S.172 Statements

Marks and Spencer plc

Section 172 (1) statement

Engaging with stakeholders is fundamental to how M&S does business, and the directors of the Company believe that considering stakeholders in key business decisions is not only the right thing to do, but is vital to the Company’s ability to drive value creation over the longer term. 

The directors of the Company consider that they have responsibly and appropriately discharged their duties under the Companies Act 2006 (the “Act”), including their duty to act in the way that they consider, in good faith, will be most likely to promote the success of the Company for the benefit of its members as a whole, having due regard in doing so for the matters set out in section 172 (1) (a) to (f) in the Act (“s.172”). 

During the year under review, the directors of the Company were also members of the Executive Committee as Chief Financial Officer and General Counsel & Company Secretary, of Marks and Spencer Group plc (“the Ultimate Parent Group”). As a result of this and of the Ultimate Parent Group’s governance structure (which is outlined in the Corporate Governance Statement in the Report of the Directors on page 23), the matters that the directors are responsible for considering under s.172 were considered by them together with the Ultimate Parent Group Board in relation to both the Ultimate Parent Group and to the Company. The directors consider the matters set out in s.172 to apply to both the Ultimate Parent Group and the Company on the basis that the Company is the Ultimate Parent Group’s primary trading, contracting and employing entity, and therefore the Company’s business relationships with employees, suppliers, customers and partners, are those of the wider Group. Where appropriate, and given that the Company’s directors who held office during the year are not directors of the Ultimate Parent Group, the directors of the Company anticipate separately meeting immediately following Ultimate Parent Group Board meetings, to ensure that they review and consider all Ultimate Parent Group matters and decisions with respect to the specific interests of the Company and its stakeholders.

However, during the year the directors of the Company agreed with all of the Ultimate Parent Group Board’s decisions and recommendations as applicable directly to the Company and its stakeholders, having been present during the Ultimate Parent Group Board’s discussions and consideration of the matters set out in s.172, and therefore no separate meetings were required. 

Consequently, a description of how the directors have had regard to the matters set out in s.172 when performing their duty, as discharged alongside the Ultimate Parent Group Board for both the Ultimate Parent Group and the Company, is set out on pages 68 to 70 of the Group’s Annual Report 2025 (available online at corporate.marksandspencer.com/annualreport2025). Information on how the directors of the Company engaged and had regard for the Company’s employees and other stakeholders is provided in the ‘Business relationships and colleague engagement’ section of the Report of the Directors on page 19.
 

Marks and Spencer (A2B) Limited

Section 172 (1) statement
The directors of the Company consider that they have responsibly and appropriately discharged their duties under the Companies Act 2006 (the “Act”), including their duty to act in the way that they consider, in good faith, will be most likely to promote the success of the Company for the benefit of its members as a whole, having due regard in doing so for the matters set out in section 172 (1) (a) to (f) in the Act (“s.172”).

The Company is part of the Marks and Spencer Group plc group of companies (the “Group”). Consequently, the Board of Marks and Spencer Group plc (the “Group Board”) and its Committees have overarching decision making authority for the Group on a number of reserved matters. These include setting the Group’s strategy and values, as well as reviewing and approving the Group’s operating plans, policies, processes and management structures, amongst others. Responsibility for actioning the Group Board’s decisions and strategic direction throughout the day-to-day management of the Group then rests with the Group Board’s executive directors and the Group’s senior leadership team. The directors of the Company therefore ensure that they give due care and consideration to discharging their duties and having regard for the matters in s.172 by adopting and adhering to the Group’s internal governance arrangements as outlined above.

In particular, the directors of the Company have considered the likely consequences of decisions in the long term, and the need to maintain a reputation for high standards of business conduct by ensuring that the Group's strategy, policies and minimum standards are adopted and supported by the Company. The Company's principal activity is that of a holding company for the Group, and therefore the directors consider the needs of the Group in its decision-making as its direct stakeholders. Furthermore, as the Company relies on the resources of the Group, including its employees, suppliers and other business relationships, the directors also consider the needs of these indirect stakeholders, and any consequent impacts on them, by adopting and supporting the Group Board's decisions where these stakeholders were directly considered.

Further information on how the Group Board had regard to the matters set out in s.172 can be found on pages 68 to 70 of the Group's Annual Report 2025 (available online at corporate.marksandspencer.com/annualreport2025).

Marks and Spencer Property Holdings Limited

Section 172 (1) statement

The directors of the Company consider that they have responsibly and appropriately discharged their duties under the Companies Act 2006 (the “Act”), including their duty to act in the way that they consider, in good faith, will be most likely to promote the success of the Company for the benefit of its members as a whole, having due regard in doing so for the matters set out in section 172 (1) (a) to (f) in the Act (“s.172”).

The Company is part of the Marks and Spencer Group plc group of companies (the “Group”). Consequently, the Board of Marks and Spencer Group plc (the “Group Board”) and its Committees have overarching decision making authority for the Group on a number of reserved matters. These include setting the Group’s strategy and values, as well as reviewing and approving the Group’s operating plans, policies, processes and management structures, amongst others. Responsibility for actioning the Group Board’s decisions and strategic direction throughout the day-to-day management of the Group then rests with the Group Board’s executive directors and the Group’s senior leadership team. The directors of the Company therefore ensure that they give due care and consideration to discharging their duties and having regard for the matters in s.172 by adopting and adhering to the Group’s internal governance arrangements as outlined above.

In particular, the directors of the Company have considered the likely consequences of decisions in the long term, and the need to maintain a reputation for high standards of business conduct by ensuring that the Group’s strategy, policies and minimum standards are adopted and supported by the Company. The Company's principal activity is that of a financing vehicle on behalf of Marks and Spencer plc to enable the Group's retailing activities, and therefore the directors consider the needs of the Group in its decision-making as its direct stakeholders. Furthermore, as the Company relies on the resources of the Group, including its employees, suppliers and other business relationships, the directors also consider the needs of these indirect stakeholders, and any consequent impacts on them, by adopting and supporting the Group Board’s decisions where these stakeholders were directly considered.

Further information on how the Group Board had regard to the matters set out in s.172 can be found on pages 68 to 70 of the Group's Annual Report 2025 (available online at corporate.marksandspencer.com/annualreport2025).

Simply Food (Property Ventures) Limited

Section 172 (1) statement

The directors of the Company consider that they have responsibly and appropriately discharged their duties under the Companies Act 2006 (the “Act”), including their duty to act in the way that they consider, in good faith, will be most likely to promote the success of the Company for the benefit of its members as a whole, having due regard in doing so for the matters set out in section 172 (1) (a) to (f) in the Act (“s.172”).

The Company is part of the Marks and Spencer Group plc group of companies (the “Group”). Consequently, the Board of Marks and Spencer Group plc (the “Group Board”) and its Committees have overarching decision making authority for the Group on a number of reserved matters. These include setting the Group’s strategy and values, as well as reviewing and approving the Group’s operating plans, policies, processes and management structures, amongst others. Responsibility for actioning the Group Board’s decisions and strategic direction throughout the day-to-day management of the Group then rests with the Group Board’s executive directors and the Group’s senior leadership team. The directors of the Company therefore ensure that they give due care and consideration to discharging their duties and having regard for the matters in s.172 by adopting and adhering to the Group’s internal governance arrangements as outlined above.

In particular, the directors of the Company have considered the likely consequences of decisions in the long term, and the need to maintain a reputation for high standards of business conduct by ensuring that the Group’s strategy, policies and minimum standards are adopted and supported by the Company. The Company's principal activity is holding property on behalf of the Group to enable it to carry out its retailing activities, and therefore the directors consider the needs of the Group in its decision-making as its direct stakeholders. Furthermore, as the Company relies on the resources of the Group, including its employees, suppliers and other business relationships, the directors also consider the needs of these indirect stakeholders, and any consequent impacts on them, by adopting and supporting the Group Board’s decisions where these stakeholders were directly considered.

Further information on how the Group Board had regard to the matters set out in s.172 can be found on pages 68 to 70 of the Group's Annual Report 2025 (available online at corporate.marksandspencer.com/annualreport2025).

Marks and Spencer International Holdings Limited

Section 172 (1) statement
The directors of the Company consider that they have responsibly and appropriately discharged their duties under the Companies Act 2006 (the “Act”), including their duty to act in the way that they consider, in good faith, will be most likely to promote the success of the Company for the benefit of its members as a whole, having due regard in doing so for the matters set out in section 172 (1) (a) to (f) in the Act (“s.172”).

The Company is part of the Marks and Spencer Group plc group of companies (the “Group”). Consequently, the Board of Marks and Spencer Group plc (the “Group Board”) and its Committees have overarching decision making authority for the Group on a number of reserved matters. These include setting the Group’s strategy and values, as well as reviewing and approving the Group’s operating plans, policies, processes and management structures, amongst others. Responsibility for actioning the Group Board’s decisions and strategic direction throughout the day-to-day management of the Group then rests with the Group Board’s executive directors and the Group’s senior leadership team. The directors of the Company therefore ensure that they give due care and consideration to discharging their duties and having regard for the matters in s.172 by adopting and adhering to the Group’s internal governance arrangements as outlined above.

In particular, the directors of the Company have considered the likely consequences of decisions in the long term, and the need to maintain a reputation for high standards of business conduct by ensuring that the Group's strategy, policies and minimum standards are adopted and supported by the Company. The Company's principal activity is that of a holding and investment company for the Group, and therefore the directors consider the needs of the Group in its decision-making as its direct stakeholders. Furthermore, as the Company relies on the resources of the Group, including its employees, suppliers and other business relationships, the directors also consider the needs of these indirect stakeholders, and any consequent impacts on them, by adopting and supporting the Group Board's decisions where these stakeholders were directly considered.

The directors' key decisions during the year related to the ongoing operation of its subsidiaries on behalf of the Group, and therefore the directors considered the overseas investments, trading and asset holding requirements of the Group as its key stakeholder.

Further information on how the Group Board had regard to the matters set out in s.172 can be found on pages 68 to 70 of the Group's Annual Report 2025 (available online at corporate.marksandspencer.com/annualreport2025).

Marks and Spencer (Initial LP) Limited

Section 172 (1) statement
The directors of the Company consider that they have responsibly and appropriately discharged their duties under the Companies Act 2006 (the “Act”), including their duty to act in the way that they consider, in good faith, will be most likely to promote the success of the Company for the benefit of its members as a whole, having due regard in doing so for the matters set out in section 172 (1) (a) to (f) in the Act (“s.172”).

The Company is part of the Marks and Spencer Group plc group of companies (the “Group”). Consequently, the Board of Marks and Spencer Group plc (the “Group Board”) and its Committees have overarching decision making authority for the Group on a number of reserved matters. These include setting the Group’s strategy and values, as well as reviewing and approving the Group’s operating plans, policies, processes and management structures, amongst others. Responsibility for actioning the Group Board’s decisions and strategic direction throughout the day-to-day management of the Group then rests with the Group Board’s executive directors and the Group’s senior leadership team. The directors of the Company therefore ensure that they give due care and consideration to discharging their duties and having regard for the matters in s.172 by adopting and adhering to the Group’s internal governance arrangements as outlined above.

In particular, the directors of the Company have considered the likely consequences of decisions in the long term, and the need to maintain a reputation for high standards of business conduct by ensuring that the Group’s strategy, policies and minimum standards are adopted and supported by the Company. The Company's principal activity is as an investment vehicle for the Group, to hold an investment in Marks and Spencer Scottish Limited Partnership (the “SLP”), and therefore the directors consider the needs of the Group in its decision-making as its direct stakeholders. Furthermore, as the Company relies on the resources of the Group, including its employees, suppliers and other business relationships, the directors also consider the needs of these indirect stakeholders, and any consequent impacts on them, by adopting and supporting the Group Board’s decisions where these stakeholders were directly considered.

The directors’ key decisions during the year related to the SLP, of which the Company is a limited partner. The Board agreed to amend the limited partnership agreement between the Company, Marks and Spencer plc, Marks and Spencer Pension Trust Limited (the “Trustee” of the M&S Pension Scheme) and the SLP (the “Partnership Agreement”) in June 2024, September 2024 and November 2024, reflecting deferrals of distributions due to be paid in the year to the Trustee from Marks and Spencer plc. In February 2025, the Board agreed to a number of restructuring amendments resulting in a further amendment and restatement of the Partnership Agreement. In doing so, the directors considered the liquidity requirements of the Group as its key stakeholder.

Further information on how the Group Board had regard to the matters set out in s.172 can be found on pages 68 to 70 of the Group's Annual Report 2025 (available online at corporate.marksandspencer.com/annualreport2025).

Marks & Spencer Simply Foods Limited

Section 172 (1) statement

The directors of the Company consider that they have responsibly and appropriately discharged their duties under the Companies Act 2006 (the “Act”), including their duty to act in the way that they consider, in good faith, will be most likely to promote the success of the Company for the benefit of its members as a whole, having due regard in doing so for the matters set out in section 172 (1) (a) to (f) in the Act (“s.172”).

The Company is part of the Marks and Spencer Group plc group of companies (the “Group”). Consequently, the Board of Marks and Spencer Group plc (the “Group Board”) and its Committees have overarching decision making authority for the Group on a number of reserved matters. These include setting the Group’s strategy and values, as well as reviewing and approving the Group’s operating plans, policies, processes and management structures, amongst others. Responsibility for actioning the Group Board’s decisions and strategic direction throughout the day-to-day management of the Group then rests with the Group Board’s executive directors and the Group’s senior leadership team. The directors of the Company therefore ensure that they give due care and consideration to discharging their duties and having regard for the matters in s.172 by adopting and adhering to the Group’s internal governance arrangements as outlined above.

In particular, the directors of the Company have considered the likely consequences of decisions in the long term, and the need to maintain a reputation for high standards of business conduct by ensuring that the Group’s strategy, policies and minimum standards are adopted and supported by the Company. The Company’s principal activity is food retail on behalf of the Group, and therefore the directors consider the needs of the Group in its decision-making as its direct stakeholders. Furthermore, as the Company relies on the resources of the Group, including its employees, suppliers and other business relationships, the directors also consider the needs of these indirect stakeholders, and any consequent impacts on them, by adopting and supporting the Group Board’s decisions where these stakeholders were directly considered.
Further information on how the Group Board had regard to the matters set out in s.172 can be found on pages 68 to 70 of the Group's Annual Report 2025 (available online at corporate.marksandspencer.com/annualreport2025).

Marks and Spencer Holdings Limited

Section 172 (1) statement
The directors of the Company consider that they have responsibly and appropriately discharged their duties under the Companies Act 2006 (the “Act”), including their duty to act in the way that they consider, in good faith, will be most likely to promote the success of the Company for the benefit of its members as a whole, having due regard in doing so for the matters set out in section 172 (1) (a) to (f) in the Act (“s.172”).

The Company is part of the Marks and Spencer Group plc group of companies (the “Group”). Consequently, the Board of Marks and Spencer Group plc (the “Group Board”) and its Committees have overarching decision making authority for the Group on a number of reserved matters. These include setting the Group’s strategy and values, as well as reviewing and approving the Group’s operating plans, policies, processes and management structures, amongst others. Responsibility for actioning the Group Board’s decisions and strategic direction throughout the day-to-day management of the Group then rests with the Group Board’s executive directors and the Group’s senior leadership team. The directors of the Company therefore ensure that they give due care and consideration to discharging their duties and having regard for the matters in s.172 by adopting and adhering to the Group’s internal governance arrangements as outlined above.

In particular, the directors of the Company have considered the likely consequences of decisions in the long term, and the need to maintain a reputation for high standards of business conduct by ensuring that the Group’s strategy, policies and minimum standards are adopted and supported by the Company. The Company’s principal activity is to carry out investment holding activities on behalf of the Group, and therefore the directors consider the needs of the Group in its decision-making as its direct stakeholders. Furthermore, as the Company relies on the resources of the Group, including its employees, suppliers and other business relationships, the directors also consider the needs of these indirect stakeholders, and any consequent impacts on them, by adopting and supporting the Group Board’s decisions where these stakeholders were directly considered.

The directors' key decisions during the year related to amendments to an existing shareholder loan facility as well as a revised revolving credit facility with Ocado Retail Limited, of which the Company owns 50% of the share capital. As well as considering the Company’s financial position in making its decisions, the directors considered the strategic priorities of the Group as its key stakeholder, to offer a leading omnichannel retail experience, including through Ocado Retail, to deliver profitable sales growth.

Further information on how the Group Board had regard to the matters set out in s.172 can be found on pages 68 to 70 of the Group's Annual Report 2025 (available online at corporate.marksandspencer.com/annualreport2025).

Section 172(1) statement

The directors of Gist Ltd (the "Company") (together the "Board") and the Board's senior management team, of which the directors are members ("Senior Leadership Team") consider that they have responsibly and appropriately discharged their duties under the Companies Act 2006 (the "Act"), including their duty to act in the way that they consider, in good faith, will be most likely to promote the success of the Company for the benefit of its members as a whole, having due regard in doing so for the matters set out in section 172 (1) (a) to (f) in the Act ("s.172").

The Company’s key stakeholders are its ultimate parent company (Marks and Spencer Group plc ("M&S Group plc"), the Company’s Employees, customers, suppliers, pension master trust, the communities in which it operates and the environment. Views of stakeholders are gathered by the directors and Senior Leadership Team and inform their decisions in Senior Leadership Team meetings. The stakeholders are impacted by, or benefit from, decisions made by the Board and Senior Leadership Team in different ways.

Board and Senior Leadership Team members receive training on their duties and this refreshed on an ongoing basis as necessary.

The following section outlines how the Company engages with, and has regard to, each of its stakeholder groups and the key decisions made during the period.

Ultimate parent company (M&S Group plc)
The Company is part of the M&S Group plc group of companies (the "Group"). Consequently, the Board of M&S Group plc and its Committees have overarching decision making authority for the Group on a number of reserved matters. These include setting the Group's strategy and values, policies, processes and Senior Leadership Team changes, material investments and disposals, amongst others. The directors of the Company therefore ensure that they give due care and consideration to discharging their duties and having regard for the matters in s.172 by adopting and adhering to the Group's internal governance arrangements. In particular, the Board and Senior Leadership Team of the Company have considered the likely consequences of decisions in the long term, and the need to maintain a reputation for high standards of business by maintaining regular dialogue with the Company's ultimate parent company, through regular meetings and monthly reporting to ensure that the Company and its operations remain aligned with the Group strategy and to inform on all aspects of the Group and the Company’s performance, delivery of strategy, material initiatives and Company news.

Employees
The company has over 5,700 colleagues operating across 17 sites and is committed to creating an environment where colleagues can be at their best and go home safely to their families every day.

The Senior Leadership Team’s objective is to establish a performance focussed environment, that is fair and inclusive, where everyone can develop and connect meaningfully to their manager, the company’s purpose and M&S. The Senior Leadership Team is also fiercely protective of everyone’s health and safety and aligns firmly to the objectives of the M&S Environment Social Governance (ESG) strategy, called Plan A.

The Senior Leadership Team’s ongoing priorities across the workforce, including those on permanent contracts, temporary contracts and agency staff, include:
- ensuring all the workforce within Gist have the skills, knowledge and training to perform their roles safely and effectively;
- embedding Gist’s ‘ways of working’, culture, vision and values throughout the organisation; and
- ensuring all key positions are filled with the best person for the job.

The Gist vision remains to deliver cost effective, industry leading logistics and supply chain services for the benefit of Marks & Spencer, Ocado Retail and their suppliers.

Gist vision and values, launched in 2021, remained in place during the 52 week period to 29 March 2025. All job descriptions, interview packs, periodic performance reviews and key performance indicators are based around these and ensure a consistent approach to recruitment and performance management, and retention of a high calibre of employees.

The safety of Gist’s employees and other stakeholders are reviewed as a standing item at each Senior Leadership meeting, with a rolling safety program targeting attitude, behaviours and specific higher risk workstreams.

The Senior Leadership Team regularly communicates with and engages its employees through briefings, internal company-wide emails, newsletters, website updates, social media and circulation of printed material for site notice boards. Our electronic media platform, ‘Brightsign’, is utilised effectively at sites, allowing use of corporate-wide and site specific news and messages to be shared across the business.

Customers
Our customers include major UK food retailers and food suppliers, who rely upon Gist’s expertise to run all or part of their supply chain

Members of the Senior Leadership Team are in regular communication and attend meetings with key customers to review performance and ensure their views and plans are reflected and fed into the planning and decision-making process.

Suppliers
Meetings and other communications with key suppliers are ongoing to review performance and ensure there is a fair value proposition for both parties. The standard payment terms applied are the end of the month following the date of invoice or 75 days. During the 52 week period, the average time to pay supplier invoices was 47 days.

Pension Master Trust
The company’s pension provision is held in a master trust. The Company has been regularly updated on the master trust via the relevant management company.

Community
Gist supports corporate social responsibility programmes and is committed to giving back to the communities in and around the sites we operate. Employees are encouraged to arrange local community activities, and these are frequently reported across the company wide communication channels.

Environment
As a logistics company, transportation continues to account for over 90% of our greenhouse gas emissions, as detailed in our Streamlined Energy and Carbon Reporting (SECR) Statement within the Directors’ Report. We remain focused on improving energy efficiency across our operations, and further information on our actions and progress can be found in the SECR Statement.

Gist continues to report on its sustainability commitments, with our latest Sustainability Report outlining our approach to environmental responsibility and the transition to lower-carbon logistics. The report also details our sustainability targets, which are aligned with M&S' Plan A, and highlights our engagement with colleagues, customers, communities, and the businesses we procure from:

https://www.gistworld.com/Who-we-are/Corporate-Responsibility/Environment-and-Sustainability