REG - Marshalls PLC - Final Results
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RNS Number : 6746W Marshalls PLC 16 March 2026
16 March 2026
Full Year results for the 12 months ended 31 December 2025
Decisive actions undertaken to deliver a stronger, more profitable business
Marshalls plc, the diversified building products manufacturer and sustainable
solutions provider for the built environment, announces its results for the
year ended 31 December 2025.
Financial summary
£'M 2025 2024 Change
Revenue 632.1 619.2 2%
Adjusted results (Notes 1 and 2 below)
Adjusted EBITDA 85.0 97.8 (13%)
Adjusted operating profit 56.4 66.7 (15%)
Adjusted profit before tax 43.7 52.2 (16%)
Adjusted basic EPS - pence 13.4 16.0 (16%)
Adjusted annualised ROCE (%) 7.0 8.2 (1.2 ppts)
Final dividend (proposed) - pence 4.5 5.4 (17%)
Total dividend (proposed) - pence 6.7 8.0 (16%)
Pre-IFRS 16 net debt 137.9 133.9 3%
Reported results
Operating profit 32.0 53.9 (41%)
Profit before tax 17.7 39.4 (55%)
Basic EPS - pence 5.7 12.3 (54%)
Resilient in-line performance
· Group returned to revenue growth and delivered adjusted profit before tax
in-line with market expectations(1)
· Landscaping Products improvement plan delivered higher volumes and market
share gains despite subdued end markets, offset by targeted price investment
and a weaker product mix
o Strengthened customer relationships beginning to deliver, with 4% volume
growth outperforming a flat market
o Decisive actions taken to right-size capacity, optimise the network,
reduce portfolio complexity and tighten commercial practices to deliver
profitably at current levels of demand
o On track to deliver £11 million of annualised cost savings by the end of
2026
· Building Products delivered revenue growth of 4% with good performances in
Water Management and Mortars
o Good progress on strategic growth opportunities in Water Management
· Roofing Products revenue growth of 4% driven by c.32% growth in Viridian Solar
as it capitalised on new build energy efficiency regulations
Strong financial position supporting growth ambitions
· Robust balance sheet with year-end pre-IFRS16 net debt of £137.9 million and
leverage of 1.8 times pre-IFRS 16 adjusted EBITDA
· Adjusted operating cashflow conversion of 88% reflects disciplined working
capital management
· Successfully refinanced the £270 million facility in November with no change
in commercial terms, reinforcing the medium-term funding platform and
providing flexibility to continue executing the strategy at pace
Clear plan to intensify the execution of 'Transform & Grow'
· Greater discipline and focus on executing near-term priorities to build on
early progress
· Concentrating resources on the priorities that will improve margin, cash and
service outcomes by
o Being selective with the activities that we undertake
o Building an organisation focused on delivery
o Strengthening our commercial discipline
Current trading and outlook
· Market activity levels in the first two months of 2026 remained consistent
with the close of 2025, although they were affected by persistent rainfall.
· Against this backdrop, our priority for 2026 is the disciplined implementation
of the 'Transform & Grow' strategy. This will be underpinned by sharper
execution through intensifying our pace, tightening our focus and embedding
performance, ensuring teams throughout our businesses are aligned behind
priorities that will improve margin, cash and service outcomes.
· The Board is mindful of the conflict in the Middle East. However, in the
absence of clarity on the impact of the conflict on our end markets and cost
base, our expectations for the year remain unchanged and the Board is
confident of driving a material increase in profitability and returns over the
medium-term.
(1) Company compiled consensus for adjusted profit before tax for 2025 is
£43.5 million with a range of £42.0 million to £44.1 million.
Simon Bourne, Chief Executive Officer, commented:
"We have acted decisively to strengthen Marshalls' foundations as part of our
'Transform and Grow' strategy. These actions have resulted in a sharper focus
on execution with greater emphasis on delivery and commercial discipline
alongside more value-driven activity across the business. We are not simply
waiting for a cyclical recovery. As a result, the business has returned to
revenue growth while adjusted profit before tax was in line with the guidance
set out in July last year.
In Landscaping Products, we have made significant progress on our near-term
improvement plan and put the building blocks in place to support a material
increase in operating margins. In Roofing and Building Products, we have
continued to position the business to capture regulatory and
infrastructure-led demand.
Our strategic direction remains unchanged, and our immediate focus is on
executing against our plan with greater discipline, in order to deliver
sustainable, profitable growth over the medium term."
There will be a live presentation today at 10am at the offices of Peel Hunt
for analysts and investors, which will also be webcast live. The presentation
will be available for analysts and investors who are unable to view the
webcast live and can be accessed on Marshalls' website at www.marshalls.co.uk
(https://protect-eu.mimecast.com/s/zHWuCQnkphX8NoNHPS8Eb) . Users can register
to access the webcast using the following link:
https://brrmedia.news/MSLH_FY25 (https://brrmedia.news/MSLH_FY25)
Notes:
1. The results for the year ended December 2025 have been disclosed after adding
back adjusting items. These are set out in Note 4.
2. This Preliminary Announcement includes alternative performance measures
('APMs'), which are not defined or specified under the requirements of
International Financial Reporting Standards. The Board believes that these
APMs provide stakeholders with important additional information on the
Group. To support this, we have included an accounting policy note on APMs
in the Notes to this Preliminary Announcement, a glossary setting out the APMs
that we use, how we use them, an explanation of how they are calculated, and a
reconciliation of the APMs to the statutory results, where relevant. See
Notes 4 and 19 for further details.
Enquiries:
Marshalls plc
Simon Bourne Chief Executive Officer Marshalls plc +44 (0)1422 314777
Justin Lockwood Chief Financial Officer
Financial PR & media
James White Sodali & Co +44 (0) 78 5543 2699
Pete Lambie marshalls@client.sodali.com
Tilly Abraham
Chief Executive Officer's statement
Good strategic progress in subdued markets
2025 saw a continuation of the trends experienced in recent years with subdued
activity in UK housing and discretionary home improvement spending. Against
this backdrop, our strategic actions returned the Group to revenue growth for
the first time since 2022 and delivered adjusted operating profit in line with
revised expectations, reflecting disciplined trading and firm control of cash,
cost and capital allocation. Our diversified portfolio continues to provide
balance through the cycle, with Roofing and Building Products delivering
robust contributions, partially offsetting continued pressures in Landscaping
Products.
A core focus in 2025 has been the reset of our Landscaping business. Our
performance improvement plan is now delivering tangible progress, creating a
leaner and more agile operation that is better aligned to servicing current
demand levels. We accelerated the optimisation of the manufacturing network
and overhead base, delivering c.£3 million of cost savings in-year, and
remain on track to achieve £11 million of annualised savings by the end of
2026. We also reduced portfolio complexity and working capital intensity,
cutting the SKU count by 30% while strengthening commercial discipline through
tighter pricing and discount governance with a clearer "good-better-best"
product architecture.
Alongside these self-help actions in Landscaping, our other business units
underline the value of our diversified portfolio and our three growth engine
businesses increase our exposure to regulation-led and infrastructure-driven
demand.
Marley has faced a more challenging trading and operational backdrop, with
mixed demand and shifting supply dynamics in certain categories. In response,
we have prioritised protection of margins and service levels through
commercial discipline, while progressing targeted investment to strengthen
manufacturing efficiency and resilience. Viridian Solar performed strongly as
regulation-led adoption of solar in new build continued to mature. We are
focused on protecting and extending Viridian Solar's leadership position as
the market evolves.
In Water Management, we have made good progress in strengthening service
levels and building our position in infrastructure-led demand in support of
AMP8, investing in capability and customer engagement to convert a growing
design and project pipeline into orders as activity ramps up through 2026.
In Bricks & Masonry, market conditions remained challenging, with demand
recovery in new build slower than anticipated and excess industry capacity
resulting in a highly competitive trading environment. In response, we have
moderated discretionary activity within the business - pausing elements of our
market advocacy programme - while maintaining focus on core operational
efficiency.
Looking ahead, the Group's 'Transform & Grow' strategy remains unchanged
and is expected to deliver sustainable, profitable growth over the
medium-term. In the near term, we are sharpening execution: acting with
purpose, and concentrating resources on those priorities that will improve
margin, cash and service outcomes. With the steps taken in 2025, we have
entered 2026 with stronger operational foundations and a clearer focus on
delivery in current markets, with any material market recovery being
incremental to our planning assumptions.
Strategy update
'Transform & Grow' is the Group's strategy to strengthen performance
through the cycle and deliver sustainable, profitable growth. In the near
term, UK construction demand remains subdued, and the timing of recovery is
uncertain. In this context, our focus is firmly on disciplined execution and
assuring near-term outcomes. The Board is committed to this strategy with an
increased emphasis on performance today. We are therefore refining priorities,
reducing the scope of activities that are unlikely to translate quickly into
improved profitability, and reallocating focus and capital to those parts of
the portfolio best positioned to deliver earnings progression.
The organisation will have a flatter structure to improve accountability, with
clear frames of reference to deliver more agile and faster decision making.
We will strengthen our commercial discipline through improved visibility of
financial performance levers and modified incentive plans, underpinned by a
commercial training academy. All strategic investments will be aligned to
business unit priorities and value creation.
Landscaping Products
Marshalls Landscaping is a market leader operating a distinctive national,
specification-led, sales model across commercial, infrastructure and
residential end markets. In 2025, the Group operated in a challenging
environment characterised by subdued demand, industry overcapacity and
heightened customer focus on value engineering. In response, we took
decisive action to reset the business for sustainable profitability. Our
strategic priority remains unchanged - to maximise the value of our
specification-pull model - but with a sharper focus on margin recovery, cost
discipline and operational alignment to market demand.
During the year, we strengthened customer relationships, simplified the
operating model, reduced structural costs and aligned capacity more closely to
market requirements. These actions supported a return to volume growth, with
volumes up 4% in a flat market, reflecting early market share gains. This was
achieved through targeted price investment and a deliberate focus on
rebuilding customer confidence, albeit alongside a weaker product mix, as
demand shifted towards lower-margin categories. While this combination
resulted in a material reduction in profitability in 2025, the actions taken
were deliberate and foundational, positioning the business to rebuild margins
as volumes and mix improve.
We remain confident in the medium-term margin potential of the business, with
an adjusted operating margin of at least 12% being achievable. The building
blocks to deliver this outcome are now firmly in place. Cost reduction
programmes implemented in 2025 will deliver annualised cost base savings of
£11 million, with £3 million realised in-year and the remaining £8 million
to be delivered in 2026. Further efficiency opportunities continue to be
identified across the network.
Our specification-led commercial pipeline was reinvigorated during the year,
with an increased intake of higher-value projects expected to translate into
despatches from 2026. New product launches planned for H1 2026 will strengthen
our mid-range portfolio, supporting improved mix and margin progression. The
business has been reshaped to improve profitability at current levels of
demand, while retaining capacity flexibility to support higher volumes in a
capital-efficient way. As demand recovers, disciplined pricing, improved mix
and operational leverage are expected to drive further improvement in
profitability. The business is well positioned to deliver an improved
financial performance in 2026, underpinned by cost savings and improving mix
dynamics.
Marley Roofing
Marley is the market leader in roofing products, with an unrivalled range
spanning concrete and clay tiles, roofing accessories, timber battens and
integrated solar systems. Market conditions softened in the second half of
2025, reflecting reduced confidence across both new build and RMI markets. At
the same time, structural shifts in demand are reshaping the new build mix:
the increasing adoption of solar under Part L is reducing demand for
traditional roof tiles, while additional industry capacity has increased
competitive intensity in concrete tiles. Against this backdrop, Marley
remained focused on margin protection, service performance and disciplined
trading.
Our clay tile range gained market share during the year as pricing normalised
following the stabilisation of gas costs, narrowing the price premium to
concrete tiles. While overall tile volumes remain influenced by end-market
softness and rising solar penetration, we expect clay to continue to perform
comparatively well within the evolving market mix in 2026, reinforcing the
product's position as an attractive, sustainable growth area within the
portfolio.
Under 'Transform & Grow', Marley's strategic focus is to strengthen share
in its roofing heartlands while driving growth in adjacencies. This is being
delivered through the accelerated rollout of the full roof offer, deeper
customer partnerships and continued investment in specification-led selling.
Operational self-help remains a key enabler, with targeted capital investment
underway to modernise certain concrete tile manufacturing lines, improve
productivity and reinforce service resilience.
Looking ahead, we expect supply conditions to remain competitive, with new
capacity partially offset by the decommissioning of older assets elsewhere in
the market. Our focus in 2026 is on maintaining and selectively growing market
share, unlocking incremental revenue in targeted geographies, leveraging
investment in digital capability, and further improving manufacturing
efficiency to support returns through the cycle.
Viridian Solar
Viridian Solar is the UK market leader in roof-integrated solar for pitched
roofs and supplies its products principally into new build housing. Under
our 'Transform & Grow' strategy, Viridian Solar's strategic priority is to
leverage regulatory tailwinds to accelerate growth. Our focus is to protect
and extend market leadership as solar adoption increases and we will achieve
this through continued investment in product development and customer service;
strengthening partnerships with national and regional housebuilders; and
ensuring we have the operational capacity and supply chain resilience to
deliver reliably at scale.
The regulatory backdrop was very supportive in 2025 with the transition to the
2021 update of Part L of the building regulations driving increased solar
adoption by housebuilders. Viridian Solar's market-leading product performed
strongly in this growing market, benefitting from its product and service
features including human rights assurance, and revenue increased year-on-year
by 32%. In addition, ArcBox, the business' patented solar fire safety
product, performed strongly growing volumes in the UK by around 35% to £2
million and increasing sales to international markets by around 160%.
We estimate that the majority of homes built by December 2025 were under the
new version of Part L and that the ramp-up in activity levels is now nearing
completion. As a result, market growth and Viridian Solar's revenue growth
is expected to moderate throughout 2026. In the near-term we are focussed on
accelerating growth in sales of ArcBox, with a new European sales team to be
established in 2026 and maintaining our market share of roof-integrated
solar. Looking further ahead, we await the publication of the Future Homes
Standard, which has the potential to significantly grow Viridian Solar's
addressable market in the UK.
Water Management
Marshalls Water Management has a leading position in residential wastewater
and surface water drainage, supported by a nationwide manufacturing and
distribution network. Our strategic priority is to shift the business toward
infrastructure-led demand, increasing our exposure in regulated water
investment, transport and energy markets. Good progress was made in 2025,
with revenue growth driven by improved availability, higher service levels and
strong execution in core residential markets, alongside early success pivoting
towards infrastructure end markets. Capacity was scaled up through targeted
investment in curing systems, expanded shift patterns and process
simplification.
AMP8 represents a step-change in water sector investment, with planned
expenditure, across the cycle, expected to more than double compared to the
industry's previous spending plan. To capture this opportunity, we have
strengthened our position through key framework agreements and invested in
engineering and design capability, enabling earlier engagement with customers
and specifiers. The focus now is execution. We expect the project design
pipeline built in 2025 to convert into orders, with despatches weighted
towards the second half of 2026. Capital investment will be required to
support medium-term growth and is expected to be accommodated within the
previously guided range for the Group of between £20 million to £30 million
a year. The Board expects to consider a comprehensive business case in the
first half of 2026 to enable scalable, flexible capacity expansion.
Bricks and Masonry
Marshalls Bricks & Masonry is a leading supplier of lower-carbon concrete
bricks with nationwide coverage. Trading in 2025 reflected continued weakness
in new housing and elevated supply-side competition as clay bricks
manufacturers recommissioned capacity in the first half of the year.
However, disciplined pricing and cost control enabled gross margins to be
maintained.
Our conviction in the medium-term opportunity remains strong. With customer
and regulatory focus on embodied carbon expected to intensify, concrete bricks
offer a compelling alternative to traditional clay products. The strategic
priority is to accelerate adoption by broadening specification appeal and
increasing penetration with national and regional housebuilders. In 2026,
investment will continue to be tightly controlled, balancing readiness for
recovery with prudent capital allocation until activity levels in new housing
improve.
ESG progress
Carbon leadership remains embedded in our 'Transform & Grow' strategy,
with a focus on our commitment to being a responsible business and driving
competitive advantage. With our net-zero targets validated by the Science
Based Targets initiative (SBTi) and an overall Group ambition to reach net
zero by 2050, we continue to make progress on our carbon reduction journey by
strengthening the quality of our carbon data and disclosure through our newly
implemented ESG reporting software.
It is important that we continue to support informed decision-making by our
customers while meeting the growing demand for transparent, verifiable product
information and clear evidence of due diligence in our supply chain. This is
increasingly translating into direct customer value, whether it is extensive
mapping of our solar supply chain or our expanded range of Environmental
Product Declarations (EPDs) to support tender requirements and customer Scope
3 reporting needs.
Alongside decarbonisation, the Marshalls portfolio of businesses has a key
role to play in climate adaptation. Our water management and drainage
solutions in particular will play an important role in improving flood
resilience and effective water handling. We also maintain our focus on
responsible business practices, including human rights due diligence and
supplier improvement programmes as we scale high growth areas in our
international supply chains.
Financial and operational review
Group results
The Group's adjusted results are set out in the following table.
£'m 2025 2024 Change (%)
Revenue 632.1 619.2 2%
Adjusted net operating costs (575.7) (552.5) (4%)
Adjusted operating profit 56.4 66.7 (15%)
Adjusted net finance expenses (12.7) (14.5) 12%
Adjusted profit before taxation 43.7 52.2 (16%)
Adjusted taxation (9.7) (11.7) 17%
Adjusted profit after taxation 34.0 40.5 (16%)
Adjusted EPS - pence 13.4p 16.0p (16%)
Proposed full-year dividend - pence 6.7p 8.0p (16%)
Group revenue was £632.1 million (2024: £619.2 million), which is 2% higher
than 2024. This reflected growth of 4% in both Building and Roofing
Products, partially offset by a modest contraction of 1% in Landscaping
Products. Group adjusted operating profit was £56.4 million, which is
£10.3 million lower than 2024, reflecting a significant reduction in
profitability in Landscaping Products and a modest contraction in Building
Products partially offset by growth in Roofing Products. Group adjusted
operating margin decreased by 1.9 ppts to 8.9% (2024: 10.8%).
Adjusted net finance expenses were £12.7 million (2024: £14.5 million).
These expenses comprised financing costs associated with the Group's bank
borrowings of £11.3 million (2024: £12.5 million), IFRS 16 lease interest of
£2.0 million (2024: £1.7 million) and a pension related credit of £0.6
million (2024: £0.3 million charge). The reduction in adjusted net finance
expenses in 2025 reflects the impact of lower average drawn borrowings and
base rates, together with a net benefit from pension interest.
Adjusted profit before tax was £43.7 million (2024: £52.2 million). The
adjusted effective tax rate was 22% (2024: 22%), reflecting the UK headline
corporation tax rate partially offset by the benefit of a patent box
arrangement. Adjusted earnings per share was 13.4 pence (2024: 16.0 pence),
which is a 16% reduction year-on-year reflecting the weaker profitability.
A reconciliation of the Group's adjusted operating profit to profit before
taxation is set out in the following table.
£'m 2025 2024 Change (%)
Adjusted operating profit 56.4 66.7 (15%)
Adjusting items affecting operating profit (24.4) (12.8) (91%)
Operating profit 32.0 53.9 (41%)
Net finance expenses (12.7) (14.5) 12%
Adjusting items affecting finance expenses (1.6) - -
Profit before taxation 17.7 39.4 (55%)
EPS - pence 5.7p 12.3p (54%)
Reported profit before tax was £26.0 million lower than the adjusted result
at £17.7 million (2024: £39.4 million), reflecting the impact of the
adjusting items. On a reported basis, the effective tax rate is 18.6%.
Reported earnings per share was 5.7 pence (2024: 12.3 pence), which is lower
than the adjusted number due to the adjusting items and their tax effect.
The statutory operating profit is stated inclusive of adjusting items
affecting operating profit totalling £24.4 million as summarised in the
following table, further details are set out at Note 4.
£'m 2025 2024
Amortisation of intangible assets arising on acquisitions 10.3 10.4
Restructuring and impairment charges 14.1 -
Transformation costs - 2.5
Contingent consideration - 1.6
Significant property sales - (1.7)
Adjusting items within operating profit 24.4 12.8
Adjusting items within net finance expenses 1.6 -
Adjusting items within profit before taxation 26.0 12.8
Adjusting items in 2025 totalled £26.0 million (2024: £12.8 million).
Adjusting items within operating profit were £24.4 million (2024: £12.8
million) and comprised non-cash amortisation of intangible assets arising on
acquisitions of £10.3 million (2024: £10.4 million) and restructuring and
impairment charges of £14.1 million (2024: £nil) arising from a partial site
closure and other cost reduction actions. In total, adjusting items comprise
non-cash charges of £18.6 million and cash costs of £7.4 million, of which
£3.7 million was settled in 2025. Adjusting items within net finance
expenses were £1.6 million (2024: £nil), relating to the write-off of
unamortised bank arrangement fees consequent to the renewal of the Group's
banking facilities.
Further details of the adjusting items arising in 2025 are set out in Note 4.
Segmental performance
The adjusted operating profit is analysed between the Group's reporting
segments as follows:
£'m 2025 2024 Change (%)
Landscaping Products 0.6 10.7 (94%)
Building Products 13.0 14.1 (8%)
Roofing Products 50.2 49.4 2%
Central costs (7.4) (7.5) (1%)
Adjusted operating profit 56.4 66.7 (15%)
Landscaping Products
Landscaping Products derives 43% of its revenues from commercial &
infrastructure end markets, 28% from new housing and 29% from housing RMI.
£'m 2025 2024 Change (%)
Revenue 265.8 268.3 (1%)
Segment operating profit 0.6 10.7 (94%)
Segment operating margin % 0.2% 4.0% (3.8ppts)
The segment delivered revenue of £265.8 million (2024: £268.3 million) a
reduction of 1% year on year, reflecting continued market weakness in the
segment's end markets. This performance comprised volume growth of 4%,
offset by price investment of 1% and a negative mix impact of 4%, as customers
increasingly favoured lower-margin products. This resulted in market-share
gain in 2025.
Segment operating profit reduced to £0.6 million (2024: £10.7 million),
primarily driven by the targeted price investment, an adverse mix effect and
cost inflation, alongside weaker manufacturing efficiency in UK-quarried
natural stone processing. This was partially offset by the benefit of volume
growth and cost savings from restructuring actions. These factors resulted
in segment operating margins reducing by 3.8 percentage points to 0.2%.
We responded swiftly to the reduction in profitability, accelerating a
comprehensive performance improvement programme. Restructuring actions taken
in 2025 are expected to deliver £11 million of annualised cost savings,
including the exit from UK quarried natural stone processing, with around £3
million being realised in the year. These actions materially reduce the
fixed cost base and improve operational flexibility, enabling the Group to
deliver its national, specification-driven model more efficiently. The
business is well positioned to deliver an improved financial performance in
2026 underpinned by cost savings and improving mix dynamics.
Building Products
Building Products generates 65% of its revenues from new housing, 31% from
commercial & infrastructure, with the balance being derived from housing
RMI.
£'m 2025 2024 Change (%)
Revenue 172.0 164.6 4%
Segment operating profit 13.0 14.1 (8%)
Segment operating margin % 7.6% 8.6% (1.0ppts)
Revenue increased by 4% driven by strong delivery in our Water Management and
Mortars business units partially offset by a contraction in revenue in Bricks
& Masonry. Our Water Management business performed strongly, delivering
growth through successful commercial execution in both its core housing
markets and the wider infrastructure sector, supported by improvements in
stock availability and service levels. In Mortars, we have benefited from a
strong service proposition and relatively modest build rates on housing
developments that favour our ready-to-use mortars. Brick revenues contracted
in a competitive market as we maintained a disciplined pricing strategy,
choosing to protect margin rather than chase volume at lower prices.
Segment operating profit decreased by 8% to £13.0 million, with segment
operating margin reducing by 1.0 ppts to 7.6%. Profitability improved in Water
Management, reflecting higher volumes and an improved mix, and in Aggregates
through improved pricing and operational efficiency. These improvements were
more than offset by a decline in Bricks due to lower volumes and weaker fixed
cost absorption. Mortars profitability reduced modestly despite stronger
volumes, as cost increases relating to renewal of the logistics fleet were not
fully recovered through price. In addition, the segment received lower
levels of property income than that generated in recent years.
Roofing Products
Approximately 51% of revenues in this segment are generated from new housing
and around 39% from housing RMI, with the balance generated from commercial
and infrastructure end markets.
£'m 2025 2024 Change (%)
Revenue 194.3 186.3 4%
Segment operating profit 50.2 49.4 2%
Segment operating margin % 25.8% 26.5% (0.7ppts)
Revenue in this reporting segment increased by 4% year on year to £194.3
million. The improved performance was driven principally by Viridian Solar,
which delivered revenue growth of 32% for the year, offsetting a modest
revenue reduction from Marley. Viridian Solar revenue growth was driven by
the continued adoption of its market-leading integrated solar systems by
national housebuilders in response to the Part L (2021) building regulations
that require higher levels of energy efficiency in new homes. We estimate
that by December 2025 the majority of new houses completed were built to the
new regulations and that growth in 2026 will be more modest and will moderate
through the year.
Segment operating profit increased to £50.2 million (2024: £49.4
million), delivering a strong operating margin of 25.8% (2024: 26.5%). This
reflected increased profitability from Viridian Solar driven by strong volume
growth while maintaining pricing discipline. This was offset by a lower
contribution from Marley, where profitability was affected by several factors.
During the year, the business experienced short-term operational disruption as
it executed planned changes to improve manufacturing processes. This reduced
stock availability and manufacturing efficiency in certain product categories,
which had an associated effect on revenue. In addition, shifting market
dynamics reduced volumes in other categories. Targeted capital investment to
improve efficiency and resilience across Marley's core manufacturing lines is
underway and will remain a key focus in 2026, supporting a shift to a more
efficient production process and helping to maintain returns across a range of
market conditions.
Balance sheet, cash flow and funding
A summary of the Group's capital deployment and net assets is set out below.
December December
£'m 2025 2024
Goodwill 324.4 324.4
Intangible assets 206.0 217.8
Property, plant & equipment and right-of-use assets 262.6 267.2
Net working capital 99.4 86.9
Net pension asset 24.9 24.1
Deferred tax (78.4) (81.6)
Other net balances (6.2) (8.2)
Total capital employed 832.7 830.6
Pre-IFRS 16 net debt (137.9) (133.9)
Leases (39.1) (35.4)
Net assets 655.7 661.3
Total capital employed at December 2025 was £832.7 million, an increase of
£2.1 million year-on-year. The movement reflects the settlement of the final
Viridian Solar contingent consideration payment of £6.6 million and a higher
investment in working capital. Net working capital increased by £12.5
million, principally due to a reduction in trade and other payables. This was
mitigated by modest reductions in inventories and trade and other receivables,
reflecting continued discipline in cash collection which reduced debtor days
and a reduction of inventories held in Landscaping products. Offsetting
movements included the amortisation of acquired intangibles and a reduction in
property, plant and equipment consistent with lower capital expenditure.
The balance sheet value of the Group's defined benefit pension scheme ('the
Scheme') was a surplus of £24.9 million (2024: £24.1 million). The amount
has been determined by the Scheme's pension adviser using appropriate
assumptions which are in line with current market expectations. The fair value
of the scheme assets at 31 December 2025 was £225.8 million (2024: £228.3
million) and the present value of the scheme liabilities is £200.9 million
(2024: £204.2 million). The total gain recorded in the Statement of
Comprehensive Income net of deferred taxation was £0.1 million (2024: £10.0
million). The last formal actuarial valuation of the defined benefit pension
scheme was undertaken on 5 April 2024 and resulted in a surplus of
approximately £15 million, on a technical provisions basis, which was a
funding level of 107%. The Company has agreed with the Trustee that no cash
contributions are payable under the current funding and recovery plan. The
next actuarial valuation will be undertaken as at 5 April 2027.
Adjusted return on capital employed ('ROCE') was 7.0% (2024: 8.2%). Adjusted
ROCE is targeted to increase in the medium term to around 15% as the Group
benefits from operational leverage driven by the execution of its strategy and
a recovery in market conditions.
Operating cash flow conversion in 2025 was 88% of adjusted EBITDA (2024: 106%)
which demonstrates the consistently strong cash generative nature of the
Group's businesses. The proactive management of working capital and capital
expenditure supported continued strong cash generation. However, adjusted
pre-IFRS 16 net debt increased by £4.0 million to £137.9 million at 31
December 2025 (2024: £133.9 million). The year-on-year movement principally
reflects lower EBITDA, larger finance cost payments, and higher working
capital. Net debt was also affected by increased capital expenditure and cash
outflows associated with adjusting items, including the final contingent
consideration payment in respect of Viridian Solar and cash restructuring
costs.
In November 2025, the Group successfully refinanced its core banking
facilities with a new £270 million syndicated facility, extending the
maturity profile. At 31 December 2025, the Group had significant available
headroom against committed facilities (including an undrawn revolving credit
facility of £125 million), providing capacity to fund strategic and
operational plans. Adjusted pre-IFRS 16 net debt to EBITDA was 1.8 times
(2024: 1.5 times) and the Group remained comfortably compliant with all
covenant requirements at the year end.
Dividend
The Group maintains a dividend policy of distributions being covered twice by
adjusted earnings. The Board has proposed a final dividend of 4.5 pence per
share, which, taken together with the interim dividend of 2.2 pence per share,
would result in a pay-out in respect of 2025 of 6.7 pence (2024: 8.0 pence).
This is in-line with the Group policy and represents a year-on-year reduction
of 16.3%, driven by weaker profitability. The dividend will be paid on 1 July
2026 to shareholders on the register at the close of business on 5 June 2026.
The shares will be marked ex-dividend on 4 June 2026.
Outlook
Market activity levels in the first two months of 2026 remained consistent
with the close of 2025, although they were affected by persistent rainfall.
Against this backdrop, our priority in 2026 is the disciplined implementation
of 'Transform & Grow' to drive improved operating margins and strong cash
generation, supported by tight control of our costs, working capital and
capital expenditure. This will be underpinned by sharper execution through
tightening our focus, intensifying our pace and improving performance,
ensuring teams throughout our businesses are aligned behind priorities that
will improve margin, cash and service outcomes.
The Board is mindful of the conflict in the Middle East. However, in the
absence of clarity on the impact of the conflict on our end markets and cost
base, our expectations for the year remain unchanged and the Board is
confident of driving a material increase in profitability and returns over the
medium-term.
Simon Bourne
Chief Executive Officer
Condensed consolidated income statement
For the year ended 31 December 2025
Notes Audited Audited
Year ended Year ended December 2024
December
2025
£'m £'m
Revenue 2 632.1 619.2
Net operating costs 3 (600.1) (565.3)
Operating profit 2 32.0 53.9
Net finance expenses 5 (14.3) (14.5)
Profit before tax 17.7 39.4
Income tax expense 6 (3.3) (8.4)
Profit for the financial year 14.4 31.0
Earnings per share
Basic 7 5.7p 12.3p
Diluted 7 5.6p 12.2p
Dividend
Proposed full year dividend - pence per share 8 6.7p 8.0p
A reconciliation of the Group's statutory results to the adjusted results is
set out below.
Audited Audited
Year ended Year ended December 2024
December
2025
Notes £'m £'m
Operating profit
Operating profit 32.0 53.9
Adjusting items 4 24.4 12.8
Adjusted operating profit 56.4 66.7
Profit before tax
Profit before tax 17.7 39.4
Adjusting items 4 26.0 12.8
Adjusted profit before tax 43.7 52.2
Profit after tax
Profit for the financial period 14.4 31.0
Adjusting items (net of tax) 4 19.6 9.5
Adjusted profit after tax 34.0 40.5
Earnings per share after adding back adjusting items
Basic 7 13.4p 16.0p
Diluted 7 13.3p 16.0p
Condensed consolidated statement of comprehensive income
For the year ended 31 December 2025
Audited Audited
Year ended Year ended December
December 2024
2025
Notes £'m £'m
Profit for the financial year 14.4 31.0
Other comprehensive income/(expense)
Items that will not be reclassified to the Income Statement:
Re-measurements of the net defined benefit surplus 0.2 13.4
Deferred tax arising (0.1) (3.4)
Total items that will not be reclassified to the Income Statement 0.1 10.0
Items that are or may in the future be reclassified to the Income Statement:
Effective portion of changes in fair value of cash flow hedges 0.1 1.6
Fair value of cash flow hedges transferred to the Income Statement (1.1) (2.4)
Deferred tax arising 0.2 0.2
Exchange difference on retranslation of foreign currency net investment (0.2) 0.2
Total items that are or may be reclassified to the Income Statement (1.0) (0.4)
Other comprehensive income/(expense) for the year, net of income tax (0.9) 9.6
Total comprehensive income for the year 13.5 40.6
Condensed consolidated balance sheet
As at 31 December 2025
Audited Audited
December December
2025 2024
Notes £'m £'m
Assets
Non-current assets
Goodwill 9 324.4 324.4
Intangible assets 10 206.0 217.8
Property, plant and equipment 11 223.9 234.8
Right-of-use assets 38.7 32.4
Employee benefits 12 24.9 24.1
Deferred taxation assets 0.7 2.1
818.6 835.6
Current assets
Inventories 137.2 138.2
Trade and other receivables 79.6 80.8
Cash and cash equivalents 4.9 18.9
Assets classified as held for sale 0.9 1.5
Derivative financial instruments 0.2 1.1
222.8 240.5
Total assets 1,041.4 1,076.1
Liabilities
Current liabilities
Trade and other payables 117.3 132.1
Corporation tax 2.2 4.2
Lease liabilities 13 5.6 5.7
Provisions - 6.6
125.1 148.6
Non-current liabilities
Lease liabilities 13 33.5 29.7
Interest-bearing loans and borrowings 14 142.8 152.8
Provisions 5.2 -
Deferred taxation liabilities 79.1 83.7
260.6 266.2
Total liabilities 385.7 414.8
Net assets 655.7 661.3
Equity
Capital and reserves
Called-up share capital 63.2 63.2
Share premium & merger reserve 341.6 341.6
Capital redemption reserve & consolidation reserve (137.7) (137.7)
Other reserves (0.4) 0.5
Retained earnings 389.0 393.7
Total equity 655.7 661.3
Condensed consolidated cash flow statement
For the year ended 31 December 2025
Audited Audited
Year ended Year ended
December December
2025 2024
Notes £'m £'m
Cash generated from operations 17 64.0 97.3
Finance expenses paid (16.1) (11.7)
Income tax paid (9.0) (8.8)
Net cash flow from operating activities 17 38.9 76.8
Cash flows from investing activities
Proceeds from sale of property, plant and equipment 0.8 4.4
Acquisition of subsidiary undertaking - (2.6)
Acquisition of property through corporate structure (2.9) -
Acquisition of property, plant and equipment (13.1) (9.2)
Acquisition of intangible assets (0.5) (2.4)
Net cash flow from investing activities (15.7) (9.8)
Cash flows from financing activities
Payments to acquire own shares (0.9) (1.4)
Repayment of borrowings (42.1) (80.0)
New loans 32.1 25.0
Cash payment for the principal portion of lease liabilities (6.9) (5.3)
Equity dividends paid (19.2) (21.0)
Net cash flow from financing activities (37.0) (82.7)
Net (decrease) in cash and cash equivalents (13.8) (15.7)
Cash and cash equivalents at the beginning of the 18.9 34.5
year
Effect of exchange rate fluctuations (0.2) 0.1
Cash and cash equivalents at the end of the year 4.9 18.9
Condensed consolidated statement of changes in equity
for the year ended 31 December 2025
Share capital Share premium & Capital redemption & Other reserves* Retained earnings Total
merger reserve
consolidation reserves
£'m £'m £'m £'m £'m £'m
At 1 January 2025 63.2 341.6 (137.7) 0.5 393.7 661.3
Total comprehensive
income/(expense) for the
period
Profit for the financial period - - - - 14.4 14.4
Other comprehensive
income/(expense)
Foreign currency - - - (0.2) - (0.2)
translation differences
Effective portion of changes - - - 0.1 - 0.1
in fair value of cash flow
hedges
Net change in fair value of - - - (1.1) - (1.1)
cash flow hedges transferred
to the Income Statement
Deferred tax arising - - - 0.2 - 0.2
Defined benefit plan actuarial - - - - 0.2 0.2
gain
Deferred tax arising - - - - (0.1) (0.1)
Total other comprehensive - - - (1.0) 0.1 (0.9)
income/(expense)
Total comprehensive - - - (1.0) 14.5 13.5
income/(expense) for the
period
Transactions with owners
Share-based payments - - - - 1.0 1.0
Dividends to equity shareholders - - - - (19.2) (19.2)
Purchase of own shares - - - (0.9) - (0.9)
Own shares issued under - - - 1.0 (1.0) -
share scheme
Total contributions by and - - - 0.1 (19.2) (19.1)
distributions to owners
At 31 December 2025 63.2 341.6 (137.7) (0.4) 389.0 655.7
Note*: Other reserves include own shares, hedging reserve and foreign exchange
reserve.
Condensed consolidated statement of changes in equity
for the year ended 31 December 2024
Share capital Share premium & Capital redemption & Other reserves* Retained earnings Total
merger reserve
consolidation reserves
£'m £'m £'m £'m £'m £'m
At 1 January 2024 63.2 341.6 (137.7) 1.1 373.1 641.3
Total comprehensive
income/(expense) for the
period
Profit for the financial period - - - - 31.0 31.0
Other comprehensive
income/(expense)
Foreign currency - - - 0.2 - 0.2
translation differences
Effective portion of changes - - - 1.6 - 1.6
in fair value of cash flow
hedges
Net change in fair value of - - - (2.4) - (2.4)
cash flow hedges transferred
to the Income Statement
Deferred tax arising - - - 0.2 - 0.2
Defined benefit plan actuarial - - - - 13.4 13.4
loss
Deferred tax arising - - - - (3.4) (3.4)
Total other comprehensive - - - (0.4) 10.0 9.6
income/(expense)
Total comprehensive - - - (0.4) 41.0 40.6
income/(expense) for the
period
Transactions with owners
Share-based payments - - - - 1.8 1.8
Dividends to equity shareholders - - - - (21.0) (21.0)
Purchase of own shares - - - (1.4) - (1.4)
Own shares issued under - - - 1.2 (1.2) -
share scheme
Total contributions by and - - - (0.2) (20.4) (20.6)
distributions to owners
At 31 December 2024 63.2 341.6 (137.7) 0.5 393.7 661.3
Note*: Other reserves include own shares, hedging reserve and foreign exchange
reserve.
Notes to the condensed consolidated financial statements
For the year ended 31 December 2025
1. Basis of preparation
The condensed consolidated financial information, which comprises the income
statement, statement of comprehensive income, balance sheet, statement of
changes in equity, cash flow statement and related notes, is derived from the
Company's Financial Statements for the year ended 31 December 2025, which have
been prepared in accordance with International Financial Reporting Standards
("IFRS") and those parts of the Companies Act 2006 applicable to companies
reporting under IFRS. It does not constitute full Financial Statements with
the meaning of section 434 of the Companies Act 2006.
Statutory Financial Statements for 2024 have been delivered to the Registrar
of Companies and those for 2025 will be delivered following the Company's
Annual General Meeting. The auditor, Deloitte LLP, has reported on those
Financial Statements. The audit reports were unqualified, did not draw
attention to any matters by way of emphasis without qualifying the reports and
did not contain statements under Section 498(2) or (3) of the Companies Act
2006.
The accounting policies used in completing this financial information have
been applied consistently in all periods shown and are set out in detail in
the Annual Report for the year ended 31 December 2025 which can be found on
the Group's website (www.marshalls.co.uk (http://www.marshalls.co.uk) ).
The Group operates a formal risk management process, the details of which are
set out on pages 54 to 56 of the Annual Report for the year ended 31 December
2025. The risks assessed in preparing Preliminary Announcement are
consistent with those set out on pages 57 to 64 of the Annual Report and an
update on those risks is set out at Note 20 of this report.
Going concern
In assessing the appropriateness of adopting the going concern basis in the
preparation of this Preliminary Announcement, the Board has considered the
Group's financial forecasts and its principal risks for a period of at least
twelve months from the date of this report. The forecasts included projected
profit and loss, balance sheet, cash flows, headroom against debt facilities
and covenant compliance. As noted above, the Group's principal risks are set
out in the 2025 Annual Report and Accounts and an update is included in this
report.
The financial forecasts have been stress tested in downside scenarios to
assess the impact on future profitability, cash flows, funding requirements
and covenant compliance. The scenarios comprise a more severe economic
downturn (which represents the Group's most significant risk) than that
included in the base case forecast, and a reverse stress test on our financial
forecasts to assess the extent to which an economic downturn would need to
impact on revenues in order to breach a covenant. This showed that revenue
would need to deteriorate significantly from the financial forecast and the
Directors have a reasonable expectation that it is unlikely to deteriorate to
this extent.
Details of the Group's funding position are set out in Note 14. The Group has
a syndicated bank facility of £270 million that matures in November 2029 and
at December 2025, £125 million of the facility was undrawn. There are two
financial covenants in the bank facility that are tested on a semi-annual
basis and the Group maintains good cover against these with pre-IFRS 16 net
debt to EBITDA of 1.8 times (covenant maximum of three times) and interest
cover of 5.7 times (covenant minimum of three times).
Taking these factors into account, the Board has the reasonable expectation
that the Group has adequate resources to continue in operation for the
foreseeable future (a period of at least twelve months) and for this reason,
the Board has adopted the going concern basis in preparing this Preliminary
Announcement.
Alternative performance measures and adjusting items
The Group uses alternative performance measures ("APMs") which are not defined
or specified under IFRS. The Group believes that these APMs, which are not
considered to be a substitute for IFRS measures, provide additional helpful
information. APMs are consistent with how business performance is planned,
reported and assessed internally by management and the Board and provide
additional comparative information. A glossary setting out the APMs that the
Board use, how they are used, an explanation of how they are calculated, and a
reconciliation of the APMs to the statutory results, where relevant is set out
at Note 19.
Adjusting items are items that are unusual because of their size, nature or
incidence and which the Directors consider should be disclosed separately to
enable a full understanding of the Group's results and to demonstrate the
Group's capacity to deliver dividends to shareholders. The adjusted results
should not be regarded as a complete picture of the Group's financial
performance, which is presented in the total results. Details of the
adjusting items are disclosed in Note 4 and Note 19.
Critical accounting judgements and key sources of estimation uncertainty
The preparation of condensed consolidated financial statements requires the
Group to make estimates and judgements that affect the application of policies
and reported accounts. Critical judgements represent key decisions made by the
Board in the application of the Group accounting policies. Where a significant
risk of materially different outcomes exists due to the Board's assumptions or
sources of estimation uncertainty, this will represent a critical accounting
estimate. Estimates and judgements are continually evaluated and are based on
historical experience and other factors, including expectations of future
events that are believed to be reasonable under the circumstances. Actual
results may differ from these estimates. The estimates and judgements which
have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities are discussed below.
Critical accounting judgements
The following critical accounting judgement has been made in the preparation
of the condensed consolidated financial statements:
· As noted above, adjusting items have been highlighted separately due to their
size, nature or incidence to provide a full understanding of the Group's
results and to demonstrate the Group's capacity to deliver dividends to
shareholders. The determination of whether items merit treatment as an
adjusting item is a matter of judgement. Note 4 sets out details of the
adjusting items.
Sources of estimation uncertainty
The Directors consider the following to be key sources of estimation
uncertainty:
· The carrying value of goodwill is reviewed on an annual basis in accordance
with IAS 36. This review requires the use of cash flow projections based on
a financial forecast that are discounted at an appropriate market-based
discount rate, and a long-term growth rate. The assumption on the
market-based discount rate is determined based on the advice of a third-party
advisor. The actual cash flows generated by the business may be different
to the estimates included in the forecasts. See further information in Note 9.
· In arriving at the accounting value of the Group's defined benefit pension
scheme, key assumptions have to be made in respect of factors including
discount rates and inflation rates. These are determined on the basis of
advice received from a qualified actuary. These estimates may be different
to the actual outcomes. See further information in Note 12.
2. Segmental analysis
IFRS 8 "Operating Segments" requires operating segments to be identified on
the basis of discrete financial information about components of the Group that
are regularly reviewed by the Group's Chief Operating Decision Maker ('CODM')
to allocate resources to the segments and to assess their performance. The
CODM at Marshalls is the Board. The Group reports under three reporting
segments, namely Landscaping Products, Building Products and Roofing
Products. Landscaping Products comprises the Group's Landscaping Products
business and Landscape Protection. Building Products comprises the Group's
Water Management, Bricks and Masonry, Mortars and Screeds and Aggregate
businesses. Roofing Products comprises Marley Roofing and Viridian Solar.
Segment revenues and operating profit
Audited Audited
year ended year ended
December December
2025 2024
£'m £'m
Revenue
Landscaping Products 265.8 268.3
Building Products 172.0 164.6
Roofing Products 194.3 186.3
Revenue 632.1 619.2
Operating profit
Landscaping Products 0.6 10.7
Building Products 13.0 14.1
Roofing Products 50.2 49.4
Central costs (7.4) (7.5)
Segment operating profit 56.4 66.7
Adjusting items (see Note 4) (24.4) (12.8)
Reported operating profit 32.0 53.9
The Group has two customers which each contributed more than 10% of total
revenue in the current and prior year. The accounting policies of the three
operating segments are the same as the Group's accounting policies. Segment
profit represents the profit earned without allocation of certain central
administration costs that are not capable of allocation. Centrally
administered overhead costs that relate directly to the reportable segment are
included within the segment's results.
The geographical destination of revenue is the United Kingdom £631.1 million
(2024: £617.8 million) and Rest of the World £1.0 million (2024: £1.4
million).
Segment assets
Audited Audited
December December
2025 2024
£'m £'m
Segment assets
Landscaping Products 212.9 222.6
Building Products 139.4 142.2
Roofing Products 578.8 584.3
Unallocated assets 110.3 127.0
Total 1,041.4 1,076.1
For the purpose of monitoring segment performance and allocating resources
between segments, the Group's CODM monitors the property, plant and equipment,
right-of-use assets, intangible assets and inventory. Assets used jointly by
reportable segments are not allocated to individual reportable segments.
Capital additions
Audited Audited
year ended year ended
December December
2025 2024
£'m £'m
Capital additions
Landscaping Products 10.6 21.2
Building Products 6.5 8.2
Roofing Products 8.4 3.8
Total 25.5 33.2
Capital additions comprise property, plant and equipment of £13.3 million
(2024: £9.2 million), right-of-use assets of £11.7 million (2024: £21.6
million) and intangible assets of £0.5 million (2024: £2.4 million).
Depreciation and amortisation
Audited Audited
year ended year ended
December December
2025 2024
£'m £'m
Depreciation and amortisation
Landscaping Products 14.9 17.8
Building Products 8.0 8.0
Roofing Products 5.7 5.3
Segment depreciation and amortisation 28.6 31.1
Adjusting items 10.3 10.4
Depreciation and amortisation 38.9 41.5
Depreciation and amortisation includes £10.3 million of amortisation of
intangible assets arising from the purchase price allocation exercises (2024:
£10.4 million). This comprises £nil million (2024: £0.1 million) in
Landscaping Products, £1.1 million in Building Products (2024: £1.1 million)
and £9.2 million in Roofing Products (2024: £9.2 million). The amortisation
has been treated as an adjusting item (Note 4).
3. Net operating costs
Audited Audited
year ended year ended
December December
2025 2024
£'m £'m
Raw materials and consumables 238.8 237.5
Changes in inventories of finished goods and work in progress 0.9 (14.4)
Personnel costs 133.7 132.8
Depreciation of property, plant and equipment 19.8 22.1
Depreciation of right-of-use assets 6.8 7.3
Amortisation of intangible assets 12.3 12.1
Asset impairments 4.5 -
Own work capitalised (0.2) (1.3)
Other operating costs 175.4 174.0
Redundancy costs 9.6 -
Operating costs 601.6 570.1
Other operating income (1.6) (2.9)
Net loss / (gain) on asset and property disposals 0.1 (1.9)
Net operating costs 600.1 565.3
Adjusting items (Note 4) (24.4) (12.8)
Adjusted net operating costs 575.7 552.5
4. Adjusting items
Audited Audited
year ended year ended
December December
2025 2024
£'m £'m
Amortisation of intangible assets arising on acquisitions 10.3 10.4
Restructuring and similar costs 9.6 -
Impairment of property, plant and equipment 4.5 -
Transformation costs - 2.5
Contingent consideration - 1.6
Significant property sale - (1.7)
Total adjusting items within operating profit 24.4 12.8
Adjusting item in interest expense 1.6 -
Total adjusting items before taxation 26.0 12.8
Current tax on adjusting items (Note 6) (2.7) (0.7)
Deferred tax on adjusting items (Note 6) (3.7) (2.6)
Total adjusting items after taxation 19.6 9.5
· Amortisation of intangible assets arising on acquisitions is principally in
respect of brands and customer relationships.
· Restructuring and similar costs arose during major restructuring exercises
conducted when the Group took steps to reduce its cost base as part of the
Landscaping Performance Improvement Plan.
· The impairment of property, plant and equipment arose in connection with the
major restructuring exercises noted above.
· Transformation costs represent costs incurred in 2024 in respect of the
'Transform & Grow' strategy.
· The additional contingent consideration arising in 2024 relates to the
reassessment of the amounts that became payable to vendors arising in relation
to Viridian Solar.
· The profit generated on the sale of a significant property in 2024 was in
respect of the Group's former manufacturing site in Carluke.
· Following the refinancing of the Group's debt facilities during the year, the
unamortised balance of arrangement fees was written off to the income
statement as a non-cash charge. These fees had been recognised as part of the
carrying amount of the related borrowing and amortised over the term of the
facilities using the effective interest rate; on derecognition/repayment of
the original facilities, the remaining unamortised balance was expensed.
5. Net finance expenses
Audited Audited
year ended year ended
December December
2025 2024
£'m £'m
Net interest expense on bank loans 11.3 12.5
Interest expense of lease liabilities 2.0 1.7
Net interest (income)/expense on defined benefit pension scheme (0.6) 0.3
12.7 14.5
Additional interest expense on refinancing of bank loans 1.6 -
Net finance expenses 14.3 14.5
Net interest (income)/ expense on the defined benefit pension scheme is
disclosed net of Company recharges for scheme administration. Following the
refinancing of the Group's debt facilities during the year, the unamortised
balance of arrangement fees was written off to the income statement as a
non-cash charge. This additional interest charge was accounted for as an
adjusting item (see Note 4).
6. Income tax expense
Audited Audited
year ended year ended
December December
2025 2024
£'m £'m
Current tax expense
Current year 7.8 13.7
Adjustments for prior years (1.2) -
6.6 13.7
Deferred taxation expense
Origination and reversal of temporary differences:
Current year (3.5) (4.0)
Adjustments for prior years 0.2 (1.3)
Total tax expense 3.3 8.4
Current tax on adjusting items (Note 4) 2.7 0.7
Deferred tax on adjusting items (Note 4) 3.7 2.6
Total tax expenses after adding back adjusting items 9.7 11.7
7. Earnings per share
Basic earnings per share from total operations of 5.7 pence (2024: 12.3 pence)
per share is calculated by dividing the profit attributable to Ordinary
Shareholders for the financial year, after adjusting for non-controlling
interests, of £14.4 million (2024: £31.0 million) by the weighted average
number of shares in issue during the period of 252,868,921 (2024:
252,807,833).
Basic earnings per share after adding back adjusting items of 13.4 pence
(2024: 16.0 pence) per share is calculated by dividing the adjusted profit
attributable to Ordinary Shareholders for the financial year, after adjusting
for non-controlling interests, of £34.0 million (2024: £40.5 million) by the
weighted average number of shares in issue during the period of 252,868,921
(2024: 252,807,833).
Profit attributable to Ordinary Shareholders
Audited Audited
year ended year ended
December December
2025 2024
£'m £'m
Adjusted profit after tax 34.0 40.5
Adjusting items (19.6) (9.5)
Profit attributable to Ordinary Shareholders 14.4 31.0
Weighted average number of Ordinary Shares
Audited Audited
year ended year ended
December December
2025 2024
Number Number
Number of issued Ordinary Shares 252,968,728 252,968,728
Effect of shares transferred into Employee Benefit Trust (99,807) (160,895)
Weighted average number of Ordinary Shares at the end of the year 252,868,921 252,807,833
Diluted earnings per share from total operations of 5.6 pence (2024: 12.2
pence) per share is calculated by dividing the profit for the financial year,
after adjusting for non-controlling interests, of £14.4 million (2024: £31.0
million) by the weighted average number of shares in issue during the period
of 252,868,921 (2024: 252,807,833) plus potentially dilutive shares of
1,636,634 (2024: 999,738), which totals 254,505,555 (2024: 253,807,571).
Diluted earnings per share after adding back adjusting items of 13.3 pence
(2024: 16.0 pence) per share is calculated by dividing the adjusted profit for
the financial year, after adjusting for non-controlling interests, of £34.0
million (2024: £40.5 million) by the weighted average number of shares in
issue during the period of 252,868,921 (2024: 252,807,833) plus potentially
dilutive shares of 1,636,634 (2024: 999,738), which totals 254,505,555 (2024:
253,807,571).
Weighted average number of Ordinary Shares (diluted)
Audited Audited
year ended year ended
December December
2025 2024
Number Number
Weighted average number of Ordinary Shares 252,868,921 252,807,833
Potentially dilutive shares 1,636,634 999,738
Weighted average number of Ordinary Shares (diluted) 254,505,555 253,807,571
8. Dividends
The Group maintains a dividend policy of distributions being covered twice by
adjusted earnings. The Board has proposed a final dividend of 4.5 pence per
share, which taken together with the interim dividend of 2.2 pence per share,
would result in a pay-out in respect of 2025 of 6.7 pence. This is in-line
with the Group policy and would represent a year-on-year reduction of 16%
driven by weaker profitability. The dividend will be paid on 1 July 2026 to
shareholders on the register at the close of business on 5 June 2026. The
shares will be marked ex-dividend on 4 June 2026.
9. Goodwill
Audited Audited
December December
2025 2024
£'m £'m
Net book value at start and end of the period 324.4 324.4
All goodwill has arisen from business combinations. The carrying amount of
goodwill is allocated across cash generating units ("CGUs") which represent
the lowest level within the Group at which the associated goodwill is
monitored for management purposes and is consistent with the operating
segments set out in Note 2. The Group has three material CGUs, Landscaping
Products, Building Products and Roofing Products. The carrying amount of
goodwill has been allocated to CGUs as follows:
Audited December 2025 Audited December 2024
£'m £'m
Landscaping Products 34.8 34.8
Building Products 43.7 43.7
Roofing Products 245.9 245.9
324.4 324.4
The Group conducted a full impairment review in the year to determine the
recoverable amount based on a value in use calculation for each CGU compared
to the carrying amounts to which goodwill is allocated. This assessment
concluded that the recoverable amount exceeded the carrying amount for each
CGU and no impairment was required. The value-in-use calculation uses cash
flow projections based on management's latest forecasts covering a five-year
period and a post-tax discount rate of 9.9% (2024: 10.0%). Cash flows beyond
that five-year period have been extrapolated using a 2.4% (2024: 2.4%) growth
rate. This growth rate reflects the long-term structural growth in demand for
our products.
At the end of the financial year, the recoverable amount of the Landscaping
Products CGU exceeded the carrying amount by £60 million. During 2025, the
performance of the Marshalls Landscaping CGU was impacted by subdued market
conditions leading to profits being below expectation. Within the five-year
forecast period, cashflows are dependent on the successful execution of the
Landscaping Products improvement plan and the 'Transform & Grow'
strategy. This plan includes operational efficiency improvements, delivering
commercial excellence, a normalisation of competitive dynamics, and growth in
volumes aligned with industry consensus for the market. The combination of
these assumptions is included within the value-in-use of the Landscaping
Products CGU, which forecasts a revenue CAGR of 6%, and given the subjective
nature of these assumptions it is reasonably possible that they will not occur
as the directors forecast. The Group has performed a sensitivity analysis on
the reasonably possible changes in key assumptions which illustrates that a
reduction in forecast revenue CAGR of around 2ppts would be required before
the carrying amounts exceeded the value in use. The impairment review is
also sensitive to changes in the discount rate with an increase of 140 basis
points in the post-rate discount rate to reduce the headroom to £nil.
At the end of 2025, the recoverable amount of the Roofing Products CGU was
£80 million higher than the carrying amount and assumed a revenue CAGR of
8%. The CAGR in the Roofing Products CGU is sensitive to future political
and regulatory decisions and the industry's interpretation of the most
effective solution to building regulations requirements regarding the use of
roof-integrated solar in new homes. These factors could affect growth rates
within the residential solar PV market and may have a corresponding impact on
profit margins. Changes in regulations regarding both the UK's ambitions for
energy efficiency of residential properties and specificity on how they should
be achieved represent reasonably possible downside risks that could give rise
to a future impairment charge. The Group has performed a sensitivity
analysis on the reasonably possible changes in key assumptions which
illustrates that a reduction in revenue CAGR of around 3ppts would be required
before the carrying amounts exceeded the value in use. The impairment review
is also sensitive to changes in the discount rate with an increase of 110
basis points in the post-rate discount rate to reduce the headroom to £nil.
The Directors believe that any reasonably possible change in the key
assumptions on which the recoverable amounts of Building Products CGU are
based on would not cause the aggregate carrying amounts to exceed the
aggregate recoverable amounts.
10. Intangible assets
Audited Audited
December December
2025 2024
£'m £'m
Net book value at start of period 217.8 227.5
Additions 0.5 2.4
Amortisation (12.3) (12.1)
Net book value at end of period 206.0 217.8
Amortisation includes £10.3 million (2024: £10.4 million) relating to
intangible assets arising on acquisitions that is accounted for as an
adjusting item (see Note 4). Included in software additions is £0.2 million
(2024: £1.0 million) of own work capitalised.
11. Property, plant and equipment
Audited Audited
December December
2025 2024
£'m £'m
Net book value at start of period 234.8 249.4
Additions 13.3 9.2
Depreciation (19.8) (22.1)
Impairment (4.5) -
Other movements 0.1 (1.7)
Net book value at end of period 223.9 234.8
Impairment in 2025 represents the assets being written down to recoverable
value in relation to major restructuring exercises at certain facilities in
the Group's network (see Note 4).
12. Retirement benefit asset
The amounts recognised in the balance sheet in respect of the defined benefit
asset are as follows:
Audited Audited
December December
2025 2024
£'m £'m
Present value of Scheme liabilities (200.9) (204.2)
Fair value of Scheme assets 225.8 228.3
Net amount recognised (before deferred tax) 24.9 24.1
The Company sponsors a funded defined benefit pension scheme in the UK (the
"Scheme"). The Scheme is administered within a trust which is legally separate
from the Company. The Trustee Board is appointed by both the Company and the
Scheme's membership and acts in the interest of the Scheme and all relevant
stakeholders, including the members and the Company. The Trustee is also
responsible for the investment of the Scheme's assets.
The Scheme provides pension and lump sums to members on retirement and to
dependants on death. The defined benefit section closed to future accrual of
benefits on 30 June 2006 with the active members becoming entitled to a
deferred pension. Members no longer pay contributions to the defined benefit
section. Company contributions to the defined benefit section after this date
are used to fund any deficit in the Scheme and the expenses associated with
administering the Scheme, as determined by regular actuarial valuations.
The Scheme poses a number of risks to the Company, for example longevity risk,
investment risk, interest rate risk, inflation risk and salary risk. The
Trustee is aware of these risks and uses various techniques to control them.
The Trustee has a number of internal control policies, including a Risk
Register, which are in place to manage and monitor the various risks it faces.
The Trustee's investment strategy incorporates the use of liability-driven
investments ("LDIs") to minimise sensitivity of the actuarial funding position
to movements in interest rates and inflation rates.
The defined benefit section of the Scheme is subject to regular actuarial
valuations, which are usually carried out every three years. These actuarial
valuations are carried out in accordance with the requirements of the Pensions
Act 2004 and so include deliberate margins for prudence. This contrasts with
these accounting disclosures which are determined using best estimate
assumptions. The last formal actuarial valuation was carried out as at 5
April 2024. The results of that valuation have been projected to 31 December
2025 by a qualified independent actuary.
The income recognised in the income statement in respect of the Scheme is
included in net finance expenses and totalled £0.6 million in the year ended
December 2025 (2024: £0.3 million charge). Net interest income on the defined
benefit pension scheme is disclosed net of Company recharges for scheme
administration.
13. Lease liabilities
Audited Audited
December December
2025 2024
£'m £'m
Analysed as:
Amounts due for settlement within twelve months 5.6 5.7
Amounts due for settlement after twelve months 33.5 29.7
39.1 35.4
The interest expense on lease liabilities amounted to £2.0 million (2024:
£1.7 million). Lease liabilities are calculated at the present value of the
lease payments that are not paid at the commencement date. For the year
ended December 2025, the average effective borrowing rate was 4.9% (2024:
5.0%). Interest rates are fixed at the contract date. All leases are on a
fixed repayment basis and no arrangements have been entered into for
contingent rental payments.
The total cash outflow in relation to leases amounts to £9.1 million (2024:
£7.0 million). The total cash outflow in relation to short-term and low value
leases was £5.1 million (2024: £2.7 million).
14. Interest bearing loans and borrowings
Audited Audited
December December
2025 2024
£'m £'m
Analysed as:
Non-current liabilities 142.8 152.8
Interest bearing loans and borrowings are stated net of unamortised debt
arrangement fees of £2.2 million (2024: £2.2 million).
The total syndicated bank facility at December 2025 was £270.0 million (2024:
£315.0 million), of which £125.0 million (2024: £160.0 million) was
unutilised. Long-term funding stability was achieved during the year with the
extension of the Group's bank facility until 2029 with no change in commercial
terms.
The Group's committed bank facilities are charged at variable rates based on
SONIA plus a margin. The Group's bank facility continues to be aligned with
the current strategy to ensure that headroom against the available facility
remains at appropriate levels and are structured to provide committed
medium-term debt.
Marshalls has a receivables purchase agreement with a UK bank and is party to
a reverse factoring finance arrangement between a UK bank and one of the
Group's key customers (the principal relationship is between the customer and
its partner bank). Under these agreements, Marshalls has the option of
transferring the ownership of certain customer receivables to the bank or to
receive advance payment of approved invoices from the key customer,
respectively. Utilising either agreement results in the derecognition of
receivables from the Group's balance sheet. The Group utilises these
facilities periodically in order to help manage its short-term funding
requirements and pays a finance charge upon utilisation.
15. Analysis of net debt
Audited Audited
December December
2025 2024
£'m £'m
Cash at bank and in hand 4.9 18.9
Debt due after 1 year (142.8) (152.8)
Lease liabilities (39.1) (35.4)
Net debt (177.0) (169.3)
16. Reconciliation of net cash flow to movement in net debt
Audited Audited
December December
2025 2024
£'m £'m
Net decrease in cash equivalents (13.8) (15.7)
Cash outflow from movement in bank borrowings 10.0 55.0
Cash outflow from lease repayments 6.9 5.3
New leases entered into (10.6) (20.4)
Lease liability de-recognised - 24.4
Effect of exchange rate fluctuations (0.2) (0.3)
Movement in net debt in the year (7.7) 48.3
Net debt at beginning of the year (169.3) (217.6)
Net debt at end of the year (177.0) (169.3)
The lease liability derecognition was in respect of vehicle leases that were
novated as part of a logistics outsourcing project.
17. Reconciliation of profit after taxation to cash generated
from operating activities
Audited Audited
year ended year ended
December December
2025 2024
Notes £'m £'m
Profit after taxation 14.4 31.0
Income tax expense on continuing operations 6 3.3 8.4
Profit before tax 17.7 39.4
Adjustments for:
Depreciation of property, plant and equipment 11 19.8 22.1
Asset impairments 4.5 -
Depreciation of right-of-use assets 6.8 7.3
Amortisation 10 12.3 12.1
Loss / (gain) on sale of property, plant and equipment 0.1 (1.9)
Equity settled share-based payments 1.0 1.1
Net finance expenses 5 14.3 14.5
Operating cash flow before changes in working capital 76.5 94.6
Decrease in trade and other receivables 2.2 13.8
Decrease / (increase) in inventories 1.0 (13.1)
(Decrease) / increase in trade and other payables (15.7) 2.0
Cash generated from operations 64.0 97.3
18. Fair values of financial assets and financial liabilities
A comparison by category of the book values and fair values of the financial
assets and liabilities of the Group at 31 December 2025 is shown below:
Book value Fair value
Audited Audited Audited Audited
December December December December
2025 2024 2025 2024
£'m £'m £'m £'m
Trade and other receivables 75.2 76.1 75.2 76.1
Cash and cash equivalents 4.9 18.9 4.9 18.9
Bank loans (142.8) (152.8) (142.0) (146.1)
Trade payables, other payables and provisions (112.7) (122.8) (112.7) (122.8)
Derivatives 0.2 1.1 0.2 1.1
Contingent consideration - (6.6) - (6.6)
Financial instrument assets and liabilities - net (175.2) (186.1)
Non-financial instrument assets and liabilities - net 830.9 847.4
Net assets 655.7 661.3
Estimation of fair values
The following summarises the major methods and assumptions used in estimating
the fair values of financial instruments reflected in the table. Other than
contingent consideration, which uses a level three basis, all use level two
valuation techniques.
(a) Derivatives
Derivative contracts are either marked to market using listed market prices or
by discounting the contractual forward price at the relevant rate and
deducting the current spot rate. For interest rate swaps, broker quotes are
used.
(b) Interest-bearing loans and borrowings
Fair value is calculated based on the expected future principal and interest
cash flows discounted at the market rate of interest at the balance sheet
date.
(c) Trade and other receivables/payables
For receivables/payables with a remaining life of less than one year, the
notional amount is deemed to reflect the fair value. All other
receivables/payables are discounted to determine the fair value.
(d) Contingent consideration
The contingent consideration has been calculated based on the Group's
expectation of what it will pay in relation to the post-acquisition
performance of the acquired entities.
(e) Fair value hierarchy
The table below analyses financial instruments, measured at fair value, into a
fair value hierarchy based on the valuation techniques used to determine fair
value.
· Level 1: quoted prices (unadjusted) in active markets for identical assets or
liabilities.
· Level 2: inputs other than quoted prices included within level 1 that are
observable for the asset or liability, either directly (i.e. as prices) or
indirectly (i.e. derived from prices).
· Level 3: inputs for the asset or liability that are not based on observable
market data (unobservable inputs).
Level 1 Level 2 Level 3 Total
£'m £'m £'m £'m
December 2025
Derivative financial assets - 0.2 - 0.2
Contingent consideration - - - -
- 0.2 - 0.2
December 2024
Derivative financial assets - 1.1 - 1.1
Contingent consideration - - (6.6) (6.6)
- 1.1 (6.6) (5.5)
19. Alternative performance measures
The APMs set out by the group are made-up of earnings-based measures and ratio
measures with a selection of these measures being stated after adjusting
items.
Measures stated after excluding adjusting items
These performance measures are calculated using either the associated
statutory measure or alternative performance measure after adding back the
adjusting items detailed in Note 4. The Group's accounting policy on adjusting
items is set out in Note 1, basis of preparation.
APM Definition and/or purpose
Adjusted operating profit, adjusted profit before tax, adjusted profit after The Directors assess the performance of the Group using these measures
tax, adjusted earnings per share, adjusted EBITA, adjusted EBITDA and adjusted including when considering dividend payments.
operating cash flow
Adjusted return on capital employed Adjusted return on capital employed is calculated as adjusted EBITA divided by
shareholders' funds plus net debt at the period end. It is designed to give
further information about the returns being generated by the Group as a
proportion of capital employed.
Adjusted operating cash flow conversion Operating cash flow conversion is calculated by dividing adjusted operating
cash flow by adjusted EBITDA (both on an annualised basis). Adjusted
operating cash flow is calculated by adding back adjusting items paid, net
finance expenses paid, and taxation paid. It illustrates the rate of
conversion of profitability into cash flow.
Pre-IFRS 16 measures
The Group's banking covenants are assessed on a pre-IFRS 16 basis. In order to
provide transparency and clarity regarding the Group's compliance with banking
covenants, the following performance measures and their calculations have been
presented:
APM Definition and purpose
Pre-IFRS 16 adjusted EBITDA Pre-IFRS 16 adjusted EBITDA is adjusted EBITDA excluding right-of-use asset
depreciation and profit or losses on the sale of property, plant and
equipment.
Pre-IFRS 16 net debt Pre-IFRS 16 net debt comprises cash at bank and in hand and bank loans but
excludes lease liabilities. It shows the overall net indebtedness of the
Group on a pre-IFRS 16 basis.
Pre-IFRS 16 net debt leverage This is calculated by dividing pre-IFRS 16 net debt by adjusted pre-IFRS 16
EBITDA to provide a measure of leverage.
Other definitions
APM Definition and purpose
EBITDA EBITDA is earnings before interest, taxation, depreciation, and amortisation
and provides users with further information about the profitability of the
business before financing costs, taxation, and non-cash charges.
EBITA EBITA is earnings before interest, taxation and amortisation and provides
users with further information about the profitability of the business before
financing costs, taxation, and amortisation.
Reconciliations of IFRS reported income statement measures to income statement
APMs is set out in the following three tables. A reconciliation of operating
profit to pre-IFRS 16 adjusted EBITDA is set out below:
Audited Audited
year ended year ended
December December
2025 2024
£'m £'m
Operating profit 32.0 53.9
Adjusting items (Note 4) 24.4 12.8
Adjusted operating profit 56.4 66.7
Amortisation (excluding amortisation of intangible assets arising on 2.0 1.7
acquisitions)
Adjusted EBITA 58.4 68.4
Depreciation 26.6 29.4
Adjusted EBITDA 85.0 97.8
Loss/(profit) on sale of property, plant and equipment 0.1 (0.2)
Right-of-use asset payments (6.9) (5.3)
Pre-IFRS 16 adjusted EBITDA 78.2 92.3
Disclosures required under IFRS are referred to as on a reported basis.
Disclosures referred to after adding back adjusting items basis are restated
and are used to provide additional information and a more detailed
understanding of the Group's results.
Pre-IFRS 16 net debt and pre-IFRS 16 net debt leverage
Net debt comprises cash at bank and in hand, bank loans and leasing
liabilities. An analysis of net debt is provided in Note 15. Net debt on a
pre-IFRS 16 basis has been disclosed to provide additional information and to
align with reporting required for the Group's banking covenants. Pre-IFRS 16
net debt leverage is defined as pre-IFRS 16 net debt divided by adjusted
pre-IFRS16 EBITDA. Net debt as reported in Note 15 is reconciled to pre-IFRS
16 net debt and pre-IFRS 16 net debt leverage below:
Audited Audited
December December
2025 2024
£'m £'m
Net debt 177.0 169.3
IFRS 16 leases (39.1) (35.4)
Net debt on a pre-IFRS 16 basis 137.9 133.9
Adjusted pre-IFRS 16 EBITDA 78.2 92.3
Pre-IFRS 16 net debt leverage 1.8 1.5
Return on capital employed ('ROCE')
ROCE is defined as adjusted EBITA divided by shareholders' funds plus net
debt.
Audited Audited
December December
2025 2024
£'m £'m
Adjusted EBITA 58.4 68.4
Shareholders' funds 655.7 661.3
Net debt 177.0 169.3
Capital employed 832.7 830.6
ROCE 7.0% 8.2%
Adjusted operating cash flow conversion
Adjusted operating cash flow conversion is the ratio of adjusted operating
cash flow to adjusted EBITDA and is calculated as set out below:
Audited Audited
year ended year ended
December December
2025 2024
£'m £m
Net cash flow from operating activities 38.9 76.8
Adjusting items paid 10.9 6.4
Net finance expenses paid 16.1 11.7
Taxation paid 9.0 8.8
Adjusted operating cash flow 74.9 103.7
Adjusted EBITDA 85.0 97.8
Adjusted operating cash flow conversion 88% 106%
20. Principal risks and uncertainties
Risk management is the responsibility of the Marshalls plc Board and is a key
factor in the delivery of the Group's strategic objectives. The Board
establishes the culture of effective risk management and is responsible for
maintaining appropriate systems and controls. The Board sets the risk appetite
and determines the policies and procedures that are put in place to mitigate
exposure to risks. The Board plays a central role in the Group's Risk Review
process, which covers emerging risks and incorporates scenario planning and
detailed stress testing.
There continue to be external risks and significant volatility in UK and world
markets with high and persistent levels of cost inflation and an uncertain
outlook. In addition to the macro-economic environment, the key risks for the
Group are cyber security, competitor activity and an increased focus in
climate change and other ESG related issues. In all these cases, specific
assessments continue to be reviewed, certain new operating procedures have
been implemented and mitigating controls continue to be reviewed as
appropriate. A summary of these risks is set out below.
· Macro-economic uncertainty - The Group's performance is dependent on activity
in its end markets, particularly UK residential construction and RMI, and is
therefore susceptible to economic downturns, conflicts in Ukraine and the
Middle East, changes in government policy, and interest rates. Uncertainty
persists regarding the pace and quantum of interest rate reductions, plus
consumer confidence continues to be subdued and the Board is not expecting a
significant increase in market activity levels in the short term. The Group's
primary mitigation has been the execution of its diversification strategy,
with resilient performances in Roofing and Building Products offsetting the
reduction in profitability in Landscaping Products. This has been supported by
decisive cost control actions as part of the Landscaping Improvement Plan and
disciplined working capital management to maintain flexibility and prepare for
market recovery.
· Cyber security - Cyber security remains a principal risk for the Group, with
the potential to cause operational disruption, financial loss, and
reputational damage. The external threat landscape has continued to evolve
throughout 2025, with a marked increase in both the frequency and
sophistication of attempted attacks. In response, we have focused on
strengthening and aligning cyber security controls across the Group and have
advanced our multi‑year action plan, which includes targeted investment in
people, processes, and technology. Key initiatives include enhanced employee
awareness and training programmes, regular independent vulnerability and
penetration testing, and the introduction of improved monitoring and detection
capabilities. Together, these actions reinforce the resilience of our
operations and our commitment to safeguarding customer, partner, and
stakeholder trust.
· Competitor activity - In some business units it was not possible to recover
input cost inflation through higher selling prices due to weaker demand levels
resulting in heightened competition for volumes in the marketplace and not all
input costs were covered by price increases in 2025. In addition, concrete
roof tile capacity has come on stream, which has increased levels of
competition in that category within Roofing Products. To partially mitigate,
the Group is controlling its cost base and selectively investing to improve
efficiency and resilience of its tile lines, whilst continuing to focus on the
attributes that are important to our customers, including best in class
technical and design support, carbon leadership and our leading brands.
· Climate change and other ESG issues - The Group is exposed to the transition
risks of climate change, alongside the increasing commercial and reputational
risks associated with evolving stakeholder and regulatory ESG expectations.
During 2025, the focus on sustainability has been maintained with UK
government announcements on the Future Homes Standard and long-term social
housing investment creating both significant opportunities and a sharper focus
on the sustainability credentials of building materials. Our mitigation is to
align our 'Transform & Grow' strategy directly with these trends. This
was demonstrated by the strong growth of Viridian Solar and our focus on
lower-carbon brick offerings. This is all underpinned by the governance of our
ESG Board Committee.
The other principal risks and uncertainties that could affect the business for
the remainder of the current financial year are those set out in the 2025
Annual Report and Accounts on pages 57 to 64. These cover the strategic,
financial and operational risks and have not changed significantly during the
period. Strategic risks include those relating to the ongoing Government
policy, general economic conditions, the actions of customers, suppliers and
competitors, as well as weather conditions. The Group also continues to be
subject to various financial risks in relation to the pension scheme,
principally the volatility of the discount (AA corporate bond) rate, any
downturn in the performance of equities and increases in the longevity of
members. The other main financial risks arising from the Group's financial
instruments are liquidity risk, interest rate risk, credit risk and foreign
currency risk. External operational risks include the cyber security and
information technology, the effect of legislation or other regulatory actions
and new business strategies.
The Group continues to monitor all these risks and pursue policies that take
account of, and mitigate, the risks where possible.
21. Annual General Meeting
The Annual General Meeting will be held at the offices of Walker Morris, 33
Wellington Street, Leeds, West Yorkshire, LS1 4DL at 11.00 am on 13 May 2026.
Board members
The Directors serving during the year ended 31 December 2025 and up to the
date of this report were as follows:
Vanda Murray OBE Chair
Simon Bourne* Chief Executive Officer
Angela Bromfield Non-Executive Director
Avis Darzins Non-Executive Director
Diana Houghton Non-Executive Director
Paul Inman Non-Executive Director
Justin Lockwood Chief Financial Officer
Graham Prothero Senior Non-Executive Director
Matt Pullen** Chief Executive
* Chief Commercial Officer from 1 January 2025 to 27 November and Interim
Chief Executive Officer from 27 November 2025 to 19 January 2026
** Stepped down 27 November 2025
By order of the Board
Shiv Sibal
Group Company Secretary
16 March 2026
Cautionary Statement
This Preliminary Results announcement contains certain forward-looking
statements with respect to the financial condition, results, operations and
business of Marshalls plc. These statements and forecasts involve risk and
uncertainty because they relate to events and depend upon circumstances that
will occur in the future. There are a number of factors that could cause
actual results or developments to differ materially from those expressed or
implied by these forward-looking statements and forecasts. Nothing in this
Preliminary Results announcement should be construed as a profit forecast.
Directors' Liability
Neither the Company nor the Directors accept any liability to any person in
relation to the contents of this Preliminary Results announcement except to
the extent that such liability arises under English law. Accordingly, any
liability to a person who has demonstrated reliance on any untrue or
misleading statement or omission shall be determined in accordance with
section 90A of the Financial Services and Market Act 2020.
Shareholder Information
Financial calendar
Annual General Meeting 13 May 2026
Final dividend for the year ended December 2025 (subject to shareholder 1 July 2026
approval)
Results for the half year ending June 2026 10 August 2026
Results for the year ending December 2026 Early March 2027
Registrars
All administrative enquiries relating to shareholdings should, in the first
instance, be directed to Computershare Investor Services PLC, PO Box 82, The
Pavilions, Bridgwater Road, Bristol BS99 6ZZ (telephone: 0870 707 1134) and
should clearly state the registered shareholder's name and address.
Dividend mandate
Any shareholder wishing dividends to be paid directly into a bank or building
society should contact the Registrars for a dividend mandate form. Dividends
paid in this way will be paid through the Bankers' Automated Clearing System
("BACS").
Website
The Group has a website that gives information on the Group and its products
and provides details of significant Group announcements. The address is
www.marshalls.co.uk (http://www.marshalls.co.uk) .
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
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