Eurocell plc Annual Report 2024

FY2024 Annual Report · Eurocell plc
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Annual Report  
and Accounts 
2024

Revenue 
£357.9m
 -2%
(2023: £364.5m)
Gross Margin 
52.6%
 490bps
(2023: 47.7%)
Profit Before Tax 
£13.8m
 £2.1m
(2023: £11.7m)
Adjusted Profit 
Before Tax1
£20.0m
 £4.8m
(2023: £15.2m)
Adjusted Basic 
Earnings Per Share1 
14.4p
 3.4p
(2023: 11.0p)
Basic Earnings  
Per Share
9.8p
 1.2p
(2023: 8.6p)
Operating Profit 
£16.6m
 £1.7m
(2023: £14.9m)
Adjusted Operating Profit1
£22.8m
 24%
(2023: £18.4m)
2024 HIGHLIGHTS
We have a clear purpose that shapes  
our strategic decisions
	See our strategy in action on pages 14 to 21
Creating sustainable 
building solutions for 
the trade of today,  
the homes of tomorrow 
and the environment 
of the future
	Learn about our progress on our 
sustainability goals on pages 22 to 39
	Understand our customer growth 
initiatives on pages 16 and 17
WELCOME
Strategic Report
Corporate Governance
Financial Statements
Eurocell plc  Annual Report and Accounts 2024
01
CONTENTS
Strategic Report
Our Business at a Glance......................................................... 02
What We Do............................................................................ 04
Chair’s Statement..................................................................... 06
Market Overview...................................................................... 08
Chief Executive’s Review.......................................................... 10
Our Strategy............................................................................ 14
Sustainability Report................................................................ 22 
Task Force On Climate-related Financial Disclosures................ 40
Chief Financial Officer’s Review................................................ 52
Risk Management.................................................................... 56
Principal Risks and Uncertainties.............................................. 58
Viability Statement.................................................................... 63
Corporate Governance
Board of Directors.................................................................... 64
Executive Committee............................................................... 66
Letter from the Chair ............................................................... 67
Corporate Governance Statement ........................................... 68
Nomination Committee Report ................................................ 77
Audit and Risk Committee Report ........................................... 82
Social Values and ESG Committee Report............................... 88
Directors’ Remuneration Report............................................... 90
Directors’ Report.....................................................................112
Statement of Directors’ Responsibilities...................................116
Financial Statements
Independent Auditors’ Report.................................................118
Consolidated Statement of Comprehensive Income............... 126
Consolidated Statement of Financial Position......................... 127
Consolidated Cash Flow Statement....................................... 128
Consolidated Statement of Changes in Equity........................ 129
Notes to the Consolidated Financial Statements.................... 130
Company Statement of Financial Position.............................. 164
Company Statement of Changes in Equity............................. 165
Notes to the Company Financial Statements.......................... 166
Company Information............................................................. 173
	View the latest results online at 
investors.eurocell.co.uk
Net Debt 
£62.5m
 £4.3m
(2023: £58.2m)
1	 Adjusted measures are stated before non-underlying items 
and the related tax effect (see page 52). We use alternative 
performance measures to assess business performance 
and they are provided here in addition to statutory measures 
to help describe the underlying results of the Group.
Pre-IFRS 16  
Net Debt
£3.1m
 -£3.5m
(2023: Net Cash £0.4m)

Our core strengths
Underpinned by our values 
	See how our branch network is evolving through 
our Strategy report on pages 19 and 20
	Read more about our culture on pages 27 to 29
	Read about our sustainable goals on page 24
Strategic Report
Corporate Governance
Financial Statements
Eurocell plc  Annual Report and Accounts 2024
Eurocell plc  Annual Report and Accounts 2024
02
03
Strategic Report
Corporate Governance
Financial Statements
Eurocell plc  Annual Report and Accounts 2024
Eurocell plc  Annual Report and Accounts 2024
02
03
Nationwide  
Branch Network
We distribute our foam profile products (such as roofline, 
facias and soffits) and entrance doors, along with a range 
of third-party products, via our nationwide network of over 
200 branches. 
Our Branch Network sells windows, made by our fabricator 
partners using our manufactured window profile.
212
Number of branches  
at 31 December 2024
State-of-the-art 
distribution centre
We operate a state-of-the-art central warehouse, 
with cantilever racking and mobile platform picking, 
plus a fleet of 250 road vehicles.
260,000sq ft
Bespoke state-of-the-art  
warehouse
We operate a vertically integrated business 
model with a differentiated customer proposition 
for fabricators, installers, housebuilders, 
and small independent builders.
OUR BUSINESS  
AT A GLANCE
We are the UK’s market-leading manufacturer, 
distributor and recycler of innovative 
PVC window, door and roofline products.
Recycling at the 
heart of operations
Our two recycling facilities produce materials, which are  
used to generate brand new extruded rigid PVC profiles.
We recycle factory offcuts and old windows that have 
been replaced with new, into reusable raw materials for 
our manufacturing process, putting recycling at the heart 
of our operation.
Manufacturing 
expertise
Our centrally located facilities manufacture PVC profile for use 
in building products such as windows (rigid profile) and roofline 
(foam profile), using raw materials including PVC resin and 
recycled materials produced in our own plants. 
We have specialist manufacturing sites for secondary 
operations, including foiling, conservatory roofs, entrance doors 
and injection moulding products, along with a technical centre 
for innovation and product development.
50 years
PVC extrusion knowledge  
and expertise
32%
Proportion of recycled  
material used in extrusion

Strategic Report
Corporate Governance
Financial Statements
Eurocell plc  Annual Report and Accounts 2024
Eurocell plc  Annual Report and Accounts 2024
04
05
Strategic Report
Corporate Governance
Financial Statements
Eurocell plc  Annual Report and Accounts 2024
Eurocell plc  Annual Report and Accounts 2024
04
05
Fascias, Soffits and Trims
Cladding
Fencing
Rainwater and Drainage
Sealants and Cleaners
Composite Decking
Windows
Entrance Doors
Extended Living Products  
(garden rooms and extensions)
Conservatories and  
Conservatory Roofs
10%
10%
80%
  Window profile 
  Doors 
  Roofs
Branch Network Division
30%
45%
  Manufactured products
  Traded goods
  Made-to-order
25%
Branch Network Division  
– product mix (%)
Manufactured products
Made-to-order products
Traded goods
Customer base
•	 Window and roofline installers
•	 Small and independent builders 
•	 Nationwide maintenance 
companies
•	 Independent wholesalers  
(roofline only).
WHAT WE DO
We operate our business through two divisions that 
reflect the principal routes to market for our products. 
Profiles Division
Product range
Profiles Division  
– product mix (%)
Window and Door Profile  
(rigid profile)
Patio Doors
Bi-fold Doors
Composite and PVC Entrance Doors 
(Vista Doors brand)
MARKET-LEADING 
PRODUCTS
Conservatory Roofs
Customer base
Cavity Closers
Injection Moulding Products  
(S&S Plastics brand)
Third-party window and door 
fabricators:
•	 Trade frame fabricators: supply 
finished products to tradesmen or 
small retail outlets 
•	 New build fabricators: supply and 
install products for housebuilders 
•	 Commercial fabricators: supply 
and install products for office spaces 
and education facilities. 
Fabricators have production  
facilities which are customised to the 
window or door system they make. 
We form strong partnerships with 
our fabricators creating a stable and 
loyal customer base.

Strategic Report
Corporate Governance
Financial Statements
Eurocell plc  Annual Report and Accounts 2024
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Strategic Report
Corporate Governance
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Eurocell plc  Annual Report and Accounts 2024
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06
The recent acquisition of Alunet is a highly 
complementary fit for Eurocell, reflecting 
the growth of aluminium fabrication 
for windows and doors in the market. 
The acquisition protects our leadership 
position in fenestration by expanding the 
Group’s aluminium offering, with a wider 
range of products and ownership of our 
own aluminium system, and improves 
our offering in composite doors. The 
Alunet team will strengthen the Group’s 
management and I am delighted to 
welcome all 200 Alunet employees to  
the Eurocell Group.
The Chief Executive’s Review includes 
an update on progress with our key 
strategic initiatives. 
The £15 million share buyback programme 
which commenced in January 2024 is now 
complete and the Board has taken the 
decision to launch a new share buyback  
of up to £5 million.
Strategy and acquisition of Alunet
At the beginning of 2024 we launched 
our new strategy, which identified a 
pathway to building a £500 million revenue 
business, generating a 10% operating 
margin, over a five-year period. The Board 
is pleased with the good early momentum 
with our strategic initiatives, which 
supports our confidence in achieving 
this ambitious target.
Board changes and governance
As previously announced, after nine years 
of service, Frank Nelson stepped down 
from the Board following the Annual 
General Meeting (‘AGM’) in May 2024, 
and Kate Allum resigned from the Board 
in July 2024 to pursue other opportunities. 
Alison Littley assumed the role of Senior 
Independent Non-executive Director and 
Chair of the Remuneration Committee. 
I would like to thank Frank and Kate for 
their past contributions to the Group.
I can confirm that as a Board, we are 
committed to the highest standards of 
corporate governance and ensuring 
effective communication with shareholders.
Derek Mapp
Chair
CHAIR’S STATEMENT
The Group has delivered 
a resilient performance with 
adjusted profits in line 
with market expectations 
and ahead of 2023.”
The last twelve months saw the persistence 
of weak macroeconomic conditions and 
declining consumer confidence, leading 
to significant challenges in our markets. 
Against this backdrop, Eurocell launched an 
ambitious five-year strategy and the Group 
delivered a resilient financial performance, 
with adjusted profits in line with market 
expectations and ahead of 2023. 
The progress we are making in the business 
is testament to the commitment, hard work 
and dedication of our teams in every part of 
the Group, and I would like to offer, on behalf 
of the Board, my sincere thanks to them all.
Financial performance
With demand more subdued than 
expected, resulting in revenues 2% 
below 2023, the Board was encouraged 
that our underlying profit expectations 
remained unchanged throughout 2024. 
Adjusted profit before tax was up 32% at 
£20.0 million (2023: £15.2 million), driven 
by proactive gross margin management 
and reduced input costs. 
Reported profit before tax was up 18% 
at £13.8 million (2023: £11.7 million), 
after non-underlying items of £6.2 million, 
including the costs of our major business 
system replacement project, which 
remains on track for completion by mid-
2026. See Chief Financial Officer's Review 
for full details of non-underlying items. 
Adjusted basic earnings per share for the 
year were 14.4 pence (2023: 11.0 pence) 
and reported basic earnings per share 
were 9.8 pence (2023: 8.6 pence).
The business continued to generate solid 
cash flows, which supported completion 
of a £15 million share buyback programme 
launched in January 2024. Pre-IFRS 
16 net debt at 31 December 2024 was 
£3.1 million (31 December 2023: net cash 
£0.4 million). We have a strong balance 
sheet and good liquidity, which enabled us 
to fund the acquisition of Alunet in March 
2025 primarily from our existing debt facility.
Capital allocation
The Board is committed to driving 
shareholder returns through a combination 
of a progressive ordinary dividend and 
supplementary distributions (currently 
via share buybacks) where appropriate, 
whilst always seeking to maintain a strong 
financial position. 
The Board proposes a final dividend of 
3.9 pence per share, which results in total 
dividends for the year of 6.1 pence per 
share (£6.3 million), up 10% compared  
to 2023 (5.5 pence per share).
Derek Mapp
Chair
Eurocell plc  Annual Report and Accounts 2024

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Corporate Governance
Financial Statements
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09
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Financial Statements
Eurocell plc  Annual Report and Accounts 2024
Eurocell plc  Annual Report and Accounts 2024
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2022
2023
2024E
2025F
2026F
-14%
8%
-9%
6%
11%
GDP Growth1
Bank of England base rates (at 31 December)1
2022
4.8%
0.4%
2023
0.9%
2024E
1.6%
2025F
2.0%
2026F
1	 Source: CPA Construction Industry Forecasts 
(central scenario – published January 2025).
Private RMI
c.85%
Proportion of Eurocell revenue
•	 Consumer confidence 
Macroeconomic factors, including 
unemployment levels, influence consumers’ 
appetite for large discretionary spend
•	 Focus on the home 
Although moderated from post-pandemic 
highs, the focus on improving living 
spaces, and developing home offices, 
drives demand for conservatories, garden 
rooms and simple extensions.
Our response
•	 Optimise our branch network through  
a programme of estate transformation, 
including new branches and 
relocations, supported by enhanced 
site‑selection methodology
•	 Develop our customer offering for the 
Branch Network, including increased sales 
of windows and doors
CPA market growth projections and 
their rationale
Private housing RMI output is expected 
to grow by 3% in 2025 and 4% in 2026, 
after a fall of 4% last year. These growth 
rates remain unchanged from the Autumn 
forecasts. The CPA assumes real wage 
growth and interest rate reductions, 
plus positive house price inflation and a 
willingness to invest savings back into the 
home, will fuel increased home improvement 
projects in H2 2025 and on into 2026. 
However, they acknowledge that consumer 
confidence and willingness to spend 
following the recent cost-of-living pressures 
remains a challenge.
Market drivers
•	 Improve vs move 
Property prices, housing supply and 
moving costs affect whether homeowners 
improve their homes rather than move. 
The UK’s ageing housing stock should 
also drive RMI demand
•	 Disposable income 
Inflation, real wage growth and mortgage 
interest rates affect disposable income for 
repairs and maintenance
•	 Become the homeowner’s choice for 
extended living spaces through products 
such as garden rooms, extensions and 
roof lanterns, supported by our Select 
installer scheme
•	 Leverage our website, plus increased 
investment in digital technology to 
drive incremental e-commerce sales, 
generate homeowner leads, attract new 
trade accounts and drive traffic to our 
branch network
•	 Protect our Profiles trade fabricator 
business and maintain our value-added 
service propositions that support 
our customers
•	 Customer-centric approach to new 
product development
•	 A solid reputation within the industry 
that creates loyal trade fabricator 
partner advocates.
Private Housing RMI growth1
-20%
-10%
0%
10%
20%
30%
40%
New Build
c.10%
Proportion of Eurocell revenue
CPA market growth projections 
and their rationale
Private housing (new build) output is now 
forecast to grow by 6% in 2025 and 8% in 
2026, after a fall of 9% last year. The 2025 
forecast has been revised downwards 
slightly since the Autumn, with a recovery in 
new build now expected to be a little later 
due to lower economic growth and higher 
than previously forecast mortgage rates. 
Similarly, the 2026 forecast was revised 
slightly upwards.
Market drivers
•	 Housing supply 
Structural deficit in new house building, 
compared to government targets
•	 Government incentives 
Although the deliverability and pace of the 
government’s targets is yet to be proven, 
the policy direction is positive 
•	 Housebuilders’ plots 
Housebuilders have a strong pipeline 
of plot builds but uncertainty exists 
regarding starts/completions/targets
•	 Homeowner demand 
Rising rental costs and the enduring 
desire to own your own property drive 
home ownership, and this is expected 
to be supported by the projected 
reductions in the cost of borrowing
•	 Buyer incentives 
‘Share ownership’ schemes, although 
subject to eligibility, and ‘Right to Buy’ 
schemes in the public sector, make home 
ownership more affordable and accessible.
Our response
•	 Protect our Profiles new build 
fabricator business and maintain the 
value-added service propositions that 
support our customers
•	 Address the growing trend towards 
aluminium fabrication in fenestration 
through the acquisition of Alunet
•	 Leverage our strong proposition with 
national housebuilders in the regional  
new build market
•	 Provide a fit-for-purpose solution 
to address the Future Homes 
Standard regulations
•	 Continue proactive engagement with  
our customer base regarding sustainable 
product development
•	 Provide a sector-leading technical  
support service
•	 Leverage our ESG credentials, including 
our market-leading recycling operations.
2022
2023
2024E
2025F
2026F
-10%
0%
10%
20%
30%
Private Housing growth1
4%
3%
-4%
13%
7%
MARKET OVERVIEW
GOOD POTENTIAL 
TO OUTPERFORM  
MARKET FORECASTS
Whilst current market 
conditions are challenging, 
we have good potential to 
outperform market forecasts 
over the medium term.
5%
10%
85%
Eurocell market by revenue %
CPA Construction Industry 
Forecasts (2023–25)
The market growth estimates of the 
Construction Products Association (‘CPA’), 
provide informative baseline indicators of 
the markets we operate in. The data and 
graphs on the following pages summarise 
the CPA forecasts published in January 
2025 for our key markets, together with 
a summary of the current drivers in these 
markets and our response.
6%
0%
1%
5%
4%
3%
2%
1%
0%
2%
3%
4%
5%
2022
3.5%
2023
5.25%
2024E
4.75%
2025F
4.0%
2026F
3.5%
The level of UK economic activity, 
in particular the state of the repair, 
maintenance and improvement (‘RMI’) 
and new build housing markets, are 
important drivers of our performance.
UK economic forecasts
GDP and interest rate trends are expected to be slightly positive over the 
next two years, although the growth is unlikely to be as early, or as fast, 
as anticipated back in mid-2024.
  RMI 
  New build 
  Commercial (new build & RMI)
1	 Source: CPA Construction Industry Forecasts 
(central scenario – published January 2025).

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Strategy
At the beginning of 2024 we launched our 
ambitious new strategy, which reset our 
objectives for the business. We identified 
a pathway to building a £500 million 
revenue, £50 million operating profit 
business, generating a 10% operating 
margin, over the five-year period to 
December 2028. Our strategy is built 
around four pillars: Customer Growth, 
Business Effectiveness, People First 
and ESG Leadership. The following 
paragraphs summarise these pillars 
and the initiatives which support them, 
together with our early progress, which 
has been encouraging. 
Customer Growth
Our aim is to become the trade customer’s 
preferred choice in all markets and 
segments where we operate. We believe 
the biggest opportunity for growth 
is expansion of the branch network, 
including the sale of windows and doors 
plus our extended living spaces range, 
underpinned by an increased investment in 
digital marketing, to raise awareness of our 
products and home improvement solutions 
and acquire new customers.
Branch Network
We estimate that the optimum Branch 
Network size is at least 250 sites, which 
was confirmed in 2024 through modelling 
and analysis work with our location 
planning partner. This work identified an 
additional c.50 priority locations. 
We opened 2 branches in Q4 2024 and 
ended the year with 212 sites in operation. 
We expect to open at least 7 branches in 
2025, primarily in the South of England, 
and plan to add c.30 new sites over the 
next four years. 
We will supplement the opening 
programme with several branch 
relocations, where the current site is 
sub-optimal in terms of size or location, 
and therefore a constraint to our growth 
objectives. Relocations of our Staples 
Corner and Greenford branches to a 
new site in Wembley, plus our Dewsbury 
branch, were completed in 2024. 
New branches and relocations include 
a refreshed branch exterior and are 
supported with strong pre-opening 
recruitment and marketing campaigns. 
Operational performance
Production
Manufacturing performance was 
impacted by skilled labour shortages and 
unscheduled downtime caused by power 
outages and equipment breakdowns. 
In July we recruited a new Head of 
Manufacturing, who has stabilised output 
through process improvements and 
preventative maintenance. We are also 
engaging with providers of back-up power 
solutions to mitigate against the impact 
of unexpected power outages. We have 
a programme of initiatives to drive further 
operational improvements (see Business 
Effectiveness on the following page) 
and expect these benefits to start to 
materialise in 2025.
Recycling
We are the leading UK-based recycler 
of PVC windows, saving the equivalent 
of c.3 million window frames from landfill 
each year. We maintained our use of 
recycled materials in production at 32%, 
level with 2023, driving lower carbon 
emissions and cost savings compared 
to the use of virgin material. 
Recycling feedstock purchase prices 
peaked in 2023 but are now lower, 
reflecting the action we have taken to 
secure additional sources of supply.
Furthermore, we are finding more ways 
to minimise and utilise the waste product 
generated by our plants and expect to 
progressively reduce the amount sent to 
landfill over time.
Health and safety
The safety and well-being of our 
employees, contractors and branch 
customers is our number one priority. 
Health and safety is the first agenda 
item for key internal meetings. We have 
enhanced the reporting of near misses  
and unsafe acts and conditions as part  
of a proactive approach to risk 
management, with the aim of reducing  
the likelihood of future workplace injuries. 
This, when combined with the effective 
and timely implementation of corrective 
and preventive action, supports our 
positive and improving safety culture. 
Following good safety results in 2023, 
we have delivered another improved 
performance in 2024. Our Lost Time Injury 
Frequency Rate (‘LTIFR’) was 4.1 in 2024, 
compared to 5.7 in 2023. 
Windows and Doors
With our initiative to sell more windows 
and doors through the network, our target 
is to fill at least 50% of the available spare 
capacity in the estate over the five-year 
period, which equates to incremental 
annual sales of c.£35 million.
Following encouraging early results, 
we accelerated the site roll-out plan to 
end 2024 with 91 branches live on the 
programme. These branches delivered 
incremental window and door sales of 
£2.4 million in 2024. We plan to complete  
a progressive roll-out across the remaining 
network in 2025. 
In 2024, in addition to the site roll-out, we 
focused on building up a dedicated supply 
chain to support the needs of the whole 
network. The project provides incremental 
growth opportunities for our fabricator 
partners, and we are working with them 
to secure additional capacity.
Extended living spaces
Extended living comprises garden rooms 
and extensions. We are leveraging a  
strong customer proposition and intelligent  
data-driven marketing to drive growth in 
these products. Based on encouraging 
progress so far, we are targeting 
incremental annual garden room and 
extension sales of c.£30 million over the 
five-year period.
Since launching the garden room range 
three years ago, we have built a strong 
market presence. In 2024, we delivered 
sales of £8.8 million (2023: £4.4 million), 
supported by the introduction of four new 
designs, and are well placed to capture 
further growth in 2025.
We launched our extensions range at 
the end of 2023, using modern methods 
of construction that join together in an 
innovative kit form, to create a cost-effective, 
energy-efficient building solution for 
homeowners looking to convert or extend 
their properties, with installation times of 
weeks rather than months. We sold over 
30 extensions in 2024 with a value of 
£1.0 million, in line with our plans,  
and enquiry levels are growing steadily. 
CHIEF EXECUTIVE’S 
REVIEW
Eurocell plc  Annual Report and Accounts 2024
Against a tough market 
backdrop, we delivered 
strong profit growth and 
promising progress on all 
our strategic initiatives.”
Trading conditions in our key markets 
remained subdued, with challenging 
macroeconomic conditions and 
weak consumer confidence, further 
compounded by uncertainty following the 
Autumn Budget and high interest rates, 
impacting activity levels in both the repair, 
maintenance and improvement (‘RMI’) 
and new build housing markets. 
However, we continued to focus on 
proactively managing costs and cash 
flow, and notwithstanding the market 
environment, delivered profits for the year 
in line with market expectations and well 
ahead of 2023. 
Further details of our financial and 
operating performance, together with 
an update on the early progress with 
implementation of our five-year strategy, 
which has been encouraging, plus the 
acquisition of Alunet in March 2025, 
are set out below.
Financial results
Sales for the year were £357.9 million, 
down 2% on 2023, with volumes 1% lower. 
Adjusted profit before tax was 
£20.0 million, up 32% on 2023, driven 
by lower raw material and electricity 
costs, partially offset by the effect of 
lower volumes, competitive pressure 
on selling prices in the branches and 
higher overheads, which include labour 
cost inflation and investment to generate 
momentum in our strategic initiatives. 
Net cash generated from operations was 
£44.2 million, reflecting a continued focus 
on cash management. This compares to 
net cash generated from operations of 
£52.8 million in 2023, which included a 
reduction in stocks of c.£13 million. 
Further information on our financial 
performance is included in the Chief 
Financial Officer’s Review.
Darren Waters
Chief Executive

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Key priorities for employee engagement 
include a new internal communications 
framework, colleague forums and stepping 
up community and charity work. In 
2024 we completed our first externally 
administered employee engagement 
survey, with plans developed in response 
to findings. 
Effective talent management includes talent 
development, succession planning and  
an increasing use of apprenticeships.  
We intend to launch a revised apprenticeship 
offer and a new leadership development 
framework, affiliated to the Institute of 
Leadership and Management.
ESG Leadership
Our ambition is to be seen as a leading 
responsible company. Eurocell is already 
a leader in PVC recycling, which prevents 
millions of old windows being sent to 
landfill. Looking ahead, we aim to excel 
in all areas of ESG. 
We are working with CEN Group, a 
specialist ESG consultancy, to support 
the development of our ESG strategy and 
improve our ESG data and disclosures. 
In 2024, we completed the work to 
determine a path to reach Net Zero by 
2045. We have now submitted our targets 
to the Science Based Targets initiative 
(‘SBTi’) for independent verification and 
published our Transition Plan.
In 2025, we intend to progress 
decarbonisation initiatives in line with 
the Transition Plan. For Scope 1 and 
2, the critical actions are increasing the 
proportion of renewable electricity we use, 
plus beginning the work to decarbonise 
our commercial fleet and other company 
vehicles. For Scope 3, our focus is to 
identify paths to increase recycling and 
explore options to increase the use 
of commercially viable lower-carbon 
alternatives to PVC resin over time. 
Acquisition of Alunet
In March 2025, we announced the 
acquisition of Alunet for consideration 
of £29 million on a debt/cash free basis. 
Full financial details of the transaction, 
including the potential for additional 
performance-related payments, are set  
out in the Chief Financial Officer’s Review. 
The acquisition advances Eurocell’s 
strategy, significantly strengthening the 
Group’s position in residential aluminium 
systems and composite doors, and adds 
aluminium garage doors to our portfolio  
of home improvement products. 
For the year ended 31 December 2024, 
Alunet delivered unaudited revenue of 
£43 million and EBITDA of £4.5 million  
(on a pre-IFRS 16 basis). Alunet has 
grown rapidly since its establishment in 
2016 and under Eurocell’s ownership,  
we expect to leverage our leading market 
positions in new build, trade fabrication 
and distribution, to help the business 
reach its full potential.
The Alunet team, led by Chief Executive 
Steve Hudson, will strengthen the 
Group’s management and Steve will 
join our Executive Committee. Alunet 
employs approximately 200 people and 
we are delighted to welcome them all to 
the Group.
Summary and outlook
Our financial performance in 2024 was 
resilient, in the context of trading conditions 
that remained challenging. We delivered an 
increase of 32% in adjusted profit before 
tax, as we continued to proactively manage 
gross margin and benefited from a reduction 
in input cost pricing. Our cash generation 
was solid and our financial position remains 
strong, following completion of a £15m 
share buyback programme.
We invested to generate momentum with 
our strategy, and I am pleased with the 
good early progress we have made across 
a broad range of initiatives. In addition, the 
recent acquisition of Alunet is a compelling 
strategic fit for Eurocell. 
Demand in our core RMI market remains 
sluggish. We have seen some early signs of 
an improving picture in new build housing, 
albeit from a very low base. We will therefore 
continue to focus on cost reduction 
and operational improvements to drive 
efficiencies, to mitigate against the impact of 
a slower market recovery. We are confident 
in delivering another year of good progress 
in 2025, as we continue to execute on our 
growth strategy. The medium and long-term 
growth prospects for the UK construction 
market remain attractive and we are well 
positioned to drive sustainable growth in 
shareholder value.
Darren Waters
Chief Executive
CHIEF EXECUTIVE’S REVIEW CONTINUED
Profiles (fabricators)
In Profiles, following a period of strong 
growth up to 2023, we believe we are now 
the leading supplier of rigid PVC profile to 
the UK market. Our strategy is to protect 
our existing business and maintain our 
value-added service propositions that 
support customers. We will continue 
to leverage our leading position with 
housebuilders and commercial developers 
to ensure we maintain specifications to 
support a robust pipeline of work for our 
fabricator customers. We are recognised 
across the industry as the leading technical 
systems house and will continue to exploit 
this advantage too. 
The windows and doors initiative also 
provides growth opportunities in Profiles, 
as it pulls through increased profile sales 
via fabricator partners and increased 
composite door sales through our 
entrance doors business (Vista Panels).
In addition, as noted on page 13, the 
recent acquisition of Alunet complements 
our proposition to fabricators, by providing 
a one-stop shop for PVC and aluminium 
door and window systems. We have 
already successfully recruited a number 
of existing PVC fabricators who will switch 
to Alunet in 2025, which underpins the 
cross-sell opportunity.
Digital growth
Following the launch of our new website  
in 2023, we have a futureproofed platform 
to build a competitive advantage in the 
online space, and an ambitious digital 
strategy to drive more relevant trade 
customer traffic to our website, as well as 
build homeowner brand awareness and 
become known for our extended living 
spaces range.
In 2024, we invested in our organic web 
traffic growth, increased our digital paid 
media and improved our use of AI to 
support customer targeting. We also 
developed our web proposition with 
extended ranges and initiatives, such as 
one hour click-and-collect. As a result, 
we have grown e-commerce sales, 
driven more homeowner leads to buy 
big ticket items such as garden rooms 
and extensions, and attracted new trade 
accounts to our branches, with 7,800  
new spending accounts added in the year 
(2023: 4,400).
The growth we delivered in windows, 
doors and extended living spaces is 
described on page 11. In addition to 
this, e-commerce sales increased to 
£4.7 million in 2024 (2023: £3.0 million) 
and we are confident that we will achieve 
further progress in 2025.
Business Effectiveness
Our objective is to make Eurocell a 
lean and efficient business. We are 
upgrading our business systems and 
streamlining structures and processes 
to increase efficiencies and improve 
customer experience. Given that the 
near-term market outlook is likely to 
remain challenging, we will prioritise cost 
reduction and operational improvements.
Systems replacement
As previously announced, we are in 
the process of replacing our Enterprise 
Resource Planning (‘ERP’) system, 
including a new trade counter system  
in the branch network. 
We have selected Intact iQ as the new 
trade counter system, to transform 
the way we interact and transact with 
customers in the branches, primarily 
through process simplification (including 
electronic point-of-sale technology). 
We have selected IFS Cloud as our new 
ERP system, to support all other functions 
of the business. IFS comes with built-in 
analytics to facilitate data-driven decisions 
and supports the integration of functions 
which currently operate on standalone 
systems, including customer relationship 
management.
The expected cost of the system 
replacement is in the region of 
£10 million over the 2024-2026 period. 
The implementation is on track and, 
as previously reported, we estimate 
the transition will be completed around 
mid-2026. 
Continuous improvement, 
efficiencies and cost reduction
We are also embedding a continuous 
improvement philosophy, which has 
highlighted opportunities for efficiencies 
in the branch network, manufacturing 
and recycling operations. 
For example, in January 2025, we began  
a restructuring of the Branch Network,  
by removing a layer of regional operational 
management and reducing the size of the 
salesforce. In parallel, we are upskilling 
branch managers, to drive better, faster 
decision making and greater ownership 
for branch performance. We expect to 
complete the restructuring by the end  
of Q1, generating an annualised saving  
of c.£2 million. 
In our manufacturing and recycling 
operations, we intend to pursue 
opportunities to reduce scrap and 
premium labour costs, plus improve 
transport utilisation. 
People First
With the People First pillar, our objective  
is to make Eurocell a great place to work, 
through a relentless focus on health and 
safety, an enhanced employee value 
proposition, improved levels of engagement 
and effective talent management. 
For health and safety, we are focused on 
improving relevant leadership skills and 
providing appropriate safety education. 
We have made good progress, with 
strong safety results delivered in 2024 
as described on page 11.
For our employee value proposition, we are 
developing a wellbeing framework, new 
recognition schemes and better induction 
and onboarding programmes.

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15
OUR STRATEGY
DELIVERING 
VALUE
Strategy at a glance
At the beginning of 2024 we launched our ambitious five-year 
strategy, which reset our objectives for the business.
Our ambition
Our purpose and core values underpin  
our strategy, which is focused on the 
delivery of:
•	 Significant organic growth through the 
transformation of the branch network 
and other commercial initiatives
•	 Operational improvements and footprint 
consolidation
•	 Simplification and digitalisation  
of business processes
•	 The creation of a strong, cohesive 
culture, where people are our priority.
We identified a pathway to building a 
£500 million revenue, £50 million operating 
profit business, generating a 10% operating 
margin, over the five-year period to 
December 2028. 
Overall, we are making good progress with 
the early stages of the strategy and are 
confident that, whilst these are ambitious 
targets, they are achievable.
The strategy is built around four pillars: 
Customer Growth, Business Effectiveness, 
People First and ESG Leadership. 
Pages 15 to 21 summarise the Customer 
Growth and Business Effectiveness pillars 
and the initiatives which support them, 
together with our progress in 2024 and an 
outline of our plans for 2025.
Full details of our progress with all aspects 
of the People First and ESG Leadership 
pillars are set out in the Sustainability 
Report on pages 22 to 39.
Our purpose
Creating sustainable building  
solutions for the trade of today, the homes  
of tomorrow and the environment of the future
Strategic pillars
5-year ambition
£500m
Sales
£50m
Operating profit
10%
Operating margin
1. 
Customer growth
Be the trade customer’s 
preferred choice, in all 
markets and segments in 
which we decide to compete
•	 Branch network
•	 Extended living
•	 Fabricators
•	 Digital growth.
 Pages 16 to 21
2. 
Business effectiveness
Be a lean and efficient 
business that enables agility 
and enhances our profitability 
•	 Operational efficiencies
•	 IT systems and 
digitalisation. 
 Page 15
3. 
People first
Be a great place to  
work, and a great brand  
to invest in 
•	 Health and safety
•	 Engagement
•	 Employee value proposition
•	 Growing talent.
 Pages 25 to 29
4. 
ESG leadership
Earn a reputation  
for being a truly 
responsible company 
•	 Environmental
•	 Path to Net Zero
•	 Circular economy
•	 Waste minimisation.
 Pages 22 to 24
Our core values
Agile
Gritty
Proud
Decent
Strategic Pillar:  
Business effectiveness
Initiative: Upgrade our business systems and streamline 
structures and processes to increase efficiencies and improve 
customer experience
Strategy in action: 2024 progress
Strategy in action: Enterprise Resource Planning (‘ERP’) 
system replacement
•	 Selected Intact iQ as our new trade counter system, to transform the way  
we interact and transact with customers through process simplification 
(including electronic point-of-sale technology)
•	 Selected IFS Cloud as our new ERP system for all other areas of the business, 
which comes with built-in analytics to support data-driven decisions and 
supports the integration of other functions which operate on standalone 
systems today, including customer relationship management
•	 Project progressing to plan, with design and scope of work completed,  
plus data preparation, integrations and solution build commenced.
Continuous improvement, efficiencies and cost reduction
•	 Identified opportunities for 2025 to:
	–
Branch Network: restructure staff organisation to generate annualised 
savings of c.£2m
	–
Operations: deliver cost reduction and efficiency improvements  
by reducing scrap, plus improving labour utilisation.
Strategy in action: 2025 focus
Strategy in action: Enterprise Resource Planning (‘ERP’) 
system replacement
•	 iQ and IFS
	–
Complete solution design, configuration and integrations
	–
User acceptance testing, training and commence deployment.
Continuous improvement, efficiencies and cost reduction
•	 Branch network: organisation restructuring
•	 Operations: scrap reduction and premium labour cost reduction.
2024 KPIs
Total cost of system replacement is c.£10 million 2024–26:
Costs incurred in 2024: £2.2 million

Strategic Pillar:  
Customer growth 
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OUR STRATEGY CONTINUED
Initiative: Branch network
Estimate optimal size of the 
network is at least 250 sites 
(31 December 2024: 212 sites), 
with target to add at least 30 new 
branches over the next four years
Initiative: Windows and doors
Sell more windows and doors through 
the network, with target to fill 50% 
of available spare capacity over the 
five-year period, driving incremental 
sales of c.£35m
Initiative: Extended living spaces
Target incremental garden room 
sales of £20 million and extensions 
of £10 million vs 2023 in the  
five-year period
Initiative: Profiles (fabricators)
Protect our existing PVC business  
and expand our aluminium offering
Initiative: Digital growth
Build awareness of our products 
and home improvement solutions, 
driving new customers and 
incremental sales through 
the website
Strategy in action: 2024 progress
•	 Confirmed optimum estate size 
through modelling work with location 
planning partner
•	 Identified an additional c.50 
prioritised locations
•	 Identified opportunities to optimise 
existing estate through relocations, 
where current sites do not provide 
the required growth opportunity
•	 Opened two new branches in Q4 
(Bishops Stortford and Watford)
•	 Completed three relocations 
(Greenford and Staples corner  
to Wembley, plus Dewsbury)
•	 Refreshed branch exterior and 
signage design for new sites  
and relocations
•	 Continued branch facilities and 
welfare improvement programme.
Strategy in action: 2024 progress
•	 Successfully completed initial six branch 
trial (started in Q4 2023)
•	 Accelerated a progressive roll-out 
across the network, ending the year  
with 91 branches live on the programme
•	 Established a dedicated supply chain 
for PVC and aluminium window frames 
and glass
•	 Implemented a comprehensive staff 
training programme and established  
a central order processing team
•	 Delivered incremental window and door 
sales of £2.4 million.
Strategy in action: 2024 progress
•	 Successfully completed extensions 
product launch (started in Q4 2023)
•	 Launch of four new garden 
room designs
•	 Sold c.550 garden rooms at a total 
sales value of £8.8 million 
(2023: c.300 units, £4.4 million) 
•	 Sold over 30 extensions in 2024 with  
a total sales value of £1.0 million.
Strategy in action: 2024 progress
•	 Continued to protect our existing PVC 
fabricator business, via:
	–
Maintaining our value-added 
service proposition 
	–
Leveraging our position as the 
leading technical systems house
	–
Exploiting our position 
with housebuilders to 
maintain specifications.
•	 Identified an opportunity to enhance 
our position in fenestration through the 
acquisition of Alunet, which delivers:
	–
Aluminium system ownership and  
a full range of aluminium products
	–
Complementary solid core entrance 
door business
	–
Addition of aluminium garage doors 
to our range.
Strategy in action: 2024 progress
•	 Improved website experience via:
	–
Including additional 
product categories
	–
Better SEO, site structure 
and navigation.
•	 Focused on incremental revenue 
drivers such as PPC, email and 
product recommendations
•	 Introduced new e-commerce 
initiatives, such as dropship and  
one-hour click-and-collect.
2024 KPIs
Estate size:
31 December 2024: 212 sites  
(31 December 2023: 214) 
New branches
2024: 2 new sites 
(2023: no new sites) 
2024 KPIs
Branches live on the programme: 
31 December 2024: 91  
(31 December 2023: 6) 
Incremental annual window and door 
sales vs 2023:
2024: £2.4 million
2024 KPIs
Garden room sales:
2024: £8.8 million  
(2023: £4.4 million) 
Extension sales:
2024: £1.0 million  
(2023: £0.1 million) 
2024 KPIs
Rigid PVC profile sales:
2024: £115.0 million  
(2023: £117.4 million) 
2024 KPIs
E-commerce sales:
2024: £4.7 million  
(2023: £3.0 million) 
Strategy in action: 2025 focus
•	 Open seven new branches
•	 Ongoing programme of relocations 
and network welfare improvements.
Strategy in action: 2025 focus
•	 Progressive roll-out across the remaining 
branches, with all sites live by year-end
•	 Supply chain expansion in line with 
programme targets.
Strategy in action: 2025 focus
•	 Drive growth through marketing 
investment, enhanced website content 
and product development.
Strategy in action: 2025 focus
•	 Integrate Alunet and begin to capture 
synergies in areas such as cross-selling, 
supply chain and cost optimisation.
Strategy in action: 2025 focus
•	 Drive web adoption among existing 
account holders and attract a wider 
trade audience
•	 Improve the customer experience  
and conversions
•	 Introduce an online windows and 
doors proposition.

The growth opportunity for  
Window and  
door opportunity
Eurocell manufacture 
window profiles and 
composite doors…
which are made 
into windows by our 
fabricator partners and 
doors by Vista…
or sold through a 
Eurocell branch…
to a window installer 
who install the finished 
windows and doors 
into a home…
providing the 
homeowner with quality 
windows and doors.
and either sold 
directly…
Opportunity to increase window and 
door sales to installers through our 
network of UK branches…
by utilising space capacity in our 
branches, which currently sell c.1,100 
frames per week, but have the space  
to sell up to c.6,300 frames per week…
through a targeted approach, focusing 
primarily on window installers (who buy 
competitor windows)…
which through a phased roll-out, has 
potential to deliver c.£35m incremental 
sales (using 50% of spare capacity).
Improves returns 
for the whole  
branch network
Shortens time to  
break-even and payback 
for new branches
Utilises spare production 
capacity for window 
profile and doors
higher number of  
households within  
catchment area…
with higher proportion of 
home ownership…
skewed more  
towards larger  
residential properties…
in areas where age of  
housing stock is  
at least 25 years old…
and where  
affluence is higher.
proximity to other 
Eurocell branches…
in branches with  
strong teams, with  
low labour turnover…
with a slight skew  
towards overperformance  
in coastal locations…
and in branches  
with good access  
and parking.
customer drivetimes  
at peak hours  
(rush hour)…
in branches where 
competitors create a ‘hub 
effect’ that attracts demand…
despite competitors  
pulling on our  
available demand…
which is primarily  
driven by key competitors 
(Gap/Epwin).
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OUR STRATEGY CONTINUED
Growth opportunity and route to market for increased 
sales of Eurocell windows and doors.
Route to market for  
  windows
Optimal branch  
estate size
Confirmed an optimal branch network estate size is at  
least 250 branches, with priority locations identified.
Key drivers and critical success factors for  
  branches
Customer demand for Eurocell 
product is driven by…
Attractiveness of a Eurocell branch 
is affected by…
Catchment area for a Eurocell 
branch is impacted by…
Conclusion 
CACI modelling confirmed an optimal estate size of at least 250 branches,  
with c.50 prioritised new locations identified.
Plan
•	 212 branches at 31 December 2024 – plan to add c.30 new sites over the next four years
•	 Two new branches opened in Q4 2024 and seven planned for 2025
•	 Three relocations completed in 2024 and five planned for 2025.
Demand 
map
CACI help us determine  
’s demand map
CACI model combines Eurocell  
data with UK population and 
housing data sources. 
Customer demand derived  
using drive-times.
STRATEGY 
IN ACTION
STRATEGY 
IN ACTION
Target customers
  Window installers 
  General builders 
  DIY’ers
5%
20%
75%
5,200 Spare capacity  
(frames per week)
1,100 
27
2024
42
25%
59
50%
2023
24
2022
26
Capacity 
utilisation
Sales of windows 
and doors (£m)

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Refreshed branch  
exterior and signage
OUR STRATEGY CONTINUED
New branches and relocations include a refreshed 
branch exterior and signage.
Brand loud and proud – larger more prominent signage, and with core categories clear at mid-height
New Bishops Stortford branch
New Watford branch
Wembley relocation
Preston relocation
Digital  
strategy
Customer growth is underpinned by an increased investment in 
digital marketing, to raise awareness of our products and home 
improvement solutions and thereby acquire new customers. 
Our ambition
Enhance our market-leading digital proposition to build awareness of our products 
and home improvement solutions, driving new customers and incremental sales
Improved website 
experience
Including additional 
product categories 
improved SEO, site 
structure and navigation
Focus on incremental 
revenue drivers:
•	 PPC
•	 Email
•	 Product 
recommendations
•	 New trade accounts.
Improved customer 
experience with new 
e-commerce initiatives:
•	 Dropship
•	 One-hour  
click-and-collect
•	 Bulk buys
•	 Web exclusives.
Resulting in stronger 
web trading
Organic traffic is now 
▲ 39% v 2023
B2C e-commerce sales 
▲ 57% v 2023
Digital activity builds awareness of our brand,  
attracts new customers and drives traffic to our branches
Search engine 
optimisation (‘SEO’) 
improving our rankings
30,000 keywords now 
ranked with 1,500 rank in 
top three search results
Pay per click (‘PPC’)
Targeting core range, 
garden rooms 
and extensions
Targeted email 
campaigns
88% of e-commerce 
customers are new
New website
Future-proofed 
platform to build our 
competitive advantage 
in the online space
Order fulfilment
Primarily delivered via 
our branch network
Homeowner
Tradesperson
Email 
campaigns
Search 
engines
Social 
media
STRATEGY 
IN ACTION
STRATEGY 
IN ACTION

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SUSTAINABILITY 
REPORT
Why sustainability matters
Eurocell is committed to operating a 
sustainable business and building a 
reputation for being a truly responsible 
company. We aim to lead the fenestration 
sector in sustainability and are focused on 
reducing our carbon footprint, valuing and 
supporting the wellbeing of our people, 
and improving the environment in which 
we operate.
Our Group purpose is to create sustainable 
building solutions for the trade of today, the 
homes of tomorrow and the environment 
of the future. Circular economy principles 
lie at the heart of our strategy and our 
operation, as we recycle old PVC window 
profiles into new products. In addition, 
we aim to reduce our environmental 
impact via energy saving initiatives and 
waste management schemes whilst, 
generating savings for our customers 
through products that minimise heat loss 
and lower energy bills. We endeavour to 
provide an excellent, safe workplace for 
our colleagues and to ensure they feel 
supported and valued. We will continue to 
play an active role in our communities and 
being a good neighbour.
In working to embed our sustainability 
strategy, we recognise that our customers, 
employees, other stakeholders and the 
communities in which we work are placing 
increasing importance on environmental, 
social and governance (‘ESG’) matters.
In 2024, our focus has been on setting 
science-based emission reduction targets 
and developing our climate Transition Plan. 
In 2025, we will build on these foundations 
by formalising decarbonisation actions 
and progress metrics, disseminating them 
across the business and enhancing the 
precision of our estimates, to show a clear 
pathway amidst the inherent uncertainties 
of the Transition Plan. 
ESG 
LEADERSHIP
•	 Integrity is the cornerstone  
of our business
•	 Fully transparent in the way  
that we operate and report
•	 Receptive and responsive  
to challenge and scrutiny  
by key stakeholders
•	 Constantly evaluating and 
mitigating risks to protect 
the business
•	 Always have one eye to the  
future, in order to comply with  
new legislation and deploy  
best practice.
•	 Employee safety and welfare is 
always front of mind 
•	 We will live and breathe our values 
without compromise 
•	 A diverse business, where people 
can be their true authentic selves
•	 Excel at developing people, by 
nurturing talent and always seeking 
to promote from within
•	 Fair in the way that we reward and 
manage our people.
•	 Maximise recycled content  
in manufactured products
•	 Ethically source raw materials  
and products
•	 Progressively reduce carbon 
footprint on a path to Net Zero  
by 2045
•	 Be a responsible neighbour, 
wherever we operate
•	 Minimise waste and usage  
of plastic packaging.
With the highest standards of governance
A great place to work
Driving sustainability in the fenestration sector
Achievements since our last Annual 
Report include:
•	 Submitted targets to the Science 
Based Targets initiative (‘SBTi’). 
We submitted both near-term and  
long-term targets to SBTi covering 
Scopes 1, 2 and 3 emissions
•	 Published our Net Zero Transition 
Plan aligned to the Transition Plan 
Taskforce (‘TPT’) standards. We set 
out the underpinning initiatives that 
will drive carbon reduction across our 
business and plans to achieve these
•	 Maintained the percentage of 
recycled PVC in our products. In 2024 
we achieved 32%, level with 2023. We 
have updated our medium-term target to 
36%, to reflect higher forecast revenue 
growth in line with our five-year strategic 
plan, plus the expected availability of 
feedstock for our recycling plants
•	 Continued to invest in carbon 
reduction initiatives to minimise 
our environmental impact. Solar 
panels are now operational at our main 
extrusion site, plus installation of panels 
at our distribution centre begins shortly 
•	 Enhanced our reporting against 
the recommendations of the Task 
Force on Climate-related Financial 
Disclosures (‘TCFD’). This includes 
refining analysis and supporting it with 
financial quantification where possible
•	 Submitted our first Climate Change 
questionnaire to the CDP. We are 
pleased to share we were awarded a 
B grade for Climate
•	 Received an ‘AA’ rating from the 
MSCI. In 2024 Eurocell received a rating 
of AA (on a scale of AAA–CCC) in the 
MSCI ESG Ratings assessment
•	 Substantially enhanced employee 
engagement. We launched our internal 
communications framework (including 
the Eurocell and You monthly newsletter 
and CEO listening groups) and 
completed a much more comprehensive 
employee engagement survey with an 
external provider
•	 Pushed forward on Equity, Diversity, 
Inclusion and Belonging. We joined 
the Construction Inclusion Coalition and 
committed to the Built on Better Pledge.
Looking forward, our priorities are to:
•	 Obtain validation of our submitted 
science-based targets from the SBTi. 
In the meantime, we will commence 
implementation of the planned actions 
that support achieving our targets
•	 Focus on sustainability as part of our 
new product development programmes, 
looking to increase the development 
of low-carbon products to meet 
consumer demands
•	 Review and enhance our wellbeing 
framework to ensure that we better 
support the wellbeing of employees  
in line with their expectations
•	 Continue to engage with Maggie’s, our 
charity partner, that provides emotional 
support and care for cancer patients 
and their families.
Materiality assessment
There are no changes to our business 
that would require an updated materiality 
assessment. The five most important 
issues identified by our assessment are:
•	 Health and safety: ensuring workforce 
wellness and safety
•	 Labour and human rights: ensuring fair 
working practices for our employees 
including human rights
•	 Climate change and emissions: 
minimising our carbon emissions and 
our contribution to climate change
•	 Waste management: waste generated 
by our operations needs to be dealt with 
responsibly, including hazardous waste
•	 Product quality: selling products that are 
safe to use and of high quality.
We used these material topics to refine our 
ESG strategy in 2024 and monitor progress 
with appropriate KPIs and targets. 

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SUSTAINABILITY REPORT CONTINUED
Sustainable business goals
KPIs and targets
Since our base year of FY22, we have achieved reductions across all three scopes. Scope 2 market-based has seen the most 
significant reduction, due to sourcing renewable electricity across 95% of our electricity consumption (up from 72% in FY22). 
The Scope 1 reduction of 6.8% from FY22 was through reduction in our natural gas consumption. Reduced spending was the main 
driver of our Scope 3 reduction; however, we have also taken actions aligned with our transition plan to acquire supplier emissions  
data and purchase lower embodied carbon products which is reflected in our FY24 Scope 3 emissions.
KPI
2024
2023
Target
Link to UN SDGs
Environmental – Circular economy and waste management
Waste to landfill
% landfill
2.5%
9%
No more than 5% waste to 
landfill by 2025 and 1% by 
2030
Waste recycled
% recycled
69%
76%
Increase of 2% per annum in 
waste recycled (to 88% by 
2025), then increase of 1% 
per annum thereafter (to 93% 
by 2030) vs 2020 baseline
Recycled material 
used in production
% used
32%
32%
36% by 2030
Recycled material 
yield
% generated
62%
63%
72% by 2030
Environmental – Emissions, energy management and pollution
Scope 1, 2 and  
3 emissions  
(Market-based)
Absolute Scope 1, 
2 and 3 emissions 
(Market-based)
183,299 tCO2e
188,199 tCO2e
Net Zero by 2045
Scope 1 and 2
Absolute Scope  
1 and 2 emissions 
(Market-based)
9,995 tCO2e
10,862 tCO2e
70.03% reduction by 2034
Scope 3
Absolute Scope 3 
emissions  
(Market-based)
173,305 tCO2e
177,300 tCO2e
37.5% reduction by 2034
Renewable electricity
% renewable 
electricity used
95% total 
electricity
94% total  
electricity
More than 90% by 2025
  
Social
Health and Safety
Lost-time injury rate
4.1 per  
1m hours 
5.7 per  
1m hours
3.1 per 1m hours by 2026
Employee 
engagement  
and recruitment
Labour turnover
25%
27%
Year-on-year reduction
  
Employee 
satisfaction
Annual survey 
response rate and 
Winning Formula score
70% and 59%
73% and n/a
Year-on-year increase
Diversity
Female employees
16.9%
16.3%
Year-on-year increase
Remuneration
National Living Wage 
(‘NLW’)
All employees 
at or above 
NLW
All employees  
at or above 
NLW
All employees above NLW  
by 2023
Education
Apprenticeships/ 
Kickstarters
63
61
20% increase on 2020 base 
of 32 by 2025
Note: KPI performance data for 2023 and 2024 included in the table above is based on management estimates.
HEALTH AND 
SAFETY
Responsibilities
Health and safety remains the most 
material issue identified in our materiality 
assessment. Our Group-wide Safety, 
Health and Environment Policy, available 
on our website, outlines our commitment 
to ensuring a safe and healthy working 
environment for employees, visitors 
and contractors. 
SHE strategy
We update our Safety First strategy each 
year based on our health and safety 
performance, employee and management 
feedback, plus emerging trends and 
best practice. We continually engage 
with employees regarding health and 
safety issues through volunteer safety 
representatives and monthly safety 
meetings to ensure their participation 
in health and safety management. 
This year our Safety First strategy focused 
on 12 core initiatives, which have served 
to develop the knowledge and awareness 
of health and safety issues throughout our 
workforce, leading to the better behaviours 
that have underpinned an improvement in 
our overall performance. We are confident 
that we are developing a culture of 
continual improvement in safety standards. 
Safety 
First
IOSH Training
Full-day IOSH Working Safely training 
provided to operations colleagues each month 
and IOSH Managing Safely training provided 
to line management and Safety Reps.
Recognition Schemes
Individual and collective recognition 
for good practices, behaviour and 
milestone achievements.
Visual SHE
Installation of SHE Focus Areas and 
electronic ‘days since last accident’  
display screens.
Induction Process
Reviewed and updated across the  
Branch Network.
Focus Area: Manual Handling Risk
Dedicated focus on reducing manual 
handling risks.
Dynamic Risk Assessment
‘Take 5’ training has been provided and 
booklets issued, encouraging employees to 
stop and re-assess risks as needed.
Cardinal Rules
Reviewing, amending, and ensuring 
compliance with our nine Cardinal Rules.
Leading SHE KPIs
Performance against KPIs has been 
reported at monthly ExCom meetings  
since March.
ISO Standards
Working towards certification for all sites.
Safe Start Standdown
Half-day standdown delivered to all staff 
around the Christmas shutdown.
Hazard Reporting
Electronic hazard reporting screens 
implemented at all Operations sites.
Directing and leading safely training
Half-day directing/leading safely courses 
provided to ExCom and direct reports.

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Some of our key initiatives include:
•	 Reducing manual handling risk, which  
is an integral part of our operations
•	 Continued focus on visual SHE to  
keep health and safety at the forefront  
of employees’ minds
•	 Implementing a new hazard  
reporting process
•	 Focused on Dynamic risk assessments. 
We plan to build on our achievements  
by focusing on the following in 2025:
•	 Complete a ‘back to basics gap 
analysis’ at each of our sites, to assess 
our performance against SHE best 
practice, and rectify any significant 
findings to mitigate risk
•	 Continuing with our Cardinal Rules 
programme, with a focus on Material 
Handling Equipment (‘MHE’), including 
an update to our transport safety risk 
assessment, enhancing the safety 
features on our MHE, and by improving 
segregation and visual safety
•	 In the Branch Network, we plan to 
focus on the safety of contractors, 
by implementing a contractor safety 
checklist for branch managers and 
providing them with appropriate training. 
ISO certification and compliance 
In 2024, Eurocell maintained the ISO 
45001 certification at four of our eight 
manufacturing sites (2023: four sites). 
We continue to work towards our target 
to implement safety management systems 
that satisfy the requirements of ISO 45001 
at all of our operational facilities by the end 
of 2025. 
We are pleased that the two Health and 
Safety Executive (‘HSE’) Improvement 
Notices that we reported on last year, 
relating to dust and machine guarding, 
have been revoked, as they have been 
addressed to the satisfaction of the HSE. 
However, we received a Notice of 
Contravention in 2024 following a 
significant incident resulting in 4 months 
absence for the injured party. We have 
formally responded to the HSE’s notice, 
outlining our investigation into the incident 
and the corrective action plan developed, 
which is being rigorously tracked. 
Safety performance
We have delivered another significant 
improvement in our overall safety 
performance in 2024, reducing the 
number of lost time injuries by 30%, 
the lost time injury frequency rate by 
28%, and the RIDDOR rate by 45%. 
We have achieved this improvement 
despite three major incidents that we 
are disappointed to report.  
We have undertaken a thorough 
investigation in each case and 
implemented corrective actions to prevent 
similar incidents occurring in the future. 
The number of near misses reported in 
2024 increased by 18% this year, although 
we attribute this to an enhanced focus on 
hazard identification and awareness with 
the implementation of our new hazard 
reporting process.
Safety targets
As an overall ambition, we are targeting 
the elimination of RIDDOR (Reporting 
of Injuries, Diseases and Dangerous 
Occurrences Regulations 2013) injuries 
among our employees by the end of 2027. 
To assist with tracking our progress we 
have set interim targets, and for 2025 we 
are aiming to achieve a 25% reduction in 
our lost time injury frequency rate (‘LTIFR’) 
and 33% reduction in our RIDDOR rate 
compared to 2024.
2024
2023
2022
2021
2020
Lost time injuries (employees)1, 2
19
27
48
36
24
Lost time injury frequency rate (‘LTIFR’)3
4.1
5.7
10.0
7.6
7.4
Total recordable injuries (contractors)
–
1
–
–
1
RIDDOR
6
11
23
28
19
Near misses
172
146
102
29
n/a
Number of employee fatalities
–
–
–
–
–
Number of contractor fatalities
–
–
–
–
–
Number of cases of silicosis
–
–
–
–
–
Number of staff trained on health and safety standards
241
322
–
–
–
Number of health and safety training hours
1,687
3,456
–
–
–
Proportion of operational sites certified to ISO 45001
50%
50%
–
–
–
1	 We define lost time injuries as a full shift lost following the day of the incident. 
2	 We record lost time injuries for all permanent and temporary employees.
3	 Injuries per one million hours worked.
SUSTAINABILITY REPORT CONTINUED
SUSTAINABILITY REPORT CONTINUED
Our strategy and business model are 
underpinned by the commitment and 
efforts of all our employees and our 
approach to colleague interaction is 
explained and monitored through our 
People First strategic pillar. 
Engagement
We recognise the impact we have on our 
colleagues, communities and beyond, and 
are committed to ensuring that we engage 
appropriately with all key stakeholders.
Employee engagement
We engage with employees through a 
variety of methods to ensure all have the 
opportunity to be heard.
Internal Communications 
Framework
We appointed an Internal Communications 
Manager in 2024 who has already made 
great strides in improving employee 
communications based on a broad range 
of colleague feedback. Several initiatives 
have been implemented based on the 
findings, forming the basis of our new 
Internal Communications Framework.
PEOPLE  
FIRST
Board engagement
We continue to run colleague focus groups, 
led by our designated Non-executive 
Director Alison Littley but carried out by all 
the Non-executive Directors.
People First survey
In 2024, we engaged an external partner to 
introduce a new survey capturing a broader 
understanding of employee sentiment 
across a greater variety of topics including 
engagement, process, culture and strategy. 
The three largest areas of focus emerging 
from the survey are wellbeing, reward and 
recognition, and job satisfaction. We are 
committed to making improvements in 
these areas, some of which we have been 
able to action already, and some of which 
will be incorporated into our future plans. 
The change in survey makes any 
comparisons with previous results less 
meaningful. However, the 2024 survey 
has established a baseline and we are 
sure that this work will result in greater 
personal and professional development 
opportunities for our employees. 
KPI
2024
Response rate
70%
Overall Winning Formula Score
59%
Winning Culture Score
59%
Winning Strategy Score
58%
Overall engagement score
61%
Community partnerships
In 2024, our charitable efforts continued 
to focus on Maggie’s, which provides 
emotional support and care for cancer 
patients and their families, with 24 centres 
across the UK.
Over 2023 and 2024 we raised a total 
of £46,000 for Maggie’s, with a variety 
of activities. We are incredibly proud 
of the collective effort and generosity 
demonstrated by our colleagues.  
We remain committed to supporting 
Maggie’s in 2025. 
‘Our ambition is to have talented, engaged and motivated colleagues 
who work passionately to achieve clear business and personal goals’.
Eurocell will be a great place to work, where our culture makes colleagues feel...
OUR 
AMBITION
OUR 
STRATEGY
KEY 
PRIORITIES
SUCCESS 
MEASURES
“I feel part of the Eurocell team 
and I’m passionate about 
my role within this team”
HEALTH AND SAFETY
Develop health and safety 
leadership skills
Develop health and 
safety education
EMPLOYEE VALUE 
PROPOSITION
Wellbeing framework
Recognition scheme
Induction and onboarding 
programme
ENGAGEMENT
Internal Communications 
Framework
Colleague forum
Community and 
charity engagement
GROWING TALENT
Talent management and 
succession planning
Talent development
Maximising use of 
apprenticeships
“I know how to contribute to  
the success of my business”
“I know what’s going on... I feel 
connected to the wider business – 
I'm valued as a team member”
“I know how I can progress 
within Eurocell, I’m clear 
about my development”
IFR/LTIR/Severity Rate/ 
RIDDOR Rate
Attrition and Retention %
% of Internal Promotions
Apprenticeships 
Participation/Use of Levy
Culture Survey Feedback

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Employee Value Proposition
Our Employee Value Proposition captures 
the various topics which together aim to 
ensure our employees feel valued and 
supported as members of the Eurocell team. 
Fair working practices
We are committed to providing a fair 
working environment for all our colleagues, 
including a fair salary, terms and conditions 
of employment, and statutory benefits. 
Employee turnover
We are pleased to report that our labour 
turnover decreased from 27% in 2023 to 
25% in 2024, although this remains above 
our 2020 baseline of 21%. We expect to 
see continued progress in 2025.
Our full-time colleague voluntary turnover 
rate was 20% in 2024. 
Reward and recognition
Our policy is to comply, at the very least, 
with minimum wage legislation for all 
colleagues. Each year we ensure that 
all employees are paid at or above the 
National Living Wage (‘NLW’) and can 
confirm that we remained in line with this 
ambition again in 2024.
During 2024 we focused on simplifying 
and standardising our reward packages. 
Our reward strategy ensures that all 
employees are eligible for a range of 
benefits and incentives that include a 
defined-contribution pension scheme 
(introducing salary sacrifice in April 
2025), life insurance, Save As You Earn 
(‘Sharesave’) schemes, a health care 
cash plan and access to savings and 
offers through our third-party platform. 
In addition to the formal packages,  
we have a variety of events and vehicles  
to engender a culture of feeling valued. 
In 2024, we introduced the Proud Awards. 
Employees are encouraged to nominate 
fellow colleagues that have showcased 
any of our values that make their 
colleagues or managers proud.
Wellbeing framework
We are committed to supporting all 
colleagues in their wellbeing, inclusive 
of mental, physical and financial issues. 
We provide tools to support colleague 
wellbeing, including an Employee 
Assistance Programme, access to 
health and wellbeing support, and our 
occupational health programme with 
targeted health surveillance and a health 
care cash plan. Our People First survey 
results identified wellbeing as one of our 
largest focus areas, so we plan to review 
and enhance our wellbeing framework in 
2025, to ensure we appropriately support 
the wellbeing of all colleagues in line with 
their expectations.
Equity, diversity, inclusion  
and belonging 
The overriding policy in any new 
appointments we make continues to 
be one of selecting candidates with an 
appropriate mix of skills, capabilities 
and market knowledge, to ensure the 
continued success of the business. 
However, we recognise fully the benefits  
of encouraging diversity and inclusivity 
across the business and believe that 
progress in these areas will contribute 
strongly to our continued success.
We have recently reviewed and updated 
our Equity, Diversity and Inclusion Policy 
and our Anti-Bullying, Harassment 
and Victimisation Policy, as we aim to 
continually improve our processes.
We are committed to providing a working 
environment that embraces opportunities 
for everyone, as set out in our Policy, 
available online.
We are also committed to fostering an 
environment that respects the equity and 
diversity of all colleagues and ensures  
their feeling of inclusion and belonging. 
We have joined the Construction 
Inclusion Coalition, created to improve 
equity, diversity and inclusion across the 
construction sector. We have committed  
to the Coalition’s Built on Better Pledge 
and are fully engaged in the efforts to 
enhance diversity and inclusion in the 
construction sector. 
Whilst we operate in an industry in which, 
historically, women have been under-
represented, we are very committed to 
increasing the participation of women 
throughout the Group. Our historic target 
has been to deliver year-on-year increases 
in the proportion of female employees in 
the Group. In 2024, female employees 
increased to 17% (2023: 16%).
In addition, we continue to promote flexible 
solutions tailored to, and supportive of, 
individual needs. Our internal processes 
support all colleagues who may require 
help and support, including employees 
who are disabled or become disabled 
during their employment, to fulfil their 
day-to-day work activities through our 
occupational health provision. We provide 
tailored support for specific groups and 
individuals throughout our business, 
including the provision of free English and 
maths tuition for non-English speakers.
SUSTAINABILITY REPORT CONTINUED
This year we developed and published  
our Board Diversity Policy, available on  
our website.
The relatively small size of the Board 
and the pre-existing Directors’ service 
contracts have inevitably limited the 
pace of change. We currently meet two 
of the three FCA targets on diversity, 
with one Director from an ethnic minority 
background and one senior Board position 
held by a female. Our progress towards 
meeting the target of 40% of the Board 
being women (38% as at the 2024 AGM) 
was adversely impacted by Kate Allum’s 
departure in July.
Following changes in 2024, female 
membership of the Executive Committee 
has now increased to 60%.
2024 diversity statistics
No.
% of total 
employees
Employees with 
disabilities
52
3%
Full-time employees
1,856
96%
Part-time employees
71
4%
Permanent 
employees
1,873
97%
Contract/temporary 
employees
54
3%
Total employees
1,927
–
Growing Talent
Our main focus areas under Growing 
Talent in 2024 were; leadership 
development, talent management, 
succession planning and apprenticeships. 
We completed a review of our 
induction process and identified 
improvements which are now in place. 
We also introduced two new leadership 
development programmes for branch 
managers and operations leaders.
We continue to offer apprenticeship 
positions through the apprenticeship 
levy, and as of year-end employed 
27 apprentices.  
We are working to define and streamline the 
programme across the Group and launch 
a new apprenticeship programme in 2025.
2024 training statistics
No.
% of total 
employees
Employees who 
receive training
2,067
100%
Number of  
training hours
33,992
–
Average training 
hours per employee
17.6
–
Gender diversity statistics
2024 gender analysis
Male  
No.
%
Female  
No.
%
Total  
No.
Directors
5
71%
2
29%
7
Executive Committee
2 
40%
3
60%
5
Senior management
23
72%
9
28%
32
Other employees
1,685
83%
338
17%
2,023
Total
1,715
83%
352
17%
2,067
2023 gender analysis
Male  
No.
%
Female  
No.
%
Total  
No.
Directors
6
75%
2
25%
8
Executive Committee
3
75%
1
25%
4
Other employees
1,753
84%
342
16%
2,095
Total
1,758
84%
343
16%
2,101

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SUSTAINABILITY REPORT CONTINUED
ENVIRONMENTAL 
LEADERSHIP
Managing environmental 
performance
We recognise the role we play in 
promoting environmental protection 
and are committed to conducting our 
business in a safe and responsible 
manner, including protecting and 
minimising the impact of our operations 
on the environment. We are focused 
on reducing our environmental impact 
and aim to continuously improve our 
performance. In 2024, we developed 
a dedicated Environmental Policy 
which is available at: investors.eurocell.
co.uk. Applying to all colleagues across 
part of the Group, the  Policy outlines 
our commitments towards reducing 
emissions, energy consumption, 
biodiversity and environmental issues, 
waste and resource use, water use, 
and the environmental impacts of 
our products. 
The environmental management 
systems implemented at our extrusion 
plants, secondary operations (foiling) 
facility and door manufacturing plant 
are all accredited to ISO 14001:2015. 
Where sites are not certified to ISO 14001, 
we continue to maintain an environmental 
management system and have daily 
inspections to ensure permit compliance. 
Overall, 50% of our main manufacturing 
sites are certified to ISO 14001. We are 
continuing to develop procedures and 
guidance for those sites not currently 
certified, so that they are compliant 
with the standards by the end of 2025 
and ready to seek certification in 2026. 
No environmental fines or penalties have 
been recorded in 2024 or 2023.
Energy and greenhouse gas 
emissions
Central to our sustainability strategy is 
reducing the carbon footprint of our 
business and the impact our operations 
have on climate change, including 
minimising waste and reducing energy 
consumption and greenhouse gas 
emissions across all of our operations. 
We have now submitted near-term and 
Net Zero targets to the Science Based 
Targets initiative (‘SBTi’) and developed  
a Net Zero Transition Plan, as set out in  
the ESG Leadership section. 
Energy consumption and emissions data
We have continued to develop our end-to-end carbon footprint methodology, which includes a full emissions analysis for 2023 and 
2024, as set out in the table below.
Scope
2024
ktCO2e
2023
ktCO2e
Movement
ktCO2e
%
Scope 1
9.6
9.6
0.0
0%
Scope 2 (Location-based )
10.6
11.0
(0.4)
(3.6)%
Scope 2 (Market-based)
0.4
1.3
(0.9)
(69.2)%
Scope 1 and 2 (Location-based)
20.2
20.6
(0.4)
(1.9)%
Scope 1 and 2 (Market-based)
10.0
10.9
(0.9)
(8.3)%
Scope 3 
173.3
177.3
(4.0)
(2.3)%
Purchased Goods and Services
148.4
152.5
(4.1)
(2.7)%
Capital Goods
2.9
2.2
0.7
31.8%
Fuel and Energy-related Activities
2.4
3.2
(0.8)
(25)%
Upstream Transportation
8.7
8.2
0.5
6.1%
Waste
0.4
0.3
0.1
33.3%
We are also pleased to report the following 
operational initiatives undertaken this year 
to reduce our energy consumption and 
greenhouse gas emissions: 
•	 Completed the installation of solar 
panels at our main extrusion facilities 
in August 2024, which as of the 
publication of this report have yielded 
nearly 250,000 kWh of electricity at our 
Clovernook site
•	 Increased the proportion of renewable 
electricity we procure, from 94% in 2023 
to 95% in 2024. This has largely been 
through consolidation of activities onto 
sites with existing renewable electricity 
contracts in place
•	 Replaced the boilers at our main 
extrusion site, Clovernook
•	 Continued to work to install LED lighting 
across all sites, which is now c.80% 
progressed, with a planned completion 
date at the end of 2025
•	 Replaced 12 LPG trucks in our material 
handling fleet with nine electric vehicles.
Scope
2024
ktCO2e
2023
ktCO2e
Movement
ktCO2e
%
Business Travel
0.4
0.8
(0.4)
(50)%
Employee Commuting
1.9
1.8
0.1
5.6%
Upstream Leased Assets
Not Applicable
Downstream Transportation
Not Applicable
Processing of Sold Products
6.9
5.4
1.5
27.8%
Use of Sold Products
 
 Not Applicable 
End-of-life Treatment
1.3
2.9
(1.6)
(55.2)%
Downstream Leased Assets
 
 Not Applicable 
Franchises
 
 Not Applicable 
Investments
 
 Not Applicable 
Total Scope 1, 2 and 3 (Location-based)
193.5
197.9
(4.4)
(2.2)%
Total Scope 1, 2 and 3 (Market-based)
183.3
188.2
(4.9)
(2.6)%
Intensity ratio (tCO2e per £m of revenue) – Location-based
541
543
(2)
(0.4)%
Intensity ratio (tCO2e per £m of revenue) – Market-based
513
516
(3)
(0.6)%
Energy 
FY24
MWh
FY23
MWh
Movement
MWh
%
Total non-renewable fuels consumption
 40,829 
40,456
 373 
0.9%
Total renewable fuels consumption
 – 
–
 – 
–
Total renewable electricity consumption 
 48,805 
49,756
(951) 
(1.9)%
Total non-renewable electricity consumption 
 2,382 
3,430
(1,048) 
(30.6)%
Total renewable energy consumption 
 48,805 
49,756
(951) 
(1.9)%
Total non-renewable energy consumption 
 43,211 
43,886
 (675) 
(1.5)%
Total energy consumption 
 92,016 
93,642
 (1,626) 
(1.7)%
Notes to table:
•	 We operate only within the United Kingdom and so values are for UK operations only
•	 A mathematical error was identified in the non-renewable fuels consumption energy figure in FY23. This has been corrected in the energy table and had no impact 
on the FY23 emissions calculation.
Notes to calculations:
•	 Emissions and energy data presented for 2023 and 2024 is based on management estimates
•	 To calculate our emissions and energy usage data, we have followed the 2019 UK Government environmental reporting guidance. We have used the GHG Protocol 
Corporate Accounting and Reporting Standard (revised edition). The Greenhouse Gas Protocol standard covers the accounting and reporting of seven greenhouse 
gases covered by the Kyoto Protocol. We are reporting our Scope 3 emissions, with guidance from the GHG Protocol Corporate Value Chain (Scope 3) Accounting 
and Reporting Standard and the GHG Protocol Technical Guidance for Calculating Scope 3 Emissions, as required
•	 We have reported on all of the material emission sources from within the operational boundaries of the Group, as required under the Companies Act 2006 (Strategic 
Report and Directors’ Reports) Regulations 2013 and under the UK’s Streamlined Energy and Carbon Reporting (‘SECR’) requirements
•	 The Group has defined its organisational boundary using an operational control approach. Our reporting of Scope 1 and 2 emissions and energy data covers 100%  
of our global operations. Furthermore, our reporting of Scope 3 emissions covers 100% of our upstream and downstream value chain
•	 The emission factors from the UK Government’s GHG Conversion Factors for Company Reporting 2024 (the Department for Environment, Food and Rural Affairs (‘DEFRA’) 
factors) have been used for all Scope 1 and 2 categories and the majority of Scope 3 categories. For spend-based calculations, the UK Environmentally-Extended 
Input-Output (‘EEIO’) model factors were used. For weight-based calculations, EcoInvent and Idemat factors were used
•	 In line with the Greenhouse Gas Protocol, we continue to review our reporting in light of any changes in business structure, calculation methodology and the accuracy 
or availability of data. 

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SUSTAINABILITY REPORT CONTINUED
Energy consumption and 
emissions performance
Our Scope 1 emissions were consistent 
year on year despite movements within the 
category. There was a significant decrease 
in gas consumption at our Penny Emma 
Way site. We were also able to obtain 
more granular data on our refrigerant 
assets. Together these drove a decrease 
in Scope 1 emissions. However, due to 
an error in categorisation of vehicles in the 
prior year our diesel emissions increased 
in 2024, offsetting the aforementioned 
decrease. This error did not exceed our 
restatement threshold and therefore no 
prior-year restatement has been made. 
Location-based Scope 2 emissions fell 4% 
to 10.6 ktCO2e, and market-based Scope 
2 emissions fell by 69% to 0.4 ktCO2e, 
both were driven by the reduction in 
electricity consumption at our Eurocell 
Recycling North (‘ERN’) site as our Phase 2 
operations were moved to our other 
recycling plant. As ERN is our only site 
without renewable electricity being 
procured, this significantly reduced 
market-based emissions. 
In combination, location-based Scope 1 
and 2 emissions of 20.2 ktCO2e was down 
2% compared to 2023 and market-based 
Scope 1 and 2 emissions of 10.0 ktCO2e 
was down 8% compared to 2023.
We have calculated our Scope 3 
emissions for 2024 to be 173.3 ktCO2e, 
compared to 177.3 ktCO2e in 2023, a 
decrease of 2%. This mainly reflects lower 
emissions from Purchased Goods and 
Services, down 4.1 ktCO2e, driven by a 
slight reduction in spend.
The reduction in Fuel and Energy-related 
Activities was caused by the respective 
fall in Scope 1 and market-based Scope 
2 emissions, and the fall in End-of-life 
Treatment of Sold Products was caused 
by a reduction in the emissions factor 
for recycling, as a result of a previous 
year error by DEFRA, which they have 
addressed this year.
We successfully conducted an employee 
commuting survey this year and  
therefore was able to use actual data, 
which could be extrapolated for the 
emissions calculation. This resulted in an 
increase from last year. We also obtained 
energy use data from a larger number 
of fabricators to calculate processing 
emissions, meaning our calculation had 
greater precision.
Reflecting these factors, total emissions 
(Scope 1, 2 and 3) were down 2% 
compared to 2023 for location-based, and 
3% for market-based. However, due to a 
slight decrease in revenue, the intensity 
figures stayed reasonably consistent year 
on year. 
Total energy consumption of 92,016 MWh 
in 2024 was a slight decrease on the 
prior year of 2%, which reflects consistent 
production volumes year on year.
Water consumption
Our main use of water is in the cooling 
process for extrusion, but it is also used  
to wash scrap PVC, remove impurities  
in our recycling operations and for 
employee welfare.
We have a closed loop water recycling 
system in extrusion, and water supply bills 
are scrutinised for abnormalities that would 
indicate a leak, following which the water 
provider would be contacted for repair.
The system significantly reduces the 
environmental impact of our processes, 
by conserving local water resources and 
reducing the amount of contaminated or 
unfiltered water entering back into the local 
environment. Minimising consumption and 
therefore reducing disposal costs also has 
a financial benefit to our business.
We use only potable water, supplied 
directly by the water provider, which is 
suitable for drinking. We do not abstract 
any ground or surface water. None of our 
sites are located in high flood-risk areas 
and all sites are provided with adequate 
welfare facilities, in accordance with 
governing legislation.
Water usage was identified as a key issue 
for our stakeholders in our ESG materiality 
assessment. Over the last few years, we 
have strengthened our material recovery, 
including improved water circularity. We 
will continue the work to improve our water 
usage data collection, and thereafter to 
define targets to increase water efficiency 
in our operations. This is dependent 
on investment and process changes to 
improve our existing closed-water loop 
cooling systems.
Waste management
Our business and operations result  
in waste and we are committed to 
controlling, recovering and reusing waste 
wherever possible. We promote the 
efficient use of resources and materials 
that are used in our facilities to help  
reduce waste. We have a sustainable 
procurement policy and we actively seek 
to source sustainable products from 
suppliers that are made from recycled 
material where possible.
Total waste (kt)
2024
2023
To landfill
0.6
2.3
Recycled
16.6
19.3
Diverted from landfill
6.9
3.7
Total
24.1
25.3
During 2024, we continued our work 
towards zero waste to landfill aspiration. 
In 2024, our waste recycled proportion 
fell to 69% (2023: 76%) despite the waste 
being diverted from landfill, it was not 
being recycled. Third-party collectors of 
our waste are responsible for where the 
waste goes and we will continue engaging 
with them to ensure the disposal method 
is used.
We have a target to increase waste 
recycled by 2% per annum by the end 
of 2025 vs our 2020 baseline (resulting 
in 88% by 2025), and 1% per annum 
thereafter (resulting in 93% by 2030).  
We have also committed to a maximum  
of 5% of waste to landfill by the end of 
2025 and 1% by 2030.
To support delivery of these targets,  
we have a new waste management plan, 
focused on improving the processing of 
by-products from our recycling process 
(metal, rubber, wood). At third-party 
sites, which act as collection and delivery 
hubs for old windows which have been 
replaced, we are implementing processes 
that allow for cleaner waste streams. We 
will also continue to develop partnerships 
with waste services providers, to optimise 
end-to-end material recovery.
Packaging accounts for c.5% of the waste 
we generate. We aim to reduce this by 
using thinner materials and packaging with 
more recycled content, both for our own 
products and in the delivery of raw material 
to our sites.
Hazardous materials
We do not use significant amounts of 
hazardous materials. In our extrusion 
business, we do not use phthalates, 
cadmium or lead-based stabilisers.  
In our recycling operation we monitor  
the cadmium and lead contamination 
levels within feedstock, to ensure 
compliance with governing legislation.
Very small quantities of other hazardous 
materials are currently used as  
additives within our product mix, but  
these are rendered non-bioavailable  
when encapsulated by the polymer 
structure. In addition, we have a specific 
requirement within our new product 
introduction process to reduce any use of 
hazardous materials. For example, we are 
investigating replacing the solvent-based 
glue used in our foiling process with a 
water-based alternative.

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TRANSITIONING 
TO NET ZERO
In our 2023 Annual Report, we committed 
to achieving Net Zero emissions across 
our operations by 2045. This will bring our 
business in line with the aims of the Paris 
Agreement to hold global temperature 
increase to well below 2ºC, and with the 
aims of the UK Government to achieve 
Net Zero by 2050. Since publishing last 
year’s report, we have further developed 
our emissions reduction plans and have 
submitted the following near-term and 
long-term targets to the SBTi.
Scope 1 and 2
Reduce absolute Scope 1 and 
2 GHG emissions 70% by 
2034 from a 2022 base year
Near- 
term  
target
Reduce absolute Scope 1 and 
2 GHG emissions 90% by 
2045 from a 2022 base year
Long- 
term  
target
Scope 3
Reduce absolute Scope 3 
GHG emissions 38% by 2034 
from a 2022 base year
Near- 
term  
target
Reduce absolute Scope 3 
GHG emissions 90% by 2045 
from a 2022 base year
Long- 
term  
target
In common with many businesses, the 
road to Net Zero will include estimates and 
assumptions about unknown factors. We 
will be transparent about the associated 
risks and key steps to achieve this goal. 
Our full Transition Plan, aligned to the 
Transition Plan Taskforce Framework,  
is published at: investors.eurocell.co.uk.
Business model
We do not anticipate any material change 
to our business model or impact on 
our value chain in our near or long-term 
decarbonisation plan. We believe Scope 
1 and 2 actions can be achieved under a 
business-as-usual environment; however, 
Scope 3 reductions are dependent on 
multiple factors, including decarbonisation 
of our supply chain as outlined below. 
Scope 1 and 2  
(our own operations targets)
Over 50% of our Scope 1 and 2 emissions 
are from electricity use, plus petrol and 
diesel consumption in our operational 
fleet and company cars. In our base year, 
72% of the electricity we purchased was 
renewable and in 2024 we increased this 
to 95% (2023: 94%). The remaining Scope 
1 and 2 emissions are associated with 
natural gas use and refrigerant leakage  
for heating and cooling purposes.
In the near term, we plan to decarbonise 
our commercial fleet where economically 
and practically possible. This will include 
using telematics software to support 
better driving behaviours and planned 
routing to improve fuel efficiency. We will 
also explore switching from diesel to 
HVO, if sufficient fuel is available at an 
acceptable price. We intend to replace 
Company cars and delivery vans with 
Battery Electric Vehicles (‘BEVs’) or  
Plug-In Hybrid Electric Vehicles (‘PHEVs’) 
as leases come up for renewal, although 
the transition for vans will take longer 
due to the need for further technological 
advancement. We also plan to phase out 
the use of LPG by transitioning forklifts  
to electric as current leases expire.
Long term, we will explore replacing the 
commercial fleet with fully electric or 
hydrogen vehicles, although it is worth 
noting that the switch to HVO substantially 
eliminates fleet emissions. The remaining 
actions include replacement of gas 
consuming units with heat pumps or 
electric boilers, as well as transition to 
zero global-warming-potential (‘GWP’) 
refrigerants in cooling systems. 
Scope 3  
(our value chain targets)
Our Scope 3 emissions are significantly 
greater than our operational carbon 
footprint. The largest exposure is 
purchased goods and services (84% 
of Scope 3), of which 42% relates to 
virgin PVC resin and associated additive 
materials, such as the modifiers and 
stabilisers required to make PVC profile. 
Using more recycled PVC in our 
manufactured products is a key step  
to reducing virgin resin consumption. 
We plan to increase recycling content up 
to our long-term target of 36% though 
investment will be required to improve 
tooling and other machinery to drive up 
production yield. The principal limiting 
factor to further increases in recycling 
beyond our target is the availability of 
feedstock (i.e. waste windows). 
Thereafter, achieving our emissions 
reduction target will require the use 
of lower embodied carbon resin and 
bio-based resin. Only a limited amount 
of these products are available today, 
and significant innovation and market 
development is required to deliver sufficient 
quantities of them at commercially viable 
prices to achieve our targets.
SUSTAINABILITY REPORT CONTINUED
2022 Scope 
1 & 2
Growth
Renewable 
Electricity
Fleet 
Optimisation
Fleet HVO
Car EV
Van 
Optimisation
Van EV
Forklift EV
Resulting 
Emissions
2034 
Target
-7.6
2022 Scope 3
-0.5
Growth
-3.9
Efficiencies
-2.1
Recycling
-0.7
Neovyn
-2.7
Bio-resin
-1.0
Supplier 
Engagement
5.8
Services
3.2
4.8
Driver
Driver
Emissions (ktCO2e)
Emissions (ktCO2e)
15.9
Transport
Fabricator
Business 
Travel
Employee 
Commuting
Scope 1 & 2
Resulting 
Emissions
2034 Target
194.9
68.4
-40.7 -17.2 -3.2
-38.5-23.5 -2.9 -4.5 -4.8 -0.6 -1.6 -4.7
121.1 121.8
Scope 1 and 2 Near-term Emissions Pathway
0
5.0
10.0
15.0
20.0
25.0
Scope 3 Near-term Emissions Pathway
0
100.0
150.0
200.0
250.0
300.0
50.0
The Scope 3 emissions reduction target 
is also dependent on increased supplier 
engagement and collaboration with 
respect to the other products we buy. 
We are dependent on key suppliers setting 
and meeting their own Net Zero targets.
Additional initiatives to be implemented to 
reduce remaining value chain emissions 
include cultural and policy changes 
within the business, such as encouraging 
staff to switch personal cars to EVs and 
persuading fabricators to use renewable 
electricity in their operations. 

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SUSTAINABILITY REPORT CONTINUED
SUSTAINABLE 
PRODUCTS
Innovative low-carbon products
We are committed to minimising the 
environmental impact of our products 
throughout their lifecycle. Our use of 
recycled PVC provides low-embodied 
carbon products for customers and 
prevents PVC waste from going to landfill. 
We also focus on developing thermally 
efficient products that help our customers 
minimise heat loss and reduce their  
energy costs.
In the future, we intend to disaggregate 
emissions to product level and develop an 
embodied carbon footprint for each major 
product, if feasible, to aid customers in 
making informed purchasing decisions for 
lower-carbon products.
Recycling operation
We are proud to be the leading UK-based 
recycler of PVC windows. Our extensive 
recycling capacity sits at the heart of our 
operations, our sustainability strategy, and 
will be critical to our Net Zero ambitions.
Our recycling operations process  
post-industrial and post-consumer 
waste into recycled material, 62% 
(2024) of which is then used in our own 
operations to produce our products. 
Most of the remaining by-product is scrap 
metal, which is sold to metal recyclers, 
with very little sent to landfill. 
Recycling operation benefits:
•	 Commercial: Addresses 
customer demand for sustainable, 
low‑carbon products
•	 Economic: Increases profits 
due to lower production cost of 
recycled compound
•	 Carbon savings: Lower-embodied 
emissions of recycled material are 
crucial for Net Zero transition and 
meeting SBTi targets.
2024 highlights:
•	 32.9k tonnes of post-consumer waste 
and 8.5k tonnes of post-industrial 
waste recycled
•	 18.0k tonnes of recycled materials 
were used in manufacturing our rigid 
PVC profiles, and 7.3k tonnes used 
in 100% recycled products or sold to 
trade extruders
•	 Recycled PVC represented 32% of total 
raw material consumption.
Our ambition
Our recycled content target has been 
adjusted to 36% by 2030, and this 
represents a crucial part of our Net Zero 
Transition Plan. Delivery will be dependent 
on several factors such as:
•	 Supply of recycled feedstock – 
to reach our recycled content target 
of 36%, alongside our sales growth 
ambitions, will require a significant 
increase in feedstock supply at 
acceptable purchase prices
•	 Legislative limitations – we will 
need to monitor any future changes in 
legislation and understand the potential 
impact on our targets
•	 Operational capacity – increased 
recycled content requires further 
investment in co-extrusion capacity and 
tooling, which is included in our ongoing 
investment plans
•	 Technological limitations – it is not 
currently commercially viable to use 
large quantities of recycled PVC in foam 
profile products.
The percentage of revenue from low-carbon 
products this year was 22% (2023: 22%). 
This represents all products that are  
co-extruded (contains recycled and virgin 
PVC content) or 100% recycled.
Thermally efficient products
Our window and door products are 
designed for enhanced thermal efficiency 
through low-thermal conductivity, 
measured by U-values. Our mainstream 
PVC fenestration products meet the Future 
Homes Standard level of 1.2 W/m2K,  
with some products reaching as low as  
0.8 W/m2K.
End of life
It is our aim to continue to recycle as  
much PVC as possible, moving where 
possible towards closed-loop recycling, 
whereby windows and other PVC profiles 
are continually recycled into new products. 
Our PVC profiles can be recycled up to  
ten times and have a life span of around 
100 years.
Responsible sourcing
Eurocell sources raw materials and  
traded goods from manufacturers 
worldwide. We have systems and 
processes in place to maintain ethical 
and sustainable relationships, for example, 
pre-appointment checks, in-life supplier 
reviews and contractual provisions for 
compliance with regulatory standards. 
The Head of Procurement manages 
supplier relationships and value chains.
Product quality and safety
Our goal is to provide high-quality 
products and services that satisfy our 
customers. We conduct thorough testing 
on all products for both quality and 
product safety reasons. We continuously 
improve our performance and adhere to 
ISO 9001 and other quality standards. 
Our manufacturing sites are accredited 
to ISO 9001, and we operate clear 
systems and procedures. We also provide 
necessary training and support to our 
colleagues, so they are able to play their 
part in delivering high standards of product 
and service quality.
Case study
Neovyn in Modus products
In 2024, we ran a successful trial to include a lower-embodied carbon 
resin in our Modus range of window profile. 
INEOS, one of our key resin suppliers, now produces a PVC resin (Neovyn), 
which has a footprint of 1.3 kg CO2 eq/kg PVC, 37% lower than the EU 
industry average. This has been achieved through switching to the use of 
renewable electricity for production. 
Looking forward, we will consider increasing the use of Neovyn in other 
profile ranges. As noted elsewhere in this report, we are also monitoring 
the development of bio-attributable alternatives to traditional PVC resins, 
although at present these are not available in sufficient quantities at 
commercially acceptable prices.
Darren Waters, CEO said:
“By integrating Neovyn into the Modus profile, we’re able to offer a  
product that not only delivers on exceptional energy performance  
but also represents a substantial reduction in carbon emissions.” 

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SUSTAINABILITY REPORT CONTINUED
ETHICS AND 
COMPLIANCE
Modern slavery
We have zero-tolerance for any form of 
modern slavery or human trafficking, and 
are absolutely committed to preventing 
modern slavery and human trafficking in 
our business activities and supply chains. 
We support the aims of the UK’s Modern 
Slavery Act and publish our Anti-Slavery 
and Human Trafficking Statement, which 
is approved by the Board annually, on our 
website at: investors.eurocell.co.uk.
We also conduct ongoing reviews of our 
suppliers to identify any potential risks. 
In addition, our employee induction 
process includes mandatory training 
on our Modern Slavery and Human 
Trafficking Policy.
Whistleblowing
We are committed to the highest 
standards of openness, honesty, integrity 
and accountability. The Group has a 
Whistleblowing Policy, and we take active 
steps to raise employees’ awareness of 
our whistleblowing platform.
This Policy makes all employees aware 
that they should report any serious 
concerns or suspicions about any 
wrongdoing or malpractice on the part 
of any colleague of the Group, without 
fear of criticism, discrimination or reprisal, 
as well as the procedure for raising 
such concerns. Examples include fraud, 
breakdown in internal controls, misleading 
customers, bribery, modern slavery, 
dishonesty, corruption and breaches of 
data protection or health and safety.  
All whistleblowers are protected under  
the Public Interest Disclosure Act.
Our independent whistleblowing 
hotline, which supports confidential and 
anonymous reporting, is available to all 
employees, contractors and suppliers, 
24/7, 365 days a year. Each case is 
investigated confidentially by the business 
with appropriate response measures 
taken. Whistleblowing cases are reported 
to the Audit and Risk Committee and 
ultimately to the Board.
Any reports are assessed by our triage 
team and also reported to Alison Littley, 
Non-executive Director and Board 
Whistleblowing Champion. Each case was 
found to represent a colleague grievance 
matter, rather than a whistleblowing event, 
and no wrongdoing trends were identified. 
Anti-bribery and corruption (‘ABC’)
We are committed to acting fairly and 
with integrity, and take a zero tolerance 
approach to bribery, corruption or 
any other unethical or illegal business 
practices. Applying to all employees and 
suppliers, we explicitly prohibit any form  
of bribery or corruption, including:
•	 Money laundering
•	 Facilitation payments, which are typically 
unofficial payments made to secure or 
expedite a routine government action  
by a government official
•	 Kickbacks
•	 Political contributions
•	 Sponsorships.
In addition, we are committed to 
minimising any conflicts of interest, 
whereby an individual’s personal interests 
may compromise their judgement in the 
workplace, that may arise.
We will take disciplinary and/or legal 
action as appropriate in all cases of 
actual or attempted fraud across all 
operations. We will not obstruct any formal 
investigations or legal proceedings relating 
to any incident of corruption at Eurocell.
All staff complete training on our Anti-Bribery 
Policy as part of their induction, and are 
subsequently required to complete refresher 
training each year. In 2024, there were no 
incidents of employees being disciplined or 
dismissed due to non-compliance with our 
Anti-Bribery Policy (2023: nil).
The Audit and Risk Committee, ultimately 
reporting to the Board, is responsible for 
reviewing the policies and procedures in 
place to prevent bribery, and for ensuring 
compliance across the Group. The 
Committee is satisfied that the Group’s 
procedures with respect to these matters 
are adequate. During the year, the impacts 
of the Economic Crime and Corporate 
Transparency Act (2023) were assessed, 
and a review is in progress to ensure 
compliance with the revised requirements.
Human rights
We do not consider human rights issues to 
be a material risk for the Group due to the 
existing regulatory frameworks in the UK, 
within which our operations are confined. 
We do, however, acknowledge there is 
greater risk in our supply chain, and are 
therefore committed to conducting due 
diligence across our supply chain, in line 
with the Modern Slavery Act. In addition, 
employees and other relevant internal 
and external stakeholders can report any 
concerns relating to human rights across 
Eurocell’s direct operations or supply chain 
through our confidential whistleblowing 
channel. No violations on human rights 
have been reported in 2024 or in the 
previous three years.
Information systems and 
technology (‘IS&T’)
At Eurocell we respect the privacy of 
colleagues, customers, suppliers and all 
other parties with which we interact. We 
seek to minimise the amount of personal 
data we collect, and to ensure the robust 
and sufficiently segregated storage of any 
data that is held.
Information security and cyber threats are 
increasing risks. In 2022 we experienced 
a cyber incident which caused disruption 
to our operations and compromised the 
security of some employee personal 
data. Cyber security continues to receive 
considerable management attention, 
as well as focus from the Audit and 
Risk Committee and the Board. This is 
also reflected in the results of our ESG 
materiality assessment, which placed 
cyber and data security among the most 
material issues facing the business.
Since the incident in 2022, we have:
•	 	Rolled out an extensive programme of 
mandatory cyber security training to all 
colleagues in a series of monthly short 
videos and quizzes covering a range 
of security threats and ways to mitigate 
the risks
•	 Strengthened our cyber risk detection 
tools, including vulnerability analysis 
penetration testing
•	 Strengthened our incident response 
measures through implementing 
managed detection and response (‘MDR’), 
security instant event monitoring 
(‘SIEM’), privileged access management 
(‘PAM’) and firewall hardening
•	 Reviewed the performance of our 
business continuity plans and made 
appropriate adjustments in response to 
the incident to identify gaps and areas 
for improvement.
Tax transparency
We recognise the responsibility we have 
to our stakeholders and communities to 
set the highest standards of corporate 
conduct, and paying the right amount 
of tax is fundamental to this. Across our 
entire operations, we are committed to 
compliance with tax law and practice,  
and are committed to compliance with  
the spirit as well as the letter of the law.
Our Tax Strategy is reviewed, discussed 
and approved by the Board annually 
and our Tax Policy is available at: 
investors.eurocell.co.uk. The Audit and  
Risk Committee periodically reviews the 
Group’s tax affairs and risks.
We have held the Fair Tax Mark 
accreditation since 2019. Fair Tax Mark 
is an independent certification, which 
recognises organisations that demonstrate 
they are paying the right amount of 
corporation tax in the right place, at the 
right time.
Section 172 statement
The Board reviews all matters and 
decisions through the consideration 
and discussion of reports which 
are sent in advance of each of their 
meetings and through presentations 
to the Board. When the Directors 
discharge their duty as set out in 
section 172 of the Companies Act 
2006 (‘section 172’ or ‘s.172’), they  
have regard to the other factors set  
out on page 72.  
The Directors are required to include  
a statement of how they have had 
regard to stakeholders and the other 
factors set out in section 172(1)  
(a) to (f) when performing their duty.  
The full s.172(1) statement may be 
found on pages 72 and 76. On pages 
72 to 76, we have set out examples 
of how the Directors have had regard 
to the mattersin s.172(1)(a) to (f) when 
discharging their section 172 duty.
Non-financial and sustainability 
information 
In order to consolidate our reporting 
requirements under sections 414CA  
and 414CB of the Companies Act 2006 
in respect of Non-Financial Reporting, 
the table on page 89 shows where in 
this Annual Report and Accounts to find 
each of the disclosure requirements.

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TCFD
We are committed to retaining our 
status as a leader in sustainability 
within the fenestration sector. 
We recognise that climate change poses significant risks and opportunities to 
our business and stakeholders. Our TCFD report demonstrates how we incorporate 
climate-related risks and opportunities into the Group’s strategic planning,  
decision making and risk management processes, aligned to our Net Zero ambition.
Task Force on 
Climate-related 
Financial Disclosures 
(‘TCFD’) 
We previously set our Net Zero target 
date as 2045. We have now set an interim 
target year of 2034, and submitted our 
emissions reduction targets to the Science 
Based Targets initiative (‘SBTi’) framework. 
We have also published a Net Zero 
Transition Plan, detailing our pathway to 
achieving these target dates. The pathway 
includes updated objectives for some 
of our ESG KPIs (e.g. greenhouse gas 
emissions and energy use) in line with our 
overall Net Zero goal. 
This year we have also enhanced our 
analysis of transition and physical  
climate-related risks with quantification, 
helping us to assess their impact and 
develop plans to mitigate risks and 
maximise opportunities.
The Board considers that the climate-related 
risks and opportunities of the business are 
integrated with the risks and opportunities 
of the Group, and that as such, any 
climate-related impact on the Group would 
originate in the operating businesses. 
The assessment of the impact of climate 
change on the value of the Group is 
carried out at least annually, or when a 
triggering event occurs, and no impairment 
charge has arisen. The interests of the 
Group’s internal and external stakeholders 
are also considered as part of this 
assessment, when appropriate.
The Board has noted the requirement for 
mandatory climate-related disclosures 
arising from the Companies (Strategic 
Report) (Climate-related Financial 
Disclosure) Regulations 2022, as well  
as FCA UK Listing Rule 6.6.6R.  
On the following page we have set out 
our climate-related financial disclosures, 
cross referenced in the table opposite, 
fully consistent and compliant with all 
of the 11 TCFD recommendations and 
recommended disclosures as detailed in 
‘Recommendations of the Task Force on 
Climate-related Financial Disclosures’, 
2017, with additional guidance from 
‘Implementing the Recommendations 
of the Task Force on Climate-Related 
Financial Disclosures’, 2021.
Detail on the 11 recommended disclosures can be found on the following pages: 
Recommendation
Recommended disclosures
Reference
Governance 
Disclose the organisation’s 
governance around climate-related 
risks and opportunities.
a) Describe the Board’s oversight of climate-related risks and opportunities
Page 41
b) Describe management’s role in assessing and managing climate-related 
risks and opportunities
Page 42
Strategy
Disclose the actual and potential 
impacts of climate-related risks 
and opportunities on the organisation’s 
businesses, strategy, and financial 
planning where such information 
is material.
a) Describe the climate-related risks and opportunities the organisation has 
identified over the short, medium, and long term
Pages  
44 to 50
b) Describe the impact of climate-related risks and opportunities on the 
organisation’s businesses, strategy, and financial planning
Pages  
44 to 50
c) Describe the resilience of the organisation’s strategy, taking into consideration 
different climate-related scenarios, including a 2°C or lower scenario
Pages  
44 to 50
Risk Management
Disclose how the organisation 
identifies, assesses, and manages 
climate-related risks.
a) Describe the organisation’s processes for identifying and assessing 
climate-related risks
Page 43
b) Describe the organisation’s processes for managing climate-related risks
Page 43
c) Describe how processes for identifying, assessing, and managing  
climate-related risks are integrated into the organisation’s overall 
risk management
Page 43
Metrics and Targets
Disclose the metrics and targets used 
to assess and manage relevant  
climate-related risks and opportunities 
where such information is material.
a) Disclose the metrics used by the organisation to assess climate-related risks 
and opportunities in line with its strategy and risk management process
Pages  
44 to 50
b) Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas 
(‘GHG’) emissions, and the related risks
Pages  
30 to 32
c) Describe the targets used by the organisation to manage climate-related 
risks and opportunities and performance against targets
Page 24
Governance
Board oversight of climate-related risks and opportunities
The Board reviews and is ultimately accountable for all ESG matters, including climate-related issues and progress against  
climate-related targets. Board expertise on climate change and ESG more broadly is provided by Alison Littley (Non-executive 
Director), Chair of the Social Values and ESG Committee. This Committee provides oversight of the Group’s ESG programme, 
including climate change, and monitors progress against climate-related targets. 
The Committee includes four independent 
Non-executive Directors, including Alison 
Littley (Chair). The Chief Executive, 
Chief Financial Officer, Head of Safety, 
Health and Environment, and our People 
Director, are also members and it meets 
at least three times per annum. Relevant 
senior management are invited to attend 
Committee meetings as appropriate to the 
agenda. Alison Littley updates the Board 
on the activities of the Committee at Board 
meetings, which typically follow within one 
day of the Committee meeting.
The Committee accesses specialist 
advice on ESG matters and has engaged 
with expert sustainability consultants 
throughout the target-setting and 
transition-planning process. In 2024, 
the Committee also facilitated a teach-in 
session for all Board members on  
climate-related issues and developments. 
Following submission of our targets to 
the SBTi, the associated action plans 
have been cascaded to the relevant 
senior management responsible for 
delivery. The Social Values and ESG 
Committee, will continue to oversee 
and monitor progress towards our Net 
Zero targets and receive regular updates 
from Executive Committee members on 
performance against the key milestones 
of the Transition Plan. 
The Executive Committee has day-to-day 
responsibility for identifying, assessing, 
monitoring and managing risks. The 
Committee meets monthly, with risk 
management included as a standing 
agenda item to facilitate the discussion 
and management of any emerging or 
increasing risks, including climate-related 
risks (both physical risks at site level, and 
transitional risks). Our operational and 
commercial leaders also consider any 
climate-related risks within their respective 
business units, through discussions with 
site managers, and local and regional 
branch managers. As previously noted,  
the Executive Committee consolidates 
these discussions with a full risk register 
review every six months, with the results 
reported to the Audit and Risk Committee. 
 

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TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES 
CONTINUED
Board
Ultimately accountable for climate-related issues:
Social Values and  
ESG Committee:
Formal oversight of climate change and 
responsible 
for climate-related targets
Audit and Risk  
Committee:
Supports the Board with responsibilities  
for risk management
Remuneration Committee:
Will investigate integrating climate 
performance into remuneration packages 
this year
Executive Committee
Responsible for operationalising the climate change multi-year plan 
Day-to-day responsibility to assess, monitor and manage climate-related risks and opportunities
Profiles Division
Consolidate, monitor and manage climate-related risks 
at subdivisional level shown below
Building Plastics Division
Consolidate, monitor and manage climate-related  
risks at divisional level
Operations 
Sales  
Vista  
Local and regional  
branch leads
Identify, report and monitor site-level climate-related risks
Identify, report and monitor branch-level climate-related risks
Climate-related governance framework
Risk management
Group risk management process 
overview
The Board is also responsible for risk 
management, supported by the Audit 
and Risk Committee and informed by 
the Executive Committee. The Board 
defines risk appetite and monitors the 
management of significant risks, including 
climate-related risks and opportunities. 
Climate-related risks are included in the 
Group risk register, which is reviewed and 
subsequently presented to the Audit and 
Risk Committee by Executive Management 
biannually. Responsibility for each risk on 
the Group risk register is allocated to a 
member of Executive management,  
with responsibility for sustainability and 
climate change risk allocated to the  
Chief Executive.
Processes to identify, assess and 
monitor climate-related risks
Sustainability and climate change is 
deemed a principal risk for the Group  
and is therefore included on the strategic 
risk register. 
Our risk assessment process considers 
existing and emerging risks and all risk 
categories outlined in the TCFD 
recommendations in relation to our 
operations. Climate-related risk 
identification is performed both bottom-up, 
through a detailed assessment at 
operational site level, as well as top-down, 
through an assessment of strategic and 
market risks. 
Site-level environmental risks, including 
climate-related risks, are identified as 
part of our operational risk assessments. 
Our Head of Estates and Facilities 
Management is responsible for identifying 
and assessing the environmental risks 
of existing and potential sites. Any risks 
identified will be escalated to the relevant 
Executive Committee member, who 
consolidates risks within their own area of 
responsibility and reports to the monthly 
Executive Committee meeting. In most 
cases, the relevant Executive Committee 
member is either the Chief Operating 
Officer (for the Branch Network and 
supply chain) or the Chief Executive  
(for all other sites). 
Identifying and assessing environmental 
risks at our branch sites is largely via 
environmental surveys. Our branches 
are typically leased on individual 10-year 
contracts, with 5-year break clauses 
that can be exercised if a risk becomes 
unacceptable. 
Environmental risks at our operational sites 
are managed through the local business 
continuity plans, held by our operational 
managers for extrusion, warehousing and 
secondary operations sites respectively. 
The business continuity plans are tested 
periodically and updated for any required 
improvements. We have enhanced our 
site-level assessment of physical  
climate-related risks using a physical risk 
analysis software tool, which has provided 
greater depth to our risk analysis. 
Risk rating process
Climate-related risks are assessed and 
prioritised in a similar way to all other risks  
on the Group’s strategic risk register.  
Risks are assessed on a five-point scale 
for both the probability and impact of 
the risk occurring, providing an overall 
risk rating calculated by multiplying the 
probability by the impact. 
The probability ranges from A (Almost 
Certain) to E (Rare), whilst we assess 
the impact on a scale of 1 (Very High) 
to 5 (Very Low). The impact rating is 
financial, measured in absolute terms or 
as a percentage of EBITDA per annum. 
However, for certain risks, the impact 
rating may also reflect the impact on the 
Group’s reputation or on the environment, 
or whether the effect is localised or 
widespread. The resulting overall risk rating 
categories are: Negligible, Low, Medium, 
High or Critical. 
Now that we have determined our Net 
Zero Transition Plan, we have developed 
our assessment of climate-related risks 
and opportunities and now consider them 
on a net (mitigated) basis. We continue to 
provide details of mitigation strategies and 
plans to capitalise on opportunities. 
Risks on our strategic risk register are 
generally assessed on a three-year 
business planning cycle. Recognising the 
longer time horizon of many climate-related 
risks, however, the following timescales 
are applied: 
Scale
Criteria
Short 
term
0–3 years (in line with our 
strategic planning and risk 
management horizon)
Medium 
term
3 years–2034 (aligned to our 
Interim Net Zero target in 2034)
Long 
term
2034–2045 (aligned to our  
Net Zero target, the useful 
life of our facilities and 
encompassing long-term policy 
and industry trends)
This year, with the help of expert 
sustainability consultants, we have 
reviewed and updated our assessment 
of climate-related risks and opportunities 
across the Group in line with the TCFD 
reporting requirements.
Managing and integrating climate 
into wider risk management 
As described above, risk management, 
including climate change, is now a 
standing agenda item for the monthly 
meetings of the Executive Committee.  
This includes consideration of divisional 
level risks and the status of ongoing 
mitigating actions, as well as a review of 
any emerging or increasing risks. Every 
six months, each division will conduct 
a review of its risks with the Group Risk 
Management team in advance of the 
Executive Committee’s in-depth risk 
register review. 

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Strategy
Our approach to climate  
scenario analysis
In 2023, we undertook a substantial 
qualitative analysis of the resilience of our 
business model and strategy under the 
guidance of an independent third-party 
consultant, CEN Group. Physical risks 
were analysed using four scenarios from 
the Intergovernmental Panel on Climate 
Change (‘IPCC’) embedded in the Munich 
Re software platform used to analyse 
physical risks of climate change: 
•	 RCP 2.6: a climate-positive pathway, 
likely to keep global temperature rise 
below 2°C by 2100. CO2 emissions 
start declining by 2020 and get to zero 
by 2100
•	 RCP 4.5: an intermediate and probably 
baseline scenario more likely than not to 
result in global temperature rise between 
2°C and 3°C by 2100 with a mean sea 
level rise 35% higher than that of RCP 
2.6. Many plant and animal species will 
be unable to adapt to the effects of RCP 
4.5 and higher RCPs. Emissions peak 
around 2040, then decline
•	 RCP 7.0: a baseline outcome rather 
than a mitigation target and represents 
the medium-to-high end of the range of 
future emissions and warming resulting 
from no additional climate policy
•	 RCP 8.5: a bad case scenario where 
global temperatures rise between 4.1–
4.8°C by 2100. This scenario is included 
for its extreme impacts on physical 
climate risks as the global response to 
mitigating climate change is limited. 
For the transition risks and opportunities, 
we have used the following climate-related 
scenarios from the International Energy 
Agency, which are far more descriptive 
and useful for modelling more positive 
climate outcomes. The scenarios have 
been considered at a high-level, whereby 
transition risks are generally greater  
(more likely and with greater impacts) in 
the lower-carbon scenario compared to 
the higher-carbon scenario. 
•	 Net Zero 2050 (‘NZE’): an ambitious 
scenario, which sets out a narrow 
but achievable pathway for the global 
energy sector to achieve Net Zero CO2 
emissions by 2050. This meets the 
TCFD requirement of using a ‘below 
2°C’ scenario and is included as it 
informs the decarbonisation pathways 
used by the Science Based Targets 
initiative (‘SBTi’), which validates 
corporate Net Zero targets and ambition.
•	 Stated Policies Scenario (‘STEPS’): 
a scenario, which represents the roll 
forward of already announced policy 
measures. This scenario outlines a 
combination of physical and transitions 
risk impacts as temperatures rise by 
around 2.4°C by 2100 from pre-industrial 
levels, with a 50% probability. This 
scenario is included as it represents a 
base case pathway with a trajectory 
implied by today’s policy settings.
Climate-related risks and 
opportunities
Seven climate-related risks and five 
climate-related opportunities, that could 
have a material impact on the Group,  
have been identified, which are discussed 
below on a net (mitigated) basis. 
Following third-party and internal 
analyses of these climate-related risks 
and opportunities, our current view is that 
significant financial planning or budgetary 
change as a result of climate change is not 
likely to be required.
TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES 
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Key risks
Six transitional, and one physical climate-related risks, have been identified. 
Operational exposure to carbon pricing mechanisms
TCFD Category: Transition (Policy and Legal)
Own operations
Higher costs associated  
with energy 
Short-term
Impact: 4 (Low)
Likelihood:  
A (Almost certain) 
Net Risk Rating:  
Medium risk
Scenario: NZE
Metrics: Scope 1 and 2 
emissions
Risk
Increased operational costs as a result of exposure to carbon pricing mechanisms. 
Description
The implementation of operational carbon pricing is one of the levers used by regulators to achieve 
decarbonisation of energy and industrial production, either through higher energy costs or direct carbon 
taxes applied to our gas and electricity used (Scope 1 and 2 emissions). We forecast this impact to be 
greatest in the short term, and to decrease over the medium and long term as we achieve emissions 
reduction in line with our Net Zero ambitions. Forecast prices are greater in the NZE Scenario. 
Mitigation
The impact of the risk is expected to be moderated through our efforts to reduce Scope 1 and 2 
emissions to minimal levels, with the key actions identified and included in our Net Zero Transition Plan.
Carbon pricing in the value chain
TCFD Category: Transition (Policy and Legal)
Upstream
Increased cost of 
purchased goods and 
inbound transportation
Short-term
Impact: 1 (Very high)
Likelihood: D (Unlikely)
Net Risk Rating: High risk
Scenario: NZE
Metrics: Scope 3 
emissions (Category 1)
Risk
Increased costs throughout the supply chain due to carbon pricing pressure. 
Description
Our ability to continue to reduce emissions in line with our 2045 Net Zero target will be influenced by 
some factors beyond our control, such as the decarbonisation of electricity grids, increased costs 
of raw materials as suppliers work to meet decarbonisation targets, and the development of zero 
emissions transportation. Investment in lower-carbon processing, equipment and facilities impacts 
the cost of raw materials. The development of a low-embodied carbon alternative to virgin PVC resin 
at a commercial price is the most significant of these supply chain risks for Eurocell, which could lead 
to increased costs. The fossil fuel industry is exposed to global regulatory and policy decisions in the 
drive to reduce emissions, and these changing policies may also impact the reliability of our supply 
chain and the price of our key raw materials.
Mitigation
We engage with key suppliers to understand their own plans to reduce emissions and improve the 
sustainability of their products. We closely monitor the development, availability, pricing, quality and 
carbon footprint of new products that produce PVC from alternatives to fossil fuels, such as bio-based 
raw materials. 
Failure to achieve our recycling targets 
TCFD Category: Transition (Market, Reputation)
Own operations and 
Upstream
Higher costs, lower 
revenue
Medium and long-term
Impact: 1 (Very high) 
Likelihood: C (Possible)
Net Risk Rating:  
Critical risk 
Scenario: STEPs
Metrics: Scope 3 
emissions; % of recycled 
PVC used in production
Risk
Failure to reduce carbon emissions through inability to increase the proportion of recycled PVC used  
in production.
Description
The percentage of recycled PVC used in our production process has increased steadily in recent 
years, up to 32% in 2023 and 2024. Our medium-term target is to increase this to 36% by 2030 
and thereby reduce Scope 3 emissions. The biggest risk to achieving our target is the availability of 
sufficient feedstock at acceptable prices. This risk increases in the medium and long term as we need  
to source sufficient feedstock to achieve the 36% target and match our planned growth. We also 
require building standards and regulations to continue to support the use of recycled PVC. 
Mitigation
To source sufficient material, we will engage with existing and potential new suppliers, housing 
associations and fabricators to maintain and increase our supply of waste PVC, using longer-
term contracts with larger suppliers where possible. We will continue to invest in research and 
development, and tooling to increase the yield in our recycling plants. We will also engage with 
governmental and industry bodies to help shape product and building standards to support 
increased use of recycled PVC in our products.

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Cost of capital and investor interest linked to sustainability 
criteria
TCFD Category: Transition (Market, Reputation)
Own operations
Higher cost of capital
Medium-term
Impact: 5 (Very low)
Likelihood: B (Likely) 
Net Risk Rating: Low risk
Scenario: NZE
Metrics: Scope 1, 2 and 
3 emissions; UK interest 
rates
Risk
Increased cost of capital and/or decreased access to funding through failure to meet performance 
and disclosure requirements. 
Description
Increased investor and lender expectations in relation to sustainability performance and disclosure 
creates risks on the availability and cost of capital. With an existing revolving credit facility of £75m 
extending to 2027, our funding risk is minimal in the short term. However, over the medium term, 
investors and banks are expected to be more stringent and withdraw funding or apply punitive 
charges if ongoing targets on emission reduction are not aligned to their own Net Zero targets.
Mitigation 
We remain in continued dialogue with lenders, rating agencies, investors and sustainability experts to 
ensure our climate change disclosure is in line with the latest regulatory requirements. Completing a 
materiality assessment, incorporating the views of investors and banks, has ensured we are focused 
on priority ESG topics, with action plans to reduce emissions built in to our Net Zero Transition Plan, 
including associated targets and KPIs.
Customer and consumer pressure
TCFD Category: Transition (Market, Reputation)
Downstream
Lost revenue
Medium-term
Impact: 3 (Medium)
Likelihood: B (Likely) 
Net Risk Rating: High risk
Scenario: NZE
Metrics: Scope 3 
emissions; thermal 
efficiency of products 
(U-value)
Risk
Loss of customers and revenue through failure to meet customer standards and consumer preferences.
Description
Large house builders generally prefer suppliers who are at the forefront of embodied carbon reduction 
and who supply products which reduce energy use. If we do not continually improve our performance 
in this area, including meeting the relevant disclosure or regulatory requirements as they develop 
(e.g. disclosure of embodied carbon in the products we supply), we could, over time, lose customers 
and market share. In addition, consumer awareness of their own carbon footprint is continuing to 
increase and a growing desire for sustainable living is resulting in changes to demand patterns, with 
an increased preference for lower-embedded carbon products. There is a medium-term risk that 
some product lines will no longer be of interest to customers aligning with Net Zero. 
Mitigation
We engage with customers to ensure new products are designed to meet their changing 
requirements, and that our targets are aligned with theirs, and meet internal and external 
environmental requirements. We focus on energy efficient windows and improved insulation to 
enable housebuilders to achieve desired EPC ratings on their new builds and meet the technical 
specifications they require for zero carbon homes. Our full carbon footprint analysis, including  
Scope 3 emissions, will enable us to calculate the embodied carbon in our PVC profile if required.
Key risks continued
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CONTINUED
Existing and emerging government standards and regulation
TCFD Category Transition (Policy and Legal)
Own operations
Higher costs/disruption 
of production
Medium-term
Impact: 4 (Low)
Likelihood: B (Likely)
Net Risk Rating: Medium 
risk
Scenario: NZE
Metrics: R&D expenditure 
to meet regulatory 
standards
Risk
Increased costs of production and associated R&D to ensure products meet increasing government 
standards. Possible disruption to production as standards are implemented.
Description
The Group may be adversely affected by changes in government and other regulations relating to 
the manufacture and use of materials and resources; particularly energy use in homes and carbon 
commitments, as well as the use of plastics and polymers in our manufacturing process. The Future 
Homes Standard (‘FHS’) regulation requires a 75–80% reduction in carbon emissions from new 
homes, although the precise timing and transition period are still to be confirmed. These specifications 
will need to be met when constructing, extending or renovating UK homes, and large housebuilders 
aiming to achieve ‘zero-carbon homes’ will likely focus on using products that help customers save 
energy. If Eurocell products do not align to these new standards, we will lose market share and suffer 
reputational damage.
Mitigation 
We engage and consult regularly with regulators and participate in the Future Homes Hub to 
support the Future Homes Delivery Plan – a sector-wide plan to embed key environmental issues 
into housebuilding. We have established an R&D programme and several of our products already 
meet these regulations. We also engage with customers and suppliers to support meeting future 
regulations. We are developing thermally efficient products to help our customers minimise heat loss, 
such as the Modus triple glazed widow.
Flood risk
TCFD Category: Physical (Chronic)
Own operations
Higher costs/disruption 
of production
Short, medium  
and long-term
Impact: 5 (Very low)
Likelihood: C (Possible) 
Net Risk Rating: 
Negligible risk
Scenario: RCP 8.5
Metrics: Number of 
flooding incidents; costs 
of flood incidents
Risk
Cost of damages, lost revenue (loss of sales and disruption to operations), and increased insurance 
premiums resulting from increasing flood events across operational and branch sites.
Description
Changing weather patterns and an increase in the number and severity of extreme weather events have 
caused issues relating to flooding, across the United Kingdom. The Munich Re Location Risk Intelligence 
Tool was used to assess physical climate risk and we considered a cross section of branches and all 
our manufacturing and recycling plants. Of the sites assessed, no material flood risks were identified. 
Given the current flooding issues in the UK, we consider flood risk to be the most significant (though low) 
physical risk to the Group and to increase in higher temperature scenarios. 
Mitigation
All divisions have business continuity and recovery plans, which monitor risks to staff and premises 
from metrological events. Additionally, all sites have flood damage insurance cover with limits that 
reflect the magnitude of risk. The diversified locations, as well as flood risk assessment prior to lease 
contracts being signed, mean it is unlikely that several sites would flood at any given time, and hence 
the financial impact would be minimal.

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Key opportunities
Five opportunities have been identified that could have an impact on our business, either through enhanced revenues or 
decreased costs and emissions. 
Increased recycling, process innovation and material efficiency
TCFD Category: Resource Efficiency 
Own operations/ 
downstream
Decreased costs
Long-term
Impact: 3 (Medium)
Likelihood: D (Unlikely)
Net Rating: Medium 
opportunity
Scenario: NZE
Metrics: Scope 3 
emissions; revenues 
from energy-efficient 
products
Opportunity
Cost and emissions reductions through increased recycling, and production and material efficiency.
Description
The use of recycled PVC pellets typically has an embodied carbon footprint c.50% lower than virgin PVC 
pellets. The cost of producing recycled material is usually lower than the purchase cost of virgin material, 
and substantially lower than the cost of alternative resins that will otherwise be required to meet our Net 
Zero ambitions. Therefore, products manufactured through efficient processes with increased recycled 
material content can significantly lower our cost of production and reduce carbon emissions, and will 
be an important part of our transition to Net Zero. This opportunity is expected to be greater in the NZE 
scenario as the policy focus on initiatives to reduce carbon emissions is higher.
Strategy to realise opportunity
In 2024, we used 32% recycled material in the manufacture of our products. We have a target to 
increase this to 36% by 2030 and will develop the feedstock supply chain to support this. This year we 
also used a lower-embodied carbon PVC resin (37% below the EU average) in our Modus profile.  
The replacement cycle for our extrusion plant allows us to capture production efficiency gains through 
use of the latest technology. We continue to invest to improve the efficiency of our existing extrusion  
and recycling plants and increase their production yield.
Product design – resource and thermal efficient products
TCFD Category: Product and Services, Market 
Own operations/ 
downstream
Increased sales
Medium and long-term
Impact: 1 (Very high)
Likelihood: B (Likely) 
Net Rating: Critical 
opportunity
Scenario: NZE
Metrics: Scope 3 
emissions; revenues 
from energy-efficient 
products 
Opportunity
A growing market for thermally efficient products leading to increased revenue.
Description
Products, which are thermally efficient will reduce consumer energy use, as well as help housebuilders 
achieve zero-carbon homes and meet the Future Homes Standard (‘FHS’). Consumer awareness of 
home improvement as a means of reducing heating bills is driving demand for earlier replacement of old 
windows and other products such as conservatory roofs. Innovative product design is key to continued 
revenue growth and also helps to maintain competitive positioning. We focus on improving airtightness, 
insulation and energy efficiency, and expect the demand for these products to increase with the adoption  
of the FHS (the timing and transition still to be confirmed).
Strategy to realise opportunity 
To maximise this opportunity, we will target R&D and marketing spend on low-carbon products and 
collaborate with key customers to develop best-in-class, resource and thermally efficient products.  
We have a dedicated technical centre focused on product enhancement and development of innovative 
new products is a key objective. For example, the Modus triple glazed window significantly reduces heat 
loss in houses due to its superior insulation. It also includes more than 50% recycled PVC. In addition, 
our new flat rooflight (Luma) has strong thermal insulation characteristics. We expect products such as 
these to grow as consumers and housebuilders focus on zero-carbon homes.
TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES 
CONTINUED
Water and waste savings
TCFD Category: Resource Efficiency
Own operations
Decreased costs
Medium-term
Rating: Low
Metrics: Water and 
waste costs per 
annum; Scope 1 and 2 
emissions
Opportunity
Operational cost savings through water and waste reduction. 
Water savings
Description
Various opportunities and initiatives exist to reduce water usage across the Group. Our main use of water  
is in the extrusion cooling process and in washing of scrap PVC to remove impurities before recycling.
Strategy to realise opportunity
Various initiatives are underway aimed at re-using factory water, including improvements to our closed 
loop recycling system, where the water is filtered, purified, and neutralised to maintain its quality. 
This system significantly reduces the environmental impact of extrusion processes, by conserving water 
resources and reducing levels of contaminated water released into the environment, and also minimises 
consumption and disposal costs.
Waste savings
Description 
We aim to reduce and recycle general waste products and packaging wherever possible. Packaging 
accounts for c.5% of waste generated by Eurocell and there is potential to reduce it. There is also an 
opportunity to improve the processing of by-products from our recycling process (metal, rubber, wood)  
to enable greater recycling. We have a target to increase waste recycled by 2% per annum from our 
2020 baseline (resulting in 88% by 2025), and 1% per annum thereafter (resulting in 93% by 2030). 
In 2024, 69% of our waste was recycled (2023: 76%). We have also committed to a maximum of 5% 
of waste to landfill by 2025 and 1% by 2030.
Strategy to realise opportunity
We operate a waste management improvement plan. At third-party sites, which act as a collection and 
delivery hub for post-consumer waste windows, we are implementing processes that allow for cleaner waste 
streams. We will continue to develop partnerships with waste services providers, to optimise end-to-end 
material recovery. We aim to reduce the environmental impact of our packaging through lowering the amount 
of packaging used, including thinner packaging, using packaging with more recycled content and eliminating 
packaging made from single-use plastics. 

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Decreasing the amount of energy used and  
increasing the amount of renewable energy used
TCFD Category: Energy Source
Own operations
Reducing emissions
Medium-term
Impact: 5 (Very low)
Likelihood: A (Almost 
certain)
Net Rating: Low 
opportunity
Scenario: NZE
Metrics: Energy 
consumption; Scope 1 
and 2 emissions
Opportunity
Operational cost savings through reduced energy consumption and reduced emissions through using 
more renewable energy.
Decreasing the amount of energy used
Description
The Group’s near-term decarbonisation profile includes opportunities for energy efficiency and electricity 
savings. With our extrusion, foiling and recycling plants all currently running on electricity, our electricity 
consumption accounts for 95% of our energy use. 
Strategy to realise opportunity
We continue to drive operational efficiencies, including reducing idle time and optimising temperatures 
on extrusion lines and chillers. We have also reviewed the usage of compressed air and smart energy 
metering, leading to actionable outcomes to reduce electricity usage. In addition, we are researching 
potential methods to reduce the energy intensive foiling process.
Increasing the amount of renewable energy used
Description
There is also an opportunity to further reduce emissions by transitioning to renewable energy contracts 
and reduce reliance on the grid through in-house renewable generation. 
Strategy to realise opportunity
In 2024, 95% of the Group’s electricity was purchased on renewable contracts and we aim to increase 
that further in the years ahead. The 1.1MWp(2) solar panel system installed at our main extrusion facility 
became operational in 2024 (lifetime CO2e saving of c.3,500t), and the project to add solar panels at our 
main distribution centre will start shortly. 
Transportation
TCFD Category: Resource Efficiency
Own operations/ 
upstream/downstream
Decreased costs
Long-term
Impact: 4 (Low)
Likelihood: A (Almost 
certain)
Net Rating: Medium 
opportunity
Scenario: NZE
Metrics: Scope 1 and 
3 emissions (Upstream 
and Downstream 
Transportation and 
Distribution)
Opportunity 
Cost savings, decreased carbon emissions and decreased exposure to carbon prices through 
decarbonisation of fleet vehicles.
Description
Decarbonisation of our third-party distribution fleet and company vehicles is a significant opportunity 
to reduce emissions. This may require additional investment over the medium term to transition and 
upgrade vehicles. Additionally, further technological development is required for zero emissions heavy 
goods vehicles to become viable e.g. either via electric vehicles or the potential use of hydrogen or  
other biofuels (‘HVO’) as an alternative fuel source. 
Strategy to realise opportunity
Company vehicles
In 2024 we continued to upgrade our warehouse material handling plant with electric alternatives, as 
existing plant lease agreements expire. In addition, we expect to install a telemetric system in our branch 
network vehicles to improve the efficiency of route planning and load maximisation. We will continue to 
explore options to progressively convert other company vehicles to electric and increase EV charging 
infrastructure at branches. 
Third-party distribution
We will work with our third-party logistic supplier to use software to improve route efficiency. We will also 
engage with them to better understand the potential for decarbonisation of our commercial distribution 
fleet, including a switch to HVO fuels. Whilst this would further reduce our Scope 3 upstream and 
downstream transportation and distribution emissions, the bulk of this reduction would likely only take 
place in the medium term.
Key opportunities continued
TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES 
CONTINUED
Metrics and targets
Climate-related metrics
We report our full carbon footprint  
covering Scope 1, 2 and 3 greenhouse 
gas emissions. However, this work is 
based on a number of management 
estimates and we expect more variation in 
the coming years as we continue to refine 
our methodology. This year, for example, 
we conducted a colleague commuting 
survey and engaged with suppliers to 
capture more accurate data to underpin 
our Category 1 and Category 7  
emissions respectively.
The specific metrics we use to 
monitor each of the climate-related 
risk and opportunities are noted in  
the previous tables. 
Additional environmental metrics we 
monitor include recycled materials used 
in production and emissions saved as 
a result, emissions intensity, energy 
and renewable energy use and waste 
generation, as reported on page 24. 
Climate-related targets
We are committed to being a responsible 
business and working to minimise our 
impact on climate change and, as set 
out in the Sustainability Report on pages 
22 to 39, in 2024 we continued working 
towards reducing our Scope 1, 2 and 3 
greenhouse gas emissions.
We have committed to achieve Net Zero 
on our emissions by 2045, with an interim 
target in 2034, by which time we need to 
reduce Scope 1 and 2 emissions by 70% 
and Scope 3 emissions by 38%, both from 
a 2022 base year. Our Net Zero Transition 
Plan outlines how the targets will be met, 
and the critical factors we are dependent 
on to achieve this, including the availability 
of commercially low-carbon alternatives 
to virgin PVC resin and supplier 
decarbonisation.
Our emissions and energy reduction 
targets have been adopted as the most 
relevant to our climate-related risks, 
particularly relating to carbon pricing 
risks, and in order to directly manage our 
contribution to mitigating global climate 
change. Progress against these targets 
will be monitored and reviewed by the 
Board through the governance structures 
described earlier in this TCFD Report. 

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Financial Statements
Corporate Governance
CHIEF FINANCIAL 
OFFICER’S REVIEW
Group
2024
£m
2023
£m
Revenue
357.9
364.5
Gross profit
188.3
173.8
Gross margin (%)
52.6%
47.7%
Overheads
(140.2)
(130.7)
Adjusted1 EBITDA
48.1
43.1
Depreciation and amortisation
(25.3)
(24.7)
Adjusted1 operating profit
22.8
18.4
Finance costs
(2.8)
(3.2)
Adjusted1 profit before tax
20.0
15.2
Taxation
(4.6)
(2.9)
Adjusted1 profit after tax
15.4
12.3
Adjusted1 basic earnings per share (pence)
14.4
11.0
Non-underlying overheads
(6.2)
(3.5)
Tax on non-underlying items
1.3
0.8
Reported operating profit
16.6
14.9
Reported profit before tax
13.8
11.7
Reported profit after tax and profit for the year
10.5
9.6
Reported basic earnings per share (pence)
9.8
8.6
1	 See alternative performance measures.
The Group has a strong balance sheet  
and good liquidity, which underpinned 
funding the acquisition of Alunet in March 
2025, primarily from our existing debt 
facility. Alunet is an excellent strategic  
fit for Eurocell and is expected to  
support a step change in the Group’s 
financial performance.
The encouraging early progress we have 
made with execution of our strategy, 
including the recent acquisition of Alunet, 
together with actions we continue to 
take on cost and cash flow strengthen 
our confidence in realising our ambitions, 
and we remain well positioned to take 
advantage of a recovery in our end 
markets, when it comes.
Revenue
Group revenue for 2024 was £357.9 million, 
2% lower than 2023 (£364.5 million), 
with volumes down 1%. Sales include 
the impact of selling price increases, 
but average sales pricing in the branch 
network remains lower than prior year 
(see Gross margin to the right and 
Divisional Performance overleaf).
Gross margin
Gross margin for the year was 52.6%, up 
from 47.7% in 2023. Although increased 
competition for limited demand continues 
to drive pressure on selling prices in the 
branch network, we have benefited from 
a reduction in input cost pricing, including 
electricity, recycling feedstock, and PVC 
resin prices.
We operate a rolling 12-month forward 
hedging policy for electricity. In 2023 we 
were paying rates locked in during 2022, 
when wholesale prices peaked. We are 
now benefiting from the lower wholesale 
prices experienced in 2023.
For our recycling business, in 2023 a 
weaker RMI market and fewer window 
replacements restricted feedstock 
availability, resulting in a significant 
increase in purchase prices. However, 
we have made good progress securing 
additional sources of feedstock, which, 
alongside reduced demand and lower 
virgin resin prices, saw prices ease 
in 2024. 
Whilst there are only a limited number 
of PVC resin and certain other key raw 
material suppliers, we have successfully 
identified alternative sources and 
introduced other initiatives to mitigate 
input cost pricing risk.
Introduction
Market conditions remained challenging 
throughout 2024, resulting in sales modestly 
below the comparative period. However, we 
have proactively managed our gross margin, 
with lower input costs also driving 2024 
profits ahead of 2023, despite labour inflation 
and investment in the cost base to generate 
momentum in our strategic initiatives.
The Group has assessed the impact of 
the employers’ National Insurance and 
National Living Wage changes announced 
in the Autumn Budget, which take effect 
from April 2025. We estimate additional 
costs of c.£3 million per annum, which 
we plan to offset through selling price 
increases and other management actions, 
including cost reduction.
We continue to focus on efficient working 
capital management and delivered solid 
cash flow generation for the year. Having 
completed a £15 million share buyback 
programme launched in January 2024, 
debt remains low. 
Michael Scott
Chief Financial Officer
Distribution costs and 
administrative expenses (overheads)
Underlying overheads were £140.2 million, 
up 7% on 2023 (£130.7 million). We have 
continued to experience cost inflation, 
particularly for labour, which we have offset 
with selling price increases. Overheads also 
include investment to generate momentum 
in our strategic initiatives (see Divisional 
Performance overleaf). These increases 
were partially offset by the annualisation  
of cost savings secured through our Q2  
2023 restructuring and headcount  
reduction programme. 
Depreciation and amortisation
Depreciation and amortisation was 
£25.3 million compared to £24.7 million 
in 2023. 
Alternative performance measures
Alternative performance measures are used 
alongside statutory measures to facilitate a 
better understanding of financial performance 
and comparison with prior periods, and in 
order to provide audited financial information 
against which the Group’s bank covenants, 
which are all measured on a pre-IFRS 16 
basis, can be assessed.
Adjusted EBITDA, adjusted operating profit 
and adjusted profit before tax all exclude 
non-underlying items. Adjusted profit 
after tax and adjusted earnings per share 
exclude non-underlying items and the 
related tax effect. Pre-IFRS 16 EBITDA is 
stated inclusive of operating lease rentals 
under IAS 17 Leases. Pre-IFRS 16 net debt 
is defined as total borrowings and lease 
liabilities less cash and cash equivalents, 
excluding the impact of IFRS 16 Leases.
We classify some material items of income 
and expense as non-underlying when the 
nature of the circumstances merit separate 
presentation. Alongside statutory measures, 
this facilitates a better understanding of 
financial performance and comparison with 
prior periods.
We continue to focus on 
efficient working capital 
management and delivered 
solid cash flow generation 
for the year.”
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CHIEF FINANCIAL OFFICER’S REVIEW CONTINUED
Non-underlying items
Non-underlying items for 2024 of 
£6.2 million include £2.2 million of strategic 
IT project costs, including cloud computing 
costs involving ‘Software as a Service’ 
arrangements and internal resourcing costs 
(see below), which are expensed as incurred 
rather than being capitalised as intangible 
assets, a £3.2 million non-cash right-of-use 
asset impairment charge plus £0.8 million of 
acquisition costs in relation to Alunet. 
Non-underlying items of £3.5 million 
in 2023 include restructuring costs of 
£2.7 million, comprising redundancy 
payments and related employee benefit 
termination costs in connection with our 
Q2 2023 restructuring, plus £0.8 million 
of strategic IT project costs.
Our strategic IT projects comprise a 
new customer-facing website and an 
employee management system (both 
now substantially complete) and, most 
significantly, the replacement of our 
Enterprise Resource Planning (‘ERP’) 
system. The expected cost of the 
system replacement is in the region of 
£10 million over the 2024-26 period. 
The implementation is on track and, 
as previously reported, we estimate 
the transition will be completed around 
mid‑2026.
The right-of-use asset impairment charge 
arises following a dispute with the landlord 
at a secondary warehouse in Derbyshire, 
where there was significant deterioration  
to the flooring.  
Following legal advice, we terminated 
the lease. The landlord has contested 
the termination and issued proceedings 
for unpaid rent. We will shortly begin a 
mediation process, with the potential  
for a court case to follow. With the site  
not currently in condition for use and  
the outcome of the dispute uncertain,  
the lease asset has been impaired in full.  
The liability for future rentals (£3.1 million), 
remains on the balance sheet.  
The impairment may be reversed in  
future periods, or the liability released,  
depending on the outcome of the dispute.
Profiles third-party revenue for the year was £146.1 million, 6% lower than 2023, 
reflecting reduced RMI activity and a continuing weak new build housing market. 
Cost-of-living pressures, interest rate increases and falling house prices have all 
had a significant adverse effect on our end markets.
Divisional performance – Profiles
2024
£m
2023
£m
Change
%
Third-party revenue
146.1
154.9
(6)%
Inter-segmental revenue
63.7
64.9
(2)%
Total revenue
209.8
219.8
(5)%
Adjusted1 operating profit
19.4
11.9
63%
Operating profit
14.6
10.1
45%
1	 Adjusted performance measures are stated before non-underlying items.
Profiles adjusted operating profit for 
2024 of £19.4 million was 63% above 
2023, reflecting lower raw material and 
electricity costs, partially offset by lower 
sales volumes plus labour and other 
cost inflation.
Reported operating profit is stated after 
non-underlying costs of £4.8 million in 
2024 (strategic IT projects, a non-cash 
right-of-use asset impairment charge and 
acquisition expenses) and £1.8 million in 
2023 (restructuring costs). 
Third-party revenues in the Branch Network were £211.8 million, 1% higher than 2023. 
Although general RMI volumes in the branch network were down, overall sales were up 
on 2023, reflecting the initial benefits of progress with our strategic initiatives for garden 
rooms, windows, doors and e-commerce activity. 
Branch Network adjusted operating profit 
for 2024 was £6.5 million, 27% below 
2023, reflecting competitive pressure on 
selling prices in the branches and higher 
overheads, which include labour and other 
cost inflation. Overheads also include 
investment to generate momentum in our 
strategic initiatives, such as marketing  
(pay-per-click), sales professionals and 
central order processing capability, and 
we expect to leverage this investment and 
improve margins as volumes grow.
Reported operating profit is stated after 
non-underlying costs of £1.4 million in 2024 
(strategic IT projects) and £0.7 million in 
2023 (restructuring costs). 
Divisional performance – Branch Network
2024
£m
2023
£m
Change
%
Third-party revenue
211.8
209.6
1%
Inter-segmental revenue
0.5
0.4
25%
Total revenue
212.3
210.0
1%
Adjusted1 operating profit
6.5
8.9
(27)%
Operating profit
5.1
8.2
(38)%
1	 Adjusted performance measures are stated before non-underlying items.
Finance costs and taxation
Finance costs for 2024 were £2.8 million 
(2023: £3.2 million). 
The underlying tax charge for 2024 was 
£4.6 million (2023: £2.9 million). 
The total tax charge for 2024 was 
£3.3 million (2023: £2.1 million).  
The effective tax rate on underlying profit 
before tax for 2024 of 23.0% is lower  
than the standard rate of corporation  
tax of 25% due to Patent Box relief.
We were pleased to retain the Fair Tax 
Mark accreditation in 2024, reflecting our 
commitment to paying the right amount  
of tax at the right time.
Profit before tax and earnings 
per share
Adjusted profit before tax for the year was 
£20.0 million compared to £15.2 million 
in 2023, up £4.8 million, driven by lower 
input costs, partially offset by the effect 
of lower volumes, margin pressure in the 
branches and higher overheads.
Reported profit before tax in 2024 was 
£13.8 million (2023: £11.7 million), 
reflecting the above less £6.2 million of 
non-underlying costs (2023: £3.5 million). 
Adjusted basic earnings per share were 
14.4 pence and diluted earnings per share 
for the year were 14.3 pence (2023: both 
11.0 pence). Total basic earnings per 
share were 9.8 pence and total diluted 
earnings per share were 9.7 pence 
(2023: both 8.6 pence).
Capital allocation, dividends  
and share buyback programme
As set out in the Chair’s Statement, the Board 
is committed to driving shareholder returns 
through a combination of a progressive 
ordinary dividend and supplementary 
distributions (currently via share buybacks) 
where appropriate, whilst always seeking  
to maintain a strong financial position. 
We paid an interim dividend of 2.2 pence per 
share in October 2024. The Board proposes 
a final dividend of 3.9 pence per share, 
which results in total dividends for the year  
of 6.1 pence per share (£6.3 million), up 10% 
compared to 2023. The dividend will be paid 
on 23 May 2025 to shareholders registered 
at the close of business on 25 April 2025. 
The ex-dividend date will be 24 April 2025.
The £15 million share buyback programme 
which commenced in January 2024 
is now complete, with 10.7 million 
shares repurchased. At 31 December 
2024, 10.3 million shares had been 
repurchased for £14.5 million (including 
transaction costs), with 1.3 million shares 
held in treasury.
The Board has taken the decision to 
launch a new share buyback of up to 
£5 million.
The retained earnings of Eurocell plc as 
at 31 December 2024 were £41.2 million 
(2023: £25.0 million). The Company takes 
steps to ensure distributable reserves are 
maintained at an appropriate level through 
intra-Group dividend flows.
Capital expenditure
Capital expenditure for 2024 of £10.7 million 
(2023: £8.9 million) is largely maintenance 
in nature.
Cash flow
Net cash generated from operating 
activities was £44.2 million (2023: 
£52.8 million), including a net outflow from 
working capital of £0.2 million, comprised 
of increases in inventories (£0.5 million), 
receivables (£3.4 million) and payables 
(£3.7 million). This compares to a net 
inflow from working capital of £13.4 million 
in 2023, which included a major stock 
reduction programme. Net cash generated 
from operating activities also includes 
net tax paid in the year of £3.0 million 
(2023: £1.4 million).
Other cash flow items include payments  
for capital investments of £10.3 million 
(2023: £9.1 million), including the 
net movement on capital creditors of 
£0.4 million and financing costs paid of 
£0.7 million (2023: £1.4 million).  
The principal elements of lease payments 
of £14.4 million (2023: £13.8 million) are 
presented within cash flows arising from 
financing activities. The finance elements 
of lease payments were £2.1 million 
(2023: £1.8 million).
Dividends paid in the year were  
£6.1 million, being the 2023 final  
and 2024 interim payments 
(2023 dividends paid: £10.3 million). 
Net cash/debt
Net debt on a pre-IFRS 16 basis at 
31 December 2024 was £3.1 million 
(31 December 2023: net cash of 
£0.4 million). Lease liabilities increased 
by £0.8 million. Reported net debt at 
31 December 2024 was £62.5 million 
(31 December 2023: £58.2 million).
2024
£m
2023
£m
Change
£m
Cash
0.4
0.4
–
Bank overdrafts
(3.0)
–
(3.0)
Borrowings
(0.5)
–
(0.5)
Net cash/
(debt)  
(pre-IFRS 16)
(3.1)
0.4
(3.5)
Lease liabilities
(59.4)
(58.6)
(0.8)
Net debt 
(reported)
(62.5)
(58.2)
(4.3)
Acquisition of Alunet
In March 2025, we announced the 
acquisition of Alunet for consideration 
of £29 million on a debt/cash free 
basis, comprising an initial payment of 
£22 million and deferred consideration of 
approximately £7 million payable in four 
annual instalments beginning in 2026. 
In addition, there is the potential for 
performance-related payments of up to 
£6m over the same period. The initial and 
deferred consideration of approximately 
£29 million represents a multiple of 6.5x 
Alunet’s EBITDA for the year ended 
31 December 2024. 
Additional contingent consideration may 
become payable, subject to an earnout 
mechanism, in four annual instalments 
beginning in 2026, based upon the 
EBITDA of Alunet in the preceding 
calendar year. The maximum of £6 million, 
if achieved, would result in a total 
consideration of £35 million, representing a 
multiple of c.4x Alunet’s projected EBITDA 
for the year ended 31 December 2028.
Approximately £1 million of the initial 
consideration is in the form of ordinary 
shares in Eurocell plc and satisfied out of 
shares held in treasury, with the remainder 
payable in cash, funded from the Group’s 
existing £75 million revolving credit facility.
The acquisition is expected to be accretive 
to the Group’s underlying earnings for 
2025, and pro forma net debt is expected 
to be below 1.0x pre-IFRS 16 EBITDA at 
31 December 2025.
Bank facility
Our activities are funded via our £75 million 
unsecured, sustainable Revolving Credit 
Facility, which matures in 2027. The 
facility is provided by Barclays, NatWest 
and Bank of Ireland, and is competitively 
priced. In terms of sustainability, modest 
adjustments to the margin are applied 
based on our achievement against annual 
targets for usage of recycled material in 
our products, waste recycled and carbon 
emissions. We operate comfortably within 
the terms of the facility and in compliance 
with our financial covenants, which are 
measured on a pre-IFRS 16 basis.
Michael Scott
Chief Financial Officer

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RISK MANAGEMENT
Approach to risk management
The Board is responsible for setting the risk 
appetite, establishing a culture of effective 
risk management and for ensuring that 
effective systems and controls are in place 
and maintained.
Senior managers take ownership of specific 
risks and implement policies and procedures 
to mitigate exposure to those risks.
Risk management process
The risk management process sits 
alongside our strong governance culture 
and effective internal controls to provide 
assurance to the Board that risks are being 
appropriately identified and managed.
How we manage risk
Risk is managed across the Group in the 
following ways:
•	 The Board meets annually to review 
strategy and set the risk appetite
•	 Risks faced by the Group are identified 
during the formulation of the annual 
business plan and budget process, 
which sets objectives and agrees 
initiatives to achieve the Group’s goals, 
taking account of the risk appetite set 
by the Board
•	 Senior management and risk owners 
consider the root cause of each risk and 
assess the impact and likelihood of it 
materialising. The analysis is documented 
in a risk register, which identifies the level 
of severity and probability, ownership, 
and mitigation measures, as well as any 
proposed further actions (and timescale 
for completion) for each significant risk
•	 The Group’s Executive Committee is 
also the Risk Management Committee. 
This Committee meets on a regular 
basis (usually monthly). The status of the 
most significant risks and mitigations are 
reviewed at each meeting, with other 
risks reviewed at least bi-annually
•	 The Executive Directors also meet with 
senior managers on a regular basis 
throughout the year. This allows the 
Executive Directors to ensure that they 
maintain visibility over the material aspects 
of strategic, financial and other risks
•	 The Group’s Audit and Risk Committee 
assists the Board in assessing and 
monitoring risk management across 
the Group. The role of the Committee 
includes ensuring the timely identification 
and robust management of inherent 
and emerging risks, by reviewing the 
suitability and effectiveness of risk 
management processes and controls. 
The Committee also reviews the risk 
register to ensure net risk and proposed 
further actions are together consistent 
with the risk appetite set by the Board.
Internal control
The Group has well-defined internal control 
systems and processes.
Key financial controls include monthly 
balance sheet reconciliations, daily 
perpetual inventory counts and automated 
three-way matching for purchases. 
Key IT controls include cyber security 
awareness campaigns and continuous 
employee training programmes, multi-
factor authentication and privileged access 
management. Key operating controls 
include standard operating procedures 
in place across all manufacturing and 
warehouse operations, which are tested, 
reviewed and approved on an annual 
basis and are fully compliant with the 
requirements of ISO 14001.
The Group has a robust process of 
financial planning and monitoring, 
which incorporates Board approval 
of operating and capital expenditure 
budgets. Performance against the budget 
is subsequently monitored and reported 
to the Board monthly. The Board also 
monitors overall performance against 
operating, safety and other targets set 
at the start of the year.
Performance is reported formally to 
shareholders through the publication 
of results both annually and half-yearly. 
Operational management regularly reports 
on performance to the Executive Directors.
Day-to-day operations are supported 
by a clear schedule of authority limits 
that define processes and procedures 
for approving material decisions. This 
ensures that projects and transactions 
are approved at the appropriate level 
of management, with the largest and 
most complex projects being approved 
by the Board.  
Risk management is the responsibility of the Board and is 
key to delivering the Group’s strategic objectives.
Identify risks
Quantify net risk
Identify any further  
action required
Assess gross risk
Identify existing mitigation
Monitor  
and control
The schedule of authority limits is reviewed 
on a regular basis so that it matches the 
needs of the business.
The Group also has processes in place 
for ensuring business continuity and 
emergency planning.
Internal Audit
In order to further enhance the internal 
control and risk management processes, 
KPMG provides an outsourced internal 
audit service to the Group. KPMG work 
closely with the Risk Management 
Committee in delivering the Group’s 
internal audit programme. Other third-party 
experts are also engaged to provide 
internal audit reviews where appropriate 
e.g. cyber security.
Strategic risk register
The Group maintains a risk register 
that identifies key and emerging risks, 
the probability of those risks occurring 
and the impact they would have on 
the Group if unmitigated. Against each 
gross risk, the controls that exist to 
manage and, where possible, minimise 
or eliminate those risks are also listed, 
and an assessment of net risk is 
provided. The risk register also identifies 
any further actions required such that 
net residual risk is consistent with the 
risk appetite set by the Board. The register 
is regularly updated to reflect changes 
in circumstances.
The Group is subject to a wide variety of 
risks and it is not practical to set out all 
risks that the Board are actively managing 
here. Principal risks are those risks, which 
are identified as having a potentially 
material impact on the Group’s operations, 
achievement of its strategic objectives,  
or viability to continue as a going concern. 
The actions taken to mitigate these risks 
cannot provide absolute assurance that 
they will not materialise, but will either 
mitigate the impact or reduce the likelihood 
to a level aligned to the Board’s risk 
appetite. For each of the principal risks, 
the following table includes a description 
of the risk and how it may impact the 
Group, as well as the mitigations currently 
in place and any significant change in the 
risk in the year.
01 	 Macroeconomic and market conditions
02 	 Cyber security
03 	 Health and safety
04 	 Supply chain risk
05 	 Sustainability and climate change
06 	 Managing change
07 	 ERP systems implementation
08 	 Operational and regulatory compliance risk
Principal risks
Low
Medium
High
Probability
Low
Medium
High
Impact
01
02
03
04
05
06
07
08

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PRINCIPAL RISKS 
AND UNCERTAINTIES
Principal risk description and impact
Strategic 
priorities
Mitigation
Movement
Macroeconomic and market conditions
Our products are used in the residential and commercial 
building and construction markets, both within the RMI 
sector, for new residential housing developments and 
for new construction projects.
Our private RMI business is strongly correlated to the 
level of household disposable incomes. Our new build 
business is particularly influenced by the level of activity 
in the house building industry. 
A weakening in macro or market conditions can have  
a significant impact on the financial performance of the 
Group. Government economic and social policy, and 
the level of interest rates, can also have a significant 
impact on our business.
Trading conditions in our key markets have remained 
subdued in 2024, with challenging macroeconomic 
conditions and weak consumer confidence further 
compounded by uncertainty following the Autumn 
Budget and persistently high interest rates. As a result, 
many expert market analysts now predict a recovery  
in the UK economy will take place later than had  
been anticipated.
Specific market conditions can also impact upon the 
demand for our products, for example a competitor 
seeking additional market share through short-term 
price reductions. 
•	 Notwithstanding macro conditions, we 
expect our five-year strategy, launched at the 
beginning of 2024, to support sales and profit 
growth and drive good cash conversion
•	 Strategic initiatives include the optimisation 
and expansion of the branch network, an 
enhanced customer proposition, simplified 
business structures, plus targeted continuous 
operational improvements and cost efficiencies
•	 Good progress made with the early stages of 
the strategy in 2024
•	 The recent acquisition of Alunet advances our 
strategy by addressing a growing trend towards 
aluminium fabrication across the fenestration 
sector, significantly strengthening the Group’s 
position in residential aluminium systems and 
composite doors
•	 Proactively managing our cost base, including 
restructuring the branch network in Q1 2025
•	 We operate comfortably within the terms of our 
bank facility and related financial covenants.
Cyber security
A breach of IT security (externally or internally) could 
result in an inability to operate systems effectively 
(e.g. viruses) or the release of inappropriate information  
(e.g. hackers). Sophisticated phishing attacks are 
increasing in both frequency and complexity.
A breach of cyber security could have a significant 
impact on the reputation of the business as well as the 
resulting fines impacting the financial performance. 
The Group experienced a cyber incident in July 2022, 
causing significant disruption to our operations.  
The Group has subsequently further strengthened  
its cyber defences, but this remains a fast-evolving  
threat and continues to receive considerable  
management attention.
•	 	Ongoing investment in cyber risk detection  
and prevention tools
•	 These measures include managed detection 
and response (‘MDR’), security instant 
event monitoring (‘SIEM’), privileged access 
management (‘PAM’) and firewall hardening
•	 Physical security of servers at third-party off-site 
data centre, with full disaster recovery capability
•	 Password and safe-use policies in place, 
internet usage monitored and anti-malware used
•	 External cyber review and internal audit 
reviews conducted periodically, resulting in 
enhancements in defences
•	 Cyber awareness/IT security campaign active 
for all employees
•	 Financial crime protection and cyber liability 
insurance in place.
Movement key: 
 Increase 
 No change 
 Decrease
Strategic priorities key: 
 Customer growth 
 Business effectiveness 
 People first 
 ESG leadership
Principal risk description and impact
Strategic 
priorities
Mitigation
Movement
Health and safety
The Group’s production, manufacturing and distribution 
operations are carried out under potentially hazardous 
conditions. It is essential that safe environments are 
created and maintained for all employees and other 
stakeholders that access our facilities, and that the 
Group complies with all relevant laws and regulations.
A deterioration in our health and safety performance 
statistics, including increased or more serious injuries, 
or a breach of health and safety regulations could lead 
to significant financial and reputational damage to the 
business, as well as harm to our employees.
•	 Three-year health and safety strategy launched 
in 2022, with implementation progressing well 
and driving improvements in safety performance
•	 Procedures and policies in place to support 
compliance with all relevant regulations
•	 Regular communication and training on  
policy compliance
•	 Monitoring procedures in place, including near 
miss and potential hazard reporting for health  
& safety matters
•	 Internal and third-party site audits to assess 
compliance with our policies.
Supply chain risk
Our manufacturing and recycling operations rely on the 
supply of several core raw materials, and our branch 
network relies on the supply of third-party products.
In terms of supply, there are only a limited number of 
PVC resin and certain other raw material suppliers, 
impacting both the supply and price of these materials. 
Further, we have a limited capacity to store such 
materials at our sites. Failure to procure raw materials on 
a timely basis could impact on our ability to manufacture 
products and meet customer demand.
On pricing, several raw materials are priced in US Dollars 
and Euros, and therefore although we pay in Sterling,  
we are impacted by international currency markets.
Availability of recycling feedstock is limited, and 
dependent upon the level of RMI activity in the UK.  
The level of RMI activity can therefore significantly impact 
both the price and availability of recycling feedstock.
Further, many of our key raw materials and third-party 
products are transported to the UK from the EU, and to 
a lesser extent, the US and the Far East, and therefore 
the capacity of global shipping can also impact both the 
availability and price of key materials.
Increasing costs could have a negative impact on the 
financial performance of the business. An inability 
to source the required materials could also impact 
financially, as well as upon the reputation of the business  
if we are unable to meet sales demand.
•	 Initiatives to improve supply chain resilience, 
including sourcing alternative/more local sources 
of key raw materials and third-party products
•	 Procurement strategy in place to secure 
new supply lines for recycling feedstock 
(i.e. post-consumer and post-industrial waste), 
on a contractual basis where possible
•	 We agree fixed-price contracts with key 
suppliers to mitigate the risk of input cost 
increases where possible and economic
•	 Although we do not hedge currency, we agree 
pricing in GBP to mitigate exchange rate 
volatility where possible and economic
•	 All new suppliers are now required to complete 
a cyber risk questionnaire, and regular reviews 
are conducted to test the financial stability of 
key suppliers.

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PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
Principal risk description and impact
Strategic 
priorities
Mitigation
Movement
Sustainability and climate change
Demonstrating improving business sustainability is 
becoming increasingly important to all stakeholders. 
Failure to improve in all material aspects of ESG 
(environmental, social, governance) could lead 
to regulatory and other challenges e.g. colleague 
recruitment and retention.
If we do not deliver on our environmental targets and 
establish a credible pathway to carbon neutrality and 
Net Zero, investors and lenders may show a preference 
to allocate capital to businesses with better understood 
climate impacts and a clear plan to improve.
There are physical risks associated with climate change. 
The Group operates from over 200 locations, and with a 
changing climate there is an elevated risk that elements 
of our operations could be impacted by fire, flooding or 
other environmental issues.
•	 Strong underlying position on sustainability 
underpinned by window recycling operation, 
which drives significant carbon savings 
compared to the use of virgin PVC resin
•	 Regular environmental risk assessments are 
conducted at existing and potential sites.  
Risks are managed through local business 
continuity plans. Risk assessments are 
enhanced by using a physical risk analysis 
software tool
•	 Expert third-party support provided by CEN 
Group, a specialist ESG consultancy
•	 Significant work done in 2023 and 
2024 including: 
	–
Materiality assessment to determine the 
most important sustainability topics to  
the business
	–
Baseline carbon footprint (Scope 1, 2 and 
3), identifying key decarbonisation levers
	–
Using the above outputs to define 
ESG objectives and develop a 
sustainability strategy
	–
Confirmed Net Zero target date of 2045, 
submitted targets to SBTi and published 
our Transition Plan.
•	 Governance and oversight provided by the 
ESG and Social Values Board Committee. 
Movement key: 
 Increase 
 No change 
 Decrease
Strategic priorities key: 
 Customer growth 
 Business effectiveness 
 People first 
 ESG leadership
Principal risk description and impact
Strategic 
priorities
Mitigation
Movement
Managing change
The Group has been through a period of significant 
organisational change over the past two years, including 
the appointment of new Non-executive Directors and a 
new Chief Executive.
At the beginning of 2024, the Group launched a five-year 
strategy, which identifies a clear path to organic growth 
and improved operating margins, based on new 
commercial and operational initiatives.
The strategy also includes simplification of business 
processes and systems. As detailed below, we have 
embarked upon a complex multi-year project to replace 
our Enterprise Resource Planning (‘ERP’) system.
Embracing and effectively managing change is fundamental 
to delivery of the strategy and the Group’s future success. 
There is a risk that the pace and extent of change puts 
the resources and bandwidth of the organisation under 
strain, leading either to a failure to deliver the strategy 
or implement the new ERP system, which could have 
significant financial and operational implications.
Component risks include the ability to attract, retain 
and recruit the right calibre of senior managers with the 
required skills and experience, in particular the technical 
ability to execute a complex IT implementation, and 
the risk that our various stakeholders do not respond 
positively to our new strategy.
•	 Experienced Board with significant,  
relevant experience in delivering effective 
change programmes
•	 Five-year strategy communicated to all 
stakeholders has been well received
•	 Good progress with the early stages of the 
strategy in 2024
•	 Experienced Director of IT and internal team  
in place with good experience of complex  
IT implementations
•	 People First strategic pillar objective to make 
Eurocell a great place to work, through a 
focus on health and safety, an enhanced 
employee value proposition, improved levels of 
engagement and effective talent management
•	 Developing a successful track record and 
clear strategic direction provides an attractive 
backdrop to joining the senior team at Eurocell
•	 Market rate compensation for all personnel, 
including leadership team
•	 Revised equity-based long-term incentive  
plan for senior team to be proposed at 2025 
AGM, with attractive rewards directly linked  
to achievement of the strategy.

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PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
Movement key: 
 Increase 
 No change 
 Decrease
Strategic priorities key: 
 Customer growth 
 Business effectiveness 
 People first 
 ESG leadership
Principal risk description and impact
Strategic 
priorities
Mitigation
Movement
ERP systems implementation
The group relies on its SAP Enterprise Resource Planning 
(‘ERP’) system for all aspects of its operations. However, 
we concluded that the age profile of our SAP system 
had become a limiting factor in the development of the 
business. In addition, the current SAP system becomes 
unsupported in 2027. We therefore began a major project 
to replace SAP. 
The successful implementation of a new system is  
critical to the long-term prospects of the business.  
It is a complex process, consuming significant time  
and resource. The major components are:
•	 a front-end trading system to support the branch 
network (Intact iQ);
•	 a back-end ERP System to support all other functions 
of the business, including manufacturing, recycling, 
warehousing, distribution and finance (IFS Cloud); and
•	 an integration platform to knit the new systems together.
The project is on track, with Intact iQ now in testing 
phase and IFS in build phase. 
In total, we anticipate transition to the new systems 
around mid-2026, and we estimate the total costs of the 
project will be in the region of £10 million over this period.
•	 Experienced Director of IT and internal team  
in place with good experience of complex  
IT implementations
•	 Significant incremental resource now assigned 
to the project
•	 Third-party expert consulting firm in place  
to oversee and advise on the project
•	 Board-led Steering Group in place to 
monitor progress
•	 Comprehensive project plan and governance 
processes in place and reviewed by KPMG 
internal audit in 2024, with recommendations 
now substantially implemented
•	 Intact iQ has a strong reputation within our 
sector, with a specialism in delivering electronic 
point-of-sale solutions to multi-site building 
product distributors
•	 IFS is a market-leading product and we are 
implementing on an ‘out of the box’ basis to 
maximise standardisation and automation.
Operational and regulatory compliance risk
The business is dependent on the continued and 
uninterrupted performance of our production facilities.
Each of the facilities is subject to operating risks,  
such as: industrial accidents (including fire); extended 
power outages; withdrawal of permits and licences 
(e.g. the regulated operation of the recycling facility); 
breakdowns in machinery or information systems; and 
other unforeseen events. 
The inability to manufacture or deliver goods would have  
a significant financial and reputational impact.
We may also be adversely affected by the crystallisation 
of unexpected corporate, legal or regulatory risks, 
for example future REACH (registration, evaluation, 
authorisation and restriction of chemicals). In 
addition, HR/employment legislation is becoming 
increasingly complex.
Failure to comply with relevant laws and regulations 
could result in significant fines and reputational damage. 
•	 Regular planned maintenance to reduce the 
risk of plant failure, including maintenance 
capital investment of >£5 million per annum 
across the Group
•	 Business continuity plans in place for all major 
sites and the branch network, which are 
tested periodically
•	 Procedures and policies in place to support 
compliance with all relevant laws and regulations 
•	 Regular communication and training on  
policy compliance
•	 An ongoing dialogue on emerging employment 
law with our advisers.
As required by section 4 of the UK Corporate Governance Code, 
the Directors have taken into account forecasts to assess the 
future funding requirements of the Group, and compared them 
with the level of committed available borrowing facilities.
VIABILITY STATEMENT
A period of three years has been adopted 
as this is the key time frame used by the 
Board within our strategic and planning 
horizon. This is also consistent with the 
Group's five-year strategy, where the later 
years represent the growth to maturity 
of strategic initiatives commenced in 
the first three years. The assessment of 
viability has been made with reference 
to the Group’s current position and 
long-term future prospects, our strategy, 
management of risk, and also the 
Board’s assessment of the outlook in the 
marketplace, all of which are covered in 
detail within the Strategic Report.
The Board considers its strategy and risks 
on strategy away-days, and revisits these 
annually when considering the next year’s 
budget. The three-year plan considers 
revenue and earnings growth and how 
this impacts on cash flows and key ratios. 
Operational plans and financing options 
are considered as part of this process.
In preparing the plan, we adopt a prudent 
forecast in respect of organic sales growth, 
but assume other initiatives, in line with the 
published strategy. 
The plan is stress tested by applying the 
following plausible downside scenarios, 
which have been chosen as they are 
representative of the potential impact of  
the Group's principal risks:
Scenario 1
Macroeconomic conditions lead  
to a decline in sales 
(Macroeconomic and market 
conditions risk)
A 10% decrease in revenues has been 
applied over the three-year plan period.
Scenario 2
Commodity prices and/or  
exchange rates or raw material 
shortages lead to a sustained 
increase in resin prices  
(Supply chain risk)
A 33% increase in resin costs has been 
applied over the three-year plan period.
Scenario 3
Scenario 1 and 2 combined
There is a possibility that both of the above 
scenarios could materialise at the same 
time, therefore we have assessed the 
combined impact through the three-year 
plan period.
The Board considers these tests to be 
sufficient to test the viability of the Group 
given our size and the markets we operate 
within. As described in Principal Risks and 
Uncertainties above, we have measures in 
place to help mitigate the impact of these 
events should they occur.
The Group has a £75 million Revolving 
Credit Facility. Monthly cash flow 
projections show significant headroom 
throughout the period to December 2027. 
The facility includes standard covenants 
for leverage and interest cover, which are 
measured twice per annum, at June and 
December. The projections also show 
good headroom on the covenants at each 
measurement date to December 2027.
The Directors confirm that we have a 
reasonable expectation that the Company 
and the Group will continue in operation 
and meet our liabilities as they fall due in 
the next three years.
Going concern
The Directors have reviewed the 
Company’s and the Group’s forecast 
and projections, which demonstrate that 
the Company and the Group will have 
sufficient headroom on our bank facilities, 
which expire in May 2027 but are likely 
to be refinanced on similar terms within 
this time frame, and that the likelihood of 
breaching the related covenants in this 
period is remote.
Accordingly, the Directors continue to 
adopt the going concern basis in preparing 
the Annual Financial Statements.
This Strategic Report was approved by the 
Board on 19 March 2025 and signed on 
its behalf by:
Darren Waters
Chief Executive
Michael Scott
Chief Financial Officer

Strategic Report
Corporate Governance
Financial Statements
Eurocell plc  Annual Report and Accounts 2024
Eurocell plc  Annual Report and Accounts 2024
64
65
Derek Mapp
Non-executive Chair 
N
Date of appointment:
16 May 2022 
(Chair from 1 July 2022)
Darren Waters
Chief Executive 
S
Date of appointment:
11 April 2023  
(Chief Executive from 11 May 2023)
Michael Scott
Chief Financial Officer 
S
Date of appointment:
1 September 2016
Experience:
Derek is an experienced chair and has a wealth 
of commercial and operational knowledge.
Previously, he was Chair of Informa plc from 
March 2008 until his retirement in June 2021 
and was also Chair of Huntsworth plc from 
December 2014 to March 2019. Prior to that, 
Derek was Chief Executive Officer of  
Tom Cobleigh plc, Executive Chair of 
Leapfrog Day Nurseries Limited, Chair of East 
Midlands Development Agency and Sport 
England, and also served on a number of 
government agencies and boards.
Experience:
Darren joined the Group in April 2023 as  
Chief Executive Designate and was appointed 
as Chief Executive on 11 May 2023.
He was formerly Chief Operating Officer for 
Ibstock plc and has extensive experience 
and knowledge of the building products and 
fenestration sectors in the UK. Prior to this, 
Darren was the Chief Executive for Tyman plc 
(UK and Ireland) for nine years and previously 
held senior management roles at Kenda 
Capital BV, Anglo American plc and RMC 
Group plc.
Experience:
Michael joined the Group as Chief Financial 
Officer in September 2016.
He previously worked for Drax Group plc, 
where he held senior financial positions 
including Group Financial Controller,  
and Head of Corporate Finance and Investor 
Relations. Prior to Drax, Michael worked for 
MT International and Arthur Andersen. He 
is a member of the Institute of Chartered 
Accountants in England and Wales.
External appointments:
•	 Chair of Mitie Group plc (FTSE 250)
•	 Director of several private companies, 
which relate to his other business interests.
External appointments:
•	 None.
External appointments:
•	 None.
BOARD OF DIRECTORS
See page 70 for Board Overview in Detail
Experience:
Alison has substantial experience 
within international blue-chip  
organisations, including 
multinational manufacturing, 
supply chain operations and 
marketing services.
Previously, she was a  
Non-executive Director of Music 
Magpie plc, Headlam Group plc 
and James Hardie Industries 
plc and held a variety of senior 
management positions at  
Diageo plc and Mars Inc, and 
was Chief Executive Officer of 
Buying Solutions, an agency  
to HM Treasury.
Experience:
Iraj was a partner with Deloitte 
for 20 years, leading its national 
internal audit group and serving 
clients in the financial, retail 
and public sectors, and was a 
recognised global expert and 
authority on internal audit and 
assurance functions. During this 
time, he was also Global Head of 
Internal Audit for Schroders plc, 
on a secondment basis, for over 
ten years.
Previously, Iraj was a member of 
the FCA’s Regulatory Decisions 
Committee and a trustee of the 
National Employment Savings 
Trust (‘NEST’). He is a fellow of the 
Institute of Chartered Accountants 
in England and Wales.
Experience:
Will is commercially focused and 
results-driven with significant 
Board experience, in both 
management and advisory 
capacities, and brings expertise 
in stakeholder management and 
M&A activities.
He held a Non-executive 
advisory role at Imagesound Ltd 
up to December 2023, having 
previously been Chief Executive 
Officer for c.nine years up to April 
2023, and after having served as 
Chief Financial Officer for c.seven 
years prior to that. Previously, Will 
was an Associate Director within 
Transaction Services at KPMG 
LLP and is a Fellow of the Institute 
of Chartered Accountants in 
England and Wales.
Experience:
Angela is an experienced 
business leader in the building 
materials sector, with significant 
branch network experience and 
insights from both multi-site retail 
and merchanting.
She has held senior roles across 
the various parts of the Travis 
Perkins group since 2015 and has 
been a member of its leadership 
team since 2020. Prior to her 
current role at Toolstation (see 
below), Angela was Managing 
Director of BSS. Before joining 
Travis Perkins, she was Managing 
Director of Ridgeons Group, one 
of the UK’s largest independent 
builders’ merchants.
Alison Littley
Senior Independent  
Non-executive Director 
A
R
N
S
Date of appointment:
1 July 2022
Iraj Amiri
Independent  
Non-executive Director 
S
R
N
A
Date of appointment:
7 November 2022
Will Truman
Independent  
Non-executive Director 
S
R
N
A
Date of appointment:
11 May 2023
Angela Rushforth
Independent  
Non-executive Director 
S
R
N
Date of appointment:
1 February 2024
Committee key:
Member of the 
Audit and Risk 
Committee
Member of the 
Remuneration 
Committee
Member of the  
Nomination 
Committee
Member of the  
Social Values and 
ESG Committee
Denotes  
Committee Chair
External appointments:
•	 Non-executive Director of 
Norcros plc  
(FTSE All-Share).
External appointments:
•	 Non-executive Director of 
Coventry Building Society 
(Private)
•	 Non-executive Director 
of Development Bank 
of Wales plc  
(government-owned)
•	 Non-executive Director of  
Aon UK Ltd (Private).
External appointments:
•	 Non-executive Director of 
Figura Analytics Ltd (Private).
External appointments:
•	 Managing Director of 
Toolstation Ltd (Private).

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Corporate Governance
Financial Statements
Eurocell plc  Annual Report and Accounts 2024
67
Eurocell plc  Annual Report and Accounts 2024
66
Beth Boulton
Marketing Director
Beth joined Eurocell in November 2021. 
She previously worked for Magnet 
Kitchens where she was Head of 
Marketing and Digital. Prior to that role, 
Beth was Marketing Director at Utopia 
Bathrooms and has also held positions  
at Topps Tiles and Jewson.
Cat Hambleton-Gray
People Director
Cat joined Eurocell in January 2024.  
She is a highly experienced HR 
practitioner, having previously been HR 
Director at Home Instead, a national 
specialist provider of home help. Prior to  
that, she held senior leadership roles with 
Halfords, Pets at Home, Medivet and 
Costa Coffee.
Stuart Livingstone
Chief Operating Officer
Stuart joined Eurocell as Chief Operating 
Officer in January 2025, responsible for 
the branch network operations and supply 
chain. He was previously Trade Director at 
Howdens. Prior to that, Stuart worked for 
Pets at Home and Screwfix, where he was 
Director of Retail.
Vicky Williams
Group Company Secretary
Vicky joined Eurocell in May 2024. She is 
a Chartered Secretary and Fellow of the 
Chartered Governance Institute. Vicky 
previously held the role of Group Company 
Secretary at ITM Power plc and Fintel 
plc. Vicky also draws from a broad career 
including senior leadership roles in risk 
assurance, legal services, and operations.
Mike McKay
Group IT Director
Mike joined Eurocell in March 2020.  
He previously worked for Polypipe Group 
(now Genuit Group) where he was Group 
Information Services Director for 15 years. 
Immediately prior to this, Mike was Head 
of Information Services for William Grant & 
Sons and he has also held positions with 
Ascent Technology and APV Baker.
Executive Committee 
(in addition to Darren Waters and Michael Scott)
EXECUTIVE COMMITTEE
Dear shareholder, 
As a Board, we are clear that a key 
component of delivering on our purpose and 
driving long-term shareholder value is strong 
corporate governance, which reduces risks 
and promotes sustainable growth. 
The Board is focused 
on advancing the 
strategic objectives.”
As your Chair, one of my primary 
responsibilities is to oversee the Board’s 
processes and decision making, to 
ensure that the Group is operating in 
the best interests of our stakeholders. 
In doing so, I support and direct the 
adoption, implementation, monitoring 
and communication of the Company’s 
corporate governance arrangements.
This report sets out our corporate 
governance framework and explains how 
it underpins and supports the Executive 
Committee and senior management in 
fulfilling our purpose and delivering the 
Group’s strategy. It also provides details 
of the Board’s activities during the year, 
including how it, and its Committees,  
have made key decisions and discharged 
their governance responsibilities. 
Following a transitional phase in 2023,  
this year saw a now stabilised Board 
focused on advancing the strategic 
objectives we set out in last year’s Annual 
Report, as well as further developing the 
governance frameworks outlined on the 
following pages of this report. 
Throughout the year, we have continued  
to apply the principles and provisions of 
the UK Corporate Governance Code  
(the ‘Code’) 2018, under which this report 
has been prepared. 
The Company has also reviewed the 
revised 2024 edition of the Code and 
assessed how we intend to comply 
from its effective date of financial years 
commencing on or after 1 January 2025 
(or 1 January 2026 for the provisions 
relating to risk management and internal 
controls). Whilst this will be fully disclosed 
in next year’s Annual Report, a summary  
of our work in progress is set out in the 
Audit and Risk Committee Report on 
pages 82 to 87.
Finally, I would like to extend my gratitude  
for the continued strong shareholder 
support that we receive, which enables 
us to build a platform for long-term 
sustainable growth, and I hope to see that 
continuing into the future.
Derek Mapp
Chair
19 March 2025
LETTER FROM THE CHAIR

Strategic Report
Corporate Governance
Financial Statements
Eurocell plc  Annual Report and Accounts 2024
Eurocell plc  Annual Report and Accounts 2024
68
69
Role of the Board
The Board currently comprises a  
Non-executive Chair, four Non-executive 
Directors and two Executive Directors, 
who are equally and collectively 
responsible for the proper stewardship 
and leadership of the Company. Their 
biographical details are set out on pages  
64 and 65.
In accordance with the Code, at least 
half the Board, excluding the Chair, 
should be Non-executive Directors, 
who are determined by the Board 
to be independent in character and 
judgement, and free from relationships 
or circumstances which may affect, or 
could appear to affect, this judgement. 
The Company regards Alison Littley, Iraj 
Amiri, Will Truman and Angela Rushforth 
as ‘independent’ Non-executive Directors 
within the meaning of the Code and, 
therefore, is considered to be compliant  
in this area.
The Board also considers diversity and 
inclusion throughout the Group and details 
of the extent to which the Board has met 
the FCA’s targets, in this regard, are set 
out on page 79.
The formal schedule of matters reserved 
for the Board’s consideration includes  
the following.
•	 Approval of the Group’s strategy, 
long-term objectives, annual operating 
budgets and capital expenditure plans
•	 Approving transactions of significant 
value or major strategic importance, 
including acquisitions
•	 Approving significant changes to 
the Group’s capital, corporate or 
management structure
•	 Monitoring and assessing the overall 
effectiveness of the Group’s risk 
management processes and internal 
control systems, including those related 
to health and safety, financial controls 
and anti-bribery policies and procedures
•	 Approving the Annual and Half-Year 
Reports, including Financial Statements
•	 Approving other corporate 
communications related to matters 
decided by the Board
•	 Board appointments and succession 
planning and setting Terms of Reference 
for Board Committees
•	 Remuneration matters, including the 
general framework for remuneration  
and share and incentive schemes.
Subject to those matters reserved for 
its decision, the Board has delegated 
to its Audit and Risk, Nomination, 
Remuneration and Social Values and ESG 
Committees certain authorities. There are 
written Terms of Reference for each of 
these Committees, which are available 
on the Group’s corporate website at: 
investors.eurocell.co.uk. Separate reports 
for each Committee are included in this 
Annual Report on pages 77 to 111.
Details of how opportunities and risks to 
the future success of the business have 
been considered and addressed can be 
found in the Strategic Report on pages 
56 to 63. Details of the sustainability of 
our business model can be found in the 
Strategic Report on pages 02 to 63.  
Our governance framework underpins 
the delivery of strategy and can be found 
on pages 68 and 69. An overview of the 
Group’s strategy can be found in the 
Strategic Report on pages 14 to 21.
The Directors are ultimately responsible 
for preparing the Annual Report and 
Accounts and the Board confirms it 
considers them, taken as a whole, to be 
fair, balanced and understandable, and 
provides the information necessary for 
shareholders to assess the Company’s 
position, performance, business model 
and strategy.
Governance Framework
The Board meets regularly to discuss key 
business issues and prescribe actions as 
appropriate. The Group’s reporting structure 
below Board level is designed so that all 
decisions are made by those most qualified 
to do so in a timely manner. Day-to-day 
management and the implementation 
of strategies agreed by the Board are 
delegated to the Executive Directors. 
Key to this delegation is the Executive 
Committee, which meets each month.
This structure enables the Board to 
make informed decisions on a range 
of key issues including strategy and 
risk management.
All the Directors have the right to have 
their opposition to, or concerns over, 
the operations of the Board and/or the 
management of the Company, noted  
in the minutes. During the year, no such 
opposition or concerns were noted.
The Chair and the Non-executive Directors 
met during the year without the Executive 
Directors present.
Role of the Chair
The Board has concluded that the Chair 
has met the independence criteria of the 
Code on appointment.
There is a clear division of responsibilities 
between the Chair and the Chief Executive.
The Chair is responsible for ensuring  
that the Board functions effectively.  
He sets the agenda for Board meetings 
and ensures that adequate time is devoted 
to discussion of all agenda items, particularly 
strategic issues, facilitating the effective 
contribution of all Directors and ensuring 
that the Board as a whole is involved in the 
decision-making process.
Role of the Chief Executive
The Chief Executive has principal 
responsibility for all operational activities 
and the day-to-day management of the 
business, in accordance with the  
strategies and policies approved by the 
Board. The Chief Executive also has 
responsibility for communicating to the 
Group’s employees the expectations  
of the Board in relation to culture, values  
and behaviours.
Role of the Senior 
Independent Director 
The Senior Independent Director has an 
important role on the Board, providing a 
sounding board for the Chair, leading on 
corporate governance issues and serving 
as an intermediary for the other Directors. 
She is available to shareholders if they 
have concerns, which contact through 
the normal channels of the Chair, Chief 
Executive or other Executive Directors has 
failed to resolve, or for which such contact  
is not appropriate.
Alison Littley has served as Senior 
Independent Non-executive Director since 
her succession to the role from Frank Nelson 
in May 2024.
Role of the Non-executive 
Directors
All Non-executive Directors are required to 
allocate sufficient time to the Company to 
discharge their responsibilities effectively. 
The Non-executive Directors act in a way 
they consider will promote the long-term 
sustainable success of the Group for the 
benefit of, and with regard to the interests 
of, its stakeholders.
CORPORATE GOVERNANCE STATEMENT
Eurocell plc Board Members:
• Independent Non-executive Chair        • 4 Independent Non-executive Directors      • 2 Executive Directors
Audit and Risk  
Committee Members:
•	 3 Independent  
Non-executive Directors.
Remuneration 
Committee Members:
•	 4 Independent 
Non-executive Directors.
Nomination Committee 
Members:
•	 Independent  
Non-executive Chair
•	 4 Independent  
Non-executive Directors.
Social Values and ESG 
Committee Members:
•	 4 Independent  
Non-executive Directors
•	 2 Executive Directors and 
3 senior managers.
The Audit and Risk 
Committee’s role is to 
assist the Board with 
the discharge of its 
responsibilities in relation 
to financial reporting, 
internal controls, risk 
management, compliance 
and audit.
The Remuneration 
Committee recommends 
the Group’s policy on 
executive remuneration 
and determines the 
levels of remuneration for 
Executive Directors, the 
Chair of the Board and 
senior management.
The Nomination 
Committee assists 
the Board in reviewing 
the structure, size and 
composition of the Board 
and succession planning 
for senior management.
The Social Values and 
ESG Committee’s role 
is to provide formal and 
transparent oversight 
of the Group’s ‘ESG’ 
programme and 
value‑led agenda.
 See Committee 
Report on  
pages 82 to 87
 See Committee 
Report on  
pages 90 to 111
 See Committee 
Report on  
pages 77 to 81
 See Committee 
Report on  
pages 88 to 89
Executive Committee
The Executive Committee comprises senior managers, including the 2 Executive Directors who act as a bridge between the 
Board and this Committee. Management teams report to members of the Executive Committee. The Board receives regular 
updates from the Executive Committee in relation to business issues and developments.
 See page 66
Board composition, commitment 
and election of Directors
The Nomination Committee leads 
the process for Board appointments 
and makes recommendations to the 
Board. Prior to appointment, Board 
members, in particular the Chair and 
the Non-executive Directors, disclose 
their other commitments and agree to 
allocate sufficient time to the Company 
to discharge their duties effectively and 
ensure that these other commitments  
do not affect their contribution.
The Executive Directors may accept an 
outside appointment provided that such 
appointment does not in any way prejudice 
their ability to perform their duties as 
Executive Directors of the Company. 
Darren Waters and Michael Scott do not 
currently hold any outside appointments.
The Non-executive Directors’ appointment 
letters anticipate a minimum time 
commitment of 20 days per annum, 
recognising that there is always 
the possibility of an additional time 
commitment and ad hoc matters arising 
from time to time, particularly when 
the Company is undergoing a period 
of increased activity. The average time 
commitment inevitably increases where a 
Non-executive Director assumes additional 
responsibilities such as being appointed to  
a Board Committee.
All new Non-executive Directors undergo an 
induction programme and as such spend 
considerably more than the minimum 
commitment during the course of a year. 
All Non-executive Directors are required to 
inform the Chair before accepting another 
position in order to ensure the Director  
has sufficient time to fulfil their duties.  
The current Board commitments of all 
Directors are shown on pages 64 and 
65 and their terms of appointment are 
reported on pages 56 to 62.

Strategic Report
Corporate Governance
Financial Statements
Eurocell plc  Annual Report and Accounts 2024
Eurocell plc  Annual Report and Accounts 2024
70
71
Gender
  Male 
  Female
Ethnicity
  White British 
  Other ethnic group
Length of service
  0–3 years 
  3–7 years 
  8–9 years
 
Age
  40–49 
  50–59 
  60–69 
  70–79
2
1
1
5
6
6
2024
2024
2024
2024
4
1
2
2023
6
2
7
1
2023
2023
6
2
2023
1
3
2
2
Board overview (as at 31 December 2024)
CORPORATE GOVERNANCE STATEMENT CONTINUED
The Company’s Articles of Association 
contain powers of removal, appointment, 
election and re-election of Directors and 
provide that all of the Directors must retire 
and may offer themselves for re-election  
at each Annual General Meeting (‘AGM’).
At the upcoming AGM, all the current 
Directors intend to offer themselves for 
election/re-election, in accordance with 
the Code. Following the conclusion of 
the latest Board evaluation process, the 
Board considers all the Directors to be 
effective, committed to their roles and to 
have sufficient time available to perform 
their duties.
The Board has a process in place to 
assess the current and future skills and 
experience needed by the Non-executive 
Directors against a matrix of requirements, 
through which it has determined that the 
Non-executive Directors are independent 
and that the Board has appropriate and 
complementary skills and experience.
Board evaluation and effectiveness
In accordance with the Code, a formal 
evaluation of the Board’s performance, 
along with its Committees, Chair and 
individual Directors was conducted during 
the year, with the results presented and 
discussed at the December 2024 Board 
meeting. This year’s internal evaluation 
was performed by the Chair, following the 
external evaluation by Haddleton Knight 
in 2023.
Individual interviews were conducted 
by the Chair with each Board member 
and the Group Company Secretary. 
Further sessions were held by the Senior 
Independent Director with each Board 
member and the Group Company 
Secretary, to gain feedback for the Chair. 
All involved fully engaged with the process 
and provided their qualitative feedback, 
which supported an open and frank 
exchange of views.
The evaluation identified several areas of 
strength and some areas for enhancement 
and, overall, concluded that:
•	 The Board operates in an effective and 
professional manner and has developed 
considerably over the last two years
•	 Governance processes are transparent 
and well run
•	 Risks are openly discussed with  
deep-dive analysis and review of 
material risks where appropriate
•	 There is scope, and a desire,  
from the Board to develop further.
In addition, the evaluation highlighted:
•	 Board agendas and reporting will benefit 
from being further refined to be more 
forward-looking
•	 Greater Board visibility and interaction 
with the wider workforce will be 
encouraged and developed further
•	 Board training will be strengthened 
to support greater insight into the 
responsibilities of Directors.
Taking all of this into account, the Board 
is satisfied that the current composition of 
the Board, and its Committees, provides an 
appropriate balance of skills, experience, 
independence and knowledge to allow the 
Board and its Committees to discharge 
their duties and responsibilities effectively 
and in line with the Code.
Conflicts of interest
The duties to avoid potential conflicts 
and to disclose such situations for 
authorisation by the Board are the 
personal responsibility of each Director.  
All Directors are required to ensure that 
they keep these duties under review and 
to inform the Group Company Secretary  
of any change in their respective positions.
The Company’s conflict of interest 
procedures are reflected in its Articles  
of Association (‘Articles’). In line with  
the Companies Act 2006, the Articles 
allow the Directors to authorise conflicts 
and potential conflicts of interest,  
where appropriate. The decision to 
authorise a conflict can only be made  
by non-conflicted Directors.
The Board, and its Committees, considers 
conflicts or potential conflicts at each 
meeting and, where such instances are 
identified, takes appropriate action, usually 
by excluding the conflicted party from any 
related discussions/decisions.
The Articles require the Company to 
indemnify its officers, including officers 
of wholly-owned subsidiaries, against 
liabilities arising from the conduct of the 
Group’s business, to the extent permitted 
by law. The Group carries Directors’ and 
Officers’ liability insurance.
Board meetings and attendance
There were six full Board meetings held 
during 2024, five meetings of the Audit 
and Risk Committee, three meetings of the 
Remuneration Committee, two meetings 
of the Nomination Committee and three 
meetings of the Social Values and ESG 
Committee. All of these meetings were 
held in-person and attendance was as 
shown in the table above.
All Board members, including the Chair of 
the Board, the Chief Executive, and the 
Chief Financial Officer, are invited to all 
Committee meetings regardless of whether 
they are members of the Committee. 
However, they are never involved in 
discussions or decisions pertaining to 
their own compensation or appointment 
or replacement. In addition, the Audit 
and Risk Committee also meets with the 
external auditors without any Executive 
Directors being present.
The Group Company Secretary is 
also Secretary to the Audit and Risk, 
Remuneration, Nomination, and Social 
Values and ESG Committees, and attends 
all meetings for this purpose.
In order to provide Directors enough 
time to evaluate their papers beforehand, 
Board packs are issued the week before 
each meeting. Even if a Director is 
unable to attend a Board meeting for any 
reason, they are nevertheless informed 
beforehand, given access to pertinent 
documents, and their opinions are shared 
with the other Directors.
The Group Company Secretary
The Group Company Secretary’s 
services and advice are available to all 
Directors. In addition to advising the 
Board on all governance-related issues 
through the Chair, the Group Company 
Secretary has responsibility for making 
sure that all Board processes are 
followed. The Board receives updates 
from the Group Company Secretary on 
new laws, corporate governance and 
regulatory matters, and the responsibilities 
and duties of the Directors. Among 
the matters reserved to the Board is 
the appointment and removal of the 
Group Company Secretary.
Vicky Williams has served as Group 
Company Secretary since her 
appointment in May 2024, following 
Paul Walker’s departure.
Directors may, at the Company’s expense, 
seek independent expert assistance 
as needed. Board Committees confirm 
annually that they have access to sufficient 
resources to carry out their responsibilities, 
including the ability to hire outside 
consultants as they see fit.
Number of meetings  
attended/eligible to attend
Board
Audit 
and Risk 
Committee
Remuneration 
Committee
Nomination 
Committee
Social 
Values 
and ESG 
Committee
Derek Mapp
6/6
–
–
2/2
–
Alison Littley
6/6
5/5
3/3
2/2
3/3
Iraj Amiri
6/6
5/5
2/3
1/2
3/3
Will Truman
6/6
5/5
2/2
2/2
3/3
Angela Rushforth 
(appointed 1 February 2024)
5/6
–
2/3
2/2
3/3
Frank Nelson 
(stepped down 16 May 2024)
1/1
2/2
1/1
–
–
Kate Allum 
(stepped down 31 July 2024)
3/3
–
1/1
1/1
1/1
Darren Waters
6/6
–
–
–
3/3
Michael Scott
6/6
–
–
–
3/3 

Strategic Report
Corporate Governance
Financial Statements
Eurocell plc  Annual Report and Accounts 2024
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Eurocell plc  Annual Report and Accounts 2024
72
Board induction, development 
and support
Following appointment, a new Director 
undergoes an induction programme, 
which includes a teach-in from members 
of the Executive Committee on important 
business topics, such as the background 
to our markets and industry, the 
Company’s strategy, commercial approach, 
manufacturing and logistics operations, 
administrative functions and culture.
Summary of induction programme
Understand the business
•	 Meet, on a one-to-one basis, the 
Chair, Executive Directors and other 
Non-executive Directors
•	 Receive teach-in presentations from 
all key functions within the Group, 
including Commercial, Operations, 
Human Resources, Finance, 
Marketing and IT
•	 Meet with external stakeholders 
where appropriate e.g. customers, 
suppliers, advisers, and in some 
cases, major shareholders
•	 Review previous Board and 
Committee papers, Committee 
Terms of Reference, investor 
presentations and staff 
survey results.
Meet our colleagues
•	 Meet with the Executive Committee 
and senior management teams
•	 Visit all major operational sites, 
including factories, the main 
warehouse, a selection of branches 
and the main offices, including an 
opportunity to meet with colleagues 
from these areas.
Individual development and training needs 
are identified through the Board evaluation 
process and through individual reviews 
between the Directors and the Chair.
Stakeholder engagement  
and Section 172(1) statement
As required by s172 of the Companies  
Act 2006, the Directors of the Company 
must act in the way they consider,  
in good faith, would most likely promote  
the success of the Company for the  
benefit of its shareholders. In so doing,  
the Directors must have regard  
(among other matters) to:
•	 The likely consequences of any 
decision in the long term
•	 The interests of the 
Company’s employees
•	 The need to foster the Company’s 
business relationships with suppliers, 
customers and others
•	 The impact of the Company’s operations 
on the community and the environment
•	 The desirability of the Company 
maintaining a reputation for high 
standards of business conduct
•	 The need to act fairly as between 
members of the Company.
To better comprehend the effects of 
its decisions and operations, as well 
as the interests and viewpoints of 
our major stakeholders, the Board 
takes into account information from 
all areas of the business. This covers 
topics including key risks, legal and 
regulatory compliance, plus evaluations 
of strategy, financial performance, and 
operational performance. The Board and 
its Committees receive this information 
through reports that are circulated before 
each meeting and, where necessary,  
in-person presentations. 
As a result of these activities, the Board 
has gained a thorough understanding 
of the interests and viewpoints of all key 
stakeholders, as well as other relevant 
factors, which helps the Directors comply 
with the requirements of section 172 of the 
Companies Act of 2006.
The table overleaf sets out the Board’s 
approach to stakeholder engagement in 
the context of some of the most important 
decisions made during 2024. The Board 
will sometimes engage directly with certain 
stakeholders on certain issues, but the 
size and distribution of our stakeholders 
and of the Eurocell Group dictate that 
stakeholder engagement often takes place 
at an operational level. To give greater 
understanding to this, we have provided 
clear cross-referencing to where more 
detailed information can be found in this 
Annual Report.
Risk management  
and internal control
The Board recognises that it is responsible 
for determining the nature and extent of 
the risks it is prepared to face in order to 
accomplish its strategic goals and for  
the oversight of the Group’s internal 
control systems.
The effectiveness of the Group’s internal 
control and risk management systems has 
been assessed by the Board through the 
consideration of reports received from both 
management, and KPMG as part of our 
internal audit programme. This includes an 
assessment of the financial, operational, 
and compliance controls for the time 
period covered by this Annual Report, 
as well as an evaluation of current and 
emergent risks. 
The Strategic Report comments in detail 
(pages 02 to 63) on the nature of the 
principal risks and uncertainties facing 
the Group; in particular those that would 
threaten our business model, future 
performance, solvency or liquidity and  
the measures in place to mitigate them.  
In conducting its review, the Board  
has included a robust assessment  
of these and other emerging risks and  
the effectiveness of mitigating controls.
The Audit and Risk Committee Report 
on pages 82 to 87 describes the internal 
control system and how it is managed and 
monitored. As described in prior reports, 
the cyber incident in 2022 was not the 
result of a breakdown in internal controls. 
Our investments over the last several 
years in cyber security played a major 
role in identifying the incident, enabling 
core systems to be restored quickly and 
mitigating the overall impact on the Group. 
Throughout the subsequent period, we 
have continued to invest in enhancing our 
cyber security to provide further resilience 
in this area.
The Board confirms that no significant 
failings or weaknesses were identified 
in relation to the review. The Board also 
recognises that these systems can only 
offer a reasonable level of assurance 
against material misstatement or loss and 
that they are designed to manage rather 
than eliminate the risk of failing to meet 
business objectives.
CORPORATE GOVERNANCE STATEMENT CONTINUED
Customers
Why they matter
The Board recognises that establishing 
strong and lasting relationships with our 
customers is essential to our growth 
ambitions. To become the supplier of 
choice, we must, among other things, 
continually improve our product offerings, 
quality, availability, and service.
How we engage
•	 Regular contact between senior 
management and key customers
•	 Review of insight surveys including Net 
Promoter Scores and Trustpilot ratings
•	 Periodic forums with customer groups to 
discuss product design and innovation
•	 Ongoing monitoring of social media 
platforms for relevant comments/issues.
How the Board complements 
engagement efforts
Throughout 2024, the Board received 
regular updates on our performance 
against customer and service-related KPIs, 
compared to historical and industry/sector 
benchmarks, and offered their input and 
sector advice on new initiatives.
How their interests were considered 
during 2024 and key decisions arising
Our Customer Growth and Business 
Effectiveness strategic pillars include 
continued progression of initiatives to 
enhance our customers’ experience 
and deliver our ambition to be the trade 
customer’s preferred choice. During the 
year, the Board:
•	 Oversaw progress on our trade counter 
and enterprise resource management 
system replacement projects, which (inter 
alia) aim to significantly improve customer 
experience and support
•	 Reviewed our technical team’s work with 
larger customers to support conformance 
with changing building regulations and 
develop new products
•	 Reviewed our updated customer channel 
strategy, which defines our customer 
populations and service channels
•	 Approved expenditure for investment 
in a new customer incentive and loyalty 
programme to be launched in 2025.
 For more details see Customer Growth 
on pages 16 and 17
Shareholders
Why they matter
The Board recognises the importance 
of engaging with all shareholders and 
places a high priority on having productive 
conversations to gather feedback, and act 
on areas of interest and concern, as well 
as ensure that our regulatory obligations 
are met.
How we engage
•	 Comprehensive investor relations 
programme and regular dialogue with the 
investment community
•	 Formal analyst presentations and investor 
meetings following the announcement of 
the Group’s half-year and full-year results
•	 Investor meetings following trading 
updates and otherwise ad-hoc meetings 
throughout the year
•	 Annual Chair’s roadshow, supported  
by the Non-executive Directors
•	 Annual General Meetings.
How the Board complements 
engagement efforts
The Board is committed to delivering 
sustainable value for our shareholders 
and engaged with investors during the 
year as follows:
•	 Chair’s roadshow meetings with major 
shareholders in April/May, covering 
topics such as Board composition and 
succession planning, our new strategy 
and capital allocation
•	 Senior Independent Director and 
Chair met with major shareholders in 
November/December to consult on 
proposed changes to the Company’s 
Remuneration Policy
•	 Board received regular updates on 
shareholder engagement, investor 
feedback, analyst reports, and share 
price developments.
How their interests were considered 
during 2024 and key decisions arising
•	 Investor relations is covered at all Board 
meetings and updates
•	 Investor feedback was considered in 
shaping the new strategy and revised 
capital allocation policy, designed to drive 
shareholder returns through a combination 
of a progressive ordinary dividend and 
share buybacks.
 For more details see Chief Financial 
Officer’s Review on pages 52 to 55
The disclosures on the Company’s 
substantial shareholders, 
restrictions on voting rights and 
powers to amend the Articles of 
Association are included within 
the Director’s report on page 114.

Strategic Report
Corporate Governance
Financial Statements
Eurocell plc  Annual Report and Accounts 2024
75
Eurocell plc  Annual Report and Accounts 2024
74
Colleagues
Why they matter
The Board recognises that our colleagues 
are the major drivers of the Company’s 
performance and success and, therefore, the 
importance of providing a safe workplace that 
values diversity and inclusion, and provides 
employees with the opportunities to advance 
in their careers and reach their full potential.
How we engage
•	 Regular senior management team-briefings 
on progress with the strategy, operational 
and financial performance, with a summary 
cascaded through the organisation
•	 Monthly Company magazine, 
focusing on information-sharing and 
colleague engagement
•	 Periodic staff surveys, with results used  
to drive change and improvement
•	 Regular attendance by Executive 
Committee members on safety walks  
and at safety stand-downs
•	 Board-level sponsorship for review of 
whistleblowing reports and subsequent 
lessons learned.
How the Board complements 
engagement efforts
•	 Non-executive Director listening 
groups to gather colleagues’ views 
on important topics
•	 Board member visits to operating sites and 
branches to drive enhanced engagement 
and increase Board awareness of  
day-to-day activities and challenges
•	 Social Values and ESG Committee 
receives progress updates on colleague 
engagement and wellbeing initiatives
•	 Board review of staff survey results,  
with proposed action plan considered  
and implementation monitored.
How their interests were considered 
during 2024 and key decisions arising
During 2024, management’s proposals and 
activities relating to our People First strategic 
pillar were considered by the Board with the 
following actions arising:
•	 Approval of the 2024 annual pay award 
•	 Review of the Group-wide grading 
framework development and wider 
work-force compensation and 
benefit arrangements
•	 Oversight of the Company’s gender pay 
gap reporting
•	 Oversight of the design of a new ‘Winning 
Formula’ colleague engagement survey, 
focused on workplace culture
•	 Rebranding of the people proposition  
to ‘Eurocell & You’
•	 Approval of changes to the operational 
structures and reporting lines of the 
Branch Network.
 For more details see People First  
on pages 27 to 29
Suppliers
Why they matter
The Board appreciates that to operate 
effectively we must ensure secure supplies 
of good quality sustainable materials at a 
fair price from suppliers with high ethical 
standards, and monitor supplier performance 
against appropriate metrics.
How we engage
•	 Regular review meetings between senior 
management and key suppliers, covering 
topics such as pricing, supply continuity 
and service levels 
•	 Formal tender processes conducted  
for large/high-value supplies
•	 Engagement with suppliers on 
how we can support each other 
on environmental matters
•	 Clear communication of our expectations 
for suppliers in terms of conduct and ethics.
How the Board complements 
engagement efforts
During 2024, cost inflation continued to  
be discussed at all Board meetings and 
updates. Board members shared their ideas 
and experiences on supplier relationships 
and engagement, in the light of current risks 
and challenges. 
How their interests were considered 
during 2024 and key decisions arising 
The Board continued to work with, 
and advise, management on their 
approach, including:
•	 	To closely manage supplier agreements 
to provide security of supply at fair prices, 
particularly with regards to PVC resin, 
electricity and recycling feedstock
•	 To pass a fair proportion of cost inflation 
on to our own customers through 
selling price increases.
 For more details see Sustainable 
Products on pages 36 to 37
CORPORATE GOVERNANCE STATEMENT CONTINUED
Environment and communities
Why they matter
Environmental, Social and Governance (‘ESG’) 
considerations have been a key part of the 
Board’s agenda again in 2024, as we further 
develop our plans in this very important area. 
The Board understands the role all organisations 
have to play in protecting the environment and 
in mitigating the impact of climate change. 
The Board also recognises the need to support 
the local communities in which our larger 
facilities are located.
How we engage
•	 Leading UK-based recycler of PVC windows
•	 Ongoing review of our environmental 
impact and action plans to reduce this
•	 Consultation with our suppliers to achieve 
reductions in carbon emissions across 
our value chain
•	 Recruit locally ambition
•	 Major operational sites engage with,  
and support, local communities
•	 Corporate partnership with Maggie’s 
(cancer support charity).
How the Board complements 
engagement efforts
The Board provides oversight on these 
matters through the Social Values and ESG 
Committee and maintains an open dialogue 
with our advisers, CEN Group, who regularly 
attend Committee meetings to engage on 
ESG topics. 
How their interests were considered 
during 2024 and key decisions arising
•	 Board review and approval of our  
Net Zero Transition Plan and associated 
science-based targets for emissions 
reduction
•	 Oversight of the project to install solar 
panels at our primary extrusion site  
(now complete), plus approval of the 
capital investment to install solar panels 
at our head office and distribution centre 
in 2025
•	 Monitoring of external ESG rating’s agency 
assessments of the Company’s disclosures
•	 Renewed corporate partnership agreement 
with Maggie’s (cancer support charity) 
raising £46,000 in 2024.
 For more details see Environmental 
Leadership on pages 30 to 33
Government and regulatory/
industry bodies
Why they matter
The Board recognises the critical importance 
of ensuring the highest standards of 
corporate governance, including compliance 
with the rules for listed companies and other 
relevant regulations (e.g. health and safety, 
and taxation), which together give us our 
licence to operate.
How we engage
•	 Adherence to the UK Corporate 
Governance Code principles 
and provisions
•	 Clear policies to help prevent wrongdoing, 
including whistleblowing, bribery and 
corruption, fraud, financial crime and 
modern slavery, with training provided 
where appropriate
•	 Regular meetings with tax advisers 
to review tax compliance and 
HMRC correspondence
•	 Members of the Windows and Recycling 
groups of the British Plastics Federation 
and the British Fenestration Rating 
Council, which provide a forum to 
understand changes in relevant legislation 
and building standards.
How the Board complements 
engagement efforts
The Audit and Risk Committee receives 
regular reports on governance, regulatory 
and compliance matters from management 
and from external and internal auditors.  
The internal audit programme is designed  
to provide assurance in this area.
In addition, the Board receives updates on 
matters such as developments in building 
regulations and our associated new product 
development initiatives.
How their interests were considered 
during 2024 and key decisions arising
•	 Review of the 2024 revisions to the 
UK Corporate Governance Code, with 
preparatory work to support compliance 
from the effective date of financial years 
beginning on or after 1 January 2025 
guided by the Audit Committee
•	 Review of the Company’s arrangements 
to prevent wrongdoing, including 
whistleblowing, bribery, corruption, fraud, 
financial crime, and modern slavery
•	 Approval of the Company’s tax policy
•	 Review of the requirements of the 
Economic Crime and Corporate 
Transparency Act 2023.
 For more details see Ethics and 
Compliance on pages 38 to 39

Strategic Report
Corporate Governance
Financial Statements
Eurocell plc  Annual Report and Accounts 2024
77
Eurocell plc  Annual Report and Accounts 2024
76
Engagement with the workforce
As described in Stakeholder engagement 
on pages 73 to 75, we acknowledge that 
our colleagues provide the foundation for 
our Company’s performance and success, 
and that in the present social, political, and 
economic climate, active engagement is 
more important than ever. 
To supplement the team briefings, 
continuous improvement workshops, and 
health and safety forums already in place, 
the Group hosts a variety of colleague 
engagement initiatives. These include: 
•	 A digital Company magazine, ‘Eurocell 
& You’, which updates on performance 
and other important activities around 
the Group, with a focus on information 
sharing and colleague engagement 
•	 Frequent colleague focus groups with 
the designated Non-executive Director, 
Alison Littley, to ensure that the Board 
hears the opinions of the workforce 
•	 Departmental listening groups to allow 
colleagues to provide direct feedback 
from which appropriate action plans can 
be formulated 
•	 Group-wide staff surveys, to provide 
invaluable insight into how our 
colleagues feel 
•	 Review of retention and recruitment 
challenges, to identify areas for 
improvement and ensure we remain 
competitive in the labour market 
•	 Improvements to the induction process 
for new colleagues 
•	 More flexible working arrangements, 
including hybrid working 
when appropriate 
•	 	Improvements in colleague facilities 
and restrooms as part of an overall staff 
welfare improvement programme
•	 Ongoing opportunities for all colleagues 
to become shareholders through the 
Save As You Earn scheme. 
The Board evaluates and tracks culture 
through: 
•	 Examining staff survey results and 
response rates 
•	 Reviewing staff turnover rates 
•	 Scrutinising health and safety data, 
including near-misses 
•	 Reviewing colleague 
whistleblowing cases 
•	 Engaging with senior management  
and colleagues 
•	 Observing attitudes towards internal  
and external auditors and regulators  
like HMRC and HSE. 
Through the implementation of consistent 
annual salary evaluations, annual bonus 
target-setting, and benefit entitlement, 
executive compensation has been, and 
remains, in line with the Company’s overall 
pay policy. As a result, it has not been 
considered necessary to engage with 
colleagues on this matter. 
Overall, the Board is pleased with how 
culture, including values and behaviours, 
are evolving across the Group, and 
with the increasing levels of colleague 
engagement now taking place.
Statement of compliance with 
the Code
This Corporate Governance Statement, 
together with the Nomination Committee 
Report, the Audit and Risk Committee 
Report and the Remuneration Committee 
Report, provide a description of how the 
principles and provisions of the Code have 
been applied during the year.
It is the Board’s view that, during 2024, 
Eurocell plc was in compliance with the 
relevant provisions set out in the Code in  
all material respects.
This statement complies with sub-sections 
2.1, 2.2(1), 2.3(1), 2.5, 2.7, 2.8(a) and 
2.10 of Rule 7 of the Disclosure Rules 
and Transparency Rules of the Financial 
Conduct Authority. The information 
required to be disclosed by sub-section 
2.6 of Rule 7 is shown on pages 112  
to 115.
Annual General Meeting
Our AGM will be held at our Head Office 
(see Company Information on page 173 
for details) on 15 May 2025.
The notice of our AGM, together with the 
Directors’ voting recommendations on the 
resolutions to be proposed, is included on 
a separate circular to shareholders and will 
be dispatched at least 21 clear days before 
the meeting. The notice will be available to 
view at investors.eurocell.co.uk.
All Directors intend to attend the AGM, 
including the Chairs of the Audit and 
Risk, Remuneration, Nomination and 
Social Values and ESG Committees, 
who are available to answer questions. 
The Board welcomes questions from 
shareholders who have an opportunity 
to raise issues informally or formally 
before or during the meeting.
For each proposed resolution, the proxy 
appointment forms provide shareholders 
with the option to direct their proxy vote 
either for, or against, the resolution or to 
withhold their vote. The proxy form and 
any announcement of the results of a vote 
make it clear that a ‘vote withheld’ is not a 
vote in law and will not be counted in the 
calculation of the proportion of the votes 
for and against the resolution.
All valid proxy appointments are properly 
recorded and counted by Equiniti, the 
Company Registrars. Information on the 
number of shares represented by proxy, 
the proxy votes for and against each 
resolution, and the number of shares in 
respect of which the vote was withheld 
for each resolution, together with the 
proxy voting result, are given at the AGM. 
The total votes cast, including those at 
the AGM, are published on our website 
(investors.eurocell.co.uk) immediately after 
the meeting.
Derek Mapp
Chair 
19 March 2025
CORPORATE GOVERNANCE STATEMENT CONTINUED
Dear shareholder, 
I am pleased to report to you on the 
main activities of the Committee 
and how it has performed its duties 
during the year.
Summary of activities during 
the year
The Nomination Committee met twice 
during the year and attendance at the 
meetings is shown on page 71.
The main activities of the 
Committee included:
•	 Oversight/recommendation of the 
changes to the Board, Committees  
and other senior management,  
as outlined within this report
•	 Considering the results of the external 
evaluation of the Committee’s 
effectiveness (see pages 70 to 71 for 
further details)
•	 A review of Directors’ time commitments 
and independence
•	 Consideration of the re-election of 
Directors at the Annual General Meeting
•	 Approving updates to the Committee’s 
Terms of Reference
•	 Considering and approving the 
Committee’s report for inclusion in the 
Annual Report and Accounts.
*	 Appointed on 1 February 2024.
NOMINATION COMMITTEE REPORT
Committee composition
Will Truman
Alison Littley
Frank Nelson1
Kate Allum2
Iraj Amiri
Angela 
Rushforth3
Role and responsibilities
The principal duties of the 
Nomination Committee are to:
•	 Regularly review the structure, 
size and composition of the 
Board (including its skills, 
knowledge, experience, length of 
service and diversity) and make 
recommendations to the Board 
with regard to any changes
•	 Identify and nominate, for approval 
by the Board, candidates to fill 
Board vacancies
•	 Review the time commitments 
required from Non-executive 
Directors, along with the number  
of external directorships held,  
to ensure all duties are being fulfilled
•	 Maintain an effective succession 
plan for the Board and senior 
management, considering the 
challenges and opportunities 
facing the Company, along with 
the skills and expertise needed 
in the future, while promoting 
diversity of ethnicity, gender, 
background and skills.
Derek Mapp
Chair of the Nomination Committee
1	 Stepped down from the Board 16 May 2024.
2	 Stepped down from the Board 31 July 2024.
3	 Appointed to the Board 1 February 2024.

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Financial Statements
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Eurocell plc  Annual Report and Accounts 2024
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79
Board, Committee and other senior 
management changes
The following changes to key roles 
and personnel were overseen by the 
Committee during the year:
•	 The appointment of Angela Rushforth as 
an independent Non-executive Director 
in February 2024
•	 Following Frank Nelson’s retirement 
by rotation at the 2024 AGM, the 
appointment of Alison Littley as Senior 
Independent Non-executive Director 
from that date
•	 The appointment of Alison Littley 
as Remuneration Committee Chair 
following the resignation of Kate Allum  
in July 2024
•	 The appointment of Will Truman to 
the Remuneration Committee in July 
2024. Following the 2025 AGM, Will 
shall take over the role of Remuneration 
Committee Chair, to allow Alison Littley 
to focus on her Senior Independent 
Non-executive Director duties
•	 The appointment of Cat Hambleton-Gray 
as People Director in January 2024
•	 The appointment of Vicky Williams as 
Group Company Secretary in May 2024
•	 The appointment of Stuart Livingstone as 
Chief Operating Officer in January 2025.
Nomination Committee members
During 2024, the Nomination 
Committee comprised: 
Chair: 
Derek Mapp
Committee members:
Iraj Amiri
Alison Littley
Will Truman 
Angela Rushforth (from 1 February 2024)
Frank Nelson (until 16 May 2024)
Kate Allum (until 31 July 2024)
Nomination Committee structure 
and governance
The Code recommends that a majority  
of the Nomination Committee be  
Non-executive Directors, independent in 
character and judgement and free from 
any relationship or circumstance, which 
may, could or would be likely to, or appear 
to, affect their judgement. The Board 
considers that the Company complies  
with the Code in this respect.
Only members of the Committee have the 
right to attend Committee meetings, but 
the Committee may invite others, including 
the People Director and external advisers, 
to attend all, or part of, any meeting if 
it thinks it is appropriate, necessary, or 
pursuant to the terms of any agreement 
with shareholders.
No individual participates in discussion or 
decision making when the matter under 
consideration relates to themselves.  
The Committee is supported by the 
services of the Group Company Secretary, 
and it is empowered to appoint search 
consultants and other professional advisers 
as it sees fit to assist with its work.
The Nomination Committee will meet 
as often as it deems necessary but, in 
accordance with its Terms of Reference,  
at least twice a year.
NOMINATION COMMITTEE REPORT CONTINUED
FCA target
At 31 December 2024
At 31 December 2023
% of women on the Board
At least 40%
29%1
25%1
Number of senior Board positions3 held by women
At least 1
12
–1
Number of Board members from  
an ethnic minority background
At least 1
12
12
1	 FCA target not met.
2	 FCA target met.
3	 Senior Board positions are Chair, Chief Executive, Senior Independent Director or Chief Financial Officer.
Diversity and inclusion
A range of personal strengths and industry 
backgrounds is represented on the 
Board. All Board and senior management 
appointments are made on merit, in line 
with the approach adopted throughout the 
Group’s workforce. 
The Board recognises and embraces 
the benefits of diversity and, in particular, 
the value that different perspectives and 
experience bring to the quality of debate 
and decision making. The Company has 
a documented Board Diversity Policy, 
available at, investors.eurocell.co.uk, 
which covers both Board and 
Committee appointments.
The Board recognises the Group operates 
in a historically male-dominated industry 
but is committed to consider diversity  
as a key element in senior appointments. 
The table below summarises the progress 
made against each of the FCA’s Board 
diversity targets:
At 31 December 2024, being the chosen 
reference date, the Group met two of the 
three FCA diversity targets.
Progress made towards meeting the target 
of 40% of women on the Board (38% at 
the conclusion of the 2024 AGM) was 
impacted by the resignation of Kate Allum 
in July 2024, a role that the Company has 
chosen not to replace at this time.
This, along with the relatively small size of 
the Board, and the pre-existing Directors’ 
service contracts, has inevitably limited 
the pace of change but, nevertheless, as 
vacancies arise, the Board will continue 
to move towards the FCA’s targets 
wherever possible.
However, the overriding policy in any new 
appointments will continue to be one of 
selecting candidates with an appropriate 
mix of skills, capabilities and market 
knowledge, to ensure the continued 
success of the business.

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Corporate Governance
Financial Statements
Eurocell plc  Annual Report and Accounts 2024
Eurocell plc  Annual Report and Accounts 2024
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81
Gender representation
The above data was collected on the basis of self-reporting by the individuals concerned who were asked to select their gender/
ethnicity from a list of options derived from the FCA’s template.
The gender balance of those in the senior management and their direct reports is included within the Sustainability Report on page 29.
Details of the Board and Executive Committee’s gender/ethnicity is as follows:
At 31 December 2024
Number of  
Board members
% of the Board
Number of senior  
positions on the Board  
(CEO, CFO, SID and Chair)
Number in executive 
management
% of executive 
management
Men
5
71%
3
2
40%
Women
2
29%
1
3
60%
Total
7
100%
4
5
100%
At 31 December 2024
Number of  
Board members
% of the Board
Number of senior  
positions on the Board  
(CEO, CFO, SID and Chair)
Number in executive 
management
% of executive 
management
White British or other White  
(including minority-white groups) 
6
86%
4
5
100%
Other ethnic group, including Arab
1
14%
–
–
–
Total
7
100%
4
5
100%
At 31 December 2023
Number of 
Board members
% of the Board
Number of senior 
positions on the Board  
(CEO, CFO, SID and Chair)
Number in executive 
management
% of executive 
management
Men
6
75%
4
3
75%
Women
2
25%
–
1
25%
Total
8
100%
4
4
100%
At 31 December 2023
Number of 
Board members
% of the Board
Number of senior  
positions on the Board  
(CEO, CFO, SID and Chair)
Number in executive 
management
% of executive 
management
White British or other White  
(including minority-white groups) 
7
88%
4
4
100%
Other ethnic group, including Arab
1
12%
–
–
–
Total
8
100%
4
4
100%
Ethnicity representation
NOMINATION COMMITTEE REPORT CONTINUED
Succession planning
In 2024, the Committee continued its proactive work on succession planning for the Board.
As part of this process, a detailed review of the composition, skills and experience  
of the Board, and each of its Committees, is maintained, together with desired role  
profiles, which identify the preferred attributes to be sought in future appointments.  
The process includes an analysis of any succession gaps or risks identified and includes 
contingency plans for the sudden or unexpected departure of Executive Directors or 
other senior managers. 
All appointments to the Board are subject to a formal, rigorous and transparent 
appointment process, and are made based on merit and objective criteria. The process 
for these appointments is typically as follows:
The Committee also advises and oversees 
senior management talent assessments, 
appointments and succession plans,  
in order to maintain an appropriate balance 
of skills, experience and diversity within the 
Company. The benefits of this proactive 
approach are illustrated by the ongoing 
evolution of the Executive Committee.
During 2024, a Group-wide grading and 
progression framework was established, 
which in 2025 will be developed to identify 
personal development and succession plans 
for key individuals and senior positions. 
In summary, we are confident that the 
Board has a good understanding of 
succession planning across the Group 
and the range of measures being used to 
continue to develop and recruit talented 
senior employees, and that this will be 
further strengthened by the activities 
planned for 2025.
Derek Mapp
Chair of the Nomination Committee 
19 March 2025
Candidate 
requirements
A detailed 
candidate 
profile setting 
out required 
capabilities and 
experience is 
agreed and 
passed to an 
independent 
search firm 
to facilitate 
the process
Search
Independent 
search firm 
prepares an 
initial long-list 
of candidates 
and conducts 
the first round 
of interviews 
to assess the 
candidates’ 
fit with the 
role and key 
competencies
Interviews
The Committee 
then considers 
a shortlist of 
candidates and 
interviews are 
held with all 
Board members
Board 
approval and 
announcement
The Committee 
makes a 
recommendation 
to the Board for 
its consideration. 
Following Board 
approval, the 
appointments 
are announced 
to the market

Strategic Report
Corporate Governance
Financial Statements
Eurocell plc  Annual Report and Accounts 2024
Eurocell plc  Annual Report and Accounts 2024
82
83
Dear shareholder, 
I am pleased to report to you on the 
Audit and Risk Committee’s objectives, 
responsibilities and activities during 2024.
In the light of the Financial Reporting 
Council’s (‘FRC’s’) work on UK audit 
and corporate governance reform, the 
Committee has continued to focus on the 
Company’s approach to risk management 
and internal controls, and has monitored 
the implementation of planned 
improvements in this area.
In addition, the Committee has overseen 
management’s preparation for the 2024 
amendments to the UK Corporate 
Governance Code, which (inter alia) 
will require Directors to attest to the 
effectiveness of material controls on an 
annual basis for financial years beginning 
on or after 1 January 2026. For this 
purpose, the Group has defined material 
controls as being those controls over which 
the Board considers external stakeholders 
would want to receive assurance on their 
adequacy and effectiveness. 
The Group has made good progress in 
identifying and documenting its material 
controls, and we will report on our 
progress towards compliance with the  
new provisions in our 2025 Annual Report. 
In reviewing the 2024 Annual Report, the 
Committee considered the key areas of 
accounting estimates and judgements 
noted on page 84. In doing so, the 
Committee reviewed the classification 
of certain cloud-based computing and 
acquisition-related costs as non-underlying 
items, on the basis that both items are 
material and non-recurring in nature,  
and concluded that such presentation  
was appropriate.
The Internal Audit programme for 2024 
included a review of five business areas, 
details of which are included on page 86. 
These reviews did not highlight any high-risk 
issues and demonstrated solid foundations 
upon which further developments and 
improvements can be based.
Another key area of work for the 
Committee in 2024 has been oversight 
of a tender process for the appointment 
of our external auditor, recognising that 
PricewaterhouseCoopers LLP’s tenure will 
reach ten years at the conclusion of the 
2024 audit. Following the tender process, 
the Committee recommended to the Board 
that a resolution be put to shareholders at 
the 2025 AGM to appoint Deloitte LLP as 
external auditor. Full details of the process 
are set out on page 87 of this report. 
Further information on our activities is set 
out in this report. Collectively, this work 
has provided the necessary assurance 
to the Committee that internal controls 
and governance arrangements are both 
adequate and operating effectively, and 
that the 2024 Financial Statements are fair, 
balanced and understandable. 
Finally, I would like to thank my fellow 
Committee members, and both the internal 
and external auditors, for their valuable 
contribution and support during year.
Iraj Amiri 
Chair of the Audit and 
Risk Committee
19 March 2025
AUDIT AND RISK COMMITTEE REPORT
Committee composition
Frank Nelson1 Alison Littley
Will Truman
1	 Stepped down from the Board 16 May 2024.
Role and responsibilities
The key responsibilities of the Committee are as follows.
•	 Review the Annual Report, Half-Year Report and any other formal announcements 
relating to the Group’s financial performance, giving due consideration to significant 
accounting issues and judgements contained therein, as well as compliance with 
accounting standards and other legal and regulatory requirements
•	 Review the Annual Report and Financial Statements to advise the Board on 
whether they give a fair, balanced and understandable explanation of the 
Group’s business and performance over the relevant period
•	 Review the effectiveness of the Group’s financial reporting systems and procedures
•	 Consider the Group’s internal controls and risk management systems and advise 
the Board whether they are adequate, by receiving reports on their effectiveness 
from the Chief Financial Officer and Chief Executive, together with reports from 
the Group’s outsourced internal auditors and from the external auditor
•	 Review updates to the Group’s risk register presented by management
•	 Oversee the Group’s procedures to ensure compliance with the provisions of the 
Bribery Act 2010 and the Group’s Whistleblowing Policy
•	 Consider the external auditors’ independence and objectivity, audit and non-audit 
fees and make recommendations regarding audit tender and the appointment and 
remuneration of the auditors, together with the terms of their engagement
•	 Review the annual audit plan and monitor the effectiveness of the external  
audit process
•	 Monitor and review the effectiveness of the outsourced internal audit function, 
including a review of the internal audit plan, all internal audit reports, and 
management’s responses to the findings and recommendations of the internal 
audit function
•	 Consider the adequacy of the Group’s finance function
•	 Review the Group’s Tax Strategy
•	 Review the Committee Terms of Reference
•	 Reviewed the Committee’s composition and effectiveness.
Summary of activities during 
the year
The Audit and Risk Committee met formally 
five times during the year and attendance  
at the meetings is shown on page 71.
The areas of particular focus for the 
Committee in 2024, and up to the date  
of this Annual Report, were as follows:
•	 Continued to review the Group’s 
approach to risk management and 
internal controls and developed 
recommendations regarding the 
effectiveness, formalisation and 
documentation of both new and existing 
policies and processes
•	 Ongoing review and guidance of the 
work in progress to ensure the Group 
will be ready to comply with the 2024 
amendments to the UK Corporate 
Governance Code, which become 
effective for financial years beginning  
on or after 1 January 2025
•	 Considered the appropriate accounting 
treatment, reporting and presentation  
of expenditure incurred on the project to 
replace our trade counter and enterprise 
resource planning (‘ERP’) systems, 
including cloud-based computing costs 
•	 Considered reports by management 
related to the effectiveness of the 
Group’s systems of risk management 
and internal control
•	 Reviewed the Group’s risk register, 
including principal and emerging risks
•	 Considered reports prepared by 
the Group’s outsourced internal 
audit function
•	 Considered the results of the 
internal assessment of the 
Committee’s effectiveness
•	 Approved updates to the Committee’s 
Terms of Reference.
The Committee was also kept up to date 
with changes to accounting standards 
and developments in financial reporting, 
company law and other regulatory matters 
through presentations from the external 
auditors, Chief Financial Officer and the 
Company’s finance function.
The role of the Audit and Risk Committee 
is to oversee financial reporting, review 
the ongoing effectiveness of the Group’s 
internal controls and provide assurance on 
the Group’s risk management processes. 
The Committee also assesses information 
received from the external and internal 
audit functions.
Following the 2024 year-end, at the March 
2025 meeting, the Committee reviewed 
and recommended for approval by the 
Board, the financial results for the year 
ended 31 December 2024, including a 
review of the full-year external audit.
As part of that process, the members 
of the Committee reviewed the Annual 
Report, including the adequacy of the 
disclosure with respect to going concern 
and viability reporting. The Committee 
considered the appropriateness of 
preparing the accounts on a going 
concern basis, including consideration 
of forecast plans, and supporting 
assumptions, as well as sensitivity 
analysis, and concluded that the 
Company’s financial position was such 
that it continued to be appropriate for 
accounts to be prepared on a going 
concern basis.
This additional review by the Audit and 
Risk Committee, supplemented by advice 
received from external advisers during 
the drafting process, assisted the Board 
in determining that the report was fair, 
balanced and understandable at the time 
that it was approved.
•	 Oversight of the tender process for the 
selection of our external auditor and 
recommendation to the Board and 
shareholders to appoint Deloitte LLP 
with effect from the 2025 AGM
•	 Oversight of arrangements to continually 
strengthen the cyber defences and 
further develop resilience and security in 
this area (including consideration of the 
conclusions from previous cyber audits)
•	 Reviewed the external auditor’s plan  
for their audit for the year ended  
31 December 2024
•	 Reviewed reports from the external 
auditors setting out their findings arising 
from their audits for the years ended  
31 December 2023 and 2024, as well as 
their review of the 2024 Half-Year Report
•	 Reviewed documentation prepared to 
support the viability statement and going 
concern assumption set out on page 63
•	 Considered the impact of any new 
accounting standards and financial 
reporting requirements, including 
guidance issued by the Financial 
Reporting Council (‘FRC’)

Strategic Report
Corporate Governance
Financial Statements
Eurocell plc  Annual Report and Accounts 2024
Eurocell plc  Annual Report and Accounts 2024
84
85
Audit and Risk Committee members
During 2024, the Audit and Risk 
Committee comprised:
Chair: 
Iraj Amiri
Committee members:
Frank Nelson (until 16 May 2024)
Alison Littley
Will Truman 
All members of the Committee served 
throughout the year, unless otherwise stated.
The Governance Code recommends 
that all members of the Audit and Risk 
Committee are Non-executive Directors, 
independent in character and judgement 
and free from any relationship or 
circumstance which may, could or would 
be likely to, or appear to, affect their 
judgement and that one such member has 
recent and relevant financial experience.
The Board considers that the Company 
complies with the requirements of 
the Governance Code in this respect, 
and that, by virtue of their extensive 
experience (details of which are set 
out on pages 64 to 65), Iraj Amiri, 
a Fellow of the Institute of Chartered 
Accountants in England and Wales, 
and Will Truman, a Fellow of the 
Institute of Chartered Accountants in 
England and Wales, both have recent 
and relevant financial experience. 
Furthermore, all Committee members 
have extensive relevant commercial 
and operational experience, including 
in building/construction and industrial 
organisations, which both benefit the 
Committee and collectively illustrate its 
competence relevant to the sector in 
which the Group operates.
Only members of the Committee have 
the right to attend Committee meetings, 
but both the internal and external auditors 
were invited to attend all meetings during 
the year, as a matter of course. The Chair 
of the Board, the Chief Executive, the 
Chief Financial Officer and other members 
of the Board were also invited to attend all 
the Committee meetings during the year.
In addition, the external and internal 
auditors met regularly with the Committee 
without executive management being 
present and met separately with each of 
the Audit and Risk Committee Chair and 
the Chief Financial Officer.
The Audit and Risk Committee will meet  
as often as it deems necessary but,  
in accordance with its Terms of Reference,  
at least three times a year.
Key accounting estimates and judgements
As described above, the Committee reviewed the key estimates and judgements used in the preparation of the Group’s 2024 
Financial Statements (including a review of PricewaterhouseCoopers LLP’s report and a discussion of their observations and findings 
in this area) as follows:
Area
Estimate/judgement
Management’s approach 
Committee’s review
Accounts 
receivable 
recoverability
Provision for bad and 
doubtful debts 
Application of IFRS 9’s expected credit  
loss approach to the impairment of 
receivables (which requires the use of 
forward-looking statistical modelling 
to determine the appropriate level of 
provision), plus overlays to take into 
account other material factors affecting 
recoverability, including credit insurance. 
Critically evaluated the methodology with 
respect to setting provisions for potential 
bad and doubtful debts, including 
management’s assessment of macro 
uncertainty, as well as the absolute level 
of provisions held1.
Inventory 
valuation
Provision for  
slow-moving items  
and discontinued 
product lines
Assessment of the appropriate level 
of provisioning against obsolescence, 
undertaken in the context of current trading 
and the forecast for the next financial year 
and beyond.
Critically reviewed the carrying value 
of the Group’s inventory, the approach 
taken by management and assessed 
the reasonableness of the underlying 
assumptions and financial forecasts used.
1	 The Committee’s review also considered the specific nature and characteristics of customers in the Group’s two major divisions.
AUDIT AND RISK COMMITTEE REPORT CONTINUED
Risk management
The Group’s risk management processes 
are set out in detail on pages 56 and 57.
In light of the Financial Reporting Council’s 
(‘FRC’s’) work on UK audit and corporate 
governance reform, and the revised UK 
Corporate Governance Code (2024),  
the Group has reviewed its approach to 
risk management and internal controls, 
and developed a plan to further improve 
their effectiveness. Implementation 
of these changes has begun and will 
continue into 2025.
A description of our work in relation  
to internal controls is included in the  
next section. 
In terms of risk management, a formal 
Risk Appetite Statement has been 
developed and approved by the Board, 
with supporting frameworks now in 
place for risk management, assurance 
strategy and policy management, along 
with the implementation of enhanced 
risk assessment tools to support the risk 
management approach.
These tools include the preparation of a 
risk canvas, the completion of checklists 
from the FCA’s Systems and Controls 
Sourcebook and Corporate Governance 
code, and a risk materiality assessment.
The Group’s Risk Management Committee 
is chaired by the Chief Financial Officer. 
This Committee reviews significant risks 
and the status of related mitigating actions.
The Audit and Risk Committee reviews 
the risk register twice per year to ensure 
the timely identification and robust 
management of inherent and emerging 
risks is taking place. To the extent that any 
failings or weaknesses are identified during 
the review process, appropriate measures 
are taken to remedy these.
Information relating to the management of 
risks and any changes to the assessment 
of key risks is reported by the Audit and 
Risk Committee to the Board.
Internal controls
The Board is responsible for the overall 
system of internal controls for the Group 
and for reviewing its effectiveness.  
The Board receives assurance on internal 
control effectiveness at least annually, 
covering all key controls including financial, 
operational and compliance controls and 
risk management systems.
In particular, the Board discharges its 
duties in this area by:
•	 Holding regular Board meetings to 
consider the matters reserved for  
its consideration
•	 Receiving regular management reports, 
which provide an assessment of key 
risks and mitigating actions
•	 Scheduling annual Board reviews of 
strategy including consideration of the 
material risks and uncertainties facing 
the business
•	 Ensuring there is a clear organisational 
structure with defined responsibilities 
and levels of authority, which are 
regularly reviewed
•	 Scheduling regular Board reviews of 
performance against financial budgets 
and forecasts.
In reviewing the effectiveness of the 
system of internal controls, the Audit  
and Risk Committee:
•	 Reviews the risk register compiled 
and maintained by senior managers 
within the Group, at least bi-annually, 
receives reports on near misses, 
errors and inaccuracies
•	 Receives management assurance on  
the effectiveness of the systems of 
financial and accounting controls
•	 Regularly reviews the internal audits 
performed and the progress against 
previously raised recommendations.
The Group has several operating policies 
and controls in place covering a range of 
issues including financial reporting, capital 
expenditure, business continuity and 
information technology, including cyber 
security, and appropriate employee policies. 
These policies are designed to ensure 
the accuracy and reliability of financial 
reporting and govern the preparation of 
financial statements.
In respect of the Group’s financial reporting, 
the Finance function is responsible for 
preparing the Group financial statements 
using a well-established process and for 
ensuring that accounting policies are in 
accordance with International Financial 
Reporting Standards.
Consolidated accounts are prepared 
directly within the Group’s SAP system. 
All business units report on SAP, with no 
adjustments processed outside of the 
system, other than the accounting entries 
to reflect IFRS 16 (Leases), which are 
produced by a specialist lease accounting 
software package. Full balance sheet 
reconciliations are prepared every month 
and independently reviewed by senior 
finance staff. The Chief Financial Officer 
reviews consolidated and business 
unit financial statements with the Chief 
Executive every month. All financial 
information published by the Group is 
subject to the approval of the Audit and 
Risk Committee.
Following the cyber incident in 2022, we 
have continued to invest in infrastructure 
to improve resilience and security in this 
area. The Group’s IT team have remained 
vigilant to cyber risks and have rolled-out 
enhanced regular cyber training for all staff.
Other than as described, there have been 
no changes in the Company’s internal 
control systems during the financial year 
under review that have materially affected, 
or are reasonably likely to materially  
affect, the Company’s control over  
financial reporting.
The Board, with advice from the Audit 
and Risk Committee, is satisfied that 
an effective system of internal controls 
and risk management is in place, which 
enables the Company to identify, evaluate 
and manage key and emerging risks, 
and which accords with the guidance 
published by the FRC.
These processes have been in place since 
the start of the financial year and up to the 
date of approval of the accounts. Further 
details of specific material risks and 
uncertainties facing the business can be 
found on pages 58 to 62.
In addition, as noted, the 2024 
amendments to the UK Corporate 
Governance Code will require Directors 
(inter alia) to attest to the effectiveness 
of material controls on an annual basis 
for financial years beginning on or after 
1 January 2026. The Committee has 
provided ongoing review and guidance 
over the steps being taken to ensure the 
Group will be able to comply with the 
revised Code. The Group has defined 
material controls as being those controls 
over which the Board considers external 
stakeholders would want to receive 
assurance about their adequacy and 
effectiveness. We are now well  
progressed with our work to ensure all  
key financial and operational processes 
are documented, in the  
process identifying material risks and 
controls, and we will report on our 
progress towards compliance with the  
new provisions in our 2025 Annual Report 
and Accounts.

Strategic Report
Corporate Governance
Financial Statements
Eurocell plc  Annual Report and Accounts 2024
Eurocell plc  Annual Report and Accounts 2024
86
87
Internal audit
KPMG LLP provide an outsourced Internal 
Audit function, which complements the 
internal finance-based checks performed 
on the branch network operations.
AUDIT AND RISK COMMITTEE REPORT CONTINUED
The Committee, working in conjunction 
with KPMG LLP, approved a full 
programme for 2024, which was compiled 
based on the following specific categories.
•	 Risk: internal audit reviews specifically 
linked to Eurocell’s key financial and 
operational risks
•	 Routine: internal audit reviews covering 
financial, regulatory, compliance and 
IT operations, which require cyclical 
assurance coverage
•	 Request: internal audit reviews that  
have been specifically included at  
the request of either management,  
the Audit Committee or the Board.
A summary of the 2024 programme is as follows:
Internal audit programme
Summary of findings
Outbound Delivery 
Accuracy
•	 Recommendations to implement additional KPIs (e.g. time to service customer queries) and formalise 
meeting action minutes.
Expenses
•	 Vast majority of expenses are processed correctly, with approvals and evidence documented
•	 For expenses deviating from policy guidelines (including outbound gifts/hospitality), approval is in 
place, but not always formally documented in advance. Policy and practice to be reviewed and 
updated accordingly.
System 
Implementation
•	 Project is led by experienced staff and there is positive feedback/engagement from key stakeholders 
across the business
•	 Key governance documents are in place, with some gaps identified compared to best practice project 
documentation to be addressed.
Procure to Pay
•	 There has been a significant improvement in the Requisition to Pay processes since this area was last 
subject to an internal audit in 2017
•	 New recommendations are low-risk items, principally related to formalising policy documentation.
Follow-up on Previous 
Internal Audit 
Recommendations
•	 The format of the internal audit action tracker requires a more nuanced descriptor of the state of 
individual actions (e.g. add ‘superseded’ or ‘risk accepted’) and stronger evidence of completion 
should be documented by action owners and tested by the Internal Controls team.
The Committee is satisfied with the overall delivery of the KPMG internal audit programme.
In addition to the topics reviewed by KPMG, in 2024, the Board received reports from management providing assurance over  
internal controls operating in the following business areas: health and safety, cyber security, new building regulations, effectiveness  
of standard sales terms and conditions, succession planning and theft mitigation (including individuals’ safety).
Whistleblowing, bribery  
and business ethics
The Group is committed to the highest 
standards of openness, honesty, integrity 
and accountability.
The Group maintains a suite of policies, 
which support our commitment to strong 
business ethics, and for which we take a 
strict approach to non-compliance.
This includes policies related to:
•	 Financial crime
•	 Conflicts of interest
•	 Gifts and hospitality
•	 Share dealing.
In addition, the Whistleblowing policy 
makes colleagues aware that they should 
report any serious concerns or suspicions 
about any wrongdoing or malpractice on 
the part of any colleague of the Group, 
without fear of criticism, discrimination or 
reprisal, as well as the procedure for raising 
such concerns.
Each report is triaged by a nominated 
committee of senior management,  
and subsequently referred to the Senior 
Independent Non-executive Director. 
The Committee also takes responsibility 
for reviewing the policies and procedures 
adopted by the Group to prevent 
bribery and corruption, and the Group is 
committed to a zero-tolerance position in 
this respect. The Committee is satisfied 
that the Group’s procedures with respect 
to these matters are adequate.
In accordance with the obligations under 
the Reporting on Payment Practices  
and Performance Regulations 2017,  
the Company has submitted its bi-annual 
reports in line with the legislation during 
the year.
The Group’s Modern Slavery Statement, 
which sets out details of the policies in 
relation to slavery and human trafficking, 
as well as its due diligence processes 
with its partners, has been published at: 
investors.eurocell.co.uk.
The Group has also updated its Tax 
Strategy Statement, again published 
on our website, in compliance with the 
Finance Act 2016, which sets out details 
of the Group’s attitude to tax planning 
and tax risk. In addition, the Group 
continues to be certified as an accredited 
Fair Tax Mark business, recognising our 
responsibility to pay the right amount of 
tax, in the right place, at the right time.
External auditor independence
In accordance with best ethical standards, 
PricewaterhouseCoopers LLP has 
processes in place designed to maintain 
independence, including the rotation of the 
audit engagement partner at least every 
five years. As a result of these processes, 
the current audit engagement partner, 
Chris Hibbs, assumed full responsibility 
from the 2020 audit.
The Committee has also adopted policies 
to safeguard the independence of its 
external auditors, which are underpinned 
by principles that ensure that the external 
auditors do not:
•	 Audit their own work
•	 Make management decisions  
for the Group
•	 Create a conflict of interest
•	 Find themselves in the role of advocate 
for the Group.
Any work awarded to the external auditors 
with a value of more than £5,000 in 
aggregate in any financial year, other than 
an audit, requires the specific approval 
of the Committee. Where the Committee 
perceives that the independence of the 
auditors could be compromised, the work 
will not be awarded to the auditors.
Details of amounts paid to 
PricewaterhouseCoopers LLP (‘PwC’)  
for audit and audit-related assurance 
services in 2024 are set out on page 140. 
The audit-related assurance services 
provided during the year were in relation 
to the Half-Year Report (£49,600) and 
the sustainability targets included in the 
Company’s banking facility (£27,500).
During the year, the Committee reviewed 
the audit process, the performance of the 
auditors and their ongoing independence, 
taking into consideration:
•	 An assessment of the lead audit 
partner and the audit team, including 
their responses to questions from 
the Committee
•	 A review of the audit approach, scope, 
determination of significant risk areas 
and materiality
•	 The execution of the audit, including the 
increased use of technology, and the 
audit findings reported
•	 Input from, and interaction with, 
management and communication with, 
and support to, the Committee
•	 The quality of any recommendation 
points; and a review of independence, 
objectivity, scepticism and their ability  
to challenge.
Based on this review, the Committee 
concluded that the external audit process 
had been run efficiently and that 
PricewaterhouseCoopers LLP has been 
effective in their role as external auditors.
The Committee is satisfied that the 
independence of the external auditors is 
not impaired, and the level of fees paid for 
non-audit services, details of which are set 
out in Note 5 to the Financial Statements, 
does not jeopardise their independence. 
In 2024, PwC’s audit of the Group’s 2023 
Annual Report and Accounts, was chosen 
by the FRC for an Audit Quality Review 
(‘AQR’), as part of their routine quality 
monitoring process. PwC confirmed the 
findings of the AQR to the Audit and 
Risk Committee at its meeting in March 
2025, noting that no significant areas for 
improvement, nor any material issues  
in relation to the Financial Statements,  
were identified in the AQR team’s report.
External auditor appointment 
The Audit and Risk Committee has primary 
responsibility for making a recommendation 
to the Board on the appointment, 
reappointment, removal and remuneration 
of the external auditors. It keeps under 
review the scope and results of the audit,  
its cost-effectiveness and the independence 
and objectivity of the auditors.
The Group’s current auditors, 
PricewaterhouseCoopers LLP were 
appointed in April 2015, following the 
Company’s IPO in March 2015. As a 
result, PricewaterhouseCoopers LLP were 
permitted to remain as external auditors 
without re-tender for ten years from that 
date, until the completion of the 2024 
annual audit. 
Therefore, the Committee has overseen 
a tender process for the appointment of 
the Group’s external auditor for the 2025 
annual audit. This process was completed 
during 2024 so that, in the event of a 
change, the incoming firm would have the 
opportunity to shadow the 2024 audit.
External auditor tender overview
The objective of the tender was to 
select the highest-quality auditor at 
an appropriate price. The governance 
structure outlined in the table below was 
used to ensure a transparent and robust 
selection process.
The following key activities were 
undertaken as part of the tender:
•	 An assessment of the UK audit market 
and firms’ capabilities resulted in four 
firms being invited to participate in 
the process, including the incumbent, 
PricewaterhouseCoopers LLC 
•	 The four firms were asked to prepare an 
RFP document, based on information 
made available via an electronic data 
room, plus meetings with members of 
the Steering Committee
•	 As well as structured engagement 
sessions, the participating firms had 
the chance to meet with the CEO, 
other members of the executive team 
(including the Director of IT) and key 
members of the finance team
•	 The Steering Committee evaluated the RFP 
submissions, based on pre-determined 
objective criteria consistently applied,  
and agreed a shortlist of two firms for  
in-person presentations to the Advisory 
and Steering Committees
•	 Following the shortlist firm presentations, 
and consideration of relevant transition 
arrangements, the Advisory and Steering 
Committees agreed Deloitte LLP was the 
preferred firm.
At the conclusion of the process, the 
Audit and Risk Committee considered the 
results of the tender and recommended to 
the Board that Deloitte LLP be appointed 
as external auditors for the Group, subject 
to shareholder approval at the 2025 AGM.
Iraj Amiri
Chair of the Audit  
and Risk Committee
19 March 2025
Governance body
Key responsibilities
Audit and Risk 
Committee
•	 Ultimate authority over the tender process 
•	 Approve tender strategy, including participating firms 
•	 Recommend selected audit firm to the Board.
Advisory Committee 
(Audit Chair, SID)
•	 Attend shortlisted firm presentations and participation in final selection decision.
Steering Committee 
(Audit Chair, CFO plus 
key members of the 
finance team)
•	 Design tender process, including request for proposal (‘RFP’) information requirements and evaluation criteria
•	 Preparation of electronic data room for participating firms 
•	 Meetings with participating firms to support their RFP preparation
•	 Evaluate RFP submissions and agree firms for shortlist presentation
•	 Attend shortlisted firm presentations and participation in final selection decision.

Strategic Report
Corporate Governance
Financial Statements
Eurocell plc  Annual Report and Accounts 2024
89
Eurocell plc  Annual Report and Accounts 2024
88
Dear shareholder, 
I am pleased to report to you on the 
main activities of the Committee  
and how it has performed its duties 
during 2024.
The Committee is responsible for providing 
formal and transparent oversight of 
the Group’s Environmental, Social and 
Governance (‘ESG’) programme and 
value-led agenda. This includes, but is not 
limited to, sustainability, employee welfare 
and responsible business practices,  
as well as the Company’s contribution  
to the societies in which it operates.
Role and responsibilities
The principal duties of the Committee 
are to:
•	 Drive the social value and 
responsible business agenda on 
behalf of the Company
•	 Ensure that the Company conducts its 
business in a commercially responsible 
way to achieve maximum positive 
impact on the people, communities and 
the environment in which it works
•	 Monitor progress against key 
performance indicators and external 
ESG index results
•	 Benefit the customers, staff and 
shareholders of the Eurocell Group.
1	 Stepped down from the Board 31 July 2024.
2	 Appointed 1 February 2024.
3	 Stepped down from the Committee  
31 December 2024.
4	 Appointed 2 January 2024.
Committee composition
Kate Allum1
Iraj Amiri
Will Truman
Angela 
Rushforth2
Darren 
Waters
Michael 
Scott
Colin Hales3
Cat 
Hambleton-
Gray4
Jon Lawrence
As a result, the Committee has the 
following objectives to:
•	 Emphasise the importance of 
environmental measures, sustainability 
goals and performance, at all levels of 
the business
•	 Provide best practice on the structure, 
policies and regulations that impact 
the business
•	 Increase the understanding and 
awareness of corporate governance and 
social aspects that impact the business 
and industry
•	 Monitor and develop all aspects 
of employee welfare throughout 
the business
•	 Implement and promote common 
and workable standards of corporate 
governance for the business
•	 Provide advice on ESG matters to 
management and the Board
•	 Review and approve/recommend the 
Group’s ESG initiatives, objectives, 
strategies and targets
•	 Advise on the reporting and disclosures 
on ESG matters in compliance with laws 
and regulations.
Social Values and  
ESG Committee members
The Committee includes Non-executive 
Directors, Executive Directors and 
members of the senior management team. 
During 2024, the Committee comprised:
Chair: 
Alison Littley
Committee members:
Non-executive Directors:
Kate Allum (until 31 July 2024)
Iraj Amiri
Will Truman
Angela Rushforth (from 1 February 2024)
Executive Directors:
Darren Waters
Michael Scott
Senior management team:
Colin Hales (Chief Operating Officer,  
to 31 December 2024)
Jon Lawrence (Head of Safety,  
Health and Environment)
Cat Hambleton-Gray (People Director,  
from 2 January 2024) 
All members of the Committee served 
throughout the year, unless otherwise stated.
Only members of the Committee have the 
right to attend Committee meetings, but 
the other members of the Board and, when 
appropriate, other members of the senior 
management team, are also invited to 
attend Committee meetings.
SOCIAL VALUES AND ESG COMMITTEE REPORT
Summary of activities during 
the year
The Social Values and ESG Committee 
met formally three times during the year 
and attendance at the meetings is shown 
on page 71.
The areas of focus for the Committee in 
2024, and up to the date of this Annual 
Report, were as follows.
•	 Review of management reports on safety 
performance and improvement initiatives
•	 Oversight of the ongoing environmental 
protection initiatives across the Group
•	 Review of the approach to, and delivery 
of, the People First Strategy
Non-financial and Sustainability Information Statement
The Group has complied with the requirements of sections 414CA and 414CB of the Companies Act 2006 by including certain 
non-financial information within the Strategic Report.
The following table summarises where you can find further information on each of the key areas of disclosure required by section 
414CA and 414CB of the Companies Act. The Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations 
2022 amend these sections of the Companies Act 2006, placing requirements on the Group to incorporate climate disclosures  
in the Annual Report. We believe these have been addressed within this year’s climate-related disclosures on pages 40 to 51 and  
as such, we have referenced the location of these within our statement on TCFD on page 41.
Relevant Group policies and guidance
Relevant principal risks
Relevant information from our Annual Report
Environmental 
matters
•	 Safety, Health and Environment Policy
•	 Sustainable Procurement Policy
•	 Corporate Social Responsibility Policy.
•	 Sustainability and 
climate change.
•	 Environmental Leadership:  
pages 30 to 33
•	 Sustainable Products:  
pages 36 to 37.
Colleagues
•	 Employee Handbook
•	 Managing Performance Policy
•	 Equality, Diversity and Inclusion Policy
•	 Board Diversity Policy.
•	 Health and safety.
•	 Health and Safety:  
pages 25 to 26
•	 People First:  
pages 27 to 29.
Social matters •	 Corporate Social Responsibility Policy
•	 Privacy policy
•	 Anti-Bullying, Harassment and  
Victimisation Policy
•	 Whistleblowing Policy
•	 Safety, Health and Environment Policy
•	 Recruitment Policy
•	 Various Information Security Policies
•	 Sustainable Procurement Policy.
•	 Cyber security
•	 Managing change.
•	 Ethics and Compliance:  
pages 38 to 39.
Human rights
•	 Anti-Slavery and Human Trafficking Policy
•	 Whistleblowing Policy
•	 Modern Slavery Statement.
•	 Ethics and Compliance:  
pages 38 to 39.
Anti-bribery  
and corruption
•	 Anti-bribery policy.
•	 Ethics and Compliance:  
pages 38 to 39.
•	 Reviewing the Committee Terms  
of Reference
•	 Approval of the Groups Net Zero 
Transition Plan
•	 Approval to submit emission reduction 
targets for verification by the Science 
Based Targets initiative (‘SBTi’)
•	 Considered the appropriateness of 
ESG metrics and any associated 
assurance requirements
•	 Overseeing the Groups first submission 
to the CDP.
Full details of our work to date on 
the development of our ESG strategy 
and related matters are set out in the 
Sustainability Report on pages 22 to 39 
and the Task Force on Climate-related 
Financial Disclosures Report on pages  
40 to 51.
Our Net Zero Transition Plan can be found 
at: investors.eurocell.co.uk. 
Finally, I would like to thank my fellow 
Committee members who served 
during the year for their valuable 
contribution and support.
Alison Littley
Chair of the Social Values 
and ESG Committee
19 March 2025

Strategic Report
Corporate Governance
Financial Statements
Eurocell plc  Annual Report and Accounts 2024
Eurocell plc  Annual Report and Accounts 2024
90
91
1	 Appointed Committee Chair 1 July 2024.
2	 Joined the Committee 1 February 2024.
3	 Joined the Committee 1 July 2024.
4	 Stepped down as Chair and Member of the 
Committee 1 July 2024.
5	 Stepped down from the Committee 16 May 2024.
Dear shareholder, 
I am pleased to introduce the Directors’ 
Remuneration Report for 2024, being my 
first report since succeeding Kate Allum  
as Committee Chair in July 2024.
Throughout the year, the Committee has 
endeavoured to balance the experience 
of the Company’s stakeholders with its 
obligations to ensure remuneration is:
•	 Competitive to support recruitment  
and retention
•	 Fit to incentivise and fairly reward the 
achievement of short and long-term 
business goals 
•	 Cascaded appropriately throughout  
the business.
I hope the report explains how we have 
sought to achieve this aim for the year in 
review and, following an extensive consultation 
process, how we have arrived at the proposed 
policy for the next three years, for which we 
will seek approval at the coming AGM.
For the year in review, as described 
elsewhere in this Annual Report, the Group 
delivered a resilient financial performance 
against a weak market backdrop. The 
performance outturn delivered would 
ordinarily have warranted a bonus 
payment based on a partial achievement 
of the targets set at the start of the year. 
However, despite the Group’s solid cash 
flow performance, the Executive Directors 
proposed that no bonus should be paid in 
relation to profit performance. Whilst the cash 
flow performance (which was at 102% of the 
target set at the start of the year) warranted 
a payment of 82% of the maximum 
available for that performance element,  
the Committee exercised its discretion 
to scale back the payment to reflect its 
assessment of the broader performance 
context. The Committee approved a fixed 
payment of £15k to each of the Executive 
Directors, consistent with the approach 
taken for determining other payments 
under the scheme this year. This context 
has framed the Committee’s assessment 
of 2024 incentive outcomes, further details  
of which are set out later in this report. 
Looking ahead, we are asking 
shareholders to approve a new 
Remuneration Policy at the AGM on  
15 May 2025. The current policy expires 
at that time, having been approved by 
shareholders at the 2022 AGM. The 
review of the policy has been a key focus 
for the Committee during 2024, as we 
undertook to ensure that our approach 
to executive remuneration over the next 
policy term directly reinforces the Group’s 
ambitious growth strategy outlined last 
year. Our proposals, and the background 
to these, are explained in this report. On 
behalf of the Committee, I would like to 
thank investors for their time in engaging 
on this matter, the constructive feedback, 
which informed our final approach, and the 
support indicated for the proposal.
Further details on the policy review process, 
and the proposed new policy, can be found 
on pages 92 to 100 of this report.
In line with prior years, we will also offer 
a resolution on an advisory basis on the 
Directors’ Remuneration Report (excluding 
Part A: Directors’ Remuneration Policy). 
This year, there will also be separate 
resolutions to approve the rules of the 
Performance Share Plan and the Deferred 
Share Plan, to enable us to implement  
the policy proposals in 2025 and beyond.
I hope that we have succeeded in setting 
out clearly our proposals and the rationale 
for these, and can count on your support 
for the remuneration-related resolutions at 
the 2025 AGM. 
I would also like to thank my fellow 
Committee members and external 
advisers for their valuable contributions 
during the year.
Alison Littley
Chair of the Remuneration 
Committee
19 March 2025
DIRECTORS’ REMUNERATION REPORT
Committee composition
Alison Littley1 Iraj Amiri
Angela 
Rushforth2
Will Truman3
Kate Allum4
Frank Nelson5
Role and responsibilities
The Committee’s principal 
responsibilities are to:
•	 Recommend to the Board the 
remuneration strategy and 
framework for the Executive 
Directors and senior managers
•	 Determine, within that framework, 
the individual remuneration 
arrangements for the Executive 
Directors and senior managers
•	 Determine the remuneration  
for the Chair 
•	 Oversee any major changes 
in colleague benefit structures 
throughout the Group.
Proposed Remuneration Policy 
In conjunction with our external adviser, a 
detailed review of the Remuneration Policy 
was performed by the Committee during 
the year. This process involved reviewing 
the current policy in the context of our 
business strategy, pay and conditions 
in the wider workforce and market 
practice. In addition, potential conflicts of 
interest were considered in line with the 
requirements of the Companies Act 2006. 
The existing policy was approved by 100% 
of shareholders at the 2022 AGM and 
expires in 2025. The policy has remained 
broadly unchanged for a number of years 
and, while it reflects typical market norms 
for FTSE Executive Director remuneration, 
the Committee determined from its review 
that a different approach is merited for  
the next policy term to more directly 
reinforce the Group’s strategic ambition 
to grow revenues to £500 million and 
generate profits of £50 million by improving 
margin to 10%, by 2028. Therefore, 
in late 2024, we consulted extensively 
with shareholders on a proposed policy 
incorporating the following changes, 
to sharpen the link of executive pay 
outcomes to Company performance and 
directly align the Executive Directors and 
wider senior leadership team with the 
delivery of the strategy that the business 
has committed to deliver. Thereby the new 
policy will:
•	 Increase the bonus opportunity for 
the CEO to 150% of salary, to deliver 
a short-term remuneration opportunity 
that reflects the calibre and performance 
track record of our well-regarded CEO, 
whilst maintaining a below-market base 
salary positioning, consistent with our 
philosophy of upweighting variable 
remuneration over fixed pay.  
No change is proposed to the CFO’s 
bonus opportunity (100% of salary).
•	 Strengthen bonus deferral, while 
an Executive Director is building a 
shareholding in Eurocell, by mandating 
that 50% of any bonus earned be 
deferred into shares for three years. 
Currently, only bonus earned in excess of 
75% of salary is required to be deferred. 
This strengthened requirement supports 
the principle of alignment with shareholder 
interests through exposure to the share 
price. Once the in-post shareholding 
guideline has been met, whether by 
purchases in the market or retaining 
vested share-based remuneration, it is 
proposed that the mandatory deferral 
requirement be relaxed and any bonus 
earned paid entirely in cash.
Summary of activities during the year
The Remuneration Committee met formally 
3 times during the year and attendance at 
the meetings is shown on page 71.
The main Committee activities during the 
year (full details of which are set out in the 
relevant sections of this report) included:
•	 Assessing performance against the 
targets set, and the resulting pay-out of, 
the 2023 annual bonus
•	 Agreeing Executive Director and  
senior management base salaries from 
1 April 2024
•	 Setting the performance targets for the 
2024 annual bonus
•	 Agreeing the award levels and targets 
for the 2024 Performance Share Plan 
(‘PSP’) awards
•	 Reviewing the pay and benefits structure 
of the wider workforce to ensure 
alignment with the Executive Directors 
and senior management
•	 Reviewing the policy and extensively 
engaging shareholders before finalising 
its proposal
•	 Reviewing our gender pay gap reporting
•	 Overseeing the operation of the Group’s 
Save As You Earn scheme
•	 Reviewing the Committee Terms  
of Reference
•	 Reviewing its advisers and appointing 
Ellason LLP as independent 
remuneration consultants to the Group, 
with effect from August 2024.
•	 Grant a one-off, four-year PSP in 
2025 aligned with the remainder 
of the five-year term of our 
stated strategic ambition. Award 
opportunities will be set at 800% of 
base salary (equivalent to 200% of 
base salary per annum) for our CEO, 
and 600% of base salary for our CFO 
(equivalent to the existing opportunity of 
150% of base salary on an annualised 
basis). The scorecard will comprise 
the three KPIs of our strategy: revenue 
(weighted 25%); profit (50%); and 
margin (25%). The Committee will 
also retain the discretionary powers 
already available, to review the 
formulaic outcome and adjust this, if 
necessary, to ensure it reflects Eurocell’s 
underlying performance. This will 
include the quality of earnings, the 
impact of transformational M&A and 
the stakeholder experience, thereby 
also avoiding any windfall gains. To the 
extent the award vests, 50% will be 
subject to a further one-year holding 
period. No further PSP awards will be 
made to Darren Waters and Michael 
Scott until 2029.
Our proposals seek to strengthen further 
the alignment of executive remuneration 
to shareholder value creation and 
stakeholders’ experience, and to strike a 
balance between being highly motivational 
whilst appropriately competitive for relevant 
talent markets and other FTSE Main Market 
companies of comparable sector, scale 
and complexity to Eurocell. In that context, 
the Committee welcomed the feedback 
received during an extensive engagement 
process in Q4 2024 with shareholders 
representing c.67% of issued share capital. 
The support indicated, and the feedback 
and views received, informed our decision 
to proceed with submitting the revised 
policy, set out on pages 92 to 100, for 
shareholder approval at the 2025 AGM.
The Committee also welcomed 
shareholders’ constructive challenge and 
expectation that targets for the 2025 PSP 
be set to be appropriately challenging, with 
appropriate safeguards against ‘paying 
for failure’ implemented. The Committee 
supports these principles, and this helpful 
input informed our decision making on 
how we will implement the Remuneration 
Policy for 2025, as set out on page 100 
of this report.

Strategic Report
Corporate Governance
Financial Statements
Eurocell plc  Annual Report and Accounts 2024
93
Eurocell plc  Annual Report and Accounts 2024
92
DIRECTORS’ REMUNERATION REPORT CONTINUED
2024 remuneration outcomes
2024 Annual Bonus Plan
Adjusted profit before tax was up 32% at 
£20.0 million (2023: £15.2 million), driven 
by proactive gross margin management 
and reduced input costs. However, this 
result has been achieved before taking into 
consideration the cost of any associated 
bonus pay-out. 
Including the cost of an on-target outcome 
for the profit element of the Annual Bonus 
Plan for all scheme participants would reduce 
the profit outcome to a below-threshold level. 
The Committee, therefore, determined, at 
the request of the Executive Directors, that 
no bonus would be payable in connection 
with the profit element of the plan. 
Adjusted cash generated from operations 
was solid at £49.1 million, compared to 
£57.4 million in 2023, with the comparative 
period including a reduction in stocks of 
c.£13 million. This performance results in 
an achievement of 102% of the cash flow 
target set for this element of the plan. 
After the appropriate weightings are 
applied, this would ordinarily provide for 
an overall pay-out of 25% of salary being 
awarded to the Executive Directors. 
However, the Committee elected to 
exercise its discretion to scale back the 
payment to reflect its assessment of 
the broader performance context. The 
Committee approved a fixed payment of 
£15k to each of the Executive Directors, 
consistent with the approach taken for 
determining other payments under the 
scheme this year. 
Further details can be found on page 103  
of this report.
PSP awards granted in 2022
Adjusted basic earnings per share  
(‘EPS’) for the year was 14.4 pence  
(2023: 11.0 pence).
Return on capital employed (‘ROCE’)  
at 31 December 2024 was 16.9%  
(2023: 12.6%).
As a result of this performance, the PSP 
awards granted in 2022 will lapse in full in 
2025, further details of which can be found 
on page 104 of this report.
As in previous years, annual PSP awards 
were made during 2024, with targets again 
based on EPS and ROCE, and further 
details can be found on page 104.
Implementation of the Remuneration 
Policy in 2024 and 2025
The Committee considers the 
Remuneration Policy has operated as 
intended in 2024. However, during its 
review of the policy prior to submitting 
this for approval at our 2025 AGM, the 
Committee determined that it would be 
appropriate to more closely align the 
structure, measures and targets of our 
short and long-term incentive opportunities 
to our stated strategic priorities announced 
in 2024. Further details on how we propose 
to implement the new policy, subject to 
approval by shareholders at the AGM, are 
included within Part B: The Annual Report 
on Remuneration on pages 101 to 111.
The Committee believes its approach 
takes due account of market and best 
practice and, importantly, also reflects and 
supports Eurocell’s strategy and promotes 
the Company’s long-term success.
Remuneration Policy links 
to strategy
The Group’s five-year strategy was first 
set out in the 2023 Annual Report, with a 
full progress update included in this year’s 
report on pages 14 to 21.
As described, the current Remuneration 
Policy reflects typical market norms, with, the 
measures used in the annual bonus selected 
by the Committee to reinforce our short-term 
operational priorities. Long-term performance 
measures are selected to align with our 
strategic ambitions and targets typically 
reflect industry context, expectations of 
what will constitute appropriately challenging 
performance levels and factors specific to 
the Group.
Explanatory foreword
This report contains the material 
required to be set out as the Directors’ 
Remuneration Report for the purposes 
of Part 4 of The Large and Medium-sized 
Companies and Groups (Accounts and 
Reports) (Amendment) Regulations 2013 
and is split into two parts as follows.
Part A: The Directors’ Remuneration 
Policy – this sets out the proposed 
Remuneration Policy for which shareholder 
approval will be sought at the 2025 AGM, 
given that Eurocell has reached the end of 
its three-year shareholder-approved policy 
period. Our current Directors’ Remuneration 
Policy, which was approved by shareholders 
at the 2022 AGM, was disclosed fully in the 
2021 Annual Report and is also available at: 
investors.eurocell.co.uk. This Part A sets out 
the proposed policy and will be subject to a 
binding vote at the 2025 AGM.
Part B: The Annual Report on 
Remuneration – this sets out payments 
and awards made to the Directors 
and details the link between Company 
performance and remuneration for 
2024 and how the proposed policy will 
be operated for 2025. The Directors’ 
Remuneration Report (excluding Part A: 
Directors’ Remuneration Policy) subject 
to an advisory vote at the AGM.
The auditors have reported on 
certain parts of the Annual Report on 
Remuneration and stated whether,  
in their opinion, those parts have been 
properly prepared in accordance with  
the Companies Act 2006. Those parts, 
which have been subject to audit, are 
clearly indicated.
PART A:  
DIRECTORS’ 
REMUNERATION 
POLICY
Policy scope
The policy applies to the Chair of  
the Board, Executive Directors and  
Non-executive Directors.
Policy duration
Subject to being approved by 
shareholders at the 2025 AGM, the 
Directors’ Remuneration Policy shall 
apply from the date of until the end 
of the financial year in which the third 
anniversary of its approval falls.
Changes from the 2021 
Remuneration Policy
Following a detailed review, the 
Committee is proposing a revised policy 
to more directly reinforce Eurocell’s 
ambitious growth strategy and further 
strengthen the alignment of executive 
and stakeholder interests. The proposed 
changes (and rationale for them) are 
described in the Chair’s letter at the start 
of this report and, along with other minor 
revisions being proposed to the policy, 
are highlighted in the following table. 
The Committee consulted shareholders 
representing c.67% of issued share 
capital on its proposals and took into 
account their views when finalising the 
policy. Further details are set out in the 
‘consideration of shareholder views’ 
section later in this Part A.
Executive Directors
The following table summarises the key aspects of the Directors’ Remuneration Policy:
Element and purpose
Policy and operation
Maximum
Performance measures
Base salary
This is the core 
element of pay 
and reflects the 
individual’s role and 
position within the 
Group, with some 
adjustment to reflect 
their capability 
and contribution.
Base salaries will be reviewed each year  
by the Committee.
The Committee does not strictly follow 
data but uses the median position (as 
against appropriate size and/or sector 
peers) as a reference point in considering, 
in its judgement, the appropriate level 
of salary having regard to other relevant 
factors including corporate and individual 
performance and any changes in an 
individual’s role and responsibilities.
Base salary is normally paid monthly in cash.
It is anticipated that salary 
increases will generally be in line 
with those awarded to salaried 
employees. However, in certain 
circumstances (including, 
but not limited to, changes 
in role and responsibilities, 
market levels, individual and 
Company performance), the 
Committee may make larger 
salary increases to ensure they 
are market competitive. The 
rationale for any such increase 
will be disclosed in the relevant 
Annual Report on Remuneration.
n/a
Benefits
To provide 
benefits valued 
by recipients.
The Executive Directors can receive a car 
allowance or Company car (and fuel), private 
family medical cover, permanent health 
insurance and life assurance.
The Committee reserves discretion to 
introduce new benefits where it concludes  
that it is appropriate to do so, having regard  
to the particular circumstances and to  
market practice.
Where appropriate, the Company will 
meet certain costs relating to Executive 
Director relocations.
It is not possible to prescribe 
the likely change in the cost 
of insured benefits or the cost 
of some of the other reported 
benefits year to year, but the 
provision of benefits will operate 
within an annual limit of £100,000 
(plus a further 100% of base 
salary in the case of relocations).
The Committee will monitor the 
costs of benefits in practice 
and will ensure that the overall 
costs do not increase by more 
than the Committee considers 
appropriate in the circumstances.
n/a
Pension
To provide  
retirement benefits.
Executive Directors can receive pension 
contributions to personal pension 
arrangements or, if a Director is impacted  
by annual or lifetime limits on contribution  
levels to qualifying pension plans, the  
balance can be paid as a cash supplement.
The maximum employer’s 
contribution (or cash 
supplement) for incumbent 
Executive Directors is, and 
for new appointments will 
be, aligned with the pension 
benefits available to the wider 
workforce, currently 5% of 
base salary.
n/a

Strategic Report
Corporate Governance
Financial Statements
Eurocell plc  Annual Report and Accounts 2024
95
Eurocell plc  Annual Report and Accounts 2024
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Element and purpose
Policy and operation
Maximum
Performance measures
Annual Bonus Plan
To motivate 
executives and 
incentivise delivery of 
performance over a 
one-year operating 
cycle, focusing  
on the short to 
medium-term 
elements of our 
strategic aims.
Annual Bonus Plan levels and the 
appropriateness of measures are reviewed 
annually at the commencement of each 
financial year to ensure they continue to 
support our strategy.
From the 2025 Annual Bonus Plan cycle 
onwards, 50% of any earned award will 
be compulsorily deferred into Eurocell 
shares under the Company’s Deferred 
Share Plan (‘DSP’), for three years from 
grant. To the extent an Executive Director 
has achieved, and continues to meet, 
their share ownership guideline, the 
deferral requirement shall cease to apply 
and subsequent earned awards will be 
paid in cash.
The number of shares subject to vested 
DSP awards may be increased to reflect the 
value of dividends that would have been paid 
in respect of any ex-dividend dates falling 
between the grant of awards and the expiry  
of the deferral period.
Malus and clawback provisions apply to the 
Annual Bonus Plan and DSP, as explained 
within this report.
150% of base salary for the 
Chief Executive Officer.
100% of base salary for other 
Executive Directors.
The performance measures 
applied may be financial or 
non-financial and corporate, 
divisional or individual 
and in such proportions 
as the Committee 
considers appropriate.
Once set, performance 
measures and targets will 
generally remain unchanged 
for the year, except to 
reflect events such as 
corporate acquisitions or 
other significant events 
where the Committee 
considers it to be necessary 
in its opinion to make 
appropriate adjustments.
Attaining the threshold level 
of performance for any 
measure will not produce a 
pay-out of more than 20% 
of that element of the overall 
opportunity attributable to 
that measure.
However, the Annual 
Bonus Plan remains a 
discretionary arrangement, 
and the Committee 
retains a standard power 
to apply its judgement to 
adjust the outcome of the 
Annual Bonus Plan for any 
performance measure  
(from zero to any cap)  
should it consider that  
to be appropriate.
DIRECTORS’ REMUNERATION REPORT CONTINUED
Element and purpose
Policy and operation
Maximum
Performance measures
Long-term 
incentives
To motivate and 
incentivise delivery 
of sustained 
performance over 
the long term, and to 
promote alignment 
with shareholders’ 
interests.
Awards under the PSP take the form of 
nil-cost options, which vest to the extent 
performance conditions are satisfied over  
a period of at least three years.
The number of shares subject to vested 
PSP awards may be increased to reflect the 
value of dividends that would have been paid 
in respect of any ex-dividend dates falling 
between the grant of awards and the expiry of 
the vesting period (or at the end of any holding 
period in respect of unexercised awards).
A post-vesting holding period applies to PSP 
awards. For the 2025 PSP, a post-vesting 
holding period of one year will apply to 50% 
of any shares vesting at the conclusion of the 
4-year performance period. For any other 
PSP awards granted to Executive Directors 
during the policy term (as may be required 
for new appointments), a post-vesting 
holding period of two years will apply to 
100% of any shares vesting.
Malus and clawback provisions apply to PSP 
awards, as explained within this report.
For 2025 only:
•	 an award opportunity of  
800% of base salary for  
Darren Waters; and
•	 an award opportunity of  
600% of base salary for 
Michael Scott.
Future years:
No further awards will be 
made to Darren Waters or 
Michael Scott until 2029.
Annual awards (e.g. in the 
event of a new Executive 
Director appointment during 
the policy term) may be made 
up to 200% of base salary. 
The Committee expressly 
reserves discretion to make 
such awards as it considers 
appropriate within this limit.
The Committee may set such 
performance conditions on 
PSP awards as it considers 
appropriate (whether 
financial or non-financial 
and whether corporate, 
divisional or individual).
Performance periods may 
be over such periods as the 
Committee selects at grant, 
which will not normally 
be less than (but may be 
longer than) three years.
No more than 25% of 
awards vest for attaining 
the threshold level of 
performance conditions. 
The Committee also has 
standard power to exercise 
discretion to adjust the 
outcome of the PSP for 
any performance measure 
(from zero to any cap) 
should it consider that to 
be appropriate.
Share ownership 
guidelines
To further align the 
interests of Executive 
Directors with those 
of shareholders.
Executive Directors are required to retain at 
least 50% of the net of tax shares, which 
vest under the PSP and DSP awards until 
the guideline (being 200% of base salary) is 
met. Any PSP shares, which are performance 
vested but subject to a holding period, and 
any shares awarded in connection with annual 
bonus deferral, will be credited for the purpose 
of the guidelines (discounted for anticipated 
tax liabilities).
Executive Directors are required to maintain a 
shareholding in the Company for a one-year 
period after stepping down from that position, 
being 100% of base salary or the Executive 
Directors’ actual relevant shareholding at 
leaving this position, if lower.
The Executive Directors’ actual relevant 
shareholding will include shares vesting under 
any of the Company’s discretionary share 
incentive arrangements (including any deferred 
bonus shares) from awards granted after  
12 May 2022, but excludes shares acquired 
through purchase and the release of shares 
under share incentive plans where the grant 
occurred prior to 12 May 2022.
n/a
n/a

Strategic Report
Corporate Governance
Financial Statements
Eurocell plc  Annual Report and Accounts 2024
97
Eurocell plc  Annual Report and Accounts 2024
96
DIRECTORS’ REMUNERATION REPORT CONTINUED
Element and purpose
Policy and operation
Maximum
Performance measures
All-employee 
share plans
To encourage 
share ownership by 
employees, thereby 
allowing them to 
share in the  
long-term success 
of the Group 
and align their 
interests with those 
of shareholders.
These are all-employee share plans established 
under HMRC tax-advantaged regimes and 
follow the usual form for such plans.
Executive Directors will be able to participate 
in all-employee share plans on the same terms 
as other Group employees.
The maximum participation levels 
for all-employee share plans will 
be the limits for such plans set 
by HMRC from time to time.
Consistent with normal 
practice, such awards 
will not be subject to 
performance conditions.
Chair/ 
Non-executive 
Director fees
To enable the 
Company to recruit 
and retain Chairs 
and Non-executive 
Directors of the 
highest calibre, at the 
appropriate cost.
The fees paid to the Chair and Non-executive 
Directors aim to be competitive with other listed 
companies of equivalent size and complexity.
The fees payable to the Non-executive 
Directors are determined by the Board, with the 
Chair’s fees determined by the Remuneration 
Committee. Fees are paid monthly in cash.
The Chair and Non-executive Directors 
will not participate in any cash or share 
incentive arrangements.
The Company reserves the right to provide 
benefits (including travel and office support) to 
the Chair and Non-executive Directors where 
appropriate. Should any assessment to tax be 
made on such reimbursement, the Company 
reserves the ability to settle such liability on 
behalf of the Non-executive Director.
The aggregate fees (and any 
benefits) of the Chair and  
Non-executive Directors will not 
exceed the limit from time to time 
prescribed within the Company’s 
Articles of Association.
If the Chair and/or Non-executive 
Directors devote special 
attention to the business of the 
Company or otherwise perform 
services, which in the opinion 
of the Directors, are outside the 
scope of the ordinary duties of 
a Director, they may be paid 
such additional remuneration 
as the Directors or any 
Committee authorised by the 
Directors may determine.
n/a
Other elements of the policy and notes to the policy table
Performance targets
Targets applying to the annual bonus and PSP are set at the start of each award cycle, taking into account a number of internal and 
external reference points. 
Annual bonus targets, which may change from year to year, are aligned with the annual budget agreed by the Board and measures will 
be selected by the Committee to reinforce short-term operational priorities. While commercially sensitive at the time of being agreed, 
bonus targets will be disclosed retrospectively in the relevant Annual Report. 
PSP targets typically reflect industry context, expectations of what will constitute appropriately challenging performance levels and 
factors specific to the Group. For the four-year PSP proposed for approval at the 2025 AGM, measures and targets have been 
aligned directly to the KPIs of our five-year strategy published in the 2023 Annual Report.
Malus and clawback
Malus (being the forfeiture of unpaid or unvested awards) and clawback (being the ability of the Company to claim repayment of paid 
amounts) provisions apply to the Annual Bonus Plan, DSP and PSP in certain circumstances (e.g. material misstatement of accounts, 
miscalculation of vesting/pay-outs and conduct that would or could justify summary dismissal). Normally, clawback can operate for up 
to three years following the vesting of an award. This timeframe has been set by the Committee to align with the period over which the 
Company’s processes and systems are likely to uncover any of the trigger events listed above. 
Differences between the policy on remuneration for Directors and remuneration of other employees
While the appropriate benchmarks vary by role, the Company seeks to apply the philosophy behind this policy across the Company 
as a whole. This includes the basis on which the wider senior leadership team is incentivised and, accordingly, the PSP structure, 
measures and targets outlined above will be cascaded to all eligible participants. 
Where Eurocell’s pay policy for Directors differs from its pay policies for groups of employees, this reflects the appropriate market rate 
position and/or typical practice for the relevant roles. The Company takes into account pay levels, the bonus opportunity and share 
award opportunity applied across the Group as a whole when setting the Executive Directors’ Remuneration Policy.
Committee discretions 
The Committee will operate the Annual Bonus Plan, DSP and 
PSP according to their respective rules and the policy table. 
The Committee retains discretion, consistent with market 
practice, in a number of respects, in relation to the operation 
and administration of these plans. These discretions include, 
but are not limited to, the following: 
•	 the selection of participants; 
•	 the timing of grant of an award/bonus opportunity; 
•	 the timing of vesting of an award/bonus opportunity; 
•	 the size of an award/bonus opportunity subject to the 
maximum limits set out in the policy; 
•	 the determination of the extent to which performance 
targets are satisfied and the resultant vesting/bonus  
pay-outs; 
•	 discretion required when dealing with a change of control  
or restructuring of the Group; 
•	 determination of the treatment of leavers based on the  
rules of the plan and the appropriate treatment chosen; 
•	 adjustments required in certain circumstances (e.g. rights 
issues, corporate restructuring events and special dividends); 
•	 the annual review of performance measures, weightings 
and targets from year to year; and 
•	 application of malus and/or clawback provisions. 
In addition, while performance measures and targets used 
in the Annual Bonus Plan and PSP will generally remain 
unaltered, if events occur which, in the Committee’s opinion, 
would make a different or amended target a fairer measure 
of performance, such amended or different target can be 
set, provided it is not materially more or less difficult to satisfy 
(having regard to the event in question). 
Any use of these discretions would, where relevant,  
be explained in the Directors’ Remuneration Report and 
may, where appropriate and practicable, be the subject 
of consultation with the Company’s major shareholders. 
In addition, for the avoidance of doubt, in approving this 
policy, authority is given to the Company to honour any 
commitments entered into with current or former Directors 
under previous policies. 
The Committee may make minor amendments to the policy  
(for regulatory, change of control, tax or administrative 
purposes or to take account of a change in legislation)  
without obtaining shareholder approval for that amendment.
Recruitment remuneration policy
The Company’s recruitment remuneration policy aims to give 
the Committee sufficient flexibility to secure the appointment 
and promotion of high-calibre executives to strengthen the 
management team and secure the skillset necessary to 
deliver our strategic aims.
In terms of the principles for setting a package for a new 
Executive Director, the starting point for the Committee will  
be to apply the general policy for Executive Directors as set 
out and structure a package in accordance with that policy.  
Any caps contained within the policy for fixed pay do not 
apply to new recruits, although the Committee would not 
envisage exceeding these caps in practice.
The Annual Bonus Plan, DSP and PSP will operate (including 
the maximum award levels) as detailed in the general policy 
in relation to any newly appointed Executive Director. For an 
internal appointment, any variable pay element awarded in 
respect of the prior role may either continue on its original terms 
or be adjusted to reflect the new appointment as appropriate.
For external and internal appointments, the Committee may 
agree that the Company will meet certain relocation expenses 
as it considers appropriate.
For external candidates, it may be necessary to make 
additional awards in connection with the recruitment to buy 
out awards forfeited by the individual on leaving a previous 
employer. While buy-out awards are not subject to a formal 
cap, the Company will not pay more than is, in the view of the 
Committee, necessary and will in all cases seek, in the first 
instance, to deliver any such awards under the terms of the 
existing Annual Bonus Plan, DSP or PSP. It may, however,  
be necessary in some cases to make buy-out awards on 
terms that are more bespoke than the existing schemes.
The structure and award opportunity under any buy-out 
arrangement, whether delivered under the Annual Bonus 
Plan, DSP, PSP or otherwise, will take due account of the 
service obligations and performance requirements for the 
remuneration relinquished by the individual when leaving 
a previous employer. The Committee will seek (where it is 
practicable to do so) to make buy-outs subject to what are,  
in its opinion, comparable requirements in respect of service 
and performance. However, the Committee may choose 
to relax this requirement in certain cases (such as where 
the service and/or performance requirements are materially 
completed, or where such factors are, in the view of the 
Committee, reflected in some other way, such as a significant 
discount to the face value of the awards forfeited) and where 
it is considered to be in the interests of shareholders to do so.
A new Chair/Non-executive Director would be recruited on 
the terms explained above in respect of the main policy for 
such Directors.

Strategic Report
Corporate Governance
Financial Statements
Eurocell plc  Annual Report and Accounts 2024
99
Eurocell plc  Annual Report and Accounts 2024
98
Service contracts
Executive Directors
The Committee’s policy is that each Executive Director’s service agreement should be of indefinite duration, subject to termination 
upon no more than 12 months’ notice by either party. The service agreements of both Executive Directors comply with that policy. 
Contracts contain provisions allowing the Company to make payments in lieu of notice (albeit not including bonus or benefits) but  
do not contain change of control provisions.
The Committee reserves flexibility to alter these principles, if necessary, to secure the recruitment of an appropriate candidate 
including, if appropriate, a longer initial notice period (of up to two years) reducing over time.
The date of each current Executive Director’s contract is:
Darren Waters 	
11 April 2023 
Michael Scott	
1 September 2016
Chair/Non-executive Directors
The Chair and each Non-executive Director is engaged for an initial period of three years. These appointments can be renewed 
following the initial three-year term. These engagements can be terminated by either party on 12 months’ notice.
Neither the Chair nor any Non-executive Directors can participate in the Company’s incentive plans, are not entitled to any pension 
benefits and are not entitled to any payment in compensation for early termination of their appointment beyond the 12 months’ notice 
referred to above. The details of the appointments of the current Non-executive Directors are as follows:
Name
Date of original appointment
Date of latest appointment
Term
Derek Mapp
16 May 2022
16 May 2022
3 years
Alison Littley
1 July 2022
1 July 2022
3 years
Iraj Amiri
7 November 2022
7 November 2022
3 years
Will Truman
11 May 2023
11 May 2023
3 years
Angela Rushforth
1 February 2024
1 February 2024
3 years
The Directors’ service agreements and letters of appointment are available for shareholders to view from the Group Company 
Secretary on request.
DIRECTORS’ REMUNERATION REPORT CONTINUED
Termination/change of control policy summary
It is appropriate for the Committee to consider treatments on a termination having regard to all of the relevant facts and circumstances 
available at that time. This policy applies both to any negotiations linked to notice periods on a termination and any treatments that  
the Committee may choose to apply under the discretions available to it under the terms of the Annual Bonus Plan, DSP and PSP.  
The potential treatments on termination under these plans are summarised in the table below:
Incentives
If a leaver is deemed to be a ‘good leaver’;  
for example, leaving through injury, ill-health,  
disability, retirement, redundancy, sale of business  
or otherwise at the discretion of the Committee
If a leaver is not  
a ‘good leaver’
Change in control
Annual bonus
The Committee has discretion to determine an 
annual bonus, which may be limited to the period 
actually worked.
Annual bonus 
generally not paid.
The Committee has discretion  
to determine an annual bonus.
DSP
Awards normally vest either on the normal vesting 
date or cessation. The Committee can pro-rate 
awards if considered appropriate.
All awards will  
normally lapse.
Awards vest on a pro rata 
basis, unless the Committee 
determines not to pro-rate.
PSP
Awards usually subsist, subject to being pro-rated 
for time and the application of the performance 
conditions at the end of the normal performance 
period.
The Committee retains standard discretions to 
either vary/disapply time pro-rating or to accelerate 
vesting to the earlier date of cessation (assessing 
the performance conditions at that time).
All awards will  
normally lapse.
Will receive a time pro-rated 
award subject to the application 
of the performance conditions  
at the date of the event, unless 
the Committee determines not  
to pro-rate for time.
Annual Bonus Plan, DSP and PSP awards typically vest immediately and in full upon death (although pro-rating may be applied, 
depending on the circumstances).
The Company has the power to enter into settlement agreements with Directors and to pay compensation to settle potential legal 
claims. In addition, and consistent with market practice, in the event of the termination of an Executive Director, the Company may 
make a contribution towards that individual’s legal fees and fees for outplacement services as part of a negotiated settlement.  
Any such fees will be disclosed as part of the detail of termination arrangements. For the avoidance of doubt, the policy does not 
include an explicit cap on the cost of termination payments.
External appointments 
The Company’s policy is to permit an Executive Director to serve as a Non-executive Director elsewhere when this does not conflict 
with the individual’s duties to the Company. Where an Executive Director takes such a role, they will be entitled to retain any fees that 
they earn from that appointment (unless the Committee determines otherwise). 
Statement of consideration of employment conditions elsewhere in the Group 
Pay and employment conditions generally in the Group are taken into account when setting Executive Directors’ remuneration.  
The Committee receives regular updates on overall pay and conditions in the Group, including (but not limited to) changes in base 
pay and any staff bonus pools in operation, and uses this information to ensure consistency and fairness of approach throughout the 
Group. As a result, the Committee does not consider it necessary to formally consult with colleagues when drawing up the policy, 
determining how the policy will be implemented, or in preparing the Remuneration Report. However, it is intended that annual colleague 
engagement surveys would include coverage of relevant aspects of the Group’s remuneration approach, to the extent this is considered 
appropriate in the circumstances.
Statement of consideration of shareholder views 
When determining executives’ remuneration, the Committee takes into account views of shareholders and best practice guidelines 
issued by institutional shareholder bodies. The Committee is always open to feedback from shareholders on remuneration policy and 
arrangements, and commits to undergoing shareholder consultation in advance of any significant changes to remuneration policy.  
In developing the policy set out in this report, we engaged with shareholders representing c.67% of our issued share capital. We had 
a high level of engagement and welcomed the broad indications of support for our proposals, which shareholders acknowledged 
closely align with our stated strategy, in terms of timeframe and scorecard measures.
The Committee will continue to monitor trends and developments in corporate governance and market practice to ensure that the 
structure of the executive remuneration remains appropriate. 

Strategic Report
Corporate Governance
Financial Statements
Eurocell plc  Annual Report and Accounts 2024
101
Eurocell plc  Annual Report and Accounts 2024
100
  Share price growth
  PSP
  Annual bonus
  Fixed pay
£474k
£1,017k
£1,996k
£2,431k
2000
2200
2400
2600
1800
1600
1400
1200
1000
800
600
400
200
0
£000
CEO
CFO
21%
100%
47%
32%
24%
33%
43%
19%
27%
32%
22%
£347k
£701k
£1,133k
£1,368k
100%
50%
33%
17%
31%
28%
41%
25%
23%
35%
17%
Minimum
Target
Maximum
Maximum 
with share 
price growth
Minimum
Target
Maximum
Maximum 
with share 
price growth
Illustrations of application of Remuneration Policy
The charts below aim to show how the Remuneration Policy for Executive Directors will be applied in 2025 using the assumptions in 
the table below.
Minimum
•	 Consists of base salary, benefits and pension
•	 Base salary is the salary to be paid with effect from 1 April 2025
•	 Estimated value of a full-year’s benefits, including car (and fuel) or car allowance, private family medical 
cover, permanent health insurance and travel insurance
•	 Pension measured as the cash allowance in lieu of Company contributions at 5% of base salary. 
	
Base salary	
Benefits	
Pension	
Total fixed
Darren Waters	
£434,928	
£17,075	
£21,746	
£473,749
Michael Scott	
£314,244	
£17,075	
£15,712	
£347,031
Target
•	 Annual bonus: consists of an assumed payment of 50% of maximum opportunity
•	 Long-term incentives: threshold vesting (25% of maximum) of the 2025 PSP opportunity proposed  
for approval at the 2025 AGM (annualised to reflect the one-off nature of the four-year scheme).
Maximum
Based on the maximum remuneration receivable (excluding share price appreciation and dividends):
•	 Annual bonus: consists of maximum bonus of 100% of base salary
•	 Long-term incentives: 100% vesting of the 2025 PSP opportunity (annualised to reflect the one-off 
nature of the four-year scheme).
Maximum with  
share price growth
•	 As per the ‘maximum’ scenario, but with a 50% share price growth assumption for the PSP awards.
DIRECTORS’ REMUNERATION REPORT CONTINUED
PART B:  
THE ANNUAL REPORT ON REMUNERATION
The Committee (unaudited)
Remuneration Committee members
During 2024, the Remuneration Committee comprised: 
Chair: 
Alison Littley (from 1 July 2024, member since 15 May 2023)
Kate Allum (to 1 July 2024)
Committee members:
Frank Nelson (until 16 May 2024)
Iraj Amiri 
Angela Rushforth (from 1 February 2024)
Will Truman (from 1 July 2024)
All members of the Committee served throughout the year, unless otherwise stated.
The Chief Executive and Chief Financial Officer are invited to attend meetings of the Committee, except when their own remuneration  
is being discussed, and other Executives and Non-executive Directors attend meetings as required.
The Committee has formal Terms of Reference, which can be viewed on the Company’s website at: investors.eurocell.co.uk.
During the year, the Committee considered its obligations under the Code and concluded that:
•	 The Directors’ Remuneration Policy supports the Company’s strategy (including in the performance measures chosen)
•	 Remuneration for our Directors remains appropriate.
In addition, the Committee has ensured that the Directors’ Remuneration Policy in force for 2024 and our practices  
in the year are consistent with the six factors set out in Provision 40 of the 2018 UK Corporate Governance Code:
Clarity – Our Directors’ Remuneration Policy is well understood by our senior executive team and has been clearly articulated to our 
shareholders and representative bodies (both on an ongoing basis and during a consultation when changes are being proposed).
Simplicity – The Committee is mindful of the need to avoid overly complex remuneration structures which can be misunderstood and 
deliver unintended outcomes. Therefore, a key objective of the Committee is to ensure that our Directors’ Remuneration Policy and 
practices are straightforward to communicate and operate.
Risk – Our Directors’ Remuneration Policy has been designed to ensure that inappropriate risk-taking is discouraged and will not 
be rewarded via (i) the balanced use of both annual incentives and long-term incentives which employ a blend of targets, (ii) the 
significant role played by shares in our incentive plans (together with bonus deferral and shareholding guidelines) and (iii) malus/
clawback provisions within all our incentive plans.
Predictability – Our incentive plans are subject to individual caps, with our share plans also subject to standard dilution limits. The use  
of shares within our incentive plans results in the actual pay received being closely aligned to the experience of our shareholders.
Proportionality – There is a clear link between individual awards, delivery of strategy and our long-term performance. In addition,  
the significant role played by variable pay, together with the composition of the Executive Directors’ service contracts, ensures that 
poor performance is not rewarded.
Alignment to culture – Our executive pay policies are fully aligned to the Company’s culture through the use of metrics in both the 
annual bonus and PSP that measure how we perform against key aspects of our strategy.
Committee advisers
FIT Remuneration Consultants LLP (‘FIT’) were the Committee’s appointed advisers until July 2024 and, during that period, provided 
advice to the Committee on all matters relating to remuneration, including best practice. FIT’s fees in respect of 2024 were £14,880 
(excluding VAT). FIT’s fees were charged on the basis of the firm’s standard terms of business for advice provided.
The Remuneration Committee oversaw and approved the appointment of Ellason LLP (‘Ellason’) to the role of consultant to the 
Committee in August 2024. Ellason has no connection with the Group or any individual Director and provided no other services 
to the Group and, therefore, the Committee was satisfied that the advice provided by Ellason was objective and independent. 
Ellason’s fees in respect of 2024 were £17,850 (excluding VAT) and were charged on the basis of the firm’s standard terms of 
business for advice provided.
Both FIT and Ellason are signatories to the Remuneration Consultants Group’s Code of Conduct.

Strategic Report
Corporate Governance
Financial Statements
Eurocell plc  Annual Report and Accounts 2024
103
Eurocell plc  Annual Report and Accounts 2024
102
Audited information
Single total figure table (audited)
The remuneration for the Chair, Executive and Non-executive Directors of the Company who performed qualifying services during the 
relevant financial year is detailed below. The Chair and Non-executive Directors received no remuneration other than their annual fee.
For the year ended 31 December 2024:
Name
Salary/fees
£000
Taxable  
benefits1
£000
Pension
£000
Total fixed 
remuneration  
£000
Bonus2
£000
Long-term 
incentives3 
£000
Total variable 
remuneration  
£000
Total  
remuneration  
£000
Darren Waters
422
18
21
461
15
–
15
476
Michael Scott
305
18
15
338
15
–
15
353
Derek Mapp
155
–
–
155
–
–
–
155
Frank Nelson4
25
–
–
25
–
–
–
25
Kate Allum5
36
–
–
36
–
–
–
36
Alison Littley6
73
–
–
73
–
–
–
73
Iraj Amiri
62
–
–
62
–
–
–
62
Will Truman
52
–
–
52
–
–
–
52
Angela Rushforth7 
47
–
–
47
–
–
–
47
For the year ended 31 December 2023:
Name
Salary/fees
£000
Taxable 
benefits1
£000
Pension
£000
Total fixed 
remuneration 
£000
Bonus2
£000
Long-term 
incentives3 
£000
Total variable 
remuneration 
£000
Total 
remuneration 
£000
Darren Waters8
296
12
15
323
89
–
89
412
Michael Scott
291
17
15
323
89
–
89
412
Mark Kelly9
174
9
16
199
47
–
47
246
Derek Mapp
150
–
–
150
–
–
–
150
Frank Nelson
62
–
–
62
–
–
–
62
Kate Allum5
56
–
–
56
–
–
–
56
Alison Littley
59
–
–
59
–
–
–
59
Iraj Amiri10
56
–
–
56
–
–
–
56
Will Truman11
32
–
–
32
–
–
–
32
Martyn Coffey12
21
–
–
21
–
–
–
21
Notes:
1	 	Taxable benefits comprise company car (and fuel) or car allowance, private family medical cover, permanent health insurance and travel insurance.
2	 	Bonuses are calculated on the annualised salary as at the end of the financial year.
3	 	No long-term incentives vested during the year.
4	 	Frank Nelson stepped down as Chair of the Audit and Risk Committee on 11 May 2023 and from the Board on 16 May 2024.
5	 	Kate Allum was appointed Chair of the Remuneration Committee from 11 May 2023. She stepped down from the Board on 31 July 2024.
6	 	Alison Littley was appointed as Senior Independent Director from 16 May 2024 and Remuneration Committee Chair from 1 July 2024.
7	 	Angela Rushforth was appointed to the Board 1 February 2024.
8	 	Darren Waters was appointed to the Board on 11 April 2023 and Chief Executive from 11 May 2023.
9	 	Mark Kelly stepped down from the Board on 11 May 2023.
10	Iraj Amiri was appointed Chair of the Audit and Risk Committee from 11 May 2023.
11	Will Truman was appointed to the Board on 11 May 2023.
12	Martyn Coffey stepped down from the Board on 11 May 2023.
The aggregate emoluments (being salary/fees, bonuses, benefits and pension allowances) of all Directors for 2024 was £1,279,000 
(2023: £1,506,000).
DIRECTORS’ REMUNERATION REPORT CONTINUED
Further information on the 2024 annual bonus (audited)
In 2024, the annual bonus metrics were a blend of targets relating to profit before tax (70% of the bonus opportunity) and cash flow 
(30% of the bonus opportunity). In addition, a health and safety adjustment underpin is applied which, if not achieved, could reduce 
the bonus pay-out.
The profit before tax and cash flow bonus targets and achievements were as follows:
£m
Threshold
Target
Maximum
Actual
Achievement 
(% of max)
Adjusted profit before tax
19.0
20.0
21.5
18.61
0%
Adjusted cash generated from operations
45.7
48.1
51.7
49.12
82%
1	 Adjusted profit before tax for the year ended 31 December 2024 of £20.0 million, less a pro forma adjustment of £1.4 million, being an estimated on-target bonus 
charge for the profit element of the Annual Bonus Plan that would be payable for that level of outturn.
2	 Cash generated from operations of £47.2 million plus cash paid in respect of non-underlying items of £1.9 million (see Note 7 to the Consolidated Financial Statements).
In order to reflect the level of stretch within the targets, the Committee determined that a pay-out of 75% of base salary would be 
appropriate for an on-target performance for 2024.
Whilst reported adjusted profit before tax of £20.0 million is in line with the target, including a pro forma on-target charge for the profit 
element of the Annual Bonus Plan for all scheme participants would reduce this result by c.£1.4 million, taking it below threshold level. 
The Committee, therefore, determined that no bonus is payable in connection with the profit element of the plan. 
Performance against the cash flow element of the Annual Bonus Plan resulted in an achievement of 102% of the cash flow target set 
for that element. 
The health and safety underpin was also considered satisfied. 
After the appropriate weightings are applied, the performance outturns achieved would ordinarily provide for an overall pay-out of 25%  
of salary being awarded to the Executive Directors representing a cash value of £107k to Darren Waters and £77k to Michael Scott. 
However, the Committee elected to exercise its discretion to scale back the payment to reflect its assessment of the broader 
performance context. The Committee approved a fixed payment of £15k to each of the Executive Directors, consistent with the 
approach taken for determining other payments under the scheme this year.

Strategic Report
Corporate Governance
Financial Statements
Eurocell plc  Annual Report and Accounts 2024
105
Eurocell plc  Annual Report and Accounts 2024
104
DIRECTORS’ REMUNERATION REPORT CONTINUED
PSP awards vesting in respect of 2024 (audited)
The PSP values included for 2024 under the long-term incentives column in the single figure table relate to awards granted in 2022, 
which vest in 2025, dependent on EPS and ROCE performance measured over the three-year period ended 31 December 2024,  
as described in the tables below.
Under the EPS element (two-thirds of the award), 25% vests where adjusted basic EPS of 21.2 pence is achieved for the year ended  
31 December 2024, increasing pro rata to full vesting where adjusted basic EPS of 22.8 pence is achieved.
Performance target
Threshold
Maximum 
Actual
Vesting % of 
element
Adjusted basic EPS
21.2p
22.8p
14.4p
0%
Under the Group ROCE element (one-third of the award), 25% vests where Group ROCE of 21.0% is achieved for the year ended  
31 December 2024, increasing pro rata to full vesting where Group ROCE of 26.0% is achieved.
Performance target
Threshold
Maximum 
Actual
Vesting % of 
element
Group ROCE1
21.0%
26.0%
16.9%
0%
1	 Adjusted operating profit for the year ended 31 December 2024, divided by average totals of opening and closing assets less trade and other payables, all measured 
on a pre-IFRS 16 basis.
As a result of performance against the targets set, PSP awards made in 2022 will lapse in full in 2025. No discretion to the formulaic 
outcome has been applied by the Committee.
PSP awards granted in 2024 (audited)
The following awards were made under the PSP in 2024:
Director
Date of grant
Basis of award 
(% salary)
Share price1
Number of 
shares
Face value 
of award2
Performance period
Darren Waters
10 April 2024
150%
132.2p
483,812
£639,599
January 2024 to December 2027
Michael Scott
10 April 2024
150%
132.2p
349,563
£462,112
January 2024 to December 2027
1	 Rounded to one decimal place for the purposes of presentation in this report.
2	 Calculated using the average share price over the three business days immediately prior to the date of grant.
The performance conditions applying to these awards comprise adjusted basic EPS for two-thirds of the award and Group ROCE for 
one-third of the award, as follows:
Adjusted basic EPS1 for the year ended 31 December 2026
Portion of award vesting
Above 20.9p
100%
Between 19.3p and 20.9p
Pro rata on straight-line between 25% and 100%
19.3p
25%
Below 19.3p
0%
Group ROCE2 for the year ended 31 December 2026
Portion of award vesting
Above 25%
100%
Between 20% and 25%
Pro rata on straight-line between 25% and 100%
20%
25%
Below 20%
0%
1	 Defined as adjusted basic earnings per share as shown in the consolidated audited accounts of the Company, excluding non-underlying items.
2	 Defined as Group adjusted operating profit divided by average totals of opening and closing assets less trade and other payables (all on a pre-IFRS 16 basis).
DSP awards granted in 2024 (audited)
No awards were made under the DSP in 2024 in respect to the 2023 annual bonus, as the bonus outcome (30% of salary) was 
below the 75% of salary threshold above which deferral applies.
Outstanding share plan awards (audited)
Details of all outstanding share awards made to Executive Directors are set out below:
Executive
Award 
type
Exercise
price
(p)
Grant date
Number of shares
Exercise period
Notes
Interest at
1 January
2024
Awards
granted
in the year
Awards
lapsed
in the year
Awards
exercised
in the year
Interest at
31 December
2024
Darren Waters
PSP
0
11/04/23
461,365
–
–
–
461,365
Apr 26 – Apr 27
3
DSP
0
11/04/23
410,447
–
–
–
410,447
Apr 25 – Apr 26
3
PSP
0
10/04/24
–
483,812
–
–
483,812
Apr 27 – Apr 28
4
SAYE
92.47,8
19/04/24
–
20,075
–
–
20,075
June 27 – Nov 27
7, 8
Michael Scott
PSP
0
22/04/21
149,731
–  (149,731)
–
–
Apr 24 – Apr 25
1
PSP
0
13/04/22
184,322
–
–
–
184,322
Apr 25 – Apr 26
2
PSP
0
11/04/23
333,345
–
–
–
333,345
Apr 26 – Apr 27
3
PSP
0
10/04/24
–
349,563
–
–
349,563
Apr 27 – Apr 28
4
DSP
0
13/04/22
28,589
–
–
–
28,589
Apr 25 – Apr 26
5
SAYE
110.8
17/04/23
16,245
–
–
–
16,245
Jun 26 – Nov 26
6
Mark Kelly
DSP
0
13/4/22
44,789
0
0
0
44,789
Apr 25 – Apr 26
5
All figures above exclude dividend equivalent shares, where applicable.
Notes:
1	 See ‘PSP Awards Vesting in Respect of 2023’ in the 2023 Directors’ Remuneration Report.
2	 See ‘PSP Awards Vesting in Respect of 2024’ section.
3	 As disclosed in the 2023 Directors’ Remuneration Report.
4	 See ‘PSP Awards Granted in 2024’ section.
5	 See ‘DSP Awards Granted in 2023’ in the 2023 Directors’ Remuneration Report.
6	 Awards granted under the Eurocell plc Save As You Earn Scheme in 2023. Awards are based on a three-year savings contract with an exercise price of 110.8 pence.
7	 Awards granted under the Eurocell plc Save As You Earn Scheme in 2024. Awards are based on a three-year savings contract with an exercise price of 92.4 pence.
8	 Representing a 20% discount to the market value of the shares at the date of grant.
During the year ended 31 December 2024, the highest mid-market price of the Company’s shares was 189.0 pence and the lowest 
mid‑market price was 111.50 pence. At 31 December 2024 the share price was 171.0 pence.
The aggregate gains by all Directors during 2024 was £Nil (2023: £434,654).

Strategic Report
Corporate Governance
Financial Statements
Eurocell plc  Annual Report and Accounts 2024
107
Eurocell plc  Annual Report and Accounts 2024
106
DIRECTORS’ REMUNERATION REPORT CONTINUED
Statement of Directors’ shareholdings and share interests (audited)
The table below details for each Director who served during 2024, the total number of Directors’ interests in shares at 31 December 2024 
and 31 December 2023:
Number of shares/options
Beneficially
owned
31 December
2023
Beneficially
owned
31 December
20241
Vested but
unexercised
awards
Unvested
DSP share 
options
Unvested
PSP share 
options2
Unvested
SAYE options
Shareholding
guideline
(% of salary)3
Shareholding
guideline
met?3
Darren Waters
42,161
42,161
–
410,447
945,177
20,075
200
No
Michael Scott
179,157
179,157
–
28,589
867,230
16,245
200
No
Derek Mapp
571,910
586,417
–
–
–
–
–
n/a
Frank Nelson
90,973
94,594
–
–
–
–
–
n/a
Kate Allum
4,417
9,533
–
–
–
–
–
n/a
Alison Littley
4,282
9,991
–
–
–
–
–
n/a
Iraj Amiri
4,928
65,599
–
–
–
–
–
n/a
Will Truman
862
5,767
–
–
–
–
–
n/a
Angela Rushforth4
–
3,305
–
–
–
–
–
n/a
1	 The beneficial shareholdings set out above include those held by Directors and their respective connected persons as at 31 December 2024 or at the date of stepping 
down from the Board if earlier (Frank Nelson and Kate Allum stepped down from the Board on 16 May 2024 and 31 July 2024 respectively).
2	 Performance-based share awards.
3	 The shareholding guideline for Executive Directors is 200% of salary. Executive Directors are required to retain at least 50% of the net of tax shares, which vest under 
the PSP and DSP until the guideline is met.
4	 Angela Rushforth joined the Board on 1 February 2024.
As previously announced, a number of the Non-executive Directors, including the Chair of the Board, entered into a share purchase 
plan for 12 months from 1 February 2023, which was subsequently extended for a further 12 months from February 2024 and will be 
renewed again in March 2025 for a further 12 months. Each participating Director has irrevocably instructed the Company to direct 
one-quarter of their net monthly fees to an appointed broker to automatically make market purchases of ordinary shares.
As a result, the number of shares beneficially owned since 31 December 2024 has changed due to planned purchases that took place 
on 10 February 2025 for Non‑executive Directors. The revised figures are as follows: Derek Mapp – 590,067 shares, Alison Littley – 
11,795 shares, Iraj Amiri – 67,055 shares, Will Truman – 7,448 shares, Angela Rushforth 4,330 shares.
Payments to past Directors (audited)
No payments to past Directors were made during the year. The pro-rated interest in the 2021 PSP retained by Mark Kelly following his 
retirement on 11 May 2023 lapsed in full in 2024, following the Committee’s confirmation that the performance conditions had not been met.
Payments for loss of office (audited)
No payments for loss of office were made during the year.
Performance graph and CEO remuneration table (unaudited)
The following graph shows the Total Shareholder Return (‘TSR’) performance of an investment of £100 in Eurocell plc’s shares from its 
listing in March 2015 to 31 December 2024, compared with a £100 investment in the FTSE SmallCap Index over the same period.  
The FTSE SmallCap Index was chosen as a comparator because it represents a broad equity market index of similar-sized companies.
Total Shareholder Return Index (unaudited)
  Eurocell plc 
  FTSE SmallCap Index
250
200
150
100
50
0
31 Dec 
2015
3 Mar 
2015
31 Dec 
2016
31 Dec 
2017
31 Dec 
2018
31 Dec 
2019
31 Dec 
2020
31 Dec 
2021
31 Dec 
2022
31 Dec 
2024
31 Dec 
2023
The table below details certain elements of the CEO’s remuneration over the same period as presented in the TSR Index graph:
Year
CEO
Single figure of
total remuneration
Annual bonus 
pay-out
against 
maximum %
Long-term incentive
vesting rates against
maximum
2024
Darren Waters
£475,613
4%
n/a
2023
Darren Waters
£411,794
30%
n/a
Mark Kelly
£245,612
30%
0%
2022
Mark Kelly
£857,090
23%
63%
2021
Mark Kelly
£879,271
100%
0%
2020
Mark Kelly
£465,945
0%
0%
2019
Mark Kelly
£673,262
49%
0%
2018
Mark Kelly
£459,294
0%
0%
2017
Mark Kelly
£916,442
40%
n/a
2016
Mark Kelly
£560,558
80%
n/a
Patrick Bateman
£284,457
33%
n/a
2015
Patrick Bateman
£637,098
87%
n/a
As the Company listed in March 2015, part of the 2015 remuneration relates to when Eurocell was a privately owned Company.

Strategic Report
Corporate Governance
Financial Statements
Eurocell plc  Annual Report and Accounts 2024
109
Eurocell plc  Annual Report and Accounts 2024
108
DIRECTORS’ REMUNERATION REPORT CONTINUED
Annual change in remuneration of each Director compared to employees (unaudited)
The table below presents the year-on-year percentage change in remuneration for each Director who served in 2024 and for all  
Group employees:
% change from 2023 to 2024
% change from 2022 to 2023
% change from 2021 to 2022
% change from 2020 to 20217
% change from 2019 to 2020
Salary/fee 
increase/
decrease
%
Annual 
bonus 
increase/
decrease
%
Taxable 
benefits 
increase/
decrease
%
Salary/fee 
increase/
decrease
%
Annual  
bonus 
increase/
decrease
%
Taxable 
benefits 
increase/
decrease
%
Salary/fee 
increase/
decrease
%
Annual  
bonus 
increase/
decrease 
%
Taxable 
benefits 
increase/
decrease
%
Salary/fee 
increase/
decrease
%
Annual  
bonus 
increase/
decrease
%
Taxable 
benefits 
increase/
decrease
%
Salary/fee 
increase/
decrease
%
Annual  
bonus 
increase/
decrease
%
Taxable 
benefits 
increase/
decrease
%
Darren Waters2
42%
(83)%
42%
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Michael Scott
5%
(83)%
6%
7%
41%
0%
6%
(76)%
25%
5%
n/a6
2%
2%
(100)%
(12)%
Derek Mapp1
4%
n/a
n/a
60%
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Frank Nelson5
(60)%
n/a
n/a
3%
n/a
n/a
25%
n/a
n/a
n/a
n/a
n/a
(3)%
n/a
n/a
Kate Allum1, 5
(36)%
n/a
n/a
133%
n/a
n/a
n/a
n/a
n/a
3%
n/a
n/a
n/a
n/a
n/a
Alison Littley1, 4
24%
n/a
n/a
146%
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Iraj Amiri1
11%
n/a
n/a
700%
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Will Truman2
63%
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Angela Rushforth3
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
All employees8
4%
(61)%
2%
5%
36%
2%
4%
(76)%
2%
6%
232%
0%
1%
(50)%
0%
1	 Directors appointed to the Board during 2022.
2	 Directors appointed to the Board during 2023.
3	 Angela Rushforth joined the Board during 2024.
4	 Increase includes additional fees for assuming Remuneration Chair and Senior Independent Director roles during 2024.
5	 Kate Allum and Frank Nelson stepped down from the Board during 2024.
6	 Percentage increase is not available due to 2020 bonuses being £nil.
7	 All Directors took a 20% reduction in salary/fees, for two months, during the first lockdown period in 2020.
8	 Group employee percentages provided for context only as a voluntary disclosure in excess of those made regarding the Parent Company.
CEO to employee pay ratio (unaudited)
The table below shows the CEO to employee pay ratio.
Year
Method
25th percentile pay ratio
Median pay ratio
75th percentile pay ratio
2024
Option B
20:1
18:1
15:1
2023
Option B
25:1
22:1
18:1
2022
Option B
37:1
31:1
24:1
2021
Option B
42:1
33:1
27:1
2020
Option B
23:1
19:1
15:1
2019
Option B
34:1
27:1
21:1
Notes to the CEO to employee pay ratio:
1	 Option B (based on the gender pay gap reporting disclosures) was preferred as this data was already prepared on a Group basis.
2	 In line with the gender pay gap reporting regulations, pay for the 25th percentile, median and 75th percentile employees was calculated with reference to 5 April for 
each financial year.
3	 The ratios shown are representative of the FTE 25th percentile, median and 75th percentile pay for employees within the Group at the gender pay gap reference date 
of 5 April 2024.
4	 FTE equivalent pay has been calculated using the gender pay gap reporting methodology.
5	 For 2023, the total of salary, benefits, pension, bonus and long-term incentives, being the single figure of total remuneration, for both Chief Executives who served 
during the year combined, was used.

Strategic Report
Corporate Governance
Financial Statements
Eurocell plc  Annual Report and Accounts 2024
111
Eurocell plc  Annual Report and Accounts 2024
110
DIRECTORS’ REMUNERATION REPORT CONTINUED
This is our first reporting year for our new CEO Darren Waters and comparison between this year and that of the most recent reporting 
cycle in 2023 are restricted as combined data for both Chief Executive Officer’s was used in the last report. We recognise that we see a 
narrowing CEO pay ratio across each quartile, but note this is partly driven by Darren’s early tenure meaning performance share awards 
have not yet had time to reach vesting.
The total pay and benefits and the salary component of total pay and benefits for the employee at each of the 25th percentile,  
the median and the 75th percentile are shown below:
Salary 
£000
Total pay and benefits 
£000
25th percentile
Median
75th percentile
25th percentile
Median
75th percentile
2024
27
31
37
28
32
38
Based on the salary profile of the Group’s UK employees, the median pay ratio is consistent with the pay, reward and progression 
policies of the Group as a whole.
Relative importance of spend on pay (unaudited)
The table below details the change in total employee pay between 2023 and 2024 as detailed in Note 8 of the Financial Statements, 
compared with distributions to shareholders by way of dividend, share buybacks or any other significant distributions or as detailed  
in Note 26 of the Financial Statements.
% change
2024 
£m
2023
£m
Total gross employee pay
5%
89.2
85.2
Dividends/share buybacks
98%
20.4
10.3
The average number of employees during the year was 2,067 (2023: 2,101).
Statement of voting at the Annual General Meeting (unaudited) 
The following table shows the results of the binding Remuneration Policy vote at the 2022 AGM and the advisory Directors’ 
Remuneration Report (excluding the policy part) vote at the 2024 AGM.
Approval of the Directors’ Remuneration Policy
Annual Report on Remuneration
Total number of votes
% of votes cast
Total number of votes
% of votes cast
For (including discretionary)
97,411,403
100%
89,764,798
100%
Against
–
0%
999
0%
Votes withheld
–
–
–
–
Implementation of policy for 2025 (unaudited)
Base salaries
Current base salaries are as follows: £426,400 per annum for Darren Waters and £308,082 per annum for Michael Scott. With effect 
from 1 April 2025, these salaries will be increased by 2% to £434,928 and £314,244 respectively. The salary increase is in line with that 
of the wider workforce and the resulting salaries remain below the median for FTSE companies of comparable size and complexity.
Pensions
A defined contribution/salary supplement of 5% of salary, which is aligned to the wider workforce, is offered to Darren Waters  
and Michael Scott.
Benefits
Details of the benefits received by Executive Directors are set out in Note 1 to the Single Total Figure Table on page 102. There is no 
intention to introduce additional benefits in 2025.
Annual bonus
As explained earlier in this report, subject to shareholder approval of the proposed policy at the 2025 AGM, the maximum annual 
bonus opportunity for the Chief Executive Officer will be increased to 150% of salary for 2025. The annual bonus opportunity for the 
Chief Financial Officer remains unchanged at 100% of salary. The annual bonus will be payable based on performance against the 
following blend of financial and non-financial measures: adjusted EPS (50%), adjusted operating cash flow (20%), ROCE (20%) and 
strategic objectives (10%).
Performance targets for each element of the bonus scorecard have been set in light of internal and external forecasts and will require 
outperformance of budget (and expectations in relation to strategic objectives) to generate higher levels of pay-out. In addition,  
a health and safety adjustment underpin will continue to apply which, if not achieved, could reduce the bonus pay-out. 
Given the competitive nature of the Company’s sector, the specific performance targets for 2025 are considered to be commercially 
sensitive and, accordingly, are not disclosed at this time, although the targets will be disclosed in next year’s report in relation to the 
2025 bonus outturn.
Subject to shareholder approval of the proposed policy, 50% of any bonus earned will be deferred into shares for three years, unless the 
Executive Director meets their shareholding guideline at the time any bonus is to be paid, in which case the bonus will be paid in cash.
Long-term incentives
As disclosed on page 91, and again subject to shareholder approval of the proposed policy, PSP awards are expected to be made in 
June 2025 to Michael Scott and Darren Waters at 600% and 800% of salary respectively. No further annual PSP awards are expected 
to be made to Darren Waters and Michael Scott until 2029.
The following scorecard will apply to the 2025 PSP awards, with measures and targets aligned directly to the Group’s stated strategic 
ambition, and performance measured over the four-year period to 31 December 2028:
Measure
Weighting
Threshold
(25% vesting)
Stretch
(100% vesting)
Revenue
25%
£450m
£500m
Adjusted operating profit margin
25%
8.9%
10.0%
Adjusted operating profit
50%
£40.0m
£50.0m
Vesting for performance between threshold and stretch will be calculated pro rata on a straight-line sliding scale. Performance outcomes 
below threshold will result in 0% vesting for that element.
Chair and Non-executive Directors’ fees
In line with the wider workforce, the fee for the Chair will be increased by 2% from £156,000 per annum to £159,120 per annum  
and the base fees for Non-executive Directors will be increased by 2% from £52,000 per annum to £53,040 per annum with effect from 
1 April 2025.
Similarly, additional fees for the Committee Chairs, where applicable, and the Senior Independent Director will be increased by 2% 
from £10,400 per annum to £10,608 per annum with effect from 1 April 2025.
On behalf of the Board
Alison Littley
Chair of the Remuneration Committee
19 March 2025

Strategic Report
Corporate Governance
Financial Statements
Eurocell plc  Annual Report and Accounts 2024
Eurocell plc  Annual Report and Accounts 2024
112
113
The Directors present their audited consolidated financial statements for the year ended 31 December 2024. Eurocell plc (the ‘Company’) 
is a company incorporated and domiciled in the UK, with registration number 08654028, and is the holding company of the Eurocell 
Group of companies (the ‘Group’). All of the Group’s activities are within the United Kingdom, with the exception of two overseas 
branches in the Republic of Ireland.
The shares of the Company have been traded on the main market of the London Stock Exchange throughout the year ended  
31 December 2024.
The Directors’ Report includes the Corporate Governance Statement set out on pages 68 to 76.
The Directors’ Report and Strategic Report comprise the ‘Management Report’ for the purpose of the Financial Conduct Authority’s 
Disclosure Guidance and Transparency Rules (DTR 4.1.8R).
The Directors of the Company, and their biographical details, are listed on pages 64 to 65 and were all in place on the date this 
Directors’ Report was approved. Changes to the Directors during the year, and up to the date of this report, are set out below:
Director
Position
Service in the year and up to date of report approval
Current Directors:
Derek Mapp
Chair
Served throughout
Darren Waters
Chief Executive
Served throughout
Michael Scott
Chief Financial Officer
Served throughout
Alison Littley
Independent Non-executive Director
Served throughout
Iraj Amiri
Independent Non-executive Director
Served throughout
Will Truman
Independent Non-executive Director
Served throughout 
Angela Rushforth
Independent Non-executive Director
Appointed 1 February 2024
Former Directors:
Frank Nelson
Senior Independent Non-executive Director
Served up to 16 May 2024
Kate Allum
Independent Non-executive Director
Served up to 31 July 2024
Strategic Report
As permitted by section 414C of the Companies Act 2006, certain information required to be included in the Directors’ Report has 
been included in the Strategic Report, which is set out on pages 01 to 63. Specifically, this relates to information on the Group’s 
strategy, business model, likely future developments and risk management.
UK Corporate Governance Code 
(the ‘Code’)
For the year ended 31 December 2024, 
the Board is reporting under the 2018 
Code. Further information is set out in 
the Strategic Report on pages 01 to 63 
which examines the ‘purpose’ aspect 
of the 2018 Code and in the Corporate 
Governance Statement on pages 68 to 76, 
which describes the Company’s approach 
and practices in relation to the 2018 Code. 
The page numbers cited are incorporated 
herein by reference.
Results
Our Financial Statements for the year 
ended 31 December 2024 are set out 
on pages 126 to 172. The Financial 
Statements should be read in conjunction 
with the Chief Executive’s Report, 
Divisional Reviews and the Chief Financial 
Officer’s Report.
Dividends
The Board is recommending a final 
dividend of 3.9 pence (2023: 3.5 pence) 
per share for 2024 which, together with 
the interim dividend of 2.2 pence (2023: 
2.0 pence) per share, makes a combined 
dividend of 6.1 pence (2023: 5.5 pence) 
per share.
Payment of the final dividend, if approved 
at the Annual General Meeting (‘AGM’), will 
be made on 23 May 2025 to shareholders 
registered at the close of business on  
25 April 2025. The ex-dividend date will be 
24 April 2025.
Dividends paid in the year to 31 December 
2024 and disclosed in the Consolidated 
Cash Flow Statement of £6.1 million 
(2023: £10.3 million), is comprised of 
the 2023 final dividend of 3.5 pence per 
share, which was paid in May 2024, and 
the 2024 interim dividend of 2.2 pence per 
share, which was paid in October 2024.
Tax governance
Our tax policy is set out below. It is 
determined by the Board and overseen 
by the Audit and Risk Committee. 
The Board reviews the policy, and our 
compliance with it, on an annual basis. 
It was last reviewed in December 2024. 
Operational responsibility for the execution 
of the Group’s tax policy rests with the 
Chief Financial Officer, who reports the 
Group’s tax position to the Audit and Risk 
Committee on a regular basis.
Tax policy
We are committed to compliance with tax 
law and practice in the UK and Ireland. 
Compliance for us means paying the 
amount of tax we are legally obliged to 
pay and doing so in the right place, at the 
right time. It involves disclosing all relevant 
facts and circumstances to the UK and 
Irish tax authorities in ways that reflect the 
economic reality of the transactions we 
undertake and claiming appropriate reliefs 
and incentives where available.
DIRECTORS’ REPORT
Risk management of tax affairs
The level of risk that we accept in relation 
to UK tax is consistent with our overall 
objective of achieving certainty in the 
Group’s tax affairs. At all times, we seek 
to comply fully with our regulatory and 
other obligations, and to act in a way that 
upholds our core values and reputation as 
a responsible corporate citizen. We see 
compliance with tax legislation as key to 
managing tax risk, and understand the 
importance of tax in the wider context of 
business decisions.
Processes have been put in place to 
ensure tax is considered as part of our 
overall decision-making processes, with tax 
risks managed by local finance teams and 
escalated through to appropriate levels of 
management and, ultimately, to the Board 
when necessary.
Tax planning
In structuring our commercial activities, 
we will always consider – among other 
factors – the relevant tax laws. We believe 
that it is fair to mitigate tax using generally 
available reliefs in the spirit in which they 
are intended. However, any tax planning 
that we undertake will have commercial 
and economic substance and we will not 
use aggressive tax planning or enter into 
complicated tax avoidance schemes.
Although for commercial reasons, we 
may trade with customers and suppliers 
genuinely located in countries considered 
to be tax havens, we will not use such 
jurisdictions for the purpose of avoiding 
tax, nor will we seek to take advantage 
of the secrecy afforded to transactions 
recorded in these jurisdictions.
Engaging with HMRC 
We aim to have a good working 
relationship with HMRC. We will engage 
with honesty and integrity, and in a spirit 
of cooperative compliance. We will make 
all returns and pay tax on a timely basis, 
across all types of tax.
Share capital
Details of our capital structure, including 
movements in issued share capital during 
the year, are shown in Note 25 to the 
Financial Statements. We have one class 
of ordinary shares, which carries no fixed 
income. Each share carries the right to one 
vote at our general meetings. The ordinary 
shares are listed on the Official List and 
traded on the London Stock Exchange.
As at 31 December 2024, there were 
103,150,173 (2023: 112,095,184) ordinary 
shares of 0.1 pence each in nominal value 
in issue (the ‘issued share capital’) of which 
1,342,000 shares are held in treasury and 
the Company’s employee share trusts  
held 13,786 shares. Details of the shares 
issued in the year are shown in Note 25  
to the Consolidated Financial Statements. 
No securities were issued in connection 
with a rights issue during the period.
As at 31 December 2024, the Company 
had purchased 10,287,011 ordinary shares 
under the share buyback programme 
launched on 23 January 2024 and as 
extended on 16 May 2024 and  
4 September 2024. The nominal value of 
each of the shares purchased was £0.001 
for a total consideration of £14.3 million. 
1,342,000 shares repurchased had been 
transferred into treasury to satisfy employee 
share awards, whilst all other shares that 
were repurchased have/will be cancelled. 
The purpose of the programme was to 
reduce the share capital of the Company. 
Subsequent to year-end, and up to 
14 February 2025, a further 405,868 
ordinary shares have been purchased  
for cancellation for consideration of  
£0.6 million. These post year end 
transactions were also completed with  
the purpose of reducing the share capital  
of the Company.
Holders of ordinary shares are entitled 
to receive dividends when declared, to 
receive the Company’s Annual Report,  
to attend and speak at general meetings  
of the Company, to appoint proxies and  
to exercise voting rights.
While the Board has the power under the 
Articles of Association to refuse to register 
a transfer of shares, there are no such 
restrictions on the transfer of shares in place.
Under the Company’s Articles of 
Association, the Directors have the power 
to suspend voting rights and the right to 
receive dividends in respect of shares in 
circumstances where the holder of those 
shares fails to comply with a notice issued 
under section 793 of the Companies Act 
2006. The Company is not aware of any 
agreements between shareholders that 
may result in restrictions on the transfer  
of securities or voting rights.
Share schemes
The Company operates a number  
of share schemes.
Long-Term Incentive Plans payable to 
executives and senior managers are 
operated under our Performance Share 
Plan (‘PSP’). Executive Directors may 
have a proportion of their annual bonus 
deferred for up to three years under  
our Deferred Share Plan (‘DSP’).  
The Company also operates Save As  
You Earn (or ‘Sharesave’) schemes,  
which are available to all employees.
All shares issued under these plans carry 
the same rights as those already in issue.
During the period, shares with a nominal 
value of £Nil were allotted under  
all-employee schemes as permitted under 
Section 549 of the Companies Act 2006.
Related party transactions
Other than in respect of arrangements set 
out in Note 30 to the Financial Statements 
and in relation to the employment of 
Directors, details of which are provided 
in the Remuneration Committee Report 
on pages 90 to 111, there is no material 
indebtedness owed to, or by, us to any 
colleague or any other person or entity 
considered to be a related party. Internal 
controls are in place to ensure that 
any related party transactions involving 
Directors or their connected persons are 
carried out on an arm’s-length basis and 
are properly recorded.

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Financial Statements
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115
The Takeover Directive
The rights and obligations attached to 
the issued share capital are set out in the 
Articles of Association (see below).
There are no agreements in place between 
the Company, its employees or Directors 
for compensation for loss of office or 
employment that trigger as a result of a 
takeover bid.
Articles of Association
The Company’s Articles of Association 
can only be amended by special 
resolution of the shareholders. Our current 
articles are available on our website at: 
investors.eurocell.co.uk.
The Company’s Articles of Association 
give powers to the Board to appoint 
Directors. All Board members are 
required to retire and submit themselves 
for re‑election by shareholders at each 
Annual General Meeting.
The Board of Directors may exercise all 
the powers of the Company, subject to 
the provisions of relevant legislation, the 
Company’s Articles of Association and 
any directions given by the Company 
in general meetings. The powers of the 
Directors include those in relation to the 
issue and buyback of shares.
Directors’ retirement by rotation
In accordance with above and in line with 
the Code, all Directors in office will retire 
and offer themselves for election/ 
re-election at the 2025 AGM.
The Articles of Association provide that a 
Director may be appointed by an ordinary 
resolution of shareholders or by existing 
Directors, either to fill a vacancy or as an 
additional Director.
The Executive Directors serve under 
contracts that are terminable with  
12 months’ notice from the Company 
and 12 months’ notice from the 
Executive Director. The Non-executive 
Directors serve under letters of 
appointment and do not have service 
contracts with the Company.
Copies of the service contracts of the 
Executive Directors and the letters 
of appointment of the Non-executive 
Directors are available for inspection at the 
Company’s registered office during normal 
business hours and will be available for 
inspection at the Company’s AGM.
There are no specific Company rules in 
relation to the appointment/replacement 
of Directors and all such matters are 
managed by the Board in accordance with 
the Articles of Association, the Companies 
Act 2006 and any directions given by 
special resolution.
Directors’ interests
Details of Directors’ remuneration, interests 
in the share capital (or derivatives or other 
financial instruments relating to those 
shares) of the Company and of their  
share-based payment awards are 
contained in the Remuneration Committee 
Report on page 106. 
Directors’ indemnities
Pursuant to the Articles of Association,  
the Company has executed a deed  
poll of indemnity for the benefit of the 
Directors of the Company, and persons 
who were Directors of the Company, 
in respect of costs of defending claims 
against them and third-party liabilities. 
These provisions, deemed to be qualifying 
third-party indemnity provisions pursuant 
to section 234 of the Companies Act 
2006, were in force during the year ended 
31 December 2024 and remain in force. 
The indemnity provision in the Company’s 
Articles of Association also extends to 
provide a limited indemnity in respect of 
liabilities incurred as a director, secretary  
or officer of an associated company of  
the Company.
A copy of the deed poll of indemnity is 
available for inspection at the Company’s 
registered office during normal business 
hours and will be available for inspection  
at the Company’s AGM.
DIRECTORS’ REPORT CONTINUED
Substantial shareholders
The Company’s major shareholders, with a shareholding above 3%, as at 31 December 2024 and subsequent changes up 
to 17 March 20251, were as follows:
Shareholder
At 31 December 2024
Changes since 31 December 20242
No. of Shares
% of voting rights
No. of Shares
% of voting rights
Aberforth Partners
24,795,409
24.4%
24,895,409
24.6%
JO Hambro Capital Management
11,533,291
11.3%
11,721,259
11.6%
Huntington Management 
7,750,775
7.6%
–
–
Chelverton Asset Management
6,412,295
6.3%
6,312,295
6.2%
Soros Fund Management 
5,602,726
5.5%
5,494,351
5.4%
ACR Alpine Capital Research
5,300,660
5.2%
5,340,660
5.3%
Allianz Global Investors
3,641,634
3.6%
3,156,772
3.1%
Bank of New York
3,495,889
3.4%
4,179,479
4.1%
1	 Being the latest practicable date prior to the date of this report.
2	 Changes notified to the Company pursuant to Chapter 5 of the Disclosure Guidance and Transparency Rules between 31 December 2024 and 17 March 20251.
Conflicts of interest
Under the Companies Act 2006, Directors 
must avoid situations where they have, or 
could have, a direct or indirect interest that 
conflicts or possibly may conflict with the 
Company’s interests. As permitted by the 
Act, the Company’s Articles of Association 
enable Directors to authorise actual or 
potential conflicts of interest.
The Board has a formal system in place 
for Directors to declare conflicts to be 
considered for authorisation by those 
Directors who have no interest in the 
matter being considered. In deciding 
whether to authorise a conflict, the  
non-conflicted Directors are required 
to act in the way they consider would 
be most likely to promote the success 
of the Company for the benefit of all 
shareholders, and they may impose limits 
or conditions when giving authorisation, 
or subsequently, if they think this is 
appropriate. The Board believes that  
the systems it has in place for reporting 
and considering conflicts continue to 
operate effectively.
Legal and regulatory compliance
The executive team is responsible for 
identifying and carrying out assessments of 
those areas of the business where material 
legal and regulatory risks may be present. 
Where issues are identified, mitigating 
actions are built into an action plan 
involving the drafting and communication 
of policies and the delivery of training where 
appropriate, or are approached by way of 
a revision to key contractual terms. The 
Board receives regular reports on material 
litigation and the legal action taken to 
support our strategy.
Health and safety
We are committed to providing a safe 
place for colleagues to work. Our policies 
are reviewed on an ongoing basis to 
ensure that the approach to training,  
risk assessment, safe systems of working  
and accident management is appropriate.
As part of this process, a rolling audit 
programme is in place to ensure that 
health, safety, environmental and security 
risks are assessed stringently and that 
robust control measures are in place to 
limit or mitigate risk as appropriate.
Events after the balance sheet date
In March 2025 the Group completed the 
acquisition of Alunet for consideration  
of £29 million on a debt/cash-free basis, 
comprising an initial payment of £22 
million and deferred consideration of 
approximately £7 million payable in four 
annual instalments beginning in 2026. 
Additional contingent consideration 
of up to £6m may become payable, 
subject to an earnout mechanism, in four 
annual instalments beginning in 2026, 
based upon the EBITDA of Alunet in the 
preceding calendar year. The maximum  
of £6 million, if achieved, would result in  
a total consideration of £35 million.
Approximately £1 million of the initial 
consideration is in the form of ordinary 
shares in Eurocell plc and satisfied out of 
shares held in treasury, with the remainder 
payable in cash, funded from the Group’s 
existing £75 million revolving credit facility.
Also, on 19 March 2025, the Group 
approved a further share buyback 
programme of up to £5 million, 
to begin immediately.
Other matters
Employee disclosure (including 
equality, diversity and disabled 
employees)
See Sustainability Report on pages 22 
to 39.
Employee engagement statement
See Corporate Governance Statement  
on pages 67 to 76.
Statement on engagement with 
suppliers, customers and others 
in a business relationship with 
the Company
See Corporate Governance Statement 
on pages 67 to 76.
Financial risk management
See Note 3 of the Financial Statements.
Research and development
The Group undertakes research 
and development work in support 
of its objectives.
Payments to suppliers
It is Group policy to abide by the payment 
terms agreed with suppliers, provided that 
the supplier has performed its obligations 
under the contract.
Political donations
In accordance with the Group’s policy, 
no political donations were made, and 
no political expenditure was incurred 
(2023: £nil). The Company will, however, 
as a precautionary measure to avoid 
inadvertent breach of the law, seek 
shareholder authority at its 2025 AGM to 
make limited donations or incur limited 
political expenditure, although it has no 
intention of using the authority.
Greenhouse gas emissions and 
energy use
See Sustainability Report on pages 22 
and 39.
Disclosure of information to 
auditors
See the Directors’ confirmations on 
page 116.
Disclosures required by Listing 
Rule 9.8.4R
There were no waivers of dividends during 
the year, which were greater than 1% of 
the total value of the dividend paid. There 
are no other disclosures to be made under 
the above listing rule.
By order of the Board
Vicky Williams
Group Company Secretary
19 March 2025

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Financial Statements
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The Directors are responsible for preparing 
the Annual Report and Accounts 2024 and 
the Financial Statements in accordance 
with applicable law and regulation.
Company law requires the Directors to 
prepare Financial Statements for each 
financial year. Under that law, the Directors 
have prepared the Group Financial 
Statements in accordance with UK-adopted 
international accounting standards and 
the Company Financial Statements 
in accordance with United Kingdom 
Generally Accepted Accounting Practice 
(United Kingdom Accounting Standards, 
comprising FRS 101 ‘Reduced Disclosure 
Framework’, and applicable law).
Under company law, 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 the profit or loss of 
the Group for that period. In preparing the 
Financial Statements, the Directors are 
required to:
•	 Select suitable accounting policies and 
then apply them consistently
•	 State whether applicable UK-adopted 
international accounting standards have 
been followed for the Group Financial 
Statements and United Kingdom 
Accounting Standards, comprising 
FRS 101 have been followed for the 
Company Financial Statements, subject 
to any material departures disclosed and 
explained in the Financial Statements
•	 Make judgements and accounting 
estimates that are reasonable 
and prudent
•	 Prepare the Financial Statements on 
the going concern basis unless it is 
inappropriate to presume that the Group 
and Company will continue in business.
The Directors are responsible for 
safeguarding the assets of the Group and 
Company and hence for taking reasonable 
steps for the prevention and detection of 
fraud and other irregularities.
The Directors are also responsible for 
keeping adequate accounting records 
that are sufficient to show and explain the 
Group’s and Company’s transactions and 
disclose with reasonable accuracy at any 
time the financial position of the Group and 
Company and enable them to ensure that 
the Financial Statements and the Directors’ 
Remuneration Report comply with the 
Companies Act 2006.
The Directors are responsible for the 
maintenance and integrity of the Company’s 
website. Legislation in the United 
Kingdom governing the preparation and 
dissemination of financial statements may 
differ from legislation in other jurisdictions.
Directors’ confirmations
The Directors consider that the Annual 
Report and Accounts for 2024, taken 
as a whole, are fair, balanced and 
understandable and provide the information 
necessary for shareholders to assess the 
Group’s and Company’s position and 
performance, business model and strategy.
Each of the Directors, whose names and 
functions are listed in the Directors’ Report 
confirm that, to the best of their knowledge:
•	 The Group Financial Statements, which 
have been prepared in accordance with 
UK-adopted international accounting 
standards, give a true and fair view of 
the assets, liabilities, financial position 
and profit of the Group
•	 The Company Financial Statements, 
which have been prepared in 
accordance with United Kingdom 
Accounting Standards, comprising FRS 
101, give a true and fair view of the 
assets, liabilities and financial position  
of the Company
•	 The Strategic Report includes a fair review 
of the development and performance 
of the business and the position of the 
Group and Company, together with a 
description of the principal risks and 
uncertainties that it faces.
In the case of each Director in office at the 
date the Directors’ Report is approved:
•	 So far as the Director is aware, there is 
no relevant audit information of which 
the Group’s and Company’s auditors  
are unaware
•	 They have taken all the steps that they 
ought to have taken as a Director in 
order to make themselves aware of any 
relevant audit information and to establish 
that the Group’s and Company’s auditors 
are aware of that information.
The Directors’ Responsibility Statement was 
approved by the Board on 19 March 2025.
Darren Waters
Chief Executive
Michael Scott
Chief Financial Officer
STATEMENT OF DIRECTORS’ RESPONSIBILITIES

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Financial Statements
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INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF EUROCELL PLC
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS
OPINION
In our opinion:
•	 Eurocell plc’s group financial statements and company financial 
statements (the “financial statements”) give a true and fair view 
of the state of the group’s and of the company’s affairs as at  
31 December 2024 and of the group’s profit and the group’s 
cash flows for the year then ended;
•	 the group financial statements have been properly prepared 
in accordance with UK-adopted international accounting 
standards as applied in accordance with the provisions of  
the Companies Act 2006;
•	 the company financial statements have been properly prepared 
in accordance with United Kingdom Generally Accepted 
Accounting Practice (United Kingdom Accounting Standards, 
including FRS 101 “Reduced Disclosure Framework”, and 
applicable law); and
•	 the financial statements have been prepared in accordance 
with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the 
Annual Report and Accounts 2024 (the “Annual Report”), which 
comprise: the Consolidated Statement of Financial Position and 
the Company Statement of Financial Position as at 31 December 
2024; the Consolidated Statement of Comprehensive Income, 
the Consolidated Cash Flow Statement, the Consolidated 
Statement of Changes in Equity and the Company Statement 
of Changes in Equity for the year then ended; and the notes to 
the financial statements, comprising material accounting policy 
information and other explanatory information.
Our opinion is consistent with our reporting to the Audit and  
Risk Committee.
BASIS FOR OPINION
We conducted our audit in accordance with International 
Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. 
Our responsibilities under ISAs (UK) are further described in the 
Auditors’ responsibilities for the audit of the financial statements 
section of our report. We believe that the audit evidence we  
have obtained is sufficient and appropriate to provide a basis  
for our opinion.
Independence
We remained independent of the group in accordance with the 
ethical requirements that are relevant to our audit of the financial 
statements in the UK, which includes the FRC’s Ethical Standard, 
as applicable to listed public interest entities, and we have  
fulfilled our other ethical responsibilities in accordance with  
these requirements.
To the best of our knowledge and belief, we declare that  
non-audit services prohibited by the FRC’s Ethical Standard  
were not provided.
Other than those disclosed in note 5, we have provided no  
non-audit services to the company or its controlled undertakings  
in the period under audit.
OUR AUDIT APPROACH
Overview
Audit scope
•	 We defined a component as a company or division with its 
own financial data. Our scoping process involved a top-down 
risk assessment at the group financial statement level to 
determine whether components were significant due to risk 
or size. Components deemed significant underwent further 
audit procedures. In this assessment, two components were 
identified as significant due to risk or size, and one component 
was identified as requiring a full scope audit. There were three 
non-significant components, and one component was deemed 
inconsequential. We determined whether any additional work 
was necessary, the scope of this work, and assessed the risks 
of material misstatement appropriately.
•	 For components that were non-significant, we considered 
whether, in our judgement, any further audit procedures needed 
to be performed. Additional audit procedures were conducted 
on specific Financial Statement Line Items (FSLIs) if they 
significantly contributed to the consolidated FSLI and exceeded 
group performance materiality. For FSLIs where no further 
testing was conducted, we assessed whether the risk of material 
misstatement was reduced to an acceptably low level and 
whether our coverage of group significant FSLIs was sufficient 
and appropriate. Adequate coverage was maintained for the 
reported consolidated revenues and the consolidated underlying 
profit before taxation on an absolute basis. For all other non 
significant balances and components, disaggregated analytical 
review procedures were performed relative to group materiality.
•	 Work on the consolidation was considered separately to the 
component scoping exercise and performed to group materiality.
•	 All work was performed by the group audit team
Key audit matters
•	 Trade receivables provisions (group)
•	 Inventory provisioning (group)
•	 Impairment of intercompany investments and intercompany 
receivables (parent)
Materiality
•	 Overall group materiality: £1,000,000 (2023: £760,000) based 
on 5% of underlying profit before taxation.
•	 Overall company materiality: £647,000 (2023: £481,000) based 
on 1% of total assets.
•	 Performance materiality: £750,000 (2023: £570,000) (group) 
and £485,250 (2023: £360,000) (company).
The scope of our audit
As part of designing our audit, we determined materiality  
and assessed the risks of material misstatement in the  
financial statements.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional 
judgement, were of most significance in the audit of the financial 
statements of the current period and include the most significant 
assessed risks of material misstatement (whether or not due to fraud) 
identified by the auditors, including those which had the greatest 
effect on: the overall audit strategy; the allocation of resources 
in the audit; and directing the efforts of the engagement team. 
These matters, and any comments we make on the results of our 
procedures thereon, were addressed in the context of our audit 
of the financial statements as a whole, and in forming our opinion 
thereon, and we do not provide a separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
Inventory labour and overhead absorption (group), which was a key audit matter last year, is no longer included because of the risk 
being deemed to be lower with no significant estimation and judgement, as standard costs have been reviewed by management  
and updated in the prior period. Otherwise, the key audit matters below are consistent with last year.
Key audit matter
How our audit addressed the key audit matter
Trade receivables provisions (group)
Refer to Note 1 (Accounting Policies), Note 2 (Critical 
Accounting Estimates and Judgements) and Note 19 (Trade 
and other receivables). The Group had gross trade receivables 
against which provisions were held in accordance with IFRS 9.  
We focused on this area, and specifically the valuation 
assertion, because the Directors’ assessment of the provisions 
required in respect of trade receivables included subjective 
estimates. These estimates, such as the appropriate level of 
provisions to apply to aged debt, remain a risk in the current 
year due to the uncertain market conditions ongoing into FY25.
We understood the Directors’ methodology for calculating trade 
receivables provisions across the Group and considered if these 
complied with IFRS 9. Audit procedures performed included: 
•	 We evaluated the design and implementation of key controls 
around the trade receivables provisioning process; 
•	 We reviewed the accuracy of past management estimates via 
look-back tests and movements in the provisions year on year;
•	 We confirmed that the amounts included in the IFRS 9 model 
agreed back to the underlying ledgers as at 31 December 2024; 
•	 We tested the accuracy of the calculations in the model; 
•	 We tested the ageing of amounts due at the balance sheet date 
to verify the data had been analysed correctly, and recalculated 
actual debtors days for transactions cleared against debtor 
balances in the year; and 
•	 We considered the results of our other audit procedures over trade 
receivables (for example review of post year end payments made 
by customers) for inconsistencies with the IFRS 9 models. 
We identified no material exceptions from the procedures noted 
above. Based on the results of our audit work we concluded that 
the provisions recorded were materially accurate, calculated in line 
with the requirements of IFRS 9.
Inventory provisioning (group) 
Refer to Note 1 (Accounting Policies) and Note 18 (Inventories). 
We focused on this area because the Directors’ assessment of 
the recoverability of inventory involved subjective judgements. 
Specifically, the determination of inventory provisions for slow 
moving, obsolete and discontinued line items, reflecting the level 
of inventory held across the branch network and manufactured 
goods at the year end, requires the exercise of estimation.
Our audit procedures over the impairment of inventory consisted of: 
•	 We evaluated the design and implementation of key controls 
around the inventory provisioning process; 
•	 We understood the Directors’ methodology for calculating 
inventory provisions; 
•	 We reviewed the accuracy of past management estimates via 
look-back tests and movements in the provisions year on year; 
•	 Where inventory provisions were based upon historical sales 
data, we tested the underlying report to validate the data on 
which management’s calculations were based;
•	 We tested the overlay data used as input for determining the 
inventory provision;
•	 We evaluated the Directors’ assumptions over usage and 
validated historic usage which is then used to forecast future 
sales rates; 
•	 We attended physical inventory counts, conducted by 
management, to highlight any increased areas of concern, 
regarding excess / unused stock held at either the branches  
we visited or the manufacturing sites; 
•	 We performed sensitivity analysis on key variables within the 
obsolete inventory provision to assess reliance of the model  
on a particular variable; and 
•	 Where specific impairments were made, outside of the standard 
impairment reviews, we challenged management of the 
completeness and appropriateness of these additional amounts. 
Based on the results of our audit work, we concluded that provisions 
recorded were materially accurate and calculated in line with the 
requirements of IAS 2.

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Corporate Governance
Financial Statements
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INDEPENDENT AUDITORS’ REPORT  
CONTINUED
Key audit matter
How our audit addressed the key audit matter
Impairment of intercompany investments and intercompany 
receivables (parent) 
Refer to Note 34 (Accounting Policies), Note 37 (Investments) 
and Note 38 (Trade and other receivables). The company 
has investments in subsidiary companies and intercompany 
receivables. Material impairment to these could result in 
implications for future dividends.
We obtained management’s impairment assessment regarding the 
investment’s carrying value and management’s IFRS 9 expected 
credit loss model in respect of the intercompany receivables.  
The recoverability of the investment’s carrying value was based 
upon the same underlying data noted in other group calculations 
such as the going concern assessment and goodwill impairment 
model. We also noted that the market capitalisation of the group 
as at 31 December 2024 was significantly in excess of the parent 
company’s total assets. We considered the IFRS 9 model and 
noted that a significant change in the key assumption (being the 
expected loss rate of 0.1%) would be required prior to a material 
impairment being noted. The amounts owed to the company were 
ultimately due from profitable subsidiaries, with sufficient net assets. 
We tested the integrity of the models and the validity of the key data 
inputs. No exceptions were noted in the performance of the above 
procedures. We therefore concluded that the investments and 
intercompany receivables were accounted for in line with IFRS 9 
and IAS 36, with appropriate disclosures being made.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed 
enough work to be able to give an opinion on the financial 
statements as a whole, taking into account the structure of the 
group and the company, the accounting processes and controls, 
and the industry in which they operate.
The business is managed as two primary divisions:
•	 Eurocell Building Plastics, focusing on sales and distribution 
across over 200 branches within the UK and 2 in Ireland to 
generally smaller scale customers; and
•	 Eurocell Profiles, focusing on manufacture and distribution 
to large-scale customers. This division includes the trading 
subsidiaries Eurocell Profiles Limited, Vista Panels Limited,  
and Ecoplas Limited.
Other than Vista Panels Limited, which has its own finance team, 
all finance and operational management functions are located at 
the Alfreton headquarters. Therefore all audit work, including work 
on components, was completed by a single group audit team.
For the purposes of our audit of the group we considered 
components to be operations where there was discrete financial 
data maintained by management, including a separate trial 
balance. For the consolidated audit of Eurocell plc this related 
to the individual subsidiary companies; Eurocell Building Plastics 
Limited, with Eurocell Profiles Limited the statutory entity, being 
seen as two components (excluding S&S Plastics a division within 
Eurocell Profiles Limited but this component is inconsequential).
A component was included within our full scope audit 
procedures, if it was considered to be significant due to size 
or risk. There were two components (Eurocell Profiles Limited, 
excluding the S&S plastics division and Eurocell Building Plastics 
Limited) which we considered significant due to risk or size.  
We then considered the entities which did not meet the 
significance due to risk or size criteria and in our judgement 
designated Eurocell plc company as a component where we 
would perform a full scope audit.
We assessed the remaining five components to determine the 
necessity of additional audit procedures. For components with 
individual Financial Statement Line Items (FSLIs) that significantly 
impacted the consolidated FSLI and exceeded the group 
performance materiality, we included them in our audit scope. 
We also evaluated FSLIs that were several times the materiality 
threshold. Through professional judgement, we decided whether 
these balances warranted inclusion in the full audit scope. 
Consequently, FSLIs from three of the remaining components 
were selected for large balance testing, while one entity was 
deemed inconsequential. Adequate coverage was maintained 
over the consolidated revenues and the consolidated underlying 
profit before taxation, measured on an absolute basis. For all 
other balances and non significant components not selected 
for detailed testing, we employed analytical review procedures 
relative to group materiality.
There were no specific components or areas included within  
our group audit scope due to specific risk factors.
Work was performed over the consolidation adjustments 
separately to the above scoping of components, due to the 
relative simplicity of the group and the nature of the consolidation 
(performed by the head office finance function with mainly UK 
operations). This was performed using group materiality.
For the Eurocell plc company audit the only material transactions 
and balances related to the intercompany investments (including 
amounts owed by subsidiary companies), the debt held by the 
Company, the related operating expenses and tax charges, and 
the share based payment charge. These were all included in the 
scope of our audit and tested using the company materiality by 
the group audit team.
The impact of climate risk on our audit
As part of our audit we made enquiries of management to 
understand the process management adopted to assess the 
extent of the potential impact of climate risk on the Group’s 
financial statements and support the disclosures made within  
the Task Force on Climate-related Financial Disclosures (‘TCFD’).
In addition to enquiries with management, we also: 
•	 Read the governance processes in place to assess climate 
risk; and 
•	 Read additional reporting made by the entity on climate 
including its sustainability section of the financial statements.
Management previously made a commitment to reduce the 
emissions and energy use and a target to be net zero by 2045, 
and in the current year they have added an interim target to be 
met by 2034. Management has published a Net Zero transition 
plan, detailing their pathway to achieving these target dates. 
They have aligned these targets to the ‘Science Based Targets 
initiative’ framework. The pathway includes updated objectives 
for some of their ESG KPIs (e.g. greenhouse gas emissions 
and energy use) in line with their overall Net Zero goal. These 
commitments do not directly impact any financial results at this 
stage as the impact of the net zero plan is expected to be in the 
medium to longer term.
The key areas of the financial statements where management 
evaluated that climate risk has a potentially significant impact are 
the disclosures and assessments relating to intangible assets and 
impairment particularly of goodwill. 
Using our knowledge of the business we evaluated  
management’s risk assessment, its estimates and resulting 
disclosures where significant.
To respond to the audit risks identified in these areas we tailored 
our audit approach. In particular, we:
•	 Challenged management on how the impact of climate 
commitments made by the Group would impact the 
assumptions within the discounted cash flows prepared by 
management that are used in the Group’s impairment analysis, 
•	 Challenged whether the impact of climate risk in the 
Directors’ assessments and disclosures of going concern and 
viability were consistent with management’s climate impact 
assessment, and;
•	 Where appropriate, performed independent sensitivity analysis  
to determine to what extent reasonably possible changes in 
these assumptions could result in material changes to the 
impairment headroom and assessed the appropriateness of 
the associated disclosures.
We also considered the consistency of the disclosures in relation 
to climate change (including the disclosures in the Task Force on 
Climate-related Financial Disclosures (TCFD) section) within the 
Annual Report with the financial statements and our knowledge 
obtained from our audit.
Our procedures did not identify any material impact in the context 
of our audit of the financial statements as a whole, or our key 
audit matters for the year ended 31 December 2024.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality.  
These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent  
of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, 
both individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
 
Financial statements – group
Financial statements – company
Overall materiality
£1,000,000 (2023: £760,000).
£647,000 (2023: £481,000).
How we determined it
5% of underlying profit before taxation
1% of total assets
Rationale for benchmark applied
We believe that underlying profit before 
tax is the key measure used by the 
shareholders in assessing the performance 
of the group, and is a generally accepted 
auditing benchmark. In 2024 underlying 
profit before tax is £6.2m higher than 
reported profit before tax.
We believe that total assets is the primary 
measure used by the shareholders in assessing 
the financial position of the entity, and is a 
generally accepted auditing benchmark.
For each component in the scope of our group audit, we allocated a materiality that is less than our overall group materiality.  
The range of materiality allocated across components was between £330,000 and £940,000. Certain components were audited  
to a local statutory audit materiality that was also less than our overall group materiality.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and 
undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope  
of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example  
in determining sample sizes. Our performance materiality was 75% (2023: 75%) of overall materiality, amounting to £750,000  
(2023: £570,000) for the group financial statements and £485,250 (2023: £360,000) for the company financial statements.

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Corporate Governance
Financial Statements
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Eurocell plc  Annual Report and Accounts 2024
122
123
INDEPENDENT AUDITORS’ REPORT  
CONTINUED
In determining the performance materiality, we considered a 
number of factors – the history of misstatements, risk assessment 
and aggregation risk and the effectiveness of controls – and 
concluded that an amount at the upper end of our normal range 
was appropriate.
We agreed with the Audit and Risk Committee that we would report 
to them misstatements identified during our audit above £50,000 
(group audit) (2023: £38,000) and £30,900 (company audit)  
(2023: £24,000) as well as misstatements below those amounts 
that, in our view, warranted reporting for qualitative reasons.
CONCLUSIONS RELATING TO GOING CONCERN
Our evaluation of the directors’ assessment of the group’s and 
the company’s ability to continue to adopt the going concern 
basis of accounting included:
•	 Discussions with management and those charged with 
governance regarding the future plans and cash flow projections 
for the group. This included discussions around the forecast 
cash requirements and sufficiency of available facilities to deal 
with a severe but plausible downside to these projections;
•	 We obtained management’s analysis and cash flow model.  
We checked the integrity of the model, that the base 
projections reconciled to the approved budgets and were 
consistent with our work in other areas, for example the 
projections used in the impairment reviews;
•	 We considered the accuracy of management’s forecasting in 
prior years by comparing actual to forecast EBITDA in the past 
seven years (i.e the period for which the senior management 
team has remained materially unchanged);
•	 We recalculated management’s assessment of the impact of 
three downside scenarios (reduction in sales, increase in resin 
prices and a combination of these factors) on the forecast 
compliance with financial covenants and sufficiency of facilities/
available cash;
•	 We considered the reported headroom on facilities at each 
month end for the review period;
•	 We have performed our own sensitivities to ascertain the levels 
of underperformance in each scenario required to breach the 
covenant facilities;
•	 We reviewed the debt facilities to ascertain if management 
had correctly factored in financial covenants to their model, 
including whether covenants were appropriately calculated  
at each measurement point and expected to be met during  
the assessment period (i.e. until 31 December 2027);
•	 We confirmed management’s calculations of compliance  
with the covenants during 2024;
•	 We critically assessed the disclosures in relation to going 
concern compared to the evidence obtained above, our 
understanding of the group and the various requirements 
detailed within Company Law, the Listing Rules and  
accounting standards; and
•	 For the Eurocell plc company going concern assessment  
we reviewed management’s analysis of the company cash 
flows, checked for consistency with the consolidated model 
(including the mathematical accuracy of the model), reviewed 
the committed cash outflows compared to the available funds 
(being cash reserves and forecast dividend receipts from 
subsidiaries), considered the sufficiency of management’s 
assessment of head room and critically assessed the 
disclosures in note 34.
Based on the work we have performed, we have not identified 
any material uncertainties relating to events or conditions that, 
individually or collectively, may cast significant doubt on the 
group’s and the company’s ability to continue as a going concern 
for a period of at least twelve months from when the financial 
statements are authorised for issue.
In auditing the financial statements, we have concluded that the 
directors’ use of the going concern basis of accounting in the 
preparation of the financial statements is appropriate.
However, because not all future events or conditions can be 
predicted, this conclusion is not a guarantee as to the group’s 
and the company’s ability to continue as a going concern.
In relation to the directors’ reporting on how they have applied 
the UK Corporate Governance Code, we have nothing material to 
add or draw attention to in relation to the directors’ statement in 
the financial statements about whether the directors considered  
it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with 
respect to going concern are described in the relevant sections  
of this report.
REPORTING ON OTHER INFORMATION
The other information comprises all of the information in the 
Annual Report other than the financial statements and our 
auditors’ report thereon. The directors are responsible for the 
other information. Our opinion on the financial statements does  
not cover the other information and, accordingly, we do not 
express an audit opinion or, except to the extent otherwise 
explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our 
responsibility is to read the other information and, in doing so, 
consider whether the other information is materially inconsistent 
with the financial statements or our knowledge obtained in 
the audit, or otherwise appears to be materially misstated. 
If we identify an apparent material inconsistency or material 
misstatement, we are required to perform procedures to 
conclude whether there is a material misstatement of the financial 
statements or a material misstatement of the other information.  
If, based on the work we have performed, we conclude that 
there is a material misstatement of this other information, we are 
required to report that fact. We have nothing to report based on 
these responsibilities.
With respect to the Strategic report and Directors’ Report,  
we also considered whether the disclosures required by the  
UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the 
Companies Act 2006 requires us also to report certain opinions 
and matters as described below.
Strategic report and Directors’ Report
In our opinion, based on the work undertaken in the course of the 
audit, the information given in the Strategic report and Directors’ 
Report for the year ended 31 December 2024 is consistent with 
the financial statements and has been prepared in accordance 
with applicable legal requirements.
In light of the knowledge and understanding of the group and 
company and their environment obtained in the course of the 
audit, we did not identify any material misstatements in the 
Strategic report and Directors’ Report.
Directors’ Remuneration
In our opinion, the part of the Directors’ Remuneration Report  
to be audited has been properly prepared in accordance with  
the Companies Act 2006.
CORPORATE GOVERNANCE STATEMENT
The Listing Rules require us to review the directors’ statements 
in relation to going concern, longer-term viability and that part of 
the corporate governance statement relating to the company’s 
compliance with the provisions of the UK Corporate Governance 
Code specified for our review. Our additional responsibilities 
with respect to the corporate governance statement as other 
information are described in the Reporting on other information 
section of this report.
Based on the work undertaken as part of our audit, we have 
concluded that each of the following elements of the corporate 
governance statement is materially consistent with the financial 
statements and our knowledge obtained during the audit, and  
we have nothing material to add or draw attention to in relation to:
•	 The directors’ confirmation that they have carried out a robust 
assessment of the emerging and principal risks;
•	 The disclosures in the Annual Report that describe those 
principal risks, what procedures are in place to identify 
emerging risks and an explanation of how these are being 
managed or mitigated;
•	 The directors’ statement in the financial statements about 
whether they considered it appropriate to adopt the going 
concern basis of accounting in preparing them, and their 
identification of any material uncertainties to the group’s  
and company’s ability to continue to do so over a period  
of at least twelve months from the date of approval of the 
financial statements;
•	 The directors’ explanation as to their assessment of the group’s 
and company’s prospects, the period this assessment covers 
and why the period is appropriate; and
•	 The directors’ statement as to whether they have a reasonable 
expectation that the company will be able to continue in 
operation and meet its liabilities as they fall due over the period 
of its assessment, including any related disclosures drawing 
attention to any necessary qualifications or assumptions.
Our review of the directors’ statement regarding the longer-
term viability of the group and company was substantially less 
in scope than an audit and only consisted of making inquiries 
and considering the directors’ process supporting their 
statement; checking that the statement is in alignment with the 
relevant provisions of the UK Corporate Governance Code; and 
considering whether the statement is consistent with the financial 
statements and our knowledge and understanding of the group 
and company and their environment obtained in the course of  
the audit.
In addition, based on the work undertaken as part of our audit, 
we have concluded that each of the following elements of the 
corporate governance statement is materially consistent with  
the financial statements and our knowledge obtained during  
the audit:
•	 The directors’ statement that they consider the Annual Report, 
taken as a whole, is fair, balanced and understandable, and 
provides the information necessary for the members to assess 
the group’s and company’s position, performance, business 
model and strategy;
•	 The section of the Annual Report that describes the review  
of effectiveness of risk management and internal control  
systems; and
•	 The section of the Annual Report describing the work of the 
Audit and Risk Committee.
We have nothing to report in respect of our responsibility to 
report when the directors’ statement relating to the company’s 
compliance with the Code does not properly disclose a departure 
from a relevant provision of the Code specified under the Listing 
Rules for review by the auditors.
RESPONSIBILITIES FOR THE FINANCIAL 
STATEMENTS AND THE AUDIT
Responsibilities of the directors for the financial 
statements
As explained more fully in the Statement of Directors’ 
Responsibilities, the directors are responsible for the preparation 
of the financial statements in accordance with the applicable 
framework and for being satisfied that they give a true and fair 
view. The directors are also 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.
In preparing the financial statements, the directors are 
responsible for assessing the group’s and the company’s ability 
to continue as a going concern, disclosing, as applicable, matters 
related to going concern and using the going concern basis of 
accounting unless the directors either intend to liquidate the 
group or the company or to cease operations, or have no realistic 
alternative but to do so.

Strategic Report
Corporate Governance
Financial Statements
Eurocell plc  Annual Report and Accounts 2024
Eurocell plc  Annual Report and Accounts 2024
124
125
INDEPENDENT AUDITORS’ REPORT  
CONTINUED
Auditors’ responsibilities for the audit of the 
financial statements
Our objectives are to obtain reasonable assurance about whether 
the financial statements as a whole are free from material 
misstatement, whether due to fraud or error, and to issue an 
auditors’ report that includes our opinion. Reasonable assurance 
is a high level of assurance, but is not a guarantee that an audit 
conducted in accordance with ISAs (UK) will always detect a 
material misstatement when it exists. Misstatements can arise 
from fraud or error and are considered material if, individually or  
in the aggregate, they could reasonably be expected to influence 
the economic decisions of users taken on the basis of these 
financial statements.
Irregularities, including fraud, are instances of non-compliance 
with laws and regulations. We design procedures in line with our 
responsibilities, outlined above, to detect material misstatements 
in respect of irregularities, including fraud. The extent to which our 
procedures are capable of detecting irregularities, including fraud, 
is detailed below.
Based on our understanding of the group and industry, we 
identified that the principal risks of non-compliance with laws and 
regulations related to UK employment laws and regulations, and 
we considered the extent to which non-compliance might have a 
material effect on the financial statements. 
We also considered those laws and regulations that have a direct 
impact on the financial statements such as UK tax legislation and the 
Companies Act 2006. We evaluated management’s incentives and 
opportunities for fraudulent manipulation of the financial statements 
(including the risk of override of controls), and determined that the 
principal risks were related to posting inappropriate journal entries 
to revenue, assets and management bias in accounting estimates 
and judgemental areas of the financial statements. 
Audit procedures performed by the engagement team included:
•	 Enquiry of management and those charged with governance 
around actual and potential frauds, litigations or claims against 
or by the company;
•	 Reviewing financial statement disclosures and testing 
supporting documentation to assess compliance with 
applicable laws and regulations;
•	 Auditing the risk of management override of controls, through 
testing journal entries (using our data analysis tools to confirm 
completeness of data) by adopting a risk based approach 
based on a detailed fraud assessment, testing significant 
accounting estimates (as defined in the notes to the financial 
statements) because of the risk of potential management bias, 
and evaluating the business rationale and accounting for any 
significant or unusual transactions outside the normal course  
of business;
•	 Auditing the risk of fraud in revenue recognition by using our 
data analysis tools to identify unusual credits to revenue for 
further investigation;
•	 Performing unpredictable audit procedures, which are changed 
year on year;
•	 Understanding of management’s internal controls designed  
to prevent and detect irregularities; and
•	 Reviewing minutes of meetings of the Board of Directors.
There are inherent limitations in the audit procedures described 
above. We are less likely to become aware of instances  
of non-compliance with laws and regulations that are not  
closely related to events and transactions reflected in the  
financial statements. Also, the risk of not detecting a material 
misstatement due to fraud is higher than the risk of not 
detecting one resulting from error, as fraud may involve 
deliberate concealment by, for example, forgery or intentional 
misrepresentations, or through collusion.
Our audit testing might include testing complete populations 
of certain transactions and balances, possibly using data 
auditing techniques. However, it typically involves selecting a 
limited number of items for testing, rather than testing complete 
populations. We will often seek to target particular items for 
testing based on their size or risk characteristics. In other cases, 
we will use audit sampling to enable us to draw a conclusion 
about the population from which the sample is selected.
A further description of our responsibilities for the audit of the 
financial statements is located on the FRC’s website at:  
www.frc.org.uk/auditorsresponsibilities. This description forms  
part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and 
only for the company’s members as a body in accordance with 
Chapter 3 of Part 16 of the Companies Act 2006 and for no other 
purpose. We do not, in giving these opinions, accept or assume 
responsibility for any other purpose or to any other person to 
whom this report is shown or into whose hands it may come 
save where expressly agreed by our prior consent in writing.
OTHER REQUIRED REPORTING
COMPANIES ACT 2006 EXCEPTION REPORTING
Under the Companies Act 2006 we are required to report  
to you if, in our opinion:
•	 we have not obtained all the information and explanations  
we require for our audit; or
•	 adequate accounting records have not been kept by the 
company, or returns adequate for our audit have not been 
received from branches not visited by us; or
•	 certain disclosures of directors’ remuneration specified by law 
are not made; or
•	 the company financial statements and the part of the Directors’ 
Remuneration Report to be audited are not in agreement with 
the accounting records and returns.
We have no exceptions to report arising from this responsibility.
APPOINTMENT
We were appointed by the members on 29 April 2015 to audit  
the financial statements for the year ended 31 December 2015  
and subsequent financial periods. The period of total 
uninterrupted engagement is 10 years, covering the years  
ended 31 December 2015 to 31 December 2024.
OTHER MATTER
The company is required by the Financial Conduct Authority 
Disclosure Guidance and Transparency Rules to include these 
financial statements in an annual financial report prepared under 
the structured digital format required by DTR 4.1.15R – 4.1.18R 
and filed on the National Storage Mechanism of the Financial 
Conduct Authority. This auditors’ report provides no assurance 
over whether the structured digital format annual financial report 
has been prepared in accordance with those requirements.
Christopher Hibbs (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP 
Chartered Accountants and Statutory Auditors 
Birmingham
19 March 2025

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Corporate Governance
Financial Statements
Eurocell plc  Annual Report and Accounts 2024
127
Eurocell plc  Annual Report and Accounts 2024
126
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2024
Year ended 31 December 2024
Year ended 31 December 2023
Note
Underlying
£m
Non-underlying1
£m
Total 
£m
Underlying 
£m
Non-underlying1
£m
Total 
£m
Revenue
4, 9
357.9
–
357.9
364.5
–
364.5
Cost of sales
(169.6)
–
(169.6)
(190.7)
–
(190.7)
Gross profit
188.3
–
188.3
173.8
–
173.8
Distribution costs
(25.7)
–
(25.7)
(25.3)
(0.1)
(25.4)
Administrative expenses
(139.8)
(6.2)
(146.0)
(130.5)
(3.4)
(133.9)
Other income2
–
–
–
0.4
–
0.4
Operating profit
9
22.8
(6.2)
16.6
18.4
(3.5)
14.9
Finance expense
10
(2.8)
–
(2.8)
(3.2)
–
(3.2)
Profit before tax
9
20.0
(6.2)
13.8
15.2
(3.5)
11.7
Taxation
11
(4.6)
1.3
(3.3)
(2.9)
0.8
(2.1)
Profit for the year and total 
comprehensive income
15.4
(4.9)
10.5
12.3
(2.7)
9.6
Basic earnings per share
12
14.4p
9.8p
11.0p
8.6p
Diluted earnings per share
12
14.3p
9.7p
11.0p
8.6p
1	 Non-underlying items are detailed in Note 7. The Group’s policy regarding the recognition of non-underlying items is outlined on page 131.
2	 Other income in 2023 relates to amounts received under the Group’s Cyber Insurance Policy, net of excess paid, in respect of business interruption to the Group’s 
continuing trading activities as a result of a cyber incident in July and August 2022.
The Notes on pages 130 to 163 are an integral part of these Consolidated Financial Statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2024
Note
2024
£m
2023
£m
Assets
Non-current assets
Property, plant and equipment
14
60.5
59.9
Right-of-use assets
15
54.3
55.1
Intangible assets
16
14.6
15.8
Total non-current assets
129.4
130.8
Current assets
Inventories
18
47.2
46.7
Trade and other receivables
19
45.8
45.3
Corporation tax
1.0
0.6
Cash and cash equivalents
0.4
0.4
Total current assets
94.4
93.0
Total assets
223.8
223.8
Liabilities
Current liabilities
Trade and other payables
21
(45.2)
(41.6)
Lease liabilities
22
(12.5)
(12.9)
Bank overdrafts
(3.0)
–
Provisions
23
(0.4)
(0.2)
Total current liabilities
(61.1)
(54.7)
Non-current liabilities
Borrowings
20
(0.5)
–
Lease liabilities
22
(46.9)
(45.7)
Provisions
23
(1.3)
(1.1)
Deferred tax
24
(8.6)
(8.0)
Total non-current liabilities
(57.3)
(54.8)
Total liabilities
(118.4)
(109.5)
Net assets
105.4
114.3
Equity attributable to equity holders of the parent
Share capital
25
0.1
0.1
Share premium account
25
22.2
22.2
Treasury shares
25
(2.0)
(0.1)
Share-based payment reserve
26
2.3
0.9
Share buyback reserve
25
–
–
Retained earnings
82.8
91.2
Total equity
105.4
114.3
The Financial Statements on pages 126 to 163 were approved and authorised for issue by the Board of Directors on 19 March 2025 
and were signed on its behalf by:
Darren Waters	
Michael Scott
Chief Executive	
Chief Financial Officer

Strategic Report
Corporate Governance
Financial Statements
Eurocell plc  Annual Report and Accounts 2024
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Eurocell plc  Annual Report and Accounts 2024
128
CONSOLIDATED CASH FLOW STATEMENT
For the year ended 31 December 2024
Note
Year ended
31 December
2024
£m
Year ended
31 December
2023
£m
Cash generated from operations
31
47.2
54.2
Income taxes paid
(3.0)
(1.4)
Net cash generated from operating activities
44.2
52.8
Investing activities
Purchase of property, plant and equipment
(10.2)
(9.0)
Purchase of intangible assets
(0.1)
(0.1)
Net cash flow arising on sale of business2
–
0.8
Net cash used in investing activities
(10.3)
(8.3)
Financing activities
Purchase of own shares held as treasury shares
25
(1.9)
(0.7)
Share buyback
25
(12.6)
–
Exercise of share options
(0.1)
–
Proceeds/(repayment) of bank and other borrowings
1.0
(21.0)
Bank borrowings arrangement costs
–
(0.2)
Principal elements of lease payments
(14.4)
(13.8)
Finance elements of lease payments
(2.1)
(1.8)
Finance expense paid
(0.7)
(1.4)
Dividends paid to equity Shareholders
13
(6.1)
(10.3)
Net cash used in financing activities
(36.9)
(49.2)
Net decrease in cash and cash equivalents1
(3.0)
(4.7)
Cash and cash equivalents1 at beginning of year
32
0.4
5.1
Cash and cash equivalents1 at end of year
32
(2.6)
0.4
1	 Cash and cash equivalents includes bank overdrafts.
2	 Cash flows arising on sale of Security Hardware in 2022.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2024
Note
Share
capital
£m
Share
premium
account
£m
Treasury 
shares
£m
Share-based
payment
reserve
£m
Share
buyback
reserve
£m
Retained
earnings
£m
Total
equity
£m
Balance at 1 January 2024
0.1
22.2
(0.1)
0.9
–
91.2
114.3
Comprehensive income for the year
Profit for the year
–
–
–
–
–
10.5
10.5
Total comprehensive income for the year
–
–
–
–
–
10.5
10.5
Contributions by and distributions  
to owners
Exercise of share options
25, 26
–
–
–
(0.1)
–
(0.2)
(0.3)
Share-based payments
26
–
–
–
1.5
–
–
1.5
Purchase of own shares
25
–
–
(1.9)
–
(12.4)
(0.2)
(14.5)
Cancellation of shares
25
–
–
–
–
12.4
(12.4)
–
Dividends paid
13
–
–
–
–
–
(6.1)
(6.1)
Total transactions with owners 
recognised directly in equity
–
–
(1.9)
1.4
–
(18.9)
(19.4)
Balance at 31 December 2024
0.1
22.2
(2.0)
2.3
–
82.8
105.4
Note
Share
capital
£m
Share
premium
account
£m
Treasury 
shares
£m
Share-based
payment
reserve
£m
Share
buyback
reserve
£m
Retained
earnings
£m
Total
equity
£m
Balance at 1 January 2023
0.1
22.2
–
0.9
–
91.7
114.9
Comprehensive income for the year
Profit for the year
–
–
–
–
–
9.6
9.6
Total comprehensive income for the year
–
–
–
–
–
9.6
9.6
Contributions by and distributions to owners
Exercise of share options
25, 26
–
–
0.6
(0.8)
–
0.2
–
Share-based payments
26
–
–
–
0.8
–
–
0.8
Purchase of own shares
25
–
–
(0.7)
–
–
–
(0.7)
Dividends paid
13
–
–
–
–
–
(10.3)
(10.3)
Total transactions with owners recognised 
directly in equity
–
–
(0.1)
–
–
(10.1)
(10.2)
Balance at 31 December 2023
0.1
22.2
(0.1)
0.9
–
91.2
114.3

Strategic Report
Corporate Governance
Financial Statements
Eurocell plc  Annual Report and Accounts 2024
Eurocell plc  Annual Report and Accounts 2024
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131
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2024
1  ACCOUNTING POLICIES (GROUP) 
Corporate information
Eurocell plc (the ‘Company’) and its subsidiaries (together the ‘Group’) is a publicly listed company incorporated and domiciled in 
England, United Kingdom. The registered office is located in England at the following address: Eurocell Head Office and Distribution 
Centre, High View Road, South Normanton, Alfreton, Derbyshire, DE55 2DT.
The Group is principally engaged in the extrusion and supply of PVC window and building products to the new and replacement 
window market and the sale of building materials across the UK.
Basis of preparation
The principal accounting policies adopted in the preparation of the Financial Statements are set out below. The policies have been 
consistently applied to all years presented, unless otherwise stated.
The Group has adequate resources to continue in operational existence for the foreseeable future and, as a result of this, the going 
concern basis has been adopted in preparing the Financial Statements (see below).
The Group Financial Statements have been prepared in accordance with UK-adopted International Accounting Standards and with 
the requirements of the Companies Act 2006 as applicable to companies reporting under those standards.
The Financial Statements have been prepared under the historical cost convention, as modified by fair values in respect of acquisition 
accounting. The functional currency is Sterling, and the Financial Statements are presented in millions, unless otherwise stated.
The preparation of the Group Financial Statements requires the use of certain critical accounting estimates. It also requires 
management to exercise judgement in applying the Group’s accounting policies. The areas involving a higher degree of judgement  
or complexity, or areas where assumptions and estimates are significant to the Financial Statements, are disclosed in Note 2.
Basis of consolidation
The Consolidated Financial Statements comprise the Financial Statements of the Company and its subsidiaries at 31 December 2024 
and present the results as if they formed a single entity. Where the Company has power, either directly or indirectly, to govern the 
financial and operating policies of another entity or business so as to obtain benefits from its activities, it is classified as a subsidiary. 
Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtained control, and continue to be 
consolidated until the date when such control ceases. Intercompany transactions and balances, unrealised gains and losses resulting 
from intra-Group transactions and dividends are eliminated in full. 
The Group’s functional currency is Sterling. The vast majority of the Group’s revenues are denominated in Sterling, and as a result  
the consolidation of non-UK revenues has minimal foreign exchange impact.
The Consolidated Financial Statements incorporate the results of business combinations using the purchase method. In the 
Consolidated Statement of Financial Position, the acquiree’s identifiable assets, liabilities and contingent liabilities are initially 
recognised at their fair values at the acquisition date.
All dormant subsidiaries prepare and file financial statements in accordance with Section 480 of the Companies Act 2006,  
which are filed with the registrar at Companies House.
Going concern
The Group funds its activities through a £75 million Revolving Credit Facility, provided by Barclays, NatWest and Bank of Ireland, 
which matures in May 2027. The facility includes two key financial covenants, which are tested at 30 June and 31 December each 
year on a pre-IFRS 16 basis. These are that net debt should not exceed three times adjusted EBITDA (Leverage), and that adjusted 
EBITDA should be at least four times the interest charge on the debt (Interest Cover). Adjusted EBITDA is defined as operating profit 
before depreciation, amortisation and non-underlying items. See alternative performance measures on page 136.
No covenants were breached during the year ended 31 December 2024. For the next measurement period, being 30 June 2025,  
and going forward, the Group expects to comply with its covenants.
In assessing going concern, the Directors have considered financial projections for the period to December 2026, which is consistent 
with the Board’s strategic planning horizon and reflects a period of at least 12 months from the date of approval of these Financial 
Statements. These forecasts have been compiled based on the best estimates of the Group’s commercial and operational teams. 
This includes a severe but plausible ’Downside’ scenario, which reflects demand for the Group’s products being severely weakened.
In all scenarios tested, including sensitivities reducing sales forecasts to 10% below management’s estimates for the period 2025-
26, key raw material prices increasing by 33% over that period and both scenarios combined. The Group operates with significant 
headroom on its RCF facility and remains compliant with its original covenants. 
After reviewing the Group’s projected financial performance and financing arrangements, the Directors consider that the Group  
has adequate resources to continue operating and that it is therefore appropriate to continue to adopt the going concern basis  
in preparing these Financial Statements.
Changes in accounting policies and disclosures applicable to the Company and the Group
The Group has applied the following amendments for the first time for their financial reporting period commencing 1 January 2024,  
with no material impact:
•	 Classification of Liabilities as Current or Non-current (Amendments to IAS 1)
•	 Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)
•	 Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)
•	 Non-current Liabilities with Covenants (Amendments to IAS 1).
The following new accounting standards, amendments to accounting standards and interpretations have been published that are  
not mandatory for 31 December 2024 reporting periods and have not been early adopted by the Group:
•	 Lack of Exchangeability (Amendments to IAS 21)
•	 Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and 7)
•	 IFRS 18 Presentation and Disclosure in Financial Statements
•	 IFRS 19 Subsidiaries without Public Accountability: Disclosures.
The IFRIC agenda decision on segmental reporting was issued in July 2024, the Group is currently assessing relevant material items  
of income and expense for future disclosures within the segmental disclosures. 
These standards, amendments or interpretations are not expected to have a material impact on the Group in the current or future 
reporting periods and on foreseeable future transactions.
Revenue
The Group manufactures and distributes a range of building plastic materials, along with associated ancillary products, via direct sales  
to its fabricator customers and through its branch network. Revenue is recognised when control of the products has transferred. 
Control is considered to have transferred once the customer has taken delivery of the products, or has collected them from the 
branch, has full discretion over the future use of those products, and where there is no unfulfilled obligation that could affect the 
customer’s acceptance of the products. 
Revenue is recognised when the goods are dispatched to, or collected by, the customer. Revenue is based upon the price specified  
on the customer’s invoice, which is determined with reference to a price list specific to each customer or category of customers.  
A receivable is recognised on the transfer of the products, as this is the point at which consideration is deemed to be unconditional. 
There are no variable elements to the consideration received that require estimation. No significant element of financing is present  
as sales are made with a credit term of 30 days end of month, which is consistent with market practice.
Where costs are incurred by the Group in securing a contract to supply products, those costs, (subject to a de-minimis limit),  
are recognised as customer contract assets (within trade and other receivables) in the Consolidated Statement of Financial Position.  
The balance is amortised over the period in which revenue pertaining to those costs is recognised, which in the vast majority of  
cases is four years. Reviews are performed to assess expected credit losses and balances adjusted if necessary.
Due to the fact that the Group’s customers typically collect or take delivery of products for immediate use in their intended purpose,  
the likelihood of items being returned is small. Therefore, it is highly probable that a significant reversal of revenue will not occur.  
The Group’s obligations to repair or replace faulty manufactured products under the standard warranty terms is recognised as a 
provision, see Note 23.
Non-underlying items
The Group presents some material items of income and expense as non-underlying items. This is done when, in the opinion of the 
Directors, the nature of the circumstances merit separate presentation in the Financial Statements. This includes, but is not limited to, 
costs incurred in the act of securing debt or equity funding, acquisition costs, non-recurring costs arising from business restructuring 
and expensed software-as-a-service costs incurred in the process of developing strategic IT systems (see Software on page 132).
This treatment allows users of the Financial Statements to better understand the elements of financial performance in the year,  
it facilitates comparison with prior periods, and it helps in understanding trends in financial performance. Further details are  
provided in Note 7.

Strategic Report
Corporate Governance
Financial Statements
Eurocell plc  Annual Report and Accounts 2024
Eurocell plc  Annual Report and Accounts 2024
132
133
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2024 
1  ACCOUNTING POLICIES (GROUP) CONTINUED
Business combinations and goodwill
Business combinations are accounted for using the acquisition method. The cost of acquisition is measured as the aggregate of the  
fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the acquirer,  
in exchange for control of the acquiree. Direct costs of acquisition are recognised immediately as an expense.
Goodwill is initially measured at cost, being the excess of the cost of a business combination over the fair value of the identifiable 
assets, liabilities and contingent liabilities acquired at the acquisition date. Goodwill is capitalised as an intangible asset with any 
impairment in carrying value being charged to the Consolidated Statement of Comprehensive Income. Where the fair value of 
identifiable assets, liabilities and contingent liabilities exceeds the fair value of consideration paid, the excess is credited in full to  
the Consolidated Statement of Comprehensive Income on the acquisition date.
Externally acquired intangible assets
Externally acquired intangible assets are initially recognised at cost and subsequently amortised on a straight-line basis over their 
useful economic lives.
Intangible assets are recognised on business combinations if they are separable from the acquired entity or give rise to other 
contractual/legal rights. The amounts ascribed to such intangibles are arrived at by using appropriate valuation techniques. Useful 
economic lives and the methods used to determine the cost of intangibles acquired in a business combination are as follows:
Intangible asset
Useful economic life
Valuation method
Software
5 to 10 years
Cost to acquire
Technology-based
10 to 17 years
Cost to acquire
Customer-related
5 to 10 years
Cost to acquire
Marketing-related
10 to 15 years
Cost to acquire
The amortisation charge for the year is included within administration costs, within the Consolidated Statement of Comprehensive Income.
Software
Costs associated with maintaining computer software programmes are recognised as an expense in the underlying income statement 
as they are incurred. Development costs that are directly attributable to the design and testing of identifiable and unique software 
products that are controlled by the Company are recognised as intangible assets, and amortised on a straight-line basis over their 
estimated useful lives. Any development costs that directly relate to software-as-a-service (‘SaaS’) arrangements are expensed as 
incurred unless the Company has control of the underlying SaaS software. Where expensed SaaS costs are incurred in the process of 
developing strategic IT systems, which for the avoidance of doubt comprises the Group’s new Enterprise Resource Planning and  
HR Information Systems, such costs are classified as non-underlying items as they are material in size and not part of the normal 
costs of operating the business.
Impairment of tangible assets, intangible assets, right-of-use assets and investments
Impairment tests on non-current assets are undertaken annually at the financial year-end or at any other time when an indication of 
impairment arises. 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 written down accordingly.
Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the smallest 
group of assets to which it belongs, for which there are separately identifiable cash flows – its cash-generating unit (‘CGU’). Goodwill  
is allocated on initial recognition to each of the Group’s CGUs that are expected to benefit from the synergies of the combination 
giving rise to the goodwill. Impairment is not considered at an individual branch level (‘Building Plastics: CGU’) as acquired goodwill  
is not separately identifiable on that basis.
Individual right-of-use lease property assets relating to the Group’s branch network are also tested for impairment when an indication 
of impairment arises, such as a branch becoming loss-making. In considering individual branch performance, central overheads are 
allocated to each branch in proportion to sales.
Where it is considered probable that climate change will have a measurable and materially adverse impact on the future cash flows  
of a CGU or non-current asset, estimated cash flows and/or useful economic lives are reduced accordingly.
Impairment charges are included in the Consolidated Statement of Comprehensive Income, except to the extent they reverse gains 
previously recognised in Other Comprehensive Income. An impairment loss recognised for goodwill is not reversed.
Property, plant and equipment
Items of property, plant and equipment are initially recognised at cost. As well as the purchase price, cost includes directly attributable 
costs and the estimated present value of any future unavoidable costs of dismantling and removing items. The corresponding liability 
is recognised within provisions.
Freehold land is not depreciated. Assets in the course of construction are not depreciated until they are in a condition that would 
allow them to be deployed in their intended use without further changes to their condition. Depreciation is provided on all other 
items of property, plant and equipment so as to write off their cost less residual value over their expected useful economic lives. 
It is provided at the following rates:
Asset class
Depreciation policy
Freehold property
2.5% per annum straight-line
Leasehold improvements
Equal instalments over the period of the lease
Plant and machinery
Mixing plant
Between 20% and 25% per annum straight-line
Extruders
13 years based on production usage on a straight-line basis
Stillages and tooling
5 to 10 years based on production usage on a straight-line basis
Other
Between 10% and 25% per annum straight-line
Motor vehicles
Between 20% and 25% per annum straight-line
Right-of-use lease assets
Right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at, or before,  
the commencement day and any initial direct costs. They are subsequently measured at cost less accumulated depreciation  
and impairment losses. Discount rates are based on our external financing rate and then a lease-specific adjustment is applied.
Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers 
ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group expects to exercise a purchase option,  
the related right-of-use asset is depreciated over the useful life of the underlying asset. Depreciation starts at the commencement 
date of the lease. Leases are assessed for impairment based on value-in-use and impaired where this is below book value.  
Reversals of impairments can occur where assets are subsequently found to have further value-in-use.
Inventories
Inventories are initially recognised at cost, and subsequently at the lower of cost and net realisable value. Cost comprises all costs of 
purchase and conversion, and other costs incurred in bringing the inventories to their present location and condition. In determining 
the cost of raw materials, consumables and goods purchased for resale, the weighted average purchase price is used. For work in 
progress and finished goods, cost is taken as production cost, which includes a proportion of attributable overheads.
Net realisable value is based on estimated normal selling price, less further costs expected to be incurred up to completion and 
disposal. Provision is made for obsolete, slow-moving or defective items where appropriate.

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Financial Statements
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1  ACCOUNTING POLICIES (GROUP) CONTINUED
Financial assets
The Group records all of its financial assets at amortised cost and has not classified any of its financial assets at fair value through 
profit and loss or other comprehensive income. The Group’s financial assets comprise trade and other receivables and cash and  
cash equivalents in the balance sheet. These are non-derivative financial assets with fixed or determinable payments that are not 
quoted in an active market. They arise principally through the provision of goods and services to customers, but also incorporate 
other types of contractual monetary asset. They are initially recognised at fair value plus transaction costs that are directly attributable  
to their acquisition or issue and are subsequently carried at amortised cost using the effective interest rate method, less provision  
for impairment. Customer rebates are offset against receivable amounts in line with the terms of the customer agreements.
The Group applies the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance for 
trade receivables. 
Expected loss rates are derived based upon the payment profile of sales over the three-year period up to the reporting date, and the 
corresponding credit losses experienced. These rates are then adjusted to reflect current and forward-looking information on macroeconomic 
factors affecting the ability of customers to settle receivables, including GDP, the rate of unemployment, new housing starts, interest rates and 
household disposable income. Insured balances are excluded to the extent that no loss would arise in the event of default by the customer.
Where the adjusted loss rates are different from the original estimate, there is an impact on the carrying value of trade receivables and 
the amount credited or charged on a net basis to operating expenses within the Consolidated Statement of Comprehensive Income. 
While cash and cash equivalents and contract assets are also subject to the impairment requirements of IFRS 9, the identified 
impairment loss was immaterial.
Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with 
original maturities of three months or less from inception, and – for the purpose of the statement of cash flows – bank overdrafts. 
Bank overdrafts are shown within current liabilities in the balance sheet.
Financial liabilities
The Group classifies its financial liabilities as financial liabilities measured at amortised cost, which include the following items:
•	 Bank borrowings which are initially recognised at fair value net of any transaction costs directly attributable to the issue of the instrument. 
Such interest-bearing liabilities are subsequently measured at amortised cost using the effective interest rate method, which ensures 
that any interest expense over the period to repayment is at a constant rate on the balance of the liability carried in the balance sheet
•	 Trade payables and other short-term monetary liabilities, which are initially recognised at fair value and subsequently carried at 
amortised cost using the effective interest method. 
Taxation
Tax on the profit for both the current and prior periods comprises both current and deferred tax and is recognised in the Consolidated 
Statement of Comprehensive Income, except to the extent that it relates to items recognised directly in equity.
Current tax is the expected tax payable on taxable income for the year, using tax rates that have been enacted at the balance sheet 
date, and any adjustment to tax payable in respect of prior years.
The Group recognises a current tax asset in respect of relief claimed under the Patent Box when the inflow of economic benefits 
arising from that asset is virtually certain, deemed to be the submission of a claim to HM Revenue and Customs.
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the balance sheet differs from  
its tax base, except for differences arising on:
•	 the initial recognition of goodwill 
•	 the initial recognition of an asset or liability in a transaction, which is not a business combination, and at the time of the transaction 
affects neither accounting nor taxable profit 
•	 investments in subsidiaries and jointly controlled entities where the Group is able to control the timing of the reversal of the 
difference and it is probable that the difference will not reverse in the foreseeable future. 
Recognition of deferred tax assets is restricted to those instances where it is probable that future taxable profits will arise,  
against which the difference can be utilised.
The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting 
date and are expected to apply when the deferred tax liabilities/assets are settled/recovered.
Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and liabilities 
and the deferred tax assets and liabilities relate to taxes levied by the same tax authority on either:
•	 the same taxable Group company 
•	 different Group entities which intend either to settle current tax assets and liabilities on a net basis, or to realise the assets and settle 
the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to  
be settled or recovered. 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2024 
Lease liabilities
The Group leases certain properties, vehicles and material handling equipment. The Group has no leases previously classified as 
finance leases. Liabilities for leases previously classified as operating leases have been measured in accordance with IFRS 16 using  
the modified retrospective approach.
In applying IFRS 16, the Group has taken advantage of a number of practical expedients permitted by the standard:
•	 the application of a single discount rate to a portfolio of leases with reasonably similar characteristics
•	 reliance on previous assessments as to whether leases are onerous
•	 accounting for leases with a remaining term of less than 12 months as short-term leases
•	 the exclusion of initial direct costs in measuring the right-of-use asset at the date of initial application.
Leases with a remaining term of less than 12 months have been accounted for as short-term leases. Leased assets with a value  
of less than £5,000 are omitted on the basis of materiality.
The Group assesses whether a contract is or contains a lease, at inception of a contract. The Group recognises a right-of-use asset and 
a corresponding lease liability with respect to all lease agreements in which it is the lessee except for short-term leases (defined as leases 
with a lease term of 12 months or less) and leases of low-value assets (defined as leases with a value of less than £5,000). For these 
leases, the Group recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless 
another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, 
discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing 
rate. The incremental borrowing rate is calculated based upon a combination of the risk-free rate, financing and asset-specific credit 
spreads, adjusted for the term of each lease. 
Lease payments included in the measurement of the lease liability comprise fixed lease payments, less any lease incentives. The lease 
liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest 
method) and by reducing the carrying amount to reflect the lease payments made.
The principal and finance elements of lease payments are presented separately on the face of the Consolidated Cash Flow Statement 
within financing activities.
Provisions
A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past 
event, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material,  
provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments 
of the time value of money and, when appropriate, the risks specific to the liability.
The Group has recognised provisions for liabilities of uncertain timing or amount in respect of leasehold dilapidations and warranty 
claims. The provision is measured at the best estimate of the expenditure required to settle the obligation at the reporting date, 
discounted at a pre-tax rate as described above.
Dilapidations provisions represent the Directors best estimate of the cost associated with the obligation using historical costs. 
Known specific obligations relating to repairs required or structural changes made to a building are recognised as soon as the timing  
and amount of the liability can be reliably estimated. 
Warranty provisions are recognised to cover known potential warranty issues. The provision represents the Directors best estimate  
of the costs associated with these obligations.
Share capital
The Group’s ordinary shares are classified as equity instruments.
Treasury shares
Treasury shares are held by the Company and the Company’s Employee Benefit Trust for the purpose of satisfying awards under  
the Group’s various share-based payment schemes.
Shares in relation to the Employee Benefit Trust are acquired from the market and are held in treasury until such time as they are 
issued to share scheme participants. Treasury shares held by the Company are acquired through the share buyback schemes.  
Any shares not yet issued to employees at the end of the reporting period are shown as treasury shares in the Financial Statements. 
Shares issued to employees are recognised on a first-in first-out basis. Under the terms of the trust deed, the Group is required to 
provide the trust with the necessary funding for the acquisition of the shares.
Dividends
Dividends are recognised when they become legally payable. In the case of interim dividends to equity shareholders, this is when 
paid. In the case of final dividends, this is when approved by the Shareholders at the Annual General Meeting.

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Financial Statements
Eurocell plc  Annual Report and Accounts 2024
Eurocell plc  Annual Report and Accounts 2024
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1  ACCOUNTING POLICIES (GROUP) CONTINUED
Retirement benefits: defined contribution scheme
The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in 
an independently administered fund. The amount charged to the Consolidated Statement of Comprehensive Income represents the 
contributions payable to the scheme in respect of the accounting period. The Group has no obligation to pay future pension benefits.
Foreign currency
The Group’s Financial Statements are presented in Sterling. For each entity, the Group determines the functional currency, and items 
included in the Financial Statements of each entity are measured using that functional currency.
Transactions entered into by Group entities in a currency other than the currency of the primary economic environment in which they 
operate (their ‘functional currency’) are recorded at the prevailing rate when the transactions occur. Foreign currency monetary assets 
and liabilities are translated at the rates ruling at the reporting date. Exchange differences arising on the retranslation of unsettled 
monetary assets and liabilities are recognised immediately in the Consolidated Statement of Comprehensive Income.
Share-based payment transactions
The Group has applied the requirements of IFRS 2 Share-based Payment.
Equity-settled share-based payments are measured at fair value at the date of grant. The fair value is determined at the grant date using 
the Black–Scholes valuation model and equity-settled share-based payments are expensed on a straight-line basis over the vesting 
period, based upon the Company’s estimate of the shares that will eventually vest and adjusted for the effect of non-market-based 
vesting conditions.
Fair value is measured based on the value of options over shares on the date of grant and the likelihood of all or part of the option vesting.
Current tax relief is available as shares vest based on the value at the date of vesting. A deferred tax asset is recognised at grant date 
based on the number of shares expected to be issued, at the value at which they are expected to be issued, proportioned in line with 
the vesting period.
Alternative performance measures
The Group uses alternative performance measures alongside statutory measures to facilitate a better understanding of financial 
performance and comparison with prior periods, and in order to provide audited financial information, against which the Group’s bank 
covenants, which are all measured on a pre-IFRS 16 basis, can be assessed.
EBITDA is defined as operating profit before depreciation and amortisation charges. Pre-IFRS 16 EBITDA is stated inclusive of 
operating lease rentals under IAS 17 Leases. 
Adjusted EBITDA, profits and earnings per share exclude non-underlying items. Adjusted profit measures allow users of the Financial 
Statements to better understand financial performance in the year by removing certain material items of income and expense that are 
unusual due to their nature or infrequency, thus facilitating better comparison with prior periods. 
Covenants are assessed on a pre-IFRS 16 adjusted EBITDA, continuing basis. 
2024
£m
2023
£m
Operating profit
16.6
14.9
Depreciation and amortisation
25.3
24.7
EBITDA
41.9
39.6
Non-underlying items
6.2
3.5
Adjusted EBITDA
48.1
43.1
Operating lease rentals under IAS 17
(16.3)
(15.2)
Pre-IFRS 16 adjusted EBITDA
31.8
27.9
Pre-IFRS 16 total net debt/(cash) is defined as total borrowings and lease liabilities less cash and cash equivalents and deferred 
consideration, excluding the impact of leases recognised under IFRS 16 Leases. 
2024
£m
2023
£m
Total net debt
62.5
58.2
Lease liabilities
(59.4)
(58.6)
Pre-IFRS 16 net debt/(cash)
3.1
(0.4)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2024 
2  CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The Group makes certain estimates and judgements regarding the future. Estimates and judgements are continually evaluated based 
on historical experience and other factors, including expectations of future events, that are believed to be reasonable under the 
circumstances. In the future, actual experience may differ from these estimates and judgements.
Critical estimates and judgements
The estimates and judgements that have a significant risk of causing a material adjustment to the carrying amounts of assets and 
liabilities within the next financial year are discussed below.
Estimates 
Recoverability of trade receivables
The Group applies the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance for 
trade receivables. Expected loss rates are derived based upon the payment profile of sales over the three-year period up to the 
reporting date, and the corresponding credit losses experienced. These rates are then adjusted to reflect current and forward-looking 
information on macroeconomic factors affecting the ability of customers to settle receivables, including GDP, the rate of unemployment, 
new housing starts, interest rates and household disposable income.
Where the adjusted loss rates are different from the original estimate, there is an impact on the carrying value of trade receivables and  
the amount credited or charged on a net basis to operating expenses within the Consolidated Statement of Comprehensive Income. 
The key judgement is the extent to which macroeconomic factors impact upon the recoverability of trade receivables. The key 
estimate is the adjusted loss rate applied to each age category. 
If loss rates for current receivables were, on average, 750 basis points higher than current estimates, the provision for impairment 
would increase by approximately £1.0 million. Further disclosures relating to trade receivables are provided in Note 19.
Judgements
Asset impairment
The right of use asset impairment charge arises following a dispute with the landlord at a secondary warehouse in Derbyshire, where 
there was significant deterioration to the flooring. Following legal advice, the Group terminated the lease. The landlord has contested 
the termination and issued proceedings for unpaid rent. A mediation process is expected to commence shortly with potential for a 
court case to follow if this is unsuccessful. With the site not currently in condition for use and the outcome of the dispute uncertain, 
the lease asset has been impaired in full. The liability for future rentals (£3.1 million), remains on the balance sheet. The impairment 
may be reversed in future periods, or the liability released, depending on the outcome of the dispute.
3 FINANCIAL INSTRUMENTS – RISK MANAGEMENT
The Group is exposed through its operations to the following financial risks:
•	 credit risk 
•	 market risk
•	 foreign exchange risk 
•	 liquidity risk. 
In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. The Group does 
not consider there to be any significant concentration of risk. This note describes the Group’s objectives, policies and processes for 
managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented 
throughout these Financial Statements. There have been no substantive changes in the Group’s exposure to financial instrument 
risks, its objectives, policies and processes for managing those risks, or the methods used to measure them from previous periods 
unless otherwise stated in this note.
Principal financial instruments
The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows:
•	 trade and other receivables 
•	 cash and cash equivalents 
•	 deferred consideration
•	 trade and other payables
•	 bank overdrafts
•	 floating-rate bank loans
•	 lease liabilities.
The Group finances its activities using cash generated from operations and its Revolving Credit Facility. It does not use invoice 
discounting or any other financing facilities. The fair value for cash and cash equivalents is approximate to its book value.

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3  FINANCIAL INSTRUMENTS – RISK MANAGEMENT CONTINUED
Principal financial instruments continued
A summary of the financial instruments held by category is provided below:
Financial assets
2024
£m
2023
£m
Cash and cash equivalents
0.4
0.4
Trade and other receivables
35.2
35.1
Total financial assets
35.6
35.5
Financial liabilities
2024
£m
2023
£m
Trade and other payables
41.6
39.6
Lease liabilities
59.4
58.6
Bank overdrafts
3.0
–
Borrowings
1.0
–
Total financial liabilities
105.0
98.2
The analysis above does not correspond to the values reported in the Consolidated Statement of Financial Position as excluded from 
the analysis above are assets and liabilities from which no future cash flows are expected to arise, including prepayments, contract 
assets, rent-free periods on leased properties, and unamortised arrangement costs relating to the Group’s borrowings.
Impairment of financial assets
Impairments of trade receivables are outlined in Note 19. No further impairments to financial assets are considered necessary.  
The Group applies the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance for 
trade receivables.
General objectives, policies and processes
The Board has overall responsibility for the determination of the Group’s risk management objectives and policies and, whilst retaining 
ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the effective 
implementation of the objectives and policies to the Group’s finance function.
The Board receives monthly reports from the Chief Financial Officer through which it reviews the effectiveness of the processes put  
in place and the appropriateness of the objectives and policies it sets. These are then discussed at regular Board meetings.
The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Group’s 
competitiveness and flexibility. Further details regarding these policies are set out below:
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual 
obligations. The Group is mainly exposed to credit risk through its trade receivables arising from its normal commercial activities.  
It is Group policy, implemented locally, to assess the credit risk of new customers before entering into contracts.
Existing credit risks associated with trade receivables are managed in line with Group policies as discussed in the financial assets 
section of accounting policies. Credit risk also arises from cash and cash equivalents and deposits with banks and financial 
institutions. This risk is mitigated by ensuring that deposits are only made with banks and financial institutions with a good rating 
issued by an industry-recognised independent third party (e.g. Standard and Poor’s).
Further disclosures regarding financial assets are provided in Note 19.
Market risk
The Group is exposed to market risk from bank borrowings, which incur variable interest rate charges linked to base rate plus 
a margin. The Group’s objective is to manage the interest cost of the Group within the constraints of its financial covenants and 
forecasts. It does this through regular reporting and monitoring of operating cash flows, effective working capital management  
and close controls over the authorisation of capital expenditure.
If variable interest rates were 1,500 basis points higher/lower, the Group’s finance expense would increase/decrease by £200,000.
During 2024 and 2023 the Group’s borrowings, at variable rate were denominated in Sterling. Further disclosures relating to bank 
borrowings are provided in Note 20.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2024 
Foreign exchange risk
Foreign exchange risk is the risk that the fair value of a financial instrument or future cash flow will fluctuate because of changes in 
foreign exchange rates. The Group’s exposure to foreign exchange risk arises when individual Group entities enter into transactions 
denominated in a currency other than their functional currency. The Group manages its exposure to fluctuations in currency rates by 
wherever possible negotiating both purchases and sales to be denominated in Sterling. The profit or loss arising from likely changes  
in foreign exchange is not significant.
Liquidity risk
Liquidity risk arises from the Group’s management of working capital and the finance charges and principal repayments on its debt 
instruments. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due.
The Group’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. To 
achieve this aim, cash flow forecasts are prepared and updated on a regular basis to ensure that the Group has adequate headroom  
in its facilities. The Board receives monthly updates on the Group’s liquidity position and any issues are reported by exception.
At the end of the financial year, the most recent cash flow projections indicated that the Group expected to have sufficient liquid 
resources to meet its obligations under all reasonably foreseeable circumstances.
The following table sets out the contractual maturities (representing undiscounted contractual cash flows) of financial liabilities:
At 31 December 2024
Total
£m
Up to 3
months
£m
Between
3 and 12
months
£m
Between
1 and 2
years
£m
Between
2 and 5
years
£m
Over
5 years
£m
Trade and other payables
43.5
43.5
–
–
–
–
Lease liabilities
66.1
3.1
10.7
15.1
21.6
15.6
Bank overdrafts
3.0
3.0
–
–
–
–
Borrowings
1.0
–
–
–
1.0
–
Total
113.6
49.6
10.7
15.1
22.6 
15.6
At 31 December 2023
Total
£m
Up to 3
months
£m
Between
3 and 12
months
£m
Between
1 and 2
years
£m
Between
2 and 5
years
£m
Over
5 years
£m
Trade and other payables
39.6
39.6
–
–
–
–
Lease liabilities
64.2
4.6
9.8
8.4
25.8
15.6
Borrowings
–
–
–
–
–
–
Total
103.8
44.2
9.8
8.4
25.8
15.6
Excluded from the analysis above are assets and liabilities from which no future cash flows are expected to arise.
Capital management
The Group’s objective when managing capital, which is deemed to be total equity plus total debt and which was £168.3 million  
(2023: £172.9 million) at the balance sheet date, is to safeguard the Group’s ability to continue as a going concern, through the 
optimisation of the debt and equity balance, and to maintain good headroom on its debt facilities and financial covenants. The Group 
manages its capital structure and makes appropriate decisions in the light of current economic conditions and its strategic objectives.
The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and sustain the 
future development of the business.
The funding requirements of the Group are met by the utilisation of external borrowings together with available cash.
A key objective of the Group’s capital management is to maintain comfortable headroom over the covenants set out in its existing 
facility agreements.
The financial covenants which are in place, all measured on a pre-IFRS 16 basis, are as follows:
•	 Leverage: the ratio of total net debt to consolidated adjusted EBITDA of any relevant period of not more than 3:1
•	 Interest cover: the ratio of adjusted EBITDA to net interest payable in respect of any relevant period of not less than 4:1.
Covenants are measured at half-year and year-end on a rolling 12-month basis. As at 31 December 2024, Leverage and Interest 
Cover were 0.1:1 and 45:1 respectively (2023: 0.0:1 and 20:1). The Group operated well within the terms of its covenants throughout 
the current and prior periods. The Group anticipates that it will comfortably meet all future covenant obligations.

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3  FINANCIAL INSTRUMENTS – RISK MANAGEMENT CONTINUED
Capital management continued
The following table sets out the Group’s foreign currency denominated monetary assets and monetary liabilities at the reporting date:
As at 31 December 2024
GBP
£m
EUR
£m
USD
£m
Total
£m
Trade and other receivables
35.0
0.2
–
35.2
Cash and cash equivalents
0.3
0.1
–
0.4
Bank overdrafts
(3.0)
–
–
(3.0)
Lease liabilities
(59.1)
(0.3)
–
(59.4)
Other interest-bearing borrowings
(1.0)
–
–
(1.0)
Trade and other payables
(41.1)
(0.5)
–
(41.6)
(68.9)
(0.5)
–
(69.4)
As at 31 December 2023
GBP
£m
EUR
£m
USD
£m
Total
£m
Trade and other receivables
35.0
0.1
–
35.1
Cash and cash equivalents
0.4
–
–
0.4
Lease liabilities
(58.2)
(0.4)
–
(58.6)
Trade and other payables
(39.0)
(0.6)
–
(39.6)
(61.8)
(0.9)
–
(62.7)
4  REVENUE
Revenue arises from:
2024
£m
2023
£m
Sale of goods
357.9
364.5
External revenue by destination:
2024
£m
2023
£m
United Kingdom
353.1
359.3
European Union
4.1
4.1
Rest of World
0.7
1.1
357.9
364.5
There are no customers with sales in excess of 10% of total Group revenues.
Revenue is disclosed net of contract asset amortisation and related expenses in the year of £1.5 million (2023: £1.5 million). 
Further details are provided in Note 19.
5  AUDITOR’S REMUNERATION
Total amounts payable to the Group’s auditors were as follows:
2024
£000
2023
£000
Audit of these Financial Statements
112
100
Amounts receivable by auditors and their associates in respect of:
Audit of Financial Statements of subsidiaries pursuant to legislation
254
238
Audit-related assurance services
77
70
443
408
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2024 
6  EXPENSES BY NATURE
2024
£m
2023
£m
Depreciation of property, plant and equipment (Note 14)
9.6
9.3
Depreciation of right-of-use assets (Note 15)
14.4
13.7
Amortisation of intangible assets (Note 16)
1.3
1.7
Impairment of property, plant and equipment and right-of-use assets 
3.3
0.3
Other non-underlying operating expenses (Note 7)
3.0
3.2
Cost of inventories
153.2
169.5
Other variable costs
16.4
21.2
Employee benefits expense (Note 8)
89.2
85.2
Short-term lease rentals
2.2
2.0
Other expenses
48.7
43.9
Total cost of sales, distribution costs and administration expenses
341.3
350.0
7  NON-UNDERLYING ITEMS
Amounts included in the Consolidated Statement of Comprehensive Income are as follows:
2024
£m
2023
£m
Restructuring costs 
–
2.7
Asset impairment charges
3.2
–
Strategic IT expenses
2.2
0.8
Acquisition costs
0.8
–
Non-underlying operating expenses
6.2
3.5
Taxation
(1.3)
(0.8)
Impact on profit after tax
4.9
2.7
Asset impairment charges
The right-of-use asset impairment charge arises following a dispute with the landlord at a secondary warehouse in Derbyshire, where 
there was significant deterioration to the flooring. Following legal advice, the Group terminated the lease. The landlord has contested 
the termination and issued proceedings for unpaid rent. A mediation process is expected to commence shortly, with the potential for 
a court case to follow if this is unsuccessful.
The Group determined that the landlord issuing legal proceedings represented an impairment trigger for the right-of-use asset,  
which had a net book value of £3.2 million at that time. With the site not currently in condition for use and the outcome of the dispute 
uncertain, the lease asset has been impaired in full (a non-cash item). The net book value of the lease liability at the balance sheet 
date is £3.1 million. The Group expects the landlord to incur the cost of remediation, and therefore no further liability has been 
recognised. The impairment may be reversed in future periods, or the liability released, depending on the outcome of the dispute.
Strategic IT expenses
Strategic IT expenses of £2.2 million (2023: £0.8 million), include cloud computing costs involving ‘Software as a Service’ 
arrangements and internal resourcing costs which are expensed as incurred rather than being capitalised as intangible assets  
(see Note 1).
Our strategic IT projects comprise a new customer-facing website and an employee management system (both now substantially 
complete) and, most significantly, the replacement of the Group’s Enterprise Resource Planning (‘ERP’) system. Such items are 
considered to be non-underlying in nature because they relate to multi-year programmes to deliver strategic IT implementations which 
are material in size, with overall spend estimated to be in the region of £10 million over the 2024–26 period. The implementation is on 
track and, as previously reported, we estimate the transition to be completed around mid-2026. 
Acquisition costs
In March 2025, the Group completed the acquisition of the Alunet Group. Acquisition-related expenses of £0.8 million were incurred 
in the process, comprising deal advisory, legal and due diligence costs.

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7  NON-UNDERLYING ITEMS CONTINUED
Prior year restructuring costs
Restructuring costs in 2023 related to redundancy payments and related employee benefit termination costs, with 119 roles impacted 
at a one-off cost of £2.7 million. These costs were classified as non-underlying as they related to roles that no longer exist within the 
organisation and therefore would not re-occur in future reporting periods. Also included is a credit of £0.2 million in respect of the 
release of a provision relating to a restructuring exercise announced in 2022 and completed in early 2023.
Impact on cash flow
Of the £6.2 million non-underlying expenses recognised, £1.9 million was settled in cash at 31 December 2024 and £3.2 million 
related to non-cash impairment charges. The remaining £1.1 million will be settled within the next twelve months.
Of the £3.5 million non-underlying expenses recognised in 2023, £3.2 million had been settled in cash at 31 December 2024.  
The remaining £0.3 million relates to non-cash asset impairment charges.
8  EMPLOYEE BENEFITS EXPENSE
2024
£m
2023
£m
Staff costs (including Directors) comprise:
Wages and salaries
76.3
73.7
Share-based payments
1.5
0.8
Social security costs
8.7
8.0
Other pension costs
2.7
2.7
89.2
85.2
The average monthly number of employees, including Directors, during the year was as follows:
2024
No.
2023
No.
Production
726
767
Office and administration
437
426
Distribution
904
908
2,067
2,101
Key management personnel compensation and Directors’ remuneration
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities 
of the Group, which is considered to be the Directors of the Company.
2024
£m
2023
£m
Emoluments
1.3
1.4
Share-based payments
–
0.5
Pension and other post-employment benefit costs
–
0.1
1.3
2.0
Directors’ remuneration is set out in the Remuneration Report on pages 90 to 111. Mark Kelly retired and was replaced as CEO  
by Darren Waters in May 2023. The highest paid Director received remuneration of £476,000 (2023: £412,000).
During the year, retirement benefits were accruing to two Directors in respect of defined contribution pension schemes (2023: three). 
The value of contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £21,000 
(2023: £15,000).
During the current year, no share options were exercised by Directors of the Group (2023: 316,184 by two Directors). No options 
were exercised by the highest paid Director (2023: nil).
During the year no long-term benefits were issued, nor any termination payments made.
The Group’s policy for consulting with, sharing information with, and encouraging the involvement of employees is discussed on 
pages 67 to 76.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2024 
9  SEGMENTAL INFORMATION
The Group organises itself into a number of operating segments that offer different products and services. They are managed 
separately because each business requires different technology and marketing strategies. Internal reporting provided to the chief 
operating decision-maker, which has been identified as the executive management team including the Chief Executive and the  
Chief Financial Officer, reflects this structure.
The Group has aggregated its operating segments into three reported segments, as these business units have similar products, 
production processes, types of customer, methods of distribution, regulatory environments, and economic characteristics:
•	 Profiles – extrusion and sale of PVC window and building products to the new and replacement window market across the UK. 
This segment includes Vista Panels, S&S Plastics and Eurocell Recycle North
•	 Building Plastics – sale of building plastic materials across the UK
•	 Corporate – represents costs relating to the ultimate Parent Company and includes the assets and related amortisation in respect  
of acquired intangible assets.
Inter-segmental sales, which are eliminated on consolidation, are transacted on an arms’ length basis and relate to manufactured 
products distributed by the Building Plastics division. 
Profiles
2024
£m
Building
Plastics
2024
£m
Corporate
2024
£m
Total
2024
£m
Revenue
Total revenue
209.8
212.3
–
422.1
Inter-segmental revenue
(63.7)
(0.5)
–
(64.2)
Total revenue from external customers
146.1
211.8
–
357.9
Adjusted EBITDA
33.3
15.7
(0.9)
48.1
Amortisation of intangible assets
–
–
(1.3)
(1.3)
Depreciation of property, plant and equipment
(7.5)
(1.3)
(0.8)
(9.6)
Depreciation of right-of-use assets
(6.4)
(7.9)
(0.1)
(14.4)
Adjusted operating profit/(loss)
19.4
6.5
(3.1)
22.8
Non-underlying operating expenses
(4.8)
(1.4)
–
(6.2)
Operating profit/(loss)
14.6
5.1
(3.1)
16.6
Finance expense
(2.8)
Profit before tax
13.8
Profiles
2023
£m
Building
Plastics
2023
£m
Corporate
2023
£m
Total
2023
£m
Revenue
Total revenue
219.8
210.0
–
429.8
Inter-segmental revenue
(64.9)
(0.4)
–
(65.3)
Total revenue from external customers
154.9
209.6
–
364.5
Adjusted EBITDA
25.5
17.4
0.2
43.1
Amortisation of intangible assets
–
–
(1.7)
(1.7)
Depreciation of property, plant and equipment
(7.3)
(1.2)
(0.8)
(9.3)
Depreciation of right-of-use assets
(6.3)
(7.3)
(0.1)
(13.7)
Adjusted operating profit/(loss)
11.9
8.9
(2.4)
18.4
Non-underlying operating expenses
(1.8)
(0.7)
(1.0)
(3.5)
Operating profit/(loss)
10.1
8.2
(3.4)
14.9
Finance expense
(3.2)
Profit before tax
11.7

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2024 
9  SEGMENTAL INFORMATION CONTINUED
Profiles
2024
£m
Building  
Plastics
2024
£m
Corporate
2024
£m
Total
2024
£m
Additions to plant, property, equipment and intangible assets
7.1
2.7
0.9
10.7
Segment assets
122.3
84.0
17.5
223.8
Segment liabilities
(53.2)
(48.9)
(7.2)
(109.3)
Borrowings
(0.5)
Deferred tax liability
(8.6)
Total liabilities
(118.4)
Total net assets
105.4
Profiles
2023
£m
Building  
Plastics
2023
£m
Corporate
2023
£m
Total
2023
£m
Additions to plant, property, equipment and intangible assets
6.9
1.5
0.5
8.9
Segment assets
126.9
78.5
18.4
223.8
Segment liabilities
(53.3)
(43.7)
(4.5)
(101.5)
Borrowings
–
Deferred tax liability
(8.0)
Total liabilities
(109.5)
Total net assets
114.3
Geographical information
Revenue
2024
£m
Non-current
assets
2024
£m
Revenue
2023
£m
Non-current
assets
2023
£m
United Kingdom
355.8
129.4
362.5
130.8
Republic of Ireland1
2.1
–
2.0
–
Total 
357.9
129.4
364.5
130.8
1	 The net book value of non-current assets in the Republic of Ireland was less than £50,000 in both years.
10  FINANCE EXPENSE
2024
£m
2023
£m
Finance expense
Bank borrowings
0.7
1.4
Interest on lease liabilities
2.1
1.8
Total finance expense
2.8
3.2
11  TAXATION
2024
£m
2023
£m
Current tax expense
Current tax on profits for the year
3.0
2.0
Adjustments in respect of prior years
(0.3)
(1.1)
Total current tax
2.7
0.9
Deferred tax expense
Origination and reversal of temporary differences
0.4
0.4
Adjustment in respect of prior years
0.2
0.8
Total deferred tax
0.6
1.2
Total tax expense
3.3
2.1
The reasons for the difference between the actual current tax charge for the year and the standard rate of corporation tax in the 
United Kingdom applied to profits for the year are as follows:
2024
£m
2023
£m
Profit before tax
13.8
11.7
Expected tax charge based on the standard rate of corporation tax in the UK of 25% (2023: 23.5%)
3.4
2.7
Taxation effect of:
Expenses not deductible for tax purposes
0.6
0.4
Patent Box claims
(0.4)
(0.5)
Deferred tax impact of share-based payments
0.4
0.1
Adjustment in respect of prior years
(0.3)
(1.1)
Tax effect of accelerated capital allowances
(1.0)
(0.7)
Current tax expense
2.7
0.9

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11  TAXATION CONTINUED
The reasons for the difference between the total tax charge for the year and the standard rate of corporation tax in the United 
Kingdom applied to profits for the year are as follows:
2024
£m
2023
£m
Profit before tax
13.8
11.7
Expected tax charge based on the standard rate of corporation tax in the UK of 25% (2023: 23.5%)
3.4
2.7
Taxation effect of:
Expenses not deductible for tax purposes
0.4
0.2
Patent Box claims
(0.4)
(0.5)
Adjustments in respect of prior years
(0.1)
(0.3)
Total tax expense
3.3
2.1
Some expenses incurred, such as certain legal and entertainment costs, are not allowable for tax purposes and are therefore not 
deducted from taxable income when calculating the Group’s tax liability.
Capital allowances are tax reliefs for the expenditure the Group makes on fixed assets. The difference between the accounting 
treatment of fixed assets for tax and accounting purposes gives rise to temporary difference recognised within deferred tax.
The Group recognises a current tax asset in respect of relief claimed under the Patent Box when the inflow of economic benefits 
arising from that asset is virtually certain, deemed to be the submission of a claim to HM Revenue and Customs.
Changes in tax rates and factors affecting the future tax charge
There was no change to the rate of UK corporation tax in the year. The mainstream rate of UK corporation tax increased from 19%  
to 25% from April 2023, giving rise to a blended standard rate of 23.5% in 2023.
There are no material uncertain tax provisions.
Tax included in Other Comprehensive Income
The tax charge arising on share-based payments within Other Comprehensive Income is £nil (2023: £nil).
Based on the current investment plans of the Group, and assuming the rates of capital allowances on capital expenditure continue 
into the future, the vast majority of the deferred tax liability is expected to unwind over a period of greater than one year.
Tax residency
Eurocell plc and its subsidiaries are all registered in the United Kingdom and are resident in the UK for tax purposes, except as 
described below. 
The Group has two branches in the Republic of Ireland, with combined annual revenues of £2.1 million (2023: £2.0 million), total assets 
of less than £50,000 (2023: less than £50,000) and nine full-time employees (2023: eight full-time employees). For tax purposes,  
these two trading locations form a single branch within Eurocell Building Plastics Limited, and therefore any profits generated are subject 
to tax in the Republic of Ireland. Profits generated during the year contribute less than 5% of the overall Group profits (2023: less than 
5%). The tax charge in relation to the Group’s Republic of Ireland operations in 2024 is €600 (2023: €nil) and tax payments of €600 
were made during the year (2023: €nil). The reasons for the difference between the tax charge for the year and the standard rate of 
corporation tax in Ireland applied to the profits for the year is due to utilisation of losses brought forward. No deferred tax assets are 
recognised on unutilised losses due to the uncertainty of future profits in the Republic of Ireland (2023: none).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2024 
12  EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the net profit for the year attributable to ordinary shareholders by the weighted 
average number of ordinary shares outstanding during the year, excluding treasury shares. Adjusted earnings per share excludes  
the impact of non-underlying items. 
Diluted earnings per share is calculated by adjusting the earnings and number of shares for the effects of dilutive options. In the event 
that a loss is recorded for the period, share options are not considered to have a dilutive effect. 
During the year, the Company entered into multiple share buyback programmes totalling £15 million. As at 31 December 2024,  
the cash outflow in regard to these schemes totalled £14.5 million (including transactional costs), equivalent of 10,287,011 shares.
2024
£m
2023
£m
Profit attributable to ordinary shareholders excluding non-underlying items
15.4
12.3
Profit attributable to ordinary shareholders
10.5
9.6
2024
No.
2023
No.
Weighted average number of shares – basic
106,455,702
111,885,083
Dilutive impact of share options granted
1,339,708
53,451
Weighted average number of shares – diluted
107,795,410
111,938,534
2024
Pence
2023
Pence
Basic earnings per share
9.8
8.6
Adjusted basic earnings per share
14.4
11.0
Diluted earnings per share
9.7
8.6
Adjusted diluted earnings per share
14.3
11.0
13  DIVIDENDS
2024
£m
2023
£m
Dividends paid during the year
Interim dividend for 2024 of 2.2p per share (2023: 2.0p per share)
2.3
2.2
Final dividend for 2023 of 3.5p per share (2022: 7.2p per share)
3.8
8.1
6.1
10.3
Dividends proposed
Final dividend for 2024 of 3.9p per share
4.0
–
Final dividend for 2023 of 3.5p per share
–
3.8
4.0
3.8

Strategic Report
Corporate Governance
Financial Statements
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149
14  PROPERTY, PLANT AND EQUIPMENT
Freehold
property
£m
Leasehold
improvements
£m
Plant and
machinery
£m
Motor
vehicles
£m
Assets 
under
construction
£m
Total
£m
Cost
Balance at 1 January 2023
9.0
–
69.1
1.1
6.0
85.2
Additions
–
–
1.7
0.3
6.8
8.8
Disposals
–
–
(2.2)
(0.2)
(0.4)
(2.8)
Transfers
–
–
4.5
–
(5.4)
(0.9)
Balance at 31 December 2023
9.0
– 
73.1
1.2
7.0
90.3
Additions
–
–
6.4
0.3
3.9
10.6
Disposals
–
–
(1.5)
(0.1)
–
(1.6)
Transfers
1.2
–
2.3
–
(3.5)
–
Balance at 31 December 2024
10.2
–
80.3
1.4
7.4
99.3
Accumulated depreciation and impairment
Balance at 1 January 2023
1.8
–
20.8
0.9
–
23.5
Charge for the year
0.3
–
8.9
0.1
–
9.3
Impairment charges
–
–
0.2
–
–
0.2
Disposals
–
–
(2.2)
(0.2)
–
(2.4)
Transfers
–
–
(0.2)
–
–
(0.2)
Balance at 31 December 2023
2.1
–
27.5
0.8
–
30.4
Charge for the year
0.3
–
9.0
0.3
–
9.6
Disposals
–
–
(1.1)
(0.1)
–
(1.2)
Balance at 31 December 2024
2.4
–
35.4
1.0
–
38.8
Net book value
At 31 December 2024
7.8
–
44.9
0.4
7.4
60.5
At 31 December 2023
6.9
–
45.6
0.4
7.0
59.9
Included within freehold property is non-depreciable land of £2.3 million (31 December 2023: £2.3 million).
There is no restriction of title, nor equipment pledged as security for liabilities included with property, plant and equipment.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2024 
15  RIGHT-OF-USE ASSETS
Leasehold
improvements
£m
Motor
vehicles
£m
Office
equipment 
and fixtures
£m
Total
£m
Cost
Balance at 1 January 2023
68.4
24.4
–
92.8
Additions
4.6
4.7
0.3
9.6
Disposals
(2.7)
(4.1)
–
(6.8)
Balance at 31 December 2023
70.3
25.0
0.3
95.6
Additions
11.2
5.7
–
16.9
Disposals
(3.9)
(7.2)
–
(11.1)
Balance at 31 December 2024
77.6
23.5
0.3
101.4
Accumulated depreciation and impairment
Balance at 1 January 2023
21.7
11.4
–
33.1
Charge for the year
8.7
4.9
0.1
13.7
Impairment charges
–
0.1
–
0.1
Disposals
(2.8)
(3.6)
–
(6.4)
Balance at 31 December 2023
27.6
12.8
0.1
40.5
Charge for the year
9.4
5.0
–
14.4
Impairment charges
3.3
–
–
3.3
Disposals
(3.9)
(7.2)
–
(11.1)
Balance at 31 December 2024
36.4
10.6
0.1
47.1
Net book value
At 31 December 2024
41.2
12.9
0.2
54.3
At 31 December 2023
42.7
12.2
0.2
55.1
Impairments charges of £3.3 million (2023: £0.1 million) relates to the impairment of right-of-use properties, of which £3.2 million has 
been classified as non-underlying (see Note 7).
See Note 22 for details of lease liabilities.

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151
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2024 
16  INTANGIBLE ASSETS
Software
£m
Technology- 
based
£m
Customer- 
related
£m
Marketing- 
related
£m
Goodwill
£m
Total
£m
Cost
Balance at 1 January 2023
3.7
1.6
7.0
6.5
16.6
35.4
Additions
0.1
–
–
–
–
0.1
Transfers
0.7
–
–
–
–
0.7
Disposal
(1.0)
(0.1)
–
(0.2)
–
(1.3)
Balance at 31 December 2023
3.5
1.5
7.0
6.3
16.6
34.9
Additions
0.1
–
–
–
–
0.1
Balance at 31 December 2024
3.6
1.5
7.0
6.3
16.6
35.0
Accumulated amortisation
Balance at 1 January 2023
2.0
0.9
6.1
3.7
5.8
18.5
Charge for the year
0.4
0.1
0.7
0.5
–
1.7
Disposals
(0.8)
(0.1)
–
(0.2)
–
(1.1)
Balance at 31 December 2023
1.6
0.9
6.8
4.0
5.8
19.1
Charge for the year
0.5
0.1
0.2
0.5
–
1.3
Balance at 31 December 2024
2.1
1.0
7.0
4.5
5.8
20.4
Net book value
At 31 December 2024
1.5
0.5
–
1.8
10.8
14.6
At 31 December 2023
1.9
0.6
0.2
2.3
10.8
15.8
Included within customer-related and marketing-related intangible assets are the acquired intangibles in relation to the acquisition of 
Vista Panels in 2016, which have a combined carrying value of £0.2 million (2023: £0.4 million) and a remaining amortisation period  
of one year.
There are no internally-generated intangible assets.
17  IMPAIRMENT
For the purpose of impairment testing, goodwill is allocated to Cash Generating Units (‘CGUs’) as follows:
2024
£m
2023
£m
Eurocell Building Plastics
5.1
5.1
Eurocell Profiles
3.3
3.3
Vista Panels
2.2
2.2
S&S Plastics
0.2
0.2
10.8
10.8
CGUs are determined with reference to the smallest identifiable groups of assets that generate cash flows independently of other 
groups of assets, with reference to the business or product sectors in which they operate and CGUs are smaller than the disclosed 
segments. Impairment of goodwill is not considered at an individual branch level (‘Building Plastics: CGU’) as acquired goodwill is not 
separately identifiable on that basis.
In January 2023, there was a change to how CGU performance was presented to the chief operating decision-maker which reported 
the recycling operations as a separate CGU. At the point this change was made there was no goodwill held in this CGU and an 
impairment test was performed and was concluded that no impairment was required.
The recoverable amounts of the CGUs have been determined from ‘value-in-use’ calculations which have been predicated on 
discounted pre-tax cash flow projections based on a three-year business plan approved by the Board. These projections are based  
on all available information and growth rates do not exceed growth rates achieved in prior periods.
The key assumptions in preparing these forecasts are in line with the Group’s published strategy, which includes continuing to open 
new branches, developing new products and increasing the use of recycled materials. 
The cash flow forecasts take into consideration the factors in relation to climate change as discussed in the Sustainability Report 
section of the Strategic Report on pages 22 to 39. Management has considered the impact of a rise in global temperatures of 2.0 
degrees Celsius. In conclusion, the Group believes the impact on cash flows would be broadly neutral, on the basis that any negative 
impact of the transition to a low-carbon society would be offset by both the increased recycling of PVC windows and Government 
legislation to reduce emissions through the replacement of old windows with newer windows with better thermal qualities (such as 
the Future Homes Standard), both long-term drivers of growth for the business. The Group continues to replace and upgrade its 
fleet of extruders and vehicles as part of its normal maintenance capex cycle, and therefore does not anticipate any risk of asset 
obsolescence or significant additional costs in this scenario.
All of the Group’s CGUs operate principally in the UK Repair, Maintenance and Improvements market, and all are funded through a 
combination of retained earnings and the Group’s Revolving Credit Facility. The strategic decision-making timeframe is also consistent 
across all CGUs. Consequently, the key assumptions detailed below are applied consistently across each CGU:
2024
2023
Period on which management-approved forecasts are based (years)
3
3
Discount rate (pre-tax)
14%
12%
Profit growth rate in perpetuity
2%
2%
The period on which management-approved forecasts are based is consistent with the Board’s strategic planning timeframe.  
The discount rate reflects an estimate of the Group’s pre-tax Weighted Average Cost of Capital, based on past experience and 
sector-weighted assumptions. The profit growth rate in perpetuity is consistent with the average annual growth in UK Gross  
Domestic Product between 1990 and 2019 (source: Office for National Statistics).
Goodwill is considered to have an indefinite useful life. 
The Group assessed the recoverable amount in respect of goodwill for each CGU to be greater than the carrying amount and 
therefore no impairment arises. No reasonably possible change in assumptions would result in an impairment for these CGUs.
Sensitivities
The following sales reduction or discount rate increase sensitivities would reduce headroom on each CGU to nil:
2024
2023
Sales
Discount rate
Sales
Discount rate
Eurocell Building Plastics
77%
47%
77%
40%
Eurocell Profiles
71%
41%
74%
37%
Vista Panels
79%
56%
84%
49%
S&S Plastics
24%
14%
31%
16%

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18  INVENTORIES
2024
£m
2023
£m
Raw materials
6.8
7.3
Work in progress
4.4
3.7
Finished goods and goods for resale
36.0
35.7
47.2
46.7
All inventories are carried at cost less a provision to take account of slow-moving and obsolete items. At 31 December 2024,  
the inventory provision amounted to £3.7 million (2023: £3.5 million).
19  TRADE AND OTHER RECEIVABLES
2024
£m
2023
£m
Trade receivables
37.7
38.6
Less: provision for impairment of trade receivables
(1.2)
(1.2)
Less: provision for rebates payable
(1.9)
(2.3)
Net trade receivables
34.6
35.1
Contract assets
2.3
1.9
Prepayments
8.3
7.9
Other receivables
0.6
0.4
Total trade and other receivables
45.8
45.3
Trade receivables are non-interest-bearing and are generally on 30 days’ credit. The fair values of trade and other receivables 
classified as financial assets are not materially different to their carrying values.
Contract assets are amortised over the period in which revenue pertaining to those costs is recognised, which on average is four 
years. Additions of £1.2 million were recognised during the year (2023: £1.8 million), and amounts amortised against revenue were 
£0.8 million (2023: £0.6 million). 
The Group applies the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance 
for all financial assets. In measuring expected credit losses for trade receivables, receivables have been grouped based on shared 
characteristics and days past due. Insured balances are excluded to the extent that no loss would arise in the event of default by the 
customer. Contract assets are assessed for impairment on a customer-by-customer basis following the application of the expected 
credit losses to the trade receivables.
Expected loss rates are derived based upon the payment profile of sales over a three-year period before 31 December 2024, and 
the corresponding credit losses experienced. These rates are then adjusted to reflect current and forward-looking information on 
macroeconomic factors affecting the ability of customers to settle receivables, GDP, the rate of unemployment, new housing starts, 
interest rates and household disposable income. 
The closing loss allowances for trade receivables and contract assets as at 31 December reconcile to the opening loss allowances  
as follows:
Trade receivables
Contract assets
2024
£m
2023
£m
2024
£m
2023
£m
At 1 January
1.2
1.8
–
–
Charged during the year
0.8
0.5
–
–
Released or utilised during the year
(0.7)
(0.4)
–
–
Receivables written off during the year as uncollectible
(0.1)
(0.7)
–
–
At 31 December
1.2
1.2
–
–
Trade receivables and contract assets are written off where there is no reasonable expectation of recovery. Indicators that there is  
no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Group, 
and a failure to make contractual payments for a period of greater than 120 days past due. 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2024 
Impairment losses on trade receivables are presented as net impairment losses within operating profit. Subsequent recoveries  
of amounts previously written off are credited against the same line item.
The rate of expected loss continued to decrease as payment patterns returned to normal following the disruption of the global 
pandemic and its after-effects. The rate has now returned to historical levels.
At 31 December 2024
Current
£m
More than 30 
days past due
£m
More than 60
days past due 
£m
More than 90 
days past due 
£m
More than 120  
days past due 
£m
Total 
£m
Expected loss rate
1%
15%
45%
78%
78%
3%
Gross carrying amount  
– trade receivables
35.1
1.5
0.2
0.1
0.8
37.7
Gross carrying amount  
– contract assets
2.3
–
–
–
–
2.3
Loss allowance
0.1
0.2
0.1
0.1
0.7
1.2
At 31 December 2023
Current
£m
More than 30 
days past due
£m
More than 60
days past due 
£m
More than 90 
days past due 
£m
More than 120
 days past due
£m
Total
£m
Expected loss rate
1%
12%
48%
81%
74%
3%
Gross carrying amount  
– trade receivables
35.7
1.6
0.4
0.1
0.8
38.6
Gross carrying amount  
– contract assets
1.9
–
–
–
–
1.9
Loss allowance
0.1
0.2
0.2
0.1
0.6
1.2
20  BORROWINGS
The book value and fair value of borrowings are as follows:
Book value
2024
£m
Fair value
2024
£m
Book value
2023
£m
Fair value
2023
£m
Non-current
Bank borrowings unsecured
0.5
0.5
–
–
Total borrowings
0.5
0.5
–
–
Borrowings of £1.0 million were drawn down at 31 December 2024 (2023: £nil). The average drawdown on the facility during the year 
ended 31 December 2024 was £2.3 million (2023: £12.4 million). Total unamortised costs of £0.5 million as at 31 December 2024 are 
presented as a deduction to borrowings. Total unamortised costs of £0.7 million as at 31 December 2023 were reclassified to other 
receivables and no borrowings were drawn as at that date.
The bank borrowings outstanding at 31 December 2024 are classified as non-current liabilities as they relate to committed facilities 
available to the Group until 2027. The book value and fair value are not considered to be materially different.
In May 2023, the Group completed a one-year extension to its £75 million multi-currency revolving unsecured credit facility, which 
now matures in 2027. The key terms of the facility remain unchanged. Following the extension of the facility in 2023, £0.2 million of 
costs were capitalised within borrowings and are being released to the Consolidated Statement of Comprehensive Income within 
finance expense over the period of the facility.
Interest is charged at an excess over base rate of between 1.5% and 2.5% per annum and is dependent upon the ratio of total net 
debt to consolidated EBITDA (on a pre-IFRS 16 basis). 
All of the Group’s borrowings are denominated in Sterling. Details of the Company’s banking covenants are given in Note 3.

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155
20  BORROWINGS CONTINUED
The analysis of repayments on the combined borrowings is as follows:
2024
£m
2023
£m
Within one year or repayable on demand
–
–
Between one and two years
–
–
Between two and five years
(1.0)
–
(1.0)
–
21  TRADE AND OTHER PAYABLES
2024
£m
2023
£m
Current liabilities
Trade payables
30.8
29.0
Other tax and social security
5.5
6.0
Other payables
0.9
0.8
Accruals and deferred income
8.0
5.8
Total current trade and other payables
45.2
41.6
Book values approximate to fair value at 31 December 2024 and 31 December 2023.
22  LEASE LIABILITIES
2024
£m
2023
£m
Lease liabilities
Current
12.5
12.9
Non-current
46.9
45.7
Total discounted lease liabilities at 31 December
59.4
58.6
2024
£m
2023
£m
Maturity analysis
— Less than one year
14.2
14.4
— One to five years
36.3
34.2
— More than five years
15.6
15.6
Total undiscounted lease liabilities at 31 December
66.1
64.2
2024
£m
2023
£m
Finance expense
Interest on lease liabilities
2.1
1.8
See Note 15 for details of right-of-use assets.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2024 
23  PROVISIONS
Dilapidations and
environmental
provisions
£m
Warranty
provisions
£m
Total
£m
At 1 January 2023
1.2
–
1.2
Charged to Statement of Comprehensive Income
0.1
–
0.1
Utilised
–
–
–
At 31 December 2023
1.3
–
1.3
Charged to Statement of Comprehensive Income
0.4
–
0.4
Utilised
–
–
–
At 31 December 2024
1.7
–
1.7
Current
0.4
–
0.4
Non-current
1.3
–
1.3
At 31 December 2024
1.7
–
1.7
Dilapidations and environmental provisions
Under property lease agreements, the Group has obligations to maintain all properties to the standard prevailed at the inception of 
the respective leases. The provision represents the Directors best estimate of the costs associated with this obligation by applying 
historical information based on past events to estimate a cost per sq ft for individual properties and applying a risk-free rate to 
discount the future cash flows.
The timing of the utilisation of the provision is variable dependent on the lease expiry or predicted future dates of the properties 
concerned, which vary between one and ten years. Based on the lease expiry or predicted date, 26% of the provision (2023: 
13%) would be utilised in less than one year, however, we predominately remain in existing locations with refurbishments carried 
out. Based on our business strategy, we only intend to exit or relocate a minimal number of branches during 2025, therefore, 
we anticipate the utilisation of the provision to be c.£0.1 million in the short term.
Warranty provisions
The Group makes provision to cover known potential warranty issues. The current provision is in relation to sales of garden 
rooms and extensions, and represents the Directors’ best estimate of the costs associated with this obligation. The provision 
at 31 December 2024 is £27,000 (2023: £nil).
The timing of the utilisation is variable depending on the circumstances of each individual claim under warranty.
24  DEFERRED TAX
The movement in the net deferred tax liability is as follows:
2024
£m
2023
£m
At 1 January
(8.0)
(6.8)
Charged to Statement of Comprehensive Income
(0.6)
(1.2)
At 31 December
(8.6)
(8.0)
Deferred tax assets have been recognised in respect of all tax losses and other temporary differences giving rise to deferred tax 
assets where the Directors believe it is probable that these assets will be recovered. There are no unrecognised deferred tax assets. 
The vast majority of the deferred tax liability is expected to unwind over a period of greater than one year.

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Corporate Governance
Financial Statements
Eurocell plc  Annual Report and Accounts 2024
Eurocell plc  Annual Report and Accounts 2024
156
157
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2024 
24  DEFERRED TAX CONTINUED
The movements in deferred tax assets and liabilities (prior to the offsetting of balances within the same jurisdiction as permitted by 
IAS 12) during the year, together with amounts recognised in the Consolidated Statement of Comprehensive Income and amounts 
recognised in Other Comprehensive Income are as follows:
Asset
2024
£m
Liability
2024
£m
Net
2024
£m
Statement of
Comprehensive
Income
2024
£m
Equity
2024
£m
Accelerated capital allowances/intangible fixed assets
–
(9.4)
(9.4)
(0.9)
–
Other temporary differences
0.8
–
0.8
0.3
–
Net tax assets/(liabilities)
0.8
(9.4)
(8.6)
(0.6)
–
Asset
2023
£m
Liability
2023
£m
Net
2023
£m
Statement of
Comprehensive
Income
2023
£m
Equity
2023
£m
Accelerated capital allowances/intangible fixed assets
–
(8.5)
(8.5)
(1.1)
–
Other temporary differences
0.5
–
0.5
(0.1)
–
Net tax assets/(liabilities)
0.5
(8.5)
(8.0)
(1.2)
–
Amounts within Other Comprehensive Income due to be settled in greater than one year are not material and therefore no further 
disclosure has been provided. Other temporary differences relate to the tax impact of share-based payment transactions expected  
to reverse within one to three years and tax losses deemed to be recoverable in future periods. 
Based on the current investment plans of the Group, and assuming the rates of capital allowances on capital expenditure continue 
into the future, the vast majority of the deferred tax liability is expected to unwind over a period of greater than one year.
25  SHARE CAPITAL, SHARE PREMIUM ACCOUNT, TREASURY SHARES AND SHARE BUYBACK
Allotted, called up and fully paid
2024
Number
2023
Number
Ordinary shares of £0.001 each
103,150,173
112,095,184
2024
£m
2023
£m
Ordinary shares of £0.001 each
0.1
0.1
Share premium account
22.2
22.2
As at 31 December 2024, there were 176,280,173 shares authorised for issue (2023: 186,825,184). The ordinary shares carry the rights 
to attend and vote at general meetings, the right to receive payment in respect of dividends declared and the right to participate in the 
distribution of capital. The ordinary shares are not redeemable.
During the year, the Company entered into multiple share buyback programmes totalling £15 million. As at 31 December 2024,  
the cash outflow in regard to these schemes totalled £14.5 million (including transactional costs), equivalent of 10,287,011 shares. 
Treasury shares
Number of shares
£m
Balance at 1 January 2023
–
–
Acquisition of shares
(650,000)
(0.7)
Deferred shares issued under the DSP scheme
229,901
0.2
Shares issued under the PSP scheme
367,005
0.4
Balance at 31 December 2023
(53,094)
(0.1)
Acquisition of shares
(1,342,000)
(1.9)
Deferred shares issued under the DSP scheme
31,637
–
Shares issued under the PSP scheme
7,671
–
Balance at 31 December 2024
(1,355,786)
(2.0)
Where any group company purchases the Company’s equity instruments, the consideration paid, including any directly attributable 
incremental costs (net of income taxes), is deducted from equity as treasury shares until the shares are cancelled or reissued. Where shares 
are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income 
tax effects, is included in equity. Of the 1,355,786 treasury shares at 31 December 2024,13,786 were held by the Employees Benefit Trust.
The Group issued no new shares (2023: no new shares) in respect of its Save As You Earn sharesave scheme, in the process receiving 
consideration from employees of £nil (2023: £nil). The consideration received above the nominal value of the shares issued has been 
recorded as share premium.
During the year, no new shares (2023: nil) were issued in respect of share-based payment transactions for Directors and none  
(2023: none) were issued in respect of share-based payment transactions for other key management personnel.
The 2023 and 2024 shares issued in respect of share-based payment transactions were all issued from treasury shares.
26  SHARE-BASED PAYMENTS
The Group enters into equity-settled payment transactions with its employees. For the year ended 31 December 2024, the charge was 
£1.5 million (2023: £0.8 million). A corresponding credit to equity is recognised in the share-based payment reserve. On exercise of 
options, balances are removed from the share-based payment reserve with corresponding entries made to share premium, retained 
earnings and cash. The balance on the share-based payment reserve at 31 December 2024 was £2.3 million (2023: £0.9 million).
26(a)  Employee Save As You Earn Scheme
Each year, all employees have the right to participate in a Save As You Earn (‘SAYE’) scheme. Employees may make monthly 
contributions of up to £500, the proceeds being aggregated and then used to purchase ordinary shares at the end of the three-year 
vesting period. The cost to the participants is set at the inception of the scheme, with the balance being funded by the Company. 
Typically, participants are offered a discount on the share price at the date of issuance.
Set out below are summaries of options granted under the plan:
2024
2023
Average 
exercise price per 
share option
£
Number 
of options
No.
Average 
exercise price  
per share option
£
Number 
of options
No.
As at 1 January
1.317
2,598,526
1.758
1,890,102
Granted during the year
0.924
2,682,692
1.103
2,151,517
Exercised during the year
1.103
(7,671)
–
–
Forfeited during the year
1.334
(1,807,507)
1.576
(1,443,093)
As at 31 December
1.005
3,466,040
1.317
2,598,526
Vested and exercisable at 31 December
–
–
There were 7,671 options exercised during the year ended 31 December 2024 (2023: nil).

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Financial Statements
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Eurocell plc  Annual Report and Accounts 2024
158
159
26  SHARE-BASED PAYMENTS CONTINUED
26(a)  Employee Save As You Earn Scheme continued
Share options outstanding at the end of the year have the following expiry dates and exercise prices:
Expiry date
Exercise  
price
£
31 December  
2024
No.
31 December  
2023
No.
1 June 2020
1 June 2023
1.720
–
297,220
1 June 2021
1 June 2024
1.832
–
264,704
1 June 2022
1 June 2025
1.720
145,976
292,261
1 June 2023
1 June 2026
1.103
910,668
1,744,341
1 June 2024
1 June 2027
0.924
2,409,396
–
As at 31 December
3,466,040
2,598,526
Weighted average contractual life of options outstanding at end of year
2.07 years
1.82 years
Fair value of options granted
The assessed fair value at grant date of options granted during the year ended 31 December 2024 was £0.40 per option  
(2023: £0.21 per option). The fair value at the grant date is determined using a form of the Black–Scholes model. 
The model inputs for options granted during the year end 31 December 2024 included:
2024
Options are granted for the consideration set at the inception of the scheme
Exercise price
0.924
Grant date
19 April 2024
Expiry date
31 May 2027
Share price at grant date
1.35
Expected price volatility of the Company’s shares
20.0%
Expected dividend yield
4.0%
Risk-free interest rate
3.9%
The expected price volatility is based on the historical volatility (based on the remaining life of the options), adjusted for any expected 
changes to future volatility due to publicly available information.
26(b)  Deferred Share Plan
Annual Bonus Plan outcomes can be paid in a mix of cash and deferred shares granted under the Company’s Deferred Share Plan 
(‘DSP’), following the determination of achievement against performance measures and targets. Performance measures applied  
may be financial or non-financial and corporate, divisional or individual and in such proportions as the Remuneration Committee 
considers appropriate. The maximum level of Annual Bonus Plan outcomes is 100% of base salary per annum for the duration of this 
policy. Awards under the DSP are deferred for such a period as the Remuneration Committee selects at grant, which will normally be 
less than (but may be longer than) three years and are subject to continued employment. The options vest in full, provided that the 
scheme participants are deemed to be good leavers, and are settled through the issuance of treasury shares. 
The following table shows the deferred shares granted and outstanding at the beginning and end of the reporting period:
2024
No.
2023
No.
As at 1 January
1,243,941
355,765
Granted during the year
–
1,254,655
Exercised during the year
(45,492)
(204,769)
Forfeited during the year
(70,640)
(161,710)
As at 31 December
1,127,809
1,243,941
Vested and exercisable at 31 December
–
–
The weighted average share price at the date of exercise of options exercised during the year ended 31 December 2024 was £1.35 
(2023: £1.09). 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2024 
Share options outstanding at the end of the year have the following expiry dates and exercise prices:
Expiry date
Exercise  
price
£
31 December  
2024
No.
31 December  
2023
No.
30 June 2022
30 June 2025
0.001
73,338
73,338
3 April 2023
3 April 2025
0.001
15,681
15,681
3 April 2023
3 April 2026
0.001
552,440
668,572
11 April 2023
11 April 2025
0.001
410,447
410,447
11 April 2023
11 April 2026
0.001
8,227
8,227
14 September 2023
5 September 2025
0.001
33,838
33,838
14 September 2023
1 January 2026
0.001
33,838
33,838
As at 31 December
1,127,809
1,243,941
Weighted average contractual life of options outstanding at end of year
0.8 years
1.84 years
Fair value of options granted
The fair value at the grant date is determined using a form of the Black–Scholes model in line with inputs detailed in the above table. 
No DSP options were granted in 2024 (2023: 1,254,655 with 84,052 subsequently lapsing before the end of the year). As no DSP 
options were granted in the year, the assessed fair value at grant date of the rights granted during the year ended 31 December 2024 
was £nil per option (2023: £1.21 per option). 
26(c)  Long-Term Incentive Plan (‘PSP’)
Awards under the PSP take the form of nil-cost options which vest to the extent performance conditions are satisfied over a period of 
three years. The share award is based on a percentage of salary, a proportion of the maximum will vest based on performance targets 
of which Earnings per Share equates to two-thirds of the award and (for options granted before 2021) cash flow one-third of the 
award. For options granted in 2021 and thereafter, the cash flow target has been replaced with Return on Capital Employed. 
Vested awards are settled through the issuance of treasury shares, and the PSP allows for awards over shares with a maximum value 
of 150% of base salary per financial year.
The following table shows the share options granted and outstanding at the beginning and end of the reporting period:
2024
No.
2023
No.
As at 1 January
2,262,457
2,509,646
Granted during the year
1,948,389
794,710
Exercised during the year
–
(316,184)
Forfeited during the year
(842,147)
(725,715)
As at 31 December
3,368,699
2,262,457
Vested and exercisable at 31 December
–
–
Share options outstanding at the end of the year have the following expiry dates and exercise prices:
Expiry date
Exercise  
price
£
31 December  
2024
No.
31 December  
2023
No.
22 April 2021
21 April 2024
0.000
–
610,900
21 October 2021
11 October 2024
0.000
–
7,782
13 April 2022
13 April 2025
0.000
621,805
711,476
11 October 2022
11 October 2025
0.000
137,589
137,589
11 April 2023
11 April 2026
0.000
794,710
794,710
10 April 2024
10 April 2027
0.000
1,755,258
–
17 October 2024
17 October 2027
0.000
59,337
–
As at 31 December
3,368,699
2,262,457
Weighted average contractual life of options outstanding at end of year
1.62 years
1.4 years

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Corporate Governance
Financial Statements
Eurocell plc  Annual Report and Accounts 2024
Eurocell plc  Annual Report and Accounts 2024
160
161
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2024 
26  SHARE-BASED PAYMENTS CONTINUED
26(c)  Long-Term Incentive Plan (‘PSP’) continued
Fair value of options granted
The fair value at the grant date is determined using a form of the Black–Scholes model. 
The model inputs for options granted during the year end 31 December 2024 included:
2024
Tranche 1
Tranche 2
Options are granted for the consideration set at the inception of the scheme
Exercise price
0.001
0.001
Grant date
10 April 2024
17 October 2024
Expiry date
10 April 2027
17 October 2027
Share price at grant date
1.322
1.740
Expected price volatility of the Company’s shares
20.0%
20.0%
Expected dividend yield
4.0%
4.0%
Risk-free interest rate
3.9%
3.9%
The expected price volatility is based on the historical volatility (based on the remaining life of the options), adjusted for any expected 
changes to future volatility due to publicly available information.
The assessed fair value at grant date of the rights granted during the year ended 31 December 2024 were £1.17 and £1.54 per 
option, a weighted average of £1.18 (2023: £1.17). The closing share price on the 31 December 2024 was £1.71 (2023: £1.31).
26(d)  Expenses arising from share-based payment transactions
The total charge arising from share-based payment transactions recognised during the period as part of employee benefit expense 
was as follows:
2024
£m
2023
£m
Options issued under SAYE scheme
0.2
0.2
Deferred shares issued under the DSP scheme
0.6
0.3
Shares issued under the PSP scheme
0.7
0.3
1.5
0.8
27  CONTINGENT ASSETS AND LIABILITIES
The Group has entered into a cross-guarantee arrangement to cover the bank borrowings of all other Group companies in the event 
of default. As at 31 December 2024, the bank borrowings were £1.0 million (2023: £nil).
The Group had no other material contingent assets or liabilities (31 December 2023: £nil).
28  CAPITAL COMMITMENTS
The Group had capital commitments relating to property, plant and equipment of £3.3 million at the balance sheet date (2023: £1.9 million).
29  RETIREMENT BENEFITS
The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group  
in an independently administered fund. The pension cost represents contributions payable by the Group to the fund and amounted  
to £2.7 million (2023: £2.7 million). Contributions of £0.5 million were due to the scheme at 31 December 2024 (2023: £0.4 million).
30  RELATED PARTY TRANSACTIONS
The Group’s subsidiary undertakings are detailed in Note 37. The Group has taken advantage of the exemption from disclosing 
transactions with wholly-owned subsidiaries.
Transactions with key management personnel
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities 
of the Company, which is considered to be the Directors of the Company. The remuneration of key management personnel of the 
Group is disclosed on pages 90 to 111.
Other related party transactions
Kellmann Recruitment Limited is controlled by T Kelly, a close family member of M Kelly who was a Director of Eurocell plc until  
11 May 2023. The fees paid to Kellmann Recruitment Limited relate to recruitment services, and are agreed on an arms’ length basis, 
at rates that are consistent with other similar suppliers of recruitment services to the Group.
The following amounts were paid to Kellmann Recruitment Limited for services provided during the periods below, up to 11 May 2023:
2024
£000
2023
£000
Kellmann Recruitment Limited – recruitment services
–
103
There were no outstanding balances as at 31 December 2023 or 2024.
31  RECONCILIATION OF PROFIT AFTER TAX TO CASH GENERATED FROM OPERATIONS
2024
£m
2023
£m
Profit after tax1
10.5
9.6
Taxation (Note 11)
3.3
2.1
Finance expense (Note 10)
2.8
3.2
Operating profit
16.6
14.9
Adjustments for:
Depreciation of property, plant and equipment (Note 14)
9.6
9.3
Depreciation of right-of-use assets (Note 15)
14.4
13.7
Amortisation of intangible assets (Note 16)
1.3
1.7
Impairment of tangible and right-of-use assets
3.2
0.3
Loss on disposal of property, plant and equipment
0.4
–
Share-based payments
1.5
0.8
(Increase)/decrease in inventories
(0.5)
13.2
(Increase)/decrease in trade and other receivables
(3.4)
6.0
Increase/(decrease) in trade and other payables
3.7
(5.8)
Increase in provisions
0.4
0.1
Cash generated from operations
47.2
54.2
1	 Profit after tax for 2023 includes other income in relation to amounts received under the Group’s cyber insurance policy, net of excess paid of £0.4 million, in respect  
of the business interruption to the Group’s continuing trading activities as a result of a cyber incident in July and August 2022.

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Corporate Governance
Financial Statements
Eurocell plc  Annual Report and Accounts 2024
Eurocell plc  Annual Report and Accounts 2024
162
163
32  RECONCILIATION OF NET DEBT
1 January
2024
£m
Cash flows
£m
New leases
£m
Non-cash
movements1
£m
31 December
2024
£m
Cash and cash equivalents
0.4
–
–
–
0.4
Bank overdrafts
–
(3.0)
–
–
(3.0)
Lease liabilities
(58.6)
16.5
(16.9)
(0.4)
(59.4)
Borrowings
–
(1.0)
–
0.5
(0.5)
Total
(58.2)
12.5
(16.9)
0.1
(62.5)
1 January
2023
£m
Cash flows
£m
New leases
£m
Non-cash
movements1
£m
31 December
2023
£m
Cash and cash equivalents
5.1
(4.7)
–
–
0.4
Deferred consideration
0.8
(0.8)
–
–
–
Lease liabilities
(63.7)
15.6
(9.6)
(0.9)
(58.6)
Borrowings
(20.3)
21.0
–
(0.7)
–
Total
(78.1)
31.1
(9.6)
(1.6)
(58.2)
1	 Non-cash movements relate to the amortisation of arrangement fees in respect of the Group’s borrowings and finance charges accrued on leases.
31 December 2024
Current
assets
£m
Current
liabilities
£m
Non-current
liabilities
£m
Total
£m
Cash and cash equivalents
0.4
–
–
0.4
Bank overdrafts
–
(3.0)
–
(3.0)
Lease liabilities
–
(12.5)
(46.9)
(59.4)
Borrowings 
–
–
(0.5)
(0.5)
Total
0.4
(15.5)
(47.4)
(62.5)
31 December 2023
Current
assets
£m
Current
liabilities
£m
Non-current
liabilities
£m
Total
£m
Cash and cash equivalents
0.4
–
–
0.4
Lease liabilities
–
(12.9)
(45.7)
(58.6)
Total
0.4
(12.9)
(45.7)
(58.2)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2024 
33  EVENTS AFTER THE BALANCE SHEET DATE
In March 2025 the Group completed the acquisition of Alunet for consideration of £29 million on a debt/cash-free basis, comprising 
an initial payment of £22 million and deferred consideration of approximately £7 million payable in four annual instalments beginning  
in 2026. 
Additional contingent consideration of up to £6m may become payable, subject to an earnout mechanism, in four annual instalments 
beginning in 2026, based upon the EBITDA of Alunet in the preceding calendar year. The maximum of £6 million, if achieved, would 
result in a total consideration of £35 million.
Approximately £1 million of the initial consideration is in the form of ordinary shares in Eurocell plc and satisfied out of shares held  
in treasury, with the remainder payable in cash, funded from the Group’s existing £75 million revolving credit facility.
Also, on 19 March 2025, the Group approved a further share buyback programme of up to £5 million, to begin immediately.

Strategic Report
Corporate Governance
Financial Statements
Eurocell plc  Annual Report and Accounts 2024
165
Eurocell plc  Annual Report and Accounts 2024
164
COMPANY STATEMENT OF FINANCIAL POSITION
As at 31 December 2024
Note
2024
£m
2023
£m
Assets
Non-current assets
Investments
37
20.1
18.0
Total non-current assets
20.1
18.0
Current assets
Trade and other receivables
38
44.0
30.1
Deferred tax
39
0.6
0.2
Cash and cash equivalents
–
0.1
Total current assets
44.6
30.4
Total assets
64.7
48.4
Liabilities
Current liabilities
Trade and other payables
40
(0.4)
(0.1)
Total current liabilities
(0.4)
(0.1)
Non-current liabilities
Borrowings
41
(0.5)
–
Total non-current liabilities
(0.5)
–
Total liabilities
(0.9)
(0.1)
Net assets
63.8
48.3
Issued capital and reserves attributable to owners of the Company
Share capital
25
0.1
0.1
Share premium account
22.2
22.2
Treasury shares
25
(2.0)
(0.1)
Share-based payment reserve
2.3
1.1
Share buyback reserve
–
–
Retained earnings
41.2
25.0
Total equity
63.8
48.3
A separate Statement of Comprehensive Income for the Company is not presented, in accordance with Section 408 of the 
Companies Act 2006. The Company recognised a profit of £34.3 million in the year (2023: profit of £3.7 million), including dividend 
income received from Group companies of £34.0 million (2023: £5.3 million).
The Financial Statements on pages 164 to 172 were approved and authorised for issue by the Board of Directors on 19 March 2025 
and were signed on its behalf by:
Darren Waters	
Michael Scott
Chief Executive	
Chief Financial Officer
COMPANY STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2024
Share
capital
£m
Share
premium
account
£m
Treasury 
shares
£m
Share-based
payment
reserve
£m
Share
buyback
reserve
£m
Retained
earnings
£m
Total
equity
£m
Balance at 1 January 2024
0.1
22.2
(0.1)
1.1
–
25.0
48.3
Comprehensive income for the year
Profit for the year
–
–
–
–
–
34.3
34.3
Total comprehensive income  
for the year
–
–
–
–
–
34.3
34.3
Contributions by and  
distributions to owners
Exercise of share options
–
–
–
(0.1)
–
(0.2)
(0.3)
Share-based payments
–
–
–
1.3
–
0.8
2.1
Purchase of own shares
–
–
(1.9)
–
(12.4)
(0.2)
(14.5)
Cancellation of shares
–
–
–
–
12.4
(12.4)
–
Dividends paid
–
–
–
–
–
(6.1)
(6.1)
Total transactions with owners 
recognised directly in equity
–
–
(1.9)
1.2
–
(18.1)
(18.8)
Balance at 31 December 2024
0.1
22.2
(2.0)
2.3
–
41.2
63.8
Share
capital
£m
Share
premium
account
£m
Treasury 
shares
£m
Share-based
payment
reserve
£m
Share
buyback
reserve
£m
Retained
earnings
£m
Total
equity
£m
Balance at 1 January 2023
0.1
22.2
–
0.9
–
31.4
54.6
Comprehensive income for the year
Profit for the year
–
–
–
–
–
3.7
3.7
Total comprehensive income  
for the year
–
–
–
–
–
3.7
3.7
Contributions by and  
distributions to owners
Exercise of share options
–
–
0.6
(0.8)
–
0.2
–
Share-based payments
–
–
–
1.0
–
–
1.0
Purchase of own shares
–
–
(0.7)
–
–
–
(0.7)
Dividends paid
–
–
–
–
–
(10.3)
(10.3)
Total transactions with owners 
recognised directly in equity
–
–
(0.1)
0.2
–
(10.1)
(10.0)
Balance at 31 December 2023
0.1
22.2
(0.1)
1.1
–
25.0
48.3

Strategic Report
Corporate Governance
Financial Statements
Eurocell plc  Annual Report and Accounts 2024
167
Eurocell plc  Annual Report and Accounts 2024
166
NOTES TO THE COMPANY FINANCIAL STATEMENTS
For the year ended 31 December 2024
34  ACCOUNTING POLICIES (COMPANY)
Corporate information
Eurocell plc (the ‘Company’) is a publicly listed company limited by shares and is incorporated and domiciled in England, United 
Kingdom. The registered office is located in England, at the following address: Eurocell Head Office and Distribution Centre,  
High View Road, South Normanton, Alfreton, Derbyshire, DE55 2DT.
The Company is principally engaged as a holding company for its subsidiaries which are engaged in the extrusion of PVC window 
and building products to the new and replacement window market and the sale of building materials across the UK.
Basis of preparation
The principal accounting policies adopted in the preparation of the Financial Statements are set out below. The policies have been 
consistently applied to all the years presented, unless otherwise stated.
The Company has adequate resources to continue in operational existence for the foreseeable future and, as a result of this,  
the going concern basis has been adopted in preparing the Financial Statements (see below).
These Financial Statements have been prepared in accordance with Financial Reporting Standard 101, Reduced Disclosure 
Framework in conformity with the requirements of the Companies Act 2006 (‘FRS 101’) and the applicable legal requirements  
of the Companies Act 2006. 
These Financial Statements have been prepared under the historical cost convention in accordance with FRS 101 and the 
Companies Act 2006.
Going concern
The position of the Company mirrors that of the Eurocell Group. The Eurocell Group funds its activities through a £75 million Revolving 
Credit Facility, provided by Barclays, NatWest and Bank of Ireland, which matures in May 2027. The facility includes two key financial 
covenants, which are tested at 30 June and 31 December each year on a pre-IFRS 16 basis. These are that net debt should not 
exceed three times adjusted EBITDA (Leverage), and that adjusted EBITDA should be at least four times the interest charge on the 
debt (Interest Cover). Adjusted EBITDA is defined as operating profit before depreciation, amortisation and non-underlying items.  
See alternative performance measures (see page 136).
No covenants were breached during the year ended 31 December 2024. For the next measurement period, being 30 June 2025,  
and going forward, the Group expects to comply with its covenants.
In assessing going concern, the Directors have considered financial projections for the period to December 2026, which is consistent 
with the Board’s strategic planning horizons. These forecasts have been compiled based on the best estimates of the Group’s 
commercial and operational teams. This includes a severe but plausible ’Downside’ scenario, which reflects demand for the Group’s 
products being severely weakened.
In all scenarios tested, including sensitivities reducing sales forecasts to 10% below management’s estimates for the period 2025–26,  
key raw material prices increasing by 33% over that period and both scenarios combined. The Group operates with significant headroom 
on its RCF facility and remains compliant with its original covenants.
After reviewing the Group’s projected financial performance and financing arrangements, the Directors consider that the Group  
has adequate resources to continue operating and that it is therefore appropriate to continue to adopt the going concern basis  
in preparing these Financial Statements.
The going concern assessment performed is intrinsically linked to the Group’s financing arrangements and therefore letters of support 
have been provided from Eurocell plc to a number of Group companies, providing support over that individual Company’s future cash 
flows in the period. This letter covers the period up to 31 December 2026.
Changes in accounting policies and disclosures applicable to the Company
The Company adopted no new accounting standards in the year. See Note 1 for more details.
Investments in subsidiary undertakings
Investments in subsidiaries are stated at cost less provision for impairment. Eurocell plc provides letters of Group support to its 
subsidiary entities where required.
Financial assets
The Company’s financial assets comprise trade and other receivables and cash and cash equivalents in the balance sheet. The Company 
records all of its financial assets at amortised cost and has not classified any of its financial assets as fair value through profit and loss 
or other comprehensive income.
Financial assets are non-derivative assets with fixed or determinable payments that are not quoted in an active market. They arise 
principally through the provision of funding to Group companies, but also incorporate other types of contractual monetary asset. 
They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue and are 
subsequently carried at amortised cost using the effective interest rate method, less provision for impairment.
The Company applies the simplified approach to measuring expected credit losses, if the risk is deemed material, which uses  
a lifetime expected loss allowance for intra-group receivables.
Expected loss rates are derived based upon the payment profile of Group companies over a three-year period up to the reporting 
date, and the corresponding credit losses experienced. These rates are then adjusted to reflect current and forward-looking 
information on macroeconomic factors affecting the ability of Group companies to settle receivables, including GDP, the rate of 
unemployment, new housing starts, interest rates and household disposable income. Where the adjusted loss rates are different from 
the original estimate, there is an impact on the carrying value of amounts owed by Group undertakings and the amount credited or 
charged on a net basis to operating expenses within the Statement of Comprehensive Income. 
While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the identified impairment loss was immaterial.
Financial liabilities
The Company classifies its financial liabilities as other financial liabilities which include the following items:
•	 Bank borrowings which are initially recognised at fair value net of any transaction costs directly attributable to the issue of the 
instrument. Such interest-bearing liabilities are subsequently measured at amortised cost using the effective interest rate method, 
which ensures that any interest expense over the period to repayment is at a constant rate on the balance of the liability carried  
in the balance sheet. Further information is provided in Note 3
•	 Trade payables and other short-term monetary liabilities, which are initially recognised at fair value and subsequently carried  
at amortised cost using the effective interest method. 
Deferred taxation
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the balance sheet differs from  
its tax base, except for differences arising on:
•	 the initial recognition of goodwill; 
•	 the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction 
affects neither accounting nor taxable profit; and 
•	 investments in subsidiaries and jointly controlled entities where the Company is able to control the timing of the reversal of the 
difference and it is probable that the difference will not reverse in the foreseeable future.
Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against 
which the difference can be utilised.
The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting 
date and are expected to apply when the deferred tax liabilities/(assets) are settled/(recovered).
Deferred tax assets and liabilities are offset when the Company has a legally enforceable right to offset current tax assets and liabilities 
and the deferred tax assets and liabilities relate to taxes levied by the same tax authority on either:
•	 the same taxable Group company; or 
•	 different Group entities which intend either to settle current tax assets and liabilities on a net basis, or to realise the assets and 
settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected 
to be settled or recovered. 
Share capital
The Company’s ordinary shares are classified as equity instruments.
Treasury shares
Treasury shares are held by the Company and Company’s Employee Benefit Trust for the purpose of satisfying awards under the 
Group’s various share-based payment schemes.
The Employee Benefit Trust transactions are incorporated in accordance with Note 1. Shares are acquired from the market and are 
held in treasury until such time as they are issued to share scheme participants. Any shares not yet issued to employees at the end 
of the reporting period are shown as treasury shares in the Financial Statements. Shares issued to employees are recognised on a 
first-in first-out basis. Under the terms of the trust deed, the Group is required to provide the Trust with the necessary funding for the 
acquisition of the shares.
Dividends
Dividends are recognised when they become legally payable. In the case of interim dividends to equity shareholders, this is when 
paid. In the case of final dividends, this is when approved by the shareholders at the Annual General Meeting.
Further information regarding dividends is provided in Note 13.

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Financial Statements
Eurocell plc  Annual Report and Accounts 2024
Eurocell plc  Annual Report and Accounts 2024
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169
34  ACCOUNTING POLICIES (COMPANY) CONTINUED
FRS 101 exemptions
The following exemptions from the requirements of IFRS have been applied in the preparation of the Company Financial Statements, 
in accordance with FRS 101:
Paragraphs 45(b) and 46 to 52 of IFRS 2, Share-based Payment (details of the number and weighted-average exercise prices of 
share options, and how the fair value of goods or services received was determined).
•	 Paragraph 38 of IAS 1, Presentation of Financial Statements, comparative information requirements in respect of paragraph 79(a) 
(iv) of IAS 1;
•	 paragraph 73(e) of IAS 16 Property, Plant and Equipment; and 
•	 paragraph 118(e) of IAS 38 Intangible Assets (reconciliations between the carrying amount at the beginning and end of the period). 
The following paragraphs of IAS 1, Presentation of Financial Statements:
•	 10(d), (statement of cash flows); 
•	 10(f) (a statement of financial position as at the beginning of the preceding period when an entity applies an accounting policy 
retrospectively or makes a retrospective restatement of items in its Financial Statements, or when it reclassifies items in its Financial 
Statements); 
•	 16 (statement of compliance with all IFRS); 
•	 38A (requirement for minimum of two primary statements, including cash flow statements); 
•	 38B-D (additional comparative information); 
•	 40A-D (requirements for a third statement of financial position); 
•	 111 (cash flow statement information); and 
•	 134-136 (capital management disclosures). 
Paragraph 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors (requirement for the disclosure  
of information when an entity has not applied a new IFRS that has been issued but is not yet effective).
Paragraph 17 and 18A of IAS 24, Related Party Disclosures (key management compensation).
The requirements in IFRS 7 Financial Instruments: Disclosures.
The requirements in IAS 24, Related Party Disclosures to disclose related party transactions entered into between two or more 
members of a group.
35  CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The Company makes certain estimates and judgements regarding the future. Estimates and judgements are continually evaluated 
based on historical experience and other factors, including expectations of future events, that are believed to be reasonable under 
the circumstances. In the future, actual experience may differ from these estimates and judgements. There are no estimates and 
judgements that are considered to have a significant risk of causing material adjustment to the carrying amounts of assets and 
liabilities within the next financial year.
NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2024
36  EMPLOYEE BENEFITS EXPENSE
2024
£m
2023
£m
Staff costs (including Directors) comprise:
Wages and salaries
0.4
0.4
Social security costs
0.1
0.1
0.5
0.5
The average number of monthly employees was six (2023: six), all of whom are Directors of the Company.
Key management personnel compensation and Directors’ remuneration
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities 
of the Company, which is considered to be the Directors of the Company.
2024
£m
2023
£m
Emoluments
1.3
1.4
Share-based payments
–
0.5
Pension and other post-employment benefit costs
–
0.1
1.3
2.0
The emoluments are paid by Eurocell Group Limited. Directors’ remuneration is set out in the Remuneration Report on pages 90 to 111. 
Mark Kelly retired and was replaced as Chief Executive by Darren Waters in May 2023.
The highest paid Director received remuneration of £476,000 (2023: £412,000).
During the year, retirement benefits were accruing to two Directors in respect of defined contribution pension schemes (2023: three).
The value of contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £21,000 
(2023: £15,000).
During the current year, no share options were exercised by Directors of the Company (2023: 316,184 by two Directors). No options 
were exercised by the highest paid Director (2023: nil). No other shares were issued to Directors of the Company in either period.

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Financial Statements
Eurocell plc  Annual Report and Accounts 2024
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37  INVESTMENTS
Cost
Investments 
in subsidiary 
undertakings 
£m
Capital 
contribution 
to subsidiary 
companies 
£m
Total 
£m
At 31 December 2023
17.8
0.2
18.0
Addition
–
2.1
2.1
At 31 December 2024
17.8
2.3
20.1
Capital contribution to subsidiary companies reflects the fair value movement of share-based payments issued by the Company  
to employees who have provided services to subsidiary undertakings.
The subsidiaries of Eurocell plc, all of which have been incorporated in the United Kingdom, are included in these Consolidated 
Financial Statements, as follows:
Holding (and voting rights)
Name
Principal activity
2024
2023
Eurocell Holdings Limited*
Holding company
100%
100%
Eurocell Group Limited
Holding company
100%
100%
Eurocell Building Plastics Limited
Sale of building plastic materials
100%
100%
Eurocell Profiles Limited
Manufacture and sale of building plastic materials
100%
100%
Vista Panels Limited
Manufacture and sale of doors
100%
100%
Ecoplas Limited**
Recycler of PVC windows
100%
95%
Security Hardware Limited***
Dissolved
–
100%
Kent Building Plastics Limited
Dormant
100%
100%
Trimseal Limited
Dormant
100%
100%
S&S Plastics Limited
Dormant
100%
100%
Fairbrook Group Limited
Dormant
100%
100%
Fairbrook Limited
Dormant
100%
100%
Fairbrook Holdings Limited
Dormant
100%
100%
Eurocell Window Systems Limited
Dormant
100%
100%
Eurocell Plastics Limited
Dormant
100%
100%
Cavalok Building Products Limited
Dormant
100%
100%
Merritt Plastics Limited
Dormant
100%
100%
Merritt Engineering Limited
Dormant
100%
100%
Deeplas Limited
Dormant
100%
100%
Deeplas Building Plastics Limited
Dormant
100%
100%
Ampco 113 Limited
Dormant
100%
100%
*	 Directly held by Eurocell plc.
**	 On 22 April 2024, the Ecoplas Earnout on acquisition was settled resulting in the purchase of the remaining 5% shareholding for the consideration of £15,000.
***	The trade and assets of Security Hardware Limited were sold on 2 December 2022 and the company dissolved on 22 October 2024.
All of the above have a registered address of Eurocell Head Office and Distribution Centre, High View Road, South Normanton, 
Alfreton, Derbyshire, DE55 2DT.
The Company assesses that the recoverable amounts of these investments are supportable. Recoverable amounts have been 
determined from ‘value-in-use’ calculations which have been predicated on discounted pre-tax cash flow projections based on a 
three-year business plan approved by the Board. These projections are based on all available information and growth rates do not 
exceed growth rates achieved in prior periods.
All of the Company’s CGUs operate principally in the UK Repair, Maintenance and Improvements market, and all are funded through a 
combination of retained earnings and the Group’s Revolving Credit Facility. The strategic decision-making timeframe is also consistent 
across all CGUs. Consequently, the key assumptions detailed below are applied consistently across the Group’s entities:
2024
2023
Period on which management-approved forecasts are based (years)
3
3
Discount rate (pre-tax)
14%
12%
Profit growth rate in perpetuity
2%
2%
NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2024
38  TRADE AND OTHER RECEIVABLES
2024
£m
2023
£m
Prepayments and other debtors
0.3
0.9
Amounts owed by Group undertakings
43.7
29.2
Total trade and other receivables
44.0
30.1
Amounts owed by Group undertakings attract interest of 6.57% (2023: 6.08%) and are repayable on demand. The Company applies 
the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance for all financial assets.  
In measuring expected credit losses, receivables have been grouped based on shared characteristics and days past due. 
The Directors have assessed the risk of impairment of its amounts owed by Group undertakings as at 31 December 2024. After 
considering the projected future cash flows expected to arise in its subsidiary entities, the Directors believe that any provision over the 
amounts owed by Group undertakings are trivial.
39  DEFERRED TAX
2024
£m
2023
£m
At 1 January
0.2
0.3
Credit/(charged) to the Statement of Comprehensive Income
0.4
(0.1)
At 31 December
0.6
0.2
Deferred tax assets have been recognised in respect of all tax losses and other temporary differences giving rise to deferred tax 
assets where the Directors believe it is probable that these assets will be recovered. There are no unrecognised deferred tax assets. 
The vast majority of the deferred tax liability is expected to unwind over a period of greater than one year.
The movements in deferred tax assets and liabilities (prior to the offsetting of balances within the same jurisdiction as permitted by IAS 
12) during the year, together with amounts recognised in the Statement of Comprehensive Income and amounts recognised in Other 
Comprehensive Income are as follows:
Asset
2024
£m
Liability
2024
£m
Net
2024
£m
Statement of
Comprehensive
Income
2024
£m
Equity
2024
£m
Other temporary differences
0.6
–
0.6
0.4
–
Net tax assets
0.6
–
0.6
0.4
–
Asset
2023
£m
Liability
2023
£m
Net
2023
£m
Statement of
Comprehensive
Income
2023
£m
Equity
2023
£m
Other temporary differences
0.2
–
0.2
(0.1)
–
Net tax assets
0.2
–
0.2
(0.1)
–
Amounts within Other Comprehensive Income due to be settled in greater than one year are not material and therefore no further 
disclosure has been provided. Other temporary differences relate to the tax impact of share-based payment transactions expected  
to reverse within one to three years and tax losses deemed to be recoverable in future periods.
40  TRADE AND OTHER PAYABLES
2024
£m
2023
£m
Trade and other payables
0.4
0.1
Total current liabilities
0.4
0.1
Book values approximate to fair value at 31 December 2024 and 31 December 2023. Trade payables are non-interest-bearing and 
are generally settled on 30-60 day terms.

COMPANY INFORMATION
For the year ended 31 December 2024
Directors
Derek Mapp
Frank Nelson (resigned 16 May 2024)
Alison Littley
Kate Allum (resigned 31 July 2024) 
Will Truman
Iraj Amiri
Darren Waters
Michael Scott
Angela Rushforth (appointed 1 February 2024)
Registered Number
08654028
Registered Office
Eurocell Head Office and Distribution Centre
High View Road
South Normanton
Alfreton
Derbyshire
DE55 2DT
Independent Auditors
PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
One Chamberlain Square
Birmingham
B3 3AX
Bankers
Barclays Bank plc
1 Churchill Place
London
E14 5HP
National Westminster Bank plc
2 St Phillips Place
Birmingham
B3 2RB
Bank of Ireland
26 Cross Street
Manchester
M2 7AF
For more investor information
visit eurocell.co.uk/investors
Eurocell Head Office and Distribution Centre
High View Road
South Normanton
Alfreton
Derbyshire
DE55 2DT
Printed by a CarbonNeutral® Company certified to ISO 14001 environmental management system.
Printed on material from well-managed, FSC® certified forests and other controlled sources.
100% of the inks used are HP Indigo ElectroInk which complies with RoHS legislation and meets 
the chemical requirements of the Nordic Ecolabel (Nordic Swan) for printing companies, 95% of 
press chemicals are recycled for further use and, on average 99% of any waste associated with this 
production will be recycled and the remaining 1% used to generate energy. 
The paper is Carbon Balanced with World Land Trust, an international conservation charity, who 
offset carbon emissions through the purchase and preservation of high conservation value land. 
Through protecting standing forests, under threat of clearance, carbon is locked-in, that would 
otherwise be released. 
CBP00019082504183028
Strategic Report
Corporate Governance
Financial Statements
Eurocell plc  Annual Report and Accounts 2024
Eurocell plc  Annual Report and Accounts 2024
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173
41  BORROWINGS
The book value and fair value of borrowings are as follows:
Book value
2024
£m
Fair value
2024
£m
Book value
2023
£m
Fair value
2023
£m
Non-current
Bank borrowings unsecured
0.5
0.5
–
–
Total borrowings
0.5
0.5
–
–
Borrowings of £1.0 million were drawn down at 31 December 2024 (2023: £nil). The average drawdown on the facility during the year 
ended 31 December 2024 was £2.3 million (2023: £12.4 million). Total unamortised costs of £0.5 million as at 31 December 2024 
are presented as a deduction to borrowings. Total unamortised costs of £0.7 million as at 31 December 2023 are presented as a 
deduction to borrowings as no borrowings were drawn as at that date. 
The bank borrowings outstanding at 31 December 2024 are classified as non-current liabilities as they relate to committed facilities 
available to the Group until 2027. The book value and fair value are not considered to be materially different.
In May 2023, the Group completed a one-year extension to its £75 million multi-currency revolving unsecured credit facility, which 
now matures in 2027. The key terms of the facility remain unchanged. Following the extension of the facility in 2023, £0.2 million of 
costs were capitalised within borrowings and are being released to the Consolidated Statement of Comprehensive Income within 
finance expense over the period of the facility.
Interest is charged at an excess over base rate of between 1.5% and 2.5% per annum and is dependent upon the ratio of total net 
debt to consolidated EBITDA (on a pre-IFRS 16 basis).
All borrowings are denominated in Sterling.
Details of the Company’s banking covenants are given in Note 3.
42  RELATED PARTY TRANSACTIONS
Transactions with key management personnel
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities 
of the Group, which is considered to be the Directors of the Company and the Directors of the Group’s subsidiary companies.
The remuneration for key management personnel is disclosed on pages 90 to 111. The Group has taken advantage of the exemption 
from disclosing transactions with wholly-owned subsidiaries.
Other related party transactions
Kellmann Recruitment Limited is controlled by T Kelly, a close family member of M Kelly who was a Director of Eurocell plc until  
11 May 2023. The fees paid to Kellmann Recruitment Limited relate to recruitment services, and are agreed on an arms’ length basis, 
at rates that are consistent with other similar suppliers of recruitment services to the Group.
The following amounts were paid to Kellmann Recruitment Limited for services provided during the periods below, up to 11 May 2023:
2024
£m
2023
£m
Kellmann Recruitment Limited – recruitment services
–
103
There were no outstanding balances as at 31 December 2023 or 2024. 
NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2024

Eurocell plc
High View Road 
Alfreton 
Derbyshire 
DE55 2DT
eurocell.co.uk