STRATEGIC
PROGRESS
BUILDING
MOMENTUM
RS Group plc
Annual Report and Accounts 2026
Governance report
Chairmanās letter 71
Board of Directors 72
Governance at a glance 75
Our governanceī¢framework 76
Board activities during the year 79
Board engagement 82
Board performance review 83
Board appointments, time
commitments and development 85
Compliance with the UK
Corporate Governance Code 86
Nomination Committee report 87
Audit Committee report 91
Directorsā Remuneration report 98
Directorsā report 118
Statement of Directorsā
responsibilities 121
Financial statements
Independent Auditorsā report 122
Group accounts 130
Company accounts 176
Five-year record 181
Other information
Shareholder information 182
Glossary of terms 184
Strategic report
Performance highlights 1
Chairmanās introduction 2
At a glance 5
Our marketplace 6
Our strategy 8
Chief Executive Officerās
(CEO) review 9
Our business model 15
Our stakeholders 16
Our growth ambitions 19
Key performance indicators 20
Financial review 24
Regional review 29
Risks, viability and going concern 33
Environment, social
and governance 41
Task Force on Climate-related
Financial Disclosures (TCFD) 62
Non-financial and sustainability
information statement 68
Section 172 statement 69
We have included a glossary of terms at the end of
this document to help explain our acronyms.
For information about your shareholding visit:
rsgroup.com/investors/shareholder-information
As a global provider of product and service solutions for
industrial customers, we stay ahead in a rapidly evolving world
through focused execution and longāterm thinking. Two years
into our strategic plan, we are delivering a stronger proposition
for our stakeholders and building momentum to capture
growth and further increase market share. Our actions today
are unlocking longāterm value for RS Group, our stakeholders,
and society ā building on responsibility, inclusivity, and strong
strategic foundations that are powering progress.
HOW WE SHAPE
FUTURE VALUE
STRATEGIC
PROGRESS
BUILDING
MOMENTUM
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RS Group plc Annual Report and Accounts 2026
Performance highlights
ESG GLOBAL GOALS
+ Read more on pages 41 to 67
FINANCIAL
+ Read more on page 24
Revenue
Ā£2,881m
Change: (1)%
Profit before tax
Ā£220m
Change: +7%
Adjusted
1
operating profit margin
9.2%
Change: (0.2) pts
Basic earnings per share
34.6p
Change: +6%
Dividend per share
22.9p
Change: +2%
Like-for-like
1
revenue change
(0)%
Change: +2 pts
Adjusted
1
profit before tax
Ā£246m
Like-for-like change: (2)%
Adjusted
1
free cash flow
Ā£202m
Change: (6)%
Adjusted
1
basic earnings per share
38.7p
Like-for-like change: (2)%
Return on capital employed
1
15.4%
Change: +0.2 pts
1. An alternative performance measure (APM). Definitions of APMs together with the rationale for presenting such measures and how
these measures have been calculated can be found in Note 3 on pages 137 to 141.
2. Progress includes emissions from acquisitions within all reporting years from 2019/20 to 2025/26, excluding BPX Group which will be
added to current and historic years in 2026/27.
Operating profit margin
8.3%
Change: +0.3 pts
Net cash generated from
operations
Ā£351m
Change: +1%
ADVANCING
SUSTAINABILITY
67%
Reduction in Scope 1 and 2
emissions since 2019/20
2
2024/25: 64%
EMPOWERING
OUR PEOPLE
75
employee engagement
score
2024/25: 72
CHAMPIONING
YOUTH &
COMMUNITIES
968k
young engineers and
students supported since
2020/21
2024/25: 913k
DOING BUSINESS
RESPONSIBLY
59%
of suppliers by spend have
an EcoVadis rating to drive
ESG performance
2024/25: 55%
ESG RATINGS
AND STANDARDS
Climate leadership
score: A
Medal rating:
Platinum
Global top 50
ESG companies
2026 rating: AA
S&P: included in
Sustainability Yearbook
GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
1
STRATEGIC REPORT
DELIVERING PROGRESS IN A
CHALLENGING ENVIRONMENT
Rona Fairhead
Chairman
This has been a year in which
our disciplined strategic focus,
coupled with the resilience
of our people, has continued
to drive progress, despite an
uncertain and challenging
market backdrop.ā
Greater alignment and focus,
enhanced agility and capability,
and improved execution
combine to deliver progress
in a challenging environment.
My sincere thanks, and those of the entire
Board, goes to everyone at RS Group for their
energy and expertise. We would also like to
acknowledge the leadership of Simon Pryce
and Kate Ringrose, and the dedication of
our Executive Committee (ExCo) and wider
management teams, whose leadership have
been instrumental throughout the year.
Value creative acquisitions are part of our
strategy and we have been disciplined in
our capital allocation policy. We are pleased
to extend a warm welcome to the BPX team
following the completion of this acquisition in
March 2026. BPX complements RSā strengths
in automation and control and enhances our
technical capabilities and high service focus.
This year has also been about completing the
integration of our Distrelec business, a major
milestone being the closure of their distribution
centre in the Netherlands. Common to all
integrations, this created some short-term
disruption, however we have successfully
delivered synergies that now exceed the original
business plan. The integration has also provided
valuable learnings that will support future
acquisitions and integrations.
+ More details on our BPX acquisition can be
found on page 19
Our strategy
This was the second year of our multi-year
strategic plan, and despite market challenges,
we have made good progress towards becoming
a stronger and more agile business, which
should resonate with all our stakeholders.
During the year, we made strong progress
across many areas with much of our investment
focusing on customer-facing data, systems, and
processes. We are now moving into activation
phase. These front-end investments will drive
deeper customer insight, enabling us to make
better informed decisions, and in turn drive
an improved customer experience. All of this
positions the business for accelerated growth.
As part of our digital commerce platform
upgrade in the US, we had some short-term
disruption to our US sales, which somewhat
slowed our growth in the first half of the year.
Learnings from this are now documented, and
we are starting the phased rollout out of the
digital commerce platform in EMEA this year.
Another key area of focus has been investment
in our people, including the addition of two
new Executive members to the leadership
team. During the year we launched the
Leadership Advantage Programme for 90 of
our senior leaders, including all members of
the ExCo to support in developing the skills
and capabilities needed to drive our long-term
ambitions. We have also made meaningful
progress in strengthening our supply chain
management, enhancing our solutions offering,
and driving operational excellence. Together,
these initiatives give us strong confidence as
we look to the coming years, where we can fully
deploy these enhancements to drive market
share gains, improve efficiency, and expand
operating leverage.
+ See pages 8 to 14 for more details on
our strategy
Chairmanās introduction
RS Group plc Annual Report and Accounts 20262
Our culture and values
RS Groupās strong and cohesive culture remains
one of our greatest assets and is a key enabler
of our strategy. Because our values were shaped
by our people, they provide a shared language
and a unifying framework that reflects life at
RS. They guide everyday behaviours, support
constructive challenge, and help set clear
expectations of what good looks like across
the Group.
As they become further embedded into
our ways of working, they are improving
consistency, collaboration, and accountability
across teams, functions, and geographies,
and underpinning how we work together
to deliver for stakeholders, support ethical
and responsible decision-making, and drive
sustainable, long-term performance.
Over the past year, the Board has seen clear
evidence that our four values are increasingly
shaping how our people think, behave, and
make decisions as one team, who deliver
brilliantly, by doing the right thing, to make
every day better for all our stakeholder groups.
This has been reflected in colleague feedback,
a 3 point uplift on last yearās engagement score,
and is demonstrated in behaviours every day.
+ See pages 10, 16 and 51 to 54 for more on our
culture and values
Our stakeholders
Our vision remains resolute: to be the first
choice for all our stakeholders. Engagement with
our people, customers, suppliers, communities
around us, and, importantly, our shareholders, is
a core part of how we operate and informs the
Boardās oversight and strategic decision-making.
Throughout the year, the Board has engaged
with colleagues across the organisation
through events such as site visits, deep dives,
and engagement sessions. These interactions
reinforce the Boardās confidence in the strength,
cohesiveness, and capability of our leadership
and teams worldwide.
Our customers are central to the Groupās
long-term success. We recognise that
enduring customer relationships are built on
trust, ease of doing business, and an ability
to support customers as their needs evolve.
Significant investment and progress has been
made in enhancing customer engagement
through the integration of global data and
the deployment of Customer Relationship
Manager (CRM) and data platforms, enabling
a more targeted and personalised approach.
Early results demonstrate improved conversion,
increased sales opportunities and growth in
higher-value customer segments.
Our suppliers play a vital role in enabling
the breadth, quality, and innovation of our
offer to our customers. Our trusted supplier
partnerships are a key source of competitive
advantage, supporting responsible growth and
shared value creation. We continue to engage
closely with suppliers to enhance collaboration,
promote high ethical and environmental,
social and governance (ESG) standards, and
ensure partnerships remain aligned with the
Groupās strategic priorities. This approach
enhances resilience across our value chain while
supporting suppliers in reaching end-users
effectively and responsibly.
We continue to embed robust ESG practices
throughout our operations. Our ESG
commitment remains a genuine competitive
advantage, not only through our strong external
ratings and recognition, but also because our
approach helps our customers and suppliers
meet their own sustainability targets and drives
commercial benefit for the Group. Our Better
World product range comprises more than
33,000 products, underpinned by an industry
standard, claims-based framework, it enables
customers to make more sustainable choices
while improving efficiency and reducing costs.
Alongside this, we continue to drive efficiencies
across our operations and logistics to reduce
cost and carbon, having reduced our scope 1
and 2 emissions by 67% since 2019/20, and
remain on track to deliver our target of 75%
reduction by 2030.
We remain committed to enabling and
empowering our people to make a meaningful
difference in their communities through our
Local Community Fund and paid volunteering
days. We are proud to support our Group-wide
employee vote to select our global social impact
partner for the next three years, SolarAid.
This year, we continued extensive engagement
with shareholders across global markets,
including numerous meetings with investors
and ongoing dialogue through our leadership
teams. Following the approval of the 2025
Remuneration Policy by shareholders at
the Annual General Meeting (AGM) in July
2025, we undertook focused engagement to
ensure our approach remains aligned with
shareholder expectations.
+ More details regarding our engagement with
stakeholders can be found on pages 16 to 18
OUR CULTURE AND VALUES
Shaped by our people across the business,
our values capture what matters to us and
how we show up every day. Introduced in
2024, they help guide decisions, recognise
positive behaviours and strengthen our
shared culture, supporting our people,
our teams, and the successful delivery of
our strategy.
We listen, respect, and
trust each other. We seek
diverse perspectives.
We collaborate with
purpose, as one
connected team.
We are empowered, take
ownership, and deliver
what customers need with
energy and passion.
We care about our impact
on colleagues, customers,
suppliers, and communities,
today and tomorrow.
We are adaptable, agile,
and inspired to innovate
and make positive changes,
always finding ways
to improve, challenge,
and simplify.
GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
3
STRATEGIC REPORT
Looking ahead
With a clear and consistent strategic focus,
a strengthened operating model, a strong
and improving leadership and a cohesive
culture, RS Group is well positioned to
capture meaningful growth opportunities
as markets recover.
Following two years of targeted investment
and strategic evolution, we enter the year
ahead with strong momentum and a disciplined
focus on what is within our control. We are now
beginning to leverage the capabilities we have
built in our front-end systems to drive growth
and further increase market share.
We are shaping a stronger future position,
with the ambition and confidence to deliver
sustained growth and compelling returns in
the years ahead.
Rona Fairhead
Chairman
Our Board
RS Group has an outstanding Board of Directors,
whose diverse experience, insight, and ability to
challenge continues to reinforce our governance
and strategic oversight with the support of our
experienced ExCo.
During the year, Carole Cran and Miles Roberts,
who both joined the Board at the end of 2024/25,
undertook an intensive induction programme,
and have already brought significant insights to
our discussions. Louisa Burdett stepped down
from the Board with effect from 31 January 2026.
I would very much like to thank Louisa for her
invaluable and dedicated contribution over her
nine-year tenure.
This year, the Board carried out an externally
facilitated annual performance review. We are
pleased to confirm that the Board is viewed
as strong and operating very effectively.
We will however continue to find ways to
use the feedback to improve further our
ongoing focus on effectiveness, succession
planning, and continued enhancement of our
governance framework.
+ See pages 83 and 84 for more details
Returning value to shareholders
We recognise the importance of returning
capital to shareholders and remain committed
to a progressive dividend policy, supported
by disciplined and efficient balance sheet
management. We are therefore pleased to
announce a further increase in our dividend
to 22.9p. Our approach to capital allocation
continues to prioritise investment in the
business ahead of inorganic opportunities,
ensuring long-term value creation. If we
have additional capital to deploy, the Board
will consider how best to return any surplus
to shareholders ā alongside the committed
dividend ā whilst maintaining an efficient
balance sheet. The Board is also mindful
of the need to remain flexible to pursue
value-accretive opportunities as they arise.
Chairmanās introduction continued
Following two years of targeted
investment and strategic
evolution, we enter the year
ahead with strong momentum
and a disciplined focus on
what is within our control.ā
RS Group plc Annual Report and Accounts 20264
At a glance
41% 13% 3% 6% 6%
4%
6%21%
OUR PURPOSE
Why we exist
Making amazing
happen for a
better world
+ Read more on pages 41 to 67
OUR VISION
Where we are going
To be first
choice for all our
stakeholders
+ Read more on pages 16 to 18
OUR VALUES
How we do business
+ Read more on page 3
CONNECTING CUSTOMERS AND SUPPLIERS
We are a high-service global product and
service solutions provider for industrial
customers, enabling them to operate
efficiently and sustainably.
OPERATING IN 33 COUNTRIES
SUPPORTING CUSTOMERS ACROSS A RANGE OF INDUSTRIES
MULTIPLE PRODUCT CATEGORIES
EMEA
Revenue
Ā£1,803m
Change: 1%
Like-for-like change: (1)%
2024/25: Ā£1,777m
+ Read more on page 29
AMERICAS
Revenue
Ā£855m
Change: (6)%
Like-for-like change: (2)%
2024/25: Ā£907m
+ Read more on page 31
ASIA PACIFIC
Revenue
Ā£223m
Change: 2%
Like-for-like change: 5%
2024/25: Ā£219m
+ Read more on page 32
Design and Discrete
Manufacturing
Automation & Control (A&C)
and Electrification
Cables &
Connectors
Semis &
Passives
Facilities &
Maintenance
Test &
Measurement
Other
Mechanical
& Fluid Power
Personal
Protection
Equipment
& Site Safety
Process
Manufacturing
Facilities and
Intralogistics
Energy and
Utilities
EMEA
62%
Americas
30%
Asia Pacific
8%
Group Revenue
Ā£2,881m
Group revenue
Change: (1)%
Like-for-like change: (0)%
2024/25: Ā£2,904m
Share of
revenue*:
Share of
revenue:
36% 14% 31% 8%
SMALL BATCH, CONFIGURED PRODUCTION PLANNED AND EMERGENCY MAINTENANCE, REPAIR AND OPERATIONS (MRO)
* Other = 11%
c. 1m
customers
>2,500
suppliers
c. 8,500
employees
GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
5
STRATEGIC REPORT
Our marketplace
THE MARKET IN WHICH WE OPERATE
We operate in a large and fragmented industrial market and are one of a few global
distributors of industrial maintenance, repair and operation (MRO) product and service
solutions. We estimate our serviceable addressable market to be c. Ā£130 billion, which
includes added-value distribution (high-service, low-volume) within RS Groupās chosen
countries and product categories. Despite its size, much of the market is still local and many of
our competitors are independent businesses and regional firms, which specialise in a narrow
product offering or limited service solutions and have less-developed digital capabilities.
Our customers have common needs, including small order size, high availability, digital
methods of order and payment management, technical expertise, and service capability.
WELL POSITIONED
FOR SUSTAINABLE GROWTH
A broad and deep product offering
We have the product range, superior availability, and responsive service capabilities that enable us
to offer industrial and MRO products globally. Our electronics range concentrates mainly on the
sub-categories associated with industrial requirements.
Our services and solutions
We have solutions that span our customersā asset lifecycles as they manage their design,
procurement, inventory, and MRO needs. Drawing on decades of RS expertise and the latest
in digitisation and industrial MRO trends, we identify and resolve customer challenges with
our services and solutions proposition.
Unnamed major competitors
Product categories
1 2 3 4 5 6 7 8 9
A&C and Electrification
ā ā
Facilities & Maintenance
Semis & Passives (including
single-board computing)
ā ā ā ā ā
Mechanical & Fluid Power
ā ā ā ā ā
Cables & Connectors ā ā ā
PPE & Site Safety
Test & Measurement
Technical
Delivering
product knowāhow
to improve
customersā
applications
Streamlining
and automating
customersā
procureātoā
pay process
Supply Maintenance
Supporting
equipment
effectiveness
and quality
assurance
Optimising MRO
supply chain,
including data,
procurement
strategy, software
as a service,
and storeroom
Research
Specify
Compare
Procure
Partner
Install
Maintain
Repair
Improve
RS solutions combine product, service and digital channel capabilities
to address customer pain points and deliver increased lifetime value
Full offer
Partial range
Accelerating
manufacturing
capabilities
Procurement
A&C and
Electrification
Mechanical
& Fluid Power
Cables & Connectors
PPE & Site Safety
Test &
Measurement
Facilities & Maintenance
Semis & Passives
(including single-board
computing)
Key:
Estimated RS share of market
RS Group plc Annual Report and Accounts 20266
We continue to review the key trends that shape the markets we
operate in. As we execute our strategic action plan, we remain agile,
reacting to the ever-changing market demands, future-proofing our
business, while remaining focused on our long-term vision.
TRENDS THAT SHAPE
OUR MARKET
EASE OF DOING BUSINESS PROVIDING SOLUTIONS ONE-STOP SHOP CONSOLIDATION EMERGENCE OF ARTIFICIAL
INTELLIGENCE (AI)
1. Consolidation statement supported by McKinsey M&A Annual Report 2025, which also specifies a 5% increase in deal volume in industrials and electronics in 2024.
Our B2B customers are expecting
a personalised, seamless
experience mirroring the B2C
online experience, while providing
features specific to business
procurement. Our suppliers want
a partner that understands their
technical, specialist products
and can bring their products to
market successfully.
Large B2B customers increasingly
require more than simply a supplier
of products, seeking solutions
that solve their technical and
procurement challenges and
support sustainability.
Our customers are seeking to
simplify their supplier base and
buying efficiency, while being
assured of high-quality, authentic
products. Receiving products
and services from one provider
saves time and reduces total cost
of ownership.
Consolidation in the industrial
distribution market continues to
increase, doubling over the last 10
years, driven by the development
of geographic, technical, and digital
capabilities1. This will accelerate
scale, extend reach, and lead to
improved efficiencies.
Our customers and suppliers
are increasingly deploying AI,
from tactical automation to
more advanced generative and
agentic applications. As adoption
accelerates, expectations are
rising around speed, insight, and
personalisation, creating a clear
opportunity for the Group as a
digitally enabled distributor.
Our strategic response
ā Enhancing digital platforms to
simplify procurement for our
customers, making it easier
to do business with us and
control spend
ā Continued investment in our
supply chain networks and
distribution infrastructure to
increase capacity and local
sourcing capabilities, and
to cut carbon by reducing
transport distances
ā Connecting our channels to
give a seamless experience
Our strategic response
ā Developing a digitally led
solutions offering that increases
product pullāthrough
ā Differentiating through
technical solutions, leveraging
our expertise to create sticky
customer relationships
ā Targeting specific industry
verticals with services and
solutions that resonate with
our customersā needs in
growing sectors
ā Supporting customers to
improve safety, sustainability, and
operational efficiency by providing
solutions that meet their needs,
from energy-saving technologies
to more sustainable PPE
Our strategic response
ā Maintaining our unique broad
offering of readily available
products for industrial customers
ā Deepening our core industrial
product category of A&C
and Electrification
ā Accelerating our new product
introduction (NPI) capabilities
to develop further an expanded
product range and elevate the
specialist product ranges of our
acquired businesses
ā Driving progress on sustainable
products and ESG standards
with suppliers
Our strategic response
ā Monitoring customers finding us
via AI, optimising this new channel
in the sales funnel, and adapting
as the technology and customer
behaviour evolves
ā Leveraging AI products from
our strategic partners to be a
product expert spanning the
web, customer services, and
technical support
ā Harmonising and automating
processes across internal
operations, including sales
order processing and
inventory management
ā Investing in upskilling our people,
ensuring clear governance and
responsible AI controls that are
secure, ethical, and compliant
Our strategic response
ā Maintaining a strong
balance sheet to support
targeted consolidation
opportunities
ā Disciplined focus on M&A that
accelerates our strategy, expands
product service or geographic
capabilities, or realises scale
economics leveraging physical,
digital, and process infrastructure
ā Strengthening our corporate
development and integration
resources to support a pipeline
of potential acquisitions
and integration
GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
7
STRATEGIC REPORT
Our strategy
+ Read more about our ESG action plan on page 42
Our vision is to be first choice for our people,
customers, suppliers, communities, and shareholders.
This vision is supported by a clear strategy and an
aligned action plan designed to create longāterm,
sustainable value for all our stakeholders.
Our strategy focuses on driving accelerated growth
and improvement across key areas, underpinned
by a purpose-led culture, firmly embedded values,
a well-defined operating model, and exceptional people.
Customers
We target customers who value
our ease, range, and expertise
when sourcing low-volume,
high-mix industrial products.
+ Read more on page 11
Operational excellence
We are improving our
operational excellence to drive
efficiencies in our technology
and digital processes and
physical infrastructure.
+ Read more on page 13
People
Our robust tools and insights
will enable us to attract, develop,
engage, and retain the talent
we need to meet our longāterm
strategic goals.
+ Read more on page 10
Experience
We deliver a consistent,
frictionless journey that
enables customers to quickly
find, buy, and manage what
they need with confidence.
+ Read more on page 12
A FOCUSED STRATEGY
FOR LONG-TERM GROWTH
Products and suppliers
We will maintain our broad
product range, with a strong
focus on A&C and Electrification.
We will also increase and curate
a range in adjacent categories
and a broader offering
tailored to specific customer
needs, leveraging our unique
regional strengths.
+ Read more on page 11
Services and solutions
We make our customersā lives
easier across the design and
maintain lifecycle, which drives
stronger relationships, recurring
revenue, and greater customer
lifetime value.
+ Read more on page 12
Operational
excellence
Leverage eļ¬cient
physical, digital and
process infrastructure
sustainably
Experience
Enrich a tailored, digitally
enabled, seamless
customer experience
Services
and solutions
Scale solutions that pull
through product and drive
customer loyalty
Products
and suppliers
Focus on A&C, Electriļ¬cation
and associated technical
categories within a broad
MRO product oļ¬er
Customers
Target high potential lifetime
value customers with a
clear industrial MRO value
proposition and appropriate
cost to serve
RS Group plc Annual Report and Accounts 20268
2025/26 Resilient financial
performance
We delivered a resilient financial performance for
the full year 2025/26. Group like-for-like revenue
was broadly flat (down 1% on a reported basis)
compared with the same period last year. After
a difficult H1, EMEA saw an improving revenue
trend through the remainder of the year and
moved back into growth in Q4. Americas was
also down on a like-for-like basis, with a resilient
performance in US & Canada offset by ongoing
economic and political uncertainty leading to
major project delays in Mexico. Asia Pacific
delivered good revenue growth throughout
the year.
With continued investment in our front-end
systems and a commercial focus to grow
potential high-value customers, we saw rolling
12 months average order value increase by 5%
to Ā£276 and a 6% like-for-like revenue growth in
larger corporate customers. Our services and
solutions growth accelerators also performed
well, growing 6% with our eProcurement
solution growing 9% like-for-like. Our own
brand RS PRO products outperformed with 5%
like-for-like growth. At a product category level,
the more resilient product categories of Facilities
& Maintenance and Mechanical & Fluid Power
continue to outperform. Americas, excluding
Latin America, delivered further A&C and
Electrification revenue growth. Semis & Passives
returned to growth in Americas and Asia Pacific.
Group gross margin increased 0.6 percentage
points to 43.4%, or 0.4 percentage points on
a like-for-like basis. The improvement was
driven by active pricing optimisation and
stronger growth in higher-margin product
categories. Adjusted operating costs were up
2%, with restructuring savings and focused cost
management helping to offset the impact of cost
inflation and continued strategic investment.
We made further strategic and
operational progress over the year.
Group like-for-like revenue was broadly
flat despite more challenging than
anticipated markets, particularly in
the first half.
However, Purchasing Managersā Index (PMI)
data showed improvement throughout the
year and moved into expansion territory
in the fourth quarter. This was reflected in
improved sales momentum, particularly in Q4.
Whilst volumes were marginally below our
expectations, good price discipline resulted
in improved gross margin for the full year,
with our growth accelerators of RS PRO and
services and solutions delivering growth ahead
of the rest of the Group. We also saw improved
execution which, with continued cost discipline
and cash focus, led to operating profit and cash
conversion marginally ahead of expectations
despite softer revenue than planned.
Investment in our strategic initiatives will
accelerate growth, improve efficiency and drive
stronger operating leverage over time. We are
already seeing improvements in key operational
metrics, together with gross margin progression
in the second half and continued traction in our
digital procurement services, demonstrating that
our growth accelerators are delivering. We also
achieved a further Ā£17 million of restructuring
and integration benefits in 2025/26, taking the
cumulative total since April 2023 to Ā£55 million.
With a stronger platform, improving momentum,
and enhanced operating leverage, we are well
positioned to capture growth, drive further
market share gains, and deliver sustainable,
long-term value as our end-markets continue to
recover. Whilst at this stage we remain cautious
on the outlook and mindful of developments in
the Middle East, our progress strengthens our
confidence in both our strategy and our ability to
deliver on our medium-term financial targets.
Simon Pryce
CEO
STRATEGIC AND OPERATIONAL
PROGRESS POWERING
LONGāTERM VALUE
By building on strong foundations
and maintaining operational efficiency
across our business, we are creating
the stability and momentum needed
to deliver long-term value for our
shareholders and stakeholders.ā
Chief Executive Officerās (CEO) review
GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
9
STRATEGIC REPORT
Chief Executive Officerās (CEO) review continued
The consideration represents an acquisition
multiple of around 10x reported EBIT on a
12-month basis to 31 October 2025. BPX Group,
founded more than 50 years ago, specialises in
supporting industrial customers with technical
A&C solutions in UK and Ireland.
The acquisition complements our strengths
in A&C and enhances our technical capabilities
and high-service focus. It also expands our
relationship with key suppliers and under
RS ownership we see the opportunity for
BPX to accelerate revenue growth through
offering enhanced products and capabilities
to complementary customers.
People
Create an inclusive and engaging
environment where everyone is proud and
excited to come to work and can perform at
their best, develop, and thrive.
Our people are central to delivering the
strategic and change ambitions outlined at our
2024 Investor Event. To support execution, we
have further strengthened our executive and
leadership capability with the appointment of
Jonathan Bennett as President, Americas, and
Lee Pruitt as Chief Customer Experience Officer.
Both bring deep industry expertise and proven
leadership experience to drive growth and
enhance our customer proposition.
We are also investing in developing our people
and addressing the changing skill and capability
needed to deliver our strategy in a rapidly
evolving world. Our Leadership Advantage
development programme launched in 2025/26
in partnership with a world-renowned business
school is the first of its type at RS, aimed at
enhancing the capabilities of 90 senior leaders
and potential leaders across the globe.
Adjusted operating profit of Ā£265 million was 3%
lower than the same period last year, or 4% lower
on a like-for-like basis, with margins broadly
stable at 9.2%.
Continued good working capital management
resulted in adjusted operating cash flow
conversion of 109%, well in excess of our
minimum 80% target. Net debt fell by Ā£35 million
over the year to Ā£329 million, and our balance
sheet remains strong, with net debt to adjusted
EBITDA reducing to 1.0x.
Strategic and operational
investment delivering ī¢
We continue to progress with our multi-year
strategic growth and operational improvement
plan to strengthen our differentiated
proposition, accelerate growth, improve
efficiency, and drive better operating leverage
over time. These organic investments are driving
improvement in our key underlying operational
metrics, improving resilience, and supporting
delivery in our growth accelerators.
Acquisitions
We continue to enhance our organic growth
strategy with disciplined and value creative
acquisitions. In March 2026 we acquired BPX
Group, a UK and Ireland based specialist
distributor of industrial automation and control
products, for an enterprise value (cash-free debt-
free) of Ā£27 million and a deferred earn-out of
up to Ā£3 million, payable subject to achievement
of agreed EBITDA performance targets.
We have also commenced our future skills
planning process, āskills@RSā to acquire or
develop enhanced capability across the Group
in areas such as data and data analytics, AI
development, adoption and use, and support
accelerated individual development.
We have continued to focus on maintaining and
improving engagement at all levels by listening
to our employees and then following up on
actions. Our recent employee engagement
survey showed a 3 point year-on-year increase
with an engagement score of 75 points.
As already communicated at the half-year,
we have also recognised the contribution of
our employees below senior leadership level
through the introduction of an all-employee
share scheme with the aim of driving further
engagement and shared ownership.
Operational excellence is really about
making things work better every day
ā whether thatās simplifying a process,
using data more effectively, or helping
our teams work smarter. When we get
that right, it makes a real difference
for our customers and for how we
grow as a business.ā
OUR STRATEGY IN ACTION
POWERING OUR
PEOPLE TO PERFORM
The RS Group Leadership Advantage
Programme is our first global development
experience, created to accelerate leaders
committed to maximising their impact
and to bring the RS Amazing Leadership
Framework to life.
Delivered in partnership with Duke
Corporate Education, the programme
has brought together 90 leaders from
across the world, representing every part
of our business, helping to build a shared
language, stronger trust, and leadership
capability across the organisation.
Across an 18-month learning journey,
combining immersive experiences,
coaching, and real world application, our
leaders will deepen their ability to lead
change, inspire performance, and create
psychologically safe, high-performing teams.
Participants describe the programme
as ātransformationalā, noting stronger
collaboration, greater self-awareness, and
immediate, practical impact in their roles.
82
Delegate average
NPS score
Linked to our
ESG goals
RS Group plc Annual Report and Accounts 202610
Customers
Focus on higher-value customers through
harnessing data, effective strategic
engagement, and optimising cost to serve.
We continue to focus on increasing our share
of wallet with customers who have high-value
potential in attractive industry verticals. We are
unlocking this through data-driven insights and
targeted omnichannel engagement, enabling
a more personalised customer experience with
optimised cost to serve.
In 2025/26 we completed the design and build
of our global customer data master platform,
providing a unified view of customers globally.
This has enabled us to build potential-based
segmentation of customers and are now
deploying these capabilities across our major
markets in EMEA and Americas. During the
year, we also completed the global rollout of
the CRM which is now being integrated with
our Customer Data Platform (CDP), which
will ultimately enable always-on, intelligent,
and behaviour-led engagement across the
customer lifecycle.
Early results are encouraging with improving
conversion rates when utilising the personalised
web journeys through our CDP. Through the
CRM system, our sales teams have been able
to capture better quality leads by leveraging
richer customer insights which will drive higher
conversion rates and larger deal opportunities.
This has helped us better target our high
potential value customers contributing to a 6%
like-for-like revenue growth from our Corporate
customer segment during the year. The data
flow between these platforms will be increasingly
automated and tuned through 2026/27.
Products and suppliers
Deliver a seamless, mutually value creative
supplier experience with appropriate
and data-driven breadth, depth, and
range curation.
Our upgraded Product Management Solution,
launched last year, removed system constraints
and enabled faster and more targeted
management of our curated product range.
Enhanced localisation and product information
capabilities, supported by 20 million product
attributes, are improving customer experience
and searchability. Monthly new product
introductions (NPI) capacity increased by 5 times
to more than 50,000 in 2025/26. The platform
also supports more efficient inventory
management with over 185,000 new products
launched as non-stocked items to assess
demand and inform stocking decisions.
RS PRO, the professional-quality own brand of
RS, continues to outperform with 5% growth
through 2025/26 exceeding 14% share of Group
revenue at year end and further enhancing its
attractive margin position. It has been a record
year for new products introduced to our RS
PRO range ā enabled by the investment in our
product management solution ā with 10,000
products added, a 45% increase on 2024/25.
We continue to invest in our enhanced
pricing capability, which has benefited the
Group while navigating persistent global trade
uncertainty, including the impact of tariffs.
Most notably in North America, through
improved execution-led pricing discipline and
leveraging of our AI-enabled pricing tools, we
managed 3 times more targeted price actions
during 2025/26. This supported more consistent
alignment to cost and market dynamics to give
us greater flexibility in support of both suppliers
and customers.
OUR STRATEGY IN ACTION
POWERING CUSTOMER
SUCCESS
To deliver more consistent and responsive
customer experiences, RS has completed
the roll-out of a CRM system across EMEA
and Americas. By bringing customer data
into one trusted system, teams now have
one source of truth for a complete, real-time
view of customer interactions, preferences,
and opportunities.
This enables faster, more informed
responses and more personalised
engagement across every touchpoint.
Standardised processes and shared
dashboards help reduce duplication and
manual effort, meaning our colleagues
spend less time navigating internal
complexity and more time having value-add
conversations with our customers.
The platform also supports better
prioritisation of customer needs, ensuring
the right level of service is delivered in
the most efficient way. Overall, the CRM
transformation has strengthened customer
relationships, improved engagement
consistency, and helped optimise cost to
serve without compromising service quality.
>63k
New sales
opportunities
captured
Linked to our
ESG goals
OUR STRATEGY IN ACTION
POWERING PRODUCT
INNOVATION
Our Product Management Solution
continues to enhance the capacity,
efficiency, and speed at which we launch
our suppliersā products.
These improvements have given our
customers greater choice and faster
access to over 370,000 new products
on our website in 2025/26.
We have further invested in our capabilities
to manage the need for richer product
content and copy at a scale proportionate to
our increased new product launch capacity.
Crucially, how we store this data enables
better customer journey insights, scalable
and optimised localisation with bespoke,
market-specific content, easier data
collection, and 15 million more relevant
product attributes.
>100%
Increase in product
attributes online
Linked to our
ESG goals
GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
11
STRATEGIC REPORT
Chief Executive Officerās (CEO) review continued
OUR STRATEGY IN ACTION
POWERING CUSTOMER
EXPERIENCE
The Deliver to Promise (DTP) programme
was introduced to improve how customers
access, trust, and act on delivery information
across multiple channels.
By strengthening core systems and
aligning processes, DTP helps deliver a
simpler, more transparent, and digitally
enabled experience that reflects customersā
needs while supporting efficient, scalable
service delivery.
Customers benefit from clearer digital
messaging, better visibility throughout the
ordering journey, and a more consistent
experience, whether engaging online or
through our customer-facing teams.
Behind the scenes, greater automation
and a single source of operational data
reduce complexity and enable faster,
more confident fulfilment decisions, while
enhanced insight and reporting also
support proactive customer communication
and continuous service improvement.
4%
Average order value
uplift from early
online stock visibility
Linked to our
ESG goals
Services and solutions
Deliver valued, scalable solutions to build
greater strategic engagement and drive
product pull-through.
We continue to scale our solutions offer which
had like-for-like revenue growth of 6% during the
year and now contributes 27% of Group revenue.
Enhancing and scaling our digital procurement
solutions remains a focus, with eProcurement
like-for-like revenue growth of 9% during the
year, reflecting our deepening relationships with
our higher-value customers.
During 2025/26, we continued to refocus RS
Integrated Supply (RSIS) which offers supply
chain and procurement services to large,
multi-site industrial businesses, and increased
investment in our proprietary MRO management
platform and on-site capabilities. RSIS materially
accelerated its digital innovation including
enhancement to RS SYNCā¢ Mobile which
integrates product identification, classification,
and real-time inventory visibility across a curated
marketplace of 24 million products, improving
procurement efficiency and automation for
customers. In 2025/26 RSIS like-for-like revenue
was flat, but like-for-like operating profit
increased by 29% alongside improved working
capital management. Continued collaboration
with the rest of the Group, including RS PRO,
provides increased access to RS products for
RSIS customersā MRO spend, while ensuring
the independence that is important for other
RSIS suppliers.
OUR STRATEGY IN ACTION
POWERING VALUEāADDED
SOLUTIONS
Tokamak Energy implemented RS
PurchasingManagerā¢ to replace manual,
decentralised procurement processes and
improve control across its UK operations.
The web-based procurement platform
centralised purchasing, automated
approvals, and enabled better oversight of
budgets, suppliers, and spend categories.
With enhanced visibility, reduced
out-of-process spend, and simplified
ordering for 120 users, Tokamak
Energy was able to free up teams to
focus on higher value activities while
strengthening compliance.
These improvements delivered measurable
impact, including 166 days saved each year.
Ā£130k
Annual cost saving
Linked to our
ESG goals
Experience
Strengthen and tailor our customer
experience to provide a digitally enabled,
seamless omnichannel service relevant for
our customersā needs.
The design of our enhanced and digitally
enabled omnichannel customer experience is
largely complete, and the major foundational
investments that enable it are well advanced.
We completed the rollout of our AI-enabled web
search capabilities, and began integrating it with
an upgraded digital commerce platform which
we launched in US & Canada. This provides
improved functionality, personalisation and
data capture to enhance the customers
journey. We continue to ātuneā this Adobe-based
commerce engine to enhance it further and are
now testing it in EMEA in advance of launching
it on country-by-country basis commencing in
Q4 2026/27.
Our deliver to promise capability ā which
provides accurate, reliable, real-time availability
and delivery information to our customers
across EMEA & Asia Pacific ā was completed in
the second half of the year. Introducing improved
delivery information earlier in the customerās
online journey has resulted in an improved
browsing experience and 4% average
order uplift from early online stock visibility.
The implementation of AI-enabled web search
capabilities in 2024/25 continues to deliver
improved āfindabilityā across our ranges, which
resulted in a 28% increase in the āAdd to Cartā
rate. The new Basket & Checkout experience,
completed in the first half, has improved basket
to order conversion rate up from 39% to 42%.
RS Group plc Annual Report and Accounts 2026
12
Preparation for the upgrade of our Enterprise
Resource Planning system continues and is on
track for first rollout across our EMEA markets.
Driving sustainable growth and
stronger value creation
While we continue to deliver our 2030
ESG action plan, For a Better World, ESG is
increasingly shaping customer and product
sourcing decisions, strengthening supplier
relationships and supporting the long-term
resilience and performance of the Group.
We have maintained Platinum EcoVadis status
for the fourth consecutive year and achieved a
CDP A List rating for the second year, reinforcing
trust in our commitment, transparency and
action and helping to differentiate the RS
brand with high-value customers and strategic
suppliers. Our Better World product range
comprises more than 33,000 products
from over 165 suppliers across 30 countries.
Underpinned by an industry standard, claims
based framework, it enables customers
to make more sustainable choices while
improving efficiency and reducing costs.
Alongside this, we continue to drive efficiencies
across our operations and logistics to reduce
cost and carbon, while improving customer
experience. Since 2019/20, Scope 1 and 2
emissions have reduced by 67%, keeping us on
track to deliver our science-based target of a
75% reduction by 2030. Our product transport
emissions intensity has reduced by 34% since
2019/20, and we have now extended our 2030
target to 40% (previously 35%). During the year
we set a new, more ambitious and holistic Scope
3 target to reduce Scope 3 GHG emissions by
51.6% per Ā£ million value added by 2029/30 from
a 2019/20 base year, which has been validated
by the Science Based Targets initiative.
Operational excellence
Deliver efficient physical, digital, and
process infrastructure, improved operating
leverage, and marginal drop-through.
To ensure we are well positioned for growth,
we continue to invest in our distribution network.
Through 2025/26 we made significant progress
on the build of upgraded facilities in Italy
and Ireland and started installation of a
state-of-the-art robotic process automation
in Italy which will become the standard for
all our regional distribution centres (DCs).
The upgrade of our UK automated Warehouse
Management System (WMS) continues, with the
final phase planned for 2026/27 before a phased
rollout of a market-leading WMS solution across
all of our distribution sites in the coming years.
The integration of Distrelec is largely complete
with the migration of their Netherlands DC
to our Bad Hersfeld facility in Germany at the
end of June ahead of schedule. This will save
us more than ā¬10 million from reduced annual
costs and deliver increased operational gearing
through the use of existing infrastructure as
part of the wider integration that has delivered
synergies well ahead of the acquisition case,
despite challenging markets impacting
revenue performance.
Simplification of our technology estate
continues. To date we have removed more than
100 applications and continue to see further
opportunities for consolidation, enabling
further savings that will allow the business
to absorb increased licence-costs as a result
of the market shift to a āsoftware as a serviceā
technology model.
We have optimised the flow through our
distribution network removing non-value-add
activities and reducing the number of times a
product is handled. This has resulted in a 50%
increase in our supply chain efficiency ratio and
an improvement in our cost to serve.
OUR STRATEGY IN ACTION
POWERING OPERATIONAL
EXCELLENCE
OneTouch optimises stock distribution
across the EMEA network by reducing
non-value-added activity and process waste.
Optimised stock policies and fulfilment
minimise handling before customer delivery,
lowering costs and inventory.
This ultimately improves our customer
experience, providing higher availability and
lead time predictability.
56%
Increase in our
EMEA supply chain
efficiency ratio
Linked to our
ESG goals
GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
13
STRATEGIC REPORT
Chief Executive Officerās (CEO) review continued
Outlook
We made good progress in 2025/26 and PMIs
are trending positively. With our ongoing
investment and greater agility, we see improving
momentum into 2026/27 and most of our
major markets are now back into low single
digit growth. We remain mindful of geopolitical
and economic developments and conflicts in
the Middle East and Ukraine and the potential
impact they might have on global supply chains,
industrial production, and customer behaviour.
However, the investments we are making are
delivering tangible benefits, strengthening our
proposition, and positioning us well to capture
growth and further increase market share as
end-markets recover.
This, together with improved delivery and
operating leverage and disciplined cost control,
supports the Groupās increasing confidence in
delivering our medium-term financial targets
of growing revenue at twice the market,
mid-teen adjusted operating margins, cash
conversion over 80%, and over 20% return on
capital employed.
Simon Pryce
CEO
INVESTMENT PROPOSITION
THROUGHāCYCLE VALUE CREATION TARGETS*
Revenue growth
2X MARKET
(of GDP+)
MIDāTEEN
adjusted
operating
profit margin
>80%
cash conversion
rate
>20%
return on
capital
employed
REALISING THE POTENTIAL TO
DELIVER THE RS OPPORTUNITY
* Economic cycle as defined by GDP growth
Our performance in the year and strong underlying progress
in the second half gives us confidence that RS is:
Well positioned in growth markets
Global leader in a large, industrial MRO market, growing at GDP+
through-cycle
Differentiated proposition driving market share gain
Digitally enabled, high-service distributor of a broad range of technical
product and service solutions for industrial customers that demand
low volumes of critical products across many categories
Investing to improve efficiency and operating leverage
Creating, utilising, and optimising more efficient and flexible physical,
digital, and process infrastructure
Disciplined acquisitions accelerating growth
Rigorous investment discipline and clear capital allocation policy driving
accelerated value creation
Significant value creation opportunity for all stakeholders
Generating value through driving strong operational and financial
performance and investing in growth opportunities that deliver
sustainable cash returns on invested capital
Confidence in long-term
value creation
We remain active at looking at acquisition
opportunities across our markets, with a solid
pipeline of opportunities that can accelerate our
strategy in a value disciplined way, supported by
our strong balance sheet. Selective acquisitions
can enhance our presence in key markets,
accelerate our operating leverage, strengthen
product specialisation and expand our services
and solutions portfolio. We will remain value
disciplined in the way we assess opportunities.
The Groupās focus on cash generation has also
resulted in a strong balance sheet with leverage
at the bottom end of our target range 1.0 - 2.0x
net debt to adjusted EBITDA. We therefore,
as part of our disciplined approach to capital
structure and allocation, are commencing
a Ā£100 million share buyback programme.
We also recommend a 2% increase in the
2025/26 dividend, consistent with a progressive
dividend policy, and we will continue to review
acquisition opportunities.
RS Group plc Annual Report and Accounts 202614
Our business model
CREATING VALUE FOR OUR STAKEHOLDERS
Why customers
choose RS:
ā We help customers
consolidate their spend
by providing a wide
range of products.
ā We have a broad, stocked
range of categories at
high availability and the
ability to reach customers
quickly and reliably.
ā We provide a brilliant
service that is fully
digitally enabled.
ā We are a technical,
trusted partner.
Why suppliers
choose RS:
ā We have a well
invested infrastructure.
ā We provide an efficient
route to market.
ā Our digitally enabled
approach gives
suppliers great
customer insight and
marketing support.
ā We are a dependable
and sustainable
long-term partner.
Our stakeholders
Our business model enables us to deliver our vision to become first choice and create value for all our stakeholders,
including our people, customers, suppliers, communities, and shareholders.
+ Read more about how we engage and create value for all our stakeholders on pages 16 to 18.
FIRST CHOICE
FOR SUPPLIERS
Our suppliers need a
distributor who provides access
to a broad dispersed customer
base, offers technical support,
and promotes their new and
existing products at high levels
of inventory availability.
We extend our suppliersā
reach, allowing them to access
customers in a way that
reduces their cost to serve
and ensures they remain
relevant in the market.
>2,500
Suppliers
FIRST CHOICE
FOR CUSTOMERS
Our customers buy a broad
mix of industrial and specialist
products across a diverse
range of categories in small
volumes to support the MRO
and small batch production
needs of their businesses.
We simplify our customersā
procurement, drive cost
and process efficiencies,
and enable them to operate
more safely, sustainably
and efficiently.
c. 1m
Customers
Our differentiated proposition
1
High-service product
and solutions partner
2
Technical and
specialist expertise
3
Digitally enabled
experience
4
Multi-category product
offer for industrial customers
5
Global distribution
infrastructure
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THE ESSENTIAL LINK BETWEEN CUSTOMERS AND SUPPLIERS
33
countries in
which we operate
139
countries
exported to
6
global and regional
distribution sites
>875k
stocked
products
GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
15
STRATEGIC REPORT
Our stakeholders
Our business model sets out how we create value for
all our stakeholders and deliver our vision to be first choice.
Engaging with all of our stakeholders ā our people,
customers, suppliers, communities, and shareholders ā
is essential to how we operate.
The views of our stakeholders are central to becoming
first choice and to maintaining a long-term, sustainable
business. Understanding what matters most to them,
supported by defined KPIs for each stakeholder group,
ensures we meet their needs and add value.
BECOMING FIRST CHOICE
FOR OUR STAKEHOLDERS
We create an inclusive and engaging environment where everyone
is proud and excited to come to work and can perform at their best,
develop, and thrive.
What matters to our people
ā Clarity on performance expectations
and link to strategy delivery
ā High-performance, purpose-led culture
where employees feel they belong and
can be their true self
ā Investing in employeesā development
and growth for the skills needs of
today and tomorrow
ā RS and line managers providing
support to employees in key work and
life moments
ā Helping employees feel fairly rewarded
and recognised for the work that
they do
How we engage
ā Regular team talk and town
hall sessions
ā My Voice and pulse employee
engagement surveys
ā Regular senior leader calls
and meetings
ā Employee representative groups
including Trade Unions, Works Councils
and European Works Councils
ā Non-Executive Director employee
engagement programme
ā Training programmes and
development opportunities for all
ā Employee Resource Groups (ERGs):
Bloomers, Elevate, Embrace, LifeWorks,
and Spectrum
ā Health and wellbeing resources
ā Access to personal financial advice and
pension seminars
What we have achieved
ā Voluntary employee turnover remains
below the industry average at
under 9%
ā 90 senior leaders participating in the
Leadership Advantage Programme
with Duke Corporate Education
ā Launched a new development
framework for people managers
ā Won Institute of Internal
Communication award for Best Global
Communications Campaign for our
global values launch
ā 15,000+ recognition moments raised
on our global values recognition
platform, Spotlight
ā Launched our All-Employee Share
Plan, awarding restricted shares to
colleagues globally
ā Retained Platinum membership to the
5% Club in the UK
ā Ranked 86th in the Sunday Times Top
100 Apprenticeship Employers 2025
ā Rolled out Group Neurodiversity Policy,
expanded Mental Health First Aiders
and Domestic Abuse training
ā Achieved external certification for
diversity and inclusion (D&I) in France
and gender equality in Italy
The value we create
My Voice engagement score:
May 2025
full survey:
73
January 2026
Pulse score:
75
Linked to our ESG goals
PEOPLE
RS Group plc Annual Report and Accounts 202616
We are a technically led, service oriented, supplier partner
of choice, providing an unrivalled and cost-effective market
reach to our broad industrial customer base.
What matters to our suppliers
ā A cost-effective way to reach a
dispersed industrial customer base
ā Data-driven product management
ā Knowledge of customersā needs
and trends
ā Ease of doing business
ā Offering a full range of product
and service solutions to our
customers, including a range of
sustainable products
ā Positive environmental and
social impact, operating to high
ethical standards
How we engage
ā Dedicated account managers
ā Supplier strategies and scorecards with
defined targets
ā Senior leadership engagement
ā Developing joint end-user
opportunities
ā Regional and global supplier events
ā RS Connect events ā partnering with
suppliers to connect with customers
ā Seamless new product introductions
and high-quality technical product
content creation
ā Supplier partner programme
ā boosting brand visibility and
digital performance
ā Strategic ESG engagement with
suppliers on greener distribution and
Better World products
What we have achieved
ā Launched a new Product Information
Management system and
acceleration and increase of new
product introductions
ā Expanded our product attribution
model to over 20 million attributes
ā Engaged 167 suppliers to participate
in our Better World product framework
and increased range to cover
c. 33,000 products
ā 59% of all suppliers are EcoVadis rated
and 41% have CO
2
targets with Science
Based Targets initiative
ā Attended several industry-leading
trade shows including Smart
Production Systems, Embedded World,
and Global Industrie
The value we create
Number of new product introductions
(NPI)Ā¹
>370k
Linked to our ESG goals
We are a trusted, insight-led problem solver, building a connected,
sustainable experience that helps industrial customers to run,
improve, and future-proof their operations.
What matters to our customers
Delivering on the fundamentals, while
shaping how customers experience RS
now and in the future: are we easy to
find, are we easy to use, and are we there
when they need us? We offer:
ā A broad range of products combined
with technical expertise, high
availability, and reliable service
ā Ease of doing business ā a frictionless
experience using data to underpin
discovery and saving time
ā A long-term partner to build a
sustainable and socially responsible
future
How we engage
We deliver a connected and increasingly
personalised experience, designed
to scale through data, technology,
and expertise:
ā Multi-channel purchasing capability
via our website and eProcurement
integrated into customer systems
ā AI-driven discovery, including Large
Language Models and search
ā Award-winning customer service and
technical support
ā Dedicated account managers and
sales teams
ā Onsite customer support
ā Events, trade fairs, forums, social
media, and thought leadership
ā Global customer feedback
programmes
ā Strategic ESG support, greener
distribution, and Better World products
What we have achieved
ā Laid the foundations for a seamless,
omnichannel experience by integrating
Digital, Customer Data, Marketing,
Sales, and Service platforms
ā Improved data quality across our
systems including the correction and
standardisation of customer records
ā Improved our customer credentials
management and fraud resiliency
through implementation of Auth0 on
our digital front-end
ā Applied improved customer insight
to drive targeted, personalised
engagement
ā Strengthened product discovery by
growing our Supplier Partnership
Programme by 32% to deliver
best-in-class content
ā Completed the roll-out of our CRM
programme in remaining EMEA
markets, driving greater efficiency and
increased pipeline opportunities
ā Improved sustainable packaging and
logistics network for low-impact
distribution
ā c. 33,000 Better World products from
350+ product families available in
30 countries
The value we create
Net promoter score (NPS)
45.2
Linked to our ESG goals
1. Excluding Risoul, domnick hunter
and Trident
CUSTOMERS
SUPPLIERS
GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
17
STRATEGIC REPORT
Our stakeholders continued
We create sustainable economic value delivering reliably for our
shareholders, generating consistent cash returns on invested
capital well in excess of our cost of capital.
What matters to our shareholders
ā Open and honest engagement with RS
ā Sustainable growth and returns
ā Understanding our business and
our strategy
ā Strong corporate governance
ā Delivery on ESG action
How we engage
ā Annual General Meeting (AGM)
ā Investor roadshows, meetings,
and conferences
ā Stock exchange announcements, press
releases, and results briefings
ā Ongoing dialogue with analysts and
investors (both current and potential)
What we have achieved
ā Successfully communicated the
refreshed RS Opportunity as set out at
our 2024 investor event
ā Re-engaged with our largest 30
shareholders to seek additional input
on our 2025 Directorsā Remuneration
Policy post the 2025 AGM
ā In the past 12 months we have
engaged with our investor
community with:
ā More than 450 investor interactions
with over 250 contacts
ā Met with over c. 150 shareholders
including 85% of our top 20 holders
ā Visited investors in New York,
Chicago, Dallas, Toronto and London
ā Attended six key industry
conferences, meeting with investors
The value we create
Adjusted basic earnings per share (EPS)
38.7p
Linked to our ESG goals
We inspire the next generation of engineers and innovators
and support our communities worldwide to improve
peopleās lives and create a more sustainable world.
What matters to our communities
ā Developing technical and professional
skills for the engineers of tomorrow
ā Creating social impact for our
local communities
How we engage
ā Providing hands-on experience,
employability skills, and inclusive
science, technology, engineering and
maths (STEM) opportunities
ā Supporting innovation-focused,
engineering competitions, like Formula
Student, by donating RS products to
help students develop vital technical
skills and experience
ā Driving innovative engineering
solutions to improve lives through
our global social impact partnership
with SolarAid
ā Empowering colleagues to create
local impact through our social impact
partnerships, Local Community
Fund, and two dedicated employee
volunteering days per year
What we have achieved
ā Supported 968k young people with
educational technologies, learning
content, and skills development
opportunities since 2020/21
ā 7,000+ products supplied to c. 26,000
students across 138 universities in
26 markets since 2020/21
ā Delivered 14 free SuperSkills sessions
to c. 450 young people across
three markets to boost workplace
preparation on topics such as pitching
and presentations
ā Sponsored 68,000 students since
2021/22 to develop technical and
job-ready skills through the Engineers
Without Borders People Design
Challenge in the UK, US, Ireland, South
Africa, and Cameroon
ā Raised Ā£166,000 for SolarAid within
first six months of our partnership
ā 136,000 lives improved through social
impact partnerships since 2020/21
ā Donated Ā£409,000 to c. 280 local charity
and community initiatives worldwide,
supported by our employees
ā Employees volunteered 3,075 days to
support local causes
The value we create
Number of young engineers and
innovators supported since 2020/21:
968k
Linked to our ESG goals
COMMUNITIES
SHAREHOLDERS
RS Group plc Annual Report and Accounts 202618
Our growth ambitions
As well as investing in our strategy organically, the Group sees the continued potential for
acquisitions to help accelerate our strategy. We have a highly disciplined investment criteria
and acquisitions must have a strong strategic fit, a clear integration roadmap to ensure
successful integration to the Group, and generate material value, while achieving our cost
of capital within three years of ownership.
We continue to pursue strategically relevant acquisitions that offer:
OPERATING LEVERAGE GEOGRAPHIC OPPORTUNITIES
PRODUCT EXTENSIONS AND ADJACENCIES PRODUCT AND SERVICE SOLUTIONS
CASE STUDY
DISTRELEC INTEGRATION
EXCEEDING EXPECTATIONS
The integration of Distrelec, acquired in
June 2023, continues to progress ahead
of plan. Delivery of synergy benefits is
exceeding the expectations set out in the
original business case, while the cost to
achieve remains in line with target.
The acquisition enhances our product
offering and its pan-European footprint
strengthens our EMEA supply chain,
supporting improved service levels for
both customers and suppliers.
Operating
leverage
Geographic
opportunities
Product
extension and
adjacencies
Product
and service
solutions
May 2018
Jan 2019
Dec 2020
Jan 2021
Feb 2021
Jun 2022
Jan 2023
Jun 2023
Apr 2024
Mar 2026
ACCELERATING GROWTH
THROUGH ACQUISITION
CASE STUDY
STRENGTHENING OUR
TECHNICAL CAPABILITIES
WITH BPX
In March 2026, we completed the acquisition
of BPX Group, a specialist distributor of
industrial A&C products across the UK
and Ireland.
BPX brings deep expertise in automation
and control, strong supplier relationships,
and a high-service operating approach,
reinforcing our technical capabilities and
growth ambitions.
The business comprises 20 branches and a
local fulfilment centre. Both BPX and RS have
a rich, proud history of providing leading
service levels and technical expertise to make
amazing happen for customers.
Over time, we will leverage our common
culture, values, and customer-first approach,
to create a dynamic and innovative
partnership that accelerates revenue growth
and optimises combined costs over the
medium term.
GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
19
STRATEGIC REPORT
Our six financial key performance
indicators (KPIs)ī¢help us to run
our business. They measure the
successful implementation of our
strategy and monitor and drive
our progress against strategic
and operational objectives, while
enabling us to react rapidly to
changing markets.
We report eight non-financial
KPIs that help measure progress
against our strategic actions and
our commitment to our people,
culture and sustainability.
The following pages provide
details of our KPIs which have
been in place during 2025/26.
KEY
PERFORMANCE
INDICATORS
Like-for-like
revenue growth
Adjusted
1
operating
profit conversion
Adjusted
1
operating
profitī¢margin
(0)% 21.2% 9.2%
26
10
(8)
(2)
(0)
20262025202420232022
28.4
29.7
24.3
22.1
21.2
20262025202420232022
12.5
13.5
10.4
9.4
9.2
20262025202420232022
By driving a differentiated customer
experience and providing innovative
solutions, we aim to drive market share gains
and higher revenue growth which, in turn,
drives profit growth. Like-for-like revenue
growth is adjusted for trading days, currency
movements, and to exclude the impact of
acquisitions until they have been owned
for a year. See page 25 for further details.
We are constantly striving to make our
operating model as lean and efficient
as possible so we can convert a higher
percentage of gross profit into adjusted
operating profit. Our aim is that each
region, each market, and each individual
takes responsibility for our performance
and constantly questions whether we can
do things more efficiently to drive greater
returns. See page 26 for further details.
A great customer experience, high-performance
team, and operational excellence should all
drive improvement in adjusted operating
profit margin. A higher adjusted operating
profit margin should drive higher returns for
ourī¢shareholders. It is adjusted operatingī¢
profit expressed as aī¢percentage of revenue.
See pageī¢26 for further details.
Link to remuneration
Performance measure
in annual incentive
1. Adjusted excludes amortisation and
impairment of intangible assets arising on
acquisition of businesses, acquisition-related
items, substantial reorganisation costs,
substantial asset write-downs, one-off pension
credits or costs, significant tax rate changes
and associated income tax (see Note 3 on
pages 137 to 141 for reconciliations).
2. Adjusted excludes the cash impact of
substantial reorganisation costs and
acquisition-related items (see Note 3 on pages
137 to 141).
FINANCIAL KPIS
RS Group plc Annual Report and Accounts 202620
Adjusted
1
basic earnings
per share (EPS)
Return on capital
employed (ROCE)
Adjusted
2
operating
cash flow conversion
38.7p 15.4% 109.1%
51.3
63.6
42.9
39.1
38.7
20262025202420232022
28.7
30.8
17.1
15.2
15.4
20262025202420232022
70.8
92.0
83.3
110.8
109.1
20262025202420232022
Adjusted EPS is a measure used by
investors in deciding whether toī¢invest
in the Company. It is aī¢measure of the growth
and profitability of the Company that also
reflects management performance. See page
27 for further details.
ROCE is a measure used by investors in
deciding whether to invest in the Company.
A tight focus on working capital control
and more disciplined capital investment,
coupled with increased profitability, will drive
improved returns for our shareholders.
ROCE is measured as adjusted operating
profit expressed as a percentage of the
monthly average of net assets excluding
net debt and retirement benefit obligations.
See page 28 forī¢further details.
Through tight working capital management
and disciplined capital investment, we
aim to convert a high percentage of our
operating profit into operating cash flow.
Adjusted operating cashī¢flow conversion
is defined asī¢adjusted free cash flow
before income tax and net interest paid,
as a percentage of adjusted operating
profit. The higher the conversion, the
more cash we have available to invest in
our business to drive future growth and
returns for our shareholders. See page 27
forī¢further details.
Link to remuneration
Performance measure in
long term incentive plan
Link to remuneration
Underpin in long term incentive plan
GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
21
STRATEGIC REPORT
Customer People Health and safety
Group rolling 12-month Transactional
Netī¢Promoter Score (NPS)
Employee engagement Percentage of female senior leaders All accidents
(per 200,000 hours)
45.2 75 38% 0.35
50.6
49.6
50.6
48.5
45.2
20262025202420232022
75
78
75
72
75
20262025202420232022
32%
30%
34%
37%
38%
20262025202420232022
0.53
0.40
0.37
0.44
0.35
20262025202420232022
During 2025/26, rolling 12-month Transactional
NPS scores trended downwards in a tough
start to the year. However recovery in the final
quarter of the year starts 2026/27 on a positive
trajectory. NPS continued to be impacted
in the EMEA and Asia Pacific regions, by the
implementation of our deliver-to-promise
capability, which temporarily affected customer
experience. As delivery information accuracy
improved in the latter part of 2025/26, the NPS
trend began to strengthen. Americas region
was impacted by the new web experience
change but in-month scores trended upwards
post launch decline.
Building a high-performance, motivated, and
values-driven team starts with consistent,
active listening. A core element of this
approach is our My Voice engagement
survey. We run a full survey every 18 months
and pulse surveys more frequently ā most
recently in January 2026, which resulted in
a 3 point increase in the engagement score
from 72 to 75. The results showed improved
scores for 15 questions, including career
development, understanding of strategy, and
removing barriers to execution. See page 51
for further details.
We aim to create an inclusive and engaging
environment, where everyone is proud
and excited to come to work and can
perform at their best, develop, and thrive.
We acknowledge the evolving global diversity
and inclusion landscape and are committed
to equal opportunity in all the markets
we serve. We continue to place belonging
and wellbeing at the centre of how we
support and empower our global workforce.
In 2025/26, we were pleased to see the
percentage of female senior leaders increase
by 1 percentage point to 38%. See page 52
for further details.
As we work towards our 2030 ambition to
reach zero accidents, we have evolved our
approach through our Protect What Matters
campaign that places a stronger emphasis
on safeguarding not only our employees, but
also their teams and their families. We made
good progress in 2025/26, with a decrease
in our accident frequency rate by 20% to
0.35 (2024/25: 0.44). We focused on greater
cross-site standardisation, streamlined near
miss reporting, and enhanced travel safety
initiatives. See page 54 for further details.
Link to remuneration
Performance measure in annual incentive
Key performance indicators continued
NON-FINANCIAL KPIS
RS Group plc Annual Report and Accounts 202622
Environment
Carbon intensity
1,2
(tonnes of CO
2
e due to Scope 1 and 2
emissions/Ā£m revenue)
Carbon emissions
2
(tonnes of CO
2
e due to Scope 1 and 2
emissions)
Packaging intensity
1
(tonnes/Ā£m revenue)
Waste
(% of waste recycled)
2.0 5,850 1.67 88%
2.4
2.0
2.4
2.2
2.0
20262025202420232022
6,200
5,600
6,800
6,500
5,850
20262025202420232022
2.11
1.74
1.62
1.55
1.67
20262025202420232022
74%
76%
82%
84%
88%
20262025202420232022
We recognise our role and responsibilities as
a global business in addressing environmental
impacts and supporting the climate transition
for our industry. Our aim is to decouple
business growth from our carbon footprint,
and in 2025/26 we achieved a 9% reduction in
carbon intensity (2024/25: 2.2). Since 2019/20,
we have reduced our carbon intensity by 73%,
including emissions from acquired businesses
from 2019/20 to 2024/25. See page 46 for
further details.
We target absolute carbon reduction in
line with our Climate Transition Plan, which
is also a measure in our employee annual
incentive. In our direct operations, we are
well on track to achieving our ambition of
a 75% reduction in our direct operations
emissions by 2030. This year, we reduced
our direct operations carbon footprint by
10% to 5,850 tonnes (2024/25: 6,500), and
by 67% from our 2019/20 baseline. This has
been driven by energy efficiency measures,
renewable electricity, solar installations, and
fleet electrification. See pages 45 and 46 for
further details.
Our aim is to provide the best customer
experience in the most sustainable way.
We work across our site network to reduce
packaging, while increasing recycled content
and recyclability. This year, packaging
intensity increased by 8% from 2024/25, while
maintaining an overall decrease of 33% from
our 2019/20 baseline. This temporary rise is
primarily driven by higher utilisation of wood
pallets for inter-site deliveries. In response,
a more efficient closed-loop system has
been implemented to counteract this shift.
See page 47 for further details.
We remain committed to reducing, reusing,
and recycling our waste to cut environmental
impact and operational costs, while
strengthening circularity. In addition to
segregating waste materials for recycling,
we implement waste reduction and reuse
initiatives internally, with a particular focus
on targeted solutions for resource recovery.
Recycling performance improved by 4
percentage points this year (2024/25: 84%),
due to larger volumes of waste streams
that have been recycled. See page 47 for
further details.
Link to remuneration
Performance measure in annual incentive
1. Intensity metrics are on a constant exchange rate basis.
2. Coverage includes operations under our direct financial control globally, excluding BPX Group which will be integrated into our ESG reporting in 2026/27.
GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
23
STRATEGIC REPORT
Group financial performance
2026 2025 Change
Like-for-like
1
change
Revenue Ā£2,881m Ā£2,904m (1)% (0)%
Gross profit Ā£1,250m Ā£1,243m 1% 0%
Gross margin 43.4% 42.8% 0.6 pts 0.4 pts
Operating costs Ā£(1,012)m Ā£(1,010)m 0%
Operating profit Ā£239m Ā£233m 2%
Operating profit margin 8.3% 8.0% 0.3 pts
Profit before tax Ā£220m Ā£206m 7%
Basic earnings per share 34.6p 32.5p 6%
Adjusted operating costs
1
Ā£(985)m Ā£(969)m 2%
Adjusted operating profit
1
Ā£265m Ā£274m (3)% (4)%
Adjusted operating profit margin
1
9.2% 9.4% (0.2) pts (0.4) pts
Adjusted operating profit conversion
1
21.2% 22.1% (0.9) pts
Adjusted profit before tax
1
Ā£246m Ā£248m (1)% (2)%
Adjusted basic earnings per share
1
38.7p 39.1p (1)% (2)%
Digital revenue
2
Ā£1,733m Ā£1,754m (1)% (1)%
Services and solutions revenue
2
Ā£787m Ā£742m 6% 6%
RS PRO revenue
2
Ā£415m Ā£392m 6% 5%
1. See Note 3 for definitions and reconciliations of all alternative performance measures, including like-for-like
change and adjusted measures.
2. See Note 2 for disaggregation of revenue analysis and reconciliations.
Revenue
Ā£2,881m
Change: (1)%ā
2024/25: Ā£2,904m
Like-for-like
1
revenue growth
(0)%
2024/25: (2)%
Operating profit
Ā£239m
Change: +2%ā
2024/25: Ā£233m
Adjusted
1
operating profit
Ā£265m
Like-for-like
1
change: (4)%
2024/25: Ā£274m
Adjusted
1
operating
profit margin
9.2%
2024/25: 9.4%
Net debt
Ā£329m
2024/25: Ā£364m
Kate Ringrose
CFO
INVESTING FOR
THE FUTURE WITHIN
CHALLENGING MARKETS
Our strong cash generation and
robust balance sheet enable us to
invest for growth while delivering
meaningful and sustained returns
to shareholders.ā
Financial review
RS Group plc Annual Report and Accounts 202624
Revenue
Group revenue of Ā£2,881 million was down
1% compared to 2024/25. After adjusting for
adverse exchange rate movements, largely
related to a weakening of the US dollar
compared to last year, fewer trading days
in 2025/26, and the revenue related to the
acquisition of BPX, like-for-like revenue was
flat. Group revenue was flat in the second half,
an improvement on the first half decline of
1%, supported by the acceleration in growth
across EMEA, Asia Pacific and Americas (with the
exception of Mexico).
Regional revenue, gross margin, and operating
profit is provided in the following Regional
Performance sections.
Digital revenue, accounting for 60% of Group
revenue (of which 65% is web revenue and 27%
is procurement solutions such as eProcurement),
reduced 1% on a like-for-like basis. Web revenue,
which tends to reflect smaller, more transactional
purchases decreased 6% like-for-like. This was
mainly a result of the impact on web revenue in
Americas due to the digital platform upgrade
and the integration of Distrelec in the DACH
region, with the decommissioning of certain
products impacting our customer attrition
as anticipated.
Services and solutions revenue, accounting
for 27% of Group revenue, increased by 6%
like-for-like, reflecting the increased use of
eProcurement and a continuation of strong
performance in maintenance, rental, technical,
and design solutions. RS Integrated Supply
revenue was broadly flat on a like-for-like basis.
RS PRO, which is our main own-brand product
range and accounts for 14% of Group revenue
(21% share of EMEA revenue, 1% of Americas,
16% of Asia Pacific), grew by 5% like-for-like.
These results are supported by the extension
of our product breadth and an end-to-end
sales and marketing focus in all our regions.
Our competitively priced range continues to
resonate as a quality, non-competing alternative
to third-party branded products, reinforced by
our proven quality assurance qualifications and
design and testing facilities.
Consistent with trends seen over the past couple
of years, revenue performance by product
category demonstrates the difference between
categories that are more industrial and tend
to be less volatile (Facilities & Maintenance,
Mechanical & Fluid Power, PPE & Site Safety)
and those correlated to the electronics market
(such as A&C and Electrification) and the more
electronics-specific categories, Semi & Passives
and Cables & Connectors.
Gross margin
Group gross margin increased by 0.6 percentage
points to 43.4%, or by 0.4 percentage points on
a like-for-like basis. The improvement was driven
by active pricing optimisation and stronger
growth in higher margin product categories,
particularly Facilities and Maintenance and
Mechanical and Fluid Power. In the second
half, gross margin increased further to 43.7%,
reflecting favourable pricing alongside supply
chain and commercial initiatives that improved
both inventory management and changes to
provisioning rates.
Operating costs
Reported operating costs were flat year-on-year
and remained stable at 35% of revenue. On an
adjusted basis, operating costs increased by
Ā£16 million or 2% year-on-year to Ā£985 million.
Our ongoing operating cost base, which
excludes one-offs and restructuring and
integration costs, increased by Ā£16 million
year-on-year to Ā£981 million. The majority
of the year-on-year cost increase related to
Ā£29 million of inflationary costs and Ā£4 million
on employee incentive costs, which was partly
offset by Ā£17 million of restructuring and
integration benefits, taking the total cost savings
achieved in the last three years to Ā£55 million.
We continue to invest in the business, increasing
our organic investment by Ā£4 million in the year
to Ā£35 million, which was at the lower end of our
guidance range.
We benefited from a Ā£5 million one off gain,
largely driven by a Ā£3 million profit on the
disposal of sales activities in the Nordics and
Baltics. Restructuring and integration costs
were Ā£9 million in the year.
Guidance points for 2026/27 ā we expect
inflation on our ongoing operating cost base
to be 3%, variable costs to be 6% of revenue,
continued build of employee incentive to be
c. Ā£5-Ā£10 million and cost savings to be
Ā£10-Ā£15 million having absorbed further
skills investment and incremental software
as a service licence costs. Organic investments
to be at the top-end of our target range
Ā£35-Ā£45 million. Our restructuring and
integration costs to deliver the savings to
be c. Ā£10 million.
Share of
Group revenue
Like-for-like
revenue
growth
A&C and Electrification, Test & Measurement 47% (2)%
Facilities & Maintenance, Mechanical & Fluid Power, PPE & Site Safety, Other 36% 3%
Semis & Passives (inc. Single Board Computing), Cables & Connectors 17% (2)%
Total 100% (0)%
Like-for-like
change (0)%
25/26
revenue
Trading day
movement
24/25 at
constant
exchange rates
Currency
movement
24/25
revenue
Acquisitions
Like-for-like revenue development
Ā£m
2,904
(8)
2,896
(7)
6
(14)
2,881
GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
25
STRATEGIC REPORT
Items excluded from adjusted profit
To improve the comparability of information
between reporting periods, we exclude certain
items from adjusted profit measures. The items
excluded are described below (see Note 3 for
more detail on definitions and reconciliations
of adjusted measures).
Adjusted items include acquisition-related
net gains of Ā£9 million (2024/25: net cost
of Ā£4 million) which included an Ā£11 million
legal settlement income offset by transaction
costs related to the BPX acquisition and other
acquisition-related expenses, amortisation
and impairment of acquired intangibles of
Ā£20 million (2024/25: Ā£37 million), and a
Ā£15 million impairment charge on certain
technology assets, reflecting components
whose functionality has been superseded by
recently implemented replacement systems.
Net finance costs
Net finance costs decreased to Ā£20 million
(2024/25: Ā£27 million), reflecting reduction
in net debt and lower market interest rates.
At 31 March 2026, 34% of gross borrowings
(excluding lease liabilities) were at fixed rates,
unchanged year-on-year, with surplus cash
held at variable rates.
Profit before tax
Profit before tax increased by 7% to Ā£220 million.
Adjusted profit before tax declined by 1% to
Ā£246 million, or 2% lower on a like for like basis.
Operating profit and margin
Operating profit of Ā£239 million was up 2%
compared to the prior period. Adjusted
operating profit saw a decrease of 3%
(4% on a like-for-like basis). This reflects the
regional movements described in the Regional
Performance section, partially offset by the
Ā£3 million profit on disposal. Operating profit
margin increased by 0.3 percentage points
to 8.3% and on an adjusted basis declined by
0.2 percentage points to 9.2%, with volume
pressure from softer markets and increased
organic investment to a large extent mitigated
by our cost benefits and gross margin
improvement. As a result, adjusted operating
profit conversion (adjusted operating
profit/gross profit) declined by 1.1 percentage
points on a like-for-like basis to 21%. Reported
operating profit conversion improved by
0.4 percentage points to 19%.
Financial review continued
Like-for-like
change (4)%
25/26 adjusted
operating proļ¬t
24/25 at constant
exchange rates
Currency
movement
24/25 adjusted
operating proļ¬t
Acquisitions
Like-for-like adjusted operating proļ¬t movement
Ā£m
274
3
277
0
(12)
265
Summary balance sheet
31 March 2026 31 March 2025
Ā£m Assets Liabilities Net assets Assets Liabilities Net assets
Intangible assets 913 ā 913 899 ā 899
Property, plant and equipment 181 ā 181 177 ā 177
Right-of-use assets 52 ā 52 54 ā 54
Investment in joint venture 1 ā 1 1 ā 1
Other non-current assets and
liabilities
10 (96) (86) 16 (102) (86)
Current assets and liabilities 1,345 (654) 691 1,324 (636) 688
Capital employed 2,502 (750) 1,752 2,470 (738) 1,733
Retirement benefit net assets/
(obligations)
2 (11) (9) 2 (16) (14)
Net cash/(debt) (including
leaseī¢liabilities)
167 (496) (329) 148 (512) (364)
Assets/(liabilities) 2,671 (1,257) 1,414 2,620 (1,266) 1,354
RS Group plc Annual Report and Accounts 202626
EBITDA
EBITDA was broadly stable at Ā£319 million,
reflecting operating profit performance and
slightly lower depreciation and amortisation.
Cash flow and working capital
Cash generated from operations was
Ā£351 million (2024/25: Ā£349 million), delivering
adjusted operating cash conversion of 109%,
well above the >80% target. Adjusted free cash
flow was Ā£202 million (2024/25: Ā£214 million),
with year-on-year decline primarily reflecting
lower adjusted EBITDA and increased
capital expenditure, partially offset by
active management of working capital.
After accounting for the cash effect of adjusting
items (including the net gain related to the
acquisition-related legal settlement) free cash
flow increased by Ā£1 million.
Taxation
The income tax charge was Ā£58 million
(2024/25: Ā£54 million). The adjusted tax charge
was Ā£65 million (2024/25: Ā£64 million), resulting
in an effective tax rate of 26.4% (2024/25: 25.8%)
driven by overseas tax rate differentials,
non-deductible items, movements in uncertain
tax positions and prior year adjustments.
Going forward, we expect the full-year 2026/27
effective tax rate on adjusted profit before tax to
be c. 27.0%.
Earnings per share
Basic earnings per share rose by 6% to 34.6p
(2024/25: 32.5p). Adjusted basic EPS was 38.7p,
1% lower year-on-year and 2% lower on a
like-for-like basis.
25/26 adjusted
proļ¬t before tax
Impairment of
technology assets
Amortisation and
impairment of
acquired intangibles
25/26 proļ¬t
before tax
Adjusted proļ¬t before tax reconciliation
Ā£m
220
20
15
246
Acquisition-related
items
(9)
Working capital reduced as revenues declined
and we took an active working capital
management position, with working capital
remaining stable at 24% of revenue. Trade and
other receivables increased by Ā£41 million to
Ā£729 million, driven by higher Q4 sales and
balances acquired with BPX. Credit risk continues
to be tightly managed. Inventories decreased
by Ā£22 million to Ā£595 million, with provision
rates improving to 11.9% (2024/25: 12.3%).
Inventory turns remained stable at 2.7x.
Trade and other payables rose by Ā£23 million to
Ā£634 million, primarily reflecting the acquisition
of BPX and higher March trading.
Looking forward, we continue to manage our
working capital position actively and optimising
cash conversion is a key area of focus. We remain
focused on receivables collection. We will
continue to seek to manage our inventory levels
to take account of changing demand dynamics
and supply chain behaviour, whilst anticipating
our customersā expectations. We will continue
to invest in the right inventory to ensure that we
remain well positioned to maintain service levels
and deliver strong growth as markets recover.
We pay our suppliers to terms and continue
to work with some of our larger suppliers to
improve terms where possible.
Net capital expenditure increased to Ā£53 million
(2024/25: Ā£49 million), reflecting continued
investment in supply chain (e.g. our DC in Italy)
and customer experience capabilities (e.g.
Digital commerce). Capex represented 1.3x
depreciation, within the normal range. 2026/27
capex is expected to remain around Ā£50 million.
Cash flow
Ā£m 2026 2025
Operating profit 239 233
Add back depreciation and amortisation 80 85
EBITDA
1
319 318
Add back impairments and loss on disposal of non-current assets 15 13
Movement in working capital 15 18
Defined benefit retirement contributions in excess of charge (5) (11)
Movement in provisions (1) ā
Equity-settled share-based payments and other 8 11
Cash generated from operations 351 349
Net capital expenditure (53) (49)
Operating cash flow 298 300
Cash effect of adjusting items
1
(9) 4
Adjusted operating cash flow
1
289 304
Net interest paid (20) (29)
Income tax paid (67) (60)
Adjusted free cash flow
1
202 214
1. See Note 3 for definitions and reconciliations of all alternative performance measures.
GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
27
STRATEGIC REPORT
Financial review continued
Retirement benefit obligations
31 March 2026 31 March 2025
Ā£m UK Other Total UK Other Total
Fair value of scheme assets 399 34 433 400 33 433
Defined benefit obligations (339) (27) (366) (342) (26) (368)
Effect of asset ceiling/
onerousī¢liability
(60) (5) (65) (63) (5) (68)
Status of funded schemes ā 2 2 (5) 2 (3)
Unfunded schemes ā (11) (11) ā (11) (11)
Total net obligations ā (9) (9) (5) (9) (14)
New leases
and employee
shares
25/26
net debt
Adjusted
free cash ļ¬ow
DividendsAcquisitions
and disposals
24/25
net debt
Cash impact
of adjusted
items
Movement in net debt
Ā£m
(364)
(23)
(106)
202
9
(47)
(329)
Net debt and liquidity
Net debt reduced to Ā£329 million
(2024/25: Ā£364 million), reflecting strong
free cash flow, partially offset by dividends
(Ā£106 million), purchase of shares in relation to
employee share schemes (Ā£34 million), and the
BPX acquisition (Ā£28 million).
Committed facilities total Ā£682 million,
with Ā£335 million undrawn at year end.
Financial headroom remains strong, with net
debt to adjusted EBITDA at 1.0x and EBITA to
interest of 14.9x, well within covenant limits.
Return on capital employed
ROCE increased to 15.4% (2024/25: 15.2%),
driven by lower capital employed, partially
offsetting lower adjusted operating profit.
Retirement benefit obligations
The UK pension recovery plan has been
completed. Preliminary results from the
31 March 2025 triennial valuation indicate a likely
surplus. No contributions are expected to the UK
scheme in 2026/27, with Ā£0.4 million payable to
other defined benefit schemes.
Dividend and capital allocation
In line with our capital allocation policy and
disciplined approach to deploying capital across
both organic and M&A opportunities, the Board
has reviewed the strength and efficiency of the
balance sheet and intends to continue to pursue
a progressive dividend policy, alongside the
return of Ā£100 million of capital to shareholders
via a share buyback.
A progressive dividend policy supports the
Groupās commitment to maintaining healthy
dividend cover over time, underpinned by
improving performance and strong cash
generation. The share buyback will be conducted
over a 12-month period, and the Board will
continue to review efficient deployment of capital
in line with the capital allocation policy.
The Board proposes a final dividend at 14.2p
per share. This will be paid on 24 July 2026 to
shareholders on the register on 12 June 2026.
As a result, the total proposed dividend for
2025/26 will be 22.9p per share, representing
an increase of 2% over the 2024/25 full-year
dividend. Adjusted earnings dividend cover for
2025/26 is 1.7 times.
Net debt analysis
Ā£m 2026 2025
Borrowings (391) (414)
Bank overdrafts (50) (42)
Lease liabilities (55) (57)
Gross borrowings (496) (512)
Cash and short-term deposits 167 148
Net debt (329) (364)
Foreign exchange
The Group does not hedge translation
exposure on the income statements of overseas
subsidiaries. Based on the mix of non-sterling
denominated revenue and adjusted operating
profit, a one cent movement in the Euro and
US dollar would impact annual adjusted profit
before tax by Ā£1.8 million and Ā£0.5 million
respectively. Translation gains of Ā£33 million
were recorded in Other Comprehensive Income,
partially offset by Ā£5 million of net investment
hedge losses.
The Group is also exposed to foreign currency
transactional risk because most operating
companies have some level of payables or
receivables in currencies other than their
functional currency. Where the exposure is
material, Group Treasury maintains three to
seven months hedging against freely tradable
currencies to smooth the impact of fluctuations
in currency. The Groupās largest exposures relate
to euros and US dollars.
RS Group plc Annual Report and Accounts 2026
28
Regional review
EMEA overall results
2026 2025 Change
Like-for-like
1
change
Revenue Ā£1,803m Ā£1,777m 1% (1)%
Operating profit
2
Ā£196m Ā£201m (2)% (6)%
Operating profit margin
2
10.9% 11.3% (0.4) pts (0.6) pts
Digital revenue
3
Ā£1,363m Ā£1,330m 2% 1%
Services and solutions revenue
3
Ā£607m Ā£557m 9% 7%
RS PRO revenue
3
Ā£371m Ā£352m 6% 4%
+ Read more on our EMEA performance on pages 29 and 30
Americas overall results
2026 2025 Change
Like-for-like
1
change
Revenue Ā£855m Ā£907m (6)% (2)%
Operating profit
2
Ā£77m Ā£82m (5)% (1)%
Operating profit margin
2
9.0% 9.0% 0.0 pts 0.1 pts
Digital revenue
3
Ā£250m Ā£305m (18)% (14)%
Services and solutions revenue
3
Ā£129m Ā£134m (4)% 1%
RS PRO revenue
3
Ā£8m Ā£7m 14% 20%
+ Read more on our Americas performance on page 31
Asia Pacific overall results
2026 2025 Change
Like-for-like
1
change
Revenue Ā£223m Ā£219m 2% 5%
Operating profit
2
Ā£7m Ā£6m 11% 28%
Operating profit margin 3.0% 2.8% 0.2 pts 0.5 pts
Digital revenue
3
Ā£120m Ā£118m 1% 4%
Services and solutions revenue
3,4
Ā£52m Ā£52m 0% 3%
RS PRO revenue
3
Ā£35m Ā£34m 5% 8%
+ Read more on our Asia Pacific performance on page 32
1. Like-for-like adjusted for currency; revenue also adjusted for trading days and M&A. See Note 3.
2. See Note 2 for reconciliation to Group operating profit.
3. See Note 2 for disaggregation of revenue analysis and reconciliations to regional revenue.
4. 2024/25 restated following a review of service solutions categorisation, see Note 2.
EMEA
Revenue increased by 1% but was down 1% on
a like-for-like basis, with a slightly stronger Euro
during the period which was offset by fewer
trading days. Reported revenue for the period
included one month from the BPX acquisition.
Despite weak markets, we saw revenue growth
in our larger markets of UK and Ireland, France
and Italy for the year, but a decline in the DACH
region, where end-markets have been weaker.
PMIs across the region were below the 50 level
for most of the year, with the UK in expansion
from November 2025 and the remaining
markets from February this year.
Our strategic focus continues to be growing
higher potential lifetime value customers, and
as a result of some large Pan-EMEA contract
wins with customers wanting to consolidate
their supplier base, our like-for-like revenue
from the Corporate customer segment grew 6%.
Revenue from Standard, web-focused customers
who are more transactional, grew by 4%, whilst
the number of customers declined as a result
of the short-term disruption from the closure
of Distrelecās DC and discontinuation of
non-profitable products. Our more resilient
product categories of Facilities & Maintenance
and Mechanical & Fluid Power delivered
like-for-like growth for the year, which also
contributed to the higher gross margin uplift
in the second half of the year with our core
Automation, Control & Electrification categories
seeing recovery in the second half. Additionally,
the data we gather from suppliers shows that
we have gained market share overall in EMEA,
particularly in Facilities & Maintenance and
Cables & Connectors, with stronger competitive
pressure in Automation, Control & Electrification
and PPE categories.
OVERVIEW
EMEA PERFORMANCE
In EMEA, we have a broad product and
services and solutions proposition and
significant opportunity to grow market
share, with an emphasis on serving larger
Corporate and Key customers. We remain
focused on driving efficiencies, to benefit
from improved operational leverage.
Highlights
76%
of revenue
from digital
21%
of revenue
from RS PRO
34%
of revenue
from services
and solutions
46.6
NPS
62%
of Group
revenue
70%
of total segment
operating profit
GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
29
STRATEGIC REPORT
UK and Ireland, which accounts for 38% of
the regionās revenue, returned to growth on a
like-for-like basis for the year, accelerating from
(1)% in the first half to 2% in the second half
supported by strategic pricing initiatives. In Q4,
we completed the acquisition of BPX which
specialises in supporting industrial customers
with technical automation and control solutions
in UK and Ireland. As part of our UK & Ireland
business, BPX will strengthen our technical
capabilities within our core product categories
and deepen our strategic supplier partnerships.
France, which accounts for 20% of the
regionās revenue, continued to deliver robust
growth throughout the year, with like-for-like
revenue up 6% despite a weak and uncertain
economic backdrop with PMI largely below
50 recovering in Q4. France is realising the
benefit of a strategically targeted product and
sales offer to serve more resilient industry
verticals, particularly those connected to process
manufacturing such as food and beverage.
DACH (Germany, Austria and Switzerland), which
accounts for 14% of the regionās revenue, saw an
8% like-for-like revenue reduction, with a small
improvement in the second half of the year.
This performance was a result of continued weak
end-markets with contracting PMIs as well as
the anticipated operational disruption as part of
the integration of Distrelec, particularly during
the decommissioning of certain products as
well as the closure of their distribution centre
in the Netherlands in the first half of the year.
The integration of Distrelec is largely complete,
with the transition of the Swiss website and
back-end systems being the last of the
integration, and has delivered synergies
well ahead of our business case.
RS Integrated Supply EMEA like-for-like
revenue grew by 6%, as they leveraged their
technology-led approach to business
procurement outsourcing in attractive
industry verticals with a strong pipeline
of customer opportunities.
The business is more profitable as a result of
exiting unprofitable contracts and replacing
them with contracts that better reflect the
solutions we provide for customers that value
our outsourced supply chain and procurement
process services.
Digital revenue (76% EMEA revenue) returned
to growth in the second half of the year and
up 1% on a like-for-like basis for the year.
This performance was as a result of strong
growth in our eProcurement and Purchasing
Manager platforms which is focused on larger,
higher value customers, and creates longer
lifetime customer value. This performance is
included in like-for-like services and solutions
revenue growth of 7%. This was partly offset by
web revenue (61% of digital revenue) which was
down year-on-year, reflecting reduced activity
from more transactional customers, particularly
in the DACH region as suggested above.
RS PRO like-for-like revenue was up 4% and
now contributes 21% of total EMEA revenue.
EMEAās like-for-like gross margin was flat
year-on-year with benefits from pricing discipline
largely associated to inflationary increases.
Benefits from the integration of Distrelec and
strong cost control offset inflation in the cost
base and a targeted increase in digital marketing
to drive digital performance. This resulted in
a Ā£5 million decrease in reported operating
profit to Ā£196 million, and a resulting decline to
operating profit margin to 10.9% year-on-year.
EMEAās rolling 12-month Transactional NPS was
46.6, down from 48.5 in 2024/25. The decline
reflects temporary disruption to product
availability data during the upgrade to our new
product availability and tracking system in the
first half, which was resolved in the second half
and as a result monthly NPS has recovered.
Regional review continued
RS Group plc Annual Report and Accounts 202630
At a product category level, sales in US
and Canada for Automation, Control and
Electrification products (c. 68% of the
revenue) grew at 3% on a like-for-like basis.
Mechanical and Fluid Power, a key strategic
growth lever, grew by around 8%, while Semis
and Passives components returned to growth
in the second half. RS PRO for the Americas
like-for-like revenue increased by 20% driven by
improved range and availability, increased sales
and marketing focus to capture a greater share
of customer spend in the US and Canada.
RS Integrated Supply Americas like-for-like
revenue declined by 4%. However, profitability
improved following the deliberate exit from
unprofitable agreements, with the strategy
refocused on leveraging our technology
led procurement outsourcing capabilities in
attractive industry verticals and supported by a
strong pipeline of new customer opportunities.
Americas gross margin increased
1.3 percentage points to 34.5%, mainly
supported by c. 2 percentage point
improvement in US & Canada reflecting
strategic pricing initiatives, improved inventory
management and changes to provisioning rates.
Mexicoās gross margin was stable year-on-year,
despite the revenue decline. Operating costs
reflected inflationary pressures and continued
strategic investments, however these were
mitigated by disciplined cost management.
Americas operating profit of Ā£77 million was
5% lower than last year, and down 1% on a
like-for-like basis, driven by strong growth
in the US and Canada, but more than offset
by Mexico. The resulting Americas operating
margin was flat at 9.0%.
Americas rolling 12-month Transactional NPS
was 56.8, down from 65.2 in 2024/25 initially
impacted by the digital commerce launch, but
monthly NPS recovered in the fourth quarter.
Americas
Americas like-for-like revenue decreased by
2% for the year. However, our US and Canada
business (73% of the regionās revenue) grew
by more than 2% on a like-for-like basis,
accelerating in the second half. During the
first half, we launched a new digital commerce
platform in the US which had a short-term
adverse impact on our digital revenue, however
this was to a large extent offset by strong
performance in offline sales as the result of
focused activities with key suppliers, product
category expansion, sales process improvements
and some channel shift by existing customers
from digital to offline transactions. Services and
solutions in the US and Canada saw like-for-like
revenue growth of 12% driven by increased
demand for technical design solutions and
expanded use of eProcurement by larger
customers. The US and Canada business saw
growth in energy and utility, facility and logistics,
and discrete manufacturing vertical markets.
In Mexico we support customers in factory
fit out of automotive and control panels, and
therefore sales include a larger proportion
of larger orders tied to capital investment.
Economic and political uncertainty in Mexico,
including ongoing concerns around tariffs
and delays to a trade agreement with the US,
led many large customers in the region to
defer capital expenditure. This is reflected in
Mexican Manufacturing PMIs, which fell below
50 in September and reached a low of 46 in
December. Against this backdrop, like-for-like
revenue in Latin America (c. 20% of regional
revenue), declined by 13%. Mexicoās like-for-like
revenue in the first half decreased by 6% with
a weighting to Q2. However, the lack of trade
agreement visibility continued through the
second half with Mexico declining by 21% over
the same period ā half the decline relating to
the strengthening of the Peso against the US
dollar. We have visibility of strong pipelines and
a backlog of customer positions and remain
confident that, as tariff uncertainty reduces,
activity levels will recover.
OVERVIEW
AMERICAS PERFORMANCE
In Americas, we have a strong technical
A&C and Electrification focus, with
expanding presence and solutions
expertise. We see the opportunity to
broaden our customer base and offer,
through greater digital and own-brand
RS PRO share.
Highlights
29%
of revenue
from digital
1%
of revenue
from RS PRO
15%
of revenue
from services
and solutions
56.8
NPS
30%
of Group
revenue
28%
of total segment
operating profit
GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
31
STRATEGIC REPORT
Gross margin improved again in 2025/26 by
0.2 percentage points on a like-for-like basis,
benefitting from favourable pricing and volume
throughout the year. Regional operating costs
increased by 4% on a like-for-like basis, driven by
investment in our people, as well as increased
freight costs. Increased operating costs were
more than offset by our revenue growth, and
as a result, operating profit increased by 11%,
and 28% on a like-for-like basis, with a resulting
operating margin of 3%.
Asia Pacific
Asia Pacific revenue was up 5% on a like-for-like
basis driven by both volume and pricing
growth. Growth accelerated in the second half
of the year and reflects both stable economic
conditions, with PMIs remaining above 50
in most of our markets throughout the year,
and accelerated performance across our
largest product categories, Automation &
Control, Cables & Connectors and Facilities &
Maintenance plus strong recovery of Semis &
Passives. Strategic digital and marketing focus
drove strong growth in Standard customers
with like-for-like revenue up 23% and Corporate
customers up 5%.
Australia and New Zealand (36% of the regionās
revenue), delivered 8% like-for-like revenue
growth, reflecting a resilient manufacturing
environment throughout the year. Southeast
Asia (33% of the regionās revenue), delivered
5% like-for-like revenue growth driven by the
regionās strategy of driving growth in higher
value corporate customers and increased take
up of RS PRO products and eProcurement
solutions. Greater China (representing 21%
of the regionās revenue), saw a 2% increase
in like-for-like revenue despite a weak first half
with China and Taiwan growth accelerating in
the second half. Hong Kong remains challenging
due to significantly lower spend from a few
large state-owned customers linked to
government budgetary constraints. Japan
and Korea, with 10% of the regionās revenue,
delivered 3% like-for-like revenue growth,
with particularly strong RS PRO growth.
Digital like-for-like revenue was up
4% year-on-year and contributes to 54% of
Asia Pacific revenue. Performance was driven
by both web growth and greater take up of our
eProcurement solution by larger Corporate
customers. RS PRO like-for-like revenue was
up 8%, accelerating in the second half, as we
continue to enhance our go-to-market strategy,
including targeted product marketing campaigns
and focused product range catalogues.
Asia Pacificās rolling 12-month Transactional NPS
decreased in 2025/26 by 1.7 points to 17.3 as a
result of a temporary impact on order fulfilment
during implementation of our product availability
and tracking system. This was resolved in the
second half with a strong recovery in monthly NPS.
OVERVIEW
ASIA PACIFIC
PERFORMANCE
Asia Pacific benefits from the investment
in process, inventory, and infrastructure
in our EMEA region, and is able to build
positions in a number of markets with
strong growth opportunities.
Highlights
54%
of revenue
from digital
16%
of revenue
from RS PRO
23%
of revenue
from services
and solutions
17.3
NPS
8%
of Group
revenue
2%
of total segment
operating profit
Regional review continued
RS Group plc Annual Report and Accounts 202632
We use risk management and internal control
processes to identify, assess, manage, and
monitor the risks which have the potential
to affect the achievement of our strategy.
Risk framework
Risk management is an essential part of our
business activities, to assist in identifying the
problems the Group may face and to help avoid
or manage them where necessary. Effective risk
management empowers management and
the business to act with autonomy and
accountability and supports the Group to use
risk information as a guide to making informed
decisions and to help prioritise resources.
The risk framework is designed to identify,
assess, and mitigate potential risks
proactively, ensure regulatory compliance,
enhance operational efficiency, and foster
stakeholder confidence. It is a strategic asset
for safeguarding the Groupās financial health,
managing our reputation, and ensuring targets
are achieved.
The members of the ExCo are responsible for
the operational day-to-day understanding and
adherence to the risk framework, and are also
tasked with creating a positive risk culture and
embedding key risks for discussion within their
quarterly business reviews. Senior managers are
responsible for producing risk registers for their
areas of the business and being transparent
in providing information to the Risk team.
This process involves market, business and
functional leaders providing bottom-up visibility
of possible risks.
Risk appetite
We define our risk appetite as the amount of
risk that the Group is willing to take to meet
its strategic objectives and deliver projected
returns. The ExCo, with approval from the
Board, has the responsibility of assigning a risk
appetite against each of the risk categories,
and agreeing behaviours that align to each of
these categories. The appetite is underpinned
by key factors, such as the strategic objectives
of the business, our ways of working, and
treating customers fairly, along with national
and international laws and regulations within
the regions in which we operate. We have a
low tolerance for regulatory risks or risks to the
reputation of the business.
RS does not tolerate fraud or other financial
crimes in any aspect of its operations and any
suspected acts are fully investigated and the
individual(s) involved prosecuted, if appropriate.
See pages 60 and 68 for more information
regarding our Code of Conduct and policies.
Risks, viability and going concern
OUR RISK GOVERNANCE APPROACH
HOW WE MANAGE OUR
RISKS EFFECTIVELY
OVERALL ACCOUNTABLILITY
Board
Overall accountability for the Groupās risk management approach, which is delegated
to the ExCo and supported by the Groupās risk management team. The Board
approves the Groupās risk appetite and the principal risks.
The Board and ExCo are committed to setting and embedding a sound risk culture,
which is aligned with the principles and values of the Group. They recognise that the
right risk culture is vital in assisting management and employees in the avoidance of
many potential organisational difficulties.
The Board is also supported by the Audit Committee to ensure effective internal
controls and risk management systems are in place.
RISK OWNERS
Executive Committee
Responsible for owning and reviewing the Groupās risk management process,
principal and executive risks, mitigating internal controls and making
recommendations to the Board. ExCo, and the Board, aim to set the correct tone
from the top and ensure that risk is an intrinsic element of the governance structure.
Markets, regions, and Group functions
Identifying, reviewing, and communicating local risks using risk registers, where applicable.
SUPPORTING TEAMS
Group risk
Supports the business to identify, assess, manage, and report risks. This includes
providing a consistent measurement process for risks and helping identify risks that
should be reported at a Group level.
Group risk also reviews the annual risk and controls questionnaire to help confirm
more detailed and operational risk information across the Group.
Other specialist functions
Other functions complementing the Group Risk team that oversee areas including
information security and technology, legal, compliance, and environmental and
health and safety teams.
ASSURANCE
Internal audit
Internal audit, as part of its scheduled audits, reviews the effectiveness of the Groupās
mitigating controls.
GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
33
STRATEGIC REPORT
Risks, viability and going concern continued
Risk category: Operational
Risk owner: Group Chief Information Officer
Strategic action: Operational excellence
What is the risk and how could it affect us?
A successful attack on our systems, sites, data, or a third-party could mean that
confidential information is lost or business critical systems become unavailable.
This may lead to negative customer or supplier impacts, regulatory action,
reputational damage, reduced liquidity, and/or loss of business and revenue.
What are we doing to manage the risk?
ā Controls in place include technical and structural protection measures including:
ā Firewalls
ā Anti-malware software
ā Staff training and awareness
ā Procedures to update security patches
ā Regular security testing
ā Incident response processes
ā We regularly assess and continuously develop our security controls, including
investing in employee education and awareness, and further security testing
capabilities. This includes running simulations of security incidents with both senior
and operational leaders
What are our future areas of focus?
ā Continuing to stay abreast of developments relating to cyber security, including
regulatory changes such as the Network and Information Security Directive
ā Working collaboratively with the National Cyber Security Centre and other
third-party security intelligence organisations
ā Strengthening the culture of scenario testing and rehearsals to ensure that
organisational preparation is at the highest possible standard
ā Implementing a revised Security Awareness training course, which centres around
acceptable use of technology by employees
OUR PRINCIPAL RISKS
AND UNCERTAINTIES
Principal risks
The Board and ExCo confirm that they have
undertaken a robust assessment of the Groupās
principal and emerging risks, including those
that could threaten our business model,
future performance, solvency or liquidity, and
reputation and have assessed them against the
Groupās risk appetite.
Assessment of risks
Every principal risk is owned by at least one
ExCo member, and the principal risks and their
mitigations are discussed regularly at ExCo and
presented to the Board. This allows the Board to
review and determine whether the actions being
taken by management are sufficient.
The respective risk owner identifies the controls
to mitigate each risk and assesses the impact
(using both financial and non-financial criteria)
and likelihood of the risk occurring (using
consistent measures). These assessments
consider the effects of the existing controls
leading to the resulting net or residual risk.
This assessment process is supplemented by an
annual risk and controls questionnaire, which
is completed by all relevant operating locations
and Group-wide functions. This provides more
detailed and operational risk information across
the Group and is reviewed by the Groupās
Risk team.
CYBER AND INFORMATION SECURITY
Our risk landscape
Principal risks
ExCo and the Board use principal risks
to identify the most significant threats
the business faces and take proactive
steps to manage them effectively.
Executive risks
Key risks to the business elevated
from business area risk registers for
discussion, assurance, or support at a
senior level.
Emerging risks
Some risks cannot be easily quantified,
often due to a lack of information to
facilitate a clear understanding of the
consequences. These risks are classified
as emerging, and they are monitored
until more information is available.
Risk direction definition
The risk is likely to increase within the next 12 months The risk is likely to remain stable within the next 12 months The risk is likely to reduce within the next 12 months
RS Group plc Annual Report and Accounts 2026
34
Risk category: Operational
Risk owner: Chief of Product and Supply Chain / President EMEA / President
Americas / President Asia Pacific
Strategic action: Operational excellence
What is the risk and how could it affect us?
Increasing global destabilisation and macroeconomic uncertainties impact our
international business activities, increasing operating costs, additional trade sanctions,
tariffs, supply chain delays, or hinders the passage of products between our
distribution sites with delays and higher costs.
What are we doing to manage the risk?
ā Continuously monitoring the existing markets in which the Group operates to
identify potential uncertainties that may impact our service within countries,
regions, or globally
ā Identifying potential supply vulnerabilities through our supplier relationships (both
direct and indirect), and ensuring appropriate resilience is in place
ā Continuously investing in trade compliance intelligence and capabilities
ā Continuously expanding our product range in both depth and breadth, reducing
dependency on any specific supplier or sourcing market
ā Considering this risk as part of the due diligence process, when looking at potential
acquisition targets
ā Global supply chain network and integrated demand planning tools enable us to
monitor live product availability and adjust purchasing, as required, based on lead
times and supplier availability
What are our future areas of focus?
ā Increasing share of local and nearshore sourcing, reducing singular risk from one
sourcing market
ā Ensuring visibility to and recovery of inflationary product and logistics cost changes
through proactive cost and pricing analytics, and related pricing actions
GEOPOLITICAL AND MACROECONOMIC ENVIRONMENT
Risk direction definition
The risk is likely to increase within the next 12 months The risk is likely to remain stable within the next 12 months The risk is likely to reduce within the next 12 months
Risk category: Regulatory compliance
Risk owner: Chief of Corporate Services and Company Secretary /
Chief of Product and Supply Chain
Strategic action: Operational excellence
What is the risk and how could it affect us?
We fail to manage legal and regulatory compliance risks which could lead to:
ā Serious health and safety incidents/breaches
ā Non-compliance with trade, transport, or product regulations across
different markets
ā Breaches of other regulatory or legislative requirements (such as the UK Bribery
Act 2010, the Criminal Finances Act 2017, and the Failure to Prevent Fraud offence
within the Economic Crime and Corporate Transparency Act 2023)
ā Non-conformance with operational compliance controls, such as AI policies
(creating risks of intellectual property infringement, exposure of confidential
information, and system vulnerabilities)
What are we doing to manage the risk?
ā Managing environmental, health, safety, and security risks through accident and
near-miss reporting, data-driven reduction strategies, and specialist actions
ā Ongoing reviews of relevant national and international legal and compliance
requirements, risk assessments, and aligned controls within the Groupās
control framework
ā Training and awareness programmes focusing on legal regulations and
requirements, such as fraud prevention, data protection, and anti-bribery
and corruption
ā Code of Conduct and associated training for all employees, alongside campaign and
promotion of the Groupās whistleblowing Speak Up process
ā Global trade compliance policies and framework in place to monitor and drive
adherence, with reporting and action planning of any non-compliance, including
ethical sourcing policy for suppliers
ā AI policy framework, controls, processes, and training in place to guide the use of
public generative AI tools and AI literacy
What are our future areas of focus?
ā Continuing to review and monitor generative AI use across the Group, alongside
awareness campaigns to increase AI literacy
ā Horizon scanning for upcoming trade compliance regulatory changes, with
follow-up risk and impact assessments, and refreshing supply chain diligence
LEGAL AND REGULATORY COMPLIANCE
GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
35
STRATEGIC REPORT
Risks, viability and going concern continued
Risk direction definition
The risk is likely to increase within the next 12 months The risk is likely to remain stable within the next 12 months The risk is likely to reduce within the next 12 months
Risk category: Operational
Risk owner: Chief Financial Officer / Group Chief Information Officer
Strategic action: Operational excellence / experience
What is the risk and how could it affect us?
We are not able to implement a successful business and technology change
programme to deliver the strategic agenda. This could lead to a lack of engagement
and prioritisation for deployment and embedding the required change initiatives into
the business.
What are we doing to manage the risk?
ā Accelerating a strategic delivery end execution framework supported by a defined
governance process
ā Prioritised enterprise roadmap with clearer alignment across all regions
and functions
ā A new business case and investment framework process
ā Our portfolio review forum requires relevant senior leaders to review risks, financial
performance, and the approach to change management
ā Managing prioritisation sessions to assess projects by reference to the capacity to
deliver and the ability of the organisation to absorb change and affordability
What are our future areas of focus?
ā Using an enterprise management platform to govern the strategic portfolio,
enabling a refinement of priorities, management of dependencies, control of risks,
and tracking the delivery of projects and the value they create
ā Embedding a consistent global approach to change management
ā Leveraging the expertise of industry leading partners to continue to improve
delivery capability
CHANGE INITIATIVES
Risk category: Operational
Risk owner: Chief People Officer
Strategic action: Operational excellence
What is the risk and how could it affect us?
We are not able to attract, develop, and retain the necessary high-performing
employees and capabilities; we will not be able to meet our strategic goals and
maintain customer service levels and relationships.
What are we doing to manage the risk?
ā Investing in our Talent Acquisition (TA) organisation, processes, and systems with
over 95% of roles filled by our in-house TA team
ā Progressing with our strategic workforce plan, targeted at building and acquiring
the capabilities that will help deliver the RS strategy
ā Significantly investing in leadership development through the Leadership
Advantage Programme in partnership with Duke Corporate Education and manager
capability through the development of a new manager programme
ā Improving the cascade of objectives and performance management
ā Continuing to support and grow our ERGs through our belonging strategy
(page 52)
ā Continuing investment in recognition programmes and incentives, including all
employee share plans
What are our future areas of focus?
ā Identifying core skills in the workforce, performing a gap analysis, and developing
a plan to bridge the gap through capability building and hiring
ā Supporting early careers with a programme to attract and retain talent for
the future
ā Delivering on the requirements of the European Pay Transparency legislation,
in line with our pay philosophy
TALENT AND CAPABILITY
RS Group plc Annual Report and Accounts 202636
Risk category: Strategy and change
Risk owner: Chief Customer Experience Officer / President EMEA /
President Americas / President Asia Pacific
Strategic action: Operational excellence / customers / products and suppliers /
services and solutions / experience
What is the risk and how could it affect us?
Increasing structural shifts in customer buying behaviour, pricing expectations, and
routes to market could lead to lower than forecast growth or margin pressure if we do
not anticipate and respond effectively. Key drivers include macroeconomic uncertainty
(such as inflation, tariffs, and supply chain disruption), accelerating adoption of digital
and AI-enabled purchasing tools, and heightened competitive intensity from both
traditional competitors and digital-first entrants.
What are we doing to manage the risk?
ā Strengthening customer insight and segmentation through improved data,
analytics, and voice of customer inputs to better anticipate changes in demand and
value drivers
ā Continuing to improve the digital customer experience, including enhanced
comparison tools and search capabilities, making it easier for customers to select
the right products and service solutions from our broad and differentiated range
ā Maintaining strong pricing discipline and increasing operational and cost base
flexibility to enable a faster response to changes in volume, mix, and margin
ā Reducing exposure to cyclical end markets by increasing focus on more resilient
customer verticals, solutions-led propositions, and own brand and value added
product ranges
What are our future areas of focus?
ā Further expanding and optimising our product and service solutions portfolio,
informed by horizon scanning of emerging technologies (including AI-enabled
products and services) and evolving customer needs
ā Accelerating strategic initiatives that strengthen differentiation, customer
loyalty, and share of wallet, including deeper integration into customersā
procurement workflows
ā Continuing targeted investment in digital platforms, tools, and data capabilities to
enhance personalisation, speed to market, and decision-making
ā Embedding more agile, test and learn ways of working to improve responsiveness
to market disruption and reduce response times
MARKET DISRUPTION
Risk category: Operational
Risk owner: Chief of Product and Supply Chain
Strategic action: Operational excellence / experience
What is the risk and how could it affect us?
We are not adequately prepared for a major business disruption, either local or global,
caused by an unplanned event disrupting critical infrastructure (physical and/or digital
assets), and cannot carry out key processes and functions.
What are we doing to manage the risk?
ā Helping the business anticipate, prepare for, respond to, and recover from
disruptions through business resilience policies, frameworks, and plans
ā Aligning our Board-approved risk appetite statement with the strategy of the
business and resilience priorities
ā Strengthening our global supply chain network, which has the ability to fulfil
customer orders by another distribution site to maintain service
ā Ongoing assessments of critical third-party inventory suppliers and appropriate
inventory levels mitigate risk, where identified
ā Resilient IT systems infrastructure feature operating redundancies and disaster
recovery, and core IT systems are tested annually for disaster recovery
What are our future areas of focus?
ā Continue expanding product ranges stocked closer to customers to reduce
dependency on individual distribution sites within the network
ā Continuing with a standardised, structured approach and testing for incident,
business continuity, and crisis management, ensuring consistency and alignment
with best practice across the Group
BUSINESS RESILIENCE
Risk direction definition
The risk is likely to increase within the next 12 months The risk is likely to remain stable within the next 12 months The risk is likely to reduce within the next 12 months
GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
37
STRATEGIC REPORT
Risks, viability and going concern continued
Risk direction definition
The risk is likely to increase within the next 12 months The risk is likely to remain stable within the next 12 months The risk is likely to reduce within the next 12 months
Risk category: Operational
Risk owner: Chief of Corporate Services and Company Secretary
Strategic action: Operational excellence / product and suppliers
What is the risk and how could it affect us?
We do not adequately manage potential business impacts from climate change,
including:
ā Physical risks from extreme weather (heatwaves, storms, floods), which could affect
employee wellbeing, supply chains, and customer service, leading to revenue loss
and higher operating/capital costs to mitigate impacts
ā Transition risks from the shift to a low-carbon economy, such as reduced demand
from energy-intensive industries, declining single-use RS product sales, and rising
logistics costs (carbon taxes, clean tech investment) ā potentially lowering revenue
and customer satisfaction
What are we doing to manage the risk?
ā Active monitoring of DCs during high-heat periods, with enhanced ventilation,
rest breaks, and hydration; strengthened business continuity for extreme weather
through alternative warehousing, drop shipments, and network optimisation across
the Americas network
ā Expanding our sustainable product portfolio, including the Better World product
range, delivering technically led products that use more sustainable materials,
improve sustainability and efficiency, and embed circular design
ā Strengthening our supply chain and operational capabilities through a regionalised
network that shortens delivery distances, reduces transport costs, and lowers
emissions across distribution sites and product shipments
ā Supporting newly acquired RS businesses to develop and execute first phase
decarbonisation plans, including on-site solar generation such as Risoulās solar PV
installation in Monterrey, Mexico
ā Extending Scope 3 targets for products, suppliers, and logistics to more effectively
manage emissions and related risks, while maximising the opportunities to support
customer sustainability ambitions
What are our future areas of focus?
ā Expanding sustainable offerings, deepening supplier partnerships, scaling Better
World products, and enhancing climate resilient DCs to strengthen a low-carbon,
resilient value chain and capture opportunities from the low-carbon transition
ā Continuing investment in decarbonising acquired businesses to maintain progress
towards our 2030 net zero target
CLIMATE CHANGE
Risk category: Operational
Risk owner: President EMEA / President Americas / President Asia Pacific
Strategic action: Operational excellence / customers / products and suppliers /
services and solutions / experience
What is the risk and how could it affect us?
We do not realise the appropriate value from our acquisitions.
What are we doing to manage the risk?
ā Clearly defined returns criteria for investments, expertise in a comprehensive suite
of valuation techniques, and a commercial approach to negotiation
ā Robust integration planning processes linked to the due diligence process;
ownership of the business plan and synergy targets; detailed synergy capture plan;
and governance of post-acquisition delivery process
ā For each integration, monthly steering committees are formed with key
stakeholders, which monitors progress plans for workstreams and risks and issues
What are our future areas of focus?
ā Continuing to refine internal processes
ā Continuing to train and develop latest industry standard techniques for valuation,
acquisition, and integration
ā Oversight to ensure investments are meeting/exceeding targets from the
acquisition business case
M&A ACTIVITY
RS Group plc Annual Report and Accounts 202638
Viability statement
Assessment of prospects
Our business model and strategy, as described
on page 15, is structured so that the Group is
a digitally enabled global distributor of product
and service solutions, providing small volumes of
our suppliersā products to satisfy our industrial
customersā MRO demands. We supply a very
broad spread of customers, both in terms of
industry sector and geography. The Group is
not reliant on one particular group of customers
or suppliers, as its customer and supplier base
continues to be diverse. Our business model
is differentiated by: our global network of
distribution sites; our customer-centric team;
our strong supplier relationships; our broad
and deep product offering and service solutions
capabilities; and our strong digital presence.
The Group has high inventory availability with
products sourced from a large number of
suppliers and provides customers with a reliable
and fast service.
The Groupās results and financial position are
reviewed monthly by both our ExCo and the
Board. Every day the ExCo receives an analysis
of the previous dayās revenue and gross margin.
The Board receives and reviews regularly the
monthly management accounts, including cash
flows, and also receives regular performance
and forecast updates from the CFO and CEO.
We update our detailed rolling forecast of the
Groupās income statement, balance sheet,
and cash flows frequently, which are regularly
reviewed, and the assumptions approved, by
the Board.
The Groupās long-term prospects are assessed
primarily through our strategic and financial
planning process. This includes the preparation
of a five-year strategic plan and an annual
budget setting process, involving both Group
and regional management, which are updated
annually and reviewed and approved by
the Board. The ExCo receives and reviews
progress against the strategic plan objectives
regularly. The Board also receives updates and,
if appropriate, the strategic plan is updated
depending on progress and performance.
The Board also considers the long-term
prospects of the Group as part of its regular
monitoring and review of risk management and
internal control systems, as described on pages
33, 79 to 81 and 95.
Our regular cash flow forecasts enable us to
track our net debt position and to take any
necessary actions on a timely basis. Our capital
position is supported by regular reviews of the
Groupās funding facilities and banking covenantsā
headroom, through the Groupās Treasury
Committee. Only Ā£65 million of the Groupās
Ā£400 million multi-currency facility was drawn
down at 31 March 2026.
As described throughout this Annual Report
and Accounts, the Groupās performance was
impacted by subdued market conditions. As a
result, like-for-like revenue remained broadly flat.
Continued strong working capital management
resulted in adjusted operating cash flow
conversion of 109% (2024/25: 111%) and
adjusted free cash flow of Ā£202 million, further
reducing net debt to Ā£329āÆmillion (including
lease liabilities of Ā£55 million) at 31 March 2026.
We also paid dividends during the year of
Ā£106 million (2024/25: Ā£105 million). We have
ended the year with a strong balance sheet.
Details of our sources of finance are outlined
in Note 23 on pages 164 to 168. The earliest
facilities maturing are two tranches of the private
placement loan notes totalling Ā£76.0m, which
come to term in the last three months of 2026.
The Groupās debt covenants are EBITA to interest
to be greater than 3:1 and net debt to adjusted
EBITDA to be less than 3.25:1. At 31 March 2026
EBITA to interest was 14.9x (2024/25: 10.9x)
and net debt to adjusted EBITDA was 1.0x
(2024/25: 1.1x) (see Note 3 on pages 137 to 141
for reconciliations) and under our strategic plan
these are also comfortably met.
Viability assessment period
In its assessment of the Groupās viability, the
Board has reviewed the assessment period
and has determined that a three-year period
to 31 March 2029 continues to be most
appropriate. The robustness of the strategic plan
is higher in the first three years. The Group has
few contracts with either customers or suppliers
extending beyond three years and, in the main,
contracts are for one year or less. The business
operates with a minimal forward order book,
generally taking orders and shipping them on
the same day. In addition, as more business
becomes digital and we become more agile,
speed of change increases and so visibility is
relatively short-term. Of the Groupās long-term
obligations, the UK pension scheme is the
largest and its triennial funding valuation forms
the basis of our agreeing its funding with its
trustee. Our share-based payment schemes are
also mainly for three years.
Assessment of viability
Each of the Groupās principal risks and
uncertainties on pages 34 to 38 has a potential
impact on the Groupās viability and so the Board
considered various scenarios and examined a
number of factors that could impact each in the
future. It decided which scenarios would have
the most impact on the viability of the Group
and determined an appropriately severe, but
plausible, stress test for each of these scenarios.
The strategic plan approved at the December
2025 Board meeting is considered to reflect
the Boardās current best estimate of the future
prospects of the Group. Therefore, in order to
assess the viability of the Group, the scenarios
and stress tests were modelled by overlaying
them onto the downside version of the
strategic plan to quantify the potential impact
of one or more of them crystallising over the
assessment period.
The scenarios and related stress tests modelled
and how they link to the principal risks and
uncertainties are shown on the next page.
GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
39
STRATEGIC REPORT
Going concern
The going concern period is defined as a period
of at least 12 months from 19 May 2026.
The same reverse stress tests were applied for
the going concern period as for the viability
modelling. These included significant declines
in revenue, significant declines in both revenue
and gross margin, and a major deterioration
in cash collection. These reverse stress tests
assumed that capital expenditure and operating
costs are unchanged from those in the forecast,
no significant working capital initiatives occur
in mitigation, dividends continue to be paid,
and there are no changes in or extensions to
debt financing.
Based on the assessment outlined above and
the output of our detailed rolling forecasts, the
Board believes that it is appropriate to continue
to adopt the going concern basis in preparing
the Groupās accounts.
In performing the tests to the left it was
assumed that capital expenditure is unchanged
from that in the strategic plan, there are no cost
mitigation actions taken, dividends continue
to be paid, and there are no changes in or
extensions to debt financing.
The results of the stress tests to the left showed
the Group would be able to withstand the impact
of these scenarios occurring.
Reverse stress tests were also undertaken to
assess the circumstances that would threaten
the Groupās current financing arrangements.
These included significant declines in revenue,
significant declines in both revenue and gross
margin, and a major deterioration in cash
collection. All these reverse stress tests assumed
that no major reorganisations or significant
working capital initiatives occur in mitigation,
capital expenditure is unchanged from that in
the strategic plan, dividends continue to be paid,
and there are no changes in or extensions to
debt financing. The Board considers the risk of
these circumstances occurring to be remote.
The above scenarios are hypothetical and
extremely severe for the purpose of creating
outcomes that have the ability to threaten the
viability of the Group; however, multiple control
measures are in place to prevent and mitigate
any such occurrences from taking place. If any
of these scenarios actually happened, various
options are available to the Group to maintain
liquidity so as to continue in operation.
Confirmation of viability
Based on the assessment outlined above, the
Board has a reasonable expectation that the
Group will be able to continue in operation and
meet its liabilities as they fall due over the three
years to 31 March 2029.
Scenario and related stress tests modelled
Revenue and gross margin down
Five percentage points decrease in growth in
each of 2026/27, 2027/28 and 2028/29 from
the downside strategic plan. Gross margin
falls by two percentage points and does not
improve. Freight and variable labour rates
continue at the same percentage of revenue.
No cost-saving initiatives are implemented.
Link to principal risk and uncertainties
ā Change initiatives
ā M&A activity
ā Talent and capability
ā Geopolitical and
macroeconomic environment
ā Market disruption
ā Climate change
ā Legal and regulatory compliance
Significant infrastructure failure
A major incident at the distribution site with
the largest impact, destroying the building and
its contents
Link to principal risk and uncertainties
ā Business resilience
ā Climate change
Cash collection down
Cash collection from trade receivables
deteriorates leading to trade receivables
impaired by 2% of revenue in 2026/27
Link to principal risk and uncertainties
ā Geopolitical and
macroeconomic environment
Major cyber breach/information loss
Major system failure (possibly caused
by a cyber attack) leading to a serious
loss of service, fines for data breach, and
loss of reputation, leading to halving of
revenue growth
Link to principal risk and uncertainties
ā Cyber and information security
ā Business resilience
Risks, viability and going concern continued
RS Group plc Annual Report and Accounts 202640
Environment, social and governance
DRIVING VALUE,
DIFFERENTIATION
AND EFFICIENCY
THROUGH ESG
In this section:
Our 2030 ESG action plan 42
Advancing sustainability 44
Empowering our people 51
Championing youth & communities 55
Doing business responsibly 58
Task Force on Climate-related Financial Disclosures (TCFD) 62
Non-financial and sustainability information statement 68
Section 172 statement 69
+ Read more about our ESG approach at:
rsgroup.com/sustainability
Our Better World product range is
our flagship sustainability initiative
offering c. 33,000 products backed
by clear, verifiable sustainability
claims to reduce resources, cost,
and environmental impact.
+ Read more on pages 48 and 49
Sustainability is core to how we do business,
and a value driver for RS, our customers, and
our suppliers. By integrating environmental
sustainability, positive social impact, and
responsible governance into our strategy,
we strengthen resilience, unlock growth
opportunities, and build trust. Our ESG
commitments help to guide the decisions
that shape our business today and ensure we
contribute meaningfully to a sustainable future.
STRATEGIC REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
41
GOVERNANCE REPORTSTRATEGIC REPORT
Our 2030 ESG action plan
Our purpose, making amazing happen for
a better world, captures our commitment
to creating sustainable value for RS,
our stakeholders, and the wider world.
Embedded in our business strategy, our
2030 ESG action plan targets four global
goals and 14 ambitions in the most
material areas for our business.
ESG enables us to better serve our c. 1 million
customers, our people, and our >2,500 global
suppliers. Core to our growth strategy, it drives
operational efficiency and supports sustainable
products and solutions, strengthening value
chain partnerships and opening commercial
opportunities. ESG attracts high-value customers
who prioritise sustainability, reinforced by our
Better World product range and our EcoVadis
Platinum and CDP A List ratings.
ESG underpins operational excellence, from
more sustainable and efficient distribution
centres (DCs) to optimised packaging and
logistics, while enhancing customer experience
through responsible product choices that
differentiate us as a strategic partner. By working
closely with suppliers and providing customers
with the transparency needed for informed
procurement, we are facilitating the transition
to a resilient, low-carbon future.
Our ESG action plan is shaped by our most
material topics, defined through our 2024/25
double materiality assessment and mapped to
our action plan. In 2025/26, we expanded ESG
assurance to enhance readiness for evolving
regulatory requirements. We engaged Grant
Thornton UK LLP (Grant Thornton) to provide
independent limited assurance over selected
sustainability data including metrics highlighted
in this report with a (*) symbol. Their full
(unqualified) assurance report can be found on
our website at rsgroup.com/sustainability
FOR A BETTER
WORLD
OUR 2030 ESG
ACTION PLAN
ENVIRONMENT SOCIAL GOVERNANCE
ADVANCING
SUSTAINABILITY
EMPOWERING
OUR PEOPLE
CHAMPIONING
YOUTH & COMMUNITIES
DOING BUSINESS
RESPONSIBLY
Developing sustainable
operations and product
and service solutions
for our customers
and suppliers.
Creating an inclusive
and engaging
environment, where
everyone is proud and
excited to come to
work and can perform
at their best, develop,
and thrive.
Inspiring the next
generation of engineers
and innovators and
supporting our
communities worldwide
to improve peopleās
lives and create a more
sustainable world.
Ensuring the
highest ethical
and environmental
standards throughout
our business and global
value chain.
+ Read more on pages
42 and 43
+ Read more on pages
44 to 50
+ Read more on pages
51 to 54
+ Read more on pages
55 to 57
+ Read more on pages
58 to 61
OUR MATERIAL TOPICS
Goal Topic Materiality
Climate change Double
Energy Impact
Circular economy and waste Impact
Culture and engagement Impact
Health and safety Impact
Diversity and inclusion Impact
Training and skills development Impact
Goal Topic Materiality
Community engagement Impact
Corporate governance Impact
Corporate culture Impact
Responsible supply chain Financial
ā ā ā
Customer and supplier
partnerships
Double
ā ā ā
Macroeconomic environment Financial
Materiality definitions
Impact
RS Groupās impact on the
wider world
Financial
Financial risks and opportunities
of sustainability-related topics
for RS Group
Double
Both a financial risk or
opportunity for RS Group and
an impact created by RS Group
RS Group plc Annual Report and Accounts 202642
2030 ESG action plan: Performance highlights
1. Tonnes of CO
2
e due to transportation emissions per tonne of product sold.
2. 108 of 136 senior leaders self-reported ethnicity via the employee database (including not specified/prefer not to say, excluding markets where RS cannot collect this data) and 14 identified as non-white.
3. Per 200,000 hours worked.
A summary of progress against each of our global goals can be found in the table below, with detailed progress updates against all 14 ambitions outlined on pages 44 to 61. Progress includes data
from acquisitions within all reporting years from 2019/20 to 2025/26, excluding BPX Group which will be added to current and historic years in 2026/27. To read more about our ESG approach,
including our methodology for collecting and calculating ESG data, accounting for acquisitions, and historical performance, see: rsgroup.com/sustainability
GLOBAL GOALS KEY ACTION AREAS PERFORMANCE HIGHLIGHTS
ADVANCING
SUSTAINABILITY
Net zero emissions in direct operations
by 2030 and wider value chain by 2050
with science-based targets (SBTs) covering
Scopes 1, 2 and 3.
67%
reduction in Scope 1
and 2 emissions since
2019/20
90%
of our packaging has
>50% recycled content,
an increase of 8% pts
since 2024/25
34%
reduction in Scope 3
transport emissions
intensityĀ¹ since 2019/20
EMPOWERING
OUR PEOPLE
Achieve and maintain an employee
engagement score in the top 10%
of high-performing companies.
75
employee engagement
score up from 72 in
2024/25
38%
of our senior leaders
are female and 13%
are ethnically diverse
2
49%
reduction in our all
accident frequency
rate
3
since 2019/20
CHAMPIONING YOUTH
& COMMUNITIES
Inspire one million young people to
become future engineers and innovators.
968k
young engineers and
innovators supported
since 2020/21
Ā£166k
raised for our global
social impact partner
SolarAid in 2025/26
30%
of our employees
volunteered to support
their local communities
in the last two years
DOING BUSINESS
RESPONSIBLY
Increase screening and ESG objectives for
suppliers. ESG metrics in employee rewards.
48%
of employees have their
annual incentives aligned
to carbon reduction
targets
74%
of strategic suppliers
by spend set SBTs
80%
of RS PRO suppliers
by spend are Sedex
members
GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
43
STRATEGIC REPORT
Environment
Our net zero plan
Our ambition is to be net zero in our direct operations by 2030 and across our wider value chain by 2050. This means implementing our science-based
emissions reduction targets across Scope 1, 2 and 3 emissions and using certified Gold Standard offsets for any additional residual, hard-to-abate
emissions. To achieve this, in 2025/26 we updated our 2030 emissions targets for products, suppliers, and transportation. This includes setting a new,
more ambitious Scope 3 emission target (see below) and validating this with the Science Based Targets initiative (SBTi) in May 2026. These targets and
their supporting initiatives drive our decarbonisation approach in line with the 2015 Paris Agreement to limit global warming to 1.5Ā°C above pre-industrial
levels. Our detailed climate performance can be found on pages 45 and 46, our Task Force on Climate-related Financial Disclosures (TCFD) response on
pages 62 to 67, and our independent limited assurance statement from Grant Thornton at rsgroup.com/sustainability
Climate
ambition
2030 ACROSS OUR DIRECT OPERATIONS 2050 ACROSS OUR VALUE CHAIN
Decarbonisation
levers
Decarbonising
our sites
page 46
Switching to
renewable energy
page 46
Creating a
net zero fleet
page 46
Sustainable
product and
service solutions
pages 48 and 49
Supplier
sustainability
page 50
Product
transportation
page 50
2030 targets
1
SBTi validated
75%
reduction in Scope
1 and 2 emissions
100%
renewable
electricity
NET ZERO
company car fleet
51.6%
reduction in
Scope 3 emissions
per Ā£ million
value added
Engage our
strategic suppliers
to set SBTs
40%
reduction in
product transport
emissions intensity
2
Progress
to date
67%
reduction in Scope
1 and 2 emissions
since 2019/20
92%
renewable
elec tricit y use
in 2025/26
60%
of company
cars are elec tric
or hybrid
in 2025/26
37%
reduction in RS
PRO product
emissions
in-use since
2019/20
74%
of strategic
suppliers by spend
set SBTs with SBTi
in 2025/26
34%
reduction in
product transport
emissions
intensity
2
since 2019/20
Enablers and
dependencies
Access to technologies | Government policies and incentives | Energy grid decarbonisation
Future availability of Gold Standard certified offsets | Manufacturing efficiencies | Product eco design
Customer adoption of renewable electricity | Favourable macroeconomic environment
1. From a 2019/20 baseline. 2. Tonnes of CO
2
e due to transport emissions per tonne of product sold.
ADVANCING
SUSTAINABILITY
As a critical partner to the
global industrial sector, we help
customers operate more safely,
sustainably, and efficiently as they
work hard to reduce resource use,
minimise costs, and improve their
environmental and social impact.
By building a more sustainable
network and delivering more
product and service solutions that
support sustainable businesses,
we are creating tangible benefits
across the industrial value chain
and reinforcing our role as a
trusted and strategic partner with
both our customers and suppliers.
Our Climate Transition Plan (CTP)
RS has a key role to play in enabling the transition to a low-carbon global industrial sector for our people, customers, and suppliers. Our CTP clearly
articulates our climate ambition and how our climate actions are supporting strategic progression and stakeholder value creation, as well as adding
detail and transparency to our net zero delivery plan. This is a key differentiator designed to help our customers and suppliers achieve their own
decarbonisation goals, enabling us to retain our position as a trusted business partner in the wider industry transition.
+ Read more on our website at rsgroup.com/sustainability
RS Group plc Annual Report and Accounts 202644
As a global distributor of industrial maintenance,
repair and operations (MRO) products, we use
our scale and influence to promote sustainable
practices across our supply chain and
provide customers with trusted, lower-impact
procurement choices. This is an increasingly
important differentiator as expectations for
transparency, compliance, and low-carbon
manufacturing continue to rise.
In our direct operations, we are on track
to achieve our ambition of a 75% reduction in
our direct emissions by 2030
1
. Through energy
efficiency measures, renewable electricity, solar
installations, and fleet electrification, we have
made significant progress from our 2019/20
baseline (read more on page 46).
Decarbonising our value chain depends on
product and supplier innovation, particularly
related to our products (manufacturing and
in-use) and our logistics network.
In 2025/26, we completed extensive modelling
of our Scope 3 data which positions us to
drive meaningful decarbonisation across our
value chain, while supporting our high-value
customersā ambitions and ensuring we meet the
requirements of commercial bids and tenders.
In 2025/26, we achieved our SBT to reduce the
in-use carbon intensity of RS PRO products
by 20% (37% reduction from our baseline).
Following extensive analysis, the ExCo approved
an updated Scope 3 target that balances our
ambition, strategic progress, and stakeholder
value alongside our external dependencies and
our limited influence and control as a distributor.
We aim to achieve a 51.6% reduction in Scope 3
emissions per Ā£ million value added
1
ā this target
was validated by the SBTi in May 2026 and we
will report our first-year progress in 2026/27.
Our complete emissions inventory can be found
in our ESG Report and ESG data centre, which
can be found with our ESG basis of reporting at:
rsgroup.com/sustainability
REDUCING OUR
CARBON FOOTPRINT
Greenhouse gas (GHG) emissions (Scope 1 and 2) and Streamlined
Energy and Carbon Reporting (SECR) disclosure
In accordance with UK SECR requirements, our 2025/26 Group Scope 1 and 2 emissions are
summarised in the table below.
In 2025/26, the Group commissioned independent limited external assurance from Grant
Thornton of 34 2026 metrics, including those marked with an asterisk (*). Their independent
assurance report is available at rsgroup.com/sustainability
Metric Unit 2026 2025
Scope 1 GHG emissions
*
tonnes CO
2
e 4,795 5,734
Scope 2 GHG emissions (market-based)
*
tonnes CO
2
e 1,055 778
Scope 2 GHG emissions (location-based)
*
tonnes CO
2
e 6,110 7,083
Total Scope 1 and Scope 2 (market-based) GHG emissions
*
tonnes CO
2
e 5,850 6,512
Emissions from premises sources tonnes CO
2
e 3,138 3,192
Emissions from vehicle sources tonnes CO
2
e 2,712 3,320
Intensity metric: Total Scope 1 and Scope 2
(market-based) GHG emissions per Ā£m revenue
*
tonnes CO
2
e/Ā£m 2.0 2.2
Total energy consumption
*
GWh 52 54
Electricity use from renewable sources
*
% Group electricity 92% 93%
Electricity use from own renewable generation
*
% Group electricity 3% 2%
Notes to SECR disclosures
ā UK SECR: 35% of Scope 1 emissions, 40% of Scope 2 (location-based) emissions, zero market-based
emissions, and 46% of energy consumption from UK operations.
ā GHG emissions are reported in accordance with the Greenhouse Gas Protocol Corporate Accounting
and Reporting Standard (Revised), under a financial control boundary.
ā Department for Energy Security and Net Zero (DESNZ) (2025) emission factors are applied, unless
emission factors from other sources are deemed more appropriate.
ā Intensity metric figures are on a constant exchange rate basis.
ā Further details can be found in our ESG basis of reporting document alongside our full suite of ESG
metrics in our ESG data centre on our website: rsgroup.com/sustainability
Scope 3 Greenhouse gas (GHG) emissions
Key Scope 3 emissions categories
% change
from 2020 2026 2025
2030
target
Category 1: Purchased goods and services
*
(38)% 2.2m 2.3m
Target: % of strategic suppliers by spend with SBTs +3% pts 74% 71% 100%
Category 4: Upstream transportation and distribution
2*
(28)% 42,600 49,600
Target: Product transportation carbon intensity
(tonnes CO
2
e per tonne of product sold
*
)
(34)% 1.09 1.23 (40)%
Category 11: Use of sold products
3*
(37)% 4.1m 5.3m
Target: RS PRO products in-use carbon intensity
(tonnes CO
2
e per tonne of RS PRO products sold
*
)
(37)% 95 122 (20)%
(achieved)
Remaining Scope 3 categories (19)% 27,000 27,000
Total Scope 3 GHG emissions (tonnes CO
2
e) (37)% 6.4m 7.7m
2025/26 metrics marked (*) have been independently assured by Grant Thornton.
1. By 2029/30 from 2019/20.
2. Includes only inbound, outbound, and inter-site deliveries controlled by RS Group.
3. Scope 3 category 11 figures have been updated to include in-use emissions from all products, not just RS PRO.
GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
45
STRATEGIC REPORT
Environment: continued
ADVANCING SUSTAINABILITY
WITHIN OUR BUSINESS
CARBON EMISSIONS IN
OUR DIRECT OPERATIONS
By 2029/30, our ambition is to reduce
absolute emissions from our own
operations by 75% (validated by the SBTi).
Scope 1 and 2 carbon emissions
1
5,850
10% reduction from 2024/25
Status
On track or ahead
Carbon intensity
2
2.0
9% reduction from 2024/25
Status
On track or ahead
Decarbonising our sites
We are modernising our distribution sites
with low-carbon heating technologies,
improved insulation, and other upgrades to
support energy efficiency, cost reduction, and
sustainability. 2025/26 highlights include:
ā Achieved a 15% reduction in absolute
premises energy consumption and a 44%
reduction in energy intensity from 2019/20
ā Reduced gas consumption by 10% from
2024/25
ā 23 energy efficiency projects across our site
network, including electrification of heating
and water, insulation improvements, rapid
roller doors, LED lighting, and biogas use
Switching to renewable energy
We are focusing first on maximising on-site solar
installation, supplementing this with renewable
electricity procurement, where required.āÆ
2025/26 highlights include:
ā 92% renewable electricity use
ā Self-generated solar power provided 38% of
the electricity consumed across five sites
ā Completed solar installation at our fulfilment
centre (FC) in Sydney, Australia and initiated
solar installation at our Risoul FC in Monterrey,
Mexico
Environmental Management
System (EMS)
The majority of our distribution sites have
a robust EMS in place to manage risk,
track ongoing performance, and identify
opportunities to target further emissions
reductions. Additionally, 30 sites ā covering
49% of our operations by revenue and 58%
by floor area ā are covered by ISO 14001
environmental management certifications.
1. Tonnes CO
2
e. Progress includes emissions from
acquisitions within all reporting years from 2019/20
to 2025/26, excluding BPX Group which will be
added to current and historic years in 2026/27.
2. Tonnes CO
2
e/Ā£ million revenue, on a constant
exchange rate basis.
3. Hydrotreated vegetable oil.
Creating a net zero fleet
We are transitioning our company carāÆand
van fleet to electric andāÆhybrid vehicles, while
promoting greater adoption by our people.
2025/26 highlights include:
ā Over half of our global fleet and 99% of UK
cars are hybrid or electric
ā 42% reduction in Group diesel consumption
from 2024/25
ā Transition to HVO
3
fuel for the RS Safety
Solutions small HGV fleet with 420 tCO
2
e
reduction in HGV-related emissions
ā EV charging ports installed at 32 sites
Following the acquisition of BPX Group in March
2026, in 2026/27 we will begin to integrate
BPX data into our ESG reporting and support
their operational teams to establish effective
reporting systems and sustainability plans
aligned to our 2030 ESG action plan.
Scope 1 and 2 (market-based)
emissions (tonnes CO
2
e)
5,850
9,200
8,000
7,300
6,500
5,850
20262025202420232022
Includes emissions from all acquisitions up
to 2025/26, enabling year-on-year progress
comparison towards our SBT.
Carbon reduction is a core KPI for the Group,
with 48% of employees incentivised to achieve
Scope 1 and 2 emissions reduction goals in
2025/26. As of this year, we have reduced
our direct carbon footprint by 67%
1
from our
2019/20 baseline, driven predominantly by
our site and fleet net zero initiatives, amongst
other factors.
RS Group plc Annual Report and Accounts 2026
46
A key part of our sustainability journey is
transforming our packaging to meet the growing
expectations of customers and suppliers who
wantāÆstrategic, proactiveāÆpartnersāÆwho will
support their ambitions to minimise waste and
promote a circular economy.
Packaging intensity
In 2025/26, our packaging intensity worsened
by 8% from 2024/25 but remains improved
by 33% from 2019/20. This temporary rise is
primarily driven by higher utilisation of wood
pallets for inter-site deliveries. In response, we
have implemented a more efficient closed-loop
system for transit movements between our
EMEA sites, and we expect packaging intensity to
return to a reduction trajectory in 2026/27.
Packaging content and recyclability
Our steady progress is driven by innovation
and collaboration across sites, teams, and
external specialists to close remaining gaps.
With increasing scrutiny from emerging
packaging and waste regulations, we are
working with suppliers to proactively shift to
optimised materials. This reduces waste and
costs, ensures compliance, and supports our
position as a trusted partner, enabling a smooth
transition across the value chain.
Plastic reduction
This year, our focus has centred on our Plastic
Out ambition, eliminating single-use plastics
where viable alternatives exist. By introducing
bespoke material solutions, particularly across
our EMEA site network, we are addressing
growing customer demand for responsible
packaging. This approach not only reduces waste
and improves recyclability, but also delivers
operational efficiencies and long-term cost
savings, demonstrating how strong partnerships
and smart design can align commercial value
with environmental responsibility.
Our EMEA successes are building momentum
globally through knowledge sharing that
enables automation and packaging optimisation.
In Americas, packaging made with at least 50%
content has increased to 92% (2024/25: 87%).
We have also optimised packaging for big and
heavy items that are sea-freighted to our Asia
Pacific region, reducing cost and emissions while
protecting products. We continue to collaborate
across RS and with our partners to champion
alternative materials, without compromising cost
or efficiency.
Together, these efforts mean that 90% of total
packaging by weight is made from materials
that contain at least 50% recycled content. This
represents an 8 percentage points increase in
recycled content from 2024/25. Overall, 95%
of our packaging was reusable or recyclable,
increased by 1 percentage point from 2024/25.
1. Tonnes/Ā£ million revenue, on a constant exchange rate basis.
PACKAGING
By 2029/30, we want to make our
packaging more sustainable: reduce
intensity by 45% and 100% of packaging
to be widely reusable or recyclable and
made with at least 50% recycled content.
Packaging intensity
1
1.67
8% increase from 2024/25
Status
Not on track ā further action required
% packaging made with at least 50%
recycled content
90%
8% pts increase from 2024/25
Status
On track or ahead
% packaging reusable or recyclable
95%
1% pts increase from 2024/25
Status
On track or ahead
We remain committed to reducing, reusing and
recycling our waste to cut environmental impact
and operational costs while strengthening
circularity. This year, our updated Waste
Management Standard reinforced our
commitment to responsible and lawful waste
handling, with a stronger focus on reuse and
recycling across all operations. Colleagues from
across the business met to discuss landfill
performance and targeted solutions, aiming to
improve resource recovery and reduce costs.
In 2025/26, our waste intensity increased by 13%
from 2024/25 and is therefore unchanged from
2019/20. This temporary rise is due to a 12%
increase in total waste volume, while total waste
recycled also increased to 88% (2024/25: 84%), as
a result of recycling obsolete inventory. Waste that
is not recycled is typically sent for incineration
(in EMEA) and only to landfill as a last resort.
In 2025/26, total waste incinerated was reduced
to 7% (2024/25: 11%), while the percentage of
waste sent to landfill remained at 5%.
RECYCLING AND WASTE
By 2029/30, we want to reduce, reuse and
recycle our waste: reduce intensity by 50%,
recycle over 95% and achieve zero waste to
landfill in our direct operations.
Waste intensity
1
1.56
13% increase from 2024/25
Status
Not on track ā further action required
Waste recycled
88%
4% pts increase from 2024/25
Status
On track or ahead
2025/26 highlights include:
ā In partnership with Chestnut Biopolymers
Ltd, we introduced a biobased polymer
into carriers for small electronic items,
replacing 80% of single-use polypropylene
across more than 300,000 units at our DC
in Corby, UK
ā Working with tesa, we eliminated plastic
tape at our DCs in Bad Hersfeld, Germany
and Beauvais, France by introducing a
fully recyclable, reliable paper tape
ā Our UK packaging and operations teams
replaced plastic air-pillow infills with
a paper-based alternative, removing
c. 15 tonnes of plastic from our UK sites
ā Initiated a shift to paper-based materials
at our FC in Milan, Italy to prepare for
the move to a new site ā implementing
recyclable packaging from day one to
avoid the need for retrofitting in future
GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
47
STRATEGIC REPORT
Our Better World product range is our flagship
sustainability initiative, featuring products
with clear, verifiable sustainability claims
that are made more sustainably, improve
operational efficiency and sustainability,
and/or offer enhanced circularity benefits.
It supports our strategic priority to deliver a
differentiated, technically led product portfolio,
while strengthening our role as the partner
of choice for suppliers looking for a superior
go-to-market channel to promote their
sustainable product innovations and drive
commercial performance.
ADVANCING SUSTAINABILITY
WITHIN OUR VALUE CHAIN
As an essential link in the industrial value
chain, we leverage our central position
with customers and suppliers to accelerate
sustainability performance, while strengthening
our collective resilience and creating new
commercial opportunities.
Achieving our ambition to be net zero across our
value chain by 2050 requires close collaboration
with our stakeholders. We are expanding access
to sustainable products that support operational
efficiency, decarbonisation, and circularity,
enabled by our industry-leading Better World
product framework. By helping suppliers join the
range and uphold the highest environmental
standards, we strengthen RSās position as a
sustainable and responsible procurement choice
and ensure customers can access trusted,
technically led sustainable solutions.
We are also deepening engagement with
suppliers by encouraging alignment with our
net zero strategy and optimising sourcing and
distribution routes across our global network.
Finally, by reducing emissions from thousands of
daily shipments and working closely with carriers
to promote decarbonisation and the transition
to sustainable fuels, we are further improving
the resilience and sustainability of our logistics
operations and the wider industrial lifecycle.
Through long-term partnerships with suppliers
and logistics providers that deliver shared
value for our customers, we are positioning the
industry to thrive in a low-carbon future.
+ Read more about these efforts on pages 49
and 50, and in our Climate Transition Plan at
rsgroup.com/sustainability
Products qualify for the Better World
range by demonstrating at least one
material sustainability improvement in
at least one of three lifecycle stages:
ā Made more sustainably: Products that
are produced using more sustainable
materials or processes. For example:
products containing recycled materials.
ā Sustainable solution: Products that
help customers run their business more
efficiently and responsibly. For example:
energy-saving RS PRO voltage optimisers
that return surplus power to the grid.
ā Supports circularity: Designed for longer
life, repair, reuse, or recycling to reduce
waste. For example: safety gloves with an
extended lifespan for fewer replacements.
SUSTAINABLE PRODUCTS
AND SOLUTIONS
By 2029/30, we want to develop innovative
and sustainable products and responsible
solutions for all our customers, including
an ambition to offer over 100,000 Better
World products.
Our Better World range in 2025/26
c. 33,000
products
Status
Slightly behind target ā monitor closely
350+
product families
167
suppliers
For higher-value customers, it strengthens our
offer through products that reduce resource use,
cut environmental impact, and support energy
and carbon reduction goals, all within a robust,
claims-based framework.
Since 2023/24, this framework has helped
customers make informed, cost-effective
procurement decisions backed by clear and
verified sustainability evidence. This includes
Lifecycle Assessments (LCAs), Environmental
Product Declarations, test reports, and/or
one of 50+ recognised global sustainability
certifications and energy labels.
Environment: continued
RS Group plc Annual Report and Accounts 202648
Qualifying solutions must address clear impacts,
deliver measurable results, and be evidence-led.
This evolution improves customer access to
focused solutions that maximise efficiency,
reduce cost, and support progress towards
sustainability targets.
Alongside Better World products, we are
developing more granular carbon reporting for
higher-value customers through a new customer
carbon reporting dashboard, designed to track
customer Scope 3 emissions. Currently in trial,
this tool aims to deepen customer relationships,
differentiate RS, and drive long-term value.
We are also exploring how to integrate a
quantified carbon benefit into the Better World
range to make switching to more sustainable
products even more compelling.
To meet growing customer and regulatory
demand for product-level COā data, in 2025/26
we partnered with a third-party LCA software
provider and selected six RS PRO suppliers
to trial the production of LCAs and carbon
footprints for RS PRO products. This capability
identifies lifecycle environmental hotspots and
supports improvements that reduce emissions.
With LCAs increasingly required to substantiate
claims, such as low-carbon manufacturing or
recyclability, this partnership enhances data
quality, strengthens the credibility of Better
World claims, and supports continued expansion
of the range.
In 2026/27, we will further evolve the Better
World product range to include enabling
solutions ā product combinations that help
customers reduce resource use, carbon,
and waste.
In 2025/26, we continued to scale the range to
c. 33,000
products
across
350+
product families
in
30
countries
supported by
167
suppliers
This expansion demonstrates how curated,
technically led ranges meet specialist customer
needs. We also strengthened commercial
execution by trialling enhanced sales tools to
enable more targeted engagement and revenue
growth opportunities.
Our collaboration with RS around
Better World products is very
constructive. It gives us a common
framework to highlight where our
portfolio is evolving ā for example
through lighter designs and more
recycled content ā while continuing
to offer repairable, long-lasting
solutions. This is valuable for our
mutual customers and fits well with
Festoās ESG priorities.ā
Festo
Strategic Supplier Partner
We continue to target growth in customer
segments linked to the low-carbon economy,
particularly in product categories that enable
the net zero transition. The renewables sector
remains a key focus, where we are building
strong partnerships across onshore and
offshore wind. In 2025/26, we formed a strategic
partnership with a leading operator and supplier
of onshore wind, to provide a bespoke original
equipment manufacturer (OEM) conversion for
almost 100 ageing UK turbines. We identified
157 RS products to replace obsolete parts, with
the ambition to develop a scalable product
framework that incorporates our Better World
product range to enable further operational
efficiencies. This partnership exemplifies how
we combine technical expertise with product
depth and range to service evolving needs
in fast-growing sectors.
+ Download the Better World product
guidelines here: rsgroup.com/sustainability/
advancing-sustainability/sustainable-
products
64%
of procurement professionals
consider sustainability to be
important in procurement decisions
Based on a sample of 681 responses across
UK & Ireland; 2026 RS and CIPS Indirect
Procurement Report.
GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
49
STRATEGIC REPORT
With >875,000 stocked products from >2,500
suppliers, it is essential that we inspire our
suppliers to prioritise sustainability through
actions that make their products and service
solutions more attractive to customers who
are seeking to limit the environmental impact
of their value chain. Progress is a shared
responsibility, and we leverage our position with
our suppliers to help them navigate challenges
and leverage opportunities of sustainability to
differentiate themselves with customers, and to
create long-term value across the industry.
As a key business partner in the industrial
value chain, 99% of our carbon footprint sits
in Scope 3, making customer and supplier
engagement and collaboration essential.
During the year, we retired our 2025 supplier
engagement SBTi target, shifting our focus to
a 2030 target for strategic suppliers by spend,
where we have the greatest opportunity for
influence and impact. In 2025/26, 74% of
strategic suppliers by spend and 41% of all
suppliers have set SBTs with the SBTi. We will
continue to drive progress in 2026/27 by
embedding CO
2
reduction as a key aspect
of our strategic supplier approach and
engagement activity.
With thousands of inbound supplier
deliveries and outbound customer shipments
every day, optimising our global supply
chain remains essential to reducing our
transport-related emissions.
In 2025/26, we reduced the intensity of our
product transportation emissions by 11% from
2024/25 and by 34% from our 2019/20 baseline
year. Given our strong performance to date and
our continued commitment to decarbonisation
of our value chain, we have increased our 2030
transport emissions intensity target to a 40%
reduction from the 2019/20 baseline by 2029/30.
Based on modelling of the future industry
transition and factoring in initiatives already
in place for RS, this revised target is a natural
evolution of our transport strategy. We remain
confident that initiatives already in place and
industry decarbonisation will help achieve our
new target by 2029/30.
2. Transport emissions intensity (tonnes of CO
2
e from inbound, outbound, and inter-site
deliveries controlled by RS Group, per tonne of product sold) by 2029/30 from 2019/20.
1. Target reset in 2025/26. Previously top 67% of suppliers by
spend. Performance based on calculation of 2024/25 baseline.
Our progress has been driven by three key
factors: shifting freight from air to road and sea,
reducing mileage through sourcing and fulfilling
orders closer to customers, and wider industry
decarbonisation. Despite a 10% increase of
average transport distances, in 2025/26 we
achieved a 17% reduction in absolute emissions
due to air transport. This was supported by an
8% reduction in transport weight.
While industry-wide decarbonisation has
contributed significantly to our progress,
further reductions will come from continuing
modal shifts and progressing the move towards
regional sourcing, storing, and shipping of
our products closer to our customers and
suppliers. We remain committed to working
closely with carriers to promote decarbonisation,
support the transition to sustainable fuels, and
encourage alignment with our ESG ambitions.
We continue to advocate with our suppliers to
take science-based action to decarbonise their
transport network and offer more sustainable
delivery options to customers.
SUPPLIER SUSTAINABILITY
By 2030, we commit to engage all of our
strategic suppliers to set SBTs.
Strategic suppliers by spend with SBTs
74%
3% pts increase from 2024/25
1
Status
On track or ahead
PRODUCT
TRANSPORTATION
By 2029/30, we aim to reduce Scope 3
transport emissions intensity by 40%Ā² per
tonne of product sold.
Scope 3 transport emissions intensity
2
1.09
11% decrease from 2024/25
Status
On track or ahead
This year, we continued to engage our suppliers
through regular meetings, supplier events,
quarterly business reviews (QBRs), and supplier
ESG communications to encourage alignment
with the highest sustainability standards,
including the SBTi. This work strengthens our
value proposition to customers and suppliers by
underpinning the credibility of our Better World
product range and enabling us to offer more
sustainable products, solutions, and operations
(see page 61).
Environment: continued
RS Group plc Annual Report and Accounts 202650
Social
EMPLOYEE ENGAGEMENT
By 2029/30, we want to achieve
and maintain an employee
engagement score in the top 10% of
high-performing companies
1
.
Engagement score
75
engagement score up by three pts
from 72 in 2024/25
Status
On track or ahead
Building a highāperformance, motivated, and
valuesādriven team starts with consistent, active
listening. At RS, our employee engagement
approach is designed to ensure we continuously
gauge employee satisfaction and effectively
address our teamās needs. By gathering regular
insights and turning them into tangible actions,
we are building the capability needed for
strategic execution, strengthening our talent
pipeline, and embedding a culture underpinned
by our four global values: we are one team, who
deliver brilliantly, by doing the right thing, to
make every day better.
A core element of this approach is our My Voice
engagement survey. We run a full survey every
18 months ā most recently in May 2025 with
an 83% response rate and 8,300+ comments.
The results showed strong progress, with
improved scores for 15 questions, including
career development, understanding of strategy,
and removing barriers to execution. We also
continued to see strong scores in health and
safety, role clarity, and authenticity.
At the same time, the results highlighted some
key opportunities, such as strengthening
crossāfunctional collaboration, which inform our
people priorities going forward.
To ensure insights lead to effective action, we
publish survey results for the Group and respond
by agreeing local actions with line managers.
Many of these are already incorporated in
our comprehensive people strategy, which is
supplemented by Groupāwide actions, such
as improving communication through regular
team briefings. Engagement is driven from the
top, with the ExCo reviewing results in detail to
determine key functional actions, supported by
initiatives such as virtual coffee sessions with
members of the ExCo to hear directly from
their functions.
In addition to our primary My Voice survey, we
ended the year with a pulse survey in January
2026 as a temperature check of our progress
towards our original commitments ā this
resulted in an overall increase in engagement,
with increased scores for wellbeing, recognition,
and satisfaction.
1. As at 31 March 2026, we were four points away from the global benchmark for the top 25% of highāperforming companies.
Beyond the regular cadence of surveys, we hear
from employees through career conversations,
focus groups, town halls, and events run by
our Employee Resource Groups (ERGs) (read
more on page 52). We prepare managers to
support their direct reports through targeted
workshops and establish touch points for
engagement with their teams, reflected in a
positive score of 81 for honest and transparent
communication from managers in the 2025/26
pulse survey. To further promote transparency,
this year we also launched a new employee
engagement hub on our intranet that outlines
our listening strategy and how we turn
insights into meaningful action throughout the
employee journey.
83%
response rate
May 2025 My Voice survey
EMPOWERING
OUR PEOPLE
Our c. 8,500 colleagues are central
to achieving our long-term,
sustainable success and ensuring
we realise our vision of being
first choice for all our stakeholders.
Our commitment is to create
an inclusive and engaging
environment, where everyone is
proud and excited to come to work
and can perform at their best,
develop, and thrive.
We are focused on building the
capability, capacity, and culture our
business needs to succeed, enabling
high performance today while
preparing for the future.
GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
51
STRATEGIC REPORT
Social continued
Belonging for all
We continue to place belonging and wellbeing
at the centre of how we support and empower
our global workforce. As our belonging initiatives
mature, we are evolving our holistic, Groupāwide
approach to ensure every employee feels that RS
is there to support them.
Our culture is grounded in openness and
respect. We are committed to creating an
inclusive workplace where every employee
feels valued, supported, and empowered to
contribute. Our belonging programmes are
available to all, reflecting our commitment
to embedding inclusion in the employee
experience across all parts of the business.
By embracing the unique perspectives and
backgrounds of our people, we strengthen our
performance, fuel growth and development, and
foster a genuine sense of belonging across RS.
We acknowledge and value the wide
range of identities, backgrounds, and lived
experiences that shape who we are ā including
gender, gender identity, sexual orientation,
neurodivergence, age, ethnicity, disability,
socioāeconomic background, and wellbeing.
While we understand that championing diverse
perspectives strengthens our organisation,
our hiring practices remain grounded in our
commitment to selecting the best candidate for
each role. This approach enables us to attract
and retain the talent we need to deepen our
relationships with stakeholders and deliver on
our longāterm strategic ambitions.
As an equal opportunity employer, we
are committed to providing fair access to
opportunities and ensuring every employee
feels valued, supported, and empowered to
grow within RS. Our approach is reinforced by
comprehensive policies, tools, and resources
designed to help employees thrive.
BELONGING
By 2029/30, we want to ensure our team
reflects the customers, suppliers, and
communities we serve and create an
inclusive and engaging environment,
where everyone is proud and excited to
come to work and can perform at their
best, develop, and thrive.
% female senior leaders
38%
increase of 1% pts from 2024/25
Status
On track or ahead
% ethnically diverse senior leaders
1
13%
increase of 3% pts from 2024/25
Status
On track or ahead
1. 108 of 136 senior leaders self-reported ethnicity via the employee database (including not specified/prefer not to say) and 14 identified as non-white.
For example, in 2025/26 we introduced a
Group Neurodiversity Policy to ensure we have
the appropriate tools and practices in place
to embrace the skills and strengths of our
neurodivergent colleagues.
Our people-led ERGs play a key role in building
community and fostering connections.
These groups bring together employees with
shared backgrounds, interests, and lived
experiences ā such as youth (Bloomers), gender
(Elevate), ethnicity (Embrace), mental health,
neurodivergence, disability, and wellbeing
(LifeWorks), sexual orientation and LGBTIQA+
(Spectrum). All employees are encouraged to
attend events hosted by the ERGs throughout
the year to raise awareness and understanding
across the Group.
Development and progression
We take a dataādriven approach to shape our
people strategy and strengthen our position
as an inclusive employer of choice. In 2025/26,
we continued to mature our workforce data
collection in the UK (within applicable legal
parameters) through an ongoing campaign
encouraging voluntary self-identification
among applicants and employees. This helps
us to improve workforce planning, address
recruitment and retention challenges, and
support accurate, transparent reporting aligned
with emerging regulatory expectations.
We continue to focus on recruiting a senior
leadership team that is reflective of the
wider communities in which we operate and
serve. During the year, the number of senior
leaders that are women increased to 38%
(2024/25: 37%), while the percentage of our
leaders who are ethnically diverse increased
to 13%Ā¹ (2024/25: 10%). This is largely due to
organic turnover in these roles, and our senior
leaders are continually working with our Talent
Acquisition team to ensure that gender and
ethnically diverse talent is included in our longā
and shortālists for open roles, where possible.
In 2025/26, the ExCo participated in an external
Inclusive Leadership development course to
raise their awareness of lived experiences
of people with protected characteristics and
to challenge traditional ways of thinking
about inclusion.
Globally, our Groupāwide gender split remains
balanced, with near equal numbers of men and
women across the organisation (2025/26: 49%
female; 51% male) and our female ExCo
population remained the same at 30%.
We ranked joint second of FTSE 250 companies
for āWomen on Boardsā in the 2025 FTSE Women
Leaders Review. Our external disclosures relating
to Board and ExCo comply with the Financial
Conduct Authorityās diversity and reporting
requirements (see page 90).
Our commitment to developing a diverse
talent pipeline is central to driving progress
within our business and the wider industrial
sector, and we prioritise programmes, policies,
and resources that support the attraction,
retention, development, and progression of all
talent. Our Elevate and Embrace ERGs bring
together global colleagues and allies to influence
policies, share experiences, and support career
development for women and ethnically diverse
talent, including through the continuation of
networking and mentorship programmes to
foster confidence and leadership. We continue
to embed and grow support for people
experiencing periāmenopause and menopause,
supported by dedicated champions and
community conversations.
We acknowledge the evolving diversity and
inclusion landscape globally and are committed
to belonging, equal opportunity, and good
practice in all the markets we serve, while
maintaining our core principle of selecting the
best-qualified person for each role. Read more
about our belonging programmes, policies,
and progress on our website: rsgroup.com/
sustainability
RS Group plc Annual Report and Accounts 202652
REWARD AND RECOGNITION
Our global reward philosophy ensures
transparency and wellbeing support across
the RS employment journey. This aligns with
our business strategy and helps us attract,
retain, and motivate our people by reinforcing
the behaviours and performance that drive
longāterm sustainable success. We have
developed a longāterm reward strategy to
support our future ambitions and ensure our
philosophy is embedded consistently across all
elements of reward.
We continue to provide market competitive
rewards, including performance related bonuses
for all employees and longāterm incentive
plans for senior leaders, supported by market
based benefits (read more on pages 98 to 117).
In 2025/26, we invited employees to participate
in an All-Employee Share Plan, enabling all
of our eligible people to share in the Groupās
longāterm success.
We are preparing to implement the new
European Pay Transparency legislation across
our EMEA region, enabling transparency on all
aspects of reward. In addition, we are reviewing
our medical plans to ensure they reflect our
reward philosophy and support colleaguesā
wellbeing through inclusive and flexible benefits.
We utilise a global recognition programme,
Spotlight, for peerātoāpeer recognition to show
appreciation for colleagues who embody our
values. Now in its second year, feedback from our
colleagues shows that appreciation contributes
to increased motivation and creates a culture of
praise throughout RS.
Leadership development
As our business evolves, we continue to
strengthen the senior leadership required to
guide the organisation through future growth
and transformation.
In 2025/26, we launched the Leadership
Advantage Programme, an 18āmonth
development experience delivered in
partnership with Duke Corporate Education
for three cohorts comprising 90 senior
leaders, including all members of the ExCo.
The programme focused on advancing the eight
core competencies in our Amazing Leadership
Framework, delivered via ināperson modules and
quarterly virtual workshops. Group coaching
was supplemented by personal feedback
mechanisms with an emphasis on leadersā ability
to build trust and accelerate change in their
teams. The programme received strong positive
feedback, demonstrating the value our leaders
place on developing the capabilities needed to
drive our longāterm ambitions.
Our Group development programmes are
supported by selfāinsight tools such as 360
feedback and psychometric assessments.
This reflects a growing culture of personal
accountability for development across our
management and leadership population.
We also increased development support for
our people managers, introducing the Amazing
Manager capability framework globally to
clarify role expectations. Targeted development
interventions aligned to this framework are
now in design and will launch early next year,
supporting stronger leadership capability across
all levels of the business.
Our employee performance reviews include
objective setting, regular performance
discussions, and annual career conversations.
Insights from these sessions inform our
development and succession planning, ensuring
we have the capabilities needed to meet current
and future business priorities. We focus on
personal growth aligned with our business
needs to strengthen our internal talent pipeline.
In 2025/26, we supported 290 colleagues in
the UK through apprenticeships, along with 35
internships and 49 entry-level roles. We retained
Platinum membership to the 5% Club for
our commitment to supporting employees
through āearn and learnā opportunities and we
ranked 86th in the UK Top 100 Apprenticeship
Employers 2025.
c. 88,600
learning hours completed in 2025/26
TALENT AND CAPABILITY
People capability
To achieve our longāterm growth strategy,
our talent approach focuses on building
the capability, capacity, and culture needed
for a futureāready workforce that can drive
our commercial success. In 2025/26, we
strengthened our strategic workforce planning,
partnering with each area of the business to
understand the people and organisational
implications of our strategy. As a result, we have
a clear, shared vision of the people capabilities
we need to meet our strategic goals.
These priorities have informed a new
Groupāwide, technologyāenabled approach to
managing development: Skills@RS. Informed by
robust data from our pilot teams, this approach
identifies current skills and gaps, enabling
more specialised development, clearer career
pathways, and targeted investment in capability.
For example, to ensure our people are equipped
to leverage technology advancements, this
year we ran a Data Week that blended practical
learning and teamādriven exercises to build data
confidence and literacy. Along with refreshed
AI@RS learning pathways and resources to
support responsible adoption, we are reinforcing
how we turn data into clear, actionable insight.
We continue to invest in our people through a
consistent global learning framework, supported
by mentoring and development opportunities.
In 2025/26, employees completed over 88,600
hours of learning through live training and our
global learning platform, My Academy, saw an
increase of 62,000 hours (2024/25: 35,000).
We enhance the leadership skills of emerging
talent through the global Future Shapers
programme, with a total cohort of 60
participants as of 2025/26.
GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
53
STRATEGIC REPORT
Social continued
As we work towards our 2030 ambition, we
have evolved our health and safety (H&S)
approach through our Protect What Matters
campaign that places a stronger emphasis on
safeguarding not only our employees, but also
their teams and their families. This reflects our
ongoing commitment to both a duty of care and
responsibility across the Group.
In 2025/26, our all accident frequency rate
per 200,000 hours decreased by 20% to
0.35 (2024/25: 0.44) and the total number of
accidents across the Group decreased to 29
(2024/25: 37).
Although we have continued to see a
year-on-year reduction in recordable H&S
incidents, we are deeply saddened to report that
one colleague tragically lost their life during the
year, in Mexico. This fatality occurred as a result
of a road traffic accident while the individual
was travelling on business. This loss has been
extremely upsetting for all those affected, and
our thoughts remain with the individualās family,
friends, and colleagues. Following the incident,
actions are being implemented to further
strengthen driver safety awareness and support
across RS.
Key actions in 2025/26 included:
ā Standardisation: We are aligning all
processes and objectives to ensure teams
operate in a consistent way, integrating safety
into everyday decisionāmaking.
ā Behaviour-based safety: We focused on
strengthening safety culture and behaviours.
Improved data enhances our understanding
of ergonomic risk areas, enabling targeted
campaigns to strengthen safe manual
handling behaviours. Realātime observations
and coaching help identify and correct unsafe
movements early, reducing incident risk.
ā Near miss reporting: We simplified the
reporting and strengthened the investigation
of unsafe acts, hazards, and near misses,
resulting in 22,000 reports in 2025/26
(unchanged from 2024/25). All near misses
HEALTH AND SAFETY
By 2029/30, we aim for zero accidents
involving our people.
All accident frequency rate
(per 200,000 hours)
0.35
decrease of 20% from 2024/25
Status
On track or ahead
5%
increase in reported near
misses per head in 2025/26
28
sites certified to ISO 45001
or an equivalent standard
are investigated, with corrective and
preventative actions implemented and insights
shared across sites to prevent recurrence.
ā Training, inspections, and audits: We
delivered tailored H&S training aligned to
specific operational activities, with continued
focus on higherārisk locations through
targeted improvement plans. To strengthen
governance, we are trialling a new compliance
tool to drive consistent crossāsite standards.
ā Travel safety: Safety on every journey
remains a priority. We enhanced travel security
and expanded our global eādriver safety
initiative to promote safer driving behaviours.
ā Safety moments: Short H&S reminders
are embedded in team meetings and have
been broadened, in response to feedback, to
better reflect behaviours across all functions
and activities.
All of our sites have H&S management
systems in place, with 28 sites certified
to ISO 45001 or an equivalent standard,
covering 57% of floor area and 34% of our
sites. We conduct H&S audits, assessments,
inductions, and awareness training to any
new acquisitions, aligning our new sites and
colleagues to Group standards.
Wellbeing
In 2025/26, we strengthened collaboration
between our H&S and Belonging teams to
ensure wellbeing is a core element of our people
approach. We continued to support colleagues
across our global workforce through Mental
Health First Aiders, our Employee Assistance
Programme, wellbeing rooms and quiet spaces
on our sites, and access to our Global Benefits
platform ā providing physical, financial, social
and emotional resources tailored to local needs.
LifeWorks, our mental health and wellbeing ERG,
has expanded global programming this year
with monthly virtual sessions to connect, reflect
and recharge. Read more about our belonging
and wellbeing approach on page 52.
For additional H&S data, including how we
are supporting mental health and wellbeing,
please visit our ESG data centre:
rsgroup.com/sustainability
Health and safety performance
Change
from 2025 2026 2025 2024
All accidents (22)% 29 37 32
All accident frequency rate (per 200,000 hours) (20)% 0.35 0.44 0.37
Lost time accidents (19)% 21 26 17
Lost time accident frequency rate (per 200,000 hours) (16)% 0.26 0.31 0.19
Total calendar days lost (60)% 193 481 302
Near misses reported ā 22,000 22,000 20,000
Near misses per head +5% 2.64 2.51 2.25
RS Group plc Annual Report and Accounts 202654
CHAMPIONING
YOUTH &
COMMUNITIES
Empowering the next generation
of engineers and innovators is
essential to building future skills for
our industry. Through educational
products, learning content, and
hands-on skills development, we
help young people develop the
capabilities needed to strengthen
the industry talent pipeline, while
building early brand loyalty.
We also support our communities
by empowering our people to make
a positive difference both locally
and globally. We help improve lives
through our Local Community
Fund, two paid volunteering
days each year, and partnerships
with organisations, like SolarAid,
delivering scalable, long-term
sustainable solutions.
Investing in industrial talent
RS invests in every stage of the engineering
education and employment journey to help build
the skills, capability, and confidence needed for
the future of industrial innovation. Supported by
engagement with 1,600 educational institutions
globally, we are helping young people develop
both technical and employability skills, while
widening access to science, technology,
engineering and maths (STEM) pathways for
underrepresented groups.
This responds directly to the evolving needs
of industry. As digital infrastructure expands,
many organisations struggle to translate data
into action. MRO now sits at the intersection
of cost, risk, and operational continuity, with
engineers under increasing pressure to improve
efficiency, resilience, and uptime. The engineers
of tomorrow must therefore combine strong
technical foundations with digital fluency
and human skills, including the confidence to
challenge established processes and adapt to
rapid change.
Demand for engineers is rising quickly, particularly
in clean energy, digital and AIāenabled roles.
At the same time, access remains uneven,
with women and ethnic minority talent still
significantly underrepresented across STEM
careers. By broadening participation and
providing handsāon learning opportunities,
RS is helping to build a more diverse and
prepared talent pool.
Classroom-to-careers support
We recognise that building futureāready
capabilities cannot start at a single point in
time ā it requires longāterm engagement with
young people at every stage of their journey.
Programmes including product donations,
applied engineering challenges, and early career
pathways help bridge the gap between learning
and employment. Our approach is differentiated
by global scale and a practical, applicationā
focused model that helps students develop
engineering skills through realāworld builds
and competitions that also build teamwork,
communication, and adaptability.
This is complemented by a broader ecosystem
of support, including industry connections to
extend impact into the workforce. By connecting
students with industry professionals and exposing
them to real engineering environments, we
enable more confident career choices, better
prepared graduates and a stronger pipeline
of talent entering the industrial sector.
This work supports our vision to be first choice
for all stakeholders. By strengthening the
engineering pipeline for RS, our customers,
and our suppliers, we ensure the industry
has the skills needed to innovate, deliver, and
grow sustainably.
The funding has helped us be able
to empower as many participants as
possible. On a personal level, running
DurHack has been an invaluable
experience, and has helped me build
so many skills, from communication
to leadership.ā
Student, aged 18ā24, competing in the 2025
DurHack hackathon in the UK with support from
an RS hardware library offering Ā£2,200 worth of
components for software testing, alongside an
additional Ā£2,700 to help run the event.
INSPIRING FUTURE
ENGINEERS AND
INNOVATORS
By 2029/30, we want to support one
million young people with educational
technologies, learning content, and skills
development opportunities to support
future engineers and innovators.
Number of young engineers and
innovators supported
1
968k
increase of 55k young people from 2024/25
Status
On track or ahead
1. Since 2020/21.
GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
55
STRATEGIC REPORT
Social continued
STEM ENGAGEMENT
AND INCLUSION
TECHNICAL SKILLS
AND EXPERIENCE
EMPLOYABILITY SKILLS
AND OPPORTUNITIES
What we do
We support young people ā particularly
those from underrepresented
backgrounds ā to pursue engineering
and technology careers by working with
universities, student societies, and youth
organisations. Through access to real STEM
experiences and practical skillābuilding to
turn ideas into reality, we help make the
industry more inclusive and show young
innovators that these pathways are possible.ī¢
What we do
To enable young people to get the handsāon
technical experience that the industry
demands, we provide them with RS products
and expertise to support their design and
build projects or participation in student
engineering competitions. Supported by RS
funding, training, and our youth network,
students learn by designing, testing, and
solving realāworld problems to gain technical,
leadership, and employability skills that
prepare them for future careers.
What we do
We are investing in the talent pipeline by
helping young people build the careerāready
skills needed for modern, technologyādriven
workplaces that rely on digital awareness,
communication, collaboration, and
problemāsolving. By fostering longāterm
engagement from education into
employment, we are preparing young adults
to make meaningful contributions to the
industry and building lifelong partnerships
for RS, our customers, and our suppliers.
66
student teams sponsored by RS globally to
progress inclusive engineering projects
7,000+
products for c. 26,000 students across 138
universities in 26 markets since 2020/21
700+
students supported through employability
sessions, training, and networking
Key actions in 2025/26
ā Partnered with the Association for Black
& Minority Ethnic Engineers (AFBE) to
support 150+ ethnic minority engineers
through careerāfocused events in the UK
ā Engaged 60 future engineers
through Mentorship in Motion event
series, showcasing role models for
underrepresented groups in STEM
ā Expanded collaboration with FemEng
at the University of Glasgow to deliver
engineering workshops to 2,000+ girls
aged five to 11 in Botswana
ā Shortlisted for The Engineerās 2025
Collaborate to Innovate Awards for
our RS STEM Inclusion Programme,
recognising our support for femaleāled
engineering groups
Key actions in 2025/26
ā Formula Student Build Fund provided
Ā£1,000 in RS products to 50 teams
ā Student Project Fund supported c. 3,000
students with c. Ā£45,000 worth of
RS products
ā Supported projects across EMEA, such as
the Delft Mercurians Robotics team in the
Netherlands with Ā£2,500 in RS products
ā Sponsored 125 students at an American
Society of Mechanical Engineers (ASME)
competition in Texas, US and c. 100 students
designing practical accessibility solutions at
the UK Hacksessible event
ā Continued to provide access to design
resources and innovation tools through
our global DesignSpark community
of 1.5 million students, educators,
and innovators, growing the number
of underā25 users by 5% to 540,000
(2024/25: 516,000)
Key actions in 2025/26
ā Continued internship programme with
Texas A&M University in the US, and
helped 220 additional students practice
realāworld industry networking
ā Sponsored 68,000 students since 2021/22
to develop technical and jobāready skills
through the Engineers Without Borders
People Design Challenge in the UK, US,
Ireland, South Africa, and Cameroon
ā Delivered 14 free SuperSkills sessions to
c. 450 young people across three markets
to boost workplace preparation on topics
such as pitching and presentations
ā Upskilled 12 students through vocational
work placement with RS customer in
South Africa
ā Partnered with ASME to engage 125
students in networking and career
exploration in the US
CASE STUDY
FROM CLASSROOM
TO CIRCUIT
The 2025/26 RS Formula Student Build
Fund saw record engagement, with the
highest number of applications yet from
teams across 33 countries. The quality and
ambition of submissions made judging
highly competitive, and RS awarded funding
to 50 teams ā the largest cohort to date.
Each team received Ā£1,000 in RS products
to support the design, build, and testing
of their vehicles, with an additional
supply of RS PRO products for five teams.
Formula Student continues to be a powerful
platform for realāworld learning, helping
students develop essential engineering
and technical skills for their future careers,
complemented by RSās ongoing partnership
with Formula Student UK, run by the
Institution of Mechanical Engineers.
+ Read more at rsgroup.com/sustainability
Key actions delivered in 2025/26 across the three pillars of our youth education programme
RS Group plc Annual Report and Accounts 202656
We empower and enable our people to support
communities through our global social impact
partnership, local giving, and volunteering.
SOCIAL IMPACT
PARTNERSHIPS
By 2029/30, we want to support our social
impact partners to develop innovative
engineering solutions that improve lives,
including supporting SolarAid to help
150,000 people in need.
1
Number of lives improved through our
social impact partnerships since 2020/21
136,000
increase of 90,000 lives from 2024/25
Status
Slightly behind target ā monitor closely
Amount raised for SolarAid
Ā£166,000
within first six months of our partnership
Status
On track or ahead
To be a force for good in communities
worldwide, we support social impact partners
that develop solutions to improve lives, solve
global challenges through the power of
engineering and innovation, and create
a more sustainable world.
By harnessing the expertise of our people and
the innovation of our customers and suppliers,
we can help communities thrive where support
is needed most.
Our new global social impact partner, SolarAid,
was selected by our employees in 2025/26
through a global vote. SolarAid provides safe,
affordable, clean solar light and power to
communities in SubāSaharan Africa, extending
their impact by training local repair technicians,
supporting lastāmile entrepreneurs to start their
own solar businesses, and bringing affordable
energy access to households with innovative
solutions that can scale.
Over the next three years, we aim to raise
Ā£1 million to enable SolarAid to reach
150,000 people in rural, off-grid communities
ā supporting education, improving health
outcomes, and unlocking economic opportunity.
Since launching the partnership in September
2025, we have applied our technical expertise
through skillsābased volunteering and raised
Ā£166,000 through fundraising, matched giving,
RS PRO product contributions, and corporate
donations. We are also mobilising expertise
across our value chain to demonstrate the social
impact potential of the renewables sector.
In 2025/26, we concluded our fourāyear social
impact partnership with The Washing Machine
Project, which provides displaced and lowāincome
communities with an accessible, off-grid washing
machine solution. From 2020/21 to 2025/26, we
improved the lives of 103,000 people through
Ā£965,000 in fundraising, matched giving and
donations, and 1,000+ people volunteering.
We know the importance of making a positive
impact in the communities where we live and
work. Thatās why we empower our people to
champion the causes that matter most to them
so they can make a meaningful difference locally,
through both financial support and volunteering.
This investment also supports highāvalue
customer bids and tenders, where social impact
is an increasing criterion. For more on how we
support our global social impact partners and
our local communities, go to: rsgroup.com/
sustainability
In 2025/26, we continued to encourage our
people to use their two annual paid volunteering
days to support community initiatives. The number
of employees using their volunteering days
is unchanged at 30%, with employees
volunteering 3,075 days to support local causes.
Key actions in 2025/26
ā Through skillsābased volunteering, 34
colleagues supported SolarAid by updating
a repair app to meet software requirements,
providing business expertise, and delivering
a user experience website review
ā Over 3,000 employees supported their
communities by restoring a nature reserve,
cleaning a residential care centre, promoting
biodiversity by planting trees, and donating
books, electronics, food, and more for
local charities
While overall volunteering participation is the
same as in 2024/25, engagement continues
to vary across markets. We remain committed
to promoting volunteering as a key driver of
employee engagement, skills development,
and positive community impact. To support
this, we are strengthening leadership advocacy
and reinforcing expectations to create a more
consistent approach. We will continue to develop
accessible opportunities aligned to our regions
and ESG priorities, supported by clear structures
and guidance to help more colleagues use their
volunteering days effectively.
In 2025/26, we significantly increased our
investment in local causes. Through our Local
Community Fund, dedicated community
champions help coordinate local volunteering
activities, review donation applications from
employees, and ensure funding supports the
causes that resonate most with our people.
This year, we focused on strengthening guidance
and sharing best practice to ensure all markets
can build strong relationships with local
organisations, such as a donation to Swaragano
in South Africa, which provides meals to
underprivileged children and parents.
c. 280
local organisations
supported in 2025/26
55%
increase in Local
Community Fund
investment in 2025/26
SUPPORTING OUR
COMMUNITIES
1. Target extended in 2025/26 (previously
100,000 people in need).
SUPPORTING LOCAL
COMMUNITIES
By 2029/30, we want to inspire 50% of
colleagues to volunteer to support their
communities and build new skills.
% of employees who have volunteered in
the last two years
30%
unchanged from 2024/25
Status
Slightly behind target ā monitor closely
In 2025/26, we donated
Ā£409,000
to c. 280 local charity and community
initiatives worldwide, supported by our
employees
GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
57
STRATEGIC REPORT
ESG GOVERNANCE
The ExCo, led by our CEO, holds overall
accountability for the development, delivery, and
ongoing progress of our 2030 ESG action plan.
The ExCo oversees the strategy, implementation,
and performance management of all ESG-
related policies, goals, initiatives, investments,
and disclosures.
To support this, the ExCo receives quarterly
updates on ESG performance and participates
in two dedicated ESG sessions each year.
Focused on strategy, performance, and
value-creation, these sessions reflect how
closely ESG is embedded within our business
strategy and operational management.
This includes updates on our Climate Transition
Plan and associated actions to ensure we are
addressing the Groupās key climateārelated risks
and opportunities.
Our biannual ESG ExCo engagement is
supplemented by ad-hoc briefings on material
developments, including emerging regulations
and updates on ESG priorities. In 2025/26, this
included a focused session on sustainability to
develop and approve our Climate Transition
Plan, covering updates to our Scope 3 emissions
footprint and our SBTs before validation with the
SBTi. The ExCo also reviewed our social impact
strategy, approving an increase in investment
to support future engineers and communities
across our global markets and aligning the
programme more closely with our strategic
people, customer, and supplier priorities (see
pages 44, 45, and 55 to 57).
The Board maintains close oversight of
our ESG action plan, including our five
climate-related risks and opportunities (CRROs),
and approves key ESG policies, targets, initiatives,
and investments. Progress updates are provided
ahead of each Board meeting through the CEO
Board report, and the Chief Sustainability Officer
(CSO) provides a regular verbal briefing to our
Non-Executive Director ESG Lead, Bessie Lee.
As part of its annual strategy review, the Board
undertakes a dedicated deep dive into ESG
strategy, investment plans, and performance,
reinforcing ESG as a core priority.
Two Board committees further support ESG
governance; the Audit Committee oversees
alignment with existing and emerging ESG
related compliance requirements, while the
Remuneration Committee makes decisions
on ESG metrics and targets to be included in
executive remuneration and employee rewards.
Read more about Board activities on pages 79
to 81.
Led by our CSO, the Group ESG team is
responsible for the dayātoāday delivery of
our ESG action plan. Strong governance
policies and practices underpin their work,
ensuring robust execution of our strategy
and enabling us to create longāterm value for
stakeholders. The team is supported by crossā
organisational steering groups focused on
the core workstreams of net zero, packaging
and transport, and Better World products.
These groups meet regularly to shape strategic
and investment plans, drive initiatives forward,
and monitor ongoing performance.
Governance
ESG governance structure
THE BOARD
Oversees the Groupās ESG approach
and receives regular updates on
ESG action plan progress
THE EXCO
Oversees development and
implementation of the Groupās ESG
strategy, policies, investment plans,
delivery initiatives, and disclosures
THE ESG TEAM
Ensures operational delivery
of the Groupās ESG action plan
ESG compliance steering group
Ensures compliance to existing
and emerging ESG regulation
Initiative steering groups
Comprised of four steering groups
that drive action on key ESG action
plan areas: net zero, packaging,
transport, and Better World products
Audit Committee
Remuneration Committee
ESG Non-Executive Director
DOING BUSINESS
RESPONSIBLY
Our commitment to doing the right
thing underpins how we operate
and ensures we remain a trusted,
transparent partner across the
industrial value chain.
We apply a rigorous approach to
governance, ethics, and compliance
across our business and work
closely with our >2,500 product
suppliers to ensure our >875,000
strong range of stocked products
is sourced from businesses
that meet our high ethical
and environmental standards.
This creates clearer differentiation
and a stronger go-to-market
proposition for our trusted Better
World product range ā enhancing
supplier alignment with customer
expectations and reinforcing RSās
position as a reliable, sustainable
channel partner.
RS Group plc Annual Report and Accounts 202658
To drive progress towards our 2030 ESG action
plan, we have integrated ESG targets into our
employee rewards programme. As of 2025/26,
48% of Group employees have their annual
incentive aligned to the Groupās Scope 1 and
2 emissions reduction target, with this metric
accounting for 10% of the annual incentive.
In 2025/26, we exceeded the maximum
performance level for this metric. We achieved
our Scope 1 and 2 emissions reduction target
for 2025/26 as a result of our net zero initiatives,
delivering carbon reductions as expected ā
supported by further energy and operational
efficiencies (read more on pages 45 and 46).
In addition to these incentives, ESG forms a
core part of our performance management
at both a Group and individual level. The ExCo
receives ESG performance updates quarterly.
We also have eight non-financial KPIs in our
Group performance scorecard which the ExCo
uses to manage ESG performance via QBRs
with the regions and functions (see pages 22
and 23). To drive further progress, ESG targets
are incorporated into annual objectives and
incentive structures for specific individuals.
INCENTIVISING
ESG PROGRESS
By 2029/30, we want to include
ESG-related targets in our employee
rewards programme across all levels
and geographies.
% of employees with carbon
reduction metric in annual incentive
48%
unchanged from 2024/25
Status
On track or ahead
ESG metrics in Group
performance scorecard
8
unchanged from 2024/25
REPORTING AND DISCLOSURE
To meet the evolving expectations of our stakeholders, we continued to align our ESG disclosures
with leading frameworks, standards, and ratings methodologies. The Group ESG team actively
monitors the fastāchanging regulatory landscape to ensure our policies, processes, and reporting
reflect best practice and we are prepared for emerging UK and EU requirements.
Our 2025/26 ESG disclosures are aligned to the following frameworks and standards:
TCFD In 2025/26, we strengthened our climateārelated risk controls by updating
our scenario analysis to reflect the latest five-year plan and embedded
stronger first-line ownership of climate risks across regions and functions.
We also secured ExCo approval and Audit Committee endorsement of
our extended Scope 3 targets to better manage emissions and product
and logistics risks in our value chain, while strengthening value creation
drivers with customers and suppliers (see pages 62 to 67).
GRI and SASB Our ESG reporting aligns to the sector-specific recommendations of the
Global Reporting Initiative (GRI) and Sustainability Accounting Standards
Board (SASB).
UN Sustainable
Development
Goals (SDGs)
Our ESG action plan is aligned to six of the UN SDGs where we can make
the biggest impact.
UN Global
Compact (UNGC)
We are members of the UNGC, and our latest Communication on
Progress can be found on our website. To strengthen our approach and
gain insight into priority ESG topics, in 2025/26 colleagues from our ESG
and Belonging teams participated in the UNGC UK Working Groups on
Sustainability Reporting, Circular Economy, Climate Peer Learning, and
Diversity, Equity and Inclusion.
Data is the foundation of our ESG approach and we are committed to transparency, accessibility, and
accountability. Our ESG data centre includes up to six years of ESG data back to our baseline year
and the reporting methodology for key ESG KPIs can be found in our separate ESG basis of reporting
document. These documents, alongside our ESG limited assurance statement from Grant Thornton,
can be found at rsgroup.com/sustainability
We achieved our Scope 1 and 2
emissions reduction target for
2025/26 as a result of our net
zero initiatives, delivering carbon
reductions as expected ā supported
by further energy and operational
efficiencies.ā
GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
59
STRATEGIC REPORT
Governance continued
In response to the rapid development of AI
technologies, RS has agreed a Groupāwide AI
strategy aligned to responsible, valueādriven
adoption, supported by an inādepth Board
session on AI during the year to assess
emerging risks, controls, and strategic impacts
(read more on pages 80 to 81 and 84 to 85).
We strengthened our AI governance in 2025/26
through the introduction of a comprehensive
Group AI Policy supported by tailored training
and implementation of protective technologies
to enable safe and compliant use. With oversight
by an ExCo-level steering group, we consider
all aspects of AI use, including security, ethics,
people, and sustainability, and we are beginning
to explore alignment with the emerging ISO
42001 AI management standard.
For a full list of Group codes, policies and
standards, go to: rsgroup.com/sustainability/
codes-policies-and-standards
Modern slavery
Our Modern Slavery Transparency Statement
outlines our zeroātolerance stance towards
any form of slavery, human trafficking, child or
forced labour within any part of our business or
supply chain. This position is reinforced in our
Group Anti-Slavery and Human Trafficking Policy
and Ethical Trading Policy. We comply fully with
the International Labour Organizationās Forced
Labour Convention, Abolition of Forced Labour
Convention, and Minimum Age Convention.
In 2025/26, 99% of employees completed
a module on modern slavery as part of the
refresher Code of Conduct training.
Data, information security,
and privacy
Under the leadership of our Chief Information
Security Officer, we continued to strengthen our
integrated, Groupāwide information security
programme, driving greater standardisation
through common tools and shared expertise
across all markets. Following a year of
high-profile industry security incidents, we
enhanced our preparedness with incident
rehearsal programmes and a refreshed training
campaign on acceptable use. Regular phishing
simulations and short mandatory training
modules maintain employee awareness and
confidence in identifying and reporting risks.
RS maintains active membership in the
appropriate National Cyber Security Centre
information sharing group. In 2025/26, a
dedicated risk team and Technology Risk
Management Committee were established to
ensure all security activity is riskāinformed and
to guide the ongoing selection and refresh
of protective technologies. We assess data
protection risks across different parts of our
business and in 2025/26 we rolled out tailored,
inādepth training to 100% of employees in
higherārisk areas.
Anti-bribery and corruption
We are committed to conducting our business
affairs ethically and transparently, ensuring
we do not engage in or facilitate any forms
of bribery or corruption as outlined in UNGC
Principle 10. Our Group AntiāBribery and
Corruption Policy sets out this commitment
alongside our approach to gifts and hospitality,
facilitation payments, and political and charitable
contributions. This policy and related controls
are detailed in our Code of Conduct training and
are available in 12 languages on our intranet
sites and via our Legal and Compliance chatbot.
Fraud prevention
We uphold strong fraud prevention controls,
requiring all suspected cases to be reported
within 48 hours and centrally reviewed. This year,
we refreshed our Group Fraud Policy, completed
a Groupāwide risk assessment, and delivered
mandatory Fraud Prevention training to reinforce
our zero tolerance approach, completed by
100% of employees and contractors (read more
on page 96).
Whistleblowing
Speak Up, our dedicated whistleblowing process,
is a way for employees, customers, and suppliers
to raise ethical or legal concerns without fear
of victimisation. Available globally, we provide
internal channels and an external independent
reporting service that can be used to make
reports anonymously.
The Speak Up process is monitored regularly
by our Audit Committee and in 2025/26, we
received 86 Speak Up reports, all of which were
investigated and acted upon, where necessary.
The Group continued its awareness campaign
throughout the year, using a variety of channels
including reminders embedded within the Code
of Conduct, fraud, and data protection training
modules released during the year, as well as an
internal communications approach.
ETHICS AND COMPLIANCE
We are committed to upholding the highest
standards of ethics and compliance across the
Group and ask our suppliers to do the same.
To ensure consistent action, our key policies
and processes align to regional legislative
requirements and best practice standards,
including the policies and processes described
here and on page 68.
Code of Conduct
The Group Code of Conduct sets out our policy
to maintain the highest standards of ethical
conduct and behaviour. It provides clarity to our
employees, contractors, and others as to the
legal and compliance requirements we must
adhere to, as well as ways of raising concerns
including via our Speak Up process (see
page 96).
Compliance with the Code of Conduct is required
for employees and contractors. The Code of
Conduct is periodically refreshed to ensure it
continues to reflect best practice and reinforce
our commitment to achieving the highest ethical
and compliance standards across the Group.
In addition to mandatory training at onboarding,
99% of employees completed a refresher Code
of Conduct training in 2025/26, which included
specific sections covering modern slavery and
antiābribery and corruption.
Ethical trading
We continue to promote ethical standards for
our people through the Code of Conduct and for
our suppliers through our Group Procurement
Policy and Group Ethical Trading Policy. We are
committed to partnering with suppliers with
strong ESG standards. We ask all our product
and service suppliers to sign our Ethical Trading
Declaration, or provide their own equivalent
ethical policy that aligns to our standards. As of
2025/26, 65% of suppliers by spend had signed
our Ethical Trading Declaration or provided
their own.
RS Group plc Annual Report and Accounts 2026
60
167
suppliers contribute to our Better World
product range (2024/25: 132)
Achieving an EcoVadis rating is a key part
of our supplier ESG action plan, giving us
clearer visibility across our value chain and
ensuring alignment with our ESG priorities.
Recognising that time and cost can be barriers
to completing the full assessment, we introduced
the EcoVadis Vitals tool in 2025/26 to offer a free,
streamlined version that generates an initial risk
rating. Paired with our education toolkits, this
helps suppliers start their ESG journey with a
focused plan for priority improvements, and any
suppliers who receive an overall high risk rating
will be asked to complete the full assessment.
So far, we have asked 61 of our suppliers without
an EcoVadis rating to complete the EcoVadis
Vitals assessment, with 31% of those suppliers
doing so in 2025/26.
We conduct detailed ethics and compliance
monitoring with our key suppliers to ensure
ongoing alignment to Group standards and
expectations. This includes:
ā Risk screening all new and existing
suppliers against global government lists
and conducting more inādepth ethics and
compliance checks on our higherārisk RS PRO
suppliers. In 2025/26, we conducted 37 site
audits of these suppliers
ā In addition to the mandatory pre-qualification
questionnaire as part of our supplier
onboarding process, we run re-qualification
questionnaires targeting specific product
categories as additional due diligence
to ensure products contain responsibly
sourced minerals
More information on our supplier ESG action
plan can be found online at: rsgroup.com/
sustainability
Supplier ESG action plan
As a critical link in the industrial value chain,
we work closely with our >2,500 suppliers to
strengthen ESG performance in ways that
directly support customersā sustainability
goals and enhance our shared market
competitiveness. By strengthening goātoāmarket
pathways and clarifying differentiation for
credible sustainable products, we are expanding
our Better World product framework and
accelerating progress across four priority ESG
areas to reduce risk, build trust, and unlock value
for suppliers, customers, and RS.
ESG is embedded in our annual programme of
supplier events, including the EMEA strategic
supplier conference and RS Connect sessions
across our regions, with keynote sessions and
targeted actionāfocused breakout discussions.
We offer opportunities to collaborate through
our Better World product range, sustainable
distribution, and youth and community
programmes, driving open, commerciallyāfocused
dialogue that aligns suppliers with RS and our
customersā strategic ESG priorities. These events
strengthen collaboration, help suppliers enhance
the sustainable procurement experience we
deliver to customers, and create clearer
goātoāmarket opportunities that drive value
across our shared supply chain.
Our supplier management approach centres
on rigorous screening, active collaboration, and
consistent engagement. Supplierāfacing teams
are equipped to integrate our supplier ESG
action plan into their ongoing engagement,
supporting strategic supplier partners to
prioritise sustainability and overcome barriers
to progress. We define clear priority actions
through practical resources, including our ESG
Supplier Handbook and Better World Product
Guidelines, and we promote shared learning
through webinars, industry forums, and regular
one-to-one discussions. ESG is the eighth pillar
of the RS EMEA strategic supplier approach,
ensuring that suppliers are evaluated and
incentivised against our robust ESG standards.
RESPONSIBLE
SUPPLY CHAIN
By 2029/30, we want to evaluate all our
suppliers against our high ethical and
environmental standards and set ESG
objectives for strategic suppliers.
Suppliers by spend with signed Ethical
Trading Declaration
65%
1% pts increase from 2024/25
Status
Not on track ā further action required
Suppliers by spend with EcoVadis rating
59%
4% pts increase from 2024/25
Status
Slightly behind target ā monitor closely
Strategic suppliers by spend with SBTs
74%
3% pts increase from 2024/25
1
, with 41% of
all suppliers by spend with SBTs
Status
On track or ahead
RS PRO suppliers by spend that are Sedex
members
80%
5% pts increase from 2024/25
Status
On track or ahead
1. Target reset in 2025/26. Previously top 67%
of suppliers by spend.
We give our suppliers a clear ESG roadmap
supported by tailored guidance and
commerciallyādriven opportunities shaped
by customer demand. By 2030, we aim for
full engagement across four ESG priorities
outlined in our ESG Supplier Handbook.
This year, we focused our action on strategic
suppliers, where we have the greatest
opportunity to influence action. This is
c. 160 suppliers, representing 43% of total
spend, with 2025/26 progress below:
1
Sign and return the Ethical Trading
Declaration (ETD): 65% of all suppliers
and 97% of strategic suppliers by
spend with a signed ETD in place
(2024/25: 64% all, 94% strategic), as part
of robust due diligence processes
2
Develop and offer more sustainable
products: 35 new suppliers and
c. 4,000 new products were added to the
Better World product range in 2025/26,
totalling c. 33,000 products from 167
suppliers (2024/25: c. 30,000 products
from 132 suppliers)
3
Set scienceābased carbon reduction
targets: This year we set a new 2030
ambition focused on our strategic
suppliers. 74% of strategic suppliers and
41% of all suppliers have set SBTs with
SBTi (see page 50)
4
Become EcoVadis-rated or Sedex
members to benchmark and drive ESG
progress: 59% of all suppliers and 88%
of strategic suppliers by spend are
rated by EcoVadis (2024/25: 55% all,
85% strategic) and 300+ are committed
to improving their rating. This year we
engaged over 60 additional suppliers
through the EcoVadis Vitals solution.
80% of RS PRO suppliers are members
with Sedex (2024/25: 75%)
GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
61
STRATEGIC REPORT
At the time of publication, we comply with
Listing Rule 6.6.6R and the Companies (Strategic
Report) (Climate-related Financial Disclosure)
Regulations 2022 by providing disclosures
consistent with the 11 TCFD recommendations.
Our quantitative scenario analysis draws on the
TCFD Final Recommendations Report, Annexes
(2021) and related technical supplements,
and we will continue to use these resources
as we prepare for future alignment with IFRS
S2 and the UK Transition Plan Taskforce (TPT)
framework.
Climate change remains a defining global
challenge, and as a critical partner to the
industrial sector, we are committed to supporting
the transition to a low-carbon economy. We work
with customers and suppliers to drive more
sustainable and efficient industrial operations
across the value chain. This focus strengthens
our ability to identify growth opportunities,
generate long-term value, and support the
decarbonisation journeys of both our customers
and suppliers.
This is our fifth TCFD disclosure, and we continue
to mature our reporting. Over the past year,
we have refreshed our quantitative scenario
analysis across our five climateārelated risks and
opportunities (CRROs) and further enhanced the
governance and risk management processes
that support our approach. This includes
updating our climate risk control questionnaires
across regions and functions and refreshing our
solar generation modelling to ensure alignment
with our net zero plan.
In parallel, we have continued to deepen
the integration of climate and ESG priorities
into our products, solutions, and operational
excellence strategies.
These enhancements ensure we have the insight, systems and strategic focus needed to respond effectively to a changing climate,
while positioning RS to create value for both our business and our stakeholders by enabling the transition to a low-carbon industrial sector.
TASK FORCE ON CLIMATE-RELATED
FINANCIAL DISCLOSURES
The table below sets out the 11 TCFD recommendations and where the related information can be found within this report:
Recommendations Disclosure Reference
Governance A) Describe the Boardās oversight of climate-related risks and opportunities Doing business responsibly (page 58)
B) Managementās role in assessing and managing climate-related risks
and opportunities
Doing business responsibly (page 58)
Strategy A) Describe the climate-related risks and opportunities the organisation has
identified over the short, medium, and longāterm
TCFD strategy (pages 63 to 67)
B) Describe the impact of climate-related risks and opportunities on the
organisationās businesses, strategy, and financial planning
TCFD strategy (pages 63 to 67)
C) Describe the resilience of the organisationās strategy, taking into
consideration different climateārelated scenarios, including a 2Ā°C or
lower scenario
TCFD strategy (pages 63 to 67)
Risk
management
A) Describe the organisationās processes for identifying and assessing
climate-related risks
TCFD risk management (page 67)/
Risks, viability and going concern (page 38)
B) Describe the organisationās processes for managing climate-related risks TCFD risk management (page 67)/
Risks, viability and going concern (page 38)
C) Describe how processes for identifying, assessing, and managing
climate-related risks are integrated into the organisationās overall
risk management
TCFD risk management (page 67)/
Risks, viability and going concern (page 38)
Metrics
and targets
A) Disclose the metrics used by the organisation to assess climate-related risks
and opportunities in line with its strategy and risk management process
Advancing sustainability (pages 44 to 50)/
TCFD metrics and targets (page 67)
B) Disclose Scope 1, Scope 2 and if appropriate Scope 3 GHG emissions and
the related risks
Advancing sustainability (page 45)
C) Describe the targets used by the organisation to manage climate-related
risks and opportunities and performance against targets
Advancing sustainability (pages 44 to 50)
RS Group plc Annual Report and Accounts 2026
62
OUR FIVE CLIMATE-RELATED RISKS AND OPPORTUNITIES (CRROS)
Products, solutions, and customers
1. Changes in customer segments and product demand
(transition opportunity)
Logistics
2. Technology transition and rising fuel costs (transition risk)
Distribution sites
3. Reduced emissions and energy costs through solar
generation (transition opportunity)
4. Impact of extreme heat (physical risk)
5. Impact of extreme weather (physical risk)
Climate Change Representative Concentration
Pathways. The residual, post-mitigation impact of
each CRRO under these scenarios is presented
on pageāÆ66, with a reference table summarising
the scenarios used.
We identified the likely timeframe for each CRRO
to emerge:
ā Short term: 0 to 5 years (aligned to our
fiveāyear strategic plan)
ā Medium term: 5 to 10 years (aligned to the
risk management process, modelled as 2030
in our quantitative climate scenario analysis)
ā Long term: 10 to 30 years (aligned to the risk
management process, modelled as 2050 in
our quantitative climate scenario analysis)
While we have identified shortāterm climate
opportunities, we have not identified any
material short-term risks or experienced any
climate-related incidents with a material impact
on the business in 2025/26. We have modelled
our medium and long-term CRROs in the table
on page 66.
sourcing, and lower-carbon manufacturing, while
providing customers with trusted, costāeffective,
and sustainable procurement choices.
Maturing our climate scenario modelling
In 2025/26, we further enhanced the robustness
and transparency of our quantitative climate
scenario analysis. Working jointly, our ESG and
Group Financial Control teams updated the
analysis to reflect the latest fiveāyear strategic
and financial plan and projected impacts through
to 2050. This work has strengthened visibility of
the potential financial implications of our CRROs
and demonstrates our continued commitment
to embedding climate considerations into core
business planning and decision-making.
We assessed the potential impact on Group
adjusted operating profit, both before and after
the application of mitigation measures. As in
previous years, we have modelled transition risks
using three International Energy Agency (IEA)
climate scenarios and for physical risks we have
used the three Intergovernmental Panel on
transition, including renewables, energy and
utilities, and automotive (see pages 48 and 49)
ā Products and suppliers: working with our
suppliers to develop a specialist, technically
led range of sustainable products, such
as variable speed drives, energyāefficient
motors, etc. within our broader portfolio, while
strengthening strategic partnerships as their
go-to-market partner of choice. At the same
time, we continue to collaborate with suppliers
to decarbonise the industrial value chain by
encouraging them to set SBTs (see page 50)
ā Services and solutions: supporting
customers to improve safety, sustainability,
and operational efficiency by providing
service solutions that meet their needs,
from energy-saving technologies to more
sustainable PPE (see pages 48 and 49)
ā Operational excellence: offering our
customers a greener distribution service,
through more sustainable distribution sites,
product shipments and packaging (see pages
23 and 44 to 50)
We are collaborating with suppliers, customers,
and other value chain partners to accelerate
sector-wide decarbonisation, supported by
initiatives such as our Better World product
range and supplier ESG action plan (see pages
48 to 50). Our strong ESG performance is a key
commercial differentiator, helping us win and
retain high-value customers with their own
ambitious ESG agendas.
In June 2026, we will publish our first Climate
Transition Plan, outlining our climate ambition
and the key decarbonisation levers, enablers,
and dependencies that support progress
towards our net zero targets. Designed primarily
as a stakeholder engagement tool ahead of a
fully TPT-aligned version, the CTP is more than
a roadmap ā it is a call to action. Working with
our customers, suppliers, and employees, we
are using our scale, influence, and technical
expertise to accelerate the low-carbon transition,
supporting suppliers to advance more
sustainable product development, responsible
Our five CRROs are summarised in the table
on this page and further detail can be found
on pages 64 and 65. These remain consistent
with our assessment and disclosure in prior
TCFD reports (available at: rsgroup.com/
sustainability/reporting-centre), which
set out further complementary detail and
context on our climate governance and risk
management approach and our climate-related
scenario analysis.
Governance
Our climate governance activities are fully
embedded within our broader corporate
governance framework. For an overview of our
ESG governance and key activities for 2025/26,
including the management of climate-related
risks and opportunities, please refer to page 58.
For a summary of key ExCo and Board climate-
related engagement and activities during
2025/26, see pages 79 to 81.
Strategy
Climate action is integral to our purpose, vision,
and values, and is embedded in our strategy and
2030 ESG action plan. ESG is a core strategic
enabler ā strengthening our competitiveness,
surfacing opportunities for growth and
innovation, and ensuring that climate-related risks
are identified, managed, and mitigated effectively.
By aligning our strategy and ESG priorities, we
are able to accelerate delivery and reinforce our
position as a trusted partner in the low-carbon
industrial transition. Some key examples of how
we are mitigating climate risks and maximising
opportunities through our strategy include:
ā Customers: offering customers products
with verified sustainability claims that
build transparency and trust through
responsible design, circular material choices,
and evidenced in-use and end-of-life
decarbonisation benefits, while developing
enhanced carbon reporting solutions for
high-value customers and supporting growth
across sectors central to the low-carbon
GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
63
STRATEGIC REPORT
TCFD continued
2025/26 actions on our CRROs:
1. Target reset in 2025/26. Previously 35% reduction per tonne of product sold. 2. Scope 3 emissions from product transportation (Category 4) per tonne of product sold.
Strategic action
Customers Products and suppliers Services and solutions Experience Operational excellence
CRRO Description Business owners Metrics monitored 2025/26 initiatives, progress and investment activities
Transition
Opportunity 1. Products, solutions,
and customers: Changes
in customer segments
and product demand
Strategic action
alignment:
Connected stakeholders:
Growth in customer segments
linked to the low-carbon economy
and product categories enabling
the net zero transition.
A smaller downside risk of decline
in traditional customer segments
(fossil fuel) and products that are
not prevalent in the low-carbon
economy (although modelling
indicates this is of low significance).
Chief of Product and
Supply Chain (P&SC)
ā Number of products in the Better
World product range (ambition
for 100,000 by 2030)
ā Investment in and incremental
revenue from sustainable
products and services e.g. Better
World products, industrial MRO
services that reduce energy and
carbon, and low-carbon industry
sectors
ā Reduce Scope 3 emissions
51.6% per Ā£m value added (SBTi
validated)
ā Better World products ā c. 33,000 products from 350+ product
families across 30 countries, with 167 suppliers contributing to
the range (see pages 48 and 49)
ā New Scope 3 intensity SBTi commitment to continue to drive
decarbonisation of products across the lifecycle (see page 45)
ā Reset our supplier sustainability target for 2030 focusing on
strategic suppliers where we have the greatest ability to influence
progress (see page 61)
ā Delivered product COā training to upskill category teams on Scope
3 emissions, the importance of low-carbon manufacturing and
circular design, and how to embed this knowledge to drive value
through the Better World product range
ā Developing customer carbon reporting for high-value customers
(see page 49)
ā Low-carbon industry sectors ā for example, partnered with a
customer to deliver bespoke OEM conventions for ageing UK
wind turbines, identifying 157 RS products and creating a scalable
maintenance framework for global turbine models (see page 49)
2026/27 focus: Continue to grow our customer propositions
and revenue from sustainable products, including launching more
enabling solutions that help customers to reduce carbon, energy,
and operating costs
Risk 2. Logistics: Technology
transition and rising fuel
costs
Strategic action
alignment:
Connected stakeholders:
Increased costs from third-party
logistics providers associated
with carbon freight taxes and
investment in low-carbon
technologies (expected to continue
to be embedded in pricing margin).
Chief of P&SC and
Regional Presidents
(RPs)
ā Reduction in total CO
2
emissions
and emissions intensity for
product transportation ā 40%
reduction per tonne of product
sold by 2029/30 from 2019/20
1
ā Logistics costs as a percentage
of revenue
ā Raised our 2030 product transport emissions intensity target to
40% (from 35%), reflecting projected performance (see pagesī¢44
andī¢50)
ā 34% reduction in product transport emissions intensity since
2019/20
2
, supported by a more regionalised supply chain and
distribution network that shortens delivery distances, lowers
transport costs, and reduces emissions (see pageāÆ50)
ā Reviewed our cross-border logistics model to cut air shipments
into Canada, ahead of a new local hub launching in 2026/27
2026/27 focus: Drive further supply chain optimisation via regional
sourcing and modal shifts to reduce distance, emissions, and cost,
supported by enhanced carrier engagement and technology to
enable greener delivery options
Stakeholder key
Our people Customers Suppliers Communities Shareholders
RS Group plc Annual Report and Accounts 202664
CRRO Description Business owners Metrics monitored 2025/26 initiatives, progress and investment activities
Transition
Opportunity 3. Distribution sites:
Reduced emissions and
energy costs through
solar generation
Strategic action
alignment:
Connected stakeholders:
Installation of solar panels on
available distribution site roof
space to reduce energy costs
and increase resilience.
Chief of P&SC
and RPs
ā Capital expenditure on
distribution site solar generation
and storage solutions has
been embedded in goodwill
impairment on page 94
ā Reduction in energy costs
ā Percentage of 2025/26
electricity use from on-site solar
generation: 3%
ā Enhanced our net-zero plan by updating and expanding our solar
generation modelling, including installing solar PV at Monterrey,
Mexico and assessing further rollout across other Risoul sites
ā Solar now provides 38% of electricity at our distribution sites
in Germany, Spain, Australia, Switzerland, and South Africa
ā Net zero capex investment of c. Ā£2 million per annum included
in the fiveāyear strategic plan
2026/27 focus: Review and progress proposals for installation
of solar generation at further sites
Physical
Risk 4. Distribution sites:
Impact of extreme heat
Strategic action
alignment:
Connected stakeholders:
Increased costs associated with
installation of highāefficiency
cooling systems and/or potential
impacts on the health, safety, and
wellbeing of people working at
our distribution sites which could
reduce productivity. Key material
site identified to be exposed to
extreme heat is our regional DC
in Fort Worth, US.
Chief of P&SC
and RPs
ā Distribution site operating
temperatures
ā Worker productivity and absence
during highāheat periods (>35Ā°C
and >40Ā°C)
ā Capital expenditure in
heating, ventilation, and air
conditioning (HVAC) systems
has been embedded in goodwill
impairment on page 94
ā Employee productivity monitored by site management teams
in distribution sites during high-heat periods with increased
ventilation, regular breaks, and refreshments
ā Ā£1 million capital investment in energy efficiency projects at our
DCs and FCs, for example insulation improvements, rapid roller
doors, and LED lighting
ā Our regional DC in Fort Worth, US, made further efficiency
improvements to its HVAC systems
2026/27 focus: Ongoing mitigation through business
continuity planning, review additional sites for HVAC and fabric
improvement options
5. Distribution sites:
Impact of extreme
weather
Strategic action
alignment:
Connected stakeholders:
Extreme weather events, including
flooding, storms, and tornadoes,
have the potential to disrupt
our operations and logistics and
cause physical damage to our
infrastructure. Our regional DC
in Fort Worth, US, was identified
to be the key site at risk, due to
physical exposure and strategic
importance for our Americas
distribution network.
Chief of P&SC
and RPs
ā Distribution site insurance costs
ā Frequency and cost impact
of severe weather events on
distribution sites
ā Investment in distribution site
facility improvements
ā Ongoing business continuity planning by our regional DC
team in Fort Worth, US, includes mitigations such as drop
shipments, alternative warehousing, and revising its business
continuity plans as part of a broader optimisation of the
North AmericaāMexico network
2026/27 focus: Ongoing mitigation through business
continuity planning
Strategic action
Customers Products and suppliers Services and solutions Experience Operational excellence
Stakeholder key
Our people Customers Suppliers Communities Shareholders
GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
65
STRATEGIC REPORT
TCFD continued
Refreshed climate scenario analysis
High-level results from our refreshed 2025/26
climate scenario analysis are presented to the
right, with the net financial impact of CRROs post
mitigation. Opportunities indicate a positive net
impact on operating profit (shaded green) and
risks indicate a negative net impact (shaded red).
Our analysis indicates that physical risks are
expected to be greater under a higher warming
scenario, whereas transition opportunities and
risks are greater under lower temperature
scenarios, due to faster and more significant
policy and market changes to deliver the
low-carbon transition.
For further detail on our quantitative financial
scenario analysis methods, please refer to
our ESG basis of reporting document at:
rsgroup.com/sustainability
Net financial impact
Overall, we have low exposure to physical climate
risks, with our operations generally in low-risk
locations. Furthermore, our diversified business
model and global customer base, strong
supplier partnerships, and capital strength mean
we are well placed to mitigate potential future
risks. We are also well positioned to support the
transition to a low-carbon industrial sector by
leading in sustainable products, solutions, and
industry sectors.
Our analysis shows that at a gross level our
climateārelated risks are financially material.
However, through effective mitigation activities
and investment (detailed on pages 64 and
65), the risks present a limited financial impact
to the Group as detailed in the table to the
right. It also shows that if we deliver upon our
strategic growth ambitions relating to low-carbon
products, service solutions and industry sectors,
we will see a net positive financial impact from
the CRROs. This demonstrates the overall
resilience of our business model to manage
our risks and maximise our opportunities under
various future climate pathways.
1. 2030 ā medium term, 2050 ā long term. Time horizons for the climate scenario analysis were selected according to the time periods for which data was consistently
available for both IEA and RCP scenarios within the range of RSās medium- and long-term risk time horizons outlined on page 63.
2. Aligned to RS enterprise risk management guidance, a CRRO is considered to be material where the annual net impact (post mitigation) on adjusted operating profit is
greater than +/- 16-24%. CRRO 1 (Products, solutions, and customers: changes in customer segments and product demand) is the only CRRO deemed to be material,
aligned to this threshold. At a gross impact level (pre mitigation), we apply the same materiality threshold, plus our enterprise risk management framework for financial
resilience to evaluate the financial materiality of our climate risks. CRROs 2 (Logistics: technology transition and rising fuel costs) and 4 and 5 (Distribution sites: impact
of extreme heat and weather) are deemed to be financially material at a gross level under the financial resilience assessment for Group risks.
3. NZE ā The Net Zero Emissions scenario by 2050, APS ā The Announced Pledges Scenario, STEPS ā The Stated Policies Scenario (Source: IEA), RCPs 2.6, 4.5 and 8.5
(Source: IPCC).
Key: Annual impact (post mitigation) on Group adjusted
operating profit
2
CRRO Description Financial impact Timeframe
1
Annual net impact (post
mitigation) on Group adjusted
operating profit financial
materiality key
Transition Temperature rise 1.5ā 2ā >2ā
1. Opp Products, solutions, and customers:
changes in customer segments
and product demand
Annual revenue impact 2030 Very low Very low Very low
2050 Medium Low Very low
2. Risk Logistics: technology transition
and rising fuel costs
Increased operating costs, fully
offset through embedding in
pricing margin
2030 No impact No impact No impact
2050 No impact No impact No impact
3. Opp Distribution sites: reduced
emissions and energy costs
through solar generation
Annual operating costs impact
(including depreciation)
2030 Very low Very low Very low
2050 Very low Very low Very low
Physical Temperature rise 2ā >2ā >4ā
4. Risk Distribution sites: impact
of extreme heat
Capital and operating costs to
mitigate risk, expected to fully
mitigate impact on productivity
2030 Very low Very low Very low
2050 Very low Very low Very low
5. Risk Distribution sites: impact
of extreme weather
Annual revenue impact and
operating cost, offset by recovery
via insurance policies
2030 No impact Very low Very low
2050 No impact Very low Very low
Very high >32%
High 24 to 32%
Medium 16 to 24%
Temperature Scenario
Transition
1.5ā NZE - 1.4ā
2ā APS - 2.1ā
>2ā STEPS - 2.6ā
Temperature Scenario
Physical
2ā RCP 2.6 - 2.0ā
>2ā RCP 4.5 - 2.4ā
>4ā RCP 8.5 - 4.3ā
Low 8 to 16%
Very low 0 to 8%
No impact 0%
Temperature scenarios
3
RS Group plc Annual Report and Accounts 202666
Risk management
Our CRROs are managed in line with the
Groupās risk management framework to
ensure a robust and consistent approach.
We maintain a high-level CRRO risk register
and mitigation plans, which are refreshed
annually in consultation with market and
functional leaders. We have strategies
and controls in place to mitigate physical
climate-related risks on our operations and
wider supply chain (see page 38).
CRROs are integrated into our risk management
process for ongoing monitoring and action.
Each CRRO has an assigned owner, defined
mitigating controls, and supporting metrics
and targets that are monitored and reported
annually. The internal audit and risk team
reviews the controls associated with our CRROs
and considers these frameworks, where relevant,
as part of audit inspections. ESG impacts are
assessed during due diligence for acquisitions,
and climate-related considerations will be
incorporated into future integration plans.
Updates on CRROs, including key risks and
progress, are provided to the ExCo, Audit
Committee and Board through their annual
risk reviews, ensuring clear visibility and
alignment with strategy, business planning,
and decision-making.
A key focus for 2025/26 has been strengthening
firstāline ownership of climateārelated risks.
This included targeted support for regions
and functions to assess, design, and enhance
climate-related controls, embed climate
considerations into risk processes, and
improve the consistency and quality of climate
risk reporting across the Group. For more
information on our risks, including climate
change, see pages 34 to 38.
Metrics and targets
To understand and manage our climate impacts,
we monitor a suite of key metrics for our CRROs
and set performance targets for those with the
greatest potential financial impact (see pageāÆ66).
Each CRRO has an accountable business owner
who oversees its management with relevant
leadership teams (see pagesāÆ64 and 65).
The Groupās nonāfinancial KPIs include four
climate-related metrics ā Carbon emissions
(Scope 1 and 2), carbon intensity, packaging
intensity, and waste (recycled) ā and we have
two SBTi-validated SBTs covering our direct
operations (Scope 1 and 2) and the intensity
of our Scope 3 emissions.
In 2025/26, we strengthened our ScopeāÆ3
accounting through detailed modelling,
enhancing the credibility of our Better World
product range and supporting customersā
decarbonisation goals. Based on this analysis,
the ExCo approved a ScopeāÆ3 target to reduce
Scope 3 emissions by 51.6% per Ā£m value added
(validated by the SBTi), that balances ambition,
strategic progress, and stakeholder value
with our role as a distributor and the external
dependencies this creates.
We also increased the ambition of our supplier
and product transportation targets ā raising
our 2030 product transport emissions intensity
target to 40% (from 35%) ā and reset our 2030
supplier sustainability target to focus on setting
SBTs with our strategic suppliers across c. 43%
of Group spend, where we have the deepest
supplier relationships and greatest ability to
influence progress. These changes followed
significant engagement with the ExCo, Board,
and product and supply chain leaders (see
pagesāÆ50, 58 andāÆ61).
Our science-based Scope 1 and 2 emissions
target forms part of the annual performance
incentive for 48% of RS employees,
including Executive Directors (see page 59).
Progress against our net zero metrics is reported
in the Advancing sustainability section (pages 44
to 50), with full data available online.
GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
67
STRATEGIC REPORT
NON-FINANCIAL
AND SUSTAINABILITY
INFORMATION STATEMENT
This section constitutes the Groupās non-financial information statement (NFIS), produced
toī¢comply with sections 414CA and 414CB of the Companies Act 2006. The information presented
b e l o w i s i n c o r p o r a t e d b y c r o s s - r e f e r e n c e a n d m o s t o f t h e p o l i c i e s l i s t e d c a n b e f o u n d o n o u r
website: rsgroup.com/sustainability/codes-policies-and-standards. Our Code o f Conduc t
underpins the Groupās business activities and provides our stakeholders with clear guidance on
expected behaviours, actions, and compliance requirements covering each of the below areas.
Reporting requirement and policy position Relevant Group policies and standards Due diligence and further information
Environmental
matters
Our environmental policies set out our commitment to
continuously improve our environmental performance
toī¢ensureī¢sustainable growth in line with our global goals.
Environmental Policy
Energy Management Policy
Supplier Ethical Trading Declaration
ā Advancing sustainability: pages 44 to 50
ā TCFD report: pages 62 to 67
ā Sustainability section of website: rsgroup.com/sustainability
People Our people policies support our people plan and ambition
toī¢create an inclusive and engaging environment, where
everyone isī¢proud and excited to come to work and can
perform at their best,ī¢develop, and thrive.
Health and Safety Policy
Diversity and Inclusion Policy
Gender Pay Gap Report
Equal Opportunity Policy
Speak Up Policy
Fraud Policy
ā Empowering our people: pages 51 to 54
ā Governance report: pages 70 to 121
ā Nomination Committee report: pages 87 to 90
ā Sustainability section of website: rsgroup.com/sustainability
Social matters We have strict standards of behaviour that we expect of
ourī¢employees and supply chain partners, which are set
outī¢in our Code of Conduct and Ethical Trading Declaration.
This includes respecting and safeguarding our people and
wider community.
Supplier Code of Conduct
Ethical Trading Declaration
Information Security Policy
Volunteering Policy
ā Empowering our people: pages 51 to 54
ā Championing youth & communities: pages 55 to 57
ā Doing business responsibly: pages 58 to 61
ā Sustainability section of website: rsgroup.com/sustainability
Respect for
human rights
We recognise and respect the Universal Declaration
ofī¢Human Rights, ensuring that all people have freedom,
dignity,ī¢and equality. We uphold the highest ethical and
legalī¢standards within our business and supply chain.
Modern Slavery Policy
Modern Slavery Statement
UNGC Communication on Progress
Conflict Minerals and Chemicals of Concern Policy
ā Doing business responsibly: pages 58 to 61
ā Sustainability section of website: rsgroup.com/sustainability
Anti-bribery and
corruption
We have a zero-tolerance stance on all forms of bribery and
corruption and are committed to conducting our activities
inī¢line with UNGC Principle 10. Our Group AntiāBribery
Policy covers our stance on these matters in detail.
Anti-Bribery Policy
Commitment to Compliance and Quality Policy
Competition Law Compliance Policy
Tax Strategy
Corporate Criminal Offence Policy
ā ESG governance: page 58
ā Governance report: pages 70 to 121
ā Audit Committee report: pages 91 to 97
ā Sustainability section of website: rsgroup.com/sustainability
Business model ā Strategy and business model: pages 8 and 15
Non-financial KPIs ā Nonāfinancial KPIs: pages 22 and 23
Principal risks ā How we manage our risks effectively: page 33
ā Our principal risks and uncertainties: pages 34 to 38
Climate-related
financial
disclosures
ā Disclosures aligned to clauses (a) to (h) of The Companies
(Strategic Report) (Climate-related Financial Disclosure)
Regulations 2022 detailed in the TCFD report: pages 62 to 67
RS Group plc Annual Report and Accounts 2026
68
SECTION 172
STATEMENT
The Companies Act 2006 and section 172
Under the Companies Act 2006, our Directors are required
to act in a way that they consider, in all good faith, would
most likely promote the success of RS Group plc and
its stakeholders. Throughout 2025/26 we have strived to
continue to demonstrate how, as a considerate, sustainable,
responsible, and solutions-driven business, our Board of
Directors and the ExCo have achieved this. Throughout this
report, there are many examples of how we have taken
into account our key stakeholders: our people, customers,
suppliers, communities, and shareholders. Details of how
the Board in particular has considered these stakeholdersā
interests can be found in the Corporate Governance Report
on pages 79 to 81.
The long-term consequences of decisions that are taken
Board oversight of our strategy and ongoing monitoring of performance against agreed metrics Pages 8, 20 to 23 and
79 to 81
Ensuring we have the right foundations to support the Groupās growth opportunity Pages 6, 13 and 19
Acquisition of BPX Group and Distrelec integration programme toī¢create effective synergies Pages 10 and 19
Accelerating our growth ambitions organically and inorganically Page 19
Refining our strategy to provide greater focus, more alignment, better prioritisation, and improved execution Pagesī¢8 to 14
The interests of our employees
Strengthening our commitment to our people and culture through the embedding of our values Pages 3, 10, 16 and 51
Creating an inclusive and engaging environment, where everyone is proud and excited to come to work and
can perform at their best, develop, and thrive
Pages 51 to 54
Prioritising the health, safety, and wellbeing of our workforce and providing career development and
learning opportunities
Pages 53 and 54
Continuing our programme of Board employee engagement Pages 79 and 82
The need to foster our business relationships with our customers, suppliers, and regulators
Our competitive advantage and strategy in action Pages 8 to 14
Aligning our operating plans to build organisational capabilities and a scalable market strategy Pages 6 and 7
Engaging with our customers and suppliers and utilising data to better understand their needs Pages 11 and 17
The impact of the Groupās operations on the environment and community
Enhancing a purposeāled culture, driving our ESG goals in our commitment forī¢a better world Pages 41 to 67
Driving to be a sustainable and responsible leader in our sector Pages 58 to 61
Supporting suppliers to provide more sustainable products Pages 48 to 50 and 61
Our reputation for having high standards and sound ethical conduct
Code of Conduct: periodically refreshed and mandatory training conducted; Speak Up facility in place Page 60
Mandatory fraud prevention training delivered to reinforce zero-tolerance approach Page 60
Ensuring we apply a zero-tolerance approach to modern slavery Page 60
The need to act fairly between members of the Company
Continuing to pursue a progressive dividend policy Page 28
Increasing operational effectiveness Pages 9 to 14
The Strategic Report was approved by the Board on 19 May 2026 and is signed on its behalf by:
Simon Pryce
Chief Executive Officer
Forward-looking statements This financial report contains certain
statements, statistics, and projections that are or may be forward-looking.
The accuracy and completeness of all such statements,ī¢including,
without limitation, statements regarding the future financial position,
strategy, projected costs, plans, and objectives for the management of
future operations ofī¢RS Group plc and its subsidiaries is not warranted
or guaranteed. Statements that are not historical facts, including
statements about our beliefs and expectations, and including (without
limitation) statements containing words such as āmayā, āwillā, āshouldā
āprojectsā, āintendsā, āexpectsā, āanticipatesā, āestimatesā, ābelievesā, āaimsā, and
wordsī¢of similar import, are forwardālooking statements. By their nature,
forward-looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the
future. Although RS Group plc believes that the expectations reflected
in such statements are reasonable, no assurance can be given that such
expectations will prove to be correct. There are a number of factors,
whichī¢may be beyond the control of RS Group plc, which could cause
actual results and developments to differ materially from those expressed
or implied by such forward-looking statements. Other than as required
by applicable law or the applicable rules ofī¢any exchange on which our
securities may be listed, RS Group plc has no intention or obligation
toī¢update forwardālooking statements contained herein.
GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
69
STRATEGIC REPORT
Corporate governance
ROBUST
GOVERNANCE
FOR EFFECTIVE
DECISION-MAKING
In this section:
Chairmanās letter 71
Board of Directors 72
Governance at a glance 75
Our governance framework 76
Board activities during the year 79
Board engagement 82
Board performance review 83
Board appointments, time commitments and development 85
Compliance with the UK Corporate Governance Code 86
Nomination Committee report 87
Audit Committee report 91
Directorsā Remuneration report 98
Directorsā report 118
Statement of Directorsā responsibilities 121
Our governance framework is designed to support
effective, timely, and well-informed decision-making
across the Group. It provides a clear division of roles
and responsibilities, underpinned by accurate and
timely information, enabling challenge, constructive
debate, and informed judgement to support our
strategic objectives.
The Board engaged
with its stakeholders
throughout the year
to inform its oversight
and governance
+ Read more on
pages 76 and 82
RS Group plc Annual Report and Accounts 202670
Dear shareholder
I am delighted to introduce our Governance
Report for 2025/26 on behalf of the Board and
in accordance with the 2024 UK Corporate
Governance Code (the Code). This report sets
out how the Board has applied its governance
framework and best practice to ensure effective
procedures are in place to support the creation
of long-term value for all our stakeholders.
This is our first year reporting against the
Code. We report in full, with the exception of
Provision 29, which will be fully addressed in the
2026/27 Annual Report, in line with the Code
requirements. For more information about the
Groupās preparation for Provision 29, see pages
91 and 95.
Board and Committee changes
We said goodbye to Louisa Burdett this
year as she stepped down from the Board
at the end of her nine-year tenure. I would like
to thank Louisa for the invaluable and dedicated
contribution she made to RS during her tenure.
Carole Cran succeeded Louisa as Chair of the
Audit Committee with effect from 15 July 2025.
Miles Roberts and Carole, who both joined
towards the end of 2024/25, have each had
an intensive induction and are bringing useful
insights and contributions to Board discussions.
See pages 81 and 85 for further information.
Strategy and business oversight
As detailed in the Strategic report, this was the
second year of our multi-year strategic plan.
The Board continues to monitor the progress
the Group is making against its strategic
objectives, with greater clarity on the core areas
of strength, underpinned by improved execution
and alignment.
A dedicated strategy session was held with
the Board in December 2025, where the ExCo
presented their update to the strategic plan
along with the priorities for the business and
functions. For further information about the
Boardās activities during the year, see pages 79
to 81.
Culture
In exercising its governance responsibilities, the
Board remains guided by the Groupās values,
which are shaped by our people and are at the
heart of how we work. Throughout the year,
the Board provided oversight of the Groupās
culture, drawing on both direct and indirect
feedback from employees. During the year,
the Board visited the Groupās operations in
Beauvais, France and Fort Worth, US. A number
of individual site visits also took place, including
Miles Robertsā visit to the operations in Bad
Hersfeld, Germany, and my visit with Miles to the
RS Integrated Supply business in Warrington, UK,
as part of his induction. Additionally, employee
engagement sessions took place between
our people and the employee engagement
designated Non-Executive Directors.
Collectively, these activities, combined with the
broader employee engagement survey results
and presentations from the senior management
team, help inform the Boardās understanding of
how the Groupās culture continues to develop
across the organisation. For more information
on our values and belonging, see pages 3, 10,
16 and 52.
Stakeholder engagement
We are always looking to enhance how we
engage with our stakeholders. In developing
the 2025 Directorsā Remuneration Policy
and determining the right level of reward,
the Remuneration Committee undertook an
extensive multi-phased consultation process,
engaging with our top 30 shareholders,
representing over 86% of the share register.
The feedback from this engagement was
instrumental in shaping the final 2025
Directorsā Remuneration Policy. In addition to
Executive Director engagement, the Chair of
the Remuneration Committee and I each held
meetings with shareholders during the year to
further understand their views.
During the year, a review was conducted
in respect of our employee engagement
programme with the designated Directors.
This included a review of the feedback loop to
ensure the relevant management teams are
held responsible in identifying actions arising
from feedback, and that both the Board and
participating employees are given regular
updates on progress against the agreed
actions. In addition to this, an exercise has been
conducted during the year to seek feedback
from employee participants of the engagement
sessions. Information regarding the outcome of
this feedback and further details on shareholder
and employee engagement, which took place
during the year, can be found on pages 76 and
82, respectively.
Board performance review
After two years of internal Board performance
reviews, we conducted an externally facilitated
Board performance review during the year,
in line with the Code. Clare Chalmers Limited
(Clare Chalmers) was engaged to carry out
the performance review process. This process
concluded that the Board continues to operate
very effectively and is supported by a particularly
strong overall composition. The review identified
some areas that the Board could consider to
improve its effectiveness yet more. Full details
of the performance review process, including
outcomes and progress against the previous
yearās actions, can be found on pages 83 and 84.
Corporate Governance Code
The Companyās statement of compliance with
the Code can be found on page 86.
Rona Fairhead
Chairman
19 May 2026
CHAIRMANāS
LETTER
Rona Fairhead
Chairman
Activities during 2025/26
ā Continued oversight of strategic execution
ā Evolved our corporate governance
arrangements aligned to the 2024 UK
Corporate Governance Code
ā Continued oversight of operational
performance
ā Continued progression of Executive
succession planning
ā Monitored our ESG reporting to ensure
compliance with evolving regulations
ā Continued shareholder engagement
following approval of the 2025 Directorsā
Remuneration Policy
ā Completed an externally facilitated Board
performance review
ā Conducted two overseas site visits
Priorities for 2026/27
ā Continue to strengthen our governance
and strategic oversight
ā Continued development of both Executive
and Non-Executive succession planning
ā Continue to monitor the Groupās progress
on refining and adjusting the material
controls to comply with the Code, including
ensuring that appropriate controls are
in place for the detection and prevention
of fraud
STRATEGIC REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
71
GOVERNANCE REPORT
A strong, experienced
Board, with a diverse range
of backgrounds and skills,
enhances decision-making for
the benefit of all stakeholders.
Rona Fairhead
Chairman
Committee membership
Date of appointment
November 2020
Skills, experience, and contribution
Rona brings a tremendous range of commercial
and strategic experience to the Company.
Ronaās strong understanding of UK corporate
governance and her extensive experience
in digital transformation and international
expansion provide the Board with strong
and valuable leadership to deliver long-term
sustainable value for all our stakeholders.
Previous roles have included chair of the BBC
Trust, Minister of State in the UK Department
for International Trade, non-executive director
of HSBC Holdings plc and PepsiCo, Inc., and
chair and chief executive officer of Financial
Times Group.
Current external roles
ā Non-executive director of Oracle Corporation
ā Crossbench member of the House of Lords
ā Member of the International Advisory Council
of Hong Kong Exchanges & Clearing Limited
ā Senior independent director of CVC Capital
Partners plc
ā Non-executive director of The Royal Marsden
NHS Foundation Trust
Simon Pryce
Chief Executive Officer
1
Committee membershipā
Date of appointment
September 2016
Skills, experience, and contribution
Simon is a highly experienced leader of
customer-focused, global industrial manufacturing
and service businesses. He has a strong track
record of driving results and delivering excellent
stakeholder outcomes through enhanced
performance and the effective execution
of organic and inorganic growth strategies.
Previous roles include chief executive officer
of Ultra Electronics Holdings plc, group chief
executive of BBA Aviation plc and a range of
international finance and management roles
at GKN plc, JP Morgan, and Lazards. He is also
currently a non-executive director of Smiths
Group plc.
Current external roles
ā Non-executive director of Smiths Group plc
Kate Ringrose
Chief Financial Officer
Committee membership
Date of appointment
October 2023
Skills, experience, and contribution
Kate has extensive experience of successfully
leading the finance function in a FTSE 100
company. She has a proven track record in
driving business transformation, improving
business resilience, leading operational
excellence, and accelerating strategic growth.
Kate is a chartered accountant and trained
with KPMG in South Africa. Previously, Kate
had a successful 18-year career at Centrica plc,
where she held various senior roles in energy
supply, service solutions, trading, and financial
operations. Her most recent role was group chief
financial officer.
Current external roles
ā None
1. Joined in September 2016 as NonāExecutive Director. Appointed as CEO on 3 April 2023.
BOARD OF
DIRECTORS
Members as at 19 May 2026: Nomination Committee Audit Committee Remuneration Committee Disclosure Committee Committee Chair
RS Group plc Annual Report and Accounts 202672
David Sleath, OBE
Senior Independent Director
Committee membership
Date of appointment
June 2019
Skills, experience, and contribution
David brings a wealth of experience to the
Board, including valuable insight into the
dynamics of serviceāāled business models,
having been the senior independent director
of Bunzl plc. As serving chief executive officer,
and previously chief financial officer, of SEGRO
plc, David has strong financial, real estate,
manufacturing, and distribution experience.
He also brings to the Board inādepth financial,
strategic, and governance experience, which
are essential to his role as Senior Independent
Director. David has also previously served as
president of the British Property Federation
and group finance director of Wagon plc.
Current external roles
ā Chief executive officer of SEGRO plc
Alex Baldock
Independent Non-Executive Director
Committee membership
Date of appointment
September 2021
Skills, experience, and contribution
Alex has extensive experience in digital
transformation, accelerating omni-channel
growth, and embedding customer focus,
evidenced through his successful transformation
of Currys plc. Alex was previously chief
executive officer of Shop Direct, now the Very
Group, where he led the businessās digital
transformation from a catalogue retailer to the
UKās second largest e-commerce pureplay and
through four consecutive years of record growth
in sales, profits, customer satisfaction, and
colleague engagement.
Current external roles
ā Group chief executive of Currys plc
Carole Cran
Independent Non-Executive Director
Committee membership
Date of appointment
December 2024
Skills, experience, and contribution
Carole has extensive financial experience
and a strong focus on governance and risk.
Carole is chief financial officer of Halma plc,
having previously served as independent
non-executive director. Previously, Carole held
the position of chief commercial officer and
finance officer of Forth Ports Limited until
November 2024, prior to which she held the
position of chief financial officer of Aggreko plc
until December 2017 and a number of senior
finance roles within that group. She also held
senior financial positions at BAE Systems plc.
Carole commenced her career in the audit
division of KPMG where she qualified as a
Chartered Accountant.
Current external roles
ā Chief financial officer of Halma plc
Bessie Lee
Independent Non-Executive Director
Committee membership
Date of appointment
March 2019
Skills, experience, and contribution
Bessie has extensive strategic experience
in digital marketing technology and media
knowledge, principally in Greater China. She has
in-depth experience in the world of eCommerce
and digital media. She is a frequent media
commentator, blogger, and international speaker.
Bessie has more than 30 yearsā experience in
the media communications industry in Greater
China. Her previous roles include chief executive
officer of JLL Greater China, Mindshare, GroupM,
and WPP in China.
Current external roles
ā Chief executive officer of Withinlink
ā Governor of University of the Arts London
Members as at 19 May 2026: Nomination Committee Audit Committee Remuneration Committee Disclosure Committee Committee Chair
STRATEGIC REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
73
GOVERNANCE REPORT
Board of Directors continued
Miles Roberts
Independent Non-Executive Director
Committee membership
Date of appointment
March 2025
Skills, experience, and contribution
Miles has extensive financial and operational
experience, particularly within international
manufacturing industries. Miles brings a wide
level of board experience, together with specific
experience of large, long-term capital projects,
alongside a particular focus on sustainability.
Miles was group chief executive of DS Smith
Plc from 2010 until the company was taken
over by International Paper in January 2025.
He is currently acting as an advisor to DS Smith
Limited and International Paper subsequent to
that takeover. He was previously chief executive
of McBride plc, having joined as its group finance
director and has held non-executive positions
at Aggreko plc and Poundland Group plc.
Miles became a qualified chartered accountant
after an early career in engineering.
Current external roles
ā Non-executive director of Land Securities
Group PLC
ā Advisor to DS Smith Limited and
International Paper
Joan Wainwright
Independent Non-Executive Director
Committee membership
Date of appointment
November 2019
Skills, experience, and contribution
Joan has extensive experience in distribution,
transforming digital platforms to generate
revenue growth and leading customer
experience programmes that drive measurable
improvements. Her extensive knowledge of
customer experience aligns with the Companyās
vision and she provides a strong insight into
the customer dynamic in the US. Joanās previous
roles include president, channel and customer
experience at TE Connectivity Ltd, vice president,
public affairs at Merck & Co, and deputy
commissioner of communications at the US
Social Security Administration.
Current external roles
ā Director of NJM Insurance Group
ā Member of the global advisory council
of ServiceNow
Clare Underwood
Chief of Corporate Services
and Company Secretary
Date of appointment
March 2022
Skills, experience, and contribution
Clare brings a wealth of FTSE 100 governance
experience to support the Board in effective
governance. The skills and knowledge from her
previous roles at John Laing Group plc and Cable
and Wireless Communications plc enable her
to provide firstāclass company secretarial advice
and support. Clare is a member of the ExCo and
leads the Corporate Services team, one of our
enabling functions which serves the Group as
centres of excellence in shared business services,
indirect procurement, ESG, health and safety,
legal, governance, and compliance. Clare is also
executive sponsor for our gender ERG, Elevate.
Members as at 19 May 2026: Nomination Committee Audit Committee Remuneration Committee Disclosure Committee Committee Chair
Other Directors who served during
the year
Louisa Burdett stepped down
from the Board on 31 January 2026.
RS Group plc Annual Report and Accounts 2026
74
Digital
Emerging Markets
M&A
Service Industry
ESG
Finance
Strategy
Technology
International Operations
Supply Chain
Distribution
Customers
67%
44%
67%
78%
78%
67%
89%
56%
100%
56%
56%
67%
GOVERNANCE
AT A GLANCE
Gender
Independence
Ethnicity
Board tenure
Years
Nationality
Age of Directors
Years
A Female 5
B Male 4
A Non-ethnic 8
minority
B Ethnic minority 1
A British 6
B Chinese 1
C American 1
D British and 1
South African
A 45-54 1
B 55-64 8
A 0ā3 years 3
B 3ā6 years 2
C 6+ years 4
A Independent 5
B Executive 2
C Independent 1
Non-Executive
Chairman
D Senior 1
Independent
Director
B
B
B
B
C
C
C
D
D
A
A
B
A
A
A
B
A
BOARD AND COMMITTEE MEETING ATTENDANCE
Director Board Nomination Audit Remuneration
Rona Fairhead 7/7 2/2 ā ā
Simon Pryce 7/7 ā ā ā
Kate Ringrose 7/7 ā ā ā
Alex Baldock
1
7/7 ā 3/4 5/5
Louisa Burdett
2
6/6 1/1 4/4 4/4
Carole Cran 7/7 ā 4/4 ā
Bessie Lee 7/7 2/2 ā ā
Miles Roberts
3
6/7 2/2 3/4 5/5
David Sleath 7/7 2/2 4/4 5/5
Joan Wainwright 7/7 2/2 ā 5/5
1. Alex Baldock was unable to attend one Audit Committee meeting due to a prior engagement.
2. Louisa Burdett stepped down from the Board with effect from 31 January 2026.
3. Miles Roberts was unable to attend one Board and Audit Committee meeting due to a prior engagement.
BOARD COMPOSITION
As at 31 March 2026
SKILLS, EXPERIENCE, AND KNOWLEDGE OF OUR BOARD
Summary of the skills, experience, and knowledge held
by our Directors.
The FTSE Women
Leaders Review 2026
2
ND
Joint second in the FTSE 250
STRATEGIC REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
75
GOVERNANCE REPORT
CASE STUDY
Our governance framework underpins and
supports robust governance across the Group,
aimed at ensuring effective decisionāmaking and
clear division of responsibilities.
The Boardās principal responsibility is to
promote and assess the long-term sustainable
success of the Group as a whole, generating
value for shareholders and contributing to
the wider society. The Board is accountable
to stakeholders for the Groupās financial and
operational performance and is responsible
for taking material strategic decisions and
providing oversight across the Group. The Board
aims to lead with integrity and in a sustainable,
commercial manner to ensure value is created
for all the Groupās stakeholders. The Board also
provides guidance and challenge to Executive
Directors and senior leaders within a robust
governance framework to ensure that this
leadership is delivered effectively.
The Board is responsible for ensuring that
the strategic objectives are supported and
adequately resourced to help drive the
long-term success of the Group, realisation
of its strategy, and to monitor the effective
deployment of those resources. The Groupās
risk management framework supports the
strategic actions of the Group, with controls to
help mitigate identified risks. The Board regularly
reviews the internal controls and overall risk
management framework, with support from
the Audit Committee. Full details of the risk
management framework can be found on pages
33 and 34.
The Board is supported by its Committees,
which make decisions and recommendations
on matters delegated to them by the Board.
This enables the Board to spend time on key
strategic matters. Each Committee comprises
Non-Executive Directors only and has an
experienced Chair. Regular updates are provided
to the Board by the Committee Chairs as well
as by the Chairman of the Board, the Chief
Executive Officer (CEO), and Chief Financial
Officer (CFO). Each Committee of the Board has
provided reports on how they have discharged
their responsibilities and details of their activities
during the year, which can be found on pages 87
to 117.
The key topics the Board has focused on this
year, as well as those it plans to assess for the
coming year, are set out on page 71.
In addition to the Committees of the Board,
the ExCo is responsible for making effective
decisions that keep the Group focused on the
right priorities, accelerate realisation of our
strategy, drive improvements to operational
performance, and ensure we develop and
maintain a diverse, supportive and inclusive
culture where our people are empowered within
a clear framework. The ExCo supports the CEO
in exercising his authority in relation to material
matters having strategic, cross-business or
Group-wide implications and oversight of the
day-to-day management of the Companyās
business. The members of the ExCo are the
CEO, CFO, the Presidents for EMEA, Americas,
and Asia Pacific, Chief of Product and Supply
Chain, Chief Customer Experience Officer, Chief
of Corporate Services and Company Secretary,
Chief People Officer (CPO) and Chief Information
Officer. The ExCo has representation from each
of the regions, both accelerating and enabling
functions and brings the voice of our people,
customers, suppliers, solutions and technology
to the decision-making process.
ENGAGING WITH
SHAREHOLDERS
At the Companyās 2025 Annual General
Meeting (AGM), the Board welcomed the
overwhelming support of the Companyās
shareholders for the majority of the
resolutions but noted the outcome on the
Directorsā Remuneration Policy (the 2025
Remuneration Policy) (65.63%) and the
Restricted Share Incentive Plan 2025 (67.43%).
In developing the 2025 Remuneration Policy
and determining the right level of reward,
the Remuneration Committee undertook an
extensive multi-phased consultation process
engaging with our top 30 shareholders,
representing over 86% of the share register,
broadening the coverage from previous
policy consultations. The feedback from this
engagement was instrumental in shaping
the final 2025 Remuneration Policy. Overall,
shareholders were supportive of our approach
and through the engagement exercise, the
Remuneration Committee gained a clear
understanding of the reasons why some
shareholders were unable to support the 2025
Remuneration Policy. Feedback was primarily
focused on the approach to transitioning to
the hybrid Long-Term Incentive Plan structure
and the award size for the CEO in 2025/26.
Since the 2025 AGM, we re-engaged with our
largest 30 shareholders to provide a further
opportunity for their input.
We would like to thank shareholders that took
part in the engagement process and value the
feedback provided. We remain committed to
ongoing dialogue with shareholders, other
stakeholders, and proxy voting agencies and
we will continue to engage on remuneration
and other matters.
OUR GOVERNANCE
FRAMEWORK
RS Group plc Annual Report and Accounts 202676
Our Strategic report on pages 1 to 69
demonstrates how the business considers and
engages with the Groupās key stakeholders:
our people, customers, suppliers, communities,
and shareholders. The following pages of the
Governance report set out how the Board works
and the areas of focus for the Board during the
year, how these relate to our strategic aims and,
where appropriate, how our stakeholders have
been considered.
The Board delegates the day-to-day operational
decisionāmaking of the business to the CEOāÆand
CFO with support from the ExCo and their teams.
The Board recognises, however, that doing so
does not absolve it of its accountabilities to the
Groupās stakeholders and the need to reinforce
and support the ExCoās decisions by setting the
tone from the top. The Board must consider
the needs of, and impacts of its decisions on, all
stakeholders as well as the consequences of its
decisions in the long term. The Board recognises
that, when making decisions, it will sometimes
have to consider the competing interests of
stakeholders and that it may not always be
possible to deliver an outcome that is welcomed
by all stakeholders. In these situations, the Board
is guided by the need to consider the long-term
sustainable value to the business.
As part of our ESG governance, the Board
has close oversight of our ESG action plan
and is provided with frequent updates on
its performance. For further details on ESG
governance, see pages 58 to 61.
NOMINATION
COMMITTEE
Chair: Rona Fairhead
In order to facilitate an effective working relationship between the Board and ExCo,
the Board receives regular updates and detailed reviews from the ExCo throughout the year.
THE BOARD
Chairman: Rona Fairhead
The Board is responsible for the oversight of the purpose, vision, strategy, and values for the Group, ensuring the culture
is aligned, and promoting the longāterm sustainable success of the Company for the benefit of all our stakeholders.
The Board discharges some of its responsibilities directly or has delegated authority to its Committees.
EXECUTIVE COMMITTEE (EXCO)
Chair: Simon Pryce
Assists the CEO in exercising his authority in relation to all matters affecting the Group operations,
performance, and strategy, with input from regional, accelerating, and enabling functions.
AUDIT
COMMITTEE
Chair: Carole Cran
REMUNERATION
COMMITTEE
Chair: Joan Wainwright
ā Monitors integrity of
financial statements
and announcements
ā Reviews the Groupās internal
financial controls and
internal control and risk
management systems
ā Monitors the internal
audit function
ā Manages the
external Auditors
ā Agrees the Remuneration
Policy for Executive Directors
and remuneration structure
for the ExCo
ā Oversees ExCo and Group
workforce remuneration
ā Approves the design
and targets for
senior management
incentive plans
ā Reviews the structure, skills,
knowledge, experience, and
diversity of the Board
ā Identifies and nominates,
for approval by the
Board, candidates to fill
Director positions
ā Leads succession planning
for Non-Executive and
Executive Directors and
has oversight of succession
planning for the ExCo
+ See pages 87 to 90
for further details
+ See pages 91 to 97
for further details
+ See pages 98 to 117
for further details
DISCLOSURE
COMMITTEE
Chair: Simon Pryce
ā Reviews procedures,
systems, and controls for
identification and treatment
of inside information
ā Reviews regulatory
announcements,
shareholder circulars and
prospectuses, before release
ā Considers materiality
of variances between
performance and forecasts
STRATEGIC REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
77
GOVERNANCE REPORT
Division of responsibilities
There is a clear division of responsibilities between the leadership of the Board and the executive leadership of the Group. The responsibilities of the
Chairman, CEO, CFO, Senior Independent Director, Board, and Committees are agreed by the Board. See pages 76 and 77 for the overall governance
framework and below for a summary of the division of responsibilities. Full details can be found at rsgroup.com.
Position Responsibilities
Chairman
Rona Fairhead ā Leading the Board and ensuring its oversight of strategy, performance, value creation, culture, stakeholders
and accountability
ā Promoting open, trusting, challenging discussions and debate, and constructive relations between Executive and
Non-Executive Directors
ā Leading the Board succession planning and seeking to ensure effective communication with shareholders
Executive Directors
Simon Pryce (CEO) ā Managing and leading the Group on a dayātoāday basis, making decisions on matters affecting the operation and
performance of the Groupās business
ā Designing, developing, and implementing the strategic plans
ā Ensuring robust management succession plans are in place
ā Engaging effectively with all stakeholders
Kate Ringrose (CFO) ā Managing financial matters and implementing and monitoring financial controls
ā Developing the Groupās financial policies and strategies
ā Ensuring a commercial focus across the business activities and appropriateness of risk management
Senior Independent Director
David Sleath ā Acting as a sounding board to both the Chairman and the CEO
ā Acting as a conduit for the views of other Non-Executive Directors and conducting the Chairmanās annual
performance appraisal
ā Being available to shareholders to help resolve concerns
Non-Executive Directors
Alex Baldock
Carole Cran
Bessie Lee
Miles Roberts
Joan Wainwright
ā Overseeing and constructively challenging executive management regarding the performance of management against
agreed performance objectives, and helping to review and monitor the Groupās strategy
ā Satisfying themselves on the integrity of financial information and reviewing the Groupās risk exposure and controls
Company Secretary
Clare Underwood ā Supporting and advising the Board on matters relating to governance, ensuring good information flows and providing
practical support to the Directors
ā Organising Directorsā induction and training
Meetings during the year
The Board held a total of seven meetings during
2025/26, all of which were in person. Details of
attendance is provided in the table on page 75.
There may be instances during the year where a
Director is unable to attend a meeting. If this is
the case, they are provided with all the meeting
information and have the opportunity to discuss
their feedback with the Chairman or Company
Secretary to ensure their contributions are raised
at the meeting.
During the year, the Chairman held a number
of meetings with the Non-Executive Directors
without the Executive Directors being
present. The Non-Executive Directors also
met without the Chairman to discuss the
Chairmanās performance.
The Chairman and the Committee Chairs
ensure Board and Committee meetings are
structured to facilitate open discussion, debate,
and challenge. As part of the annual Board
performance review process, the functioning
of the Board and each of its Committees are
reviewed and considered by the Board as a
whole. The findings of the review are used to
establish an ongoing programme of actions to
improve effectiveness of both the Board and the
Committees. Further information on this can be
found on pages 83 and 84.
Matters reserved for the Board
All matters that have a material impact upon
the Group are reserved for the Board and are
formally set out in a schedule which can be
found on our website at:
rsgroup.com/investors/governance/
governance-framework
Our governance framework continued
RS Group plc Annual Report and Accounts 202678
BOARD ACTIVITIES
DURING THE YEAR
The Board is responsible for the overall leadership of the Group. Throughout
2025/26, Board activities and discussions continued to focus on the Companyās
strategic priorities.
The following pages outline some of the key Board activities, topics reviewed,
monitored, considered, and discussed by the Board, and where applicable, highlight
key decisions that have been taken in order to achieve the Groupās objectives.
Details are also provided in respect of how the outcomes of these decisions have
been considered in relation to the strategy and objectives.
Ahead of each financial year, the Board and its Committees review a forward calendar
of events and agenda items. This supports an assessment of key activities, decision
points, and milestones anticipated as part of strategic execution. Within
the governance framework, key strategic matters are identified and scheduled for
in-depth review at appropriate points throughout the period.
The Chairman, with assistance from the CEO, CFO and Company Secretary, agrees
the agenda for each Board meeting. This process ensures that sufficient time is being
set aside for strategic discussions and business critical items, while including regular
standing items, such as reports on trading and financial performance and routine
reporting or compliance requirements.
OUTCOMES
On the following pages, we have highlighted some of the
key outcomes from Board discussions during the year.
Regular updates
The Board and its Committees received regular
updates on various aspects of the business.
A typical Board meeting will comprise the
following elements:
ā Strategic deep dives: provided by each of
the regional teams, and accelerating and
enabling functions. These provide insight
into risks and opportunities, impacts on
stakeholders, and progress against the
strategic plan to provide key discussion
points for the Board. Details of key topics
considered during the year can be found in
our Section 172 Statement on page 69 and
on the following pages
ā Committee updates: the Chairs of the Board
Committees provide a verbal update to the
Board regarding the proceedings of those
meetings, including the key discussion
points and particular matters to bring to the
Boardās attention
ā Executive reports: the CEO and CFO provide
an overview of operational and financial
performance since the last meeting
and summarise the key challenges and
opportunities for the Boardās attention
ā Regular written updates: provide information
on our acquisition pipeline, health and safety
(H&S) performance, and investor relations
ā Stakeholder engagement feedback: provides
updates on any employee engagement
sessions or surveys and shareholder
engagement activities
ā Legal and governance updates: regular
updates are received on the Speak Up
service, fraud, data protection, cyber
security, and approval of the Modern
Slavery Statement, along with any
regulatory changes
ESG
The Board received regular updates on
progress against the Groupās ESG strategy
and performance.
Building rapport
On the evening before most scheduled Board
meetings, all the Non-Executive Directors
meet either by themselves, or together with
the entire Board and Company Secretary,
or with members of the ExCo. This time is
important for the Board members to further
build a rapport with each other and enhance
Board effectiveness, share external views, and
consider issues impacting the Company in a
more informal environment, resulting in better
Board dynamics and decision-making.
Employee engagement
Two site visits were conducted during the year,
to Beauvais, France and Fort Worth, US.
To take advantage of these visits, Bessie Lee
and Joan Wainwright (as our designated
Directors for employee engagement) met with
representatives from the Beauvais, France team
in September 2025. They also met virtually with
employees in Fort Worth, US in July 2025 and
employees from the Risoul, Mexico business in
March 2026.
In addition to this, the Non-Executive Directors
met with around 30 employee representatives
from Fort Worth, US in March 2026.
See page 82 for further details regarding our
employee engagement programme and the
key themes identified.
STRATEGIC REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
79
GOVERNANCE REPORT
MAY 2025
Strategic deep dive
ā The People team provided an update on the
progress against the People Plan to ensure
the Group has the right capability, capacity,
and leadership to deliver the strategy
through strategic workforce planning,
strengthened leadership and management
capability, support for operational
excellence, and embedded, consistent
change management
Approvals
ā Year-end results and reporting included
consideration of viability and going concern
ā Re-appointment of external Auditors,
subject to shareholder approval in July
ā 2024/25 end of year ESG performance
and reporting
ā The TCFD statement contained within the
Annual Report and Accounts
ā Evaluation of all provisions of the 2018
UK Corporate Governance Code, to
review compliance for the year ended
31 March 2025
ā The revised Modern Slavery Statement
APPROVAL OUTCOMES
ā Payment of final dividend, subject
to shareholder approval in July.
In making the Boardās decision to
continue with the progressive dividend
policy, multiple stakeholders were
considered, including our people,
customer and supplier propositions,
acquisitions, and our shareholder base,
along with the wider geopolitical and
economic environment
ā The 2025/26 budget, ensuring
investment aligns with the Groupās
strategic aims
JULY 2025
Strategic deep dive
ā The Customer Experience team provided an
overview of progress against the customer
experience strategy, an update on strategic
customer experience investments, and a
forward look at plans for the coming years
ā The Process and Operational Excellence
team delivered a deep dive on the
programme, outlining its strategic rationale,
key challenges, objectives and outcomes,
and the planned roadmap and approach
to delivery
Events
ā The AGM was held. Shareholders had
the opportunity to attend, vote, and raise
questions directly to the Board
ā Bessie and Joan held a virtual employee
engagement session with the Americas
team. The feedback from this was discussed
and shared with senior management and
the Board
Approvals
ā The revised Fraud Policy, following
annual review
ā The revised Delegation of Authorities,
following an annual review
SEPTEMBER 2025
Strategic deep dive
ā The Information Services & Technology
team provided an update on progress
in its transformation journey, including
delivery to date, key learnings from
implementations undertaken during the
year to support operational efficiency, the
continued maturation of the operating
model, key risks, including cyber risks,
and the evolving AI landscape
ā The EMEA team provided an update
on the EMEA strategy and performance,
including the market opportunity,
competitive landscape and key trends,
an overview of the external economic
context and implications for current
performance, the updated EMEA strategy,
progress against key priorities, and a
forward look at next steps
Events
ā The Board visited the Groupās Distribution
Centre (DC) and office in Beauvais, France
ā Bessie and Joan held an employee
engagement session with representatives
from the Beauvais, France DC and office,
the outcome of which was shared with the
Board at the November meeting
NOVEMBER 2025
Strategic deep dive
ā The Product and Supply Chain team provided
the Board with an overview of progress
against the strategy, key learnings and
proposed next steps across each strategic
action, and the associated key initiatives
ā The Environment, Health, Safety and
Security (EHSS) team provided the Board
with an overview of the strategic evolution
of the function, including its current status,
global priorities and actions, and the
governance and organisational structure to
support delivery
Approvals
ā The half-year results included consideration
of going concern status of the Group
ā Payment of an interim dividend, which was
paid to shareholders in January 2026
Governance
ā The Board considered and endorsed
the Groupās approach to the employee
engagement programme, in line with the
requirements of the Code, and conducted
a review of the structure and feedback loop
for employee engagement to enhance the
experience for all involved
ā Reviewed the principal and executive risks of
the Group and considered the half-year risk
statement. Further information regarding
the Groupās principal and emerging risks
can be found on pages 34 to 38
GOVERNANCE OUTCOMES
ā Received constructive feedback
from shareholders on the 2025
Remuneration Policy, which informed
and shaped the final policy and
supported an ongoing commitment
to engage with them
Key activities during the year
RS Group plc Annual Report and Accounts 202680
DECEMBER 2025
Strategic deep dive
ā The annual Group strategy session was
held. The Board received an overview of
refinements to the Group strategy as the
Group enters year three of its fiveāyear
strategic planning and execution cycle,
including progress to date, key learnings
since January 2025, and the proposed next
steps for further strategic analysis
ā The Asia Pacific team provided an update
regarding the Asia Pacific regional strategy
and progress against key priorities, business
performance of the region, including the
market opportunity, competition and trends,
an overview of the external economic
context, and implications for performance
Governance
ā Review of actions against the
recommendations arising from the prior
yearās Board performance review
ā The Board received an update on ESG
performance against our 2030 ESG action
plan, 2025/26 ESG performance update,
and planned updates to strengthen the
sustainability and social impact programme
Events
ā As part of Miles Robertsā induction
programme, he visited the Beauvais, France
office and DC in December 2025. Miles met
with the local management team and was
provided with a tour of the DC and an
overview of operations and strategic plans
STRATEGIC DEEP DIVE OUTCOMES
ā Each of the three business regions
and accelerator functions presented
their strategic updates, these enabled
the Board to consider the strategies
and action plans designed to create
long-term sustainable value for all
our stakeholders
JANUARY & FEBRUARY 2026
Strategic deep dive
ā The Board took part in a deep dive into
Artificial Intelligence (AI). The objective of the
session was to provide an overview of the
current AI environment globally and in the
distribution sector, provide practical insights
and demonstrations, and an overview of
the Groupās position on AI and plans for
learning, using, and governing AI. See page
85 for further details
Approvals
ā The revised Share Dealing Code
ā The revised Audit Committee Terms of
Reference, reflecting the changes to
the Code
Events
ā As part of Miles Robertsā ongoing
induction programme, he visited the
Groupās DC in Bad Hersfeld, Germany
to gain a firstāhand understanding of the
operations and strategy and to meet the
local management team
MARCH 2026
Strategic deep dive
ā The Americas team, including the Risoul
business, provided an update on strategy
and performance, highlights of key market
developments, performance insights,
and demonstrated progress in executing
the strategy
ā An Executive succession planning update
was provided, which detailed the continuous
improvements to enhance quality and
transparency of the development and
succession process
Approvals
ā The 2026/27 annual budget
ā The Groupās principal risks as at March 2026
and the Group risk appetite statement,
including details of the principal risks
ā The tax strategy. The key tax-related
governance controls were also presented to
the Board
Events
ā The Board visited the Fort Worth, US, offices
and DC, meeting with the local management
team and touring the DC. An engagement
session was held with the Non-Executive
Directors and 30 representatives from the Fort
Worth business. The employees were split into
teams of around five, and met with each of
the Non-Executives present, giving employees
the opportunity to ask questions about the
Directorsā careers, experience, role at RS, and
operational oversight
ā Bessie and Joan held a virtual employee
engagement session with representatives
from the Risoul business to gain insight
into their business and opportunities
for improvement
ā Miles and Rona visited the RS Integrated
Supply team in Warrington, UK, for an in-depth
overview into the business operations
Governance
ā The Nomination Committee considered the
findings of the external Board performance
review process and discussed the key
recommendations arising from it. See pages
83 and 84 for full details
ā The Non-Executive Director and Chairman fees
for 2026/27 were considered and approved
APPROVAL OUTCOMES
ā The Board undertook a robust
assessment of the Groupās principal
and emerging risks and have assessed
them against the Groupās risk appetite
ā The revised Nomination Committee
Terms of Reference
ā The revised Remuneration Committee
Terms of Reference
STRATEGIC REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
81
GOVERNANCE REPORT
EMBEDDING OUR CULTURE
THROUGH BOARD ENGAGEMENT
Board employee
engagement approach
The Board undertook a comprehensive
review of its approach to workforce
engagement. Following the review, the
Board agreed that the current approach
of appointing two designated employee
engagement Directors provides valuable
and insightful perspectives on the
culture of the business from employeesā
viewpoints, and that this approach should
therefore continue.
To maximise outcomes from feedback
gathered through workforce engagement
sessions, a programme of regular meetings
with the CPO has been implemented,
together with structured updates from
local business areas following engagement
sessions and enhanced feedback to
employees on actions taken.
In addition to this, the two designated
Board Engagement Directors, Bessie Lee
and Joan Wainwright, sought feedback
from employees on the engagement
sessions held between July and October
2025. The purpose of this was to ensure the
sessions were of value to both the Board
and employees.
3
employee engagement
sessions held during the year
5
site visits conducted
by Directors
TOP 30
shareholders
engaged post AGM
Employees
Invited to provide their thoughts
and feedback to the Board either
directly through engagement
sessions or via the employee
surveys. Employees are also
encouraged to raise any concerns
through the Speak Up process.
Chief People Officer
and local business areas
Identify actions arising from
feedback and provide updates to
both the Board and employees.
THE BOARD
Employee engagement
representatives
Engage regularly with employees.
Feedback is given to the Board.
Board engagement highlights
CASE STUDY
ENGAGING WITH EMPLOYEES
AT BEAUVAIS
In September 2025, as part of the Board
visit to Beauvais, France, Bessie Lee and Joan
Wainwright met with the RS team. The visit
provided a comprehensive overview of the
business and comprised of:
ā A briefing from the management team on
changes that had been made following
Joanās previous visit in 2022
ā A focus group with 12 employees as
representatives from the office and DC, met
in a group setting with the assistance of a
translator to enable a productive discussion
Discussions during this session included
whatās working well, what can be improved,
what one key change the team would like to
see, and what is the hope for RS in the future.
The discussion was followed by a
question-and-answer session between the
employees and Bessie and Joan.
The visit concluded with a debrief with
members of the local management team to
discuss key feedback and actions. The general
feedback from the focus group showed that
the team are incredibly proud of what they
have achieved as a business and are enthused
by the future prospects, despite the current
difficult trading environment.
A detailed summary of the visit was also
provided to the Board and shared with the
EMEA leadership team.
Key themes and observations from the
employee engagement sessions conducted
during the year were around working
conditions, resources, IT infrastructure,
strategic prioritisation, and clarity of
communications and processes.
RS Group plc Annual Report and Accounts 202682
Key outcomes from the 2025/26 performance review are as follows:
Key considerations Actions agreed
Board composition and succession planning
ā Continue to focus on the key skills and
experience that will be required on the Board
in the coming years
ā Continue to oversee the strengthening
of Executive and Senior Management
succession planning and development
ā Conduct a review of the Boardās skills matrix
to support review of any training needs for
existing Directors and assist with any future
Board recruitment
Board meeting dynamics and logistics
ā Continue to build boardroom dynamics, with
a collegiate atmosphere that encourages
constructive challenge
ā Maximise Board effectiveness through
on-going review of Board meeting schedule
and agenda items
ā Explore ways of further refining Board
papers, with commentary and feedback
on the content of papers, reducing paper
volume where possible
ā While progress had been made in respect
of the quality and length of Board papers,
further streamlining of presentations and
enhanced focus on key points was required
to support effective discussion during
Board meetings
ā Cadence and timings of meetings to
be reviewed
ā Feedback to be sought to further refine
improvements to meeting papers
Horizon scanning and stakeholder input
ā Explore methods of enhancing horizon
scanning with the support of a third
party to discuss aspects such as
macroeconomic environment
ā Explore ways of bring more of the voice of
the customer and supplier to the Board
ā Invite a third-party expert to provide an
overview in an informal setting, such as a
Board dinner
ā In addition to the deep dive strategic reviews
provided by the Chief Customer Experience
Officer, who would bring the voice of
customers to the Board, a presentation from
selected suppliers would also be considered
BOARD PERFORMANCE REVIEW
Board performance reviews provide valuable insight and independent objectivity to the Board and
its Committees, supporting the continuous enhancement of Board leadership, effectiveness and
strategic focus. Through a considered evaluation of each Directorās role and responsibilities within
the context of the overall Board dynamic, the review process promotes constructive challenge,
collaborative decision-making, and greater strategic clarity.
Board performance review cycle
The Board undertakes an annual review of its performance and effectiveness. During 2025/26, an
externally facilitated Board performance review was conducted in accordance with the provisions of
the Code. Clare Chalmers was appointed to lead the review, having previously facilitated the Boardās
external performance review in 2022, thereby providing continuity and enabling an assessment of
progress over the three-year period. The scope of the review encompassed the performance and
effectiveness of the Board and its Committees, as well as the Chairman, the Senior Independent
Director, and the Company Secretary. The review process is set out below.
The performance review demonstrated that the Group benefits from a strong, high calibre Board that
operates very effectively. The review identified positive progress since the 2022 performance review,
including a strengthened organisational culture under the CEOās leadership, and improvements
in the quality and structure of information provided to the Board, supporting more effective and
higherāquality discussions and decisionāmaking. Areas to further strengthen the Boardās effectiveness
can be found to the right.
Appointed Clare
Chalmers to provide
continuity and
assessment of
progress since
the 2022 review
Scope, approach,
structure, and
objectives set
Review of Board and
Committee meeting
documents completed
STAGE 1 STAGE 2 STAGE 3
Individual
interviews conducted
A focused but
descriptive written
report was provided
to the Chairman
Chairman met
with each Director
on a one-to-one basis
The report was
presented to
the whole Board
for discussion
STAGE 5 STAGE 6 STAGE 7 STAGE 8
Clare Chalmers
observed Board and
Committee meetings
STAGE 4
OUR EIGHT-STAGE EXTERNALLY FACILITATED BOARD PERFORMANCE REVIEW PROCESS
There is no other connection between Clare Chalmers and either RS or the individual Directors.
STRATEGIC REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
83
GOVERNANCE REPORT
Progress against the 2024/25 performance review
A summary of the Boardās progress against the actions from the 2024/25 performance review is set out below.
Key recommendations Actions agreed Progress against actions
Strategic discussions
ā More time was requested to allow in-depth
discussions regarding strategy along with
further details around developing areas, such
as AI and technology
ā Strategic papers will continue to focus on performance against
competitors, key risks, and opportunities, KPIs and objectives and
sufficient time to be allocated for discussion
ā Further deep dives on AI, technology, and digital developments to be
implemented, including longerāterm horizon scanning
ā Good progress was made on the format of strategic papers. During the
year, one-page executive summaries were introduced for all strategic
papers to help the Board navigate the pre-read and discussion points
ā The Board received deep dives on AI, technology, and digital advances
during the year. See pages 81 and 85 for further detail
Board meetings
ā In addition to regular Board meetings, market
visits were seen as a vital element of the
Boardās activities and would be built into the
Boardās annual calendar
ā It was agreed that market visits should form a key part of the annual
meeting cycle as they provide valuable insight into the business. It was
noted that the next site visit would take place in September 2025, with a
further site visit planned for 2026. Annual site visits would be built into
future annual calendars
ā The Board visited both the Beauvais, France, and Fort Worth, US
business operations during the year. Each of these provided valuable
and firstāhand insight into these business operations
ā As part of his induction, Miles Roberts visited Beauvais, France and Bad
Hersfeld, Germany. Alongside Rona, he also visited the UK operations of
RS Integrated Supply
Training and development
ā Further deep dives on AI, technology,
and digital advances would be beneficial,
especially in respect of how we compare to
the competition
ā Focus on horizon scanning over the next three
to five years
ā In addition to the deep dives (above), further training would be
investigated in respect of digital, machine learning, geopolitical tension,
and global portfolio management
ā The Board received deep dives on AI, technology, and digital advances
during the year
ā The Board received regular updates from across the business which
included considerations of the geopolitical environment
Succession planning
ā Executive Director and ExCo succession
planning was identified as an area of key focus
for the Nomination Committee for 2025/26
ā Regular succession planning updates have been built into the
Nomination Committee forward agenda for 2025/26 to maintain focus
on this topic
ā The Nomination Committee continued its focus on succession planning
during the year. See pages 87 and 88 for further detail
ā Key appointments were made during the year, which further
strengthened the ExCo
Board performance review continued
RS Group plc Annual Report and Accounts 202684
CASE STUDY
The induction programme is tailored to
the individual Director, based on their skills,
experience, and needs.
New Directors are provided with an induction
pack that includes key corporate documents
and information relating to the Group, such as
the latest Annual Report and Accounts, strategy
papers, the fiveāyear plan, M&A pipeline, the
internal audit plan, and governance documents,
such as the Articles of Association, Terms of
Reference of the Committees, and a Directorsā
responsibilities briefing.
Carole and Milesā induction programmes
continued during the year. In addition to the
Board visits to Beauvais, France and Fort Worth,
US, Miles also visited Bad Hersfeld, Germany
and our RS Integrated Supply business in
Warrington, UK.
Appointments and time commitments
The Chairman, Senior Independent Director,
and other Non-Executive Directors each have
letters of appointment with RS Group plc and
neither serve, nor are employed in any capacity,
by the Group.
Non-Executive Directors are generally appointed
for threeāyear fixed terms; however, in line with
what is considered good governance practice,
all Directors are proposed for annual re-election
(or election if newly appointed) by shareholders
at the AGM, where letters of appointment
for each Non-Executive Director are available
for inspection. Each Non-Executive Director
is subject to a review at the anniversary of
each three-year term to ensure they are still
independent and have sufficient time to dedicate
to the role and evaluate their contribution to
the Board.
As illustrated on page 75, the Board has a
diverse and appropriate range of skills and
experience and works effectively in its role.
The expectation regarding time commitment
for Board members to discharge their duties
effectively is set out in the Directorsā letters of
appointment. The external commitments of
our Directors are kept under review to ensure
they have the time to contribute effectively to
the activities of the Board and its Committees
throughout the year. Any additional external
appointment taken on by a Director must be
approved by the Chairman prior to appointment,
to ensure that the Directorās ability to meet
the required time commitments to the Group
is maintained.
The Board, following the annual performance
review process, also considers whether each
Director performs effectively and demonstrates
their commitment to the role. The Board
recommends that all Directors be re-elected at
this yearās AGM.
As recommended by the Code, the Executive
Directors who held roles during the year
did not hold more than one non-executive
directorship in a FTSE 100 company or any other
significant appointments.
Training and induction
As part of the Boardās continuous development,
the Directors receive regular updates from
the Company Secretary as well as a schedule
of externally available briefings and training
sessions. External training includes facilitated
events, forum discussions, and seminars related
to the listed company environment, many of
which were offered virtually. To strengthen its
understanding of the business and support
effective decisionāmaking, the Board undertook
in-depth reviews of each accelerating function
during the year: Customer Experience and
Product and Supply Chain, with each of the
three regions providing deep dives into their
regionās culture, business performance, and
market trends.
The Board also received deep dive insight from
our enabling functions: Information Services
& Technology, People, Finance, and Corporate
Services, including H&S. These sessions
served as an opportunity for the Board to gain
further insight into our operating model and
management capability. The Board also received
an externally facilitated deep dive into AI, which
was highlighted as an area of importance during
the 2024/25 Board performance review, further
details can be found below.
The Company Secretary is available to all
Directors whenever needed and ensures that
both Directors and Committees have access to
independent professional advice (at the Groupās
expense) if they deem it necessary to carry out
their role effectively.
Following the appointment of any new Director,
the Chairman and Company Secretary ensure
that a customised induction to the Company and
the role of the Board is made available.
Board appointments, time commitments and development
EMBRACING TECHNOLOGICAL
DEVELOPMENTS AND AI
In response to the recommendations from
the 2024/25 Board performance review and
recognising the requirement to strengthen
Board capability and oversight in relation to AI,
a dedicated training session was delivered to
the Board during the year.
The Board recognises the importance of
embracing AI, and the session in January 2026
helped to build a shared understanding of
recent developments, their implications for the
Group, and to advise on the Groupās AI strategy.
The insightful session was led by a combination
of internal leaders and external experts and
covered the current state of AI adoption across
the business, the evolving external AI landscape,
and how AI is already being embedded into our
processes, platforms, and products.
The session enabled the Board to build its
understanding and provoked constructive
discussion around the Groupās AI plans,
including how opportunities are identified
and prioritised, how AI is governed and
deployed responsibly, and how we are
building the skills, capabilities, and operating
foundations required.
Particular focus was given to the opportunities
for the Group, while managing risks relating to
data, security, ethics, and regulatory compliance.
STRATEGIC REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
85
GOVERNANCE REPORT
Compliance with the UK Corporate Governance Code
The UK Corporate Governance Code 2024
(the Code) applied to the financial year ended
31 March 2026, with the exception of the
new Provision 29, which will apply to the
Groupās 2026/27 Annual Report and Accounts.
Existing Provision 29 of the UK Corporate
Governance Code 2018 applied to the 2025/26
Annual Report and Accounts. The Group will
report against the updated Provision 29 of
the Code in the 2026/27 Annual Report and
Accounts. For more information about the
Groupās preparation for the updated Provision
29, see pages 91 and 95.
The Company confirms that it applied
the Principles and has complied with the
Provisions of the Code during 2025/26.
The Code is publicly available at
www.frc.org.uk
Application of the Code
The Directorsā report is set out in a way that
helps shareholders and investors to evaluate
how the Company has applied the Principles
and complied with the Provisions of the Code
during the year. The table to the right signposts
the most relevant parts of the Annual Report
and Accounts, in particular where supporting
information is not in the Directorsā report.
COMPLIANCE STATEMENT
FOR 2025/26
Principles of the Code Pages
1. Board leadership and Company purpose
Chairmanās introduction 2 to 4, and 71
Our Board 72 to 74
Purpose, values, and strategy 2 to 18
Culture 3, 10, 16 and 51 to 54 and 82
Board stakeholder engagement and decision-making 76 and 79 to 82
and outcomes
Key performance indicators and strategic performance 20 to 23
Risk assessment 34
Risk management 33 to 40
Rewarding our people 53, 101 and 116
Whistleblowing 60 and 96
2. Division of responsibilities
Our Board 72 to 74
Board leadership and governance framework 76 to 78
Board independence and time commitments 75 and 85
Committee reports 87 to 117
Board and Committee meeting attendance 75
Principles of the Code Pages
3. Composition, succession, and evaluation
Our Board 72 to 74
Board leadership and governance framework 76 to 78
Succession planning 87 and 88
Board performance review 83 and 84
Diversity 52, 89 and 90
Nomination Committee report 87 to 90
4. Audit, risk, and internal controls
Audit Committee report 91 to 97
Statement of Directorsā responsibilities 121
Risk management 33 to 40
Review of internal controls 33 to 40, and 95
Principal risks and emerging risks 34 to 38
Going concern 40
Viability statement 39 and 40
5. Remuneration
Directorsā Remuneration report 98 to 117
Other remuneration disclosures 116 and 117
RS Group plc Annual Report and Accounts 2026
86
Dear shareholder
I am pleased to present the Nomination
Committeeās (the Committee) report for the year
ended 31 March 2026. This section of the Annual
Report and Accounts details how the Committee
discharged its duties during the year, along with
its key activities.
Board composition
Louisa Burdett stepped down from the Board at
the end of her nine-year tenure, with effect from
31 January 2026, having served as Non-āExecutive
Director and previously as Chair of the Audit
Committee. The Committee and I would like to
thank Louisa for the valuable contribution she
made to RS during her tenure.
Succession for the Chair of the Audit Committee
role was a key focus of the Committeeās attention
during the year and Carole Cran was appointed
Chair of the Audit Committee from July 2025.
During the year, the Committee reviewed
and approved Joan Wainwrightās third
three-year term.ī¢As part of this review it
considered Joanās independence, contribution,
and time commitment to the role.ī¢See page 88
for further information regarding Non-Executive
succession planning.
Succession planning
The Committee continued to oversee the
Executive succession planning programme.
This included a summary of progress during the
year, opportunities to further strengthen senior
leadership roles, an update on the development
programme launched during the year, and
planned actions for the next 12 months, to
ensure the succession and development
framework continues to evolve in line with the
needs of the business.
Belonging
The Board places great emphasis on
benefiting from diversity in its broadest sense.
During the year, the Committee reviewed the
Board D&I Policy to ensure it continued to
reflect best practice and promote the desired
behaviours. This was subsequently adopted
by the Board. This sets out the objectives for
Board membership in respect of diversity.
Further details on the Board D&I Policy can be
found on page 89.
Board performance review
An external Board performance review was
conducted during the year and the process
was overseen by the Committee. The findings
from the performance review indicate a highly
effective Board, with some areas of focus being
identified. These will form the basis of an action
plan, which will be implemented during the
course of the year, with oversight from the
Committee. The Committee also considered
the actions identified from the 2024/25
internal performance review and monitored
progress against these. Full details of the Board
performance review process, outcomes, and
previous actions can be found on pages 83
and 84.
Rona Fairhead
Chair of the Nomination Committee
19 May 2026
NOMINATION
COMMITTEE
REPORT
Rona Fairhead
Chair of the
Nomination
Committee
Key highlights
Membership as at 19 May 2026:
ā Rona Fairhead (Chair)
ā Bessie Lee
ā Miles Roberts
ā David Sleath
ā Joan Wainwright
Activities during 2025/26
ā Enhancement of talent mapping,
development, and succession planning
ā Oversight of the external Board
performance review process
ā Review of existing Non-Executive Directorsā
terms of appointment
ā Review of Board Diversity and Inclusion
(D&I) Policy
Priorities for 2026/27
ā Overseeing the progression of the
Executive succession and development
process
ā Continued focus on Board composition and
Non-Executive succession planning
ā Overseeing the internally-facilitated
Board and Committee performance
review process
KEY ACTIVITIES DURING THE YEAR
JULY 2025
ā Reviewed actions arising from the
Executive succession planning deep
dive presented to the Committee in
March 2025
ā Reviewed and approved Joan
Wainwrightās third three-year term as
Non-Executive Director
MARCH 2026
ā External Board performance
review outcome
ā Executive succession planning
ā Board D&I Policy reviewed and
recommended to the Board for approval
ā Reviewed the Committee Terms
of Reference
STRATEGIC REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
87
GOVERNANCE REPORT
Board composition and changes
Louisa Burdett, Non-Executive Director stepped
down from the Board at the end of her nine-year
tenure, with effect from 31 January 2026, having
served as Non-āExecutive Director and previously
as Chair of the Audit Committee.
Carole Cran succeeded Louisa as Chair of the
Audit Committee with effect from July 2025.
Carole has in-depth financial experience, as she
is a chartered accountant, and is currently chief
financial officer of Halma plc. A smooth handover
took place between Louisa and Carole, to ensure
continued effectiveness of the Audit Committee.
On the third and sixth anniversary of
appointment, each Non-Executive Director is
subject to a review to assess their continued
independence, the time available to fulfil the
role, and their overall contribution to the Board.
During the year, Joan Wainwright reached her
sixth anniversary and, following this review,
the Committee concluded that she remained
independent and continued to make a strong
contribution to the Board.
Succession planning
Succession planning for key senior leadership
roles remained a priority for the Committee
during the year. Developing talent is a
key enabler to delivering our business
strategy and creating a high-performance,
purpose-led culture.
Executive Director succession planning
The Board recognises the importance of robust
succession planning to help nurture a diverse
pipeline of talent in current and future leaders.
The Committee is pleased with the progress
that has been made during the last year in
respect of executive succession planning. A more
robust process, together with a good balance
of bringing in external talent and promoting
from within, has enhanced the talent succession
pipeline at the ExCo and senior management
level. Two new ExCo members have been hired
in the last 12 months, as have some strong
hires into some of our key market lead roles.
Additionally, senior leadership capability has
been enhanced over the past 12 months,
supported by targeted role changes and
appointments designed to enhance overall
depth and experience.
The succession plans are split between
short-term and long-term requirements:
ā Short-term requirements: for use in
unplanned or emergency situations, whereby
interim cover on a short-term basis is
implemented. The Committee was pleased
that capable emergency successors have been
identified for all ExCo roles
ā Longer-term requirements: for creating
a diverse pipeline of talent within the
organisation by identifying individuals who
have potential to step into the role in the next
one to five years. Any gaps in experience and
knowledge are identified, and a development
plan devised and implemented to upskill
potential candidates
Our succession planning process has evolved to
strengthen leadership capability, provide greater
accountability for developing key talent, drive
and monitor more action-orientated outcomes,
and develop a stronger and more diverse
internal pipeline of talent through accelerated
development and hiring.
During the year, the ExCo development and
succession review was completed, which
provided essential data points to enable focused
development activities for each member of
the ExCo. In addition to this, all ExCo roles
have succession candidates identified within
the five-year planning horizon with actions to
strengthen and accelerate, with our succession
coverage matching external best practice level.
The Committee acknowledges that while there
is strong representation of women on functional
succession plans, it observed that there is
more work to be done on ensuring the same
applies for the succession plans of commercial
roles, which will continue to be an area of focus
going forward.
Over the last year, the team has implemented
a robust talent policy and process for all senior
manager hires, which includes an assessment
of the candidate against our new leadership
framework and competencies. This policy also
ensures that it is a diverse and inclusive process.
In 2025/26, we launched our new Leadership
Advantage Programme where 90 senior leaders
began their 18-month leadership development
journey with our selected global business school
partner. This programme supports our People
Plan objective to create a strong and diverse
pipeline. Further detail can be found on page 53.
For the broader employee base, there is
an annual process whereby all individuals
throughout the Group undergo regular
performance reviews and are responsible for
their own development plans, with oversight and
support provided by line managers. In addition
to this, an ongoing succession planning process
is in place to identify talent and successors to
senior leadership roles, and to highlight any
potential retention risks. For details of our talent
programme, see page 53.
The Committee will continue to review and
monitor the succession planning process,
including performance and talent ratings,
to ensure it is effective and appropriate for
the Group.
Non-Executive Director succession planning
Throughout the year, the Committee continually
considered the Boardās balance of skills and
experience to ensure the overall composition of
the Board remains appropriate. This approach
also enables the Committee to identify any
skills gaps and to build role profiles quickly,
when needed.
Consideration is also given to the Non-Executive
Director tenure. During the year, Directors who
reached a three- or six-year anniversary from
the date of their appointment, were considered
by the Committee, taking into account
length of tenure, time commitments, and
continued independence.
Nomination Committee report continued
RS Group plc Annual Report and Accounts 202688
Objectives
Objectives for achieving Board diversity are
periodically reviewed. The Board aspires to be
comprised of:
ā At least 40% women
ā At least one of the senior Board positions
(Chair, CEO, CFO or Senior Independent
Director) is a woman
ā At least one Director from an ethnically
diverse background
The Board acknowledges that in periods of
Board change, there may be times when this
balance is not maintained. As at 31 March 2026,
the Board is comprised of 55% women and 11%
from an ethnically diverse background.
Reflecting these aspirations, the Board will
aim to meet any recommendations set out
by the FTSE Women Leaders Review (formerly
Hampton-Alexander Review) and the
Parker Review.
The Board places high emphasis on ensuring
the development of diversity in the senior
management roles across the Group and
supports and oversees the Groupās ambition of
working towards 37-42% of senior leaders being
women and 17-22% being ethnically diverse by
2030. See page 52 for further details.
Currently, this Policy is not applied to Board
Committees individually, although we strive
to apply similar representation across the
Committees. The Board is comfortable that
the diversity of the Board is reflected across
Committee memberships and that this remains
an ongoing consideration.
Responsibilities, monitoring, and reporting
The Chairman of the Board will lead the Boardās
diversity agenda and set measurable objectives,
with the aim of continuously improving D&I
generally, ultimately leading to better debate
and decision-making.
Diversity and inclusion
During the year, the Committee approved an
updated Board D&I Policy. This provides a
high-level overview of the Boardās approach to
driving D&I in our succession planning, selection,
nomination, operation, and performance review
of the Board. This policy works in conjunction
with our wider Group D&I Policy.
Policy statement
We believe in creating an inclusive and engaging
environment, where everyone is proud and
excited to come to work and can perform at
their best, develop, and thrive. We are proud
to support our people to be their best by
building an inclusive workplace that supports
everyone, irrespective of ethnicity, disability,
socio-economic backgrounds, mental health
conditions, neurological divergence, age,
religion, sexual orientation, or gender identity.
The Board places great emphasis on ensuring
that its membership reflects diversity in
its broadest sense. We believe a key driver
in delivering our organisational diversity
commitments is through a Board, which has
a balance of skills, personal and cognitive
strengths, experience, independence, and
knowledge. Consideration is given to the
combination of demographics, skills, experience,
ethnicity, age, gender, and other relevant
personal attributes on the Board to provide the
range of perspectives, insights, and challenge
needed to support good decision-making.
New appointments are made on merit, taking
account of the specific skills and experience,
independence, and knowledge needed to
ensure a diverse and rounded Board and the
benefits each candidate can bring to the overall
composition of the Board and its Committees.
The Board will be expected to role model
inclusive language, behaviours, and practice in
all undertakings for and on behalf of the Group,
setting a clear tone from the top.
The Committee is responsible for ensuring
that the Board has the right balance of skills,
experience, and knowledge and, in accordance
with its Terms of Reference, shall:
ā Regularly review Board composition
ā Monitor and drive succession planning, talent
development, and the broader aspects of D&I
for both Executive Directors and the ExCo
ā For any Director appointments, work
with executive search firms that reflect
and understand the Groupās values and
approach to diversity, including this Policy,
and will honour those values and approach
in identifying and proposing suitable
candidates for appointment to the Board and
its Committees
ā Identify suitable candidates for appointment
to the Board on merit against objective criteria
having regard to:
ā The benefits of diversity in promoting the
success of the Group for the benefit of its
shareholders as a whole
ā The skills, experience, background,
independence, and expertise of current
members of the Board and its Committees
ā Report annually in the Governance report
of the Annual Report and Accounts on the
implementation of the Board D&I Policy and
other matters as required by the Code and
other regulatory and statutory requirements
ā Review the Board D&I Policy at least annually
and recommend any revisions to the Board
STRATEGIC REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
89
GOVERNANCE REPORT
The Committee Chair attends the Companyās
AGM and is happy to answer any questions
from shareholders on matters falling within the
Committeeās responsibilities.
Meetings of the Committee generally take place
shortly before Board meetings and activities of
the Committee are reported by the Chair to the
Board as a separate agenda item.
Committee responsibilities
The Committeeās chief responsibilities have not
changed during the year. The Committeeās Terms
of Reference are reviewed formally and approved
annually and set out its principal duties in full,
including its authority to carry out its duties.
These are available at rsgroup.com
Committee performance review
As part of the external performance review,
the Committee examined its own performance
and operational effectiveness. The Committee
members agreed that the meetings continued
to be well run with appropriate levels of
detail presented.
The overall findings of the performance review
demonstrated that the Committee operated
effectively and continues to discharge its duties
in line with its Terms of Reference.
Throughout the 2025/26 Annual Report and
Accounts, the information we disclose is in
accordance with our reporting obligations
as a UK registered company listed on the
London Stock Exchange. We continue to keep
our policies and procedures under review to
ensure ongoing compliance with the laws
and regulations of the jurisdictions in which
we operate, including any anti-discrimination
regimes as they evolve.
Board performance review
The Committee, led by the Chairman of the
Board, is responsible for overseeing the Board
performance review process. This year, the
Board underwent an externally facilitated
performance review.
The Committee also considered the remaining
actions taken in response to feedback from the
previous internal review undertaken in 2024/25
and monitored progress against the agreed
actions. Full details of both the performance
review and actions against the previous yearās
performance review are provided on pages 83
and 84.
Committee governance
Committee structure and meetings
The Committee is comprised of independent
members. Louisa Burdett stepped down from
the Board and Committee in January 2026.
There were no further changes to the
Committee membership during the year.
The Committee held two scheduled meetings
during the year. Details of attendance at
meetings can be found on page 75.
In addition to the members, the regular
attendees at the meetings of the Committee
have included the CEO, CFO, CPO, and the
Company Secretary.
Methodology of data collection
Data in respect of our senior leaders, including
our ExCo, is compiled through our employee
database and collected on a self-reporting basis.
Data in respect of the Board is collected on a
self-reporting basis and agreed directly with the
Board members.
Gender and ethnicity representation
The Financial Conduct Authority, in its capacity
as the UK Listing Authority, introduced rules
during 2022 that require listed companies
to publish information on gender and ethnic
representation on the Board and in executive
management roles (Listing Rule UKLR 6.6.6R (9)
and (10)). The tables below outline the current
gender and ethnic diversity of the Board and
our ExCo.
Nomination Committee report continued
Diversity statistics as at 31 March 2026
Reporting table on gender representation
Number
of Board
members
Percentage
of the Board
Number of
senior positions
on the Board
(CEO, CFO, SID
and Chair)
Number
of ExCo
members
Percentage
of the ExCo
Men 4 45% 2 7 70%
Women 5 55% 2 3 30%
Not specified/prefer not to say 0 0 0 0 0%
Reporting table on ethnicity representation
Number
of Board
members
Percentage
of the Board
Number of
senior positions
on the Board
(CEO, CFO, SID
and Chair)
Number
of ExCo
members
Percentage
of the ExCo
White British or other
White (including minority-
white groups)
8 89% 4 10 100%
Mixed/Multiple Ethnic Groups 0 0 0 0 0%
Asian/Asian British 1 11% 0 0 0%
Black/African/Caribbean/
Black British
0 0 0 0 0%
Other ethnic group 0 0 0 0 0%
Prefer not to say 0 0 0 0 0%
Not specified 0 0 0 0 0%
RS Group plc Annual Report and Accounts 202690
Dear shareholder
As recently appointed Chair of the Audit
Committee (the Committee), I would like to
thank our previous Chair, Louisa Burdett for her
support in helping me transition into the role.
I am pleased to present the Committeeās Report
for the year ended 31 March 2026. The purpose
of this Report is to describe the work undertaken
by the Committee and explain how it has
discharged its responsibilities throughout
the year.
The Committeeās main role is to monitor and
review the integrity of the Companyās financial
information. This includes recommending to
the Board whether the Companyās Annual
Report and Accounts, taken as a whole, is fair,
balanced, and understandable and whether
the assessment of the Groupās going concern
assumptions and longer-term viability are
reasonable. The Committee is also responsible
for providing assurance to the Board that the
Groupās internal controls and risk management
systems are fit for purpose and regularly
reviewed, as well as overseeing the effectiveness
and independence of the external Auditors,
Deloitte LLP, including recommending to
the Board the approval of their fees and
appointment on an annual basis.
We continued to see professional,
comprehensive, and robust work in all areas
which has meant that the Committee has been
able to discharge its obligations seamlessly
throughout the year.
The Committeeās focus on the Groupās financial
reporting, includes: the key accounting matters
set out on pages 93 and 94; approving the
disclosures in relation to climate change and
geopolitical uncertainties; the Groupās going
concern and viability statements; and the
Groupās use and definitions of alternative
performance measures. All of these matters
were conducted to the satisfaction of
the Committee.
We continued to monitor the Groupās
progress in further strengthening its internal
control framework. Over the year, the Group
has enhanced the clarity, consistency, and
oversight of its material controls, supported
by improvements in monitoring and reporting
systems. The Committee is satisfied that
the internal controls framework evolution is
progressing well and that the Group will be
in a position to meet the requirements of the
Code provisions.
The Committee considered emerging
ESG legislation and associated disclosure
requirements, including the Groupās approach
to responding to these requirements. This
encompassed oversight of the fifth year of
climate-related risk and opportunity disclosures
under TCFD (see pages 62 to 67), review of
Scope 3 emissions targets, and the proposed
approach for the publication of the Groupās
first Climate Transition Plan. Alignment with
forthcoming ESG regulatory requirements,
including CSRD and ISSB, was also covered.
As part of its duties, the Committee has
continued to review the Groupās information
security and data protection controls.
The Committee also continued to ensure
that appropriate procedures were in place
for the detection and prevention of fraud and
received regular updates relating to the Groupās
whistleblowing protocol, further details of which
can be found on pages 60 and 96.
On behalf of the Committee, I would like to thank
our finance and internal audit teams for their
hard work over the past year. I would also like
to add thanks to Deloitte for their role as the
Group Auditor.
I will be available at this yearās AGM to answer
any shareholder questions in relation to
audit matters.
Carole Cran
Chair of the Audit Committee
19 May 2026
AUDIT COMMITTEE
REPORT
Carole Cran
Chair of the Audit Committee
Key highlights
Membership as at 19 May 2026
ā Carole Cran (Chair)
ā Alex Baldock
ā Miles Roberts
ā David Sleath
Activities during 2025/26
Reviewed and confirmed adherence to the
requirements of the new āAudit Committees
and External Audit: Minimum Standardā,
through the activities described below:
ā Monitored the integrity of the Groupās
financial statements, including half-yearly
and annual announcements relating to
financial performance
ā Reviewed and monitored the Groupās
approach to risk management and the
effectiveness of its internal controls
ā Monitored the Groupās preparations for
the upcoming changes to the Code in
readiness to meet the additional disclosures
over the effectiveness of material controls
(Provision 29)
ā Evaluated the performance of the internal
audit function
ā Reviewed the Groupās ESG reporting
approach, including the update on its
climate-related risks and opportunities in
relation to TCFD and preparedness for future
CSRD and ISSB alignment
ā Reviewed preparations for the New Failure to
Prevent Fraud offence
ā Reviewed the performance and effectiveness
of the external Auditors, including
consideration of their appointment
and remuneration
ā Conducted regular reviews of cyber security
risks, the effectiveness of existing controls,
and further planned enhancements to this
control environment
Priorities for 2026/27
ā Continue to monitor the Groupās progress
on refining the Groupās material controls to
comply with the Code, including ensuring
that the controls are designed and working
effectively, for the detection and prevention
of fraud
ā Prepare for known legislative or regulatory
changes whilst monitoring any upcoming
legislation changes
ā Continue to focus on principal risks, including
the evolving cyber security threat landscape
ā Continue to ensure our external Auditors
maintain a high standard of audit quality and
are sufficiently challenging to management
in the course of its work
ā Continue to oversee the Groupās
preparedness for new and evolving ESG
reporting and compliance requirements
STRATEGIC REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
91
GOVERNANCE REPORT
Fair, balanced, and understandable
The Board is required to confirm to the
Companyās shareholders that the Annual
Report and Accounts, taken as a whole, is fair,
balanced, and understandable and provides
the necessary information and key messages
to enable shareholders and other stakeholders
to assess the Group and the Companyās
position, performance, business model, and
strategy. The Committee advises the Board on
whether this confirmation can be made and the
Committee assesses whether it can make this
recommendation to the Board by following its
regular, robust approach which is:
ā Ensuring regulatory requirements for
the Annual Report and Accounts were
thoroughly understood
ā Reviewing draft copies of the Annual Report
and Accounts to assess and advise on
direction and key messages, with a near
final version provided to the Committee and
Board prior to sign-off of the Annual Report
and Accounts
ā Assessing managementās fair, balanced, and
understandable verification process and
reviewing its results. This included a cascaded
sign-off across the Group to determine the
accuracy, consistency, and clarity of the data,
information, and language
ā Reviewing the use and disclosure of alternative
performance measures and confirming
its belief that separate disclosure of these
measures enables readers of the Annual
Report and Accounts to understand better
the underlying financial and operating
performance of the Group. The alternative
performance measures are consistent with
prior years. The definitions and reconciliations
of alternative performance measures are set
out in Note 3 on pages 137 to 141
ā Ensuring that a thorough review of the
Annual Report and Accounts was undertaken
by all appropriate parties, including
external advisors
Audit Committee report continued
JULY 2025
ā Reviewed Group internal audit remit
and performance
ā Quarterly review of non-audit fees completed
ā Approved Deloitteās audit plan for 2025/26
ā Received reports from the Data Protection
Officer and quarterly whistleblowing report
ā Review of internal audit reports
ā Received an update on the US Inventory
Provision review, further to the
2023/24 restatement
ā Received an update on the Groupās progress
on preparing for Provision 29 of the Code (risk
management and internal control framework)
NOVEMBER 2025
ā Reviewed the half-year key accounting
judgements and issues (including tax)
and approved their accounting treatment;
going concern; and fair, balanced, and
understandable criteria for recommendation
to the Board
ā Reviewed the draft interim results for
recommendation to the Board
ā Quarterly review of non-audit fees completed
ā Reviewed updates regarding internal audit
reports and quarterly whistleblowing report
ā Received an update on the Groupās progress
on preparing for Provision 29 of the Code
ā Received an update from the Chief
Information Security Officer
KEY ACTIVITIES DURING THE YEAR
MAY 2025
ā Reviewed the year-end key accounting
judgements and issues (including tax)
and approved the accounting treatment;
viability and going concern; and fair,
balanced, and understandable criteria for
recommendation to the Board
ā Reviewed the ESG performance against our
2030 action plan targets, and considered
the ESG related disclosures for year end,
including the TCFD statement and financial
scenario analysis recommendation to
the Board
ā Recommended to the Board for approval
the adoption of the Annual Report and
Accounts for the year ended 31 March 2025
and the full-year results announcement
ā Reviewed non-audit fees and the Non-Audit
Services Policy and recommended the
Non-Audit Services Policy to the Board
for approval
ā Recommended to the Board for approval
the appointment of Deloitte as Auditors
for 2025/26
ā Reviewed updates regarding internal audit
reports, information security, and quarterly
whistleblowing report
JANUARY 2026
ā Received the Group internal audit update
ā 2025/26 ESG reporting approach agreed,
including TCFD actions, Scope 3 emissions
targets, publication of the Groupās first
Climate Transition Plan, and wider ESG
compliance plans
ā Received an update on emerging ESG
reporting regulations
ā Received an update on the FRC evaluation
of major auditors
ā Quarterly review of non-audit
fees completed
ā Received a report from the Data
Protection Officer
ā Received an update from the Chief
Information Security Officer
ā Reviewed the annual whistleblowing
arrangements and the quarterly
whistleblowing report
ā Reviewed the Committeeās Terms of
Reference and recommended adoption
to the Board
ā Received an update on the Groupās
progress on preparing for Provision 29
of the Code
RS Group plc Annual Report and Accounts 202692
Significant accounting and reporting matters and areas of judgement
Management is required to exercise judgement in a number of areas when preparing the Group
accounts and the Company accounts. The Committee focuses on any significant areas of judgement
that may materially impact the Groupās and Companyās reported results and assesses and challenges, if
necessary, whether these judgements are reasonable and appropriate. The Committee also reviews the
clarity and transparency of the related disclosures.
The significant accounting issues and areas of judgement considered by the Committee during the
year, and how these were addressed, are set out below.
Inventories valuation
Inventories represent a material proportion of the Groupās net assets. At 31 March 2026,
inventories amounted to Ā£595.0 million (2024/25: Ā£617.3 million), including attributable
overheads. Management applies judgement in estimating the net realisable value (NRV) of
inventories to determine appropriate provisions. At 31 March 2026, inventory provisions totalled
Ā£80.6 million (2024/25: Ā£86.8 million).
The estimation of NRV involves judgement over forecast sell-through volumes and the
recoverable value of inventory, informed by historical sales, returns data and current market
conditions. Sensitivity analysis was performed on the key assumptions used in determining
inventory provisions, considering reasonably possible changes arising from current global
economic uncertainty and environmental regulation; this included the impact of an increase and
decrease of 10% in provision rates. This analysis indicates that reasonably possible changes in
these assumptions are not expected to have a material impact on the NRV of inventories.
How the Committee addressed these matters and conclusions reached
Following the inventory provision restatement in the prior year, which arose from process
and system issues within the US operations and unsupported deviations from the Groupās
inventory provisioning policy, the Group has implemented a more robust, data-driven, and
regularly reviewed methodology for calculating and analysing inventory provisions, together
with strengthened controls. The revised approach, including the key assumptions, judgements,
and sensitivities, was presented to and reviewed by the Committee, which agreed that it is
reasonable. See Note 18 on page 159.
The Committee has reviewed the Annual Report
and Accounts for the year ended 31 March 2026
and has advised the Board that, in its opinion,
the Annual Report and Accounts, taken as a
whole, is fair, balanced, and understandable and
provides the information necessary to assess
the Groupās position and performance, business
model, and strategy.
Financial reporting
The primary role of the Committee in relation
to financial reporting is to monitor the integrity
of the Groupās published financial information,
including reviewing its full-year and half-year
financial results. The Committee undertakes
this with both management and Deloitte and
concentrates on ensuring compliance with the
relevant financial and governance reporting
requirements. The Committee considers the
principal accounting policies that are used when
preparing these results as well as reviewing
the significant accounting matters and areas
of judgement made as noted below and other
key areas of focus as noted on this page and
page 94. Also, this includes the fair, balanced,
and understandable review as described in
more detail on page 92. The Committee receives
regular reports from the CFO and Group
Financial Controller to support this work.
During the year, the FRCās Corporate Reporting
Review (CRR) team carried out a review of the
Groupās 2025 Annual Report and Financial
Statements as part of its annual review
of corporate reporting. The Committee
received and reviewed the final report from
the CRR team which identified no significant
findings. The Committee considered the
recommendations provided by the CRR team
when preparing this Annual Report and
Accounts and notes that the FRCās review does
not provide assurance that the Annual Report
and Accounts is correct in all material respects,
as the FRCās role is not to verify information
provided, but to consider compliance with
reporting requirements.
Going concern and viability statements
As part of its role in advising the Board, the
Committee reviewed the preparation of the
Directorsā viability statement and the related
supporting analysis, as well as the going concern
assessment and the adoption of the going
concern basis in preparing the Annual Report
and Accounts. The Committee also reviewed
and agreed the wording of the going concern
statement and recommended its approval to
the Board.
In reviewing the viability and going concern
statements, the Committee considered the
assessment period and reviewed and challenged
the scenarios applied to each principal risk,
including the determination and outcomes of
severe but plausible stress tests and reverse
stress tests. Based on this work, the Committee
recommended that the Board approve both
the viability statement and the going concern
statement. Further details are set out on pages
39 and 40 of the Strategic report.
Other key areas of focus
The Committee also reviews a number of
other key areas that require management to
exercise judgement. These judgements have
not had a significant effect on the amounts
recognised in the accounts in the year ended
31 March 2026, nor are they significant estimates
which have a significant risk of resulting in a
material adjustment to the carrying amounts
of the Groupās assets and liabilities within the
next year. However, the Committee focuses on
these areas to ensure these judgements are also
reasonable and appropriate, and to ensure they
have not become significant.
STRATEGIC REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
93
GOVERNANCE REPORT
Other key areas of focus
The other key areas of focus in the year were:
Impairment of other assets
The Group carries a significant amount of other intangible assets on the balance sheet.
Intangible assets excluding goodwill are stated at cost, or fair value at the date of acquisition,
less accumulated amortisation and any provisions for impairment. Residual value is reassessed
annually for risk of impairment which involves judgement around the assessment of indicators
of impairment, the determination of useful economic lives, and the estimation of future
economic benefits.
How the Committee addressed these matters and conclusions reached
In addition to the annual goodwill impairment assessment, other assets are regularly reviewed for
indicators of impairment. Where indicators are identified, impairment assessments are performed
and reviewed by the Committee, including consideration of key assumptions.
During the year, as the Group entered the next phase of its business and technology
transformation programme, management undertook a comprehensive review and impairment
testing of legacy and superseded technology assets to assess whether they remained fit for
purpose in the context of the Groupās future strategic and operational priorities. The review
concluded that certain capitalised technology projects were no longer in use and were not
expected to generate future economic benefits. As a result, an impairment charge of Ā£14.9āÆmillion
was recognised in accordance with IASāÆ36.
An impairment charge was recognised within adjusting items in line with the Groupās Alternative
Performance Measures and is disclosed in NoteāÆ14 on pages 154 to 156. The Committee reviewed
managementās approach, including the identification of impacted projects, the assessment of
recoverability, and the presentation of the impairment charge. The Committee was satisfied that
the impairment recognised and the related disclosures are appropriate, clear, and consistent with
IFRS and the Groupās transformation strategy.
The Committee also reviewed and agreed the trade receivables impairment allowance and the
related disclosures in Note 23 on pages 164 to 168.
Audit Committee report continued
Impairment of goodwill
At 31 March 2026, goodwill recognised on the balance sheet totalled Ā£634.7 million
(2024/25: Ā£616.4 million). The impairment assessment of goodwill involves judgement, particularly
in relation to the assumptions applied in value in use models, where indicators of impairment exist.
How the Committee addressed these matters and conclusions reached
The value of goodwill is reviewed regularly for impairment using value-in-use models using cash
flows and discount rates as set out in Note 14 on pages 154 to 156. The Committee reviews these
impairment tests every year, including the main assumptions. These assumptions also include
consideration of the impact of climate change.
The Committee agreed with the testsā confirmation that there remains adequate headroom in place
and no impairment provision is required. If there are any indicators that they may be impaired.
Fair values and goodwill on acquisition of business
On 1 March 2026, the Group completed the acquisition of BPX Group for consideration of
Ā£35.4 million. The provisional purchase price allocation resulted in goodwill of Ā£9.3 million and
other intangible assets of Ā£11.2 million. Judgement is required in determining the fair values of
the identifiable intangible assets acquired and the goodwill recognised. In accordance with IFRSāÆ3,
the acquisition accounting is not yet finalised at the reporting date and provisional amounts
have therefore been recognised. The measurement period will not exceed one year from the
acquisition date. Further details are set out in NoteāÆ29 on page 170.
How the Committee addressed these matters and conclusions reached
The Committee reviewed the accounting treatment applied to the BPX Group acquisition,
including the identification and fair value measurement of the assets acquired and liabilities
assumed, and the resulting goodwill. The Committee noted the proximity of the acquisition date
to the Groupās year end and acknowledged that further valuation work will be completed during
the measurement period, with a final purchase price allocation to be presented to the Committee
in the next financial year.
The Committee reviewed and challenged the key judgements and estimates applied by
management and concluded that it is satisfied with the provisional fair values recognised and the
goodwill arising on acquisition.
RS Group plc Annual Report and Accounts 2026
94
The updated UK Corporate Governance Code
was published in January 2024. Through a
targeted Internal Controls Programme, the
Group has increased its focus on enhancing
financial reporting controls, building on the
existing control environment. The programme
prioritises key risk areas and extends to other
relevant aspects of the controls environment
impacted by the Code, which will apply to the
Group for the year ending 31 March 2027.
The Committee will continue to monitor
progress against these requirements.
Internal audit
The work of the internal audit function spans the
whole Group, including, as and when relevant,
acquired businesses, and provides independent
and objective assurance over the Groupās
systems of internal controls through a risk-based
approach. The Committee reviews and approves
the scope and resourcing of the internal audit
plan annually with the VP Audit and Risk.
The scope of the plan is determined by reference
to the Groupās operating risks and strategy as
well as geographic, functional, and external risks.
The Committee reviews:
ā The level and skills of resources allocated to
the internal audit function to conduct this
programme of work
ā The summary of the results of each audit and
the business teamās resolution of any control
issues identified
ā The effectiveness of the internal audit function
The VP Audit and Risk has regular, open access
to the Committee Chair. Discussions focus
on audit planning and matters noted during
internal audit assignments. Other members of
the Committee are also available as required.
The Committee meets with the VP Audit and Risk
without the presence of management at least
once a year. As noted in the 2024/25 Annual
Report and Accounts, Mark Taylor retired from
the position of VP Audit and Risk in May 2025
and the Committee welcomed Chris Curtis as
Markās replacement.
Internal controls
Internal financial controls are the systems and
processes employed by the Group to support
the Board in discharging its responsibilities for
financial matters and the financial reporting
process, as described on page 121.
The principal elements of the Groupās internal
financial control framework include:
ā Continuous monitoring, oversight, and
enhancement of the Internal Controls
Framework by the Director of Controls,
supported by the recently implemented
controls management tool
ā Independent assessments by internal audit of
the effectiveness of operational controls
ā Clearly defined terms of reference setting
out the responsibilities of the Board and its
Committees, with appropriate delegation to
management across all locations
ā Group Finance and Group Treasury manuals
setting out accounting policies, procedures,
and control requirements
ā Weekly, monthly, quarterly, and annual
reporting cycles, including Board-approved
targets and regular forecast updates
ā Review of financial performance by local
leadership teams against forecasts and agreed
performance metrics, with consolidated
performance reviewed at regional, business,
and Group levels
ā Specific reporting systems covering treasury
operations, tax, major investment projects,
and legal and insurance activities, which
are reviewed regularly by the Board and
its Committees
ā Whistleblowing protocol enabling individuals
to report fraud, financial irregularities, or other
matters of concern
The Groupās system of internal control and risk
management processes have been in place
throughout the year and up to the date of
this Annual Report and Accounts. In the event
weaknesses are identified in the internal control
system, plans for strengthening them are put in
place and then regularly monitored.
During the year, the Group launched a
structured Internal Controls Programme, led by
the Director of Controls, to further enhance the
Internal Control Framework in response to the
increasing scale and complexity of the business.
The enhancement of the Internal Control
Framework and implementation of controls
monitoring, testing, and reporting tool has
enabled a more consistent, risk-based approach
to control design, monitoring, and reporting,
providing improved management insight,
oversight, and governance. The programme has
strengthened the control environment through
targeted enhancements across key processes
aligned to material financial and operational
risks. No material control weaknesses were
identified which would impact the effectiveness
of the Groupās system of internal control.
The Committee receives regular updates
on the operation and effectiveness of the
Internal Control Framework and takes action
where required.
These activities enabled the Board to assess
the effectiveness of the Groupās system of
internal control and residual risks before
making its statement in the Annual Report and
Accounts. Further information on the Groupās
principal risks is set out on pages 34 to 38 of the
Strategic report.
Other matters
The Committee also carried out a range of other
activities in relation to financial reporting during
the year which included:
ā Reviewing the impact of amendments to
accounting standards adopted during the year
ā Reviewing the effective tax rate, judgements
made in relation to the levels of tax
contingencies for potential challenges by local
tax authorities and recoverability of losses, and
relevant disclosures
ā Reviewing and agreeing the accounting
treatment and disclosure of any potential
post-balance sheet events at both the
half-year and full-year
ā Agreeing with managementās assessment
that there are no indicators of impairment
for the investments the Company holds in
its subsidiaries
Internal control and risk management
The Vice President, Group Operational Audit
and Risk (VP Audit and Risk), provides quarterly
reports to the Committee on internal audit
assignments completed during the period.
These reports highlight matters that may impact
delivery of the Groupās strategic objectives or
indicate areas where improvements to processes
or controls are required. The Committee
considers these findings and discusses
appropriate actions where necessary.
In addition, a biannual review of the Companyās
principal and emerging risks is undertaken.
The outputs are reviewed by the Board and
are used to challenge the effectiveness of the
Groupās risk management and internal control
frameworks, as well as to inform the internal
audit plan for the year ahead.
STRATEGIC REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
95
GOVERNANCE REPORT
During the year, the Lead Audit Partner, Jon
Thomson, and the Group Second Partner,
Becky Drew, together with other relevant and
appropriate members of the Deloitte audit
team, attended all of the Committeeās meetings.
Deloitte provided reports and conclusions on
the Groupās key accounting judgements, internal
control processes, and half-year report.
Further details of how the Committee and the
external Auditors work together, as well as
how the external Auditorsā independence is
maintained, can be found in the governance
section of our website. As in previous yearsā
reports, the Committee can confirm that the
Group does not engage Deloitte to undertake
any work that could affect its independence.
The Committee has satisfied itself that the
Company has complied with the provisions of
the Statutory Audit Services for Large Companies
Market Investigation (Mandatory Use of
Competitive Processes and Audit Committee
Responsibilities) Order 2014, published by
the Competition and Markets Authority on
26 September 2014.
Non-audit assignments undertaken
by the Auditors
The Group operates a policy to ensure that
the provision of non-audit services does not
impair the external Auditorsā independence
or objectivity and that only permitted services
are provided. In determining this policy, the
Committee took into account possible threats
to the external Auditorsā independence
and objectivity.
The policy on non-audit services includes:
ā In providing a non-audit service, the external
Auditors should not:
ā Audit their own work
ā Make management decisions for the Group
ā Create a mutuality of interest
ā Find themselves in the role of advocate for
the Group
Data protection
The Committee continued its reviews of the data
protection compliance programme through
reports from the Data Protection Officer.
The Committee continued to provide oversight of
the Groupās compliance with laws regarding the
protection of personal data across its operations,
including the General Data Protection Regulation
and the UKās Data Protection Act.
The Committee received regular reports from
the Data Protection Officer, highlighting ongoing
compliance work such as training, targeted
training for high risk teams, and awareness
campaigns to embed a culture of privacy by
design, as well as assessments of the impact
of material changes to the Groupās operations
on its handling of personal data (such as
significant changes to systems and integration
of acquisitions) and monitoring of changes in the
regulatory environment.
External Auditors
Effectiveness and independence
The Committee is responsible for reviewing the
performance and effectiveness of the external
Auditors, Deloitte, as well as their appointment
and remuneration.
A review of Deloitteās audit of the Groupās 2025
accounts was conducted during the year by
the FRCās Audit Quality Review (AQR) team.
The Committee received regular updates from
Deloitte and management during the process,
and reviewed the final report from the AQR
team which assessed the audit as limited
improvements required. The Committee also
considered the FRCās Audit Quality Inspection
report on audits performed by Deloitte for
2025/26, published in July 2025.
Whistleblowing
In accordance with the provisions of the
Committeeās Terms of Reference, the Committee
is responsible for reviewing the arrangements
whereby all of the Groupās employees may,
in confidence, raise concerns about illegal,
unethical, or improper behaviour or other
matters and for ensuring that these concerns
are investigated and escalated as appropriate.
Reports may be raised directly to senior
management or through an external third-
party reporting tool. Whistleblowing is referred
to internally as Speak Up and is available to
all of the Groupās employees, customers, and
suppliers. The Committee receives aggregated
reports on matters raised through these services
and monitors their resolution. The Groupās
existing policies and procedures (adopted
globally) have been updated to reflect the
ongoing implementation across EU Member
States of the 2021 European Whistleblowing
Directive. An awareness campaign was also
launched across the Group during the year.
The Group will continue to monitor any national
laws that implement additional, relevant
requirements and make any required changes
to policies and procedures where appropriate.
For further information see page 60.
ESG
During the year, the Committee considered
current and emerging ESG legislation and
disclosure requirements and received updates
from the ESG team on the Groupās regulatory
readiness, including progress towards alignment
with CSRD and ISSB. This included oversight
of the fifth year of climate-related risk and
opportunity disclosures under TCFD (see pages
62 to 67), review of Scope 3 emissions targets,
and consideration of the proposed approach to
publishing the Groupās first Climate Transition
Plan. The Committee reviewed and agreed the
ESG reporting requirements for 2026/27 and
future years and was satisfied that the ESG
disclosures, including the TCFD report, contained
appropriate and accurate data and information,
recommending their approval to the Board.
Other activities
Cyber security risk, digital security, and
information governance
The Committee noted that the approach to
identifying, assessing, and managing cyber
security risk is integrated within our Group-wide
approach to risk management, with failure
in information technology and cyber security
identified as a principal risk. The Committee
conducted regular reviews of cyber security risks,
the effectiveness of existing controls, and the
need for additional mitigations.
Fraud
The Committee is responsible for reviewing
the Groupās procedures for the prevention and
detection of fraud. Suspected cases of fraud
must be reported to the Company Secretary
or General Counsel within 48 hours and
investigated by operational management, Group
compliance, or internal audit, as appropriate.
The outcome of any investigation is reported to
the Company Secretary, General Counsel, and
the CFO. A register of all suspected fraudulent
activity and the outcome of any investigation
is maintained and circulated to the Board on a
regular basis, with the Committee also receiving
regular updates.
The Group takes steps in line with good business
practice to detect and prevent fraudulent activity,
and is preparing for the new requirements of the
Economic Crime and Corporate Transparency
Act related to fraud prevention. The Committee
is pleased to report that there were no frauds
of a material nature discovered during the
year, although the Group is subject to various
attempts at external and low-level credit card
and online fraud.
Audit Committee report continued
RS Group plc Annual Report and Accounts 202696
During the year, the Committee held separate
sessions with the VP Audit and Risk and the
external Auditors without the presence of
management. The VP Audit and Risk and
the external Auditors have direct access
to the Committee Chair outside of formal
Committee meetings.
Committee responsibilities
The Committeeās chief responsibilities have not
changed during the year. The Committeeās Terms
of Reference set out its principal duties in full,
including its authority to carry out its duties, they
are reviewed formally and approved annually
to ensure compliance with the latest regulatory
requirements. The Terms of Reference were
reviewed during the year and updated to provide
greater clarity regarding aspects included
in the controls framework and inclusion and
further clarity of the duty to ensure a robust
assessment of emerging and principal risks.
The updated Terms of Reference are available
in the governance section of our website:
rsgroup.com
The core functions of the Committee include:
ā Supporting the Board in ensuring the integrity
of the financial and corporate reporting and
auditing processes
ā Assisting the Board in assessing the
long-term viability of the Group by reviewing
and challenging the scenarios considered and
severe but plausible stress testing performed
on the principal risks
ā Advising the Board on whether the half-year
and full-year financial reports present a fair,
balanced, and understandable assessment of
the Groupās position and prospects
ā Ensuring effective internal control and risk
management systems are in place
ā Measuring the Groupās effectiveness in
managing risk and reviewing the risk
identification process
ā Approving the remit of the internal audit
function and reviewing its effectiveness
and findings
ā Ensuring that an appropriate relationship
is maintained between the Group and
its external Auditors, including the
recommendation to the Board to approve
their appointment and fees
ā Monitoring progress of the Groupās
information security strategy to mitigate
its major risks
ā Reviewing the scope and effectiveness
of the external audit process
ā Reviewing whistleblowing, fraud,
anti-bribery and corruption, and data
protection procedures
Committee performance review
This year, the Board underwent an external
performance review, and the activities of
the Committee were reviewed as part of this
process. The results of this review demonstrated
that the Committee continued to operate
effectively and provided sufficient challenge
and that the composition worked well with a
good balance of experience. The Committee
agreed that a smooth handover took place to
the new Committee Chair, and that meetings
were felt to have good substance, with a good
blend of personalities across the Non-Executive
Directors and beyond. It was noted that
oversight of control design and implementation
would continue to be a key area of focus for
the Committee, and that there was good
oversight of the internal controls programme.
After noting that there had been improvements
to papers, key recommendations arising include
the opportunity to improve papers further by
utilising more detailed executive summaries to
enable better discussion, and continued focus
on the work required to ensure compliance with
Provision 29.
+ Further details of the performance review
process can be found in the Governance
Report on pages 83 and 84.
Committee governance
Committee structure and meetings
The Committee acts independently of
management to ensure the interests of our
shareholders are protected properly in relation
to financial reporting, risk, and internal control.
All members of the Committee are independent
Non-Executive Directors, with sufficiently
wide-ranging business experience, expertise,
and competence to enable the Committee to
fulfil its responsibilities effectively. Louisa Burdett
stepped down as Chair of the Committee in
July 2025 and as a member of the Committee
and the Board in January 2026. Carole Cran was
appointed as Chair of the Committee in July 2025,
and is a chartered accountant and, having held
senior financial management positions, has
extensive knowledge and experience of financial
markets, treasury, risk management, and
financial accounting standards. Biographies for
the Committee members are set out on pages
72 to 74.
The Committee held four scheduled meetings
during the year. Meetings were held in line
with the financial and reporting cycles of the
Company. Meetings are generally held prior to
Board meetings so that optimum collaboration
with the Board is maintained. The Committee
Chair provides updates to the Board on the
proceedings, considerations, and findings of
each meeting.
The Committee Chair extends invitations to
certain other key individuals to attend meetings,
including the Chairman of the Board, other
Non-Executive Directors who are not members
of the Committee, the CEO, CFO, Company
Secretary, Group Financial Controller, VP Audit
and Risk, and the external Auditors. The Data
Protection Officer attends meetings twice a year
to give updates on data protection matters, and
the Chief Information Security Officer regularly
attends to report on cyber security matters.
ā The total non-audit fees for any financial year
should not exceed 70% of the average of the
external audit fee over the last three years.
In practice, the non-audit fees are normally
significantly below this level
The policy also states that the Committee has
pre-approved the CFO to have authority to
commission the external Auditors to undertake
non-audit work (not covered on the previous
page) where there is a specific project with a
cost that is not expected to exceed Ā£50,000.
Any fees above Ā£50,000 must be pre-approved
by the Committee.
Full details of our policy in relation to non-audit
services can be found on the governance section
of our website. This policy was reviewed by the
Committee during the year and no changes
were required.
During the year under review, there were
non-audit fees of Ā£0.1 million for Deloitte
compared to audit fees of Ā£4.3 million. The
non-audit fees primarily relate to the interim
audit review. Further information on fees payable
to Deloitte are included in Note 6 on page 143.
The Committee has satisfied itself that its use
of the external Auditors complies with both
the Code and the FRCās Ethical and Auditing
Standards regarding the scope and level of
non-audit work and non-audit fees incurred by
the Group.
STRATEGIC REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
97
GOVERNANCE REPORT
Directorsā Remuneration report
REMUNERATION
AT A GLANCE
REMUNERATION OUTCOMES IN 2026
2026 Annual Incentive
Measure (weighting) Threshold Maximum Outcome
Adjusted profit before tax excluding
restructuring (25%)
Ā£232.2m Ā£264.2m 10.2%
Actual Ā£248.6m
Adjusted free cash flow excluding
restructuring (25%)
Ā£107.5m Ā£139.5m 25.0%
Actual Ā£204.7m
Like-for-like Group revenue
change (25%)
0.1% 5.1% 0.0%
Actual (0.5)%
CO
2
e reduction
(Scope 1 & 2 emissions) (10%)
3.8% 6.9% 10.0%
Actual 10.0%
Net Promoter Score -
Transactional (4%)
48.5 49.1 0.0%
Actual 45.2
Net Promoter Score -
Relational (1%)
39.3 40.3 0.0%
Actual 35.5
Individual strategic targets (10%) Simon Pryce/Kate Ringrose 7.5%/7.5%
Total formulaic bonus Simon Pryce/Kate Ringrose 45.2%/45.2%
Total Adjusted bonus (0.2)% Simon Pryce/Kate Ringrose 52.5%/52.5%
OUR
REMUNERATION
APPROACH
Salary
Pension and
other benefits
Annual
Incentive
LTIP
Total
remuneration
Fixed Variable
Single figure of remuneration
Ā£665,438
Simon Pryce
Ā£1,608,462
Ā£938,462
Kate Ringrose
Ā£1,013,511
A
Salary, pension and other benefits
B
Annual Incentive
2023 LTIP AWARD
0%
of maximum
Vesting of this award was determined in accordance with
the performance targets, measured over the three years
ended 31 March 2026. See page 109.
Share ownership requirement
Simon Pryce
Kate Ringrose
53%
Owned
outright
400% 250%
144%
Owned
outright
Ā£417,729 Ā£591,220
A
A
B
B
RS Group plc Annual Report and Accounts 2026
98
Directorsā Remuneration Policy
The key components of our remuneration framework are fixed pay, annual bonus and share
awards as set out in the Directorsā Remuneration Policy. Our objective is to appropriately reward
the delivery of the strategic plan.
Element Year 1 Year 2 Year 3 Year 4 Year 5
Fixed
pay
Annual
bonus
LTIP
Shareholding
requirement
Alignment with broader employee rewards
3%
UK employees
average salary
increase
100%
of employees are
eligible to participate
in an incentive plan
88%
of employees are
either shareholders
or award holders
Ā£250
of restricted shares
will be awarded to all
eligible employees
DIRECTORSā REMUNERATION POLICY
AND IMPLEMENTATION FOR 2026/27
Salary,
benefits
and pension
Delivered
two-thirds
in cash
One-third delivered in
shares. Two-year deferral
period. No further
performance conditions
Three-year hybrid delivered as a mix of
performance and restricted shares
Executive Directorsā minimum shareholding requirement
Two-year holding period.
No further performance
conditions
Fixed pay
Simon Pryce
Ā£870,300
(3% increase)
Kate Ringrose
Ā£551,600
(4% increase)
STRATEGIC REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
99
GOVERNANCE REPORT
REMUNERATION
COMMITTEE REPORT
Joan Wainwright
Chair of Remuneration Committee
Directorsā Remuneration report continued
Dear shareholder
On behalf of the Remuneration Committee
(the Committee), I am pleased to present the
Directorsā Remuneration report for the year
ended 31 March 2026. This report explains
the remuneration outcomes for our Executive
Directors and the wider workforce during
the year, including how we ensure strong
alignment to the performance delivered for
our stakeholders.
This year, we operated under the 2025 Directorsā
Remuneration Policy (the Policy) approved at
the 2025 AGM. The Policy can be found on our
website rsgroup.com. I would like to thank our
shareholders for their continued support for our
approach to executive remuneration.
Introduction
At the 2025 AGM, shareholders approved
our new Policy, under which we introduced a
āhybridā LTIP structure. Our objective was to
more optimally align our long-term incentive
structure with our strategy and better reflect
the nature of the markets in which the Group
operates, ensuring that we can appropriately
reward Executive Directors for the delivery
of sustainable performance and continued
strategic execution through the industrial cycle.
The hybrid model is also consistent with our
approach to management incentives below
the Executive Directors and allows us to better
compete in global talent markets (with a sizable
portion of our business based in North America).
A detailed rationale for the hybrid structure was
set out in my letter in last yearās report.
In developing the Policy and determining the
right level of reward, the Committee undertook
an extensive multi-phased consultation process
engaging with our top 30 shareholders,
representing over 86% of the share register,
broadening the coverage from previous
Policy consultations.
Overall, shareholders were supportive of our
approach, with a clear understanding of the
challenges we face and acknowledgment of
how we were seeking to address these in a
robust and responsible way. Shareholders were
supportive of the removal of the J2G LTIP Award
and the transition of our LTIP towards the hybrid
structure, with the continued commitment to
performance. Shareholders also appreciated the
recalibration of our market reference point from
FTSE 50-100 to FTSE 75-125. The feedback from
this engagement was instrumental in shaping
the final Policy in a number of areas; as we
explained last year.
At the 2025 AGM, while we received
strong support of c. 98% for our Directorsā
Remuneration Report, the Committee
recognises that a reasonable minority of our
shareholders, as well as some of the proxy
voting agencies, were not able to support the
Policy. Following the AGM, we re-engaged with
our top 30 shareholders to provide a further
opportunity for their input. As anticipated, given
the extensive engagement exercise we had
conducted in advance of the AGM, which had
already provided the opportunity for views to be
shared as the Policy proposal was developed,
we received a very limited response to the
follow-up engagement. Most responses
reiterated the support provided during the
original engagement process.
Based on all these engagements and the
feedback received, the Committee has a
very clear understanding of the views of
our shareholders. We are comfortable that
overall, shareholders were supportive of our
approach, in particular the material reduction
in quantum from the J2G LTIP award under
the 2022 Directorsā Remuneration Policy and
the application of the 50% ādiscountā in how we
calibrated the normal restricted share award
sizes under the hybrid LTIP.
Key highlights
Membership as at 19 May 2026
ā Joan Wainwright (Chair)
ā Alex Baldock
ā Miles Roberts
ā David Sleath
Activities during 2025/26
ā Approved the 2025 pay review for the
Executive Directors and senior management
ā Approved and aligned 2024/25 remuneration
outcomes with Company performance,
including the 2024/25 Annual Incentive,
Journey to Greatness (J2G) Long-term
Incentive Plan (LTIP), and 2022 LTIP
Award outcomes
ā Reviewed senior management pay outcomes
ā Approved the 2025/26 Annual Incentive and
2025 LTIP design
ā Approved the remuneration package for
the incoming President, Americas and Chief
Customer Experience Officer
ā Reviewed the approach to the wider
workforce remuneration including the award
of the All-Employee Share Plan
ā Approved the 2025 Directorsā Remuneration
Report put to shareholders at the July
2025 AGM
ā Reviewed the 2025 Gender Pay Gap report
ā Reviewed the Terms of Reference for
the Committee and All-Employee Share
Plan Committee
ā Reviewed the performance of the
Remuneration Advisor, Alvarez & Marsal
Priorities for 2026/27
ā Ensuring that both short- and long-term
incentive design and outcomes continue to
support delivery of our strategy and reflect
the performance of the Company, and the
experience of our stakeholders
ā Continue to oversee the embedding of our
Reward philosophy across the organisation
ā Review of the strategy to address gender
pay gaps
ā Maintain an active and engaging dialogue
with shareholders and ensure their views are
sought and considered when determining
executive remuneration
RS Group plc Annual Report and Accounts 2026
100
2026 LTIP
For 2026, it is proposed to grant awards for
the Executive Directors at the normal Policy
award level for their role. For Simon Pryce
this will result in an award of 200% and
50% of salary for performance shares and
restricted shares, respectively. Kate Ringrose
will receive 170% performance shares and
40% restricted shares consistent with last year.
The performance shares will continue to be
based on a combination of EPS and TSR, with a
ROCE underpin. For 2026, the EPS target range
will be increased from 5-10% p.a. to 7.5%-15%
p.a., reflecting our continued commitment to
driving exceptional performance through our
incentives. The restricted shares will be subject
to a discretionary performance underpin.
Chairman of the Board and Non-Executive
Director fees
Following a review, the fees for Non-Executive
Directors were increased by 3%; consistent with
the wider UK workforce. As the Chairmanās fee
is well positioned against the FTSE 75-125 peer
group, the Chairmanās fee was increased by 2%.
Consideration of wider workforce
experience
During the year, we continued to embed our
reward philosophy by launching an All-Employee
share plan to all employees who are not eligible
for LTIP awards. We are delighted that 88% of
our employees are now shareholders or award
holders. External recognition of the reach
of our All-Employee share plan was received
in the form of a Newspad award for Best
All-Employee Share Plan. Enabling our people
to become shareholders and to have a personal
stake in the business remains important to us
and in 2026/27 we will be awarding our eligible
employees a second award of restricted shares.
Remuneration for the year ahead
2026/27
2026 salary review
Having considered individual performance, the
competitiveness of the Executive Directors base
salaries and the UK average workforce increase
of 3%, the Committee determined base-salary
increases of 3% for Simon Pryce and 4% for
Kate Ringrose to be appropriate and aligns both
just below the market. These increases will be
effective 1 June 2026.
2026/27 annual incentive
The Annual Incentive for 2026/27 will continue
to be based on key financial and strategic
targets for the year. The Committee reviewed
the performance measures and agreed these
remain the right focus areas, but to ensure
continued alignment with the strategy and
objectives for the year ahead, there will be
some changes to the weight of some measures.
In recognition of the strategic importance of
delivering for our customers (discussed further
on page 11), the weighting of the NPS measure
will be increased from 5% to 10%.
The remainder of the incentive will continue
to be based on an appropriately balanced mix
of key metrics: adjusted like-for-like Group
revenue change (20%), adjusted PBT excluding
restructuring (25%), adjusted free cash flow
excluding restructuring (25%), CO
2
e reduction
(Scope 1 and 2 emissions) (10%) and individual
strategic targets (10%).
Before any incentive pays out, a threshold
level of adjusted profit before tax excluding
restructuring will need to be achieved.
Consistent with prior years we will set
stretching performance targets for each of
the performance measures and will disclose
these retrospectively in next yearās report.
The Executive Directors will continue to be
eligible for a maximum award of 150% of salary
and one-third of any earned amount will be
deferred into shares for two-years.
2025/26 Performance outcomes
Incentive outcomes for the year ended
31 March 2026
The Committee reviewed and made some
changes to the bonus performance measures
as part of the Policy review: The 2025/26 Annual
Incentive measures included adjusted profit
before tax excluding restructuring, like-for-like
Group revenue change, adjusted free cash flow
excluding restructuring (each equally weighted
25%), CO
2
e reduction (Scope 1 and 2 emissions)
(weighted 10%), a reintroduction of Net
Promoter Score (NPS) (weighted 5%), reflecting
the importance of having a customer measure at
the Group level and individual strategic targets
(weighted 10%).
The formulaic outcome against the stretching
targets set was 45.2%. During the final review,
the Committee then determined, together with
management that it would be appropriate to
reduce the outcome by 0.2% to ensure internal
consistency in annual incentive outcomes
across the Group. This results in an adjusted
outcome of 45.0% of maximum. Including the
individual strategic measures, the adjusted
bonus outcomes are 52.5% of maximum for
both Simon and Kate. Details of the individual
strategic targets are shown on page 110.
The 2023 LTIP Award, which was based on
performance over the three-years ended
31 March 2026, did not achieve the threshold
level of performance for both the EPS and
TSR performance measures and therefore the
Committee determined it was appropriate to
lapse these awards in full for all participants,
including the Executive Directors.
The Committee reviewed the bonus and LTIP
outturns against a broader assessment of
underlying performance for our stakeholders
over the respective performance periods.
Overall, the Committee concluded that both
outcomes described above were appropriate
and no further adjustments were made.
However, we acknowledge that some
shareholders were unable to support the Policy,
primarily due to the quantum of award made to
the CEO in 2025, as we transitioned to the hybrid
structure. The award size was critical to the
Committeeās desire to retain and engage Simon
Pryce to continue his strong leadership through
the next phase of strategic execution, in the face
of a highly competitive market for experienced
high-calibre leadership talent. Nevertheless,
we recognise and acknowledge that not all
shareholders shared this view.
Looking forward to 2026/27, we will continue
our implementation of the hybrid structure,
which is working as intended through the
management team ā providing a continued
focus on driving long-term performance in key
shareholder metrics (earnings per share (EPS),
total shareholder return (TSR) and return on
capital employed (ROCE)), while also ensuring
we build long-term shareholdings to align and
retain our talented executive team. In line with
the commitment made last year, which was an
important part of securing support from our
shareholders, the award level for the CEO will
reduce this year, to align with the normal award
level under the Policy (200% performance
shares, 50% restricted shares), calibrated to
reflect the 50% discount on what his equivalent
LTIP award would have been. Full details of
proposed packages for the year ahead are
described below. We are confident that our
shareholders are supportive of this approach,
which reflects a market-aligned award level
against our FTSE 75-125 peer group.
On behalf of the Committee, I would like to again
thank shareholders that took part in the various
engagement processes and for the valuable
feedback they have provided. We remain fully
committed to a transparent ongoing dialogue
with shareholders, stakeholders and proxy
voting agencies and we will continue to engage
on remuneration and other matters.
STRATEGIC REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
101
GOVERNANCE REPORT
KEY ACTIVITIES DURING THE YEAR
MAY 2025
ā Approved the 2025 Policy and considered
shareholder feedback
ā Approved the 2024/25 Annual Incentive, J2G
LTIP Award and 2022 LTIP Award outcomes
ā Approved the final design of the 2025/26
Annual Incentive and 2025 share plans
design for the ExCo, senior management
and all employees
ā Approved Executive Directors, ExCo and
senior management share awards
ā Approved the 2025 Directorsā
Remuneration Report
ā Reviewed the approach to the wider
workforce remuneration
ā Received an overview of the European
Union Pay Transparency Directive
JULY 2025
ā Reviewed and approved the 2025/26 Annual
Incentive targets
ā Considered shareholder feedback to the
2025 Policy
NOVEMBER 2025
ā Discussed and agreed the approach to
further engagement with shareholders on
the 2025 Policy
ā Approved the remuneration package on
appointment of the new President, Americas
DECEMBER 2025
ā Reviewed the proposed share awards to
eligible employees who joined the Group
between June and December 2025
ā Approved the remuneration package on the
appointment of the new Chief Customer
Experience Officer
ā Reviewed the Remuneration Advisor
performance and fees for the year
ā Received a market update from the
Remuneration Advisor
MARCH 2026
ā Reviewed the initial view of the 2025/26
Annual Incentive and 2023 LTIP Award
outcomes against the performance targets
ā Approved the 2026 LTIP and 2026/27
Annual Incentive plan design
ā Reviewed the share ownership status of
Executive Directors and the ExCo
ā Reviewed the Committee annual
performance review
ā Reviewed the Terms of Reference for
the Committee and All-Employee Share
Plans Committee
ā Reviewed the 2025 Gender Pay Gap Report
Directorsā Remuneration report continued
Each year we make systemic progress against
our strategy to ensure globally that our people
feel a sense of belonging. This includes policy
implementation around neurodiversity, growth
of our ERGs to support our people, and the
implementation of a Veteranās community.
Additionally, we continue to grow our mental
health first aiders across the Group with an
additional cohort in Germany.
The wellbeing of our people remains an ongoing
priority for the Group and we will continue to
review our reward offering to ensure it reflects
our reward philosophy and supports colleague
wellbeing through inclusive and flexible benefits.
As we look ahead, we are preparing for the
implementation of the European Union Pay
Transparency Directive across our European
operations. This development further reinforces
our commitment to fostering a transparent and
equitable approach to pay, which remains a
central pillar of our Reward Philosophy.
Looking forward
I am proud of the work the Committee has
done during the year and would like to thank
the Committee members for their contribution.
Once again, I would also like to thank our
shareholders for the time taken to engage with
us during the year and their continued support
at the last AGM. I hope that you will join the
Board in supporting the resolution to approve
the 2025/26 Directorsā Remuneration report, to
be put to shareholders at the 2026 AGM.
Joan Wainwright
Chair of Remuneration Committee
19 May 2026
RS Group plc Annual Report and Accounts 2026
102
SUMMARY OF THE 2025 DIRECTORSā
REMUNERATION POLICY
2025 Directorsā Remuneration Policy
The Policy was approved by shareholders at the AGM held on 17 July 2025 and became effective from that date. A summary of key terms in the Policy is set out below and the full Policy as approved by
shareholders is available in the Corporate Governance section of our website at rsgroup.com. Details of how the Policy has been applied during the year can be found throughout the Annual Report on
Remuneration on pages 107 to 111.
Component: Base salary
Element Details
Objective To provide a market-competitive level of fixed pay reflecting the scale and complexity of our business enabling us to attract and retain global talent.
Operation Generally reviewed each year, with increases normally effective from 1 June. Salaries are set by the Committee to reflect factors which include the scale and complexity of
the Group, the scope and responsibilities of the role, the skills, experience and performance level of the individual, the overall total compensation opportunity, and the
Committeeās assessment of the competitive environment, including consideration of appropriate market data for companies of broadly similar size, sector and international
scope to RS Group plc.
Opportunity There is no prescribed maximum salary.
Base salary increases are applied in line with the outcome of the annual review. Factors that are considered include: increases for other employees, changes in role and
responsibilities, market levels, and individual and Company performance. Salary increases will normally be based on the same framework which applies across the UK
employee population.
Performance measures Not applicable.
Component: Pension
Element Details
Objective To provide a level of retirement benefit that is competitive in the relevant market and aligned to the approach for the employee population.
Operation Executive Directors may participate in the defined contribution section of the group pension scheme or receive a cash supplement in lieu.
Opportunity A maximum contribution or cash supplement from the Company for any Executive Directors will be in line with the maximum rate taken by the majority of the wider UK
workforce (currently 10.5% of salary).
Performance measures Not applicable.
STRATEGIC REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
103
GOVERNANCE REPORT
Component: Benefits
Element Details
Objective To provide benefits in line with the relevant market.
Operation Executive Directors are provided with a company car (or a cash allowance in lieu thereof) and medical insurance. Other benefits may be provided or introduced from time to
time to ensure the benefits package is appropriately competitive and reflects the circumstances of the individual Executive Director.
Opportunity While there is no prescribed maximum, Executive Directors do not normally receive total taxable benefits exceeding 10% of base salary and it is not currently anticipated
that the cost of benefits provided will exceed this level in the years over which this Policy will apply. The Committee retains the discretion to approve a higher cost where
appropriate (for example, relocation expenses or expatriation allowance) or in circumstances where factors outside the Companyās control have changed materially (for
example, market increases in insurance costs).
Performance measures Not applicable.
Component: Annual Incentive
Element Details
Objective To focus Executive Directors on achieving demanding annual targets relating to Group performance. The deferral element ensures focus on our longer-term business goals.
Operation Performance targets are normally set at the start of the financial year taking into account the annual targets and objectives agreed by the Board. After the end of the financial
year, the Committee determines the extent to which these targets have been achieved.
A proportion of the total annual incentive payment (currently one-third) is delivered in the form of deferred shares in the Company under the Deferred Share Bonus Plan
(DSBP). These shares normally vest after a period of two years, subject to continued employment. Dividend equivalents may be payable on shares which vest and may be
delivered in the form of shares. The remainder is paid in cash after the year end.
Malus and clawback provisions apply to all elements of the Annual Incentive.
The Committee will operate the DSBP in accordance with the rules of the plan.
Opportunity The maximum opportunity in respect of a financial year is 150% of base salary.
Performance measures Payment is determined by reference to performance, assessed over one financial year based on financial and strategic performance measures which the Committee
considers to be aligned to the strategy and the creation of shareholder value.
The performance measures and weighting for Awards to be granted in 2026/27 are summarised on page 107.
The performance measures and weightings are normally agreed by the Committee at the start of each year, according to annual business priorities. The overall framework will
normally be weighted towards financial measures of performance. The Committee retains discretion to use different or additional measures and weightings to ensure that
the annual incentive framework appropriately supports the business strategy and objectives for the relevant year.
The Committee has discretion to adjust the formulaic annual incentive outcomes to ensure alignment of pay with performance and fairness to shareholders and participants.
The Committee also has the discretion to adjust targets for any exceptional events that may occur during the year. Any such discretion will be within the limits of the plan and
will be fully disclosed in the relevant Annual Report on Remuneration.
Before any incentive may pay out, a threshold level of adjusted profit before tax excluding restructuring must be achieved. For threshold performance, the annual
incentive payout will not normally exceed 10% of the maximum opportunity. For target performance, the annual incentive payout will be no higher than 50% of the
maximum opportunity.
Summary of the 2025 Directorsā Remuneration Policy continued
RS Group plc Annual Report and Accounts 2026104
Component: Long-term incentive
Element Details
Objective To link the largest part of the Executive Directorās annual package with long-term business performance, while ensuring the Group can reward on a through-cycle
basis, and attract and retain Executives globally. Performance metrics are aligned with shareholdersā interests and the holding period ensures a focus on sustainable
long-term performance.
Operation Awards of shares may be made annually under the Companyās LTIP, in the form of conditional shares or nil-cost options. Dividend equivalents may be payable on any shares
vesting and may be delivered in the form of shares. Under the hybrid structure, awards of both Performance Shares and Restricted Shares will be made. These awards will
vest over a period of three years subject to continued employment and the satisfaction of the performance measures (for the Performance Shares) and the discretionary
underpin (for the Restricted Shares), as described below. There will be a further holding period of two years following vesting. Malus and clawback provisions apply.
The Committee will operate the LTIP in accordance with the rules of the plans.
Opportunity The maximum LTIP award in respect of a financial year will comprise of:
ā A maximum Performance Share award of 250% of salary; and
ā A maximum Restricted Share award of 100% of salary
Awards will normally be granted below these maximum award level.
Performance measures Vesting of the Performance Shares will be determined by reference to performance assessed over a period of at least three years, based on performance measures which
the Committee considers to be aligned with the delivery of strategy and long-term shareholder value. The performance measures are determined annually and will normally
include metrics linked to profitability, shareholder value and capital efficiency.
The level of vesting for threshold performance of the Performance Shares will be no higher than 25% of maximum. Additionally, for the Award to vest, the Committee must be
satisfied that there has been a sustained improvement in the Companyās underlying financial performance. The Committee has discretion to adjust the formulaic outcomes
if it does not appropriately reflect underlying performance over the period or is not appropriate in the context of circumstances that were unexpected or unforeseen when
awards were made. The Committee also has discretion to adjust targets if it considers that an amended target is reasonable, appropriate and would not be materially more or
less difficult to satisfy than when it was originally set.
Whilst the Restricted Share awards provide greater certainty of reward by their very nature, the Committee will ensure any value delivered to Executive Directors is fair
and appropriate in the context of the business performance and experience of our shareholders. As a result, they are subject to a discretionary underpin that guides the
Committee when determining whether any discretion needs to be applied to reduce, including to zero, the final vesting of awards. The underpin is based on a holistic review
of overall business performance delivered over the vesting period, as determined by the Committee. In assessing the underpin, the Committee will consider the Groupās
overall performance by reference to a range of factors including, but not limited to, underlying financial health in the context of the Boardās expectations and the market
environment, strategic execution, and progress towards our sustainability commitments.
STRATEGIC REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
105
GOVERNANCE REPORT
Summary of the 2025 Directorsā Remuneration Policy continued
Component: Share ownership requirement
Element Details
Objective To align Executive Director and shareholder interests and reinforce long-term decision making.
Operation Executive Directors are expected to build up and retain a personal holding in RS Group plc shares:
ā CEO ā holding of 400% of base salary
ā CFO ā holding of 250% of base salary
To support this objective, Executive Directors are expected to retain at least 50% of any share awards that vest (net of tax) until this guideline is met. Unvested DSBP awards
and vested LTIP awards in a holding period will count towards this guideline (on a net-of-tax basis).
Opportunity Not applicable.
Performance measures Not applicable.
Component: Post-employment share ownership requirement
Element Details
Objective To create long-term alignment between Executive Director and shareholder interests by ensuring a shareholding is retained in the period after an Executive Director has left
the Group.
Operation Executive Directors are required to retain a personal holding in RS Group plc shares for a period of two years after leaving the Board/Company. The level of required
shareholding is equal to that of the in-employment guideline (for the CEO this is 400% of salary and for the CFO this is 250% of salary) or, if lower, the actual shareholding
at the date of leaving the Board/Company. The actual shareholding at cessation includes only shares which have vested (or are in a deferral or holding period, on a net-of
tax basis).
Opportunity Not applicable.
Performance measures Not applicable.
RS Group plc Annual Report and Accounts 2026
106
This part of the Remuneration Report has been prepared in accordance with Part 3 of the revised
Schedule 8 set out in The Large and Medium-sized Companies and Groups (Account and Reports)
(Amendment) Regulations 2013 and Listing Rule 6.6.6R. The Annual Report on Remuneration will be
put to an advisory shareholder vote at the forthcoming AGM.
2025 Directorsā Remuneration Policy implementation for the year ending 31 March 2027
Executive Directors
Base salary
Base salary for the Executive Directors effective from 1 June 2026 are shown below.
ī¢
Base salary
effective
1 June 2026
Base salary
effective
1 June 2025 Change
Simon Pryce Ā£870,300 Ā£845,000 3%
Kate Ringrose Ā£551,600 Ā£530,450 4%
Consistent with previous years and the principles we apply when reviewing base salary through the
organisation, a number of factors, including performance, market position and relativity to the wider
workforce, were considered by the Committee for the Executive Directors. This year, the average
expected increase for the wider UK workforce is 3%. Following a review of the Executive Directors
salaries, the Committee determined that both Executive Directors salaries, Simon Pryceās salary will
be increased by 3% and Kate Ringroseās salary will be increased by 4%.
Benefits
Benefits will be provided in accordance with the Policy. There are no changes in benefits compared to
the prior year.
Pension
The pension rate for Executive Directors is 10.5% of base salary, which aligns with the rate for the
majority of the wider UK employee population.
Performance-related annual incentive
The maximum annual incentive opportunity for Executive Directors will remain unchanged at 150%
of base salary.
The annual incentive will be based on a balanced set of key financial and strategic targets for the year,
as set out below:
Weighting
Adjusted profit before tax excluding restructuring 25%
Adjusted free cash flow excluding restructuring 25%
Like-for-like Group revenue change 20%
CO
2
e reduction (Scope 1 and 2 emissions) 10%
NPS 10%
Individual strategic targets 10%
As set out in the Chairās letter on pages 100 to 102, the Annual Incentive for 2026/27 will continue
to be based on key financial and strategic targets for the year. The Committee reviewed the
performance measures and felt that these remain appropriately aligned with strategy and our
objectives for the year ahead. In recognition of the strategic importance of delivering for our
customers (discussed further on page 11), the weighting of the NPS) measure will be increased from
5% to 10%. The remainder of the incentive will continue to be based on an appropriately balanced
mix of key metrics: adjusted profit before tax excluding restructuring (25%), adjusted free cash flow
excluding restructuring (25%), like-for-like Group revenue change (20%), CO
2
e reduction (Scope 1 and
2 emissions) (10%) and individual strategic targets (10%).
The Annual Incentive targets are considered to be commercially sensitive and will therefore be
disclosed retrospectively in next yearās report. For 2026/27, before any incentive may be paid to
Executive Directors, a threshold level of adjusted PBT must be achieved.
One-third of any incentive earned by Executive Directors will be deferred into shares for a further two
years under the DSBP.
2026 LTIP Award
In line with the Policy, awards will be made under the hybrid structure in 2026, combining awards
of Performance Shares and Restricted Shares. Award sizes for the Executive Directors are set out
in the table below, and are consistent with normal award levels under the Policy. For the CEO, this
represents a reduction in award size from 2025.
ī¢ Performance Shares Restricted Shares
Simon Pryce 200% of salary 50% of salary
Kate Ringrose 170% of salary 40% of salary
ANNUAL REPORT
ON REMUNERATION
STRATEGIC REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
107
GOVERNANCE REPORT
Implementation of Directorsā Remuneration Policy
for the year ended 31 March 2026
Single figure for total remuneration for Executive Directors (audited)
The following table provides a single figure for total remuneration of the Executive Directors for the
year ended 31 March 2026 and the prior year.
Simon Pryce Kate Ringrose
ī¢ 2026 2025ī¢ 2026 2025
Base salary Ā£832,950 Ā£768,946 Ā£527,875 Ā£512,500
Taxable benefits
1
Ā£18,052 Ā£17,463 Ā£16,252 Ā£15,458
Pension benefit
2
Ā£87,460 Ā£80,739 Ā£47,093 Ā£53,812
Total fixed Ā£938,462 Ā£867,148 Ā£591,220 Ā£581,770
Annual incentive
3
Ā£665,438 Ā£608,499 Ā£417,729 Ā£393,975
LTIP 0 ā 0 ā
Buy-out
4,5
ā ā ā Ā£141,128
SAYE award discount
6
Ā£4,562 ā Ā£4,562 ā
Total variable Ā£670,000 Ā£608,499 Ā£422,291 Ā£535,103
Total Ā£1,608,462 Ā£1,475,647 Ā£1,013,511 Ā£1,116,873
1. Taxable benefits consist of medical benefits and car allowance.
2. Simon received the amounts shown above as a cash supplement in lieu of pension. In 2025/26, Kate received
a contribution of Ā£10,000 to the defined contribution pension plan and received a further Ā£37,093 as a
cash supplement in lieu of pension. No Executive Director has prospective benefits under a defined benefit
pension relating to qualifying service.
3. Annual incentive shows the full value of the annual incentive in respect of each year. For 2025/26 the final
outcome of the incentive was 52.5% of maximum for both Simon Pryce and Kate Ringrose. This value will
be delivered as one-third shares (which will vest after two-years) and two-thirds cash. For 2024/25 the final
outcome of the incentive was 52.5% of maximum for Simon Pryce and 51.0% of maximum for Kate Ringrose.
This value was delivered as one-third shares and two-thirds cash.
4. The buy-out vesting value in 2024/25 shows the value of Kate Ringroseās performance share sign-on award
which vested on 30 June 2024. The award granted Kate over 25,973 shares on 14 November 2023. The value
of the sign-on award is based on the share price on the date of vesting 701.5p. The figure includes dividend
equivalent shares to the value of Ā£5,493. The value of Kateās award declined over the period between grant
and vest by Ā£2,340, due to share price depreciation. Full details can be found on page 124 of last yearās report.
5. Malus and Clawback provisions were not operated in the year.
6. The Save as You Earn (SAYE) discount shown for 2025/26 is the difference between the grant date value per
share and the exercise price; the exercise price was 452.00p.
Vesting of performance shares will be determined in accordance with the following performance
targets measured over the three years ending 31 March 2029 as follows:
Measure Weight
Threshold
(25% of max)
Maximum
(100% of max)
Adjusted EPS CAGR (three-year CAGR of the
2028/29 adjusted EPS, compared with the
2025/26 adjusted EPS)
1
50% 7.5% 15.0%
TSR (FTSE 350 index)
1,2
50% Median Upper quartile
ROCE (average of 2026/27, 2027/28, 2028/29) Underpin 15%
If the underpin is not met, the Committee will review
the formulaic level of vesting and consider whether it
would be appropriate to use its discretion to adjust the
level of vesting.
1. Straight-line vesting between measurement points.
2. TSR peer group comprises of the FTSE 350 index, excluding financial services and energy companies.
Taking account of internal forecasts of performance over the performance period, the challenging
market conditions in which the Group operates, our long-term growth ambitions and the
expectations of the investment community of the Groupās future potential performance, and the
adjusted EPS targets The performance shares will continue to be based on a combination of EPS
and TSR, with a ROCE underpin. For 2026, the EPS target range will be increased from 5-10% p.a. to
7.5%-15% p.a., reflecting our continued commitment to driving exceptional performance through our
incentives. The Restricted Share awards will be subject to the underpin as described on page 105.
The award will be subject to a post-vesting holding period of two years.
All-Employee share plans
Executive Directors can participate in any all-employee share schemes offered to all employees on
identical terms, with the exception of the 2025 and 2026 All-Employee share awards explained on
page 101.
Chairman and Non-Executive Directors
Following a review, the fees for Non-Executive Directors will be increased by 3%. The pay increases for
UK employees are expected to be an average of 3%. As the Chairmanās fee is well positioned against
the FTSE 75-125 peer group, the Chairmanās fee will increase by 2%. With effect from 1 April 2026, the
Chairmanās fees increased from Ā£393,070 to Ā£400,930 and the Non-Executive Directorsā fees were
increased from Ā£69,973 to Ā£72,072. The additional fees for the Audit and Remuneration Committee
Chairmanās fees and the roles in respect of employee engagement and Senior Independent Director
remain unchanged at Ā£17,000, Ā£10,000 and Ā£15,000 respectively.
Annual report on remuneration continued
RS Group plc Annual Report and Accounts 2026108
The Committee reviewed the bonus and LTIP outturns against a broader assessment of underlying
performance for our stakeholders over the respective performance periods. Overall, the Committee
concluded that both outcomes described above were appropriate and no further adjustments
were made.
Measure and
weighting
Performance
level
% Payout
performance
level Target
Actual
performance
Simon Pryce
earned
incentive
(% of max)
Kate Ringrose
earned
incentive
(% of max)
Adjusted profit before
tax excluding
restructuring (25%
weighting)
Threshold 0.0% Ā£232.2m Ā£248.6m 10.2% 10.2%
Target 12.5% Ā£252.2m ī¢ ī¢ ī¢
Maximum 25.0% Ā£264.2m ī¢ ī¢ ī¢
Adjusted free cash flow
excluding restructuring
(25% weighting)
Threshold 0.0% Ā£107.5m Ā£204.7m 25.0% 25.0%
Target 12.5% Ā£127.5m ī¢ ī¢
Maximum 25.0% Ā£139.5m ī¢ ī¢
Like-for-like Group
revenue change
(25% weighting)
Threshold 0.0% 0.1% (0.5)% 0.0% 0.0%
Target 12.5% 3.1% ī¢ ī¢
Maximum 25.0% 5.1% ī¢ ī¢
Transactional NPS
(4% weighting)
Threshold 0.0% 48.5 45.2 0.0 0.0
Target 2.0% 48.7 ī¢ ī¢
Maximum 4.0% 49.1 ī¢ ī¢
Relational NPS (excl.
Japan)
(1% weighting)
Threshold 0.0% 39.3 35.5 0.0 0.0
Target 0.5% 39.8 ī¢ ī¢
Maximum 1.0% 40.3 ī¢ ī¢
CO
2
e reduction (Scope
1 and 2 emissions)
(10% weighting)
Threshold 0.0% 3.8% 10.0% 10.0% 10.0%
Target 5.0% 5.4%
Maximum 10.0% 6.9%
Individual strategic
targets (detailed on
page 110)
Up to 10% 7.5% 7.5%
Formulaic incentive
outcome
52.7% 52.7%
Adjusted incentive
outcome (0.2)%
52.5% 52.5%
Incentive outcomes for the year ended 31 March 2026 (audited)
Annual incentive in respect of performance for the year ended 31 March 2026
The performance measures, target ranges and performance against each of the measures for the
2025/26 Annual Incentive are outlined in the table to the right. Targeted performance was calibrated
to deliver an incentive of 75% of salary for the Executive Directors (50% of the maximum opportunity),
with incentive payments worth up to 150% of salary for achieving stretch performance targets.
The formulaic outcome against the stretching targets set was 45.2%. During the final review,
the Committee then determined together with management that it would be appropriate to
reduce the outcome by 0.2% to ensure internal consistency in annual incentive outcomes across
the Group. This results in an adjusted outcome of 45.0% of maximum. Including the individual
strategic measures, the adjusted bonus outcomes are 52.5% of maximum for both Simon and Kate.
Further background on financial and strategic performance for the year ended 31 March 2026 is
provided in the Strategic report.
2023 LTIP Awards vesting
An award of shares was made under the LTIP in May 2023 to Simon Pryce of over 236,414 shares
and to Kate Ringrose in November 2023 of over 175,168 shares. These awards are subject to vesting
based 50% on adjusted EPS compound annual growth rate (CAGR) and 50% on the Companyās
TSR versus the industrial/electronics peer group with a ROCE underpin over the three years ended
31 March 2026. Performance targets, and actual performance against these is summarised in the
table below:
Measure Weight
Threshold
(25% of max)
Maximum
(100% of max)
Performance
achieved
Vesting
(% of
maximum)
Adjusted EPS (three-year CAGR
of the 2025/26 adjusted EPS,
compared with the 2022/23
adjusted EPS)
1
50% 5% 10% (15.3)% 0%
TSR (vs industrial/electronic peer
group)
1,2
50% Median Upper quartile Below
Median
0%
ROCE (average over 2023/24,
2024/25, 2025/26)
Underpin
20%
ī¢ ī¢ 15.9% ī¢
Total 2023 LTIP Award vesting ī¢ ī¢ ī¢ 0% 0%
1. Straight-line vesting between measurement points.
2. TSR peer group comprises ABB, Arrow Electronics, Avnet, Bunzl, Datwyler, Essentra, Fastenal, Ferguson, MSC
Industrial Direct, Rexel, Rockwell, Schneider, Siemens, TE Connectivity, WESCO International and WW Grainger.
Following the end of the performance period, the Committee determined that as the threshold level
of performance was not achieved on either performance measure nor the underpin, the awards
should lapse in full.
STRATEGIC REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
109
GOVERNANCE REPORT
Kate Ringrose
Individual strategic targets Outcomes
Design deliver and embed step change
improvements to key financial processes,
driving accuracy and insight for
decision making.
Exceeded ā key financial process upgrades
delivered. Improved forecasting accuracy and
consistency. Standard programme management
process and tools launched providing enhanced
insights, decision making and prioritisation.
Elevate organisation capability through
new global control framework and
effective monitoring.
Exceeded ā Designed and commenced
implementation of enhanced risk based
controls framework.
Continue to ensure efficiency and
effectiveness of operating model including
Enterprise Resource Planning (ERP).
Exceeded ā On-going effectiveness monitored,
opportunities identified. Clear plan and delivery
resources in place. High level S4/HANA process
architecture complete. Data cleanse and
migration on track. Risk mitigated programme
planning complete.
Build highly engaged, inclusive and motivated
finance organisation.
Fully met ā finance transformation plan
commenced. Enhanced people capability and
experience. Improved engagement scores
across function.
Simon Pryce
Individual strategic targets Outcomes
Continue to drive cultural evolution,
embedding values and promoting belonging
within an appropriate risk management and
control environment.
Exceeded ā Continued to drive cultural evolution,
embedding values and supported by successful
launch of belonging strategy. Overall engagement
score increased to 75.
Review and develop an evolution of the
operating model to improve efficiency,
optimise product and trading flows and
enhance the customer experience.
Fully met ā On-going effectiveness monitored and
opportunities identified. Clear plan and delivery
resources in place, milestones met.
Enhancing people bench strength. Exceeded ā Strong people capability enhancements
and improved bench strength. Global leadership
program designed and launched, delivering
measurable improvements in leadership approach,
behaviours and decision making.
Continue effective communication and execution
of the Group strategic plan.
Exceeded ā Completed strategy review reflecting
internal experience, external trends, market
developments, competitor analysis and customer and
supplier insights. Successful cascade throughout the
business and translated into updated execution plans.
Value creating acquisition executed and integration
of acquired businesses delivering ahead of plan.
Disciplined capital allocation.
Drive material enhancements in customer
strategy and experience.
Fully met ā Enhanced experiences enabled. Created
potential based segmentation to support more
targeted activation in 2026/27. Global digital
commerce engine design and build on plan.
Annual report on remuneration continued
RS Group plc Annual Report and Accounts 2026110
Total pension entitlements (audited)
The pension rate for Executive Directors is 10.5% of base salary, which aligns with the rate for the
majority of the wider UK employee population.
Chairman and Non-Executive Director remuneration
Single figure for total remuneration for Non-Executive Directors (audited)
The table below sets out a single figure for the total remuneration received by each Non-Executive
Director for the year ended 31 March 2026 and the prior year:
ī¢
Total fees Taxable expenses Total
ī¢ 2026 2025 2026 2025 2026 2025
Rona Fairhead Ā£393,070 Ā£385,360 Ā£4,604 Ā£3,998 Ā£397,674 Ā£389,358
Alex Baldock Ā£69,973 Ā£67,935 Ā£781 Ā£583 Ā£70,754 Ā£68,518
Louisa Burdett
1
Ā£63,574 Ā£82,935 Ā£1,520 Ā£735 Ā£65,094 Ā£83,670
Carole Cran
2
Ā£82,515 Ā£22,645 Ā£512 Ā£3,351 Ā£83,027 Ā£25,996
Navneet Kapoor
3
ā Ā£50,951 ā Ā£3,009 ā Ā£53,960
Bessie Lee Ā£79,974 Ā£72,935 Ā£4,318 Ā£9,343 Ā£84,292 Ā£82,278
Miles Roberts
4
Ā£69,973 Ā£5,661 Ā£1,112 Ā£51 Ā£71,085 Ā£5,712
David Sleath Ā£84,974 Ā£82,935 Ā£951 Ā£660 Ā£85,925 Ā£83,595
Joan Wainwright Ā£96,973 Ā£87,935 Ā£8,835 Ā£12,431 Ā£105,808 Ā£100,366
1. Louisa Burdett stepped down as Chair of the Audit Committee and as a member of the Board on 15 July 2025
and 31 January 2026 respectively.
2. Carole Cran was appointed as a Director of the Board and Chair of the Audit Committee on 1 December 2024
and 15 July 2025 respectively.
3. Navneet Kapoor stepped down from the Board on 31 December 2024.
4. Miles Roberts was appointed as a Director of the Board on 1 March 2025.
For 2025/26, the Non-Executive Directors received base fees of Ā£69,973 per annum. Fees were paid
on a pro-rata basis, reflecting length of time in the role. Additional fees of Ā£15,000 and Ā£17,000
per annum were paid in respect of the Senior Independent Director role and to the Chairs of the
Audit and Remuneration Committees respectively. The Chair of the Nomination Committee role
was conducted by Rona Fairhead, Chairman. Rona did not receive an additional fee for chairing the
Nomination Committee. Bessie Lee and Joan Wainwright each received an additional fee of Ā£10,000
per annum for their role as the Boardās representatives on employee engagement.
Scheme interests awarded during the year ended 31 March 2026 (audited)
2025 LTIP Award
During the year the following LTIP Awards were granted to the Executive Directors:
ī¢
Performance sharesī¢ Restricted sharesī¢
ī¢ Simon Pryceī¢ Kate Ringroseī¢ Simon Pryceī¢ Kate Ringroseī¢
Basis of award (% of base salary)ī¢ 250%ī¢ 170%ī¢ 100%ī¢ 40%ī¢
Number of performance shares awarded
1ī¢
383,393ī¢ 163,659 153,357 38,508
Award date face valueī¢ Ā£2,112,500 Ā£901,765 Ā£845,000 Ā£212,180
Threshold vesting outcomeī¢ 25%ī¢ 25% N/Aī¢ N/Aī¢
Performance/underpinī¢periodī¢ ī¢1 April 2025 ā 31 March 2028ī¢
Post-vesting holding periodī¢ ī¢Two yearsī¢
1. Awards were made using the average of the share price for the thirty dealing days immediately preceding the
grant date of 5 June 2025, being 551.00p.
The performance conditions for the performance shares are as follows:
ī¢ LTIP targets
Measure Weight
Threshold
(25% of max)
Maximum
(100% of max)
Adjusted EPS CAGR (three-year CAGR of the
2027/28 adjusted EPS compared with the
2024/25 adjusted EPS)
1
50% 5% 10%
TSR (FTSE 350 peer group)
1,2
50% Median Upper
Quartile
ROCE (average of 2025/26, 2026/27, 2027/28) Underpin at 15%. If the underpin is not met, the
Committee will review the formulaic level of vesting and
consider whether it would be appropriate to use its
discretion to reduce the level of vesting.
1. Straight-line vesting between measurement points.
2. TSR peer group is detailed on page 108.
The restricted share awards are subject to the discretionary underpin detailed on page 105.
STRATEGIC REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
111
GOVERNANCE REPORT
Annual report on remuneration continued
ī¢
ī¢
Base salary/fees Taxable benefitsī¢
ī¢
Annual incentive
ī¢
Change
2026
Change
2025
Change
2024
Change
2023
Change
2022
Change
2026
Change
2025
Change
2024
Change
2023
Change
2022
Change
2026
Change
2025
Change
2024
Change
2023
Change
2022
Simon Pryce
1
8.3% 2.6% 850.3% 2.8% 9.6% 3.4% 1.7% 100% N/A N/A 9.4% 100% N/A N/A N/A
Kate Ringrose
2
3.0% 1.7% N/A N/A N/A 5.1% 4.7% N/A N/A N/A 6.0% 100% N/A N/A N/A
Rona Fairhead
3
2.0% 2.0% 3.0% 4.8% 223.1% N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Alex Baldock
4
3.0% 2.0% 3.0% 4.8% N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Louisa Burdett
5
(23.3)% 1.6% 2.4% 3.9% 9.6% N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Carole Cran
6
264.4% N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Navneet Kapoor
7
N/A 2.0% 23.5% N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Bessie Lee
8
9.7% 1.9% 2.8% 5.8% 9.8% N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Miles Roberts
9
1,136% N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
David Sleath
10
2.5% 1.6% 2.4% 3.9% (2.1)% N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Joan Wainwright
11
10.3% 0.6% 24.0% 7.0% 9.8% N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
UK-based ExCo
and employee population
12
3.5% 4.3% 7.4% 8.1% 1.9% 13.6% (6.8)% (8.3)% 5.6% (6.4)% 16.1% (251.6)% 17.1% 20.3% 17.7%
1. Simon Pryce stepped down as Chair of the Remuneration Committee on 14 March 2023 and as a Non-Executive Director with effect from 2 April 2023, following confirmation of his appointment as CEO of the Group effective
3 April 2023. The very large percentage increase for 2023/24 simply reflects this transition of Simonās role from a Non-Executive Director to an Executive Director.
2. Kate Ringrose was appointed as CFO of the Group effective 2 October 2023.
3. Rona Fairhead was appointed to the Board on 1 November 2020 as Non-Executive Director and received the Non-Executive Director base fee until she became Chairman and Chair of the Nomination Committee on
1 February 2021, at which point her fee was increased to the Chairmanās fee at that time of Ā£350,000.
4. Alex Baldock was appointed to the Board on 1 September 2021.
5. Louisa Burdett stepped down as Chair of the Audit Committee and as a member of the Board on 15 July 2025 and 31 January 2026 respectively.
6. Carole Cran was appointed as a Director of the Board and Chair of the Audit Committee on 1 December 2024 and 15 July 2025 respectively.
7. Navneet Kapoor was appointed to the Board on 1 June 2022 and stepped down from the Board on 31 December 2024.
8. Bessie Lee was appointed as Board employee engagement representative on 1 June 2021.
9. Miles Roberts was appointed to the Board on 1 March 2025.
10. David Sleath stepped down as Chair of the Nomination Committee on 31 January 2021.
11. Joan Wainwright was appointed as Board employee engagement representative on 1 June 2021 and Chair of the Remuneration Committee on 14 March 2023.
12. The annual percentage change in annual incentive is calculated by reference to the annual incentive payable in respect of performance applicable to the financial year for Executive Directors and by reference to all incentive
payments received during the financial year for all employees.
Percentage change in remuneration of the Directors and employees as 31 March 2026
The table below shows the percentage change in the annual cash remuneration of the Directors (comprising base salary/fees, the value of taxable benefits and earned annual incentives), as disclosed in the
single figure for total remuneration (see the tables on page 108 for Executive Directors and on page 111 for the Non-Executive Directors) from the prior year compared with the average percentage change
for all UK employees of RS Group plc. If the Directors did not serve a full year their base salary/fee is annualised.
RS Group plc Annual Report and Accounts 2026
112
Performance graph and table
The following graph shows the ten-year TSR performance of the Company relative to the FTSE 250, FTSE 100 and All Share Indices. The FTSE All Share, FTSE 100 and FTSE 250
are broad equity market indices of which RS Group plc has been a member in this period. The table below details the CEOās single figure of remuneration for the same period.
Total shareholder return
(value of Ā£100 invested on 31 March 2016).
0
50
100
200
300
400
150
250
350
450
550
500
2016 2017 2018 2019 2020 2021 2022 2023 2024
2026
2025
Source: Datastream
A
FTSE 250FTSE All ShareFTSE 100RS Group
A
B
B
C
D
D
C
ī¢
Year ended
31 March 2017
Year ended
31 March 2018
Year ended
31 March 2019
Year ended
31 March 2020
Year ended
31 March 2021
Year ended
31 March 2022
Year ended
31 March 2023
Year ended
31 March 2024
Year ended
31 March 2025
Year ended
31 March 2026
Year Lindsley Ruth
1
Lindsley Ruth Lindsley Ruth Lindsley Ruth Lindsley Ruth Lindsley Ruth Lindsley Ruth
2
David Egan
3
Simon Pryce
4,5
Simon Pryce
5
Simon Pryce
6
CEO total remuneration (Ā£000s) 1,401 4,410 4,421 2,551 2,578 2,976 1,813 487 850 1,476 1,608
Annual incentive award
(as a % of maximum opportunity)
82.5% 90.1% 68.0% 21.7% 80.8% 80.0% 63.2% 63.2% 0%
4
52.5% 52.5%
LTIP award vesting
(as a % of maximum opportunity)
N/A
1
100% 100% 91.3% 74.7% 46.0% 50.0% 50.0% N/A
5
N/A
5
0.0%
6
1. Lindsley Ruth joined the Company in 2015 and therefore did not receive any vested LTIP Awards in 2017.
2. Lindsley Ruthās remuneration for the year ended 31 March 2023 was pro-rated to reflect that he stepped down from the role of CEO on 16 December 2022.
3. David Eganās remuneration for the year ended 31 March 2023 was adjusted to reflect the period he acted as CEO (3 November 2022 to 31 March 2023).
4. Simon Pryce did not receive an incentive award for the year ended 31 March 2024. Full details of the incentive outcomes are detailed on page 107 of the 2023/24 report.
5. Simon Pryce was appointed as CEO in 2023 and did not receive any vested LTIP Awards in 2024 and 2025.
6. Simon Pryce did not receive a vested LTIP Award in 2026 as the 2023 LTIP Award did not meet the required threshold level of performance. Full details of this award are set out on page 109.
STRATEGIC REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
113
GOVERNANCE REPORT
Annual report on remuneration continued
CEO pay ratio reporting
Year Method 25th percentile pay ratio Median pay ratio 75th percentile pay ratio
2026
1
A 55:1 40:1 25:1
2025
2
A 53:1 40:1 24:1
2024 A 31:1 24:1 14:1
2023 A 104:1 80:1 48:1
2022 A 115:1 93:1 56:1
2021 A 99:1 88:1 49:1
2020 A 207:1 166:1 105:1
1. UK-based employee data and the CEO data was taken as at 31 March 2026.
2. The pay ratios for 2025 shown in last yearās report were incorrectly based on salary only and have been
re-stated above based on total compensation.
The Company adopted Method A in the regulations to calculate the pay ratios because this is
considered to be the most statistically robust methodology. Under Method A, the total pay and
benefits has been calculated on a full-time equivalent basis to identify the 25th percentile, median
and 75th percentile people.
The salary of the individuals at the 25th, 50th and 75th percentile in the table above for 2025/26
are Ā£25,770, Ā£32,285, and Ā£53,264 respectively. The total pay and benefits of the individuals at
the 25th, 50th and 75th percentile in the table above for 2025/26 are Ā£29,501, Ā£40,166, and
Ā£65,605 respectively.
A significant portion of CEO pay is delivered as variable pay which can change materially by year.
For 2026, the ratio has remained broadly consistent with the prior year, reflecting the similarity of
CEO incentive outcomes for those years. In line with the Companyās reward practices, the median pay
ratio employee receives a base salary at market rates for their role and is eligible for the full range
of benefits and bonus participation available to their peers of the same level within the organisation,
see page 116.
Payments for loss of office (audited)
There were no payments for loss of office during the year.
Payments to past directors (audited)
There were no payments to past directors during the year.
Relative importance of spend on pay
The graphs below show total dividends paid by the Company to shareholders and expenditure on
total employee pay for the year and the prior year, and the percentage change year-on-year.
106
105
Dividend
Ā£m
1%
20262025
500
496
Total employee pay expenditure
Ā£m
1%
20262025
The total employee pay expenditure figures above include labour exit costs set out in Note 8 on
pages 143 and 144.
Directorsā shareholdings (audited)
The interests of the Directors and their connected persons in the Companyās ordinary shares are
shown on the right, together with total share awards and share options and information on whether
the Executive Directors had met their shareholding requirements on 31 March 2026. For 2025/26,
Executive Directors are expected to continue to build up their personal holding in RS Group plc
shares. The shareholding requirement under the Policy is 400% and 250% of salary for Simon Pryce
and Kate Ringrose, respectively.
The value of the shares used to calculate whether the shareholding guideline is met is 652.00p,
being the average share price over the three months ended 31 March 2026. Between the year end
and the date of this Annual Report and Accounts, there has been no movement in current Directorsā
shareholdings. Details of the scheme interests contained in columns AāD of the table on the right are
provided in the āShare Awardsā table on page 115.
Executive Directorsā service contracts
Simon Pryce entered a service contract with an effective date of 3 April 2023. Kate Ringrose entered a
service contract with the Company with an effective date of 2 October 2023. Both contracts have no
fixed term and are subject to 12 monthsā notice by either party.
RS Group plc Annual Report and Accounts 2026
114
Directorās share scheme interests (audited)
Share awards
ī¢ Scheme Notes Date of award
Shares awarded
on 1 April 2025
Awarded
during the year
Vested during
the year
Lapsed during
the year
Shares held on
31 March 2026
Normal
vesting date
Simon Pryce LTIP 1 26 May 2023 236,414 ā ā ā 236,414 26 May 2026
ī¢ LTIP 1 5 Jun 2024 272,999 ā ā ā 272,999 5 Jun 2027
ī¢ LTIP 1 18 Jul 2025 ā 383,393 ā ā 383,393 18 Jul 2028
ī¢ Restricted Shares 2 18 Jul 2025 ā 153,357 ā ā 153,357 18 Jul 2028
ī¢ J2G LTIP 1 26 May 2023 355,427 ā ā 355,427 ā 21 Jul 2025
ī¢ DSBP ī¢ 5 Jun 2025 ā 36,811 ā ā 36,811 5 Jun 2027
Total ī¢ ī¢ ī¢ 864,840 573,561 āī¢ 355,427ī¢ 1,082,974 ī¢
Kate Ringrose ī¢ ī¢ ī¢ ī¢ ī¢ ī¢ ī¢ ī¢ ī¢
ī¢ Restricted signāon 3,4 14 Nov 2023 12,527 504 13,031 ā ā 30 Jun 2025
ī¢ LTIP 1 14 Nov 2023 175,168 ā ā ā 175,168 26 May 2026
ī¢ LTIP 1 5 Jun 2024 181,953 ā ā ā 181,953 5 Jun 2027
ī¢ LTIP 1 18 Jul 2025 ā 163,659 ā ā 163,659 18 Jul 2028
ī¢ Restricted Shares 2ī¢ 18 Jul 2025 ā 38,508 ā ā 38,508 18 Jul 2028
ī¢ DSBP ī¢ 5 Jun 2025 ā 23,833 ā ā 23,833 5 Jun 2027
Total ī¢ ī¢ ī¢ 369,648 226,604 13,031 ā 583,121 ī¢
1. All awards made to the Executive Directors under the LTIP awards are subject to performance conditions, set in prior year reports. The normal vesting date for the LTIP award is the third anniversary of grant.
2. Awards made to Executive Directors under the Restricted Share Incentive Plan are subject to a performance underpin.
3. The restricted signāon award is not subject to performance conditions and therefore has been disclosed in the Single Figure Remuneration table on page 108 accordingly.
4. Shares in lieu of dividends were awarded to Kate Ringrose upon vesting of the Restricted signāon award.
ī¢ ī¢ ī¢ ī¢ ī¢
Share awards held Options held
ī¢
Owned
outright
Shareholding
guideline
% base salary
Current
holding
% salary
Guideline
met?
RSU unvested, subject
to performanceī¢
(A)
LTIP unvested, subject
to performance
ī¢(B)
DSBP unvested, not
subject to performance
ī¢(C)
SAYE unvested, not
subject to performance
ī¢(D)
Simon Pryce 186,947 400% 144% No 153,357 892,806 36,811 4,037
Kate Ringrose 43,016 250% 53% No 38,508 520,780 23,833 4,037
Rona Fairhead 12,541 ī¢ ī¢ ī¢ ī¢ ī¢ ī¢ ī¢
Alex Baldock 2,239 ī¢ ī¢ ī¢ ī¢ ī¢ ī¢ ī¢
Louisa Burdett ā ī¢ ī¢ ī¢ ī¢ ī¢ ī¢ ī¢
Carole Cran 3,000 ī¢ ī¢ ī¢ ī¢ ī¢ ī¢ ī¢
Bessie Lee ā ī¢ ī¢ ī¢ ī¢ ī¢ ī¢ ī¢
Miles Roberts 7,860 ī¢ ī¢ ī¢ ī¢ ī¢ ī¢ ī¢
David Sleath 31,188 ī¢ ī¢ ī¢ ī¢ ī¢ ī¢ ī¢
Joan Wainwright ā ī¢ ī¢ ī¢ ī¢ ī¢ ī¢ ī¢
STRATEGIC REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
115
GOVERNANCE REPORT
Annual report on remuneration continued
Committee governance
Committee structure and meetings
The Committee is comprised of independent members. Joan Wainwright was appointed as Chair
in March 2023. Joan has been a member of the Committee since July 2021 and therefore meets
the requirements of the Code. Louisa Burdett stepped down as member of the Board and as a
Committee member with effect from 31 January 2026. There have been no further changes to
Committee membership during the year. Details of the skills and experience of the Committee
members can be found on pages 72 to 74.
The Committee held three scheduled and two unscheduled meetings during the year. Details of
attendance at meetings can be found on page 75.
The Chairman of the Board, CEO, CFO, other Board members, Company Secretary, Chief People
Officer and Vice President of Group Reward, were invited to attend Committee meetings to advise
on specific items and on matters relating to the performance and remuneration of senior managers,
other than in relation to their own remuneration. The Company Secretary acts as Secretary to the
Committee. Meetings of the Committee generally take place shortly before Board meetings, and
activities of the Committee are reported by the Chair to the Board as a separate agenda item.
The Committee Chair attends the Companyās AGM and is happy to answer any questions from
shareholders on matters falling within the Committeeās responsibilities. As described above, the
Committee Chair is also one of the Non-Executive Directors designated to undertake employee
engagement, therefore also providing employees the chance to raise direct remuneration-related
questions during the year.
Committee responsibilities
The role of the Committee is to consider the remuneration packages designed to promote the
long-term success of the Company and to ensure that Executive Directors and the ExCo are
compensated appropriately for their contributions to the Groupās performance, taking into
consideration the wider employee group. The Committee also considers the remuneration of the
Chairman of the Board. The Board determines the remuneration of the Non-Executive Directors.
No individual is present while decisions are made regarding their own remuneration.
The Committeeās key responsibilities have not changed during the year. The Committeeās Terms of
Reference are reviewed formally and approved annually and are available at: rsgroup.com.
Remuneration for the wider workforce
The remuneration for the wider workforce is based on principles broadly aligned with the Policy.
Annual salary reviews across the Group consider business performance, local pay and market
conditions, individual performance and salary levels for similar roles in comparable companies.
All employees, including the Executive Directors, the ExCo and senior management across the
Group are eligible to participate in an incentive programme. In line with typical market practice,
opportunities and performance measures vary by organisational level, geographical region and an
individualās role. Executive Directors and the ExCo are eligible to participate in the DSBP, LTIP and
Restricted Awards on similar terms, including share ownership requirements. Differences apply
where appropriate (e.g. in the grant levels awarded). Senior leaders may also be invited to participate
in the LTIP or receive Restricted Share awards. All our eligible employees can participate in the
Companyās all-employee share plans. This includes the All-Employee Share Award, see page 101 for
further information.
It is important that our people have the opportunity to share in the success of the business that they
help create. We achieved this in 2025/26 through:
Refresh of the Groupās reward philosophy to underpin the Groupās strategy and values
ā Continuation of our global recognition programme and platform aligned to the Groupās values
ā Providing the opportunity for all of our employees at all levels of the Group to participate in the
short-term incentive programme
ā Award of restricted shares to senior leaders below the ExCo
ā Launch of the All-Employee share plan to employees globally
ā Providing a SAYE plan to help our UK employees become shareholders
ā Providing a phantom SAYE plan in those countries outside the UK where it is legally possible to do
so (which is cash settled for participants)
Priorities for 2026/27
ā Continued embedding of our Reward philosophy across the organisation
ā Preparing for compliance with the forthcoming EU Pay Transparency legislation
ā Delivery of a second All-Employee share plan, enabling even more colleagues to
become shareholders
Share options
ī¢ Scheme Date of grant Vesting date Expiration date Exercise price
Shares under option
1 April 2025
Granted during
the year
Exercised during
the year
Lapsed during
the year
Shares under option
31 March 2026
Simon Pryce SAYE 6 Dec 2023 1 Feb 2027 31 Jul 2027 562.00p 3,300 ā ā 3,300 ā
ī¢ SAYE 3 Dec 2025 1 Feb 2029 31 Jul 2029 452.00p ā 4,037 ā ā 4,037
Total ī¢ ī¢ ī¢ ī¢ ī¢ 3,300 4,037 ā 3,300 4,037
Kate Ringrose SAYE 6 Dec 2023 1 Feb 2027 31 Jul 2027 562.00p 3,300 ā ā 3,300 ā
ī¢ SAYE 3 Dec 2025 1 Feb 2029 31 Jul 2029 452.00p ā 4,037 ā ā 4,037
Total ī¢ ī¢ ī¢ ī¢ ī¢ 3,300 4,037 ā 3,300 4,037
RS Group plc Annual Report and Accounts 2026116
Consideration of shareholder views
The Committee consulted widely with key investors and proxy advisers and took feedback into
account when developing the Policy. Since the 2025 AGM, we re-engaged with our largest 30
shareholders to provide a further opportunity for their input (as described in further detail on pages
100 to 101). It remains the Committeeās intention that key shareholders will normally be consulted
before making any significant changes to the application of the Policy.
More broadly, the Committee considers shareholder views received during the year and at the
AGM each year and is regularly kept abreast of evolving guidance from shareholders and investor
bodies. The Chair of the Committee is always available to shareholders, should they wish to discuss
remuneration arrangements.
Summary of shareholder voting
Summarised below are the results at the 2025 AGM vote on the 2025 Directors Remuneration Policy
and the vote on the 2025 Directorsā Remuneration Report:
2025 vote on Directorsā Remuneration Policy
Total number
of votes
% of votes
cast
For (including discretionary) 264,865,666 65.63%
Against 138,733,440 34.37%
1
Total votes cast (excluding withheld votes) 403,599,106 ī¢
Votes withheld 15,042,059 ī¢
Total votes (including withheld votes) 418,641,165 ī¢
2025 vote on Directorsā Remuneration Report
Total number
of votes
% of votes
cast
For (including discretionary) 402,826,628 97.90%
Against 8,644,692 2.10%
Total votes cast (excluding withheld votes) 411,471,320 ī¢
Votes withheld 7,169,845 ī¢
Total votes (including withheld votes) 418,641,165 ī¢
1. For further details regarding the vote outcome for the 2025 Directorsā Remuneration Policy, see pages 100
to 101.
Committee performance review
This year, the Board underwent an externally facilitated performance review and the activities
of the Committee were reviewed as part of this process. The results of the performance review
demonstrated that the Committee continued to operate effectively and in alignment with its Terms
of Reference. Further details of the performance review process can be found in the Corporate
Governance report on pages 83 and 84.
Advisors
Alvarez & Marsal (A&M) has provided independent advice to the Committee since its appointment
in 2023. A&M is a member of the Remuneration Consultants Group and voluntarily operates under
the Code of Conduct in relation to executive remuneration consultancy in the UK (details of which
can be found at remunerationconsultantsgroup.com). There is no connection between A&M, the
Company or its Directors.
During the year A&M provided advice in several areas, including:
ā Independent advice to support the Committee in setting performance targets and to implement
the Policy
ā Support in drafting the Directorsā Remuneration Report for the year ended 31 March 2026
ā Updates to the Committee on regulatory changes and the investor environment
A&Mās fees for the provision of executive remuneration consultancy services to the Committee during
the year, charged on a time and materials basis, totalled Ā£75,100.
Consideration of employment conditions elsewhere in the Group
The Group seeks to promote and maintain good relations with employee representative bodies,
including trade unions and works councils, as part of its broader employee engagement strategy and
consultation on matters affecting our people and business performance as required, in each case,
by law and regulation in the jurisdictions in which the Group operates. The Committee is mindful
of the pay increases, incentive outcomes and share award participation in relevant markets across
the rest of the Group when considering the remuneration of the Executive Directors. Our people
have the opportunity to discuss various topics including renumeration via various internal forums.
One such forum is the employee engagement sessions held with Bessie Lee and Joan Wainwright, in
their capacity as engagement designated Non-Executive Directors. Further information regarding the
sessions held during the year can be found on page 82.
STRATEGIC REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
117
GOVERNANCE REPORT
DIRECTORSā
REPORT
Information incorporated by reference
The following information required to
be disclosed in this Directorsā report (in
accordance with Listing Rule (LR) 6.6.6R
and otherwise) is set out on the page
numbers below:
Likely future developments 4 and 9 to 14
Diversity and Inclusion Policy 52, 89 and 90
(including disabilityĀ¹)
Employee engagement 16, 51 and 82
Other stakeholder 17, 18 and 76
engagement
Greenhouse gas emissionsĀ¹ 45 and 46
Names of Directors who 72 to 74
served during the year
Details of employee 99, 101 and 116
share schemes
Risk management 164 to 168
(including hedging) and
financial instruments
Activity on 3, 10, 16 and
Company culture 51 to 54
Long-term 98 to 101, 105,
incentive schemes 107, 109 and 111
1. Information required by the Large and
Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008
and included in the Strategic Report.
This section (together with the
information on pages 70 to 117 and
other information cross-referenced
by this section which is incorporated
by reference) constitutes the Directorsā
report for the purposes of the
Companies Act 2006 (Companies Act)
and fulfils the requirements of the
corporate governance statement for
the purposes of the Financial Conduct
Authorityās Disclosure Guidance
and Transparency Rules (DTR).
Principal activities
A list of the Companyās investments and
subsidiaries at 31 March 2026 can be found in
Note 31 to the Group accounts on pages 171 to
175 of this Annual Report and Accounts.
The principal activity of the Company is to act as
the holding company of the Group.
The Directors are not aware, at the date of this
report, of any major changes in the Groupās
activities in the coming year.
Results and dividends
The Groupās results for the year ended 31 March 2026 are set out in the Group income statement on
page 130.
The Board proposes, subject to approval of shareholders at the AGM to be held on 16 July 2026,
that a final dividend of 14.2p per ordinary share be paid on 24 July 2026 to shareholders whose
names are on the register of members at the close of business on 12 June 2026. The Directors have
declared dividends as follows:
Dividends in 2026 Dividends in 2025
Interim dividend of 8.7p per ordinary share
(paid on 2 January 2026)
8.5p per ordinary share
Proposed final dividend of 14.2p per ordinary share
(to be paid on 24 July 2026)
13.9p per ordinary share
Total ordinary dividend of 22.9p per ordinary share
for the year ended 31 March 2026
22.4p per ordinary share
During the year under review Computershare Trustees (Jersey) Limited, trustee of the RS Group
Employee Trust, has waived its right to receive dividends over its total holding of 10,883,849 shares
as at 31 March 2026.
Appointment and retirement of Directors
The appointment and retirement of Directors is governed by the Companyās Articles of Association
(Articles), the Code and the Companies Act. The Companyās Articles may only be amended by a
special resolution of the shareholders in a general meeting.
In the interest of good governance and in accordance with the provisions of the Code, all Directors
will retire and will seek re-election at the forthcoming AGM.
Biographies of the current Directors can be found on pages 72 to 74. Details of the Directors seeking
re-election at the AGM are set out in the Notice of AGM.
Board composition changes
Changes to the composition of the Board since 1 April 2025 up to the date of this Report are shown
in the table below.
Left the Board
Louisa Burdett 31 January 2026
Directorsā report
RS Group plc Annual Report and Accounts 2026118
Substantial shareholders
The processes by which the Company seeks to understand the views of its major shareholders are
described on page 18.
Information provided to the Company by substantial shareholders pursuant to the DTR is published
via a Regulatory Information Service.
As at 31 March 2026 and 19 May 2026, being the last practicable date, the Company had been
notified by its substantial shareholders under Rule 5 of the DTR of the following interests in the
Companyās shares:
Shareholder
Number of
shares as at
31 March 2026
Percentage of
issued share
capital as at
31 March 2026
Number of
shares as at
19 May 2026
Percentage of
issued share
capital as at
19 May 2026
FMR LLC 38,165,532 8.05% 38,165,532 8.05%
Artemis Investment Management LLP 25,745,982 5.43% 25,745,982 5.43%
Wellington Management Group LLP 23,807,812 5.02% 23,807,812 5.02%
Share capital
As at 31 March 2026, the Companyās issued share capital comprised a single class of 474,049,468
ordinary shares of 10p each, totalling Ā£47,404,946.80.
Full details of share options, awards, and shares issued under the terms of the Companyās share
incentive plans can be found in Note 9 on pages 144 to 146.
The Company was authorised by shareholders at the AGM held on 17 July 2025 to purchase up to
10% of its ordinary share capital in the market. The Company did not make use of this authority
during the year, and in line with market practice, will be seeking to renew such authority at this
yearās AGM.
Restrictions on voting rights
A member is not entitled to vote (in person or by proxy) at any general meeting or class meeting
if either: (i) any call or other sum then payable by that member in respect of that share remains
unpaid; or (ii) that member has been served with a notice after failure to provide the Company with
information concerning interests in those shares required to be provided under the Companies
Act. Voting rights may be exercised in person, by proxy or, in relation to corporate members, by a
corporate representative. Proxy forms must be submitted not less than 48 hours before the time of
the meeting or adjourned meeting.
Powers of the Directors
Subject to the Articles, the Companies Act, and
any directions given by special resolution, the
business of the Company will be managed by
the Board, who may exercise all the powers of
the Company. The Board may exercise all the
powers of the Company to borrow money and
to mortgage or charge any of its undertaking,
property, and uncalled capital and to issue
debentures or other securities, whether outright
or as collateral security for any debt, liability, or
obligation of the Company or of any third party.
Directorsā indemnities
In accordance with the relevant provisions of
the Companies Act and the Companyās Articles,
the Company entered into a new deed in March
2023 to indemnify the Directors and Officers
(from time to time) of the Company to the extent
permitted by the law. The deed for existing
Directors is available for inspection at the
registered office of the Company.
The Company purchased and maintained
Directorsā and Officersā liability insurance
throughout 2025/26, which was renewed for
2026/27. Neither the indemnity nor insurance
provides cover in the event that a Director or
Officer is proved to have acted fraudulently.
Directorsā interests
The Directorsā interests in, and options over,
ordinary shares in the Company are shown in
the Directorsā Remuneration report. Since the
year end, there have been no changes to
such interests.
In line with the requirements of the Companies
Act, Directors have a statutory duty to avoid
situations in which they have, or may have,
interests that conflict with those of the Company
unless that conflict is first authorised by
the Board.
The Board has in place a formal conflicts of
interest management procedure. The Board
is responsible for considering whether
authorisation is required, and if it can be
given, in relation to new situations as they
arise. The Board reviews annually any conflict
authorisations it has given and any limitations
that have been applied. The Companyās Articles
contain provisions to allow the Directors to
authorise potential conflicts of interest, so that if
approved, Directors will not be in breach of their
duty under company law.
STRATEGIC REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
119
GOVERNANCE REPORT
Articles of Association
Any amendments to the Articles of the Company
may be made in accordance with the provisions
of the Companies Act by way of a special
resolution of the Companyās shareholders in a
general meeting. The Articles were last approved
by shareholders at the AGM in 2021/22.
Governance arrangements
Information regarding the Companyās
governance arrangements is set out in the
Governance report on pages 70 to 121.
These pages are incorporated by reference into
the Directorsā report.
On behalf of the Board:
Clare Underwood
Company Secretary
19 May 2026
Significant agreements:
change of control
The Company has a number of contractual
arrangements which it considers essential to
the business of the Company. Specifically, these
are committed loan facilities from a number
of banks and arrangements with third-party
providers of administrative services. A change
of control of the Company may cause some
agreements to which the Company is a party to
alter or terminate. These include bank facility
agreements and employee share plans, which
would normally vest and become exercisable on
a change of control, subject to the satisfaction of
any performance conditions at that time.
The Group has committed facilities totalling
Ā£682 million as at 31 March 2026 which contain
clauses which require lender consent for any
change of control. Should consent not be given,
a change of control would trigger mandatory
repayment of the said facilities.
AGM
The Notice of AGM is set out in a separate
circular and is available on our website at
rsgroup.com/investors/shareholder-
information/agm-information.
Shareholders can submit questions relating
to the business of the meeting in advance to
CompanySecretary@rsgroup.com.
Independent Auditors and
audit information
Each of the persons who is a Director at the date
of approval of this Annual Report and Accounts
confirms that:
ā So far as the Director is aware, there is no
relevant audit information of which the
Companyās Auditors are unaware; and
ā The Director has taken all the steps that
they ought to have taken as a Director in
order to make themselves aware of any
relevant audit information and to establish
that the Companyās Auditors are aware of
that information
This confirmation is given and should be
interpreted in accordance with the provisions
of the Companies Act.
Restrictions on transfer of shares
The Directors may, in the case of shares in
certificated form, in their absolute discretion and
without assigning any reason, refuse to register
any transfer of shares (not being fully paid
shares) provided that such discretion may not be
exercised in such a way as to prevent dealings in
the shares of that class from taking place on an
open and proper basis.
The Directors may also refuse to register an
allotment or transfer of shares (whether fully
paid or not) in favour of more than four persons
jointly, in which case notice of the refusal must
be sent to the allottee or transferee within
two months after the date on which the letter
of allotment or transfer was lodged with the
Company. A shareholder does not need to
obtain the approval of the Company, or of other
shareholders in the Company, for a transfer of
shares to take place.
Political donations
In the year ended 31 March 2026, the Group
made no political donations or contributions.
It remains the Companyās policy not to make
political donations. However, the application of
the relevant provisions of the Companies Act
is potentially very broad in nature and, as it did
last year, the Board will be seeking shareholder
authority to make political donations up to a
defined limit to ensure that the Group does
not inadvertently breach these provisions as a
result of the breadth of its business activities,
although the Board has no intention of using
this authority.
Directorsā report continued
RS Group plc Annual Report and Accounts 2026120
Responsibility of Directors for annual
report and accounts
The Directors are responsible for preparing the
Annual Report and Accounts in accordance with
applicable law and regulation.
Company law requires the Directors to prepare
accounts for each financial year. Under that
law the Directors have prepared the Group
accounts in accordance with UK-adopted
international accounting standards (UK IAS)
and Company accounts in accordance with
United Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting Standards,
comprising Financial Reporting Standard 102
āThe Financial Reporting Standard applicable in
the UK and Republic of Irelandā (FRS 102), and
applicable law).
Under company law the Directors must not
approve the accounts unless they are satisfied
that they give a true and fair view of the state
of affairs of the Group and Company and of the
profit or loss of the Group and Company for that
period. In preparing the accounts, the Directors
are required to:
ā Select suitable accounting policies and then
apply them consistently;
ā State whether applicable UK IAS have been
followed for the Group accounts and United
Kingdom Accounting Standards, comprising
FRS 102, have been followed for the Company
accounts, subject to any material departures
disclosed and explained in the accounts;
ā Make judgements and accounting estimates
that are reasonable and prudent; and
ā Prepare the accounts on the going concern
basis unless it is inappropriate to presume
that the Group and Company will continue
in business.
The Directors are responsible for keeping
adequate accounting records that are sufficient
to show and explain the Group and Companyās
transactions and disclose with reasonable
accuracy at any time the financial position of
the Group and Company, and enable them to
ensure that the accounts and the Directorsā
Remuneration Report comply with the
Companies Act 2006.
The Directors are also responsible for
safeguarding the assets of the Group and
Company and hence for taking reasonable steps
for the prevention and detection of fraud and
other irregularities.
The Directors are responsible for the
maintenance and integrity of the Companyās
website. Legislation in the United Kingdom
governing the preparation and dissemination
of accounts may differ from legislation in
other jurisdictions.
The Directors consider that the Annual
Report and Accounts, taken as a whole, is fair,
balanced, and understandable and provides
the information necessary for shareholders to
assess the Group and Companyās position and
performance, business model, and strategy.
Each of the Directors, whose names and
functions are listed on pages 72 to 74 confirm
that, to the best of their knowledge:
ā 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;
ā 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
ā 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
Companyās position, performance, business
model, and strategy.
In the case of each Director in office at the date
the Directorsā Report is approved, they have
taken all the steps that they ought to have taken
as a Director in order to make themselves aware
of any relevant audit information and to establish
that the Group and Companyās Auditors are
aware of that information.
Simon Pryce
Chief Executive Officer
19 May 2026
STATEMENT OF
DIRECTORSā RESPONSIBILITIES
STRATEGIC REPORT FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
121
GOVERNANCE REPORT
Report on the audit of the financial statements
1. Opinion
In our opinion:
ā the financial statements of RS Group plc (the āCompanyā) and its subsidiaries (the āGroupā)
give a true and fair view of the state of the Groupās and of the Companyās affairs as at
31 March 2026 and of the Groupās profit for the year then ended;
ā the Group financial statements have been properly prepared in accordance with United
Kingdom adopted international accounting standards ;
ā the Company financial statements have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard
102 The Financial Reporting Standard applicable in the UK and Republic of Ireland; and
the financial statements have been prepared in accordance with the requirements of the
Companies Act 2006.
We have audited the financial statements which comprise:
ā the Group income statement;
ā the Group statement of comprehensive income;
ā the Group and Company balance sheets;
ā the Group cash flow statement;
ā the Group and Company statements of changes in equity; and
ā the related Group notes 1 to 32, and Company notes 1 to 17.
The financial reporting framework that has been applied in the preparation of the Group financial
statements is applicable law and United Kingdom adopted international accounting standards.
The financial reporting framework that has been applied in the preparation of the Company financial
statements is applicable law and United Kingdom Accounting Standards, including Financial
Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of
Ireland (United Kingdom Generally Accepted Accounting Practice).
2. Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK))
and applicable law. Our responsibilities under those standards are further described in the auditorās
responsibilities for the audit of the financial statements section of our report.
We are independent of the Group and the Company in accordance with the ethical requirements
that are relevant to our audit of the financial statements in the UK, including the Financial Reporting
Councilās (the FRCās) Ethical Standard as applied to listed public interest entities, and we have fulfilled
our other ethical responsibilities in accordance with these requirements. The non-audit services
provided to the Group and the Company for the year are disclosed in Note 6 to the financial
statements. We confirm that we have not provided any non-audit services prohibited by the FRCās
Ethical Standard to the Group or the Company.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
3. Summary of our audit approach
Key audit matter
The key audit matter that we identified in the current year was the valuation of inventory
obsolescence provisions.
Materiality
Materiality used for the Group financial statements was Ā£11.2 million. Group materiality
was determined as approximately 5% of adjusted profit before tax including amortisation of
acquired intangibles.
Scoping
We identified 16 components across the Group.
We have focused our audit procedures on four of these components, being the EMEA and
Americas divisions, Risoul in Mexico and the Groupās head office entities. In addition, audit
procedures were performed on specific account balances at other components. Further details of
our audit scope and identification of components is set out on pages 125 to 127.
Our audit scope addressed 85% of Group revenue, 85% of Group profit before tax and 93% of
Group total assets.
Significant changes in our approach
In the prior year, accounting for contractual relationships was also identified as a key audit
matter. As there have been no new significant contractual relationships in the year, it is no longer
considered a key audit matter as it did not have a significant effect on our overall audit strategy,
allocation of resources or direction of efforts of the engagement team.
INDEPENDENT AUDITORāS REPORT
TO THE MEMBERS OF RS GROUP PLC
RS Group plc Annual Report and Accounts 2026122
5. Key audit matters
The key audit matter communicated below is a matter that, in our professional judgement, was of
most significance in our audit of the financial statements in the current year and includes the most
significant assessed risks of material misstatement (whether or not due to fraud) that we identified.
This matter had the greatest effect on: the overall audit strategy; the allocation of resources in the
audit; and directing the efforts of the engagement team.
This matter was addressed in the context of our audit of the financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on this matter.
5.1 Valuation of inventory obsolescence provisions
Key audit matter description
The gross inventory balance as at 31 March 2026 was Ā£675.6 million (2025: Ā£704.1 million),
against which provisions of Ā£80.6 million (2025: Ā£86.8 million) were held.
The Groupās business model is based on stocking an extensive range of products, which are
delivered quickly to customers to support critical operations. As a result, the Group holds
significant quantities of inventory on hand across a wide range of products for sustained periods
of time, increasing the risk of inventory obsolescence.
The Groupās inventory obsolescence provision is calculated on an āinventory coverā basis, by
establishing estimated levels of excess inventories through considering the historic run rate of
sales, and the length of time it will require to sell all inventory held. Key assumptions therefore
include sales trends, the ability to return stock to suppliers and the history of such returns, the
number of years of inventory cover, and recoverable amounts to determine provision rates.
The obsolescence provision is calculated across the Group using either Excel or data analytics
(where the dataset is too large for Excel) in order to analyse excess inventories based on inventory
turn and apply the provisioning percentages to the different categories of products based on
historical recoverability rates. Adjustments are applied to the calculated provision by the local
finance teams to account for specific product or market circumstances at the period-end.
As set out in Note 18 and on page 93 of the Audit Committee Report, the Group has reviewed its
methodology for determining the inventory provisioning percentages in the current year, adopting
a data driven approach by considering historic sell through of inventory and returns to suppliers
to determine recoverable amounts. The inventory obsolescence provision is sensitive to changes
in these assumptions.
Given the judgement required in determining the sell through rate of inventory (which may take
many years), the ability of the Group to return stock to suppliers and the recoverable amount
of the inventory balance as a result, we have identified the assumptions used by management
in determining the inventory obsolescence provision as a key audit matter. This includes the
assumptions regarding sell through rates, return levels, and the provisioning percentages applied
to product categories in the calculation.
4. Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directorsā use of the going concern
basis of accounting in the preparation of the financial statements is appropriate.
Our evaluation of the Directorsā assessment of the Groupās and Companyās ability to continue to
adopt the going concern basis of accounting included:
ā understanding the process used to prepare the budget and strategic plan including obtaining an
understanding of relevant controls over managementās going concern model;
ā assessing the reasonableness of the assumptions in the budget and strategic plan, including
those relating to the current macroeconomic uncertainty (including the impact of trade tariffs and
the ongoing war in the Middle East) and evaluating the appropriateness of these assumptions
and their consistency with managementās presentations to the Board and Audit Committee.
This included challenging the assumptions used within the Groupās going concern model by
obtaining third-party and market data and evaluating any differences between this data and the
judgements and assumptions used by management;
ā evaluating the historical accuracy of forecasts prepared by management;
ā testing the mechanical accuracy of the going concern model;
ā confirming the existence and availability of financing facilities;
ā assessing the Groupās liquidity forecast and performing sensitivity analysis to assess whether there
is sufficient headroom over the going concern period;
ā considering the mitigating factors and reasonable downside scenarios identified by management
in relation to their going concern analysis; and
ā assessing the appropriateness of the Groupās disclosure concerning the going concern basis
of accounting.
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 Groupās and
Companyās ability to continue as a going concern for a period of at least twelve months from when
the financial statements are authorised for issue.
In relation to the reporting on how the Group has applied the UK Corporate Governance Code,
we have nothing material to add or draw attention to in relation to the Directorsā 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.
GOVERNANCE REPORTSTRATEGIC REPORT OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
123
FINANCIAL STATEMENTS
6. Our application of materiality
6.1 Materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it
probable that the economic decisions of a reasonably knowledgeable person would be changed or
influenced. We use materiality both in planning the scope of our audit work and in evaluating the
results of our work.
Based on our professional judgement, we determined materiality for the financial statements as a
whole as follows:
ī¢
Group financial statements Company financial statements
Materiality Ā£11.2 million (2025: Ā£11.0 million) Ā£11.5 million (2025: Ā£10.3 million)
Basis for
determining
materiality
5% of adjusted profit before tax including
amortisation of acquired intangibles.
Further details on adjusting items are set out
in Note 3.
The basis for materiality is net
assets. The materiality used
represents 1% of net assets.
Rationale
for the
benchmark
applied
We have determined that the primary
benchmark for materiality for the Group
is profit before tax, because we consider
this measure to be the primary focus of
users of the financial statements. We also
considered revenue, net assets, and total
assets as relevant metrics to the users of the
financial statements.
Managementās key performance measure
used internally to measure the Groupās
performance and in the Directorsā
remuneration targets is Adjusted PBT,
which excludes certain āadjustingā items to
profit before tax, including amortisation of
acquired intangibles and other items which
do not represent the normal continuing
operations of the Group. See page 109 for
further details. ī¢
In determining adjusted profit for the
purposes of our materiality, we have added
back amortisation of acquired intangibles to
adjusted profit as defined above, because
the balance recurs each year. Our selected
materiality represents 0.4% of revenue
(2025: 0.4%), 0.8% of net assets (2025: 0.8%),
and 0.4% of total assets (2025: 0.4%).
Due to the nature of the
Company as a parent entity
holding company, we consider
net assets to be the most
appropriate basis for materiality.
Key audit matter description
To respond to this key audit matter, we have:
ā Obtained an understanding of the Groupās processes and controls relevant to the obsolescence
provision methodology determination and calculation;
ā Performed a recalculation of the obsolescence provision based on managementās provisioning
policy, with the assistance of our data analytics specialists to assess the mathematical accuracy
of the provision and consistency of application with the Groupās provisioning methodology;
ā Recalculated the inventory provisioning percentages in accordance with managementās
methodology and historical write offs;
ā Tested a sample of stock lines to assess whether they have been classified in the correct
product category in the inventory provision calculation and therefore assigned the right
provisioning percentage based on their classification;
ā Tested the completeness and accuracy of inventory data used to calculate the provision by
reconciling the inventory sub-ledger and sales to the Groupās accounting system and selecting
a sample of inventory items and agreeing the cost back to supplier invoice;
ā Tested a sample of sales to assess the validity of the sales data used in the model;
ā Tested a sample of historic stock returns to ensure the cost of the inventories was recovered
and challenged whether the trends in return rates to suppliers are in line with existing
contractual return provisions and are reflective of the ability of management to return inventory
in the future, especially in light of current market conditions;
ā Assessed the validity and completeness of manual adjustments made to the provision by
understanding the circumstances relating to the adjustments and agreeing a sample of the
adjustments to supporting documentation. In addition, we have considered the effect of
economic and market uncertainty on specific product groups and whether specific manual
provisions are needed for certain product categories;
ā Challenged the reasonableness of managementās assumptions using data analytics regarding
inventory sell through rates, recoverability and provisioning percentages by analysing trends in
historical sales and returns by product type over the last 4 years and historical inventory write-
offs, and assessing the right-to-return of inventory under supplier specific contractual clauses;
and
ā Evaluated compliance with the disclosures required by the accounting standards relating to
a reasonably possible change in a key assumption, including their clarity and understandability
to users of the financial statements.
Key observations
Management has strengthened their review controls over the inventory provision in the year.
Based on the audit procedures performed, we are satisfied that the valuation of the inventory
obsolescence provision is acceptable, and that the associated disclosures in the financial
statements with respect to the inventory provision and the related key source of estimation
uncertainty are appropriate.
Independent Auditorsā report continued
RS Group plc Annual Report and Accounts 2026124
7. An overview of the scope of our audit
7.1. Identification and scoping of components
The Group is headquartered in the UK, with operations in more than 30 countries across Europe,
the Middle East, North and South America, and the Asia Pacific regions. The Group uses three Global
Shared Business Service Centres (GSBS) centres to support financial reporting across a number of
key business processes.
We identified the Groupās EMEA, Americas and APAC divisions as components, noting their common
IT systems and processes and controls, alongside a series of smaller components relating to more
recent acquisitions, or specific local businesses. In total, we identified 16 components (2025: 15
components) across the Group, following the Groupās acquisition of BPX in March 2026.
Our Group audit was scoped by obtaining an understanding of the Group and its environment,
including Group-wide controls, and assessing the risks of material misstatement at the Group level.
The identification of significant accounts, including the identification and classification of risks of
material misstatement was performed by the Group audit team, including scoping of relevant IT
systems and controls relevant to the audit. The concentration of activity and controllership in the
Group, including the centralisation of the finance function in the Groupās Head Office and Shared
Business Service Centres, enabled us to structure the audit centrally with the majority of the audit
work performed by the Group audit team in the UK.
We have focused our audit procedures on four components being the EMEA and Americas divisions,
Risoul in Mexico and the Group head office entities. In the prior year, the procedures were focused on
the same four components, and additionally APAC, which following consideration of quantitative and
qualitative factors, we have excluded from our scope the current year. In addition, audit procedures
were performed on specific account balances at other components, including APAC.
Our procedures on the above four components, in combination with the additional specified account
balances at other components represent 85% of the Groupās revenue (2025: 89%), 85% of the
Groupās profit before tax (2025: 88%) and 93% of the Groupās total assets (2025: 96%). They were also
selected to provide an appropriate basis for undertaking audit work to address the risks of material
misstatement identified above.
Audit work performed at Global Shared Business Service Centres and other components
A significant amount of the Groupās operational processes which cover financial reporting are
undertaken at the Groupās Shared Business Service Centres. The common IT systems in the GSBS
centres, together with our data analytical tools, allowed us to scrutinise large transactional data
sets for unusual trends, characteristics, outliers or transaction flows to support our identification
of audit risks and perform the audit work of the related balances centrally without the need to
engage component auditors. The Group audit team therefore performed the audit work at the GSBS
centres located in Corby (UK) and Fort Worth (US) where balances were in scope for the Group audit.
Please refer to section 7.5 below for further information regarding our use of technology throughout
the audit.
Ā£2.3m to Ā£5.5m
Component
performance
materiality range
Ā£225.9m
Adjusted PBT
including amortisation
of acquired intangibles
Ā£11.2m
Group materiality
Ā£0.56m
Audit Committee
reporting threshold
6.2. Performance materiality
We set performance materiality at a level lower than materiality to reduce the probability that, in
aggregate, uncorrected and undetected misstatements exceed the materiality for the financial
statements as a whole.
ī¢
Group financial statements Company financial statements
Performance
materiality
70% (2025: 70%)
of Group materiality
70% (2025: 70%)
of Company materiality
Basis and
rationale for
determining
performance
materiality
In determining performance materiality, we considered the following factors:
ā our understanding of the entity and its environment;
ā our risk assessment, including our assessment of the Groupās overall control
environment; and
ā the results of the previous yearsā audit, including the value and quantum
of corrected and uncorrected misstatements in prior periods and
our expectation of the likelihood of misstatements recurring in the
current period.
6.3. Error reporting threshold
We agreed with the Audit Committee that we would report to them all audit differences in excess
of Ā£0.56 million (2025: Ā£0.55 million), as well as differences below that threshold that, in our view,
warranted reporting on qualitative grounds. We also report to the Audit Committee on disclosure
matters that we identify when assessing the overall presentation of the financial statements.
GOVERNANCE REPORTSTRATEGIC REPORT OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
125
FINANCIAL STATEMENTS
7.2. Our consideration of the control environment
The Groupās operations utilise a range of information systems which underpin the financial reporting
process. We identified the main finance systems used in the GSBS locations, the Group consolidation
system and inventory management systems at key inventory locations as the key IT systems relevant
to our audit. With the assistance of our IT specialist, we also obtained an understanding of and/
or tested relevant controls relating to these key systems used to process transactions, manage
inventory and to consolidate the financial results of the Group. However, given a number of control
improvements identified as being required we have not relied on automated system controls in
any component.
In addition, we obtained an understanding of the Groupās control environment performing process
and controls walkthroughs on key business cycles including but not limited to order-to-cash,
purchase-to-pay, inventory management and provisioning, the financial close and reporting process,
and other head office and relevant areas.
As set out on page 95 of the Audit Committee Report, management has commenced a programme
to improve and build upon its existing controls framework, including to standardise controls across
the Group and enhance general IT controls across the key IT systems. This is expected to be a
multi-year project, ahead of Provision 29 of the updated UK Corporate Governance Code 2024
becoming applicable for the Group in 2027. Noting a number of legacy controls are in the process
of being strengthened, we have performed a fully substantive audit, though we plan to continue to
review our controls reliance strategy as this project progresses.
7.3. Our consideration of climate-related risks
In planning our audit, we have considered the potential impact of climate change on the Groupās
businesses and its financial statements.
The Group has assessed the risk and opportunities relevant to climate change, and the Groupās
Principal Risks capture physical and transitional climate-related risks as determined in the Enterprise
Risk Management Process. The risks have also been considered and embedded into the businesses,
as explained in the Strategic report on page 33.
As part of our audit procedures, we have obtained managementās climate-related risk assessment
and held discussions to understand the process of identifying climate-related risks, the determination
of mitigating actions and the impact on the Groupās financial statements. While management has
acknowledged the risks and opportunities posed by climate change, they have assessed that climate
change does not create any specific key sources of estimation uncertainty in the financial statements
as at 31 March 2026, as explained in Note 1 to the accounts.
We performed our own qualitative risk assessment of the potential impact of climate change on the
Groupās account balances and classes of transactions, with particular focus on areas of judgement
such as inventory provisioning, the forecasting assumptions used in going concern and goodwill
impairment testing, and did not identify any additional risks of material misstatement. Our risk
assessment and wider procedures were performed with the involvement of our ESG specialists
and included reading disclosures in the Strategic report to consider whether they are materially
consistent with the financial statements and our knowledge obtained in the audit. We have not been
engaged to provide assurance over the accuracy of these disclosures.
Audit work was further performed at other components centrally by the Group team on specific
balances or classes of transactions.
The audit of Risoul was performed locally in Mexico by a component audit team. Component teams
were also engaged to perform specified procedures relating to existence of inventory and PPE
verification at specific components.
Procedures performed at the GSBS centres and other components were performed applying
component performance materiality in a range of Ā£2.3 million to Ā£5.5 million (2025: Ā£2.7 million to
Ā£5.4 million).
Inventory counts at significant locations in the UK, Germany and America were performed by the
Group Audit team. Local country Deloitte audit teams performed inventory counts at other non-
significant locations. All local teams received a briefing by the Group audit team prior to attending
the count. Where within the scope of our audit, all inventory counts were attended in person.
15%
85%
Proļ¬t
before tax
15%
85%
Revenue
7%
93%
Total assets
A
Specified audit procedures
B
Reviews at Group level
Audit procedures undertaken at a Group level and on the Company
We performed audit work on the Head Office entities at the Group level. Further, we performed
audit work at Group and on the Company financial statements, including but not limited to the
consolidation of the Groupās results, the preparation of the financial statements, certain disclosures
within the Directorsā Remuneration Report, treasury, defined benefit pension schemes, going
concern, goodwill impairment, and litigation and claims procedures. Audit procedures undertaken at
a Group level relating to Head Office were performed to Group materiality, or Company materiality
where the procedures related to the Company. In addition, we carried out reviews at a Group
level to confirm our conclusion that we had reduced the audit risk of material misstatement of the
aggregated financial information of the remaining components not subject to audit or audit of
specified account balances to a sufficiently low level.
Independent Auditorsā report continued
A A
A
B
B
B
RS Group plc Annual Report and Accounts 2026
126
8. Other information
The other information comprises the information included in the annual report, other than the
financial statements and our auditorās report thereon. The Directors are responsible for the other
information contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to
the extent otherwise explicitly stated in our report, we do not express any form of assurance
conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our knowledge obtained in
the course of the audit, or otherwise appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to determine whether this gives
rise to a material misstatement in the financial statements themselves. If, based on the work we
have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
9. Responsibilities of Directors
As explained more fully in the Directorsā Responsibilities Statement, the Directors are responsible for
the preparation of the financial statements and for being satisfied that they give a true and fair view,
and for such internal control as the Directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Groupās and
Companyās ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the Directors either intend to
liquidate the Group or the Company or to cease operations, or have no realistic alternative but to
do so.
10. Auditorās 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 auditorās report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on
the FRCās website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditorās report.
7.4. Working with other auditors
The Group audit team are responsible for the scope and direction of the audit process. As set out
in section 7.1, we engaged a component auditor based in Mexico to assist with the audit of specific
balances and classes of transactions relating to the Risoul trading entity.
In exercising appropriate direction, supervision, and review activities over the component auditor, the
Group team:
ā Provided detailed referral instructions setting out the procedures to be performed;
ā Engaged in regular communication with the component auditor, enabling timely reporting and
challenge of outcomes across the Group and component audit, including holding regular virtual
calls with local management during the year-end period; and
ā Performed virtual file reviews over higher and significant risk areas of the audit so that the work
performed was in line with our referral instructions and challenged the appropriateness of the
conclusions reached on key judgement areas.
We also directed and supervised other component auditors in the performance of specific
procedures relating to inventory counts and the existence of PPE. We issued detailed instructions to
the component audit teams on the procedures to be performed. We reviewed all work or deliverables
performed by each component team to support the Group audit opinion.
In addition, we held a Group-wide virtual planning meeting, as well as regular virtual meetings with
the component teams. These sessions were all led by the Group audit team. These meetings enabled
a good level of understanding of the Groupās businesses, its core strategy, and a thorough discussion
of the significant risks and our planned audit approach.
7.5. Use of audit technology
The central control and extent of common systems throughout the Group enable us to deploy
and utilise process and data analytics across the breadth of the Group, providing a more detailed
understanding of the flow of transactions, enabling us to focus our risk assessment and design
targeted audit testing procedures.
We embed technology throughout our audit to improve quality and effectiveness, including in
the areas of risk assessment, substantive testing, and reporting insights to management and the
Audit Committee.
We have continued to leverage process analytics to perform substantive procedures on revenue at
a Group level by automatically matching key revenue data points across sales orders, invoices and
shipping documents generated during the revenue process, and subsequent matching to cash.
In addition, we used profiling technology to identify journal entries that exhibit potential fraud
characteristics in testing the appropriateness of journal entries and other adjustments.
We used data analytical techniques to perform a recalculation over 100% of the cost of inventory,
(excluding goods in transit), by performing weighted average cost calculations for all lines of
inventory, and also to recalculate inventory provisions. Furthermore, we used data analytics to
compare the cost and net realisable value of the EMEA and Americas inventory balances in order to
determine if any stock items were selling below cost and thus needed a separate provision.
GOVERNANCE REPORTSTRATEGIC REPORT OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
127
FINANCIAL STATEMENTS
In addition, we considered provisions of other laws and regulations that do not have a direct effect
on the financial statements but compliance with which may be fundamental to the Groupās ability
to operate or to avoid a material penalty. These included environmental regulations relevant to
the Group.
11.2. Audit response to risks identified
As a result of performing the above, we identified the valuation of inventory obsolescence provisions
as a key audit matter related to the potential risk of fraud. The key audit matters section of our report
explains the matter in more detail and also describes the specific procedures we performed in
response to that key audit matter.
In addition to the above, our procedures to respond to risks identified included the following:
ā reviewing the financial statement disclosures and testing to supporting documentation to assess
compliance with provisions of relevant laws and regulations described as having a direct effect on
the financial statements;
ā enquiring of management, the Audit Committee and in-house and external legal counsel
concerning actual and potential litigation and claims;
ā performing analytical procedures to identify any unusual or unexpected relationships that may
indicate risks of material misstatement due to fraud;
ā reading minutes of meetings of those charged with governance, reviewing internal audit reports
and reviewing correspondence with HMRC; and
ā in addressing the risk of fraud through management override of controls, testing the
appropriateness of journal entries and other adjustments; assessing whether the judgements
made in making accounting estimates are indicative of a potential bias; and evaluating the
business rationale of any significant transactions that are unusual or outside the normal course
of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all
engagement team members including internal specialists and component audit teams and remained
alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Report on other legal and regulatory requirements
12. Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the Directorsā 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:
ā the information given in the Strategic report and the Directorsā report for the financial year for
which the financial statements are prepared is consistent with the financial statements; and
ā the Strategic report and the Directorsā report have been prepared in accordance with
applicable legal requirements.
In the light of the knowledge and understanding of the Group and of the Company and
their environment obtained in the course of the audit, we have not identified any material
misstatements in the Strategic report or the Directorsā report.
11. Extent to which the audit was considered capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in
respect of irregularities, including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below.
11.1. Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud
and non-compliance with laws and regulations, we considered the following:
ā the nature of the industry and sector, control environment and business performance including the
design of the Groupās remuneration policies, key drivers for Directorsā remuneration, bonus levels
and performance targets;
ā the Groupās own assessment of the risks that irregularities may occur either as a result of fraud
or error;
ā results of our enquiries of management, operational audit, the Directors and the Audit Committee
about their own identification and assessment of the risks of irregularities, including those that are
specific to the Groupās sector;
ā any matters we identified having obtained and reviewed the Groupās documentation of their
policies and procedures relating to:
ā identifying, evaluating and complying with laws and regulations and whether they were aware of
any instances of non-compliance;
ā detecting and responding to the risks of fraud and whether they have knowledge of any actual,
suspected or alleged fraud;
ā the internal controls established to mitigate risks of fraud or non-compliance with laws and
regulations; and
ā the matters discussed among the audit engagement team including the component audit team
and relevant internal specialists, including tax, valuations, financial instruments, actuarial, pensions,
data analytics, IT and ESG specialists regarding how and where fraud might occur in the financial
statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist
within the organisation for fraud and identified the greatest potential for fraud relating to inventory
obsolescence provisioning. In common with all audits under ISAs (UK), we are also required to
perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory frameworks that the Group operates
in, focusing on provisions of those laws and regulations that had a direct effect on the determination
of material amounts and disclosures in the financial statements. The key laws and regulations we
considered in this context included the regulations from the UK Companies Act 2006, the UK Listing
Rules, pensions legislation and tax legislation.
Independent Auditorsā report continued
RS Group plc Annual Report and Accounts 2026128
15. Other matters which we are required to address
15.1. Auditor tenure
Following the recommendation of the Audit Committee, we were appointed by the shareholders on
11 July 2024 to audit the financial statements for the year ended 31 March 2025 and subsequent
financial periods. The period of total uninterrupted engagement including previous renewals and
reappointments of the firm is two years, covering the years ended 31 March 2025 to 31 March 2026.
15.2. Consistency of the audit report with the additional report to the Audit Committee
Our audit opinion is consistent with the additional report to the Audit Committee we are required to
provide in accordance with ISAs (UK).
16. Use of our report
This report is made solely to the Companyās 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 Companyās members those matters we are required to state to them in an auditorās 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 Companyās members as a body, for our
audit work, for this report, or for the opinions we have formed.
As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rule
(DTR) 4.1.15R ā DTR 4.1.18R, these financial statements will form part of the Electronic Format Annual
Financial Report filed on the National Storage Mechanism of the FCA in accordance with DTR 4.1.15R
ā DTR 4.1.18R. This auditorās report provides no assurance over whether the Electronic Format
Annual Financial Report has been prepared in compliance with DTR 4.1.15R ā DTR 4.1.18R.
For and on behalf of Deloitte LLP
Statutory Auditor
London, United Kingdom
19 May 2026
13. Corporate Governance Statement
The UK Listing Rules require us to review the Directorsā statement in relation to going concern,
longer-term viability and that part of the Corporate Governance Statement relating to the Groupās
compliance with the provisions of the UK Corporate Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the
following elements of the Corporate Governance Statement is materially consistent with the
financial statements and our knowledge obtained during the audit:
ā the Directorsā statement with regards to the appropriateness of adopting the going concern
basis of accounting and any material uncertainties identified set out on page 40;
ā the Directorsā explanation as to its assessment of the Groupās prospects, the period this
assessment covers and why the period is appropriate set out on page 39;
ā the Directorsā statement on fair, balanced and understandable set out on page 92;
ā the Boardās confirmation that it has carried out a robust assessment of the emerging and
principal risks set out on page 34;
ā the section of the annual report that describes the review of effectiveness of risk management
and internal control systems set out on page 95; and
ā the section describing the work of the Audit Committee set out on page 91.
14. Matters on which we are required to report by exception
14.1. Adequacy of explanations received and accounting records
Under the Companies Act 2006 we are required to report to you if, in our opinion:
ā we have not received all the information and explanations we require for our audit; or
ā adequate accounting records have not been kept by the Company, or returns adequate for our
audit have not been received from branches not visited by us; or
ā the Company financial statements are not in agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
14.2. Directorsā Remuneration
Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of
Directorsā remuneration have not been made or the part of the Directorsā Remuneration report to be
audited is not in agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
GOVERNANCE REPORTSTRATEGIC REPORT OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
129
FINANCIAL STATEMENTS
GROUP INCOME STATEMENT
For the year ended 31 March 2026
GROUP STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 March 2026
Group accounts
2026 | 2025 | ||
| Notes | Ā£m | Ā£m | |
Revenue | 2,3,4 | ||
Cost of sales | 5 | ( | ( |
Gross profit | |||
Operating costs | ( | ( | |
Operating profit | 2,3,6 | ||
Finance income | 7 | ||
Finance costs | 7 | ( | ( |
Share of profit of joint venture | 17 | ||
Profit before tax | |||
Income tax expense | 11 | ( | ( |
Profit for the year | |||
| Profit for the year is attributable to: | |||
Owners of the Company | |||
Non-controlling interests | ( | ( | |
| Earnings per share attributable to owners of the Company | |||
Basic | 12 | ||
Diluted | 12 |
The Notes on pages 134 to 175 form part of these Group accounts.
2026 | 2025 | ||
| Notes | Ā£m | Ā£m | |
Profit for the year | |||
| Other comprehensive income/(expense) | |||
| Items that will not be reclassified subsequently to the income | |||
| statement | |||
Remeasurement of retirement benefit obligations | 10 | ||
Related income tax | 11 | ( | |
| Items that may be reclassified subsequently to the income | |||
| statement | |||
Foreign exchange translation differences of joint venture | 17 | ( | |
Foreign exchange translation differences | ( | ||
Fair value (loss)/gain on net investment hedges | 27 | ( | |
Movement in cash flow hedges | 27 | ||
Related income tax | 11 | ( | ( |
( | |||
Other comprehensive income/(expense) for the year | ( | ||
Total comprehensive income for the year | |||
| Total comprehensive income is attributable to: | |||
Owners of the Company | |||
Non-controlling interests | ( | ( | |
The Notes on pages 134 to 175 form part of these Group accounts.
RS Group plc Annual Report and Accounts 2026
130
GROUP BALANCE SHEET
For the year ended 31 March 2026
Company number: 647788
2026 | 2025 | ||
| Notes | Ā£m | Ā£m | |
| Non-current assets | |||
Intangible assets | 14 | ī¢ | ī¢ |
Property, plant and equipment | 15 | ī¢ | ī¢ |
Right-of-use assets | 16 | ī¢ | ī¢ |
Investment in joint venture | 17 | ī¢ | ī¢ |
Other receivables | 19 | ī¢ | ī¢ |
Retirement benefit net assets | 10 | ī¢ | ī¢ |
Deferred tax assets | 11 | ī¢ | ī¢ |
Total non-current assets | ī¢ | ī¢ | |
| Current assets ī¢ī¢ ī¢ī¢ | |||
Inventories | 18 | ī¢ | ī¢ |
Trade and other receivables | 19 | ī¢ | ī¢ |
Cash and cash equivalents ā cash and short-term deposits | 22 | ī¢ | ī¢ |
Derivative assets | 21 | ī¢ | ī¢ |
Current income tax receivables | ī¢ | ī¢ | |
Total current assets | ī¢ | ī¢ | |
Total assets | ī¢ | ī¢ | |
| Current liabilities ī¢ī¢ ī¢ī¢ | |||
Trade and other payables | 20 | ī¢( | ī¢( |
Cash and cash equivalents ā bank overdrafts | 22 | ī¢( | ī¢( |
Borrowings | 22 | ī¢( | ī¢( |
Lease liabilities | 16,22 | ī¢( | ī¢( |
Derivative liabilities | 21 | ī¢( | ī¢( |
Provisions | 24 | ī¢( | ī¢( |
Current income tax liabilities | ī¢( | ī¢( | |
Total current liabilities | ī¢( | ī¢( |
2026 | 2025 | ||
| Notes | Ā£m | Ā£m | |
| Non-current liabilities ī¢ī¢ ī¢ī¢ | |||
Other payables | 20 | ī¢( | ī¢( |
Retirement benefit obligations | 10 | ī¢( | ī¢( |
Borrowings | 22 | ī¢( | ī¢( |
Lease liabilities | 16,22 | ī¢( | ī¢( |
Provisions | 24 | ī¢( | ī¢( |
Deferred tax liabilities | 11 | ī¢( | ī¢( |
Total non-current liabilities | ī¢( | ī¢( | |
Total liabilities | ī¢( | ī¢( | |
Net assets | ī¢ | ī¢ | |
| Equity ī¢ī¢ ī¢ī¢ | |||
Share capital and share premium | 26 | ī¢ | ī¢ |
Own shares held by Employee Benefit Trust (EBT) | 26 | ī¢( | ī¢( |
Other reserves | 27 | ī¢ | ī¢ |
Retained earnings | ī¢ | ī¢ | |
Equity attributable to owners of the Company | ī¢ | ī¢ | |
Non-controlling interests | ī¢ | ī¢ | |
Total equity | ī¢ | ī¢ |
The Notes on pages 134 to 175 form part of these Group accounts.
GOVERNANCE REPORTSTRATEGIC REPORT OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
131
FINANCIAL STATEMENTS
Group accounts continued
GROUP CASH FLOW STATEMENT
For the year ended 31 March 2026
2026 | 2025 | ||
| Notes | Ā£m | Ā£m | |
| Cash flows from operating activities | |||
Profit before tax | |||
Depreciation and amortisation | 6 | ||
Impairment of intangible assets | 14 | ||
Impairment of property, plant and equipment | 15 | ||
Profit on business disposal | 29 | ( | ī¢ |
Loss on disposal of non-current assets | 6 | ||
Equity-settled share-based payments | 8,9 | ||
Net finance costs | |||
Share of profit of and dividends received from joint venture | 17 | ī¢ | ī¢ |
Decrease in inventories | |||
Increase in trade and other receivables | ( | ( | |
(Decrease)/increase in trade and other payables | ( | ||
Decrease in provisions | ( | ( | |
Defined benefit retirement contributions in excess of charge | ( | ( | |
Cash generated from operations | |||
Interest received | |||
Interest paid | ( | ( | |
Income tax paid | ( | ( | |
Net cash from operating activities |
2026 | 2025 | ||
| Notes | Ā£m | Ā£m | |
| Cash flows from investing activities | |||
Acquisition of businesses | 29 | ( | ( |
Cash and cash equivalents acquired with businesses | 29 | ī¢ | |
Total cash impact on acquisition of businesses | ( | ( | |
Purchase of intangible assets | ( | ( | |
Purchase of property, plant and equipment | ( | ( | |
Proceeds from sale of business | 29 | ī¢ | |
Net cash used in investing activities | ( | ( | |
| Cash flows from financing activities | |||
Proceeds from the issue of share capital | 26 | ||
Purchase of own shares by EBT | ( | ( | |
Net repayment of revolving facilities and short-term loans | ( | ( | |
Other loans drawn down | |||
Other loans repaid | ( | ||
Principal elements of lease payments | ( | ( | |
Dividends paid | 13 | ( | ( |
Net cash used in financing activities | ( | ( | |
Net increase in cash and cash equivalents | |||
Cash and cash equivalents at the beginning of the year | |||
Effect of exchange rate changes | ( | ||
Cash and cash equivalents at the end of the year | 22 |
The Notes on pages 134 to 175 form part of these Group accounts.
RS Group plc Annual Report and Accounts 2026
132
| Attributable to owners of the Company | ||||||||
| Share capital and share | Own shares | Other reserves | Retained | Non-controlling | ||||
| premium (Note 26) | held by EBT | (Note 27) | earnings | Total | interests | Total equity | ||
Ā£m | Ā£m | Ā£m | Ā£m | Ā£m | Ā£m | Ā£m | ||
At 1 April | 2024 | ( | ||||||
Profit for the year | ī¢ | ī¢ | ī¢ | ( | ||||
Other comprehensive (expense)/income | ī¢ | ī¢ | ( | ( | ī¢ | ( | ||
Total comprehensive (expense)/income | ī¢ | ī¢ | ( | ( | ||||
Cash flow hedging gains transferred to inventories | ī¢ | ī¢ | ( | ī¢ | ( | ī¢ | ( | |
Tax on cash flow hedging transferred to inventories | ī¢ | ī¢ | ī¢ | ī¢ | ||||
Dividends (Note 13) | ī¢ | ī¢ | ī¢ | ( | ( | ī¢ | ( | |
Equity-settled share-based payments (Notes 8 and 9) | ī¢ | ī¢ | ī¢ | ī¢ | ||||
Settlement of share awards | ī¢ | ( | ī¢ | |||||
Purchase of own shares by EBT | ī¢ | ( | ī¢ | ī¢ | ( | ī¢ | ( | |
Tax on equity-settled share-based payments | ī¢ | ī¢ | ī¢ | ( | ( | ī¢ | ( | |
At 31 March 2025 | ( | |||||||
Profit for the year | ī¢ | ī¢ | ī¢ | ( | ||||
Other comprehensive income | ī¢ | ī¢ | ī¢ | ī¢ | ||||
Total comprehensive income/(expense) | ī¢ | ī¢ | ( | |||||
Cash flow hedging gains transferred to inventories | ī¢ | ī¢ | ( | ī¢ | ( | ī¢ | ( | |
Tax on cash flow hedging transferred to inventories | ī¢ | ī¢ | ī¢ | ī¢ | ||||
Dividends (Note 13) | ī¢ | ī¢ | ī¢ | ( | ( | ī¢ | ( | |
Equity-settled share-based payments (Notes 8 and 9) | ī¢ | ī¢ | ī¢ | ī¢ | ||||
Settlement of share awards | ī¢ | ī¢ | ( | ī¢ | ||||
Purchase of own shares by EBT | ī¢ | ( | ī¢ | ī¢ | ( | ī¢ | ( | |
Tax on equity-settled share-based payments | ī¢ | ī¢ | ī¢ | ( | ( | ī¢ | ( | |
At | ( |
The Notes on pages 134 to 175 form part of these Group accounts.
GROUP STATEMENT OF CHANGES IN EQUITY
For the year ended 31 March 2026
GOVERNANCE REPORTSTRATEGIC REPORT OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
133
FINANCIAL STATEMENTS
NOTES TO GROUP ACCOUNTS
For the year ended 31 March 2026
Group accounts continued
RS Group plc Annual Report and Accounts 2026134
| Asia | ||||
EMEA | Americas | Pacific | Group | |
Year ended 31 March 2026 | Ā£m | Ā£m | Ā£m | Ā£m |
Revenue from external customers | 1,803.0 | 854.7 | 223.4 | 2,881.1 |
Segmental operating profit | 196.1 | 77.3 | 6.8 | 280.2 |
Central costs | (15.2) | |||
Adjusted operating profit 1 | 265.0 | |||
Amortisation of acquired intangibles | (20.2) | |||
Impairment of technology assets (Note 14) | (14.9) | |||
Acquisition-related items (Note 3) | 8.7 | |||
Operating profit | 238.6 | |||
Net finance costs | (19.5) | |||
Share of profit of joint venture | 0.6 | |||
Profit before tax | 219.7 | |||
Segmental capital expenditure | 44.9 | 7.9 | 1.0 | 53.8 |
Central costs | ā | |||
Capital expenditure | 53.8 | |||
Segmental depreciation and amortisation | 43.3 | 12.0 | 3.2 | 58.5 |
Central costs | 1.4 | |||
Amortisation of acquired intangibles | 20.2 | |||
Depreciation and amortisation (including of right-of- use assets) | 80.1 |
GOVERNANCE REPORTSTRATEGIC REPORT OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
135
FINANCIAL STATEMENTS
| Asia | ||||
EMEA | Americas | Pacific | Group | |
Year ended 31 March 2026 | Ā£m | Ā£m | Ā£m | Ā£m |
Web | 838.2 | 211.8 | 83.0 | 1,133.0 |
eProcurement and other digital | 525.1 | 38.0 | 36.8 | 599.9 |
Digital | 1,363.3 | 249.8 | 119.8 | 1,732.9 |
Offline | 439.7 | 604.9 | 103.6 | 1,148.2 |
Revenue | 1,803.0 | 854.7 | 223.4 | 2,881.1 |
| Year ended 31 March 2025 | ||||
Web | 851.2 | 269.5 | 81.9 | 1,202.6 |
eProcurement and other digital | 479.1 | 35.7 | 36.5 | 551.3 |
Digital | 1,330.3 | 305.2 | 118.4 | 1,753.9 |
Offline | 447.0 | 602.2 | 100.4 | 1,149.6 |
Revenue | 1,777.3 | 907.4 | 218.8 | 2,903.5 |
| Asia | ||||
EMEA | Americas | Pacific | Group | |
Year ended 31 March 2026 | Ā£m | Ā£m | Ā£m | Ā£m |
RS PRO | 371.4 | 8.1 | 35.4 | 414.9 |
Other | 1,431.6 | 846.6 | 188.0 | 2,466.2 |
Revenue | 1,803.0 | 854.7 | 223.4 | 2,881.1 |
| Year ended 31 March 2025 | ||||
RS PRO | 351.5 | 7.1 | 33.7 | 392.3 |
Other | 1,425.8 | 900.3 | 185.1 | 2,511.2 |
Revenue | 1,777.3 | 907.4 | 218.8 | 2,903.5 |
| Asia | ||||
EMEA | Americas | Pacific | Group | |
Year ended 31 March 2025 | Ā£m | Ā£m | Ā£m | Ā£m |
Revenue from external customers | 1,777.3 | 907.4 | 218.8 | 2,903.5 |
Segmental operating profit | 200.5 | 81.6 | 6.1 | 288.2 |
Central costs | (14.0) | |||
Adjusted operating profit 1 | 274.2 | |||
Amortisation and impairment of acquired intangibles | (37.3) | |||
Acquisition-related items (Note 3) | (4.1) | |||
Operating profit | 232.8 | |||
Net finance costs | (27.3) | |||
Share of profit of joint venture | 0.6 | |||
Profit before tax | 206.1 | |||
Segmental capital expenditure | 38.2 | 9.9 | 0.8 | 48.9 |
Central costs | - | |||
Capital expenditure | 48.9 | |||
Segmental depreciation and amortisation | 41.7 | 13.1 | 3.2 | 58.0 |
Central costs | 1.4 | |||
Amortisation of acquired intangibles | 26.0 | |||
Depreciation and amortisation (including of right-of- use assets) | 85.4 |
NOTES TO GROUP ACCOUNTS CONTINUE D
For the year ended 31 March 2026
Group accounts continued
2 Segmental reporting continued
RS Group plc Annual Report and Accounts 2026136
| Asia | ||||
EMEA | Americas | Pacific | Group | |
Year ended 31 March 2026 | Ā£m | Ā£m | Ā£m | Ā£m |
Services and solutions | 606.5 | 128.9 | 51.7 | 787.1 |
Other | 1,196.5 | 725.8 | 171.7 | 2,094.0 |
Revenue | 1,803.0 | 854.7 | 223.4 | 2,881.1 |
| Year ended 31 March 2025 (restated) | ||||
Services and solutions | 557.1 | 133.7 | 51.6 | 742.4 |
Other | 1,220.2 | 773.7 | 167.2 | 2,161.1 |
Revenue | 1,777.3 | 907.4 | 218.8 | 2,903.5 |
Revenue | Non-current assets | |||
2026 | 2025 | 2026 | 2025 | |
Ā£m | Ā£m | Ā£m | Ā£m | |
UK (country of domicile) | 677.8 | 669.5 | 222.3 | 209.0 |
US | 651.6 | 671.0 | 355.5 | 366.8 |
France | 360.0 | 331.1 | 17.9 | 16.2 |
Mexico | 165.7 | 197.9 | 192.3 | 181.8 |
Germany | 165.1 | 169.9 | 52.7 | 27.5 |
Italy | 126.4 | 120.1 | 9.3 | 5.3 |
Switzerland | 43.3 | 51.2 | 267.8 | 289.5 |
Rest of World | 691.2 | 692.8 | 29.9 | 35.0 |
Group | 2,881.1 | 2,903.5 | 1,147.7 | 1,131.1 |
GOVERNANCE REPORTSTRATEGIC REPORT OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
137
FINANCIAL STATEMENTS
| Operating | Operating | Operating profit | Operating profit | Profit | Profit for | Basic earnings | Diluted earnings | |
| costs | profit | margin 1 | conversion 2 | before tax | the year | per share | per share | |
| Year ended 31 March 2026 | Ā£m | Ā£m | % | % | Ā£m | Ā£m | p | p |
Reported | (1,011.7) | 238.6ī¢ | 8.3% | 19.1% | 219.7ī¢ | 161.9ī¢ | 34.6p | 34.5p |
Amortisation and impairment of acquired intangibles | 20.2 | 20.2ī¢ | 20.2ī¢ | 15.3ī¢ | 3.3p | 3.3p | ||
Impairment of technology assets | 14.9ī¢ | 14.9ī¢ | 14.9 | 11.2ī¢ | 2.3p | 2.3p | ||
Acquisition-related items | (8.7) | (8.7) | (8.7) | (7.2) | (1.5)p | (1.5)p | ||
Adjusted | (985.3) | 265.0ī¢ | 9.2% | 21.2% | 246.1ī¢ | 181.2ī¢ | 38.7p | 38.6p |
| Year ended 31 March 2025 | ||||||||
Reported | (1,010.4) | 232.8ī¢ | 8.0% | 18.7% | 206.1ī¢ | 152.6 | 32.5p | 32.5p |
Amortisation and impairment of acquired intangibles | 37.3 | 37.3ī¢ | 37.3 | 28.0 | 6.0p | 6.0p | ||
Acquisition-related items | 4.1ī¢ | 4.1ī¢ | 4.1ī¢ | 3.0 | 0.6p | 0.6p | ||
Adjusted | (969.0) | 274.2 | 9.4% | 22.1% | 247.5 | 183.6 | 39.1p | 39.1p |
NOTES TO GROUP ACCOUNTS CONTINUE D
For the year ended 31 March 2026
Group accounts continued
3 Alternative Performance Measures (APMs) continued
2026 | 2025 | |
Ā£m | Ā£m | |
Transaction costs ā acquisition-related costs incurred in year | (1.2) | ā |
Acquisition-related legal settlement income | 10.5 | ā |
Acquisition-related legal claim costs | ā | (2.1) |
Retention bonuses | (0.2) | (1.7) |
Other acquisition-related costs | (0.4) | (0.6) |
Remeasurements of contingent consideration (Note 29) | ā | 0.3 |
Acquisition-related items (in operating costs) | 8.7 | (4.1) |
Adjustments to uncertain tax provisions related to indemnification assets | 0.4 | 0.7 |
Other associated income tax effects | (1.9) | 0.4 |
Acquisition-related items after tax | 7.2 | (3.0) |
RS Group plc Annual Report and Accounts 2026
138
Gross margin and like-for-like gross margin change
Gross margin is gross profit expressed as a percentage of revenue. Like-for-like change in gross
margin is calculated by taking the difference between gross margin for the base business for the
current year and gross margin for the prior year, with reported revenue and reported gross profit
converted at the current yearās average exchange rates.
| Less: | ||||||
| acquisitions | 2026 | Like- | ||||
| 2026 | owned | base | 2025 at | for-like | ||
| Group | < 1 year | business | 2025 | 2026 rates | change | |
Ā£m | Ā£m | Ā£m | Ā£m | Ā£m | pts | |
Revenue | 2,881.1 | 6.2ī¢ | 2,874.9ī¢ | 2,903.5ī¢ | 2,896.0ī¢ | |
Gross profit | 1,250.3ī¢ | 1.6 | 1,248.7ī¢ | 1,243.2ī¢ | 1,243.9ī¢ | |
Gross margin | 43.4% | 25.8% | 43.4% | 42.8% | 43.0% | 0.4 pts |
Like-for-like profit change
Like-for-like change in profit is calculated by comparing the base business for the current year with
the prior year, converted at the current yearās average exchange rates.
| Less: | ||||||
| acquisitions | 2026 | Like- | ||||
| 2026 | owned | base | 2025 at | for-like | ||
| Group | < 1 year | business | 2025 | 2026 rates | change | |
Ā£m | Ā£m | Ā£m | Ā£m | Ā£m | % | |
| Segmental operating profit | ||||||
EMEA | 196.1ī¢ | 0.4 | 195.7ī¢ | 200.5 | 207.7 | (6)% |
Americas | 77.3ī¢ | ā | 77.3ī¢ | 81.6 | 77.8 | (1)% |
Asia Pacific | 6.8ī¢ | ā | 6.8 | 6.1 | 5.3 | 28% |
Segmental operating profit | 280.2ī¢ | 0.4ī¢ | 279.8ī¢ | 288.2 | 290.8ī¢ | (4)% |
Central costs | (15.2) | ā | (15.2) | (14.0) | (14.0) | 9% |
Adjusted operating profit | 265.0ī¢ | 0.4ī¢ | 264.6ī¢ | 274.2 | 276.8ī¢ | (4)% |
Adjusted profit before tax | 246.1ī¢ | 0.4ī¢ | 245.7ī¢ | 247.5 | 250.0 | (2)% |
| Adjusted basic earnings per | 38.7p | 0.0p | 38.7p | 39.1p | 39.5p | (2)% |
| share | ||||||
| Adjusted diluted earnings per | 38.6p | 0.1p | 38.5p | 39.1p | ||
| share |
Like-for-like revenue and profit measures
Like-for-like revenue and profit measures are adjusted to exclude the effects of changes in exchange
rates on translation of overseas profits. They exclude acquisitions in the relevant years until they have
been owned for a year, at which point they start to be included in both the current and comparative
years for the same number of months. These measures enable management and investors to track
more easily, and consistently, the performance of the business.
The principal exchange rates applied in preparing the Group accounts and in calculating the
following like-for-like measures are:
2026 | 2026 | 2025 | 2025 | |
Average | Closing | Average | Closing | |
US dollar | 1.341 | 1.324 | 1.276 | 1.293 |
Euro | 1.157 | 1.151 | 1.189 | 1.198 |
Like-for-like revenue change
Like-for-like revenue change is also adjusted to eliminate the impact of differences in trading days
year-on-year. It is calculated by comparing the revenue of the base business for the current year with
the prior year, converted at the current yearās average exchange rates and pro-rated for the same
number of trading days as the current year. It is a performance measure for the annual incentive and
a financial KPI.
| Ā£m | |
Revenue for 2025 | 2,903.5 |
Effect of exchange rates | (7.5) |
Effect of trading days | (7.3) |
Revenue for 2025 at 2026 rates and trading days | 2,888.7 |
| 2025 at | ||||||
| Less: | 2026 | |||||
| acquisitions | 2026 | rates and | Like- | |||
| 2026 | owned | base | trading | for-like | ||
| Group | < 1 year | business | 2025 | days | change | |
Ā£m | Ā£m | Ā£m | Ā£m | Ā£m | % | |
EMEA | 1,803.0ī¢ | 6.2ī¢ | 1,796.8ī¢ | 1,777.3 | 1,806.6 | (1)% |
Americas | 854.7ī¢ | ā | 854.7 | 907.4 | 869.1 | (2)% |
Asia Pacific | 223.4ī¢ | ā | 223.4 | 218.8 | 213.0 | 5% |
Revenue | 2,881.1 | 6.2ī¢ | 2,874.9ī¢ | 2,903.5 | 2,888.7ī¢ | (0)% |
GOVERNANCE REPORTSTRATEGIC REPORT OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
139
FINANCIAL STATEMENTS
2026 | 2025 | |
Ā£m | Ā£m | |
Net cash from operating activities | 263.8 | 259.1 |
Purchase of intangible assets | (34.0) | (33.1) |
Purchase of property, plant and equipment | (18.9) | (16.2) |
Add back: impact of substantial reorganisation cash flows | ā | 0.2 |
Add back: impact of acquisition-related items cash flows | (8.7) | 4.1 |
NOTES TO GROUP ACCOUNTS CONTINUE D
For the year ended 31 March 2026
Group accounts continued
3 Alternative Performance Measures (APMs) continued
2026 | 2025 | |
Ā£m | Ā£m | |
Operating profit | 238.6 | 232.8 |
Add back: depreciation and amortisation | 80.1 | 85.4 |
EBITDA | 318.7 | 318.2 |
Add back: impairment of acquired intangibles | ā | 11.3 |
Add back: impairment of technology assets | 14.9 | ā |
Add back: acquisition-related items | (8.7) | 4.1 |
Adjusted EBITDA | 324.9 | 333.6 |
Net debt | 328.9 | 364.2 |
Net debt to adjusted EBITDA | 1.0x | 1.1x |
2026 | 2025 | |
Ā£m | Ā£m | |
Adjusted free cash flow | 202.2 | 214.1 |
Add back: income tax paid | 67.4 | 60.4 |
Add back: net interest paid | 19.6 | 29.3 |
Adjusted operating cash flow | 289.2 | 303.8 |
Adjusted operating profit | 265.0 | 274.2 |
Adjusted operating cash flow conversion | 109.1% | 110.8% |
| Less: | ||||||
| acquisitions | 2026 | Like- | ||||
| 2026 | owned | base | 2025 at | for-like | ||
| Group | < 1 year | business | 2025 | 2026 rates | change | |
Ā£m | Ā£m | Ā£m | Ā£m | Ā£m | % | |
| Segmental revenue | ||||||
EMEA | 1,803.0ī¢ | 6.2ī¢ | 1,796.8ī¢ | 1,777.3ī¢ | 1,811.2ī¢ | |
Americas | 854.7ī¢ | ā | 854.7ī¢ | 907.4 | 871.3ī¢ | |
Asia Pacific | 223.4 | ā | 223.4ī¢ | 218.8ī¢ | 213.5 | |
Revenue | 2,881.1ī¢ | 6.2ī¢ | 2,874.9ī¢ | 2,903.5ī¢ | 2,896.0ī¢ | |
| Segmental operating profit | ||||||
| margin | ||||||
EMEA | 10.9% | ā | 10.9% | 11.3% | 11.5% | (0.6) pts |
Americas | 9.0% | ā | 9.0% | 9.0% | 8.9% | 0.1 pts |
Asia Pacific | 3.0% | ā | 3.0% | 2.8% | 2.5% | 0.5 pts |
| Adjusted operating profit | 9.2% | ā | 9.2% | 9.4% | 9.6% | (0.4) pts |
| margin |
RS Group plc Annual Report and Accounts 2026140
2026 | 2025 | |
Ā£m | Ā£m | |
Adjusted EBITDA | 324.9 | 333.6 |
Less: depreciation | (35.3) | (34.7) |
EBITA | 289.6 | 298.9 |
Finance costs | 22.4 | 32.0 |
Less: finance income | (2.9) | (4.7) |
Interest (per debt covenants) | 19.5 | 27.3 |
EBITA to interest | 14.9x | 10.9x |
Return on capital employed (ROCE)
ROCE is annualised adjusted operating profit expressed as a percentage of annualised monthly
average net assets, excluding net cash/debt and retirement benefit obligations, and is an underpin
for the LTIP Award and a financial KPI. Annualised monthly average net assets, annualised average
net debt, and annualised average retirement benefit net (assets)/obligations are the average of those
respective month-end balances of the preceding thirteen months.
2026 | 2025 | |
Ā£m | Ā£m | |
Average net assets | 1,387.0 | 1,374.9 |
Add back: average net debt | 323.1 | 414.7 |
Add back: average retirement benefit net (assets)/obligations | 10.3 | 20.2 |
Average capital employed | 1,720.4 | 1,809.8 |
Adjusted operating profit | 265.0 | 274.2 |
ROCE | 15.4% | 15.2% |
Working capital as a percentage of revenue
Working capital is inventories, current trade and other receivables, and current trade and
other payables.
2026 | 2025 | |
Ā£m | Ā£m | |
Inventories | 595.0 | 617.3 |
Current trade and other receivables | 729.2 | 688.5 |
Current trade and other payables | (634.2) | (611.0) |
Working capital | 690.0 | 694.8 |
Revenue | 2,881.1 | 2,903.5 |
Working capital as a percentage of revenue | 23.9% | 23.9% |
Inventory turn
Inventory turn is cost of sales divided by inventories.
2026 | 2025 | |
Ā£m | Ā£m | |
Cost of sales | 1,630.8 | 1,660.3 |
Inventories | 595.0 | 617.3 |
Inventory turn | 2.7 | 2.7 |
Ratio of capital expenditure to depreciation
Ratio of capital expenditure to depreciation is capital expenditure divided by depreciation and
amortisation, excluding amortisation of acquired intangibles and depreciation of right-of-use assets.
2026 | 2025 | |
Ā£m | Ā£m | |
Depreciation and amortisation | 80.1 | 85.4 |
Less: amortisation of acquired intangibles | (20.2) | (26.0) |
Less: depreciation of right-of-use assets | (17.4) | (17.2) |
Adjusted depreciation and amortisation | 42.5 | 42.2 |
Capital expenditure | 53.8 | 48.9 |
Ratio of capital expenditure to depreciation | 1.3 timesī¢ | 1.2 timesī¢ |
Annual incentive performance measures
Two additional measures are used for the purpose of annual incentive targets, as presented in the
Directorsā Remuneration Report: adjusted profit before tax excluding restructuring and adjusted free
cash flow excluding restructuring. These measures exclude restructuring costs and related cash flows
incurred in the year and not already included in the definition of adjusting items.
2026 | 2025 | |
Ā£m | Ā£m | |
Adjusted profit before tax | 246.1 | 247.5 |
Add back: Restructuring costs | 2.5 | 8.2 |
Adjusted profit before tax excluding restructuring | 248.6 | 255.7 |
Adjusted free cash flow | 202.2 | 214.1 |
Add back: Restructuring cash flows | 2.5 | 6.4 |
Adjusted free cash flow excluding restructuring | 204.7 | 220.5 |
GOVERNANCE REPORTSTRATEGIC REPORT OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
141
FINANCIAL STATEMENTS
NOTES TO GROUP ACCOUNTS CONTINUE D
For the year ended 31 March 2026
Group accounts continued
2026 | 2025 | |
Ā£m | Ā£m | |
Inventory scrapped | 19.5 | 15.1 |
Movement in inventory provisions | (3.1) | 7.1 |
Write-down of inventories to net realisable value | 16.4 | 22.2 |
Loss on foreign exchange related to sales and purchases | ā | 0.4 |
Net gains on forward foreign exchange contracts classified as fair value through profit or loss | (0.5) | (0.1) |
Direct costs related to the provision of outsourced services | 39.8 | 42.6 |
Inventories recognised as an expense | 1,575.1 | 1,595.2 |
Cost of sales | 1,630.8 | 1,660.3 |
RS Group plc Annual Report and Accounts 2026142
2026 | 2025 | |
The following items have been included in operating profit: | Ā£m | Ā£m |
Amortisation of intangible assets (Note 14) | 44.8 | 50.7 |
Depreciation of property, plant and equipment (Note 15) | 17.9 | 17.5 |
Depreciation of right-of-use assets (Note 16) | 17.4 | 17.2 |
Depreciation and amortisation | 80.1 | 85.4 |
Impairment of intangible assets (Note 14) | 14.9 | 12.8 |
Impairment of property, plant and equipment (Note 15) | ā | 0.4 |
Freight and packaging expenses | 113.4 | 111.0 |
Amortisation of government grants | (0.1) | (0.1) |
Loss/(gain) on other foreign exchange | 0.3 | (0.6) |
Net (gains)/losses on forward foreign exchange contracts classified as fair value through profit or loss | (0.1) | 0.7 |
Acquisition-related legal settlement income | (10.5) | ā |
Profit on business disposal | (3.4) | ā |
Loss on disposal of intangible assets | ā | 0.3 |
Loss on disposal of property, plant and equipment | ā | 0.1 |
Loss/(gain) on disposal of right-of-use assets | 0.3 | (0.3) |
Increase in impairment allowance for financial assets (Note 23) | 2.1 | 4.2 |
Employee costs (Note 8) | 499.6 | 496.0 |
2026 | 2025 | |
Ā£m | Ā£m | |
| Fees payable to the Companyās Auditors for the audit of the Company and Group | 2.7 | 2.1 |
| accounts | ||
| Fees payable to the Companyās Auditors and their associates for other services: | ||
Audit of the Companyās subsidiaries | 1.6 | 2.0 |
Audit-related assurance services | 0.1 | 0.1 |
Total fees payable to the Companyās Auditors and their associates | 4.4 | 4.2 |
2026 | 2025 | |
Ā£m | Ā£m | |
| Finance income | ||
Interest income on financial assets measured at amortised cost | 2.9 | 4.7 |
Finance income | 2.9 | 4.7 |
| Finance costs | ||
Interest expense on financial liabilities measured at amortised cost | (16.5) | (25.8) |
Interest expense on lease liabilities | (2.8) | (2.8) |
Interest expense on financial liabilities not at fair value through profit or loss | (19.3) | (28.6) |
Interest expense on tax payable | - | (0.1) |
Interest credit/(charge) on uncertain income tax positions | (0.2) | 0.4 |
Invoice finance charges | (2.9) | (3.7) |
Finance costs | (22.4) | (32.0) |
8 Employees
Average number of employees | 2026 | 2025 |
EMEA | 5,640 | 5,689 |
Americas | 2,150 | 2,192 |
Asia Pacific | 750 | 760 |
Central | 60 | 68 |
Group | 8,600 | 8,709 |
GOVERNANCE REPORTSTRATEGIC REPORT OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
143
FINANCIAL STATEMENTS
Awards under the 2022 LTIP are subject to a market performance condition based on TSR of the
Group versus a defined comparator group (see the Directorsā Remuneration report for details) and a
non-market performance condition based on the adjusted EPS compound annual growth rate (CAGR)
over the vesting period with a ROCE underpin.
Awards under the 2024 RSU and 2025 RSU made to senior management are generally subject to a
discretionary underpin based on a holistic review of overall business performance delivered over the
vesting period, as determined by the Remuneration Committee. Awards under the 2025 RSU made
to all other employees are only subject to service conditions.
The fair values of equity-settled LTIP awards were calculated at the grant date using the assumptions
below, with the fair value of those subject to market performance conditions calculated using a
Monte Carlo model.
2026 | 2025 | ||||
| December | July | June | December | June | |
| Grant date | 2025 | 2025 | 2025 | 2024 | 2024 |
| Market performance conditions | |||||
Awards granted | 21,029 | 273,526 | 128,576 | 32,298 | 447,743 |
Fair value at grant date | 234p | 209p | 213p | 243p | 268p |
| Assumptions used: | |||||
Share price | 665p | 580p | 573p | 701p | 698p |
Expected volatility | 29.3% | 30.3% | 30.3% | 29.2% | 29.0% |
Expected life | 2 years | 3 years | 3 years | 2 years | 3 years |
| 5 months | 5 months | ||||
Risk-free interest rate | 3.79% | 3.92% | 3.88% | 4.07% | 4.24% |
| Other conditions | |||||
Awards granted - LTIP | 21,029 | 273,526 | 128,576 | 32,298 | 447,743 |
Fair value at grant date | 605p | 528p | 522p | 640p | 637p |
Awards granted - restricted shares | 259,384 | 546,735 | 1,451,621 | 136,838 | 774,977 |
Fair value at grant date | 665p | 580p | 573p | 701p | 698p |
Expected volatility was estimated based on the historical total return of the Company over the
most recent period leading up to the grant date as equal to the remaining performance period.
The risk-free interest rate has been based on the implied yield of zero-coupon UK government
bonds with a remaining term equal to the expected life of the awards.
8 Employees continued
2026 | 2025 | |
| Employment costs | Ā£m | Ā£m |
Wages and salaries | 401.0 | 401.9ī¢ |
Social security costs | 58.0 | 51.0ī¢ |
Share-based payments ā equity-settled (Note 9) | 9.9 | 9.4 |
Share-based payments ā cash-settled (Note 9) | 0.9 | (0.8) |
Defined contribution retirement benefit costs (Note 10) | 22.4 | 21.4 |
Defined benefit retirement benefit costs (Note 10) | 2.9 | 3.4 |
495.1 | 486.3 | |
Termination benefits | 4.5 | 9.7 |
Total | 499.6 | 496.0 |
Information on the Directorsā remuneration is given in the Directorsā Remuneration report on pages
98 to 117.
NOTES TO GROUP ACCOUNTS CONTINUE D
For the year ended 31 March 2026
Group accounts continued
RS Group plc Annual Report and Accounts 2026144
The fair values of cash-settled LTIP awards at 31 March 2026 were:
| Awards | Fair | |
| granted | value | |
June 2024 - Other conditions | 7,035 | 560p |
June 2025 - Other conditions | 4,079 | 560p |
July 2025 - Other conditions | 3,735 | 560p |
The movements in the LTIP awards (equity- and cash-settled) were:
2026 | 2025 | |
Number | Number | |
of awards | of awards | |
Outstanding at 1 April | 7,330,127 | 6,827,091 |
Forfeited during the year | (586,135) | (507,411) |
Expired during the year | (3,371,386) | (427,907) |
Exercised during the year | (114,929) | (475,579) |
Granted during the year | 3,118,596 | 1,913,933 |
Outstanding at 31 March | 6,376,273 | 7,330,127 |
DSBP ā equity-settled
Under the DSBP, one-third of the total annual incentive earned by plan participants is awarded as
shares and vests after two years, normally subject to the continued employment of the participant
within the Group. There are no other performance conditions. The participants receive accrued
dividends on vesting. Deferred share awards relating to the annual incentive for the year ended
31 March 2026 are expected to be awarded in June 2026. The fair value of the shares awarded during
the year was 570p (2024/25: 698p) per share award which was the share price at the date of award.
The movements in the DSBP awards were:
2026 | 2025 | |
Number | Number | |
of awards | of awards | |
Outstanding at 1 April | 177,395 | 248,588 |
Forfeited during the year | (15,873) | ā |
Exercised during the year | (161,387) | (115,527) |
Granted during the year | 178,353 | 44,334 |
Outstanding at 31 March | 178,488 | 177,395 |
SAYE ā equity-settled and cash-settled
The SAYE scheme is available to the majority of employees of the Group employed at the time that
the invitation period commences. The UK element is equity-settled and the overseas element is
cash-settled. The option price is based on the average market price of the Companyās shares over the
three days prior to the offer, discounted by 20%. The option exercise conditions are the employeeās
continued employment for a three-year period and the maintenance of employeeās regular
monthly savings. Failure of either of these conditions is normally deemed a forfeiture of the option.
Employees may subscribe to the three-year or, when offered, the five-year savings period. Under the
UK element, at the end of the savings period, the employee has six months to either exercise their
options to purchase the shares at the agreed price or withdraw their savings with accrued interest.
Under the overseas element, at the end of the savings period, the employee has six months to either
exercise their options to receive cash equal to the difference between the market price and the
option price or withdraw their savings with accrued interest. There are no market conditions attached
to the vesting of the options.
The fair value of equity-settled SAYE options was calculated at the grant date using a Black-Scholes
model, with the assumptions below.
2026 | 2025 | |
3 year | 3 year | |
| December | December | |
| Grant date | 2025 | 2024 |
Options granted | 1,485,010 | 879,923 |
Fair value at grant date | 168p | 219p |
| Assumptions used: | ||
Share price | 601p | 722p |
Exercise price | 452p | 573p |
Expected volatility | 29.1% | 31.5% |
Expected option life | 3 years | 3 years |
| 5 months | 2 months | |
Expected dividend yield | 4.33% | 2.93% |
Risk-free interest rate | 3.71% | 4.01% |
Expected volatility was estimated based on the historical volatility of the Companyās shares over the
most recent three-year period. Expected dividend yield was the annual dividend yield as at the grant
date. The risk-free interest rate was the yield, at the grant date, of three-year UK government bonds.
GOVERNANCE REPORTSTRATEGIC REPORT OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
145
FINANCIAL STATEMENTS
NOTES TO GROUP ACCOUNTS CONTINUE D
For the year ended 31 March 2026
Group accounts continued
9 Share-based payments continued
The fair values of cash-settled SAYE options at 31 March 2026 are shown below and were calculated
using a Black-Scholes model, using a share price of 560p, expected dividend yield of 3.8% and
additional assumptions below.
| Expected | Risk-free | |||||
| Options | Exercise | Expected | remaining | interest | ||
granted | Fair value | price | volatility | option life | rate | |
5 year September 2021 | 11,939ī¢ | 2p | 824p | 27.4% | 0.6 | 4.38% |
3 year November 2023 | 707,264ī¢ | 58p | 562p | 29.3% | 0.8ī¢ | 4.38% |
3 year December 2024 | 309,326 | 83p | 573p | 30.6% | 1.8 | 4.41% |
3 year December 2025 | 632,825 | 149p | 452p | 29.2% | 2.8ī¢ | 4.42% |
Expected volatility is estimated based on the historical volatility of the Companyās shares over the
most recent period commensurate to the expected remaining life of the option. Expected dividend
yield is the annual dividend yield as at the year end. The risk-free interest rate is the yield, at the
year end, of UK government bonds with duration commensurate to the expected remaining life of
the option.
The movements in and weighted average exercise price of the SAYE options (equity- and cash-settled)
were:
2026 | 2025 | |||
Weighted | Weighted | |||
average | average | |||
exercise | Number | exercise | Number | |
price | of options | price | of options | |
Outstanding at 1 April | 612p | 4,500,577 | 616p | 4,526,870 |
Forfeited during the year | 638p | (464,848) | 641p | (195,806) |
Expired during the year | 629p | (1,283,413) | 623p | (646,268) |
Exercised during the year | 525p | (122,209) | 500p | (373,468) |
Granted during the year | 452p | 2,117,835 | 573p | 1,189,249 |
Outstanding at 31 March | 535p | 4,747,942 | 612p | 4,500,577 |
Exercisable at 31 March | 704p | 615,345 | 767p | 391,978 |
SAYE options outstanding at the year end were:
2026 | 2025 | |
| Option prices: | ||
Ā£4.00 - Ā£4.99 | 2,074,988 | 57,406 |
Ā£5.00 - Ā£5.99 | 2,082,612 | 3,284,752 |
Ā£7.00 - Ā£7.99 | 565,629 | 795,500 |
Ā£8.00 - Ā£8.99 | 24,713 | 362,919 |
4,747,942 | 4,500,577 | |
Weighted average remaining contractual life (in years) | 1.75 | 2.01 |
Weighted average share price during period of exercise | 626p | 701p |
RS Group plc Annual Report and Accounts 2026146
GOVERNANCE REPORTSTRATEGIC REPORT OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
147
FINANCIAL STATEMENTS
2026 | 2025 | |
Years | Years | |
Member aged 65 (current life expectancy) ā male | 22.0 | 22.1 |
Member aged 65 (current life expectancy) ā female | 23.8 | 23.5 |
Member aged 45 (life expectancy at aged 65) ā male | 22.1 | 22.5 |
Member aged 45 (life expectancy at aged 65) ā female | 24.8 | 25.2 |
| Increase in | Decrease in | |
| assumption | assumption | |
Ā£m | Ā£m | |
Effect on obligation of a 0.5 pts change to the assumed discount rate | (18.3) | 20.2 |
Effect on obligation of a 0.25 pts change in the assumed inflation rate | 5.4 | (5.9) |
Effect on obligation of a change of one year in assumed life expectancy | (8.1) | 10.1 |
2026 | 2025 | |
Discount rate | 6.20% | 5.80% |
Rate of increase in pensionable salaries | Nil | Nil |
Rate of RPI inflation | 3.30% | 3.10% |
Rate of CPI inflation | 3.10% | 2.80% |
| Rate of pension increases | ||
RPI inflation capped at 5.0% p.a. | 3.05% | 2.90% |
RPI inflation capped at 2.5% p.a. | 2.00% | 1.90% |
NOTES TO GROUP ACCOUNTS CONTINUE D
For the year ended 31 March 2026
Group accounts continued
10 Retirement benefit obligations continued
RS Group plc Annual Report and Accounts 2026148
2026 | 2025 | |||||||
| Present value of | Effect of asset | Retirement | Present value of | Effect of asset | Retirement | |||
| Fair value of | defined benefit | ceiling/onerous | benefit | Fair value of | defined benefit | ceiling/onerous | benefit | |
| scheme assets | obligations | liability | obligations | scheme assets | obligations | liability | obligations | |
Ā£m | Ā£m | Ā£m | Ā£m | Ā£m | Ā£m | Ā£m | Ā£m | |
Germanyās defined benefit pension scheme | ā | (7.0) | ā | (7.0) | ā | (6.8) | ā | (6.8) |
Republic of Irelandās defined benefit pension scheme | 7.5 | (5.1) | ā | 2.4 | 7.0 | (5.1) | ā | 1.9 |
Franceās defined benefit retirement indemnity scheme | ā | (3.3) | ā | (3.3) | ā | (3.0) | ā | (3.0) |
Italyās defined benefit retirement indemnity scheme | ā | (1.0) | ā | (1.0) | ā | (1.2) | ā | (1.2) |
Switzerlandās contribution-based scheme | 26.8 | (21.6) | (5.2) | ā | 25.5 | (20.6) | (4.3) | 0.6 |
Other | 34.3 | (38.0) | (5.2) | (8.9) | 32.5 | (36.7) | (4.3) | (8.5) |
2026 | 2025 | |||||
UK | Other | Total | UK | Other | Total | |
Ā£m | Ā£m | Ā£m | Ā£m | Ā£m | Ā£m | |
Current service cost | 1.0 | 0.6 | 1.6 | 1.1 | 0.5 | 1.6 |
Past service cost | ā | (0.2) | (0.2) | ā | (0.1) | (0.1) |
Interest expense on obligation | 19.3 | 0.9 | 20.2 | 18.4 | 0.8 | 19.2 |
Interest income on scheme assets | (22.8) | (0.6) | (23.4) | (20.5) | (0.6) | (21.1) |
| Interest expense on asset ceiling/ | 3.7 | 0.1 | 3.8 | 2.6 | 0.1 | 2.7 |
| onerous liability | ||||||
Administrative expenses | 0.9 | ā | 0.9 | 1.1 | ā | 1.1 |
| Total charge for defined benefit | 2.1 | 0.8 | 2.9 | 2.7 | 0.7 | 3.4 |
| schemes | ||||||
| Total charge for defined | 11.3 | 11.1 | 22.4 | 11.2 | 10.2 | 21.4 |
contribution schemes and personal pensions |
2026 | 2025 | |||||
UK | Other | Total | UK | Other | Total | |
Ā£m | Ā£m | Ā£m | Ā£m | Ā£m | Ā£m | |
Fair value of scheme assets | 398.5 | 34.3 | 432.8 | 400.4 | 32.5 | 432.9 |
| Present value of defined benefit | (338.7) | (38.0) | (376.7) | (342.6) | (36.7) | (379.3) |
| obligations | ||||||
| Effect of asset ceiling/onerous | (59.8) | (5.2) | (65.0) | (63.2) | (4.3) | (67.5) |
| liability | ||||||
| Retirement benefit net | ā | (8.9) | (8.9) | (5.4) | (8.5) | (13.9) |
| obligations | ||||||
| Amount recognised on the balance | ā | (11.3) | (11.3) | (5.4) | (11.0) | (16.4) |
| sheet ā liability | ||||||
| Amount recognised on the balance | ā | 2.4 | 2.4 | ā | 2.5 | 2.5 |
| sheet ā asset |
GOVERNANCE REPORTSTRATEGIC REPORT OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
149
FINANCIAL STATEMENTS
2026 | 2025 | |||||
UK | Other | Total | UK | Other | Total | |
Ā£m | Ā£m | Ā£m | Ā£m | Ā£m | Ā£m | |
At 1 April | 400.4 | 32.5 | 432.9 | 421.2 | 30.8 | 452.0 |
Acquisitions | ā | ā | ā | ā | ā | ā |
Interest income | 22.8 | 0.6 | 23.4 | 20.5 | 0.6 | 21.1 |
| Return on scheme assets | (10.7) | 0.3 | (10.4) | (33.9) | 1.5 | (32.4) |
| (excluding interest income) | ||||||
Contributions by company | 7.0 | 1.1 | 8.1 | 13.1 | 1.0 | 14.1 |
Benefits paid | (20.1) | (2.7) | (22.8) | (19.4) | (1.4) | (20.8) |
Administrative expenses | (0.9) | ā | (0.9) | (1.1) | ā | (1.1) |
Employee contributions | ā | 0.2 | 0.2 | ā | 0.2 | 0.2 |
Exchange differences | ā | 2.3 | 2.3 | ā | (0.2) | (0.2) |
At 31 March | 398.5 | 34.3 | 432.8 | 400.4 | 32.5 | 432.9 |
2026 | 2025 | |||||
UK | Other | Total | UK | Other | Total | |
Ā£m | Ā£m | Ā£m | Ā£m | Ā£m | Ā£m | |
| QIAIF (liability driven investment | 217.1 | ā | 217.1 | 213.5 | ā | 213.5 |
| and credit portfolio of quoted | ||||||
| assets) | ||||||
Quoted equities | ā | 9.1 | 9.1 | ā | 10.7 | 10.7 |
Quoted debt instruments | 66.5 | 15.7 | 82.2 | 102.6 | 13.5 | 116.1 |
Unquoted debt instruments | 114.4 | ā | 114.4 | 83.5 | ā | 83.5 |
Property | ā | 9.2 | 9.2 | ā | 8.2 | 8.2 |
Cash | 0.5 | 0.3 | 0.8 | 0.8 | 0.1 | 0.9 |
| Total market value of scheme | 398.5 | 34.3 | 432.8 | 400.4 | 32.5 | 432.9 |
| assets |
2026 | 2025 | |||||
UK | Other | Total | UK | Other | Total | |
Ā£m | Ā£m | Ā£m | Ā£m | Ā£m | Ā£m | |
At 1 April | 342.6 | 36.7 | 379.3 | 385.1 | 36.7 | 421.8 |
Acquisitions | ā | ā | ā | ā | 0.6 | 0.6 |
Current service cost | 1.0 | 0.6 | 1.6 | 1.1 | 0.5 | 1.6 |
Past service cost | ā | (0.2) | (0.2) | ā | (0.1) | (0.1) |
Interest expense | 19.3 | 0.9 | 20.2 | 18.4 | 0.8 | 19.2 |
| Effect of changes in demographic | 2.4 | (0.2) | 2.2 | ā | ā | ā |
| assumptions | ||||||
| Effect of changes in financial | (10.7) | (0.4) | (11.1) | (43.5) | (1.0) | (44.5) |
| assumptions | ||||||
Effect of experience adjustments | 4.2 | 0.9 | 5.1 | 0.9 | 0.8 | 1.7 |
Benefits paid | (20.1) | (2.7) | (22.8) | (19.4) | (1.4) | (20.8) |
Employee contributions | ā | 0.2 | 0.2 | ā | 0.2 | 0.2 |
Exchange differences | ā | 2.2 | 2.2 | ā | (0.4) | (0.4) |
At 31 March | 338.7 | 38.0 | 376.7 | 342.6 | 36.7 | 379.3 |
NOTES TO GROUP ACCOUNTS CONTINUE D
For the year ended 31 March 2026
Group accounts continued
10 Retirement benefit obligations continued
RS Group plc Annual Report and Accounts 2026150
2026 | 2025 | |||||
UK | Other | Total | UK | Other | Total | |
Ā£m | Ā£m | Ā£m | Ā£m | Ā£m | Ā£m | |
At 1 April | 63.2 | 4.3 | 67.5 | 52.2 | 3.7 | 55.9 |
Acquisitions | ā | ā | ā | ā | ā | ā |
Interest expense | 3.7 | 0.1 | 3.8 | 2.6 | 0.1 | 2.7 |
| Change in asset ceiling/onerous | (7.1) | 0.5 | (6.6) | 8.4 | 0.5 | 8.9 |
| liability (excluding interest expense) | ||||||
Exchange differences | ā | 0.3 | 0.3 | ā | ā | ā |
At 31 March | 59.8 | 5.2 | 65.0 | 63.2 | 4.3 | 67.5 |
GOVERNANCE REPORTSTRATEGIC REPORT OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
151
FINANCIAL STATEMENTS
Effective tax rate
In assessing the underlying performance, the Group uses adjusted profit before tax. The tax effect of
the adjusting items (see Note 3) is excluded in calculating the effective tax rate (being the tax rate on
adjusted profit before tax) which is shown in the table below.
2026 | 2025 | |
Ā£m | Ā£m | |
Income tax expense | 57.8 | 53.5 |
Tax associated with adjusting items (Note 3) | 7.1 | 10.4 |
Tax on adjusted profit | 64.9 | 63.9 |
Profit before tax | 219.7 | 206.1 |
Adjusting items (Note 3) | 26.4 | 41.4 |
Adjusted profit before taxation | 246.1 | 247.5 |
Reported tax rate | 26.3% | 26.0% |
Effective tax rate | 26.4% | 25.8% |
Tax expense recognised directly in other comprehensive income
2026 | 2025 | |
Ā£m | Ā£m | |
Relating to remeasurement of retirement benefit obligations | ā | 0.3 |
Relating to movement in cash flow hedges | 0.6 | 0.2 |
0.6 | 0.5 |
Tax recognised directly in equity includes a charge of Ā£0.2 million (2024/25: Ā£0.2 million) for
share-based payments, and a credit of Ā£0.8 million (2024/25: Ā£0.1 million) in relation to cash
flow hedging.
Tax expense/(income) recognised in the income statement
2026 | 2025 | |
Ā£m | Ā£m | |
| Current tax | ||
Current tax on profits for the year | 61.0 | 58.6 |
Adjustments for prior years | 3.3 | (0.1) |
Total current tax | 64.3 | 58.5 |
| Deferred tax | ||
Origination and reversal of temporary differences | (4.4) | (4.3) |
Changes in tax rates and laws | (0.2) | ā |
Adjustments for prior years | (1.9) | (0.7) |
Total deferred tax | (6.5) | (5.0) |
Income tax expense | 57.8 | 53.5 |
The income tax expense for the year can be reconciled to the profit per the income statement as follows:
2026 | 2025 | |
Ā£m | Ā£m | |
Profit before tax | 219.7 | 206.1 |
Expected tax charge at UK corporation tax rate of 25% (2025: 25%) | 54.9 | 51.6 |
| Recurring items | ||
Differences in overseas corporation tax rates | (3.0) | (1.2) |
Impact of tax losses | (0.2) | (1.7) |
Items not taxable for tax purposesī¢ | (0.9) | (0.8) |
Items not deductible for tax purposes | 1.1 | 3.3 |
Other local taxes suffered overseasī¢ | 3.5 | 2.1 |
| Non-recurring items | ||
Changes in tax rates and laws | 0.2 | 0.7 |
Movement in uncertain tax positions in current year | 0.8 | 1.1 |
Movement in uncertain tax positions for prior years | (0.6) | (0.8) |
Prior year adjustments | 2.0 | (0.8) |
57.8 | 53.5 |
In the year ended 31 March 2026, other local taxes suffered overseas includes state taxes, trade tax
and withholding taxes on dividends.
NOTES TO GROUP ACCOUNTS CONTINUE D
For the year ended 31 March 2026
Group accounts continued
11 Taxation continued
RS Group plc Annual Report and Accounts 2026152
| Intangible assets | ||||||||
| (excluding | Provisions, | |||||||
| goodwill), right- | inventory and | |||||||
| of-use assets and | Retirement | other short- | Net tax | |||||
| property, plant | benefit | Employee | Tax | Lease | term temporary | (liabilities)/ | ||
and equipment | Goodwill | obligations | benefits | losses | liabilities | differences | assets | |
Ā£m | Ā£m | Ā£m | Ā£m | Ā£m | Ā£m | Ā£m | Ā£m | |
At 1 April 2024 | (90.4) | (49.9) | 6.1 | 6.5 | 6.8 | 18.9 | 12.8 | (89.2) |
Acquisitions | (0.8) | ā | ā | ā | ā | ā | ā | (0.8) |
Credit/(charge) to income statement | 12.6 | (0.4) | (0.1) | (1.1) | (3.6) | (5.0) | 2.6 | 5.0 |
Recognised directly in equity | ā | ā | (2.7) | (0.4) | ā | ā | ā | (3.1) |
Translation differences | 6.0 | 1.1 | ā | (0.2) | (1.2) | ā | 1.9 | 7.6 |
At 31 March 2025 | (72.6) | (49.2) | 3.3 | 4.8 | 2.0 | 13.9 | 17.3 | (80.5) |
Acquisitions (Note 29) | (3.5) | ā | ā | ā | ā | 0.7 | ā | (2.8) |
Credit/(charge) to income statement | 7.4 | (0.9) | 0.8 | 4.2 | 0.1 | (1.4) | (3.7) | 6.5 |
Recognised directly in equity | ā | ā | (1.9) | (0.2) | ā | ā | 0.2 | (1.9) |
Translation differences | (3.4) | 1.0 | (0.1) | ā | ā | 0.7 | 0.4 | (1.4) |
At 31 March 2026 | (72.1) | (49.1) | 2.1 | 8.8 | 2.1 | 13.9 | 14.2 | (80.1) |
2026 | 2025 | |
Ā£m | Ā£m | |
Deferred tax assets | 5.0 | 11.1 |
Deferred tax liabilities | (85.1) | (91.6) |
(80.1) | (80.5) |
2026 | 2025 | |
Number | Number | |
Weighted average number of shares | 467,881,253 | 470,022,152 |
Dilutive effect of share-based payments | 1,467,287 | 214,829 |
Diluted weighted average number of shares | 469,348,540 | 470,236,981 |
Basic earnings per share | 34.6p | 32.5p |
Diluted earnings per share | 34.5p | 32.5p |
GOVERNANCE REPORTSTRATEGIC REPORT OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
153
FINANCIAL STATEMENTS
| Customer | ||||||||
| contracts, | ||||||||
| relationships | ||||||||
| and | ||||||||
| Development | distribution | Acquired | ||||||
Goodwill | Software | expenditure | Brands | agreements | research | Total | ||
Ā£m | Ā£m | Ā£m | Ā£m | Ā£m | Ā£m | Ā£m | ||
| Cost | ||||||||
At 1 April 2024 | 646.3 | 387.4 | 1.8 | 22.0 | 279.7 | 1.1 | 1,338.3 | |
Acquisitions | 5.9 | ā | ā | ā | 0.5 | ā | 6.4 | |
| Additions - internally | ā | 16.5 | ā | ā | ā | ā | 16.5 | |
| generated | ||||||||
Additions - other | ā | 16.5 | ā | ā | ā | ā | 16.5 | |
Disposals | ā | (2.4) | ā | ā | ā | ā | (2.4) | |
Reclassifications | ā | 3.0 | ā | ā | ā | ā | 3.0 | |
Translation differences | (35.8) | (2.0) | ā | (0.7) | (26.3) | ā | (64.8) | |
At 31 March 2025 | 616.4 | 419.0 | 1.8 | 21.3 | 253.9 | 1.1 | 1,313.5 | |
Acquisitions (Note 29) | 9.3 | ā | ā | 2.2 | 9.0 | ā | 20.5 | |
| Additions - internally | ā | 16.2 | ā | ā | ā | ā | 16.2 | |
| generated | ||||||||
Additions - other | ā | 17.9 | ā | ā | ā | ā | 17.9 | |
Disposals | ā | (16.2) | ā | ā | ā | ā | (16.2) | |
Disposals from sale of business | (Note 30) | (2.0) | ā | ā | ā | (0.7) | (2.7) | |
Translation differences | 11.0 | 0.7 | ā | 0.9 | 12.1 | ā | 24.7 | |
At 31 March 2026 | 634.7 | 437.6 | 1.8 | 24.4 | 274.3 | 1.1 | 1,373.9 |
13 Dividends
2026 | 2025 | |
Ā£m | Ā£m | |
Final dividend for the year ended 31 March 2025 ā | 65.1 | 64.9 |
Interim dividend for the year ended 31 March 2026 ā 8.7p (2025: 8.5p) | 40.8 | 39.8 |
105.9 | 104.7 |
The trustees of the EBT have waived their right to receive dividends and this amounts to Ā£1.5 million
(2024/25: Ā£0.8 million).
A proposed final dividend for the year ended 31 March 2026 of 14.2 p is subject to approval by
shareholders at the Annual General Meeting on 16 July 2026 and the estimated amount to be paid
of Ā£65.8 million has not been included as a liability in these accounts.
NOTES TO GROUP ACCOUNTS CONTINUE D
For the year ended 31 March 2026
Group accounts continued
RS Group plc Annual Report and Accounts 2026154
GOVERNANCE REPORTSTRATEGIC REPORT OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
155
FINANCIAL STATEMENTS
| Land and | Plant and | Computer | ||
| buildings | machinery | equipment | Total | |
Ā£m | Ā£m | Ā£m | Ā£m | |
| Cost | ||||
At 1 April 2024 | 163.1 | 246.9 | 68.7 | 478.7 |
Acquisitions | 0.1 | 1.7 | ā | 1.8 |
Additions | 0.9 | 13.2 | 1.8 | 15.9 |
Disposals | (1.4) | (6.3) | (1.8) | (9.5) |
Reclassifications | ā | (0.6) | ā | (0.6) |
Translation differences | (2.7) | (2.9) | (0.6) | (6.2) |
At 31 March 2025 | 160.0 | 252.0 | 68.1 | 480.1 |
Acquisitions (Note 29) | 0.2 | 1.0 | 0.1 | 1.3 |
Additions | 2.8 | 13.6 | 3.3 | 19.7 |
Disposals | (1.6) | (1.4) | (7.2) | (10.2) |
Reclassifications | (0.5) | 0.7 | (0.2) | ā |
Translation differences | 1.2 | 1.7 | (0.1) | 2.8 |
At 31 March 2026 | 162.1 | 267.6 | 64.0 | 493.7 |
NOTES TO GROUP ACCOUNTS CONTINUE D
For the year ended 31 March 2026
Group accounts continued
14 Intangible assets continued
RS Group plc Annual Report and Accounts 2026156
GOVERNANCE REPORTSTRATEGIC REPORT OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
157
FINANCIAL STATEMENTS
The amounts recognised relating to leases were:
2026 | 2025 | |
Ā£m | Ā£m | |
| Right-of-use assets | ||
Buildings | 42.1 | 45.1 |
Plant and machinery | 0.5 | 0.3 |
Vehicles | 9.7 | 8.9 |
Right-of-use assets | 52.3 | 54.3 |
| Lease liabilities | ||
Current | 16.9 | 15.5 |
Non-current | 37.7 | 41.2 |
Lease liabilities | 54.6 | 56.7 |
| Depreciation charge for right-of-use assets | ||
Buildings | 12.7 | 12.8 |
Plant and machinery | 0.2 | 0.1 |
Vehicles | 4.5 | 4.3 |
Depreciation charge for right-of-use assets | 17.4 | 17.2 |
| Additions to right-of-use assets | ||
Right-of-use assets acquired with businesses | 3.3 | 2.4 |
Other additions to right-of-use assets | 10.5 | 5.9 |
Additions to right-of-use assets | 13.8 | 8.3 |
NOTES TO GROUP ACCOUNTS CONTINUE D
For the year ended 31 March 2026
(2024/25: Ā£2.8 million). Potential future cash outflows that are not reflected in the measurement of
lease liabilities were not material. The contractual maturity analysis of lease liabilities is included in
liquidity risk in Note 23.
2026 | 2025 | |
Ā£m | Ā£m | |
At 1 April | 1.2 | 1.3 |
Groupās share of profit for the year | 0.6 | 0.6 |
Groupās share of other comprehensive income/(expense) | ā | (0.1) |
Groupās share of total comprehensive income | 0.6 | 0.5 |
Dividends | (0.6) | (0.6) |
At 31 March | 1.2 | 1.2 |
| I | ||
| I | ||
16 Leases continued
Group accounts continued
RS Group plc Annual Report and Accounts 2026158
2026 | 2025 | |
Ā£m | Ā£m | |
Raw materials and consumables | 87.7 | 97.6 |
Finished goods and goods for resale | 587.9 | 606.5 |
Gross inventories | 675.6 | 704.1 |
Inventory provisions | (80.6) | (86.8) |
Net inventories | 595.0 | 617.3 |
2026 | 2025 | |
Ā£m | Ā£m | |
| Current | ||
Gross trade receivables | 651.9 | 615.9 |
Impairment allowance (Note 23) | (11.4) | (11.5) |
Net trade receivables | 640.5 | 604.4 |
Amounts owed by joint venture | 1.8 | 1.3 |
Prepayments | 48.9 | 44.5 |
Other taxation and social securityī¢ | 6.7 | 8.8 |
Contract assets | 1.5 | 2.8 |
Other receivables | 29.8 | 26.7 |
Current trade and other receivables | 729.2 | 688.5 |
| Non-current | ||
Prepayments | 0.1 | 0.1 |
Other receivables | 4.7 | 4.5 |
Non-current other receivables | 4.8 | 4.6 |
GOVERNANCE REPORTSTRATEGIC REPORT OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
159
FINANCIAL STATEMENTS
2026 | 2025 | |
Ā£m | Ā£m | |
| Current | ||
Trade payablesī¢ | 376.6 | 359.4 |
Other taxation and social securityī¢ | 41.0 | 41.2 |
Government grantsī¢ | 0.1 | 0.1 |
Cash-settled share-based payment liability | 0.4 | 0.4 |
Accruals | 167.0 | 165.2 |
Contract liabilities | 2.4 | 3.9 |
Other payables (including estimated obligations for customer volume discounts and refunds ā Note 4) | 46.7 | 40.8 |
Current trade and other payables | 634.2 | 611.0 |
| Non-current | ||
Government grantsī¢ | 2.0 | 2.0 |
Cash-settled share-based payment liability | 1.3 | 0.6 |
Other employee benefits | 3.3 | 3.1 |
Other payables | ā | 1.7 |
Non-current other payables | 6.6 | 7.4 |
NOTES TO GROUP ACCOUNTS CONTINUE D
For the year ended 31 March 2026
Group accounts continued
2026 | 2025 | |
| Carrying amount of the financial liabilities that are subject to supplier finance | ||
| arrangements (Ā£m) | ||
Presented within trade and other payables | 14.0 | 14.7 |
ā of which suppliers have received payment from the bank | 11.1 | 0.3 |
| Range of payment due dates (days after invoice date) | ||
Trade payables subject to supplier finance arrangement | Up to 180 | Up to 180 |
Comparable trade payables | Up to 180 | Up to 180 |
RS Group plc Annual Report and Accounts 2026
160
2026 | 2025 | |
Ā£m | Ā£m | |
| Financial assets measured at amortised cost | ||
Non-current other receivables | 4.7ī¢ | 4.5 |
Cash and cash equivalents - cash and short-term deposits | 166.5 | 147.7 |
Trade and other receivables | 664.7 | 625.3 |
835.9ī¢ | 777.5 | |
| Financial assets mandatorily measured at FVTPL | ||
Derivative financial instruments | 0.8ī¢ | 0.1 |
| Derivatives designated and effective as hedging instruments (fair value | ||
| movements through other comprehensive income) | ||
Derivative financial instruments | 1.8ī¢ | 1.8 |
Total financial assets | 838.5 | 779.4 |
| Financial liabilities measured at amortised cost | ||
Non-current other payables | - | (1.7) |
Cash and cash equivalents - bank overdrafts | (50.2) | (41.7) |
Trade and other payables | (526.7) | (504.4) |
Multicurrency revolving facility | (65.0) | (112.6) |
Unsecured bank facilities | (44.6) | (23.5) |
Term loan | (129.6) | (124.2) |
Private placement loan notes | (151.4) | (153.2) |
Lease liabilities | (54.6) | (56.7) |
(1,022.1) | (1,018.0) |
ī¢ī¢ ī¢ī¢
GOVERNANCE REPORTSTRATEGIC REPORT OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
161
FINANCIAL STATEMENTS
2026 | 2025 | |
Ā£m | Ā£m | |
| Financial liabilities mandatorily measured at FVTPL | ||
Derivative financial instruments | (0.5) | (0.1) |
Contingent consideration liabilities | (1.7) | ā |
| Derivatives designated and effective as hedging instruments (fair value | ||
| movements through other comprehensive income) | ||
Derivative financial instruments | (2.3) | (1.7) |
Total financial liabilities | (1,026.6) | (1,019.8) |
NOTES TO GROUP ACCOUNTS CONTINUE D
For the year ended 31 March 2026
21 Financial instruments continued
| Carrying | 2026 | Carrying | 2025 | |
amounts | Fair value | amounts | Fair value | |
Ā£m | Ā£m | Ā£m | Ā£m | |
Non-current and current private placement loan notes | (151.4) | (144.8) | (153.2) | (145.4) |
2026 | 2025 | |||
| Current | Current | Current | Current | |
| assets | liabilities | assets | liabilities | |
Ā£m | Ā£m | Ā£m | Ā£m | |
| Forward foreign exchange contracts designated as cash flow | 1.8 | (2.3) | 1.8 | (1.7) |
| hedges (principal amount Ā£157.0 million (2024/25: Ā£150.5 | ||||
| million)) | ||||
Forward foreign exchange contracts classified as fair value through profit or loss | 0.8 | (0.5) | 0.1 | (0.1) |
Derivatives | 2.6 | (2.8) | 1.9 | (1.8) |
Group accounts continued
RS Group plc Annual Report and Accounts 2026162
2026 | 2025 | |
Ā£m | Ā£m | |
Cash and short-term deposits | 166.5 | 147.7 |
Bank overdrafts (unsecured) | (50.2) | (41.7) |
Cash and cash equivalents | 116.3 | 106.0 |
2026 | 2025 | |
Ā£m | Ā£m | |
| Non-current borrowings | ||
Unsecured private placement loan notes repayable after more than five years | (37.7) | (38.6) |
Unsecured private placement loan notes repayable from four to five years | ā | (37.8) |
Unsecured private placement loan notes repayable from three to four years | (37.7) | ā |
Unsecured private placement loan notes repayable from one to two years | ā | (76.8) |
Unsecured multicurrency revolving credit facility repayable from four to five years | ā | (112.6) |
Unsecured multicurrency revolving credit facility repayable from three to four years | (65.0) | ā |
Unsecured term loan repayable from three to four years | ā | (124.2) |
Unsecured term loan repayable from two to three years | (129.6) | ā |
Non-current borrowings | (270.0) | (390.0) |
| Current borrowings | ||
Unsecured bank facilities repayable within one year | (44.6) | (23.5) |
Unsecured private placement loan notes repayable within one year | (76.0) | ā |
Current borrowings | (120.6) | (23.5) |
Total borrowings | (390.6) | (413.5) |
Cash and cash equivalents | 116.3 | 106.0 |
Non-current lease liabilities | (37.7) | (41.2) |
Current lease liabilities | (16.9) | (15.5) |
Net debt | (328.9) | (364.2) |
| Total | |||||
| liabilities | |||||
| from | Cash | ||||
| Lease | financing | and cash | |||
| Borrowings | liabilities | activities | equivalents | Net debt | |
Ā£m | Ā£m | Ā£m | Ā£m | Ā£m | |
At 1 April 2024 | (440.3) | (73.9) | (514.2) | 96.0 | (418.2) |
Cash flows | 18.7 | 15.7 | 34.4 | 16.0 | 50.4 |
Acquired with businesses | ā | (2.3) | (2.3) | ā | (2.3) |
New leases | ā | (5.9) | (5.9) | ā | (5.9) |
Lease modifications | ā | (7.8) | (7.8) | ā | (7.8) |
Disposal of leases | ā | 16.8 | 16.8 | ā | 16.8 |
Translation differences | 8.1 | 0.7 | 8.8 | (6.0) | 2.8 |
At 31 March 2025 | (413.5) | (56.7) | (470.2) | 106.0 | (364.2) |
Cash flows | 27.4 | 17.2 | 44.6 | (0.6) | 44.0 |
Acquired with businesses | ā | (3.3) | (3.3) | 7.4 | 4.1 |
New leases | ā | (10.5) | (10.5) | ā | (10.5) |
Lease modifications | ā | (2.8) | (2.8) | ā | (2.8) |
Disposal of leases | ā | 0.4 | 0.4 | ā | 0.4 |
Translation differences | (4.5) | 1.1 | (3.4) | 3.5 | 0.1 |
At 31 March 2026 | (390.6) | (54.6) | (445.2) | 116.3 | (328.9) |
GOVERNANCE REPORTSTRATEGIC REPORT OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
163
FINANCIAL STATEMENTS
| Ba1 and | ||||||
| below/ | ||||||
Aaa | Aa | A | Baa | unrated | Total | |
Ā£m | Ā£m | Ā£m | Ā£m | Ā£m | Ā£m | |
Bank balances and deposits | ā | 100.9 | 59.2 | 1.5 | 4.9 | 166.5 |
Third-party financial derivatives | ā | 1.8 | 0.8 | ā | ā | 2.6 |
At 31 March 2026 | ā | 102.7 | 60.0 | 1.5 | 4.9 | 169.1 |
NOTES TO GROUP ACCOUNTS CONTINUE D
For the year ended 31 March 2026
| Ba1 and | ||||||
| below/ | ||||||
Aaa | Aa | A | Baa | unrated | Total | |
Ā£m | Ā£m | Ā£m | Ā£m | Ā£m | Ā£m | |
Bank balances and deposits | ā | 98.1 | 46.0 | 0.8 | 2.8 | 147.7 |
Third-party financial derivatives | ā | 1.0 | 0.9 | ā | ā | 1.9 |
At 31 March 2025 | ā | 99.1 | 46.9 | 0.8 | 2.8 | 149.6 |
Group accounts continued
RS Group plc Annual Report and Accounts 2026164
2026 | 2025 | |
Ā£m | Ā£m | |
Not past due | 510.4 | 469.2 |
Past due 1 - 30 days | 71.1 | 73.3 |
Past due 31 - 60 days | 24.9 | 26.5 |
Past due 61 - 120 days | 14.2 | 14.3 |
Past due over 120 days | 19.9 | 21.1 |
Total | 640.5 | 604.4 |
2026 | 2025 | |
Ā£m | Ā£m | |
At 1 April | (11.5) | (11.1) |
Acquisitions | (0.1) | ā |
Trade receivables written off | 2.2 | 3.5 |
Increase in impairment allowance recognised in profit or loss | (2.1) | (4.2) |
Translation differences | 0.1 | 0.3 |
At 31 March | (11.4) | (11.5) |
GOVERNANCE REPORTSTRATEGIC REPORT OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
165
FINANCIAL STATEMENTS
| Carrying | Contractual | Within | After | ||||
| amounts | cash flows | 1 year | 1-2 years | 2-3 years | 3-4 years | 4 years | |
Ā£m | Ā£m | Ā£m | Ā£m | Ā£m | Ā£m | Ā£m | |
| Derivative financial | |||||||
| liabilities | |||||||
| Inflows for foreign | N/A | 209.3 | 209.3 | ā | ā | ā | ā |
| exchange contracts | |||||||
| Outflows for foreign | N/A | (211.3) | (211.3) | ā | ā | ā | ā |
| exchange contracts | |||||||
| Forward foreign | (2.8) | (2.0) | (2.0) | ā | ā | ā | ā |
| exchange contracts | |||||||
| Non-derivative | |||||||
| financial liabilities | |||||||
| Multicurrency revolving | (65.0) | (75.8) | (3.0) | (3.0) | (3.0) | (66.8) | ā |
| credit facility | |||||||
| Unsecured bank | (44.6) | (45.3) | (45.3) | ā | ā | ā | ā |
| facilities | |||||||
Term loan | (129.6) | (141.5) | (4.3) | (4.3) | (132.9) | ā | ā |
| Private placement loan | (151.4) | (164.9) | (80.0) | (2.5) | (2.5) | (40.1) | (39.8) |
| notes | |||||||
Lease liabilities | (54.6) | (63.0) | (19.1) | (12.7) | (9.2) | (6.1) | (15.9) |
Bank overdrafts | (50.2) | (50.2) | (50.2) | ā | ā | ā | ā |
Trade payables, other payables and accruals | (524.8) | (524.8) | (524.8) | ā | ā | ā | ā |
At 31 March 2026 | (1,023.0) | (1,067.5) | (728.7) | (22.5) | (147.6) | (113.0) | (55.7) |
NOTES TO GROUP ACCOUNTS CONTINUE D
For the year ended 31 March 2026
23 Financial risk management continued
| Carrying | Contractual | Within | After | ||||
| amounts | cash flows | 1 year | 1-2 years | 2-3 years | 3-4 years | 4 years | |
Ā£m | Ā£m | Ā£m | Ā£m | Ā£m | Ā£m | Ā£m | |
| Derivative financial | |||||||
| liabilities | |||||||
| Inflows for foreign | N/A | 161.7 | 161.7 | ā | ā | ā | ā |
| exchange contracts | |||||||
| Outflows for foreign | N/A | (163.2) | (163.2) | ā | ā | ā | ā |
| exchange contracts | |||||||
| Forward foreign | (1.8) | (1.5) | (1.5) | ā | ā | ā | ā |
| exchange contracts | |||||||
| Non-derivative | |||||||
| financial liabilities | |||||||
| Multicurrency revolving | (112.6) | (134.7) | (4.8) | (4.8) | (4.8) | (4.8) | (115.5) |
| credit facility | |||||||
Unsecured bank facility | (23.5) | (24.0) | (24.0) | ā | ā | ā | ā |
Term loan | (124.2) | (141.8) | (4.5) | (4.5) | (4.5) | (128.3) | ā |
| Private placement loan | (153.2) | (171.9) | (4.8) | (81.0) | (2.5) | (2.5) | (81.1) |
| notes | |||||||
Lease liabilities | (56.7) | (67.2) | (17.9) | (14.8) | (9.0) | (6.2) | (19.3) |
Bank overdrafts | (41.7) | (41.7) | (41.7) | ā | ā | ā | ā |
Trade payables, other payables and accruals | (504.1) | (504.1) | (500.6) | (3.5) | ā | ā | ā |
At 31 March 2025 | (1,017.8) | (1,086.9) | (599.8) | (108.6) | (20.8) | (141.8) | (215.9) |
Group accounts continued
RS Group plc Annual Report and Accounts 2026166
| Multicurrency | Private | |||||
| Bank | Bank | revolving | placement | |||
| overdrafts | facilities | Term loan | credit facility | loan notes | Total | |
At 31 March 2026 | Ā£m | Ā£m | Ā£m | Ā£m | Ā£m | Ā£m |
Sterling | (31.0) | (25.0) | ā | (65.0) | ā | (121.0) |
US dollar | (4.8) | ā | ā | ā | (124.5) | (129.3) |
Euro | (2.1) | ā | (129.6) | ā | (26.9) | (158.6) |
Canadian dollar | (7.9) | ā | ā | ā | ā | (7.9) |
Other | (4.4) | (19.6) | ā | ā | ā | (24.0) |
Total borrowings | (50.2) | (44.6) | (129.6) | (65.0) | (151.4) | (440.8) |
| At 31 March 2025 | ||||||
Sterling | (22.0) | ā | ā | (50.0) | ā | (72.0) |
US dollar | (5.6) | ā | ā | ā | (127.3) | (132.9) |
Euro | (8.0) | ā | (124.2) | (62.6) | (25.9) | (220.7) |
Canadian dollar | (4.0) | ā | ā | ā | ā | (4.0) |
Other | (2.1) | (23.5) | ā | ā | ā | (25.6) |
Total borrowings | (41.7) | (23.5) | (124.2) | (112.6) | (153.2) | (455.2) |
GOVERNANCE REPORTSTRATEGIC REPORT OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
167
FINANCIAL STATEMENTS
| Impact on | 2026 | Impact on | 2025 | |
| income | Impact on | income | Impact on | |
| statement | equity | statement | equity | |
| gain/(loss) | gain/(loss) | gain/(loss) | gain/(loss) | |
Ā£m | Ā£m | Ā£m | Ā£m | |
One percentage point increase in interest rates | (1.2) | ā | (1.6) | ā |
5% weakening of the euro | (2.1) | 6.9 | 1.5 | 5.5 |
5% weakening of the US dollar | (0.7) | 7.1 | (1.9) | 12.1 |
NOTES TO GROUP ACCOUNTS CONTINUE D
For the year ended 31 March 2026
| Penalties | ||||
| and interest | ||||
| on uncertain | ||||
| Reorganisation | income tax | Dilapidation | ||
| provision | provision | provision | Total | |
Ā£m | Ā£m | Ā£m | Ā£m | |
At | 3.8 | 1.9 | 2.4 | 8.1 |
Acquisitions (Note 29) | ā | ā | 0.6 | 0.6 |
Additions | 3.9 | 0.2 | ā | 4.1 |
Utilised | (3.7) | ā | ā | (3.7) |
Released | (0.7) | ā | ā | (0.7) |
Translation differences | 0.1 | 0.1 | 0.1 | 0.3 |
At 31 March 2026 | 3.4 | 2.2 | 3.1 | 8.7 |
2026 | 2025 | |
Ā£m | Ā£m | |
Current | 4.7 | 5.0 |
Non-current | 4.0 | 3.1 |
8.7 | 8.1 |
Group accounts continued
23 Financial risk management continued
RS Group plc Annual Report and Accounts 2026168
| Share | Share | |||
| Number of | capital | premium | Total | |
| shares | Ā£m | Ā£m | Ā£m | |
| Issued and fully paid ordinary shares of 10p each: | ||||
At 1 April 2024 | 474,012,312 | 47.4 | 239.5 | 286.9 |
Issues to settle employee share awards | 37,156 | ā | 0.2 | 0.2 |
At 31 March 2025 | 474,049,468 | 47.4 | 239.7 | 287.1 |
At 31 March 2026 | 474,049,468 | 47.4 | 239.7 | 287.1 |
| Cumulative | |||
| Hedging | translation | ||
| reserve | reserve | Total | |
Ā£m | Ā£m | Ā£m | |
At 1 April 2024 | (0.4) | 109.3 | 108.9 |
Foreign exchange translation differences | ā | (84.2) | (84.2) |
Fair value gain on net investment hedges (Note 23) | ā | 6.6 | 6.6 |
Cash flow hedging losses taken to equity | (5.6) | ā | (5.6) |
Cash flow hedging losses transferred to cost of sales | 7.0 | ā | 7.0 |
Tax on other comprehensive income (Note 11) | (0.2) | ā | (0.2) |
Total comprehensive expense | 1.2 | (77.6) | (76.4) |
Cash flow hedging gains transferred to inventories | (0.6) | ā | (0.6) |
Tax on cash flow hedging transferred to inventories | 0.1 | ā | 0.1 |
At 31 March 2025 | 0.3 | 31.7 | 32.0 |
2026 | 2025 | |
Ā£m | Ā£m | |
Short-term employee benefits | 8.3 | 9.5 |
Post-employment benefits | 0.1 | 0.1 |
Termination benefits | 0.4 | 0.4 |
Share-based payments | 3.2 | 1.4 |
12.0 | 11.4 |
| Cumulative | |||
| Hedging | translation | ||
| reserve | reserve | Total | |
Ā£m | Ā£m | Ā£m | |
Foreign exchange translation differences | ā | 32.6 | 32.6 |
Fair value loss on net investment hedges (Note 23) | ā | (5.2) | (5.2) |
Cash flow hedging gains taken to equity | 4.0 | ā | 4.0 |
Cash flow hedging gains transferred to cost of sales | (1.6) | ā | (1.6) |
Tax on other comprehensive income (Note 11) | (0.6) | ā | (0.6) |
Total comprehensive income | 1.8 | 27.4 | 29.2 |
Cash flow hedging gains transferred to inventories | (3.1) | ā | (3.1) |
Tax on cash flow hedging transferred to inventories | 0.8 | ā | 0.8 |
At 31 March 2026 | (0.2) | 59.1 | 58.9 |
GOVERNANCE REPORTSTRATEGIC REPORT OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
169
FINANCIAL STATEMENTS
29 Acquisitions
On 1 March 2026 the Group acquired 100% of the issued share capital of BPX Group Holdings
Limited, a UK and Ireland based specialist distributor of industrial automation and control products.
BPX stocks, supports, and supplies automation and control components, devices and solutions from
many of the worldās leading electrical, electronic and pneumatic manufacturers. Serving over 6,000
active customers, BPXās offering is highly complementary to the Groupās automation and control
capabilities, and further expand the Groupās relationship with key suppliers. The goodwill arising on
the acquisition represents the anticipated revenue synergies through offering enhanced product and
capability to complementary customers in addition to the optimisation of combined costs over the
medium term.
The fair value of the net assets acquired, consideration, and goodwill arising, plus transaction costs
and contribution to the Groupās results since acquisition were:
| Ā£m | |
Intangible assets ā customer contracts, relationships and distribution agreements | 9.0 |
Intangible assets ā brands | 2.2 |
Property, plant and equipment | 1.3 |
Right-of-use assets | 3.3 |
Inventories | 7.0 |
Current trade and other receivables | 15.2 |
Cash and cash equivalents ā cash and short-term deposits | 7.4 |
Current trade and other payables | (12.3) |
Current lease liabilities | (0.9) |
Non-current lease liabilities | (2.4) |
Non-current other provisions | (0.6) |
Current income tax liabilities | (0.3) |
Deferred tax liabilities | (2.8) |
Net assets acquired | 26.1 |
Goodwill | 9.3 |
Consideration paid ā cash | 31.8 |
Deferred consideration payable | 1.9 |
Contingent consideration payable | 1.7 |
Total consideration | 35.4 |
NOTES TO GROUP ACCOUNTS CONTINUE D
For the year ended 31 March 2026
Group accounts continued
| Ā£m | |
| Acquisition-related costs charged to administrative expenses: | |
In 2025/26 | 1.2 |
Revenue since acquisition | 6.2 |
Profit after tax since acquisition | 0.4 |
| Trade and other receivables: | |
Gross contractual amounts receivable | 15.3 |
Estimate of amounts not expected to be collected | 0.1 |
RS Group plc Annual Report and Accounts 2026170
| Country of | |||
| Name and registered address of undertaking | incorporation | Class of share held | |
| Distributor of product and service solutions | |||
| RS Components Pty Limited* | |||
25, Pavesi Street, Smithfield, Sydney NSW 2164, Australia | Australia | Ordinary | |
| Trident Australia Pty Limited* | |||
25, Pavesi Street, Smithfield, Sydney NSW 2164, Australia | Australia | Ordinary | |
| RS Components Handelsgesellschaft m.b.H* | |||
Albrechtser StraĆe 11, 3950, GmĆ¼nd, Austria | Austria | Share of equity | |
| RS Integrated Supply Belgium* | |||
Louizalaan 65/11, 1050 Elsene, Belgium | Belgium | Ordinary | |
| RS Americas (Canada), Inc.* | |||
22 St Clair Avenue East, Suite 200, Toronto, Ontario, M4T2S3, Canada | Canada | Common | |
| RS Integrated Supply Canada Corp.* | |||
600-1741 Lower Waters Street, Halifax, NS, B3J 0J2, Canada | Canada | Common | |
| RS Group Limitada (DBA - RS Limitada)* | |||
Av. Eduardo Frei Montalva, 6001-71 Conchali, Santiago, Chile | Chile | Ordinary | |
| RS Components Limited*ī¢ | |||
4/F, VC House, 4-6 On Lan Street, Central, Hong Kong | China | Ordinary | |
| RS Components (Shanghai) Company Limited* | |||
| East Part, 2 Floor, No.27 building, No.30, Fu Te East Third Road | China | Ordinary | |
| China (Shanghai) Pilot Free Trade Zone | |||
| RS Group (Macau) Limited* | |||
| Block DH, 15th Floor, Dynasty Plaza Building, No.411-417 Song | China | Ordinary | |
| Yusheng Plaza, Macau | |||
| RS Components A/S* | |||
Nattergalevej 6, 2400, KĆøbenhavn NV, Denmark | Denmark | Ordinary | |
| Risoul Dominicana S.R.L* | |||
Autopista Duarte KM 17, Calle Los Almejos, Palma Enana No 13, Nave 1, Villa Linda, Palmarejito, Santo Domingo Oeste, Dominican | Dominican Republic Ordinary | ||
| Republic | |||
| Elfa Distrelec OĆ* | |||
Hobujaama 4, Tallinn 10151, Estonia | Estonia | Ordinary | |
GOVERNANCE REPORTSTRATEGIC REPORT OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
171
FINANCIAL STATEMENTS
| Country of | |||
| Name and registered address of undertaking | incorporation | Class of share held | |
| RS Components SAS*ī¢ | |||
Rue Norman King, 60000, Beauvais, France | France | Ordinary | |
| RS Integrated Supply France* | |||
Rue Norman King BF 453, F-60031 Beauvais Cedex, France | France | Ordinary | |
| RS Components GmbH*ī¢ | |||
Mainzer LandstraĆe 180, 60327, Frankfurt, Germany | Germany | Ordinary | |
| RS Integrated Supply Deutschland GmbH* | |||
Bleibtreustr. 21, 10623, Berlin, Germany | Germany | Ordinary | |
| RS Integrated Supply Hungary KorlĆ”tolt FelelÅssĆ©gű | |||
| TƔrsasƔg* | |||
1134 | Budapest, VĆ”ci Ćŗt. 23-27 | Hungary | Ordinary |
| RS Components & Controls (India) Limited*ā | |||
222 | Okhla Industrial Estate, New Delhi, India | India | Ordinary |
| RS Components S.r.l.*ī¢ | |||
Sesto san Giovanni, Viale Thomas Alva Edison, 110, 20099, MI, Italy | Italy | Ordinary | |
| RS Integrated Supply Italy S.r.l.* | |||
Sesto san Giovanni, Viale Thomas Alva Edison, 110, 20099, MI, Italy | Italy | Ordinary | |
| RS Components KK*ī¢ | |||
West Tower 12F, Yokohama Business Park, 134 Godocho, Hodogaya, Yokohama, Kanagawa, 240-0005, Japan | Japan | Ordinary | |
| Elfa Distrelec SIA* | |||
KriÅ”jÄÅa ValdemÄra iela 62, RÄ«ga LV 1013, Latvia | Latvia | Ordinary | |
| Elfa Distrelec, UAB* | |||
Jogailos g.9, LT-01116 Vilnius | Lithuania | Ordinary | |
| RS Components Sdn. Bhd.*ī¢ | |||
Suite 9D, Level 9, Menara Ansar, 65 Jalan Trus, Johor Bahru, 80000, Allied Electronics & Automation S. de R.L. de C.V.* | Johor, Malaysia | Malaysia | Ordinary |
Piso 10, Apt. 1004, Office 1004-A, 505 EjƩrcito Nacional Avenue, Granada, Miguel Hidalgo, Mexico City, 1152, Mexico | Mexico | Ordinary | |
| Risoul y Cia, S.A. de C.V.* | |||
Avenida Sendero Divisorio 400, Residencia Casa Bella, San Nicolas de los Garza, Nuevo Leon, 66428, Mexico | Mexico | Ordinary | |
| Country of | ||
| Name and registered address of undertaking | incorporation | Class of share held |
| RS Custom Order Solutions, S.A. de C.V.* | ||
Avenida Sendero Divisorio 400, Residencia Casa Bella, San Nicolas de los Garza, Nuevo Leon, 66428, Mexico | Mexico | Ordinary |
| Storeroom Solutions Mexico, S. de R.L. de C.V.* | ||
Florencia 57 P, 3 Juarez Distritio Federal, 06600, Mexico | Mexico | Ordinary |
| Liscombe B.V.* | ||
Jarmuiden 56 a, 1046 AE, Amsterdam, Netherlands | Netherlands | Ordinary |
| Distrelec B.V.* | ||
Bingerweg 19, 2031 AZ Haarlem, Netherlands | Netherlands | Ordinary |
| RS Components B.V.*ī¢ | ||
Bingerweg 19, 2031 AZ Haarlem, Netherlands | Netherlands | Ordinary |
| RS Integrated Supply Netherlands B.V.* | ||
Bingerweg 19, 2031 AZ Haarlem, Netherlands | Netherlands | Ordinary |
| RS Components Limited*ī¢ | ||
KPMG, 18 Viaduct Harbour Avenue, Auckland, 1010, New Zealand New Zealand | Ordinary | |
| RS Components AS*ī¢ | ||
Kristian Augusts Gate 13, 0164 Oslo, Norge | Norway | Ordinary |
| RS Components Corporation* | ||
| 21st Floor Multinational Bancorporation Centre, 6805 Ayala | Philippines | Common and |
| Avenue, Makati City, Philippines | preference | |
| RS Components sp. z.o.o.* | ||
Ul. Domaniewska 48, 02-672, Warszawa, Poland | Poland | Ordinary |
| RS Integrated Supply Poland Sp. z.o.o.* | ||
Ul. Domaniewska 48, 02-672, Warszawa, Poland | Poland | Ordinary |
| BPX Electromechanical Company Limited*ī¢ | ||
Unit 3A, Deerpark Business Complex, Dublin Road, Carlow, Ireland | Republic of Ireland | Ordinary |
| Radionics Limited*ī¢ | ||
Glenview Industrial Estate, Herberton Road, Rialto, Dublin 12, Ireland | Republic of Ireland | Ordinary |
| RS Integrated Supply Ireland Limited* | ||
Glenview Industrial Estate, Herberton Road, Rialto, Dublin 12, Ireland | Republic of Ireland | Ordinary |
NOTES TO GROUP ACCOUNTS CONTINUE D
For the year ended 31 March 2026
31 Related undertakings continued
Group accounts continued
RS Group plc Annual Report and Accounts 2026172
| Country of | |||
| Name and registered address of undertaking | incorporation | Class of share held | |
| Synovos Ireland Limited* | |||
Glenview Industrial Estate, Herberton Road, Rialto, Dublin 12, Ireland | Republic of Ireland | Ordinary | |
| RS Components Pte Ltd*ī¢ | |||
133 | Cecil Street, #14-01, Keck Seng Tower, Singapore | Singapore | Ordinary |
| RS Integrated Supply Singapore Pte. Ltd.* | |||
10 Ubi Crescent, #06-18 Ubi Techpark, 408564, Singapore | Singapore | Ordinary | |
| Synovos Singapore Pte. Ltd.* | |||
1 Marina Boulevard, #28-00, One Marina Boulevard, 018989, Singapore | Singapore | Ordinary | |
| RS Integrated Supply Slovakia s.r.o.* | |||
Landererova 12, Bratislava - mestskĆ” ÄasÅ„ StarĆ© Mesto, 81109, Slovakia | Slovakia | Ordinary | |
| Amidata S.A.U.*ī¢ | |||
Avenida de Bruselas 6, Alcobendas, 28108, Madrid, Spain | Spain | Ordinary | |
| Risoul Iberica SA* | |||
08402 - Granollers, calle Girona, numero 85, Barcelona, Spain | Spain | Ordinary | |
| Elfa Distrelec AB* | |||
KronborgsgrƤnd 1, 164 46 Kista, Sweden | Sweden | Ordinary | |
| RS Components AB*ī¢ | |||
KronborgsgrƤnd 1, 164 46 Kista, Sweden | Sweden | Ordinary | |
| RS Integrated Supply Sweden AB* | |||
Drottninggatan 96, 113 60, Stockholm, Sweden | Sweden | Ordinary | |
| Distrelec Schweiz AG* | |||
Grabenstrasse 6, 8606 NƤnikon, Switzerland | Switzerland | Ordinary | |
| Domnick (Thailand) Co., Ltd.* (86.74%) | |||
| No. 99/1-3, Naradhiwas Rajanagarindra Road, Chong Nonsi, | Thailand | Ordinary and | |
| Yan Nawa, Bangkok,10120, Thailand | preference | ||
| RS Components Co., Ltd* | |||
GMM Grammy Place, Room No. 1901-1904, Floor 19, No. 50, Sukhumvit 21 (Asoke), Klongtoey Nua, Wattana, Bangkok, 10110, Thailand | Thailand | Ordinary | |
| Risoul (Trinidad and Tobago) Limited* | |||
| Nunez & Co, Level 2, Invaders Bay Tower, Invaders Bay, | Trinidad | Ordinary | |
| Off Audrey Jeffers Highway, Port of Spain, Trinidad and Tobago | and Tobago |
| Country of | ||
| Name and registered address of undertaking | incorporation | Class of share held |
| Automation Technology Limited* | ||
Unit 11 Rutherford Way, Drayton Fields, Daventry, Northamptonshire | UK | Ordinary |
| BPX Electro-Mechanical Company Limited* | ||
Unit 3 Rothley Lodge Commercial Park, Loughborough Road, Rothley, Leicestershire, United Kingdom | UK | Ordinary |
| Control Components (Anglia) Limited* | ||
Unit 3 Rothley Lodge Commercial Park, Loughborough Road, Rothley, Leicestershire, United Kingdom | UK | Ordinary |
| Controls & Drives Limited* | ||
Unit 3 Rothley Lodge Commercial Park, Loughborough Road, Rothley, Leicestershire, United Kingdom | UK | Ordinary |
| Distrelec Ltd* | ||
7th floor, 2 St Peterās Square, Manchester, M2 3AA, UK | UK | Ordinary |
| IESA A & D Limited* | ||
| IESA Works Daten Park, Birchwood, Warrington, Cheshire, WA3 | UK | Ordinary |
| 6UT, UK | ||
| Leicester Switch & Control Co. Limited* | ||
Unit 3 Rothley Lodge Commercial Park, Loughborough Road, Rothley, Leicestershire, United Kingdom | UK | Ordinary |
| OKdo Technology Limited* | ||
Fifth Floor, Two Pancras Square, London N1C 4AG, UK | UK | Ordinary |
| RS Components Limitedī¢ | ||
Birchington Road, Weldon, Corby, Northamptonshire, NN17 9RS, UK | UK | Ordinary |
| RS Integrated Supply UK Limited* | ||
| IESA Works Daten Park, Birchwood, Warrington, Cheshire, WA3 | UK | Ordinary |
| 6UT, UK | ||
| Truelec Control Systems Limited* | ||
Unit 3 Rothley Lodge Commercial Park, Loughborough Road, Rothley, Leicestershire, United Kingdom | UK | Ordinary |
| MRO Distribution, Inc.* | ||
| Two Radnor Corporate Center, Suite 400, Radnor, PA 19087, | United States | Common |
| United States | of America |
GOVERNANCE REPORTSTRATEGIC REPORT OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
173
FINANCIAL STATEMENTS
| RS Components Business Services (Foshan) Limited* | ||
| 22nd Floor, Glory International Financial Center, No.25, Ronghe | China | Ordinary |
Road, Guicheng, Nanhai District, Foshan, Guangdong, 528200, China | ||
| Electrocomponents France SARL* | ||
Rue Norman King, 60000, Beauvais, France | France | Ordinary |
| Bodenfeld Immobilien GmbH* | ||
Mainzer LandstraĆe 180, 60327, Frankfurt, Germany | Germany | Ordinary |
| Electrocomponents Jersey Finance Unlimited* | ||
44 Esplanade, St Helier, JE4 9WG, Jersey | Jersey | Common |
| Synovos Netherlands C.V.* | ||
Two Radnor Corporate Center, Suite 400, Radnor, PA 19087, United States | Netherlands | Partnership |
| BPX Electromechanical Holdings Limited* | ||
Unit 3, Deerpark Business Park, Dublin Road, Ballyvergal, Carlow, Ireland | Republic of Ireland | Ordinary |
| Electrocomponents Holdings (Thailand) Limited* (49.00%) | ||
GMM Grammy Place, Room No. 1901-1904, Floor 19, No. 50, Sukhumvit 21 (Asoke), Klongtoey Nua, Wattana, Bangkok, 10110, Thailand | Thailand | Ordinary |
| Country of | |||
| Name and registered address of undertaking | incorporation | Class of share held | |
| New DEAM, LLC* | |||
| Two Radnor Corporate Center, Suite 400, Radnor, PA 19087, | United States | Common | |
| United States | of America | ||
| RS Americas, Inc* | |||
7151 | Jack Newell Blvd S., Fort Worth, TX 76118, United States | United States | Common |
| of America | |||
| RS Integrated Supply Puerto Rico LLC* | |||
| Two Radnor Corporate Center, Suite 400, Radnor, PA 19087, | United States | Common | |
| United States | of America | ||
| RS Integrated Supply US Inc.* | |||
| Two Radnor Corporate Center, Suite 400, Radnor, PA 19087, | United States | Common | |
| United States | of America |
| Country of | ||
| Name and registered address of undertaking | incorporation | Class of share held |
| Electrocomponents Newco (Thailand) Limited* (86.73%) | ||
GMM Grammy Place, Room No. 1901-1904, Floor 19, No. 50, Sukhumvit 21 (Asoke), Klongtoey Nua, Wattana, Bangkok, 10110, Thailand | Thailand | Ordinary |
| Electrocomponents (Thailand) Limited* (73.99%) | ||
GMM Grammy Place, Room No. 1901-1904, Floor 19, No. 50, Sukhumvit 21 (Asoke), Klongtoey Nua, Wattana, Bangkok, 10110, Thailand | Thailand | Ordinary |
| BPX Group Holdings Limited* | ||
Fifth Floor, Two Pancras Square, London N1C 4AG, UK | UK | Ordinary |
| BPX Group Limited* | ||
Unit 3 Rothley Lodge Commercial Park, Loughborough Road, Rothley, Leicestershire, United Kingdom | UK | Ordinary |
| Control Components Holdings Ltd* | ||
Unit 3 Rothley Lodge Commercial Park, Loughborough Road, Rothley, Leicestershire, United Kingdom | UK | Ordinary |
| Control Components Incorporated Limited* | ||
Unit 3 Rothley Lodge Commercial Park, Loughborough Road, Rothley, Leicestershire, United Kingdom | UK | Ordinary |
| Electrocomponents Overseas Limited* | ||
Fifth Floor, Two Pancras Square, London N1C 4AG, UK | UK | Ordinary |
| Electrocomponents US Finance Limited* | ||
Fifth Floor, Two Pancras Square, London N1C 4AG, UK | UK | Ordinary |
| IESA A & D Holdings Limited* | ||
| IESA Works Daten Park, Birchwood, Warrington, Cheshire, WA3 | UK | Ordinary |
| 6UT, UK | ||
| IESA Holdings Limited* | ||
| IESA Works Daten Park, Birchwood, Warrington, Cheshire, WA3 | UK | Ordinary |
| 6UT, UK | ||
| RS Components Holdings Limited* | ||
Fifth Floor, Two Pancras Square, London N1C 4AG, UK | UK | Ordinary |
| RS Group International Holdings Limited | ||
Fifth Floor, Two Pancras Square, London N1C 4AG, UK | UK | Ordinary |
| RS Group Pension Trustees Limitedī¢ | ||
Fifth Floor, Two Pancras Square, London N1C 4AG, UK | UK | Ordinary |
Group accounts continued
NOTES TO GROUP ACCOUNTS CONTINUE D
For the year ended 31 March 2026
31 Related undertakings continued
RS Group plc Annual Report and Accounts 2026174
| RS Components (Proprietary) Limited* | ||
| 20 Indianapolis Street, Kyalami Business Park, Kyalami Midrand, | South Africa | Ordinary |
| Gauteng, 1684, South Africa | ||
| Electro Lighting Group Limited* | ||
Fifth Floor, Two Pancras Square, London N1C 4AG, UK | UK | Ordinary |
| IESA Limited | ||
Fifth Floor, Two Pancras Square, London N1C 4AG, UK | UK | Ordinary |
| RS Limited* | ||
Fifth Floor, Two Pancras Square, London N1C 4AG, UK | UK | Ordinary |
| John Liscombe Limited* | ||
Fifth Floor, Two Pancras Square, London N1C 4AG, UK | UK | Ordinary and |
| preference | ||
| Needlers Limited* | ||
Fifth Floor, Two Pancras Square, London N1C 4AG, UK | UK | Ordinary and |
| preference |
| Country of | |||
| Name and registered address of undertaking | incorporation | Class of share held | |
| Electrocomponents, Inc* | |||
7151 | Jack Newell Blvd S., Fort Worth, TX 76118, United States | United States | Common and |
| of America | preference | ||
| Electrocomponents North America, Inc.* | |||
7151 | Jack Newell Blvd S., Fort Worth, TX 76118, United States | United States | Common |
| of America | |||
| Electrocomponents North America LLC* | |||
7151 | Jack Newell Blvd S., Fort Worth, TX 76118, United States | United States | Common |
| of America | |||
| Electrocomponents (US), Inc.* | |||
7151 | Jack Newell Blvd S., Fort Worth, TX 76118, United States | United States | Common |
| of America | |||
| Electrocomponents US LLC* | |||
7151 | Jack Newell Blvd S., Fort Worth, TX 76118, United States | United States | Common |
| of America | |||
| Synovos International, Inc.* | |||
| Two Radnor Corporate Center, Suite 400, Radnor, PA 19087, | United States | Common | |
| United States | of America | ||
Name | Company Number |
Distrelec Ltd | 10698604 |
Electrocomponents Overseas Limited | 2397713 |
Electrocomponents US Finance Limited | 4180300 |
IESA A & D Holdings Limited | 9082338 |
IESA A & D Limited | 4621135 |
IESA Holdings Limited | 6337851 |
John Liscombe Limited | 144689 |
RS Components Holdings Limited | 3718521 |
32 Post balance sheet events
On 20 May 2026, the Company announced the commencement of a share buyback programme
to purchase ordinary shares of 10 pence each in the capital of the Company for up to a maximum
consideration of Ā£100,000,000, excluding stamp duty and expenses.
The purpose of the programme is to reduce the share capital of the Company. The programme
began on the date of announcement and will end no later than 19 May 2027. All ordinary shares
purchased under the programme will be cancelled.
| Country of | ||
| Name and registered address of undertaking | incorporation | Class of share held |
| Needlers Holdings Limited* | ||
Fifth Floor, Two Pancras Square, London N1C 4AG, UK | UK | Ordinary and |
| preference | ||
| BPX Limited* | ||
Unit 3 Rothley Lodge Commercial Park, Loughborough Road, Rothley, Leicestershire, United Kingdom | UK | Ordinary |
| Ranger Computer Systems Limited* | ||
Unit 3 Rothley Lodge Commercial Park, Loughborough Road, Rothley, Leicestershire, United Kingdom | UK | Ordinary |
| Ranger Industries Ltd* | ||
Unit 3 Rothley Lodge Commercial Park, Loughborough Road, Rothley, Leicestershire, United Kingdom | UK | Ordinary |
GOVERNANCE REPORTSTRATEGIC REPORT OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
175
FINANCIAL STATEMENTS
Share
capital
Share
premium
account
Own
shares
held by
EBT
Profit
and loss
account Total
Ā£m Ā£m Ā£m Ā£m Ā£m
At 1 April 2024 ī¢47.4ī¢ ī¢239.5ī¢ ī¢(1.8) ī¢754.4ī¢ ī¢1,039.5ī¢
Profit and total comprehensive income for the
year
ī¢āī¢ī¢ī¢ ī¢āī¢ī¢ī¢ ī¢āī¢ī¢ī¢ ī¢128.9ī¢ ī¢128.9ī¢
Dividends (Note 16) ī¢āī¢ī¢ī¢ ī¢āī¢ī¢ī¢ ī¢āī¢ī¢ī¢ ī¢(104.7) ī¢(104.7)
Equity-settled share-based payments (Note 5) ī¢āī¢ī¢ī¢ ī¢āī¢ī¢ī¢ ī¢āī¢ī¢ī¢ ī¢9.4ī¢ ī¢9.4ī¢
Settlement of share awards (Note 16) ī¢āī¢ī¢ī¢ ī¢0.2ī¢ ī¢6.0ī¢ ī¢(5.1) ī¢1.1ī¢
Purchase of own shares by EBT (Note 16) ī¢āī¢ī¢ī¢ ī¢āī¢ī¢ī¢ ī¢(46.5) ī¢āī¢ī¢ī¢ ī¢(46.5)
Tax on equity-settled share-based payments ī¢āī¢ī¢ī¢ ī¢āī¢ī¢ī¢ ī¢āī¢ī¢ī¢ ī¢(0.2) ī¢(0.2)
At 31 March 2025 ī¢47.4ī¢ ī¢239.7ī¢ ī¢(42.3) ī¢782.7ī¢ ī¢1,027.5ī¢
Profit and total comprehensive income for the
year
ī¢āī¢ī¢ī¢ ī¢āī¢ī¢ī¢ ī¢āī¢ī¢ī¢ ī¢251.7ī¢ ī¢251.7ī¢
Dividends (Note 16) ī¢āī¢ī¢ī¢ ī¢āī¢ī¢ī¢ ī¢āī¢ī¢ī¢ ī¢(105.9) ī¢(105.9)
Equity-settled share-based payments (Note 5) ī¢āī¢ī¢ī¢ ī¢āī¢ī¢ī¢ ī¢āī¢ī¢ī¢ ī¢9.9ī¢ ī¢9.9ī¢
Settlement of share awards (Note 16) ī¢āī¢ī¢ī¢ ī¢āī¢ī¢ī¢ ī¢2.6ī¢ ī¢(2.2) ī¢0.4ī¢
Purchase of own shares by EBT (Note 16) ī¢āī¢ī¢ī¢ ī¢āī¢ī¢ī¢ ī¢(33.7) ī¢āī¢ī¢ī¢ ī¢(33.7)
Tax on equity-settled share-based payments ī¢āī¢ī¢ī¢ ī¢āī¢ī¢ī¢ ī¢āī¢ī¢ī¢ ī¢0.4ī¢ ī¢0.4ī¢
At 31 March 2026 ī¢47.4ī¢ ī¢239.7ī¢ ī¢(73.4) ī¢936.6ī¢ ī¢1,150.3ī¢
Notes
2026 2025
Ā£m Ā£m
Fixed assets ī¢ī¢ ī¢ī¢
Tangible assets 7 ī¢13.9ī¢ ī¢14.5ī¢
Investments in subsidiaries 8 ī¢599.0ī¢ ī¢558.6ī¢
Total fixed assets ī¢612.9ī¢ ī¢573.1ī¢
Current assets ī¢ī¢ ī¢ī¢
Debtors: amounts falling due after more than one year 10 ī¢22.6ī¢ ī¢17.7ī¢
Debtors: amounts falling due within one year 10 ī¢1,221.6ī¢ ī¢1,130.6ī¢
Cash at bank and in hand ī¢15.1ī¢ ī¢29.0ī¢
Total current assets ī¢1,259.3ī¢ ī¢1,177.3ī¢
Creditors: amounts falling due within one year 11 ī¢(451.6) ī¢(332.5)
Net current assets ī¢807.7ī¢ ī¢844.8ī¢
Total assets less current liabilities ī¢1,420.6ī¢ ī¢1,417.9ī¢
Creditors: amounts falling due after more than one year 12 ī¢(270.3) ī¢(390.4)
Net assets ī¢1,150.3ī¢ ī¢1,027.5ī¢
Capital and reserves ī¢ī¢ ī¢ī¢
Share capital 16 ī¢47.4ī¢ ī¢47.4ī¢
Share premium account 16 ī¢239.7ī¢ ī¢239.7ī¢
Own shares held by Employee Benefit Trust (EBT) 16 ī¢(73.4) ī¢(42.3)
Profit and loss account (including profit for the year of Ā£251.7 million
(2024/25: Ā£128.9 million))
16 ī¢936.6ī¢ ī¢782.7ī¢
Total equity ī¢1,150.3ī¢ ī¢1,027.5ī¢
The Company accounts on pages 176 to 180 were approved by the Board of Directors and
authorised for issue on 19 May 2026. They were signed on its behalf by:
Kate Ringrose
Chief Financial Officer
RS Group plc
Company number: 647788
COMPANY BALANCE SHEET
As at 31 March 2026
COMPANY STATEMENT OF CHANGES IN EQUITY
For the year ended 31 March 2026
Company accounts
RS Group plc Annual Report and Accounts 2026176
NOTES TO THE COMPANY ACCOUNTS
For the year ended 31 March 2026
4 Employees
Average number of employees 2026 2025
Management and administration for the Company ī¢60ī¢ ī¢68ī¢
Management and administration for the Companyās subsidiaries ī¢730ī¢ ī¢789ī¢
Management and administration total ī¢790 ī¢ ī¢857ī¢
Aggregate employment costs
2026 2025
Ā£m Ā£m
Wages and salaries ī¢11.7ī¢ ī¢9.5ī¢
Social security costs ī¢1.7ī¢ ī¢1.2ī¢
Share-based payments - equity-settled (Note 5) ī¢2.1ī¢ ī¢1.0ī¢
Share-based payments - cash-settled ī¢0.2ī¢ ī¢(0.1)
Defined contribution retirement benefit costs (Note 6) ī¢0.4ī¢ ī¢0.5ī¢
ī¢16.1ī¢ ī¢12.1ī¢
Termination benefits ī¢(0.1) ī¢0.6ī¢
Total ī¢16.0ī¢ ī¢12.7ī¢
Information on the Directorsā remuneration is in the Directorsā Remuneration Report on pages 98
to 117.
The numbers above are for employees who work for the Company. There are a number of Group
employees whose contracts of employment are with the Company but who actually work in its
subsidiaries and perform no services directly for the Company. These employees are not included in
the cost numbers above.
5 Share-based payments
The Company operates a number of share-based payment schemes for employees of the Group,
details of which are in Note 9 of the Group accounts. A number of the Companyās employees
participate in the equity-settled LTIPs, DSBP, and equity-settled SAYE, which grant rights to
the Companyās own equity instruments and hence are accounted for as equity-settled share-
based payments.
1 General information
RS Group plc (the Company) is the parent company of the RS Group and is included in the
consolidated accounts of RS Group plc (the Group accounts). The Company is a public limited
company and is incorporated, registered and domiciled in England and Wales. The address of its
registered office is Fifth Floor, Two Pancras Square, London N1C 4AG, UK .
2 Statement of compliance
The individual accounts of the Company have been prepared in compliance with United Kingdom
Accounting Standards, including Financial Reporting Standard 102 āThe Financial Reporting Standard
applicable in the UK and Republic of Irelandā (FRS 102), and the Companies Act 2006.
3 Basis of preparation
These are the Companyās separate accounts and have been prepared on a going concern basis,
under the historical cost convention, as modified by the recognition of certain financial assets and
liabilities measured at fair value through profit and loss. They are presented in sterling and rounded
to the nearest Ā£0.1 million. The principal accounting policies have been applied consistently unless
otherwise stated.
The preparation of accounts under FRS 102 requires the Company to make judgements, estimates
and assumptions that affect the application of accounting policies and reported amounts of assets
and liabilities, income, and expenses. There are no areas involving a higher degree of judgement
or complexity, or areas where assumptions and estimates are significant, that are included in
these accounts.
Under section 408 of the Companies Act 2006, the Company is exempt from the requirement to
present its own profit and loss account.
The Company has taken advantage of the following disclosure exemptions available under FRS 102:
i. preparation of a cash flow statement
ii. financial instrument disclosures
iii. share-based payment disclosures
iv. key management personnel compensation disclosure
Transactions in foreign currencies are recorded using the rate ruling at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are
retranslated at the rate ruling at that date and the gains and losses on translation are recognised in
profit or loss.
As part of the Periodic Review 2024, Section 20 āLeasesā was significantly amended, with changes
effective for annual reporting periods beginning on or after 1 January 2026. The amendments
introduce new lease accounting requirements based on IFRS 16 āLeasesā, with appropriate
simplifications. The Company expects the application of this amendment to result in the recognition
of a right-of-use asset and a lease liability on the balance sheet.
GOVERNANCE REPORTSTRATEGIC REPORT OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
177
FINANCIAL STATEMENTS
8 Investments in subsidiaries
Investments in subsidiaries are carried at the lower of cost and expected recoverable amount.
This includes loans that are intended for use on a continuing basis in the entityās activities, including
acquisition of subsidiaries, and expected to be repaid after more than one year, although there is an
option for the Company to require repayment on demand. Impairments are recognised in the profit
and loss account.
The expense relating to share-based payments that grant rights to the Companyās equity instruments
to employees of other Group companies is treated as an increase in investments, with the
corresponding credit taken directly to reserves. In the year ended 31 March 2026, this amounted to
Ā£7.8 million (2024/25: Ā£8.4 million).
Shares Loans Total
Ā£m Ā£m Ā£m
Cost ī¢ī¢ ī¢ī¢ ī¢ī¢
At 1 April 2025 ī¢243.8ī¢ ī¢329.9ī¢ ī¢573.7ī¢
Additions ī¢7.8ī¢ ī¢30.2ī¢ ī¢38.0ī¢
Translation differences ī¢āī¢ī¢ī¢ ī¢2.4ī¢ ī¢2.4ī¢
At 31 March 2026 ī¢251.6ī¢ ī¢362.5ī¢ ī¢614.1ī¢
ī¢ī¢ ī¢ī¢ ī¢ī¢
Impairments ī¢ī¢ ī¢ī¢ ī¢ī¢
At 1 April 2025 ī¢āī¢ī¢ī¢ ī¢15.1ī¢ ī¢15.1ī¢
At 31 March 2026 ī¢āī¢ī¢ī¢ ī¢15.1ī¢ ī¢15.1ī¢
ī¢ī¢ ī¢ī¢ ī¢ī¢
Net book value ī¢ī¢ ī¢ī¢ ī¢ī¢
At 31 March 2026 ī¢251.6ī¢ ī¢347.4ī¢ ī¢599.0ī¢
At 31 March 2025 ī¢243.8ī¢ ī¢314.8ī¢ ī¢558.6ī¢
During the year, additional loans of Ā£30.2 million (2024/25: Ā£nil) were extended to a subsidiary
holding company to restructure its balance sheet and support long-term investment in the
EMEA market.
A list of the Companyās related undertakings is in Note 31 to the Group accounts.
6 Post-employment benefits
Employees of the Company may be members of the Groupās UK pension schemes.
Defined benefit scheme
There is no agreement or stated policy for charging the net defined benefit cost for the scheme to
the individual Group entities. Both the Company and RS Components Limited, the main UK trading
subsidiary of the Company, are the sponsoring employers. The majority of the scheme members
work for RS Components Limited and so it accounts for the UK scheme as a defined benefit scheme
in its accounts. The Company recognises a cost equal to its contributions.
Details of the UK defined benefit scheme is in Note 10 of the Group accounts.
Defined contribution scheme
Contributions to the defined contribution scheme are expensed as they fall due.
7 Tangible assets
Tangible assets are stated at cost (or deemed cost for the freehold warehouse facility which is
occupied by a wholly owned subsidiary) less accumulated depreciation and any provisions for
impairment. Cost includes the original purchase price, costs directly attributable to bringing the
asset to its working condition for its intended use, and any dismantling and restoration costs.
No depreciation has been charged on land. Other assets are depreciated to residual value on a
straight-line basis over the following useful lives: investment property (freehold warehouse facility
occupied by a wholly owned subsidiary) 50 years; leasehold improvements 10 years; plant and
machinery 10 years; and computer equipment 5 years.
Investment
property
Leasehold
improvements
Plant and
machinery
Computer
equipment Total
Ā£m Ā£m Ā£m Ā£m Ā£m
Cost ī¢ī¢ ī¢ī¢ ī¢ī¢ ī¢ī¢ ī¢ī¢
At 1 April 2025 and 31 March 2026 ī¢18.2ī¢ ī¢1.2ī¢ ī¢9.2ī¢ ī¢0.8ī¢ ī¢29.4ī¢
ī¢ī¢ ī¢ī¢ ī¢ī¢ ī¢ī¢ ī¢ī¢
Depreciation ī¢ī¢ ī¢ī¢ ī¢ī¢ ī¢ī¢ ī¢ī¢
At 1 April 2025 ī¢4.0ī¢ ī¢0.9ī¢ ī¢9.2ī¢ ī¢0.8ī¢ ī¢14.9ī¢
Charged in the year ī¢0.5ī¢ ī¢0.1ī¢ ī¢āī¢ī¢ī¢ ī¢āī¢ī¢ī¢ ī¢0.6ī¢
At 31 March 2026 ī¢4.5ī¢ ī¢1.0ī¢ ī¢9.2ī¢ ī¢0.8ī¢ ī¢15.5ī¢
ī¢ī¢ ī¢ī¢ ī¢ī¢ ī¢ī¢ ī¢ī¢
Net book value ī¢ī¢ ī¢ī¢ ī¢ī¢ ī¢ī¢ ī¢ī¢
At 31 March 2026 ī¢13.7ī¢ ī¢0.2ī¢ ī¢āī¢ī¢ī¢ ī¢āī¢ī¢ī¢ ī¢13.9ī¢
At 31 March 2025 ī¢14.2ī¢ ī¢0.3ī¢ ī¢āī¢ī¢ī¢ ī¢āī¢ī¢ī¢ ī¢14.5ī¢
NOTES TO COMPANY ACCOUNTS CO NTINUED
For the year ended 31 March 2026
Company accounts continued
RS Group plc Annual Report and Accounts 2026178
Amounts owed by subsidiary undertakings are unsecured, bear interest at market rates, and are
repayable on demand. The carrying amount includes an impairment allowance of Ā£36.1 million
(2024/25: Ā£54.8 million).
11 Creditors: amounts falling due within one year
2026 2025
Ā£m Ā£m
Amounts owed to subsidiary undertakings ī¢288.5ī¢ ī¢281.2ī¢
Unsecured private placement loan notes repayable within one year ī¢76.0ī¢ ī¢āī¢ī¢ī¢
Unsecured term loan repayable within one year ī¢25.0ī¢ ī¢āī¢ī¢ī¢
Bank overdrafts ī¢48.4ī¢ ī¢41.6ī¢
Other derivative liabilities ī¢4.7ī¢ ī¢3.7ī¢
Provisions ī¢āī¢ī¢ī¢ ī¢0.3ī¢
Accruals ī¢7.7ī¢ ī¢4.7ī¢
Other creditors ī¢1.3ī¢ ī¢1.0ī¢
ī¢451.6ī¢ ī¢332.5ī¢
Amounts owed to subsidiary undertakings are unsecured, bear interest at market rates and are
repayable on demand.
9 Financial instruments
Derivative financial instruments and hedging activities
The Company has elected to adopt the recognition and measurement provisions of IAS 39 (as
adopted in the UK) and the disclosure provisions of FRS 102 in respect of financial instruments.
The Company uses derivative financial instruments to cover its exposure to foreign exchange risks
arising from operational and financing activities. It principally employs forward foreign exchange
contracts to hedge against changes in exchange rates on behalf of its operating subsidiaries, using
back-to-back external and intra-group forward foreign exchange contracts, and these subsidiaries
apply cash flow hedging where appropriate. In accordance with its treasury policies, the Company
does not hold or issue derivative financial instruments for trading purposes.
All the Companyās derivatives are measured at fair value with changes in the fair values recognised in
profit or loss.
Other financial instruments
All other financial assets, including cash and bank balances and amounts owed by subsidiary
undertakings, are initially recognised at transaction price and then subsequently at amortised cost
less any provision for impairment.
All other financial liabilities, including accruals, other creditors, bank overdrafts and loans, private
placement loan notes, and amounts owed to subsidiary undertakings, are initially recognised at
transaction price and then subsequently at amortised cost.
10 Debtors
2026 2025
Ā£m Ā£m
Amounts falling due within one year:
Amounts owed by subsidiary undertakings ī¢1,210.3ī¢ ī¢1,123.2ī¢
Other derivative assets ī¢5.0ī¢ ī¢3.6ī¢
Prepayments ī¢5.1ī¢ ī¢3.8ī¢
Other receivables ī¢1.2ī¢ ī¢āī¢ī¢ī¢
Debtors: amounts falling due within one year ī¢1,221.6ī¢ ī¢1,130.6ī¢
Amounts falling due after more than one year: ī¢ī¢ ī¢ī¢
Amounts owed by subsidiary undertakings ī¢21.1ī¢ ī¢17.5ī¢
Deferred tax asset (Note 13) ī¢1.5ī¢ ī¢0.2ī¢
Debtors: amounts falling due after more than one year ī¢22.6ī¢ ī¢17.7ī¢
During the year, a net impairment reversal of Ā£18.7 million (2025/26: impairment of Ā£14.4 million)
was recognised in profit and loss against amounts owed by subsidiary undertakings, mainly due to
the restructuring of subsidiary loans (Note 8).
GOVERNANCE REPORTSTRATEGIC REPORT OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
179
FINANCIAL STATEMENTS
14 Operating lease commitments
Future minimum amounts payable under non-cancellable operating leases are:
2026 2025
Ā£m Ā£m
Within one year ī¢1.2ī¢ ī¢1.2ī¢
From one to five years ī¢0.4ī¢ ī¢1.5ī¢
ī¢1.6ī¢ ī¢2.7ī¢
15 Contingent liabilities
The Company enters into financial guarantee contracts to guarantee the indebtedness of certain
other companies within the Group. The Company treats the guarantee contracts as a contingent
liability until such time as it becomes probable that the Company will be required to make a payment
under the guarantee.
Guarantees exist in respect of bank facilities available to certain subsidiaries, up to a maximum of
Ā£110.6 million (2024/25: Ā£110.6 million), of which Ā£9.0 million (2024/25: Ā£0.9 million) had been drawn
down at the end of the year.
16 Capital and reserves and dividends
Details of the Companyās share capital, share premium account, EBT, and dividends paid to
shareholders are in Notes 13 and 26 of the Group accounts.
The Company has sufficient distributable reserves to pay dividends for a number of years and is also
able to increase its distributable reserves further by receiving distributions from its subsidiaries.
17 Post balance sheet events
On 20 May 2026, the Company announced the commencement of a share buyback programme
to purchase ordinary shares of 10 pence each in the capital of the Company for up to a maximum
consideration of Ā£100,000,000, excluding stamp duty and expenses.
The purpose of the programme is to reduce the share capital of the Company. The programme
began on the date of announcement and will end no later than 19 May 2027. All ordinary shares
purchased under the programme will be cancelled.
12 Creditors: amounts falling due after more than one year
2026 2025
Ā£m Ā£m
Unsecured private placement loan notes repayable after more than five years ī¢37.7ī¢ ī¢38.6ī¢
Unsecured private placement loan notes repayable from four to five years ī¢āī¢ī¢ī¢ ī¢37.8ī¢
Unsecured private placement loan notes repayable from three to four years ī¢37.7ī¢ ī¢āī¢ī¢ī¢
Unsecured private placement loan notes repayable from one to two years ī¢āī¢ī¢ī¢ ī¢76.8ī¢
Unsecured multicurrency revolving facility agreement repayable from four to five
years
ī¢āī¢ī¢ī¢ ī¢112.6ī¢
Unsecured multicurrency revolving facility agreement repayable from three to four
years
ī¢65.0ī¢ ī¢āī¢ī¢ī¢
Unsecured term loan repayable from three to four years ī¢āī¢ī¢ī¢ ī¢124.2ī¢
Unsecured term loan repayable from two to three years ī¢129.6ī¢ ī¢āī¢ī¢ī¢
Other creditors ī¢āī¢ī¢ī¢ ī¢0.3ī¢
Cash-settled share-based payment liability ī¢0.3ī¢ ī¢0.1ī¢
ī¢270.3ī¢ ī¢390.4ī¢
Details of the private placement loan notes, and multicurrency revolving facility agreement are in
Notes 21 to 23 of the Group accounts.
13 Deferred tax
Deferred tax is provided using the balance sheet liability method, providing for temporary differences
between the carrying amounts of assets and liabilities for financial reporting purposes and the
amounts used for taxation purposes. The amount of deferred tax provided is calculated using tax
rates enacted or substantively enacted at the balance sheet date that are expected to apply when the
deferred tax asset is realised or the deferred tax liability is settled.
Deferred tax assets are attributable to the following:
2026 2025
Ā£m Ā£m
Equity-settled share-based payments ī¢1.5ī¢ ī¢0.2ī¢
Deferred tax asset (Note 10) ī¢1.5ī¢ ī¢0.2ī¢
The Company has gross unused capital losses of Ā£6.6 million (2024/2025: Ā£6.6 million) available for
offset against future chargeable gains. No deferred tax asset has been recognised on these unused
losses as it is not probable that future chargeable gains will be available against which they can
be utilised.
NOTES TO COMPANY ACCOUNTS CO NTINUED
For the year ended 31 March 2026
Company accounts continued
RS Group plc Annual Report and Accounts 2026180
Summary balance sheets and other metrics
2026 2025 2024 2023 2022
Ā£m Ā£m Ā£m Ā£m Ā£m
Non-current assets 1,159.9 1,149.3 1,257.0 953.7 706.1
Current assets 1,510.9 1,471.3 1,622.8 1,577.1 1,395.1
Current liabilities (842.2) (716.4) (815.3) (838.9) (726.2)
Non-current liabilities (414.7) (549.7) (645.6) (357.0) (266.5)
Net assets 1,413.9 1,354.5 1,418.9 1,334.9 1,108.5
Add back: net debt 328.9 364.2 418.2 113.0 42.1
Add back: retirement benefit net assets/
(obligations)
8.9 13.9 25.7 36.4 12.4
Capital employed 1,751.7 1,732.6 1,862.8 1,484.3 1,163.0
Return on capital employed (ROCE)
1
15.4% 15.2% 17.1% 29.7% 28.7%
Adjusted free cash flow ī¢202.2ī¢ ī¢214.1ī¢ 151.2 263.6 162.9
Average number of employees 8,600ī¢ 8,709ī¢ 8,964ī¢ 7,818ī¢ 7,383ī¢
ī¢ī¢ ī¢ī¢ ī¢ī¢ ī¢ī¢ ī¢ī¢
Share price at 31 March 560.0p 561.5p 726.8p 914.0p 1,084.0p
1. ROCE is based on monthly average capital employed.
Summary income statements and related metrics
2026 2025 2024 2023 2022
Ā£m Ā£m Ā£m Ā£m Ā£m
Revenue 2,881.1ī¢ 2,903.5ī¢ 2,942.4ī¢ 2,982.3ī¢ 2,553.7ī¢
ī¢ī¢ ī¢ī¢ ī¢ī¢ ī¢ī¢ ī¢ī¢
Operating profit 238.6ī¢ 232.8ī¢ 274.5ī¢ 383.0 308.8
Add back: amortisation and impairment of
acquired intangibles
20.2 37.3 26.6 16.6 11.6
Add back: acquisition-related items (8.7) 4.1 5.1 2.6 ī¢ā
Add back: substantial reorganisation costs and
substantial asset write-downs
14.9 ī¢ā ī¢ā ī¢ā ī¢ā
Adjusted operating profit 265.0 274.2 306.2 402.2 320.4
Net finance costs (19.5) (27.3) (31.9) (12.2) (7.1)
Share of profit of joint venture 0.6 0.6 0.6 0.7 0.5
Adjusted profit before tax 246.1 247.5 274.9 390.7 313.8
Amortisation and impairment of acquired
intangibles
(20.2) (37.3) (26.6) (16.6) (11.6)
Acquisition-related items 8.7 (4.1) (5.1) (2.6) ī¢ā
Substantial reorganisation costs and
substantial asset write-downs
(14.9) ī¢ā ī¢ā ī¢ā ī¢ā
Profit before tax 219.7 206.1 243.2 371.5 302.2
Income tax expense (57.8) (53.5) (63.8) (86.7) (72.2)
Profit for the year attributable to owners of the
Company
161.9 152.6 179.4 284.8 230.0
ī¢ī¢ ī¢ī¢ ī¢ī¢ ī¢ī¢ ī¢ī¢
Basic earnings per share 34.6p 32.5p 37.9p 60.4p 48.9p
Adjusted basic earnings per share 38.7p 39.1p 42.9p 63.6p 51.3p
Dividend per share 22.9p 22.4p 22.0p 20.9p 18.0p
FIVE-YEAR RECORD
Year ended 31 March
Five-year record
GOVERNANCE REPORTSTRATEGIC REPORT OTHER INFORMATION
RS Group plc Annual Report and Accounts 2026
181
FINANCIAL STATEMENTS
Registered office
RS Group plc
Fifth Floor
Two Pancras Square
London
N1C 4AG
United Kingdom
Tel: +44 (0)20 7239 8400
rsgroup.com
Registered number: 647788
Registered in England and Wales
Shareholder services
Registrar
If you have any questions about your
shareholding in the Company, please
contact our Registrar:
Computershare Investor Services PLC
The Pavilions,
Bridgwater Road,
Bristol
BS99 6ZZ
Tel: 0370 703 0199
investorcentre.co.uk/contactus
Investor Centre
To access online information about your
shareholding, visit investorcentre.co.uk
Through the Investor Centre you can:
ā Update member details and address changes
ā Update dividend bank mandate instructions
and review dividend payment history
ā Register to receive Company
communications electronically
Your shareholder reference number (SRN) is
required to access your shareholding. This can
be found at the top of your welcome letter or
share certificate. Alternatively, you can obtain
your SRN by contacting Computershare on the
number provided.
Dividend reinvestment plan (DRIP)
Should you wish to reinvest your dividends in the
Company, you can take advantage of our DRIP.
It will allow you to use your cash dividend to buy
more RS Group shares in the market. You will
need to complete a DRIP application form and
return it to Computershare. This can be found,
together with plan terms and conditions, at
investorcentre.co.uk or in the Shareholder
Information section of our website under
Shareholder FAQs. Alternatively, please contact
Computershare on the number provided, and
details and a form will be sent to you.
Share price information
The latest information on the RS Group plc
share price is available on our corporate
website: rsgroup.com
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If you have received unsolicited contact about an
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Shareholder information
REGISTERED OFFICE, FINANCIAL CALENDAR
AND ADVISORS
RS Group plc Annual Report and Accounts 2026182
Contacts
Auditors
Deloitte LLP
2 New Street Square
London
EC4A 3BZ
Financial public relation advisors
Teneo
The Carter Building
11 Pilgrim Street
London
EC4V 6RN
Financial advisors
and corporate brokers
J.P. Morgan Cazenove
25 Bank Street
Canary Wharf
London
E14 5JP
Barclays
1 Churchill Place
Canary Wharf
London
E14 5HP
Financial calendar
Announcement of results
The results of the Group are normally published
at the following times:
ā Half-year results for the six months ending
30 September in early-November
ā Preliminary announcement for the year
ending 31 March in late-May
ā Annual Report and Accounts for the year
ending 31 March in mid-June
Dividend payments
Our current policy is to normally make dividend
payments at the following times:
ā Interim dividend in January
ā Final dividend in July
Registrar and transfer office
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol
BS99 6ZZ
Solicitors
Slaughter and May
One Bunhill Row
London
EC1Y 8YY
Get more online
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ā Updates via email
Archive information
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For more information and the latest news,
including details of our principal locations,
visit: rsgroup.com
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ONLINE
GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
RS Group plc Annual Report and Accounts 2026
183
OTHER INFORMATION
A&C Automation and Control
AGM Annual General Meeting
AI Artificial Intelligence
B2B Business to business
B2C Business to customer
BEIS Department of Business, Energy & Industrial Strategy
(from February 2023, the Department for Business
and Trade)
CAGR Compound annual growth rate
CEO Chief Executive Officer
CFO Chief Financial Officer
CO
2
e Carbon dioxide equivalent
CPO Chief People Officer
CRM Customer Relationship Manager
CRROs Climate-related risks and opportunities
CSRD Corporate Sustainability Reporting Directive
D&I Diversity and inclusion
DC Distribution centre
DRIP Dividend Reinvestment Plan
DSBP Deferred share bonus plan
DTP Deliver to Promise
EBITA Earnings before interest, taxes, and amortisation
EBITDA Earnings before interest, taxes, depreciation,
and amortisation
EMS Environmental management system
EPS Earnings per share
ERG Employee resource group
ESG Environmental, social, and governance
ETD Ethical Trading Declaration
EU European Union
ExCo Executive Committee
FC Fulfilment centre
FCA Financial Conduct Authority
FRC Financial Reporting Council
FRS Financial Reporting Standard
GHG Greenhouse gas
H&S Health and safety
HVO Hydrotreated vegetable oil
IAS International accounting standards
IFRS International Financial Reporting Standard
J2G LTIP Journey to Greatness Long-term Incentive Plan
KPIs Key performance indicators
LCA Lifecycle Assessment
LTIP Long-term incentive plan
M&A Mergers and acquisitions
MRO Maintenance, repair and operations
NPI New product introduction
NPS Net Promoter Score
PBT Profit before tax
PMI Purchasing Manager Index
PPE Personal protective equipment
PMS Product Management Solution
QBR Quarterly business review
ROCE Return on capital employed
RSIS RS Integrated Supply
SAYE Save as you earn
SBT Science-based targets
SBTi Science Based Targets initiative
STEM Science, technology, engineering, and maths
TCFD Task Force on Climate-related Financial Disclosures
The Code UK Corporate Governance Code 2024
TPT UK Transition Plan Taskforce
TSR Total shareholder return
UK IAS UK-adopted international accounting standards
UNGC United Nations Global Compact
UN SDGs United Nations Sustainable Development Goals
GLOSSARY
OF TERMS
RS Group plc Annual Report and Accounts 2026184
RS Group plc
Fifth Floor
Two Pancras Square
London N1C 4AG
United Kingdom
Tel: +44 (0)20 7239 8400
rsgroup.com
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