SIG plc

Annual Report and Accounts 2025

Strategic report

02 At a glance

04 Ourproducts

06 Chairman’s statement

08 Market review

10 Chief Executive Officer’s review

12 Our strategy

14 Business model

16 Sustainability review

33 Group Non-Financial and Sustainability

Information Statement

34 Key performance indicators

36 Financial review

44 Risks and risk management

Governance

50 Chairman’s introduction toGovernance

52 Board leadership and Company

purpose

60 Division of responsibilities

65 Composition, succession and

evaluation

66 Nominations Committee report

70 Audit & Risk Committee report

78 Risk management and internal control

80 Directors’ remuneration report

109 Directors’ report

115 Directors’ responsibilities statement

Financials

117 Consolidated income statement

118 Consolidated statement of

comprehensive income

119 Consolidated balance sheet

120 Consolidated statement of changes

in equity

121 Consolidated cash flow statement

122 Accounting policies

135 Critical accounting judgements and

key sources of estimation uncertainty

138 Notes to the consolidated financial

statements

180 Non-statutory information

182 Independent Auditor’s report

192 Five-year summary

193 Company balance sheet

194 Company statement of changes

inequity

195 Company accounting policies

199 Notes to the Company financial

statements

204 Group companies 2025

207 Company information

What’s inside Highlights

Revenue

£2,591.0m

2024: £ 2,611.8m

Underlying operating profit margin*

1.2%

2024: 1.0%

Statutory (loss)/profit before tax

£(61.7)m

2024: £(44.8)m

Lost time injury frequency rate

(‘LTIFR’)*

7. 8

2024: 7.7

Like-for-like (‘LFL’)

sales growth/(decline)*

2024: (4)%

Underlying operating profit*

£32.1m

2024: £ 25.1m

Net debt

£518.2m

2024: £497.3m

Greenhouse gas (‘GHG’)

per£m of revenue*

16.3metric tonnes

2024: 16.9 metric tonnes

To find out more

please visit

sigplc.com

* Refer to pages 34 to 35 for definitions.

Optimised Operating Leverage

We are focused on driving improved financial

performance and a higher operating margin by

continuing to take market share, and through driving

further efficiencies in costs and working capital,

including through improved procurement and greater

and more effective use of technology.

Optimised Business Portfolio

During 2026 and beyond, we will assess opportunities

for simplification in our portfolio of businesses where

there is a compelling case for shareholder value creation.

Byaligning to the most attractive structural long-term

growth markets for SIG we can simplify our portfolio

toenhance our leverage and deliver better returns.

Read more on pages 12 to 13 Read more on pages 12 to 13

Vision 2030 is our new strategy that

will help us create a best-in-class

distribution platform in building

materials across the roofing and

interiors markets.

Our purpose is to be the best provider of specialist

construction and insulation products in Europe

Our strategy

SIG Annual Report and Accounts 2025

Strategic report Governance Financials

– No. 1 Insulation

– Top 3 Other interiors

£102m

Revenue

FY2025

Branches

Ireland

– No. 1 Interiors &

ceilings (NL)

– Top 3 Technical

insulation

Benelux

6,500+

Employees

c.1,10 0

Delivery fleet

415

Branches

75k+

Customers

At a glance

Our pan-European operations

SIG operates across six European geographies.

Ourportfolio of businesses includes established

national specialist distribution brands in some of

ourmarkets, including France and Germany, whilst

wetrade under the SIG brand in others. Across our

businesses we are differentiated by our specialist

focus, our end-markets and our product mix.

£92m

Revenue

FY2025

Branches

SIG Annual Report and Accounts 2025

– Top 3 Drylining,

ceilings & insulation

– No. 1 Flooring

Germany

– No. 1 Insulation

– No. 2 Other interiors

Poland

– No. 1 National roofing specialist

– No. 2 Interiors

France

– No. 1 Insulation and drylining – No. 1 National roofing specialist

United Kingdom

£190m

Revenue

FY2025

Branches

£388m

Revenue

FY2025

Branches

£432m

Revenue

FY2025

Branches

£673m

Revenue

FY2025

Branches

£453m

Revenue

FY2025

114

Branches

£261m

Revenue

FY2025

Branches

SIG Annual Report and Accounts 2025

Strategic report Governance Financials

Our products

Roofing

and Interiors

specialist

SIG is a differentiated supplier of leading

products and brands for the interiors and

roofing of buildings. We are the partner of

choice for specialist building contractors,

connecting over 75,000 customers with

adeep range of products needed for the

construction and renovation ofcommercial

and residential buildings, and, increasingly,

infrastructure.

1. Revenue by product as set out in revenue and segmental information.

Interiors

Roofing

68%

32%

Key products

Interiors

Batten for

pitched roofs

Technical

insulation

Facades

Construction

accessories

Solar and

PV products

Ceiling tiles

and grids

Tiles, slates and

membranes

Structural

insulation

Flat roofing

Partitioning and

floor coverings

Industrial roofing

andmetal fabrication

Drylining

Roofing

Revenue mix by produc

SIG Annual Report and Accounts 2025

Key suppliers

Case study

Restoration of ageing civic

buildingsin France

The historic Grand Palais de Justice,

located in the centre of Paris, required

significant restoration and roof repairs

dueto the ageing of the building. This

included the installation of anew slate

andcopper roof. Larivière, ourFrench

specialist roofing business, supplied slate

tiles and specialist roofing materials to

create a roof that is in keeping with the

historic style and architecture. The slate

tiles were our own private label ‘Galiza’

brand.

Nantes

France

SIG supplied

Roofing tiles and other pitched roofing

products and accessories

Case study

New hotel construction

in Manchester

The construction of a new hotel at one

ofthe Manchester football stadiums

isamajor construction project for the

cityand is set to open in late 2026. The

project will include 401 rooms and suites.

The building work has also included the

construction of a variety of hospitality

outlets and commercial offices in the

expanded space.

Manchester

SIG supplied

Insulation and drylining products

SIG Annual Report and Accounts 2025

Strategic report Governance Financials

Chairman’s statement

New leadership,

optimising value

Our continued focus on strengthening our

operations will support the Board’s overarching

goal of delivering meaningful value creation

over the medium and long-term.”

Andrew Allner

Chairman

Dear Shareholder,

2025 was a year of continued challenging trading conditions

across the European construction markets in which the

Group operates. The Group’s financial performance reflected

these conditions, with operating margin remaining depressed

and the Group reporting a modest free cash outflow for

theyear. However, I am also pleased to report that our

businesses have again traded well relative to their markets

and our teams have at the same time continued to

strengthenthe fundamentals of our business and to adapt

our operations for the future.

As a specialist distributor of building products, we play

acentral role in the building and construction supply chain.

We provide a route to market for leading suppliers and

manufacturers and their products, across a fragmented local

customer base. Our business model and the value we bring

to our suppliers and customers is set out in further detail

onpage 14.

Leadership change

In May 2025 CEO Gavin Slark informed the Board of

hisresignation, and the Board therefore embarked on

aprocess to appoint a new CEO. The Board had already

started a selection process to replace me as Chairman at

theend of my scheduled term in late 2026, and was pleased

to appoint Pim Vervaat, one of the candidates in that process,

as both CEO and Chair designate. Pim started as CEO on

1October 2025. Gavin Slark stepped down as CEO and

fromthe Board on 8 July, when he was placed on garden

leave until 31 December 2025. I will remain as Chairman

untilPimtransitions to the Chair role, which he is expected

todoinMarch/April 2027.

Pim has been appointed CEO for approximately 18 months

with a clear mandate to improve our performance and to lead

the next chapter of our strategic evolution. He has a strong

track record of driving operational improvement and strategic

transformation across European and global businesses, and

the Board is confident that his leadership will be instrumental

as we move into the next phase of SIG’s development.

Further details on Pim’s background can be found

onpage52.

Strategic evolution

2025 saw further progress against our strategic objectives

toimprove our operating performance, focusing on growth,

execution, modernisation and specialisation.

In the final quarter of 2025, and following Pim’s appointment,

the Board undertook a comprehensive review of our strategy,

and we have now launched internally and externally an

updated strategy, ‘Vision 2030’. We will continue to prioritise

improved margin and cash generation through an ongoing

focus on productivity and operational efficiency, including

through greater focus on digitalisation, thereby also

maximising the operating leverage in our business when

markets start to recover.

In addition, during 2026 we will complete a strategic review

ofour portfolio of businesses to ensure we optimise the

returns on our invested capital and enhance returns to

shareholders over time. Further details on our strategic

progress in 2025 and our new Vision 2030 strategy can

befound on pages 10 to 11 and pages 12 to 13 respectively.

SIG Annual Report and Accounts 2025

Business performance

The Group’s like-for-like revenue was flat in 2025 vs the prior

year, reflecting persistently weak market demand and

ongoing sales price deflation. Our teams maintained strong

customer and employee engagement, which continue to

underpin our ability to outperform the market in almost all

ofour businesses. In addition, continued focus on costs

enabled us to improve our underlying operating profit to

£32m(2024: £25m). The Group reported a free cash outflow

of £12m for the year (2024: £39m outflow). Year-end net debt

including leases was £518m (2024: £497m) and leverage was

unchanged at 4.7x.

In the one to two year timeframe the Board’s financial priority

is to ensure the Group’s financial position is optimised ahead

of our next refinancing. To that end we will continue to focus

on profitability, free cash flow generation and improved

leverage, the progress to which has slowed in the weaker

market of the last three years. The Board will consider

returning to payment of a dividend when we sensibly can, as

part of our wider capital allocation policy and our overarching

commitment to generate value for shareholders. As such,

nodividend is proposed for 2025.

Sustainability

We are committed to growing sustainably. The Board

believesthat this goes beyond strong and sustainable

financial performance, albeit the latter remains of

paramountimportance.

In 2025 we made good progress on our five long-term

ESGcommitments, and have recently refreshed these to

giverenewed focus in 2026 and beyond. Our operational

carbon emissions reduced by 1% in 2025 compared to 2024,

and by19% since 2021, as we have focused on improving

energy efficiency savings across branches and our fleet.

Further details of these initiatives and more can be found

onpages 19 to 21.

On health and safety, the Board was pleased to see that

the‘Everyone Safe, Every Day’ strategy launched in 2023

continues to deliver results, and that new initiatives are

already being introduced under Pim’s leadership to continue

to improve our safety into the future. Further details on this

can be found on page 23.

Governance and Board

We believe that good corporate governance comes from an

effective Board that provides strong leadership to the Group

and engages well with both management and stakeholders.

The Board firmly believes it is important to engage directly

with employees to gain first-hand insight into their challenges

and views. During the year, I am pleased to report that our

nominated Board member Simon King continued to deliver

our Board Workforce Engagement programme, meeting

face-to-face with a broad cross-section of employees.

Youcan read more about this on page 57.

During the year, one of the continuing areas of focus for

theBoard was on development and succession planning for

the ELT and senior management, to ensure that the Group

has a strong and diverse pipeline of future leaders. Further

information on talent and succession planning can be found

in the Nominations Committee report on page 68. I believe

we have a strong and experienced executive team in place,

which gives the Board and me confidence for the future.

My colleagues and I believe the Board continues to perform

effectively. Details of our 2025 internal review of the Board

and its Committees’ performance and effectiveness can

befound in the Corporate Governance Report from page 50.

People and culture

I, along with the rest of the Board, would like to thank our

people for their efforts and achievements during the year.

Weremain cognisant of the challenging economic climate

and its impact on individuals and their families, including the

cost of living, and we continue to implement appropriate

initiatives and plans to mitigate its impact on our employees.

The employee survey made it clear that our people feel safe,

valued and proud to work for SIG.

Our culture is built on employee engagement, which plays

acore part in building the solid foundations that any business

needs to succeed. Our annual survey allows us to gain

valuable insights from a range of perspectives, helping to

shape suitable strategies and policies at Board level. The

Board was pleased to see continued progress in a number

ofareas and that we are either close to, at, or higher than

benchmark levels on engagement in most areas across the

Group. You can read more about our commitment to our

people on pages 24 to 25.

Outlook

Our continued focus on strengthening our operating

performance and underlying operations will ensure the Group

is well placed to take advantage of market volumes as they

recover across our various geographies, and this will support

the Board’s overarching goal of delivering meaningful value

creation over the medium and long-term.

I would like to thank all of our employees, and indeed all

ofour stakeholders, for their continued commitment and

support as we successfully navigate these difficult markets

and build businesses that are well placed to thrive in the

medium and longer term.

Along with the rest of the Board, I look forward to working with

Pim and the executive team in driving the business forward.

Andrew Allner

Chairman

3 March 2026

SIG Annual Report and Accounts 2025

Strategic report Governance Financials

Market review

Pent-up demand across European

construction markets

SIG is well-positioned to benefit from key

long-term structural growth tailwinds including

demand for more sustainable and safer

buildings, pent-up demand for housing from

an ongoing undersupply in Europe, and

alarge proportion of ageing buildings

acrossEurope that require renovation.

With around 80% of our revenue generated from

insulation and products related to the wider building

envelope, we are market leading specialists in insulation

across Europe with top three market positions in this

product area across our geographies.

We supply a breadth of products and systems that

improve the thermal efficiency of buildings and meet the

demands ofincreasing regulation. Our UK and France

Roofing businesses provide solar product offerings.

Structural long-term drivers

How we are responding

Market context: Construction cycles

In addition to the long-term structural trends set out to the

right, growth rates in the construction industry growth rates

are also driven by national economic activity, GDP growth

and population growth. Factors such as interest rates

whichinfluence the cost viability of construction projects

fordevelopers also play a role in short-term construction

demand. Demand for repair, maintenanceand improvement

(‘RMI’) is also linked to economic growth tailwinds.

During 2025, market conditions for the European building

sector have remained challenging, and volume demand for

building products has remained weak in the large majority

ofgeographies, linked to GDP and interest rates. We have

responded by adjusting our cost base around the lower

demand environment while also taking strategic actions

tobetter capture growth and profitability ahead of market

recovery.

Sustainability-driven

regulation

The building and construction sector accounts for

approximately 34% of global energy and process

related carbon emissions. To meet global carbon

reduction targets, European governments continue

toimplement legislation, incentives and standards

tolower the carbon emissions and embodied carbon

fromnew and existing buildings.

These regulations include changes to building codes to

require greater thermal efficiency and insulation, more

energy efficient heating, funding for decarbonisation

ofpublic sector buildings, incentivising ‘zero carbon’

buildings and use of solar and other lower carbon

building products and technologies.

Revenue by building type

Non-residential Residential

52%48%

Revenue by project type

RMI New-build

56%

44%

SIG Annual Report and Accounts 2025

SIG’s pan-European sales have around 44% weighting

to RMI overall.

Within our two dedicated roofing business, the sales

are weighted slightly more to RMI projects than the

Group-wide average, and these businesses in particular

benefit from the need to upgrade buildings to improve

their performance and design both on the commercial

and residential side.

SIG supplies products required for the construction of

new-build residential projects in all of our geographies,

with residential projects overall representing around

52% of Group sales.

We are focused on being the best-in-class distribution

partner for specialist contractors, including those

whosupply new-build residential projects, to support

long-term demand forhousing.

Structural long-term drivers

Structural undersupply

ofhousing

There has been a structural undersupply of housing

inEurope in recent years, the cumulative effect of

whichhas been to create a housing supply deficit

overtime and pent-up demand for new-build housing.

For example, in Germany and France, demand

continues to outpace supply in major metropolitan

areas. Government housing targets inthe Netherlands

and Ireland have, for several years, exceeded actual

annual completions, leading to an accumulated shortfall

in housing stock. This imbalance between required and

delivered housing has resulted inpent-up demand for

new homes in many of SIG’s markets.

Ageing buildings across

Europe requiring

increasedRMI

Across our end-markets, ageing buildings are requiring

rebuilding and renovation. Approximately 70% of houses

in the EU were built before 1980, driving long-term

renovation demand, with a significant proportion built

tolower energy-efficiency standards than those

required today. As a result, a large share of these

require ongoing renovation, refurbishment and

upgrading, underpinning long-term RMI demand

acrossEuropean markets.

We believe we are well positioned to benefit from these

long-term structural drivers due to our market leading

positions in insulation, interiors and roofing in the

construction supply chain in key markets across both

the United Kingdom and the EU.

2 3

SIG Annual Report and Accounts 2025

Strategic report Governance Financials

Chief Executive Officer’s review

Evolving our strategy

inchallenging markets

Dear Shareholder,

I am delighted to share my first report as CEO of SIG.

Ijoinedthe Group on 1 October 2025, and as announced

atthat time I expect to take up the role of Chairman after

around 18 months as CEO. I am excited by the challenges

and opportunities ahead for the Group.

Whilst the building and construction industry across Europe

isexperiencing prolonged weakness, I see many good

opportunities to further improve our operations and am

confident that substantial value can be created under our

newstrategy, Vision 2030.

In my first five months at SIG I have travelled extensively

around our businesses and branches, and have been

impressed by the energy, commitment and knowledge

ofthemany people I have met so far. These qualities will

remainkey in driving our future success.

Market dynamics

Demand in all markets remains well below historical levels,

withEuropean construction remaining at a low point in the

cyclefor a protracted period without near term evidence of

ameaningful recovery. Against this backdrop, our businesses

continue to outperform and the majority are taking share

withintheir end-markets

As set out in further detail on page 8 the short-term construction

market demand is linked to the overall GDP environment in our

end-markets together with factors suchasinterest rates, which

influence levels of investment in new-build construction and in

renovation across both residential and non-residential segments.

However, looking beyond the short-term cycle, we continue

tosee robust long-term structural growth drivers for our

businesses, including pent-up demand for new buildings

andrenovation to improve building energy efficiency and

overall building performance.

2025 results and operating performance

Group LFL sales were flat versus the prior year, up 1% in

H1and down 2% in H2. As noted above, subdued demand

persisted across the Group’s markets throughout 2025

andsoftened further in the final months of the year in several

geographies, notably the UK, Germany and Ireland. However,

our teams have continued to deliver strong commercial

execution across our countries.

Our 2025 results also demonstrate the continued focus on

disciplined management of cost and working capital across

the Group, which has been critical in mitigating the impact

onour business of the prolonged weak market demand and

volumes. The Group reduced underlying operating costs,

before the impact of inflation and foreign exchange, by

£39m,a material reduction.

This has enabled us to deliver increased operating profit

of£32.1m (2024: £25.1m), at an operating margin of 1.2%

(2024: 1.0%). On a statutory basis, the Group generated

astatutory loss before tax of £61.7m (2024: £44.8m).

The Group reported a free cash outflow of £12m in 2025

(2024: £39m outflow). This reflected continued good progress

on working capital, which helped to partly offset the impact

ofthe current subdued operating margin.

Strategic progress in 2025

During 2025, in the nine months prior to my joining, the Group

made good progress on its strategic goals, encompassing

actions and focus on four key areas as follows.

‘Growth’ – Despite the continued market weakness in 2025,

wecontinued to deliver sales growth ahead of the market in

the majority of our geographies. This was most pronounced

inUK Interiors, driven by the successful turnaround programme

in the UK Insulation & Drylining business, our largest business

by revenue, which had a particularly strong year from a sales

perspective, growing 8% in H1, 3% in H2, and 5% for the full year.

I see many opportunities to further improve

our operations, and I am confident that

substantial value can be created under our

new strategy – Vision 2030.”

Pim Vervaat

Chief Executive Officer and Chair designate

SIG Annual Report and Accounts 2025

‘Execution’ – The Group has focused on improving execution

in order to deliver consistent and profitable growth. In 2025 the

Group continued to focus on streamlining its operating costs

tomitigate the impact of weaker demand, but also to improve

ongoing efficiency to drive higher margin and operating

leverage when markets recover. Most notably, the UK Interiors

and Benelux businesses continued to benefit from the self-help

programmes put in place in Q4 2024. InDecember 2025, as

part of the early phase of a portfolio review, we closed one of

the smaller UK businesses, Mayplas, as it did not have the

ability to deliver sustainable profitable growth.

Across the Group as a whole, restructuring actions in 2025,

including headcount reduction and realigning our branch

footprint in some areas, led to a decrease in underlying

operating costs of £39m, driven by these savings initiatives.

‘Modernisation’ – The progressive modernisation and

digitalisation of our operations is creating an important

opportunity for the Group to increase profitability and

efficiency sustainably over the medium and longer term. In

2025 we continued to expand our customer facing

e-commerce platforms, with our French Interiors business

launching its new e-commerce site in the pilot phase in the

final quarter of the year, following the launch of a similar

platform in Germany in 2024. These in-house developed

platforms allow us to provide a more seamless and

convenient customer experience.

‘Specialisation’ – In Q4 2025 we removed the separate

management structure that was supporting the UK Specialist

Markets businesses, and these businesses are now reported

within either UK Interiors or UK Roofing.

Growing in higher margin categories remains a key focus and

we believe these changes will allow us to better exploit the

opportunities in these smaller specialist UK businesses,

including synergies across our own portfolio. The strategic

assessment being undertaken of each business in the Group

is also driving clarity on areas of specialism that we can

develop in the future.

New strategy: Vision 2030

In January 2026, I outlined the Group’s new Vision 2030

strategy, with the aim of creating an agile, focused and

best-in-class pan-European distribution platform in building

materials. In the medium and longer term, it is expected that

this can deliver an operating margin of 3% – 5% through the

cycle, alongside robust and predictable cash generation.

The Group’s immediate priorities are to improve the operating

margin through further cost and efficiency programmes,

including improved procurement. This will also help maximise

the upside potential from operational leverage as markets

recover and revenues grow. The Group also remains

committed to sustaining investment in commercial initiatives

to drive continued local market outperformance.

We will, in addition, assess opportunities to simplify and

optimise the current business portfolio to enhance the

Group’s focus on its most attractive growth markets to

accelerate outperformance and deliver value creation. Our

new strategy is explained in further detail on pages 12 and 13.

Sustainability

While improving the Group’s financial performance remains

the key priority, we also made improvements in many of the

Group’s sustainability metrics during the year. Operational

carbon emissions were lowered by 1%, and we further

reduced waste that goes to landfill and completed our

five-year focus period for our waste improvement programme.

Despite the actions taken to reduce headcount and costs,

theGroup’s employee engagement levels remained broadly

stable, with our businesses keeping employee engagement

as a key priority.

Outlook

The Group continues to expect softness in market conditions

in 2026 and, to the extent there is a recovery, that it is more

likely to materialise in the second half of the year. Trading in

the first weeks of 2026 has also been adversely affected by

particularly poor weather across Europe, and as a result LFL

sales for the first two months of the year have been weaker

than expected. We expect improvement over the balance of

the year, along with continued progress on self-help measures

on both costs and working capital. We therefore expect to

deliver further financial and strategic progress in 2026, and

expect to maintain healthy levels of liquidity throughout

theyear.

The operational gearing in our business model applies equally

strongly in conditions of rising demand, and the Group remains

well positioned to benefit from the market recovery when it

occurs. This also underpins the Board’s confidence that the

Group will deliver its targeted 3-5% operating margin range in

the medium-term. This, combined with our focus on portfolio

optimisation, which will continue at pace throughout 2026,

will support the Board’s overarching goal of delivering

meaningful value creation over the medium and long-term.

I would like to thank our people for their resilience and their

achievements during 2025. I look forward to working with

them to deliver our goals for 2026 and to building increasingly

robust, sustainable and high-performing businesses across

the Group.

Pim Vervaat

Chief Executive Officer and Chair designate

3 March 2026

SIG Annual Report and Accounts 2025

Strategic report Governance Financials

Our strategy

Optimised Operating Leverage

Driving improved financial performance and

a higher operating margin. Continuing to

take market share and achieve efficiencies

in costs, procurement and working capital,

including through technology.

Optimised Business Portfolio

Assessing opportunities to simplify our

portfolio of businesses for shareholder

value creation. Aligning to the most

attractive structural long-term growth

markets for SIG to enhance our leverage

and deliver better returns.

Vision 2030

In early 2026 we have launched a new

strategy that will enable us to create a

best-in-class distribution platform in building

materials across European roofing and

interiors markets by 2030.

Creating a best-in-class distribution platform

The Group’s new Vision 2030 strategy will build on the

successful commercial, operational and financial initiatives

implemented over recent years.

Through two distinct pillars, it aims to create an agile,

focusedand best-in-class pan-European growth platform

which, in the medium and longer-term, can deliver an

operating margin of between 3 to 5% through the cycle

alongside robust and predictable cash generation.

The immediate priorities are to improve the operating

marginand cash flow through further cost and efficiency

programmes, including improved procurement. These will

also help maximise the upside potential from operational

leverage as markets improve and revenues grow.

The Group will continue to invest in commercial initiatives

todrive continued local market outperformance. We will also

assess opportunities to simplify and optimise the current

business portfolio in order to enhance the Group’s focus on

its most attractive growth markets and deliver value creation.

Our purpose is to be

thebest provider of

specialist construction

and insulation products

in Europe

SIG Annual Report and Accounts 2025

Strategic report FinancialsGovernance

Ambition

Optimising operating leverage is a strategic priority

anda key driver of improved financial performance

forthe Group through the market demand cycle.

Asadistribution business with a largely fixed cost base,

we aim to continue to deliver sales outperformance

relative to local markets and take market share, driving

volumes and thereby enhancing the leveraging of the

cost base. Alongside this, the Group will ensure its

operational footprint remains optimally aligned to

demand and to best serve customers.

Continued cost and efficiency programmes will ensure

we have the right operations in place, both to address

current market conditions and to support delivery to

customers when markets fully recover. This includes

driving greater discipline across divisional and central

costs, and strengthening procurement through

improved execution within our businesses and greater

coordination across the Group. We will continue

tomodernise our operations using technology to

support efficiencies and customer service. Rigorous

management of working capital will remain a core

focusto support robust liquidity and predictable cash

generation. Together, we aim to maximise operational

leverage to deliver sustainably higher operating margins

and cash generation as markets improve.

Ambition

By optimising our business portfolio, we aim to sharpen

the strategic focus of SIG’s businesses and align the

Group more closely to attractive structural growth

markets across roofing and interiors. Our ambition is to

create a simpler, more coherent portfolio of businesses,

enhancing the Group’s long-term growth profile and

creating greater value for shareholders. Recognising the

diversity of SIG’s current activities, we will assess each

of our business’s alignment to mid- and long-term

market growth, their return characteristics and their

strategic fit within the Group.

We will consider opportunities for simplification where

businesses may offer greater value under alternative

ownership, as well as where portfolio streamlining can

unlock organisational efficiencies and improve

management focus. Portfolio optimisation is expected

to be a continuous process over the medium-term,

supporting improved returns, greater strategic clarity

and the ambition to achieve best-in-class distributor

status by 2030.

SIG Annual Report and Accounts 2025

Strategic report Governance Financials

Business model

Our customer-focused

business model

Our business model is underpinned by the depth and breadth of our resources, which allow

usto execute our strategy. In addition, our resources and stakeholder relationships are key

toour success and we invest in them throughout the year.

Supported by

Employees

Engaged, committed and knowledgeable

colleagues working across our local

branches, delivering superior service

and expertise and leading our

businesses.

6,500+

Employees

Customers

A fragmented customer base of

more than 75,000 customers across

local markets, including specialist

contractors and installers, developers

and independent merchants.

75,000+

Customers

Branch network and

delivery fleet

We supply our products through 415

branches in local markets across

sixEuropean geographies and

adeliveryfleet of around 1,100 vehicles

tocustomer and project sites.

415

Branches across

six geographies

Products

Working with leading product suppliers

we supply a deep range of specialist

construction products and systems

across interiors, roofing and construction

product categories.

Responsible and sustainable approach

Leading pan-European

supplier of specialist

insulation and building

products and brands.

Connecting

suppliers…

Interiors Roofing

Adding value

Access to highly fragmented

customer market

Facilitating supplier market

share and growth

Route to market support

Inputs

Read more on page 16

SIG Annual Report and Accounts 2025

Employees

– Career development, training

and apprenticeships

– Providing jobs in a supportive

and safe working environment

>150

apprentices

Customers

– One-stop access to deep

product range

– Coordinating dynamic

delivery requirements

– Supporting large complex projects

– Credit and payment terms

– Specialist knowledge and support

Includes

specialist

contractors

andinstallers,

developers

and independent

merchants

Suppliers

– Access to highly fragmented

customer and project market

– Facilitating supplier market growth

– Route to market support

Leading

international

and national

supplier brands

Communities & environment

– Committed to creating jobs in

local communities

– Reducing carbon and waste and

supporting building industry

decarbonisation

reduction in net

zero carbon

emissions

Investors

– Meaningful value creation

opportunity for shareholders

3-5%

operating

margin target

Sound corporate governance Risk management

Helping specialist

contractors get the

products they need to

deliver better buildings.

…with

customers

Specialist

contractors

Specialist

installers

Developers

Independent

merchants

Adding value

One-stop access to product range

Coordinating dynamic

delivery requirements

Specialist knowledge and support

Credit and payment terms

Creating value for our stakeholders

Read more on page 50 Read more on page 44

SIG Annual Report and Accounts 2025

Strategic report Governance Financials

As a leading supplier of specialist insulation

and building products, SIG is well-positioned

to contribute to the decarbonisation of the

built environment by providing products that

improve energy efficiency.

We introduced our five sustainability commitments in 2021,

focused on our impact on the environment and our employees.

Our sustainability approach underlines and supports our goal

of growing as a sustainable business. For2026 and beyond,

we introduce our updated sustainability approach on page 32.

Our five focus areas align to our doublemateriality

assessment performed in 2024.

Robust internal controls, ethics and risk management underpin

our approach to sustainability. Further details on our corporate

governance framework are provided from page 50, with our

material Group policies detailed on page 33.

Making a positive difference

Sustainability review

Our sustainability performance

Measure

2025

performance

2024

performance Movement

Carbon

reduction

Net zero carbon

by2035

Our operational GHG

emissions in tonnes

ofcarbon dioxide

equivalent

38,736 39,285 Our operational GHG

emissions include Scope 1,

Scope 2 and business travel.

While our largest country of

operation, the UK, increased

emissions, this was offset

bya reduction in other

operating companies.

Waste

Zero waste to

landfill by 2025

Waste diverted

fromlandfill

98% 96% Three operating companies

achieved zero waste

tolandfill, with the other

operating companies

reducing the amount of

waste sent to landfill over

thereporting year.

Supply chain

Partnering to

reduce supply chain

carbon and waste

Meetings held with

suppliers where

sustainability is

discussed

84 85 Our Scope 3 assessment

identified our most carbon

intensive products and

suppliers. We continued

supplier engagement on

thistopic in2025.

Health

and safety

Health and

safetyleader

Lost time incident

frequency rate

(“LTIFR”)

7.8 7.7 Our LTIFR has increased

slightly to 7.8 from 7.7 in

2024 under our rebased

LTIFR calculation.

People

Employer of choice

Employee engagement

(“eNPS”)

+9 +9 Our eNPS score remained

steady at +9 in 2025, despite

the impact of restructuring

and some job reductions.

1. Please see updated carbon reduction targets for 2026 and beyond.

2. The updated methodology measures the number of employee lost-time incidents per one million hours worked. In 2024, our LTIFR included both employees

and non-employees.

SIG Annual Report and Accounts 2025

New lower-carbon

branch in Saint-Nazaire,

France

Our new Saint-Nazaire branch in

Larivière was opened in March 2025,

with a focus on increasing customers’

awareness of the range of sustainable

products that we stock. In addition,

the building has a range of features

to reduce carbon emissions,

including solar panels, EV charging

and good building energy efficiency.

Read more about our health and

safety progress on page 23.

SIG Annual Report and Accounts 2025

Strategic report Governance Financials

Waste

Sustainability review

Zero waste to landfill by 2025

SIG remains committed to reducing the waste we generate

across our operations as far as is practicable, focusing on

thewaste produced in our branches.

2025 progress

Our commitment to achieve zero operational waste sent to

landfill reached the end of its target period this year. We have

made strong progress, diverting 98% of waste from landfill

in2025, compared to 86% when the commitment was set in

2021. Although we did not eliminate all waste sent to landfill,

we have made substantial improvements year-on-year across

all operating businesses. The improvements continued in

2025, as 162 tonnes of waste went to landfill, a reduction

of67% compared to 2024.

The total waste produced in 2025 reduced to 10,734 tonnes,

primarily due to suppressed trading volumes as well as

targeted initiatives for better waste management. Three of

ouroperating companies have achieved zero waste to landfill,

namely Germany, Benelux and Poland, with the UK also

reaching zero landfill waste in six months of 2025. In the UK,

we identified the branches producing the greatest volume of

landfill waste and collaborated with our waste management

company to identify alternative waste treatment routes.

Our main type of hazardous waste relates to a small number

of products such as paints, fillers and finishing products that

contain certain chemicals. If these products are damaged

orout of date, they require specialist handling in compliance

with national waste regulations. Hazardous waste has

decreased to 73 tonnes, and was not sent to landfill.

We worked with waste providers to identify opportunities

forhigh value recycling. As a result, 7,538 tonnes of waste

was recycled.

Looking ahead

Effective waste management will continue to be an important

topic for SIG operationally, having passed our 2025 waste

diversion timeline. While our double materiality assessment

asset out on page 32 did not identify waste management as

a separate material focus topic for SIG going forward, we will

continue to manage, monitor and improve our waste practices

into the future.

Waste diverted from landfill

(%)

2025

2024

2023

1. Our waste reporting year runs from 1 October 2024 to 30 September 2025.

Datais provided by waste management companies.

Tonnes of waste

Total waste

2022

13,138

2021

12,138

2023

12,090

2024

13,178

2025

10,734

% waste diverted from landfill

86%

92%

94%

96%

98%

SIG Annual Report and Accounts 2025

Carbon reduction

Reducing our carbon emissions

Our carbon footprint includes GHG emissions we are directly

responsible for, including the fuel used in our company-

owned or leased vehicles (Scope 1). The electricity used

inour offices, branches and to power company electric

carsform our Scope 2 emissions. We have disclosed some

indirect upstream and downstream emissions (Scope 3) over

which the business has limited control, including business

travel and third-party transportation. Weinclude third-party

diesel from transportation where ahigh proportion of

deliveries to customers are made bythird-party logistics.

2025 progress

In 2025, we continued to make steady progress towards

ourinterim milestone to reduce our operational GHG

emissions (“operational emissions”), by 20% by 2025

compared to 2021. Operational emissions reduced by

19%compared to our 2021 base year, and 1% since 2024.

During 2025, the reduction in our operational emissions

wasprimarily driven by decreased fuel consumption from

lower sales volumes in many countries. For this reason, our

carbonintensity has remained consistent with last year, at

14.9tonnes (CO

e) per £m in 2025 compared to 15.0 in 2024.

Decarbonising our branches

Electricity and heating our branches contributes 13% of our

location-based GHG emissions. In 2025, we continued to

source renewable electricity in the UK, Ireland, Germany and

Poland. LED lighting is installed during branch refurbishments.

In Poland, we continued installing solar panels in branches

where the heating system has replaced coal or oil-based

heating with electric. We will continue to focus on energy-

efficiency actions, as detailed on page 21.

As set out on page 17, during 2025 we opened a new

branchin Saint-Nazaire, France. The new branch features

several sustainable construction products and has features

toimprove building energy efficiency.

Decarbonising our fleet

The fuel for our company cars, vans, heavy goods vehicles

(“HGVs”), forklifts and moffetts contributes 79% of our

location-based GHG emissions. In 2025, we have continued

to replace older vehicles with newer, more efficient

alternatives.

We have increased the share of electric, hybrid or alternative

fuel vehicles to 36% of the fleet this year from 31% in 2024.

The majority of these vehicles are forklifts and cars.

Due to the success of the ongoing transition to electric

forklifts, as well as the new electric moffetts in Germany, the

emissions from plant have reduced by 16% compared to 2024.

Looking ahead

In 2021, we set an ambition to be a net zero organisation

by2035. This year, we reviewed and revised this target as

setout on page 32, based on the commercial viability and

cost of lower-carbon technology. The long-term decarbonisation

pathway for the transport sector remains dependent on

anumber of regulatory, financial and infrastructure factors

that governments and industry are yet to fully address.

Gridcapacity and reliability are essential for the successful

roll-out of alternative fuels.

Operational greenhouse gas emissions

(Metric tonnes)

2025

38,736

39,285

2024

42,015

2023

-1%

SIG Annual Report and Accounts 2025

Strategic report Governance Financials

Sustainability review

Carbon reporting

Mandatory GHG reporting

Our annual GHG reporting is calculated in accordance with the requirements of the Energy and Carbon Report Regulation

2018, for the period 1 October 2024 to 30 September 2025. This covers all geographies in which we operate. Our Scope 1,

Scope 2 and limited Scope 3 emissions have been verified to a limited levelof assurance byIntertek in accordance with ISO

14064-2.

We include the six main GHG and reported carbon dioxide equivalent (“CO

e”) for our Scope 1, Scope 2 andlimited Scope 3

emissions. Our GHG reporting uses the GHG Protocol Accounting and Reporting Standard as the basis of our methodology.

For GHG emission factors and energy conversions, we use the Department for Energy Security and Net Zero (“DENZ”) 2025

conversion factors. In previous years, wealso used the International Energy Agency (“IEA”) for electricity factors. However,

dueto cost increases, in 2025, we used the European Residual Mix conversion factors.

Scope 1 – tonnes CO

2025

Group

2024

Group

2025

Road vehicle fuel emissions

32,738 32,533 14, 211 18,527

Plant vehicle fuel emissions

2,542 3,020 954 1,588

Natural gas

1,418 1,374 779 639

Coal/coke for heating

7 38 0 7

Heating fuels (kerosene and LPG)

748 862 515 233

Total 37,4 5 3 37,8 27 16,459 20,994

Scope 2 – tonnes CO

2025

Group

2024

Group

2025

Electricity – location-based

3,611 4,517 1,575 2,036

Electricity – market-based

1,088 1,250 95 993

Total – Scope 1 and 2 – location-based 41,064 42,344 18,034 23,030

Total – Scope 1 and 2 – market-based 38,541 39,077 16,554 21,987

1. Total fuel purchased from fuel cards or invoices converted according to DENZ emission factors.

2. Electricity and gas consumption from meters or invoices converted according to DENZ emission factors. For branches without meters or receiving regular invoices,

we estimate electricity or gas consumption using average usage.

3. Market-based emissions reflect emissions from electricity that we have purchased that is certified as renewable electricity. Location-based emissions are based

oncountry averages.

SIG Annual Report and Accounts 2025

Scope 3 – tonnes CO

2025

Group

2024

Group

2025

Business travel

195 208 93 102

Third-party diesel

3,448 4,719 131 3,317

Own vehicles used for company business

163 141 99 64

Total 3,806 5,068 323 3,483

Total – Scope 1, 2 and 3 – location-based 44,870 47,412 18,357 26,513

Total – Scope 1, 2 and 3 – market-based 42,347 44,14 5 16,877 25,470

Total Scope 1, 2 and business travel – market-based 38,736 39,285 16,647 22,089

Emissions intensity – tonnes CO

e per £m of revenue

2025

Group

2024

Group

Revenue 2,591 2,612.0

Scope 1 and 2 – location-based 15.8 16.2

Scope 1 and 2 – market-based 14.9 15.0

Scope 1, 2 and 3 – market-based 16.3 16.9

Total Scope 1, 2 and business travel – market-based 14.9 15.0

Total energy use

kWh

2025

Group

2024

Group

2025

Total energy use 174, 8 57,145 183,489,267 78,144,468 96,712,677

Energy-efficiency actions

We have continued initiatives to improve energy efficiency in all operating companies.

In Germany, an energy management system has been introduced to reduce the energy consumed from fleet, plant and

buildings. In the UK, we have continued a programme of energy-efficiency initiatives in line with the Energy Saving Opportunity

Scheme. This includes LED lighting replacements, and behaviour change and training for energy intensive branches.

Across our other regions, we have made further progress on branch refurbishments and improving energy efficiency, including

investment in LED lighting and the installation of solar panels.

4. Distances travelled by employees using own vehicles or business travel converted according to DENZ emission factors.

5. Estimated or recorded distance travelled by third-party logistic provider converted according to DENZ emission factors.

SIG Annual Report and Accounts 2025

Strategic report Governance Financials

Supply chain

Sustainability review

Partnering to reduce supply chain

carbon and waste

SIG contributes to reducing carbon emissions within the built

environment by supplying products that improve the energy

efficiency of buildings. We continue to work with our supply

chain partners to improve our sustainability performance

together.

2025 progress

The goods and services we purchase continue to contribute

the largest share of our Scope 3 carbon footprint, which we

assessed in 2025. The end-of-life treatment of products sold

and packaging was the next highest category of our Scope 3

footprint. For more information, please see our Scope 3

summary on the website.

We have an ongoing programme of supplier engagement

targeting the Group’s largest suppliers of carbon intensive

products to discuss sustainability, with 84 meetings held in

2025 (85 in 2024). Our engagement topics include data

sharing and environmental product declarations (“EPDs”),

deforestation risks and initiatives to reduce embodied carbon,

including the electrification of production facilities.

In the UK we have engaged with our suppliers to collect

EPDsand integrate this on to our platform ‘SIG assured’,

andour product information system.

In France we issued an ESG questionnaire to all suppliers

andachieved a top 5% gold rating on the Ecovardis ESG

rating for SIG France.

In Poland, we have continued to support the ‘Clean Air’

programme – a national initiative to improve air quality

through modernising heating systems and insulating walls,

roofs, and foundations. On our newly launched enterprise

resource planning system, we work with our suppliers to

identify products that are compliant with the programme,

allowing homeowners to claim grants.

Looking ahead

Under our new sustainability objectives, we will evolve this

pillar to focus on ‘supporting sustainable and lower carbon

products’. We will continue to work with suppliers to reduce

embodied carbon, enhance data transparency and promote

energy efficiency through the products that we buy and sell.

Supplier engagement meetings

held with suppliers including discussion

related to sustainability

2025

2024

Bringing lower carbon products

tomarket

SIG Annual Report and Accounts 2025

Health and safety

Health and safety leader

We are committed to being a health and safety leader in

building materials distribution. We have maintained high

employee engagement and perception on safety in 2025,

withannual engagement survey results placing our Health,

Safety and Wellbeing scores 1% above the benchmark for our

industry. We strive to ensure we create and maintain systems

and a working culture where everyone is safe, every day.

2025 progress

In 2025, our headline LTIFR increased by 1% to 7.8 under

ournew rebased measure, which aligns with CSRD and

isdefined further below.

We have continued to develop our health and safety initiatives

including strengthening our health and safety induction

training for new employees. This has also been enhanced

with modular training, both on-line and in person to support

our colleagues as they grow in new roles and take on new

responsibilities at different stages in their career.

In Poland we have reduced vehicle and loading incidents

through a driver and loader training programme to improve

skills and knowledge in all aspects of load safety, as set out

on page 17.

In Germany, we have reduced fall-related incidents following

aproject to further de-risk warehouse and yard activities,

working with our teams to enable tasks to be completed

atground level where possible and to provide safer access

where work at height is unavoidable.

The team embarked on a programme to understand what

makes a safe working habit in preparation for the next stage

in the development of its safety culture project. This included

simulations of incidents to improve contextual understanding

of risk.

Our Irish businesses celebrated a year without a lost time

incident in October, demonstrating the results of the team’s

high level of focus on safety.

As part of our commitment providing our colleagues with the

knowledge and skills they need to maintain a safe workplace,

we have rolled out training in Fire Safety, Slips and Trips,

Hazardous Substances and Manual Handling throughout

theUK businesses.

This training also enhances safety beyond the workplace.

Training of managers in the area of safety behaviour and

culture using our own in-house trainers has also helped

toraise awareness.

We believe that every one of our colleagues has a voice and

apart to play in preventing accidents. In November 2025 we

launched a new safety observation and reporting app across

the Group to ensure that potential hazards and risks can be

reported immediately and removed before they result in injury.

Our aim is to engage everyone in safety and to recognise

ourcolleagues’ positive safety actions and behaviour, which

underpins all that we do.

In 2025 our Fleet and Health and Safety teams worked with

our branch-based colleagues and industry experts to further

develop our vehicle load integrity and security and deploy

best practices across the Group.

Our Executive Leadership Team continued to lead by example

through safety walks, fostering idea-sharing and reinforcing

our focus on employee safety in 2025. With Pim Vervaat’s

arrival as CEO in October, new safety leadership initiatives

including monthly calls chaired by Pim, dedicated to reviewing

lost time incidents, have been rolled out and will help to grow

our open safety culture and our safety performance.

2025 LTIFR CSRD alignment

In 2025 we have rebased our LTIFR calculation to now only

include incidents involving our employees (FTE or contracted)

and to exclude those by third parties on our sites. We continue

to prioritise the safety of all people, including visitors, at our

sites. This data reporting change brings us into alignment

with future Corporate Sustainability Reporting Directive

(CSRD) requirements,

Looking ahead

Looking ahead we will continue our ‘Everyone Safe, Everyday’

safety strategy. Key areas of focus of our ongoing safety

initiatives include driver safety including safe loading, manual

handling safety, and raising our overall safety awareness

andculture.

Lost time incident frequency rate

(

‘LTIFR’)

2025

7.8

7.7

2024

7.7

2023

7. 8

SIG Annual Report and Accounts 2025

Strategic report Governance Financials

People

Sustainability review

Employer of choice

At SIG we are committed to the continual development and

improvement of our people’s experience of working at SIG,

and to be an employer of choice in our industry.

In 2025, we made further progress on this commitment,

investing in developing the skills and performance of our

leaders, in enhancing skills for career and professional

growth, and in building a more engaged culture.

For the third year running our German and Polish businesses

have been recognised as leading employers in their markets.

In Germany, Wego vti was again recognised as ‘Top

Company’ by Kununu, a national online career and employer

ranking platform, based on employees’ votes. SIG Poland

was again certified as a Great Place to Work, based on

employees’ opinions and experiences.

Employee Engagement & Wellbeing

The results of our 2025 employee engagement survey show

that our people continue to feel positively engaged in their

work at SIG.

To manage the Group’s performance through weaker and

challenging markets, we have had to restructure some

businesses and reduce some roles to manage our costs,

which has affected morale in some regions.

However, our overall engagement scores remain net

positivewith an employee engagement index score of 70%

(2024: 71%) tracking 2% points above our industry benchmark

whilst we remained at +9 in our employee net promoter score

(eNPS) (2024: +9).

The impact of these organisational changes are being closely

managed so that we maintain the strong progress we have

made on engagement since 2020.

Health, Safety and Wellbeing remains the highest scoring

index from our Employee Engagement Survey. 84% of our

people feel safe at work and are comfortable reporting near

misses and safety issues, indicating that our Health and

Safety policies are working well for our people.

Culture and Behaviours

Over recent years we have made strong progress on building

our culture, increasing engagement and inclusion. Our

Culture index scores have remained stable at 73% along

withour Inclusion index at 67%. Our culture is shaped by

ourbehaviours: Be Bold, Be Flexible and Agile and Making

aPositive Difference.

Our behaviours are aligned and reinforced across our

business, through their integration into our performance

management and training processes as well as our

recruitment and onboarding processes for new colleagues.

Diversity, Equality, and Inclusion (DEI)

We are committed to ensuring that everyone in our

organisation feels valued and included, and to create an

environment that reflects the communities in which we

operate. Across the group we undertake mandatory awareness

training on DEI as part of our Code of Conduct for all employees.

Each business has focused plans to support this goal and

support the communication and delivery of local and Group

initiatives, including the impact of these activities in the

business, as measured through the annual DEI index

metricwithin the annual employee engagement survey.

In the UK we launched Thrive@SIG in 2025. Thrive is an

employee-led framework that brings together Diversity,

Equality & Inclusion and Wellbeing initiatives, ensuring they

are shaped by employee feedback and aligned with the

demographics of the UK workforce. This approach has

ensured that our programs are relevant, inclusive, and

responsive toevolving needs.

As regards gender diversity, 14% of our positions at ELT

levelare held by females, and females comprise 22% of

ouroverall workforce. Our latest UK gender pay gap report

can be found on our website.

Talent, Leadership & Apprentices

Having great leaders remains a key enabler in our business.

During 2025 we delivered a number of programmes to

develop the skills of our managers and leaders.

These programmes included leadership conferences,

different training modules for skills for managers, and

continuing with the Leadership Academy in the UK.

Our employee survey showed very good feedback on the

performance of our leaders, with over 91% of our people

having confidence in our leaders and 80% feeling that

theirmanagers are supporting their development through

constructive feedback.

Employee engagement

(eNPS)

2025

2024

2023

SIG Annual Report and Accounts 2025

Germany trainee forum 2025

In November we held a day in Mönchengladbach,

Germany focused on developing our German trainees

and talent. The session provided interactive and

practical insights into how our drywall products are

produced, overviews of suspended ceiling products,

and information about different technical standards to

support our apprentices’ knowledge, understanding and

capabilities. The day included a graduation ceremony

for our third-year graduate apprentices as they

completed the programme.

Gender diversity (male/female split)

2025 2024

Male

Female

Male

Female

Total Employees 78 22 78 22

Board members 89 11 80 20

Executive Leadership team 86 14 85 15

Senior Managers

86 14 80 20

Senior Managers

69 31 73 27

1. Headcount as at 31 December 2025. Executive Leadership Team as at the date of this report.

2. Data is per s.414C(8) of the Companies Act 2006 and includes subsidiary directors – population of 21 employees.

3. Data as per provision 23 of the UK Corporate Governance Code – population of 136 employees.

Apprenticeships, Charity & Community

Our apprenticeship programme continued in 2025 and we

currently have 156 apprentices across our businesses, 41%

ofwhom are female.

Our programmes also include the provision of education,

skills and training to help their jobs within SIG but also their

own professional development.

Across the SIG Group, we support various charities and our

local communities in different ways. For example, in France

we support a range of causes and programmes including

contributing to the renewal of French forest estates through

local sport participation.

In the UK we maintained a number of our charitable activities

as reported in prior years, including our initiatives to support

skin cancer awareness among our at-risk roofing contractor

customers, a campaign that was recognised with an industry

award in 2025.

Learning and Development

In 2025, we invested over 32,000 hours in learning and

development across the SIG Group. This included the

continuation of leadership, sales and specialist product

training across the group including our UK Sales Academy,

which delivered bespoke sales training and coaching to

strengthen the core competencies and commercial capabilities

of our colleagues.

The programme was recognised with a Princess Royal

Training Award for Excellence during the year, while our UK

Operations Academy, was endorsed by the UK Chartered

Institute of Logistics and Transport.

In 2025, we also improved our digital learning content

acrossthe Group producing additional modules for sales,

management and product training.

SIG Annual Report and Accounts 2025

Strategic report Governance Financials

Task Force on Climate-related

Financial Disclosures (“TCFD”)

The following pages provide an overview of our climate-related risks and opportunities, and

contain our 11 TCFD disclosures, meeting the requirements of LR 6.6.6(8)R, as well as the

Companies Act 2006 as amended by the Companies (Strategic Report) (Climate-related

Financial Disclosure Regulations) 2022 (“CFD”).

TCFD compliance TCFD disclosure requirement Pages

Alignment

with CFD

Governance

Governance of

climate-related risks

andopportunities.

Board’s oversight of climate-related risks and opportunities. 27, 55 (a)

Management’s role in assessing and managing climate-related risks

andopportunities.

Strategy

Impacts of climate-related

risks and opportunities on

our strategy and planning.

Climate-related risks and opportunities we have identified overthe

short-, medium-and long-term.

28 to 29 (d), (e), (f)

The impact of climate-related risks and opportunities on our business,

strategy, and financial planning.

The resilience of our strategy, taking into consideration different

climate-related scenarios, including a 2°C scenario.

30 to 31

Risk management

How the organisation

identifies, assesses and

manages climate-related

risks.

How we identify and assess climate-related risks. 27 (b), (c)

How we manage climate-related risks. 27 to 28

How climate-related risks are integrated within our overall risk

management.

27, 44 to 45

Metrics and targets

The metrics and targets

used to assess and

manage climate-related

risks and opportunities.

The metrics we use to assess climate-related risks and opportunities. 20 to 21, 31 (g), (h)

An overview of our GHG emissions and related risks. 20 to 21

The targets we use to manage climate-related risks, opportunities

andourperformance.

Sustainability review

SIG Annual Report and Accounts 2025

Governance

We have aligned our climate change and risk management

reporting with the recommendations of the TCFD since 2021.

The frequency of Board meetings and a full explanation of

roles and responsibilities of each Committee is disclosed

inthe Governance section from page 50.

Embedding climate change into our governance

structure

The SIG plc Board

The Group’s purpose, strategy and behaviour is overseen

bythe Board. Sustainability is a consideration for the

Boardwhen reviewing and guiding strategy. This includes

overseeing major capital decisions, including acquisitions

anddivestments, reviewing the annual budget and business

plans and monitoring progress against the five sustainability

focus areas, including carbon reduction targets.

Audit & Risk Committee

The Audit & Risk Committee has delegated responsibility

from the Board to oversee and review ESG risks including

climate change risks.

Remuneration Committee

The Remuneration Committee is responsible for setting

relevant ESG-related performance incentives, including

climate-related incentives, for the Board and senior

management. For example, the Remuneration Committee

hasincluded an ESG objective within the personal objectives

in the bonus scheme for senior management.

Executive Directors

The CEO is responsible for the strategy of the Group, including

management of climate-related risks and opportunities.

Management responsibilities related to

climatechange

Executive Leadership Team

The ELT is responsible for the delivery of the Group strategy

alongside management of operational issues, including

climate-related risks and opportunities. The ELT ensures

thatperformance is measured against our sustainability

commitments.

Operating Company Managing Directors

Each Managing Director is responsible for embedding

theGroup sustainability strategy into the local operating

companies, considering local markets and regulations.

TheManaging Directors complete biannual risk reviews.

Thisincludes the assessment and management of

climate-related issues and other ESG topics.

Sustainability leads

Each operating company has appointed sustainability leads

who are responsible for overseeing sustainability initiatives,

preparing for upcoming regulations and preparing

environmental data. The sustainability leads meet regularly

and share best practice.

Risk management

Climate change risks crystallise over a longer time period

thanour typical risk management framework considers.

Forthis reason, we have a climate risk review incorporating

the recommendations of the TCFD. We combine a Group-

level strategic review with a bottom-up operation view of

these risks impacting each of our businesses.

Whilst the Board recognises that to achieve its strategic

objectives it must accept and manage a certain degree

ofrisk, it has a low appetite for risks that have significant

negative consequences. We assign a risk comfort level to

inform our approach to either mitigate, transfer, accept or

control the risks. Our mitigations are included within the risk

tables on pages 28 and 29.

Integration with our enterprise risk framework

Our approach to risk management is detailed from page 44.

The Group employs a three lines model to provide a simple

and effective way to enhance risk and internal control

management processes. ESG is a principal risk and is

managed through the three lines model. This means we

consider the relative significance of climate-related risks

inrelation to other risks using the same risk thresholds.

Risk identification

– Group-led review of the climate risk register focusing

onlikely financial, regulatory and operation impacts

thatcould have a material financial impact.

– After completing scenario analysis, we reviewed the

completeness of our TCFD risk register.

Risk assessment

– Climate risks have been assessed using the same risk

thresholds as the principal risk register.

– Where possible, we have assessed the financial impact

to evaluate the potential size and scope of the risks

identified.

Risk approval

– The outputs of the risk review are consolidated with

ourprincipal climate risks and reviewed by the ELT.

– The Audit & Risk Committee approves the TCFD risk

SIG Annual Report and Accounts 2025

Strategic report Governance Financials

Sustainability review

Task Force on Climate-related Financial Disclosures (TCFD)

Strategy

We have considered the impact of climate change across our value chain – our own operations, as well as the impact to our

suppliers and customers. All business areas, operating locations and main product types have been considered in our climate

risk assessment. Overall, our operating companies face common climate-related risks and opportunities.

Time horizons considered in our climate risk assessment:

In our risk assessment, we consider the likely financial, reputation, regulatory and operational impacts. The risk thresholds for

assessing the impact and likelihood that each risk will materialise are aligned with our enterprise risk management framework

on page 44. We have chosen to disclose risks with the impact assessed as moderate, major or critical. Low impact risks are

notdisclosed, including energy management which was included as a transition risk last year.

Climate-related risks and opportunities

The table below shows the climate-related transition and physical risks impacting the Group, the effect on strategy and financial

performance, and mitigating actions.

Transition risk Impact Mitigation

1. Decarbonisation of our fleet Short-, medium- and long-term risk

Fuel used by our vehicles contributes 79% of our

location-based operational emissions. Therefore, the

decarbonisation of our fleet is crucial to reduce our

carbon emissions. This risk is greatest in the UK,

France, Germany and Poland where we own or

leaseour HGVs.

There is uncertainty regarding the optimum technology

for our fleet of heavy-duty vehicles. In 2025, we

paused Hydrotreated Vegetable Oil in the UK due

tothe cost and concerns over supply chain

transparency.

Major impact

We may have increased lease

payments because the relative cost

ofalternative fuel vehicles is greater

than diesel alternatives on the market.

However, we expect the retail price

ofelectric and hydrogen vehicles will

decrease over time.

We continue to assess

theviability of alternative

fuel vehicles, considering

government incentives and

infrastructure availability,

aspart of our climate

transition planning.

2. Product transparency and

environmentalperformance

Medium- and long-term risk

Future regulations and changing customer priorities

may require detailed product-level data, for example

EPDs or other information on the environmental

impact of products. As a distributor, we depend

onour manufacturers to provide this data.

Moderate impact

There may be additional costs to

review suppliers’ environmental

product information, invest in data

management platforms or other

certification and compliance costs.

We continue to engage

withsuppliers to ensure

sustainability data and the

long-term decarbonisation

of their products is

considered as part of the

ongoing development of

thecustomer proposition.

3. Emerging regulation and compliance costs Short- and medium-term risk

The UK and other national governments may

introduce additional regulations to support the

climate transition. Examples of regulations include

additional sustainability reporting requirements,

emissions trading schemes and energy management

initiatives.

Moderate impact

Diverging approaches could lead

toadditional compliance costs. Our

compliance, assurance and operational

costs may increase to respond to new

and emerging regulation.

Carbon costs through our supply chain

may increase costs.

We establish working

groups with representatives

from each operating

company to coordinate

approaches and identify

opportunities for

efficiencies.

Short-term

3 years

Aligned with our viability review

period.

Medium-term

4-10 years

Aligned with our medium-term

carbon reduction targets.

Long-term

10 years +

Longer-term view aligned with

national carbon commitments.

SIG Annual Report and Accounts 2025

Physical risk Impact Mitigation

1. Climate-related working conditions for our

workers and construction sector

Medium- and long-term

Labour productivity may be impacted because

ofextreme heat, impacting working patterns in

theconstruction sector. Local governments may

restrict outside or manual work during heatwaves.

Moderate impact

There could be an impact on cash flow

because in summer months fixed

costs remain despite lower demand.

Seasonal extreme weather could

impact our ability to forecast sales

inour roofing businesses.

We would expect the

construction sector to

adapt working hours.

2. Extreme weather events impacting

productsupply

Long-term

Supply chain disruptions, including product

shortages or logistics, may be caused by more

frequent and intense weather events. During the year,

we reviewed the climate change risk assessments

ofkey manufacturers and found the overall risk to

below for their European operations.

Major impact

The impact of droughts or extreme

rainfall may lead to product shortages

or delays in our upstream logistics

overthe longer-term. This has been

assessed as lower likelihood.

We have a diversified

supply chain and could

identify new supply routes

in the event of product

shortages.

3. Extreme weather impacting our branches Medium- and long-term

Flooding may damage our branches. We could

beexposed to flooding and other precipitation

eventsdue to severe rain and storms. In 2024,

wecompleted a detailed review of physical climate

risks on a branch level basis.

Moderate impact

Insurance premiums may increase

orbecome commercially unviable as

climate risks materialise. Asset values

may reduce.

Disaster recovery plans

include processes to follow

after a flooding event.

Our climate-related opportunities

1. Responding to regulations to improve the energy performance of buildings

Regulations to improve the sustainability or energy efficiency of buildings presents an opportunity for our business. A growth in

theretrofit market could lead to increased revenue for insulation and other energy-efficiency products. There are also potential

commercial opportunities resulting in an increased demand for data-driven technical advice on the carbon performance of specific

products. SIG offers a number of product solutions to achieve energy efficiency and decarbonisation of building construction.

2. Growth of new and sustainable products

Several of our products will support the built environment by providing more sustainable product options. In France and

Benelux, we have published papers summarising products that have been introduced to the market with bio-based materials

orproducts with lower embodied carbon because the manufacturing process has been electrified. We are partnering with

ournetwork and customer bases to bring new sustainable products to market, see page 22 for more information.

Impact on strategy and financial planning

The climate-related risks and opportunities have the potential to impact our business, strategy and financial planning.

Going concern and

long-term viability

We consider the impact of climate change in our going concern assessment. The current

conclusion is that there is no significant risk of climate change causing a downturn in cash

flows across the Group over the period of our viability assessment.

Decarbonisation and

investment into fleet

We have an annual budget process that includes investments into lower-carbon technology.

During 2025, we evaluated the most viable fleet decarbonisation pathways for each business.

We expect to selectively pilot several lower carbon technologies, before potentially increasing

deployment of electric or alternative fuel HGVs from 2030. We do not have any investment

inresearch and development due to our business model.

Adaptation actions and

operating expenses

We continue to work with our landlords and local council to ensure that flooding risks are

considered and mitigated.

Products and services We work with supply chain partners to align our products to customer demands, including

offering lower-carbon alternatives. In the UK, we have continued to support the wider sector

byoffering training sessions for roofers to install solar panels.

SIG Annual Report and Accounts 2025

Strategic report Governance Financials

Sustainability review

Task Force on Climate-related Financial Disclosures (TCFD)

Climate resilience assessment

In 2024, we assessed the impact of climate change at branch level across our operating countries. This year, we performed

adesktop review of the climate risks and opportunities identified by our suppliers in their climate risk disclosures. Our suppliers

identified common risks, including severe weather events leading to business interruptions, and emerging regulations leading

toincreased costs.

Overall, our suppliers found that while severe weather events could affect operations, the risk is comparatively low in Europe,

where most of our goods are sourced. Our suppliers have energy-intensive manufacturing processes and can be exposed to

the increasing cost of carbon or energy costs. These findings informed our climate risk assessment in 2025.

In line with regulatory requirements, we have assessed our climate resilience using publicly available scenarios from the IEA

andthe Network For Greening the Financial System (“the climate scenarios”). We have selected the scenarios to provide a

contrasting perspective to consider a below 2°C aligned scenario and a scenario with greater physical risks of climate change.

There are limitations with this approach – the climate scenarios may not provide data with sufficient granularity as data sets are

at a global or regional scale. We have considered different data sets for the transition and physical risks due to the relevance of

their impacts on our business. Net Zero Emissions by 2050 (“NZE”) assumes at least a 50% chance of limiting global warming

to below 1.5°C by 2100. Physical risks are relatively low, but transition risks are increased, with a rapid increase in renewable

electricity from 2030, and additional carbon price mechanisms introduced. Net Zero Emissions Not Achieved (“Stated Policies”)

assumes increased emissions until 2080, leading to over 3°C of global warming by 2100. There are increased physical risks.

Only current climate policies are considered within the climate scenario. Further explanation of the climate scenarios is included

in our 2024 ARA page 48.

In this section of the report, we highlight the material risks based on the scenario analysis and highlight any additional impacts

or resilience strategies considered.

Net Zero Emissions by 2050

Our analysis shows we have a moderate risk exposure in the medium-term. The table summarises the risks with the greatest

impact in the Net Zero Emission scenario.

Climate-related risks

oropportunities Impact in scenario Impact on strategy and resilience

Decarbonisation

ofour fleet

Investment is required to decarbonise our fleet,

including heavy-duty vehicles, with oil expected

to be the dominant fuel for the transport sector

until early 2030 in this scenario. We expect that

we may transition our fleet of HGVs to electric

commencing from 2030 onwards, supported

by trials of emerging technology in the

short-term.

The decarbonisation of our fleet is a viable

strategy, assuming there is a reasonable period

to make the investments required. If the

transition period was shortened further, for

example by government regulation, there may

be a negative impact on short-term operational

and financial performance due to the lack of

viable alternative low-carbon transport options

or high costs compared to fossil fuel alternatives.

Emerging regulation

impacting product

carbon and

environmental

performance

We expect additional regulation could impact

our business or change the product mix sold

inour operating markets. An increased carbon

tax, for example on carbon-intensive products,

would increase our costs. Changes to

legislation related to products relies on

compliance from supply chain partners.

Emerging regulation may impact suppliers

ofcarbon-intensive products, for example

additional carbon taxes, that lead to cost

increases. Our ongoing forecast and budget

process will capture this.

SIG Annual Report and Accounts 2025

Net Zero Emissions Not Achieved

Our analysis shows we have a moderate risk exposure in the medium- to long-term. The table summarises the risks with the

greatest impact in the Net Zero Emissions Not Achieved scenario.

Climate-related risks

oropportunities Impact in scenario Impact on strategy and resilience

Decarbonisation of

our fleet

There would also be slower advancements

andcommercialisation of electric heavy-duty

vehicles and the availability of other alternative

fuel vehicles. The current charging infrastructure

in our operating countries would not be

sufficient to meet the logistic requirements

ofour business.

Our fleet replacement would be slower in this

scenario due to current availability of technology,

infrastructure availability and commercially

unviable costs.

Branch impact from

climate change

The impact of climate change, due to extreme

weather and heat, is expected to be greater

inthis scenario. For example, periods of heavy

rain could increase the risk of flooding. The

climate scenarios show the greatest increase

inheavy rainfall across our operating locations

is expected in the south of Poland.

We can temporarily service customers

fromother locations in the event of flooding.

Overall resilience of our business model

Pages 28 and 29 summarise our climate-related risks and the mitigations in place to reduce the residual risk to an

acceptableand low level. The removal of fossil fuels from our vehicle fleet remains the greatest risk within the climate-related

risk assessment. There are limited commercially and operationally viable alternatives to diesel heavy-duty vehicles, but we

expect there to be improvements to low-carbon alternatives in the medium-term, if supported by policy incentives and cost

reductions. The Group’s long-term strategic objectives support the delivery of our sustainability objectives. We expect there

tobe opportunities from the transition to a lower-carbon economy, including an increased demand for products that improve

the energy efficiency of buildings.

Metrics and targets

The table below shows the key metrics that are monitored to manage climate-related risks. GHG emissions and the mix

ofvehicles by fuel type are reviewed monthly against budget and prior performance. On a bi-annual basis, there is an update

on sustainability performance to the Audit & Risk Committee.

Where the metrics are reported externally, we have included prior-year comparison.

Metric Description Use Linked to risk or opportunity

Scope 1, 2 and

limited Scope 3

emissions

Full methodology and reporting

boundary is included on page 20

and aligns to the GHG protocol.

We completed a full Scope 3

assessment in 2023. Our Scope3

assessment was updated for most

operating companies in 2025.

Reported on pages 20 and 21.

Reviewed monthly against budget

and prior performance.

Bi-annual update on performance

to Audit & Risk Committee

Decarbonisation of

ourfleet.

Energy

consumption

We report total energy consumed

in our energy and carbon report

on page 21.

Reported on page 21. Energy management

and infrastructure.

Vehicles by fuel type We review the proportion of

electric and alternative fuel

vehicles in our fleet.

Reviewed monthly against budget

and prior performance.

Biannual update on performance

to Audit & Risk Committee

Decarbonisation

ofourfleet.

During the year, we had an ESG objective and underpin within executive remuneration, with the details on pages 83 and 102.

We do not have an internal carbon price but have reviewed potential future carbon prices in our scenario analysis.

Targets

Our new carbon reduction targets can be seen on page 32.

SIG Annual Report and Accounts 2025

Strategic report Governance Financials

Updated sustainability

focus areas

Sustainability review

In 2024, we performed a materiality assessment with the support of a third-party sustainability specialist. The approach

isaligned with the reporting standards and guidance in the European Sustainability Reporting Standards.

While we are not required to report under the Corporate Sustainability Reporting Directive this financial year, the outcome

ofthematerial assessment has identified priority topics, and supports our environmental, social and governance strategy.

Themateriality assessment was informed by interviews held with external and internal stakeholders, as well as a survey sent

toa wide range of stakeholders across all operating companies in the European Union.

For 2026 and beyond, we are updating our sustainability focus areas based on the materiality assessment, as set out below.

The operating companies will have the autonomy to address local opportunities and requirements, reflecting our federated model.

Focus area Link to material topics

Decarbonising our

operations

We aim to reduce our operational GHG including Scope 1, 2

and business travel.

Supported by interim targets:

– 50% reduction by 2035

compared to 2021 base year

We aim to meet net zero emissions before 2050.

– Climate change

Health and safety

leader in our sector

We aim to ensure that everyone associated with our

business comes home safe and well every day.

– Health and safety

Employer of choice

in our sector

We strive to be the employer of choice within the building

distribution sector.

Continuing focus area

Supporting

sustainable and

lower carbon

products

We will work with our supply chain to:

– Improve the availability of information related to the

environmental performance of products, for example,

through environmental product declarations.

– Distribute products with lower embodied carbon

orothersustainability attributes.

– Sustainable

products

Responsible

sourcing

We will align with evolving UK and EU regulations

toshapeour responsible sourcing practices.

– Legal compliance

– Product safety

1. We have defined reaching net zero as reducing emissions by at least 90% and neutralising any residual emissions.

2. While employee engagement was not identified as a material topic, it continues to be a core focus areas.

3. Sustainability attributes may include products contributing to energy efficiency of buildings, products produced with less carbon, renewable energy technologies,

andproducts with recycled or bio-based materials.

SIG Annual Report and Accounts 2025

Group Non-Financial and

Sustainability Information

Statement

SIG is committed to socially responsible business practices for our shareholders, employees, customers and suppliers.

This section constitutes SIG plc’s non-financial information statement and is produced to comply with Sections 414A and 414B

of the Companies Act 2006.

In compliance with the Non-Financial Reporting Directive, the table below summarises the requirements and, where relevant,

information can be found within the Annual Report and Accounts.

Further information on our sustainability policies and corporate responsibility can be found on our website.

Reporting requirement Relevant policies Where to find more information

Environmental

matters

– Group Sustainability Policy Sustainability commitments (pages 16 to 25)

Climate-related disclosures (pages 26 to 31)

Employees and

social matters

– Code of Conduct

– Diversity, Equality and Inclusion (“DEI”) Policy

– Health and Safety Policy

– Health and Wellbeing Policy

– Modern Slavery Statement

People commitment (pages 24 to 25)

Board diversity (pages 25 and 52)

Employee engagement (page 24)

Health and safety (page 23)

Human rights – Code of Conduct

– Modern Slavery Policy

– Ethical Trading and Human Rights Policy

People commitment (pages 24 to 25)

Stakeholder engagement (pages 58 to 59)

Anti-bribery and

corruption

– Anti-bribery and Corruption Policy

– Whistleblowing Policy

– Payment Practices

Governance (pages 50 to 108)

Description of

business model

Business model and strategy (pages 12 to 15)

Policy, due diligence

and outcomes

Policies are listed above and on our website

Non-financial KPIs Key performance indicators (page 34)

Principal risks and

uncertainties

Principal risks (pages 46 to 49)

UK Climate-related

financial disclosures

Climate-related disclosures (pages 26 to 31)

SIG Annual Report and Accounts 2025

Strategic report Governance Financials

Key performance indicators

How we performed

The Group’s key performance indicators (KPIs) are used by

the Board and Executive Management to assess the Group’s

progress against strategic objectives and to monitor the overall

performance of the business. The KPIs include a balanced

setof financial and non-financial measures, reflecting both the

Group’s financial outcomes and the operational, people and

sustainability factors that indicate the delivery of the Group’s

strategy over time.

Lost time injury

frequency rate

2025

7.8

7.7

2024

7.7

2023

7.8

Definition

The ratio of any injury to an employee

(includinga contractor) resulting in any

losttimeper 1,000,000 hours worked –

ona12-month rolling basis.

2025 performance

In 2025, our headline LTIFR increased slightly

from 7.7 to 7.8, under our new rebased measure,

which is defined on page 23. Ourongoing

initiatives include strengthening our health and

safety induction training for new employees.

Link to risks

– Health and safety

– Attract, recruit and retain our people

– Environmental, social and governance

Link to remuneration

Health and safety measures in annual

bonusscheme.

GHG emissions per

£m of revenue

(metric tonnes)

2025

16.3

16.9

2024

17.1

2023

16.3

Definition

Metric tonnes of GHG emissions per £m

ofrevenue.

2025 performance

In 2025 we have further lowered our emissions

to 16.3 metric tonnes per £m of revenue, from

16.9 in 2024. This has been driven by our 1%

reduction in net zero carbon emissions, due

toincremental improvement in fleet efficiency.

Link to risks

– Environmental, social and governance

– Legal or regulatory compliance

Link to remuneration

Improving carbon emissions is included

inthe personal objectives of certain

seniormanagement.

Employee engagement

result

(eNPS)

2025

2024

+14

2023

Definition

eNPS is an employee experience metric

based on their likelihood to recommend

SIGas an employer.

2025 performance

Our eNPS employee engagement score

hasremained steady year on year, in positive

territory. This result is despite the impact

ofchallenging market conditions and

restructuring initiatives across the Group.

Health, Safety and Wellbeing remains the

highest scoring index from our Employee

Engagement Survey.

Link to risks

– Health and safety

– Attract, recruit and retain our people

– Environmental, social and governance

Link to remuneration

Employee engagement progress forms

partof the personal objectives of senior

management.

Non-financial KPIs

SIG Annual Report and Accounts 2025

Like-for-like sales

(%)

2025

(4)

(2)

2024

2023

Definition

The growth or decline in sales per day

(inconstant currency) excluding any current

and prior year acquisitions. Sales are also

adjusted for branch openings or closures.

See page 180 for the calculation.

2025 performance

Challenging market conditions, and pricing

pressure offset market share gains to result

in flat LFL sales. Relative to the market,

thesales result was robust, supported

bycontinued strong execution.

Link to risks

– Macroeconomic uncertainty

– Attract, recruit and retain our people

– Change management

Link to remuneration

Profit measures in annual bonus scheme.

Gross margin

(%)

2025

24.2

24.5

2024

25.3

2023

24.2%

Definition

The calculation of underlying gross profit

divided by underlying revenue. Underlying

revenue and gross profit represents amounts

from continuing operations excluding amounts

from non-core businesses and Other items,

as shown on the Consolidated income

statement.

2025 performance

The reduction in gross margin was due

tocontinued pricing pressure as a result

ofthe weak demand environment. The

businesses continue to manage these

dynamics effectively.

Link to risks

– Macroeconomic uncertainty

– Data quality and governance

– Digitalisation

– Change management

Link to remuneration

Profit measures in annual bonus scheme.

Operational margin

(%)

2025

1.2

1.0

2024

1.9

2023

1.2%

Definition

The ratio of underlying operating profit

divided by underlying revenue. Underlying

operating profit represents operating profit

from continuing operations excluding

amounts from non-core businesses and

Other items. See page 181 for the calculation.

2025 performance

Operating margin result driven by broadly

flatsales volumes and price deflation

inweaker markets, leading to underlying

operating profit of £32.1m, up from £25.1m

in2024. This included mitigation through

amaterial reduction in underlying operating

costs, much of it driven by restructuring.

Link to risks

– Macroeconomic uncertainty

– Attract, recruit and retain our people

– Digitalisation

– Change management

Link to remuneration

Profit measures in annual bonus scheme.

Average trade working

capital to sales ratio

(%)

2025

12.9

13.9

2024

14.3

2023

12.9%

Definition

The average closing trade working capital

balance of each calendar month of the

year,divided by underlying revenue. Trade

working capital includes net stock, net

tradereceivables, gross trade creditors

andsupplier rebates due.

2025 performance

Further incremental improvement in 2025

which highlights continuing balance sheet

discipline against a backdrop of prolonged

challenging market conditions.

Link to risks

– Macroeconomic uncertainty

– Change management

Link to remuneration

Included in operating company annual

bonus schemes.

Financial KPIs

SIG Annual Report and Accounts 2025

Strategic report Governance Financials

Financial review

Continued financial discipline

The Group again managed effectively the impact of challenging

market conditions during 2025. At an underlying profit level, the

effects of continuing subdued demand and marginally falling

prices were more than mitigated by significant cost reduction,

including ongoing restructuring and productivity initiatives, and

solid progress on working capital initiatives. These actions also

position the business to deliver a step-up in profitability and

cashgeneration when markets return to growth. The Group has

maintained robust liquidity and continued to invest in support of

its commercial initiatives, enabling the businesses to outperform

their local markets.

Revenue

Group revenue of £2,591.0m (2024: £2,611.8m) was 1% lower

on a reported basis, including a net 1% negative impact from

the combined effect of exchange rates, the number of working

days, and branch closures and openings during the year.

LFL revenues, which are adjusted to exclude the impact of

branch closures and openings, were flat year-on-year. Within

this, the impact of sales price deflation was approximately 1%.

Operating costs and profit

Gross profit decreased 2.0% to £627.1m (2024: £640.0m) at

agross profit margin of 24.2% (2024: 24.5%). The reduction

ingross margin reflects greater than normal pricing pressure

as a result of the weak demand environment.

The Group’s operating costs decreased by 3.2% to £595.0m

(2024: £614.9m). The decrease was primarily due to savings

initiatives, including restructuring actions taken from H2 2023

onwards, partially offset by inflation, with the biggest impact

ofthe latter being on wages and salaries. Operating costs in

the year also benefited from £3.5m profit on the sale of

properties in France Roofing and Poland.

The Group’s underlying operating profit increased to £32.1m

(2024: £25.1m), at an operating margin of 1.2% (2024: 1.0%).

The reported operating loss was £9.4m (2024: £3.8m) after

Other items of £41.5m (2024: £28.9m). Other items includes

£23.4m impairment of goodwill and intangibles relating to

Miers and other former UK Specialist Markets businesses,

£6.3m impairment of right-of-use assets in the UK Interiors

business, £9.0m restructuring costs and £1.3m of ERP

implementation costs.

Actions taken have improved

profitability and cash performance

despite challenging market conditions.”

Ian Ashton

Chief Financial Officer

Revenue

£2,591.0m

2024: £ 2,611.8 m

Gross margin

24.2%

2024: 24.5%

Net debt

£518.2m

20 24: £4 97.3 m

Underlying operating profit

£32.1m

2024: £ 25.1m

SIG Annual Report and Accounts 2025

Segmental analysis

Revenue

2025

£m

Revenue

restated

2024

£m

LFL sales

vs 2024

Underlying

operating

profit

2025

£m

Underlying

operating

profit restated

2024

£m

UK Interiors 673.1 665.0 3% 7.7 0.6

UK Roofing 453.4 448.7 2% 14.3 13.9

UK 1,126. 5 1,113.7 2% 22.0 14.5

Following a change in the UK management structure announced in November 2025, we now report two segments in the UK,

with the various Specialist Markets businesses separated out and reported within Interiors and Roofing. The 2024 segmental

information has been restated in order to present it on a consistent basis with the 2025 numbers.

Revenue in UK Interiors, a specialist insulation, interiors and construction accessories distribution business, increased 1%

to£673.1m (2024: £665.0m). LFL revenue was up 3% year-on-year, with the business outperforming the market. The increase

in revenue and good progress on operating cost reductions, which were only partially offset by the impact of pricing pressure

on the gross margin, resulted in the business reporting an improved profit of £7.7m (2024: £0.6m). The Insulation and Drylining

business that forms the majority of UK Interiors had a particularly strong year from a sales perspective, growing 8% LFL in H1,

3% in H2, and 5% for the full year. Its resulting turnaround in profit was the driver of the profit improvement in UK Interiors as

awhole.

Revenue in UK Roofing, a specialist roofing merchant, which now also includes our Building Solutions business, increased 1%

to £453.4m (2024: £448.7m), with LFL revenue up 2%. This was despite a weak market, and was driven by the business’s

successful execution of its multi-year programme of business development and growth initiatives. Operating margin was stable,

and this resulted in an operating profit of £14.3m (2024: £13.9m).

France

Revenue

2025

£m

Revenue

2024

£m

LFL sales

vs 2024

Underlying

operating

profit

2025

£m

Underlying

operating

profit

2024

£m

France Interiors 189.9 200.4 (6)% 4.8 6.2

France Roofing 388.4 410.1 (5)% 9.7 8.0

France 578.3 610.5 (5)% 14.5 14.2

France Interiors, a structural insulation and interiors business trading as LiTT, saw reported revenue decrease by 5% to

£189.9m (2024: £200.4m), and by 6% on a LFL basis. This was driven by lower market demand, particularly in the new build

residential segment. The revenue decline, coupled with increased margin pressure, resulted in a £1.4m decrease in underlying

operating profit to £4.8m (2024: £6.2m).

Revenue in France Roofing, a specialist roofing business trading as Larivière, decreased by 5% to £388.4m (2024: £410.1m),

and also by 5% on a LFL basis. Demand and volumes were lower due to continued softening of the new build market and

inputprice deflation. The decreases in revenue and gross margin were more than offset by reduced operating costs and also

£3.0m of profit on the disposal of certain properties, resulting in an operating profit increase of £1.7m to £9.7m (2024: £8.0m).

Germany

Revenue

2025

£m

Revenue

2024

£m

LFL sales

vs 2024

Underlying

operating

profit

2025

£m

Underlying

operating

profit

2024

£m

432.5 438.5 (3)% 1.3 4.7

Revenue in Wego/Vti, our specialist insulation and interiors distribution business in Germany, decreased 1% to £432.5m

(2024:£438.5m). LFL revenue decreased 3%, though the business outperformed a soft overall market. Gross margin

percentage remained stable year-on-year, whilst operating costs increased marginally, with inflation being mostly offset

bycostsavings, resulting in lower operating profit of £1.3m (2024: £4.7m).

SIG Annual Report and Accounts 2025

Strategic report Governance Financials

Poland

Revenue

2025

£m

Revenue

2024

£m

LFL sales

vs 2024

Underlying

operating

profit

2025

£m

Underlying

operating

profit

2024

£m

260.5 241.4 5% 4.0 4.6

In our Polish business, a market-leading distributor of insulation and interiors products, revenue increased to £260.5m

(2024:£241.4m), representing an 8% increase on a reported basis and 5% on a LFL basis. The impact of a weak market

wasmore than offset by further improvements in our market position. However, the impact of this sales growth was more

thanoffset by pricing pressure and operating cost inflation, resulting in lower operating profit of £4.0m (2024: £4.6m).

Benelux

Revenue

2025

£m

Revenue

2024

£m

LFL sales

vs 2024

Underlying

operating

(loss)

2025

£m

Underlying

operating

(loss)

2024

£m

91.6 103.6 2% (1.3) (4.5)

Reported revenue from the Group’s business in Benelux decreased to £91.6m (2024: £103.6m) with a c13% impact from the

strategic decision to close seven branches in late 2024. LFL revenue, adjusted for these branch closures, wasup 2%, helped

byan inflationary tailwind. Gross margin improved due to favourable product mix in the remaining branches. Theclosures

generated material operating cost savings, resulting in a lower underlying operating loss of £1.3m (2024: loss of£4.5m).

Ireland

Revenue

2025

£m

Revenue

2024

£m

LFL sales

vs 2024

Underlying

operating

profit

2025

£m

Underlying

operating

profit

2024

£m

101.6 104.1 (3)% 2.7 3.3

Our business in Ireland comprises a specialist distributor of interiors and exteriors, and three separate specialist contracting

businesses offering office fit-out, industrial infrastructure coatings services and kitchen/bathroom interiors fit-out. Revenue

decreased by 2% to £101.6m (2024: £104.1m), and by 3% on a LFL basis, driven by a deterioration in the market in H2.

This,coupled with operating cost inflation, resulted in reduced operating profit of £2.7m (2024: £3.3m).

Reconciliation of underlying to statutory result

Other items, being items excluded from underlying results, amounted to a charge of £41.7m for the year (2024: £30.5m) on a

pre-tax basis and are summarised in the table below:

2025

£m

2024

£m

Underlying loss before tax (20.0) (14.3)

Other items – impacting profit before tax:

Amortisation of acquired intangibles (2.1) (2.1)

Impairment charges (29.7) (7. 3)

Cloud-based ERP implementation costs (1.3) (1.0)

Net restructuring costs (9.0) (13.4)

Costs associated with refinancing – (3.9)

Other specific items 0.6 (1.2)

Non-underlying finance costs (0.2) (1.6)

Total Other items (41.7) (30.5)

Statutory loss before tax (61.7) (44.8)

Financial review

SIG Annual Report and Accounts 2025

Other items are disclosed separately in order to provide a better indication of the underlying earnings of the Group. Further

details of other items in 2025 are as follows:

– Non-cash impairment charges in the year relate to right-of-use asset impairment in the UK Interiors business (£6.3m) and

impairment ofgoodwill and other intangible assets in the Miers and other former UK Specialist Markets businesses (£23.4m),

as a result ofareduction in future cash flow forecasts due to continued challenging market conditions.

– Net restructuring costs in the year comprised £2.8m of redundancy and related staff costs and £6.2m of branch closure

costs. The latter includes £4.2m non-cash impairment of right-of-use assets and tangible fixed assets, of which £3.5m relates

to ahead office property which is no longer being fully occupied by the Group, offset by £1.1m gain on lease terminations,

allrelated to restructuring across the Group.

– Cloud based ERP implementation costs relate to project configuration and customisation costs associated with strategic

cloud computing arrangements, which are expensed, rather than being capitalised as intangible assets.

– Other specific items comprised income relating to an investment property no longer in use by the Group and other credits

relating to the finalisation of amounts included in previous years.

Taxation

The effective tax rate for the Group on the total loss before tax of £61.7m (2024: £44.8m loss) is a “negative tax rate” of 3.9%

(2024: negative 8.5%).

The tax charge for the year of £2.4m is related to taxable profits made in the majority of our EU markets. Tax losses in the UK

andBenelux, which cannot be surrendered or utilised cross border, are not currently recognised as deferred tax assets, and

this impacts the effective tax rate. Due to a reduction of the profit before tax in the overseas operating companies and the

ongoing losses in the UK, the Group has generated an overall loss before tax which, alongside the positive P&L tax charge in

the overseas operating companies, has resulted in the negative effective tax rate.

In accordance with UK legislation, the Group publishes an annual tax strategy, which is available on our website

(www.sigplc.com).

Pensions

The Group operates a number of pension schemes, four of which provide defined benefits based upon pensionable salary.

One of these schemes, in the UK, has assets held in a separate trustee administered fund, and three are overseas book

reserve schemes. The largest defined benefit pension scheme is the UK scheme, which was closed to further accrual in 2016.

The Group’s total pension charge for the year, including amounts charged to interest after Other items, was £7.5m (2024:

£8.3m), of which a charge of £1.0m (2024: £1.1m) related to defined benefit pension schemes and £6.5m (2024: £7.2m) related

to defined contribution schemes.

The total net liability in relation to defined benefit pension schemes at 31 December 2025 was £16.4m (2024: £18.2m).

Thelatest triennial actuarial valuation of the UK scheme was as at 31 December 2022 and was concluded in March 2024.

Thescheme remains well funded. The next triennial valuation as at 31 December 2025 has recently commenced.

Financial position

Overall, the net assets of the Group decreased by £59.3m to £120.5m (2024: £179.8m), with a cash position at year end of

£81.3m (2024: £87.4m) and net debt of £518.2m (2024: £497.3m), which includes net lease liabilities of £323.3m (2024: £321.4m).

Excluding lease liabilities net debt was £194.9m (2024: £175.9m).

The movement in net debt mainly reflects the movement in cash noted below. Net lease liabilities increased by £1.9m in the

year, including an unfavourable currency impact.

SIG Annual Report and Accounts 2025

Strategic report Governance Financials

Cash flow

2025

£m

2024

£m

Underlying operating profit 32 .1 25.1

Add back: Depreciation 77.4 78.9

Add back: Amortisation 0.7 1.2

Underlying EBITDA 110. 2 105.2

Decrease/(increase) in working capital 28.5 (6.6)

Repayment of lease liabilities (70.0) (67.5)

Capital expenditure (16.0) (16.1)

Other (0.7) 2.2

Operating cash flow pre exceptional items

52.0 17. 2

Cash exceptional items (9.3) (13.0)

Operating cash flow

42.7 4.2

Interest and financing (51.2) (34.8)

Tax (3.5) (8.0)

Free cash flow

(12.0) (38.6)

Acquisitions and investments – (8.4)

(Repayment)/drawdown of debt (0.8) 7. 3

Total cash flow (12.8) (39.7)

Cash and cash equivalents at beginning of the year

87.4 132.2

Effect of foreign exchange rate changes 6.7 (5.1)

Cash and cash equivalents at end of the year

81.3 87.4

1. Operating cash flow represents free cash flow before interest and financing and tax. Free cash flow is defined as all cash flows excluding M&A transactions, dividend

payments, and financing transactions.

2. Cash and cash equivalents at 31 December 2025 comprise cash at bank and on hand of £81.3m (2024: £87.4m) less bank overdrafts of £nil (2024: £nil).

During the period, the Group delivered £52.0m of operating cash flow before exceptional cash spend, which represents a 162%

conversion of the underlying operating profit. Post exceptional cash, the conversion was 133%. The higher profit in the year and

continued working capital discipline were the key drivers of higher year-on-year operating cash flow, partially offset by slightly

higher lease repayments. The Group reported a free cash outflow of £12.0m (2024: £38.6m). This improvement versus the prior

year resulted from the improved operating cash flow, partially offset by the increased interest payments following the refinancing

in October 2024.

Capex during the year was £16.0m (2024: £16.1m).

“Other” in the cash flow includes payments to the Employee Benefit Trust of £1.7m (2024: £0.8m) to fund share plans, £2.5m

payment to the defined benefit pension scheme in the UK, add back of non-cash P&L items, provision movements, and

proceeds on sale of property, plant and equipment. Cash exceptional items are those that are related to “Other items” in

theConsolidated income statement, and include restructuring costs and ERP implementation costs.

Financing and funding

The Group’s debt funding comprises €300m of 9.75% and €13.5m of 5.25% fixed rate secured notes, maturing in October 2029

and November 2026 respectively, and an RCF of £90m which matures in April 2029. The secured notes are subject to

incurrence-based covenants only. The RCF has a leverage maintenance covenant that was set at 6.5x for 2025, and is set

at5.5x for 2026 and 5.0x thereafter, all of which only apply if the facility is over 40% drawn at a quarter end reporting date.

TheRCF was undrawn throughout 2025, and remains undrawn at the date of this report.

Financial review

SIG Annual Report and Accounts 2025

The Group’s liquidity position remained robust throughout 2025, and at the end of the period stood at £171m, consisting

ofcash of £81m and the £90m undrawn RCF noted above.

2025

£m

2024

£m

Cash and cash equivalents at end of the year 81.3 87.4

Undrawn RCF at end of the year 90.0 90.0

Liquidity 171.3 177. 4

Net debt 518.2 497. 3

Leverage 4.7x 4.7x

Going concern

The Group closely monitors its funding position throughout the year, including monitoring compliance with covenants and

available facilities to ensure it has sufficient headroom to fund operations.

The Group’s financing facilities comprise €300m fixed rate secured notes, due October 2029, €13.5m fixed rate secured notes,

due November 2026, and a £90m RCF that expires in April 2029. One of the trading businesses also has a £0.5m bank loan

repayable over the period to June 2026. The secured notes are subject to incurrence-based covenants only, and the RCF has

aleverage maintenance covenant which is only effective if the facility is over 40% (i.e. £36m) drawn at a quarter end reporting

date. The RCF was undrawn at 31 December 2025 and remains undrawn at the date of this report.

The Group has adequate available liquidity and on the basis of current forecasts is expected to remain in compliance with

allbanking covenants throughout the forecast period to 31 March 2027 (“the going concern period”).

The Directors have considered the Group’s forecasts which support the view that the Group will be able to continue to operate

within its banking facilities and comply with its banking covenants. The Directors have considered the following principal

risksand uncertainties that could potentially impact the Group’s ability to fund its future activities and adhere to its banking

covenants, including:

– prolonged challenging trading conditions in the Group’s larger businesses, leading to lower volumes;

– pricing pressure on sales and modest net input cost deflation; and

– current economic and political uncertainties, potentially further impacting market demand.

The forecasts on which the going concern assessment is based have been subject to sensitivity analysis and stress testing

toassess the impact of the above risks and the Directors have also reviewed mitigating actions that could be taken. Following

two years of market-driven downturn in 2023 and 2024, with LFL revenue declines of 2% and 4% respectively, subdued

demand persisted across the Group’s markets in 2025, with demand remaining well below historical levels and markets

experiencing longer than anticipated delays to the start of meaningful recovery, resulting in flat LFL revenue for the year.

Continued market uncertainty, alongside market share gains, is reflected in the base forecasts for 2026. Further progress is

also expected on working capital. A severe but plausible downside scenario has been modelled, which factors in a reduction

inrevenue from the base forecast (and a reduction from the 2025 actual revenue), together with a reduction in gross margin,

and results in a 61% reduction in underlying operating profit from the base forecast for the 12 months to 31 March 2027.

Certain mitigations are also included, for example delaying planned headcount increases, reducing discretionary spend and

delaying non-essential capital expenditure. Under this scenario the analysis shows that sufficient cash would be available

without triggering a breach of the leverage covenant at a relevant quarter end date.

Reverse stress testing has also been performed, which shows that the Group could withstand up to an 8% reduction in revenue

from the severe but plausible downside scenario for the nine months to the forecast liquidity low point of 30 September 2026,

or up to a 14% reduction for the 12 months to 31 March 2027, before triggering a covenant breach. Up to £90m RCF is

available to meet working capital requirements during the month, providing this is reduced to £36m before the quarter end

dateif the leverage covenant is expected to be breached. Further cash phasing mitigations would also be available to avoid

therequirement to draw over £36m at a quarter end date if required.

The Directors have considered the impact of climate-related matters on the going concern assessment and this is not

expectedto have a significant impact on the Group’s going concern assessment to 31 March 2027.

On consideration of the above, the Directors believe that the Group has adequate resources to continue in operational

existence for the forecast period to 31 March 2027 and the Directors therefore consider it is appropriate to adopt the going

concern basis in preparing the 2025 Consolidated financial statements.

SIG Annual Report and Accounts 2025

Strategic report Governance Financials

Viability statement

In accordance with provision 31 of the 2024 UK Corporate

Governance Code (“the Code”), the Directors have undertaken

an assessment of the viability of the Group, having given

dueconsideration to the Group’s ability to meet its liabilities

as they fall due and taking into account the Group’s current

position.

The Directors confirm that they have also performed a

robustassessment of the principal risks facing the Group,

including those that would threaten its business model,

futureperformance, solvency or liquidity. Details of the risk

identification and management process and a description

ofthe principal risks and uncertainties facing the Group

areincluded in this Strategic report on pages 46 to 49.

TheDirectors believe the Group is well placed to manage

these risks successfully.

The Board has determined that a three-year period to

31December 2028 is the most appropriate period of

assessment. Whilst the Board has no reason to believe the

Group will not remain viable over a longer period, three years

has been chosen as this aligns with the Group’s medium-

term planning process and is considered the period over

which it has reasonable visibility of the market and industry

characteristics to be able to develop reasonable forecasting

assumptions and perform a realistic viability assessment.

The assessment and key assumptions

The Group has committed facilities in place until 2029,

comprising €300m fixed rate secured notes and the £90m

RCF, together with €13.5m secured notes due November

2026. The secured notes are subject to incurrence-based

covenants only, and the RCF has a leverage maintenance

covenant set at 6.5x in 2025 (and therefore no longer

applicable), 5.5x in 2026 and 5.0x from March 2027 onwards,

which only applies if the facility is over 40% drawn (i.e. over

£36m) at a quarter-end reporting date. The Group had a

strong liquidity position at 31 December 2025 despite the

continued weak markets experienced during the year, with

cash of £81.3m and the £90m RCF, which was undrawn

throughout 2025 and remains undrawn at the date of

thisreport.

As part of the Group’s financial and strategic planning

process, the Group has prepared financial forecasts for the

three years to 31 December 2028. The process included

adetailed review of the forecasts, led by the Chief Executive

Officer and Chief Financial Officer in conjunction with input

from divisional and functional management, and these

forecasts were reviewed and approved by the Board.

In order to assess the resilience of the Group to threats

posedby the principal risks in severe but plausible scenarios,

the Group’s financial forecasts were subjected to thorough

multi-variant stress and sensitivity analysis together with an

assessment of potential mitigating actions. Under each of

thescenarios considered, the forecasts indicate adequate

headroom during the three-year period.

Following two years of market-driven downturn in 2023 and

2024, with a LFL revenue declines of 2% and 4% respectively,

subdued demand persisted across the Group’s markets in

2025, resulting in flat LFL revenue for the year. Continued

market uncertainty is reflected in the base forecasts for 2026,

alongside expectations of continued market share gains

andfurther progress on working capital. Market recoveries

and ongoing share gains are assumed in 2027 and 2028.

Therepayment of the €13.5m secured notes in November

2026 isalso included in the base forecasts.

A severe but plausible downside scenario has also been

modelled, factoring in a reduction in revenue from the base

forecast for 2026 (and a reduction from the 2025 actual

revenue), followed by reductions from the base forecast in

2027 and 2028, together with reductions in gross margin

each year. These assumptions result in modest revenue

growth in aggregate over the three years versus 2025

revenue, equating on average to 1.7% per annum, and a small

increase in underlying profit over the three years versus 2025,

such that 2028 would be slightly higher than the 2025 result.

The Group would control costs tightly in this downside

scenario to help mitigate the impact to operating profit and

cash flow. These mitigations would include, for example,

delaying planned headcount increases, reducing discretionary

spend and delaying non-essential capital expenditure.

Scenarios

The multi-variant stress and sensitivity analysis included scenarios arising from combinations of the following:

Scenario Link to principal risks and uncertainties

The implications of a challenging economic environment, in particular the potential

impacts of prolonged challenging trading conditions and weak construction

markets, have been modelled by assuming a severe but plausible reduction

inrevenue and gross margins in each of the three years.

– Macroeconomic uncertainty

– Change management

The impact of the competitive environment within which the Group’s businesses

operate and the interaction with the Group’s gross margin has been modelled by

assuming a severe but plausible reduction in revenue and gross margins during

thethree year period.

– Macroeconomic uncertainty

– Change management

Financial review

SIG Annual Report and Accounts 2025

Under this scenario the analysis shows that sufficient cash

would be available without triggering a breach of the leverage

covenant at a relevant quarter end.

To further manage seasonal liquidity low points, or declines

from the severe but plausible downside scenario, considered

under reverse stress testing, the Group has up to £90m RCF

available to meet working capital requirements during the

month, providing this is reduced to £36m before a relevant

quarter end if the leverage covenant is expected to be

breached. Further controllable cash phasing and cost

mitigations would also be available to help mitigate the

requirement to draw over £36m. These would include the

extension of the cost reduction initiatives referenced above

and, for example, the phasing of procurement spend and

payments. Furthermore, the Group has recently announced

afocus on optimising and potentially simplifying the portfolio.

This is with a view to maximising value for all stakeholders

over the medium term, but any progress in this area is also

expected to have a beneficial impact on the Group’s balance

sheet and is therefore a further potential mitigation that could

benefit leverage and liquidity.

The Group’s RCF and secured notes mature in April and

October 2029 respectively. The Group expects to have

aplanin place regarding the refinancing of these facilities

bythe end of the three year viability period.

The Directors have considered the potential impact of

climatechange on the viability assessment. At the current

time, no legislation has been passed that will impact the key

assumptions used in the forecasts and there are no overriding

changes to key assumptions relating to climate change built

into the forecasts. There is not considered to be a significant

risk of climate change causing a significant downturn in cash

flows across the Group over the viability assessment period

and therefore no specific sensitivities relating to climate

change are considered necessary over and above the

scenarios considered above.

After conducting their viability review and taking into account

the Group’s current position and principal risks, the Directors

confirm that 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 three-year period of their

assessment to 31 December 2028.

Cautionary statement

This Strategic report has been prepared to provide the

Company’s shareholders with a fair review of the business

ofthe Group and a description of the principal risks and

uncertainties facing it. It may not be relied upon by anyone,

including the Company’s shareholders, for any other purpose.

This Strategic report and other sections of this report contain

forward-looking statements that are subject to risk factors

including the economic and business circumstances

occurring from time to time in countries and markets in

whichthe Group operates and risk factors associated

withthe building and construction sectors.

By their nature, forward-looking statements involve a number

of risks, uncertainties and assumptions because they relate

toevents and/or depend on circumstances that may or may

not occur in the future and could cause actual results and

outcomes to differ materially from those expressed in or

implied by the forward-looking statements.

No assurance can be given that the forward-looking

statements in this Strategic report will be realised. Statements

about the Directors’ expectations, beliefs, hopes, plans,

intentions and strategies are inherently subject to change

andthey are based on expectations and assumptions as

tofuture events, circumstances and other factors which are

insome cases outside the Group’s control. Actual results

could differ materially from the Group’s current expectations.

It is believed that the expectations set out in these forward-

looking statements are reasonable but they may be affected

by a wide range of variables, which could cause actual

resultsor trends to differ materially, including but not limited

to, changes in risks associated with the level of market

demand, fluctuations in product pricing and changes in

foreign exchange and interest rates.

The forward-looking statements should be read in particular

in the context of the specific risk factors for the Group

identified on pages 46 to 49 of this Strategic report.

The Company’s shareholders are cautioned not to

placeundue reliance on the forward-looking statements.

ThisStrategic report has not been audited or otherwise

independently verified.

The information contained in this Strategic report has been

prepared on the basis of the knowledge and information

available to Directors at the date of its preparation and the

Company does not undertake any obligation to update or

revise this Strategic report during the financial year ahead.

The Strategic report (comprising up to and including page49)

was approved by the Board of Directors on 3March 2026

and signed on the Board’s behalf by:

Ian Ashton Pim Vervaat

Director Director

3 March 2026

SIG Annual Report and Accounts 2025

Strategic report Governance Financials

Risks and risk management

Our approach to risk management

Risk management plays an integral part

inSIG’s planning, decision-making and

management processes.

All employees have a responsibility to ensure they understand

their relevant risks, that appropriate controls are in place and

that they are operating effectively to manage these risks.

TheBoard maintains overall responsibility for ensuring risk

management and internal control systems are robust.

The Board, supported by the Audit & Risk Committee, sets

the strategy for the Group and ensures risks are effectively

identified and managed through the implementation of the risk

management and control frameworks. The Group employs

athree lines model to provide a simple and effective way to

enhance risk and control management processes and ensure

roles and responsibilities are clear. The Board maintains

oversight to ensure risk management and control activities

carried out by the three lines are proportionate to the

perceived degree of risk and its own risk appetite across the

Group. An outline of the three lines model is detailed below.

Our approach to risk management

The ability to effectively manage risks and uncertainties

isatthe heart of every successful organisation, and how we

identify and respond to risks and uncertainty will influence

business outcomes and contribute to the quality of our

decisions.

To identify our risks, we focus on our strategic objectives

andconsider what might stop us achieving our plan within

our strategic planning period. The approach combines

atop-down strategic Group-level view and a bottom-up

operational view of the risks at operating company level.

Meetings are held with our operating company leadership

teams to identify the risks within their operations.

These are consolidated and, in conjunction with a series of

discussions held with the Executive Leadership Team and

Non-Executive Directors, provide the inputs to identify and

validate our principal risks.

To assess our risks, we consider the likely financial,

reputational, regulatory and operational impacts and the

probability that each risk may materialise. This helps us to

assess the nature and extent of internal control we need to

implement to manage the risk to an acceptable level. For each

of the principal risks, we have considered whether the risk is

increasing, decreasing or remains unchanged. We have also

given an indication of those elements of our strategic plan

which may be impacted should any of the risks materialise.

To ensure we effectively monitor our risks, the principal risks

are reviewed by the Board, the Audit & Risk Committee and

the Executive Leadership Team regularly during the year.

Changes to the principal risks and mitigation activities are

considered as part of this review.

Risk appetite

The Board recognises that, in order to achieve its strategic

objectives, it must accept and manage a certain degree of

risk. On at least an annual basis it considers the nature and

level of risk it is prepared to accept to deliver the strategy.

Risk appetite is assessed against a suite of risk categories

directly relevant to the Group, supported by high-level

statements which set out the Board’s expectations with

regards to the accepted level of risk appetite for each

category of risk.

We continue to have a higher appetite for those risks that

present the greatest opportunities for commercial reward

andtake a balanced approach to such opportunities in terms

of assessing potentially higher levels of risk and return.

We do, however, have a very low tolerance for risks that have

significant negative consequences, particularly when they

could adversely impact health and safety, legal compliance,

our values and culture, or our reputation. We aim to either

avoid those activities that may result in these risks materialising

or eliminate these risks with our mitigation efforts.

Principal risks

The Board regularly monitors the Group risk register, which

includes the 10 principal risks to the Group set out in this

report. These risks, if they materialise, could have a significant

impact on the Group’s ability to meet its strategic objectives.

The assessed net risk scores (likelihood and impact of the

risk occurring after taking account of mitigating controls)

areoutlined in the following matrix and details of the risks

andcurrent mitigations are included in the table on the

following pages.

Our strategic objectives

As set out on pages 12 to 13, our new strategy, Vision 2030,

focuses on two long-term objectives to improve our operating

performance and increase the value we create for shareholders.

The risk matrix that follows also identifies how each risk

relates to each of our two strategic objectives:

– Optimise Operating Leverage

– Optimise Business Portfolio

SIG Annual Report and Accounts 2025

Risk management principles

Our approach to risk management is supported by the following key risk management principles:

The three lines model

Operational management:

Operational management is responsible

for identifying and assessing risks on

anongoing basis, and for implementing

and maintaining appropriate controls

aligned to the organisation’s policies

and procedures.

Risk management, internal

controls and compliance

functions:

Our compliance, risk management

andinternal controls functions support

the business in ensuring effective

implementation of, and compliance

with, policies and procedures across

the business.

Independent assurance:

Our internal audit function provides

independent assurance to ensure that

controls are implemented and are

operating efficiently and effectively

across the organisation.

First

line

Second

line

Third

line

1. Role of the Board:

The Board is responsible for ensuring

there are adequate procedures to

manage risk, overseeing the internal

control framework, and determining

thenature and extent of the principal

risks the Group is willing to take in

orderto achieve its long-term strategic

objectives. The Audit & Risk Committee

has responsibility for reviewing the

overall risk management policy and

ensuring its effective implementation.

2. Responsibility and accountability:

A fundamental premise of our approach

is that each operating company owns its

risks and works in collaboration with the

Group Risk and Internal Audit function

to ensure it performs regular risk

identification, assessment, mitigation,

monitoring and reporting processes.

3. Transparency and openness:

Risk management activities and

processes are subject to regular

reviewin order to provide reasonable

assurance of the effectiveness of local

risk management arrangements and

toconsider the status of mitigations

oradditional controls required.

4. Culture of continuous improvement:

We are committed to ensuring that we

regularly review our risk management

processes and ensure that they remain

relevant and support our businesses

inmaking risk informed decisions.

5. Applicability:

Our approach to risk management

isapplicable to all entities across

theGroup. Risks incurred through

contractual relationships that directly

impact the Group’s risk profile are

monitored, as determined by the Board.

Possible

Moderate

Impact

Likelihood

Likely

Critical

Principal risks

7 8

4 5

2 3

Cyber security

Health and safety

Macroeconomic uncertainty

Attract, recruit and retain

our people

Data quality and governance

Environmental, social and

governance (ESG)

Mergers and acquisitions

Legal or regulatory compliance

Modernisation

Change management

SIG Annual Report and Accounts 2025

Strategic report Governance Financials

Risks and risk management

Principal risks and uncertainties

Risk Description Mitigation

1. Cyber security

Internal or external

cyber-attacks could result

in system disruption or

sensitive data being

compromised

In the context of widespread

dependency on increasingly complex

digital systems, growing cyber threats

are outpacing society’s ability to

effectively prevent and manage them.

These risks are also exacerbated

byacombination of the increasing

interconnectedness and

interdependencies of our technology

platforms and ecosystems, as

demonstrated during 2025 by the

high-profile attacks on a number of

major UK businesses.

The increasing willingness of nation

states to engage in asymmetric cyber

warfare to achieve geopolitical aims

and the relative ease with advances in

AI is transforming the threat landscape

through the increased automation,

sophistication and availability of new

cyber threats is lowering the bar for

potential adversaries to conduct and

engage in cyber-attacks.

There is a risk that we lack the

capabilities to effectively prevent,

monitor, respond to, or recover from,

suspected cyber-attacks on our IT

infrastructure. Such attacks may result

in a loss of data or disruption to IT

services which may have a significant

impact on our ability to operate and

comply with data protection and privacy

laws (e.g.GDPR) and may have a

detrimental effect on our reputation.

Cyber security continues to receive Board and Executive

Leadership Team focus with an emphasis on ensuring that

appropriate technologies are deployed across IT infrastructure

to manage cyber threats.

Regular and independent reviews are performed to assess

thenature of potential cyber threats, security processes and

initiatives. They also ensure that weimplement appropriate

tools and processes to better identify and remediate new

andemerging cyber risks and vulnerabilities.

Cyber-incident response protocols are in place tosupport

ourability to effectively respond to and recover from a cyber

threat or incident, and ongoing cyber training campaigns

andinitiatives ensure employees are alert to the nature and

consequences of cyber-attacks. We also implemented a series

of cyber response exercises in 2025 to test and confirm the

effectiveness of our cyber capabilities.

Cyber policies are regularly reviewed and updated to ensure

they reflect the nature of risks and threats, and we continue to

invest in our business resilience and continuity management

capabilities and arrangements.

Risk movement:

Link to strategic

objectives:

2. Health and safety

Danger of incident or

accident, resulting in

injuryor loss of life to

employees, customers,

orthe general public

There is a risk that poor organisational

arrangements or behavioural culture

with regards to health and safety

causes harm to individuals and may

result in enforcement action, penalties,

reputational damage, or adverse press

coverage.

Our CEO, supported by the Group HSE Director, isresponsible

for providing strategic leadership forall health, safety and

environmental matters. Local health and safety managers in

each of our businesses provide local leadership and support,

monitor and report our performance and key metrics, and

implement actions and initiatives.

A compliance standards framework is in place toensure

theadequacy of local health and safety standards and

arrangements, with assurance provided through a programme

of compliance audits performed by suitably trained and

experienced health and safety professionals.

Risk movement:

Link to strategic

objectives:

SIG Annual Report and Accounts 2025

Risk Description Mitigation

3. Macroeconomic uncertainty

Macroeconomic volatility

may impact the Group’s

ability to accurately

forecast and to meet

internal and external

expectations

Geopolitical and macroeconomic

events can lead to a decline in general

economic activity and, or including, a

decline in construction industry activity.

2025 continued to see further

contraction in construction activity

across our UK and European markets.

A combination of ongoing economic

and geopolitical uncertainty and

volatility, higher interest rates than

thosein the years following the global

financial crisis, an acceleration in

construction costs, and the slow

progress in simplifying regulations

around building permits continue to

delay a meaningful recovery and

industry confidence remains fragile.

Nevertheless, structural housing

shortages and government’s desire

toaddress the availability of affordable

homes and deliver infrastructure

improvements across Europe mean

that markets will recover, but its timing

will remain contingent on economic

andgeopolitical headwinds.

Any delay in a recovery has the

potential to further impact customer

demand, and create financial and

operational pressure, while adding

costs to our operations and making

planning and forecasting more difficult.

The Group’s geographical diversity across Europe, serving

customers across residential, commercial, industrial and

infrastructural sectors, combined with our broad portfolio

ofcategories, product offerings and specialisms, all serve to

reduce the impact of changes in a specific territory or market.

Industry-based KPIs, monitored monthly at a Group and

operating company level, help to ensure that warnings and

indicators of risks and opportunities are identified early, and

appropriate mitigation strategies implemented.

We continue to assess inflationary and other fiscal pressures

and impacts on product pricing and will continue to work with

our suppliers to identify opportunities to ensure ongoing supply

chain resilience.

We will also continue to make the necessary ‘self-help’

measures to ensure we optimise our organisational resilience

and maintain our ability to respond to volatile market

conditions.

Risk movement:

Link to strategic

objectives:

4. Attract, recruit and retain our people

Failure to attract and

retain people with the right

skills, drive and capability

to reshape and grow the

business

SIG’s ability to deliver its objectives

andto compete effectively is, in part,

dependent on its ability to recruit and

retain colleagues with the necessary

skills, experience and ability to deliver

expected performance levels.

A combination of medium-term

structural labour and vocational skills

shortages in the construction sector,

exacerbated by near-term employee

concerns regarding the performance

and stability of the construction sector

and the potential impacts of changes

tothe business portfolio on our

employees, has the potential to

negatively impact SIG’s ability to attract,

recruit and retain staff across the full

spectrum of disciplines.

We continue to invest in learning and development programmes

to ensure both vocational and technical training needs are met

whilst retaining an agile workforce. Our apprenticeships and

training academies help develop the near and long-term skills

of our employees.

We regularly review our organisational structures and

accountabilities, and ensure our structures optimise employee

motivation and engagement. Employee engagement is

monitored through an annual survey and a Workforce

Engagement programme run by the Board.

Ongoing enhancements to pay and conditions, including

market benchmarking, broadening variable remuneration

elements and retention and succession planning also help

tomitigate this risk.

Our businesses have also introduced programmes to support

employee health and wellbeing. This includes training for all

employees on keeping themselves and their colleagues safe

and well.

Risk movement:

Link to strategic

objectives:

Risk movement

increased unchanged decreased

Our strategic objectives

Optimise Operating

Leverage

Optimise Business

Portfolio

SIG Annual Report and Accounts 2025

Strategic report Governance Financials

Risks and risk management

Principal risks and uncertainties

Risk Description Mitigation

5. Data quality and governance

Poor data quality could

impact our financial

management, fact-based

decision-making, business

efficiency and credibility

with customers

There is a risk that we lack the

necessary quality of systems and

processes to ensure sufficient

granularity, completeness and accuracy

of vendor, product and pricing master

data. This has the potential to impact

our ability to deliver a digital customer

experience, provide enhanced product

and customer analytics or insight and

comply with both existing and new

regulatory requirements.

Product and customer data quality remains a focus area for

ouroperating companies, who continue to monitor, assess and

upgrade their product data requirements, capabilities and

governance, considering ongoing changes in business needs

and regulation.

During 2025, we continued to enhance our data, information

management and governance capabilities and will seek to

accelerate these capabilities further throughout 2026 as we

invest in new or upgraded ERP capabilities across our Irish

andFrench businesses and ensure our IT systems continue

tosupport the required data quality and governance required.

Risk movement:

Link to strategic

objectives:

6. Environmental, social and governance (ESG)

Reputational impacts

frompoor environmental,

social and governance

arrangements and

performance

Public and commercial consciousness,

driven in part by ongoing regulatory

pressures, continues to evolve on a

wide range of environmental, social and

governance issues, including climate

change, employee wellbeing and how

an organisation contributes to society.

While SIG has a long and rich heritage

in helping the construction industry

deliver energy-efficient solutions and

products, risks remain in terms of how

we deliver our ESG agenda.

This is particularly the case in how we

ensure we achieve our stated aims with

regards to climate change and

decarbonisation. These risks include

the cost and complexity of compliance,

the challenges presented by the

decarbonisation of our vehicle fleet and

estate and how we engage with the

wider industry to reduce product and

supply-chain carbon impacts.

Our focus areas for 2026 and beyond are outlined on page 32.

Our activities will be supported by verified data to ensure that

progress in achieving these aims and ambitions is monitored

and subject to appropriate rigour. To do this, we have

enhanced our sustainability reporting and budgeting processes

(particularly in relation to carbon emissions) to ensure that we

are able to effectively track both the progress and financial

impacts of these focus areas and ensure we are able to

respond to increasing customer demands for environmental

performance data.

While the EU ESG Omnibus proposals have sought to simplify

and reduce the regulatory burden of new legislation, including

the Corporate Sustainability Reporting Directive (CSRD) and

the Corporate Sustainability Due Diligence Directive (CSDDD),

we remain committed to implementing the appropriate

management and reporting arrangements, systems and

processes, required to ensure compliance.

As regards employee wellbeing, each of our businesses has

introduced programmes and initiatives to support employees,

underpinned by a Group-wide employee health and wellbeing

policy and training for all employees to understand their

responsibilities to keep themselves and their colleagues safe

and well.

Risk movement:

Link to strategic

objectives:

7. Mergers, acquisitions and disposals

Inability to successfully

execute, integrate and

leverage merger,

acquisition and disposal

opportunities

Where necessary, we may from time

totime acquire new businesses or

dispose of existing business to ensure

we optimise and make best use of

capital and resources. Such decisions

are based on detailed plans that assess

the value creation, savings, synergies or

efficiency opportunities for the Group.

By their nature, there is an inherent risk

that we fail to manage the execution

and integration or separation risks

which may result in delays or additional

costs and impact the realisation of

anticipated benefits.

We have appropriate M&A resource across the organisation,

and also utilise external advisors where necessary for the

effective identification and prioritisation of acquisition

opportunities.

Resource is also available in the organisation to ensure that

transactions are subject to the necessary pre and post-

acquisition and integration and disposal activities and

processes.

Clear accountability and authority limits for the initiation and

approval of M&A activity are defined in the Group Delegation

ofAuthority.

Risk movement:

Link to strategic

objectives:

SIG Annual Report and Accounts 2025

Risk Description Mitigation

8. Legal or regulatory compliance

Failing to comply with,

orbreaching, legal or

regulatory requirements

The Group’s operations are subject

toan increasing and evolving range

ofregulatory and other requirements

inthe markets in which it operates.

Amajor corporate failure resulting from

a non-compliance with legislative,

regulatory or other requirements would

impact our brand and reputation, could

expose us to significant operational

disruption or result in enforcement

action or penalties.

Our Group General Counsel is a member of the Executive

Leadership Team and is supported by appropriately skilled

in-house legal and company secretarial resource at Group

andoperating company level, with further support provided

byan approved panel of external lawyers and advisors.

Policies and procedures are in place to ensure compliance

withlegal and regulatory frameworks, including health and

safety, environmental, ethical, fraud, data protection and

product safety.

The Group’s internal controls function ensures that appropriate

and effective controls are in place against material financial

misstatement, errors, omissions or fraud.

Our Code of Conduct is available on our website and forms

part of our employee induction programme. E-learning tools

are also deployed across the organisation to ensure employees

are aware of, and understand, their obligations.

A whistleblowing hotline, managed and facilitated by an

independent third party, is in place throughout the Group.

Allcalls are followed up and investigated fully with all findings

reported to the Board.

Risk movement:

Link to strategic

objectives:

9. Modernisation

Failure to deliver the

digitalcapabilities

necessary to support

improved efficiency and

productivity or to remain

competitive in the

marketplace

Increased technological innovation and

change hasaccelerated the increasing

role digitalisation willhave in the

construction materials supply chain.

Wecontinue to seek opportunities to

ensure we can deliver digital solutions

to enable a more efficient, integrated

and frictionless experience forour

colleagues, customers and suppliers.

This risk may be exacerbated by legacy

systems and technologies which are

heavily customised, require significant

system maintenance to prevent outages

and lack the functionality to allow their

integration into a more modern digital

infrastructure.

We continue to evaluate new technologies and make

investments in the digital workplace to ensure that we maintain

a competitive digital proposition.

Across our markets, each operating company is responsible

for ensuring that it has an appropriate technology roadmap

toidentify how it implements the necessary technologies and

ways of working to ensure that it can maximise digital

opportunities in terms of enhancing the customer experience

and optimising transactional, fulfilment or process efficiencies.

During 2025 we started to further investigate the opportunities

presented by the development of AI technologies, including

exploiting process efficiencies from the use of autonomous

AIagents and ensuring we have appropriate oversight and

governance for AI-generated outputs and use cases.

In 2026 we will also invest in new or upgraded ERP systems

forour Irish and French businesses that will enhance our

digitalcapabilities and provide the platform to support further

modernisation and efficiency initiatives.

Risk movement:

Link to strategic

objectives:

10. Change management

Inability to change and

grow the organisation as

planned in order to meet

growth targets

The Group is committed to improving

its operating performance with

astrategy, key actions and progress

onthese as set out on pages 10 to 13.

This will inevitably require changes

toorganisational structures, roles

andways of working, supported by

investments to modernise existing

andimplement new IT systems.

There is a risk that these initiatives,

allied to the impacts of challenging

market conditions for our business and

employees, results in ‘change fatigue’

and either future changes are not

implemented as planned, or the

benefits are not realised.

Operating companies continue to manage change portfolios

through programme management governance committees.

Increased monitoring has been implemented, particularly

regarding progress against growth initiatives, in line with

ourstrategy.

Monitoring of business growth metrics and early warning

indicators or trends continues as part of business reviews

atboth the management and Board level.

We will also continue to perform the necessary assurance

activities to ensure that change and transformational

programmes are monitored and the benefits realised.

Our ongoing employee engagement surveys continue to

facilitate the early identification of change impact in terms

ofour employees, and action plans are implemented and

monitored accordingly.

Risk movement:

Link to strategic

objectives:

Risk movement

increased unchanged decreased

Our strategic objectives

Optimise Operating

Leverage

Optimise Business

Portfolio

SIG Annual Report and Accounts 2025

Strategic report Governance Financials

Chairman’s introduction

to Governance

Corporate governance report

Dear Shareholder,

On behalf of the Board, I am pleased to present the Group’s

Corporate Governance report for the financial year ended

31 December 2025.

As outlined in my Chairman’s statement on pages 6 to 7,

during the year the Group experienced prolonged challenging

trading conditions. Notwithstanding this, the performance of

the Group showed that it continued to take market share in

many of the sectors in which it operates. The Board remains

confident that the Group remains well positioned to benefit

from the market recovery when it occurs, and in turn to

improve its operating margin and cash generation. On behalf

of the Board, I would like to thank all of our employees for their

hard work, commitment and achievements during the year.

Board focus in 2025

In 2025, we remained focused on continuing to ensure

thatthe Group is set up for long-term sustainable success.

Following the announcement in May that Gavin Slark had

resigned as Chief Executive Officer, a key focus for the

Boardwas finding the right successor for the CEO role.

AsIexplained in my Chairman’s statement, the Board

hadalready started a selection process to replace me as

Chairman at the end of my scheduled term in late 2026,

ledby our Senior Independent Director Kath Durrant.

PimVervaat was one of the candidates in that process

andwe were delighted to announce in July the appointment

of Pim as Chief Executive Officer and Chair designate.

Board composition

As at 31 December 2025, the Board comprised seven

Non-Executive Directors and two Executive Directors.

PimVervaat joined the Board on 1 October 2025. Pim has

significant experience of operating in decentralised European

businesses and a strong track record of delivering shareholder

value. The Board looks forward to continuing towork with

Pim on SIG’s growth and development. It is expected that

Pim will transition to the role of Non-Executive Chair after

approximately 18 months in the CEO role, when Iintend

tostep down as Non-Executive Chair, and from the Board.

Further information on the CEO recruitment process can

befound in the Nominations Committee report on page 68.

Board performance review

This year the Board undertook an internal review of its own

and its Committees’ performance and effectiveness. I am

pleased to report that the review concluded that the Board,

its Committees and individual Directors were performing

effectively. Further details of the review, together with

progress against the outcomes from the 2024 Board

performance review, can be found on page 65.

CD&R

CD&R holds c.29% of the shares in SIG, a stake that it took

up in 2020 largely as part of the equity fundraising. CD&R has

two Directors appointed to the Board, currently being Bruno

Deschamps and Diego Straziota. CD&R has the right to

appoint one member to the Remuneration Committee and

Nominations Committee (currently Bruno Deschamps) and to

appoint an observer to the Audit & Risk Committee (currently

Diego Straziota). Further details of the relationship with CD&R

can be found on page 60.

The recent Board performance review demonstrated that the

other Directors recognise and value the contribution made to

the Group by Bruno and Diego; and that their contributions

are not limited to representing the interests of CD&R’s

fundswhich are invested in SIG. They each bring a wealth

ofsector experience and wider knowledge that enhances

thediscussions at Board meetings and contributes to the

making of better decisions.

We remain focused on ensuring the Group

remains well positioned to benefit from the

market recovery when it occurs.”

Andrew Allner

Chairman

SIG Annual Report and Accounts 2025

Diversity and inclusion

The Board comprises nine Directors of whom one is

awoman. The Board includes one Director from an ethnic

minority background. The Board is aware of the importance

of making progress on diversity in general. The Board has

met two of the three diversity targets set by the UK Listing

Rules, with one of the senior Board positions being held

byawoman and one Board member being from an ethnic

minority background. The Board aspires to achieve the target

of 40% of members being women over time. Further details

on diversity and inclusion can be found in the Nominations

Committee report on page 68.

Sustainability commitments

Progress we have made towards fulfilling our sustainability

commitments is contained in the Strategic report set out

atpages 16 to 33. The Board received regular updates on

progress against these commitments during the year.

1. The UK Corporate Governance Code 2024 (the ‘Code’) can be accessed at

www.frc.org.uk.

Annual General Meeting

The AGM will be held on 30 April 2026 at SIG West London,

Mathisen Way, Poyle, Slough, SL3 0HB. If you are unable to

attend in person and you have any questions, please email

them to cosec@sigplc.com in advance of the meeting.

Wewill ensure the answers to your questions are provided

atthe meeting. Further details of the arrangements for the

AGM will be sent to shareholders shortly. I warmly extend the

invitation to all shareholders to join us in person at the AGM.

Andrew Allner

Chairman

3 March 2026

Compliance with the UK Corporate Governance Code 2024

Our Governance sections, set out over the following

pages, explain how the Group has applied the principles

and complied with the provisions of the Code

during

thefinancial year ended 31 December 2025. In 2025,

wewere fully compliant with the Code with the exception

of the matters disclosed below.

Provision 32 requires the Board to establish a

Remuneration Committee of independent non-executive

directors. Bruno Deschamps was a member of the

Remuneration Committee and, as a nominated Director

ofCD&R, he was not considered to be independent

underProvision 10. The Board’s opinion is that Bruno’s

contribution to the Remuneration Committee benefits the

Committee and shareholders as a whole and that, were

Bruno not a member of the Committee, the Board would

need to consider how to replace the contribution that

hemakes.

Following the retirement as a Director of Gillian Kent at the

2025 AGM, the Board does not meet the requirements of

independence contained in Provision 11. Notwithstanding

this, the Board is confident that it continues to have the

appropriate skills, experience and knowledge to support

the Company on the next phase of delivery of its strategy.

The Board includes four independent Directors and in

addition a Chairman who was independent on appointment.

Accordingly, the Board is satisfied that there is sufficient

independence contained on the Board. The Company will

keep under review the size and composition of the Board

to ensure that this remains the case.

Provision 9 provides that the Chair of the Board should be

independent on appointment. During the year, Pim Vervaat

was appointed as CEO and Chair designate. Accordingly,

he will not be independent on taking up the role as Chair,

having previously served as CEO. Provision 9 also provides

that a CEO should not become Chair of the same company

and that if, exceptionally, this is proposed by aBoard, major

shareholders should be consulted ahead ofthe appointment

and that the Board should set out its reasons to all

shareholders at the time of the appointment and publish

these on the company website. The Board complied

withthese requirements of Provision 9 by consulting with

major shareholders ahead of the announcement of Pim’s

appointment on 8July, and insetting out its reasons for

Pim’s appointment in the circular to shareholders convening

the General Meeting held on 28August. As is also contained

in the report of the Nominations Committee starting

onpage 66, the Board is satisfied that exceptional

circumstances justify a departure from Provision 9 of

theCode to the extent that Pim will not be independent

when he takes up the Chair role.

Board leadership and Company purpose

Division of responsibilities

Composition, succession and evaluation

Nominations Committee report

Audit, risk and internal control

Audit & Risk Committee report

Risk management and internal control

Remuneration

Directors’ remuneration report

SIG Annual Report and Accounts 2025

Strategic report Governance Financials

Board of Directors

R N

Andrew Allner

Non-Executive

Chairman

Pim Vervaat

Chief Executive Officer

and Chair designate

Ian Ashton

Chief Financial Officer

Kath Durrant

Senior Independent

Director

Alan Lovell

Non-Executive Director

Appointed as

Non-Executive Chairman

on1 November 2017.

Appointed as an Executive

Director, Chief Executive

Officer and Chair designate

on 1 October 2025.

Appointed as an Executive

Director and Chief Financial

Officer on 1 July 2020.

Appointed as an

Independent Non-Executive

Director and Remuneration

Committee Chair on

1January 2021. Appointed

as Senior Independent

Director in September 2023.

Appointed as an

Independent Non-Executive

Director on 1 August 2018.

Career and experience

Andrew brings extensive

experience serving on the

boards of publicly listed

companies as Chairman

and as a Non-Executive

Director. He was previously

Chairman at Shepherd

Building Group Limited,

Eco Buildings Group plc,

The Go-Ahead Group plc

and Marshalls plc, and a

Non-Executive Director at

Northgate plc, AZ Electronic

Materials SA and CSR plc.

Andrew has held executive

roles as Group Finance

Director of RHM plc and

CEO of Enodis plc. He has

also held senior executive

positions with Dalgety plc,

Amersham International plc

and Guinness plc. He has

significant experience in

managing and navigating

challenging situations.

Career and experience

Pim brings extensive

leadership experience to

the Board having served

as Chief Executive Officer

of large-scale European

industrial companies in both

the UK listed sector and

private equity ownership.

Pim was previously CEO

of Constantia Flexibles,

a multinational €2 billion

turnover flexible packaging

company. Prior to that he

served as CEO of the UK

listed plastics products

business, RPC Group plc,

from 2013 to 2019, where

he also served as CFO

from 2007 to 2013. Pim is

currently Senior Independent

Director of Luceco plc, a

UK listed company offering

wiring accessories, LED

lighting, portable power and

other products.

Career and experience

Prior to joining SIG, Ian

served as Chief Financial

Officer at Low & Bonar plc

until its acquisition by the

Freudenberg Group. Before

that, he was Chief Financial

Officer of Labviva LLC,

a US-based technology

company. Ian spent a

significant portion of his

career at Smith & Nephew

plc, where he held various

senior finance positions

in the UK, USA and Asia.

Ian is a qualified chartered

accountant and began his

career at Ernst & Young LLP.

Ian brings extensive UK and

international financial and

accounting expertise to the

Board and to his role as

Chief Financial Officer.

Career and experience

Kath has held senior roles

at GlaxoSmithKline plc and

AstraZeneca plc. She was

previously Group Human

Resources Director at Rolls-

Royce plc and Ferguson

plc and held the role as

Chief Human Resources

Officer of CRH plc. She has

served as a Non-Executive

Director and Chair of the

Remuneration Committee

of Vesuvius plc, Renishaw

plc and Calisen plc. Kath

brings extensive leadership

expertise across diverse

industries and has a proven

track record of chairing the

remuneration committees

ofpublicly listed companies.

Career and experience

Alan brings extensive

leadership experience to

the Board, having served as

Chief Executive Officer at six

companies, including Jarvis

plc and Costain Group plc.

He has also been Chair of

several listed companies and

of Interserve Group Limited,

Progressive Energy Ltd

and the Consumer Council

forWater.

Key strengths

Substantial board,

leadership, strategy,

international and general

management, corporate

transaction, governance and

accounting expertise.

Key strengths

Significant experience of

operating decentralised

European businesses and

a strong track record of

delivering shareholder value.

Key strengths

Broad global experience in a

series of financial leadership

roles. A strong track record

in corporate transactions,

driving change, accounting/

finance and stakeholder

engagement with significant

international experience.

Key strengths

Strong leadership

and human resources

experience across a range of

businesses, transformation

and change management,

construction industry and

international experience.

Key strengths

Significant listed company

board experience,

accounting and finance,

corporate transactions

and extensive construction

industry and turnaround

experience in the UK

andEurope.

Key external

appointments

Chair of the McAvoy Group.

Key external

appointments

Senior Independent Director

of Luceco plc.

Key external

appointments

None.

Key external

appointments

Non-Executive Director and

Remuneration Committee

Chair at Essentra plc and

Anglian Water Services

Limited.

Key external

appointments

Chair of the Environment

Agency.

A R N I A R N I

Board leadership and Company purpose

1 2 3 4 5

Corporate governance report

1. Independent on appointment.

SIG Annual Report and Accounts 2025

Committee key

Audit & Risk Committee

Remuneration Committee

Nominations Committee

Independent Director

Chair of Committee

Bruno Deschamps

Non-Executive Director

Shatish Dasani

Non-Executive Director

Simon King

Non-Executive Director

Diego Straziota

Non-Executive Director

Appointed as a

Non-Executive Director

on 10 July 2020.

Appointed as an

Independent Non-Executive

Director and Chair of the

Audit & Risk Committee

on1February 2021.

Appointed as an

Independent Non-Executive

Director on 1 July 2020.

Simon is the Designated

Non-Executive Director for

Workforce Engagement.

Appointed as a

Non-Executive Director

on 4 May 2023.

Career and experience

Bruno is an Operating

Advisor to CD&R LLP and

the Chairman and CEO of

Entrepreneurs Partners LLP.

He is a former Chairman

of Diversey (USA) and

Kloeckner Pentaplast

(Germany). He served as

Managing Partner of 3i Plc

Group, Operating Partner

of CD&R where he played

a pivotal role in the firm’s

investments in Brakes,

as Chairman, and CEO in

Culligan, Rexel and VWR.

Bruno was president and

COO of Ecolab Inc (USA),

and President and CEO of

Henkel Ecolab, Teroson

GmbH, VP Henkel Industrial

Adhesives (Germany), and

Chairman and CEO of SAIM

(France). Bruno is a Knight

of the Legion d’Honneur

(France).

Career and experience

Shatish has over 30 years’

experience in senior

public company finance

roles across various

sectors, including building

materials, advanced

electronics, engineering,

general industrial, business

services, construction and

infrastructure. He also has

extensive international

experience including as

a regional CFO in South

America. Previously, he

served as a Chief Financial

Officer of Forterra plc and

TT Electronics plc and has

served as an alternative

Director for Camelot Group

plc and as a Public Member

at Network Rail plc.

Career and experience

Simon has extensive

experience in the

construction sector having

served on the Travis Perkins

Executive Board and as CEO

of Wickes. Previously, he

worked at Walmart as Chief

Operating Officer of Asda

and served as CEO at Savola

Group Middle East. Simon

has held CEO positions for

Tesco in Turkey and South

Korea, where he led the

joint venture with Samsung.

Before his role at Tesco

South Korea, Simon served

as Chief Commercial Officer

for Tesco in Central Europe.

Career and experience

Diego is a Managing Director

at CD&R LLP and holds

adirectorship in Wolseley,

a CD&R portfolio company.

Since joining CD&R in 2017

Diego has played a pivotal

role in CD&R’s investments

in Opella, UDG and the

subsequent separation of

UDG from Inizio and Sharp,

Westbury Street Holdings

and Wolseley. Diego is

responsible for investment

activities in European

Industrials at CD&R. Prior

tojoining CD&R, he worked

in the private equity division

of Blackstone.

Key strengths

Deep industrial knowledge,

corporate transactions,

and extensive experience

in driving and overseeing

improved company

performance.

Key strengths

Strategy development and

execution, performance

improvement, financial

management, corporate

finance, and mergers

and acquisitions. Sector

experience of building

materials, advanced

electronics, general

industrial, business services

and infrastructure.

Key strengths

Over 36 years’ experience

leading international

teams, building products

distribution experience,

change management, retail

and distribution, marketing,

technology/digital and

stakeholder engagement

experience, particularly

in the workforce.

Key strengths

Diego possesses a wealth

ofsector-specific knowledge

and has a track record in

strategy development and

corporate transactions.

His expertise extends to

driving and overseeing

improvements in company

performance.

Key external

appointments

Directorships in the following

CD&R portfolio companies:

Kalle GmbH, OCS Group

and Wolseley, of which

heisalso Chairman.

Key external

appointments

Senior Independent Director

and Audit & Risk Committee

Chair of Renew Holdings

plc. Non-Executive Director

and Audit & Risk Committee

Chair at Speedy Hire plc and

Genuit Group plc. Trustee

and Chair of UNICEF UK.

Key external

appointments

Non-Executive Director at

James Donaldson Group Ltd

and Chairman at Smoking

Lobster Restaurants

(IsleofWight).

Key external

appointments

Holds a Directorship in

Wolseley, a CD&R portfolio

company.

R N A R N I A R N I

SIG Annual Report and Accounts 2025

Strategic report Governance Financials

Board activities in 2025

Corporate governance report

Matters considered Outcomes, benefits and considerations Stakeholders considered

Group plans

and budgets

– Approved the 2026 budget and the three-year

financial projections.

– Received updates and reviewed throughout the

yearthe Group’s financing position, medium-term

plan and business plan.

Shareholders

and Investors

Suppliers

People

Customers

Communities

andEnvironment

Strategy

– Discussed and approved the Group’s updated

strategy.

– Approved appointments to the new roles of

ChiefProcurement Officer and Group Corporate

Development & Strategy Director.

Business updates

– Reviewed the performance of each of the operating

companies.

– Received updates on the digital modernisation

oftheGroup.

– Approved the renewal of material leases.

Reporting

– Approved the release of Stock Exchange

announcements in line with the Disclosure Guidance

and Transparency Rules, UK Market Abuse

Regulation and other requirements.

– Approved the 2024 full-year and 2025 interim

resultsand ensured work was on schedule for

theproduction of the 2025 full-year Annual Report

andAccounts.

– Reviewed results presentations prepared for

investors andemployees during the year.

Shareholders

and Investors

Suppliers

People

Customers

Going concern

– Reviewed the Group’s ability to trade as a going

concern and its viability.

– Approved the 2024 Annual Report Viability

Statement upon recommendation of the Audit

&Risk Committee.

Treasury policies

– Reviewed and approved the Group’s Treasury

policies.

Strategy

Financial

Board leadership and Company purpose

1 2 3 4 5

SIG Annual Report and Accounts 2025

Matters considered Outcomes, benefits and considerations Stakeholders considered

Board performance

review

– Conducted an annual internal Board performance

review.

– Reviewed the results of the Board performance

review, identified areas for improvement and

recommended actions.

Shareholders

and Investors

People

Customers

Communities

andEnvironment

Succession planning

– Considered and approved the appointment of the

new Chief Executive Officer and Chair designate.

Shareholders

andstakeholders

– Reviewed and approved the 2025 Notice of AGM

held in May and Notice of General Meeting held

inAugust.

– Reviewed feedback from the Chairman, Committee

Chairs, Executive Directors and brokers following

meetings with shareholders.

– Considered feedback from the Board Workforce

Engagement sessions conducted by the Designated

Non-Executive Director for Workforce Engagement.

Legal and compliance

– Reviewed and, where appropriate, approved

updated terms of reference for each of the

Committees and the Board, Directors’ conflicts

ofinterest and compliance with the Code.

– Approved the Group’s 2025 Modern Slavery

Statement, which can be found at www.sigplc.com

– Annual review, update and approval of key

Group-wide policies, including new requirements

introduced by the Economic Crime and Corporate

Transparency Act 2023.

Sustainability

– Reviewed the reporting of the Group against the

TCFD pillars and recommended disclosures.

– Reviewed progress against the Group’s

sustainability commitments and received updates

onsustainability activities and initiatives.

– Approved updated sustainability focus areas

for2026 and beyond.

Principal and

emergingrisks

– Received regular reports on risk management from

the Audit & Risk Committee and Chief Financial

Of ficer.

– Approved the Group risk register, risk appetite

andprincipal risks.

Shareholders

and Investors

Suppliers

People

Customers

Communities

andEnvironment

Internal control

framework

– Received regular reports from the Audit & Risk

Committee on internal controls.

Governance and oversight

Risk management and internal controls

SIG Annual Report and Accounts 2025

Strategic report Governance Financials

Board attendance during 2025

The following table shows the attendance of Directors at meetings of the Board and meetings of the Audit & Risk,

Remuneration and Nominations Committees during the year ended 31 December 2025:

Scheduled

Board

(7 meetings)

Scheduled

Audit & Risk

(4 meetings)

Scheduled

Remuneration

(5 meetings)

Scheduled

Nominations

(2 meetings)

Andrew Allner

7 n/a 5 2

Pim Vervaat

3 n/a n/a n/a

Ian Ashton

7 n/a n/a n/a

Shatish Dasani 7 4 5 2

Bruno Deschamps 7 n/a 5 2

Kath Durrant 7 4 5 2

Diego Straziota 7 n/a n/a n/a

Gillian Kent

2 1 2 1

Simon King 7 4 5 2

Alan Lovell 6 4 5 2

Gavin Slark

3 n/a n/a n/a

1. There were seven scheduled Board meetings and four additional meetings, which were convened principally in connection with the succession planning for the

CEOfollowing the resignation of Gavin Slark.

2. The Chairman attended all four Audit & Risk Committee meetings.

3. Following his appointment on 1 October 2025, Pim Vervaat attended all Board and Audit & Risk Committee meetings and those sections of the Remuneration

andNominations Committee meetings to which he was invited by the Chairs of each Committee.

4. Ian Ashton attended all four Audit & Risk Committee meetings and those sections of the Remuneration Committee meetings to which he was invited by the Chair

oftheCommittee.

5. Gillian Kent stepped down as a Non-Executive Director at the AGM on 1 May 2025.

6. Gavin Slark stepped down as CEO and as a Director of the Company on 8 July 2025.

The table shows meetings that each Director attended as a member rather than as an invitee. Where ‘n/a’ appears the Director

is not a member of the Committee although may have attended the meeting; please see the footnotes to the table. Directors do

not participate in meetings when matters relating to them are discussed. The Chairman holds meetings with the Non-Executive

Directors without the Executive Directors present. The SID meets with the independent Non-Executive Directors without the

Chairman present, in particular when the performance of the Chairman is being considered. All Directors that sought

re-election attended the 2025 AGM.

How we manage conflicts of interest

Each Director has a duty under the Companies Act 2006 (“CA 2006”) to avoid any situation where they have, or can have,

adirect or indirect interest that conflicts, or possibly may conflict, with the Company’s interests. Provision 7 of the Code also

requires the Board to take action to identify and manage conflicts of interest, including those resulting from significant

shareholdings and to ensure that the influence of third parties does not compromise or override independent judgement.

This duty is in addition to the obligation that they owe to the Company to disclose to the Board any transaction or arrangement

under consideration by the Company in which they have, or can have, a direct or indirect interest. Directors of public companies

may authorise conflicts and potential conflicts, where appropriate, if a company’s Articles of Association permit

andshareholders have approved appropriate amendments.

Procedures have been put in place for the disclosure by Directors of any such conflicts and also for the consideration and

authorisation of any conflicts by the Board. These procedures allow for the imposition of limits or conditions by the Board

whenauthorising any conflict, if they think this is appropriate.

These procedures have been applied during the year and are included as a regular item for consideration by the Board at each

of its meetings. The Board believes that the procedures established to deal with conflicts of interest are operating effectively

and they are periodically reviewed to ensure they are fully compliant with the Code.

All Directors are required to complete and disclose a gifts and hospitality form confirming the offering or receipt of any gifts

orhospitality offered or provided as a result of their directorship of the Company in accordance with the Group’s Gifts and

Hospitality policy. The Board is aware of the other commitments of the Directors and is satisfied that these do not conflict

withtheir duties as Directors of the Company and that the influence of third parties does not compromise or override their

independent judgement.

Corporate governance report

Board activities in 2025

Board leadership and Company purpose

1 2 3 4 5

SIG Annual Report and Accounts 2025

Embedding and

monitoring culture

How the Board monitors culture

The Board has responsibility for ensuring that workforce policies and practices are in line with the Group’s purpose and values

and support the desired culture. The Group’s culture and values are defined by the Board and the ELT. The right culture is key

to future success and the goal is to create a winning, vibrant and modern culture which combines discipline, clear expectations

and effective processes with entrepreneurial spirit.

During the year, the Board monitored culture through a range of interactions, including interactions with employees.

Branch visits

Branch visits are invaluable to the Board, enabling the

Directors to meet members of staff and local management

and gain a better insight into not only culture and purpose

in the working environment, but to also understand the

functions of the branches and any restrictions or

opportunities they face. In addition to individual visits

tobranches by Directors, the whole Board visited the

Trafford branch in Manchester during the year. Further,

theDesignated Non-Executive Director for Workforce

Engagement carried out a number of branch visits during

the year.

Employee policies

The Board and its Committees reviewed and approved

keyemployee policies during the year to ensure they

reflect the Group’s values and culture. All employees,

including the Board, are required to complete online

training and reminders are issued when required, to ensure

that training is completed. As new policies are developed,

appropriate training is provided to all employees.

Health and safety

The Board is regularly

updated at Board meetings

on health and safety

matters and on

investigations and their

outcomes. The Board is

committed to ensuring

high standards of health

and safety are maintained

across the Group.

Whistleblowing

Board members receive

regular updates on

whistleblowing, which

include details of

whistleblowing reports

received via the external

whistleblowing service.

TheBoard identifies and

addresses any incidents

and areas for improvement.

Employee engagement survey

The annual employee engagement survey was conducted

during the year to ensure that every employee’s voice is

heard and to ensure we maintain an inclusive, supportive

working environment for our people. Despite the continuing

headwinds faced by our business, the engagement levels

of our people remained encouragingly consistent and

above the benchmark for our industry. More information

can be found on page 24.

Workforce engagement

Board activities in action

As the Designated Non-Executive Director responsible

forworkforce engagement, I am privileged to meet with

employees to understand their insights and views. This

yearI met with employees in Belgium, Poland, England,

Scotland, Wales and the Netherlands. I learned about their

experience of our culture and how we can continue to make

SIG a better place to work and for serving our customers.

Our people continue to feel empowered by our local

branch-based business model. While our people

recognise that the construction market has been

challenging in recent years, they feel enabled to make

theright decisions for delivering great service to our

customers locally. Our people believe that SIG’s culture

oflocal empowerment and trust is a differentiator of SIG

asan employer.

What has gone well

Our agility and speed to respond to our customers’ needs

has continued to improve as a result of our local market

business model. Our continued investment in upgrading

our HGV and forklift trucks has improved our service to

ourcustomers. In Poland, the investment in new branches,

digitalisation and product availability has boosted the

confidence of our people. In Belgium and the Netherlands,

the local teams are valuing the senior leadership in place

since 2024, which has built confidence and morale across

our teams there. Our apprentice programmes were

recognised by colleagues as successful and effective

andin bringing new ideas into the business.

Where can we improve

The key areas of concern, given the weaknesses in

thewider economy and the construction sector across

Europe, are cost of living, job security and career

development. These concerns have been fed back

toourlocal management teams for them to address.

Simon King

Designated Non-Executive Director

forWorkforceEngagement

SIG Annual Report and Accounts 2025

Strategic report Governance Financials

Why it is important

weengage

Under Section 172 of the CA 2006

Directors have a duty to act in good faith

topromote the success of the Group for

the benefit of the Company’s members as

a whole. Shareholders’ views are important

as part of the Board decision-making

process and we welcome discussions

withthem.

How we engage across

theGroup

– Publication of annual and interim

reports.

– C

orporate website with a dedicated

investor section.

– Results presentations publicly

availablevia the corporate website.

– I

nvestor roadshows, face-to-face

meetings and addressing regular

investor and analyst enquires.

– M

eetings between shareholders

andDirectors, including the Chairman

and Chairs of Board Committees.

– M

eeting shareholders at the Annual

General meeting.

Outcomes of engagement

– Reviewed the voting results of

shareholders who voted at the 2025

AGM.

– Consulted with our major shareholders

as required under Code Provision 9

ahead of the announcement of the

appointment of Pim Vervaat as CEO

and Chair designate.

Corporate governance report

Engagement with ourstakeholders

Directors’ Section 172

statement

SIG seeks to foster flexible and

constructive relationships with its

keystakeholder groups and recognises

that the vitality of its strategy is enriched

by stakeholder views and feedback.

The Directors consider that they have

performed their fiduciary duty, as

stipulated under Section 172 of the

CA2006 in good faith to promote

thesuccess of the Group for the

benefitof its members as a whole.

They have taken into consideration,

amongst other matters:

– the likely long-term consequences

oftheir decisions;

– the interests of the Group’s

employees;

– the need to foster relationships with

suppliers, customers and others;

– the desirability of the Group

maintaining a reputation for high

standards of business conduct; and

– the need to act fairly between

members of the Company.

Shareholders

andInvestors

Why it is important

weengage

SIG is a people business: engagement by

the Group with its stakeholders is through

its people. Accordingly, engagement by

theGroup with its workforce underpins

SIG’s success. SIG’s growth and

sustainability depends on having the right

company culture, supported by suitable

behaviours and with a clear purpose.

How we engage across

theGroup

– Annual all-employee engagement

survey.

– Re

gular communications to employees

on Workvivo relating to company

newsand recognising achievements.

– D

uring the year the Board visited the

Trafford, Manchester branch and

attended the conference of the UK

Interiors operating company.

– The Designated Non-Executive Director

for Workforce Engagement meets

regularly with employees across the

operating companies.

– R

egular health and safety reports

arepresented to the Board.

Outcomes of engagement

– Launched a new safety reporting tool

across the Group.

– R

eviewed feedback from the annual

employee engagement survey.

– Reviewed and approved all-employee

policies and training, including the

refreshed Anti-Bribery, Corruption,

Fraud and Tax Evasion policy in light

ofthe new failure to prevent fraud

offence under the Economic Crime

andCorporate Transparency Act 2023.

People

Board leadership and Company purpose

1 2 3 4 5

SIG Annual Report and Accounts 2025

Why it is important

weengage

Understanding the needs and requirements

of our customers is hugely important and

the Group seeks to use this knowledge

topartner effectively with our customers.

Customer service is vital to maintaining

andgrowing revenues and profits, and we

engage with our customers to develop our

sales relationships to improve our service

and continually develop and refresh our

product offering.

How we engage across

theGroup

– Listening to customer feedback to

understand the needs of our customers.

– I

mproving digitally to better

communicate and facilitate customer

requests and requirements.

– E

nsuring appropriate stock levels and

product ranges at branches to facilitate

customer needs.

– E

ngaging with customers at the event

tomark the opening of a new branch

site in Frankfurt, Germany.

Outcomes of engagement

– Reviewed the steps being taken

bymanagement in progressing the

digitalisation and modernisation

oftheGroup in response to customer

requests and to anticipate future

demands.

Customers

Why it is important

weengage

SIG enjoys a pivotal position in industry

supply chains: we connect suppliers and

customers in ways which they would be

unlikely to achieve without SIG’s presence.

We are a principal route to market for many

of our suppliers and we seek to add value

for our suppliers by operating as their

supply chain partner of choice. We engage

with our suppliers to understand their

businesses and to identify ways in which

we can work with them strategically.

How we engage across

theGroup

– Our Code of Conduct and policies on

the prevention of bribery, corruption,

fraud, and tax evasion and modern

slavery.

– E

nsuring branches are close to

suppliers.

– Membership of national trade and

industry associations such as the

Construction Products Association

inthe UK.

– D

iscussions on supply chain (Scope 3)

carbon emissions.

– Reports to the Board made by the CEO

regarding relationships with major

suppliers.

– Meeting suppliers at the UK Interiors

conference.

Outcomes of engagement

– Better understanding of suppliers’

strategies.

– F

eedback on Scope 3 emissions.

Suppliers

Why it is important

weengage

The Directors appreciate that

environmental matters are important to

allstakeholder groups who are calling on

companies to do more on key sustainability

topics and to be more transparent

abouttheir efforts. SIG seeks to operate

sustainably for the benefit of communities

and the environment.

The Directors recognise that having close

relationships with the communities in which

SIG businesses operate supports the

long-term success of the business.

How we engage across

theGroup

– Sustainability working group meetings

comprising Group and operating

company sustainability representatives.

– Waste and Fleet forums to facilitate the

Group’s waste and carbon reduction

commitments.

– Throughout the year, our local

businesses supported various charities

through fundraising efforts and other

initiatives to help those in need in the

communities in which we operate.

– Regular sustainability updates to

understand key sustainability initiatives

across the Group.

– Overseeing, considering and reviewing

the Group’s Environmental, Social and

Governance Strategy and sustainability

commitments.

Outcomes of engagement

– Approval of the revised Group

sustainability focus areas for 2026

andbeyond.

– Further assessment of requirements

forfuture sustainability reporting and

assurance of reporting.

Communities

andEnvironment

SIG Annual Report and Accounts 2025

Strategic report Governance Financials

Corporate governance report

How our Board is structured

Relationship with CD&R

SIG’s relationship with CD&R is governed

by the Relationship Agreement entered

into in 2020. Under the Relationship

Agreement, CD&R has the right to

nominate two non-independent

Non-Executive Directors. The CD&R

nominated Non-Executive Directors are

Bruno Deschamps and Diego Straziota.

Bruno is a member of the Nominations

Committee and the Remuneration

Committee. Diego attends Audit & Risk

Committee meetings as an observer.

The Relationship Agreement provides

for the CD&R Non-Executive Directors

to have a regular meeting with the CEO

and management. This is fulfilled

through operational review meetings

involving the Chairman, CEO, CFO,

Group General Counsel & Company

Secretary and, by invitation, one of the

independent Non-Executive Directors.

All papers for operational review

meetings are made available to the

fullBoard. A debrief on the matters

discussed at each meeting is provided

by the CD&R Non-Executive Directors

at the subsequent Board meeting.

Bruno and Diego’s industry experience

and knowledge is of significant value

tothe operating companies. Under the

Relationship Agreement, any actual or

potential conflict between the interests

of CD&R and/or either of the CD&R

Non-Executive Directors and SIG must

be declared, and the relevant CD&R

Non-Executive Director may be

prevented from voting on any such

matter. At each Board meeting all

Directors are required to declare any

new conflicts of interest. The Board

greatly appreciates the contribution

made during 2025 by Bruno and Diego,

and CD&R more generally, and believes

it significantly benefits all of SIG’s

shareholders and stakeholders.

To ensure the Board performs effectively, there is a clear

divisionof responsibilities between the leadership of the Board,

its Committees and the ELT.

More information on our engagement with

shareholders can be found on page 58.

Committees of the Board

Audit & Risk

Committee

Monitors the integrity

of financial reporting

and the performance

of the external

Auditorand reviews

the effectiveness

oftheGroup’s risk

management and

internal control

framework and related

compliance activities.

Nominations

Committee

Reviews the structure,

size and composition

of the Board and

oversees the

development of a

diverse pipeline for

orderly succession to

the Board and senior

management positions.

Remuneration

Committee

Agrees with the Board

the framework or broad

policy of remuneration

for the Chairman,

Executive Directors and

senior executives, and

sets their remuneration.

Reviews remuneration

policies across the

Group, ensuring the

alignment of workforce

remuneration and

incentives with the

Group’s culture

andstrategy.

on pages 66 to 69

on pages 70 to 77

on pages 80 to 108

Shareholders

Our shareholders are the ultimate owners of the Company

and play an important role in the governance structure.

Members are those individuals listed on pages 62 to 63

Executive Leadership Team

The ELT addresses operational issues and is responsible

for implementing Group strategy and policies, day-to-day

management and monitoring performance.

The Board

The role of the Board is to promote the long-term sustainable success

of the Group, generating value for shareholders and contributing

towider society. More information on the Board’s responsibilities

canbe found in the Schedule of Matters Reserved for the Board

andthe Board’s terms of reference, available on our website.

Division of responsibilities

1 2 3 4 5

SIG Annual Report and Accounts 2025

Board roles and responsibilities

Non-Executive Directors

Chairman

– Leads the Board, responsible for

itsoverall effectiveness in directing

the Group.

– Chairs Board and Nominations

Committee meetings and sets

agendas for those meetings.

– Shapes the culture in the

Boardroom, ensuring that all

Directors contribute effectively, and

leads Board succession planning.

– Ensures an appropriate balance

ismaintained between the

interestsof shareholders

andotherstakeholders.

– Promotes high standards

ofcorporate governance.

– Ensures all Directors receive

asubstantive induction on joining

theBoard.

Senior Independent Director

– Acts as a sounding board for the

Chairman.

– Available for approach by

shareholders, where communications

through the Chairman or Executive

Directors may not be appropriate.

– Attends sufficient meetings with

major shareholders to obtain a

balanced understanding of the issues

and concerns of such shareholders.

– Leads the evaluation of the

Chairman’s performance at least

once a year, meeting with the

Non-Executive Directors, without

theChairman being present.

– Leads the succession process

fortheChairman.

Non-Executive Directors

– Provide constructive challenge

tothe Executive Directors.

– Provide strategic guidance

totheCompany.

– Offer specialist advice.

– Scrutinise and hold to account

theperformance of the Executive

Directors against agreed

performance objectives.

Designated Non-Executive

Director for Workforce

Engagement

– Oversees the Board’s engagement

with the Group’s workforce.

– Gathers views of employees

through a variety of formal and

informal channels, and identifies

anyareas of concern.

– Strengthens the link between

theBoard and employees.

Executive Directors

Chief Executive Officer

– Ensures effective leadership and

day-to-day running of the Company.

– Responsible for proposing,

delivering and implementing the

strategy approved by the Board.

– Regularly reviews the organisational

structure including development

and succession planning.

– Responsible for setting an example

to the Group’s workforce, for

communicating to them the

expectations in respect of the

Group’s culture and for ensuring that

operational policies and practices

drive appropriate behaviour.

– Ensures the Chairman and Board

are advised and updated regarding

key matters.

Chief Financial Officer

– Leadership, direction and

management of Group Finance,

including tax and treasury matters.

– Leads financing and funding matters.

– Oversight of, and guidance to, the

operating companies’ Finance teams.

– Responsible for monitoring and driving

financial performance across the

Group with rigour and consistency.

– Establishing and maintaining an

effective internal control framework

and ensuring the integrity of all internal

and external financial reporting.

– Oversees the production of the

Group’s annual budget for approval

by the Board.

– Develops long-term financial plans.

– Investor relations.

Independent advisor to the Board

andChief Legal Officer to the Group.

– Keeps the Board up to date on

material legal and governance

requirements.

– Supports the Chairman and

Committee Chairs to set meeting

agendas and ensure Directors

receive accurate, timely and

clearinformation.

– Ensures Board procedures

andbestpractice governance

arrangements are followed,

anddecisions are implemented.

Group General Counsel

&Company Secretary

SIG Annual Report and Accounts 2025

Strategic report Governance Financials

Our Executive Leadership Team

as at 3 March 2026

Corporate governance report

Division of responsibilities

1 2 3 4 5

Pim Vervaat

Chief Executive Officer

andChair designate

Ian Ashton

Chief Financial Officer

Julie Armstrong

Chief People Officer

Darin Evans

Chief Procurement Officer

Alfons Horn

Managing Director Germany

Chris Lodge

Managing Director UK

Roofing

Howard Luft

Managing Director

UKInteriors

Julien Monteiro

Managing Director France

See Pim’s biography

on page 52.

See Ian’s biography

on page 52.

Julie joined SIG as Chief People

Officer in 2021, bringing over 22

years’ experience across various

roles in and outside of HR. Before

joining SIG, Julie was Chief People

Officer at Calisen Group. Prior

to this, Julie held the position of

Group HR Director at Thomas Cook

and served as Customer Services

Director at Manchester Airports

Group.

Darin joined SIG in September 2025.

He has over 25 years’ experience

in procurement, most recently as

an Executive Vice President in

global procurement at Berry Global

Inc. Prior to this he led Group

Purchasing at RPC Group plc before

it was acquired by Berry Global,

where he then led the Group’s

global purchasing and procurement

programme and relationships

across 37countries.

Alfons re-joined SIG in 2021 and

has over 27 years’ experience in the

distribution and building materials

industry. From 1998 to 2016, he held

various positions with SIG Germany,

including Managing Director and

Chairman of the Management

Board. Alfons has held several

senior executive and advisory roles

within the industry. He served as

Regional President for BMI Monier

and Managing Director forContract

Company Holding GmbH.

Chris joined SIG through an

acquisition in 2005 and has held

several finance roles including,

most recently, UK Finance Director.

In 2023, he became Managing

Director UK Roofing and joined

the ELT. Chris brings over 28

years of experience in specialist

merchanting, with prior roles held

at SIGRoofline & Building Products

and Omnico Plastics Limited.

Howard joined SIG in October 2024

as Managing Director UK Insulation

and Drylining. He has a strong

background in building materials

with over 41 years of experience

in the sector. Prior to joining SIG,

Howard was Chief Executive Officer

at Selco Builders Warehouse.

Hepreviously served as Managing

Director of CCF at Travis Perkins

Group plc and Managing Director

ofCrown Paints at Buck & Hickman.

Julien joined SIG in 2018 as

Managing Director of SIG France.

Prior to joining SIG, Julien served

as Managing Director at Brammer

Group and held senior positions

at Nacco Materials Group. Julien

has over 17 years of international

experience in the specialist

industrial distribution industry.

SIG Annual Report and Accounts 2025

Sarah Ogilvie

Head of Investor Relations

&Communications

Bert de Ru

Managing Director Benelux

Tom Saunderson

Group Corporate Development

& Strategy Director

Marcin Szczygiel

Managing Director Poland

Andrew Watkins

Group General Counsel

&Company Secretary

Kevin Windle

Managing Director Ireland

Sarah joined SIG in 2022 and joined

the ELT in 2023, overseeing investor

relations and communications.

Sarah has over 22 years’ experience

in corporate affairs and investor

relations, holding prior roles

at Intertek Group plc, Accys

Technologies plc and Good Energy

plc. She began her career in

corporate law and corporate affairs

in the telecommunications sector.

Bert joined SIG in 2023 as

Managing Director Benelux. He

brings a wealth of expertise in the

building materials and pitched

and flat roofing markets, having

gained experience with renowned

international companies, including

BMI Monier and Icopal over the last

15 years.

Tom joined SIG in September 2025.

Prior to joining SIG, Tom led M&A

and strategy at RPC Group plc

and subsequently led corporate

development for the EMEA region

of RPC’s successor company,

Berry Global Inc. Tom has over

25 years’ experience in corporate

development, M&A, corporate

finance and strategy, having also

worked previously within Grant

Thornton’s UK lead advisory

team. Tom is a qualified chartered

accountant and began his career

at PwC.

Marcin joined SIG in 1999 as

Managing Director of SIG Poland.

With over 27years of experience

in the specialist construction

distribution industry, he previously

served as Managing Director

at Sitaco. Prior to this, he held

various positions at Saint Gobain

Isover before becoming Sales and

Marketing Director for Isover Poland.

Andrew joined SIG in 2019. He has

over 27 years’ experience as legal

counsel across public and private

sectors. Prior to joining SIG, Andrew

was General Counsel at Hyve

Group plc and General Counsel &

Company Secretary at Ebiquity plc.

Andrew began his career working

in law firms, including Trowers

& Hamlins LLP where he was

aPartner.

Kevin joined SIG in 2014 as Finance

Director Ireland and was appointed

Managing Director Ireland in 2019.

Prior to joining SIG, Kevin was the

EMEA Finance Director for Glanbia

Performance Nutrition and held

the position of Finance Director for

Grafton Merchanting Ireland. Kevin

has over 24 years of experience in

finance and leadership roles within

the building merchanting industry.

SIG Annual Report and Accounts 2025

Strategic report Governance Financials

Corporate governance report

Board arrangements

Managing time commitments

The Board is satisfied that there is no compromise to

theindependence of Directors who have other external

appointments. Each of the Non-Executive Directors brings

their own senior level of experience and expertise, and the

balance between non-executive and executive representation

encourages healthy independent challenge.

Prior to appointment, Directors are required to disclose other

directorships. The Nominations Committee reviews the

commitments of Directors upon appointment, any proposal

for reappointment and following a change in roles, to ensure

that each of the Directors has sufficient time to fulfil their

responsibilities. Directors must not take on additional external

appointments without the approval of the Board. During

2025, approval was given to Andrew Allner prior to taking

uphis role as Chair of the McAvoy Group.

Board support

The Directors have full access to the Company Secretary,

whose responsibility is to ensure that Board policies and

procedures are followed, including minuting of any unresolved

concerns that any Director may have in connection with the

Group. During the year there were no such unresolved issues.

Directors wishing to take independent legal advice in the

furtherance of their duties may do so at the Group’s expense.

On resignation, if a Non-Executive Director had any concerns,

the Chairman would invite them to provide a written statement

to the Board. The appointment and removal of theCompany

Secretary is a matter reserved for the Board. The Board and

its Committees are provided with sufficient resources to

undertake their duties. Appropriate training is available to all

Directors on appointment and on an ongoing basis as required.

The Group operates a paperless meeting system for the

Board and its Committees, which supports our online drive

across the Group and impact on the environment. Board

andCommittee papers are accessible to Directors through

anelectronic portal as well as information such as analyst

and shareholding reports and financial results. There is

a‘Reading Room’ within the portal where Directors can

viewother relevant Company information. The Group General

Counsel & Company Secretary attends all Board meetings

and is at hand to answer questions or offer independent

advice or expertise to Directors.

Election and re-election of Directors

All Directors are subject to election at the AGM following

theirappointment and to re-election every three years.

Inaccordance with the Code, all Directors seek election

orre-election at the AGM each year.

The 2026 Notice of AGM includes the skills and experience

that each Director has, and a statement as to why their

contribution is and continues to be important to the Group’s

long-term sustainable success.

It is the view of the Board that each of the Non-Executive

Directors brings considerable management experience

andan independent perspective to Board discussions and

isconsidered independent of management. Each of the

independent Non-Executive Directors is considered free from

any relationship or circumstance that could affect, or appear

to affect, the exercise of their independent judgement.

The Chairman intends to confirm at the AGM that, as

evidenced by the 2025 Board performance review, the

performance of each individual Director continues to be

effective, and each Director acts with integrity, leads by

example, promotes the desired culture and demonstrates

commitment to the role.

The terms of the Directors’ service contracts are disclosed

inthe Directors’ remuneration report on page 101. Full details

of Directors’ remuneration, interests in the share capital of

theCompany and share options held are set out on page

106. Directors’ service contracts and the letters of

appointment ofthe Non-Executive Directors are available for

inspection atthe Company’s registered office and will be

available at the2026 AGM.

Induction and training

Directors receive induction training on their duties, the

responsibilities of a listed issuer, and the obligations of

acompany admitted to the Equity Shares (Commercial

Companies) category of the Official List of the FCA.

Onappointment, Directors also receive an induction to

theGroup. This involves meetings with each Board member,

ELTmembers, external advisors (such as brokers, auditors

and financial advisors), visits to branches and access to key

corporate materials. The programme ensures that they are

well briefed on current Board topic areas, the Group’s strategy,

purpose and structure, stakeholder engagement activities,

operations, finance and the industry. The Chairman reviews

with the Board its ongoing training and development needs.

Division of responsibilities

1 2 3 4 5

SIG Annual Report and Accounts 2025

Board performance review

The Board undertakes an annual review of its own and its Committees’ performance.

The recommendations from the 2024 performance review are set out below together with a summary of the progress that

wasmade to satisfy the recommendations during the year.

2024 recommendations Action taken during 2025

Developing the plan to make the Group a profitable,

cashgenerative, and financially sustainable business

andone thereby capable of creating value for shareholders

Despite the challenging market conditions that continued

toprevail in 2025, the Group delivered improved underlying

profitability and a significantly reduced cash outflow.

Morerecently, the Vision 2030 strategy has been published,

asexplained in more detail in the Strategic report.

Making material progress in addressing the UK Insulation

and Drylining business through focused Board reviews,

understanding the issues and challenges, and supporting

the management team

A new Managing Director joined the business in October 2024,

with a clear objective to deliver improved financial returns.

Duringthe year the Board supported him with the turnaround

ofthe business. We are pleased to report that despite the

challenging trading conditions the business delivered material

profit improvement through strong operational execution.

Continuing to drive the talent agenda, ensuring retention

and strong incentivisation of high performing leaders

whilst also addressing areas of weakness and

underperformance. Board review of culture

The ELT and their first-line reports were strengthened during the

year, notably with the appointment of seasoned professionals to

the new roles of Chief Procurement Officer and Group Corporate

Development & Strategy Director. The Board continued to ensure

that it has a flexible and pragmatic framework within which

incentives to management can be delivered appropriately,

including through the revisions to the Directors’ Remuneration

Policy to be put to shareholders for approval at the 2026 AGM.

The annual employee engagement survey provided the Board

with feedback on which to evaluate the Group’s culture.

Process and outcomes of the 2025 Board

andCommittee performance review

During the year, the Board approved a questionnaire to be

completed by all Directors with certain questions requiring,

inaddition, open text comment answers. The questionnaire

focused on several key topics aligned to the Code, including

Board leadership and culture; Group purpose and strategy;

and Board and ELT composition and succession, including

diversity, equality and inclusion. There were subsets of the

questionnaire specific to each of the Audit & Risk Committee,

the Remuneration Committee and the Nominations Committee.

The 2025 Board and Committee performance review was led

by the Chairman and the Group General Counsel & Company

Secretary and the responses to the questionnaire were

discussed with the Chairs of each of the Committees

regarding the sections of the questionnaire specific to those

Committees. As part of the review, the Chairman met with the

Non-Executive Directors individually to discuss the feedback

on their performance, and the SID met with the Chairman to

discuss his performance.

The Board priorities for 2026 include:

– Focus on optimising operational leverage.

– Significant progression on optimising the business portfolio.

– Continuing to develop the Board succession pipeline,

including for the Chair and CEO roles.

Further information on the objectives set by each Committee

for 2026 can be found in their reports.

Composition, succession and evaluation

1 2 3 4 5

SIG Annual Report and Accounts 2025

Strategic report Governance Financials

Nominations Committee report

Corporate governance report

Committee members

Andrew Allner

(Chairman)

Alan Lovell

Bruno Deschamps

Kath Durrant

Shatish Dasani

Simon King

1. Independent on appointment.

On behalf of the Nominations Committee (“the Committee”),

Iam pleased to present its report for the year ended

31December 2025. The report describes how the

Committeehas carried out its responsibilities during the year.

Committee purpose and aims

To lead the process for Board appointments, ensure plans

are in place for orderly succession to both Board and senior

management positions, and oversee the development of

adiverse talent pipeline for succession.

The Committee aims to maintain the appropriate balance

ofskills, knowledge, experience, diversity and independence

of the Board and its Committees to ensure their continued

effectiveness.

Role and responsibilities

To review the structure, size and composition (including

theskills, knowledge, experience and diversity) required

ofthe Board compared to its current position and in light

offuture challenges affecting the business.

To make recommendations to the Board regarding any

changes, to ensure that plans are in place for the orderly

succession and development of Directors and other senior

executives, and to oversee the development of a diverse

pipeline for succession. To ensure that all newly appointed

Directors undertake appropriate induction training to ensure

that they are fully informed of the strategic and commercial

issues affecting the Group and the markets in which it

operates, as well as their duties and responsibilities as

aDirector of the Board.

Working with the Chief People Officer, to take an active role

insetting and meeting diversity objectives and strategies for

the Group as a whole.

Meetings and membership

During the year, the Committee met on two occasions.

Following the resignation of the former Group CEO in May,

formal meetings related to the Group CEO succession

process were conducted as Board meetings. The quorum

forCommittee meetings is three members, the majority

ofwhom must be independent Non-Executive Directors.

Members of the Committee are not involved in matters

affecting their own position.

The Committee comprises the Chairman and five Non-

Executive Directors of whom four are independent

Non-Executive Directors. No Executive Directors are

appointed to the Committee; however, they may attend

byinvitation if the matters to be discussed require their

participation. The Chief People Officer attends Committee

meetings. Attendance at Committee meetings is set out

onpage 56.

Highlights from the year

– Appointment of our new Chief Executive Officer and

Chairdesignate, Pim Vervaat on 1 October 2025.

– Considered the Executive Leadership Team composition

including changes to membership during the year.

– Reviewed the Board composition and membership

ofCommittees.

– Reviewed diversity and inclusion across the Group.

Composition, succession and evaluation

1 2 3 4 5

SIG Annual Report and Accounts 2025

The Committee in 2025

Board composition and succession planning

The Board comprises nine Directors: the Chairman of the

Board, two Executive Directors, and six Non-Executive

Directors, of whom four are independent Non-Executive

Directors.

During the year, and in accordance with its usual practice,

theCommittee reviewed the wider composition and balance

of the Board. The review considered the membership of the

Committees of the Board, the balance on the Board between

Executive and Non-Executive Directors, the tenure of the

Directors, diversity on the Board and the independence of the

Non-Executive Directors. The Non-Executive Directors, other

than Bruno Deschamps and Diego Straziota who are CD&R

representatives on the Board, are considered independent

asat the date of this report. On appointment to the Board,

the Chairman was considered independent in accordance

with the terms of the Code.

The Committee will continue to keep under review the skills

and experience of the Board, covering both Executive and

Non-Executive positions, ensuring plans are in place for

orderly succession, to ensure the Group continues to

compete effectively in the markets in which it operates.

The Committee acknowledges that Board succession

planning will be a topic of focus in the short to medium term

with the CEO and Chair designate role change and as other

Directors near the end of their tenures. The Committee will

lead the appointment process for new Director appointments.

For more information on the biographical details for each

Director see pages 52 to 53.

Non-Executive Directors are initially appointed for a three-year

term and their reappointment for a further term is a matter for

approval by the Committee. In making recommendations for

the annual re-election of the Chairman and Non-Executive

Directors, the Committee considers the skills, knowledge,

experience, independence and the time commitments of

each Director to ensure that they have sufficient time to fulfil

their responsibilities to the Group. In accordance with the

Code all Directors will accordingly be put forward for election

or re-election at the 2026 AGM. Details of the reasons each

Director continues to contribute to the success of the Group

are contained in the Notice of AGM.

1. The Board were asked to score themselves from 0 (no/little experience)

to3(detailed knowledge/experience) to give a score out of 30 for each topic.

SIG Annual Report and Accounts 2025

Strategic report Governance Financials

Board composition

(%)

Independent Non-Executive

Directors 5

Non-Independent 2

Executive Directors 2

Board gender balance

(%)

Male 8

Female 1

Board tenure (%)

0-4 years 2

4+ years 7

Ethnic diversity (%)

White British/other white 8

Asian/Asian British 1

Strategy/M&A

Construction or distribution sector experience

Technology/digital

Health & Safety

Sustainability/ESG

Financial expertise

Listed company/corporate governance

International

22Risk management

Summary of Directors’ skills¹

As at 3 March 2026

Chief Executive Officer recruitment process

At the end of October 2026 I will have served nine years as

Chairman and accordingly a formal, rigorous and transparent

process to find my successor as Chair was commenced early

in 2025, led by the Senior Independent Director Kath Durrant.

The Board identified Pim Vervaat, with his significant

experience of operating in decentralised European businesses

and strong track record of delivering shareholder value, as a

potential successor for the Chair role. Following Gavin Slark’s

resignation as CEO announced on 9May, the Board asked

Pim whether he would be interested in joining the Board as

CEO, for a limited period, prior to transitioning tobecome

Chair. Pim, like the Board, felt that this would workwell for

thebusiness and consequently agreed. Ahead of the

announcement on 8 July of Pim’s appointment, the Board

consulted with the Company’s major shareholders inrelation

to Pim’s expected transition from the role of CEO toNon-

Executive Chair. As is explained on page 51, the Board

issatisfied that these exceptional circumstances

justifyadeparture from Provision 9 of the UK Corporate

Governance Code.

It is expected that Pim will transition to the role of Non-

Executive Chair after serving approximately 18 months in

theCEO role, when I intend to step down as Non-Executive

Chair, and from the Board. A process to identify Pim’s

successor as CEO will be undertaken in advance of this

handover. Following the year end, my term of office has

beenextended to 29 April 2027, being the expected date

ofthe 2027 AGM. The 2026 Notice of AGM sets out why

theBoard considers it appropriate that I serve as a Director

ofthe Company for slightly in excess of nine years.

Group Executive Leadership Team (ELT)

appointments

In September 2025, the ELT was strengthened with two

appointments: Darin Evans joined the Group as Chief

Procurement Officer and Tom Saunderson joined as

GroupCorporate Development & Strategy Director. Darin

willsupport each operating company in their procurement

strategies whilst Tom will lead strategy and corporate

development activities, working with and providing support

tothe operating companies. Biographical details of all ELT

members can be found on pages 62 to 63.

Talent and succession planning

During 2025, the Committee considered succession

planningfor the ELT. The Committee has visibility of a

rangeof employees who have been identified as potential

succession candidates for such roles in the short, medium

and long-term. The Committee reviews the development

programmes for these individuals whilst supporting the

development of adiverse pipeline of future leaders.

The Committee is committed to proactively identifying and

developing leadership from within the Group whilst ensuring

that we attract applications from high calibre external

candidates. To achieve this we will continue to invest in

leadership and executive development to ensure a diverse

balance of future successors for key roles within the Group.

Corporate governance report

Nominations Committee report

Diversity and inclusion

The Board acknowledges the importance of diversity

initsbroadest sense in the Boardroom as a driver of

Boardeffectiveness. The policy on Board diversity, which

complements the Group’s wider diversity policies and

ourstrategic vision, was reviewed by the Board during

theyear and is available on the Group’s website.

The Board acknowledges that, as at 31 December 2025,

whilst it met two out of the three UK Listing Rules (“UKLR”)

diversity targets, its composition did not yet meet the UKLR

requirement of female representation of at least 40%. The

Board comprises nine Directors, of whom one is a woman.

CD&R has the right to appoint two Directors, under the

Relationship Agreement, and CD&R’s two appointees to

theBoard are both male. On a statistical level, this makes

meeting higher thresholds of gender diversity more

challenging whilst maintaining what the Board considers to

be an appropriate and effective size. With Kath Durrant being

SID we have achieved the UKLR requirement of having at

least one senior Board position held by a female. We also

meet the Parker Review and UKLR target of ensuring at least

one Board member is from an ethnic minority background.

As at 31 December 2025, representation of women within the

ELT was 14%, and within the ELT and their direct reports was

31%. The Committee recognises that female representation

at Board level and at our most senior levels can be improved.

The Board and senior leadership’s gender identity and

ethnicity data presented in accordance with UKLR 6.6.6R (9)

can be found on page 111.

The Committee receives regular information on diversity from

across the Group, except from those countries where the law

does not permit such information to be gathered. The Group

continues to ensure where possible that recruitment for any

new roles has a shortlist of diverse candidates.

SIG has a number of diversity and inclusion initiatives

underway across the business and a Group DEI framework

guides activities across the business, while allowing each

operating company flexibility to ensure alignment to local

culture. The programme aims to enhance DEI awareness

across SIG. This year, we expanded the scope of our

DEIinitiative through THRIVE@SIG, a holistic approach

toworkplace culture and wellbeing, supporting all our people.

Further information on our DEI activities during the year can

be found on page 24.

Review of Committee terms of reference

During the year, the Board reviewed the terms of reference

ofthe Committee and made a number of non-material

updates to them. These can be found on the Group’s website

at www.sigplc.com.

Composition, succession and evaluation

1 2 3 4 5

SIG Annual Report and Accounts 2025

Committee performance review

An internal performance review of the Committee was conducted for 2025 and further details can be found on page 65.

Therecommendations from the Committee’s 2024 performance review are set out below together with a summary of the

progress that was made to satisfy the recommendations during the year:

2024 recommendations Action taken during 2025

Board structure and

succession

Succession planning was a key focus of the Committee following the resignation of the previous

CEO, which led to the appointment of Pim Vervaat as CEO and Chair designate in October 2025.

The process to find Pim’s successor will commence during 2026. The Committee notes that

someDirectors are now serving, or are due to shortly begin serving, their final terms of office

andsuccession planning will continue to be a key focus area.

Review of ELT talent

andsuccession

During the year, there were two new joiners to the ELT, being the Chief Procurement Officer

andtheGroup Corporate Development & Strategy Director. The Committee’s view was that

theappointments were important to support the Group’s future growth and development.

Review of talent pipelines

for leadership and critical

roles

During the year, the Committee reviewed the talent and succession pipeline for ELT roles,

assessingcritical skills and retention risks.

The priorities that the Committee has established for 2026 include:

– Succession for the Group CEO role.

– Board structure and NED succession.

Andrew Allner

Chair of the Nominations Committee

3 March 2026

SIG Annual Report and Accounts 2025

Strategic report Governance Financials

Audit & Risk Committee report

Corporate governance report

Committee members

Shatish Dasani (Chair)

Alan Lovell

Kath Durrant

Simon King

On behalf of the Audit & Risk Committee (“the Committee”),

Iam pleased to present its report for the year ended

31December 2025. The report describes how the

Committeehas carried out its responsibilities during the year.

Committee purpose and aims

To provide effective oversight and governance over

theintegrity of the Group’s financial reporting (including

climate-related financial disclosures) so as to ensure that

theinterests of the Company’s shareholders and other

keystakeholders are considered and protected.

To make recommendations on the reporting, control, risk

management and compliance aspects of the Directors’ and

Group’s responsibilities, providing independent monitoring,

guidance and challenge to senior management in these areas.

The Committee’s aims are to ensure high standards

ofcorporate and regulatory reporting; an effective risk

management and internal control framework; and effective

compliance monitoring. The Committee believes that

robustness in these areas enhances effectiveness and

reduces the risks of the Group to an acceptable level.

Role and responsibilities

The Committee supports the Board in fulfilling its oversight

responsibilities in ensuring the integrity of the Group’s

financial reporting, internal control framework and overall risk

management process, and relationship with the Company’s

external Auditor.

Financial reporting

– Monitoring and reviewing the Group’s accounting

principles, practices and policies, including the integrity

ofthe Group’s consolidated financial statements, and

compliance with legal and regulatory requirements and

financial reporting standards, including climate-related

financial disclosures.

– Providing advice on whether the Annual Report and

Accounts, taken as a whole, is fair, balanced and

understandable, and provides the information necessary

forshareholders to assess the Group’s position and

performance, business model and strategy.

– Reviewing external financial reporting and associated

announcements, including significant financial reporting

judgements contained in them.

Risk management and internal control framework

– Overseeing the adequacy and effectiveness of the internal

control framework.

– Reviewing and monitoring the effectiveness of the risk

management procedures in place and the steps being

taken to mitigate the Group’s risks.

External audit

– Making recommendations to the Board on the appointment,

removal, remuneration and terms of engagement of the

external Auditor.

– Reviewing and assessing the external Auditor’s independence

and objectivity, taking into account relevant UK law and

professional and regulatory requirements.

– Ensuring compliance with the policy on non-audit services.

– Reviewing and approving the annual audit plan and

assessing the effectiveness of the audit process.

Audit, risk and internal control

1 2 3 4 5

SIG Annual Report and Accounts 2025

Risk & Assurance

– Monitoring and reviewing the effectiveness of the Group’s

Risk & Assurance function, ensuring the necessary

resources are in place for it to perform effectively.

– Reviewing and approving the annual internal audit plan

andmonitoring its effectiveness, including reviewing timely

implementation of management actions on agreed control

recommendations.

Sustainability reporting

– Reviewing whether sustainability related disclosures,

particularly in the context of new and upcoming reporting

requirements, are appropriate and whether the assumptions

used in the financial statements are aligned with these

disclosures.

Meetings and membership

The Committee meets regularly throughout the year,

withfourmeetings being held during 2025. Key matters

considered at meetings of the Committee are set out below.

The Board considers that each member of the Committee

was independent throughout the year, and remains so, and

there are no circumstances which are likely to impair their

independence according to the factors set out in the Code or

otherwise. The knowledge and experience of the Committee

members means that the Committee is competent in the

sector in which the Group operates. All Committee members

have a wide range of business experience and expertise

suchthat the Committee can fulfil its responsibilities.

Shatish Dasani, as Chair of the Committee, is a chartered

accountant and has recent and relevant financial experience

for the purposes of the Code. For more information on

theskills and experience of each Committee member

seepages 52 to 53.

Attendance by individual members of the Committee

isdisclosed in the table on page 56. The Committee Chair

regularly invites senior management to attend meetings

oftheCommittee to discuss or present specific items.

The CFO, Ian Ashton, attended all of the Committee meetings

in 2025, as did the Chairman of the Board. The external

Auditor, the Group Director of Audit and Risk, and the

GroupFinancial Controller also attended all meetings of the

Committee and have direct access to the Committee Chair.

The Committee meets regularly with the external Auditor

without the Executive Directors being present, and the

Committee Chair also meets with the external Auditor, the

CFO, the Group Financial Controller and the Group Director

ofAudit and Risk in advance of Committee meetings.

In accordance with the Relationship Agreement with CD&R,

Diego Straziota, a Director nominated by CD&R, attended

asan observer all Committee meetings held this year.

Asanobserver, Diego is entitled to attend meetings but

cannot affect the decision-making of the Committee.

Highlights from the year

– Review of the 2024 Annual Report and Accounts, including

key judgements, the going concern basis of preparation

and viability statement

– Group risk register and principal risk review, including

deepdive of specific and emerging risks

– Risk update and Annual Report disclosure

– Review of 2025 half-year results announcement

– Post-investment reviews

– Biannual cyber security review

– Review of current and proposed sustainability reporting

obligations

– Received updates on the work underway to prepare for

thechanges introduced by the UK Corporate Governance

Code 2024 (“the Code”), specifically in relation to the new

Provision 29

At every meeting the Committee considers:

– Report of the CFO

– Report of the external Auditor

– Report of the Group Director of Audit and Risk

– Minutes and actions from previous meetings

The Committee also considered during the year:

– Internal controls and the control framework

– Progress on identification of material controls and plans

fortesting purposes of Provision 29 of the Code

– Senior Accounting Officer annual review

– Annual external Auditor evaluation

– Report on Tax and Treasury matters

– Review and approval of non-audit services from the

external Auditor

– Committee performance review and 2025 actions

– Review of the effectiveness of the Internal Audit function

– Review of the Committee terms of reference

– Facilities management risk assessment update

– IT general controls assessment SIG France and SIG UK

SIG Annual Report and Accounts 2025

Strategic report Governance Financials

The Committee in 2025

Significant financial judgements

The Committee considered a number of significant accounting matters during the year, related to areas requiring management

to exercise particular judgement or a high degree of estimation. These matters were discussed and reviewed with management

and the external Auditor and the Committee challenged judgements and sought clarification where necessary. The matters

andhow they were addressed by the Committee are set out below:

Key financial reporting and significant financial judgements

considered in relation to thefinancialstatements How the issue was addressed by the Committee

Carrying value

of goodwill and

other non-

current assets

The carrying value of goodwill and

other non-current assets is reviewed

at the mid-year point and at year end.

The Group estimates arecoverable

amount for each individual cash-

generating unit (“CGU”) based on

forecast revenues, operating margins

and discount rate risk adjusted where

appropriate. For Benelux and UK

Interiors the recoverable amount is

determined based on fair value less

costs ofdisposal as this is higher

thanvalue in use.

The results of the 2025 impairment review have been reviewed.

TheCommittee considered the impairments of goodwill and intangible

assets recognised in relation to Miers (£20.7m) and the former UK

Specialist Markets businesses transferred into UK Interiors (£2.7m) and

is satisfied withthe conclusions reached. For the other CGUs where the

assessment isbased on value in use, the Committee considered the

level of headroom and sensitivity analysis performed, in particular the

percentage change in the key assumptions that would be required to

lead to the value in use equalling carrying value. The Committee

reviewed the disclosures in the Consolidated financial statements in

relation to this.

For the UK Interiors and Benelux CGUs, the Committee has considered

the assessment of recoverable amount based on fair value less costs of

disposal. The value of the property right-of-use assets is supported by

the independent third-party valuations for a number of properties,

based on the potential rental income to be obtained from subletting.

Animpairment of £6.3m has been recognised against fleet right-of-use

assets in UK Interiors, where there is no right of sublet or early

termination under current contractual terms.

The Committee also considered the impairment review performed in

relation to the parent company’s investments in subsidiaries and was

satisfied that the £28.3m impairment charge is appropriately

recognised and disclosed inthe Company financial statements.

Outcome: The Committee was satisfied with the conclusions reached

and with the disclosures in the Consolidated financial statements.

Recognition and

measurement of

supplier rebate

income

Procedures and controls are in place

to ensure that the reporting, reviewing

and accounting forsupplier rebate

income is properly managed and

thatsupplier rebates are recognised

appropriately in the Consolidated

financial statements.

The Committee considered the adequacy of work performed in the year

togain assurance that procedures and controls in place were effective.

Thisincluded the Committee considering the controls in relation to the

reporting, reviewing and accounting for supplier rebates, and

considered the level of supplier rebate receivable balances at 31

December 2025 compared to the supplier rebate income recognised,

and has reviewed the relevant disclosures in the Consolidated financial

statements.

Outcome: The Committee was satisfied that the recognition and

measurement of supplier rebate income was disclosed appropriately.

Disclosure of

Other items

The Group presents income statement

items in the middle column of the

Consolidated income statement,

entitled Other items, when they are

significant in size and nature, and

either do not form part of the trading

activities of the Group orwhere their

separate presentation enhances

understanding of the financial

performance ofthe Group.

The Committee carefully considered the judgements made in the

separate disclosure of Other items. In particular, the Committee sought

to ensure that the treatment followed consistent principles and that

reporting in the Consolidated financial statements is suitably clear and

understandable.

Outcome: The Committee agreed that the costs were appropriate to

be treated as non-underlying.

Going concern

basis and

viability

statement

The Group is required to assess if

ithas access to sufficient resources

tocontinue as a going concern and

assess the period of viability.

The Committee considered the review of going concern and

longer-term viability performed bymanagement and reviewed the

financial statement disclosures.

Outcome: On the basis of the financing available to the Group and the

Group’s latest financial forecasts, the Committee was satisfied with the

conclusions over going concern and longer-term viability. Further detail

onthe going concern assessment prepared by the Group isincluded

on page 41.

Corporate governance report

Audit & Risk Committee report

Audit, risk and internal control

1 2 3 4 5

SIG Annual Report and Accounts 2025

Oversight of the risk management and internal

control framework

The Committee reviews and examines the effectiveness of

the Group’s risk management and internal control framework

and advises the Board in the exercise of its responsibility

formaintaining sound risk management and internal control

systems. The Board has approved a set of policies,

procedures and frameworks for effective internal control

andrisk management.

These procedures are subject to regular review and provide

an ongoing process for identifying, evaluating and managing

the significant risks faced by the Group. Such a system is

designed to manage, rather than eliminate, the risk of failure

to achieve business objectives and can provide only

reasonable and not absolute assurance against material

misstatements or loss.

Risk management

The Committee supports the Board in its oversight of ensuring

the integrity of the Group’s financial reporting, internal controls,

risk management processes and the relationship with the

external Auditor. On an annual basis the Committee oversees

the review of the Group’s key strategic risks and uncertainties.

In performing this review, the Committee seeks the opinions,

and takes into consideration the inputs, of a broad range of

SIG stakeholders. This included the consideration of the

outputs of individual strategic risk assessments, performed

ateach of our operating companies, the insight and views

ofthe ELT andthe outputs of one-to-one meetings held

between theGroup Director of Audit and Risk and individual

Board members and senior management.

These risks are also subject to review on a periodic basis

whereby the Committee considers the impacts of any

changes to SIG’s risk profile arising from updates from the

Group Director of Audit and Risk on key issues in relation

tothe Group’s risk management systems and processes,

theoutputs of deep-dive risk reviews, updates to individual

operating companies’ strategic risk registers and issues

identified through other assurance activities completed

across the Group during the year.

Risk management roles and responsibilities:

The Committee

– Has responsibility for reviewing and examining the

effectiveness of the risk management and internal control

framework implemented by management.

– Reviews and recommends the annual strategic risk

reporting process to the Board for approval. On a periodic

basis, it reviews the status of key risks and uncertainties,

the effectiveness of internal controls or other mitigations

implemented and trends and issues arising from key risk

indicators.

Executive Leadership Team

– Each ELT member is responsible for reviewing, at least

biannually, the status of strategic risks and uncertainties

relevant to their area of responsibility.

Operating company Managing Directors

– Responsible for ensuring their operating company has an

appropriate and proportionate risk management process

which captures, assesses and prioritises business risks

and identifies appropriate mitigation strategies. This

process is reviewed and, if necessary, updated, on

aregular basis or when changes in business activities

orexternal events are likely to have a reasonable impact

onthe operating company’s risk profile. Each operating

company’s Managing Director is also responsible for

formally approving and signing off their operating

company’s strategic risk report.

Group Director of Audit and Risk

– Provides advice and, where requested, support to Group

and operating companies’ management to ensure their

completion of risk management activities.

– Regularly reviews the output of operating companies’ and

Group functions’ risk management activities and processes

in order to provide reasonable assurance to the Committee

that appropriate internal controls have been implemented to

mitigate the likelihood of risks materialising and minimising

potential impacts arising.

– Works collaboratively with the Committee, ELT and

operating company Managing Directors to prepare an

annual review of strategic risks and uncertainties to ensure

that the nature and treatment of critical risks and uncertainties

(relative to both the Group and each operating company’s

strategic plans) are appropriately articulated, and that

appropriate mitigations are implemented where necessary.

Internal control framework

The Group has adopted an assurance framework which

provides a structured means to support the ongoing process

of identification, evaluation and management of significant

risks faced by the Group. The aim of the framework is to

ensure that a single easily explainable framework exists for all

aspects of control (financial and non-financial), with individual

elements clearly defined and understood, and a clear linkage

throughout the framework from a branch to Board level.

Theframework is the basis on which the annual plan is built.

Major activities performed as part of the annual controls plan

for 2025 included:

– Identifying key material controls across the Group and

aframework for ongoing governance;

– Implementing fraud prevention measures as a result of the

Economic Crime and Corporate Transparency Act 2023;

– UK third-party shared services audit;

– Review and refresh of the quarterly key controls statement;

and

– Monitoring actions and supporting owners with remediation

activities with regular reporting to the Committee.

SIG Annual Report and Accounts 2025

Strategic report Governance Financials

The Committee has responsibility for reviewing the adequacy

and effectiveness of the Group’s internal control framework.

At each Committee meeting, reports are provided on the

findings of the operating companies, reviews conducted

bythe Group Head of Internal Controls and Internal Audit,

investigations and management agreed actions.

TheCommittee receives regular reports on progress

andanyissues arising.

Oversight of Internal Audit

The Group Internal Audit function provides independent

assurance to senior management and the Board on the

adequacy and effectiveness of SIG’s risk management and

internal control framework. Internal Audit forms an independent

and objective assessment as to whether risks have been

adequately identified, appropriate internal controls are in

place to manage those risks and whether the controls are

working effectively.

The Committee reviewed the remit, organisation, and

resources of the function, together with the internal audit plan.

The internal audit plan was regularly reviewed during the year

to ensure it remained aligned to the key risks of the business

and that the function was appropriately resourced.

The Internal Audit function includes French and Polish

speakers as well as English. External resources continue

toprovide co-sourced support, when necessary, to Group

Internal Audit to cover specialist areas.

Audit reports were presented to the Committee with areas

ofweakness resulting in action plans being developed and

follow-up reports required to ensure that actions had been

completed acceptably.

Examples of internal audit reports issued during the year

include reviews of:

– AI Governance

– International sourcing due diligence

– UK Entertainment & Hospitality

– SIG Poland IFS ERP implementation

– SIG UK product information management

Consistent with previous years, the Committee agreed the

process for the evaluation of the performance of the Group

Internal Audit function, which involved the circulation of

aquestionnaire tailored for several participating stakeholder

groups. The questionnaire was sent to the Committee,

Executive Directors, Managing Directors and Finance

Directors of the operating companies and the external

Auditor. Members of the Internal Audit team were also asked

tocomplete a questionnaire by way of self-assessment.

The areas of focus for the Group Internal Audit function

for2025 are set out below together with a summary of

howthese were addressed during the year:

1. Greater understanding of the risk factors and

prior findings used to prepare the annual plan

andopportunity for the Committee to review

theplan earlier during the planning process.

During 2025 the status of the Internal Audit plan was

reviewed at every Committee meeting and approval

wassought for potential additions or other amendments

totheplan. Internal Audit also met with the Chair of the

Committee to discuss potential audit topics for 2026

andpresented an indicative internal plan for consideration

at the December meeting.

2. Assess the quantity of audits to be conducted

during the year, aim to complete audits within

theagreed timeframe to mitigate disruption to

theOpcos and ensure findings and remediation

are discussed, taking account of the level of

resource and costs.

The Committee approves the annual audit plan and

reviews the progress of the Group Director of Audit and

Risk in delivering the plan through regular updates to the

Committee, with a focus on monitoring of open or overdue

management actions and commitments made.

3. Explore the use of technology and further

embedding of data analytics techniques to

continue to develop the effectiveness and

efficiency of the internal audit.

In 2025 a digitalisation strategy for the Internal Audit

function was presented to the Committee, and there has

since been investment in skills and training for the Internal

Audit function and Internal Controls team through the use

of Microsoft CoPilot to perform volume testing and data

analytics. To further improve the use of new technologies,

an AI augmented ACL data analytics tool will be introduced

in 2026.

4. Ongoing focus required to continue to improve

the timeliness of management response to audit

findings and drive actions in line with the agreed

timetable.

The Internal Audit function utilises a third party database

tomanage the monitoring and reporting of agreed

management actions. Regular reports were provided

tothe Committee on the status of open and overdue

management actions, with a focus on understanding

thereasons for delays and mitigations implemented

tominimise potential risk exposures. Internal Audit also

re-audited topic areas where significant issues were

identified, and in 2025 re-audited risks and recommendations

relating to property and quality assurance audits

performed the previous year. In both instances, all

significant actions were found to have been addressed.

The evaluation for 2025 found that the Group Internal Audit

function adds value, maintains its independence, provides

abroad range of assurance and is effective overall.

Corporate governance report

Audit & Risk Committee report

Audit, risk and internal control

1 2 3 4 5

SIG Annual Report and Accounts 2025

The areas of focus for 2026 were agreed by the Committee

and include:

1. Assess the quantity of audits to be conducted during the

year and work closely with the operating companies to

determine reasonable timelines for closing audit actions,

taking account of business priorities and resources.

2. Further evolve data analytics capabilities of the IA function

and assess the use of AI by the operating companies

including the risks to the business of utilising AI.

Oversight of external Auditor

The Committee is responsible for maintaining the relationship

with the external Auditor on behalf of the Board. The

Committee ensures that the external Auditor has full access

to Company employees and records. Ernst & Young LLP

were appointed as the Group’s external Auditor in July 2018

following a tender. Shareholders formally approved their

reappointment at the Annual General Meeting in May 2025.

This financial year end is Ernst & Young’s eighth year in office

as external Auditor. There is no intention to conduct any

retendering exercise currently, but this will be reviewed

annually, taking into account the performance and effectiveness

of the Auditor, as assessed by the Committee.

The Committee makes recommendations to the Board in

relation to the appointment, reappointment and removal of

the external Auditor. The Committee approves the external

Auditor’s terms of engagement and remuneration and

reviewsthe scope of the audit plan.

The Committee monitors the rotation of the lead audit

partnerevery five years in accordance with the FRC’s Ethical

Standard. The current lead audit partner, Mr Adrian Roberts,

has completed his third year as lead audit partner.

How the Committee assessed the audit quality

andeffectiveness

The Committee considers the effectiveness of the external

Auditor regularly during the year, including its independence,

objectivity, appropriate mindset and professional scepticism.

This is assessed through:

– Monitoring the external Auditor’s progress against the

agreed audit plan, taking into consideration UK professional

and regulatory requirements.

– Quality of the external Auditor’s reports, communications

and support to the Committee.

– Robustness of the external Auditor’s handling of significant

financial judgements.

– Interaction between management and the external Auditor.

– Provision of non-audit services.

– Performance evaluation of the external Auditor.

In July, the external Auditor provided the Committee with

theirplan for undertaking the year end audit, which highlighted

the proposed approach and scope of the audit, and identified

key areas of audit risk, including the audit approach for these

areas. The Committee reviewed and, where appropriate,

challenged the basis for the audit plan before agreeing the

proposed approach and scope of the external audit.

The external Auditor prepared a report of their audit

findingsat year end, which they presented to the Committee.

Thefindings were reviewed and discussed in detail by the

Committee. The Committee assessed the quality of the

auditplanning, delivery and execution, and the quality of

knowledge and service of the audit team. The Committee

assessed the Auditor’s approach to providing auditor

servicesand concluded that the audit team was providing

therequired quality in relation to the provision of their services,

with appropriate rigour and challenge, and had applied

appropriate professional scepticism throughout the audit.

External Auditor performance evaluation

For the year ended 31 December 2024, the Group assessed

the external Auditor’s performance using a questionnaire

sentto key finance and non-finance stakeholders across the

Group, a commentary-based survey of Committee members

and a review of other published information on audit quality.

The questionnaire was sent to the Finance Directors of all

in-scope operating companies together with all key members

of the Group finance team and others who had involvement

with the Auditor, including Tax and Treasury, Company

Secretariat, HR, Risk and Internal Audit.

The questionnaire covered a range of topics including the

audit firm itself, the partner role and involvement, the audit

team, audit planning and execution, fees, communication

andgovernance and independence, with respondents

askedto rate the Auditor on a scale of 1 to 5 and to provide

any additional comments alongside their ratings.

Overall the ratings were substantially similar to the ratings

forthe year ended 31 December 2023 across all areas.

Therewas a slight decrease in ratings compared to 2023,

mainly due to changes to the EY audit team in Germany.

There were improvements in ratings in France and Benelux,

which were the two operating companies with the lowest

ratings in the prior year. Overall most areas were rated highly

with a small number of exceptions including most notably

audit fees.

Results from the feedback process have been shared

withthe external Auditor and a number of actions taken

toaddressmatters raised. The Committee, having reviewed

theperformance and effectiveness of the external Auditor,

was satisfied with the independence, review and challenge,

objectivity, expertise, resources and general effectiveness

ofErnst & Young LLP and was satisfied that the Group

issubject to a rigorous audit process.

SIG Annual Report and Accounts 2025

Strategic report Governance Financials

External Auditor independence assessment

The Committee monitors the need for the external Auditor to

have an appropriate degree of independence and objectivity.

The Committee invites challenge by the external Auditor,

giving due consideration to points raised and making

changes to the financial statements in response and where

appropriate. During the year, the external Auditor demonstrated

valuable judgement, opinion, challenge and debate.

The external Auditor reports to the Committee each year on

the actions taken to comply with professional and regulatory

requirements and best practice designed to ensure its

independence, including the rotation of key members of

theexternal audit team. Ernst & Young LLP has formally

confirmed its independence to the Committee in respect

ofthe period covered by these consolidated financial

statements.

Policy on non-audit services

The Group has a policy with regard to the provision of

auditand non-audit services by the external Auditor,

whichoperated throughout 2025.

The policy is based on the principle that the external Auditor

should undertake non-audit services only where they are the

most appropriate and cost-effective provider of the service,

and where the provision of non-audit services does not impair,

and could not reasonably be perceived to impair, the external

Auditor’s independence and objectivity. It categorises such

services as auditor-permitted services, auditor-excluded

services and auditor-authorised services. A number of services

as defined by the Committee, require prior approval before the

external Auditors are engaged in connection with such service.

The fees permissible for non-audit services should not

exceed 70% of the average audit fees paid to the Group’s

external Auditor in the last three consecutive financial years.

The policy was reviewed during 2025 and is reviewed

annually. It defines the types of services falling under each

category and sets out the criteria to be met and the internal

approvals required prior to the commencement of any

auditor-authorised services. In all cases, any instruction must

be pre-approved by the CFO and the Committee Chair before

the external Auditor is engaged. The external Auditor cannot

be engaged to perform any assignment where the output

isthen subject to their review as external Auditor.

The Committee regularly reviews an analysis of all services

provided by the external Auditor. The policy and the external

Auditor’s fees are reviewed and set annually by the

Committee and are approved by the Board.

The total fees payable by the Group to its external Auditor for

non-audit services in 2025 were £0.2m, primarily the interim

review (2024: £0.4m, including £0.2m assurance services

inconnection with the refinancing completed in the year).

Thetotal fees payable to the external Auditor for audit

services inrespect of the same period were £2.7m

(2024:£2.6m). Current year costs include £0.1m in relation

tothe 2024 audit (2024: £nil in relation to the 2023 audit).

The ratio of audit to non-audit fees was 13.5:1 in respect

ofthe audit for the current year. Details of each non-audit

service and reasons for using the Group’s external Auditor

areprovided in Note 3 to the Consolidated financial

statements on page 141.

A full breakdown of external Auditor fees is disclosed in

Note3 to the Consolidated financial statements on page 141.

Resolution to reappoint external Auditor

The Committee recommends, and the Board agrees, that

aresolution for the reappointment of Ernst & Young LLP

asAuditor of the Company for a further year will be proposed

at the 2026 Annual General Meeting.

Fair, balanced and understandable

The Board had the opportunity to review early drafts of the

Annual Report and Accounts and provided input.

Following this, the Committee has reviewed the contents

ofthis year’s Annual Report and Accounts and advised the

Board that, in its view, the Annual Report and Accounts,

taken as a whole, is fair, balanced and understandable, and

provides the necessary information to enable shareholders to

assess the position and performance, strategy and business

model of the Group.

In reaching this conclusion the Committee has considered

thefollowing:

– the preparation of the Annual Report is a collaborative

process between the Finance, Investor Relations &

Communications, Legal, Company Secretariat, and Human

Resources functions within the Group, ensuring the

appropriate professional input to each section. External

guidance and advice is sought where appropriate;

– the coordination and project management is undertaken

bya central team to ensure consistency and completeness

of the document;

– an extensive review process is undertaken, both internally

and using external advisors;

– a report is prepared internally to assess the Annual Report

and how it addresses the fair, balanced and understandable

assertion; and

– a final draft is reviewed by the Committee members prior

toconsideration by the Board.

Terms of reference

During the year the Board reviewed the terms of reference

ofthe Committee and made a number of non-material

updates to them. These can be found on the Group’s website

at www.sigplc.com.

Review of 2024 Report and Accounts by FRC

SIG’s 2024 Report and Accounts were one of those selected

for review by the FRC’s Corporate Reporting Reviews team.

That team’s monitoring activity is designed to stimulate

improvements in the quality of corporate reporting to

increasetrust by investors.

Corporate governance report

Audit & Risk Committee report

Audit, risk and internal control

1 2 3 4 5

SIG Annual Report and Accounts 2025

We were pleased that, following this review, there were no questions or queries raised by the FRC with the Group on its 2024

report and accounts.

The FRC permits issuers to publicly refer to its reviews provided that the scope of the FRC’s review is also presented for

investors and shareholders, as follows:

– The review was based solely on the 2024 Annual Report and Accounts and did not benefit from any detailed knowledge

ofSIG’s business or an understanding of the underlying transactions entered into. It was, however, conducted by staff

oftheFRC who have an understanding of the relevant legal and accounting framework.

– The FRC’s findings provide no assurance that the 2024 Annual Report and Accounts were correct in all material respects;

theFRC’s role is not to verify the information provided to it but to consider compliance with reporting requirements.

– The FRC (which includes its officers, employees and agents) accepts no liability for reliance on its findings by the issuer

orany third party, including but not limited to investors and shareholders.

Committee performance review

An internal performance review of the Committee was conducted for 2025 and further details can be found on page 65.

Therecommendations from the Committee’s 2024 performance review are set out below together with a summary of the

progress that was made to satisfy the recommendations during the year:

2024 recommendations Action taken during 2025

Continue monitoring key

and emerging risks faced

by the business, including

that created by the tough

trading situation

The Committee reviews and approves key and emerging risks at the half year and the year end.

Atthe half year the principal risk register was updated to reflect the ongoing challenging trading

conditions across the Group and the impact on performance and cash generation, which were

stress tested as part of the going concern and viability assessment. The Committee noted new

emerging risks, including increased cyber threats driven by AI and machine learning, and potential

delays to UK residential construction arising from Building Safety Regulatory approvals. These risks

will continue to be monitored by the Committee throughout 2026.

Continue to oversee

effectiveness of the

Finance function

acrossthe Group

During the year the Committee received and discussed an update from the CFO on the

effectiveness of the Finance function across the Group.

Maintain focus on

integrity of financial

information and control

standards

At each of its meetings the Committee received updates on controls across the Group, in line

withthe controls plan for the year. Responsibility for controls is in each operating company

withtheeffectiveness of the controls being overseen by the Group Head of Internal Controls.

Oversee the

implementation of new

reporting and governance

requirements so as to

ensure a balanced

approach

During the year the Committee approved the approach that would be undertaken to identify the

Group’s material controls, to ensure readiness for future compliance with Provision 29 of the Code.

The Group Director of Audit & Risk worked closely with the Group Head of Internal Controls and

operating companies to determine for each principal risk a breakdown of material risks and the

effectiveness of the relevant controls. Work will continue during 2026 with regular progress updates

to the Committee.

The priorities that the Committee has established for 2026 include:

– Oversight of the work around Provision 29 and the Board declaration on control effectiveness.

– Continued monitoring of risks faced by the Group, particularly in relation to cyber.

– Maintain focus on the integrity of financial information and control standards during the period whilst the Group’s

newstrategy is being implemented.

Shatish Dasani

Chair of the Audit & Risk Committee

3 March 2026

SIG Annual Report and Accounts 2025

Strategic report Governance Financials

Corporate governance report

Risk management

andinternalcontrol

The Board has ultimate responsibility for establishing and

maintaining an effective risk management and internal control

framework and determining the nature and extent of the

principal risks the Group is willing to take in order to achieve

its long-term strategic objectives. The Board delegates

responsibility to the Audit & Risk Committee to consider

theadequacy of the risk management and internal control

framework, to agree the risk-based internal audit programme

and to ensure the risk management and internal control

structure and frameworks are robust.

The ELT has responsibility for ensuring that risk management

is embedded into all processes and for ensuring that risk

profile is in line with the approved risk appetite. Local controls

managers support process owners to develop controls and

to ensure appropriate control design effectiveness is inplace.

Group Internal Audit is then responsible for ensuring appropriate

operational effectiveness of controls andassurance is provided

through a cyclical programme ofcontrol effectiveness reviews.

Internal Audit also provides regular assurance regarding the

quality of the risk management processes, developing a risk-

based internal audit programme and providing independent

assurance to the Board and theAudit & Risk Committee that

the controls in place are designed appropriately and

operating effectively.

The Group Internal Audit function comprises an in-house team

supported by external resources, where necessary, to assist

in providing assurance on specialist areas. The Audit& Risk

Committee on behalf of the Board regularly reviews the need

for the Group Internal Audit function anditseffectiveness in

providing regular assurance.

Information on the activities of the Audit & Risk Committee

during the year can be found on pages 70 to 77.

Key elements of ongoing process for risk

management and internal control

The Group Internal Audit function periodically reviews

localrisk management arrangements in order to provide

reasonable assurance to both the Audit & Risk Committee

and the Board that appropriate internal controls have been

implemented to mitigate the likelihood of risks materialising

and effectively minimising potential impacts arising. In addition,

on at least an annual basis, the Group Director of Audit and

Risk meets with the operating company leadership teams

toperform a detailed review of their key strategic risks and

uncertainties, which is used as an input to the annual Group

strategic risk review.

The key elements of the existing systems for risk management

and internal control, in accordance with the FRC’s Guidance

on Risk Management and Internal Control and Related

Financial and Business Reporting (September 2014), are

asfollows:

Risk management

– The documented Group risk management framework,

approved by the Audit & Risk Committee, provides an

overview of the agreed risk management processes within

the Group and gives practical guidance to operating

companies and individual functions on the management

ofrisk.

– In accordance with the Group risk management framework,

the Group Director of Audit and Risk works with the operating

companies and central function leadership teams to ensure

appropriate local risk registers are maintained.

– The Board maintains an overall Group risk register, the

content of which is reviewed and assessed at least twice

ayear by the Board and includes regular input from the

Audit & Risk Committee. A review of the Group’s principal

risks and how it manages or mitigates them is presented

inthe Strategic report on pages 44 to 49.

– The Group risk register has been reviewed and updated

and contains the principal risks faced by the Group,

assessing the potential risk having taken into account

likelihood, impact and the current controls to mitigate

anidentified risk and any further actions required to bring

the risk to within risk appetite. Once identified, emerging

risks are assessed by identifying and mapping out the core

elements of the risk, identifying owners for each element in

the operating companies, holding workshops or conducting

audits with risk owners to assess the level of risk, identifying

potential mitigating actions that reduce the impact of the

risk and seeking external guidance if required. Potential

emerging risks are monitored and assessed regularly

during the year by the Audit & Risk Committee fortheir

relevance and significance.

The Audit & Risk Committee regularly assesses the

Group’semerging and principal risks and considers that its

assessment is robust. The Audit & Risk Committee reports

tothe Board following its assessments. A consolidated Group

strategic risk report was prepared for review by the ELT and

was recommended to the Board for approval in early 2026.

Internal control

The Group assurance framework is the basis on which our

operating companies’ internal controls functions, the Group

Controls function and the Group Internal Audit teams base

their annual plan. The controls plan for 2025 was defined,

communicated and agreed with operating companies,

andthe teams made progress on the delivery of the plan.

Audit, risk and internal control

1 2 3 4 5

SIG Annual Report and Accounts 2025

Theteams support the creation and maintenance of a

robustfinancial control environment, and they raise controls

awareness across SIG by providing operating companies and

Group functions with practical and hands-on support and

advice. Group Internal Audit proposed and delivered a rolling

audit plan for 2025 across the Group, together with a branch

audit programme. Regular updates were provided through

the year.

Key control activities include:

– operating company controls reviews: in order to continue

tobuild up controls documentation across core financial

processes within the operating companies, the 2025 plan

contained a number of controls reviews. The objective of

controls reviews is to support the operating companies

inenhancing their control environments and to build the

Risk and Control Matrices (“RACMs”) and process map

documentation;

– entity-level controls: a high-level comparison against the

COSO Internal Control Framework was performed to

assess SIG’s processes around culture and values,

governance, monitoring and Board oversight. COSO is

aninternationally recognised framework used to establish

internal controls to be integrated into business processes.

The processes in place ensure the tone from the top is set

appropriately through the Code of Conduct communication,

key Group policies and procedures, and ongoing training;

– Key Control Framework (“KCF”) submissions: on a quarterly

basis operating companies are required to self-certify

against 32 areas covering financial controls, entity-level

controls, operational controls and IT General Controls

(“ITGC”). The Group Controls function performs a review

ofthe responses received to ensure consistency of

responses compared to other sources of assurance, as

well as to identify significant issues or control weaknesses;

– action remediation and tracking: the Group Controls

function documents and monitors progress on all

remediation actions arising from controls work. Monthly

updates are obtained from operating companies, which

areanalysed, investigated and reported to theAudit &

RiskCommittee;

– during 2025 the Group Internal Audit team also performed

reviews of control effectiveness of RACMs relating to

supplier rebates in the UK operating companies. RACM

reviews were additionally undertaken in the Polish and

German operating companies regarding the close of

financial periods and in the UK concerning the use of

AItechnologies;

– the Group Delegation of Authority policy was refreshed

andapproved by the Board in May 2025 and it was

communicated to the operating companies and Group

functions during the year;

– training and guidance: to raise the awareness of controls

across the business, the Group Controls function delivered

a series of training modules and guidance covering control

topics relevant to operating companies and the Group;

– UK Corporate Reform update: the Group Controls function

has considered the Government’s decision not to press

ahead with the legislation in this area together with the

FRC’s decision to only make limited changes to the

Corporate Governance Code introduced from January

2025. The SIG controls programme since 2021 has been

built to ensure readiness for any potential future legislative

developments. These activities, which focus on formalising,

documenting, remediating and evidencing controls as well

as training stakeholders, remain valid given the current

regulatory requirements. The Government’s decision

provides greater flexibility than would have been the case

and the team continues to assess the controls programme

to ensure it remains suitable for the Group;

– as part of the sanctions policy adopted in 2022, Internal

Audit regularly screens the top 20 product suppliers for

each operating company and other strategic suppliers,

andno compliance exceptions were noted;

– to help assess and prioritise investments in IT infrastructure,

applications and services, the Internal Audit team undertook

ITGC assessments in the UK, France and Germany.

Financial reporting

– In addition to the general internal controls and risk

management processes described on pages 44 to 49,

theGroup also has specific systems and controls to

governthe financial reporting process and preparation

ofthe Annual Report and Accounts.

– These systems include clear policies and the procedures

for ensuring that the Group’s financial reporting processes

and the preparation of its financial statements comply

withall relevant reporting requirements.

– Group accounting policies are comprehensively detailed in

the Group accounting policy manual, which all businesses

are required to comply with in the preparation of their results.

– Financial reporting control requirements are set out in

relevant RACMs, which have been reviewed and updated

during the current year.

Annual assessment of the effectiveness of risk

management and internal control systems

The Board assessed the effectiveness of the Group’s system

of risk management and internal controls. This assessment

covered all controls including operational, compliance and

risk management procedures, as well as financial controls.

The Board considers that the information that it receives is

sufficient to enable it to review the effectiveness of the

Group’s risk management and internal controls in accordance

with the FRC’s guidance. The Board considers that the

framework of controls in place is effective and enables risk

tobe assessed and managed. The Board also considers

itsrisk management and internal control processes provide

itwith the assurance that all the necessary resources are

inplace for the Group to meet its objectives and to measure

performance against them for 2025 and up to and including

the date of this report.

SIG Annual Report and Accounts 2025

Strategic report Governance Financials

Corporate governance report

Directors’ remuneration report

Dear Shareholder,

On behalf of the Remuneration Committee, I am pleased to

present the Directors’ remuneration report for 2025. As in

previous years, the Annual report on remuneration and this

annual statement are subject to an advisory vote at the

2026AGM.

The Committee was appreciative of the high level of shareholder

approval at the 2025 AGM for the 2024 Directors’ remuneration

report, which received slightly in excess of 99% of votes

infavour.

Role and responsibilities

To provide effective governance over the integrity of the

Group’s remuneration arrangements for executive and senior

management and to ensure they are aligned to the interests

of the Company’s shareholders.

The key role of the Committee is to assist the Board in

discharging its responsibilities for:

– reviewing the broad Remuneration Policy for senior

management;

– recommending and monitoring the level and structure

ofremuneration for senior management;

– governing all share plans; and

– reviewing any major changes in employee remuneration

and benefit structures throughout the Group.

Remuneration Policy

The current Directors’ Remuneration Policy is due to reach

the conclusion of its three-year term, so a new policy is being

presented for shareholder approval at the 2026 AGM. During

2025, the Committee undertook a comprehensive review of

the existing Policy and concluded that some amendments

should be proposed to provide additional flexibility over the

next three years. The revised policy is set out on pages 88

to99. In line with standard governance practice, the

Committee will continue to review the effectiveness of the

policy annually to ensure that it has operated as intended.

The main proposed changes are to enable the Committee

togrant long-term performance share awards in place of or

alongside the restricted share awards that have been granted

to Executive Directors since 2020. Given our expected need,

during the lifetime of this policy, to recruit a CEO of the calibre

required to successfully lead the business, the Committee

believes that introducing this flexibility is essential. The current

limit of 125% of salary in restricted shares will remain, but if

performance share awards are made then their limit will be

250% of salary (reflecting a market standard conversion rate

of 1:2). Alternatively, flexibility will be provided for a mixture

ofrestricted and performance share awards to be granted.

The limit in relation to any one year will reflect the proportions

outlined above.

For 2026, it is not envisaged that any performance share award

will be granted to an Executive Director. However, if performance

share awards are granted during the lifetime of the policy, the

performance conditions will be weighted at least 75% to financial

measures (e.g. Total Shareholder Return, EPS, ROCE and

Cash Flow) aligned to our long-term business strategy.

It is the Committee’s intention, where practicable, to consult

with major shareholders at the appropriate time if it intends

togrant performance share awards to Executive Directors

inplace of or alongside the restricted share awards over the

lifetime of the policy.

Committee members

Kath Durrant

Alan Lovell

Andrew Allner

Bruno Deschamps

Shatish Dasani

Simon King

Remuneration

1 2 3 4 5

In this report

Chair’s statement 80

Directors’ Remuneration Policy 88

Annual report on remuneration 100

SIG Annual Report and Accounts 2025

Performance in 2025

As set out in further detail in the Strategic report, 2025 was

ayear of continued financial and operational discipline against

a backdrop of challenging markets and a CEO transition.

The Group has reported an underlying operating profit

of£32.1m at an operating margin of 1.2%, with strategic

andoperational initiatives mitigating in part the impact of the

weaker markets, and a like-for-like sales performance that

demonstrates a continued strong performance relative to

ourmarkets. Set alongside the expectations we had at the

beginning of the year, this is reflected in the lower than target

bonus payment for the Executive Director. The Group reported

a statutory loss before tax, after interest and Other items,

of£61.7m.

Group performance

Metric 2025 2024

Revenue £2,591.0m £2,661.8m

Like-for-like sales growth 0% (4)%

Gross margin 24.2% 24.5%

Underlying operating profit £32.1m £25.1m

Average trade working capital to

sales ratio 12.9% 13.9%

Underlying operating margin 1.2% 1.0%

In 2025, we took further actions to execute strategic initiatives

to drive cost savings and productivity to support profitability,

and began to evolve our strategy under our new CEO Pim

Vervaat, as announced in early 2026. Further detail of our

progress is set out on pages 10 to 13.

At SIG, we believe all employees, customers and suppliers

should be able to work in a safely managed environment.

In2025, our LTIFR was 7.8 and this remains a strategic focus

for the coming year as we are committed to lowering our score.

We have continued to maintain good employee engagement

levels despite a challenging year and our people continued to

show strong commitment during 2025. Employee engagement

in 2025 was 70%, only 1% lower than the last two years

where we have scored 71%, and our eNPS remained the

same as last year at +9 which is encouraging progress

fromour 2021 position of 2% below the industry benchmark.

Thisimprovement, achieved against a backdrop of continued

market challenges, demonstrates the energy, resilience

andmotivation of our people as they work to secure and

strengthen our market position.

Board changes

During the year, Gavin Slark resigned as CEO in May. In line

with the policy, the Board determined that all of his unvested

share awards would lapse and no termination related payments

or benefits were made. Our CFO Ian Ashton assumed CEO

responsibilities for five months while the Board completed

asearch process for a replacement. Details of the additional

remuneration for the CFO for this period are detailed on

page100.

In October, the Board appointed a new CEO and Chair

designate, Pim Vervaat. To facilitate this appointment, the

Remuneration Committee agreed a one-off recruitment share

award of 285% of base salary. The new CEO’s salary was set

at £750,000, which is 7.9% higher than the outgoing CEO’s

salary, reflecting the absence of pension or benefits and

noting that it will be frozen at this level until the end of 2026.

There is no entitlement to an annual bonus during 2025 and

2026 for the CEO. It is also our intention that the CEO will not

receive any further share-based awards during his expected

18-month tenure as CEO. The Remuneration Committee

determined that this structure of remuneration and level of

salary and recruitment award were entirely appropriate and

inthe Company’s best interests. The Board is satisfied that

the transition was managed in accordance with established

governance standards and ensured stability during the

transition period. As the one-off recruitment share award was

not covered by the current policy, shareholders were asked to

approve the award at a General Meeting on 28 August 2025.

The resolution passed with a level of support of 95.25%.

Since joining SIG in October, Pim has initiated a review of

theGroup’s strategy and portfolio of businesses to improve

shareholder value creation. The resulting new strategic

framework is called ‘Vision 2030’. Pim has also strengthened

the Executive Leadership Team and taken further action to

reduce cost, commencing with the removal in Q4 2025 of

themanagement structure supporting UK Specialist Markets.

Corporate governance and remuneration

The Committee sets high standards in corporate governance,

and during the year the Committee:

– approved 2024 annual bonus outcomes for the Executive

Directors and Executive Leadership Team, taking into

consideration business performance, stakeholder interests,

health and safety performance, and achievement against

individual strategic objectives;

– approved the grant of restricted share awards to 60

individuals, including the Executive Directors, under the

terms of the SIG plc 2020 Restricted Share Plan;

– approved the vesting of the March and September 2022

restricted share awards and approved in principle the

March 2023 restricted share award vesting;

– received data, information and analysis on all employee

terms and conditions of employment across the Group

andused this information in making executive remuneration

decisions;

– reviewed the effectiveness of the advice received from

KornFerry in supporting the Committee. The Committee is

satisfied with the high-quality support and advice it receives

from Korn Ferry;

– approved funding for the independently managed

Employee Benefit Trust (“EBT”) to buy shares in the market;

– formally reviewed an analysis of the underpin and windfall

tests that apply to the outstanding Restricted Share Plan

(“RSP”) awards; and

– approved the remuneration of the new CEO effective

1October 2025 and the CFO’s temporary salary increase

over the period that he covered the duties of the CEO.

An internal evaluation of the Committee was conducted

in2025 and further details can be found on page 108.

SIG Annual Report and Accounts 2025

Strategic report Governance Financials

Corporate governance report

Directors’ remuneration report

Salary increases

Throughout our businesses we have implemented an annual

salary review. As noted in the ‘Board changes’ section of this

letter, the Committee agreed that the CEO would not receive

an increase for 2026 and that the CFO’s increase would not

exceed the general workforce average for 2026. The CFO

received an increase of 2%, in line with the UK workforce

average increase. Additionally for the period the CFO assumed

CEO responsibilities, the Committee approved a temporary

salary increase to reflect the increased accountability and

strategic oversight required in fulfilling both executive roles.

The Committee also determined that theChair and NED fees

would not increase for 2026. Annual salary reviews in our

operating countries take place between January and April,

with average increases ranging from 1.5% to 4.5% for 2026.

The annual salary reviews in our Benelux operation are

subject to collective labour agreements.

Annual bonus outcomes for 2025

In reviewing the overall remuneration outcomes, the

Committee ensured they were reflective of the business

performance and the experience of our stakeholders.

In assessing this, the Committee reflected on the overall level

of bonus that the achievement against the targets generated

relative to overall corporate performance. Having undertaken

this review, the Committee was satisfied that the bonus was

appropriate in this context.

Focusing on the individual performance of the CFO, clear

objectives were set at the start of the year and agreed with

the Committee. The Group’s performance management

system supported the Committee’s consideration of personal

performance. The resulting level of bonus was 47.8% of

maximum for the year. More detail can be found on page 101.

Annual bonus design for 2026

Financial measures will represent 90% of the overall bonus

opportunity for 2026, with the remainder reflecting a strategic

focus including health and safety performance. Underlying

operating profit will continue as the measure of profit

representing 45% weighting, with cash-based measures of

working capital and free cash flow, equally split, representing

45% weighting.

RSP awards

Under the terms of the 2020 RSP, awards granted in

March2023 will vest on 10 March 2026. The Committee has

considered the underpinning factors and assessed whether

awindfall gain may have been created and concluded that

neither the underpinning factors nor the windfall gain test

gave rise to scaling back of any award.

The Committee intends to make an award in 2026 of

restricted shares only, representing 125% of salary, to the

CFO, subject to a similar underpin as that used for the 2025

award. This is an increase from the grant level in 2025 of

100% of salary and reflects the Committee’s assessment of

the CFO’s performance in 2025, amidst the significant market

challenges faced by the Company during the year, and his

criticality to the business. As referred to earlier and as voted

on by shareholders at the General Meeting on 28 August

2025, the CEO will not receive an award under the 2020

RSPin 2026.

Focus for the year ahead

The Committee’s 2026 objectives include:

– review the Executive Directors’ Remuneration Policy

toensure continued strategic alignment, regulatory

compliance and shareholder support;

– evaluate incentive arrangements and ensure those in place

support the timely delivery of the Group strategy, balancing

short and longer-term requirements;

– review and operate the amended short and long-term

incentive plans to ensure they assist in delivering the

required performance;

– ensure that talent is appropriately incentivised, and that

SIGremains able to attract and retain individuals of the

calibre required to lead the business;

– appraise incentives containing ESG (including health and

safety) measures following the increased focus on health

and safety; and

– review updates received from the Chief People Officer

regarding developments in workforce reward, incentive

andbenefit structures.

Looking forward, the Committee remains focused on

supporting the Group to achieve its strategic objectives

andcontinuing to operate with rigour and transparency.

I hope you find this report clear and useful in explaining our

approach to remuneration. If you have any questions on the

policy or the report, please contact me through the Group

General Counsel & Company Secretary.

Kath Durrant

Chair of the Remuneration Committee

3 March 2026

Remuneration

1 2 3 4 5

SIG Annual Report and Accounts 2025

How do our incentives align to our strategy?

Our new Vision 2030 strategy is aimed at improving the Group’s performance throughout 2026 to 2030, and hence enhancing

value for shareholders and all other stakeholders. As set out in our Remuneration Policy, RSP awards are subject to a general

underpin on business performance, allowing the Committee to review holistically the overall performance of the Group and

individuals, as well as wider considerations. In addition, we continually consider the performance measures we use for the

annual bonus incentives to ensure they support the delivery of our strategy.

Our purpose

To be the best provider of specialist construction

and insulation products in Europe.

Our strategic pillars

Optimise Operating Leverage

Driving improved financial performance and a higher

operating margin through further cost and efficiency

programmes, including improved procurement,

tomaximise our operational leverage as markets

improve and revenues grow.

Optimise Business Portfolio

Assessing opportunities to simplify and optimise

thecurrent business portfolio to enhance the Group’s

focus on its most attractive growth markets and

delivervalue creation.

Our key performance indicators

Like-for-like sales Gross margin Operating margin Average trade

working capital

tosales ratio

LTIFR GHG emissions per

£mof revenue

eNPS

Annual bonus

Measures Link to strategy Link to KPls

Underlying operating profit Focus on growth in sales and returns

Key measure of organic growth

Linked to shareholder value

Working capital

Free cash flow

Focus on operational efficiency

Focus on sustainable investment

Linked to shareholder value

Strategic objectives Commercially sensitive – will be disclosed retrospectively

Health and safety override Focus on safe working environments, evidenced by positive health and safety culture

including visible leadership, sufficient resources, effective reporting and follow-up,

employee feedback, and improvements in metrics

RSP

Measures Link to strategy Link to KPls

General underpin Focus on long-term sustainable performance, including our sustainability objectives

Allows both individual and Group performance considerations such as the level

ofemployee and customer engagement to be taken into account

SIG Annual Report and Accounts 2025

Strategic report Governance Financials

Remuneration principles

Our remuneration principles are designed to support and reinforce our culture and behaviours. They provide a best practice

framework for the design, implementation and operation of Group and local reward policies and practices, and apply across

the Group.

In action

Alignment and fairness – Clear and appropriate governance structures are in place for decision-making at all levels.

– Remuneration programmes and processes are run fairly, with integrity, and communicated clearly

to individuals.

– Pay arrangements are fair and equitable across the Group.

Rewarding contribution

and performance

– Bonus plans are designed to incentivise sustainable profitable growth and cash generation.

– Incentive plans reward the delivery of our business strategy, targets are appropriately stretching

and objectives are focused on value creation.

– Performance measures are reviewed regularly and objectives are accurately assessed.

– Health and safety is a feature of all management and executive plans.

Transparency and

participation

– Remuneration decisions are communicated effectively through stakeholder engagement.

– Incentive and benefits plans are clear and understood by participants to maximise engagement.

Wider workforce considerations and remuneration

The Committee considers the wider workforce when making pay decisions and it reviews employee policies and practices

toensure reward and incentives are aligned with SIG’s strategy, vision and culture.

It also ensures that the annual bonus plans and share incentive plans of our senior management teams across our countries

align with those of the Executive Directors, creating a shared strategic focus. The Committee believes that it is important

tobetransparent with how decisions on reward are made and this section seeks to provide context to the decisions made

onExecutive Director pay by providing information on where our approach to executive remuneration is consistent with the

wider workforce.

Delivery of our strategy depends on attracting and retaining an engaged workforce that has the right skills and behaviours

tomake a valuable contribution to our business. The Committee ensures that appropriate engagement takes place with

employees to explain how executive remuneration aligns with SIG’s approach to wider Group pay. During the year, the

Committee undertook a review of workforce terms and conditions, and engaged directly with a selection of employees

througha Town Hall briefing hosted by the Group Head of Reward to solicit employee views and sentiment, including

discussions focused on executive remuneration and corporate governance. Additionally, a review of the Group-wide

employeeengagement survey was undertaken by the Board to ensure that employee sentiment was understood and

considered as part of their decision-making.

Engagement with shareholders

We have received views from key shareholders on remuneration and the application of the policy, and we are grateful for

theirfeedback.

Key elements of remuneration

The Committee reviews all key elements of remuneration across the Group annually. The levels and types of remuneration

varyacross the Group depending on the employee’s level of seniority, country of operation and role. The Group operates

abroad range of benefits including an all-employee Share Incentive Plan (“SIP”) in the UK.

It is important to highlight that the Committee is not looking for a homogeneous approach across the Group. However,

whenconducting its review, it pays particular attention to:

– whether the element of remuneration is consistent with the Group remuneration principles (see above);

– if there are differences, ensuring that they are objectively justifiable; and

– if the approach seems fair and equitable in the context of other employees.

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A summary of the employee remuneration structure and how it compares to the remuneration of the Executive Directors is

below:

Pay element Employees Executive Directors

Salary We conduct an annual pay review for all

employees. In setting the budget, many factors

are considered, such as market rates, economic

context, business performance and affordability.

In 2025, the average UK employee base salary

increase was 2%.

Salary increases are considered in the context

ofthe wider workforce review and Group

performance.

No salary increase was awarded to either the

CEO or CFO in 2025.

Pensions and benefits We offer market-aligned benefits packages

ineach country in which we operate. Where

appropriate, we offer benefit choices to our

employees.

Pension contributions do not exceed those

ofUK employees.

Benefits are aligned to those received by

thesenior leadership team in the country

ofoperation.

Bonus plan Over 93% of our workforce participate in a

cashbonus scheme. The level and performance

targets differ depending on the role and country

of operation.

Previous CEO annual bonus of up to 150%

ofbase salary; current CEO does not receive

abonus; CFO annual bonus of up to 125% of

base salary.

One-third of the total amount payable in shares,

and the remaining two-thirds payable in cash.

RSP Fifty-eight senior leaders participated in the RSP

in 2025, with a range of annual awards between

10% and 80% of salary. A holding period does

not apply below the Executive Director level.

Maximum annual award of 125% of salary;

three-year vesting period with underpin on

vesting; and a two-year holding period.

In 2025, an award of 125% of salary was made

to the previous CEO, and an award of 100%

ofsalary was made to the CFO.

SIP All UK employees are invited to participate

intheSIP.

Executive Directors are invited to participate

inthe SIP.

In summary, the Committee is satisfied that the approach to remuneration across the Group is consistent with the Group’s

principles of remuneration. Further, in the Committee’s opinion, the approach to executive remuneration aligns with the wider

Group pay policy, and there are no anomalies specific to the Executive Directors.

Summary of the application of the Remuneration Policy

The Committee is comfortable that the Remuneration Policy operated as intended in 2025, as set out in the following table.

Thefull Remuneration Policy is detailed in the Policy section of this Annual Report.

The Group’s policy is to provide remuneration packages that provide fair reward for the contributions individuals make to

thebusiness which are appropriately competitive in order to attract, retain and motivate talent of the right calibre to lead the

business. A significant proportion of remuneration is in the form of variable pay, linked to specific and stretching targets that

align with the creation of shareholder value and the Group’s strategic goals.

To avoid conflicts of interest, no individual is involved in the decision-making process related to their own remuneration.

Inparticular, Executive Directors’ remuneration is set and approved by the Committee; Executive Directors are not involved

inthe determination of their own remuneration arrangements.

SIG Annual Report and Accounts 2025

Strategic report Governance Financials

The Committee also receives support from external advisors and evaluates the support provided by these advisors annually

toensure that advice is independent, appropriate and cost-effective.

Element and link to strategy How we implemented the policy in 2025 How we will implement the policy in 2026

Base salary

Provides a base level of

remuneration to support

recruitment and retention of

Executive Directors with the

necessary experience and

expertise to deliver the

Group’sstrategy.

Executive Director salaries for 2025 were

asfollows:

– previous CEO £695,250 pa

– current CEO £750,000 pa

– CFO £424,000 pa

The general UK employee base salary

increase was 2%.

Executive Director salaries for 2026 are as

follows:

– CEO £750,000 pa

– CFO £432,477 pa

The CEO’s salary is in line with that set on

hisrecruitment, whilst the CFO has received

asalary increase of 2%, in line with the general

employee base salary increase in the UK.

Pension

Provides a fair level of pension

provision for all employees.

The previous CEO and the CFO received

apension allowance of 5% of salary. This

is2.5% of salary below the workforce rate

andwhat is permissible under the policy.

As noted, the CEO does not receive a pension

allowance. The CFO’s pension remains

unchanged.

Benefits

Provides a market standard level

of benefits.

The benefits received by the previous CEO

and the CFO were as follows:

– car allowance

– private medical insurance

– income protection

– life assurance

As noted, the CEO does not receive any

benefits. The CFO’s benefits are unchanged.

Annual bonus

The annual bonus plan provides

a significant incentive to the

Executive Directors linked to

achievement in delivering goals

that are closely aligned with the

Group’s strategy and the

creation of value for shareholders.

Bonus operation:

– One-third of any bonus

earned is deferred in shares

for three years.

Maximum opportunity in 2025 was as follows:

– previous CEO 150% of base salary

– CFO 125% of base salary

Any bonus is subject to a health and safety

override, where the Committee will review the

health and safety performance of the Group

for the year in question.

See page 101 for bonus outcomes for 2025.

As noted, the current CEO is not eligible for an

annual bonus in 2026. The CFO’s opportunity

remains at 125% of base salary.

The health and safety override will continue

tooperate in 2026.

The performance measures for 2026 are

underlying operating profit (45%), free cash flow

(22.5%), average Group working capital divided

by annual sales (22.5%) and strategic objectives

(10%).

The Committee does not disclose the bonus

targets in advance due to commercial sensitivity

over budgeted future profit and debt levels.

TheCommittee will, however, provide full

retrospective disclosure to enable shareholders

to judge the level of award against the

targetsset.

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Element and link to strategy How we implemented the policy in 2025 How we will implement the policy in 2026

RSP

Awards are designed to

incentivise the Executive

Directors over the longer-term

tosuccessfully implement the

Group’s strategy.

RSP operation:

– maximum annual award

upto125% of salary based

onthe market value at the

date of grant;

– awards vest at the end of a

three-year period subject to:

– continued employment

tothe date of vesting;

– the satisfaction of an

underpin (whereby the

Committee can adjust

vesting for business,

individual and wider

Groupperformance).

Further details of the

underpin testare included

in the Remuneration

Policysection; and

– a two-year holding period

will then apply.

RSP awards granted in 2025 were as follows:

– previous CEO 125% of base salary

– CFO 100% of base salary

The Committee regularly reviews Group and

individual performance against the underpin

and considers whether a windfall was felt to

be made for all outstanding awards each year.

The current CEO will not be granted an RSP

award in 2026.

The CFO’s award will increase to 125% of base

salary to reflect his excellent performance in

role and his criticality to the business.

Share ownership requirements

The Group requires Executive

Directors to build up and

maintain a beneficial holding

ofshares in the Company.

Itisexpected that this should

beachieved within five years

oftheir appointment, and it

isacondition of continued

participation in the scheme.

Executive Directors will be

required to retain 100% of

thepost-tax amount of vested

shares until the minimum

shareholding requirement

ismetand maintained.

Share ownership requirements:

– CEO 300% of base salary

– CFO 300% of base salary

This applies for two years post-cessation, or

the actual shareholding on cessation if lower.

No change.

Chairman and Non-Executive Directors’ fees

Provides a level of fees to

support recruitment and

retention of a Chair and NEDs

with the necessary experience

to advise and assist with

establishing and monitoring the

Group’s strategic objectives.

Fees for 2025 were not increased.

Fees for 2025 were as follows:

– Chairman £240,776

– Non-Executive Directors’ fee £67,193

– Senior Independent Director £10,000

– Designated Non-Executive Director

forWorkforce Engagement £10,000

– Remuneration Committee Chair £12,000

– Audit & Risk Committee Chair £12,000

Fees were reviewed in December 2025 and

itwas agreed that they would not increase

for2026.

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Strategic report Governance Financials

Directors’ Remuneration Policy

This section of the report sets out the Company’s amended Remuneration Policy for Executive and NEDs, to be approved

byshareholders at the AGM on 30 April 2026. Once approved, the amended Remuneration Policy may operate for up to

threeyears.

Subject to approval by shareholders at the 2026 AGM, this policy will be effective for the 2026 financial year and so will apply

toincentive awards with performance periods beginning on 1 January 2026. Payments to Directors can only be made if they

are consistent with a shareholder approved policy or amendment to the policy. The amended Remuneration Policy has been

prepared in accordance with the requirements of UK company law and regulations. It also meets the relevant requirements

ofthe Financial Conduct Authority’s Listing Rules and describes how the Board has applied the principles of good governance

as set out in the 2024 UK Corporate Governance Code.

The Committee will continue with a degree of flexibility to ensure the practical application of the amended Remuneration

Policy.Where such discretion is reserved, the extent to which it may be applied is described. The purpose of the amended

Remuneration Policy remains to attract, retain and motivate the Group’s leaders and ensure they are focused on delivering

business priorities within a framework designed to promote the long-term success of the Group, aligned with shareholder

interests.

Changes in the amended Remuneration Policy

The following table sets out the material changes in the amended Remuneration Policy from the current policy (approved by

shareholders in 2023) and the rationale:

Element Changes to policy Rationale

Base salary Where an individual’s role/responsibilities

change, a stepping up allowance as an

alternative to a temporary salary increase

willbeable to be paid.

This provides added flexibility within the policy.

Long-term incentives Currently only restricted share award can be

granted. In place of some or all of the annual

restricted share award, a performance share

award will be able to be granted at a rate of two

performance shares for each restricted share.

Performance share awards will only vest to

theextent that performance targets set by

theCommittee have been met and normally

onlythree years after their grant.

The Company anticipates appointing a new CEO

during the three-year policy period and wants to

ensure that there is the flexibility within the policy

to link the vesting of long-term incentives and

performance delivery.

Non-Executive Director

and Chair fees

Enable other forms of payment than cash and

allow the participation in benefit arrangements

available to the UK workforce.

This provides added flexibility within the policy.

Considerations when setting the amended Remuneration Policy

In setting the amended Remuneration Policy for the Executive Directors and senior management, the Committee has

considered:

– the need to maintain a clear link between the overall reward policy and the specific performance of the Group;

– the need to achieve alignment to the Group’s strategy both in the short and long-term;

– the requirement for remuneration to be competitive, with a significant proportion dependent on risk-assessed

performancetargets;

– the responsibilities of each individual’s role and their individual experience and performance;

– the need to attract, retain and motivate Executive Directors and senior management when determining remuneration

packages, including an appropriate proportion of fixed and variable pay;

– the need to be compliant with the regulatory framework applicable to the Group;

– pay and benefits practice and employment conditions both within the Group as a whole and within the sector in which

itoperates; and

– periodic external comparisons to examine current market trends and practices and equivalent roles in companies

ofsimilarsize, business complexity and geographical scope.

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Directors’ Remuneration Policy table

Element and link to

strategy Operation Maximum

Performance conditions and recovery

provisions

Salary

Provides a base level

of remuneration to

support recruitment

and retention of

Executive Directors

with the necessary

experience and

expertise to deliver

the Group’s strategy.

An Executive Director’s basic salary

isset on appointment and typically

reviewed annually or when there is

achange in position or responsibility.

When determining an appropriate level

of salary, the Committee considers:

– pay increases for other employees;

– remuneration practices within

theGroup;

– any change in scope, role and

responsibilities;

– the general performance of the

Group and each individual;

– the experience of the relevant

Director; and

– the economic environment.

Individuals who are recruited or

promoted to the Board may, on

occasion, have their salaries set below

the targeted policy level until they

become established in their role.

Insuch cases, subsequent increases

insalary may be higher than the general

increases for employees until the target

positioning is achieved. Where an

individual’s role or responsibilities

change, a temporary salary increase

oran allowance may be paid.

There is no maximum limit on

salaries, but the Committee

ensures that salary levels are

positioned having regard to

salary levels at companies of

asimilar size or sector to SIG.

In general, salary increases for

Executive Directors will be in

line with the increase for

employees. However, larger

increases may be offered if

there is a material change in

the size and responsibilities

ofthe role (which covers

significant changes in Group

size and/or complexity) or

forany other reason that the

Committee deems appropriate.

A broad assessment of

individual and business

performance is used as part

ofthe salary review.

No recovery provisions apply.

Pension

Provides a fair level

of pension provision

for all employees.

The Group provides a pension

contribution allowance that is fair,

competitive and in line with corporate

governance best practice.

Pension contributions will be a non-

consolidated allowance and will not

impact any incentive calculations.

The maximum value of the

pension contribution allowance

for Executive Directors will be

aligned to that available to the

majority of the UK workforce.

No performance or recovery

provisions apply.

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Element and link to

strategy Operation Maximum

Performance conditions and recovery

provisions

Benefits

Provides a market

standard level of

benefits.

Benefits include market standard

benefits. The Committee recognises

the need to maintain suitable flexibility

in the benefits provided to ensure

itisable to support its objective of

attracting and retaining personnel in

order to create and deliver a successful

Group strategy.

Additional benefits which are available

to other employees (including any

all-employee plans) on broadly similar

terms may therefore be offered, such

as relocation allowances on recruitment.

The maximum is the cost of

providing the relevant benefits

and in the case of all-employee

plans, in line with HMRC

approved limits.

No performance or recovery

provisions applicable.

Annual bonus plan

The annual bonus

plan provides a

significant incentive

to the Executive

Directors linked to

achievement of

goalsthat are closely

aligned with the

Group’s strategy and

the creation of value

for shareholders.

Details of the performance conditions,

targets and their level of achievement

inthe year being reported on will be

setout in the Annual Report on

remuneration.

In extreme circumstances as

determined by the Committee, targets

may be established for periods of less

than a full year, for example six months.

At the end of the period, targets will be

reviewed and adjusted for the

remainder of the year as deemed

appropriate.

No less than one-third of any bonus

earned is deferred in shares. The main

terms of these deferred share awards

are:

– minimum deferral period of three

years; and

– the participant’s continued

employment at the end of the

deferral period unless he/she

isagood leaver.

The Committee may award dividend

equivalents on deferred bonus awards

to the extent that these vest.

The Committee will determine

the maximum annual

participation in the annual

bonus plan for each year,

which will not exceed 150%

ofsalary.

The percentage of bonus

maximum earned for levels

ofperformance where relevant

targets can be setis:

– threshold up to 25%

– target 50%

– maximum 100%

The annual bonus plan is based

on a mix of financial and

strategic/operational conditions.

Measures will normally be set

across one financial year and

shall be measured accordingly.

The financial measures will

account for no less than 50%

ofthe bonus opportunity.

Due to commercial sensitivity

ofthe detailed financial targets

used for the annual bonus,

disclosing precise targets for the

annual bonus plan in advance

would not be in shareholders’

interests. Actual targets,

performance achieved and

awards made will be published

annually in the Directors’

remuneration report following

the performance period, so

shareholders can fully assess

the basis for any payouts under

the annual bonus.

The annual bonus plan contains

malus and clawback provisions.

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Element and link to

strategy Operation Maximum

Performance conditions and recovery

provisions

Long-term Incentive Plan (“LTIP”)

Long-term Incentive

Plan awards are

designed to

incentivise the

Executive Directors

over the longer-term

to successfully

implement the

Group’s strategy.

They may be made

as restricted share

(“RSP”) awards and/

or performance

share (“PSP”)

awards.

Awards are granted annually to

Executive Directors in the form

ofconditional awards or options.

Awards vest at the end of a three-year

period subject to:

– the Executive Director’s continued

employment at the date of vesting;

and

– for RSP awards, the satisfaction of

an underpin as determined by the

Committee whereby the Committee

can adjust vesting for business,

individual and wider Group

performance,

– for PSP awards, the satisfaction of

one or more performance conditions.

A two-year holding period will apply

following the three-year vesting period

for all awards granted to the Executive

Directors.

Upon vesting, sufficient shares may

besold to pay taxes on the shares.

The Committee may award dividend

equivalents on RSP and/or PSP awards

to the extent that these vest.

Maximum value of 125% of

salary per annum of RSP

awards based on the market

value shortly before grant, or

250% of salary per annum of

PSP awards based on the

market value shortly before

grant, or a combination of

RSPand PSP awards in

directproportion.

The Committee will consider

prior year business and

personal performance to

determine whether the level

ofgrant remains appropriate.

No specific performance

conditions are required for

thevesting of RSP awards but

awards will normally be subject

to an underpin such that the

Committee will have the

discretion to adjust vesting

taking into account business,

individual and wider company

performance.

The performance conditions to

be applied to PSP awards will be

set prior to grant and align to the

delivery of the Group’s strategic

objectives. At least 75% of the

award will be based on financial

and/or share price related

metrics (e.g. Total Shareholder

Return, EPS, ROCE or

CashFlow).

The threshold level of vesting for

any PSP awards will be no more

than 20% of each separate part

of an award.

Awards are subject to clawback

and malus provisions.

The Committee will operate the annual bonus plan and the LTIP within the policy detailed above and in accordance with

theirrespective rules.

In relation to the discretions included within the annual bonus plan and the LTIP rules, these include, but are not limited to:

(i)who participates in the plans; (ii) testing of the relevant performance targets; (iii) undertaking an annual review of performance

targets and weightings; (iv) the determination of the treatment of leavers in line with the plan rules; (v) adjustments to existing

performance targets and/or share awards under the plans if certain relevant events take place (e.g. a capital restructuring,

amaterial acquisition/divestment etc) or for any other reason the Committee deems appropriate, with any such adjustments

toresult in the revised targets being no more or less challenging to achieve; and (vi) dealing with a change of control.

The Committee retains discretion in exceptional circumstances to change bonus plan and LTIP performance measures and

thetargets and weightings attached to performance measures part-way through a performance period if there is a significant

and material event or any other reason the Committee deems appropriate which causes the Committee to believe the original

measures, weightings and targets are no longer appropriate.

Discretion may also be exercised where the Committee believes that the bonus or LTIP outcome is not a fair and accurate

reflection of business, individual and wider Group performance. The exercise of this discretion may result in a downward or

upward movement in the amount of bonus earned or LTIP awards that vest resulting from the application of the performance

measures.

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Strategic report Governance Financials

Any discretion applied by the Committee will be fully disclosed in the following year’s Directors’ remuneration report.

The Committee will take into account the following factors (amongst others) when determining whether to exercise its discretion

to adjust the number of shares vesting under an LTIP award:

– whether threshold performance levels have been achieved for the performance conditions for the annual bonus plan for

eachof the three years covered by the vesting period for the restricted shares.

– whether there have been any sanctions or fines issued by a regulatory body.

– participant responsibility may be allocated collectively or individually.

– whether there has been material damage to the reputation of the Group.

– the potential for windfall gains.

– whether there has been sufficient progress against the sustainability plan approved by the Board.

– the level of employee and customer engagement over the period.

Legacy remuneration arrangements

All variable remuneration arrangements previously disclosed in prior years’ Directors’ remuneration reports or approved by

shareholders will remain eligible to vest or become payable on their original terms and vesting dates, subject to any related

clawback provisions.

Shareholding requirement

The Committee requires Executive Directors to build up their holdings in the Company’s shares to a level of 300% of their

salary. This is to be achieved through retaining 100% of the post-tax amount of vested shares from the Company incentive

plans until the minimum shareholding requirement is met and maintained.

The Committee retains the discretion to increase the shareholding requirements.

The post-cessation shareholding requirement is aligned to the full in-employment requirement as listed above (or the

executive’s actual shareholding on cessation if lower) for two years following cessation of employment. In exceptional

circumstances, the Committee may exercise discretion to reduce the amount and/or time period for the post cessation

ofemployment requirements. Any exercise of this discretion will be fully disclosed and explained in the next Directors’

remuneration report

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Non-Executive Director’s Remuneration Policy table

Chair & Non-Executive Director

fees Operation Maximum

Performance conditions and

recovery provisions

Provides a level of fees to

support recruitment and

retention of a Chair and

NEDs with the necessary

experience to advise and

assist with establishing

andmonitoring the Group’s

strategic objectives.

The Board sets the remuneration of

theNEDs. The Committee sets the

Chair’s fees.

Fees are typically reviewed annually.

NEDs are paid an annual basic fee

andadditional fees for chairing of

committees. The Group retains the

flexibility to pay additional fees for the

membership of committees. The Chair

does not receive any additional fees for

membership of committees.

Additional fees may be paid to the

Chairand NEDs if additional time

commitments or roles outside the

normal scope of their appointments

(e.g. in periods of M&A activity) are

required.

The Group retains the flexibility to

payChair and NED fees in a form

otherthan cash if deemed appropriate.

NEDs and the Chair do not participate

inany variable remuneration or pension

arrangements. They are not prohibited

from participating in benefit

arrangements that are available

toUK-based employees so long

asthereisno additional cost to the

Groupin them doing so.

The Group will pay reasonable

expenses incurred by the NEDs and

Chair in carrying out their duties and

may settle any tax incurred in relation

tothese.

There is no maximum limit

on fees for NEDs and the

Chair, but fees are broadly

set at a competitive level

having regard to fee levels

at companies of a similar

size or sector to SIG.

In general, the level of fee

increase for the NEDs and

the Chair will be set taking

into account any change

inresponsibility and the

general increase in salaries

across the UK workforce.

No performance or

recovery provisions

applicable.

SIG Annual Report and Accounts 2025

Strategic report Governance Financials

Illustration of application of new Remuneration Policy

The chart below shows an estimate of the remuneration that could be received by Executive Directors under the proposed

amended Remuneration Policy set out in this report:

£0

£500,000

£1,000,000

£1,500,000

£2,000,000

£2,500,000

■

Fixed pay ■ Annual bonus ■ Restricted shares

■

50% share price appreciation

Minimum Target Maximum Maximum

with 50%

share price

appreciation

Chief Executive Officer

£750,000 £750,000 £750,000 £750,000

100% 100% 100%100%

Minimum Target Maximum Maximum

with 50%

share price

appreciation

£464,878

£1,336,525

£1,627,073

£1,917,622

£0

£500,000

£1,000,000

£1,500,000

£2,000,000

£2,500,000

100% 35% 28% 24%

22%

36% 30%

43%

36% 30%

16%

■

Fixed pay ■ Annual bonus ■ Restricted shares

■

50% share price appreciation

Chief Financial Officer

Scenario charts show ‘minimum’, ‘target’ and ‘maximum’ scenarios in accordance with the regulations, as well as the impact

ofa 50% share price growth on the long-term incentives for the ‘maximum’ scenario. All scenarios do not account for dividend

equivalents on deferred bonus shares or LTIP awards.

Assumptions used in determining the level of pay-out under given scenarios are as follows:

Element Minimum Target Maximum

Maximum with 50% share

price growth

Fixed pay Base salary for 2026

Benefits for CFO based on amount paid in 2025. No benefits for CEO

Pension contribution of 5% for CFO. No pension contribution for CEO

Annual bonus Nil 50% of the maximum

opportunity

100% of the maximum

opportunity

100% of the maximum

opportunity

LTIP awards 0% vesting; underpins

not met

100% vesting of awards 100% vesting of awards 100% vesting of awards

Award levels of 125% of

salary for the CFO

Award levels of 125% of

salary for the CFO

Award levels of 125% of

salary for the CFO

Award levels of 125% of

salary for the CFO

Discretion within the Directors’ Remuneration Policy

The Committee has discretion in several areas of the amended Remuneration Policy as set out in this report. The Committee

may also exercise operational and administrative discretions under relevant plan rules as set out in those rules. In addition,

theCommittee has the discretion to amend the Remuneration Policy with regard to minor or administrative matters where it

would be, in the opinion of the Committee, disproportionate to seek or await shareholder approval.

In addition to the performance metrics set by the Committee annually for the incentive plans, the Committee will also assess

the overall, or underlying, performance of the Group and the operating companies. In light of this assessment, the Committee

may make a downward adjustment, including to zero, to the vesting outcome on all or any of the performance metrics.

The Committee will also assess the risk performance of the Group and the operating companies, and may make a downward

adjustment, including to zero, to the vesting outcome on all or any of the bonus and/or LTIP performance metrics, to take

account of any material failures of risk management or regulatory compliance in the Group and the operating companies.

Additionally, Committee discretion can be applied in implementing the post-employment shareholding requirement including

incases of significant financial hardship, material ill-health and conflict of interest.

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Malus and clawback

Malus is the adjustment of the annual bonus plan payments or unvested LTIP awards or the imposition of additional conditions

because of the occurrence of one or more circumstances listed below. The adjustment may result in the value of an outstanding

award being reduced to nil.

Clawback is the recovery of payments made under the annual bonus plan or vested long-term incentive awards as a result

ofthe occurrence of one or more circumstances listed below. Clawback may apply to all or part of a participant’s payment

under the bonus plan or LTIP awards and may be effected, among other means, by requiring the transfer of shares, payment

ofcash or reduction of awards or bonuses.

The circumstances in which malus and clawback could apply are as follows:

– Discovery of a material misstatement resulting in an adjustment in the audited accounts of the Group or any Group company.

– The assessment of any vesting condition or any other condition under the plan was based on error, or inaccurate or

misleading information.

– The discovery that any information used to determine the award was based on error, or inaccurate or misleading information.

– Action or conduct of a participant which amounts to fraud or gross misconduct.

– Events or the behaviour of a participant have led to the censure of a Group company by a regulatory authority or have

hadasignificant detrimental impact on the reputation of any Group company provided that the Board is satisfied that the

relevant participant was responsible for the censure or reputational damage and that the censure or reputational damage

isattributable to the participant.

– Material failure of risk management.

– Corporate failure.

Annual bonus (cash) Annual bonus (deferred shares) LTIP awards

Malus Up to the date of the cash

payment.

To the end of the three-year

vesting period.

To the end of the three-year

vesting period.

Clawback Two years post the date

ofanycash payment.

n/a Two years following the end

ofthe vesting period. The total

malus and clawback period may

be extended where there is an

ongoing internal or regulatory

investigation.

The Committee believes that (i) the Group’s incentive plans rules provide sufficient powers to enforce malus and

clawbackwhere required and (ii) the applicable time periods are appropriate and likely sufficient for any issues to be identified.

Loss of office policy

When considering compensation for loss of office, the Committee will always seek to minimise the cost to the Group whilst

applying the following philosophy:

Remuneration element Treatment on cessation of employment

General The Committee will honour Executive Directors’ contractual entitlements. Service contracts do not contain

liquidated damages clauses. If a contract is to be terminated, the Committee would determine such

mitigation as it considers fair and reasonable in each case. There are no contractual arrangements that

would guarantee a pension with limited or no abatement on severance or early retirement. There is no

agreement between the Group and its Directors or employees providing for compensation for loss of

office or employment that occurs because of a takeover bid. The Committee reserves the right to make

additional 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.

Salary, benefits

andpension

These would be paid over the notice period. The Group has discretion to make a lump sum payment

inlieu.

SIG Annual Report and Accounts 2025

Strategic report Governance Financials

Remuneration element Treatment on cessation of employment

Annual bonus plan Good leaver reason Other reason Discretion

Cash Performance conditions

will be measured at the

bonus measurement

date.

Bonus will normally be

pro-rated for the period

worked during the

financial year.

No bonus payable for

the year of cessation.

The Committee has discretion to determine:

– that an Executive Director is a good leaver. It is the

Committee’s intention to only use this discretion

incircumstances where there is an appropriate

business case which would be explained in full

toshareholders at the appropriate time; and

– whether to pro-rate the bonus to time.

TheCommittee’s normal policy is that it would

pro-rate bonus for time. The Committee has the

discretion to not pro-rate in circumstances where

there is anappropriate business case which would

be explained in full to shareholders at the

appropriatetime.

Deferred share

awards

All subsisting deferred

share awards will vest.

Lapse of any unvested

deferred share awards.

The Committee has discretion to:

– determine that an Executive Director is a good

leaver. It is the Committee’s intention to only use

this discretion in circumstances where there is

anappropriate business case which would be

explained in full to shareholders at the

appropriatetime;

– vest deferred shares at the end of the original

deferral period or at the date of cessation.

TheCommittee would make this determination

depending on the type of good leaver reason

resulting in the cessation; and

– determine whether to pro-rate the maximum

number of shares to the time from the date of

grant to the date of cessation. The Committee’s

normal policy is that it would not pro-rate awards

for time, but the approach would be determined at

the appropriate time based on the circumstances

of the Executive Director’s departure.

LTIP Good leaver reason Other reason Discretion

For the year of

cessation

The award will normally

be pro-rated for the

period worked during

the financial year and

underpins/performance

conditions will be

assessed.

No award for year

ofcessation.

The Committee has discretion to determine:

– that an Executive Director is a good leaver. It is

theCommittee’s intention to only use this discretion

where there is an appropriate business case which

would be explained in full to shareholders atthe

appropriate time;

– whether to pro-rate the award to time.

TheCommittee’s normal policy is that it would

pro-ratefor time. The Committee has the discretion

to notpro-rate in circumstances where there is

anappropriate business case which would be

explained in full to shareholders at the appropriate

time; and

– whether the award will vest on the date of cessation

or the original vesting date. The Committee would

make its determination at the appropriate time

based amongst other factors onthe reason for

thecessation of employment.

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Remuneration element Treatment on cessation of employment

LTIP Good leaver reason Other reason Discretion

Subsisting awards Awards will typically be

pro-rated to time and

will typically vest on

their original vesting

dates and remain

subject to the holding

period and underpins/

performance conditions

will be assessed.

Unvested awards will be

forfeited on cessation

ofemployment. Vested

awards will remain

subject to the holding

period

The Committee has discretion to determine:

– that an Executive Director is a good leaver. It is the

Committee’s intention to only use this discretion

incircumstances where there is an appropriate

business case which would be explained in full

toshareholders at the appropriate time;

– whether to pro-rate the award to the date of

cessation. The Committee’s normal policy is that

itwould pro-rate but the approach would be

determined at the appropriate time based on the

circumstances of the Executive Director’s departure;

– whether the awards vest on the date of cessation or

the original vesting date. The Committee would

make its determination at the appropriate time

based amongst other factors on the reason for

thecessation of employment; and

– whether the holding period for awards applies

inpart or in full. The Committee would make its

determination at the appropriate time based

amongst other factors on the reason for the

cessation of employment.

The following definition of leavers will apply to all the above incentive plans. A ‘good leaver’ is one whose cessation of

employment falls into the following circumstances:

– death

– ill-health

– injury or disability

– retirement with agreement of the employing Group company

– employing company ceasing to be a Group company

– transfer of employment to a company which is not a Group company

– at the discretion of the Committee (as described above).

Cessation of employment in circumstances other than those set out above is cessation for other reasons.

Change of control policy

Name of incentive plan Change of control Discretion

Annual bonus plan Typically pro-rated for time and performance

tothedate of the change of control.

The assessment is to take place at the time of the

change of control. The Committee has discretion

regarding whether to pro-rate the bonus to time.

TheCommittee’s normal policy is that it would pro-

rate the bonus for time. It is the Committee’s intention

touse its discretion to not pro-rate in circumstances

only where there is an appropriate business case.

Deferred share

awards

Subsisting deferred share awards will vest on

achange of control.

The Committee has discretion regarding whether to

pro-rate the award to time. The Committee’s normal

policy is that it would not pro-rate awards for time, but

the approach would be determined at the appropriate

time depending on the circumstances ofthe change

of control.

LTIP The number of shares subject to subsisting RSP

orPSP awards will vest on a change of control

typically pro-rated for time and performance

against any underpins or performance conditions.

The Committee has discretion regarding whether to

pro-rate the LTIP awards for time. The Committee’s

normal policy is that it would pro-rate the LTIP awards

for time. It is the Committee’s intention to use its

discretion to not pro-rate in circumstances only where

there is an appropriate business case. The Committee

also has discretion to consider attainment of any

underpins or performance conditions.

SIG Annual Report and Accounts 2025

Strategic report Governance Financials

Recruitment and promotion policy

Remuneration for new recruits will be assessed in line with the same principles as set out in the Remuneration Policy table.

TheCommittee is mindful that it wishes to avoid paying more than it considers necessary to secure a preferred candidate

withthe appropriate calibre and experience needed for the role. In setting the remuneration for new recruits, the Committee

willhave regard to guidelines and shareholder sentiment regarding one-off or enhanced short-term or long-term incentive

payments, as well as giving consideration for the appropriateness of any performance measures associated with an award.

TheGroup’s policy when setting remuneration for the appointment of new Directors is to consider the following:

‘Buy out’ of incentives

forfeited on cessation of

employment

Where the Committee determines that the individual circumstances of recruitment justify the

provision of a buyout, the equivalent value of any incentives that would be forfeited on cessation of

an Executive Director’s previous employment would be calculated, taking into account the following:

– the proportion of the performance period completed on the date of the Executive Director’s

cessation of employment;

– the performance conditions attached to the vesting of these incentives and the likelihood of them

being satisfied; and

– any other terms and conditions having a material effect on their value (“lapsed value”).

The Committee may then grant up to the same value as the lapsed value, where possible, under

theGroup’s incentive plans. To the extent that it is not possible or practical to provide the buyout

within the terms of the Group’s existing incentive plans, a bespoke arrangement would be used.

Relocation policies In instances where the new Executive Director is required to relocate or spend significant time

awayfrom their normal residence, the Group may provide one-off compensation to reflect the

costofrelocation for the Executive Director. The level of the relocation package will be assessed

onacase-by-case basis but would take into consideration any cost-of-living differences/housing

allowance and schooling, and typically not exceed a period of two years from recruitment.

Where an existing employee is promoted to the Board, the Remuneration Policy for existing Executive Directors would only

apply from the date of promotion onwards. The previous elements of the employee’s existing remuneration package would

behonoured and form part of the ongoing remuneration of the person concerned. These would be disclosed to shareholders

inthe remuneration report for the relevant financial year.

The Group’s policy when setting fees for the appointment of a new Chair or NEDs is to apply the policy which applies to the

current Chair or NEDs.

Where an interim CEO or deputy CEO is appointed but without being a Director of the Company, the Remuneration Policy for

existing Executive Directors would apply from appointment but there would be no retrospective application of the Remuneration

Policy, therefore any existing remuneration arrangements, subsisting incentive awards and notice period would be permitted

tocontinue for up to the earlier of 12 months from appointment or the next date of award/review date. A stepping up allowance

may be paid for the duration of their appointment.

Service contracts and letters of appointments

The Committee’s policy for setting notice periods is that normally they will be a maximum of 12 months. The Committee may

inexceptional circumstances, arising on recruitment, allow a longer period, which would typically reduce to 12 months following

the first year of employment. The NEDs of the Company do not have service contracts. The NEDs are appointed by letters

ofappointment.

Each independent NEDs term of office runs for a three-year period. The Company follows the UK Corporate Governance

Code’s recommendation that all Directors be subject to annual reappointment by shareholders.

The details of the service contracts currently in place are as follows:

Executive Directors

Name Date of contract Company notice Executive notice

Guaranteed payments on

change of control or cessation

Pim Vervaat 1 October 2025 12 months 12 months None

Ian Ashton 1 July 2020 6 months 6 months None

To the extent amendments are made to the Executives’ contracts in the year, this section will be updated in the next Annual

Report to reflect the changes made in the year.

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Terms of appointment of the Non-Executive Directors

Name Date of appointment Date of most recent term Date of expiry

Alan Lovell 1 August 2018 13 May 2024 12 May 2027

Andrew Allner¹ 1 November 2017 1 November 2023 29 April 2027

Bruno Deschamps² 10 July 2020 10 July 2023 9 July 2029

Diego Straziota² 4 May 2023 4 May 2023 3 May 2029

Kath Durrant 1 January 2021 1 January 2024 31 December 2026

Shatish Dasani 1 February 2021 1 February 2024 31 January 2027

Simon King² 1 July 2020 1 July 2023 30 June 2029

1. Following the year end date, the term of office for Andrew Allner was extended to 29 April 2027, being the expected date of the 2027 AGM.

2. Following the year end date, each of these terms of office for Bruno Deschamps, Diego Straziota and Simon King were renewed for a further three years.

Policy on other appointments

Executive Directors are permitted to hold non-executive directorships in a FTSE company and the fees from their appointment

may be retained, provided that the Board considers that this will not adversely affect their executive responsibilities.

Consideration of employment conditions elsewhere in the Group.

Consideration of employment conditions elsewhere in the Group

Each year, prior to reviewing the remuneration of the Executive Directors and the members of the Executive Leadership Team,

the Committee considers a report prepared by the Chief People Officer detailing base pay and share schemes practice across

the Group. The report provides an overview of how employee pay compares to the market and any material changes during

theyear, and includes detailed analysis of basic pay and variable pay changes within the UK.

While the Group does not directly consult with employees as part of the process of reviewing Executive Director pay and

formulating the Remuneration Policy, the Group does receive an update and feedback from the broader employee population

on an annual basis using an engagement survey, which collates information relating to remuneration, and consults

arepresentative sample of employees on executive remuneration as part of the workforce engagement agenda.

Consideration of shareholder views

The Committee takes the views of shareholders seriously and these views are taken into account in shaping Remuneration

Policy and practice.

Shareholder views are considered when evaluating and setting remuneration strategy and the Committee welcomes an open

dialogue with its shareholders on all aspects of remuneration. The Committee consulted its major shareholders and major

proxy agencies on the proposed amended Remuneration Policy. The Committee isgrateful for the time taken to consider the

Committee proposals and provide feedback. At the end of the consultation the majority of shareholders consulted indicated

they were supportive of the amended Remuneration Policy.

Compliance with UK Corporate Governance Code

The following table sets out how the amended Remuneration Policy aligns with the UK Corporate Governance Code and

ensures that the remuneration arrangements operated by the Group are aligned to all stakeholder interests including those

ofour shareholders:

Key remuneration element of the 2024 UK Corporate Governance Code Alignment with our proposed amendments to the Remuneration Policy

Five-year period between the date of grant and realisation

for share incentives

The LTIP meets this requirement through a three-year vesting/

performance period followed by a two-year post-vesting holding

period.

Phased release of equity awards The LTIP meets this requirement as awards are made in an

annualcycle.

Discretion to override formulaic outcomes Included in the terms and conditions of the annual bonus plan

andthe LTIP.

Post-cessation shareholding requirement The full in-employment requirement must be held for two years

following cessation of employment.

Pension alignment All Executive Directors’ pension contributions are aligned with

wider employee contributions.

Extended malus and clawback The malus and clawback provisions align with the FRC’s Board

Effectiveness Guidance.

SIG Annual Report and Accounts 2025

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Annual report on remuneration

The following section provides details of how SIG’s Remuneration Policy was implemented during the

financial year ended 31December 2025.

This part of the report has been prepared in accordance with the Companies Act, various companies regulations and relevant

sections of the Listing Rules. The Annual Report on remuneration and the Chair’s statement will be put to an advisory

shareholder vote at the 2026 AGM. The information on pages 100 to 107 has been audited where required under the

regulations and indicated as such.

Single total figure of remuneration for Executive Directors (audited)

The table below sets out the single total figure of remuneration received by each Executive Director for the year ended

31December 2025 and the prior year. Gavin Slark stepped down as CEO on 8 July 2025 and Pim Vervaat was appointed

asCEO on 1 October 2025. Their remuneration has been pro-rated to these dates where appropriate. The CFO’s base salary

and pension contributions increased compared to 2024 reflecting the temporary salary increase awarded in respect of the

additional responsibilities undertaken during the CEO transition period.

		Base	Taxable	Annual				Total	Total fixed	Total variable
		salary 1	benefits 2	bonus 3	LTIP	Pension 4	Other	remuneration	remuneration	remuneration
Executive Director		£’000	£’000	£’000	£’000	£’000	£’000	£’000	£’000	£’000
Gavin Slark	2025	363	6	0	0	18	0	387	387	0
	2024	695	11	145	0	35	0	886	741	145
Pim Vervaat	2025	188	8	0	0	0	0	195	195	0
Ian Ashton	2025	479 5	20	286	95 6	24 7	0	904	523	381
	2024	424	20	74	127 8	21	0	665	465	201

The figures in the table above have been calculated as follows:

1. Base salary: amount earned for the year as Directors and rounded.

2. Taxable benefits: include, but are not limited to, car allowance/company car, private medical insurance and income protection provided to employees. In addition,

taxable benefits in respect of the CEO include travel and accommodation costs incurred for travel between their overseas residence and the UK for business purposes,

which are treated as taxable benefits under UK tax legislation.

3. Annual bonus: payment for performance during the year (including any deferred portion).

4. Pension: the Company’s pension contribution during the year.

5. The increase in base salary reflects the temporary salary increase awarded for the CEO transition period.

6. The value for the LTIP represents the RSP award vesting on 10 March 2026, based on the three-month average share price to 31 December 2025 of 9.22p. As the award

will not vest before the publication of the 2025 annual results and the value at vesting will not be known, this estimated value will be restated next year when the actual

execution price at vesting is known. The award is not subject to performance conditions but is subject to an underpin applicable during the three-year vesting period.

7. The increase in pension contributions reflects the temporary increase in base salary awarded for the CEO transition period.

8. The March 2025 RSP award vested after the publication of the 2024 Annual Report. For the purposes of that report, its value was estimated based on the three-month

average share price to 31 December 2024. The award vested on 14 March 2025, and its value has been restated here (£127k) to reflect the actual number of shares and

executed price of 12.74p on the date of vesting.

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100

Single total figure of remuneration for Non-Executive Directors (audited)

The table below sets out the single total figure of remuneration received by each NED for services rendered to the Group

asaNED for the year ended 31 December 2025 and the prior year.

				Committee Chair/Senior
	Base fee			Independent Director fees	Total fees
	2025	2024	2025	2024	2025	2024
	£’000	£’000	£’000	£’000	£’000	£’000
Andrew Allner (Chairman)	241	241	–	–	241	241
Alan Lovell	67	67	–	–	67	67
Bruno Deschamps 1	67	67	–	–	67	67
Gillian Kent 2	22	67	–	–	22	67
Kath Durrant	67	67	22	22	89	89
Shatish Dasani	67	67	12	12	79	79
Simon King	67	67	10	10	77	77
Diego Straziota 1	67	67	–	–	67	67

1. The fees paid to Bruno Deschamps and Diego Straziota are not retained by them individually but paid to CD&R.

2. Gillian Kent stepped down as a NED at the AGM on 1 May 2025. This figure pertains to the period 1 January 2025 to 30 April 2025.

2025 bonus out-turn

The maximum potential bonus opportunity for Gavin Slark (previous CEO) was 150% of salary and for Ian Ashton (CFO)

was125% of salary. Pim Vervaat (CEO) was not eligible to participate in the 2025 bonus plan.

The table below sets out the targets and level of achievement that were considered when determining the bonus. The

Committee also considered the targets that would apply to the Executive Leadership Team for 2025, which were based

onoperating profit, average working capital and free cash flow.

						CEO actual	CFO actual
Performance condition (weighting)	Actual	Threshold	Interim	Maximum	Outcome	£’000	£’000
Operating profit (60%) 1		25%	50%	100%	29%	0	10 4.1
	£32.1m	£31.5m	£35.0m	£38.5m
Average working capital 2 (20%)		25%	50%	100%	57%	0	68.2
	12.9%	13.6%	13.0%	12.3%
Free cash flow 3 (10%)		25%	50%	100%	100%	0	59.9
	£(12.0)m	£(42.5)m	£(34.0)m	£(25.5)m
	See below
Strategic objectives (10%)	pay-out level				90%	0	53.9
Total 4						0	286.1

1. Group underlying operating profit, adjusted for M&A during the year. No M&A transactions were undertaken in 2025.

2. Average working capital – calculated as average of month end trade balances divided by annual sales.

3. Free cash flow – all cash flows excluding M&A transactions, dividend payments and financing transactions.

4. The Committee reviewed health and safety leadership and performance, and determined that there was no requirement to exercise its override discretions.

Chief Executive Officer

Gavin Slark resigned as CEO in May 2025 and was therefore not eligible for a bonus in respect of the year.

SIG Annual Report and Accounts 2025

101

Strategic report Governance Financials

Chief Financial Officer

Bonusable objectives Measures Outcome

Business performance Continued opex reduction ensuring clear plans

in place across all businesses. Drive short-term

working capital and cash performance.

The Group achieved operating cost savings of

£39 million against the prior year, pre inflation,

which was also well in excess of the internal

budget. Working capital ratios continued to

improve. These factors both contributed very

positively to the Group’s full year financial

performance, supported by effective

engagement with MDs across the business.

Investor relations Both business performance and changes to

strategy communicated to and understood by

investors.

The Group maintained clear and timely

communications with equity and debt investors

during the year, including in relation to financial

performance and the CEO transition. The results

and reporting processes continued to operate

effectively.

M&A and capital

allocation

Portfolio and capital allocation decisions made

and executed upon.

During the period of CEO transition, certain

activities were temporarily deferred. Strong

support provided to the incoming CEO in

establishing priorities and developing a clear

forward plan, including detailing key

recommendations and milestones to the Board.

Audit and control Maintain and improve, where necessary, high

standards of audit and control across the

business.

The audit process was again completed

successfully. The Financial Reporting Council

review of the Annual Report and Accounts

concluded with no comments or questions. The

Group continues to demonstrate a strong

position in relation to the new Material Controls

requirements when benchmarked against peers.

ESG/People SIG’s drive to deliver on Sustainability including

net zero 2035 ambition and people

development.

A revised ESG program was agreed. Employee

engagement within the Central Finance team

increased year on year, and the team continued

to operate effectively and increasingly efficiently.

Clear view obtained of talent and succession

pipeline.

The Committee evaluated the performance of the CFO against the above outcomes and scored this part of the bonus at 9%

out of the 10% available for these strategic objectives.

Restricted share awards vesting in March 2026

Awards granted on 10 March 2023 are due to vest shortly after the date of publication of this document.

As part of its final assessment of the underpin, the following factors have been considered:

– whether threshold performance levels have been achieved for the performance conditions for the Bonus Plan for each

ofthethree years covered by the vesting period for the RSP award.

– whether there have been any sanctions or fines issued by a Regulatory Body; (in which case participant responsibility

maybeallocated collectively or individually).

– whether there has been material damage to the reputation of the Company; (in which case participant responsibility

maybeallocated collectively or individually).

– the level of employee and customer engagement over the period.

– in all cases subject to the Committee’s holistic assessment at vesting based on business performance, individual

performance or wider Company considerations.

In relation to the operation of the underpins, the Remuneration Committee’s intention is not to reduce the value of the awards

unless there are clear and specific failures to achieve the underpins. The failure to achieve the threshold performance measure

in any one year is not, in itself, a reason to reduce the value of the award.

The Committee is comfortable the requirements under the underpin have been met and the awards will vest in full.

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SIG Annual Report and Accounts 2025

102

2025 restricted share awards

Gavin Slark and Ian Ashton were granted RSP awards of 125% and 100% of salary respectively on 27 March 2025. No

consideration was paid for the grant of the awards which are structured as nil-cost options. The number of ordinary shares over

which RSP awards were granted was based on an ordinary share price of 14.03 pence per share, which was the three-month

average share price up to and including the date of grant.

Gavin Slark forfeited his 2025 RSP award upon his resignation in May 2025. However, details of the award are included below

for completeness.

The normal vesting date of the award will be 27 March 2028, being the third anniversary of the award date. The award will

ordinarily vest after three years subject to continued service and a discretionary underpin that allows the Remuneration

Committee to make adjustments to the level of vesting if it believes due to business performance, individual performance or

wider Group considerations that the vesting should be adjusted. This will include consideration of all relevant factors, including

any windfall gains. Once vested, the award will normally be exercisable until the day before the 10th anniversary of the award

date. The award is subject to a two-year holding period commencing on vesting.

Executive Director Date of grant

% of award for

minimum

performance

Shares subject

to award

Face value at

date of award

Gavin Slark 27 March 2025 100 6,194,315 £869,062

Ian Ashton 27 March 2025 100 3,022,066 £423,996

New CEO recruitment share award

To facilitate his appointment as CEO and Chair designate, Pim Vervaat was granted an award of shares with a value of 285%

ofhis salary (calculated using a share price of 14.57p, being the average daily closing share price over the three months prior

to8 July 2025, the date his appointment was announced). The award is equal to 190% of his salary on an annualised basis

over the 18 months of his expected tenure as CEO. This is slightly less than the target bonus (75% of salary) and RSP award

(125% of salary) for the CEO role under policy. As the award was outside of the Directors’ Remuneration Policy, it was approved

by shareholders at a General Meeting in August 2025 following prior consultation with major shareholders. Consistent with his

expected tenure as CEO, the award will vest 18 months after grant, so that he does not have any unvested share awards at the

time he assumes the role of Non-Executive Chair. The shares that vest from this award will have a minimum holding period

which ends on the later of (i) the fifth anniversary of the date of grant and (ii) the date that Pim ceases to be aDirector of the

Company. The Committee retains the discretion to vary the number of shares that vest if the circumstances atthe time of

vesting necessitate this.

Other than if there is a change of control following which the Company’s shares remain listed, in the event of a change

ofcontrol of the Company, the recruitment award will vest in full and not be reduced as a result of time pro-rating by the

Company’s Remuneration Committee, as may otherwise be the case in line with the Remuneration Policy for RSP awards.

Theapproach taken to the awardis consistent with its vesting period.

In the event that Pim becomes a ‘good leaver’ before the normal vesting date, the award may be time pro-rated by the

Committee by reference to the proportion of the 18-month vesting period which has elapsed on the date Pim ceases

employment (or, if the Committee so decides, the date he gives (but not receives) notice to so cease), unless the Committee

atthe time determines that a less stringent pro-rating level should apply.

If the reason for being a ‘good leaver’ is that Pim has retired but, during the 12 months post-resignation he commences

afull-time executive role in another organisation, then the award will lapse to the extent unexercised, and the Committee may

require him to return any shares (or the value thereof) that he has acquired pursuant to the award. The malus and clawback

provisions in respect of the award will otherwise be the same as under the RSP, save that they will not apply in relation to

actions or events that took place prior to 1 October 2025 (the date on which Pim’s appointment as CEO became effective).

The details of this award are set out in the table below:

Executive Director Date of grant

% of award for

minimum

performance

Shares subject

to award Face value

Pim Vervaat 1 October 2025 100 14,674,121 £ 2,137, 5 0 0

SIG Annual Report and Accounts 2025

103

Strategic report Governance Financials

Directors’ interests in SIG shares (audited)

The interests of the Directors in office during the year ended 31 December 2025, and their families, in the ordinary shares

oftheCompany at the dates below were as follows:

Shares held Nil-cost options held

Owned

outright or

vested

Vested but

subject to

holding period

Vested but not

exercised

Unvested

subject to

vesting and

holding period

Unvested and

subject to

deferral

Shareholding

required

(% basic

salary)

Current

shareholding

as a % of

basic salary

Requirement

met

Gavin Slark

890,000 – – – – 300% 20% No

Pim Vervaat

3,000,000 – – 14,674,121 – 300% 144% No

Ian Ashton

827,10 2 1,288,537 – 6,282,734 – 300% 129% No

Andrew Allner 288,384 – – – – – – –

Kath Durrant 193,292 – – – – – – –

Alan Lovell 500,000 – – – – – – –

Bruno Deschamps Nil – – – – – – –

Simon King 388,391 – – – – – – –

Shatish Dasani 420,000 – – – – – – –

Diego Straziota Nil – – – – – – –

1. This relates to the in-employment shareholding requirement. Executive Directors are expected to achieve target shareholdings within five years of appointment. In the

event of cessation, Executive Directors are expected to hold the lower of this shareholding requirement and their actual holding on cessation.

2. Pim Vervaat and Ian Ashton’s holdings are based on the SIG share price of 10.04p as at 31 December 2025. The post-tax value of the RSP awards granted in

March2023, March 2024 and March 2025 have been included in the current shareholding figure. The % shareholding will fluctuate due to share price movements

ateach year end.

3. Gavin Slark was appointed as CEO on 1 February 2023 and stepped down as CEO on 8 July 2025. His shareholdings are as at the date he resigned using the share

price on that day of 15.38p. Pim Vervaat was appointed as CEO on 1 October 2025.

4. Ian Ashton was appointed as CFO on 1 July 2020. Ian Ashton exercised 1,400,167 share options during the year and there was no increase in the value of shares as

aresult of share price movement between the time of grant and exercise (2024: £nil).

On 14 January 2026, Pim Vervaat bought 500,000 shares. There have been no other changes to shareholdings between

1January 2026 and the date of this report.

Total Shareholder Return (“TSR”)

The graph below shows the Group’s TSR performance (share price plus dividends paid) compared with the performance of the

FTSE All Share Industrial Support Services Index over the 10 year period to 31 December 2025. This index has been selected

because the Group believes that the constituent companies comprising the FTSE All Share Industrial Support Services Index

are the most appropriate for this comparison as they are affected by similar commercial and economic factors to SIG.

Corporate governance report

Directors’ remuneration report

Remuneration

1 2 3 4 5

Ten Year Company TSR Performance v FTSE All Share Industrial Support Services

SIG FTSE All Share Industrial Support Services

250

200

150

100

20232015 2016 2017 2018 2019 2020 2021 2022 2024 2025

192.9

8.1

Rebased TSR from 31 December 2015

SIG Annual Report and Accounts 2025

104

CEO pay in the last 10 years

The table below shows how pay for the CEO role has changed in the last 10 years.

Year

2016

£’000

2016

£’000

2017

£’000

2017

£’000

2018

£’000

2019

£’000

2020

£’000

2020

£’000

2021

£’000

2022

£’000

2023

£’000

2023

£’000

2024

£’000

2025

£’000

2025

£’000

Incumbent

Stuart

Mitchell

Mel

Ewell

Mel

Ewell

Meinie

Oldersma

Meinie

Oldersma

Meinie

Oldersma

Meinie

Oldersma

Steve

Francis

Steve

Francis

Steve

Francis

Steve

Francis

Gavin

Slark

Gavin

Slark

Gavin

Slark

Pim

Vervaat

Single

figureof

remuneration 581 100 150 794 669 688 258 850 1,315 1,435 876 874 886 387 195

% of max

annual bonus

earned n/a n/a n/a 70 0 0 0 57 87 96.5 22.1 22.5 13.9 0 n/a

% of max

LTIP awards

vesting n/a n/a n/a n/a n/a 0 n/a n/a n/a n/a 100 n/a n/a 0 n/a

1. Stuart Mitchell stepped down as CEO with effect from 11 November 2016, and his remuneration relates to the period served. He did not receive a bonus for 2016,

andhis outstanding LTIP awards lapsed.

2. Mel Ewell was appointed as Interim CEO with effect from 11 November 2016 and stepped down on 31 March 2017. He continued as an Executive Director until

20April2017, and his remuneration relates to the period served as CEO. Mel Ewell did not participate in any Group incentive schemes.

3. Meinie Oldersma was appointed CEO on 3 April 2017. The 2017 figure pertains to the period 3 April 2017 to 31 December 2017. He stepped down as CEO with

effectfrom 24 February 2020, and his remuneration relates to the period served. He did not receive a bonus for 2020, and his outstanding LTIP awards lapsed.

4. Steve Francis was appointed CEO on 25 February 2020. The 2020 figure pertains to the period 25 February 2020 to 31 December 2020. His single figure reflects the

temporary 20% salary reduction between 1 April 2020 and 30 June 2020 as a result of the Covid-19 pandemic, as well as the one-off bonus arrangement received for

2020. 7. Steve Francis stepped down from his role as CEO on 1 February 2023, and his remuneration relates to the period he served. As per his settlement agreement,

he received a pro-rata bonus for 2023 and his outstanding RSP awards were also pro-rated.

5. Gavin Slark was appointed CEO on 1 February 2023. The 2023 figure pertains to the period 1 February to 31 December 2023. He stepped down from his role as

CEOon 8 July 2025, and his remuneration relates to the period he served. He did not receive a bonus for 2025, and all of his unvested share awards lapsed.

6. Pim Vervaat was appointed CEO on 1 October 2025. The 2025 figure pertains to the period 1 October to 31 December 2025.

Percentage change in Directors’ remuneration

The Executive Directors are the only employees of SIG plc on the Board. The table below shows the annual percentage change

in salary/fees, benefits and bonus between 2025 and 2024, 2024 and 2023, 2023 and 2022, 2022 and 2021 of the Directors of

the Group compared to the average for all other UK-based employees. The year-on-year analysis prior to this is not presented

as the comparatives were not meaningful: Ian Ashton joined the Company during 2020 and did not serve a whole year in office

during that year.

% change 2025 v 2024 % change 2024 v 2023 % change 2023 v 2022 % change 2022 v 2021

Salary/

fees Benefits Bonus

Salary/

fees Benefits Bonus

Salary/

fees Benefits Bonus

Salary/

fees Benefits Bonus

Gavin Slark (previous CEO)

(47.8) (4 8.1) (100) 12.4 (31.2) (30.5) – – – – – –

Pim Vervaat (CEO) – – – – – – – – – – – –

Ian Ashton (CFO)

13.0 0.8 288.5 3 (13.3) (31.8) 5 2 (77) 3 0.6 12.4

Andrew Allner (Chairman) 0 – – 3 – – 4 – – 3 – –

Shatish Dasani 0 – – 2.5 – – 3 – – 11.8 – –

Bruno Deschamps 0 – – 3 – – 4 – – 3 – –

Kath Durrant 0 – – 11.6 – – 7 – – 3 – –

Gillian Kent

(66.7) – – 3 – – 4 – – 3 – –

Simon King 0 – – 2.6 – – 3 – – 19.4 – –

Alan Lovell 0 – – ( 7.4) – – (0.25) – – 3 – –

Diego Straziota 0 – – 56.4 – – – – – – – –

Average % increase for employees 3.2 (6.2) 50.8 3.6 1.0 (4.0) 6.7 0 (41.1) 5.6 (5.6) (18.3)

1. Gavin Slark stepped down as CEO on 8 July 2025. The reduced % change reflects that only part of the year is reported for 2025.

2. Ian Ashton’s increase in salary is attributable to a temporary adjustment made to recognise the additional duties he assumed during the CEO transition period.

3. Gillian Kent stepped down as a NED at the AGM on 1 May 2025. The reduced % change reflects that only part of the year is reported for 2025.

SIG Annual Report and Accounts 2025

105

Strategic report Governance Financials

CEO pay ratio

Financial year Method used

25th percentile

pay ratio

50th percentile

pay ratio

75th percentile

pay ratio

2025 Option B (Gender Pay Data) 20:1 18:1 11:1

2024 Option B (Gender Pay Data) 30:1 26:1 18:1

2023 Option B (Gender Pay Data) 66:1 49:1 39:1

2022 Option B (Gender Pay Data) 46:1 42:1 27:1

2021 Option B (Gender Pay Data) 53:1 45:1 31:1

2020 Option B (Gender Pay Data) 44:1 38:1 31:1

2019 Option B (Gender Pay Data) 32:1 28:1 20:1

For 2025, the Company has used Option B given the availability of data, in order that a direct comparison can be shown

against last year. Gender Pay for 2025 has been calculated in line with the guidance and details of the data used in the analysis

can be found in the Gender Pay Gap report which was published on our website (www.sigplc.com) in late March 2025.

In determining the quartile figures, one UK employee with the relevant hourly rate was chosen for each quartile and the single

total remuneration figure was calculated for them to compare to the CEO.

The Group feels that using Gender Pay Data ensures that these individuals are reasonably representative of pay levels at the

25th, 50th and 75th percentile as the single total remuneration figure for these individuals is similar to other employees with

asimilar annual salary.

2025 2024

CEO 25th 50th 75th CEO 25th 50th 75th

Basic salary 550,077 25,455 30,634 44,808 695,250 28,319 28,227 42,538

Benefits 13,851 215 0 5,971 11,278 0 0 819

Pension 18,129 2,021 2,410 3,525 34,762 693 2,300 3,337

Bonus plan 0 1397 0 969 144,960 500 3,285 1,276

LTIP 0 0 0 0 0 0 0 0

Total pay 582,057 29,088 33,044 55,273 886,250 29,512 34,052 47,970

CEO pay for 2025 has been calculated for the period 1 January 2025 to 31 December 2025 based on the single total figure

ofremuneration table.

The following elements have been used to calculate the single total figure of remuneration for the employee at each quartile:

base salary, bonus, employer pension contribution, car/car allowance, private medical insurance, group income protection and

employer share incentive plan contribution. No pay elements were omitted or adjusted to calculate CEO pay. Non-guaranteed

overtime was omitted for employees due to its variable nature.

The reduction in the CEO pay ratio for 2025 compared with the prior year is largely driven by the fact that the Company did

nothave a CEO in place for a three-month period during 2025, resulting in a lower basic salary for the year. In addition, no

annual bonus plan payments were made to the CEO for 2025. By contrast, the CEO pay used in calculating the 2024 pay

ratioreflected a full year of service and included bonus plan payments. Looking ahead to 2026, despite a structural change

inCEO remuneration, under which the CEO will not be eligible for benefits or a bonus payment in 2026, the Company expects

the CEO pay ratio to increase as a full year of service is reflected; however, it is not expected to return to 2024 levels.

To ensure that pay is managed appropriately across the organisation, the Company regularly reviews salary levels against

comparable roles in both the wider market and within its sector. We also undertake additional pay analyses, including gender

pay reporting, to help identify and, where appropriate, address any pay disparities. Our workforce comprises a diverse range

ofroles and skillsets required to operate the business effectively, from operational employees in our distribution centres to

specialist technical roles, such as those within our IT functions. Remuneration is set by reference to the responsibilities, skills

and experience required for each role.

Corporate governance report

Directors’ remuneration report

Remuneration

1 2 3 4 5

SIG Annual Report and Accounts 2025

106

Relative importance of the spend on pay

The table below shows the percentage change in total employee pay expenditure and shareholder distribution (i.e. dividends

and share buybacks) from the financial year ended 31 December 2024 to the financial year ended 31 December 2025.

2025

£m

2024

£m % Change

Distribution to shareholders – – –

Employee remuneration

325.1

327.0 (0.58)%

1. Continuing operations employee remuneration.

2. In addition to the above, redundancy and related staff costs of £2.8m (2024: £6.5m) have been included within Other items (Note 2), including £0.1m (2024: £nil)

share-based payment expense.

The Company has declared that no final dividend would be paid for 2025 and no interim dividend was paid in 2025 (2024: nil).

Advisors to the Remuneration Committee

External

To ensure that the Group’s remuneration practices are in line with best practice, the Committee appointed independent external

remuneration advisors, Korn Ferry, through a competitive tender process in 2021. Korn Ferry confirms that it has no connection

with the Company or its individual Directors.

The Committee sought advice from Korn Ferry in relation to various matters, including emerging market practices in executive

and wider workforce incentive design and peer group analysis.

Korn Ferry is a member of the Remuneration Consultants Group and adheres to its Code of Conduct in its dealings with the

Committee. The Committee has reviewed, and is satisfied that, the advice received during 2025 was independent and robust.

The fees for the advice provided by Korn Ferry in 2025 were £95,673 (2024: £66,968) and were based on the time spent during

the year.

Internal

The Committee also sought internal support from the CEO, CFO, Chief People Officer, Group Head of Reward and the

Company Secretary, at Committee meetings to address specific questions and matters on the performance and remuneration

ofthe senior management team. This excluded any matter concerning their own remuneration. The Company Secretary acts

assecretary to the Committee.

Voting outcomes

The following table shows the results of the advisory vote on the 2024 Directors’ remuneration report at the AGM held on

1May2025 and the vote to approve the Remuneration Policy from the AGM held on 4 May 2023.

Resolution Votes cast ‘for’ %

Votes cast

‘against’ %

Votes

‘withheld’

To approve the annual statement by the Chair of the

Remuneration Committee and the Directors’ remuneration

reportfor the year ended 31 December 2024 917,829,828 99.0 9,139,081 1.0 21,828,999

To approve the Directors’ Remuneration Policy 925,096,437 96.8 29,655,028 3.2 5,835,784

Review of Committee terms of reference

Revised terms of reference were adopted in December 2020. During 2025, the Committee has reviewed the appropriateness

ofthese terms and made a number of reasonably minor amendments. The latest version can be found on the Group’s website

at www.sigplc.com.

SIG Annual Report and Accounts 2025

107

Strategic report Governance Financials

Committee performance review

An internal performance review of the Committee was conducted for 2025 and further details can be found on page 65.

Therecommendations from the Committee’s 2024 performance review are set out below together with a summary of the

progress that was made to satisfy the recommendations during the year:

2024 recommendations Action taken during 2025

Monitoring the impact of the execution of the Group’s new

four-pillar business strategy and ensuring that incentive

arrangements and targets remain appropriate to support that

inavolatile economic environment.

The Committee regularly monitored the execution progress of

the business strategy and progress towards incentive targets

set. In addition, the Committee reviewed more broadly the

appropriateness of incentive arrangements aligned to delivery

of the strategy.

Operating the annual bonus plans and RSP, and assessing

performance against the corresponding targets/underpins.

The Committee reviewed the incentive arrangements across

the Group as well as progress against targets set ensuring

theright performance and behaviours were being driven.

Inaddition, underpin and windfall tests were regularly reviewed.

Recommendations put by management and agreed by the

Committee on the bonus incentives for implementation in 2026

were also reviewed for progress by the Committee.

Ensuring talent is appropriately incentivised and that SIG

remainsable to attract the right capabilities to meet the differing

needs of its different businesses.

The Committee reviewed the remuneration and incentives

ofthe senior leaders, identified talent and more broadly

workforce terms and conditions, ensuring that remuneration

and incentives were appropriately applied and differentiated

tothe variable needs of different businesses.

Kath Durrant

Chair of the Remuneration Committee

3 March 2026

Corporate governance report

Directors’ remuneration report

Remuneration

1 2 3 4 5

SIG Annual Report and Accounts 2025

108

The Directors present their report and consolidated financial statements of the Group for the year ended 31 December 2025.

In accordance with the Companies Act 2006 (“CA 2006”) other information required to be included in this Directors’ report

areincluded in the Strategic report on pages 1 to 49. The Corporate Governance report is deemed to be incorporated into

thisDirectors’ report by reference and can be found on pages 50 to 108. Further disclosure requirements contained in the

CA2006, Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Part

3 of the Companies (Miscellaneous Reporting) Regulations 2018, the UK Listing Rules (“UKLR”) and the Disclosure Guidance and

Transparency Rules (“DTRs”) of the Financial Conduct Authority, which are not located in this Directors’ report can be found:

Disclosure Page reference

Acquisitions and disposals 153

Going concern statement 41

Directors’ biographies 52-53

Directors’ interests 104

Employee policies and the employment of disabled persons 33

Details on employee share schemes and long-term incentive schemes 145-146

Future developments in the business 1-49

Research and development activities 8-15

Disclosure of greenhouse gas (GHG) emissions 16

Environmental, social and governance (ESG) matters 16-33

Engagement with employees, suppliers, customers and others 58-59

Principal risks and uncertainties 44-49

Financial risk management and financial instruments 158-163

Post-balance sheet events 179

Corporate Governance Statement including internal control and risk management statements 50-51; 78-79

Statement of Directors’ Responsibilities 115

Shareholder information 207

Subsidiary undertakings 204-206

Viability statement 42

Substantial shareholdings

The Company had received notification of the following shareholdings in its issued share capital pursuant to the DTRs as

at31December 2025 and 3 March 2026.

Shareholder

Interests disclosed

to the Company as at

31 December 2025 %

Interests disclosed

to the Company as at

3 March 2026 %

CD&R Sunshine S. a. r. l. 342,220,120 28.96% 342,220,120 28.96%

IKO Enterprises Limited 174,74 3,80 3 14.78% 174,743,8 03 14.78%

AzValor Asset Management 153,675,426 13.01% 153,675,426 13.01%

Aberforth Partners LLP 84,206,385 7.12% 84,806,385 7.18%

Wellcome Trust 3 8, 247, 8 37 3.23% 3 8 , 247,8 37 3.23%

Directors’ report

SIG Annual Report and Accounts 2025

109

Strategic report Governance Financials

Whistleblowing

The Group has in place a Whistleblowing policy under which

employees may, in confidence, raise concerns about

possiblewrongdoing in financial reporting or other matters.

Acopy ofthis policy is available on the Group’s website

(www.sigplc.com).

The Group also has a confidential hotline in place, which

isavailable to all Group employees and provides a facility

forthem to bring matters to management’s attention on a

confidential basis. The hotline is provided by an independent

third party. During 2025, these systems were operational

throughout the Group.

A full investigation is carried out on all matters raised and

where a whistleblowing report has been prepared, an update

is provided to the Board as part of the Group General

Counsel & Company Secretary’s report. The Group General

Counsel & Company Secretary also reports to the Board

concerning ongoing investigations and conclusions reached.

During 2025, Group employees used this system to raise

concerns about a number of separate issues, all of which

were appropriately responded to.

Statement of the Directors on the disclosure of

information to the Auditor

The Directors who held office at the date of approval of the

Directors’ report confirm that:

– so far as they are each aware, there is no relevant audit

information of which the Company’s Auditor is unaware;

and

– each Director has taken all steps that they ought to have

taken as a Director to make themselves aware of any

relevant audit information and to establish that the

Company’s Auditor is aware of that information.

This confirmation is given and should be interpreted in

accordance with the provisions of Section 418 of the CA 2006.

On the recommendation of the Audit & Risk Committee

(seepage 76), in accordance with Section 489 of the CA 2006,

resolutions are to be proposed at the AGM for the

reappointment of Ernst & Young LLP as Auditor of the

Company and to authorise the Audit & Risk Committee

toagree its remuneration. The remuneration of the Auditor

forthe year ended 31 December 2025 is fully disclosed in

Note3 to the Consolidated financial statements on page 141.

Powers of Directors

The Directors are responsible for the management of the

business of the Company and may exercise all powers of the

Company subject to the provisions of the Company’s articles

and of the CA 2006. A copy of the articles is available at

www.sigplc.com.

Employees

The Group is committed to investing in, and rewarding,

itsworkforce and accordingly it continues to develop and

improve upon local recognition programmes, which recognise

outstanding work, efforts and achievements that are aligned

with Group behaviours. The Group provides regular training

opportunities for its employees and also operates a share

incentive plan for UK employees.

It is important that each employee understands the Group’s

strategies, policies and procedures. Regular communication

with employees takes place through Workvivo and employees

are invited to attend results presentations held by the CEO

and CFO. Employee views are sought through the annual

employee engagement survey. Further information on employee

engagement activities can be found on pages 57 to 58.

Corporate governance report

Directors’ report

SIG Annual Report and Accounts 2025

110

Numerical diversity data as at 31 December 2025

Our gender identity and ethnicity data in accordance with UKLR 6.6.6R (9) in the format set out in UKLR 6 Annex 1 at the

year-end is set out below. Board members and ELT members were asked to complete a standardised diversity disclosure

formon a confidential and voluntary basis, self-reporting to questions aligned to the data required by, and definitions set out

in,the UKLR.

Gender identity Number of Board members

Percentage of

the Board

Number of senior

positions on the

Board (CEO, CFO,

SID and Chairman)

Number in

executive

management (ELT)

Percentage of

executive

management (ELT)

Men 8 89% 3 12 86%

Women 1 11% 1 2 14%

Not specified/prefer not to say – – – – –

Ethnic background Number of Board members

Percentage

of the Board

Number of senior

positions on the

Board (CEO, CFO,

SID and Chairman)

Number in

executive

management (ELT)

Percentage of

executive

management (ELT)

White British or other White (including

minority-white groups) 8 89% 4 14 100%

Mixed/Multiple Ethnic Groups – – – – –

Asian/Asian British 1 11% – – –

Black/African/Caribbean/Black British – – – – –

Other ethnic group – – – – –

Not specified/prefer not to say – – – – –

Publication of Annual Report and Notice of AGM

Shareholders are to note that the SIG plc 2025 Annual Report

together with the notice convening the 2026 AGM will

bepublished on the Group’s website (www.sigplc.com).

Ifshareholders have elected to receive shareholder

correspondence in hard copy, then the Annual Report

andnotice convening the AGM will be distributed to them.

Political donations

During the year, the Company and its subsidiaries did not

make any political donations or incur any political expenditure.

At the forthcoming Annual General Meeting shareholders

willbe asked to approve, on a precautionary basis,

fortheCompany and its subsidiaries to make political

donations andincur political expenditure for the year

ending31December 2026. Details of the Group’s policies in

relationto corporate governance are disclosed on page 33.

Group results and dividends

The Consolidated income statement for the year ended

31December 2025 is shown on page 117. The movement

inGroup reserves during the year is shown on page 120 in

the Consolidated statement of changes in equity. Segmental

information is set out in Note 1 to the Consolidated financial

statements on pages 138 to 140.

The Board has taken the decision not to declare a final

dividend for the year ended 31 December 2025 (2024: nil).

Nointerim dividend was paid in 2025 (2024: nil). Therefore,

the total dividend paid in 2025 was nil (2024: nil).

Related party transactions

Except as disclosed in Note 30 to the Consolidated financial

statements on page 179, and except for Directors’ service

contracts and the Relationship Agreement with CD&R,

theCompany did not have any material transactions or

transactions of an unusual nature with, and did not make

loans to, related parties in the periods in which any Director

isor was materially interested.

SIG Annual Report and Accounts 2025

111

Strategic report Governance Financials

Summary of key terms of the CD&R Relationship

Agreement

The Company entered into a Relationship Agreement with

CD&R on 29 May 2020, which will remain effective as long

asCD&R is entitled to exercise 10% or more of the votes able

to be cast on matters at general meetings of the Company.

The Relationship Agreement regulates the Company’s

relationship with CD&R. It includes agreement by CD&R

thatitshall (and ensure that its associates shall), among other

things, conduct all transactions with the Group at arm’s length

and on normal commercial terms, not take actions that would

have the effect of preventing the Group from carrying on its

business independently and not take any action that would

prevent the Group from complying with its obligations under

the UKLR and other applicable laws and regulations. More

details on the content of the Relationship Agreement can be

found in the prospectus dated 19 June 2020, which

isavailable on the Group’s website (www.sigplc.com).

Asfaras the Group is aware the undertakings included in

theRelationship Agreement have been complied with during

the period under review.

Further details on the CD&R relationship in practice can be

found on page 60.

Directors’ and officers’ liability insurance and

indemnities

The Company purchases liability insurance cover for Directors

and officers of the Company and its subsidiaries, which gives

appropriate cover for any legal action brought against them.

The Company has also provided an indemnity, which was in

force during the financial year for its Directors to the extent

permitted by the law in respect of liabilities incurred as a

result of their office. The indemnity would not provide any

coverage to the extent that a Director is proven to have acted

fraudulently or dishonestly.

No claims or qualifying indemnity provisions and no qualifying

pension scheme indemnity provisions have been made

eitherduring the year or by the date of approval of this

Directors’ report.

Share capital

The Company has a single class of share capital, which

isdivided into ordinary shares of 10p each. At 31 December

2025, the Company had a called-up share capital of

£118,155,697.70 divided into ordinary shares of 10p each

(20 24: £118,155,697.70).

During the year ended 31 December 2025, Directors’ options

over 1,400,167 ordinary shares vested under the Company’s

share option schemes. No new ordinary shares were allotted

to satisfy the vesting of these options and no new ordinary

shares have been allotted under these schemes since the

end of the financial year to the date of this report. Details

ofoutstanding options under the Group’s employee and

executive schemes are set out in Note 9 on pages 145 to 146,

which also contains details of options granted over unissued

share capital.

Rights attaching to shares

The rights attaching to the ordinary shares are defined in the

Company’s Articles of Association. The Articles of Association

may be changed by special resolution of the Company.

Ashareholder whose name appears on the Company’s

evidenced by share certificates (e.g. in certificated form)

orheld in electronic (e.g. uncertificated) form in CREST

(theelectronic settlement system in the UK).

Subject to any restrictions below, shareholders may attend

any general meetings of the Company and, on a show of

hands, every shareholder (or their representative) who is

present at a general meeting has one vote on each resolution

and, on a poll, every shareholder (or their representative) who

is present has one vote on each resolution for every ordinary

share of which they are the registered shareholder.

A resolution put to the vote of a general meeting is decided

on a show of hands unless before or on the declaration of the

result of a vote on a show of hands, a poll is demanded by

the Chairman of the meeting, or by at least five shareholders

(or their representatives) present in person and having the

right to vote, or by any shareholders (or their representatives)

present in person having at least 10% of the total voting

rightsof all shareholders, or by any shareholders (or their

representatives) present in person holding ordinary shares

inwhich an aggregate sum has been paid up of at least

one-tenth of the total sum paid up on all ordinary shares.

Shareholders can declare final dividends by passing an

ordinary resolution, but the amount of such dividends cannot

exceed the amount recommended by the Board. The Board

can pay interim dividends on any class of shares of the

amounts and on the dates and for the periods they decide

provided the distributable profits of the Company justify

suchpayment. The Board may, if authorised by an ordinary

resolution of the shareholders, offer any shareholder the

rightto elect to receive new ordinary shares, which will be

credited as fully paid, instead of their cash dividend.

Any dividend that has not been claimed for 12 years after it

became due for payment will be forfeited and will then belong

to the Company unless the Directors decide otherwise.

If the Company is wound up, the liquidator can, with the

sanction of an extraordinary resolution passed by the

shareholders, divide among the shareholders all or any part

of the assets of the Company and they can value any assets

and determine how the division shall be carried out as

between the members or different classes of members.

Theliquidator can also transfer the whole or any part of

theassets to trustees upon any trusts for the benefit of the

members. No shareholders can be compelled to accept

anyasset which would give them a liability.

Corporate governance report

Directors’ report

SIG Annual Report and Accounts 2025

112

Under the Company’s share incentive scheme (the “SIP”), the

SIP trustee holds shares on behalf of employee participants.

In accordance with the SIP trust deed and rules, the SIP

trustee must act in accordance with any directions given by

aSIP participant in respect of their SIP shares. In the absence

of any such directions from a SIP participant the SIP trustee

will not take any action in respect of SIP shares.

Under the SIG employee benefit trust (the “EBT”), the EBT

trustee holds shares to be used for the settlement of awards

granted under the Company’s incentive plans. The EBT

trustee has, under the trust deed establishing the EBT,

waived all rights to vote in respect of any shares held in the

EBT, except any shares participants own beneficially, in

respect of which it will invite participants to direct how the

trustee shall act in relation to the shares held on their behalf.

The number of shares held in the EBT on 25 February 2026

was 35,446,700. The EBT trustee also waives any dividends

on shares held in the EBT.

Further information relating to the change of control

provisions under the Group’s incentive plans appears within

the Remuneration Policy available on the Group’s website

(www.sigplc.com).

Voting at general meetings

Any form of proxy sent by the Company to shareholders

inrelation to any general meeting must be delivered to the

Company, whether in written or electronic form, no less than

48 hours before the time appointed for holding the meeting

oradjourned meeting at which the person named in the

appointment proposes to vote.

The Board may determine that the shareholder is not entitled

to exercise any right conferred by being a shareholder if

theyor any person with an interest in shares has been sent

anotice under Section 793 of the CA 2006 (which confers

upon public companies the power to require information

withrespect to interests in their voting shares) and they or

anyinterested person failed to supply the Company with

theinformation requested within 14 days after delivery of

thatnotice. The Board may also decide that no dividend

ispayable in respect of those default shares and that no

transfer of any default shares shall be registered.

These restrictions end seven days after receipt by the

Company of a notice of an approved transfer of the shares

orall the information required by the relevant Section 793

Notice, whichever is the earlier.

Transfer of shares

The Board may refuse to register a transfer of a certificated

share that is not fully paid, provided that the refusal does not

prevent dealings in shares in the Company from taking place

on an open and proper basis. The Board may also refuse to

instrument of transfer is lodged, duly stamped (if necessary),

atthe registered office of the Company or any other place

decided by the Board accompanied by a certificate for the

share to which it relates and such other evidence as the Board

may reasonably require to show the right of the transferor to

make the transfer; (ii) is in respect of only one class of shares;

and (iii) is in favour of not more than four transferees.

Transfer of uncertificated shares must be carried out using

CREST and the Board can refuse to register a transfer of

anuncertificated share in accordance with the regulations

governing the operation of CREST.

Variation of rights

If at any time the capital of the Company is divided into

different classes of shares, the special rights attaching

toanyclass may be varied or revoked either:

– with the written consent of the holders of at least 75%

innominal value of the issued shares of the class; or

– with the sanction of an extraordinary resolution passed

ataseparate general meeting of the holders of the shares

of the class.

The Company can issue new shares and attach any rights

tothem. If there is no restriction by special rights attaching

toexisting shares, rights attaching to new shares can take

priority over the rights of existing shares, or the new shares

and the existing shares are deemed to be varied (unless the

rights expressly allow it) by a reduction of paid up capital,

orifanother share of that same class is issued and ranks in

priority for payment of dividend, or in respect of capital or

more favourable voting rights.

Election and re-election of Directors

The Company may, by ordinary resolution, of which special

notice has been given in accordance with the CA 2006,

remove any Director before the expiration of their period

ofoffice. The office of a Director shall be vacated if:

– they cease to be a Director by virtue of any provision of

lawor are removed pursuant to the Company’s Articles

ofAssociation or they become prohibited by law from

beinga Director;

– they become bankrupt or compound with their creditors

generally;

– they become of unsound mind or a patient for any purpose

of any statute relating to mental health and the Board

resolves that their office is vacated;

– they resign;

– they fail to attend Board meetings for six consecutive

months without leave of absence from the Board and the

Board resolves that the office is vacated;

– their appointment terminates in accordance with the

provisions of the Company’s Articles;

– they are dismissed from executive office;

– they are convicted of an indictable offence and the

Directors resolve that it is undesirable in the interests

oftheCompany that they remain as a Director; or

– the conduct of the Director is the subject of an investigation

and the Directors resolve that it is undesirable in the

interests of the Company that they remain a Director.

SIG Annual Report and Accounts 2025

113

Strategic report Governance Financials

The Board may, from time to time, appoint one or more

Directors as Managing Director or to fulfil any other executive

function within the Company for such term, remuneration and

other conditions of appointment as it may determine, and it

may revoke such appointment (subject to the provisions of

the CA 2006).

Agreements with employees and significant

agreements (contracts of significance)

There are no agreements between the Company and its

Directors or employees providing for compensation for loss

ofoffice or employment (whether through resignation,

purported redundancy or otherwise) that occurs because

ofatakeover bid.

The Company’s borrowing arrangements are terminable

upona change of control of the Company.

Fixed assets

In the opinion of the Directors, there is no material difference

between the book value and the current open market value

ofthe Group’s interests in land and buildings.

CREST

The Company’s ordinary shares are in CREST, the settlement

system for stocks and shares.

2026 Interim Report

Current regulations permit the Company not to send hard

copies of its Interim Reports to shareholders and therefore

the Company intends to publish its Interim Report on its

website at www.sigplc.com.

Authority to purchase own ordinary shares

Shareholders’ authority for the purchase by the Company of

118,155,697 of its own shares existed at the end of the year.

The Company has made no purchases of its own ordinary

shares pursuant to this authority. The Company will seek

torenew this authority.

Cautionary statement

The cautionary statement can be found on page 43 of the

Strategic report.

Approval of the Directors’ report

The Directors’ report set out on pages 109 to 114 was

approved by the Board of Directors on 3 March 2026 and

signed onitsbehalf by:

Andrew Watkins

Group General Counsel & Company Secretary

3 March 2026

Corporate governance report

Directors’ report

SIG Annual Report and Accounts 2025

114

Directors’ Responsibilities

Statement

The Directors are responsible for preparing the Annual Report

and the Financial Statements in accordance with applicable

law and regulations.

Company law requires the Directors to prepare Financial

Statements for each financial year. Under that law the

Directors have elected to prepare the Group Financial

Statements in accordance with UK adopted international

accounting standards and the requirements of the Companies

Act 2006. The Directors have elected to prepare the Parent

Company Financial Statements in accordance with United

Kingdom Generally Accepted Practice (United Kingdom

Accounting Standards and applicable law), including Financial

Reporting Standard 101 Reduced Disclosure Framework

(“FRS 101”). 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 the Company and of the profit and loss of the

Group and the company for that period.

In preparing the Parent Company Financial Statements,

theDirectors are required to:

– select suitable accounting policies and then apply them

consistently;

– make judgements and accounting estimates that are

reasonable and prudent;

– state whether applicable UK Accounting Standards

havebeen followed, subject to any material departures

disclosed and explained in the Financial Statements; and

– prepare the Financial Statements on the going concern

basis unless it is inappropriate to presume that the

Company will continue in business.

In preparing the Group Financial Statements, International

Accounting Standard 1 requires that Directors:

– properly select and apply accounting policies;

– present information, including accounting policies, in

amanner that provides relevant, reliable, comparable

andunderstandable information;

– provide additional disclosures when compliance with

thespecific requirements in the UK adopted international

accounting standards are insufficient to enable users to

understand the impact of particular transactions, other

events and conditions on the entity’s financial position

andfinancial performance; and

– make an assessment of the Company’s ability to continue

as a going concern.

The Directors are responsible for keeping adequate

accounting records that are sufficient to show and explain

theCompany’s transactions and disclose with reasonable

accuracy, at any time, the financial position of the Group

atthat time and enable them to ensure that the Financial

Statements comply with the Companies Act 2006. They are

also responsible for safeguarding the assets of the Company

and hence for taking reasonable steps for the prevention

anddetection of fraud and other irregularities.

The Directors are responsible for the maintenance and

integrity of the corporate and financial information included

onthe Company’s website. Legislation in the United Kingdom

governing the preparation and dissemination of financial

statements may differ from legislation in other jurisdictions.

Responsibility statement

We confirm that to the best of our knowledge:

– The Financial Statements, prepared in accordance with the

relevant financial reporting framework, give a true and fair

view of the assets, liabilities, financial position and profit

orloss of the Company and the undertakings included

inthe consolidation taken as a whole;

– The Strategic report includes a fair review of the

development and performance of the business and the

position of the Company, and the undertakings included

inthe consolidation taken as a whole, together with a

description of the principal risks and uncertainties that

theyface; and

– The Annual Report and Financial Statements, taken as a

whole, are fair, balanced and understandable, and provide

the information necessary for shareholders to assess the

Company’s position and performance, business model

andstrategy.

This responsibility statement was approved by the Board

ofDirectors on 3 March 2026 and is signed on its behalf by:

Pim Vervaat

Chief Executive Officer and Chair designate

Ian Ashton

Chief Financial Officer

3 March 2026

SIG Annual Report and Accounts 2025

115

Strategic report Governance Financials

Financial statements

117 Consolidated income statement

118 Consolidated statement of comprehensive income

119 Consolidated balance sheet

120 Consolidated statement of changes in equity

121 Consolidated cash flow statement

122 Accounting policies

135 Critical accounting judgements and key sources of estimation uncertainty

138 Notes to the consolidated financial statements

180 Non-statutory information

182 Independent Auditor’s report

192 Five-year summary

193 Company balance sheet

194 Company statement of changes inequity

195 Company accounting policies

199 Notes to the Company financial statements

204 Group companies 2025

207 Company information

SIG Annual Report and Accounts 2025

116

Consolidated income statement

for the year ended 31 December 2025

		Underlying 1	Other items 2	Total	Underlying 1	Other items 2	Total
		2025	2025	2025	2024	2024	2024
	Note	£m	£m	£m	£m	£m	£m
Revenue	1	2 , 5 9 1. 0	–	2 , 5 91. 0	2 , 6 11. 8	–	2 , 6 11. 8
Cost of sales		(1, 9 6 3 . 9)	–	(1, 9 6 3 . 9)	(1, 9 71. 8)	–	(1, 9 71. 8)
Gross profit		6 2 7.1	–	6 2 7.1	6 40.0	–	6 4 0.0
Other operating expenses	2	(59 2 .4)	(41. 5)	(63 3.9)	(609. 1)	(28.9)	(6 38 .0)
Impairment losses on trade
receivables	2	(6 .1)	–	(6 .1)	(5.8)	–	(5.8)
Gain on disposal of property	2	3.5	–	3.5	–	–	–
Operating profit/(loss)	3	3 2 .1	(41. 5)	(9. 4)	2 5 .1	(28 .9)	(3.8)
Finance income	5	1.7	–	1. 7	2.7	–	2.7
Finance costs	5	(5 3. 8)	(0. 2)	(5 4.0)	(4 2 .1)	(1. 6)	(43 . 7)
Loss before tax		(20.0)	(41 .7)	(6 1.7)	(14 . 3)	(30.5)	(4 4. 8)
Income tax (expense)/credit	6	(2 .7)	0 . 3	(2. 4)	(5.4)	1. 6	(3.8)
Loss after tax		(2 2 .7)	(41. 4)	(6 4 .1)	(19 . 7)	(28.9)	(4 8 .6)
Attributable to:
Equity holders of the Company		(2 2 .7)	(41. 4)	(6 4 .1)	(19 . 7)	(28.9)	(4 8 .6)
Loss per share
Basic	8			(5.5)p			(4. 2)p
Diluted	8			(5 .5)p			(4. 2)p

1. Underlying represents the results before Other items. See the Accounting policies for further details.

2. Other items have been disclosed separately in order to give an indication of the underlying earnings of the Group. Other items are defined in the Accounting policies

andfurther details are disclosed in Note 2.

All results are from continuing operations.

The accompanying Accounting policies and Notes to the consolidated financial statements are an integral part of this

Consolidated income statement.

SIG Annual Report and Accounts 2025

117

Strategic report FinancialsGovernance

Consolidated statement of comprehensive income

for the year ended 31 December 2025

		2025	2024
	Note	£m	£m
Loss after tax for the year		(6 4 .1)	(4 8 . 6)
Items that will not subsequently be reclassified to the Consolidated income statement:
Remeasurement of defined benefit pension liability	28	0. 2	(0. 2)
Deferred tax movement associated with remeasurement of defined benefit pension liability	22	(0. 2)	–
		–	(0. 2)
Items that may subsequently be reclassified to the Consolidated income statement:
Exchange difference on retranslation of foreign currency goodwill and intangibles		2 . 6	(2. 2)
Exchange difference on retranslation of foreign currency net investments
(excludinggoodwillandintangibles)		14 .1	(13 .1)
Exchange and fair value movements associated with borrowings and derivative
financialinstruments		(14 . 5)	12 . 3
Losses on cash flow hedges		–	(1.1)
Transfer to profit and loss on cash flow hedges		1. 2	1. 0
		3 .4	(3. 1)
Other comprehensive income/(expense)		3 .4	(3.3)
Total comprehensive expense		(6 0 .7)	(51. 9)
Attributable to:
Equity holders of the Company		(6 0 .7)	(51. 9)

The accompanying Accounting policies and Notes to the consolidated financial statements are an integral part of this

Consolidated statement of comprehensive income.

SIG Annual Report and Accounts 2025

118

Consolidated balance sheet

as at 31 December 2025

		2025	2024
	Note	£m	£m
Non-current assets
Property, plant and equipment	10	6 7.7	6 4. 9
Right-of-use assets	23	2 4 8 . 2	25 0. 3
Goodwill	11	115 . 6	12 9 . 0
Intangible assets	12	2 . 4	12 . 5
Lease receivables	23	1. 6	1. 9
Deferred tax assets	22	5 .1	4.6
Non-current financial assets	18	0. 2	0. 3
		4 4 0 . 8	463. 5
Current assets
Inventories	14	2 5 7. 0	25 3. 8
Lease receivables	15,23	0. 3	0.3
Trade and other receivables	15	3 59 . 9	370. 8
Current tax assets	15	1. 5	2. 3
Current financial assets	18	0 . 2	0 .1
Cash at bank and on hand	18	81. 3	8 7. 4
		7 00.2	7 14 . 7
Total assets		1,141.0	1,17 8 . 2
Current liabilities
Trade and other payables	16	3 70 .9	35 8.6
Lease liabilities	16,23	6 9 .1	6 4.9
Interest-bearing loans and borrowings	17	16 . 5	5.2
Derivative financial instruments	16,18	0. 2	1. 3
Current tax liabilities	16	0 .1	1.7
Provisions	21	5 .1	7. 6
		4 6 1. 9	4 3 9.3
Non-current liabilities
Lease liabilities	23	2 5 6 .1	2 5 8 .7
Interest-bearing loans and borrowings	17	259. 7	25 6 .9
Derivative financial instruments	18	–	0 .1
Other payables		2 . 5	2. 8
Retirement benefit obligations	28	16 . 4	18 . 2
Provisions	21	23.9	2 2.4
		5 5 8 . 6	5 5 9 .1
Total liabilities		1,0 2 0 . 5	99 8 .4
Net assets		12 0 . 5	17 9 . 8
Capital and reserves
Called up share capital	24	118 . 2	11 8 . 2
Treasury shares reserve	24	(6 .1)	(8 .6)
Capital redemption reserve		0. 3	0.3
Share option reserve		6 .7	7. 8
Hedging and translation reserves		4 .1	0.7
Cost of hedging reserve		0 .1	0 .1
Merger reserve		92 . 5	9 2.5
Retained losses		(95.3)	(31. 2)
Attributable to equity holders of the Company		12 0 . 5	17 9 . 8
Total equit y		12 0 . 5	17 9 . 8

The accompanying Accounting policies and Notes to the consolidated financial statements are an integral part of this

Consolidated balance sheet.

The Consolidated financial statements were approved by the Board of Directors on 3 March 2026 and signed on its behalf by:

Pim Vervaat Ian Ashton

Director Director

Registered in England: 00998314

SIG Annual Report and Accounts 2025

119

Strategic report FinancialsGovernance

Consolidated statement of changes in equity

for the year ended 31 December 2025

					Hedging
	Called up	Treasury	Capital	Share	and	Cost of		Retained
	share	shares	redemption	option	translation	hedging	Merger	profits/
	capital	reserve	reserve	reserve	reserves	reserve	reserve	(losses)	Total
	£m	£m	£m	£m	£m	£m	£m	£m	£m
As at 1 January 2024	118 . 2	(11. 6)	0.3	7. 6	3.8	0 .1	9 2. 5	17. 6	228.5
Loss after tax	–	–	–	–	–	–	–	(4 8 .6)	(4 8 . 6)
Other comprehensive expense	–	–	–	–	(3. 1)	–	–	(0 .2)	(3.3)
Total comprehensive expense	–	–	–	–	(3. 1)	–	–	(4 8 . 8)	(51. 9)
Purchase of treasury shares	–	(0.9)	–	–	–	–	–	–	(0.9)
Credit to share option reserve	–	–	–	4 .1	–	–	–	–	4 .1
Settlement of share options	–	3 .9	–	(3.9)	–	–	–	–	–
As at 31 December 2024	11 8 . 2	(8 .6)	0.3	7. 8	0 .7	0 .1	9 2. 5	(31. 2)	17 9 . 8
Loss after tax	–	–	–	–	–	–	–	(6 4 .1)	(6 4 .1)
Other comprehensive income	–	–	–	–	3 . 4	–	–	–	3 . 4
Total comprehensive income/(expense)	–	–	–	–	3 .4	–	–	(6 4 .1)	(6 0 .7)
Purchase of treasury shares	–	(1. 6)	–	–	–	–	–	–	(1. 6)
Credit to share option reserve	–	–	–	3 . 0	–	–	–	–	3 . 0
Settlement of share options	–	4 .1	–	(4 .1)	–	–	–	–	–
As at 31 December 2025	118 . 2	(6 .1)	0. 3	6 .7	4 .1	0 .1	9 2 .5	(95.3)	12 0 . 5

The share option reserve represents the cumulative equity-settled share option charge under IFRS 2 “Share-based payment”

less the value of any share options that have been exercised.

The hedging and translation reserves represent movements in the Consolidated balance sheet as a result of movements

inexchange rates and movements in the fair value of cash flow hedges which are reflected in equity through Other

comprehensive income as detailed in the Accounting policies.

Treasury shares relate to shares purchased by the SIG Employee Benefit Trust (“EBT”) to satisfy awards made under the

Group’s share plans which are not vested and beneficially owned by employees.

The merger reserve represents the premium on ordinary shares issued in a previous year through the use of a cash box

structure.

The accompanying Accounting policies and Notes to the consolidated financial statements are an integral part of this

Consolidated statement of changes in equity.

SIG Annual Report and Accounts 2025

120

Consolidated cash flow statement

for the year ended 31 December 2025

		2025	2024
	Note	£m	£m
Net cash flow from operating activities
Cash generated from operating activities	25	123.5	83.5
Income tax paid		(3.5)	(8.0)
Net cash generated from operating activities		12 0 . 0	75 . 5
Cash flows from investing activities
Finance income received		1.7	2.7
Purchase of property, plant and equipment and computer software		(16 . 0)	(16 .1)
Initial direct costs of right-of-use assets		(0 .1)	(0.6)
Proceeds from sale of property, plant and equipment		6.9	1. 8
Settlement of amounts payable for previous purchases of businesses	13	–	(4. 4)
Net cash flow from investing activities		( 7. 5)	(16 . 6)
Cash flows from financing activities
Finance costs paid		(52.9)	(37 .5)
Repayment of lease liabilities		(70 .0)	(67 .5)
Repayment of borrowings		(0.8)	(2 3 9.7)
Proceeds from borrowings		–	2 4 7. 0
Acquisition of treasury shares		(1.6)	(0.9)
Net cash flow from financing activities		(12 5 . 3)	(9 8.6)
Decrease in cash and cash equivalents in the year	26	(12 . 8)	(3 9 .7)
Cash and cash equivalents at beginning of the year 1	27	8 7. 4	13 2 . 2
Effect of foreign exchange rate changes	27	6 .7	(5 .1)
Cash and cash equivalents at end of the year 1	27	81. 3	8 7. 4

1. Cash and cash equivalents comprise cash at bank and on hand of £81.3m (2024: £87 .4m) less bank overdrafts of £n il (2024: £ni l).

The accompanying Accounting policies and Notes to the consolidated financial statements are an integral part of this

Consolidated cash flow statement.

SIG Annual Report and Accounts 2025

121

Strategic report FinancialsGovernance

Accounting policies

for the year ended 31 December 2025

The material accounting policy information relating to this Annual Report and Accounts for the year ended 31 December 2025

is set out below.

Basis of preparation

The Consolidated financial statements are prepared in accordance with UK adopted international accounting standards.

The Consolidated financial statements have been prepared under the historical cost convention except for derivative financial

instruments and unquoted investments which are stated at their fair value. The principal accounting policies applied in the

preparation of these Consolidated financial statements are set out below. These policies have been consistently applied to

all the years presented, unless otherwise stated.

The qualifying partnership, The SIG 2018 Scottish Limited Partnership, which is included in these Consolidated financial

statements, is entitled to exemption under Regulation 7(1) from the requirements of Regulations 4 to 6 of Part 2 of

The Partnerships (Accounts) Regulations 2008 in relation to preparation and audit of annual financial statements of the

partnership. Advantage has been taken of the exemption conferred by this regulation.

The Consolidated financial statements have been prepared on a going concern basis as set out below.

In preparing the Consolidated financial statements, management has considered the impact of climate change, particularly

in the context of the financial statements as a whole, in addition to disclosures included in the Strategic report this year.

This included an assessment of the impact on the carrying value of non-current assets and the impact on forecasts used

in the impairment review and the assessments of going concern and longer-term viability. These considerations did not have

a material impact on the financial reporting judgements and estimates, consistent with the assessment that climate change

is not expected to have a significant impact on the Group’s going concern assessment to 31 March 2027 nor the viability

of the Group over the next three years.

Going concern

The Group closely monitors its funding position throughout the year, including monitoring compliance with covenants and

available facilities to ensure it has sufficient headroom to fund operations.

The Group’s financing facilities comprise €300m fixed rate secured notes, due October 2029, €13.5m fixed rate secured notes,

due November 2026, and a £90m Revolving Credit Facility (“RCF”) that expires in April 2029. One of the trading businesses

also has a £0.5m bank loan repayable over the period to June 2026. The secured notes are subject to incurrence-based

covenants only, and the RCF has a leverage maintenance covenant which is only effective if the facility is over 40% (i.e. £36m)

drawn at a quarter end reporting date. The RCF was undrawn at 31 December 2025 and has remained undrawn to the date

of this report.

The Group has adequate available liquidity and on the basis of current forecasts is expected to remain in compliance with all

banking covenants throughout the forecast period to 31 March 2027 (“the going concern period”).

The Directors have considered the Group’s forecasts which support the view that the Group will be able to continue to operate

within its banking facilities and comply with its banking covenants. The Directors have considered the following principal risks

and uncertainties that could potentially impact the Group’s ability to fund its future activities and adhere to its banking

covenants, including:

– prolonged challenging trading conditions in the Group’s larger businesses, leading to lower volumes;

– pricing pressure on sales and modest net input cost deflation; and

– current economic and political uncertainties, potentially further impacting market demand.

The forecasts on which the going concern assessment is based have been subject to sensitivity analysis and stress testing to

assess the impact of the above risks and the Directors have also reviewed mitigating actions that could be taken. Following two

years of market-driven downturn in 2023 and 2024, with LFL revenue declines of 2% and 4% respectively, subdued demand

persisted across the Group’s markets in 2025, with demand remaining well below historical levels and markets experiencing

longer than anticipated delays to the start of meaningful recovery, resulting in flat LFL revenue for the year. Continued market

uncertainty, alongside continued market share gains, is reflected in the base forecasts for 2026. Further progress is also

expected on working capital. A severe but plausible downside scenario has been modelled, which factors in a reduction in

revenue from the base forecast (and a reduction from the 2025 actual revenue), together with a reduction in gross margin, and

results in a 61% reduction in underlying operating profit from the base forecast for the 12 months to 31 March 2027. Certain

mitigations are also included, for example delaying planned headcount increases, reducing discretionary spend and delaying

non-essential capital expenditure. Under this scenario the analysis shows that sufficient cash would be available without

triggering a breach of the leverage covenant at a relevant quarter end date.

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Reverse stress testing has also been performed, which shows that the Group could withstand up to an 8% reduction in revenue

from the severe but plausible downside scenario for the nine months to the forecast liquidity low point of 30 September 2026,

or up to a 14% reduction for the 12 months to 31 March 2027, before triggering a covenant breach. Up to £90m RCF is available

to meet working capital requirements during the month, providing this is reduced to £36m before the quarter end date if the

leverage covenant is expected to be breached. Further cash phasing mitigations would also be available to avoid the

requirement to draw over £36m at a quarter end date if required.

The Directors have considered the impact of climate-related matters on the going concern assessment and this is not expected

to have a significant impact on the Group’s going concern assessment to 31 March 2027.

On consideration of the above, the Directors believe that the Group has adequate resources to continue in operational

existence for the forecast period to 31 March 2027 and the Directors therefore consider it is appropriate to adopt the going

concern basis in preparing the 2025 Consolidated financial statements.

New standards, interpretations and amendments adopted

The Group has adopted the following amendments which apply for the first time in 2025:

– Amendments to IAS 21: The effects of changes in foreign exchange rates

This did not have any impact on the Financial statements of the Group.

New standards, amendments and interpretations not yet adopted

Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2025

reporting periods and have not been early adopted by the Group. IFRS 18 “Presentation and Disclosure in Financial Statements”

will be effective for the financial year ending 31 December 2027, with retrospective application required. IFRS 18 will not impact

the recognition or measurement of items in the financial statements, but will have an impact on presentation and disclosure,

which the Group is currently assessing. The Group is also assessing the impact of the amendments to IFRS 9 and IFRS 7

in relation to the classification and measurement of financial instruments. None of the other new standards, amendments or

interpretations are expected to have a material impact on the Group in the current or future reporting periods or on foreseeable

future transactions.

Disclosure restatements

Segmental reporting

Reported operating segments for the UK have been changed during the year to align with changes in the UK leadership

structure, as explained in more detail in the Segmental reporting section below, and the segmental reporting disclosure

has been updated to reflect the way in which information is reported to the Chief Operating Decision Maker. The prior year

comparatives have been restated to be consistent with the current year presentation.

Basis of consolidation

The Consolidated financial statements incorporate the Financial statements of the Company and each of its subsidiary

undertakings after eliminating all significant intercompany transactions and balances. The results of subsidiary undertakings

acquired or sold are consolidated for the periods from or to the date on which control passed.

Changes in the Group’s interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions.

The carrying amount of the Group’s interests and the non-controlling interests are adjusted to reflect the changes in their

relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted

and the fair value of the consideration paid or received is recognised directly in equity and attributed to the shareholders of

the Company.

Profit and loss on disposal is calculated as the difference between the aggregate of the fair value of the consideration received

and the previous carrying amount of the net assets (including goodwill and intangible assets) of the businesses.

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Accounting policies continued

for the year ended 31 December 2025

Goodwill and business combinations

All business combinations are accounted for by applying the purchase method. Goodwill arising on consolidation represents

the excess of the cost of the acquisition over the Group’s interest in the fair value of identifiable assets (including intangible

assets) and liabilities of the business acquired.

Goodwill is stated at cost less any accumulated impairment losses. Goodwill is not amortised but is tested annually for

impairment, or more frequently when there is an indication that goodwill may be impaired. For the purposes of impairment

testing, goodwill is allocated to each of the Group’s cash generating units (“CGUs”) expected to benefit from the synergies

of the combination. If the recoverable amount of the CGU is less than the carrying amount of the unit, the impairment loss

is allocated first to reduce the carrying amount of any goodwill allocated to the CGU and then to the other assets of the CGU

pro rata on the basis of the carrying amount of each asset in the CGU. Right-of-use assets recognised on adoption of IFRS 16

are included in the carrying amount of the CGU, with cash flows and discount rates adapted accordingly to calculate value

in use on a consistent basis. An impairment loss recognised against goodwill cannot be reversed in a subsequent period.

On disposal of a subsidiary, the attributable amount of remaining goodwill relating to the entity disposed of is included in the

determination of any profit or loss on disposal.

Goodwill recorded in foreign currencies is retranslated at each period end. Any movements in the carrying value of goodwill

as a result of foreign exchange rate movements are recognised in the Consolidated statement of comprehensive income.

Any excess of the fair value of net assets over consideration arising on an acquisition is recognised immediately in the

Consolidated income statement.

Foreign currency

Transactions denominated in foreign currencies are recorded in the local currency and converted at actual exchange rates at

the date of the transaction. Any gain or loss arising from a change in exchange rates subsequent to the date of the transaction

is included as an exchange gain or loss in the Consolidated income statement.

At each balance sheet date, monetary assets and liabilities denominated in foreign currencies are reported at the rates of

exchange prevailing at that date.

On consolidation, assets and liabilities of overseas subsidiary undertakings are translated into sterling at the rate of exchange

prevailing at the balance sheet date. Income and expense items are translated into sterling at the average rate of exchange for

the year as an approximation where actual rates do not fluctuate significantly.

Exchange differences arising on translation of the opening net assets and results of overseas operations, and on foreign

currency borrowings, to the extent that they hedge the Group’s investment in such operations, are reported in the Consolidated

statement of comprehensive income.

On the disposal of a foreign operation the exchange differences accumulated in equity in respect of that operation are

reclassified to the Consolidated income statement.

Consolidated income statement disclosure

Income statement items are presented in the middle column of the Consolidated income statement entitled Other items where

they are significant in size and nature, and either they do not form part of the trading activities of the Group, or their separate

presentation enhances understanding of the financial performance of the Group.

Items classified as Other items relevant to the current and prior year are as follows:

– Costs related to acquisitions

The Group has made a number of acquisitions in previous years. There are a number of specific costs relating to these

acquisitions which make comparison of performance of the businesses and segments difficult. Therefore the following

items are recorded as Other items to provide a more comparable view of the businesses and enhance the clarity of the

performance of the Group and its businesses to the readers of the Financial statements:

(i) amortisation of intangible assets acquired through business combinations;

(ii) expenses related to contingent consideration required to be treated as remuneration for acquired businesses;

(iii) costs and credits arising from the re-estimation of deferred and contingent consideration payable in respect of

acquisitions; and

(iv) costs related to the acquisition of businesses.

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– Impairment charges

Impairment charges related to non-current assets are non-cash items and tend to be significant in size. The presentation

of these as Other items further enhances the understanding of the ongoing performance of the Group. Impairments

of property, intangible assets and other tangible fixed assets are included in Other items if related to the overall annual

impairment review of goodwill and other non-current assets, a fundamental restructuring project or other fundamental

project or if significant in size. Other impairments are included in underlying results.

– Net restructuring costs

Restructuring costs are classified as Other items if they relate to a fundamental change in the organisational structure of

the Group or a fundamental change in the operating model of a business within the Group. Costs may include redundancy,

property closure costs and consultancy costs, which are significant in size and will not be incurred under the ongoing

structure or operating model of the Group. These costs are therefore recorded as Other items in order to provide a better

understanding of the ongoing financial performance of the Group. Careful consideration is applied by management in

assessing whether these costs relate to fundamental restructuring and changing the structure and operating model of

the business as opposed to costs incurred in the normal course of business.

– Costs associated with refinancing

Costs associated with refinancing and changes to debt facility agreements are included within Other items as they tend

to be significant in size, do not form part of the underlying trading activities and are not incurred on an ongoing basis.

– Cloud-based ERP implementation costs

Costs incurred in relation to the implementation of Software as a Service (“SaaS”) arrangements which are recognised as

expenses in the Consolidated income statement are included within Other items if they relate to significant strategic projects

such as ERP implementations and are considered to meet the Group’s definition of Other items.

– Other specific items

Other specific items are recorded in Other items where they do not form part of the underlying trading activities of the

Group in order to enhance the understanding of the financial performance of the Group. This includes, for example, profit on

sale of property not related to ongoing operations (i.e. related to a branch or business closure) or property sold as part of a

fundamental restructuring programme. Profit on the sale of property in connection with branch or office moves in the normal

course of business is included within underlying results. Further information on other specific items is included in Note 2 to

the Consolidated financial statements.

– Other items within finance income and finance costs

The write-off of arrangement fees related to previous debt arrangements is included within finance costs in Other items,

as this tends to be significant in size, does not form part of the underlying trading activities and is not incurred on an ongoing

basis, consistent with other costs associated with refinancing as above.

– Taxation

The taxation effect of Other Items is shown within Other items in order to enhance the understanding of the underlying tax

position of the Group.

Revenue from contracts with customers

Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected

on behalf of third parties. The Group recognises revenue when it transfers control over a product or service to a customer.

a) Sale of goods

The majority of the Group’s revenue arises from contracts with customers for the sale of goods, with one performance

obligation. Revenue is recognised at the point in time that control of the goods passes to the customer, usually on delivery

to the customer. Standard payment terms vary across the different businesses but generally range from 8 to 60 days from

end of month. The amount of revenue recognised is impacted by the following:

Volume rebates:

The Group provides retrospective volume rebates to certain customers, which give rise to variable consideration. The Group

estimates the expected volume rebates using an expected value approach based on expected volumes and thresholds in the

contracts. The Group then applies the constraint regarding variable consideration and revenue is only recognised to the extent

that it is highly probable that a significant reversal will not occur. Expected volume rebates due to customers are recognised

as a reduction to trade receivables.

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Early settlement discounts:

Early settlement discounts are estimated using the expected value approach based on past experience and are recognised

at the time of recognising the revenue, subject to the constraint regarding variable consideration that it is highly probable that

a change in estimate would not result in a significant reversal of the cumulative revenue recognised.

b) Construction contracts

The Group has contracts for the provision of industrial services which fall under the category of “construction contracts”.

The Group’s business in Ireland provides industrial painting, coating and repair services. Revenue from these contracts is

recognised over time, as the entity’s performance enhances a customer-controlled asset, using an output method to measure

progress towards completion, based on agreed rates and/or valuation schedules agreed with the customer which confirm the

amounts invoiced each month, depending on individual contract terms.

Any earned consideration that is conditional is recorded as a contract asset. A contract asset becomes a receivable when

receipt is conditional only on the passage of time. Therefore, revenue recognised from construction contracts described above

which has not yet been invoiced is recognised as a contract asset, which is shown as a separate line item on the Consolidated

balance sheet rather than as part of trade and other receivables (£nil in 2025 and 2024). Invoices are raised as the contract

progresses based on agreed milestones, rates or valuation schedules depending on the terms of individual contracts, with

subsequent payment in accordance with agreed payment terms.

c) Presentation and disclosure requirements

The Group has disaggregated revenue recognised from contracts with customers into categories that depict how the nature,

amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The Group has also disclosed

information about the relationship between the disclosure of disaggregated revenue and the revenue information disclosed

for each reportable segment. Refer to Note 1 for the disclosure on disaggregated revenue.

Supplier rebates

Supplier rebate income is significant to the Group’s results, with a substantial proportion of purchases covered by rebate

agreements. Some supplier rebate agreements are non-coterminous with the Group’s financial year, and firm confirmation

of amounts due may not be received until after the balance sheet date.

Where the Group relies on estimates, these are made with reference to contracts or other agreements, management forecasts

and detailed operational workbooks. Supplier rebate income estimates are regularly reviewed by senior management.

Outstanding amounts at the balance sheet date are included in trade payables when the Group has the right to offset against

amounts owing to the supplier and therefore settles on a net basis, in line with IAS 32 criteria. Where the supplier rebates are

not netted off the amounts owing to that supplier, the outstanding amount is included within prepayments and accrued income.

The carrying value of inventory is reduced by the associated amount where the inventory has yet to be sold at the balance

sheet date.

Operating profit

Operating profit is stated after charging distribution costs, selling and marketing costs and administrative expenses, but before

finance income and finance costs.

Taxation

Income tax on the profit or loss for the periods presented comprises both current and deferred tax. Income tax is recognised

in the Consolidated income statement except to the extent that it relates to items recognised directly in equity, in which case

it is recognised in the Consolidated statement of comprehensive income or the Consolidated statement of changes in equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates that have been enacted by the

balance sheet date, and any adjustment to tax payable in respect of previous years. Current tax assets and liabilities are offset

when there is a legally enforceable right to set off current tax assets against current tax liabilities, when they relate to income

taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

Accounting policies continued

for the year ended 31 December 2025

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126

Uncertain tax treatments are accounted for in accordance with IFRIC 23. The Group determines whether to consider each

uncertain tax treatment separately or together with one or more other uncertain tax treatments and uses the approach that

better predicts the resolution of the uncertainty.

Deferred tax is provided using the balance sheet liability method, providing for all temporary differences between the carrying

amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

In accordance with IAS 12, the following temporary differences are not provided for:

– Goodwill not deductible for taxation purposes;

– The initial recognition of assets or liabilities that affect neither accounting nor taxable profit;

– Differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future

and the Group is able to control the reversal.

The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount

of assets and liabilities, using tax rates enacted or substantively enacted by the balance sheet date. A deferred tax asset is

recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be

utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

The Group applies the exception in IAS 12 Income taxes from recognising and disclosing information about deferred tax assets

and liabilities related to Pillar Two income taxes.

Share-based payment transactions

Employees (including senior executives) of the Group receive remuneration in the form of share-based payments, whereby

employees render services as consideration for equity instruments (equity-settled transactions). Equity-settled share-based

payments are measured at fair value at the date of grant based on the Group’s estimate of the number of shares that will

eventually vest. The fair value determined is then expensed in the Consolidated income statement on a straight-line basis over

the vesting period, with a corresponding increase in equity. The fair value of the options is measured using the Black-Scholes

option pricing model.

The amount recognised as an expense is adjusted to reflect the actual number of share options that vest.

For equity-settled share options, at each balance sheet date the Group revises its estimate of the number of share options

expected to vest as a result of the effect of non-market-based vesting conditions. The impact of the revision of the original

estimates, if any, is recognised in the Consolidated income statement such that the cumulative expense reflects the revised

estimate, with a corresponding adjustment to equity reserves.

Service and non-market performance conditions are not taken into account when determining the grant date fair value of

awards, but the likelihood of the conditions being met is assessed as part of the Group’s best estimate of the number of equity

instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other

conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions.

Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there

are also service and/or performance conditions.

No expense is recognised for awards that do not ultimately vest because non-market performance and/or service conditions

have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective

of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are

satisfied.

The EBT purchases shares in the Company in order to satisfy awards made under the Company’s share plans. The EBT is

included in the Consolidated financial statements of the Group. Shares held by the EBT which are not vested and beneficially

owned by employees are treated as treasury shares and a deduction is included in the Company’s weighted average number

of shares in issue for the purpose of calculating earnings/(loss) per share.

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Intangible assets

The Group recognises intangible assets at cost less accumulated amortisation and impairment losses. The Group recognises

two types of intangible asset: acquired and purchased. Acquired intangible assets arise as a result of applying IFRS 3

“Business Combinations” which requires the separate recognition of intangible assets from goodwill on all business

combinations. Purchased intangible assets relate primarily to software that is separable from any associated hardware.

Intangible assets are amortised on a straight-line basis over their useful economic lives as follows:

	Amortisation period	Current average useful life
Customer relationships	Life of the relationship	7 to 10 years
Non-compete contracts	Life of the contract	3 years
Computer software	Useful life of the software	3 to 10 years
Product testing and certification costs	Life of the testing/certification	5 years

Assets in the course of construction are carried at cost, with amortisation commencing once the assets are ready for their

intended use.

Software as a service (“SaaS”) arrangements

SaaS arrangements are arrangements in which the Group does not currently control the underlying software used in the

arrangement. These arrangements are accounted for as a service contract over the contract period. The Group’s policy

in relation to costs incurred to configure or customise the software to specific requirements is as follows:

– Where costs incurred to configure or customise SaaS arrangements result in the creation of a resource which is identifiable,

and where the Group has the power to obtain the future economic benefit flowing from the underlying resource and to

restrict the access of others to those benefits, such costs are capitalised as separate software intangible assets and

amortised over the useful life of the software on a straight-line basis.

– Where costs incurred to configure or customise do not result in the recognition of an intangible software asset, then those

costs that provide the Group with a distinct service (in addition to the SaaS access) are recognised as expenses when the

supplier provides the services. When such costs incurred do not provide a distinct service, the costs are expensed as

incurred. Costs are included within Other items in the Consolidated income statement if they relate to significant strategic

projects, such as ERP implementations and are considered to meet the Group’s definition of Other items.

Property, plant and equipment

Property, plant and equipment is shown at original cost to the Group less accumulated depreciation and any provision for

impairment.

Depreciation is provided at rates calculated to write off the cost less the estimated residual value of property, plant and

equipment on a straight-line basis over their estimated useful lives as follows:

	Current estimate of useful life
Freehold buildings	50 years
Leasehold properties and improvements	Period of lease (3 to 25 years)
Plant and machinery (including motor vehicles)	3 to 8 years

Freehold land is not depreciated.

Residual values, which are based on market rates, are reassessed annually. Assets in the course of construction are carried

at cost, with depreciation charged on the same basis as all other assets once those assets are ready for their intended use.

Investment property

Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition the Group has

chosen to apply the cost model. Investment properties are therefore recognised at cost and depreciated over the useful life and

are impaired when appropriate in accordance with IAS 16 “Property, plant and equipment”.

Transfers are made to or from investment property only when there is a change in use. If owner-occupied property becomes

an investment property, the Group accounts for such property in accordance with the policy stated under property, plant and

equipment up to the date of change in use.

Accounting policies continued

for the year ended 31 December 2025

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128

Finance income and expenses

Finance income comprises interest income on bank deposits and is recognised as it accrues using the effective interest

method.

Finance expenses comprise interest and fees on bank facilities, loans, secured notes, leases and defined benefit pension

schemes and the unwinding of discounts on provisions. Interest expense is recognised in the Consolidated income statement

using the effective interest method and includes the amortisation of fees associated with the arrangement of financing.

Leases and hire purchase agreements

Leases and hire purchase agreements are recognised in accordance with IFRS 16 “Leases”.

The Group’s leasing activities

The Group leases various offices, warehouses, branches, equipment and vehicles. Rental contracts are typically made for

fixed periods of 3 to 10 years but may have extension or early termination options. Certain property leases have a term of

up to 25 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions.

The lease agreements do not impose any covenants.

How leases are accounted for

A lease liability is recognised based on the discounted present value of total future lease payments, with a corresponding

right-of-use asset including any initial direct costs recognised and depreciated over the lease term. The lease payments are

discounted using the lessee’s incremental borrowing rate or the interest rate implicit in the lease. The Group remeasures lease

liabilities and right-of-use assets when there is a change of lease term, lease payments or a change in the assessment of

exercising of a purchase option. The impact of these changes is included within modifications in Note 23.

Where a lease liability relates to an onerous lease contract the right-of-use asset is assessed for impairment. Payments due

under the lease continue to be included in the lease liability, therefore a separate provision is not required. Provisions

for short-term onerous lease contracts continue to be recognised.

Definition of a lease

A lease is a contract (i.e. an agreement between two or more parties that creates enforceable rights and obligations), or part

of a contract, that conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

It is determined whether a contract is a lease or contains a lease at the inception of the contract. Under IFRS 16, an identified

asset can be either implicitly or explicitly specified in a contract.

Lease term

In accordance with IFRS 16, the lease term is defined as the non-cancellable period of the lease, together with:

– periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option; and

– periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option.

Variable lease payments

Variable lease payments based on an index or a rate are part of the lease liability. Variable lease payments are initially measured

using the index or the rate at the commencement date. Forecast future changes in rates are not included; these are only taken

into account at the point in time at which lease payments change.

The Group has a few property leases where rentals are based on an index but with a cap and collar, and for such leases the

minimum future increase is included in the initial recognition of the lease liability where relevant. Other variable payments, for

example additional costs based on usage or vehicle mileage, are not included in the lease liability.

Asset restoration costs

Where there is an obligation under a lease contract to dismantle and/or restore the asset to its original condition, provision

is made for this in accordance with IAS 37, and the initial carrying amount of this provision is included within fixed assets on

inception of the lease. The liability is recorded as a separate provision on the balance sheet (i.e. it is not included in the IFRS 16

lease liability).

Exemptions

The Group has certain assets with lease terms of 12 months or less and leases of equipment with low value. The Group applies

the ‘short-term lease’ and ‘lease of low-value assets’ recognition exemptions for these leases.

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Inventories

Inventories are stated at the lower of cost (including an appropriate proportion of attributable overheads, supplier rebates and

discounts) and net realisable value. The cost formula used in measuring inventories is either a weighted average cost, or

a first-in first-out basis, depending on the most appropriate method for each business. Most businesses use weighted average,

with the exception of Poland and Ireland, where first-in first-out is used.

Net realisable value is based on estimated normal selling price, less further costs expected to be incurred up to completion

and disposal. Provision is made for obsolete, slow-moving or defective items where appropriate.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits with an original maturity of three months or less.

Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included as

a component of cash and cash equivalents for the purposes of the Consolidated cash flow statement.

The Group has a cash pooling arrangement in place in the UK. As the Group has the legally enforceable right to offset the

balances and intends to settle them on a net basis, the bank balances within this arrangement are offset and presented as

a net cash balance in the Group financial statements.

Lease payments are presented as follows in the Consolidated cash flow statement:

– Short-term lease payments and payments for leases of low-value assets that are not included in the measurement of the

lease liabilities are presented within cash flows from operating activities.

– Payments for the interest element of recognised lease liabilities are included in ‘Finance costs paid’ within cash flows from

financing activities.

– Payments for the principal element of recognised lease liabilities are presented within cash flows from financing activities.

Cash flows in relation to the settlement of amounts payable for previous purchases of businesses related to consideration

dependent on vendors remaining within the business are classified as an operating cash flow. Cash flows in relation to

contingent or deferred consideration not dependent on vendors remaining within the business are classified as a cash flow

from investing activities.

Financial assets

Financial assets are classified as either financial assets subsequently measured at amortised cost, fair value through profit

and loss (“FVPL”) or fair value through other comprehensive income (“FVOCI”).

The classification at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Group’s

business model for managing them. With the exception of trade receivables that do not contain a significant financing

component or for which the Group has applied the practical expedient, the Group initially measures a financial asset at its

fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that

do not contain a significant financing component or for which the Group has applied the practical expedient are measured

at the transaction price determined under IFRS 15.

The Group measures financial assets at amortised cost if both the following conditions are met:

– The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual

cash flows; and

– The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal

and interest on the principal amount outstanding.

The Group’s financial assets are all measured at amortised cost, except for derivative financial instruments (“FVPL”) and

unquoted investments (“FVOCI”).

Financial assets at amortised cost are subsequently measured using the effective interest method and are subject to

impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.

The Group’s financial assets include trade receivables and cash and cash equivalents.

Accounting policies continued

for the year ended 31 December 2025

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130

Impairment of financial assets

The Group recognises an allowance for expected credit losses (“ECLs”) for all debt instruments held at amortised cost. ECLs

are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that

the Group expects to receive, discounted at an approximation of the original effective interest rate. For trade receivables and

contract assets, the Group applies the standard’s simplified approach and calculates ECLs based on lifetime expected credit

losses. The Group has established a provision matrix that is based on the Group’s historical credit loss experience, adjusted

for forward looking factors specific to the debtors and economic environment .

Derecognition

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily

derecognised (i.e. removed from the Consolidated balance sheet) when:

– the rights to receive cash flows from the asset have expired; or

– the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received

cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Group has

transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained

substantially all the risks and rewards of the asset but has transferred control of the asset.

Trade receivables that are factored out to banks and other financial institutions without recourse to the Group are derecognised

at the point of factoring as the risks and rewards of the receivables have been fully transferred. In assessing whether the

receivables qualify for derecognition, the Group has considered the receivables and receivable insurance contracts as two

separate units of account. Therefore, the insurance is not included as part of the derecognition assessment on the basis that

the insurance is not similar to the receivables. The Group has elected to recognise cash inflows from the sale of factored

receivables as an operating cash flow.

Financial liabilities

Financial liabilities are classified at initial recognition as financial liabilities at fair value through profit or loss, loans and

borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. All financial

liabilities, except for derivative financial instruments (see below), are recognised initially at fair value, net of directly attributable

transaction costs, and are subsequently measured at amortised cost using the effective interest rate (“EIR”) method.

The Group classifies financial liabilities that arise from supplier finance arrangements within Trade and other payables in the

Consolidated balance sheet if they have a similar nature and function to trade payables. This is the case if the supplier finance

arrangement is part of the working capital used in the Group’s normal operating cycle, the level of security provided is similar

to trade payables and the terms of the liabilities that are part of the supplier finance arrangement are not substantially different

from the terms of comparable trade payables that are not part of the arrangement. Cash flows related to liabilities arising from

supplier finance arrangements that are classified in Trade and other payables in the Consolidated balance sheet are included

in operating activities in the Consolidated cash flow statement.

A financial obligation is derecognised when the obligation under the liability is discharged, cancelled or expires. When an

existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing

liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and

the recognition of a new liability. Where a modification of a financial liability does not result in derecognition, the amortised

cost of the financial liability is recalculated by computing the present value of estimated future contractual cash flows that are

discounted at the loan’s original EIR. Any consequent adjustment (gain or loss on modification) is recognised immediately in

profit or loss. The gain or loss on modification will unwind over the remaining term of the liability, with the movement recognised

in finance costs.

Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at the initial date of

recognition and only if the criteria in IFRS 9 are satisfied. The Group has not designated any financial liability as at fair value

through profit or loss.

When determining the fair value of financial liabilities, the expected future cash flows are discounted using an appropriate

interest rate.

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the

contractual arrangement.

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Strategic report FinancialsGovernance

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the Consolidated balance sheet if there is

a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise

the assets and settle the liabilities simultaneously.

Derivative financial instruments

The Group uses derivative financial instruments including interest rate swaps, forward foreign exchange contracts and

cross-currency swaps to hedge its exposure to foreign currency exchange and interest rate risks arising from operational and

financing activities. In accordance with its treasury policy, the Group does not hold or issue derivative financial instruments

for trading purposes. However, any derivative financial instruments that do not qualify for hedge accounting are accounted

for as trading instruments. Derivatives are classified as non-current assets or non-current liabilities if the remaining maturity

of the derivatives is more than 12 months and they are not expected to be otherwise realised or settled within 12 months.

Other derivatives are presented as current assets or current liabilities.

Derivative financial instruments are recognised immediately at fair value. Subsequent to their initial recognition, derivative

financial instruments are then stated at their fair value. The fair value of derivative financial instruments is derived from

“mark-to-market” valuations obtained from the Group’s relationship banks.

Unless hedge accounting is achieved, the gain or loss on remeasurement to fair value is recognised immediately and is

included as part of finance income or finance costs, together with other fair value gains and losses on derivative financial

instruments, within Other items in the Consolidated income statement.

Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, exercised, no longer qualifies

for hedge accounting, or when the Group revokes the hedging relationship. At that time, any cumulative gain or loss on the

hedging instrument recognised in equity is retained in equity until the forecast transaction occurs. If a hedged transaction is

no longer expected to occur, the net cumulative gain or loss recognised in equity is transferred to the Consolidated income

statement in the period.

For the purposes of hedge accounting, hedges are classified as:

– fair value hedges when hedging the exposure to changes in the fair value of a recognised asset or liability or an unrecognised

commitment;

– cash flow hedges when hedging the exposure to variability in cash flows that is either attributable to a particular risk

associated with a recognised asset or liability or a highly probably forecast transaction or the foreign currency risk in an

unrecognised firm commitment; or

– hedges of a net investment in a foreign operation.

At the inception of the hedge relationship, the Group formally designates and documents the hedge relationship to which it

wishes to apply hedge accounting, along with its risk management objectives and its strategy for undertaking the hedging

transaction.

The documentation includes identification of the hedging instrument, the hedged item, the nature of the risk being hedged and

how the Group will assess whether the hedging relationship meets the hedge effectiveness requirements (including the analysis

of sources of hedge ineffectiveness and how the hedge ratio is determined). A hedging relationship qualifies for hedge

accounting if it meets all of the following effectiveness requirements:

– There is “an economic relationship” between the hedged item and the hedging instrument;

– The effect of credit risk does not “dominate the value changes” that result from that economic relationship; and

– The hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that the Group

actually hedges and the quantity of the hedging instrument that the Group actually uses to hedge that quantity of hedged

item.

Hedges that meet all the qualifying criteria for hedge accounting are accounted for as described below.

Accounting policies continued

for the year ended 31 December 2025

SIG Annual Report and Accounts 2025

132

Fair value hedges

The change in the fair value of the hedged item attributable to the risk being hedged is recorded as part of the carrying value of

the hedged item and is recognised in the Consolidated income statement within Other items. The change in the fair value of the

hedging instrument is also recognised in the Consolidated income statement within Other items. The Group did not have any

fair value hedges in place in the current or prior year.

Cash flow hedges

The effective part of any gain or loss on the hedging instrument is recognised directly in the Consolidated statement of

comprehensive income in the cash flow hedging reserve. When the forecast transaction subsequently results in the recognition

of a non-financial asset or non-financial liability, the associated cumulative gain or loss is removed from equity and included in

the initial cost or other carrying amount of the non-financial asset or liability. If a hedge of a forecast transaction subsequently

results in the recognition of a financial asset or financial liability, the associated gains or losses that were previously recognised

in the Consolidated statement of comprehensive income are reclassified into the Consolidated income statement in the same

period or periods during which the asset acquired or liability assumed affects the Consolidated income statement.

For cash flow hedges, the ineffective portion of any gain or loss is recognised immediately as fair value gains or losses on

derivative financial instruments and is included as part of finance income or finance costs within Other items in the Consolidated

income statement. The Group designates only the spot element of forward contracts as a hedging instrument. The forward

element is recognised in Other comprehensive income and accumulated in a separate component of equity under cost of

hedging reserve.

Hedges of net investment in foreign operations

The portion of any gain or loss on an instrument used to hedge a net investment in a foreign operation that is determined to be

an effective hedge is recognised in the Consolidated statement of comprehensive income. The ineffective portion of any gain or

loss is recognised immediately as fair value gains or losses on derivative financial instruments and is included as part of finance

income or finance costs within Other items within the Consolidated income statement. Gains and losses deferred in the foreign

currency translation reserve are recognised immediately in the Consolidated income statement when foreign operations are

disposed of.

Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is

probable that a transfer of economic benefit will be required to settle the obligation and a reliable estimate can be made of the

obligation. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects,

when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage

of time is recognised as a finance cost.

Leasehold dilapidations

Provisions are recognised in relation to contractual obligations to reinstate leasehold properties to their original state of repair.

The provision is calculated based on both the liability to rectify or reinstate leasehold improvements and modifications carried

out on the inception of the lease, recognised on inception with a corresponding fixed asset, and the liability to rectify general

wear and tear which is recognised as incurred over the life of the lease. The provision recognised is based on estimated

expected value using current cost estimates and therefore the net impact of inflation and discounting to present value is

not considered material.

A description of the nature and accounting of other provisions by type is included in Note 21.

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Strategic report FinancialsGovernance

Pension schemes

The Group operates four defined benefit pension schemes. The Group’s net obligation in respect of these defined benefit

pension schemes is calculated separately for each plan by estimating the amount of future benefit that employees have

earned in return for their service in both current and prior periods. That benefit is discounted using an appropriate discount

rate to determine its present value and the fair value of any plan assets is deducted.

Where the benefits of the plan are improved, the portion of the increased benefit relating to past service by employees is

recognised as an expense in the Consolidated income statement, at the earlier of when the plan amendment or curtailment

occurs and when the entity recognises related restructuring costs or termination benefits.

The full service cost of the pension schemes is charged to operating profit. Net interest costs on defined benefit pension schemes

are recognised in the Consolidated income statement. Discretionary contributions made by employees or third parties reduce

service costs upon payment of these contributions into the plan.

Any actuarial gain or loss arising is charged through the Consolidated statement of comprehensive income and comprises

the difference between the expected returns on assets and those actually achieved, any changes in the actuarial assumptions

for demographics and any changes in the financial assumptions used in the valuations.

The pension scheme deficit is recognised in full and presented on the face of the Consolidated balance sheet. The associated

deferred tax asset is recognised within non-current assets on the Consolidated balance sheet.

For defined contribution schemes the amount charged to the Consolidated income statement in respect of pension costs and

other post-retirement benefits is the contributions payable in the year. Differences between contributions payable in the year

and contributions actually paid are included within either accruals or prepayments on the Consolidated balance sheet.

Dividends

Dividends proposed by the Board of Directors that have not been paid by the end of the year are not recognised in the

Consolidated financial statements until they have been approved by the shareholders at the Annual General Meeting.

Segmental reporting

In accordance with IFRS 8 “Operating Segments”, the Group identifies its reportable segments based on the components

of the business on which financial information is regularly reviewed by the Group’s Chief Operating Decision Maker (“CODM”)

to assess performance and make decisions about how resources are allocated. For SIG, the CODM is considered to be the

Executive Leadership Team (“ELT”). Reported operating segments for the UK have been changed in the current year to align

with changes in the UK leadership structure. There are now considered to be two operating segments in the UK, being

UK Interiors and UK Roofing. The Building Solutions business is now included within UK Roofing, and the other businesses

previously included within the UK Specialist Markets segment are now included within UK Interiors, consistent with the new

reporting structure. Inter-segment revenue is charged at the prevailing market rates.

Accounting policies continued

for the year ended 31 December 2025

SIG Annual Report and Accounts 2025

134

Critical accounting judgements and

key sources of estimation uncertainty

In the application of the Group’s accounting policies, which are described on pages 122 to 134, the Directors are required to

make judgements (other than those involving estimates) that have a significant impact on the amounts recognised and to

make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other

sources. The estimates and associated assumptions are based on historical experience and other factors that are considered

to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are

recognised in the period in which the change takes place if the revision affects only that period, or in the period of the revision

and future periods if the revision affects both current and future periods.

Critical judgements in applying the Group’s accounting policies

The following are the critical judgements that the Directors have made in the process of applying the Group’s accounting

policies and that have had a significant effect on the amounts recognised in the Consolidated financial statements.

The judgements involving estimations are dealt with separately below.

Classification of Other items in the Consolidated income statement

As described in the Accounting policies, certain items are presented in the separate column of the Consolidated income

statement entitled Other items where they are significant in size or nature, and either they do not form part of the trading

activities of the Group or their separate presentation enhances understanding of the financial performance of the Group.

The nature and amounts of the items included in Other items, together with the overall impact on the results for the year,

is disclosed in Note 2 of the Consolidated financial statements.

Recognition of deferred tax assets

Deferred tax assets are recognised for unused tax attributes to the extent that it is probable that taxable profit will be available

against which the attributes can be utilised, after consideration of available taxable temporary differences. The Group has

£121.5m (2024: £109.5m) of potential deferred tax assets relating to cumulative tax losses and other deductible timing

differences in the UK and Benelux, which are currently unrecognised as it is not considered probable that sufficient future

taxable profits will be available to allow the utilisation of the deductible temporary differences.

Although the UK trading businesses in aggregate have generated positive underlying operating profit in the current year, the

UK tax group remains in a taxable loss position due to the head office costs and interest on the secured notes, and there is not

considered to be sufficient convincing evidence that future taxable profits will be available at 31 December 2025. This required

significant management judgement to determine the likely timing and level of future taxable profits and whether sufficient,

convincing evidence was available at 31 December 2025 to recognise the previously unrecognised deferred tax assets.

If the Group were able to recognise all unrecognised deferred tax assets, profit and equity would have increased by £121.5m

(2024: £109.5m). Further details are disclosed in Note 22.

Lease term

Where the Group is a lessee, judgement is required in determining the lease term at initial recognition, and throughout the lease

term, where extension or termination options exist. The Group applies judgement in evaluating whether it is reasonably certain

whether or not an option to extend or terminate the lease will be exercised, considering all relevant factors that may create an

economic incentive to exercise either the renewal or termination. Information on potential future rental payments relating to periods

following the exercise date of extension and termination options that are not included in the lease term is included in Note 23.

Key sources of estimation uncertainty

The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying value of the

assets and liabilities within the next financial year are detailed below.

Post-employment benefits

The Group operates four defined benefit pension schemes. All post-employment benefits associated with these schemes have

been accounted for in accordance with IAS 19 “Employee Benefits”. As detailed within the Accounting policies, in accordance

with IAS 19, all actuarial gains and losses have been recognised immediately through the Consolidated statement of

comprehensive income.

For all defined benefit pension schemes, pension valuations have been performed using specialist advice obtained from

independent qualified actuaries. In performing these valuations, significant actuarial assumptions have been made to determine

the defined benefit obligation, in particular with regard to discount rate, inflation and mortality. Management considers the key

assumption to be the discount rate applied. In determining the appropriate discount rate, the Group considers the interest rates

of high quality corporate bonds excluding university bonds. If the discount rate were to be increased/decreased by 0.1% for

the UK scheme, this would decrease/increase the Group’s gross pension scheme deficit by c£1.0m as disclosed in Note 28.

At 31 December 2025 the Group’s retirement benefit obligations were £16.4m (2024: £18.2m).

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Strategic report FinancialsGovernance

Impairment of goodwill and non-current assets

The Group tests goodwill and the associated intangible assets, property, plant and equipment and right-of-use assets of CGUs

annually for impairment, or more frequently if there are indications that an impairment may be required. Determining whether

goodwill is impaired requires an estimation of the value in use of the CGUs to which goodwill has been allocated, including all

related assets, or an estimation of fair value less costs of disposal if higher than value in use. The key estimates made in the

value in use calculation are those regarding discount rates, sales growth rates and expected changes to selling prices and

direct costs to reflect the operational gearing of the business. The Directors estimate discount rates using pre-tax rates that

reflect current market assessments of the time value of money for the Group and that also include a risk premium to factor

in a certain element of risk over and above that already included in the forecast cash flows where considered necessary.

Value in use is determined by forecasting cash flows based upon management’s three-year projections, which include forecast

sales growth based on external data (construction PMI data and construction market growth forecasts) and management’s

best estimates of market development and growth from current commercial and strategic initiatives, and gross margin

assumptions based on management’s best estimates and previous experience. Annual growth rates based upon country

specific inflation expectations (2.0% to 2.7%) are applied thereafter into perpetuity. Assumptions regarding sales growth, gross

margin, and discount rate are considered to be the key areas of estimation in the impairment review process, and appropriate

sensitivities have been performed and disclosed in Note 11.

Where value in use indicated an impairment, in the case of the UK Interiors and Benelux CGUs, the recoverable amount of

individual classes of assets has been determined based on fair value less costs of disposal basis. The key assumption used in

the determination of fair value less costs of disposal is the fair value of the right-of-use assets. For property right-of-use assets

this has been determined based on third-party external valuations of a number of properties, considering the market rental

value that could be obtained from subleasing the properties, subject to landlord consent, and taking into account current

market conditions together with the location and condition of the properties. For fleet right-of-use assets, this has been

determined based on the estimated recoverable value that could be obtained from returning the vehicles early, taking into

account the estimated termination penalty compared to the future rentals remaining.

For UK Interiors there are certain lease contracts for HGV trucks where there is no right under the terms of the contract to

terminate the agreement before the end of the lease term and there is no right to sublet the vehicles, and these vehicles are

therefore deemed to have no determinable recoverable value under current contractual terms. An impairment charge of £6.3m

(2024: £7.3m) has therefore been recognised in relation to these vehicles. Further impairment may be incurred in future periods

against vehicles acquired under similar contractual terms, until such time as the value in use calculation of the CGU as a whole

exceeds the carrying value of the assets.

The carrying amount of relevant non-current assets at 31 December 2025 is £433.9m (2024: £456.7m) including right-of-use

assets recognised in accordance with IFRS 16. The most recent results of the impairment review process are disclosed in Note

11. As noted above, an impairment charge of £6.3m has been recognised at 31 December 2025 in relation to fleet right-of-use

assets in the UK Interiors CGU. An impairment charge of £20.7m has also been recognised in relation to goodwill and intangible

assets in the Miers CGU, as a result of a reduction in forecast future cash flows and continued challenging market conditions,

and an impairment charge of £2.7m has been recognised in relation to the remaining goodwill and intangible assets of the

former UK Specialist Markets CGU following the transfer of part of this CGU into UK Interiors. An impairment charge of £3.5m

(£3.0m against right-of-use assets and £0.5m against fixed assets) has also been recognised in relation to a head office

property which is no longer being fully occupied by the Group, which is included in restructuring costs within Other items, as

disclosed in Note 2. The carrying value of non-current assets associated with all the other Group’s CGUs is considered

supportable at 31 December 2025.

Whilst the Directors consider the assumptions used in the impairment review to be realistic, if actual results are different from

expectations then it is possible that the value of goodwill included in the Consolidated balance sheet could become impaired

further. The remaining carrying value of goodwill is £115.6m. Sensitivities are disclosed in Note 11. These indicate reasonably

possible scenarios which could lead to further impairment for certain CGUs.

Critical accounting judgements and

key sources of estimation uncertainty continued

SIG Annual Report and Accounts 2025

136

Other areas of estimation uncertainty

The following areas of estimation uncertainty are not presented to comply with the requirements of paragraph 125 of IAS 1

“Presentation of Financial Statements” as it is not expected there is a significant risk of a material adjustment to the carrying

amount of assets and liabilities within the next financial year. They are presented as additional disclosure of estimates used

in the financial statements.

Rebates receivable

Supplier rebate income is significant to the Group’s result, with a substantial proportion of purchases covered by rebate

agreements. Supplier rebate income affects the recorded value of cost of sales, trade payables, trade and other receivables,

and inventories. The amounts payable under rebate agreements are often subject to negotiation after the balance sheet date.

At the balance sheet date, the Directors estimate the amount of rebate that will become payable and due to the Group under

these agreements based upon prices, volumes and product mix. The Group has recognised income from supplier rebates of

£383.5m for the year ended 31 December 2025 (2024: £348.0m). At 31 December 2025 trade payables is presented net of

£38.2m (2024: £37.4m) due from suppliers in respect of supplier rebates where the Group has the right to net settlement, and

included within prepayments and accrued income is £64.8m (2024: £71.7m) due in relation to supplier rebates where there is

no right to offset against trade payable balances. The majority of these balances relate to agreements which are coterminous

with the financial year end and therefore this reduces the level of estimation involved. Based on experience in the current year,

the amount received is not expected to vary from the amount recorded by more than c£2.0m.

Provisions against receivables

At 31 December 2025 the Group has recognised trade receivables with a carrying value of £265.1m (2024: £271.0m). The Group

recognises an allowance for ECLs in relation to trade receivables. The Group has established a provision matrix that is based

on the Group’s historical credit loss experience, adjusted for forward looking factors specific to the debtors and economic

environment. Changes in the economic environment or customer-specific circumstances could have an impact on the

recoverability of amounts included on the Consolidated balance sheet at 31 December 2025. The total allowance for ECLs

recorded at 31 December 2025 is £19.5m (2024: £18.4m). The bad debt to sales ratio of the Group has varied by up to 0.2%

over recent periods, therefore this gives an indication that the bad debt experience could vary by c£5m based on current year

sales. Further detail on trade receivables and the allowance for ECLs recognised is disclosed in Note 15.

Dilapidations provisions

The Group has a significant number of leasehold properties with contractual obligations to reinstate the properties to their

original state of repair at the end of the lease contract. The Group has recognised a provision of £25.0m at 31 December 2025

(2024: £25.9m) in relation to this obligation (see Note 21). The total provision includes both the estimated cost of rectifying

or reinstating leasehold modifications and improvements carried out, which is recognised at the inception of the lease with

a corresponding asset recognised in fixed assets and depreciated over the term of the lease, together with the estimated

cost of rectifying general wear and tear which is recognised as incurred over the life of the lease. Estimates are based on a

combination of a sample of assessments by third-party independent property surveyors, internal assessments by the Group’s

property experts and previous settlement history. Whilst the Directors consider the estimates to be reasonable based on latest

available information, actual amounts payable could be different to the amount provided depending on specific circumstances

of individual properties and counterparties at the expiry of each lease contract. The amount payable is not expected to be

materially different to the amount provided in the following year but there could be a material adjustment over a longer timescale.

The provision is reassessed each year on the basis of latest information, which could also result in a change in the value of the

provision year-on-year of up to c10% based on past experience.

Leases – estimating the incremental borrowing rate

The Group cannot readily determine the interest rate implicit in leases, therefore, it uses its incremental borrowing rate (“IBR”)

to measure lease liabilities. The IBR is the rate of interest that the Group would have to pay to borrow over a similar term and

with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic

environment. The IBR therefore requires estimation when no observable rates are available, such as for subsidiaries that do not

enter into financing transactions. The Group estimates the IBR using observable inputs, such as market interest rates, when

available, and is required to make certain entity-specific estimates, for example to capture the economic environment in which

different subsidiaries and their leases are located.

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137

Strategic report FinancialsGovernance

Notes to the consolidated financial statements

for the year ended 31 December 2025

1. Revenue and segmental information

In accordance with IFRS 8 “Operating Segments”, the Group identifies its reportable operating segments based on the

way in which financial information is reviewed and business performance is assessed by the CODM. Reportable operating

segments are grouped on a geographical basis as explained in the Accounting policies.

	UK	UK	Total	France	France	Total						Total
	Interiors	Roofing	UK	Interiors	Roofing	France	Germany	Benelux	Ireland	Poland	Eliminations	Group
2025	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m
Type of product
Interiors	673.1	–	673.1	189.9	–	189.9	432.5	91.6	54.3	260.5	–	1,701.9
Exteriors	–	453.4	453.4	–	388.4	388.4	–	–	47.3	–	–	889.1
Inter-segment revenue	2.4	2.5	4.9	0.1	10.3	10.4	–	–	0.2	–	(15.5)	–
Total underlying and statutory revenue	675.5	455.9	1,131.4	190.0	398.7	588.7	432.5	91.6	101.8	260.5	(15.5)	2,591.0
Nature of revenue
Goods for resale
(recognised at point
in time)	675.5	455.9	1,131.4	190.0	398.7	588.7	432.5	91.6	94.0	260.5	(15.5)	2,583.2
Construction contracts
(recognised over time)	–	–	–	–	–	–	–	–	7.8	–	–	7.8
Total underlying and statutory revenue	675.5	455.9	1,131.4	190.0	398.7	588.7	432.5	91.6	101.8	260.5	(15.5)	2,591.0
Segment result
before Other items	7.7	14.3	22.0	4.8	9.7	14.5	1.3	(1.3)	2.7	4.0	–	43.2
Parent company costs												(11.1)
Underlying
operating profit												32 .1
Other items (Note 2)												(41.5)
Operating loss												(9.4)
Net finance costs
before Other items												(52 .1)
Non-underlying
finance costs												(0.2)
Loss before tax												(61.7)
Income tax expense												(2.4)
Loss for the year												(64.1)

Other segment information:

France

Total

Parent

Total

Interiors

Roofing

Total UK

Interiors

Roofing

France

Germany

Benelux

Ireland

Poland

company

Group

2025

£m

Depreciation and

amortisation of fixed

assets, right-of-use

assets and computer

software

12.3

15.0

27.3

8.6

13.1

21.7

18.2

1.8

2.9

6.1

0.1

78.1

Profit on sale of

property

–

3.0

–

0.5

–

3.5

SIG Annual Report and Accounts 2025

138

	UK	UK		France	France	Total						Total
	Interiors	Roofing	Total UK	Interiors	Roofing	France	Germany	Benelux	Ireland	Poland	Eliminations	Group
2024 (Restated) 1	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m
Type of product
Interiors	665.0	–	665.0	200.4	–	200.4	438.5	103.6	60.1	241.4	–	1,709.0
Exteriors	–	448.7	448.7	–	410.1	410.1	–	–	44.0	–	–	902.8
Inter-segment revenue	4.7	2.8	7. 5	0.1	11.8	11.9	–	–	0.2	–	(19.6)	–
Total underlying and statutory revenue	669.7	451.5	1,121.2	200.5	421.9	622.4	438.5	103.6	104.3	241.4	(19.6)	2,611.8
Nature of revenue
Goods for resale
(recognised at point in time)	669.7	451.5	1,121.2	200.5	421.9	622.4	438.5	103.6	96.2	241.4	(19.6)	2,603.7
Construction contracts
(recognised over time)	–	–	–	–	–	–	–	–	8.1	–	–	8.1
Total underlying and statutory revenue	669.7	451.5	1,121.2	200.5	421.9	622.4	438.5	103.6	104.3	241.4	(19.6)	2,611.8
Segment result
before Other items	0.6	13.9	14.5	6.2	8.0	14.2	4.7	(4.5)	3.3	4.6	–	36.8
Parent company costs												(11.7)
Underlying
operating profit												25.1
Other items (Note 2)												(28.9)
Operating loss												(3.8)
Net finance costs
before Other items												(39.4)
Non-underlying
finance costs												(1.6)
Loss before tax												(44.8)
Income tax expense												(3.8)
Loss for the year												(48.6)

Other segment information:

France

Total

Parent

Total

Interiors

Roofing

Total UK

Interiors

Roofing

France

Germany

Benelux

Ireland

Poland

company

Group

2024 (Restated)

£m

Depreciation and

amortisation of fixed

assets, right-of-use

assets and computer

software

15.7

15.2

30.9

8.0

13.2

21.2

17.0

2.0

3.1

5.7

0.2

8 0.1

1. The 2024 segmental information has been restated in order to present on a consistent basis with the current year. See the Accounting policies for further details.

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1. Revenue and segmental information continued

Geographic information

The Group’s non-current operating assets (including property, plant and equipment, right-of-use assets, goodwill and intangible

assets but excluding lease receivables, deferred tax and financial assets) by geographical location are as follows:

	2025	2024
Country	£m	£m
United Kingdom	195.7	225.0
Ireland	13.3	14.6
France	130.8	129.1
Germany	65.6	60.0
Poland	21.6	21.0
Benelux	6.9	7.0
Total	433.9	456.7

2. Operating expenses

a) Analysis of operating expenses

		2025			2024
	Before			Before
	Other items	Other items	Total	Other items	Other items	Total
	£m	£m	£m	£m	£m	£m
Operating expenses:
Distribution costs	312.7	3.2	315.9	316.1	10.3	326.4
Selling and marketing costs	167.0	0.7	167.7	172.5	1.1	173.6
Management, administrative and central costs	112.7	37.6	150.3	120.5	17.5	138.0
Total other operating expenses	592.4	41.5	633.9	609.1	28.9	638.0
Impairment losses on trade receivables	6.1	–	6.1	5.8	–	5.8
Gain on disposal of property	(3.5)	–	(3.5)	–	–	–
Total net operating expenses	595.0	41.5	636.5	614.9	28.9	643.8

b) Other items

Loss after tax includes the following Other items which have been disclosed in a separate column within the Consolidated income

statement in order to provide a better indication of the underlying earnings of the Group (as explained in the Accounting policies):

		2025			2024
	Other items	Tax impact	Tax impact	Other items	Tax impact	Tax impact
	£m	£m	%	£m	£m	%
Amortisation of acquired intangibles (Note 12)	(2.1)	0.1	4.8%	(2.1)	0.1	4.8%
Impairment charges 1	(29.7)	–	–	( 7. 3 )	–	–
Net restructuring costs 2	(9.0)	0.1	1.1%	(13.4)	1.0	7.5%
Cloud-based ERP implementation costs 3	(1.3)	0.2	15.4%	(1.0)	0.2	20.0%
Costs associated with refinancing 4	–	–	–	(3.9)	–	–
Other specific items 5	0.6	(0.1)	16.7%	(1.2)	0.3	25.0%
Impact on operating profit	(41.5)	0.3	0.7%	(28.9)	1.6	5.5%
Non-underlying finance costs 6	(0.2)	–	–	(1.6)	–	–
Impact on loss before tax	(41.7)	0.3	0.7%	(30.5)	1.6	5.2%

1. Impairment charges in the current year comprise £20.7m impairment of goodwill and intangibles in the Miers CGU, £2.7m impairment of goodwill and intangibles

in the former UK Specialist Markets CGU and £6.3m impairment of right-of-use assets in the UK Interiors CGU. The charge in the prior year related to the impairment

of right-of-use assets in the UK Interiors CGU. See Note 11 for further details.

2. Net restructuring costs in the year comprise £2.8m (2024: £6.5m) redundancy and related staff costs and £6.2m (2024: £6.9m) other branch closure and impairment

costs. The latter includes £4.2m (2024: £2.9m) impairment of right-of-use assets and tangible fixed assets, of which £3.5m relates to a head office property which is no

longer being fully utilised by the Group, offset by £1.1m gain on lease terminations, all related to restructuring across the Group.

3. Cloud-based ERP implementation costs relate to costs incurred on strategic projects which are expensed as incurred rather than being capitalised as intangible assets.

4. Costs associated with refinancing in the prior year related to legal and professional fees incurred in connection with the refinancing of the Group’s debt arrangements.

5. Other specific items in the current year includes £0.3m credit following the finalisation of a property lease dispute provided for in the prior year, together with sublease

income relating to an investment property no longer in use by the Group and other small credits relating to amounts included in Other items in previous years. In the prior

year, other specific items comprised the estimated impact of a property lease dispute, including impairment of right-of-use and fixed assets of £0.7m, and costs relating

to the investment property no longer in use by the Group which has been sublet in the current year.

6. Non-underlying finance costs in the current year relates to the investment property noted above (2024: £0.2m). In the prior year, non-underlying finance costs also

included £1.4m write-off of arrangement fees in relation to the previous debt arrangements.

The total impact of the above amounts on the Consolidated cash flow statement is a cash outflow of £9.3m (2024: £17.1m),

including costs accrued in the prior year and paid in the current year.

Notes to the consolidated financial statements continued

for the year ended 31 December 2025

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140

3. Operating profit/(loss)

		2025	2024
	Note	£m	£m
Operating profit/(loss) is stated after charging/(crediting):
Cost of inventories recognised as an expense		1,952.3	1,959.0
Net increase/(decrease) in provision for inventories		0.7	(1.3)
Depreciation of property, plant and equipment	10	12.4	12.5
Depreciation of right-of-use assets	23	65.0	66.4
Amortisation of acquired intangibles	12	2.1	2.1
Amortisation of computer software	12	0.7	1.2
Gain on disposal of property		(3.5)	–
Gain on disposal of other plant and equipment		(0.8)	(1.0)
Impairment charges	10,11,12,23	33.9	11.0
Impairment losses on trade receivables		6.1	5.8
Expense relating to short-term leases	23	2.2	1.8
Foreign exchange rate gains		0.5	0.2

Auditor’s remuneration:

During the year the Group incurred the following costs for services provided by the Company’s Auditor:

	2025	2024
	£m	£m
Audit of the Company and Group financial statements	0.9	0.9
Audit of the Company’s subsidiaries	1.8	1.7
Total audit fees 1	2.7	2.6
Audit-related assurance services 2	0.2	0.4
Total non-audit fees	0.2	0.4
Total fees	2.9	3.0

1. The current year costs include £0.1m in relation to the 2024 audit (2024: £nil in relation to 2023).

2. The audit-related assurance services comprise £0.2m (2024: £0.2m) relating to the interim review. The prior year costs also included £0.2m relating to assurance

services in connection with the refinancing completed during the prior year. It is usual practice for a company’s Auditor to perform this work.

The Audit and Risk Committee report on page 76 provides an explanation of how Auditor objectivity and independence is

safeguarded when non-audit services are provided by the Auditor.

4. Staff costs

Particulars of employees (including Directors) are shown below:

		2025	2024
	Note	£m	£m
Employee costs during the year amounted to:
Wages and salaries		261.6	262.7
Social security costs		52.5	50.7
IFRS 2 share-based payment expense		2.9	4.1
Pension costs	28	6.9	7.7
Redundancy costs		1.2	1.8
Total staff costs		325.1	3 27. 0

In addition to the above, redundancy and related staff costs of £2.8m (2024: £6.5m) have been included within Other items

(Note 2), including £0.1m (2024: £nil) share-based payment expense.

Of the pension costs noted above, a charge of £0.4m (2024: £0.5m) relates to defined benefit schemes and a charge of £6.5m

(2024: £7.2m) relates to defined contribution schemes. See Note 28 for more details.

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Strategic report FinancialsGovernance

Notes to the consolidated financial statements continued

for the year ended 31 December 2025

4. Staff costs continued

The average monthly number of persons employed by the Group during the year was as follows:

	2025	2024
	Number	Number
Distribution and operations	3,219	3,306
Sales and marketing	2,663	2,889
Management and administration	738	756
Total	6,620	6,951

Directors’ emoluments

Details of the individual Directors’ emoluments are given in the Directors’ remuneration report on pages 100 and 101. The

employee costs shown above include the following emoluments in respect of Directors of the Company:

	2025	2024
	£m	£m
Directors’ remuneration (excluding IFRS 2 share-based payment expense but including social security costs)	2.2	2.4
Total	2.2	2.4

5. Finance income and finance costs

		2025			2024
	Underlying	Other items	Total	Underlying	Other items	Total
	£m	£m	£m	£m	£m	£m
Finance income
Interest on bank deposits and other	1.7	–	1.7	2.7	–	2.7
Total finance income	1.7	–	1.7	2.7	–	2.7
Finance costs
On bank loans, overdrafts and other associated items 1	2.8	–	2.8	3.5	–	3.5
On secured notes 2	26.6	–	26.6	15.9	–	15.9
On obligations under lease contracts 3	23.8	0.2	24.0	22.1	0.2	22.3
Total interest expense	53.2	0.2	53.4	41.5	0.2	41.7
Write-off of arrangement fees on extinguished debt 4	–	–	–	–	1.4	1.4
Net finance charge on defined benefit pension schemes	0.6	–	0.6	0.6	–	0.6
Total finance costs	53.8	0.2	54.0	42.1	1.6	43.7
Net finance costs	52 .1	0.2	52.3	39.4	1.6	41.0

1. Other associated items includes the amortisation of arrangement fees of £0.2m (2024: £0.2m).

2. Included within finance costs on the secured notes is the amortisation of arrangement fees of £0.5m (2024: £0.5m).

3. See Note 2 for further details of non-underlying finance costs.

4. As part of the refinancing of the debt arrangements in October 2024, £238.9m of the secured notes were extinguished and the RCF was amended and restated,

and therefore arrangement fees that were being amortised over the term of the previous facilities were written off.

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142

6. Income tax

The income tax expense comprises:

		2025	2024
		£m	£m
Current tax
UK & Ireland corporation tax:	charge for the year	0.3	0.5
	adjustments in respect of previous years	–	(0.1)
		0.3	0.4
Mainland Europe corporation tax:	charge for the year	3.0	3.7
	adjustments in respect of previous years	(0.6)	0.1
		2.4	3.8
Total current tax		2.7	4.2
Deferred tax
Origination and reversal of deductible temporary differences		(0.5)	(0.7)
Adjustments in respect of previous years		(0.1)	0.3
Effect of change in rate		0.3	–
Total deferred tax		(0.3)	(0.4)
Total income tax expense		2.4	3.8

As the Group’s profits and losses are earned across a number of tax jurisdictions an aggregated income tax reconciliation

is disclosed, reflecting the applicable rates for the countries in which the Group operates.

The total tax charge for the year differs from the expected tax using a weighted average tax rate which reflects the applicable

statutory corporation tax rates on the accounting profits/losses in the countries in which the Group operates. The differences

are explained in the following aggregated reconciliation of the income tax expense:

	2025		2024
	£m	%	£m	%
Loss before tax	(61.7)		(44.8)
Expected tax credit	(16.0)	25.9%	(11.8)	26.3%
Factors affecting the income tax expense for the year:
Expenses not deductible for tax purposes 1	3.5	(5.7)%	3.3	( 7.4)%
Non-taxable income	–	–	(0.4)	0.9%
Taxed at different rate	0.1	(0.2)%	0.4	(0.9)%
Impairment and disposal charges not deductible for tax purposes 2	4.1	(6.6)%	–	–
Deductible temporary differences not recognised for deferred tax purposes 3	11.0	(17.8)%	12.0	(26.7)%
Other adjustments in respect of previous years	(0.7)	1.1%	0.3	(0.7)%
Effect of change in rate on deferred tax 4	0.3	(0.5)%	–	–
Provisions in relation to uncertain tax positions	0.1	(0.2)%	–	–
Total income tax expense	2.4	(3.9)%	3.8	(8.5)%

1. The majority of the Group’s expenses that are not deductible for tax purposes are in relation to share-based payments, business entertainment, leasing of assets

and other disallowable expenditure in the current year.

2. During the year the Group incurred impairment charges of £16.4m (2024: £nil) in relation to goodwill and certain tangible fixed assets (as set out in Notes 10 and 11)

which are not deductible for tax purposes.

3. Deductible temporary differences not recognised for deferred tax purposes mainly relate to losses in the UK and Benelux and interest restricted under the UK corporate

interest restriction rules which are not recognised as deferred tax assets (see Note 22).

4. During the year, legislation was enacted in Germany providing for a phased reduction in the corporation tax rate from 15% to 10% between 2028 and 2032. The Group

has remeasured its deferred tax balances in Germany using the substantively enacted rates expected to apply when the underlying temporary differences reverse.

This remeasurement resulted in a £0.3m reduction in deferred tax assets.

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Strategic report FinancialsGovernance

Notes to the consolidated financial statements continued

for the year ended 31 December 2025

6. Income tax continued

The effective tax rate for the Group on the total loss before tax of £61.7m (2024: £44.8m) is negative 3.9% (2024: negative

8.5%). The tax impact of Other items is shown in Note 2. The tax charge for the year of £2.4m (2024: £3.8m) is related to

taxable profits made in the majority of the EU businesses. Tax losses in the UK and Benelux, which cannot be surrendered or

utilised cross border, are not currently recognised as deferred tax assets (Note 22), and this impacts the overall effective tax

rate. Due to a reduction in the profit before tax of the overseas operating companies and the ongoing losses in the UK, the

Group has generated an overall loss before tax, which alongside the positive tax charge in the overseas operating companies,

has resulted in the negative effective tax rate.

Factors that will affect the Group’s future total tax charge as a percentage of underlying profits are:

– the mix of profits and losses between the tax jurisdictions in which the Group operates;

– the impact of non-deductible expenditure and non-taxable income;

– agreement of open tax computations with the respective tax authorities; and

– the recognition or utilisation (with corresponding reduction in cash tax payments) of unrecognised deferred tax assets

(see Note 22).

Pillar Two legislation has been enacted or substantively enacted in certain jurisdictions in which the Group operates. The

legislation is effective for the Group from the financial year beginning 1 January 2024. The Group is in scope of the enacted or

substantively enacted legislation and based on an assessment of the rules, the Pillar Two effective tax rates in most of the

jurisdictions in which the Group operates are above 15%, or one of the other transitional safe harbour reliefs is available.

Management is not currently aware of any circumstances under which this might change and therefore the Group does not

expect additional liabilities to arise as a result of Pillar Two top-up taxes.

In addition to the amounts charged to the Consolidated income statement, the following amounts in relation to taxes have been

recognised in the Consolidated statement of comprehensive income:

	2025	2024
	£m	£m
Deferred tax movement associated with remeasurement of defined benefit pension liabilities 1	(0.2)	–
Exchange rate movements	0.4	(0.1)
Total	0.2	(0.1)

1. This item will not subsequently be reclassified to the Consolidated income statement.

7. Dividends

No interim dividend was paid for the year ended 31 December 2025 and no final dividend is proposed. No interim or final

dividend was proposed or paid for the year ended 31 December 2024. No dividends have been paid between 31 December 2025

and the date of signing the Financial statements.

At 31 December 2025 the Company has distributable reserves of £197.4m (2024: £266.1m) as set out in Note 12 of the

Company financial statements.

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144

8. Loss per share

The calculations of loss per share are based on the following (losses)/profits and numbers of shares:

	Basic and diluted
	2025	2024
	£m	£m
Loss attributable to ordinary equity holders of the parent for basic and diluted earnings per share	(64.1)	(48.6)
Add back:
Other items (Note 2)	41.4	28.9
Loss attributable to ordinary equity holders of the parent for basic and diluted earnings per share before Other items	(22.7)	(19.7)

	2025	2024
Weighted average number of shares	Number	Number
For basic loss per share	1,163,811,056	1,159,276,035
Effect of dilution from share options	–	–
Adjusted for the effect of dilution	1,163,811,056	1,159,276,035

Share options are considered antidilutive in the current and prior year as their conversion into ordinary shares would decrease

the loss per share. The calculation of diluted loss per share does not assume conversion, exercise, or other issue of potential

ordinary shares that would have an antidilutive effect on loss per share.

The weighted average number of shares excludes those held by the EBT which are not vested and beneficially owned by employees.

	2025	2024
Loss per share
Basic and diluted loss per share	(5.5)p	(4.2)p
Loss per share before Other items 1
Basic and diluted loss per share before Other items	(2.0)p	(1.7)p

1. Loss per share before Other items (also referred to as underlying loss per share) has been disclosed in order to present the underlying performance of the Group.

9. Share-based payments

The Group had three share-based payment schemes in existence during the year ended 31 December 2025 (2024: three).

The Group recognised a total charge of £3.0m (2024: £4.1m) in the year relating to share-based payment transactions with

a corresponding entry to the share option reserve. The weighted average fair value of each option granted in the year was

11p (2024: 30p). Details of each of the schemes are provided below.

a) Restricted Share Plan (“RSP”)

On 17 November 2020 the SIG plc Restricted Share Plan was approved. Under this Plan, Executive Directors and eligible

employees can be awarded an annual grant of restricted share awards up to a certain percentage of base salary. Restricted share

awards have no performance conditions other than the employee remaining in employment for the three year vesting period.

Restricted share awards

	2025	2024
At 1 January	34,724,746	28,532,792
Granted during the year	66,000,921	16,700,260
Exercised during the year	(8,655,641)	(8,728,665)
Lapsed	(16,208,605)	(1,779,641)
At 31 December	75,861,421	34,724,746

Of the above share options outstanding at the end of the year, nil (2024: nil) were exercisable at 31 December 2025. All options

granted during the current and prior year have no exercise price. The options outstanding at 31 December 2025 therefore

have a weighted average exercise price of £nil (2024: £nil) and the options outstanding have a weighted average remaining

contractual life of 1.3 years (2024: 1.4 years). In the year, 8,655,641 options were exercised (2024: 8,728,665).

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9. Share-based payments continued

The assumptions used in the Black-Scholes model in relation to the restricted share awards granted during the year are as follows:

	27 March	8 September	1 October
	2025	2025	2025
Share price (on date of official grant)	13p	13p	9p
Exercise price	–	–	–
Expected volatility	50.5%	46.2%	45.4%
Actual life	3 years	2 years	2 years
Risk free rate	4.3%	4.0%	4.0%
Dividend	0.0%	0.0%	0.0%
Expected percentage options to be exercised at date of grant	93%	100%	100%
Revised expectation of percentage of options to be exercised as at 31 December 2025	73%	100%	100%

The weighted average fair value of RSP awards granted during 2025 was 11p (2024: 30p). The expected volatility was determined

by calculating the historical volatility of the Group’s share price over the previous five years. The expected percentage of total options

exercised is based on the Directors’ best estimate for the effects of behavioural considerations.

b) Directors’ deferred shares

The following awards have been issued or accrued in relation to the Directors’ annual bonus plan, which is settled two-thirds

in cash and one-third in deferred shares. The shares are deferred for 3 years and are subject to continuous employment.

Deferred shares

	2025	2024
At 1 January	3,989,916	3,240,264
Granted during the year 1	953,990	695,792
Exercised during the year	(1,292,447)	(80,128)
Lapsed during the year	(604,312)	–
Adjustment relating to final number of awards issued in relation to the prior year bonus	(137,480)	133,988
At 31 December	2,909,667	3,989,916

1. Deferred shares have been accrued in relation to the Directors’ 2025 annual bonus plan, which will be settled two-thirds in cash and one-third in deferred shares. The

deferred shares will be issued in March 2026 following finalisation of the 2025 Group results and bonus payment and the final number issued will depend on the share

price at the date of issue. The fair value of these awards used in the calculation of the share-based payment charge and the assumptions used in the Black-Scholes

model in relation to these awards are the same as the March 2025 RSP awards above.

Of the above awards outstanding at the end of the year, nil are exercisable at 31 December 2025. The awards have a weighted

average exercise price of £nil and the options outstanding have a weighted average remaining contractual life of 1.1 years

(2024: 1.3 years).

c) Share Incentive Plan (“SIP”)

The SIP is offered to UK employees. The SIP is a HM Revenue & Customs approved scheme and operates by inviting

participants, including Executive Directors, to purchase shares in the Company in a tax efficient manner on a monthly basis.

The Company gives one matching share for each share purchased by the employee up to a maximum of £20 each month.

No performance criteria are attached to these matching shares, other than to avoid forfeiture the participants must remain

within the plan for a minimum of three years. 1,100,786 matching shares were granted during the year (2024: 494,684). Given

the nature of the scheme, the fair value of the matching shares equates to the cost of the Company acquiring these shares.

Notes to the consolidated financial statements continued

for the year ended 31 December 2025

SIG Annual Report and Accounts 2025

146

10. Property, plant and equipment

The movements in the year and the preceding year were as follows:

	Freehold land	Leasehold	Plant and
	and buildings	properties	machinery	Total
	£m	£m	£m	£m
Cost
At 1 January 2024	41.2	69.8	141.9	252.9
Additions	0.5	6.9	8.1	15.5
Transfer from right-of-use assets	–	–	0.2	0.2
Disposals	(0.3)	(1.9)	(18.1)	(20.3)
Reclassifications	0.2	–	(0.3)	(0.1)
Exchange differences	(1.7)	(1.0)	(3.2)	(5.9)
At 31 December 2024	39.9	73.8	128.6	242.3
Additions	0.2	7. 2	8.3	15.7
Transfer from right-of-use assets	–	–	0.3	0.3
Disposals	(2.6)	(1.5)	(11.0)	(15.1)
Exchange differences	2.0	1.2	4.0	7. 2
At 31 December 2025	39.5	80.7	130.2	250.4
Accumulated depreciation and impairment
At 1 January 2024	22.2	51.2	114.1	187. 5
Charge for the year	0.7	3.7	8.1	12.5
Impairment charges	–	0.1	1.1	1.2
Disposals	(0.2)	(1.9)	(17.4)	(19.5)
Reclassifications	–	(0.1)	–	(0.1)
Exchange differences	(1.0)	(0.7)	(2.5)	(4.2)
At 31 December 2024	21.7	52.3	103.4	177.4
Charge for the year	0.6	4.3	7.5	12.4
Impairment charges	–	0.5	–	0.5
Disposals	(1.8)	(1.3)	(9.7)	(12.8)
Exchange differences	1.2	0.9	3.1	5.2
At 31 December 2025	21.7	56.7	104.3	182.7
Net book value
At 31 December 2025	17. 8	24.0	25.9	67.7
At 31 December 2024	18.2	21.5	25.2	64.9

Leasehold properties includes leasehold improvements. Also included is a property held under a lease which is classified as

an investment property as it is no longer being occupied for use by the Group. The Group has chosen to account for investment

property using the cost model. £0.2m (2024: £nil) has been recognised in rental income (within Other items) during the year.

The property is being depreciated on a straight-line basis over the term of the lease (25 years). The property had a cost of

£4.2m, accumulated depreciation of £0.3m and impairment of £2.8m on transfer to investment property at the end of 2018.

Subsequent impairments have been recognised and the fair value of the investment property at 31 December 2025 is estimated

to be £nil (2024: £nil) based on future expected rental returns. No independent third-party valuation has been carried out.

Included within additions during the year are assets in the course of construction of £1.7m (2024: £3.2m).

The impairment charge in the current year relates to a head office property which is no longer being fully occupied by the

Group. Property, plant and equipment balances are also included in the impairment review carried out as discussed in Note 11.

The impairment charge in the prior year related to branches closed as part of restructuring projects across the Group.

Climate-related matters

The Group monitors the latest legislation in relation to climate-related matters. At the current time no legislation has been passed

that will have a significant impact on the useful economic life of the Group’s tangible fixed assets and the Group has not identified

any principal risks relating to climate change that are considered to have a significant impact on tangible fixed assets.

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Strategic report FinancialsGovernance

Notes to the consolidated financial statements continued

for the year ended 31 December 2025

11. Goodwill

	£m
Cost
At 1 January 2024	450.2
Exchange differences	(9.2)
At 31 December 2024	441.0
Exchange differences	10.4
At 31 December 2025	451.4
Accumulated impairment losses
At 1 January 2024	319.0
Exchange differences	( 7. 0)
At 31 December 2024	312.0
Impairment charges	15.9
Exchange differences	7.9
At 31 December 2025	335.8
Net book value
At 31 December 2025	115.6
At 31 December 2024	129.0

Goodwill acquired in a business combination is allocated at the date of acquisition to the CGUs that are expected to benefit

from that business combination. The Group currently has 11 CGUs (2024: 11). There has been one change in CGUs during the

year. Following the change in reporting structure and operating segments in the UK, as disclosed in the Accounting policies,

UK Specialist Markets is no longer a separate operating segment and the UK Specialist Markets CGU is no longer relevant.

One of the businesses previously included with UK Specialist Markets (Performance Technology Group) is now considered

a separate CGU, with the other remaining business combined into UK Interiors. UK Interiors, Performance Technology Group,

Ireland and Benelux are CGUs of the Group but do not have any associated goodwill so are not shown in the table below.

All CGUs have been assessed for impairment due to indicators of impairment arising from current trading performance.

Summary analysis

The carrying value of goodwill in respect of all CGUs is set out below. These are fully supported by value in use calculations

as explained below.

	2025	2024
	£m	£m
UK Roofing	57.4	57.4
UK Specialist Markets	–	2.1
Miers Construction Products	–	13.8
Building Solutions	11.0	11.0
France Roofing	36.0	3 4.1
France Interiors	5.4	5.1
Germany	4.6	4.3
Poland	1.2	1.2
Total goodwill	115.6	129.0

Impairment review process

The Group tests goodwill and the associated intangible assets and other non-current assets of CGUs annually for impairment,

or more frequently if there are indications that an impairment may be required.

The recoverable amounts of all CGUs, with the exception of UK Interiors and Benelux, are determined from value in use

calculations. The key assumptions for these calculations are those regarding discount rates, sales growth, gross margin and

operating profit growth rates. These assumptions have been revised in the year in light of the current economic environment

and recent trading performance. Discount rates represent the current market assessment of the risks specific to each CGU,

taking into consideration the time value of money and individual risks of the underlying assets that have not been incorporated

in the cash flow estimates. The discount rate calculation is based on the specific circumstances of the Group and its operating

segments and is derived from its weighted average cost of capital (“WACC”), including the cost of lease debt in accordance

with IFRS 16, with adjustments made to factor in the amount and timing of future tax flows in order to reflect a pre-tax discount

rate. In respect of the other assumptions, external data and management’s best estimates are applied as described below.

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Value in use is determined by forecasting cash flows based upon management’s three year projections, which include forecast

sales growth based on external data (construction PMI data and construction market growth forecasts) and management’s

best estimates of market development and growth from current commercial and strategic initiatives, and gross margin

assumptions based on management’s best estimates and previous experience. Annual growth rates based upon country

specific inflation expectations (2.0% to 2.7%) are applied thereafter and into perpetuity. The key assumptions used for each

CGU are shown in the table below in the Sensitivity analysis section.

Where value in use indicated an impairment, in the case of the UK Interiors and Benelux CGUs, the recoverable amount of

individual classes of assets has been determined on a fair value less costs of disposal basis. There is no goodwill in relation

to these CGUs. The key assumption used in the determination of fair value less costs of disposal is the fair value of the

right-of-use assets. For property right-of-use assets this has been determined based on third-party external valuations of a

number of properties, considering the market rental value that could be obtained from subleasing the properties, subject to

landlord consent, and taking into account current market conditions together with the location and condition of the properties.

For fleet right-of-use assets, this has been determined based on the estimated recoverable value that could be obtained from

returning the vehicles early, taking into account the estimated early termination penalty compared to the future rentals

remaining. For UK Interiors there are certain lease contracts for HGV trucks where there is no right under the terms of the

contract to terminate the agreement before the end of the lease term and there is no right to sublet the vehicles, and these

vehicles are therefore deemed to have no determinable recoverable value under current contractual terms. An impairment

charge is therefore recognised in relation to these. The fair value measurement is therefore predominantly categorised within

Level 2 of the fair value hierarchy, as it is based on observable inputs for the property and fleet portfolio.

Climate-related matters

The Group monitors climate-related risks and opportunities, as described in the Principal risks and uncertainties and

Environmental, social and governance (“ESG”) sections of the Strategic report and has considered the potential impact

of climate change on the impairment review. At the current time, no legislation has been passed that will impact the key

assumptions used in the value in use calculations. The impact on revenue in terms of opportunities from continuing to expand

the Group’s product offering in energy-saving products and initiatives such as developing partnerships with suppliers to

encourage uptake of low carbon products and working with large customers such as housebuilders to support them in their

sustainability ambitions is factored into sales forecasts in the short and medium term if applicable and the impact is known as

part of bottom up forecasting procedures. The impact of transitioning the Group’s fleet to lower carbon fuel alternatives as and

when leases expire and fleet technologies evolve is also included in the forecasts where relevant, but there are no overriding

changes to key assumptions built into the forecasts at the current time. There is not considered to be a significant risk of

climate change causing a significant downturn in cash flows across the Group and therefore no specific sensitivities relating

to climate change are considered necessary over and above the sensitivities already performed below.

2025 impairment review results

An impairment review was carried out at 30 June 2025 in relation to the Miers CGU as a result of a reduction in forecast future

cash flows and continued challenging market conditions, resulting in an impairment of £15.8m being recognised, allocated

against goodwill (£13.8m) and intangible assets (£2.0m), as included in the interim results to 30 June 2025. The impairment

review has been updated at 31 December 2025 to reflect management’s latest forecasts and current economic conditions.

The results of this review indicated that the carrying value of the remaining intangible assets of £4.9m was impaired, and

an impairment charge of this amount is also included within Other items. The recoverable amount of the Miers CGU at

31 December 2025 is £17.7m. Following the change in UK CGUs as noted above, an impairment charge of £2.7m has also

been recognised in relation to the remaining goodwill and intangible assets of the former UK Specialist Markets CGU, as these

assets are no longer considered to have a recoverable value now that the business to which they relate is included within the

UK Interiors CGU.

During the year, an impairment of £6.3m has also been recognised against fleet right-of-use assets in the UK Interiors CGU,

as there is no determinable recoverable value of these assets, consistent with the impairment recognised at 31 December 2024.

As noted above, the recoverable amount of the UK Interiors CGU is assessed based on the fair value less costs of disposal

on an asset class basis, and given that there is no right of sublet or early settlement in accordance with the contractual terms

of certain lease contracts for HGV trucks there is no determinable recoverable value and the trucks acquired under these

contracts during the year have been impaired to £nil. As a result, an impairment charge of £6.3m has been recognised against

right-of-use assets in the UK Interiors operating segment as at 31 December 2025 and the charge has been included within

Other items in the Consolidated income statement. Further impairment may be incurred in future periods against vehicles

acquired under similar contractual terms, until such time as the value in use calculation of the CGU as a whole exceeds the

carrying value of the assets.

The carrying value of all other CGUs remains supportable.

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Strategic report FinancialsGovernance

Notes to the consolidated financial statements continued

for the year ended 31 December 2025

11. Goodwill continued

Sensitivity analysis

A number of sensitivities have been performed on the Group’s CGUs to highlight the changes in market conditions that would

lead to the value in use equalling the carrying value. The table below sets out the amount that each assumption would have to

change by, all other assumptions remaining the same, for the carrying value of goodwill, intangible assets and property, plant

and equipment to equal recoverable amount for each CGU. UK Interiors and Benelux are not included below as they do not

have any goodwill and recoverable amount is based on fair value less costs of disposal rather than value in use. The Ireland

and Performance Technology Group CGUs do not have any goodwill and are therefore also not included in the analysis below.

The Miers CGU has been impaired to recoverable amount based on the assumptions applied, therefore any change in the key

assumptions would cause further impairment of the carrying value of non-current assets for this CGU. Separate analysis is

provided below of the key assumptions applied in the calculation of recoverable amount and the additional impairment that

could arise from a reasonably possible change in assumptions.

An assumption of 2.0% to 2.7% long-term operating profit growth has been used in the value in use calculations. As this

assumption would need to be negative for each CGU for carrying value to equal recoverable amount, this is not disclosed

as a key assumption and sensitivity in the table below, consistent with the prior year.

			Average revenue growth (%)		Pre-tax discount rate (%)	Gross margin (%)
			Change		Change		Change
			required for		required for		required for
			carrying value		carrying value		carrying value
		Assumption	to equal	Assumption	to equal	Assumption	to equal
		used in value in	recoverable	used in value in	recoverable	used in value in	recoverable
2025	Headroom 1	use calculation 2	amount 3	use calculation	amount	use calculation	amount 3
UK Roofing	£84.8m	8.2%	(9.3)%	13.2%	6.6%	27.3%	(2 .1)%
Building Solutions	£26.0m	11. 5%	(13.3)%	12.9%	11. 5%	26.7%	(3.1)%
France Interiors	£42.5m	3.9%	(8.5)%	13.8%	31.2%	27.7%	(2 .1)%
France Roofing	£37.4m	5.5%	(4.5)%	12.9%	3.7%	23.4%	(0.9)%
Germany	£86.8m	7.3%	(8.7)%	13.1%	11.4%	28.0%	(1.9)%
Poland	£59.0m	5.9%	(18.4)%	15.3%	17.1%	20.2%	(2.7)%

1. Compared to carrying value of goodwill, intangible assets, property, plant and equipment and right-of-use assets.

2. Average growth per annum over each of the three years.

3. The change required is the % reduction required in each of the three years.

The changes required represent the absolute change required to the assumption % used in the value in use calculation.

Of the above sensitivities for 2025, management considers the % change in revenue and gross margin for the France Roofing and

Germany CGUs, and the % change in revenue for the Building Solutions CGU, to be reasonably possible scenarios, given current

uncertainties regarding market demand and the forecast revenue growth included in the forecasts. The other % changes in

assumptions shown above are not considered to be reasonably possible scenarios, but this additional voluntary information

over and above that required by IAS 36 has been included in order to provide a full picture of the level of headroom and

sensitivity to changes in assumptions for each CGU. For the Miers CGU, recoverable amount was based on average revenue

growth per annum over the three years of 7.1%, gross margin of 24.4%, pre-tax discount rate of 13.1% and longer-term growth

rate of 2.0%. As the CGU has been impaired to recoverable amount, any change in assumption may lead to further impairment.

For example, a further 2% reduction in revenue in each year would lead to further impairment of c£2m.

The forecasts used in the 2025 impairment review take into account management’s best estimate of future cash flows,

reflecting the trading levels experienced during the year, current economic conditions and best estimates of inflation and

demand.

The Board has actively reviewed the forecasts associated with the CGUs noting the assumptions used, the sensitivity analysis

performed and the ability of the businesses to adapt to challenging economic environments in which they operate, and is

satisfied that no further impairments are necessary at 31 December 2025.

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150

2024 impairment review results and sensitivity analysis

The results of the impairment review carried out at 31 December 2024 indicated that an impairment of £7.3m was required

against the fleet right-of-use assets in the UK Interiors CGU. As noted above, the recoverable amount of the UK Interiors CGU

was assessed based on the fair value less costs of disposal on an asset class basis, and given that there was no right of sublet

or early settlement in accordance with the contractual terms of certain lease contracts for HGV trucks there was no

determinable recoverable value and these were impaired to £nil. As a result, an impairment charge of £7.3m was recognised

against right-of-use assets in the UK Interiors operating segment as at 31 December 2024 and the charge was included within

Other items in the Consolidated income statement.

A number of sensitivities were performed on the Group’s CGUs to highlight the changes in market conditions that would have

led to the value in use equalling the carrying value. The table below sets out the amount that each assumption would have had

to change by, all other assumptions remaining the same, for the carrying value of goodwill, intangible assets and property, plant

and equipment to equal recoverable amount for each CGU. UK Interiors and Benelux are not included below as they do not

have any goodwill and recoverable amount is based on fair value less costs of disposal rather than value in use. Ireland does

not have any goodwill and is therefore also not included in the analysis below.

			Average revenue growth (%)		Pre-tax discount rate (%)	Gross margin (%)
			Change		Change		Change
			required for		required for		required for
			carrying value		carrying value		carrying value
		Assumption	to equal	Assumption	to equal	Assumption	to equal
		used in value in	recoverable	used in value in	recoverable	used in value in	recoverable
2024	Headroom 1	use calculation 2	amount 3	use calculation	amount	use calculation	amount 3
UK Roofing	£81.5m	7.1%	(9.4)%	13.7%	7.3%	27.8%	(2.2)%
UK Specialist Markets	£42.7m	12.5%	(13.0)%	13.8%	18.9%	28.7%	(3.2)%
Miers Construction Products	£7.1m	8.5%	(4.9)%	13.6%	2.1%	25.9%	(1.1)%
Building Solutions	£20.1m	10.8%	(11.7)%	13.1%	7.7%	25.9%	(2.6)%
France Interiors	£69.0m	4.4%	(15.0)%	13.8%	41.7%	28.0%	(3.8)%
France Roofing	£30.8m	2.9%	(4.2)%	13.6%	3.4%	24.1%	(0.8)%
Germany	£82.5m	6.4%	(9.2)%	13.4%	12.6%	28.3%	(2.0)%
Poland	£48.9m	8.1%	(16.6)%	15.3%	15.4%	20.2%	(2.3)%

1. Compared to carrying value of goodwill, intangible assets, property, plant and equipment and right-of-use assets.

2. Average growth per annum over each of the three years.

3. The change required is the % reduction required in each of the three years.

The changes required represent the absolute change required to the assumption % used in the value in use calculation.

Of the above sensitivities for 2024, management considered the % change in revenue and gross margin for the Miers and

France Roofing CGUs, and the % change in revenue for the UK Specialist Markets and Building Solutions CGUs, to be

reasonably possible scenarios, given uncertainties regarding market demand and the forecast revenue growth included in

the forecasts. The other % changes in assumptions shown above were not considered to be reasonably possible scenarios,

but this additional voluntary information over and above that required by IAS 36 was included in order to provide a full picture

of the level of headroom and sensitivity to changes in assumptions for each CGU.

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Notes to the consolidated financial statements continued

for the year ended 31 December 2025

12. Intangible assets

The intangible assets presented below relate to acquired intangibles that arise as a result of applying IFRS 3 “Business

Combinations” (which requires the separate recognition of acquired intangibles from goodwill) and computer software

which is recognised separately from associated hardware.

	Customer	Non-compete	Computer
	relationships	clauses	software	Other	Total
	£m	£m	£m	£m	£m
Cost
At 1 January 2024	225.1	11.7	29.8	–	266.6
Additions	–	–	0.6	–	0.6
Disposals	–	(11.7)	(11.1)	–	(22.8)
Exchange differences	(0.1)	–	(0.4)	–	(0.5)
At 31 December 2024	225.0	–	18.9	–	243.9
Additions	–	–	0.1	0.2	0.3
Disposals	–	–	(6.1)	–	(6.1)
Reclassifications	–	–	(0.2)	0.2	–
Exchange differences	0.1	–	0.5	–	0.6
At 31 December 2025	225.1	–	13.2	0.4	238.7
Amortisation
At 1 January 2024	212.3	11.7	27. 3	–	251.3
Charge for the year	2.1	–	1.2	–	3.3
Disposals	–	(11.7)	(11.1)	–	(22.8)
Exchange differences	–	–	(0.4)	–	(0.4)
At 31 December 2024	214.4	–	17. 0	–	231.4
Charge for the year	2.1	–	0.7	–	2.8
Impairment charge	7.5	–	–	–	7.5
Disposals	–	–	(5.9)	–	(5.9)
Exchange differences	–	–	0.5	–	0.5
At 31 December 2025	224.0	–	12.3	–	236.3
Net book value
At 31 December 2025	1.1	–	0.9	0.4	2.4
At 31 December 2024	10.6	–	1.9	–	12.5

Amortisation of acquired intangibles is included in the Consolidated income statement as part of operating expenses and is

classified within Other items. The impairment charge in the year relates to the impairment of the Miers and former Specialist

Markets CGUs (see Note 11) and is also included in the Consolidated income statement as part of operating expenses and

classified within Other items.

Other intangibles comprises product testing and certification costs, which were included within software in the prior year

as they were not considered material enough to show separately. The average amortisation period for each category of

intangible asset is disclosed in the Accounting policies. Non-compete clauses have been fully amortised for a number of years.

The cost and accumulated amortisation is no longer considered meaningful and the amounts were therefore shown as a

disposal in the prior year.

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152

13. Acquisitions

The Group has not made any business acquisitions during the current or prior year. Certain amounts of deferred and

contingent consideration in relation to previous acquisitions were paid during the prior year or remained payable at

31 December 2025, and a reconciliation of the movement in each of these balances during the current and prior year

is shown below.

Deferred consideration

	2025	2024
	£m	£m
Liability at 1 January	–	1.8
Amounts paid relating to previous acquisitions (included within cash flow from investing activities)	–	(1.8)
Liability at 31 December	–	–

Contingent consideration

	2025	2024
	£m	£m
Liability at 1 January	0.5	3.1
Amounts paid relating to previous acquisitions (included within cash flow from investing activities)	–	(2.6)
Liability at 31 December	0.5	0.5
Included in current liabilities (within accruals and other payables)	0.5	0.5
Total	0.5	0.5

Consideration dependent on vendors remaining within the business

Amounts which may be paid to vendors of recent acquisitions who are employed by the Group and are contingent upon

the vendors remaining within the business are, as required by IFRS 3 “Business Combinations”, treated as remuneration and

charged to the Consolidated income statement as earned. A reconciliation of the movement in amounts accrued is as follows:

	2025	2024
	£m	£m
Liability at 1 January	–	4.0
Amounts paid (included within cash flow from operating activities)	–	(4.0)
Liability at 31 December	–	–

14. Inventories

	2025	2024
	£m	£m
Raw materials and consumables	5.7	8.1
Work in progress	1.3	0.9
Finished goods and goods for resale	250.0	244.8
Total	257.0	253.8

The estimated replacement cost of inventories is not materially different from the balance sheet value stated above.

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Strategic report FinancialsGovernance

Notes to the consolidated financial statements continued

for the year ended 31 December 2025

15. Trade and other receivables

		2025	2024
	Note	£m	£m
Trade receivables		265.1	271.0
VAT		3.7	3.3
Other receivables		5.1	7.0
Prepayments and accrued income		86.0	89.5
Trade and other receivables		359.9	370.8
Lease receivables	23	0.3	0.3
Current tax assets		1.5	2.3
Total current receivables		361.7	373.4

Included within prepayments and accrued income is £64.8m (2024: £71.7m) due in relation to supplier rebates where there

is no right to offset against trade payable balances. The remainder of the balance relates to prepayments.

Trade receivables are non-interest bearing and are generally on terms which range from 8 to 60 days from end of month.

Trade receivables are stated net of allowance for estimated credit losses and provisions for sales credit notes and customer

rebates. An allowance has been made for estimated credit losses from trade receivables of £19.5m at 31 December 2025

(2024: £18.4m).

Movement in the allowance for expected credit losses

	2025	2024
	£m	£m
At 1 January	(18.4)	(20.0)
Utilised	5.5	5.1
Unused amounts released to the Consolidated income statement	3.2	3.9
Charged to the Consolidated income statement	(9.1)	( 7.9)
Exchange differences	(0.7)	0.5
At 31 December	(19.5)	(18.4)

The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss

allowance for all trade receivables and contract assets.

The expected loss rates have been assessed by each operating segment and are based on the payment profiles of sales over

a period prior to 31 December 2025, the availability of credit insurance and the historical credit losses experienced within this

period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors

affecting the ability of the customers to settle the receivables and any change in the credit quality of the trade receivable from

the date credit was initially granted up to the reporting date. In calculating expected credit losses, a loss is either a debt written

off or overdue by more than 12 to 24 months depending on the business and/or expected likelihood of recovery. Debts are

generally written off following official notice of insolvency, conclusion of legal proceedings or when there is no reasonable

expectation of recovery. Expected credit loss provisions have been adjusted where relevant to take account of experience

during the year and forward looking information.

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154

The total impairment loss relating to trade receivables recognised in the Consolidated income statement is £6.1m (2024: £5.8m).

At 31 December 2025

			Days past due
	< 30 days	30-60 days	61-90 days	> 91 days	Total
	£m	£m	£m	£m	£m
Expected credit loss rate	1.6%	7. 2%	23.1%	67.4%
Total gross carrying amount	263.7	27.6	6.5	17.5	315.3
Expected credit loss	4.2	2.0	1.5	11.8	19.5

At 31 December 2024

			Days past due
	< 30 days	30-60 days	61-90 days	> 91 days	Total
	£m	£m	£m	£m	£m
Expected credit loss rate	1.4%	7. 5%	20.0%	55.2%
Total gross carrying amount	265.0	26.7	5.0	21.0	317.7
Expected credit loss	3.8	2.0	1.0	11.6	18.4

The Directors consider that the carrying amount of trade and other receivables approximates to their fair value.

Included within trade receivables is a managed pool of customer balances of £51.6m (2024: £50.0m) pledged as security in

relation to the asset backed funding arrangement implemented in relation to the UK defined benefit pension plan. See Note 28

for further details.

Transfer of trade receivables

Consistent with previous years, the Group sold without recourse trade receivables to banks and other financial institutions for

cash proceeds. These trade receivables of £30.7m (2024: £32.3m) have been derecognised from the Consolidated balance

sheet, because the Group has transferred the risks and rewards.

Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group.

Trade receivable credit exposure is controlled by counterparty limits that are set, reviewed and approved by operational

management on a regular basis.

Trade receivables consist of a large number of typically small to medium sized customers, spread across a number of different

market sectors and geographical areas. Ongoing credit evaluation is performed on the financial condition of accounts

receivable and to determine whether the credit risk has increased since initial recognition. Where appropriate, credit guarantee

insurance cover is purchased.

The Group does not have any significant credit risk exposure to any single customer, with no single customer representing

more than 1% of the Group’s revenue.

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Strategic report FinancialsGovernance

Notes to the consolidated financial statements continued

for the year ended 31 December 2025

16. Current liabilities

		2025	2024
	Note	£m	£m
Trade payables		268.4	254.7
VAT		7.0	8.6
Social security and payroll taxes		13.3	13.4
Accruals and other payables		82.2	81.9
Trade and other payables		370.9	358.6
Lease liabilities	23	69.1	64.9
Interest-bearing loans and borrowings	17	16.5	5.2
Derivative financial instruments		0.2	1.3
Current tax liabilities		0.1	1.7
Provisions	21	5.1	7.6
Current liabilities		461.9	439.3

Trade payables is presented net of £38.2m (2024: £37.4m) due from suppliers in respect of supplier rebates where the Group

has the right to net settlement. Trade payables, accruals and other payables principally comprise amounts outstanding for trade

purchases and ongoing costs.

One of the Group’s subsidiaries in France has a supplier finance arrangement in place that is offered to some of its suppliers,

up to a maximum of €4.5m. Participation in the arrangement is at the suppliers’ discretion and helps suppliers obtain affordable

credit. Suppliers that choose to take advantage of the supplier finance arrangement receive early payment on invoices sent by

the subsidiary to the external finance provider, for which the supplier pays a fee to the external finance provider. The subsidiary

settles the original invoice amount by paying the finance provider in line with the original invoice payment terms. Another

subsidiary in France has provided a guarantee to the finance provider in relation to amounts paid by the finance provider and

not yet settled by the subsidiary. Trade payables subject to the supplier finance arrangement are included in trade payables

above. The carrying amount of trade payables that are part of the supplier finance arrangement at 31 December 2025 is £3.6m

(2024: £2.7m). Of this amount, suppliers have already received payment from the finance provider of £1.3m (2024: £2.2m).

Payment due dates for both the trade payable amounts that are part of the supplier finance arrangement and other trade

payables of the relevant subsidiary range from 15 to 74 days from the balance sheet date. There were no significant non-

cash changes in the carrying amount of the trade payables included in the supplier finance arrangement.

Of the above balances, the lease liability contracts are secured on the underlying assets and the remaining balances are

unsecured.

The Directors consider that the carrying amount of current liabilities approximates to their fair value.

17. Interest-bearing loans and borrowings

		2025	2024
	Note	£m	£m
Current interest-bearing loans and borrowings
Lease liabilities	23	69.1	64.9
Bank loan		0.5	0.8
Accrued interest on secured notes		4.3	4.4
Secured notes		11.7	–
Total current interest-bearing loans and borrowings		85.6	70.1
Non-current interest-bearing loans and borrowings
Lease liabilities	23	25 6.1	258.7
Bank loan		–	0.5
Secured notes		259.7	256.4
Total non-current interest-bearing loans and borrowings		515.8	515.6
Total interest-bearing loans and borrowings		601.4	585.7

SIG Annual Report and Accounts 2025

156

Secured notes

In October 2024, the Group completed a refinancing of its debt arrangements. The previous €300m secured notes (fixed

coupon 5.25% due November 2026) were tendered, at par, with €286.5m repaid, leaving €13.5m outstanding, and €300m

new secured notes were issued with a fixed coupon of 9.75%, due October 2029. The notes are guaranteed by certain

subsidiaries of the Group and are secured by a first priority floating charge over the assets of the Company and the relevant

UK subsidiaries and by a security interest over the shares, material bank accounts and intercompany receivables of the non-UK

guarantor subsidiaries. The notes are recognised at amortised cost, net of arrangement fees, of which £2.1m is unamortised

at 31 December 2025 (2024: £2.7m). The notes are subject to incurrence based covenants only.

The contractual repayment profile of the secured notes is shown below:

	2025		2024
		Fixed interest		Fixed interest
		rate		rate
	£m	%	£m	%
Gross amount repayable in 2026	–	–	11. 2	5.25%
Gross amount repayable in 2029	261.8	9.75%	247. 9	9.75%
Unamortised fees	(2.1)		(2.7)
Secured notes due after more than one year	259.7		256.4
Gross amount repayable in 2026	11.7	5.25%	–	–
Accrued interest repayable within one year	4.3		4.4
Total secured notes	275.7		260.8

Bank loan

The bank loan was acquired during 2022 as part of the Miers business acquisition. The loan is repayable in equal monthly

instalments until June 2026, incurs interest at 2.25% above base rate and is secured by way of a fixed and floating charge

over certain assets of the Miers business.

Committed facilities

The Group also has undrawn committed borrowing facilities at 31 December 2025 as follows:

	2025	2024
	£m	£m
Revolving credit facility expiring April 2029	90.0	90.0
Total	90.0	90.0

The RCF facility of £90m was amended and restated as part of the refinancing in the prior year and is committed until April 2029.

The RCF is undrawn at 31 December 2025. The RCF has a leverage maintenance covenant which is only effective if the facility

is over 40% drawn at a quarter end reporting date.

The fair value of borrowings is disclosed in Note 18.

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157

Strategic report FinancialsGovernance

Notes to the consolidated financial statements continued

for the year ended 31 December 2025

18. Financial assets, liabilities, financial risk management and derivatives

The Group’s principal financial liabilities, other than derivatives, comprise loans and borrowings, lease liabilities and trade and

other payables. The main purpose of these financial liabilities is to finance the Group’s operations. The Group’s principal

financial assets include trade receivables and cash and cash equivalents that derive directly from its operations.

a) Financial assets

The Group holds the following financial assets:

		2025	2024
	Note	£m	£m
Financial assets at amortised cost:
Trade receivables	15	265.1	271.0
Cash at bank and on hand		81.3	87.4
Financial asset at fair value through OCI:
Unquoted equity investment		0.2	0.2
Derivative financial instruments designated as hedging instruments	18d	0.2	0.2
Total		346.8	358.8

The interest received on cash deposits is at variable rates of interest of up to 4.79% (2024: 5.26%). Of the cash at bank and

on hand of £81.3m, £nil (2024: £0.6m) is required to be held to cover bank guarantees issued to third parties and is therefore

restricted for use by the Group.

The Directors consider that the fair values of cash at bank and on hand and trade receivables approximate to their carrying

value, largely due to the short-term maturities of these instruments. The fair value is not significantly different to the carrying

amount.

The Group’s credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks

with high credit ratings assigned by international credit rating agencies. Information about the Group’s exposure to credit risk

in relation to trade receivables is given in Note 15.

Of the above cash at bank on hand, £9.0m (2024: £8.1m) is denominated in sterling, £64.6m (2024: £70.7m) in euros, £6.3m

(2024: £7.7m) in Polish zloty, and £1.4m (2024: £0.8m) in other currencies.

The financial asset at fair value through OCI is an investment in equity shares of a non-listed company. The Group holds

a non-controlling interest of 17% in the company. The investment is designated at fair value through OCI as it is considered

strategic in nature.

b) Financial liabilities

The Group holds the following financial liabilities:

		2025	2024
	Note	£m	£m
Financial liabilities at amortised cost:
Trade and other payables 1	16	350.6	336.6
Interest-bearing loans and borrowings	17	276.2	262.1
Lease liabilities	23	325.2	323.6
Derivative financial instruments designated as hedging instruments	18d	0.2	1.4
Total		952.2	923.7

1. Excluding non-financial liabilities.

The Directors consider that the fair values of trade and other payables are approximate to their carrying value due to their

short-term nature. The fair value of borrowings and other financial liabilities is considered below.

SIG Annual Report and Accounts 2025

158

2025 interest rate and currency profile

The interest rate and currency profile of the Group’s financial liabilities at 31 December 2025, excluding prepayment of

arrangement fees of £2.1m is as follows:

						Weighted
						average time
					Effective fixed	for which rate	Amount	Amount
		Total	Floating rate	Fixed rate	interest rate	is fixed	secured	unsecured
	Currency	£m	£m	£m	%	Years	£m	£m
Lease contracts	Sterling	161.6	–	161.6	1.7%-12.7%	7.8	161.6	–
Bank loan	Sterling	0.5	0.5	–	n/a	n/a	0.5	–
Secured notes	Euro	11.7	–	11.7	5.25%	0.9	11.7	–
Secured notes	Euro	266.1	–	266.1	9.75%	3.9	266.1	–
Lease contracts	Euro	146.8	–	146.8	0.7%-15.4%	5.1	146.8	–
Lease contracts	Polish zloty	16.8	5.5	11.3	3. 2%-17.9%	5.7	16.8	–
Total		603.5	6.0	597.5			603.5	–

All of the above lease contracts are secured on the underlying assets.

The Directors consider the fair value of the Group’s floating rate financial liabilities to be materially approximate to the book

value shown in the table above. The fair value of the Group’s secured notes at 31 December 2025 is assessed at £258.2m

(2024: £261.3m) based on quoted market prices and is classified as a Level 1 fair value measurement for disclosure purposes.

The remaining fixed rate debt amounts to £319.7m (2024: £317.3m) and relates to lease contracts. The Directors consider the

fair value of this remaining fixed rate debt to be materially approximate to the book values shown above.

2024 interest rate and currency profile

The interest rate and currency profile of the Group’s financial liabilities at 31 December 2024, excluding prepayment of

arrangement fees of £2.7m was as follows:

						Weighted
						average time
					Effective fixed	for which rate	Amount	Amount
		Total	Floating rate	Fixed rate	interest rate	is fixed	secured	unsecured
	Currency	£m	£m	£m	%	Years	£m	£m
Lease contracts	Sterling	160.1	–	16 0.1	1.7%-12.7%	8.3	16 0.1	–
Bank loan	Sterling	1.3	1.3	–	n/a	n/a	1.3	–
Secured notes	Euro	11.2	–	11.2	5.25%	1.9	11.2	–
Secured notes	Euro	252.3	–	252.3	9.75%	4.9	252.3	–
Lease contracts	Euro	147. 3	–	147. 3	0.7%-15.4%	5.5	147. 3	–
Lease contracts	Polish zloty	16.2	6.3	9.9	2.1%-17. 9%	6.4	16.2	–
Total		588.4	7.6	580.8			588.4	–

All of the above lease contracts are secured on the underlying assets.

In both 2025 and 2024, the interest rate on floating rate financial liabilities is based upon appropriate local market rates.

c) Financial risk management

The Group’s finance and treasury policies set out the Group’s approach to managing treasury risk. The objectives of the

Group’s financial risk management policies are to ensure sufficient liquidity to meet the Group’s operational and strategic

needs and the management of financial risk at optimal cost.

The Group is exposed to credit risk, liquidity risk, interest rate risk and foreign currency risk. The Group Board oversees the

management of these risks. The Board manages the risks through implementation of the Group treasury policy, supported

by the Group Tax and Treasury Committee, which monitors and reviews the activities of the Group treasury function to ensure

they are performed in accordance with the policy and reports to the Group Board on a regular basis. It is Group policy that

no trading in financial instruments or speculative transactions be undertaken.

SIG Annual Report and Accounts 2025

159

Strategic report FinancialsGovernance

Notes to the consolidated financial statements continued

for the year ended 31 December 2025

18. Financial assets, liabilities, financial risk management and derivatives continued

Liquidity risk

Liquidity risk is the risk that the Group is unable to meet its financial obligations as they fall due. In order to minimise this risk,

the Group seeks to balance certainty of funding and a flexible, cost-effective borrowing structure. The key sources of finance

are note holders, being professional institutional investors, and a revolving credit facility with principal banks. The Group also

maintains significant cash balances which are more than sufficient to meet the requirements of the working capital cycle taking

into account the seasonality of the business.

To manage liquidity risk the Group prepares and reviews rolling cash flow forecasts on a fortnightly basis, while actual cash

and debt positions, together with available facilities and headroom, are prepared and reviewed daily and monitored by Group

management. In addition, full annual three-year forecasts are prepared including cash flow and headroom forecasts. The Group

is in a strong liquidity position and at 31 December 2025 held cash of £81.3m (2024: £87.4m), and had £90m (2024: £90m)

additional headroom from the RCF that matures in April 2029. The RCF is subject to a leverage maintenance covenant, set

at 5.5x from 31 March 2026 and 5.0x from 31 March 2027, which is effective if the facility is over 40% (i.e. £36m) drawn at

a quarter end reporting date.

Foreign currency risk

The Group has a number of overseas businesses whose revenues and costs are denominated in the currencies of the

countries in which they operate. 57% of the Group’s 2025 continuing revenues (2024: 58%) were in foreign currencies, being

primarily euros and Polish zloty. The Group faces a translation risk in respect of changes to the exchange rates between the

reporting currencies of these operations and sterling and has decided not to hedge the income statement translational risk

arising from these income streams.

The Consolidated balance sheet of the Group is inherently exposed to movements in the sterling value of its net investments

in foreign businesses. For currencies where the Group has significant exposure, the Group seeks to hold financial liabilities

and derivatives in the same currency to partially hedge the net investment values.

The Group uses foreign exchange forward contracts to manage the exposures arising from cross currency transactions

(Note 18d ii).

Overseas earnings streams are translated at the average rate of exchange for the year whilst balance sheets are translated

using closing rates. The table below sets out the principal exchange rates used:

		Average rate			Closing rate
	2025	2024	Movement (%)	2025	2024	Movement (%)
Euro	1.168	1.184	(1.4)%	1.146	1.210	(5.3)%
Polish zloty	4.944	5.096	(3.0)%	4.834	5.176	(6.6)%

Commodity risk

The nature of the Group’s operations creates an ongoing demand for fuel and therefore the Group is exposed to movements

in market fuel prices. The Group currently has no commodity derivative contracts in place.

Credit risk

Credit risk is covered in Note 15.

Counterparty credit risk

The Group holds significant investment assets, being principally cash deposits and derivative assets. Strict policies are in place

in order to minimise counterparty credit risk associated with these assets. A list of approved deposit counterparties is maintained

and counterparty credit limits, based on published credit ratings, are in place. These limits, and the position against these

limits, are reviewed and reported on a regular basis.

Interest rate risk

The Group has exposure to movements in interest rates on its outstanding debt, financial derivatives and cash balances.

To reduce this risk the Group monitors its mix of fixed and floating rate debt and, if required, transacts derivative financial

instruments to manage this mix where appropriate. SIG has a policy of aiming to fix at least 50% of its average net debt

over the medium term. The percentage of gross debt at fixed rates of interest at 31 December 2025 is 99.0% (2024: 98.8%).

The percentage of available gross debt at fixed rates of interest at 31 December 2025 (including the undrawn RCF) is 86.2%

(2024: 85.6%).

SIG Annual Report and Accounts 2025

160

d) Hedging activities and derivatives

The Group is exposed to foreign currency and interest rate risks relating to its ongoing business operations. In order to manage

the Group’s exposure to exchange rate changes, the Group utilises currency derivative financial instruments. The fair values of

these derivative financial instruments are calculated by discounting the associated future cash flows to net present values using

appropriate market rates prevailing at the balance sheet date.

The Group does not trade in derivative financial instruments for speculative purposes. Where derivatives meet the hedge

accounting criteria under the rules of IFRS 9, movements in the fair values of these derivative financial instruments are

recognised in the Consolidated statement of comprehensive income. Where the criteria for hedge accounting are not met,

movements are accounted for at fair value through profit or loss. Financial instruments are presented as current assets or

liabilities to the extent they are expected to be settled within 12 months after the end of the reporting period.

The Group is required to analyse financial instruments that are measured subsequent to initial recognition at fair value, grouped

into Levels 1 to 3 based on the degree to which the fair value is observable:

– Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets

or liabilities.

– Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are

observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

– Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability

that are not based on observable market data (unobservable inputs).

All of the financial instruments below are categorised as Level 2.

i) Net investment hedges

The Group has investments in euro denominated subsidiaries. At 31 December 2025 the Group held €313.5m (2024: €313.5m)

of direct euro denominated debt through its secured notes. This borrowing is being used to hedge the Group’s exposure to the

euro foreign exchange risk on investments in euro denominated subsidiaries. Gains or losses on retranslation of the borrowing

are transferred to OCI to offset any gains or losses on translation of the net investments in the subsidiaries.

There is an economic relationship between the hedged item and the hedging instruments as the net investment in euro

denominated assets creates a translation risk that will match the foreign exchange risk on the euro denominated debt.

The Group has established a hedge ratio of 1:1 as the underlying risk of the hedging instrument is identical to the hedged risk

component. Hedge ineffectiveness will arise when the amount of the investment in euro denominated subsidiaries becomes

lower than the amount of the euro denominated debt.

The impact of the hedging instruments on the Consolidated balance sheet is as follows:

		Carrying		Change in fair value
	Notional	amount		used for measuring
	amount	(liability)	Line item in the Consolidated	ineffectiveness for the period
	€m	£m	balance sheet	£m
At 31 December 2025
Foreign currency			Interest-bearing loans
denominated borrowing	313.5	273.5	and borrowings	(14.5)
At 31 December 2024
Foreign currency			Interest-bearing loans
denominated borrowing	313.5	259.1	and borrowings	12.3

The impact of the hedged item on the Consolidated balance sheet is as follows:

		31 December 2025			31 December 2024
	Change in fair			Change in fair
	value used for			value used for
	measuring	Foreign currency	Cost of hedging	measuring	Foreign currency	Cost of hedging
	ineffectiveness	translation reserve	reserve	ineffectiveness	translation reserve	reserve
	£m	£m	£m	£m	£m	£m
Net investment in foreign subsidiaries	(14.5)	(14.5)	–	12.3	12.3	–

The hedging gain recognised in Other comprehensive income is equal to the change in fair value used for measuring

effectiveness. There is no ineffectiveness recognised in profit or loss.

SIG Annual Report and Accounts 2025

161

Strategic report FinancialsGovernance

Notes to the consolidated financial statements continued

for the year ended 31 December 2025

18. Financial assets, liabilities, financial risk management and derivatives continued

ii) Cash flow hedges

With regard to cash flow hedges, the effective portion of the gain or loss on the hedging instrument is recognised in equity

and is subsequently removed and included in the Consolidated income statement within finance costs in the same period

that the hedged item affects the Consolidated income statement.

Foreign currency risk

The Group uses foreign exchange forward contracts to manage the exposures arising from cross currency transactions.

At 31 December 2025 the Group held a number of short-term forward contracts designated as hedging instruments in cash

flow hedges of forecast purchases in US dollars and euros. The forecast transactions are highly probable. Foreign exchange

forward contract balances vary with the level of expected foreign currency transactions and changes in foreign exchange

forward rates.

Included within derivative financial instruments is £nil liability (2024: £1.2m liability) relating to forward foreign exchange contracts.

The Group is holding the following foreign exchange forward contracts:

	Notional	Notional	Notional
	amount	amount	amount		Average	Average
	$m	€m	£m	Maturity	hedged rate	forward rate
At 31 December 2025	10.3	26.8	31.2	2026 & 2027	n/a	0.82
At 31 December 2024	12.4	75.4	73.8	2025 & 2026	n/a	0.82

The impact of the hedging instruments on the Consolidated balance sheet is as follows:

			Change in fair
			value used for
	Carrying		measuring
	amount		ineffectiveness
	(liability)	Line item in the Consolidated	for the period
	£m	balance sheet	£m
At 31 December 2025
Foreign exchange forward contracts	–	Derivative financial instruments	–
At 31 December 2024
Foreign exchange forward contracts	(1.2)	Derivative financial instruments	(1.1)

The impact of the hedged item on the Consolidated balance sheet is as follows:

	At 31 December 2025			At 31 December 2024
	Change in fair			Change in fair
	value used for	Cash flow	Cost of	value used for	Hedging and	Cost of
	measuring	hedging	hedging	measuring	translation	hedging
	ineffectiveness	reserve	reserve	ineffectiveness	reserve	reserve
	£m	£m	£m	£m	£m	£m
Foreign exchange forward contracts	–	–	–	(1.1)	(1.1)	–

The effect of the cash flow hedges on the Consolidated income statement and Consolidated statement of other comprehensive

income is as follows:

	Total hedging			Amount
	gain/(loss)	Ineffectiveness		reclassified
	recognised in	recognised in	Line item in the	from OCI to	Line item in the
	OCI	profit or loss	Consolidated income	profit or loss	Consolidated income
	£m	£m	statement	£m	statement
At 31 December 2025
Foreign exchange forward contracts	–	–	Finance costs	1.2	Operating expenses
At 31 December 2024
Foreign exchange forward contracts	(1.1)	–	Finance costs	1.0	Operating expenses

SIG Annual Report and Accounts 2025

162

Derivatives not designated as hedging instruments

The Group held no foreign exchange forward contracts at 31 December 2025 or 2024 which are not designated as cash

flow hedges to manage some of its transaction exposures and are entered into for periods consistent with foreign currency

exposure of the underlying transactions, generally within one month.

iii) Impact of hedging on equity

Set out below is the reconciliation of each component of equity and the analysis of other comprehensive income:

					Foreign currency
	Retained profits/(losses)			Cash flow hedging reserve	translation reserve		Cost of hedging reserve
	2025	2024	2025	2024	2025	2024	2025	2024
	£m	£m	£m	£m	£m	£m	£m	£m
At 1 January	(31.2)	17.6	(1.1)	(1.0)	1.8	4.8	0.1	0.1
Effective portion of changes in fair value
arising from:
Foreign exchange
forward contracts	–	–	–	(1.1)	–	–	–	–
Amount reclassified to profit or loss	–	–	1.2	1.0	–	–	–	–
Foreign currency
revaluation of foreign
currency denominated
borrowing	–	–	–	–	(14.5)	12.3	–	–
Foreign currency
revaluation of net
foreign operations	–	–	–	–	16.7	(15.3)	–	–
Other movements not associated with hedging	(6 4.1)	(48.8)	–	–	–	–	–	–
At 31 December	(95.3)	(31.2)	0.1	(1.1)	4.0	1.8	0.1	0.1

The following table reconciles the net losses on derivative financial instruments recognised directly in the Consolidated income

statement, to the movements in derivative financial instruments noted above.

	2025	2024
	£m	£m
Losses on derivative financial instruments recognised directly in the Consolidated income statement	–	–
Amounts reclassified from OCI to profit and loss on cash flow hedges	(1.2)	(1.0)
Total net losses on derivative financial instruments included in the Consolidated
income statement	(1.2)	(1.0)

19. Maturity of financial assets and liabilities

Maturity of financial liabilities

The maturity profile of the Group’s financial liabilities (inclusive of derivative financial assets) is as follows:

	2025	2024
	£m	£m
In one year or less	85.6	71.3
In more than one year but not more than two years	60.9	65.8
In more than two years but not more than five years	390.4	3 67.0
In more than five years	64.5	82.8
Total	601.4	586.9

The table excludes trade and other payables of £350.6m (2024: £336.6m).

SIG Annual Report and Accounts 2025

163

Strategic report FinancialsGovernance

Notes to the consolidated financial statements continued

for the year ended 31 December 2025

19. Maturity of financial assets and liabilities continued

Contractual maturity analysis of the Group’s financial liabilities, derivative financial instruments,

other financial assets, deferred consideration and cash and cash equivalents

IFRS 7 requires disclosure of the maturity of the Group’s remaining contractual financial liabilities. The tables below have been

drawn up based on the undiscounted contractual maturities of the Group’s financial assets and liabilities including interest that

will accrue to those assets and liabilities except where the Group is entitled and intends to repay the liability before its maturity.

Both the inclusion of future interest and the values disclosed being undiscounted results in the total position being different to

that included in the Consolidated balance sheet.

					Maturity analysis
		Balance sheet
		value	< 1 year	1-2 years	2-5 years	> 5 years	Total
2025	Analysis	£m	£m	£m	£m	£m	£m
Current liabilities
Trade and other payables		350.6	350.6	–	–	–	350.6
Lease liabilities		69.1	89.7	–	–	–	89.7
Interest-bearing loans		0.5	0.5	–	–	–	0.5
Secured notes (including accrued interest)		16.0	16.6	–	–	–	16.6
Derivative financial instruments		0.2	0.2	–	–	–	0.2
Total		436.4	4 57.6	–	–	–	457.6
Non-current liabilities
Lease liabilities		256.1	–	77.1	149.9	87. 5	314.5
Secured notes		259.7	21.3	25.5	312.8	–	359.6
Total		515.8	21.3	102.6	462.7	87.5	674.1
Total liabilities		952.2	478.9	102.6	462.7	87.5	1,131.7
Other Derivative financial instrument assets		(0.2)	(0.2)	–	–	–	(0.2)
Unquoted equity investment		(0.2)	–	–	–	–	–
Cash and cash equivalents		(81.3)	(81.3)	–	–	–	(81.3)
Trade and other receivables		(359.9)	(359.9)	–	–	–	(359.9)
Total		(441.6)	(441.4)	–	–	–	(441.4)
Grand total		510.6	37. 5	102.6	462.7	87.5	690.3

The table above includes derivative financial assets with a fair value at 31 December 2025 of £0.2m and derivative financial

liabilities of £0.2m that will be settled gross, the final exchange on these derivatives will be total receipts of €26.8m and $10.3m

with corresponding payments totalling £31.2m.

The following financial assets and liabilities are subject to offsetting, enforceable master netting arrangements:

At 31 December 2025

	Gross amounts	Amounts
	of recognised	available to
	financial	offset through
	assets/	netting
	(liabilities)	agreements	Net amount
	£m	£m	£m
Derivative financial assets	0.2	–	0.2
Derivative financial liabilities	(0.2)	–	(0.2)
Total	–	–	–

SIG Annual Report and Accounts 2025

164

					Maturity analysis
		Balance sheet
		value	< 1 year	1-2 years	2-5 years	> 5 years	Total
2024	Analysis	£m	£m	£m	£m	£m	£m
Current liabilities
Trade and other payables		336.6	336.6	–	–	–	336.6
Lease liabilities		64.9	74.3	–	–	–	74.3
Interest-bearing loans		5.2	5.3	–	–	–	5.3
Derivative financial instruments		1.3	1.3	–	–	–	1.3
Total		408.0	417.5	–	–	–	417. 5
Non-current liabilities
Lease liabilities		258.7	–	63.8	133.3	100.3	2 97.4
Interest-bearing loans		0.5	–	0.5	–	–	0.5
Secured notes		256.4	22.8	35.9	320.5	–	379.2
Derivative financial instruments		0.1	–	0.1	–	–	0.1
Total		515.7	22.8	100.3	453.8	100.3	677.2
Total liabilities		923.7	440.3	100.3	453.8	100.3	1,094.7
Other Derivative financial instrument assets		(0.2)	(0.1)	(0.1)	–	–	(0.2)
Unquoted equity investment		(0.2)	–	–	–	–	–
Cash and cash equivalents		(87.4)	(87.4)	–	–	–	( 87. 4)
Trade and other receivables		(370.8)	(370.8)	–	–	–	(370.8)
Total		(458.6)	(458.3)	(0.1)	–	–	(458.4)
Grand total		465.1	(18.0)	100.2	453.8	100.3	636.3

The table above includes derivative financial assets with a fair value at 31 December 2024 of £0.2m and derivative financial

liabilities of £1.4m that will be settled gross, the final exchange on these derivatives will be total receipts of €75.4m and $12.4m

with corresponding payments totalling £73.8m.

The following financial assets and liabilities are subject to offsetting, enforceable master netting arrangements:

At 31 December 2024

	Gross amounts	Amounts
	of recognised	available to
	financial	offset through
	assets/	netting
	(liabilities)	agreements	Net amount
	£m	£m	£m
Derivative financial assets	0.2	–	0.2
Derivative financial liabilities	(1.4)	–	(1.4)
Total	(1.2)	–	(1.2)

SIG Annual Report and Accounts 2025

165

Strategic report FinancialsGovernance

Notes to the consolidated financial statements continued

for the year ended 31 December 2025

20. Sensitivity analysis

IFRS 7 requires the disclosure of a sensitivity analysis that details the effects on the Group’s profit or loss and other equity

of reasonably possible fluctuations in market rates.

This sensitivity analysis has been prepared to illustrate the effect of the following hypothetical variations in market rates

on the fair value of the Group’s financial assets and liabilities:

i) a 1% (100 basis points) increase or decrease in market interest rates; and

ii) a 10% strengthening or weakening of sterling against all other currencies to which the Group is exposed.

a) Interest rate sensitivity

The Group is currently exposed to sterling, euro and Polish zloty interest rates. In order to illustrate the Group’s sensitivity

to interest rate fluctuations, the following table shows the Group’s sensitivity to a 100 basis point change in each respective

interest rate. The sensitivity analysis of the Group’s exposure to interest rate risk at the reporting date has been determined

based on the change taking place at the beginning of the financial year and held constant throughout the reporting period.

A positive number indicates an increase in profit or loss and other equity.

GBP

EUR

PLN

Total

+100bp

-100bp

+10

0bp

-100bp

+10

0bp

-100bp

+10

0bp

-100bp

2025 analysis

£m

Profit or loss

0.1

(0.1)

(i)

–

(ii)

(0.1)

0.1

(iii)

–

Total shareholders’ equity

0.1

(0.1)

–

(0.1)

0.1

–

GBP

EUR

PLN

Total

+100bp

-100bp

+10

0bp

-100bp

+10

0bp

-100bp

+10

0bp

-100bp

2024 analysis

£m

Profit or loss

0.1

(0.1)

(i)

0.2

(0.2)

(ii)

–

(iii)

0.3

(0.3)

Total shareholders’ equity

0.1

(0.1)

0.2

(0.2)

–

0.3

(0.3)

The movements noted above are mainly attributable to:

(i) floating rate sterling debt and cash deposits

(ii) floating rate euro debt and cash deposits

(iii) floating rate Polish zloty debt and cash deposits

SIG Annual Report and Accounts 2025

166

b) Foreign currency sensitivity

The Group is exposed to currency rate changes between sterling and euros, US dollars and Polish zloty.

The following table shows the Group’s sensitivity to a 10% change in sterling against each respective foreign currency to

which the Group is exposed, indicating the likely impact of changes in foreign exchange rates on the Group’s financial position.

The sensitivity analysis of the Group’s exposure to foreign currency risk at the reporting date has been determined based on

the change taking place at the beginning of the financial year and held constant throughout the reporting period. A positive

number indicates an increase in profit or loss and other equity.

		EUR			USD			PLN		Total
	+10%	-10%		+10%	-10%		+10%	-10%		+10%	-10%
2025 analysis	£m	£m		£m	£m		£m	£m		£m	£m
Assets and liabilities under the scope of IFRS 7
Profit or loss	2.4	(3.0)	(i)	–	–		–	–		2.4	(3.0)
Other equity	15.1	(18.5)	(ii)	(0.7)	0.9	(ii)	(2.5)	3.1	(ii)	11.9	(14.5)
Total shareholders’ equity	17.5	(21.5)		(0.7)	0.9		(2.5)	3.1		14.3	(17.5)
Total assets and liabilities 1
Profit or loss	2.2	(2.7)	(iii)	–	–	(v)	(0.1)	0.2	(vi)	2 .1	(2.5)
Other equity	2.4	(2.9)	(iv)	(0.7)	0.9	(iv)	(3.4)	4.2	(iv)	(1.7)	2.2
Total shareholders’ equity	4.6	(5.6)		(0.7)	0.9		(3.5)	4.4		0.4	(0.3)

		EUR			USD			PLN		Total
	+10%	-10%		+10%	-10%		+10%	-10%		+10%	-10%
2024 analysis	£m	£m		£m	£m		£m	£m		£m	£m
Assets and liabilities under the scope of IFRS 7
Profit or loss	1.5	(1.8)	(i)	–	–		–	–		1.5	(1.8)
Other equity	8.9	(10.8)	(ii)	(0.9)	1.1	(ii)	(2.2)	2.7	(ii)	5.8	(7.0 )
Total shareholders’ equity	10.4	(12.6)		(0.9)	1.1		(2.2)	2.7		7. 3	(8.8)
Total assets and liabilities 1
Profit or loss	1.7	(2.1)	(iii)	–	–	(v)	(0.2)	0.2	(vi)	1.5	(1.9)
Other equity	(3.3)	4.1	(iv)	(0.9)	1.1	(iv)	(3.2)	3.9	(iv)	( 7.4)	9.1
Total shareholders’ equity	(1.6)	2.0		(0.9)	1.1		(3.4)	4.1		(5.9)	7. 2

1. Certain assets and liabilities such as inventories, non-current assets and provisions do not come under the scope of IFRS 7. Therefore, in order to present a complete

analysis of the Group’s exposure to movements in foreign currency exchange rates, the exposure on the Group’s total assets and liabilities has also been disclosed.

The movements noted above are mainly attributable to:

(i) retranslation of euro interest flows

(ii) mark-to-market valuation changes in the fair value of effective net investment hedges and retranslation of assets and

liabilities under the scope of IFRS 7

(iii) retranslation of euro profit streams and transaction exposure relating to purchases in euros

(iv) retranslation of foreign currency denominated assets and liabilities outside the scope of IFRS 7 and mark-to-market

valuation changes in the fair value of effective net investment hedges

(v) transaction exposure relating to purchases in US dollars

(vi) retranslation of Polish zloty profit streams

SIG Annual Report and Accounts 2025

167

Strategic report FinancialsGovernance

Notes to the consolidated financial statements continued

for the year ended 31 December 2025

21. Provisions

	Onerous	Leasehold	Other
	leases	dilapidations	amounts	Total
	£m	£m	£m	£m
At 1 January 2024	0.6	25.9	3.5	30.0
Unused amounts reversed in the period	–	(1.4)	(0.6)	(2.0)
Utilised	(0.7)	(2.6)	(1.8)	(5.1)
New provisions	0.5	2.9	2.4	5.8
Exchange differences	–	0.2	0.1	0.3
At 31 December 2025	0.4	25.0	3.6	29.0

	2025	2024
	£m	£m
Included in current liabilities	5.1	7.6
Included in non-current liabilities	23.9	22.4
Total	29.0	30.0

Onerous leases

In accordance with IFRS 16, the future rental payments due over the remaining term of existing lease contracts is included in the

lease liability, with the right-of-use asset impaired to reflect the future cost not covered through sublease income. The remaining

onerous lease provision relates to other non-rental costs due over the remaining lease term based on expected value of costs

to be incurred and assumptions regarding subletting. The balance at 31 December 2025 is payable over the relevant lease

terms, the longest unexpired term being 18 years to 2043.

Leasehold dilapidations

This provision relates to contractual obligations to reinstate leasehold properties to their original state of repair. The provision is

calculated based on both the estimated liability to rectify or reinstate leasehold improvements and modifications carried out on

the inception of the lease (recognised on inception with corresponding fixed asset) and the liability to rectify general wear and

tear which is recognised as incurred over the life of the lease. The costs will be incurred both at the end of the leases as set out

in Note 23 (reinstatement) and during the lease term (wear and tear).

Other amounts

Other amounts relate principally to claims and warranty provisions based on expected value and past experience and provisions

for restructuring costs based on expected value but where the amount and timing are uncertain. The transfer of economic

benefit is expected to be made between one and four years’ time.

22. Deferred tax

The net deferred tax asset at the end of the year is analysed as follows:

	2025	2024
	£m	£m
Deferred tax assets	5.1	4.6
Net deferred tax asset	5.1	4.6

SIG Annual Report and Accounts 2025

168

Summary of deferred tax

The different components of deferred tax assets and liabilities recognised by the Group and the movements during the current

and prior year are analysed below:

		Property,	Short-term	Retirement
	Goodwill and	plant and	timing	benefit
	intangibles	equipment	differences	obligations	Losses	Inventory	Other	Total
	£m	£m	£m	£m	£m	£m	£m	£m
At 1 January 2024	(3.3)	2.5	3.9	1.5	–	–	(0.2)	4.4
Credit/(charge) to income	0.7	0.5	(0.7)	0.1	–	(0.2)	–	0.4
Reclassifications	(0.2)	0.4	(1.2)	–	–	0.8	0.2	–
Exchange differences	–	–	(0.1)	(0.1)	–	–	–	(0.2)
At 31 December 2024	(2.8)	3.4	1.9	1.5	–	0.6	–	4.6
Credit/(charge) to income	2.7	(2.8)	(0.4)	–	1.1	(0.3)	–	0.3
Charge to equity	–	–	–	(0.2)	–	–	–	(0.2)
Exchange differences	–	0.1	0.1	0.1	–	0.1	–	0.4
At 31 December 2025	(0.1)	0.7	1.6	1.4	1.1	0.4	–	5.1

Given current and forecast trading the Directors consider that recognition of the deferred tax assets above is appropriate.

The majority of the deferred tax asset associated with the retirement benefit obligations is in respect of the French and

German defined benefit schemes. Payments against the deficit will be deductible for tax purposes on a paid basis and

the Group expects to receive the tax benefit, therefore the associated deferred tax asset has been recognised.

A deferred tax asset of £3.3m has been recognised in Germany on current year trading losses and other deductible temporary

differences. The recognition of a deferred tax asset is supported by management’s assessment that it is probable that sufficient

future taxable profits will be available against which the losses and deductible temporary differences can be utilised. The

assessment is based on the business’s medium-term plan, which demonstrates a return to profitability in the near term, and the

historical performance of the German business, including its track record of returning to profitability following cyclical downturns.

The Group has cumulative tax losses and other deductible temporary differences of £451.0m (2024: £407.8m) in the UK and

£34.0m (2024: £29.3m) in Benelux for which no deferred asset is currently recognised as it is not considered probable that

sufficient future taxable profits will be available to allow the utilisation of the deductible temporary differences. For the UK,

although the trading businesses in aggregate have generated positive underlying operating profit in the current year, the UK

tax group remains in a taxable loss position due to the head office costs and interest on the secured notes and there is not

considered to be sufficient convincing evidence that future taxable profits will be available at 31 December 2025. If the Group

were to recognise all unrecognised deferred tax assets, profit and equity would have increased by £121.5m. The deductible

temporary differences are available indefinitely.

At the balance sheet date (and at 31 December 2024), there are no aggregate temporary differences associated with

investments in subsidiaries for which deferred tax liabilities have not been recognised.

The Group has considered the impact of climate-related matters on future taxable profits when assessing the recoverability

of deferred tax assets. At present, the impact of climate-related matters is not considered significant to forecast results

and therefore no specific assumptions relating to climate change are currently built into the forecasts.

SIG Annual Report and Accounts 2025

169

Strategic report FinancialsGovernance

Notes to the consolidated financial statements continued

for the year ended 31 December 2025

23. Leases

The Group as a lessee

The Group has lease contracts for various properties, vehicles and other equipment used in its operations. Information

on the nature and accounting for lease contracts is provided in the Accounting policies.

Set out below are the carrying amounts of right-of-use assets recognised and the movements during the period:

		Vehicles, plant
	Properties	and equipment	Total
	£m	£m	£m
At 1 January 2024	201.0	62.1	263.1
Additions	29.1	25.4	54.5
Disposals	(0.8)	(0.7)	(1.5)
Modifications	16.0	1.4	17.4
Transfer to tangible fixed assets	–	(0.2)	(0.2)
Impairments	(2.5)	(7. 3)	(9.8)
Depreciation expense	(42.8)	(23.6)	(66.4)
Exchange differences	(4.9)	(1.9)	(6.8)
At 31 December 2024	195.1	55.2	250.3
Additions	12.6	31.3	43.9
Disposals	(0.5)	(0.3)	(0.8)
Modifications	20.3	1.4	21.7
Transfer to tangible fixed assets	–	(0.3)	(0.3)
Impairments	(3.7)	(6.3)	(10.0)
Depreciation expense	(43.8)	(21.2)	(65.0)
Exchange differences	5.9	2.5	8.4
At 31 December 2025	185.9	62.3	248.2

The impairment of properties relates to sites closed or vacated as part of restructuring activities during the year and is included

within Other items (see Note 2). The impairment of vehicles, plant and equipment relates to fleet right-of-use assets in the UK

Interiors CGU, as discussed in Note 11, and is also included within Other items (Note 2).

Set out below are the carrying amounts of lease liabilities and the movements during the year:

	2025	2024
	£m	£m
At 1 January	323.6	329.8
Additions	43.8	53.9
Disposals	(2.4)	(1.5)
Modifications	21.4	17.4
Accretion of interest	24.0	22.3
Payments	(94.4)	(90.9)
Foreign currency movement	9.2	( 7.4)
At 31 December	325.2	323.6
Current	69.1	64.9
Non-current	256.1	258.7
	325.2	323.6

SIG Annual Report and Accounts 2025

170

The following are the amounts recognised in profit or loss:

	2025	2024
	£m	£m
Depreciation expense of right-of-use assets	65.0	66.4
Interest expense on lease liabilities	24.0	22.3
Expense relating to short-term leases (included in operating expenses)	2.2	1.8
Impairment of right-of-use assets (included in Other items)	10.0	9.8
Total amount recognised in profit or loss	101.2	100.3

The Group had total cash outflows for leases of £94.4m in 2025 (2024: £90.9m). The Group also had non-cash additions to

right-of-use assets and lease liabilities of £43.8m in 2025 (2024: £53.9m). The future cash outflows relating to leases that have

not yet commenced are disclosed in Note 29(b).

The Group has a number of lease contracts that include extension and termination options. These options are negotiated

by management to provide flexibility in managing the lease-asset portfolio and align with the Group’s business needs.

Set out below are the undiscounted potential future rental payments relating to periods following the expiry date of extension

and termination options that are not included in the lease term.

	Within	More than
	five years	five years	Total
	£m	£m	£m
Extension options expected not to be exercised	7.8	3.8	11.6
Termination options expected to be exercised	10.7	18.9	29.6
	18.5	22.7	41.2

The Group as a lessor

The Group is an intermediate lessor of a number of property leases which are subleased to a third party and are classified

as finance leases in accordance with IFRS 16. The Group has lease receivables of £1.9m at 31 December 2025 (2024: £2.2m).

These leases have remaining terms of 6 years. Rental payments received by the Group during the year were £0.4m (2024:

£1.2m).

Future lease payments receivable from subleases classified as finance leases are as follows:

	2025	2024
	£m	£m
Within one year	0.3	0.3
After one year but not more than five years	1.6	1.6
More than five years	0.2	0.7
	2.1	2.6
Less: future finance charges	(0.2)	(0.4)
Lease receivables	1.9	2.2

Of the total lease receivables, £0.3m (2024: £0.3m) is due within one year and £1.6m (2024: £1.9m) is due after more than

one year.

Future minimum rentals receivable under non-cancellable operating leases are as follows:

	2025	2024
	£m	£m
Within one year	0.5	0.4
After one year but not more than five years	1.3	1.7
	1.8	2.1

SIG Annual Report and Accounts 2025

171

Strategic report FinancialsGovernance

Notes to the consolidated financial statements continued

for the year ended 31 December 2025

24. Called up share capital

	2025	2024
	£m	£m
Authorised:
1,390,000,000 ordinary shares of 10p each (2024: 1,390,000,000)	139.0	139.0
Allotted, called up and fully paid:
1,181,556,977 ordinary shares of 10p each (2024: 1,181,556,977)	118.2	118. 2

The Company has one class of ordinary share which carries no right to fixed income. The Company did not allot any shares

during the year.

Treasury shares

Treasury shares relate to shares purchased by the EBT to satisfy awards made under the Group’s share plans which are

not vested and beneficially owned by employees. 15,120,568 (2024: 3,001,375) shares were purchased during the year at

a weighted average cost of 10.9p per share (2024: 28.7p) and 9,948,089 shares were issued relating to the settlement of

share awards (2024: 8,808,795). A total of 25,786,559 own shares are outstanding at 31 December 2025 (2024: 20,614,080).

25. Reconciliation of loss before tax to cash generated from operating activities

		2025	2024
	Note	£m	£m
Loss before tax		(61.7)	(44.8)
Net finance costs	5	52.3	41.0
Depreciation of property, plant and equipment	10	12.4	12.5
Depreciation of right-of-use assets	23	65.0	66.4
Amortisation of computer software	12	0.7	1.2
Amortisation of acquired intangibles	12	2.1	2.1
Impairment of property, plant and equipment	10	0.5	1.2
Impairment of goodwill	11	15.9	–
Impairment of acquired intangibles	12	7.5	–
Impairment of right-of-use assets	23	10.0	9.8
Gain on lease transactions		(1.7)	–
Gain on disposal of property, plant and equipment		(4.3)	(1.0)
Share-based payment expense		3.0	4.1
Net foreign exchange differences		(0.5)	(0.2)
Decrease in provisions		(4.0)	(1.2)
Working capital movements:
– Decrease/(increase) in inventories		5.0	(1.5)
– Decrease in receivables		20.3	10.1
– Increase/(decrease) in payables		1.0	(16.2)
Cash generated from operating activities		123.5	83.5

Included within the cash generated from operating activities is a defined benefit pension scheme employer’s contribution

of £2.5m (2024: £2.5m).

SIG Annual Report and Accounts 2025

172

26. Reconciliation of net cash flow to movements in net debt

	2025	2024
	£m	£m
Decrease in cash and cash equivalents in the year	(12.8)	(39.7)
Net cash outflow from repayment of leases and other debt 1	121.0	95.3
Decrease in net debt resulting from cash flows	108.2	55.6
Non-cash movement in lease liabilities and lease receivables	(86.7)	(92.0)
Other non-cash items 2	(25.4)	(17.5)
Exchange differences	(17.0)	14.6
Increase in net debt in the year	(20.9)	(39.3)
Net debt at 1 January	(497.3)	(458.0)
Net debt at 31 December	(518.2)	(497. 3)

1. Including interest paid on borrowings and the interest element of lease payments.

2. Other non-cash items relates to interest accrued on borrowings and the fair value movement of debt and derivative financial instruments recognised in the year which

does not give rise to a cash inflow or outflow.

Net debt is defined as follows:

	2025	2024
	£m	£m
Non-current assets:
Derivative financial instruments	–	0.1
Lease receivables	1.6	1.9
Current assets:
Derivative financial instruments	0.2	0.1
Lease receivables	0.3	0.3
Cash at bank and on hand	81.3	87.4
Current liabilities:
Lease liabilities	(69.1)	(64.9)
Interest-bearing loans and borrowings	(16.5)	(5.2)
Derivative financial instruments	(0.2)	(1.3)
Non-current liabilities:
Lease liabilities	(256.1)	(258.7)
Interest-bearing loans and borrowings	(259.7)	(256.9)
Derivative financial instruments	–	(0.1)
Net debt	(518.2)	(4 97. 3)

Of the cash at bank and on hand of £81.3m (2024: £87.4m), £nil (2024: £0.6m) is required to be held to cover bank guarantees

issued to third parties and is therefore restricted for use by the Group.

SIG Annual Report and Accounts 2025

173

Strategic report FinancialsGovernance

27. Analysis of net debt

	At				At
	31 December		Non-cash	Exchange	31 December
	2024	Cash flows	items 1	differences	2025
	£m	£m	£m	£m	£m
Cash at bank and on hand	87.4	(12.8)	–	6.7	81.3
Lease receivables	2.2	(0.4)	0.1	–	1.9
	89.6	(13.2)	0.1	6.7	83.2
Liabilities arising from financing activities
Financial assets – derivative financial instruments	0.2	–	–	–	0.2
Debts due within one year	(6.5)	27.0	(37. 2)	–	(16.7)
Debts due after one year	(257.0 )	–	11.8	(14.5)	(259.7)
Lease liabilities	(323.6)	94.4	(86.8)	(9.2)	(325.2)
	(586.9)	121.4	(112 . 2)	(23.7)	(601.4)
Net debt	(4 97. 3)	108.2	(112 .1)	(17.0)	(518.2)

1. Non-cash items include the fair value movement of debt recognised in the year which does not give rise to a cash inflow or outflow, movements between debts due

within one year and after one year, and non-cash movements in relation to lease liabilities and lease receivables.

28. Retirement benefit obligations

The Group operates a number of pension schemes, four (2024: four) of which provide defined benefits based on final

pensionable salary. Of these schemes, one (2024: one) has assets held in a separate trustee administered fund and three

(2024: three) are overseas book reserve schemes. The Group also operates a number of defined contribution schemes,

all of which are independently managed.

There is one pension plan in The Netherlands, which is classified as a multi-employer defined benefit scheme under IAS 19,

but is recognised in the Consolidated financial statements as a defined contribution scheme since the pension fund is not

able to provide sufficient information to allow SIG’s share of the assets and liabilities to be separately identified. Therefore,

the Group’s annual pension expense for this scheme (the industry-wide pension plan for the construction materials industry

(“BPF HiBiN”)) is equal to the required contribution each year. The coverage ratio of the multi-employer union plan increased

to 132.5% as at 31 December 2025 (2024: 111.0%). The pension premium percentage remained the same as in the prior year

at 25.4% (2024: 25.4%). The coverage ratio is calculated by dividing the fund’s assets by the total sum of pension liabilities

and is based upon market interest rates. The Company’s participation in this scheme represents c0.1% of the total members.

The Company is not liable for other participants’ obligations, and there is no agreed allocation of surplus or deficit on withdrawal

from the scheme or on winding up of the scheme. The pension premium percentage will remain the same at 25.4% in 2026.

The Company is not aware of any other planned changes to contributions or benefits at the current time.

The Group’s total pension charge for the year, including amounts charged to interest and Other items, was £7.5m (2024: £8.3m),

of which a charge of £1.0m (2024: £1.1m) related to defined benefit pension schemes and £6.5m (2024: £7.2m) related to defined

contribution schemes.

Defined benefit pension scheme valuations

In accordance with IAS 19 the Group recognises all actuarial gains and losses in full in the period in which they arise in the

Consolidated statement of comprehensive income.

The actuarial valuation of the SIG plc Retirement Benefits Plan (“the Plan”), the UK scheme which is the largest scheme of the

Group, is assessed by an independent actuary every three years who recommends the rate of contribution payable each year.

The latest formal triennial actuarial valuation of the UK scheme was as at 31 December 2022 and was concluded in March

2024, and showed that the market value of the scheme’s assets was £121.7m and their actuarial value covered 102% of the

benefits accrued to members. The UK defined benefit pension scheme was closed to future benefit accrual on 30 June 2016.

Notes to the consolidated financial statements continued

for the year ended 31 December 2025

SIG Annual Report and Accounts 2025

174

In 2018 an asset-backed funding arrangement was put in place to fund the triennial pension deficit identified by the valuation as

at 31 December 2016 and to increase security of the Plan. The asset-backed funding arrangement transfers certain rights over

a managed pool of certain customer receivables of one of the Group’s subsidiary companies to a partnership and provides

a mechanism to settle future funding commitments from receipts from higher quality trade receivables to ensure contributions

to the Plan of £2.5m per annum for up to 20 years (as may be required and subject to certain discretions). The balance of

receivables assigned to the managed pool is disclosed in Note 15. The partnership is controlled by the Group and is therefore

included within the Consolidated financial statements. The receivables continue to be recognised on the Consolidated balance

sheet, and the Plan’s interest in the partnership is a non-transferable financial asset issued by the Group, and therefore does

not constitute a plan asset for the Group. Distribution of income to the partners of the partnership, which forms the contribution

to the Plan, is at the discretion of the General Partner, a subsidiary of the Group. There is however a guarantee in place which

ensures that the Group’s subsidiary, SIG Trading Limited, will make an equivalent contribution to the Plan if the partnership

does not effect the discretionary distribution. The Group is therefore committed to making a contribution of £2.5m per annum

until the structure terminates at the end of 20 years (March 2038) or earlier if certain agreed funding levels are reached.

The Trustees of the pension fund are required by law to act in the interest of the fund and of all relevant stakeholders in the

scheme. The Trustees of the pension fund are responsible for the investment policy with regard to the assets of the fund.

The other three schemes are book reserve schemes whereby the sponsoring company does not hold any separate assets to

fund the pension scheme but makes a reserve in its accounts. Therefore, these schemes do not hold separate scheme assets.

The liabilities of the schemes are met by the sponsoring companies.

The schemes typically expose the Group to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary

risk. The risk relating to benefits to be paid to the dependants of scheme members on death in service is reinsured by an

external insurance company.

Investment risk The present value of the defined benefit plan liability is calculated using a discount rate determined by

reference to high quality corporate bond yields; if the return on plan assets falls below this rate, it will create

a plan deficit. Currently the plan has relatively balanced investments in line with the Trustees’ Statement of

Investment Principles between equity securities and debt instruments. Due to the long-term nature of the plan

liabilities, the Trustees of the pension fund consider it appropriate that a reasonable portion of the plan assets

should be invested in growth assets to leverage the return generated by the fund.

Interest rate risk A decrease in the bond interest rate will increase the plan liability but this will be partially offset by an increase

in the return on the plan’s bond holdings.

Longevity risk The present value of the defined benefit plan liability is calculated by reference to the best estimate of the

mortality of plan participants both during and after their employment. An increase in the life expectancy

of the plan participants will increase the plan’s liability.

Salary risk The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan

participants (except in the UK where the Plan is closed to future accrual). As such, an increase in the salary

of the plan participants will increase the plan’s liability.

Consolidated income statement charges

The pension charge for the year, including amounts charged to interest of £0.6m (2024: £0.6m) relating to the defined benefit

pension schemes, was £1.0m (2024: £1.1m).

In accordance with IAS 19, the charge for the defined benefit schemes has been calculated as the sum of the cost of benefits

accruing in the year, the increase in the value of benefits already accrued and the expected return on assets. The actuarial

valuations described previously have been updated at 31 December 2025 by a qualified actuary using revised assumptions

that are consistent with the requirements of IAS 19. Investments have been valued, for this purpose, at fair value.

The UK defined benefit scheme is closed to new members and has an age profile that is rising. The three overseas book

reserve schemes remain open to new members.

SIG Annual Report and Accounts 2025

175

Strategic report FinancialsGovernance

28. Retirement benefit obligations continued

Consolidated balance sheet liability

The balance sheet position in respect of the four defined benefit schemes can be summarised as follows:

	2025	2024
	£m	£m
Pension liability before taxation	(16.4)	(18.2)
Related deferred tax asset	1.4	1.5
Pension liability after taxation	(15.0)	(16.7)

The actuarial gain of £0.2m (2024: £0.2m loss) for the year, together with an associated deferred tax debit of £0.2m (2024: £nil),

has been recognised in the Consolidated statement of comprehensive income.

Of the above pension liability before taxation, £9.3m (2024: £10.9m) relates to the funded scheme in the UK and £7.1m

(2024: £7.3m) relates to the overseas unfunded schemes. The liability in relation to the UK scheme has decreased during

the year due to an actuarial loss on the liabilities due to changes in assumptions and inflation experience and finance costs

of £0.5m, partially offset by the employer contribution of £2.5m.

The movement in the pension liability before taxation in the year can be summarised as follows:

	2025	2024
	£m	£m
Pension liability at 1 January	(18.2)	(20.3)
Current service cost	(0.4)	(0.5)
Payment of unfunded benefits	0.6	0.5
Contributions	2.5	2.5
Net finance cost	(0.6)	(0.6)
Actuarial gain/(loss)	0.2	(0.2)
Effect of changes in exchange rates	(0.5)	0.4
Pension liability at 31 December	(16.4)	(18.2)

The principal assumptions used for the IAS 19 actuarial valuation of the UK scheme (the largest scheme of the Group) were:

	2025	2024
	%	%
Rate of increase in salaries 1	n/a	n/a
Rate of fixed increase of pensions in payment	1.8%	1.9%
Rate of increase of LPI pensions in payment	2.8%	3.1%
Discount rate	5.4%	5.4%
Inflation assumption	2.9%	3.2%

1. Upon closure of the UK defined benefit scheme to future benefit accrual the accrued benefits of active members ceased to be linked to their final salary and will instead

revalue in deferment broadly in line with movements in the Consumer Price Index.

Deferred pensions are revalued to retirement in line with the schemes’ rules and statutory requirements, with the inflation

assumption used for LPI revaluation in deferment.

Within the principal plan the life expectancy for a male employee beyond the normal retirement age of 65 is 22.1 years

(2024: 21.8 years). The life expectancy on retirement at age 65 of a male employee currently aged 45 years is 22.5 years

(2024: 22.2 years). The life expectancy for a female employee beyond the normal retirement age of 65 is 23.6 years

(2024: 23.5 years). The life expectancy on retirement at age 65 of a female employee currently aged 45 years is 25.1 years

(2024: 25.0 years).

The sensitivity analysis below has been determined based on reasonably possible changes of the respective assumptions

occurring at the end of the reporting period, while holding all other assumptions constant. If the discount rate were to be

increased/decreased by 0.1%, this would decrease/increase the Group’s gross pension scheme deficit by c£1.0m. If the rate

of inflation increased/decreased by 0.1% this would increase/decrease the Group’s gross pension scheme deficit by c£0.3m.

If the life expectancy for employees increased by one year the Group’s gross pension scheme deficit would increase by c£4.0m.

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it

is unlikely that the changes in assumptions would occur in isolation of one another as some of the assumptions may be

correlated.

Notes to the consolidated financial statements continued

for the year ended 31 December 2025

SIG Annual Report and Accounts 2025

176

The average duration of the defined benefit scheme obligation at 31 December 2025 is 10 years (2024: 10 years).

In June 2023, the UK High Court in Virgin Media Limited v NTL Pension Trustees II Limited ruled that specific historical

amendments to contracted-out defined benefit schemes in the period from 6 April 1997 to 5 April 2016 were invalid if they

lacked confirmation under section 37 of the Pension Schemes Act 1993 from the scheme’s actuary. This decision was upheld

on appeal in July 2024. The UK Pension Plan’s Trustees, in conjunction with their legal advisors, have carried out a review of

the deeds of amendment issued within the relevant period, and concluded that, given the nature and purpose of those deeds,

no significant impact on the Plan’s funding position as a consequence of the judgement is expected.

The fair value of assets held at the balance sheet date were:

	2025	2024
	£m	£m
Equities	21.4	20.2
Corporate and government bonds	54.5	51.6
Investment funds	11.8	13.2
Property	3.8	5.2
Cash	1.0	1.1
Total fair value of assets	92.5	91.3

All equity and debt instruments have quoted prices in active markets and can be classified as Level 1 and 2 instruments,

other than property which is Level 3.

The amount included in the Consolidated balance sheet arising from the Group’s obligation in respect of its defined benefit

schemes is as follows:

	2025	2024
	£m	£m
Fair value of assets	92.5	91.3
Present value of scheme liabilities	(108.9)	(109.5)
Net liability recognised in the Consolidated balance sheet	(16.4)	(18.2)

The overall expected rate of return is based upon market conditions at the balance sheet date.

Amounts recognised in the Consolidated income statement in respect of these defined benefit schemes are as follows:

	2025	2024
	£m	£m
Current service cost	0.4	0.5
Net finance cost	0.6	0.6
Amounts recognised in the Consolidated income statement	1.0	1.1

Analysis of the actuarial gain/(loss) recognised in the Consolidated statement of comprehensive income in respect of the

schemes:

	2025	2024
	£m	£m
Actual return less expected return on assets	0.4	(8.9)
Effect of changes in demographic assumptions	(0.9)	(0.4)
Effect of changes in financial assumptions	0.9	9.2
Impact of liability experience	(0.2)	( 0.1)
Remeasurement of the defined benefit liability	0.2	(0.2)

The remeasurement of the net defined benefit liability is included within the Consolidated statement of comprehensive income.

SIG Annual Report and Accounts 2025

177

Strategic report FinancialsGovernance

28. Retirement benefit obligations continued

Movements in the present value of the schemes’ liabilities were as follows:

	2025	2024
	£m	£m
Present value of schemes’ liabilities at 1 January	(109.5)	(119.9)
Current service cost	(0.4)	(0.5)
Interest on pension schemes’ liabilities	(5.5)	(5.0)
Benefits paid	6.6	6.3
Payment of unfunded benefits	0.6	0.5
Effect of changes in exchange rates	(0.5)	0.4
Remeasurement gains/(losses):
Actuarial loss arising from changes in demographic assumptions	(0.9)	(0.4)
Actuarial gain arising from changes in financial assumptions	0.9	9.2
Actuarial loss due to liability experience	(0.2)	(0.1)
Present value of schemes’ liabilities at 31 December	(108.9)	(109.5)

Movements in the fair value of the schemes’ assets were as follows:

	2025	2024
	£m	£m
Fair value of schemes’ assets at 1 January	91.3	99.6
Finance income	4.9	4.4
Actual return less expected return on assets	0.4	(8.9)
Contributions from sponsoring companies	2.5	2.5
Benefits paid	(6.6)	(6.3)
Fair value of schemes’ assets at 31 December	92.5	91.3

29. Commitments and contingencies

a) Capital commitments

	2025	2024
	£m	£m
The purchase of property, plant and equipment contracted but not provided for	0.8	0.9

b) Lease commitments

The Group has various lease contracts that have not yet commenced as at 31 December 2025. The future lease payments

for these non-cancellable lease contracts are £1.7m within one year (2024: £2.6m), £5.5m within five years (2024: £9.7m) and

£2.3m thereafter (2024: £4.3m).

Information on the Group’s leasing arrangements is included in Note 23.

c) Contingent liabilities

As at the balance sheet date, the Group had outstanding obligations under customer guarantees, claims, standby letters

of credit and discounted bills of up to £10.3m (2024: £10.8m). Of this amount, £4.1m (2024: £4.3m) relates to a standby letter

of credit issued by HSBC Bank plc in respect of the Group’s insurance arrangements.

As part of the disposal of the Building Plastics business in 2017 a guarantee was provided to the landlord of the leasehold

properties transferred with the business covering rentals over the remaining term of the leases in the event that the acquiring

company enters into administration before the end of the lease term. The maximum liability that could arise from this would be

approximately £0.3m (2024: £0.5m) based on the remaining future rent commitment at 31 December 2025. No provision has

been made in these financial statements as it is not considered likely that any loss will be incurred in connection with this.

Notes to the consolidated financial statements continued

for the year ended 31 December 2025

SIG Annual Report and Accounts 2025

178

30. Related party transactions

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation

and have therefore not been disclosed.

In 2025, SIG incurred expenses of £0.4m (2024: £0.6m) on behalf of the SIG plc Retirement Benefits Plan, the UK defined

benefit pension scheme.

Remuneration of key management personnel

The total remuneration of key management personnel of the Group, being the Executive Leadership Team members and the

Non-Executive Directors (see pages 100 and 101), is set out below in aggregate for each of the categories specified in IAS 24

Related Party Disclosures.

	2025	2024
	£m	£m
Short-term employee benefits	7.4	7. 2
IFRS 2 share-based payment expense	1.6	2.9
	9.0	10.1

31. Subsidiaries

Details of the Group’s subsidiaries, all of which have been included in the Consolidated financial statements, are shown

on pages 204 to 206.

32. Post balance sheet events

There are no post balance sheet events requiring adjustment or disclosure in the Consolidated financial statements.

SIG Annual Report and Accounts 2025

179

Strategic report FinancialsGovernance

The Group uses a number of alternative performance measures, which are non-IFRS, to describe the Group’s performance.

The Group considers these performance measures to provide useful historical financial information to help investors evaluate

the underlying performance of the business. Alternative performance measures are not a substitute for, or superior to, statutory

IFRS measures.

These measures, as shown below, are used to improve the comparability of information between reporting periods and

geographical units and to adjust for Other items (as explained in further detail within the Accounting policies). This also reflects

how the business is managed and measured on a day-to-day basis. Measures presented are aligned with the key performance

measures used in the business and as included in the Strategic report.

a) Leverage

Leverage is the financial covenant applicable to the RCF and is used as a key performance metric for the Group. It is calculated

as net debt divided by the last twelve months underlying EBITDA.

2025

£m

2024

£m

Underlying operating profit 32.1 25.1

Add back:

Depreciation of right-of-use assets and property, plant and equipment 77.4 78.9

Amortisation of computer software 0.7 1.2

Underlying EBITDA 110. 2 105.2

Reported net debt 518.2 4 97. 3

Leverage 4.7x 4.7x

b) Like-for-like sales

Like-for-like sales is calculated on a constant currency basis, and represents the growth in the Group’s sales working per day,

excluding any acquisitions or disposals completed or agreed in the current and prior year, and adjusted to exclude the net impact

of branch closures or openings. This measure shows how the Group has developed its revenue for comparable business relative

to the prior period. As such it is a key measure of the growth of the Group during the year. Underlying revenue is revenue from

continuing operations excluding non-core businesses.

Interiors

£m

Roofing

£m

Total UK

£m

France

Interiors

£m

France

Roofing

£m

Total

France

£m

Germany

£m

Benelux

£m

Ireland

£m

Poland

£m

Total

Group

£m

Statutory and underlying

revenue 2025 675.5 455.9 1,131.4 190.0 398.7 588.7 432.5 91.6 101.8 260.5 2,606.5

Less inter-segment

revenue (2.4) (2.5) (4.9) (0.1) (10.3) (10.4) – – (0.2) – (15.5)

External revenue 673.1 453.4 1,12 6.5 189.9 388.4 578.3 432.5 91.6 101.6 260.5 2,591.0

Statutory and underlying

revenue 2024 (Restated)

669.7 451.5 1,121.2 200.5 421.9 622.4 438.5 103.6 104.3 241.4 2,631.4

Less inter-segment

revenue (Restated)

(4.7) (2.8) (7.5) (0.1) (11.8) (11.9) – – (0.2) – (19.6)

External revenue

(Restated)

665.0 448.7 1,113.7 200.4 410.1 610.5 438.5 103.6 104.1 241.4 2 ,611. 8

% change year onyear:

Underlying revenue 1.2% 1.0% 1.1% (5.2)% (5.3)% (5.3)% (1.4)% (11.6)% (2.4)% 7. 9% (0.8)%

Impact of currency – – – (1.3)% (1.3)% (1.3)% (1.3)% (1.2)% (1.3)% (3.2)% (0.9)%

Impact of branch

changes 0.9% 0.3% 0.7% (0.4)% 2.0% 1.2% (0.3)% 13.6% – (0.6)% 1.0%

Impact of working days 0.4% 0.4% 0.4% 0.8% – 0.2% 0.4% 1.4% 0.4% 0.4% 0.4%

Like-for-like sales 2.5% 1.7% 2.2% (6.1)% (4.6)% (5.2)% (2.6)% 2.2% (3.3)% 4.5% (0.3)%

1. The 2024 segmental information has been restated in order to present on a consistent basis with the current year. See the Accounting policies for further details.

Non-statutory information

SIG Annual Report and Accounts 2025

180

c) Operating margin

This is used to enhance understanding and comparability of the underlying financial performance of the Group and iscalculated

as underlying operating profit as a percentage of underlying revenue.

2025

£m

2024

£m

Underlying revenue 2,591.0 2,611.8

Underlying operating profit 32.1 25.1

Operating margin 1.2% 1.0%

d) Free cash flow

Free cash flow is defined as all cash flows excluding M&A transactions, dividend payments and financing transactions.

Operating cash flow represents free cash flow before interest and financing and tax. These measures are used to enhance

understanding and comparability of the cash generation of the Group.

2025

£m

2024

£m

Decrease in cash and cash equivalents in the year (12.8) (39.7)

Add back:

Settlement of amounts payable for previous purchases of businesses

(included within cash flow from investing activities) – 4.4

Settlement of amounts payable for previous purchases of businesses

(included within cash flow from operating activities) – 4.0

Repayment of borrowings 0.8 239.7

Proceeds from borrowings – (247. 0 )

Free cash flow (12.0) (38.6)

Add back:

Finance costs paid 52.9 37.5

Finance income received (1.7) (2.7)

Tax paid 3.5 8.0

Operating cash flow 42.7 4.2

e) Other non-statutory measures

In addition to the alternative performance measures noted above, the Group also uses underlying loss per share (as set out

inNote 8), underlying net finance costs (as set out in Note 5) and average trade working capital to sales ratio. Average trade

working capital to sales ratio is calculated as the average trade working capital each month end (net inventory, gross trade

creditors, nettrade receivables and supplier rebates receivable) divided by underlying revenue.

SIG Annual Report and Accounts 2025

181

Strategic report FinancialsGovernance

Independent Auditor’s report

to the members of SIG plc

Opinion

In our opinion:

– SIG plc’s Group financial statements and parent company financial statements (the “financial statements”) give a true and fair

view of the state of the Group’s and of the parent company’s affairs as at 31 December 2025 and of the Group’s loss for the

year then ended;

– the Group financial statements have been properly prepared in accordance with UK adopted international accounting

standards;

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

Accepted Accounting Practice; and

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

We have audited the financial statements of SIG plc (the “parent company”) and its subsidiaries (the “Group”) for the year ended

31 December 2025 which comprise:

Group Parent company

Consolidated income statement for the year ended 31 December 2025 Company balance sheet as at 31 December 2025

Consolidated statement of comprehensive income for the year then ended Statement of changes in equity for the year then

ended

Consolidated balance sheet as at 31 December 2025 Related notes 1 to 14 to the financial statements

including material accounting policy information

Consolidated statement of changes in equity for the year then ended

Consolidated statement of cash flows for the year then ended

Related notes 1 to 32 to the financial statements, including material

accounting policy information

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

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

of the parent company financial statements is applicable law and United Kingdom Accounting Standards, including FRS 101

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

Basis for opinion

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

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

statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide

abasis for our opinion.

Independence

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

audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities,

andwe have fulfilled our other ethical responsibilities in accordance with these requirements.

The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or the parent company and

we remain independent of the Group and the parent company in conducting the audit.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting

inthepreparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the Group and

parent company’s ability to continue to adopt the going concern basis of accounting included:

– Confirming our understanding of management’s going concern assessment which included the preparation of the base case

cash forecast and the reasonable worst-case scenario covering the going concern period until 31 March 2027 (the “going

concern period”). We also engaged with management early to ensure all key risk factors were considered in their assessment;

– Obtaining management’s assessment, including the cash forecast for the going concern period and testing this for

arithmetical accuracy. Management modelled a reasonable worst-case scenario in its cashflow forecasts to reflect a scenario

where anticipated market growth did not arise and revenue continued to decline;

SIG Annual Report and Accounts 2025

182

– Checking the consistency of information used in management’s assessment with the budget and medium-term plan

approved by the Board and information obtained from other areas of the audit;

– Verifying the nature, repayment terms, covenants, and other conditions of the Group’s debt facilities, being the Secured

Notes and Revolving Credit Facility (“RCF”);

– Assessing the continued availability of these facilities to the Group through the going concern period and ensuring forecasted

compliance of covenants in the going concern period;

– Challenging the appropriateness of the key assumptions in management’s forecasts, including revenue growth and operating

margin percentage, by comparing these to past and year-to-date performance and industry benchmarks;

– Checking the forecasts used were consistent with those used in management’s assessment of impairment and deferred tax

asset recoverability;

– Challenging management’s consideration of a reasonable worst-case scenario, evaluating whether the impact of a prolonged

downturn in trading had been appropriately included and whether climate risk may materially impact the going concern

assessment;

– Considering management’s reverse stress test in order to identify and understand what factors and how severe a downside

scenario would have to be to result in the Group utilising all liquidity or breaching a financial covenant during the going

concern period;

– Assessing the plausibility of management’s downside scenarios, including the reverse stress test, by comparing to third-party

data, including industry and broker reports, for indicators of contradictory evidence, including market growth expectations

and broker consensus on expected outturn of the Group and performance of the industry;

– Considering the amount and timing of mitigating factors under the Group’s control that could preserve cash if required and

performing independent analyses on the plausibility of cash management scenarios; and

– Reviewing the Group’s going concern disclosures included in the annual report in order to assess whether they were

appropriate and in conformity with the reporting standards.

Key observations:

– At 31 December 2025 the Group had a cash balance of £81.3m and has committed facilities of €300m Secured Notes and

a£90m RCF to October 2029 and April 2029, respectively. The RCF was undrawn at 31 December 2025 and post year end

through the date of this report. Covenants are only effective if 40% (£36m) is drawn at a relevant quarter end. This could

restrict the amount available to drawdown on the RCF to £36m in order to prevent a covenant breach at a relevant quarter end.

– The results from both management’s evaluation and our independent sensitivity analysis and reverse stress testing indicate

that the possibility of a decline in performance severe enough to cause a liquidity issue and covenant breach is remote.

– Our consideration of other evidence, including industry and broker reports, did not contradict the assumptions in

management’s forecasts. Additionally, we did not identify events or conditions in the period to 31 March 2027 that may cast

doubt on the Group’s ability to continue as a going concern.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,

individually or collectively, may cast significant doubt on the Group and parent company’s ability to continue as a going concern

for a period to 31 March 2027.

In relation to the Group and parent company’s reporting on how they have applied the UK Corporate Governance Code, we

have nothing material to add or draw attention to in relation to the directors’ statement in the financial statements about whether

the directors considered it appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections

of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the

Group’s or parent company’s ability to continue as a going concern.

SIG Annual Report and Accounts 2025

183

Strategic report FinancialsGovernance

Independent Auditor’s report continued

to the members of SIG plc

Overview of our audit approach

Audit scope – We performed an audit of the complete financial information of five components and audit

procedures on specific balances for a further seven components and central procedures on

goodwill and intangible assets, plus the Group consolidation.

Key audit matters – Risk of impairment (with a specific risk over prospective financial information):

– Group financial statements: goodwill, intangible assets, property, plant and equipment and right-of-

use assets

– Parent company financial statements: Investments in and debtors owed by subsidiary undertakings

– Misstatement of supplier rebate income and the associated receivable

Materiality – Overall Group materiality of £3.2m which represents 0.5% of Group gross profit.

An overview of the scope of the parent company and Group audits

Tailoring the scope

We have followed a risk-based approach when developing our audit approach to obtain sufficient appropriate audit evidence

on which to base our audit opinion. We performed risk assessment procedures, with input from our component auditors,

toidentify and assess risks of material misstatement of the Group financial statements and identified significant accounts

anddisclosures. When identifying components at which audit work needed to be performed to respond to the identified risks

of material misstatement of the Group financial statements, we considered our understanding of the Group and its business

environment, the potential impact of climate change, the applicable financial framework, the Group’s system of internal control

at the entity level, the existence of centralised processes, applications and any relevant internal audit results.

We determined that centralised audit procedures can be performed on the following audit areas:

Key audit area on which procedures were performed centrally

Impairment of goodwill, intangible assets, property, plant and equipment and right-of-use assets

Derivative financial assets and liabilities

Shareholders’ equity

Group consolidation

Going concern

We then identified nine components as individually relevant to the Group due to relevant events and conditions underlying the

identified risks of material misstatement of the Group financial statements being associated with the reporting components in

addition to the financial size of the component relative to the Group.

For those individually relevant components, we identified the significant accounts where audit work needed to be performed at

these components by applying professional judgement, having considered the Group significant accounts on which centralised

procedures will be performed, the reasons for identifying the financial reporting component as an individually relevant component

and the size of the component’s account balance relative to the Group significant financial statement account balance.

We then considered whether the remaining Group significant account balances not yet subject to audit procedures, in

aggregate, could give rise to a risk of material misstatement of the Group financial statements. We selected three components

of the Group to include in our audit scope to address these risks.

Having identified the components for which work will be performed, we determined the scope to assign to each component.

Of the twelve components selected, we designed and performed audit procedures on the entire financial information of five

components (“full scope components”). For seven components, we designed and performed audit procedures on specific

significant financial statement account balances or disclosures of the financial information of the component (“specific scope

components”).

Our scoping to address the risk of material misstatement for each key audit matter is set out in the Key audit matters section

ofour report.

SIG Annual Report and Accounts 2025

184

Involvement with component teams

In establishing our overall approach to the Group audit, we determined the type of work that needed to be undertaken at each

of the components by us, as the Group audit engagement team, or by component auditors operating under our instruction.

The Group audit team continued to follow a programme of planned visits that has been designed to ensure that the Senior

Statutory Auditor visits all full scope component locations regularly. During the current year’s audit cycle, visits were undertaken

by the Group audit team to the component teams in France (covering three components), Germany, and Ireland, with the

Senior Statutory auditor visiting France and Germany. These visits involved discussing the audit approach with the component

team and any issues arising from their work, meeting with local management, attending planning and closing meetings, and

reviewing relevant audit working papers on risk areas. The Group audit team interacted regularly with the component teams

where appropriate during various stages of the audit, reviewed relevant working papers and were responsible for the scope and

direction of the audit process. At critical periods of the audit, we increased the use of online collaboration tools to facilitate team

meetings, information sharing and the evaluation, review and oversight of component teams. We requested detailed deliverables

from component teams, and we utilised fully the interactive capability of EY Canvas, our global audit workflow tool, to review

remotely the relevant underlying work performed. The Senior Statutory Auditor is responsible for the three in-scope UK components,

including the head office entity. Where relevant, the section on key audit matters details the level of involvement we had with

component auditors to enable us to determine that sufficient audit evidence had been obtained as a basis for our opinion on

the Group as a whole.

This, together with the additional procedures performed at Group level, gave us appropriate evidence for our opinion on the

Group financial statements.

Climate change

There remains increased interest in how climate change will impact the Group. The Group has determined that the most

significant future impacts from climate change on its operations will be the decarbonisation of the fleet. These are explained

onpages 26 to 33 in the required Task Force on Climate Related Financial Disclosures and Non-Financial and Sustainability

information statement and on pages 46 to 49 in the principal risks and uncertainties. The Group have also explained their

climate commitments in the Sustainability review on pages 16 to 32. All of these disclosures form part of the “Otherinformation,”

rather than the audited financial statements. Our procedures on these unaudited disclosures therefore consisted solely of

considering whether they are materially inconsistent with the financial statements or our knowledge obtained in the course

ofthe audit or otherwise appear to be materially misstated, in line with our responsibilities on “Other information”.

In planning and performing our audit we assessed the potential impacts of climate change on the Group’s business and any

consequential material impact on its financial statements.

The Group has explained in Basis of preparation section of the Accounting policies footnote how the Group has assessed

theimpact of climate change on the carrying value of non-current assets and the impact on forecasts used in the impairment

review and the assessments of going concern and longer-term viability. Management concluded these considerations did not

have a material impact on the Group in the current year or over the next three years.

Our audit effort in considering the impact of climate change on the financial statements was focused on evaluating management’s

assessment of the impact of climate risk, physical and transition, their climate commitments. As part of this evaluation, we

performed our own risk assessment, supported by our climate change internal specialists, to determine the risks of material

misstatement in the financial statements from climate change which needed to be considered in our audit.

We also challenged the Directors’ considerations of climate change risks in their assessment of going concern and viability and

associated disclosures. Where considerations of climate change were relevant to our assessment of going concern, these are

described above.

Based on our work, while we have not identified the impact of climate change on the financial statements to be a standalone

key audit matter, we have considered the impact on the ‘Impairment of goodwill, intangible assets, property, plant and equipment,

and right-of-use assets’ key audit matter. Details of the impact, our procedures and findings are included in our explanation of

key audit matters below.

SIG Annual Report and Accounts 2025

185

Strategic report FinancialsGovernance

Independent Auditor’s report continued

to the members of SIG plc

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial

statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to

fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation

ofresources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our

audit of the financial statements as a whole, and in our opinion thereon, and we do not provide a separate opinion on these matters.

Risk Our response to the risk

Risk of impairment (with a

specific risk over prospective

financial information) of:

– Group financial statements:

goodwill, intangible assets,

property, plant and

equipment (“PPE”) and

Right-of-use assets (“ROUA”)

– Parent company financial

statements: investments in

and debtors owed by

subsidiary undertakings

Refer to the Audit & Risk

Committee Report (page 72;

Accounting policies (pages 125,

136 and 197 to 198); Note 11

ofthe Consolidated Financial

Statements and Note 5 of the

Company Financial Statements

The Group Balance Sheet includes

goodwill, intangible assets, PPE,

and ROUA totalling £433.9m

(2024: £456.7m). The parent

company Balance Sheet includes

investments totalling £402.9m

(2024: £401.2m) and debtors

owned by subsidiary undertakings

of £341.5m (2024: £380.5m).

Management perform an overall

assessment of impairment of

assets for each cash-generating

unit (“CGU”) – note each operating

company is a CGU – annually

in-line with the requirements of IAS

36 Impairment of Assets, or when

there are indicators of impairment.

The carrying value of assets

foreach operating company

iscompared to either the

value-in-use (“VIU”) of the

operating company or the fair

value less costs of disposal

(“FVLCD”) of the operating

company’s assets. Both

approaches contain significant

assumptions of estimation

uncertainty and judgement,

including use of prospective

financial information.

There is an associated risk in the

parent company Balance Sheet

over the potential impairment

ofinvestments in subsidiary

undertakings and the

recoverability of receivables due

from subsidiary undertakings.

The risk remains similar to

prioryear, as whilst underlying

operating profits have improved,

revenue has remained flat on a like

for like basis in what continues to

be a difficult trading environment.

We identified and walked through key controls in the impairment process identified by management, including the

budgeting process.

We evaluated management’s determination of CGUs by considering the interdependency or otherwise of cash flows

together with how management reports and monitors financial performance of its business operations. For each CGU,

wedetermined whether management were basing the impairment assessment on a VIU or FVLCD basis.

For each CGU assessed using VIU

We understood the methodology behind, and tested, the discounted cash-flow model used by management to perform the

impairment test for each of the relevant cash-generating units per the requirements of IAS 36 Impairment of Assets (“IAS 36”).

We tested the key VIU assumptions (as explained below) and performed related sensitivities to determine whether

adequate headroom remains – using these sensitivities, we performed a ‘stand back’ assessment to consider whether

there is sufficient evidence to support management’s position.

We assessed the methodology against the requirements of IAS 36 and tested the tested the integrity and clerical accuracy

of the VIU model.

Key Assumptions in the VIU Model

We evaluated the key underlying assumptions within the VIU calculation including the prospective financial information and

discount rates, as well as other assumptions such as long-term growth rates.

We evaluated independent market forecasts to assess the revenue growth included in management’s budget and medium-

term plan and considered other matters such as the market conditions, geopolitical landscape, and climate risks.

Prospective financial information

We challenged the underlying forecasts in management’s 2026 budgets and 2027-2028 medium-term plan. Our challenge

focused on the growth assumptions including the impact of initiatives to improve revenue and profit, specifically comparing

to industry forecasts, and considered management’s historical forecasting accuracy. As part of this assessment, we

considered whether key drivers of growth in management’s model, such as volume growth, margin improvement, and

other initiatives, were reasonable or optimistic.

We assessed the discount rates applied with input from our internal valuation experts and benchmarked long-term growth

rates to external market forecasts.

We compared the VIU of each CGU as per the model computed by management to our independently assessed range of

possible outcomes and assessed whether this supported management’s conclusions and disclosures.

For each CGU assessed using FVLCD

For the UK Interiors and Benelux CGUs, management assessed the recoverable amount of individual classes of assets on

a FVLCD basis.

The key assumption used in the determination of FVLCD is the fair value of the ROUA, particularly in respect of property.

Todo this, management obtained an independent external valuation report for the property assets held by the CGUs which

supported their assessment that the net book value was recoverable by considering the market rental value that could be

obtained from subleasing the properties and taking into account current market conditions together with the location and

condition of the properties.

We assessed the findings of management’s external valuation specialists primarily by engaging an internal valuation

specialist to assess whether management’s specialist had the requisite qualifications to make the assessment, and to

determine if their methodology used was appropriate.

With input from our internal specialists, for a sample of leases, we assessed the key assumptions, including the sublease

rental value, potential vacant period, and costs of subletting. We also assessed that the contracts held by management do

not preclude subletting the properties and any relevant costs to dispose were appropriately incorporated in the fair value.

We assessed recoverability of non-property assets, such as fleet ROUA and fixtures and fittings. Certain fleet assets were

impaired as there was no right to return or sublet the vehicle.

We performed data integrity testing on management’s schedule of properties/assets to assess whether the listing was

complete and accurate.

Group disclosures

We assessed the disclosures against the requirements of IAS 36, in particular the requirement to disclose further

sensitivities for CGUs where a reasonably possible change in a key assumption would cause an impairment. We also

assessed the disclosure within the key judgements and estimation uncertainty section of the Group financial statements.

Parent company

We understood key changes in the value of investments versus prior year and assessed the accounting treatment of the

capitalisation of an intercompany loan balance with a subsidiary. We assessed whether indicators of impairment existed

atthe balance sheet date.

We assessed the principles of management’s forecast models to assess whether the appropriate cashflows were being

considered, using the VIU of the subsidiaries of the Group, and making appropriate adjustments such as exclusion of lease

liabilities and other debt.

We overlaid our estimated range of the VIU of the subsidiaries of the Group following challenge of the forecasts. Our range

indicated an impairment should be recorded. We evaluated the impairment recorded by management and considered the

sufficiency of the financial statement disclosures.

We also considered the impact of a downside scenario on the expected credit loss (“ECL”) provision held by the parent

company in respect of debtors owned by subsidiary undertakings.

SIG Annual Report and Accounts 2025

186

Key observations communicated to the audit committee

For the Group’s CGUs, we agree with management that it is reasonable not to recognise any impairment based on the VIU assessment, except for £20.7m

recorded in relation to the Miers Construction Products CGU. The most significant judgement in the VIU assessment is the prospective financial information

which includes significant growth driven by a number of initiatives, notably in 2028 (the final year in management’s three-year medium-term plan as included

intheir VIU model). There are risks to effectively executing these initiatives which could materially reduce the VIU. The disclosures included in the financial

statements, to signpost potential scenarios that may result in an impairment being reasonably possible, specifically in respect of the France Roofing,

Germany, Building Solutions, and Miers Construction Products CGUs, are appropriate.

We agree with management’s conclusion to record an impairment against the fleet ROUA of £6.3m in the UK Interiors CGU and against the intangibles of

£2.6m in the Construction Accessories CGU, prior to the change in operating segments. An impairment of £3.5m in respect of an office building was also

appropriately recorded, based on a market determination by an external specialist. We agree that no other material impairment charge, or reversal of any

existing impairment in the current year, is reasonable in respect of the impairment assessments based on FVLCD.

We consider management’s assessment that an impairment of £28.3m should be recorded against the parent company investment balance to be

reasonable. We agree that a £4.0m increase to the ECL provision is reasonable.

Impairment disclosures in the Group and parent company financial statements were appropriate and in accordance with the requirements of IAS 36.

How we scoped our audit to respond to the risk and involvement with component teams

All audit work performed to address this risk was undertaken by the Group audit team.

Risk Our response to the risk

Misstatement of supplier

rebate income and associated

receivable

Refer to the Audit Committee

Report (page 72; Accounting

policies (pages 126 and 137); and

Notes 15 and 16 of the

Consolidated Financial Statements

In 2025, income from Supplier

Rebates totalled £383.5m (2024:

£348.0m) with a receivable

balance as at 31 December 2025

of £103.0m (2024: £109.1m).

The Group’s supply chain

pricingstructure includes rebate

arrangements with suppliers.

Theterms of agreements with

suppliers can be complex and

varied. Estimation uncertainty is

present in relation to supplier

rebates, in particular where

amounts receivable are tiered

based on volumes purchased

orwhere volumes are estimated,

for example, where arrangements

span the year end.

There is opportunity through

management override of controls

or error to overstate the balance

ofsupplier rebates recognised.

The risk identified is primarily

focused on significant balances

with new agreements, changes

inagreements, and unconfirmed

balances at the year end.

We focused our audit procedures on the areas where management apply judgement and estimation, where the processing

is either manual or more complex, and where the value is high. In particular, where amounts receivable are tiered based on

volumes purchased or where volumes are estimated, for example where arrangements span the year end.

We performed walkthroughs to understand the key processes used to record supplier rebate transactions and identified

key controls.

We performed analytical reviews to understand unusual movements in income statement and balance sheet accounts

period on period, including ageing analysis.

We selected a sample of suppliers to test using a risk-based approach focusing on suppliers with a significant receivables

balance at year end, new agreements that are material and agreements with significant changes in earnings versus the

prior year.

For key items we obtained independent confirmations to confirm key terms, income recognised, and the year end

receivable. Using the confirmations received, we reconciled income recognised in the period and the receivable recorded

at the year end.

For others sampled or where no confirmation was received, we:

– Obtained the rebate agreement signed by both parties and recalculated the earnings and receivable balances based on

the volumes in management’s data;

– Where estimation was included (e.g., non-coterminous year ends), we tested assumptions made to supporting

documentation;

– Vouched whether there was a right to net settlement of the income and validated this was being appropriately recorded;

and

– Obtained any evidence of post year payments or credit notes received for any significant balances at year end.

We performed a stand back analysis to ensure the untested population was not material by bringing additional items into

scope of our testing or performing analytical procedures.

Using data extracted from the accounting system, we tested the appropriateness of a sample of journal entries, focusing

on manual journals, and other adjustments to supplier rebate accounts in the balance sheet and income statement.

We reviewed the appropriateness of the critical accounting judgements and key sources of estimation uncertainty

disclosure in respect of supplier rebate amounts recorded in the income statement and balance sheet.

Key observations communicated to the audit committee

The income recognised in the year and the balance sheet position at year end are appropriately recorded. We reviewed the disclosures included within the

financial statements and consider them appropriate.

How we scoped our audit to respond to the risk

We performed full and specific scope audit procedures over this risk in twelve locations, which covered 99% of the risk amount associated to supplier rebate

income, and 98% of the risk amount associated to supplier rebates receivable. We provided detailed audit instructions to component teams to ensure a uniform

testing approach commensurate with the risk of material misstatement and reviewed the underlying workpapers to ensure adherence to the approach.

SIG Annual Report and Accounts 2025

187

Strategic report FinancialsGovernance

Independent Auditor’s report continued

to the members of SIG plc

Our application of materiality

We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements

onthe audit and in forming our audit opinion.

Materiality

The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be

expected to influence the economic decisions of the users of the financial statements. Materiality provides

abasis for determining the nature and extent of our audit procedures.

We determined materiality for the Group to be £3.2m (2024: £3.0m), which is 0.5% (2024: 0.5%) of Group gross profit.

Webelieve that this provides us with a relevant performance measure to the stakeholders of the Group that is broadly

consistent (i.e., gross margin percentage of sales is relatively stable) and is therefore an appropriate basis for materiality.

We determined materiality for the parent company to be £3.7m (2024: £3.9m), which is 1.0% (2024: 1.0%) of shareholders’

equity, however we have capped the materiality for our audit testing at the materiality of the Group.

During the course of our audit, we reassessed initial materiality and noted no changes.

Performance materiality

The application of materiality at the individual account or balance level. It is set at an amount to reduce to an

appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds

materiality.

On the basis of our risk assessments, together with our assessment of the Group’s overall control environment, our judgement

was that performance materiality was 50% (2024: 50%) of our planning materiality, namely £1.6m (2024: £1.5m). We have set

performance materiality at this percentage due to our assessment of the control environment, the level of misstatements in the

prior year, and the outcome of our risk assessment.

Audit work was undertaken at component locations for the purpose of responding to the assessed risks of material

misstatement of the Group financial statements. The performance materiality set for each component is based on the relative

scale and risk of the component to the Group as a whole and our assessment of the risk of misstatement at that component.

Inthe current year, the range of performance materiality allocated to components was £0.3m to £0.7m (2024: £0.3m to £0.6m).

Reporting threshold

An amount below which identified misstatements are considered as being clearly trivial.

We agreed with the audit committee that we would report to them all uncorrected audit differences in excess of £0.16m

(2024:£0.15m), which is set at 5% of planning materiality, as well as differences below that threshold that, in our view,

warranted reporting on qualitative grounds.

We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light

of other relevant qualitative considerations in forming our opinion.

Other information

The other information comprises the information included in the annual report set out on pages 1 to 115, including the Strategic

Report and the Governance reports (Corporate Governance Report, Nominations Committee Report, Directors’ Report, Audit

and Risk Committee Report, Directors’ Remuneration Report, and Directors’ Responsibilities Statement), other than the

financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within

the annual report.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly

stated in this report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially

inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be

materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to

determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we

have performed, we conclude that there is a material misstatement of the other information, we are required to report that fact.

We have nothing to report in this regard.

SIG Annual Report and Accounts 2025

188

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the

Companies Act 2006.

In our opinion, based on the work undertaken in the course of the audit:

– the information given in the strategic report and the directors’ report for the financial year for which the financial statements

are prepared is consistent with the financial statements; and

– the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and the parent company and its environment obtained in the

course of the audit, we have not identified material misstatements in the strategic report or the directors’ report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report

to you if, in our opinion:

– adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been

received from branches not visited by us; or

– the parent company financial statements and the part of the Directors’ Remuneration Report to be audited are not in

agreement with the accounting records and returns; or

– certain disclosures of directors’ remuneration specified by law are not made; or

– we have not received all the information and explanations we require for our audit.

Corporate Governance Statement

We have reviewed the directors’ statement in relation to going concern, longer-term viability and that part of the Corporate

Governance Statement relating to the Group and parent company’s compliance with the provisions of the UK Corporate

Governance Code specified for our review by the UK Listing Rules.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate

Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit:

– Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any

materialuncertainties identified set out on page 41;

– Directors’ explanation as to its assessment of the Group and parent company’s prospects, the period this assessment

covers and why the period is appropriate set out on pages 42 to 43;

– Directors’ statement on whether it has a reasonable expectation that the Group will be able to continue in operation and

meets its liabilities set out on pages 42 to 43;

– Directors’ statement on fair, balanced and understandable set out on page 76;

– Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on pages 78 to 79;

– The section of the annual report that describes the review of effectiveness of risk management and internal control systems

set out on pages 78 to 79; and

– The section describing the work of the audit committee set out on pages 70 to 77.

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement set out on page 115, the directors are responsible for the

preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as

the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement,

whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group and parent company’s ability to

continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of

accounting unless the directors either intend to liquidate the Group or the parent company or to cease operations, or have no

realistic alternative but to do so.

SIG Annual Report and Accounts 2025

189

Strategic report FinancialsGovernance

Independent Auditor’s report continued

to the members of SIG plc

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material

misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance

is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a

material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or

in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these

financial statements.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with

ourresponsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement

due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by,

forexample, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable

ofdetecting irregularities, including fraud is detailed below.

However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance

ofthe company and management.

– We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and determined that

the most significant are those which are directly relevant to the financial statements and those that relate to the reporting

framework (UK adopted international accounting standards, the Companies Act 2006 and the UK Corporate Governance

Code) and the relevant tax compliance regulations in the jurisdictions in which the Group operates. In addition, we concluded

that there are certain significant laws and regulations which may have an effect on the determination of the amounts and

disclosures in the financial statements being the Listing Rules of the UK Listing Authority, and those laws and regulations

relating to health and safety and employee matters.

– We understood how SIG plc is complying with those frameworks by making enquiries of management, internal audit, those

responsible for legal and compliance procedures, and the company secretary. We corroborated our inquiries through our

review of board minutes and papers provided to the audit committee, and observation in audit committee meetings, as well

as consideration of the results of our audit procedures across the Group.

– We assessed the susceptibility of the Group’s financial statements to material misstatement, including how fraud might occur

by meeting with management from various parts of the business to understand where it considered there was a susceptibility

to fraud. We also considered the current challenging trading conditions and performance targets and their potential to

influence management to manage earnings or influence the perceptions of analysts. As a result of these procedures, we

determined there is a risk of fraud associated to supplier rebate income and associated receivable and revenue recognition

(manual adjustments). We considered the programmes and controls that the Group has established to address risks identified,

or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls.

Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These

procedures were designed to provide reasonable assurance that the financial statements were free from fraud and error.

– Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations.

Our procedures included journal entries testing, with a focus on manual journal entries, consolidation journal entries and

journal entries indicating large or unusual transactions using data analytics. We based this testing on our understanding of

thebusiness, enquiries of management, including internal audit, legal and other advisors, the company secretary and reading

relevant reports. Through our testing we challenged the assumptions and judgements made by management in respect of

unusual or significant one-off transactions in the year and significant accounting estimates as referred to in the key audit

matters section above. At a component level, our full and specific scope component audit team’s procedures included

inquiries of component management, journal entry testing, and detailed testing in respect of the identified fraud risks described

above. We also leveraged our data analytics platform in performing our work on the sales order to cash processes to assist

inidentifying higher risk transactions for testing. We have also reviewed the whistleblowing reports issued during the year.

– In addition, we completed procedures to conclude on the compliance of the disclosures in the Annual Report and Accounts

with the requirements of the relevant accounting standards, UK legislation and the UK Corporate Governance Code.

– Specific inquiries were made with the component teams to confirm the details of any instances of non-compliance with

lawsand regulations. This was reported via interoffice audit deliverables based on the procedures detailed in the previous

paragraph. Additionally, the Group audit team communicates any instances of non-compliance with laws and regulations

identified or communicated to us centrally to component teams through regular interactions throughout the audit cycle.

Therewere no instances of non-compliance with laws and regulations that we concluded would have a material impact

onthe Group consolidated financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting

Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

SIG Annual Report and Accounts 2025

190

Other matters we are required to address

– Following the recommendation from the audit committee we were appointed by the company on 4 July 2018 to audit the

financial statements for the year ending 31 December 2018 and subsequent financial periods.

– The period of total uninterrupted engagement including previous renewals and reappointments is eight years, covering

theyears ending 31 December 2018 to 31 December 2025.

– The audit opinion is consistent with the additional report to the audit committee.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies

Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are

required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not

accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work,

for this report, or for the opinions we have formed.

Adrian Roberts

(Senior statutory auditor)

for and on behalf of Ernst & Young LLP, Statutory Auditor

Birmingham

Date: 3 March 2026

SIG Annual Report and Accounts 2025

191

Strategic report FinancialsGovernance

Five-year summary

Statutory basis

Total

2021

£m

Total

2022

£m

Total

2023

£m

Total

2024

£m

Total

2025

£m

Revenue 2,291.4 2,744.5 2,761.2 2,611.8 2,591.0

Operating profit/(loss) 14.0 56.2 4.0 (3.8) (9.4)

Finance income 0.7 1.3 2.2 2.7 1.7

Finance costs (30.6) (30.0) (38.1) (43.7) (54.0)

(Loss)/profit before tax (15.9) 27. 5 (31.9) (44.8) (61.7)

(Loss)/profit after tax (28.3) 15.5 (43.4) (48.6) (64.1)

(Loss)/earnings per share (p) (2.4) 1.3 (3.8) (4.2) (5.5)

Total dividend per share (p) – – – – –

Underlying basis

Underlying

2021

£m

Underlying

2022

£m

Underlying

2023

£m

Underlying

2024

£m

Underlying

2025

£m

Revenue 2,291.4 2,744.5 2,761.2 2,611.8 2,591.0

Operating profit 41.4 80.2 5 3.1 25.1 32.1

Finance income 0.7 1.3 2.2 2.7 1.7

Finance costs (22.8) (29.9) ( 37. 9) (42.1) (53.8)

Profit/(loss) before tax 19.3 51.6 17.4 (14.3) (20.0)

Profit/(loss) after tax 3.7 37. 2 4.4 (19.7) (22.7)

Earnings/(loss) per share (p) 0.3 3.2 0.4 (1.7) (2.0)

1. Underlying represents the results before Other items. See Accounting policies for further details.

SIG Annual Report and Accounts 2025

192

Company balance sheet

as at 31 December 2025

Note

2025

£m

2024

£m

Fixed assets

Investments 5 402.9 401.2

Tangible fixed assets 6 0.4 0.4

403.3 401.6

Current assets

Debtors: due within one year 8 343.9 353.1

Debtors: due after more than one year 8 – 3 0.1

Cash at bank and in hand 23.2 42.8

367.1 426.0

Current liabilities

Creditors: amounts falling due within one year 9 167.4 181.0

Net current assets 199.7 245.0

Total assets less current liabilities 603.0 646.6

Creditors: amounts falling due after one year 10 259.7 256.5

Net assets 343.3 3 90.1

Capital and reserves

Called up share capital 12 118. 2 118.2

Treasury shares reserve 12 (6.1) (8.6)

Merger reserve 12 104.0 104.0

Capital redemption reserve 12 0.3 0.3

Share option reserve 12 6.7 7.8

Exchange reserve 12 (0.2) (0.2)

Cash flow hedging reserve 12 (0.1) (1.3)

Cost of hedging reserve 12 0.1 0.1

Retained profits 12 120.4 169.8

Shareholders’ funds 343.3 3 90.1

The accompanying Accounting policies and Notes to the Company financial statements are an integral part of this Company

balance sheet.

As permitted by Section 408 of the Companies Act 2006 the Company has elected not to present its own Company income

statement for the year. SIG plc reported a loss after tax for the financial year ended 31 December 2025 of £49.4m (2024:

£47.7m p r of i t).

The Financial statements were approved by the Board of Directors on 3 March 2026 and signed on its behalf by:

Pim Vervaat Ian Ashton

Director Director

Registered in England: 00998314

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Strategic report FinancialsGovernance

Company statement of changes in equity

for the year ended 31 December 2025

Called up

capital

£m

Treasury

reserve

£m

Merger

reserve

£m

Capital

redemption

reserve

£m

option

reserve

£m

Exchange

reserve

£m

Cash flow

hedging

reserve

£m

Cost of

hedging

reserve

£m

Retained

profits

£m

Total equity

£m

At 1 January 2024 118. 2 (11.6) 104.0 0.3 7.6 (0.2) (1.2) 0.1 122.1 339.3

Profit after tax – – – – – – – – 47.7 47.7

Other

comprehensive

expense – – – – – – (0.1) – – (0.1)

Total

comprehensive

(expense)/income – – – – – – (0.1) – 47.7 47.6

Purchase of

treasury shares – (0.9) – – – – – – – (0.9)

Credit to share

option reserve – – – – 4.1 – – – – 4.1

Settlement of share

options – 3.9 – – (3.9) – – – – –

At 31 December

2024 118. 2 (8.6) 104.0 0.3 7. 8 (0.2) (1.3) 0.1 169.8 3 9 0.1

Loss after tax – – – – – – – – (49.4) (49.4)

Other

comprehensive

income – – – – – – 1.2 – – 1.2

Total

comprehensive

income/(expense) – – – – – – 1.2 – (49.4) (48.2)

Purchase of

treasury shares – (1.6) – – – – – – – (1.6)

Credit to share

option reserve – – – – 3.0 – – – – 3.0

Settlement of share

options – 4.1 – – (4.1) – – – – –

At 31 December

2025 118.2 (6.1) 104.0 0.3 6.7 (0.2) (0.1) 0.1 120.4 343.3

The accompanying Accounting policies and Notes to the Company financial statements are an integral part of this Company

statement of changes in equity.

SIG Annual Report and Accounts 2025

194

Company accounting policies

for the year ended 31 December 2025

Basis of accounting

The separate financial statements of the Company are presented as required by the Companies Act 2006. They have been

prepared under the historical cost convention except for derivative financial instruments which are stated at their fair value.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between

market participants at the measurement date, regardless of whether that price is directly observable or estimated using another

valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of

the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the

measurement date. Fair value for measurement purposes in these financial statements is determined on such a basis, except

for share-based payment transactions that are within the scope of IFRS 2, leasing transactions that are within the scope of

IFRS 16, and measurements that have some similarities to fair value but are not fair value, such as net realisable value in

IAS2or value in use in IAS 36. Categorisation of fair value is set out in the Consolidated financial statements on page 130 to

132

The Company financial statements have been prepared in accordance with Financial Reporting Standard 101, “Reduced

Disclosure Framework” (FRS 101) and the Companies Act 2006 as applicable to companies using FRS 101. FRS 101 sets out

areduced disclosure framework for a qualifying entity that would otherwise apply the recognition, measurement and disclosure

requirements of UK adopted international accounting standards in conformity with the requirements of the Companies Act 2006.

The Company is a qualifying entity for the purposes of FRS 101.

Going concern

The Company closely monitors its funding position throughout the year, including monitoring compliance with covenants

andavailable facilities to ensure it has sufficient headroom to fund operations.

The Company’s financing facilities comprise €300m fixed rate secured notes, due October 2029, €13.5m fixed rate secured

notes, due November 2026, and a £90m Revolving Credit Facility (“RCF”) which expires in April 2029. The only financial

covenant within these facilities is a leverage maintenance covenant within the RCF, which is only effective if the facility is over

40% drawn (i.e. £36m) at a quarter end reporting date. The RCF was undrawn at 31 December 2025 and remains undrawn

atthe date of this report.

The Company has significant available liquidity and on the basis of current forecasts is expected to remain in compliance with

all banking covenants throughout the forecast period to 31 March 2027 (“the going concern period”).

The Company has no trading operations and therefore its ability to continue as a going concern is dependent on the trading of

its subsidiaries and the forecasts for the Group as a whole. The Directors have considered the Group’s forecasts which support

the view that the Group and Company will be able to continue to operate within its banking facilities and comply with its banking

covenants. The Directors have considered the following principal risks and uncertainties that could potentially impact the Group

and Company’s ability to fund its future activities and adhere to its banking covenants, including:

– prolonged challenging trading conditions in the Group’s larger businesses, leading to lower volumes;

– pricing pressure on sales and modest net input cost deflation; and

– current economic and political uncertainties, potentially further impacting market demand.

The forecasts on which the going concern assessment is based have been subject to sensitivity analysis and stress testing to

assess the impact of the above risks and the Directors have also reviewed mitigating actions that could be taken. Details are set

out in the Group going concern assessment on page 122.

The Directors have considered the impact of climate-related matters, but the impact on the Company is not considered to

create any material uncertainties related to events or conditions that could cast significant doubt upon the Company’s ability

tocontinue as a going concern.

On consideration of the above, the Directors believe that the Company has adequate resources to continue in operational

existence for the forecast period to 31 March 2027 and the Directors therefore consider it appropriate to adopt the going

concern basis in preparing the 2025 Company financial statements.

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Strategic report FinancialsGovernance

Company accounting policies continued

for the year ended 31 December 2025

New standards, interpretations and amendments adopted

A number of amendments and interpretations apply for the first time in 2025, but do not have an impact on the financial

statements of the Company. The Company has not early adopted any standards, interpretations or amendments that have

been issued but are not yet effective.

Exemptions applied in accordance with FRS 101

The following exemptions from the requirements of IFRS have been applied in the preparation of these financial statements,

inaccordance with FRS 101:

– the requirements of paragraphs 45(b) and 46 to 52 of IFRS 2 “Share-based Payment”;

– the requirements of IFRS 7 “Financial Instruments: Disclosures”;

– the requirements of paragraphs 91 to 99 of IFRS 13 “Fair Value Measurement”;

– the requirement in paragraph 38 of IAS 1 “Presentation of Financial Statements” to present comparative information

inrespect of:

(i) paragraph 79(a)(iv) of IAS 1; and

(ii) paragraph 73(e) of IAS 16 “Property, Plant and Equipment”

– the requirements of paragraphs 10(d), 10(f), 16, 38A to 38D, 40A to 40B, 111, and 134 to 136 of IAS 1 “Presentation

ofFinancial Statements”;

– the requirements of IAS 7 “Statement of Cash Flows”;

– the requirements of paragraphs 30 and 31 of IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors”;

– the requirements of paragraph 17 of IAS 24 “Related Party Disclosures”;

– the requirements in IAS 24 “Related Party Disclosures” to disclose related party transactions entered into between two

ormore members of a group; and

– the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d) to 134(f) and 135(c) to 135(e) of IAS 36 “Impairment of Assets”.

Share-based payments

The accounting policy for share-based payments is consistent with that of the Group as detailed on page 127.

Derivative financial instruments

The accounting policy for derivative financial instruments is consistent with that of the Group as detailed on page 132.

Financial assets and liabilities

The accounting policy for financial assets and liabilities is consistent with that of the Group as detailed on pages 130 to 132.

The Company has assessed on a forward-looking basis the expected credit losses associated with amounts owed by subsidiary

undertakings. The impairment methodology applied depends on the ability to repay amounts repayable on demand and

whether there has been any significant change in credit risk.

Investments

Fixed asset investments in subsidiaries are shown at cost less provision for impairment.

Tangible fixed assets

The accounting policy for tangible fixed assets is consistent with that of the Group as detailed on page 128.

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196

Intangible assets

The accounting policy for intangible fixed assets is consistent with that of the Group as detailed on page 128.

Foreign currency

The accounting policy for foreign currency is consistent with that of the Group as detailed on page 124.

Taxation

The accounting policy for taxation is consistent with that of the Group as detailed on page 126.

Dividends

Dividends proposed by the Board of Directors that have not been paid by the end of the year are not recognised in the

Accounts until they have been approved by the Shareholders at the Annual General Meeting.

Critical accounting judgements and key sources of estimation uncertainty

In the application of the Company’s accounting policies, which are described above, the Directors are required to make

judgements (other than those involving estimates) that have a significant impact on the amounts recognised and to make

estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other

sources.

The following are the critical judgements that the Directors have made in the process of applying the Company’s accounting

policies and that have had a significant effect on the amounts recognised in the financial statements. The judgements involving

estimations are dealt with separately below.

Recognition of deferred tax assets

Deferred tax assets are recognised for unused tax attributes to the extent that it is probable that taxable profit will be available

against which the attributes can be utilised, after consideration of available taxable temporary differences. The Company

has£13.8m (2024: £11.3m) of potential deferred tax assets relating to cumulative UK tax losses and other deductible timing

differences which are currently unrecognised as there is not considered to be sufficient convincing evidence at 31 December

2025 that sufficient future taxable profits will be available to allow the utilisation of the deductible temporary differences,

inparticular given the cumulative historic and current year tax loss position in the UK. This required significant management

judgement to determine the likely timing and level of future taxable profits and whether sufficient, convincing evidence was

available at 31 December 2025 to recognise the previously unrecognised deferred tax assets. If the Company were able to

recognise all unrecognised deferred tax assets, profit and equity would have increased by £13.8m. Further details are disclosed

in Note 11.

The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying value of the

assets and liabilities recognised by the Company within the next financial year are detailed below.

Impairment of fixed asset investments

Determining whether the Company’s investments are impaired requires an estimation of the investments’ value in use.

Thekeyestimates made in the value in use calculation in relation to trading subsidiaries are those regarding discount rates,

sales growth rates, gross margin and long-term operating profit growth. The Directors estimate discount rates using pre-tax

rates that reflect current market assessments of the time value of money for the Group.

The Company performs investment impairment reviews by forecasting cash flows based upon the following year’s budget as

abase, taking into account current economic conditions. The carrying amount of investments in subsidiaries at the balance

sheet date was £402.9m (2024: £401.2m).

Of the £402.9m net book value at 31 December 2025, £211.4m (2024: £209.7m) relates to the Company’s investment

inSIGTrading Limited, the largest UK trading subsidiary, and therefore assumptions regarding sales, gross margin and

operatingprofit growth of this subsidiary are considered to be the key areas of estimation in the impairment review process.

At31 December 2025 the carrying value was not supported by the future operating cash flows and an impairment of £28.3m

has been recognised.

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Strategic report FinancialsGovernance

Company accounting policies continued

for the year ended 31 December 2025

Critical accounting judgements and key sources of estimation uncertainty continued

£187.5m (2024: £187.5m) of the investment net book value relates to SIG European Holdings Limited, an intermediate holding

company which indirectly holds investments in the SIG Group’s European trading subsidiaries. At 31 December the carrying

value is supported by the future operating cash flows of the underlying trading subsidiaries.

Whilst the Directors consider the assumptions used in the impairment review to be realistic, if actual results are different from

expectations, then it is possible that the value of the investments included on the Company balance sheet could become impaired

further. Further details on the assumptions used in the forecast future cash flows of the underlying operating businesses of the

relevant subsidiaries and sensitivities to changes in these assumptions are provided in Note 5.

Impairment of amounts owed by subsidiary undertakings

At 31 December 2025 the Company has recognised amounts owed by subsidiary undertakings of £341.6m (2024: £380.5m).

The Company recognises an allowance for expected credit losses (“ECLs”) in relation to amounts owed by subsidiary

undertakings based on the ability to repay amounts repayable on demand and whether there has been any significant change

in credit risk. An ECL provision of £29.8m has been recognised at 31 December 2025 (2024: £25.9m) based on estimates

regarding the future cash flows from subsidiaries and taking account of the time value of money. Changes in the economic

environment or circumstances specific to individual subsidiaries could have an impact on recoverability of amounts included

onthe Company balance sheet at 31 December 2025 and level of ECL provision required in the future. We have estimated

thatthe impact of such potential changes could increase or reduce the ECL provision by up to c.10%.

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Notes to the Company financial statements

for the year ended 31 December 2025

1. Profit/(loss) for the year

The Auditor’s remuneration for audit and audit-related services to the Company was £0.9m (2024: £1.3m).

2. Share-based payments

The Company had three share-based payment schemes in existence during the year ended 31 December 2025 (2024: three).

The Company recognised a total charge of £0.7m (2024: £1.6m) in the year relating to share-based payment transactions, with

a total credit to equity of £3.0m (2024: £4.1m) including amounts relating to the employees of subsidiaries which are recharged

to the subsidiaries. Details of each of the share-based payment schemes can be found in Note 9 to the Consolidated financial

statements.

3. Dividends

No interim dividend was paid during 2025 (2024: £nil) and the Directors are not proposing a final dividend for the year ended

31December 2025 (2024: £nil). Total dividends paid during the year was £nil (2024: £nil). No dividends have been paid between

31 December 2025 and the date of signing the Company financial statements.

See Note 12 for further details on distributable reserves.

4. Staff costs

Particulars of employees (including Directors and employees recharged to the Company from a UK subsidiary) are shown below:

2025

£m

2024

£m

Employee costs during the year amounted to:

Wages and salaries 6.6 6.2

Social security costs 0.9 0.8

IFRS 2 share-based payment expense 0.6 1.6

Pension costs 0.3 0.3

Total 8.4 8.9

The average monthly number of persons that these costs relate to is as follows:

2025

Number

2024

Number

Management and administration 47 49

In addition to the above, redundancy and staff related costs of £0.5m (2024: £0.1m) have been included within Other items,

including £0.1m (2024: £nil) share-based payment expense.

5. Fixed asset investments

Fixed asset investments comprise investments in subsidiary undertakings, as follows:

2025

£m

2024

£m

Cost

At 1 January 888.4 650.9

Additions 30.0 237. 5

At 31 December 918.4 888.4

Accumulated impairment charges

At 1 January 487. 2 487.2

Impairment charge 28.3 –

At 31 December 515.5 487.2

Net book value

At 31 December 402.9 401.2

At 1 January 401.2 163.7

Details of the Company’s subsidiaries are shown on pages 204 to 206.

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Notes to the Company financial statements continued

for the year ended 31 December 2025

5. Fixed asset investments continued

The additions in the year relate to the conversion into equity of intercompany loan balances with SIG Trading Limited.

TheCompany subscribed for shares in SIG Trading Limited for £30.0m in December 2025, with the consideration offset

againstexisting amounts owed by them, resulting in an increase in investments of £30.0m and a corresponding decrease

inthebalance owed by them (see Note 8).

The additions in the prior year related to the conversion into equity of intercompany loan balances with certain subsidiaries.

TheCompany subscribed for shares in SIG European Holdings Limited for £187.5m in July 2024 and in SIG Trading Limited

for£50.0m in December 2024, with the consideration offset against existing amounts owed by these entities, resulting in an

increase in investments of £237.5m and a corresponding decrease in the balance owed from those subsidiaries.

Of the £402.9m (2024: £401.2m) investment net book value, £211.4m (2024: £209.7m) relates to SIG Trading Limited, the largest

UK trading subsidiary, and therefore assumptions regarding sales, gross margin and operating profit growth of this subsidiary

are considered to be the key areas of estimation in the impairment review process. At 31 December 2025 the carrying value

was not supported by the future operating cash flows and an impairment of £28.3m has been recognised.

£187.5m (2024: £187.5m) of the investment net book value relates to SIG European Holdings Limited, an intermediate holding

company which indirectly holds investments in the European trading subsidiaries. At 31 December the carrying value is

supported by the future operating cash flows of the underlying trading subsidiaries.

Whilst the Directors consider the assumptions used in the impairment review to be realistic, if actual results are different from

expectations, then it is possible that the value of the investments included on the Company balance sheet could become

impaired further. Further details on the assumptions used in the forecast future cash flows of the underlying operating businesses

of the relevant subsidiaries are provided in Note 11 of the Consolidated financial statements. The cash flows of SIG Trading

Limited comprise the CGUs of UK Interiors, UK Roofing, Performance Technology Group, Miers Construction Products,

Building Solutions and Ireland. All other CGUs are included in the cash flows relevant to SIG European Holdings Limited.

A2.0% reduction in forecast revenue in each year in each of the relevant operating companies included within SIG European

Holdings Limited, if incurred simultaneously in all companies and before considering any mitigations, would not indicate any

impairment in the investment in SIG European Holdings Limited. Note 11 of the Consolidated financial statements shows the

level of change in key assumptions required to lead to value in use of the underlying subsidiaries to equal their carrying value.

Ifthe reductions in revenue shown for Building Solutions, France Roofing and Germany, which are noted as being reasonably

possible scenarios, were incurred simultaneously, without considering any mitigations, this would lead to further impairment

inthe investment in SIG Trading Limited of c£23m, but would not indicate any impairment in the investment in SIG European

Holdings Limited.

6. Tangible fixed assets

The movement in the year was as follows:

Freehold land

and buildings

£m

Leasehold

improvements

£m

Plant and

machinery

£m

Total

£m

Cost

At 1 January 2024, 31 December 2024 and 2025 0.1 0.6 0.7 1.4

Depreciation

At 1 January 2024 0.1 0.2 0.6 0.9

Charge for the year – 0.1 – 0.1

At 31 December 2024 and 2025 0.1 0.3 0.6 1.0

Net book value

At 31 December 2024 and 2025 – 0.3 0.1 0.4

SIG Annual Report and Accounts 2025

200

7. Intangible fixed assets

The movement in the year was as follows:

Computer

software

£m

Total

£m

Cost

At 1 January 2024 1.0 1.0

Disposals (0.1) (0.1)

At 31 December 2024 and 2025 0.9 0.9

Depreciation

At 1 January 2024 0.8 0.8

Charge for the year 0.1 0.1

At 31 December 2024 and 2025 0.9 0.9

Net book value

At 31 December 2024 and 2025 – –

8. Debtors

2025

£m

2024

£m

Amounts owed by subsidiary undertakings 341.6 350.5

Derivative financial instruments 0.2 0.1

Prepayments 2.1 2.5

Debtors: due within one year 343.9 353.1

Amounts owed by subsidiary undertakings – 30.0

Derivative financial instruments – 0.1

Debtors: due after more than one year – 30.1

Total 343.9 383.2

The Group recognises an allowance for ECLs in relation to amounts owed by subsidiary undertakings based on the ability to

repay amounts repayable on demand and whether there has been any significant change in credit risk. An ECL provision of

£29.8m (2024: £25.9m) has been recognised at 31 December 2025 based on estimates regarding the future cash flows from

subsidiaries and taking account of the time value of money.

Amounts owed by subsidiary undertakings are measured at amortised cost and bear interest at rates between 0% and 8%.

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Strategic report FinancialsGovernance

9. Creditors: amounts falling due within one year

Note

2025

£m

2024

£m

Amounts owed to subsidiary undertakings 144.5 168.0

Secured notes 11.7 –

Accrued interest on secured notes 10 4.3 4.4

Derivative financial instruments 0.2 1.3

Accruals and other payables 6.7 7.3

Total 167.4 181.0

Amounts owed to subsidiary undertakings are measured at amortised cost, are unsecured and bear interest at rates between

0% and 7.25%.

Secured notes

As part of the debt refinancing in October 2024, the Group completed a refinancing of its debt arrangements, which resulted

in€13.5m of the previous secured notes remaining outstanding. These notes have a fixed coupon of 5.25% and are due for

repayment in November 2026.

10. Creditors: amounts falling due after one year

2025

£m

2024

£m

Secured notes 259.7 256.4

Derivative financial instruments – 0.1

Total 259.7 256.5

Secured notes

As part of the debt refinancing in October 2024, €300m new secured notes were issued with a fixed coupon of 9.75%, due

October 2029. The notes are guaranteed by certain subsidiaries of the Group and are secured by a first priority floating charge

over the assets of the Company and the relevant UK subsidiaries and by a security interest over the shares, material bank

accounts and intercompany receivables of the non-UK guarantor subsidiaries. The notes are recognised at amortised cost,

netof arrangement fees, of which £2.1m is unamortised at 31 December 2025 (2024: £2.7m).

The contractual repayment profile of the secured notes is shown below:

2025 2024

£m

Fixed interest

rate

% £m

Fixed interest

rate

Total gross amount repayable in 2026 – – 11.2 5.25%

Total gross amount repayable in 2029 261.8 9.75% 247.9 9.75%

Unamortised fees (2.1) (2.7)

Secured notes due after more than one year 259.7 256.4

Total gross amount repayable in 2026 11.7 5.25% – –

Accrued interest repayable within one year 4.3 4.4

Total secured notes 275.7 260.8

11. Deferred tax

Deferred tax has not been recognised on trading losses and other deductible temporary differences of £55.3m (2024: £45.2m)

on the basis that the realisation of their future economic benefit is uncertain. The unrecognised potential deferred tax asset

inrelation to this is £13.8m (2024: £11.3m). At the balance sheet date, there are no aggregate temporary differences associated

with investments in subsidiaries for which deferred tax liabilities have not been recognised.

Notes to the Company financial statements continued

for the year ended 31 December 2025

SIG Annual Report and Accounts 2025

202

12. Capital and reserves

a) Called up share capital

2025

£m

2024

£m

Authorised:

1,390,000,000 ordinary shares of 10p each (2024: 1,390,000,000) 139.0 139.0

Allotted, called up and fully paid:

1,181,556,977 ordinary shares of 10p each (2024: 1,181,556,977) 118.2 118. 2

During 2025 the Company allotted no shares (2024: no shares) from the exercise of share options.

b) Treasury shares

Treasury shares relate to shares purchased by the EBT to satisfy awards made under the Group’s share plans which are

notvested and beneficially owned by employees. 15,120,568 (2024: 3,001,375) shares were purchased during the year at

aweighted average cost of 10.9p (2024: 28.7p) per share, and 9,948,089 (2024: 8,808,795) shares were issued relating to

thesettlement of share awards. A total of 25,786,559 own shares are outstanding at 31 December 2025 (2024: 20,614,080).

c) Reserves

Details of all movements in reserves are shown in the Company statement of changes in equity.

The share option reserve represents the cumulative equity-settled share option charge under IFRS 2 “Share-based payments”

less the value of any share options that have been exercised, including amounts relating to employees of subsidiaries which

arerecharged to subsidiaries.

The cash flow hedging and cost of hedging reserves represents movements in the Consolidated balance sheet as a result

ofmovements in the fair value of cash flow hedges which are taken directly to reserves as detailed in the Accounting policies.

The merger reserve principally represents the premium on ordinary shares issued during a prior year through the use of

acashbox structure.

The Company maintains its positive distributable reserves position and continues to review the Group structure to optimise

reserves. At 31 December 2025 the Company had distributable reserves of £197.4m (2024: £266.1m), principally comprising

theretained profits, excluding unrealised intercompany interest, together with the element of the merger reserve created

through the cash box structure noted above.

13. Guarantees and contingent liabilities

a) Guarantees

At 31 December 2025 the Company had provided a guarantee to the landlord of a leasehold property of one of the UK

subsidiary companies. The maximum liability that could arise from this is £6.2m. No provision has been made in these financial

statements as it is not considered likely that any loss will be incurred in connection with this.

b) Contingent liabilities

As at the balance sheet date, the Company had outstanding obligations under a standby letter of credit of up to £4.1m

(2024:£4.3m). This standby letter of credit, issued by HSBC Bank plc, is in respect of the Group’s insurance arrangements.

14. Related party transactions

Remuneration of key management personnel

The total remuneration of the Directors of the Group Board, who the Group considered to be its key management personnel,

isprovided in Note 4 of the Consolidated financial statements. In addition, the Company recognised a share-based payment

charge under IFRS 2 of £0.7m (2024: £1.6m).

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Strategic report FinancialsGovernance

Group companies 2025

This Note provides a full list of the related undertakings of SIG plc in line with the Companies Act 2006 (“CA 2006”)

requirements.

In accordance with Section 409 of the CA 2006 a full list of related undertakings, the country of incorporation, registered office

address and the effective percentage of equity owned, as at 31 December 2025 is disclosed below. Unless otherwise stated,

the share capital disclosed comprises ordinary or common shares which are held by subsidiaries of SIG plc.

Group companies	Euroform Products Limited (England) (ii) (xxii)
Fully owned subsidiaries (United Kingdom)	F30 Building Products Limited (England) (xxii)
A. M. Proos & Sons Limited (England) (ii) (xxii)	Fibreglass Insulations Limited (England) (ii) (xxii)
A. Steadman & Son (Holdings) Limited (England) (ii) (xxii)	Flex-R Limited (England) (ii) (ix)
A. Steadman & Son Limited (England) (ii) (xxii)	Formerton Limited (England) (ii) (xxii)
Aaron Roofing Supplies Limited (England) (ii) (xxii)	Formerton Sheet Sales Limited (England) (ii) (xxii)
Acoustic and Insulation Manufacturing Limited (England)	Gutters & Ladders (1968) Limited (England) (ii) (xxii)
(ii) (xxii)
Advanced Cladding & Insulation Group Limited (England)	HHI Building Products Limited (Northern Ireland) (ii) (xxii)
(ii) (xxii)	Insulation & Machining Services Limited (England) (ii) (v)
Ainsworth Insulation Limited (England) (ii) (xi)	Insulslab Limited (England) (ii) (xxii)
Ainsworth Insulation Supplies Limited (England) (ii) (xiii)	John Hughes (Roofing Merchant) Limited (England) (ii) (xxii)
AIS Insulation Supplies Limited (England) (ii) (xxii)	John Hughes (Wigan) Limited (England) (ii) (xxii)
Asphaltic Roofing Supplies Limited (England) (ii) (xxii)	Jordan Wedge Limited (England) (ii) (xxii)
Auron Limited (England) (ii) (xix)	Kesteven Roofing Centre Limited (England) (ii) (xxii)
BBM (Materials) Limited (England) (ii) (xxii)	Kestral Construction Products Limited (England) (xxii)
Bowller Group Limited (England) (ii) (xxii)	Kitson’s Thermal Supplies Limited (England) (ii) (v)
Building Solutions (National) Limited (England) (xxii)	Leaderflush+Shapland Holdings Limited (England)(ii)(xxii)
Cheshire Roofing Supplies Limited (England) (ii) (xxii)	Lifestyle Partitions and Furniture Limited (England) (ii) (vi)
Clydesdale Roofing Supplies (Leyland) Limited (England)	London Insulation Supplies Limited (England) (ii) (xxii)
(ii) (xxii)	MacGregor & Moir Limited (Scotland) (ii) (xxii)
CMS Danskin Acoustics Limited (England) (ii) (xxii)	Mayplas Limited (England) (ii) (ix)
Coleman Roofing Supplies Limited (England) (ii) (xxii)	MCP Fixings Limited (England) (xxii)
Complete Construction Products Limited (England) (xxii)	Miers Construction Products Limited (England) (xxii)
CPD Distribution plc (England) (ii) (xxii)	Ockwells Limited (England) (ii) (vii)
Dane Weller Holdings Limited (England) (ii) (xxii)	Omnico (Developments) Limited (England) (ii) (xxii)
Danskin Flooring Systems Limited (Scotland) (ii) (xxii)	Omnico Plastics Limited (England) (ii) (xxii)
Davies & Tate plc (England) (ii) (xxii)	One Stop Roofing Centre Limited (England) (ii) (xxii)
	Orion Trent Holdings Limited (England) (ii) (xvii)
	Orion Trent Limited (England) (ii) (xi)

Other information

SIG Annual Report and Accounts 2025

204

Penlaw & Company Limited (England) (xxii)	Specialised Fixings Limited (England) (ii) (xxii)
Penlaw Fixings Limited (England) (xxii)	Specialist Fixings and Construction Products Limited (ii) (xxii)
Penlaw Norfolk Limited (England) (xxii)	Support Site Limited (England) (i) (ii) (xxii)
Penlaw Northwest Limited (England) (xxii)	Tenon Partition Systems Limited (England) (ii) (xxii)
Roberts & Burling Roofing Supplies Limited (England) (ii) (xxii)	The Coleman Group Limited (England) (ii) (xviii)
Roof Shop Limited (England) (ii) (xxii)	The Greenjackets Roofing Services Limited (England) (ii) (xv)
Roofing Centre Group Limited (England) (ii) (xxii)	Thomas Smith (Roofing Centres) Limited (England) (ii) (xxii)
Roofing Material Supplies Limited (England) (ii) (xxii)	Trent Insulations Limited (England) (ii) (xxii)
Scotplas Limited (England) (ii) (xxii)	Trimform Products Limited (England) (ii) (xxii)
Sheffield Insulations Limited (England) (i) (ii) (xxiii)	Undercover Holdings Limited (England) (ii) (xxii)
Shropshire Roofing Supplies Limited (England) (ii) (xxii)	Undercover Roofing Supplies Limited (England) (ii) (v)
SIG Building Solutions Limited (England) (ii) (xxii)	United Roofing Products Limited (England) (ii) (xxii)
SIG Building Systems Limited (England) (ii) (xxii)	Wedge Roofing Centres Holdings Limited (England) (ii) (xxii)
SIG Dormant Company Number Eight Limited (England) (ii) (iv)	Wedge Roofing Centres Limited (England) (ii) (xxii)
SIG Dormant Company Number Eleven Limited (England)	Weymead Holdings Limited (England) (ii) (xv)
(ii) (xxii)	Window Fitters Mate Limited (England) (ii) (xxii)
SIG Dormant Company Number Seven Limited (England)	Woods Insulation Limited (England) (ii) (xxii)
(i) (ii) (xxii)	Zip Screens Limited (England) (i) (ii) (xxii)
SIG Dormant Company Number Six Limited (England) (ii) (xxii)
SIG Dormant Company Number Ten Limited (England)	Fully owned limited partnership
(i) (ii) (xvii)	The	2018	SIG Scottish Limited Partnership (Scotland) (xxi)
SIG Dormant Company Number Three Limited (England)	Controlling interests (United Kingdom)
(i) (ii) (xxii)	Passive Fire Protection (PFP) UK Limited (England) (51%)
SIG EST Trustees Limited (England) (i) (ii) (xxii)	Registered Office Address: Adsetts House, 16 Europa View,
SIG European Holdings Limited (England) (i) (xxii)	Sheffield Business Park, Sheffield, S9 1XH, United Kingdom
SIG European Investments Limited (England) (xxii)	Fully owned subsidiaries (overseas) (including registered
SIG Group Life Assurance Scheme Trustees Limited	office addresses)
(England) (ii) (xxii)	Gate Pizzaras SL (Spain) – Ctra.N-VI. 399-24550, Villamartin
SIG (IFC) Limited (England) (xxii)	de la Abadia, Carracedlo, Leon, Spain
SIG International Trading Limited (England) (i) (xxii)	Isolatec b.v.b.a. (Belgium) – Scheepvaartkaai 5, 3500 Hasselt,	Belgium
SIG Logistics Limited (England) (ii) (xxii)		J S McCarthy Limited (Ireland) – Ballymount Retail Centre,
SIG Manufacturing Limited (England) (ii)(xxii)	Ballymount Road Lower, Dublin 24, Ireland
SIG Retirement Benefits Plan Trustee Limited (England)		Larivière S.A.S. (France) – 3 rue Jean Zay – 49100, Angers,
(i) (ii) (xxii)	France
SIG Roofing Limited (England) (ii) (xxii)	Malakoff, France		LiTT Diffusion S.A.S. (France) – 40 rue Gabriel Crie, 92240
SIG Roofing Supplies Limited (England) (i) (ii) (xxii)	SIG LOG S.A.S. (France) – 40 rue Gabriel Crie, 92240
SIG Scots Co Limited (Scotland) (i) (xxii)	Malakoff, France
SIG Specialist Construction Products Limited (England)	Meldertse Plafonneerartikelen N.V. (Belgium) – Bosstraat 60,
(ii) (xxii)	3560	Lummen, Belgium
SIG Trading Limited (England) (i) (xxii)	MIT International Trade S.L (Spain) – Carretera Sarria
S M Roofing Supplies Limited (England) (xxii)	a Vallvidrera 259, Local 08017, Barcelona, Spain
Solent Insulation Supplies Limited (England) (ii) (xxii)
South Coast Roofing Supplies Limited (England) (ii) (xxii)

SIG Annual Report and Accounts 2025

205

Other information

Fully owned subsidiaries (overseas) (including registered

office addresses) continued

SIG Belgium Holdings N.V. (Belgium) – Bosstraat 60, 3560

Lummen, Belgium

SIG Building Products Limited (Ireland) – Ballymount Retail

Centre, Ballymount Road Lower, Dublin 24, Ireland

SIG Construction GmbH (Germany) – Maybachstrasse 14,

63456 Hanau-Steinheim, Germany

SIG Financing (Jersey) Limited (Jersey) – 44 Esplanade,

St Helier, JE4 9WG, Jersey

SIG France S.A.S. (France) – 40 rue Gabriel Crie,

92240 Malakoff, France

SIG Germany GmbH (Germany) – Maybachstrasse 14,

63456 Hanau-Steinheim, Germany

SIG Holdings B.V. (The Netherlands) – Industrieweg 17,

5145 PD Waalwijk, The Netherlands

SIG Nederland B.V. (The Netherlands) – Industrieweg 17,

5145 PD Waalwijk, The Netherlands

SIG Property GmbH (Germany) – Maybachstrasse 14,

63456 Hanau-Steinheim, Germany

SIG Trading (Ireland) Limited (Ireland) – Ballymount Retail

Centre, Ballymount Road Lower, Dublin 24, Ireland

SIG Sp. z.o.o. (Poland) – ul. Kamienskiego 51, 30-644

Krakow, Poland

Sitaco Sp. z.o.o. (Poland) – ul. Kamienskiego 51, 30-644

Krakow, Poland

Sitaco Spolka z ograniczona odpowiedzialnością sp.k.

(Poland) – ul. Kamienskiego 51, 30-644 Krakow, Poland

WeGo Systembaustoffe GmbH (Germany) – Maybachstrasse

14, 63456 Hanau-Steinheim, Germany

Notes

(i) Directly owned by SIG plc

(ii) Dormant company

(iii) Ownership held in cumulative preference shares

(iv) Ownership held in ordinary shares and 12% cumulative

redeemable preference shares

(v) Ownership held in ordinary shares and preference

(vi) Ownership held in ordinary shares and deferred

ordinary shares

(vii) Ownership held in ordinary shares and class A ordinary

(viii) Ownership held in ordinary shares and class B ordinary

(ix) Ownership held in ordinary shares, class A ordinary

shares and class B ordinary shares

(x) Ownership held in ordinary shares, class B ordinary

shares and class C ordinary shares

(xi) Ownership held in ordinary shares, class A ordinary

shares, class B ordinary shares and class C ordinary

(xii) Ownership held in ordinary shares and class E ordinary

(xiii) Ownership held in ordinary shares, class A ordinary

shares, class B ordinary shares, class C ordinary

shares, class D ordinary shares, class E ordinary

shares, class F ordinary shares and class G ordinary

(xiv) Ownership held in class A ordinary shares

(xv) Ownership held in class A ordinary shares and class B

ordinary shares

(xvi) Ownership held in class A ordinary shares, class B

ordinary shares and class C ordinary shares

(xvii) Ownership held in class A ordinary shares, class B

ordinary shares and preference shares

(xviii) Ownership held in class A ordinary shares, class B

ordinary shares and cumulative redeemable preference

(xix) Ownership held in class B ordinary shares and

preference shares

(xx) Ownership held in class AA ordinary shares, class AB

ordinary shares, class AC ordinary shares, class AD

ordinary shares, class AE ordinary shares, class AF

ordinary shares, class AG ordinary shares, class B

ordinary shares and class C ordinary shares

(xxi) Limited partner SIG Retirement Benefit Plan Trustee

Limited

(xxii) Ownership held in ordinary shares

(xxiii) Ownership held in ordinary shares and cumulative

preference shares

(xxiv) Ownership held in ordinary shares, preference shares

and redeemable preference shares

SIG Annual Report and Accounts 2025

206

Company information

Financial calendar

Annual General Meeting

Thursday 30 April 2026

Interim results 2026

Tuesday 4 August 2026

Full-year results 2026

March 2027

Annual Report and Accounts 2026

posted to shareholders

March 2027

Group General Counsel &

Company Secretary

Andrew Watkins

Registered number

Registered in England 00998314

Corporate and Registered office

Adsetts House

16 Europa View

Sheffield Business Park

Sheffield S9 1XH

Tel: +44 (0) 114 285 6300

Email: info@sigplc.com

Company website

www.sigplc.com

Listing details

Market Reference Sector

UK Listed

SHI.L Support Services

Registrars and transfer office

Computershare Investor Services PLC

The Pavilions

Bridgwater Road

Bristol BS99 6ZY

Shareholder analysis at 31 December 2025

Size of shareholding

Number of

shareholders %

Number of

ordinary shares %

0 – 999 516 35.96% 196,437 0.02%

1,000 – 4,999 498 34.70% 1,115,078 0.09%

5,000 – 9,999 128 8.92% 853,587 0.07%

10,000 – 99,999 148 10.31% 4,981,730 0.42%

100,000 – 249,999 36 2.51% 6,099,913 0.52%

250,000 – 499,999 18 1.25% 6,662,360 0.56%

500,000 – 999,999 25 1.74% 17, 82 8, 241 1.51%

1,000,000 + 66 4.60% 1,143,819,6 31 96.81%

Total 1,435 100.00% 1,181,556,977 100.00%

Auditor

Ernst & Young LLP

No. 1 Colmore Square

Birmingham B4 6HQ

Solicitors

Ashurst LLP

Fruit & Wool Exchange

1 Duval Square

London E1 6PW

Principal bankers

National Westminster Bank plc

250 Bishopsgate

London EC2M 4AA

Barclays Bank plc

Level 25

1 Churchill Place

London E14 5HP

BNP Paribas

London Branch

10 Harewood Avenue

London NW1 6AA

Lloyds Bank plc

1 Lovell Park Road

Leeds LS1 2HL

HSBC UK Bank plc

4th Floor City Point

Leeds LS2 8DA

Joint stockbrokers

Peel Hunt LLP

100 Liverpool Street

London EC2M 2AT

Investec Bank plc

30 Gresham Street

London EC2V 7QP

Financial public relations

FTI Consulting LLP

200 Aldersgate

Aldersgate Street

London EC1A 4HD

Shareholder enquiries

Our share register is managed by

Computershare, who can be contacted

by telephone on:

Overseas callers* +44 370 707 1293

24-hour helpline* 0370 707 1293

Text phone 0370 702 0005

* Operator assistance available between 08:30

and17:30 UK time each business day.

Email: Access the Computershare

website www-uk.computershare.com/

Investor and click on ‘Contact Us’, from

where you can email Computershare.

Post: Computershare, The Pavilions,

Bridgwater Road, Bristol BS99 6ZY,

United Kingdom.

SIG Annual Report and Accounts 2025

207

Notes

SIG Annual Report and Accounts 2025

208

Designed and produced by TEAM LEWIS teamlewis.com/uk

CBP029753

Website and electronic

communications

Shareholders receive notification of

the availability of the results to view

or download on the Group’s website

www.sigplc.com, unless they have elected

to receive a printed version of the results.

We encourage our shareholders to accept

all shareholder communications and

documents electronically instead of

receiving paper copies by post as this

helps to reduce the environmental impact

by saving on paper and also reduces

distribution costs.

If you sign up to electronic communications,

instead of receiving paper copies of

theannual financial results, notices of

shareholder meetings and other shareholder

documents through the post, you will

receive an email to let you know this

information ison our website.

If you would like to sign up to receive

all future shareholder communications

electronically, please register through

our registrars Computershare at

www.investorcentre.co.uk/ecomms.

Registered office

Adsetts House

16 Europa View

Sheffield Business Park

Sheffield S9 1XH

T: +44 (0) 114 285 6300

E: info@sigplc.com

www.sigplc.com

Registered number:

00998314

Registered in England