevent fraud •
Review of the corporate risk register and risks included in the Annual Report • • •
Review of related party transactions (flights) • • • •
Quarterly reviews of related party transactions (associated companies) • • • •
Year-end final review of related party transactions (store leases) • •
Consideration of post-Brexit implications for financial reporting • •
Review of Groceries Code compliance and complaints • • • •
Review of going concern and viability for FY23 and FY24 • •
B&M UK
IT security controls •
Distribution centre accident reporting and investigations •
Risk register mitigations •
UK SOx readiness (deferred) N/A N/A N/A N/A
Foreign exchange hedging •
Payroll •
Distribution centre security •
FMCG delisting •
Supply chain – direct imports QA •
Distribution centre goods-In •
Mandatory training •
UK store standards assessment process •
Corporate policy compliance •
Third-party sales ledger •
Supplier backhaul •
Store cash banking •
Stores repairs and maintenance •
Distribution centre agency costs •
Employability programmes •
Store stocktake attendance •
Heron Foods
Store support centre payroll •
Corporate policy compliance •
Distribution centre goods-in •
Transport – operator licence compliance •
B&M France
Store standards •
Corporate policy compliance •
New stores opening procedures •
New stores identification •
Other Tasks
Follow-up of recommendations and management actions • • • •
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IT systems and business continuity
The success of the business relies on the
development and operation of IT systems
which are efficient and effective. In addition,
the integrity and security of the IT systems are
vital from a commercial standpoint. IT systems,
cyber security and business continuity are
acknowledged as being significant risks and
the risk mitigations and key actions in FY24
are set out in the principal risk section of this
Annual Report on page 27 and include the
benefits from significant investment in new
IT systems during FY24.
Regulation
The Group operates within a fast-moving and
increasingly regulated marketplace and is
challenged by regulatory requirements across
the board, including those controlling bribery
and corruption, the importation of goods, data
protection and health and safety. This creates
risk to the organisation as non-compliance can
lead to financial penalties and reputational
damage in respect of customers, employees,
suppliers and stakeholders.
The Board reviewed the Group’s compliance
procedures and the application of policies
relating to fraud, anti-money laundering
and anti-bribery.
As a standing agenda item at each of its
meetings, the Committee considered and
reviewed B&M and Heron Foods’ compliance
with the Groceries Code. After the year end
the Committee also reviewed the annual
compliance report of B&M and Heron Foods in
relation to the Groceries Code and approved
it for submission to the regulatory bodies in
accordance with The Groceries (Supply Chain
Practices) Market Investigation Order 2009.
Related party transactions
There is an established process for the
consideration and review of related party store
lease and freehold acquisition transactions of
the Group with the Arora Family. Details of that
process are set out on pages 65 and 66 of the
Corporate Governance report above.
The Committee reviews and monitors for
the Board the overall total number of related
party store leases and rents of the Group with
those related parties during the course of the
year, with a view to assessing any potentially
material increases in the proportion of those
store leases or rents compared with the overall
store estate and rent roll.
Internal control and risk management
The Board has overall responsibility for
ensuring that the Group maintains a sound
system of internal controls. There are inherent
limitations in any system of internal controls
and no system can provide absolute assurance
against material misstatements, loss or failure.
Equally, no system can guarantee elimination
of the risk of failure to meet the objectives of
the business. Against that background, the
Committee has helped the Board develop and
maintain an approach to risk management
which incorporates the framework within which
risk is managed and the responsibilities and
procedures pertaining to the application of
the policy.
The Group is proactive in ensuring that
corporate and operational risks are identified
and managed. A corporate risk register is
maintained which details:
1. the risks and the impact they may have;
2. actions to mitigate risks;
3. risk scores to highlight the implications of
occurrence;
4. ownership of risks; and
5. target dates for actions to mitigate risks.
A description of the principal risks is set out on
pages 23 to 28.
The Board has confirmed that it has carried
out a robust assessment of the principal risks
facing the Group, including emerging risks and
those which threaten its business model, future
performance, solvency or liquidity.
The Board considers that the processes
undertaken by the Committee are
appropriately robust and effective and in
compliance with the guidelines issued by the
FRC. During the year, the Board has not been
advised by the Committee nor has it identified
itself, any failings, frauds, or weaknesses
in internal control which it has determined
to be material in the context of the financial
statements.
The Committee continues to believe that
appropriate controls are in place throughout
the Group, and that the Group has a well-
defined organisational structure with clear
lines of responsibility and a comprehensive
financial reporting system. The Committee also
believes that the Company complies with
the FRC guidance on Risk Management,
Internal Control and related Financial
Business Reporting.
Furthermore, the Internal Audit function has
carried out an assessment of the effectiveness
of actions taken by management to mitigate
significant risks and this has been reviewed by
the Committee.
Reviewing the draft interim
and annual reports
The Committee considered in particular
the following:
• the accounting principles, policies and
practices adopted and the adequacy of
related disclosures in the reports;
• the significant accounting issues, estimates
and judgements of management in relation
to financial reporting;
• whether any significant adjustments were
required as a result of the audit;
• compliance with statutory tax obligations
and the Group’s tax policy;
• whether the information set out in
the Strategic Report was balanced,
comprehensive, clear and concise and
covered both positive and negative aspects
of performance; and
• whether the use of APMs obscured
IFRS measures.
Going concern and financial viability
The Committee reviewed the appropriateness
of adopting the going concern basis of
accounting in preparing the financial
statements and assessed whether the
business was viable in accordance with the
Code. The assessment included a review of the
principal risks including emerging risks facing
the Group, their financial impact, how they
are managed, the availability of finance and
the appropriate period for assessment. The
Committee also ensured that the assumptions
underpinning forecasts were stress tested.
During the year, the Group refinanced part
of its existing 2020 £400m high yield notes
and issued new £250m notes maturing
in November 2030. The remaining £156m
outstanding matures in July 2025 with no
issues foreseen with refinancing. The Group
also enacted the one-year extension to our
Group term loan and revolving credit facility
until March 2029, including a further one-year
extension option.
As a result, the Committee is satisfied that
the going concern basis of accounting is
appropriate and the Group is viable over its
assessment period. Further information is
included within the Group’s Viability Statement
on page 29.
Fair, balanced and understandable
The Committee considered whether the
2024 Annual Report is fair, balanced and
understandable and whether it provides the
necessary information to shareholders to
assess the Group’s position, performance,
business model and strategy. The Committee
considered management’s assessment of
items included in the financial statements and
the prominence given to them. The Committee
and subsequently the Board were satisfied
that, taken as a whole, the 2024 Annual
Report and Accounts are fair, balanced
and understandable.
Audit & Risk Committee report continued
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Strategic Report Corporate Governance Financial Statements
External auditors
KPMG Audit S.à r.l. (“KPMG”) were reappointed by
shareholders at the AGM on 25 July 2023 as the
Group’s independent external auditors (réviseur
d’entreprises agréé) for the financial year ended
30 March 2024. The partners responsible for the
audit are Fabien Hedouin, a partner in KPMG’s
Luxembourg office and Andrew Cawthray,
a partner in KPMG’s Birmingham office. In
accordance with best practice, the Company will
review the provision of audit services and KPMG
will be invited to participate in the tender to be
carried out in the second half of FY25.
Audit independence
The Committee sought and was provided
with assurance from the Audit Engagement
partners that they and all members of KPMG’s
staff engaged in the audit had confirmed that
they and their dependents were independent
and that KPMG as a firm was independent.
Audit quality
The Committee assessed the quality of KPMG’s
audit in a number of ways:
1. the Committee met with the senior
members of the KPMG audit team on three
occasions during the year and discussed
the planning, execution and reporting
of audit work and findings. All senior
members of the KPMG team contributed to
these meetings;
2. in conjunction with the CFO and senior
members of the finance team, the Audit & Risk
Committee discussed and assessed KPMG’s
approach to the execution of and reporting
of their audit and related findings; and
3. the Committee considered the matters set
out in KPMG’s 2023 Transparency Report,
dealing with audit quality monitoring and
remediation. It considered the results of
internal and external engagement reviews
and the steps being taken by KPMG to
address findings. Within KPMG, audit
quality is monitored at a global level and at
an engagement level with all engagement
partners being reviewed at least once in a
three-year cycle.
In reviewing KPMG’s 2023 Transparency
Report, the Committee noted the firm’s
commitment to delivering the right standards
of governance, culture, quality and risk
management. The Committee also discussed
with KPMG the results of the FRC Audit
Quality Inspection of the UK firm, which were
published in July 2023.
The Committee recognised that the majority of
the audits inspected were found to not require
more than limited improvements and that over
a three year period KPMG’s results remained
in line with their peers whilst they continue to
invest with no complacency in regards to their
audit quality.
In relation to the Group’s audit, the Committee
has reviewed the performance of KPMG with
input from management, the Group’s finance
and Internal Audit functions and the General
Counsel. The conclusions reached were that
KPMG has continued to perform the external
audit in a very professional and efficient
manner and it is, therefore, the Committee’s
recommendation that the reappointment of
KPMG be put to shareholders at the AGM on
23 July 2024.
The Committee reviewed the reports
prepared by KPMG on key audit findings
as well as the recommendations made by
KPMG to improve processes and controls
together with management’s responses to
those recommendations. Management has
committed to making appropriate changes in
controls in the areas highlighted by KPMG.
The Committee considered in detail KPMG’s
audit planning documentation and satisfied
itself that the audit work to be carried out by
KPMG covered all significant aspects of the
Annual Report and Accounts. There were no
areas which the Audit & Risk Committee asked
KPMG to look at specifically. KPMG’s report to
the Audit & Risk Committee at the conclusion
of the audit confirmed that the audit had
been carried out as set out in the planning
documentation and the Audit & Risk Committee
considered the findings of KPMG as reflected
in their audit opinion and their year end report
to the Board. KPMG’s audit opinion sets out
the key matters that, in their professional
judgement, were of most significance in their
audit. These are consistent with the key matters
considered and agreed with the Audit & Risk
Committee when the audit was planned.
KPMG’s opinion describes how these matters
were addressed in the audit and the scope
and nature of their work reflects the
thoroughness of their approach and the
degree of scepticism applied.
Non-audit work
The Board’s policy in relation to the auditors
undertaking non-audit services is that they
are subject to tender processes with the
allocation of work being done on the basis of
competence, cost effectiveness, regulatory
requirements, potential conflicts of interests
and knowledge of the Group’s business. Fees
for new audit work must be approved by the
Committee in advance.
KPMG were paid £1,468,000 during the year
in relation to audit work and £100,000 in
relation to work associated with audit-related
assurance services. Fees for other services
provided by KPMG were £160,381 which
principally related to other assurance services.
The Committee is mindful of the attitude
investors have to the auditors performing
non-audit services. The Committee monitors
the appointment of the auditors for non-audit
services with a view to ensuring that non-audit
services do not compromise the objectivity and
independence of the auditors. The Committee
will continue to ensure that fees for non-audit
services will not exceed 70% of aggregate
audit fees measured over a three-year period.
Critical judgements
Critical judgements and key sources of
estimation uncertainty are set out on page 118
of the Annual Report. These relate to investments
in associates and hedge accounting.
Internal audit
The Group Internal Audit function has a direct
reporting line to the Committee and they
were represented at all Committee meeting
discussions throughout the year. During the
year, the Group Internal Audit team undertook
a programme of work which was discussed
with and agreed by both management and
the Committee, and which was designed to
address both risk management and areas of
potential financial loss.
During the year, the Committee received
reports from the Internal Audit function as set
out on page 71.
In relation to each of the areas covered,
Internal Audit made recommendations for
improvements, all of which were agreed by
management and either have been or are
being implemented. Where areas requiring
improvement have been identified, the
Committee has satisfied itself that processes
are in place to ensure that the necessary action
is taken and that progress is monitored.
The Committee has evaluated the performance
of Internal Audit and has concluded that
it provides constructive challenge to
management and demonstrates a constructive
and commercial view of the business.
Committee performance
The performance of the Committee during the
year was evaluated as part of a broader Board
effectiveness review conducted externally and
led by the Chair of the Board, as described on
page 66.
Oliver Tant
Chair of the Audit & Risk Committee
4 June 2024
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Annual Report and Accounts 2024
Nomination Committee report
The Nomination Committee has responsibility for regularly reviewing
the structure, size and composition, and diversity of the Board. It also
reviews the leadership and senior management needs of the Group,
with the aim of ensuring the continued ability of the Group to compete
effectively in the marketplace.
Dear Shareholder,
The Nomination Committee’s report for the
year ended 31 March 2024 is set out below.
Committee composition, responsibilities
and effectiveness
The members of the Committee during the
year were Peter Bamford (Chairman of the
Committee), Carolyn Bradley (until 25 July 2023)
and each of the five Non-Executive Directors being
Ron McMillan, Tiffany Hall, Paula MacKenzie,
Oliver Tant and Hounaïda Lasry (following her
appointment on 22 September 2023). Although
not members of the Committee, the CEO Alex
Russo and the General Counsel attended each
of the Committee’s meetings during the year. In
addition, the Committee invited the Group People
Director as and when it considered appropriate
to attend the meeting. Details of Committee
meetings, and attendances are set out on page
62 of the Corporate Governance report.
The Committee has responsibility for reviewing
the structure, size and composition of the Board,
including the skills, knowledge, experience and
diversity of the Board. Further details of the other
main responsibilities of the Committee are set out
on page 63 of the Corporate Governance report.
The Committee’s terms of reference are also
available on the Company’s website at
www.bandmretail.com
The effectiveness of the Committee during the
year was evaluated in September 2023 as part of
a broader Board performance review conducted
externally and led by the Chairman of the Board.
Committee activities
During the year under review the main
activities of the Committee was primarily
focused on succession planning for the
several key roles on the Board. Diversity, wider
executive team development, retention and
conflicts of interest were also considered, each
of which are described in further detail below.
Board succession
In the period under review, the Committee,
led by the Chairman, oversaw the process
of identifying and recommending the
appointment of two new Non-Executive
Directors. The searches were carried out
by Audeliss Limited and Russell Reynolds
Associates, who carried out preliminary
interviews to create a short list of candidates to
be considered by the Nomination Committee.
As a result of the process Hounaïda Lasry
joined the Board on 22 September 2023
as an Independent Non-Executive Director.
The work of the Committee resulted in
Nadia Shouraboura’s appointment early
in FY25 on 29 May 2024.
The Committee ensures that a comprehensive
induction process is carried out with all new
Directors on their appointment to the Board.
The details of the induction process carried out
with Hounaïda is set out on page 66 and 67.
A similar induction will follow for Nadia after
publication of this document.
Oliver Tant succeeded Ron McMillan as Chair
of the Audit & Risk Committee following the
AGM in July 2023 when Ron stepped down
from his roles as Senior Independent Director
and Chair of the Audit & Risk Committee. Oliver
has the requisite recent and relevant financial
experience for the role. Tiffany Hall succeeded
Ron as Senior Independent Director following
the AGM in July 2023. Tiffany has served on
the Board for six years and has been Chair of
the Remuneration Committee since 1 January
2020 and has a wealth of public company
board experience including formerly Senior
Independent Director at Howden Joinery
Group plc.
Carolyn Bradley decided not to stand for re-
election as a Non-Executive Director at the FY23
AGM. In order to ensure continuity on the Board
with the number of changes in other roles in
FY24, Ron McMillan agreed to continue the role of
Non-Executive Director for an additional year until
the AGM in July 2024. As previously announced,
Ron will retire from the Board at the conclusion of
the Company’s AGM on 23 July 2024.
Peter Bamford notified the Board in January
2024 of his intention to retire during the calendar
year and Tiffany hall, acting in her capacity as
Senior Independent Director, was appointed
by the Nomination Committee to lead the
recruitment process. An executive search firm,
Russell Reynolds was appointed who created a
shortlist of external candidates for interview in
consultation with the Nomination Committee. In
addition to the external candidates, an internal
candidate, Tiffany Hall, was approached
for consideration and she confirmed her
willingness to be considered for the role of
Chair. Following Tiffany’s confirmation of interest
in the role of Chair, the Chair recruitment
process was led by Ron McMillan. Following
careful consideration of all the candidates, the
Nomination Committee recommended Tiffany’s
appointment to the role of Chair which was
subsequently approved by the Board. As a result
Peter will not stand for re-election at the AGM
in July 2024 and following conclusion of the
meeting Tiffany will be appointed as Chair.
As announced on 5 June 2024, Oliver Tant will
succeed Tiffany Hall as Senior Independent
Director, Hounaïda Lasry will succeed Tiffany
as Chair of Remuneration Committee and
Paula MacKenzie will succeed Tiffany Hall as
the Designated Non-Executive Director for
Workforce Engagement from conclusion of the
Annual General Meeting on 23 July 2024.
Board diversity
Throughout the year, the Committee has
continued to develop its succession planning
in relation to both executive and non-executive
roles. In particular, the Committee has
continued to review the Group’s diversity in
relation to the Board and at other levels of senior
management in the business. As referred to
on page 65, the Group’s recruitment processes
and diversity policy, recognise the value which a
diverse board brings to its business.
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The Committee is aware that the Listing
Rules require UK listed companies to report
information and disclose against targets on the
representation of women and ethnic minorities
on their boards, with the intention of making
it easier for investors to see the diversity of
their senior leadership teams. The rules apply
to premium listed companies and the period
under review in this report requires reporting
against the Listing Rules requirement.
For the first half of FY24 as a consequence
of succession planning for key roles the
proportion of female Directors on the Board
fell below the Listing Rules gender targets
of at least 40% of females appointed to the
Board. In the second half of FY24 with the
appointment of Hounaïda Lasry this proportion
increased to 37.5% of females appointed to
the Board. However, as a consequence of
the appointment of Nadia Shouraboura the
proportion of female Directors on the Board
now stands at 44% exceeding the Listing
Rules target of 40%. Following Ron McMillan’s
retirement at the AGM in July 2024, the
proportion of female Directors on the Board
will increase to 50%.
As set out above, the Board appointed Tiffany
Hall to the position of Senior Independent
Director from July 2023. This satisfies the target
that at least one of the senior Board positions,
Chair, CEO, CFO or Senior Independent Director
should be a woman. This target will continue
to be satisfied from conclusion of the Annual
General Meeting in July 2024 when Tiffany Hall
will be Chair of the Board of Directors.
Prior to Simon Arora’s retirement early in FY24,
the Board complied with ethnic diversity targets
of having at least one director with an ethnic
minority background on the Board. From its
initial public offering in 2014, the Company has
had continual ethnic minority representation
on its Board. In the period under review, the
Committee, led by the Chairman, oversaw
the process of identifying and recommending
the appointment of Hounaïda Lasry. The
Committee appointed Audeliss Limited with the
aim of meeting the Listing Rules requirement of
at least one member of the Board being from
an ethnic minority background. Hounaïda’s
appointment means the Board is compliant
with this requirement.
Page 67 sets out numerical information on
the diversity of the Board and executive
management by gender and ethnicity.
Further details of the Group’s ethnic and gender
diversity policies are set out on page 65.
The percentage of female representation within
the senior management of the Group reporting
either directly to the Board or the Executive
Committee was 42.7% at the end of FY24.
The percentage of ethnic minority
representation within the senior management
of the Group reporting either directly to the
Board or the Executive Committee was 3.7% at
the end of FY24.
As recommended by the Parker Review,
the Company has voluntarily set targets for
10% ethnic minority representation within
senior management by the end of FY27.
The Company maintained its target for
40% female representation within the
senior management team.
In FY24 the Company collected data in respect
of diversity from its new starters. Colleagues are
encouraged to give their ethnic origin, sexual
orientation, religion, any disability and gender
in accordance with government guidelines.
Data collection is performed on the basis of
self-reporting by the individual concerned.
Wider executive team developments
The Committee has a role in reviewing the
senior management requirements of the
Group to ensure a strong management team
to support the growth and complexity of the
Group. The Committee is pleased to report the
following key changes and appointments:
• Summer 2023 – Patrick Rawnsley retired as
General Counsel and Allison Green, Group
People Director left the organisation.
• August 2023 – Alex Simpson was
appointed as the Group’s General Counsel
with responsibility for governance, legal
and compliance, and human resources.
Alex was also appointed to the Executive
Committee of the Group.
• September 2023 – Suzie Williams, Group
IT Director was appointed to the Executive
Committee of the Group.
• April 2024 – Peter Waterhouse (Group
Financial Controller) and James Kew
(Director of Retail Operations) were
promoted internally to membership of the
Executive Committee.
The above appointment and promotions
recognise the important skill sets and
experience required to support the Group’s
continuing growth, whilst maintaining the key
principles of the business model of keeping
things simple with a tightly managed core
team with complimentary attributes.
Other senior recruitments have been made
or are planned in relation to other areas of
strategic and operational importance as the
Group continues to grow in the UK and France.
The Committee receives reports from the CEO
and Group’s General Counsel in relation to
progress with planned recruitments to the
broader executive team as a regular agenda
item of the Committee’s business.
Retention of senior management
Senior executives are appropriately
incentivised through bonus and share option
arrangements and a package of market
competitive benefits.
Conflict of interests
The Committee requires any proposed
appointee to the Board to disclose any other
business interests that may result in a conflict
of interest and to report any future business
interests that could result in a conflict of
interest.
The Committee carried out the above process
on behalf of the Board in considering any
conflicts of interest of Non-Executive Directors
where they disclosed their intention to take
up other additional external appointments
during the year. The Committee is assisted by
the Group’s General Counsel who maintains
a register of external appointments of the
Company’s Board members and sectors within
which companies they are appointed
to operate.
Peter Bamford
Chairman of the Nomination Committee
4 June 2024
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Annual Report and Accounts 2024
Directors’ remuneration report
Dear Shareholder,
I am pleased to present the Company’s
remuneration report for 2023/24. This report
contains:
• The Company’s forward-looking Directors’
Remuneration Policy on pages 79 to 85,
which will apply from 31 March 2024
onwards, and which is subject to a
shareholder advisory vote at our 2024 AGM.
• The Company’s Annual Report on
Remuneration on pages 86 to 95, which
details the remuneration paid to the
Directors in the 2023/24 financial year, and
which is subject to a shareholder advisory
vote at our 2024 AGM.
Market overview and performance
Many retailers continue to find it tough, and
the last financial year has seen a number of
medium sized retailers fail, has seen numerous
profit warnings by a wide variety of retailers
and has seen 10,000 stores closed and
120,000 jobs lost in the retail industry
1
. Against
this competitive and difficult background for
retailers and consumers, B&M has prospered.
Store openings have accelerated and the long-
term store target has been increased from 950
to 1,200. There have been 78 Group gross store
openings over the year, and we now have 741
B&M stores in the UK, 124 B&M stores in France
and 335 Heron Foods discount convenience
stores in the UK. Under Alex Russo’s leadership
the B&M model has been refined and
improved with a relentless focus on high store
standards, buying well and cost control to
deliver everyday low prices to customers. The
strength and depth of the management team
has been improved with a combination of new
hires and development of internal talent and
employee engagement scores for the wider
workforce continue to be high.
In terms of financial performance, it has been
a strong year for the Group, with increased
profits and cash generation. We have delivered
a record Group adjusted EBITDA (pre-IFRS 16)
of £629m at a margin of 11.5%, exceeding our
“lockdown” peak of £626m. This has been driven
by a record year of revenues of £5.5bn, up 10.1%,
and maintaining our discipline on ensuring
growth translates into cash. We declared £348m
as ordinary and special dividends, bringing the
cumulative total of cash returns to shareholders
to £1.8bn over the last four financial years.
Incentive outcomes for 2023/24
The EBITDA element of the Annual Incentive
Plan (“AIP”) was met in full, and the personal
objectives were close to maximum, with
performance and assessment detailed on
pages 87 and 88 The resulting AIP outcome
as a percentage of maximum was 98.75% for
Alex Russo and 96.25% for Mike Schmidt for the
2023/24 performance year.
The three-year performance period for the
2021-2024 Long-Term Incentive Plan (“LTIP”)
awards ended on 31 March 2024. Mike Schmidt
did not receive this award, as he had not yet
joined B&M. Alex Russo was granted this
LTIP award on 3 August 2021. It is subject to
two performance conditions: 50% adjusted
earnings per share (“EPS”); and 50% relative
total shareholder return (“TSR”) against FTSE 350
retailers. B&M’s TSR performance was between
median and upper quartile, and resulted in
87.88% vesting of the TSR element. B&M’s
adjusted EPS was 36.8p relative to a maximum
target of 42.3p, and resulted in 48.44% vesting of
the EPS element. Taken together, overall vesting
due to performance is 68.16% of maximum.
This award is due to vest on 3 August 2026, five
years from grant following the expiry of a two-
year holding period.
The EPS target ranges for the 2021 LTIP award
were initially set at grant as 37p to 45p. These
were set assuming a corporation tax rate of
19% which was subsequently increased to 25%
during the performance period. In determining
performance assessment for this award, the
Committee made an adjustment to the EPS
target ranges to ensure that performance is
measured on a consistent LFL basis with the
stretch envisioned and intended at the time of
grant. The adjusted ranges against which EPS
performance of 36.8p was measured is 34.3p to
42.3p. These targets are no easier and no harder
than originally intended. Without this adjustment,
the level of vesting of the EPS element would not
be a fair reflection of management performance
and the strong underlying earnings growth that
has been delivered for shareholders.
Finally, the Committee has discretion to
adjust the level of vesting of incentives if it
determines this to be appropriate. After careful
consideration of overall B&M performance,
individual performance, the experience of
employees and shareholders, it determined
that the formulaic outcomes described above
under both the AIP and LTIP were appropriate,
and therefore did not exercise any discretion.
Remuneration policy review
The current remuneration policy is due for
renewal this year in line with the usual three-
year timescales for UK listed companies and
the Committee has undertaken a full review.
The review has been undertaken in the context
of B&M’s place as a firmly established FTSE 100
company; consistent outperformance of retail
grocery peers; strong shareholder returns; and
overall market competitiveness.
Annual statement by the Chair
of the Remuneration Committee
1. “120,000 jobs lost in 2023”, Retail Gazette,
8 January 2024.
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B&M has seen strong relative and absolute
performance against an uncertain backdrop
and continues to deliver industry-leading
profit margins. In the time since our last policy
review, Alex Russo was appointed CEO and
there has been a seamless transition from
an entrepreneurial founder to a professional
manager. Under his leadership our overall
corporate culture has improved through
relentless focus on store standards and B&M
continues to deliver sustainable, profitable,
cash-generating growth.
Following the formulation of a set of initial
proposals, we conducted an extensive
consultation exercise with shareholders,
engaging with over 30 shareholders
representing nearly two-thirds of our share
capital as well as with major investor advisory
bodies. The feedback we gathered was
invaluable in shaping our plans and we
adjusted the proposed policy as a result of the
feedback. We were happy there was broad
support for our proposals.
The Committee believes the current policy
is largely fit for purpose from an overall
structure and best practice perspective but
are proposing quantum increases in order to
address market competitiveness and future-
proof for the next three years. For the CEO,
the incentive opportunity will be increased
by 50% of salary (to 250%) across both the
annual bonus and LTIP and for the CFO the
headroom under the policy will be increased to
a maximum opportunity of 200% of salary for
both the annual bonus and the LTIP although
there is no intention to utilise this headroom
for the CFO in FY25. It is also proposed that the
benefits cap of £75,000 be removed although
the benefits value is not expected to exceed
£100,000 in any given year.
It is proposed that the in-employment and
post-employment shareholding requirements
are increased to 250% of salary to align
with the increased LTIP opportunity for the
CEO. Further, where guidelines have been
met partially or in full, we are introducing
a relaxation of bonus deferral provisions
(described below). Note that the Committee
has taken a principle-based approach to
ensuring the policy supports the attraction
and retention of high-quality talent, whilst
ensuring that Executive Directors’ interests are
aligned with those of shareholders. Under the
new policy the deferral will be linked to the
Executive Director meeting the shareholding
guideline. We believe this is a proportionate
and principle-based approach that will provide
B&M with a competitive edge in attracting and
retaining executive talent whilst still having
a clear emphasis on shareholder alignment
across the arrangements as a whole.
Taking account of his performance in role and
market competitiveness, we are also proposing
an increase of 9.4% to the CEO’s salary. This
increase is the second part of a phased
increase for Alex Russo with the initial increase
applied on his appointment as CEO. Taken with
the above, the proposed increase to the CEO’s
overall remuneration package recognises his
individual and the Group’s strong performance
and takes appropriate account of market
reference points. The positioning of the total
package at maximum performance is around
the upper quartile compared to FTSE 100 UK
retail peers and reflects that it is vital we ensure
our high-performing CEO is retained and
remains motivated.
Implementation of remuneration policy
for 2024/25
Alex Russo will receive a salary increase of 9.4%
from 31 March 2024. which is below the real living
wage increase of 9.8%, which the majority of our
employees will receive in April 2024, as they are
hourly paid. Mike Schmidt will receive a salary
increase of 3%, in line with increases for our
salaried employees.
The Committee also intends to provide a
£30,000 per annum accommodation allowance
to Alex Russo. This is in recognition of the need
for Alex to maintain a base in London and a
base in the north of England due to his focus on
frequent store visits across the network.
The resulting operation of policy for 2024/25
will be as follows:
Element Implementation for 2024/25
Base salary
• Alex Russo (CEO): Increase from £832,000 to £910,000 (+9.4%)
• Mike Schmidt (CFO): Increase from £468,000 to £482,040 (+3.0%)
AIP
• For CEO, maximum opportunity increased from 200% to 250% of salary
• For CFO, maximum opportunity remains at 150% of salary
• 75% based on Group adjusted EBITDA and 25% based on personal objectives
• 50% of any bonus earned will be deferred into shares for three years (subject
to interaction with shareholding guidelines below)
LTIP
• For CEO, 2024 award of 250% of salary (2023: 200% of salary)
• For CFO, 2024 award of 175% of salary (2023: 175% of salary)
• 50% based on adjusted EPS and 50% based on relative TSR vs FTSE 350 retailers
Pension • 3% of salary less employer’s National Insurance contributions (“NICs”), in line
with the wider workforce
Shareholding
guidelines
(including
interaction
with bonus
deferral)
• Increase in-employment and post-employment shareholding guidelines from
200% to 250% of salary for CEO, in line with increase in LTIP maximum
• Introduction of a phased relaxation of bonus deferral provisions relative to
shareholder guidelines. If the shareholding guidelines have not been met, 50%
of bonus is deferred into shares (as usual). If half of the guidelines are met, 25%
of bonus is deferred into shares. If the guidelines have been met, no bonus
deferral applies.
Conclusion
I hope that you find the information in this
report helpful and informative, and that you
can support the decisions made this year
in relation to the implementation of our
remuneration policy for 2023/24 and how
we intend to operate our proposed policy
for 2024/25. The Committee believe the
proposed policy changes increase market
competitiveness and future-proof the policy
for the next three-years.
As announced on 5 June 2024, Hounaïda Lasry
will be appointed as Chair of the Remuneration
Committee on conclusion of the Annual
General Meeting on 23 July 2024
The Committee is keen to hear any feedback
on the information set out in this report. If any
questions or comments do arise then please
contact me, or alternatively I will be available
at the AGM to take any questions.
Tiffany Hall
Chair of the Remuneration Committee
4 June 2024
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Role of the Remuneration Committee
The Committee has responsibility for
determining the Company’s policy on
remuneration of the Executive Directors and
the Chair, the first layer of senior management
of the Group below the Board and the Group’s
General Counsel. Its terms of reference are
reviewed annually, with changes made
to take account of corporate governance
developments and best practice.
Provision 41 (bullet 6) of the UK Corporate
Governance Code 2018, provides for the
Remuneration Committee to describe what
engagement with the workforce has taken
place to explain how executive remuneration
aligns with wider Company policy.
The Committee does not consult directly with
employees when reviewing levels of Executive
Directors’ remuneration but it takes account of
pay policies for the broader salaried workforce
when undertaking annual salary reviews for
the Executive Directors, as well as reviewing
policy and practices for employees when
determining remuneration policy for
Executive Directors.
The Committee’s terms of reference are
available on the Company’s website at
www.bandmretail.com.
Corporate Governance Code
The Committee is conscious of the Code’s
references to remuneration arrangements being
clear, simple, predictable, proportionate and
to take adequate account of risk while being
aligned to culture. These factors have been
considered and are felt to be satisfied through:
• Clarity – the Company’s remuneration
policy and implementation of policy are
clearly disclosed each year in this report.
The Committee proactively engages with
shareholders and their representative
bodies as part of the triennial policy
renewal process and is available to discuss
matters at any other time;
• Simplicity – the Company operates a
simple pay model which encourages
superior performance, and only rewarding
sustained success achieved in a manner
consistent with the Board’s overall
objectives to deliver superior returns for our
shareholders. This is set by the operation of
a mix of absolute profit targets and relative
TSR assessed alongside stretching personal
objectives which recognise delivery against
defined goals. We will continue with this
approach for 2024/25 in line with the
approach for 2023/24;
• Risk – the overall policy offers reward
subject to the operation of suitably
stretching targets, which is consistent with
our business model as a value retailer.
We have again set stretching targets for
variable pay in 2024/25 in the context of
the business plan. Payments of variable
pay are subject to the Committee being
satisfied that the outcome is appropriate,
and all our variable pay plans include the
ability to operate malus and clawback
where necessary;
• Predictability – the Directors’ Remuneration
Policy includes a scenario chart showing
potential pay levels on various assumptions
and all awards are subject to maximum
grant levels as set out in the policy;
• Proportionality – the out-turn in respect
of variable pay is clearly set out in this
report and payments are contingent on
the strategic pillars of EBITDA, EPS, relative
TSR and personal objectives pre-set by the
Board. As indicated under “Risk” above, the
out-turn can be reduced as appropriate;
and
• Alignment to culture – the variable pay
plans are consistent with our focus on
performance and incentivisation down to
store and deputy store manager levels.
Luxembourg Law
The Luxembourg Law of 24 May 2011 on certain
rights of shareholders at general meetings
of listed companies (as amended by the
Law of 1 August 2019) which adopts the EU
Shareholders’ Directive 2017/828 on directors’
remuneration requires that the remuneration
policy of the Company be put to shareholders
to vote at least once every four years. However,
in accordance with the Company’s voluntary
policy since the IPO of putting the remuneration
policy to shareholders for voting on every
three-years, that practice will continue to
be followed, which will comply with the
Luxembourg Law.
The Annual Report on Remuneration has
been prepared to comply with the reporting
requirements of the Luxembourg Law on
directors’ remuneration referred to above.
The Company, as a Luxembourg registered
company, is not subject to the regulations
adopted in the UK in 2013 (and as amended)
for the reporting of executive remuneration.
However, in addition to the Luxembourg
Law reporting requirements, the Committee
considers the UK regulations to also be
reflective of best practice and helpful to
shareholders to maintain consistency with
the Company’s reporting in previous years
while also complying with the requirements
of the Luxembourg Law. The report has
therefore been prepared by the Company to
follow the practice (as in previous years) of also
voluntarily adopting the UK reporting regime
where practical.
Directors’ Remuneration Policy
The Remuneration Committee presents the
Directors’ Remuneration Policy which will be
put to an advisory vote at the AGM on 23 July
2024. The revised policy, if approved by
shareholders, will take effect from the start of
the 2024/25 financial year and is expected to
remain in force until the conclusion of the 2027
AGM.
The Committee has undertaken a thorough
review of the Directors’ Remuneration
Policy, with support from external advisors
and management (with no Director being
present when decisions relating to their own
remuneration were being made) and with
particular reference to: B&M’s place as a
firmly established FTSE 100 company;
consistent outperformance of retail grocery
peers; strong shareholder returns; and overall
market competitiveness.
Business context to review the
Directors’ Remuneration Policy
B&M has seen strong relative and absolute
performance against an uncertain backdrop.
The consumer is still struggling and the macro
environment remains very uncertain with
many retailers failing. B&M however is still
delivering industry-leading profit margins
and sustainable, cash-generating, profitable
growth under Alex Russo’s leadership. The
cost-of-living crisis continues but B&M is
playing a key role in helping consumers with
low prices and relevant ranges.
Under Alex’s tenure, we are on course to match
and surpass our peak COVID profitability.
Additionally, our stock position has improved
materially. Improving cash flow and strong
cash flow returns to shareholders are now
embedded in the business and part of our
core mantra “to drive profitable, cash-
generating growth”.
Proposed changes to
remuneration policy
The proposed changes to the policy and the
rationale for those changes are set out in the
table opposite.
Directors’ remuneration report continued
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Element of policy Changes to policy Rationale
Benefits
• Removal of the £75k cap, albeit not expected to exceed
£100k in any given year
• Builds additional flexibility into policy
• Increases market competitiveness
Bonus quantum
• Increase maximum bonus opportunity for CEO from 200% to
250% and for CFO from 150% to 200% (although no intention
to utilise additional headroom for the CFO in 2024/25)
• Addresses market competitiveness challenges
• Supports retaining and motivating a high-performing CEO
• Aligned with closest FTSE 100 UK retail peers
Bonus deferral
• Introduction of a phased relaxation of bonus deferral
provisions relative to shareholding guidelines
• If the shareholding guidelines have not been met, 50%
of award obtained is deferred into shares. If half of the
guidelines are met, 25% of amount earned is deferred into
shares. If the guidelines have been met, no deferral.
• Policy continues to align with best corporate governance
principles for UK plc companies around shareholder
alignment but the Committee believes relaxing deferral
provisions once shareholding guidelines are met is
appropriate for B&M. LTIP awards remain subject to a five-
year time horizon from grant and shareholding guidelines
have been increased to 250% of salary for the CEO.
LTIP quantum
• Increase maximum LTIP opportunity for CEO from 200% to
250% and for CFO from 175% to 200% (although no intention
to utilise additional headroom for the CFO in 2024/25)
• Addresses market competitiveness challenges
• Supports retaining and motivating a high-performing CEO
• Aligned with closest FTSE 100 UK retail peers
In-employment and
post-employment
shareholding
guidelines
• Increase in-employment and post-employment
shareholding guidelines from 200% to 250% of salary
for CEO
• Ensures alignment with increased LTIP opportunity for CEO
Benchmarking context
The review of our remuneration policy has
been informed by examining benchmarking
data for a comparable group of FTSE 100
retailers with B&M sitting broadly in the middle
when ranked by market capitalisation. The
comparator companies considered were as
follows: Howden Joinery; JD Sports; Kingfisher;
Marks & Spencer; Next; Ocado; Sainsbury’s;
and Tesco.
How the views of shareholders
are taken into account
The Committee undertook an extensive
shareholder consultation exercise over
several months in determining and refining
the proposed changes to the policy.
We engaged with over 30 shareholders
representing nearly two-thirds of our share
capital, as well as with major investor advisory
bodies. The feedback we gathered was
invaluable in shaping our plans. For example,
the increased in-employment and post-
employment shareholding requirement
of 250% of salary for the CEO to align
with the increased LTIP opportunity was
implemented as a direct response to
consultation with our shareholders. Overall,
we were pleased that there was broad support
for our final proposals.
Policy table
The table below describes the elements of
remuneration policy for our Executive Directors:
Element and purpose Policy and opportunity Operation and performance conditions
Base salary
This is the basic
pay and reflects the
individual’s role,
responsibility and
contribution to the
Group.
Base salaries are normally reviewed annually. Changes
typically take effect from the beginning of the relevant
financial year.
On review, consideration is given by the Committee
to a range of factors including the Group’s overall
performance, market conditions and individual
performance of executives and the level of salary
increase given to employees across the Group.
Base salaries are targeted at market levels, with reference
to companies with a comparable market capitalisation.
Salary increases will typically not exceed the general level
of increase awarded to other salaried staff. However,
higher increases may be awarded in appropriate
circumstances, including in the event of a change the roles
and responsibilities of an Executive Director or when there
are changes to the size and/or complexity of the business.
Base salary is typically paid monthly in cash.
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Element and purpose Policy and opportunity Operation and performance conditions
Benefits
To provide benefits
that are valued by
the individual.
Provide market competitive benefits.
The Group may periodically review benefits available to
employees. Executives will generally be eligible to receive
those benefits on similar terms to other senior employees.
Where the Committee considers it appropriate to do so,
additional relocation expenses for a limited period and/or
tax equalisation payments may be provided.
Executives may be entitled to a wide range of benefits, dependent
on their circumstances including: accommodation allowance; car
allowance or a company car; car insurance and other running
costs and fuel for business use; death in service life assurance,
permanent disability and critical illness insurance; medical
insurance; travel; and any other Group-wide benefits including a
B&M stores discount card with a discount level aligned with that
available to other qualifying employees (currently 10%).
Any benefits provided in the normal course of business (e.g. travel
and hospitality) are authorised by the Committee on a standalone
basis. If these are deemed to be taxable benefits, they will be
disclosed as such in the single figure table and the benefits
provided may include a payment in respect of the tax liability.
Pension
To provide an
appropriate level
of contribution to
retirement planning.
Pension contributions for existing and future Executive
Directors are and will be aligned with the wider workforce
contribution rate, which is currently 3% of salary.
Executives may take pension benefits as contributions to defined
contribution personal pension plans, or elect to receive cash in
lieu of all or part of that benefit (this is not taken into account as
salary for calculating bonus, LTIP or other benefit awards).
Annual bonus
To incentivise and
reward individuals
for the delivery of
annual performance
targets.
The maximum annual bonus opportunity is 250% of base
salary for the CEO and 200% of base salary for other
Executive Directors.
For financial measures, up to 25% of the bonus will be
earned for threshold performance increasing to up to
50% for on-target performance and 100% for maximum
performance. For non-financial measures, the amount
of bonus earned will be determined by the Committee
between 0% and 100% by reference to its assessment of
the extent to which the relevant metric or objective has
been met.
For Executive Directors who have not met the shareholding
guidelines, 50% of the bonus is paid in shares and the
balance of the bonus paid in cash. For Executive Directors
who have met at least half of the shareholder guidelines,
25% of the bonus is paid in shares and the balance of
the bonus paid in cash. For Executive Directors who have
met the shareholding guidelines, the entire award is paid
in cash. The bonus amount paid in shares is normally
contingent on employment for a further three-years.
Such deferred shares will be entitled to a further benefit
calculated by reference to dividends paid during such
period as the Committee determines, ending no later
than the vesting date. This benefit may assume the
reinvestment of dividends into B&M shares on such basis
as the Committee determines.
Clawback and malus provisions may apply to awards
made under the annual bonus and are described below
this table.
The performance measures are reviewed at least annually by
the Committee in line with the Company’s strategy.
The performance measures applied may be financial (with at
least a 75% weighting on such measures) and/or operational
and corporate, divisional and/or individual.
The Committee has the ability to make adjustments to
performance targets during any performance period where
it considers it would be appropriate to do so (for example to
reflect any events arising which were unforeseen when the
performance conditions were originally set by the Committee,
or to reflect a change in strategy or a material acquisition or
divestment).
The Committee has discretion to adjust the formulaic
outcomes of the annual bonus upwards or downwards
(including to nil) to reflect any fact or circumstance which the
Committee considers to be relevant. Any adjustments will be
disclosed in the relevant Annual Report on Remuneration.
Directors’ remuneration report continued
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Element and purpose Policy and opportunity Operation and performance conditions
Long-term
incentives
To incentivise the
delivery of strategic
objectives over the
longer term, the
Group operates
the LTIP.
Awards of shares can be made with a maximum face
value on grant (as determined by the Committee) in
respect of any year for the CEO of 250% of base salary and
for other Executive Directors of 200% of base salary, save
for exceptional circumstances such as recruitment where
the grant may be in excess of this limit in order to grant
buy-out awards on recruitment.
Awards will be subject to a two-year holding period post
the end of the performance period.
Clawback and malus provisions may apply to awards
made under the LTIP and are described below this table.
Shares which vest under LTIP awards will be entitled to a
further benefit calculated by reference to dividends from
the grant to the end of the holding period. This benefit may
assume the reinvestment of dividends into B&M shares on
such basis as the Committee determines.
Awards may be made annually of nil cost options on (or
equivalent forms of award) vesting subject to the satisfaction
of performance conditions, ordinarily assessed over a period
of three financial years.
The Committee may set performance conditions based on
financial and/or operational and corporate, divisional and/or
individual criteria as it considers appropriate.
The Committee has discretion to make adjustments to targets
during any performance period in cases where it considers
it would be appropriate to do so (for example to reflect any
events arising which were unforeseen when the performance
conditions were originally set by the Committee, such as a
change in strategy or a material acquisition or divestment).
The Committee has discretion to adjust the formulaic
outcomes of the LTIP upwards or downwards (including to
nil) to reflect any fact or circumstance which the Committee
considers to be relevant. Any adjustments will be disclosed in
the relevant Annual Report on Remuneration.
No more than 25% of an award can be earned for threshold
performance.
In-employment
shareholding
requirement
To encourage share
ownership and
create alignment of
interests of Executive
Directors and
shareholders.
Executive Directors who have not yet met the shareholding
guidelines, are expected to retain at least 50% of all
shares which vest under the deferred bonus and LTIP (or
any other plans which may be adopted in the future) on a
net of tax basis until they hold shares of a specified value.
The required level of shareholding is equal to the Executive
Directors’ normal annual LTIP award levels.
Deferred shares from annual bonus awards and LTIP shares
which are in a holding period count towards the required level
of shareholding, in each case on a net of assumed tax basis.
Executive Directors are expected to maintain their minimum
shareholding levels once they have obtained those
shareholding levels. The Committee will review shareholding
guidelines during the period of the policy but without making
guidelines any less onerous overall.
The Committee retains discretion to disapply or vary this
requirement in exceptional circumstances.
Post-employment
shareholding
requirement
Shares are subject to this requirement only if they are
acquired from share awards (other than awards granted
under all employee share plans) from FY21 onwards.
For two years post-employment (or, if the Committee so
determines, for two years after the Executive Director has
stepped down from the Board) the Executive Director must
retain such of their relevant shares as have a value equal
to 100% of the in-employment shareholding requirement
(or all of those shares if lower).
Shares completing their performance period during
this two-year period will remain subject to the two-year
holding period.
Shares purchased by the Executive Director (including
those from all employee share plans), will not be included
in this requirement.
It is possible for shares counting towards this requirement
to not be released during the period in which the post-
employment shareholding requirement applies, to support
enforceability.
The Committee retains discretion to disapply or vary this
requirement in exceptional circumstances.
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17%
35%
41% 34%
35%
41% 34%
100% 30% 16% 15%
£7,000k
£6,000k
£5,000k
£4,000k
£3,000k
£2,000k
£1,000k
£0k
Fixed pay
Minimum
£978k
On-target
CEO – Alex Russo
£3,253k
Maximum
£5,528k
Maximum
(with 50% share
price appreciation)
£6,666k
AIP LTIP Share price growth
17%
32%
40% 33%
27%
34% 29%
100% 41% 16% 21%
£3,000k
£2,500k
£2,000k
£1,500k
£1,000k
£500k
£0k
Fixed pay
Minimum
£535k
On-target
CFO – Mike Schmidt
£1,319k
Maximum
£2,102k
Maximum
(with 50% share
price appreciation)
£2,524k
AIP LTIP Share price growth
Element and purpose Policy and opportunity Operation and performance conditions
All-employee
share plans
To encourage share
ownership by employees
and participate in the
long-term success
of the Group, the
Group operates an
all-employee share
incentive plan (“SIP”) for
B&M UK employees
which was adopted prior
to Admission.
Executive Directors can participate in the all-employee SIP on
the same terms as other employees of B&M in the UK.
Under the rules of the SIP employees can purchase shares
up to a maximum limit (currently £1,800) per annum from
their pre-tax and pre-National Insurance salary through a UK
resident SIP Trust.
The rules also permit an award of free shares worth up to a
maximum limit (currently £3,600) per year and for purchased
shares to be matched on up to a 2:1 basis although these
elements have not been operated to date.
These limits can be changed in line with UK legislation
governing these plans.
Existing awards
The Company will honour any annual bonus
or long-term incentive commitments already
entered into with Executive Directors and/or
any other pre-existing annual bonus and long-
term incentive commitments on any person
joining the Board.
Operation of variable pay
Annual Incentive Plan
The Committee will set the performance targets
annually under the AIP to take account of the
Company’s three-year management plan. The
metrics adopted by the Committee and the
weighting of them may vary in relation to the
Company’s strategy each year.
The performance conditions in the first year of
the operation of the policy are as follows:
• 75% EBITDA, which is a primary measure
of the Company’s growth and indicator of
potential returns for shareholders; and
• 25% linked to personal measures (which
may be financial in nature), which
incentivise management to achieve results
aligned to the broader business strategy.
Long-Term Incentive Plan
The Committee sets the performance targets
in relation to the LTIP to take account of the
Company’s strategic plan. In the first year
of operation of the policy, the measures are
as follows:
• 50% relative TSR, which measures the
Company’s ability to generate value
in excess of that created by similar
businesses; and
• 50% adjusted EPS, which measures the
Company’s ability to grow earnings which
are an indicator of returns for shareholders.
Malus and clawback
The rules of the Company’s share plans include
the following malus and clawback provisions:
• the AIP rules include provision for clawback
within a three-year period following
payment;
• the deferred share plan rules include
provision for malus prior to exercise and
clawback within a three-year period
following vesting; and
• the LTIP rules include provision for malus
between grant and the expiration of the
holding period and clawback within a
three-year period following determination
of the extent to which the performance
conditions have been met.
The trigger events for malus and clawback are
as follows:
• a material misstatement of financial results; or
• there are circumstances which would
have warranted summary dismissal of the
participant or there are circumstances of
employee misbehaviour or material error; or
• there are circumstances having an impact on
the reputation of the Company or the Group
which justify the provisions being operated; or
• where the Committee discovers information
from which it concludes that a bonus or award
was paid or vested to a greater extent than it
should have been.
Illustrations of potential remuneration
The graphs below show an indication of the
potential total remuneration for the Executive
Directors’ under the policy for the 2024/25
financial year.
Directors’ remuneration report continued
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Assumptions
Scenario Assumptions
Minimum
• Fixed remuneration only, i.e. base salary, pension and benefits
On-target
• Fixed remuneration
• On-target bonus, being 50% of maximum for 2024/25 (i.e. 125% of salary for
CEO and 75% of salary for CFO)
Maximum
• Fixed remuneration
• Maximum bonus for 2024/25 (i.e. 250% of salary for CEO and 150% of salary for CFO)
• Maximum LTIP (i.e. 250% of salary for CEO and 175% of salary for CFO)
Maximum + 50% share price growth • As per maximum scenario with 50% share price appreciation for the LTIP (equivalent to 1.5x the face value)
Recruitment and promotions
The remuneration package for a new Executive
Director would typically be set in accordance
with the terms of the Company’s remuneration
policy at the time of the appointment.
Additionally, on the appointment of any
new Executive Director (whether by external
recruitment or internal promotion) the
following applies:
• if a new executive’s salary is set on
appointment below the appropriate
market rates, increases above those
granted generally to other employees may
be awarded, subject to the individual’s
performance and development;
• the Company may compensate a new
Executive Director for amounts foregone
as a result of leaving their previous
employment or engagement taking account
of the amount forfeited, the extent of any
performance conditions, the nature of the
award and the time period to vesting, such
awards would normally be granted in the
form of shares rather than cash;
• the AIP would operate with maximum
award equal to 250% of salary for the CEO
and 200% of salary for other Executive
Directors in accordance with its terms, pro-
rated for the period of employment and,
dependent on the appointment and timing,
different performance targets might be set
as the Committee considers appropriate;
• a long-term incentive award over shares
of face value (as determined by the
Committee) up to a maximum of 250% of
salary for the CEO and 200% of salary for
other Executive Directors in accordance with
the policy table above;
• on appointment, the Committee may
consider it necessary to make a one-off grant
of additional shares under the LTIP, of up
to 250% of salary for the CEO and 200% of
salary for other Executive Directors, in order to
secure an exceptional candidate and provide
early alignment with the shareholders of the
Company. For the avoidance of doubt, the
Committee has no current intentions to use
this provision and any award would be in
addition to the normal maximum set out in
the policy table;
• on any appointment, the Committee
may agree that the Company will meet
appropriate relocation expenses;
• other elements of remuneration may
be included in the event of an interim
appointment being made to fill an Executive
Director role on a short-term basis or if
exceptional circumstances require that the
Chair or any other Non-Executive Director
takes on an executive function on a short-
term basis; and
• if an Executive Director is recruited at a time
in the year when it would be inappropriate
to provide a bonus or LTIP award for that
year as there would not be sufficient time
to assess performance, the quantum in
respect of the months employed during the
year may be transferred to the subsequent
year so that reward is provided on a fair
and appropriate basis.
Service contracts and payments
for loss of office
The service contracts for the CEO, Alex Russo
and CFO, Mike Schmidt are terminable by
either the Company or the relevant executive
on 12 months’ notice. The service contracts are
effective from 26 September 2022 in relation to
the CEO and 17 October 2022 in relation to the
CFO. Both contracts are rolling contracts with
no fixed termination date.
An Executive Director’s contract can also
be terminated without notice or payment of
compensation except for pay accrued up to the
termination date on the occurrence of certain
events such as gross misconduct. Payment in
lieu of notice equal to base salary only for the
unexpired period of notice can be paid under
the CEO’s service contract. The payment in lieu
of notice would be paid on termination.
Payment in lieu of notice equal to base salary,
pension and benefits for the unexpired period
of notice can be paid under the CFO’s service
contract. The payment in lieu of notice would
be paid in monthly instalments, subject to
mitigation in the event that the departing CFO
becomes engaged in other employment.
In appropriate circumstances payments may
also be made in respect of accrued holiday
pay, and outplacement and legal fees, and
the Committee may permit the continuation
of benefits such as health insurance for a
reasonable period following cessation of
employment. Awards under the SIP will vest on
cessation in accordance with the plan rules,
which do not allow for discretionary treatment.
The Committee reserves the right to make
additional exit payments where such payments
are made in good faith in discharge of an
existing legal obligation (or by way of damages
for breach of such an obligation) or by way
of settlement or compromise of any claim
arising in connection with the termination of an
Executive Director’s office or employment.
There are no enhanced provisions on a
change of control under the Executive Directors’
service contracts.
Any new contracts will be on similar terms to
the CFO’s contract.
The service contracts of the Executive Directors
are available for inspection at the registered
office of the Company.
Treatment of incentives on termination
and change of control
The Committee’s treatment of incentives on
termination is set out in the following table.
The Committee will seek to minimise the cost
to the Company, and will have due regard for
the circumstances when applying discretion in
relation to termination payments.
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Directors’ remuneration report continued
Termination circumstances Annual bonus treatment Deferred bonus treatment Unvested LTIP treatment
Good leavers
Including such
circumstances as
death, retirement,
ill-health, disability
and any other
reason determined
by the Committee.
Subject to Committee discretion, a
pro-rata bonus may be paid subject
to full or part-year performance.
Bonus will be paid at the normal
payment date, unless in exceptional
circumstances the Committee
determines it should be paid
on cessation.
For all leavers except those leaving
due to resignation or dismissal for
cause, awards will vest at the usual
vesting date, unless the Committee
applies discretion to permit the
awards to vest on cessation.
Awards will vest at the usual vesting date,
unless the Committee applies discretion to
permit the awards to vest on cessation, for
example in the case of death.
Awards will be subject to performance
and, unless the Committee determines
otherwise, time pro-rating.
The post-vesting holding period will
normally apply, unless in exceptional
circumstances, e.g. in the case of death.
All other leavers
Including resignation
or dismissal
for cause.
No eligibility for bonus. Awards will be forfeited. Awards will be forfeited.
Change of control Normally good leaver treatment
applies.
Performance can be tested sooner
and payment made sooner.
Awards vest on a change of control. Awards will vest to the extent determined
by the Committee taking into account the
extent to which performance conditions
have been met (as determined by the
Committee) and, unless the Committee
determines otherwise, taking into
account time pro-rating.
Awards which have vested before giving or receiving notice of termination of employment remain exercisable for a period of 12 months after leaving
or (if later) the expiry of any holding period which the award was subject to.
Awards under the SIP will be treated on cessation of employment or on a change of control in accordance with the rules of the SIP, which apply to all
participating employees.
Chair and Non-Executive Directors
The table below describes the elements of remuneration paid to the Chair and the Non-Executive Directors:
Element and purpose Operation
Fees
Paid to reflect the
time commitment
and level of
responsibility of
each of the roles.
The fee levels and structure of the Non-Executive Directors was set by the Board from Admission. The fees of the Non-Executive
Directors are set by the Board (excluding the Non-Executive Directors). The Committee has responsibility for determining fees
paid to the Chair of the Board.
The fees are paid in cash.
All fees are subject to the aggregate fee cap of £1,000,000 per annum, effective from 30 July 2018, for Directors in the Articles of
Association of the Company.
In addition, expenses may be reimbursed.
Letters of appointment
All the Non-Executive Directors have letters of
appointment with the Company for three-years
subject to three months’ notice of termination
by either side and at any time and subject to
annual reappointment as a Director by the
shareholders. Paula MacKenzie’s, Oliver Tant’s,
Hounaïda Lasry’s and Nadia Shouraboura’s
letters of appointment are effective from
9 November 2021, 1 November 2022, 20 June
2023 and 5 March 2024 respectively, and
the other Non-Executive Directors’ letters of
appointment are effective from 1 June 2021.
The appointment letters provide that no other
compensation is payable on termination.
Insurance
All of the members of the Board have the
benefit of Directors’ and Officers’ liability
insurance which gives them cover for
legal action which may arise against them
personally (which may include following their
retirement from the Board where relevant)
except in relation to any fraud or dishonesty.
Operation of share plans
All discretions available under any share plan
operated by the Company will be available
under this policy except where explicitly limited
under this policy. This includes the ability to
adjust awards in the event of a variation of
share capital or a demerger, special dividend
or other event which may affect the value of a
share and the ability to settle awards in part
or in whole in cash (although the Committee
has no intention to settle any Executive
Director’s award in cash and would only do
so in exceptional circumstances, such as
where there was a regulatory restriction on
the delivery of shares, or to settle tax liabilities
arising in relation to the award).
Consideration of employment
conditions elsewhere in the Company
when setting Directors’ pay
The Committee does not consult directly with
employees when reviewing Executive Directors’
remuneration. However, in forming the
Directors’ Remuneration Policy, the Committee
has taken account of:
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• the pay and conditions of the broader
workforce pay and conditions, including
base salaries, the general increase
in salaries for employees and the
appropriateness and fairness of the policy
in this context; and
• the remuneration arrangements for the
rest of the senior management team over
which the Committee has responsibility for,
including salary, pensions, benefits and
incentive arrangements.
Broader workforce
As part of the Committee’s extended remit
under the UK Corporate Governance Code,
the Committee will continue to review the pay
policies for the wider employee population
to ensure that they are appropriate, reflect
the Company’s remuneration principles and
support the strategic objectives of
the business.
The remuneration policy for senior executives
is more weighted toward variable pay than for
other employees. However, there are a number
of ways in which employees are rewarded in
addition to base salary, pension and benefits:
• the Company operates a UK SIP for
which participation is available to all UK
employees, including Executive Directors,
on consistent terms;
• in retail operations, annual cash bonuses
are paid in the B&M UK business based on
individual performance from deputy store
managers and upwards;
• in our distribution operations, annual cash
bonuses are paid in the B&M UK business
based on individual performance from
team and shift managers upwards; and
• in our central business support teams
including central operations, buying,
finance, IT, HR and payroll, annual cash
bonuses are paid in the B&M UK business
based on individual performance from
manager level colleagues upwards.
The Committee reviewed the latest available
gender pay gap data as well as the ratio
of CEO to employee remuneration. It was
satisfied that the structure and quantum of the
Executive Directors’ remuneration within this
policy was appropriate, taking into account
their contribution to the business and typical
market practices within the retail sector. The
Committee also undertook a remuneration
benchmarking exercise examining pay in retail
comparators as well as the broader market
as part of the policy review process, and took
this into account as an external measure of
the competitiveness of the packages for the
Executive Directors.
Senior management team
The base salaries of other members of the
Executive Committee of the Group (as well
as the Executive Directors) have also been
reviewed with effect from 31 March 2024.
They also participate in the performance-
based AIP. Around 100 colleagues including
members of the Executive Committee of the
Group and a group of managers and other
senior staff have also participated in restricted
stock awards on an annual basis since 2017, in
the form of shares which vest after three-years
without performance conditions.
Advice on Directors’
Remuneration Policy
The Committee has taken advice from Deloitte,
its independent remuneration consultants,
on the benchmarking and structure of
remuneration policy and packages for
Executive Directors and other members of
the senior management team. Deloitte is a
member of the Remuneration Consultants
Group and a signatory to its Code of Conduct.
In addition, the Committee has satisfied itself
that the advice it receives is objective and
independent as Deloitte has confirmed there
are no conflicts of interest.
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Implementation of remuneration policy
The Committee has operated the remuneration policy in accordance with the Directors’ Remuneration Policy which was approved by shareholders at
the Company’s AGM on 28 July 2021.
This section of the report sets out how the policy has been applied in the financial year 2023/24 and how the new policy proposed for shareholder
approval at the 2024 AGM will be applied in the financial year 2024/25.
Single figure table of total remuneration of Executive Directors
The audited table below shows the aggregate remuneration of the Executive Directors of the Company during the financial year 2023/24.
Executive Directors Year
1
Salary
£
Benefits
2
£
Pension
3
£
Bonus
4
£
Long-term
incentives
5
£
Other
6
£
Total
£
Total
fixed pay
£
Total
variable pay
£
Simon Arora
7
(Executive Director)
2022/23 834,300 51,276 21,928 830,261 1,731,169 − 3,468,934 907,504 2,561,430
2023/24 64,177 2,144 1,585 − − − 67,907 − −
Alex Russo (CEO) 2022/23 650,000 24,288 17,207 668,178 − 250,000 1,609,673 791,495 818,178
2023/24 832,000 43,743 21,695 1,643,200 659,207 − 3,199,845 897,438 2,302,407
Mike Schmidt
(CFO)
2022/23 199,038 27,458 5,190 163,984 – 250,000 645,670 231,686 413,984
2023/24 468,000 40,209 12,203 675,675 – − 1,196,087 520,412 675,675
1. The 2022/23 year is for the 52 weeks ended 25 March 2023 and the 2023/24 year is for the 53 weeks ended 30 March 2024.
2. Benefits include company car/car allowance cash equivalent as a benefit in kind, fuel and running costs, critical illness insurance, healthcare insurance and life assurance.
The amount for Mike Schmidt includes £22,619 in respect of the travel and overnight accommodation allowance which he was awarded when he started the role.
3. Pensions include auto-enrolment pension employer contributions and a cash equivalent allowance to pension contribution entitlement less employer’s’ NICs.
4. 50% of the annual bonuses of the Executive Directors for 2023/24 being £821,600 for Alex Russo and £337,838 for Mike Schmidt, are payable in shares which are to be deferred
for a period of three-years from the date of grant.
5. For 2022/23 LTIP figures, the value has been trued up from the estimate provided in last year’s report to reflect the value after three years from grant (at which point it is no longer
subject to continued service) based on a share price of £5.546 on 30 July 2023 (three-month average share price to the year end of £4.670 used previously). For 2023/24 LTIP
figures, the value is estimated based on a vesting of 68.16%, the three-month average share price to the year end of £5.328 and the accrued dividend shares to the year end,
representing 123,725 shares in total. There has been no share price appreciation since grant on 3 August 2021. Mike Schmidt was not granted an LTIP award in August 2021.
6. For 2022/23 Other figures, details are provided in last year’s remuneration report.
7. Simon Arora retired from his position as CEO on 26 September 2022, when former CFO, Alex Russo, took his position. Simon continued to serve the Board as an Executive Director
until the end of his notice period on 21 April 2023. The figures for 2023/24 represent the period from 26 March to 21 April 2023, for which he was an Executive Director.
The remuneration of the Executive Directors is paid by B&M Retail Limited, other than their long-term incentives. The reported figures include all such
amounts.
Base salaries
Alex Russo and Mike Schmidt received salaries of £832,000 and £468,000 respectively, effective from 26 March 2023.
Pension
The pension amounts paid in the year represent amounts contributed to pension plans and cash supplements, adjusted for the cost of employer’s
NICs to the extent that provision is made as a cash supplement.
The pension benefits of the Executive Directors for 2023/24 were paid as salary supplements and were 3% of base salary (less employer’s NICs),
which is in line with the pension provision for UK salaried employees of the Group.
Annual Report
on Remuneration
Directors’ remuneration report continued
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AIP outcomes
Executive Directors’ bonus payments for 2023/24 are in line with the policy and the terms of the AIP.
75% of the maximum AIP opportunity related to the achievement of financial targets for 2023/24. The targets were based on Group adjusted EBITDA
performance as follows:
Group adjusted
EBITDA target*
% maximum
overall bonus
opportunity
Threshold £518m 18.75%
Target £576m 37.5%
Maximum £605m 75.0%
Actual £629m 75.0%
* There is a straight-line payout for achievement between threshold, target and maximum levels.
The remaining 25% of the AIP related to personal objectives. These objectives focused on a number of KPIs ranging from strategic, operational and
investor relations matters. The Committee assessed each objective against those criteria as explained below.
Alex Russo
Objectives Performance Outcome
1. Team development (25%)
− Motivated and performing executive team
Fully achieved – Onboarded new Company Secretary
and IT Director to executive team. Retention agreement
in place for Buying Director. Development plans in
place for key individuals.
25%
2. New store openings (25%)
− 20% is available for new store openings: 15% for on-target performance
rising to 20% if UK/France combined 4 over budget providing financial
performance of FY23 and FY24 openings in line with plan
− 5% is available for small stores test and evaluate
Fully achieved – Target store openings of 30 B&M UK,
20 Heron Foods and 10 B&M France (60 in total) were
exceeded with 47 B&M UK, 20 Heron Foods and
11 B&M France new stores opened (78 in total).
25%
3. Personal development (15%)
− Agree response plan to 360 feedback
− Staff engagement survey scores on five key measures average
equal or higher than October 2022
Partially achieved. Response plan to 360 feedback
agreed and implemented. B&M adopted a new
employee survey methodology this year to enable
more actionable feedback from employees. This has
made comparison with previous surveys unreliable.
While the absolute level of employee engagement
remains high, a new more comprehensive approach to
employee engagement has also been implemented.
10%
4. LFL sales (Group basis) vs budget (30%)
− 50% of element for achieving budget
− 100% of element for improvement of +2%
Fully achieved. 30%
5. ESG (5%)
− Continue to implement strategy and deliver planned objectives
Fully achieved. ESG plan on track to deliver planned
objectives.
5%
Total
95% out
of 100%
(23.75%
out of
25%)
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Mike Schmidt
Objectives Performance Outcome
1. Financial (40%)
− B&M UK EBITDA margin great than or equal to 12.5% with appropriate
cost disciplines
− FY24 leverage less than or equal to 1.3x
− Effective FY23 and FY24 year end statutory audit and Annual Report
preparation
Fully achieved. 40%
2. Operational (35%)
− Successful Finance IT implementation go live June 2023
− B&M UK stock loss less than or equal to 1.1%
Partially achieved – Although the CFO delivered a
strong performance to implement the new Finance
IT system, implementation continues beyond FY24
whilst new working practices are adopted and the
new system and controls are embedded. In addition,
the target relating to stock loss was not met. The
Committee therefore determined 20% out of 35% for
this element.
20%
3. Leadership team development (20%)
− Effective working relationships with CEO direct reports,
Board members, Group Financial Controller and IT Director
− Develop influencing skills further, supported by CEO
Fully achieved. 20%
4. ESG (5%)
− Effective plan implementation delivering planned objectives
and Report 2024 publication
Fully achieved. 5%
Total
85% out of
100%
(21.25% out
of 25%)
The table below sets out the resulting bonuses earned, including the amounts deferred into shares for a three-year period:
Executive Director
Bonus maximum as
% salary
Bonus earned
as % maximum
Bonus earned
£
1
Of which paid
in cash
£ (50%)
Of which deferred
in shares
£ (50%)
Alex Russo 200% 98.75% £1,643,200 £821,600 £821,600
Mike Schmidt 150% 96.25% £675,675 £337,838 £337,837
The Committee considered that overall performance had been strong during 2023/24 and that the AIP outcomes appropriately reflected individual
and business outcomes. No discretion was used in assessing the outcomes as set out above.
Long-term incentive outcome
The LTIP award granted to Alex Russo on 3 August 2021 had a combination of adjusted EPS and relative TSR conditions with equal weighting. The
performance period ended on 31 March 2024 and the outcomes are provided below.
Performance condition Weighting
Performance for
threshold vesting
(25%)
Performance for
maximum vesting
Actual
performance Vesting
Adjusted EPS 50% 34.3p 42.3p 36.8p 48.44%
Relative TSR vs FTSE 350 retailers
1
50% Median Upper quartile
Just below
upper quartile 87.88%
Total 68.16%
1. Comparator group consists of the constituents of the FTSE General Retailers Index and the FTSE Food and Drug Retailers Index with some limited exclusions due to business fit.
The EPS target ranges for the 2021 LTIP award were initially set at grant as 37p to 45p. These were set assuming a corporation tax rate of 19% which
was subsequently increased to 25% during the performance period. In determining performance assessment for this award, the Committee made
an adjustment to the EPS target ranges to ensure that performance is measured on a consistent LFL basis with the stretch envisioned and intended at
the time of grant. The adjusted ranges against which EPS performance was measured is 34.3p to 42.3p as set out above. These targets are no easier
and no harder than originally intended. Without this adjustment, the level of vesting of the EPS element would not be a fair reflection of management
performance and the strong underlying earnings growth that has been delivered for shareholders.
Finally, the Committee has discretion to adjust the level of vesting of incentives if it determines this to be appropriate. After careful consideration
of overall B&M performance, individual performance, the experience of employees and shareholders, it determined that the formulaic outcomes
described above under both the AIP and LTIP were appropriate, and therefore did not exercise any discretion.
Directors’ remuneration report continued
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The resulting LTIP awards granted on 3 August 2021 are due to vest as follows:
Executive Director
Number of
awards granted
Number of awards
due to vest
due to meeting
performance
condition
Dividend shares
earned to year end
Total shares
due to vest
Total value
£
1
Alex Russo 148,437 101,175 22,550 123,725 659,207
1. Based on the average share price of £5.328 during the three-month period to 30 March 2024.
The awards are due to vest following the expiry of the holding period on 3 August 2026.
LTIP awards granted during the financial year
LTIP awards in the form of nil-cost options were granted to Alex Russo and Mike Schmidt on 1 August 2023 as follows:
Executive Director Award size
Number of
awards granted
1
Face value
of awards
£
Alex Russo 200% 300,795 1,663,998
Mike Schmidt 175% 148,047 818,996
1. The number of awards granted was based on a share price of £5.532, being the share price prior to the date of grant.
Awards vest after five years from grant following the expiry of a two-year holding period. Dividends accrue in respect of the awards over the period
from grant to vesting.
The performance conditions are measured over the three-year period to the end of 2025/26, and the targets were determined in the following way:
• The adjusted EPS targets were set by the Committee at the beginning of 2023/24, based on management’s three-year plan. The LTIP targets were
set taking into account the management plan and analysts’ consensus forecasts at the time of setting the targets at the start of the year.
• The relative TSR condition follows a market-standard approach, with no vesting below median performance and with maximum vesting for upper
quartile performance or above. This approach is consistent with the approach used for previous awards.
The resulting performance conditions and targets are as follows:
Performance condition Weighting
Performance for
threshold vesting
(25%)
Performance for
maximum vesting
Adjusted EPS 50% 37.9p 43.9p
Relative TSR vs FTSE 350 retailers
1
50% Median Upper quartile
1. Consists of the constituents of the FTSE General Retailers Index and the FTSE Food and Drug Retailers Index with some limited exclusions due to business fit.
A one-month average applies prior to the beginning and at the end of the performance period for the TSR condition.
Straight-line vesting occurs between threshold and maximum levels of performance.
The Remuneration Committee will assess the value of the 2023 LTIP at vesting and will ensure that the final out-turns reflect all relevant factors,
including consideration of any “windfall gains”.
Deferred bonus awards granted during the financial year
A proportion of bonus earned by Executive Directors in respect of performance during 2022/23 was deferred into shares for a period of three-years
on 13 June 2023 as follows:
Executive Director
Value of
deferred bonus
£
Number of
awards granted
1
Alex Russo £334,086 62,446
Mike Schmidt £81,989 15,325
1. The number of awards granted was based on a share price of £5.35, being the share price prior to the date of grant.
The awards are subject to continued service only.
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Payments to past Directors
No payments for loss of office were made during 2023/24. As disclosed in last year’s remuneration report, Simon Arora’s share awards will continue
to subsist under the agreed leaver treatment, with vesting at the usual time and subject to applicable performance pro-rating and time pro-rating.
Remuneration of the Chair and Non-Executive Directors
The fees of the Chair are set by the Remuneration Committee. The fees of each of the Non-Executive Directors are set by the Board and take account
of Chairship of Board Committees and the time and responsibility of the roles of each of them. Non-Executive Directors are paid an annual fee only.
The fees paid for 2023/24 to the Chairman of the Board and each of the Non-Executive Directors were as follows:
Director
2023/24
Fee
£
2022/23
Fee
£
Peter Bamford 393,056 391,400
Tiffany Hall 103,538 82,915
Ron McMillan 79,641 101,970
Paula MacKenzie 67,486 64,890
Oliver Tant 80,373 26,979
Hounaïda Lasry (appointed 22 September 2023) 35,577 –
Carolyn Bradley (retired on 25 July 2023) 22,961 70,040
The annual rates of fees paid during the year with effect from 26 March 2023 were as follows:
Role
Fee
£
Chair of the Board 407,056
Non-Executive Director base fee 67,486
Additional fee for chairing Audit & Risk Committee 18,746
Additional fee for chairing Remuneration Committee 18,746
Additional fee for Senior Independent Director 19,817
Additional fee for Director responsible for Workforce Engagement 5,356
Directors’ shareholding and share interests
Under the remuneration policy which operated during the year, the shareholding guideline for Executive Directors is for a shareholding to be built up
and maintained of 200% of base salary. Where an Executive Director does not meet the shareholding guideline, they are expected to retain 50% of all
shares which vest under the LTIP (or any other share plans in the future) after allowing for tax.
The Committee reviews share ownership levels annually. Alex Russo joined the Board during the year 2020/21 and Mike Schmidt joined during the
year 2022/23 and are therefore working towards their shareholding requirements.
The table below sets out the number of shares held or potentially held by Directors (including their connected persons or related parties where
relevant) as at the financial year ended 2023/24 (or the date of their stepping down from the Board if earlier).
Director
Shares held
beneficially
1
Unvested
options with
performance
conditions
2
Unvested
options not
subject to
performance
3
Vested but
unexercised
awards
Peter Bamford 5,000 – – –
Simon Arora
4
69,880,828 1,122,302 392,116 –
Alex Russo – 965,260 170,243 –
Mike Schmidt 23,202 385,744 52,939 –
Ron McMillan 37,037 – – –
Tiffany Hall 3,050 – – –
Carolyn Bradley
4
– – – –
Paula MacKenzie – – – –
Oliver Tant 10,000 – – –
Hounaïda Lasry – – – –
1. Includes any shares held by connected persons or related parties.
2. LTIP awards in the form of nil cost options.
3. Deferred bonus awards, LTIP awards no longer subject to performance and buy-out awards in the form of nil cost options.
4. Figures shown for Simon Arora and Carolyn Bradley are shown to the date of their stepping down from the Board, being 21 April 2023 and 25 July 2023 respectively.
There have been no changes in the Directors’ interests in shares in the Company between the end of the 2023/24 financial year and the date of
this report.
Directors’ remuneration report continued
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Performance graph and pay table
The chart below illustrates the Company’s TSR performance against the performance of the FTSE 350 Index (excluding Investment Trusts) of which the
Company is a constituent, from 12 June 2014 (the date on which the Company’s shares were first conditionally traded).
Total shareholder return (rebased)
Source: Datastream (Thomson Reuters)
350
300
250
200
150
100
50
0
26 March
2022
30 March
2024
25 March
2023
27 March
2021
28 March
2020
30 March
2019
31 March
2018
25 March
2017
26 March
2016
28 March
2015
B&M European Value Retail S.A.
TSR – Value of a 100 unit investment made at
12 June 2014
FTSE 350 excluding Investment Trusts
12 June
2014
Remuneration of the CEO
The table below shows the remuneration of the CEO for each of the last nine financial years.
Total
remuneration
Bonus as a
% of max
LTIP as a
% of max
2015/16 – Simon Arora 601,638 0% N/A
2016/17 – Simon Arora 1,403,731 76.8% N/A
2017/18 – Simon Arora 1,376,482 68.6% N/A
2018/19 – Simon Arora 1,204,983 46.0% N/A
2019/20 – Simon Arora 1,213,194 42.6% N/A
2020/21 – Simon Arora 3,710,905 98.8% 89.5%
2021/22 – Simon Arora 4,368,809 95.6% 100%
2022/23 – Simon Arora (to 26 September 2022) 2,659,356 56.9% 100%
2022/23 – Alex Russo (from 26 September 2022) 875,677 56.9% N/A
2023/24 – Alex Russo 3,199,845 98.8% 68.2%
Change in remuneration of the Directors
Luxembourg Law imposes an obligation relating to the reporting of changes in total remuneration of the Company’s employees (but not its
subsidiaries), the TSR and total remuneration of each of the individual Directors of the Company. As the law only refers to the Company’s employees
and not those in other companies in the Group, consequently the changes reported for employees are restricted to a nominal number of staff, being
just two in 2023/24.
The relevant data, as determined under the provisions of the Luxembourg remuneration reporting law, are as follows:
TSR performance
FY20 FY21 FY22 FY23 FY24
TSR (year-on-year) -20.3% 123.7% 11.4% -9.2% 22.0%
3-year TSR ranking
1
9th out of 17 7th out of 15 2nd out of 14 2nd out of 15 7th out of 15
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Percentage change in total remuneration in the year stated compared with the prior financial year
2
FY20 FY21 FY22 FY23 FY24
Company only (excluding all of the other Group subsidiaries in
the UK and France) on full-time equivalent basis (average) -16.38% -8.44% 2.73%
3
3.96% 6.16%
Executive Directors:
Simon Arora 0.68% 198.62% 39.03% -20.60% -78.52%
Alex Russo N/A N/A 128.01% 30.06% 98.79%
Mike Schmidt N/A N/A N/A –
4
-22.81%
Non-Executive Directors:
3.00% 0.42%Peter Bamford 11.66% -6.25% 26.19%
Ron McMillan 21.65% 6.48% 9.19% 3.00% -21.90%
Tiffany Hall 5.17% 5.17% 8.53% 3.00% 24.87%
Paula MacKenzie N/A N/A N/A 3.00% 4.00%
Oliver Tant (appointed 1 November 2022) N/A N/A N/A –
4
24.13%
Hounaïda Lasry (appointed 22 September 2023) N/A N/A N/A N/A –
5
1. The TSR figures are based on (i) a spot to spot absolute measurement for the Company over the financial year and (ii) a relative spot to spot measurement over three years
compared with the current TSR comparator group (FTSE 350 retail sector and food retailers and wholesalers subsector as at the beginning of the financial year). For the 2022/23
figures the companies used are Currys, Dunelm, Frasers Group, Greggs, Howden Joinery, JD Sports Fashion, Kingfisher, Marks & Spencer, Next, Ocado, Pets At Home, Sainsbury
J, Tesco and WH Smith.
2. The pay of each Director has been calculated using the single figure totals. The average pay of staff is calculated on a full-time equivalent basis for each year (excluding overtime
hours) and compares the average for each year with that for the prior year. Joining and departing employees and Directors have been grossed-up to a 12-month equivalent.
3. The figure has been restated as part of this year’s calculations of changes in total remuneration.
4. Mike Schmidt and Oliver Tant were appointed to the Board during FY23.
5. Hounaïda Lasry was appointed to the Board during FY24.
Relative importance of the spend on pay
The table below shows the movement in spend on pay for all employees compared with distributions to shareholders for the financial years
25 March 2023 and 30 March 2024.
£’000 2022/23 2023/24 % change
Total pay for employees 629,969 713,584 13.3%
Distributions to shareholders
1
365,605 347,877 -4.8%
1. There have not been any buybacks of shares during either year.
CEO pay ratio
In line with new UK reporting requirements which the Company has adopted on a voluntary basis, set out below are ratios which compare the total
remuneration of the CEO (as included in the single total figure of remuneration table) to the remuneration of the 25th, 50th and 75th percentile of the
Group’s UK employees. The disclosure will build up over time to cover a rolling ten-year period.
Year Method
25th percentile
pay ratio
50th percentile
(median)
pay ratio
75th percentile
pay ratio
2019/20 Option A 72:1 72:1 69:1
2020/21 Option A 207:1 196:1 191:1
2021/22 Option A 270:1 270:1 257:1
2022/23 Option A 178:1 178:1 164:1
2023/24 Option A 147:1 147:1 136:1
We have used Option A as this is the statistically most accurate method and the preferred approach of most institutional shareholders.
The base salary and total remuneration received during the financial year by the indicative employees on a full-time equivalent basis used in the
above analysis are set out below:
25th percentile
pay ratio
50th percentile
(median)
pay ratio
75th percentile
pay ratio
Base salary 21,132 21,132 22,500
Total remuneration 21,766 21,766 23,444
Directors’ remuneration report continued
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The ratios disclosed above are affected by the following factors of our UK workforce. The vast majority of this population work in our retail stores and
warehouses where, in line with the retail sector more generally, rates of pay are lower than those for management grades and those employees
based at our head offices in more technical roles. The three employees used in the calculations are warehouse and retail sales colleagues and
consequently the ratios for each are not significantly different. In addition, while warehouse and retail sales colleagues are eligible to participate in
Group-wide share plans and annual opportunities to share in success and recognise outperformance, the CEO’s higher bonus and LTIP opportunities
are comparable with those which reflect the nature and complexity of his role as well as the remuneration levels in retail businesses of similar size. In
this context, the Committee is satisfied that the ratios are appropriate and fair.
There has been a reduction in the ratios for 2023/24, which is driven primarily by the difference in the packages of Alex Russo and his predecessor
Simon Arora. It is to be expected that the ratio will vary from year to year, primarily as the CEO’s package consists of a much higher level of variable
pay that is dependent on performance, whereas the warehouse and retail sales colleagues’ remuneration is predominantly fixed in nature, which is
normal practice for these roles.
Malus and clawback
The AIP and LTIP rules include provision for clawback (and malus during any holding period under the LTIP) within a three-year period following
payment or vesting if the Committee concludes that there has been material misstatement of financial results, or there are circumstances which
would have warranted summary dismissal of the participant, or there are circumstances having an impact on the reputation of the Company or the
Group which justify clawback being operated, or where the Committee discovers information from which it concludes that a bonus or award was
paid or vested to a greater extent than it should have been.
In addition, all variable pay plans include discretion to reduce the indicative formulaic out-turn in appropriate cases.
Service contracts
The service contract for the CEO, Alex Russo and CFO, Mike Schmidt is terminable by either the Company or the relevant executive on 12 months’
notice. The service contracts are effective from 26 September 2022 in relation to the CEO and 17 October 2022 in relation to the CFO. Both contracts
are rolling contracts with no fixed termination date.
All the Non-Executive Directors have letters of appointment with the Company for three-years subject to three months’ notice of termination by
either side and at any time and subject to annual reappointment as a Director by the shareholders. Paula MacKenzie’s, Oliver Tant’s, Hounaïda
Lasry’s and Nadia Shouraboura’s letters of appointment are effective from 9 November 2021, 1 November 2022, 20 June 2023 and 5 March 2024
respectively, and the other Non-Executive Directors’ letters of appointment are effective from 1 June 2021. The appointment letters provide that no
other compensation is payable on termination.
Fees for Chair and Non-Executive Directors in 2024/25
The rates of fees for the Chair and Non-Executive Directors were increased by 3% with effect from 31 March 2024 in line with the average all-
employee increase.
Role
Fee from
26 March
2023
£
Fee from
31 March
2024
£
Chair of the Board 407,056 419,268
Non-Executive Director base fee 67,486 69,511
Additional fee for chairing Audit & Risk Committee 18,746 18,746
Additional fee for chairing Remuneration Committee 18,746 18,746
Additional fee for Senior Independent Director 19,817 19,817
Additional fee for Director responsible for Workforce Engagement 5,356 5,356
All fees are subject to the aggregate fee cap for Directors in the Articles of Association of the Company, which is currently at £1,000,000 per annum.
The Committee has responsibility for determining fees paid to the Chair of the Board.
The Chair and the Non-Executive Directors are entitled to reimbursement of all expenses reasonably incurred by them in the performance of their
duties. The Chair and the Non-Executive Directors do not participate in any bonus or share plans of the Company.
Executive Directors remuneration for 2024/25
Base salary
As described in the Chair’s statement, the base salaries for the Executive Directors were reviewed during the year. The resulting rates of salary are as follows:
Executive Director
Base salary
from 26 March
2023
£
Base salary
from 31 March
2024
£
Alex Russo 832,000 910,000
Mike Schmidt 468,000 482,040
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Benefits and pension
There are no planned changes to the provision of benefits for 2024/25, other than the provision of a £30,000 per annum accommodation allowance to Alex
Russo. This is in recognition of the need for Alex to maintain a base in London and a base in the north of England due to his focus on frequent store visits across
the network.
Alex Russo and Mike Schmidt will receive pension provision equal to 3% of salary, less employer’s NICs (to the extent that it is paid as a salary supplement).
Annual bonus
As set out in the summary of the Directors’ Remuneration Policy and subject to shareholder approval at the 2024 AGM, the maximum bonus opportunity for Alex
Russo will be 250% salary. The maximum bonus opportunity for Mike Schmidt will be 150% of base salary.
Under the awards for 2024/25, 75% of the maximum bonus opportunity is again based on the achievement of an adjusted EBITDA target and
25% on achievement of personal objectives. In relation to each award, one-half of any bonus achieved will be deferred into shares for three-years.
The awards will also be subject to malus and clawback provisions.
The Committee does not disclose adjusted EBITDA or personal targets in advance as they are commercially sensitive. Suitable disclosure of the targets together
with details of achievement against them will again be included in next year’s Directors’ remuneration report.
LTIP
The Committee proposes that LTIP awards will be made to Executive Directors during 2024/25, subject to stretching financial performance conditions
over a three-year period, with vesting after the completion of a further two-year holding period.
As set out in the Directors’ Remuneration Policy and subject to shareholder approval at the 2024 AGM, the 2024/25 award for Alex Russo will be
250% of salary while an award of 175% of salary will be granted to Mike Schmidt.
• We have set the adjusted post-IFRS 16 diluted EPS targets for 2026/27 taking into account management’s three-year plan, macro-economic
conditions and the impact of other relevant factors. Targets in previous years were pre-IFRS 16 so are not comparable. The targets are considered
stretching in the context of the high current operating margins, increased financing costs and the Group’s policy of returning cash to shareholders
through ordinary and special dividends rather than share buybacks. In addition, the increase in the rate of store openings depresses EPS over the
next 2 to 3 years due to increased depreciation and the accounting treatment of rents under IFRS 16.
• The relative TSR condition follows a market-standard approach, with no vesting below median performance and with maximum vesting for upper
quartile performance or above. This approach is consistent with the approach used for previous awards.
The resulting performance conditions and the targets for the awards are as follows:
Performance condition Weighting
Performance for
threshold vesting
(25%)
Performance for
maximum vesting
Adjusted EPS
1
50% 38.3p 47.4p
Relative TSR vs FTSE 350 retailers
2
50% Median Upper quartile
1. There is scaled vesting between threshold and maximum, with an intermediate point. There is straight-line vesting between these three points. The intermediate point is
considered commercially sensitive at this time and will be disclosed at vesting in the relevant Directors’ remuneration report.
2. Consists of selected constituents of the FTSE 350 General Retailers Index and the FTSE 350 Food and Drug Retailers Index.
Remuneration Committee composition and meetings in 2023/24
The members of the Committee during the year consisted solely of Independent Non-Executive Directors being Tiffany Hall (Committee Chair),
Ron McMillan, Oliver Tant, Carolyn Bradley (until she stepped down from the Board in July 2023) and Hounaïda Lasry (from 22 September 2023).
As announced on 5 June 2024, Hounaïda Lasry will succeed Tiffany Hall as Chair of the Remuneration Committee on conclusion of the AGM on
23 July 2024
The responsibilities of the Committee are set out in the Corporate Governance section of the Annual Report on page 58.
The Committee invites Peter Bamford as the Chairman of the Board and Alex Russo as the CEO, as and when the Committee considers it appropriate,
to attend meetings and assist the Committee in its deliberations. No person is present during any deliberations relating to their own remuneration or
is involved in determining their own remuneration.
Directors’ remuneration report continued
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Strategic Report Corporate Governance Financial Statements
Details of Committee meetings and attendances during the year were as follows:
Director Role
Meetings
attended
Tiffany Hall Committee Chair 5 out of 5
Ron McMillan Committee Member 5 out of 5
Carolyn Bradley Committee Member 5 out of 5
Oliver Tant Committee Member 4 out of 5
Hounaïda Lasry Committee Member 3 out of 3
Activity (meeting unless
noted otherwise) Description
April 2023 (call) • Approve metrics and targets for AIP and LTIP for FY24
May 2023 • Approve AIP and LTIP outcomes for FY23
• Approval of Directors’ remuneration report
July 2023 • Approve retention arrangements for Bobby Arora
September 2023 • Appoint Deloitte as advisors to the Committee
• Three-year remuneration policy review
November 2023 • Three-year remuneration policy review
January 2024
(written resolution)
• Review of shareholder feedback on policy review
• Update on wider workforce pay
• Review of annual bonus and LTIP metrics for FY24
March 2024 • Finalise three-year remuneration policy proposal
• Review provisional AIP outcomes for FY24
• Determine salary increases for FY25 for Executive Directors
• Review AIP and LTIP metrics for FY25
• Review in-flight LTIP awards
• Review of Committee terms of reference
Shareholder voting
The resolution to approve the Directors’ Remuneration Policy at the 2021 AGM and resolution to approve the Annual Report on Remuneration at the
2023 AGM were passed as follows:
Resolution Votes for % for Votes against % against Total votes cast
% of shares
on register
Votes
withheld
To approve the Directors’
Remuneration Policy (2021) 659,985,530 81.46 150,159,930 18.54 810,145,460 80.95 191,067
To approve the Annual Report
on Remuneration (2023) 808,808,276 97.30 22,181,186 2.70 830,989,462 82.15 21,190,134
Advisors to the Committee
Following a review of its advisors and a competitive tender process, the Committee appointed Deloitte LLP (“Deloitte”) as its new advisors on
22 September 2023. Prior to that, the advisors were PricewaterhouseCoopers LLP (“PwC”). Both Deloitte and PwC are members of the Remuneration
Consultants Group and subscribe to its Code of Conduct which requires that its advice must be objective and impartial.
During the year, Deloitte’s and PwC’s total fees excluding VAT in respect of advice to the Remuneration Committee were £87,700 and £43,025
respectively. Fees are generally determined on a time and materials basis. For some items, fees were determined under a fixed fee agreement.
From time to time, the Group engages Deloitte and PwC for other advice and services not related to executive remuneration, including valuation and
taxation. The Committee will continue to monitor such engagements with Deloitte in order to continue to be satisfied that they do not affect Deloitte’s
independence as an advisor to the Committee.
This report has been approved by the Board of Directors of the Company and signed on behalf of the Board by:
Tiffany Hall
Chair of the Remuneration Committee
4 June 2024
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Annual Report and Accounts 2024
As permitted under Luxembourg Law, the
Directors have elected to prepare a single
Management Report covering both the
Company and the Group’s financial year. The
Strategic Report, Corporate Governance report
and Directors’ remuneration report on pages
1 to 57, 58 to 101 and 76 to 95 respectively form
part of this report and are incorporated into
this Directors’ report by reference. Also, the
following information, in particular within those
reports can be found
as follows:
• future developments in the business –
page 14;
• workforce engagement – pages 33 and 34;
• Viability Statement – page 29;
• energy and carbon reporting – pages 31
to 32;
• Directors’ service contracts and
appointment letters – page 93;
• Directors’ interests in the Company’s shares
– page 90;
• conflicts of interest – page 65; and
• stakeholders and Section 172 Statement –
pages 54 to 57.
Company status
“Company”) is the parent company of the
Group. It was incorporated on 19 May 2014
as a public limited liability company (société
anonyme) under the laws of the Grand-Duchy
of Luxembourg and has its registered office
in the Grand-Duchy of Luxembourg . The
Company’s shares are listed on the premium
listing segment of the London Stock Exchange.
Branches
The Group has no branches and had none
during the reporting period.
Research and development
The Company has no research and
development activities.
Principal activity
Business review
This report together with the Strategic Report
on pages 1 to 57, which is incorporated by
reference in this report, sets out the review
of the Group’s business during the financial
year ended 30 March 2024, including factors
likely to affect the future development and
performance of the business and a description
of the principal risks and uncertainties the
Group faces.
Results and dividend
The Group’s profit after tax for the financial year
ended 30 March 2024 of £367m is reported in
the consolidated statement of comprehensive
income on page 105.
The Board is recommending a final dividend of
9.6p per ordinary share, which together with
the interim dividend of 5.1p per ordinary share
paid in December 2023 (but not including the
special dividend of 20.0p per share paid in
February 2024) is a total ordinary dividend
for the year of 14.7p, at the upper end of the
Company’s dividend policy of paying 30% to
40% of net income on a normalised tax basis.
Post balance sheet events
There have been no post balance sheet
events that either require adjustment to the
financial statements or are important in the
understanding of the Group’s current position.
Corporate social responsibility
Our CSR activity is set out in the Corporate
social responsibility report on pages 30 to 39
and in the standalone ESG report.
Employee engagement and
involvement
The Group is committed to employee
involvement, consultation and participation.
At key points throughout the year, colleagues
are kept informed about the performance
and strategy of the Group through internal
business update meetings, conference calls,
company newsletters and CEO email bulletins.
They include information on the financial and
trading performance of the Group. Further
details of workforce engagement, feedback
and actions during the year are also set out on
pages 33 to 35, which is incorporated in this
report by reference.
B&M has a Share Incentive Plan which is open
to all B&M UK employees after 12 months
service. Certain employees in the Group are
also eligible to participate in other share
incentive schemes of the Company.
Equal opportunities
The Group is an equal opportunity employer. It
is the Group’s policy not to discriminate on the
basis of gender, race, colour, religion, disability
or sexual orientation, in its recruitment, training
and promotion programmes.
Disabled persons
The Group seeks to ensure that disabled
people, whether applying for a vacancy
or already in employment, receive equal
opportunities in respect of job vacancies
which they are able to fulfil. They are not
discriminated against on the grounds of
their disability and are given full and fair
consideration of applications, continuing
training while employed and equal opportunity
for career development and promotion. Where
existing colleagues suffer a disability, it is our
policy to retain them in the workforce where
that is practicable.
Directors
The Directors’ interests in shares and share
awards made to Directors of the Company as
at 31 March 2024 are shown on page 90.
Since the year end on 31 March 2024 and
as at the date of this report, a new Non-
Executive Director, Nadia Shouraboura, has
been appointed by shareholders. Details on
Directors’ biographies can be found on pages
59 to 61.
In accordance with the Articles of Association
of the Company (the “Articles”), all the Directors
will retire at the AGM on 23 July 2024. All the
retiring Directors are eligible for re-election
as Directors.
Directors’ indemnities
The Company’s Articles permit to indemnify
Directors in certain circumstances, as well
as to provide insurance for their benefit.
The Company has Directors’ and Officers’
insurance in place in respect of all the
Directors. The insurance does not provide
cover where a Director has acted fraudulently
or dishonestly.
Political donations
The Company made no political donations
during the financial year under review.
The Directors present their report (the “Management Report”) under
Luxembourg Law and DTR 4.1.5R, together with the consolidated annual
accounts and financial statements of the Group and of the Company as at
30 and 31 March 2024 respectively for the accounting periods then ended.
Directors’ report and business review
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Annual Report and Accounts 2024
Strategic Report Corporate Governance Financial Statements
Financial instruments
Details of the Group’s objectives and policies
on financial risk management, and details of
the financial instruments currently in use, are
set out in note 1 to the consolidated financial
statements on pages 109 to 119, which forms
part of this report.
Share capital
The Company’s share capital and changes
made to it in the financial year ended 31 March
2024, are set out on page 98 below and
under note 23 to the consolidated financial
statements on page 143 which forms part of
this report.
In common with other Luxembourg registered
companies, the Articles allow the Board
to increase the issued share capital of the
Company within the limits of the authorised
share capital (set under article 5.2 of the
Articles), including by the issue of new
shares and, under certain conditions, by
limiting or cancelling pre-emption rights
of existing shareholders.
Under Luxembourg Law such authority can only
be granted for a period of up to five years. The
authority for the Board to increase the issued
share capital within the limits of the authorised
share capital has been renewed for five years on
25 July 2023 and will expire on 25 July 2028. The
conditions and limits under which this authority
can be exercised are provided for under article
5.2 of the Articles.
The Directors intend to comply with the Pre-
Emption Group’s Statement of Principles, in
relation to any issue of shares of the Company
to the extent practical as a Luxembourg
registered company.
The Board intends to seek an authorisation
of shareholders at the AGM on 23 July 2024
that the Company may purchase, acquire
or receive its own shares. This resolution is
requested at each AGM. No shares of the
Company have been repurchased and no
contract to repurchase shares has been
entered into at any time since the incorporation
of the Company.
Each ordinary share entitles the holder to vote
at general meetings of the Company in person
or by proxy. Unless otherwise provided by
Luxembourg Law or the Articles, all decisions
by an annual or ordinary shareholders’
meeting are taken by a simple majority of votes
cast regardless of the proportion of the issued
share capital represented at the meeting.
The notice of the AGM specifies deadlines for
exercising voting rights and appointing a proxy
to vote.
Holders of ordinary shares may receive
dividends and on liquidation a share in the
assets of the Company.
Subject to meeting certain thresholds, holders
of ordinary shares may requisition a general
meeting of the Company or the proposal of
resolutions at general meetings. The rights
(including full details relating to voting),
obligations and any restrictions on transfers
relating to the Company’s ordinary shares, as
well as the powers of the Directors, are set out
in the Articles of Association.
The Company is not aware of any agreements
between shareholders that restrict the
transfer of shares or voting rights attached
to the shares.
Amendment to the
Articles of Association
The Articles of Association of the Company may
only be amended at an extraordinary general
meeting of shareholders where at least one
half of the issued share capital is represented
(or if that condition is not satisfied at a second
meeting regardless of the proportion of the
issued share capital represented at that
second meeting) and when adopted by a
resolution passed by at least two-thirds of the
votes cast.
Change of control
The Company has a senior facilities agreement
(the “SFA”) in relation to a £225m term loan
and a £225m revolving credit facility. The SFA
provides that on a change of control of the
Company, each lender has the right to require
early repayment of their loans and to cancel all
their commitments under the SFA on not less
than ten business days’ notice to the Company.
The Company issued £400m 3.625% senior
secured notes due 2025 (part having been
early redeemed, the outstanding principal
amount is of £155,520,000), £250m 4% senior
secured notes due 2028 and £250m 8.125%
senior secured notes due 2030. On a change
of control of the Company, each bondholder
has the option to require the Company to
repurchase all or part of the notes of such
holder at a redemption purchase price
expressed as a percentage of the principal
amount as at redemption date, plus accrued
interest up to the date of repurchase.
The Group’s credit and loan facilities with its
banks and fleet finance agreements for HGVs
contain customary cancellation and repayment
provisions upon a change of control.
Employee share incentive schemes
also have customary change of control
provisions triggering vesting and exercise on
performance conditions being met or (in the
discretion of the Company) being waived.
Annual General Meeting and
Extraordinary General Meeting
Notices convening the Company’s AGM to
be held on 23 July 2024, will be issued to
shareholders. In addition to the ordinary
business of the AGM, the Directors are seeking
certain other approvals and authorities, details
of which are set out in the notice of the AGM.
An extraordinary general meeting (“EGM”)
will be held after the AGM, on 23 July 2024, to
deliberate upon amendments being proposed
to be made to the Articles of Association of the
Company. Those amendments mainly consist
in removing provisions which are no more
relevant or applicable to the Company. Further
details can be found under sections (h) and (i)
of the Article 11 report on page 99 below.
Corporate governance
Compliance by the Company with the
UK Corporate Governance Code and the
requirements of Luxembourg Law are set out
in the Principal risks and uncertainties on
pages 24 to 28, the Corporate Governance
report on pages 58 to 101 and the Directors’
remuneration report on pages 76 to 95, each of
which form part of this report.
Shareholders
The following shareholders have notified the Company of their interests of 5% or more in the Company’s issued ordinary shares (including interests in
shares held through financial instruments):
Shareholder
Number of
ordinary
shares
% issued
share
Capital
The Capital Group Companies Inc. 99,497,396 9.93
Fidelity Management Research 73,537,597 7.64
GIC Private Limited 51,167,466 5.10
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Annual Report and Accounts 2024
The Statement of Directors’ responsibilities in
relation to the consolidated annual accounts
and financial statements of the Group and
the standalone annual accounts and financial
statements of the Company appears on page
101, which forms part of this report.
Independent auditor
KPMG Audit S.à r.l. is the independent auditor
(“
réviseur d’entreprises agréé
”) of the Company.
Their reappointment as the Company’s auditor,
together with the authority for the Directors to
fix their remuneration, will be proposed at the
AGM on 23 July 2024.
Information on forward-looking
statements
The Annual Report and financial statements
include forward-looking statements that
reflect the Company’s or, as appropriate, the
Directors’ current views with respect to, among
other things, the intentions, beliefs and current
expectations of the Company or the Directors
concerning, amongst other things, the
results of operations, the financial condition,
prospects, growth, strategies and dividend
policy of the Company and the industry in
which it operates. Statements that include the
words “expects”, “intends”, “plans”, “believes”,
“projects”, “forecasts”, “predicts”, “assumes”,
“anticipates”, “will”, “targets”, “aims”, “may”,
“should”, “shall”, “would”, “could”, “continue”,
“risk” and similar statements of a future or
forward-looking nature can be used to identify
forward-looking statements.
All forward-looking statements involve risks
and uncertainties because they relate to events
and depend on circumstances that may or
may not occur in the future. Undue reliance
should not be placed on such forward-looking
statements because they involve known and
unknown risks and uncertainties.
Independence Compliance Statement
Simon Arora, Bobby Arora, Robin Arora and SSA
Investments S.à r.l. (“SSA Investments”) (together
the “Arora Family”) entered into a relationship
agreement with the Company (the “Relationship
Agreement”) at the time of and with effect
from the admission of the Company to trading
on the London Stock Exchange in June 2014
(“Admission”). The purpose of the Relationship
Agreement was to regulate the ongoing
relationships between the Company and the
Arora Family and to ensure that the business
operated independently of the Arora Family
(and their associates) and that transactions
and relationships between the Group and the
Arora Family (and their associates) were at arm’s
length and on normal commercial terms. The
Relationship Agreement applied for so long as
the Arora Family together with their associates
held 5% or more of the issued ordinary shares
of the Company. The Arora Family (and their
associates) shareholding fell below 5% of the
issued ordinary shares of the Company in
December 2023, and therefore the Relationship
Agreement has lapsed and ceased to have any
effect from that date.
Under the UK Listing Rules, each of Simon
Arora, Bobby Arora, Robin Arora and any other
close family members and associates will be
considered to be a related party for the purposes
of the related party transaction rules in Chapter
11 of the Listing rules until 12 months after Simon,
Bobby or any other member of the family, ceases
to be a director or shadow director or ceases
to exercise significant influence over B&M
European Value Retail S.A. or any subsidiaries of
the Group. Simon ceased to be a director of the
Company in April 2023 and Robin Arora left the
Company in March 2022. Bobby Arora continues
to be an employee of the Group and a Director of
several subsidiaries of the Group.
A summary of the corporate governance and
Listing Rules processes and assessments
undertaken by the Group and the Board together
with reports of advisors and the opinion of the
Sponsor, in relation to related party leases, is
included on pages 65 and 66 of the Corporate
Governance report.
In the financial year 2024 there had been one
new store lease in the UK with Arora Family
related parties as landlords of those stores,
representing 2.13% of the total number of 47
gross B&M new store openings of the Group in
the UK in that period.
The total number of leases of UK stores and
rents of the Group with Arora Family related
parties as at the end of the period under review
were 63 store leases, representing 8.50% of a
total number of 741 UK B&M stores of the Group
with all landlords, and 10.12% of the overall rent
roll of all UK B&M stores as at the year end. B&M
entered into an agreement with Simon Arora
and Robin Arora permitting them to purchase
two company vehicles belonging to the
Company’s subsidiary, B&M Retail Limited. The
agreement took effect upon Simon and Robin
leaving their employment. The sum involved was
independently valued at the proper market value
of the cars given age and condition.
This transaction is to be regarded as immaterial
both under the UK Listing rules (being far below
0.25% under the relevant class test prescribed
by Chapter 11) and under the Luxembourg Law
provisions on related party transactions. By
reference to Luxembourg regulation on conflict of
interests as provided for under article 441-7 of the
Luxembourg Law of 10 August 1915 (reproduced
in article 13.10 of the Articles), it also falls within
the ordinary course of business exemption.
Details of other related party transactions
entered with associated companies of the
Group are set out in note 27 to the consolidated
financial statements on pages 147 to 150 which
forms part of this report.
Those transactions relate to the following
matters:
i. product sourcing and supplies to the Group
from Multi-Lines; and
ii. wholesale supplies of products by the Group
to Centz Retail Holdings Limited.
The Board confirms that during the financial year
2023/24:
i. the Company has complied with the
Independence Provisions included in the
Relationship Agreement;
ii. so far as the Company is aware, the
Independence Provisions included in the
Relationship Agreement have been complied
with by the controlling shareholder and its
associates;
iii. so far as the Company is aware, the
procurement obligations in the Relationship
Agreement have been complied with by the
Arora Family and its associates; and
iv. that the Company has acted independently
of the Arora Family and
their associates.
The Board confirms that this statement is
supported by each of the independent Directors
of the Company and there have been no
instances where any of them declined to support
this statement.
Article 11 report
The following disclosures are made voluntarily
on the basis of article 11 of the Luxembourg
Law on Takeovers of 19 May 2006 as amended
(“Luxembourg Takeovers Law”) and form part
of this Directors’ report.
Following the UK’s exit from the EU, the
shares of the Company, being listed solely on
the London Stock Exchange market, are no
longer admitted to trading on an EU Member
State regulated market and the Company is
therefore outside of the scope of Luxembourg
Takeovers Law.
The Board of Directors however deems it
best practice for a Luxembourg incorporated
company and in the best interest of
shareholders to continue to provide those
disclosures within the Directors’ report.
Section (a) – Share capital structure
The Company has issued one class of
shares which is admitted to trading on the
London Stock Exchange. No other shares
have been issued by the Company. Its
issued share capital as at 31 March 2024
amounts to £100,279,089.60 represented by
1,002,790,896 shares with a nominal value
of £0.10 each.
Directors’ report and business review continued
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Strategic Report Corporate Governance Financial Statements
As at the date of this report, all shares are in
dematerialised form.
In addition to the issued share capital, the
Company has also an authorised but unissued
share capital amounting to £296,943,132.60.
All shares issued by the Company entitle to
equal rights as set out in the Articles.
Section (b) – Transfer restrictions
All the shares are freely transferable subject to
the conditions set out in article 6.7 and 6.7.1.2 of
the Articles.
Section (c) – Major shareholdings
Details of shareholders holding more than 5%
of the issued share capital of the Company
as notified to the Company in accordance
with DTR 5.1 and in accordance with article
8.1 of the Articles which reproduces the
relevant provisions of the Luxembourg Law
on Transparency requirements for issuers of
securities dated 11 January 2011 as amended
(“Luxembourg Transparency Law”) are set out
on page 97.
Section (d) – Special control rights
All the issued and outstanding shares of the
Company have equal voting rights and there are
no special control rights attached to its shares.
Section (e) – Control system on
employee share scheme
The Company is not aware of any matters
regarding section (e) of article 11 of the
Luxembourg Takeovers Law.
Section (f) – Voting rights
Each share issued and outstanding in the
Company represents one vote. The Articles do
not provide for any voting restrictions.
In accordance with the Articles of Association,
shareholders may be represented at general
meetings and proxies shall be received by the
Company a certain time before the date of the
relevant general meeting. The Board of Directors
may determine such other conditions that must
be fulfilled by shareholders attending in person
or by proxy. Additional provisions may apply
under Luxembourg Law. Thus, Luxembourg
legislation requires shareholders to register
their intention to participate in general meetings
at least 14 days before the date of the meeting
(the “Record Date”). In accordance with the same
legislation and article 24.6.11 of the Articles,
and except when voting rights are suspended,
the right of a shareholder to participate in a
general meeting and to exercise the voting
rights attached to its shares and the number of
voting rights it may exercise are determined by
reference to the number of shares held by such
shareholder as at midnight on the Record Date.
As provided for under article 6.5.5 of the
Articles, the voting rights attached to any
shares which had not been dematerialised
by the Compulsory Dematerialisation Date (as
defined thereunder) were to be automatically
suspended. That deadline was on 8 March
2023 and as at the date of this report,
11,459 shares in aggregate had not been
dematerialised by their respective owners and
are now held in a securities account open in
the name of the Company. The suspension of
the voting rights attached to those shares will
cease when the owner provides the details of
a securities account in his or her name where
the shares can be transferred and held in
dematerialised form.
Besides, in accordance with article 8.1.5 of
the Articles which adopts article 8 of the
Luxembourg Transparency Law, as long as
the notice of crossing a major shareholding
in the Company has not been notified to
the Company in the manner prescribed, the
exercise of the voting rights relating to those
shares which exceed the threshold that
should have been notified is suspended.
The suspension of the voting rights is lifted
when the shareholder makes the notification
provided for under article 8.1.1 of the Articles.
Section (g) – Shareholders’ agreements
with transfer restrictions
The Company has no information about any
agreements between shareholders which may
result in restrictions on the transfer of securities
or voting rights.
Section (h) – Appointment of Board
members, amendment of Articles
of Association
The appointment and replacement of Board
members and the amendment of the Articles
are governed by Luxembourg Law, mainly
the Law on commercial companies dated
10 August 1915 as amended (“Luxembourg Law
of 10 August 1915”), and the Articles (article 10
and article 24.6.3 respectively).
The Articles are published under the Investors
section on the Company’s corporate website at
www.bandmretail.com.
They may only be amended (i) by decision of
an EGM of shareholders with at least half the
issued share capital of the Company present
or represented (and if that condition is not
satisfied, a second EGM convened with the
same agenda regardless of the proportion of
the issued share capital represented) and (ii)
when changes proposed are approved by a
majority of two-thirds of the votes cast.
Section (i) – Powers of the
Board of Directors
The Board of Directors is vested with
the broadest powers to take any action
necessary or useful to realise the purposes
of the Company, with the exception of the
powers reserved to the general meeting
of shareholders by the Luxembourg Law of
10 August 1915 and by the Articles.
In common with the articles of association
of other Luxembourg public limited liability
companies, article 5.2 of the Articles gives
authority to the Board of Directors to issue
shares on a non-pre-emptive basis under
certain conditions.
As at the date of this report, the Articles
authorise the Board of Directors to disapply
pre-emption rights:
a. for the issue for cash of shares representing
up to 5% of the issued share capital of the
Company in any one year;
b. for the issue for cash of shares representing
up to a further 5% of the issued share
capital to deal with financing (or refinancing
provided that the authority given is to
be used within six months as from the
original transaction) an acquisition or other
investment of a kind contemplated by the
Statement of Principles on the disapplication
of Pre-emption rights published by the Pre-
Emption Group of the FRC (the “Statement of
Principles”);
c. to deal with treasury shares or fractional
entitlements on otherwise pre-emptive
issues of shares; and
d. in connection with employee share
option schemes.
The Board as a matter of policy and to the
extent practicable for a Luxembourg company,
intends to follow the guidelines provided
for under the Statement of Principles. The
Statement of Principles raised up to 10% the
thresholds referred to under a and b above
and the special authority to issue shares for
cash on a non-pre-emptive basis for financing
acquisitions or investments can now be used in
connection with acquisitions and investments
having taken place in the preceding 12 months.
The Board proposes to amend article 5.2 of
the Articles accordingly and the EGM to be
held on 23 July 2024 will deliberate upon those
changes.
The AGM of the shareholders of the Company
held on 25 July 2023 authorised the Board to,
in the name and on behalf of the Company,
purchase, acquire or receive the Company’s
own shares representing up to 10% of its issued
share capital from time to time, on such terms
as the Board may decide in accordance with
the law.
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Annual Report and Accounts 2024
Subject to shareholder approval, this
authorisation will be renewed at the AGM to
be held on 23 July 2024. The renewal of this
authorisation is and will be requested at
each AGM.
No shares of the Company have been
purchased by the Company and no share
buyback contract has been entered into at any
time since the incorporation of the Company
and up to the date of this report.
Section (j) – Significant agreements
or essential business contracts
The Board of Directors is not aware of any
significant agreements to which the Company
is a party and which take effect, alter or
terminate upon a change of control of the
Company following a takeover bid other than:
a. the Company has an SFA in relation to a
£225m term loan agreement and a £225m
revolving credit facility. The SFA provides
that on a change of control of the Company,
each lender has the right to require early
repayment of their loans and to cancel all
their commitments under the SFA on not
less than ten business days’ notice to the
Company;
b. in relation to the Senior Secured Notes
issued by the Company, on a change of
control of the Company, each bondholder
has the option to require the Company to
repurchase all or part of the notes held
by such bondholder at the applicable
redemption purchase price (set as a
percentage of the then outstanding
principal amount) plus interest accrued up
to the date of the repurchase and additional
amounts if any;
c. the Group’s credit and loan facilities with
its banks and fleet finance agreements for
HGVs which contain customary cancellation
and repayment provisions upon a change
of control; and
d. employee share incentives schemes in
relation to shares in the Company include
customary change of control provisions
triggering vesting and exercise on
performance conditions being met or (in the
discretion of the Company), being waived.
Section (k) – Agreements
with Directors and employees
No agreements exist between the Company
and its Directors or employees which provide
for compensation if Directors or employees
resign or are dismissed without valid reason,
or if their employment ceases because of a
takeover bid other than as disclosed in the
Directors’ remuneration report on pages 76
to 95.
Approved on behalf of the Board.
Alejandro Russo
Chief Executive Officer
4 June 2024
Michael Schmidt
Chief Financial Officer
Directors’ report and business review continued
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Strategic Report Corporate Governance Financial Statements
Company law requires the Directors to prepare,
for each financial year, annual accounts
and financial statements of the Company,
on a standalone basis in accordance with
Luxembourg legal and regulatory requirements
regarding the preparation of annual accounts
(“Lux GAAP”) and consolidated annual
accounts and financial statements at Group
level in accordance with International Financial
Reporting Standards (“IFRS”) as adopted by the
EU and applicable law. Under the UK Disclosure
Guidance and Transparency Rules, Group
financial statements are also to be prepared
in accordance with International Financial
Reporting Standards adopted pursuant to
Regulation (EC) No 1606/2002 as it applies
in the European Union (“IFRS as adopted
by the EU”).
Under company law, the Directors must not
approve the financial statements unless they
are satisfied that they give a true and fair
view of the state of affairs of the Group and
Company and of their profit or loss for the
relevant period. In preparing each of the Group
and Company’s annual accounts and financial
statements, the Directors are required to:
• select suitable accounting policies and then
apply them consistently;
• make judgements and estimates that are
reasonable and prudent;
• present the financial statements and
policies in a manner that provides
relevant, reliable, comparable and
understandable information;
• state whether they have been prepared in
accordance with IFRS as adopted by the EU;
• assess the Group and the Company’s ability
to continue as a going concern, disclosing,
as applicable, matters related to going
concern; and
• use the going concern basis of accounting
unless they either intend to liquidate
the Group or the Company or to cease
operation, or have no realistic alternative
but to do so.
The Directors are responsible for keeping
adequate accounting records that are sufficient
to show and explain the parent company’s
transactions and disclose with reasonable
accuracy at any time the financial position
of the parent company and enable them to
ensure that its financial statements comply
with company law. They are responsible for
such internal control as they determine is
necessary to enable the preparation of
financial statements that are free from
material misstatement, whether due to
fraud or error, and have general responsibility
for taking such steps as are reasonably
open to them to safeguard the assets of the
Group and to prevent and detect fraud and
other irregularities.
Under applicable law and regulations, the
Directors are also responsible for preparing
a Strategic Report, Directors’ report, Directors’
remuneration report and Corporate
Governance Statement that comply with the
provisions of that law and those regulations.
The Directors are responsible for the
maintenance and integrity of the corporate
and financial information included on the
Company’s website. The financial statements
are published on the Company’s website.
Legislation in Luxembourg governing the
preparation and dissemination of financial
statements may differ from legislation in
other jurisdictions.
We confirm that, to the best of our knowledge:
• the consolidated annual accounts and
financial statements of B&M European Value
Retail S.A. (the “Company”) presented in this
Annual Report and established in conformity
with IFRS as adopted by the EU give a
true and fair view of the assets, liabilities,
financial position, cash flows and profits
of the Company and the undertakings
included within the consolidation taken as
a whole;
• the annual accounts of the Company
presented in this Annual Report established
in conformity with the Luxembourg legal
and regulatory requirements relating to
the preparation of annual accounts give a
true and fair view of the assets, liabilities,
financial position and profits of the
Company; and
• the Strategic Report includes a fair review
of the development and performance of
the business and position of the Company
and the undertakings included within the
consolidation taken as a whole, together
with a description of the principal risks and
uncertainties it faces.
We consider this Annual Report (including the
annual accounts and financial statements),
taken as a whole, is fair, balanced and
understandable and provides the information
necessary for shareholders to assess the
Group’s position, performance, business model
and strategy.
Approved on behalf of the Board.
Alejandro Russo
Chief Execut ive Officer
4 June 2024
Michael Schmidt
Chief Financial Officer
The Directors are responsible for preparing the Annual Report
and the Group and Company annual accounts and financial
statements in accordance with applicable law and regulations.
Statement of Directors’ responsibilities
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Independent Auditor’s Report
To the Shareholders of
B&M European Value Retail S.A.
3, rue Gabriel Lippmann
L-5365 Luxembourg
Luxembourg
REPORT OF THE REVISEUR D’ENTREPRISES AGREE
Report on the audit of the consolidated financial statements
Opinion
We have audited the consolidated financial statements of B&M European Value Retail S.A. and its subsidiaries (the “Group”), which comprise the
consolidated statement of financial position as at 30 March 2024, and the consolidated statement of comprehensive income, consolidated statement
of changes in equity and consolidated statement of cash flows for the 53 weeks period then ended, and notes to the consolidated financial
statements, including material accounting policy information and other explanatory information.
In our opinion, the accompanying consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at
30 March 2024, and its consolidated financial performance and its consolidated cash flows for the 53 weeks period then ended in accordance with
IFRS Accounting Standards as adopted by the European Union.
Basis for opinion
We conducted our audit in accordance with the Law of 23 July 2016 on the audit profession (the “Law of 23 July 2016”) and with International Standards
on Auditing (“ISAs”) as adopted for Luxembourg by the Commission de Surveillance du Secteur Financier (“CSSF”). Our responsibilities under the Law
of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the « Responsibilities of “réviseur d’entreprises agréé” for
the audit of the consolidated financial statements » section of our report. We are also independent of the Group in accordance with the International
Code of Ethics for Professional Accountants, including International Independence Standards, issued by the International Ethics Standards Board
for Accountants (“IESBA Code”) as adopted for Luxembourg by the CSSF together with the ethical requirements that are relevant to our audit of the
consolidated financial statements, and have fulfilled our other ethical responsibilities under those ethical requirements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements
of the current period. These matters were addressed in the context of the audit of the consolidated financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters.
Accounting for foreign currency hedges
Why the matter was considered to be one of the most significant in our
audit of the financial statements of the current period How the matter was addressed in our audit
The Group’s hedging reserve amounts to £3 million and reported a net
change of fair value of £14 million per the Consolidated statement of
changes in shareholders’ equity.
Per the Financial Instruments policy in note 1, the Group adopts hedge
accounting for a high proportion of its foreign currency inventory
purchases. The recognition of foreign exchange gains on foreign currency
forward contracts, through either other comprehensive income or the
income statement is determined by effectiveness testing.
In order to apply hedge accounting, it is necessary to demonstrate
hedge effectiveness which requires, amongst other things, matching
the hedging instrument to the hedged item and ensuring that the
appropriate exchange rate is applied to each hedged item included in
the inventory balance.
Given that the gross value of the hedges is significant, and that hedge
accounting is an inherently complex area of accounting, particularly in
times of volatile exchange rates, we have identified accounting for foreign
currency hedges as a key audit matter.
Our procedures over hedge accounting included, but were not limited to:
• Obtaining a detailed understanding and evaluating the design and
implementation of key controls that the Group has surrounding
hedge accounting by inquiries with the relevant process owners and
performing a walkthrough of the process which includes observing
the control and inspecting supporting evidence for the various controls.
• Reviewing the Group’s hedging strategy.
• Involving our treasury specialists to assist us in our assessment as to
whether hedge accounting can be applied.
• Inspecting management’s hedge effectiveness testing.
• For a sample of foreign currency hedges:
− Assessing the related hedge accounting documentation is
appropriately prepared in accordance with IFRS 9.
− Vouching the details of the forward contract to third party confirmation.
− For forward contracts that have matured: recalculating the gain or
loss realized on the forward contract.
− For forward contracts that have not yet matured: comparing the
year end derivative valuations to third party confirmations.
Reviewing management’s calculations to adjust the valuation of inventories
based on hedged effectiveness to assess whether the valuation has been
appropriately adjusted.
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Strategic Report Corporate Governance Financial Statements
Other information
The Board of Directors is responsible for the other information. The other information comprises the information stated in the consolidated management report
but does not include the consolidated financial statements and our report of the “réviseur d’entreprises agréé” thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether
the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be
materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to
report this fact. We have nothing to report in this regard.
Responsibilities of the Board of Directors and Those Charged with Governance for the consolidated financial statements
The Board of Directors is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS
Accounting Standards as adopted by the European Union, and for such internal control as the Board of Directors determines is necessary to enable the
preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Board of Directors is responsible for assessing the Group’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends
to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group’s financial reporting process.
Responsibilities of the réviseur d’entreprises agréé for the audit of the consolidated financial statements
The objectives of our audit are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue a report of the “réviseur d’entreprises agréé” that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Law of 23 July 2016 and with ISAs as
adopted for Luxembourg by the CSSF will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these consolidated financial statements.
As part of an audit in accordance with the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional
judgment and maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform
audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the
Board of Directors.
• Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report of the “réviseur d’entreprises agréé”
to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our report of the “réviseur d’entreprises agréé”. However, future events or conditions may
cause the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the
consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities and business activities within the Group to express
an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We
remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant
audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence,
and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where
applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of
the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our report unless
law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of
such communication.
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Report on other legal and regulatory requirements
The consolidated management report on pages 96 to 100 is consistent with the consolidated financial statements and has been prepared in
accordance with applicable legal requirements.
Luxembourg, 4 June 2024 KPMG Audit S.à r.l.
Cabinet de révision agréé
Fabien Hedouin
Partner
Independent Auditor’s Report continued
105
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Strategic Report Corporate Governance Financial Statements
| 53 weeks ended | 52 weeks ended | ||
| 30 March 2024 | 25 March 2023 | ||
Period ended | Note | £’m | £’m |
Revenue | 2 | ||
Cost of sales | ( | ( | |
Gross profit | |||
Administrative expenses | ( | ( | |
Operating profit | 5 | ||
Share of losses in associates | 12 | ( | ( |
Profit on ordinary activities before net finance costs and tax | |||
Finance costs on lease liabilities | 6 | ( | ( |
Other finance costs | 6 | ( | ( |
Finance income | 6 | ||
Profit on ordinary activities before tax | |||
Income tax expense | 10 | ( | ( |
Profit for the period | 2 | ||
| Other comprehensive income for the period | |||
| Items which may be reclassified to profit and loss: | |||
Exchange differences on retranslation of subsidiary and associate investments | ( | ||
Fair value movement as recorded in the hedging reserve | ( | ||
Tax effect of other comprehensive income | 10 | ||
Total other comprehensive income | ( | ||
Total comprehensive income for the period | |||
| Earnings per share | |||
Basic earnings per share attributable to ordinary equity holders (pence) | 11 | ||
Diluted earnings per share attributable to ordinary equity holders (pence) | 11 |
All profit and other comprehensive income is attributable to the owners of the parent.
The accompanying accounting policies and notes form an integral part of these consolidated financial statements.
Consolidated Statement of Comprehensive Income
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Restated* | |||
30 March | 25 March | ||
2024 | 2023 | ||
As at Non-current assets | Note | £’m | £’m |
Goodwill | 13 | ||
Intangible assets | 13 | ||
Property, plant and equipment | 14 | ||
Right-of-use assets | 15 | ||
Investments in associates | 12 | ||
Other receivables | 17 | ||
Other financial assets | 20 | ||
Deferred tax asset | 10 | ||
| Current assets | |||
Cash at bank and in hand | 18 | ||
Inventories | 16 | ||
Trade and other receivables | 17 | ||
Income tax receivable | |||
Other financial assets | 20 | ||
Total assets | |||
| Equity | |||
Share capital | 23 | ( | ( |
Share premium | ( | ( | |
Retained earnings | ( | ( | |
Hedging reserve | |||
Legal reserve | ( | ( | |
Merger reserve | |||
Foreign exchange reserve | ( | ( | |
( | ( | ||
| Non-current liabilities | |||
Interest-bearing loans and borrowings | 21 | ( | ( |
Lease liabilities | 15 | ( | ( |
Deferred tax liabilities | 10 | ( | ( |
Other financial liabilities | 20 | ( | |
Provisions | 22 | ( | ( |
( | ( | ||
| Current liabilities | |||
Interest bearing loans and borrowings | 21 | ( | ( |
Trade and other payables | 19 | ( | ( |
Lease liabilities | 15 | ( | ( |
Other financial liabilities | 20 | ( | ( |
Income tax payable | ( | ( | |
Provisions | 22 | ( | ( |
( | ( | ||
Total liabilities | ( | ( | |
Total equity and liabilities | ( | ( |
* The statement of financial position has been restated in 2023 to reflect a change in the presentation of deferred tax, see note 1 for further details.
Consolidated Statement of Financial Position
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Strategic Report Corporate Governance Financial Statements
| Foreign | ||||||||
| Share | Share | Retained | Hedging | Legal | Merger | exchange | Total | |
| capital | premium | earnings | reserve | reserve | reserve | reserve | equity | |
| £’m | £’m | £’m | £’m | £’m | £’m | £’m | £’m | |
Balance at 26 March 2022 | ( | |||||||
Allocation to legal reserve | ( | |||||||
Ordinary dividends declared | ( | ( | ||||||
Special dividends declared | ( | ( | ||||||
Effect of share options | ||||||||
Total transactions with owners | ( | ( | ||||||
Profit for the period | ||||||||
Other comprehensive income | ||||||||
Total comprehensive income for the period | ||||||||
Hedging gains & losses reclassified as inventory | ( | ( | ||||||
Balance at 25 March 2023 | ( | ( | ||||||
Ordinary dividends declared | ( | ( | ||||||
Special dividends declared | ( | ( | ||||||
Effect of share options | ||||||||
Total transactions with owners | ( | ( | ||||||
Profit for the period | ||||||||
Other comprehensive income | ( | ( | ( | |||||
Total comprehensive income for the period | ( | ( | ||||||
| Hedging gains & losses reclassified | ||||||||
as inventory | ||||||||
Hedging gains and losses reclassified as finance costs | ||||||||
Balance at 30 March 2024 | ( | ( |
The accompanying accounting policies and notes form an integral part of these consolidated financial statements.
Consolidated Statement of Changes in Shareholders’ Equity
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| 53 weeks ended | 52 weeks ended | ||
| 30 March | 25 March | ||
| 2024 | 2023 | ||
Period ended | Note | £’m | £’m |
| Cash flows from operating activities | |||
Cash generated from operations | 24 | ||
Income tax paid | ( | ( | |
Net cash flows from operating activities | |||
| Cash flows from investing activities | |||
Purchase of property, plant and equipment | 14 | ( | ( |
Purchase of intangible assets | 13 | ( | ( |
Proceeds from sale of property, plant and equipment | |||
Finance income received | 6 | ||
Dividend income from associates | 12 | ||
Net cash flows from investing activities | ( | ( | |
| Cash flows from financing activities | |||
Receipt of Group revolving credit facilities | 21 | ||
Repayment of old bank loan facilities | 21 | ( | |
Receipt of new bank loan facilities | 21 | ||
Repayment of corporate bonds | 21 | ( | |
Receipt due to newly issued corporate bonds | 21 | ||
Repayment of Heron facilities | 21 | ( | |
Net receipt of French facilities | 21 | ||
Repayment of the principal in relation to lease liabilities | 15 | ( | ( |
Payment of interest in relation to right-of-use assets | 15 | ( | ( |
Fees on refinancing | 21 | ( | |
Other finance costs paid | 6 | ( | ( |
Dividends paid to owners of the parent | 30 | ( | ( |
Net cash flows from financing activities | ( | ( | |
Effects of exchange rate changes on cash and cash equivalents | ( | ||
Net (decrease)/increase in cash and cash equivalents | ( | ||
Cash and cash equivalents at the beginning of the period | |||
Cash and cash equivalents at the end of the period | |||
| Cash and cash equivalents comprise: | |||
Cash at bank and in hand | 18 | ||
The accompanying accounting policies and notes form an integral part of these consolidated financial statements.
Consolidated Statement of Cash Flows
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Strategic Report Corporate Governance Financial Statements
Restatement of the Consolidated statement of financial position
Following the amendments made to IAS 12 ‘Income Taxes’ by the IASB in the paper ‘Deferred Tax related to Assets and Liabilities arising from a Single
Transaction – Amendments to IAS 12’, the Group has restated it’s deferred tax balances which arise from the differences between our statutory
reporting and local tax treatment of leases.
Under the amendments the Group is required to separately record deferred tax assets and deferred tax liabilities on each component of the overall
balance sheet difference, where previously the Group had reported a net position. So, for any one lease there will be a separate deferred tax asset
relating to the difference arising from the lease liability, and a separate deferred tax liability relating to the difference arising from the right-of-use asset.
This has resulted in a change in the presentation of the balances that comprise our deferred tax asset and liability in note 10, Tax, where we break
out the prior year balance previously described as
Temporary differences relating to the tax accounting for leases
at an asset value of £24m, into two
separate balances as follows;
| As restated | |
| £’m | |
Temporary differences relating to the tax accounting for leases (asset) | 93 |
Temporary differences relating to the tax accounting for leases (liability) | (69) |
In carrying out this review it was also noted that under IAS 12 the Group should net deferred tax assets and liabilities where we have a legally
enforceable right to do so and where they relate to income taxes levied by the same tax authority. This has resulted in a restatement to our
Consolidated statement of financial position as follows;
| As previously | ||
| reported | As restated | |
| £’m | £’m | |
Deferred tax asset | 30 | 4 |
Deferred tax liability | (43) | (17) |
As the restatement is a net-off of the deferred tax asset and deferred tax liability position, the net position remains unchanged. As such, there is no
impact on the Consolidated statement of comprehensive income, Consolidated statement of changes in shareholders’ equity or the Consolidated
statement of cash flows.
Notes to the Consolidated Financial Statements
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1 General information and basis of preparation continued
Going concern
As a value retailer, the Group is well placed to withstand volatility within the economic environment. The Group’s forecasts and projections, taking into
account reasonably possible changes in trading performance, show that the Group will trade within its current banking facilities.
In adopting the going concern basis for preparing the financial statements, the Directors have considered the business activities including the
Group’s principal risks and uncertainties. The Board also considered the Group’s current cash position, the repayment profile of its obligations, its
financial covenants and the resilience of its 12-month cash flow forecasts to a series of severe but plausible downside scenarios. Having considered
these factors the Board is satisfied the Group has adequate resources to continue its successful growth (see also the going concern and viability
statements in the ‘Principal risks and uncertainties’ section of this annual report).
There have been no significant post balance sheet changes to liquidity.
Consequently, the Directors are confident that the Group and Company will have sufficient funds to continue to meet its liabilities as they fall due for at
least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.
Notes to the Consolidated Financial Statements continued
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1 General information and basis of preparation continued
Notes to the Consolidated Financial Statements continued
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1 General information and basis of preparation continued
Notes to the Consolidated Financial Statements continued
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1 General information and basis of preparation continued
Notes to the Consolidated Financial Statements continued
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1 General information and basis of preparation continued
Notes to the Consolidated Financial Statements continued
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Standard | Summary of changes | EU endorsement status |
| Amendments to IAS 1 Presentation | The amendment requires an entity to have the right to defer settlement of the liability for | Endorsed on |
| of Financial Statements | at least 12 months after the reporting date in order to classify a liability as non-current. | 19 December 2023. |
| This right may be subject to a company complying with conditions (covenants) specified | ||
| in a loan arrangement. | Effective from | |
| 1 January 2024. | ||
| Amendments to IFRS 16 Lease | The amendment requires a seller-lessee to subsequently measure such leaseback | Endorsed on |
| Liability in a Sale and Leaseback | liabilities in a way that does not recognise any amount of gain or loss that relates to | 20 November 2023. |
| the right-of-use it retains. The new requirements do not prevent a seller-lessee from | ||
| recognising in profit or loss any gain or loss relating to the partial or full termination of a | Effective from | |
| lease. The amendments do not depend on an index or rate. | 1 January 2024. |
Standard | Summary of changes | EU endorsement status |
| Amendments to IAS 21 The Effects | The amendments clarify how an entity should assess whether a currency | Not yet endorsed. |
| of Changes in Foreign Exchange | is exchangeable and how it should determine a spot exchange rate when | |
| Rates | exchangeability is lacking. It also requires the disclosure of information that enables | |
| users of financial statements to understand the impact of a currency not being | ||
| exchangeable. | ||
| Amendments to IAS 7 and IFRS 7 | The amendments introduce two new disclosure objectives for a company to provide | Not yet endorsed. |
| Supplier Finance Arrangements | information about its supplier finance arrangements that would enable users (investors) | |
| to assess the effects of these arrangements on the company’s liabilities and cash flows, | ||
| and the company’s exposure to liquidity risk. |
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| UK | UK | France | |||
| B&M | Heron | B&M | Corporate | Total | |
| 53 week period to 30 March 2024 | £’m | £’m | £’m | £’m | £’m |
Revenue | 4,410 | 560 | 514 | – | 5,484 |
EBITDA (note 3) | 743 | 50 | 89 | (17) | 865 |
Depreciation and amortisation | (195) | (23) | (40) | – | (258) |
Profit/(loss) before interest and tax | 548 | 27 | 49 | (17) | 607 |
Net finance expense | (48) | (1) | (14) | (46) | (109) |
Income tax (charge)/credit | (127) | (6) | (9) | 11 | (131) |
Segment profit/(loss) | 373 | 20 | 26 | (52) | 367 |
Total assets | 2,905 | 284 | 413 | 23 | 3,625 |
Total liabilities | (1,491) | (119) | (307) | (974) | (2,891) |
Capital expenditure* | (97) | (15) | (14) | – | (126) |
| UK | UK | France | |||
| B&M | Heron | B&M | Corporate | Total | |
52 week period to 25 March 2023 (restated † ) | £’m | £’m | £’m | £’m | £’m |
Revenue | 4,067 | 485 | 431 | – | 4,983 |
EBITDA (note 3) | 680 | 41 | 76 | (20) | 777 |
Depreciation and amortisation | (182) | (22) | (38) | – | (242) |
Profit/(loss) before interest and tax | 498 | 19 | 38 | (20) | 535 |
Net finance expense | (45) | (3) | (11) | (40) | (99) |
Income tax (charge)/credit | (87) | (3) | (6) | 8 | (88) |
Segment profit/(loss) | 366 | 13 | 21 | (52) | 348 |
Total assets | 2,856 | 295 | 385 | 25 | 3,561 |
Total liabilities | (1,443) | (119) | (277) | (1,002) | (2,841) |
Capital expenditure* | (77) | (11) | (10) | – | (98) |
Notes to the Consolidated Financial Statements continued
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| 53 weeks ended | 52 weeks ended | |
| 30 March | 25 March | |
| 2024 | 2023 | |
| Period to | £’m | £’m |
Revenue due from UK operations | 4,970 | 4,552 |
Revenue due from French operations | 514 | 431 |
Overall revenue | 5,484 | 4,983 |
| 30 March | 25 March | |
| 2024 | 2023 | |
| As at | £’m | £’m |
UK operations | 2,315 | 2,240 |
French operations | 254 | 243 |
Luxembourg operations | 5 | 8 |
Overall | 2,574 | 2,491 |
| 53 weeks ended | 52 weeks ended | |
| 30 March | 25 March | |
| 2024 | 2023 | |
| Period to | £’m | £’m |
Revenue due to sales made in stores | 5,454 | 4,940 |
Revenue due to wholesale activities | 30 | 37 |
Revenue due to online activities | – | 6 |
Overall revenue | 5,484 | 4,983 |
3 Reconciliation of non-IFRS measures from the statement of comprehensive income
The Group reports a selection of alternative performance measures as detailed below. The Directors believe that these measures provide additional
information that is useful to the users of the accounts.
EBITDA, adjusted EBITDA, adjusted operating profit and adjusted profit are all non-IFRS measures and therefore a reconciliation from the statement of
comprehensive income is set out below.
| 53 weeks ended | 52 weeks ended | |
| 30 March | 25 March | |
| 2024 | 2023 | |
| Period to | £’m | £’m |
Profit on ordinary activities before interest and tax | 607 | 535 |
Add back depreciation and amortisation | 258 | 242 |
EBITDA | 865 | 777 |
Costs in relation to the acquisition of Wilko stores | 9 | – |
Online project costs | – | 2 |
Reverse the fair value and foreign exchange impact of derivatives yet to mature | (2) | 17 |
Foreign exchange on intercompany balances | 0 | 0 |
Adjusted EBITDA | 872 | 796 |
Depreciation and amortisation | (258) | (242) |
Adjusted operating profit | 614 | 554 |
Interest costs related to lease liabilities (see note 6) | (69) | (61) |
Net other finance costs (see note 6) | (44) | (38) |
Adjusted profit before tax | 501 | 455 |
Adjusted tax | (132) | (91) |
Adjusted profit for the period | 369 | 364 |
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3 Reconciliation of non-IFRS measures from the statement of comprehensive income continued
Adjusted EBITDA (pre-IFRS 16), adjusted operating profit (pre-IFRS 16) and adjusted profit (pre-IFRS 16) are also non-IFRS measures and are reconciled
as follows:
| 53 weeks ended | 52 weeks ended | |
| 30 March | 25 March | |
| 2024 | 2023 | |
| Period to | £’m | £’m |
EBITDA (above) | 865 | 777 |
Remove effects of IFRS 16 on EBITDA | (243) | (223) |
EBITDA (pre-IFRS 16) | 622 | 554 |
Adjusting items (above) | 7 | 19 |
Adjusted EBITDA (pre-IFRS 16) | 629 | 573 |
Pre-IFRS 16 depreciation and amortisation | (82) | (76) |
Adjusted operating profit (pre-IFRS 16) | 547 | 497 |
Net other finance costs | (44) | (38) |
Adjusted profit before tax (pre-IFRS 16) | 503 | 459 |
Adjusted tax | (133) | (93) |
Adjusted profit (pre-IFRS 16) for the period | 370 | 366 |
The effects of IFRS 16 on EBITDA caption reflects the difference between IAS 17 and IFRS 16 accounting and largely consists of the additional rent
expense the Group would have incurred under the IAS 17 standard.
Adjusting items are the fair value and foreign exchange impact of derivatives yet to mature, the foreign exchange impact of the retranslation of
intercompany balances and significant project gains or losses which may be included if incurred, as they have been in the current year in relation to
the acquisition of several Wilko store leases, and in the prior year in relation to our online trial (which had ceased by the prior year-end date).
Adjusted tax represents the tax charge per the statement of comprehensive income as adjusted only for the effects of the adjusting items detailed
above.
The following table reconciles the statutory figures to the adjusted and adjusted (pre-IFRS 16) figures in the statutory profit and loss format on a line-by-
line basis.
| Statutory | Adjusting | Adjusted | Impact of | Adjusted | |
| figures | items | figures | IFRS 16 | (pre-IFRS 16) | |
| 53-week period to 30 March 2024 | £’m | £’m | £’m | £’m | £’m |
Revenue | 5,484 | – | 5,484 | – | 5,484 |
Cost of sales | (3,449) | – | (3,449) | – | (3,449) |
Gross profit | 2,035 | – | 2,035 | – | 2,035 |
Depreciation and amortisation | (258) | – | (258) | 176 | (82) |
Other administrative expenses | (1,169) | 7 | (1,162) | (243) | (1,405) |
Operating profit | 608 | 7 | 615 | (67) | 548 |
Share of losses in associates | (1) | – | (1) | – | (1) |
Profit before interest and tax | 607 | 7 | 614 | (67) | 547 |
Finance costs relating to right-of-use assets | (69) | – | (69) | 69 | – |
Other finance costs | (50) | 1 | (49) | – | (49) |
Finance income | 10 | (5) | 5 | – | 5 |
Profit before tax | 498 | 3 | 501 | 2 | 503 |
Income tax expense | (131) | (1) | (132) | (1) | (133) |
Profit for the period | 367 | 2 | 369 | 1 | 370 |
Notes to the Consolidated Financial Statements continued
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| Statutory | Adjusting | Adjusted | Impact of | Adjusted | |
| figures | items | figures | IFRS 16 | (pre-IFRS 16) | |
| 52-week period to 25 March 2023 | £’m | £’m | £’m | £’m | £’m |
Revenue | 4,983 | – | 4,983 | – | 4,983 |
Cost of sales | (3,182) | – | (3,182) | – | (3,182) |
Gross profit | 1,801 | – | 1,801 | – | 1,801 |
Depreciation and amortisation | (242) | – | (242) | 166 | (76) |
Other administrative expenses | (1,023) | 19 | (1,004) | (223) | (1,227) |
Operating profit | 536 | 19 | 555 | (57) | 498 |
Share of profits in associates | (1) | – | (1) | – | (1) |
Profit before interest and tax | 535 | 19 | 554 | (57) | 497 |
Finance costs relating to right-of-use assets | (61) | – | (61) | 61 | – |
Other finance costs | (40) | – | (40) | – | (40) |
Finance income | 2 | – | 2 | – | 2 |
Profit before tax | 436 | 19 | 455 | 4 | 459 |
Income tax expense | (88) | (3) | (91) | (2) | (93) |
Profit for the period | 348 | 16 | 364 | 2 | 366 |
The tables below give the reconciliation between the operating profit and adjusted EBITDA (pre-IFRS 16) by segment:
| UK | UK | France | |||
| B&M | Heron | B&M | Corporate | Total | |
| 53-week period to 30 March 2024 | £’m | £’m | £’m | £’m | £’m |
Profit/(loss) before interest and tax | 548 | 27 | 49 | (17) | 607 |
Adjusting items (above) | – | – | – | 7 | 7 |
Adjusted operating profit/(loss) | 548 | 27 | 49 | (10) | 614 |
Depreciation and amortisation (pre-IFRS 16) | 59 | 13 | 10 | – | 82 |
Impact of IFRS 16 | (51) | (4) | (12) | – | (67) |
Adjusted EBITDA | 556 | 36 | 47 | (10) | 629 |
| UK | UK | France | |||
| B&M | Heron | B&M | Corporate | Total | |
| 52 week period to 25 March 2023 | £’m | £’m | £’m | £’m | £’m |
Profit/(loss) before interest and tax | 498 | 19 | 38 | (20) | 535 |
Adjusting items (above) | – | – | – | 19 | 19 |
Adjusted operating profit/(loss) | 498 | 19 | 38 | (1) | 554 |
Depreciation and amortisation (pre-IFRS 16) | 52 | 12 | 12 | – | 76 |
Impact of IFRS 16 | (48) | (1) | (8) | – | (57) |
Adjusted EBITDA | 502 | 30 | 42 | (1) | 573 |
The segmental split in EBITDA and adjusted EBITDA reconciles as follows:
| UK | UK | France | |||
| B&M | Heron | B&M | Corporate | Total | |
| 53-week period to 30 March 2024 | £’m | £’m | £’m | £’m | £’m |
Profit/(loss) before interest and tax | 548 | 27 | 49 | (17) | 607 |
Add back depreciation and amortisation | 195 | 23 | 40 | – | 258 |
EBITDA | 743 | 50 | 89 | (17) | 865 |
Adjusting items (above) | – | – | – | 7 | 7 |
Adjusted EBITDA | 743 | 50 | 89 | (10) | 872 |
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3 Reconciliation of non-IFRS measures from the statement of comprehensive income continued
| UK | UK | France | |||
| B&M | Heron | B&M | Corporate | Total | |
| 52-week period to 25 March 2023 | £’m | £’m | £’m | £’m | £’m |
Profit/(loss) before interest and tax | 498 | 19 | 38 | (20) | 535 |
Add back depreciation and amortisation | 182 | 22 | 38 | – | 242 |
EBITDA | 680 | 41 | 76 | (20) | 777 |
Adjusting items (above) | – | – | – | 19 | 19 |
Adjusted EBITDA | 680 | 41 | 76 | (1) | 796 |
Adjusted EPS and diluted EPS measures are reconciled in note 11.
Post-tax free cash flow is reconciled to the Consolidated statement of cash flows as follows:
| 53 weeks ended | 52 weeks ended | |
| 30 March | 25 March | |
| 2024 | 2023 | |
| Period ended | £’m | £’m |
Cash flows from operating activities | 862 | 866 |
Income tax paid | (116) | (84) |
Purchase of property, plant and equipment | (123) | (93) |
Purchase of intangible assets | (3) | (5) |
Proceeds from sale of property, plant and equipment | 2 | 9 |
Repayment of the principal in relation to lease liabilities | (171) | (168) |
Payment of interest in relation to right-of-use assets | (69) | (61) |
Post-tax free cash flow | 382 | 464 |
Adjusted EBITDA and related measures are not measures of performance or liquidity under IFRS and should not be considered in isolation or as a
substitute for measures of profit, or as an indicator of the Group’s operating performance or cash flows from operating activities as determined in
accordance with IFRS.
4 Reconciliation of the 52-week results from the 53-week adjusted results
Group management consider that presenting an adjusted 52-week result is helpful to the users of this annual report in order to directly compare
like-for-like periods.
Therefore, we present a reconciliation to an adjusted 52-week statement of comprehensive income derived from the adjusted 53-week statement of
comprehensive income by removing the final week of the financial year. The adjusting items are those detailed in note 3.
| 53 weeks ended | 52 weeks ended | 52 weeks ended | ||
| 30 March 2024 | Week 53 | 23 March 2024 | 25 March 2023 | |
| Adjusted | £’m | £’m | £’m | £’m |
Revenue | 5,484 | 112 | 5,372 | 4,983 |
Cost of sales | (3,449) | (70) | (3,379) | (3,182) |
Gross profit | 2,035 | 42 | 1,993 | 1,801 |
Operating costs | (1,406) | (29) | (1,377) | (1,228) |
Adjusted EBITDA (pre-IFRS 16) | 629 | 13 | 616 | 573 |
Depreciation and amortisation (pre-IFRS 16) | (82) | (2) | (80) | (76) |
Operating impact of IFRS 16 | 67 | 1 | 66 | 57 |
Adjusted operating profit | 614 | 12 | 602 | 554 |
Adjusting items | (7) | (0) | (7) | (19) |
Profit before interest and tax | 607 | 12 | 595 | 535 |
Finance costs relating to right-of-use assets | (69) | (1) | (68) | (61) |
Other net finance costs | (40) | (1) | (39) | (38) |
Profit before tax | 498 | 10 | 488 | 436 |
Notes to the Consolidated Financial Statements continued
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5 Operating profit
| 53 weeks ended | 52 weeks ended | |
| 30 March | 25 March | |
| 2024 | 2023 | |
| Period ended | £’m | £’m |
Auditor’s remuneration | 1 | 1 |
| Payments to auditors in respect of non-audit services: | ||
Other assurance services | 0 | 0 |
Cost of inventories recognised as an expense (included in cost of sales) | 3,449 | 3,182 |
Depreciation of owned property, plant and equipment | 79 | 71 |
Amortisation (included within administration costs) | 2 | 4 |
Depreciation of right-of-use assets | 177 | 167 |
Impairment of right-of-use assets | 5 | 2 |
Operating lease rentals | 1 | 5 |
Loss/(profit) on sale of property, plant and equipment | 1 | (1) |
Gain on sale and leasebacks | – | (1) |
Loss/(gain) on foreign exchange | 7 | (10) |
| 53 weeks ended | 52 weeks ended | |
| 30 March | 25 March | |
| 2024 | 2023 | |
| Period ended | £’m | £’m |
Interest on debt and borrowings | (47) | (38) |
Ongoing amortisation of finance fees | (2) | (2) |
Interest swap derivative | (0) | – |
Total adjusted finance expense | (49) | (40) |
Release of remaining unamortised fees on previous facilities | (1) | – |
Total other finance expense | (50) | (40) |
Finance costs on lease liabilities | (69) | (61) |
Total finance expense | (119) | (101) |
| 53 weeks ended | 52 weeks ended | |
| 30 March | 25 March | |
| 2024 | 2023 | |
| Period ended | £’m | £’m |
| Cash | ||
Finance costs paid in relation to debt and borrowings | 41 | 36 |
Finance costs paid in relation to lease liabilities | 69 | 61 |
Fees paid in relation to refinancing | 15 | – |
Finance costs paid | 125 | 97 |
| Non-cash | ||
Movement of accruals in relation to debt and borrowings | 6 | 2 |
Capitalisation of paid fees in relation to new facilities | (15) | – |
Release of remaining unamortised fees on previous facilities | 1 | – |
Ongoing amortisation of finance fees | 2 | 2 |
Interest swap derivative | (0) | – |
Total finance expense | 119 | 101 |
| 53 weeks ended | 52 weeks ended | |
| 30 March | 25 March | |
| 2024 | 2023 | |
| Period ended | £’m | £’m |
Interest income on overpaid corporation tax | 1 | – |
Interest income on loans and bank accounts | 4 | 2 |
Total adjusted finance income | 5 | 2 |
Gain on tender of corporate bonds | 5 | – |
Total finance income | 10 | 2 |
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6 Finance costs and finance income continued
| 53 weeks ended | 52 weeks ended | |
| 30 March | 25 March | |
| 2024 | 2023 | |
| Period ended | £’m | £’m |
Total adjusted finance expense | (49) | (40) |
Total adjusted finance income | 5 | 2 |
Total net adjusted finance costs | (44) | (38) |
7 Employee remuneration
Expense recognised for employee benefits is analysed below:
| 53 weeks ended | 52 weeks ended | |
| 30 March | 25 March | |
| 2024 | 2023 | |
| Period ended | £’m | £’m |
Wages and salaries | 657 | 583 |
Social security costs | 47 | 39 |
Share-based payment expense | 3 | 3 |
Pensions – defined contribution plans | 10 | 9 |
Total remuneration | 717 | 634 |
There are £1m of defined contribution pension liabilities owed by the Group at the period end (2023: £1m).
B&M France operates a scheme where they must provide a certain amount per employee to pay upon their retirement date. The accrual on this
scheme at the period end was £1m (2023: £1m).
The average monthly number of persons employed by the Group during the period was:
| Restated* | ||
| 53 weeks ended | 52 weeks ended | |
| 30 March | 25 March | |
| Period ended | 2024 | 2023 |
Sales staff | 39,928 | 39,735 |
Administration | 1,187 | 1,155 |
Total staff | 41,115 | 40,890 |
* The staff figures presented in the prior year annual report have been restated following recalculation. Previously sales staff numbers were presented as 42,299 with 1,206
administration staff, giving 43,505 in total.
8 Key management remuneration
Key management personnel and Directors’ remuneration includes the following:
| 53 weeks ended | 52 weeks ended | |
| 30 March 2024 | 25 March 2023 | |
| Period ended | £’m | £’m |
| Directors’ remuneration: | ||
Short-term employee benefits | 4 | 4 |
Benefits accrued under the share option scheme | 1 | 1 |
Pension | 0 | 0 |
Total | 5 | 5 |
| Key management expense (includes Directors’ remuneration): | ||
Short-term employee benefits | 14 | 9 |
Benefits accrued under the share option scheme | 1 | 2 |
Pension | 0 | 0 |
Total | 15 | 11 |
| Amounts in respect of the highest paid director emoluments: | ||
Short-term employee benefits | 3 | 2 |
Benefits accrued under the share option scheme | 0 | 1 |
Pension | 0 | 0 |
Total | 3 | 3 |
Notes to the Consolidated Financial Statements continued
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The emoluments disclosed above are of the Directors and key management personnel who have served as a Director within any of the continuing
Group companies.
9 Share options
The Group operates three equity settled share option schemes which split down to various tranches. Details of these schemes follow.
1) Long-Term Incentive Plan (LTIP) awards
The LTIP was adopted by the Board on 29 May 2014. No grant under this scheme can be made more than 10 years after this date.
Eligibility
Employees and Executive Directors of the Group are eligible for the LTIP and the awards are made at the discretion of the remuneration committee.
Limits & pricing
A fixed number of options are offered to each participant, with the pricing set at £nil. The options offered to each individual cannot exceed a total
value of 250% of the participants base salary where the value is measured as the market value of the shares on grant multiplied by the number of
options awarded, with the whole scheme limited to 10% of the share capital in issue.
Dividend credits
All participants in any LTIP awards granted after 1 April 2018 are entitled to a dividend credit, where the notional dividend they would have received
on the maximum number of shares available under their award is converted into new share options and added to the award based upon the share
price on the date of the dividend. These additional awards have been reflected in the tables below.
Vesting & exercise
The share options are subject to a set of conditions measured over a three-year performance period as follows:
LTIP Executive (“A”) awards
• 50% of the awards are subject to a TSR performance condition, where the Group’s TSR over the performance period is compared with a
comparator group. The awards vest on a sliding scale where the full 50% is awarded if the Group falls in the upper quartile, 12.5% vests if the
Group falls exactly at the median, and 0% below that.
• 50% of the awards are subject to a diluted EPS performance target. The awards vest on a sliding scale based upon the EPS as follows:
Award | EPS as at | 50% paid at | 12.5% paid at | ||
LTIP | 2017A | March-20 | 24.0p | 19.0p | |
LTIP 2018A | March-21 | 28.0p | 23.0p | ||
LTIP 2019A | March-22 | 33.0p | 27.0 p | ||
LTIP 2020A | March-23 | 30.0p | 25.0p | ||
LTIP 2021A | March-24 | 45.0p | 37.0p | ||
LTIP 2 | 02 | 2A | March-25 | 50.0p | 42.0p |
LTIP 2023A | March-26 | 43.9p | 37.9p |
Below the 12.5% boundary, no options vest diluted EPS is defined as adjusted (pre-IFRS 16) diluted EPS, see note 11.
• The performance period is the three years ending the period end specified in the EPS table above.
• Once the performance period concludes, the calculated number of share options remaining are then subject to a two-year holding period.
• The share options vest at the conclusion of the holding period.
LTIP Restricted (“B”) awards
• Group EBITDA must be positive in each year of the LTIP.
• The awards also have an employee performance condition attached.
Vested awards can be exercised up to the tenth anniversary of grant.
Tranches
There have been several awards of the LTIP, with the details as follows.
Note that the LTIP Executive awards have been split into the element subject to the TSR (50%) and the element subject to the EPS (50%) since these
were valued separately.
The TSR awards market condition has been included in the fair value calculation for those awards while all non-market conditions have not been
included. Expected volatility has been calculated based upon the historic share price volatility of the Group and those of comparable companies.
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9 Share Options continued
The key information used in the valuation of these tranches is as follows:
| Date | Original options | Fair value | Expected | ||||
| Scheme | of grant | granted | of each option | Risk free rate | life (years) | Volatility | |
2017 | A-TSR | 7 Aug 17 | 40,610 | 272p | 0.52% | 5 | 32% |
2017 | A-EPS | 7 Aug 17 | 40,610 | 351p | 0.52% | 5 | 32% |
201 | 8A-TSR | 22 Aug 18 | 226,672.5 | 240p | 0.97% | 5 | 29% |
201 | 8A-EPS | 22 Aug 18 | 226,672.5 | 409p | 0.97% | 5 | 29% |
201 | 9A-TSR | 22 Aug 19 | 275,640.5 | 251p | 0.37% | 5 | 31% |
201 | 9A-EPS | 22 Aug 19 | 275,640.5 | 361p | 0.37% | 5 | 31% |
2020A | -TSR | 30 Jul 20 | 141,718 | 409p | -0.11% | 5 | 48% |
2020A | -EPS | 30 Jul 20 | 141,718 | 464p | -0.11% | 5 | 48% |
20 | 21A-TSR | 3 Aug 21 | 218,861 | 354p | 0.23% | 5 | 37% |
20 | 21A-EPS | 3 Aug 21 | 218,861 | 560p | 0.23% | 5 | 37% |
20 | 22A-TSR | 17 Nov 22 | 309,342 | 124p | 3.16% | 5 | 31% |
2022 | A-EPS | 17 Nov 22 | 309,342 | 386p | 3.16% | 5 | 31% |
20 | 23A-TSR | 1 Aug 23 | 224,422 | 409p | 4.75% | 5 | 32% |
2023 | A-EPS | 1 Aug 23 | 224,422 | 548p | 4.75% | 5 | 32% |
2018/B1 | 23 Jan 18 | 19,264 | 400p | 0.25% | 3 | 32% | |
2018/B2 | 20 Aug 18 | 236,697 | 406p | 0.25% | 3 | 30% | |
2019/B1 | 20 Aug 19 | 369,061 | 348p | 0.47% | 3 | 30% | |
2019/B2 | 18 Sep 19 | 2,678 | 373p | 0.47% | 3 | 30% | |
2020/B1 | 30 Jul 20 | 303,092 | 463p | -0.12% | 3 | 39% | |
2021/B1 | 3 Aug 21 | 281,950 | 560p | 0.12% | 3 | 42% | |
2022/B1 | 3 Aug 22 | 396,877 | 437p | 1.75% | 3 | 32% | |
2022/B2 | 15 Dec 22 | 3,641 | 412p | 1.75% | 3 | 32% | |
2023/B1 | 1 Aug 23 | 414,833 | 548p | 4.77% | 3 | 31% |
| Options at | Dividend | Options at | ||||||
| Scheme | 25 Mar 23 | Granted | credit | Forfeited | Exercised | 30 Mar 24 | ||
2018A- | TSR | 230,321* | – | 3,978 | – | (234,299) | – | |
2018A-EPS | 297,452* | – | 5,138 | – | (302,590) | – | ||
2 | 01 | 9A-TSR | 293,188* | – | 19,395 | – | – | 312,583* |
20 | 19A-EPS | 293,188* | – | 19,395 | – | – | 312,583* | |
2020A- | TSR | 185,124 | – | 12,245 | – | – | 197,369* | |
2020A-E | PS | 185,124 | – | 12,245 | – | – | 197,369* | |
2021A- | TSR | 251,037 | – | 11,899 | (71,146) | – | 191,790 | |
2021A-E | PS | 251,037 | – | 11,899 | (71,146) | – | 191,790 | |
2022A-TSR | 327,851 | – | 21,686 | – | – | 349,537 | ||
2022A- | EPS | 327,851 | – | 21,686 | – | – | 349,537 | |
2023A- | TSR | – | 224,422 | 10,782 | – | – | 235,204 | |
2023A-E | PS | – | 224,422 | 10,782 | – | – | 235,204 | |
2020/B1 | 302,339 | – | 4,789 | (2,817) | (304,311) | – | ||
2021/B1 | 257,138 | – | 15,921 | (21,925) | – | 251,134 | ||
2022/B1 | 408,264 | – | 24,705 | (52,107) | – | 380,862 | ||
2022/B2 | 3,809 | – | 252 | – | – | 4,061 | ||
2023/B1 | – | 414,833 | 18,058 | (45,413) | – | 387,478 |
Notes to the Consolidated Financial Statements continued
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| Options at | Dividend | Options at | |||||
| Scheme | 26 Mar 22 | Granted | credit | Forfeited | Exercised | 25 Mar 23 | |
2017 | A-TSR | 27,557* | – | – | – | (27,557) | – |
2017 | A-EPS | 18,071* | – | – | – | (18,071) | – |
201 | 8A-TSR | 202,465* | – | 19,613 | 8,243† | – | 230,321* |
201 | 8A-EPS | 280,368* | – | 25,327 | (8,243)† | – | 297,452* |
201 | 9A-TSR | 279,393.5 | – | 24,963 | (11,168.5) | – | 293,188* |
201 | 9A-EPS | 279,393.5 | – | 24,963 | (11,168.5) | – | 293,188* |
2020A | -TSR | 169,361 | – | 15,763 | – | – | 185,124 |
2020A | -EPS | 169,361 | – | 15,763 | – | – | 185,124 |
20 | 21A-TSR | 229,660.5 | – | 21,376.5 | – | – | 251,037 |
20 | 21A-EPS | 229,660.5 | – | 21,376.5 | – | – | 251,037 |
20 | 22A-TSR | – | 309,342 | 18,509 | – | – | 327,851 |
2022 | A-EPS | – | 309,342 | 18,509 | – | – | 327,851 |
2017/B1 | 53,576 | – | – | – | (53,576) | – | |
2017/B2 | 13,379 | – | – | – | (13,379) | – | |
2018/B2 | 38,289 | – | – | – | (38,289) | – | |
2019/B1 | 391,522 | – | 10,023 | (1,937) | (399,608) | – | |
2019/B2 | 3,403 | – | 107 | – | (3,510) | – | |
2020/B1 | 297,103 | – | 24,247 | (19,011) | – | 302,339 | |
2021/B1 | 271,020 | – | 22,204 | (36,086) | – | 257,138 | |
2022/B1 | – | 396,877 | 23,532 | (12,145) | – | 408,264 | |
2022/B2 | – | 3,641 | 168 | – | – | 3,809 |
* These share options have vested and are in a two-year holding period.
† There was a rebalancing between the EPS and TSR awards after the final analysis of the performance conditions of this scheme. The overall shares options vesting on the scheme
does not change, only the split between TSR and EPS.
2) Deferred Bonus Share Plan (DBSP) awards
The DBSP was adopted by the Board on 30 July 2018. No grant under this scheme can be made more than 10 years after this date.
The DBSP differs from the LTIP awards in that there are no vesting conditions.
The scheme has been set up in order to allocate a specified proportion of the Executive Director’s annual bonus into £nil price share options which
are then placed in holding for three years.
As there are no vesting conditions, these awards have been valued at the amount of the bonus to be converted into share options under the scheme.
There are annual awards of the scheme. The 2024 award will be made after this set of statutory accounts have been published and will therefore be
reported in the next annual report.
| Options at | Dividend | Options at | |||||
| Scheme | 25 Mar 23 | Granted | credit | Forfeited | Exercised | 30 Mar 24 | |
2020 | Bonus allocation | 59,673 | – | 1,031 | – | (60,704) | – |
2021 | Bonus allocation | 97,885 | – | 6,474 | – | – | 104,359 |
2022 | Bonus allocation | 304,382 | – | 20,135 | – | – | 324,517 |
2023 | Bonus allocation | – | 155,365 | 10,275 | – | – | 165,640 |
| Options at | Dividend | Options at | |||||
| Scheme | 26 Mar 22 | Granted | credit | Forfeited | Exercised | 25 Mar 23 | |
2019 | Bonus allocation | 72,909 | – | – | – | (72,909) | – |
2020 | Bonus allocation | 54,591 | – | 5,082 | – | – | 59,673 |
2021 | Bonus allocation | 89,550 | – | 8,335 | – | – | 97,885 |
2022 | Bonus allocation | – | 278,466 | 25,916 | – | – | 304,382 |
The fair values of the presented schemes on inception were £0.8m (2023), £1.1m (2022), £0.5m (2021), £0.2m (2020) and £0.2m (2019).
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9 Share Options continued
3) Specific LTIP awards
The remuneration committee are able to award specific share schemes under the LTIP framework, where considered appropriate. There are
two such schemes at the year end, both relating to the buy-out of executive share option schemes held prior to appointment with the business. Both
schemes have no vesting conditions but are time limited with details given below.
| Options at | Dividend | Options at | ||||
| Scheme | 25 Mar 23 | Granted | credit | Forfeited | Exercised | 30 Mar 24 |
Buy-out Nov-23 | 34,330 | – | 927 | – | (35,257) | – |
Buy-out Nov-24 | 34,330 | – | 2,271 | – | – | 36,601 |
| Options at | Dividend | Options at | ||||
| Scheme | 26 Mar 22 | Granted | credit | Forfeited | Exercised | 25 Mar 23 |
Buy-out Nov-23 | – | 32,392 | 1,938 | – | – | 34,330 |
Buy-out Nov-24 | – | 32,392 | 1,938 | – | – | 34,330 |
The fair values of the presented schemes on inception were both £0.1m.
The summary period-end position is as follows:
| 30 March | 25 March | |
| Period ended | 2024 | 2023 |
Share options outstanding at the start of the year | 4,144,323 | 3,170,633 |
Share options granted during the year (including via dividend credit) | 1,285,010 | 1,692,106 |
Share options forfeited or lapsed during the year | (264,554) | (91,517) |
Share options exercised in the year | (937,161 ) | (626,899) |
Share options outstanding at the end of the year | 4,227,618 | 4,144,323 |
| Of which; | ||
Share options that are not vested | 2,576,597 | 2,499,574 |
Share options that are in holding | 1,651,021 | 1,644,749 |
Share options that are vested and eligible for exercise | – | – |
All exercised options are satisfied by the issue of new share capital. The weighted average share price on exercise was £5.52 (2023: £3.59). All
outstanding options have a £nil (2023: £nil) exercise price and the weighted average remaining contractual life is 1.7 years (2023: 2.1 years).
In the year, £3m has been charged to the Consolidated statement of comprehensive income in respect to the share option schemes (2023: £3m). At
the end of the year the outstanding share options had a carrying value of £7m (2023: £6m).
10 Taxation
The relationship between the expected tax expense based on the standard rate of corporation tax in the UK of 25% (2023: 19%) and the tax expense
actually recognised in the Consolidated statement of comprehensive income can be reconciled as follows:
| 53 weeks ended | 52 weeks ended | |
| 30 March | 25 March | |
| 2024 | 2023 | |
| Period ended | £’m | £’m |
Current tax expense | 122 | 84 |
Deferred tax charge | 9 | 4 |
Total tax expense recorded in profit and loss | 131 | 88 |
Current tax credit in other comprehensive income | (1) | – |
Deferred tax credit in other comprehensive income | (0) | (5) |
Total tax credit recorded in other comprehensive income | (1) | (5) |
Result for the year before tax | 498 | 436 |
Expected tax charge at the standard tax rate | 124 | 83 |
| Effect of: | ||
Expenses not deductible for tax purposes | 6 | 3 |
Income not taxable | (1) | (2) |
Lease accounting | (0) | (1) |
Foreign operations taxed at local rates | 1 | 2 |
Changes in the rate of corporation tax | 0 | 1 |
Adjustment in respect of prior years | 0 | 2 |
Hold over gains on fixed assets | (0) | 0 |
Other | 1 | 0 |
Actual tax expense | 131 | 88 |
Notes to the Consolidated Financial Statements continued
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| Restated* | ||
| 30 March | 25 March | |
| 2024 | 2023 | |
| Statement of financial position | £’m | £’m |
Accelerated tax depreciation | (17) | (11) |
Relating to intangible brand assets | (27) | (27) |
Fair valuing of assets and liabilities (asset) | 2 | 3 |
Fair valuing of assets and liabilities (liability) | (2) | (1) |
Temporary differences relating to the tax accounting for leases (asset) | 90 | 93 |
Temporary differences relating to the tax accounting for leases (liability) | (68) | (69) |
Movement in provision | 1 | 0 |
Relating to share options | 4 | 3 |
Held over gains on fixed assets | (4) | (4) |
Losses carried forward | – | – |
Other temporary differences | 0 | 0 |
Net deferred tax liability | (21) | (13) |
| Analysed as; | ||
Deferred tax asset | 4 | 4 |
Deferred tax liability | (25) | (17) |
| 53 weeks ended | 52 weeks ended | |
| 30 March | 25 March | |
| 2024 | 2023 | |
| Statement of comprehensive income | £’m | £’m |
Accelerated tax depreciation | (7) | (5) |
Relating to intangible brand assets | (0) | 1 |
Fair valuing of assets and liabilities | (2) | 8 |
Temporary differences relating to the tax accounting for leases | (1) | (0) |
Movement in provision | 0 | (0) |
Relating to share options | 1 | (0) |
Held over gains on fixed assets | – | (0) |
Brought forward losses | – | (3) |
Other temporary differences | (0) | (0) |
Net deferred tax charge | (9) | 1 |
| Analysed as; | ||
Total deferred tax charge in profit or loss | (9) | (4) |
Total deferred tax credit in other comprehensive income | 0 | 5 |
11 Earnings per share
Basic earnings per share (EPS) amounts are calculated by dividing the net profit or loss for the financial period attributable to ordinary equity holders
of the parent by the weighted average number of ordinary shares outstanding at each period end.
Diluted EPS amounts are calculated by dividing the net profit attributable to ordinary equity holders of the parent by the weighted average number
of ordinary shares outstanding during each year plus the weighted average number of ordinary shares that would be issued on conversion of any
dilutive potential ordinary shares into ordinary shares.
Adjusted (and adjusted (pre-IFRS 16)) basic and diluted EPS are calculated in the same way as above, except using adjusted profit attributable to
ordinary equity holders of the parent, as defined in note 3.
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11 Earnings per share continued
There are share option schemes in place (see note 9) which have a dilutive effect on both periods presented.
The following reflects the income and share data used in the EPS computations:
| 30 March | 25 March | |
| 2024 | 2023 | |
| Period ended | £’m | £’m |
Profit for the period attributable to owners of the parent | 367 | 348 |
Adjusted profit for the period attributable to owners of the parent | 369 | 364 |
Adjusted (pre-IFRS 16) profit for the period attributable to owners of the parent | 370 | 366 |
Thousands | Thousands | |
Weighted average number of ordinary shares for basic earnings per share | 1,002,392 | 1,001,593 |
Dilutive effect of employee share options | 2,282 | 1,730 |
Weighted average number of ordinary shares adjusted for the effect of dilution | 1,004,674 | 1,003,323 |
Pence | Pence | |
Basic earnings per share | 36.6 | 34.8 |
Diluted earnings per share | 36.5 | 34.7 |
Adjusted basic earnings per share | 36.8 | 36.3 |
Adjusted diluted earnings per share | 36.7 | 36.2 |
Adjusted (pre-IFRS 16) basic earnings per share | 36.9 | 36.5 |
Adjusted (pre-IFRS 16) diluted earnings per share | 36.8 | 36.5 |
| 30 March | 25 March | |
| 2024 | 2023 | |
| Period ended | £’m | £’m |
| Net book value | ||
Carrying value at the start of the period | 8 | 8 |
Dividends received | (1) | – |
Share of profits and losses in associates since the prior year valuation exercise | (1) | (1) |
Effect of foreign exchange on translation | (1) | 1 |
Carrying value at the end of the period | 5 | 8 |
| 30 March | 25 March | |
| 2024 | 2023 | |
| Period ended | £’m | £’m |
| Multi-lines | ||
Non-current assets | 13 | 14 |
Current assets | 76 | 69 |
Non-current liabilities | – | – |
Current liabilities | (86) | (75) |
Net assets | 3 | 8 |
Revenue | 242 | 252 |
Loss | (3) | (3) |
Notes to the Consolidated Financial Statements continued
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Strategic Report Corporate Governance Financial Statements
| 30 March | 25 March | |
| 2024 | 2023 | |
| Period ended | £’m | £’m |
| Centz | ||
Non-current assets | 11 | 16 |
Current assets | 27 | 24 |
Non-current liabilities | (11) | (10) |
Current liabilities | (9) | (13) |
Net assets | 18 | 17 |
Revenue | 64 | 71 |
Profit | 2 | 3 |
| Goodwill | Software | Brands | Other | Total | |
| £’m | £’m | £’m | £’m | £’m | |
| Cost or valuation | |||||
At 26 March 2022 | 920 | 14 | 116 | 1 | 1,051 |
Additions | – | 3 | 2 | – | 5 |
Disposals | – | (7) | (4) | – | (11) |
Effect of retranslation | 1 | 0 | 0 | 0 | 1 |
At 25 March 2023 | 921 | 10 | 114 | 1 | 1,046 |
Additions | – | 3 | – | – | 3 |
Disposals | – | (0) | – | – | (0) |
Remeasure | – | – | 0 | – | 0 |
Effect of retranslation | (0) | (0) | – | (0) | (0) |
At 30 March 2024 | 921 | 13 | 114 | 1 | 1,049 |
| Accumulated amortisation/impairment | |||||
At 26 March 2022 | – | 10 | 1 | – | 11 |
Charge for the year | – | 1 | 3 | – | 4 |
Disposals | – | (6) | (4) | – | (10) |
Effect of retranslation | – | 0 | 0 | – | 0 |
At 25 March 2023 | – | 5 | 0 | – | 5 |
Charge for the year | – | 2 | 0 | – | 2 |
Disposals | – | (0) | – | – | (0) |
Effect of retranslation | – | (0) | – | – | (0) |
At 30 March 2024 | – | 7 | 0 | – | 7 |
Net book value at 30 March 2024 | 921 | 6 | 114 | 1 | 1,042 |
Net book value at 25 March 2023 | 921 | 5 | 114 | 1 | 1,041 |
| 30 March 2024 | 30 March 2024 | 25 March 2023 | 25 March 2023 | |
| Goodwill | Brand | Goodwill | Brand | |
| £’m | £’m | £’m | £’m | |
UK B&M | 807 | 99 | 807 | 99 |
UK Heron | 88 | 14 | 88 | 14 |
France B&M | 26 | – | 26 | – |
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13 Intangible assets continued
| 30 March | 25 March | |
| As at | 2024 | 2023 |
Discount rate (B&M UK) | 10.2% | 12.7% |
Discount rate (Heron) | 11.2% | 14.7% |
Discount rate (B&M France) | 12.4% | 14.7% |
Inflation rate for costs (B&M UK and Heron) | 3.0%/2.0%* | 8.0%/1.0%* |
Inflation rate for costs (B&M France) | 3.0%/2.0%* | 6.0%/4.0%/2.0%* |
Like-for-like sales growth (B&M UK) | 1.5%/2.0%* | 2.0% |
Like-for-like sales growth (Heron) | 4.0%/2.0%* | 5.0%/2.0% |
Like-for-like sales growth (B&M France) | 6.5%/2.0%* | 7.0%/2.0% |
Gross margin (all) | ±0bps | ±0bps |
Terminal growth rate (B&M UK) | 1.0% | 0.5% |
Terminal growth rate (Heron) | 1.7% | 1.0% |
Terminal growth rate (B&M France) | 1.4% | 1.2% |
Notes to the Consolidated Financial Statements continued
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Strategic Report Corporate Governance Financial Statements
| 30 March | 25 March | |
| 2024 | 2023 | |
| B&M UK | ||
Discount rate | 32.5% | 53.9% |
Inflation rate for expenses | 12.7% | 12.8% |
Like-for-like sales | ( 7.0 )% | (5.4)% |
Gross margin | (217)bps | (234)bps |
Terminal growth rate | (46.1)% | Not sensitive |
| B&M France | ||
Discount rate | 53.8% | 72.0% |
Inflation rate for expenses | 12.6% | 8.0% |
Like-for-like sales | (6.9)% | (3.0)% |
Gross margin | (261)bps | (152)bps |
Terminal growth rate | (55.9)% | Not sensitive |
| Heron | ||
Discount rate | 24.1% | 22.4% |
Inflation rate for expenses | 7.1% | 3.9% |
Like-for-like sales | (2.6)% | (0.5)% |
Gross margin | (100)bps | (56)bps |
Terminal growth rate | (17.7)% | (17.6)% |
14 Property, plant and equipment
| Plant, | ||||
| Land and | Motor | fixtures and | ||
| buildings | vehicles | equipment | Total | |
| £’m | £’m | £’m | £’m | |
| Cost or valuation | ||||
At 26 March 2022 | 110 | 25 | 506 | 641 |
Additions | 7 | 6 | 80 | 93 |
Disposals | (18) | (5) | (47) | (70) |
Effect of retranslation | – | 0 | 3 | 3 |
At 25 March 2023 | 99 | 26 | 542 | 667 |
Additions | 8 | 13 | 102 | 123 |
Disposals | (0) | (3) | (6) | (9) |
Remeasure | (0) | 0 | 0 | 0 |
Effect of retranslation | – | (0) | (1) | (1) |
At 30 March 2024 | 107 | 36 | 637 | 780 |
| Accumulated depreciation and impairment charges | ||||
At 26 March 2022 | 28 | 13 | 237 | 278 |
Charge for the period | 4 | 5 | 62 | 71 |
Disposals | (15) | (2) | (46) | (63) |
Effect of retranslation | – | 0 | 1 | 1 |
At 25 March 2023 | 17 | 16 | 254 | 287 |
Charge for the period | 5 | 4 | 70 | 79 |
Disposals | (0) | (2) | (4) | (6) |
Remeasure | – | 0 | 0 | 0 |
Effect of retranslation | – | (0) | (1) | (1) |
At 30 March 2024 | 22 | 18 | 319 | 359 |
Net book value at 30 March 2024 | 85 | 18 | 318 | 421 |
Net book value at 25 March 2023 | 82 | 10 | 288 | 380 |
Under the terms of the loan and notes facilities in place at 30 March 2024, fixed and floating charges were held over £85m of the net book value of
land and buildings, £18m of the net book value of motor vehicles and £285m of the net book value of the plant, fixtures and equipment. (2023: £82m,
£10m and £257m respectively).
At the period end, £4m of assets were under construction (2023: £3m).
Included within land and buildings is land with a cost of £6m (2023: £6m) which is not depreciated.
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14 Property, plant and equipment continued
| Plant, | ||||
| Land and | Motor | fixtures and | ||
| buildings | vehicles | equipment | Total | |
| £’m | £’m | £’m | £’m | |
| Net book value | ||||
As at 26 March 2022 | 1,053 | 8 | 5 | 1,066 |
Additions | 130 | 2 | 3 | 135 |
Modifications | 32 | – | – | 32 |
Disposals | (18) | (0) | (0) | (18) |
Impairment | (2) | – | – | (2) |
Depreciation | (160) | (4) | (3) | (167) |
Foreign exchange | 9 | 0 | 1 | 10 |
As at 25 March 2023 | 1,044 | 6 | 6 | 1,056 |
Additions | 231 | 2 | 6 | 239 |
Modifications | 28 | – | – | 28 |
Disposals | (35) | (0) | (0) | (35) |
Impairment | (5) | – | – | (5) |
Depreciation | (170) | (4) | (3) | (177) |
Foreign exchange | (5) | (0) | (0) | (5) |
As at 30 March 2024 | 1,088 | 4 | 9 | 1,101 |
| 30 March | 25 March | |
| 2024 | 2023 | |
| £’m | £’m | |
This year | 237 | 229 |
Within 1 year | 242 | 229 |
Between 1 and 2 years | 235 | 217 |
Between 2 and 3 years | 222 | 200 |
Between 3 and 4 years | 205 | 184 |
Between 4 and 5 years | 179 | 166 |
Between 5 and 10 years | 506 | 486 |
More than 10 years | 125 | 141 |
Total | 1,714 | 1,623 |
Notes to the Consolidated Financial Statements continued
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Strategic Report Corporate Governance Financial Statements
| 30 March | 25 March | |
| 2024 | 2023 | |
| £’m | £’m | |
Lease liabilities brought forward | 1,301 | 1,310 |
| Cash | ||
Repayment of the principal in relation to right-of-use assets | (171) | (168) |
Payment of interest in relation to right-of-use assets | (69) | (61) |
| Non-cash | ||
Interest charge | 69 | 61 |
Effects on lease liability relating to lease additions, modifications and disposals | 232 | 150 |
Effects of foreign exchange | (5) | 9 |
Total cash movement in the year | (240) | (229) |
Total non-cash movement in the year | 296 | 220 |
Movement in the year | 56 | (9) |
Lease liabilities carried forward | 1,357 | 1,301 |
Of which current | 170 | 177 |
Of which non-current | 1,187 | 1,124 |
| 30 March | 25 March | |
| 2024 | 2023 | |
| Weighted average discount rate | ||
Property | 5.2% | 4.7% |
Equipment | 7.3% | 4.2% |
All right-of-use assets | 5.2% | 4.7% |
£’m | £’m | |
| Effect on finance costs with a change of 50bps to the discount rate | ||
Property | 7 | 6 |
Equipment | 0 | 0 |
All right-of-use assets | 7 | 6 |
| 25 March | |
| 2023 | |
| £’m | |
Consideration received | 4 |
Net book value of the assets disposed | (3) |
Costs of sale when specifically recognised | (0) |
Profit per pre-IFRS 16 accounting standards | 1 |
Opening adjustment to the right-of-use asset | (0) |
Profit recognised in the statement of comprehensive income | 1 |
Initial right-of-use asset recognised | 1 |
Initial lease liability recognised | (2) |
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16 Inventories
| 30 March | 25 March | |
| 2024 | 2023 | |
| As at | £’m | £’m |
Goods for resale | 776 | 764 |
Included in the amount above was a net release of £3m related to inventory provisions (2023: £3m net release). In the period to 30 March 2024,
£3,449m (2023: £3,182m) was recognised as an expense for inventories and £31m of supplier rebates were received (2023: £26m).
| 30 March | 25 March | |
| 2024 | 2023 | |
| £’m | £’m | |
| Non-current | ||
Other receivables | 5 | 6 |
Total non-current receivables | 5 | 6 |
| Current | ||
Trade receivables | 9 | 9 |
Deposits on account | 3 | 2 |
Provision for impairment | (2) | (2) |
Net trade receivables to non-related parties | 10 | 9 |
Prepayments | 32 | 26 |
Related party receivables | 2 | 2 |
Other tax | 10 | 5 |
Other receivables | 22 | 10 |
Total current receivables | 76 | 52 |
| 30 March | 25 March | |
| 2024 | 2023 | |
| Period ended | £’m | £’m |
Provision for impairment at the start of the period | (2) | (2) |
Impairment during the period | (1) | (0) |
Utilised/released during the period | 1 | 0 |
Effect of foreign exchange | – | (0) |
Balance at the period end | (2) | (2) |
| 30 March | 25 March | |
| 2024 | 2023 | |
| As at | £’m | £’m |
Current | 6 | 6 |
1-30 days past due | 1 | 1 |
31-90 days past due | 0 | 0 |
Over 90 days past due | 2 | 2 |
Balance at the period end | 9 | 9 |
Notes to the Consolidated Financial Statements continued
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Strategic Report Corporate Governance Financial Statements
| 30 March | 25 March | |
| 2024 | 2023 | |
| As at | £’m | £’m |
Cash at bank and in hand | 182 | 237 |
Cash and cash equivalents | 182 | 237 |
30 March | 25 March | |
2024 | 2023 | |
As at Current | £’m | £’m |
Trade payables | 380 | 371 |
Other tax and social security payments | 37 | 80 |
Accruals and deferred income | 101 | 63 |
Related party trade payables | 33 | 11 |
Other payables | 21 | 16 |
Total current payables | 572 | 541 |
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30 March | 25 March | |
2024 | 2023 | |
As at Current financial assets at fair value through profit and loss: | £’m | £’m |
Foreign exchange forward contracts | 2 | 1 |
| Current financial assets at fair value through other comprehensive income: | ||
Foreign exchange forward contracts | 2 | 0 |
Total current other financial assets | 4 | 1 |
| Non-current financial assets at fair value through profit and loss: | ||
Foreign exchange forward contracts | 0 | – |
| Non-current financial assets at fair value through other comprehensive income: | ||
Foreign exchange forward contracts | 1 | – |
Total non-current other financial assets | 1 | – |
Total other financial assets | 5 | 1 |
30 March | 25 March | |
2024 | 2023 | |
As at Current financial liabilities at fair value through profit and loss: | £’m | £’m |
Foreign exchange forward contracts | 4 | 8 |
| Current financial liabilities at fair value through other comprehensive income: | ||
Foreign exchange forward contracts | 6 | 5 |
Total current other financial liabilities | 10 | 13 |
| Non-current financial liabilities at fair value through profit and loss: | ||
Foreign exchange forward contracts | 0 | – |
Total non-current other financial liabilities | 0 | – |
Total other financial liabilities | 10 | 13 |
| Total | Level 1 | Level 2 | Level 3 | |
| £’m | £’m | £’m | £’m | |
| 30 March 2024 | ||||
Foreign exchange contracts | (5) | – | (5) | – |
| 25 March 2023 | ||||
Foreign exchange contracts | (12) | – | (12) | – |
Notes to the Consolidated Financial Statements continued
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Strategic Report Corporate Governance Financial Statements
30 March | 25 March | |
2024 | 2023 | |
As at Current | £’m | £’m |
Revolving facility bank loan | 25 | – |
Term facility bank loan | – | 78 |
B&M France loan facilities | 4 | 3 |
Total | 29 | 81 |
| Non-current | ||
High yield bond notes | 650 | 646 |
Term facility bank loan | 221 | 219 |
B&M France loan facilities | 10 | 8 |
Total | 881 | 873 |
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21 Financial liabilities – borrowings continued
| Interest | 30 March | 25 March | ||
| rate | 2024 | 2023 | ||
% | Maturity | £’m | £’m | |
Revolving facility loan | 1.75% + SONIA | Apr-24 | 25 | – |
Term facility bank loan A | 2.00% + SONIA | Mar-29 | 225 | 300 |
High yield bond notes (2020) | 3.625% | Jul-25 | 156 | 400 |
High yield bond notes (2021) | 4.000% | Nov-28 | 250 | 250 |
High yield bond notes (2023) | 8.125% | Nov-30 | 250 | – |
B&M France – BNP Paribas | 0.75-3.97% | Sept-24 to Nov-28 | 5 | 3 |
B&M France – Caisse d’Épargne | 0.75-2.60% | Aug-24 to Nov-29 | 1 | 2 |
B&M France – CIC | 0.71-0.75% | Sept-24 to Jan-27 | 1 | 2 |
B&M France – Crédit Agricole | 0.39-0.81% | Sept-25 to Jan-28 | 1 | 1 |
B&M France – Crédit Lyonnais | 0.68-3.65% | Nov-24 to Mar-29 | 5 | 3 |
B&M France – Société Générale | N/A | N/A | – | 0 |
Total | 919 | 961 |
| 30 March | 25 March | |
| 2024 | 2023 | |
| As at | £’m | £’m |
Borrowings brought forward | 954 | 956 |
| Cash | ||
Receipt of Group revolving credit facilities | 25 | – |
Repayment of old bank loan facilities | (300) | – |
Receipt of new bank loan facilities | 225 | – |
Repayment of corporate bonds | (239) | – |
Receipt due to newly issued corporate bonds | 250 | – |
Net repayment of Heron facilities | – | (3) |
Net receipt of French facilities | 3 | 0 |
Capitalised fees on refinancing | (7) | – |
| Non-cash | ||
Foreign exchange on loan balances | (0) | 0 |
Gain on tender | (5) | – |
Refinancing fees accrued | 1 | (1) |
Release of remaining unamortised fees on previous facilities | 1 | – |
Ongoing amortisation of finance fees | 2 | 2 |
Finance fees on the loss on the derivative swap on refinancing | 0 | – |
Total cash movement in the year | (43) | (3) |
Total non-cash movement in the year | (1) | 1 |
Movement in the year | (44) | (2) |
Borrowings carried forward | 910 | 954 |
Of which current | 29 | 81 |
Of which non-current | 881 | 873 |
Notes to the Consolidated Financial Statements continued
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| Property | |||
| provisions | Other | Total | |
| £’m | £’m | £’m | |
At 26 March 2022 | 11 | 4 | 15 |
Provided in the period | 1 | 2 | 3 |
Utilised during the period | (1) | (2) | (3) |
Released during the period | (6) | (0) | (6) |
At 25 March 2023 | 5 | 4 | 9 |
Provided in the period | 2 | 4 | 6 |
Utilised during the period | (1) | (3) | (4) |
Released during the period | (0) | (1) | (1) |
At 30 March 2024 | 6 | 4 | 10 |
Current liabilities 2024 | 2 | 4 | 6 |
Non-current liabilities 2024 | 4 | – | 4 |
Current liabilities 2023 | 2 | 4 | 6 |
Non-current liabilities 2023 | 3 | – | 3 |
Shares | £’m | |
| Allotted, called up and fully paid | ||
B&M European Value Retail S.A. ordinary shares of 10p each As at 26 March 2022 | 1,001,226,836 | 100 |
Release of shares related to employee share options | 626,899 | 0 |
As at 25 March 2023 | 1,001,853,735 | 100 |
Release of shares related to employee share options | 937,161 | 0 |
As at 30 March 2024 | 1,002,790,896 | 100 |
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24 Cash generated from operations
| 53 weeks ended | 52 weeks ended | |
| 30 March | 25 March | |
| 2024 | 2023 | |
| Period ended | £’m | £’m |
Profit before tax | 498 | 436 |
| Adjustments for: | ||
Net interest expense | 109 | 99 |
Depreciation on property, plant and equipment | 79 | 71 |
Depreciation on right-of-use assets | 177 | 167 |
Impairment of right-of-use assets | 5 | 2 |
Amortisation of intangible assets | 2 | 4 |
Gain on sale and leaseback | – | (1) |
Loss/(gain) on disposal of property, plant and equipment | 1 | (1) |
Share option expense | 3 | 3 |
Change in inventories | (14) | 103 |
Change in trade and other receivables | (23) | 1 |
Change in trade and other payables | 29 | (30) |
Change in provisions | 1 | (6) |
Share of losses from associates | 1 | 1 |
(Profit)/loss resulting from fair value of financial derivatives | (6) | 17 |
Cash generated from operations | 862 | 866 |
25 Group information and ultimate parent undertaking
The financial results of the Group include the following entities.
Company name | Country | Date of incorporation | Percent held within the Group | Principal activity |
B&M European Value Retail S.A. | Luxembourg | May 2014 | Parent | Holding company |
B&M European Value Retail 1 S.à r.l. | Luxembourg | November 2012 | 100% | Holding company |
B&M European Value Retail Holdco 1 Ltd | UK | December 2012 | 100% | Holding company |
B&M European Value Retail Holdco 2 Ltd | UK | December 2012 | 100% | Holding company |
B&M European Value Retail Holdco 3 Ltd | UK | November 2012 | 100% | Holding company |
B&M European Value Retail Holdco 4 Ltd | UK | November 2012 | 100% | Holding company |
B&M European Value Retail 2 S.à r.l. | Luxembourg | September 2012 | 100% | Holding company |
EV Retail Limited | UK | September 1996 | 100% | Holding company |
B&M Retail Limited | UK | March 1978 | 100% | General retail |
Opus Homewares Limited | UK | April 2003 | 100% | Property management |
Heron Food Group Ltd | UK | August 2002 | 100% | Holding company |
Heron Foods Ltd | UK | October 1978 | 100% | Convenience retail |
Cooltrader Ltd | UK | September 2012 | 100% | Dormant |
Heron Properties (Hull) Ltd | UK | February 2003 | 100% | Dormant |
B&M European Value Retail Germany GmbH | Germany | November 2013 | 100% | Ex-holding company |
B&M France SAS | France | November 1977 | 100% | General retail |
Centz N.I. Limited | UK | January 2021 | 100% | Property management |
During the prior year, on 17 January 2023, Retail Industry Apprenticeships Ltd was dissolved and ceased to be a member of the Group.
Registered offices
• The Luxembourg entities are all registered at 3 rue Gabriel Lippmann, L-5365 Munsbach, Luxembourg.
• Centz N.I. Limited are registered at Murray House, 4 Murray Street, Belfast, United Kingdom, BT1 6DN.
• The other UK entities are all registered at The Vault, Dakota Drive, Estuary Commerce Park, Speke, Liverpool, L24 8RJ.
• B&M European Value Retail Germany GmbH are registered at Am Hornberg 6, 29614, Soltau.
• B&M France are registered at 8 rue du Bois Joli, 63800 Cournon d’Auvergne.
Associates
The Group has a 50% interest in Multi-lines International Company Limited, a company incorporated in Hong Kong, and a 22.5% interest in Centz
Retail Holdings Limited, a company incorporated in the Republic of Ireland. The share of profit or loss from the associates is included in the statement
of comprehensive income, see note 12.
Ultimate parent undertaking
The Directors of the Group consider the parent and the ultimate controlling related party of this Group to be B&M European Value Retail S.A.,
registered in Luxembourg.
Notes to the Consolidated Financial Statements continued
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| 30 March | 25 March | ||
| Change | 2024 | 2023 | |
| As at | in USD rate | £’m | £’m |
Effect on profit before tax | +2.5% | (7) | (11) |
-2.5% | 8 | 12 | |
Effect on other comprehensive income | +2.5% | (13) | (13) |
-2.5% | 14 | 13 |
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26 Financial risk management continued
| Basis point | 30 March | 25 March | |
| increase/ | 2024 | 2023 | |
| As at | decrease | £’m | £’m |
Effect on profit before tax | +50 | (1) | (1) |
-50 | 1 | 1 |
| Within | Between | Between | More than | ||
| 1 year | 1 and 2 years | 2 and 5 years | 5 years | Total | |
| £’m | £’m | £’m | £’m | £’m | |
| 30 March 2024 | |||||
Interest-bearing loans | 82 | 207 | 603 | 286 | 1,178 |
Lease liabilities | 242 | 235 | 606 | 631 | 1,714 |
Trade payables | 413 | – | – | – | 413 |
| 25 March 2023 | |||||
Interest-bearing loans | 117 | 40 | 480 | 489 | 1,126 |
Lease liabilities | 229 | 217 | 550 | 627 | 1,623 |
Trade payables | 382 | – | – | – | 382 |
Notes to the Consolidated Financial Statements continued
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Fair Value (Level 1) | Carrying Value | |||
| 30 March | 25 March | 30 March | 25 March | |
| 2024 | 2023 | 2024 | 2023 | |
| As at | £’m | £’m | £’m | £’m |
High yield bond notes (2020) | 152 | 374 | 155 | 398 |
High yield bond notes (2021) | 231 | 210 | 248 | 248 |
High yield bond notes (2023) | 269 | N/A | 247 | N/A |
30 March | 25 March | |
2024 | 2023 | |
As at Financial assets | £’m | £’m |
| Fair value through profit and loss | ||
Forward foreign exchange contracts | 2 | 1 |
| Fair value through other comprehensive income | ||
Forward foreign exchange contracts | 3 | 0 |
| Loans and receivables | ||
Cash and cash equivalents | 182 | 237 |
Trade receivables | 12 | 11 |
Other receivables | 22 | 10 |
30 March | 25 March | |
2024 | 2023 | |
As at Financial liabilities | £’m | £’m |
| Fair value through profit and loss | ||
Forward foreign exchange contracts | 4 | 8 |
| Fair value through other comprehensive income | ||
Forward foreign exchange contracts | 6 | 5 |
| Amortised cost | ||
Lease liabilities | 1,357 | 1,301 |
Interest-bearing loans and borrowings (excluding corporate bonds) | 260 | 308 |
Trade payables | 413 | 382 |
Other payables | 21 | 16 |
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27 Related party transactions continued
| 53 weeks ended | 52 weeks ended | |
| 30 March | 25 March | |
| 2024 | 2023 | |
| £’m | £’m | |
Simon Arora (3.625%, 2025 bonds) | – | 35 |
SSA Investments (3.625%, 2025 bonds) | – | 13 |
SSA Investments (4.000%, 2028 bonds) | 99 | 99 |
Rani 1 Investments (3.625%, 2025 bonds) | – | 50 |
Rani 2 Investments (3.625%, 2025 bonds) | – | 50 |
Total | 99 | 247 |
| Expense | Accrual | Expense | Accrual | |
| to 30 March | on 30 March | to 25 March | on 25 March | |
| 2024 | 2024 | 2023 | 2023 | |
| £’m | £’m | £’m | £’m | |
Simon Arora | 0.8 | – | 0.3 | 0.3 |
SSA Investments | 4.3 | 1.5 | 4.0 | 1.6 |
Rani 1 Investments | 1.2 | – | 1.8 | 0.4 |
Rani 2 Investments | 1.2 | – | 1.8 | 0.4 |
Total | 7.5 | 1.5 | 7.9 | 2.7 |
| 30 March | 25 March | |
| 2024 | 2023 | |
| Period ended | £’m | £’m |
| Sales to associates of the Group | ||
Centz Retail Holdings Limited | 27 | 34 |
Total sales to related parties | 27 | 34 |
| 30 March | 25 March | |
| 2024 | 2023 | |
| Period ended | £’m | £’m |
| Purchases from associates of the Group | ||
Multi-lines International Company Ltd | 259.0 | 193.7 |
| Purchases from parties related to key management personnel | ||
Fulland Investments Limited | 0.3 | 0.2 |
Golden Honest International Investments Limited | 0.2 | 0.2 |
Hammond Investments Limited | 0.3 | 0.2 |
Joint Sino Investments Limited | 0.2 | 0.2 |
Ocean Sense Investments Limited | 0.2 | 0.2 |
SSA Investments | 0.0 | 0.1 |
Total purchases from related parties | 260.2 | 194.8 |
Notes to the Consolidated Financial Statements continued
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| Depreciation | Interest | Total | Right-of-use | Lease | Net | |
| charge | charge | charge | asset | liability | liability | |
| £’m | £’m | £’m | £’m | £’m | £’m | |
| Period ended 30 March 2024 | ||||||
Rani Investments | 0 | 0 | 0 | 0 | (0) | (0) |
Ropley Properties | 2 | 1 | 3 | 7 | (10) | (3) |
TJL UK Limited | 1 | 0 | 1 | 10 | (12) | (2) |
Triple Jersey Limited | 9 | 3 | 12 | 53 | (64) | (11) |
Total | 12 | 4 | 16 | 70 | (86) | (16) |
| Depreciation | Interest | Total | Right-of-use | Lease | Net | |
| charge | charge | charge | asset | liability | liability | |
| £’m | £’m | £’m | £’m | £’m | £’m | |
| Period ended 25 March 2023 | ||||||
Rani Investments | 0 | 0 | 0 | 1 | (1) | (0) |
Ropley Properties | 2 | 1 | 3 | 8 | (11) | (3) |
TJL UK Limited | 1 | 0 | 1 | 10 | (12) | (2) |
Triple Jersey Limited | 8 | 3 | 11 | 46 | (57) | (11) |
Total | 11 | 4 | 15 | 65 | (81) | (16) |
30 March | 25 March | |
2024 | 2023 | |
As at Trade receivables from associates of the Group | £’m | £’m |
Centz Retail Holdings Ltd | 2 | 2 |
Total related party trade receivables | 2 | 2 |
30 March | 25 March | |
2024 | 2023 | |
As at Trade payables to associates of the Group | £’m | £’m |
Multi-lines International Company Ltd | 32 | 7 |
| Trade payables to companies owned by key management personnel | ||
Rani Investments | 0 | 0 |
Ropley Properties Ltd | 0 | 1 |
TJL UK Limited | 1 | 1 |
Triple Jersey Ltd | 0 | 2 |
Total related party trade payables | 33 | 11 |
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27 Related party transactions continued
| 30 March | 25 March | |
| 2024 | 2023 | |
| As at | £’m | £’m |
Not later than one year | 16 | 14 |
Later than one year and not later than two years | 15 | 13 |
Later than two years and not later than five years | 39 | 35 |
Later than five years | 33 | 35 |
Total | 103 | 97 |
| 30 March | 25 March | |
| 2024 | 2023 | |
| As at | £’m | £’m |
Interest-bearing loans and borrowings (note 21) | 919 | 961 |
Less: Cash and short-term deposits (note 18) | (182) | (237) |
Net debt | 737 | 724 |
29 Post balance sheet events
On 29 May 2024, shareholders appointed Nadia Shouraboura as a further Independent Non-Executive Director to the Board of Directors of the
Company, with immediate effect and until the Annual General Meeting to be held on 23 July 2024. Nadia’s CV is included in the annual management
report for the financial year ended March 2024.
On 4 June 2024, the Group’s Nomination Committee and Board of Directors agreed that Tiffany Hall be proposed as the successor to Peter Bamford in
the role as Chair of the Board of Directors. As such, Peter Bamford does not intend to stand for re-election at the AGM in July 2024.
Notes to the Consolidated Financial Statements continued
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30 Dividends
An interim dividend of 5.1 pence per share (£51.1m) was declared in October 2023 and has been paid.
A special dividend of 20.0 pence per share (£200.6m), was declared in January 2024 and has been paid.
A final dividend of 9.6 pence per share (£96.3m), giving a full year dividend of 14.7 pence per share (£147.4m), is proposed.
Relating to the prior year;
An interim dividend of 5.0 pence per share (£50.1m) was declared in November 2022 and has been paid.
A special dividend of 20.0 pence per share (£200.4m), was declared in January 2023 and has been paid.
A final dividend of 9.6 pence per share (£96.2m), giving a full year dividend of 14.6 pence per share (£146.3m), was declared in July 2023 and has
been paid.
32 Directors
The Directors that served during the period were:
P Bamford (Chairman)
A Russo (CEO)
M Schmidt (CFO)
R McMillan
T Hall
P MacKenzie
O Tant
S Arora (retired 21 April 2023)
H Lasry (appointed 22 September 2023)
C Bradley (retired 25 July 2023)
On 23 January 2024, Peter Bamford announced he will be resigning as Chairman of the Group before the end of our next financial year, 29 March
2025.
On 22 March 2024, the Group announced the appointment of Nadia Shouraboura as a Non-Executive Director, with effect from 29 May 2024.
On 4 June 2024, the Group’s Nomination Committee and Board of Directors agreed that Tiffany Hall be proposed as the successor to Peter Bamford in
the role as Chair of the Board of Directors. As such, Peter Bamford does not intend to stand for re-election at the AGM in July 2024.
All Directors served for the whole period except were indicated above.
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Notes
31 March
2024
£
31 March
2023
£
Raw materials, consumables and other external expenses: 8
Other external expenses (13,150,590) (1,426,926)
Staff costs: 9
Wages and salaries (126,621) (115,963)
Social security costs:
Relating to pensions (8,376) (7,864)
Other social security costs (5,945) (5,666)
Other operating expenses 10 (1,317,719) (838,903)
Income from participating interests: 11
Derived from affiliated undertakings 350,000,000 360,000,000
Other interest receivable and similar income: 12
Derived from affiliated undertakings 31,299,621 24,767,246
Other interest and similar income 5,172,068 488,309
Interest payable and similar expenses: 13
Other interest and similar expenses (28,703,653) (25,097,950)
Profit or loss after taxation 343,158,785 357,762,282
Other taxes not included in the previous caption 14 (4,112) (4,233)
Profit or loss for the financial year 343,154,673 357,758,049
The accompanying notes form part of these financial statements.
Company profit and loss account
for the financial year ended 31 March 2024
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Notes
31 March
2024
£
31 March
2023
£
Fixed assets
Financial assets: 3
Shares in affiliated undertakings 2,624,999,999 2,624,999,999
Other loans 5,467 5,467
2,625,005,467 2,625,005,467
Current assets
Debtors:
Amounts owed by affiliated undertakings becoming due and payable within one year 4 759,873,696 753,267,506
Other debtors becoming due and payable within one year 5 285,311 252,037
760,159,007 753,519,542
Cash at bank and in hand 83,792 55,224
Total assets 3,385,248,266 3,378,580,233
Equity 6
Subscribed capital 100,279,090 100,185,374
Share premium account 2,473,832,360 2,473,832,360
Reserves:
Legal reserve 10,040,000 10,040,000
Profit or loss for the financial year 343,154,673 357,758,049
Profit or loss brought forward 34,636,044 23,613,103
Interim dividends (251,698,717) (250,463,434)
2,710,243,450 2,714,965,452
Creditors 7
Debenture loans:
Non-convertible loans becoming due and payable within one year 11,840,299 6,520,833
Non-convertible loans becoming due and payable after more than one year 655,520,000 650,000,000
Trade creditors becoming due and payable within one year 133,000 606,215
Amounts owed to affiliated undertakings becoming due and payable within one year 7,366,872 6,448,923
Other creditors:
Tax authorities 8,679 6,751
Other creditors becoming due and payable within one year 135,966 32,059
675,004,816 663,614,781
Total equity and liabilities 3,385,248,266 3,378,580,233
The accompanying notes form part of these financial statements.
Company balance sheet
as at 31 March 2024
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1 General information
The financial statements have been prepared in accordance with Luxembourg legal and regulatory requirements relating to the preparation and
presentation of the annual accounts.
B&M European Value Retail S.A., hereinafter the “Company”, was incorporated on 19 May 2014 as a ”société anonyme“ for an unlimited period. The
Company is organised under the laws of the Grand-Duchy of Luxembourg, in particular the law of 10 August 1915 on commercial companies, as
amended from time to time.
The Company’s shares being listed on the premium listing segment of the London Stock Exchange.
The Company is registered with the Luxembourg Trade and Companies Register under number RCS Luxembourg B 187.275 and the registered
address of the Company has been moved from 68-70 boulevard de la Pétrusse, L-2320 Luxembourg to 3, rue Gabriel Lippmann, L-5365 Munsbach
during the financial year under review.
The financial year of the Company starts on 1 April each year and ends on 31 March the following year. The Company prepares consolidated financial
statements.
The Company’s purpose is to acquire and hold interests, directly or indirectly, in any form whatsoever, in other Luxembourg or foreign entities, by way
of, among others, subscription or acquisition of (i) any securities and rights through participation, contribution, underwriting, firm purchase or option,
negotiation or in any other way, or of (ii) debt instruments in any form whatsoever, and to administrate, develop and manage such holding of interests.
The Company may in particular enter into transactions to borrow money in any form or to obtain any form of credit and raise funds through, including,
but not limited to, the issue of shares, bonds, notes, promissory notes, certificates and other debt instruments or debt securities, convertible or not, or
the use of financial derivatives. The Company may also enter into any guarantee, pledge or any other form of security agreement.
On 23 January 2024, B&M European Value Retail S.A. announced that Peter Bamford, Chairman of the Board of Directors, intends to retire during the
current calendar year. An executive search firm has been appointed and the recruitment process for a new Chair is presently ongoing. A retirement
date has not yet been set, and Peter Bamford continues to serve as Chairman of the Board.
2 Summary of significant accounting policies and valuation methods
Basis of preparation
These annual accounts have been prepared in accordance with Luxembourg legal and regulatory requirements under the historical cost convention.
Accounting policies and valuation rules are, besides the ones laid down by the law of 19 December 2002, as subsequently amended (the ”Law“),
determined and applied by the Board of Directors.
These accounts have been prepared on a going concern basis.
The preparation of annual accounts requires the use of certain critical accounting estimates. It also requires management to exercise its judgement
in the process of applying the accounting policies. Changes in assumptions may have a significant impact on the annual accounts in the period in
which the assumptions changed. Management believes that the underlying assumptions are appropriate and that the annual accounts therefore
present the financial position and results fairly.
The Company makes estimates and assumptions that affect the reported amounts of assets and liabilities in the next financial year. Estimates and
judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are
believed to be reasonable.
Significant accounting policies and valuation methods
The main accounting policies and valuation rules applied by the Company are the following.
Financial assets
Shares in affiliated undertaking are valued at purchase price including the expenses incidental thereto.
In the case of durable depreciation in value according to the opinion of the Board of Directors, value adjustments are made in respect of financial
assets, so that they are valued at the lower figure to be attributed to them as at the balance sheet date. These value adjustments are not continued if
the reasons for which they were made have ceased to apply.
Debtors
Debtors are valued at their nominal value. They are subject to value adjustments where their recovery is compromised. These value adjustments are
not continued if the reasons for which the value adjustments were made have ceased to apply.
Foreign currency translation
The Company maintains its accounting records in Great Britain Pound sterling (GBP) and the balance sheet, and the profit and loss accounts are
expressed in this currency.
Transactions expressed in currencies other than GBP are translated into GBP at the exchange rate effective at the time of the transaction (the
”historical exchange rate“).
Notes to the annual accounts
for the financial year ended 31 March 2024
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Strategic Report Corporate Governance Financial Statements
Long-term non-monetary assets expressed in currencies other than GBP are translated into GBP at the exchange rate effective at the time of the
transaction. At the balance sheet date, these assets remain converted using the historical exchange rate.
Cash at bank is translated at the exchange rate effective at the balance sheet date. Exchange losses and gains are recorded in the profit and loss
account of the relevant financial year.
Other assets and liabilities are translated separately respectively at the lower or at the higher of the value converted at the historical exchange rate
or the value determined on the basis of the exchange rates effective at the balance sheet date. The realised and unrealised exchange losses are
recorded in the profit and loss account. The exchange gains are recorded in the profit and loss account at the moment of their realisation.
Provisions
Provisions are intended to cover losses or debts, the nature of which is clearly defined and which, at the date of the balance sheet are either likely to
be incurred or certain to be incurred but uncertain as to their amount or as to the date at which they will arise.
Provisions may also be created to cover charges which originate in the financial year under review or in a previous financial year, the nature of which
is clearly defined and which at the date of the balance sheet are either likely to be incurred or certain to be incurred but uncertain as to their amount
or the date at which they will arise.
Provision for taxation
Provisions for taxation corresponding to the tax liability estimated by the Company for the financial years for which the tax return has not yet been
filed are recorded under the caption ”Tax authorities“. The advance payments are shown in the assets of the balance sheet under the caption ”Other
debtors“, if applicable.
Creditors
Creditors are stated at their reimbursement value. Where the amount repayable on account is greater than the amount received, the difference is
shown in the profit and loss account when the debt is issued.
Dividends
Dividend receivables are recognised when the Company’s right to receive the dividend has been established. This is considered to be on the date
that the dividend is declared by the Board or approved by the general meeting of a subsidiary, or when the dividend is to be received.
Dividend payables are recognised when the Company’s obligation to pay the dividend is established. This is considered to be on the date the
dividend is approved by the Board for interim dividends and on the date the dividend is approved by the general meeting of the shareholders of the
Company for final dividends.
Issuance costs
Bond issuance costs are expensed through the profit and loss account at the time that they are incurred and this is considered to be on the date on
which the relevant issuance is legally completed.
Share and stock option plans
Share and stock options are recognised when the Company’s obligation to pay such is established. This is considered to be for the share and stock
options on the date that the increase of the share capital is approved by the share option committee.
3 Financial assets
The undertaking in which the Company holds interests is as follows:
Undertaking’s name
Registered
office
Percentage
of holding
Net equity
as at
31 March 2023
£
Net result for the
financial year
ended
31 March 2023
£
Net book value
as at
31 March 2023
£
B&M EVR 1* Luxembourg 100% 646,884,429 360,004,902 2,624,999,999
* B&M EVR 1 refers to B&M European Value Retail 1 S.à.r.l.
As at the balance sheet date, the Board of Directors assessed the valuation of the undertaking and concluded that no value adjustment was
deemednecessary.
The annual accounts of B&M EVR 1 as at 31 March 2024 have yet to be closed by its managers but are not due to be audited.
On 25 October 2023 an interim dividend of GBP 50 million was declared and distributed by B&M EVR 1 to the Company.
On 3 January 2024 an interim dividend of GBP 200 million was declared and distributed by B&M EVR 1 to the Company.
On 19 March 2024 an interim dividend of GBP 100 million was declared and distributed by B&M EVR 1 to the Company.
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4 Amount owed by affiliated undertakings
March 2024
£
March 2023
£
Becoming due and payable within one year:
B&M European Value Retail Holdco 4 Ltd (“UK Holdco 4”) 754,340,994 748,681,673
Accrued income in relation to intercompany UK audit fees 509,848 375,000
Accrued income in relation to intercompany loan agreements (interest receivable) 5,022,854 4,210,833
Total 759,873,696 753,267,506
The amounts owed by UK Holdco 4 are interest bearing (note 12) and payable on demand. Where interest is calculated, it has been done on an arm’s
length basis.
5 Other debtors
March 2024
£
March 2023
£
Becoming due and payable within one year:
Prepaid VAT – 39,717
Prepaid income and net wealth taxes 1,027 1,952
Other advances 284,284 210,367
Total 285,311 252,037
6 Capital and reserves
Subscribed capital and share premium account
As at 31 March 2024, the issued share capital of the Company is set at GBP 100,279,089.60 divided into 1,002,790,896 ordinary shares with a nominal
value of GBP 0.10 each and the unissued but authorised share capital is set at GBP 296,943,132.60 represented by 2,969,431,326 ordinary shares. The
Company’s share capital is represented by one class of (ordinary) shares, all in dematerialised form.
In December 2020, the shareholders of the Company approved the conversion of all the shares of the Company which were then in registered form
into dematerialised form. The deadline for the compulsory dematerialisation of the shares was on 8 March 2023. Since that date all the shares
are in dematerialised form and the shares which had not been converted by their owners are held in an account in the name of the Company in
accordance with the provisions of the Luxembourg law on the dematerialisation of securities as reproduced under article 6.5.5 of the Articles. The
voting rights attached to those shares are suspended and for the time of that suspension, the shares will not be taken into account to for quorum and
majority at general meetings.
During the financial year, share options (reported as ‘off balance sheet commitments’ under the annual accounts of the previous financial year) have
been exercised by employees and Directors of the Group; the Board of directors acting on the basis of article 5.2 of the Articles and within the frame
of the authorised share capital clause, issued in aggregate, totalling 937,161 new ordinary shares with a nominal value of 10 pence per share. The
Articles have been updated accordingly.
An extraordinary general meeting of the shareholders of the Company was held on 25 July 2023 to renew with immediate effect and for a period of five
years, the power for the Board of Directors of the Company (the “Board of Directors” or the “Board”) to increase the issued share capital of the Company
within the limits of the authorised share capital and under the conditions set forth in article 5.2 of the Articles of Association of the Company (the “Articles”).
Movements for the period on the reserves and profit/loss captions are as follows:
Share premium
and similar
premiums
£
Legal
reserve
£
Profit or loss
brought forward
£
Profit for the
financial period
£
Interim
dividends
£
Total
£
As at the beginning of
the financial year 2,473,832,360 10,040,000 23,613,103 357,758,049 (250,463,434) 2,614,780,079
Allocation of prior period’s result – – 357,758,049 (357,758,049) – –
Capital increase from exercise of
share option – – (93,716) – – (93,716)
Allocation of dividends – – (250,463,434) – 250,463,434 –
Final dividend (August 2023) – – (96,17 7,959) – – (96,17 7,959)
Interim dividend (December 2023) – – – – (51,140,538) (51,140,538)
Special dividend (February 2024) – – – – (200,558,179) (200,558,179)
Profit for the financial year – – – 343,154,673 – 343,154,673
As at the end of the financial year 2,473,832,360 10,040,000 34,636,044 343,154,673 (251,698,717) 2,609,964,360
On 30 May 2023, the Board of Directors proposed the distribution of a final dividend of 9.6 pence per ordinary share, being a total aggregate
distribution of GBP 96,177,958.56 (gross of WHT). The Annual General Meeting (AGM) of the shareholders held on 25 July 2023, approved that
proposal and that final dividend was paid by the Company on 4 August 2023.
Notes to the annual accounts continued
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On 8 November 2023, the Board of Directors unanimously approved the distribution of an interim dividend of 5.1 pence per ordinary share, being a
total aggregate distribution of GBP 51,140,537.59 (gross) paid by the Company on 15 December 2023.
On 8 January 2024, the Board of Directors unanimously approved the distribution of an interim dividend of 20 pence per ordinary share, being a total
aggregate distribution of GBP 200,558,179.20 (gross) paid by the Company on 9 February 2024.
Legal reserve
In accordance with article 710-23 of the Luxembourg law on commercial companies dated 10 August 1915, as amended, the Company is required to
allocate to a legal reserve, which is not available for distributions to shareholders, a minimum of 5% of its annual net profit. This allocation ceased to
be mandatory when and for so long as this reserve equals 10% of the subscribed share capital.
Consequently, no allocation to the legal reserve will be proposed to the AGM approving those financial statements.
7 Creditors
Amounts due and payable for the accounts shown under ”Debenture loans“ are as follows:
Within
one year
£
After one year and
within five years
£
After more
than five years
£
March
2024
£
March
2023
£
Debenture loans
Non-convertible loans – Bonds interest 11,840,299 – – 11,840,299 6,520,833
Non-convertible loans – Bonds principal – 155,520,000 500,000,000 655,520,000 650,000,000
11,840,299 155,520,000 500,000,000 667,360,299 656,520,833
The Company issued Senior Secured Notes (“Notes”) which are all listed for trading on the Euro MTF Market of the Luxembourg Stock Exchange.
The Euro MTF Market of the Luxembourg Stock Exchange is not a regulated market pursuant to the provisions of Directive 2014/65 EU on financial
instruments but falls within the scope of Market Abuse Regulation 596/2014 and Directive 2014/57 EU on criminal sanctions for market abuse.
On 13 July 2020, the Company issued GBP 400,000,000 3.625% Senior Secured Notes (the ”2020 Notes“) which are due on 15 July 2025. Interest on the
2020 Notes is paid semi-annually in arrears on 15 January and 15 July each year, commencing on 15 January 2021.
On 13 November 2023, the Company tendered 2020 Notes up to a maximum acceptance amount and on 21 November 2023, the Company
announced that an amount of GBP 244,480,000 had been validly tendered which left an existing amount of GBP 155,520,000 of the 2020 Notes.
On 24 November 2021, the Company issued GBP 250,000,000 4.000% Senior Secured Notes (the “2021 Notes”) which are due on 15 November 2028.
Interest on the 2021 Notes is paid semi-annually in arrears on 15 May and 15 November of each year.
The Company may redeem the 2021 Notes in whole or in part at any time on or after 15 November 2024, in each case, at the redemption prices set
out in the Offering Circular.
Prior to 15 November 2024, the Company is entitled to redeem, at its option, all or a portion of the 2021 Notes at a redemption price equal to 100% of
the principal amount, plus accrued and unpaid interest and additional amounts, if any, to the redemption date, plus a “make-whole” premium, as
described in this Offering Circular.
Prior to 15 November 2024, the Company may, at its option, and on one or more occasions, also redeem up to 40% of the original aggregate principal
amount of the 2021 Notes with the net proceeds from certain equity offerings. Additionally, the Company may redeem the 2021 Notes in whole, but
not in part, at a price equal to their principal amount plus accrued and unpaid interest and additional amounts, if any, upon the occurrence of certain
changes in applicable tax law. Upon the occurrence of certain events constituting a change of control, the Issuer may be required to repurchase all or
any portion of the 2021 Notes at 101% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any, to the date of
such repurchase.
On 23 November 2023, the Company issued GBP 250,000,000 8.125% Senior Secured Notes (the “2023 Notes”) which are due on 15 November 2030.
Interest on the 2023 Notes is paid semi-annually in arrears on 15 May and 15 November of each year.
The Company may redeem the 2023 Notes in whole or in part at any time on or after 15 November 2026, in each case, at the redemption prices set
out in the Offering Circular.
Prior to 15 November 2026, the Issuer will be entitled to redeem, at its option, all or a portion of the 2023 Notes at a redemption price equal to 100% of
the principal amount of the 2023 Notes, plus accrued and unpaid interest and additional amounts, if any, to the redemption date, plus a
“make-whole” premium, as described in this Offering Circular.
Prior to 15 November 2026, the Issuer may, at its option, and on one or more occasions, also redeem up to 40% of the original aggregate principal amount
of the 2023 Notes with the net proceeds from certain equity offerings. Additionally, the Issuer may redeem the 2023 Notes in whole, but not in part, at
a price equal to their principal amount plus accrued and unpaid interest and additional amounts, if any, upon the occurrence of certain changes in
applicable tax law. Upon the occurrence of certain events constituting a change of control, the Issuer may be required to repurchase all or any portion of
the 2023 Notes at 101% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any, to the date of such repurchase.
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7 Creditors continued
The £250 million 2023 Notes as well as the £250 million 2021 Notes will rank
pari passu
in right of payment with the Company’s obligations in
respect of its subsidiary existing senior credit facilities and its existing £156 million 3.625% 2020 Notes.
All Notes are senior obligations of the Company, guaranteed on a senior basis by its various affiliated companies.
Other amounts due and payable for the accounts shown under “Creditors” are as follows:
Within
one year
£
After one year
and within five
years
£
After more than
five years
£
March
2024
£
March
2023
£
Trade creditors
Suppliers 57,389 – – 57,389 509,388
Suppliers – Invoices not yet received (Note 7.1) 75,612 – – 75,612 96,827
133,000 – – 133,000 606,215
Amounts owed to affiliated undertakings B&M EVR 2* (Note 7.2) 7,366,872 – – 7,366,872 6,448,923
Other creditors
Tax authorities:
Net wealth tax 4,112 – – 4,112 4,233
Other taxes 4,567 – – 4,567 2,517
8,679 – – 8,679 6,751
Dividends payable – – – – –
Other creditors 135,966 – – 135,966 32,059
Total 7,644,518 – – 7,6 4 4, 518 7,093,948
* B&M EVR 2 refers to B&M European Value Retail 2 S.à.r.l.
Note 7.1 The balance of suppliers’ invoices not yet received relates mostly to audit fees.
Note 7.2 Dividend payments in GBP received by the Company on behalf of B&M EVR 2.
8 Other external expenses
March 2024
£
March 2023
£
Advisory and consultancy fees 250,402 331,776
Fees relating to redemption and issue of bond debt 11,876,108 –
Stock exchange fees 226,062 188,643
Accounting and administrative fees 106,764 144,482
Marketing, communication and travel expenses 119,154 167,432
Government regulatory fees 117,244 132,899
Audit fees 91,667 94,518
Legal fees 18,399 –
Rentals 50,613 48,322
Board recruitment expenses 253,344 298,691
Repairs and maintenance 28,597 7,669
Others 12,237 12,494
Total 13,150,590 1,426,926
The audit fees shown above are parent-only fees. Audit fees paid to members of the KPMG network are disclosed in the consolidated financial statements.
On 23 November 2023, the Group refinanced part of its £400m high yield bond notes (2020). £244m of the bonds were redeemed at 98%, resulting in
a £4.9m gain on tender of corporate bonds, see note 12. The remaining £156m of the high yield bond notes (2020) have a maturity date of July 2025.
On the same date, the Group issued £250m of high yield bond notes, maturing in November 2030 with an interest rate of 8.125%. Fees incurred
totalled £11.9m, including an £8.4m loss related to an interest rate swap derivative. The total fees can be seen in the above breakdown ‘fees relating
to redemption and issue of bond debt.
9 Staff costs
As at 31 March 2024, the Company employed one part-time employee and one full-time employee (2023: one part-time and one full-time).
Notes to the annual accounts continued
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10 Other operating expenses
March 2024
£
March 2023
£
Director fees 793,348 67 7,118
Non-deductible VAT 469,346 161,785
Others 55,025 –
Total 1,317,719 838,903
11 Income from participating interests
March 2024
£
March 2023
£
Derived from affiliated undertakings:
Dividend income (Note 11.1) 350,000,000 360,000,000
Total 350,000,000 360,000,000
Note 11.1 Dividend income relates to dividends distributed by B&M EVR 1.
12 Other interest receivable and similar income
March 2024
£
March 2023
£
Derived from affiliated undertakings (Note 12.1):
Interest recharge 31,299,621 24,767,246
31,299,621 24,767,246
Other interest and similar income:
Gain on tender of corporate bonds 4,889,600 –
Realised foreign exchange gain 282,468 488,309
5,172,068 488,309
Total 36,471,689 25,255,554
Note 12.1 The Company and its UK and Luxembourg affiliates are bound by the terms of a Management Services Agreement (”MSA“). Included in the
provisions of this MSA is the right for the Company to charge or be charged with interest on any intercompany balances held with affiliates outside
of Luxembourg (”interest recharge“). The basis for the interest recharge is the outstanding balance per management accounts at the start and end of
each month, and the marginal external rate of borrowing available to the Group as reviewed by management on at least quarterly basis.
13 Interest payable and similar expenses
March 2024
£
March 2023
£
Other interest and similar expenses:
Interest expense on bonds payable 28,539,341 24,250,000
Realised foreign exchange loss 164,312 847,950
Total 28,703,653 25,097,950
14 Taxation
The Company is subject to the general tax regulation applicable to all Luxembourg commercial companies.
An assessment of the potential exposure to Pillar Two income taxes under Luxembourg law of 23 December 2023 has been performed based upon
the most recent Company’s county-by-country reporting and the relevant financial statements of each of the constituents of the Group. The tax rates
in all the jurisdictions in which the Group operates are above 15%.
15 Off balance sheet commitments and contingencies
As at the balance sheet date, the Company has financial commitments relating to i) share option plans and ii) pledge agreements. The nature and
the commercial objective of the operations not disclosed on the balance sheet can be described as follows:
Acting on the basis of article 5.2 of the Articles, and in accordance with the terms of the various incentive schemes in place, including the Restricted
Stock Awards Plan and Long-Term Incentive Plan (LTIP), the Board of Directors of the Company issued new shares to Directors and employees of the
Group during the financial year ended 31 March 2024. The newly issued shares totalling 937,161 in aggregate with a nominal value of 10 pence per
share, were paid out of carried forward earnings of the Company and the Articles of the Company were amended accordingly.
The Company also acts as a guarantor for the senior credit facilities of its affiliated companies.
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15 Off balance sheet commitments and contingencies continued
Note 15.1 Share option plans
The Company operates the following open share option plans. The details of which are as follows:
1. The B&M European Value Retail S.A. Long-Term Incentive Plan 2018, LTIP 2018A
2. The B&M European Value Retail S.A. Long-Term Incentive Plan 2019, LTIP 2019A
3. The B&M European Value Retail S.A. Long-Term Incentive Plan 2020, split into two; (i) LTIP 2020A, (ii) LTIP 2020/B1
4. The B&M European Value Retail S.A. Long-Term Incentive Plan 2021, split into two; (i) LTIP 2021A, (ii) LTIP 2021/B1
5. The B&M European Value Retail S.A. Long-Term Incentive Plan 2022, split into three; (i) LTIP 2022A, (ii) LTIP 2022/B1 (iii) LTIP 2022/B2
6. The B&M European Value Retail S.A. Long-Term Incentive Plan 2023, split into two; (i) LTIP 2023A, (ii) LTIP 2023/B1
7. The B&M European Value Retail S.A. Deferred Benefit Share Plan 2020 (DBSP 2020)
8. The B&M European Value Retail S.A. Deferred Benefit Share Plan 2021 (DBSP 2021)
9. The B&M European Value Retail S.A. Deferred Benefit Share Plan 2022 (DBSP 2022)
10. The B&M European Value Retail S.A. Deferred Benefit Share Plan 2023 (DBSP 2023)
11. The B&M European Value Retail S.A. Buy-out awards 2022, split into two; (i) Buy-out Nov-23, (ii) Buy-out Nov-24
LTIP
These awards are ordinary shares subject to a mixture of market based and non-market-based performance conditions. They vest after a period of
three years.
LTIP 2018A, LTIP 2019A, LTIP 2020A, LTIP 2021A, LTIP 2022A and LTIP 2023A have been separated into two tranches based upon the conditions required
for vesting, as the two tranches were calculated to have separately identifiable and different fair values. The tranches are labelled ”TSR“ and ”EPS“
as the relevant key performance conditions are based upon total shareholder return and earnings per share. These LTIP schemes all have a holding
period of two years after the shares have vested. The other LTIP schemes do not have this feature.
All schemes awarded have additional options granted to holders for each dividend paid by the Company whilst the options are held. These dividend grants
are equivalent to the amount of new shares they could have bought with the dividend that would have been due to them had they held the actual shares.
The options were valued using a Monte Carlo method. All LTIP options have a nil exercise price.
Scheme/Tranche Date of grant Date of vesting
Fair value
of option
£
Number of
options
outstanding at
31 March 2023
Number of
options granted/
(forfeited
or lapsed) in the
year
Number of
options exercised
in the year
Number of
options
outstanding at
31 March 2024
LTIP 2018A/EPS 22 Aug 2018 22 Aug 2021 4.09 297,452 5,138 (302,590) –
LTIP 2018A/TSR 22 Aug 2018 22 Aug 2021 2.40 230,321 3,978 (234,299) –
LTIP 2019A/EPS 22 Aug 2019 22 Aug 2022 3.61 293,188 19,395 – 312,583
LTIP 2019A/TSR 22 Aug 2019 22 Aug 2022 2.51 293,188 19,395 – 312,583
LTIP 2020A/EPS 30 Jul 2020 30 Jul 2023 4.64 185,124 12,245 – 197,369
LTIP 2020A/TSR 30 Jul 2020 30 Jul 2023 4.09 185,124 12,245 – 197,369
LTIP 2021A/EPS 3 Aug 2021 3 Aug 2024 5.60 251,037 (59,247) – 191,790
LTIP 2021A/TSR 3 Aug 2021 3 Aug 2024 3.54 251,037 (59,247) – 191,790
LTIP 2022A/EPS 17 Nov 2022 17 Nov 2025 3.86 327,851 21,686 – 349,537
LTIP 2022A/TSR 17 Nov 2022 17 Nov 2025 1.24 327,851 21,686 – 349,537
LTIP 2023A/EPS 1 Aug 2023 1 Aug 2026 5.48 – 235,204 – 235,204
LTIP 2023A/TSR 1 Aug 2023 1 Aug 2026 4.09 – 235,204 – 235,204
LTIP 2020/B1 30 Jul 2020 30 Jul 2023 4.63 302,339 1,972 (304,311) –
LTIP 2021/B1 3 Aug 2021 3 Aug 2024 5.60 257,138 (6,004) – 251,134
LTIP 2022/B1 3 Aug 2022 3 Aug 2025 4.37 408,264 (27,402) – 380,862
LTIP 2022/B2 15 Dec 2022 15 Dec 2025 4.12 3,809 252 – 4,061
LTIP 2023/B1 1 Aug 2023 1 Aug 2026 5.48 – 387,478 – 387,478
LTIP 2019A and LTIP 2020A have vested and are in a two-year holding period.
None of the outstanding options are available for immediate exercise as at 31 March 2024.
Notes to the annual accounts continued
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Assumptions
The fair valuing exercise uses several assumptions, including those given in the table below.
Scheme/Tranche
Risk-free
rate
Expected life
(years) Volatility
Dividend
yield
LTIP 2018A/EPS 0.97% 5 29% N/A
LTIP 2018A/TSR 0.97% 5 29% N/A
LTIP 2019A/EPS 0.37% 5 31% N/A
LTIP 2019A/TSR 0.37% 5 31% N/A
LTIP 2020A/EPS -0.11% 5 48% N/A
LTIP 2020A/TSR -0.11% 5 48% N/A
LTIP 2021A/EPS 0.23% 5 37% N/A
LTIP 2021A/TSR 0.23% 5 37% N/A
LTIP 2022A/EPS 3.16% 5 31% N/A
LTIP 2022A/TSR 3.16% 5 31% N/A
LTIP 2023A/EPS 4.75% 5 32% N/A
LTIP 2023A/TSR 4.75% 5 32% N/A
LTIP 2020/B1 -0.12% 3 39% N/A
LTIP 2021/B1 0.12% 3 42% N/A
LTIP 2022/B1 1.75% 3 32% N/A
LTIP 2022/B2 1.75% 3 32% N/A
LTIP 2023/B1 4.77% 3 31% N/A
DBSP
The Deferred Benefit Share Plan (DBSP) is a holding scheme where a portion of the Executive Directors annual bonus is deferred into a share option
holding scheme where the options are held for three years before they can be exercised.
As such these are valued at the portion of the bonus which has been deferred. This scheme also attracts the additional dividend related grants as
detailed above for the post 2018 LTIP schemes.
All DBSP options have a nil exercise price.
Scheme/Tranche
Date of
grant
Date of
vesting
Fair value
of option
£
Number of
options
outstanding at
31 March 2023
Number of
options granted
/(forfeited or
lapsed) in the year
Number of
options
exercised
in the year
Number of
options
outstanding at
31 March 2024
DBSP 2020 17 Jun 2020 17 Jun 2023 N/A 59,673 1,031 (60,704) –
DBSP 2021 4 Jul 2021 4 Jul 2024 N/A 97,885 6,474 – 104,359
DBSP 2022 8 Jun 2022 8 Jun 2025 N/A 304,382 20,135 – 324,517
DBSP 2023 13 Jun 2023 13 Jun 2026 N/A – 165,640 – 165,640
Buy-out awards
The buy-out awards relate to schemes awarded to Executive Directors relating to the buy-out of share schemes which previously were held with their
prior employer. Two such schemes were awarded in November 2022, both time limited; Buy-out Nov-23 vested and was fully exercised in November
2023 and Buy-out Nov-24 is due to vest in November 2024.
These schemes are valued at an amount agreed by the remuneration committee upon their award and all buy-out Awards have a £nil exerciseprice.
Scheme/Tranche Date of grant Date of vesting
Fair value
of option
£
Number of
options
outstanding at
31 March 2023
Number of
options granted/
(forfeited
or lapsed) in the
year
Number of
options exercised
in the year
Number of
options
outstanding at
31 March 2024
Buy-out Nov-23 16 Nov 2022 16 Nov 2023 N/A 34,330 927 (35,257) –
Buy-out Nov-24 16 Nov 2022 16 Nov 2024 N/A 34,330 2,271 – 36,601
In accordance with Luxembourg GAAP, as long as the option holders have not exercised their rights, the related amounts are reported as off-balance
sheet commitments.
Note 15.2 Pledge agreements
Pursuant to a share pledge agreement dated (and effective as of) 14 July 2020, all shares and related assets owned from time to time in B&M EVR
1 by the Company and, in particular, the 198,916,673 shares owned as of 31 March 2024 and any shares acquired by the Company in the future and
related assets, are pledged in favour of Deutsche Bank AG, London Branch, as security agent, acting for itself and as security agent for and on behalf
of the Secured Parties, in relation of the issuance of the Bonds (note 7).
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16 Directors emoluments
Director fees payable to the Independent Non-Executive Directors of the Company are paid in GBP and subject to withholding tax in Luxembourg at
the rate of 20%.
The contractual emoluments paid to the Non-Executive Directors of the Company are as follows:
March 2024
£
March 2023
£
Director fees paid to the Non-Executive Directors of the Group 782,632 747,042
782,632 747,042
There were and there are no obligations arising or entered into in respect of retirement pensions for former members of those bodies.
There were no advances or loans granted during this financial year to the members of those bodies.
There are no guarantees or direct substitutes granted or given to the members of those bodies.
Executive Directors are remunerated through other Group companies.
17 Subsequent events
On 29 May 2024, shareholders appointed Nadia Shouraboura as a further Independent Non-Executive Director to the Board of Directors of the
Company, with immediate effect and until the Annual General Meeting to be held on 23 July 2024. Nadia’s CV is included in the annual management
report for the financial year ended March 2024.
On 4 June 2024, the Group’s Nomination Committee and Board of Directors agreed that Tiffany Hall be proposed as the successor to Peter Bamford
in the role as Chair of the Board of Directors. As such, Peter Bamford does not intend to stand for re-election at the AGM in July 2024.
No other matters or circumstances of importance other than those already described in the present notes to the accounts have arisen since the end
of the financial year which could have significantly affected or might significantly affect the operations of the Company, the results of those operations
or the affairs of the Company.
The financial statements were approved by the Board of Directors and authorised for issue on 4 June 2024 and signed on its behalf by:
Alejandro Russo Michael Stefan Schmidt
Chief Executive Officer Chief Financial Officer
Notes to the annual accounts continued
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Strategic Report Corporate Governance Financial Statements
Notes
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Notes
Registered Office & Company Number
B&M European Value Retail S.A.
Tel: +352 246 130 208
www.bandmretail.com
Registrars
Banque Internationale à Luxembourg S.A.
69, Route d’Esch
L-2953 Luxembourg
Tel: +352 4590 5000
www.bil.com
Central Securities Depositary
LuxCSD S.A.
42, Avenue J-F Kennedy
L-1855 Luxembourg
Grand-Duché de Luxembourg
www.luxcsd.com
Listing
The ordinary shares of B&M European Value
Retail S.A. are listed with a premium listing on
the London Stock Exchange.
Auditor
KPMG Audit S.à r.l.
39, Avenue John F. Kennedy
L-1855 Luxembourg
Tel: +352 22 51 51 1
www.kpmg.com/lu
Joint Brokers
BofA Securities
2 King Edward Street
London EC1A 1HQ
Tel: +44 (0)20 7628 1000
www.baml.com
BNP Paribas
10 Harewood Avenue
London NE1 6AA
Tel: +33 1 42 98 10 00
www.securities.cib.bnpparibas.com
Principal Bankers
Barclays Bank PLC
Corporate Directory
B&M European Value Retail S.A. Annual Report and Accounts 2024
©2024. All rights reserved. B&M and the B&M logo are registered trademarks.
B&M European Value Retail S.A.
3, rue Gabriel Lippmann,
L-5365 Luxembourg
Grand-Duchy of Luxembourg
R.C.S. Luxembourg: B 187275
www.bandmretail.com