B&M European Value Retail

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 B&M European Value Retail S.A.
Annual Report and Accounts 2024

Welcome to our 2024 Annual Report and Accounts
Contents
Strategic Report
Financial highlights
IFC
Our principles
1
Company overview
2
Long-term strategy
3
Investment case
4
Business model
6
Chairman’s statement
8
Market overview
10
In depth – Store growth
12
Chief Executive’s review
14
Financial review
18
Key performance indicators
22
Principal risks and uncertainties
23
Corporate social responsibility
30
Task Force on Climate-related  
Financial Disclosures (TCFD)
40
Stakeholders and  
Section 172 statement
54
Corporate Governance 
Chairman’s introduction
58
The Board of Directors of B&M  
European Value Retail S.A.
59
Corporate Governance report
62
Audit & Risk Committee report
69
Nomination Committee report
74
Directors’ remuneration report
76
Directors’ report and  
business review
96
Statement of Directors’  
responsibilities
101
Financial Statements
Independent Auditor’s Report
102
Consolidated Statement  
of Comprehensive Income
105
Consolidated Statement  
of Financial Position
106
Consolidated Statement  
of Changes in Shareholders’ Equity 107
Consolidated Statement  
of Cash Flows
108
Notes to the Consolidated  
Financial Statements
109
Company Profit and Loss Account
152
Company Balance Sheet
153
Notes to the Annual Accounts
154
Corporate Directory
IBC
Group revenues
£5,484m
10.1%
5,484
2024
4,983
2023
Adjusted EBITDA (pre-IFRS 16)1
£629m
9.7%
629
2024
573
2023
Adjusted operating profit1
£614m
10.9%
614
2024
554
2023
Post-tax free cash flow2
£382m
-17.8%
382
2024
464
2023
This Annual Report and Accounts are for the 53 weeks financial reporting period to 30 March 2024 
(“FY24”). The comparative reporting period is for the 52 weeks ended 25 March 2023 (“FY23”).
Cash generated from operations
£862m
-0.4%
862
2024
866
2023
Statutory operating profit
£608m
13.6%
608
2024
536
2023
Diluted earnings per share
36.5p
5.2%
36.5
2024
34.7
2023
Ordinary dividend per share
14.7p
0.7%
14.7
2024
14.6
2023
Financial highlights
1.	
Adjusted values are considered to be appropriate to exclude unusual, non-trading and/or non-recurring impacts 
on performance which therefore provides the user of the accounts with additional metrics to compare periods of 
account. See notes 2, 3 and 4 of the financial statements for further details.
2.	 Post-tax free cash flow is an Alternative Performance Measure. Please see note 3 of the financial statements for 
more details and a reconciliation to the Consolidated statement of cash flows. 

1
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
Our principles
Our goal:
To be Europe’s leading  
variety discount retailer.
How we do it:
What we do:
Provide excellent best-selling 
products at the lowest prices, 
in brilliant shops.
Excellence
We’re obsessed with retail excellence and develop 
our colleagues to be the best.
Teamwork
We help each other, with respect and high 
personal integrity.
Speed
We operate at speed, at low cost with simplicity.
Hard Work
We work hard for our customers every day and 
celebrate it.

2
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Company overview
The UK’s leading variety 
discount retailer, providing 
excellent, best-selling 
products at low prices in 
brilliant shops everyday
Our fascias
UK
Number of employees
33,450
Number of stores
741
France
Number of employees2
1,083
Number of stores
124
Number of employees
5,850
Number of stores
335
FY24 performance by fascia
Revenue
£5,484m
	 B&M UK
£4,410m
	 B&M France
£514m
	 Heron Foods
£560m
Adjusted EBITDA3 (pre-IFRS 16) (£m)
£629m1
	 B&M UK
£556m
	 B&M France
£47m
	 Heron Foods
£36m
Adjusted operating profit3 (£m)
£614m1
	 B&M UK
£548m
	 B&M France
£49m
	 Heron Foods
£27m
1.	
Includes the corporate segment. For further detail, see note 3 of the financial statements and the reconciliation.
2.	 Includes colleagues at the French support centre, and those working in stores operated directly by the Group. Those colleagues working in stores operated under the mandated 
manager model are employed directly by the manager of each store, and are therefore not employees of the Group and so excluded from the number above.
3.	 Adjusted values are considered to be appropriate to exclude unusual, non-trading and/or non-recurring impacts on performance which therefore provides the user of the 
accounts with additional metrics to compare periods of accounts. See notes 2, 3 and 4 of the financial statements for further details.

3
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
Long-term strategy
Our four channels of growth will deliver long-term, profitable, cash-generating growth
1
Existing B&M 
UK stores –  
a core driver  
of growth
3
France will 
provide growth 
for many years 
to come
2
New B&M UK 
stores – an 
acceleration in 
growth and a 
higher target
4
Heron Foods 
offers growth
Progress in FY24
B&M is the leading variety goods 
value retailer in the UK with 741 stores. 
Our existing stores offer considerable 
scope for improving sales densities. 
Like-for-like1 (“LFL”) sales growth tends 
to be highly profitable growth and will 
be achieved through a relentless focus 
on product, price and an excellence in 
retail standards.
Store standards have improved 
considerably over the last two years. 
Over 250 unannounced store visits 
per week have been conducted by 
key management which has driven 
LFL1 sales against a tough economic 
background which has seen several 
retailers fail and many others issue 
profit warnings.
It is worth remembering that each 1% 
growth in LFL sales is equivalent to the 
sales generated from seven average 
store openings. The focus is relentless 
and although we are stepping up our 
new store openings, we will never lose 
this focus on our core estate.
We have updated our expectations for 
B&M stores in the UK to not less than 
1,200 from 950. Factors driving this 
include increased sales performance, 
the success of our southern openings 
and the experience of opening stores 
in closer proximity than previously 
thought. Our offer is proving to be more 
appealing than historically, meaning 
we get greater penetration into local 
catchment areas than previously 
experienced.
At 1,200 stores, the estate would be 
over 60% bigger than it is today, but 
with new stores being typically larger, 
with a higher proportion of garden 
centres and with higher total sales, the 
impact on our sales, profit and cash 
generation is likely to be even greater.
In addition, we place great emphasis 
on refreshing and updating our 
existing store estate. This can mean 
relocating an older, legacy store to a 
new larger format store – often with a 
garden centre attached. This results in 
square footage growth surpassing the 
increase in the number of stores. 
France has continued the transformative 
journey that it has embarked on since 
acquisition. All stores trade under the 
B&M banner, the proportion of Fast-
Moving Consumer Goods (“FMCG”) 
sales is increasing as we expand the 
range, leading to higher sales densities, 
and we continue to gently expand our 
new store opening programme.
In General Merchandise, the product 
mix has evolved with a greater focus on 
home and the phasing out of clothing. 
This product realignment along with the 
B&M branding of the stores has been 
well received by the French consumers. 
Over the long term, we expect France 
to have a similar adjusted EBITDA2 
(pre-IFRS 16) margin and store count to 
the UK. France has a similar population 
to the UK and the French discount retail 
market is less competitive and so we see 
France continuing to build sustainable 
profit for many years to come.
Heron Foods (“Heron”) continues to 
deliver value and convenience to 
customers looking to manage their 
budgets. The majority of Heron stores 
are classed as convenience stores, 
being below 3,000 sq. ft., and so 
consequently can trade for over 6 
hours on a Sunday. 
Over recent years, Heron Foods 
has improved its ranges to increase 
appeal to existing and new customers. 
Through more intense merchandising, 
some freezers have been removed 
from stores, freeing up space for 
expanded, fresh, chilled and ambient 
ranges.
Heron remains a long-term growth 
opportunity. With 335 stores currently 
and an opening programme of c.20 
stores per annum, the long-term 
opportunity remains very considerable.
1.	
One-year LFL revenues relate to the B&M UK estate only (excluding wholesale revenues) and are based on either 53 week versus 53 week or 14 week versus 14 week comparison 
periods. They include each store’s revenue for that part of the current period that falls at least 14 months after it opened compared with its revenue for the corresponding part of FY23.
2.	 Adjusted values are considered to be appropriate to exclude unusual, non-trading and/or non-recurring impacts on performance which therefore provides the user of the 
accounts with additional metrics to compare periods of accounts. See notes 2, 3 and 4 of the financial statements for further details.
Performance in FY24
B&M UK LFL1  
revenue growth
3.7%
B&M UK gross new  
store openings 
47
B&M France total  
revenue growth
19.2%
Heron Foods total 
revenue growth
15.3%

4
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Investment case
Delivering long-term  
profitable growth
B&M is set for many years of compounding earnings growth 
and cash returns for shareholders.
There are four channels of growth:
1
Existing B&M UK stores: Like-for-like1 growth  
is highly profitable growth
Our existing stores offer considerable scope for improving sales densities. Each 1% LFL1 
sales growth is equivalent to opening over seven new stores, but without any capex or 
increase in fixed costs. LFL1 growth therefore tends to be highly profitable growth, which 
helps fund low prices (to drive further LFL1 sales), creates new jobs and generates good 
returns to shareholders. There is nothing operationally to stop us growing our sales densities 
substantially over the long-term. This will be achieved by taking a bigger share of available 
expenditure in existing catchment areas as our relentless focus on price, value and retail 
standards bears results.
B&M is the UK’s leading discount variety value retailer, with 741 B&M stores in 
the UK, 124 B&M stores in France and 335 Heron Foods discount convenience 
stores in the UK. Each format has many years of growth ahead as the Group 
continues its profitable growth plans – with a relentless focus on price, 
relevant ranges and excellence in store operational standards. We are 
delivering positive gains to all our stakeholders. 
B&M is committed to delivering long-term profitable growth through its four channels
B&M has many opportunities and many years of growth ahead as 
it broadens its appeal and expands its store numbers in the UK and 
France. In expanding its store numbers and increasing sales densities in 
existing stores, B&M expect to continue to deliver long-term 
profitable growth, generate cash and return excess cash to 
shareholders. B&M remains a rollout story, thereby confident to deliver 
compounding earnings growth and cash returns for shareholders.
1.	
One-year LFL revenues relate to the B&M UK estate only (excluding wholesale revenues) and are based on either 53 week versus 53 week or 14 week versus 14 week  
comparison periods. They include each store’s revenue for that part of the current period that falls at least 14 months after it opened compared with its revenue for the 
corresponding part of FY23.

5
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
2
New B&M UK stores: An increased store target  
to not less than 1,200 B&M UK stores
We now expect to reach not less 1,200 B&M stores in the UK, which represents at least a 60% increase in 
store numbers compared to the year end. At our current pace of openings this represents over ten years 
of growth in store numbers. With new stores tending to be bigger than the existing average and with 
a higher proportion expected to have garden centres, the underlying growth in sales is expected to be 
greater than the 60% increase in store numbers. 
New stores bring increases in volume and our plans to open 45 stores per annum over a three-year 
period will add 20% more volume to the Group. This brings benefits to buying, productivity gains and 
cash-generation. Payback on new stores tends to be less than a year, so the more stores we open the 
better the cash-generation. We will always open in a controlled, disciplined manner, and we will not 
put a strain on the operational and support functions of the business. The quality of our openings is 
paramount rather than opening a larger number of stores in any given year.
In conjunction with our new store openings, we will continue to refresh and update our existing store 
estate. Where the opportunity arises, we will replace older, legacy stores that are at the end of their 
lease with newer, larger stores, often with a small garden centre attached. This will result in square 
footage growth (a key driver of sales) outpacing growth in store numbers.
3
France will provide growth for many years to come
In terms of size and wealth, France has a similar population to the UK, where we target to have over 
1,200 stores. The UK estate sets a relevant benchmark for the potential scale of the French estate over 
the long-term. As we gently increase our store opening programme, France will provide many years of 
profitable growth.
We have transformed France in recent years since acquisition and all stores operate under the B&M 
fascia. We continue to grow our FMCG ranges in France which helps drive sales densities and provides 
a “halo effect” for our General Merchandise offer. Pricing is highly competitive and profitability is good, 
with a strong underlying profit margin. We will continue to evolve the offer and expect sales densities 
and our EBITDA margin to improve over the long-term.
4
Heron offers growth and offers other benefits  
to the core business
Heron is our discount convenience store operation, based primarily in the North of England 
and the Midlands in neighbourhood locations. Average size of our stores stands at 3,000 
sq. ft. which means the majority are classified as convenience stores and can trade for more 
than six hours on a Sunday. Over recent years, the offer has been refined to include more 
ambient and fresh products and this has resulted in a step change in total sales and sales by 
broad category. Space for the enhanced ranges was created by merchandising the traditional 
frozen food offer more intensely, which allowed us to remove freezers, reduce operating costs 
and reduce the capital cost of new stores. By merchandising more intensely, we were able to 
maintain frozen sales volumes while adding substantial sales in new areas.
Heron offers considerable long-term potential through the store roll out and we are currently 
opening around 20 stores per annum. The market leader in convenience stores in the UK has 
over 2,000 outlets. There is no reason why Heron with its discount offer cannot rollout across 
the UK and substantially increase its numbers over the long-term in the UK.

6
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Business model
A disruptive, agile and low-cost  
business model capable of responding  
to changing conditions
Our business model is to directly source a targeted limited range of best-selling FMCG and General 
Merchandise products at the best prices we can. We pride ourselves on being an Everyday Low Price 
(“EDLP”) retailer with a relentless focus on maintaining excellence in operational standards and an 
Everyday Low Cost (“EDLC”) operating model.
Targeted grocery offering
SKU discipline
Compelling non-grocery  
offering
Disruptive sourcing  
process
Cost efficiency
Format flexibility
Seasonal flex
No online channel
Stakeholder  
outputs
Business  
strengths
Corporate social 
responsibility
	 See CSR report on page 30  
for more information
Risk 
management
	 See Principal risks on page 23 
for more information
Financial 
performance
	 See Financial review on page 18 
for more information
Our business model is underpinned by:
Differentiated operating model

7
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
Business strengths
Stakeholder outputs
Underpinned by our ESG strategy
Scale & convenience
Our network of over 1,200 stores across the UK and France are found in 
convenient locations in modern retail parks, popular town centres and 
on high streets. They are located in places close to where people live and 
work, making them easily accessible for customers.
Well-invested infrastructure
We have a modern and scalable infrastructure to support the operations 
and growth of the business. B&M has five distribution centres in total 
including our largest in Bedford, in the South of England, which opened 
in FY20 providing a further one million sq. ft. of warehouse capacity 
to complement the existing B&M UK distribution centres. In addition, 
Heron Foods and B&M France also have their own dedicated distribution 
centres, meaning the Group is well positioned to continue our store rollout 
programme across all fascias and territories.
Strong brand reputation
The B&M and Heron Foods names are established brands in the UK, having 
a strong reputation for delivering consistently great value on the products 
people regularly buy for their homes and families. B&M has a strong social 
media presence with over 1.5 million Instagram followers that allows the 
business to reach a vast amount of people with targeted price and product 
messages – affirming the B&M brand as one of the leading UK retailers in 
the market. In France, there is growing awareness of the B&M brand and the 
customer response to recent product changes has been very positive. With 
discount shopping continuing to become more socially accepted, there are 
opportunities to attract new customers whilst retaining the loyalty of existing 
customers in the years ahead. 
Skilled colleagues
Developing products and ranges to provide great value whilst being fresh 
and on-trend takes skill, experience and discipline. We have colleagues 
with many years of experience in their respective product markets, many of 
whom have worked previously as buyers and merchandisers with category 
specialist competitors. By working collaboratively across different teams 
and with an entrepreneurial flair in keeping with the B&M culture, we are 
able to provide customers with the products they want at value prices all 
year round.
Strong supplier relationships
Maintaining our competitive value-led price model is also about 
developing strong long-term supplier relationships, who we regard very 
much as partners. Many of our suppliers have grown alongside us over 
several years and they value our simple, transparent pricing and efficient 
way of working. With our focus on only stocking the best-selling products 
and constant newness an important feature of the proposition, this creates 
opportunities to welcome new suppliers in to our business. 
Governance & risk management
Our corporate governance and risk management approach is geared 
toward ensuring we have effective, robust structures and processes in 
place. Our Non-Executive Directors have many years of experience in retail 
and consumer product businesses. They provide constructive challenge 
to our management team to help ensure we operate our businesses and 
manage risk appropriately and in the interests of all stakeholders.
Value to customers
Our purpose is about delivering great value to customers so they keep 
returning to our stores time and time again. Helping customers to spend 
less on the things they buy regularly for their homes and families all 
year round is what our business model is designed to constantly deliver. 
Given the current cost-of-living crisis showing no signs of easing and the 
ongoing macroeconomic uncertainty, value for money is likely to become 
increasingly important for many consumers in the years ahead, making the 
B&M proposition highly relevant.
Colleague progression
Our colleagues are crucial to the ongoing success of the business, be that 
in our central support teams, those working in our logistics network or 
store colleagues providing great customer service every day. In keeping 
with our values, we take pride in being an innovative and exciting place for 
colleagues to work, grow and develop to their full potential. Our continued 
growth creates new job opportunities in the communities where we trade 
and there are always progression opportunities for colleagues throughout 
the business to build long-term, successful careers.
Suppliers as partners
The continued growth of B&M also benefits our suppliers. We have long-
standing trading relationships with a number of the leading household 
brands across food and FMCG. We have several exclusive brands and other 
branded General Merchandise product ranges. We are proud to partner 
with these brand names for the mutual success of our respective businesses. 
We are always interested in adding new brands to our ranges and our 
continued growth gives potential for suppliers to grow alongside us, further 
strengthening these relationships.
Investment in communities
Our store opening programmes target areas where we are under-
represented or not represented at all, using our flexible store formats to suit 
the relevant locality. Each time we open a new store, we create new jobs in 
the local community whilst at the same time providing convenient access to 
our value-for-money offer.
Returns for investors
Our characteristics of low capital-intensity and high-returning cash-
generative growth is a relatively rare and powerful combination in bricks 
and mortar retailing. These characteristics contribute to the sustainability 
of our business model, which enhances our ability to provide continued 
growth and attractive returns to investors.

8
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Chairman’s statement
Peter Bamford
Chairman
 “Relentless focus on 
delivering a simple 
and clear strategy.”
While the Annual Reports of many companies 
will feature themes of major change 
programmes, B&M is quite different. It’s 
success is built on a consistent and relentless 
focus on delivering a simple and clear strategy.
When I became Chairman of B&M in March 
2018 it was a retail business with a distinctive 
entrepreneurial culture and a simple 
commercial model focused on delivering 
great products and everyday low prices to its 
customers, highly profitable growth and strong 
returns to its shareholders, and opportunities 
for growth and development for its people. 
Earlier this year, I took the difficult decision 
to retire from this role. In the last six years, 
while Group adjusted EBITDA1 (pre-IFRS 16) has 
more than doubled and store numbers have 
significantly increased, B&M is pretty much 
the same robust business as it was in 2018 but 
with even better operational execution and a 
broader and deeper leadership team. 
Through all the uncertainties and challenges 
of COVID, the economic environment, global 
political events and competitor activity, B&M’s 
management team, led by two exceptionally 
talented CEOs, have relentlessly delivered 
an excellent customer proposition and 
disruptive commercial model. My contribution 
to this has been to lead the Board in a way 
that has allowed management to retain the 
simplicity of the model and a sharp focus on 
the basics of the business while ensuring 
that the governance requirements are met 
and all of the checks and balances are in 
place. Succession for all of the key Board roles 
including CEO and CFO has been completed 
without any adverse impact on the Company’s 
growth and financial trajectory.
Over the last year, Alex Russo and his team 
have continued to improve and refine all 
aspects of B&M operations, ensuring that our 
product range responds to changing customer 
needs and that we continue to deliver everyday 
low prices through buying well and keeping 
our business systems and processes simple 
and efficient. Group adjusted EBITDA1 (pre-IFRS 
16) of £629m this year more than matched the 
exceptional COVID peak of FY21 (£626m) and 
has expanded dramatically since FY18 (£279m).
1.	
Adjusted values are appropriate to exclude unusual, 
non-trading and/or non-recurring impacts on 
performance which therefore provides the user of the 
accounts with additional metrics to compare periods 
of accounts. See notes 2, 3 and 4 of the financial 
statements for further details.

9
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
Store openings in B&M UK, helped by the 
addition of up to 51 new Wilko stores, have 
accelerated and returned to levels seen 
earlier in the Company’s development. The 
store pipeline for the next two years remains 
strong and the long-term potential is now 
over 1,200 stores. Importantly, the new stores 
are performing very well. In B&M France, the 
foundations for long-term growth continue to 
be established. Also, on a strategic front, good 
progress continues to be made in executing 
our ESG programme.
As I noted above, Alex has continued  
to enhance the management team with 
both external hires and the promotion and 
development of internal talent. The Company 
is well positioned for future growth. More 
broadly, we know from our staff engagement 
surveys that the B&M team is exceptionally 
motivated and proud of our Company. 
The Board has also continued to evolve 
and develop. During the last year Tiffany 
Hall succeeded Ron McMillan as Senior 
Independent Director and Oliver Tant 
succeeded him as Chair of the Audit & Risk 
Committee. Hounaïda Lasry joined as a Non-
Executive Director on 22 September 2023 and 
Nadia Shouraboura joined as a Non-Executive 
Director in May, subject to shareholder 
approval. These appointments considerably 
increase the diversity of the Board and broaden 
its experience base.
Ron will retire from the Board at this year’s 
Annual General Meeting (“AGM”) after ten 
years as Director, having served continuously 
since the IPO in 2014. He has seen B&M 
through its development as a PLC and has 
played a key role in ensuring good governance 
while preserving the Company’s unique 
entrepreneurial culture. I would like to thank 
him for his contribution and support. 
The Board has continued to function well.  
We carried out an externally facilitated review 
in October which confirmed this. The key 
area for improvement identified was better 
communications between the CEO and the Non-
Executive Directors. This has been addressed.
I am delighted that Tiffany Hall is to be the 
next Chair of B&M. I have enjoyed working 
with her over the last five years and she has 
demonstrated a clear understanding of B&M 
and the skills required to lead the Board in 
the future. I wish Tiffany and all at B&M every 
success in the future.
On behalf of the Board, I would like to thank 
everyone who works at B&M for their hard 
work and commitment in ensuring that our 
customers have the best possible products and 
value for money available to them every day. 
Peter Bamford
Chairman
4 June 2024 

10
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Market overview
Profitable, cash-generating 
growth
We remain focused on delivering profitable, cash-generating growth for our 
shareholders. This is achieved by serving our customers well with everyday 
low prices and relevant product ranges, by working closely with our partners 
in our supply chain and by providing our employees with a good working 
environment and the opportunity to progress within our organisation. As an 
EDLP retailer, we must operate with an Everyday Low Cost (“EDLC”) model. We 
do this in an ever more competitive market, where costs continue to rise and 
where economic and geopolitical uncertainty abounds. 
General trends
Many retailers continue to find it tough and 
the last financial year has seen a number of 
medium sized retailers fail. Numerous profit 
warnings have been issued by a wide variety 
of retailers and over 10,000 stores closed and 
120,000 jobs lost in the retail industry1. Against 
this competitive and difficult background for 
retailers and consumers, B&M has prospered, 
delivering volume-led sales growth and growing 
profit margins.
This uncertain economic background continues 
to favour a low-cost financial and operational 
model, and the widely-observed structural shift 
to discounting by consumers also continues. 
B&M is therefore benefitting from cyclical and 
structural factors as consumers search for 
better value, and this trend by consumers is 
set to continue for many years to come, as 
identified in a report published by the Retail 
Sector Council last year2.
There has been some alleviation in the cost-
of-living crisis, but despite some more positive 
data points in recent months, we observe that 
many consumers are still facing significant price 
increases in a range of areas (e.g. mortgage 
payments, council taxes, telecommunication 
charges and car insurance) and real 
discretionary incomes are still some way below 
peak levels. However, as stated above, we 
believe price wins, and never more so than 
when consumers are being squeezed and feel 
worse off, and we see the current market as an 
opportunity to capture profitable volume share. 
The UK shopper remains focused 
on in-store experiences
Despite the closure of many stores over recent 
years, the UK consumer remains predominantly a 
store-based shopper. As of December 2023, the 
ONS estimated that 73% of UK retail sales were 
made through physical stores2. Although many 
high streets are suffering, retail parks and some 
shopping centres continue to prosper and these 
are the areas where our new stores are targeted. 
Many column inches have been written on the 
growth and potential threat of retailers that take 
orders online, but in many retail sectors the 
concept remains unproven with low returns on 
capital or even losses, that the stores channel 
must subsidise. This is especially so for low-
ticket, heavy/bulky items that need bundling to 
give a meaningful total basket and are hard to 
distribute. Such items account for the majority of 
what we sell. By remaining focused on price and 
the in-store experience, we have performed 
well against the largest of online retailers, as 
well as specialists. Since the first lockdown in 
2020, we have grown sales by nearly 44% and 
opened 150 net new stores. The UK remains a 
nation of bricks and mortar shoppers, even if 
the type of shop and type of location continues 
to evolve. There will always be new entrants and 
companies exiting the market and we welcome 
all forms of competition. We remain rational and 
focused on executing our proven value-creating 
business model, and with a UK market share3 of 
only 2% we see significant opportunities within 
the physical retail market. 
B&M UK in numbers
741
Number of B&M UK stores
1,200
B&M UK stores target
5 million
UK shoppers every week

11
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
Competitive environment
The retail industry remains tough, as evidenced 
by the plethora of profit warnings and retail 
failures over the last 12 months. Retailers have 
been squeezed by high-cost inflation and by 
subdued demand leading to limited volume 
growth across the market. In 2023 in the UK, 
according to the ONS, the value of retail sales 
increased by 5.2% to £470bn, however the 
volume of retail sales fell by 2.6%4. Furthermore, 
the retail industry has been hit hard by wage 
inflation, with the minimum wage increasing 
by c.20% over a two-year period. Outside of 
costs of goods sold, labour is the biggest single 
cost for most retailers, so increases in labour 
costs hit home hard and can have unintended 
consequences. In 2023, 120,000 jobs were lost 
in retail with 10,000 store closures1.
At B&M, we continue to expand and we 
continue to deliver strong volume gains, 
from LFL5 sales and from our store opening 
programme. This programme underwent a 
step change in the fourth quarter of FY24 when 
we opened 25 stores. In this current financial 
year, we will open at least 45 gross new stores 
and a similar amount next year. The resulting 
substantial increase in our volumes will help 
offset high-cost inflation, such as labour 
inflation, in a way that is not open to many of 
our competitors. Of course there are many 
other productivity gains that result from volume 
growth, such as improved supplier relations, 
buying power and pushing more volume 
through the same infrastructure and logistics 
network. We are better positioned than most to 
deal with a challenged retail environment.
Supermarket industry
FMCG account for around half of our sales and 
our main competitors are the comparatively 
much larger, competitors are the mainstream 
supermarkets. The supermarket industry 
continues to be in a state of flux, with the 
continued growth of limited assortment 
discounters, two major operators having 
moved into private-equity ownership and with 
several other food retailers under pressure. The 
response by some, appears to have been to 
reduce operating cost spend through reduced 
staff hours in store, leading to a deterioration of 
store standards, including product availability. 
At B&M, best-in-class standards is a must for 
our managers. With our EDLP offer and EDLC 
model, we remain well positioned to continue 
taking advantage of the competitive situation 
– that a number of competitors cross subsidise 
home delivery services with higher prices in 
store, only adds to our strong strategic position 
in pricing.
General Merchandise retailing 
General Merchandise accounts for the other 
half of our sales. Key categories include 
toys, DIY, home furnishings and garden. We 
currently have 247 stores with garden centres, 
making us the second largest operator in this 
market.
Unlike many retailers in General Merchandise, 
much of our sales are non-discretionary. Toys 
at Christmas, essential DIY maintenance and 
small ticket items like phone charging cables 
and storage boxes are non-discretionary home 
items. Similarly, at any one point in time there 
are people setting up their home, moving 
house or going to college, and for these 
groups of consumers, buying furnishings, 
bedding and kitchen/dining is essential. It is 
hard to categorise exactly the split between 
discretionary and non-discretionary, but non-
discretionary is greater than many might think. 
This reduces the cyclicality of our business and 
puts us in a strong strategic position.
The future for discounting  
is bright
We remain a highly complementary shop to 
the two German discount operators, which 
together have c.17% market share6. There is 
little overlap between what they sell (e.g. fresh, 
chilled, frozen and own label) and our branded 
ambient offer. It is no surprise therefore that 
some of our best performing stores are co-
located or located nearby to one of these  
two discounters.
B&M remains the UK’s largest variety discount 
retailer, but it is not the only one. There are 
several competitors in this arena, but it would 
be a mistake to think that we are inhibitors to 
each other’s growth. In a growing segment, 
which the consumer does not see as a discrete 
segment, there is plenty of room for growth.
Discount retailing is a structurally growing 
market. B&M is well positioned and remains 
a rollout story with very substantial long-term 
potential. With a low capex model and rapid 
growth, we are a substantial cash generator. 
We have returned £1.8bn to shareholders 
over the last four financial years7 and will 
continue to generate cash and distribute it to 
shareholders going forward. In a challenged 
retail environment, few companies will be able 
to make this claim.
1.	
“120,000 retail jobs lost in 2023”, Retail Gazette, 8 January 2024.
2.	 “Retail – The Great Enabler”, Retail Sector Council, July 2023
3.	 Figures are based on external market research on the size of the relevant market in 2023. Market share is calculated by reference to UK revenues in FY24, whilst the market size 
estimate will include spend on categories where B&M and Heron Foods do not participate but is presented here for illustrative purposes.
4.	 Retail sales index, Office National Statistics.
5.	 One-year LFL revenues relate to the B&M UK estate only (excluding wholesale revenues) and are based on either 53 week versus 53 week or 14 week versus 14 week comparison 
periods. They include each store’s revenue for that part of the current period that falls at least 14 months after it opened compared with its revenue for the corresponding part of 
FY23.
6.	 Kantar market share data – 12 weeks to 18 February 2024.
7.	
Based on ordinary and special dividends paid in FY21 to FY24.

12
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
In depth
Store growth
New long-term store opening 
target provides clear runway  
of growth ahead
By the end of FY24, we successfully opened 47 gross new B&M UK stores, 
20 gross new Heron Foods stores in the UK and 11 gross new B&M France 
stores. This growth underscores the ample opportunity ahead, across all 
three businesses in the UK and France, through our store rollout strategy. 
FY24’s 47 gross new B&M UK store openings 
brought our annual expansion rate back 
towards pre-COVID levels and has provided us 
with an additional one million sq. ft. of sales 
space. B&M has demonstrated remarkable 
growth over the last 20 years, since the Arora 
family acquired 21 stores in the North West 
of England. Currently, the Group operates a 
UK-wide 741 B&M store chain, together with a 
further 335 Heron Foods convenience stores 
and 124 B&M France stores. 
B&M UK map of stores per capita, April 2024
B&M UK stores by region
England
576
Scotland
84
Wales
48
Northern Ireland
33

13
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
There remains a substantial opportunity 
for future new store expansion in both the 
UK and in France. In the UK, this year we 
raised our total store target to not less than 
1,200 B&M UK stores, which underlines the 
large-scale opportunity for further expansion. 
Underpinning this total store target, we have 
updated our analysis to factor in the significant 
sales densities that we now achieve. We 
also have significant ambition for our French 
operations. The population of France is larger 
than the UK, and hence we see the discount 
market opportunity as similar in scale. With 
only 124 stores currently, France offers ample 
headroom in the long term.
As a store-based retailer with a proven, 
profitable, high-returning business model, 
B&M thrives even in the challenging trading 
environment currently prevalent. The current 
competitive environment often frees up retail 
space, offering opportunities for new stores 
in previously untapped locations. The closure 
of competitors can also lead to increased 
market share and LFL1 growth in key product 
categories, driving higher return on space 
in our format and thereby broadening the 
potential list of new store opportunities.
During the year, the administration of Wilko 
allowed B&M to swiftly select and acquire up 
to 51 stores. These stores, primarily located 
in town centres in the Midlands and South of 
England, fill gaps in our representation in key 
locations. Although lacking garden centres, 
these stores are broadly similar in size with 
our existing estate and are quality locations 
to penetrate local markets effectively. With 21 
ex-Wilko stores opened this financial year, 
performance to date has been pleasing, 
supplementing our organic expansion plans 
while maintaining our principle of selecting 
high-quality locations.
Reflecting on a successful year, we remain 
confident in our ability to trade profitably across 
various store formats, with a robust short-term 
pipeline demonstrating our flexibility and 
effectiveness across town centres, shopping 
centres and retail parks nationwide.
B&M ex-Wilko store, Cathedral Lanes Shopping Centre, Coventry – opened February 2024
B&M Birmingham, The Fort Shopping Park – opened October 2023
1.	
One-year LFL revenues relate to the B&M UK estate 
only (excluding wholesale revenues) and are based 
on either 53 week versus 53 week or 14 week versus 
14 week comparison periods. They include each 
store’s revenue for that part of the current period that 
falls at least 14 months after it opened compared with 
its revenue for the corresponding part of FY23.

14
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Chief Executive’s review
Alex Russo
Chief Executive Officer
This has been a good year for the 
Group and is an inflection point 
for our store opening programme. 
We have delivered a record Group 
adjusted EBITDA1 (pre-IFRS 16) of 
£629m at a margin of 11.5%. This 
has been driven by a record year 
of revenues of £5.5bn, up 10.1%.
Critically, we have also maintained our 
discipline on ensuring growth translates 
into cash, with a further £348m declared as 
ordinary and special dividends, bringing the 
cumulative total of cash returns paid over 
the four years FY21-FY24 to £1.8bn2. With a 
significant acceleration in openings in our final 
quarter, and not less than 90 B&M UK store 
openings in the next two financial years, the 
future is exciting. 
Core to our strategy and financial performance 
has been our relentless focus on price integrity 
(EDLP) and high retail standards. Additional 
revenues were driven by our LFL3 growth of 
3.7% in our core UK business and by our new 
store openings that saw 47 gross new B&M 
stores open in the UK, 11 in France and 20 in 
Heron. Importantly, almost half of the B&M 
openings in the UK were in the fourth quarter, 
meaning the majority of the benefits to sales, 
cash and profits will be felt in the current 
financial year. The quality of our LFL3 growth 
remains high, being driven by higher volumes 
and positive customer transactions. This is a 
result of our price position, our merchandising 
optimisation and our operational standards. 
The progress in our LFL3 sales comes alongside 
the strong performance of our new store 
openings that are generating accretive sales 
densities.
Whilst FY24 was a good year, we are excited by 
the future. We will deliver our stated plans for 
new store growth, driving sub 12 month cash 
paybacks. We will maintain our operational 
execution discipline in existing stores. We will 
remain everyday low price and that means 
a focus on everyday low costs (“EDLC”) as we 
continue to mitigate inflation and protect our 
customers wallets.
Store opening programme  
supports future growth
During the financial year we announced a new, 
long-term store target of not less than 1,200 
B&M UK stores, a significant increase from the 
950 we had guided to previously. With just 741 
stores currently, we have many more years of 
profitable, cash-generating growth ahead.
Alongside this update to our long-term target, 
we also announced an acceleration in our 
short-term opening programme, to at least 45 
stores per annum over a three-year period. 
During FY24, the first year of this programme, 
we have opened 47 stores. Net of a small 
number of closures/replacements, we finished 
the year with 741 stores, an increase in store 
numbers of c.5% versus the start of the year.

15
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
The acceleration in our openings is under-
pinned by the acquisition of up to 51 stores 
from Wilko. We moved rapidly as we carefully 
selected the stores we wanted, renegotiated 
leases and are now opening these stores 
at speed. Many of these stores are in new 
areas for B&M or are in catchments where 
we are under-represented. Of the 25 B&M 
UK stores we opened in the fourth quarter of 
FY24, 21 were former Wilko stores, and I am 
pleased to report that these stores, in common 
with other new stores, are delivering strong 
sales densities. We intend to maintain our 
momentum and in the first quarter of FY25, 
also expect to open between 15 to 20 B&M 
UK stores, many of which will be former Wilko 
stores.
The positive impact of the opening programme 
should be noted. A new store’s sales represent 
100% volume growth, so over the next three 
years, this opening programme will generate 
substantial additional volume. LFL3 volume 
growth will continue to increase total volume 
growth further. 
LFL3 sales growth will augment  
new store sales growth
Although our B&M UK fascia growth is pivoting 
to a higher proportion of total volume growth 
being driven by new stores, this is not at the 
expense of our LFL3 growth performance. LFL3 
sales, from share gain and market growth 
are expected to contribute to total volume 
growth going forward, as they always have. 
We will maintain and improve availability and 
operational disciplines and we will reward our 
local store managers for retail excellence and 
hard work through our management incentive 
programmes. Our store managers and team 
are responding exceptionally well.
We will remain highly disciplined in making 
sure our existing and new stores are as 
good as they can be, with industry-leading 
standards and pricing. Total volume growth will 
help ensure we continue to drive substantial 
profit growth and increased cash generation, 
and that volume growth will be driven by new 
and existing stores. The combined benefit 
of these two channels of volume growth is 
considerable.
Industry-leading volume growth with 
disciplined cost control
Our sustained volume growth is improving our 
relationships with FMCG branded suppliers by 
reinforcing our position as the fastest growing 
major customer for many. It is also improving 
further our relationships with suppliers in the 
Far East (where there is excess capacity) and 
this is helping drive increased productivity as 
we increase our volume through a broadly 
unchanged infrastructure. 
Value creation in retail requires not only 
growing volume but also control of the 
underlying cost base. Despite industry-wide 
cost headwinds, we work to deliver on this 
fundamental aspect every day. We have faced 
challenges from increases in the minimum 
wage and energy costs. But through our 
volume gains, delivered by strong LFL3 growth 
and through new store openings, we have 
been able to weather these pressures and 
deliver a step change in our adjusted EBITDA1 
(pre-IFRS 16) margin compared to pre-
pandemic levels. Once again, I reiterate our 
long-term margin guidance, which is to deliver 

16
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
adjusted EBITDA1 (pre-IFRS 16) margin for B&M 
UK between 12-13%, for B&M France to grow 
over time above 10% and for Heron to stay 
above 6%. 
Strategic actions underpin gross  
margin gains, while pricing remains 
market leading
The step change in the adjusted EBITDA1 
(pre-IFRS 16) margin has been achieved by 
substantial sales growth (over 40% higher 
sales compared to 2020), through strict cost 
control (head office size and distribution 
capacity are largely unchanged) and through a 
managed increase in our gross margin as the 
business has grown and evolved. Importantly, 
this improvement in the gross and adjusted 
EBITDA1 (pre-IFRS 16) margin has been delivered 
against a strong and improved price position. 
Our gross margin has improved due to 
better buying prices and mix benefit. Key 
driving factors include better store execution 
that captures incremental margin-accretive 
product sales without increasing store costs. 
Our range evolution and exiting categories 
such as big-ticket furniture and frozen food, 
improves both sales densities and gross profit. 
We also leverage our market-leading volume 
growth in branded FMCG products and Far East 
sourced General Merchandise. These changes 
underpin the long-term EBITDA position.
France offers very significant potential
Our French business has operational 
momentum and we will continue to grow it 
in a disciplined way, driving increased sales 
densities. Once again France delivered strong 
LFL3 growth, the number of openings increased 
and delivered an adjusted EBITDA1 (pre-IFRS 16) 
margin of 9.1%.
Moving forward, we will continue to deliver 
incremental volume growth from the twin 
channels of new and existing stores. We will 
increase the rate of openings in a disciplined 
way and will increase the FMCG range which 
will drive footfall and LFL3 sales growth further. 
Over the medium term, we expect the adjusted 
EBITDA1 (pre-IFRS 16) margin to reach at least 
10% and we will grow revenues with discipline. 
The potential for store openings in France 
remains very high. France has a similar sized 
population to the UK, where we have targeted 
at least 1,200 stores. The long-term number of 
stores in France remains a multiple of the 124 
stores we operate today.
Chief Executive’s review continued

17
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
Heron Foods contributes  
well to the Group
Heron is our discount convenience format 
business and although it is a small business, 
with just £560m turnover, its adjusted EBITDA1 
(pre-IFRS 16) margin is sector leading. Heron’s 
success is built upon differentiated sourcing, 
strict cost control, targeted store footprints and 
excellent retailing and logistics skills. There is 
cross fertilisation between Heron and our other 
businesses, which helps us optimise our sales 
densities across the Group.
We will continue to open around 20 Heron 
stores per year to deliver growth from this 
programme as well as our existing estate.
Competitive position
The retail industry remains challenged by 
regulatory and macro pressures. In the last 12 
months a number of retailers have failed and 
a significant number of others have issued 
one or more profit warnings. In this context, 
we delivered increased profits and cash 
generation, and have this year exceeded our 
“lockdown” peak of £626m adjusted EBITDA1 
(pre-IFRS 16). There are very few companies 
which were “lockdown winners” and who 
have sustained their competitive progress 
post-pandemic. In FY20, our adjusted EBITDA1 
(pre-IFRS 16) was £342m compared to £629m 
in FY24. In the last five years, we have delivered 
83.9% EPS earnings growth – equivalent to 
an annual compound earnings growth of 
over 12%. On top of this, between FY21 to 
FY24 we have returned £1.8bn of cash to our 
shareholders. If shareholders had reinvested 
those dividends in our shares at the time the 
dividends were returned, they would have 
seen the equivalent of an annual compound 
earnings growth of over 17%.
The success of our new stores, our continued 
volume growth and improved sales densities 
show that we are as competitive as ever and 
we have plenty of runway ahead. The growth 
of discounting is a global trend and we remain 
a rollout opportunity into structural change. We 
will continue to take sales and market share, 
but we will only ever do so in a disciplined and 
profitable manner.
Over the medium and longer term, future 
volume gains will help insulate us against cost 
pressures in a way that most of our competition 
do not possess. We remain a compounding, 
profitable, cash-generating business with a 
platform for future growth.
A thank you to our Chairman,  
the management team and  
to all colleagues
Later this year we will see our Chairman, Peter 
Bamford, retire after six years. He has chaired 
the Group through some of the most uncertain 
times in recent history and has overseen the 
transition from a founding CEO to me. He has 
done this with an unerring view of what is right 
for all our stakeholders. I wish to thank him for 
his unwavering support and guidance on both 
a personal and professional basis. I wish Peter 
all the very best for the future. I have thoroughly 
enjoyed working with him.
I would also like to extend my thanks to the 
broader management team and to all of our 
colleagues. We have again delivered high-
quality results in a tough retail market. We have 
been able to deliver these results thanks to 
the hard work of the team – everyone from the 
shop floor upwards. 
Alex Russo
Chief Executive Officer
4 June 2024
1.	
Adjusted values are considered to be appropriate to exclude unusual, non-trading and/or non-recurring impacts on performance which therefore provides the user of the 
accounts with additional metrics to compare periods of accounts. See notes 2, 3 and 4 of the financial statements for further details.
2.	 Based on ordinary and special dividends paid in the years FY21 to FY24.
3.	 One-year LFL revenues relate to the B&M UK estate only (excluding wholesale revenues) and are based on either 53 week versus 53 week or 14 week versus 14 week comparison 
periods. They include each store’s revenue for that part of the current period that falls at least 14 months after it opened compared with its revenue for the corresponding part  
of FY23.

18
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Financial review
Mike Schmidt
Chief Financial Officer
New and existing 
stores driving  
volume growth
The current accounting period represents the 
53 weeks trading to 30 March 2024 (“FY24”) 
and the comparative period represents the 52 
weeks to 25 March 2023 (“FY23”). 
Group revenues in FY24 increased by 10.1% 
year-on-year (“YoY”), (+10.1% on a constant 
currency basis1), driven by volume growth and 
positive LFL2 performance across the three 
businesses. 
The extra week in the FY24 trading period 
relative to FY23 added 2.3% to Group revenue 
growth YoY whilst also benefitting from higher 
trading due to the early Easter timing. This 
seasonal Easter trading benefit will not occur in 
FY25 as a result.
Group adjusted EBITDA3 (pre-IFRS 16) increased 
by 9.7% to £629m (FY23: £573m), representing 
a margin of 11.5% (FY23: 11.5%). This reflects 
volume-led revenue growth, with the cost 
leverage and productivity gains of higher 
transaction numbers helping reduce cost-to-
sell percentages. Group adjusted operating 
costs on an underlying basis3,6 decreased as a 
percentage of revenues from 25.5% to 25.4%.
Group adjusted operating profit3 increased by 
10.9% moving in line with the above. We have 
continued to invest in our store estate and have 
60 net more stores across the Group, as such total 
depreciation and amortisation increased by 6.4%.
The extra week added £13m to Group adjusted 
EBITDA3 (pre-IFRS 16) and £12m to Group 
adjusted operating profit3.
Fascia overview
B&M UK
In the B&M UK fascia4 business, total 
revenues increased by 8.5% to £4,410m (FY23: 
£4,067m), with LFL2 revenues up 3.7%. This was 
underpinned by volume growth driven from our 
new store opening programme and positive 
LFL2 customer transactions.
LFL2 revenues grew in every quarter YoY. The 
first half of the year saw LFL2 revenues up 6.2%, 
split between 9.2% in Q1 and 3.1% in Q2. Against 
relatively more challenging comparatives, LFL2 
revenues maintained their positive trend across 
the second half seeing 0.6% growth in Q3 and 
2.9% in Q4. We are pleased to see an increase 
in LFL2 customer transaction numbers and 
our sales participation between FMCG and 
General Merchandise remains balanced and 
in line with our expectations. 

19
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
There were 47 gross new store openings in 
the year. More than half of our store openings 
came in the fourth quarter, with 21 of these 
being former Wilko stores. We are pleased with 
the early performance of these stores along 
with all other new store openings in the year. 
B&M UK revenues also included £30m of 
wholesale revenues (FY23: £37m). The majority 
of wholesale sales are to our associate Centz 
Retail Holdings Limited, a chain of 53 variety 
goods stores in the Republic of Ireland, which 
increased its proportion of FMCG sourcing from 
within the EU market.
Our trading gross margin5 rose 46 bps YoY to 
36.3% from 35.8%. This reflected a reduction 
in freight rates and strong sell-through across 
both FMCG and General Merchandise, 
resulting in largely only planned markdown 
activity this year. Statutory gross margin 
increased 120 bps to 36.9% from 35.7%, 
benefitting from favourable foreign exchange 
hedge accounting in the current year and 
non-recurring storage costs recorded in the 
comparative. 
Adjusted operating costs on an underlying 
basis3,6 were well controlled representing 24.0% 
of revenues compared to 24.4% in the prior 
Group financial performance
£’m
FY24
FY23
YoY Change
Revenue
5,484
4,983
10.1%
Adjusted EBITDA3 (pre-IFRS 16)
629
573
9.7%
Adjusted EBITDA3 (pre-IFRS 16) margin
11.5%
11.5%
(3) bps
Depreciation and amortisation (pre-IFRS 16)
(82)
(76)
6.9%
Operating profit impact of IFRS 16*
67
57
17.0%
Adjusted operating profit3
614
554
10.9%
Adjusting items3
(7)
(19)
(63.3)%
Statutory profit before interest and tax
607
535
13.5%
Finance costs relating to right-of-use assets 
(69)
(61)
13.8%
Other net finance costs 
(40)
(38)
3.3%
Statutory profit before tax 
498
436
14.1%
* Includes depreciation on right-of-use assets of £176m – FY24 total depreciation and amortisation was £258m (FY23: £242m).
year. Given the 9.7% increase in the national 
living wage hourly rate that was absorbed in 
the period, this reduction in our cost-to-sell 
percentage reflects cost leverage and productivity 
gains from sales volume growth, together with a 
continued focus on cost discipline.
We are an EDLC retailer that operates with a 
low fixed cost base and double-digit adjusted 
operating profit3 margins. This operating 
model allows us to benefit materially from 
volume growth from either new store openings 
or LFL2 trading. It is total volume growth that 
leverages our central cost base, offsetting 
inflationary impacts, and results in an increase 
in operating profits at the sustainable 12-13% 
adjusted EBITDA3 (pre-IFRS 16) and adjusted 
operating profit3 margins that we consistently 
guide to. 
Adjusted EBITDA3 (pre-IFRS 16) increased by 
10.5% to £556m (FY23: £503m), with margin 
increasing by 23 bps to 12.6% (FY23: 12.4%) and 
demonstrating the benefit of volume-driven 
revenue growth. Adjusted operating profit3 was 
£548m (FY23: £498m) with a margin of 12.4% 
(FY23: 12.3%).
Statutory profit before interest and tax for the 
year was £548m (FY23: £498m).
B&M UK LFL2 revenue reconciliation
£’m
2024
2023
1-year 
Change
Like-for-like2 revenue (53 weeks basis)
4,843
4,672
3.7%
Like-for-like3 sales recorded in week one of FY24
–
(85)
Online trial
–
6
New stores after 25 March 2023
140
–
New stores prior 25 March 2023
133
53
Closed stores
1
59
Gross segment revenue
5,117
4,705
VAT/Commission income
(737)
(675)
Wholesale revenues
30
37
B&M UK revenue
4,410
4,067
8.5%
B&M France
Total revenues increased by 19.2% to £514m 
(FY23: £431m). The business continues to 
improve sales densities – with the majority 
of the LFL2 revenue growth performance 
being driven by positive customer transaction 
numbers. 
It has been another disciplined and controlled 
year of store openings with 11 gross new 
store openings and one relocation. All new 
stores are performing in line with or above our 
assumptions and continue to demonstrate the 
potential for the B&M brand to trade effectively 
in a wide range of geographies and formats. 
Adjusted operating expenses on an underlying 
basis3,6 as a percentage of revenues reduced 
from 35.9% to 35.3% reflective of cost leverage 
from increased sales volumes. 
Adjusted EBITDA3 (pre-IFRS 16) increased to 
£47m (FY23: £41m) representing an adjusted 
EBITDA3 (pre-IFRS 16) margin of 9.1% (FY23: 
9.6%). This is a 64 bps increase compared to 
an underlying margin of 8.5% in FY23, which 
excludes c.£5m of one-off government support 
received at the start of the prior period, as 
previously reported. Adjusted operating profit3 
was £49m (FY23: £38m) with a margin of 9.5% 
(FY23: 8.8%).
Statutory profit before interest and tax for the 
year was £49m (FY23: £38m).
Heron Foods
Total revenues grew by 15.3% to £560m (FY23: 
£485m) representing another excellent year. 
We remain committed to offering our customers 
convenient, great value and quality products at 
a competitive price point. We continue to see an 
increase in both LFL2 customer transactions and 
basket value YoY. 
There were 20 gross new store openings in the 
year with one relocation and three closures. 
Adjusted operating expenses3 as a percentage 
of revenues reduced from 26.1% to 25.4%. 
Adjusted EBITDA3 (pre-IFRS 16) increased by 
21.3% to £36m (FY23: £30m), a result that is 
testament to the execution and cost control 
demonstrated by the Heron team. Our margin 
of 6.4% (FY23: 6.1%) is sector leading. Adjusted 
operating profit3 was £27m (FY23: £19m) with a 
margin of 4.9% (FY23: 3.8%).
Statutory profit before interest and tax for the 
year was £27m (FY23: £19m).

20
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Adjusting items and central charges 
Adjusting items are excluded from our 
adjusted EBITDA3 (pre-IFRS 16) and adjusted 
operating profit3 performance by virtue of their 
size and nature to provide a helpful perspective 
of the YoY performance of the Group. Further 
detail on adjusting items can be found in 
note 3, starting on page 121 of the financial 
statements.
The growth in profit before interest and tax 
has moved in line with segmental trading 
offset partially by central charges within the 
corporate segment, including the management 
retention bonus accrual for the Group Trading 
Director, the Wilko acquisition costs and listing 
costs for our Luxembourg corporate entity. 
Net finance costs 
Adjusted net finance charges3 for the year, 
excluding IFRS 16, were £44m (FY23: £38m) due 
to increased rates on our new debt facilities. 
This included bank and high yield bond interest 
of £47m (FY23: £38m) and amortised fees of 
£2m (FY23: £2m).
The interest charge relating to lease liabilities 
under IFRS 16 was £69m (FY23: £61m).
Group tax
The tax charge in FY24 was £131m (FY23: £88m), 
primarily reflecting an increase in the UK 
corporation tax rate from 19% to 25%, effective 
from 1 April 2023, as well as due to an increase 
in profits year-on-year.
As a Group, we are committed to paying the 
right tax in the territories in which we operate. 
The B&M UK business paid taxes totalling 
£653m in FY24, including £234m relating to 
those taxes borne directly by the Company 
such as corporation tax, customs duties, 
business rates, employer’s National Insurance 
contributions, and stamp duty and land taxes. 
The balance of £419m are taxes we collect from 
customers and employees on behalf of the 
UK Exchequer, which includes Value Added 
Tax, Pay As You Earn and employee National 
Insurance contributions.
Adjusting items and central charges 
£’m
2024
2023
Profit before interest and tax
607
535
Costs in relation to the acquisition of Wilko stores
9
–
Online trial
–
2
Fair value of ineffective derivatives
(2)
17
Foreign exchange on intercompany balances
0
0
Adjusted operating profit3
614
554
Profit after tax and earnings per share
Statutory profit after tax was £367m (FY23: 
£348m) and the statutory diluted earnings per 
share was 36.5p (FY23: 34.7p).
Adjusted profit after tax3 (pre-IFRS 16), which 
is also reported to allow investors to aid their 
understanding on the operating performance 
of the business (see note 3 of the financial 
statements), was £370m (FY23: £366m), and 
the adjusted fully diluted earnings per share3 
was 36.8p (FY23: 36.5p).
Capital expenditure
Group net capital expenditure7 totalled £124m 
this year (FY23: £87m). Investment included 
£59m spent on 78 gross new stores across 
the Group’s fascias (FY23: £33m on 42 stores) 
and £27m on infrastructure projects to support 
the continued growth of the business (FY23: 
£16m). There was also investment of £34m 
on maintenance works to ensure that our 
existing store estate and distribution centres 
are appropriately invested (FY23: £40m). There 
was also a net expenditure of £4m relating to 
one freehold acquisition (FY23: net expenditure 
of £(1)m).
Post-tax free cash flow8 and net debt9,10
Post-tax free cash flow8 of £382m (FY23: 
£464m), represents a reduced YoY, caused 
by higher tax payments and increased 
capital expenditure due to the store opening 
programme. 
The Group continues to be highly cash 
generative with our inventory levels flat 
YoY despite higher revenues. The strong 
performance and cash generation have 
enabled the Group to pay dividends totalling 
£348m in FY24. This includes a £201m special 
dividend11 paid in February 2024.
There has been a step change in the revenues 
and profit performance of the Group since the 
pandemic. During the four financial periods 
FY21 to FY24, we grew Group adjusted EBITDA3 
(pre-IFRS 16) from £342m (FY20) to £629m 
(FY24), generated cumulative operating cash 
flow of £3.3bn and distributed £1.8bn in cash 
to shareholders demonstrating our consistent 
disciplined approach to capital returns and 
shareholder value creation. 
The Board adopted a long-term capital 
allocation policy in 2016 to provide a framework 
to help investors understand how the Group 
will evaluate opportunities to invest and 
support the growth of the business relative to 
incremental return of capital to shareholders.
Net debt9 (excluding IFRS 16 lease liabilities), 
increased to £737m (FY23: £724m). The net 
debt9 to adjusted EBITDA3 (excluding IFRS 
16 lease liabilities) leverage ratio was 1.2x 
(FY23: 1.3x). Net debt10 (including IFRS 16 lease 
liabilities) was £2,094m (FY23: £2,025m) 
meaning our net debt to adjusted EBITDA3 ratio 
was 2.4x, a decrease on the previous year 
(FY23: 2.5x). 
Financial review continued

21
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
Dividends
During the year, the Company declared and 
paid an interim ordinary dividend of 5.1p11 
per share in addition to a special dividend 
of 20.0p11 per share. Subject to approval by 
shareholders at the AGM on 23 July 2024, a 
final ordinary dividend of 9.6p11 per share will 
be paid on 2 August 2024 to shareholders 
on the register of the Company at the close of 
business on 28 June 2024. The ex-dividend 
date will be 27 June 2024.
The Group has a dividend policy which targets 
an ordinary dividend pay-out ratio of between 
30-40% of net income on a normalised tax 
basis. The Group generally aims to pay the 
interim and final dividends for each financial 
year in proportions of approximately one-third 
and two-thirds of the total annual ordinary 
dividend respectively.
Mike Schmidt
Chief Financial Officer
4 June 2024
Notes:
1.	
Constant currency comparison involves restating the prior year Euro revenues using the same exchange rate as that used to translate the current year Euro revenues.
2.	 One-year LFL revenues relate to the B&M UK estate only (excluding wholesale revenues) and are based on either 53 week versus 53 week or 14 week versus 14 week comparison 
periods. They include each store’s revenue for that part of the current period that falls at least 14 months after it opened compared with its revenue for the corresponding part of 
FY23.
3.	 Adjusted values are considered to be appropriate to exclude unusual, non-trading and/or non-recurring impacts on performance which therefore provides the user of the 
accounts with additional metrics to compare periods of account. See notes 2, 3 and 4 of the financial statements for further details.
4.	 References in this announcement to the B&M UK business include the B&M fascia stores in the UK except for the “B&M Express” fascia stores. References in this announcement to 
the Heron Foods business include both the Heron Foods fascia and B&M Express fascia convenience stores in the UK.
5.	 Trading gross margin is considered to be a meaningful measure of profitability as it refers to the measure of gross margin used by management to commercially run the 
business. It differs to the statutory definition for B&M, which increased 120 bps from 35.7% to 36.9%, due to technical accounting adjustments in relation to the allocation of gains 
and losses from derivative accounting, storage costs and commercial income, with the derivative adjustments the main factor. 
6.	 Adjusted operating expenses on an underlying basis excludes foreign exchange, one off income, depreciation and amortisation. This adjusted measure is considered a more 
meaningful metric to the users of the accounts as this is the cost base used by management to commercially monitor performance. Group non-underlying items include B&M 
UK’s foreign exchange losses in relation to derivative adjustments of £12m (FY23: £40m gain) and one off income received in France at the start of the prior year which amounted 
to £5m. Group adjusted operating costs, excluding depreciation and amortisation, as a percentage of revenues increased to 25.6% from 24.6%. 
7.	
Net capital expenditure includes the purchase of property, plant and equipment, intangible assets and proceeds from the sale of any of those items. These exclude IFRS 16 lease 
liabilities.
8.	 Post-tax free cash flow is an Alternative Performance Measure. Please see note 3 of the financial statements for more details and reconciliation to the Consolidated statement 
of cash flows. Statutory Group cash generated from operations was £862m (FY23: £866m). This statutory definition excludes payments for leased assets including the leasehold 
property estate.
9.	 Net debt comprises interest-bearing loans and borrowings, and cash and cash equivalents. Net debt was £737m at the period end, reflecting £919m as the value of gross debt 
netted against £182m of cash. See notes 18, 21 and 28 of the financial statements for more details.
10.	 Net debt including lease liabilities is the above plus the current and non-current lease liabilities recorded on the Consolidated statement of financial position. 
11.	 Dividends are stated as gross amounts before deduction of Luxembourg withholding tax which is currently 15%.

22
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
KPIs
The Board manages the Group’s performance by reviewing a number of key performance indicators 
(“KPIs”). The KPIs are discussed in the Chief Executive’s review and the Financial review.
Financial
Group revenues 
£5.5bn
+10.1%
£5.5bn
£5.0bn
2024
2023
Why is it important?
The Board considers that this measurement is a key 
indicator of the Group’s growth. Sustainable growth in 
revenues is important to our business model. 
B&M UK LFL1 growth
3.7%
+295 bps
3.7%
0.7%
2024
2023
Why is it important?
By monitoring the ongoing LFL trading performance 
at both store and product level, we are able to track 
progress and monitor performance of our existing  
store estate.
Group adjusted EBITDA2 (pre-IFRS 16)
£629m
+9.7%
£629m
£573m
2024
2023
Why is it important?
In addition to growing revenues and opening new 
stores, we have a clear focus on ensuring that our 
growth is profitable. We measure profitability by our 
adjusted EBITDA (pre-IFRS 16) performance. See notes 2, 
3 and 4 of the financial statements for further details.
Number of Group gross store openings
78
+85.7%
78
42
2024
2023
Why is it important?
This measure is an indicator of the Group’s growth. 
Store growth is a key strategy and there remains plenty 
of runway potential ahead in both the UK and France 
across all fascias.
Total average retail selling space, sq. ft. (k)
20,300 
+5.7%
20,300
19,200
2024
2023
Why is it important?
This measure is an indicator of the Group’s growth. The 
Group’s store growth strategy can sometimes result 
in the closure of one store, to be replaced by a much 
larger store in the same catchment area. Therefore this 
is a key indicator. 
1.	
One-year LFL revenues relate to the B&M UK estate 
only (excluding wholesale revenues) and are based 
on either 53 week versus 53 week or 14 week versus 
14 week comparison periods. They include each 
store’s revenue for that part of the current period that 
falls at least 14 months after it opened compared with 
its revenue for the corresponding part of FY23.
2.	 Adjusted values are appropriate to exclude unusual, 
non-trading and/or non-recurring impacts on 
performance which therefore provides the user of the 
accounts with additional metrics to compare periods 
of accounts. See notes 2, 3 and 4 of the financial 
statements for further details.
3.	 Post-tax free cash flow is an Alternative Performance 
Measure. Please see note 3 of the financial 
statements for more details and reconciliation to the 
Consolidated statement of cash flows.
4.	 Based on dividends paid in the Consolidated 
statement of cash flows.
Group adjusted operating profit2
£614m
+10.9%
£614m
£554m
2024
2023
Why is it important?
In addition to growing revenues and opening new 
stores, we have a clear focus on ensuring that our 
growth is profitable. We measure profitability through 
our adjusted operating profit performance which 
incorporates IFRS 16 adjustments. See notes 2, 3 and 4 
of the financial statements for further details.
Post-tax free cash flow3
£382m
-17.8%
£382m
£464m
2024
2023
Why is it important?
The Group is highly cash generative, capable of 
delivering high returns from a relatively low capital 
intensity. By monitoring this free cash flow metric,  
we are able to actively manage our working capital 
needs, meet our cash commitments and invest  
in the business and allocate any surplus in line  
with our capital allocation policy.
Return to shareholders4
£348m
-4.8%
£348m
£366m
2024
2023
Why is it important?
Returning cash through ordinary and special dividends 
is an indicator of the Group’s profitability and clearly 
demonstrates our ability to return cash which is 
important to our shareholders. 
Non-financial

23
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
Principal risks and uncertainties
B&M’s risk management 
framework
Appropriate management of business and external risks is an essential part of operating the Group 
effectively and creating value for stakeholders over the long term. In this section we provide an 
overview of the Group’s approach to risk management alongside an assessment of the Group’s 
principal risks and mitigating controls, highlighting any changes during the period.
The Board has overall responsibility for the 
management of risk and the identification 
of principal risks that may affect the Group’s 
operations, financial performance or strategic 
objectives. The Group’s risks and mitigations 
are monitored and controlled by executive 
management. The Chief Financial Officer 
ensures that each principal risk has an 
executive owner and coordinates the regular 
review process by the Board and also the Audit 
& Risk Committee as part of their oversight of 
the Group’s system of internal controls. Given 
the relative importance of the Group’s UK 
activities, responsibility for the principal risks is 
consistently led by UK executive management. 
Where a risk materially affects French 
and Heron operations, for example cyber 
security, then that executive owner will also 
coordinate with local executive management 
counterparts, and the Group will adopt a 
consistent Group-wide risk tolerance. 
The Group’s Internal Audit function, led by 
the Head of Internal Audit, also assesses 
the ongoing business risks of the Group. 
It reports on the effectiveness of internal 
control procedures to the Audit & Risk 
Committee. In assessing risk, it considers the 
Group’s risk mitigating actions and provides 
recommendations to management to improve 
business processes and limit their exposure 
to risk.
The Group’s approach to reviewing 
risk appetite is part of a bi-annual risk 
management cycle, which is used to drive 
and inform actions in relation to the principal 
risks identified by the Board. The executive 
management risk owners prepare a written 
update for the Board, which summarises 
internal and external developments in the risk 
environment. This update is then discussed at 
the Board, together with the output of a horizon 
scanning exercise conducted by Internal Audit. 
As part of that risk review process, the Group’s 
appetite for risk is also defined with reference 
to the expectations of the Board for both 
commercial opportunity and internal control. 
This is then used by the Board to ensure 
executive management are mitigating and 
eliminating risk exposure on a timely basis, in 
line with Board expectations and for setting the 
Group’s internal audit plan each year. The Audit 
& Risk Committee is responsible for ensuring 
any material controls in place as part of the 
Group’s risk mitigation are effective. They are 
formally reviewed once per year, but will also 
be addressed through the regular and more 
frequent Internal Audit review process.
Assessment of risks
The Directors confirm that they have made 
a robust assessment of the emerging and 
principal risks and uncertainties facing the 
Group, including those that would threaten 
its business model, future performance, 
or solvency. A summary outcome of that 
assessment is set out in the heat map overleaf.
The heat map indicates the Board’s view of the 
likely degree of impact of each risk after taking 
into account the risk mitigations referred to in 
the principal risks table. 
Risk framework
Board 
Overall responsibility for risk management
Audit & Risk Committee 
Oversees risk management process
Executive Management 
Manages specific risks and embeds risk  
management throughout the Group
Internal Audit team
Oversees and assists in process  
implementation and reports to  
Audit & Risk Committee

24
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
3
2
6
7
1
5
8
9
4
High
Low
Impact
High
Low
Likelihood
Principal risks heat map
1   Supply chain 
2   Competition 
3   Economic environment 
4   Regulation and compliance 
5   International expansion 
6   Political uncertainty
7   IT systems, cyber security and business continuity
8   Key management reliance
9   Store expansion 
Principal risks table
The table below describes (i) the main risk 
exposures identified by the Board in relation 
to our Group businesses, (ii) the mitigating 
factors which relate to how the Group 
manages each of the risk exposures, and (iii) 
the linkage between the business strategy 
and the relevant risk exposures. The Group 
summarises (where relevant) key actions 
arising in the year in relation to how the Group 
has addressed certain aspects of these risks. 
The Group has also indicated where there 
were any changes in the profile of any of the 
risks, which reflects the Board’s view of the 
current trend in relation to those risks.
The risks set out in the table are not exhaustive 
but represent the main risks to the Group in 
relation to the period under review. 
Key changes to principal  
risk disclosures
The Group previously reported on the potential 
risks of ineffective stock management and 
failure in the Group’s warehouse infrastructure. 
Through the Group’s mitigation efforts and 
strengthening of controls, the Directors now 
believe that these are no longer principal risks 
for the Group. The Group has introduced a 
tightly controlled process on committing to 
stock purchases and on clearing seasonal 
stocks before the end of each selling season 
which is underpinned through a newly 
introduced merchandising system. This has 
demonstrated its effectiveness through FY23 
and FY24, and despite disruption from the Red 
Sea attacks the Group has maintained good 
stock availability while limiting the growth of 
inventory balances. Similarly, the strengthening 
in management and control of the warehouse 
operations together with careful investments 
in our operating systems and resilience has 
improved the Group’s mitigated risk position on 
warehouse infrastructure.
Climate change and ESG continue to be 
significant topics within our risk management 
discussions. We, however, do not view the 
subject matter as a distinct area that requires 
separate executive management and focus, 
but instead believe that it is important that our 
executive team embed ESG considerations 
as part of routine business as usual activities. 
We coordinate and facilitate all our activity 
around ESG matters through our in-house 
sustainability manager and also through the 
support of specialist external consultants.
The growing risk from political uncertainty 
and global conflict has also been considered 
by the Directors. The war in Ukraine has not 
to date had a material impact on the Group’s 
operations, other than through consequential 
industry-wide impacts on inflation rates for 
energy and finished goods. The possibility of 
conflict between China and Taiwan is growing, 
and this would have a material impact on the 
sourcing and potentially pricing of our General 
Merchandise product ranges. This conflict 
risk is properly considered through our supply 
chain principal risk, and the Group has made 
a conscious decision to not compromise its 
commercial ranging and to continue to source 
products using currently optimal channels. 
The global political landscapes are also 
likely to change significantly during 2024, 
particularly given the number of elections 
being conducted. The Directors concluded that, 
should these lead to different fiscal policies or 
regulatory approaches being adopted these 
could have a material impact on the consumer 
and operating environment and hence the 
Group’s financial results. In order to ensure that 
this risk is carefully monitored and mitigated 
against it has been added as Principal Risk 6 
“Political uncertainty”.
Principal risks and uncertainties continued

25
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
Link to strategy key
Risk change key
1   Existing B&M UK stores 
2   New B&M UK stores 
3   France growth
4   Heron Foods growth
  Increased risk
  No change 
  Decreased risk
1
Supply chain
Description and potential impact
Strategic priority
Change
Imported goods from China and other Far East countries represent a very significant proportion of the Group’s General 
Merchandise products, and we have material dependence on the continuing smooth flow of these supply sources. 
Any lead time delays in the supply chain could result in lower sales and potential loss of margin through reduced 
availability and/or higher markdowns if goods arrived out of season. Disruption could arise from a wide range of hard-
to-anticipate factors including war, civil unrest, natural disasters, disease pandemics and ethical trading issues.
In particular, the Group notes the rising tensions between China and Taiwan, and the consequential impact on Chinese 
relationships with the US and European nations. Any disruption to our sourcing channels from China would require a 
material proportion of our General Merchandise ranges to be switched to potentially less efficient manufacturers in 
different regions. This process would be significantly disruptive and would place reliance on new manufacturers  
and products.
1
2
3
4
Risk mitigations
Key actions in 2023/24
•	 The Group has an experienced buying team which is responsible for 
maintaining an efficient and effective supply chain.
•	 A range of alternative supply sources are maintained across the 
product categories, we have explored alternative countries of sourcing, 
and (subject to a general reliance on China-based merchandise 
manufacturers) we are not reliant on any one single supplier.
•	 The Group has anti-bribery and corruption and anti-modern slavery 
and human trafficking policies in place in relation to its supply chain.
•	 A combination of individual buyers and sourcing agent employees 
conduct supplier factory visits.
•	 Our Import supply chain management system is a multi-carrier option, 
enabling us to utilise multiple shipping line options across all trade 
lanes, where necessary. 
•	 Stock cover in the B&M business on General Merchandise imported goods 
ensures levels of inventory are adequate to meet periods of supplier delay. 
This cover was tested in practice with the Red Sea delays, and it is believed 
by executive management that the impact on availability and seasonal 
launches was limited.
•	 Continued review of supplier social compliance processes by our 
sustainability manager to monitor transparency in the supply chain.
•	 Working with suppliers and freight forwarders to forecast and remain 
vigilant in relation to challenges regarding the transportation of goods:
	–
Continued development of an enhanced forecasting system to predict 
the volume of product sales and provide oversight of the flow of stock 
through our system.
	–
Strengthened supplier performance and lead time reporting, ensuring 
our approach is dynamic against supply chain distribution risk.
2
Competition
Description and potential impact
Strategic priority
Change
The Group operates in highly competitive retail markets in the UK and France which could materially impact the 
Group’s profitability, share price and limit growth opportunities.
1
2
3
4
Risk mitigations
Key actions in 2023/24
•	 Continuous monitoring of competitor pricing, store formats and product 
offering.
•	 Development of new product ranges within the product categories to 
identify new market opportunities and target new customers. 
•	 The Group has maintained its stock discipline, ensuring that seasonal 
ranges are sold through in full. This allows the Group to maximise 
“newness” for customers each year and avoids the risk of mispriced 
stock in a period of deflating freight costs.
•	 The Group has continued to maintain its strict SKU count discipline 
within product ranges, which enables it to react quickly to ever changing 
consumer tastes, trends and buying habits.
•	 Around half of the Group’s revenues in the period continues to come 
from, typically essential, food and FMCG goods. This has allowed the 
Group to remain insulated from any downturn in consumer spending 
and resilient against our competitors whilst continuing to meet our 
customers’ needs. 

26
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
3
Economic environment
Description and potential impact
Strategic priority
Change
A reduction in consumer spending, as a result of either consumer confidence levels or prevailing macroeconomic 
conditions, could impact upon revenue and profitability.
Inflation manifesting itself though increases in raw material, fuel and wage costs could adversely affect the 
profitability of the business. 
1
2
3
4
Risk mitigations
Key actions in 2023/24
•	 We have an effective forecasting process that enables operating actions 
to be undertaken reflecting economic conditions.
•	 We offer a range of products and price points for consumers which 
allows them to trade up and down.
•	 We maintain a low-cost business model that allows us to maintain our 
selling prices as low as possible and our pricing gap to key competitors.
•	 The Group has engaged extensively with suppliers on proposed price 
changes. While maintaining a constructive and fair approach, we have 
continued to ensure our stores are well stocked with the best-selling 
products, at attractive prices relative to competitors.
•	 Management has continued to proactively respond to changing sales 
patterns throughout the year, adapting product ranging and promotion 
in stores, for example increasing entry level SKU choice. 
4
Regulation and compliance
Description and potential impact
Strategic priority
Change
The Group is subject to a range of regulatory and legislative requirements, including those relating to the importation 
of goods, pricing, anti-bribery and corruption, anti-modern slavery, anti-tax avoidance and evasion, health and 
safety, employment law, general data protection regulation (“GDPR”), control of pollution and contamination to the 
environment, the Listing Rules, Transparency laws and regulations and the Groceries Supply Code of Practice (the 
“Groceries Code”). The impact of failure to comply with laws and regulations could lead to financial penalties and 
significant reputational damage.
1
2
3
4
Risk mitigations
Key actions in 2023/24
•	 The Group has a number of policies and codes, including a code of 
conduct which incorporates an anti-bribery and corruption policy, which 
outlines the mandatory requirements we apply to our business. Our 
codes and policies are communicated to staff along with our employee 
handbook which is made available to everyone joining the business.
•	 We actively seek to identify and manage compliance with all applicable 
new legislation and regulations which apply to us in Luxembourg, the UK 
and France. Reports on new regulatory developments are provided by 
the General Counsel and management directly to the Board as well as its 
Committees. The Internal Audit function of the Group includes assurance 
testing and auditing of the Group’s implementation of new areas of 
regulatory compliance.
•	 We have a whistleblowing procedure and policy which allows colleagues 
to confidentially report any concerns or inappropriate behaviour within  
our business.
•	 In relation to anti-modern slavery and other standards relating to  
human rights within our supply chain, the buying teams are charged  
with ensuring that every supplier adheres to our Workplace Policy 
standards.
•	 The Company has a Group-wide GDPR policy and all associated materials 
are reviewed to ensure they are GDPR compliant.
•	 Our Groceries Code compliance programme includes guidance and 
training for colleagues, monitoring of compliance, reporting of potential 
non-compliance issues, dispute resolution procedures and a Code 
Compliance Officer who oversees compliance and the resolution of 
code-related issues with suppliers. Oversight of our compliance with the 
Grocery Code is carried out by management and reviewed by the Audit & 
Risk Committee as a standing agenda item at each of the meetings of that 
Committee throughout each year.
•	 Appointment of new Group General Counsel and Chief Compliance 
Officer during the year.
•	 Mandatory training for all management and support centre colleagues 
using an e-learning portal has continued throughout the year.
•	 Our Groceries Code Compliance Officer and Group Internal Audit 
team have actively engaged during the year with the Groceries Code 
Adjudicator (“GCA”) in relation to our action plans and follow-up work 
during the year.
•	 The Group has continued reporting in line with the Task Force on 
Climate-related Financial Disclosures (“TCFD”), and has commenced 
preparations for upcoming changes in UK and EU reporting legislation.
Principal risks and uncertainties continued

27
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
5
International expansion
Description and potential impact
Strategic priority
Change
Developing our businesses in new market territories is important to the Group’s strategic plans. Expanding into markets 
creates additional challenges and risks which could impact the overall performance of the Group, its growth and 
profitability. The Group operates in highly competitive retail markets in the UK and France which could materially impact 
the Group’s profitability, share price and limit future growth opportunities.
3
Risk mitigations
Key actions in 2023/24
•	 The Group has international retail experience on the Board.
•	 Continued reinforcement and development of the experienced senior 
leadership teams in France in key operational areas.
•	 Given insight, relationships and sourcing scale, UK support is provided 
for product range development and selection by local buying teams.
•	 The Group continues to invest in both the infrastructure and technology 
of our French business.
•	 Given differences in local laws and regulations, external legal support, 
with strong local relevant experience, is retained in place.
•	 We continued to strengthen the senior leadership team in France and 
continued the involvement of management from the UK to transfer 
operational knowledge to colleagues in France. 
•	 We have continued to open additional stores, increasing the scale and 
presence from which we operate.
•	 A Board visit was organised to the French business, including presentations 
by the executive team, to ensure that Directors understand first hand the 
trading environment and management perspectives.
6
Political uncertainty
Description and potential impact
Strategic priority
Change
Upcoming elections across the world create an increased likelihood for governments to adopt different regulatory 
approaches, political stances and fiscal policies. There is also a growing risk of further armed conflict in Eastern 
Europe and rising tension between China and Taiwan. This could impact consumer certainty and thus our revenue 
growth as well as our supply chain and operating costs, thereby affecting the profitability and cash generation of  
our operations. 
1
4
Risk mitigations
Key actions in 2023/24
•	 Changes in the operating environment are likely to affect all participants 
in the retail industry. 
•	 The Group’s business model has been proven to trade well through all 
economic environments, and has tended to outperform other industry 
participants in weak market environments.
•	 Operating costs are tightly managed, and the Group maintains dynamic 
monitoring of its trading, in order to respond to the market environment.
•	 Executive management and the Board regularly review market 
commentary to understand the changing political landscape.
•	 Regular Board discussions on the political and regulatory environment.
7
IT systems, cyber security and business continuity
Description and potential impact
Strategic priority
Change
The Group is reliant upon key IT systems, and disruption to such systems would adversely affect business operations 
including those at the distribution centres and stores. The potential impact of a failure to protect and maintain our 
data and systems could lead to significant business disruption, reputational damage and in the case of a loss of 
personal data, potential prosecution. This also applies to any failure to protect the Group’s IT systems and data from 
viruses, cyber invasive threats, corruption or sabotage.
1
2
3
4
Risk mitigations
Key actions in 2023/24
•	 All critical business systems have third-party maintenance contracts in 
place and those systems are industry standard retail business systems.
•	 IT investments and budgets are reviewed and approved at Board level. IT 
security is monitored at Board level and includes third-party penetration 
testing and up-to-date security software.
•	 The Group has a disaster recovery strategy and plan in place for all of 
our key systems.
•	 Significant decisions for the business are made by the Group or operational 
boards with robust IT controls and segregation of duties enforced.
•	 Continued tightening of the Group’s cyber posture with introduction  
of common Group-wide security standards and security platform.
•	 Ongoing investment in the Group’s technology replacement cycle 
ensuring hardware and software remains within support.
•	 Disaster recovery approach continues to be enhanced with upgrades to 
back-up, network and testing implemented during the year.

28
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
8
Key management reliance
Description and potential impact
Strategic priority
Change
The Group is reliant on the high quality and ethos of the executive team as well as strong management and 
operational teams. There is a risk that a lack of succession planning for senior colleagues could impact the overall 
performance of the business.
1
2
3
4
Risk mitigations
Key actions in 2023/24
•	 Key senior and operational management are appropriately incentivised 
through bonus and share option arrangements to retain talent.
•	 The composition of the executive team is kept under constant review  
to ensure that it has the necessary resources and skills to deliver the  
Group’s plans.
•	 The Nomination Committee has developed succession plans for the 
Board of Directors and key senior operational management resourcing 
positions. It also reviewed the wider senior management resourcing 
needs of the Group.
•	 Succession planning has been regularly reviewed by the Nomination 
Committee throughout the year ensuring succession plans for key 
senior management through to executive positions.
•	 The Group has continued to develop the senior management teams 
of its businesses. This has included the appointment of a new General 
Counsel, ensuring that senior leaders have exposure at the Board and 
supporting key executives with external leadership training.
9
Store expansion
Description and potential impact
Strategic priority
Change
The ability to identify suitably profitable new store locations is key to delivering our growth plans. Failure to identify 
suitable locations in areas targeted for new stores could impact upon store expansion plans and reduce the rate of 
growth in the business.
2
3
4
Risk mitigations
Key actions in 2023/24
•	 Our CEO actively monitors the availability of retail space with the support of 
internal and external property acquisition consultants.
•	 The flexibility of the trading format allows us to take advantage of a range 
of store sizes and locations.
•	 Each new store opening is approved by the CEO ensuring that property 
risks are minimised and that lease lengths are appropriate.
•	 Where new locations may impact on existing locations, the cannibalisation 
effects are estimated and then monitored and measured to ensure that 
there is an overall benefit to the Group.
•	 The Group has continued to proactively screen the market for new 
location opportunities and to also respond swiftly to enquiries. The 
market is also monitored for opportunities arising from retailer corporate 
actions (e.g. insolvencies such as that of Wilko).
•	 Sales densities are measured routinely across all three businesses to 
ensure that new store space sales densities are accretive to the overall 
Group. The Group continues to review new store opening opportunities 
in current store locations, to replace older generation stores with better 
quality sites and premises, and via acquisition of adjacent space to 
expand stores and optimise performance.
Principal risks and uncertainties continued

29
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
Viability Statement 
In accordance with the UK Corporate 
Governance Code, the Directors have assessed 
the viability of the Group. This assessment 
has been based upon the Group’s three-year 
strategic plan (the “plan”) and has taken into 
account the current position of the Group, the 
principal risks and uncertainties as detailed 
on pages 23 to 28 of the Strategic Report and 
the Group’s prospects.
We set out our strategic plan on a three-year 
cycle, which is common practice in the retail 
sector. We believe this is appropriate as we 
operate in a competitive retail environment 
and need to be able to react to changes in 
retail markets and consumer trends. Given 
the fast-moving nature of the retail industry 
and macroeconomic environment, and the 
lack of long-term contracts and typically rapid 
investment cycles, the Board believe that 
forecasting beyond a three-year period is an 
unproductive exercise, and note that this is 
consistent with the approach of many of our 
analysts.
In making their assessment the Directors 
considered:
•	 the Group’s current balance sheet, its strong 
track record of generating operational 
cash flows and returns to shareholders 
and stress testing of the key trading 
assumptions within the Group’s plan;
•	 the Group’s published strategy for 
growth, that encompasses driving UK LFL1 
performance, UK new store rollout and  
the continued growth of Heron Foods and 
B&M France;
•	 the potential impact on the Group’s 
business model, future trading expectations 
and liquidity of one or more of the principal 
risks set out on pages 23 to 28 occurring in 
the period;
•	 the likely degree and effectiveness of 
possible mitigating actions in relation to 
the principal risks; and
•	 the Group’s debt facilities of £450m in 
relation to the term loan and revolving 
credit facility which matures in March 2029, 
the high yield bond of £156m remaining 
outstanding which matures in July 2025 
and the two high yield bonds of £250m 
each maturing in November 2028 and 2030 
respectively. Based on discussions with 
market professionals and the lenders, the 
Directors have no reason to believe that  
the Group would not be able to refinance 
the £156m bond on acceptable terms, 
however, the Directors have not relied  
upon this refinancing occurring in reaching 
their assessment.
The stress testing undertaken included the 
flexing of a number of key assumptions within 
the three-year plan, namely future revenue 
growth, including both LFL1 revenues and 
revenues from the new store openings, gross 
margins, operating costs, the impact of interest 
rates and working capital management, 
which may be impacted by one or more of the 
principal risks to the Group.
A number of other severe but plausible 
scenarios were considered by the Board. 
They included:
•	 a decline of 10% of LFL1 annual sales in the 
Group’s main UK trading business, B&M 
UK, as a result of competition increasing 
and B&M returning to a pre-pandemic level 
of sales;
•	 a significant decline in the gross margin of 
the Group’s main UK trading business due 
to higher costs of imported goods arising 
from commodity price increases, increases 
in import duties and adverse currency 
exchange movements; and
•	 a range of other severe scenarios which 
could have a material impact on the 
Group’s main UK trading business, 
including for example, a major fire at one 
of its distribution centres, cyber threats and 
significant cost inflation.
The Board considered the mitigating steps 
which they would take to protect the Group 
in the event of any of those scenarios arising, 
and determined that the following measures 
would be necessary to protect its cash flow 
and liquidity:
•	 the temporary suspension of  
dividend payments;
•	 limiting capital expenditure to  
essential maintenance only; and
•	 suspension of new store  
opening programmes.
The Board has also considered reverse stress 
testing to determine the extent to which cash 
flows would need to deteriorate before fully 
utilising the Group’s funding headroom.
Each of the above scenarios exceed the 
impacts of principal risks which the Group 
has encountered in its trading experience to 
date. Based on the assessment, stress testing 
and mitigating actions referred to above, the 
Directors confirm they have a reasonable 
expectation that the Group will be able to 
continue in operation and meet its liabilities 
as they fall due over the next three years to 
27 March 2027.
1.	
One-year LFL revenues relate to the B&M UK estate only (excluding wholesale revenues) and are based on either 53 week versus. 53 week or 14 week versus 14 week  
comparison periods. They include each store’s revenue for that part of the current period that falls at least 14 months after it opened compared with its revenue for the 
corresponding part of FY23.

30
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Corporate social responsibility
Our ESG strategy is based around the four pillars of environment, colleagues, 
communities and supply chain. We continue to make progress in delivering 
against the targets that underpin our ESG strategy.
Table 1: Our key ESG objectives, targets and progress made in FY24.
Objective
Target(s)
FY24 Progress
Environment
Reduce absolute Scope 1 and 2 
carbon emissions by 25% by 2030 
against FY21 baseline.
25% reduction in absolute Scope 1 & 2 by 
2030. 
Install light emitting diode (“LED”) lighting 
in all B&M UK stores by FY27. 
Maintain BeMS penetration in B&M  
UK stores.
Our Scope 1 and 2 emissions reduced by 1.3% since FY21 
(baseline). Annual average reduction of 2.8% is required to meet 
the Scope 1 and 2 target. However, we reduced our total emissions 
(Scope 1, 2 and 3) by 19.7%. LEDs: 661 B&M UK stores (89%). 
Building energy management systems (“BeMS”): 657 B&M UK  
stores (89%).
Reduce Scope 3 emissions through 
working with our suppliers
Engage with 67% of suppliers, by spend,  
to set science-based targets by FY27.
Engagement with an additional 70 suppliers (52% of spend), in 
addition to the top 30 engaged with previously. Therefore, we 
have engaged with 100 suppliers in total.
Maintain a high level of packaging 
recycling and reduce use of plastic 
packaging
Maintain progress.
Continued to develop innovative ways to reduce plastic 
packaging.
Colleagues
Provide colleague development and 
promotion opportunities through a 
range of training programmes
Maintain >90 “Step Up” promotions  
per annum.
515 colleagues participated in our development “Step-Up” 
programmes supporting colleagues to become department 
managers, deputy managers and store managers.
Maintain high levels of colleague 
engagement across the Group
Maintain.
71% of B&M UK colleagues engaged in our employee survey. 
While this figure was below the overall target, it provided 
valuable feedback from most of the employees surveyed. 
B&M adopted a more streamlined procedure and survey 
methodology, to enable a more data driven analysis of 
employee feedback.
Develop a diverse and inclusive 
workforce
To maintain female representation  
at Board and Exco level to at least 40%.
To increase ethnic diversity in senior 
management to at least 10% by the end 
of FY27.
Female Board/Executive Committee reports: 42.7%
Reward strong business performance 
through payment of discretionary 
bonuses to Store, Distribution and 
Support Centre Managers
Maintain.
Discretionary Golden Quarter bonus awarded to high-
performing leaders in stores. 
Discretionary bonuses awarded to high-performing 
colleagues in distribution and support centre roles. 
Communities
Committed to a target of having not less 
than 1,200 B&M stores across the UK
Not less than 1,200 stores.
There were 47 B&M UK gross store openings. Total B&M stores 
across the UK are 741.
Contribute to the regeneration of local 
communities through the creation of 
new jobs
Creation of new jobs is linked to new 
store openings.
Approximately 700 new retail jobs in the UK and France.
Support local and national charitable 
initiatives
Maintain an ongoing programme.
B&M UK, B&M France and Heron Foods colleagues held 
and contributed to various charitable initiatives, including 
Macmillan, Fashion and Textile Children’s Trust, and Cash for 
Kids charities (see page 37).
Supply Chain
Committed to ensuring ethical 
business practices and the fair 
treatment of workers in our  
supply chain
Maintain.
We have a compliance assurance programme in place that 
continues with our supply chain. In 2023, B&M came third in 
the annual Groceries Code Adjudicator compliance survey and 
ahead of many major UK grocery retailers, with over 97% of 
grocery suppliers stating that B&M complied with the Groceries 
Supplier Code of Practice.
Pay all suppliers fairly and treat them 
with respect
Maintain trade creditor days of <35 
(invoices need to be paid in this timeframe).
B&M UK trade creditor days: 26.

31
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
Our approach to ESG  
is to:
•	 deliver our growth  
strategy for the benefit  
of all our stakeholders; 
•	 build our business in a 
sustainable way; and 
•	 apply our principles of 
excellence, speed, teamwork 
and hard work to the 
successful delivery of  
our ESG Strategy. 
The Board is committed to the implementation 
and monitoring of our ESG strategy. During the 
financial year, the Board continued to monitor 
and receive updates on our ESG strategy and 
to provide input on our ongoing and planned 
future projects. Each of the executive directors 
had an ESG-related target in their annual 
incentive plan objectives for FY24. 
B&M works closely with a specialist third-party 
consultancy, Inspired ESG, to help benchmark 
and inform its strategic approach regarding the 
impact of climate change and to develop its net 
zero roadmap. 
We acknowledge that our approach will need 
to evolve over time. In that regard, the Board 
remains committed to monitoring progress 
against our ESG strategy, and to making further 
developments when appropriate. 
In relation to governance and decision-making 
regarding stakeholders’ interests, please see 
the Stakeholders and Section 172 report on 
page 54.
Our environmental policy is to:
•	 grow our business sustainably whilst supporting the customers and 
communities we serve; 
•	 operate and maintain a modern, clean and efficient operational 
infrastructure in relation to stores, distribution centres and transport 
fleet for the benefit of all our customers and colleagues in the UK and 
France; and 
•	 continuously look for opportunities to reduce or minimise our 
environmental footprint where we can, particularly in areas of scale in 
our operations where we can make an impact. 
Environmental sustainability 
For the purposes of this Annual Report, we 
have outlined below the impacts of our 
environmental policy, and how we have 
applied it during this financial year. Additional 
information regarding progress we have 
made this year regarding climate change and 
mitigation measures, are outlined in our TCFD 
section of the annual report. 
Transport and Distribution 
From reducing the number of trips to making 
our fleet greener, we constantly research 
opportunities to reduce our Scope 1 emissions.
Our UK transport fleet is fitted with Euro 6 
engines, which are the latest standards for 
Environment

32
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Corporate social responsibility continued
emission compliance. We have continued 
to invest in double decker “wedge” trailers, 
which increase trailer capacity and therefore 
maximise transport volumes intensity per 
mile travelled. We have invested in energy-
efficient handling equipment including 
lithium-ion picking and loading forklifts in 
our warehouses. We are monitoring driver 
performance across our B&M and Heron 
Foods transport businesses, rewarding 
fuel-efficient driving and thus reducing diesel 
emissions. Training and education sessions 
are held for our B&M HGV drivers, to embed 
behavioural changes amongst our colleagues, 
reducing our transport emissions. We are using 
Paragon transport planning software system, 
to identify the most efficient transport routes 
that minimise the number and distance of trips 
from distribution centres and stores.
Heron Foods have continued to convert their 
company car fleet to electric vehicles, resulting 
in 20% of the fleet being fully electric at the 
end of 2023. Heron Foods are actively trialling 
electric HGVs from several manufacturers. 
However, due to range limitations, it is difficult 
to currently adopt electric HGVs at a large 
scale. 
Waste and recycling 
A major source of waste in our operations 
results from product packaging. Where 
possible, we collaborate with our suppliers, 
to review and identify opportunities to reduce 
the amount of product packaging. This 
reduces costs, weight and wastage of excess 
packaging. Examples of packaging innovation 
include replacing plastic packaging using 
cardboard and ribbon-like materials to wrap 
cushions and developing a hanger made 
of fabric, as opposed to plastic, to display 
bedding in stores. This reduces wastage, as 
left over fabric was used to make the hanger. 
We continue to dedicate significant focus on 
recycling and waste management. The total 
level of packaging waste recycled by the Group 
in FY24 was 99.8%. 
Energy consumption 
All new stores are now opened with energy 
efficient light emitting diode (“LED”) lighting, 
which uses up to 70% less energy. Wherever 
practical, we are fitting LED lighting into existing 
stores when conducting refurbishments. 
We have LED and motion-activated lighting 
installed in our main B&M distribution centre 
and our Heron Foods distribution centre, to 
reduce unnecessary electricity usage. As of 
the end of FY24, 661 of our B&M UK stores (89% 
of the total B&M UK estate) had LED lighting 
installed and all B&M France stores are fitted 
with LED lighting. 
We have continued to rollout a Building Energy 
Management System (“BeMS”) in all new, and 
many existing, B&M UK stores to manage and 
reduce their energy consumption. We continue 
to experiment with variable lighting levels 
during trading and non-trading replenishment 
hours. We currently have 657 UK B&M stores 
(over 88% of the total B&M UK estate) with 
BeMS fitted. All B&M France stores are fitted 
with BeMS systems. The installation of both 
LED lighting and BeMS will be important as 
the Group strives to achieve our Scope 1 and 2 
Science Based Targets initiative (SBTi)-validated 
targets relating to GHG emissions. 
We have a rolling programme to install doors 
on chillers and refrigerators across our stores. 
We started in 2023 and advanced this plan in 
2024. All new stores opened in the period have 
been incorporated in this programme, and we 
are now rolling the programme out to include 
our other large B&M UK stores and smaller 
stores, where technology permits. 
Our B&M France stores reduce energy 
consumption by optimising “free-cooling,” a 
process of using external ambient temperature 
to reduce heat, rather than using energy-
intensive refrigeration processes. For over 
10 years, our B&M France stores have been 
deploying BeMS across our estate portfolio, 
which allows us to control, analyse and 
optimise the energy needs of each of our 
stores. B&M France have implemented several 
energy efficient systems, such as lighting 
that operate on a schedule and temperature 
controls, where several sensors control the 
temperature via the opening of air conditioning 
valves to cool the store using air from outside. 
B&M France are working on adiabatic 
(temperature management) system which will 
be tested in stores in 2024. 
We are continuously reviewing our estate 
to identify potential energy reduction 
opportunities, including onsite renewable 
power generation. We are conducting 
feasibility assessments across our businesses 
for the installation of solar panels. In FY24, 
Heron Foods have conducted a pilot project 
for solar panel installation in its warehouse, 
with the planning of the installation in the 
final stages. We will use this project to inform 
decision making and share best practice 
across the rest of the Group. We aim to conduct 
site surveys across our estate, to identify 
further areas for potential energy saving 
opportunities. 

33
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
Our policy and 
commitment in 
relation to our  
people is to:
•	 provide equality of 
opportunity in relation to 
recruitment and promotion; 
•	 provide modern, safe and 
clean working environments 
at our stores, distribution 
centres and in our transport 
operations; and 
•	 ensure that all colleagues  
are treated with dignity  
and respect. 
	 See page 34 for more information on 
diversity and equality
As well as our overall policy above, we 
also have several detailed supplementary 
policies relating to our terms and conditions 
of employment and workplace matters. 
These policies are designed to ensure that we 
provide appropriate safeguards and practices 
for the benefit of all colleagues throughout 
our business, and to ensure compliance with 
relevant legislation. 
Through these policies, we can support the 
ongoing growth of the business. The Group 
employs over 40,300 people across our 
three businesses, in roles covering stores, 
distribution and support centres. Attracting 
new and retaining existing colleagues as 
our operations expand remains crucial to 
the continued success of the Group and 
so we retain a strong focus on colleague 
development, wellbeing and reward. 
In FY24, we created over 700 new retail jobs 
(excluding the ex-Wilko employees), in the 
UK and France, driven by our store rollout 
programme. We continue to make a positive 
contribution to local communities by offering 
job opportunities, skills development and 
training. 
Colleague progression 
We provide development opportunities for 
talented colleagues across our business. Our 
‘Step-Up’ career development programme 
involved over 500 colleagues across our 
stores train to become Department, Deputy 
and Store Managers. We have continued our 
“Warehouse to Wheels” initiative, offering 
training opportunities for distribution centre 
colleagues to become HGV drivers. 
In FY24, B&M France offered a variety of 
training programs for colleagues, including 
office automation and English. These 
programmes allow our colleagues to learn a 
new skill, developing their knowledge further. 
Colleague engagement 
Tiffany Hall is the Group’s Designated Non-
Executive Director for Workforce Engagement1. 
Tiffany oversees the effectiveness of our 
workforce engagement initiatives, and reports 
to the Board on the outputs during the financial 
year. 
There is a standing agenda item at two Board 
meetings each year for the Board to consider 
reports from the Workforce Engagement 
Director. This enables the Board to monitor 
progress, consider feedback and discuss 
outputs and actions with the executive 
management team. This is supplemented 
by reports provided each year on colleague 
engagement and pay by the General Counsel 
to the Remuneration Committee. 
Colleagues
1.	
As announced on 5 June 2024, Paula MacKenzie will succeed Tiffany Hall as Designated Non-Executive Director for Workforce Engagement on conclusion of the Annual General 
Meeting on 23 July 2024.

34
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
We continued to build our colleague 
engagement survey this year, for B&M UK 
and Heron Foods employees. The B&M UK 
response rate was 71% and we were pleased 
to see high levels of employee engagement. 
Based on the feedback from our colleagues 
through the engagement surveys and regular 
listening sessions, we implemented several 
additional steps. As a result, the following 
outputs have been implemented by the senior 
management team: 
•	 a new Employee Assistance Programme 
(EAP) launched across the business; 
•	 mental Health First Aiders re-published 
and communicated, ensuring trained 
colleagues can spot and support 
colleagues exhibiting mental health 
challenges; and
•	 B&M Benefits online platform offers 
instant discount codes, helping colleagues 
receive discounts on shopping, travel and 
entertainment with other organisations; and
•	 B&M Benefits Reward and Recognition 
launched e-cards for UK colleagues, 
enabling colleagues to share their 
appreciation and thanks. 
We have created a new bulletin section on our 
B&M Benefits online platform, with regular 
blogs and company updates. In FY24, we 
developed the online HUB, which delivers 
regular communication for stores, with an app 
version for managers in retail. Furthermore, 
‘Comms Zones’ have been introduced in all 
distribution centres and transport hubs for 
employees. We host regular listening groups 
for colleagues across retail, supply chain and 
support centre.
Colleague wellbeing 
We provided colleagues with “double discount” 
weekends on General Merchandise products 
on eight separate occasions and on three of 
those occasions it was across all departments. 
Double discount is applied as a thank you to 
all colleagues for their efforts and contribution 
throughout the year, recognising the cost-of-
living pressures on many of our colleagues 
and to recognise their loyalty and hard work. 
Other colleague wellbeing initiatives have 
also occurred in FY24, including advocating 
Movember and raising money for MacMillian 
Cancer Support. In FY24, we introduced mental 
health training to all store managers. 
B&M and Heron are advocates for mental 
wellbeing. In FY24, Heron held menopause, 
mental health, and domestic abuse awareness 
sessions. Mental health training was continued 
in FY24. 
B&M UK and Heron both launched online 
Employee Assistance Programmes. The 
Programmes provide a comprehensive 
telephone helpline available 24 hours a day, 7 
days a week, 365 days per year to provide all 
colleagues with immediate telephone support 
where they may need it most, including: 
•	 work related issues including management, 
stress, workplace relationships, bullying 
and harassment;
•	 anxiety, stress, depression, low self-
esteem, anger management;
•	 family, Marital and relationship issues;
•	 substance and alcohol misuse/
dependency;
•	 retirement;
•	 domestic abuse;
•	 health, critical illness and bereavement;
•	 lifestyle, exercise, diet and general 
wellbeing;
•	 personal legal information;
•	 medical information (available Monday to 
Friday, between 9am and 5pm);
•	 telephone advice relating to critical 
incidents;
•	 management consultancy support.
The benefit of offering this type of service 
is improving the wellbeing of colleagues. It 
can help reduce absenteeism and improve 
productivity of colleagues in the workplace. 
Colleague reward and recognition 
We reward our store managers and 
supervisors through an annual bonus scheme, 
which we supplemented with a further Golden 
Quarter bonus for the top quartile of store 
managers based on sales performance 
and store standards. Our schemes are kept 
simple and transparent, and are designed to 
be stretching and motivating, ensuring our 
stores deliver the best possible shopping 
experience to customers. We have an annual 
bonus scheme for managers in our distribution 
centres who lead various warehouse and 
transport teams.
Diversity and equality 
In relation to diversity the B&M Board had 
a 37.5% female representation at the year-
end, with three females out of the eight 
Board members. In accordance with Listing 
Rules targets, the Board has one female 
Board member in a senior position, and one 
Board member is from an ethnic minority 
background. In May 2024, Nadia Shouraboura 
will be appointed at the OGM, which will 
increase the proportion of female directors on 
the Board, therefore in the next financial year 
we will meet our 40% target. Following Ron 
McMillan’s retirement at the Annual General 
Meetings (AGM) in July 2024, the proportion of 
female directors on the Board will increase to 
50%. 
The percentage of female representation 
within the senior management of the Group, 
reporting either directly to the Board or the 
Executive Committee, was 42% (FY23: 40.3%). 
In relation to all employees of the Group, the 
percentage of female colleagues was 57%, 
(FY23: 55.6%). 
The percentage of ethnic minority 
representation within the senior management 
of the Group reporting either directly to the 
Board or the Executive Committee was 3.7% 
at the end of FY24. As recommended by the 
Parker Review, the Company has voluntarily set 
targets for 10% ethnic minority representation 
within the senior management by the end of 
FY27.
In FY24, the Company collected data in respect 
of diversity from its new starters. Colleagues 
are encouraged to provide their ethnic origin, 
sexual orientation, religion, any disability 
and gender in accordance with government 
guidelines. Data collection is performed based 
on self-reporting by the individual.
Our equal opportunities policies in relation to 
our workforce are designed to recognise and 
actively encourage the benefits of having a 
diverse workforce across our business, which 
is inclusive of all types of diversity. We aim to 
ensure that all colleagues are treated fairly 
and with respect, and that no employee is 
discriminated against on grounds of gender, 
race, colour, religion, age, disability or sexual 
orientation. 
This financial year, we signed the Disability 
Confident Covenant. This means that our 
recruitment processes support those with a 
disability by being inclusive and accessible as 
our vacancies are communicated through a 
range of channels. We offer interviews to those 
who declare a disability and explore ways in 
which we can make reasonable adjustments 
in the workplace, and support those already 
employed in the workplace with disabilities.
Corporate social responsibility continued

35
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
Gender pay gap reporting 
In accordance with the Equality Act (Gender 
Pay Gap Information) Regulations, we have 
published our data online in relation to each  
of our B&M UK and Heron Foods businesses 
as of 5 April 2023. 
The mean hourly pay rate of B&M UK 
colleagues was 9.9% higher for males than for 
females. This was equal when measured as a 
median average. For Heron Foods, the mean 
hourly rate for males was 21.2% higher than 
females and the median hourly rate for males 
was 4.8% higher than for females. 
In relation to bonuses of B&M UK colleagues, 
7.9% of females and 19.1% of males were paid a 
bonus. On average, male colleagues received 
bonuses 11.1% higher than their female 
counterparts. However, when considering the 
median average, male bonuses were 125.7% 
lower than female bonuses. For Heron Foods, 
4.2% of females and 28.1% of males were paid 
a bonus. The mean bonus pay for females 
was 36.5% lower than males and the median 
bonus pay for females was 48.7% lower than 
males. Colleagues of the Group in France and 
Luxembourg are not included in this data. 
Full details of the reports are available on our 
websites at www.bandmretail.com and www.
heronfoods.com and on gender-pay-gap.
service.gov.uk.
Our diversity policy  
in relation to the  
Board and senior 
management is:
•	 to ensure that the Company 
maintains the necessary 
skills, experience and 
independence of character 
and judgement of its Board 
members and senior 
management team, for the 
Group to be managed 
effectively for its long-term 
success; 
•	 while making appointments 
based on merit so the best 
candidates are appointed, 
the Company recognises the 
value which a diverse Board 
and senior management 
team brings to the business 
and it embraces diversity in 
relation to gender, race, age, 
educational and professional 
backgrounds; and 
•	 together with the above 
criteria, the Company also 
recognises that diversity in 
relation to international 
experience, recent senior 
management roles within 
retail and/or supply chain 
sectors, and previous 
experience regarding 
membership and leadership 
of Board committees are also 
relevant factors.

36
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Our policy in  
relation to social  
and community 
engagement is to:
•	 continue to make investments 
in new stores and new jobs in 
local communities where we 
are under-represented or not 
represented at all; 
•	 provide value for money to 
our customers; 
•	 build long-standing 
relationships with our 
suppliers; and 
•	 promote ethical trading 
policies and practices within 
our supply chains. 
In the communities we serve, we provide 
shoppers with great prices, create local jobs 
and help colleagues develop new skills. 
We have continued to invest in new stores 
throughout FY24, aiming to extend the reach of 
our value for money proposition to areas where 
we are under-represented or not represented 
at all. This financial year, we opened 47 B&M 
UK new stores 20 in Heron and 11 B&M France 
new stores. 
When we open a new store, we try to find a 
hero from the local community known for their 
charitable work, to perform the ribbon-cutting 
ceremony on the opening day, generating 
some publicity with the local media. We actively 
encourage our store managers to maintain 
relationships with the local hero going forward, 
and to support the good work they do in their 
community. In addition, for every new store we 
opened in FY24, B&M donated £250 to a local 
charity and invite them as the VIP to open the 
new store. 
We recruited 2,146 new store colleagues for ex-
Wilko stores in locations in England, Scotland 
and Wales. Of this, 1,395 of the colleagues 
are ex-Wilko colleagues. As these colleagues 
already were employed, they were not 
included in the new retail job figure in table 1.
B&M UK created a national work experience 
programme in partnership with the 
Department for Work and Pensions and 
Department for Communities in Northern 
Ireland. These programmes have helped 
the long term unemployed get back to work, 
providing valuable work experience in a 
retail environment, with supportive mentors, 
and a guaranteed interview at the end of the 
placement. Over 1,790 colleagues completed 
the 4-week programme and 1,203 were offered 
employment.
In FY24, Heron Foods colleagues visited 
schools to provide mentoring, apprenticeship 
services and advice, as well as attending 
careers events. Heron participates in the 
‘Too Good To Go’ scheme, which allows local 
communities to buy discounted food from 
shops, which would otherwise go to waste.
Communities
Corporate social responsibility continued

37
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
Charitable initiatives 
In FY24, B&M UK, B&M France and Heron Foods 
continued to support multiple charities. For 
example, B&M chose to support Macmillan, 
Fashion and Textile Children’s Trust and Cash 
for Kids charities. There is now an option for 
colleagues to donate cashback to Fashion and 
Textile Children’s Trust. 
Heron Foods have celebrated their top ten 
fundraising stores for Cash for Kids. Certificates 
are proudly displayed framed in each store. 
Heron Foods held a summer of giving incentive, 
where every store that raised more than £300 
over the summer, provided their Area Manager 
(AM) with a ticket into a prize draw. 
In FY24, B&M UK raised £20,000 as our Support 
Centre colleagues participated in Race for Life. 
We raised £3,000 for Macmillan, through coffee 
mornings held amongst our Supply Chain and 
Support Centre employees. B&M UK partnered 
with Proctor and Gamble to raise money for 
Alder Hey hospital. Specifically, our charitable 
donation totalled £11.4m in this period. We also 
provided support through the donation of 199 
pallets of additional stock.
Health and safety 
The Board has overall responsibility for 
ensuring that we maintain high standards 
of health and safety across the Group. The 
Board and the executive management team 
monitor key performance indicators in relation 
to health and safety trends in the business 
on a bi-monthly basis, including reports on 
the number of accidents and those reported 
to the health and safety executive. We have 
a dedicated health and safety team of 
qualified professionals who are responsible 
for ensuring that we comply with current 
statutory requirements, and that our health 
and safety policies are communicated to all 
our colleagues. Our approach to health and 
safety is one of education and continuous 
improvement. 
Our store management teams are trained as 
responsible persons under our health and 
safety policy for stores. There is a continuous 
programme of training new recruits, where the 
training is carried out for each new colleague 
with reviews (and refreshers as required) 
also taking place during the next 12 weeks 
thereafter. Refresher training occurs for store 
management colleagues. Over the course of 
the last five years, over 5,000 store colleagues 
have been trained as a responsible person, 
demonstrating our commitment to the safety of 
colleagues.
In FY24, there were 69 reported accidents (0.09 
per store) reportable to the health and safety 
executive relating to the B&M business in the 
UK (FY23: 121 reported accidents and 0.17 per 
store). This is in the context of over 277.4 million 
shopper visits over the course of the year.

38
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Our policy in relation 
to supply chain 
engagement is to: 
•	 ensure ethical business 
practices and the fair 
treatment of workers in our 
supply chain; 
•	 utilise sustainable or recycled 
materials when designing 
own-brand products 
wherever possible; and 
•	 pay all suppliers fairly and 
treat them with respect. 
We aim to foster long standing relationships 
with our suppliers, who we regard as business 
partners in terms of our relationships and 
dealings with them. Many of our suppliers 
have worked with B&M for several years 
and have been able to share in our growth 
and success during that time. They value the 
simple, transparent pricing model that we 
adopt, minimising the use of rebates and 
retrospective discounts. 
This year, we engaged with an additional 70 
suppliers in addition to the 30 largest suppliers 
already engaged with, selected based on 
financial spend, compared to FY23. Our ESG 
supplier questionnaire will help us to obtain 
information regarding their GHG emission 
measurement processes, reduction efforts of 
our suppliers and their wider ESG ambitions. 
This programme forms part of our supplier 
engagement target to have 67% of suppliers 
based on spend to set science-based targets, 
which has been validated by the SBTi. 
Ethical trading and our supply chain 
We regard our supply chain as a key 
differentiator, with our disruptive sourcing 
process an essential feature of the B&M 
business model. We are equally driven by 
the need to ensure our supply chain partners 
remain transparent, fair in their business 
dealings and robust in their welfare policies for 
their colleagues. 
We recognise the need to ensure that the 
products we sell are safe and fit for purpose 
for our customers. As such, we have several 
formal policies for suppliers, to ensure they 
comply with local laws and regulations and our 
own policy standards. These include: 
•	 anti-bribery and corruption; 
•	 supplier workplaces, covering anti-slavery 
and respect for human rights, which all 
suppliers are required to adhere to; and 
•	 whistleblowing, in relation to reporting of 
any suspected wrong-doing or malpractice. 
Our policies and procedures are geared 
toward what we think are effective, balanced 
and reasonable processes. We strive to find 
practical ways of improving the communication 
of and adherence to our ethical business 
practices.
Anti-bribery and corruption 
We have a zero-tolerance approach to anti-
bribery and corruption. Colleagues in each of 
our businesses are aware of the importance 
of reporting any offers of inducements by 
third parties immediately to the appropriate 
executive management team director. 
Supply chain
Corporate social responsibility continued

39
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
Each year an annual review is undertaken of 
our buying teams in the UK and France. For the 
year under review, this due diligence process 
disclosed no instances of any such activity 
having taken place or having been suspected 
in our business. 
B&M UK, B&M France and Heron Foods all 
have clearly communicated whistleblowing 
procedures and processes. In the year under 
review, no reports were made in any of our 
three businesses of any instances of suspected 
bribery or corruption in relation to employees 
with suppliers or other third parties. 
Anti-modern slavery 
We have a zero-tolerance policy on slavery, 
forced labour and human trafficking of any 
kind in relation to our business and our supply 
chains. In the last year, all three businesses 
have continued to communicate our Workplace 
Policy on the welfare rights of workers to their 
existing and new suppliers. The standard 
terms and conditions of purchase used with all 
suppliers make it a condition that they adhere 
to these Workplace Policy standards.
B&M communicate with suppliers on good 
practise, ensuring they meet our standard of 
ethical practise. The B&M Group is committed 
to enforcing ethical business practices 
throughout its supply chain through the audit of 
its factories.
In the year under review, no reports have been 
made to the Group of any instances of actual 
or suspected modern slavery or human rights 
abuses relating to human trafficking or other 
kinds of forced labour in our supply chain. 
A copy of our Anti-Slavery Statement and 
Workplace Policy is available on our websites 
at www.bmstores.co.uk, www.bandmretail.com 
and at www.heronfoods.com. 
Approach to risk management and due 
diligence in our supply chain
In relation to the Group’s assessment of risk, for 
leading household brand name suppliers we 
operate based on reasonable reliance being 
placed on those suppliers having their own 
comprehensive procedures and policies. For 
all other suppliers, particularly those supplying 
General Merchandise goods from overseas, 
the Group has alternative forms of checks and 
verification processes. All overseas suppliers 
are required to provide social compliance 
reports, as a check on compliance with 
local laws and regulations, including labour 
practices. The Group outsources the vetting 
and reviewing of those reports, to a specialist 
team at our sourcing agent in Hong Kong, 
Multi Lines International Company Ltd (“Multi 
Lines”). They have a locally based team and 
well-established processes and expertise 
in performing such procedures. The Multi 
Lines team conducts this service in relation to 
suppliers sourced by them in their capacity 
as sourcing agent for the Group and those 
suppliers sourced directly by buying teams in 
the UK. In addition, members of our buying 
teams, where practical, visit new suppliers as 
part of our verification processes. 
Quality assurance 
In relation to General Merchandise products 
which are manufactured for the Group, we 
have a well-established process of pre- and 
post-production sample testing and approvals. 
This is supported by our quality assurance 
team and our own or suppliers’ external testing 
houses being global certification providers. It 
is supplemented by our own programme of 
quality control inspections performed by Multi 
Lines at factory premises prior to shipment.

40
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
TCFD
Task Force on Climate-related 
Financial Disclosures
Introduction
B&M (“the Group”) understands that the threat 
of climate change to businesses is mounting, 
and we all must play our part to reduce its 
impact. B&M is a partner of wider industry 
and national commitments. For example, the 
British Retail Consortiums (“BRC”) net zero by 
2040. Net zero is defined as a 90% absolute 
reduction in Scope 1, 2 and 3 emissions by 2040 
and offsetting the remaining 10%, which will be 
essential to lower global emission levels.
The Task Force on Climate-Related Financial 
Disclosures (TCFD) offers a framework 
for businesses, to assess and manage 
climate-related risks and opportunities. 
This framework is structured around four 
key areas: Governance, Strategy, Risk 
Management, and Metrics & Targets. These 
areas align with the core elements of how an 
organisation operates. Within these areas, 
the TCFD recommends 11 specific disclosures. 
These disclosures provide a roadmap for 
transparent reporting to stakeholders, ensuring 
a comprehensive understanding of the 
Company’s position regarding climate change.
We are pleased to publish our disclosure 
aligned with the Task Force on Climate-related 
Financial Disclosures (TCFD) recommendations 
for the third year in a row, outlining our 
progress in responding to the challenges 
of climate change and embedding TCFD 
guidance into our business operations. This 
report builds upon our existing business 
processes and environmental policy, by 
incorporating the risks and opportunities 
of climate change. In FY24, B&M complied 
with the requirements of the Listing Rule 
(“LR”) 9.8.6R by including climate-related 
financial disclosures consistent with the 
TCFD recommendations and recommended 
disclosures. We consider our disclosure to be 
consistent with all the TCFD recommendations 
and recommended disclosures including 
Section C of the 2021 TCFD Annex entitled 
‘Guidance for all sectors’ and Section E of the 
TCFD Annex entitled ‘Supplemental Guidance 
for Non-financial Groups’.
Governance 
Board oversight
The Board is responsible for overseeing 
management’s response to climate-related 
impacts and ensuring action plans are 
embedded into the business strategy and 
future financial planning, to mitigate climate-
related risks and capitalise on opportunities. 
The Board ensures that there is an effective 
system of internal controls within the Group for 
the assessment and management of key risks. 
For the year ahead, the Board retains overall 
responsibility for climate governance and 
action as this is integrated into our developing 
ESG strategy. The Group encourage constant 
communication and collaboration across all 
levels of management, so that clear action 
towards mitigating climate change is taken.
ESG, including climate change and associated 
initiatives, is a standing agenda item at all 
Board meetings each year, and was discussed 
at each of the six Board meeting in FY24. 
Climate-related issues are considered by the 
Board, when making strategic or operational 
decisions, to ensure it is embedded into the 
business strategy and future financial planning, 
to mitigate climate-related risks and capitalise 
on opportunities. The Board’s approach to ESG 
governance, including climate-related risks and 
opportunities, remains an “at-one” approach. 
We recognise the importance of collective input, 
as we begin to implement our ESG strategy. 
The Board reviews the need for a separate 
governance committee annually. To support 
the Board in fulfilling their climate-related 
responsibilities, a training session was held 
by our ESG Consultants, Inspired ESG, in FY23, 
which covered climate change, TCFD, ESG and 
net zero. 
To demonstrate our commitment, Executive 
Directors’ remuneration has been linked to the 
Group’s achievement of metrics relevant to our 
ESG strategy, including those of climate-related 
matters.
Management’s role
The Board delegates the implementation 
of processes and controls concerning the 
management of climate-related risks to the 
Executive Management Team (Exco) of the UK 
and French businesses. Exco is responsible for 
identifying and evaluating new and emerging 
climate-related risks and assigning mitigating 
actions. The assessment of the potential 
impact of climate change on our business is 
delegated to the sustainability manager.
Table 1: The Group Board and Committee structure used to disseminate climate-related information in the business  
(as at 4 June 2024). 
B&M’s Board
The Board of Directors of B&M has 9 members comprising the Chair, a Chief Executive Officer, a Chief Financial Officer, a Senior Independent 
Non-Executive Director and 5 Independent Non-Executive Directors.
Audit & Risk  
Committee
This Committee is made up of 4 
Independent Non-Executive 
Directors
Nomination  
Committee
This Committee is made up of the 
Chair and 6 Independent 
Non-Executive Directors
Remuneration  
Committee
This Committee is made up of 3 
Independent Non-Executive 
Directors
Workforce  
Engagement NED
Tiffany Hall is the Designated 
Non-Executive Director for 
Workforce Engagement1
Executive management (Exco)
The Group’s Exco are responsible for the day-to-day operational and strategic matters in relation to each of the businesses of the Group, which 
includes B&M UK, B&M France and Heron Foods. Members of the broader senior management team hold regular monthly meetings led by the 
Sustainability Manager to review progress and agree actions.
1.	
As announced on 5 June 2024, Paula MacKenzie will succeed Tiffany Hall as Designated Non-Executive Director for Workforce Engagement on conclusion of the Annual General 
Meeting on 23 July 2024.

41
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
Strategic decision-making on climate-related 
matters is led by the sustainability manager 
and the Group’s executive management. 
First, the sustainability manager takes the 
lead on assessing the potential impact and 
likelihood of climate-related issues, which 
is presented to executive management or 
their team members, including the General 
Counsel, internal audit, investor relations, 
operations, and finance teams. Inspired ESG 
conduct the climate scenario model analysis, 
which uses the TCFD guidelines to compare 
our performance against the recommended 
climate-related risks, both transition and 
physical. Decisions on how to manage the 
Group’s risk responses are taken by the 
Group’s Exco. Exco were informed about 
climate change and the risks and opportunities 
through the climate risk workshop in February 
2024, which follows on from the workshop 
and climate analysis conducted in FY23 and 
FY22. The workshop was attended by a range 
of business stakeholders, including members 
of our ESG steering group, legal team, supply 
chain team and buying team. The ESG steering 
group meets twice a year and is responsible 
for co-ordinating ESG-related initiatives in the 
business, such as the LED lighting rollout.
Exco are informed about climate issues that 
could be material to their line of responsibility 
by either their team members responsible for 
ESG matters, or directly by the sustainability 
manager. The sustainability manager works 
across the business, interacting with several 
departments through our flat management 
structure. The CFO is the executive director 
responsible for updating the of the Board on 
key climate-related information, which occurs 
six times a year. The sustainability manager 
reports to the CFO on climate-related matters 
six times a year, prior to the CFO updating the 
Board at meetings.
In FY24, we held regular ESG meetings, which 
were attended by the members of Exco, 
members of the Board, senior management, 
our sustainability manager, and our third-party 
ESG consultancy, Inspired ESG. These meetings 
were used to discuss key ESG and TCFD topics 
and progress towards our targets, and to 
develop our climate-related strategy, such 
as the rollout of LED lighting and Building and 
Energy Management Systems (BeMS).
Financial planning
Led by B&M’s Exco and Finance team, our 
financial planning encompasses the Group’s 
strategic vision, integrating forecasted 
changes in the business along with significant 
revenue and cost assumptions. Consequently, 
climate-related expenses or investments 
made to mitigate our carbon footprint are 
aligned with the Group’s climate ambition to 
be net zero by 2040. Our consultants guide 
us in our decision-making regarding how to 
prioritise climate-related investments, such 
as investing in a carbon-friendly refrigeration 
upgrade in our stores, introducing building 
energy management systems or considering 
introducing water limpets. We consistently refine 
our approach to managing financial planning 
and investigate enhancements in our financial 
modelling tools, to bolster our evaluation of risks 
and opportunities, particularly those associated 
with climate change.
Strategy 
B&M’s strategy is consistent year-on-year 
and is focused on acting in the best interests 
of our shareholders and customers, whilst 
being proactive in minimising global warming. 
Aligning with the TCFD recommendations, we 
used climate scenarios to examine a range of 
possible future global warming pathways, to 
identify our business’s transition and physical 
risks and opportunities over the short, medium, 
and long term. 
Last financial year, we worked to conduct 
climate scenario analysis for our Heron Foods 
and B&M France sites for the first time. This 
financial year, our consultant, Inspired ESG, 
held a climate risk management workshop 
in February 2024. In addition to the work 
completed last year, we expanded the scope 
of our climate scenario analysis, to incorporate 
climate-related risks across nine key suppliers, 
and three critical supply chain routes. This has 
allowed us to forecast the potential impacts 
of climate-related risks on our supply chain, 
from which we can implement appropriate 
mitigation measures. In subsequent years, we 
will continue to build upon our existing process 
and further develop our financial climate risk 
assessment. This will help us to assess how 
financial impact modelling impacts specific 
areas of our growing operations.
The climate modelling considered the transition 
risks for B&M at a Group level, and physical 
risks at a site level across the 12 largest sites 
by square metre for each fascia: B&M Retail, 
B&M France, and Heron Foods. In total, we 
identified six transition risks, one physical risk 
and two opportunities that could be material 
to our business, as outlined in the table below. 
As the physical risks are only significant in 
the medium to long term, they do not pose a 
high financial exposure to the Group and its 
assets. However, with the increasing likelihood 
of flooding, we will continue to monitor the 
changes in physical risks annually. Overall, 
our analysis determined there is a low risk to 
the business model and strategy, and that 
B&M is well positioned to mitigate the material 
transition risks identified. 
Climate resilience refers to B&M’s capacity 
to respond to climate change, appropriately 
manage the associated risks and capitalise 
on the opportunities identified. Aligning 
with the TCFD process is a crucial measure 
aimed at enhancing the business’ resilience 
by integrating climate-related risks and 
opportunities into strategic and financial 
planning for the upcoming financial year. We 
continue to develop mitigation measures to 
improve the resilience of our business strategy 
to climate change. See table 2 for more 
information.
The climate-related metrics that are used to 
measure and manage our climate-related 
risks can be found in the Metrics and Targets 
section of this report.
Climate scenario analysis 
In a world of uncertainty, climate scenarios 
are intended to explore a range of potential 
futures that may significantly alter the 
basis for a “business-as-usual” approach. 
Multiple scenarios should be used to 
analyse how different variables can result 
in varying outcomes. The climate models 
used for this analysis includes data from the 
Intergovernmental Panel on Climate Change’s 
(IPCC) Representative Concentration Pathways 
(RCP), the International Energy Agency’s (IEA) 
World Energy Model (WEM), the Network for 
Greening the Financial System (NGFS) and other 
existing models.
The TCFD recommends the use of climate 
scenarios that should be plausible and 
credible. Each scenario should focus on a 
different combination of key factors. The 
scenarios used in this year’s analysis are in 
alignment with the ISO 14091 standard. Climate 
scenarios should be used to differentiate a 
range of possible futures rather than a single 
theme. Each climate scenario should contribute 
insight into the future that relate to strategic 
and/or financial implications of climate-related 
risks and opportunities. Scenarios provide a 
common reference point for understanding 
how climate change could evolve under 
different futures. Each scenario was chosen 
to show a range of higher and lower-risk 
outcomes. 
Each climate-related risk is assessed to 
determine its overall impact to B&M using risk 
thresholds. The risk thresholds are reached 
when a certain change from the baseline 
period is experienced. Each threshold used 
signifies an increase in the level of risk its 
potential impacts.
It is important to remember that climate 
scenarios make projections on hypothetical 
futures and as such come with a degree of 
uncertainty. While some of the information 
obtained from existing climate models have 
a high degree of accuracy, there is still a level 
of uncertainty. As a result, scenario analysis is 
only used as a guide for climate-related risks 
and opportunities.

42
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Table 2: Summary of climate-related risks and opportunities
Key area
Climate-
related risk 
category
Description of  
climate-related risk
B&M risk 
category
Timeline 
and 
warming 
pathways
Classi-
fication1
Mitigating  
action
Financial  
impact
Transition risks
Policy & 
legal
Mandates on and 
regulation of existing 
products and services 
Existing regulation is 
expected to be tightened. 
The impact is currently 
minimal, but emerging 
legislation such as the UK 
plastic tax on packaging 
produced or imported 
into the UK that does 
not contain at least 30% 
recycled plastic, and 
the Extended Producer 
Responsibility (“EPR”) 
legislation aiming to 
increase waste handling 
fees for business.
In addition, the new 
carbon tax on imported 
raw materials into the 
EU, the Carbon Border 
Adjustment Mechanism 
(“CBAM”), has the 
potential to impact B&M 
France.
Carbon pricing would 
put a price on the direct 
emissions of B&M, 
therefore increasing 
operational and 
compliance spending. 
Carbon pricing can 
be a variable cost and 
can be increased by 
governments to further 
reduce emissions.
Compliance 
and 
reporting
Short to 
medium 
term (2024- 
2037)
<2°C and 
2-3°C
B
We currently recycle 99.8% 
packaging waste and 
aim to increase the use 
of recycled plastic in our 
packaging. We plan to 
engage with suppliers 
to introduce recycling 
initiatives.
Our teams in France are 
currently researching the 
impact the CBAM might 
have on our business, and 
we will publish our findings 
in the next financial year. 
CBAM is a policy that puts 
a price on the carbon 
emissions of certain goods 
imported into the EU, such 
as steel.
We expect to maintain our high 
levels of recycling. The ongoing cost 
of doing so will relate to the upkeep 
and maintenance of existing recycling 
facilities, which would be immaterial 
in the context of Group annual capex. 
In terms of the new UK plastic tax, we 
anticipate the annual cost of this to be 
low in the context of the Group’s scale 
and new internal processes to monitor 
and report this are already in place.
Related metrics and targets: Scope 
1, 2 and 3 emissions and net zero 
strategy.
TCFD continued
The climate scenario analysis was updated 
in December 2023. In performing the Group’s 
climate scenario analysis, the Group has 
considered the following additional factors, 
again in line with TCFD guidance: 
•	 Physical and transition risks of climate 
change. Transition risks are those risks 
related to moving towards a decarbonised 
economy. These include potential issues to 
policy and legal, technology, market and 
reputational matters. Physical risks may 
impact a business, such as flooding, rising 
mean temperatures, and water stress. 
•	 Different time horizons to consider whether 
risks are likely to occur in the short-term 
(2023-2027), medium-term (2028-2037) 
or long-term (2038-2052). The impacts of 
climate change extend beyond traditional 
business planning horizons. Since the UK 
has net zero targets for 2050, the long-
term horizon has been aligned with this 
timeframe. 
•	 Different warming pathways, dependent 
on differing global responses to the climate 
change by 2100:
	
−
<2°C (proactive scenario) where 
organisations align with the Paris 
Agreement and therefore set net-targets 
by 2050. Governments introduce policies 
in a structured manner, with companies 
investing in low-emission technology. 
	
−
2-3°C (reactive scenario) results from 
the commitments made at COP26. The 
response to climate change is delayed, 
with governments implementing policies 
and legislation in an uncoordinated 
manner, leading to high transition risks 
in the medium-term. Business continues 
as usual in the short-term, whilst 
decarbonisation efforts remain in the 
high emitting sectors. 
	
−
<3°C (inactive scenario) is where 
businesses continue as normal with 
limited climate action occurring, and 
emissions therefore rise until 2040. 
Governments are under pressure to take 
climate action, with policies introduced 
in a sporadic manner, and energy 
markets are highly volatile. 

43
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
Key area
Climate-
related risk 
category
Description of  
climate-related risk
B&M risk 
category
Timeline 
and 
warming 
pathways
Classi-
fication1
Mitigating  
action
Financial  
impact
Transition risks
Market
Increased costs of raw 
materials
Climate change may 
disrupt our energy 
and stock suppliers, 
increasing costs across 
the Group. Many of our 
suppliers have identified 
climate change as a risk 
to their operations and 
productivity. This risk 
could impact several 
business areas, and 
although we are not 
manufacturers, we must 
be aware of our supplier 
input cost prices.
Strategic
Short to long 
term (2023-
2052)
<2°C and 
2-3°C 
B
We anticipate the need 
to continually review 
our supply chain routes, 
suppliers and energy 
saving opportunities.
We have invested in three 
high power generators, 
to reduce the impact of 
blackouts from wider 
geopolitical issues. This 
will help to mitigate climate 
risks.
While energy costs continue to 
rise, these represent a minimal 
part of our overall cost base, which 
represent less than 1% of Group 
sales. Additional costs include £0.1m 
for three high-power electricity 
generators, to mitigate the impact of 
potential power outages.
We sell branded products, which 
may increase in cost due to climate 
change. We buy in large volumes 
and are well positioned to ensure we 
remain competitive in the market as a 
value retailer. 
Related metrics and targets: Scope 
1, 2 and 3 emissions and net zero 
strategy.
Market
Uncertainty in  
market risks
Impacts of climate 
change are varied and 
complex. Changes in 
policies can lead to 
sudden changes in 
markets. For example, 
decreased access to 
capital as a lack of clear 
transition plans to net 
zero, or new competitors 
may offer customers 
more sustainable 
alternatives.
Strategic
Medium 
term  
(2028-2037)
<2°C and 
2-3°C 
B
Further energy reduction 
trials may be needed, 
lowering the impact on 
profit and loss and freeing 
capital for future projects.
Future financial planning and 
budgeting may become increasingly 
difficult, as the market becomes more 
volatile and reactive to climate driven 
events. B&M is focusing on reducing 
energy costs, to allocate the savings 
for other carbon friendly investments, 
such as BEMs and LED lighting.
Reputation
Increased stakeholder 
concern
As the world transitions to 
a decarbonised economy, 
stakeholders are likely to 
have increased interest 
and concern regarding 
sustainability credentials.
If perceived to be 
taking minimal action 
to reduce our overall 
carbon footprint is likely 
to negatively impact 
investor sentiment/ 
ratings, potentially 
limiting access to capital.
Strategic
Short to 
medium 
term  
(2023-2037)
<2°C  
2-3°C  
>3°C
B
We engaged a third party 
to ensure B&M publish and 
comply with all relevant 
climate-related reporting 
requirements and they 
are working with our 
Sustainability Manager 
to promote our climate-
related goals. We have 
published ESG and TCFD 
disclosures in our Annual 
Report for the past three 
years, aiming to ensure 
stakeholder transparency. 
The financial impact of increased 
stakeholder concern has not yet been 
fully assessed. However, we have 
allocated £0.1m per annum for third-
party guidance on TCFD and SECR 
compliance.
Related metrics and targets: Scope 
1, 2 and 3 emissions and net zero 
strategy.

44
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Key area
Climate-
related risk 
category
Description of  
climate-related risk
B&M risk 
category
Timeline 
and 
warming 
pathways
Classi-
fication1
Mitigating  
action
Financial  
impact
Opportunity
Technology
Costs to transition 
to lower-emissions 
technology
Our aim to reduce our 
absolute emissions 
means we need to be 
aware of the cost of 
transitioning to lower 
emission technology. 
However, we expect such 
changes to gradually 
occur over time, allowing 
us to evaluate our 
response. The risk is 
labelled as a medium 
impact with a high 
likelihood.
Strategic
Medium 
term (2028-
2037)
<2°C and 
2-3°C
B
We have several energy 
efficiency and generation 
projects ongoing and 
planned, that will reduce 
operating costs for the 
business. The rollout of LED 
lighting across our B&M 
France stores has reduced 
the businesses’ energy 
consumption by 70%. We 
will hold site surveys to 
evaluate energy-saving 
opportunities and schemes 
which will counteract the 
upfront cost of installing 
energy efficiency 
technology.
As B&M aims to reduce carbon 
emissions, we may need to invest 
in additional lower-emission 
technologies, resulting in increased 
capital expenditure costs which we 
anticipate will increase in the short to 
medium term.
We already invested in the rollout 
of LED, BeMS and laminated doors 
for refrigerators in nearly 800 stores 
around the UK and France, and plan 
to continue this programme until we 
cover 100% of our stores.
Payback periods for some technology 
can take years, which may affect profit 
and loss forecasts.
Also, early retirement of existing 
technology may be required. So far, 
our investment in BeMS have between 
an 18-month to four-year payback 
period.
The capital investment required by 
these initiatives already forms part 
of the Group’s strategic planning 
projections. We continue to evaluate 
the feasibility of installing on-site 
renewable power generation systems 
across our businesses. Heron Foods 
is the furthest along with this journey, 
with a budget of £1m set aside for a 
solar project in FY25.
Related metrics and targets: Scope 
1, 2 and 3 emissions and net zero 
strategy.
Technology
Costs to transition 
to lower emissions 
products
Low-emission technology 
can be more expensive 
compared with 
traditional high-emission 
alternatives, resulting in 
high capital costs. 
More sustainable 
technology is likely to 
come onto the market 
over the coming years. 
As B&M Retail aims 
to reduce its carbon 
emissions, it may need to 
invest in lower-emission 
technology, resulting in 
increased costs.
Strategic
Medium 
term (2028-
2037)
<2°C 
2-3°C
B
We partner with many 
leading brands and are 
proud to showcase their 
sustainable products in 
our stores, and we hope 
to do more of this moving 
forward. In addition, we 
have a broad and agile 
supplier base, which 
manufacture own branded 
products on our behalf.
The financial impact of the costs to 
transition to lower-emission products 
has not yet been fully quantified. 
However, the success of lower-
emission products is tested in stores, 
before large investments are made. 
TCFD continued

45
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
Key area
Climate-
related risk 
category
Description of  
climate-related risk
B&M risk 
category
Timeline 
and 
warming 
pathways
Classi-
fication1
Mitigating  
action
Financial  
impact
Transition risks
Acute 
physical risk
Increased severity  
of flooding
Nine of B&M Retail’s 
largest 12 stores (by Sq 
ft) in the UK, seven of 
Heron Foods largest 12 
stores (by Sq ft) and nine 
of B&M France’s 12 stores 
(by Sq ft) are at risk from 
flooding. Examples of the 
B&M Retail sites at risk 
include Bournemouth 
and Bristol.
Direct Impacts
Flood events could lead 
to a closure of sites, 
which will result in lost 
trading days and reduced 
revenue.
If our properties are 
damaged, repair and 
maintenance costs will 
be required. In addition, 
products in store may be 
damaged, resulting in a 
potential loss of revenue. 
Flooding may result in 
a decreased footfall if 
transport networks are 
disrupted 
Indirect Impacts
If transport routes are 
disrupted, employees 
may be unable to reach 
the site, leading to 
reduced productivity and 
disruption to shifts. 
Research shows that sites 
in or around high flood 
risk zones are expected 
to see a 29% rise in 
insurance premiums by 
2040 without climate 
action. 
Operations
Medium to 
long term 
(2028-2052)
>3°C 
B
Where needed, we would 
conduct site specific flood 
risk assessments for our 
distribution centres. We 
continually monitor flood 
risk at sites for long-term 
impact, conducting annual 
climate scenario analysis.
The financial impact of the flooding 
has not yet been fully quantified. We 
aim to quantify this risk in FY25.

46
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Key area
Climate-
related risk 
category
Description of  
climate-related risk
B&M risk 
category
Timeline 
and 
warming 
pathways
Classi-
fication1
Mitigating  
action
Financial  
impact
Opportunity
Technology
Use of energy efficient 
technology
Operations
Short to 
medium 
term (2024-
2037)
<2°C and 
2-3°C 
A
Continue to identify future 
opportunities to streamline 
processes to make them 
more efficient across the 
businesses. Share best 
practice from B&M Retail 
with Heron Foods and B&M 
France in relation to our 
fleet management.
Reduced operating costs and 
emissions.
We have commenced our net zero 
journey. As part of this work, we 
are implementing energy efficient 
technology across operations. 
While the technology may have a 
high capital cost, an improvement 
in efficiency will help to reduce 
operational costs, resulting in net 
financial gain over the technology’s 
lifetime. For example, an investment in 
one BeMs is estimated at £36,000 on 
average and has a 18 month to 4 year 
payback period.
We routinely review how we can 
reduce the number of trips taken from 
our transport fleet. When loading 
our trailers, we ensure each one is 
packed as efficiently as possible, 
reducing unnecessary journeys when 
delivering from our warehouses 
to stores. The annual benefit of 
the Bedford facility is calculated to 
provide a reduction of approximately 
six million delivery miles travelled, 
resulting in a cost and emissions 
saving.
Related metrics and targets: Scope 
1, 2 and 3 emissions and net zero 
strategy.
Technology
Use and installation of 
low-emission energy 
technology
Operations
Short to 
medium 
term (2024-
2037)
<2°C and 
2-3°C 
A
Possible options such as 
installing solar PV on site 
would allow us to generate 
electricity and transition 
away from grid reliance, 
reduce operational costs 
and reduce emissions.
B&M could make use 
of several financing 
schemes and investment 
opportunities to help 
subsidise the upfront 
costs of low-emission 
technology. 
Once our examination of renewable 
technology installation is complete, 
we will aim to publish our financial 
impact.
Capitalising on this opportunity will 
help increase our resilience to both 
transition and physical risks.
Related metrics and targets: Scope 
1, 2 and 3 emissions and net zero 
strategy.
1.	
See figure 1 for the Group’s risk classification matrix.
TCFD continued

47
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
Risk management
The Audit & Risk Committee, together with the 
support of the internal audit department and 
the Group’s General Counsel, are responsible 
for monitoring risks and overseeing progress 
against goals and targets for addressing 
climate-related issues. For now, B&M does not 
incorporate the climate risk register into the 
business risk register and instead all corporate 
risks are considered through a climate lens. 
We will review the possibility of incorporating 
our climate risk register with our business risk 
register in FY25.
Step 1: Identification of risks 
The identification of climate change risks 
within our operations, is integrated into our 
general bottom-up approach to identifying 
risks. With the help of Inspired ESG in February 
2024, we held a climate risk workshop where 
we assessed the impact of both transition 
and physical risks on our business and 
business model. These were discussed in the 
climate risk workshop with the various teams: 
sustainability, health and safety, operations, 
marketing, buying, finance, Internal Audit and 
legal. At the end of the workshop, our teams 
identified the risks they consider material to 
the business and formed our FY24 climate-risk 
register, which we intend to reassess each year 
by conducting a climate risk workshop. Overall, 
we assessed the impact of 20 climate-related 
risks on our operations in the UK and France 
and five opportunities. 
Step 2: Evaluation of risks
Evaluation is focused on understanding the 
materiality of climate-related risks to our 
business. Therefore, the climate risk register 
is separated into three-time horizons, and 
three global warming scenarios, so that we 
can categorise risks accordingly. We evaluated 
material risks with an indication of when they 
might occur. Material risks are determined 
by the estimated financial impact and time of 
occurrence. The rating is agreed between the 
Sustainability Manager and the relevant teams.
In the climate risk workshop, the teams’ heads 
allocated a risk likelihood and an estimated 
financial impact for both transition and physical 
risks. Physical risks arise from climate events, 
whilst transition risks result from actions 
taken by governments to move towards 
a decarbonised economy, by setting new 
regulations. When a team expect their costs or 
revenue to be impacted by the climate-related 
risks, they rated the level of impact according to 
the following matrix: 
Climate-related risks labelled with an “A” or 
“B” rating are considered significant and are 
deemed material. This includes potential risks 
that we anticipate that could have an impact on 
our business directly or indirectly, and actual 
risks that have occurred and impacted our 
business financially. For example, plastic tax 
or increasing climate reporting obligations. A 
risk classified as “A” represents an immediate 
risk, and a risk management plan is required. 
Alternatively, a “B” risk classification indicates 
that action and contingency plans should 
be considered. After selecting the ratings for 
the climate risks, these are prioritised by the 
impact they could have on our business.
Step 3: Management of risks 
Our approach considers active engagement 
with internal stakeholders across the Group, 
seeking insights into existing mitigation 
processes. We employed a “climate lens” 
to evaluate existing mitigation strategies 
across all our divisions and implemented new 
management procedures, as needed. Risks 
that we deem as material to the business were 
discussed internally between the individual 
teams, the sustainability manager, and the 
sustainability and health and safety manager. 
When required, the sustainability manager 
works directly with the Board, if mitigation 
requires initiating processes with significant a 
cost or when wide organisational collaboration 
is required.
For example, in November 2023, we held a 
meeting with 20 colleagues from the buying 
team, to discuss our mitigation steps, to 
reduce the impact of the risk from the UK’s 
PPT (Plastic and Packaging Tax) and the EPR 
(Extended Producer Responsibility). Mitigation 
steps reviewed included ways to introduce 
carbon-friendly packaging, reduce our waste, 
and ensure that the buying team engages with 
our suppliers, to jointly reduce the weight and 
redundant materials during packaging and 
logistics.
To ensure ongoing vigilance, the climate risk 
register is planned to be reviewed every year, 
to assess if mitigation steps are still relevant. 
Should we find that our risk management 
plans are not adequately addressing climate 
risks or seizing potential opportunities, we 
will seek to gain a deeper insight into our 
strategies and additional mitigation measures 
will be introduced, where needed and feasible.
Climate change has continued to be 
considered at key events during the financial 
year, including the Group’s annual strategy day 
in March 2024 where principal risks relevant to 
the Group were reviewed. It was determined 
by the Board, at this time, that climate change 
does not represent a principal risk given 
the detailed risk assessment performed by 
management this financial year and how the 
outcome of that assessment compares to the 
principal risks already identified. However, this 
assessment will be reviewed at least annually 
by management and the Board.
Figure 1: The Group’s existing risk classification matrix
C
B
A
C
B
D
C
D
D
High
Low
Impact
High
Low
Likelihood

48
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Metrics & targets 
The best way to mitigate the climate-related 
risks, both transitional and physical, is to 
decarbonise our operation in line with our path 
to net zero. We have set an ambition to align 
with the BRC’s net zero plan by 2040 reflecting 
an absolute 90% reduction in our Scope 1, 2 
and 3 emissions and offsetting the remaining 
10% until our operation is emissions-free in 
2043, against a FY21 baseline. These targets 
aim to minimise our material risk. Refer to Table 
2 in the Strategy section of the report. We have 
developed a range of initiatives to help achieve 
our ambition to be net zero by 2040, please 
see the Group’s FY24 TCFD standalone report 
on our corporate website for further details on 
our transition plan.
In FY24, our Scope 1 & 2 emissions decreased 
by 1.3% compared to our FY21 baseline. Our 
total Scope 1, 2 and 3 emissions, across Heron 
Foods, B&M Retail and B&M France decreased 
by 19.7%, compared to a FY21 baseline. This 
was a joint effort of B&M Retail, B&M France, 
and Heron Foods to focus on the most effective 
solution to decarbonise our operation and 
value chain using LED installation, BeMs rollout, 
doors on chillers, replacing our trucks, and 
reducing the number of journeys of our fleets. 
We know that nearly 92.6% of our emissions 
come from Scope 3, our value chain, and this 
is why in FY23 we engaged with our top 30 
suppliers, and an additional 70 suppliers in 
FY24, which in total is 61% of our spend. The 
survey collected ESG data to ensure we collect 
accurate data and work in tandem with our 
suppliers to reduce their emissions. 
We are currently considering introducing water 
limpet readers into our stores which would 
allow us to monitor our water meter readings 
accurately and track consumption. This would 
improve our data collection capabilities in 
FY25, with the setting of targets to follow in later 
years, if appropriate.
Greenhouse gas emissions
We measure our climate impact using metrics 
that include greenhouse gas emissions, energy 
usage and transport & distribution efficiency. 
We have been calculating our Scope 3 data 
since FY21, and Scope 1 and 2 greenhouse gas 
emissions since FY15 and specifically under the 
UK Streamlined Energy & Carbon Reporting 
(SECR) since 2018. The data for our Scope 1, 
2 and 3 emissions were provided to our ESG 
consultancy, Inspired ESG, for calculation, but 
no formal assurance has been provided. Scope 
1 emissions are emissions associated with 
natural gas, other fuels used at our estate, 
Table 3: FY24 Group Carbon Balance Sheet 
Emissions Scope and Scope 3 category
Gross emissions (tCO2e)*
Percentage of total 
emissions (B&M total)
Group
B&M Retail
Heron Foods
B&M France
Scope 1
56,861
46,575
9,278
1,008
4.2%
Natural gas, other fuels & refrigerants
12,732
12,693
0
39
0.9%
Transportation (excluding grey fleet)
38,629
29,614
8,289 
727
2.8%
Other fuels
5,499
4,268
989 
242
0.4%
Scope 2 (location based)
43,123
31,073
10,767
1,283
3.2%
Scope 3
1,259,295
987,907
169,392
101,996
92.6%
1. Purchased goods and services
823,995
593,447
146,349
84,200
60.6%
1a. All other purchased goods and services
17,162
13,631
1,040
2,490
1b. Purchased goods and services – stock purchases 
806,833 
579,816
145,308 
81,710 
2. Capital goods
26,903
21,376
3,021
2,506
2.0%
3. Fuel-related emissions
27,127
19,474
5,540 
2,113
2.0%
4. Upstream transportation and distribution
36,869 
23,878
5,221
7,770
2.7%
5. Waste generated in operations
1,782
1,101
150
531
0.1%
6. Business travel
1,274
720
136 
418
0.1%
7. Employee commuting
71,608
61,141
8,974
1,493
5.3%
8. Upstream leased assets
N/A
N/A
N/A
N/A
0.0%
9. Downstream transportation and distribution
N/A
N/A
N/A
N/A
0.0%
10. Processing of sold products
N/A
N/A
N/A
N/A
0.0%
11. Use of sold products
259,853
257,334
N/A
2,518
19.1%
12. End-of-life treatment of sold products
5,380
4,931
N/A
448
0.4%
13. Downstream leased assets
3,153
3,153
N/A
N/A
0.2%
14. Franchises
N/A
N/A
N/A
N/A
0.0%
15. Investments
1,352
1,352
N/A
N/A
0.1%
Total all scopes
1,359,278
1,065,555
189,436
104,287
100.0%
*	
Emissions data has been rounded to the nearest whole number.
TCFD continued

49
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
and fuel used in our vehicle fleet. Scope 2 
emissions come from electricity we use, and 
Scope 3 emissions are indirect emissions 
associated with our value chain. 
We followed the Greenhouse Gas Protocol 
Corporate Value Chain (Scope 3) Accounting 
and Reporting Standard, to calculate the 
emissions associated with our value chain. 
Among all fifteen categories of Scope 3 
emission, eleven categories are applicable to 
B&M. The categories that were not relevant 
are 8, 9, 10 and 14. Category 8 (upstream 
leased assets) was excluded as the Group 
does not have any leased assets that were not 
already included in Scope 1 and 2. Category 9 
(downstream transportation and distribution) is 
excluded as all postage is paid for by B&M. No 
products sold by the Group are not in their final 
stage of production, excluding category 10, and 
the Group has no Franchises (category 14). 
The Group’s total greenhouse emissions 
were 1.4m tCO2e in FY24. Our Carbon Balance 
Sheet details that our Scope 1 and 2 emissions 
represent 7.4% of our total impact, with Scope 3 
emissions representing the 92.6%. Our Scope 
1 and 2 emissions increase by 1.3% between 
FY24 and FY31, driven by an increase in Scope 
1 Transport and Refrigerant emissions. The 
Group’s Scope 3 emissions decreased by 
9% between FY23 and FY24, driven by a 23% 
decrease in the Purchased Goods & Services, 
our highest emitting category.
Most of our GHG emissions, 60%, stem from 
category 1 – Purchased Goods and Services. 
Hence why, moving forward we will utilise our 
supplier engagement processes, to gather 
more specific data regarding the goods and 
services provided to us, to improve the accuracy 
of category 1.
Streamlined Energy and Carbon 
Reporting (“SECR”)
The following section summarises the energy 
usage, associated emissions, energy efficiency 
action and energy performance for the 
Group, under the government policy SECR, as 
implemented by the Companies (Directors’ 
Report) and Limited Liability Partnerships 
(Energy and Carbon Report) Regulations 
2018. Please see page 32 of this report for 
information on our energy efficiency actions.
Table 4: B&M Retail, B&M France and Heron Foods total energy consumption (kWh) SECR (Scope 1, 2 and Scope 3 category 6: 
business travel)
FY24 consumption kWh
FY23 consumption kWh**
Utility and Scope
UK
Global  
(excluding UK)
Total
UK
Global  
(excluding UK)
Total
Scope 1 total
227,955,715
3,254,572
231,210,287
232,156,125
2,926,117
235,082,242
Gaseous and other fuels (Scope 1)
69,388,545
214,073
69,602,618
77,655,430
527,339
78,182,769
Transportation (Scope 1)
158,567,170
3,040,499
161,607,669
154,500,695
2,398,778
156,899,473
Scope 2 total
202,051,876
28,464,542
230,516,418
194,834,662
38,647,347
233,482,009
Grid-Supplied electricity (Scope 2)
202,051,876
28,464,542
230,516,418
194,834,662
38,647,347
233,482,009
Scope 3 total
903,159
384,594
1,287,753
1,575,910
N/A*
1,575,910
Transportation (Scope 3)
903,159
384,594
1,287,753
1,575,910
N/A*
1,575,910
Total
430,910,750
32,103,708
463,014,458
428,566,697
41,573,464
470,140,161
*	
Scope 3 transport was not included in the previous year’s calculations for B&M France.
**	 In Table 4, reported electricity and natural gas consumption and the resulting emissions for FY23 have been updated following an extensive data review, due to the crediting and 
subsequent rebilling of previusly used invoices.

50
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Table 5: B&M Retail, B&M France and Heron Foods total location-based SECR emissions (tCO2e) (Scope 1, 2 and Scope 3 
category 6: business travel)
FY24 consumption tCO2e
FY23 consumption tCO2e**
Utility and scope
UK
Global  
(excluding UK)
Total
UK
Global  
(excluding UK)
Total
Scope 1 Total
55,852.60
1,007.90
56,860.50
52,565.55
674.73
53,240.27
Gaseous and other fuels (Scope 1)
17,950.43
281.30
18,231.73
15,309.52
96.26
15,405.78
Transportation (Scope 1)
37,902.17
726.60
38,628.77
37,256.03
578.47
37,834.49
Scope 2 total
41,839.75
1,282.97
43,122.72
37,677.13
7,473.62
45,150.75
Grid-supplied electricity (Scope 2)
41,839.75
1,282.97
43,122.72
37,677.13
7,473.62
45,150.75
Scope 3 total
203.13
86.56
289.69
363.49
N/A*
363.49
Transportation (Scope 3)
203.13
86.56
289.69
363.49
N/A*
363.49
Total
97,895.48
2,377.43
100,272.91
90,606.16
8,148.35
98,754.51
*	
Scope 3 transport was not included in the previous year’s calculations for B&M France.
**	 In Table 5, reported electricity and natural gas consumption and the resulting emissions for FY23 have been updated following an extensive data review, due to the crediting and 
subsequent rebilling of previusly used invoices.
Subsidiaries of B&M Retail Limited
Table 6: Heron Foods total energy consumption (kWh) SECR (Scope 1, 2 and Scope 3 category 6: business travel)
FY24 consumption kWh
FY23 consumption kWh
Utility and scope
UK
Total
UK
Total
Scope 1 total
34,669,323
34,669,323
33,200,035
33,200,035
Gaseous and other fuels (Scope 1)
0
0
257,388
257,388
Transportation (Scope 1)
34,669,323
34,669,323
32,942,646
32,942,646
Scope 2 total
51,994,031
51,994,031
47,942,646
47,942,646
Grid-supplied electricity (Scope 2)
51,994,031
51,994,031
47,942,646
47,942,646
Scope 3 total
555,651
555,651
640,215
640,215
Transportation (Scope 3)
555,651
555,651
640,215
640,215
Total
87,219,005
87,219,005
81,782,896
81,782,896
*	
Heron Foods’ energy consumption is included under UK totals in Table 4.
Table 7: Heron Foods total location-based Emissions (tCO2e) SECR (Scope 1, 2 and Scope 3 category 6: business travel)
FY24 consumption tCO2e
FY23 consumption tCO2e
Utility and scope
UK
Total
UK
Total
Scope 1 total
9,278.05
9,278.05
8,602.28
8,602.28
Gaseous and other fuels (Scope 1)
0.00
0.00
46.98
46.98
Transportation (Scope 1)
8,288.60
8,288.60
7,942.30
7,942.30
Refrigerants (Scope 1)
989.45
989.45
613.00
613.00
Scope 2 total
10,766.63
10,766.63
9,196.12
9,196.12
Grid-supplied electricity (Scope 2)
10,766.63
10,766.63
9,196.12
9,196.12
Scope 3 total
124.97
124.97
147.67
147.67
Transportation (Scope 3)
124.97
124.97
147.67
147.67
Total
20,169.65
20,169.65
17,946.07
17,946.07
*	
Heron Foods’ emissions is included under UK totals in Table 5.
TCFD continued

51
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
Table 8: B&M France’s total energy consumption (kWh) SECR (Scope 1, 2 and Scope 3 category 6: business travel).
FY24 consumption kWh
FY23 consumption kWh
Utility and scope
France
Total
France
Total
Scope 1 total
3,254,572
3,254,572
2,926,117
2,926,117
Gaseous and other fuels (Scope 1)
214,073
214,073
527,339
527,339
Transportation (Scope 1)
3,040,499
3,040,499
2,398,778
2,398,778
Scope 2 total
28,464,542
28,464,542
38,647,347
38,647,347
Grid-supplied electricity (Scope 2)
28,464,542
28,464,542
38,647,347
38,647,347
Scope 3 total
384,594
384,594
N/A*
N/A*
Transportation (Scope 3)
384,594
384,594
N/A*
N/A*
Total
32,103,708
32,103,708
41,573,464
41,573,464
*	
Scope 1 refrigerants and Scope 3 transport energy consumptions and emissions were not included in the previous year’s calculations for B&M France.
Table 9: B&M France’s total location-based Emissions (tCO2e) SECR (Scope 1, 2 and Scope 3 category 6: business travel).
FY24 consumption tCO2e
FY23 consumption tCO2e
Utility and scope
France
Total
France
Total
Scope 1 total
1,007.90
1,007.90
674.73
674.73
Gaseous and other fuels (Scope 1)
39.16
39.16
96.26
96.26
Transportation (Scope 1)
726.60
726.60
578.47
578.47
Refrigerants (Scope 1)
242.14
242.14
n/a*
n/a*
Scope 2 total
1,282.97
1,282.97
7,473.62
7,473.62
Grid-supplied electricity (Scope 2)
1,282.97
1,282.97
7,473.62
7,473.62
Scope 3 total
86.56
86.56
N/A*
N/A*
Transportation (Scope 3)
86.56
86.56
N/A*
N/A*
Total
2,377.43
2,377.43
8,148.35
8,148.35
*	
Scope 1 refrigerants and Scope 3 transport energy consumptions and emissions were not included in the previous year’s calculations for B&M France.

52
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Reducing our emissions
Reducing our emissions is the Group’s core 
focus for managing our climate-related risks, 
as it impacts every aspect of our operations. 
A fundamental balancing act at B&M is 
delivering our growth strategy, through our 
store opening programme, whilst identifying 
opportunities to mitigate our environmental 
footprint and reduce emissions. By 
understanding the emissions associated with 
our value chain in table 3 above, we are better 
equipped to set realistic targets and identify 
areas for reduction.
TCFD continued
Table 10: Our emissions and reduction performance so far, FY21-FY24, B&M Retail, B&M France and Heron Foods.
Gross emissions (tCO2e)
Emissions Scope
FY24
FY23
FY21
Percentage change from 
FY21 (baseline) (+/-)
Scope 1
56,861
53,239
49,210
+15.5%
Scope 2 (location-based)
43,123
45,151
52,124
-17.3%
Scope 3
1,259,295
1,386,609
1,598,050
-21.2%
Total
1,359,278
1,485,000
1,699,384
-19.7%
The key climate-related risks identified can 
potentially impact our stakeholder’s concerns, 
products and existing technology. To help 
manage these risks, our sustainability 
manager, evaluates energy-saving 
opportunities, monitor potential sustainable 
product partnerships, review our supply chain 
and work collaboratively with other colleagues 
within the Group. 
The targets in table 11 show how we will 
track our progress. We have engaged a 
third-party specialist, to advise us on our 
sustainability reporting and initiatives, to 
reduce the environmental impact and related 
emissions of our products and technology. 
The initiatives we intend to roll out will help 
reduce the GHG emissions relating to our 
supply chain, transport fleet, energy usage, 
and products (see page 32 for more details). 
Our GHG emission reduction targets, enable 
us to address the climate-related risks referred 
to in Table 2. We will measure this reduction 
annually and by communicating our progress, 
we intend to satisfy any stakeholder concerns 
regarding our exposure to climate-related risks.
Targets
To align with the BRC’s Climate Action 
Roadmap, the Group aspire to achieve 
absolute net zero Scope 1, 2 and 3 emissions 
by 2040 (from a FY21 year baseline), which will 
require significant effort to decarbonise our 
value chain.
Our Scope 3 emissions are key in developing 
our net zero strategy to achieve the Group’s 
net zero ambition. Our focus will be on 
collaboration with our supply chain to 
decarbonise our goods and services as far 
as possible. This approach provides us with 
a consistent way to report and measure our 
progress year-on-year and track progress.
In the short term, we plan to reduce our 
operational (Scope 1 and 2) emissions on an 
absolute basis and engage with our suppliers, 
as per the Science Based Targets Initiative 
(SBTi) guidelines. Our Scope 1 and 2 reduction 
targets have been validated by the SBTi. We 
are committed to achieving a 25% reduction 
in absolute Scope 1 and 2 emissions by 2030 
(from an FY21 baseline), aligned with the SBTi 
well-below-2°C (WB2C) scenario.
As of July 2022, we are aware that the SBTi 
is updating its minimum criteria to a 1.5°C 
scenario, and we intend to update our targets 
in five years as required by the SBTi. We have 
set a short-term Scope 1 and 2 emission 
reduction pathways, which follow a WB2C 
scenario up to 2027 and then a 1.5°C scenario 
from 2027 to 2030. Our short-term Scope 3 
target is based on enhancing our engagement 
with our suppliers; as per the SBTi guidelines, 
we aim to have engaged with 67% of our 
suppliers (based on spend) set science-based 
targets by 2027. The 2030 targets for Scope 1 
and 2 differ from the 2027 objectives for Scope 
3, as engaging with suppliers is financial 
easier than reducing our Scope 1 and 2 
emissions.

53
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
Table 11: Scope 1, 2 and 3 emissions and the associated targets.
Emissions scope 
FY24 Gross  
emissions (tCO2e)
Percentage of 
total emissions
Reduction target
Progress to meet target
Scope 1
56,861
4.2%
25% reduction by 2030 
absolute from a FY21 
baseline
Our Scope 1 and 2 emissions reduced by 
1.3% since FY21 (baseline). Annual average 
reduction of 2.8% is required to meet the 
Scope 1 and 2 target. We also reduced our 
total emissions (Scope 1, 2 and 3) reduced 
by 19.7% against FY21 baseline.
Scope 2 (location based)
43,123
3.2%
Scope 3
1,259,295
92.6%
Engage with 67% of 
suppliers, by spend, 
to set science-based 
targets by FY27.
Engaged with an additional 70 suppliers 
(20% of spend) in FY24 (FY23: 30 suppliers, 
41% of spend). In total, we have therefore 
engaged with 100 suppliers (61% of spend).
Total 
1,359,278
100%
Ambition to be net 
zero by 2040 from a 
FY21 baseline
An annual reduction of 4.7% is required 
to meet our net zero target (from a 
FY21 baseline). Our Scope 1, 2 and 3 
emissions reduced by 19.7% since FY21.
To de-risk the potential financial impact on 
B&M, by avoiding an early write-off of our 
existing assets, negative customer perception, 
potential carbon taxes, or increased cost 
of purchased goods, we want to focus on 
reducing our emissions in the most effective 
way while ensuring the growth of B&M 
continues as planned.
SECR Methodology
The Group’s Scope 1, 2 and 3 consumption 
and CO2e emissions data has been calculated 
using the GHG Protocol – A Corporate 
Accounting and Reporting Standard; 
Greenhouse Gas Protocol – Scope 2 Guidance 
and Environmental Reporting Guidelines: 
Including Streamlined Energy and Carbon 
Reporting Guidance. Government Emissions 
Factor Database 2023 version 1.1 has been 
used, utilising the published kWh gross calorific 
value (CV) and kgCO2e emissions factors 
relevant for the reporting period 01/04/2023 – 
31/03/2024.
Table 12: SECR intensity metrics for B&M Retail, B&M France and Heron Foods.
B&M Retail
Heron Foods
B&M France
Group Total
Revenue (£m)
4,410.32 
559.82 
513.86 
5,484 
Total emissions
77,725.83
20,169.65
2,377.43
100,272.91
intensity metric (tCO2e.£m revenue)
17.62 
36.03 
4.63 
18.28 

54
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Stakeholders and Section 172 Statement
Our stakeholders’ interests
This report describes how the Directors have had regard to sections 172(1)  
(a) to (f) of the Companies Act 2006 in relation to their decision making. 
The Company is a Luxembourg registered 
company and is not subject to the Companies 
Act 2006 or to the Companies (Miscellaneous 
Reporting) Regulations 2018 (together, the 
“Regulations”). It is however subject to the 
UK Corporate Governance Code 2018 (the 
“Code”). The Board considers the Regulations 
to be reflective of best practice. Accordingly, 
it has followed that practice where practical, 
while maintaining its status as a Luxembourg 
registered company.
Stakeholders
Achieving our vision and fulfilling our purpose 
(as set out opposite) means that evaluating and 
considering the interests of our stakeholders 
in our decision making are key to the Group’s 
success. The Group’s key stakeholders include its 
customers, shareholders, employees, suppliers, 
and the environment and communities 
supporting our business and stores. 
The Board uses a number of mechanisms 
through which it is able to determine and 
appraise the interests of stakeholders to 
inform discussion by the Board and its decision 
making. This includes a range of activities from 
regular management reports through to other 
forms of direct engagement by members of 
the Board.
We describe on the following pages how 
we have engaged with the particular key 
stakeholder groups and considered their 
interests in the last year. We have also 
provided further details of our engagement 
with colleagues in the Colleagues section of 
our Corporate social responsibility report on 
page 30.

55
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
Customers
Colleagues
Why we  
engage
Providing great value to our customers is our core purpose as a business. 
We monitor and respond to our customers preferences and needs to 
ensure we maintain a compelling product offering and price proposition 
at our stores.
Engagement with our colleagues is key to understanding how  
the business can support them in carrying out their roles effectively,  
make improvements in our business, and recognise and reward 
exceptional performance.
To develop a diverse and inclusive workforce that reflects the wider 
communities that we serve.
How we  
engage,  
measure  
and monitor
Monitoring our LFL transaction volume and sales trends.
Holding in-store promotional themed events to measure customer 
response and reaction to extra value propositions in different  
product areas.
Regular engagement programmes including colleague listening 
groups, apprentice listening groups, new store and distribution centre 
colleague surveys and bi-annual business updates from management.
Twice yearly colleague surveys for retail, distribution and central support 
colleagues in the UK and annual colleague survey in France.
Provide colleague development and promotion opportunities through  
a range of training programmes. 
Twice yearly updates to the Board on colleague engagement by Tiffany 
Hall, the designated director for workforce engagement1.
Reward strong business performance through payment of discretionary 
bonuses to store, distribution and support centre managers.
Examples  
of actions  
in FY24
The Board reviews LFL sales data every month in the Group’s 
management account reports. This is analysed across each business 
fascia, the Grocery and General Merchandise product split and for 
each main product line within those categories.
The Company took decisive action in driving its store availability and 
standards, to improve customer experience and to encourage repeat 
visits (whilst also ensuring that shareholder’s cash is not tied up in 
excess stock).
The business continued with listening groups in its retail, distribution 
and central support operations. The bi-annual colleague survey was 
completed this year by our B&M UK and Heron Foods colleagues across 
all the main operating functions of those businesses.
The survey measured against five key questions: (i) what is expected 
at work; (ii) if colleagues have all information, knowledge, skills and 
resources to do their jobs well; (iii) if colleagues would recommend B&M 
as a good place to work; (iv) are they happy to work at B&M; and (v) if 
managers have spoken about development in the last 12 months. 
In addition, we carried out another B&M France colleague survey in  
the year, broadening the number of respondents across the business.  
This will continue into FY25.
Our Step-Up development programmes continued offering career progression 
for colleagues looking to apply for Retail Management, Distribution Centre 
Manager and first time manager roles in our Support Centre. 
Targets set to increase ethnic diversity in senior management to 10% by 
2027. To maintain target of female representation at Board and senior 
management level of at least 40%.
Examples  
of outcomes  
in FY24
The three-year LFL data suggests that the Company has been 
successful in attracting new customers while retaining those customers 
who shopped with our stores us in FY21.
71% of B&M UK colleagues engaged in our employee survey with over 
76% confirming that they were happy working at B&M. We adopted a 
more streamlined procedure and survey methodology to enable a more 
data driven analysis of employee feedback and will carry this approach 
into FY25. 
515 colleagues participated in our development “Step-Up” programmes, 
designed to help colleagues progress to department managers, deputy 
managers and store managers.
Discretionary Golden Quarter bonus awarded to high-performing 
leaders in stores. Discretionary bonuses awarded to high-performing 
colleagues in distribution and support centre roles.
Female Board/Executive Committee reports: 42.7%.
Ethnic diversity in senior management currently reflects local 
demographic at 3.7%.
Links and more 
information
  See the Financial review on page 18
  See the Colleagues section in the Corporate social 
responsibility report on pages 33 to 35
1.	
As announced on 5 June 2024, Paula MacKenzie will succeed Tiffany Hall as Designated Non-Executive Director for Workforce Engagement on conclusion of the Annual General 
Meeting on 23 July 2024.

56
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Communities
Why we  
engage
The relationships we have with the communities where we operate our stores and distribution centres are key to the sustainable development and 
growth of our business. We want to serve customers locally with what they want and at great value. We also want to support the communities where 
we operate by providing jobs and career opportunities locally.
How we 
engage, 
measure  
and monitor
Evaluating real estate opportunities for opening new stores in catchments where we are either under-represented or not represented at all. This 
provides jobs and access to our value-led proposition to more communities every time we open new stores.
Providing support for the community at local and national levels where we can contribute to society more generally. Each time we open a new store in 
the UK we try to find a local charity to perform the ribbon-cutting ceremony to promote the good work they do in the community and generate some 
publicity with the local media. We actively encourage our store managers to maintain those relationships in the future and give continued support. 
Examples  
of actions  
in FY24
The Board continued to support the new store openings programme of its B&M and Heron Foods businesses in the UK. That also includes the 
relocation of stores in existing areas where better real estate opportunities exist, and capital and maintenance expenditure on stores ear-marked for 
refurbishment within the existing estate.
The opening of new stores and relocations of stores (often to larger premises) create new jobs and promotion opportunities at those stores and also in 
our distribution centres, while our business continues to grow.
The addition of new Wilko stores means the store pipeline for the next two years remains strong and the long-term potential is now not less than 1,200 
stores. Importantly, the new stores are performing very well.
In FY24, for every new store we opened B&M donated £250 to a local charity and invited them as the VIP to open the new store. 
B&M UK also created a national work experience programme in partnership with the Department for Work and Pensions and Department for 
Communities in Northern Ireland. These programmes have helped the long term unemployed get back to work, providing valuable work experience in 
a retail environment, with supportive mentors, and a guaranteed interview at the end of the placement. Over 1,790 colleagues completed the 4-week 
programme and 1,203 were offered perm/temp employment.
In FY24, Heron Foods colleagues visited schools to provide mentoring, apprenticeship services and advice, as well as attending careers events. 
Heron Foods also participated in the ‘Too Good To Go’ scheme, which allows local communities to buy discounted food from shops which would 
otherwise go to waste
In FY24, B&M UK, B&M France and Heron Foods continued to support multiple charities. For example, B&M chose to support Macmillan, Fashion and 
Textile Children’s Trust and Cash for Kids charities. There is also now an option for colleagues to donate cashback to Fashion and Textile Children’s Trust. 
Heron Foods have celebrated their top 10 fundraising stores for Cash for Kids. Certificates are proudly displayed framed in each store. Heron Foods also 
held a summer of giving incentive, where every store that raised more than £300 over the summer, provided their Area Manager (AM) with a ticket into 
a prize draw. 
Our total charitable donations in FY24 were £11,405,053 (in kind and cash). Total additional stock donated in FY24 came to 199 pallets. Examples of our 
charitable activities in FY24 include:
•	
£20,000 as our Support Centre colleagues participated in Race for life. 
•	
£3,000 for Macmillan, through coffee mornings held amongst our Supply Chain and Support Centre employees.
•	
Over £55,000 through partnership with Proctor and Gamble to raise money for Alder Hey hospital; and
•	
£11.2 million in total for Mission Christmas “Cash for Kids” product donations through customers and colleagues. This helped 212,000 kids  
at Christmas 
We are extremely proud of the efforts and support of everyone getting behind all of these charities, especially during these difficult economic times for 
many. 
Examples  
of outcomes  
in FY24
We opened 47 gross B&M UK stores, 11 B&M France stores and 20 Heron Foods stores (including relocations) in the financial year under review.
Within this number we opened five B&M UK replacement stores, where older, smaller legacy stores were replaced with newer B&M state-of-
the-art stores, often with small garden centres. Typically, replacement stores are at least twice the size of the stores they replace and are an 
important part of the growth strategy.
We recruited 2,146 new store colleagues for ex-Wilko stores in locations in England, Scotland and Wales. 
With the rising cost of living, our value-for-money proposition plays an important role in helping a large number of customers afford their 
everyday essentials.
Links and 
more 
information
  See the Communities section in the Corporate social responsibility report on pages 36 and 37
Stakeholders and Section 172 Statement continued

57
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
Suppliers
Investors
Why we  
engage
We regard our suppliers as key business partners. Many of them 
have worked with us for a number of years. We like to build long term 
relationships with suppliers to support our business. Our continued 
growth gives our suppliers the potential to grow with us, which also 
further strengthens those relationships.
Our investors include shareholders, bondholders and banks. They 
have a direct financial interest in the performance of our business and 
our continued success.
How we 
engage, 
measure  
and monitor
There is regular engagement with the Group’s suppliers led by the 
Group’s Trading Director, Grocery Controller, senior members of the 
Group’s buying and merchandising teams and our Hong Kong based 
sourcing agents. This includes a range of supplier visits, meetings and 
presentations, factory visits and trade fair meetings in China, the UK, the 
US, and the EU with both existing and new suppliers. 
The management team have roadshow presentations and one-to-one 
meetings with investor groups each year on the announcements of our 
half-year and full-year results. Presentations and conference calls with 
question and answer sessions are also held on the announcement of 
the Q1 and Q3 trading updates announcements.
One-to-one conference calls and meetings are also held during the 
year with both existing and potential new institutional investors.
The Board reviews investor relations reports and market updates as 
a standing agenda item at each of its meetings throughout the year. It 
also has an investor relations agenda item with its corporate brokers at 
its strategy day meetings each year.
Examples  
of actions  
in FY24
There has been a continuous rolling programme of ensuring suppliers 
meet appropriate levels of external audit social compliance checks. This 
is important to the welfare of the employees of our suppliers, and the 
maintenance of their ongoing trading relationships with our Group. This 
year, we engaged with an additional 70 suppliers (in addition to the 30 
largest suppliers already engaged with) selected based on financial 
spend, compared to FY23. The ESG supplier questionnaire will help us 
to obtain information regarding their carbon measurement processes 
and reduction efforts, as well as wider ESG ambitions. This programme 
forms part of our supplier engagement target which has been validated 
by the SBTi. 
As referred above, the B&M and Heron Foods UK businesses 
have continued with their new store openings and existing store 
refurbishment programmes during the year. This is important to our 
main building services contractors, many of whom have worked on 
stores with us for several years.
Regular investor briefings help with our substantial number of overseas 
shareholders, including regular updates with such shareholders in 
Australia and North America.
The Group extended its borrowing maturity profile through a bank 
facility extension and in support of our overall leverage levels. 
The Group carried out a bond offering in November 2023 of senior 
secured notes in an aggregate principal amount of £250 million due 
2030. 
The gross proceeds from 2030 Notes were used to purchase up to 
£250 million in aggregate principal amount of its existing £400 million 
3.625% Senior Secured Notes due 2025 in a cash offer to holders of 
2025 Notes.
The Group continued to generate strong results against pre-pandemic 
levels in the financial year under review. The Board considered within 
the context of its capital allocation policy, the opportunity to make 
further returns to shareholders in addition to its ordinary dividend 
policy.
Examples  
of outcomes  
in FY24
The Company has continued to outsource the audit checking processes 
to Multi-Lines International Company Limited (“Multi-Lines”) in relation 
to the Group’s own direct/non-Multi-Lines sourced suppliers. This has 
enabled the Group to apply a consistent and established methodology 
and utilise Multi-Lines expertise and connections across Asia on  
our behalf.
The B&M UK business has continued to use its main store fit-out 
contractors where available to carry out new store opening and existing 
store estate refurbishment works during the year. That has provided 
them with a level of ongoing workstreams.
The company declared the following dividends in FY24:
•	
a special dividend of 20.0p per share in January 2024.
•	
an interim dividend of 5.1p per share paid in December 2023. 
•	
subject to approval from shareholders a final dividend of 9.6p in 
June 2024.
Links and 
more 
information
  See the Supply Chain section of the Corporate social 
responsibility report on pages 38 and 39.
  See the Viability Statement on page 29 and also the 
Financial review on page 18.

58
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Chairman’s introduction to Corporate Governance
A strong foundation of corporate 
governance for continued growth
Dear Shareholder,
This report sets out the main elements of the 
Company’s corporate governance structure 
and how it complies with the UK Corporate 
Governance Code. It also includes information 
required by the Listing Rules and the UK 
Financial Conduct Authority (“FCA”) Disclosure 
and Transparency Rules (“DTRs”). We have 
applied our principles and consider the 
interests of all stakeholders in developing 
our governance framework and in our 
ongoing decision making. In my Chairman’s 
statement on pages 8 to 9, I have highlighted 
a number of topics which indicate how our 
approach to governance has continued to 
evolve with the growth of our Company and 
constantly developing framework of reporting 
requirements. We continue to make good 
progress in implementing our ESG strategy. 
Changes made to our Board recognise the 
continuing importance of gender and ethnic 
diversity and we have set stretching targets to 
grow our ethnic minority representation within 
our senior executive leadership team. A strong 
foundation of corporate governance provides 
a firm basis for the continued growth and 
success of B&M. 

59
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
The Board of Directors of B&M European Value Retail S.A.
Meet our Board
Mike Schmidt
Chief Financial Officer
Appointment: November 2022
Mike joined the B&M Group on 17 October 
2022 and the Board as the Group’s Chief 
Financial Officer on 1 November 2022.
Prior to joining B&M, Mike spent over 
eight years at publicly listed home 
furniture retailer DFS Furniture plc, 
where he was appointed Group Chief 
Financial Officer in 2019. During his time 
at DFS, Mike additionally held executive 
responsibility for property, strategic 
development, legal & compliance, and 
financial services activities, and was 
Non-Executive Chair of DFS’s trading 
subsidiaries Dwell and Sofa Workshop. 
Mike began his career in corporate 
finance, and gained 13 years’ experience 
of working for top tier investment banks 
including Citi and UBS, across equity, debt 
and M&A advisory for various large cap 
international corporations. Mike has an 
MA in Economics and Management from 
Cambridge University.
Committee membership: 
Nil
Peter Bamford
Non-Executive Chairman of 
the Board and Chairman of the 
Nomination Committee
Appointment: March 2018
Peter joined the Board of B&M as 
Non-Executive Chairman on 1 March 
2018. He has extensive experience, in 
both executive and non-executive roles, 
of the retail sector and high-growth 
international businesses and brands. 
He is also a seasoned PLC Director 
and Chairman having served on PLC 
boards for over 27 years in a variety of 
roles. In his non-executive career this 
has included Chairman of Superdry plc, 
Deputy Chairman and Senior Independent 
Director of Spire Healthcare Group plc 
and Non-Executive Director at Rentokil-
Initial plc. In his executive career he was a 
Director of Vodafone Group plc from 1998 
to 2006 where he held senior executive 
roles, including Chief Marketing Officer 
and Chief Executive of Vodafone NEMEA 
region. Prior to that he held a number of 
board and senior executive positions with 
leading retailers including WH Smith, Tesco 
and Kingfisher. 
On 22 January 2024 the Company 
announced the retirement of Peter as 
Chairman. As announced on 5 June 
2024, Tiffany Hall will succeed as Chair on 
conclusion of the Annual General Meeting 
on 23 July 2024.
Committee membership: 
 NOM
Alex Russo
Chief Executive Officer
Appointment: November 2020
Alex joined the B&M Group on 5 October 
2020 and the Board as the Group’s Chief 
Financial Officer on 16 November 2020. On 
26 September 2022, Alex was appointed 
as Chief Executive Officer. 
Alex has had a long senior career in 
retail, having successfully held executive 
board positions in leading international 
retailers including Asda Walmart, Tesco, 
Kingfisher, and Boots. He served as Chief 
Financial Officer, Senior Vice President, at 
Walmart’s Asda business between 2014 
and 2018. Prior to joining Asda, he was 
Tesco’s Chief Financial Officer of South 
Korea, its largest international subsidiary. 
Prior to that, he was Tesco’s Commercial 
Financial Director for its UK business. His 
broad retail career covers the UK, Europe, 
America and Asia. His experience spans 
listed multinational, PE and family-owned 
businesses.
Alex has also been a Non-Executive 
Director in leading consumer 
goods businesses in the UK 
and internationally.
Alex holds an MBA from the London 
Business School with Distinction, and 
undergraduate first class degrees in 
Engineering and Finance. 
Committee membership: 
Nil 
Committee 
membership  
key
A&R
Audit & Risk
REM
Remuneration
NOM
Nomination
Chair

60
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Tiffany Hall
Senior Independent Non-Executive 
Director2 and Chair of the 
Remuneration Committee3
Appointment: September 2018
Tiffany’s experience is in marketing, sales 
and customer services. She previously 
served as Chief Executive Officer of BUPA 
Home Healthcare, Marketing Director at 
BUPA, Head of Marketing at British Airways 
and also Chair of Airmiles and BA Holidays. 
Prior to that, she held various other senior 
positions at British Airways including Head 
of UK Sales and Marketing. 
Tiffany succeeded Ron McMillan as Senior 
Independent Director after the Annual 
General Meeting of the Company in July 
2023.
As announced on 5 June 2024, Tiffany 
Hall will succeed as Chair on conclusion 
of the Annual General Meeting on 
23 July 2024.
External appointments: 
Tiffany is a Non-Executive Director of 
Symington Family Estates SA.
Committee membership: 
REM  
NOM
Tiffany is also the Designated 
Non-Executive Director for 
Workforce Engagement1.
Paula MacKenzie
Independent Non-Executive Director1
Appointment: November 2021
Paula has a strong background in general 
management and finance. Paula is Chief 
Executive Officer of Pizza Express and her 
experience is in transforming Food & Drinks 
businesses, having worked for some of 
the world’s most recognised companies 
including KFC, Diageo, GSK and innocent. 
Paula led the KFC business (part of Yum! 
Brands) in the UK and Ireland as Managing 
Director, and in her 11 years at Yum! had a 
range of senior executive roles including 
Chief Finance Officer, Chief Development 
Officer and Chief Marketing Officer. 
External appointments: 
Paula is an Advisory Board member for 
Pennies, the micro-donation charity.
Committee membership: 
A&R  
NOM  
Ron McMillan
Independent Non-Executive Director 
Appointment: May 2014
Until 2013 Ron worked in PwC’s assurance 
business for 38 years and has deep 
knowledge and experience in relation to 
auditing, financial reporting, regulatory 
issues and governance. He was the Global 
Finance Partner and Northern Regional 
Chair of PwC in the UK and Deputy Chair 
of PwC in the Middle East and acted as the 
audit engagement leader to a number of 
major listed companies. 
The Company announced that Ron would 
retire from the business at the Annual 
General Meeting of the Company in 
July 2024, at which time he would have 
completed ten years’ service in the role. 
Oliver Tant replaced Ron as Chair of the 
Audit & Risk Committee in September 2023 
and Tiffany Hall succeeded Ron as Senior 
Independent Director of B&M following the 
Annual General Meeting of the Company 
in July 2023. 
Committee membership: 
A&R  
REM  
NOM
The Board of Directors of B&M European Value Retail S.A. continued
Meet our Board
Committee 
membership  
key
A&R
Audit & Risk
REM
Remuneration
NOM
Nomination
Chair
1.	
As announced on 5 June 2024, Paula MacKenzie will succeed Tiffany Hall as Designated Non-Executive Director for Workforce Engagement on conclusion of the Annual General 
Meeting on 23 July 2024.
2.	 As announced on 5 June 2024, Oliver Tant will succeed Tiffany Hall as Senior Independent Director on conclusion of the Annual General Meeting on 23 July 2024.
3.	 As announced on 5 June 2024, Hounaïda Lasry will succeed Tiffany Hall as Chair of the Remuneration Committee on conclusion of the Annual General Meeting on 23 July 2024.

61
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
Oliver Tant
Independent Non-Executive  
Director and Chair of the  
Audit & Risk Committee2
Appointment: November 2022
Oliver has over 40 years’ experience as 
a finance professional most recently as 
Chief Financial Officer of Imperial Brands 
plc the FTSE 30 listed consumer brands 
company and prior to that for 30 years 
at KPMG. At Imperial Brands plc, Oliver 
held responsibility for Finance but also 
IT, Procurement, Legal and Corporate 
Development. At KPMG he was a Vice 
Chair and during 20 years as a partner 
he served a wide variety of listed and 
privately-owned clients and also ran 
KPMG’s UK Audit and Global Financial 
Advisory Services businesses. 
Oliver became Chair of the Audit & Risk 
Committee after the Annual General 
Meeting in July 2023. 
External appointments: 
Oliver is a Non-Executive Director  
and Chair of the Audit Committee at 
Redrow plc., ands an Independent  
Non-Executive Director of Mazars LLP and 
the Chair Designate of the Audit Board.
Committee membership:
 A&R  
NOM
Hounaïda Lasry 
Independent Non-Executive Director3
Appointment: September 2023
Hounaïda has international experience 
in general management and marketing. 
She previously spent almost 30 years at 
Procter & Gamble across various sectors 
and geographies. In her final role, she 
had responsibility for a portfolio of Skin 
& Personal Care brands across Europe. 
Hounaïda was also a Non-Executive 
Director on the Advisory Board of the 
Geneva School of Economics  
and Management. 
External appointments: 
Hounaïda is a Non-Executive Director at 
Britvic plc.
Committee membership: 
REM  
NOM
Nadia Shouraboura
Independent Non-Executive Director
Appointment: May 2024
Nadia has a very broad range of 
experience which includes public company 
roles and leading entrepreneurial 
ventures in retail and other sectors. An 
entrepreneur and former senior Amazon 
executive she played a key role in building 
out the company’s technology and 
supply chain capability during a period of 
unprecedented growth in the 2000s and 
early 2010s.
External appointments:  
Nadia is currently serving as a Non-
Executive Director at Ferguson plc, MTS 
Group/Mobile Telesystems PJSC, Tosca 
Limited and Ocado Group plc.
Alongside her three public board roles, 
Nadia has several private and advisory 
roles including New Mountain private 
equity, Formlabs Inc. and Tosca Limited.
Committee membership: 
A&R  
NOM  
Outgoing 
Members
Simon Arora
Executive Director 
Retirement: April 2023
Simon served as Chief 
Executive Officer from 
2004 until September 
2022 and subsequently 
as Executive Director until 
his retirement from the 
Board on 21 April 2023. 
Carolyn Bradley 
Independent Non-
Executive Director 
Retirement: Carolyn 
served as an 
Independent Non-
Executive Director from 
November 2018 until 
July 2023 where she 
decided not to stand for 
re-election to the Board 
at the AGM.

62
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Corporate Governance report
Code compliance
The Board is committed to high standards of 
corporate governance. Except where referred 
to on page 78, (workforce engagement on 
executive pay and the gender and diversity 
targets for Board as described on page 65), 
the Company has complied throughout the 
year under review with the provisions of the 
Listing Rules, the Code published in July 2018 
and the DTRs. At the date of this report the 
Company is fully compliant with gender and 
diversity targets required by the Listing Rules. 
In addition, the Board is working towards 
compliance with changes to the Code which 
come into force in 2025. A copy of the Code 
is available on the UK Financial Reporting 
Council’s (“FRC”) website at www.frc.org.uk.
Management responsibilities
The Executive Directors of the Group and of 
its three main businesses are responsible 
for the day-to-day operational and strategic 
matters in relation to each of the businesses, 
which includes B&M UK, Heron Foods and 
B&M France. Members of the broader senior 
executive team hold regular weekly meetings 
led by the CEO to review progress and 
management activities of the Group.
Board and Committee attendance at scheduled meetings during FY244:
Directors
Board 
5
Attended
Audit & Risk
Committee
3
Attended
Nomination
Committee
3
Attended
Remuneration
Committee
5
Attended
Peter Bamford – Chairman
5
–
3
–
Alex Russo
5
–
–
–
Ron McMillan
5
3
3
5
Tiffany Hall
5
–
3
5
Paula MacKenzie
5
3
3
–
Mike Schmidt 
5
–
–
–
Oliver Tant2
4
3
2
4
Hounaïda Lasry3
3
–
2
3
Directors who retired from the Board during FY24
21
1.	
Simon Arora and Carolyn Bradley both retired from the Board during FY24. Simon Arora did not attend any Board 
or Committee meetings during FY24 prior to his retirement on 21 April 2023. Carolyn Bradley had a full attendance 
record up to her resignation from the Board on 25 July 2023.
2.	 Oliver Tant has a partial attendance record for the year under review due to family commitments preventing  
the attendance at one Board meeting.
3.	 Hounaïda Lasry has a full attendance record from her appointment as a Non-Executive Director  
on 22 September 2023. 
4.	 There were six meetings of the Board scheduled for FY24. However, due to severe weather warning in Luxembourg, 
the meetings of the Board and Committees convened on 18 January 2024 were cancelled. Committees deliberated 
by way of circular resolutions in accordance with Luxembourg Law of 10 August 1915 on commercial companies  
(article 444-4) and the Company’s Articles (article 13.7).
This report sets out the main 
elements of the Company’s 
corporate governance structure 
and how it complies with the UK 
Corporate Governance Code. 
It also includes information 
required by the Listing Rules  
and the UK FCA DTRs. 
•	
approving the long-term strategy 
and objectives of the Group and 
reviewing the Group’s performance and 
management controls; 
•	
approving any changes to the capital 
structure of the Group; 
•	
approving the financial reporting, 
budgets, dividend policy and any 
significant changes in accounting 
policies and practices of the Group; 
•	
approving any major capital projects 
of the Group; 
•	
approving the structure, size and 
composition of the Board and 
remuneration of the Non-Executive 
Directors; and
•	
approving and supervising any material 
litigation, insurance levels of the Group 
and the appointment of the Group’s 
professional advisors.
•	
ensuring a satisfactory dialogue with 
shareholders based on the mutual 
understanding of objectives; and
•	
ensuring the maintenance of a sound 
system of internal controls and risk 
management.
•	
reviewing the Company’s overall 
corporate governance and approving 
the division of responsibilities of members 
of the Board.
Approve
Ensure
Review
Schedule of matters reserved to the Board
The following matters are reserved to the Board for its approval:

63
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
Audit & Risk  
Committee
This Committee is made  
up of four Independent 
Non-Executive Directors 
The main responsibilities of the 
Committee are:
•	
reviewing and monitoring 
the integrity of the financial 
statements and price sensitive 
financial releases of the 
Company; 
•	
monitoring the quality, 
effectiveness and independence 
of the external auditors and 
approving their appointment 
fees; 
•	
monitoring the independence 
and activities of the Internal 
Audit function; 
•	
assisting the Board with the risk 
management strategy, policies 
and current risk exposures; 
•	
reviewing the adequacy and 
effectiveness of the Group’s 
internal financial controls and 
control and risk management 
systems; and 
•	
maintaining effective oversight 
of compliance by our UK 
businesses with the Groceries 
Code.
Nomination  
Committee
This Committee is made up of  
the Chair and six Independent  
Non-Executive Directors 
The main responsibilities of the 
Committee are:
•	
reviewing the structure, size, 
diversity and composition of the 
Board, including the balance 
of Executive and Non-Executive 
Directors; 
•	
putting in place plans for 
the orderly succession of 
appointments to the Board and to 
senior management; 
•	
identifying and nominating 
candidates, for approval by the 
Board, to fill Board vacancies as 
and when they arise; 
•	
ensuring, in conjunction with  
the Chair of the Company, that 
new Directors receive a full, formal 
and tailored induction; and 
•	
keeping under review the 
leadership and senior 
management needs of the Group 
including Executive and Non-
Executive Directors and the wider 
senior management team, with 
a view to ensuring the continued 
ability of the Group to compete 
effectively in the marketplace.
Remuneration  
Committee
This Committee is made  
up of four Independent  
Non-Executive Directors 
The main responsibilities of the 
Committee are:
•	
setting the policy for the Group 
on executive remuneration; 
•	
determining the level of 
remuneration of the Chair, 
the Executive Directors of the 
Company, the Group’s General 
Counsel and the first layer of 
senior management of the 
Group below the Board; 
•	
preparing an annual Directors’ 
remuneration report for 
approval by shareholders at the 
Annual General Meeting of the 
Company; 
•	
designing share schemes 
for approval by the Board for 
employees and approving 
awards to Executive Directors 
and certain other senior 
management of the Group; and 
•	
reviewing pay and conditions 
across the Group’s wider 
workforce.
How we govern
The Board and Committee structure of the Company is as follows:
Terms of reference of each of the Committees are available on B&M’s website at  
www.bandmretail.com
B&M’s Board
The Board of Directors of B&M as at the date of this report has nine members comprising the Chair,  
two Executive Directors and six Independent Non-Executive Directors.
 See pages 59, 60 and 61 for more information
Executive management
The Executive Directors of the Group and of its three main businesses are responsible for the day-to-day 
operational and strategic matters in relation to each of the businesses of the Group, which includes B&M UK, 
B&M France and Heron Foods. Members of the broader senior executive team hold regular weekly meetings 
led by the CEO to review progress and management activities of the Group.
Workforce Engagement 
NED
Tiffany Hall is the Designated 
Non-Executive Director for 
Workforce Engagement1 
The main responsibilities of  
this role are the governance  
and oversight of the following 
matters:
•	
to consider with the Board 
the mechanisms required 
from time to time by the 
Group in relation to Workforce 
Engagement to enable the 
Board to be appropriately 
appraised on colleague 
engagement; 
•	
to coordinate such direct 
engagement between the 
Non-Executive Directors and 
the workforce as is considered 
appropriate; 
•	
to ensure the workforce 
engagement mechanisms 
which are approved by the 
Board are put in place and are 
effective; 
•	
to report on the outputs 
from those mechanisms 
to the Board at least twice 
a year, and make any 
recommendations arising 
from those reports to the 
Board; and 
•	
the holder of this office is 
also supported by members 
of the senior executive 
team of the Group who are 
responsible for the day-
to-day implementation of 
the Workforce Engagement 
mechanisms by the Group.
 See page 69 for a copy  
of the Committee’s report
 See page 74 for a copy  
of the Committee’s report
 See page 76 for a copy  
of the Committee’s report
 See page 33 on  
Workforce Engagement
1.	
As announced on 5 June 2024, Paula MacKenzie will succeed Tiffany Hall as Designated Non-Executive Director for Workforce Engagement on conclusion of the Annual General 
Meeting on 23 July 2024.

64
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Board responsibilities
The Board is collectively responsible for the 
strategy and long-term success of the Group, 
and for ensuring there is an effective system 
of internal controls within the Group for the 
assessment and management of key risks.
The Board has delegated certain 
responsibilities to three main Committees 
to assist in discharging its duties and the 
implementation of matters approved by it (see 
the table on page 63). The reports of each of 
the Committees for the year under review are 
set out on pages 69, 74 and 76.
A presentation of each of the B&M UK, Heron 
Foods and B&M France businesses and their 
up-to-date trading performance is provided by 
the CEO at each Board meeting, together with 
comprehensive financial reports and analyses 
presented by the CFO. During those months that 
fall outside the regular cycle of Board meetings, 
the CEO and CFO also provide reports and 
management accounts packs updating the Board 
on the current trading performance of each of the 
Group’s businesses.
Members of the broader senior management 
teams of B&M UK, Heron Foods and B&M France 
participate at certain meetings of the Board and 
store tours with the Board during the course of the 
year. The senior executive team participates in the 
annual strategy day of the Group. 
The implementation of the Board-approved 
strategy, policies and decisions is delegated 
to the Executive Directors of the Company to 
execute them in relation to the day-to-day 
operational management of the Group’s main 
businesses. The Executive Directors are also 
supported by senior management teams 
in each of the B&M UK, Heron Foods and 
B&M France businesses of the Group. The 
leadership teams of those businesses regularly 
have business update and trading review 
meetings with the Group CEO and CFO.
In addition to the regular scheduled meetings, 
the Board and Committees have passed a 
series of written resolutions during the year in 
relation to the formal decisions taken by them. 
Meetings between the Non-Executive Directors 
and Chair have taken place and the Non-
Executive Directors have met without the Chair 
being present.
The Chair has also had one-to-one meetings 
in the year under review with each of the 
Independent Non-Executive Directors.
The Company held three general meetings of 
shareholders in the year under review, being 
the Annual General Meeting and Extraordinary 
General Meeting on 25 July 2023 and one 
Ordinary General Meeting on 22 September 
2023. In addition, one Ordinary General 
Meeting was held after the year end on 29 May 
2024 to appoint Nadia Shouraboura.
Board composition
Peter Bamford notified the Board in January 
2024 of his intention to retire during the 
calendar year. An executive search firm was 
appointed and a recruitment process for a 
new Chair commenced. Russell Reynolds 
carried out preliminary interviews to create a 
short list of candidates to be considered by the 
Nomination Committee. In addition, an internal 
candidate, Tiffany Hall, was approached by the 
Committee to consider the role of Chair, and 
she confirmed her willingness to be appointed 
as Chair. As a result Tiffany Hall was appointed 
on 4 June 2024 as Chair of the Board of 
Directors. Peter will not stand for re-election 
at the AGM in July 2024, at which point Tiffany 
will takeover as Chair and Peter will ensure an 
orderly handover to his successor.
As previously announced, Simon Arora 
continued as an Executive Director until his 
retirement from the Company on 21 April 2023. 
During the financial year 2023/24 the Board 
approved the appointment of Tiffany Hall, 
as Senior Independent Director1 and the 
appointment of Oliver Tant as Chair of the Audit 
& Risk Committee, each in succession to Ron 
McMillan. It was determined both individuals 
had the requisite skills and experience to fulfil 
the respective roles, having had a number 
of years’ experience on a variety of public 
company boards as Non-Executive Directors. 
Carolyn Bradley did not stand for re-election at 
the AGM in July 2023. Hounaïda Lasry joined 
the Board as Independent Non-Executive 
Director in September 2023, following 
the approval of her appointment by the 
Company’s shareholders at the OGM held 
on 22 September 2023. Nadia Shouraboura 
joined the Board as Independent Non-
Executive Director in May 2024 following the 
approval of her appointment by the Company’s 
shareholders at the OGM held on 29 May 2024.
Ron McMillan will continue in the role of Non-
Executive Director until the AGM in July 2024, 
following which he will retire from the Board. 
The Board comprises the Chair, two Executive 
Directors, being the CEO and CFO, and six 
Independent Non-Executive Directors.
The Code recommends that at least half 
of the Board, excluding the Chair, should 
comprise Independent Non-Executive 
Directors. The Company met this requirement 
during the whole of the year under review, 
with each of Ron McMillan, Tiffany Hall, Paula 
MacKenzie, Oliver Tant and Hounaïda Lasry 
being Independent Non-Executive Directors. 
With the appointment of Nadia Shouraboura 
this requirement continues to be met following 
the year end.
Each of the Independent Non-Executive 
Directors who served during the year under 
review was and continues to be considered 
by the Board to be independent in character 
and judgement. The Code recommends 
that the Board identifies each Non-Executive 
Director it considers to be independent and 
any circumstances which are likely to impair,or 
could appear to impair a Non-Executive 
Director’s independence. By 4 June 2024, 
Ron McMillan will have served on the Board 
for more than ten years from the date of his 
first appointment. The Board nonetheless 
considers that Ron remains independent in 
character and judgement. Ron and all the Non-
Executive Directors are free from relationships 
or circumstances which may affect, or could 
appear to affect, their judgement as Directors. 
Independence is determined by ensuring 
that the Non-Executive Directors do not 
have any material business relationships or 
arrangements (apart from their fees for acting 
as Non-Executive Directors) with the Group or 
its Directors, which in the opinion of the Board 
could affect their independent judgement.
Simon Arora, Bobby Arora and Robin Arora 
and SSA Investments S.à r.l. (“SSA Investments”) 
(together the “Arora Family”) entered into a 
relationship agreement with the Company 
(the “Relationship Agreement”) which came 
into effect on the admission of the Company’s 
shares to trading on the London Stock 
Exchange in June 2014.
On 13 December 2023, SSA Investments sold 
an aggregate of 27.8 million ordinary shares 
in B&M, representing approximately 2.8% of 
B&M’s issued ordinary share capital. Following 
settlement of the placing, SSA Investments hold 
approximately 4.19% of B&M’s ordinary shares, 
taking SSA Investments’ shareholding below 
5%. As a consequence of moving below the 5% 
threshold, the Relationship Agreement expires. 
Corporate Governance report continued
1.	
As announced on 5 June 2024, Oliver Tant will succeed Tiffany Hall as Senior Independent Director on conclusion of the Annual General Meeting on 23 July 2024.

65
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
SSA Investments has undertaken that, subject 
to certain customary exceptions, it will not 
dispose of any further B&M shares for a period 
of 180 days following completion of the placing.
SSA Investments continues to be a related party 
due to Bobby Arora’s continued directorship of 
B&M Retail Limited.
All Directors have service agreements or letters 
of appointment in place and the details of 
the terms of them are set out in the Directors’ 
remuneration report on pages 76 to 95.
Diversity policy
The diversity policy applied to the Board is 
based upon the Listing Rules requirements of 
LR 9.8.6 (9) (as amended in 2022). The overall 
objective of the Company’s diversity policy is to 
ensure that the Company has a well-balanced 
Board at all times in terms of the necessary 
skills, experience and independence of 
character and judgement of its members, for 
the Group to be managed effectively for its 
long-term success.
Appointments to the Board are based on merit 
so that the best candidates are appointed, but 
within that the Company recognises the value 
which a diverse Board brings to the business 
and it embraces diversity in relation to gender, 
race, age, educational and professional 
backgrounds. The Board is well placed to 
meet the Listing Rules requirement in relation 
to diversity. Along with that criteria, diversity in 
relation to international experience (in particular 
in relation to the Group’s chosen markets), 
recent senior management or professional 
experience in retail and/or supply chain sectors 
and functional experiences in relation to 
membership and chair of board committees are 
also relevant criteria of the Company.
Details of the Company’s ethnic and gender 
diversity in relation to the Board and executive 
management of the Group are included in  
the Corporate social responsibility report on 
page 34.
During the year under review the Board was 
not fully compliant with LR 9.8.6 (9) (a) (iii) with 
respect to diversity. For the first month of the 
year the Board had one member from an 
ethnic minority background. The position held 
by this Director (Simon Arora) was Executive 
Director. From May 2023 until September 2023 
the Board did not have a member from an 
ethnic minority background, with this position 
changing with the appointment of Hounaïda 
Lasry in September 2023. 
The Executive Committee being the first level 
of senior management below the Board, has 
one ethnic minority member out of a total of ten 
members, being the Group Trading Director.
As recommended by the Parker Review, the 
Company has voluntarily set targets for 10% 
ethnic minority representation within the 
senior management by the end of FY27. Senior 
management is defined as the Executive 
Committee and their direct reports.
During the year under review the Board did not 
fully comply with the requirement of LR 9.8.6 (9) 
(a) (i) to have 40% of the Board as female. The 
Company had three female Board members 
until July 2023 giving a percentage of female 
Board members in the first half of the year 
of 37.5%. In the following months to October 
2023, the percentage was 28.6%. With the 
appointment of one new female Director in 
September 2023 the percentage of female 
Board members as at the year end was 37.5%. 
With the appointment of one female Director 
in May 2024 and the retirement of one male 
Director in July 2024, the Board will have 50% 
female representation directly following the 
2024 AGM on 23 July 2024. 
In accordance with LR 9.8.6 (9) (a) (ii), for 
the year under review, one of the female 
Board members, Tiffany Hall is the Senior 
Independent Director.
The Executive Committee of the first level of 
senior management below the Board has one 
female member out of a total of ten members, 
being the Group IT Director. The Company has 
a target for 40% female representation within 
the senior management by the end of FY27.
In FY24 the Company collected data in respect 
of diversity from its new starters. Colleagues are 
encouraged to give their ethnic origin, sexual 
orientation, religion, any disability and gender 
in accordance with government guidelines. 
Data collection is performed on the basis of self 
reporting by the individual concerned.
Conflict of interests
Bobby Arora owns shares in SSA Investments 
S.à r.l., which (together with Praxis Nominees 
Limited as its nominee) holds 4.19% of the 
ordinary share capital and voting rights in the 
Company either directly or indirectly as the 
beneficial owner.
Bobby Arora, Ropley Properties Ltd and Triple 
Jersey Ltd are all landlords of certain properties 
leased by the Group. Ropley Properties Ltd and 
Triple Jersey Ltd are owned by Arora family trusts.
Except as referred to above there are no 
potential conflicts of interest between any of 
the Directors or senior management with the 
Group and their private interests.
There is an established process of the Board 
for regularly reviewing actual or potential 
conflicts of interest. In particular, there is 
a process for reviewing property lease 
transactions proposed to be entered into by 
related parties of Directors with any entities 
in the Group, including the provision of 
professional advice and consideration of it 
by a Related Party Transactions Committee 
of the Board (which includes the Chair of the 
Board, Chair of the Audit & Risk Committee 
and the General Counsel of the Group) and 
also by the Company’s Sponsor in providing its 
opinion on the application of the Listing Rules 
and the applicability and appropriateness of 
any exemptions in respect of any transactions 
in the ordinary course of business. Each of 
the transactions are also reported to general 
meetings of shareholders in accordance 
with Luxembourg Law. The above processes 
include:
•	 reports by the property estates team 
of B&M on the relevant subject store’s 
suitability and location and details of the 
principal terms of the proposed lease; 
•	 reports from the external Property 
Consultants of B&M who are retained to 
advise on new store acquisitions, store 
suitability and location strategy; 
•	 reports from external independent Property 
Consultants on the principal commercial 
terms of the proposed lease and site 
location of the proposed new store; 
•	 each of the Chair and General Counsel, and 
also independently of them, the Company’s 
Sponsor, discuss where necessary, the 
reports of the external independent 
Property Consultants with them as part of 
the process of the review by the Related 
Party Transactions Committee of the Board; 
•	 the Company’s Sponsor provides a written 
opinion to the Company in advance of the 
Related Party Transactions Committee’s 
consideration of the relevant proposed 
transactions; 
•	 copies of all the reports referred to above 
and the Sponsor’s Opinion are reviewed by 
the Related Party Transactions Committee 
on behalf of the Board, and, in its updates 
to the Board the Committee provides copies 
of all the above reports and opinions to the 
Board; and 
•	 the Related Party Transactions Committee 
of the Board considers the appropriateness 
of the relevant transactions independently 
of Arora Family interests. 

66
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
The same process above applies to the 
purchase of freehold store premises by the 
Group from those related parties.
In addition to the above processes, the Chair 
of the Audit & Risk Committee monitors on 
behalf of the Board a rolling report produced 
to the Related Party Transactions Committee, 
the Board and the Sponsor, which is updated 
throughout the year, on the number of related 
party leases and rents as a proportion of the 
overall property estate and rents of the Group.
See page 98 in relation to details of related 
party transactions entered into in the financial 
year 2024, also set out in note 27 on pages 147 
to 150 of the financial statements.
Audit & Risk Committee
Oliver Tant succeeded Ron McMillan as Chair 
of the Audit & Risk Committee on conclusion of 
the AGM in July 2023. Oliver has the requisite 
recent and relevant financial experience for the 
role. Details of Oliver’s experience is detailed in 
his biography on page 61.
As at the date of this report, the Audit & Risk 
Committee consists of four Independent 
Non-Executive Directors and the Chair of the 
Committee has recent and relevant financial 
experience.
The members of the Committee during the 
year under review were Oliver Tant (Chair) 
Ron McMillan, Carolyn Bradley (until her 
resignation in July 2023) and Paula MacKenzie. 
Nadia Shouraboura joined the Committee 
following the approval of her appointment by 
shareholders at the OGM on 29 May 2024. 
The Committee as a whole has competence 
relevant to the retail sector. See further the 
biographies of each of the members of the 
Committee on pages 60 and 61.
The duties of the Committee as delegated 
by the Board are contained in the terms of 
reference available on the Group’s corporate 
website (as referred to above) and are also 
summarised in the table on page 63.
All meetings of the Committee are attended by 
the CFO. The Chair of the Board and the CEO 
are also invited to attend. The Group’s Internal 
Audit function, the Group Financial Controller 
and the Luxembourg and UK audit partners of 
the Group’s external auditors also attend.
The Audit & Risk Committee report on pages 69 
to 73 sets out details of the role and activities of 
the Committee in the last financial year.
Remuneration Committee
The Remuneration Committee consists of four 
Independent Non-Executive Directors. The 
members of the Remuneration Committee 
during the year under review were Tiffany Hall 
(Chair)1, Ron McMillan, Oliver Tant, Hounaïda 
Lasry (following her appointment in September 
2023) and Carolyn Bradley (until her resignation 
in July 2023).
The terms of reference of the Remuneration 
Committee are available on the Group’s 
corporate website (as referred to above) and 
are also summarised in the table on page 62.
The Chair of the Board, the CEO and General 
Counsel regularly attend meetings of the 
Committee, at the invitation of the Chair of the 
Committee. The Committee retains external 
advisors who attend and participate at all 
meetings at the request of the Chair of the 
Committee.
The Directors’ remuneration report on pages 76 
to 95 sets out details of the role and activities 
of the Remuneration Committee in the last 
financial year.
Nomination Committee
As at the date of this report, the Nomination 
Committee consists of seven Directors, being the 
Chair of the Board (who chairs the Nomination 
Committee), and each of the six Independent 
Non-Executive Directors of the Company. 
The members of the Nomination Committee 
during the year under review were Peter 
Bamford (Chairman of the Committee), Carolyn 
Bradley (until she stepped down on 25 July), 
Ron McMillan, Tiffany Hall, Paula MacKenzie, 
Oliver Tant and Hounaïda Lasry (subsequent 
to her appointment on 22 September 2023). 
Nadia Shouraboura joined the Committee 
following the approval of her appointment by 
shareholders at the OGM on 29 May 2024.
The duties of the Nomination Committee as 
delegated to it by the Board are contained 
in the terms of reference available on the 
Company’s corporate website (as referred to 
above) and are also summarised in the table 
on page 63.
The Nomination Committee report on pages 74 
and 75 sets out details of the role and activities 
of the Committee in the last financial year.
Board and Committees  
effectiveness review
A formal external review of the effectiveness 
of the Board and its three main standing 
Committees was last conducted in October 2023 
and gave positive and constructive feedback.
The Directors completed confidential 
questionnaires with an external process 
coordinated by Lintstock and the Group’s 
General Counsel. An independent report on 
the feedback provided by the Directors was 
presented to the Board to discuss the main 
themes and points arising from the review. 
The evaluation exercise has given a positive 
review of how the Board and its Committees 
operate. The key area for improvement 
identified was better communications between 
the CEO and the Non-Executive Directors which 
has been addressed. In addition, the support 
given by the Company Secretarial function was 
highlighted as requiring improvement. Changes 
to the leadership and management of this 
function have improved the support significantly. 
No further areas of focus were highlighted and 
there were no major items of concern identified.
In addition to the external review process 
the Chairman has discussions with Executive 
Directors on a one-to-one basis, the Non-
Executive Directors on a one-to-one basis and 
together as a group to discuss matters relating 
to the Board, its balance and monitoring of the 
exercise of powers of the Executive Directors. 
In relation to other Code matters regarding the 
effectiveness of the Board and its members, 
where Directors have external appointments, 
the Committee and the Board are satisfied 
that they do not impact on the time the Director 
needs to devote to the Company.
Approach to ESG governance
The Board held a number of discussions 
throughout FY24 as the management team 
continued to develop their proposed ESG 
strategy and progressed with a number of 
different workstreams. Good progress was 
made in executing the ESG programme in 
accordance with the Board’s ESG strategy. The 
Board is also committed to keeping ESG as a 
standing agenda item for the coming year as it 
looks to maintain momentum in this area. 
The Board considered whether to create 
a separate ESG Committee but decided to 
continue to keep the review of the ESG strategy 
at Board level.
Appointments, induction  
and development
Where any new Director is appointed by the 
Board, the Nomination Committee leads the 
process and evaluates the balance of skills, 
experience, independence, and knowledge 
and diversity on the Board. In light of that 
process, it approves a description of the 
role and capabilities required and identifies 
candidates for the Board to consider using 
external search consultants.
Corporate Governance report continued
1.	
As announced on 5 June 2024, Hounaïda Lasry will succeed Tiffany Hall as Chair of the Remuneration Committee on conclusion of the Annual General Meeting on 23 July 2024

67
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
2
1
6
56%
44%
60%
40%
All new Directors receive a full, formal and 
tailored induction programme and briefing 
with members of senior management. They 
are also required to meet major shareholders 
where requested.
A manual of documents is available for new 
Directors containing information about the 
Group, Directors’ duties and liabilities under 
Luxembourg Law and obligations under the 
Listing Rules, DTRs and the EU and UK Market 
Abuse Regulations, together with governance 
policies and the UK Corporate Governance 
Code.
The induction of Hounaïda Lasry as a new 
Non-Executive Director took place this year 
with a series of structured meetings with the 
Executive Directors and other members of the 
broader senior management team of B&M.  
A similar induction for Nadia Shouraboura  
will take place shortly after the publication  
of this document. 
The Directors update their knowledge and 
familiarity with the businesses of the Group 
throughout each year with a mix of central 
operations and store tours of B&M UK, Heron 
Foods and B&M France stores along with 
members of the senior management of each 
of those businesses. They also participate 
in senior management briefings and 
presentations in relation to each of the B&M 
UK, Heron Foods and B&M France businesses. 
The Nomination Committee considers the training 
and development needs of the Executive Directors. 
The Directors also receive regular updates at 
Board and Committee meetings on law, regulatory 
and governance matters and future developments 
from the Group’s General Counsel.
There is a procedure for Directors to have 
access to independent professional advice, 
at the Company’s expense, in relation to their 
duties should they require it at any time.
Re-election of Directors
The Nomination Committee has recommended 
that each of the Directors be re-elected to the 
Board. This is except for Ron McMillan and Peter 
Bamford who have notified the Company of their 
retirement and that they will not be seeking re-
election to the Board at the AGM on 23 July 2024.
The Board and the Chair consider that all the 
members of the Board standing for re-election 
at the AGM continue to be effective and 
demonstrate commitment to their roles, and 
are able to devote sufficient time to their Board 
and Committee appointments, responsibilities 
and duties. 
Risk management and internal control
The Board has overall responsibility for 
ensuring that the Group maintains a strong 
system of internal controls.
The system of internal controls, supported 
by the Internal Audit function, is designed to 
identify, manage and evaluate, rather than 
eliminate, the risk of failing to achieve business 
objectives. It can therefore provide reasonable 
but not absolute assurance against material 
misstatement, loss or failure to meet objectives 
of the business, due to the inherent limitations 
of any such system.
The Board carried out a review of the key risks 
to the Group’s businesses at its annual strategy 
day conference in the year under review. 
The Board is satisfied that those risks and 
relevant mitigating actions are acceptable for 
a business of the type, size and complexity as 
that operated by the Group.
The key elements of the Group’s system of 
internal controls are as follows:
Financial reporting: monthly management 
accounts are provided to the members of 
the Board that contain current financial and 
operational reports. Reporting includes 
an analysis of actual versus budgeted 
performance and overviews of reasons for 
significant differences in outcomes. The annual 
budget is reviewed and approved by the Board. 
The Company reports half yearly and publishes 
trading updates in line with market practice;
Division of responsibilities
There is a clear division of the roles and responsibilities between the Chair and 
the CEO and no individual has unrestricted powers of decision making.
Chair’s key responsibilities:
Peter Bamford, as the Chair of the Board, is responsible for leading the Board and 
ensuring its effectiveness, setting its agenda and high standards of corporate 
governance. The Chair facilitates the contribution of the Non-Executive Directors 
and constructive relations between them and the Executive Directors.
Chief Executive’s key responsibilities:
Alex Russo, as the Group CEO, is responsible for the day-to-day management 
of the Group and implementation of strategy approved by the Board and 
other Board decisions. His role is supported by the Group CFO and the senior 
executive management teams in each of the Group’s businesses.
Board composition at 4 June 2024
Balance of the Board
  Chair
  Executive Directors
  Independent Non-Executive Directors
Board diversity by gender
  Male	
56%
  Female	
44%
Non-Executive Directors’ tenure
  Less than 3 years	
60%
  3+ years	
40%

68
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Corporate Governance report continued
Risk management: the creation and 
maintenance of a risk register, which is 
continuously updated and monitored, with 
full reviews occurring on a bi-annual basis, 
facilitated by the Internal Audit function of the 
Group. Each risk identified on the risk register 
is allocated an owner, at least at the level 
of a senior manager within the business, 
and the action required, or acceptance of 
the risk is also recorded. The risk registers 
are provided to the Audit & Risk Committee 
and the Committee reports key risks and 
mitigating actions to the Board for monitoring 
as appropriate;
Monitoring of controls: the Audit & Risk 
Committee receive regular reports from the 
Internal Audit function as well as those from 
the external auditors. There are formal policies 
and procedures in place to ensure the integrity 
and accuracy of the accounting records of the 
Group and to safeguard its assets;
Staff policies: there are formal policies of the 
Group in place in relation to anti-bribery and 
corruption, anti-slavery and whistleblowing 
policies in relation to reporting of any 
suspected wrongdoing or malpractice. Those 
policies are reviewed and updated by the 
Group as required from time to time.
The Board and the Audit & Risk Committee 
have carried out a review of the effectiveness 
of the system of internal controls during the 
year ended 30 March 2024 and for the period 
up to the date of approving the Annual Report 
and financial statements. 
Information on the key risks and uncertainties 
of the Group are set out on pages 23 to 29.
Regulatory framework 
Shares in the Company are dematerialised 
and held through an EU member state central 
securities depositary.
The Articles of Association of the Company 
require continued adherence to the UK City 
Code on Takeovers and Mergers (the “City 
Code”) and the Luxembourg Law of 19 May 
2006 on takeovers which contain squeeze-out 
and sell-out rights of minority shareholders.
Shareholder relations
The Board recognises that good 
communication is key to maintaining 
shareholder relations. The Company has a 
senior investor relations professional to act 
as the first point of contact with shareholders. 
Meetings and calls are regularly held with 
institutional investors and analysts in order 
to provide the best quality information to the 
market. 
The formal reporting of our full year results 
will be a combination of webcasts, in-person 
presentations, one-to-one virtual meetings 
and conference calls. The Board members, 
including the Chair, the Senior Independent 
Director and each of the other Non-Executive 
Directors, are available to meet with major 
shareholders where they wish to raise issues 
outside of the above environments.
The Company will also communicate with 
its shareholders through the AGM on 23 July 
2024, at which an account of the progress of 
our businesses over the past year will be given 
with the opportunity for shareholders to raise 
any questions.
The Company holds conference calls and 
one-to-one virtual meetings where practical 
in accordance with market practice generally 
during the course of each financial year with 
bondholders.
The Company’s corporate website at www.
bandmretail.com is regularly updated with our 
releases to the market and other information 
and includes a copy of this Annual Report and 
financial statements.
Other disclosures
Where information is applicable under Listing 
Rule 9.8.4R in relation to the Group, the 
independence statement can be found on 
page 98 of this report.
Disclosures under DTR 7.2.6R with regard to 
share capital are set out in the sections headed 
“Share capital”, “Shareholders” and “Section (a) 
Share capital structure”, in the Directors’ report 
and business review on pages 96 to 100.
Peter Bamford
Chairman
4 June 2024

69
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
Audit & Risk Committee report
The Committee has oversight of the external financial reporting 
of the Group, risk management and mitigation, the internal 
control framework and the effectiveness of internal and 
external audit.
Dear Shareholder,
During the financial year, the Audit & Risk 
Committee has continued to carry out a key 
role within the Group’s governance framework, 
supporting the Board in risk management, 
internal control and financial reporting.
The Committee exercises oversight of the 
Group’s financial policies and reporting. 
It monitors the integrity of the financial 
statements and reviews and considers 
significant financial and accounting estimates 
and judgements. The Committee satisfies itself 
that the disclosures in the financial statements 
about these estimates and judgements are 
appropriate and obtains from the external 
auditor an independent view of the key 
disclosure issues and financial statement risks. 
In relation to risks and controls, the Committee 
ensures that these have been identified 
and that appropriate responsibilities and 
accountabilities have been set.
A key responsibility of the Committee is to 
review the scope of work undertaken by the 
internal and external auditors and to consider 
their effectiveness.
The Committee has also considered the 
narrative in the Strategic Report and believes 
that sufficient information has been provided 
to give shareholders a fair, balanced and 
understandable account of the Group’s business.
During the year, the Committee again oversaw 
the process used by the Board to assess the 
viability of the Group, the stress testing of key 
trading assumptions and the preparation of the 
Viability Statement, which is set out on page 29, 
in the Principal risks and uncertainties section 
of the Strategic Report.
The Committee has continued to monitor 
related party transactions and has monitored 
the Group’s compliance with the Groceries 
Code.
Further information on the Committee’s 
responsibilities and the manner in which they 
have been discharged is set out below.
Going forward, I shall ensure that the 
Committee continues to acknowledge and 
embrace its role of protecting the interests 
of shareholders as regards the integrity 
of published financial information and the 
effectiveness of audit.
The Committee continues to monitor the 
outcome of the consultations on the UK 
Government’s proposals to restore trust in 
audit and corporate governance.
I am available to speak with shareholders at 
any time and will also be available at the AGM 
on 23 July 2024 to answer any questions you 
may have on this report.
I would like to thank my colleagues on the 
Committee for their continued help and 
support during the year.
Oliver Tant
Chair of the Audit & Risk Committee
4 June 2024

70
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Committee composition
Throughout FY24 the Committee comprised 
three members, each of whom is an 
Independent Non-Executive Director of the 
Company. Two members constitutes a quorum. 
The Committee must include one financially 
qualified member with recent and relevant 
financial experience. Each of the Committee 
Chair, Ron McMillan and Paula MacKenzie 
fulfil that requirement. All members are 
expected to understand financial reporting, the 
Group’s internal control environment, relevant 
corporate legislation, the roles and functions of 
internal and external audit and the regulatory 
framework of the business. As reflected in the 
biographical summaries on pages 60 and 61, 
all members of the Committee have significant 
experience of working in or with companies in 
the retail and consumer goods sectors and, as 
such, the Audit & Risk Committee as a whole 
has competence relevant to the retail sector.
During FY24, the members of the Committee 
were Oliver Tant, Ron McMillan, Paula 
MacKenzie and Carolyn Bradley (until her 
resignation in July 2023).Nadia Shouraboura 
joined the Committee following the approval 
of her appointment by shareholders at the 
OGM in May 2024 bringing total membership 
of the Committee to four members. Details of 
Committee meetings and attendance are set 
out on page 62 of the Corporate Governance 
report. The timing of Committee meetings 
is set to accommodate the dates of release 
of financial information and the approval of 
the scope and reviews of outputs from work 
programmes executed by the internal and 
external auditors. In addition to scheduled 
meetings, the Chair of the Committee has had 
many discussions with the CFO and the internal 
and external auditors during the course of the 
year.
Although not members of the Committee, Mike 
Schmidt (CFO), Alex Simpson (General Counsel), 
Peter Waterhouse (Group Financial Controller) 
and representatives from the internal and 
external auditors attended Committee 
meetings. The Chair of the Board and the CEO 
have also attended Committee meetings upon 
the invitation of the Chair of the Committee. 
Responsibilities
The responsibilities of the Audit & Risk 
Committee, as delegated by the Board, are set 
out in its terms of reference which are available 
on the Group’s corporate website. They include 
the following:
•	 reviewing the integrity of the financial 
statements, price sensitive financial 
releases of the Group and the significant 
financial judgements and estimates 
relating thereto; 
•	 monitoring the scope of work, quality, 
effectiveness and independence of the 
external auditors and approving their 
appointment, reappointment and fees; 
•	 monitoring and reviewing the 
independence and activities of the Internal 
Audit function; 
•	 assisting the Board with the development 
and execution of a risk management 
strategy, risk policies and current risk 
exposures, including the maintenance of 
the Group’s risk register; 
•	 keeping under review the adequacy 
and effectiveness of the Group’s internal 
financial controls and internal control and 
risk management systems; 
•	 making recommendations to the Board in 
relation to the appointment of the external 
auditor; and 
•	 maintaining effective oversight of 
compliance by our UK businesses with the 
Groceries Code.
Committee activities in FY24
In discharging its oversight of the matters 
referred to in the introductory letter to this 
report and as set out below, the Committee 
was assisted by management, the Group’s 
General Counsel and the internal and  
external auditors.
The recurring work of the Committee
The Committee considered the following 
matters during the year:
•	 consideration of the Annual Report and 
financial statements of the Group; 
•	 consideration of the interim results report 
and non-statutory financial statements of 
the Group for the half year; 
•	 consideration of regulatory news service 
announcements by the Company;
•	 consideration of significant areas of 
accounting estimation or judgement; 
•	 consideration of the significant risks 
included in the Annual Report and of the 
risk management processes applied 
including satisfying itself that those 
processes are rigorous and that the risks 
emerging are appropriately disclosed; 
•	 consideration of fraud risks and the controls 
in place to detect any occurrences;
•	 approval of the external auditors terms of 
engagement, audit plan and fees; 
•	 review of the effectiveness and 
independence of the external auditors;
•	 review of the going concern and viability 
statements; 
•	 approval of the internal audit plan; and 
•	 reports of the UK businesses of the Group 
regarding compliance with the Groceries 
Code and the annual compliance report to 
be filed with regulatory bodies.
Accounting matters
The Committee considered the following 
accounting matters during the year:
•	 the methodology and assumptions applied 
by the Group to the value of inventory;
•	 the relative of prominence of IFRS figures 
and other financial metrics;
•	 accounting practices in relation to 
warehouse dilapidations liabilities;
•	 goodwill impairment in relation to each of 
the companies in the Group;
•	 hedge accounting;
•	 preparations for upcoming changes to UK 
Corporate Governance legislation; and
•	 the process and controls around the rollout 
of the new finance system.
The Group’s performance measures 
continue to include some measures which 
are not defined or specified under IFRS. The 
Committee has considered presentation of 
these additional measures in the context 
of the Guidance issued by the European 
Securities and Markets Authority and the 
FRC in relation to the use of Alternative 
Performance Measures (“APMs”), challenge 
from the external auditor, and the requirement 
that such measures provide meaningful 
insight for shareholders into the results and 
financial position of the Group and that the 
APMs support understanding of the financial 
statements. These APMs are described in 
note 1 of the financial statements and a 
reconciliation of the APMs to the equivalent IFRS 
measures is provided in note 3.
In considering the accounting matters referred 
to above the Committee had regard to papers 
and reports prepared by the Group’s finance 
department and the external auditors and 
the explanations and disclosures made in the 
Group’s financial statements. The Committee 
also considered the significance of these 
accounting matters in the context of the 
Group’s financial statements and their impact 
on the Group’s statement of comprehensive 
income and the statement of financial position.
Audit & Risk Committee report continued

71
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
The meetings at which the following matters were considered are set out below:
September
2023
November
2023
January
2024
May
2024
Internal Audit
Internal Audit annual evaluation
•
Internal Audit work plans, reports and updates
•
•
•
•
External Audit
Audit reports on preliminary results and Annual Report FY24
•
Audit report on the Group’s interim results FY24
•
External audit plan and strategy
•
External auditor’s effectiveness/independence and quality of audit
•
Non-audit services provided by the external auditor
•
•
Accounting matters
The methodology applied to inventory valuation
•
•
Adopting accounting for hedging instruments and policy
•
•
Relative prominence of non-IFRS measures
•
Accounting for property dilapidation costs
•
Goodwill impairment testing
•
•
Preparations for upcoming changes to UK Corporate Governance legislation
•
•
The process and controls around the rollout of the new finance system
•
•
Other matters
Review of the internal controls framework to prevent fraud
•
Review of the corporate risk register and risks included in the Annual Report
•
•
•
Review of related party transactions (flights)
•
•
•
•
Quarterly reviews of related party transactions (associated companies)
•
•
•
•
Year-end final review of related party transactions (store leases)
•
•
Consideration of post-Brexit implications for financial reporting
•
•
Review of Groceries Code compliance and complaints
•
•
•
•
Review of going concern and viability for FY23 and FY24
•
•
B&M UK
IT security controls
•
Distribution centre accident reporting and investigations
•
Risk register mitigations
•
UK SOx readiness (deferred)
N/A
N/A
N/A
N/A
Foreign exchange hedging
•
Payroll
•
Distribution centre security
•
FMCG delisting
•
Supply chain – direct imports QA
•
Distribution centre goods-In
•
Mandatory training
•
UK store standards assessment process
•
Corporate policy compliance
•
Third-party sales ledger
•
Supplier backhaul
•
Store cash banking
•
Stores repairs and maintenance
•
Distribution centre agency costs
•
Employability programmes
•
Store stocktake attendance
•
Heron Foods
Store support centre payroll
•
Corporate policy compliance
•
Distribution centre goods-in
•
Transport – operator licence compliance
•
B&M France
Store standards
•
Corporate policy compliance
•
New stores opening procedures
•
New stores identification
•
Other Tasks
Follow-up of recommendations and management actions
•
•
•
•

72
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
IT systems and business continuity
The success of the business relies on the 
development and operation of IT systems 
which are efficient and effective. In addition, 
the integrity and security of the IT systems are 
vital from a commercial standpoint. IT systems, 
cyber security and business continuity are 
acknowledged as being significant risks and 
the risk mitigations and key actions in FY24 
are set out in the principal risk section of this 
Annual Report on page 27 and include the 
benefits from significant investment in new  
IT systems during FY24.
Regulation
The Group operates within a fast-moving and 
increasingly regulated marketplace and is 
challenged by regulatory requirements across 
the board, including those controlling bribery 
and corruption, the importation of goods, data 
protection and health and safety. This creates 
risk to the organisation as non-compliance can 
lead to financial penalties and reputational 
damage in respect of customers, employees, 
suppliers and stakeholders.
The Board reviewed the Group’s compliance 
procedures and the application of policies 
relating to fraud, anti-money laundering  
and anti-bribery.
As a standing agenda item at each of its 
meetings, the Committee considered and 
reviewed B&M and Heron Foods’ compliance 
with the Groceries Code. After the year end 
the Committee also reviewed the annual 
compliance report of B&M and Heron Foods in 
relation to the Groceries Code and approved 
it for submission to the regulatory bodies in 
accordance with The Groceries (Supply Chain 
Practices) Market Investigation Order 2009.
Related party transactions
There is an established process for the 
consideration and review of related party store 
lease and freehold acquisition transactions of 
the Group with the Arora Family. Details of that 
process are set out on pages 65 and 66 of the 
Corporate Governance report above.
The Committee reviews and monitors for 
the Board the overall total number of related 
party store leases and rents of the Group with 
those related parties during the course of the 
year, with a view to assessing any potentially 
material increases in the proportion of those 
store leases or rents compared with the overall 
store estate and rent roll.
Internal control and risk management
The Board has overall responsibility for 
ensuring that the Group maintains a sound 
system of internal controls. There are inherent 
limitations in any system of internal controls 
and no system can provide absolute assurance 
against material misstatements, loss or failure. 
Equally, no system can guarantee elimination 
of the risk of failure to meet the objectives of 
the business. Against that background, the 
Committee has helped the Board develop and 
maintain an approach to risk management 
which incorporates the framework within which 
risk is managed and the responsibilities and 
procedures pertaining to the application of  
the policy.
The Group is proactive in ensuring that 
corporate and operational risks are identified 
and managed. A corporate risk register is 
maintained which details:
1.	 the risks and the impact they may have; 
2.	 actions to mitigate risks; 
3.	 risk scores to highlight the implications of 
occurrence; 
4.	 ownership of risks; and 
5.	 target dates for actions to mitigate risks. 
A description of the principal risks is set out on 
pages 23 to 28.
The Board has confirmed that it has carried 
out a robust assessment of the principal risks 
facing the Group, including emerging risks and 
those which threaten its business model, future 
performance, solvency or liquidity.
The Board considers that the processes 
undertaken by the Committee are 
appropriately robust and effective and in 
compliance with the guidelines issued by the 
FRC. During the year, the Board has not been 
advised by the Committee nor has it identified 
itself, any failings, frauds, or weaknesses 
in internal control which it has determined 
to be material in the context of the financial 
statements.
The Committee continues to believe that 
appropriate controls are in place throughout 
the Group, and that the Group has a well-
defined organisational structure with clear 
lines of responsibility and a comprehensive 
financial reporting system. The Committee also 
believes that the Company complies with  
the FRC guidance on Risk Management, 
Internal Control and related Financial  
Business Reporting.
Furthermore, the Internal Audit function has 
carried out an assessment of the effectiveness 
of actions taken by management to mitigate 
significant risks and this has been reviewed by 
the Committee.
Reviewing the draft interim  
and annual reports
The Committee considered in particular  
the following:
•	 the accounting principles, policies and 
practices adopted and the adequacy of 
related disclosures in the reports; 
•	 the significant accounting issues, estimates 
and judgements of management in relation 
to financial reporting; 
•	 whether any significant adjustments were 
required as a result of the audit; 
•	 compliance with statutory tax obligations 
and the Group’s tax policy; 
•	 whether the information set out in 
the Strategic Report was balanced, 
comprehensive, clear and concise and 
covered both positive and negative aspects 
of performance; and 
•	 whether the use of APMs obscured  
IFRS measures.
Going concern and financial viability
The Committee reviewed the appropriateness 
of adopting the going concern basis of 
accounting in preparing the financial 
statements and assessed whether the 
business was viable in accordance with the 
Code. The assessment included a review of the 
principal risks including emerging risks facing 
the Group, their financial impact, how they 
are managed, the availability of finance and 
the appropriate period for assessment. The 
Committee also ensured that the assumptions 
underpinning forecasts were stress tested.
During the year, the Group refinanced part 
of its existing 2020 £400m high yield notes 
and issued new £250m notes maturing 
in November 2030. The remaining £156m 
outstanding matures in July 2025 with no 
issues foreseen with refinancing. The Group 
also enacted the one-year extension to our 
Group term loan and revolving credit facility 
until March 2029, including a further one-year 
extension option.
As a result, the Committee is satisfied that 
the going concern basis of accounting is 
appropriate and the Group is viable over its 
assessment period. Further information is 
included within the Group’s Viability Statement 
on page 29.
Fair, balanced and understandable
The Committee considered whether the 
2024 Annual Report is fair, balanced and 
understandable and whether it provides the 
necessary information to shareholders to 
assess the Group’s position, performance, 
business model and strategy. The Committee 
considered management’s assessment of 
items included in the financial statements and 
the prominence given to them. The Committee 
and subsequently the Board were satisfied 
that, taken as a whole, the 2024 Annual  
Report and Accounts are fair, balanced  
and understandable.
Audit & Risk Committee report continued

73
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
External auditors
KPMG Audit S.à r.l. (“KPMG”) were reappointed by 
shareholders at the AGM on 25 July 2023 as the 
Group’s independent external auditors (réviseur 
d’entreprises agréé) for the financial year ended 
30 March 2024. The partners responsible for the 
audit are Fabien Hedouin, a partner in KPMG’s 
Luxembourg office and Andrew Cawthray, 
a partner in KPMG’s Birmingham office. In 
accordance with best practice, the Company will 
review the provision of audit services and KPMG 
will be invited to participate in the tender to be 
carried out in the second half of FY25.
Audit independence
The Committee sought and was provided 
with assurance from the Audit Engagement 
partners that they and all members of KPMG’s 
staff engaged in the audit had confirmed that 
they and their dependents were independent 
and that KPMG as a firm was independent.
Audit quality
The Committee assessed the quality of KPMG’s 
audit in a number of ways:
1.	 the Committee met with the senior 
members of the KPMG audit team on three 
occasions during the year and discussed 
the planning, execution and reporting 
of audit work and findings. All senior 
members of the KPMG team contributed to 
these meetings; 
2.	 in conjunction with the CFO and senior 
members of the finance team, the Audit & Risk 
Committee discussed and assessed KPMG’s 
approach to the execution of and reporting 
of their audit and related findings; and 
3.	 the Committee considered the matters set 
out in KPMG’s 2023 Transparency Report, 
dealing with audit quality monitoring and 
remediation. It considered the results of 
internal and external engagement reviews 
and the steps being taken by KPMG to 
address findings. Within KPMG, audit 
quality is monitored at a global level and at 
an engagement level with all engagement 
partners being reviewed at least once in a 
three-year cycle.
In reviewing KPMG’s 2023 Transparency 
Report, the Committee noted the firm’s 
commitment to delivering the right standards 
of governance, culture, quality and risk 
management. The Committee also discussed 
with KPMG the results of the FRC Audit 
Quality Inspection of the UK firm, which were 
published in July 2023.
The Committee recognised that the majority of 
the audits inspected were found to not require 
more than limited improvements and that over 
a three year period KPMG’s results remained 
in line with their peers whilst they continue to 
invest with no complacency in regards to their 
audit quality.
In relation to the Group’s audit, the Committee 
has reviewed the performance of KPMG with 
input from management, the Group’s finance 
and Internal Audit functions and the General 
Counsel. The conclusions reached were that 
KPMG has continued to perform the external 
audit in a very professional and efficient 
manner and it is, therefore, the Committee’s 
recommendation that the reappointment of 
KPMG be put to shareholders at the AGM on 
23 July 2024.
The Committee reviewed the reports 
prepared by KPMG on key audit findings 
as well as the recommendations made by 
KPMG to improve processes and controls 
together with management’s responses to 
those recommendations. Management has 
committed to making appropriate changes in 
controls in the areas highlighted by KPMG.
The Committee considered in detail KPMG’s 
audit planning documentation and satisfied 
itself that the audit work to be carried out by 
KPMG covered all significant aspects of the 
Annual Report and Accounts. There were no 
areas which the Audit & Risk Committee asked 
KPMG to look at specifically. KPMG’s report to 
the Audit & Risk Committee at the conclusion 
of the audit confirmed that the audit had 
been carried out as set out in the planning 
documentation and the Audit & Risk Committee 
considered the findings of KPMG as reflected 
in their audit opinion and their year end report 
to the Board. KPMG’s audit opinion sets out 
the key matters that, in their professional 
judgement, were of most significance in their 
audit. These are consistent with the key matters 
considered and agreed with the Audit & Risk 
Committee when the audit was planned. 
KPMG’s opinion describes how these matters 
were addressed in the audit and the scope  
and nature of their work reflects the 
thoroughness of their approach and the 
degree of scepticism applied.
Non-audit work
The Board’s policy in relation to the auditors 
undertaking non-audit services is that they 
are subject to tender processes with the 
allocation of work being done on the basis of 
competence, cost effectiveness, regulatory 
requirements, potential conflicts of interests 
and knowledge of the Group’s business. Fees 
for new audit work must be approved by the 
Committee in advance.
KPMG were paid £1,468,000 during the year 
in relation to audit work and £100,000 in 
relation to work associated with audit-related 
assurance services. Fees for other services 
provided by KPMG were £160,381 which 
principally related to other assurance services.
The Committee is mindful of the attitude 
investors have to the auditors performing 
non-audit services. The Committee monitors 
the appointment of the auditors for non-audit 
services with a view to ensuring that non-audit 
services do not compromise the objectivity and 
independence of the auditors. The Committee 
will continue to ensure that fees for non-audit 
services will not exceed 70% of aggregate 
audit fees measured over a three-year period.
Critical judgements
Critical judgements and key sources of 
estimation uncertainty are set out on page 118  
of the Annual Report. These relate to investments 
in associates and hedge accounting.
Internal audit
The Group Internal Audit function has a direct 
reporting line to the Committee and they 
were represented at all Committee meeting 
discussions throughout the year. During the 
year, the Group Internal Audit team undertook 
a programme of work which was discussed 
with and agreed by both management and 
the Committee, and which was designed to 
address both risk management and areas of 
potential financial loss.
During the year, the Committee received 
reports from the Internal Audit function as set 
out on page 71.
In relation to each of the areas covered, 
Internal Audit made recommendations for 
improvements, all of which were agreed by 
management and either have been or are 
being implemented. Where areas requiring 
improvement have been identified, the 
Committee has satisfied itself that processes 
are in place to ensure that the necessary action 
is taken and that progress is monitored.
The Committee has evaluated the performance 
of Internal Audit and has concluded that 
it provides constructive challenge to 
management and demonstrates a constructive 
and commercial view of the business.
Committee performance
The performance of the Committee during the 
year was evaluated as part of a broader Board 
effectiveness review conducted externally and 
led by the Chair of the Board, as described on 
page 66.
Oliver Tant
Chair of the Audit & Risk Committee
4 June 2024

74
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Nomination Committee report
The Nomination Committee has responsibility for regularly reviewing 
the structure, size and composition, and diversity of the Board. It also 
reviews the leadership and senior management needs of the Group, 
with the aim of ensuring the continued ability of the Group to compete 
effectively in the marketplace.
Dear Shareholder,
The Nomination Committee’s report for the 
year ended 31 March 2024 is set out below.
Committee composition, responsibilities 
and effectiveness
The members of the Committee during the 
year were Peter Bamford (Chairman of the 
Committee), Carolyn Bradley (until 25 July 2023) 
and each of the five Non-Executive Directors being 
Ron McMillan, Tiffany Hall, Paula MacKenzie, 
Oliver Tant and Hounaïda Lasry (following her 
appointment on 22 September 2023). Although 
not members of the Committee, the CEO Alex 
Russo and the General Counsel attended each 
of the Committee’s meetings during the year. In 
addition, the Committee invited the Group People 
Director as and when it considered appropriate 
to attend the meeting. Details of Committee 
meetings, and attendances are set out on page 
62 of the Corporate Governance report.
The Committee has responsibility for reviewing 
the structure, size and composition of the Board, 
including the skills, knowledge, experience and 
diversity of the Board. Further details of the other 
main responsibilities of the Committee are set out 
on page 63 of the Corporate Governance report. 
The Committee’s terms of reference are also 
available on the Company’s website at  
www.bandmretail.com
The effectiveness of the Committee during the 
year was evaluated in September 2023 as part of 
a broader Board performance review conducted 
externally and led by the Chairman of the Board. 
Committee activities
During the year under review the main 
activities of the Committee was primarily 
focused on succession planning for the 
several key roles on the Board. Diversity, wider 
executive team development, retention and 
conflicts of interest were also considered, each 
of which are described in further detail below.
Board succession
In the period under review, the Committee, 
led by the Chairman, oversaw the process 
of identifying and recommending the 
appointment of two new Non-Executive 
Directors. The searches were carried out 
by Audeliss Limited and Russell Reynolds 
Associates, who carried out preliminary 
interviews to create a short list of candidates to 
be considered by the Nomination Committee. 
As a result of the process Hounaïda Lasry 
joined the Board on 22 September 2023  
as an Independent Non-Executive Director.  
The work of the Committee resulted in  
Nadia Shouraboura’s appointment early  
in FY25 on 29 May 2024.
The Committee ensures that a comprehensive 
induction process is carried out with all new 
Directors on their appointment to the Board. 
The details of the induction process carried out 
with Hounaïda is set out on page 66 and 67. 
A similar induction will follow for Nadia after 
publication of this document. 
Oliver Tant succeeded Ron McMillan as Chair 
of the Audit & Risk Committee following the 
AGM in July 2023 when Ron stepped down 
from his roles as Senior Independent Director 
and Chair of the Audit & Risk Committee. Oliver 
has the requisite recent and relevant financial 
experience for the role. Tiffany Hall succeeded 
Ron as Senior Independent Director following 
the AGM in July 2023. Tiffany has served on 
the Board for six years and has been Chair of 
the Remuneration Committee since 1 January 
2020 and has a wealth of public company 
board experience including formerly Senior 
Independent Director at Howden Joinery  
Group plc.
Carolyn Bradley decided not to stand for re-
election as a Non-Executive Director at the FY23 
AGM. In order to ensure continuity on the Board 
with the number of changes in other roles in 
FY24, Ron McMillan agreed to continue the role of 
Non-Executive Director for an additional year until 
the AGM in July 2024. As previously announced, 
Ron will retire from the Board at the conclusion of 
the Company’s AGM on 23 July 2024.
Peter Bamford notified the Board in January 
2024 of his intention to retire during the calendar 
year and Tiffany hall, acting in her capacity as 
Senior Independent Director, was appointed 
by the Nomination Committee to lead the 
recruitment process. An executive search firm, 
Russell Reynolds was appointed who created a 
shortlist of external candidates for interview in 
consultation with the Nomination Committee. In 
addition to the external candidates, an internal 
candidate, Tiffany Hall, was approached 
for consideration and she confirmed her 
willingness to be considered for the role of 
Chair. Following Tiffany’s confirmation of interest 
in the role of Chair, the Chair recruitment 
process was led by Ron McMillan. Following 
careful consideration of all the candidates, the 
Nomination Committee recommended Tiffany’s 
appointment to the role of Chair which was 
subsequently approved by the Board. As a result 
Peter will not stand for re-election at the AGM 
in July 2024 and following conclusion of the 
meeting Tiffany will be appointed as Chair. 
 
As announced on 5 June 2024, Oliver Tant will 
succeed Tiffany Hall as Senior Independent 
Director, Hounaïda Lasry will succeed Tiffany 
as Chair of Remuneration Committee and 
Paula MacKenzie will succeed Tiffany Hall as 
the Designated Non-Executive Director for 
Workforce Engagement from conclusion of the 
Annual General Meeting on 23 July 2024.
Board diversity
Throughout the year, the Committee has 
continued to develop its succession planning 
in relation to both executive and non-executive 
roles. In particular, the Committee has 
continued to review the Group’s diversity in 
relation to the Board and at other levels of senior 
management in the business. As referred to 
on page 65, the Group’s recruitment processes 
and diversity policy, recognise the value which a 
diverse board brings to its business. 

75
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
The Committee is aware that the Listing 
Rules require UK listed companies to report 
information and disclose against targets on the 
representation of women and ethnic minorities 
on their boards, with the intention of making 
it easier for investors to see the diversity of 
their senior leadership teams. The rules apply 
to premium listed companies and the period 
under review in this report requires reporting 
against the Listing Rules requirement.
For the first half of FY24 as a consequence 
of succession planning for key roles the 
proportion of female Directors on the Board 
fell below the Listing Rules gender targets 
of at least 40% of females appointed to the 
Board. In the second half of FY24 with the 
appointment of Hounaïda Lasry this proportion 
increased to 37.5% of females appointed to 
the Board. However, as a consequence of 
the appointment of Nadia Shouraboura the 
proportion of female Directors on the Board 
now stands at 44% exceeding the Listing 
Rules target of 40%. Following Ron McMillan’s 
retirement at the AGM in July 2024, the 
proportion of female Directors on the Board  
will increase to 50%. 
As set out above, the Board appointed Tiffany 
Hall to the position of Senior Independent 
Director from July 2023. This satisfies the target 
that at least one of the senior Board positions, 
Chair, CEO, CFO or Senior Independent Director 
should be a woman. This target will continue 
to be satisfied from conclusion of the Annual 
General Meeting in July 2024 when Tiffany Hall 
will be Chair of the Board of Directors.
Prior to Simon Arora’s retirement early in FY24, 
the Board complied with ethnic diversity targets 
of having at least one director with an ethnic 
minority background on the Board. From its 
initial public offering in 2014, the Company has 
had continual ethnic minority representation 
on its Board. In the period under review, the 
Committee, led by the Chairman, oversaw 
the process of identifying and recommending 
the appointment of Hounaïda Lasry. The 
Committee appointed Audeliss Limited with the 
aim of meeting the Listing Rules requirement of 
at least one member of the Board being from 
an ethnic minority background. Hounaïda’s 
appointment means the Board is compliant 
with this requirement. 
Page 67 sets out numerical information on 
the diversity of the Board and executive 
management by gender and ethnicity.
Further details of the Group’s ethnic and gender 
diversity policies are set out on page 65. 
The percentage of female representation within 
the senior management of the Group reporting 
either directly to the Board or the Executive 
Committee was 42.7% at the end of FY24.
The percentage of ethnic minority 
representation within the senior management 
of the Group reporting either directly to the 
Board or the Executive Committee was 3.7% at 
the end of FY24.
As recommended by the Parker Review,  
the Company has voluntarily set targets for  
10% ethnic minority representation within 
senior management by the end of FY27.  
The Company maintained its target for  
40% female representation within the  
senior management team. 
In FY24 the Company collected data in respect 
of diversity from its new starters. Colleagues are 
encouraged to give their ethnic origin, sexual 
orientation, religion, any disability and gender 
in accordance with government guidelines. 
Data collection is performed on the basis of 
self-reporting by the individual concerned.
Wider executive team developments
The Committee has a role in reviewing the 
senior management requirements of the 
Group to ensure a strong management team 
to support the growth and complexity of the 
Group. The Committee is pleased to report the 
following key changes and appointments:
•	 Summer 2023 – Patrick Rawnsley retired as 
General Counsel and Allison Green, Group 
People Director left the organisation. 
•	 August 2023 – Alex Simpson was 
appointed as the Group’s General Counsel 
with responsibility for governance, legal 
and compliance, and human resources. 
Alex was also appointed to the Executive 
Committee of the Group.
•	 September 2023 – Suzie Williams, Group 
IT Director was appointed to the Executive 
Committee of the Group.
•	 April 2024 – Peter Waterhouse (Group 
Financial Controller) and James Kew 
(Director of Retail Operations) were 
promoted internally to membership of the 
Executive Committee.
The above appointment and promotions 
recognise the important skill sets and 
experience required to support the Group’s 
continuing growth, whilst maintaining the key 
principles of the business model of keeping 
things simple with a tightly managed core 
team with complimentary attributes.
Other senior recruitments have been made 
or are planned in relation to other areas of 
strategic and operational importance as the 
Group continues to grow in the UK and France.
The Committee receives reports from the CEO 
and Group’s General Counsel in relation to 
progress with planned recruitments to the 
broader executive team as a regular agenda 
item of the Committee’s business.
Retention of senior management
Senior executives are appropriately 
incentivised through bonus and share option 
arrangements and a package of market 
competitive benefits.
Conflict of interests
The Committee requires any proposed 
appointee to the Board to disclose any other 
business interests that may result in a conflict 
of interest and to report any future business 
interests that could result in a conflict of 
interest.
The Committee carried out the above process 
on behalf of the Board in considering any 
conflicts of interest of Non-Executive Directors 
where they disclosed their intention to take 
up other additional external appointments 
during the year. The Committee is assisted by 
the Group’s General Counsel who maintains 
a register of external appointments of the 
Company’s Board members and sectors within 
which companies they are appointed  
to operate.
Peter Bamford
Chairman of the Nomination Committee
4 June 2024

76
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Directors’ remuneration report
Dear Shareholder,
I am pleased to present the Company’s 
remuneration report for 2023/24. This report 
contains:
•	 The Company’s forward-looking Directors’ 
Remuneration Policy on pages 79 to 85, 
which will apply from 31 March 2024 
onwards, and which is subject to a 
shareholder advisory vote at our 2024 AGM. 
•	 The Company’s Annual Report on 
Remuneration on pages 86 to 95, which 
details the remuneration paid to the 
Directors in the 2023/24 financial year, and 
which is subject to a shareholder advisory 
vote at our 2024 AGM.
Market overview and performance
Many retailers continue to find it tough, and 
the last financial year has seen a number of 
medium sized retailers fail, has seen numerous 
profit warnings by a wide variety of retailers 
and has seen 10,000 stores closed and 
120,000 jobs lost in the retail industry1. Against 
this competitive and difficult background for 
retailers and consumers, B&M has prospered. 
Store openings have accelerated and the long-
term store target has been increased from 950 
to 1,200. There have been 78 Group gross store 
openings over the year, and we now have 741 
B&M stores in the UK, 124 B&M stores in France 
and 335 Heron Foods discount convenience 
stores in the UK. Under Alex Russo’s leadership 
the B&M model has been refined and 
improved with a relentless focus on high store 
standards, buying well and cost control to 
deliver everyday low prices to customers. The 
strength and depth of the management team 
has been improved with a combination of new 
hires and development of internal talent and 
employee engagement scores for the wider 
workforce continue to be high.
In terms of financial performance, it has been 
a strong year for the Group, with increased 
profits and cash generation. We have delivered 
a record Group adjusted EBITDA (pre-IFRS 16) 
of £629m at a margin of 11.5%, exceeding our 
“lockdown” peak of £626m. This has been driven 
by a record year of revenues of £5.5bn, up 10.1%, 
and maintaining our discipline on ensuring 
growth translates into cash. We declared £348m 
as ordinary and special dividends, bringing the 
cumulative total of cash returns to shareholders 
to £1.8bn over the last four financial years.
Incentive outcomes for 2023/24
The EBITDA element of the Annual Incentive 
Plan (“AIP”) was met in full, and the personal 
objectives were close to maximum, with 
performance and assessment detailed on 
pages 87 and 88 The resulting AIP outcome 
as a percentage of maximum was 98.75% for 
Alex Russo and 96.25% for Mike Schmidt for the 
2023/24 performance year.
The three-year performance period for the 
2021-2024 Long-Term Incentive Plan (“LTIP”) 
awards ended on 31 March 2024. Mike Schmidt 
did not receive this award, as he had not yet 
joined B&M. Alex Russo was granted this 
LTIP award on 3 August 2021. It is subject to 
two performance conditions: 50% adjusted 
earnings per share (“EPS”); and 50% relative 
total shareholder return (“TSR”) against FTSE 350 
retailers. B&M’s TSR performance was between 
median and upper quartile, and resulted in 
87.88% vesting of the TSR element. B&M’s 
adjusted EPS was 36.8p relative to a maximum 
target of 42.3p, and resulted in 48.44% vesting of 
the EPS element. Taken together, overall vesting 
due to performance is 68.16% of maximum. 
This award is due to vest on 3 August 2026, five 
years from grant following the expiry of a two-
year holding period.
The EPS target ranges for the 2021 LTIP award 
were initially set at grant as 37p to 45p. These 
were set assuming a corporation tax rate of 
19% which was subsequently increased to 25% 
during the performance period. In determining 
performance assessment for this award, the 
Committee made an adjustment to the EPS 
target ranges to ensure that performance is 
measured on a consistent LFL basis with the 
stretch envisioned and intended at the time of 
grant. The adjusted ranges against which EPS 
performance of 36.8p was measured is 34.3p to 
42.3p. These targets are no easier and no harder 
than originally intended. Without this adjustment, 
the level of vesting of the EPS element would not 
be a fair reflection of management performance 
and the strong underlying earnings growth that 
has been delivered for shareholders. 
Finally, the Committee has discretion to 
adjust the level of vesting of incentives if it 
determines this to be appropriate. After careful 
consideration of overall B&M performance, 
individual performance, the experience of 
employees and shareholders, it determined 
that the formulaic outcomes described above 
under both the AIP and LTIP were appropriate, 
and therefore did not exercise any discretion. 
Remuneration policy review
The current remuneration policy is due for 
renewal this year in line with the usual three-
year timescales for UK listed companies and 
the Committee has undertaken a full review. 
The review has been undertaken in the context 
of B&M’s place as a firmly established FTSE 100 
company; consistent outperformance of retail 
grocery peers; strong shareholder returns; and 
overall market competitiveness. 
Annual statement by the Chair 
of the Remuneration Committee
1.	
“120,000 jobs lost in 2023”, Retail Gazette,  
8 January 2024.

77
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
B&M has seen strong relative and absolute 
performance against an uncertain backdrop 
and continues to deliver industry-leading 
profit margins. In the time since our last policy 
review, Alex Russo was appointed CEO and 
there has been a seamless transition from 
an entrepreneurial founder to a professional 
manager. Under his leadership our overall 
corporate culture has improved through 
relentless focus on store standards and B&M 
continues to deliver sustainable, profitable, 
cash-generating growth. 
Following the formulation of a set of initial 
proposals, we conducted an extensive 
consultation exercise with shareholders, 
engaging with over 30 shareholders 
representing nearly two-thirds of our share 
capital as well as with major investor advisory 
bodies. The feedback we gathered was 
invaluable in shaping our plans and we 
adjusted the proposed policy as a result of the 
feedback. We were happy there was broad 
support for our proposals. 
The Committee believes the current policy 
is largely fit for purpose from an overall 
structure and best practice perspective but 
are proposing quantum increases in order to 
address market competitiveness and future-
proof for the next three years. For the CEO, 
the incentive opportunity will be increased 
by 50% of salary (to 250%) across both the 
annual bonus and LTIP and for the CFO the 
headroom under the policy will be increased to 
a maximum opportunity of 200% of salary for 
both the annual bonus and the LTIP although 
there is no intention to utilise this headroom 
for the CFO in FY25. It is also proposed that the 
benefits cap of £75,000 be removed although 
the benefits value is not expected to exceed 
£100,000 in any given year.
It is proposed that the in-employment and 
post-employment shareholding requirements 
are increased to 250% of salary to align 
with the increased LTIP opportunity for the 
CEO. Further, where guidelines have been 
met partially or in full, we are introducing 
a relaxation of bonus deferral provisions 
(described below). Note that the Committee 
has taken a principle-based approach to 
ensuring the policy supports the attraction 
and retention of high-quality talent, whilst 
ensuring that Executive Directors’ interests are 
aligned with those of shareholders. Under the 
new policy the deferral will be linked to the 
Executive Director meeting the shareholding 
guideline. We believe this is a proportionate 
and principle-based approach that will provide 
B&M with a competitive edge in attracting and 
retaining executive talent whilst still having 
a clear emphasis on shareholder alignment 
across the arrangements as a whole.
Taking account of his performance in role and 
market competitiveness, we are also proposing 
an increase of 9.4% to the CEO’s salary. This 
increase is the second part of a phased 
increase for Alex Russo with the initial increase 
applied on his appointment as CEO. Taken with 
the above, the proposed increase to the CEO’s 
overall remuneration package recognises his 
individual and the Group’s strong performance 
and takes appropriate account of market 
reference points. The positioning of the total 
package at maximum performance is around 
the upper quartile compared to FTSE 100 UK 
retail peers and reflects that it is vital we ensure 
our high-performing CEO is retained and 
remains motivated. 
Implementation of remuneration policy 
for 2024/25
Alex Russo will receive a salary increase of 9.4% 
from 31 March 2024. which is below the real living 
wage increase of 9.8%, which the majority of our 
employees will receive in April 2024, as they are 
hourly paid. Mike Schmidt will receive a salary 
increase of 3%, in line with increases for our 
salaried employees.
The Committee also intends to provide a 
£30,000 per annum accommodation allowance 
to Alex Russo. This is in recognition of the need 
for Alex to maintain a base in London and a 
base in the north of England due to his focus on 
frequent store visits across the network. 
The resulting operation of policy for 2024/25 
will be as follows:
Element
Implementation for 2024/25
Base salary
•	 Alex Russo (CEO): Increase from £832,000 to £910,000 (+9.4%)
•	 Mike Schmidt (CFO): Increase from £468,000 to £482,040 (+3.0%)
AIP
•	 For CEO, maximum opportunity increased from 200% to 250% of salary
•	 For CFO, maximum opportunity remains at 150% of salary
•	 75% based on Group adjusted EBITDA and 25% based on personal objectives
•	 50% of any bonus earned will be deferred into shares for three years (subject  
to interaction with shareholding guidelines below) 
LTIP
•	 For CEO, 2024 award of 250% of salary (2023: 200% of salary) 
•	 For CFO, 2024 award of 175% of salary (2023: 175% of salary) 
•	 50% based on adjusted EPS and 50% based on relative TSR vs FTSE 350 retailers 
Pension
•	 3% of salary less employer’s National Insurance contributions (“NICs”), in line 
with the wider workforce 
Shareholding 
guidelines 
(including 
interaction 
with bonus 
deferral)
•	 Increase in-employment and post-employment shareholding guidelines from 
200% to 250% of salary for CEO, in line with increase in LTIP maximum 
•	 Introduction of a phased relaxation of bonus deferral provisions relative to 
shareholder guidelines. If the shareholding guidelines have not been met, 50% 
of bonus is deferred into shares (as usual). If half of the guidelines are met, 25% 
of bonus is deferred into shares. If the guidelines have been met, no bonus 
deferral applies. 
Conclusion
I hope that you find the information in this 
report helpful and informative, and that you 
can support the decisions made this year 
in relation to the implementation of our 
remuneration policy for 2023/24 and how 
we intend to operate our proposed policy 
for 2024/25. The Committee believe the 
proposed policy changes increase market 
competitiveness and future-proof the policy  
for the next three-years. 
As announced on 5 June 2024, Hounaïda Lasry 
will be appointed as Chair of the Remuneration 
Committee on conclusion of the Annual 
General Meeting on 23 July 2024
The Committee is keen to hear any feedback 
on the information set out in this report. If any 
questions or comments do arise then please 
contact me, or alternatively I will be available  
at the AGM to take any questions.
Tiffany Hall
Chair of the Remuneration Committee
4 June 2024

78
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Role of the Remuneration Committee
The Committee has responsibility for 
determining the Company’s policy on 
remuneration of the Executive Directors and 
the Chair, the first layer of senior management 
of the Group below the Board and the Group’s 
General Counsel. Its terms of reference are 
reviewed annually, with changes made 
to take account of corporate governance 
developments and best practice. 
Provision 41 (bullet 6) of the UK Corporate 
Governance Code 2018, provides for the 
Remuneration Committee to describe what 
engagement with the workforce has taken 
place to explain how executive remuneration 
aligns with wider Company policy.
The Committee does not consult directly with 
employees when reviewing levels of Executive 
Directors’ remuneration but it takes account of 
pay policies for the broader salaried workforce 
when undertaking annual salary reviews for 
the Executive Directors, as well as reviewing 
policy and practices for employees when 
determining remuneration policy for  
Executive Directors.
The Committee’s terms of reference are 
available on the Company’s website at  
www.bandmretail.com.
Corporate Governance Code
The Committee is conscious of the Code’s 
references to remuneration arrangements being 
clear, simple, predictable, proportionate and 
to take adequate account of risk while being 
aligned to culture. These factors have been 
considered and are felt to be satisfied through:
•	 Clarity – the Company’s remuneration 
policy and implementation of policy are 
clearly disclosed each year in this report. 
The Committee proactively engages with 
shareholders and their representative 
bodies as part of the triennial policy 
renewal process and is available to discuss 
matters at any other time; 
•	 Simplicity – the Company operates a 
simple pay model which encourages 
superior performance, and only rewarding 
sustained success achieved in a manner 
consistent with the Board’s overall 
objectives to deliver superior returns for our 
shareholders. This is set by the operation of 
a mix of absolute profit targets and relative 
TSR assessed alongside stretching personal 
objectives which recognise delivery against 
defined goals. We will continue with this 
approach for 2024/25 in line with the 
approach for 2023/24; 
•	 Risk – the overall policy offers reward 
subject to the operation of suitably 
stretching targets, which is consistent with 
our business model as a value retailer. 
We have again set stretching targets for 
variable pay in 2024/25 in the context of 
the business plan. Payments of variable 
pay are subject to the Committee being 
satisfied that the outcome is appropriate, 
and all our variable pay plans include the 
ability to operate malus and clawback 
where necessary; 
•	 Predictability – the Directors’ Remuneration 
Policy includes a scenario chart showing 
potential pay levels on various assumptions 
and all awards are subject to maximum 
grant levels as set out in the policy; 
•	 Proportionality – the out-turn in respect 
of variable pay is clearly set out in this 
report and payments are contingent on 
the strategic pillars of EBITDA, EPS, relative 
TSR and personal objectives pre-set by the 
Board. As indicated under “Risk” above, the 
out-turn can be reduced as appropriate; 
and 
•	 Alignment to culture – the variable pay 
plans are consistent with our focus on 
performance and incentivisation down to 
store and deputy store manager levels. 
Luxembourg Law
The Luxembourg Law of 24 May 2011 on certain 
rights of shareholders at general meetings 
of listed companies (as amended by the 
Law of 1 August 2019) which adopts the EU 
Shareholders’ Directive 2017/828 on directors’ 
remuneration requires that the remuneration 
policy of the Company be put to shareholders 
to vote at least once every four years. However, 
in accordance with the Company’s voluntary 
policy since the IPO of putting the remuneration 
policy to shareholders for voting on every 
three-years, that practice will continue to 
be followed, which will comply with the 
Luxembourg Law.
The Annual Report on Remuneration has  
been prepared to comply with the reporting 
requirements of the Luxembourg Law on 
directors’ remuneration referred to above. 
The Company, as a Luxembourg registered 
company, is not subject to the regulations 
adopted in the UK in 2013 (and as amended) 
for the reporting of executive remuneration. 
However, in addition to the Luxembourg 
Law reporting requirements, the Committee 
considers the UK regulations to also be 
reflective of best practice and helpful to 
shareholders to maintain consistency with  
the Company’s reporting in previous years 
while also complying with the requirements  
of the Luxembourg Law. The report has 
therefore been prepared by the Company to 
follow the practice (as in previous years) of also 
voluntarily adopting the UK reporting regime 
where practical.
Directors’ Remuneration Policy
The Remuneration Committee presents the 
Directors’ Remuneration Policy which will be 
put to an advisory vote at the AGM on 23 July 
2024. The revised policy, if approved by 
shareholders, will take effect from the start of 
the 2024/25 financial year and is expected to 
remain in force until the conclusion of the 2027 
AGM. 
The Committee has undertaken a thorough 
review of the Directors’ Remuneration 
Policy, with support from external advisors 
and management (with no Director being 
present when decisions relating to their own 
remuneration were being made) and with 
particular reference to: B&M’s place as a  
firmly established FTSE 100 company; 
consistent outperformance of retail grocery 
peers; strong shareholder returns; and overall 
market competitiveness.
Business context to review the 
Directors’ Remuneration Policy
B&M has seen strong relative and absolute 
performance against an uncertain backdrop. 
The consumer is still struggling and the macro 
environment remains very uncertain with 
many retailers failing. B&M however is still 
delivering industry-leading profit margins 
and sustainable, cash-generating, profitable 
growth under Alex Russo’s leadership. The 
cost-of-living crisis continues but B&M is 
playing a key role in helping consumers with 
low prices and relevant ranges. 
Under Alex’s tenure, we are on course to match 
and surpass our peak COVID profitability. 
Additionally, our stock position has improved 
materially. Improving cash flow and strong 
cash flow returns to shareholders are now 
embedded in the business and part of our  
core mantra “to drive profitable, cash-
generating growth”. 
Proposed changes to  
remuneration policy
The proposed changes to the policy and the 
rationale for those changes are set out in the 
table opposite.
Directors’ remuneration report continued

79
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
Element of policy
Changes to policy
Rationale
Benefits
•	 Removal of the £75k cap, albeit not expected to exceed 
£100k in any given year
•	 Builds additional flexibility into policy
•	 Increases market competitiveness
Bonus quantum
•	 Increase maximum bonus opportunity for CEO from 200% to 
250% and for CFO from 150% to 200% (although no intention 
to utilise additional headroom for the CFO in 2024/25)
•	 Addresses market competitiveness challenges
•	 Supports retaining and motivating a high-performing CEO
•	 Aligned with closest FTSE 100 UK retail peers
Bonus deferral
•	 Introduction of a phased relaxation of bonus deferral 
provisions relative to shareholding guidelines
•	 If the shareholding guidelines have not been met, 50% 
of award obtained is deferred into shares. If half of the 
guidelines are met, 25% of amount earned is deferred into 
shares. If the guidelines have been met, no deferral.
•	 Policy continues to align with best corporate governance 
principles for UK plc companies around shareholder 
alignment but the Committee believes relaxing deferral 
provisions once shareholding guidelines are met is 
appropriate for B&M. LTIP awards remain subject to a five-
year time horizon from grant and shareholding guidelines 
have been increased to 250% of salary for the CEO.
LTIP quantum
•	 Increase maximum LTIP opportunity for CEO from 200% to 
250% and for CFO from 175% to 200% (although no intention 
to utilise additional headroom for the CFO in 2024/25)
•	 Addresses market competitiveness challenges 
•	 Supports retaining and motivating a high-performing CEO
•	 Aligned with closest FTSE 100 UK retail peers
In-employment and 
post-employment 
shareholding 
guidelines
•	 Increase in-employment and post-employment 
shareholding guidelines from 200% to 250% of salary  
for CEO
•	 Ensures alignment with increased LTIP opportunity for CEO
Benchmarking context
The review of our remuneration policy has 
been informed by examining benchmarking 
data for a comparable group of FTSE 100 
retailers with B&M sitting broadly in the middle 
when ranked by market capitalisation. The 
comparator companies considered were as 
follows: Howden Joinery; JD Sports; Kingfisher; 
Marks & Spencer; Next; Ocado; Sainsbury’s; 
and Tesco.
How the views of shareholders  
are taken into account
The Committee undertook an extensive 
shareholder consultation exercise over  
several months in determining and refining  
the proposed changes to the policy.  
We engaged with over 30 shareholders 
representing nearly two-thirds of our share 
capital, as well as with major investor advisory 
bodies. The feedback we gathered was 
invaluable in shaping our plans. For example, 
the increased in-employment and post-
employment shareholding requirement  
of 250% of salary for the CEO to align  
with the increased LTIP opportunity was 
implemented as a direct response to 
consultation with our shareholders. Overall,  
we were pleased that there was broad support 
for our final proposals.
Policy table
The table below describes the elements of 
remuneration policy for our Executive Directors:
Element and purpose
Policy and opportunity
Operation and performance conditions
Base salary
This is the basic 
pay and reflects the 
individual’s role, 
responsibility and 
contribution to the 
Group.
Base salaries are normally reviewed annually. Changes 
typically take effect from the beginning of the relevant 
financial year.
On review, consideration is given by the Committee 
to a range of factors including the Group’s overall 
performance, market conditions and individual 
performance of executives and the level of salary  
increase given to employees across the Group.
Base salaries are targeted at market levels, with reference 
to companies with a comparable market capitalisation.
Salary increases will typically not exceed the general level 
of increase awarded to other salaried staff. However, 
higher increases may be awarded in appropriate 
circumstances, including in the event of a change the roles 
and responsibilities of an Executive Director or when there 
are changes to the size and/or complexity of the business.
Base salary is typically paid monthly in cash.

80
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Element and purpose
Policy and opportunity
Operation and performance conditions
Benefits
To provide benefits 
that are valued by 
the individual.
Provide market competitive benefits.
The Group may periodically review benefits available to 
employees. Executives will generally be eligible to receive 
those benefits on similar terms to other senior employees.
Where the Committee considers it appropriate to do so, 
additional relocation expenses for a limited period and/or 
tax equalisation payments may be provided. 
Executives may be entitled to a wide range of benefits, dependent 
on their circumstances including: accommodation allowance; car 
allowance or a company car; car insurance and other running 
costs and fuel for business use; death in service life assurance, 
permanent disability and critical illness insurance; medical 
insurance; travel; and any other Group-wide benefits including a 
B&M stores discount card with a discount level aligned with that 
available to other qualifying employees (currently 10%).
Any benefits provided in the normal course of business (e.g. travel 
and hospitality) are authorised by the Committee on a standalone 
basis. If these are deemed to be taxable benefits, they will be 
disclosed as such in the single figure table and the benefits 
provided may include a payment in respect of the tax liability. 
Pension
To provide an 
appropriate level 
of contribution to 
retirement planning.
Pension contributions for existing and future Executive 
Directors are and will be aligned with the wider workforce 
contribution rate, which is currently 3% of salary.
Executives may take pension benefits as contributions to defined 
contribution personal pension plans, or elect to receive cash in 
lieu of all or part of that benefit (this is not taken into account as 
salary for calculating bonus, LTIP or other benefit awards).
Annual bonus
To incentivise and 
reward individuals 
for the delivery of 
annual performance 
targets.
The maximum annual bonus opportunity is 250% of base 
salary for the CEO and 200% of base salary for other 
Executive Directors. 
For financial measures, up to 25% of the bonus will be 
earned for threshold performance increasing to up to 
50% for on-target performance and 100% for maximum 
performance. For non-financial measures, the amount 
of bonus earned will be determined by the Committee 
between 0% and 100% by reference to its assessment of 
the extent to which the relevant metric or objective has 
been met.
For Executive Directors who have not met the shareholding 
guidelines, 50% of the bonus is paid in shares and the 
balance of the bonus paid in cash. For Executive Directors 
who have met at least half of the shareholder guidelines, 
25% of the bonus is paid in shares and the balance of 
the bonus paid in cash. For Executive Directors who have 
met the shareholding guidelines, the entire award is paid 
in cash. The bonus amount paid in shares is normally 
contingent on employment for a further three-years. 
Such deferred shares will be entitled to a further benefit 
calculated by reference to dividends paid during such 
period as the Committee determines, ending no later 
than the vesting date. This benefit may assume the 
reinvestment of dividends into B&M shares on such basis 
as the Committee determines.
Clawback and malus provisions may apply to awards 
made under the annual bonus and are described below 
this table. 
The performance measures are reviewed at least annually by 
the Committee in line with the Company’s strategy. 
The performance measures applied may be financial (with at 
least a 75% weighting on such measures) and/or operational 
and corporate, divisional and/or individual.
The Committee has the ability to make adjustments to 
performance targets during any performance period where 
it considers it would be appropriate to do so (for example to 
reflect any events arising which were unforeseen when the 
performance conditions were originally set by the Committee, 
or to reflect a change in strategy or a material acquisition or 
divestment). 
The Committee has discretion to adjust the formulaic 
outcomes of the annual bonus upwards or downwards 
(including to nil) to reflect any fact or circumstance which the 
Committee considers to be relevant. Any adjustments will be 
disclosed in the relevant Annual Report on Remuneration.
Directors’ remuneration report continued

81
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
Element and purpose
Policy and opportunity
Operation and performance conditions
Long-term 
incentives
To incentivise the 
delivery of strategic 
objectives over the 
longer term, the 
Group operates  
the LTIP.
Awards of shares can be made with a maximum face 
value on grant (as determined by the Committee) in 
respect of any year for the CEO of 250% of base salary and 
for other Executive Directors of 200% of base salary, save 
for exceptional circumstances such as recruitment where 
the grant may be in excess of this limit in order to grant 
buy-out awards on recruitment.
Awards will be subject to a two-year holding period post 
the end of the performance period. 
Clawback and malus provisions may apply to awards 
made under the LTIP and are described below this table. 
Shares which vest under LTIP awards will be entitled to a 
further benefit calculated by reference to dividends from 
the grant to the end of the holding period. This benefit may 
assume the reinvestment of dividends into B&M shares on 
such basis as the Committee determines.
Awards may be made annually of nil cost options on (or 
equivalent forms of award) vesting subject to the satisfaction 
of performance conditions, ordinarily assessed over a period 
of three financial years.
The Committee may set performance conditions based on 
financial and/or operational and corporate, divisional and/or 
individual criteria as it considers appropriate. 
The Committee has discretion to make adjustments to targets 
during any performance period in cases where it considers 
it would be appropriate to do so (for example to reflect any 
events arising which were unforeseen when the performance 
conditions were originally set by the Committee, such as a 
change in strategy or a material acquisition or divestment).
The Committee has discretion to adjust the formulaic 
outcomes of the LTIP upwards or downwards (including to 
nil) to reflect any fact or circumstance which the Committee 
considers to be relevant. Any adjustments will be disclosed in 
the relevant Annual Report on Remuneration.
No more than 25% of an award can be earned for threshold 
performance.
In-employment 
shareholding 
requirement
To encourage share 
ownership and 
create alignment of 
interests of Executive 
Directors and 
shareholders.
Executive Directors who have not yet met the shareholding 
guidelines, are expected to retain at least 50% of all 
shares which vest under the deferred bonus and LTIP (or 
any other plans which may be adopted in the future) on a 
net of tax basis until they hold shares of a specified value. 
The required level of shareholding is equal to the Executive 
Directors’ normal annual LTIP award levels. 
Deferred shares from annual bonus awards and LTIP shares 
which are in a holding period count towards the required level 
of shareholding, in each case on a net of assumed tax basis. 
Executive Directors are expected to maintain their minimum 
shareholding levels once they have obtained those 
shareholding levels. The Committee will review shareholding 
guidelines during the period of the policy but without making 
guidelines any less onerous overall. 
The Committee retains discretion to disapply or vary this 
requirement in exceptional circumstances. 
Post-employment 
shareholding 
requirement
Shares are subject to this requirement only if they are 
acquired from share awards (other than awards granted 
under all employee share plans) from FY21 onwards. 
For two years post-employment (or, if the Committee so 
determines, for two years after the Executive Director has 
stepped down from the Board) the Executive Director must 
retain such of their relevant shares as have a value equal 
to 100% of the in-employment shareholding requirement 
(or all of those shares if lower). 
Shares completing their performance period during 
this two-year period will remain subject to the two-year 
holding period.
Shares purchased by the Executive Director (including 
those from all employee share plans), will not be included 
in this requirement. 
It is possible for shares counting towards this requirement 
to not be released during the period in which the post-
employment shareholding requirement applies, to support 
enforceability.
The Committee retains discretion to disapply or vary this 
requirement in exceptional circumstances. 

82
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
17%
35%
41%
34%
35%
41%
34%
100%
30%
16%
15%
£7,000k
£6,000k
£5,000k
£4,000k
£3,000k
£2,000k
£1,000k
£0k
Fixed pay
Minimum
£978k
On-target
CEO – Alex Russo
£3,253k
Maximum
£5,528k
Maximum 
(with 50% share 
price appreciation)
£6,666k
AIP
LTIP
Share price growth
17%
32%
40%
33%
27%
34%
29%
100%
41%
16%
21%
£3,000k
£2,500k
£2,000k
£1,500k
£1,000k
£500k
£0k
Fixed pay
Minimum
£535k
On-target
CFO – Mike Schmidt
£1,319k
Maximum
£2,102k
Maximum 
(with 50% share 
price appreciation)
£2,524k
AIP
LTIP
Share price growth
Element and purpose
Policy and opportunity
Operation and performance conditions
All-employee 
share plans
To encourage share 
ownership by employees 
and participate in the 
long-term success 
of the Group, the 
Group operates an 
all-employee share 
incentive plan (“SIP”) for 
B&M UK employees 
which was adopted prior 
to Admission. 
Executive Directors can participate in the all-employee SIP on 
the same terms as other employees of B&M in the UK.
Under the rules of the SIP employees can purchase shares 
up to a maximum limit (currently £1,800) per annum from 
their pre-tax and pre-National Insurance salary through a UK 
resident SIP Trust.
The rules also permit an award of free shares worth up to a 
maximum limit (currently £3,600) per year and for purchased 
shares to be matched on up to a 2:1 basis although these 
elements have not been operated to date.
These limits can be changed in line with UK legislation 
governing these plans.
Existing awards
The Company will honour any annual bonus 
or long-term incentive commitments already 
entered into with Executive Directors and/or 
any other pre-existing annual bonus and long-
term incentive commitments on any person 
joining the Board.
Operation of variable pay
Annual Incentive Plan
The Committee will set the performance targets 
annually under the AIP to take account of the 
Company’s three-year management plan. The 
metrics adopted by the Committee and the 
weighting of them may vary in relation to the 
Company’s strategy each year.
The performance conditions in the first year of 
the operation of the policy are as follows:
•	 75% EBITDA, which is a primary measure 
of the Company’s growth and indicator of 
potential returns for shareholders; and
•	 25% linked to personal measures (which 
may be financial in nature), which 
incentivise management to achieve results 
aligned to the broader business strategy.
Long-Term Incentive Plan 
The Committee sets the performance targets 
in relation to the LTIP to take account of the 
Company’s strategic plan. In the first year  
of operation of the policy, the measures are  
as follows:
•	 50% relative TSR, which measures the 
Company’s ability to generate value 
in excess of that created by similar 
businesses; and
•	 50% adjusted EPS, which measures the 
Company’s ability to grow earnings which 
are an indicator of returns for shareholders.
Malus and clawback
The rules of the Company’s share plans include 
the following malus and clawback provisions:
•	 the AIP rules include provision for clawback 
within a three-year period following 
payment;
•	 the deferred share plan rules include 
provision for malus prior to exercise and 
clawback within a three-year period 
following vesting; and 
•	 the LTIP rules include provision for malus 
between grant and the expiration of the 
holding period and clawback within a 
three-year period following determination 
of the extent to which the performance 
conditions have been met.
The trigger events for malus and clawback are 
as follows:
•	 a material misstatement of financial results; or
•	 there are circumstances which would 
have warranted summary dismissal of the 
participant or there are circumstances of 
employee misbehaviour or material error; or
•	 there are circumstances having an impact on 
the reputation of the Company or the Group 
which justify the provisions being operated; or
•	 where the Committee discovers information 
from which it concludes that a bonus or award 
was paid or vested to a greater extent than it 
should have been.
Illustrations of potential remuneration
The graphs below show an indication of the 
potential total remuneration for the Executive 
Directors’ under the policy for the 2024/25 
financial year.
Directors’ remuneration report continued

83
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
Assumptions
Scenario
Assumptions
Minimum
•	 Fixed remuneration only, i.e. base salary, pension and benefits
On-target
•	 Fixed remuneration
•	 On-target bonus, being 50% of maximum for 2024/25 (i.e. 125% of salary for  
CEO and 75% of salary for CFO) 
Maximum
•	 Fixed remuneration
•	 Maximum bonus for 2024/25 (i.e. 250% of salary for CEO and 150% of salary for CFO)
•	 Maximum LTIP (i.e. 250% of salary for CEO and 175% of salary for CFO)
Maximum + 50% share price growth •	 As per maximum scenario with 50% share price appreciation for the LTIP (equivalent to 1.5x the face value)
Recruitment and promotions
The remuneration package for a new Executive 
Director would typically be set in accordance 
with the terms of the Company’s remuneration 
policy at the time of the appointment.
Additionally, on the appointment of any 
new Executive Director (whether by external 
recruitment or internal promotion) the  
following applies:
•	 if a new executive’s salary is set on 
appointment below the appropriate 
market rates, increases above those 
granted generally to other employees may 
be awarded, subject to the individual’s 
performance and development;
•	 the Company may compensate a new 
Executive Director for amounts foregone 
as a result of leaving their previous 
employment or engagement taking account 
of the amount forfeited, the extent of any 
performance conditions, the nature of the 
award and the time period to vesting, such 
awards would normally be granted in the 
form of shares rather than cash;
•	 the AIP would operate with maximum 
award equal to 250% of salary for the CEO 
and 200% of salary for other Executive 
Directors in accordance with its terms, pro-
rated for the period of employment and, 
dependent on the appointment and timing, 
different performance targets might be set 
as the Committee considers appropriate;
•	 a long-term incentive award over shares 
of face value (as determined by the 
Committee) up to a maximum of 250% of 
salary for the CEO and 200% of salary for 
other Executive Directors in accordance with 
the policy table above;
•	 on appointment, the Committee may 
consider it necessary to make a one-off grant 
of additional shares under the LTIP, of up 
to 250% of salary for the CEO and 200% of 
salary for other Executive Directors, in order to 
secure an exceptional candidate and provide 
early alignment with the shareholders of the 
Company. For the avoidance of doubt, the 
Committee has no current intentions to use 
this provision and any award would be in 
addition to the normal maximum set out in 
the policy table; 
•	 on any appointment, the Committee 
may agree that the Company will meet 
appropriate relocation expenses;
•	 other elements of remuneration may 
be included in the event of an interim 
appointment being made to fill an Executive 
Director role on a short-term basis or if 
exceptional circumstances require that the 
Chair or any other Non-Executive Director 
takes on an executive function on a short-
term basis; and 
•	 if an Executive Director is recruited at a time 
in the year when it would be inappropriate 
to provide a bonus or LTIP award for that 
year as there would not be sufficient time 
to assess performance, the quantum in 
respect of the months employed during the 
year may be transferred to the subsequent 
year so that reward is provided on a fair 
and appropriate basis.
Service contracts and payments  
for loss of office
The service contracts for the CEO, Alex Russo 
and CFO, Mike Schmidt are terminable by 
either the Company or the relevant executive 
on 12 months’ notice. The service contracts are 
effective from 26 September 2022 in relation to 
the CEO and 17 October 2022 in relation to the 
CFO. Both contracts are rolling contracts with 
no fixed termination date.
An Executive Director’s contract can also 
be terminated without notice or payment of 
compensation except for pay accrued up to the 
termination date on the occurrence of certain 
events such as gross misconduct. Payment in 
lieu of notice equal to base salary only for the 
unexpired period of notice can be paid under 
the CEO’s service contract. The payment in lieu 
of notice would be paid on termination.
Payment in lieu of notice equal to base salary, 
pension and benefits for the unexpired period 
of notice can be paid under the CFO’s service 
contract. The payment in lieu of notice would 
be paid in monthly instalments, subject to 
mitigation in the event that the departing CFO 
becomes engaged in other employment.
In appropriate circumstances payments may 
also be made in respect of accrued holiday 
pay, and outplacement and legal fees, and 
the Committee may permit the continuation 
of benefits such as health insurance for a 
reasonable period following cessation of 
employment. Awards under the SIP will vest on 
cessation in accordance with the plan rules, 
which do not allow for discretionary treatment. 
The Committee reserves the right to make 
additional exit payments where such payments 
are made in good faith in discharge of an 
existing legal obligation (or by way of damages 
for breach of such an obligation) or by way 
of settlement or compromise of any claim 
arising in connection with the termination of an 
Executive Director’s office or employment.
There are no enhanced provisions on a  
change of control under the Executive Directors’ 
service contracts.
Any new contracts will be on similar terms to 
the CFO’s contract.
The service contracts of the Executive Directors 
are available for inspection at the registered 
office of the Company.
Treatment of incentives on termination 
and change of control
The Committee’s treatment of incentives on 
termination is set out in the following table. 
The Committee will seek to minimise the cost 
to the Company, and will have due regard for 
the circumstances when applying discretion in 
relation to termination payments. 

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B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Directors’ remuneration report continued
Termination circumstances
Annual bonus treatment
Deferred bonus treatment
Unvested LTIP treatment
Good leavers 
Including such 
circumstances as 
death, retirement,  
ill-health, disability 
and any other 
reason determined 
by the Committee.
Subject to Committee discretion, a 
pro-rata bonus may be paid subject 
to full or part-year performance. 
Bonus will be paid at the normal 
payment date, unless in exceptional 
circumstances the Committee 
determines it should be paid  
on cessation.
For all leavers except those leaving  
due to resignation or dismissal for  
cause, awards will vest at the usual 
vesting date, unless the Committee 
applies discretion to permit the  
awards to vest on cessation.
Awards will vest at the usual vesting date, 
unless the Committee applies discretion to 
permit the awards to vest on cessation, for 
example in the case of death.
Awards will be subject to performance 
and, unless the Committee determines 
otherwise, time pro-rating.
The post-vesting holding period will 
normally apply, unless in exceptional 
circumstances, e.g. in the case of death.
All other leavers 
Including resignation 
or dismissal  
for cause.
No eligibility for bonus. 
Awards will be forfeited.
Awards will be forfeited.
Change of control
Normally good leaver treatment 
applies.
Performance can be tested sooner 
and payment made sooner.
Awards vest on a change of control.
Awards will vest to the extent determined 
by the Committee taking into account the 
extent to which performance conditions 
have been met (as determined by the 
Committee) and, unless the Committee 
determines otherwise, taking into 
account time pro-rating.
Awards which have vested before giving or receiving notice of termination of employment remain exercisable for a period of 12 months after leaving 
or (if later) the expiry of any holding period which the award was subject to.
Awards under the SIP will be treated on cessation of employment or on a change of control in accordance with the rules of the SIP, which apply to all 
participating employees.
Chair and Non-Executive Directors
The table below describes the elements of remuneration paid to the Chair and the Non-Executive Directors:
Element and purpose
Operation
Fees
Paid to reflect the 
time commitment  
and level of 
responsibility of  
each of the roles.
The fee levels and structure of the Non-Executive Directors was set by the Board from Admission. The fees of the Non-Executive 
Directors are set by the Board (excluding the Non-Executive Directors). The Committee has responsibility for determining fees 
paid to the Chair of the Board.
The fees are paid in cash.
All fees are subject to the aggregate fee cap of £1,000,000 per annum, effective from 30 July 2018, for Directors in the Articles of 
Association of the Company.
In addition, expenses may be reimbursed.
Letters of appointment
All the Non-Executive Directors have letters of 
appointment with the Company for three-years 
subject to three months’ notice of termination 
by either side and at any time and subject to 
annual reappointment as a Director by the 
shareholders. Paula MacKenzie’s, Oliver Tant’s, 
Hounaïda Lasry’s and Nadia Shouraboura’s 
letters of appointment are effective from 
9 November 2021, 1 November 2022, 20 June 
2023 and 5 March 2024 respectively, and 
the other Non-Executive Directors’ letters of 
appointment are effective from 1 June 2021. 
The appointment letters provide that no other 
compensation is payable on termination.
Insurance
All of the members of the Board have the 
benefit of Directors’ and Officers’ liability 
insurance which gives them cover for 
legal action which may arise against them 
personally (which may include following their 
retirement from the Board where relevant) 
except in relation to any fraud or dishonesty. 
Operation of share plans
All discretions available under any share plan 
operated by the Company will be available 
under this policy except where explicitly limited 
under this policy. This includes the ability to 
adjust awards in the event of a variation of 
share capital or a demerger, special dividend 
or other event which may affect the value of a 
share and the ability to settle awards in part 
or in whole in cash (although the Committee 
has no intention to settle any Executive 
Director’s award in cash and would only do 
so in exceptional circumstances, such as 
where there was a regulatory restriction on 
the delivery of shares, or to settle tax liabilities 
arising in relation to the award). 
Consideration of employment 
conditions elsewhere in the Company 
when setting Directors’ pay
The Committee does not consult directly with 
employees when reviewing Executive Directors’ 
remuneration. However, in forming the 
Directors’ Remuneration Policy, the Committee 
has taken account of:

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Strategic Report
Corporate Governance
Financial Statements
•	 the pay and conditions of the broader 
workforce pay and conditions, including 
base salaries, the general increase 
in salaries for employees and the 
appropriateness and fairness of the policy 
in this context; and
•	 the remuneration arrangements for the 
rest of the senior management team over 
which the Committee has responsibility for, 
including salary, pensions, benefits and 
incentive arrangements.
Broader workforce
As part of the Committee’s extended remit 
under the UK Corporate Governance Code, 
the Committee will continue to review the pay 
policies for the wider employee population 
to ensure that they are appropriate, reflect 
the Company’s remuneration principles and 
support the strategic objectives of  
the business.
The remuneration policy for senior executives 
is more weighted toward variable pay than for 
other employees. However, there are a number 
of ways in which employees are rewarded in 
addition to base salary, pension and benefits:
•	 the Company operates a UK SIP for 
which participation is available to all UK 
employees, including Executive Directors, 
on consistent terms;
•	 in retail operations, annual cash bonuses 
are paid in the B&M UK business based on 
individual performance from deputy store 
managers and upwards;
•	 in our distribution operations, annual cash 
bonuses are paid in the B&M UK business 
based on individual performance from 
team and shift managers upwards; and 
•	 in our central business support teams 
including central operations, buying, 
finance, IT, HR and payroll, annual cash 
bonuses are paid in the B&M UK business 
based on individual performance from 
manager level colleagues upwards.
The Committee reviewed the latest available 
gender pay gap data as well as the ratio 
of CEO to employee remuneration. It was 
satisfied that the structure and quantum of the 
Executive Directors’ remuneration within this 
policy was appropriate, taking into account 
their contribution to the business and typical 
market practices within the retail sector. The 
Committee also undertook a remuneration 
benchmarking exercise examining pay in retail 
comparators as well as the broader market 
as part of the policy review process, and took 
this into account as an external measure of 
the competitiveness of the packages for the 
Executive Directors.
Senior management team
The base salaries of other members of the 
Executive Committee of the Group (as well 
as the Executive Directors) have also been 
reviewed with effect from 31 March 2024. 
They also participate in the performance-
based AIP. Around 100 colleagues including 
members of the Executive Committee of the 
Group and a group of managers and other 
senior staff have also participated in restricted 
stock awards on an annual basis since 2017, in 
the form of shares which vest after three-years 
without performance conditions.
 
Advice on Directors’  
Remuneration Policy 
The Committee has taken advice from Deloitte, 
its independent remuneration consultants, 
on the benchmarking and structure of 
remuneration policy and packages for 
Executive Directors and other members of 
the senior management team. Deloitte is a 
member of the Remuneration Consultants 
Group and a signatory to its Code of Conduct. 
In addition, the Committee has satisfied itself 
that the advice it receives is objective and 
independent as Deloitte has confirmed there 
are no conflicts of interest. 

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Implementation of remuneration policy
The Committee has operated the remuneration policy in accordance with the Directors’ Remuneration Policy which was approved by shareholders at 
the Company’s AGM on 28 July 2021.
This section of the report sets out how the policy has been applied in the financial year 2023/24 and how the new policy proposed for shareholder 
approval at the 2024 AGM will be applied in the financial year 2024/25.
Single figure table of total remuneration of Executive Directors
The audited table below shows the aggregate remuneration of the Executive Directors of the Company during the financial year 2023/24.
Executive Directors
Year1
Salary
£
Benefits2
£
Pension3
£
Bonus4
£
Long-term
incentives5
£
Other6 
£
Total
£
Total
fixed pay
£
Total
variable pay
£
Simon Arora7  
(Executive Director)
2022/23
834,300
51,276
21,928
830,261
1,731,169
−
3,468,934
907,504
2,561,430
2023/24
64,177
2,144
1,585
−
−
−
67,907
−
−
Alex Russo (CEO)
2022/23
650,000
24,288
17,207
668,178
−
250,000
1,609,673
791,495
818,178
2023/24
832,000
43,743
21,695
1,643,200
659,207
−
3,199,845
897,438
2,302,407
Mike Schmidt
(CFO)
2022/23
199,038
27,458
5,190
163,984
–
250,000 
645,670
231,686
413,984
2023/24
468,000
40,209
12,203
675,675
–
−
1,196,087
520,412
675,675
1.	
The 2022/23 year is for the 52 weeks ended 25 March 2023 and the 2023/24 year is for the 53 weeks ended 30 March 2024. 
2.	 Benefits include company car/car allowance cash equivalent as a benefit in kind, fuel and running costs, critical illness insurance, healthcare insurance and life assurance.  
The amount for Mike Schmidt includes £22,619 in respect of the travel and overnight accommodation allowance which he was awarded when he started the role. 
3.	 Pensions include auto-enrolment pension employer contributions and a cash equivalent allowance to pension contribution entitlement less employer’s’ NICs. 
4.	 50% of the annual bonuses of the Executive Directors for 2023/24 being £821,600 for Alex Russo and £337,838 for Mike Schmidt, are payable in shares which are to be deferred 
for a period of three-years from the date of grant. 
5.	 For 2022/23 LTIP figures, the value has been trued up from the estimate provided in last year’s report to reflect the value after three years from grant (at which point it is no longer 
subject to continued service) based on a share price of £5.546 on 30 July 2023 (three-month average share price to the year end of £4.670 used previously). For 2023/24 LTIP 
figures, the value is estimated based on a vesting of 68.16%, the three-month average share price to the year end of £5.328 and the accrued dividend shares to the year end, 
representing 123,725 shares in total. There has been no share price appreciation since grant on 3 August 2021. Mike Schmidt was not granted an LTIP award in August 2021. 
6.	 For 2022/23 Other figures, details are provided in last year’s remuneration report. 
7.	
Simon Arora retired from his position as CEO on 26 September 2022, when former CFO, Alex Russo, took his position. Simon continued to serve the Board as an Executive Director 
until the end of his notice period on 21 April 2023. The figures for 2023/24 represent the period from 26 March to 21 April 2023, for which he was an Executive Director.
The remuneration of the Executive Directors is paid by B&M Retail Limited, other than their long-term incentives. The reported figures include all such 
amounts. 
Base salaries
Alex Russo and Mike Schmidt received salaries of £832,000 and £468,000 respectively, effective from 26 March 2023. 
Pension
The pension amounts paid in the year represent amounts contributed to pension plans and cash supplements, adjusted for the cost of employer’s 
NICs to the extent that provision is made as a cash supplement.
The pension benefits of the Executive Directors for 2023/24 were paid as salary supplements and were 3% of base salary (less employer’s NICs), 
which is in line with the pension provision for UK salaried employees of the Group. 
Annual Report  
on Remuneration
Directors’ remuneration report continued

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Strategic Report
Corporate Governance
Financial Statements
AIP outcomes
Executive Directors’ bonus payments for 2023/24 are in line with the policy and the terms of the AIP. 
75% of the maximum AIP opportunity related to the achievement of financial targets for 2023/24. The targets were based on Group adjusted EBITDA 
performance as follows:
Group adjusted 
EBITDA target*
% maximum
overall bonus  
opportunity
Threshold
£518m
18.75%
Target
£576m
37.5%
Maximum
£605m
75.0%
Actual
£629m
75.0%
*	
There is a straight-line payout for achievement between threshold, target and maximum levels.
The remaining 25% of the AIP related to personal objectives. These objectives focused on a number of KPIs ranging from strategic, operational and 
investor relations matters. The Committee assessed each objective against those criteria as explained below. 
Alex Russo
Objectives
Performance
Outcome
1.	 Team development (25%)
	
−
Motivated and performing executive team
Fully achieved – Onboarded new Company Secretary 
and IT Director to executive team. Retention agreement 
in place for Buying Director. Development plans in 
place for key individuals.
25% 
2.	 New store openings (25%)
	
−
20% is available for new store openings: 15% for on-target performance 
rising to 20% if UK/France combined 4 over budget providing financial 
performance of FY23 and FY24 openings in line with plan 
	
−
5% is available for small stores test and evaluate
Fully achieved – Target store openings of 30 B&M UK, 
20 Heron Foods and 10 B&M France (60 in total) were 
exceeded with 47 B&M UK, 20 Heron Foods and  
11 B&M France new stores opened (78 in total). 
25% 
3.	 Personal development (15%)
	
−
Agree response plan to 360 feedback 
	
−
Staff engagement survey scores on five key measures average  
equal or higher than October 2022
Partially achieved. Response plan to 360 feedback 
agreed and implemented. B&M adopted a new 
employee survey methodology this year to enable 
more actionable feedback from employees. This has 
made comparison with previous surveys unreliable. 
While the absolute level of employee engagement 
remains high, a new more comprehensive approach to 
employee engagement has also been implemented. 
10% 
4.	 LFL sales (Group basis) vs budget (30%)
	
−
50% of element for achieving budget 
	
−
100% of element for improvement of +2%
Fully achieved.
30% 
5.	 ESG (5%)
	
−
Continue to implement strategy and deliver planned objectives
Fully achieved. ESG plan on track to deliver planned 
objectives.
5% 
Total
95% out 
of 100% 
(23.75% 
out of 
25%)

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Mike Schmidt
Objectives
Performance
Outcome
1.	 Financial (40%)
	
−
B&M UK EBITDA margin great than or equal to 12.5% with appropriate 
cost disciplines 
	
−
FY24 leverage less than or equal to 1.3x 
	
−
Effective FY23 and FY24 year end statutory audit and Annual Report 
preparation 
Fully achieved.
40%
2.	 Operational (35%)
	
−
Successful Finance IT implementation go live June 2023
	
−
B&M UK stock loss less than or equal to 1.1%
Partially achieved – Although the CFO delivered a 
strong performance to implement the new Finance 
IT system, implementation continues beyond FY24 
whilst new working practices are adopted and the 
new system and controls are embedded. In addition, 
the target relating to stock loss was not met. The 
Committee therefore determined 20% out of 35% for 
this element. 
20%
3.	 Leadership team development (20%)
	
−
Effective working relationships with CEO direct reports,  
Board members, Group Financial Controller and IT Director
	
−
Develop influencing skills further, supported by CEO 
Fully achieved.
20%
4.	 ESG (5%)
	
−
Effective plan implementation delivering planned objectives  
and Report 2024 publication
Fully achieved.
5%
Total
85% out of 
100%
(21.25% out 
of 25%)
The table below sets out the resulting bonuses earned, including the amounts deferred into shares for a three-year period:
Executive Director
Bonus maximum as  
% salary
Bonus earned  
as % maximum
Bonus earned 
£1
Of which paid  
in cash  
£ (50%)
Of which deferred  
in shares  
£ (50%)
Alex Russo
200%
98.75%
£1,643,200
£821,600
£821,600
Mike Schmidt
150%
96.25%
£675,675
£337,838
£337,837
The Committee considered that overall performance had been strong during 2023/24 and that the AIP outcomes appropriately reflected individual 
and business outcomes. No discretion was used in assessing the outcomes as set out above.
Long-term incentive outcome
The LTIP award granted to Alex Russo on 3 August 2021 had a combination of adjusted EPS and relative TSR conditions with equal weighting. The 
performance period ended on 31 March 2024 and the outcomes are provided below.
Performance condition
Weighting
Performance for 
threshold vesting 
(25%)
Performance for
maximum vesting
Actual  
performance
Vesting
Adjusted EPS
50%
34.3p
42.3p
36.8p
48.44%
Relative TSR vs FTSE 350 retailers1
50%
Median
Upper quartile
Just below 
upper quartile
87.88%
Total
68.16%
1.	
Comparator group consists of the constituents of the FTSE General Retailers Index and the FTSE Food and Drug Retailers Index with some limited exclusions due to business fit.
The EPS target ranges for the 2021 LTIP award were initially set at grant as 37p to 45p. These were set assuming a corporation tax rate of 19% which 
was subsequently increased to 25% during the performance period. In determining performance assessment for this award, the Committee made 
an adjustment to the EPS target ranges to ensure that performance is measured on a consistent LFL basis with the stretch envisioned and intended at 
the time of grant. The adjusted ranges against which EPS performance was measured is 34.3p to 42.3p as set out above. These targets are no easier 
and no harder than originally intended. Without this adjustment, the level of vesting of the EPS element would not be a fair reflection of management 
performance and the strong underlying earnings growth that has been delivered for shareholders. 
Finally, the Committee has discretion to adjust the level of vesting of incentives if it determines this to be appropriate. After careful consideration 
of overall B&M performance, individual performance, the experience of employees and shareholders, it determined that the formulaic outcomes 
described above under both the AIP and LTIP were appropriate, and therefore did not exercise any discretion.
Directors’ remuneration report continued

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Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
The resulting LTIP awards granted on 3 August 2021 are due to vest as follows:
Executive Director
Number of  
awards granted
Number of awards 
due to vest 
due to meeting 
performance 
condition
Dividend shares 
earned to year end
Total shares 
due to vest
Total value 
£1
Alex Russo
148,437
101,175
22,550
123,725
659,207
1.	
Based on the average share price of £5.328 during the three-month period to 30 March 2024. 
The awards are due to vest following the expiry of the holding period on 3 August 2026.
LTIP awards granted during the financial year 
LTIP awards in the form of nil-cost options were granted to Alex Russo and Mike Schmidt on 1 August 2023 as follows:
Executive Director
Award size
Number of 
awards granted1
Face value  
of awards 
£
Alex Russo
200%
300,795
1,663,998
Mike Schmidt
175%
148,047
818,996
1.	
The number of awards granted was based on a share price of £5.532, being the share price prior to the date of grant.
Awards vest after five years from grant following the expiry of a two-year holding period. Dividends accrue in respect of the awards over the period 
from grant to vesting.
The performance conditions are measured over the three-year period to the end of 2025/26, and the targets were determined in the following way:
•	 The adjusted EPS targets were set by the Committee at the beginning of 2023/24, based on management’s three-year plan. The LTIP targets were 
set taking into account the management plan and analysts’ consensus forecasts at the time of setting the targets at the start of the year.
•	 The relative TSR condition follows a market-standard approach, with no vesting below median performance and with maximum vesting for upper 
quartile performance or above. This approach is consistent with the approach used for previous awards. 
The resulting performance conditions and targets are as follows:
Performance condition
Weighting
Performance for 
threshold vesting 
(25%)
Performance for 
maximum vesting
Adjusted EPS
50%
37.9p
43.9p
Relative TSR vs FTSE 350 retailers1
50%
Median
Upper quartile
1.	
Consists of the constituents of the FTSE General Retailers Index and the FTSE Food and Drug Retailers Index with some limited exclusions due to business fit.
A one-month average applies prior to the beginning and at the end of the performance period for the TSR condition.
Straight-line vesting occurs between threshold and maximum levels of performance.
The Remuneration Committee will assess the value of the 2023 LTIP at vesting and will ensure that the final out-turns reflect all relevant factors, 
including consideration of any “windfall gains”.
Deferred bonus awards granted during the financial year
A proportion of bonus earned by Executive Directors in respect of performance during 2022/23 was deferred into shares for a period of three-years 
on 13 June 2023 as follows:
Executive Director
Value of 
deferred bonus 
£
Number of 
awards granted1
Alex Russo
£334,086
62,446
Mike Schmidt
£81,989
15,325
1.	
The number of awards granted was based on a share price of £5.35, being the share price prior to the date of grant.
The awards are subject to continued service only. 

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Payments to past Directors
No payments for loss of office were made during 2023/24. As disclosed in last year’s remuneration report, Simon Arora’s share awards will continue 
to subsist under the agreed leaver treatment, with vesting at the usual time and subject to applicable performance pro-rating and time pro-rating. 
Remuneration of the Chair and Non-Executive Directors
The fees of the Chair are set by the Remuneration Committee. The fees of each of the Non-Executive Directors are set by the Board and take account 
of Chairship of Board Committees and the time and responsibility of the roles of each of them. Non-Executive Directors are paid an annual fee only.
The fees paid for 2023/24 to the Chairman of the Board and each of the Non-Executive Directors were as follows:
Director
2023/24
Fee 
£
2022/23
Fee 
£
Peter Bamford
393,056
391,400
Tiffany Hall
103,538
82,915
Ron McMillan
79,641
101,970
Paula MacKenzie 
67,486
64,890
Oliver Tant
80,373
26,979
Hounaïda Lasry (appointed 22 September 2023)
35,577
–
Carolyn Bradley (retired on 25 July 2023)
22,961
70,040
The annual rates of fees paid during the year with effect from 26 March 2023 were as follows:
Role
Fee 
£
Chair of the Board
407,056
Non-Executive Director base fee
67,486
Additional fee for chairing Audit & Risk Committee
18,746
Additional fee for chairing Remuneration Committee
18,746
Additional fee for Senior Independent Director
19,817
Additional fee for Director responsible for Workforce Engagement
5,356
Directors’ shareholding and share interests
Under the remuneration policy which operated during the year, the shareholding guideline for Executive Directors is for a shareholding to be built up 
and maintained of 200% of base salary. Where an Executive Director does not meet the shareholding guideline, they are expected to retain 50% of all 
shares which vest under the LTIP (or any other share plans in the future) after allowing for tax.
The Committee reviews share ownership levels annually. Alex Russo joined the Board during the year 2020/21 and Mike Schmidt joined during the 
year 2022/23 and are therefore working towards their shareholding requirements.
The table below sets out the number of shares held or potentially held by Directors (including their connected persons or related parties where 
relevant) as at the financial year ended 2023/24 (or the date of their stepping down from the Board if earlier).
Director
Shares held 
beneficially1
Unvested
options with
performance
conditions2
Unvested
options not
subject to
performance3
Vested but
unexercised
awards
Peter Bamford
5,000
–
–
–
Simon Arora4
69,880,828
1,122,302
392,116
–
Alex Russo
–
965,260
170,243
–
Mike Schmidt
23,202
385,744
52,939
–
Ron McMillan
37,037
–
–
–
Tiffany Hall
3,050
–
–
–
Carolyn Bradley4
–
–
–
–
Paula MacKenzie
–
–
–
–
Oliver Tant
10,000
–
–
–
Hounaïda Lasry
–
–
–
–
1.	
Includes any shares held by connected persons or related parties. 
2.	 LTIP awards in the form of nil cost options.
3.	 Deferred bonus awards, LTIP awards no longer subject to performance and buy-out awards in the form of nil cost options. 
4.	 Figures shown for Simon Arora and Carolyn Bradley are shown to the date of their stepping down from the Board, being 21 April 2023 and 25 July 2023 respectively. 
There have been no changes in the Directors’ interests in shares in the Company between the end of the 2023/24 financial year and the date of  
this report.
Directors’ remuneration report continued

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Strategic Report
Corporate Governance
Financial Statements
Performance graph and pay table
The chart below illustrates the Company’s TSR performance against the performance of the FTSE 350 Index (excluding Investment Trusts) of which the 
Company is a constituent, from 12 June 2014 (the date on which the Company’s shares were first conditionally traded).
Total shareholder return (rebased)
Source: Datastream (Thomson Reuters)
350
300
250
200
150
100
50
0
26 March 
2022
30 March 
2024
25 March 
2023
27 March 
2021
28 March 
2020
30 March 
2019
31 March 
2018
25 March 
2017
26 March 
2016
28 March 
2015
B&M European Value Retail S.A.
TSR – Value of a 100 unit investment made at 
12 June 2014
FTSE 350 excluding Investment Trusts
12 June 
2014
Remuneration of the CEO
The table below shows the remuneration of the CEO for each of the last nine financial years.
Total
remuneration
Bonus as a
% of max
LTIP as a
% of max
2015/16 – Simon Arora
601,638
0%
N/A
2016/17 – Simon Arora
1,403,731
76.8%
N/A
2017/18 – Simon Arora
1,376,482
68.6%
N/A
2018/19 – Simon Arora
1,204,983
46.0%
N/A
2019/20 – Simon Arora
1,213,194
42.6%
N/A
2020/21 – Simon Arora
3,710,905
98.8%
89.5%
2021/22 – Simon Arora
4,368,809
95.6%
100%
2022/23 – Simon Arora (to 26 September 2022)
2,659,356
56.9%
100%
2022/23 – Alex Russo (from 26 September 2022)
875,677
56.9%
N/A
2023/24 – Alex Russo
3,199,845
98.8%
68.2%
Change in remuneration of the Directors
Luxembourg Law imposes an obligation relating to the reporting of changes in total remuneration of the Company’s employees (but not its 
subsidiaries), the TSR and total remuneration of each of the individual Directors of the Company. As the law only refers to the Company’s employees 
and not those in other companies in the Group, consequently the changes reported for employees are restricted to a nominal number of staff, being 
just two in 2023/24.
The relevant data, as determined under the provisions of the Luxembourg remuneration reporting law, are as follows:
TSR performance
FY20
FY21
FY22
FY23
FY24
TSR (year-on-year)
-20.3%
123.7%
11.4%
-9.2%
22.0%
3-year TSR ranking1
9th out of 17
7th out of 15
2nd out of 14
2nd out of 15
7th out of 15

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B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Percentage change in total remuneration in the year stated compared with the prior financial year2
FY20
FY21
FY22
FY23
FY24
Company only (excluding all of the other Group subsidiaries in 
the UK and France) on full-time equivalent basis (average)
-16.38%
-8.44%
2.73%3
3.96%
6.16%
Executive Directors:
Simon Arora
0.68%
198.62%
39.03%
-20.60%
-78.52%
Alex Russo
N/A
N/A
128.01%
30.06%
98.79%
Mike Schmidt
N/A
N/A
N/A
–4
-22.81%
Non-Executive Directors:
3.00%
0.42%
Peter Bamford
11.66%
-6.25%
26.19%
Ron McMillan
21.65%
6.48%
9.19%
3.00%
-21.90%
Tiffany Hall
5.17%
5.17%
8.53%
3.00%
24.87%
Paula MacKenzie
N/A
N/A
N/A
3.00%
4.00%
Oliver Tant (appointed 1 November 2022)
N/A
N/A
N/A
–4
24.13%
Hounaïda Lasry (appointed 22 September 2023)
N/A
N/A
N/A
N/A
–5
1.	
The TSR figures are based on (i) a spot to spot absolute measurement for the Company over the financial year and (ii) a relative spot to spot measurement over three years 
compared with the current TSR comparator group (FTSE 350 retail sector and food retailers and wholesalers subsector as at the beginning of the financial year). For the 2022/23 
figures the companies used are Currys, Dunelm, Frasers Group, Greggs, Howden Joinery, JD Sports Fashion, Kingfisher, Marks & Spencer, Next, Ocado, Pets At Home, Sainsbury 
J, Tesco and WH Smith.
2.	 The pay of each Director has been calculated using the single figure totals. The average pay of staff is calculated on a full-time equivalent basis for each year (excluding overtime 
hours) and compares the average for each year with that for the prior year. Joining and departing employees and Directors have been grossed-up to a 12-month equivalent. 
3.	 The figure has been restated as part of this year’s calculations of changes in total remuneration.
4.	 Mike Schmidt and Oliver Tant were appointed to the Board during FY23.
5.	 Hounaïda Lasry was appointed to the Board during FY24.
Relative importance of the spend on pay
The table below shows the movement in spend on pay for all employees compared with distributions to shareholders for the financial years 
25 March 2023 and 30 March 2024.
£’000
2022/23
2023/24
% change
Total pay for employees
629,969
713,584
13.3%
Distributions to shareholders1
365,605
347,877
-4.8%
1.	
There have not been any buybacks of shares during either year.
CEO pay ratio
In line with new UK reporting requirements which the Company has adopted on a voluntary basis, set out below are ratios which compare the total 
remuneration of the CEO (as included in the single total figure of remuneration table) to the remuneration of the 25th, 50th and 75th percentile of the 
Group’s UK employees. The disclosure will build up over time to cover a rolling ten-year period.
Year
Method
25th percentile
pay ratio
50th percentile
(median)
pay ratio
75th percentile
pay ratio
2019/20
Option A
72:1
72:1
69:1
2020/21
Option A
207:1
196:1
191:1
2021/22
Option A
270:1
270:1
257:1
2022/23
Option A
178:1
178:1
164:1
2023/24
Option A
147:1
147:1
136:1
We have used Option A as this is the statistically most accurate method and the preferred approach of most institutional shareholders.
The base salary and total remuneration received during the financial year by the indicative employees on a full-time equivalent basis used in the 
above analysis are set out below:
25th percentile
pay ratio
50th percentile
(median)
pay ratio
75th percentile
pay ratio
Base salary
21,132
21,132
22,500
Total remuneration
21,766
21,766
23,444
Directors’ remuneration report continued

93
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
The ratios disclosed above are affected by the following factors of our UK workforce. The vast majority of this population work in our retail stores and 
warehouses where, in line with the retail sector more generally, rates of pay are lower than those for management grades and those employees 
based at our head offices in more technical roles. The three employees used in the calculations are warehouse and retail sales colleagues and 
consequently the ratios for each are not significantly different. In addition, while warehouse and retail sales colleagues are eligible to participate in 
Group-wide share plans and annual opportunities to share in success and recognise outperformance, the CEO’s higher bonus and LTIP opportunities 
are comparable with those which reflect the nature and complexity of his role as well as the remuneration levels in retail businesses of similar size. In 
this context, the Committee is satisfied that the ratios are appropriate and fair.
There has been a reduction in the ratios for 2023/24, which is driven primarily by the difference in the packages of Alex Russo and his predecessor 
Simon Arora. It is to be expected that the ratio will vary from year to year, primarily as the CEO’s package consists of a much higher level of variable 
pay that is dependent on performance, whereas the warehouse and retail sales colleagues’ remuneration is predominantly fixed in nature, which is 
normal practice for these roles. 
Malus and clawback
The AIP and LTIP rules include provision for clawback (and malus during any holding period under the LTIP) within a three-year period following 
payment or vesting if the Committee concludes that there has been material misstatement of financial results, or there are circumstances which 
would have warranted summary dismissal of the participant, or there are circumstances having an impact on the reputation of the Company or the 
Group which justify clawback being operated, or where the Committee discovers information from which it concludes that a bonus or award was 
paid or vested to a greater extent than it should have been.
In addition, all variable pay plans include discretion to reduce the indicative formulaic out-turn in appropriate cases.
Service contracts
The service contract for the CEO, Alex Russo and CFO, Mike Schmidt is terminable by either the Company or the relevant executive on 12 months’ 
notice. The service contracts are effective from 26 September 2022 in relation to the CEO and 17 October 2022 in relation to the CFO. Both contracts 
are rolling contracts with no fixed termination date.
All the Non-Executive Directors have letters of appointment with the Company for three-years subject to three months’ notice of termination by 
either side and at any time and subject to annual reappointment as a Director by the shareholders. Paula MacKenzie’s, Oliver Tant’s, Hounaïda 
Lasry’s and Nadia Shouraboura’s letters of appointment are effective from 9 November 2021, 1 November 2022, 20 June 2023 and 5 March 2024 
respectively, and the other Non-Executive Directors’ letters of appointment are effective from 1 June 2021. The appointment letters provide that no 
other compensation is payable on termination.
Fees for Chair and Non-Executive Directors in 2024/25
The rates of fees for the Chair and Non-Executive Directors were increased by 3% with effect from 31 March 2024 in line with the average all-
employee increase.
Role
Fee from
26 March  
2023 
£
Fee from
31 March  
2024
£
Chair of the Board
407,056
419,268
Non-Executive Director base fee
67,486
69,511
Additional fee for chairing Audit & Risk Committee
18,746
18,746
Additional fee for chairing Remuneration Committee
18,746
18,746
Additional fee for Senior Independent Director
19,817
19,817
Additional fee for Director responsible for Workforce Engagement
5,356
5,356
All fees are subject to the aggregate fee cap for Directors in the Articles of Association of the Company, which is currently at £1,000,000 per annum.
The Committee has responsibility for determining fees paid to the Chair of the Board.
The Chair and the Non-Executive Directors are entitled to reimbursement of all expenses reasonably incurred by them in the performance of their 
duties. The Chair and the Non-Executive Directors do not participate in any bonus or share plans of the Company.
Executive Directors remuneration for 2024/25 
Base salary
As described in the Chair’s statement, the base salaries for the Executive Directors were reviewed during the year. The resulting rates of salary are as follows:
Executive Director
Base salary  
from 26 March  
2023
£
Base salary  
from 31 March  
2024
£
Alex Russo
832,000
910,000
Mike Schmidt
468,000
482,040

94
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Benefits and pension
There are no planned changes to the provision of benefits for 2024/25, other than the provision of a £30,000 per annum accommodation allowance to Alex 
Russo. This is in recognition of the need for Alex to maintain a base in London and a base in the north of England due to his focus on frequent store visits across 
the network.
Alex Russo and Mike Schmidt will receive pension provision equal to 3% of salary, less employer’s NICs (to the extent that it is paid as a salary supplement).
Annual bonus
As set out in the summary of the Directors’ Remuneration Policy and subject to shareholder approval at the 2024 AGM, the maximum bonus opportunity for Alex 
Russo will be 250% salary. The maximum bonus opportunity for Mike Schmidt will be 150% of base salary. 
Under the awards for 2024/25, 75% of the maximum bonus opportunity is again based on the achievement of an adjusted EBITDA target and  
25% on achievement of personal objectives. In relation to each award, one-half of any bonus achieved will be deferred into shares for three-years. 
The awards will also be subject to malus and clawback provisions.
The Committee does not disclose adjusted EBITDA or personal targets in advance as they are commercially sensitive. Suitable disclosure of the targets together 
with details of achievement against them will again be included in next year’s Directors’ remuneration report.
LTIP
The Committee proposes that LTIP awards will be made to Executive Directors during 2024/25, subject to stretching financial performance conditions 
over a three-year period, with vesting after the completion of a further two-year holding period.
As set out in the Directors’ Remuneration Policy and subject to shareholder approval at the 2024 AGM, the 2024/25 award for Alex Russo will be 
250% of salary while an award of 175% of salary will be granted to Mike Schmidt.
•	 We have set the adjusted post-IFRS 16 diluted EPS targets for 2026/27 taking into account management’s three-year plan, macro-economic 
conditions and the impact of other relevant factors. Targets in previous years were pre-IFRS 16 so are not comparable. The targets are considered 
stretching in the context of the high current operating margins, increased financing costs and the Group’s policy of returning cash to shareholders 
through ordinary and special dividends rather than share buybacks. In addition, the increase in the rate of store openings depresses EPS over the 
next 2 to 3 years due to increased depreciation and the accounting treatment of rents under IFRS 16. 
•	 The relative TSR condition follows a market-standard approach, with no vesting below median performance and with maximum vesting for upper 
quartile performance or above. This approach is consistent with the approach used for previous awards. 
The resulting performance conditions and the targets for the awards are as follows:
Performance condition
Weighting
Performance for
threshold vesting
(25%)
Performance for
maximum vesting
Adjusted EPS1
50%
38.3p
47.4p
Relative TSR vs FTSE 350 retailers2
50%
Median
Upper quartile
1.	
There is scaled vesting between threshold and maximum, with an intermediate point. There is straight-line vesting between these three points. The intermediate point is 
considered commercially sensitive at this time and will be disclosed at vesting in the relevant Directors’ remuneration report.
2.	 Consists of selected constituents of the FTSE 350 General Retailers Index and the FTSE 350 Food and Drug Retailers Index.
Remuneration Committee composition and meetings in 2023/24
The members of the Committee during the year consisted solely of Independent Non-Executive Directors being Tiffany Hall (Committee Chair),  
Ron McMillan, Oliver Tant, Carolyn Bradley (until she stepped down from the Board in July 2023) and Hounaïda Lasry (from 22 September 2023).  
As announced on 5 June 2024, Hounaïda Lasry will succeed Tiffany Hall as Chair of the Remuneration Committee on conclusion of the AGM on 
23 July 2024
The responsibilities of the Committee are set out in the Corporate Governance section of the Annual Report on page 58.
The Committee invites Peter Bamford as the Chairman of the Board and Alex Russo as the CEO, as and when the Committee considers it appropriate, 
to attend meetings and assist the Committee in its deliberations. No person is present during any deliberations relating to their own remuneration or 
is involved in determining their own remuneration.
Directors’ remuneration report continued

95
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
Details of Committee meetings and attendances during the year were as follows:
Director
Role
Meetings 
attended
Tiffany Hall
Committee Chair
5 out of 5
Ron McMillan
Committee Member
5 out of 5
Carolyn Bradley
Committee Member
5 out of 5
Oliver Tant
Committee Member
4 out of 5
Hounaïda Lasry
Committee Member
3 out of 3
Activity (meeting unless  
noted otherwise)
Description
April 2023 (call)
•	 Approve metrics and targets for AIP and LTIP for FY24
May 2023
•	 Approve AIP and LTIP outcomes for FY23
•	 Approval of Directors’ remuneration report
July 2023
•	 Approve retention arrangements for Bobby Arora
September 2023
•	 Appoint Deloitte as advisors to the Committee
•	 Three-year remuneration policy review
November 2023
•	 Three-year remuneration policy review
January 2024
(written resolution)
•	 Review of shareholder feedback on policy review
•	 Update on wider workforce pay
•	 Review of annual bonus and LTIP metrics for FY24
March 2024
•	 Finalise three-year remuneration policy proposal
•	 Review provisional AIP outcomes for FY24
•	 Determine salary increases for FY25 for Executive Directors
•	 Review AIP and LTIP metrics for FY25
•	 Review in-flight LTIP awards
•	 Review of Committee terms of reference
Shareholder voting
The resolution to approve the Directors’ Remuneration Policy at the 2021 AGM and resolution to approve the Annual Report on Remuneration at the 
2023 AGM were passed as follows:
Resolution
Votes for
% for
Votes against
% against
Total votes cast
% of shares
on register
Votes
withheld
To approve the Directors’
Remuneration Policy (2021)
659,985,530 
81.46
150,159,930 
18.54
810,145,460
80.95
191,067
To approve the Annual Report
on Remuneration (2023)
808,808,276
97.30 
22,181,186
2.70 
830,989,462
82.15
21,190,134
Advisors to the Committee
Following a review of its advisors and a competitive tender process, the Committee appointed Deloitte LLP (“Deloitte”) as its new advisors on 
22 September 2023. Prior to that, the advisors were PricewaterhouseCoopers LLP (“PwC”). Both Deloitte and PwC are members of the Remuneration 
Consultants Group and subscribe to its Code of Conduct which requires that its advice must be objective and impartial.
During the year, Deloitte’s and PwC’s total fees excluding VAT in respect of advice to the Remuneration Committee were £87,700 and £43,025 
respectively. Fees are generally determined on a time and materials basis. For some items, fees were determined under a fixed fee agreement.
From time to time, the Group engages Deloitte and PwC for other advice and services not related to executive remuneration, including valuation and 
taxation. The Committee will continue to monitor such engagements with Deloitte in order to continue to be satisfied that they do not affect Deloitte’s 
independence as an advisor to the Committee. 
This report has been approved by the Board of Directors of the Company and signed on behalf of the Board by:
Tiffany Hall
Chair of the Remuneration Committee
4 June 2024

96
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
As permitted under Luxembourg Law, the 
Directors have elected to prepare a single 
Management Report covering both the 
Company and the Group’s financial year. The 
Strategic Report, Corporate Governance report 
and Directors’ remuneration report on pages 
1 to 57, 58 to 101 and 76 to 95 respectively form 
part of this report and are incorporated into 
this Directors’ report by reference. Also, the 
following information, in particular within those 
reports can be found  
as follows:
•	 future developments in the business –  
page 14; 
•	 workforce engagement – pages 33 and 34; 
•	 Viability Statement – page 29; 
•	 energy and carbon reporting – pages 31 
to 32; 
•	 Directors’ service contracts and 
appointment letters – page 93; 
•	 Directors’ interests in the Company’s shares 
– page 90; 
•	 conflicts of interest – page 65; and 
•	 stakeholders and Section 172 Statement – 
pages 54 to 57. 
Company status
B&M European Value Retail S.A. (the 
“Company”) is the parent company of the 
Group. It was incorporated on 19 May 2014 
as a public limited liability company (société 
anonyme) under the laws of the Grand-Duchy 
of Luxembourg and has its registered office 
in the Grand-Duchy of Luxembourg. The 
Company’s shares are listed on the premium 
listing segment of the London Stock Exchange.
Branches
The Group has no branches and had none 
during the reporting period.
Research and development
The Company has no research and 
development activities.
Principal activity
The principal activity of the Group is variety 
retailing in the UK and in France. The Company 
has a corporate office in Luxembourg.
Business review
This report together with the Strategic Report 
on pages 1 to 57, which is incorporated by 
reference in this report, sets out the review 
of the Group’s business during the financial 
year ended 30 March 2024, including factors 
likely to affect the future development and 
performance of the business and a description 
of the principal risks and uncertainties the 
Group faces. 
Results and dividend
The Group’s profit after tax for the financial year 
ended 30 March 2024 of £367m is reported in 
the consolidated statement of comprehensive 
income on page 105.
The Board is recommending a final dividend of 
9.6p per ordinary share, which together with 
the interim dividend of 5.1p per ordinary share 
paid in December 2023 (but not including the 
special dividend of 20.0p per share paid in 
February 2024) is a total ordinary dividend 
for the year of 14.7p, at the upper end of the 
Company’s dividend policy of paying 30% to 
40% of net income on a normalised tax basis.
Post balance sheet events
There have been no post balance sheet 
events that either require adjustment to the 
financial statements or are important in the 
understanding of the Group’s current position.
Corporate social responsibility
Our CSR activity is set out in the Corporate 
social responsibility report on pages 30 to 39 
and in the standalone ESG report.
Employee engagement and 
involvement
The Group is committed to employee 
involvement, consultation and participation. 
At key points throughout the year, colleagues 
are kept informed about the performance 
and strategy of the Group through internal 
business update meetings, conference calls, 
company newsletters and CEO email bulletins. 
They include information on the financial and 
trading performance of the Group. Further 
details of workforce engagement, feedback 
and actions during the year are also set out on 
pages 33 to 35, which is incorporated in this 
report by reference.
B&M has a Share Incentive Plan which is open 
to all B&M UK employees after 12 months 
service. Certain employees in the Group are 
also eligible to participate in other share 
incentive schemes of the Company.
Equal opportunities
The Group is an equal opportunity employer. It 
is the Group’s policy not to discriminate on the 
basis of gender, race, colour, religion, disability 
or sexual orientation, in its recruitment, training 
and promotion programmes.
Disabled persons
The Group seeks to ensure that disabled 
people, whether applying for a vacancy 
or already in employment, receive equal 
opportunities in respect of job vacancies 
which they are able to fulfil. They are not 
discriminated against on the grounds of 
their disability and are given full and fair 
consideration of applications, continuing 
training while employed and equal opportunity 
for career development and promotion. Where 
existing colleagues suffer a disability, it is our 
policy to retain them in the workforce where 
that is practicable.
Directors
The Directors’ interests in shares and share 
awards made to Directors of the Company as 
at 31 March 2024 are shown on page 90. 
Since the year end on 31 March 2024 and 
as at the date of this report, a new Non-
Executive Director, Nadia Shouraboura, has 
been appointed by shareholders. Details on 
Directors’ biographies can be found on pages 
59 to 61. 
In accordance with the Articles of Association 
of the Company (the “Articles”), all the Directors 
will retire at the AGM on 23 July 2024. All the 
retiring Directors are eligible for re-election  
as Directors.
Directors’ indemnities
The Company’s Articles permit to indemnify 
Directors in certain circumstances, as well 
as to provide insurance for their benefit. 
The Company has Directors’ and Officers’ 
insurance in place in respect of all the 
Directors. The insurance does not provide  
cover where a Director has acted fraudulently 
or dishonestly.
Political donations
The Company made no political donations 
during the financial year under review.
The Directors present their report (the “Management Report”) under 
Luxembourg Law and DTR 4.1.5R, together with the consolidated annual 
accounts and financial statements of the Group and of the Company as at 
30 and 31 March 2024 respectively for the accounting periods then ended.
Directors’ report and business review

97
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
Financial instruments
Details of the Group’s objectives and policies 
on financial risk management, and details of 
the financial instruments currently in use, are 
set out in note 1 to the consolidated financial 
statements on pages 109 to 119, which forms 
part of this report.
Share capital
The Company’s share capital and changes 
made to it in the financial year ended 31 March 
2024, are set out on page 98 below and 
under note 23 to the consolidated financial 
statements on page 143 which forms part of 
this report.
In common with other Luxembourg registered 
companies, the Articles allow the Board 
to increase the issued share capital of the 
Company within the limits of the authorised 
share capital (set under article 5.2 of the 
Articles), including by the issue of new  
shares and, under certain conditions, by 
limiting or cancelling pre-emption rights  
of existing shareholders.
Under Luxembourg Law such authority can only 
be granted for a period of up to five years. The 
authority for the Board to increase the issued 
share capital within the limits of the authorised 
share capital has been renewed for five years on 
25 July 2023 and will expire on 25 July 2028. The 
conditions and limits under which this authority 
can be exercised are provided for under article 
5.2 of the Articles.
The Directors intend to comply with the Pre-
Emption Group’s Statement of Principles, in 
relation to any issue of shares of the Company 
to the extent practical as a Luxembourg 
registered company.
The Board intends to seek an authorisation  
of shareholders at the AGM on 23 July 2024 
that the Company may purchase, acquire 
or receive its own shares. This resolution is 
requested at each AGM. No shares of the 
Company have been repurchased and no 
contract to repurchase shares has been 
entered into at any time since the incorporation 
of the Company.
Each ordinary share entitles the holder to vote 
at general meetings of the Company in person 
or by proxy. Unless otherwise provided by 
Luxembourg Law or the Articles, all decisions 
by an annual or ordinary shareholders’ 
meeting are taken by a simple majority of votes 
cast regardless of the proportion of the issued 
share capital represented at the meeting. 
The notice of the AGM specifies deadlines for 
exercising voting rights and appointing a proxy 
to vote.
Holders of ordinary shares may receive 
dividends and on liquidation a share in the 
assets of the Company.
Subject to meeting certain thresholds, holders 
of ordinary shares may requisition a general 
meeting of the Company or the proposal of 
resolutions at general meetings. The rights 
(including full details relating to voting), 
obligations and any restrictions on transfers 
relating to the Company’s ordinary shares, as 
well as the powers of the Directors, are set out 
in the Articles of Association.
The Company is not aware of any agreements 
between shareholders that restrict the  
transfer of shares or voting rights attached  
to the shares.
Amendment to the  
Articles of Association
The Articles of Association of the Company may 
only be amended at an extraordinary general 
meeting of shareholders where at least one 
half of the issued share capital is represented 
(or if that condition is not satisfied at a second 
meeting regardless of the proportion of the 
issued share capital represented at that 
second meeting) and when adopted by a 
resolution passed by at least two-thirds of the 
votes cast.
Change of control
The Company has a senior facilities agreement 
(the “SFA”) in relation to a £225m term loan 
and a £225m revolving credit facility. The SFA 
provides that on a change of control of the 
Company, each lender has the right to require 
early repayment of their loans and to cancel all 
their commitments under the SFA on not less 
than ten business days’ notice to the Company.
The Company issued £400m 3.625% senior 
secured notes due 2025 (part having been 
early redeemed, the outstanding principal 
amount is of £155,520,000), £250m 4% senior 
secured notes due 2028 and £250m 8.125% 
senior secured notes due 2030. On a change 
of control of the Company, each bondholder 
has the option to require the Company to 
repurchase all or part of the notes of such 
holder at a redemption purchase price 
expressed as a percentage of the principal 
amount as at redemption date, plus accrued 
interest up to the date of repurchase.
The Group’s credit and loan facilities with its 
banks and fleet finance agreements for HGVs 
contain customary cancellation and repayment 
provisions upon a change of control.
Employee share incentive schemes 
also have customary change of control 
provisions triggering vesting and exercise on 
performance conditions being met or (in the 
discretion of the Company) being waived.
Annual General Meeting and 
Extraordinary General Meeting
Notices convening the Company’s AGM to 
be held on 23 July 2024, will be issued to 
shareholders. In addition to the ordinary 
business of the AGM, the Directors are seeking 
certain other approvals and authorities, details 
of which are set out in the notice of the AGM.
An extraordinary general meeting (“EGM”) 
will be held after the AGM, on 23 July 2024, to 
deliberate upon amendments being proposed 
to be made to the Articles of Association of the 
Company. Those amendments mainly consist 
in removing provisions which are no more 
relevant or applicable to the Company. Further 
details can be found under sections (h) and (i) 
of the Article 11 report on page 99 below.
Corporate governance
Compliance by the Company with the 
UK Corporate Governance Code and the 
requirements of Luxembourg Law are set out 
in the Principal risks and uncertainties on 
pages 24 to 28, the Corporate Governance 
report on pages 58 to 101 and the Directors’ 
remuneration report on pages 76 to 95, each of 
which form part of this report.
Shareholders
The following shareholders have notified the Company of their interests of 5% or more in the Company’s issued ordinary shares (including interests in 
shares held through financial instruments):
Shareholder
Number of 
ordinary
shares
% issued  
share
Capital
The Capital Group Companies Inc.
99,497,396
9.93
Fidelity Management Research
73,537,597
7.64
GIC Private Limited
51,167,466
5.10

98
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
The Statement of Directors’ responsibilities in 
relation to the consolidated annual accounts 
and financial statements of the Group and 
the standalone annual accounts and financial 
statements of the Company appears on page 
101, which forms part of this report.
Independent auditor
KPMG Audit S.à r.l. is the independent auditor 
(“réviseur d’entreprises agréé”) of the Company. 
Their reappointment as the Company’s auditor, 
together with the authority for the Directors to 
fix their remuneration, will be proposed at the 
AGM on 23 July 2024.
Information on forward-looking 
statements
The Annual Report and financial statements 
include forward-looking statements that 
reflect the Company’s or, as appropriate, the 
Directors’ current views with respect to, among 
other things, the intentions, beliefs and current 
expectations of the Company or the Directors 
concerning, amongst other things, the 
results of operations, the financial condition, 
prospects, growth, strategies and dividend 
policy of the Company and the industry in 
which it operates. Statements that include the 
words “expects”, “intends”, “plans”, “believes”, 
“projects”, “forecasts”, “predicts”, “assumes”, 
“anticipates”, “will”, “targets”, “aims”, “may”, 
“should”, “shall”, “would”, “could”, “continue”, 
“risk” and similar statements of a future or 
forward-looking nature can be used to identify 
forward-looking statements.
All forward-looking statements involve risks 
and uncertainties because they relate to events 
and depend on circumstances that may or 
may not occur in the future. Undue reliance 
should not be placed on such forward-looking 
statements because they involve known and 
unknown risks and uncertainties.
Independence Compliance Statement
Simon Arora, Bobby Arora, Robin Arora and SSA 
Investments S.à r.l. (“SSA Investments”) (together 
the “Arora Family”) entered into a relationship 
agreement with the Company (the “Relationship 
Agreement”) at the time of and with effect 
from the admission of the Company to trading 
on the London Stock Exchange in June 2014 
(“Admission”). The purpose of the Relationship 
Agreement was to regulate the ongoing 
relationships between the Company and the 
Arora Family and to ensure that the business 
operated independently of the Arora Family 
(and their associates) and that transactions 
and relationships between the Group and the 
Arora Family (and their associates) were at arm’s 
length and on normal commercial terms. The 
Relationship Agreement applied for so long as 
the Arora Family together with their associates 
held 5% or more of the issued ordinary shares 
of the Company. The Arora Family (and their 
associates) shareholding fell below 5% of the 
issued ordinary shares of the Company in 
December 2023, and therefore the Relationship 
Agreement has lapsed and ceased to have any 
effect from that date.
Under the UK Listing Rules, each of Simon 
Arora, Bobby Arora, Robin Arora and any other 
close family members and associates will be 
considered to be a related party for the purposes 
of the related party transaction rules in Chapter 
11 of the Listing rules until 12 months after Simon, 
Bobby or any other member of the family, ceases 
to be a director or shadow director or ceases 
to exercise significant influence over B&M 
European Value Retail S.A. or any subsidiaries of 
the Group. Simon ceased to be a director of the 
Company in April 2023 and Robin Arora left the 
Company in March 2022. Bobby Arora continues 
to be an employee of the Group and a Director of 
several subsidiaries of the Group.
A summary of the corporate governance and 
Listing Rules processes and assessments 
undertaken by the Group and the Board together 
with reports of advisors and the opinion of the 
Sponsor, in relation to related party leases, is 
included on pages 65 and 66 of the Corporate 
Governance report.
In the financial year 2024 there had been one 
new store lease in the UK with Arora Family 
related parties as landlords of those stores, 
representing 2.13% of the total number of 47 
gross B&M new store openings of the Group in 
the UK in that period. 
The total number of leases of UK stores and 
rents of the Group with Arora Family related 
parties as at the end of the period under review 
were 63 store leases, representing 8.50% of a 
total number of 741 UK B&M stores of the Group 
with all landlords, and 10.12% of the overall rent 
roll of all UK B&M stores as at the year end. B&M 
entered into an agreement with Simon Arora 
and Robin Arora permitting them to purchase 
two company vehicles belonging to the 
Company’s subsidiary, B&M Retail Limited. The 
agreement took effect upon Simon and Robin 
leaving their employment. The sum involved was 
independently valued at the proper market value 
of the cars given age and condition. 
This transaction is to be regarded as immaterial 
both under the UK Listing rules (being far below 
0.25% under the relevant class test prescribed 
by Chapter 11) and under the Luxembourg Law 
provisions on related party transactions. By 
reference to Luxembourg regulation on conflict of 
interests as provided for under article 441-7 of the 
Luxembourg Law of 10 August 1915 (reproduced 
in article 13.10 of the Articles), it also falls within 
the ordinary course of business exemption.
Details of other related party transactions 
entered with associated companies of the 
Group are set out in note 27 to the consolidated 
financial statements on pages 147 to 150 which 
forms part of this report.
Those transactions relate to the following 
matters:
i.	 product sourcing and supplies to the Group 
from Multi-Lines; and
ii.	 wholesale supplies of products by the Group 
to Centz Retail Holdings Limited.
The Board confirms that during the financial year 
2023/24:
i.	 the Company has complied with the 
Independence Provisions included in the 
Relationship Agreement; 
ii.	 so far as the Company is aware, the 
Independence Provisions included in the 
Relationship Agreement have been complied 
with by the controlling shareholder and its 
associates; 
iii.	 so far as the Company is aware, the 
procurement obligations in the Relationship 
Agreement have been complied with by the 
Arora Family and its associates; and
iv.	 that the Company has acted independently 
of the Arora Family and  
their associates.
The Board confirms that this statement is 
supported by each of the independent Directors 
of the Company and there have been no 
instances where any of them declined to support 
this statement.
Article 11 report
The following disclosures are made voluntarily 
on the basis of article 11 of the Luxembourg 
Law on Takeovers of 19 May 2006 as amended 
(“Luxembourg Takeovers Law”) and form part  
of this Directors’ report.
Following the UK’s exit from the EU, the 
shares of the Company, being listed solely on 
the London Stock Exchange market, are no 
longer admitted to trading on an EU Member 
State regulated market and the Company is 
therefore outside of the scope of Luxembourg 
Takeovers Law.
The Board of Directors however deems it 
best practice for a Luxembourg incorporated 
company and in the best interest of 
shareholders to continue to provide those 
disclosures within the Directors’ report.
Section (a) – Share capital structure
The Company has issued one class of 
shares which is admitted to trading on the 
London Stock Exchange. No other shares 
have been issued by the Company. Its 
issued share capital as at 31 March 2024 
amounts to £100,279,089.60 represented by 
1,002,790,896 shares with a nominal value 
of £0.10 each.
Directors’ report and business review continued

99
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
As at the date of this report, all shares are in 
dematerialised form. 
In addition to the issued share capital, the 
Company has also an authorised but unissued 
share capital amounting to £296,943,132.60.
All shares issued by the Company entitle to 
equal rights as set out in the Articles.
Section (b) – Transfer restrictions
All the shares are freely transferable subject to 
the conditions set out in article 6.7 and 6.7.1.2 of 
the Articles.
Section (c) – Major shareholdings
Details of shareholders holding more than 5% 
of the issued share capital of the Company 
as notified to the Company in accordance 
with DTR 5.1 and in accordance with article 
8.1 of the Articles which reproduces the 
relevant provisions of the Luxembourg Law 
on Transparency requirements for issuers of 
securities dated 11 January 2011 as amended 
(“Luxembourg Transparency Law”) are set out 
on page 97.
Section (d) – Special control rights
All the issued and outstanding shares of the 
Company have equal voting rights and there are 
no special control rights attached to its shares.
Section (e) – Control system on 
employee share scheme
The Company is not aware of any matters 
regarding section (e) of article 11 of the 
Luxembourg Takeovers Law.
Section (f) – Voting rights
Each share issued and outstanding in the 
Company represents one vote. The Articles do 
not provide for any voting restrictions.
In accordance with the Articles of Association, 
shareholders may be represented at general 
meetings and proxies shall be received by the 
Company a certain time before the date of the 
relevant general meeting. The Board of Directors 
may determine such other conditions that must 
be fulfilled by shareholders attending in person 
or by proxy. Additional provisions may apply 
under Luxembourg Law. Thus, Luxembourg 
legislation requires shareholders to register 
their intention to participate in general meetings 
at least 14 days before the date of the meeting 
(the “Record Date”). In accordance with the same 
legislation and article 24.6.11 of the Articles, 
and except when voting rights are suspended, 
the right of a shareholder to participate in a 
general meeting and to exercise the voting 
rights attached to its shares and the number of 
voting rights it may exercise are determined by 
reference to the number of shares held by such 
shareholder as at midnight on the Record Date.
As provided for under article 6.5.5 of the 
Articles, the voting rights attached to any 
shares which had not been dematerialised 
by the Compulsory Dematerialisation Date (as 
defined thereunder) were to be automatically 
suspended. That deadline was on 8 March 
2023 and as at the date of this report, 
11,459 shares in aggregate had not been 
dematerialised by their respective owners and 
are now held in a securities account open in 
the name of the Company. The suspension of 
the voting rights attached to those shares will 
cease when the owner provides the details of 
a securities account in his or her name where 
the shares can be transferred and held in 
dematerialised form.
Besides, in accordance with article 8.1.5 of 
the Articles which adopts article 8 of the 
Luxembourg Transparency Law, as long as 
the notice of crossing a major shareholding 
in the Company has not been notified to 
the Company in the manner prescribed, the 
exercise of the voting rights relating to those 
shares which exceed the threshold that 
should have been notified is suspended. 
The suspension of the voting rights is lifted 
when the shareholder makes the notification 
provided for under article 8.1.1 of the Articles.
Section (g) – Shareholders’ agreements 
with transfer restrictions
The Company has no information about any 
agreements between shareholders which may 
result in restrictions on the transfer of securities 
or voting rights.
Section (h) – Appointment of Board 
members, amendment of Articles 
of Association
The appointment and replacement of Board 
members and the amendment of the Articles 
are governed by Luxembourg Law, mainly 
the Law on commercial companies dated 
10 August 1915 as amended (“Luxembourg Law 
of 10 August 1915”), and the Articles (article 10 
and article 24.6.3 respectively).
The Articles are published under the Investors 
section on the Company’s corporate website at 
www.bandmretail.com.
They may only be amended (i) by decision of 
an EGM of shareholders with at least half the 
issued share capital of the Company present 
or represented (and if that condition is not 
satisfied, a second EGM convened with the 
same agenda regardless of the proportion of 
the issued share capital represented) and (ii) 
when changes proposed are approved by a 
majority of two-thirds of the votes cast.
Section (i) – Powers of the  
Board of Directors
The Board of Directors is vested with 
the broadest powers to take any action 
necessary or useful to realise the purposes 
of the Company, with the exception of the 
powers reserved to the general meeting 
of shareholders by the Luxembourg Law of 
10 August 1915 and by the Articles.
In common with the articles of association 
of other Luxembourg public limited liability 
companies, article 5.2 of the Articles gives 
authority to the Board of Directors to issue 
shares on a non-pre-emptive basis under 
certain conditions.
As at the date of this report, the Articles 
authorise the Board of Directors to disapply 
pre-emption rights:
a.	 for the issue for cash of shares representing 
up to 5% of the issued share capital of the 
Company in any one year;
b.	 for the issue for cash of shares representing 
up to a further 5% of the issued share 
capital to deal with financing (or refinancing 
provided that the authority given is to 
be used within six months as from the 
original transaction) an acquisition or other 
investment of a kind contemplated by the 
Statement of Principles on the disapplication 
of Pre-emption rights published by the Pre-
Emption Group of the FRC (the “Statement of 
Principles”);
c.	 to deal with treasury shares or fractional 
entitlements on otherwise pre-emptive 
issues of shares; and
d.	 in connection with employee share 
option schemes.
The Board as a matter of policy and to the 
extent practicable for a Luxembourg company, 
intends to follow the guidelines provided 
for under the Statement of Principles. The 
Statement of Principles raised up to 10% the 
thresholds referred to under a and b above 
and the special authority to issue shares for 
cash on a non-pre-emptive basis for financing 
acquisitions or investments can now be used in 
connection with acquisitions and investments 
having taken place in the preceding 12 months. 
The Board proposes to amend article 5.2 of 
the Articles accordingly and the EGM to be 
held on 23 July 2024 will deliberate upon those 
changes.
The AGM of the shareholders of the Company 
held on 25 July 2023 authorised the Board to, 
in the name and on behalf of the Company, 
purchase, acquire or receive the Company’s 
own shares representing up to 10% of its issued 
share capital from time to time, on such terms 
as the Board may decide in accordance with 
the law.

100
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Subject to shareholder approval, this 
authorisation will be renewed at the AGM to 
be held on 23 July 2024. The renewal of this 
authorisation is and will be requested at  
each AGM.
No shares of the Company have been 
purchased by the Company and no share 
buyback contract has been entered into at any 
time since the incorporation of the Company 
and up to the date of this report.
Section (j) – Significant agreements  
or essential business contracts
The Board of Directors is not aware of any 
significant agreements to which the Company 
is a party and which take effect, alter or 
terminate upon a change of control of the 
Company following a takeover bid other than:
a.	 the Company has an SFA in relation to a 
£225m term loan agreement and a £225m 
revolving credit facility. The SFA provides 
that on a change of control of the Company, 
each lender has the right to require early 
repayment of their loans and to cancel all 
their commitments under the SFA on not 
less than ten business days’ notice to the 
Company;
b.	 in relation to the Senior Secured Notes 
issued by the Company, on a change of 
control of the Company, each bondholder 
has the option to require the Company to 
repurchase all or part of the notes held 
by such bondholder at the applicable 
redemption purchase price (set as a 
percentage of the then outstanding 
principal amount) plus interest accrued up 
to the date of the repurchase and additional 
amounts if any;
c.	 the Group’s credit and loan facilities with 
its banks and fleet finance agreements for 
HGVs which contain customary cancellation 
and repayment provisions upon a change 
of control; and
d.	 employee share incentives schemes in 
relation to shares in the Company include 
customary change of control provisions 
triggering vesting and exercise on 
performance conditions being met or (in the 
discretion of the Company), being waived.
 
Section (k) – Agreements  
with Directors and employees
No agreements exist between the Company 
and its Directors or employees which provide 
for compensation if Directors or employees 
resign or are dismissed without valid reason, 
or if their employment ceases because of a 
takeover bid other than as disclosed in the 
Directors’ remuneration report on pages 76  
to 95.
Approved on behalf of the Board.
Alejandro Russo
Chief Executive Officer
4 June 2024
Michael Schmidt
Chief Financial Officer
Directors’ report and business review continued

101
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
Company law requires the Directors to prepare, 
for each financial year, annual accounts 
and financial statements of the Company, 
on a standalone basis in accordance with 
Luxembourg legal and regulatory requirements 
regarding the preparation of annual accounts 
(“Lux GAAP”) and consolidated annual 
accounts and financial statements at Group 
level in accordance with International Financial 
Reporting Standards (“IFRS”) as adopted by the 
EU and applicable law. Under the UK Disclosure 
Guidance and Transparency Rules, Group 
financial statements are also to be prepared 
in accordance with International Financial 
Reporting Standards adopted pursuant to 
Regulation (EC) No 1606/2002 as it applies  
in the European Union (“IFRS as adopted  
by the EU”).
Under company law, the Directors must not 
approve the financial statements unless they 
are satisfied that they give a true and fair 
view of the state of affairs of the Group and 
Company and of their profit or loss for the 
relevant period. In preparing each of the Group 
and Company’s annual accounts and financial 
statements, the Directors are required to:
•	 select suitable accounting policies and then 
apply them consistently; 
•	 make judgements and estimates that are 
reasonable and prudent; 
•	 present the financial statements and 
policies in a manner that provides  
relevant, reliable, comparable and 
understandable information; 
•	 state whether they have been prepared in 
accordance with IFRS as adopted by the EU; 
•	 assess the Group and the Company’s ability 
to continue as a going concern, disclosing, 
as applicable, matters related to going 
concern; and 
•	 use the going concern basis of accounting 
unless they either intend to liquidate 
the Group or the Company or to cease 
operation, or have no realistic alternative 
but to do so.
The Directors are responsible for keeping 
adequate accounting records that are sufficient 
to show and explain the parent company’s 
transactions and disclose with reasonable 
accuracy at any time the financial position  
of the parent company and enable them to 
ensure that its financial statements comply  
with company law. They are responsible for 
such internal control as they determine is 
necessary to enable the preparation of  
financial statements that are free from  
material misstatement, whether due to  
fraud or error, and have general responsibility 
for taking such steps as are reasonably  
open to them to safeguard the assets of the 
Group and to prevent and detect fraud and 
other irregularities.
Under applicable law and regulations, the 
Directors are also responsible for preparing 
a Strategic Report, Directors’ report, Directors’ 
remuneration report and Corporate 
Governance Statement that comply with the 
provisions of that law and those regulations.
The Directors are responsible for the 
maintenance and integrity of the corporate 
and financial information included on the 
Company’s website. The financial statements 
are published on the Company’s website.
Legislation in Luxembourg governing the 
preparation and dissemination of financial 
statements may differ from legislation in  
other jurisdictions.
We confirm that, to the best of our knowledge:
•	 the consolidated annual accounts and 
financial statements of B&M European Value 
Retail S.A. (the “Company”) presented in this 
Annual Report and established in conformity 
with IFRS as adopted by the EU give a 
true and fair view of the assets, liabilities, 
financial position, cash flows and profits 
of the Company and the undertakings 
included within the consolidation taken as 
a whole;
•	 the annual accounts of the Company 
presented in this Annual Report established 
in conformity with the Luxembourg legal 
and regulatory requirements relating to 
the preparation of annual accounts give a 
true and fair view of the assets, liabilities, 
financial position and profits of the 
Company; and
•	 the Strategic Report includes a fair review 
of the development and performance of 
the business and position of the Company 
and the undertakings included within the 
consolidation taken as a whole, together 
with a description of the principal risks and 
uncertainties it faces.
We consider this Annual Report (including the 
annual accounts and financial statements), 
taken as a whole, is fair, balanced and 
understandable and provides the information 
necessary for shareholders to assess the 
Group’s position, performance, business model 
and strategy.
Approved on behalf of the Board.
Alejandro Russo
Chief Executive Officer
4 June 2024
Michael Schmidt
Chief Financial Officer
The Directors are responsible for preparing the Annual Report 
and the Group and Company annual accounts and financial 
statements in accordance with applicable law and regulations.
Statement of Directors’ responsibilities

102
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Independent Auditor’s Report
To the Shareholders of 
B&M European Value Retail S.A.
3, rue Gabriel Lippmann
L-5365 Luxembourg
Luxembourg
REPORT OF THE REVISEUR D’ENTREPRISES AGREE
Report on the audit of the consolidated financial statements
Opinion
We have audited the consolidated financial statements of B&M European Value Retail S.A. and its subsidiaries (the “Group”), which comprise the 
consolidated statement of financial position as at 30 March 2024, and the consolidated statement of comprehensive income, consolidated statement 
of changes in equity and consolidated statement of cash flows for the 53 weeks period then ended, and notes to the consolidated financial 
statements, including material accounting policy information and other explanatory information.
In our opinion, the accompanying consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at 
30 March 2024, and its consolidated financial performance and its consolidated cash flows for the 53 weeks period then ended in accordance with 
IFRS Accounting Standards as adopted by the European Union.
Basis for opinion
We conducted our audit in accordance with the Law of 23 July 2016 on the audit profession (the “Law of 23 July 2016”) and with International Standards 
on Auditing (“ISAs”) as adopted for Luxembourg by the Commission de Surveillance du Secteur Financier (“CSSF”). Our responsibilities under the Law 
of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the « Responsibilities of “réviseur d’entreprises agréé” for 
the audit of the consolidated financial statements » section of our report. We are also independent of the Group in accordance with the International 
Code of Ethics for Professional Accountants, including International Independence Standards, issued by the International Ethics Standards Board 
for Accountants (“IESBA Code”) as adopted for Luxembourg by the CSSF together with the ethical requirements that are relevant to our audit of the 
consolidated financial statements, and have fulfilled our other ethical responsibilities under those ethical requirements. We believe that the audit 
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements 
of the current period. These matters were addressed in the context of the audit of the consolidated financial statements as a whole, and in forming 
our opinion thereon, and we do not provide a separate opinion on these matters.
Accounting for foreign currency hedges
Why the matter was considered to be one of the most significant in our 
audit of the financial statements of the current period
How the matter was addressed in our audit
The Group’s hedging reserve amounts to £3 million and reported a net 
change of fair value of £14 million per the Consolidated statement of 
changes in shareholders’ equity.
Per the Financial Instruments policy in note 1, the Group adopts hedge 
accounting for a high proportion of its foreign currency inventory 
purchases. The recognition of foreign exchange gains on foreign currency 
forward contracts, through either other comprehensive income or the 
income statement is determined by effectiveness testing.
In order to apply hedge accounting, it is necessary to demonstrate 
hedge effectiveness which requires, amongst other things, matching 
the hedging instrument to the hedged item and ensuring that the 
appropriate exchange rate is applied to each hedged item included in 
the inventory balance.
Given that the gross value of the hedges is significant, and that hedge 
accounting is an inherently complex area of accounting, particularly in 
times of volatile exchange rates, we have identified accounting for foreign 
currency hedges as a key audit matter.
Our procedures over hedge accounting included, but were not limited to:
•	 Obtaining a detailed understanding and evaluating the design and 
implementation of key controls that the Group has surrounding 
hedge accounting by inquiries with the relevant process owners and 
performing a walkthrough of the process which includes observing 
the control and inspecting supporting evidence for the various controls.
•	 Reviewing the Group’s hedging strategy.
•	 Involving our treasury specialists to assist us in our assessment as to 
whether hedge accounting can be applied.
•	 Inspecting management’s hedge effectiveness testing.
•	 For a sample of foreign currency hedges:
	
−
Assessing the related hedge accounting documentation is 
appropriately prepared in accordance with IFRS 9.
	
−
Vouching the details of the forward contract to third party confirmation.
	
−
For forward contracts that have matured: recalculating the gain or 
loss realized on the forward contract.
	
−
For forward contracts that have not yet matured: comparing the 
year end derivative valuations to third party confirmations.
Reviewing management’s calculations to adjust the valuation of inventories 
based on hedged effectiveness to assess whether the valuation has been 
appropriately adjusted.

103
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
Other information
The Board of Directors is responsible for the other information. The other information comprises the information stated in the consolidated management report 
but does not include the consolidated financial statements and our report of the “réviseur d’entreprises agréé” thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether 
the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be 
materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to 
report this fact. We have nothing to report in this regard.
Responsibilities of the Board of Directors and Those Charged with Governance for the consolidated financial statements
The Board of Directors is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS 
Accounting Standards as adopted by the European Union, and for such internal control as the Board of Directors determines is necessary to enable the 
preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Board of Directors is responsible for assessing the Group’s ability to continue as a going concern, 
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends 
to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group’s financial reporting process.
Responsibilities of the réviseur d’entreprises agréé for the audit of the consolidated financial statements
The objectives of our audit are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from 
material misstatement, whether due to fraud or error, and to issue a report of the “réviseur d’entreprises agréé” that includes our opinion. Reasonable 
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Law of 23 July 2016 and with ISAs as 
adopted for Luxembourg by the CSSF will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are 
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the 
basis of these consolidated financial statements.
As part of an audit in accordance with the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional 
judgment and maintain professional skepticism throughout the audit. We also:
•	 Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform 
audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk 
of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, 
intentional omissions, misrepresentations, or the override of internal control.
•	 Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but 
not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
•	 Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the 
Board of Directors.
•	 Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of accounting and, based on the audit evidence 
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a 
going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report of the “réviseur d’entreprises agréé” 
to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are 
based on the audit evidence obtained up to the date of our report of the “réviseur d’entreprises agréé”. However, future events or conditions may 
cause the Group to cease to continue as a going concern.
•	 Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the 
consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
•	 Obtain sufficient appropriate audit evidence regarding the financial information of the entities and business activities within the Group to express 
an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We 
remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant 
audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, 
and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where 
applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 
the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our report unless 
law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be 
communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of 
such communication.

104
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Report on other legal and regulatory requirements 
The consolidated management report on pages 96 to 100 is consistent with the consolidated financial statements and has been prepared in 
accordance with applicable legal requirements. 
Luxembourg, 4 June 2024	
	
KPMG Audit S.à r.l.
	
	
	
	
Cabinet de révision agréé
	
	
	
	
	
	
	
	
Fabien Hedouin
	
	
	
	
Partner
Independent Auditor’s Report continued

105
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
Period ended
Note
53 weeks ended 
30 March 2024
£’m
52 weeks ended 
25 March 2023
£’m
Revenue
2
5,484
4,983
Cost of sales
(3,449)
(3,182)
Gross profit
2,035
1,801
Administrative expenses
(1,427)
(1,265)
Operating profit
5
608
536
Share of losses in associates
12
(1)
(1)
Profit on ordinary activities before net finance costs and tax 
607
535
Finance costs on lease liabilities
6
(69)
(61)
Other finance costs 
6
(50)
(40)
Finance income
6
10
2
Profit on ordinary activities before tax
498
436
Income tax expense
10
(131)
(88)
Profit for the period
2
367
348
Other comprehensive income for the period
Items which may be reclassified to profit and loss:
Exchange differences on retranslation of subsidiary and associate investments
(3)
5
Fair value movement as recorded in the hedging reserve
(22)
28
Tax effect of other comprehensive income
10
1
5
Total other comprehensive income
(24)
38
Total comprehensive income for the period 
343
386
Earnings per share
Basic earnings per share attributable to ordinary equity holders (pence)
11
36.6
34.8
Diluted earnings per share attributable to ordinary equity holders (pence)
11
36.5
34.7
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

106
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
As at
Note
30 March
2024 
£’m
Restated* 
25 March
2023 
£’m
Non-current assets
Goodwill
13
921
921
Intangible assets
13
121
120
Property, plant and equipment
14
421
380
Right-of-use assets
15
1,101
1,056
Investments in associates
12
5
8
Other receivables
17
5
6
Other financial assets
20
1
–
Deferred tax asset
10
4
4
2,579
2,495
Current assets
Cash at bank and in hand 
18
182
237
Inventories 
16
776
764
Trade and other receivables 
17
76
52
Income tax receivable
8
12
Other financial assets
20
4
1
1,046
1,066
Total assets
3,625
3,561
Equity
Share capital
23
(100)
(100)
Share premium
(2,481)
(2,478)
Retained earnings
(125)
(104)
Hedging reserve
10
3
Legal reserve
(10)
(10)
Merger reserve
1,979
1,979
Foreign exchange reserve
(7)
(10)
(734)
(720)
Non-current liabilities
Interest-bearing loans and borrowings
21
(881)
(873)
Lease liabilities
15
(1,187)
(1,124)
Deferred tax liabilities
10
(25)
(17)
Other financial liabilities
20
(0)
–
Provisions
22
(4)
(3)
(2,097)
(2,017)
Current liabilities
Interest bearing loans and borrowings
21
(29)
(81)
Trade and other payables
19
(572)
(541)
Lease liabilities
15
(170)
(177)
Other financial liabilities 
20
(10)
(13)
Income tax payable 
(7)
(6)
Provisions
22
(6)
(6)
(794)
(824)
Total liabilities
(2,891)
(2,841)
Total equity and liabilities
(3,625)
(3,561)
* The statement of financial position has been restated in 2023 to reflect a change in the presentation of deferred tax, see note 1 for further details.
The accompanying accounting policies and notes form an integral part of these consolidated financial statements. This Consolidated statement of 
financial position was approved by the Board of Directors and authorised for issue on 4 June 2024 and signed on their behalf by:
Alejandro Russo
Chief Executive Officer
Consolidated Statement of Financial Position

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Corporate Governance
Financial Statements
Share  
capital
£’m
Share
premium
£’m
Retained
earnings
£’m
Hedging
reserve
£’m
Legal
reserve
£’m
Merger
reserve
£’m
Foreign
exchange
reserve
£’m
Total
equity
£’m
Balance at 26 March 2022
100
2,476
121
13
10
(1,979)
5
746
Allocation to legal reserve
–
–
(0)
–
0
–
–
–
Ordinary dividends declared
–
–
(165)
–
–
–
–
(165)
Special dividends declared
–
–
(201)
–
–
–
–
(201)
Effect of share options
0
2
1
–
–
–
–
3
Total transactions with owners
0
2
(365)
–
–
–
–
(363)
Profit for the period
–
–
348
–
–
–
–
348
Other comprehensive income
–
–
–
33
–
–
5
38
Total comprehensive income for the period 
–
–
348
33
–
–
5
386
Hedging gains & losses reclassified as inventory
–
–
–
(49)
–
–
–
(49)
Balance at 25 March 2023
100
2,478
104
(3)
10
(1,979)
10
720
Ordinary dividends declared
–
–
(147)
–
–
–
–
(147)
Special dividends declared
–
–
(201)
–
–
–
–
(201)
Effect of share options
0
3
1
–
–
–
–
4
Total transactions with owners
0
3
(347)
–
–
–
–
(344)
Profit for the period
–
–
367
–
–
–
–
367
Other comprehensive income
–
–
1
(22)
–
–
(3)
(24)
Total comprehensive income for the period
–
–
368
(22)
–
–
(3)
343
Hedging gains & losses reclassified  
as inventory
–
–
–
15
–
–
–
15
Hedging gains and losses reclassified as 
finance costs
–
–
–
0
–
–
–
0
Balance at 30 March 2024
100
2,481
125
(10)
10
(1,979)
7
734
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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Annual Report and Accounts 2024
Period ended
Note
53 weeks ended 
30 March
2024
£’m
52 weeks ended 
25 March
2023
£’m
Cash flows from operating activities
Cash generated from operations
24
862
866
Income tax paid
(116)
(84)
Net cash flows from operating activities
746
782
Cash flows from investing activities
Purchase of property, plant and equipment
14
(123)
(93)
Purchase of intangible assets
13
(3)
(5)
Proceeds from sale of property, plant and equipment
2
9
Finance income received
6
5
2
Dividend income from associates
12
1
–
Net cash flows from investing activities
(118)
(87)
Cash flows from financing activities
Receipt of Group revolving credit facilities
21
25
–
Repayment of old bank loan facilities
21
(300)
–
Receipt of new bank loan facilities
21
225
–
Repayment of corporate bonds
21
(239)
–
Receipt due to newly issued corporate bonds
21
250
–
Repayment of Heron facilities
21
–
(3)
Net receipt of French facilities
21
3
–
Repayment of the principal in relation to lease liabilities
15
(171)
(168)
Payment of interest in relation to right-of-use assets
15
(69)
(61)
Fees on refinancing
21
(15)
–
Other finance costs paid
6
(41)
(36)
Dividends paid to owners of the parent
30
(348)
(366)
Net cash flows from financing activities
(680)
(634)
Effects of exchange rate changes on cash and cash equivalents
(3)
3
Net (decrease)/increase in cash and cash equivalents
(55)
64
Cash and cash equivalents at the beginning of the period
237
173
Cash and cash equivalents at the end of the period
182
237
Cash and cash equivalents comprise:
Cash at bank and in hand
18
182
237
182
237
The accompanying accounting policies and notes form an integral part of these consolidated financial statements.
Consolidated Statement of Cash Flows

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Corporate Governance
Financial Statements
1  General information and basis of preparation
The consolidated financial statements have been prepared in accordance with EU IFRS.
The Group’s trade is general retail, with continuing trading taking place in the UK and France. The Group has been listed on the London Stock 
Exchange since June 2014.
The consolidated financial statements have been prepared under the historical cost convention as modified by the revaluation of financial assets and 
financial liabilities at fair value through profit or loss. The measurement basis and principal accounting policies of the Group are set out below and 
have been applied consistently throughout the consolidated financial statements.
The consolidated financial statements are presented in pounds sterling and all values are rounded to the nearest million (£’m), except when 
otherwise indicated. 
The consolidated financial statements cover the 53-week period from 26 March 2023 to 30 March 2024 which is a different period to the parent 
company standalone accounts (from 1 April 2023 to 31 March 2024). This exception is permitted under article 1712-12 of the Luxembourg company law 
of 10 August 1915, as amended, because the Directors believe that;
•	 the consolidated financial statements are more informative when they cover the same period as used by the main operating entity, B&M Retail 
Ltd; and 
•	 it would be unduly onerous to rephase the year end in that subsidiary to match that of the parent company.
The year end for B&M Retail Ltd, in any year, will not be more than six days prior to the parent company year end. The next accounting period for the 
Group will be a 52-week period, from 31 March 2024 to 29 March 2025.
B&M European Value Retail S.A. (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 Group are set out below.
Restatement of the Consolidated statement of financial position
Following the amendments made to IAS 12 ‘Income Taxes’ by the IASB in the paper ‘Deferred Tax related to Assets and Liabilities arising from a Single 
Transaction – Amendments to IAS 12’, the Group has restated it’s deferred tax balances which arise from the differences between our statutory 
reporting and local tax treatment of leases.
Under the amendments the Group is required to separately record deferred tax assets and deferred tax liabilities on each component of the overall 
balance sheet difference, where previously the Group had reported a net position. So, for any one lease there will be a separate deferred tax asset 
relating to the difference arising from the lease liability, and a separate deferred tax liability relating to the difference arising from the right-of-use asset.
This has resulted in a change in the presentation of the balances that comprise our deferred tax asset and liability in note 10, Tax, where we break 
out the prior year balance previously described as Temporary differences relating to the tax accounting for leases at an asset value of £24m, into two 
separate balances as follows;
As restated
£’m
Temporary differences relating to the tax accounting for leases (asset)
93
Temporary differences relating to the tax accounting for leases (liability)
(69)
In carrying out this review it was also noted that under IAS 12 the Group should net deferred tax assets and liabilities where we have a legally 
enforceable right to do so and where they relate to income taxes levied by the same tax authority. This has resulted in a restatement to our 
Consolidated statement of financial position as follows;
As previously 
reported
£’m
As restated
£’m
Deferred tax asset
30
4
Deferred tax liability 
(43)
(17)
As the restatement is a net-off of the deferred tax asset and deferred tax liability position, the net position remains unchanged. As such, there is no 
impact on the Consolidated statement of comprehensive income, Consolidated statement of changes in shareholders’ equity or the Consolidated 
statement of cash flows.
Notes to the Consolidated Financial Statements

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1  General information and basis of preparation continued
Basis of consolidation
The Group financial statements consolidate the financial statements of the Company and its subsidiary undertakings, together with the Group’s share of the net 
assets and results of associated undertakings, for the period from 26 March 2023 to 30 March 2024. Acquisitions of subsidiaries are dealt with by the acquisition 
method of accounting. The results of companies acquired are included in the Consolidated statement of comprehensive income from the acquisition date.
Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect 
those returns through its power over the investee.
Specifically, the Group controls an investee if and only if the Group has:
•	 power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee);
•	 exposure, or rights, to variable returns from its involvement with the investee; and
•	 the ability to use its power over the investee to affect its returns.
When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in 
assessing whether it has power over an investee, including:
•	 the contractual arrangements with the other vote holders of the investee;
•	 rights arising from other contractual arrangements; and
•	 the Group’s voting rights and potential voting rights.
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the 
three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group 
loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the 
statement of comprehensive income from the date the Group gains control until the date the Group ceases to control the subsidiary, excluding the 
situations as outlined in the basis of preparation.
Going concern
As a value retailer, the Group is well placed to withstand volatility within the economic environment. The Group’s forecasts and projections, taking into 
account reasonably possible changes in trading performance, show that the Group will trade within its current banking facilities. 
In adopting the going concern basis for preparing the financial statements, the Directors have considered the business activities including the 
Group’s principal risks and uncertainties. The Board also considered the Group’s current cash position, the repayment profile of its obligations, its 
financial covenants and the resilience of its 12-month cash flow forecasts to a series of severe but plausible downside scenarios. Having considered 
these factors the Board is satisfied the Group has adequate resources to continue its successful growth (see also the going concern and viability 
statements in the ‘Principal risks and uncertainties’ section of this annual report).
There have been no significant post balance sheet changes to liquidity.
Consequently, the Directors are confident that the Group and Company will have sufficient funds to continue to meet its liabilities as they fall due for at 
least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.
Revenue
Under IFRS 15 Revenue is recognised when all the following criteria are met;
•	 the parties to the contract have approved the contract;
•	 the Group can identify each parties rights regarding the goods to be transferred;
•	 the Group can identify the payment terms;
•	 the contract has commercial substance; and
•	 it is probable that the Group will collect the consideration we are entitled to in respect to the goods to be transferred.
In the vast majority of cases the Group’s sales are made through stores and the control of goods is immediately transferred at the same time as the 
consideration is received via our tills. Therefore, revenue is recognised at this point.
The Group sells a small quantity of gift vouchers for use in the future and, as such, a small amount of deferred revenue is recognised. At the period 
end, the value held on the balance sheet was <£1m (2023: <£1m).
The Group operates a small wholesale function which recognises revenue when goods are delivered and an invoice is raised. The revenue is 
considered collectable as the Group’s wholesale customers are usually related parties to the Group (such as our associates) or are subject to credit 
checks before trade takes place. See note 2 for the split of wholesale sales to store sales.
Revenue is the total amount receivable by the Group for goods supplied, in the ordinary course of business, excluding VAT and trade discounts, and 
after deducting returns and relevant vouchers and offers. 
Administrative expenses
Administrative expenses include all running costs of the business, except those relating to inventory (which are expensed through cost of sales), tax, 
interest and other comprehensive income. Transport and warehouse costs are included in this caption.
Elements which are unusual and significant, such as material restructuring costs, may be separated as a line item.
Notes to the Consolidated Financial Statements continued

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Financial Statements
Goodwill
Goodwill is initially measured at cost, being the excess of the fair value of consideration transferred over the fair value of the net identifiable assets 
acquired and liabilities assumed at the date of acquisition. 
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill 
acquired in a business combination is, from the acquisition date, allocated to the relevant cash-generating units (CGUs) that are expected to benefit 
from the combination. 
The CGUs are individual stores and the groups of CGUs are the store portfolios in each operational segment.
Goodwill is tested for impairment at least once per year and specifically at any time where there is any indication that it may be impaired. Internally 
generated goodwill is not recognised as an asset.
Segment reporting
Operating segments are reported in a manner consistent with internal reporting provided to the chief operating decision maker. The chief operating 
decision maker has been identified as the Executive Directors of the Group. The Executive Directors are responsible for assessing the performance of 
the business for the purpose of making decisions about resources to be allocated.
Alternative performance measures
The Group reports a selection of alternative performance measures (APMs) as detailed below and in note 3, as the Directors believe that these 
measures provide additional information that is useful to the users of our accounts.
The APMs we report in these accounts are:
•	 Earnings before interest, tax, depreciation and amortisation (EBITDA)
•	 Adjusted EBITDA
•	 Adjusted operating profit
•	 Adjusted profit
•	 Adjusted earnings per share (EPS)
•	 Post-tax free cash flow
To aide comparability with the figures presented in previous periods, pre-IFRS 16 versions of these APMs have also been calculated, where 
appropriate.
Interest, tax, depreciation and amortisation are as defined statutorily whilst the items we adjust for are those we consider not to be reflective of the 
underlying performance of the business as detailed in note 3. These adjustments include the fair value and foreign exchange impact of derivatives 
yet to mature, that have not been designated as part of a hedge accounting relationship, foreign exchange on intercompany balances, which do not 
relate to underlying trading, and costs incurred in relation to significant projects, which are non-recurring and do not relate to underlying trading.
Underlying performance has been determined so as to align with how the Group financial performance is monitored on an ongoing basis by 
management. In particular, this reflects certain adjustments being made to consider an adjusted operating profit measure of performance.
Adjusted finance costs reflect the ongoing charges associated with our debt structure and exclude one-off effects of refinancing.
The Directors believe that our adjusted APMs provide users of the account with measures of performance which are appropriate to the retail industry 
and presented by peers and competitors. 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 an additional metric to compare periods of account.
The APMs used 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.
Brands
Brands acquired by the business are amortised if the corresponding agreement is specifically time limited, or if the fair valuation exercise (carried out 
for brands acquired via business combinations) identifies a fair lifespan for the brand. This amortisation is charged to administrative expenses.
Otherwise, brands are considered to have an indefinite life on the basis that they form part of the CGUs within the Group which will continue in 
operation indefinitely, with no foreseeable limit to the period over which they are expected to generate net cash inflows.
Where brands are considered to have an indefinite life they are reviewed at least annually for impairment or whenever events or changes in 
circumstances indicate that their carrying amount may not be recoverable. 
Where the carrying value of an asset exceeds its recoverable amount (i.e. the higher of value in use and fair value less costs to sell), the asset is 
impaired accordingly with the impairment charged to administration expenses.

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1  General information and basis of preparation continued
Intangible assets
Intangible assets acquired separately, including computer software, are measured on initial recognition at cost comprising the purchase price and 
any directly attributable costs of preparing the asset for use. 
Following initial recognition, assets are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation begins 
when an asset is available for use and is calculated on a straight-line basis to allocate the cost of the asset over its estimated useful life as follows: 
Computer software acquired – 3 or 4 years 
Amortisation method, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
Property, plant and equipment
Property, plant and equipment is carried at cost less accumulated depreciation and accumulated impairment losses. 
Cost comprises purchase price and directly attributable costs. Unless significant or incurred as part of a refit programme, subsequent expenditure 
will usually be treated as repairs or maintenance and expensed to the statement of comprehensive income.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future 
economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the 
replaced part is derecognised.
Depreciation
Freehold land is not depreciated. For all other property, plant and equipment, depreciation is calculated on a straight-line basis to allocate cost, less 
residual value of the assets, over their estimated useful lives as follows:
Leasehold buildings	 	
–  Life of lease (max 50 years)
Freehold buildings	
	
–  2% – 4% straight line 
Plant, fixtures and equipment	 –  10% – 33% straight line
Motor vehicles	
	
–  12.5% – 33% straight line
Residual values and useful lives are reviewed annually and adjusted prospectively, if appropriate. 
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. 
Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of 
the asset) is included in the statement of comprehensive income when the asset is derecognised. 
Leases
The Group applies the leasing standard, IFRS 16, to all contracts identified as leases at their inception, unless they are considered a short-term lease 
(with a term less than a year) or where the asset is of a low underlying value (<£5k). Assets which may fall into these categorisations include printers, 
vending machines and security cameras, and the lease expense is within administrative expenses.
The Group has lease contracts in relation to property, equipment, fixtures & fittings and vehicles. A contract is classified as a lease if it conveys the 
right to control the use of an identified asset for a period of time in exchange for consideration. 
When a lease contract is recognised, the business assesses the term for which we are reasonably certain to hold that lease, and the minimum lease 
payments over that term are discounted to give the initial lease liability. The initial right-of-use asset is then recognised at the same value, adjusted for 
incentives or payments made on the day that the lease was acquired. Any variable lease costs are expensed to administrative costs when incurred.
The date that the lease is brought into the accounts is the date from which the lease has been effectively agreed by both parties as evidenced by the 
Group’s ability to use that property.
The right-of-use asset is subsequently depreciated on a straight-line basis over the term of that lease, or useful life (whichever is shorter) with the 
charge being made to administrative costs. The lease liability attracts interest which is charged to finance costs, and is measured at amortised cost 
using the effective interest method.
Right-of-use assets may be impaired if, for instance, a lease becomes onerous. Impairment costs are charged to administrative costs.
Lease modifications are recorded where there is a change in the expected cashflows associated with a lease, such as through a rent review. When 
a lease modification occurs the lease liability is recalculated and an equivalent adjustment is made to the right-of-use asset, unless that asset would 
be reduced below zero, in which case the excess is expensed in administrative costs. The recalculation is carried out with an unchanged discount 
unless the change has affected management’s assessment of the term of the lease.
If there is a significant event, such as the lease reaching its expiry date, the likely exercise of a previously unrecognised break clause, or the signing 
of an extension lease, the lease term is re-assessed by management as to how long we can reasonably stay in that property, and a new lease 
agreement or modification (if the change is made before the expiry date) is recognised for the re-assessed term, with a recalculated discount rate.
Notes to the Consolidated Financial Statements continued

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Financial Statements
Lease modifications are also recorded where there is a change in the expected cashflows associated with the lease, such as through a rent review. 
Unless the change affects the term, the discount rate is not recalculated. A lease modification results in a recalculation of the lease liability with a 
corresponding adjustment made to the right-of-use asset.
The discount rate used is individual to each lease. Where a lease contract includes an implicit interest rate, that rate is used. In the majority of leases 
this is not the case and the discount rate is taken to be the incremental borrowing rate as related to that specific asset. This is a calculation based 
upon the external market rate of borrowing for the Group, as well as several factors specific to the asset to be discounted. 
The Group separates lease payments between lease and non-lease components (such as service charges on property) at the point at which the 
lease is recognised. Non-lease components are charged through administrative expenses.
Sale and leaseback transactions
The Group recognises a sale and leaseback transaction when the Group sells an asset that has been previously recognised in property, plant and 
equipment, and subsequently leases it back as part of the same or a linked transaction. 
Management use the provisions of IFRS 15 to assess if a sale has taken place, and the provisions of IFRS 16 to recognise the resulting lease, with 
the liability and discount rate calculated in line with our lease policy and the asset subject to an adjustment based upon the net book value of the 
disposed asset, the opening lease liability, the consideration received and the fair value of the asset on the date it was sold.
Resulting gains or losses are recognised in administrative expenses.
Onerous leases
A lease is considered onerous when the economic benefits of occupying the leased properties are less than the obligations payable under the lease.
When a lease is classified as onerous, the right-of-use asset associated with the lease is impaired to £nil value and non-rental costs that are likely to 
accrue before the end of the contract are provided against.
Investments in associates 
Associates are those entities over which the Group has significant influence, but which are neither subsidiaries nor interests in joint ventures. 
Investments in associates are recognised initially at cost and subsequently accounted for using the equity method. However, any goodwill or fair 
value adjustment attributable to the Group’s share of associates is included in the amount recognised as investment in associates. 
All subsequent changes to the share of interest in the equity of the associate are recognised in the Group’s carrying amount of the investment, 
including a reduction in the carrying amount equal to any dividend received. Changes resulting from the profit or loss generated by the associate 
are reported in “share of profits/(losses) of associates” in the Consolidated statement of comprehensive income and therefore affect net results of the 
Group. These changes include subsequent depreciation, amortisation and impairment of the fair value adjustments of assets and liabilities.
Items that have been recognised directly in the associate’s other comprehensive income are recognised in the consolidated other comprehensive 
income of the Group. However, when the Group’s share of losses in an associate equals or exceeds its interest in the associate, the Group does 
not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate. If the associate subsequently reports 
profits, the investor resumes recognising its share of those profits only after its share of the profits equals the share of losses not recognised.
Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. 
Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Amounts reported in the 
consolidated financial statements of associates have been adjusted where necessary to ensure consistency with the accounting policies adopted by 
the Group.
Impairment of non-financial assets
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual 
impairment testing for an asset is required (for goodwill or indefinite life assets), the Group estimates the asset’s recoverable amount. 
The Group bases its impairment calculation on detailed budgets and forecasts which are prepared separately for each of the Group’s cash-generating 
units (CGUs) to which the individual assets are allocated. These budgets and forecast calculations are prepared in December and usually cover  
a period of five years. For longer periods, a long-term growth rate is calculated and applied to the projected future cash flows after the fifth year.  
The Group’s three-year plan is usually approved in March. If due to the passage of time there are significant differences in the key assumptions 
between the forecast and plan, or if management consider that the forecast has a more sensitive level of headroom, then the impairment test will  
be additionally sensitised to the plan assumptions.
Indications of impairment might include (for goodwill and the brand assets, for instance) a significant decrease in the like-for-like sales of established 
stores, sustained negative publicity or a drop off in visits to our website and social media accounts.
An asset’s recoverable amount is the higher of an assets or CGUs fair value less costs to sell and its value in use. It is determined for an individual 
asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the 
carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. 

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1  General information and basis of preparation continued
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current 
market assessments of the time value of money and the risks specific to the asset or CGU.
Impairment losses of continuing operations are recognised in the statement of comprehensive income in those expense categories consistent with 
the function of the impaired asset.
For assets excluding goodwill and acquired brands with indefinite lives, an assessment is made at each reporting date as to whether there is any 
indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the Group estimates 
the assets or CGUs recoverable amount. 
A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable 
amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its 
recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been 
recognised for the asset in prior years. Such reversal is recognised in the statement of comprehensive income, except for impairment of goodwill 
which is not reversed. 
Inventories
Inventories are stated at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items, using the 
weighted average method.
Stock purchased in foreign currency is booked in at the hedge rate applicable to that stock (if effectively hedged) or the underlying foreign currency 
rate on the date that the item is brought into stock.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs to sell. Transport, warehouse and 
distribution costs are not included in inventory.
The Group receives supplier rebates which are included in the cost of inventory balance (and which therefore ultimately flow through to cost of sales). 
These rebates are recognised on an accruals basis according to actual sales levels achieved at the end of each period. 
Share options
The Group operates several equity-settled share option schemes. 
The schemes have been accounted for under the provisions of IFRS 2 and, accordingly, have been fair valued on their inception date using appropriate 
methodology (the Black Scholes and Monte Carlo models).
A cost is recorded through the statement of comprehensive income in respect of the number of options outstanding and the fair value of those 
options. A corresponding credit is made to the retained earnings reserve and the effect of this can be seen in the statement of changes in equity. See 
note 9 for more details.
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 Group operates and generates taxable income. Tax is recognised in the statement of comprehensive income, except to 
the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other 
comprehensive income or directly in equity.
Deferred tax
Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying 
amounts for financial reporting purposes at the reporting date. Deferred tax liabilities are recognised for all taxable temporary differences, except:
•	 when the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business 
combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.
•	 in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, when the 
timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the 
foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent 
that it is highly probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax 
credits and unused tax losses can be utilised, except:
•	 when the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a 
transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.
•	 in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax 
assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit 
will be available against which the temporary differences can be utilised.
Notes to the Consolidated Financial Statements continued

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Strategic Report
Corporate Governance
Financial Statements
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable 
profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date 
and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is 
settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
Financial instruments
The Group uses derivative financial instruments such as forward currency contracts to reduce its foreign currency risk, commodity price risk and 
interest rate risk. Derivative financial instruments are recognised at fair value. The fair value is derived using an internal model and supported by 
valuations by third party financial institutions.
Where a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognised asset or liability, or a highly probable forecast 
transaction, the effective part of any gain or loss on the derivative financial instrument is recognised directly in other comprehensive income and accumulated 
in the hedging reserve. Any ineffective portion of the hedge is recognised immediately in the statement of comprehensive income. Effectiveness of the 
derivatives subject to hedge accounting is assessed prospectively at inception of the derivative, and at each reporting period end date prior to maturity.
Where a hedge of a forecast transaction subsequently results in the recognition of a non-financial asset, such as an item of inventory, the associated gains 
and losses are recognised in the initial cost of that asset. 
When a hedging instrument expires or is sold, terminated or exercised, or the entity revokes designation of the hedge relationship but the hedged forecast 
transaction is still expected to occur, the cumulative gain or loss at that point remains in equity and is recognised in accordance with the above policy 
when the transaction occurs. If the hedged transaction is no longer expected to take place, the cumulative unrealised gain or loss recognised in equity is 
reclassified in the statement of other comprehensive income immediately.
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 using the effective interest rate 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 ECLs. 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 Group expects 
to receive). 
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating expected credit 
losses, the Group 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 Group’s historical experience and informed credit assessment and including 
forward-looking information. The Group performs the calculation of expected credit losses separately for each customer group. The balances 
involved are immaterial for further disclosure.
Financial assets at fair value through other comprehensive income
Financial assets at fair value through other comprehensive income comprise derivative financial instruments entered into by the Group that are 
designated as hedging instruments in hedge relationships as defined by IFRS 9. Financial assets at fair value through other comprehensive income 
are carried in the statement of financial position at fair value with changes in fair value recognised in other comprehensive income.
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 Group 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 Group assesses at each reporting date, on a forward-looking basis the ECLs associated with our financial assets carried at amortised cost.

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1  General information and basis of preparation continued
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 derivatives 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 Group. 
Gains or losses on liabilities held-for-trading are recognised in profit and loss.
Other financial liabilities
After initial recognition, interest-bearing loans and borrowings, trade and other payables and other liabilities are subsequently measured at 
amortised cost using the effective interest rate method. Gains and losses are recognised in the statement of comprehensive income 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 finance costs.
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 that are traded in active markets at each reporting date is determined by reference to mark-to-market 
valuations obtained from the relevant bank (bid price for long positions and ask price for short positions), without any deduction for transaction costs.
Refinancing
Where bank borrowings are refinanced, the Group assesses whether the transaction results in new facilities or a modification of the previous facilities. 
Where the transaction results in a modification of the facilities, the Group assesses whether that modification is substantial by reference both to 
whether the present value of the cash flows of the new facilities is more than 10% different to the present value of the cash flows of the previous 
facilities and by reference to any qualitative differences between the old and new agreements. 
Where a modification is substantial, the Group derecognises the original liability and recognises a new liability for the modified facilities with any 
transaction costs expensed to the income statement. Where the modification is non-substantial, the Group amends the carrying amount of the 
liability to reflect the updated cash flows and amends the EIR from the modification date. 
Cash and cash equivalents
Cash and cash equivalents comprise of cash at bank and in hand, less bank overdrafts to the extent the Group have the right to offset and settle 
these balances net. 
The Group’s cash and cash equivalents balance includes £54m (2023: £31m) of credit card receivables due to be received within three working days 
of the year-end date.
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;
•	 “Hedging reserve” representing the fair value of the derivatives held by the Group at the period end that are accounted for under hedge 
accounting and that represent effective hedges;
•	 “Legal reserve” representing the statutory reserve required by Luxembourg law as an apportionment of profit within each Luxembourg company 
(up to 10% of the standalone share capital);
•	 “Merger reserve” representing the reserve created during the reorganisation of the Group in 2014; and
•	 “Foreign exchange reserve” represents the cumulative differences arising in retranslation of the subsidiaries and associate’s results.
Notes to the Consolidated Financial Statements continued

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Strategic Report
Corporate Governance
Financial Statements
Foreign currency translation
These consolidated financial statements are presented in pounds sterling.
The following Group companies have a functional currency of pounds sterling:
•	 B&M European Value Retail S.A.
•	 B&M European Value Retail 1 S.à r.l. (Lux Holdco)
•	 B&M European Value Retail Holdco 1 Ltd (UK Holdco 1)
•	 B&M European Value Retail Holdco 2 Ltd (UK Holdco 2)
•	 B&M European Value Retail Holdco 3 Ltd (UK Holdco 3)
•	 B&M European Value Retail Holdco 4 Ltd (UK Holdco 4)
•	 EV Retail Ltd 
•	 B&M Retail Ltd
•	 Opus Homewares Ltd
•	 Heron Food Group Ltd
•	 Heron Foods Ltd
•	 Cooltrader Ltd
•	 Heron Properties (Hull) Ltd
•	 Centz N.I. Limited
The following Group companies have a functional currency of the Euro:
•	 B&M European Value Retail 2 S.à r.l. (SBR Europe)
•	 B&M France SAS
•	 B&M European Value Retail Germany GmbH (Germany Holdco)
The Group companies whose functional currency is the Euro have been consolidated into the Group via retranslation of their results in line with IAS 21 
‘Effects of Changes in Foreign Exchange Rates’. The assets and liabilities are translated into pounds sterling at the period end exchange rate. The 
revenues and expenses are translated into pounds sterling at the average monthly exchange rate during the period. Any resulting foreign exchange 
difference is cumulatively recorded in the foreign exchange reserve with the annual effect being charged/credited to other comprehensive income. 
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.
Pension costs
The Group operates a defined contribution scheme and contributions are charged to profit or loss in the period in which they are incurred.
Provisions 
Provisions are recognised when a present obligation (legal or constructive) exists as a result of a past event and where it is probable that an outflow 
of resources embodying economic benefits will be required to settle the obligation and the amount can be reliably estimated. Provisions are 
discounted where the time value of money is considered to be material.
The property provision also contains expected dilapidation costs, which covers expected dilapidation costs for any lease considered onerous, any 
related to stores recently closed, any stores which are planned or at risk of closure and those stores occupied but not under contract. At the period 
end, 109 stores were provided against (2023: 105).
We do not provide against stores which are under contract and not considered at risk of closure (comprising the majority of the estate) as 
management consider that such a provision would be minimal as a result of regular store maintenance and limited fixed fit out costs. 
We also provide against the terminal dilapidation expense on our major distribution centres, which is built up over the term of the leases held over 
those distribution centres. 

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1  General information and basis of preparation continued
Climate change considerations
In preparing the financial statements, the Group has considered the impact of climate change, particularly in the context of the TCFD disclosures and 
the Group’s ESG strategy included in the Annual Report.
The Group’s existing fixed asset replacement programme is phased over several years and therefore any changes in the requirements associated 
with climate change would not have a material impact in any given year. The costs expected to be incurred in connection with the Group’s 
commitments are included within the Group’s budget used to support the going concern and viability assessments and the impairment reviews of 
non-current assets.
Given the identified risks are expected to be present in the medium to long-term, the impact of climate change on the going concern and viability of 
the Group over the next three years is not expected to be material and is therefore not currently classified as a key source of estimation of uncertainty.
Critical judgements and key sources of estimation uncertainty 
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of 
causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Group 
based its assumptions and estimates on parameters available when the financial information was prepared. However, existing circumstances 
and assumptions about future developments may change due to market changes or circumstances arising beyond the control of the Group. Such 
changes are reflected in the assumptions when they occur.
Critical judgements
Investments in associates
Multi-lines International Company Ltd (Multi-lines), which is 50% owned by the Group, has been judged by management to be an associate rather 
than a subsidiary or a joint venture. 
Under IFRS 10 control is determined by:
•	 Power over the investee.
•	 Exposure, or rights, to variable returns from its involvement with the investee.
•	 The ability to use its power over the investee to affect the amount of the investor’s returns.
Although 50% owned, B&M Group does not have voting rights or substantive rights. Therefore, the level of power over the business is considered 
to be more in keeping with that of an associate than a joint-venture and, therefore, it has been treated as such within these consolidated 
financial statements.
Hedge accounting
The Group hedge accounts for stock purchases made in US Dollars. 
There is significant management judgement involved in forecasting the level of dollar purchases to be made within the period that the forward hedge 
has been bought for.
Management takes a cautious view that no more than 80% of the operational hedging in place can be subject to hedge accounting, due to forecast 
uncertainties, and assesses every forward hedge taken out, on inception, if that figure should be reduced further by considering general purchasing 
trends, and discussion of specific purchasing decisions.
Estimation uncertainty
There are no areas of estimation uncertainty where management consider that there is a significant risk of a material adjustment to the carrying 
amounts of assets and liabilities within the next financial year.
Notes to the Consolidated Financial Statements continued

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Strategic Report
Corporate Governance
Financial Statements
Standards and interpretations not yet applied by the Group
The following amendments to accounting standards and interpretations, issued by the International Accounting Standards Board (IASB), have 
not yet been applied by the Group in the period. None of these are expected to have a significant impact on the Group’s consolidated results or 
financial position:
IASB effective for annual periods beginning on or after 1 January 2024
Standard
Summary of changes
EU endorsement status
Amendments to IAS 1 Presentation 
of Financial Statements
The amendment requires an entity to have the right to defer settlement of the liability for 
at least 12 months after the reporting date in order to classify a liability as non-current. 
This right may be subject to a company complying with conditions (covenants) specified 
in a loan arrangement.
Endorsed on 
19 December 2023.
Effective from  
1 January 2024.
Amendments to IFRS 16 Lease 
Liability in a Sale and Leaseback
The amendment requires a seller-lessee to subsequently measure such leaseback 
liabilities in a way that does not recognise any amount of gain or loss that relates to 
the right-of-use it retains. The new requirements do not prevent a seller-lessee from 
recognising in profit or loss any gain or loss relating to the partial or full termination of a 
lease. The amendments do not depend on an index or rate.
Endorsed on 
20 November 2023.
Effective from  
1 January 2024.
IASB effective for annual periods beginning on or after 1 January 2025
Standard
Summary of changes
EU endorsement status
Amendments to IAS 21 The Effects 
of Changes in Foreign Exchange 
Rates
The amendments clarify how an entity should assess whether a currency 
is exchangeable and how it should determine a spot exchange rate when 
exchangeability is lacking. It also requires the disclosure of information that enables 
users of financial statements to understand the impact of a currency not being 
exchangeable.
Not yet endorsed.
Amendments to IAS 7 and IFRS 7 
Supplier Finance Arrangements
The amendments introduce two new disclosure objectives for a company to provide 
information about its supplier finance arrangements that would enable users (investors) 
to assess the effects of these arrangements on the company’s liabilities and cash flows, 
and the company’s exposure to liquidity risk.
Not yet endorsed.
IASB effective for annual periods beginning on or after 1 January 2027
Standard
Summary of changes
EU endorsement status
IFRS 18 Presentation and Disclosure 
in Financial Statements
The standard requires the presentation of two new defined subtotals in the income 
statement – operating profit and profit before financing and income taxes and defined 
categories (operating, investing and financing). The disclosure of APMs that are not 
subtotalled in the financial statements must be specified.
Not yet endorsed.

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2  Segmental information 
IFRS 8 (“Operating Segments”) requires the Group’s segments to be identified on the basis of internal reports about the components of the Group that 
are regularly reviewed by the chief operating decision maker to assess performance and allocate resources across each reporting segment.
The chief operating decision maker has been identified as the Executive Directors who monitor the operating results of the retail segments for the 
purpose of making decisions about resource allocation and performance assessment. 
For management purposes, the Group is organised into three operating segments, UK B&M, UK Heron and France B&M segments comprising the 
three separately operated business units within the Group.
Items that fall into the corporate category, which is not a separate segment but is presented to reconcile the balances to those presented in the main 
statements, include those related to the Luxembourg or associate entities, Group financing, corporate transactions, any tax adjustments and items 
we consider to be adjusting (see note 3).
The average Euro rate for translation purposes was €1.1587/£ during the year, with the period end rate being €1.1694/£ (2023: €1.1581/£ and  
€1.1360/£ respectively).
53 week period to 30 March 2024
UK 
B&M
£’m
UK
Heron
£’m
France
B&M
£’m
Corporate 
£’m
Total
£’m
Revenue 
4,410
560
514
–
5,484
EBITDA (note 3)
743
50
89
(17)
865
Depreciation and amortisation
(195)
(23)
(40)
–
(258)
Profit/(loss) before interest and tax
548
27
49
(17)
607
Net finance expense
(48)
(1)
(14)
(46)
(109)
Income tax (charge)/credit
(127)
(6)
(9)
11
(131)
Segment profit/(loss)
373
20
26
(52)
367
Total assets
2,905
284
413
23
3,625
Total liabilities
(1,491)
(119)
(307)
(974)
(2,891)
Capital expenditure*
(97)
(15)
(14)
–
(126)
52 week period to 25 March 2023 (restated†)
UK 
B&M
£’m
UK
Heron
£’m
France
B&M
£’m
Corporate 
£’m
Total
£’m
Revenue 
4,067
485
431
–
4,983
EBITDA (note 3)
680
41
76
(20)
777
Depreciation and amortisation
(182)
(22)
(38)
–
(242)
Profit/(loss) before interest and tax 
498
19
38
(20)
535
Net finance expense
(45)
(3)
(11)
(40)
(99)
Income tax (charge)/credit
(87)
(3)
(6)
8
(88)
Segment profit/(loss)
366
13
21
(52)
348
Total assets
2,856
295
385
25
3,561
Total liabilities
(1,443)
(119)
(277)
(1,002)
(2,841)
Capital expenditure*
(77)
(11)
(10)
–
(98)
*	
Capital expenditure includes both tangible and intangible capital. 
†	
Restated due to a change in the presentation of deferred tax. See note 1 for more details.
Adjusted operating profit by segment is equal to the profit before interest and tax figures given above.
Notes to the Consolidated Financial Statements continued

121
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Strategic Report
Corporate Governance
Financial Statements
Revenue is disaggregated geographically as follows:
Period to
53 weeks ended 
30 March
2024
£’m
52 weeks ended 
25 March
2023
£’m
Revenue due from UK operations
4,970
4,552
Revenue due from French operations
514
431
Overall revenue
5,484
4,983
Non-current assets (excluding deferred tax and financial instruments) are disaggregated geographically as follows:
As at
30 March
2024
£’m
25 March
2023
£’m
UK operations
2,315
2,240
French operations
254
243
Luxembourg operations
5
8
Overall
2,574
2,491
The Group operates a small wholesale operation, with the relevant disaggregation of revenue as follows:
Period to
53 weeks ended 
30 March
2024
£’m
52 weeks ended 
25 March
2023
£’m
Revenue due to sales made in stores
5,454
4,940
Revenue due to wholesale activities
30
37
Revenue due to online activities
–
6
Overall revenue
5,484
4,983
3  Reconciliation of non-IFRS measures from the statement of comprehensive income
The Group reports a selection of alternative performance measures as detailed below. The Directors believe that these measures provide additional 
information that is useful to the users of the accounts.
EBITDA, adjusted EBITDA, adjusted operating profit and adjusted profit are all non-IFRS measures and therefore a reconciliation from the statement of 
comprehensive income is set out below.
Period to
53 weeks ended 
30 March
2024
£’m
52 weeks ended 
25 March
2023
£’m
Profit on ordinary activities before interest and tax
607
535
Add back depreciation and amortisation
258
242
EBITDA
865
777
Costs in relation to the acquisition of Wilko stores
9
–
Online project costs
–
2
Reverse the fair value and foreign exchange impact of derivatives yet to mature
(2)
17
Foreign exchange on intercompany balances
0
0
Adjusted EBITDA
872
796
Depreciation and amortisation
(258)
(242)
Adjusted operating profit
614
554
Interest costs related to lease liabilities (see note 6)
(69)
(61)
Net other finance costs (see note 6)
(44)
(38)
Adjusted profit before tax
501
455
Adjusted tax
(132)
(91)
Adjusted profit for the period
369
364

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B&M European Value Retail S.A. 
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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:
Period to
53 weeks ended 
30 March
2024
£’m
52 weeks ended 
25 March
2023
£’m
EBITDA (above)
865
777
Remove effects of IFRS 16 on EBITDA
(243)
(223)
EBITDA (pre-IFRS 16)
622
554
Adjusting items (above)
7
19
Adjusted EBITDA (pre-IFRS 16)
629
573
Pre-IFRS 16 depreciation and amortisation
(82)
(76)
Adjusted operating profit (pre-IFRS 16)
547
497
Net other finance costs
(44)
(38)
Adjusted profit before tax (pre-IFRS 16)
503
459
Adjusted tax
(133)
(93)
Adjusted profit (pre-IFRS 16) for the period
370
366
The effects of IFRS 16 on EBITDA caption reflects the difference between IAS 17 and IFRS 16 accounting and largely consists of the additional rent 
expense the Group would have incurred under the IAS 17 standard.
Adjusting items are the fair value and foreign exchange impact of derivatives yet to mature, the foreign exchange impact of the retranslation of 
intercompany balances and significant project gains or losses which may be included if incurred, as they have been in the current year in relation to 
the acquisition of several Wilko store leases, and in the prior year in relation to our online trial (which had ceased by the prior year-end date).
Adjusted tax represents the tax charge per the statement of comprehensive income as adjusted only for the effects of the adjusting items detailed 
above.
The following table reconciles the statutory figures to the adjusted and adjusted (pre-IFRS 16) figures in the statutory profit and loss format on a line-by-
line basis.
53-week period to 30 March 2024
Statutory  
figures
£’m
Adjusting 
items
£’m
Adjusted 
figures
£’m
Impact of 
IFRS 16
£’m
Adjusted 
(pre-IFRS 16)
£’m
Revenue 
5,484
–
5,484
–
5,484
Cost of sales
(3,449)
–
(3,449)
–
(3,449)
Gross profit
2,035
–
2,035
–
2,035
Depreciation and amortisation
(258)
–
(258)
176
(82)
Other administrative expenses
(1,169)
7
(1,162)
(243)
(1,405)
Operating profit
608
7
615
(67)
548
Share of losses in associates
(1)
–
(1)
–
(1)
Profit before interest and tax
607
7
614
(67)
547
Finance costs relating to right-of-use assets
(69)
–
(69)
69
–
Other finance costs
(50)
1
(49)
–
(49)
Finance income
10
(5)
5
–
5
Profit before tax
498
3
501
2
503
Income tax expense
(131)
(1)
(132)
(1)
(133)
Profit for the period
367
2
369
1
370
Notes to the Consolidated Financial Statements continued

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Strategic Report
Corporate Governance
Financial Statements
52-week period to 25 March 2023
Statutory  
figures
£’m
Adjusting  
items
£’m
Adjusted  
figures
£’m
Impact of 
IFRS 16
£’m
Adjusted 
(pre-IFRS 16)
£’m
Revenue 
4,983
–
4,983
–
4,983
Cost of sales
(3,182)
–
(3,182)
–
(3,182)
Gross profit
1,801
–
1,801
–
1,801
Depreciation and amortisation
(242)
–
(242)
166
(76)
Other administrative expenses
(1,023)
19
(1,004)
(223)
(1,227)
Operating profit
536
19
555
(57)
498
Share of profits in associates
(1)
–
(1)
–
(1)
Profit before interest and tax
535
19
554
(57)
497
Finance costs relating to right-of-use assets
(61)
–
(61)
61
–
Other finance costs
(40)
–
(40)
–
(40)
Finance income
2
–
2
–
2
Profit before tax
436
19
455
4
459
Income tax expense
(88)
(3)
(91)
(2)
(93)
Profit for the period
348
16
364
2
366
The tables below give the reconciliation between the operating profit and adjusted EBITDA (pre-IFRS 16) by segment:
53-week period to 30 March 2024
UK 
B&M
£’m
UK
Heron
£’m
France
B&M
£’m
Corporate 
£’m
Total
£’m
Profit/(loss) before interest and tax
548
27
49
(17)
607
Adjusting items (above)
–
–
–
7
7
Adjusted operating profit/(loss)
548
27
49
(10)
614
Depreciation and amortisation (pre-IFRS 16)
59
13
10
–
82
Impact of IFRS 16
(51)
(4)
(12)
–
(67)
Adjusted EBITDA
556
36
47
(10)
629
52 week period to 25 March 2023
UK 
B&M
£’m
UK
Heron
£’m
France
B&M
£’m
Corporate 
£’m
Total
£’m
Profit/(loss) before interest and tax
498
19
38
(20)
535
Adjusting items (above)
–
–
–
19
19
Adjusted operating profit/(loss)
498
19
38
(1)
554
Depreciation and amortisation (pre-IFRS 16)
52
12
12
–
76
Impact of IFRS 16
(48)
(1)
(8)
–
(57)
Adjusted EBITDA
502
30
42
(1)
573
The segmental split in EBITDA and adjusted EBITDA reconciles as follows:
53-week period to 30 March 2024
UK 
B&M
£’m
UK
Heron
£’m
France
B&M
£’m
Corporate 
£’m
Total
£’m
Profit/(loss) before interest and tax
548
27
49
(17)
607
Add back depreciation and amortisation
195
23
40
–
258
EBITDA
743
50
89
(17)
865
Adjusting items (above)
–
–
–
7
7
Adjusted EBITDA
743
50
89
(10)
872

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3  Reconciliation of non-IFRS measures from the statement of comprehensive income continued
52-week period to 25 March 2023
UK 
B&M
£’m
UK
Heron
£’m
France
B&M
£’m
Corporate 
£’m
Total
£’m
Profit/(loss) before interest and tax
498
19
38
(20)
535
Add back depreciation and amortisation
182
22
38
–
242
EBITDA
680
41
76
(20)
777
Adjusting items (above)
–
–
–
19
19
Adjusted EBITDA
680
41
76
(1)
796
Adjusted EPS and diluted EPS measures are reconciled in note 11. 
Post-tax free cash flow is reconciled to the Consolidated statement of cash flows as follows:
Period ended
53 weeks ended 
30 March 
2024 
£’m
52 weeks ended 
25 March 
2023 
£’m
Cash flows from operating activities
862
866
Income tax paid
(116)
(84)
Purchase of property, plant and equipment
(123)
(93)
Purchase of intangible assets
(3)
(5)
Proceeds from sale of property, plant and equipment
2
9
Repayment of the principal in relation to lease liabilities
(171)
(168)
Payment of interest in relation to right-of-use assets
(69)
(61)
Post-tax free cash flow
382
464
Adjusted EBITDA and related measures are not measures of performance or liquidity under IFRS and should not be considered in isolation or as a 
substitute for measures of profit, or as an indicator of the Group’s operating performance or cash flows from operating activities as determined in 
accordance with IFRS.
4  Reconciliation of the 52-week results from the 53-week adjusted results
Group management consider that presenting an adjusted 52-week result is helpful to the users of this annual report in order to directly compare 
like-for-like periods.
Therefore, we present a reconciliation to an adjusted 52-week statement of comprehensive income derived from the adjusted 53-week statement of 
comprehensive income by removing the final week of the financial year. The adjusting items are those detailed in note 3.
Adjusted
53 weeks ended 
30 March 2024 
£’m
Week 53 
£’m
52 weeks ended 
23 March 2024
£’m
52 weeks ended 
25 March 2023
£’m
Revenue 
5,484
112
5,372
4,983
Cost of sales
(3,449)
(70)
(3,379)
(3,182)
Gross profit
2,035
42
1,993
1,801
Operating costs
(1,406)
(29)
(1,377)
(1,228)
Adjusted EBITDA (pre-IFRS 16)
629
13
616
573
Depreciation and amortisation (pre-IFRS 16)
(82)
(2)
(80)
(76)
Operating impact of IFRS 16
67
1
66
57
Adjusted operating profit
614
12
602
554
Adjusting items
(7)
(0)
(7)
(19)
Profit before interest and tax
607
12
595
535
Finance costs relating to right-of-use assets
(69)
(1)
(68)
(61)
Other net finance costs
(40)
(1)
(39)
(38)
Profit before tax
498
10
488
436
Notes to the Consolidated Financial Statements continued

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Financial Statements
5  Operating profit
The following items have been charged in arriving at operating profit:
Period ended
53 weeks ended 
30 March 
2024
£’m
52 weeks ended 
25 March 
2023
£’m
Auditor’s remuneration
1
1
Payments to auditors in respect of non-audit services:
Other assurance services 
0
0
Cost of inventories recognised as an expense (included in cost of sales)
3,449
3,182
Depreciation of owned property, plant and equipment
79
71
Amortisation (included within administration costs)
2
4
Depreciation of right-of-use assets
177
167
Impairment of right-of-use assets
5
2
Operating lease rentals
1
5
Loss/(profit) on sale of property, plant and equipment
1
(1)
Gain on sale and leasebacks
–
(1)
Loss/(gain) on foreign exchange
7
(10)
6  Finance costs and finance income
Finance costs include all interest-related income and expenses. The following amounts have been included in the continuing profit line for each 
reporting period presented:
Period ended
53 weeks ended 
30 March
2024
£’m
52 weeks ended 
25 March
2023
£’m
Interest on debt and borrowings 
(47)
(38)
Ongoing amortisation of finance fees
(2)
(2)
Interest swap derivative
(0)
–
Total adjusted finance expense
(49)
(40)
Release of remaining unamortised fees on previous facilities
(1)
–
Total other finance expense
(50)
(40)
Finance costs on lease liabilities
(69)
(61)
Total finance expense
(119)
(101)
The finance expense reconciles to the statement of cash flows as follows:
Period ended
53 weeks ended 
30 March
2024
£’m
52 weeks ended 
25 March
2023
£’m
Cash
Finance costs paid in relation to debt and borrowings
41
36
Finance costs paid in relation to lease liabilities
69
61
Fees paid in relation to refinancing
15
–
Finance costs paid
125
97
Non-cash
Movement of accruals in relation to debt and borrowings
6
2
Capitalisation of paid fees in relation to new facilities
(15)
–
Release of remaining unamortised fees on previous facilities
1
–
Ongoing amortisation of finance fees
2
2
Interest swap derivative
(0)
–
Total finance expense
119
101
Period ended
53 weeks ended
30 March
2024
£’m
52 weeks ended
25 March
2023
£’m
Interest income on overpaid corporation tax
1
–
Interest income on loans and bank accounts
4
2
Total adjusted finance income
5
2
Gain on tender of corporate bonds 
5
–
Total finance income
10
2

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6  Finance costs and finance income continued
Total net adjusted finance costs are therefore:
Period ended
53 weeks ended
30 March
2024
£’m
52 weeks ended
25 March
2023
£’m
Total adjusted finance expense
(49)
(40)
Total adjusted finance income
5
2
Total net adjusted finance costs
(44)
(38)
7  Employee remuneration
Expense recognised for employee benefits is analysed below:
Period ended
53 weeks ended
30 March
2024
£’m
52 weeks ended
25 March
2023
£’m
Wages and salaries
657
583
Social security costs
47
39
Share-based payment expense
3
3
Pensions – defined contribution plans
10
9
Total remuneration
717
634
There are £1m of defined contribution pension liabilities owed by the Group at the period end (2023: £1m).
B&M France operates a scheme where they must provide a certain amount per employee to pay upon their retirement date. The accrual on this 
scheme at the period end was £1m (2023: £1m).
The average monthly number of persons employed by the Group during the period was: 
Period ended
53 weeks ended
30 March
2024
Restated*
52 weeks ended
25 March
2023
Sales staff 
39,928
39,735
Administration 
1,187
1,155
Total staff
41,115
40,890
* The staff figures presented in the prior year annual report have been restated following recalculation. Previously sales staff numbers were presented as 42,299 with 1,206 
administration staff, giving 43,505 in total.
8  Key management remuneration 
Key management personnel and Directors’ remuneration includes the following:
Period ended
53 weeks ended 
30 March 2024
£’m
52 weeks ended 
25 March 2023
£’m
Directors’ remuneration:
Short-term employee benefits 
4
4
Benefits accrued under the share option scheme
1
1
Pension
0
0
Total
5
5
Key management expense (includes Directors’ remuneration):
Short-term employee benefits 
14
9
Benefits accrued under the share option scheme
1
2
Pension
0
0
Total
15
11
Amounts in respect of the highest paid director emoluments:
Short-term employee benefits 
3
2
Benefits accrued under the share option scheme
0
1
Pension
0
0
Total
3
3
Notes to the Consolidated Financial Statements continued

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Strategic Report
Corporate Governance
Financial Statements
The emoluments disclosed above are of the Directors and key management personnel who have served as a Director within any of the continuing 
Group companies.
9  Share options 
The Group operates three equity settled share option schemes which split down to various tranches. Details of these schemes follow.
1)  Long-Term Incentive Plan (LTIP) awards
The LTIP was adopted by the Board on 29 May 2014. No grant under this scheme can be made more than 10 years after this date.
Eligibility
Employees and Executive Directors of the Group are eligible for the LTIP and the awards are made at the discretion of the remuneration committee.
Limits & pricing
A fixed number of options are offered to each participant, with the pricing set at £nil. The options offered to each individual cannot exceed a total 
value of 250% of the participants base salary where the value is measured as the market value of the shares on grant multiplied by the number of 
options awarded, with the whole scheme limited to 10% of the share capital in issue.
Dividend credits
All participants in any LTIP awards granted after 1 April 2018 are entitled to a dividend credit, where the notional dividend they would have received 
on the maximum number of shares available under their award is converted into new share options and added to the award based upon the share 
price on the date of the dividend. These additional awards have been reflected in the tables below.
Vesting & exercise
The share options are subject to a set of conditions measured over a three-year performance period as follows:
LTIP Executive (“A”) awards
•	 50% of the awards are subject to a TSR performance condition, where the Group’s TSR over the performance period is compared with a 
comparator group. The awards vest on a sliding scale where the full 50% is awarded if the Group falls in the upper quartile, 12.5% vests if the 
Group falls exactly at the median, and 0% below that.
•	 50% of the awards are subject to a diluted EPS performance target. The awards vest on a sliding scale based upon the EPS as follows: 
Award
EPS as at
50% paid at
12.5% paid at
LTIP 2017A
March-20
24.0p
19.0p
LTIP 2018A
March-21
28.0p
23.0p
LTIP 2019A
March-22
33.0p
27.0p
LTIP 2020A
March-23
30.0p
25.0p
LTIP 2021A
March-24
45.0p
37.0p
LTIP 2022A
March-25
50.0p
42.0p
LTIP 2023A
March-26
43.9p
37.9p
Below the 12.5% boundary, no options vest diluted EPS is defined as adjusted (pre-IFRS 16) diluted EPS, see note 11.
•	 The performance period is the three years ending the period end specified in the EPS table above.
•	 Once the performance period concludes, the calculated number of share options remaining are then subject to a two-year holding period.
•	 The share options vest at the conclusion of the holding period.
LTIP Restricted (“B”) awards
•	 Group EBITDA must be positive in each year of the LTIP.
•	 The awards also have an employee performance condition attached.
Vested awards can be exercised up to the tenth anniversary of grant.
Tranches
There have been several awards of the LTIP, with the details as follows. 
Note that the LTIP Executive awards have been split into the element subject to the TSR (50%) and the element subject to the EPS (50%) since these 
were valued separately.
The TSR awards market condition has been included in the fair value calculation for those awards while all non-market conditions have not been 
included. Expected volatility has been calculated based upon the historic share price volatility of the Group and those of comparable companies. 

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9  Share Options continued
The key information used in the valuation of these tranches is as follows:
Scheme
Date  
of grant
Original options 
granted
Fair value  
of each option
Risk free rate
Expected  
life (years)
Volatility
2017A-TSR
7 Aug 17
40,610
272p
0.52%
5
32%
2017A-EPS
7 Aug 17
40,610
351p
0.52%
5
32%
2018A-TSR
22 Aug 18
226,672.5
240p
0.97%
5
29%
2018A-EPS
22 Aug 18
226,672.5
409p
0.97%
5
29%
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%
2021A-TSR
3 Aug 21
218,861
354p
0.23%
5
37%
2021A-EPS
3 Aug 21
218,861
560p
0.23%
5
37%
2022A-TSR
17 Nov 22
309,342
124p
3.16%
5
31%
2022A-EPS
17 Nov 22
309,342
386p
3.16% 
5
31%
2023A-TSR
1 Aug 23
224,422
409p
4.75%
5
32%
2023A-EPS
1 Aug 23
224,422
548p
4.75%
5
32%
2018/B1
23 Jan 18
19,264
400p
0.25%
3
32%
2018/B2
20 Aug 18
236,697
406p
0.25%
3
30%
2019/B1
20 Aug 19
369,061
348p
0.47%
3
30%
2019/B2
18 Sep 19
2,678
373p
0.47%
3
30%
2020/B1
30 Jul 20
303,092
463p
-0.12%
3
39%
2021/B1
3 Aug 21
281,950
560p
0.12%
3
42%
2022/B1
3 Aug 22
396,877
437p
1.75%
3
32%
2022/B2
15 Dec 22
3,641
412p
1.75%
3
32%
2023/B1
1 Aug 23
414,833
548p
4.77%
3
31%
Scheme
Options at  
25 Mar 23
Granted
Dividend  
credit
Forfeited
Exercised
Options at  
30 Mar 24
2018A-TSR
230,321*
–
3,978
–
(234,299)
–
2018A-EPS
297,452*
–
5,138
–
(302,590)
–
2019A-TSR
293,188*
–
19,395
–
–
312,583*
2019A-EPS
293,188*
–
19,395
–
–
312,583*
2020A-TSR
185,124
–
12,245
–
–
197,369*
2020A-EPS
185,124
–
12,245
–
–
197,369*
2021A-TSR
251,037
–
11,899
(71,146)
–
191,790
2021A-EPS
251,037
–
11,899
(71,146)
–
191,790
2022A-TSR
327,851
–
21,686
–
–
349,537
2022A-EPS
327,851
–
21,686
–
–
349,537
2023A-TSR
–
224,422
10,782
–
–
235,204
2023A-EPS
–
224,422
10,782
–
–
235,204
2020/B1
302,339
–
4,789
(2,817)
(304,311)
–
2021/B1
257,138
–
15,921
(21,925)
–
251,134
2022/B1
408,264
–
24,705
(52,107)
–
380,862
2022/B2
3,809
–
252
–
–
4,061
2023/B1
–
414,833
18,058
(45,413)
–
387,478
Notes to the Consolidated Financial Statements continued

129
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Financial Statements
Scheme
Options at  
26 Mar 22
Granted
Dividend  
credit
Forfeited
Exercised
Options at  
25 Mar 23
2017A-TSR
27,557*
–
–
–
(27,557)
–
2017A-EPS
18,071*
–
–
–
(18,071)
–
2018A-TSR
202,465*
–
19,613
8,243†
–
230,321*
2018A-EPS
280,368*
–
25,327
(8,243)†
–
297,452*
2019A-TSR
279,393.5
–
24,963
(11,168.5)
–
293,188*
2019A-EPS
279,393.5
–
24,963
(11,168.5)
–
293,188*
2020A-TSR
169,361
–
15,763
–
–
185,124
2020A-EPS
169,361
–
15,763
–
–
185,124
2021A-TSR
229,660.5
–
21,376.5
–
–
251,037
2021A-EPS
229,660.5
–
21,376.5
–
–
251,037
2022A-TSR
–
309,342
18,509
–
–
327,851
2022A-EPS
–
309,342
18,509
–
–
327,851
2017/B1
53,576
–
–
–
(53,576)
–
2017/B2
13,379
–
–
–
(13,379)
–
2018/B2
38,289
–
–
–
(38,289)
–
2019/B1
391,522
–
10,023
(1,937)
(399,608)
–
2019/B2
3,403
–
107
–
(3,510)
–
2020/B1
297,103
–
24,247
(19,011)
–
302,339
2021/B1
271,020
–
22,204
(36,086)
–
257,138
2022/B1
–
396,877
23,532
(12,145)
–
408,264
2022/B2
–
3,641
168
–
–
3,809
*	
These share options have vested and are in a two-year holding period.
†	
There was a rebalancing between the EPS and TSR awards after the final analysis of the performance conditions of this scheme. The overall shares options vesting on the scheme 
does not change, only the split between TSR and EPS.
2)  Deferred Bonus Share Plan (DBSP) awards
The DBSP was adopted by the Board on 30 July 2018. No grant under this scheme can be made more than 10 years after this date.
The DBSP differs from the LTIP awards in that there are no vesting conditions.
The scheme has been set up in order to allocate a specified proportion of the Executive Director’s annual bonus into £nil price share options which 
are then placed in holding for three years.
As there are no vesting conditions, these awards have been valued at the amount of the bonus to be converted into share options under the scheme.
There are annual awards of the scheme. The 2024 award will be made after this set of statutory accounts have been published and will therefore be 
reported in the next annual report.
Scheme
Options at  
25 Mar 23
Granted
Dividend  
credit
Forfeited
Exercised
Options at  
30 Mar 24
2020 Bonus allocation
59,673
–
1,031
–
(60,704)
–
2021 Bonus allocation
97,885
–
6,474
–
–
104,359
2022 Bonus allocation
304,382
–
20,135
–
–
324,517
2023 Bonus allocation
–
155,365
10,275
–
–
165,640
Scheme
Options at  
26 Mar 22
Granted
Dividend  
credit
Forfeited
Exercised
Options at  
25 Mar 23
2019 Bonus allocation
72,909
–
–
–
(72,909)
–
2020 Bonus allocation
54,591
–
5,082
–
–
59,673
2021 Bonus allocation
89,550
–
8,335
–
–
97,885
2022 Bonus allocation
–
278,466
25,916
–
–
304,382
The fair values of the presented schemes on inception were £0.8m (2023), £1.1m (2022), £0.5m (2021), £0.2m (2020) and £0.2m (2019).

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9  Share Options continued
3)  Specific LTIP awards
The remuneration committee are able to award specific share schemes under the LTIP framework, where considered appropriate. There are 
two such schemes at the year end, both relating to the buy-out of executive share option schemes held prior to appointment with the business. Both 
schemes have no vesting conditions but are time limited with details given below.
Scheme
Options at  
25 Mar 23
Granted
Dividend  
credit
Forfeited
Exercised
Options at  
30 Mar 24
Buy-out Nov-23
34,330
–
927
–
(35,257)
–
Buy-out Nov-24
34,330
–
2,271
–
–
36,601
Scheme
Options at  
26 Mar 22
Granted
Dividend  
credit
Forfeited
Exercised
Options at  
25 Mar 23
Buy-out Nov-23
–
32,392
1,938
–
–
34,330
Buy-out Nov-24
–
32,392
1,938
–
–
34,330
The fair values of the presented schemes on inception were both £0.1m.
The summary period-end position is as follows:
Period ended
30 March
2024
25 March
2023
Share options outstanding at the start of the year
4,144,323
3,170,633
Share options granted during the year (including via dividend credit)
1,285,010
1,692,106
Share options forfeited or lapsed during the year
(264,554)
(91,517)
Share options exercised in the year
(937,161)
(626,899)
Share options outstanding at the end of the year
4,227,618
4,144,323
Of which;
Share options that are not vested
2,576,597
2,499,574
Share options that are in holding
1,651,021
1,644,749
Share options that are vested and eligible for exercise
–
–
All exercised options are satisfied by the issue of new share capital. The weighted average share price on exercise was £5.52 (2023: £3.59). All 
outstanding options have a £nil (2023: £nil) exercise price and the weighted average remaining contractual life is 1.7 years (2023: 2.1 years).
In the year, £3m has been charged to the Consolidated statement of comprehensive income in respect to the share option schemes (2023: £3m). At 
the end of the year the outstanding share options had a carrying value of £7m (2023: £6m).
10  Taxation
The relationship between the expected tax expense based on the standard rate of corporation tax in the UK of 25% (2023: 19%) and the tax expense 
actually recognised in the Consolidated statement of comprehensive income can be reconciled as follows:
Period ended
53 weeks ended
30 March
2024
£’m
52 weeks ended
25 March
2023
£’m
Current tax expense
122
84
Deferred tax charge
9
4
Total tax expense recorded in profit and loss
131
88
Current tax credit in other comprehensive income
(1)
–
Deferred tax credit in other comprehensive income
(0)
(5)
Total tax credit recorded in other comprehensive income
(1)
(5)
Result for the year before tax
498
436
Expected tax charge at the standard tax rate 
124
83
Effect of:
Expenses not deductible for tax purposes 
6
3
Income not taxable
(1)
(2)
Lease accounting
(0)
(1)
Foreign operations taxed at local rates 
1
2
Changes in the rate of corporation tax 
0
1
Adjustment in respect of prior years
0
2
Hold over gains on fixed assets
(0)
0
Other
1
0
Actual tax expense
131
88
Notes to the Consolidated Financial Statements continued

131
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Strategic Report
Corporate Governance
Financial Statements
Deferred taxation 
Statement of financial position
30 March
2024
£’m
Restated* 
25 March
2023
£’m
Accelerated tax depreciation
(17)
(11)
Relating to intangible brand assets
(27)
(27)
Fair valuing of assets and liabilities (asset)
2
3
Fair valuing of assets and liabilities (liability)
(2)
(1)
Temporary differences relating to the tax accounting for leases (asset)
90
93
Temporary differences relating to the tax accounting for leases (liability)
(68)
(69)
Movement in provision
1
0
Relating to share options
4
3
Held over gains on fixed assets
(4)
(4)
Losses carried forward
–
–
Other temporary differences
0
0
Net deferred tax liability
(21)
(13)
Analysed as;
Deferred tax asset
4
4
Deferred tax liability 
(25)
(17)
*	
Restated to reflect a change in the presentation of deferred tax, see note 1 for further details.
Statement of comprehensive income
53 weeks ended
30 March
2024
£’m
52 weeks ended
25 March
2023
£’m
Accelerated tax depreciation
(7)
(5)
Relating to intangible brand assets
(0)
1
Fair valuing of assets and liabilities
(2)
8
Temporary differences relating to the tax accounting for leases
(1)
(0)
Movement in provision
0
(0)
Relating to share options
1
(0)
Held over gains on fixed assets
–
(0)
Brought forward losses
–
(3)
Other temporary differences
(0)
(0)
Net deferred tax charge
(9)
1
Analysed as;
Total deferred tax charge in profit or loss
(9)
(4)
Total deferred tax credit in other comprehensive income
0
5
At the period end, there are £2m of unrecognised deferred tax assets within the Group, in relation to a corporate interest restriction (2023: none).
The Group 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.
The Group has performed an assessment of the potential exposure to Pillar Two income taxes under Luxembourg legislation. This assessment is 
based upon our recent and ongoing county-by-country reporting and the most recent financial statements for the constituents of the Group. Based 
on the assessment the Pillar Two effective tax rates in all of the jurisdictions in which the Group operates are above 15%. We will therefore apply the 
transitional safe harbour rules which will exempt the Group from applying the full Pillar Two rules.
11  Earnings per share
Basic earnings per share (EPS) amounts are calculated by dividing the net profit or loss for the financial period attributable to ordinary equity holders 
of the parent by the weighted average number of ordinary shares outstanding at each period end.
Diluted EPS amounts are calculated by dividing the net profit attributable to ordinary equity holders of the parent by the weighted average number 
of ordinary shares outstanding during each year plus the weighted average number of ordinary shares that would be issued on conversion of any 
dilutive potential ordinary shares into ordinary shares.
Adjusted (and adjusted (pre-IFRS 16)) basic and diluted EPS are calculated in the same way as above, except using adjusted profit attributable to 
ordinary equity holders of the parent, as defined in note 3.

132
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Annual Report and Accounts 2024
11  Earnings per share continued
There are share option schemes in place (see note 9) which have a dilutive effect on both periods presented. 
The following reflects the income and share data used in the EPS computations:
Period ended
30 March
2024
£’m
25 March
2023
£’m
Profit for the period attributable to owners of the parent
367
348
Adjusted profit for the period attributable to owners of the parent
369
364
Adjusted (pre-IFRS 16) profit for the period attributable to owners of the parent
370
366
Thousands
Thousands
Weighted average number of ordinary shares for basic earnings per share
1,002,392
1,001,593
Dilutive effect of employee share options
2,282
1,730
Weighted average number of ordinary shares adjusted for the effect of dilution
1,004,674
1,003,323
Pence
Pence
Basic earnings per share
36.6
34.8
Diluted earnings per share
36.5
34.7
Adjusted basic earnings per share
36.8
36.3
Adjusted diluted earnings per share
36.7
36.2
Adjusted (pre-IFRS 16) basic earnings per share
36.9
36.5
Adjusted (pre-IFRS 16) diluted earnings per share
36.8
36.5
12  Investments in associates 
Period ended
30 March 
2024
£’m
25 March 
2023
£’m
Net book value
Carrying value at the start of the period
8
8
Dividends received
(1)
–
Share of profits and losses in associates since the prior year valuation exercise
(1)
(1)
Effect of foreign exchange on translation
(1)
1
Carrying value at the end of the period
5
8
The Group has a 22.5% holding in Centz Retail Holdings Limited, (Centz), a company incorporated in Ireland. The principal activity of the company is 
retail sales and their registered address is 5 Old Dublin Road, Stillorgan, Co. Dublin.
The Group has a 50% interest in Multi-lines International Company Ltd, (Multi-lines), a company incorporated in Hong Kong. The principal activity of 
the company is the purchase and sale of goods and their registered address is 8/F, Hope Sea Industrial Centre, No. 26 Lam Hing Street, Kowloon Bay, 
Hong Kong.
None of the entities have discontinued operations or other comprehensive income, except that on consolidation both entities have a foreign 
exchange translation difference.
Period ended
30 March 
2024
£’m
25 March 
2023
£’m
Multi-lines
Non-current assets
13
14
Current assets
76
69
Non-current liabilities
–
–
Current liabilities
(86)
(75)
Net assets
3
8
Revenue
242
252
Loss 
(3)
(3)
Notes to the Consolidated Financial Statements continued

133
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Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
Period ended
30 March 
2024
£’m
25 March 
2023
£’m
Centz
Non-current assets
11
16
Current assets
27
24
Non-current liabilities
(11)
(10)
Current liabilities
(9)
(13)
Net assets
18
17
Revenue
64
71
Profit 
2
3
The figures for both associates show 12 months to December 2023 (prior year: 12 months to December 2022), being the period used in the valuation 
of the associate.
13  Intangible assets
Goodwill
£’m
Software
£’m
Brands
£’m
Other
£’m
Total
£’m
Cost or valuation
At 26 March 2022
920
14
116
1
1,051
Additions
–
3
2
–
5
Disposals
–
(7)
(4)
–
(11)
Effect of retranslation
1
0
0
0
1
At 25 March 2023
921
10
114
1
1,046
Additions
–
3
–
–
3
Disposals
–
(0)
–
–
(0)
Remeasure
–
–
0
–
0
Effect of retranslation
(0)
(0)
–
(0)
(0)
At 30 March 2024
921
13
114
1
1,049
Accumulated amortisation/impairment
At 26 March 2022
–
10
1
–
11
Charge for the year
–
1
3
–
4
Disposals
–
(6)
(4)
–
(10)
Effect of retranslation
–
0
0
–
0
At 25 March 2023
–
5
0
–
5
Charge for the year
–
2
0
–
2
Disposals
–
(0)
–
–
(0)
Effect of retranslation
–
(0)
–
–
(0)
At 30 March 2024
–
7
0
–
7
Net book value at 30 March 2024
921
6
114
1
1,042
Net book value at 25 March 2023
921
5
114
1
1,041
At the period end, no software was being developed that is not yet in use (2023: same), and the Group was not committed to the purchase of any 
intangible assets (2023: same).
Impairment review of intangible assets held with indefinite life
The Group holds the following assets with indefinite life:
30 March 2024
Goodwill
£’m
30 March 2024
Brand
£’m
25 March 2023
Goodwill
£’m
25 March 2023
Brand
£’m
UK B&M
807
99
807
99
UK Heron
88
14
88
14
France B&M
26
–
26
–
Not all items in the brand classification have an indefinite life as some are time limited. The brand intangible assets that have been identified as 
having an indefinite life are designated as such as management believe that these assets will hold their value for an indefinite period of time. 
Specifically, the B&M and Heron brands represent leading brands in their sectors with significant histories and growth prospects.

134
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Annual Report and Accounts 2024
13  Intangible assets continued
The B&M France goodwill is held in Euros, with an underlying balance of €30m (2023: €30m).
In each case the goodwill and brand assets have been allocated to one group of CGUs, being the store estate within the specific segment to which 
those assets relate. 
The Group performs impairment tests at each period end. The impairment test involves assessing the net present value of the expected cash flows in 
relation to the stores within each CGU according to a number of assumptions to calculate the value-in-use for the group of CGUs. 
The key assumptions in assessing the value-in-use as at 30 March 2024 were;
The Group’s 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. Discount rates have decreased during the year, largely due 
to a decrease in the equity risk premium.
The inflation rate for expenses
This is based upon the consumer price index for the relevant country, as well as official reports from the appropriate central bank.
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.
Gross margin
The standing assumption made by management is that forecast gross margin will be similar to that experienced in 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:
As at
30 March
2024
25 March
2023
Discount rate (B&M UK)
10.2%
12.7%
Discount rate (Heron)
11.2%
14.7%
Discount rate (B&M France)
12.4%
14.7%
Inflation rate for costs (B&M UK and Heron)
3.0%/2.0%*
8.0%/1.0%*
Inflation rate for costs (B&M France)
3.0%/2.0%*
6.0%/4.0%/2.0%*
Like-for-like sales growth (B&M UK)
1.5%/2.0%*
2.0%
Like-for-like sales growth (Heron)
4.0%/2.0%*
5.0%/2.0%
Like-for-like sales growth (B&M France)
6.5%/2.0%*
7.0%/2.0%
Gross margin (all)
±0bps
±0bps
Terminal growth rate (B&M UK)
1.0%
0.5%
Terminal growth rate (Heron)
1.7%
1.0%
Terminal growth rate (B&M France)
1.4%
1.2%
*	
The first figure reflects the assumption in year one (and in the prior year, year two for French inflation), with the following figure representing the long-term rate.
These assumptions are reflected for five years in the CGU forecasts and beyond this a perpetuity calculation is performed using the assumptions 
made regarding terminal growth rates. 
In each case, the results of the impairment tests on the continuing operations identified that the value-in-use was in excess of the carrying value of 
assets within each group of CGUs at the period-end dates. The headroom with the base case assumptions in B&M UK was £4,611m, Heron £256m 
and B&M France €637m (2023: £3,380m, £83m and €248m respectively).
No indicators of impairment were noted in the segments and the impairment tests were sensitised with reference to the key assumptions for 
reasonable possible scenarios.
These scenarios specifically included:
•	 A drop off in sales or gross margin, modelling flat long-term like-for-like sales and terminal growth rates.
•	 Sales prices failing to keep pace with inflation such that the local inflation rates increase 50bps without a corresponding increase in like-for-like sales.
•	 A deterioration of the credit environment, leading to a significantly increased cost of capital of 20%.
Notes to the Consolidated Financial Statements continued

135
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
To further quantify the sensitivity, the below tables demonstrate the point at which each impairment test would first fail for changes in each of the key 
assumptions when applied to all years, except any specific year one or two assumptions noted above, whilst assuming each other key assumption is 
held level (e.g. for inflation sensitivity, the like-for-like was not adjusted):
30 March
2024
25 March
2023
B&M UK
Discount rate
32.5%
53.9%
Inflation rate for expenses 
12.7%
12.8%
Like-for-like sales 
(7.0)%
(5.4)%
Gross margin
(217)bps
(234)bps
Terminal growth rate
(46.1)%
Not sensitive
B&M France
Discount rate
53.8%
72.0%
Inflation rate for expenses 
12.6%
8.0%
Like-for-like sales 
(6.9)%
(3.0)%
Gross margin
(261)bps
(152)bps
Terminal growth rate
(55.9)%
Not sensitive
Heron
Discount rate
24.1%
22.4%
Inflation rate for expenses
7.1%
3.9%
Like-for-like sales
(2.6)%
(0.5)%
Gross margin
(100)bps
(56)bps
Terminal growth rate
(17.7)%
(17.6)%
14  Property, plant and equipment
Land and 
buildings
£’m
Motor  
vehicles
£’m
Plant,
fixtures and 
equipment
£’m
Total
£’m
Cost or valuation
At 26 March 2022
110
25
506
641
Additions
7
6
80
93
Disposals
(18)
(5)
(47)
(70)
Effect of retranslation
–
0
3
3
At 25 March 2023
99
26
542
667
Additions
8
13
102
123
Disposals
(0)
(3)
(6)
(9)
Remeasure
(0)
0
0
0
Effect of retranslation
–
(0)
(1)
(1)
At 30 March 2024
107
36
637
780
Accumulated depreciation and impairment charges
At 26 March 2022
28
13
237
278
Charge for the period
4
5
62
71
Disposals
(15)
(2)
(46)
(63)
Effect of retranslation
–
0
1
1
At 25 March 2023
17
16
254
287
Charge for the period
5
4
70
79
Disposals
(0)
(2)
(4)
(6)
Remeasure
–
0
0
0
Effect of retranslation
–
(0)
(1)
(1)
At 30 March 2024
22
18
319
359
Net book value at 30 March 2024
85
18
318
421
Net book value at 25 March 2023
82
10
288
380
Under the terms of the loan and notes facilities in place at 30 March 2024, fixed and floating charges were held over £85m of the net book value of 
land and buildings, £18m of the net book value of motor vehicles and £285m of the net book value of the plant, fixtures and equipment. (2023: £82m, 
£10m and £257m respectively).
At the period end, £4m of assets were under construction (2023: £3m).
Included within land and buildings is land with a cost of £6m (2023: £6m) which is not depreciated.

136
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Annual Report and Accounts 2024
14  Property, plant and equipment continued
Capital commitments 
There were £11m of contractual capital commitments not provided within the Group financial statements as at 30 March 2024 (2023: £7m). 
15  Right-of-use assets
Land and 
buildings
£’m
Motor  
vehicles
£’m
Plant, 
fixtures and 
equipment
£’m
Total
£’m
Net book value
As at 26 March 2022
1,053
8
5
1,066
Additions
130
2
3
135
Modifications
32
–
–
32
Disposals
(18)
(0)
(0)
(18)
Impairment
(2)
–
–
(2)
Depreciation
(160)
(4)
(3)
(167)
Foreign exchange
9
0
1
10
As at 25 March 2023
1,044
6
6
1,056
Additions
231
2
6
239
Modifications
28
–
–
28
Disposals
(35)
(0)
(0)
(35)
Impairment
(5)
–
–
(5)
Depreciation
(170)
(4)
(3)
(177)
Foreign exchange
(5)
(0)
(0)
(5)
As at 30 March 2024
1,088
4
9
1,101
The vast majority of the Group’s leases are in relation to the property comprising the store and warehouse network for the business. The other leases 
recognised are trucks, trailers, company cars, manual handling equipment and various fixtures and fittings. The leases are separately negotiated 
and no sub-group is considered to be individually significant nor to contain individually significant terms.
The Group recognises a lease term appropriate to the business expectation of the term of use for the asset which usually assumes that all extension 
clauses are taken, and break clauses are not, unless the business considers there is a good reason to recognise otherwise. 
At the period end, there was one property with a significant unrecognised extension clause for which the Group has full autonomy over exercising in 
2040. On the date of recognition of the relevant right-of-use asset, in March 2020, the extension period liability had a net present value of £30m.
There are no material covenants imposed by our right-of-use leases.
In the year the Group expensed £4m (2023: £3m) in relation to low value leases and <£1m (2023: <£1m) in relation to short-term leases for which the 
Group applied the practical expedient under IFRS 16.
The Group expensed <£1m (2023: <£1m) in relation to variable lease payments. The agreements are ongoing and future payments are expected to 
be in line with those expensed recently.
The Group received £2m (2023: £2m) in relation to subletting right-of-use assets. 
The impairments noted in the table above are recorded when the carrying value of a right-of-use asset exceeds the value in use of that asset. These 
arise when we exit a store before the related lease has come to an end, or as the outcome of our annual store impairment review. All impairments 
are in relation to store leases. No impairments have been reversed in the presented periods.
The segmental splits of the impairments were B&M UK £2m, Heron £2m, B&M France <£1m (2023: B&M UK <£1m, Heron £1m, B&M France <£1m).
The current and future cashflows for the right-of-use assets are:
30 March
2024
£’m
25 March
2023
£’m
This year
237
229
Within 1 year
242
229
Between 1 and 2 years
235
217
Between 2 and 3 years
222
200
Between 3 and 4 years
205
184
Between 4 and 5 years
179
166
Between 5 and 10 years
506
486
More than 10 years
125
141
Total
1,714
1,623
Notes to the Consolidated Financial Statements continued

137
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Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
The change in lease liability reconciles to the figures presented in the Consolidated statement of cashflows as follows:
30 March
2024
£’m
25 March
2023
£’m
Lease liabilities brought forward
1,301
1,310
Cash
Repayment of the principal in relation to right-of-use assets
(171)
(168)
Payment of interest in relation to right-of-use assets
(69)
(61)
Non-cash
Interest charge
69
61
Effects on lease liability relating to lease additions, modifications and disposals
232
150
Effects of foreign exchange
(5)
9
Total cash movement in the year
(240)
(229)
Total non-cash movement in the year
296
220
Movement in the year
56
(9)
Lease liabilities carried forward
1,357
1,301
Of which current
170
177
Of which non-current
1,187
1,124
Discount rates
Where, as in most cases, a discount rate implicit to the lease is not available, discount rates are calculated for each lease with reference to the 
underlying cost of borrowing available to the business and several other factors specific to the asset.
We have calculated the weighted average discount rates and sensitivity to a 50bps change in the discount rate to the interest charge as follows:
30 March 
2024
25 March 
2023
Weighted average discount rate
Property
5.2%
4.7%
Equipment
7.3%
4.2%
All right-of-use assets
5.2%
4.7%
£’m
£’m
Effect on finance costs with a change of 50bps to the discount rate
Property
7
6
Equipment
0
0
All right-of-use assets
7
6
Sale and leaseback
During the year, the business has not undertaken any sale and leasebacks (2023: two).
The details of the prior period transactions were as follows:
25 March 
2023
£’m
Consideration received
4
Net book value of the assets disposed
(3)
Costs of sale when specifically recognised
(0)
Profit per pre-IFRS 16 accounting standards
1
Opening adjustment to the right-of-use asset
(0)
Profit recognised in the statement of comprehensive income
1
Initial right-of-use asset recognised
1
Initial lease liability recognised
(2)
The pre-IFRS 16 profit is higher because the provisions of IFRS 16 require that a portion of the profit relating to the sale and leaseback is instead 
recognised as a reduction in the opening right-of-use asset, and therefore the benefit is released over the term of the contract.

138
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Annual Report and Accounts 2024
16  Inventories 
As at
30 March 
2024
£’m
25 March 
2023
£’m
Goods for resale
776
764
Included in the amount above was a net release of £3m related to inventory provisions (2023: £3m net release). In the period to 30 March 2024, 
£3,449m (2023: £3,182m) was recognised as an expense for inventories and £31m of supplier rebates were received (2023: £26m).
17  Trade and other receivables
30 March
2024
£’m
25 March
2023
£’m
Non-current
Other receivables
5
6
Total non-current receivables
5
6
Current
Trade receivables
9
9
Deposits on account
3
2
Provision for impairment
(2)
(2)
Net trade receivables to non-related parties 
10
9
Prepayments 
32
26
Related party receivables 
2
2
Other tax
10
5
Other receivables 
22
10
Total current receivables
76
52
Trade receivables are stated initially at their fair value and then at amortised cost as reduced by appropriate allowances for estimated irrecoverable 
amounts. The carrying amount is determined by the Directors to be a reasonable approximation of fair value.
There are no individually non-related significant balances held at the current period end. See note 27 in respect of balances held with related parties.
The following table sets out an analysis of provisions for impairment of trade receivables:
Period ended
30 March
2024
£’m
25 March
2023
£’m
Provision for impairment at the start of the period
(2)
(2)
Impairment during the period
(1)
(0)
Utilised/released during the period
1
0
Effect of foreign exchange
–
(0)
Balance at the period end
(2)
(2)
Trade receivables are non-interest-bearing and are generally on terms of 30 days or less.
The following table sets out a maturity analysis of trade receivables, including those which are current:
As at
30 March
2024
£’m
25 March
2023
£’m
Current
6
6
1-30 days past due
1
1
31-90 days past due
0
0
Over 90 days past due
2
2
Balance at the period end
9
9
Notes to the Consolidated Financial Statements continued

139
B&M European Value Retail S.A. 
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Strategic Report
Corporate Governance
Financial Statements
18  Cash and cash equivalents
As at
30 March
2024
£’m
25 March
2023
£’m
Cash at bank and in hand
182
237
Cash and cash equivalents
182
237
The cash and cash equivalents balance includes £54m (2023: £31m) in respect of credit card receivables.
As at the period end the Group had available £220m of undrawn committed borrowing facilities (2023: £142m). 
19  Trade and other payables
As at
30 March
2024
£’m
25 March
2023
£’m
Current
Trade payables
380
371
Other tax and social security payments
37
80
Accruals and deferred income 
101
63
Related party trade payables 
33
11
Other payables
21
16
Total current payables
572
541
Trade payables are generally on 30-day terms and are not interest-bearing. The carrying value of trade payables approximates to their fair value. For 
further details on the related party trade payables, see note 27.
The Group had supply chain financing facilities in place during the year. The facilities are operated by major banking partners with high credit ratings 
and are limited to $50m total exposure at any one time.
The exposure at the period end was $19m (2023: $nil), the average balance over the year was $18m (2023: $13m).
The purpose of the arrangement is to enable our participating suppliers, at their discretion, to draw down against their receivables from the Group 
prior to their usual due date. 
From the Group’s perspective, the invoices subject to these schemes are treated in the same way as those not subject to these schemes. That is that they 
are approved under our usual processes (and cannot be drawn down against until they have been approved) and paid on the usual due date, which 
is in line with the payment terms of our other international suppliers. We do not benefit from the margin charged by the banks for any early draw down, 
and the banks do not benefit from additional security when compared to the security originally enjoyed by the supplier. There is no impact on potential 
liquidity risk as the cash flow timings and amounts are unchanged for those invoices in the schemes against those not in these schemes.
There would be no impact on the Group if the facilities became unavailable and there are no fees or charges payable by the Group in regard to 
these arrangements.
As these invoices continue to be part of the normal operating cycle of the Group, the schemes do not change the recognition of the invoices subject 
to them, so they continue to be recognised as trade payables, with the associated cash flows presented within operating cash flows and without 
affecting the calculation of Group net debt.

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20  Other financial assets and liabilities
Other financial assets 
As at
30 March
2024
£’m
25 March
2023
£’m
Current financial assets at fair value through profit and loss:
Foreign exchange forward contracts 
2
1
Current financial assets at fair value through other comprehensive income:
Foreign exchange forward contracts
2
0
Total current other financial assets 
4
1
Non-current financial assets at fair value through profit and loss:
Foreign exchange forward contracts 
0
–
Non-current financial assets at fair value through other comprehensive income:
Foreign exchange forward contracts
1
–
Total non-current other financial assets
1
–
Total other financial assets
5
1
Financial assets through profit or loss reflect the fair value of those derivatives that are not designated as hedge relationships but are nevertheless 
intended to reduce the level of risk for expected sales and purchases.
Other financial liabilities
As at
30 March
2024
£’m
25 March
2023
£’m
Current financial liabilities at fair value through profit and loss:
Foreign exchange forward contracts
4
8
Current financial liabilities at fair value through other comprehensive income:
Foreign exchange forward contracts
6
5
Total current other financial liabilities
10
13
Non-current financial liabilities at fair value through profit and loss:
Foreign exchange forward contracts 
0
–
Total non-current other financial liabilities
0
–
Total other financial liabilities
10
13
The other financial liabilities through profit or loss reflect the fair value of those foreign exchange forward contracts that are not designated as hedge 
relationships but are nevertheless intended to reduce the level of risk for expected sales and purchases.
Fair value hierarchy
The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
•	 Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.
•	 Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.
•	 Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.
As at the reporting dates, the Group held the following financial instruments carried at fair value on the balance sheet:
Total
£’m
Level 1
£’m
Level 2
£’m
Level 3
£’m
30 March 2024
Foreign exchange contracts
(5)
–
(5)
–
25 March 2023
Foreign exchange contracts
(12)
–
(12)
–
The financial instruments have been valued by the issuing bank, using a mark to market method. The bank has used various inputs to compute the 
valuations, which include inter alia the relevant maturity date and strike rates, the current exchange rate, fuel prices and relevant interbank floating 
interest rate levels.
Notes to the Consolidated Financial Statements continued

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Strategic Report
Corporate Governance
Financial Statements
21  Financial liabilities – borrowings 
As at
30 March
2024
£’m
25 March 
2023
£’m
Current
Revolving facility bank loan
25
–
Term facility bank loan
–
78
B&M France loan facilities
4
3
Total 
29
81
Non-current
High yield bond notes
650
646
Term facility bank loan
221
219
B&M France loan facilities
10
8
Total 
881
873
Bond refinancing
On 23 November 2023, the Group refinanced part of its existing £400m high yield bond notes (2020). £244m of bonds were redeemed at 98%, 
resulting in a gain of £5m recognised as a financial gain in the Consolidated statement of comprehensive income in the period. The remaining 
£156m of the high yield bond notes (2020) have a maturity date of July 2025.
On the same date, the Group issued £250m of high yield bond notes, maturing in November 2030 with an interest rate of 8.125%.
Transaction fees of £4m were capitalised and are included in the carrying value of these bonds. An interest rate swap derivative was taken at the 
start of the process to hedge exposure to movements in long-term SONIA rates. This hedge was considered to be fully effective and as such the fair 
value movements of £8m are included in other comprehensive income and the hedging reserve. The £8m value on the hedging reserve recycles 
through to the other finance costs caption on the Consolidated statement of comprehensive income on a straight line basis over the term of the bond.
The 2020 bonds which were redeemed carried £1m in fees incurred on inception, which were yet to be amortised. These have been released 
through other finance costs on the Consolidated statement of comprehensive income.
These transactions included the sale of bonds by related parties, see note 27 for more details.
Extension of senior loan facilities
In the prior period, the Group completed an extension of its term facility bank loan. 
The previous £300m term facility was drawn down in July 2020 with £4m of fees capitalised into the balance at that time. The agreement included a 
revolving facility of £155m and was due to mature in April 2025.
This was extended with new facilities totalling £450m due to mature in March 2028. These comprise a term loan of £225m and a revolving facility 
of £225m and the agreement also includes the availability of two 1-year extension terms, subject to mutual consent with the banking syndicate. The 
cashflows associated with the net repayment of £75m took place in the current year.
An assessment was made by management with the conclusion that the transaction represents an extension and not a significant modification. As 
such, the remaining £2m of unamortised capitalised fees have remained on the balance sheet and will be amortised over the extended term. There 
were £3m of fees associated with the term facility extension which have also been capitalised into the loan balance.
In the current year, in March 2024, the Group and the banking syndicate confirmed the activation of the first of these 1-year extensions. As such, the 
facilities now have a maturity date of March 2029.
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 Group holds three tranches of high yield bonds which are each held at amortised cost.
The three tranches of bonds were issued in July 2020, November 2021 and November 2023, with £4m, £3m and £4m, respectively, of fees capitalised 
at inception. The July 2020 bonds were partly repaid in November 2023, resulting in a £1m release of the remaining amortised fees on that portion of 
the issue. 
A number of these bonds have been sold or purchased by related parties, see note 27.

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21  Financial liabilities – borrowings continued
All other loans are carried at their gross cash amount. The maturities, which only relate to the position as at 30 March 2024, and gross cash amounts 
of these facilities are included in the table below.
Interest  
rate
%
Maturity
30 March
2024
£’m
25 March
2023
£’m
Revolving facility loan
1.75% + SONIA
Apr-24
25
–
Term facility bank loan A
2.00% + SONIA
Mar-29
225
300
High yield bond notes (2020)
3.625%
Jul-25
156
400
High yield bond notes (2021)
4.000%
Nov-28
250
250
High yield bond notes (2023)
8.125%
Nov-30
250
–
B&M France – BNP Paribas
0.75-3.97%
Sept-24 to Nov-28
5
3
B&M France – Caisse d’Épargne
0.75-2.60%
Aug-24 to Nov-29
1
2
B&M France – CIC
0.71-0.75%
Sept-24 to Jan-27
1
2
B&M France – Crédit Agricole
0.39-0.81%
Sept-25 to Jan-28
1
1
B&M France – Crédit Lyonnais
0.68-3.65%
Nov-24 to Mar-29
5
3
B&M France – Société Générale
N/A
N/A
–
0
Total
919
961
The term facility bank loans and the high yield bond notes have carrying values which include transaction fees allocated on inception. 
All B&M France facilities have gross values in Euros, and the values above have been translated at the period-end rates of €1.1694/£ (2023: €1.1360/£).
The movement in the loan liabilities during the year breaks down as follows:
As at
30 March
2024
£’m
25 March
2023
£’m
Borrowings brought forward
954
956
Cash
Receipt of Group revolving credit facilities
25
–
Repayment of old bank loan facilities
(300)
–
Receipt of new bank loan facilities
225
–
Repayment of corporate bonds
(239)
–
Receipt due to newly issued corporate bonds
250
–
Net repayment of Heron facilities
–
(3)
Net receipt of French facilities 
3
0
Capitalised fees on refinancing
(7)
–
Non-cash 
Foreign exchange on loan balances
(0)
0
Gain on tender
(5)
–
Refinancing fees accrued
1
(1)
Release of remaining unamortised fees on previous facilities
1
–
Ongoing amortisation of finance fees
2
2
Finance fees on the loss on the derivative swap on refinancing
0
–
Total cash movement in the year
(43)
(3)
Total non-cash movement in the year
(1)
1
Movement in the year
(44)
(2)
Borrowings carried forward
910
954
Of which current
29
81
Of which non-current
881
873
Notes to the Consolidated Financial Statements continued

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Strategic Report
Corporate Governance
Financial Statements
22  Provisions 
Property 
provisions 
£’m
Other
£’m
Total  
£’m
At 26 March 2022
11
4
15
Provided in the period
1
2
3
Utilised during the period
(1)
(2)
(3)
Released during the period
(6)
(0)
(6)
At 25 March 2023
5
4
9
Provided in the period
2
4
6
Utilised during the period
(1)
(3)
(4)
Released during the period
(0)
(1)
(1)
At 30 March 2024
6
4
10
Current liabilities 2024
2
4
6
Non-current liabilities 2024
4
–
4
Current liabilities 2023
2
4
6
Non-current liabilities 2023
3
–
3
The property provision relates to the expected future costs on specific leasehold properties. This is inclusive of onerous leases and dilapidations on 
these properties. The timing in relation to utilisation is dependent upon the individual lease terms.
The other provisions principally relate to disputes concerning insured liability claims. A prudent amount has been set aside for each claim as per 
legal advice received by the Group. These claims are individually non-significant and average £10k per claim (2023: £9k per claim). 
23  Share capital
Shares
£’m
Allotted, called up and fully paid
B&M European Value Retail S.A. ordinary shares of 10p each
As at 26 March 2022
1,001,226,836
100
Release of shares related to employee share options
626,899
0
As at 25 March 2023
1,001,853,735
100
Release of shares related to employee share options
937,161
0
As at 30 March 2024
1,002,790,896
100
Ordinary shares
Each ordinary share ranks pari passu with each other ordinary share and each share carries one vote. The Group parent is authorised to issue up to 
an additional 2,969,431,326 ordinary shares.

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24  Cash generated from operations
Period ended
53 weeks ended
30 March
2024
£’m
52 weeks ended
25 March
2023
£’m
Profit before tax
498
436
Adjustments for:
Net interest expense
109
99
Depreciation on property, plant and equipment
79
71
Depreciation on right-of-use assets
177
167
Impairment of right-of-use assets
5
2
Amortisation of intangible assets
2
4
Gain on sale and leaseback
–
(1)
Loss/(gain) on disposal of property, plant and equipment
1
(1)
Share option expense
3
3
Change in inventories
(14)
103
Change in trade and other receivables
(23)
1
Change in trade and other payables
29
(30)
Change in provisions
1
(6)
Share of losses from associates
1
1
(Profit)/loss resulting from fair value of financial derivatives
(6)
17
Cash generated from operations
862
866
25  Group information and ultimate parent undertaking
The financial results of the Group include the following entities. 
Company name
Country
Date of incorporation
Percent held within the Group
Principal activity
B&M European Value Retail S.A.
Luxembourg
May 2014
Parent
Holding company
B&M European Value Retail 1 S.à r.l. 
Luxembourg
November 2012
100%
Holding company
B&M European Value Retail Holdco 1 Ltd 
UK
December 2012
100%
Holding company
B&M European Value Retail Holdco 2 Ltd 
UK
December 2012
100%
Holding company
B&M European Value Retail Holdco 3 Ltd
UK
November 2012
100%
Holding company
B&M European Value Retail Holdco 4 Ltd
UK
November 2012
100%
Holding company
B&M European Value Retail 2 S.à r.l. 
Luxembourg 
September 2012
100%
Holding company
EV Retail Limited
UK
September 1996
100%
Holding company
B&M Retail Limited
UK
March 1978
100%
General retail
Opus Homewares Limited
UK
April 2003
100%
Property management
Heron Food Group Ltd
UK
August 2002
100%
Holding company
Heron Foods Ltd
UK
October 1978
100%
Convenience retail
Cooltrader Ltd
UK
September 2012
100%
Dormant
Heron Properties (Hull) Ltd
UK
February 2003
100%
Dormant
B&M European Value Retail Germany GmbH
Germany
November 2013
100%
Ex-holding company
B&M France SAS
France
November 1977
100%
General retail
Centz N.I. Limited
UK
January 2021
100%
Property management
During the prior year, on 17 January 2023, Retail Industry Apprenticeships Ltd was dissolved and ceased to be a member of the Group.
Registered offices
•	 The Luxembourg entities are all registered at 3 rue Gabriel Lippmann, L-5365 Munsbach, Luxembourg.
•	 Centz N.I. Limited are registered at Murray House, 4 Murray Street, Belfast, United Kingdom, BT1 6DN.
•	 The other UK entities are all registered at The Vault, Dakota Drive, Estuary Commerce Park, Speke, Liverpool, L24 8RJ.
•	 B&M European Value Retail Germany GmbH are registered at Am Hornberg 6, 29614, Soltau.
•	 B&M France are registered at 8 rue du Bois Joli, 63800 Cournon d’Auvergne.
Associates
The Group has a 50% interest in Multi-lines International Company Limited, a company incorporated in Hong Kong, and a 22.5% interest in Centz 
Retail Holdings Limited, a company incorporated in the Republic of Ireland. The share of profit or loss from the associates is included in the statement 
of comprehensive income, see note 12.
Ultimate parent undertaking
The Directors of the Group consider the parent and the ultimate controlling related party of this Group to be B&M European Value Retail S.A., 
registered in Luxembourg.
Notes to the Consolidated Financial Statements continued

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Corporate Governance
Financial Statements
26  Financial risk management
The Group uses various financial instruments, including bank loans, related party loans, finance company loans, cash, equity investment, derivatives 
and various items, such as trade receivables and trade payables that arise directly from its operations. 
The main risks arising from the Group’s financial instruments are market risk, currency risk, cash flow interest rate risk, credit risk and liquidity risk. 
The Directors review and agree policies for managing each of these risks and they are summarised below.
The existence of these financial instruments exposes the Group to a number of financial risks, which are described in more detail below. In order 
to manage the Group’s exposure to those risks, in particular the Group’s exposure to currency risk, the Group enters into forward foreign currency 
contracts. No transactions in derivatives are undertaken of a speculative nature. 
Market risk
Market risk encompasses three types of risk, being currency risk, fair value interest rate risk and commodity price risk. Commodity price risk is not 
considered material to the business as the Group is able to pass on pricing changes to its customers.
The Group’s policies for managing fair value interest rate risk are considered along with those for managing cash flow interest rate risk and are set 
out in the subsection entitled ‘interest rate risk’ below.
Currency risk
The Group is exposed to translation and transaction foreign exchange risk arising from exchange rate fluctuations on its purchases from 
overseas suppliers.
In relation to translation risk, this is not considered material to the business as amounts owed in foreign currency are short term of up to 30 days and 
are of a relatively modest nature. Transaction exposures, including those associated with forecast transactions, are hedged when known, principally 
using forward currency contracts. 
The majority of the Group’s sales are to customers in the UK and France and there is no material currency exposure in this respect. A proportion of 
the Group’s purchases are priced in US Dollars and the Group generally uses forward currency contracts to minimise the risk associated with that 
exposure.
Approach to hedge accounting
As part of the Group’s response to currency risk the currency forwards taken out are intended to prudently cover the majority of our stock purchases 
forecast for that period. However, the Group only hedge accounts for that part of the forward contract that we are reasonably certain will be spent in 
the forecast period, allowing for potential volatility. Therefore, management always consider the likely volatility for a period and assign a percentage 
to each tranche of forwards purchased, usually in the range 50-80%, and never more than 80%.
Effectiveness of the hedged forward is then assessed against the Group hedge ratio, which has been set by management at 80% as a reasonable 
guide to the certainty level we expect the hedged portions of our forwards to at least achieve. If they fail, or are expected to fail, to meet this ratio of 
effectiveness then they are treated as non-hedged items, and immediately expensed through administrative expenses in profit and loss.
Ineffectiveness can be caused by exceptional volatility in the market, by the timing of product availability, or the desire to manage short-term 
company cash flows, for instance, when a large amount of cash is required at relatively short notice.
Where a hedged derivative matures efficiently, the fair value is transferred to inventory and subsequently to cost of sales when that item is sold. If the 
Group did not hedge account, then the difference is that the gain or loss in other comprehensive income would be presented in profit or loss and the 
assets and liabilities presented under the classification fair value through other comprehensive income would be at fair value through profit or loss.
In the period, the Group has had $605m of hedged derivatives mature (2023: $634m). The difference to profit before tax if none of our forwards had 
been hedge accounted during the year would have been a loss of £3m (2023: £7m loss) and a pre-tax loss in other comprehensive income of £1m 
(2023: £28m loss).
The net effective hedging loss transferred to the cost of inventories in the year was £15m (2023: net gain of £49m). At the period end, the amount of 
outstanding US Dollar contracts covered by hedge accounting was $693m (2023: $641m), which mature over the next 19 months (2023: 15 months). 
The change in fair value of the hedging instruments used as the basis for recognising hedge ineffectiveness was £nil (2023: £2m), achieved 
effectiveness was 100% (2023: 97%).
Foreign currency sensitivity
The following table demonstrates the sensitivity to a reasonably possible change in US Dollar period-end exchange rates with all other variables 
held constant. The impact on the Group’s profit before tax and other comprehensive income (net of tax) is largely due to changes in the fair value of 
our foreign exchange derivatives and revaluation of creditors and deposits held on account with our US Dollar suppliers.
As at
Change  
in USD rate
30 March
2024
£’m
25 March
2023
£’m
Effect on profit before tax
+2.5%
(7)
(11)
-2.5%
8
12
Effect on other comprehensive income
+2.5%
(13)
(13)
-2.5%
14
13

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26  Financial risk management continued
Profit before tax and other comprehensive income are not sensitive to the effects of a reasonably possible change in the Euro period-end 
exchange rates.
These calculations have been performed by taking the period end translation rate used in the accounts and applying the changes noted above. The 
balance sheet valuations are then directly calculated. The valuation of the foreign exchange derivatives were projected based upon the spot rate 
changing and all other variables being held equal.
Interest rate risk 
Interest rate risk is the risk of variability of the Group cash flows due to changes in the interest rate. The Group is exposed to changes in interest rates 
as a portion of the Group’s bank borrowings are subject to a floating rate based on SONIA.
The Group’s interest rate risk arises mainly from long-term borrowings. Borrowings issued at variable rates expose the Group to cash flow interest 
rate risk. The Group’s exposure to interest rate fluctuations is not considered to be material, however the Group has used interest rate swaps to 
minimise the impact in the current year, in relation to the final pricing of our bond issue (see note 21).
If floating interest rates had been 50 basis points higher/lower throughout the year with all other variables held constant, the effect upon calculated 
pre-tax profit for the year would have been: 
As at
Basis point 
increase/
decrease
30 March
2024
£’m
25 March
2023
£’m
Effect on profit before tax
+50
(1)
(1)
-50
1
1
This sensitivity has been calculated by changing the interest rate for each interest payment and accrual made by the Group over the period, by the 
amount specified in the table above, and then calculating the difference that would have been required.
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. 
The Group’s principal financial assets are cash, derivatives and trade receivables. The credit risks associated with cash and derivatives are limited 
as the main counterparties are banks with high credit ratings (A long term and A-1 short term (Standard & Poor) or better, (2023: A, A-1 (or better) 
respectively). The principal credit risk arises therefore from the Group’s trade receivables. 
Credit risk is further limited by the fact that the vast majority of sales transactions are made through the store registers, direct from the customer at 
the point of purchase, leading to a low trade receivables balance.
 
In order to manage credit risk, the Directors set limits for customers based on a combination of payment history and third-party credit references. 
Credit limits are reviewed by the credit controller on a regular basis in conjunction with debt ageing and collection history. Provisions against bad 
debts are made where appropriate.
Liquidity risk
Any impact on available cash and therefore the liquidity of the Group could have a material effect on the business as a result.
The Group’s borrowings are subject to semi-annual banking covenants against which the Group has had significant headroom to date with no 
anticipated issues based upon forecasts made. Short-term flexibility is achieved via the Group’s rolling credit facility. The following table shows the 
liquidity risk maturity of financial liabilities grouping based on their remaining period at the balance sheet date. The amounts disclosed are the 
contractual undiscounted cash flows:
Within  
1 year
£’m
Between  
1 and 2 years
£’m
Between  
2 and 5 years
£’m
More than  
5 years
£’m
Total
£’m
30 March 2024
Interest-bearing loans
82
207
603
286
1,178
Lease liabilities
242
235
606
631
1,714
Trade payables
413
–
–
–
413
25 March 2023
Interest-bearing loans
117
40
480
489
1,126
Lease liabilities
229
217
550
627
1,623
Trade payables
382
–
–
–
382
Notes to the Consolidated Financial Statements continued

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Corporate Governance
Financial Statements
Fair value
The fair value of our corporate bonds, 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
As at
30 March 
2024 
£’m
25 March 
2023 
£’m
30 March 
2024 
£’m
25 March 
2023 
£’m
High yield bond notes (2020)
152
374
155
398
High yield bond notes (2021)
231
210
248
248
High yield bond notes (2023)
269
N/A
247
N/A
The fair value of the other financial assets and liabilities of the Group are not materially different from their carrying value. Refer to the table below. 
These all represent financial assets and liabilities measured at amortised cost except where stated as measured at fair value through profit and loss 
or fair value through other comprehensive income.
As at
30 March
2024
£’m
25 March
2023
£’m
Financial assets
Fair value through profit and loss
Forward foreign exchange contracts
2
1
Fair value through other comprehensive income
Forward foreign exchange contracts
3
0
Loans and receivables
Cash and cash equivalents
182
237
Trade receivables
12
11
Other receivables
22
10
As at 
30 March
2024
£’m
25 March
2023
£’m
Financial liabilities
Fair value through profit and loss
Forward foreign exchange contracts
4
8
Fair value through other comprehensive income
Forward foreign exchange contracts
6
5
Amortised cost
Lease liabilities
1,357
1,301
Interest-bearing loans and borrowings (excluding corporate bonds)
260
308
Trade payables
413
382
Other payables
21
16
27  Related party transactions
The Group has transacted with the following related parties over the periods:
Multi-lines International Company Limited, a supplier, and Centz Retail Holdings Limited, a customer, are associates of the Group.
Ropley Properties Ltd, Triple Jersey Ltd, TJL UK Ltd, Rani Investments, Fulland Investments Limited, Golden Honest International Investments Limited, 
Hammond Investments Limited, Joint Sino Investments Limited and Ocean Sense Investments Limited, all landlords of properties occupied by the 
Group, and Rani 1 Holdings Limited, Rani 2 Holdings Limited and SSA Investments S.à.r.l. (SSA Investments), bondholders and beneficial owners of 
equipment hired to the Group, are directly or indirectly owned by the recently retired director Simon Arora, his family, or his family trusts (together, the 
‘Arora related parties’).
In the current period, significant related party transactions occurred, with Simon Arora, SSA Investments, Rani 1 Investments and Rani 2 Investments 
each selling their full holdings of, respectively, £35m, £13m, £50m and £50m in the 2020 3.625% corporate bonds as part of the tender exercise that 
took place in November 2023.
There were significant related party transactions in the prior period, with SSA Investments purchasing a total of £43m of our 4.00% corporate bonds 
and £13m of our 3.625% corporate bonds in June 2022, and Simon Arora purchasing £35m of our 3.625% corporate bonds over December 2022 and 
January 2023. 

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27  Related party transactions continued
Purchases have been made in prior periods and the overall position is summarised in the table below with all related party bondholders being Arora 
related parties.
53 weeks ended 
30 March 
2024
£’m
52 weeks ended 
25 March 
2023
£’m
Simon Arora (3.625%, 2025 bonds)
–
35
SSA Investments (3.625%, 2025 bonds)
–
13
SSA Investments (4.000%, 2028 bonds)
99
99
Rani 1 Investments (3.625%, 2025 bonds)
–
50
Rani 2 Investments (3.625%, 2025 bonds)
–
50
Total
99
247
The expense incurred during the year, and the accrual at the end of the year are shown in the table below:
Expense
to 30 March
2024
£’m
Accrual
on 30 March
2024
£’m
Expense  
to 25 March  
2023
£’m
Accrual
on 25 March  
2023
£’m
Simon Arora 
0.8
–
0.3
0.3
SSA Investments
4.3
1.5
4.0
1.6
Rani 1 Investments 
1.2
–
1.8
0.4
Rani 2 Investments 
1.2
–
1.8
0.4
Total
7.5
1.5
7.9
2.7
The following table sets out the total amount of trading transactions with related parties included in the statement of comprehensive income:
Period ended
30 March
2024
£’m
25 March
2023
£’m
Sales to associates of the Group
Centz Retail Holdings Limited
27
34
Total sales to related parties
27
34
Period ended
30 March
2024
£’m
25 March
2023
£’m
Purchases from associates of the Group
Multi-lines International Company Ltd 
259.0
193.7
Purchases from parties related to key management personnel
Fulland Investments Limited
0.3
0.2
Golden Honest International Investments Limited
0.2
0.2
Hammond Investments Limited
0.3
0.2
Joint Sino Investments Limited
0.2
0.2
Ocean Sense Investments Limited
0.2
0.2
SSA Investments
0.0
0.1
Total purchases from related parties
260.2
194.8
Notes to the Consolidated Financial Statements continued

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Strategic Report
Corporate Governance
Financial Statements
The IFRS 16 lease figures in relation to these related parties, which are all related to key management personnel, are as follows:
Depreciation
charge
£’m
Interest
charge
£’m
Total  
charge
£’m
Right-of-use
asset
£’m
Lease  
liability
£’m
Net
liability
£’m
Period ended 30 March 2024
Rani Investments
0
0
0
0
(0)
(0)
Ropley Properties
2
1
3
7
(10)
(3)
TJL UK Limited
1
0
1
10
(12)
(2)
Triple Jersey Limited
9
3
12
53
(64)
(11)
Total
12
4
16
70
(86)
(16)
Depreciation
charge
£’m
Interest
charge
£’m
Total  
charge
£’m
Right-of-use
asset
£’m
Lease  
liability
£’m
Net
liability
£’m
Period ended 25 March 2023
Rani Investments
0
0
0
1
(1)
(0)
Ropley Properties
2
1
3
8
(11)
(3)
TJL UK Limited
1
0
1
10
(12)
(2)
Triple Jersey Limited
8
3
11
46
(57)
(11)
Total
11
4
15
65
(81)
(16)
There was one lease entered into by the Group during the current period with the Arora related parties (2023: nil). The total expense on this lease 
in the period was <£1m (2023: nil). There were no conditionally exchanged leases with Arora related parties in the current period with a long stop 
completion date (2023: <£1m, three leases).
The following tables set out the total amount of trading balances with related parties outstanding at the period end. 
As at
30 March
2024
£’m
25 March
2023
£’m
Trade receivables from associates of the Group
Centz Retail Holdings Ltd
2
2
Total related party trade receivables
2
2
As at
30 March
2024
£’m
25 March
2023
£’m
Trade payables to associates of the Group 
Multi-lines International Company Ltd
32
7
Trade payables to companies owned by key management personnel
Rani Investments
0
0
Ropley Properties Ltd
0
1
TJL UK Limited
1
1
Triple Jersey Ltd 
0
2
Total related party trade payables
33
11
Outstanding trade balances at the balance sheet dates are unsecured and interest free and settlement occurs in cash. There have been no 
guarantees provided or received for any related party trade receivables or payables. 
The balance with Multi-lines International Company Ltd includes $18m (2023: $nil) held within a supply chain facility. See note 19 for more details. 
The business has not recorded any impairment of trade receivables relating to amounts owed by related parties as at 30 March 2024 (2023: no 
impairment). This assessment is undertaken each year through examining the financial position of the related party and the market in which the 
related party operates.

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27  Related party transactions continued
The future lease commitments on the Arora related party properties are:
As at
30 March
2024
£’m
25 March
2023
£’m
Not later than one year
16
14
Later than one year and not later than two years
15
13
Later than two years and not later than five years
39
35
Later than five years
33
35
Total
103
97
See note 12 for further information on the Group’s associates.
For further details on the transactions with key management personnel, see note 8 and the remuneration report.
28  Capital management
For the purpose of the Group’s capital management, capital includes issued capital and all other equity reserves attributable to the equity holders of 
the parent. The primary objective of the Group’s capital management is to maximise the shareholder value.
In order to achieve this overall objective, the Group’s capital management, amongst other things, aims to ensure that it meets financial covenants 
attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would 
permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest-bearing loans and 
borrowing in the current or prior period.
The Group manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the 
financial covenants. 
To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue 
new shares. 
The Group uses the following definition of net debt: 
External interest-bearing loans and borrowings less cash and short-term deposits.
The interest-bearing loans figure used is the gross amount of cash borrowed at that time, as opposed to the carrying value under the amortised 
cost method. 
As at
30 March
2024
£’m
25 March
2023
£’m
Interest-bearing loans and borrowings (note 21)
919
961
Less: Cash and short-term deposits (note 18)
(182)
(237)
Net debt 
737
724
29  Post balance sheet events
On 29 May 2024, shareholders appointed Nadia Shouraboura as a further Independent Non-Executive Director to the Board of Directors of the 
Company, with immediate effect and until the Annual General Meeting to be held on 23 July 2024. Nadia’s CV is included in the annual management 
report for the financial year ended March 2024.
On 4 June 2024, the Group’s Nomination Committee and Board of Directors agreed that Tiffany Hall be proposed as the successor to Peter Bamford in 
the role as Chair of the Board of Directors. As such, Peter Bamford does not intend to stand for re-election at the AGM in July 2024.
Notes to the Consolidated Financial Statements continued

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Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
30  Dividends
An interim dividend of 5.1 pence per share (£51.1m) was declared in October 2023 and has been paid.
A special dividend of 20.0 pence per share (£200.6m), was declared in January 2024 and has been paid.
A final dividend of 9.6 pence per share (£96.3m), giving a full year dividend of 14.7 pence per share (£147.4m), is proposed.
Relating to the prior year;
An interim dividend of 5.0 pence per share (£50.1m) was declared in November 2022 and has been paid.
A special dividend of 20.0 pence per share (£200.4m), was declared in January 2023 and has been paid.
A final dividend of 9.6 pence per share (£96.2m), giving a full year dividend of 14.6 pence per share (£146.3m), was declared in July 2023 and has 
been paid.
31  Contingent liabilities and guarantees
As at 30 March 2024, 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 are all guarantors to both the loan and notes agreements which are formally 
held within B&M European Value Retail S.A. The amounts outstanding as at the period end were £250m for the loans, with the balance held in B&M 
European Value Retail Holdco 4 Ltd, and £656m for the notes, with the balance held in B&M European Value Retail S.A.
As at 25 March 2023, 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 are all guarantors to both the loan and notes agreements which are formally 
held within B&M European Value Retail S.A. The amounts outstanding as at the period end were £300m for the loans, with the balance held in B&M 
European Value Retail Holdco 4 Ltd, and £650m for the notes, with the balance held in B&M European Value Retail S.A.
32  Directors
The Directors that served during the period were:
P Bamford (Chairman)
A Russo (CEO)
M Schmidt (CFO)
R McMillan
T Hall 
P MacKenzie
O Tant
S Arora (retired 21 April 2023)
H Lasry (appointed 22 September 2023)
C Bradley (retired 25 July 2023)
On 23 January 2024, Peter Bamford announced he will be resigning as Chairman of the Group before the end of our next financial year, 29 March 
2025.
On 22 March 2024, the Group announced the appointment of Nadia Shouraboura as a Non-Executive Director, with effect from 29 May 2024.
On 4 June 2024, the Group’s Nomination Committee and Board of Directors agreed that Tiffany Hall be proposed as the successor to Peter Bamford in 
the role as Chair of the Board of Directors. As such, Peter Bamford does not intend to stand for re-election at the AGM in July 2024.
All Directors served for the whole period except were indicated above.

152
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Annual Report and Accounts 2024
Notes
31 March  
2024
£
31 March  
2023
£
Raw materials, consumables and other external expenses:
8
Other external expenses
(13,150,590)
(1,426,926)
Staff costs:
9
Wages and salaries
(126,621)
(115,963)
Social security costs:
Relating to pensions
(8,376)
(7,864)
Other social security costs
(5,945)
(5,666)
Other operating expenses
10
(1,317,719)
(838,903)
Income from participating interests:
11
Derived from affiliated undertakings
350,000,000
360,000,000
Other interest receivable and similar income:
12
Derived from affiliated undertakings
31,299,621
24,767,246
Other interest and similar income
5,172,068
488,309
Interest payable and similar expenses:
13
Other interest and similar expenses
(28,703,653)
(25,097,950)
Profit or loss after taxation
343,158,785
357,762,282
Other taxes not included in the previous caption
14
(4,112)
(4,233)
Profit or loss for the financial year
343,154,673
357,758,049
The accompanying notes form part of these financial statements.
Company profit and loss account
for the financial year ended 31 March 2024

153
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Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
Notes
31 March  
2024
£
31 March  
2023
£
Fixed assets
Financial assets:
3
Shares in affiliated undertakings
2,624,999,999
2,624,999,999
Other loans
5,467
5,467
2,625,005,467
2,625,005,467
Current assets
Debtors:
Amounts owed by affiliated undertakings becoming due and payable within one year
4
759,873,696
753,267,506
Other debtors becoming due and payable within one year
5
285,311
252,037
760,159,007
753,519,542
Cash at bank and in hand
83,792
55,224
Total assets
3,385,248,266
3,378,580,233
Equity 
6
Subscribed capital
100,279,090
100,185,374
Share premium account
2,473,832,360
2,473,832,360
Reserves:
Legal reserve
10,040,000
10,040,000
Profit or loss for the financial year
343,154,673
357,758,049
Profit or loss brought forward
34,636,044
23,613,103
Interim dividends
(251,698,717)
(250,463,434)
2,710,243,450
2,714,965,452
Creditors
7
Debenture loans:
Non-convertible loans becoming due and payable within one year
11,840,299
6,520,833
Non-convertible loans becoming due and payable after more than one year
655,520,000
650,000,000
Trade creditors becoming due and payable within one year
133,000
606,215
Amounts owed to affiliated undertakings becoming due and payable within one year
7,366,872
6,448,923
Other creditors:
Tax authorities
8,679
6,751
Other creditors becoming due and payable within one year
135,966
32,059
675,004,816
663,614,781
Total equity and liabilities
3,385,248,266
3,378,580,233
The accompanying notes form part of these financial statements.
Company balance sheet
as at 31 March 2024

154
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Annual Report and Accounts 2024
1  General information
The financial statements have been prepared in accordance with Luxembourg legal and regulatory requirements relating to the preparation and 
presentation of the annual accounts.
B&M European Value Retail S.A., hereinafter the “Company”, was incorporated on 19 May 2014 as a ”société anonyme“ for an unlimited period. The 
Company is organised under the laws of the Grand-Duchy of Luxembourg, in particular the law of 10 August 1915 on commercial companies, as 
amended from time to time.
The Company’s shares being listed on the premium listing segment of the London Stock Exchange.
The Company is registered with the Luxembourg Trade and Companies Register under number RCS Luxembourg B 187.275 and the registered 
address of the Company has been moved from 68-70 boulevard de la Pétrusse, L-2320 Luxembourg to 3, rue Gabriel Lippmann, L-5365 Munsbach 
during the financial year under review. 
The financial year of the Company starts on 1 April each year and ends on 31 March the following year. The Company prepares consolidated financial 
statements.
The Company’s purpose is to acquire and hold interests, directly or indirectly, in any form whatsoever, in other Luxembourg or foreign entities, by way 
of, among others, subscription or acquisition of (i) any securities and rights through participation, contribution, underwriting, firm purchase or option, 
negotiation or in any other way, or of (ii) debt instruments in any form whatsoever, and to administrate, develop and manage such holding of interests.
The Company may in particular enter into transactions to borrow money in any form or to obtain any form of credit and raise funds through, including, 
but not limited to, the issue of shares, bonds, notes, promissory notes, certificates and other debt instruments or debt securities, convertible or not, or 
the use of financial derivatives. The Company may also enter into any guarantee, pledge or any other form of security agreement.
On 23 January 2024, B&M European Value Retail S.A. announced that Peter Bamford, Chairman of the Board of Directors, intends to retire during the 
current calendar year. An executive search firm has been appointed and the recruitment process for a new Chair is presently ongoing. A retirement 
date has not yet been set, and Peter Bamford continues to serve as Chairman of the Board.
2  Summary of significant accounting policies and valuation methods
Basis of preparation
These annual accounts have been prepared in accordance with Luxembourg legal and regulatory requirements under the historical cost convention. 
Accounting policies and valuation rules are, besides the ones laid down by the law of 19 December 2002, as subsequently amended (the ”Law“), 
determined and applied by the Board of Directors.
These accounts have been prepared on a going concern basis.
The preparation of annual accounts requires the use of certain critical accounting estimates. It also requires management to exercise its judgement 
in the process of applying the accounting policies. Changes in assumptions may have a significant impact on the annual accounts in the period in 
which the assumptions changed. Management believes that the underlying assumptions are appropriate and that the annual accounts therefore 
present the financial position and results fairly.
The Company makes estimates and assumptions that affect the reported amounts of assets and liabilities in the next financial year. Estimates and 
judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are 
believed to be reasonable.
Significant accounting policies and valuation methods
The main accounting policies and valuation rules applied by the Company are the following.
Financial assets
Shares in affiliated undertaking are valued at purchase price including the expenses incidental thereto.
In the case of durable depreciation in value according to the opinion of the Board of Directors, value adjustments are made in respect of financial 
assets, so that they are valued at the lower figure to be attributed to them as at the balance sheet date. These value adjustments are not continued if 
the reasons for which they were made have ceased to apply.
Debtors
Debtors are valued at their nominal value. They are subject to value adjustments where their recovery is compromised. These value adjustments are 
not continued if the reasons for which the value adjustments were made have ceased to apply.
Foreign currency translation
The Company maintains its accounting records in Great Britain Pound sterling (GBP) and the balance sheet, and the profit and loss accounts are 
expressed in this currency.
Transactions expressed in currencies other than GBP are translated into GBP at the exchange rate effective at the time of the transaction (the 
”historical exchange rate“).
Notes to the annual accounts
for the financial year ended 31 March 2024

155
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Strategic Report
Corporate Governance
Financial Statements
Long-term non-monetary assets expressed in currencies other than GBP are translated into GBP at the exchange rate effective at the time of the 
transaction. At the balance sheet date, these assets remain converted using the historical exchange rate.
Cash at bank is translated at the exchange rate effective at the balance sheet date. Exchange losses and gains are recorded in the profit and loss 
account of the relevant financial year.
Other assets and liabilities are translated separately respectively at the lower or at the higher of the value converted at the historical exchange rate 
or the value determined on the basis of the exchange rates effective at the balance sheet date. The realised and unrealised exchange losses are 
recorded in the profit and loss account. The exchange gains are recorded in the profit and loss account at the moment of their realisation.
Provisions
Provisions are intended to cover losses or debts, the nature of which is clearly defined and which, at the date of the balance sheet are either likely to 
be incurred or certain to be incurred but uncertain as to their amount or as to the date at which they will arise.
Provisions may also be created to cover charges which originate in the financial year under review or in a previous financial year, the nature of which 
is clearly defined and which at the date of the balance sheet are either likely to be incurred or certain to be incurred but uncertain as to their amount 
or the date at which they will arise.
Provision for taxation
Provisions for taxation corresponding to the tax liability estimated by the Company for the financial years for which the tax return has not yet been 
filed are recorded under the caption ”Tax authorities“. The advance payments are shown in the assets of the balance sheet under the caption ”Other 
debtors“, if applicable.
Creditors
Creditors are stated at their reimbursement value. Where the amount repayable on account is greater than the amount received, the difference is 
shown in the profit and loss account when the debt is issued.
Dividends
Dividend receivables are recognised when the Company’s right to receive the dividend has been established. This is considered to be on the date 
that the dividend is declared by the Board or approved by the general meeting of a subsidiary, or when the dividend is to be received.
Dividend payables are recognised when the Company’s obligation to pay the dividend is established. This is considered to be on the date the 
dividend is approved by the Board for interim dividends and on the date the dividend is approved by the general meeting of the shareholders of the 
Company for final dividends. 
Issuance costs
Bond issuance costs are expensed through the profit and loss account at the time that they are incurred and this is considered to be on the date on 
which the relevant issuance is legally completed.
Share and stock option plans
Share and stock options are recognised when the Company’s obligation to pay such is established. This is considered to be for the share and stock 
options on the date that the increase of the share capital is approved by the share option committee.
3  Financial assets
The undertaking in which the Company holds interests is as follows:
Undertaking’s name
Registered  
office
Percentage
of holding
Net equity 
as at 
31 March 2023
£
Net result for the 
financial year
ended
31 March 2023
£
Net book value
as at 
31 March 2023
£
B&M EVR 1*
Luxembourg
100%
646,884,429
360,004,902
2,624,999,999
*	
B&M EVR 1 refers to B&M European Value Retail 1 S.à.r.l. 
As at the balance sheet date, the Board of Directors assessed the valuation of the undertaking and concluded that no value adjustment was 
deemed necessary.
The annual accounts of B&M EVR 1 as at 31 March 2024 have yet to be closed by its managers but are not due to be audited. 
On 25 October 2023 an interim dividend of GBP 50 million was declared and distributed by B&M EVR 1 to the Company.
On 3 January 2024 an interim dividend of GBP 200 million was declared and distributed by B&M EVR 1 to the Company.
On 19 March 2024 an interim dividend of GBP 100 million was declared and distributed by B&M EVR 1 to the Company.

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Annual Report and Accounts 2024
4  Amount owed by affiliated undertakings
March 2024
£
March 2023
£
Becoming due and payable within one year:
B&M European Value Retail Holdco 4 Ltd (“UK Holdco 4”)
754,340,994
748,681,673
Accrued income in relation to intercompany UK audit fees
509,848
375,000
Accrued income in relation to intercompany loan agreements (interest receivable)
5,022,854
4,210,833
Total
759,873,696
753,267,506
The amounts owed by UK Holdco 4 are interest bearing (note 12) and payable on demand. Where interest is calculated, it has been done on an arm’s 
length basis.
5  Other debtors
March 2024
£
March 2023
£
Becoming due and payable within one year:
Prepaid VAT
–
39,717
Prepaid income and net wealth taxes
1,027
1,952
Other advances
284,284
210,367
Total
285,311
252,037
6  Capital and reserves
Subscribed capital and share premium account
As at 31 March 2024, the issued share capital of the Company is set at GBP 100,279,089.60 divided into 1,002,790,896 ordinary shares with a nominal 
value of GBP 0.10 each and the unissued but authorised share capital is set at GBP 296,943,132.60 represented by 2,969,431,326 ordinary shares. The 
Company’s share capital is represented by one class of (ordinary) shares, all in dematerialised form.
In December 2020, the shareholders of the Company approved the conversion of all the shares of the Company which were then in registered form 
into dematerialised form. The deadline for the compulsory dematerialisation of the shares was on 8 March 2023. Since that date all the shares 
are in dematerialised form and the shares which had not been converted by their owners are held in an account in the name of the Company in 
accordance with the provisions of the Luxembourg law on the dematerialisation of securities as reproduced under article 6.5.5 of the Articles. The 
voting rights attached to those shares are suspended and for the time of that suspension, the shares will not be taken into account to for quorum and 
majority at general meetings.
During the financial year, share options (reported as ‘off balance sheet commitments’ under the annual accounts of the previous financial year) have 
been exercised by employees and Directors of the Group; the Board of directors acting on the basis of article 5.2 of the Articles and within the frame 
of the authorised share capital clause, issued in aggregate, totalling 937,161 new ordinary shares with a nominal value of 10 pence per share. The 
Articles have been updated accordingly.
An extraordinary general meeting of the shareholders of the Company was held on 25 July 2023 to renew with immediate effect and for a period of five 
years, the power for the Board of Directors of the Company (the “Board of Directors” or the “Board”) to increase the issued share capital of the Company 
within the limits of the authorised share capital and under the conditions set forth in article 5.2 of the Articles of Association of the Company (the “Articles”).
Movements for the period on the reserves and profit/loss captions are as follows:
Share premium
and similar 
premiums
£
Legal  
reserve
£
Profit or loss
brought forward
£
Profit for the 
financial period
£
Interim  
dividends
£
Total
£
As at the beginning of  
the financial year
2,473,832,360
10,040,000
23,613,103
357,758,049
(250,463,434)
2,614,780,079
Allocation of prior period’s result
–
–
357,758,049
(357,758,049)
–
–
Capital increase from exercise of 
share option
–
–
(93,716)
–
–
(93,716)
Allocation of dividends
–
–
(250,463,434)
–
250,463,434
–
Final dividend (August 2023)
–
–
(96,177,959)
–
–
(96,177,959)
Interim dividend (December 2023)
–
–
–
–
(51,140,538)
(51,140,538)
Special dividend (February 2024)
–
–
–
–
(200,558,179)
(200,558,179)
Profit for the financial year
–
–
–
343,154,673
–
343,154,673
As at the end of the financial year
2,473,832,360
10,040,000
34,636,044
343,154,673
(251,698,717)
2,609,964,360
On 30 May 2023, the Board of Directors proposed the distribution of a final dividend of 9.6 pence per ordinary share, being a total aggregate 
distribution of GBP 96,177,958.56 (gross of WHT). The Annual General Meeting (AGM) of the shareholders held on 25 July 2023, approved that 
proposal and that final dividend was paid by the Company on 4 August 2023.
Notes to the annual accounts continued

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Strategic Report
Corporate Governance
Financial Statements
On 8 November 2023, the Board of Directors unanimously approved the distribution of an interim dividend of 5.1 pence per ordinary share, being a 
total aggregate distribution of GBP 51,140,537.59 (gross) paid by the Company on 15 December 2023.
On 8 January 2024, the Board of Directors unanimously approved the distribution of an interim dividend of 20 pence per ordinary share, being a total 
aggregate distribution of GBP 200,558,179.20 (gross) paid by the Company on 9 February 2024.
Legal reserve
In accordance with article 710-23 of the Luxembourg law on commercial companies dated 10 August 1915, as amended, the Company is required to 
allocate to a legal reserve, which is not available for distributions to shareholders, a minimum of 5% of its annual net profit. This allocation ceased to 
be mandatory when and for so long as this reserve equals 10% of the subscribed share capital. 
Consequently, no allocation to the legal reserve will be proposed to the AGM approving those financial statements.
7  Creditors
Amounts due and payable for the accounts shown under ”Debenture loans“ are as follows:
Within  
one year
£
After one year and 
within five years
£
After more  
than five years
£
March  
2024
£
March  
2023
£
Debenture loans
Non-convertible loans – Bonds interest
11,840,299
–
–
11,840,299
6,520,833
Non-convertible loans – Bonds principal
–
155,520,000
500,000,000
655,520,000
650,000,000
11,840,299
155,520,000
500,000,000
667,360,299
656,520,833
The Company issued Senior Secured Notes (“Notes”) which are all listed for trading on the Euro MTF Market of the Luxembourg Stock Exchange. 
The Euro MTF Market of the Luxembourg Stock Exchange is not a regulated market pursuant to the provisions of Directive 2014/65 EU on financial 
instruments but falls within the scope of Market Abuse Regulation 596/2014 and Directive 2014/57 EU on criminal sanctions for market abuse. 
On 13 July 2020, the Company issued GBP 400,000,000 3.625% Senior Secured Notes (the ”2020 Notes“) which are due on 15 July 2025. Interest on the 
2020 Notes is paid semi-annually in arrears on 15 January and 15 July each year, commencing on 15 January 2021.
On 13 November 2023, the Company tendered 2020 Notes up to a maximum acceptance amount and on 21 November 2023, the Company 
announced that an amount of GBP 244,480,000 had been validly tendered which left an existing amount of GBP 155,520,000 of the 2020 Notes.
On 24 November 2021, the Company issued GBP 250,000,000 4.000% Senior Secured Notes (the “2021 Notes”) which are due on 15 November 2028. 
Interest on the 2021 Notes is paid semi-annually in arrears on 15 May and 15 November of each year. 
The Company may redeem the 2021 Notes in whole or in part at any time on or after 15 November 2024, in each case, at the redemption prices set 
out in the Offering Circular.
Prior to 15 November 2024, the Company is entitled to redeem, at its option, all or a portion of the 2021 Notes at a redemption price equal to 100% of 
the principal amount, plus accrued and unpaid interest and additional amounts, if any, to the redemption date, plus a “make-whole” premium, as 
described in this Offering Circular.
Prior to 15 November 2024, the Company may, at its option, and on one or more occasions, also redeem up to 40% of the original aggregate principal 
amount of the 2021 Notes with the net proceeds from certain equity offerings. Additionally, the Company may redeem the 2021 Notes in whole, but 
not in part, at a price equal to their principal amount plus accrued and unpaid interest and additional amounts, if any, upon the occurrence of certain 
changes in applicable tax law. Upon the occurrence of certain events constituting a change of control, the Issuer may be required to repurchase all or 
any portion of the 2021 Notes at 101% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any, to the date of 
such repurchase.
On 23 November 2023, the Company issued GBP 250,000,000 8.125% Senior Secured Notes (the “2023 Notes”) which are due on 15 November 2030. 
Interest on the 2023 Notes is paid semi-annually in arrears on 15 May and 15 November of each year.
The Company may redeem the 2023 Notes in whole or in part at any time on or after 15 November 2026, in each case, at the redemption prices set 
out in the Offering Circular.
Prior to 15 November 2026, the Issuer will be entitled to redeem, at its option, all or a portion of the 2023 Notes at a redemption price equal to 100% of 
the principal amount of the 2023 Notes, plus accrued and unpaid interest and additional amounts, if any, to the redemption date, plus a  
“make-whole” premium, as described in this Offering Circular.
Prior to 15 November 2026, the Issuer may, at its option, and on one or more occasions, also redeem up to 40% of the original aggregate principal amount 
of the 2023 Notes with the net proceeds from certain equity offerings. Additionally, the Issuer may redeem the 2023 Notes in whole, but not in part, at 
a price equal to their principal amount plus accrued and unpaid interest and additional amounts, if any, upon the occurrence of certain changes in 
applicable tax law. Upon the occurrence of certain events constituting a change of control, the Issuer may be required to repurchase all or any portion of 
the 2023 Notes at 101% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any, to the date of such repurchase.

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7  Creditors continued
The £250 million 2023 Notes as well as the £250 million 2021 Notes will rank pari passu in right of payment with the Company’s obligations in 
respect of its subsidiary existing senior credit facilities and its existing £156 million 3.625% 2020 Notes.
All Notes are senior obligations of the Company, guaranteed on a senior basis by its various affiliated companies.
Other amounts due and payable for the accounts shown under “Creditors” are as follows:
Within  
one year
£
After one year 
and within five 
years
£
After more than 
five years
£
March  
2024
£
March  
2023
£
Trade creditors
Suppliers
57,389
–
–
57,389
509,388
Suppliers – Invoices not yet received (Note 7.1)
75,612
–
–
75,612
96,827
133,000
–
–
133,000
606,215
Amounts owed to affiliated undertakings B&M EVR 2* (Note 7.2)
7,366,872
–
–
7,366,872
6,448,923
Other creditors
Tax authorities:
Net wealth tax
4,112
–
–
4,112
4,233
Other taxes
4,567
–
–
4,567
2,517
8,679
–
–
8,679
6,751
Dividends payable
–
–
–
–
–
Other creditors
135,966
–
–
135,966
32,059
Total
7,644,518
–
–
7,644,518
7,093,948
* B&M EVR 2 refers to B&M European Value Retail 2 S.à.r.l.
Note 7.1 The balance of suppliers’ invoices not yet received relates mostly to audit fees.
Note 7.2 Dividend payments in GBP received by the Company on behalf of B&M EVR 2.
8  Other external expenses
March 2024
£
March 2023
£
Advisory and consultancy fees
250,402
331,776
Fees relating to redemption and issue of bond debt
11,876,108
–
Stock exchange fees
226,062
188,643
Accounting and administrative fees
106,764
144,482
Marketing, communication and travel expenses
119,154
167,432
Government regulatory fees
117,244
132,899
Audit fees
91,667
94,518
Legal fees
18,399
–
Rentals
50,613
48,322
Board recruitment expenses
253,344
298,691
Repairs and maintenance
28,597
7,669
Others
12,237
12,494
Total
13,150,590
1,426,926 
The audit fees shown above are parent-only fees. Audit fees paid to members of the KPMG network are disclosed in the consolidated financial statements.
On 23 November 2023, the Group refinanced part of its £400m high yield bond notes (2020). £244m of the bonds were redeemed at 98%, resulting in 
a £4.9m gain on tender of corporate bonds, see note 12. The remaining £156m of the high yield bond notes (2020) have a maturity date of July 2025. 
On the same date, the Group issued £250m of high yield bond notes, maturing in November 2030 with an interest rate of 8.125%. Fees incurred 
totalled £11.9m, including an £8.4m loss related to an interest rate swap derivative. The total fees can be seen in the above breakdown ‘fees relating 
to redemption and issue of bond debt.
9  Staff costs
As at 31 March 2024, the Company employed one part-time employee and one full-time employee (2023: one part-time and one full-time).
Notes to the annual accounts continued

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Strategic Report
Corporate Governance
Financial Statements
10  Other operating expenses
March 2024
£
March 2023
£
Director fees
793,348
677,118
Non-deductible VAT
469,346
161,785
Others
55,025
–
Total
1,317,719
838,903
11  Income from participating interests
March 2024
£
March 2023
£
Derived from affiliated undertakings:
Dividend income (Note 11.1)
350,000,000
360,000,000
Total
350,000,000
360,000,000
Note 11.1 Dividend income relates to dividends distributed by B&M EVR 1.
12  Other interest receivable and similar income
March 2024
£
March 2023
£
Derived from affiliated undertakings (Note 12.1):
Interest recharge
31,299,621
24,767,246
31,299,621
24,767,246
Other interest and similar income:
Gain on tender of corporate bonds
4,889,600
–
Realised foreign exchange gain
282,468
488,309
5,172,068
488,309
Total
36,471,689
25,255,554
Note 12.1 The Company and its UK and Luxembourg affiliates are bound by the terms of a Management Services Agreement (”MSA“). Included in the 
provisions of this MSA is the right for the Company to charge or be charged with interest on any intercompany balances held with affiliates outside 
of Luxembourg (”interest recharge“). The basis for the interest recharge is the outstanding balance per management accounts at the start and end of 
each month, and the marginal external rate of borrowing available to the Group as reviewed by management on at least quarterly basis.
13  Interest payable and similar expenses
March 2024
£
March 2023
£
Other interest and similar expenses:
Interest expense on bonds payable
28,539,341
24,250,000
Realised foreign exchange loss
164,312
847,950
Total
28,703,653
25,097,950
14  Taxation
The Company is subject to the general tax regulation applicable to all Luxembourg commercial companies.
An assessment of the potential exposure to Pillar Two income taxes under Luxembourg law of 23 December 2023 has been performed based upon 
the most recent Company’s county-by-country reporting and the relevant financial statements of each of the constituents of the Group. The tax rates 
in all the jurisdictions in which the Group operates are above 15%.
15  Off balance sheet commitments and contingencies
As at the balance sheet date, the Company has financial commitments relating to i) share option plans and ii) pledge agreements. The nature and 
the commercial objective of the operations not disclosed on the balance sheet can be described as follows:
Acting on the basis of article 5.2 of the Articles, and in accordance with the terms of the various incentive schemes in place, including the Restricted 
Stock Awards Plan and Long-Term Incentive Plan (LTIP), the Board of Directors of the Company issued new shares to Directors and employees of the 
Group during the financial year ended 31 March 2024. The newly issued shares totalling 937,161 in aggregate with a nominal value of 10 pence per 
share, were paid out of carried forward earnings of the Company and the Articles of the Company were amended accordingly.
The Company also acts as a guarantor for the senior credit facilities of its affiliated companies.

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15  Off balance sheet commitments and contingencies continued
Note 15.1 Share option plans
The Company operates the following open share option plans. The details of which are as follows:
1.	 The B&M European Value Retail S.A. Long-Term Incentive Plan 2018, LTIP 2018A
2.	 The B&M European Value Retail S.A. Long-Term Incentive Plan 2019, LTIP 2019A
3.	 The B&M European Value Retail S.A. Long-Term Incentive Plan 2020, split into two; (i) LTIP 2020A, (ii) LTIP 2020/B1
4.	 The B&M European Value Retail S.A. Long-Term Incentive Plan 2021, split into two; (i) LTIP 2021A, (ii) LTIP 2021/B1
5.  	The B&M European Value Retail S.A. Long-Term Incentive Plan 2022, split into three; (i) LTIP 2022A, (ii) LTIP 2022/B1 (iii) LTIP 2022/B2
6.  	The B&M European Value Retail S.A. Long-Term Incentive Plan 2023, split into two; (i) LTIP 2023A, (ii) LTIP 2023/B1
7.  	The B&M European Value Retail S.A. Deferred Benefit Share Plan 2020 (DBSP 2020)
8.  	The B&M European Value Retail S.A. Deferred Benefit Share Plan 2021 (DBSP 2021)
9.  	The B&M European Value Retail S.A. Deferred Benefit Share Plan 2022 (DBSP 2022)
10.	The B&M European Value Retail S.A. Deferred Benefit Share Plan 2023 (DBSP 2023)
11.	 The B&M European Value Retail S.A. Buy-out awards 2022, split into two; (i) Buy-out Nov-23, (ii) Buy-out Nov-24
LTIP
These awards are ordinary shares subject to a mixture of market based and non-market-based performance conditions. They vest after a period of 
three years.
LTIP 2018A, LTIP 2019A, LTIP 2020A, LTIP 2021A, LTIP 2022A and LTIP 2023A have been separated into two tranches based upon the conditions required 
for vesting, as the two tranches were calculated to have separately identifiable and different fair values. The tranches are labelled ”TSR“ and ”EPS“ 
as the relevant key performance conditions are based upon total shareholder return and earnings per share. These LTIP schemes all have a holding 
period of two years after the shares have vested. The other LTIP schemes do not have this feature.
All schemes awarded have additional options granted to holders for each dividend paid by the Company whilst the options are held. These dividend grants 
are equivalent to the amount of new shares they could have bought with the dividend that would have been due to them had they held the actual shares.
The options were valued using a Monte Carlo method. All LTIP options have a nil exercise price.
Scheme/Tranche
Date of grant
Date of vesting
Fair value  
of option  
£
Number of 
options
outstanding at 
31 March 2023
Number of 
options granted/
(forfeited
or lapsed) in the 
year
Number of 
options exercised 
in the year
Number of 
options
outstanding at 
31 March 2024
LTIP 2018A/EPS
22 Aug 2018
22 Aug 2021
4.09
297,452
5,138
(302,590)
–
LTIP 2018A/TSR
22 Aug 2018
22 Aug 2021
2.40
230,321
3,978
(234,299)
–
LTIP 2019A/EPS
22 Aug 2019
22 Aug 2022
3.61
293,188
19,395
–
312,583
LTIP 2019A/TSR
22 Aug 2019
22 Aug 2022
2.51
293,188
19,395
–
312,583
LTIP 2020A/EPS
30 Jul 2020
30 Jul 2023
4.64
185,124
12,245
–
197,369
LTIP 2020A/TSR
30 Jul 2020
30 Jul 2023
4.09
185,124
12,245
–
197,369
LTIP 2021A/EPS
3 Aug 2021
3 Aug 2024
5.60
251,037
(59,247)
–
191,790
LTIP 2021A/TSR
3 Aug 2021
3 Aug 2024
3.54
251,037
(59,247)
–
191,790
LTIP 2022A/EPS
17 Nov 2022
17 Nov 2025
3.86
327,851
21,686
–
349,537
LTIP 2022A/TSR
17 Nov 2022
17 Nov 2025
1.24
327,851
21,686
–
349,537
LTIP 2023A/EPS
1 Aug 2023
1 Aug 2026
5.48
–
235,204
–
235,204
LTIP 2023A/TSR
1 Aug 2023
1 Aug 2026
4.09
–
235,204
–
235,204
LTIP 2020/B1
30 Jul 2020
30 Jul 2023
4.63
302,339
1,972
(304,311)
–
LTIP 2021/B1
3 Aug 2021
3 Aug 2024
5.60
257,138
(6,004)
–
251,134
LTIP 2022/B1
3 Aug 2022
3 Aug 2025
4.37
408,264
(27,402)
–
380,862
LTIP 2022/B2
15 Dec 2022
15 Dec 2025
4.12
3,809
252
–
4,061
LTIP 2023/B1
1 Aug 2023
1 Aug 2026
5.48
–
387,478
–
387,478
LTIP 2019A and LTIP 2020A have vested and are in a two-year holding period.
None of the outstanding options are available for immediate exercise as at 31 March 2024.
Notes to the annual accounts continued

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Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
Assumptions
The fair valuing exercise uses several assumptions, including those given in the table below.
Scheme/Tranche
Risk-free
rate
Expected life
(years)
Volatility
Dividend  
yield
LTIP 2018A/EPS
0.97%
5
29%
N/A
LTIP 2018A/TSR
0.97%
5
29%
N/A
LTIP 2019A/EPS
0.37%
5
31%
N/A
LTIP 2019A/TSR
0.37%
5
31%
N/A
LTIP 2020A/EPS
-0.11%
5
48%
N/A
LTIP 2020A/TSR
-0.11%
5
48%
N/A
LTIP 2021A/EPS
0.23%
5
37%
N/A
LTIP 2021A/TSR
0.23%
5
37%
N/A
LTIP 2022A/EPS
3.16%
5
31%
N/A
LTIP 2022A/TSR
3.16%
5
31%
N/A
LTIP 2023A/EPS
4.75%
5
32%
N/A
LTIP 2023A/TSR
4.75%
5
32%
N/A
LTIP 2020/B1
-0.12%
3
39%
N/A
LTIP 2021/B1
0.12%
3
42%
N/A
LTIP 2022/B1
1.75%
3
32%
N/A
LTIP 2022/B2
1.75%
3
32%
N/A
LTIP 2023/B1
4.77%
3
31%
N/A
DBSP
The Deferred Benefit Share Plan (DBSP) is a holding scheme where a portion of the Executive Directors annual bonus is deferred into a share option 
holding scheme where the options are held for three years before they can be exercised.
As such these are valued at the portion of the bonus which has been deferred. This scheme also attracts the additional dividend related grants as 
detailed above for the post 2018 LTIP schemes.
All DBSP options have a nil exercise price.
Scheme/Tranche
Date of  
grant
Date of  
vesting
Fair value  
of option  
£
Number of 
options 
outstanding at 
31 March 2023
Number of 
options granted 
/(forfeited or 
lapsed) in the year
Number of 
options  
exercised  
in the year
Number of 
options
outstanding at 
31 March 2024
DBSP 2020
17 Jun 2020
17 Jun 2023
N/A
59,673
1,031
(60,704)
–
DBSP 2021
4 Jul 2021
4 Jul 2024
N/A
97,885
6,474
–
104,359
DBSP 2022
8 Jun 2022
8 Jun 2025
N/A
304,382
20,135
–
324,517
DBSP 2023
13 Jun 2023
13 Jun 2026
N/A
–
165,640
–
165,640
Buy-out awards
The buy-out awards relate to schemes awarded to Executive Directors relating to the buy-out of share schemes which previously were held with their 
prior employer. Two such schemes were awarded in November 2022, both time limited; Buy-out Nov-23 vested and was fully exercised in November 
2023 and Buy-out Nov-24 is due to vest in November 2024.
These schemes are valued at an amount agreed by the remuneration committee upon their award and all buy-out Awards have a £nil exercise price.
Scheme/Tranche
Date of grant
Date of vesting
Fair value  
of option  
£
Number of 
options
outstanding at 
31 March 2023
Number of 
options granted/
(forfeited
or lapsed) in the 
year
Number of 
options exercised 
in the year
Number of 
options
outstanding at 
31 March 2024
Buy-out Nov-23
16 Nov 2022
16 Nov 2023
N/A
34,330
927
(35,257)
–
Buy-out Nov-24
16 Nov 2022
16 Nov 2024
N/A
34,330
2,271
–
36,601
In accordance with Luxembourg GAAP, as long as the option holders have not exercised their rights, the related amounts are reported as off-balance 
sheet commitments.
Note 15.2 Pledge agreements
Pursuant to a share pledge agreement dated (and effective as of) 14 July 2020, all shares and related assets owned from time to time in B&M EVR 
1 by the Company and, in particular, the 198,916,673 shares owned as of 31 March 2024 and any shares acquired by the Company in the future and 
related assets, are pledged in favour of Deutsche Bank AG, London Branch, as security agent, acting for itself and as security agent for and on behalf 
of the Secured Parties, in relation of the issuance of the Bonds (note 7).

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16  Directors emoluments
Director fees payable to the Independent Non-Executive Directors of the Company are paid in GBP and subject to withholding tax in Luxembourg at 
the rate of 20%.
The contractual emoluments paid to the Non-Executive Directors of the Company are as follows:
March 2024
£
March 2023
£
Director fees paid to the Non-Executive Directors of the Group
782,632
747,042
782,632
747,042
There were and there are no obligations arising or entered into in respect of retirement pensions for former members of those bodies.
There were no advances or loans granted during this financial year to the members of those bodies.
There are no guarantees or direct substitutes granted or given to the members of those bodies.
Executive Directors are remunerated through other Group companies.
17  Subsequent events
On 29 May 2024, shareholders appointed Nadia Shouraboura as a further Independent Non-Executive Director to the Board of Directors of the 
Company, with immediate effect and until the Annual General Meeting to be held on 23 July 2024. Nadia’s CV is included in the annual management 
report for the financial year ended March 2024. 
On 4 June 2024, the Group’s Nomination Committee and Board of Directors agreed that Tiffany Hall be proposed as the successor to Peter Bamford 
in the role as Chair of the Board of Directors. As such, Peter Bamford does not intend to stand for re-election at the AGM in July 2024.
No other matters or circumstances of importance other than those already described in the present notes to the accounts have arisen since the end 
of the financial year which could have significantly affected or might significantly affect the operations of the Company, the results of those operations 
or the affairs of the Company.
The financial statements were approved by the Board of Directors and authorised for issue on 4 June 2024 and signed on its behalf by:
Alejandro Russo
Michael Stefan Schmidt
Chief Executive Officer
Chief Financial Officer
Notes to the annual accounts continued

163
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Annual Report and Accounts 2024
Strategic Report
Corporate Governance
Financial Statements
Notes

164
B&M European Value Retail S.A. 
Annual Report and Accounts 2024
Notes

Registered Office & Company Number
B&M European Value Retail S.A. 
3, rue Gabriel Lippmann, L-5365 
Munsbach, Schuttrange, 
Grand-Duchy of Luxembourg 
Tel: +352 246 130 208 
www.bandmretail.com
Registrars
Banque Internationale à Luxembourg S.A.
69, Route d’Esch
L-2953 Luxembourg
Tel: +352 4590 5000
www.bil.com
Central Securities Depositary
LuxCSD S.A.
42, Avenue J-F Kennedy
L-1855 Luxembourg 
Grand-Duché de Luxembourg
www.luxcsd.com
Listing 
The ordinary shares of B&M European Value 
Retail S.A. are listed with a premium listing on 
the London Stock Exchange.
Auditor
KPMG Audit S.à r.l.
39, Avenue John F. Kennedy
L-1855 Luxembourg
Tel: +352 22 51 51 1 
www.kpmg.com/lu
Joint Brokers
BofA Securities
2 King Edward Street
London EC1A 1HQ
Tel: +44 (0)20 7628 1000
www.baml.com
BNP Paribas 
10 Harewood Avenue
London NE1 6AA
Tel: +33 1 42 98 10 00
www.securities.cib.bnpparibas.com
Principal Bankers
Barclays Bank PLC
Corporate Directory

©2024. All rights reserved. B&M and the B&M logo are registered trademarks.
B&M European Value Retail S.A.
3, rue Gabriel Lippmann, 
L-5365 Luxembourg
Grand-Duchy of Luxembourg
R.C.S. Luxembourg: B 187275
www.bandmretail.com