B&M European Value Retail plc Annual Report and Accounts 2026
Back to B&M
Basics & Beyond
B&M European Value Retail plc
Annual Report and Accounts 2026
£620m
£459m
2026
2025
£455m
£284m
2026
2025
33.5p
21.3p
2026
2025
£311m
£321m
2026
2025
£5.6bn
£5.8bn
2026
2025
£431m
£227m
2026
2025
£784m
£801m
2026
2025
31.8p
16.3p
2026
2025
Welcome to our Annual Report and Accounts 2026
Contents
Strategic report
Performance highlights IFC
Our principles 1
Company overview 2
Chair statement 4
Chief Executive Officer’s review 6
Our strategy 8
Business model 12
Key performance indicators 14
In depth – Ellesmere Port 16
Financial review 18
Principal risks and uncertainties 22
Corporate social responsibility 30
Task Force on Climate-related
Financial Disclosures (TCFD) 39
Stakeholders and
Section 172 statement 51
Governance
Governance at a glance 56
Chair’s introduction to Corporate
Governance and The Board of Directors
of B&MEuropean Value Retail plc 57
Corporate Governance report 60
Audit & Risk Committee report 67
Nomination Committee report 73
Directors’ remuneration report 76
Directors’ report and business review 92
Statement of Directors’ responsibilities 96
Financial statements
Statement of Directors’ responsibilities
in respect of the directors’ report and
financial statements 97
Independent auditor’s report 98
Consolidated statement of
comprehensive income 108
Consolidated statement
of financial position 109
Consolidated statement of changes
in shareholders’ equity 110
Consolidated statement of cash flows 111
Notes to the consolidated
financial statements 112
Company statement of
comprehensive income 156
Company statement of financial position 157
Company statement of changes in equity 158
Notes to the annual accounts 159
Company information IBC
1. Adjusted values are considered to be appropriate to exclude unusual, non-trading and/or non-recurring impacts on performance which therefore provides the user of the accounts
with additional metrics to compare periods of account. See notes 2, 3 and 4 of the financial statements for further details.
2. Post-tax free cash flow is an Alternative Performance Measure. Please see note 3 of the financial statements for more details and reconciliation to the consolidated statement of cash flows.
Performance highlights Statutory measures
This Annual Report and Accounts
are for the 52 weeks financial reporting
period to 28 March 2026 (‘FY26’).
Group revenues
£5.8bn
3.6% (2025: £5.6bn)
Post-tax free cash flow
2
£321m
3.0% (2025: £311m)
Adjusted EBITDA (pre-IFRS 16)
1
£459m
-25.9% (2025: £620m)
Adjusted profit before tax
1
£284m
-37.7% (2025: £455m)
Adjusted diluted
earnings per share
1
21.3p
-36.4% (2025: 33.5p)
Profit before tax
£227m
-47.3% (2025: £431m)
Cash generated
from operations
£801m
2.2% (2025: £784m)
Statutory diluted earnings
per share
16.3p
-48.8% (2025: 31.8p)
1
B&M European Value Retail plc
Annual Report and Accounts 2026
Governance Financial statements
Strategic report
Our principles
Our ambition:
To be everyone’s favourite place to shop.
Big brands
Amazing value
Discovery
Broad choice
Customer moments
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FY26 performance by fascia
2
B&M European Value Retail plc
Annual Report and Accounts 2026
Company overview
Our fascias
Revenue
£5,775m
B&M UK £4,615m
B&M France £616m
Heron Foods £544m
Adjusted EBITDA (pre-IFRS 16)
2
£459m
3
B&M UK £395m
B&M France £53m
Heron Foods £16m
Adjusted profit before tax
2
£284m
3
B&M UK £319m
B&M France £36m
Heron Foods £4m
B&M is a leading European variety discount retailer.
We make everyday life more affordable with every
visit full of surprise.
Number of employees
32,480
Number of stores
799
Number of employees
1
1,386
Number of stores
147
B&M UK
B&M France
Heron Foods
Number of employees
5,188
Number of stores
342
1. Includes colleagues at the French support centre, and those working in stores operated directly by the Group. Those colleagues working in stores operated under the mandated
manager model are employed directly by the manager of each store, and are therefore not employees of the Group and so excluded from the number above.
2. Adjusted values are considered to be appropriate to exclude unusual, non-trading and/or non-recurring impacts on performance which therefore provides the user of the accounts
with additional metrics to compare periods of accounts. See notes 2, 3 and 4 of the financial statements for further details.
3. Includes the corporate segment. For further detail, see note 3 of the financial statements and the reconciliation.
3
B&M European Value Retail plc
Annual Report and Accounts 2026
Governance Financial statements
Strategic report
1. One-year LFL revenues relate to the B&M UK estate only (excluding wholesale
revenues) and are based on either 52 week vs. 52 week or 13 week vs. 13 week
comparison periods. They include each store’s revenue for that part of the current
period that falls at least 14 months after it opened compared with its revenue for
the corresponding part of FY25. This 14-month approach has been adopted as it
excludes the two-month halo period which new stores experience following opening.
Progress in FY26
B&M has a significant discount retail presence across the
UK, with 799 stores and a long-term ambition of opening up
to 1,200. B&M’s original value proposition is strong and our
stores enjoy strong customer loyalty. In the recent past, our
UK execution has drifted, which has impacted sales. We see
immediate opportunities to tackle this through Back to B&M
Basics: an action plan we are confident can return B&M UK
to sustainable like-for-like
1
(LFL) growth.
This will be achieved through a relentless focus on price,
ranging, in-store promotions and on-shelf availability, all of
which are key areas of our Back to B&M Basics strategy.
On a gross basis, we opened 41 new stores in FY26. LFL sales
declined by 0.1%, below our expectations. Our number one
focus is restoring this in the year ahead through delivering
on Back to B&M Basics, which is progressing at pace.
Progress in FY26
Heron Foods continues to deliver value and convenience to
customers looking to manage their budgets.
Over a number of years, Heron successfully enhanced its
product ranges to broaden its appeal to both existing and
new customer demographics. However, following exceptional
performance in FY23 and FY24, the business has experienced
a decline in LFL growth over the last two financial periods.
While this performance has fallen short of internal
expectations, we are taking decisive action to stabilise
profitability. Heron is now implementing a similar strategy
of execution improvement as B&M UK, to bring about an
improvement in LFL sales performance and ensure its value
proposition continues to drive customer loyalty.
Progress in FY26
France has continued the transformative journey it embarked
on since acquisition in 2018. All stores trade under the B&M
banner. The proportion of FMCG sales is increasing as we
expand our ranges and our new store opening programme
continues, with 150 stores now open as of June 2026.
In General Merchandise, our product mix has evolved with
a greater focus on home ranges. This product realignment,
along with the B&M branding of our stores, has been well
received by our customers.
In FY26, B&M France performed well in a competitive
marketplace, taking share and delivering 2.9% growth in LFL
sales. We continued to open new stores, with an additional 12
openings during the year and three more since. France shares
many economic and demographic similarities with the UK. And
with a smaller store estate there, we see a long growth runway
ahead for B&M France.
B&M UK – a core
driver of growth
Heron Foods – a value
convenience opportunity
B&M France – a multi-year
growth opportunity
Three leading businesses in their local marketplace.
See more on B&M Back to Basics on page 10.
4
B&M European Value Retail plc
Annual Report and Accounts 2026
Resetting the business
We started the year with execution challenges.
We have also faced tough trading conditions
and cost increases from increases in regulatory
compliance and employment costs.
Tjeerd Jegen took the reins as CEO at the end
of the first quarter of the year and identified
a number of areas for improvement in the
execution of our model. Under his leadership,
a comprehensive plan, the Back to B&M Basics
programme, has been developed to reset the
business and deepen its foundations for more
sustainable growth. Implementation of the
plan is well underway and we look forward
to communicating further progress in the
year ahead.
Our Heron business has underperformed
this year and we continue to review and
reposition our customer offer. By contrast,
France delivered a strong performance in
FY26, illustrating how with strong retail
execution the B&M model can thrive in
a highly competitive marketplace.
At the Group level, the strategic reset has
also encompassed leadership changes and
the decision to redomicile.
Leadership and Board development
During the year, we have broadened and
strengthened our capability on the Executive
leadership team with a mix of internal
promotions and external recruitment.
Our new CEO, Tjeerd Jegen, with his in-depth
retail experience has shown inspirational
leadership and taken rapid, effective action
to strengthen the business. Simon Hathway
joined the Executive Team in January 2026
as our new Group Trading Director. Simon
was previously in the same role at European
value retailer, Action and brings extensive
experience in the core activity of sourcing our
product range. Jennifer Lawrence, formerly
HR Director of The Card Factory, joined the
Executive team in May 2026 into the newly
created role of Group People Director. This is a
critical role to support and develop our nearly
40,000 colleagues who are so important to
the success of B&M.
In addition, Jon Parry‘s role has been expanded
to include our retail operations and Sharon
Hammond has been promoted to Supply
Chain Director.
The Board has commissioned a search for a
new permanent Chief Financial Officer following
the decision of Mike Schmidt to stand down
from this role and the search is well underway.
We are pleased that our most senior and
experienced finance team member, Peter
Waterhouse, became interim CFO in April
2026 to lead the team while we complete
the search for our permanent appointee.
Deepening the retail expertise of our Board
to support Tjeerd and his leadership team
in delivering on our strategy is a key priority
for me as Chair. I am delighted to welcome
Peter Pritchard who joined the Board as a
Non-Executive Director in April 2026. Formerly
Group Chief Executive of Pets at Home and
now Senior Independent Director at AO
World, Peter brings 40 years of retail industry
experience to B&M, which will be a great asset.
Nadia Shouraboura has decided not to stand
for re-election at the AGM in July this year
and I would like to thank her for the excellent
contribution she has made to the Board in the
last 2 years.
Tiffany Hall
Chair
Chair statement
This has been a challenging year with performance below our
expectations. We have taken action to strengthen the Executive
leadership and the Board and to reset the business under the
Back to B&M Basics programme.
A year of change
and renewal
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B&M European Value Retail plc
Annual Report and Accounts 2026
Governance Financial statements
Strategic report
A new domicile
We completed the redomicile of our parent
Company from Luxembourg to Jersey, in
February 2026. Achieving Jersey plc status
is an important corporate milestone, which
simplifies our administrative processes as a
company and aligns B&M more closely with
UK corporate codes. It also provides greater
flexibility in returning capital to shareholders,
including through share buybacks when excess
cash becomes available.
The redomicile process made considerable
demands on our finance, legal and company
secretarial teams over several months.
The Board is enormously grateful for their
hard work in enabling us to establish these
new corporate foundations that will benefit
shareholders, both present and future.
Looking ahead
As I write, the external backdrop remains highly
challenging and uncertain. The conflict in the
Middle East and its economic consequences
are yet to be fully felt but will bring higher costs
to B&M and further cost of living pressures to
our customers. In this environment, the B&M
customer value proposition is more relevant
than ever. By buying well and focusing on
simplifying our business processes, we can
provide great products at everyday low prices
to help customers make their money go further.
This year, we have laid the foundations for
future growth, undertaking a reset of our
strategy, our leadership and our domicile. We
have started to correct the drift in our retail
execution from the original B&M model in
price, promotions, ranges and store availability.
We have also developed robust plans to evolve
our customer value proposition to ensure
B&M remains relevant to our customers as
their tastes and needs evolve, and to attract
new customers.
As well as restoring sustainable like-for-like
growth in our current stores, we are also
focused on growing our store footprint. The
economics of store roll out remains attractive
and we are committed to continuing to grow
our store estate in the UK and France.
It is not a quick fix but the actions taken during
this year position us well for the future, making
B&M stronger to seize the opportunities we see
ahead of us. On behalf of the Board, I would like
to thank our shareholders for their continued
support and our colleagues for their resilience
and commitment during a demanding year.
Tiffany Hall
Chair
We have laid the foundations for
future growth, undertaking a reset
of our strategy, our leadership and
our domicile.”
It is not a quick
fix but the actions
taken during this
year position us
well for the future,
making B&M
stronger to seize
the opportunities
we see ahead.”
6
B&M European Value Retail plc
Annual Report and Accounts 2026
I am delighted to have been appointed as CEO of B&M
in June 2025 and to be leading the company at such
an exciting time for our company.
Chief Executive Officer’s review
Tjeerd Jegen
Chief Executive Officer
FY26 was a key transition year for B&M as we
implemented a comprehensive plan to restore
our UK business to sustainable growth following
a prolonged period of underperformance,
which had seen our grocery price proposition
drift, our trading margins fall and on-shelf
availability in key brands dip to unacceptable
levels. This is clear in our FY26 results, where
despite delivering Group revenue growth of
3.6% through new store openings and positive
like-for-like (LFL) sales at B&M France, flat sales
at B&M UK and insufficient cost mitigation
materially impacted Group profits.
We have moved at pace to diagnose, devise
and implement a set of immediate actions to
address this. The year ahead will see further
progress, and we remain confident we can
restore the performance of B&M UK while we
implement a multi-year strategy of innovation,
reinvestment and growth acceleration for
our company.
Getting Back to B&M Basics
A successful retail business has a clear value
proposition, underpinned by great stores and
great commercial execution. Retail is detail and
keeping it simple is the true challenge. It is also
vital to stay humble and curious, continuously
testing and learning, with an eagerness to win
over the customer and convert their loyalty
in sales.
These are the guiding principles I have applied
in my early months as CEO. It was immediately
clear to me that B&M’s value proposition
remained strong, but our execution had drifted,
and with it our trading performance. Restoring
that sharpness in execution and returning
B&M’s UK business to sustainable growth
has been my number one priority since.
This diagnosis has become the basis of a
‘Back to B&M Basics’ plan to restore that
original value proposition and equip the
company for future growth. We are achieving
this by correcting drift in four key areas of our
retail execution – in price, promotions, ranges,
and on-shelf availability.
The plan’s title was deliberate. The goal of Back
to B&M Basics is to realign the business with
the principles that made B&M so successful.
We announced the plan last October and set
an ambition to return B&M UK to sustainable
LFL sales growth over the following 12 to 18
months. The plan comprises a set of workflows
across each of these four areas of opportunity,
all of which are now underway (see pages 8-11
for details).
Building foundations for future
growth
Back to B&M Basics is not the limit of our
ambition. It is the first phase in a multi-year
plan to deepen B&M’s growth foundations
while ensuring we evolve our offer as customer
needs and preferences change.
We see two phases beyond it. Phase two
includes smarter data and customer insights,
where we under-index, and simplifying many
of our in-store processes, some of which
are overly complex. It will also see us flex
the format of our stores to best suit their
location, especially town centre sites where
the customer shop can vary, and ensure our
in-store experience for customers is one
that drives footfall. At the same time, we see
opportunities to update and upgrade our store
base as part of a refresh cycle to ensure we
offer our customers a great in store experience.
With these foundations in place, we also see
a third phase of opportunity to accelerate
growth by properly investigating longer-term
opportunities like private label, and potentially
ecommerce and loyalty programmes, as well as
investing in the success of B&M France, which
is performing well in a competitive marketplace.
All these elements are currently under
consideration. Each will be governed by the
same test-and-learn discipline we are now
applying to ensure that any innovation can
demonstrate an uplift to sales before we lock
in strategic choices. More immediately, the
focus remains squarely on restoring B&M UK
to sustainable growth.
Back to basics
and beyond
7
B&M European Value Retail plc
Annual Report and Accounts 2026
Governance Financial statements
Strategic report
Investing in our store estate
In the meantime, B&M continues to expand
its retail presence and deliver our value retail
proposition to a growing customer base. This
year, we recommitted our long-term ambition
of growing the UK estate to around 1,200
stores. Although we have set ourselves no hard
timeline to achieve this, we see an organic
growth rate of between 25-35 gross new stores
annually, topping this up from time to time with
opportunistic acquisitions as portfolios come
to market. In the year ahead, we are as keen to
invest in our existing store estate as we test and
deploy new design concepts while ensuring we
offer our customers a great in-store experience.
We also see an exciting growth runway for B&M
France, which is performing well in a highly
competitive marketplace. With 150 stores as of
May 2026, B&M France is less than a fifth the
size of B&M UK. But with an addressable market
that shares many similarities as the UK, both
in size and cost-of-living challenges, we see
many years of growth ahead. In the meantime,
its success also confirms the B&M brand can
cross into Continental Europe and thrive.
Investing in our people
Our people are our greatest asset. Without
their hard work and dedication, we would not
be able to bring the B&M store experience to
five million customers each week in the UK
alone. With close to 40,000 employees across
the Group, B&M is often a key employer in the
communities it serves. In Bedford, UK, where
our largest distribution centre is located, B&M
is the town’s largest single employer after the
NHS. Wherever we locate, we are committed
to providing employment opportunities to
all. B&M is one of the UK’s largest providers
of retail work experience, extending this
opportunity to over 3,000 individuals in
FY26, more than 60% of which went on to
become B&M employees.
How we embody our culture and values as a
company is vitally important. As part of our
B&M Back to Basics, we have recently restated
our purpose, ambition and values to provide
greater clarity and alignment across the
business. These will begin rolling out across
our stores, support centres and distribution
centres over the coming months.
Our ambition is simple: to be everyone’s
favourite place to shop. Our purpose is the
foundation of everything we do: we make
everyday life more affordable, with every
visit full of surprises.
Our colleagues continue to bring our values
to life every day by delighting our customers,
behaving like owners, working as one team,
keeping things simple and agile, and creating
opportunity for all. These values will play
an important role in shaping our culture,
supporting our strategy and helping us
deliver a better experience for customers
and colleagues alike.
Outlook
FY26 underscored the importance of a cost-
out mindset. One certainty of retail is that
costs will always rise. In the past year, it was
statutory costs in wages and environmental
charges that challenged us. In the year ahead,
we are confident we have sufficient levers to
offset higher energy prices with cost mitigation,
the benefits of which will flow through to our
bottom line once we have returned B&M UK
LFL sales to growth. In the medium term, we
continue to see no reason why B&M UK cannot
return to double-digit EBITDA margins.
For our customers, value retailing has a vital
role to play as cost-of-living pressures intensify.
B&M stands ready to serve our loyal customers
alongside new ones as more people discover
both the benefits and delights our stores can
offer. Longer term, I strongly believe that the
discount segment will continue to grow, both
in the UK and in Continental Europe. B&M is
well positioned to be a leading beneficiary of
this. Our focus right now is ensuring we prepare
B&M for that growth opportunity and the
benefits it offers all our stakeholders.
Tjeerd Jegen
Chief Executive Officer
I strongly believe the discount
segment will continue to grow, both
in the UK and in Continental Europe.
B&M is in a very strong position to
be a leading beneficiary of this.”
8
B&M European Value Retail plc
Annual Report and Accounts 2026
Our strategy
A fundamentally strong business
By focusing on what we do best, we are well positioned to deliver long-term, sustainable growth
and attractive long-term returns for shareholders.
Our three strategy pillars
B&M’s earnings model draws on over four
decades of experience in UK value retail
and an agile, disruptive approach to discount
merchandising. This has enabled us to scale
to close to 1,300 stores across 3 fascias in
two countries, which in the UK alone serve
more than 5 million customers each week.
Our strategy combines the strength of our
brand with B&M’s unique value proposition,
which offers amazing value across targeted
ranges of fast-moving consumer goods
(FMCG) alongside a rapidly changing,
seasonally inspired General Merchandise
range that delights our customers.
We scale this formula through a large,
expanding store estate in both the UK and
France, both of which possess considerable
headroom for future growth.
Our strategy spans three pillars of
opportunity. Our immediate priority is to
restore growth to our UK business (phase 1)
through a comprehensive execution-based
plan we call Back to B&M Basics. Beyond
this, we see medium-term opportunities to
deepen our growth foundations (phase2)
before accelerating growth through
strategic opportunities to develop our core
offer and explore growth options for B&M
France (phase 3).
Underpinning this expansion is a financially
disciplined approach to space growth that
demands positive contribution margins
from a low-cost store model with fast
payback times.
Direct sourcing and low operational
overheads help us to deliver superior
industry margins and strong cash returns
for shareholders.
None of this is possible without the skills
and expertise of our people, who over the
past four decades have scaled B&M from
a disruptive challenger brand to the UK’s
largest variety discount retailer.
Building on our strong foundations
B&M’s original value proposition remains
strong. Yet in the recent past, our
execution has drifted in our B&M UK
business. We see immediate opportunities
to tackle this by implementing solutions
that we are confident can return B&M UK
to sustainable like-for-like
1
(LFL) growth.
These solutions were brought together in
an action plan we call Back to B&M Basics.
Introduced in October 2025, its goal is to
realign the business with the principles
that made B&M so successful – and its
number one priority is to return B&M UK
to sustainable LFL growth.
Back to B&M Basics is already having
an impact in how we price, promote,
range and ensure availability in the key
brands and products people love. For more
details on our goals and ambitions here,
see pages 10-11.
1. One-year LFL revenues relate to the B&M UK estate only (excluding wholesale revenues) and are based on either 52 week vs. 52 week or 13 week vs. 13 week comparison periods.
They include each store’s revenue for that part of the current period that falls at least 14 months after it opened compared with its revenue for the corresponding part of FY25. This
14-month approach has been adopted as it excludes the two-month halo period which new stores experience following opening.
2
Deepening
our foundations
(Phase 2)
Customer insights
Process simplification
Formats and location strategy
Updated store concept
1
Back to
B&M Basics
Price
Promotions
Range
Availability
3
Accelerating
growth
(Phase 3)
Investigate
case for:
France acceleration
Private Label
ecommerce
Loyalty
Immediate priorities
Medium term
9
B&M European Value Retail plc
Annual Report and Accounts 2026
Governance Financial statements
Strategic report
799 stores
across the
UK in good
financial
health
Leverage customer insights
Improve formats and location strategy
Process simplification
Updated store concept
And seizing longer-term growth opportunities
While securing attractive
returns as we grow
Back to B&M Basics is part of a
multi-phase approach to first
restore and then accelerate growth
across our business. The full
impact of these actions will take
time, but we are confident they will
restore B&M’s original customer
proposition and support a return
to sustainable LFL sales growth for
B&M UK.
But that’s not the limit of our
ambition. Beyond B&M Basics,
we have valuable opportunities
to deepen B&M’s foundations to
support future growth.
This is Phase 2 and includes
smarter use of data and customer
insights, where we under-index, and
simplifying many of our in-store
processes, some of which are overly
complex and, in many instances,
paper-based. It will also see us flex
the format of our stores to best
suit their location, especially town
centre sites where the customer
shop can vary, and ensure our
in-store experience for customers
is one that reinforces B&M as a
destination store.
With these foundations in place,
we also see a third phase of
opportunity to accelerate growth
by investing in the success of B&M
France and properly investigating
longer-term opportunities in private
label, ecommerce and loyalty.
These are not decisions for today:
for now, fixing the basics is our sole
focus. But as European value retail
evolves, we will continue to reinforce
B&M’s customer offer to maximise
growth where opportunities
present themselves.
We see opportunity for sustainable,
profitable growth in the B&M store
estate, both in the UK and France.
Our UK target remains around
1,200 B&M UK stores, compared
with 799 today. Our UK store estate
is in strong financial health, with
over 99% of stores making positive
margin contribution in FY26.
With 150 stores as of June 2026,
our profitable France estate enjoys
considerable long-term expansion
potential given the earlier stage of
the B&M brand rollout there.
We are improving the analytical
tools we use to select new
whitespace opportunities. Our
new store openings are based on
a data-driven process to identify
financially and operationally
attractive locations.
We remain disciplined in approving
new sites to ensure we allocate our
capital in the most efficient manner.
This results in a pace of new
openings of around 25-35 stores
each year in the UK on an organic
basis. We have increased this by
another 10-15 stores annually when
distressed market opportunities
have arisen for us.
These opportunities made a
contribution to new store growth
this year, during which we opened
41 gross new stores in B&M UK,
and 22 on a net basis.
B&M continues to grow organically
in France, with 12 new stores
added in FY26 and a long growth
runway ahead of it.
Where we’re going
Customer
insights
Data-
driven
decision
Tailored
offering
Pilot
updated
stores
1
2
3
4
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B&M European Value Retail plc
Annual Report and Accounts 2026
Objective
Sharpen our customer value proposition.
Context
While our blended FMCG basket has remained around 15% cheaper
than mainstream UK supermarkets (even after loyalty discounts)
and we have been price competitive versus the discount retailers,
we identified the need to be consistently more competitive on
price on individual lines to ensure these are never higher than
our closest competitors.
Progress
In August 2025, we introduced line-by-line price analysis alongside
our basket index and cut prices on 35% of our 450 key value items
(KVIs) where we had lost competitiveness. Today, we use both
methods to ensure we are never undercut on key brand pricing
while offering an attractive discount to UK grocers across our
FMCG range.
New benchmarking process
commenced
Q2 FY26
Expanding peers we benchmark
against
Q3 FY26
Adding selected GM ranges
From Q1 FY27
Price
Our strategy continued
Back to B&M Basics
Yet we recognise that in the UK, our execution
of the original B&M model had drifted. As a
result, like-for-like sales (LFL) in B&M
UK weakened.
In October 2025, we launched a clear plan to
tackle this, which we call Back to B&M Basics.
Its goal is to realign our business with the
principles that made B&M so successful –
and its number one priority is to return B&M
UK to sustainable LFL growth.
Back to B&M Basics harnesses a set of
immediate actions to restore sustainable sales
growth by tackling drift in our pricing and on-
shelf availability while bringing excitement back
to our stores by revitalising our promotions and
sharpening our ranges. Each action is driven
by a rigourous ‘test-and-learn’ approach
designed to maximise its sales impact before
we fully deploy across all our stores.
While we recognise that its full impact is likely
to take 12 to 18 months to realise, Back to B&M
Basics is already bringing about improvements
in four key areas of our retail execution – price,
promotions, ranges and on-shelf availability.
B&M’s customer proposition remains as strong as ever.
Our commitment to everyday low prices is always there to
support our customers who are facing continued cost of
living pressures at this difficult time of economic uncertainty.
Dual approach to price management now in place
450 KVI Lines
Line tracking: ~20% net FMCG sales
~3,000 basket lines
Basket tracking: ~60% net FMCG sales
Total basket ~15% cheaper than mainstream supermarkets
Pilot best-seller availability in 11
stores and rollout
Q3 FY26
Pilot full range availability
process across estate
Q4 FY26
Implementation of automated
alerts
H1 FY27
Pilots initiated in 22 stores across 3
FMCG categories
Q3 FY26
Rollout across all FMCG categories
in the whole estate
Q1 FY27
Introducing GM pilots and
subsequent rollout
From Q1 FY27
Implementation of promo and Manager’s Specials
strategy across the estate
Q3 FY26
Build up and apply analytics to strengthen future
promotions
Q4 FY26/Q1 FY27
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B&M European Value Retail plc
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Governance Financial statements
Strategic report
On-shelf availability
Ranges
Promotions
Objective
Bring excitement and outstanding value back to our
front-of-store bays.
Context
Manager’s Specials promotions had become too static and
duplicative. These front-of-store bays are a great opportunity
for us to showcase our very best value opportunities while
‘trading the moment’ through exciting seasonal products.
Progress
We are doubling our front-of-store promotional space to 12 bays
and dedicating space elsewhere in the store to new seasonal lines
we call Customer Moments.
Objective
Reduce line count and accelerate the clearance of discontinued
ranges, particularly in FMCG, home accessories and toys.
Context
A material increase in line count in recent years has introduced
complexity for our customers and our operations while obscuring
our value offer through crowded shelves and bays. We see an
immediate opportunity to reverse these though sharper ranges
that convey great value across our branded grocery offer and, longer
term, through more focused and structured ranges throughout our
General Merchandise (GM) categories.
Progress
Seven category pilots in FMCG to test the sales impact of reducing
line count are now complete. From this insight, we are now rolling out
sharper FMCG ranges across all stores. With an objective of driving
sales uplift with around 20% less range on shelf, we plan to complete
full deployment of our sharpened ranges by the end of 2026.
Objective
Improve on-shelf availability from an estimated 86% availability
for our FMCG best sellers across key stores versus best practice
industry standards of 98%.
Context
A previous focus on store standards and shelf presentation had
prioritised the look of a full shelf over actual stock availability of
products customers most want. In some instances, this led to
key brands going off-shelf completely.
Progress
In Q3 FY26, we introduced a ‘best sellers’ pilot in 11 stores for
around 240 of our most popular grocery lines to examine how
new in-store workflows could lift sales. Early results from these
trials were encouraging, with many lines recording double-digit
recoveries in sales. This gave us the confidence to introduce
these practices across our UK store estate in Q4. The result was
an uplift in on-shelf availability for these key grocery lines from
86% to around 94%. We’re now extending this to more lines and
introducing automated and store-specific availability alerts to
enhance our replenishment processes further.
12
B&M European Value Retail plc
Annual Report and Accounts 2026
Business model
A scaled, agile and low-cost business
model with attractive growth opportunities
Differentiated
operating model
SKU
discipline
with
seasonal flex
Disruptive
sourcing and
cost-efficient
operations
Skilled and
experienced
teams
Low cost store model
with fast payback and
format flexibility
Business
strengths
Talented teams
Our teams bring years of experience and work
collaboratively to provide customers with the
brands and products that delight at great prices.
Scaled infrastructure
B&M UK is supplied by 5 modern and scalable
distribution centres (DC) and a new c.700,000
sq. ft. import centre in Ellesmere Port, which we
opened in February 2026. Heron Foods and
B&M France each have their own dedicated DC.
Scale and convenience
B&M and Heron Foods combined have close to
1,300 stores across the UK and France in modern
retail parks, popular town centres and high streets.
Strong brands
B&M UK and Heron Foods are established brands
in the UK with a strong reputation for delivering
consistently great value. B&M France is one of the
nation’s top three most attractive discounters
¹
.
Strong supplier relationships
We develop strong long-term relationships with
suppliers who value our simple, transparent pricing
and efficient ways of working.
Governance
The Group has effective, robust governance
structures in place and experienced Non-Executive
Directors who support and challenge our
management team.
6
4
5
1. Ipsos iSay Survey on 2,943 consumers re price, offer
and shopping experience.
13
B&M European Value Retail plc
Annual Report and Accounts 2026
Governance Financial statements
Strategic report
Our business model is to directly source a targeted range of best-selling
FMCG and General Merchandise products at the best prices. We pride
ourselves on being an Everyday Low Price (EDLP) retailer with a relentless
focus on maintaining excellence in operational standards and an Everyday
Low Cost (EDLC) operating model.
Stakeholder
outputs
Customer value
Delivering great value to customers through
amazing value is fundamental to what we
do. Today’s cost of living pressures make this
commitment more important than ever.
Shareholder returns
The powerful combination of low capital intensity
and cash generative growth contributes to the
sustainability of our business model. This enhances
our ability to invest in continued growth and to
deliver attractive returns to investors.
Career progression
We take pride in being an innovative and exciting
place for colleagues to work, grow and develop
their full potential. B&M is one of the UK’s largest
providers of retail work experience, extending this
opportunity to 3,172 individuals in FY26, more than
60% of which went on to become B&M employees.
Suppliers as partners
We enjoy long-standing, mutually beneficial
relationships with a number of leading household
brands across food and FMCG, including several
exclusive brands and our own branded General
Merchandise ranges.
Investments in communities
Our store opening programme targets areas
where we are under-represented, using increasingly
flexible store formats to match different localities.
Each store we open creates new jobs in the local
community while providing convenient access for
customers to our value-for-money offer.
Compelling brand
with unique value
proposition
Targeted
everyday low
price grocery
offer
Compelling
General
Merchandise
ranges with
strong
seasonal
categories
Scaled, growing
footprint across
UK and France
1
3
2
Like-for-like growth
Financially-disciplined
space growth
Strong margins and FCF
14
B&M European Value Retail plc
Annual Report and Accounts 2026
3.7%
5
-3.1%
-0.1%
2026
2025
2024
£5.4bn
5
£5.6bn
£5.8bn
2026
2025
2024
£501m
5
£455m
£284m
2026
2025
2024
£616m⁵
£620m
£459m
2026
2025
2024
Key performance indicators
The Board manages the Group’s performance by reviewing a number
of key performance indicators (KPIs). The KPIs are discussed in the
Chief Executive Officer’s review and the Financial review.
Group revenue
£5.8bn
3.6%
B&M UK like-for-like (LFL) growth
1
-0.1%
296 bps
Group adjusted EBITDA (pre-IFRS 16)
2
£459m
-25.9%
Group adjusted profit before tax
2
£284m
-37.7%
1. One-year like-for-like revenues relate to the B&M UK estate only (excluding wholesale
revenues) and are based on either 52 week vs. 52 week or 13 week vs. 13 week
comparison periods. They include each store’s revenue for that part of the current
period that falls at least 14 months after it opened compared with its revenue for the
corresponding part of FY25.
2. Adjusted values are appropriate to exclude unusual, non-trading and/or non-recurring
impacts on performance which therefore provides the user of the accounts with
additional metrics to compare periods of account. See notes 2, 3 and 4 of the
financial statements for further details.
Financial
Why is it important?
The Board considers that this measurement is a key indicator of the
Group’s growth. Sustainable growth in revenues is important to our
business model.
Why is it important?
By monitoring the ongoing LFL trading performance at both store and
product level, we are able to track progress and monitor performance
of our existing store estate.
Why is it important?
In addition to growing revenues and opening new stores, we have
a clear focus on ensuring that our growth is profitable. We measure
profitability by our adjusted EBITDA (pre-IFRS 16) performance.
See notes 2, 3 and 4 of the financial statements for further details.
Why is it important?
In addition to growing revenues and opening new stores, we have
a clear focus on ensuring that our growth is profitable. We measure
profitability through our adjusted profit before tax performance
which incorporates IFRS 16 adjustments. See notes 2, 3 and 4
of the financial statements for further details.
15
B&M European Value Retail plc
Annual Report and Accounts 2026
Governance Financial statements
Strategic report
20,300
21,500
22,600
2026
2025
2024
£382m
5
£311m
£321m
2026
2025
2024
£347m
5
£300m
£133m
2026
2025
2024
78
70
64
60*
55*
33*
2026
2025
2024
Post-tax free cash flow
3
£321m
3.0%
Number of Group gross store openings
64
-8.6%
Total group average retail selling space, sq. ft.
22,600
5.0%
Return to shareholders
4
£133m
-55.8%
3. Post-tax free cash flow is an Alternative Performance Measure. Please see note 3 of the
financial statements for more details and reconciliation to the Consolidated Statement
of Cash Flows.
4. Based on dividends paid in the Consolidated Statement of Cash Flows.
Non-financial
Why is it important?
The Group is highly cash generative, capable of delivering high returns
from a relatively low capital intensity. By monitoring this free cash flow
metric, we are able to actively manage our working capital needs,
meet our cash commitments and invest in the business and allocate
any surplus in line with our capital allocation policy.
Why is it important?
This measure is an indicator of the Group’s growth. The Group’s store
growth strategy can sometimes result in the closure of one store,
to be replaced by a much larger store in the same catchment area.
Therefore this is a key indicator.
Why is it important?
Returning cash through ordinary and special dividends is an indicator
of the Group’s profitability and clearly demonstrates our ability to
return cash which is important to our shareholders.
Why is it important?
This measure is an indicator of the Group’s growth. Store growth is
a key strategy and there remains plenty of runway potential ahead
in both the UK and France across all fascias.
* Net stores.
16
B&M European Value Retail plc
Annual Report and Accounts 2026
In depth
Ellesmere Port
The Ellesmere Port
import centre
This year, we
reached a pivotal
milestone in our
supply chain evolution
with the opening of
our c.700,000 sq. ft.
import centre in
Ellesmere Port.
A new blueprint for distribution
This facility is not merely an expansion of
our footprint; it is a centre of excellence
designed to fundamentally enhance the
way we move goods from port to shelf.
By integrating cutting-edge automation
with a high-density footprint, the site
serves as the primary gateway for our
global imports, ensuring that B&M remains
agile, cost-effective and prepared for
continued store expansion.
Driving structural efficiency
The strategic rationale for Ellesmere Port
centres on three core pillars: capacity, cost-
control, and innovation.
• Capacity: the site’s expansive ground
floor footprint allows for strategic upstream
stock holding. This provides the ‘buffer’
capacity needed to unlock efficiencies
in our downstream regional distribution
centres, ensuring our stores remain
optimally stocked.
• Cost-control: through the deployment
of three Granta automated palletisers, we
are achieving higher case throughput with
greater precision. This automation is a key
lever in driving down our cost per case
(CPC), protecting our industry-leading
margins against inflationary pressures.
• Innovate: our strategic objective is to
route 70% of our total network containers
through this single hub. At full capacity,
this represents a weekly throughput of
42,000 pallets, handled via a high-density
very narrow aisle (VNA) racking setup with
75,000 pallet locations.
Key performance indicators & impact
Automation
Future target
Exploration of automated
guided vehicles (AGVs)
and wider roll-out
3
granta palletisers operational
Weekly throughput
15,000
pallets
Future target
42,000 pallets
(70% of network)
Job creation
Future target
300 roles by the
end of 2026
250
roles created to date
Storage density
75,000
pallet locations
Future target
Maximum very narrow aisle
(VNA) space optimisation
17
B&M European Value Retail plc
Annual Report and Accounts 2026
Governance Financial statements
Strategic report
Innovation: the centre of excellence
Ellesmere Port serves as the ‘innovation hub’
for the rest of the B&M estate. As our centre
of excellence, it is the testing ground for
technologies that will define our future
logistics strategy:
• Advanced robotics: beyond our current
automated palletisers, we are utilising
semi-automated VNA trucks to optimise
travel distances and space utilisation.
• Scalable learnings: the site is a pilot for
automated guided vehicles (AGVs) and
other emerging technologies. Successes
here provide a proven blueprint that we
intend to scale across our wider distribution
network to drive Group-wide productivity.
We are proud that
our investment in
Ellesmere Port is
also an investment
in the community.
Our socio-economic contribution
To date, we have created 250 high-quality
roles across transport and warehouse
functions. As we ramp up to full capacity
through 2026, we expect our local workforce
to grow to 300 colleagues, further
cementing B&M’s role as a major employer
and contributor to the regional economy.
The Ellesmere Port import centre transition
is well underway. By converting technical
innovation into operational savings, we
are ensuring our supply chain remains a
competitive advantage, supporting our
long-term goal of reaching 1,200 B&M
stores in the UK.
This site covers
c.700,000
square feet
Ellesmere Port
serves as the
‘innovation hub’
for the rest of
the B&M estate.”
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B&M European Value Retail plc
Annual Report and Accounts 2026
Financial review
Group financial performance
The current accounting period represents the 52 weeks trading to 28 March 2026 (‘FY26’) and the comparative period represents the 52 weeks to
29 March 2025 (‘FY25’).
£’m FY26 FY25
YoY
change
Revenue 5,775 5,571 3.6%
Adjusted EBITDA (pre-IFRS 16)
1
459 620 (25.9)%
Adjusted EBITDA (pre-IFRS 16)
1
margin 8.0% 11.1% (317) bps
Depreciation and amortisation (pre-IFRS 16) (99) (92) 8.4%
Operating impact of IFRS 16* 72 63 14.8%
Adjusted operating profit
1
432 591 (27.0)%
Finance costs relating to right-of-use assets (84) (77) 9.5%
Other net finance costs (64) (59) 9.0%
Adjusted profit before tax
1
284 455 (37.7)%
Adjusting items (57) (24) 129.0%
Statutory profit before tax 227 431 (47.3)%
* Includes depreciation on right-of-use assets of £198m (FY25: £181m). FY26 total depreciation and amortisation was £297m (FY25: £273m).
The Group remains highly cash generative
through a year of strategic transition
Group revenue in FY26 increased by 3.6%
year-on-year (3.4% on a constant currency
basis
2
), with growth driven by total value and
volume growth in B&M UK, continued strong
trading momentum in B&M France, offset by
a weak performance in Heron Foods.
Group gross profit margin decreased by 110
bps to 36.5% primarily driven by a reduction
in B&M UK’s trading gross margin in General
Merchandise and price investment in
FMCG categories.
Group adjusted operating costs
1
increased by
11.7% to £1,646m (FY25: £1,473m). The rise
primarily reflects an increase in statutory costs,
which included increased National Minimum
Wage (NMW) levels, higher National Insurance
contributions and the new Extended Producer
Responsibility (EPR) levy. Continued growth
in our store estate also contributed to higher
costs, with 33 net new stores opened during
the year (a 2.6% YoY increase in store numbers).
While the significant statutory cost increases
of FY26 are not expected to recur in FY27,
the conflict in the Middle East continues to
impact our cost base. These pressures –
primarily across international freight, domestic
distribution, and energy – are deemed
significant but not material. We remain
focused on offsetting these increases
through internal cost-saving initiatives.
Group adjusted EBITDA (pre-IFRS 16)¹
decreased by 25.9% to £459m, representing
a margin of 8.0%, driven by lower gross
margins and increased operating costs.
Adjusted profit before tax¹ declined by 37.7%
to £284m, reflecting these operating trends
alongside an 8.4% increase in depreciation and
amortisation from capital investments in our
store and warehouse estate. This result was
further impacted by higher financing costs,
which include the full-year effect of elevated
borrowing rates on debt issued in November
2024 and increased right-of-use asset finance
costs. Statutory profit before tax reduced by
47.3% to £227m due to the underlying impacts
and the impact of adjusting items.
Net adjusting items amounted to £57m,
compared with £24m in the prior year. The
primary driver of the increase was a £36m
impairment of store leases and fixed assets
across our three fascias reflecting the lower
profitability across the estate. In the prior year,
the value of impairments was not significant
and therefore not considered meaningful
for adjustment.
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B&M European Value Retail plc
Annual Report and Accounts 2026
Governance Financial statements
Strategic report
Fascia overview
B&M UK
3
total revenue increased by 2.9%
to £4,615m, driven by store growth as
like-for-like (LFL)
4
revenues declined 0.1%
year-on-year. Our LFL General Merchandise
performance was positive on both value and
volume, offset against a decline in FMCG.
General Merchandise delivered robust
LFL sales growth, underpinned by strong
performance across key seasonal ranges,
specifically Gardening and Christmas.
Growth was further supported by
favourable weather at the start of the year,
which accelerated demand for outdoor
ranges during Q1. Additionally, the Toy
category maintained strong momentum
throughout the year.
FMCG’s LFL performance, while still
negative, has improved year-on-year. This
follows a downward price adjustment in our
key value items (KVI) lines during Q2 and
continued price investment since to ensure
we maintain the attractiveness of our price
position versus our competitors.
B&M UK revenues also included £30m of
wholesale sales (FY25: £30m). The majority
of wholesale sales are to our associate
Centz Retail Holdings Limited, a chain of
55 variety goods stores in the Republic
of Ireland.
B&M UK’s trading gross margin
5
decreased
by 150 bps year-on-year to 35.2% (FY25:
36.7%). As previously guided, this was
driven by lower product margins in General
Merchandise Spring/Summer ranges during
H1, alongside a mix shift toward lower-
margin categories. While the year-on-year
B&M UK
£’m FY26 FY25
YoY
change
Revenue 4,615 4,483 2.9%
Adjusted EBITDA (pre-IFRS 16)
1
395 545 (27.6)%
Adjusted EBITDA (pre-IFRS 16)
1
margin 8.6% 12.2% (360) bps
Depreciation and amortisation (pre-IFRS 16) (73) (66) 9.9%
Operating impact of IFRS 16* 53 51 4.4%
Adjusted operating profit
1
375 530 (29.2)%
Finance costs relating to right-of-use assets (61) (58) 6.6%
Other net finance costs 5 7 (15.6)%
Adjusted profit before tax
1
319 479 (33.3)%
Adjusting items – – 0.0%
Statutory profit before tax 319 479 (33.3)%
* Includes depreciation on right-of-use assets of £154m (FY26: £141m) – FY26 total depreciation and
amortisation was £227m (FY25: £208m).
decline in General Merchandise eased in
H2, despite our largest-ever Q4 clearance
event, overall performance was impacted
by price investment in FMCG KVI lines which
began in Q2 and impacted our H2 margin.
We opened 41 gross (22 net) new B&M UK
stores in the year, in line with our target of
between 40 and 45. In FY27, we expect
net new store openings will be in line with
our organic growth rate of between 25
and 35, as outlined in our FY26 Interim
Results presentation.
Adjusted operating costs
1
increased to
27.4% of revenues compared to 25.2%, in
FY25; and increased 11.7% on a year-on-
year basis. This reflects a 2.8% year-on-
year increase in store numbers; excluding
this, our underlying cost base increased by
8.6%, which in turn reflects higher statutory
costs due to the new EPR levy, the rise in
the statutory NMW levels and increased
National Insurance contributions.
Adjusted EBITDA (pre-IFRS 16)
1
decreased to
£395m from £545m, with a margin of 8.6%
down 360 bps, reflecting the impacts of the
lower trading margin and cost increases, as
described above. Adjusted operating profit
1
was £375m (FY25: £530m).
Both adjusted and statutory profit before
tax decreased (33.3)% to £319m (FY25:
£479m), due to the aforementioned
reduction in adjusted operating profit
and the increase in finance costs relating
to the right-of-use asset from the larger
store estate.
B&M France
£’m FY26 FY25
YoY
change
Revenue 616 542 13.4%
Adjusted EBITDA (pre-IFRS 16)
1
53 48 11.8%
Adjusted EBITDA (pre-IFRS 16)
1
margin 8.7% 8.8% (12) bps
Depreciation and amortisation (pre-IFRS 16) (13) (12) 17.3%
Operating impact of IFRS 16* 15 12 22.7%
Adjusted operating profit
1
55 48 13.2%
Finance costs relating to right-of-use assets (19) (16) 16.7%
Other net finance costs (0) (0) 4,020.0%
Adjusted profit before tax
1
36 32 10.3%
Adjusting items – – 0.0%
Statutory profit before tax 36 32 10.3%
* Includes depreciation on right-of-use assets of £35m (FY25: £32m) – FY26 total depreciation and amortisation was £48m (FY25: £43m).
20
B&M European Value Retail plc
Annual Report and Accounts 2026
Financial review continued
Heron Foods
£’m FY26 FY25
YoY
change
Revenue 544 546 (0.3)%
Adjusted EBITDA (pre-IFRS 16)
1
16 30 (47.3)%
Adjusted EBITDA (pre-IFRS 16)
1
margin 2.9% 5.5% (257) bps
Depreciation and amortisation (pre-IFRS 16) (13) (14) (6.5)%
Operating impact of IFRS 16* 4 (0) 82,914.4%
Adjusted operating profit
1
7 16 (60.5)%
Finance costs relating to right-of-use assets (4) (3) 14.8%
Other net finance costs 1 1 (31.1)%
Adjusted profit before tax
1
4 14 (73.8)%
Adjusting items – – 0.0%
Statutory profit before tax 4 14 (73.8)%
* Includes depreciation on right-of-use assets of £10m (FY25: £10m) – FY26 total depreciation and amortisation was £22m (FY25: £23m).
Adjusting items
Adjusting items are excluded from our adjusted profit measures by virtue of their size and nature to provide a helpful perspective of the year-on-year
performance of the Group. Total adjusting items in profit before tax result in a charge of £57m.
£’m FY26 FY25
Profit before tax 227 431
Impairment charge 36 –
Significant infrastructure projects 7 4
Costs in relation to the redomicile project 7 –
External costs in relation to strategic business projects 4 –
Costs incurred in strategic leadership reset 4 –
Significant property transactions – 5
Group Trading Director settlement – 12
Non-underlying impact of foreign exchange (1) 3
Adjusted profit before tax
1
284 455
B&M France continued
Revenues grew 13.4% to £616m, with LFL
sales up 2.9%. Performance was balanced
across FMCG and General Merchandise, with
customer transactions continuing to drive
year-on-year growth.
The business continued its store expansion
programme with 12 new store openings. The
new stores are performing well and continue
to demonstrate the potential for the B&M
brand to trade effectively in a wide range of
geographies and formats.
Adjusted operating expenses
1
increased
by 13.7% or £27m to £222m which reflects
the volume growth of 9% more stores and
the elevated logistics costs arising from
distribution centre upgrades made in the year.
Adjusted EBITDA (pre-IFRS 16)
1
increased
11.8% to £53m representing an adjusted
EBITDA
1
margin of 8.7% (FY25: 8.8%).
Adjusted operating profit
1
was £55m with a
margin of 8.9% (FY25: 8.9%), reflecting the
increased costs pressures discussed above.
Both adjusted and statutory profit before
tax
1
for the year increased by 10.3% to £36m
due to higher operating profits offset by
increased IFRS 16 interest charges from the
larger store estate.
Total revenue decreased 0.3% to £544m in
what has been a challenging year. The LFL
4
declines were lower than those recorded in
FY25 however. Heron finished the year with
1 net store closure, with 11 new openings
and 12 closures.
Gross margin fell slightly, as investment in
price was made across key ambient and
chilled product ranges.
Adjusted operating expenses
1
as a % of
revenue increased to 28.6% from 26.3% due
to cost inflation from the rise in NMW levels
and National Insurance contributions. Adjusted
EBITDA (pre-IFRS 16)
1
decreased by 47.3%
to £16m, with an adjusted EBITDA (pre-IFRS
16)
1
margin of 2.9%, reflective of the above.
The variance in the Heron IFRS 16 adjustments
line is as a result of the 10 sale & leaseback
transactions undertaken by the business in
the prior year (FY26: no sale and leaseback
transactions).
Adjusted and statutory profit before tax
1
for
the year was £4m, a decline of 73.8% from
the prior year, which reflects the scale effects
from the decline in revenue and due to the
factors mentioned above.
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Annual Report and Accounts 2026
Governance Financial statements
Strategic report
In the current year, adjusting items include a
£36m additional charge arising as a result of
an assessment of individual store profitability
across the three business segments. The
impairments relate directly to the assets held
by stores, including their lease assets. These
have been treated as an adjusting item as they
are one off in nature and are of meaningful
magnitude. In the prior year the value of
impairments was not significant and therefore
not considered meaningful for adjustment.
Significant infrastructure projects of £7m include
pre-operational and ramp up costs relating to
the Ellesmere Port import centre and the dual
running costs associated with the replacement
of our Middlewich DC with the third-party
operated site in Rugby. In the prior year,
it also included the disruption costs related
to our DC expansion project in France.
Costs in relation to the redomicile project
includes any fees related to the relocation of
the Group’s Luxembourg entities to Jersey
which completed in February/March 2026.
The project had commenced in the prior year,
although the costs incurred in that period were
insubstantial and were therefore not adjusted.
External costs in relation to strategic business
projects relate to external costs incurred in
operating the Back to B&M Basics project,
which is a significant strategic undertaking
that required external input in its formative
stages. We expect external costs relating to
this project to be lower in FY27.
The strategic leadership reset costs relate
to the significant changes within the senior
leadership team during the current year.
Further detail on adjusting items can be
found in note 3 of the financial statements.
Group net finance costs
Adjusted net finance charges
1
(excluding
IFRS 16) rose £5m year-on-year to £64m.
This was driven by the annualisation of the
£250m bond issued in November 2024,
which carries a higher 6.5% interest rate
than the previous 3.625% bond.
The interest charge relating to lease liabilities
under IFRS 16 was £84m (FY25: £77m) due to
the additional leases associated with the store
opening programme and higher discount rates
in recent years.
Group tax
The tax charge in FY26 was £63m reflecting
lower profits year-on-year and is an effective
rate of 26%. This is also the effective rate we
expect for FY27.
As a Group, we are committed to paying the
appropriate tax in the territories in which we
operate. B&M UK paid UK taxes totalling £664m
in FY26, including £251m relating to those
taxes borne directly by the company, such as
corporation tax, customs duties, business rates,
Employer’s National Insurance contributions,
and stamp duty and land taxes. The balance of
£413m reflects taxes we collect from customers
and employees on behalf of the UK Exchequer,
which includes Value Added Tax, Pay As You Earn
and Employee National Insurance contributions.
Profit after tax and
earnings per share
Statutory profit after tax was £164m, which
was £155m lower year-on-year. Statutory
diluted earnings per share was 16.3p (FY25:
31.8p), 48.8% lower year-on-year due to lower
operating profits, increased adjusting items
and interest charges.
Adjusted diluted earnings per share
1
was 21.3p
(FY25: 33.5p), 36.4% lower due to the lower
operating profits. Adjusted profit after tax (pre-
IFRS 16)
1
, which is also reported to allow investors
to better understand the operating performance
of the business (see note 3 of the financial
statements), was £225m (FY25: £347m), and
the adjusted (pre-IFRS 16) fully diluted earnings
per share
1
was 22.4p (FY25: 34.5p).
Capital expenditure
Group net capital expenditure
6
totalled £139m
this year (FY25: £111m). Investment included
£59m spent on 64 gross new stores across
the Group’s fascias (FY25: £53m on 70 stores)
and a net £17m on infrastructure projects to
support the continued growth of the business
(FY25: £25m), with a further £14m one-off
expenditure on the fit out of both our Ellesmere
Port import centre and third party operated
site in Rugby. There was also investment of
£49m in maintenance works to ensure that our
existing store estate and distribution centres
are appropriately invested (FY25: £33m).
Post-tax free cash flow
7
and net debt
8
Post-tax-free cash flow
7
increased to £321m
(FY25: £311m), despite lower profits year-on-
year. This improvement was driven by inventory
management. Our total working capital inflow
improved by £90m year-on-year as inventory
levels decreased following accelerated
clearance activity and line count reductions.
This reflects our goal to refocus our ranges
under the Back to B&M Basics strategy.
As a result, our net debt (pre-IFRS 16)
8
,
decreased to £656m (FY25: £781m). The
net debt (pre-IFRS 16)
8
to adjusted EBITDA
(pre-IFRS 16)
1
leverage ratio increased to
1.43x (FY25: 1.26x), but remains within
our internal target of 1.0x to 1.5x. Net debt
(including IFRS 16 lease liabilities)
8
was
£2,113m (FY25: £2,211m) meaning our net
debt to adjusted EBITDA (post-IFRS 16)
1
ratio
was 2.90x, an increase on the previous year
(FY25: 2.56x).
Dividends
During the year, the Company declared and
paid an interim ordinary dividend of 3.5p and
subject to approval by shareholders at the AGM
on 21 July 2026, a final ordinary dividend of
6.1p per share will be paid on 31 July 2026 to
shareholders on the register of the Company
at the close of business on 12 June 2026.
The ex-dividend date will be 11 June 2026.
The Board has in place an agreed a long-
term capital allocation policy that provides a
framework to help investors understand how
the Group will evaluate opportunities to invest
and support the growth of the business relative
to incremental return of capital to shareholders.
The dividend policy targets an ordinary dividend
pay-out ratio of between 40% to 50% of after-
tax adjusted earnings (post-IFRS 16). The Group
generally aims to pay the interim and final
dividends for each financial year in proportions
of approximately one-third and two-thirds of
the total annual ordinary dividend respectively.
Peter Waterhouse
Interim Chief Financial Officer
2 June 2026
Notes:
1. Adjusted values are considered to be appropriate to
exclude unusual, non-trading and/or non-recurring
impacts on performance which therefore provides the
user of the accounts with additional metrics to compare
periods of account. See notes 2, 3 and 4 of the financial
statements for further details.
2. Constant currency comparison involves restating the prior
year Euro revenues using the same exchange rate as that
used to translate the current year Euro revenues.
3. One-year like-for-like revenues relate to the B&M UK
estate only (excluding wholesale revenues) and are based
on either 52 weeks vs. 52 weeks or 13 weeks vs. 13 weeks
comparison periods. They include each store’s revenue
for that part of the current period that falls at least 14
months after it opened compared with its revenue for
the corresponding part of FY25.
4. References in this announcement to the B&M UK business
include the B&M fascia stores in the UK except for the ‘B&M
Express’ fascia stores. References in this announcement
to the Heron Foods business include both the Heron Foods
fascia and B&M Express fascia convenience stores in the UK.
5. Trading gross margin is considered to be a meaningful
measure of profitability as it refers to the measure of
gross margin used by management to commercially
run the business. It differs to the statutory definition for
B&M UK, which decreased 146 bps from 36.7% to 35.9%,
due to technical accounting adjustments in relation to the
allocation of gains and losses from derivative accounting,
storage costs and commercial income.
6. Net capital expenditure includes the purchase of property,
plant and equipment, intangible assets and proceeds
from the sale of any of those items. These exclude IFRS 16
lease liabilities.
7. Post-tax free cash flow is an Alternative Performance
Measure. Please see note 3 of the financial statements
for more details and reconciliation to the consolidated
statement of cash flows. Statutory Group cash generated
from operations was £801m (FY25: £784m). This statutory
definition excludes payments for leased assets including
the leasehold property estate.
8. Leverage ratio (pre and post-IFRS 16) is calculated as
net debt divided by adjusted EBITDA. See note 27 of the
financial statements for definition and net debt (pre and
post-IFRS 16) reconciliation. This is a measure of the
Group’s ability to meet its payment obligations and is
widely used by analyst and credit rating agencies.
22
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Annual Report and Accounts 2026
B&M’s risk management
framework
Appropriate management of business and external risks is an essential part of operating the Group
effectively and creating value for stakeholders over the long term. In this section we provide an
overview of the Group’s approach to risk management alongside an assessment of the Group’s
principal risks and mitigating controls, highlighting any changes during the period.
Principal risks and uncertainties
Risk framework
This is then used by the Board to ensure
executive management are mitigating and
eliminating risk exposure on a timely basis, in
line with Board expectations and for setting the
Group’s internal audit plan each year. The Audit
& Risk Committee is responsible for ensuring
any material controls in place as part of the
Group’s risk mitigation are effective. They are
formally reviewed once per year, but will also
be addressed through the regular and more
frequent internal audit review process.
Assessment of risks
The Directors confirm that they have made
a robust assessment of the emerging and
principal risks and uncertainties facing the
Group, including those that would threaten
its business model, future performance,
or solvency. A summary outcome of that
assessment is set out in the heat map overleaf.
The heat map indicates the Board’s view of the
likely degree of impact of each risk after taking
into account the risk mitigations referred to in
the principal risks table.
The internal audit team reports on the
effectiveness of internal control procedures
to the Audit & Risk Committee. In assessing
risk, it considers the Group’s risk mitigating
actions and provides recommendations to
management to improve business processes
and limit their exposure to risk.
The Group’s approach to reviewing risk appetite
is part of a bi-annual risk management cycle,
which is used to drive and inform actions in
relation to the principal risks identified by
the Board. The executive management risk
owners prepare a written update for the Board,
which summarises internal and external
developments in the risk environment. This
update is then discussed at the Board, together
with the output of a horizon scanning exercise
conducted by internal audit. As part of that risk
review process, the Group’s appetite for risk is
also defined with reference to the expectations
of the Board for both commercial opportunity
and internal control.
The Board has overall responsibility for the
management of risk and the identification
of principal risks that may affect the Group’s
operations, financial performance or strategic
objectives. The Group’s risks and mitigations
are monitored and controlled by executive
management. The Chief Financial Officer
ensures that each principal risk has an
executive owner and coordinates the regular
review process by the Board and also the Audit
& Risk Committee as part of their oversight of
the Group’s system of internal controls. Given
the relative importance of the Group’s UK
activities, responsibility for the principal risks is
consistently led by UK executive management.
Where a risk materially affects French and
Heron operations, for example cyber security,
then that executive owner will also coordinate
with local executive management counterparts,
and the Group will adopt a consistent Group-
wide risk tolerance.
The Group’s internal audit function, led by
the Head of Internal Audit, also assesses
the ongoing business risks of the Group.
Internal audit team
Oversees and assists in process
implementation and reports to
Audit & Risk Committee
Board
Overall responsibility for risk management
Audit & Risk Committee
Oversees risk management process
Executive Management
Manages specific risks and embeds risk
management throughout the Group
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Annual Report and Accounts 2026
Governance Financial statements
Strategic report
8
4 7
1
3
6 2
95
In both of these areas, active work plans are
in place, monitored by the Board, to reduce
the Group’s risk exposure over time and
the Directors continue to be satisfied that
reasonable progress is being made.
Climate change and ESG continue to be
significant topics within our risk management
discussions. However we do not view the
subject matter as a distinct area that requires
separate executive management and focus,
but instead believe that it is important that our
executive team embed ESG considerations
as part of routine business as usual activities.
We coordinate and facilitate all our activity
around ESG matters through our in-house
sustainability manager and also through the
support of specialist external consultants.
Key changes to principal risk
disclosures
The Board has conducted a thorough review of
all of the principal risk areas as part of its risk
management approach. As outlined below, the
Board concluded the Group has an increased
risk exposure in four areas and a decreased
exposure in one area. However, in each of these
increased risk areas, the Board continues to
view its risk exposure as being within tolerance,
based on the mitigations that the Group
already currently has in place.
Following recent freight and compliance
challenges, the Board has reduced its overall
risk tolerance. Consequently, the Group is
investing in systems, processes, and controls
to mitigate net risk, specifically targeting two
areas where current exposure exceeds our
appetite:
• Regulation & compliance: enhancing
controls to reduce the likelihood of non-
compliance to ‘low.’
• IT systems, artificial intelligence,
cyber security & business continuity:
strengthening resilience and recovery
capabilities to reduce the potential impact
of disruptions from ‘high’ to ‘medium’.
Principal risks table
The table below describes (i) the main risk
exposures identified by the Board in relation
to our Group businesses; (ii) the mitigating
factors which relate to how the Group manages
each of the risk exposures; and (iii) the linkage
between the business strategy and the
relevant risk exposures.
The Group summarises (where relevant) key
actions arising in the year in relation to how the
Group has addressed certain aspects of these
risks. The Group has also indicated where there
were any changes in the profile of any of the
risks, which reflects the Board’s view of the
current trend in relation to those risks.
The risks set out in the table are not exhaustive
but represent the main risks to the Group in
relation to the period under review.
Principal risks heat map
Supply chain
Competition
Economic environment
Regulation and compliance
International expansion
Political uncertainty
IT systems, artificial intelligence,
cyber security and business
continuity
Key management reliance
Store expansion
HighLow
HighLow
Impact
Likelihood
24
B&M European Value Retail plc
Annual Report and Accounts 2026
Link to Fascia Risk change key
1
B&M UK
2
B&M France
3
Heron Foods
Increased risk
No change
Decreased risk
1
Supply chain
Description and potential impact Link to Fascia Change
The Group has a network of domestic and international suppliers, with a significant proportion of General
Merchandise products imported from China, and has material dependence on the continuing smooth flow
of these supply sources.
Any interruption in supply could lead to product shortages, lost sales, higher sourcing or transport costs, or
increased markdowns if goods arrive late or out of season. Disruption could arise from a wide range of factors,
including war, political or economic instability, natural disasters, disease pandemics and ethical trading issues.
In particular, the Group notes the continuing tensions between China and the United States following the
imposition of tariffs that is leading to normal container shipping flows to US ports being disrupted. Any
consequential changes or delays to China/Europe shipping routes could impact on-shelf availability.
A rise in tension or hostilities between China and Taiwan could cause disruption to our Chinese sourcing
channels and require a material proportion of our General Merchandise ranges to be switched to potentially
less efficient manufacturers in different regions.
The closure of the Suez Canal continues to impact the Group’s supply of goods from the Far East as it adds
cost and elongates the time it takes to import inventory. Furthermore, the recent conflict in Iran and closure
of the Strait of Hormuz has significantly disrupted global supply chain, driving decreases in the availability and
increases in the cost of oil and fuel prices.
1 2 3
Risk mitigations Key actions in 2025/26
• The Group has an experienced buying team which is responsible
for maintaining an efficient and effective supply chain.
• A range of alternative supply sources are maintained across the
product categories, we have explored alternative countries of sourcing,
and (subject to a general reliance on China-based merchandise
manufacturers) we are not reliant on any one single manufacturer.
• The Group has anti-bribery and corruption and anti-modern slavery
and human trafficking policies in place in relation to its supply chain.
• A combination of individual buyers and sourcing agent employees
conduct supplier factory visits.
• The Group has a strong strategic partnership with Maersk as our
freight forwarder and ocean carrier, which provides excellent end-to-
end visibility on our supply chain, utilising their ‘Gemini’ programme
we see greater agility and reliability with the shipment of our inventory
orders which helps to minimise the impact of any disruption, helping
improve product availability in our stores. We can also use our
relationship to leverage on price, space and equipment allocation.
• Our supply chain management system is designed as a multi carrier
platform, providing the capability to engage with and contract multiple
carriers in the future, should this be required.
• Stock cover in the B&M business on General Merchandise imported
goods ensures levels of inventory are adequate to meet periods of
supplier delay.
• Continued review of supplier social compliance processes by our
sustainability manager to monitor transparency in the supply chain.
• Working with suppliers and freight forwarders to forecast and remain
vigilant in relation to challenges regarding the transportation of goods:
− Ongoing development of an enhanced forecasting system
to predict the volume of product sales and improve ordering
accuracy.
− Development of new processes and enhanced systems to provide
better visibility of the flow of stock through our system.
Principal risks and uncertainties continued
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Annual Report and Accounts 2026
Governance Financial statements
Strategic report
2
Competition
Description and potential impact Link to Fascia Change
The Group operates in highly competitive retail markets in the UK and France. These markets compete on
price, product selection and quality, store location and design, inventory, customer service, advertising and
marketing which could materially impact the Group’s profitability, share price and limit growth opportunities.
1 2 3
Risk mitigations Key actions in 2025/26
• Continuous monitoring of competitor pricing, store formats and
product offering.
• Development of new product ranges within the product categories
to identify new market opportunities and target new customers.
• As part of the Back to B&M Basics strategy, B&M UK has introduced
line-by-line price analysis, alongside the existing basket index, and
cut prices on 35% of 450 key value items to sharpen the customer
value proposition.
• B&M UK’s price perception is also tracked versus the competition on
a periodic basis to provide greater insight from our customer base and
measure the gap between actual pricing data and perception. We have
also strengthened our promotional calendar and approach.
• The Group has continued to operate its price benchmarking approach
to ensure ranges are priced competitively and in line with historical
levels of discounts compared to competitors.
• To improve benchmarking of the Group’s performance relative to the
broader market, the Group monitors credit card transaction data, and
other market data reference points. This allows the Group to identify
and respond faster to changing market dynamics.
• Around half of the Group’s revenues in the period continues to come
from, typically essential, food and FMCG goods. This has allowed the
Group to remain insulated from any downturn in consumer spending
and resilient against our competitors whilst continuing to meet our
customers’ needs.
3
Economic environment
Description and potential impact Link to Fascia Change
A reduction in consumer spending, as a result of either consumer confidence levels or prevailing macroeconomic
conditions, could impact upon revenue and profitability. In FY26 a continued decline in confidence has been
particularly visible in the lower income customer groups that the Group performs particularly well with.
Inflation manifesting itself though increases in raw material, fuel and wage costs could adversely affect the
profitability of the business.
1 2 3
Risk mitigations Key actions in 2025/26
• We have a dynamic forecasting process that enables operating
actions to be rapidly implemented reflecting economic conditions.
• We offer a range of products and price points for consumers which
allows them to trade up and down.
• We maintain a low-cost business model that allows us to maintain our
selling prices as low as possible and our pricing gap to key competitors.
• Management has continued to proactively respond to changing sales
patterns throughout the year, adapting its cost base, product ranging
and promotion in stores.
• We continue to invest in price to offer customers the best value in
increasingly challenging conditions.
26
B&M European Value Retail plc
Annual Report and Accounts 2026
4
Regulation and compliance
Description and potential impact Link to Fascia Change
The Group is subject to a range of regulatory and legislative requirements, including those relating to the importation
of goods, pricing, anti-bribery and corruption, anti-modern slavery, anti-tax avoidance and evasion, health and
safety, employment law, general data protection regulation (GDPR), control of pollution and contamination to the
environment, the Listing Rules, Transparency laws and regulations and the Groceries Supply Code of Practice
(the Groceries Code). The requirements that the Group is subject to continue to grow, in particular in relation to
environmental legislation, worker rights and also the UK and EU’s customs approach following Brexit. The impact
of failure to comply with laws and regulations could lead to financial penalties and significant reputational damage.
Furthermore, legal requirements are subject to frequent changes and differing interpretations, and the Group
is unable to predict the ultimate cost of compliance with these requirements or their effect on its operations,
within any of the territories in which it operates.
1 2 3
Risk mitigations Key actions in 2025/26
• The Group has a number of policies and codes, including a code of
conduct which incorporates an anti-bribery and corruption policy, which
outlines the mandatory requirements we apply to our business. Our
codes and policies are communicated to staff along with our employee
handbook which is made available to everyone joining the business.
• We actively seek to identify and manage compliance with all applicable
new legislation and regulations which apply to us in Jersey, the UK
and France. Reports on new regulatory developments are provided
by the General Counsel and management directly to the Board as well
as its Committees. The internal audit function of the Group includes
assurance testing and auditing of the Group’s implementation of new
areas of regulatory compliance.
• We have a whistleblowing procedure and policy which allows
colleagues to confidentially report any concerns or inappropriate
behaviour within our business.
• In relation to anti-modern slavery and other standards relating to human
rights within our supply chain, the buying teams are charged with
ensuring that every supplier adheres to our Workplace Policy standards.
• The Company has a Group-wide GDPR policy and all associated
materials are reviewed to ensure they are GDPR compliant.
• Our Groceries Code compliance programme includes guidance and
training for colleagues, monitoring of compliance, reporting of potential
non-compliance issues, dispute resolution procedures and a Code
Compliance Officer who oversees compliance and the resolution of
code-related issues with suppliers. Oversight of our compliance with
the Grocery Code is carried out by management and reviewed by the
Audit & Risk Committee as a standing agenda item at each of the
meetings of that Committee throughout each year.
• The Group has reviewed all its compliance policies and procedures
to maximise effectiveness and ensure they are fully up to date with
applicable regulations.
• Mandatory training for all management and support centre colleagues
using an e-learning portal has continued throughout the year.
• Our Groceries Code Compliance Officer and Group internal audit
team have actively engaged during the year with the Groceries Code
Adjudicator (GCA) in relation to our action plans and follow-up work
during the year.
• The Group has continued reporting in line with the Task Force on
Climate-related Financial Disclosures (TCFD) and has commenced
preparations for upcoming changes in UK and EU reporting legislation.
• Strengthened internal governance and regulatory horizon scanning
in both the UK and France, enhanced ESG & compliance policies
and procedures, training and e-learning, increased monitoring and
assurance mechanisms to support operational processes
and management.
5
International expansion
Description and potential impact Link to Fascia Change
Developing our businesses in new market territories, in particular France, is important to the Group’s strategic
plans. The Group operates in a highly competitive retail market in France which could materially impact the
Group’s profitability, share price and limit future growth opportunities.
2
Risk mitigations Key actions in 2025/26
• The Group has international retail experience on the Board.
• Continued reinforcement and development of the experienced senior
leadership teams in France in key operational areas.
• Given insight, relationships and sourcing scale, UK support is provided
for product range development and selection by local buying teams.
• The Group continues to invest in both the infrastructure and
technology of our French business.
• Given differences in local laws and regulations, external legal support,
with strong local relevant experience, is retained in place.
• We continued to strengthen the senior leadership team in France
and continued the involvement of management from the UK to
transfer operational knowledge to colleagues in France.
• We have continued to open additional stores, increasing the scale
and presence from which we operate.
• Annual board visits are organised to the French business,
including presentations by the executive team, to ensure that
Directors understand first hand the trading environment and
management perspectives.
Principal risks and uncertainties continued
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Governance Financial statements
Strategic report
6
Political uncertainty
Description and potential impact Link to Fascia Change
Unexpected or difficult to forecast political factors have increasingly impacted the business environment which
the Group operates in. These uncertain factors have included the imposition of trade tariffs by the US which has
increased political tension. Changes in tariffs and trade policies may also increase costs and constrain product
availability. There is also a growing risk of further armed conflict in Eastern Europe and rising tension between
China and Taiwan, and more recently between India and Pakistan. Furthermore, the ongoing situation in the Middle
East and closure of the Strait of Hormuz has significantly disrupted global supply chain, driving decreases in the
availability and increases in the cost of oil and fuel prices.
Collectively, these factors could materially and adversely affect the Group’s business performance, financial
condition, and growth prospects.
The political uncertainty risk has not increased specifically year-on-year on the basis that the levels of uncertainty
with regards to war and civic unrest, elections and tariffs were seen in the prior year. Disruption from geopolitical
uncertainties is covered in both the respective supply chain and economic environment risks.
1 2 3
Risk mitigations Key actions in 2025/26
• Changes in the operating environment are likely to affect all
participants in the retail industry.
• The Group’s business model has been proven to trade well through all
economic environments, and has tended to outperform other industry
participants in weak market environments.
• Operating costs are tightly managed, and the Group maintains dynamic
monitoring of its trading, in order to respond to the market environment.
• Executive management and the Board regularly review market
commentary to understand the changing political landscape.
• Regular Board discussions on the political and regulatory environment.
7
IT systems, artificial intelligence, cyber security and business continuity
Description and potential impact Link to Fascia Change
The Group is reliant upon key IT systems, and disruption to such systems would adversely affect business
operations including those at the distribution centres and stores. The potential impact of a failure to protect and
maintain our data and systems could lead to significant business disruption, reputational damage and in the case
of a loss of personal data, potential prosecution. This also applies to any failure to protect the Group’s IT systems
and data from viruses, cyber invasive threats, corruption or sabotage.
During the year, an IT system integration change failed which resulted in overseas freight costs being incorrectly
omitted from the cost of inventory. Although the underlying system issue has been resolved, the Directors
commissioned a comprehensive third-party review of the IT and financial operational process involved in the issue.
The investigation has been completed and the implementation of the report’s recommendations on specific IT and
financial operational processes within the Group is underway. As a result, the risk rating has increased in the year.
1 2 3
Risk mitigations Key actions in 2025/26
• All critical business systems have third-party maintenance contracts in
place and those systems are industry standard retail business systems.
• IT investments and budgets are reviewed and approved at Board
level. IT security is monitored at Board level and includes third-party
penetration testing and up-to-date security software.
• The Group has a disaster recovery strategy and plan in place for all of
our key systems.
• Significant decisions for the business are made by the Group or operational
boards with robust IT controls and segregation of duties enforced.
• Comprehensive third-party review undertaken of the IT systems and
balance sheet controls, with implementation of recommendations.
• Continued tightening of the Group’s cyber posture with introduction
of common Group-wide security standards and security platform.
• Ongoing investment in the Group’s technology replacement cycle
ensuring hardware and software remains within support.
• Disaster recovery approach continues to be enhanced with upgrades
to back-up, network and testing implemented during the year.
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8
Key management reliance
Description and potential impact Link to Fascia Change
The Group is reliant on the quality and ethos of the Executive team, as well as strong management and operational
teams. The inability to attract and retain such management or personnel and insufficient succession planning
could adversely affect the Group’s performance.
1 2 3
Risk mitigations Key actions in 2025/26
• Key senior and operational management are appropriately incentivised
through bonus and share option arrangements to retain talent.
• The composition of the executive team is kept under constant review
to ensure that it has the necessary resources and skills to deliver the
Group’s plans.
• The Nomination Committee reviews succession plans for the Board of
Directors and key senior operational management resourcing positions
as well as the wider senior management resourcing needs of the Group.
• Succession planning has been regularly reviewed by the Nomination
Committee throughout the year ensuring succession plans for key
senior management through to executive positions.
• The Group has continued to develop the senior management teams
of its businesses. This has included ensuring that senior leaders have
exposure at the Board and supporting key executives with external
leadership training.
• Successful recruitment of Chief Executive Officer, Group Trading Director
and Group People Director.
9
Store expansion
Description and potential impact Link to Fascia Change
The ability to identify suitably profitable new store locations is key to delivering our growth plans. Failure to identify
suitable locations in areas targeted for new stores and/or failure to renew leases of existing stores could impact
upon store expansion plans and retention, reducing the rate of total growth in the business.
1 2 3
Risk mitigations Key actions in 2025/26
• Our senior management actively monitor the availability of retail space
with the support of internal and external property acquisition consultants.
• The flexibility of the trading format allows us to take advantage of a
range of store sizes and locations.
• Each new store opening is approved at CEO level ensuring that property
risks are minimised and that lease lengths are appropriate.
• Where new locations may impact on existing locations, the
cannibalisation effects are estimated and then monitored and
measured to ensure that there is an overall benefit to the Group.
• While store expansion remains a key pillar of our long-term strategy,
we are actively mitigating the associated risks by investing in our
existing estate. We can balance the capital expenditure towards a
comprehensive store refit programme. These refits are designed
to increase like-for-like performance by enhancing the overall
customer experience.
• The Group has continued to proactively screen the market for new
location opportunities and to also respond swiftly to enquiries.
The market is also monitored for opportunities arising from retailer
corporate actions (e.g. insolvencies).
• Sales densities are measured routinely across all three businesses to
ensure that new store space sales densities are accretive to the overall
Group. The Group continues to review new store opening opportunities
in current store locations, to replace older generation stores with better
quality sites and premises, and via acquisition of adjacent space to
expand stores and optimise performance.
Principal risks and uncertainties continued
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Governance Financial statements
Strategic report
Viability Statement
In accordance with the UK Corporate
Governance Code, the Directors have assessed
the viability of the Group. This assessment
has been based upon the Group’s three-year
strategic plan (the ‘plan’) and has taken into
account the current position of the Group, the
principal risks and uncertainties as detailed
on pages 22 to 28 of the strategic report and
the Group’s prospects.
The Group conducts an annual strategic
planning process, comprising a comprehensive
reassessment of progress against the Group’s
strategic objectives, alongside an evaluation
of the longer-term opportunities and risks
in each market the Group operates. We set
out our strategic plan and viability statement
on a three-year cycle, which is common
practice in the retail sector. We believe this is
appropriate as we operate in a competitive retail
environment and need to be able to react to
changes in retail markets and consumer trends.
Given the fast-moving nature of the retail
industry and macro-economic environment,
and the lack of long-term contracts and
typically rapid investment cycles, the Board
believe that forecasting beyond a three-year
period is an unproductive exercise, and note
that this is consistent with the approach of
many of our analysts.
The viability of the Group has been assessed,
considering the Group’s current financial
position, including external funding in place over
the assessment period, and after modelling
certain scenarios arising from the Group’s
principal risks outlined on pages 22 to 28.
In making their assessment the Directors
considered:
• the Group’s current balance sheet,
its strong track record of generating
operational cash flows and returns to
shareholders and stress testing of the
key trading assumptions within the
Group’s plan;
• the Group’s published strategy for growth,
that encompasses driving UK like-for-like
performance, UK new store roll-out, the
continued growth in B&M France and
recovery in Heron Foods;
• the potential impact on the Group’s
business model, future trading expectations
and liquidity of one or more of the principal
risks set out on pages 22 to 28 occurring in
the period;
• the likely degree and effectiveness of
possible mitigating actions in relation to
the principal risks; and
• the Group’s banking debt facilities of £475m
in relation to the term loan and revolving
credit facility which mature in March 2030,
and the three long-dated high yield bonds
of £250m each maturing in November
2028, 2030 and 2031 respectively.
Four ‘severe but plausible’ scenarios have been
modelled individually and in combination with
one another which address the principal risks
that the Group has assessed would have the
most direct and material impact on the Group.
The hypothetical scenarios described are:
• a decline of 10% of like-for-like annual sales
in the Group’s main UK trading business,
B&M UK, as a result of competition
increasing or weak consumer confidence;
• a significant decline in the gross margin of
the Group’s main UK trading business due
to higher costs of imported goods arising
from commodity price increases, increases
in import duties and adverse currency
exchange movements;
• significant cost inflation arising from either
statutory measures or geopolitical events; and
• consideration was also given to a potential
cyber attack which could have an impact
at one of the Group’s distribution centres
causing network and system issues,
effectively rendering the distribution
centre closed for five weeks.
The Board considered the mitigating steps
which they would take to protect the Group in
the event of any of those scenarios arising, both
individually or collectively, and determined that
the following measures would be necessary to
protect its cash flow and liquidity:
• the temporary suspension of dividend
payments;
• limiting capital expenditure to essential
maintenance only;
• suspension of new store opening
programmes; and
• ability to realise additional cash inflows from
financing or other initiatives.
The Board has also considered reverse stress-
testing to determine the extent to which cash
flows would need to deteriorate before fully
utilising the Group’s funding headroom.
Each of the above scenarios exceed the
impacts of principal risks which the Group
has encountered in its trading experience to
date. Based on the assessment, stress testing
and mitigating actions referred to above,
the Directors confirm they have a reasonable
expectation that the Group will be able to
continue in operation and meet its liabilities
as they fall due over the next three years to
31 March 2029.
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Corporate social responsibility
Our Environmental, Social and Governance (ESG) strategy continues to
be guided by the four pillars that have shaped our approach since its
introduction: Environment, Colleagues, Communities and Supply Chain.
These pillars reflect the areas where B&M can make the most meaningful contribution: as a
responsible employer, a committed member of local communities, a conscientious partner to our
suppliers, and a business working to reduce its environmental footprint in the short and long term.
Across FY26, the Group continued to make
progress against the targets underpinning
each pillar in both the UK and France divisions,
while taking deliberate steps to strengthen
the foundations of our ESG programme for
the years ahead.
Our four pillars are:
• Environment: Minimising our environmental
footprint and promoting sustainable practices.
• Colleagues: Providing a fair, safe, inclusive,
and rewarding workplace.
• Communities: Making a positive
contribution to the local communities
where we operate.
• Supply Chain: Ensuring ethical and
responsible practices throughout our
supply chain.
ESG governance remains fully integrated into
the Group’s decision-making framework. The
Board received updates on ESG matters at
all six scheduled meetings during FY26. Our
programme continues to be developed in close
partnership with ESG specialists, Inspired ESG,
ensuring our strategy, targets, and disclosures
reflect current best practice. The governance
and decision-making processes through
which we consider our wider stakeholder
responsibilities are outlined in the Stakeholders
and Section 172 statement on pages 51 to 55.
Environment
Objective Target(s) FY26 progress
Reduce absolute Scope 1
and 2 carbon emissions
(location-based).
• 25% absolute reduction
in Scope 1 and Scope2
(location-based)
emissions by FY31 from
a FY21 baseline.
• Install LED lighting in all
B&M UK stores by FY27.
• Maintain building energy
management systems
(BEMS) penetration in
B&M UK stores.
• Scope 1 and 2 (location-based) emissions have decreased by
14.5% since the FY21 baseline, and we are currently on track to
hit the near-term target. To hit the near-term target, our FY26
Scope 1 and 2 emissions need to decrease by 2.5% per year
between FY26 and FY31 (see page 46).
• LED lighting coverage reached over 99% of the portfolio, with
rollout to the remaining sites ongoing.
• BEMS penetration has been maintained across over 700 UK
stores, with continued rollout in new and existing sites.
• Recently we have decided to make a further investment in
BEMS to enable further energy saving.
Reduce Scope 3 emissions
through working with
our suppliers.
• Engage with 67% of suppliers,
by spend, to set science-
based targets by FY27.
• We previously engaged with our top 100 suppliers on emissions
and, in FY26, assessed our top 50 suppliers by spend to identify
which had science based near-term targets. As the Company’s
Scope 3 reporting approach evolves, the supplier engagement
target is under review and will be updated in the FY27 report
(see page 46 of the TCFD statement).
Net zero by FY40 against a FY21
baseline (location-based).
• 90% absolute reduction
in Scope1, Scope2
(location-based),
and Scope3 by FY40
from a FY21 baseline.
• Scope 1, 2 (location-based) and 3 emissions have increased by
118.8% since the FY21 baseline. To meet the near-term target,
our FY26 Scope 1, 2 (location-based) and 3 emissions need to
decrease by 6.8% per year between FY26 and FY40. This change
in emissions is primarily due to refined Scope 3 calculations
incorporating more granular data and updated guidance and
should not be viewed as a true change in emissions since FY21.
FY26 ESG performance at a glance
The table below sets out our key objectives and the targets that underpin them across each of the four pillars, alongside our FY26 progress. All targets
remain unchanged from the previous year. The science-based supplier engagement target is under review and will be updated in the FY27 report.
Table 1: Our key ESG objectives, targets and progress made in FY26
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Governance Financial statements
Strategic report
Environment continued
Colleagues
Objective Target(s) FY26 progress
Provide colleague development
and promotion opportunities
through a range of training
programmes.
• Maintain >90 ‘Step Up’
promotions per annum by
delivering structured training
programmes that equip
colleagues with skills and
assessments needed to
progress into higher roles.
• In FY26, 391 B&M UK retail colleagues were promoted internally
through Step Up programmes.
• In FY26, Heron Foods ran two cohorts of the Leadership,
Evaluation, Aspire Programme (LEAP), achieving 64% retention
and 7% promotion rates.
• The flagship Future Flyers programme provided impactful
results for Heron Foods, with 70% retention rates and 25%
promotion rates.
• B&M France recorded 4 internal promotions to store
manager and 24 to assistant manager, 25 DC promotions
and 9 at headquarters.
• See page 34 for more information on colleagues.
Maintain high levels of
colleague engagement
across the Company.
• Maintain engagement
rates annually.
• In FY26, 98% of B&M UK colleagues were invited to respond to
the employee survey, compared with 94% invited and a 40%
response rate in FY25.
• In FY26, B&M France conducted its colleague engagement
survey in October 2025, achieving a 37% response rate (survey
not conducted in FY25).
Develop a diverse and
inclusive workforce.
• Maintain female
representation at the Board
and senior management
level above 40%.
• Increase ethnic diversity in
senior management to at
least 10% by the end of FY27.
• 63% of Board positions were held by women in FY26, with 43%
representation within senior management reporting directly to
the Board or ExCo.
• 55% of all colleagues across the Company were female,
consistent with FY25.
• Ethnic minority representation within senior management
remains below target (see page 35).
• Heron Foods workforce comprised 64% female and 36%
male employees.
Reward strong business
performance through payment
of discretionary bonuses to
store, distribution and support
centre Managers.
• Continue the annual bonus
scheme equating to a % of
salary, paid annually.
• Maintain the Golden Quarter
bonus scheme, rewarding
individual excellence and
team performance.
• B&M continued to provide performance-based bonuses
for managers and provide rewards for team members.
• Discretionary Golden Quarter bonuses were awarded to
high-performing leaders in stores.
• Discretionary bonuses awarded to high-performing colleagues
in distribution and support centre roles.
Maintain safe and clean working
environments. Provide access to
resources supporting colleague
well-being.
• Maintain safe, clean working
environments and colleague
wellbeing support across all
operations.
• The Company continued to maintain safe and clean
working environments across stores, distribution centres,
and transport operations.
• In FY26, B&M UK recorded 7,215 colleagues trained as
responsible persons.
• Framework enhancements during the year included
expanded Mental Health First Aid provision.
Objective Target(s) FY26 progress
Maintain a high level of
recyclable packaging
and reduce the use of
plastic packaging.
• Maintain or improve the
recycling rate annually.
• Continue to develop
innovative ways to reduce
plastic packaging.
• In FY26, recycling performance was 79%, compared with 77%
in FY25, reflecting an improvement year on year.*
• B&M UK removed plastic wrapping from gift wrap, eliminated
unnecessary plastic components in stationery products and
progressed development of fully recyclable gift bags through the
replacement of plastic handles with paper-based alternatives.
* The FY25 recycling figure has been restated to align with full-year Biffa dataset reporting, replacing the previously disclosed extrapolated estimate used in last year’s report.
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Corporate social responsibility continued
Supply Chain
Objective Target(s) FY26 progress
Committed to ensuring ethical
business practices and the fair
treatment of workers in our
supply chain.
• Maintain
engagement
with suppliers to
ensure ethical
practices.
• The Company continued engaging its largest overseas suppliers on ethical
conduct and ESG practices. Relevant ESG requirements are embedded
in mandatory social compliance and factory technical audits, ensuring
alignment with human rights, ethical, and environmental standards. Our
supplier engagement target will be revisited in FY27 (see page 46 of the
TCFD report).
Foster fair supplier relationships
with zero tolerance for bribery
and corruption.
• Maintain B&M
UK trade creditor
days of <35.
• B&M UK trade creditor days were 23 in FY26.
Ensure products sourced are
safe, compliant with regulations,
and fit for purpose.
• Maintain safe,
compliant, and
fit-for-purpose
products across
all sourcing.
• Continued to provide safe, sustainable, and compliant products with
checks from our in-house Quality Assurance team and factory product
specification checks by our suppliers.
Improve supply chain efficiency
and expand distribution
capacity through Ellesmere
Port hub development.
• Increase
throughput at
Ellesmere Port
import centre to
42,000 pallets
per week by FY28.
• Create 300 roles
at Ellesmere Port
by the end of
FY27.
• The Ellesmere Port import centre became operational early in FY26 and is
currently handling approximately 15,000 pallets per week.
• 250 roles have been created, with further recruitment planned in line with
site expansion (see Environment and Communities section for more detail).
Objective Target(s) FY26 progress
Committed to a target of
at least 1,200 B&M stores
in the UK.
• Reach at least
1,200 B&M stores
in the UK.
• B&M UK opened 41 gross new stores in FY26, bringing its total to 799.
• Heron Foods opened 11 gross new stores in FY26, bringing its total to 342.
• B&M France opened 12 gross new stores in FY26, bringing its total to 147.
Contribute to the regeneration
of local communities through
the creation of new jobs.
• Creation of new
jobs is linked
to new store
openings.
• In FY26, B&M UK’s 41 new store openings supported the creation of 1,400
new jobs across local communities.
• 3,172 unemployed people completed work experience programmes with
B&M UK, of whom 1,971 were offered paid employment.
• B&M France created approximately 150 new jobs, including work-study
roles, through new store openings in FY26.
• Heron Foods created 149 jobs in FY26 as a result of 11 gross store
openings.
Support local and national
charitable initiatives.
• Maintain the
Company’s
ongoing charitable
initiatives.
• B&M UK’s Cash for Kids contributions reached £11.1m through third-party
partnerships, supporting 225,792 children across the UK.
• B&M France contributed €537,447 worth of goods to local associations.
• Heron Foods’ total charitable contributions, including Cash for Kids,
totalled £89,504.
Communities
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Governance Financial statements
Strategic report
We remain committed to evolving and refining
our environmental strategy to support the
Company’s long-term sustainable development.
B&M’s environmental programme continues
to be delivered in close partnership with
Inspired ESG, with the Board discussing ESG
progress at every meeting. Outlined below are
the Company’s key environmental activities in
FY26 and the steps taken to further reduce our
overall environmental impact. Additional detail
on the Company’s approach to climate change
is provided in the TCFD section of this Annual
Report (page 39).
Transport and distribution
Efficient and sustainable logistics remain a
priority across the Company, with ongoing
investment in fleet upgrades, route optimisation,
and driver training to reduce environmental
impact. All Heavy Goods Vehicle (HGV) drivers
receive fuel-efficient driving training, with
performance continuously monitored across
both B&M UK and Heron Foods. During FY26,
B&M UK continued transitioning its truck
fleet towards more energy-efficient models
and progressed its programme of replacing
wedge trailers with single and double-deck
trailers. There are also floating floors across
B&M UK’s Bedford and Vault distribution
centres, thereby increasing trailer capacity and
reducing the total number of trips required to
move equivalent volumes, before extending
the programme to Ellesmere Port, as the site
ramped up operations during the year. Fleet
operations are further optimised through
two complementary systems: Paragon,
used to plan routes, maximise trailer fill, and
schedule HGV movements; and Microlise,
which became fully operational within the
FY26 reporting period, ahead of the original
schedule, providing real-time routing for HGVs
accounting for vehicle dimensions, traffic, and
live diversions, minimising idling and reducing
fuel consumption. The Company continues to
develop both systems as technology evolves, as
part of its continuous improvement programme.
The Ellesmere Port import centre is currently
handling approximately 15,000 pallets per
week, progressing toward the FY28 target
of 42,000 pallets. The facility’s automation
programme, including palletising systems and
trials of fully automated solutions, is central to
achieving this scale efficiently.
At Heron Foods, delivery route optimisation in
2025 reduced kilometres travelled by 43,849
compared to the prior year, equivalent to
1,060 fewer delivery routes, representing a
meaningful, quantifiable improvement in the
efficiency of last-mile distribution. Heron Foods
also prioritises local sourcing for own-label
products where possible, including premium
ready meals, Indian Essence, Oriental Essence,
and value lines such as jacket potatoes
and Yorkshire puddings, thereby reducing
transportation-related emissions at the
product level.
Waste and recycling
Managing and reducing waste is a core part
of B&M’s operational approach, supporting
both efficiency and sustainability across the
Company. We continue to work closely with
suppliers to identify opportunities to reduce
product packaging, and our focus on recycling
and waste management remains firmly
embedded across the estate. In FY26, B&M
UK packaging initiatives included a significant
improvement in packaging data quality
through an enhanced data-collection project
that supported compliance with Extended
Producer Responsibility (EPR) requirements.
This has enabled more accurate assessment
of packaging impacts and strengthened the
identification of future reduction opportunities
across the portfolio. In addition, B&M UK
implemented a range of packaging reduction
measures, including removing all plastic
wrapping from gift wrap, introducing a smart
wrap solution with a single label per roll, and
eliminating plastic inners from pencil cases
and backpacks when no longer functionally
required. Work also continued transitioning
gift bags to fully recycled materials, including
the introduction of paper handles, with
implementation targeted for FY27.
B&M UK maintained a strong focus on waste
reduction and recycling during the year. Biffa
records recycling performance monthly and
averages them to produce an annual rate.
On this basis, the average recycling rate was
79.0% in FY26, compared with 77.1% in FY25.
The FY25 figure has been restated to align with
full-year Biffa dataset reporting, replacing the
previously disclosed extrapolated estimate used
in last year’s report. Landfill diversion remained
at 100%. Northern Ireland stores’ food and
metal waste is managed locally by Bailey Waste
Recycling, with other packaging returned
to the UK for processing via Biffa, ensuring
consistent recycling practices across the estate.
These results reflect continued collaboration
with suppliers and waste partners, alongside
established in-store processes for cardboard,
plastic, and other recyclable materials.
Heron Foods continues to prioritise responsible
waste management as part of its wider
environmental strategy. All food waste is sent
to an anaerobic digestion plant, where it is
converted into renewable energy, supporting a
circular approach to resource use. In addition,
plastic and cardboard are baled and sold to
third-party recyclers, ensuring these materials
are diverted from landfill and re-enter the
recycling stream. Together, these processes
help reduce environmental impact while
contributing to more sustainable operational
practices. The majority of own-label packaging
is recyclable, incorporating paper and
recyclable plastics.
Energy consumption
Over recent years, we have transformed the
management of energy across our stores and
distribution centres, embedding efficiency into
our day-to-day operations. All new UK stores
are fitted with LED lighting, which uses up to
70% less energy than conventional lighting,
and LED installation continues to be prioritised
during store refurbishments. In FY26, LED
lighting coverage across the B&M UK estate
reached 792 of 799 stores, representing
over 99% of the portfolio, with roll-out to the
remaining sites ongoing. All B&M France stores
are equipped with LED lighting as standard.
Building Energy Management Systems (BEMS)
enable the monitoring and control of electrical
equipment to optimise energy use. BEMS are
now installed across more than 700 UK stores
and are standard in all new sites. Over the
past three years, BEMS have been retrofitted
in existing stores to upgrade heating, cooling,
and lighting controls, with 245 sites now
equipped with BEMS version 2, which provides
additional controls. Energy AI systems, which
automatically learn the characteristics of each
individual store and generate automated
Our environmental commitment is to grow our business
sustainably, minimise our environmental impact, and operate
an efficient infrastructure.
Environment
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Annual Report and Accounts 2026
efficiency improvements, continued to be
rolled out during FY26, building on strong trial
results achieved in prior deployments.
Chiller door installation continues to roll out
across the estate to reduce the energy required
to cool chilled products, and a programme to
replace end-of-lifecycle chillers with energy
efficient alternatives remains ongoing. All
new sites are fitted with chiller doors as
standard. The Ellesmere Port import centre,
which became operational in summer 2025,
was purpose-built with sustainability at its
core. The facility incorporates solar panels,
rainwater harvesting systems, and recycled
materials, and its location near the Manchester
Ship Canal, the Port of Liverpool, and major
motorway links supports more efficient inbound
transportation, reducing the overall number of
journeys required to move equivalent volumes.
In France, the Sensinov BEMS Hypervisor
reached full deployment across stores in July
2025, following the initial pilot in April 2024.
The platform centrally monitors and controls
buildings’ technical installations, including
heating, ventilation, and air conditioning (HVAC),
electrical systems, lighting, and security,
improving energy efficiency, operational
reliability, and maintenance through real-time
supervision. The Conso Narbonne store provides
an early indication of the system’s impact
across the estate. From installation in July 2025
through to March 2026, the site achieved an
average energy reduction of approximately 23%,
with the strongest savings recorded during
the Autumn and Winter months, when the
system operated during peak heating demand.
The scale of improvement becomes clearer
when viewed year-on-year: across January to
March, average energy consumption rose by
approximately 12% in 2025, but reduced by
approximately 22% in the same period in 2026,
representing a substantial improvement on a
like-for-like basis. While energy consumption
is influenced by factors such as seasonal
demand, weather conditions, and store activity
levels, the trajectory since installation has been
consistently positive. As of the end of FY26,
the BEMS is live across 115 stores, with 132
operating the Hypervisor supervision layer,
and rollout to full portfolio coverage remains
ongoing. The programme represents a total
committed works cost of approximately €3.4m,
to be significantly offset by €3.6m in grant
funding, of which €1.3m had already been
received by the end of FY26.
During FY26, Heron Foods advanced its
investment in renewable energy by installing
2,179 photovoltaic panels. Although the system
has only been operational since August 2025,
meaning a full year of performance data is
not yet available, it is estimated to generate
approximately 1.11 GWh per annum once
fully established. To date, the system has
produced 286 MWh, with output expected
to increase significantly as it enters the peak
production period. This installation represents
a meaningful step toward reducing the
organisation’s environmental impact and
supporting long-term sustainability goals.
Heron Foods also continued to invest in energy-
efficient technologies throughout FY26. This
included further rollouts of LED lighting across
stores, improving overall energy performance
and reducing electricity consumption. In
addition, the business undertook a targeted
reduction in the number of freezers, making
changes only where sales patterns supported
the adjustment. Together, these initiatives
contribute to lower energy usage, reduced
operating costs, and ongoing progress toward
the organisation’s sustainability objectives.
Corporate social responsibility continued
At the end of FY26, we employed approximately
39,000 colleagues across B&M UK, France,
and Heron Foods, with around 83% based
in B&M UK, approximately 13% within Heron
Foods, and around 4% in France. We recognise
that our people are at the heart of everything
we do and are committed to ensuring all
colleagues feel valued, recognised, and
rewarded. Comprehensive policies covering
terms and conditions of employment and
safeguarding practices are maintained across
all Company businesses, in compliance with
applicable legislation.
In FY26, B&M France significantly expanded
and refreshed its training offer for colleagues.
Core programmes covering customer focus,
managing difficult customer interactions, and
first aid at work were internalised and updated
to reflect current best practice. A wide range
of new training programmes were introduced
during the year, including risk prevention in
physical activity, training in engineering, fire
safety, the use of self-contained breathing
apparatus, and AI. Alongside formal training,
B&M France ran awareness campaigns
on disability and gender-based violence,
underscoring the Company’s commitment
to be an inclusive and respectful workplace.
Heron Foods supported colleague development
throughout the reporting period through
a range of structured leadership and skills
development programmes. The LEAP
leadership programme had two cohorts
active during the year, with 22 participants in
the first cohort, of whom 14 completed the
programme, representing a retention rate of
64% and a promotion rate of 7%. A further 20
colleagues enrolled in a new cohort during the
year, with one participant stepping down. The
Ignite programme, which is a blended learning
apprenticeship aimed at developing employees,
featuring live workshops, virtual training, and
e-learning, enrolled four participants, with three
completing the programme following one step-
down, and all completers were retained within
the business. The Future Flyers programme
began in 2025 with 40 participants, of whom
28 graduated. During the programme, six
participants left the business and six stepped
down. Overall, 70% of participants have been
retained, and 25% (10 participants) have
already been promoted within the business.
Applications for the 2026 cohort are currently
underway, with 43 applications received at the
end of FY26 and 26 candidates successful so
far, with interviews still ongoing.
Our commitment in relation to our people is to provide a fair, safe,
inclusive, and engaging work environment where colleagues are treated
with dignity and respect and have opportunities for development.
Colleagues
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Alongside leadership development pathways,
Heron Foods also delivered additional learning
opportunities through targeted, bite-sized
modules, including workshops on negotiation,
appraisal, decision-making, neurodiversity,
and introductory Microsoft Excel training.
The impact of learning initiatives is monitored
through retention and promotion outcomes,
engagement surveys following training, and
compliance assessments. During the year,
72 store managers passed the training day
assessments, achieving an average compliance
rating of 80%. Post-training surveys and the
Heron Hero recognition platform support
engagement and recognition. In addition,
onboarding processes enable new store
managers to be onboarded within one week.
Colleague engagement
We place a strong emphasis on colleague
voice, ensuring feedback is consistently
captured and clearly reflected at the Board
level. Paula MacKenzie continues to serve as
the Company’s designated Non-Executive
Director for workforce engagement,
participating in listening sessions across all
business functions, including retail, supply
chain, and the support centre, and providing
updates on colleague engagement to the full
Board at least twice per year.
The annual feedback survey remains a key
engagement tool. In FY26, 98% of B&M
UK colleagues were invited to participate,
compared with 94% in FY25. While invite
coverage improved year on year, the
Company remains focused on increasing
participation and acting on feedback to
support continuous improvement.
Across the Company, colleagues remain
informed through a range of internal
communications platforms. B&M UK’s ‘The
Tannoy’, available as both a web- and app-
based platform, provides regular business
updates, colleague blogs, and a bulletin board.
The HUB remains in place for store colleagues,
with an app version available to retail managers.
Notice boards continue to operate across
all distribution centres and transport hubs,
providing colleagues with business updates.
In FY26, B&M France conducted a colleague
engagement survey in October 2025, providing
all employees with a structured opportunity
to share feedback. The survey achieved
strong engagement across the business,
with notable participation from the support
centre (89%), supply chain (34%), and retail
(31%). Colleagues highlighted teamwork
(56%), hard work (32%), and speed (31%) as
key values, reflecting B&M France’s dynamic
and results-driven culture. In response to
feedback, B&M France introduced a monthly
internal newsletter in January 2026 to further
strengthen communication across stores,
distribution centres, and the support centre,
fostering pride and a sense of belonging. A
structured action plan was also developed,
focusing on enhancing communication and
recognition while building on the strong team
spirit and the B&M concept.
Colleague wellbeing
The wellbeing of colleagues is a priority across
the Company, with programmes in place to
support physical, mental, and social health. All
colleagues have access to a comprehensive
Employee Assistance Programme (EAP),
accessible 24 hours a day, all year round. The
EAP offers a helpline for personal, professional,
and legal matters. Mental Health First Aiders
are available across all businesses, with contact
details accessible through internal platforms
and colleague apps. In B&M UK, these initiatives
are complemented by a strong internal support
network, ensuring colleagues have timely
access to wellbeing guidance and resources.
B&M France has enhanced its wellbeing
provision through a mandatory insurance
scheme covering illness, accidents, disability,
and death, as well as common social
assistance situations. Health benefits were
further strengthened during FY26 to include
improved cover for optical care, dental
care, and medicines not reimbursed by the
national health service. To support social
wellbeing, B&M France runs a programme
of community events, including a Christmas
jumper day, a children’s Christmas party and a
summer barbecue, fostering connection and
engagement across the workforce.
Heron Foods maintains a robust foundation
of mental health and wellbeing support, also
establishing Mental Health First Aiders as well
as awareness sessions for line managers, and
ongoing refresher training. Wellbeing initiatives
are reinforced through internal communications,
including newsletters and dedicated monthly
campaigns, and plans are in place to report on
anonymised EAP engagement from FY27.
Colleague reward and recognition
Recognising and rewarding colleagues for
their hard work and dedication remains central
to the Company’s people approach. B&M UK
held four ‘double discount’ events during FY26,
two of which included fast-moving consumer
goods (FMCG) products, providing a tangible
benefit to colleagues.
Area managers, store managers, and
department managers in Retail continue
to participate in an annual performance-
related bonus scheme, paid in April, alongside
additional bonus incentive competitions
that reward sales growth and best-seller
performance over defined periods. Distribution
centre managers at the team manager level
and above are also eligible for an annual
performance bonus. During the year, 391 retail
colleagues were promoted internally through
Step Up programmes, following completion
of structured and final assessments,
demonstrating the Company’s focus
on developing talent from within.
Diversity and equality
B&M values colleagues of all ages and
backgrounds. Across the Company, team
members range in age from 16 to 84, reflecting
the inclusive, wide-reaching culture we are
proud to have built. We actively support age-
diverse employment and provide targeted
pathways for individuals navigating structural
change within the retail sector, helping them
access meaningful opportunities and develop
within the business. As a proud Disability
Confident employer, B&M is committed to
creating an environment where candidates with
health conditions can thrive. This commitment
is embedded in our approach: we offer
mentoring, apply reasonable adjustments
throughout the recruitment process, and
ensure that no candidate is disadvantaged by
their circumstances.
At the FY26 year-end, the Board achieved
63% female representation, with five of
the eight Board members being women,
an increase from 50% in FY25, reflecting
the continued evolution of its composition.
In accordance with the Listing Rules, the
Board includes a female member in a
senior position and one member from
an ethnic minority background. Female
representation within senior management
reporting directly to the Board or Executive
Committee stood at 43% at the end of FY26,
meeting the Company’s target. Across the
wider Company, the proportion of female
colleagues remained consistent at 55%,
demonstrating a broadly inclusive workforce
composition. Ethnic minority representation
within senior management reporting directly
to the Board or Executive Committee
remains below target at the end of FY26.
The Company recognises that this is an area
requiring focused attention and is firmly
committed to its voluntary target of 10%
ethnic minority representation within senior
management by the end of FY27. To support
delivery of this ambition, B&M continues to
review its policies and recruitment practices
and has embedded diversity data collection
across new starter onboarding, covering
ethnic origin, sexual orientation, religion,
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disability, and gender, ensuring the Company
has the insight needed to drive measurable,
lasting change.
Heron Foods continues to apply an equal
opportunities framework designed to ensure
fairness and consistency across all stages of
hiring. Job descriptions are drafted in inclusive,
neutral language and advertised across broad
channels to maximise reach. The Heron Foods
careers site features an accessibility toolbar
accommodating a range of needs, including
visual impairments, dyslexia, ADHD, and motor
impairments. Structured interview frameworks
and objective assessment criteria are applied
consistently, with multiple decision-makers
engaged where possible to reduce the risk of
bias. Hiring managers have access to training
on inclusive practices and unconscious bias,
and reasonable adjustments are available
to candidates throughout the process.
Recruitment advertising is regularly reviewed
to attract candidates of diverse ethnicities,
backgrounds, and genders.
Gender pay gap reporting
In accordance with the Equality Act (gender pay
gap information) regulations, B&M publishes
annual gender pay gap data for both B&M UK
and Heron Foods as of 5 April 2025. Colleagues
in France are not included, and full reports are
available on our website. In FY26 the mean
hourly pay gap in B&M UK was 7.1% in favour
of males, an improvement from 8.8% in FY25,
with the median gap at zero. Bonus eligibility
remains skewed: 21.8% of male colleagues
received a bonus compared to 8.2% of female
colleagues, with mean bonuses 34.4% higher
for males. The Company continues to monitor
and address these differentials.
B&M France operates under a negotiated
gender equality agreement with trade unions,
guaranteeing equal treatment for employees
returning from family leave, regular management
awareness-raising on gender equality, and
maintaining health cover for colleagues on
parental leave for one year.
Heron Foods, as a UK employer of over 250
employees, is required to publish gender pay gap
data annually. As of 5 April 2025, the workforce
was 64.1% female. The mean hourly pay gap
was 12.9% and the median 4.7%, driven primarily
by lower female representation in the upper
pay quartile, where males account for 53.1%
of upper pay quartile employees. The bonus
gap is more pronounced, with a mean 40.5%,
a median 44.4%, largely reflecting a significant
disparity in eligibility: 27.0% of male employees
received a bonus compared to 4.6% of female
employees. Heron Foods remains committed to
equal opportunities and will continue to monitor
these figures as part of its broader diversity and
inclusion agenda.
Health and safety
The Board maintains overall responsibility for
health and safety across the Company, with
key performance indicators, including accident
reporting data, reviewed by the Board and
executive management team on a quarterly
basis. A dedicated team of qualified health
and safety professionals ensures statutory
compliance and keeps colleagues informed
of Company policies. Store management
teams are trained as responsible persons,
with a qualified individual present in every
store at all times. All new recruits receive health
and safety training at induction, followed by
a structured 12-week review period. Store
managers undertake fire safety and health and
safety refresher training every six months, and
recycling training annually. In FY26, B&M UK
recorded 95 reportable accidents, equating
to a rate of 0.11 per store across 275 million
customer transactions, with 7,215 store
colleagues trained as responsible persons.
During the year, B&M UK advanced several
framework enhancements, including a review of
internal compliance audit processes, expanded
Mental Health First Aid provision across the
estate, and a refreshed approach to manual
handling training. B&M France continues to
conduct regular site safety inspections and is
progressing its health and safety committee
investigation, with a structured action plan
being developed to address and prevent
recurring incidents.
Corporate social responsibility continued
B&M is committed to making a meaningful
contribution to the communities in which it
operates through employment, mentoring, and
the provision of good-value products. Store
openings remain a key vehicle for community
investment, with each new site generating local
jobs and direct support for local causes.
Store growth and local employment
Store openings remain one of the most direct
ways the Group invests in the communities it
serves, bringing employment to local areas. In
FY26, B&M UK opened 41 new stores, bringing
its total to 799, as it progresses toward its
long-term target of 1,200 nationwide. These
openings created 1,400 new jobs (see page
22), with 2,323 people attending Jobcentre
information sessions and 986 unemployed
Jobcentre customers placed into roles,
demonstrating the tangible employment impact
each new store brings to its community. A
further 3,172 unemployed people completed the
work experience programme during the year,
of whom 1,971 were offered paid employment.
New opening, refit, and relocation events, also
generated £10,250 in charitable contributions
directly to locally nominated organisations.
Beyond store openings, the Ellesmere Port
import centre, which opened in summer 2025,
has created 250 roles to date within the local
area, with a further 50 planned by the end of
FY27 as the site continues to scale.
B&M France opened 12 new stores in FY26,
creating approximately 145 new jobs and 5
work-study positions.
Job creation per store ranged from 6 to 23
roles depending on store size and format, and
each opening provided €300 vouchers to
two local charities nominated by town halls,
ensuring support was directed to causes
relevant to each community. Heron Foods
built on its 14 openings in FY25 by adding
a further 11 stores in FY26, creating 149
new jobs and reinforcing its commitment to
sustainable growth and local investment.
Colleagues continued to visit local schools to
provide mentoring, apprenticeship guidance,
Our commitment to our communities is to be a positive
presence, contributing to local economies and supporting
relevant charitable initiatives.
Communities
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and careers advice, and the business
remained a participant in the Too Good to Go
scheme, enabling communities to purchase
surplus food at a reduced cost and reducing
unnecessary waste.
Across all businesses, the Group also
maintained its Armed Forces Covenant
commitments, offering guaranteed interviews
to service leavers and relocating spouses,
alongside discount days for active service
members.
Charitable initiatives
During FY26, B&M UK’s charitable activity
spanned a wide range of causes. Third-party
fundraising activity across the supply chain
generated £10,406 through colleague-led
initiatives, including item donations, dragon
boat races, and raffles, with beneficiaries
including Clatterbridge Cancer Centre, Sue
Ryder, Macmillan Cancer Support, and the
Poppy Appeal.
Direct Company donations totalled £4,885,
distributed to children’s trusts, local schools,
sports clubs, and community members.
Support for Cash for Kids totalled £13,056 in
direct cash donations and £22,500 in direct
gift donations, with a further £11.1m raised
through third-party partnership fundraising,
reaching 225,792 children across the UK.
In addition, B&M UK donated 127 pallets of
stock, 42 boxes, and 68 cages of goods to
charities, providing essential products to
organisations in need.
Heron Foods’ total charitable contributions
in FY26 amounted to £89,504, with Cash for
Kids among the key beneficiaries, supporting
children affected by poverty, illness, and neglect.
B&M France combined goods donations with
active community engagement throughout
FY26. Colleagues participated in a blood
donation programme, and €537,447 worth
of goods, including food, beverages, textiles,
and furniture, was distributed to organisations
such as Restos du Cœur and Secours
Populaire, ensuring vital assistance reached
local communities and vulnerable populations.
B&M France also supported community health
initiatives, including participation in the annual
5km walk and run to raise funds for breast
cancer research.
Establishing and maintaining strong, long-
standing relationships with our suppliers is
central to the B&M business model. Many of
our supplier partnerships span many years,
with suppliers sharing in the Company’s growth
and benefiting from our transparent pricing
model, which minimises the use of rebates and
retrospective discounts. We set high standards
across our supply chain and communicate our
expectations clearly to ensure all partners meet
the same ethical standards that define B&M.
Ethical trading and
supplier engagement
In FY26, the Company continued to engage
with its largest suppliers on ethical conduct,
encompassing modern slavery, anti-
corruption, and broader ESG responsibilities.
In the previous year, B&M deployed its ESG
supplier questionnaire to 100 suppliers,
representing 61% of supplier spend. The
questionnaire assesses suppliers’ Greenhouse
gas (GHG) emissions measurement processes,
reduction activities and wider ESG ambitions,
supporting engagement with suppliers on
climate-related topics. Given operational
priorities during FY26, the programme was not
expanded further. The Company intends to
revisit this engagement approach in a future
reporting period, with a view to strengthening
supplier engagement and supporting progress
towards its longer-term climate ambitions.
In partnership with the Company’s Hong
Kong-based sourcing agents, Multi-lines
International Company Limited (Multi-lines)
and Goodmans International Company
Limited (Goodmans), ESG considerations are
systematically embedded into our supplier
oversight framework. All overseas suppliers
undergo mandatory Social Compliance Factory
Audits (SCFAs) and Factory Technical Audits
(FTAs), conducted by accredited independent
third parties to ensure rigorous impartiality and
full alignment with internationally recognised
human rights, ethical, and environmental
standards. In one recent example, a Multi
Lines supplier completed a comprehensive
Social Compliance Audit spanning 13 key
performance areas, demonstrating strong
performance across labour rights, fair
remuneration, occupational health and
safety, environmental protection, and ethical
business practices. These audits are central
to B&M’s company-wide commitment to
responsible sourcing, providing a structured,
transparent mechanism for continuous
supplier engagement and accountability for
ESG matters.
Anti-bribery and corruption
The Company maintains a zero-tolerance policy
on bribery and corruption across all businesses.
All colleagues’ complete annual anti-bribery
and corruption training, and each business
operates robust whistleblowing procedures
to ensure transparency and accountability at
every level. Colleagues have access to policy
documentation, training resources, and the
compliance team for ongoing guidance. The
Company’s annual due diligence review of
buying teams across the UK, France, and Heron
Foods identified no instances of bribery or
corruption in FY26. Heron Foods communicates
its anti-corruption policy to all new and existing
suppliers annually, alongside its modern slavery
policy, with both policies formally embedded in
its standard terms and conditions.
Anti-modern slavery
B&M maintains a zero-tolerance stance on
modern slavery, forced labour, and human
trafficking across all aspects of its operations
and supply chain. This commitment is
embedded in the Company’s Workplace Policy
Statement, which sets out the standards
and protections all colleagues can expect, as
well as the ethical principles all suppliers must
uphold. Standard terms and conditions of
purchase make adherence to these standards
a condition of trading with the Company. Due
diligence is risk-based, prioritising suppliers
by country of origin. For leading domestic
branded suppliers, reasonable reliance is placed
on their established compliance frameworks.
For imported and General Merchandise, a
significant proportion of the Company’s range,
Our commitment to our supply chain is to work with suppliers who
share our values of ethical business practices, fair treatment of
workers, and environmental responsibility.
Supply Chain
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more extensive verification applies; suppliers
must complete compliance questionnaires
and provide independent audit certification
confirming adherence to local laws, including
labour practices. Products sourced through
Multi-lines and Goodmans are audited by
accredited external providers, primarily under
the Amfori BSCI framework, which drives
improvements in social performance and
working conditions across global supply chains.
The internal audit team additionally reviews
certifications and conducts periodic visits of
Multi-lines and visits as part of its annual cycle.
The Workplace Policy was communicated to
suppliers across all three businesses during
the year and is reviewed at least annually. B&M
France requires all suppliers to sign the policy,
which sets a zero-tolerance policy for forced
and child labour and requires compliance
with health, safety, and environmental
requirements. Heron Foods similarly requires
suppliers, contractors, and third parties to
prohibit forced or bonded labour, not engage
workers under 16, treat workers fairly and
transparently, comply with local wage and
hours legislation, provide safe conditions, and
respect freedom of association and human
dignity. All parties must cooperate fully with
audits and compliance enquiries.
No instances of modern slavery, forced labour,
or human rights abuses were reported in FY26.
The Modern Slavery Statement is updated
annually, most recently in November 2025,
marking a decade of disclosure under the
Modern Slavery Act 2015, and remains publicly
accessible alongside the Workplace Policy at
www.bmstores.co.uk, www.bandmretail.com,
and www.heronfoods.com.
Quality assurance
The Company applies a comprehensive quality
assurance process to all its own brand and
general merchandise products, encompassing
rigorous pre and post-production testing,
in-house assessments, and certified external
testing partners. This framework is designed to
ensure that all products are safe, consistently
high-quality, fit for purpose, and compliant
with all applicable legislation, meeting the
expectations of customers across every
Company business. B&M collaborates with
trusted global certification bodies to ensure
compliance with international standards.
Multi-lines and Goodmans conduct detailed
on-site factory inspections prior to shipment
to verify that all products meet Company
specifications and quality requirements.
For leading household brand suppliers, the
Company places reasonable reliance on their
independently verified risk management
frameworks. All overseas suppliers are
required to submit a social compliance report,
independently reviewed by Multi-lines and
Goodmans, assessing adherence to legal,
environmental, and labour standards. Buying
teams conduct on-site visits to new suppliers
to confirm alignment with Company values
and requirements. In FY26, the established
quality assurance framework remained fully
operational across all Company businesses,
with no material changes to product testing
protocols, in-house inspection processes, or
supplier audit approach.
Corporate social responsibility continued
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TCFD
Task Force on Climate-related
Financial Disclosures
Introduction
B&M (‘the Company’) recognises that
climate change is a pressing and growing
challenge for businesses, communities and
society. As a responsible business, we are
committed to understanding and reducing
our environmental impact. However, we also
understand that climate change presents
an opportunity to innovate, mitigate, adapt,
and provide sustainable growth in a world
transitioning towards low carbon. The
Task Force on Climate-Related Financial
Disclosures (TCFD) provides a framework
to help us understand how our operations
affect the changing climate, and how climate
change can, in turn, affect the Company’s
performance and profitability. Whilst the
significant risks of climate change are yet to be
fully understood and felt, we understand the
need to take a proactive approach to mitigate
the impacts. In FY26, B&M has complied
with the requirements of UKLR 6.6.6R(8) by
including climate-related financial disclosures
consistent with the TCFD recommendations
and recommended disclosures.
Our disclosures align with Section C of the
2021 TCFD Annex, ‘Guidance for All Sectors,’
and Section E, ‘Supplemental Guidance for
Non-Financial Groups’. In FY26, we have met all
(11 of 11) mandatory TCFD recommendations,
reflecting our commitment to transparent,
rigorous, and accountable climate governance.
B&M actively contributes to wider industry and
national initiatives, including the British Retail
Consortium’s (BRC) climate action roadmap,
supporting our net zero ambition by FY40. For
the purposes of this report, net zero is defined
as a 90% absolute reduction in Scope 1, 2,
and 3 emissions by FY40, with the remaining
10% offset.
Climate governance
Board’s oversight of climate-related
risks and opportunities
The Board holds overall responsibility for
climate and ESG matters. The Board delegates
key responsibilities to the Company’s executive
committee comprising members of the broader
senior management team (together, the
‘ExCo’), who are responsible for the day-to-day
operational and strategic matters in relation
to each of the businesses of the Company,
including the responsibility for identifying,
assessing and managing climate-related
risks and opportunities annually.
Table 1: B&M’s climate governance structure
Role Climate responsibility
B&M Board
• Climate-responsibility: Overall responsibility for climate strategy and oversight.
• Frequency: Climate change is a standing agenda item discussed at all six meetings. Climate updates provided for
all Board meetings by the Chief Financial Officer (‘CFO’), General Counsel, and Chief Compliance and ESG Officer
(‘CCO’), supported by input from ExCo.
ExCo
• Climate-responsibility: Leads the annual identification, assessment, and management of climate-related risks
and opportunities across the Company, in collaboration with internal functions and external ESG advisors where
required. Annually reviews the Group’s climate scenario analysis with the key outcomes presented to the Board.
Provides ongoing oversight of the operational and strategic management of these matters across B&M UK, B&M
France, and Heron Foods.
• Frequency: Meets weekly and discusses climate change on an ad hoc basis, including climate-risk mitigation
measures and regulatory reporting updates. Climate updates from our third-party ESG consultants, Inspired
ESG, are provided by the CCO & sustainability analyst and coordinator (‘SAC’) when required. The CCO and SAC
communicate with Inspired ESG weekly. ExCo reported to the CFO on climate matters six times in FY26.
Chief Compliance and
ESG Officer (‘CCO’)
and sustainability
analyst and
coordinator (‘SAC’)
• Climate-responsibility: Facilitates data collection for emissions, climate scenario analysis, TCFD, Climate-related
Financial Disclosure (CFD) & ESG reporting.
• Frequency: The SAC reports to the CCO frequently, who communicates climate matters to ExCo on an ad-hoc
basis. Climate-related updates are communicated to the Board through structured reports prepared by the CFO
and General Counsel, supplemented by ExCo inputs and Inspired ESG updates.
Departmental teams
• Climate-responsibility: Implement climate-related mitigation and adaptation measures and escalate all climate
risks to the ExCo if required. Contribute data for Company-wide climate monitoring and assessments.
• Frequency: Reports to the Exco on an ad-hoc basis.
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Board level oversight
In FY26, the Board met six times. The Board
exercises oversight of climate change-related
risks and opportunities via a standing agenda
item at all Board meetings. Key topics of
discussion during Board meetings in FY26
included Corporate Sustainability Reporting
Directive (‘CSRD’), the implementation of
energy efficiency measures and the data
collection process for emissions calculations.
To ensure the Board is updated and informed
at all meetings, regular reports are provided by
the CFO and General Counsel, supported by
input from ExCo. Progress against climate-
related targets is monitored through updates
from the CFO and General Counsel, enabling
the Board to review implementation and
performance against the Company’s climate
strategy. In FY27, the Board will be provided
with an update on the FY26 progress, including
emissions. The Board is supported by internal
management and ESG teams, who provide
technical expertise on climate-related risks,
regulatory developments and reporting
requirements, including annual compliance
with TCFD. This support enables the Board
to effectively oversee and interpret climate-
related matters.
The Board considers climate-related issues
when reviewing and guiding the Company’s
strategy. The Board have signed off on
investments for the net zero journey, such as
building energy management systems (BEMs),
which are expected to have a significant impact
on carbon emissions in future years.
Management level oversight
ExCo operates under delegated authority
from the Board and is responsible for the
identification, assessment, implementation and
operational management of climate-related
risks and opportunities. The Company applies
internal controls to help ensure that climate-
related risks and opportunities are effectively
identified, assessed, and managed annually.
For example, the Company works closely
with Inspired ESG to appropriately identify
climate-related risks annually, overseen by the
ExCo. The FY26 climate scenario analysis was
reviewed by ExCo. ExCo met on a weekly basis
in FY26 and discussed climate change when
required. To effectively assess and manage
climate risks, ExCo reviewed the identified FY26
climate risks and received an impact summary
for each, such as which sites are at risk from
the physical impacts of climate change
and the effectiveness of current mitigation
measures. To assess climate risks, initial scores
were assigned to each identified risk by the
CCO and shared for input with ExCo, which
determined the material risks for FY26 (see the
Risk Management section for the risk scoring
process, page 45). ExCo then communicates
with departmental teams where required to
ensure mitigation measures are implemented
and climate risks are effectively managed
across the Company. For example, flood
defences have been installed such as barriers,
maintained by the store team.
In FY26, an SAC joined the Company, who,
alongside the CCO, met weekly with Inspired
ESG to support the ExCo in their climate
responsibilities and to collect data for TCFD
reporting obligations. In FY26, Inspired ESG
also supported the Company by facilitating
climate risk management workshops, which
occur annually. These were attended by
departmental team leads and the SAC and
served as a platform for climate capacity-
building for management, best practice
sharing, mitigation review, and assessment of
climate-related risks and opportunities. These
workshops also guide financial planning as
mitigations are developed where needed.
Executive Directors’ remuneration has been
linked to the Company’s achievement of
metrics relevant to its ESG strategy, including
those of climate-related matters. For more
information, please see the Remuneration
Committee report on page 76.
Strategy
B&M is committed to annually understanding
the actual and potential, direct and indirect
impacts of climate risks and opportunities.
Climate risks include both transition and
physical risks. Transition risks are associated
with the shift to a low-carbon economy. There
are four transition risk categories: policy and
legal, market, reputation and technology.
Transition risks are identified at the Company
level. Physical risks are climate impacts that can
be acute (event-driven), such as heatwaves or
flooding, or chronic (long term shifts in climate
patterns), including sea level rise and rising
mean temperatures. Physical risks are identified
at the subsidiary (B&M UK, B&M France and
Heron Foods) site level.
To support the ExCo in identifying climate risks
across the business, Inspired ESG conducted
climate scenario analysis on the Company’s 60
highest revenue generating sites in January
2026. This process also looked at the actual
and potential impact of physical and transition
climate risks on the Company’s supply chain.
The Company has defined three time horizons
(short-, medium-, and long-term) to align with
the expectations of the TCFD and to reflect how
climate-related risks and opportunities evolve
over time, as well as how they are managed
within the business:
• Short-term (2025-2027) – aligns with our
Scope 3 target to engage 67% of suppliers
(by spend) in setting science-based targets
by FY27. Transition risks intensify in this
timeframe with increasing operational
and regulatory risks. Acute extreme
weather events, such as heatwaves, cause
disruption. The short-term timeframe allows
the Company to make operational decisions
based on climate change.
• Medium-term (2028-2033) – aligns with
our 25% absolute reduction in Scope 1
and Scope 2 (location-based) emission
target by FY31 (from FY21 baseline).
Supports medium-term investment and
transition planning. Some chronic physical
risks become more noticeable in the
medium term, such as water stress. The
medium term allows the Company to make
investment and transition plans to mitigate
climate risks and capitalise on opportunities.
• Long-term (2034-2050) – aligns with
our net zero target of 90% absolute
reduction in Scope 1, Scope 2 (location-
based) and Scope 3 by FY40 (from FY21
baseline). This timeframe focuses on
assessing structural and systemic climate
impacts, including alignment with the net
zero transition pathway and exposure to
long-term physical risks such as sea level
rise and other chronic climate hazards. It
represents the period in which significant
structural changes to the business model
and operations are expected to be required.
Climate scenario analysis is a strategic
planning tool used to assess climate-
related risks and opportunities, helping
organisations understand and evaluate
the potential impacts of various possible
future scenarios. Scenarios challenge the
‘business-as-usual’ mindset by offering
plausible representations of future climate-
related conditions. They help illustrate
potential increases in the frequency and
severity of physical impacts, as well as
transitional risks that may arise in the shift
toward a low-carbon economy.
Using multiple scenarios provides valuable
insights into the range of possible outcomes
associated with the strategic and financial
implications of climate-related risks and
opportunities. In February 2026, the Company
analysed the resilience of its business model
and strategy against three distinct warming
pathways, <2°C (proactive scenario), 2-3°C
(reactive scenario) and >3°C (inactive scenario),
and found that the Company is resilient to
the three climate scenarios (Table 2). The
three warming scenarios were selected to
reflect a range of global responses to climate
change, from maintaining current practices to
rapidly adopting a low-carbon economy. The
findings of the climate scenario analysis were
presented at two climate risk management
workshops in February 2026, attended by
relevant stakeholders, such as departmental
leads. Each scenario was selected to represent
a range of high- and low-risk outcomes,
while also identifying opportunities to
enhance resilience across the Company.
Climate resilience allows the Company to
respond to the impacts of climate change,
TCFD continued
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Strategic report
Table 2: Climate scenario warming pathways and B&M’s resilience strategy
Scenario Description and resilience strategy
<2°C
Proactive
scenario
In this scenario, organisations align with the Paris Agreement and set net zero targets by 2050, with governments introducing policies
in a structured manner.
Impact on the Company: Transition risks continue to impact the Company, with increasing reporting requirements requiring extensive
data collection. Increased pressure to decarbonise our operations means increasing investment in energy efficiency measures. This has
a financial impact on the Company.
Resilience of business model and strategy: B&M works closely with Inspired ESG to remain compliant with climate and ESG reporting
requirements. The Company is proactive in its decarbonisation efforts, investing in energy efficiency measures (see page 49) and ensuring
climate change is integrated into the business strategy, enhancing the Company’s resilience.
2-3°C
Reactive
scenario
Under the reactive scenario, physical climate risks intensify and increasingly disrupt supply chains. In response, governments introduce
measures in a delayed and fragmented manner, often through uncoordinated policies. This staggered approach leaves companies with
limited time to adapt and comply.
Impact on the Company: B&M’s supplier base largely operates in Asia, where physical risks can be heightened, such as typhoons,
potentially impacting the supply chain. Delays in shipments could have a financial impact on the Company.
Resilience of business model and strategy: B&M’s annual engagement with Inspired ESG tracks progress against the Company’s
near-term and net zero targets and facilitates annual reviews of climate-related risks to evaluate the effectiveness of mitigations. B&M
annually assesses the impact of physical risks on the Company. Mitigation measures are in place, such as multi-port use in Asia to
avoid shipment delays if one port is closed.
>3°C
Inactive
scenario
Governments and businesses largely continue operating as ‘business as usual’, with minimal uptake of net zero commitments, leading
to a sustained increase in emissions.
Impact on the Company: Operations are at risk of physical and transition risks, with energy prices being volatile and weather events
being extreme due to lack of climate mitigations globally. This can have a negative financial impact on the Company.
Resilience of business model and strategy: The Company continues to invest in low-emission technology to reduce emissions,
annually reporting progress under the TCFD, ensuring transparency. B&M expanded climate governance roles in FY26 (see page 39),
demonstrating it is an area of focus. B&M has assessed the resilience of the business strategy against this scenario and considers it to
be operationally and financially resilient.
managing them effectively and capitalise
on opportunities, contributing to a strong
financial position for the Company. The climate
models used in this analysis draw on data
from the Intergovernmental Panel on Climate
Change’s (IPCC) Representative Concentration
Pathways (RCP), the International Agency’s
(IEA), World Energy Model (WEM), the Network
for Greening the Financial System (NGFS), and
other established models. The utilised models
are in alignment with ISO 14091 Adaptation to
Climate Change standards.
While scenario analysis offers valuable insights,
it is important to recognise its inherent
limitations, such as potential inaccuracies in
both actual and projected outcomes, and the
risk of over- or underestimating data. Despite
these challenges, it remains a crucial tool
for understanding climate-related risks
and opportunities.
The Company has undertaken a qualitative
assessment of climate-related risks and
opportunities at an operational level,
considering impacts on revenue and costs,
including regulatory changes and rising mean
temperatures. For example, increasing average
temperatures may increase future investment
needs for cooling systems or energy efficiency
upgrades across B&M stores and distribution
sites. These are managed through ordinary
course of business.
Climate risk assessment results
The climate scenario analysis identified 19
climate-related risks and six opportunities. Of
these risks, 13 were related to a transition to a
low-carbon economy and six were related to
the physical environment. Climate risks were
assessed to determine the likelihood of the
risk occurring in the Company’s operations
and the impact should the risk materialise. To
understand where the Company should focus
its resources, each risk was assigned a score
using the Company’s risk matrix (see Risk
Management, page 45 for more information).
Climate change was first deemed an
emerging risk in FY22, and this classification
has remained the same since. B&M’s climate
scenario analysis has been used to help guide
business strategy, risk management, and
day-to-day planning and influence mitigation
actions. Please find more detail in Table 3
(transition risks), Table 4 (physical risks),
and Table 5 (climate-related opportunities).
For further details of the Company’s climate
scenario analysis on warming pathways and
the potential impact of the climate-related
risks on the Company’s business model
and strategy.
Transition risks
One transition risk (enhanced emissions-
reporting obligations) was deemed material
to the Company for FY26. This outcome
reflects the Company’s proactive approach
to enhancing its climate risk management
processes, underpinned by its ongoing
support from Inspired ESG. The reviews of
the Company’s current mitigation measures
indicated where it should focus available
resources to increase efficiency. Transition risks
are reassessed annually to maintain resilience
and preparedness in an ever-changing
regulatory and market landscape. No transition
risks, including enhanced emissions-reporting
obligations, were deemed material in FY25.
Overall, in FY26, transition risks were not
perceived to have a high financial impact on
the Company. Transition risks are identified at
the Group level. Assessment time horizons and
methodologies do not vary by geography.
Physical risks
The Company identified one material physical
risk to the business in FY26, which was rising
mean temperatures (Table 4). This risk was
also deemed material in FY25. This risk has
long-term implications, including increased
operational costs, workforce productivity
challenges such as heat stress and absenteeism
and potential revenue losses from temperature-
sensitive goods like confectioneries. Given the
increasing likelihood of extreme weather events,
the Company intends to continue to monitor
physical risks annually.
Overall, in FY26, physical risks continued to be
effectively managed and therefore do not have
a high financial impact on the Company.
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Annual Report and Accounts 2026
Table 3: B&M’s material climate transition risk FY26
No. Impact description Mitigations
T1
Enhanced emissions-reporting obligations
Timeframe: Medium – long term (2028-2050);
Warming scenario: 2-3°C, >3°C;
Overall score: B
Actual impact area: The Company has experienced an increase in climate-related reporting
(e.g., SECR, ESOS, CFD), which has a potential impact on revenue due to greater demand for internal
personnel, third-party consultants and auditor fees required to achieve compliance. B&M sources
products from regions with widely varying environmental reporting capabilities, making Scope 3
data collection and emissions reduction challenging due to limited carbon-tracking and targets
among factories, a complexity compounded by the nature of climate-related supply chain risks. UK
Sustainability Reporting Standards (SRS), based on IFRS S1 and S2 have been established for voluntary
reporting, with potential mandatory reporting applying from January 2027, which could impact B&M.
Additional climate reporting such as stricter Extended Producer Responsibility (EPR) and packaging
waste rules requires detailed reporting on materials, weights, and recycling, increasing administrative,
legal, and financial burdens. Additionally, exposure to London’s Ultra Low Emissions Zones (ULEZ)
may raise fleet operating costs. France’s National Low-Carbon Strategy (SNBC) targets a 40% fossil
fuel reduction by 2030, potentially pressuring B&M France. The EU’s CBAM will tax carbon-intensive
imports, raising procurement costs, and the UK is considering a similar scheme from 2027. B&M are
monitoring CBAM to understand the potential impacts on the business. These policies are driven by the
need to mitigate climate change by reducing carbon emissions and transitioning economies away from
fossil fuel dependence.
Potential impact area: Changes to UK and EU rules on green labels could harm the Company’s
reputation; by 2026, EU companies must support environmental claims with credible third-party
verification, with generic or unsubstantiated claims banned.
The Company views EPR as both
a challenge and an opportunity,
working with buying teams and
suppliers to reduce packaging costs.
Despite the complexity of data
reporting, especially for international
suppliers, the Company is improving
information collection processes. The
EPR compliance process is expected
to become more manageable
over time. The Company does not
currently apply an internal carbon
price but monitors developments.
Linked metrics and targets: M1,
M2, M3.
Physical risks are identified at the site level
across the UK and France. Assessment time
horizons and methodologies do not vary
by geography.
Opportunities
Beyond mitigating risks, the Company’s
climate-related risk analysis in FY26
highlighted six key opportunities that can drive
long-term business value. These opportunities
focus on resource efficiency, energy source,
products and services, markets, resilience
and reputation. By adopting energy-efficient
technologies and investing in low-emission
energy solutions, the Company can reduce
operational costs, improve productivity and
mitigate risks associated with energy market
volatility. Additionally, exploring new low-
emission products and enhancing climate
resilience through adaptive measures is
expected to create growth potential and
ensure long-term business stability. The
Directors believe that as climate-related
expectations evolve, aligning with these trends
offers reputational benefits and the potential
to attract new investors and customers.
Opportunities are identified at the Group level.
Assessment time horizons and methodologies
do not vary by geography.
TCFD continued
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Strategic report
Table 4: B&M’s material climate physical risk FY26
No. Impact description Mitigations
P1
Rising mean temperature
Timeframe: Long term (2034-2050);
Warming scenario: >3°C;
Overall score: B
Actual financial impact area: increased operational expenditures
B&M have experienced chiller failure and stock damage as a result of rising temperatures.
This has led to damage to customer loyalty.
Potential financial impact area: increased operational expenditures
60/60 (100%) of the Company’s sites analysed will experience rising mean temperatures in
the long term of the Inactive scenario, including Dartford, Hull and Bordeaux.
Rising temperatures may increase the Company’s energy consumption, as greater demand for
cooling raises electricity use and costs, while higher temperatures reduce the efficiency of electrical
systems, further increasing energy demand. Labour productivity may decline due to more heat-
related employee absences, leading to higher overtime and temporary staffing costs. Cooling
systems can also be water-intensive, exposing the Company to higher water costs and potential
resource constraints in a hotter, drier climate.
The Company may experience increased capital expenditure to invest in cooling and low-emission
technologies, as well as to improve building efficiency through renovations, which could also cause
temporary store closures and impact revenue. Regulatory risks may arise if governments introduce
indoor temperature limits, requiring further investment to ensure compliance.
Operationally, unpredictable temperatures could disrupt inventory management, causing stockouts
of seasonal goods and resulting in lost sales. Additionally, climate-related disruptions in supplier
countries may affect shipping routes and ports, increasing import and freight costs.
Elevated Benz system (AI trials)
to detect chiller failures early,
preventing stock loss, and balances
heating, cooling, and lighting for
overall efficiency. Currently, this
has been rolled out in 100% of new
stores, with retrofits for 100 stores
set for completion by mid-April. Older
stores still rely on traditional systems.
Air Conditioning (A/C) is not in all
stores but is prioritised for new
locations.
B&M have engineers to fix chiller
breakdowns. Over the last 12 months
B&M have undertaken a rollout to add
doors onto chillers to save energy.
B&M also hire cooling and heating
equipment when required at stores
that don’t have the equipment
installed.
Linked metrics and targets: M1,
M2, M3.
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Table 5: B&M’s climate opportunities FY26
No. Opportunity description How B&M can capitalise
OP1 Resource efficiency – Adoption of energy-efficient technologies,
more efficient transport and distribution processes, and increased
recycling, alongside potential relocation to more efficient buildings if
required, and reduced water use and consumption. Financial benefit
can occur by reducing operating expenses because of increased
efficiency (e.g. energy costs).
Timeframe:Short-Medium term (2025-2033);
Warming scenario: <2°C, 2-3°C
Linked metrics and targets: M1, M3.
The Company can reduce energy use through efficient lighting,
HVAC, insulation, and refrigeration, lowering costs, emissions,
and exposure to energy price volatility. Transport optimisation
and lower-emission vehicles can reduce fuel costs and carbon risk.
This can reduce operating expenses due to increased efficiency.
Lighter, more recyclable packaging and better design can reduce
material, disposal, and regulatory costs. Improved forecasting
can reduce overstock, waste, and working capital needs, while
reuse and resale initiatives can generate secondary revenue and
strengthen environmental performance.
OP2 Energy source – Deployment of low-emission energy technologies
and a shift toward decentralised energy generation. Financial benefit
can occur through a reduction in operating expenses as self-generated
electricity can be used in business operations and excess sold to the
grid. Returns on investment can occur for low-emission technology.
Also, reducing exposure to future fossil fuel prices means there will be
less sensitivity to changes in the cost of carbon.
Timeframe:Short-Medium term (2025-2033);
Warming scenario: <2°C, 2-3°C
Linked metrics and targets: M1, M3.
The Company can source more renewable electricity via green
tariffs or Power Purchase Agreements (PPAs) and install onsite
solar to cut Scope 2 emissions and energy price exposure.
Transitioning to low-carbon heating (e.g., heat pumps) can reduce
Scope 1 emissions and long-term costs. Adopting low-emission
transport and route optimisation can lower fuel use and costs,
while energy efficiency measures and smart energy sourcing
can further reduce costs, emissions, and improve resilience.
OP3 Products and services – Development of low-emission products
and services, enabling business diversification and alignment with
shifting consumer preferences. Increased revenue can occur through
demand for lower-emission products and services. Offering more
sustainable products provides a better competitive edge to reflect
shifting consumer preferences, resulting in increased revenues.
Timeframe:Short-Medium term (2025-2033);
Warming scenario: <2°C, 2-3°C
Linked metrics and targets: M2, M3.
Extending product lifecycles through durability, repairability, or
modular design can reduce waste, costs, and emissions while
improving customer satisfaction. Introducing lower-carbon food
options (e.g., plant-based) can cut Scope 3 emissions and appeal
to eco-conscious consumers. Better forecasting, inventory
management, and redistribution can minimise waste and disposal
costs, while reuse and donation initiatives add social value. Optimised,
more recyclable packaging and supplier collaboration can further
reduce costs, waste, and emissions while supporting compliance.
OP4 Markets – New emerging low-emission markets. Financial gain
can occur through new revenue streams and increased revenue
for existing sustainable product lines and newly introduced low-
carbon products.
Timeframe:Short-Medium term (2025-2033);
Warming scenario: <2°C, 2-3°C
Linked metrics and targets: M2, M3.
The Company can grow by expanding into low-carbon and
sustainable products, capturing new revenue and meeting rising
consumer demand. Partnering with low-carbon suppliers can reduce
emissions, improve resilience, and support innovation. Aligning with
evolving regulations and incentives can lower risk, reduce costs, and
create a competitive advantage, while strong ESG positioning and
transparency can enhance brand loyalty and drive long-term growth.
OP5 Reputation – Increased reputational profile and investment
opportunities. Financial gain can occur through new revenue streams,
increased market share and improved investment opportunities.
Timeframe:Short-Medium term (2025-2033);
Warming scenario: <2°C, 2-3°C
Linked metrics and targets: M3.
The Company can strengthen its reputation by demonstrating
sustainability leadership through clear targets, emissions progress,
and responsible sourcing, building trust and brand loyalty.
Transparent ESG reporting can boost investor confidence, attract
ESG-focused capital, and reduce reputational risk. Proactive
stakeholder engagement supports collaboration and innovation,
while participation in awards and certifications can validate
performance and enhance market positioning.
OP6 Resilience – Increased reputational profile and investment
opportunities. Financial benefits can occur through developing an
adaptive strategy, increasing the reliability of the supply chain and
ability to operate under various conditions and increasing revenue
through products and services related to ensuring resilience.
Timeframe:Short-Medium term (2025-2033);
Warming scenario: <2°C, 2-3°C
Linked metrics and targets: M2, M3.
The Company can strengthen resilience by diversifying energy
sources, suppliers, and logistics, reducing exposure to price
volatility and disruptions. Closer supplier engagement can improve
transparency, efficiency, and supply chain stability. Investment
in renewables, on-site generation, and energy efficiency can
stabilise costs and reduce carbon risk, while embedding climate
considerations into strategy and risk management supports
proactive, long-term resilience.
TCFD continued
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Governance Financial statements
Strategic report
Risk management
B&M understands the risks associated with
climate change. To maintain the Company’s
comprehensive risk management process,
the annual identification, assessment
and management of climate-related risks
is conducted by the ExCo, ensuring the
Company’s resilience to climate change in the
short, medium, and long-term time horizons.
How the Company identifies,
assesses and manages climate-
related risks and opportunities
Step 1: Identification of risks
Climate-related risks and opportunities are
identified annually by ExCo through internal
research and insights from Inspired ESG.
Climate scenario analysis was conducted
in January 2026 to support the ExCo in
identifying climate risks which may impact
the Company. In February 2026, two climate
risk workshops were held, using the climate
scenario analysis to identify risks. The first
workshop covered transition risks and the
second covered physical risks. In FY26,
supply chain analysis was also conducted
to understand how physical and transition
risks may have an indirect impact on the
business. This included discussions on the
impacts of flooding on roads and closure of
ports due to physical risks. Climate-related
opportunities were also discussed that could
benefit suppliers and therefore B&M. Workshop
attendees also discussed the effectiveness of
mitigation measures in place.
In total, 19 climate-related risks and six
opportunities were identified. Of the nineteen
risks, two were determined to be material to the
business (Tables 3 and 4). All six opportunities
were considered material, each presenting
tangible potential to drive long-term business
value (Table 5). To ensure our climate risk
identification process remains thorough and
robust, the Company will continue to undertake
annual climate scenario analysis.
Step 2: Assessment of risks
The CCO and SAC initially assessed the climate
risks and opportunities based on information
collected at the climate risk management
workshops. ExCo subsequently approved this
scoring after reviewing the climate risk register.
To understand which climate-related risks and
opportunities are material to the Company,
the ExCo annually assesses:
• The potential likelihood: The probability
of the event occurring; and
• The potential impact: The effect should
the event occur, assessed across financial,
operational, regulatory and reputational
dimensions.
Climate-related risks and opportunities were
rated according to likelihood and impact, using
the climate scenario analysis presented in the
workshop. Impact assessments considered
direct and indirect effects, intended and
unintended outcomes, and actual versus
potential future developments. Existing
mitigation actions were applied to reflect
the net level of exposure.
The Company is actively seeking new ways to
improve our quantitative analysis. Presently,
qualitative data, mainly financial impact, is
considered when assessing risks. Figure 1
(above) shows our existing risk matrix.
• Classifications of ‘A’ or ‘B’ mean the risk
or opportunity is material: ‘A’ requiring
immediate management action, and ‘B’
requiring contingency planning. Risks and
opportunities with a score of ‘A’ or ‘B’
will be prioritised to have mitigation
measures implemented.
• Risks rated ‘C’ or ‘D’ are considered non-
material but will be revisited annually.
The assessment identified two material risks
and six material opportunities (Tables 3, 4 and
5). The climate risk register was approved by
the ExCo in March 2026, and key updates
were subsequently provided to the Board.
Step 3: Management of risks
The responsibility for annually identifying,
assessing, and monitoring climate-related
risks remains with ExCo. Departmental teams
are engaged on an ongoing basis to confirm
the suitability and effectiveness of mitigation
measures. Management considers a range of
risk responses, including mitigation, transfer,
acceptance, or control. Where relevant,
these are supported by financial modelling
and assessment of transition costs. Non-
material risks are kept under review and are
periodically reassessed to determine whether
further action is required. Annual reviews
of mitigation measures and the Company’s
energy efficiency progress are conducted.
B&M considers existing and emerging
regulations, with updates provided by Inspired
ESG when required. Regulatory tracking is
overseen and conducted annually by the ExCo
and supported by the SAC and Inspired ESG.
Key points are escalated to the Board where
required.
The annual updated climate risk register,
managed by Exco, has not yet been integrated
into B&M’s broader business risk register.
This is because climate-related risks are
currently managed through dedicated
governance structures and specialist
personnel, ensuring they are assessed and
monitored alongside other business risks
through a standalone process. As a result,
formal integration into the enterprise risk
register is not considered necessary at this
stage. However, the appropriateness of
integration will be reviewed annually in line
with the evolution of risk management
practices and regulatory expectations.
Climate change has been classified as an
emerging risk since FY22. This decision followed
a review of climate risk management workshop
outcomes and available scenario analysis.
Based on this assessment, the Committee
concluded that climate change is not expected
to have a significant financial or operational
impact on business planning, strategy, or
operations in the short term. The classification
decision is made in accordance with the
Committee’s risk governance responsibilities
and is subject to annual review. Emerging
risks are continuously monitored, and the
classification will be reassessed using updated
scenario analysis and risk information each year.
Figure 1: The Company risk assessment scoring matrix
C B A
D C B
D D C
Low
High
Impact
HighLow
Likelihood
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Annual Report and Accounts 2026
Metrics and targets
As we progress towards a sustainable future,
decarbonising our operations remains central
to our strategy. Achieving net zero emissions is
a fundamental shift in how we operate, create
value, and contribute to a more resilient global
economy. This transformation is crucial for
the long-term sustainability of our business,
mitigating climate-related risks, and positioning
ourselves as a leader in the low-carbon transition.
Aligned with the BRC’s Climate Action
Roadmap, we remain committed to achieving
net zero Scope 1, 2, and 3 emissions by FY40
from an FY21 baseline. This target is reliant
on substantial decarbonisation across our
operations and supply chain, and requires
reducing absolute greenhouse gas (GHG)
emissions by 90% from the FY21 baseline, with
the remaining 10% (or less) of emissions being
neutralised with permanent carbon removals.
Our pathway includes near-term targets of a
25% absolute reduction in Scope 1 and Scope
2 (location-based) emissions by FY31 and to
engage 67% of suppliers (by spend) in setting
science-based targets by FY27. Our near-term
targets were validated by the Science-Based
Targets initiative (SBTi) in 2022.
Since we validated our targets with the
SBTi, there have been changes to SBTi’s
requirements and the various calculation
guidances. We are actively reviewing our
calculation methodologies and our existing
targets to stay aligned with these changes. We
have identified that, while we initially aligned
with the well-below-2°C scenario for our Scope
1 and 2 targets, we now need to shift to a 1.5°C
trajectory. Additionally, as a large percentage
of our products have Land Emissions, we have
revised our Scope 3 calculations to include
more granular data that will allow us to set
Forest, Land and Agriculture (FLAG) emission
targets in the future. While our measured
Scope 3 emissions have increased from
1,956,185 tCO₂e in FY25 to 4,154,036 tCO₂e
in FY26, this change is not representative of a
change in business activity. The change is due
to significant improvements in our calculations
stemming from improved data, including using
weight-based data for our products rather
than relying on spend-based estimations,
and mapping all legs of product transport
using weights, distances, and supplier-specific
emissions. We will adjust our targets in 2027 to
align with the SBTi’s latest standards.
These net zero targets help to mitigate the risk
of stakeholder concern as they demonstrate
that we are taking action to reduce our impact
on climate change and the physical risk
outlined in Table 4. To meet these targets, we
continue to implement transformative changes
across our operations and value chain. For
Scope 1 and 2 (location-based) reductions,
we have prioritised energy efficiency and
technological improvements at our locations.
For Scope 3, we continue to engage with our
suppliers and have placed significant effort into
improving the granularity of our data to identify
further decarbonisation initiatives.
Tracking our emissions
All emissions are calculated using the
Greenhouse Gas Protocol (GHG Protocol)
and use and operational control approach.
To ensure accuracy and transparency in
our reporting, we collaborate with Inspired
ESG, who calculate our emissions. No formal
assurance is provided on these calculations.
The scopes are defined by the GHG Protocol as:
• Scope 1: Direct GHG emissions occurring
from sources that are owned or controlled
by the company.
• Scope 2: GHG emissions from the
generation of purchased electricity
consumed by the company.
• Scope 3: Emissions that are a consequence
of the activities of the company but occur
from sources not owned or controlled by
the company.
Targets differ across emission scopes to
reflect our level of control and data maturity.
Scope 1 and Scope 2 emissions arise from
assets and operations under our direct control,
enabling us to set absolute reduction targets.
In contrast, Scope 3 emissions occur across
the value chain, where we have influence rather
than direct control, and where data availability
and quality are still evolving.
Table 6: Our progress against targets
Emissions scope
Gross emissions (tCO
2
e)
Reduction target Progress to meet targets FY26* FY25** FY21
Percentage
change from FY21
(baseline)
(+/-)
Scope 1
49,798 57,466 49,210 +1.2%
M1: 25%
absolute
reduction
in Scope 1
and Scope 2
(location-based)
emissions by
FY31 from a
FY21 baseline.
Scope 1 and 2 (location-based) emissions have
decreased by 14.5% since the FY21 baseline and
we are currently on-track to meet the near-term
target. To meet the near-term target, our FY26
Scope 1 and 2 emissions need to decrease by
2.5% per year between FY26 and FY31.
Related climate risk: Enhanced emissions-
reporting obligations (T1) and Rising mean
temperatures (P1).
Related climate opportunities:
Resource efficiency (OP1) and Energy Source (OP2).
Scope 2
(location-
based)
36,845 43,968 52,125 -29.3%
Scope 3
4,154,036 1,956,185 1,836,901 +126.1%
M2: 67% of
suppliers*** (by
spend) to have
science-based
targets by FY27.
To date, we have engaged with 160 of our top
suppliers to encourage them to set science-based
targets. Of our top 50 suppliers, who make up
approximately half of our spend, 64.0% have set
science-based targets.
Related climate risk: Enhanced emissions-
reporting obligations (T1) and Rising mean
temperatures (P1).
Related climate opportunities:
Products and services (OP3), Markets (OP4),
Resilience (OP6).
TCFD continued
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Annual Report and Accounts 2026
Governance Financial statements
Strategic report
Emissions scope
Gross emissions (tCO
2
e)
Reduction target Progress to meet targets FY26* FY25** FY21
Percentage
change from FY21
(baseline)
(+/-)
Total all scopes
(location-
based)
4,240,680 2,057,618 1,938,235 +118.8%
M3: Net-zero
90% absolute
reduction in
Scope 1, Scope 2
(location-based)
and Scope 3
by FY40 from a
FY21 baseline.
Scope 1, 2 (location-based) and 3 emissions have
increased by 118.8% since the FY21 baseline.
To meet the near-term target, our FY26 Scope
1, 2 (location-based) and 3 emissions need to
decrease by 6.82% per year between FY26
and FY40.
This change in emissions is primarily due to the
improvement in our Scope 3 calculations as we
have refined our calculations to incorporate more
granular data and adhere to latest guidance and
standards. These changes in emissions should
not be viewed as a true change in our emissions
since FY21.
Related climate risk: Enhanced emissions-
reporting obligations (T1) and Rising mean
temperatures (P1).
Related climate opportunities: Resource
efficiency (OP1), Energy Source (OP2), Products
and services (OP3), Markets (OP4), Reputation
(O5), Resilience (OP6).
* The year-on-year change in Scope 3 emissions is due to significant changes in our calculation methodology rather than changes in business activity. The FY26 Scope 3 calculations use
higher quality data, and we continue to refine our data collection and calculation processes. As we adjust our targets in 2027 to align with the SBTi’s latest standards, we will also ensure
that calculation methods are consistent with the chosen baseline year, ensuring that reductions compared to the baseline are legitimate and reflect real changes in our emissions.
** FY25 Scope 1 and Scope 2 emissions have been restated from 58,756 tCO
2
e (Scope 1) and 44,652 tCO
2
e (Scope 2) to incorporate new, more accurate data. The associated
Scope 3 (Category 3) emissions have been restated from 2,059,172 tCO
2
e accordingly.
*** Only suppliers covering purchased goods and services, capital goods, and upstream transportation and distribution are included in this target. As part of adjusting our targets
in 2027, we will review changing our near-term Scope 3 target to an emissions reduction target rather than a supplier engagement target.
N.B. The reported Scope 1, 2 and 3 emissions have been rounded to the nearest whole number. Any calculations have been conducted using complete, unrounded figures.
Scope 1 and 2 emissions
and performance
Our Scope 1 emissions are comprised of
natural gas consumption, fuels used in our
HGV and company car fleet, other fuels used
at our sites, and fugitive emissions from
refrigerant leaks. Our Scope 2 emissions are
reported using the location-based method,
which reflects the average emissions intensity
of the grid where the energy consumption
occurs. Our Scope 2 emissions sources are
from purchased electricity as well as travel in
company-owned electric vehicles.
In FY26 Scope 1 emissions decreased by
13.34% compared to FY25, falling to 49,798
tCO₂e from 57,466 tCO₂e (Table 6). This
reduction primarily relates to our transport-
related Scope 1 emissions, from our company-
owned HGV fleet and company vehicles, which
collectively reduced by 14.93%. B&M UK was
the largest contributor to these transport-
related reductions as it reduced transport-
related Scope 1 emissions by 17.62%. Scope
1 emissions also decreased due to a 11.35%
decrease in natural gas and other fuel use
at our stores and distribution centres (Table
8). This is a result of our continued use of
Building Energy Management Systems
(BEMS) to analyse energy consumption and
identify inefficiencies as well as the removal
of gas supplies from appropriate stores.
Overall, Scope 1 emissions have increased
by 1.2% since the FY21 baseline (see Table
6), however the reduction between FY25 and
FY26 signals our future emissions savings as
a result of implemented energy saving and
decarbonisation initiatives.
In FY26, Scope 2 emissions (location-
based) decreased by 16.20% compared to
FY25, reducing from 43,968 tCO₂e in FY25
to 36,845 tCO₂e in FY26 (Table 8). As our
electricity consumption increased by 0.04%
in FY26 compared to FY25, the emissions
decrease from electricity stems from
reductions in emissions factors resulting from
the decarbonisation of the UK and French
electricity grids. B&M UK’s electricity emissions
decreased by 17.16% compared to FY25, B&M
France’s decreased by 36.67%, and Heron
Foods’ decreased by 10.99% (Table 8). Heron
Foods installed Solar Panels at its distribution
centre, and these solar panels have been
operational since September 2025, helping to
reduce the amount of energy procured from
the grid. Though it only makes up 0.03% of our
Scope 2 emissions, transport emissions from
company-owned electric vehicles increased by
29.87% in FY26 compared to FY25 (Table 8),
highlighting the transition to a less emissions-
intensive company car fleet. Overall, as a result
of reduced electricity consumption and grid
decarbonisation, Scope 2 emissions (location-
based) have decreased by 29.31% compared
to the FY21 baseline (Table 6).
Streamlined Energy
and Carbon Reporting
The tables and information below present
B&M’s energy usage, associated emissions,
energy efficiency actions and energy
performance under the UK government’s
Streamlined Energy and Carbon Reporting
(SECR).
Table 6: Our progress against targets continued
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B&M European Value Retail plc
Annual Report and Accounts 2026
Table 7: Our total energy consumption (kWh), split by subsidiary
Utility and
scope
B&M UK B&M France Heron Foods Group
FY26
consumption
kWh
UK
FY25
consumption
kWh*
UK
FY26
consumption
kWh
Non-UK
FY25
consumption
kWh
Non-UK
FY26
consumption
kWh
UK
FY25
consumption
kWh**
UK
FY26 consumption kWh FY25 consumption kWh
Total
(UK)
Total
(global inc. UK)
Total
(UK)
Total
(global inc. UK)
Scope 1 Total 178,988,482 214,144,058 3,807,700 3,730,733 32,720,901 35,969,507 211,709,382 215,517,083 250,113,565 253,844,298
Natural gas
and other fuels
(Scope 1) 67,985,257 76,456,446 0 278,823 986,120 1,119,857 68,971,376 68,971,376 77,576,303 77,855,126
Transportation
(Scope 1) 111,003,225 137,687,613 3,807,700 3,451,910 31,734,781 34,849,650 142,738,006 146,545,706 172,537,262 175,989,172
Scope 2 total 152,202,004 157,039,975 39,362,446 36,462,543 52,161,422 49,888,367 204,363,426 243,725,872 206,928,342 243,390,885
Grid-supplied
electricity
(Scope 2) 152,162,984 157,023,213 39,362,446 36,462,543 51,912,352 49,857,413 204,075,336 243,437,782 206,880,627 243,343,169
Transportation
(Scope 2) 39,020 16,762 n/a n/a 33,469 30,953 72,490 72,490 47,715 47,715
Self-
generation
(Scope 2) n/a n/a n/a n/a 215,600 n/a 215,600 215,600 n/a n/a
Scope 3 total 336,391 311,541 233,043 279,398 164,938 174,381 501,330 734,373 485,922 765,320
Transportation
(Scope 3) 336,391 311,541 233,043 279,398 164,938 174,381 501,330 734,373 485,922 765,320
Total 331,526,877 371,495,574 43,403,190 40,472,674 85,047,260 86,032,255 416,574,138 459,977,328 457, 527,830 498,000,503
* B&M UK’s FY25 energy consumption has been restated from 353,325,897 kWh to account for previously unavailable data for Transportation, Refrigerants, and Other Fuels.
Restatements to Electricity and Natural Gas have also been conducted using full-year consumption data.
** Heron Foods’ FY25 energy consumption has been restated from 84,912,398 kWh to include gas oil consumption, which was previously unavailable.
N.B. The reported energy consumption has been rounded to the nearest whole number. Any calculations have been conducted using complete, unrounded figures.
Table 8: Our global location-based emissions for SECR (Scope 1, Scope 2, Scope 3 grey fleet), split by subsidiary
Utility and scope
B&M UK B&M France Heron Foods Group
FY26
emissions
(tCO₂e)
FY25
emissions
(tCO₂e)*
FY26
emissions
(tCO₂e)
FY25
emissions
(tCO₂e)**
FY26
emissions
(tCO₂e)
FY25
emissions
(tCO₂e)***
FY26 emissions (tCO₂e) FY25 emissions (tCO₂e)
Total
(UK)
Total
(global inc. UK)
Total
(UK)
Total
(global inc. UK)
Scope 1 total 39,660 46,990 1,497 1,110 8,641 9,366 48,301 49,798 56,355 57,466
Natural gas and other
fuels (Scope 1) 12,505 14,053 0 51 253 287 12,758 12,758 14,340 14,391
Refrigerants (Scope 1) 123 123 570 235 657 763 781 1,350 886 1,121
Transportation
(Scope 1) 27,031 32,813 928 824 7,731 8,316 34,762 35,690 41,129 41,953
Scope 2 total 26,940 32,515 711 1,123 9,194 10,329 36,134 36,845 42,845 43,968
Grid-supplied
electricity (Scope 2) 26,933 32,512 711 1,123 9,188 10,323 36,121 36,833 42,835 43,958
Transportation
(Scope 2) 7 3 n/a n/a 6 6 13 13 10 10
Scope 3 total 75 69 52 63 37 39 111 164 108 171
Transportation
(Scope 3) 75 69 52 63 37 39 111 164 108 171
Total 66,674 79,574 2,261 2,296 17,872 19,734 84,546 86,807 99,308 101,604
* B&M UK’s FY25 emissions have been restated from 80,464 tCO
2
e to account for previously unavailable data for Transportation, Refrigerants, and Other Fuels. Restatements to
Electricity and Natural Gas have also been conducted using full-year consumption data.
** B&M France’s FY25 electricity emissions have been restated from 2,534 tCO
2
e to align emissions factor sources to the FY26 calculations.
*** Heron Foods’ FY25 emissions have been restated from 19,409 tCO
2
e to include gas oil consumption, which was previously unavailable, as well as to align refrigerant emissions
factors to the FY26 calculations.
N.B. The reported Scope 1, 2 and 3 emissions have been rounded to the nearest whole number. Any calculations have been conducted using complete, unrounded figures.
TCFD continued
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Annual Report and Accounts 2026
Governance Financial statements
Strategic report
Table 9: FY26 SECR location-based intensity metrics for the Group, B&M UK, B&M France and Heron Foods
FY26 FY25 % Change
B&M UK B&M France Heron Foods Group B&M UK*
B&M
France**
Heron
Foods*** Group Group
Revenue (£m) 4,615 616 544 5,775 4,483 542 546 5,571 +3.64%
Total emissions (tCO
2
e) 66,674 2,261 17,872 86,807 79,574 2,296 19,734 101,604 -14.56%
Intensity metric
(tCO
2
e per £m revenue) 14 4 33 15 18 4 36 18 -17.57%
* B&M UK’s FY25 emissions have been restated from 80,464 tCO
2
e to account for previously unavailable data for Transportation, Refrigerants, and Other Fuels. Restatements to
Electricity and Natural Gas have also been conducted using full-year consumption data.
** B&M France’s FY25 electricity emissions have been restated from 2,534 tCO
2
e to 1,123 tCO
2
e to align emissions factor sources to the FY26 calculations.
*** Heron Foods’ FY25 emissions have been restated from 19,409 tCO
2
e to include gas oil consumption, which was previously unavailable, as well as to align refrigerant emissions
factors to the FY26 calculations.
N.B. The reported Scope 1, 2 and 3 emissions and intensity metrics have been rounded to the nearest whole number. Any calculations have been conducted using complete,
unrounded figures.
Energy efficiency narrative
Measures undertaken in FY26:
• Energy optimisation using BEMS: We have
continued to use BEMS to analyse energy
consumption and identify inefficiencies.
• Upgrading food chillers to have doors: As of
March 2026, 1,100 food chillers have been
upgraded with doors, reducing the energy
required to keep the units cold.
Measures planned for FY27:
• Energy optimisation using BEMS: We plan
to continue using BEMS to identify areas
for potential energy savings.
• All food chillers to have doors: In Q1 of
FY27, we plan to upgrade all remaining
food chillers without doors, completing
the rollout that began in 2023.
Scope 3 emissions and performance
As Scope 3 accounts for the largest share of
our carbon footprint, we previously conducted
a comprehensive review to assess the
applicability of the 15 GHG protocol categories
to our business. We identified 11 of the 15
categories as applicable to our business, the
following categories were not applicable for the
FY26 calculations:
• Category 8: Upstream leased assets –
All energy consumption in leased assets
has been included in our Scope 1 and 2
emissions.
• Category 9: Downstream transportation
and distribution – the transportation
of products are paid for ourselves and
are included in category 4 (upstream
transportation and distribution).
• Category 10: Processing of sold products –
we sell products to end consumers with
no further processing required.
• Category 14: Franchises – we do not have
any franchises.
While our measured Scope 3 emissions have
increased from 1,956,185 tCO₂e in FY25 to
4,154,036 tCO₂e in FY26, this change is not
representative of a change in business activity.
The change is due to significant improvements
in our calculations stemming from improved
data, including using weight-based data for
our products rather than relying on spend-
based estimations, and mapping all legs of
product transport using weights, distances,
and supplier-specific emissions. We view this
year’s calculations as a beneficial transition
year, as through the FY26 calculation process,
we have been able to identify where there are
data gaps and where we can address these
gaps ahead of the FY27 calculations. As we
will be updating our targets with the SBTi in
2027, we will ensure that calculation methods
are consistent with the chosen baseline year,
ensuring that reductions compared to the
baseline are legitimate and reflect real changes
in our emissions.
The majority of our Scope 3 emissions,
97.04%, relate to the products that we sell.
The embodied emissions of these products,
being emissions relating to resold products
(3,823,894 tCO₂e) account for 92.05% of our
total Scope 3 emissions. Additional emissions
relating to our products include how they are
transported, their emissions from being used
over their lifetime, and their eventual end-
of-life disposal. See Table 10 for the Group’s
carbon balance sheet. These emission sources
combined to make up 4.99% of our total Scope
3 emissions. Highlighted by our target for 67%
of our suppliers to have science-based targets
by FY27, collaboration with our suppliers will
help them implement sustainable practices to
help reduce emissions from the products that
we purchase.
The largest non-product-related Scope 3
emissions come from our purchased goods
and services, which account for 1.09% of
our total Scope 3 emissions. Employee
commuting, the upstream emissions from our
Scope 1 and 2 energy usage, and the purchase
of capital goods also are large contributors
to our non-product-related emissions, which
collectively account for 1.76% of our total
Scope 3 emissions. While the majority of our
Scope 3 emissions relate to the products that
we sell, we recognise that there are additional
emission reduction opportunities within our
own operations.
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Table 10: The Group’s FY26 carbon balance sheet, B&M UK, B&M France and Heron Foods
Emissions Scope and Scope 3 category
Gross emissions (tCO
2
e) Percentage
of total Group
emissions
(location-based)Group B&M UK B&M France Heron Foods
Scope 1 49,798 39,660 1,497 8,641 1.17%
Natural gas 12,102 12,102 0 0 0.29%
Transportation (excluding grey fleet) 35,690 27,031 928 7,731 0.84%
Other fuels & refrigerants 2,007 527 570 910 0.05%
Scope 2 (location-based) 36,845 26,940 711 9,194 0.87%
Scope 3* 4,154,036 2,755,689 843,506 554,841 97.96%
1. Purchased goods and services 3,869,204 2,562,554 778,723 527,927 91.24%
1a. Resold products 3,823,894 2,538,230 764,415 521,249 –
1b. Goods and services 45,310 24,324 14,308 6,678 –
2. Capital goods 20,413 4,459 9,076 6,879 0.48%
3. Fuel-and energy-related activities 24,775 18,901 419 5,455 0.58%
4. Upstream transportation and distribution 75,525 47,714 21,809 6,002 1.78%
5. Waste generated in operations 598 348 56 193 0.01%
6. Business travel 1,419 1,108 243 68 0.03%
7. Employee commuting 27,786 22,644 1,428 3,714 0.66%
11. Use of sold products 57,786 56,310 1,477 n/a 1.36%
12. End-of-life treatment of sold products 73,976 39,322 30,275 4,379 1.74%
13. Downstream leased assets 1,314 1,090 n/a 224 0.03%
15. Investments 1,240 1,240 n/a n/a 0.03%
Total all scopes (location-based) 4,240,680 2,822,289 845,714 572,677 100.00%
All scopes tCO
2
e per £m turnover of division 734 612 1,375 1,053 –
* The year-on-year comparison in Scope 3 emissions has not been presented in this table, as the changes are due to significant changes in our calculation methodology rather
than changes in business activity. The FY26 Scope 3 calculations use higher quality data, and we continue to refine our data collection and calculation processes. As we adjust
our targets in 2027 to align with the SBTi’s latest standards, we will also ensure that calculation methods are consistent with the chosen baseline year, ensuring that reductions
compared to the baseline are legitimate and reflect real changes in our emissions.
N.B. The reported Scope 1, 2 and 3 emissions have been rounded to the nearest whole number. Any calculations have been conducted using complete, unrounded figures.
Water management
In FY26, the Company continued to roll out
limpet readers across UK operations to
better understand areas of high consumption
of water, with the aim of reducing water
consumption at these sites. We installed 38
limpet readers in FY26, bringing the total
installed to 536. The total number of issues
identified through the limpets in FY26 was 45
with an estimated savings of circa £70,000.
Once sufficient data has been collected from
these devices, B&M will assess the feasibility
of setting water reduction targets in FY27,
further strengthening its commitment to
environmental responsibility.
Emissions calculation methodology
We have reported emissions across all scopes
using the latest emission factors and engaged
with Inspired ESG, as we have in the previous
year. Our reporting boundaries follow the
operational control approach, covering B&M
UK, B&M France, and Heron Foods.
Our SECR (including the Scope 1, 2 and 3
kWh consumption and CO₂e emissions data)
has been developed and calculated using the
GHG Protocol – A Corporate Accounting and
Reporting Standard (World Resources Institute
and World Business Council for Sustainable
Development, 2004); Greenhouse Gas Protocol
– Scope 2 Guidance; ISO 14064-1 and ISO
14064-2; Environmental Reporting Guidelines:
Including Streamlined Energy and Carbon
Reporting Guidance.
Government emissions factor database
2025 version 1.0 has been used, utilising
the published kWh gross Calorific Value (CV)
and kgCO₂e emissions factors relevant for
the reporting period 1 April 2025 – 31 March
2026. The Association of Issuing Bodies’ (AIB)
emissions factors have been used to calculate
B&M France’s Scope 2 electricity emissions.
Scope 3 emissions were calculated in
accordance with the GHG Protocol Corporate
Value Chain (Scope 3) Accounting and
Reporting Standard, using spend-based,
activity-based, hybrid, and average-data
approaches depending on category and
data availability.
We remain focused on decarbonising every
aspect of our operations and supply chain.
Regular updates will keep our stakeholders
informed of our progress, and we are
committed to transparency as we drive
toward a sustainable future.
TCFD continued
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B&M European Value Retail plc
Annual Report and Accounts 2026
Governance Financial statements
Strategic report
Customers
Stakeholders
Achieving our vision and fulfilling our purpose
means that evaluating and considering the
interests of our stakeholders in our decision
making are key to the Group’s success. The
Group’s key stakeholders include its customers,
shareholders, employees, suppliers, and the
environment and communities supporting our
business and stores.
The Board uses a number of mechanisms
through which it is able to determine and
appraise the interests of stakeholders to
inform discussion by the Board and its decision
making. This includes a range of activities from
regular management reports through to other
forms of direct engagement by members of
the Board.
We describe on the following pages how
we have engaged with the particular key
stakeholder groups and considered their
interests in the last year. We have also provided
further details of our engagement with
colleagues in the colleagues section of
our CSR report on page 30.
This report describes how the Directors have had regard to
sections 172(1) (a) to (f) of the Companies Act 2006 in relation
to their decision making.
Stakeholders and Section 172 Statement
Our stakeholders’
interests
Why we
engage
Customers love B&M and our ambition is to be everyone’s favourite place to shop. Providing great value to our customers to make
everyday life more affordable is a core principle of our business. We monitor and respond to our customers preferences and our
simple and agile model ensures we maintain a compelling product offering and price proposition for our customers.
Our customer value proposition means customers can discover big brands, amazing value, a broad choice, and exciting moments.
We engage with our customers across multiple touchpoints – including surveys, dedicated customer research, and through ongoing
conversations on our social channels. This continuous feedback loop has been invaluable in helping us better understand their needs, behaviours,
and expectations. It ensures we stay aligned with what truly matters to them and helps us shape our offer to deliver more of what they want.
How we
engage,
measure
and monitor
Every customer visit is an opportunity to delight our customers, with unexpected finds. We want every visit to be full of surprise. This
might be through new ranges, in-store promotions, themed events and direct engagement through social media. We measure customer
response and reaction to extra value propositions in different product areas.
Examples
of actions
in FY26
The Board reviews like-for-like (LFL) sales data every month in the Group’s management account reports. This is analysed across each
business fascia, the Grocery and General Merchandise product split and for each main product line within those categories.
Our Back to B&M Basics strategy was implemented in FY26 to drive LFL sales growth through our consistent focus on product, price,
range and availability.
Examples
of outcomes
in FY26
B&M’s original customer proposition remains strong and our Back to B&M Basics plan is a set of actions to bring about improvements
in four key areas of our retail execution: price, promotions, ranges, and on-shelf availability.
In FY26 we moved at pace to implement this plan, with actions in these four key areas, including:
• Adjusting prices on FMCG key value items (‘KVIs’): our blended FMCG basket has remained around 15% cheaper than mainline grocers
(including loyalty) and we have been price competitive versus the discount retailers and we cut prices on 35% of our KVIs.
• Rebooting our ‘Managers Specials’ promotions, to bring excitement and outstanding value back to our to front-of-store bays across
our B&M UK estate.
• Refocusing our ranges to reduce line count and simplify choice for our customers and drive value for money.
• Restoring product on-shelf availability, to ensure our most popular products are always available to our customers.
B&M’s social media following has increased on the following platforms in the following percentages year on year: Facebook 3%;
Instagram 6%; Tiktok 20%.
Links and more
information
See the Financial review on page 18 and Back to B&M Basics on page 10.
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Colleagues
Stakeholders and Section 172 Statement continued
Why we
engage
We want opportunities for all our colleagues – when they succeed, B&M succeeds. We encourage our colleagues to behave like a
business owner, taking responsibility and ownership.
We are one team. Our business is successful by and through the work of all of our colleagues, in stores, warehouses, transport and
central support centres.
How we
engage,
measure
and monitor
Regular engagement programmes including colleague listening groups, colleague surveys, monthly leadership team business briefings
and bi-annual business updates from management.
Our colleague survey for retail, distribution and central support colleagues in the UK.
Twice yearly updates to the Board on colleague engagement supported by Paula MacKenzie, the Board’s designated director for
workforce engagement.
Reward strong business performance through payment of discretionary bonuses to store, distribution and support centre managers.
Examples
of actions
in FY26
The business continued its listening groups across its Retail, Supply Chain and Support Centre colleague base and built upon its
mechanisms that encouraged colleague feedback.
Listening groups were frequently attended by members of the Executive Committee and Paula MacKenzie as designated director for
workforce engagement.
B&M UK completed its colleague survey, with over 30,000 colleagues invited to participate. We extended the survey this year to cover a
wider range of questions and added a Likert scale style of response rather than a binary yes or no. We did, however, retain a number of
questions from the previous annual survey to allow for year on year comparisons.
The survey operated on an anonymous basis, to ensure colleagues felt comfortable to voice their opinions.
A new Group People Director role was created to support all colleagues across the Group, now over 40,000 across our three fascias.
Examples
of outcomes
in FY26
We adopted a more streamlined procedure and survey methodology to enable a more data driven analysis of colleague feedback and will
carry this approach into FY27.
In response to sector-wide increases in crime in retail stores, B&M continued security guarding in all high risk stores, partnered with local
police and engaged sophisticated third party security service providers to strengthen safety in our stores increase enforcement against
aggressive shoplifters.
976 colleagues participated in our development Pathway programmes, designed to help colleagues progress to department managers,
deputy managers and store managers.
Discretionary Golden Quarter bonus awarded to high-performing leaders in stores.
Links and more
information
See the Colleagues section in the Corporate social responsibility report on pages 34 to 36.
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Governance Financial statements
Strategic report
Communities
Why we
engage
We want the communities we serve to love B&M and have the best experience, either as a customer or a colleague living in the local
community. We want to offer customers with a broad choice of products at great value prices. We also want to support the communities
where we operate by providing jobs and career opportunities for all locally.
How we
engage,
measure
and monitor
Our multi-year Back to B&M Basics plan includes flexing the format of our stores to best suit the community they serve. We are monitoring
demographics to ensure our in-store experience is optimal for customers living in the area and reflecting changing needs for town centre
sites.
We want communities to be proud of their local store, and are looking for opportunities to update and upgrade stores as part of refresh
and refurbishment of the B&M estate. New stores align with local charities and we promote the good work they do in the community. We
actively encourage our store managers to maintain those relationships in the future and give continued support.
Examples
of actions
in FY26
The Board supported the store format refresh so that communities can further enjoy their store experience. This included capital and
maintenance expenditure used to trial the new store format which we continue to monitor and refine with each refurbishment.
New stores create new jobs and promotion opportunities at those stores and also in our distribution centres, and the store pipeline for
the next two years remains strong with the long-term potential remaining not less than 1,200 stores.
In collaboration with the Department for Work and Pensions, we launched a four-week work experience programme aimed at providing
jobseekers with first-hand exposure to the retail sector. Those successfully placed were paired with an experienced B&M colleague who
acted as their buddy throughout the programme.
During the four weeks, participants received tailored training, development, and the opportunity to build transferable skills to support
their ongoing job search. Upon completion, every participant was guaranteed an interview with B&M. Where vacancies existed at their
placement store, candidates were considered for either permanent or temporary roles. If no immediate vacancy was available, but the
individual showed promise, they were talent banked, with local stores retaining their details for future opportunities. Participants not
suited to retail were awarded a certificate of completion and offered a reference upon request.
In FY26, 3,172 individuals completed the programme, with 62% (1,971 people) subsequently offered employment with us on either a
permanent or temporary basis.
B&M UK also created a national work experience programme in partnership with the Department for Work and Pensions and Department
for Communities in Northern Ireland. These programmes have helped the long term unemployed get back to work, providing valuable
work experience in a retail environment, with supportive mentors, and a guaranteed interview at the end of the placement. Over 2,600
colleagues completed the 4-week programme and 1,820 were offered perm/temp employment.
We are proud to support the Armed Forces Covenant and committed to the following:
• Guaranteed Interviews for Ex-Service Personnel: We created a dedicated web link to ensure ex-military applicants could apply with ease
and be guaranteed an interview for roles at B&M.
• Support for Military Spouses and Partners: For spouses and partners of serving personnel employed at B&M, we committed to offering
continued employment in another location should they need to relocate due to military requirements – even if the role differs from their
original post.
• Engagement with the Cadet Community: We reached out to Reserve Centres to deliver employability programmes designed to help cadets
consider careers in retail or supply chain, should they choose not to pursue a military path.
Since signing the Armed Forces Covenant, we have been awarded the Silver Employer Recognition Award in FY26 for our support of the
Armed Forces.
In FY26, B&M UK, B&M France and Heron Foods continued to support multiple charities. For example, B&M chose to continue to support
Cash for Kids and Heron Foods have raised over £95,000 for local causes.
Links
and more
information
We opened 41 (gross) B&M UK stores and relocated 11 stores creating 1400 new positions.
12 (gross) B&M France stores and 11 (gross) Heron Foods stores (including relocations) in the financial year under review.
Our total charitable donations in FY26 were over £11m (in kind and cash). Total additional stock donated in FY26 came to 127 pallets.
Examples of our charitable activities in FY26 include:
• £6,566 for numerous charities through colleague fund-raising activities including sample sales, Wear it Pink, Christmas Jumper Day and
the poppy appeal;
• £3,462 for MacMillan, through coffee mornings held amongst our Supply Chain and Support Centre employees;
• £5,060 in gift voucher donations for our new store openings and customer service charitable donations;
• £22,500 in product donations to the Mission Christmas ‘Cash for Kids’ campaign; and
• Over £11m in total for Mission Christmas ‘Cash for Kids’ product donations through customers and colleagues. This helped 225,792
children at Christmas.
Links and more
information
See the Communities section in the Corporate social responsibility report on pages 36 to 37.
54
B&M European Value Retail plc
Annual Report and Accounts 2026
Stakeholders and Section 172 Statement continued
Suppliers
Why we
engage
We regard our suppliers as key business partners. Many of them have worked with us for a number of years. We like to build long term
relationships with suppliers to support our business. We give our suppliers the potential to grow with us, which also further strengthens
those relationships.
How we
engage,
measure
and monitor
There is regular engagement with the Group’s suppliers led by the Group’s Trading Director, Grocery Controller, senior members of the
Group’s buying and merchandising teams and our Hong Kong based sourcing agents. This includes a range of supplier visits, meetings
and presentations, factory visits and trade fair meetings in China, the UK, the US, and the EU with both existing and new suppliers.
Examples
of actions
in FY26
There has been a continuous rolling programme of ensuring suppliers meet appropriate levels of external audit social compliance checks. This is
important to the welfare of the employees of our suppliers, and the maintenance of their ongoing trading relationships with our Group.
This year, we engaged with the top 100 suppliers selected based on financial spend, compared to FY25. The ESG supplier questionnaire
will help us to obtain information regarding their carbon measurement processes and reduction efforts, as well as wider ESG ambitions.
This programme forms part of our supplier engagement target which has been validated by the SBTi.
Examples
of outcomes
in FY26
The Company has continued to outsource the audit checking processes to Multi-lines International Company Limited (‘Multi-lines’) and
Goodmans International Company Limited (‘Goodmans’). This has enabled the Group to apply a consistent and established and utilise
Multi-lines and Goodmans’ expertise and connections across Asia on our behalf.
Links and more
information
See the Supply Chain section in the Corporate social responsibility report on pages 37 to 38.
55
B&M European Value Retail plc
Annual Report and Accounts 2026
Governance Financial statements
Strategic report
Investors
Why we
engage
Our investors include our shareholders and bondholders. They have a direct financial interest in the performance of our business and the
continued success of our company.
How we
engage,
measure
and monitor
Our management team hold roadshow presentations and individual meetings with investors following the announcements of our
half-year and full-year results. Presentations and conference calls are also held following the announcement of our Q1 and Q3 trading
updates. Each of these are attended by our coverage analysts, who collectively act as an important conduit of information between our
company and the wider financial markets.
Our investor relations team manages an ongoing programme of investor meetings to provide current shareholders and prospective
investors the opportunity to meet our management to learn more about our company. These are held on both an ad hoc basis and
through roadshows and investor conferences designed to target specific investor types. We also arrange occasional site visits to provide
access opportunities across our operations for investors seeking a deeper understanding of our day-to-day activities and capabilities.
Our Board reviews investor relations reports and market updates as a standing agenda item at each of its meetings throughout the year,
as well as at our annual strategy day.
In order to receive valuable investor feedback, both the Chair of the Board and our Senior Independent Director engage with shareholders
as required. In addition, our Annual General Meeting provides an opportunity for all shareholders to meet with the Board and Committee
chairs.
Examples
of actions
in FY26
We provided a comprehensive overview of our Back to B&M Basics plan on each of our investor calls in October and November 2025 and
held a series of calls with our largest shareholders to engage with them on our goals and ambitions. This was accompanied by a progress
update on Back to B&M Basics alongside our Q3 Trading Statement in January 2026.
We held calls and in-person meetings with a substantial number of overseas shareholders and investors, including through conferences
and roadshows in Europe and the United States.
Management and investor relations also presented at investor conferences in the UK and Europe to maximise the reach of our investor
engagement, as well as facilitating individual and group tours of our UK stores to help investors understand the changes we are planning
to bring about under Back to B&M Basics.
We were pleased that all resolutions were passed at our 2025 AGM, with most of them supported by over 95% of shareholders’ votes
cast. It was noted that certain shareholders voted against the Board’s recommendation in relation to resolution 21 and resolution 22,
which, in line with the Statement of Principles on Dis-applying Pre-Emption Rights most recently published by the Pre-Emption Group,
authorise the Board to (i) issue shares representing up to 10% of the issued share capital on a non-pre-emptive basis; and (ii) issue
shares representing up to an additional 10% of the issued share capital on a non-pre-emptive basis for capital investments.
The views of our shareholders are a critical component in our approach to good corporate governance. As such, the Company subsequently
engaged with these shareholders to ensure their views are fully understood with respect to these changes and their concerns are taken into
consideration by the Board in future determinations in these matters. We are continuing our dialogue with shareholders and will be reviewing
the Company’s approach to pre-emption as an outcome of those discussions, while also being mindful to ensure that the Company’s
approach to the disapplication of pre-emption rights continues to balance the long-term interests of the Company, its shareholders and
all stakeholders.
Examples
of outcomes
in FY26
The company declared the following dividends in FY26:
• an interim dividend of 3.5p per share paid in December 2025.
• subject to approval from shareholders a final dividend of 6.1p in July 2026.
Links and more
information
See the Viability statement on page 29 and also the Financial review on pages 18 to 21.
56
B&M European Value Retail plc
Annual Report and Accounts 2026
Governance at a glance
1 2 3 4 5 6 7 8 9
Governance overview
The purpose of this report is to demonstrate the Board’s approach to corporate governance,
which is underpinned by reporting against the UK Corporate Governance Code 2024.
It provides an overview of the work of the Board and Committees across the year.
Contents
Chair’s introduction to Corporate
Governance and The Board of Directors
of B&MEuropean Value Retail plc 57
Corporate Governance report 60
Audit & Risk Committee report 67
Nomination Committee report 73
Directors’ remuneration report 76
Directors’ report and
business review 92
Statement of Directors’
responsibilities 96
Independence (number
of independent
Directors)*
Ethnicity %* Gender %*
Independent Non-Executive
Directors 6
Executive Directors 2
Chair (independent upon
appointment) 1
White 89%
Ethnically diverse 11%
Male 56%
Female 44%
Non-Executive Director tenure
Average tenure: 2 years 11 months
Tiffany Hall
Oliver Tant
Paula MacKenzie
Hounaïda Lasry
Nadia Shouraboura
Euan Sutherland
Peter Pritchard
* Data is correct as at date of report.
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Annual Report and Accounts 2026
Governance
Financial statements
Strategic report
Chair’s introduction to Corporate Governance and
The Board of Directors of B&MEuropean Value Retail plc
Firm foundations of corporate governance
in line with the UK Corporate Governance Code.
Dear Shareholder,
This report sets out the main elements
of the Company’s corporate governance
structure and how it complies with the UK
Corporate Governance Code. It also includes
information required by the Listing Rules and
the UK Financial Conduct Authority (‘FCA’)
Disclosure and Transparency Rules (‘DTRs’).
This year we have continued to develop
under the UK Corporate Governance Code
2024 (the ‘Code’) and other UK regulations in
relation to corporate governance objectives
and practices, within our own governance
framework and Board agenda programme.
The main elements arising during the year, and
also other important corporate governance
developments of the Group are summarised
below.
We have applied our principles and consider
the interests of all stakeholders in developing
our governance framework and in our ongoing
decision making. In my Chair’s statement on
pages 4 to 5, I have highlighted a number of
topics which indicate how our approach to
governance has continued to evolve with the
growth of our Company. We continue to make
good progress, improving our internal controls,
developing our ESG strategy and embedding
our framework following the migration of the
Company to Jersey. Our Board recognises
the continuing importance of diversity. A firm
foundation of corporate governance continues
to provide a strong and stable basis for the
growth and success of B&M.
Tiffany Hall
Non-Executive Chair of the Board and
Chair of the Nomination Committee
Appointment:
September 2018
Non-Executive Chair of the Board and Chair
of the Nomination Committee.
Tiffany joined the Board of B&M in 2018 and
has held various roles, including Chair of the
Remuneration Committee and Designated
Non-Executive for Workforce Engagement.
Tiffany succeeded Ron McMillan as Senior
Independent Director in July 2023 and
became Independent Non-Executive Chair
of the Board on conclusion of the Annual
General Meeting on 23 July 2024.
She previously served as Chief Executive
Officer of BUPA Home Healthcare, Marketing
Director at BUPA, Head of Marketing at
British Airways and also Chair of Airmiles and
BA Holidays. Prior to that, she held various
other senior positions at British Airways
including Head of UK Sales and Marketing.
External appointments:
Tiffany is a Non-Executive Director of
Symington Family Estates S.A. and Chair
of John E Fells & Sons Ltd.
Committee membership:
NOM
Meet our Board
A&R
Audit & Risk
REM
Remuneration
NOM
Nomination
Chair
Committee membership key
Tjeerd Jegen
Chief Executive Officer
Appointment:
June 2025
Tjeerd joined the Group as Chief Executive
Officer and was appointed to the Board on
16 June 2025.
Prior to joining B&M, he was CEO of Dutch
retailer HEMA and held senior leadership
roles at Ahold Delhaize, Tesco, Metro Group,
Woolworths and Takko Fashion across
Europe, Asia and Australia. A Dutch national,
he brings 30 years of experience in value-
driven, customer-centric retail and has
led businesses across a range of formats,
including supermarkets, department stores
and discount retail. Tjeerd holds a Master’s
degree in Business Administration and has
lived and worked in nine countries.
External appointments:
Nil.
Committee membership:
Nil.
Peter Waterhouse
Interim Chief Financial Officer
Appointment:
April 2026
Peter joined the B&M Group in 2013 and was
appointed Interim Chief Financial Officer on
the 10 April 2026.
Peter has been a key member of the B&M
Finance team since joining in 2013 and
previously held the roles of Group Financial
Controller and Finance Director. He trained
and qualified with PwC whilst winning three
internal prizes and has also worked for
Johnson Service Group and Logica. Peter
is a Fellow of the ICAEW and holds three
degrees in Mathematics including a PhD (and
published paper) achieved in 2008 whilst
attending the University of Manchester.
External appointments:
Nil.
Committee membership:
Nil.
58
B&M European Value Retail plc
Annual Report and Accounts 2026
Meet our Board continued
The Board of Directors
Hounaïda Lasry
Independent Non-Executive Director
and Chair of Remuneration Committee
Appointment:
September 2023
Hounaïda has international experience
in general management and marketing.
She previously spent almost 30 years at
Procter & Gamble across various sectors
and geographies. In her final role, she
had responsibility for a portfolio of Skin
& Personal Care brands across Europe.
Hounaïda was also a Non-Executive Director
at Britvic plc and on the Advisory Board
of the Geneva School of Economics and
Management. Hounaïda became Chair of
the Remuneration Committee in July 2024.
External appointments:
Nil.
Committee membership:
REM
NOM
Oliver Tant
Senior Independent Non-Executive
Director and Chair of the Audit & Risk
Committee
Appointment:
November 2022
Oliver has over 40 years’ experience as a
finance professional most recently as Chief
Financial Officer of Imperial Brands plc the
FTSE 30 listed consumer brands company
and prior to that for 30 years at KPMG. At
Imperial Brands plc, Oliver held responsibility
for Finance but also IT, Procurement, Legal
and Corporate Development. At KPMG he
was a Vice Chair and during 20 years as a
partner he served a wide variety of listed
and privately-owned clients and also ran
KPMG’s UK Audit and Global Financial
Advisory Services businesses.
Oliver became Chair of the Audit & Risk
Committee after the Annual General Meeting
in July 2023. In July 2024, Oliver became
Senior Independent Non-Executive Director
of the Board.
External appointments:
Oliver is an Independent Non-Executive
Director and Chair of Forvis Mazars LLP
Audit Board. In addition, Oliver also serves
as a Non-Executive Director and Audit &
Risk Committee Chair at Hello Fresh Group.
Committee membership:
A&R
NOM
REM
Paula MacKenzie
Independent Non-Executive Director
and Designated Non-Executive Director
for Workforce Engagement
Appointment:
November 2021
Paula has a strong background in general
management and finance. Paula is Chief
Executive Officer of Pizza Express and her
experience is in transforming Food & Drinks
businesses, having worked for some of
the world’s most recognised companies
including KFC, Diageo, GSK and innocent.
Paula led the KFC business (part of Yum!
Brands) in the UK and Ireland as Managing
Director, and in her 11 years at Yum! had a
range of senior executive roles including
Chief Finance Officer, Chief Development
Officer and Chief Marketing Officer. Paula
became Designated Non-Executive Director
for Workforce Engagement in July 2024.
External appointments:
Paula is an Advisory Board member for
Pennies, the micro-donation charity.
Paula is Chief Executive Officer of
Pizza Express.
Committee membership:
A&R
NOM
59
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Annual Report and Accounts 2026
Governance
Financial statements
Strategic report
Outgoing members
Alex Russo
Chief Executive Officer
September 2022 – April 2025
Alex served as Chief Executive Officer of the
B&M Group from 26 September 2022 until his
retirement from the Board on 30 April 2025. Prior
to becoming Chief Executive Officer, Alex was the
Chief Financial Officer for the B&M Group from
16 November 2020.
Mike Schmidt
Chief Financial Officer
November 2022 – November 2025
Mike served as Chief Financial Officer of the B&M
Group from November 2022 until November 2025.
In addition, following Alex Russo’s retirement as
Chief Executive Officer on 30 April 2024, Mike
Schmidt was appointed to act as interim CEO
alongside his role as CFO, until Tjeerd Jegen
joined the business as CEO on 16 June 2025.
Helen Cowing
Interim Chief Financial Officer
December 2025 – April 2026
Helen served as Interim Chief Financial Officer
of the B&M Group from 1 December 2025 until
10 April 2026.
A&R
Audit & Risk
REM
Remuneration
NOM
Nomination
Chair
Committee membership key
Nadia Shouraboura
Independent Non-Executive Director
Appointment:
May 2024
Nadia has a very broad range of experience
which includes public company roles and
leading entrepreneurial ventures in retail
and other sectors. An entrepreneur and
former senior Amazon executive she played
a key role in building out the company’s
technology and supply chain capability
during a period of unprecedented growth
in the 2000s and early 2010s. Nadia also
served as a Non-Executive Director for
8years at Ferguson plc from February 2017
until January 2025. Nadia has decided
not to stand for re-election at the Annual
General Meeting to be held on 21 July 2026.
As such, Nadia will retire as Non-Executive
Director of the company at the conclusion
of the AGM.
External appointments:
Nadia is currently serving as a Non-
Executive Director at MTS Group/Mobile
Telesystems PJSC, and Ocado Group plc.
Alongside her three public board roles,
Nadia has several private and advisory
roles including New Mountain private
equity, Formlabs Inc. and Tosca Limited.
Committee membership:
REM
NOM
A&R
Peter Pritchard
Independent Non-Executive Director
Appointment:
April 2026
Peter was Group Chief Executive Officer of
Pets at Home from 2018 to 2022 and brings
40 years of retail industry experience to
B&M, including prior roles at Fressnapf,
Asda and Wilko.
Peter has considerable Board experience,
which, as well as his previous executive
roles, include serving as Independent
Non-Executive Director at Motabiility
Operations Group.
External appointments:
Peter is Non-Executive Director of AO World,
where he is currently Senior Independent
Director and Chair of the Remuneration
Committee. In addition, Peter also serves as
a Non-Executive Director and Remuneration
Committee Chair at Motability Operations
Limited.
Committee membership:
NOM
Euan Sutherland
Independent Non-Executive Director
Appointment:
January 2025
Euan has a wealth of retail and consumer
goods experience, having led major
consumer-facing businesses both in the
UK and internationally. He is currently CEO
of AGBarr PLC and has held CEO positions
for over 20 years across some of the UK’s
largest retail brands including Superdrug
& Savers, B&Q, Superdry and the Co-op
Group. He was also Group COO of Kingfisher
plc and led store operations and marketing
at Matalan. Euan also has a background in
global FMCG brands, including Mars and
Coca-Cola, plus eight years on the Board
of Britvic plc as a Non-Executive Director.
A graduate of Aston Business School,
Euan also holds an Honorary Doctorate
in Business Management.
External appointments:
Euan is currently serving as a CEO of
AGBarr PLC and Director and Member
of the Executive Council of the BSDA.
Committee membership:
REM
NOM
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Annual Report and Accounts 2026
Corporate Governance report
This report sets out the
main elements of the
Company’s corporate
governance structure and
how it complies with the UK
Corporate Governance Code.
It also includes information
required by the Listing Rules
and the UK FCA DTRs.
Code compliance
The Board is committed to high standards of
corporate governance. Except where referred
to on page 78, (workforce engagement on
executive pay), the Company has complied
throughout the year under review with the
provisions of the Listing Rules, the Code
published in 2024 and the DTRs. At the date of
this report the Company is fully compliant with
gender and diversity targets required by the
Listing Rules. A copy of the Code is available
on the UK Financial Reporting Council’s (‘FRC’)
website at www.frc.org.uk.
Management responsibilities
The Executive Directors of the Group and of
its three main businesses are responsible
for the day-to-day operational and strategic
matters in relation to each of the businesses,
which includes B&M UK, Heron Foods and
B&M France. Members of the broader senior
executive team hold regular weekly meetings
led by the CEO to review progress and
management activities of the Group.
Schedule of matters reserved to the Board
The following matters are reserved to the Board for its approval:
Board and Committee attendance at scheduled meetings during FY26:
Directors
Board
6
attended
Audit & Risk
Committee
5
attended
Nomination
Committee
5
attended
Remuneration
Committee
3
attended
Tiffany Hall – Chair 6 – 5 –
Tjeerd Jegen
1
5 – – –
Mike Schmidt
2
4 – – –
Helen Cowing
3
2 – – –
Paula MacKenzie 5 5 4 –
Oliver Tant 6 5 5 3
Hounaïda Lasry 6 – 5 3
Nadia Shouraboura 6 5 5 3
Euan Sutherland 6 – 5 3
Directors who retired from the Board during FY26
4
3
1. Tjeerd Jegen has a full attendance record from his appointment as Chief Executive Officer on 16 June 2025.
2. Mike Schmidt had a full attendance record until his resignation on 1 December 2025.
3. Helen Cowing had a full attendance record from her appointment to the Board on 1 December 2025 until she
stepped down in April 2026.
4. Directors who retired from the Board before the date of this report are Alex Russo, Mike Schmidt and Helen Cowing,
each of which had full Board attendance records until the end of their respective tenures.
Approve
• approving the long-term strategy
and objectives of the Group and
reviewing the Group’s performance
and management controls;
• approving any changes to the
capital structure of the Group;
• approving the financial reporting,
budgets, dividend policy and any
significant changes in accounting
policies and practices of the Group;
• approving any major capital
projects of the Group;
• approving the structure, size and
composition of the Board and
remuneration of the Non-Executive
Directors; and
• approving and supervising any
material litigation, insurance levels
of the Group and the appointment
of the Group’s professional
advisors.
Ensure
• ensuring a satisfactory dialogue
with shareholders based on
the mutual understanding of
objectives; and
• ensuring the maintenance of a
sound Internal Control Framework
and risk management.
Review
• reviewing the Company’s
overall corporate governance
and approving the division of
responsibilities of members
of the Board.
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Annual Report and Accounts 2026
Governance
Financial statements
Strategic report
Executive management
The Executive Directors of the Group and of its three main businesses are responsible for the day-to-day
operational and strategic matters in relation to each of the businesses of the Group, which includes B&M UK,
B&M France and Heron Foods. Members of the broader senior executive team hold regular weekly meetings
led by the CEO to review progress and management activities of the Group.
Audit & Risk
Committee
This Committee is made up
of three Independent Non-
Executive Directors
The main responsibilities
of the Committee are:
• reviewing and monitoring
the integrity of the financial
statements and price
sensitive financial releases
of the Company;
• monitoring the quality,
effectiveness and
independence of
the external auditors
and approving their
appointment fees;
• monitoring the
independence and
activities of the internal
audit function;
• assisting the Board with
the risk management
strategy, policies and
current risk exposures;
• reviewing the adequacy
and effectiveness of the
Group’s internal financial
controls and control
and risk management
framework; and
• maintaining effective
oversight of compliance
by our UK businesses with
the Groceries Code.
See page 67 for a copy of
the Committee’s report.
Nomination
Committee
This Committee is made up of
the Chair and six Independent
Non-Executive Directors
The main responsibilities
of the Committee are:
• reviewing the structure, size,
diversity and composition
of the Board, including the
balance of Executive and
Non-Executive Directors;
• putting in place plans for
the orderly succession of
appointments to the Board
and to senior management;
• identifying and nominating
candidates, for approval
by the Board, to fill Board
vacancies as and when
they arise;
• ensuring, in conjunction with
the Chair of the Company,
that new Directors receive
a full, formal and tailored
induction; and
• keeping under review
the leadership and senior
management needs of the
Group including Executive
and Non-Executive
Directors and the wider
senior management team,
with a view to ensuring the
continued ability of the Group
to compete effectively in the
marketplace.
Terms of reference of each of the Committees are available on B&M’s website at
www.bandmretail.com
See page 73 for a copy of
the Committee’s report.
Remuneration
Committee
This Committee is made up
of four Independent Non-
Executive Directors
The main responsibilities
of the Committee are:
• setting the policy for
the Group on executive
remuneration;
• determining the level of
remuneration of the Chair,
the Executive Directors of
the Company, the Group’s
General Counsel and
the first layer of senior
management of the
Group below the Board;
• preparing an annual
Directors’ remuneration
report for approval by
shareholders at the
Annual General Meeting
of the Company;
• designing share schemes
for approval by the
Board for employees
and approving awards
to Executive Directors
and certain other senior
management of the
Group; and
• reviewing pay and
conditions across the
Group’s wider workforce.
Workforce
Engagement NED
Paula MacKenzie is the
designated Non-Executive
Director for Workforce
Engagement
The main responsibilities
of this role are the
governance and oversight
of the following matters:
• to consider with the
Board the mechanisms
required from time to
time by the Group in
relation to workforce
engagement to
enable the Board
to be appropriately
appraised on colleague
engagement;
• to coordinate such direct
engagement between the
Non-Executive Directors
and the workforce as is
considered appropriate;
• to ensure the
workforce engagement
mechanisms which are
approved by the Board
are put in place and
are effective;
• to report on the outputs
from those mechanisms
to the Board at least
twice a year, and make
any recommendations
arising from those reports
to the Board; and
• the holder of this office
is also supported
by members of the
senior Executive team
of the Group who are
responsible for the day-
to-day implementation
of the Workforce
Engagement mechanisms
by the Group.
See page 35 on
workforce engagement.
See page 76 for a copy of
the Committee’s report.
How we govern
The Board and Committee structure of the Company is as follows:
B&M’s Board
The Board of Directors of B&M as at the date of this report has nine members comprising the Chair,
two Executive Directors and six Independent Non-Executive Directors.
See pages 56 to 59 for more information.
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Board responsibilities
The Board is collectively responsible for the
strategy and long-term success of the Group,
and for ensuring there is an effective framework
of internal controls within the Group for the
assessment and management of key risks.
The Board has delegated certain responsibilities
to three main Committees to assist in
discharging its duties and the implementation
of matters approved by it (see the table
on page 61). The reports of each of the
Committees for the year under review
are set out on pages 67, 73 and 76.
A presentation of each of the B&M UK, Heron
Foods and B&M France businesses and their
up-to-date trading performance is provided
by the CEO at each Board meeting, together
with comprehensive financial reports and
analysis presented by the CFO. During those
months that fall outside the regular cycle of
Board meetings, the CEO and CFO also provide
reports and management accounts packs
updating the Board on the current trading
performance of each of the Group’s businesses.
Members of the broader senior management
teams of B&M UK, Heron Foods and B&M France
participate at certain meetings of the Board and
store tours with the Board during the course of
the year. The senior executive team participates
in the annual strategy day of the Group.
The implementation of the Board-approved
strategy, policies and decisions is delegated
to the Executive Directors of the Company to
execute them in relation to the day-to-day
operational management of the Group’s main
businesses. The Executive Directors are also
supported by senior management teams in
each of the B&M UK, Heron Foods and B&M
France businesses of the Group. The leadership
teams of those businesses regularly have
business update and trading review meetings
with the Group CEO and CFO.
In addition to the regular scheduled meetings,
the Board and Committees have passed a
series of written resolutions during the year in
relation to the formal decisions taken by them.
Meetings between the Non-Executive Directors
and Chair have taken place and the Non-
Executive Directors have met without the
Chair being present.
The Chair has also had one-to-one meetings
in the year under review with each of the
Independent Non-Executive Directors.
The Company held two general meetings of
shareholders in the year under review, being
the Annual General Meeting on 22 July 2025
and Extraordinary General Meeting on 22 July
2025 to approve the migration of the Company
from Luxembourg to Jersey.
Board composition
The retirement of Alex Russo, as Chief
Executive Officer, took effect from 30 April
2025.
Following Alex’s retirement, Mike Schmidt
was appointed interim Chief Executive Officer,
alongside his role of Chief Financial Officer, until
a permanent successor was found. On 15 May
2025 it was announced that Tjeerd Jegen
would be appointed Chief Executive Officer
with effect from 16 June 2025.
Mike Schmidt resigned from his position
as Chief Financial Officer with effect from
1 December 2025. Helen Cowing was
appointed to the Group and joined the
Board as interim Chief Financial Officer from
1 December 2025. Helen stepped down as
interim Chief Financial Officer on 10 April 2026
with immediate effect and was succeeded by
Peter Waterhouse.
During the financial year the senior non-
executive appointments remained the
same with Tiffany Hall as Chair of the Board
of Directors and Chair of the Nomination
Committee and Oliver Tant in the role of Senior
Independent Director and Chair of the Audit
and Risk Committee. Oliver has the requisite
skills and experience for each of these roles,
having had a number of years’ experience on
a variety of public company boards as both
Executive and Non-Executive and extensive
and relevant accounting experience.
Hounaïda Lasry remains as Chair of the
Remuneration Committee and Paula
MacKenzie as Designated Non-Executive
for Workforce Engagement.
As at the date of this report, the Board
compromises the Chair, two Executive
Directors acting as the CEO and interim CFO,
and six Independent Non-Executive Directors.
The Code recommends that at least half of the
Board, excluding the Chair, should comprise
Independent Non-Executive Directors. The
Company met this requirement during the
whole of the year under review, with each of
Paula MacKenzie, Oliver Tant, Hounaïda Lasry,
Nadia Shouraboura and Euan Sutherland being
Independent Non-Executive Directors. With the
appointment of Peter Pritchard as an additional
Independent Non-Executive Director the Board
continues to meet this recommendation.
Each of the Independent Non-Executive
Directors who served during the year under
review was and continues to be considered
by the Board to be independent in character
and judgement. The Code recommends that
the Board identifies each Non-Executive
Director it considers to be independent and
any circumstances which are likely to impair
or could appear to impair a Non-Executive
Director’s independence. All the Non-Executive
Directors are free from relationships or
circumstances which may affect, or could
appear to affect, their judgement as Directors.
Independence is determined by ensuring
that the Non-Executive Directors do not
have any material business relationships or
arrangements (apart from their fees for acting
as Non-Executive Directors) with the Group or
it’s Directors, which in the opinion of the Board
could affect their independent judgement.
All Directors have service agreements or letters
of appointment in place and the details of the
terms of them are set out in the Directors’
Remuneration Report on pages 76 to 91.
Diversity policy
The diversity policy applied to the Board is
based upon the Listing Rules requirements
of UKLR 6.6.6R(10). The overall objective of
the Company’s diversity policy is to ensure
that the Company has a well-balanced Board
at all times in terms of the necessary skills,
experience and independence of character and
judgement of its members, for the Group to be
managed effectively for its long-term success.
Appointments to the Board are based on merit
so that the best candidates are appointed,
but within that the Company recognises
the value which a diverse Board brings to
the business and it embraces diversity in
relation to gender, race, age, educational and
professional backgrounds. The Board is well
placed to meet the Listing Rules requirement
in relation to diversity. Along with that criteria,
diversity in relation to retail and related sectors
and relevant functional experience as well as
experience in relation to membership and Chair
of Board committees are also relevant criteria
of the Company.
Details of the Company’s ethnic and gender
diversity in relation to the Board and executive
management of the Group are included in
the Corporate social responsibility report on
page31.
During the year under review the Board was
fully compliant with UKLR 6.6.6 (9) (a) (iii)
with respect to diversity with Hounaïda Lasry
being a Non-Executive Director from an ethnic
minority background.
In the year under review, the Executive
Committee, being the first level of senior
management below the Board, had no
ethnic minority member out of a total of ten
members. The senior management team
which comprises the Executive Committee and
the level of management below had no ethnic
minority representation.
Corporate Governance report continued
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B&M European Value Retail plc
Annual Report and Accounts 2026
Governance
Financial statements
Strategic report
As recommended by the Parker Review, the
Company has voluntarily set targets for 10%
ethnic minority representation within the
senior management by the end of FY27.
Senior management is defined as the
Executive Committee and their direct reports
and the company is taking steps towards its
stated target.
Throughout the financial year under review
the Board’s gender diversity complied with
the requirement of UK 6.6.6 (9) (a) (i) to have
40% of the Board as female. Between April
2025 until November 2025 the Board had
50% female representation (four female Board
members out of the total eight members).
Following the appointment of Helen Cowing
as interim CFO and at the end of the financial
year, female board representation increased
to 63% (five female Board members out of the
total eight members). As at the date of this
report, female board representation is at 44%
(four female Board members out of the total
nine members).
In accordance with UKLR 6.6.6 (9) (a) (ii),
for the year under review, one of the female
Board members continued to occupy a senior
position, with Tiffany Hall acting as Chair of the
Board of Directors.
The Executive Committee, the first level of
senior management below the Board, has
continued to increase its female representation
throughout the year under review. At the start
of FY26, one member out of a total of ten
Executive Committee members, being the
Group IT Director, was female. In November
2025 female representation increased to three
out of ten members with the appointment of
female Supply Chain Director and interim CFO.
As at the date of this report, the appointment
of Group HR Director maintains the female
membership of the Executive Committee as
three out of the total ten members.
The senior management team which
comprises the Executive Committee and the
level of management below has 45% female
representation. The Company has a target for
40% female representation within the senior
management by the end of FY27.
In FY26 the Company collected data in
respect of diversity from its new starters.
Colleagues are encouraged to give their
ethnic origin, sexual orientation, religion,
any disability and gender in accordance with
government guidelines. Data collection is
performed on the basis of self reporting
by the individual concerned.
Details on the diversity of the individuals of the
Board and executive management are set out
on page 56.
Conflict of interests
As at the date of this report, there are no
potential conflicts of interest between any
of the Directors or senior management with
the Group and their private interests.
There is an established process of the Board
for regularly reviewing actual or potential
conflicts of interest. In particular, there
is a process for reviewing property lease
transactions proposed to be entered into by
related parties of Directors with any entities
in the Group, including the provision of
professional advice and consideration of it by
a Related Party Transactions Committee of the
Board (which includes the Chair of the Board,
Chair of the Audit & Risk Committee and the
General Counsel of the Group) and also by the
Company’s Sponsor in providing its opinion
on the application of the Listing Rules and
the applicability and appropriateness of any
exemptions in respect of any transactions in
the ordinary course of business.
Whilst the Company was domiciled in
Luxembourg, each of the transactions
were also reported to general meetings of
shareholders in accordance with Luxembourg
Law. The above processes include:
• reports by the property estates team
of B&M on the relevant subject store’s
suitability and location and details of the
principal terms of the proposed lease;
• reports from the external property
consultants of B&M who are retained to
advise on new store acquisitions, store
suitability and location strategy;
• reports from external independent property
consultants on the principal commercial
terms of the proposed lease and site
location of the proposed new store;
• each of the Chair and General Counsel, and
also independently of them, the Company’s
Sponsor, discuss where necessary, the
reports of the external independent
property consultants with them as part of
the process of the review by the Related
Party Transactions Committee of the Board;
• the Company’s Sponsor provides a written
opinion to the Company in advance of the
Related Party Transactions Committee’s
consideration of the relevant proposed
transactions;
• copies of all the reports referred to above
and the Sponsor’s Opinion are reviewed by
the Related Party Transactions Committee
on behalf of the Board, and, in its updates to
the Board the Committee provides copies
of all the above reports and opinions to the
Board; and
• the Related Party Transactions Committee
of the Board considers the appropriateness
of the relevant transactions independently
of Arora Family interests.
The same process above would apply to the
purchase of freehold store premises by the
Group from those related parties (if any). In
addition, upon migration of the Company these
processes were reviewed and updated to take
into account Jersey Law requirements and to
reflect changes consequent to the migration.
In addition to the above processes, the Chair
of the Audit & Risk Committee monitors on
behalf of the Board a rolling report of Related
Party Transactions.
Bobby Arora, Ropley Properties Ltd, Rani
Investments, TJL UK Limited and Triple Jersey
Ltd are all landlords of certain properties
leased by the Group with Ropley Properties
Limited and Triple Jersey Ltd owned by Arora
Family Trusts. For the purposes of FY26
reporting we have included details of these
related party transactions. However, with
Bobby Arora’s resignation of his directorship
and employment with B&M Retail Limited on
31 March 2025 any related party relationship
expired on 30 March 2026.
See pages 94 and 95 in relation to details of
related party transactions entered into in the
financial year 2026, also set out in note 26 on
pages 152 to 153 of the financial statements.
Audit & Risk Committee
Oliver Tant was appointed as Chair of the Audit
& Risk Committee on conclusion of the AGM
in July 2023. Oliver has the requisite recent
and relevant financial experience for the role.
Details of Oliver’s experience is detailed in his
biography on page 58.
As at the date of this report, the Audit & Risk
Committee consists of three Independent
Non-Executive Directors.
The members of the Committee during the
year under review were Oliver Tant (Chair),
Paula MacKenzie, and Nadia Shouraboura.
The Committee as a whole has competence
relevant to the retail sector. See further the
biographies of each of the members of the
Committee on pages 58 and 59.
The duties of the Committee as delegated
by the Board are contained in the terms of
reference available on the Group’s corporate
website (as referred to above) and are also
summarised in the table on page 61.
All meetings of the Committee are attended by
the CFO. The Chair of the Board and the CEO
are invited to attend. The Group’s internal audit
function, the Grocery Code Compliance Officer
and where required other relevant senior
management also attend alongside the audit
partners of the Group’s external auditors.
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B&M European Value Retail plc
Annual Report and Accounts 2026
The Audit & Risk Committee report on pages 67
to 72 sets out details of the role and activities of
the Committee in the last financial year.
Remuneration Committee
In FY26, the Remuneration Committee consisted
of four Independent Non-Executive Directors.
The members of the Remuneration Committee
during the year under review were Hounaïda
Lasry (Chair), Oliver Tant, Nadia Shouraboura
and Euan Sutherland. With Nadia Shouraboura
notifying of their intention not to stand for
re-election at the next AGM, the Nomination
Committee has recommended that Peter
Pritchard joins as a member of the Remuneration
Committee with effect from 21 July 2026.
The terms of reference of the Remuneration
Committee are available on the Group’s
corporate website (as referred to above) and
are also summarised in the table on page 61.
The Chair of the Board, the CEO and General
Counsel regularly attend meetings of the
Committee, at the invitation of the Chair
of the Committee. The Committee retains
external advisors who attend and participate
at all meetings at the request of the Chair of
the Committee.
The Directors’ remuneration report on pages
76 to 91 sets out details of the role and
activities of the Remuneration Committee
in the last financial year.
Nomination Committee
As at the date of this report, the Nomination
Committee consists of seven Directors, being the
Chair of the Board (who chairs the Nomination
Committee), and each of the six Independent
Non-Executive Directors of the Company. The
members of the Nomination Committee during
the year under review were Tiffany Hall (Chair),
Paula MacKenzie, Oliver Tant, Hounaïda Lasry,
Nadia Shouraboura and Euan Sutherland. Peter
Pritchard joined the Nomination Committee
upon his appointment in April 2026. The duties
of the Nomination Committee as delegated
to it by the Board are contained in the terms
of reference available on the Company’s
corporate website (as referred to above) and
are also summarised in the table on page 61.
The Nomination Committee report on pages 73
to 75 sets out details of the role and activities of
the Committee in the last financial year.
Board and Committees effectiveness
review
An internal review of the effectiveness of the
Board and its three main standing Committees
was conducted during the year under review.
The Directors completed confidential
questionnaires in relation to the Board and
each of its three main standing Committees.
The process was co-ordinated by the Group’s
General Counsel who prepared a report
for the Board on the feedback provided by
the Directors. The main themes and points
arising from the review were discussed.
Overall the review concluded that the Board
and its committees functioned effectively.
There is healthy challenge and constructive
discussion with a strong working relationship
between the CEO and Non-Executive Directors.
Areas identified for improvement included
strengthening the Board with more UK retail
expertise, providing greater exposure of senior
managers to Non-Executive Directors and
more external insights.
In addition, the Chair has discussions with
Executive Directors and the Non-Executive
Directors on a one-to-one basis and together
as a group to discuss matters relating to
the Board, its balance and monitoring of the
exercise of powers of the Executive Directors.
In relation to other Code matters regarding the
effectiveness of the Board and its members,
where Directors have external appointments,
the Committee and the Board are satisfied that
they do not impact on the time the Director
needs to devote to the Company.
Approach to ESG governance
The Board held discussions on ESG at every
Board meeting throughout FY26 as the
management team continued to develop their
ESG strategy and progressed with a number
of different workstreams. Good progress was
made in executing the ESG programme in
accordance with the Board’s ESG strategy.
The Board is also committed to keeping ESG
as a standing agenda item for the coming year
as it looks to maintain momentum in this area.
The Board considered whether to create a
separate ESG Committee but decided to
continue to keep the review of the ESG
strategy at Board level.
Appointments, induction and
development
Where any new Director is appointed by the
Board, the Nomination Committee leads the
process and evaluates the balance of skills,
experience, independence, and knowledge and
diversity on the Board. In light of that process, it
approves a description of the role and capabilities
required and identifies candidates for the Board
to consider using external search consultants.
All new Directors receive a full, formal and
tailored induction programme and briefing
with members of senior management. This
includes a series of structured meetings with
the Executive Directors and other members
of the broader senior management team of
B&M. They are also required to meet major
shareholders where requested.
A manual of documents is available for new
Directors containing information about the
Group, Directors’ duties and liabilities under
Jersey Law and obligations under the Listing
Rules, DTRs and Market Abuse Regulations,
together with governance policies and the UK
Corporate Governance Code. In addition, in
preparation for the migration of the Company
to Jersey, each Director received specific
training relating to their duties as a Director
in Jersey and refresher training in relation to
their responsibilities as a plc Director.
The induction of Tjeerd Jegen as CEO and
Peter Pritchard as new Non-Executive Director
took place following their appointments.
The Directors update their knowledge and
familiarity with the businesses of the Group
throughout each year with a mix of central
operations and store tours in the UK and
France along with members of the senior
management. They also participate in senior
management briefings and presentations in
relation to each of the B&M UK, Heron Foods
and B&M France businesses.
The Nomination Committee considers the
training and development needs of the Executive
Directors. The Directors also receive regular
updates at Board and Committee meetings on
law, regulatory and governance matters and
future developments from the Group’s General
Counsel and Company Secretary.
There is a procedure for Directors to have
access to independent professional advice,
at the Company’s expense, in relation to their
duties should they require it at any time.
Re-election of Directors
The Board and the Chair consider that all the
members of the Board standing for re-election
at the AGM continue to be effective and
demonstrate commitment to their roles, are
able to devote sufficient time to their Board and
Committee appointments, responsibilities and
duties and those standing are recommended
by the Nomination Committee for re-election.
As previously noted, Nadia Shouraboura has
notified the Chair of their intention not to
stand for re-election at the AGM to be held
on 21 July 2026.
Division of responsibilities
There is a clear division of the roles and
responsibilities between the Chair and the
CEO and no individual has unrestricted
powers of decision making.
Chair’s key responsibilities: Tiffany Hall,
as the Chair of the Board, is responsible
for leading the Board and ensuring its
effectiveness, setting its agenda and high
standards of corporate governance. The
Chair facilitates the contribution of the Non-
Executive Directors and constructive relations
between them and the Executive Directors.
Corporate Governance report continued
65
B&M European Value Retail plc
Annual Report and Accounts 2026
Governance
Financial statements
Strategic report
Chief Executive’s key responsibilities:
At the date of this report, Tjeerd Jegen is
responsible for the day-to-day management
of the Group and implementation of strategy
approved by the Board and other Board
decisions. His role is supported by the senior
executive management teams in each of the
Group’s businesses.
Risk management and internal control
The Board has overall responsibility for ensuring
that the Group maintains a strong framework
of internal controls.
The internal controls framework, supported
by the internal audit function, is designed to
identify, manage and evaluate, rather than
eliminate, the risk of failing to achieve business
objectives. It can therefore provide reasonable
but not absolute assurance against material
misstatement, loss or failure to meet objectives
of the business, due to the inherent limitations
of any such system.
The Board carried out a review of the key
risks to the Group’s businesses as part of its
work for the migration of the company from
Luxembourg to Jersey, with specific risks
considered in the prospectus published on
25 February 2026.
The Board is satisfied that those risks and
relevant mitigating actions are acceptable for
a business of the type, size and complexity as
that operated by the Group. The key elements
of the Group’s framework of internal controls are
as follows:
• Financial reporting: monthly
management accounts are provided to the
members of the Board that contain current
financial and operational reports. Reporting
includes an analysis of actual versus
budgeted performance and overviews
of reasons for significant differences in
outcomes. The annual budget is reviewed
and approved by the Board. The Company
reports half yearly and publishes trading
updates in line with market practice;
• Risk management: the creation and
maintenance of a risk register, which is
continuously updated and monitored, with
full reviews occurring on a bi-annual basis,
facilitated by the internal audit function
of the Group. Each risk identified on the
risk register is allocated an owner, at least
at the level of a senior manager within
the business, and the action required, or
acceptance of the risk is also recorded. The
risk registers are provided to the Audit & Risk
Committee and the Committee reports key
risks and mitigating actions to the Board for
monitoring as appropriate;
• Monitoring of internal controls: the
Audit & Risk Committee receive regular
reports from the internal audit function as
well as those from the external auditors.
There are formal policies and procedures in
place to ensure the integrity and accuracy
of the accounting records of the Group and
to safeguard its assets; and
• Staff policies: there are formal policies
of the Group in place in relation to anti-
bribery and corruption, anti-slavery and
whistleblowing policies in relation to reporting
of any suspected wrongdoing or malpractice.
Those policies are reviewed and updated by
the Group as required from time to time.
The Board and the Audit & Risk Committee
have carried out a review of the effectiveness
of the system of internal controls during the
year ended 29 March 2026 and for the period
up to the date of approving the Annual Report
and financial statements. In addition, on
27 October 2025, the Board engaged EY to
undertake a comprehensive third-party review
of the IT systems and balance sheet controls
that resulted in the overseas freight costs
systems issue (as announced on 20 October
2025). This investigation is now complete
and the implementation of the report’s
recommendations on specific IT and financial
operational processes is substantially complete.
Information on the principal risks and
uncertainties of the Group are set out on
pages 22 to 28.
Regulatory framework
Shares in the Company are dematerialised
and held through CREST, a central securities
depositary operated by Euroclear UK &
Ireland Limited.
The Articles of Association of the Company
require adherence to the UK City Code on
Takeovers and Mergers (the ‘City Code’)
which contain squeeze-out and sell-out
rights of minority shareholders.
Shareholder relations
The Board recognises that good communication
is key to maintaining shareholder relations. The
Company has a Head of Investor Relations,
to act as the first point of contact with
shareholders. Meetings and calls are regularly
held with institutional investors and analysts in
order to provide the best quality information to
the market.
The formal reporting of our full year results
will be a combination of webcasts, in-person
presentations, one-to-one virtual meetings
and conference calls. The Board members,
including the Chair, the Senior Independent
Director and each of the other Non-Executive
Directors, are available to meet with major
shareholders where they wish to raise issues
outside of the above environments.
The Company will also communicate with its
shareholders through the AGM on 21 July 2026,
at which an account of the progress of our
businesses over the past year will be given
with the opportunity for shareholders to raise
any questions.
The Company holds conference calls and
one-to-one virtual meetings where practical
in accordance with market practice generally
during the course of each financial year
with bondholders.
The Company’s corporate website at
www.bandmretail.com is regularly updated
with our releases to the market and other
information and includes a copy of this
Annual Report and financial statements.
Other disclosures
Where information is applicable under
Listing Rule 6.6 in relation to the Group, the
independence statement can be found on
page 94 of this report.
Disclosures under DTR 7.2.6R with regard to
share capital are set out in the sections headed
‘Share capital’, ‘Shareholders’ and ‘Section (a)
Share capital structure’, in the Directors’ report
and business review on pages 92 to 95.
Tiffany Hall
Chair
2 June 2025
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Annual Report and Accounts 2026
Corporate Governance report continued
Reporting on gender identity or sex as at 28 March 2026
Number of
board members
Percentage
of the board
Number of senior
positions on the
board (CEO, CFO,
SID and Chair)
Number in
executive
management
Percentage
of executive
management
Men 3 37.5% 2 7 70%
Women 5 62.5% 2 3 30%
Not specified/prefer not to say – – – – –
Reporting on ethnic background as at 28 March 2026
Number of
board members
Percentage
of the board
Number of senior
positions on the
board (CEO, CFO,
SID and Chair)
Number in senior
management
Percentage
of senior
management
White British or other White (including minority-white groups) 7 87.5% 4 10 100%
Mixed/Multiple ethnic groups – – – – –
Asian/Asian British – – – – –
Black/African/Caribbean/Black British – – – – –
Other ethnic group 1 12.5% – – –
Not specified/prefer not to say – – – – –
67
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Annual Report and Accounts 2026
Governance
Financial statements
Strategic report
Dear Shareholder,
During the financial year, the Audit & Risk
Committee (the ‘Committee’) has continued
to carry out a key role within the Group’s
governance framework, supporting the
Board in risk management, internal control
and financial reporting.
The Committee exercises oversight of the
Group’s financial policies and reporting.
It monitors the integrity of the financial
statements and reviews and considers
significant financial and accounting estimates
and judgements. The Committee satisfies itself
that the disclosures in the financial statements
about these estimates and judgements are
appropriate and obtains from the external
auditor an independent view of the key
disclosure issues and financial statement risks.
In relation to risks and controls, the Committee
ensures that these have been identified
and that appropriate responsibilities and
accountabilities have been set.
A key responsibility of the Committee is to
review the scope of work undertaken by the
internal and external auditors and to consider
their effectiveness.
The Committee has also considered the
narrative in the Strategic Report and believes
that sufficient information has been provided
to give shareholders a fair, balanced and
understandable account of the Group’s
business.
During the year, the Committee again oversaw
the process used by the Board to assess the
viability of the Group, the stress testing of key
trading assumptions and the preparation of
the Viability Statement, which is set out on
page 29, in the Principal risks and uncertainties
section of the Strategic Report.
The Committee has continued to monitor
related party transactions and has monitored
the Group’s compliance with the Groceries
Supply Code of Practice (‘Groceries Code’).
In addition, the Committee has implemented
work to identify and assess any mitigating risks
related to Criminal Corporate Offence including
a structured approach taken to ensure that
all Associated Persons are adequately trained
and that robust risk management practices are
in place.
The UK Corporate Governance Code project
aims to enhance corporate governance
practices within our organisation in alignment
with the latest regulatory requirements and
industry best practices. The project focuses on
assessing our current governance framework,
identifying areas for improvement, and
implementing changes to ensure compliance
with the UK Corporate Governance Code.
On 20 October 2025 we announced that
following a system integration change, overseas
freight costs had not been correctly recognised
(the Freight Cost Issue). While the error did
not impact any audited historical financial
information, it did impact assumptions that
determined our 7 October 2025 Trading Update
and outlook. Total unallocated freight costs
as a result of the system integration change,
which were corrected through cost of sales,
amounted to £23m for the full financial year.
On 27 October 2025, the Board engaged EY
to undertake a comprehensive third-party
review of the IT systems and balance sheet
controls that resulted in the Freight Cost
Issue. This investigation has now reported
and the implementation of the report’s
recommendations on specific IT and financial
operational processes is substantially complete.
Further information on the Committee’s
responsibilities and the manner in which they
have been discharged is set out below.
Going forward, I shall ensure that the
Committee continues its focus on assessing
the resilience of the risk management and
internal control processes. In addition, to
acknowledge and embrace the Committee’s
role of protecting the interests of shareholders
as regards the integrity of published financial
information and the effectiveness of audit.
The Committee continues to monitor the
outcome of the consultations on the UK
Government’s proposals to restore trust in
audit and corporate governance.
I am available to speak with shareholders at
any time and will also be available at the AGM
on 21 July 2026 to answer any questions you
may have on this report.
I would like to thank my colleagues on the
Committee for their continued help and
support during the year.
Oliver Tant
Chair of the Audit & Risk Committee
2 June 2026
Role of the committee
The Committee has oversight of the external financial
reporting of the Group, risk management and mitigation
processes, the internal control framework and the
effectiveness of internal and external audit.
Audit & Risk Committee report
Oliver Tant
Chair of the Audit & Risk Committee
2 June 2026
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Annual Report and Accounts 2026
Audit & Risk Committee report continued
Committee composition
Throughout FY26 the Committee comprised
three members, each of whom is an
Independent Non-Executive Director of
the Company. Two members constitutes a
quorum. The Committee must include one
financially qualified member with recent and
relevant financial experience. Each of the
Committee Chair and Paula MacKenzie fulfil
that requirement. All members are expected
to understand financial reporting, the Group’s
internal control environment, relevant
corporate legislation, the roles and functions of
internal and external audit and the regulatory
framework of the business. As reflected in the
biographical summaries on pages 58 and 59,
all members of the Committee have significant
experience of working in or with companies in
the retail and consumer goods sectors and, as
such, the Audit & Risk Committee as a whole
has competence relevant to the retail sector.
During FY26, the members of the Committee
were Oliver Tant, Paula MacKenzie and Nadia
Shouraboura. Details of Committee meetings
and attendance are set out on page 60 of the
Corporate Governance report. The timing of
Committee meetings is set to accommodate
the dates of release of financial information
and the approval of the scope and reviews of
outputs from work programmes executed by
the internal and external auditors. In addition
to scheduled meetings, the Chair of the
Committee has had many discussions with
the CFO and the internal and external auditors
during the course of the year.
Although not members of the Committee,
the interim CFO, General Counsel and
representatives from the internal and external
auditors attended Committee meetings. The
Chair of the Board and the CEO have also
attended all Committee meetings upon the
invitation of the Chair of the Committee.
Responsibilities
The responsibilities of the Committee, as
delegated by the Board, are set out in its terms
of reference which are available on the Group’s
corporate website. They include the following:
• reviewing the integrity of the financial
statements, price sensitive financial
releases of the Group and the significant
financial judgements and estimates
relating thereto;
• monitoring the scope of work, quality,
effectiveness and independence of the
external auditors and approving their
appointment, reappointment and fees;
• monitoring and reviewing the independence
and activities of the internal audit function;
• assisting the Board with the development
and execution of a risk management
strategy, risk policies and current risk
exposures, including the maintenance
of the Group’s risk register;
• keeping under review the adequacy
and effectiveness of the Group’s internal
financial controls and internal control and
risk management systems;
• making recommendations to the Board in
relation to the appointment of the external
auditor; and
• maintaining effective oversight of
compliance by our UK businesses
with the Groceries Code.
Committee activities in FY26
In discharging its oversight of the matters
referred to in the introductory letter to this
report and as set out below, the Committee
was assisted by management, the Group’s
General Counsel and the internal and
external auditors.
The recurring work of the Committee
The Committee considered the following
matters during the year:
• consideration of the Annual Report and
Financial Statements of the Group;
• consideration of the interim results report
and non-statutory financial statements
of the Group for the half year;
• consideration of regulatory news service
announcements by the Company;
• consideration of significant areas of
accounting estimation or judgement;
• consideration of the significant risks
included in the Annual Report and of
the risk management processes applied
including satisfying itself that those
processes are rigorous and that the risks
emerging are appropriately disclosed;
• consideration of fraud risks and the controls
in place to detect any occurrences;
• approval of the external auditors terms
of engagement, audit plan and fees;
• review of the effectiveness and
independence of the external auditors;
• review of the going concern and viability
statements;
• approval of the internal audit plan; and
• reports of the UK businesses of the Group
regarding compliance with the Groceries
Code and the annual compliance report to
be filed with regulatory bodies.
Accounting matters
The Committee considered the following
accounting matters during the year:
• the methodology and assumptions applied
by the Group to the value of inventory;
• the relative of prominence of IFRS figures
and other financial metrics;
• goodwill impairment in relation to each
of the companies in the Group;
• hedge accounting; and
• preparations for upcoming changes to UK
Corporate Governance legislation.
The Group’s performance measures continue
to include some measures which are not
defined or specified under IFRS. The Committee
has considered presentation of these additional
measures in the context of the Guidance
issued by the European Securities and
Markets Authority and the Financial Reporting
Council in relation to the use of Alternative
Performance Measures (‘APMs’), challenge
from the external auditor, and the requirement
that such measures provide meaningful
insight for shareholders into the results and
financial position of the Group and that the
APMs support understanding of the financial
statements. These APMs are described in
note 1 of the financial statements and a
reconciliation of the APMs to the equivalent
IFRS measures are provided in note 3.
In considering the accounting matters referred
to above the Committee had regard to papers
and reports prepared by the Group’s finance
department and the external auditors and
the explanations and disclosures made in
the Group’s consolidated statements. The
Committee also considered the significance
of these accounting matters in the context of
the Group’s consolidated financial statements
and their impact on the Group’s consolidated
statement of comprehensive income and the
consolidated statement of financial position.
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The meetings at which the following matters were considered are set out below:
September
2025
November
2025
January
2026
March
2026
May
2026
External Audit
Audit reports on preliminary results and Annual Report FY26 ✔
Audit report on the Group’s interim results FY26 ✔
External audit plan and strategy ✔ ✔
External auditor’s effectiveness/independence and quality of audit ✔
Non-audit services provided by the external auditor ✔
Accounting matters
Selection and presentation of Alternative Performance Measures ✔ ✔ ✔
Relative prominence of non-IFRS measures ✔ ✔
Specific consideration of hedge accounting risk ✔ ✔
Goodwill impairment testing ✔ ✔
Preparations for upcoming changes to UK Corporate Governance legislation ✔
Management response to control matters raised ✔ ✔ ✔
Specific accounting treatment of Director Settlement Agreement ✔ ✔
Other matters
EY Freight Costs Issue review and report ✔ ✔ ✔ ✔
Review of the internal controls framework to prevent fraud ✔
Review of the corporate risk register and risks included in the Annual Report ✔
Review of related party transactions (associated companies) ✔ ✔
Year-end final review of related party transactions (store leases) ✔
Review of Groceries Code compliance and complaints ✔ ✔ ✔ ✔
Review of going concern and viability for FY26 and FY27 ✔ ✔
Overseeing preparation for EU ESG Directives ✔
Review of compliance policies and procedures ✔
Internal Audit
Internal audit annual evaluation ✔
Internal audit work plans, reports and updates ✔ ✔ ✔ ✔ ✔
B&M UK
Benefits in Kind and other taxable benefits ✔
Colleague survey ✔
Customer complaints ✔
Direct supplier set up and social compliance ✔
Distribution centre reactive repairs and contractual maintenance ✔
Gift cards ✔
HGV maintenance ✔
Microsoft teams and SharePoint – general IT controls ✔
Motor fleet insurance ✔
Multi-lines International Company Limited and Goodmans International Company
Limited (supply chain) ✔
New site identification and justification ✔
Non-colleague discount cards ✔
Oracle general IT controls ✔
Retail health & safety (pest control) ✔
Risk register mitigations ✔
Training course provision and attendance ✔
Transport planning ✔
UK Corporate Governance Code update ✔
Heron Foods
Store Health & Safety (slips, trips and falls) ✔
Weekly pay ✔
HGV maintenance ✔
Waste management and recycling ✔
Shop stock count follow-up ✔
B&M France
Mandated manager contracts and commissions ✔
Colleague expenses ✔
Fixed assets ✔
Store customer experience ✔
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Audit & Risk Committee report continued
IT systems and business continuity
The success of the business relies on the
development and operation of IT systems
which are efficient and effective. In addition,
the integrity and security of the IT systems are
vital from a commercial standpoint. IT systems,
cyber security and business continuity are
acknowledged as being significant risks and
the risk mitigations and key actions in FY26 are
set out in the principal risk and uncertainties
section of this Annual Report on pages 22 to
28. Significant investment in new IT systems
has strengthened our IT Infrastructure making
it more resilient and effective.
As previously reported, the Freight Cost Issue
followed a system integration change, where
overseas freight costs were not correctly
recognised. While the error did not impact
any audited historical financial information, it
did impact assumptions that determined our
7 October 2025 Trading Update and outlook.
On 27 October 2025, the Board engaged EY
to undertake a comprehensive third-party
review of the IT systems and balance sheet
controls that resulted in the Freight Cost
Issue. This investigation has now completed
and the implementation of the report’s
recommendations on specific IT and financial
operational processes is substantially complete.
Regulation
The Group operates within a fast-moving and
increasingly regulated marketplace and is
challenged by regulatory requirements across
the board, including those controlling bribery
and corruption, the importation of goods, data
protection and health and safety. This creates
risk to the organisation as non-compliance
can lead to financial penalties and reputational
damage in respect of customers, employees,
suppliers and stakeholders.
The Committee has received regular updates
on the work of the Compliance Team including
establishing a comprehensive regulatory
compliance framework defining roles and
responsibilities, creating an inventory of laws,
and developing processes for monitoring
compliance. In addition, the launch of a
centralised platform accessible to all B&M
Group employees, providing access to
company policies, procedures, forms, training
materials, and upcoming laws and regulations
for B&M UK, Heron Foods and B&M France.
The team drafted, reviewed, and signed off
all Group corporate policies, focusing on
privacy, product lifecycle, import/export,
product safety and pricing making these easily
accessible to all employees and simplifying
numerous documents to 15 corporate policy
documents and 17 supporting procedures
and FAQs. Interactive training solutions to
ensure all colleagues receive and complete
mandatory compliance training for Anti
Bribery and Corruption, Privacy, Data Access
requests and Dawn Raids were implemented
and a Compliance Risk Register enabling
strategic planning and implementation of risk
management actions.
As a standing agenda item at each of its
meetings, the Committee considered
and reviewed B&M UK and Heron Foods’
compliance with the Groceries Code. The
Chair of the Committee also meets the
Groceries Code Adjudicator each year
and reviews feedback on the Company’s
Compliance with the Groceries Code. After
the year end, the Committee also reviewed
the annual compliance report of B&M UK
and Heron Foods in relation to the Groceries
Code and approved it for submission to the
regulatory bodies in accordance with The
Groceries (Supply Chain Practices) Market
Investigation Order 2009.
Related party transactions
There is an established process for the
consideration and review of related party store
lease and freehold acquisition transactions
of the Group with the Arora Family. Details of
that process are set out on page 63 of the
Corporate Governance report. In the year
under review, there continued to be related
party considerations due to the continuance of
12 months from Bobby Arora’s resignation of
his directorship of B&M Retail Limited. Bobby
resigned as a director on 30 March 2025
and any related party relationship expired on
30 March 2026.
The Committee reviews and monitors for
the Board the overall total number of related
party store leases and rents of the Group with
those related parties during the course of the
year, with a view to assessing any potentially
material increases in the proportion of those
store leases or rents compared with the overall
store estate and rent roll. The related party
process underwent extensive review as part
the migration of the Company to Jersey to
ensure continued compliance with relevant
law and regulation.
Internal control and risk
management
The Board has overall responsibility for
ensuring that the Group maintains a sound
system of internal controls. There are inherent
limitations in any system of internal controls
and no system can provide absolute assurance
against material misstatements, loss or failure.
Equally, no system can guarantee elimination
of the risk of failure to meet the objectives of
the business.
On 20 October 2025 we announced that
following a system integration change, freight
costs had not been correctly recognised.
While the error did not impact any audited
historical financial information, it did impact
assumptions that determined our 7 October
2025 Trading Update and outlook. In addition
to an internal review, the Board commissioned
an external review of the matter, engaging
EY to undertake a comprehensive third-
party review of the IT systems and balance
sheet controls that resulted in the Freight
Costs Issue. This investigation completed in
January 2026 and the implementation of the
report’s recommendations on specific IT and
Financial operational processes is substantially
complete.
The Committee has helped the Board
develop and maintain an approach to
risk management which incorporates the
framework within which risk is managed and
the responsibilities and procedures pertaining
to the application of the policy.
The Group is proactive in ensuring that
corporate and operational risks are identified
and managed. A corporate risk register is
maintained which details:
1. the risks and the impact they may have;
2. actions to mitigate risks;
3. risk scores to highlight the implications
of occurrence;
4. ownership of risks; and
5. target dates for actions to mitigate risks.
A description of the principal risks and
uncertainties is set out on pages 22 to 28.
The Board has confirmed that it has carried
out a robust assessment of the principal risks
and uncertainties facing the Group, including
emerging risks and those which threaten its
business model, future performance, solvency
or liquidity.
The Committee recommends to the Board that
the processes undertaken by the Committee
are appropriately robust and effective and
in compliance with the guidelines issued by
the FRC. During the year, the Board has been
advised by the Committee of weaknesses
in internal controls, and as previously noted,
instituted a review by EY in response to the
Freight Costs Issue. However, the Committee
has not identified itself, any failings, frauds or
weaknesses in internal control which it has
determined to be material in the context of the
financial statements or requiring any material
restatement of its audited accounts.
With the implementation of EY’s report
recommendations on specific IT and Financial
operational processes the Committee
believes that appropriate controls are in
place throughout the Group, and that the
Group has a well-defined organisational
structure with clear lines of responsibility
and a comprehensive financial reporting
system. The Committee also believes that the
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Strategic report
Company complies with the FRC guidance on
risk management, internal control and related
financial business reporting.
Furthermore, the internal audit function has
carried out an assessment of the effectiveness
of actions taken by management to mitigate
significant risks and this has been reviewed by
the Committee.
Reviewing the draft interim and
annual reports
The Committee considered in particular the
following:
• the accounting principles, policies and
practices adopted and the adequacy of
related disclosures in the reports;
• the significant accounting issues, estimates
and judgements of management in relation
to financial reporting;
• whether any significant adjustments were
required as a result of the audit;
• compliance with statutory tax obligations
and the Group’s tax policy;
• whether the information set out in
the Strategic Report was balanced,
comprehensive, clear and concise and
covered both positive and negative aspects
of performance; and
• whether the use of alternative performance
measures obscured IFRS measures.
Going concern and financial viability
The Committee reviewed the appropriateness of
adopting the going concern basis of accounting
in preparing the financial statements and
assessed whether the business was viable in
accordance with the Code. The assessment
included a review of the principal risks including
emerging risks facing the Group, their financial
impact, how they are managed, the availability
of finance and the appropriate period for
assessment. The Committee also ensured that
the assumptions underpinning forecasts were
stress tested.
The Committee is satisfied that the going
concern basis of accounting is appropriate and
the Group is viable over its assessment period.
Further information is included within the
Group’s Viability Statement on page 29.
Fair, balanced and understandable
The Committee considered whether the
2026 Annual Report is fair, balanced and
understandable and whether it provides the
necessary information to shareholders to
assess the Group’s position, performance,
business model and strategy. The Committee
considered management’s assessment of
items included in the financial statements and
the prominence given to them. The Committee
and subsequently the Board were satisfied that,
taken as a whole, the 2026 Annual Report and
Accounts are fair, balanced and understandable.
External auditors
Until February 2026, KPMG Audit S.à r.l.
(‘KPMG Luxembourg’) have been the Group’s
external auditors. Following the migration of
the Company from Luxembourg to Jersey in
February 2026, KPMG LLP (‘KPMG UK’) were
appointed as the Group’s external auditors.
KPMG UK have had long-standing involvement
with the Company, being engaged heavily in
historic audits of the Company in partnership
with KPMG Luxembourg. The appointment of
KPMG UK as the Group’s independent auditors
will be put to shareholders at the AGM on
21 July 2026.
Audit independence
The Committee sought and was provided with
assurance from the audit engagement partner
that he and all members of KPMG UK’s staff
engaged in the audit had confirmed that they
and their dependents were independent and
that KPMG UK as a firm was independent.
Audit quality
The Committee assessed the quality of KPMG
UK’s audit in a number of ways. As part of the
tender process, the Committee were able to
assess against principal alternatives, noting the
standards available from other leading audit
firms. The process concluded that KPMG were
operating at a level that reflected their deep
understanding of the Group’s business and
associated risks. In addition:
1. the Committee met with the senior
members of the KPMG Luxembourg and
KPMG UK audit team during the year
and discussed the planning, execution
and reporting of audit work and findings.
All senior members of the KPMG teams
contributed to these meetings;
2. in conjunction with the CFO and senior
members of the finance team, the
Committee discussed and assessed KPMG’s
approach to the execution of and reporting
of their audit and related findings; and
3. the Committee considered the matters
set out in KPMG’s 2025 Transparency
Report, including audit quality, monitoring
and remediation activities. This included a
review of the results of internal and external
engagement quality reviews, together with
the actions being taken by KPMG to address
identified findings. The Committee noted
that audit quality is underpinned by KPMG’s
global system of quality management
and is subject to ongoing monitoring at
both a global and engagement level, with
engagement leaders subject to periodic
internal quality reviews.
The Committee acknowledged KPMG’s
continued commitment to maintaining high
standards of governance, culture, quality, risk
management, as well as its ongoing investment
in audit quality improvement initiatives. The
Committee also discussed with the auditors the
KPMG UK 2025 Transparency Report which is
available online.
The Committee further noted that inspection
results over recent years have shown continued
improvement in audit quality and strengthening
its processes in response to both internal and
external review findings and outcomes that are
consistent with peers.
In relation to the Group’s audit, the Committee
has reviewed the performance of KPMG with
input from management, the Group’s Finance
and Internal Audit functions and the General
Counsel. The conclusions reached were that
KPMG has continued to perform the external
audit in a very professional and efficient
manner and it is, therefore, the Committee’s
recommendation that the reappointment of
KPMG be put to shareholders at the AGM on
21 July 2026.
The Committee reviewed the reports
prepared by KPMG on key audit findings
as well as the recommendations made by
KPMG to improve processes and controls
together with management’s responses to
those recommendations. Management has
committed to making appropriate changes in
controls in the areas highlighted by KPMG.
The Committee considered in detail KPMG’s
audit planning documentation and satisfied
itself that the audit work to be carried out by
KPMG covered all significant aspects of the
Annual Report and Accounts. KPMG’s report to
the Audit & Risk Committee at the conclusion
of the audit confirmed that the audit had
been carried out as set out in the planning
documentation and the Audit & Risk Committee
considered the findings of KPMG as reflected in
their audit opinion and their year end report to
the Board. KPMG’s audit opinion sets out the key
matters that, in their professional judgement,
were of most significance in their audit. These
are consistent with the key matters considered
and agreed with the Audit & Risk Committee
when the audit was planned. KPMG’s opinion
describes how these matters were addressed in
the audit and the scope and nature of their work
reflects the thoroughness of their approach and
the degree of scepticism applied.
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Non-audit work
The Board’s policy in relation to the auditors
undertaking non-audit services is that they
are subject to tender processes with the
allocation of work being done on the basis of
competence, cost effectiveness, regulatory
requirements, potential conflicts of interests
and knowledge of the Group’s business. Fees
for new audit work must be approved by the
Committee in advance.
KPMG fees were £1,571,000 during the year
in relation to audit work and £63,600 in
relation to work associated with audit-related
assurance services. Fees for other services
provided by KPMG were £404,360 which
principally related to the migration of the
Company and other assurance services.
The Committee is mindful of the attitude
investors have to the auditors performing
non-audit services. The Committee monitors
the appointment of the auditors for non-audit
services with a view to ensuring that non-audit
services do not compromise the objectivity
and independence of the auditors. The
Committee will continue to ensure that fees
for non-audit services will not exceed 70% of
aggregate audit fees measured over a three-
year period.
Critical judgements
Critical judgements and key sources of
estimation uncertainty are set out on page
120 of the Annual Report. These relate to
investments in associates, hedge accounting
and impairments.
Internal audit
The Group internal audit function has a direct
reporting line to the Committee and they
were represented at all Committee meeting
discussions throughout the year. During the
year, the Group internal audit team undertook
a programme of work which was discussed
with and agreed by both management and
the Committee, and which was designed to
address both risk management and areas of
potential financial loss.
During the year, the Committee received
reports from the internal audit function
as set out on page 71.
In relation to each of the areas covered,
internal audit made recommendations for
improvements, all of which were agreed by
management and either have been or are
being implemented. Where areas requiring
improvement have been identified, the
Committee has satisfied itself that processes
are in place to ensure that the necessary
action is taken and that progress is monitored.
The Committee has evaluated the performance
of internal audit and has concluded that
it provides constructive challenge to
management and demonstrates a constructive
and commercial view of the business.
Committee performance
The performance of the Committee was
reviewed during the year as part of a broader
Board effectiveness review conducted
internally and led by the Chair of the Board,
as described on page 64. The Committee
was found to operate effectively.
Oliver Tant
Chair of the Audit & Risk Committee
2 June 2026
Audit & Risk Committee report continued
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Strategic report
Dear Shareholder,
The Nomination Committee’s report for the
year ended 28 March 2026 is set out below.
Committee composition,
responsibilities and effectiveness
The members of the Committee during the
year were Tiffany Hall (Chair of the Committee),
and each of the five Non-Executive Directors
being Paula MacKenzie, Oliver Tant, Hounaïda
Lasry, Nadia Shouraboura and Euan Sutherland.
Peter Pritchard joined the Committee in April
2026 upon his appointment as an Independent
Non-Executive Director. Although not a member
of the Committee, the General Counsel also
attended each of the Committee’s meetings
during the year.
Details of Committee meetings, and
attendance, are set out on page 60 of the
Corporate Governance report.
The Committee has responsibility for reviewing
the structure, size and composition of the
Board, including the skills, knowledge,
experience and diversity of the Board. It looks
at the Board’s skills as a whole and responds
to shareholder feedback, which informs future
Board appointments and potential training
needs. Further details of the responsibilities
of the Committee are set out on page 61
of the Corporate Governance report. The
Committee’s terms of reference are also
available on the Company’s website at
www.bandmretail.com.
A review of the effectiveness of the Committee
was undertaken as part of a broader Board
performance review conducted internally. The
Committee was found to operate effectively.
Committee activities
During the year the Committee was primarily
focused on succession planning for certain
key roles on the Board. Wider executive
development, retention, diversity and conflicts
of interest were also considered, each of which
are described in further detail below.
Board succession
Alex Russo retired as Chief Executive Officer
at the end of April 2025 and the Committee,
led by the Chair oversaw the process of
identifying and recommending a new Chief
Executive Officer. A thorough search was
conducted by Russell Reynolds Associates and
the MBS Group and resulted in Tjeerd Jegen’s
appointment as Chief Executive Officer at the
end of the first quarter of FY26. Tjeerd was the
standout candidate in this process bringing
over 25 years of international retail leadership
experience across FMCG, general merchandise
and value sectors.
Mike Schmidt resigned as Chief Financial
Officer in October 2025 and the Committee,
led by the Chair initiated a search for a new
permanent Chief Financial Officer. Helen
Cowing was appointed as Interim Chief
Financial Officer from 1 December 2025 until
she stepped down on 10 April 2026 when Peter
Waterhouse was appointed to this interim role
from the same date. Peter has been a key
member of the B&M finance team since joining
in 2013 and previously held the roles of Group
Financial Controller and Finance Director. He
trained and qualified with PwC whilst winning
three internal prizes and has also worked for
Johnson Service Group and Logica. Peter
will continue in role until a permanent Chief
Financial Officer is appointed. The appointment
process of a permanent Chief Financial Officer
is well underway and the Committee will
provide further updates in due course.
In the period under review, the Committee, led
by the Chair, oversaw the process of identifying
and recommending the appointment of a
new Non-Executive Director. The search was
carried out by Russell Reynolds Associates,
who carried out preliminary interviews to create
a short list of candidates to be considered by
the Nomination Committee. As a result of the
process, Peter Pritchard joined the Board on
10 April 2026 as an Independent Non-Executive
Director bringing relevant retail experience
which complements the rest of the Board.
Peter was Group CEO of Pets at Home and has
worked in retail for 40 years including at Asda
and Wilko.
At the date of this report Nadia Shouraboura
has expressed her intention not to stand for
re-election at the next AGM of the Company. As
such, Nadia will retire as Non-Executive Director
of the company at the conclusion of the AGM.
The Committee ensures that a comprehensive
induction process is carried out with all new
Directors on their appointment to the Board.
The details of the induction process carried out
with Tjeerd and Peter are set out on page 64.
Board diversity
Throughout the year, the Committee has
continued to develop its succession planning
in relation to both executive and non-executive
roles. The Committee has continued to review
the Group’s diversity in relation to the Board
and at other levels of senior management in
the business to ensure the right mix of skills
and experience for the Group to be managed
effectively for its long-term success. In FY25,
the Board completed a voluntary skills audit.
This audit has been refreshed to include our
new CEO, interim CFO and Independent Non-
Executive Director, Peter Pritchard and a copy
of the results of that skills audit are set out on
page 75. As referred to on pages 62 and 63, the
Group’s recruitment processes and diversity
policy, recognise the value which a diverse
board brings to its business. It embraces
diversity in relation to gender, race, age,
educational and professional backgrounds.
Tiffany Hall
Chair of the Nomination Committee
2 June 2026
Role of the committee
The Nomination Committee has responsibility for regularly
reviewing the structure, size and composition, and diversity
of the Board. It also reviews the leadership and senior
management needs of the Group, with the aim of ensuring
the continued ability of the Group to compete effectively
in the marketplace.
Nomination Committee report
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Nomination Committee report continued
The Committee is aware that the Listing
Rules require UK listed companies to report
information and disclose against targets on the
representation of women and ethnic minorities
on their boards, with the intention of making
it easier for investors to see the diversity of
their senior leadership teams. The rules apply
to main list companies and the period under
review in this report requires reporting against
the Listing Rules requirement. At the date of
this report the proportion of female Directors
on the Board now stands at 44% exceeding
the Listing Rules target of 40%.
In addition, my position as Chair satisfies
the target that at least one of the senior
Board positions, Chair, CEO, CFO or Senior
Independent Director should be a woman.
The Company has had continual ethnic minority
representation on its Board during the period
under review. Hounaïda Lasry meets the Listing
Rules requirement of at least one member
of the Board being from an ethnic minority
background. Hounaïda’s appointment means
the Board is compliant with this requirement.
Page 66 sets out numerical information
on the diversity of the Board and executive
management by gender and ethnicity.
Further details of the Group’s ethnic and
gender diversity policies are set out on pages
62 and 63.
The total number of the senior management
team (SMT), being senior management
reporting directly to the Board or the Executive
Committee, was unchanged over the year
(comprising 66 members as at 30 March
2025 and 66 members by 28 March 2026).
The Company hiring policy continues to set a
high bar for performance and potential for new
joiners, and it is normal that the composition
of the SMT, both from a gender and ethnic
diversity basis, may change from time to time.
Company recruitment policies continue to
encourage applications from as diverse range
of applicants as possible, with all appointments
based on merit so that the best candidates are
selected for available roles.
The percentage of female representation within
the SMT was 45% at the end of FY26 and
meets the Company’s target of 40%.
There was no ethnic minority representation
within the SMT at the end of FY26 but the
Company is taking active steps to reach
its voluntary ethnicity target of 10% ethnic
minority representation within the SMT
by the end of FY27. For new roles and
succession planning, these policies include
encouraging applicants from a diverse range of
backgrounds and ethnicity wherever possible.
In FY26 the Company collected data in
respect of diversity from its new starters.
Colleagues are encouraged to give their
ethnic origin, sexual orientation, religion,
any disability and gender in accordance
with government guidelines.
Data collection is performed on the basis
of voluntary self-reporting by the individual
concerned.
Wider executive team developments
The Committee has a role in reviewing the
senior management requirements of the
Group to ensure a strong management team
to support the growth and complexity of
the Group.
Gareth Bilton, Group Trading Director was
succeeded by Simon Hathway who has
over 25 years experience of retailing with
excellent experience in leading buying and
merchandising teams. James Kew was
succeeded by Jon Parry who now leads both
Retail and Supply operations across the
Group ensuring an end to end oversight of
product delivery. With the expansion of Jon’s
role Sharon Hammond has been promoted to
Supply Chain Director with responsibility for
warehousing and distribution functions. Jen
Lawrence joined the Executive team as Group
People Director bringing her experience in retail
and transformation.
The Committee received updates from both
the CEO and Group’s General Counsel in
relation to progress with planned recruitments
to the broader executive team throughout the
past year.
Retention of senior management
Senior executives are appropriately incentivised
through bonus and share option arrangements
and a package of market competitive benefits.
Conflict of interests
The Committee requires any proposed
appointee to the Board to disclose any other
business interests that may result in a conflict
of interest, and to report any future business
interests that could result in a conflict of interest.
The Committee carried out the above process
on behalf of the Board in considering any
conflicts of interest of Non-Executive Directors
where they disclosed as part of its regular review
at each Board meeting, and their intention to
take up other additional external appointments
during the year. The Committee is assisted by
the Group’s General Counsel who maintains
a register of external appointments of the
Company’s Board members and sectors within
which companies they are appointed to operate.
Tiffany Hall
Chair of the Nomination Committee
2 June 2026
75
B&M European Value Retail plc
Annual Report and Accounts 2026
Governance
Financial statements
Strategic report
Priority legend
Deep experience ✔✔ Some experience ✔ No experience –
Tiffany
Hall
Tjeerd
Jegen
Peter
Waterhouse
Oliver
Tant
Paula
MacKenzie
Hounaïda
Lasry
Nadia
Shouraboura
Euan
Sutherland
Peter
Pritchard
Date joined Board Sep-2018 Jun-2025 Apr-2026 Nov-2022 Nov-2021 Sep-2023 May-2024 Jan-2026 Apr-2026
Skills & experience
Retail
✔ ✔✔ ✔✔ ✔ ✔ ✔ ✔✔ ✔✔ ✔✔
Other consumer business
✔✔
– –
✔✔ ✔✔ ✔✔ ✔✔ ✔✔ ✔
Logistics
✔ ✔ ✔ ✔ ✔ ✔ ✔✔ ✔ ✔✔
Buying and Merchandising –
✔✔
– –
✔ ✔ ✔✔ ✔ ✔✔
Property/Real Estate –
✔✔ ✔ ✔ ✔✔
– –
✔ ✔✔
Technology/IT
✔ ✔ ✔ ✔ ✔ ✔ ✔✔ ✔ ✔
Finance and Accounting
✔ ✔ ✔✔ ✔✔ ✔✔ ✔ ✔ ✔ ✔
Human Resources
✔✔ ✔
–
✔ ✔ ✔
–
✔ ✔✔
Strategic Planning
✔✔ ✔✔ ✔✔ ✔✔ ✔✔ ✔✔ ✔✔ ✔✔ ✔✔
Legal, Compliance and Risk
management
✔ ✔ ✔ ✔✔ ✔ ✔
–
✔ ✔
Customer Insight
✔✔ ✔✔
– –
✔✔ ✔✔ ✔✔ ✔ ✔✔
Marketing/PR/Advertising
✔✔ ✔✔
– –
✔✔ ✔✔ ✔ ✔✔ ✔
Listed NED experience
✔✔
– –
✔✔ ✔ ✔ ✔✔ ✔✔ ✔✔
France experience
✔ ✔✔ ✔ ✔
–
✔✔ ✔ ✔ ✔
International experience
✔ ✔✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔
Non-B&M Committee membership
Audit
✔ ✔ ✔ ✔ ✔ ✔ ✔
Remuneration
✔ ✔ ✔ ✔ ✔ ✔
Demographic background
Gender
Male - Y Y Y - - - Y Y
Female Y - - - Y Y Y - -
Non-Binary - - - - - - - - -
Ethnicity
African/Caribbean/Black British - - - - - - - - -
Asian/Asian British - - - - - - - - -
Mixed - - - - - - - - -
White Y Y Y Y Y - Y Y Y
Other - - - - - Arab - - -
76
B&M European Value Retail plc
Annual Report and Accounts 2026
Dear Shareholder,
FY26 has been a year of significant challenge
for B&M – in its commercial performance,
and in the composition of its senior leadership
team. Against that backdrop, the Remuneration
Committee has been particularly active:
navigating multiple Board changes, making a
number of remuneration decisions that depart
from our usual approach, and doing so in
circumstances where we are confident each of
these was the right call. In this statement I want
to be clear and transparent about what we did,
explain our reasoning in each case, and describe
how our approach for FY27 will, by contrast,
be a considerably more straightforward one,
ahead of a full Policy renewal at our 2027 AGM.
Business context in 2025/26
FY26 was a challenging and important
transition year for the Group. The year was
marked by a trading landscape, higher
employment and regulatory compliance
costs, alongside operational execution
challenges. Despite Group revenue growth of
3.6% to £5.8bn, adjusted EBITDA (pre-IFRS
16) declined to £459m from £620m in the
prior year and statutory diluted earnings per
share was 16.3p (31.8p in FY25). However, the
Group remained highly profitable and cash
generative, with a margin of 8% and £321m
free cash flow (£311m in FY25).
The year also brought significant leadership
change, starting with Tjeerd Jegen who joined
as CEO in June 2025 and moved at pace
to diagnose and address the root causes
of underperformance. In October 2025,
he launched a comprehensive action plan,
‘Back to B&M Basics’, designed to realign the
business with the principles that made B&M
so successful, return B&M UK to sustainable
like-for-like growth and deepen its foundations
for more sustainable growth. Implementation
is well underway, with early results showing
encouraging progress, with flat like-for-like
sales in B&M UK from (3.1)% in FY25. We also
continued to grow our footprint with 41 B&M
UK new stores. Heron Foods underperformed
this year while B&M France continued to thrive
through consistent execution of the B&M
model. We also completed the redomicile of
our Company from Luxembourg to Jersey, in
February 2026, which simplifies administrative
processes and enables greater flexibility in
returning capital to shareholders. The Board
remains confident that the actions taken
during FY26 position the Group well to deliver
long-term value for shareholders.
It is against this backdrop, a year of meaningful
commercial disruption and leadership
transition, that the Committee has had to
apply its judgement in a number of areas
outside our typical approach but still within our
shareholder-approved policy. Each of these is
discussed further below.
Executive Director changes
2025/26 was a year of significant change
in our Executive Directors, with a number of
transitions managed over the course of the
year. These are set out below.
• Alex Russo retired as CEO on 30 April 2025.
Remuneration details in connection with
his departure were set out in the 2024/25
Directors’ Remuneration Report and
continue to apply.
• Mike Schmidt stepped up to act as
Interim CEO alongside his CFO role in the
intervening period, before the appointment
of Tjeerd Jegen.
• Following an extensive executive search
process, Tjeerd Jegen was appointed as
Group CEO with effect from 16 June 2025.
• Mike Schmidt stepped down from the Board
and as CFO on 1 December 2025.
• Helen Cowing was appointed to the Board
as Interim CFO from 1 December 2025 and
stepped down on 10 April 2026.
• Peter Waterhouse was appointed Interim
CFO from 10 April 2026.
Key remuneration decisions
In a year of complexity, the Committee has
made a number of decisions that depart
from what might be considered a standard
approach. We have done so deliberately, and in
each case we are satisfied that the approach
was proportionate, justified, and in the best
interests of the Company and its shareholders.
In the interests of transparency, those decisions
are set out below with details and reasoning.
• Tjeerd Jegen’s 2025/26 bonus based
on 50% financial and 50% personal/
strategic for his first year as CEO only
(rather than the usual 75%/25% split) with
deferral provisions applying. This is
as disclosed in the Remuneration Report
last year. The Committee determined that
this was appropriate and in reaching this
conclusion, it was mindful of the following:
(i) the Group’s financial targets for FY26
had been set prior to his appointment
and reflected plans and assumptions
formulated under prior leadership; (ii) a
central priority was to bring fresh strategic
leadership to the Group and to drive a
programme of change across key areas of
focus; and (iii) since appointment, Tjeerd
has made personal investments in B&M
shares equivalent to over 125% of salary,
strengthening shareholder alignment.
The Committee was therefore of the view
that a greater weighting on personal and
strategic objectives, directly tied to the
Hounaïda Lasry
Chair of the Remuneration Committee
2 June 2026
Role of the committee
In a year of complexity, the Committee has made a number
of decisions that depart from our usual approach. We have
done so deliberately, and in each case, we are satisfied that
the approach was proportionate, justified, and in the best
interests of the Company and its shareholders.
Directors’ remuneration report
Annual statement by the Chair
of the Remuneration Committee
77
B&M European Value Retail plc
Annual Report and Accounts 2026
Governance
Financial statements
Strategic report
transformation agenda the Board had
charged Tjeerd with delivering, would
more accurately reflect and incentivise the
performance most critical to the Company’s
long-term success and shareholder value
creation. For FY27, the bonus construct will
revert to the standard mix of 75% financial
and 25% personal/strategic.
• Helen Cowing’s Interim CFO bonus
– modest opportunity, subject to
personal/strategic objectives, no
deferral into shares. Helen’s FY26 bonus
arrangements were specific to her role as
a fixed-term interim appointment, hired
externally. Her bonus opportunity was set
at a modest level of up to 50% of salary
at maximum and her annualised salary
was set at £555,000 on appointment. The
bonus was subject to personal objectives
set by the Committee which focussed
on responding to the results of EY’s
independent review and strengthening end
to end financial processes, governance
and controls. Having regard to the fixed-
term nature of her role, the Committee
determined that it would not be appropriate
to require bonus deferral into shares
in the circumstances. The Committee
noted that a primary purpose of bonus
deferral is to align the long-term interests
of executives with those of shareholders
and to support retention over a multi-year
period – objectives which are not directly
applicable to an interim appointment of
fixed duration. Further, a deferred share
award vesting after the conclusion of their
period of service would have had decreased
motivational value on appointment. Her
bonus award remains subject to the
Company’s clawback provisions if required
and pro-rated for time served. This
approach was specific to the interim nature
of the appointment and does not represent
a change to the implementation of policy as
it applies to permanent Executive Directors.
Helen was not eligible to receive an LTIP
award in respect of FY26.
• Peter Waterhouse’s Interim CFO bonus
– modest opportunity, based on 50%
financial and 50% personal/strategic,
no deferral into shares. Peter’s FY27
bonus arrangements are specific to his
role as a fixed-term interim appointment,
promoted internally. His bonus opportunity
has been set at a modest level of up to
100% of salary at maximum and his salary
was set at £400,000 on appointment. The
bonus will be based 50% on financial and
50% personal/strategic objectives set by
the Committee. Any bonus outcome will be
pro-rated for time and performance. The
Committee determined that in the round,
the approach to his package was balanced
and appropriate due to the interim nature
of the role and the areas in which the Board
wanted his focus.
The following sections set out the more
standard remuneration outcomes and
decisions taken by the Remuneration
Committee during FY26.
Exit terms for Mike Schmidt
(and Helen Cowing)
Details of Mike Schmidt’s and Helen Cowing’s
remuneration earned for FY26 is disclosed in
the single figure table on page 79.
Details of the remuneration payments made
or to be made to Mike in connection with his
exit are detailed on page 82. The terms of his
exit were the subject of careful consideration
by the Remuneration Committee and are
in line with his service agreement and the
Company’s Directors’ Remuneration Policy.
Mike was not eligible to receive an AIP award
in respect of FY26. As part of his settlement
terms, Mike received a payment in lieu of
his notice entitlement relating to salary and
contractual benefits. In line with best practice,
payments are made monthly in instalments
and subject to mitigation. Reflecting his length
of service and contribution to the business,
his outstanding deferred bonus awards were
retained and will vest on their usual vesting
dates with no acceleration. His outstanding
LTIP awards will vest on their usual vesting
dates, pro-rated for the period to the end of
his employment and tested for performance in
the usual way. The two-year holding period will
continue to apply to his LTIP awards.
The terms of Helen’s exit are comparatively
straightforward due to the nature of her
arrangements as an interim appointment.
Her FY26 bonus will be paid subject to
performance and pro-rating for time. Helen
will serve her notice period on garden leave,
during which she will receive her salary and
contractual benefits, subject to mitigation.
Incentive outcomes for 2025/26
These outcomes should be read in the context
of the performance year described above,
a year in which financial performance was
impacted by investment in setting the Group
up for future success.
For Tjeerd Jegen, the overall AIP outcome
was 50% of the maximum opportunity. The
threshold target for the EBITDA element
(50% weighting) was not met and as such
the outcome for this element was 0%. Taking
into account overall performance during the
year and weighing all relevant qualitative and
quantitative factors, it was determined the
personal objectives element (50% weighting)
was met in full. Tjeerd fully delivered against
objectives in four key areas (strategy, team,
stakeholders, compliance and ESG) despite
challenging circumstances and context at
the outset. Performance and assessment
is set out in more detail on page 80. Since
appointment, Tjeerd has purchased shares in
excess of 125% of salary and therefore reduced
deferral provisions will apply: 75% of the bonus
earned is paid in cash and 25% is deferred into
shares for three years which provides further
alignment with shareholder interests.
For Helen Cowing, the overall bonus outcome
was 100% of the maximum opportunity. The
Committee determined performance against
the objectives set for her and further detail is
set out on page 81. Helen’s bonus has been
time pro-rated relative to her time in role.
The three-year performance period for the
2023-2026 Long-Term Incentive Plan (‘LTIP’)
awards ended on 29 March 2026. The award
was subject to two performance conditions:
50% adjusted earnings per share (‘EPS’);
and 50% relative total shareholder return
(‘TSR’) against FTSE 350 retailers. B&M’s TSR
performance was below median and resulted
in 0% vesting of the TSR element. B&M’s
adjusted EPS was lower than the threshold
target of 37.9p and resulted in 0% vesting of
the EPS element. As a result, the 2023-2026
LTIP awards lapsed in full.
The Committee is satisfied that these
outcomes appropriately reflect the Company’s
performance over the relevant periods and are
fair to both participants and shareholders. On
this basis, the Committee concluded that no
discretion would be applied to these outcomes.
78
B&M European Value Retail plc
Annual Report and Accounts 2026
Implementation of remuneration
policy for 2026/27
With Tjeerd Jegen now in his second year as
CEO and the leadership team stabilising, the
Committee’s approach for FY27 is considerably
more straightforward. Tjeerd will receive a
salary increase of 3% from 29 March 2026, in
line with increases for our salaried employees of
3%. His AIP will revert to the standard 75%/25%
financial/strategic split. The remuneration
package for Peter Waterhouse has been
set in accordance with the terms of the
Company’s Remuneration Policy. Details
of their remuneration packages for FY27
are set out in the table below.
The operation of policy for FY27 will be
as follows:
Element Implementation for 2026/27
Base
salary
• Tjeerd Jegen (CEO): £956,046
(+3%)
• Peter Waterhouse (interim CFO):
£400,000
Pension • 3% of salary less employer’s
National Insurance contributions
(‘NICs’), in line with the wider
workforce
AIP • Tjeerd Jegen: 250% of salary
− reverted to the usual 75%
based on financial and 25%
based on personal objectives
− Bonus deferral provisions will
apply (subject to interaction
with shareholding guidelines)
• Peter Waterhouse (interim CFO):
100% of salary
− Based 50% on financial and
50% on personal objectives,
reflecting the interim nature
of his position
LTIP • Tjeerd Jegen (CEO): 250% of
salary
− Continues to be 50% based
on adjusted EPS and 50%
based on relative TSR vs FTSE
350 retailers
• Peter Waterhouse (interim CFO):
Not eligible for 2026 LTIP award
Areas of focus for 2026/27
Our Directors’ Remuneration Policy was
approved by our shareholders at the 2024
AGM, with a vote in favour of more than
96%. The remuneration resolution at this
year’s 2026 AGM is an advisory vote on our
implementation of the existing Policy during
FY26. Our current Policy remains in force for
FY27 and its renewal will be put to shareholders
for approval at the 2027 AGM. Our review
will consider whether our Policy continues to
support the Company’s evolving strategic
priorities, and we will be guided by shareholder
feedback and broader market developments.
Conclusion
FY26 has been a significant year for B&M, in
terms of commercial difficulty and leadership
transition. The Committee has worked hard
to make remuneration decisions that are fair,
proportionate, and clearly grounded in the best
interests of the Company and its shareholders.
Where we have departed from our standard
approach, I trust that this statement has made
clear why we did so and why we believe each
decision was the right one.
As we move into FY27 and towards the renewal
of our Remuneration Policy at the 2027 AGM, I
look forward to re-engaging with shareholders
and proxy advisers on the future shape of our
Policy. I hope you will support the resolutions
at the upcoming 2026 AGM. The Committee
is keen to hear any feedback you may have on
our approach to executive remuneration. If any
questions or comments do arise then please
contact me, or alternatively I will be available at
the AGM to take any questions.
Hounaïda Lasry
Chair of the Remuneration Committee
2 June 2026
Role of the Remuneration Committee
The Committee has responsibility for
determining the Company’s policy on
remuneration of the Executive Directors and
the Chair, the first layer of senior management
of the Group below the Board and the Group’s
General Counsel. Its terms of reference
are reviewed annually, with changes made
to take account of corporate governance
developments and best practice.
Provision 41 (bullet 5) of the UK Corporate
Governance Code 2024 provides for the
Remuneration Committee to describe what
engagement with the workforce has taken
place to explain how executive remuneration
aligns with wider Company policy.
The Committee does not consult directly with
employees when reviewing levels of Executive
Directors’ remuneration but it takes account of
pay policies for the broader salaried workforce
when undertaking annual salary reviews for the
Executive Directors, as well as reviewing policy
and practices for employees when determining
remuneration policy for Executive Directors.
The Committee’s terms of reference are
available on the Company’s website at
www.bandmretail.com.
This remuneration report for FY26 contains:
• The Company’s Annual Report on
Remuneration on pages 79 to 88, which
details the remuneration paid to the
Directors in the FY26 financial year, and
which is subject to a shareholder advisory
vote at our 2026 AGM.
• A summary of the key elements of the
Directors’ Remuneration Policy on pages
89 to 91, as approved at the 2024 AGM.
Governance
In previous years, the Company prepared a
number of additional disclosures required by
Luxembourg law. Following the migration of
the Company from Luxembourg to Jersey,
these are no longer required. The Committee
considers the UK remuneration reporting
regulations to be reflective of best practice
and helpful to shareholders. This report has
therefore been prepared by the Company to
follow the practice (as in previous years) of
voluntarily adopting the UK reporting regime
where practical. There are no additional
remuneration reporting requirements under
Jersey law.
Directors’ remuneration report continued
79
B&M European Value Retail plc
Annual Report and Accounts 2026
Governance
Financial statements
Strategic report
Annual Report
on Remuneration
Implementation of remuneration policy
The Committee has operated the remuneration policy in accordance with the Directors’ Remuneration Policy which was approved by shareholders at
the Company’s AGM on 23 July 2024.
This section of the report sets out how the policy has been applied in the financial year 2025/26 and how the Policy will be applied in the financial
year 2026/27.
Single figure table of total remuneration of Executive Directors
The audited table below shows the aggregate remuneration of the Executive Directors of the Company during the financial year 2025/26.
Executive Directors Year
1
Salary
£
Benefits
2
£
Pension
3
£
Bonus
4
£
Long-term
incentives
£
Total
£
Total
fixed pay
£
Total
variable pay
£
Tjeerd Jegen (CEO)
5
2024/25 – – – – – – – –
2025/26 714,000 368,387 18,626 892,500 – 1,993,513 1,101,013 892,500
Alex Russo (former CEO)
5
2024/25 908,500 64,864 24,228 853,125 – 1,850,717 997,592 853,125
2025/26 99,540 7,362 2,608 – – 109,509 109,509 –
Helen Cowing (interim CFO) 2024/25 – – – – – – – –
2025/26 192,115 6,942 5,012 96,058 – 300,127 204,069 96,058
Mike Schmidt
(former CFO)
6
2024/25 481,770 19,252 12,844 316,339 – 830,205 513,866 316,339
2025/26 357,759 31,776 10,318 – – 399,853 399,853 –
1. The 2024/25 year is for the 52 weeks ended 29 March 2025 and the 2025/26 year is for the 52 weeks ended 28 March 2026.
2. Benefits include company car/car allowance cash equivalent as a benefit in kind, fuel and running costs, critical illness insurance, healthcare insurance and life assurance. The
amount for Mike Schmidt includes reimbursements in relation to the costs of a driver and accommodation in Liverpool to support with the extra workload in respect of the period
he was acting as interim CEO. The amount for Tjeerd Jegen includes a one-time relocation allowance of £300,000 and £50,000 per annum travel/disturbance allowance, agreed
on appointment.
3. Pensions include auto-enrolment pension employer contributions and a cash equivalent allowance to pension contribution entitlement less employer’s NICs.
4. 25% of the annual bonus for 2025/26 for Tjeerd Jegen being £223,125 is payable in shares which are to be deferred for a period of three-years from the date of grant. The remainder
is payable in cash.
5. Alex Russo retired from the Board on 30 April 2025, with Tjeerd Jegen as his successor, appointed on 16 June 2025. Details of Alex’s retirement terms are provided in the
2024/25 report.
6. Mike Schmidt stepped down from the Board on 1 December 2025, with Helen Cowing acting as interim CFO from this date. Details of Mike’s leaving arrangements are provided on
page 82.
The remuneration of the Executive Directors is paid by B&M Retail Limited, other than their long-term incentives. The reported figures include all
such amounts.
Base salaries
Tjeerd Jegen base salary was set as £928,200 on appointment. Mike Schmidt received a salary of £515,000. He also received a role-based allowance
of £10,000 per month to remunerate him fairly and commensurate with his additional responsibilities as interim CEO alongside his role as CFO. All
salary figures presented in the single figure table for 2025/26 reflect that they were pro-rated for time in role.
Pension
The pension amounts paid in the year represent amounts contributed to pension plans and cash supplements, adjusted for the cost of employer’s
NICs to the extent that provision is made as a cash supplement.
The pension benefits of the Executive Directors for 2025/26 were paid as salary supplements and were 3% of base salary (less employer’s NICs),
which is in line with the pension provision for UK salaried employees of the Group.
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B&M European Value Retail plc
Annual Report and Accounts 2026
AIP outcomes (audited)
Executive Directors’ bonus payments for 2025/26 are in line with the policy and the terms of the AIP where applicable.
Tjeerd Jegen
Tjeerd Jegen was eligible for a maximum AIP award of 250% of salary.
50% of his maximum AIP opportunity related to the achievement of financial targets for 2025/26. The targets were based on Group adjusted EBITDA
performance as follows:
Group adjusted
EBITDA target*
% maximum
overall bonus
opportunity
Threshold £600m 18.75%
Target £625m 37.5%
Maximum £650m 75.0%
Actual Threshold not met 0.0%
* There is a straight-line payout for achievement between threshold, target and maximum levels.
The remaining 50% of the AIP related to personal objectives. These objectives focused on a number of KPIs ranging from strategic, operational and
investor relations matters. The Committee assessed performance against each objective as explained below.
Objectives Performance Outcome
1. Strategy (50%)
− Conduct a comprehensive diagnostic, design a focused
improvement plan, and lead its execution to deliver
sustainable performance improvements including
consistent positive like for like sales.
Full achievement – Established a credible, well-evidenced
strategic direction resulting in a near-term prioritisation
of restoring organic topline growth as the foundation
for sustainable long-term profit growth. Commenced
implementation with speed with required investments,
namely in pricing, in response to an increasingly competitive
market place. Early performance data shows encouraging
progress, with B&M UK LFL flat from (3.1)% in FY25.
50%
2. Team (25%)
− Strengthen the Executive Committee and Senior
Leadership Team, ensuring alignment on priorities and
fostering a culture of collaboration and accountability.
Fully achieved – Built the organisational platform and
leadership capability necessary to execute the improvement
plan, delivering clear and demonstrable change. Unified the
organisation around a clear ‘Back to B&M Basics’ action plan,
built stronger cross-functional collaboration and fostered a
more data-driven culture, enabling test-and-learn pilots, to
define sharper and more compelling offerings. Strengthened
the executive team with a combination of external recruitment
and internal promotions.
25%
3. Stakeholders (15%)
− Build constructive relationships with investors
and other stakeholders and actively rebuild trust
through transparency, consistency, and delivery
against commitments.
Fully achieved – Quickly managed and engaged with a complex
and sensitive stakeholder environment with transparency
and credibility, producing improvements in market sentiment
and investor confidence. Increased ‘hold’ recommendations
and stabilised the share price.
15%
4. Compliance and ESG (10%)
− Strengthening the enterprise-wide group compliance
programme including effective and focussed progress on
Environmental, Social, and Governance (ESG) targets.
Fully achieved – Took swift action to execute EY
recommendations around freight accounting issue.
Strengthened the control culture and actions in a lasting
and meaningful way, reinforcing continuous improvement
across the Group.
10%
Total: 100% out of 100% (50% out of 50%)
Directors’ remuneration report continued
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Governance
Financial statements
Strategic report
Helen Cowing
Helen was eligible for a maximum bonus award of 50% of base salary subject to personal objectives focused on responding to the results of EY’s
independent review and strengthening end to end financial processes, governance and controls. The Committee assessed performance against
each objective as explained below.
Objectives Performance Outcome
Complete and effective implementation of all EY
independent review recommendations regarding
balance sheet reconciliation.
During the course of her interim engagement, Helen facilitated
the effective implementation of all EY independent review
recommendations regarding balance sheet reconciliation.
12.5%
Partnering with Group Compliance to strengthen end to end
financial processes, governance and controls, including those
connected to IT change programme.
In collaboration with Group Compliance, Helen strengthened
end-to-end financial processes, governance and controls,
including those connected to the IT change programme.
12.5%
Implementation of effective financial controls delivering
accurate and real time visibility of margin, markdown and
promotional activity impact.
During the course of her interim engagement, Helen enabled
implementation of more effective financial controls, including
actions to support delivery of accurate and real time visibility
of margin, markdown and promotional activity impact across
the Group.
12.5%
Providing leadership across the Group Finance Function
that enables successful delivery of the ‘B&M Reset’
strategic programme.
Helen led the Finance and IT functions’ contribution to the
successful delivery of B&M’s strategic programmes.
12.5%
Total 100% out of 100%
The table below sets out the resulting bonuses earned, including the amounts deferred into shares for a three-year period:
Executive Director
Bonus maximum
as % salary
Bonus earned
as % maximum
Bonus earned
1
£
Of which paid
in cash
£
Of which deferred
in shares
£
Tjeerd Jegen 250% 50% £892,500 £669,375 £223,125
Helen Cowing 50% 100% £96,058 £96,058 £0
The Committee considered that the AIP outcomes appropriately reflected individual and business outcomes. No discretion was used in assessing the
outcomes as set out above.
Long-term incentive outcome (audited)
The LTIP awards granted to Alex Russo and Mike Schmidt on 1 August 2023 had a combination of adjusted EPS and relative TSR conditions with
equal weighting. The performance period ended on 29 March 2026 and the outcomes are provided below.
Performance condition Weighting
Performance for
threshold vesting
(25%)
Performance for
maximum vesting
Actual
performance Vesting
Adjusted EPS 50% 37.9p 43.9p Less than 37.9p 0%
Relative TSR vs FTSE 350 retailers
1
50% Median Upper quartile Below median 0%
Total 0%
1. Comparator group consists of the constituents of the FTSE General Retailers Index and the FTSE Food and Drug Retailers Index with some limited exclusions due to business fit.
The Committee has discretion to adjust the level of vesting of incentives if it determines this to be appropriate. After careful consideration of overall
B&M performance, individual performance, the experience of employees and shareholders, it determined that the formulaic outcomes described
above under both the AIP and LTIP were appropriate, and therefore did not exercise any discretion.
LTIP awards granted during the financial year (audited)
LTIP awards in the form of nil-cost options were granted to Tjeerd Jegen and Mike Schmidt on 28 July 2025 as follows:
Executive Director Award size
Number
of awards granted
Face value of
awards
1
£
Tjeerd Jegen 250% 1,001,943 2,320,500
Mike Schmidt 175% 389,140 901,248
1. The face value of awards granted is based on the number of awards granted multiplied by a share price of £2.316, being the share price prior to the date of grant.
2. Helen Cowing was not eligible for a 2025/2026 LTIP award.
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Awards vest after five years from grant following the expiry of a two-year holding period. Dividends accrue in respect of the awards over the period
from grant to vesting.
The performance conditions are measured over the three-year period to the end of 2027/28. The adjusted EPS targets were set at the beginning
of 2025/26 taking into account management’s three-year plan and analysts’ consensus forecasts at that time. The relative TSR condition follows
a market-standard approach, with no vesting below median performance and with maximum vesting for upper quartile performance or above.
This approach is consistent with the approach used for previous awards.
The resulting performance conditions and targets are as follows:
Performance condition Weighting
Performance for
threshold vesting
(25%)
Performance
for maximum
vesting
Adjusted EPS 50% 34.9p 41.9p
Relative TSR vs FTSE 350 retailers
1
50% Median Upper quartile
1. Consists of the constituents of the FTSE General Retailers Index and the FTSE Food and Drug Retailers Index with some limited exclusions due to business fit.
A one-month average applies prior to the beginning and at the end of the performance period for the TSR condition. Straight-line vesting occurs
between threshold and maximum levels of performance.
Deferred bonus awards granted during the financial year (audited)
A proportion of bonus earned by Executive Directors in respect of performance during 2024/25 was deferred into shares for a period of three-years
on 10 June 2025 as follows:
Executive Director
Value of deferred
bonus
1
£
Number of
awards granted
Alex Russo £426,561 153,993
Mike Schmidt £158,167 57,100
1. The value is the number of awards granted multiplied by a share price of £2.77, being the share price prior to the date of grant.
Payments for loss of office (audited)
As announced on 20 October 2025, Mike Schmidt stepped down as Chief Financial Officer and Director of the Company on 1 December 2025. The
remuneration he received for 2025/26 is disclosed in the single figure table. Details of the remuneration payments made or to be made to Mike
Schmidt in connection with his departure are set out below. These terms and his treatment under the Company’s incentive plans were the subject of
careful consideration by the Remuneration Committee and are in line with his service agreement and the Company’s Directors’ Remuneration Policy.
Mike was not eligible to receive an AIP award in respect of the 2025/26 financial year. As part of his settlement terms, Mike received a payment in lieu
of his notice entitlement relating to salary and contractual benefits. In line with best practice, payments are made monthly in instalments and subject
to mitigation.
Reflecting his length of service and contribution to the business, his outstanding deferred bonus awards were retained and will vest on their usual
vesting dates with no acceleration. His outstanding LTIP awards will vest on their usual vesting dates, pro-rated for the period to the end of his
employment and tested for performance in the usual way. The two-year post-employment shareholding guideline continues to apply to Mike’s
outstanding share awards.
The Company agreed to pay reasonable legal fees relating to the termination of his employment and the terms of the settlement agreement, and the
costs of outplacement counselling. In both cases, payments will only be made on receipt of an invoice from the relevant provider.
The terms of Helen Cowing’s exit are relatively straightforward, as an interim appointment. Helen will serve her notice period on garden leave, during
which she will receive her salary and contractual benefits, subject to mitigation. Her bonus will be paid subject to performance as described earlier in
this report and will be pro-rated for time in role.
Payments to past Directors (audited)
As disclosed in last year’s remuneration report, Alex Russo’s share awards will continue to subsist under the agreed leaver treatment, with vesting at
the usual time and subject to applicable performance pro-rating and time pro-rating and relevant holding periods.
Directors’ remuneration report continued
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Governance
Financial statements
Strategic report
Remuneration of the Chair and Non-Executive Directors
The fees of the Chair of the Company are set by the Remuneration Committee. The fees of each of the Non-Executive Directors are set by the Board
and take account of chairing Board Committees and the time and responsibility of the roles of each of them. Non-Executive Directors are paid an
annual fee only.
The fees paid for 2025/26 to the Chair of the Board and each of the Non-Executive Directors were as follows:
Director
2025/26
Fee
£
2024/25
Fee
£
Tiffany Hall 427,653 325,664
Paula MacKenzie 76,363 73,222
Oliver Tant 110,235 101,988
Hounaïda Lasry 90,021 82,500
Nadia Shouraboura 70,900 58,555
Euan Sutherland 70,900 13,411
The annual rates of fees paid during the year with effect from 31 March 2025 were as follows:
Role
Fee
£
Chair of the Board 427,653
Non-Executive Director base fee 70,901
Additional fee for chairing Audit & Risk Committee 19,121
Additional fee for chairing Remuneration Committee 19,121
Additional fee for Senior Independent Director 20,214
Additional fee for Director responsible for Workforce Engagement 5,643
Directors’ shareholding and share interests (audited)
Under the remuneration policy which operated during the year, the shareholding guideline for the Chief Executive Officer and Chief Financial Officer
is for a shareholding to be built up and maintained of 200% and 175% of base salary respectively. Where an Executive Director does not meet the
shareholding guideline, they are expected to retain 50% of all shares which vest under the deferred bonus and LTIP after allowing for tax.
The Committee reviews share ownership levels annually. Tjeerd Jegen joined the Board during 2025/26 and is therefore working towards his
shareholding requirements. Since appointment, he has made personal investments in B&M shares equivalent to around one times salary,
strengthening shareholder alignment and demonstrating personal commitment.
The table below sets out the number of shares held or potentially held by Directors (including their connected persons or related parties where
relevant) as at the financial year ended 2025/26 (or the date of their stepping down from the Board if earlier).
Director
Shares held
beneficially
1
Unvested
options with
performance
conditions
2
Unvested options
not subject to
performance
3
Vested but
unexercised
awards
Helen Cowing – – – –
Tiffany Hall 73,103 – – –
Tjeerd Jegen 626,630 1,001,943 – –
Hounaïda Lasry 14,600 – – –
Paula MacKenzie – – – –
Alex Russo
4
9,653 914,521 488,458 –
Mike Schmidt
4
50,681 321,050 143,804 –
Nadia Shouraboura – – – –
Euan Sutherland – – – –
Oliver Tant 30,000 – – –
1. Includes any shares held by connected persons or related parties.
2. LTIP awards in the form of nil cost options.
3. Deferred bonus awards, LTIP awards no longer subject to performance and buy-out awards in the form of nil cost options.
4. Figures shown for Alex Russo and Mike Schmidt are shown to the date of their stepping down from the Board, being 30 April 2025 and 1 December 2025 respectively.
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There have been no changes in the Directors’ interests in shares in the Company between the end of the 2025/26 financial year and the date of
this report. Note that following their stepping down from the Board, the August 2023 LTIP awards have lapsed in full due to performance, being
300,795 and 148,047 shares for Alex Russo and Mike Schmidt respectively.
Performance graph and pay table
The chart below illustrates the Company’s TSR performance against the performance of the FTSE 350 Index (excluding Investment Trusts) of which
the Company is a constituent over a ten-year period to 28 March 2026, based on an initial investment of £100.
Total shareholder return (rebased)
Source: LSEG Datastream
400
350
300
250
200
150
100
50
0
25 March
2023
28 March
2026
29 March
2025
30 March
2024
26 March
2022
27 March
2021
28 March
2020
30 March
2019
31 March
2018
25 March
2017
26 March
2016
B&M European Value Retail S.A.
TSR – Value of a 100 unit investment made at
12 June 2014
FTSE 350 excluding Investment Trusts
Remuneration of the CEO
The table below shows the remuneration of the CEO for each of the last ten financial years.
Total
remuneration
Bonus as a
% of max
LTIP as a
% of max
2016/17 – Simon Arora 1,403,731 76.8% n/a
2017/18 – Simon Arora 1,376,482 68.6% n/a
2018/19 – Simon Arora 1,204,983 46.0% n/a
2019/20 – Simon Arora 1,213,194 42.6% n/a
2020/21 – Simon Arora 3,710,905 98.8% 89.5%
2021/22 – Simon Arora 4,368,809 95.6% 100%
2022/23 – Simon Arora (to 26 September 2022) 2,659,356 56.9% 100%
2022/23 – Alex Russo (from 26 September 2022) 875,677 56.9% n/a
2023/24 – Alex Russo 3,199,845 98.8% 68.2%
2024/25 – Alex Russo 1,850,717 37.5% 0%
2025/26 – Alex Russo (to 30 April 2025)
1
109,509 n/a 0%
2025/26 – Tjeerd Jegen (from 16 June 2025) 1,993,513 50% n/a
1. Alex Russo was not eligible for an annual bonus award in relation to the year 2025/26.
Directors’ remuneration report continued
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Financial statements
Strategic report
Change in remuneration of the Directors
Set out below is a comparison of the change in remuneration of each of the Company’s Directors from FY22 to FY26, with the change in remuneration
of B&M European Value Retail plc employees. Consequently, the changes reported for employees are restricted to a nominal number of staff in prior
years and none in 2025/26, therefore no figure is provided.
Percentage change in total remuneration in the year stated compared with the prior financial year
1
FY22 FY23 FY24 FY25 FY26
Company only (excluding all of the other Group subsidiaries in
the UK and France) on full-time equivalent basis (average) 2.73%
2
3.96% 6.16% 5.59% –
Executive Directors:
Tjeerd Jegen
2
– – – – –
Helen Cowing
2
– – – – –
Alex Russo
3
128.01% 30.06% 98.79% -41.16% -94.08%
Mike Schmidt
3,4
– – -22.81% -30.59% -51.96%
Non-Executive Directors:
Tiffany Hall
5
8.53% 3.00% 24.87% – –
Paula MacKenzie
6
– 3.00% 4.00% 8.50% 4.29%
Oliver Tant
4
– – 24.13% 26.89% 8.09%
Hounaïda Lasry
7
– – – 12.49% 9.12%
Nadia Shouraboura
8
– – – – 21.08%
Euan Sutherland
8
– – – – 428.67%
1. The pay of each Director has been calculated using the single figure totals. The average pay of staff is calculated on a full-time equivalent basis for each year (excluding overtime
hours) and compares the average for each year with that for the prior year. Joining and departing employees and Directors have been grossed-up to a 12-month equivalent.
There is no figure presented for FY26 as there are no longer any employees in the relevant comparative entity.
2. Tjeerd Jegen and Helen Cowing were appointed to the Board during FY26. Therefore there is no FY26 change percentage.
3. Alex Russo and Mike Schmidt stepped down from the Board during FY26. Therefore the FY26 change percentage reflects being calculated from a part-year figure for FY26.
4. Mike Schmidt and Oliver Tant were appointed to the Board during FY23.
5. Tiffany Hall was appointed as non-Executive Chair of the Board during FY25, having been a non-Executive Director previously. Therefore the changes for FY25 and FY26 are not
presented as there are not comparable figures to calculate the change.
6. Paula Mackenzie was appointed to the Board during FY22.
7. Hounaïda Lasry was appointed to the Board during FY24.
8. Nadia Shouraboura and Euan Sutherland were appointed to the Board during FY25 (29 May 2024 and 20 January 2025 respectively). Therefore the FY26 change percentage
reflects being calculated from a base part-year figure in FY25.
Relative importance of the spend on pay
The table below shows the movement in spend on pay for all employees compared with distributions to shareholders for the financial years ending
28 March 2025 and 29 March 2026.
£’000 2024/25 2025/26 % change
Total pay for employees 786,389 840,698 6.9%
Distributions to shareholders
1
299,884 132,547 -55.8%
1. There have not been any buybacks of shares during either year.
CEO pay ratio
In line with new UK reporting requirements which the Company has adopted on a voluntary basis, set out below are ratios which compare the total
remuneration of the CEO (as included in the single total figure of remuneration table) to the remuneration of the 25th, 50th and 75th percentile of the
Group’s UK employees. The disclosure will build up over time to cover a rolling ten-year period.
Year Method
25th percentile
pay ratio
50th percentile
(median)
pay ratio
75th percentile
pay ratio
2019/20 Option A 72:1 72:1 69:1
2020/21 Option A 207:1 196:1 191:1
2021/22 Option A 270:1 270:1 257:1
2022/23 Option A 178:1 178:1 164:1
2023/24 Option A 147:1 147:1 136:1
2024/25 Option A 77:1 77:1 72:1
2025/26 Option A 78:1 78:1 73:1
We have used Option A as this is the statistically most accurate method and the preferred approach of most institutional shareholders.
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The base salary and total remuneration received during the financial year by the indicative employees on a full-time equivalent basis used in the
above analysis are set out below:
25th percentile
pay ratio
50th percentile
(median) pay ratio
75th percentile
pay ratio
Base salary 24,762 24,762 25,776
Total remuneration 25,505 25,505 27,324
The ratios disclosed above are affected by the following factors of our workforce. The vast majority of this population work in our retail stores and
warehouses where, in line with the retail sector more generally, rates of pay are lower than those for management grades and those employees
based at our head offices in more technical roles. The three employees represented by the quartiles are warehouse and retail sales colleagues and
consequently the ratios for each are not significantly different. In addition, while warehouse and retail sales colleagues are eligible to participate in
Group-wide share plans and annual opportunities to share in success and recognise outperformance, the CEO’s higher bonus and LTIP opportunities
are comparable with those which reflect the nature and complexity of his role as well as the remuneration levels in retail businesses of similar size. In
this context, the Committee is satisfied that the ratios are appropriate and fair.
Malus and clawback
The AIP and LTIP rules include provision for clawback (and malus during any holding period under the LTIP) within a three-year period following
payment or vesting if the Committee concludes that there has been material misstatement of financial results, or there are circumstances which
would have warranted summary dismissal of the participant, or there are circumstances having an impact on the reputation of the Company or the
Group which justify clawback being operated, or where the Committee discovers information from which it concludes that a bonus or award was paid
or vested to a greater extent than it should have been.
The Committee considers these time horizons appropriate as they align with our AIP deferral period and the combined performance and holding
period under the LTIP and provide sufficient time for any potential circumstances to arise. In addition, all variable pay plans include discretion to
reduce the indicative formulaic out-turn in appropriate cases. The Committee did not exercise malus and clawback in 2025/26.
Service contracts
The service contract for the CEO (Tjeerd Jegen) is terminable by either the Company or the relevant executive on 12 months’ notice. The service
contract is effective from 14 May 2025 and is a rolling contract with no fixed termination date.
All the Non-Executive Directors have letters of appointment with the Company for three-years subject to three months’ notice of termination by
either side and at any time and subject to annual reappointment as a Director by the shareholders. Paula MacKenzie’s, Oliver Tant’s, Hounaïda
Lasry’s, Nadia Shouraboura’s and Euan Sutherland’s letters of appointment are effective from 9 November 2021, 1 November 2022, 20 June 2023,
5 March 2024 and 20 January 2025 respectively, and the other Non-Executive Directors’ letters of appointment are effective from 1 June 2021. The
appointment letters provide that no other compensation is payable on termination.
Fees for Chair and Non-Executive Directors in 2026/27
The rates of fees for the Chair and Non-Executive Directors were increased by 3% and 5% respectively, with effect from 29 March 2026.
Role
Fee from
30 March 2025
£
Fee from
29 March 2026
£
Chair of the Board 427,653 440,483
Non-Executive Director base fee 70,901 74,488
Additional fee for chairing Audit & Risk Committee 19,121 20,087
Additional fee for chairing Remuneration Committee 19,121 20,087
Additional fee for Senior Independent Director 20,214 21,235
Additional fee for Director responsible for Workforce Engagement 5,643 5,739
All fees are subject to the aggregate fee cap for Directors in the Articles of Association of the Company, which is currently at £1,000,000 per annum.
The Committee has responsibility for determining fees paid to the Chair of the Board.
The Chair and the Non-Executive Directors are entitled to reimbursement of all expenses reasonably incurred by them in the performance of their
duties. The Chair and the Non-Executive Directors do not participate in any bonus or share plans of the Company.
Directors’ remuneration report continued
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Financial statements
Strategic report
Executive Directors remuneration for 2026/27
Base salary
As described in the Chair’s statement, the base salaries for the Executive Directors were reviewed during the year. The resulting rates of salary are
as follows:
Executive Director
Base salary from
30 March 2025
£
Base salary from
29 March 2026
£
Tjeerd Jegen 928,200 956,046
Peter Waterhouse (set on appointment from 10 April 2026) – 400,000
Benefits and pension
There are no planned changes to the provision of benefits for FY27.
Tjeerd Jegen and Peter Waterhouse will receive pension provision equal to 3% of salary, less employer’s NICs (to the extent that it is paid as a salary
supplement).
Annual bonus
The maximum bonus opportunity for Tjeerd Jegen will be 250% of salary. For the FY27 bonus, 75% of the maximum bonus opportunity is based on
the achievement of financial targets and 25% on achievement of personal objectives. The awards will also be subject to bonus deferral provisions,
and malus and clawback provisions.
The maximum bonus opportunity for Peter Waterhouse will be 100% of base salary and will be based 50% on the achievement of financial targets
and 50% on the achievement of personal and strategic objectives, reflecting the interim nature of his position.
For the FY27 bonus, the financial measures will be split between Group adjusted PBT, post-tax free cash flow and LFL such that the balance of the
bonus weightings for Tjeerd Jegen will be 50% PBT, 15% cash, 10% LFL and 25% on personal and strategic targets. The same proportions of the
financial element will apply for Peter Waterhouse, notwithstanding the overall 50:50 split between financial and non-financial. The change in the mix
of our financial measures reflects our strategic priorities, feedback from investors and provides a balanced assessment of financial performance and
key drivers of long-term sustainable value.
The Committee does not disclose financial or personal targets in advance as they are commercially sensitive. Suitable disclosure of the targets
together with details of achievement against them will be included in next year’s Directors’ remuneration report.
LTIP
The Committee proposes that LTIP awards will be made to Executive Directors during FY27, subject to stretching financial performance conditions
over a three-year period, with vesting after the completion of a further two-year holding period.
The FY27 LTIP award for Tjeerd Jegen will be 250% of salary. Peter Waterhouse will not be eligible for an LTIP award.
The Committee is cognisant of the need to evaluate whether the grant level of LTIP awards is appropriate given the Company’s financial and share
price performance and investor expectations to prevent excessive rewards from windfall gains. The share price when the 2025 LTIP awards were
granted was £2.316 compared to a share price as at end of April 2026 of c.£1.70. We recognise the importance of retaining and motivating our CEO
to deliver our strategy and compensating appropriately relative to our retail peers. We feel strongly that growing the share price will require significant
performance and effort from management to successfully drive improvements in operational performance and to transform the organisation, which
should be rewarded. In the context of Tjeerd’s appointment in June 2025, the Committee believes that it is not in the best interests of shareholders
to reduce the size of the 2026 LTIP grants. The Committee retains discretion to review the level of payout award at the end of the vesting period, and
to scale back vesting if, at that time, we consider that the outcome does not align with the shareholder and wider stakeholder experience during the
period. This includes if we consider in retrospect that management benefited from a windfall gain.
• We have set the adjusted post-IFRS 16 diluted EPS targets for FY29 taking into account management’s three-year plan, macro-economic
conditions and the impact of other relevant factors. The targets are considered stretching in the current business context.
• The relative TSR condition follows a market-standard approach, with no vesting below median performance and with maximum vesting for upper
quartile performance or above. This approach is consistent with the approach used for previous awards.
The resulting performance conditions and the targets for the awards are as follows:
Performance condition Weighting
Performance for
threshold vesting
(25%)
Performance for
maximum vesting
Adjusted EPS
1
50% 26.0p 36.0p
Relative TSR vs FTSE 350 retailers
2
50% Median Upper quartile
1. There is scaled vesting between threshold and maximum, with an intermediate point. There is straight-line vesting between these three points. The intermediate point is
considered commercially sensitive at this time and will be disclosed at vesting in the relevant Directors’ remuneration report.
2. Consists of selected constituents of the FTSE 350 General Retailers Index and the FTSE 350 Food and Drug Retailers Index.
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Remuneration Committee composition and meetings in 2025/26
The members of the Committee during the year consisted solely of Independent Non-Executive Directors being Hounaïda Lasry (Committee Chair),
Oliver Tant, Nadia Shouraboura and Euan Sutherland.
The responsibilities of the Committee are set out in the Corporate Governance section of the Annual Report.
The Committee invites Tiffany Hall as the Chair of the Board and Tjeerd Jegen as the CEO, as and when the Committee considers it appropriate, to
attend meetings and assist the Committee in its deliberations. No person is present during any deliberations relating to their own remuneration or is
involved in determining their own remuneration.
Details of Committee meetings and attendances during the year were as follows:
Director Role
Meetings
attended
Hounaïda Lasry Committee Chair 3 out of 3
Oliver Tant Committee Member 3 out of 3
Nadia Shouraboura Committee Member 3 out of 3
Euan Sutherland Committee Member 3 out of 3
Activity (meeting unless
noted otherwise) Description
May 2025 • Determine FY25 AIP outcome and FY23 LTIP outcome for Executive Directors.
• Set targets and objectives for FY26 AIP and FY26 LTIP for Executive Directors.
• Approve FY25 Directors Remuneration Report.
• Review of malus and clawback provisions.
September 2025 • Review of FY26 AIP objectives for Executive Committee.
• Market update from advisors.
• Review of terms of reference for the Remuneration Committee.
March 2026 • Review FY26 AIP provisional outcome.
• Review FY27 AIP and FY27 LTIP structure.
• Approve FY27 pay increases for wider workforce.
• Review employee sharesave scheme.
• Review Committee Terms of Reference.
• Approve Chair fees.
Shareholder voting
The resolution to approve the Directors’ Remuneration Policy at the 2024 AGM and resolution to approve the Annual Report on Remuneration at the
2025 AGM were passed as follows:
Resolution Votes for % for Votes against % against Total votes cast
% of shares
on register
Votes
withheld
To approve the Directors’
Remuneration Policy (2024) 806,554,352 96.33 30,744,822 3.67 837,299,174 83.50 10,206,013
To approve the Annual Report
on Remuneration (2025) 712,573,451 95.76 31,531,465 4.24 744,104,916 74.13 3,320,359
Advisors to the Committee
The advisors to the Committee during the year were Deloitte LLP (‘Deloitte’). Deloitte is a member of the Remuneration Consultants Group and
subscribes to its Code of Conduct which requires that its advice must be objective and impartial.
During the year, Deloitte’s total fees in respect of advice to the Remuneration Committee were £64,500 excluding VAT. Fees are generally determined
on a time and materials basis. For some items, fees were determined under a fixed fee agreement.
From time to time, the Group engages Deloitte for other advice and services not related to executive remuneration, including valuation and taxation.
The Committee will continue to monitor such engagements with Deloitte in order to continue to be satisfied that they do not affect Deloitte’s
independence as an advisor to the Committee.
This report has been approved by the Board of Directors of the Company and signed on behalf of the Board by:
Hounaïda Lasry
Chair of the Remuneration Committee
Directors’ remuneration report continued
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Governance
Financial statements
Strategic report
Policy table (from the Directors’ Remuneration Policy approved at the 2024 AGM)
The table below describes the elements of remuneration paid to the Executive Directors:
Element and purpose Policy and opportunity Operation and performance conditions
Base salary
This is the basic
pay and reflects
the individual’s role,
responsibility and
contribution to
the Group.
Base salaries are normally reviewed annually. Changes
typically take effect from the beginning of the relevant
financial year.
On review, consideration is given by the Committee to a
range of factors including the Group’s overall performance,
market conditions and individual performance of executives
and the level of salary increase given to employees across
the Group.
Base salaries are targeted at market levels, with reference
to companies with a comparable market capitalisation.
Salary increases will typically not exceed the general level
of increase awarded to other salaried staff. However, higher
increases may be awarded in appropriate circumstances,
including in the event of a change in the roles and
responsibilities of an Executive Director or when there are
changes to the size and/or complexity of the business.
Base salary is typically paid monthly in cash.
Benefits
To provide benefits
that are valued by
the individual.
Provide market competitive benefits.
The Group may periodically review benefits available to
employees. Executives will generally be eligible to receive
those benefits on similar terms to other senior employees.
Where the Committee considers it appropriate to do so,
additional relocation expenses for a limited period and/or
tax equalisation payments may be provided.
Executives may be entitled to a wide range of
benefits, dependent on their circumstances including:
accommodation allowance; car allowance or a company car;
car insurance and other running costs and fuel for business
use; death in service life assurance, permanent disability and
critical illness insurance; medical insurance; travel; and any
other Group-wide benefits including a B&M stores discount
card with a discount level aligned with that available to other
qualifying employees (currently 10%).
Any benefits provided in the normal course of business
(e.g. travel and hospitality) are authorised by the Committee
on a standalone basis. If these are deemed to be taxable
benefits, they will be disclosed as such in the single figure
table and the benefits provided may include a payment in
respect of the tax liability.
Pension
To provide an
appropriate level
of contribution to
retirement planning.
Pension contributions for existing and future Executive
Directors are and will be aligned with the wider workforce
contribution rate, which is currently 3% of salary.
Executives may take pension benefits as contributions to
defined contribution personal pension plans, or elect to
receive cash in lieu of all or part of that benefit (this is not
taken into account as salary for calculating bonus, LTIP or
other benefit awards).
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Element and purpose Policy and opportunity Operation and performance conditions
Annual bonus
To incentivise and
reward individuals for
the delivery of annual
performance targets.
The maximum annual bonus opportunity is 250% of
base salary for the CEO and 200% of base salary for
other Executive Directors.
For financial measures, up to 25% of the bonus will be
earned for threshold performance increasing to up to
50% for on-target performance and 100% for maximum
performance. For non-financial measures, the amount
of bonus earned will be determined by the Committee
between 0% and 100% by reference to its assessment
of the extent to which the relevant metric or objective
has been met.
For Executive Directors who have not met the shareholding
guidelines, 50% of the bonus is paid in shares and the
balance of the bonus paid in cash. For Executive Directors
who have met at least half of the shareholding guidelines,
25% of the bonus is paid in shares and the balance of
the bonus paid in cash. For Executive Directors who have
met the shareholding guidelines, the entire award is paid
in cash. The bonus amount paid in shares is normally
contingent on employment for a further three-years.
Such deferred shares will be entitled to a further benefit
calculated by reference to dividends paid during such
period as the Committee determines, ending no later
than the vesting date. This benefit may assume the
reinvestment of dividends into B&M shares on such
basis as the Committee determines.
Clawback and malus provisions may apply to awards made
under the annual bonus and are described below this table.
The performance measures are reviewed at least annually
by the Committee in line with the Company’s strategy.
The performance measures applied may be financial (with at
least a 75% weighting on such measures) and/or operational
and corporate, divisional and/or individual.
The Committee has the ability to make adjustments to
performance targets during any performance period where
it considers it would be appropriate to do so (for example
to reflect any events arising which were unforeseen when
the performance conditions were originally set by the
Committee, or to reflect a change in strategy or a material
acquisition or divestment).
The Committee has discretion to adjust the formulaic
outcomes of the annual bonus upwards or downwards
(including to nil) to reflect any fact or circumstance which the
Committee considers to be relevant. Any adjustments will be
disclosed in the relevant Annual Report on Remuneration.
Long-term
incentives
To incentivise the
delivery of strategic
objectives over the
longer term, the Group
operates the LTIP.
Awards of shares can be made with a maximum face value
on grant (as determined by the Committee) in respect
of any year for the CEO of 250% of base salary and for
other Executive Directors of 200% of base salary, save for
exceptional circumstances such as recruitment where the
grant may be in excess of this limit in order to grant buy-
out awards on recruitment.
Awards will be subject to a two-year holding period post
the end of the performance period.
Clawback and malus provisions may apply to awards made
under the LTIP and are described below this table.
Shares which vest under LTIP awards will be entitled to a
further benefit calculated by reference to dividends from
the grant to the end of the holding period. This benefit may
assume the reinvestment of dividends into B&M shares on
such basis as the Committee determines.
Awards may be made annually of nil cost options on (or
equivalent forms of award) vesting subject to the satisfaction
of performance conditions, ordinarily assessed over a period
of three financial years.
The Committee may set performance conditions based
on financial and/or operational and corporate, divisional
and/or individual criteria as it considers appropriate.
The Committee has discretion to make adjustments to
targets during any performance period in cases where it
considers it would be appropriate to do so (for example
to reflect any events arising which were unforeseen when
the performance conditions were originally set by the
Committee, such as a change in strategy or a material
acquisition or divestment).
The Committee has discretion to adjust the formulaic
outcomes of the LTIP upwards or downwards (including to
nil) to reflect any fact or circumstance which the Committee
considers to be relevant. Any adjustments will be disclosed in
the relevant Annual Report on Remuneration. No more than
25% of an award can be earned for threshold performance.
Directors’ remuneration report continued
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Governance
Financial statements
Strategic report
Element and purpose Policy and opportunity Operation and performance conditions
In-employment
shareholding
requirement
To encourage share
ownership and create
alignment of interests
of Executive Directors
and shareholders.
Executive Directors who have not yet met the shareholding
guidelines, are expected to retain at least 50% of all shares
which vest under the deferred bonus and LTIP (or any other
plans which may be adopted in the future) on a net of tax
basis until they hold shares of a specified value.
The required level of shareholding is equal to the Executive
Directors’ normal annual LTIP award levels.
Deferred shares from annual bonus awards and LTIP shares
which are in a holding period count towards the required
level of shareholding, in each case on a net of assumed
tax basis.
Executive Directors are expected to maintain their minimum
shareholding levels once they have obtained those
shareholding levels. The Committee will review shareholding
guidelines during the period of the policy but without making
guidelines any less onerous overall.
The Committee retains discretion to disapply or vary this
requirement in exceptional circumstances.
Post-employment
shareholding
requirement
Shares are subject to this requirement only if they are
acquired from share awards (other than awards granted
under all employee share plans) from FY21 onwards. For
two years post-employment (or, if the Committee so
determines, for two years after the Executive Director has
stepped down from the Board) the Executive Director must
retain such of their relevant shares as have a value equal to
100% of the in-employment shareholding requirement (or
all of those shares if lower).
Shares completing their performance period during this
two-year period will remain subject to the two-year
holding period.
Shares purchased by the Executive Director (including
those from all employee share plans), will not be included
in this requirement.
It is possible for shares counting towards this requirement
to not be released during the period in which the post-
employment shareholding requirement applies, to
support enforceability.
The Committee retains discretion to disapply or vary this
requirement in exceptional circumstances.
All-employee
share plans
To encourage
share ownership
by employees and
participation in the
long-term success
of the Group, the
Group operates an
all-employee share
incentive plan (‘SIP’)
for B&M UK employees
which was adopted
prior to Admission.
Executive Directors can participate in the all-employee SIP
on the same terms as other employees of B&M in the UK.
Under the rules of the SIP employees can purchase shares
up to a maximum limit (currently £1,800) per annum from
their pre-tax and pre-National Insurance salary through
a UK resident SIP Trust.
The rules also permit an award of free shares worth up
to a maximum limit (currently £3,600) per year and for
purchased shares to be matched on up to a 2:1 basis
although these elements have not been operated to date.
These limits can be changed in line with UK legislation
governing these plans.
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Annual Report and Accounts 2026
The Directors present their report (the ‘Directors’ Report’) together with the
Company’s annual accounts and the Group’s consolidated annual accounts
and financial statements for the accounting periods ended 28March 2026.
This Directors report has been prepared under
Jersey Law, and in line with UK Companies
Act 2006, as if the requirements under such
act applied to the Company. The Directors’
Report covers both the Company’s and the
Group’s financial year. The Strategic Report,
Corporate Governance report and Directors’
remuneration report on pages 1 to 55, 56 to
75 and 76 to 91 respectively, form part of this
report and are incorporated into this Directors’
report by reference. Also, the following
information, in particular within those reports
can be found as follows:
• future developments in the business –
page 11;
• workforce engagement – page 35;
• viability statement – page 29;
• energy and carbon reporting – pages 30
to 31;
• corporate social responsibility – pages 30
to 38;
• directors’ service contracts and
appointment letters – page 86;
• directors’ interests in the Company’s
shares – page 83;
• conflicts of interest – page 63; and
• stakeholders and section 172 statement –
pages 51 to 55.
Financial and operational information
Company status
is the parent company of the Group. It was
incorporated on 19 May 2014 as a public limited
the laws of the Grand-Duchy of Luxembourg.
On 27 February 2026, the Company migrated
from Luxembourg to Jersey such that it is
now registered as a public limited company
incorporated under the laws of Jersey . The
Company’s shares are listed on the main
market of the London Stock Exchange.
Branches
The Group has no branches and had none
during the reporting period.
Research and development
The Company has no research and
development activities.
Acquisitions and Disposals
There have been no acquisitions or disposals
made during the year.
Principal activity
Business review
This report together with the Strategic Report
on pages 1 to 55, which is incorporated by
reference in this report, sets out the review of
the Group’s business during the financial year
ended March 2026, including factors likely to
affect the future development and performance
of the business and a description of the principal
risks and uncertainties the Group faces.
Results and dividend
The Group’s profit after tax for the financial
year ended 28 March 2026 of £164m is
reported in the consolidated statement of
comprehensive income on page 108.
The Board is recommending a final dividend
of 6.1p per ordinary share, which together
with the interim dividend of 3.5p per ordinary
share paid in December 2025 is a total ordinary
dividend for the year of 9.6p, within the
Company’s dividend policy of paying 40%
to 50% of post-IFRS 16 Adjusted Earnings.
Post balance sheet events
There have been no post balance sheet
events that either require adjustment to the
financial statements or are important in the
understanding of the Group’s current position.
Share Capital
Details of the Company’s share capital and
changes during the year ended 28 March
2026 are set out in note 2 to the Company
financial statements.
Financial risk management,
objectives and policies
Details of the Group’s objectives and policies
on financial risk management, and details of
the financial instruments currently in use, are
set out within the Strategic report and in note 1
to the consolidated annual accounts on pages
117 to 119, which forms part of this report.
Political Donations
No political donations were made during the
financial year under review.
Going concern
Details of the adoption of the going concern
basis in preparing the Group financial
statements are set out in note 1 to the Group
financial statements, and are incorporated
into this report by reference. For details of
the adoption of the going concern basis in
preparing the Company financial statements
see note 1.
Employment Information
Employee engagement and
involvement
The Group is committed to employee
involvement, consultation and participation.
At key points throughout the year, colleagues
are kept informed about the performance
and strategy of the Group through internal
business update meetings, conference calls,
company newsletters, videos and CEO updates.
They include information on the financial and
trading performance of the Group. Further
details of workforce engagement, feedback
and actions during the year are also set out on
page 35, which is incorporated in this report by
reference.
B&M supports employee share ownership. It
has a share incentive plan which is open to all
B&M UK employees after 12 months service.
Certain employees in the Group are also eligible
to participate in other share incentive schemes
of the Company.
Equal opportunities
The Group is an equal opportunity employer. It
is the Group’s policy not to discriminate on the
basis of gender, race, colour, religion, disability
or sexual orientation, in its recruitment, training
and promotion programmes.
Disabled persons
The Group seeks to ensure that disabled
people, whether applying for a vacancy
or already in employment, receive equal
opportunities in respect of job vacancies
which they are able to fulfil. They are not
discriminated against on the grounds of
their disability and are given full and fair
consideration of applications, continuing
training while employed and equal opportunity
for career development and promotion. Where
existing colleagues suffer a disability, it is our
policy to retain them in the workforce where
that is practicable.
Directors’ report and business review
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Governance
Financial statements
Strategic report
Directors
The Directors’ names, biographical details, and
skills and experience are set out in the Meet
our Board section at pages 57 to 60.
During the year under review, a new Chief
Executive Officer has been appointed by the
Board, in replacement of Alex Russo whose
retirement was effective from 30 April 2025. As
a consequence of Mike Schmidt’s resignation,
the Board appointed an Interim CFO, Helen
Cowing. Helen stepped down from her interim
role on 10 April 2026 and Peter Waterhouse was
appointed interim CFO from that date. In addition,
a further Independent Non-Executive Director,
Peter Pritchard, was appointed to the Board.
Particulars of directors’ remuneration,
service contracts and interests in the
Company’s shares are shown in the Directors’
Remuneration Report on pages 76 to 91. There
were no changes in the directors’ interests in
the shares of the Company between the end
of the financial year and 2 June 2026.
In line with the UK Corporate Governance Code,
as at the date of this report, all the Directors will
offer themselves for re-election at the AGM.
Nadia Shouraboura has notified the Chair of
thier intention not to stand for re-election at
the next AGM.
An internal review of the performance of the
Board and its committees was carried out
during the financial year. The Board is satisfied
that all directors seeking re-election contribute
effectively and demonstrate commitment to
their roles. The Corporate Governance report
contains further details of the performance
review process and outcomes.
Directors’ indemnities
The articles of association of the Company (the
‘Articles’ or ‘Articles of Association’) permit
to indemnify Directors in certain circumstances,
as well as to provide insurance for their benefit.
The Company has Directors’ and Officers’
insurance in place in respect of all the Directors.
The insurance does not provide cover where a
Director has acted fraudulently or dishonestly.
Appointment and Removal
of Directors
Both the Company (by ordinary resolution)
and the Directors, may elect any person to be
a director. The number of directors shall not
exceed the maximum number fixed in the
Company’s articles of association. Any person
appointed by the directors shall hold office only
until the next AGM and shall then be eligible
for election. The office of a director shall be
vacated on the occurrence of any of the events
listed in article 17.16 of the company’s articles of
association The Company may, in accordance
with its articles, remove any director from office
via ordinary shareholder resolution and appoint
another person in their place.
Annual General Meeting (‘AGM’)
The Company’s AGM will be held at 26
New Street, St Helier, Jersey at 12 noon on
Wednesday 21 July 2026. Shareholders who
are unable to attend may submit questions
beforehand via email to investor.relations@
bandmretail.com or in writing to Alexander
Simpson, Company Secretary, B&M Retail,
The Vault, 4 Dakota Drive, Speke L24 8RJ.The
questions will be addressed at the AGM, via the
Company website or individually as appropriate.
The Board intends to seek an authorisation of
shareholders at the AGM on 21 July 2026 that
the Company may purchase, acquire or receive
its own shares. This resolution is requested
at each annual general meeting. As at the
date of this report, no shares of the Company
have been repurchased and no contract to
repurchase shares has been entered into at any
time since the incorporation of the Company.
Each ordinary share in the Company entitles
the holder to vote at general meetings of
the Company in person or by proxy. Unless
otherwise provided by Jersey Company
Law and/or the Articles, all decisions at a
shareholders’ meeting are taken by a simple
majority of votes cast in the case of an ordinary
resolution, or a majority of three-quarters of
votes cast in the case of a special resolution,
regardless of the proportion of the issued
share capital represented at that meeting. The
notice of AGM specifies deadlines for exercising
voting rights, conditions to attend the meeting
in person, and appointing a proxy to vote.
Details of deadlines for voting at the AGM are
contained in the notice of meeting that will be
circulated to shareholders and will also
be available on the Company’s website.
Share Capital Information
Rights and Obligations
All the issued and outstanding shares of the
Company have equal voting rights and there are
no special control rights attached to its shares.
The rights and obligations attaching to the
ordinary shares are set out in note 2 to the
Company financial statements and in the
Company’s articles of association, a copy of
which can be obtained from the Company
website, https://www.bandmretail.com/
about-us/corporate-governance/articles-
of-association. The Company’s articles of
association may be amended by passing a
special resolution.
Directors intend to comply with the Pre-
Emption Group’s Statement of Principles,
in relation to any issue of shares of the
Company to the extent practical as a
Jersey registered company.
Holders of ordinary shares may receive
dividends and, on liquidation of the company,
a share in the assets of the Company.
Subject to meeting certain thresholds, holders
of ordinary shares may requisition a general
meeting of the Company or the proposal of
resolutions at general meetings. The rights
(including full details relating to voting),
obligations and any restrictions on transfers
relating to the Company’s ordinary shares, as
well as the powers of the Directors, are set out
in the Articles of Association.
The Company is not aware of any agreements
between shareholders that may result in
restrictions on the transfer of securities and/
or voting rights and, apart from the matters
described below, there are no restrictions on
the transfer of the Company’s shares and/or
voting rights attached to the shares:
Certain restrictions on transfers of shares may
from time to time be imposed by, for example,
share dealing regulations. In certain situations,
directors and certain employees must seek the
Company’s approval to deal in its shares.
• Some share-based employee incentive
plans include restrictions on the transfer of
shares, while the shares are subject to the
plan concerned.
• As described in the Directors Remuneration
Report, Executive Directors must hold a
proportion of their salary in shares. These
shares may not normally be transferred
during their period of office and 2 years
after leaving the Company.
• Where participants in a share-based
employee incentive plan are the beneficial
owners of the shares but not the registered
owner, the voting rights are normally
exercised by the registered owner at the
direction of the participants.
• Unless the directors determine otherwise,
members are not entitled to vote personally
or by proxy at a shareholders’ meeting, or to
exercise any other member’s right in relation
to shareholders’ meetings, in respect of
any share for which any call or other sum
payable to the Company remains unpaid.
• Unless the directors determine otherwise,
members are not entitled to vote personally
or by proxy at a shareholders’ meeting, or to
exercise any other member’s right in relation
to shareholders’ meetings, if the member
fails to provide the Company with the
required information concerning interests in
those shares, within the prescribed period
after being served with a notice under the
Company’s articles of association.
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Amendment to the Articles of Association
The Articles of Association may only be amended by a special resolution passed by a majority of three-quarters of votes cast at a general meeting
of shareholders.
Substantial Shareholdings
The Company’s articles of association oblige shareholders to comply with the notification obligations contained in the UK Disclosure Guidance
and Transparency Rules sourcebook. As at 2 June 2026, the following shareholders have notified the Company of their interests of five percent
(5%) or more in the Company’s issued ordinary shares (including interests in shares held through financial instruments):
Shareholder
Number of
ordinary
shares
% issued
share
Capital
Capital World Investors 137,508,786 13.7
BlackRock Asset Management 125,436,713 12.5
Fidelity Investments 50,753,463 5.1
Significant Agreements –
Change of control
The Group is party to a number of agreements
that take effect, alter, terminate, or have the
potential to do so, upon a change of control
of the Company. These agreements are
as follows:
• The Group’s banking facilities contain
provisions which, in the event of a change
of control, could result in their renegotiation
or withdrawal.
• The Company has a senior facilities
agreement (the ‘SFA’) in relation to a
£250m term loan and a £250m revolving
credit facility. In FY25 these facilities were
extended until March 2030. The SFA
provides that on a change of control of
the Company, each lender has the right to
require early repayment of their loans and
to cancel all their commitments under the
SFA on not less than 10 business days’
notice to the Company.
• The Company has in issue £250m 4%
senior secured notes due 2028, £250m
8.125% senior secured notes due 2030
and £250m 3.625% senior secured notes
due 2031. On a change of control of the
Company, each bondholder has the option
to require the Company to repurchase all
or part of the notes of such holder at a
redemption purchase price expressed as
a percentage of the principal amount as at
redemption date, plus accrued interest up
to the date of repurchase.
• The Group’s credit and loan facilities with
its banks and fleet finance agreements
for HGVs contain customary cancellation
and repayment provisions upon a change
of control.
• Employee share incentive schemes in
relation to shares in the Company also have
customary change of control provisions
triggering vesting and exercise on
performance conditions being met or (in the
discretion of the Company) being waived.
No agreements exist between the Company
and its Directors or employees which provide
for compensation if Directors or employees
resign or are dismissed without valid reason,
or if their employment ceases because of a
takeover bid other than as disclosed in the
Directors’ remuneration report on pages 76
to 91.
Corporate governance
Compliance by the Company with the
UK Corporate Governance Code and the
requirements of Jersey law are set out in
the Principal Risks and Uncertainties on
pages 22 to 28, the Corporate Governance
report on pages 56 to 75 and the Directors’
remuneration report on pages 76 to 91, each
of which form part of this report.
The Statement of Directors’ Responsibilities in
relation to the consolidated annual accounts
and financial statements of the Group and
the standalone annual accounts and financial
statements of the Company appears on page
96, which forms part of this report.
Auditor Information
As at 2 June 2026, so far as each director
is aware, there is no relevant information
needed by the auditor in connection with
preparing the audit report, of which the auditor
is unaware, and all directors have taken all
steps they ought to have taken as directors to
make themselves aware of any relevant audit
information and to establish that the auditor
is aware of it.
Independent auditor
KPMG LLP is the independent auditor of the
Company. The Board unanimously proposes
to shareholders KPMG’s reappointment as the
Company’s auditor.
Information on forward-looking
statements
The Annual Report and financial statements
include forward-looking statements that reflect
the Group, Company’s or, as appropriate,
the Directors’ current views with respect to,
among other things, the intentions, beliefs and
current expectations of the Group, Company
or the Directors concerning, amongst other
things, the results of operations, the financial
condition, prospects, growth, strategies and
dividend policy of the Group and the industry
in which it operates. Statements that include
the words ‘expects’, ‘intends’, ‘plans’, ‘believes’,
‘projects’, ‘forecasts’, ‘predicts’, ‘assumes’,
‘anticipates’, ‘will’, ‘targets’, ‘aims’, ‘may’,
‘should’, ‘shall’, ‘would’, ‘could’, ‘continue’, ‘risk’
and similar statements of a future or forward-
looking nature can be used to identify forward-
looking statements.
All forward-looking statements involve risks
and uncertainties because they relate to
events and depend on circumstances that may
or may not occur in the future. Undue reliance
should not be placed on such forward-looking
statements because they involve known and
unknown risks and uncertainties.
Independence Compliance Statement
As previously reported, Simon Arora, Bobby
Arora, Robin Arora and SSA Investments S.à.r.l.
(‘SSA Holdco’) (together the ‘Arora Family’)
and any other close family members and
associates were considered to be a related
party for the purposes of the related party
transaction rules in Chapter 11 of the Listing
Rules until 12 months after any member of
the family, ceases to be a director or shadow
director or ceases to exercise significant
influence over the Company or any subsidiaries
of the Group. Simon ceased to be a director
of the Company on 21 April 2023 and Robin
Arora left the Company on 30 March 2022.
Bobby Arora continued to be an employee of
the Group and a director of several subsidiaries
of the Group until he ceased to be an employee
and director on 31 March 2025. In accordance
with Chapter 11, any Arora Family related party
considerations fell away on 30 March 2026.
A summary of the corporate governance and
Listing Rules processes and assessments
undertaken by the Group and the Board
together with reports of advisors and the
Directors’ report and business review continued
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Governance
Financial statements
Strategic report
opinion of the Sponsor, in relation to related
party leases, is included on page 63 of the
Corporate Governance Report.
In the financial year 2026 there have been no
new store leases in the UK with Arora Family
related parties as landlords of those stores.
The total number of leases of UK stores and
rents of the Group with Arora Family related
parties as at the end of FY26 were 64 store
leases, representing 8% of a total number
of 799 UK B&M stores of the Group with all
landlords, and 9.5% of the overall rent roll
of all UK B&M stores as at the year end.
The Board confirms that during the financial
year 2025/26 the Company has acted
independently of the Arora Family and
their associates.
Details of other related party transactions
entered with associated companies of
the Group are set out in note 26 to the
consolidated annual accounts on pages 152
and 153 which forms part of this report.
Those transactions relate to the following
matters:
i. product sourcing and supplies to the Group
from Multi-lines International Company
Limited (‘Multi-lines’); and
ii. wholesale supplies of products by the
Group to Centz Retail Holdings Limited.
The Board confirms that this statement
is supported by each of the independent
Directors of the Company and there have
been no instances where any of them declined
to support this statement.
Share capital structure
B&M European Value Retail plc has issued one
class of shares which is admitted to trading
on the London Stock Exchange. No other
shares have been issued by the Company.
Its issued share capital as at 28 March 2026
amounts to £ 100,503,825.60 represented by
1,005,038,256 shares with a nominal value
of £0.10 each.
As at the date of this report, all shares are in
dematerialised form with the exception of 8,261
which remain suspended pending shareholder
instruction to permit dematerialisation.
In addition to the issued share capital, the
Company has also an authorised but unissued
share capital amounting to £296,840,035.10.
All shares issued by the Company are entitled
to equal rights as set out in the Articles.
No shares of the Company have been
purchased by the Company and no contract
to purchase the Company’s shares has been
entered into at any time since the incorporation
of the Company and up to the date of this
report.
Approved on behalf of the Board.
Tjeerd Jegen
Chief Executive Officer
2 June 2026
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Statement of Directors’ responsibilities
Statement of directors’
responsibilities in respect
of the annual report and the
financial statements
The directors are responsible for preparing the
Annual Report and the Group and Company
financial statements in accordance with
applicable law and regulations.
The directors have decided to prepare
voluntarily a directors’ remuneration report
in accordance with Schedule 8 to The Large
and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008
made under the UK Companies Act 2006, as if
those requirements applied to the Company.
Company law requires the directors to prepare
financial statements for each financial year.
Under that law they are required to prepare
the financial statements in accordance with
International Financial Reporting Standards as
adopted by the EU (EU-IFRS) and UK-adopted
international accounting standards (UK-IFRS).
Under company law, the Directors must not
approve the financial statements unless
they are satisfied that they give a true and
fair view of the state of affairs of the Group
and Company and of its profit or loss for the
relevant period. In preparing these financial
statements, the Directors are required to:
• select suitable accounting policies and then
apply them consistently;
• make judgements and estimates that are
reasonable and reliable;
• state whether applicable accounting
standards have been followed, subject
to any material departures disclosed and
explained in the financial statements;
The Directors are responsible for preparing the Annual Report and
the Group and Company annual accounts and financial statements
in accordance with applicable law and regulations.
• assess the Group and the Company’s ability
to continue as a going concern, disclosing,
as applicable, matters related to going
concern; and
• use the going concern basis of accounting
unless they either intend to liquidate
the Group or the Company or to cease
operations, or have no realistic alternative
but to do so.
The Directors are responsible for keeping
adequate accounting records that are sufficient
to show and explain the Group and Company’s
transactions and disclose with reasonable
accuracy at any time the financial position of
the Group and Company and enable them to
ensure that its financial statements comply
with the Companies (Jersey) Law, 1991. They
are responsible for such internal control as
they determine is necessary to enable the
preparation of financial statements that are free
from material misstatement, whether due to
fraud or error, and have general responsibility
for taking such steps as are reasonably open
to them to safeguard the assets of the Group
and to prevent and detect fraud and other
irregularities.
The directors are responsible for the
maintenance and integrity of the corporate
and financial information included on the
company’s website. Legislation in the Jersey
governing the preparation and dissemination
of financial statements may differ from
legislation in other jurisdictions.
Responsibility statement of
the directors in respect of the
annual financial report
We confirm that, to the best of our knowledge:
• the consolidated annual accounts
and financial statements, prepared in
accordance with the applicable set of
accounting standards, give a true and
fair view of the assets, liabilities, financial
position and profit or loss of the Group and
company; and
• the Strategic Report includes a fair review
of the development and performance of
the business and position of the Company
and the undertakings included within the
consolidation taken as a whole, together
with a description of the principal risks and
uncertainties it faces.
We consider this Annual Report (including the
annual accounts and financial statements),
taken as a whole, is fair, balanced and
understandable and provides the information
necessary for shareholders to assess the
Group’s and Company’s position, performance,
business model and strategy.
Approved on behalf of the Board.
Tjeerd Jegen
Chief Executive Officer
2 June 2026
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Governance
Financial statements
Strategic report
Statement of Directors’ responsibilities in respect
of the directors’ report and financial statements
The directors are responsible for preparing the Directors’ report and the
financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare
financial statements for each financial period.
Under that law they have elected to prepare
the financial statements in accordance with
FRS 101 ‘Reduced Disclosure Framework’.
Under company law the directors must not
approve the financial statements unless they
are satisfied that they give a true and fair view
of the state of affairs of the company and
of the profit or loss of the Company for that
period. In preparing these financial statements,
the directors are required to:
• select suitable accounting policies and then
apply them consistently;
• make judgements and estimates that are
reasonable, relevant and reliable;
• state whether they have been prepared in
accordance with UK-adopted international
accounting standards;
• assess the company’s ability to continue as
a going concern, disclosing, as applicable,
matters related to going concern; and
• use the going concern basis of accounting
unless they either intend to liquidate the
company or to cease operations, or have
no realistic alternative but to do so.
The directors are responsible for keeping
proper accounting records that are sufficient to
show and explain the company’s transactions
and disclose with reasonable accuracy at any
time the financial position of the company
and enable them to ensure that the financial
statements comply with the Companies
(Jersey) Law 1991. They are responsible
for such internal control as they determine
is necessary to enable the preparation of
financial statements that are free from
material misstatement, whether due to fraud
or error, and have general responsibility for
taking such steps as are reasonably open to
them to safeguard the assets of the company
and to prevent and detect fraud and other
irregularities.
The directors are responsible for the
maintenance and integrity of the corporate
and financial information included on the
company’s website. Legislation in Jersey
governing the preparation and dissemination
of financial statements may differ from
legislation in other jurisdictions.
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Independent auditor’s report
to the members of B&M European Value Retail plc
1. Our opinion is unmodified
We have audited the consolidated financial statements of B&M European
Value Retail plc (‘the Company’) for the 52-week period ended 28th
March 2026, which comprise:
Group (B&M European Value Retail plc and its subsidiaries):
• Consolidated statement of Comprehensive income for the period
ended 28 March 2026.
• Consolidated statement of Financial position as at 28 March 2026.
• Consolidated Statement of Changes in Shareholders’ Equity for the
period ended 28 March 2026.
• Consolidated Statement of Cash Flows for the period ended 28 March
2026.
Notes 1 to 31 to the Group financial statements, including the accounting
policies in note 1.
Parent Company (B&M European Value Retail plc):
• Company statement of Comprehensive income for the year ended
31 March 2026.
• Company Statement of Financial Position as at 31 March 2026
• Company Statement of Changes in Equity for the year ended
31 March 2026.
Notes 1 to 15 to the Parent Company financial statements, including the
accounting policies in note 1.
In our opinion the Group and parent Company’s financial statements:
• Give a true and fair view in accordance with UK-adopted international
accounting standards and IFRS Accounting Standards adopted
pursuant to Regulation (EC) No 1606/2002 as it applied to the
European Union, of the state of the Group’s affairs as at 28 March
2026 and of the Group’s profit and cash flows for the period then
ended;
• Give a true and fair view, in accordance with UK accounting
standards, including FRS 101 Reduced Disclosure Framework, of
the state of the Company’s affairs as at 31 March 2026 and the
Company’s profit for the year then ended; and
• Have been properly prepared in accordance with the Companies
(Jersey) Law, 1991.
Basis for our opinion
We conducted our audit in accordance with International Standards on
Auditing (UK) (‘ISAs (UK)’) and applicable law. Our responsibilities are
described below. We believe that the audit evidence we have obtained
is a sufficient and appropriate basis for our opinion. Our audit opinion is
consistent with our report to the Audit Committee.
We were appointed as auditor by the directors on 11th March 2026,
succeeding KPMG Luxembourg as auditor following the re-domiciliation
of B&M European Value Retail plc (formerly B&M European Value Retail
S.A.) from Luxembourg to Jersey. As such, there has been one period of
total uninterrupted engagement being the period ended 28 March 2026.
KPMG Luxembourg were the auditor for the prior 9 periods.
We have fulfilled our ethical responsibilities under, and we remain
independent of the Group in accordance with, UK ethical requirements
including the FRC Ethical Standard as applied to listed public interest
entities. No non-audit services prohibited by that standard were
provided.
Overview
Materiality: Group financial
statements as a whole
£12m
4.3% of profit before tax, normalised
to exclude certain adjusting items
Key audit matters
Recoverability of goodwill relating to Heron group of cash generating
units (‘Heron CGU’)
Accounting for foreign currency hedges
Recoverability of investment in subsidiaries (Parent Company)
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Governance
Financial statements
Strategic report
2. Key audit matters: our assessment of risks of material misstatement
Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the financial statements and
include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those which had
the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. We
summarise below the key audit matters in decreasing order of audit significance, in arriving at our audit opinion above, together with our key audit
procedures to address those matters and, as required for public interest entities, our results from those procedures. These matters were addressed,
and our results are based on procedures undertaken, in the context of, and solely for the purpose of, our audit of the financial statements as a whole,
and in forming our opinion thereon, and consequently are incidental to that opinion, and we do not provide a separate opinion on these matters.
The risk Our response
Recoverability of goodwill allocated to
Heron group of cash generating units
(‘Heron CGU’)
(Heron goodwill £88m; 2025: £88m).
(Impairment charge: £0m; 2025: £0m).
Refer to page 72 (Audit Committee Report),
page 116 (accounting policy) and pages 136
to 138 (financial disclosures).
Forecast-based assessment
Goodwill in the Heron CGUis significant and
at risk of impairment due to declining trading
performance and continuing competition in
the UK Retail sector.
The estimated recoverable amount of this
balance is subjective due to the inherent
uncertainty involved in forecasting and
discounting future cash flows, specifically
the like-for-like sales growth, and discount
rate which form the basis of the value in use
calculation.
The effect of these matters is that, as part of
our risk assessment, we determined that the
recoverable amount of the Heron CGU has a
high degree of estimation uncertainty, with
a potential range of reasonable outcomes
greater than our materiality for the financial
statements as a whole.
The financial statements (note 12) disclose the
sensitivity estimated by the Group.
We performed the tests below rather than
seeking to rely on any of the Group’s controls
because the nature of the balance is such that we
would expect to obtain audit evidence primarily
through the detailed procedures described.
Our procedures included:
Historical comparisons: we assessed the
reasonableness of the Heron CGU’s forecast
by considering the historical accuracy of the
previous forecasts.
Re-performance: we re-performed the value
in use calculations and compared data used in
the model against source information.
Benchmarking assumptions: We utilised
our internal corporate finance valuations
specialists to assess the reasonableness of
the discount rate by comparing the Group’s
assumptions to externally derived data.
We utilised our internal macroeconomics
specialists to assess the Group’s like-for-like
sales growth assumption included within the
value in use calculation by comparing the
Group’s assumption to externally derived data.
Sensitivity analysis: we have performed
sensitivity analysis on the key assumptions.
Comparing valuations: We assessed the
reasonableness of the derived value in use by
comparing to comparable company EBITDA
multiples and other business valuation.
Our sector experience: We have assessed
whether key assumptions reflect our
knowledge of the business and industry,
including known or probable changes in the
business environment.
Assessing transparency: Assessing whether
the Group’s disclosures about the sensitivity of
the outcome of the impairment assessment to
changes in key assumptions reflected the risks
inherent in the recoverable amount of goodwill.
Our results
We found the Group’s conclusion that there
is no impairment of the goodwill in the Heron
CGU to be acceptable.
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The risk Our response
Accounting for foreign currency hedges
Refer to page 72 (Audit Committee Report),
pages 117 to 118 (accounting policy) and
pages 144 to 145 (financial disclosures).
Complex accounting
The Group’s hedging reserve amounts to
£0.7m and reported a net change of fair value
of the derivatives net of recycling of £10.0m
per the Consolidated statement of changes in
shareholders’ equity.
Per the Financial Instruments policy in note 1,
the Group adopts hedge accounting for a high
proportion of its foreign currency inventory
purchases.
The recognition of foreign exchange gains on
foreign currency forward contracts, through
either other comprehensive income or the
income statement is determined by whether
the hedging relationship meets the hedge
effectiveness requirements.
In order to apply hedge accounting,
it is necessary to demonstrate hedge
effectiveness which requires, amongst
other things, assessing whether there is an
economic relationship between the hedging
instrument and the hedged item, and ensuring
that the appropriate exchange rate is applied
to each hedged item included in the inventory
balance.
Given that the gross value of the hedges is
significant, and that hedge accounting is
an inherently complex area of accounting,
particularly in times of volatile exchange rates,
we have identified accounting for foreign
currency hedges as a key audit matter.
We performed the tests below rather than
seeking to rely on any of the Group’s controls
because the nature of the balance is such
that we would expect to obtain audit evidence
primarily through the detailed procedures
described.
Our procedures included:
Accounting analysis: we have inspected and
corroborated the Group’s hedging strategy
ensuring that the hedging relationship is
consistent with the Group’s risk management
objective, and, utilising our own treasury
specialists, assessed the documentation in
place for foreign currency hedges.
Tests of detail: For a sample of foreign
currency hedges we have assessed the
related hedge accounting documentation
is appropriately prepared in accordance
with IFRS 9 and vouched the details of the
forward contract to third party confirmation.
For forward contracts that have matured, we
confirmed that the settlement amounts were
in accordance with those expected based
on the terms of the contract, confirming the
gain or loss realised on the forward contract
over its life, and for forward contracts that
had not yet matured: we compared a sample
of year end derivative valuations to third
party confirmations and utilised our internal
valuation specialists to derive an independent
estimate of fair value. We confirmed that the
fair value changes had been recognised in the
cash flow hedge reserve.
Accounting analysis: We have inspected the
calculations to adjust the cost of inventories
for the effect of the hedge confirming that the
inventory had been recognised based on the
contracted forward rate.
Our results
We found the accounting for foreign currency
hedges to be acceptable.
Independent auditor’s report continued
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Governance
Financial statements
Strategic report
The risk Our response
Recoverability of the investment in
subsidiaries (Parent Company)
(Investment in subsidiaries £2.6bn;
2025: £2.6bn).
(Impairment charge: £0m; 2025: £0m).
Refer to page 72 (Audit Committee Report),
page 159 (accounting policy) and pages 164
to 166 (financial disclosures).
Forecast-based assessment
The carrying amount of the Parent Company’s
investment in subsidiaries represents 78% of
the Parent Company’s total assets, and the
balance is significant (£2.6bn).
The estimated recoverable amount of the
investment balance is based on an estimate
of the equity value of the investment in
subsidiaries based on a discounted future
cash flow model which is subjective due to
the inherent uncertainty in forecasting trading
conditions and cash flows.
Due to the investment’s materiality in the
context of the Parent Company financial
statements, this is considered to be the area
that had the greatest effect on our overall
Parent Company audit.
We performed the tests below rather than
seeking to rely on any of the Group’s controls
because the nature of the balance is such
that we would expect to obtain audit evidence
primarily through the detailed procedures
described.
Our procedures to address the risk included:
Historical comparisons: we assessed the
reasonableness of the CGU’s forecasts by
considering the historical accuracy of the
previous forecasts.
Re-performance: we re-performed the
equity value calculation and compared data
used in the model against source information.
Benchmarking assumptions: We utilised
our internal corporate finance valuations
specialists to assess the reasonableness of the
discount rates by comparing the Company’s
assumptions to externally derived data.
We utilised our internal macroeconomics
specialists to assess the Group’s like-for-like
sales growth assumptions included within
the equity value calculation by comparing the
Company’s assumptions to externally derived
data.
Sensitivity analysis: we have performed
sensitivity analysis on the key assumptions.
Comparing valuations: We compared the
equity value calculation to the Group’s market
capitalisation to assess the reasonableness of
the forecasts.
Our sector experience: We have assessed
whether key assumptions reflect our
knowledge of the business and industry,
including known or probable changes in the
business environment.
Assessing transparency: we have assessed
whether the Group’s disclosures about the
sensitivity of the outcome of the impairment
assessment to changes in key assumptions
appropriately reflects the risks inherent in
the recoverable amount of investment in
subsidiaries.
Our results
We found the Group’s conclusion that there
is no impairment over the investments in
subsidiaries to be acceptable.
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100%
99%
99%
£12m
Whole financial
statements materiality
£7.75m
Whole financial
statements performance
materiality
£10m
Range of materiality
at 5 components
(£3m to £10m)
£0.595m
Misstatements reported
to the audit committee
Normalised PBT
£277m
Group Materiality
£12.0m
Normalised PBT
Group materiality
3. Our application of materiality and an overview of the
scope of our audit
Our application of materiality
Materiality for the Group financial statements as a whole was set at
£12.0m, determined with reference to a benchmark of Group profit
before tax, normalised to exclude adjusting items relating to impairment
charges, costs in relation to significant infrastructure projects and costs
in relation to the redomicile project as disclosed in note 3, of which it
represents 4.3%. We adjusted for these items as they do not reflect the
normal activities of the Group.
Materiality for the parent Company financial statements as a whole was
set at £11.5m, determined with reference to a benchmark of Company
total assets, limited to be less than materiality for the Group as a whole.
It represents 0.34% of the stated benchmark.
In line with our audit methodology, our procedures on individual
account balances and disclosures were performed to a lower threshold,
performance materiality, so as to reduce to an acceptable level the
risk that individually immaterial misstatements in individual account
balances add up to a material amount across the financial statements
as a whole. Performance materiality was set at 65% of materiality for the
financial statements as a whole, which equates to £7.75m for the Group
and £7.48m for the parent Company. We applied this percentage in our
determination of performance materiality based on the level of identified
control deficiencies during the period. We agreed to report to the Audit
Committee any corrected or uncorrected identified misstatements
exceeding £0.595m, in addition to other identified misstatements that
warranted reporting on qualitative grounds.
Overview of the scope of our audit
We performed risk assessment procedures to determine which of the
Group’s components are likely to include risks of material misstatement
to the Group financial statements and which procedures to perform at
these components to address those risks.
In total, we identified 13 components, having considered our evaluation
of the Group’s legal and operational structure and our ability to perform
audit procedures centrally. Of those, we identified 3 quantitatively
significant components which contained the largest percentages of
either total revenue or total assets of the Group, for which we performed
audit procedures. Additionally, having considered quantitative and
qualitative factors, we selected 2 components with accounts and
disclosures contributing to the specific risks of material misstatement
of the Group financial statements. Accordingly, we performed audit
procedures on 5 components, of which we involved component auditors
on 2 components.
We performed audit procedures on the items excluded from the
normalised Group profit before tax used as the benchmark for our
materiality. We set the component materialities, ranging from £3.0m
- £10.0m, having regard to size and risk profile. Our audit procedures
covered 100% coverage of the Group’s revenue. We also performed
audit procedures in relation to components that accounted for 99%
coverage of the total profits that make up group profit before tax (PBT),
and 99% coverage of the Group’s total assets. We performed analysis
at an aggregated Group level to re-examine our assessment that
there is not a reasonable possibility of a material misstatement in the
components for which we performed no audit testing. The Group auditor
performed the audit of the Parent company.
Group revenue:
Our audit procedures covered the following percentage
of Group revenue:
Group total assets Group profit before tax
We performed audit procedures in relation to components
that accounted for the following percentages of Group
profit before tax and Group total assets:
2026
Independent auditor’s report continued
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Governance
Financial statements
Strategic report
Impact of controls on our group audit
The Group utilises a range of IT systems across its components. For all components where we performed audit procedures we, with the assistance of
our IT auditors, obtained an understanding of the relevant IT systems for the purposes of our audit work.
In considering the efficiency and effectiveness of approaches to gain the appropriate audit evidence, we took a predominantly substantive approach
to the audit. This included a data-oriented approach to testing revenue using analytical routines across the components, and substantive testing
across key transactional areas such as inventory. Given that we did not plan to rely on IT controls, a direct testing approach was used over the
completeness and reliability of data used in our substantive procedures.
With the exception of perpetual inventory count controls and bank reconciliation controls in the B&M UK component, and inventory count controls at
the B&M France component, we also do not place any reliance on manual controls in place across the components.
As we did not able rely on automated controls over journal entries, our work to respond to the risk of management override of controls considered
both automated and manual journals and we increased the extent of direct data testing over the completeness and reliability of data used in auditing
journals.
Group auditor oversight
As part of establishing the overall Group audit strategy and plan, we conducted the risk assessment and planning discussion meetings with
component auditors to discuss Group audit risks relevant to the components.
Regular video and telephone conference meetings were also held with the component teams. At these meetings, the results of the planning
procedures and further audit procedures communicated to us were discussed in more detail, and any further work required by us was then
performed by the component auditors.
We inspected the work performed by the component auditors for the purpose of the Group audit and evaluated the appropriateness of conclusions
drawn from the audit evidence obtained and consistencies between communicated findings and work performed.
The impact of climate change on our audit
We have considered the potential impacts of climate change on the financial statements as part of planning our audit.
The Group has set out its climate targets and, as a partner of the wider industry and national commitments, including the British Retail Consortium’s
(BRC), they target to be net zero by 2040.
Climate change may affect the Group through a range of physical and transition risks. Physical risks include the potential impact of extreme climate-
related events, such as flooding. Transition risks include the move towards a low-carbon economy, changes in regulation, and investment in and
adoption of low-emission and decentralised energy technologies. Further information on these matters is provided by the Group on pages 39 to 50
of the Annual Report and Financial Statements.
While the Group has established its climate targets, its assessment of the potential impacts of climate change on capital expenditure, operating costs
and cash flows continues to develop.
As part of our audit procedures, we made enquiries of management to understand their assessment of climate-related risks and the potential impact
on the financial statements, including the effect on significant accounting estimates and judgements, and considered the implications for our audit.
Climate-related matters did not result in any significant impact on our key audit matters.
We have also read the Group’s climate-related disclosures included in the strategic report section of the Annual Report (pages 39 to 50) and
considered whether these disclosures are consistent with the financial statements and with our knowledge obtained during the audit.
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4. Going concern
The Directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Group or the Parent Company
or to cease their operations, and as they have concluded that the Group’s and the Company’s financial position means that this is realistic. They have
also concluded that there are no material uncertainties that could have cast significant doubt over their ability to continue as a going concern for at
least a year from the date of approval of the financial statements (‘the going concern period’).
We used our knowledge of the Group, its industry, and the general economic environment to identify the inherent risks to its business model and
analysed how those risks might affect the Group and Company’s financial resources or ability to continue operations over the going concern period.
The risks that we considered most likely to adversely affect the Group’s and Company’s available financial resources and/or metrics relevant to debt
covenants over this period were:
• Supply chain risks and associated freight costs increase as a result of Geopolitics in the Middle East.
• The impact of inflation and the associated increased in costs of living, contributing to a reduction in consumer spending.
• The decline in like for like sales due to the high level of competition within the retail industry.
• Disruption to key IT systems which would affect business operations and lead to reputational damage.
We also considered less predictable but realistic second order impacts, such as the erosion of customer or supplier confidence, which could result in
a reduction of available financial resources.
We considered whether these risks could plausibly affect the liquidity or covenant compliance in the going concern period by comparing severe,
but plausible downside scenarios that could arise from these risks individually and collectively against the level of available financial resources and
covenants indicated by the Group’s financial forecasts. We considered whether the going concern disclosure in note 1 to the financial statements
gives a full and accurate description of the directors’ assessment of going concern.
Our conclusions based on this work:
• We consider that the Directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate;
• We have not identified, and concur with the Directors’ assessment that there is not, a material uncertainty related to events or conditions that,
individually or collectively, may cast significant doubt on the Group or Company’s ability to continue as a going concern for the going concern
period; and
• We have nothing material to add or draw attention to in relation to the Directors’ statement in note 1 to the financial statements on the use of the
going concern basis of accounting with no material uncertainties that may cast significant doubt over the Group’s or Parent Company’s use of
that basis for the going concern period, and we found the going concern disclosure in note 1 to be acceptable.
However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with
judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Group or the Company will
continue in operation.
5. Fraud and breaches of laws and regulations – ability to detect
Identifying and responding to risks of material misstatement due to fraud
To identify risks of material misstatement due to fraud (‘fraud risks’) we assessed events or conditions that could indicate an incentive or pressure to
commit fraud or provide an opportunity to commit fraud.
Our risk assessment procedures included:
• Enquiring of directors, the audit committee, internal audit, legal function and inspection of policy documentation as to the Group’s high-level
policies and procedures to prevent and detect fraud including the internal audit function, and the Group’s channel for ‘whistleblowing’, as well as
whether they have knowledge of any actual, suspected or alleged fraud.
• Reading Board and audit committee minutes.
• Considering remuneration incentive schemes and performance targets for management, directors and sales staff, including the Executive Bonus
arrangements (the Annual Incentive Plan, ‘AIP’) and Executive LTIPs.
• Using analytical procedures to identify any unusual or unexpected relationships.
• Our forensics professionals assisted us in identifying key fraud risk factors. This included attending the Risk Assessment and Planning Discussion,
holding a discussion with the engagement partner, engagement managers, and assisting with considering relevant audit procedures to respond
to the identified fraud risks.
We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit. This included
communication from the Group auditor to component auditors of relevant fraud risks identified at the Group level and requesting component
auditors performing procedures at the component level to report to the Group auditor any identified fraud risk factors or identified or suspected
instances of fraud.
As required by auditing standards and taking into account possible pressures to meet profit targets, we perform procedures to address the risk
of management override of controls, in particular the risk that Group and component management may be in a position to make inappropriate
accounting entries and the risk of bias in accounting estimates and judgements. On this audit we do not believe there is a fraud risk related to
revenue recognition because there is limited perceived opportunity to commit fraud due to the high volume and low value of sales transactions, and
the simplicity of sales recognition in the company.
Independent auditor’s report continued
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Governance
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Strategic report
We did not identify any additional fraud risks.
We performed procedures including:
• Identifying journal entries and other adjustments to test at the Group level and for selected components based on risk criteria and comparing
the identified entries to supporting documentation. These also included journals posted with narrative referencing Senior Management and other
Senior Personnel in the Company across Group and Component management teams.
• Assessing whether the judgements made in making accounting estimates are indicative of a potential bias.
Identifying and responding to risks of material misstatement related to compliance with laws and regulations
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general
commercial and sector experience and through discussion with the directors and other management (as required by auditing standards), and from
inspection of the Group’s regulatory and legal correspondence and discussed with the directors and other management the policies and procedures
regarding compliance with laws and regulations.
As the Group is regulated, our assessment of risks involved gaining an understanding of the control environment including the entity’s procedures for
complying with regulatory requirements.
We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the
audit. This included communication from the Group auditor to component auditors of relevant laws and regulations identified at the Group level, and
a request for component auditors to report to the Group audit team any instances of non-compliance with laws and regulations that could give rise
to a material misstatement at the Group level.
The potential effect of these laws and regulations on the financial statements varies considerably.
Firstly, the Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including
related companies legislation), distributable profits legislation and taxation legislation and we assessed the extent of compliance with these laws and
regulations as part of our procedures on the related financial statement items.
Secondly, the Group is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on
amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those
most likely to have such an effect: importation of goods, pricing, anti-bribery and corruption, anti-modern slavery, anti-tax avoidance and evasion,
health and safety, employment law, general data protection regulation (‘GDPR’), control of pollution and contamination of the environment (including
recycling legislation relating to batteries and electrical products), the Groceries Supply Code of Practice (the ‘Groceries Code’), product safety,
quality and liability, planning, landlord tenant, competition, tax, employment practices (including pensions), the UK Waste Electrical and Electronic
Equipment Regulations and Batteries and Accumulators Regulations, advertising and consumer protection, and certain aspects of company
legislation recognising the Group’s activities and its legal form. Auditing standards limit the required audit procedures to identify non-compliance
with these laws and regulations to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any.
Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.
Context of the ability of the audit to detect fraud or breaches of law or regulation
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the
financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the
further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely
the inherently limited procedures required by auditing standards would identify it.
In addition, as with any audit, there remained a higher risk of non-detection of fraud, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible
for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.
6. We have nothing to report on the other information in the Annual Report
The Directors are responsible for the other information presented in the Annual Report together with the financial statements. Our opinion on the
financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except as explicitly stated below,
any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether, based on our financial statements audit work, the information
therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work we have not identified
material misstatements in the other information.
Directors’ remuneration report
In addition to our audit of the financial statements, the directors have engaged us to audit the information in the Directors’ Remuneration Report that
is described as having been audited, which the directors have decided to prepare as if the Company were required to comply with the requirements
of Schedule 8 to The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008 No. 410) made under the
UK Companies Act 2006.
In our opinion the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the UK Companies Act
2006, as if those requirements applied to the Company.
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Disclosures of emerging and principal risks and longer-term viability
We are required to perform procedures to identify whether there is a material inconsistency between the Directors’ disclosures in respect of
emerging and principal risks and the viability statement, and the financial statements and our audit knowledge.
Based on those procedures, we have nothing material to add or draw attention to in relation to:
• The Directors’ confirmation within the Viability Statement on page 29 that they have carried out a robust assessment of the emerging and
principal risks facing the Group, including those that would threaten its business model, future performance, solvency and liquidity;
• The Principal and Emerging Risks disclosures describing these risks and how emerging risks are identified, and explaining how they are being
managed and mitigated; and
• The Directors’ explanation in the Viability Statement of how they have assessed the prospects of the Group, over what period they have done so
and why they considered that period to be appropriate, and their statement as to whether they have a reasonable expectation that the Group
will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, including any related disclosures
drawing attention to any necessary qualifications or assumptions.
Our work is limited to assessing these matters in the context of only the knowledge acquired during our financial statements audit. As we cannot
predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable
at the time they were made, the absence of anything to report on these statements is not a guarantee as to the Group and Company’s longer-term
viability.
Corporate governance disclosures
We are required to perform procedures to identify whether there is a material inconsistency between the Directors’ corporate governance disclosures
and the financial statements and our audit knowledge.
Based on those procedures, we have concluded that each of the following is materially consistent with the financial statements and our audit
knowledge:
• The Directors’ statement that they consider that the annual report and financial statements taken as a whole is fair, balanced and understandable,
and provides the information necessary for shareholders to assess the Group’s position and performance, business model and strategy;
• The section of the annual report describing the work of the Audit Committee, including the significant issues that the audit committee considered
in relation to the financial statements, and how these issues were addressed; and
• The section of the annual report that describes the review of the effectiveness of the Group’s risk management and internal control systems.
We are required to review the part of the Corporate Governance Statement relating to the Group’s compliance with the provisions of the UK
Corporate Governance Code specified by the UK Listing Rules for our review. We have nothing to report in this respect.
7. We have nothing to report on the other matters on which we are required to report by exception
Under the Companies (Jersey) Law 1991 we are required to report to you if, in our opinion:
• Proper accounting records have not been kept by the parent Company; or
• Proper returns adequate for our audit have not been received from branches not visited by us; or
• The parent Company’s accounts are not in agreement with the accounting records and returns; or
• We have not received all the information and explanations we require for our audit.
We have nothing to report in these respects.
8. Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on page 96, the Directors are responsible for: the preparation of financial statements that give a
true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error; assessing the Group and parent Company’s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern; and using the going concern basis of accounting unless they either intend to liquidate the Group or
parent Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether
due to fraud or error, and to issue our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of the financial statements.
A fuller description of our responsibilities is provided on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities.
The Company is required to include these financial statements in an annual financial report prepared under Disclosure Guidance and Transparency
Rule 4.1.17R and 4.1.18R. This auditor’s report provides no assurance over whether the annual financial report has been prepared in accordance with
those requirements.
Independent auditor’s report continued
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9. The purpose of our audit work and to whom we owe our responsibilities
This report is made solely to the Company’s members, as a body, in accordance with Article 113A of the Companies (Jersey) Law 1991 and the terms
of our engagement by the Company. Our audit work has been undertaken so that we might state to the Company’s members those matters we are
required to state to them in an auditor’s report, and the further matters we are required to state to them in accordance with the terms agreed with
the Company, and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the
Company and the Company’s members, as a body, for our audit work, for this report, or for the opinions we have formed.
Andrew Cawthray
for and on behalf of KPMG LLP
Chartered Accountants and Recognised Auditor
1 Snow Hill
Queensway
Birmingham
B4 6GH
2 June 2026
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| 52 weeks ended | 52 weeks ended | ||
| 28 March | 29 March | ||
| 2026 | 2025 | ||
| Period ended Note | £’m | £’m | |
Revenue | 2 | ||
Cost of sales | ( | ( | |
Gross profit | |||
Administrative expenses | ( | ( | |
Operating profit | 4 | ||
Share of profits in associates | 11 | ||
Profit on ordinary activities before net finance costs and tax | |||
Finance costs on lease liabilities | 5 | ( | ( |
Other finance costs | 5 | ( | ( |
Finance income | 5 | ||
Profit on ordinary activities before tax | |||
Income tax expense | 9 | ( | ( |
Profit for the period | 2 | ||
| Other comprehensive income for the period | |||
| Items which may be reclassified to profit and loss: | |||
Exchange differences on retranslation of subsidiary and associates | ( | ||
Fair value movement as recorded in the hedging reserve | ( | ( | |
Tax effect of other comprehensive income | 9 | ( | ( |
Total other comprehensive income | ( | ( | |
Total comprehensive income for the period | |||
| Earnings per share | |||
Basic earnings per share attributable to ordinary equity holders (pence) | 10 | ||
Diluted earnings per share attributable to ordinary equity holders (pence) | 10 |
All profit and other comprehensive income is attributable to the owners of the parent.
The accompanying accounting policies and notes form an integral part of these consolidated financial statements.
Consolidated statement of comprehensive income
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| Restated | |||
| 28 March | 29 March | ||
| 2026 | 2025 | ||
| As at Note | £’m | £’m | |
| Non-current assets | |||
Goodwill | 12 | ||
Intangible assets | 12 | ||
Property, plant and equipment | 13 | ||
Right-of-use assets | 14 | ||
Investments in associates | 11 | ||
Other receivables | 16 | ||
Deferred tax asset | 9 | ||
| Current assets | |||
Cash at bank and in hand | 17 | ||
Inventories | 15 | ||
Trade and other receivables | 16 | ||
Income tax receivable | |||
Other financial assets | 19 | ||
Total assets | |||
| Equity | |||
Share capital | 22 | ( | ( |
Share premium* | ( | ( | |
Retained earnings* | ( | ( | |
Hedging reserve | |||
Other reserve | ( | ( | |
Merger reserve | |||
Foreign exchange reserve | ( | ( | |
( | ( | ||
| Non-current liabilities | |||
Interest-bearing loans and borrowings | 20 | ( | ( |
Lease liabilities | 14 | ( | ( |
Deferred tax liabilities | 9 | ( | ( |
Other financial liabilities | 19 | ( | |
Provisions | 21 | ( | ( |
( | ( | ||
| Current liabilities | |||
Interest-bearing loans and borrowings | 20 | ( | ( |
Trade and other payables | 18 | ( | ( |
Lease liabilities | 14 | ( | ( |
Other financial liabilities | 19 | ( | ( |
Income tax payable | ( | ( | |
Provisions | 21 | ( | ( |
( | ( | ||
Total liabilities | ( | ( | |
Total equity and liabilities | ( | ( |
* The restatement relates to a reclassification between share premium and retained earnings. For more details see note 1.
The accompanying accounting policies and notes form an integral part of these consolidated financial statements.
Consolidated statement of financial position
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| Foreign | ||||||||
| Share | Share | Retained | Hedging | Other | Merger | exchange | Total | |
| capital | premium | earnings | reserve | reserve | reserve | reserve | equity | |
| £’m | £’m | £’m | £’m | £’m | £’m | £’m | £’m | |
Balance at 30 March 2024 as previously reported | ( | ( | ||||||
Restatement of share premium | ( | |||||||
Restated balance at 30 March 2024* | ( | ( | ||||||
Ordinary dividends declared | ( | ( | ||||||
Special dividends declared | ( | ( | ||||||
Restated effect of share options* | ||||||||
Total transactions with owners | ( | ( | ||||||
Profit for the period | ||||||||
Other comprehensive income | ( | ( | ( | ( | ||||
Total comprehensive income for the period | ( | ( | ||||||
Hedging gains & losses reclassified as inventory | ||||||||
| Hedging gains & losses reclassified as finance | ||||||||
costs | ||||||||
Restated balance at 29 March 2025* | ( | ( | ||||||
Ordinary dividends declared | ( | ( | ||||||
Effect of share options | ||||||||
Total transactions with owners | ( | ( | ||||||
Profit for the period | ||||||||
Other comprehensive income | ( | ( | ( | |||||
Total comprehensive income for the period | ( | |||||||
Hedging gains & losses reclassified as inventory | ||||||||
Hedging gains & losses reclassified as finance costs | ||||||||
Balance at 28 March 2026 | ( | ( |
* The restatement relates to a reclassification between share premium and retained earnings. For more details see note 1.
The accompanying accounting policies and notes form an integral part of these consolidated financial statements.
Consolidated statement of changes in shareholders’ equity
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| 52 weeks ended | 52 weeks ended | ||
| 28 March | 29 March | ||
| 2026 | 2025 | ||
| Period ended Note | £’m | £’m | |
| Cash flows from operating activities | |||
Cash generated from operations | 23 | ||
Income tax paid | ( | ( | |
Net cash flows from operating activities | |||
| Cash flows from investing activities | |||
Purchase of property, plant and equipment | 13 | ( | ( |
Purchase of intangible assets | 12 | ( | ( |
Proceeds from sale of property, plant and equipment | |||
Receipts/(deposits) into short-term money market investments | 19 | ( | |
Finance income received | 5 | ||
Net cash flows from investing activities | ( | ||
| Cash flows from financing activities | |||
Repayment of Group revolving credit facilities | 20 | ( | |
Repayment of corporate bonds | 20 | ( | |
Receipt due to newly issued corporate bonds | 20 | ||
Receipt of loan facilities held in France | 20 | ||
Repayment of loan facilities held in France | 20 | ( | ( |
Repayment of the principal in relation to lease liabilities | 14 | ( | ( |
Payment of interest in relation to right-of-use assets | 14 | ( | ( |
Fees on refinancing | 20 | ( | ( |
Other finance costs paid | 5 | ( | ( |
Dividends paid to owners of the parent | 29 | ( | ( |
Net cash flows from financing activities | ( | ( | |
Effects of exchange rate changes on cash and cash equivalents | ( | ||
Net increase in cash and cash equivalents | |||
Cash and cash equivalents at the beginning of the period | |||
Cash and cash equivalents at the end of the period | |||
| Cash and cash equivalents comprise: | |||
Cash at bank and in hand | 17 | ||
The accompanying accounting policies and notes form an integral part of these consolidated financial statements.
Consolidated statement of cash flows
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Restatement
We have voluntarily restated the prior year reserves balances to reflect alignment between the share premium balance between the parent company
and the Group. This difference arose as previously in the Group financial statements the credit previously recognised in retained earnings for share
options accounting was reclassified to share premium when employee share options were exercised. This was not reflected in the parent company.
The reclassification aligns the presentation in the Group accounts with that of the parent company. The impact of the restatement is to increase
retained earnings and decrease share premium by £7 million at 30 March 2024 and by £10 million at 29 March 2025. There was no impact on the
profit for the period ended 29 March 2025 or on the net assets at 30 March 2024 or 29 March 2025.
Notes to the consolidated financial statements
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Strategic report
Going concern
In adopting the going concern basis for preparing the financial statements, the Directors have considered the business activities including the
Group’s principal risks and uncertainties. The Board also considered the Group’s current cash position, the repayment profile of its obligations, its
financial covenants and the resilience of its 12-month cash flow forecasts to a series of severe but plausible downside scenarios. The scenarios
considered as part of the going concern assessment are consistent with those used in the longer-term viability statement in the ‘Principal risks
and uncertainties’ section of this Annual Report, such as a material deterioration in trading performance or a cyber attack. Having considered
these factors the Board is satisfied the Group has adequate resources to continue in operational existence for at least 12 months from the date of
approval of these financial statements, meet its financial covenants and therefore it is appropriate to adopt the going concern basis in preparing the
consolidated financial statements for the 52 weeks to 28 March 2026. There have been no significant post balance sheet changes to liquidity.
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1 General information and basis of preparation continued
Notes to the consolidated financial statements continued
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1 General information and basis of preparation continued
Notes to the consolidated financial statements continued
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1 General information and basis of preparation continued
Financial instruments continued
Notes to the consolidated financial statements continued
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1 General information and basis of preparation continued
Foreign currency translation continued
Notes to the consolidated financial statements continued
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Standard | Summary of changes | EU endorsement status |
| Amendments to IFRS 9 | The amendments provide an exception for the derecognition of financial liabilities, | Not yet endorsed. |
| Recognition of a Financial Asset | allowing companies to derecognise its trade payable before the settlement date, when | |
| or Financial Liability | it uses an electronic payment system that meets all of the exception criteria. This is | |
| expected to be effective for B&M for the year ended 27 March 2027. |
Standard | Summary of changes | EU endorsement status |
| IFRS 18 Presentation and | IFRS 18 replaces IAS 1 and introduces new presentation and disclosure requirements. | Not yet endorsed. |
| Disclosure in Financial | It requires entities to categorise income and expenses into five defined groups and | |
| Statements | present a new operating profit subtotal, without affecting overall net profit. It also | |
| mandates disclosure of MPMs in a single note that are not subtotalled in the financial | ||
| statements. | ||
| Additionally, operating profit must be used as the starting point for cash flows under | ||
| the indirect method. The Group is still in the process of assessing the impact of the | ||
| new accounting standard, particularly with respect to the structure of the Group’s | ||
| statement of profit or loss, the statement of cash flows and the additional disclosures | ||
| required for MPMs. The Group is also assessing the impact on how information is | ||
| grouped in the financial statements, including for items currently labelled as ‘other’. | ||
| This is expected to be effective for B&M for the year ended 1 April 2028. |
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| B&M UK | Heron Foods | B&M France | Corporate | Total | |
52 week period to 28 March 2026 | £’m | £’m | £’m | £’m | £’m |
Revenue | 4,615 | 544 | 616 | – | 5,775 |
EBITDA (note 3) | 602 | 29 | 103 | (62) | 672 |
Depreciation and amortisation | (227) | (22) | (48) | – | (297) |
Net finance expense | (56) | (3) | (19) | (70) | (148) |
Profit/(loss) before tax | 319 | 4 | 36 | (132) | 227 |
Income tax (charge)/credit | (83) | (0) | (9) | 29 | (63) |
Segment profit/(loss) | 236 | 4 | 27 | (103) | 164 |
Total assets | 3,185 | 264 | 474 | 50 | 3,973 |
Total liabilities | (1,656) | (120) | (331) | (1,068) | (3,175) |
Capital expenditure* | (110) | (15) | (17) | – | (142) |
| B&M UK | Heron Foods | B&M France | Corporate | Total | |
52 week period to 29 March 2025 | £’m | £’m | £’m | £’m | £’m |
Revenue | 4,483 | 546 | 542 | – | 5,571 |
EBITDA (note 3) | 737 | 39 | 91 | (27) | 840 |
Depreciation and amortisation | (207) | (23) | (43) | – | (273) |
Net finance expense | (51) | (2) | (16) | (67) | (136) |
Profit/(loss) before tax | 479 | 14 | 32 | (94) | 431 |
Income tax (charge)/credit | (123) | (3) | (8) | 22 | (112) |
Segment profit/(loss) | 356 | 11 | 24 | (72) | 319 |
Total assets | 3,265 | 280 | 436 | 26 | 4,007 |
Total liabilities | (1,601) | (120) | (321) | (1,213) | (3,255) |
Capital expenditure* | (103) | (14) | (16) | – | (133) |
| 52 weeks ended | 52 weeks ended | |
| 28 March | 29 March | |
| 2026 | 2025 | |
| Period to | £’m | £’m |
Revenue due from UK operations | 5,159 | 5,029 |
Revenue due from French operations | 616 | 542 |
Overall revenue | 5,775 | 5,571 |
Notes to the consolidated financial statements continued
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| 52 weeks ended | 52 weeks ended | |
| 28 March | 29 March | |
| 2026 | 2025 | |
| As at | £’m | £’m |
UK operations | 2,392 | 2,381 |
French operations | 282 | 271 |
Jersey operations* | 7 | 7 |
Overall non-current assets | 2,681 | 2,659 |
| 52 weeks ended | 52 weeks ended | |
| 28 March | 29 March | |
| 2026 | 2025 | |
| Period to | £’m | £’m |
Revenue due to sales made in stores | 5,745 | 5,541 |
Revenue due to wholesale activities | 30 | 30 |
Overall revenue | 5,775 | 5,571 |
3 Reconciliation of non-IFRS measures from the statement of comprehensive income
The Group reports a selection of alternative performance measures as detailed below. The Directors believe that these measures provide additional
information that is useful to the users of the accounts.
EBITDA, adjusted EBITDA, adjusted operating profit before tax and adjusted profit after tax are all non-IFRS measures and therefore a reconciliation
from the statement of comprehensive income is set out below.
| 52 weeks ended | 52 weeks ended | |
| 28 March | 29 March | |
| 2026 | 2025 | |
| Period to | £’m | £’m |
Profit on ordinary activities before interest and tax | 375 | 567 |
Add back depreciation and amortisation | 297 | 273 |
EBITDA | 672 | 840 |
Impairment charge | 36 | – |
Costs in relation to significant infrastructure projects | 7 | 4 |
Costs in relation to the redomicile project | 7 | – |
External costs in relation to strategic business projects | 4 | – |
Costs incurred in strategic leadership reset | 4 | – |
Costs in relation to significant property transactions | – | 5 |
Group trading director settlement | – | 12 |
Non-underlying impact of foreign exchange | (1) | 3 |
Adjusted EBITDA | 729 | 864 |
Depreciation and amortisation | (297) | (273) |
Adjusted operating profit | 432 | 591 |
Interest costs related to lease liabilities (note 5) | (84) | (77) |
Net other finance costs (note 5) | (64) | (59) |
Adjusted profit before tax | 284 | 455 |
Adjusted tax | (70) | (118) |
Adjusted profit for the period | 214 | 337 |
On a pre-IFRS 16 basis, the costs in relation to significant infrastructure projects adjusting item was £10m and the total of the pre-IFRS 16 adjusting
items was £60m compared to the £57m above on a post-IFRS 16 basis (2025: £25m/£24m).
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3 Reconciliation of non-IFRS measures from the statement of comprehensive income continued
Adjusted EBITDA (pre-IFRS 16), adjusted operating profit (pre-IFRS 16) and adjusted profit (pre-IFRS 16) are also non-IFRS measures and are
reconciled as follows:
| 52 weeks ended | 52 weeks ended | |
| 28 March | 29 March | |
| 2026 | 2025 | |
| Period to | £’m | £’m |
EBITDA (above) | 672 | 840 |
Remove effects of IFRS 16 on EBITDA | (273) | (245) |
EBITDA (pre-IFRS 16) | 399 | 595 |
Adjusting items (above) | 60 | 25 |
Adjusted EBITDA (pre-IFRS 16) | 459 | 620 |
Pre-IFRS 16 depreciation and amortisation | (99) | (92) |
Adjusted operating profit (pre-IFRS 16) | 360 | 528 |
Net other finance costs | (64) | (59) |
Adjusted profit before tax (pre-IFRS 16) | 296 | 469 |
Adjusted tax | (71) | (122) |
Adjusted profit (pre-IFRS 16) for the period | 225 | 347 |
The effects of IFRS 16 on the EBITDA caption reflects the difference between IAS 17 and IFRS 16 accounting and largely consists of the additional rent
expense the Group would have incurred under the IAS 17 standard.
Adjusting items include gains and losses associated with any significant projects and the non-underlying impact of foreign exchange.
In reference to the captions in the tables above;
Impairment charge relates to the impairments of assets across the three segments as a result of an assessment of individual store profitability
within those segments. These have been treated as an adjusting item as they are one-off in nature and of meaningful magnitude whilst not relating
to underlying performance in the period.
The impairments relate directly to the assets held by the stores, including their lease asset, and an apportionment of assets held centrally.
The figure adjusted for includes both the gross impairment made (£42m) and the release against that impairment which represents a lower
depreciation charge in the year (£6m), giving a net value of £36m. In the prior year, the value of impairments was gross £3m and therefore not
considered meaningful for adjustment.
Costs in relation to significant infrastructure projects includes the pre-operational and ramp up costs of our Ellesmere Port Import Centre
and the dual-running costs associated with the replacement of our Middlewich DC with a third-party operated site in Rugby. In the prior year, it also
included the disruption costs related to our DC expansion project in France.
All projects are significant in nature, with Ellesmere Port representing the largest infrastructure project within the Group since Bedford opened in
2020, the Rugby site representing a significant project of relocating warehouse operations whilst incurring dual-running costs of running both sites
during the crossover period and the French project representing a step change in the capacity of that segment.
In the prior period in France, the disruption costs experienced were calculated by reference to increased cost to serve per volume unit, which were
driven by increased headcount required over a specific time period within the prior year. These costs were normalised prior to the prior year-end date.
The Ellesmere Port Import Centre is due to be fully operational early in FY27. The Rugby DC is scheduled to be fully operational and the Middlewich DC
is scheduled to fully close early in FY27.
Costs in relation to the redomicile project includes any fees related to the redomicile of the Group’s Luxembourg entities to Jersey.
This project is significant in nature and the costs in the current year were meaningful and non-recurring, and as such they have been included in our
adjusting items for this period.
Whilst this project had commenced in the prior year, the cost incurred in that year of £1m were considered to be insubstantial and were therefore not
included as an adjusting item for that period.
The project has now completed, with remaining costs relating only to the wind down costs of our Luxembourg operations which are not expected to
be significant.
Notes to the consolidated financial statements continued
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External costs in relation to strategic business projects relates to external costs incurred in operating the Back to B&M Basics project which is a
significant strategic project that required external input into the formative stages of the project. External costs in relation to this project are expected
to be lower in FY27.
Costs incurred in strategic leadership reset. The senior leadership team of the business has undergone significant changes during the year
under review, and the costs associated with those changes have been meaningful. We do not expect meaningful costs in relation to leadership
change in FY27. Further details around specifically the changes in our directors is also included in note 31.
Costs in relation to significant property projects includes the expenses associated with the acquisition of options in relation to several ex-
Wilko and ex-Homebase stores. These deals completed in the year ended 29 March 2025 and no further expense has occurred in relation to these
transactions in the current period.
Group trading director settlement represents the sum payable to the former Group trading director in respect of the revised agreements made
with this director in June and December 2024. These agreements included specifying his retirement as director of Group subsidiaries in March 2025,
and his entitlement to £5m termination and £6m consultancy payments in relation to the periods in FY25 (after June 2024) and FY26 respectively,
with the remainder of the presented adjusting item consisting of employer payroll taxes. No further costs were incurred in relation to this item in FY26.
Non-underlying impact of foreign exchange includes the fair value of derivatives which have yet to mature and any gains or losses in relation
to foreign exchange on intercompany balances. In addition, this year also includes any foreign exchange that arises as a point-in-time adjustment
on our stock, creditor or cash balances in relation to any stock which has not yet been sold, which arises as a timing difference, since we aim to
fully operationally hedge for our stock purchased in dollars, and whilst our achieved rate is directly reflected in our cost price and margins in internal
reporting, we cannot account for it in this way on a statutory basis.
The actual achieved rate is reflected in the reports reviewed by the management which are used in making pricing decisions and, as such,
management consider that the timing difference adjusted for is not reflective of our underlying trading performance.
Any foreign exchange arising outside of our operational hedging programme has been included in the underlying figures presented
Adjusted tax represents the tax charge per the statement of comprehensive income as adjusted only for the effects of the adjusting items detailed above.
The following table reconciles the statutory figures to the adjusted and adjusted (pre-IFRS 16) figures in the statutory profit and loss format on a
line-by-line basis:
| Statutory | Adjusting | Adjusted | Impact of | Adjusted | |
| figures | items | figures | IFRS 16 | (pre-IFRS 16) | |
| 52-week period to 28 March 2026 | £’m | £’m | £’m | £’m | £’m |
Revenue | 5,775 | – | 5,775 | – | 5,775 |
Cost of sales | (3,670) | – | (3,670) | – | (3,670) |
Gross profit | 2,105 | – | 2,105 | – | 2,105 |
Depreciation and amortisation | (297) | – | (297) | 198 | (99) |
Other administrative expenses | (1,434) | 57 | (1,377) | (270) | (1,647) |
Operating profit | 374 | 57 | 431 | (72) | 359 |
Share of profits in associates | 1 | – | 1 | – | 1 |
Profit before interest and tax | 375 | 57 | 432 | (72) | 360 |
Finance costs relating to right-of-use assets | (84) | – | (84) | 84 | – |
Other finance costs | (70) | – | (70) | – | (70) |
Finance income | 6 | – | 6 | – | 6 |
Profit before tax | 227 | 57 | 284 | 12 | 296 |
Income tax expense | (63) | (7) | (70) | (1) | (71) |
Profit for the period | 164 | 50 | 214 | 11 | 225 |
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| Statutory | Adjusting | Adjusted | Impact of | Adjusted | |
| figures | items | figures | IFRS 16 | (pre-IFRS 16) | |
| 52-week period to 28 March 2025 | £’m | £’m | £’m | £’m | £’m |
Revenue | 5,571 | – | 5,571 | – | 5,571 |
Cost of sales | (3,479) | – | (3,479) | – | (3,479) |
Gross profit | 2,092 | – | 2,092 | – | 2,092 |
Depreciation and amortisation | (273) | – | (273) | 181 | (92) |
Other administrative expenses | (1,253) | 24 | (1,229) | (244) | (1,473) |
Operating profit | 566 | 24 | 590 | (63) | 527 |
Share of losses in associates | 1 | – | 1 | – | 1 |
Profit before interest and tax | 567 | 24 | 591 | (63) | 528 |
Finance costs relating to right-of-use assets | (77) | – | (77) | 77 | – |
Other finance costs | (66) | – | (66) | (0) | (66) |
Finance income | 7 | – | 7 | – | 7 |
Profit before tax | 431 | 24 | 455 | 14 | 469 |
Income tax expense | (112) | (6) | (118) | (4) | (122) |
Profit for the period | 319 | 18 | 337 | 10 | 347 |
The tables below give the reconciliation between the operating profit and adjusted EBITDA (pre-IFRS 16) by segment:
| B&M UK | Heron Foods | B&M France | Corporate | Total | |
| 52-week period to 28 March 2026 | £’m | £’m | £’m | £’m | £’m |
Profit/(loss) before interest and tax | 375 | 7 | 55 | (62) | 375 |
Net finance charges | (56) | (3) | (19) | (70) | (148) |
Profit/(loss) before tax | 319 | 4 | 36 | (132) | 227 |
Adjusting items (above) | – | – | – | 57 | 57 |
Adjusted profit/(loss) before tax | 319 | 4 | 36 | (75) | 284 |
Net finance charges added back | 56 | 3 | 19 | 70 | 148 |
Adjusted operating profit/(loss) | 375 | 7 | 55 | (5) | 432 |
Depreciation and amortisation (pre-IFRS 16) | 73 | 13 | 13 | – | 99 |
Impact of IFRS 16 | (53) | (4) | (15) | – | (72) |
Adjusted EBITDA (pre-IFRS 16) | 395 | 16 | 53 | (5) | 459 |
| B&M UK | Heron Foods | B&M France | Corporate | Total | |
| 52-week period to 28 March 2025 | £’m | £’m | £’m | £’m | £’m |
Profit/(loss) before interest and tax | 530 | 16 | 48 | (27) | 567 |
Net finance charges | (51) | (2) | (16) | (67) | (136) |
Profit/(loss) before tax | 479 | 14 | 32 | (94) | 431 |
Adjusting items (above) | – | – | – | 24 | 24 |
Adjusted profit/(loss) before tax | 479 | 14 | 32 | (70) | 455 |
Net finance charges added back | 51 | 2 | 16 | 67 | 136 |
Adjusted operating profit/(loss) | 530 | 16 | 48 | (3) | 591 |
Depreciation and amortisation (pre-IFRS 16) | 66 | 14 | 12 | – | 92 |
Impact of IFRS 16 | (51) | (0) | (12) | 0 | (63) |
Adjusted EBITDA (pre-IFRS 16) | 545 | 30 | 48 | (3) | 620 |
Notes to the consolidated financial statements continued
3 Reconciliation of non-IFRS measures from the statement of comprehensive income continued
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The segmental split in EBITDA and adjusted EBITDA reconciles as follows:
| B&M UK | Heron Foods | B&M France | Corporate | Total | |
| 52-week period to 28 March 2026 | £’m | £’m | £’m | £’m | £’m |
Profit/(loss) before tax | 319 | 4 | 36 | (132) | 227 |
Add back depreciation and amortisation | 227 | 22 | 48 | – | 297 |
Add back net finance charges | 56 | 3 | 19 | 70 | 148 |
EBITDA | 602 | 29 | 103 | (62) | 672 |
Adjusting items (above) | – | – | – | 57 | 57 |
Adjusted EBITDA | 602 | 29 | 103 | (5) | 729 |
| B&M UK | Heron Foods | B&M France | Corporate | Total | |
| 52-week period to 28 March 2025 | £’m | £’m | £’m | £’m | £’m |
Profit/(loss) before tax | 479 | 14 | 32 | (93) | 432 |
Add back depreciation and amortisation | 207 | 23 | 43 | – | 273 |
Add back net finance charges | 51 | 2 | 16 | 66 | 135 |
EBITDA | 737 | 39 | 91 | (27) | 840 |
Adjusting items (above) | – | – | – | 24 | 24 |
Adjusted EBITDA | 737 | 39 | 91 | (3) | 864 |
Adjusted EPS and diluted EPS measures are reconciled in note 10.
Post-tax free cash flow is reconciled to the consolidated statement of cash flows as follows:
| 52 weeks ended | 52 weeks ended | |
| 28 March | 29 March | |
| 2026 | 2025 | |
| Period ended | £’m | £’m |
Cash flows from operating activities | 801 | 784 |
Income tax paid | (65) | (109) |
Purchase of property, plant and equipment | (139) | (131) |
Purchase of intangible assets | (3) | (2) |
Proceeds from sale of property, plant and equipment | 3 | 22 |
Repayment of the principal in relation to lease liabilities | (192) | (176) |
Payment of interest in relation to right-of-use assets | (84) | (77) |
Post-tax free cash flow | 321 | 311 |
Adjusted EBITDA and related measures are not measures of performance or liquidity under IFRS and should not be considered in isolation or as a
substitute for measures of profit, or as an indicator of the Group’s operating performance or cash flows from operating activities as determined in
accordance with IFRS.
| 52 weeks ended | 52 weeks ended | |
| 28 March | 29 March | |
| 2026 | 2025 | |
| Period ended | £’m | £’m |
Auditor’s remuneration | 2 | 1 |
| Payments to auditors in respect of non-audit services: | ||
Other assurance services | 0 | 0 |
Cost of inventories recognised as an expense (included in cost of sales) | 3,670 | 3,479 |
Depreciation of owned property, plant and equipment | 95 | 88 |
Amortisation (included within administration costs) | 2 | 2 |
Impairment of owned property, plant and equipment | 17 | – |
Depreciation of right-of-use assets | 200 | 183 |
Impairment of right-of-use assets | 25 | 3 |
Operating lease rentals | 7 | 4 |
Sublet income | (2) | (2) |
Other operational income | (8) | (9) |
Loss/(profit) on sale of property, plant and equipment | 1 | (0) |
Profit on sale and leasebacks | – | (0) |
Loss on foreign exchange | 2 | 1 |
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| 52 weeks ended | 52 weeks ended | |
| 28 March | 29 March | |
| 2026 | 2025 | |
| Period ended | £’m | £’m |
Interest on debt and borrowings | (67) | (63) |
Ongoing amortisation of finance fees | (2) | (2) |
Interest rate swap derivative | (1) | (1) |
Total adjusted finance expense | (70) | (66) |
Finance costs on lease liabilities | (84) | (77) |
Total finance expense | (154) | (143) |
| 52 weeks ended | 52 weeks ended | |
| 28 March | 29 March | |
| 2026 | 2025 | |
| Period ended | £’m | £’m |
| Cash | ||
Finance costs paid in relation to debt and borrowings | 70 | 56 |
Finance costs paid in relation to lease liabilities | 84 | 77 |
Fees paid in relation to refinancing | 0 | 4 |
Finance costs paid | 154 | 137 |
| Non-cash | ||
Movement of accruals in relation to debt and borrowings | (3) | 7 |
Capitalisation of paid fees in relation to new facilities | – | (4) |
Ongoing amortisation of finance fees | 2 | 2 |
Interest rate swap derivative | 1 | 1 |
Total finance expense | 154 | 143 |
| 52 weeks ended | 52 weeks ended | |
| 28 March | 29 March | |
| 2026 | 2025 | |
| Period ended | £’m | £’m |
Interest income on loans and bank accounts | 6 | 7 |
Total finance income | 6 | 7 |
| 52 weeks ended | 52 weeks ended | |
| 28 March | 29 March | |
| 2026 | 2025 | |
| Period ended | £’m | £’m |
Total adjusted finance expense | (70) | (66) |
Total finance income | 6 | 7 |
Total net adjusted finance costs | (64) | (59) |
6 Employee remuneration
Expense recognised for employee benefits is analysed below:
| 52 weeks ended | 52 weeks ended | |
| 28 March | 29 March | |
| 2026 | 2025 | |
Wages and salaries | 744 | 719 |
Social security costs | 84 | 56 |
Share-based payment expense | 3 | 3 |
Pensions – defined contribution plans | 13 | 12 |
Total remuneration | 844 | 790 |
There are £2m of defined contribution pension liabilities owed by the Group at the period end (2025: £2m).
Notes to the consolidated financial statements continued
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B&M France operates a scheme where they must provide a certain amount per employee to pay upon their retirement date. The accrual on this scheme
at the period end was <£1m (2025: <£1m).
The average monthly number of persons employed by the Group during the period was:
| 52 weeks ended | 52 weeks ended | |
| 28 March | 29 March | |
| 2026 | 2025 | |
Sales staff | 39,748 | 39,347 |
Administration | 1,239 | 1,294 |
Total staff | 40,987 | 40,641 |
7 Key management remuneration
Key management personnel and Directors’ remuneration includes the following:
| 52 weeks ended | 52 weeks ended | |
| 28 March | 29 March | |
| 2026 | 2025 | |
| Period ended | £’m | £’m |
| Directors’ remuneration: | ||
Short-term employee benefits | 4 | 4 |
Termination payments | 1 | 1 |
Benefits accrued under the share option scheme | 0 | 0 |
Total | 5 | 5 |
| Key management expense (includes Directors’ remuneration): | ||
Short-term employee benefits | 10 | 13 |
Termination payments | 2 | 7 |
Benefits accrued under the share option scheme | 1 | 1 |
Pension | 0 | 0 |
Other long-term benefits | 0 | 1 |
Total | 13 | 22 |
| Amounts in respect of the highest paid director emoluments: | ||
Short-term employee benefits | 2 | 2 |
Termination payments | – | 1 |
Benefits accrued under the share option scheme | – | 0 |
Total | 2 | 3 |
The emoluments disclosed above are of the Directors and key management personnel who have served as a Director within any of the continuing
Group companies.
8 Share options
The Group operates three equity-settled share option schemes which split down to various tranches. Details of these schemes follow.
1) Long-Term Incentive Plan (LTIP) awards
The LTIP was re-adopted by the Board on 23 July 2024. No grant under this scheme can be made more than 10 years after this date.
Eligibility
Employees and Executive Directors of the Group are eligible for the LTIP and the awards are made at the discretion of the remuneration committee.
Limits & pricing
A fixed number of options are offered to each participant, with the pricing set at £nil. The options offered to each individual cannot exceed a total
value of 250% of the participants base salary where the value is measured as the market value of the shares on grant multiplied by the number
of options awarded, with the whole scheme limited to 10% of the share capital in issue.
Dividend credits
All participants in LTIP awards are entitled to dividend credits, where the notional dividend they would have received on the maximum number
of shares available under their award is converted into new share options and added to the award based upon the share price on the date of the
dividend. These additional awards have been reflected in the tables below.
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8 Share options continued
1) Long-Term Incentive Plan (LTIP) awards continued
Vesting & exercise
The share options are subject to a set of conditions measured over a three-year performance period as follows:
LTIP Executive (‘A’) awards
• 50% of the awards are subject to a TSR performance condition, where the Group’s TSR over the performance period is compared with a
comparator group. The awards vest on a sliding scale where the full 50% is awarded if the Group falls in the upper quartile, 12.5% vests if the
Group falls exactly at the median, and 0% below that.
• 50% of the awards are subject to a diluted EPS performance target. The awards vest on sliding scales based upon the EPS as follows:
| 50% | 42.5% | 12.5% | ||||
Award | EPS as at | paid at | paid at | paid at | ||
LTIP 2019A | March-22 | 33.0p | n/a | 27.0p | ||
LTIP 2020A | March-23 | 30.0p | n/a | 25.0p | ||
LTIP | 2021 | A | March-24 | 45.0p | n/a | 37.0p |
LTIP 2022A | March-25 | 50.0p | n/a | 42.0p | ||
LTIP 2 | 02 | 3A | March-26 | 43.9p | n/a | 37.9p |
LTIP | 2 | 024A | March-27 | 47.4p | 42.3p | 38.3p |
LTIP 2 | 02 | 5A | March-28 | 41.9p | n/a | 34.9p |
Below the 12.5% boundary, no options vest. Diluted EPS is defined as adjusted (pre-IFRS 16) diluted EPS on all schemes until LTIP 2024A where it is
adjusted diluted EPS, see note 10.
• The performance period is the three years ending the period end specified in the EPS table above.
• Once the performance period concludes, the calculated number of share options remaining are then subject to a two-year holding period.
• The share options vest at the conclusion of the holding period.
LTIP Restricted (‘B’) awards
• Group EBITDA must be positive in each year of the LTIP.
• The awards also have an employee performance condition attached.
Vested awards can be exercised up to the tenth anniversary of grant.
Tranches
There have been several awards of the LTIP, with the details as follows.
Note that the LTIP Executive awards have been split into the element subject to the TSR (50%) and the element subject to the EPS (50%) since these
were valued separately.
The TSR awards market condition has been included in the fair value calculation for those awards while all non-market conditions have not been
included. Expected volatility has been calculated based upon the historic share price volatility of the Group and those of comparable companies.
The key information used in the valuation of these tranches is as follows:
| Original options | Fair value of | Expected life | |||||
Scheme | Date of grant | granted | each option | Risk free rate | (years) | Volatility | |
2019A- | TSR | 22 Aug 19 | 275,640.5 | 251p | 0.37% | 5 | 31% |
2019A | -EPS | 22 Aug 19 | 275,640.5 | 361p | 0.37% | 5 | 31% |
2020A- | TSR | 30 Jul 20 | 141,718 | 409p | -0.11% | 5 | 48% |
2020A-EPS | 30 Jul 20 | 141,718 | 464p | -0.11% | 5 | 48% | |
2021 | A-TSR | 3 Aug 21 | 218,861 | 354p | 0.23% | 5 | 37% |
2021A-EPS | 3 Aug 21 | 218,861 | 560p | 0.23% | 5 | 37% | |
2022 | A-TSR | 17 Nov 22 | 309,342 | 124p | 3.16% | 5 | 31% |
202 | 2A-EPS | 17 Nov 22 | 309,342 | 386p | 3.16% | 5 | 31% |
2023A- | TSR | 1 Aug 23 | 224,422 | 409p | 4.75% | 5 | 32% |
2023 | A-EPS | 1 Aug 23 | 224,422 | 548p | 4.75% | 5 | 32% |
202 | 4A-TSR | 1 Aug 24 | 342,624 | 174p | 4.04% | 5 | 31% |
2 | 024A-EPS | 1 Aug 24 | 342,625 | 456p | 4.04% | 5 | 31% |
2025A- | TSR | 28 Jul 25 | 695,541 | 113p | 4.03% | 5 | 33% |
2025 | A-EPS | 28 Jul 25 | 695,542 | 227p | 4.03% | 5 | 33% |
2021/B1 | 3 Aug 21 | 281,950 | 560p | 0.12% | 3 | 42% | |
2022/B1 | 3 Aug 22 | 396,877 | 437p | 1.75% | 3 | 32% | |
2022/B2 | 15 Dec 22 | 3,641 | 412p | 1.75% | 3 | 32% | |
2023/B1 | 1 Aug 23 | 414,833 | 548p | 4.77% | 3 | 31% | |
2024/B1 | 1 Aug 24 | 554,001 | 445p | 3.77% | 3 | 31% | |
2025/B1 | 28 Jul 25 | 1,024,887 | 227p | 3.91% | 3 | 31% | |
Notes to the consolidated financial statements continued
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| Options at | Dividend | Options at | ||||||
| Scheme | 29 Mar 25 | Granted | credit | Forfeited | Exercised | 28 Mar 26 | ||
2020A- | TSR | 214,392* | – | 8,637 | – | (223,029) | – | |
2020A-EPS | 214,392* | – | 8,637 | – | (223,029) | – | ||
202 | 1A-TSR | 183,080* | – | 11,416 | – | – | 194,496* | |
2021 | A-EPS | 100,916* | – | 6,293 | – | – | 107,209* | |
202 | 2A-TSR | 379,685 | – | – | (379,685) | – | – | |
2022 | A-EPS | 379,685 | – | – | (379,685) | – | – | |
2023A- | TSR | 198,417 | – | 12,166 | (9,741) | – | 200,842 | |
2023A-EPS | 198,418 | – | 12,166 | (9,741) | – | 200,843 | ||
2 | 0 | 24A-TSR | 187, 297 | – | 10,712 | (45,602) | – | 152,407 |
20 | 24A-EPS | 187,298 | – | 10,712 | (45,603) | – | 152,407 | |
2025 | A-TSR | – | 695,541 | 11,543 | (151,332) | – | 555,752 | |
2025 | A-EPS | – | 695,542 | 11,543 | (151,332) | – | 555,753 | |
2021/B1 | 5,569 | – | – | – | (5,569) | – | ||
2022/B1 | 385,746 | – | 15,533 | (391) | (393,463) | 7,425 | ||
2022/B2 | 4,411 | – | 178 | – | (4,589) | – | ||
2023/B1 | 360,108 | – | 22,070 | (11,250) | – | 370,928 | ||
2024/B1 | 492,657 | 15,391 | 31,701 | (40,694) | – | 499,055 | ||
2025/B1 | – | 1,024,887 | 19,886 | (103,847) | – | 940,926 |
| Options at | Dividend | Options at | |||||
| Scheme | 30 Mar 24 | Granted | credit | Forfeited | Exercised | 29 Mar 25 | |
2019A- | TSR | 312,583* | – | 6,467 | – | (319,050) | – |
2019A | -EPS | 312,583* | – | 6,467 | – | (319,050) | – |
2020A- | TSR | 197,369* | – | 17,023 | – | – | 214,392* |
2020A-EPS | 197,369* | – | 17,023 | – | – | 214,392* | |
2021 | A-TSR | 191,790 | – | 14,537 | (23,247) | – | 183,080* |
2021A-EPS | 191,790 | – | 8,013 | (98,887) | – | 100,916* | |
2022 | A-TSR | 349,537 | – | 30,148 | – | – | 379,685 |
202 | 2A-EPS | 349,537 | – | 30,148 | – | – | 379,685 |
2023A- | TSR | 235,204 | – | 20,286 | (57,073) | – | 198,417 |
2023 | A-EPS | 235,204 | – | 20,286 | (57,072) | – | 198,418 |
202 | 4A-TSR | – | 342,624 | 22,005 | (177,332) | – | 187,297 |
2 | 024A-EPS | – | 342,625 | 22,005 | (177,332) | – | 187,298 |
2021/B1 | 251,134 | – | 5,031 | (2,182) | (248,414) | 5,569 | |
2022/B1 | 380,862 | – | 32,183 | (27,299) | – | 385,746 | |
2022/B2 | 4,061 | – | 350 | – | – | 4,411 | |
2023/B1 | 387,478 | – | 32,344 | (59,714) | – | 360,108 | |
2024/B1 | – | 554,001 | 35,053 | (96,397) | – | 492,657 | |
* These share options are in a two-year holding period.
2) Deferred Bonus Share Plan (DBSP) awards
The DBSP was adopted by the Board on 30 July 2018. No grant under this scheme can be made more than 10 years after this date.
The DBSP differs from the LTIP awards in that there are no vesting conditions.
The scheme has been set up in order to allocate a specified proportion of the Executive Director’s annual bonus into £nil price share options which
are then placed in holding for three years.
As there are no vesting conditions, these awards have been valued at the amount of the bonus to be converted into share options under the scheme.
There are annual awards of the scheme. The 2026 award will be made after this set of statutory accounts have been published and will therefore be
reported in the next Annual Report.
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8 Share options continued
2) Deferred Bonus Share Plan (DBSP) awards continued
| Options at | Dividend | Options at | |||||
| Scheme | 29 Mar 25 | Granted | credit | Forfeited | Exercised | 28 Mar 26 | |
2022 | Bonus allocation | 352,507 | – | 14,199 | – | (366,706) | – |
2023 | Bonus allocation | 179,929 | – | 11,219 | – | – | 191,148 |
2024 | Bonus allocation | 266,096 | – | 16,593 | – | – | 282,689 |
2025 | Bonus allocation | – | 211,093 | 13,161 | – | – | 224,254 |
| Options at | Dividend | Options at | |||||
| Scheme | 30 Mar 24 | Granted | credit | Forfeited | Exercised | 29 Mar 25 | |
2021 | Bonus allocation | 104,359 | – | 2,160 | – | (106,519) | – |
2022 | Bonus allocation | 324,517 | – | 27,990 | – | – | 352,507 |
2023 | Bonus allocation | 165,640 | – | 14,289 | – | – | 179,929 |
2024 | Bonus allocation | – | 244,969 | 21,127 | – | – | 266,096 |
The fair values of the presented schemes on inception were £0.6m (2025) £1.2m (2024), £0.8m (2023), £1.1m (2022) and £0.5m (2021).
3) Specific LTIP awards
The remuneration committee are able to award specific share schemes under the LTIP framework, where considered appropriate. In the prior year,
there was one such scheme which was fully exercised in that period. There were no such schemes in the current year. Details given below.
| Options at | Dividend | Options at | ||||
| Scheme | 30 Mar 24 | Granted | credit | Forfeited | Exercised | 29 Mar 25 |
Buy-out Nov-24 | 36,601 | – | 1,341 | – | (37,942) | – |
The fair value of the presented scheme on inception was £0.1m.
The summary period-end position is as follows:
| 28 March | 29 March | |
| Period ended | 2026 | 2025 |
Share options outstanding at the start of the year | 4,290,603 | 4,227,618 |
Share options granted during the year (including via dividend credit) | 2,890,819 | 1,870,495 |
Share options forfeited or lapsed during the year | (1,328,903) | (776,535) |
Share options exercised in the year | (1,216,385) | (1,030,975) |
Share options outstanding at the end of the year | 4,636,134 | 4,290,603 |
| Of which; | ||
Share options that are not vested | 3,628,913 | 2,773,722 |
Share options that are in holding | 999,796 | 1,511,312 |
Share options that are vested and eligible for exercise | 7,425 | 5,569 |
All exercised options are satisfied by the issue of new share capital. The weighted average share price on exercise was £2.25 (2025: £4.26).
All outstanding options have a £nil (2025: £nil) exercise price and the weighted average remaining contractual life is 2.3 years (2025: 1.9 years).
In the year, £3m has been charged to the consolidated statement of comprehensive income in respect to the share option schemes (2025: £3m).
At the end of the year the outstanding share options had a carrying value of £7m (2025: £8m).
Notes to the consolidated financial statements continued
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9 Taxation
The relationship between the expected tax expense based on the standard rate of corporation tax in the UK of 25% in both periods and the tax
expense actually recognised in the consolidated statement of comprehensive income can be reconciled as follows:
| 52 weeks ended | 52 weeks ended | |
| 28 March | 29 March | |
| 2026 | 2025 | |
| Period ended | £’m | £’m |
Current tax expense | 57 | 105 |
Deferred tax charge | 6 | 7 |
Total tax expense recorded in profit and loss | 63 | 112 |
Current tax charge/(credit) in other comprehensive income | 0 | (0) |
Deferred tax charge in other comprehensive income | 3 | 1 |
Total tax charge recorded in other comprehensive income | 3 | 1 |
Result for the year before tax | 227 | 431 |
Expected tax charge at the standard tax rate | 57 | 108 |
| Effect of: | ||
Expenses not deductible for tax purposes | 10 | 5 |
Income not taxable | (2) | (0) |
Lease accounting | (2) | (1) |
Foreign operations taxed at local rates | 0 | 1 |
Current tax prior period adjustment | (2) | (1) |
Deferred tax prior period adjustment | 1 | – |
Hold over gains on fixed assets | (0) | 1 |
Relating to share options | 1 | 0 |
Other | 0 | (1) |
Actual tax expense | 63 | 112 |
| 28 March | 29 March | |
| 2026 | 2025 | |
| Statement of financial position | £’m | £’m |
Accelerated tax depreciation | (30) | (24) |
Relating to intangible brand assets | (28) | (27) |
Fair valuing of assets and liabilities (asset) | 4 | 3 |
Fair valuing of assets and liabilities (liability) | (4) | (2) |
Temporary differences relating to the tax accounting for leases (asset) | 90 | 92 |
Temporary differences relating to the tax accounting for leases (liability) | (68) | (70) |
Movement in provision | 0 | 0 |
Relating to share options | 1 | 2 |
Held over gains on fixed assets | (4) | (4) |
Other temporary differences | 0 | 0 |
Net deferred tax liability | (39) | (30) |
| Analysed as; | ||
Deferred tax asset | 6 | 5 |
Deferred tax liability | (45) | (35) |
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9 Taxation continued
Deferred taxation continued
| 52 weeks ended | 52 weeks ended | |
| 28 March | 29 March | |
| 2026 | 2025 | |
| Statement of comprehensive income | £’m | £’m |
Accelerated tax depreciation | (6) | (7) |
Relating to intangible brand assets | (1) | – |
Fair valuing of assets and liabilities | (2) | 1 |
Temporary differences relating to the tax accounting for leases | 1 | 0 |
Movement in provision | (0) | (0) |
Relating to share options | (1) | (2) |
Held over gains on fixed assets | – | (0) |
Other temporary differences | 0 | 0 |
Net deferred tax charge | (9) | (8) |
| Analysed as; | ||
Total deferred tax charge in profit or loss | (6) | (7) |
Total deferred tax charge in other comprehensive income | (3) | (1) |
10 Earnings per share
Basic earnings per share (EPS) amounts are calculated by dividing the net profit or loss for the financial period attributable to ordinary equity holders
of the parent by the weighted average number of ordinary shares outstanding during the period.
Diluted EPS amounts are calculated by dividing the net profit attributable to ordinary equity holders of the parent by the weighted average number
of ordinary shares outstanding during each year plus the weighted average number of ordinary shares that would be issued on conversion of any
dilutive potential ordinary shares into ordinary shares.
Adjusted (and adjusted (pre-IFRS 16)) basic and diluted EPS are calculated in the same way as above, except using adjusted profit attributable to
ordinary equity holders of the parent, as defined in note 3.
There are share option schemes in place (see note 8) which have a dilutive effect on both periods presented.
Notes to the consolidated financial statements continued
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The following reflects the income and share data used in the EPS computations:
| 28 March | 29 March | |
| 2026 | 2025 | |
| Period ended | £’m | £’m |
Profit for the period attributable to owners of the parent | 164 | 319 |
Adjusted profit for the period attributable to owners of the parent | 214 | 337 |
Adjusted (pre-IFRS 16) profit for the period attributable to owners of the parent | 225 | 347 |
Thousands | Thousands | |
Weighted average number of ordinary shares for basic earnings per share | 1,004,701 | 1,003,386 |
Dilutive effect of employee share options | 1,219 | 1,869 |
Weighted average number of ordinary shares adjusted for the effect of dilution | 1,005,920 | 1,005,255 |
Pence | Pence | |
Basic earnings per share | 16.3 | 31.8 |
Diluted earnings per share | 16.3 | 31.8 |
Adjusted basic earnings per share | 21.3 | 33.6 |
Adjusted diluted earnings per share | 21.3 | 33.5 |
Adjusted (pre-IFRS 16) basic earnings per share | 22.4 | 34.6 |
Adjusted (pre-IFRS 16) diluted earnings per share | 22.4 | 34.5 |
| 28 March | 29 March | |
| 2026 | 2025 | |
| Period ended | £’m | £’m |
| Net book value | ||
Carrying value at the start of the period | 6 | 5 |
Share of profits in associates since the prior year valuation exercise | 1 | 1 |
Effect of foreign exchange on translation | (0) | (0) |
Carrying value at the end of the period | 7 | 6 |
| 28 March | 29 March | |
| 2026 | 2025 | |
| Period ended | £’m | £’m |
| Multi-lines | ||
Non-current assets | 16 | 19 |
Current assets | 60 | 56 |
Current liabilities | (72) | (71) |
Net assets | 4 | 4 |
Revenue | 229 | 301 |
(Loss)/profit | (0) | 1 |
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11 Investments in associates continued
| 28 March | 29 March | |
| 2026 | 2025 | |
| Period ended | £’m | £’m |
| Centz | ||
Non-current assets | 8 | 9 |
Current assets | 33 | 28 |
Non-current liabilities | (6) | (6) |
Current liabilities | (11) | (11) |
Net assets | 24 | 20 |
Revenue | 68 | 65 |
Profit | 4 | 3 |
| Goodwill | Software | Brands | Other | Total | |
| £’m | £’m | £’m | £’m | £’m | |
| Cost or valuation | |||||
At 30 March 2024 | 921 | 13 | 114 | 1 | 1,049 |
Additions | – | 2 | – | – | 2 |
Disposals | – | (0) | – | – | (0) |
Effect of retranslation | (1) | (0) | – | (0) | (1) |
At 29 March 2025 | 920 | 15 | 114 | 1 | 1,050 |
Additions | – | 3 | – | – | 3 |
Disposals | – | (0) | – | – | (0) |
Effect of retranslation | 1 | (1) | – | 0 | 0 |
At 28 March 2026 | 921 | 17 | 114 | 1 | 1,053 |
| Accumulated amortisation/impairment | |||||
At 30 March 2024 | – | 7 | 0 | – | 7 |
Charge for the year | – | 2 | 0 | – | 2 |
Disposals | – | (0) | – | – | (0) |
Effect of retranslation | – | 1 | – | – | 1 |
At 29 March 2025 | – | 10 | 0 | – | 10 |
Charge for the year | – | 2 | 0 | – | 2 |
Disposals | – | (0) | – | – | (0) |
Effect of retranslation | – | 0 | (0) | – | 0 |
At 28 March 2026 | – | 12 | 0 | – | 12 |
Net book value at 28 March 2026 | 921 | 5 | 114 | 1 | 1,041 |
Net book value at 29 March 2025 | 920 | 5 | 114 | 1 | 1,040 |
| 28 March | 28 March | 29 March | 29 March | |
| 2026 | 2026 | 2025 | 2025 | |
| Goodwill | Brand | Goodwill | Brand | |
| £’m | £’m | £’m | £’m | |
B&M UK | 807 | 99 | 807 | 99 |
Heron UK | 88 | 14 | 88 | 14 |
B&M France | 26 | – | 25 | – |
Notes to the consolidated financial statements continued
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| 28 March | 29 March | |
| 2026 | 2025 | |
Pre-tax discount rate (B&M UK) | 10.6% | 11.3% |
Pre-tax discount rate (Heron) | 11.7% | 13.1% |
Pre-tax discount rate (B&M France) | 10.3% | 10.9% |
Inflation rate for expenses (B&M UK) | 5.0%/2.0%* | 2.8%/2.0%* |
Inflation rate for expenses (Heron) | 1.0%/2.0% | 2.8%/2.0% |
Inflation rate for expenses (B&M France) | 1.0% | 1.5% |
Like-for-like sales growth (B&M UK) | 2.8%/3.0%* | 2.0% |
Like-for-like sales growth (Heron) | 1.6%/2.0%* | 3.0%/2.0%* |
Like-for-like sales growth (B&M France) | 2.0% | 3.5% |
Change in gross margin (B&M UK) | 75bps/125bps/170bps* | ±0bps |
Change in gross margin (Heron) | 23bps | ±0bps |
Change in gross margin (B&M France) | (25)bps | ±0bps |
Terminal growth rate (B&M UK) | 1.7% | 1.0% |
Terminal growth rate (Heron) | 1.7% | 1.7% |
Terminal growth rate (B&M France) | 1.4% | 1.4% |
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12 Intangible assets continued
Terminal growth rate continued
| 28 March | 29 March | |
| 2026 | 2025 | |
| B&M UK | ||
Pre-tax discount rate | 23.4% | 30.8% |
Inflation rate for expenses | 33.0% | 60.6% |
Like-for-like sales | (13.6)% | (19.8)% |
Change in gross margin | (516)bps | (793)bps |
Terminal growth rate | (30.9)% | (35.3)% |
| B&M France | ||
Pre-tax discount rate | 37.6% | 47.0% |
Inflation rate for expenses | 43.6% | 88.9% |
Like-for-like sales | (21.7)% | (23.8)% |
Change in gross margin | <(1,000)bps | <(1,190)bps |
Terminal growth rate | <(100)% | (40.8)% |
| Heron UK | ||
Pre-tax discount rate | 12.7% | 19.5% |
Inflation rate for expenses | 2.2% | 14.8% |
Like-for-like sales | 0.6% | (3.5)% |
Change in gross margin | (5)bps | (197)bps |
Terminal growth rate | 0.4% | (6.4)% |
Notes to the consolidated financial statements continued
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13 Property, plant and equipment
| Land and | Motor | Plant, fixtures | ||
| buildings | vehicles | and equipment | Total | |
| £’m | £’m | £’m | £’m | |
| Cost or valuation | ||||
At 30 March 2024 | 107 | 36 | 637 | 780 |
Additions | 6 | 20 | 105 | 131 |
Disposals | (7) | (14) | (3) | (24) |
Effect of retranslation | (0) | (0) | (2) | (2) |
At 29 March 2025 | 106 | 42 | 737 | 885 |
Additions | 6 | 17 | 116 | 139 |
Disposals | (1) | (6) | (9) | (16) |
Effect of retranslation | 0 | 0 | 3 | 3 |
At 28 March 2026 | 111 | 53 | 847 | 1,011 |
| Accumulated depreciation and impairment charges | ||||
At 30 March 2024 | 22 | 18 | 319 | 359 |
Charge for the period | 5 | 6 | 77 | 88 |
Disposals | (1) | (5) | (3) | (9) |
Effect of retranslation | – | (0) | (1) | (1) |
At 29 March 2025 | 26 | 19 | 392 | 437 |
Charge for the period | 5 | 8 | 82 | 95 |
Impairment | 1 | – | 16 | 17 |
Disposals | 0 | (4) | (8) | (12) |
Effect of retranslation | 0 | 0 | 3 | 3 |
At 28 March 2026 | 32 | 23 | 485 | 540 |
Net book value at 28 March 2026 | 79 | 30 | 362 | 471 |
Net book value at 29 March 2025 | 80 | 23 | 345 | 448 |
Under the terms of the loan and notes facilities in place at 28 March 2026, fixed and floating charges were held over £78m of the net book value of
land and buildings, £30m of the net book value of motor vehicles and £323m of the net book value of the plant, fixtures and equipment (2025: £80m,
£23m and £309m respectively).
At the period end, £4m of assets were under construction (2025: £7m).
Included within land and buildings is land with a cost of £5m (2025: £5m) which is not depreciated.
The gross carrying amount of fully depreciated property, plant and equipment that is still in use as at the period end was £232m (FY25: £165m).
Impairment
During the year, we have impaired a total of £17m of fixed assets in relation to property, plant and equipment held in the Group. This breaks down by
segment to B&M UK £6m, Heron £11m, B&M France <£1m (2025: B&M UK £nil, Heron £nil, B&M France £nil).
The circumstances that have led to the impairment is poorer than expected store performance.
The total asset value tested for impairment was £27m (2025: £4m), this breaks down at a segment level to B&M UK £11m, Heron £10m, B&M France
£3m (2025: B&M UK <£1m, Heron £2m, B&M France £2m).
The key assumptions used were those used in our goodwill impairment test, see note 12, and the impairment would not be materially impacted by
any reasonably possible changes to these assumptions.
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| Land and | Motor | Plant, fixtures | ||
| buildings | vehicles | and equipment | Total | |
| £’m | £’m | £’m | £’m | |
| Net book value | ||||
As at 30 March 2024 | 1,088 | 4 | 9 | 1,101 |
Additions | 228 | 14 | 9 | 251 |
Modifications | 24 | – | – | 24 |
Disposals | (26) | (0) | (0) | (26) |
Impairment | (3) | – | – | (3) |
Depreciation | (176) | (4) | (3) | (183) |
Foreign exchange | (5) | (0) | 0 | (5) |
As at 29 March 2025 | 1,130 | 14 | 15 | 1,159 |
Additions | 212 | 6 | 20 | 238 |
Modifications | 11 | – | – | 11 |
Disposals | (36) | (0) | (0) | (36) |
Impairment | (25) | – | – | (25) |
Depreciation | (189) | (5) | (6) | (200) |
Foreign exchange | 6 | 0 | 0 | 6 |
As at 28 March 2026 | 1,109 | 15 | 29 | 1,153 |
Notes to the consolidated financial statements continued
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| 28 March | 29 March | |
| 2026 | 2025 | |
| £’m | £’m | |
Lease liabilities brought forward | 1,430 | 1,357 |
| Cash | ||
Repayment of the principal in relation to right-of-use assets | (192) | (176) |
Payment of interest in relation to right-of-use assets | (84) | (77) |
| Non-cash | ||
Interest charge | 84 | 77 |
Effects on lease liability relating to lease additions, modifications and disposals | 211 | 254 |
Effects of foreign exchange | 8 | (5) |
Total cash movement in the year | (276) | (253) |
Total non-cash movement in the year | 303 | 326 |
Movement in the year | 27 | 73 |
Lease liabilities carried forward | 1,457 | 1,430 |
Of which current | 217 | 188 |
Of which non-current | 1,240 | 1,242 |
| 28 March | 29 March | |
| 2026 | 2025 | |
| Weighted average discount rate | ||
Property | 5.8% | 5.5% |
Equipment | 5.8% | 5.5% |
All right-of-use assets | 5.8% | 5.5% |
Effect on finance costs with a change of 50bps to the discount rate | £’m | £’m |
Property | 7 | 7 |
Equipment | 0 | 0 |
All right-of-use assets | 7 | 7 |
| 29 March | |
| 2025 | |
| £’m | |
Consideration received | 11 |
Net book value of the assets disposed | (6) |
Costs of sale when specifically recognised | – |
Profit per pre-IFRS 16 accounting standards | 5 |
Opening adjustment to the right-of-use asset | (5) |
Profit recognised in the statement of comprehensive income | 0 |
Initial right-of-use asset recognised | 6 |
Initial lease liability recognised | (11) |
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15 Inventories
| 28 March | 29 March | |
| 2026 | 2025 | |
| As at | £’m | £’m |
Goods for resale | 849 | 883 |
Included in the amount above was a net charge of £4m related to inventory provisions (2025: £<1m net charge). In the period to 28 March 2026,
£3,670m (2025: £3,479m) was recognised as an expense for inventories and £33m of supplier rebates were received (2025: £33m).
| 28 March | 29 March | |
| 2026 | 2025 | |
| £’m | £’m | |
| Non-current | ||
Other receivables | 9 | 6 |
Total non-current receivables | 9 | 6 |
| Current | ||
Trade receivables | 6 | 7 |
Deposits on account | 1 | 5 |
Provision for impairment | (0) | (0) |
Net trade receivables to non-related parties | 7 | 12 |
Prepayments | 32 | 37 |
Related party receivables | 4 | 3 |
Other tax | 2 | 9 |
Other receivables | 14 | 18 |
Total current receivables | 59 | 79 |
| 28 March | 29 March | |
| 2026 | 2025 | |
| Period ended | £’m | £’m |
Provision for impairment at the start of the period | (0) | (2) |
Impairment during the period | (0) | (0) |
Utilised/released during the period | 0 | 2 |
Balance at the period end | (0) | (0) |
| 28 March | 29 March | |
| 2026 | 2025 | |
| As at | £’m | £’m |
Current | 5 | 5 |
1-30 days past due | 0 | 1 |
31-90 days past due | 0 | 1 |
Over 90 days past due | 1 | 0 |
Balance at the period end | 6 | 7 |
Notes to the consolidated financial statements continued
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| 28 March | 29 March | |
| 2026 | 2025 | |
| As at | £’m | £’m |
Cash and cash equivalents | 342 | 217 |
28 March | 29 March | |
2026 | 2025 | |
As at Current | £’m | £’m |
Trade payables | 410 | 395 |
Other tax and social security payments | 106 | 81 |
Accruals and deferred income | 99 | 105 |
Related party trade payables | 19 | 7 |
Other payables | 27 | 30 |
Total current payables | 661 | 618 |
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28 March | 29 March | |
2026 | 2025 | |
As at Current financial assets at fair value through profit and loss: | £’m | £’m |
Foreign exchange forward contracts | 7 | 2 |
| Current financial assets held at amortised cost: | ||
Money market deposit | – | 150 |
| Current financial assets at fair value through other comprehensive income: | ||
Foreign exchange forward contracts | 6 | 1 |
Total current other financial assets | 13 | 153 |
Total other financial assets | 13 | 153 |
28 March | 29 March | |
2026 | 2025 | |
As at Current financial liabilities at fair value through profit and loss: | £’m | £’m |
Foreign exchange forward contracts | 1 | 7 |
| Current financial liabilities at fair value through other comprehensive income: | ||
Foreign exchange forward contracts | 2 | 6 |
Total current other financial liabilities | 3 | 13 |
| Non-current financial liabilities at fair value through profit and loss: | ||
Foreign exchange forward contracts | – | 0 |
| Non-current financial liabilities at fair value through profit and loss: | ||
Foreign exchange forward contracts | – | 0 |
Total non-current other financial liabilities | 0 | 0 |
Total other financial liabilities | 3 | 13 |
Notes to the consolidated financial statements continued
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| Total | Level 1 | Level 2 | Level 3 | |
| £’m | £’m | £’m | £’m | |
| 28 March 2026 | ||||
Foreign exchange contracts | 10 | – | 10 | – |
| 29 March 2025 | ||||
Foreign exchange contracts | (10) | – | (10) | – |
28 March | 29 March | |
2026 | 2025 | |
As at Current | £’m | £’m |
High yield bond notes | – | 155 |
B&M France loan facilities | 7 | 5 |
Total | 7 | 160 |
| Non-current | ||
High yield bond notes | 744 | 742 |
Term facility bank loan | 222 | 222 |
B&M France loan facilities | 16 | 13 |
Total | 982 | 977 |
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20 Financial liabilities – borrowings continued
Other borrowings continued
| Interest | 28 March | 29 March | ||
| rate | 2026 | 2025 | ||
% | Maturity | £’m | £’m | |
Revolving facility loan | 2.00% + SONIA | n/a | – | – |
Term facility bank loan A | 2.25% + SONIA | Mar-30 | 225 | 225 |
High yield bond notes (2020) | 3.625% | n/a | – | 156 |
High yield bond notes (2021) | 4.000% | Nov-28 | 250 | 250 |
High yield bond notes (2023) | 8.125% | Nov-30 | 250 | 250 |
High yield bond notes (2024) | 6.500% | Nov-31 | 250 | 250 |
B&M France – BNP Paribas | 3.30-3.97% | Feb-28 to Aug-29 | 6 | 8 |
B&M France – Caisse d’Épargne | 2.60% | Nov-29 | 1 | 1 |
B&M France – CIC | 0.71-2.75% | Jan-27 to Dec-29 | 4 | 4 |
B&M France – Crédit Agricole | 0.81-3.18% | Jan-28 to Mar-31 | 5 | 0 |
B&M France – Crédit Lyonnais | 0.69-3.65% | Mar-27 to Jul-29 | 5 | 4 |
B&M France – Societe Generale | 2.70% | May-30 | 2 | – |
Total | 998 | 1,148 |
| 28 March | 29 March | |
| 2026 | 2025 | |
| As at | £’m | £’m |
Borrowings brought forward | 1,137 | 910 |
| Cash | ||
Net repayment of Group revolving credit facilities | – | (25) |
Repayment of corporate bonds | (156) | – |
Receipt due to newly issued corporate bonds | – | 250 |
Receipt of loan facilities held in France | 12 | 9 |
Repayment of loan facilities held in France | (7) | (5) |
Capitalised fees on refinancing | – | (4) |
| Non-cash | ||
Foreign exchange on loan balances | 1 | (0) |
Ongoing amortisation of finance fees | 2 | 2 |
Total cash movement in the year | (151) | 225 |
Total non-cash movement in the year | 3 | 2 |
Movement in the year | (148) | 227 |
Borrowings carried forward | 989 | 1,137 |
Of which current | 7 | 160 |
Of which non-current | 982 | 977 |
Notes to the consolidated financial statements continued
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| Property | |||
| provisions | Other | Total | |
| £’m | £’m | £’m | |
At 30 March 2024 | 6 | 4 | 10 |
Provided in the period | 2 | 9 | 11 |
Utilised during the period | (0) | (3) | (3) |
Released during the period | (1) | (1) | (2) |
At 29 March 2025 | 7 | 9 | 16 |
Provided in the period | 2 | 3 | 5 |
Utilised during the period | (0) | (8) | (8) |
Released during the period | (2) | – | (2) |
At 28 March 2026 | 7 | 4 | 11 |
| At 28 March 2026 | |||
Current liabilities | 2 | 4 | 6 |
Non-current liabilities | 5 | – | 5 |
| At 29 March 2025 | |||
Current liabilities | 3 | 9 | 12 |
Non-current liabilities | 4 | – | 4 |
Allotted, called up and fully paid | Shares | £’m |
| B&M European Value Retail plc ordinary shares of 10p each | ||
As at 30 March 2024 | 1,002,790,896 | 100 |
Release of shares related to employee share options | 1,030,975 | 0 |
As at 29 March 2025 | 1,003,821,871 | 100 |
Release of shares related to employee share options | 1,216,385 | 1 |
As at 28 March 2026 | 1,005,038,256 | 101 |
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23 Cash generated from operations
| 52 weeks ended | 52 weeks ended | |
| 28 March | 29 March | |
| 2026 | 2025 | |
| Period ended | £’m | £’m |
Profit before tax | 227 | 431 |
| Adjustments for: | ||
Net interest expense | 148 | 136 |
Depreciation on property, plant and equipment | 95 | 88 |
Impairment of property, plant and equipment | 17 | 3 |
Depreciation on right-of-use assets | 200 | 183 |
Impairment of right-of-use assets | 25 | 3 |
Amortisation of intangible assets | 2 | 2 |
(Profit) on sale and leasebacks | – | (0) |
Loss/(Profit) on disposal of property, plant and equipment | 1 | (0) |
Share option expense | 3 | 3 |
Change in inventories | 38 | (109) |
Change in trade and other receivables | 18 | (3) |
Change in trade and other payables | 40 | 41 |
Change in provisions | (6) | 7 |
Share of profits from associates | (1) | (1) |
(Profit)/loss resulting from fair value of financial derivatives | (6) | 3 |
Cash generated from operations | 801 | 784 |
24 Group information and ultimate parent undertaking
The financial results of the Group include the following entities.
| Percent held | ||||
Company name | Country | Date of incorporation | within the Group | Principal activity |
B&M European Value Retail plc | Jersey | May 2014 | Parent | Holding company |
B&M European Value Retail 1 Ltd | Jersey | November 2012 | 100% | Holding company |
B&M European Value Retail Holdco 1 Ltd | UK | December 2012 | 100% | Holding company |
B&M European Value Retail Holdco 2 Ltd | UK | December 2012 | 100% | Holding company |
B&M European Value Retail Holdco 3 Ltd | UK | November 2012 | 100% | Holding company |
B&M European Value Retail Holdco 4 Ltd | UK | November 2012 | 100% | Holding company |
B&M European Value Retail 2 Ltd | Jersey | September 2012 | 100% | Holding company |
EV Retail Limited | UK | September 1996 | 100% | Holding company |
B&M Retail Limited | UK | March 1978 | 100% | General retail |
Opus Homewares Limited | UK | April 2003 | 100% | Property management |
Heron Food Group Ltd | UK | August 2002 | 100% | Holding company |
Heron Foods Ltd | UK | October 1978 | 100% | Convenience retail |
Cooltrader Ltd | UK | September 2012 | 100% | Dormant |
Heron Properties (Hull) Ltd | UK | February 2003 | 100% | Dormant |
B&M France SAS | France | November 1977 | 100% | General retail |
Centz N.I. Limited | UK | January 2021 | 100% | Property management |
Registered offices
• The Jersey entities are all registered at 26 New Street, St Helier, Jersey, JE2 3RA.
• Centz N.I. Limited is registered at Murray House, 4 Murray Street, Belfast, United Kingdom, BT1 6DN.
• The other UK entities are all registered at The Vault, Dakota Drive, Estuary Commerce Park, Speke, Liverpool, L24 8RJ.
• B&M France is registered at 8 rue du Bois Joli, 63800 Cournon d’Auvergne.
Redomicile
Associates
The Group has a 50% interest in Multi-lines International Company Limited, a company incorporated in Hong Kong, and a 22.5% interest in
Centz Retail Holdings Limited, a company incorporated in the Republic of Ireland. The share of profit or loss from the associates is included in the
consolidated statement of comprehensive income, see note 11.
Ultimate parent undertaking
The Directors of the Group consider the parent and the ultimate controlling related party of this Group to be B&M European Value Retail plc,
registered in Jersey following completion of the redomicile project this year, detailed in note 3.
Notes to the consolidated financial statements continued
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Financial statements
Strategic report
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25 Financial risk management continued
| 28 March | 29 March | ||
| Change in | 2026 | 2025 | |
| As at | USD rate | £’m | £’m |
Effect on profit before tax | +2.5% | (10) | (10) |
-2.5% | 10 | 10 | |
Effect on other comprehensive income | +2.5% | (11) | (13) |
-2.5% | 11 | 14 |
| Basis point | 28 March | 29 March | |
| increase/ | 2026 | 2025 | |
| As at | decrease | £’m | £’m |
Effect on profit before tax | +50 | (1) | (1) |
-50 | 1 | 1 |
Notes to the consolidated financial statements continued
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Governance
Financial statements
Strategic report
| Within | Between | Between | More than | ||
| 1 year | 1 and 2 years | 2 and 5 years | 5 years | Total | |
| £’m | £’m | £’m | £’m | £’m | |
| 28 March 2026 | |||||
Interest-bearing loans | 66 | 65 | 870 | 262 | 1,263 |
Lease liabilities | 283 | 273 | 660 | 602 | 1,818 |
Trade payables | 429 | – | – | – | 429 |
| 29 March 2025 | |||||
Interest-bearing loans | 222 | 64 | 425 | 769 | 1,480 |
Lease liabilities | 265 | 258 | 653 | 627 | 1,803 |
Trade payables | 402 | – | – | – | 402 |
Fair Value (Level 1) | Carrying Value | |||
| 28 March | 29 March | 28 March | 29 March | |
| 2026 | 2025 | 2026 | 2025 | |
| As at | £’m | £’m | £’m | £’m |
High yield bond notes (2020) | – | 154 | – | 155 |
High yield bond notes (2021) | 235 | 231 | 249 | 249 |
High yield bond notes (2023) | 254 | 260 | 247 | 247 |
High yield bond notes (2024) | 237 | 244 | 247 | 247 |
28 March | 29 March | |
2026 | 2025 | |
As at Financial assets | £’m | £’m |
| Fair value through profit and loss | ||
Forward foreign exchange contracts | 7 | 2 |
| Fair value through other comprehensive income | ||
Forward foreign exchange contracts | 6 | 1 |
| Loans and receivables | ||
Cash and cash equivalents | 342 | 217 |
Money market deposit | – | 150 |
Trade receivables | 11 | 15 |
Other receivables | 14 | 18 |
28 March | 29 March | |
2026 | 2025 | |
As at Financial liabilities | £’m | £’m |
| Fair value through profit and loss | ||
Forward foreign exchange contracts | 1 | 7 |
| Fair value through other comprehensive income | ||
Forward foreign exchange contracts | 2 | 6 |
| Amortised cost | ||
Lease liabilities | 1,457 | 1,430 |
Interest-bearing loans and borrowings (excluding corporate bonds) | 245 | 239 |
Trade payables | 429 | 402 |
Other payables | 27 | 30 |
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| 52 weeks ended | |
| 29 March | |
| 2025 | |
| £’m | |
SSA Investments (4.000%, 2021 bonds) | 99 |
Total | 99 |
| Expense to | Accrual on | |
| 29 March | 29 March | |
| 2025 | 2025 | |
| £’m | £’m | |
SSA Investments | 4.0 | 1.5 |
Total | 4.0 | 1.5 |
| 28 March | 29 March | |
| 2026 | 2025 | |
| Period ended | £’m | £’m |
| Sales to associates of the Group | ||
Centz Retail Holdings Limited | 30 | 29 |
Total sales to related parties | 30 | 29 |
| 28 March | 29 March | |
| 2026 | 2025 | |
| Period ended | £’m | £’m |
| Purchases from associates of the Group | ||
Multi-lines International Company Ltd | 250.1 | 234.3 |
| Purchases from parties related to key management personnel | ||
Fulland Investments Limited | – | 0.3 |
Golden Honest International Investments Limited | – | 0.2 |
Hammond Investments Limited | – | 0.3 |
Joint Sino Investments Limited | – | 0.2 |
Ocean Sense Investments Limited | – | 0.3 |
Total purchases from related parties | 250.1 | 235.6 |
| Depreciation | Interest | Total | Right-of-use | Lease | Net | |
| charge | charge | charge | asset | liability | liability | |
| £’m | £’m | £’m | £’m | £’m | £’m | |
| Period ended 29 March 2025 | ||||||
Rani Investments | 0 | 0 | 0 | 0 | (0) | (0) |
Ropley Properties | 2 | 1 | 3 | 6 | (8) | (2) |
TJL UK Limited | 1 | 0 | 1 | 9 | (11) | (2) |
Triple Jersey Limited | 9 | 4 | 13 | 57 | (68) | (11) |
Total | 12 | 5 | 17 | 72 | (87) | (15) |
Notes to the consolidated financial statements continued
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Governance
Financial statements
Strategic report
28 March | 29 March | |
2026 | 2025 | |
As at Trade receivables from associates of the Group | £’m | £’m |
Centz Retail Holdings Ltd | 4 | 2 |
Multi-lines International Company Ltd | – | 1 |
Total related party trade receivables | 4 | 3 |
28 March | 29 March | |
2026 | 2025 | |
As at Trade payables to associates of the Group | £’m | £’m |
Multi-lines International Company Ltd | 19 | 5 |
| Trade payables to companies owned by key management personnel | ||
Ropley Properties Ltd | – | 0 |
TJL UK Limited | – | 0 |
Triple Jersey Ltd | – | 2 |
Total related party trade payables | 19 | 7 |
| 29 March | |
| 2025 | |
| As at | £’m |
Not later than one year | 17 |
Later than one year and not later than two years | 17 |
Later than two years and not later than five years | 40 |
Later than five years | 31 |
Total | 105 |
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| 28 March | 29 March | |
| 2026 | 2025 | |
| As at | £’m | £’m |
Interest-bearing loans and borrowings (note 20) | 998 | 1,148 |
Less: cash (note 17) | (342) | (217) |
Less: short-term deposits (note 19) | – | (150) |
Net debt (pre-IFRS 16) | 656 | 781 |
Total lease liabilities (note 14) | 1,457 | 1,430 |
Net debt (post-IFRS 16) | 2,113 | 2,211 |
28 Post balance sheet events
On 10 April 2026, the Group announced that Helen Cowing had stepped down from her role as interim Chief Financial Officer and that Peter
Waterhouse, previously B&M Finance Director, will be her successor as interim Chief Financial Officer, with effect immediately.
Also on 10 April 2026, the Group announced that Peter Pritchard has been appointed to the Board as a Non-Executive Director, with effect
immediately.
29 Dividends
An interim dividend of 3.5 pence per share (£35.2m) was declared in November 2025 and has been paid.
A final dividend of 6.1 pence per share (£61.3m), giving a full year dividend of 9.6 pence per share (£96.5m), is proposed.
Relating to the prior year;
An interim dividend of 5.3 pence per share (£53.2m) was declared in November 2024 and has been paid.
A special dividend of 15.0 pence per share (£150.6m), was declared in January 2025 and has been paid.
A final dividend of 9.7 pence per share (£97.4m), giving a full year dividend of 15 .0 pence per share (£150.6m), was declared in July 2025 and has
been paid.
Notes to the consolidated financial statements continued
155
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Governance
Financial statements
Strategic report
31 Directors
The Directors that served during the period were:
T Hall (Chair)
T Jegen (CEO) (appointed 16 June 2025)
A Russo (CEO) (retired 30 April 2025)
H Cowing (Interim CFO) (appointed 1 December 2025, resigned 10 April 2026)
M Schmidt (CFO) (resigned 1 December 2025)
P MacKenzie
H Lasry
O Tant
N Shouraboura
E Sutherland (appointed 20 January 2025)
Tjeerd Jegen was appointed as Chief Executive Officer with effect from 16 June 2025.
Alex Russo served as Chief Executive Officer of the B&M Group from September 2022 until his retirement from the Board on 30 April 2025.
As previously announced by the Group on 20 October 2025, Mike Schmidt stepped down from his role as Chief Financial Officer.
On 12 November 2025, Helen Cowing was appointed as interim Chief Financial Officer and was appointed to the Board on 1 December.
On 10 April 2026, the Group announced that Helen Cowing had stepped down from her role as interim Chief Financial Officer and that Peter
Waterhouse, previously B&M Finance Director, will be her successor as interim Chief Financial Officer, with effect immediately.
Also on 10 April 2026, the Group announced that Peter Pritchard has been appointed to the Board as a Non-Executive Director, with effect
immediately.
All directors served for the whole period except where indicated above.
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Note
31 March
2026
£’000
31 March
2025
£’000
Administrative expenses (11,837) (4,539)
Operating loss (11,837) (4,539)
Dividends received 13 40,000 291,000
Finance cost 4 (51,975) (44,828)
Finance income 4 50,828 44,525
Profit on ordinary activities before tax 27,016 286,158
Income tax 6 – –
Profit for the period 27,016 286,158
Refer to note 2 for the impact of the transition adjustments from Luxembourg GAAP to FRS 101.
All operations are classified as continuing.
The accompanying accounting policies and notes form an integral part of these financial statements.
Company statement of comprehensive income
for the financial year ended 31March2026
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Financial statements
Strategic report
Company statement of financial position
as at 31 March 2026
Note
31 March
2026
£’000
31 March
2025
£’000
Non-current assets
Investments in subsidiaries 7 2,625,000 2,625,000
Trade and other receivables 8 739,391 839,900
3,364,391 3,464,900
Current assets
Cash and cash equivalents 28 92
Trade and other receivables 8 4,930 163,053
4,958 163,145
Total assets 3,369,349 3,628,045
Equity
Share capital (100,504) (100,382)
Share premium reserve (2,473,832) (2,473,832)
Other reserve (10,040) (10,040)
Hedge reserve (5,586) (6,776)
Profit and loss account (14,399) (118,862)
(2,604,361) (2,709,892)
Non-current liabilities
High yield bond notes 10 (743,775) (742,378)
(743,775) (742,378)
Current liabilities
Trade and other payables 9 (21,213) (20,339)
High yield bond notes 10 – (155,436)
(21,213) (175,775)
Total liabilities (764,988) (918,153)
Total equity and liabilities (3,369,349) (3,628,045)
Refer to note 2 for the impact of the transition adjustments from Luxembourg GAAP to FRS 101.
The accompanying accounting policies and notes form an integral part of these financial statements.
This statement of final position approved by the Board of Directors and authorised for issue on 2 June 2026 and signed on their behalf by:
Tjeerd Jegen
Chief Executive Officer
Company number: 164498
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Share
capital
£’000
Share
premium
£’000
Retained
earnings
£’000
Hedge
reserve
£’000
Other
reserve
£’000
Total
equity
£’000
Balance at 31 March 2024
as previously reported 100,279 2,473,832 126,092 – 10,040 2,710,243
Impact of transition adjustments to
FRS 101 – 5,566 7,966 – 13,532
Balance at 31 March 2024
after transition adjustments* 100,279 2,473,832 131,658 7,966 10,040 2,723,775
Ordinary dividends declared – – (149,468) – – (149,468)
Special dividends declared – – (150,573) – – (150,573)
Effect of share options* 103 – (103) – – –
Total transactions with owners* 103 – (300,144) – – (300,041)
Profit for the period* – – 286,158 – – 286,158
Hedging losses reclassified as
finance costs* – – 1,190 (1,190) – –
Balance at 31 March 2025* 100,382 2,473,832 118,862 6,776 10,040 2,709,892
Ordinary dividends declared – – (132,547) – – (132,547)
Effect of share options 122 – (122) – – –
Total transactions with owners 122 – (132,669) – – (132,547)
Profit for the period – – 27,016 – – 27,016
Hedging losses reclassified as
finance costs – – 1,190 (1,190) – –
Balance at 31 March 2026 100,504 2,473,832 14,399 5,586 10,040 2,604,361
* FRS 101 basis.
Refer to note 2 for the impact of the transition adjustments from Luxembourg GAAP to FRS 101.
The accompanying accounting policies and notes form an integral part of these consolidated financial statements.
Company statement of changes in equity
as at 31 March 2026
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Governance
Financial statements
Strategic report
1 Principal accounting policies
Basis of preparation
The Company financial statements have been prepared and approved by the directors in accordance with FRS 101 ‘Reduced Disclosure Framework’
in conformity with the requirements of the Companies (Jersey) Law 1991 (FRS 101). The presented financial information relates to the period from
1 April 2025 to 31 March 2026 (prior period 1 April 2024 to 31 March 2025).
The financial statements for the year ended 31 March 2026 are the first the Company has been prepared in accordance with FRS 101 ‘Reduced
Disclosure Framework’. In the transition to FRS 101 from Luxembourg GAAP, the Company has made measurement and recognition adjustments.
An explanation of how the transition to FRS 101 has affected financial position and performance of the Company is provided in note 2.
The financial statements have been prepared under the historical cost convention. The measurement basis and principal accounting policies of the
company are set out below and have been applied consistently throughout the financial statements and in preparing an opening FRS 101 balance
sheet at 1 April 2024 for the purposes of the transition to FRS 101.
The financial statements are presented in pounds sterling and all values are rounded to the nearest thousand (£’000), except when otherwise indicated.
The financial statements present information about the Company as an individual undertaking and not about the Group. B&M European Value Retail plc
(the ‘Company’) is at the head of the Group and there is no consolidation that takes place above the level of this company.
The principal accounting policies of the company are set out below.
Going concern
The financial statements have been prepared on a going concern basis which the directors consider to be appropriate. Details of the going concern
assessment for the Group and Company are provided within note 1 of the Annual Report.
FRS 101 exemptions
FRS 101 allows certain exemptions from the requirements of IFRS to avoid the duplication of information provided in the Group financial statements
and to provide more concise financial reporting in entity financial statements. The following exemptions have therefore been applied in the
preparation of these financial statements:
• Paragraphs 45(b) and 46 to 52 of IFRS 2 ‘Share-based Payment’, exempting the Company from providing details of share options and of how the
fair value of services received was determined.
• IFRS 7 ‘Financial Instruments: Disclosures’.
• Paragraphs 91 to 99 of IFRS 13 ‘Fair Value Measurement’, exempting the Company from disclosing valuation techniques and inputs used for the
measurement of assets and liabilities.
• Paragraph 38 of IAS 1 ‘Presentation of Financial Statements’, exempting the Company from disclosing comparative information required by:
− paragraph 79(a)(iv) of IAS 1 – shares outstanding at the beginning and at the end of the period.
• The following paragraphs of IAS 1:
− paragraphs 10(d) and 111, exempting the Company from providing a cash flow statement and information.
− paragraph 16, exempting the Company from providing a statement of compliance with all IFRS.
− paragraph 38A, exempting the Company from providing a statement of financial position as at the beginning of the preceding comparative
period when an accounting policy has been applied retrospectively, or when items have been reclassified in the financial statements.
− paragraphs 38B to D, exempting the Company from the requirement to provide additional comparative information.
− paragraphs 134 to 136, exempting the Company from presenting capital management disclosures.
• Paragraph 8(h) of IAS 7 ‘Statement of Cash Flows’, exempting the Company from disclosing information about supplier finance arrangements.
• Paragraphs 30 and 31 of IAS 8 ‘Accounting Policies, Changes in Accounting Estimates and Errors’, exempting the Company from disclosing
information about new IFRS standards that have been issued but are not yet effective, removing the need for the ‘standards not yet adopted’
note.
• Paragraphs 8(k) and 17 of IAS 24 ‘Related Party Disclosures’, exempting the Company from disclosing related party transactions entered into
between two or more members of a Group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member,
and from disclosing details of key management compensation.
Investments
Investments in subsidiaries are included at cost less any provision for impairment.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand.
Financial assets
Under IFRS 9, on initial recognition, a financial asset is classified as measured at amortised cost, fair value through profit or loss or fair value though
other comprehensive income.
A financial asset is measured at amortised cost if it meets both of the following conditions: it is held within a business model whose objective is to
hold assets to collect contractual cash flows; and its contractual terms give rise on specified dates to cash flows that are solely payments of principal
and interest on the principal amount outstanding. Under IFRS 9 trade receivables, without a significant financing component, are classified and held
at amortised cost, being initially measured at the transaction price and subsequently measured at amortised cost less any impairment loss.
IFRS 9 includes an ‘expected loss’ model (‘ECL’) for recognising impairment of financial assets held at amortised cost. The Group has elected to measure
loss allowances for trade receivables at an amount equal to lifetime ECL’s. Credit losses are measured as the present value of all cash shortfalls
(i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the company expects to receive).
Notes to the annual accounts
for the Financial Year ended 31 March 2026
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1 Principal accounting policies continued
Financial assets continued
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating expected credit
losses, the company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both
quantitative and qualitative information and analysis based on the company’s historical experience and informed credit assessment and including
forward-looking information. The company performs the calculation of expected credit losses separately for each customer group.
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss include derivative financial instruments entered into by the company that are not designated as
hedging instruments in hedge relationships as defined by IFRS 9. Financial assets at fair value through profit or loss are carried in the statement of
financial position at fair value with changes in fair value recognised in profit and loss.
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognised when the rights to
receive cash flows from the asset have expired and the entity has transferred its rights to receive cash flows from the asset or has assumed an
obligation to pay the received cash flows in full and either (a) the entity has transferred substantially all the risks and rewards of the asset, or (b) the
entity has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
Impairment of financial assets
The company assesses at each reporting date whether there is any objective evidence that a financial asset or a group of financial assets is impaired.
A financial asset or a group of financial assets is deemed to be impaired if, there is objective evidence of impairment as a result of one or more events
that has occurred after the initial recognition of the asset (an incurred ‘loss event’) and that loss event has an impact on the estimated future cash
flows of the financial asset or the group of financial assets that can be reliably estimated.
Financial liabilities
Initial recognition and measurement
Financial liabilities within the scope of IFRS 9 are classified as financial liabilities at fair value through profit or loss or other financial liabilities. The
entity determines the classification of its financial liabilities at initial recognition. All financial liabilities are recognised initially at fair value.
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held-for-trading. Financial liabilities are classified as held-for-trading
if they are acquired for the purpose of selling in the near term. This category includes derivative financial instruments entered into by the company.
Gains or losses on liabilities held-for-trading are recognised in profit and loss.
Loans and borrowings
After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate method.
Gains and losses are recognised in the income statement when the liabilities are derecognised as well as through the effective interest rate method
(EIR) amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The
EIR amortisation is included in profit and loss.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.
Fair value of financial instruments
The fair value of financial instruments is determined by reference to mark-to-market quotations obtained from the relevant bank (bid price for long
positions and ask price for short positions), without any deduction for transaction costs.
Taxation
Current income tax
Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation
authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date in
the countries where the company operates and generates taxable income. Current income tax relating to items recognised directly in equity is
recognised in equity and not in profit or loss or other comprehensive income.
Equity
Equity comprises the following:
• Share capital represents the nominal value of equity shares;
• Share premium represents the excess of the consideration made for the shares, over and above the nominal valuation of those shares;
• Retained earnings reserve represents retained profits;
• Hedge reserve representing the movement in derivatives held at the period end that are accounted for under hedge accounting;
• Other reserve representing the statutory reserve brought forward from the apportionment of profit within each Luxembourg company. This was
previously represented as the ‘legal reserve’ until the redomicile to Jersey completed early in 2026.
Foreign currency translation
The financial statements are presented in the company’s functional currency of pounds sterling.
Notes to the annual accounts
for the Financial Year ended 31 March 2026 continued
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Governance
Financial statements
Strategic report
Transactions entered into by the company in a currency other than the currency of the primary economic environment in which it operates (the
‘functional currency’) are recorded at the rates ruling when the transactions occur. Foreign currency monetary assets and liabilities are translated
at the rates ruling at the balance sheet date. Exchange differences arising on the retranslation of unsettled monetary assets and liabilities are
recognised immediately in profit or loss.
Interest
For all financial instruments measured at amortised cost, interest income is recorded using the effective interest rate (EIR). EIR is the rate that exactly
discounts the estimated future cash payments or receipts over the expected life of the financial instrument or a shorted period, where appropriate, to
the net carrying amount of the financial asset or liability. Interest income is included in finance income in profit and loss.
Key management judgements and estimates
Impairment
The assessment of impairment of the Company’s investment in subsidiaries requires management judgement in determining whether impairment
indicators exist and in estimating the recoverable amount of the investment. The recoverable amount is based on a value-in-use calculation derived
from the forecast cash flows of the underlying trading entities. Key assumptions include discount rates, like-for-like sales growth, gross margin,
inflation and terminal growth rates. Further details are provided in note 7.
Management does not consider there to be any other key sources of estimation uncertainty that have a significant risk of resulting in a material
adjustment to the carrying amounts of assets and liabilities within the next financial year.
2 First-time adoption of FRS 101
As stated in note 1, the financial statements, for the year ended 31 March 2026, are the first the Company has prepared in accordance with FRS 101
‘Reduced Disclosure Framework’. For periods up to and including the year ended 31 March 2025, the Company prepared its financial statements in
accordance with Luxembourg GAAP and Luxembourg legal and regulatory requirements.
Accordingly, the Company has prepared financial statements that comply with FRS 101 applicable as at 31 March 2026, together with the
comparative period data for the year ended 31 March 2025 as described in the summary of significant accounting policies. In preparing the financial
statements, the Company’s opening statement of financial position was prepared as at 1 April 2024, the Company’s date of transition to FRS 101.
This note explains the principal adjustments made by the Company in restating its Luxembourg based financial statements, including the financial
statements as of, and for, the year ended 31 March 2025. IFRS 1 allows first-time adopters certain exemptions from the retrospective application of
certain requirements under IFRS. The Company has applied the following exemptions.
Estimates
The estimates at 31 March 2025 are consistent with those made for the same dates in accordance with Luxembourg Accounting Standards (after
adjustments to reflect any differences in accounting policies).
The estimates used by the Company to present these amounts in accordance with FRS 101 reflect conditions at the date of transition to FRS 101 and
as at 31 March 2025.
Key amendments on transitioning from Luxembourg GAAP to FRS 101
Transaction fees relating to new high yield bonds were charged directly to the statement of comprehensive income under Luxembourg GAAP. Under
FRS 101, these fees are amortised against the high yield bonds on the balance sheet and released to the statement of comprehensive income over
the term of each bond. As at the FY25 balance sheet date, £7,706k of fees were still on the balance sheet. The impact of the opening FY25 opening
retained earnings reserve balance relating to these fees was £5,566k, which is shown on the statement of changes in equity.
The loss on the interest hedge derivative was previously charged directly to the statement of comprehensive income under Luxembourg GAAP. Under
FRS 101, this has been remeasured to form the hedge reserve, with the total loss of £8,385k being released to the statement of comprehensive
income over the term of the bond where the derivative arisen from, in FY24, at an annual release rate of £1,190k. The impact of the opening FY25
opening hedge reserve balance relating to this was £7,966k, which is shown on the statement of changes in equity.
The statement of comprehensive income also shows a presentation reclassification for finance income from finance costs totalling £471k, relating to
intercompany interest that was previously presented as a net figure within finance costs.
The statement of financial position includes a presentation reclassification between current and non-current receivables reflecting the non-current
portion of intercompany receivables for £839,895k. Also included is a presentation reclassification between current and non-current liabilities
reflecting the re-presentation of high yield bond notes based on their maturity date, with £155,520k being reclassified from FY25.
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2 First-time adoption of UK IFRS continued
Key amendments on transitioning from Luxembourg GAAP to FRS 101 continued
Company reconciliation of its equity position as at 31 March 2024
Share
capital
£’000
Share
premium
£’000
Retained
earnings
£’000
Hedge
reserve
£’000
Other
reserve
£’000
Total
equity
£’000
Balance at 31 March 2024
as previously reported 100,279 2,473,832 126,092 – 10,040 2,710,243
Restatement of fees in relation to
the high yield bond notes – – 5,566 – – 5,566
Restatement of the loss in relation to
the interest hedge derivative – – – 7,966 – 7,966
Balance at 31 March 2024
after transition adjustments 100,279 2,473,832 131,658 7,966 10,040 2,723,775
Company reconciliation of its financial position as at 31 March 2025
Luxembourg
GAAP
as at 31 March
2025
£’000
Reclassification &
remeasurements
£’000
FRS 101
as at 31 March
2025
£’000
Non-current assets
Investments in subsidiaries 2,625,000 – 2,625,000
Trade and other receivables* 5 839,895 839,900
2,625,005 839,895 3,464,900
Current assets
Cash and cash equivalents 92 – 92
Trade and other receivables* 1,002,948 (839,895) 163,053
1,003,040 (839,895) 163,145
Total assets 3,628,045 – 3,628,045
Equity
Share capital (100,382) – (100,382)
Share premium reserve (2,473,832) – (2,473,832)
Other reserve (10,040) – (10,040)
Hedge reserve* – (6,776) (6,776)
Profit and loss account* (111,156) (7,706) (118,862)
(2,695,410) (14,482) (2,709,892)
Non-current liabilities
High yield bond notes (905,520) 163,142 (742,378)
(905,520) 163,142 (742,378)
Current liabilities
Trade and other payables* (9,271) (11,068) (20,339)
High yield bond notes* (17,844) (137,592) (155,436)
(27,115) (148,660) (175,775)
Total liabilities (932,635) (14,482) (918,153)
Total equity and liabilities (3,628,045) – (3,628,045)
Previously under Luxembourg GAAP, the ‘Other reserve’ balance was known as the ‘Legal reserve’, representing the statutory reserves brought
forward from the apportionment of profit within each Luxembourg company. The Directors intend to recycle this reserve balance to the retained
earnings reserve in FY27.
Notes to the annual accounts
for the Financial Year ended 31 March 2026 continued
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Financial statements
Strategic report
Company reconciliation of total comprehensive income for the year ended 31 March 2025
Luxembourg
GAAP
as at 31 March
2025
£’000
Reclassification &
remeasurements
£’000
FRS 101
as at 31 March
2025
£’000
Administrative expenses (8,086) 3,547 (4,539)
Operating loss (8,086) 3,547 (4,539)
Dividends received 291,000 – 291,000
Finance cost* (41,759) (3,069) (44,828)
Finance income* 44,054 471 44,525
Profit on ordinary activities before tax 285,209 949 286,158
Income tax – – –
Profit for the period 285,209 949 286,158
* The transition adjustments above are described in detail above these tables.
Notes to the reconciliation of equity as at 31 March 2025 and total comprehensive income for the year ended 31 March 2025:
Share-based payments
Under FRS 101 the fair value at grant date of share-based payments awards granted to employees is recognised as an employee expense, with a
corresponding increase in equity, over the period in which the employees become unconditionally entitled to the awards. Under Luxembourg GAAP,
no accounting entries for share-based payments are recorded until such options are exercised.
Issuance costs
Bond issuance costs are expensed through the profit and loss account at the time that they are incurred, and this is considered to be on the date
on which the relevant issuance is legally completed. Under IFRS 9, transaction costs directly attributable to issuing a financial liability are typically
deducted from the liability and amortised using the effective interest rate.
3 Operating results
The company’s audit fees, set at £45k (2025: £84k), are expensed through other Group companies. There were no non-audit fees paid to the
Company’s auditor. Included in the Company’s operating loss was a foreign exchange loss of £256k (2025: profit of £71k).
4 Finance costs and finance income
Finance costs include all interest related income and expenses. The following amounts have been included in the statement of comprehensive
income line for the reporting period presented:
Period to
31 March
2026
£’000
Period to
31 March
2025
£’000
Interest on external debt and borrowings (48,207) (41,502)
Ongoing amortisation of finance fees (2,671) (2,597)
Interest on intercompany loans (1,091) (471)
Realised foreign exchange loss – (255)
Bank charges (6) (3)
Total interest expense (51,975) (44,828)
Financial income comprises the following:
Period to
31 March
2026
£’000
Period to
31 March
2025
£’000
Interest on intercompany loans 50,828 44,050
Realised foreign exchange gain – 475
Total finance income 50,828 44,525
5 Employees
As at 31 March 2026, there were no employees of the Company (2025: 2).
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6 Taxation
The relationship between the expected tax expense based on the standard rate of corporation tax in the UK of 25% and the tax expense actually
recognised in the statement of comprehensive income can be reconciled as follows:
Period to
31 March
2026
£’000
Tax charge –
Result for the year before tax 27,016
Expected tax charge at the standard rate of tax 6,754
Effect of:
Group relief surrendered for nil consideration 264
Luxembourg expenses not subject to UK tax (3,510)
Dividend income not subject to tax 10,000
Actual total tax charge –
The Jersey registered company is subject to UK tax rules and is within the B&M UK tax group.
The prior year was not subject to corporation tax as a Luxembourg domiciled entity.
There is no deferred tax on the statement of financial position at the end of the current or prior period due to Group relief of the losses from the
company to B&M UK’s tax Group. No other balances in the accounts are subject to deferred tax. The company offsets tax assets and liabilities if and
only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities
relate to income taxes levied by the same tax authority.
7 Investments
£’000
At 31 March 2026 and 31 March 2025 2,625,000
The table below provides the summary of all controlled companies with B&M European Value Retail 1 Ltd being held directly and the rest of the
subsidiaries held indirectly:
Company name Country
Date of
incorporation
Percent held
within the Group Principal activity
B&M European Value Retail 1 Ltd Jersey November 2012 100% Holding company
B&M European Value Retail Holdco 1 Ltd UK December 2012 100% Holding company
B&M European Value Retail Holdco 2 Ltd UK December 2012 100% Holding company
B&M European Value Retail Holdco 3 Ltd UK November 2012 100% Holding company
B&M European Value Retail Holdco 4 Ltd UK November 2012 100% Holding company
B&M European Value Retail 2 Ltd Jersey September 2012 100% Holding company
EV Retail Limited UK September 1996 100% Holding company
B&M Retail Limited UK March 1978 100% General retail
Opus Homewares Limited UK April 2003 100% Property management
Heron Food Group Ltd UK August 2002 100% Holding company
Heron Foods Ltd UK October 1978 100% Convenience retail
Cooltrader Ltd UK September 2012 100% Dormant
Heron Properties (Hull) Ltd UK February 2003 100% Dormant
B&M France SAS France November 1977 100% General retail
Centz N.I. Limited UK January 2021 100% Property management
Registered offices
• The Jersey entities are all registered at 26 New Street, St Helier, Jersey, JE2 3RA.
• Centz N.I. Limited is registered at Murray House, 4 Murray Street, Belfast, United Kingdom, BT1 6DN.
• The other UK entities are all registered at The Vault, Dakota Drive, Estuary Commerce Park, Speke, Liverpool, L24 8RJ.
• B&M France is registered at 8 rue du Bois Joli, 63800 Cournon d’Auvergne.
Redomicile
As part of the redomicile project detailed in note 3 of the Group’s Annual Report, the three Luxembourg entities within the Group relocated to Jersey
in the current year. B&M European Value Retail plc migrated on 27 February 2026 and both B&M European Value Retail 1 Ltd and B&M European
Value Retail 2 Ltd migrated on 18 March 2026. B&M European Value Retail plc, B&M European Value Retail 1 Ltd, B&M European Value Retail 2 Ltd
in prior year were registered as B&M European Value Retail S.A., B&M European Value Retail 1 S.à r.l., B&M European Value Retail 2 S.à r.l., respectively.
Notes to the annual accounts
for the Financial Year ended 31 March 2026 continued
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Financial statements
Strategic report
Impairment review of investment in subsidiaries
The investment balance represents the Company’s investment in B&M European Value Retail 1 Limited and its subsidiaries and therefore
substantially represents the Company’s interest in the operations of the Group.
At the period end date, the Group’s market capitalisation, based on the quoted share price, was below the carrying value of the Company’s
investment in subsidiaries. Management considered this to be an impairment indicator and therefore performed an impairment review of the
investment balance. Management also noted that quoted market capitalisation represents an observable minority market value and may not fully
reflect the value attributable to a controlling interest.
The recoverable amount was assessed using a value-in-use methodology, derived from the discounted future cash flows of the Group’s trading
subsidiaries together with the relevant debt balances, including lease liabilities.
The key assumptions in assessing the value-in-use as at 31 March 2026 were:
The Group’s pre-tax discount rate
This was calculated using an internal CAPM model which includes external estimates of the risk-free rate, cost of debt, equity beta and market risk
premium. It is adjusted for which country the segment is in and how large the segment is. The discount rates have decreased in both the UK and
France during the year, which is reflective of changes in the risk-free rate.
The inflation rate for expenses
This is based upon the consumer price index for the relevant country, official reports from the relevant central bank, agreed legislation and
management’s assessment of the cost inflation related to ongoing initiatives within that segment.
Like-for-like sales growth
This is an estimate made by management which encompasses the historical sales trends of the entity and management’s assessment of how each
segment will perform in the context of the current economic environment.
Change in gross margin
The standing assumption made by management is that forecast gross margin is the change in gross margin relative to the prior year, and the result
is subsequently sensitised to the gross margin input to demonstrate the robustness of the projection against this assumption.
Terminal growth rate
An estimate made by management based upon the expected position of the business at the end of the five-year forecast period in the context of the
macro growth level of the economic environment in which that segment operates.
The assumptions were as follows:
Assumption 31 March 2026
Pre-tax discount rate (B&M UK) 10.6%
Pre-tax discount rate (Heron) 11.7%
Pre-tax discount rate (B&M France) 10.3%
Inflation rate for expenses (B&M UK) 5.0%/2.0%*
Inflation rate for expenses (Heron) 1.0%/2.0%
Inflation rate for expenses (B&M France) 1.0%
Like-for-like sales growth (B&M UK) 2.8%/3.0%*
Like-for-like sales growth (Heron) 1.6%/2.0%*
Like-for-like sales growth (B&M France) 2.0%
Change in gross margin (B&M UK) 75bps/125bps/170bps*
Change in gross margin (Heron) 23bps
Change in gross margin (B&M France) (25)bps
Terminal growth rate (B&M UK) 1.7%
Terminal growth rate (Heron) 1.7%
Terminal growth rate (B&M France) 1.4%
* The first figure reflects the assumption in year one, the second figure reflects the assumption in year two for B&M UK’s gross margin, with the final figure representing the long-term rate.
The assessment indicated headroom of £2,461m over the carrying value of the investment. Sensitivity analysis was performed using the B&M UK
model, being the most significant component of the overall value in use calculation. In each case, a single assumption was changed in isolation, with
all other assumptions held constant, to determine the extent of change required for the carrying value to equal the recoverable amount.
Assumption
Change required to
eliminate headroom
Pre-tax discount rate 16.9%
Inflation rate for expenses 24.7%
Like-for-like sales (8.8)%
Terminal growth rate (9.3)%
Change in gross margin (341)bps
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7 Investments continued
Terminal growth rate continued
Management also considered severe downside scenarios, including nil like-for-like sales growth across all three trading entities and a 10% increase
in inflation across the Group. Under these scenarios, headroom reduces to £1,765m and £1,527m respectively.
Based on this assessment, management concluded that the recoverable amount of the investment exceeded its carrying value and therefore no
impairment was required at the period end date.
8 Trade and other receivables
31 March
2026
£’000
31 March
2025
£’000
Non-current
Other receivables 5 5
Intercompany receivables 739,386 839,895
Total non-current receivables 739,391 839,900
Current
Intercompany receivables – 155,520
Interest receivable in relation to intercompany loan 4,411 6,557
Prepayments 216 761
VAT receivable 303 215
Total current receivables 4,930 163,053
Within the intercompany receivables balance are the amounts owed from B&M European Value Retail Holdco 4 Ltd relating to three high yield bond
notes (2025: four high yield bond notes), each repayable when the bond falls due. If the repayment date falls within 12 months of the financial year
end date, this balance, net of the amortised fees, is reclassified to current receivables. Details on the repayment dates of these bonds are in note 10.
The directors do not expect the rest of the intercompany receivable to be recalled within the 12 months and that has been included within non-
current receivables.
The intercompany balances, except for those in relation to the high yield bond notes, are not subject to any interest post redomicile since they are all
within the same UK tax group.
9 Trade and other payables
31 March
2026
£’000
31 March
2025
£’000
Current
Intercompany payables 7,466 7,206
Accruals and deferred income 13,588 12,585
Trade and other payables 159 548
Total current payables 21,213 20,339
The intercompany payables balances are repayable on demand and so included within current payables, although the directors do not believe the
balance will be demanded within the next 12 months.
The accruals and deferred income balance comprises mainly of the interest accrued on the quarterly high yield bond interest payment, falling due in May
in both years. It also comprises of the deferred interest swap derivative balance as at each period end and a small portion relating to general accruals.
10 Financial liabilities – borrowings
31 March
2026
£’000
31 March
2025
£’000
Current
High yield bond notes (2020) – 155,436
– 155,436
31 March
2026
£’000
31 March
2025
£’000
Non-current
High yield bond notes (2021) 249,009 248,634
High yield bond notes (2023) 247,279 246,699
High yield bond notes (2024) 247,487 247,045
743,775 742,378
Notes to the annual accounts
for the Financial Year ended 31 March 2026 continued
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Financial statements
Strategic report
Bond repayment
On 13 July 2025, the company repaid the remaining £156m of high yield bond notes (2020) on their maturity date. This was funded by one of the
subsidiary companies within the Group, which drew £150m of cash placed on money market deposit in the prior period.
Bond refinancing
On 29 November 2024 B&M European Value Retail plc issued £250m of high yield bond notes, maturing in November 2031. The external interest
rate on these bonds is 6.500%, which are paid by B&M European Value Retail plc. Transaction fees of £3m were capitalised by B&M European Value
Retail plc and are included in calculating the overall intercompany interest rate of 6.684% on these bonds as they were incurred through B&M
European Value Retail Holdco 4 Ltd.
B&M European Value Retail Holdco 4 Ltd heads these funds on behalf of B&M European Value Retail plc, thus causing an intercompany balance
between the two intergroup companies and therefore resulting in long-term intercompany funding and interest recharges in B&M European Value
Retail Holdco 4 Ltd.
Other borrowings
The carrying values given above include fees incurred on refinancing which are to be amortised over the terms of those facilities. More details of
these are given below.
The Company holds three tranches (2025: four tranches) of high yield bonds which are each held at amortised cost.
All three bonds are all headed by B&M European Value Retail Holdco 4 Limited on behalf of the B&M European Value Retail plc, they compile the long-
term intercompany funding balances, using different interest rates per bond to include the fees in relation to each bond, which are used as part of
the intercompany recharge process between B&M European Value Retail Holdco 4 Limited and B&M European Value Retail plc. These interest rates
are shown on the table below.
All bonds are listed on the Luxembourg stock exchange.
The maturities, which only relate to the position as at 31 March 2026, and gross cash amounts of these facilities are included in the table below.
Intercompany
Interest Rate % Interest Rate % Maturity
31 March
2026
£’000
31 March
2025
£’000
High yield bond notes (2020) 3.808% 3.625% Jul-2025 – 155,520
High yield bond notes (2021) 4.150% 4.000% Nov-2028 250,000 250,000
High yield bond notes (2023) 8.814% 8.125% Nov-2030 250,000 250,000
High yield bond notes (2024) 6.684% 6.500% Nov-2031 250,000 250,000
750,000 905,520
11 Financial risk management
The Company uses various financial instruments, these include intercompany loans and cash. The main purpose of these financial instruments is to
raise finance for the Group’s operations.
Fair value
The fair value of our high yield bond notes, which are all financial liabilities held at amortised cost, has been determined by using the relevant quoted
bid price for those bonds. These differ to the carrying values as shown below.
Fair Value (Level 1) Carrying Value
31 March
2026
£’000
31 March
2025
£’000
31 March
2026
£’000
31 March
2025
£’000
High yield bond notes (2020) – 154,305 – 155,436
High yield bond notes (2021) 234,753 229,845 249,009 248,634
High yield bond notes (2023) 253,105 259,138 247,279 246,699
High yield bond notes (2024) 236,205 243,313 247,487 247,045
The fair value of the financial assets and liabilities of the Company are not materially different from their carrying value. Refer to the table below.
These all represent financial assets and liabilities measured at amortised cost.
Financial assets
31 March
2026
£’000
31 March
2025
£’000
Loans and receivables
Intercompany receivables 739,386 995,267
739,386 995,267
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11 Financial risk management continued
Fair value continued
Financial liabilities
31 March
2026
£’000
31 March
2025
£’000
Amortised cost
Intercompany payables 7,466 7,206
High yield bond notes 743,775 897,814
751,241 905,020
12 Related party transactions
Interest is charged on the intercompany balances where they rise between different tax jurisdictions. Upon the redomicile in February 2026 to Jersey,
when the Company become subject to UK tax rules, interest was no longer charged on the intercompany balances, except for when incorporating
the recharge of the transaction fees incurred when taking down the bonds. For details on the bond intercompany interest rates, see note 10.
The related party expenses and income recognised in the statement of comprehensive income were as follows:
31 March
2026
£’000
31 March
2025
£’000
Intercompany finance costs
B&M European Value Retail Holdco 4 Ltd 1,091 471
Total intercompany finance costs 1,091 471
31 March
2026
£’000
31 March
2025
£’000
Intercompany finance income
B&M European Value Retail Holdco 4 Ltd 50,828 44,050
Total intercompany finance income 50,828 44,050
The intercompany balances at the year end are given below.
31 March
2026
£’000
31 March
2025
£’000
Intercompany receivables/payables
Non-current
B&M European Value Retail Holdco 4 Limited 739,386 995,267
Total non-current intercompany receivables 739,386 995,267
Current
B&M European Value Retail 2 Ltd (7,466) (7,206)
Total current intercompany payables (7,466) (7,206)
13 Dividends
An interim dividend of 3.5 pence per share (£35.2m) was declared in November 2025 and has been paid.
A final dividend of 6.1 pence per share (£61.3m), giving a full year dividend of 9.6 pence per share (£96.5m), is proposed.
Relating to the prior year;
An interim dividend of 5.3 pence per share (£53.2m) was declared in November 2024 and has been paid.
A special dividend of 15.0 pence per share (£150.6m), was declared in January 2025 and has been paid.
A final dividend of 9.7 pence per share (£97.4m), giving a full year dividend of 15.0 pence per share (£150.6m), was declared in July 2025 and has
been paid.
All dividends paid were to the Shareholders of the Company. All dividends received were from the 100% owned subsidiary B&M European Value Retail 1 Ltd.
Notes to the annual accounts
for the Financial Year ended 31 March 2026 continued
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Financial statements
Strategic report
14 Contingent liabilities and guarantees
As at 31 March 2026, B&M European Value Retail plc, B&M European Value Retail 1 Ltd, B&M European Value Retail 2 Ltd, B&M European Value Retail
Holdco 1 Ltd, B&M European Value Retail Holdco 2 Ltd, B&M European Value Retail Holdco 3 Ltd, B&M European Value Retail Holdco 4 Ltd, EV Retail
Ltd, B&M Retail Ltd, Heron Food Group Ltd and Heron Foods Ltd are all guarantors to the bond note agreements which are formally held within B&M
European Value Retail plc. The amounts outstanding as at the period end were £750m for the notes, with the balance held in B&M European Value
Retail plc.
As at 31 March 2025, B&M European Value Retail S.A., B&M European Value Retail 1 S.à r.l., B&M European Value Retail 2 S.à r.l., B&M European
Value Retail Holdco 1 Ltd, B&M European Value Retail Holdco 2 Ltd, B&M European Value Retail Holdco 3 Ltd, B&M European Value Retail Holdco 4
Ltd, EV Retail Ltd, B&M Retail Ltd, Heron Food Group Ltd and Heron Foods Ltd were all guarantors to the bond note agreements which were formally
held within B&M European Value Retail S.A. The amounts outstanding as at the period end were £906m for the notes, with the balance held in B&M
European Value Retail S.A.
15 Directors
The Directors that served during the period were:
T Jegen (appointed 16 June 2025)
A Russo (retired 30 April 2025)
A Simpson
H Cowing (appointed 1 December 2025, resigned 10 April 2026)
M Schmidt (resigned 1 December 2025)
Tjeerd Jegen was appointed as Chief Executive Officer with effect from 16 June 2025.
Alex Russo served as Chief Executive Officer of the B&M Group from September 2022 until his retirement from the Board on 30 April 2025.
As previously announced by the Group on 20 October 2025, Mike Schmidt stepped down from his role as Chief Financial Officer.
On 12 November 2025, Helen Cowing was appointed as interim Chief Financial Officer and was appointed to the Board on 1 December.
On 10 April 2026, the Group announced that Helen Cowing had stepped down from her role as interim Chief Financial Officer and that Peter Waterhouse,
previously B&M Finance Director, will be her successor as interim Chief Financial Officer, with effect immediately.
Also on 10 April 2026, the Group announced that Peter Pritchard has been appointed to the Board as a Non-Executive Director, with effect immediately.
All directors served for the whole period except were indicated above.
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Notes
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Financial statements
Strategic report
Notes
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Notes
Company registration number
164498
Country of incorporation
Jersey
Registered office
26 New Street
St Helier
Jersey
JE2 3RA
Directors
Tjeerd Jegen
Peter Waterhouse
Tiffany Hall
Oliver Tant
Paula MacKenzie
Hounaïda Lasry
Nadia Shouraboura
Euan Sutherland
Peter Pritchard
Secretary
Alex Simpson
Joint brokers
B of A Securities
2 King Edward Street
London EC1A 1HQ
United Kingdom
BNP Paribas
10, Harewood Avenue
London NE1 6AA
United Kingdom
Solicitors
Ogier (Jersey) LLP
44 Esplanade
St Helier
Jersey
JE4 9WG
Auditor
KPMG LLP
15 Canada Square
London E14 5GL
United Kingdom
Registrars
Equiniti (Jersey) Limited
Aspect House
Spencer Road
Lancing
Worthing
West Sussex
BN99 8LU
United Kingdom
Company information
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