Where
great
places
start
Henry Boot PLC
Annual Report and Financial Statements
for the year ended 31 December 2025
Henry Boot Annual Report and Financial Statements for the year ended 31 December 2025
Our values
Put people first
People have always been the
heart of our business. Looking
after people and supporting
them as they strive to be the
best. Fostering connection.
Truly collaborating. Fully
committing to diversity and
inclusion. Acting responsibly,
sustainably and with compassion.
Do the right thing
We’ve always been true to our
word. We’re experts who use our
knowledge to do the right thing
(not just the easiest thing). Think
ahead. Provide solutions. Deliver
the highest standards, the best
result, the fairest terms. Commit
to delivering well tomorrow, not
just today.
Be open to change
We’ve been around since 1886
because we’re able to adapt to a
fast-changing world. We seek out
new opportunities. We evolve and
we change. We set new targets.
We actively listen, learning from
the ground up, not just the top
down. We always ask: what can
we do better?
From land promotion and property
development to home building,
Henry Boot is where great places start.”
Welcome to
the Henry Boot
Annual Report 2025
Henry Boot is one of the UK’s leading land, property
development and home building businesses – and we’ve
been transforming land and spaces since 1886.
Our vision
To grow sustainably, creating
transformational places and
spaces for generations to come.
Our purpose
Creating great places today,
to build a better tomorrow.
henryboot.co.uk
Overview
Our purpose 02
How we measure our performance 04
Chair’s introduction 06
Group structure 08
Strategic value in the business 10
Investment case 14
Strategic
Chief Executive Officer update 18
Business model 20
Our marketplace 22
Our integrated strategy 27
– Performance 30
– People 35
– Partners 40
– Places 42
– Planet 44
Segmental review
– Land promotion 46
– Property investment and development 48
– Home building 51
– Construction 52
Financial review 53
Principal risks and uncertainties 57
Our risks 60
TCFD report 68
Section 172 statement 85
Governance
Board of Directors 92
Executive Committee 94
Governance at a glance 96
Chair’s corporate governance statement 98
Corporate governance report
– Division of responsibilities 102
– Board leadership and company purpose 104
– Audit and Risk Committee report 116
– Corporate governance statement 121
– Nomination Committee report 124
– Responsible Business Committee report 129
– Directors’ Remuneration report 134
– Summary of the Remuneration Policy 139
– Annual Report on Remuneration 141
Directors’ report 152
Statement of Directors’ responsibilities in
respect of the Financial Statements
159
Financial Statements
Independent auditor’s report 162
Consolidated statement of
comprehensive income
170
Statements of financial position 171
Statements of changes in equity 172
Statements of cash flows 173
Notes to the financial statements 174
Shareholder Information
Notice of Annual General Meeting 236
Financial calendar 240
Advisers 240
Group contact information 241
Glossary 242
01
Shareholder informationOverview Strategic report Governance Financial statements
Annual Report and Financial Statements for the year ended 31 December 2025
Creating
great
places
today
Our purpose challenges us and everyone who
works with and for Henry Boot to deliver to the
highest possible standards.
If we do, we’ll create healthy, sustainable and attractive places that make a
positive contribution to our communities – the kind of places that generate long
term social and economic value hat we can be proud of. We’ve been true to our
purpose since we were founded in 1886. It’s part of who we are.
Sustainability at the core
Sustainability is embedded in
everything we do. By aligning our
projects with our purpose, we ensure
that every development prioritises
environmental responsibility whilst also
delivering significant value creation for
shareholders.
Our focus on sustainable practices
means that the places we create today
will not only stand the test of time but
contribute to a healthier planet for
generations to come.
We remain committed to quality and
to delivering a premium customer
experience. We work collaboratively
and in partnership to seek new
opportunities, and to deliver lasting
impact. Henry Boot gave us a legacy
we’re proud of and fuels our desire
to be a business where great places
start. Then, now, and for future
generations to come.
We are a solutions-
driven and customer-
focused business.
Core customers
Talent
Our people – past, present
and future
Customers
Occupiers, buyers, service-users,
communities
Landowners
Private, institutional, public sector
Partners
Joint venture, commercial
development, local authority
Investors
Individuals, family, institutional,
real estate
Other
Community leaders
Local authorities, community
leaders
Influencers
Policymakers, national & local
government, trade bodies, media
Suppliers
Professional services,
contractors, trades
Read how we are committed to net zero on page 44
henryboot.co.uk02
to build
a better
tomorrow
On this journey of being an impact-led business we use Halifax’s
“Theory Z” to guide us, and report on our 5 P’s. We dene our
success and impact through ve key, interlinked measures.
Financial
performance
Places and
planet
Partners People
The culture we foster
“Putting people first, investing
in development, working to
sustain and improve our people’s
working experience.”
Customer
“Enables us to fulfil our promise
to society and our customers . . .”
Creating value
“Delivering returns to our
shareholders . . . ”
Enhancing operations
“Improving the way we
do things . . .”
The culture
we foster
The way we
do things
Benefitting
society
Protecting the
environment
People
We create great places
by working closely
with our people to
build an inclusive,
supportive culture,
investing in wellbeing,
diversity, inclusion, and
team development so
everyone can thrive.
Partners
We strive to be the
partner of choice by
investing our time and
expertise in strong,
responsible relationships
with our supply
chain, advisers, and
commercial partners to
create the best value for
everyone we work with.
Places
Supporting and
working alongside the
communities we serve
is central to Henry
Boot, and we continue
to invest our time,
resources, and funding
to create long-lasting,
genuine social value for
our community partners.
Planet
We create sustainable
places to help lower
our environmental
impact and working
with partners to share
practical, innovative
solutions that protect
the planet.
Performance:
Delivering sustainable returns and growing financial performance is our focus, but we also want to be judged
by other priorities...
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
03
How we measure
our performance
We combine commercial success with positive societal impact.
Alongside our commercial performance we’re committed to creating
healthy, sustainable and attractive places that make a genuine
contribution to our communities.
People highlights
We succeed by investing
in our own people,
improving internal
communications,
creating a sense of
shared purpose, and
via policies that include
industry-leading pay
and reward, employee
wellbeing, health
and safety.
• Our eNPS score
was 29, which is
considered ‘very good’
by our HIVE employee
engagement partners.
• Launched a financial
wellbeing portal with
Finwell to support our
people with budgeting,
pensions, mortgages,
and retirement
planning.
• Leadership
programme delivered
to approximately 50
of our leaders across
the business.
Partners highlights
We succeed by investing
in long term, productive
partnerships and being
a partner of choice in
our industry. We work
hard to put people first
and offer fair terms and
conditions, best practice,
safety, and through our
unwavering commitment
to high standards,
quality and delivery in
everything we do.
• Paid our suppliers
promptly and provided
support and guidance
for our supply
chain partners on
industry issues.
• Partnered with the
Yorkshire Climate
Action Coalition to co-
deliver the Yorkshire
Climate Action dinner
in Leeds.
• Worked in partnership
with Crisis to
undertake consultation
on how the property
sector could better
collaborate to
tackle and prevent
homelessness.
Places highlights
We build a better
tomorrow through
progressive placemaking
and working in
partnership with the
communities where we
work. Our partnerships
demonstrate a
commitment to creating
healthy, high quality
communities and
neighbourhoods that
people can live and
work in – and enjoy –
for generations.
• Contributed over
£300,000 of value
to our community
and charity partners
(including over
£70,000 raised for our
charity partner Crisis
in the partnership
to date).
• Contributed over 3,500
volunteering hours to
support a wide range
of community and
education partners.
• Engaged over 3,000
learners across our
areas of operation.
Planet highlights
We adapt to the
challenges and
opportunities posed by
climate change via our
Responsible Business
Strategy, sustainability
targets – and by
adopting a sustainable
mindset across the whole
group. We measure
success not just by short
term targets, but by
the lasting legacy our
sustainable approach
generates.
• Further implemented
the utilisation of
hydrogenated
vegetable oil (HVO)
fuels for use across
our fleet and generator
requirements.
• Reduced our direct
greenhouse gas (GHG)
emissions by 40%
(when compared to our
2019 baseline).
• Worked with industry
partners including
the UK Green
Building Council and
Yorkshire Climate
Action Coalition to
share knowledge
and solutions across
our sector.
henryboot.co.uk04
Performance highlights
Strong, sustainable financial performance
and commercial growth is our primary goal.
Group revenue Profit before tax
£307.0m £29.1m
2025
£307.0m
2024
£315.8m
2023
£359.4m
2022
£341.4m
2021
£230.6m
2025
£29.1m
2024
£30.7m
2023
£37.3m
2022
£45.6m
2021
£35.1m
Capital employed Return on capital employed (ROCE)*
£446m 7.5%
2025
£446m
2024
£439m
2023
£417m
2022
£399m
2021
£376m
2025
7.5%
2024
8.0%
2023
9.9%
2022
12.0%
2021
9.6%
NAV per share (excluding defined
benefit pension scheme surplus)
Dividends per
ordinary share
312p 7.86p
2025
312p
2024
312p
2023
300p
2022
290p
2021
276p
2025
7.86p
2024
7.70p
2023
7.33p
2022
6.66p
2021
6.05p
This report contains the following alternative performance measures (APMs): Including discontinued operations; Underlying
profit; Return on Capital Employed; Net Asset Value (NAV) per share; Net (debt)/cash; Total Property Return; Total Accounting
Return; before revised classification. More details can be found on page 56
* Before the revised classification of the group’s main borrowing facility (based on revised classification ROCE was 6.2%)
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
05
Chair’s introduction
Henry Boot delivered a resilient
performance in 2025 despite being
impacted by challenging markets
as a result of continuing global
political and economic uncertainty.
In particular, we saw strong demand
from housebuilders for our high quality
residential land, achieving a record
number of plot sales.
Across our markets, generally
transaction volumes remain subdued,
with deals taking longer to complete,
particularly in the second half of the
year in the run up to November’s
budget. Against this backdrop, we
delivered a profit before tax, including
the initial profit recognition on
disposal of Henry Boot Construction,
of £29.1m (2024: £30.7m), broadly
in line with market expectations*, or
on an underlying profit basis £27.5m
(2024: £29.4m) excluding revaluation
movements on completed investment
property. We are closely monitoring
the events in the Middle East, and
the implications it might have on the
wider economy, our markets, and
our customers.
The group’s NAV per share, excluding
the defined benefit pension scheme,
was broadly unchanged at 312p (2024:
312p), and including dividends paid
in the period, we delivered a total
accounting return of 2.5% (2024: 5.8%).
This reflects lower retained earnings
and the impact of the completion of
the first tranche of the Stonebridge
Homes acquisition. We continue to
drive the store of worth within our
portfolio through increased levels of
planning permissions achieved in both
Hallam Land and HBD. It is important
to highlight that the majority of our
assets are conservatively held at
cost, rather than marked to market,
therefore the value we have created
will be recognised in future periods,
on disposal.
Strategically, 2025 marked a year of
significant progress. We accelerated
planning applications to grow our
consented plots within Hallam Land,
and following the increase in our
ownership of Stonebridge Homes
to 62.5%, we have introduced new
processes to further professionalise
its operations. Agreeing the sale of
Henry Boot Construction in September
2025 was a significant step, allowing
us to streamline our structure and
sharpen our focus on high quality
land, prime property development,
and premium homes. In anticipation
of these changes, the Future Ways of
Working programme commenced in
March 2025, driving organisational
and management changes to boost
agility, resilience, responsiveness,
and efficiency.
The Board has proposed to pay a final
dividend of 4.62p per share, which,
together with the interim dividend of
3.24p, gives a total dividend of 7.86p
(2024: 7.70p), an increase of 2.1% for
the year. Subject to approval at the
AGM on 21 May 2026, this will be paid
on 29 May 2026 to shareholders on
the register at the close of business on
1 May 2026.
The decision to hold the final dividend
at last year’s level is consistent with
our policy to invest selectively across
the group while acknowledging the
importance of delivering an income
return to our shareholders. We remain
committed to a progressive dividend
over the medium term as earnings
pick up.
On behalf of the Board, I wish to
extend my thanks to our people
for their dedication and hard work
throughout the year. Our annual
Employee Engagement Survey
continues to inform our ambition to
make Henry Boot an outstanding place
to work. This year’s results maintained
a ‘very good’ employee Net Promoter
Score (eNPS) of +29 (2024: +30), which
is +14 points above our peer group
average, a true reflection of our team’s
commitment to Henry Boot.
Peter Mawson
Chair
* Company compiled market consensus for 2025
profit before tax is £29.2m.
The Future Ways of Working programme
is driving organisational and management
changes to boost agility, resilience,
responsiveness, and eciency.”
Peter Mawson
Chair
Read more about the Board’s activities
in the Governance section on
page 100
henryboot.co.uk06
Future Ways of Working
In March 2025, we launched our Future Ways of Working (FWoW)
programme. Our aim is to drive growth by strengthening collaboration,
aligning working practices and leveraging synergies across our group.
At the heart of FWoW is a commitment to involve our people. Many colleagues expressed a desire to contribute and play
an active role in shaping the change. A high-performance culture is critical to delivering our growth strategy and every one
of our people has a role to play in delivering it. Through extensive engagement and feedback, four priority areas emerged:
21
3 4
Strengthening alignment
Developing our group-wide business strategy, to
create clearer strategic and operational alignment.
This includes establishing more structured opportunities
to innovate, share expertise and resources, ultimately
fostering closer working relationships to make the right
calls for our customers and shareholders.
Enabling decision making
We want to ensure we are leveraging the right skills
and experience across the group at the right cost.
This means empowering decision making at lower
levels, encouraging accountability, and enabling our
people to operate with greater autonomy to make the
right choices.
Refining our business structure
We will continue to refine our centralised group
functions, placing stronger emphasis on business
partnering and the use of data and analytics. This will
help us identify synergies, improve efficiency and
deliver greater value to all our stakeholders.
Investing in our people and culture
Our culture remains one of our greatest strengths.
We will continue to support our people in developing
a mindset of growth, resilience, responsiveness and
agility. We are honest and straight talking, and these
qualities are essential for navigating change and
driving progress.
We believe that investing time and energy into FWoW will become a defining part of our business philosophy and a vital
discipline for our continuing evolution. We have learned that when we commit – individually and collectively – and act
with positivity, clarity, and purpose, we create the conditions needed to deliver at our best.
We’ve made meaningful progress this year, and that momentum matters. But there is still more to do and we will continue
building the environment we need to shape Henry Boot for sustainable long term growth and ensure we are ready for the
opportunities ahead.
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
07
Hallam Land
Hallam Land
Henry Boot
Construction
Banner Plant
H B D
Hallam Land
Hallam Land
Henry Boot
Construction
Banner Plant
H B D
Group structure
We focus on high quality land, prime property
development and premium homes.
Last year we made some key changes to simplify our business model.
Completed sale of Henry Boot
Construction for £4m
At the end of last year, we completed
the sale of Henry Boot Construction.
The business has made only a small
contribution to group profits, with the
disposal reducing the risk profile of
the group.
This move fits our strategy and
enhances growth prospects with a
more focused portfolio with greater
synergies. All things being equal, this
will improve the equity narrative and is
likely to attract greater understanding
and investor interest.
Home building is an important
business segment
The residential markets are driven
by positive long term trends such as
population growth.
In January 2025, we became the
majority owner of Stonebridge Homes,
which builds premium homes in
some of the most sought-after areas
of Yorkshire, the Midlands and the
North East.
A rock-solid balance sheet provides a
strong platform to accelerate growth
and improve returns.
Well placed for the future
Investing to support growth.
Our endorsed brand model
Land promotion Property investment
and development
Home building
c.106,000
strategic land plots
c.£1.4bn
development pipeline
Multi-regional premium home
builder with land bank of
c.2,500 plots
henryboot.co.uk08
Key
Head Office
Regional Office
Hire Centre
Our geographical reach
National coverage and strategic sites
The head office of the Henry Boot group is located
in Sheffield but we operate throughout the country.
We have eight regional offices and seven plant hire
centres to ensure we are close to our strategic sites and
we are able to maximise our development opportunities.
Our reputation is built on our ability to promote and deliver high quality schemes.
Operating across the UK, and employing nearly 400 people, we focus on three long term growth markets.
Residential
A market in which we continue to
grow our presence through one of
the largest strategic land portfolios
in the country and a growing
premium home builder
• Hallam Land achieved record
sales of nearly 4,000 plots,
exceeding its financial target
for the year
• Positive changes to the National
Planning Policy Framework
resulted in the group materially
accelerating planning
applications, with c.11,000
plots submitted in 2025
• In January 2025, the group
increased its ownership in
Stonebridge Homes to 62.5%,
and continues to make progress
in professionalising and
integrating the business into
the group
Industrial and Logistics
We have a strong track record of
delivering prime Industrial and
Logistics units across England
• In 2025, the group completed
449,000 sq ft of Industrial
and Logistics development
through its Origin JV with
Feldberg Capital, at a total
combined GDV of £100m
(our share: £25m)
• In line with our ambition to
scale up Origin, we added
three further schemes with
a combined GDV of £56m
(our share: £14m) into its
pipeline in December 2025
Urban development
Urban development is becoming
increasingly uneconomic without
public sector grant support, and
as a result we have begun to
focus more on innovation and
technology-led opportunities,
including:
• The £1bn Golden Valley project
in Cheltenham, which received
outline planning in July 2025
for 1 million sq ft of commercial
space and 576 homes. The first
£98m phase is due to start in
H2 2026
• Duxford AvTech (£120m GDV)
a 435,000 sq ft project set to
create a technology campus,
dedicated to developing
low and zero carbon aircraft
technology at IWM Duxford
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
09
0 100,00080,00060,00040,00020,000
Dec
2025
105,854
Dec
2024
104,787
Dec
2023
100,972
Dec
2022
95,704
Dec
2021
92,667
19,580 9,024 77,250
82,819
79,003
73,976
68,543
13,146 8,822
13,468 8,501
12,297 9,431
11,25 9 12,865
120,000
Strategic value in the business
Land promotion
Hallam Land manages one of the top five largest land portfolios in the country,
with the potential to facilitate nearly 106,000 homes.
We continue to grow one of the
largest strategic land banks in
the country.
Regional breakdown
105,854
Total plots
North
13,497
South Midlands
21,799
South East
10,655
Scotland
12,069
North Midlands
19,254
South West
22,475
South
6,105
Residential land plots
Key
Plots in planning Plots with permission Future plots
Plots with permission
9%
Plots in planning
18%
Future plots
73%
henryboot.co.uk10
Property investment and development
HBD manages a development pipeline of £1.4bn (our share), the equivalent of 7 million sq ft of
developments across our key markets, while maintaining a £119.8m investment portfolio.
Future development pipeline
The group has a total
development pipeline of £1.7bn
GDV (our share £1.4bn), with all of
these opportunities sitting within the
group’s three key markets.
Key
Consented Controlled
Industrial and
logistics big box
22%
Industrial
and logistics
mid/small box
34%
Urban
residential
19%
Urban
commercial
25%
Industrial and
logistics
56%
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
11
Newcastle
Hull
Leeds
Sheeld
Manchester
Liverpool
Stoke
Nottingham
Leicester
Strategic value in the business
continued
Home building
Stonebridge Homes, our majority owned home building business, manages
a land portfolio capable of delivering c.2,500 homes, with an ambition to
deliver up to 600 new homes a year.
Key
Owned Controlled
Stonebridge outlets and land bank
Added 1,031 plots to the land bank across five sites
Read more in the Business
Review on page 51
henryboot.co.uk12
Key
Owned Controlled
Pictured: Grainger Park, Goldsborough
13
Shareholder informationOverview Strategic report Governance Financial statements
Annual Report and Financial Statements for the year ended 31 December 2025
Investment case
21
3
5
4
Effective management
and shareholder returns
The group has a strong track record of effectively
managing the balance sheet, while continuing to
create shareholder value through our strategic focus
on delivering sustainable growth. We have delivered
attractive returns through the cycle with a 10-year
return on capital employed of 11.7% per annum and
total accounting return of 9.4% per annum.
Clear focus on three key markets
driven by positive long term trends
Our strategy remains achieving long term growth
through our focus on three key markets. I&L is a sector
where long term growth is supported by several
structural drivers, with occupier take-up experiencing
a steady recovery in 2025. UK house prices
marginally increased in 2025, with Northern England
outperforming. Within urban development our focus has
shifted to innovation and technology-led opportunities.
Significant embedded
value in the business
There is significant embedded value across the group,
with our strategic land and property developments
held at cost, rather than revalued on a mark-to-market
basis. This includes c.106,000 strategic land plots
(of which c.9,000 have planning permission) and a
£1.4bn (our share) development pipeline (with 55%
focused on Industrial and Logistics). Added to this,
we have a premium housebuilder, with a land bank of
c.2,500 plots.
Our culture and people
Our people are vital to Henry Boot’s long term success.
A positive and inclusive embedded culture enables us
to create and maintain long standing relationships with
our customers, clients and communities. This is crucial
to our sustainability, creating an environment which
empowers our people to deliver the group’s strategy,
while continuing to attract and retain people who
support our culture.
Responsible business approach
We concluded the first phase of our Responsible
Business Strategy (launched in January 2022) at the end
of 2025. The strategy, which outlined forward-looking
targets aimed at further embedding our environmental,
social, and governance (ESG) approach into the group’s
commercial and strategic decision making, saw us make
strong progress on our responsible business practice. It
will be followed by phase two in 2026 which will include
our ongoing commitment of achieving net zero carbon
(NZC) by 2030.
henryboot.co.uk14
2025
2024
2023
2022
2021
2020
2019
2018
2017
2016
0.0p 1.0p 2.0p 3.0p 4.0p 5.0p 6.0p 7.0p 8.0p 9.0p
2025
2024
2023
2022
2021
2020
2019
2018
2017
2016
200 250 300 350 400 450
Dividend per share Capital employed
HY FY £ million
Our strengths
Our diversified businesses
Henry Boot operates across the whole property
value chain.
With our uniquely sustainable business model, we
have built a market-leading group of companies that
source, develop and deliver across the whole property
value chain.
We manage the combined effort and expertise of four
subsidiaries, investing in our future to create long term
value and robust returns for all our stakeholders.
Our capital structure
We reinvest the cash generated from our investment
portfolio into higher returning areas of the business.
Our financial structure allows us to invest in the more
profitable areas of the business to ensure we can
maximise value, while maintaining prudent gearing
levels. HBD’s property investment portfolio generates
rental income each year, allowing us to borrow against
the investment portfolio at attractive rates.
Our planning and
development expertise
The group has been in business for nearly 140 years
and we are valued for our expertise and forward-
thinking approach.
Henry Boot recognises that our people are fundamental
to the success and sustainability of the group. It is their
expertise across our three key markets that executes
our business model successfully and delivers the value
created by the business to our stakeholders.
Our relationships
We work closely with our stakeholders, including our
landowners, key property advisers (who inform us
of potential opportunities), planning consultants and
legal advisors.
At Henry Boot, we pride ourselves on collaboration.
We set clear mutual expectations and strive to achieve
them. We promote cross-team working and work in
partnership to make things happen.
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
15
Strategic
report
16 henryboot.co.uk
Strategic
Chief Executive Officer update 18
Business model 20
Our marketplace 22
Our integrated strategy 27
– Performance 30
– People 35
– Partners 40
– Places 42
– Planet 44
Segmental review
– Land promotion 46
– Property investment and development 48
– Home building 51
– Construction 52
Financial review 53
Principal risks and uncertainties 57
Our risks 60
TCFD Report 68
Section 172 statement 86
The Directors present the group Strategic
Report for the year ended 31 December 2025.
This report sets out how Henry Boot continues to
create consistent value through the promotion of
new land opportunities, the development of, and
investment in, high quality property assets, and
construction activities.
The Business Overview and Strategic Report on
pages 16 to 89 have been approved by the Board and
signed on its behalf by
Tim Roberts
Chief Executive Officer
14 April 2026
Pictured: Spark, Walsall, a 464,000 sq ft
industrial and development scheme.
17
Shareholder informationOverview Strategic report Governance Financial statements
Annual Report and Financial Statements for the year ended 31 December 2025
Chief Executive Officer update
The macroeconomic environment
remains challenging, with transaction
volumes across our markets still below
long term averages as investors,
occupiers and customers take longer
to make decisions.
The prolonged lead up to the
November Budget had a particularly
negative impact on both consumer
and business confidence. Despite
this, we continued to experience
good demand from housebuilders for
our high quality residential land, as
many look to increase the number of
sales outlets. Against this backdrop,
we were relatively pleased that total
sales of land, commercial property,
and houses for the year were £356m
(2024: £347m) with our share at £193m
(2024: our share £224m). We are alert
to the events in the Middle East, and
the effects will depend on how long
the conflict lasts.
Commercial property markets are
recovering, with capital values rising
by 1.4% and total returns reaching
7.1% in 2025 according to the CBRE
Monthly Index. Industrial performed
particularly well, with capital values
increasing by 2.5% on the back of
4.8% rental growth. The majority of
our committed developments and
pipeline sit within the industrial sector,
where we are also leveraging our
operational expertise through the
Origin JV. Urban development has
become increasingly uneconomic
without public sector grant support.
We have therefore pivoted our
focus toward the innovation and
technology-led opportunities, where
we can leverage our experience in this
specialist sub sector. This includes
market leading schemes in Cheltenham
and Duxford.
In 2025, UK house prices rose by 0.6%,
with residential land values softening
slightly. Benefiting from the changes
to the NPPF, we secured consents
for 4,159 plots, a significant 39%
increase on the prior year. In 2025, we
invested £28.8m of capital, growing
our store of consents to 9,024 plots
and into new opportunities. We plan
to invest an additional c.£27m in 2026,
submitting a similar level of planning
applications, as we materially increase
our portfolio of consented land to sell
to housebuilders.
To support our growth ambitions, we
are streamlining and coordinating our
sales processes within Hallam Land,
ensuring more efficiency and agility
as we move forward. Last year, we
sold 3,957 plots, a record number,
with expectations to sell more in
2026. The investment and growth in
consents and the number of planning
applications create a sustainable
platform to achieve our medium term
target of selling 3,500 plots per annum
on average and to grow sales beyond
that level.
Throughout 2025, we completed
schemes with a total of £119m GDV
(our share: £33m) with 32% pre-let
or sold. We maintained a good level
of I&L activity, including completing
on c.449,000 sq ft of industrial space
through our Origin JV. We have
seen encouraging occupier interest
and anticipate securing additional
lettings. At the start of the year, we
are committed to £66m GDV (our
share: £18m), delivering an additional
412,000 sq ft, the majority of which
is in Origin. The JV provides us
with the dual benefit of receiving
development management fees
alongside the opportunity to generate
performance fees.
We continue to upgrade and replenish
our development pipeline, which
currently stands at £1.4bn (our share)
and provides us with a strong near
term pipeline to create value. It also
gives us optionality to increase our
level of committed development in line
with demand, while in the meantime,
allowing us to keep our capital
employed in future opportunities low
at £61m. In this respect, in the summer
we expect to commit to phase one
of Golden Valley Cheltenham (£98m
GDV), a £1bn flagship mixed use
campus adjacent to GCHQ, focused
on national security and emerging
technologies such as AI and quantum
computing. Public sector funds have
already been secured to fully fund
the construction of this nationally
significant cybersecurity development.
We remain condent in the group’s potential
to deliver attractive returns for shareholders
given the increased depth and quality of
opportunities within our portfolio.”
Tim Roberts
Chief Executive Officer
henryboot.co.uk18
Last year was challenging for
Stonebridge Homes, which
experienced slower sales, completing
185 homes, with delays in obtaining
detailed planning consents, affecting
our ability to get on site and open new
outlets. Combined with a relatively
high number of sites that are almost
fully sold, this resulted in a sales rate of
0.37. We also saw some cost overruns.
However, we are focused on rebuilding
momentum, with output expected to
recover to between 200–220 homes
in 2026, putting us back on track to
achieve our medium term target of
delivering 600 homes per annum.
The residential market is long term,
and with Hallam Land now directing
the land buying strategy, we have the
skills, a clear plan to scale, and strong
conviction in our regional model.
Having become the majority owner
of Stonebridge Homes in 2025, we
replaced the Managing Director as part
of our programme to professionalise
and integrate the business into the
group. The search for a permanent
replacement is underway, and,
meanwhile, Ed Hutchinson, Managing
Director of HBD and Executive
Committee (ExCo) member, is serving
as Interim Managing Director. Ed has
extensive expertise in building and
construction processes, as well as land
acquisition, planning and stakeholder
engagement, including customers. He
has overseen the successful delivery
of several major premium residential
developments for HBD, including The
Chocolate Works in York and SETL
in Birmingham.
We are investing in our people and
systems, supported by our group
function teams, to strengthen
Stonebridge Homes’ sales capability
and elevate the customer experience.
Our improvement plan focuses on
enhancing operational efficiency and
improving our use of data to create
stronger links between teams. We also
expect to make selective land disposals
to increase asset turn and ensure site
sizes align with our premium homes
strategy. While it’s still early in 2026,
we are encouraged by the fact that
net private weekly reservation rates
at Stonebridge Homes are running at
0.43 over the 11 weeks to 15 March,
compared with 0.34 for the same
period in 2025.
At the end of 2025, we completed
the sale of Henry Boot Construction.
This transaction creates a more
focused mix of businesses with greater
synergies, as well as reducing the
risk profile of the group. Henry Boot
Construction begins this year with a
strong order book, which leaves our
former colleagues well positioned for
future success and able to commence
repayment of the £4.0m vendor loan
due over the next five years.
In anticipation of the sale of Henry
Boot Construction, the integration of
Stonebridge Homes and our ambition
to create a more agile, robust and
responsive organisation, supported
by a leaner central function, we
commenced our FWoW programme
in March 2025. The programme is
designed to drive efficiency, improve
collaboration and the sharing of
expertise and resources across our
three core businesses. This included
reshaping functions within the group,
with Steve Stacey, formerly Group
Finance Director, appointed as Chief
Operating Officer. Jaimie Read has
been promoted to the role of Company
Secretary, and Iain MacSween has
been appointed Managing Director of
Hallam Land. Steve and Iain will also
join ExCo.
As part of the FWoW programme, we
have already delivered a reduction
in central overheads of 20% in 2025,
with further savings anticipated in
2026. This initiative is designed to
strengthen profitability by aligning our
resources and capabilities with the
group’s new structure and strategic
focus, while still enabling incremental
investment in priority areas that will
support medium term growth. We have
also implemented the first phase of
Dynamics 365, enabling processes to
be systemised and data to be captured,
stored and used more effectively to
support decision making.
Outlook
We continue to focus on land
promotion and premium home
building, while expanding our industrial
development activity. Within urban
development, we are increasingly
targeting high growth specialised sub
sectors such as cyber and innovation,
where we see strong medium term
prospects.
Land promotion remains a core driver
of value creation for the group, with
Hallam Land focused on growing
its store of planning consents and
increasing volumes of plot sales to
housebuilders. As a result of the
positive planning changes, we believe
this is an opportunity which is very
deliverable and will support our
expectations for medium term profit
growth. Hallam Land is therefore
expected to have another good year.
However, the anticipated sales mix,
with a higher percentage of promotion
agreements and a lower share of
freeholds, is likely to result in profit
per plot being lower than our typical
rate of £10,000, with a corresponding
impact on operating profit.
Within HBD, the strategic focus
remains on industrial development,
primarily through the Origin JV. This is
underpinned by a £1.4bn development
pipeline, which is expected to support
an increase in committed development
activity over £150m by late 2026 and
into 2027. A key milestone will be
the commencement of phase one of
Golden Valley (£98m GDV), which is
scheduled to start this summer.
At Stonebridge Homes, we anticipate
that performance will begin to recover
during 2026. Delays in the planning
system are expected to remain a
limiting factor on the number of new
outlets during the year. While the
important spring selling season is
still in its early stages, there are early
indications of market recovery.
Primarily due to the timing of large land
and development transactions in the
pipeline, together with the inherent
seasonality of housebuilding, means
that, as in previous years, the group
expects performance to be heavily
weighted towards the second half of
the financial year. It is expected that
these large transactions will also help
reduce gearing towards our optimum
range. While we continue to monitor
the situation in the Middle East and
its potential impact on inflation and
interest rates, which could affect
transaction volumes in our markets,
there are significant opportunities
across our portfolio, supported by a
rock solid balance sheet. Assuming the
impact from the conflict in the Middle
East is not prolonged, the business is
well positioned to deliver the recently
revised market expectations for FY26*
and with a continued belief that we
will deliver against our medium term
growth and return targets.
Tim Roberts
Chief Executive Officer
* Company compiled of recently updated market
consensus for 2026 profit before tax is £20.2m.
This report contains the following alternative
performance measures (APMs): Including
discontinued operations; Underlying profit;
Return on Capital Employed; Net Asset Value
(NAV) per share; Net (debt)/cash; Total Property
Return; Total Accounting Return; before revised
classification. More details can be found on
page 56.
Read more about the Board’s
decision making on the HBC sale on
pages 88-89
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
19
Business model
Our group comprises four businesses, Hallam Land, one of the
UK’s largest land promoters, HBD, our property investment and
development business, Stonebridge Homes, our premium home builder,
and plant hire specialist Banner Plant.
Being part of the Henry Boot group
The strength in being part of our
collective continues to grow.
The obvious benefits associated
with being part of a PLC such as
funding, reputation, governance,
HR and stewardship have always
been there and each year we focus
on continually raising important
standards.
There are many collaborative
opportunities that the individual
businesses can share and benefit
from. Our detailed knowledge of the
planning system meets the latest
environmental credentials, using the
latest technology (including AI) to
automate and optimise developments
to the customers’ needs.
These are all examples of skills and
capabilities that can be shared and
help elevate the overall capabilities
of the collective. Working together
can also help create opportunities to
work with partners and customers to
forward fund a development and de
risk a scheme.
Balance of activities through the ‘value chain’
Land promotion Property investment &
development
Home building
Securing planning permission is
a complex but valuable process
central to our land promotion and
development. Hallam Land, our
land promotion company, works
with advisers and landowners to
identify and optimise agricultural
sites, selling them after permission
is granted. Using agency and
option agreements reduces
costs and increases involvement,
allowing Hallam Land to maximise
returns on capital employed.
HBD acquire land, obtain planning
permission, and develop it
themselves, primarily focusing on
commercial schemes. They can
self-fund or secure prefunding,
enabling commitment to long
term regeneration projects
without relying on bank loans.
Some developments are sold;
others are retained in their
investment portfolio.
Our majority-owned home builder,
Stonebridge Homes, delivers
premium homes across Yorkshire,
the Midlands and the North East.
Our master planning and design
focus on sustainability and long
term viability, means we deliver
homes that are energy-efficient in
desirable places to live.
henryboot.co.uk20
Development
of sites
Creating value through three core markets
Residential
In our residential developments,
we go beyond building homes
– we create communities. Our
planning and design prioritise
sustainability, biodiversity, and
long term viability. Through
Stonebridge Homes, we
are committed to delivering
homes that meet the highest
environmental standards, ensuring
they are not only energy efficient
but also desirable places to live.
Industrial and Logistics
Our approach to Industrial and
Logistics development is rooted
in our purpose. We create
strategically located logistics
hubs that meet the demands of
modern cities, integrating cutting-
edge technology to optimise for
efficiency and sustainability. By
working closely with partners
and stakeholders, we ensure that
these developments contribute
positively to economic growth and
social value.
Urban development
Our urban projects are guided
by our commitment to creating
vibrant, inclusive and sustainable
city spaces. With a focus on strong
ESG credentials, we ensure that
our developments contribute
positively to urban environments,
fostering community engagement
and delivering long term value to
residents and stakeholders.
Identify
opportunities
and acquire land
Property investment
and development
Land promotion
Home building
The impact we are making
When creating our Responsible Business Strategy, we
engaged our stakeholders to understand which of the
UN Sustainable Development Goals (SDGs) they felt our
business could most positively impact.
Based on the feedback received, the Responsible Business
Committee selected the below SDGs as those best aligned
with our corporate purpose.
Society
All of the targets contained within the Responsible
Business Strategy have been influenced and shaped
through consultation with our people, our commercial and
community partners, our senior management and Board, and
our professional advisers to ensure that they are robust and
ambitious (while also achievable), and will create the impact
we aspire to.
To learn more about our responsible business progress go to
page 34 or read our separate Responsible Business Strategy
Progress Report
Our value generation
People
Our people deliver the core activities of our business model.
We invest a significant amount of time and resource in their
training and development to ensure they are empowered
in their roles. We apply the same methods and dedication
when we are recruiting to ensure we attract the highest
calibre of people within the group.
Places
We have offices in eight locations across the UK, but we
have projects that extend our community impact across the
country. Wherever we operate, it is fundamental to us that
we develop strong relationships and partnerships with our
communities. This could be by using the local supply chain
on projects or volunteering our skill set to a local charity.
Partners
We are committed to maintaining our long standing track
record of customer satisfaction. We continue to listen,
understand and adapt how we can improve upon what we
deliver, so we are able to further enhance the competitive
advantage our group brings to its customers.
Shareholders
Our priority is to protect the sustainability of the group
for our shareholders. By operating transparently and
responsibly, we are able to create added value for our
shareholders, providing updates on performance and
changes to the strategic direction of the group.
Track record of generating attractive returns
Obtain
planning
permission
Investment
portfolio
Sale of
land
Sale of
property
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
21
Our marketplace
Read more in the Business
review on pages 46 to 52
Residential Industrial and Logistics Urban development
According to Nationwide, UK
house prices increased by 0.6%
during 2025 on a seasonally
adjusted basis. Most regions
recorded modest house price
growth, with Northern England
continuing to outperform the
South. While there was an increase
in new home registrations in 2025,
completions remain 39% below
the 2022 peak according to the
National House Building Council.
The UK Industrial and Logistics
market remained resilient in 2025,
with occupier demand holding
up well despite a more cautious
economic backdrop. Take up
was broadly stable, supported
by logistics and manufacturing
demand, although decision
making slowed and vacancy
rates edged higher as new
developments completed.
Urban development has become
increasingly uneconomic without
public sector grant support. We
have therefore pivoted our focus
toward innovation and technology-
led opportunities, where we can
leverage our experience in this
specialist sub sector. This includes
market leading schemes in
Cheltenham and Duxford.
Market context
Our key markets
In 2025, across our markets, transaction volumes generally remained subdued, reflecting cautious sentiment. Deals were
taking noticeably longer to complete, with extended negotiation periods becoming increasingly common. This was
particularly noticeable in the second half of the year, as both buyers and sellers adopted a wait-and-see approach in
anticipation of November’s Budget and its potential implications for market conditions, taxation, and government spending.
Despite this uncertainty, we still believe our markets are driven by long term structural trends such as population growth,
retail moving online, near shoring of supply chains, the drive for sustainability, plus the increase in household numbers.
henryboot.co.uk22
Key long term trends affecting our business
Urbanisation
According to the United Nations’ World Urbanisation
Prospects 2025, the UK population is expected to
reach around 75.5 million by 2050, with approximately
87% of people living in urban areas. As the population
grows, major cities will continue to act as key drivers
of UK economic growth, driving increased demand for
housing, warehouses and high-quality office space.
People don’t choose cities simply because they are
close to work. They are drawn to the lifestyle – access
to amenities, culture, connectivity and the vibrancy that
urban living offers. This shift in how and why people
choose to live in cities will continue to shape the future
of real estate and the places we create.
Technology
The digital landscape is evolving at pace, reshaping how
we live, work, shop and communicate. This is driving
a growing need for services that can adapt not only to
emerging technologies but also to the environments in
which they operate. In real estate, we are already seeing
greater adoption of property technology from data and
analytics to automation that streamline processes and
improve efficiency. These trends are contributing to
increased demand for warehouse space from third-party
logistics providers, online retailers and manufacturers.
The potential of AI to reshape real estate is significant,
from optimising operations to the emergence of new
markets and asset classes.
Demographics
The UK population continues to grow, with net migration
expected to be a major driver over the next 25 years.
Although demographic trends are inherently uncertain,
the latest ONS projections assume that net migration
will gradually decline over the coming years before
stabilising at around 340,000 annually from mid-2028
onwards. Within this broader picture, the most notable
shifts in the working-age population over the next
decade are expected amongst 20- to 30-year-olds and
40- to 50-year-olds, who are projected to increase by
8% and 7% respectively. These demographic trends
provide strong underlying support for both senior
living and Build to Rent, particularly schemes aimed
at young professionals.
Environment
The built environment accounts for around 25% of the
UK’s carbon emissions, placing increasing pressure
on businesses in our sector to adapt their operations
and transition to more sustainable practices. The
pressure to operate more sustainably is not only from
government regulations, it is coming from occupiers,
investors and other stakeholders. As a result, demand
for energy-efficient, environmentally responsible
green buildings continues to rise creating a growing
‘brown discount’ for assets that fail to meet modern
environmental standards.
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
23
Our marketplace
continued
Residential
Residential planning approvals in Great Britain
0
50,000
100,000
150,000
200,000
250,000
300,000
350,000
400,000
2025202420232022202120202019201820172016
0
5,000
10,000
15,000
20,000
25,000
Number of projects Number of units
New home completions
0
20,000
40,000
60,000
80,000
100,000
120,000
140,000
160,000
180,000
2025202420232022202120202019201820172016
Private Rental and affordable
Market overview
UK greenfield land values fell by an average of 1.4% in 2025,
according to Savills Research. This shift reflects softer
housing-market fundamentals, while speculation around
potential policy changes also weighed on transaction
volumes and pricing. National averages, however, mask
significant regional variation. The South East experienced
the sharpest declines, with values down 4.0%, whereas
Scotland recorded the strongest growth, with land values
rising 2.7% over the year.
Although recent changes to the NPPF have prompted an
increase in planning applications, this has not yet translated
into approvals. According to the Home Builders Federation,
the number of homes granted detailed planning consent
in the first nine months of 2025 was 27% lower than the
same period the previous year.
The UK housing market remained relatively subdued in 2025,
with homebuyer demand still constrained by comparatively
high mortgage rates. According to Nationwide, UK
house prices rose by 0.6% over the year, with Northern
England continuing to outperform the South, recording
annual growth of 2.3%. The only region to see a decline
was East Anglia, where house prices fell by 0.8%. Overall
housebuilding activity continued to slow, with the number
of new homes completed in 2025 falling 2% compared with
2024 and some 19% below the 2022 peak, according to the
National House Building Council.
henryboot.co.uk24
Industrial and Logistics
Warehouse take up and availability
0
20
40
60
80
100
2025202420232022202120202019201820172016
0
2
4
6
8
10
Vacancy rate – % (RHS) Take up – m sq ft
Annual rental growth
0
2
4
6
8
10
12
14
16
2025202420232022202120202019201820172016
Newmark Prime Logistics rents
CBRE All Industrial rents
Market overview
Occupier demand has eased from the record highs seen
during the pandemic, but momentum improved through
2025, with take-up 1% ahead of 2024. Availability tightened
in the second half, and with speculative development at
historically low levels, Q2 2025 is likely to have marked the
cyclical peak. Demand remains broad-based, led by logistics
operators and manufacturers many of whom are reshaping
supply chains through nearshoring to reduce risk and
improve resilience.
Although e-commerce now represents a smaller share of
overall take-up, it continues to be a powerful long-term
structural driver of logistics demand. New sectors are
also emerging as meaningful contributors, including green
energy production and electric vehicle manufacturing.
At the same time, high-street retailers are upgrading their
logistics networks, seeking more sustainable facilities and
expanding their online fulfilment capabilities.
Industrial has been the standout performer in UK
commercial property over the past five years, and it remains
the sector to invest in. Rental growth remained strong in
2025, with the CBRE UK Monthly Index reporting 4.8%
growth – the highest of any commercial property segment.
Prime yields have largely stabilised over the past 12 months,
although the buyer pool for core logistics assets remains
relatively thin.
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
25
Our marketplace
continued
Urban development
Annual prime regional office rental growth
0
1
2
3
4
5
6
7
2025202420232022202120202019201820172016
Average prime regional office rental growth
Rental value growth
90
100
110
120
130
140
150
UK private residential UK commercial property
Market overview
The urban development market experienced some of the
most significant disruption during the pandemic. However,
we are now seeing a steady reversal of those trends, with
rising footfall as more businesses encourage employees
back into the office or make it mandatory to return full time.
This shift is reflected in residential rents, which increased by
3.9% in 2025 according to the ONS.
Demand for prime office space in regional cities has also
remained resilient, particularly for buildings with strong
ESG credentials. Prime office rents grew by 4.8% in 2025,
underscoring the continued appetite for high-quality,
sustainable workplaces that support modern ways
of working.
henryboot.co.uk26
Our integrated strategy
The group set a medium term strategy in 2021 to grow the size of the business
through a 40% increase in capital employed to over £500m and a targeted
focus on three key markets: Industrial and Logistics (I&L), residential, and urban
development, while maintaining ROCE within a 10–15% range.
Although we continue to make progress towards our
medium term objectives, persistent economic and political
uncertainty, which has led to a subdued market environment
have made it increasingly difficult to deliver against the
timeframe envisaged in 2021.
Looking ahead, we remain confident in the group’s
potential to deliver attractive returns for shareholders given
the increased depth and quality of opportunities within
our portfolio.
Long term
markets
Residential Industrial and Logistics Urban development
Value
delivery
Land promotion
Property investment
& development
Home building
Returns
Grow capital employed to over £500m + ROCE 10-15% pa
Responsible
approach
People strategy + ESG
Our performance Our planetOur placesOur partnersOur people
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
27
Our integrated strategy
continued
Our material issues
Material issues What are the risks? Where do we see opportunities?
The health and
wellbeing of
our people and
partners
We recognise the increasing pressures that poor
physical and mental health and wellbeing poses
to our society. Without strategic intervention
and an open and honest approach, we may face
the risk of increased employee absence and
burnout negatively impacting our productivity and
workplace culture.
Our Health and Wellbeing Strategy embeds a collaborative
relationship between the business and our people to promote
a positive and open culture relating to wellbeing. We aspire to
embed people-led leadership and review wellbeing at all levels
of our business to ensure that we continue to invest in and
protect our greatest asset – our people. Taking this approach
provides us with the opportunity to evolve our workplace culture
and attract a broader range of diverse talent to our business. We
will continue to engage with our people and partners to ensure
we are best responding to their diverse needs.
Equity, diversity
and inclusion
(EDI)
The built environment still struggles to attract
diverse talent. Continuing failure to do so poses
a risk of increased skills gaps (particularly in
operational roles) exacerbated by an ageing
workforce, a restricted workplace culture and
limited opportunities for growth.
We have made good progress in increasing our workforce
gender balance. We are, however, aware that there is still
significant work to be done on how we collate and analyse
our workforce data, engage our people and develop a culture
that allows everyone to thrive. Taking this approach presents
an opportunity to strengthen our business resilience, support
our growth aspirations, and better represent the communities
we serve.
Achieving our
NZC target and
adapting to
climate change
As our business aspires to grow and increase
productivity, there is a risk that our direct
GHG emissions could rise, having a damaging
environmental impact.
Our climate working group reports to senior management
and shares knowledge and promotes collaboration across the
business to reduce our direct GHG emissions. We continue
to adapt our approach to reduce our impact and, in doing
so, embed excellence in sustainability that meets market
and investor demand as well as attract talent to work for
our business.
Education
engagement
Skills and developing employment pathways is a
critical concern for national and local government.
It is increasingly difficult to attract diverse talent
to the built environment (particularly in operational
roles) and a failure to do so could lead to skills gaps
and reduced productivity and growth. Henry Boot
is reliant on a thriving and robust construction
sector and so this is a risk to our own growth.
Our group invests significant amounts of time and resources
into providing workplace encounters and experience to
a broad range of learners. We frequently engage and
collaborate with education leaders and specialists to identify
where we can create the greatest impact and aspire to
create excitement about the opportunities in our business
and industry.
Community
investment
We recognise the increasing challenges that our
communities face as a result of the legacy of
COVID-19, the cost-of-living crisis and economic
instability. The role of social value continues to
evolve and is an important consideration in both
public and private sector procurement. Failure to
demonstrate authentic investment and credentials
risks the ability to win work.
We are pleased to have exceeded our medium term target of
generating £1 million of value for our community partners.
We continue to invest significant funds, resources and
time to create long lasting and genuine social value in the
communities where we work.
A collaborative approach enables us to showcase a sincere
commitment and understand the issues our communities
face. As a result, we are well regarded for our social value
approach and performance.
Responsible
consumption
and nature
stewardship
Adapting to climate change goes beyond just
reducing GHG emissions and accounts for
how businesses use resources and protect the
natural world.
We rely on biodiversity and the natural world
to produce many of the materials required for
our buildings. A failure to limit our consumption
and protect natural habitats could affect our
ability to procure the materials we require and
remain compliant with evolving legislative and
regulatory demands.
We remain committed to protecting the habitats where
we work and source our materials. We continue to engage
partners and our supply chain to reduce our consumption
of materials and utilise internal subject matter and external
experts to shape our approach to ensure it is ambitious
and collaborative.
henryboot.co.uk28
1 2
Read more in Stakeholder
Engagement on page 85
What’s important to our stakeholders
What matters to our people
Henry Boot is evolving to thrive and grow. Our people
are at the heart of this journey and they want to play
a fulfilling role in supporting us as a forward thinking,
inclusive and collaborative business. They want us to
invest in their progression and wellbeing, and feel that
their voice is heard in our decision making. We regularly
collaborate and engage with them to ensure that our
direction is led and owned by the people of Henry Boot.
What matters to our communities
Communities across the UK remain resilient in the
face of mounting challenges but need investment
and partnership to navigate health, employment and
financial challenges. We have seized the opportunity
to play a more involved and collaborative role in
supporting communities where we work to address
their challenges. We are evolving our focus on tackling
and preventing homelessness and supporting the
development of skills and aspirations through working
with and learning from key partners. The places we
create are for the communities we serve and we want
to address the issues we know matter to them including
wellbeing, social mobility, good and inclusive economic
opportunity, and protecting their environments.
What matters to our investors
With the divestment of Henry Boot Construction
increasingly has a clear and coherent investment
proposition and is able to clearly communicate the
value we can create for our investors. Providing clear
communications is essential to build and maintain
strong investor relationships and we ensure we are
open and transparent, giving regular updates on our
strategic and commercial progress, and engage with
investors throughout the year on key developments and
addressing any concerns that may arise.
What matters to our customers
We are proud to deliver some of the UK’s most
sustainable places for a diverse range of customers. Our
customers have come to expect the highest standards
of our business as we live our values of putting people
first, doing the right thing, and being open to change.
We work closely through partnership to ensure that our
placemaking not only delivers exceptional sustainability
and wellbeing credentials, but also creates a positive
legacy to be enjoyed by generations to come.
4
3
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
29
Strategy
Performance
This report contains the following
alternative performance measures
(APMs): Including discontinued
operations; Underlying profit;
Return on Capital Employed; Net
Asset Value (NAV) per share; Net
(debt)/cash; Total Property Return;
Total Accounting Return; before
revised classification. More details
can be found on page 56.
Group risk key
1
External markets
2
Sustainability targets/
communications
3
Underperformance of
subsidiaries
4
Reputational incident
5
Loss of critical systems/data
6
Business continuity incident
7
Attract, retain and develop
workforce
8
Loss of key personnel
9
Health, safety and
environment incident
10
Execution
11
Failure to adhere to
regulation/legislation
12
Adverse changes in
regulation/legislation
13
Funding
14
Erosion of profit
15
Fraud
Objective
To grow capital
employed to £500m
To generate a ROCE
of 10–15%
Grow Hallam Land’s
plot sales
Grow HBD
development
completions
Grow investment
portfolio value
Grow Stonebridge
Homes house sales
Work towards a more
coordinated H&S
approach to ensure
our group is a safe
place to work
Medium term target
£500m
Medium term target
10–15%
Medium term target
c.3,500 pa
Medium term target
c.£200m
Medium term target
£150m
Medium term target
c.600 units
Medium term target
<395
Capital
employed
£446m
ROCE
7.5%
Plot
sales
3,957
Development
completions
£33m
Investment
portfolio
£120m
Unit
completions
185
Accident
incident rate
405
2025
£446m
2024
£443m
2023
£415m
2022
£399m
2021
£376m
2025
7.5%
2024
8.3%
2023
9.9%
2022
12.0%
2021
9.6%
2025
3,957
2024
2,661
2023
1,944
2022
3,869
2021
3,008
2025
£33m
2024
£188m
2023
£111m
2022
£83m
2021
£69m
2025
£120m
2024
£107m
2023
£113m
2022
£106m
2021
£126m
2025
185
2024
270
2023
251
2022
175
2021
120
2025
405
2024
683
2023
785
2022
202
2021
630
Performance
On track to grow capital
employed to over
£500m.
Performance
Lower operating profit
reduced ROCE to be out
of our target range.
Performance
2025 plot sales exceed
target with record sales
achieved.
Performance
Development
completions decreased
after taking a disciplined
approach to starting new
projects in response of
softer market conditions.
Performance
The value of the portfolio
increased due to the
retention of the schemes
within Origin.
Performance
Completions down
due to slower sales and
delays in opening new
sales outlets.
Performance
The group’s AIR
decreased in 2025,
reflecting robust systems
implemented in the year.
Aim for 2026
On track to continue to
grow capital employed.
Aim for 2026
We remain confident in
the group’s potential to
deliver attractive returns
over the medium term.
Aim for 2026
Fast tracked applications
to grow our consented
plots, positioning the
group to meet its target.
Aim for 2026
We have a strong near
term pipeline, are well
placed to respond
quickly to market
conditions, and are set to
build up the committed
programme this year.
Aim for 2026
Further enhancing
portfolio quality, with
retained developments
from Origin.
Aim for 2026
Focus on rebuilding
output in 2026 and the
growth trajectory in the
near term.
Aim for 2026
To reaffirm our strong
health and safety
approach while
refreshing the AIR target
to reflect the reduction in
construction activities.
Link to group risk
1
12
3
14
4
15
5 6 9
10
Link to group risk
1
12
3
14
4
15
5 6 9
10
Link to group risk
1 3 4 7 8
12
Link to group risk
1 3 4 7 8
12
Link to group risk
1 3
13 14
Link to group risk
1 3 4 7 8
12
Link to group risk
6 8 9
henryboot.co.uk30
Objective
To grow capital
employed to £500m
To generate a ROCE
of 10–15%
Grow Hallam Land’s
plot sales
Grow HBD
development
completions
Grow investment
portfolio value
Grow Stonebridge
Homes house sales
Work towards a more
coordinated H&S
approach to ensure
our group is a safe
place to work
Medium term target
£500m
Medium term target
10–15%
Medium term target
c.3,500 pa
Medium term target
c.£200m
Medium term target
£150m
Medium term target
c.600 units
Medium term target
<395
Capital
employed
£446m
ROCE
7.5%
Plot
sales
3,957
Development
completions
£33m
Investment
portfolio
£120m
Unit
completions
185
Accident
incident rate
405
2025
£446m
2024
£443m
2023
£415m
2022
£399m
2021
£376m
2025
7.5%
2024
8.3%
2023
9.9%
2022
12.0%
2021
9.6%
2025
3,957
2024
2,661
2023
1,944
2022
3,869
2021
3,008
2025
£33m
2024
£188m
2023
£111m
2022
£83m
2021
£69m
2025
£120m
2024
£107m
2023
£113m
2022
£106m
2021
£126m
2025
185
2024
270
2023
251
2022
175
2021
120
2025
405
2024
683
202
3
785
2022
202
2021
630
Performance
On track to grow capital
employed to over
£500m.
Performance
Lower operating profit
reduced ROCE to be out
of our target range.
Performance
2025 plot sales exceed
target with record sales
achieved.
Performance
Development
completions decreased
after taking a disciplined
approach to starting new
projects in response of
softer market conditions.
Performance
The value of the portfolio
increased due to the
retention of the schemes
within Origin.
Performance
Completions down
due to slower sales and
delays in opening new
sales outlets.
Performance
The group’s AIR
decreased in 2025,
reflecting robust systems
implemented in the year.
Aim for 2026
On track to continue to
grow capital employed.
Aim for 2026
We remain confident in
the group’s potential to
deliver attractive returns
over the medium term.
Aim for 2026
Fast tracked applications
to grow our consented
plots, positioning the
group to meet its target.
Aim for 2026
We have a strong near
term pipeline, are well
placed to respond
quickly to market
conditions, and are set to
build up the committed
programme this year.
Aim for 2026
Further enhancing
portfolio quality, with
retained developments
from Origin.
Aim for 2026
Focus on rebuilding
output in 2026 and the
growth trajectory in the
near term.
Aim for 2026
To reaffirm our strong
health and safety
approach while
refreshing the AIR target
to reflect the reduction in
construction activities.
Link to group risk
1
12
3
14
4
15
5 6 9
10
Link to group risk
1
12
3
14
4
15
5 6 9
10
Link to group risk
1 3 4 7 8
12
Link to group risk
1 3 4 7 8
12
Link to group risk
1 3
13 14
Link to group risk
1 3 4 7 8
12
Link to group risk
6 8 9
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
31
Strategy
Performance
Objective
Reduce directly
controlled GHG
emissions
Seek high levels
of employee
satisfaction and
engagement
Create a high
performance
culture led by a
range of training
opportunities
Medium term target
20% reduction
Medium term target
+40
(eNPS)
Medium term target
4 days
(per employee)
Direct GHG
emissions (tCO
2
e)
2,002
tonnes
Employee Net
Promoter Score
(eNPS)
+29 (eNPS)
L&D Interventions
delivered
(per employee)
3.4 days
2025
2,002
2024
2,989
2023
2,833
2022
2,930
2021
2,706
2025
+29
2024
+30
2023
+30
2022
+39
2021
+26
2025
3.4
2024
4.0
2023
4.0
2022
4.7
2021
2.5
Performance
Scopes 1 and 2 GHG
emissions reduced by
40% against our 2019
baseline.
Performance
Our eNPS remained very
good, and higher than
industry benchmarks.
Performance
The number of
L&D interventions
decreased last year
due to the completion
of the Management
Development
Programme in 2024.
Aim for 2026
To continue
implementing NZC
strategy across
the group.
Aim for 2026
To address feedback
which has arisen from
the survey.
Aim for 2026
To further implement
diverse training
opportunities that align
with our strategic goal
of creating a high-
performance culture.
Link to group risk
2
Link to group risk
7 8
Link to group risk
7 8
Group risk key
1
External markets
2
Sustainability targets/
communications
3
Underperformance of
subsidiaries
4
Reputational incident
5
Loss of critical systems/data
6
Business continuity incident
7
Attract, retain and develop
workforce
8
Loss of key personnel
9
Health, safety and
environment incident
10
Execution
11
Failure to adhere to
regulation/legislation
12
Adverse changes in
regulation/legislation
13
Funding
14
Erosion of profit
15
Fraud
This report contains the following
alternative performance measures
(APMs): Including discontinued
operations; Underlying profit;
Return on Capital Employed; Net
Asset Value (NAV) per share; Net
(debt)/cash; Total Property Return;
Total Accounting Return; before
revised classification. More details
can be found on page 56.
henryboot.co.uk32
Pictured: ARK, Markham Vale
33
Shareholder informationOverview Strategic report Governance Financial statements
Annual Report and Financial Statements for the year ended 31 December 2025
Strategy
Responsible Business Strategy –
Key achievements
In January 2022, we launched Phase 2 of our Responsible Business Strategy. Between 2022-2025, we created positive
impact for our community partners, reduced our environmental impact, and invested in our people and partners.
We were particularly proud to have achieved the following:
To learn more about our 2022-25 Responsible Business Strategy, please
read our separate Responsible Business Strategy Progress Report
Launched our Health and Wellbeing Strategy including the creation
of a Mental Health First Aider network.
Increased female representation in the workforce to 30%
Contributed over £1 million of value (financial and in-kind) to community,
charity and education partners with a key focus on tackling homelessness.
Contributed over 10,000 volunteer hours to a range of good causes
and community initiatives.
Engaged over 10,000 learners through careers education outreach
programmes and events.
Reduced our direct GHG emissions by 40%
(when compared with our 2019 baseline).
Invested in high impact partnerships with Business in the Community (BITC),
Crisis, the Royal Foundation, and the Confederation of British Industry (CBI).
1
3
5
7
2
4
6
henryboot.co.uk34
Strategy
People
Our strategy in action
Throughout 2025, Henry Boot underwent a period
of transition. Despite operational changes, our
commitment to our people - our greatest asset –
remains constant. They are vital to our long term
strategic success and sustainability.
Engaging and developing our workforce has never been
more crucial to our continued performance and growth.
We know our success relies on our people feeling
productive, fulfilled and engaged.
Our values remain at the centre of our People Strategy and
were co-created with our people. These have been central
to our decision making and actions as we collectively
navigated the changes in 2025.
• Put people first.
• Do the right thing.
• Be open to change.
Everyone at Henry Boot is responsible for, and works
hard to achieve, a workplace culture that is inclusive,
characterised by collaboration, diversity and which fosters
engagement at all levels to achieve our collective goals
and group strategy.
Agile working
We continually adapt our approach to
ensure our people can maintain a work-
life balance, which in turn supports
our business to thrive. We recognise
that not all roles will be able to achieve
the same level of agility, but we strive
to give managers the autonomy they
need to support their teams to find
the balance between individual agile
requirements and business needs.
While we invest in workplaces that
support collaboration and engagement
and encourage our people to
work collaboratively in person, we
respect that everyone has different
circumstances and requirements.
We support our people to make
considered decisions about when
and where they work, whilst always
meeting the needs of our customers
and supporting high-performing teams.
Employee engagement
survey
We undertake an annual engagement
survey, to understand employee voice
and sentiment and to respond to the
experiences and opinions shared.
We want our culture to prioritise our
people’s experience and place their
thoughts and ideas at the heart of
our decisions.
The survey and our findings focus on
the group as a whole. Whilst we can
look at our subsidiaries as separate
entities (which will be beneficial
for business specific feedback), we
have opted to look at the scoring
holistically as a group to push for
more collaboration, a collective
responsibility and a joined-up
approach to culture and engagement.
Our process
Our process facilitated by HIVE (our
employee engagement partner), saw
our annual Employee Engagement
Survey housing a framework of 39
questions that were used to measure
progress when compared with the
responses within our previous surveys
conducted over the last four years.
Some questions were based on those
posed previously to allow for statistical
analysis of change; however, other
questions were more focused in 2025
and specifically how we have, and
continue to, adapt to develop the
experience of working at Henry Boot.
• Our response rate in 2025 was 66%
which, whilst lower than in previous
years, is expected as we integrate
Stonebridge Homes into the wider
group engagement survey process
and ensure full understanding of
the group.
• Our eNPS score was 29, which is
considered ‘very good’ by our HIVE
employee engagement partners.
• Our Engagement Index, which
measures key elements such as
pride, loyalty and advocacy was
7.7 which maintains the same level
as 2024.
The survey results show that our
people have remained resilient, proud
to work for Henry Boot, and focused
on working as a team to maintain
delivering high standards for our
clients and partners. The employee
engagement survey results are
reflective of how our people felt during
a time of transition.
The survey results and feedback are
carefully reviewed by our Board, ExCo,
and Group Employee Forum to identify
any areas where there is scope for
increased engagement and support.
We undertook a series of engagement
sessions across the business following
our 2025 survey to further explore
the results and identify key areas. Our
senior management teams and forums
were involved and identified some
focus areas as follows:
• Enhance recognition and
transparency around
reward decisions
• Strengthen clarity around strategic
direction and priorities
• Review resourcing levels in relation
to workload expectations
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
35
Reward Strategy
2025 marked three years since the
launch of our Reward Strategy, a
long-term framework designed to
ensure that our people are fairly,
transparently and competitively
rewarded. Since its introduction in
2022, the strategy has continued
to underpin how we attract, retain
and develop talent across the group,
ensuring our approach to reward
remains aligned with our values and
expectations for behaviours.
In line with our commitment made
at launch, in 2025 we undertook a
full market benchmarking exercise
to evaluate whether our existing
pay bands and comparator groups
remained appropriate. Working
with independent market data from
Korn Ferry and Paydata, our analysis
confirmed that both comparator
sets remain fit for purpose, and
importantly, that our current salary
bands remain broadly in line with
market expectations. This validation
ensures that our structure continues to
support fairness, competitiveness and
consistency across the group.
With our foundations confirmed, our
focus now turns to the next priority
pay progression. This continues to
be one of the most frequent areas of
feedback from our people, who want
to better understand how they can
grow, develop and progress through
their pay band over time. Over the
coming year, we will begin engaging
with our colleagues across the group
to co-design a clear, accessible and
meaningful approach to progression,
ensuring it reflects performance,
capability and development while
remaining aligned with our values and
operational needs.
Our commitment remains the same:
a transparent, inclusive and equitable
reward structure that supports
long-term career development and
recognises the contribution and
performance of every individual.
Health and wellbeing
The health and wellbeing of our people
continues to be at the forefront of
our delivery.
At a time of mounting social and
economic pressure, we understand
how important it is to routinely engage
with our workforce to co-design
initiatives and benefits that meet the
diverse needs of a multi-generational
workforce.
Throughout the past year, we have
strengthened our strategic partnership
approach and continued to deliver
activity across our four wellbeing
pillars; physical, mental, digital and
financial wellbeing.
We are currently working to further
align our Health & Wellbeing Strategy
with the wider responsible business
agenda. This includes improving how
we use wellbeing data, refining how
we measure impact, and ensuring our
programmes reach the colleagues
who need them most. As part of this
work, we are refreshing our wellbeing
reporting and reviewing how our
internal resources, campaigns and
support offerings can be strengthened
for the year ahead.
We continue to invest in delivering
a diverse programme of wellbeing
activities, supported by our Mental
Health First Aider network, Employee
Assistance Programme, and a growing
suite of resources and training. Our
goal remains to foster a culture where
wellbeing is openly discussed, support
is easy to access, and our people feel
empowered to prioritise their health
both in and outside of work.
Our network of approximately 20
Mental Health First Aiders works in
close partnership to provide a bottom-
up source of support to our people and
partners to complement our existing
range of health-related benefits and
support including our Employee
Assistance Programme.
Financial wellbeing
Over the past year we have enhanced
our focus on financial wellbeing. In
late 2025, we launched a financial
wellbeing portal with Finwell,
specialists who offer practical,
accessible support on topics such
as budgeting, pensions, mortgages,
family finances and retirement
planning.
Rather than adopt a one-size-fits-all
approach, we have taken a targeted
and data-driven strategy to deploy our
financial wellbeing support. Analysis
of internal indicators, including usage
of EarlyPay (accessing pay in advance
of payroll during the pay month) and
other data sources, highlighted that
colleagues at Banner Plant were
experiencing increased financial
pressures. As a result, we prioritised
Banner Plant for the first phase of
our Finwell programme, ensuring our
support reached those who would
benefit most. A series of toolbox talks
were delivered across October 2025 to
give colleagues a chance to learn about
financial wellbeing, ask questions and
seek 1:1 support. Linked to this we also
launched a partnership with Tembo,
who provide mortgage and savings
advice.
Our aim is to foster financial
confidence, resilience and
empowerment, helping our people feel
more in control of their finances both
today and in the long term.
We operate the Henry Boot PLC Group
Stakeholder Pension Plan (defined
contribution pension), where the group
pays contributions to an independently
administered fund (AVIVA) based upon
a fixed percentage of employees’
salaries. Member benefits from the
plan are determined by the amount of
contributions paid by the group and
the member, the investment returns
on the investments made by the
individual based on their risk appetite
(with most people remaining in the
pre-selected Default Fund), and the
decisions made by the member on
Strategy
People
henryboot.co.uk36
retirement age and how they choose
to receive their retirement benefits.
We have implemented the UK’s auto-
enrolment pension requirements,
including re-enrolment on a triennial
basis, and our people are informed
of auto-enrolment and other pension
choices through our online portal and
our intranet, the Hub.
In October 2025, we granted share
options to all our people who met the
eligibility criteria for the Company
Share Option Plan (CSOP). We
also sent invitations to those who
were eligible to participate in the
group’s 2025 Sharesave scheme,
which allows people to contribute
a maximum of £500 per month to
one or a combination of current
Sharesave schemes. The Remuneration
Committee agreed to apply a 20%
discount on the share price, the
maximum discount allowed under the
HMRC rules.
Equity, diversity and
inclusion (EDI)
EDI remains a core priority for Henry
Boot, and over the last year we have
continued to embed our EDI principles
and activities across the group and
have shifted our focus from equality
to equity. A small but significant shift
from treating everyone the same
(equality) which fails to account for the
fact that people start from different
places and face different barriers; to
equity which focuses on individual
needs, ensuring a truly fair opportunity
for all, rather than merely assuming a
‘one-size-fits-all’ approach works.
Our employee-led EDI Working Group
has strengthened their focus, delivering
more targeted initiatives that respond
directly to colleague feedback. These
working groups continue to play a
vital role in shaping our culture and
informing our responsible business
commitments.
We were proud to see Family Matters,
one of our employee networks,
nominated for two external awards
this year, a significant recognition of
the group’s impact and colleague-led
innovation supporting parents,
guardians and caregivers within
the group.
This year’s data shows that our gender
pay gap has increased slightly, driven
largely by female senior leaders
voluntarily reducing their working
hours. While this movement reflects
the flexibility within our organisation,
it also highlights the ongoing need
to increase female representation at
senior levels, particularly in leadership
roles. Addressing this will continue
to be a key priority within the new
Responsible Business Strategy.
Looking ahead, EDI remains firmly
embedded in our long-term ambitions.
We are committed to increasing
diversity across all levels, improving
data quality and transparency,
strengthening inclusive leadership
capability, and ensuring every
colleague feels valued, respected and
able to contribute fully.
We aim to create a fair, accessible,
diverse and inclusive working
environment, while recognising the
challenges our sector has traditionally
experienced, particularly in relation
to gender, ethnicity and disability
representation and diversity. We want
to foster an inclusive culture, where
everyone feels a sense of belonging.
We believe our ambition will enable our
people to excel, feel they can be their
authentic selves at work, and drive long
term success, competitiveness and
sustainability.
Examples of the networks we are
members of and actively support are
Women in Property, the CBI People
and Skills Network and BITC Yorkshire
and Humber EDI Steering Group.
All employees*
145
345
Total
490
Senior managers**
5
15
Male Female
*Direct workforce (including Road Link
(A69) and Stonebridge Homes) as at
31 December 2025
** Statutory Directors, plus ExCo, that are
not on the PLC Board
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
37
Professional development
Delivering a workplace culture and
positive career experience that attracts
new and diverse talent and retains
experienced people will give us the
ability to compete successfully and
ensure long term sustainability.
We have a stable level of people
turnover as we focus on retaining
and developing our internal talent.
Our turnover in 2025 was 20.6%.
Whilst higher than previous years, this
turnover level is consistent with the
average in our sector and has been
largely driven by our recent business-
led changes. We continue to pay
close attention to engagement levels
and driving retention of key skills and
experience in our people through
providing development and growth.
Our directly employed headcount was
490 at the end of 2025.
We recruited a further four apprentices
in 2025, which brings our total
number of current apprentices to 19
with a further three interns and one
trainee. Our trainees and apprentices
are enrolled on formal courses of
education and supplement their
learning through in-house training and
experiential development.
Our preferred succession planning
method is one of in-house development
and growth; consequently, we also
have a number of experienced
employees enrolled on formalised
education programmes to enhance
their skills and knowledge, in
anticipation of career development and
promotion within the business in which
they operate.
Throughout 2025, five of our
people completed their education
programmes and one person
progressed onto the next level of their
employment programme. We have key
pathways in place for our apprentices
and trainees to ensure our talent
pipeline continues to flourish.
Throughout 2025, we continued
to bring our leadership population
together, building on their learning
from previous years and implementing
this in practice. Approximately 50
people came together regularly, in
support of development centred
on leading people through change,
uncertainty and complexity in the ever-
evolving world and environment in
which the business is operating.
We delivered 1,417 learning and
development days (an average of just
under 3.41 days per person) and there
was also an unquantifiable amount
of ad hoc learning and development,
which takes place daily at our sites,
offices, depots and via remote
engagement. The coming year will
see a more bespoke approach to
development, focused on the specific
needs of our business segments and
outputs from our people’s Performance
Development Review (PDR) processes
to ensure targeted intervention and
support where it is required.
Our PDR process places focus on
a quality, two-way conversation,
aimed at developing our people,
sustaining and improving performance
across the business. Our approach
is to encourage this conversation
throughout the year, through a process
of interim and midyear reviews, to
ensure our people know what is
expected of them and have support in
achieving this.
We continued our approach to
have more open and transparent
conversations about performance
against SMART objectives and
embedded our performance ratings
process, which focuses on both
operational tasks and values and
behaviours. In 2025, we rolled out a
new performance management system
called Appraisd. This facilitates our
PDR process in a more user-friendly
way, also enabling better reporting
and analysis to inform development
requirements and performance
outcomes.
This is an evolving process, which will
continually develop over the years
ahead through engagement with our
people across the whole business.
Health and safety
We have a robust history of ensuring
health and safety is central to how we
operate as a responsible business. The
group is diverse, and each division
fosters a health and safety-driven
culture, to ensure those people
affected by our undertakings are
protected from harm. Health and
safety performance is reported at
subsidiary level, in addition to group
level, to routinely ensure we remain
ethically and legislatively compliant
throughout the group.
Our performance
In 2025 the group’s Accident Incidence
Rate (AIR) was set at <750 (2024: 683).
It is pleasing to report the group target
was reduced in 2025 with an end of
year rate of 405.
Annual reports have been written
based on each subsidiary performance
and benchmarked against previous
reports. Each subsidiary has
performed resiliently during 2025,
despite the difficult market conditions
faced. Each report has resulted in
recommendations which have been
debated by each subsidiary executive
leadership team and approved for
investing during 2025 to ensure health
and safety remains embedded in how
the group operates.
The group, after a period due diligence,
is now the majority shareholder in
Stonebridge Homes. The group has
been involved in Stonebridge Homes
for over a decade and there will be a
period of integration into the group.
Stonebridge Homes operates a
mature health and safety management
system and processes to control their
undertaking, and their health and
safety performance will be monitored
and reported to the group.
Strategy
People
henryboot.co.uk38
We are pleased to report that
the group has retained various
accreditations throughout the year,
which supports the group’s drive to
operate ethically.
• ISO 45001 Occupational Health and
Safety Management System
• ISO 9001 (Quality Management)
standards
• ISO 14001 Environmental
Management
• Gold ROSPA award
Following the sale of Henry Boot
Construction, we will review the AIR
target to account for the decrease in
construction activities. This review
will ensure that our health and safety
benchmarks accurately reflect the
current scope of our operations and
maintain our commitment to high
standards across the group.
Our supply chain
Our partnership with our supply
chain is critical to our success and we
work hard to engage and collaborate
with all our suppliers and partners
to create and maintain long term
successful relationships. We have a
commitment to securing the services
of predominantly local subcontractors
and utilising local suppliers to minimise
the miles and emissions that working
with us produces and to generate
social value for the communities in
which we work. This continues to be
a strong and responsible approach for
our business.
Human rights
Our business is totally committed
to supporting and working to the
UN’s Guiding Principles on Business
and Human Rights. Protecting,
preserving, and respecting human
rights is fully embedded in our culture
and is fundamental to our values.
This commitment is reflected in and
demonstrated by our routinely updated
policies including:
• Anti-Bribery and Corruption
• Equity, Diversity and Inclusion
• Ethics
• Modern Slavery
• Rights to Work
• Whistleblowing
In addition to our policies, we aim to
demonstrate this commitment through
all our behaviour and actions towards
our people, suppliers, partners and the
communities in which we operate.
Modern slavery
We recognise that our industry
is vulnerable to the impacts of
modern slavery and therefore we
have implemented and embedded
a number of measures, which seek
to bring about greater transparency
and scrutiny into our various supply
chains in order to combat slavery and
trafficking activities.
We keep our Human Trafficking and
Slavery Statement (the ‘Statement’)
under regular review and set out the
activities we undertake to reduce the
risk of slavery and trafficking activities
being present within our business
operations. These measures include
enforcing our Modern Slavery Policy,
due diligence requirements, and
mandatory contract clauses seeking
compliance by our supply chain with
appropriate anti-slavery measures.
In addition, we have also engaged
NGOs and other supply chain bodies
to understand where our practices may
be strengthened.
We commit to collaborating closely
with our people, partners, contractors
and suppliers to monitor our
performance, share knowledge, and
maintain vigilance throughout our
business and supply chains.
Anti-bribery and
anti-corruption
Delivering our services with a zero-
tolerance approach to corruption in any
form is essential for us to demonstrate
our values, long-standing commitment
to ethical behaviour and integrity, and
to uphold our reputation and image.
Our Anti-Bribery and Corruption Policy
sets out the standards expected of all
group employees and supply chain
members in relation to anti-bribery and
corruption and the Board has overall
responsibility for ensuring this policy
complies with the group’s legal and
ethical obligations and that everyone
in our organisation and supply
chain complies.
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
39
Strategy
Partners
What this means
Our partners are the commercial partners we work
alongside. This includes our investors, customers,
supply chain, advisers, agents, professional and
membership bodies, regulators and other commercial
stakeholders.
What we have achieved
• We work hard to be considered as a partner of choice
for our three key markets – urban regeneration,
residential, and Industrial and Logistics.
• We service a diverse customer base across both the
public and private sectors with specialisms in joint
venture and partnership working capabilities.
Key highlights in 2025 included the growth of Origin, our
Industrial and Logistics partnership with Feldberg Capital,
which received further seeding to grow the site pipeline
enabling core delivery of developments with market-
leading ESG credentials such as BREEAM ‘Excellent’
and EPC ‘A’ rating. We also further consolidated our
relationship with Cambridge University as we announced
future development at Duxford (in collaboration with the
Imperial War Museum) and Goole Freeport.
We work closely with our supply chain
partners, regularly engaging them to
share resources and support, including
toolbox talks, bespoke mental health
awareness information from the
Lighthouse Charity, and guidance on
regulations and best practice.
We offer tailored and extensive
support to our contractors and sub-
contractors during turbulent market
conditions. We pay our suppliers
promptly and continue to compensate
our supply chain to ensure that we
pay and offer support fairly. We have
decided to delay membership with
the Living Wage Foundation until we
have integrated Stonebridge Homes
into our business in order to ensure our
approach is inclusive and consistent.
We have also routinely engaged
with our commercial partners and
supply chain to collaborate on
delivering significant social value and
employment and skills opportunities in
alignment with the strategic aspirations
of public sector customers and our
community partners.
We continue to maintain best practice
on the issue of modern slavery through
our Modern Slavery Policy (which is
routinely reviewed) and engagement
with our supply chain.
We also recognise our duty to
collaborate with industry partners on
shared challenges and opportunities.
We work closely with membership
organisations and BITC on people
related matters and placemaking.
We engage other members to share
knowledge and best practice and
are proud to be a contributor to the
BITC EDI Yorkshire and Humber
Steering Group.
We are on the Steering Committee of
the Yorkshire Climate Action Coalition
and routinely engage the UK Green
Building Council to share knowledge
and best practice and educate and
inform our people and partners
on the latest sector environmental
developments.
We routinely collaborate with our
supply chain and professional partners
across all areas of commercial
operations to identify opportunities to
protect the environment and support
the aspirations of our NZC Framework.
Our success depends on strong collaborative relationships with our
commercial partners. We work hard to be perceived as a partner
of choice across our key markets and invest our resources and
expertise in high-impact partnerships to deliver some of the UK’s
most sustainable placemaking for our customers.
henryboot.co.uk40
Case study
Northern Cornerstone Roundtable
As part of our involvement, we
have developed a good working
relationship with the Careers and
Enterprise Company (CEC) – the
national body for careers education in
England that oversees the functioning
of the Cornerstone groups for
each region.
Henry Boot and the CEC worked in
partnership to co-host a roundtable
for the Chairs and Strategic Hub leads
for the northern regions of England
– which was hosted at Henry Boot’s
head office in October 2025.
The roundtable, which was Chaired
by the CEC’s CEO John Yarham,
involved a rich discussion on how
businesses can best engage with
schools and further education
partners to provide a modern and
compelling work experience offer.
Challenges including skills gaps,
capacity for SMEs, and the evolution
of AI and digital skills were discussed
with participants sharing knowledge,
ideas, and support.
The Northern Cornerstone Forum will
now meet quarterly to ensure that
the northern regions have a joined-up
and cohesive approach to delivering
careers education that addresses
regional challenges and opportunities
– as well as influencing and informing
government policy.
Henry Boot are proud to be Co-Chairs of the South Yorkshire Cornerstone
group. Reporting to the South Yorkshire Careers Hub (part of the South
Yorkshire Mayoral Combined Authority), the group is a collection of businesses
and public sector organisations all committed to delivering meaningful and
inspiring careers education for local learners across the region.
Employers play a
vital role in creating
pathways for young
people into the
opportunities that
will shape the future
of our economy. The
Careers & Enterprise
Company values its
partnership with Henry
Boot and recognises
the leadership shown
by Jack Kidder as
Cornerstone Employer
Co-Chair for South
Yorkshire. Their
commitment to careers
education reects a
clear understanding
of how employers can
help prepare young
people for the realities
of modern work. By
bringing employers
together locally and
convening organisations
across the North, Henry
Boot is strengthening
the connection
between education
and the world of work,
equipping young people
with the condence,
connections and skills
to take their next step.”
John Yarham
CEO, The Careers &
Enterprise Company
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
41
Strategy
Places
What this means
We consider our places to be the communities in which
we work and the people in those communities whom
we work alongside. Our community partners include
charities, community organisations, local institutions
and education partners such as schools, colleges, and
universities.
What we have achieved
• We were proud to contribute over £300,000 across
2025 to a range of our charitable and community
partners, including financial donations and sponsorship,
employee fundraising, and expertise, time, resources
and services provided pro bono. This brings the
total value we have contributed since 2022, to over
£1 million.
• We have continued our partnership with Crisis and
our fundraising to support their work now exceeds
£70,000.
• Working with Crisis and local partners, we have
facilitated two property industry knowledge workshops
to explore how the property sector can better
collaborate to tackle and prevent homelessness.
Each year, we contribute a significant
amount of both financial and non-
financial value through donating our
time, resources, expertise, and funding
to support communities. Everything
we do is guided and inspired by the
communities we work alongside.
We take the time to speak with, and
listen to, communities and learn from
what matters to them. Whilst we offer
support to a range of issues important
to our people and partners, our
core focus areas for our community
investment are homelessness
and skills.
Working to tackle and prevent
homelessness strategically aligns with
our corporate purpose and proud
history of creating places and homes.
We are developing our knowledge
of the issue and how it interlinks
with a broad range of social factors
including poverty, housing, poor
health, unemployment and childhood
trauma. In addition to our partnership
with Crisis, we also support a range
of other partners across the areas in
which we work to ensure our people
are connected to the issue at a local
level. We also maintain our strong
working relationships with Landaid and
Homewards – the Royal Foundation’s
homelessness programme.
We work hard to inspire the next
generation of talent to enjoy fulfilling,
productive, and meaningful careers –
in our industry and beyond. We work
with a diverse range of education
partners across the UK and in 2025
directly impacted over 3,000 learners
through a wide range of careers
education activity and initiatives,
including work experience, site visits,
career sessions and mentoring. We
continued to develop our partnership
with the CEC through supporting the
Cornerstone groups (co-chairing the
South Yorkshire group) and aligning our
approach with the Employer Standards.
In 2025, we contributed over 3,500
volunteering hours to a wide range of
charitable, community, and education
partners throughout the year and
saw excellent collaboration and
teambuilding take place for our people
and partners on these opportunities.
We invest in community partnerships to create genuine and
impactful social value for the communities we work alongside and
are proud of the impact we achieve. For us, social value is not a tick
box exercise but a genuine opportunity to create meaningful impact
for communities and an important legacy for the places we create.
henryboot.co.uk42
Case study
How the property sector can collaborate
to tackle and prevent homelessness
Whilst we are one business, we
recognised the positive impact we
could have through leveraging our
influence and network to encourage
and support other businesses
and commercial partners to join
the mission.
In July 2025, Henry Boot and Crisis
partnered to invite leading voices
from across the property sector
to come together at the Crisis
Skylight in central London to share
ideas and opportunities for better
collaboration.
The event was well attended and
supported by contacts from across
the sector. The attendees generously
shared their ideas and experiences as
well as hearing from Crisis about the
work of the Alliance and its impact
on those who have experienced, or
been at risk of, homelessness.
Henry Boot and Crisis continue to
partner to collect views and ideas
from sector representatives as well
as public and third sector experts. A
follow up roundtable took place in
Birmingham in November 2025 with
a further event planned to take place
in Manchester in early 2026.
Henry Boot and Crisis will then work
together to publish the findings in
order to encourage and inform the
industry of the positive steps we can
take to work together on this issue.
In 2024, we became signatories of Crisis’ Homelessness Covenant. This has since evolved into the Homelessness
Alliance – a framework of recommendations for allied businesses to tackle and prevent homelessness.
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
43
Strategy
Planet
What this means
Protecting the environment and adapting to climate
change is essential for our business to embed long term
resilience, meet the needs of our stakeholders, and
protect the planet we share for future generations.
We take a long term approach to addressing the impacts
of climate change. In delivering our commercial services,
we strive to reduce our environmental impact, minimise
our use of resources and reduce waste, whilst enhancing
local environments, biodiversity and natural ecosystems.
What we have achieved
• Reduced our direct GHG emissions by 40% when
compared to our 2019 baseline.
• Reduced our electricity usage by 80% and our gas
usage by 28% when compared to our 2019 baseline.
We remain committed to achieving
NZC for our direct GHG emissions
by 2030. In 2025, we achieved
significant reductions and our direct
emissions were 40% lower than our
2019 baseline. These reductions have
been achieved through the adaptation
of our processes, improving the
environmental performance of our
workplaces, and further implementing
as a substitute fuel source across our
fleet and sites. While not a perfect
long term solution, the use of HVO
does create significantly lower GHG
emissions than diesel, and we will
utilise this fuel source in the short
term to address our key sources
of emissions.
Phase 3 of our Responsible
Business Strategy will provide
further information on our updated
decarbonisation trajectory that
has been produced with support
from Nature Positive (part of the
RSK Group). This will include our
commitment to publishing a Climate
Transition Plan that will provide further
information about the methodology
used to establish our decarbonisation
and associated targets and how this
methodology is used to demonstrate
performance progress. It will also
detail our plans to reduce our indirect
emissions and take a holistic approach
to climate change adaptation.
We invest in our property portfolio,
and, through ongoing maintenance
of existing infrastructure, new
infrastructure and employee-led
behaviour change, we have seen our
energy requirements fall. We will
continue to collaborate closely with
our people and occupiers to ensure
that our buildings are energy efficient
and utilise sustainable methods of
heating, cooling and lighting.
We continue to invest in the energy
performance of our investment
portfolio and take careful
consideration of where performance
can be improved through adaption or
re-development. The current average
EPC rating for the properties in the
portfolio is B.
Henry Boot Construction continued
to perform strongly on waste
management with 98% of all waste
diverted from landfill through a
dedicated waste management process.
We chose to pause the implementation
of our Waste Management Programme
whilst we implement Stonebridge
Homes into the group. It is important
that we guide reductions in both
site and non-site-based waste.
Incorporating and aligning data
and performance measures at
Stonebridge Homes will enable us to
be comprehensive and successful in
reducing waste and resource use.
We continue to adopt a forward-
thinking approach to nature
stewardship and comply with
the legislative requirements of
the Environment Act. Our people
are developing their expertise in
collaboration with our partners to
deliver biodiversity net gain across our
commercial schemes.
We continue to routinely collaborate
with like-minded businesses,
membership organisations and industry
bodies on our approach to climate
change adaptation. We are proactive
members of the UK Green Building
Council and are on the Steering
Committee of the Yorkshire Climate
Action Coalition.
We are a business that is committed to reducing our impact on the
natural environment and embedding sustainability and innovation
into the work we deliver.
To learn more about our approach to climate change
adaptation, see our TCFD report on pages 68 to 83
henryboot.co.uk44
Case study
Yorkshire climate action dinner
Over the last five years, the
organisation has regularly connected
businesses of all sizes across
the region to share knowledge,
challenges, best practice and
to create a network focused on
collaboration and partnership.
We joined the network in 2020
and then became members of the
Steering Committee in 2024. In that
time, we have led working groups,
hosted a green skills session and
workshop, and contributed time and
resource to helping the network be as
effective as possible.
In March 2025, the Steering
Committee co-organised and
sponsored a climate action dinner to
celebrate the impact of the network
over five years and facilitate a
conversation around how businesses
can best work together to help the
region adapt to climate change in
the future.
Attended by representatives
from regional businesses and
organisations, the dinner featured
guest speakers from the Steering
Committee and the National Wealth
Fund covering a range of topics
including technical expertise,
resilience, public and private sector
partnership, and investment.
Positive feedback was received from
attendees and the network is now
collaborating with the Yorkshire and
Humber Climate Commission to
explore how the voice and expertise
of business can be central to regional
policymaking and engagement.
The Yorkshire Climate Action Coalition was established in early 2020 by Deloitte, Walker Morris LLP, and Leeds
University to connect businesses in response to growing demand for decarbonisation.
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
45
Segmental review
Land promotion
Iain MacSween
Hallam Land Management
During the period, Hallam Land sold a record
number of residential plots, experiencing
strong demand from housebuilders for our
prime deliverable sites.”
A record 3,957 residential plots were
sold (2024: 2,661 plots), monetising
the value it has created and resulting
in the business exceeding its full year
financial target. The average gross
profit per plot was £11,414 (2024:
£10,155), which is ahead of the five year
average of £10,187.
During the period, Hallam Land
experienced strong demand for
prime deliverable sites, with sales
producing an average ungeared
internal rate of return of 27% p.a. Key
disposals included:
• 290 residential plots at
Sittingbourne, Kent, to Taylor
Wimpey. Hallam Land entered into a
promotion agreement in 2017 before
submitting an outline planning
application in November 2022.
After an initial refusal, consent was
successfully secured on appeal in
July 2024.
• 112 residential plots at Yalding,
Kent, to Fernham Homes. Hallam
Land purchased the freehold site
in 2018 and submitted a planning
application in November 2023 in
line with the draft allocation. An
appeal was subsequently made in
May 2024 on the basis of non-
determination and approval secured
in December 2024.
• 1,270 residential plots at Tamworth,
Staffordshire. In 2016, Hallam Land
reached an agreement with the
landowners to promote the 237
acre site. Due to the site being
located on the border between
North Warwickshire and Tamworth,
duplicate planning applications
were initially submitted in 2018.
The site gained outline planning
permission in June 2025 and was
subsequently sold to Persimmon in
November 2025.
UK greenfield land values softened
slightly by 1.4% in 2025 according to
Savills Research. Positive changes to
the planning system, following the
government’s revision to the NPPF,
have significantly increased our
ability to secure outline consents. In
anticipation of this, an early decision
was made to increase resources within
Hallam Land and fast track a number
of planning applications. During the
period, 4,159 plots secured planning
consent, across 17 sites, of which 7
sites were won on appeal. Following
this, plots with planning permission (or
a Resolution to Grant, subject to S106)
increased to 9,024 (2024: 8,822).
Hallam Land continues to accelerate
applications, submitting 11,083 plots
in 2025, across 37 sites (2024: 4,447
plots). As a result of this sustained
momentum, a total of 19,580 plots
currently remain within the planning
system, awaiting determination
(2024: 13,146 plots). A similar level
of applications as in 2025 has been
identified, which are expected to be
submitted for planning over the next
12 months. All of this activity not only
positions the group well to meet its
medium term strategic target of selling
3,500 plots pa, but also to grow sales
beyond that level.
The total land bank marginally grew to
105,854 plots as at 31 December 2025
(2024: 104,787 plots), securing 15 new
sites which have the potential to deliver
c.5,000 plots. Moving forward, the
primary focus will remain on continuing
to increase sales and secure planning
permissions, whilst growing the overall
portfolio at a modest pace.
There is significant latent value in the
group’s strategic land portfolio, which
is held as inventory at the lower of
cost or net realisable value. As such,
no uplift in value is recognised in the
balance sheet relating to any of the
9,024 plots with planning and any gain
will only be recognised on disposal.
As of 15 March, Hallam Land has
exchanged on 465 plots for completion
during 2026, as well as having an
additional 2,181 plots under offer.
Hallam Land performed strongly in 2025, delivering a 35% increase
in operating prot of £32.9m (2024: £24.3m).
henryboot.co.uk46
Residential land plots
With planning permission
In planning Future Totalb/f granted sold c/f
2025 8,822 4,159 (3,957) 9,024 19,580 77,250 105,854
2024 8,501 2,982 (2,661) 8,822 13,146 82,819 104,787
2023 9,431 1,014 (1,944) 8,501 13,468 79,003 100,972
2022 12,865 435 (3,869) 9,431 12,297 73,976 95,704
2021 15,421 452 (3,008) 12,865 11,259 68,543 92,667
with Iain MacSween, Managing Director of Hallam Land
Q
Hallam Land has grown
significantly over the last five
years and now has one of the
largest land portfolios in the
UK. What will you be focusing
on to drive value from the
portfolio?
A
Our priority at Hallam Land is
to turn a very strong pipeline
into planning consents that are
deliverable and commercially
sound. We are focused on the
sites that benefit most in terms
of opportunity from the current
NPPF and offer the best returns,
on managing capital more
carefully and ensuring we keep
momentum behind applications
and disposals. Much of the value
lies in doing the basics well:
clear preparation, good robust
applications and a rigorous
sales process. With improved
data from D365, we can make
decisions earlier and maintain
consistency across the portfolio.
Q
The planning landscape in the
UK has changed significantly
over the last 18 months. What
do you see as the biggest
opportunities and challenges in
this evolving environment?
A
Reforms have created a
more positive window for
securing consents, and that
is a clear opportunity for us.
The challenge is that the land
market is, in places, suppressed,
so buyers remain selective
and pricing reflects that. We
also need to navigate appeals,
infrastructure constraints and
the transition to new policy.
Our role is to manage these
pressures pragmatically, keep
projects moving, and make
sure the consents we secure
are the best in class in terms of
deliverability and commerciality
to appeal most to buyers.
Q
What kind of culture do you
want to build or reinforce
within the organisation?
A
Hallam Land already has a
strong reputation for being
professional, knowledgeable
and steady. I want to reinforce
that, while encouraging a more
open, collaborative and modern
way of working within the team.
People should feel trusted to get
on with their jobs, supported
when needed, and clear about
what’s expected of them.
We will continue investing in
development, wellbeing, and the
basics of good communication.
In short: a culture that is
practical, respectful and focused
on doing things properly.
Q
How will you strengthen
relationships with landowners,
local authorities and
community stakeholders under
your leadership?
A
The starting point is to be
consistent and straightforward
in how we deal with people.
For landowners, that means
clarity, regular communication
and sticking to commitments.
For local authorities and
communities, it means early
engagement, honest dialogue
and well-prepared proposals that
respond to local issues. We will
continue to use our experience
to navigate the complexity of
the process, while being visible
and constructive throughout.
Strong relationships come from
reliability over time, and that
remains absolutely central to
how we work.
Q&A
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
47
Segmental review
Property investment
and development
Hamer Boot
HBD
Our Origin JV performed well in 2025,
accelerating the delivery of Grade A
Industrial and Logistics space. With the
initial three assets completed and securing
lettings, we have replenished the JV with
three more prime sites from our committed
development programme.”
The results of Stonebridge Homes have
been reclassified from the property
investment and development segment
to be reported within home building,
and the prior year restated.
According to the CBRE Monthly Index,
commercial property values increased
by 1.4% in 2025. Industrial property
continues to deliver the highest growth
with capital values up 2.5% during
the period ahead of retail up 1.8%,
and offices down 0.9%. Rental value
growth also remains strongest for the
industrial sector at 4.8% in 2025, with
yields up marginally over the period.
I&L, a sector where long term growth
is supported by several structural
drivers, experienced a further steady
recovery in 2025 with annual occupier
take up 1% and the overall vacancy rate
declining modestly to 7.6%, according
to Newmark. Occupational demand
remains broad-based but is led by
logistics and e-commerce operators,
alongside new international entrants
and defence-related manufacturers.
Speculative development remains
subdued, with starts at their lowest
level since 2017, and stronger
demand for modern, energy efficient
space means that rental growth is
concentrated in new high quality units.
In 2025, HBD completed schemes
with a total GDV of £119m (our share:
£33m GDV), after taking a disciplined
approach to new projects in the
current subdued environment (2024:
our share: £188m GDV). 32% of the
developments have been pre-let or
pre-sold. This included three schemes
totalling 449,000 sq ft (our share:
£25m) within Origin, an I&L JV with
Feldberg Capital, which all completed
on time and budget:
1. SPARK, Walsall (phase one), two
units totalling 270,000 sq ft on a
13 acre site just off the M6 (Total
GDV: £52m).
2. INTER, Welwyn Garden City, a
71,000 sq ft scheme on a three acre
site on Tewin Road near Junction 4
of the A1(M) (Total GDV: £28m).
3. ARK, Markham Vale, completed
four units totalling 107,000 sq ft on a
six acre site (Total GDV: £20m).
All three of these projects are
attracting a good level of occupier
interest, with a total of 53,000 sq ft
let or under offer as of 15 March 2026.
This includes a 17,000 sq ft unit at Ark
let to Capital Angling, an 18,000 sq ft
unit let to Perfect Group at Inter and an
18,000 sq ft unit under offer at Spark.
HBD completed on a further four
development and land sales (our
share: £8m), which included a site at
Aberdeen Bridge of Don, which has
planning for 420 residential units, and a
20,000 sq ft self storage development
at Melton Road, Leicester. A further
land sale was completed at Markham
Vale and a pre-let development at
Southend, which was retained within
the group’s investment portfolio.
Property investment and development, which is now solely made up
of HBD, delivered an operating prot of £9.4m (2024: £14.9m).
henryboot.co.uk48
2025 Completed schemes
Scheme
GDV
(£m)
HBD share
of GDV
(£m)
Commercial
(‘000 sq ft)
Residential
(Units) Status
Industrial and Logistics
Origin, INTER, Welwyn Garden City 28 7 71 – Speculative – 25% let
Origin, SPARK, Walsall (phase one) 52 13 271 – Speculative – 7% under offer
Origin, ARK Markham Vale (phase one) 20 5 107 – Speculative – 16% let
100 25 449 –
Land & other
Aberdeen, Bridge of Don 12 1 – 420 Pre-sold
Leicester, Melton Road 2 2 20 – Pre-sold
Southend 4 4 16 – Pre-sold
Markham Vale 1 1 31 – Pre-sold
19 8 67 420
Total for the year 119 33 516 420
In line with our ambition to scale
up Origin, we added three further
schemes with a combined GDV of
£56m (our share: £14m) into its pipeline
in December 2025:
1. SPARK, Walsall (phase two): A six
acre site with a £25m GDV, located
at junctions 9 and 10 of the M6.
Detailed planning consent was
secured in September 2025 for
101,000 sq ft across three units.
2. APTUS, Preston: The second phase
of the scheme near junction 31a of
the M6, previously held in JV with
Barnfield Construction Limited, was
transferred to Origin in December
2025. The £22m GDV scheme totals
107,000 sq ft across three units.
3. ARK, Markham Vale (phase two): A
three acre site adjacent to junction
J29A of the M1, with a £9m GDV. In
October 2025, a resolution to grant
planning permission was secured for
a 54,000 sq ft unit.
Construction on each development has
now commenced and is on programme
and budget, with delivery from H2 26.
HBD also benefits from development
management fees with the potential
for performance fees.
The group’s committed development
programme now totals a GDV of £66m
(our share: £18m GDV) and is currently
48% pre-let, pre-sold or under offer.
2026 Committed programme
Scheme
GDV
(£m)
HBD share
of GDV
(£m)
Commercial
(‘000 sq ft)
Residential
(Units) Status Completion
Industrial
Origin, APTUS 22 5 107 – Speculative Q4 26
Origin, Markham, ARK (phase two) 9 2 54 – Speculative Q3 26
Origin, Walsall SPARK (phase two) 25 6 101 – Speculative Q4 26
Preston, APTUS 10 5 150 – Pre-sold Q4 26
Total for the year 66 18 412 0
% sold or pre-let 15% 48%*
*This includes space under offer at Origin – 01/03/26.
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
49
Investment portfolio – key stats
Dec 2025 Dec 2024
Market values - inc. share of JV's £119.8m £107.4m
Total area – '000 sq ft¹ 706 767
‘Topped-up’ net initial yield 5.2% 5.5%
Reversionary yield 6.2% 6.7%
WAULT to expiry² 9.7 years 9.7 years
Occupancy
3
97% 94%
1
Total completed investment property.
2
Weighted average unexpired lease term (WAULT) on commercial properties.
3
As a percentage of like-for-like completed property portfolio estimated rental value (ERV).
The investment portfolio, including our share of joint ventures, has continued
to outperform the wider market, with a total property return of 11.1% for 2025,
which was ahead of the total return from the CBRE UK Monthly Index (7.1%). Since
2022, HBD has focused on recycling capital from its investment portfolio rather
than acquiring new investments. This continued in 2025, with HBD completing
on four sales, for a total of £17.7m at an average 12% premium to December 2024
book values. This includes TWO45, Skelmersdale, where we secured planning for
245,000 sq ft of I&L space, representing a 66% increase on the original building.
The sale to Garbe, a German fund, for £9.5m was completed in June 2025 and
generated an ungeared IRR of 25% p.a.
The total value of the investment portfolio (including our share of completed
JV investment properties and assets held for sale) increased to £119.8m (2024:
£107.4m), largely as a result of the addition of the finished schemes within Origin.
On a like-for-like basis, capital values increased by 2.0%, with rental value growth
of 2.8% for the I&L assets, which represent 81% of the total portfolio by value.
During the period, like-for-like occupancy remained high at 97% (2024: 94%),
or 75% including the recently completed Origin developments. The weighted
average unexpired lease term is now 9.7 years (8.5 years to first break). Currently,
95% of the IP has an EPC rating of ‘C’ or higher, (76% being rated ‘A’ or ‘B’), with
the remainder of the portfolio allocated for either redevelopment, refurbishment
or sale in the short to medium term.
Post period end, in March 2026, HBD completed the sale of a supermarket and
three adjoining retail units anchored by Waitrose, in Warminster, to a UK real
estate investment trust for £8.6m. The sale represents a net initial yield of 6.6%
and a 7.5% premium to the 31 December 2025 book value.
Segmental review
Property investment
and development
HBD has optionality on a strong near
term pipeline, which includes the
landmark £1bn Golden Valley, located
adjacent to GCHQ in Cheltenham.
In July 2025, the scheme received
outline planning permission for around
1m sq ft of prime commercial space,
including IDEA, the new 160,000 sq ft
National Cyber Innovation Centre, as
well as 576 residential units of various
tenures. The first phase (£98m GDV)
is expected to commence in H2 2026,
having now agreed terms with several
occupiers for around half the space.
The scheme is an important public
private partnership, being part of the
UK Government’s Modern Industrial
Strategy and has secured a £104m
funding package, including £20m
direct from the Government.
HBD’s total future development
pipeline has grown to £1.7bn GDV
(our share: £1.4bn GDV). All these
opportunities sit within the group’s
three key markets of I&L (55%),
Urban Commercial (26%) and Urban
Residential (19%). Last year, the
pipeline was replenished, improving its
quality with schemes such as ‘Duxford
AvTech’ (£120m GDV). The project
totals 435,000 sq ft and is set to
create a technology campus dedicated
to developing low and zero carbon
aircraft technology at IWM Duxford,
eight miles south of Cambridge
city centre. HBD is targeting high
sustainability credentials, including
BREEAM Excellent and an EPC A+
Rating. Additionally, in September
2025, FREEPORT 36, Goole (Phase
one: £130m GDV), in partnership
with St John’s College Cambridge,
secured outline planning to develop
a 5.5m sq ft high quality, sustainable
industrial and manufacturing park, with
buildings ranging from 40,000 sq ft to
1m sq ft.
henryboot.co.uk50
Segmental review
Home building
Ed Hutchinson
Stonebridge Homes
We are committed to delivering an
outstanding customer experience and we
are investing in our people and systems to
strengthen sales capability and customer
engagement .”
According to Nationwide, UK house
prices increased by 0.6% during
2025 on a seasonally adjusted basis.
Most regions recorded modest
house price growth, with Northern
England continuing to outperform the
South. Whilst there was an increase
in new home registrations in 2025,
completions remain 39% below the
2022 peak according to the National
House Building Council.
Stonebridge Homes completed 185
homes (166 private/19 affordable)
(2024: 270) with a private average
selling price of £403,000 (2024:
£402,000). Completions were
materially below our expectation of
240-250 units due to softer trading
conditions and a slower than planned
outlet opening profile, reflecting
delays in securing detailed planning
permission. As a result, Stonebridge
Homes operated from an average of
nine outlets in 2025, compared with
a budgeted 12. In addition, around
30 completions moved into 2026
as build schedules were delayed
by utility connections and changes
in planning conditions. However,
selling prices were broadly in line
with our expectations, with the level
of incentives remaining stable during
the year.
The net private reservation rate per
active outlet per week decreased
by 18% to 0.37 (2024: 0.45). There
were no bulk sales in either period, as
this approach does not form part of
Stonebridge Homes’ sales strategy.
Whilst many of our customers remain
cautious, sales rates were also affected
by several sites nearing the end of
their sales programme and therefore
offering a reduced product range.
Revenue was £69.7m (2024: £88.1m),
excluding part exchanged homes. The
lower level of completions against our
expectations was the primary driver
of an operating loss of £(9.2)m (2024:
£1.9m operating profit). Performance
was also impacted by cost overruns
related to adverse ground conditions
and additional costs associated with
extended site durations due to slower
sales rates. In response, we have
increased contingency within schemes
to better reflect project delivery times.
In 2025, 1,031 plots were added
to Stonebridge Homes’ land bank
across five sites, including Whitby,
Carlton and Kingston Village, which
together have the potential to deliver
846 homes. Stonebridge Homes’
total owned and controlled land bank
now stands at 2,572 plots (2024:
1,726). Following several successful
applications during the year, plots with
full planning consent increased to 842
(2024: 531 plots), representing 4.6
years’ supply based on completions
in the last 12 months. During 2026,
selective land disposals will still
provide us with the land supply needed
to maintain our ambition to scale up
output in line with our medium term
growth ambitions.
In January 2025, we increased our
ownership of Stonebridge Homes
to 62.5% as part of the transaction
agreed in December 2024 to
take full ownership by the end of
2030. The deal is structured to
complete in three tranches, with the
total purchase price linked to the
performance of Stonebridge Homes
over this period. Bearing in mind
the recent underperformance, the
final aggregated payment to take
full control is likely to be materially
less than originally anticipated. Post
period end, in February 2026, we
increased our ownership further to
75%. The third and final tranche to
acquire the remaining 25% is expected
to be completed in January 2030,
with consideration payable in 2030
and 2031.
Stonebridge Homes’ results have been reclassied from property
investment and development to be reported as home building.
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
51
Given our market positioning, we are
committed to delivering an outstanding
customer experience alongside the
premium homes Stonebridge Homes
delivers. We are investing in our people
and systems to strengthen sales
capability and customer engagement.
We are also providing direct support
from our group function teams across
several key services to ensure teams
are coordinated and collaborative.
We differentiate our product by
placing emphasis on the design
and layout of our homes, but our
improvement plan recognises the need
to strengthen operational efficiency,
ensuring that our processes and
systems are aligned with our strategic
priorities. We will strengthen the
quality, consistency and timeliness of
data across the business to improve
the link between cost management,
procurement, build programmes
and sales.
As part of the integration into the
group, using the skills of Hallam
Land, we are also undertaking a
comprehensive review of Stonebridge
Homes’ land portfolio. This is expected
to result in selective disposals and
a rebalancing of the land bank to
reduce risk, improve asset turn, and
better align site size and scale with our
premium homes strategy and medium
term growth ambitions.
Trading at the start of 2026 shows
encouraging signs of improvement,
with stronger year on year sales rates.
Over the 11 weeks to 15 March 2026,
our private net reservation rate was
0.43, compared with 0.34 in the
same period last year. There has also
been a corresponding reduction in
cancellation rates and the use of part
exchange. The total forward order
book at 15 March 2026 comprised 96
units (2025: 108) with a value of £36.1m
(2025: £33.6m).
Construction
BP and Road Link (A69) both traded in
line with management expectations.
Road Link’s PFI contract is set to expire
at the end of March 2026.
On 31 December 2025, the group
completed the sale of Henry Boot
Construction to PWS, a new company
formed by its management team,
for £4.0m via a vendor-funded loan.
Additional overage may be payable
depending on future performance. As
a result of the transaction, Henry Boot
Construction’s results for the current
and comparative period have been
reclassified and disclosed separately
from the rest of the business as
discontinued operations. In 2025,
including the initial profit recognised
on disposal, Henry Boot Construction
delivered an operating profit of £2.7m
(2024: loss of £2.3m). With 100% of its
2026 turnover already secured, Henry
Boot Construction is well positioned
to start repayment of the vendor
loan. The group wishes our former
colleagues all the best for the future.
The group’s construction segment, which includes Banner Plant (BP) and
Road Link (A69), delivered an operating prot of £6.7m (2024: £7.2m).
Segmental review
Home building
henryboot.co.uk52
Financial review
Summary of financial performance
2025
£’m
2024
£’m
Change
%
Total revenue
Property investment and development 69.0 69.2 –
Home building 69.7 88.1 -21
Land promotion 83.0 78.0 +6
Construction – continuing operations 29.8 30.8 -3
251.5 266.1 -5
Construction – discontinued operations 55.5 49.7 11
307.0 315.8 -3
Operating profit/(loss)
Property investment and development 9.4 14.9 -36
Home building (9.2) 1.9 -584
Land promotion 32.9 24.3 35
Construction – continuing operations 6.7 7.2 -7
Central overheads (9.4) (11.8) -20
30.4 36.5 -17
Construction – discontinued operations 2.7 (2.3) -217
33.1 34.2 -3
Net finance cost and other (4.0) (3.5) -14
Profit before tax 29.1 30.7 -5
Profit before tax - continuing operations 26.5 33.0 -20
Profit before tax - discontinued operations 2.6 (2.3) -213
Profit before tax 29.1 30.7 -5
The group navigated another
challenging year in 2025. Total
profit before tax decreased 5% to
£29.1m (2024: £30.7m), or £27.5m
(2024: £29.4m) on an underlying
basis. While market activity remains
subdued, the fundamentals of our
three key markets remain compelling,
and we are well placed to benefit from
the significant opportunities we have
been building up within our portfolio,
supported by a strong balance
sheet and a disciplined approach
to investment.
On 31 December 2025, the
group completed its sale of HBC
Construction Limited, formerly Henry
Boot Construction Limited (HBC), part
of the group’s Construction segment.
Results of HBC are classified as a
discontinued operation in both the
current and prior year.
Land promotion (Hallam Land):
Segment operating profit £32.9m
(2024: £24.3m). During the year,
we disposed of a record number of
residential plots at 3,957 (2024: 2,661)
at an average gross profit per plot
of £11.4k (2024: £10.2k) reflecting
continued demand for our high
quality sites.
The fundamentals of our three key markets
remain compelling, and we are well placed to
benet from the signicant opportunities we
have been building up within our portfolio.”
Darren Littlewood
Chief Financial Officer
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
53
Home building (Stonebridge):
Segment operating loss £9.2m
(2024: £1.9m profit). Stonebridge
Homes completed 185 homes (2024:
270). Due to softer trading conditions
and a slower outlet opening profile
as a result of delays in securing
detailed planning, completions were
significantly below our expectation.
Property investment and
development (including HBD):
Segment operating profit £9.4m
(2024: £14.9m). After taking a
disciplined approach to new projects in
the current subdued environment, HBD
completed schemes with a total gross
development value (GDV) of £119m
(our share: £33m GDV) (2024: our
share: £188m GDV), of which 32%
has been pre-let or pre-sold. Fair
value gains on investment property
were £2.1m (2024: £4.5m). We also
recorded profits on sales of investment
properties and assets held for sale
of £0.5m and £0.9m, respectively
(2024: £0.1m, £nil).
Construction:
External sales £85.2m (2024: £80.5m),
with operating profit £9.4m
(2024: £4.9m). As noted above, results
reflect performance up to the disposal
of HBC on 31 December 2025. On
a standalone basis, HBC delivered
revenue of £55.4m and operating profit
of £0.7m or £2.7m including the profit
on disposal; net assets at disposal
were £nil.
Consolidated Statement of
Comprehensive Income
Revenue from continuing operations
declined by 5% to £251.5m
(2024: £266.1m), reflecting the
subdued market backdrop and the
anticipated timing of key transactions.
Land promotion performed strongly,
with revenue rising to £83.0m
(2024: £78.0m) driven by sustained
demand for high quality strategic sites.
Property development held steady at
£69.0m (2024: £69.2m) despite muted
market conditions. Stonebridge Homes
generated £69.7m of revenue (2024:
£88.1m), with the reduction largely
due to a lower volume of completions
compared with the prior year.
The group generated a gross profit
of £65.8m in 2025 (2024: £71.9m),
reflecting a gross margin of 26%,
compared with 26% in the prior year.
Administrative expenses were £40.3m,
a reduction from the prior year
(2024: £42.0m), reflecting tighter cost
control across the group.
Property revaluation gains amounted
to £4.1m (2024: £4.6m), comprising
£2.1m of gains on wholly owned
investment property and £2.0m on the
group’s share of investment property
held in joint ventures.
Property revaluation gains/(losses)
2025
£’m
2024
£’m
Wholly owned investment property:
– Completed investment property 1.5 1.2
– Investment property in the course of construction 0.6 3.3
2.1 4.5
Joint ventures and associates:
– Completed investment property – 0.1
– Investment property in the course of construction 2.0 –
2.0 0.1
4.1 4.6
Tax
The tax charge for the year was
£8.1m (effective rate of tax 30.5%)
(2024: £7.4m effective rate of tax
22.9%) and is higher than (2024: lower
than) the standard rate of corporation
tax due to prior year adjustments.
Current taxation on profits was
£9.5m (2024: £5.9m), partly offset
by a deferred tax credit of £1.5m
(2024: £1.6m charge).
Return on capital
employed (ROCE)
ROCE was 7.5% (2024: 8.0%) before
revised classification of the group’s
main borrowing facility (based on
revised classification ROCE was
6.2% (2024: 6.8%). We remain
confident in the group’s potential to
deliver attractive returns over the
medium term.
Finance and gearing
Net finance costs reflected finance
income of £3.9m and finance costs
of £8.0m (2024: £5.1m and £8.7m,
respectively).
Interest cover, expressed as the ratio
of operating profit (excluding the
valuation movement on investment
properties, disposal of investment
properties and joint venture profits) to
net interest (excluding interest received
on other loans and receivables), was
5 times (2024: 9 times). No interest
incurred in either year has been
capitalised into the cost of assets.
The group’s banking facilities
were renewed on 21 May 2024 at
£125.0m. The facility with Barclays
Bank PLC, HSBC UK Bank plc and
National Westminster Bank Plc runs
for three years and includes two
one-year extensions. The first of
these extensions was called upon on
31 March 2025 extending the facility
to 21 March 2028. Bank facilities in
place at 31 December 2024 totalled
£125m with an accordion to extend
the facility by up to £60m taking the
facility to £185m. The facility was
extended on 21 March 2025 to £140m
and again on 5 March 2026 to £155m,
increasing headroom over the going
concern period.
Financial review continued
henryboot.co.uk54
On 27 June 2024, the group extended
a £25.0m receivables purchase
agreement with HSBC Invoice Finance
UK Limited (HSBC) that allows it to
sell deferred income receivables
to the bank. The risk and rewards
of ownership are deemed to fully
transfer to HSBC and, therefore, this
agreement is recorded off balance
sheet. The group had sold £13.4m of
receivables under the agreement at
31 December 2025 (2024: £15.9m).
The 2025 year-end net debt was
£108.0m (2024: £62.7m) resulting
in gearing of 25.7% (2023: 14.7%)
in excess of our targeted range of
10-20%. Despite challenging market
conditions, we continue to invest in
our prime land portfolio, growing
our premium housebuilder and
delivering our high quality committed
development programme.
All bank borrowings continue to be
from facilities linked to floating rates
or short term fixed commitments.
Throughout the year, we operated
within the facility covenants and
continue to do so.
Cash flow summary
2025
£’m
2024
£’m
Operating profit (including discontinued operations) 33.1 34.2
Depreciation and other non-cash items 2.1 0.4
Net movement on equipment held for hire (1.4) (2.6)
Movement in working capital (49.9)
10.5
Cash generated from operations (16.1)
42.5
Acquisition of non-controlling interest (10.1) –
Disposal of subsidiary (note 8) (9.1) –
Net capital investments 15.4 (4.9)
Net interest and tax (12.7) (13.3)
Dividends paid (12.7) (12.1)
Dividends received from joint ventures –
2.9
Change in net debt (45.3)
15.1
Net debt brought forward (62.7)
(77.8)
Net debt carried forward (108.0) (62.7)
During 2025, cash used in operations
amounted to £16.1m (2024: £42.5m
inflow), after a net movement on
equipment held for hire of £1.4m
(2024: £2.6m) and working capital
outflows of £49.9m (2024: £10.5m
inflow) driven by investment in land and
an increase in deferred receivables.
Net capital investment of £15.4m
(2024: £4.9m outflow) arose primarily
from proceeds on disposal of assets
held for sale of £13.1m (2024: £nil) and
proceeds on disposal of investment
property of £5.2m (2024: £0.6m).
Net dividends totalled £12.7m (2024:
£12.1m), comprising equity dividends of
£10.5m (2024: £10.0m) and dividends
to non controlling interests of £2.2m
(2024: £2.1m), with no dividends
received from joint ventures in the
year (2024: £2.9m).
After net interest and tax of £12.7m
(2024: £13.3m), there was an overall
cash outflow of £45.3m (2024:
£15.1m inflow), resulting in net debt
of £108.0m (2024: £62.7m).
Statement of financial
position summary
Wholly owned investment properties,
over 70% of which are I&L assets,
totalled £94.6m (2024: £105.6m).
During the year, the group disposed
of five properties, two previously held
for sale (£9.3m book value, £0.9m
profit) and a further three properties in
the year (£7.0m book value, £0.4m of
profit). These reductions were partially
offset by £3.5m of additions (2024:
£0.1m), including completion of a new
industrial unit in Southend, along with
£2.1m of valuation gains (2024: £4.5m).
Intangible assets increased to
£1.3m (2024: £0.6m), driven by
capitalisation of costs associated
with the group’s flagship D365 digital
transformation project.
Property, plant and equipment
decreased to £26.9m (2024: £29.3m)
and largely comprises group occupied
properties and equipment held for
hire. Additions during the year of
£2.1m (2024: £5.6m) were offset
by depreciation charges of £3.9m
(2024: £3.9m) and the disposal of
assets. Right of use assets totalled
£2.9m (2024: £3.5m).
Investments in joint ventures and
associates increased to £22.9m
(2024: £13.3m), reflecting additional
investment of £7.9m (2024: £2.9m),
and the group’s share of profits during
the year of £1.7m (2024: £2.4m).
The group continues to undertake
development projects with third party
partners where mutually beneficial.
Inventories increased to £368.1m
(2024: £332.9m), driven primarily
by a £44.7m rise in the group’s
housebuilder land bank (2024: £15.4m).
Despite a record level of strategic
land disposals in 2025, continued
progress of sites through planning has
maintained the value of the strategic
land portfolio. Property development
inventory reduced by £8.8m as capital
continues to be transferred into joint
venture arrangements.
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
55
Overall, the net assets of the group decreased by 1.2% to £420.1m
(2024: £425.1m), arising from retained profits less distributions to shareholders and
acquisition of Stonebridge Homes with NAV per share
3
decreasing 0.9% to 313p
(2024: 317p).
2025
£’m
2024
£’m
Investment properties and assets classified
as held for sale 94.6 105.6
Intangible assets 1.3 0.6
Property, plant and equipment, including
right-of-use assets 29.8 32.8
Investment in joint ventures and associates 22.9
13.3
148.6
152.3
Inventories 368.1 332.9
Receivables 126.3 111.6
Payables (113.8) (111.5)
Other (4.1)
(7.3)
Net operating assets 525.1
478.0
Net debt
5
(108.0) (62.7)
Retirement benefit asset 3.0
9.9
Net assets 420.1
425.2
Less: Non-current liabilities and pension asset 137.5
86.4
Capital employed 557.6 511.6
Darren Littlewood
Chief Financial Officer
Receivables increased to £126.3m
(2024: £111.6m), driven by an increase
in non-current trade receivables
relating to strategic land disposals.
Deferred payment receivables
continue to reflect the scale and nature
of strategic land transactions.
Payables increased to £113.8m
(2024: £111.5m), reflecting the timing
of transactions and deferred land
payments. Provisions reduced to
£0.9m (2024: £1.7m) as strategic
land provisions unwind and the Road
Link (A69) concession approaches
completion. Contract liabilities fell to
nil (2024: £4.9m) following the disposal
of the group’s construction business.
Net debt increased to £108.0m
(2024: £62.7m), primarily as a result
of the growth in Stonebridge Homes’
land bank and the sale of Henry Boot
Construction. This resulted in gearing
rising to 26% (2024: 15%), higher than
our preferred range of 10-20%. As we
complete sales throughout the year,
we expect our gearing to move back
towards our optimal range. Net debt
comprises cash and cash equivalents
of £8.4m (2024: £16.8m), borrowings of
£112.0m (2024: £72.5m), other loans of
£1.1m (2024: £3.0m) and lease liabilities
of £3.3m (2024: £3.9m).
At 31 December 2025, the IAS 19
pension valuation reported a surplus
of £3.0m (2024: £9.9m), mainly as
a result of a lower market value of
scheme assets. The scheme continues
to be managed through a diversified
portfolio with oversight from Trustees
and external advisers.
1
Adjusted including discontinued operations.
2
Underlying profit is an alternative performance measure (APM) and is defined as profit before tax excluding revaluation movements on completed
investment properties. Revaluation movement on completed investment properties includes gains of £1.5m (2024: £1.2m) on wholly owned completed
investment property and a gain of nil (2024: £0.1m) on completed investment property held in joint ventures. This APM is used as it provides the users with
a measure that excludes specific external factors beyond management’s controls and reflects the group’s underlying results. This measure is used in the
business in appraising senior management performance.
3
Return on Capital Employed is an APM and is defined as operating profit/capital employed where capital employed is the average of total assets less current
liabilities and pension asset/obligation at the opening and closing balance sheet dates. Before the revised classification of the group’s main borrowing
facility. Previously presented as current liabilities these borrowings are now classified as non-current. See page 174 for prior year adjustment.
4
Net Asset Value (NAV) per share is an APM and is defined as total equity adjusted to remove retirement benefit assets.
5
Net debt is an APM and is reconciled to statutory measures in note 7.
6
Total property return is a metric that combines capital and income returns for the investment portfolio. It is calculated as the percentage value change plus
net income accrual, relative to the capital employed and is calculated on a monthly basis and then indexed in line with the benchmark.
7
Total Accounting Return is an APM and is defined as the growth in NAV per share plus dividends paid, expressed as a percentage of NAV per share at the
beginning of the period.
8
Before the revised classification of the group’s main borrowing facility. Previously presented as current liabilities, these borrowings are now classified as
non-current.
Financial review continued
henryboot.co.uk56
Principal risks
& uncertainties
Managing our risks
For Henry Boot, effective risk
management is essential in achieving
positive outcomes from our
operations and for the delivery of our
strategic targets.
Overview
The group takes a considered
approach to risk. We invest prudently
in pursuit of our strategic targets,
maintain financial strength through
effective cash management, and aim
to be the safest place to work in the
markets in which we operate.
The group operates within a structured
framework of internal controls and risk
management, where long term success
is underpinned by the continuous
review and assessment of both key
business and emerging risks. While a
formal annual reporting process is in
place, risk identification and response
remain ongoing; consequently,
significant developments are reported
to the Board outside of the annual
cycle whenever events dictate
that immediate action is necessary
and appropriate.
In the event of rapidly changing
risks, our business continuity group
and crisis management team have
established procedures and actions
that will support the group’s day-to-
day response to sudden or developing
incidents, providing regular updates to
our people, the ExCo and the Board.
The Responsible Business Committee
and the Audit and Risk Committee
evaluate how ESG-related risks, and
the measures in place to mitigate them,
may affect both the short and long
term value of the group.
Enterprise Risk
Management and
Governance Framework
The group maintains a robust
Enterprise Risk Management
(ERM) framework designed to
ensure that risk-taking is deliberate
transparent, and aligned with the
strategic objectives.
1. Board Accountability and
Committee Oversight
The Board is ultimately responsible
for the group’s risk profile and
the effectiveness of the internal
control environment:
The Audit and Risk Committee set the
group’s risk appetite and tolerance
levels, this details the acceptable
level of risk taking in pursuit of the
strategic goals, and provides dedicated
oversight of the ERM framework. It is
responsible for reviewing the integrity
of the financial reporting, monitoring
the internal control environment,
and ensuring that the group remains
resilient under stressed conditions.
2. Three Lines of Defence
To ensure independent challenge
and rigorous monitoring, the
group operates a Three Lines of
Defence model:
• First Line: Operational management
and subsidiaries are the primary risk
owners. They are responsible for
identifying, assessing and mitigating
risks within their daily operations,
ensuring that controls are integrated
into business processes.
• Second Line: The Risk and
Compliance function provides
the overarching policies and
frameworks for risk management.
This line provides independent
oversight to the First Line, reporting
to the Audit and Risk Committee
on the group’s adherence to its
risk appetite.
• Third Line: Internal Audit provides
independent, objective assurance
to the Board and the Audit and
Risk Committee. It evaluates the
effectiveness of both the first
and second lines of defence,
ensuring that the risk management
framework is functioning
as intended.
3. Risk Culture and Monitoring
Risk governance is underpinned by a
proactive risk culture integrated across
all operational levels. Robust oversight
is maintained through structured
reporting cycles, notably the Audit and
Risk Committee, which convenes four
times a year, and the monthly ExCo,
that has a dedicated agenda item to
evaluate and monitor the evolving
economic risk landscape.
Details on how the Audit and Risk
Committee is preparing for Provision
29 of the UK Corporate Governance
Code can be found on page 118
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
57
Risk
governance
Establish risk
strategy
and appetite
Risk identification
and assessment
Identify and
evaluate risk
Risk response and
reporting
Review, report
and revise
The Board/The Audit and Risk Committee
Oversight of all risk management within the group is undertaken at the highest level by
the Board of Henry Boot PLC, which is delegated in general terms to the Audit and Risk
Committee, who:
• Reviews the adequacy and effectiveness of the group’s internal controls and risk
management systems
• Monitors and reviews internal and external audit
The Executive Committee
Reviews risks and internal controls at a consolidated group level and
coordinates the group’s response.
Business continuity group
Established in 2022, the group meets
monthly to establish the procedures
and plans for management of
continuity events.
Subsidiary boards and PLC
Each subsidiary and group department
has a nominated individual responsible
for maintaining the risks within that
subsidiary/department. In general,
this will be the Managing Directors
(for subsidiaries) and the heads of
department (for the PLC), with input
from other relevant designated team
members as applicable.
Emerging risks
The group believes that its emerging
risks are inextricably linked to
emerging trends in our marketplace
and more widely to global and
economic events. Such trends
include urbanisation, demographics,
technology, political and environment.
Failure to keep pace with these
changes could result in additional risk
exposure to the group. Management
has, therefore, undertaken horizon
scanning exercises that form key
considerations in the group’s risk and
strategic planning.
The continued advancement
of artificial intelligence and the
accelerated digitisation of the group’s
operations have contributed to
an increase in technology-related
risk. As the business adopts new
digital tools and automates more of
its core processes, the complexity
and pace of technological change
introduce heightened exposure
to system vulnerabilities, data
integrity challenges and operational
dependency on digital platforms.
These developments reinforce the
need for robust controls, proactive
monitoring and ongoing investment in
technology governance to ensure the
group can fully benefit from innovation
while managing the associated risks
effectively.
Geopolitical and economic risk levels
remain high demonstrated by recent
and ongoing conflict in the Middle
East and the associated volatility in
global oil prices. These events present
multilayered risks to Henry Boot with
potential impacts in operations and the
macroeconomic environment. Their
impact is regularly discussed and have
been considered across each principal
risk area.
The group continues to recognise
the importance of climate risk and its
impact on our business and the planet;
this is recognised as one of the group’s
principal risks and further information
on our assessment of climate risk is
detailed on pages 77 to 80.
The financial impact of the above is
considered in the going concern and
viability section on pages 65 to 66.
Principal risks
& uncertainties continued
henryboot.co.uk58
Risk name
▲
1
(S) External markets
▲
2
(S) Sustainability targets/communications
▲
3
(S) Underperformance of subsidiaries
–
4
(S) Reputational incident
▲
5
(O) Loss of critical systems/data
–
6
(O) Business continuity incident
▲
7
(O) Attract, retain and develop workforce
▲
8
(O) Loss of key personnel
–
9
(O) Health, safety and environment incident
▲
10
(O) Execution
–
11
(R) Failure to adhere to regulation/legislation
▲
12
(R) Adverse changes in regulation/legislation
▲
13
(F) Funding
▲
14
(F) Erosion of profit
–
15
(F) Fraud
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
Likelihood
Impact
(S) – Strategic (O) – Operational (R) – Regulatory (F) – Financial
Key
Net (Residual) Risk
Risk heat map
The risk heat map illustrates the 15
principal risks identified by the Board
as having a potential material impact
on the group.
The risks have been plotted by the
Board/Audit and Risk Committee
based on a common understanding of
the risk appetite of Henry Boot. The
risks are presented net (after taking
account of mitigating actions and
internal controls).
Movements from the prior year’s
ranking are indicated by the arrows in
the table below.
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
59
Our risks
Risk and
description Mitigation
Changes
during
the year
Link to
strategic
priorities
1
External markets (Strategic)
Adverse external
challenges within
the markets in
which Henry Boot
operates
• Strong relationships with key supply partners.
• Financial stability of Henry Boot is underpinned by diversity
of portfolio.
• Measures in place to ensure financial resilience such as
low gearing ratio, high credit rating, and strong relationship
with lenders.
• Inflation clause in contracts to pass on inflation-induced costs.
• Going concern and viability assessments completed annually.
• ExCo regularly review market intelligence, market conditions,
inflation reports and intelligence reports on potential regulatory
changes to inform decision making.
▲
Gradual
recovery and
improvement
2
Sustainability targets/communications (Strategic)
Failure
(or perceived
failure) to achieve
sustainability
targets/
communications
• Responsible Business Committee formed in 2021 to provide
oversight of the development and delivery of the Responsible
Business Strategy.
• ESG Steering Group considers progress against the Responsible
Business Strategy including cross-cutting issues such as property
environmental performance.
• All members of ExCo have ESG-related targets.
• Recent re-branding centred around impact on 5Ps (People,
Planet, Partners, Places and Performance) and incorporated into
Responsible Business Strategy and brand proposition.
• Responsible business plans developed annually and linked to
Responsible Business Strategy, supported by quarterly reporting.
▲
Lesser focus
in current
market
environment
3
Underperformance of subsidiaries (Strategic)
Material
underperformance
of one or more
of the group’s
subsidiaries
• Clearly defined and communicated group strategy and business
plans for subsidiaries.
• Strict legal procedures and protocols regarding authority to sign
contracts and accept risks.
• Reserve matters process in place, which requires projects over a
certain limit at subsidiary level to be approved by the Board.
• Thorough assessments conducted of client financial standing
(including credit checks and payment guarantees).
• Project risk registers/assessments completed, reviewed and
considered in budgets.
• Diverse nature of subsidiaries and locations spread the risk.
• Regular reviews of pipeline and current opportunities.
• Delivery risk passed to contractors where possible.
▲
Challenges
in reaching
market
expectation
henryboot.co.uk60
Risk and
description Mitigation
Changes
during
the year
Link to
strategic
priorities
4
Reputational incident (Strategic)
Ineffective
response to or
management
of a significant
reputational
incident
• Recent rebranding centred around impact on 5Ps (People,
Planet, Partners, Places and Performance) and incorporated into
Responsible Business Strategy and brand proposition.
• Increased awareness of the importance of ExCo/senior
stakeholders speaking with ‘one voice’.
• Crisis response arrangements included as part of overall business
continuity planning.
–
5
Loss of critical systems/data (Operational)
Loss of critical
systems and/or
data (malicious or
non-malicious
• Key systems backed up regularly.
• Preventative approach to risk in IT team.
• IT helpdesk system aligned to KPIs.
• Dynamics 365 implemented to digitise processes within Henry
Boot, store information and support group collaboration.
• VPN security is used for connectivity out-of-office.
• Henry Boot is accredited by cybersecurity essentials.
• Controls in place to see where data is being shared externally.
• Project underway to develop an ITDR plan (future state).
• Cyber insurance in place.
▲
Increasing
threat of
cyber and
growing use
of artificial
intelligence
6
Business continuity incident (Operational)
Major disruptive
event/business
continuity
incident (internal
or external)
impacting Henry
Boot or subsidiary
operations
• Business Continuity Plans (BCPs) in place throughout the business
(plans are regularly tested and reviewed).
–
Key
Change during the year
▲
Increased
▲
Decreased
–
No change
Group strategic priorities
Performance People Partners Places Planet
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
61
Our risks
continued
Risk and
description Mitigation
Changes
during
the year
Link to
strategic
priorities
7
Attract, retain and develop workforce (Operational)
Failure to attract,
retain and develop
an appropriately
diverse, skilled
and experienced
workforce to meet
current and future
business needs
• Opportunities to move across subsidiaries.
• Group employee engagement survey conducted annually to
measure morale/staff engagement.
• Development/formalisation of People strategy includes initiatives
on pay and reward, career progression, agile working, equity,
diversity and inclusion, health and wellbeing.
• Recent benchmarking and review of remuneration and
benefits package.
• Work done to address any single points of failure and
skills shortages.
• Increased internal training (growing our own colleagues) within
the operational side of the business.
• Emerging talent workstream focusing on strategic engagement
with education partners to attract and retain diverse talent.
• Relocated head office November 2023 (enhanced working
environment to encourage greater collaboration).
▲
Increase in
unemployment
rates
8
Loss of key personnel (Operational)
Loss of key
personnel within
Henry Boot
subsidiaries/loss
of multiple senior
employees in short
succession
• Formal review of succession planning and plans in place for
potential successors for certain senior roles.
• Recent benchmarking and review of remuneration.
• Contractual protections and retentions in employment contracts
of senior management and other key employees.
• Introduction of Dynamics 365 to encourage information sharing
and storage.
▲
Structural
changes
to ensure
group
is fit for
the future
9
Health, safety and environment incident (Operational)
Occurrence of
a significant
health, safety or
environmental
incident across
any of the group’s
subsidiaries
• Regular testing of health and safety scenarios through business
continuity work.
• Emergency response protocol in place with risks grouped into
three tiers and linked to BCP.
• Strong team compliance and safety culture with group
impact measured on 5Ps (People, Planet, Partners, Places and
Performance).
• Staff appropriately trained and report near misses.
• KPIs associated with reporting of near misses.
• Sub-contractors need to obtain approved status and evidence
that they meet required standards.
• Health and Wellbeing Strategy launched Feb 2023 with a project
team established to oversee implementation and delivery of a
range of activities.
• Annual health and safety reports (which include targeted
recommendations) completed for all subsidiaries.
• Regular internal audits and accreditations obtained.
–
henryboot.co.uk62
Risk and
description Mitigation
Changes
during
the year
Link to
strategic
priorities
10
Execution (Operational)
Failure to
deliver strategic
plans in the
intended manner
• Annual review of five-year strategy and business plan undertaken
with Board and ExCo.
• Project teams establish to plan and deliver key initiatives.
• Objectives and KPIs aligned with delivery of strategic plans.
▲
Key
initiatives well
progressed
11
Failure to adhere to regulation/legislation (Legal/regulatory)
Breach or failure
to adhere to
key regulation/
legislation
• Group legal department have oversight of key risk areas and
develop guidance and systems to ensure requirements are
fulfilled (i.e. for BSA and DPA).
• Detailed review conducted of exposures under BSA and DPA
(i.e. for legacy projects).
• Project-level risks discussed in regular meetings.
• Risks discussed in meetings with ExCo.
• Internal control environment regularly reviewed and updated.
–
12
Adverse changes in regulation/legislation (Legal/regulatory)
Breach or failure
to adhere to
key regulation/
legislation
• Advanced notice associated with any upcoming regulatory
changes (ongoing monitoring undertaken).
• Actively engage with Government (directly and via
trade associations).
• External legal advisers provide updates and trackers.
• Membership and subscription to groups and industry publications
such as IOSH, Constructing Excellence and the National
Federation of Builders.
• The Board undertake legal horizon scanning twice a year.
▲
Lower
volume of
material
changes in
legislation
13
Funding (Financial)
Failure to secure
funding at
favourable terms
• Look to ensure balanced leverage/gearing (operate within optimal
framework).
• Good relationships with banking partners.
• Internal audit function in place.
• External legal contacts.
• Hire purchase agreements with Lombard bank.
• Significant amount of equity is retained in the group to lessen the
need for external borrowing.
▲
Debt and
gearing
operating at
higher levels
Key
Change during the year
▲
Increased
▲
Decreased
–
No change
Group strategic priorities
Performance People Partners Places Planet
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
63
Our risks
continued
Risk and
description Mitigation
Changes
during
the year
Link to
strategic
priorities
14
Erosion of profit (Financial)
Significant and/
or sustained
erosion of profit
and operating
margin on the
viability of
transactions and
schemes
• Use of joint ventures to share capital requirements and risk.
• Cost-benefit analysis completed for new projects.
• Preference for pre-funded and pre-let opportunities.
• Viability assessment completed annually.
▲
Margin
erosion
across
housing
market
15
Fraud (Financial)
Occurrence of
fraud, bribery or
corruption
• Anti-Bribery and Corruption Policy in place which sets standards
for the group and supply chain members.
• Policy regularly reviewed and updated with further guidance
issued as required.
• Regular anti-bribery training provided.
• Fraud and Corruption notices completed across the business
on a monthly basis.
–
Key
Change during the year
▲
Increased
▲
Decreased
–
No change
Group strategic priorities
People Partners Places Planet Performance
henryboot.co.uk64
Going concern
In undertaking their going concern
review, which covers the period
to December 2027, the Directors
considered the group’s principal risk
areas that they consider material to the
assessment of going concern.
As the UK economy continues to
prove challenging, the Directors have
assessed the group’s ability to operate
in a more uncertain environment
in modelling a base case scenario.
They have also modelled what they
consider to be a severe downside
scenario, including further curtailment
in activities. This downside scenario
shows a c26% reduction in sales and
c90% reduction in operating profits
from the base case. Development
activity and land sales only take place
where already contracted or well
progressed. For Stonebridge Homes a
10% decline in house prices is assumed
along with a 10% reduction in the
number of plots sold and Banner Plant
revenue declines c17%. This downside
model assumes that acquisition and
development spend is restricted other
than that already committed and is all
consistent with previous experience
in recessionary environments. Having
started 2026 with net debt of £108.0m,
and with c.£118.6m of net debt as
at 20 March 2026, against current
facilities of £155.0m the Directors
have concluded that the group is able
to control the level of uncommitted
expenditure while delivering
contracted schemes. Allowing it to
retain and even improve the cash
position in the event of a severe
downside scenario, although the
impact of doing so on the profit and
loss account would be unavoidable.
The group meets its day-to-day
working capital requirements through a
secured loan facility (see note 25 of the
Financial Statements). The facility with
Barclays Bank PLC, HSBC UK Bank
plc and National Westminster Bank
Plc runs for three years and includes
two one-year extensions. The facility
includes an accordion to increase the
facility by up to £60.0m, increasing the
overall facility to £185m.
None of the modelling undertaken by
the Directors gives rise to any breach
of bank facility covenants. The most
sensitive covenant in our facilities
relates to the ratio of EBIT (Earnings
Before Interest and Tax) on a 12-month
rolling basis to senior facility finance
costs. Our downside modelling, which
reflects a 26% reduction in revenue
and 90% reduction in operating
profit from our base case for 2025,
demonstrates headroom over this
covenant throughout the forecast
period to the end of December 2027.
As part of the going concern
assessment, the Directors considered
a reverse stress test to determine the
level of adverse performance required
to exhaust debt facility headroom
and cause covenant breaches over
the assessment period. The Directors
concluded that the combination
of events required to cause such
breaches are remote, and even
in a case of worsening economic
conditions, the group has several
additional levers available to it which
remain unmodelled in the stress
test scenarios.
The Directors have also considered
the current ongoing conflict in the
Middle East and the potential impact
upon the group should the conflict be
prolonged. Whilst the group is not
immune to global economic shocks,
the Directors believe that the strength
of the group balance sheet, the facility
headroom demonstrated in the group’s
downside modelling, and the strong
supply and demand fundamentals
underpinning our key markets mean
the group is well positioned to manage
economic deterioration as a result of
the conflict.
At the time of approving the Financial
Statements the Directors expect that
the company and the group will have
adequate resources, liquidity and
available bank facilities to continue
in operational existence for the
foreseeable future. Accordingly, they
continue to adopt the going concern
basis of accounting in preparing the
Financial Statements.
Viability statement
Introduction
The business model and strategy of
Henry Boot PLC can be found on
pages 20 to 21 and 27 and 45 in the
Strategic Report. These documents
outline the long term business model
and are central to the understanding
of how the group operates. We have
operated the current business model
successfully since 2004 and have a
140-year unbroken trading history.
By their nature the group’s activities
tend to be very long term, especially
in the land promotion business
and increasingly within property
development. The group’s strategy
and experience in the markets in which
we operate has been built up over
many years. Over the last ten years,
the group has reported an average
profit before tax of £38.9m per annum,
added over £200m to net assets (an
increase of 91%) and paid 70.3p per
share in dividends, and at no stage in
the last economic downturn, between
2008 and 2010, nor during the CV-19
outbreak, between 2020 and 2021, did
the group make a trading loss.
The assessment processes
The group’s prospects are assessed
through a three-year forecasting
process led by the Board, Executive
Directors and the boards of the
individual subsidiaries. A detailed
three-year bottom up base case
budget is agreed for the current
financial year. This is then reforecast
each month throughout the financial
year within each business and
consolidated at a group level. As
a largely deal-driven business, it is
considered inappropriate to attempt to
prepare detailed bottom-up forecasts
over a longer-term period. Whilst our
strategic land promotion business
commenced 2026 with 9,024 plots
with planning permission which, at
a five-year average disposal rate of
3,088 plots would imply that we have
2.9 years of sales already in hand,
a property development pipeline
of over £1.4bn Gross Development
Value (GDV) to be delivered over a
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
65
period extending beyond five years
and c1,400 plots with some form
of planning in Stonebridge Homes
equating to a land supply of over
four years, it becomes difficult to
accurately forecast the timing of
transactions beyond year three.
We have stress tested our financial
results based on the downside
scenario modelled to December
2027, as described in the Going
Concern statement on page 65
followed by an assumed return to
planned levels of activity for year
three. Our modelling assumes that
deferred land sale debtors falling due
of c£33m as at 28 February 2026
will continue to be received during
the period either directly from the
debtors themselves or via the use
of our debt purchase facilities or
promissory notes which management
consider to be viable alternatives
facilitated by UK banks. These models
highlight that as economic conditions
worsen and construction activity,
developments and land sales do not
happen as envisaged, deferred land
sale receipts, reduced investment
and tight cost control sees the group
retain cash in the short to medium
term, although long term profitability
would be significantly lower if the
aforementioned mitigating actions
were required to preserve cash.
Find out more about how our principal
risks have informed the identification
of our material controls: Read about
our Board’s review process and
internal controls review on page 118
Assessment of viability
The long term strategy: the three-year
monthly forecasts reflect the Directors’
best estimates of the prospects for the
business and the Directors consider
a three-year period to be appropriate
over which to assess the viability of
the group. In addition to the downside
modelled, we have also reviewed
several potential viability risks to the
group and consider that the following
represent scenarios which, if not
carefully managed, could impact on
the group’s viability.
Firstly, overtrading developments in
progress with the attendant increase
in leverage, at the same time as the
property cycle turns down, asset
values are falling, and schemes must
be completed to create best value.
This creates a potentially damaging
scenario where debt is rising, and
asset values are falling. Mindful of this
scenario, we look to maintain prudent
debt levels, pre-let or pre-sell 65% of
the committed development pipeline
and secure development costs on
fixed price contracts. Secondly, a
decline in residential property markets
where margins decline due to a lack
of government support and planning
delays or rejections, compounded
by lower sales prices, higher build
costs and increased legislative costs.
Where possible the group mitigates
this risk by providing quality products
from healthy land banks (including
consented land) in prime locations.
Finally, a health and safety-related
breach that causes a fatality (or similar
serious outcome). We manage this
risk through a very robust health and
safety policy, zero tolerance towards
policy breaches and consider health
and safety at all of our company board
meetings. Our safety scores continue
to be well into the top quartile of the
UK construction industry and we
have achieved a very safe working
environment over the last 20 years.
Viability statement
Based on their assessment of
prospects and viability above, the
Directors confirm that they have a
reasonable expectation that the group
will be able to continue in operation
over the three-year viability period.
Our risks
continued
henryboot.co.uk66
67
Shareholder informationOverview Strategic report Governance Financial statements
Annual Report and Financial Statements for the year ended 31 December 2025
Report on the recommendations of the
Task Force on Climate-related Financial
Disclosures (TCFD)
An overview of our journey to adapt to climate change
Governance
We have a robust governance framework to oversee
and implement how we adapt to climate change.
• Board – Has ultimate authority, oversight, and
scrutiny of how we are decarbonising, mitigating
risk, and pivoting to seize opportunity.
• Board committees – The Responsible Business
Committee has oversight of our Responsible
Business Strategy. The Audit and Risk Committee
oversees how we manage and mitigate risks.
The Remuneration Committee oversees how we
link climate adaptation performance to executive
remuneration.
• ExCo – Our senior management team have
responsibility for implementation of the
decarbonisation strategy and climate change
adaptation.
• ESG Steering Group – formed of senior
management and tasked with reviewing ESG
related risks and opportunities and reporting
to ExCo.
• Climate Working Group – employee subject
matter body tasked with operational delivery of
the decarbonisation strategy.
Strategy
• Group commercial strategy and subsidiary
strategies detail how the business would adapt to
climate-related risks and opportunities, based on a
1.8°C and a 3.6°C scenario.
• Strategy is annually stress tested to ensure
resilience and responsiveness to the identified
risks and opportunities.
• Decarbonisation strategy forms part of the
Responsible Business Strategy and includes our
target to achieve NZC for direct GHG emissions
by 2030.
Risk
We routinely review and update our understanding
of our climate associated risks and plan mitigation
measures to address these.
Our risk categories are:
• Environmental
• Financial
• Supply chain
• Operational
We integrate management of these risks into our
robust risk management processes which includes:
• Scheme-level risk management
• Board risk review processes
• Annual climate change risk assessment process
• Internal audits
• Annual external verification
Metrics and Targets
We have a headline target to achieve NZC for
direct (Scope 1 and 2) emissions by 2030.
This headline target is supported by the
following 2030 sub-targets:
• 100% of fleet cars and vans to be electric.
• 20% reduction in business travel.
• 100% of generators to be replaced by
sustainable alternatives.
Whilst we have not yet published an indirect (Scope
3) emissions target, we have reviewed our baseline
and initial reduction measures. We are continuing to
develop plans to publish a Scope 3 reduction target
and action plan aligned to our new Responsible
Business Strategy.
henryboot.co.uk68
Compliance Statement
Over the course of 2025, Henry
Boot continued to implement the
recommendations of the TCFD, and
the accompanying guidance notes.
2025 saw a period of transition
in the business as we announced
the divestment of Henry Boot
Construction and the integration of
Stonebridge Homes. These significant
composition and operational
changes have required us to review
our approach to ensure that we are
effectively adapting our strategy to
climate change. For this reason, we
delayed further development of the
quantitative scenario planning to
enable these changes to be enacted
– at which point we will model our
risk exposure according to the chosen
scenario outcomes.
We are also aware of the evolution
to the UK’s climate reporting
framework and are preparing for
the future implementation of the UK
Sustainability Reporting Standards
(SRS). Reporting effectively
against this new framework will
require further development of our
climate reporting which we will
be undertaken throughout 2026.
To continue to provide our investors
with accurate and useful information
on how our business is adapting to
climate change, we are continuing to
report against the recommendations of
the TCFD here.
The table below sets out, in more
detail, where we have assessed
ourselves in relation to our level of
consistency with the recommendations
of the TCFD, and an explanation of the
steps yet to be taken where we are
not currently fully consistent. Where
we have indicated
‘full’
consistency
with the recommendations of the
TCFD, this means that we believe
we have achieved the minimum of
the recommendations set out, but,
nevertheless, acknowledge that there
will be further work to do to refine
and enhance this approach in coming
years.
‘Partial’
consistency indicates
that we have carried out some work
but are not yet fully consistent with the
recommendations. We are pleased that
all provisions are either fully or partially
compliant, with plans in place to
progress further in the short term. The
table also provides references to other
sections and the wider Annual Report
where further detail can be found.
Given that the industries represented
within our group include construction
and property development, we are
aware that we are classed as a
‘higher-
risk business’
and acknowledge that
we need to continuously develop
our level of disclosure to ensure
that it is increasingly thorough and
progressively advanced.
This will be an area of further
development for us over the course
of 2026 and beyond, as well as
involving appropriate levels of
external assurance to the risks and
opportunities we identify, the scenario
modelling work we undertake,
and the materiality of the financial
impacts those risks may present to
the business.
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
69
Assessment table
Provision
Consistency
level
Achieved
to date
Future
developments
More
information
Governance
Board oversight
of climate
related risks and
opportunities
F
As set out under
‘Governance’ below.
Further development of the Board
Sponsorship roles to provide
additional leadership expertise,
scrutiny, and visibility.
Further training and upskilling
sessions to be held with Responsible
Business Committee and ExCo
during 2026.
Internal subject matter experts
to routinely report to the Board
and ExCo to ensure the collective
understanding of operational
delivery is consistent, up to date
and scrutinised.
Page 74 below
Responsible
Business
Committee
Report, page 129
Governance
Structure, page
132
Risk Report page
78
Management’s
role in assessing
and managing
climate-related
risks and
opportunities
F
As set out under
‘Governance’ below.
Development of ExCo sponsorship
roles to provide additional
leadership, scrutiny, and visibility.
Increased amount of ESG updates
to subsidiary businesses and ExCo
planned for 2026.
Further training and upskilling
sessions to be held with ExCo and
other senior leaders within the
business during 2026.
Page 74 below
Responsible
Business
Committee
Report,
Management
roles on
committee and
groups page 132
Responsible
Business
Committee
Report,
governance
arrangements
page 133
Report on the recommendations of the
Task Force on Climate-related Financial
Disclosures (TCFD) continued
henryboot.co.uk70
Key:
F
Fully
consistent
P
Partially
consistent,
progress made
Provision
Consistency
level
Achieved
to date
Future
developments
More
information
Strategy
Climate-related
risks and
opportunities
identified over
the short,
medium, and
long term.
F
These have been identified
and are set out in the table
within this report below.
These will remain under review
on an annual basis in line with our
usual risk review process, with the
additional developments regarding
the risk review process that are
outlined below.
Risk Report page
78
Impact of
climate-related
risks and
opportunities on
the organisation’s
business,
strategy, and
financial planning
P
The overarching objective
of the Responsible Business
Strategy is to embed ESG
into the group’s commercial
decision-making processes
and operating procedures.
In 2025, our aligned strategic
framework gave clear direction
for how the commercial and
responsible business strategies
are to be co-delivered and
assessed. This incorporates
how we approach risk.
The 2025 Strategy Days
incorporated assessment
of climate-related risks and
opportunities and reflected
on how decarbonisation and
climate change adaptation will
be achieved over the medium
term via the next phase of the
Responsible Business Strategy.
Further work to be carried out to
implement the best approach to
scenario modelling.
Scoping of the remaining scenario
modelling work will take place
during 2026.
Page 77
Resilience of
the strategy,
taking into
consideration
different climate-
related scenarios
F
Scenario modelling work to
date is captured within the
scenario modelling section of
this report.
The 2025 Strategy Days
incorporated assessment
of climate-related risks and
opportunities into strategies
presented to provide
resilience, and reflected on
how decarbonisation and
climate change adaptation will
be achieved over the medium
term via the next phase of the
Responsible Business Strategy.
Qualitative scenario modelling work
is ongoing, and consideration will
turn next to quantitative scenario
modelling and how this could further
impact on strategic considerations
and further financial planning.
Scoping of the remaining scenario
modelling work will take place
during 2026.
Page 77
Risk Report page
78
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
71
Provision
Consistency
level
Achieved
to date
Future
developments
More
information
Risk
Processes for
identifying
and assessing
climate-related
risks
P
As set out in the
accompanying notes to the
table within this report.
Risks are assessed, once
identified, against a risk matrix
which reviews the likelihood
and severity against a number
of factors.
We will continue to deepen our
exploration of how these risks are
prioritised as against the other
principal risks identified, and our
assessment of their materiality, over
the course of 2026 and beyond.
Page 77
Processes
for managing
climate-related
risks
P
As set out in the table within
this report.
Qualitative scenario modelling
work relating to the risk identified
is ongoing and consideration will
turn next to quantitative scenario
modelling and how this could further
impact on strategic considerations
and further financial planning.
Page 78
How processes
for identifying,
assessing,
and managing
climate related
risks are
integrated into
the organisation’s
overall risk
management
F
The group undertakes an
annual review of its principal
risks as documented in
page 57 of this report. This
review which is undertaken
at a subsidiary level includes
consideration of the risks
and opportunities relating to
climate change. The financial
impact of the risks, is in
part, quantified in our NZC
transition workings, although is
not material to the business.
As part of the assessment
of the climate-related risks
and opportunities, the
management and/or mitigation
of each item identified sets out
the response, and a decision
to Treat, Tolerate, Terminate or
Transfer each relevant item.
We will continue to deepen our
exploration of how these risks are
prioritised as against the other
principal risks identified, and our
assessment of their materiality, over
the course of 2026 and beyond.
Principal Risks
page 57
Report on the recommendations of the
Task Force on Climate-related Financial
Disclosures (TCFD) continued
henryboot.co.uk72
Provision
Consistency
level
Achieved
to date
Future
developments
More
information
Metrics and targets
Metrics
used by the
organisation to
assess climate-
related risks and
opportunities
in line with its
strategy and risk
management
process
F
Metrics relating to GHG
emissions have been adopted
as part of overall Responsible
Business Strategy – see page
44 and, for further information,
see our separate Responsible
Business Strategy Report.
GHG emissions reduction
target supported by sub
targets focused on reduction
of business travel, fleet
electrification, sustainable
generator usage and reduction
of waste and water usage.
Remuneration targets on
GHG emissions have been
incorporated into the bonus
objectives for ExCo members
and also incorporated into LTIP
objectives for 2025 and 2026.
Scoping of the remaining scenario
modelling work will continue
into 2026.
Further work is being undertaken
to understand the impact that
these outcomes have on the
group’s responsible business and
commercial strategies and whether
this should alter any metrics
previously determined.
The next phase of the Responsible
Business Strategy will incorporate
the required cross industry, climate-
related metrics to adopt a fully
holistic approach to climate change
adaptation and align with the
forthcoming UK SRS.
Our integrated
Strategy page 27
Directors’
Remuneration
Report page 134
• Net Zero
Carbon
Framework at
henryboot.co.uk
Scope 1,
Scope 2, and,
if appropriate,
Scope 3 GHG
emissions, and
the related risks
P
Scope 1 and Scope 2 GHG
emissions are set out below.
Also find below a summary of
the work carried out to date
on assessing our Scope 3
GHG emissions.
The risks related to these have
not been fully quantified and will
be the subject of further review
and assessment.
Further work to be carried out to
review the baseline and target for
Scope 3 GHG emissions.
This work is continuing during 2026
as part of the development and
implementation of the next phase of
the Responsible Business Strategy.
Page 82
Our integrated
Strategy
page 27
Targets used by
the organisation
to manage
climate-related
risks and
opportunities
and performance
against targets
F
Targets relating to a number
of environmental factors
have been adopted as part of
overall Responsible Business
Strategy – see page 44 and,
for more information, see our
separate Responsible Business
Strategy Report.
Further work will be required
following the climate-related
scenario planning work to
understand the impact that
these outcomes have on the
group’s responsible business
and commercial strategies, and
whether this should alter any targets
previously determined.
Further work to be carried out to
review baseline and target for Scope
3 GHG emissions.
This work is continuing during 2026
as part of the development and
implementation of the next phase of
the Responsible Business Strategy.
Our integrated
Strategy
page 27
Key:
F
Fully
consistent
P
Partially
consistent,
progress made
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
73
Report on the recommendations of the
Task Force on Climate-related Financial
Disclosures (TCFD) continued
Our climate governance framework
Integrating decarbonisation and energy actions
across our key functions to meet our ultimate goal to
be NZC by 2050.
Board
ExCo
Climate Working Group
1
2
3
henryboot.co.uk74
Governance Bodies Roles
Board
Board:
• Responsible
Business
Committee
• Audit and Risk
Committee
• Remuneration
Committee
Has ultimate authority, oversight, and scrutiny of how
we are decarbonising, mitigating risk, and pivoting
to opportunity.
The Responsible Business Committee has oversight
of our Responsible Business Strategy. The Audit
and Risk Committee oversees how we manage and
mitigate risks. The Remuneration Committee oversees
how we link climate adaptation performance to
executive remuneration.
ExCo
ExCo:
• ESG
Steering Group
• Executive Sponsors
Our senior management team have responsibility for
implementation of the decarbonisation strategy and
climate change adaptation.
The ESG Steering Group (formed of senior
management) is tasked with reviewing ESG related risks
and opportunities and reporting to ExCo.
Executive sponsors are responsible for supporting and
overseeing the output of the Climate Working Group
and championing climate change adaptation within the
business and externally.
Climate
Working
Group
Climate
Working Group:
• Chair and
Vice-Chair
• Workstream leads
Employee subject matter body tasked with operational
delivery of the decarbonisation strategy.
The Chair is responsible for operational delivery and is
supported by the Vice-Chair who leads on reporting.
Workstream leads are tasked with overseeing
delivery of the component workstreams of our
decarbonisation strategy.
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
75
Report on the recommendations of the
Task Force on Climate-related Financial
Disclosures (TCFD) continued
Henry Boot has a comprehensive
governance structure incorporating
the Responsible Business Committee
of the Board, plus a number of
working groups, which is set out in
further detail above and on page
133 within the Responsible Business
Committee Report.
Through this structure, we can ensure
that necessary activities are delegated
to the appropriate groups to provide
the required focus to these areas, with
the Responsible Business Committee,
and ultimately the Board, maintaining
overall oversight and direction. The
Responsible Business Committee
receives regular reports regarding the
progress of achievement against all
ESG-related metrics and targets, and
these are also reviewed annually by
the Board.
In addition, page 132 of the
Responsible Business Committee
Report sets out the roles of various
senior managers within the business,
and their links to the various groups,
to outline how senior management
has the necessary oversight and
involvement with responsible business
delivery.
The Responsible Business Committee
ultimately provides Board-level
importance to all ESG-related
matters, including oversight of the
group’s Climate Change Framework,
and achievement of all ESG-related
targets within the Responsible
Business Strategy.
In addition, there are a number of other
measures in place to ensure the best
governance of all responsible business-
related activities:
• Reporting within the Strategy Days
assessed how the subsidiaries
assessed their climate related
risks and opportunities, based
on a 1.8 degree and a 3.6 degree
scenario, with detail about how the
strategies would respond in these
scenarios (details of which are set
out on pages 78 to 79). These two
scenarios align to scenarios 2 and
4 as described by the IPCC in their
most recent assessment report.
All strategies include wider ESG-
related objectives, and achievement
against previous ESG metrics
and targets.
• The Remuneration Committee has
oversight of the incorporation of
ESG-related metrics into executive
remuneration.
• Skills and experience in climate
issues forms appropriate part of
Non-executive Director recruitment
and are assessed in the Board
Skills Assessment.
• Climate-related risks and
opportunities forms part of
the annual risk management
procedures. Twice a year, the Audit
and Risk Committee reviews and
discusses the principal risks to the
business, including climate-related
risks (as captured in the table on
pages 78 to 79 below), to determine
whether they are appropriate and
sufficient, as informed by the views
of the subsidiary assessments.
In addition to this, at the annual
Strategy Days, climate-related risks
and opportunities, and their impact
on subsidiary strategies, were
reviewed by the Board and ExCo.
• Where individual schemes
and projects are brought for
approval as Matters Reserved
for the Board, the Board reports
relating to these also contain an
assessment of climate-related
impacts and mitigations, and
any environmental factors that
have been taken into account
when recommending a particular
course of action.
• The budgeting process accounts
for all ESG-related expenditure
required for the achievement of
Responsible Business Strategy.
In relation to the role of senior leaders
and managers within the organisation,
other measures are taken:
• ExCo members are responsible for
delivering against specific targets
calibrated to ensure each business
contributes to achievement of
climate-related goals and are
periodically updated about progress
against the Responsible Business
Strategy and annual Responsible
Business Plans.
• The ESG Steering Group
(comprising the Chief Executive
Officer, Chief Financial Officer,
Chief Operating Officer, People
Director and the Responsible
Business Manager) helps to
assess all ESG related issues
including climate issues, to
support the Board, and brings
leaders from across the
group together for a multi-
disciplinary approach. This
considers progress against the
Responsible Business Strategy
but also crosscutting issues
such as property environmental
performance and associated
objectives. The ESG Steering
Group assesses climate-related
risks and opportunities, both
directly associated with the
delivery of the Climate Change
Framework and more broadly
with regards to our key markets,
stakeholder expectations,
and compliance. It engages
the Managing Directors of
the subsidiary businesses to
assess their short-, medium-
and long term climate-related
risks (and mitigation measures)
and opportunities, which are
then incorporated into their
commercial strategy. It then
provides recommendations
or requests for input from
the Responsible Business
Committee, on measures such as
property improvements, energy-
saving initiatives or fuel usage,
and the impacts these can have
on GHG emissions, together
with any associated financial
outlay required.
• The Climate Working Group-
comprised of subsidiary
representatives and subject matter
experts, together with Board and
ExCo sponsors – implements
a number of initiatives relating
to climate change and provides
knowledge transfer and impact
on group strategies. This results
in recommendations to the ESG
Steering Group, and, ultimately, the
Responsible Business Committee,
on areas in which environmental
improvement activities can be made
and innovative measures initiated.
• Senior leaders within the business
have established a relationship with
the UK Green Building Council,
to provide insights specific to the
built environment.
henryboot.co.uk76
• The Chief Executive Officer
has ultimate oversight of
environmental performance and
achievements, which is reported
on to ExCo along with the Board
and disseminated down to other
senior management, and more
widely within the business, through
planned information releases and
interactions with subsidiaries and
ExCo. By chairing the ESG Steering
Group, the Chief Executive Officer
provides executive direction and
accountability for environmental
undertakings by the group and
provides recommendations to the
Responsible Business Committee,
as well as a steer to subsidiaries on
action they should be taking.
Risks and opportunities
and the risk management
process
A risk and opportunity assessment
has been delivered with ExCo and the
Board Committees to identify potential
risks and review the likelihood and
impact against a matrix that scores
the risks based on factors such as
financial, reputational, legal/regulatory
and operational. This focused on each
area of physical and transitional risk
identified as being pertinent to the
industries in which we operate. Once
completed, this was compiled into an
overall matrix of risk and opportunity,
which can be seen in the tables below.
As this exercise has been performed in
respect of each part of the business,
it has included assessment of risk by
sector (and geography to the extent
it is relevant). During 2025, we have
carried out further work with the
various subsidiary businesses to
review the risks and opportunities
identified and further develop the
strategy for whether these climate-
related risks should be mitigated,
transferred, accepted or controlled.
The review also focused on the
potential materiality of the financial
risks that may be posed, assessed
by reference to the two scenarios
that are identified within the table
below, and how this is modelled to
impact on strategic direction, as well
as the opportunities that each part
of the business should focus on in
developing their strategies. This was
then considered within the subsidiaries
for the Strategy Days in November
2025. A summary of the results of
this strategic review is set out under
‘Strategy’
below on page 81.
In relation to the time frames
considered for the risks and
opportunities identified below, the
group considers short term to be up
to 2030, medium term to be up to
2040, and long term to be up to 2050.
The financial commitments required
to address the short term risks are
embedded in the group’s short term
budget and five-year business plan.
For this reason, ‘short term’ relates
to our group for this period of more
certain financial planning. Due to the
nature of our business, property and
land schemes can often be in the
development or planning stages for
over ten years, and so this translates
into a ‘medium term’ timescale
being to 2040, when some of these
schemes may come to fruition. Very
few schemes would be currently in
development or planning beyond
that period, and so ‘long term’ for
our business means beyond the
foreseeable scope of our current
pipeline of opportunities.
We have taken this approach as
we recognise that the response to
climate change is evolving rapidly
and, while it is essential to deliver
cost projections for the investment
needed to tackle climate change, we
must maintain flexibility to adapt our
projections and approach to take into
account changes in the regulatory and
legislative landscape and the evolving
technological response and availability.
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
77
Risks
Low emissions scenario:
1.8°C warming
Transition
risk Potential financial impact 2030 2040 2050
Response Impact on strategy
In this scenario, the business is
exposed to significant transition risks,
including more stringent reporting,
regulation, and short-notice
legislative changes with requirements
to adopt new or alternative materials
and technologies that deliver low-
carbon, whole-life infrastructure
assets and buildings. It includes
associated supply chain impacts and
potential cost increases.
Technology Capital cost of replacing/upgrading plant and vehicles.
Subsidiaries affected – BP
A balanced transition to carbon-friendly plant and vehicles considering our
customer base, the group’s NZC targets and availability of technological
advancements. The group has assessed the cost of transitioning as part
of our NZC framework, including the transition of cabins, generators and
electrification of the fleet. These costs are included in the group’s five-year
business plan. We will look at scenario modelling the costs of transition in the
next 18 months.
Investment in plant and fleet, which addresses other challenges and cost
efficiencies (colder weather/frozen ground, ventilation, ground preparation
equipment) is factored into the strategy.
Financial Increase in supply chain costs as their transition costs
(including technological and legislative) are passed through
to main contractor/developer.
Subsidiaries affected – HBD and SBH
It remains difficult to predict the speed and consistency at which our
supply chain will transition due to market and political volatility. As a result,
the resulting increase in cost , and our ability to share the cost with our
customers, can also be difficult to predict. Our aim is to maintain healthy
margins on all developments by appropriately fixing costs and pricing
accordingly while also supporting the transition of our supply chain (through
sharing knowledge and resources) to a low-carbon economy.
Opportunities are to be assessed more thoroughly based on technology
and scheme profile.
Supply chain liaison undertaken to understand capability and offering to
support altered requirements as well as any higher risk materials/ supplies
to value engineer where possible.
Market Demand for sustainable assets rapidly increase/reduced
appetite for assets that do not meet sustainability criteria.
Subsidiaries affected – HBD, SBH and BP
We continue to invest in sustainable schemes and assets in line with our
targets and to position ourselves favourably in the market. The increasing
cost of switching to sustainable options will, in some cases, be passed to
customers or be embedded within initial appraisals. We also expect to
retain costs in some cases as a responsible business. Where this is the case,
provision is made in our budget and business plan.
Adjustments to plant and fleet procurement strategy are underway with
a short term focus on the utilisation of HVO, and a long term focus on
replacing diesel vehicles with electric or hydrogen equivalents where
possible. Investments in hydrogen or electric HGVs will be considered when
models become more widely available.
For development activity, increasing our knowledge of how to achieve
class-leading ESG outcomes for refurbishment or retrofit projects. HBD is
already increasing the number of developments that will achieve the highest
environmental standards and disposing of properties where high standards
cannot be achieved.
On homebuilding schemes, evaluations will include bid/no bid criteria
around site location/characteristics and allocation of risk with clients within
contracts, as well as customer capacity to cover increased costs.
Policy and Legal
Government legislation designed to reduce emissions (such as
the forthcoming SRS standards, emissions trading schemes/
carbon tax requirements, mandatory biodiversity net gain
delivery and the Future Homes Standard) changes specifications
and increases costs of schemes impacting viability.
Subsidiaries affected – HL, HBD and SBH
We closely monitor existing and emerging legislation such as the SRS and the
Future Homes Standard in advance of committing to a scheme. Appraisals
then fully embed additional legislative costs, which currently remain within
accepted targeted return levels.
Residential activity has adopted a follow strategy rather than lead position
so the most cost-effective and proven material and technology designs
can be utilised without incurring early adopter risk. Modern methods
of construction to be explored further rather than traditional build
methodology, where design adaptability can be more easily achieved, and
on-site, weather-related delays can be more easily mitigated.
Strategic land values reduce as housebuilders and developers
look to pass on additional building standards costs as well as
additional site planning and infrastructure cost requirements.
Subsidiaries affected – HL
Strategic land forecasts recognise potential decreases in profit per plot,
although we will look to begin modelling the full financial impact.
Viability of ongoing projects remains under constant scrutiny to understand
the impact on profit per plot of evolving climate change requirements in
order that S106 obligations can be appropriately negotiated, infrastructure
provision phased, and, where necessary, viability assessments mounted
at the application stage to assist in the maintenance of profit per plot.
We have also increased the volume of plots sold per year which supports
offsetting any erosion of profit per plot.
Emerging policies are to be monitored, so as to ‘future-proof’ longer-term
schemes against changing and increasing environmental requirements, and
any impacts on sites not yet within the portfolio.
High emissions scenario:
3.6°C warming Physical risk Potential financial impact 2030 2040 2050
Response Impact on strategy
In this scenario, the business is
exposed to significant physical risks,
both acute and chronic, including
exposure to flooding, strong winds
and heat stress resulting in damage
to assets, prolonged project delivery
timescales, and more onerous
whole-of-life obligations on buildings
and assets to ensure materials can
withstand temperature extremes.
Extreme
weather
conditions –
precipitation,
flood, wind.
Delayed build programmes due to extreme weather events,
leading to additional risk/costs. Ground or site conditions/
location is affected by climate events which means that they
are no longer viable for their intended use.
Subsidiaries affected –SBH, HL and HBD
Current scheme appraisals make allowance for delays, and contractual
protections are used where possible. We, therefore, do not expect any
material short term financial losses. In the longer term, where the group is
unable to contractually mitigate the risk, it could result in margin erosion on
schemes, although we do not foresee this resulting in scheme losses due to
the healthy margins currently achieved.
Ongoing viability pressures will increase and will continue to be
appropriately monitored and mitigated against, through appraisals,
supply chain and customer liquidity checks, and appropriate contractual
mechanisms.
Heat stress Design criteria evolved to combat overheating. Construction
site conditions and practices will need to ensure worker health
and safety and wellbeing.
Subsidiaries affected –SBH and HBD
The group remains mindful to develop sustainable assets and of the health
and wellbeing impact on our people. While we do not anticipate significant
risk, any associated costs will inevitably be passed on to the end user.
On construction schemes, evaluations will continue to include more
sophisticated bid/no bid and appraisal criteria around site location,
characteristics and allocation of risk with clients within contracts, and
customer capacity to cover increased costs.
Flooding Already a key requirement of planning process. Increased
number of flood plains in future may reduce land values.
Subsidiaries affected – HL, SBH and HBD
Flood assessments are considered on all schemes with a particular focus on
strategic land, which can be held for longer durations. We carry out routine
flood risk assessments to maintain an accurate understanding of the risks
posed to our landbank and schemes under development.
In the long term, we could experience a reduction in the volume of suitable
land available leading to reduced margins or the impairment of land values
where flooding becomes more prevalent. This is mitigated in the medium
term by the suitable strategic land bank we hold in prime locations. We will
look to begin modelling the financial impact.
Land appraisals will be ever-more focused on the optimum size and
location of the site, which should be promoted, mindful of maximising
profit when set against the environmental agenda and the emerging need
to accommodate biodiversity and flood measures on site.
Report on the recommendations of the
Task Force on Climate-related Financial
Disclosures (TCFD) continued
henryboot.co.uk78
Unmitigated Risk:
Significant risk
Elevated risk
Low risk
Subsidiary:
HBC Henry Boot Construction BP Banner Plant
HL Hallam Land SBH Stonebridge Homes
HBD Henry Boot Developments
Risks
Low emissions scenario:
1.8°C warming
Transition
risk Potential financial impact 2030 2040 2050
Response Impact on strategy
In this scenario, the business is
exposed to significant transition risks,
including more stringent reporting,
regulation, and short-notice
legislative changes with requirements
to adopt new or alternative materials
and technologies that deliver low-
carbon, whole-life infrastructure
assets and buildings. It includes
associated supply chain impacts and
potential cost increases.
Technology Capital cost of replacing/upgrading plant and vehicles.
Subsidiaries affected – BP
A balanced transition to carbon-friendly plant and vehicles considering our
customer base, the group’s NZC targets and availability of technological
advancements. The group has assessed the cost of transitioning as part
of our NZC framework, including the transition of cabins, generators and
electrification of the fleet. These costs are included in the group’s five-year
business plan. We will look at scenario modelling the costs of transition in the
next 18 months.
Investment in plant and fleet, which addresses other challenges and cost
efficiencies (colder weather/frozen ground, ventilation, ground preparation
equipment) is factored into the strategy.
Financial Increase in supply chain costs as their transition costs
(including technological and legislative) are passed through
to main contractor/developer.
Subsidiaries affected – HBD and SBH
It remains difficult to predict the speed and consistency at which our
supply chain will transition due to market and political volatility. As a result,
the resulting increase in cost , and our ability to share the cost with our
customers, can also be difficult to predict. Our aim is to maintain healthy
margins on all developments by appropriately fixing costs and pricing
accordingly while also supporting the transition of our supply chain (through
sharing knowledge and resources) to a low-carbon economy.
Opportunities are to be assessed more thoroughly based on technology
and scheme profile.
Supply chain liaison undertaken to understand capability and offering to
support altered requirements as well as any higher risk materials/ supplies
to value engineer where possible.
Market Demand for sustainable assets rapidly increase/reduced
appetite for assets that do not meet sustainability criteria.
Subsidiaries affected – HBD, SBH and BP
We continue to invest in sustainable schemes and assets in line with our
targets and to position ourselves favourably in the market. The increasing
cost of switching to sustainable options will, in some cases, be passed to
customers or be embedded within initial appraisals. We also expect to
retain costs in some cases as a responsible business. Where this is the case,
provision is made in our budget and business plan.
Adjustments to plant and fleet procurement strategy are underway with
a short term focus on the utilisation of HVO, and a long term focus on
replacing diesel vehicles with electric or hydrogen equivalents where
possible. Investments in hydrogen or electric HGVs will be considered when
models become more widely available.
For development activity, increasing our knowledge of how to achieve
class-leading ESG outcomes for refurbishment or retrofit projects. HBD is
already increasing the number of developments that will achieve the highest
environmental standards and disposing of properties where high standards
cannot be achieved.
On homebuilding schemes, evaluations will include bid/no bid criteria
around site location/characteristics and allocation of risk with clients within
contracts, as well as customer capacity to cover increased costs.
Policy and Legal
Government legislation designed to reduce emissions (such as
the forthcoming SRS standards, emissions trading schemes/
carbon tax requirements, mandatory biodiversity net gain
delivery and the Future Homes Standard) changes specifications
and increases costs of schemes impacting viability.
Subsidiaries affected – HL, HBD and SBH
We closely monitor existing and emerging legislation such as the SRS and the
Future Homes Standard in advance of committing to a scheme. Appraisals
then fully embed additional legislative costs, which currently remain within
accepted targeted return levels.
Residential activity has adopted a follow strategy rather than lead position
so the most cost-effective and proven material and technology designs
can be utilised without incurring early adopter risk. Modern methods
of construction to be explored further rather than traditional build
methodology, where design adaptability can be more easily achieved, and
on-site, weather-related delays can be more easily mitigated.
Strategic land values reduce as housebuilders and developers
look to pass on additional building standards costs as well as
additional site planning and infrastructure cost requirements.
Subsidiaries affected – HL
Strategic land forecasts recognise potential decreases in profit per plot,
although we will look to begin modelling the full financial impact.
Viability of ongoing projects remains under constant scrutiny to understand
the impact on profit per plot of evolving climate change requirements in
order that S106 obligations can be appropriately negotiated, infrastructure
provision phased, and, where necessary, viability assessments mounted
at the application stage to assist in the maintenance of profit per plot.
We have also increased the volume of plots sold per year which supports
offsetting any erosion of profit per plot.
Emerging policies are to be monitored, so as to ‘future-proof’ longer-term
schemes against changing and increasing environmental requirements, and
any impacts on sites not yet within the portfolio.
High emissions scenario:
3.6°C warming Physical risk Potential financial impact 2030 2040 2050
Response Impact on strategy
In this scenario, the business is
exposed to significant physical risks,
both acute and chronic, including
exposure to flooding, strong winds
and heat stress resulting in damage
to assets, prolonged project delivery
timescales, and more onerous
whole-of-life obligations on buildings
and assets to ensure materials can
withstand temperature extremes.
Extreme
weather
conditions –
precipitation,
flood, wind.
Delayed build programmes due to extreme weather events,
leading to additional risk/costs. Ground or site conditions/
location is affected by climate events which means that they
are no longer viable for their intended use.
Subsidiaries affected –SBH, HL and HBD
Current scheme appraisals make allowance for delays, and contractual
protections are used where possible. We, therefore, do not expect any
material short term financial losses. In the longer term, where the group is
unable to contractually mitigate the risk, it could result in margin erosion on
schemes, although we do not foresee this resulting in scheme losses due to
the healthy margins currently achieved.
Ongoing viability pressures will increase and will continue to be
appropriately monitored and mitigated against, through appraisals,
supply chain and customer liquidity checks, and appropriate contractual
mechanisms.
Heat stress Design criteria evolved to combat overheating. Construction
site conditions and practices will need to ensure worker health
and safety and wellbeing.
Subsidiaries affected –SBH and HBD
The group remains mindful to develop sustainable assets and of the health
and wellbeing impact on our people. While we do not anticipate significant
risk, any associated costs will inevitably be passed on to the end user.
On construction schemes, evaluations will continue to include more
sophisticated bid/no bid and appraisal criteria around site location,
characteristics and allocation of risk with clients within contracts, and
customer capacity to cover increased costs.
Flooding Already a key requirement of planning process. Increased
number of flood plains in future may reduce land values.
Subsidiaries affected – HL, SBH and HBD
Flood assessments are considered on all schemes with a particular focus on
strategic land, which can be held for longer durations. We carry out routine
flood risk assessments to maintain an accurate understanding of the risks
posed to our landbank and schemes under development.
In the long term, we could experience a reduction in the volume of suitable
land available leading to reduced margins or the impairment of land values
where flooding becomes more prevalent. This is mitigated in the medium
term by the suitable strategic land bank we hold in prime locations. We will
look to begin modelling the financial impact.
Land appraisals will be ever-more focused on the optimum size and
location of the site, which should be promoted, mindful of maximising
profit when set against the environmental agenda and the emerging need
to accommodate biodiversity and flood measures on site.
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
79
Report on the recommendations of the
Task Force on Climate-related Financial
Disclosures (TCFD) continued
We also continue to consider lesser risks, which, if they were to increase in either likelihood or impact, would be elevated to
primary risks. These include:
• the cost of investing in new technology to monitor our environmental impact;
• cost of capital;
• the valuation impact of environmental factors on investment property;
• the ability to attract and retain a talented workforce who are committed to climate change adaptation and have the right
skillset to deliver it; and
• an increase in insurance costs and reduced availability.
Opportunities
In addition to the opportunities presented through the adaptation of our strategies as set out in the table above, a summary of
the principal overarching opportunities we have identified is set out below.
Opportunities Description Response
Resources Recruitment of modern and progressive
workforce
The group’s delivery on ESG matters, and in particular climate
change, has already impacted the recruitment process with
candidates often reflecting on this as a reason they join Henry Boot.
We will increasingly engage future talent to ensure that learners are
aware of our approach and have the skillsets we may require in the
future as we adapt to climate change.
Financial Availability and cost of capital to
the group
We routinely discuss potential targets and environmental
expectations with our funders
Market Green credentials support tendering
opportunities
Diversified offerings to customers (green
products, retrofitting, redevelopment)
Increased premium on products
Access to new markets
Environmental credentials and reporting have supported numerous
bids in the year, in particular our position on public sector framework
contracts in the construction segment.
We adhere to the market expectation of excellent environmental
standards in our key property development markets.
In residential development, we adopt a ‘follow’ approach to ensure
that we can offer our customers excellent environmental standards
that remain viable in the price categories of our house types.
Climate change opens up potential new markets which we routinely
explore and assess.
Energy source
and usage
Ability to attract occupiers
Lower operating costs
The group has delivered and is progressing developments that are
operationally net zero and BREEAM excellent. This opportunity
will be progressed as we recycle and develop assets, including
the group’s investment property, enabling us to appeal to a
diverse range of occupiers through increased standards and cost
efficiencies.
Innovation and
resilience
Digital transformation As a group we continue to invest heavily in digital transformation and
systems as we believe this will support efficiency and effectiveness
as the group grows. This is an ongoing opportunity with key system
upgrades currently in process.
henryboot.co.uk80
Strategy
Our commercial strategy positions us to adapt and thrive in a time of changing climate whilst our Responsible
Business Strategy explains how we will achieve this and details our ambitions to decarbonise and holistically adapt.
At the Strategy Days held in
November 2025, each of the main
subsidiary businesses detailed how
their strategies considered both the
group’s and their own climate-related
risks and opportunities, based on a
1.8 degree and a 3.6 degree scenario.
This included details about how their
particular strategies had responded in
these scenarios to ensure resilience,
both in terms of mitigation and in
order to benefit from opportunities
presented.
The 1.8°C and 3.6°C scenarios have
been selected as being the most
appropriate in the absence of our
quantitative scenario modelling having
being completed; representing as they
do a more probable scenario and then
a less probable but more extreme and
catastrophic outcome. By carrying out
this exercise, each of the subsidiary
businesses has ensured that the
resilience of its respective strategies
has been improved by modelling the
impacts of the identified risks and
opportunities within their plans. It
ensures that products and services are
fit for purpose, and any anticipated
trends have been catered for when
thinking about the longer-term future
of the various businesses.
The group now considers each of
these strategies to have incorporated
the necessary resilience to the two
different climate scenarios. We also
recognise the importance of our
approach on environmental issues
to future talent acquisition and
monitor any impact this is having
on our recruitment activities. When
quantitative scenario modelling is
concluded, and a more detailed set
of assumptions and trends can be
explained regarding the scenarios
considered, this will be included within
the relevant disclosures.
2019
Our baseline year
for GHG emissions
reporting
2022
Phase 2 Responsible
Business Strategy
published including
our 2030 NZC
target.
2025
Phase 2
Responsible
Business Strategy
concludes. Direct
GHG emissions
reduced by 40%
2026
Phase 3 of
Responsible
Business Strategy
to be published
including updated
decarbonisation
trajectory and
overview of climate
transition plan.
2030
Target to achieve
NZC for direct
emissions.
2050
Aspiration to be a
fully NZC business
for direct and
indirect emissions.
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
81
Report on the recommendations of the
Task Force on Climate-related Financial
Disclosures (TCFD) continued
Metrics and targets
The metrics we currently set relate predominantly to GHG emissions, though we are conscious that additional metrics may be
required in relation to climate-related risks and opportunities, capital deployment, internal carbon pricing and remuneration.
We have a target to reach NZC for all direct (Scope 1 and 2) GHG emissions by 2030. In achieving this target, we are aiming
to decarbonise operational emissions, and adapt our properties, processes, and engage our workforce to influence behaviour
change. Our Decarbonisation Trajectory (see below) plots our projected path to achieve decarbonisation.
2019 2020 2021 2022 2023 2024 2025 2030
Total direct emissions –
Scope 1 and 2 (tonnes of CO
2
e) 3,313 2,562 2,706 2,930 2,833 2,989 2,002
Carbon reduction plan total direct emissions
– Scope 1 and 2 (tonnes of CO
2
e) 3,313 3,204 3,095 2,985 2,875 2,765 2,653 1,392
Total emissions (tonnes of CO
2
e) 4,404 3,357 3,654 3,958 3,897 3,983 2,724
Total energy consumed –
Scopes 1, 2 and 3 (MWh) n/a 11,551 12,600 13,647 13,636 14,586 10,692
In 2020/21, we worked with external
consultants to establish a carbon-
reduction trajectory. From a 2019
baseline, reductions were forecast
in alignment with the NZC strategy,
which included fleet electrification,
generator replacement and retrofitting
of controlled sites, among other
activities.
The trajectory forecasts a reduction
in direct emissions to 2,653 tonnes
by 2025 and to 1,392 tonnes by 2030.
Our 2025 direct GHG emissions were
2,002 tonnes (a 40% reduction on our
2019 baseline) and we are pleased
to have exceeded our medium-term
reduction target.
In 2025, we began work with Nature
Positive (part of the RSK Group)
to re-align our decarbonisation
trajectory to take account of progress
to date and the divestment of Henry
Boot Construction. The updated
decarbonisation trajectory will be
published in 2026 and maintains our
commitment to achieve NZC for
direct emissions by 2030. Whilst our
approach to decarbonisation may
evolve due to changes in legislation
and technology, we are confident that
our target can be achieved.
After a successful trial, we have
continued to implement the use of
HVO for our fleet and HBC’s site-based
requirements which has led to material
emission savings. We are currently
reviewing further opportunities to
scale up the use of HVO. We are,
however, cognisant that using HVO,
whilst a good approach to reduce
GHG emissions in the short term, is
not a long term sustainable option.
We ensure the HVO we use is sourced
credibly and is compliant with relevant
accreditation. We also continue to
review and research alternative longer-
term technologies and solutions to
reduce the emissions impact of our
fleet and site-based requirements.
In addition to our direct emissions,
we are committed to reducing our
indirect GHG emissions (Scope 3).
In 2024, we undertook a project
to analyse our indirect emissions
ahead of establishing a reduction
target and action plan. The setting
of this target will require significant
collaboration with our people, supply
chain and customers to ensure we
take a collaborative approach to
reaching NZC and will be an activity
that is being considered as part of the
development and launch of the next
phase of our Responsible Business
Strategy in 2026. Scope 3 emissions
reported on by the group within total
energy consumed include transmission
and distribution losses from electricity,
well-to-tank emissions from all fuels
and employee transport.
In addition to our decarbonisation
targets, we have also established
a range of additional targets (see
our Responsible Business Strategy
Progress Report for further
information) focused on the reduction
of waste, water and plastic usage and
creation. Utilising circular economy
principles, we seek to expand on
our strong existing performance to
implement commercial processes that
utilise resources and avoid creating
waste. We are also committed to
implementing nature stewardship
1000
1500
2000
2500
3000
3500
3025242322212019
Tonnes (k CO
2
e)
GHG emissions forecast
GHG emissions actual
henryboot.co.uk82
into our commercial delivery and to
innovate and work with key partners
to enhance natural habitats and
ecosystems in the environments in
which we work.
This holistic approach to tackling
the impacts of climate change will
support our business to adapt to the
evolving framework of regulation
and stakeholder expectations, and
to protect natural capital and reduce
environmental damage.
Our direct and indirect operational
carbon emissions are shown in the
tables below. These sources fall within
our consolidated financial statements.
We do not have responsibility for any
emission sources that are not included
in our financial statements.
When compared to 2019 pre-
COVID-19 levels the group has
reduced direct GHG emissions by
40%; this equates to a decrease of 1.9
tonnes per employee.
Our current evaluation (conducted
in conjunction with the Carbon
Trust) is that our material Scope 3
emission categories will be categories
1a (purchased goods and services
(product)), 11a (use of sold products
(direct)) and 13 (downstream leased
assets). Further development of our
understanding of our material Scope 3
emission categories will be undertaken
as part of the development of Phase 3
of our Responsible Business Strategy,
in which we anticipate setting our
Scope 3 baselines and reduction
targets. We plan to report on our Scope 3 reduction target and pathway, as well as report on material emissions categories, in
alignment with the forthcoming UK SRS.
Non-financial and sustainability information
The following table sets out where stakeholders can find relevant non-financial and sustainability information within
this Annual Report, further to the Financial Reporting Directive requirements contained in sections 414CA and 414CB of
the Companies Act 2006. Where possible, it also states where additional information can be found that supports these
requirements.
Reporting requirement
Relevant Henry Boot
policies and procedures
Where to read more
in this report Page(s)
Business model Business Model 20-21
Principal risks and impact
of business activity
Risks and Uncertainties
Audit and Risk Committee Report
57-66
116-120
Non-financial KPIs Strategy
Key Performance Indicators
27-45
30-32
Employee information Board Diversity Policy and Board
Stakeholder Policy
Nomination Committee Report
Our People
Section 172 statement
Employee engagement
124-128
35-39
85-89
106-107
Human rights Modern Slavery Statement and
Policy, Rights to Work Policy, and
Whistleblowing Policy
Our People 39
Social matters Board Stakeholder Policy Section 172 statement 85-89
Anti-bribery and
corruption
Anti-Bribery and Corruption Policy Our People 39
Environmental matters Board Stakeholder Policy and Climate
Change Framework
Our Planet
TCFD
Section 172 statement
44-45
68-84
85-89
Climate-related Financial
Disclosures
Climate-related Financial Disclosures TCFD 68-84
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
83
Report on the recommendations of the Task
Force on Climate-related Financial Disclosures
(TCFD) continued
Henry Boot group CO
2
footprint by source
Henry Boot group CO
2
e emissions
2025
Tonnes
2024
Tonnes Trend
Scope 1: Combustion of fuel and operation of facilities (Location based) 1,782 2,564
Combustion of fuel and operation of facilities (Market based) 1,782 2,564
Scope 2: Electricity, heat, steam and cooling purchased for own use
(Location based) 220 425
Electricity, heat, steam and cooling purchased for own use (Market based) 32 131
Total direct emissions 2,002 2,989
Total direct emissions per employee
1
3.9 tonnes CO
2
e 5.6 tonnes CO
2
e
Scope 3: Upstream and downstream indirect emissions (Location based)
2
722 994
Upstream and downstream indirect emissions (Market based) 722 931
Total emissions (Location based) 2,724 3,983
Total emissions per employee
1,3
5.3 tonnes CO
2
e 7.4 tonnes CO
2
e
1
Employee numbers are based on the monthly average for the year.
2
Scope 3 includes transmission and distribution losses from electricity, well to tank emissions from all fuels and employee transport.
3
100% of emissions and energy consumed are within the UK and offshore area.
4
Out of scope emissions in relation to HVO used in the year amounts to 222 tCO
2
e (2024: 52 tCO
2
e).
Carbon emissions by segment
Henry Boot group energy usage
2025
mwh
2024
mwh Trend
Total energy consumed (Scopes 1, 2 and 3) 10,692 14,586
Henry Boot group CO
2
e
emissions
2025 tonnes
of CO
2
2025
intensity
ratio tonnes
of CO
2
e
2024 tonnes
of CO
2
e
(restated for
SBH)
2024
intensity
ratio tonnes
of CO
2
e
(restated for
SBH) Intensity basis
Trend of
intensity
Property investment and
development 88 4.79 339 10.94
per 1,000 sq ft of
investment property
with communal areas
Home building 822 4.44 886 3.28 per plots sold
Land development 28 0.64 33 0.83 per employee
Construction 1,761 20.40 2,687 33.42 per £1m of turnover
Group overheads 25 0.26 38 0.40 per employee
Total gross controlled emissions 2,724 3,983
Our carbon emissions for the year ended
31 December 2025 were calculated
using the GHG Protocol Corporate
Accounting and Reporting Standard,
which provides requirements and
guidance for companies calculating their
GHG emissions and in accordance with
the March 2019 BEIS ‘Environmental
Reporting Guidelines: Including
streamlined energy and carbon reporting
guidance’ and the EMA methodology for
SECR Reporting.
Our direct and indirect operational
carbon emissions are shown in the tables
above. These sources fall within our
consolidated financial statements. We do
not have responsibility for any emission
sources that are not included in our
financial statements.
henryboot.co.uk84
Section 172 statement and stakeholder
engagement strategy
Introduction
Our Board and its committees remain
committed to taking a balanced and
well-informed approach to decision-
making, recognising the importance
of considering the interests and
perspectives of the company’s
stakeholders. While stakeholders’
interests may not always align, the
Board believes it important for all
issues to be considered and seeks
to remain mindful of the broader
implications of its decisions on
stakeholders and the long term
sustainability of the business.
Since adopting our Board Stakeholder
Policy in 2019, the Board has continued
to refine how stakeholder insight is
incorporated into its discussions,
encouraging ongoing reflection on
how best to understand stakeholder
priorities, and bring these into the
boardroom. The Board also recognises
that maintaining a responsible
culture is vital to the company’s long
term success and that our purpose,
vision and values should drive
decision-making.
Set out below are some of the ways
in which the Board seeks to take
account of stakeholder interests and
wider considerations when making
decisions. Within this report, we also
set out a case study, highlighting
a significant decision taken during
2025, and how the Board considered
a range of factors under s.172 to shape
its approach.
Our stakeholders
Our key stakeholder groups were first
identified during the development
of the Henry Boot Way in 2017, and
have been reviewed regularly since.
As part of the wider refresh of our
purpose, vision, and values in 2024, the
Board carried out another engagement
exercise to reassess these groups and
consider whether any new groups
should be recognised. Following
this review, the Board concluded
that the existing stakeholder groups
remain relevant.
Board stakeholder
engagement strategy
The Board Stakeholder Policy,
reviewed annually, sets out current
engagement with the group’s key
stakeholders and prompts discussion
as to whether a different approach is
needed as the business and strategy
evolve. This disclosure only references
Board-specific engagements, rather
than the broader engagement activity
undertaken by management and
operational teams.
For more details on how the Board
engages with employees, see page 106
Board information
• Our Board and senior leaders regularly engage with stakeholders as described on page 85
• Board papers on Reserved Matters include consideration of stakeholder interests and views
• Peter Mawson’s role as designated Board liaison with the Group Employee Forum
ensures that the Board considers the views of, and impacts on, the workforce of various decisions
• Leadership and management receive training on Directors’ duties
to maintain awareness of the Board’s responsibilities under s.172
Long term strategic considerations
• The Board reflects on the Responsible Business Strategy and whether the
outcome of its decisions support and contribute to the agreed targets
• The Board remains mindful of the company’s corporate objectives and KPIs, which
are discussed regularly, and have a wholesale review at each annual set of Strategy Days
• Papers seeking Board approval are required to explain how the matter aligns with the company’s
long term strategy; any items that deviate from the strategy are given additional scrutiny
Decision making
• The company’s culture is a core consideration when making decisions. The Board reflects on whether the action
aligns with our culture and our values, and how culture is embedded within our activities – see more on page 108
• Actions directly brought about as a result of Board engagement –
some examples are set out in the Employee Engagement section on page 106
• Where appropriate, outcomes of decisions are reassessed, and further engagement and dialogue is undertaken
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
85
Stakeholder
Why is it important
for the Board to
engage? How the Board engaged during the year Outcome of engagement
Shareholders
Dialogue with
shareholders is vital
in shaping the Board’s
approach to strategy
capital allocation,
and returns.
• Board attendance at the AGM, followed
by an informal lunch with shareholders
• The CEO and CFO lead ongoing
engagement with institutional
shareholders through results
presentations, roadshows and ad hoc
meetings. Feedback is shared with the
Board outlining key themes, and actions
for future engagement are agreed
• Regular meetings are held with significant
family or individual shareholders either by
the Chair, CEO or CFO. Key issues are fed
back to the Board
• Non-executive Director, James Sykes,
provides insight from family shareholders
during Board discussions on matters
such as the dividend policy, strategy and
gearing preferences
• The Board also receives in person updates
from the brokers on an annual basis and
discusses the engagement strategy. A
brokers’ report is discussed at every
meeting including notable share register
movements
• Consistent feedback from
shareholders was that the
group was perceived to be
overly complex and that they
would welcome a simplification
of the equity narrative. This
view was considered during
the discussions to divest
Henry Boot Construction from
the group
• Shareholders had asked for
increased communications
on significant operational
developments. This led to
an increase in RNS Reach
announcements from 4 in 2023
to 14 in 2025
• Shareholder presentations were
adapted to provide information
specifically requested by
shareholders e.g. the hidden
value within Hallam Land
Employees
Our people are
fundamental to
the delivery of our
strategy and the
group’s long term
success
• The Board held a meeting with the Group
Employee Forum (GEF) in September
to discuss topical matters, employee
sentiment and what the forum had
achieved in 2025
• Every Board member individually has
conducted site visits, attended subsidiary
board meetings or held 1:1 meetings with
members of the workforce throughout the
year to understand workforce views and
understand challenges relevant to them or
their role
• The Board reviewed the outcomes of
the employee engagement survey in
December 2025, analysing key themes
and trends within the group as a whole
and also within each business
• Further examples of workforce
engagement are shown on page 106
• The Board tasked management
with certain actions off the
back of the employment survey
results, including undertaking
regular pulse surveys to
understand the mood within
the businesses allowing them to
react in a more agile way
• Having listened to feedback
from the workforce on other
recent software and process
implementations, the Board
emphasised to management
the importance of preparing
the workforce for the cultural
change that D365 would
present through a programme
of considered communication
and training
• The Board asked that the GEF
attend the briefings to the
workforce on the sale of Henry
Boot Construction
Customers
Long-standing
customer relationships
and high quality
service underpin the
group’s reputation and
performance
• A report on customer insights was
discussed with the Board including
specific feedback from customers for
each business
• A Stonebridge Homes customer (also
a shareholder) shared some concerns
directly with the CEO during the AGM
lunch in May
• Following the feedback from
the customer at the AGM, the
CEO followed up his issues
personally, including visiting him
at his new home
• As discussed on page 111, the
Board is going to increase
its focus on customers
during 2026, particularly for
Stonebridge Homes
Section 172 statement and stakeholder
engagement strategy continued
henryboot.co.uk86
Stakeholder
Why is it important
for the Board to
engage? How the Board engaged during the year Outcome of engagement
Pensioners
As former
employees of the
business, pensioner
engagement ensures
we maintain focus
on our investment
outcomes and returns
• The Board considers whether there are
any notifiable events to report to the
pensions regulator at every meeting
• Regular governance reports are shared
with the Board to provide an overview of
the scheme and its performance
• Other pension matters are brought to the
Board for approval as required by the CFO
including the triennial valuation and ad
hoc Trustee requests
• The Board considered a request
from the Trustee in December
2025 to award discretionary
increases for certain members.
The request was considered but
not awarded due to competing
capital allocation priorities for
the group
Suppliers
Strong supplier
relationships support
delivery, safety
and quality
• Supplier performance and relationships
are monitored through H&S reporting and
operational updates from the CEO and
businesses
• Major projects requiring Board approval
include discussions on key suppliers and
associated risks to project delivery
• The Board approves the modern slavery
statement annually which seeks to combat
any potential slavery and trafficking
activities within our supply chain
• Where H&S performance is
below target level, the Board
encourages follow up training
with the workforce and
suppliers and has requested
specific feedback from the
H&S manager be included in
Board reports to outline what
restorative actions will be taken
Communities
Being a responsible
business is a core
part of our vision
and values. We want
to create impactful
social value for the
communities we work
alongside
• In July, the Board met with the senior
leadership team from BITC to discuss
placemaking and social value. They also
met with Crisis, our charity partners, to
host an event on what the property sector
can do to support the Homelessness
Alliance
• The Board met with the group’s
Community Investment Committee to
discuss their priorities and strategy for
allocating funds
• Tim Roberts chairs the Sheffield Pride
of Place Board established by BITC with
the aim of focusing efforts on Sheffield’s
community priorities
• Reports for major projects requiring Board
approval contain sections on community
consideration and engagement such
as the development of additional
infrastructure such as schools and parks
• This engagement has helped
the Responsible Business
Committee and Board to
develop a new Responsible
Business Strategy which
includes priorities across our
material issues
• You can read more about our
Responsible Business Strategy
and targets on page 34
Environment
We are committed to
being a responsible
business in the
environments we
work in through
achieving NZC,
reducing waste and
protecting nature
• Reports for major projects requiring
Board approval contain sections on the
environment such as biodiversity net
gain targets and the provision of onsite
power supply
• The Board, through the Responsible
Business Committee, receives updates
from the Climate Working Group on the
Climate Change Framework and projects
driving the journey to being fully NZC
• The Board, through the Responsible
Business and Audit and Risk Committees,
reviews the TCFD reporting and debates
the climate-related risks and opportunities
• The Board’s understanding of
environmental issues has helped
inform the new Responsible
Business Strategy with targets
agreed for achieving our NZC
ambitions, reducing waste and
resource use, and protecting
natural habitats and biodiversity
• You can read more about our
Responsible Business Strategy
and targets on page 34
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
87
Stakeholder
Why is it important
for the Board to
engage? How the Board engaged during the year Outcome of engagement
National/Local
Media
To promote the Henry
Boot brand and
manage its reputation
• Tim Roberts has regular meetings with our
PR agency and has undertaken interviews
with various media outlets
• Relevant updates are provided to the
Board as part of the CEO Report
• Engagement is largely
conducted at management
level and is only escalated to
direct Board engagement where
necessary. There are no specific
outcomes to report for 2025
Regulators
To build a two-way
dialogue and influence
potential decisions
that may affect
the group
• Engagements to date have been
conducted through the businesses, with
no direct Board interactions necessary
during the year
• There are no specific outcomes
to report for 2025
Professional
Associations
To liaise with these
groups to understand
best practice, industry
updates and build
relationships
• As discussed above, there has been Board
engagement through the year with BITC
on understanding challenges within the
sector and to discuss the Responsible
Business Strategy
• Interviews with organisations including
the CBI, Home Builders Federation and
the UK Green Building Council were held
to engage during the development phase
of the Responsible Business Strategy to
understand best practice and industry
expectations
• ExCo member, Ed Hutchinson, fed back
to the Board on lessons learned from an
Institute of Directors (IoD) strategy course
that he attended with a view to enhance
our strategy development processes
• Feedback from the interviews
with the associations listed
to the left was compiled and
fed back to the Responsible
Business Committee and
Board to help shape the new
Responsible Business Strategy
• During the IoD feedback
session, the Board discussed
some best practice examples
for strategy development and
co-creation. This is helping to
shape the evolution of how the
Board will shape the group’s
strategy for 2026 and beyond
Section 172 statement and stakeholder
engagement strategy continued
Case study
Management buyout of Henry Boot Construction
The transaction formed a key element
of the Board’s strategic simplification
programme and was considered
across multiple Board meetings,
allowing the Board to revisit the
strategic rationale for the deal, the
associated risks, and the stakeholder
impacts as negotiations progressed.
The Board recognised the value
HBC have delivered value to the
group over many years. They,
acknowledged, however, that the
construction business carried a
different risk, workforce, and returns
profile compared to the group’s
evolving business model. This model
focuses on high quality land, prime
development, and premium homes.
In reaching its decision, the Board
was mindful of its duties under
section 172 of the Companies Act
2006 to promote the long term
success of the Company for the
benefit of its members as a whole,
while having regard to the interest of
a range of stakeholders.
During the year, the Board gave detailed consideration to the management buyout (MBO) of
Henry Boot Construction (HBC), a long-established subsidiary of the group.
henryboot.co.uk88
Consideration of
s172 factors
Likely consequences of the
decision in the long term
The Board considered the long term
strategic implications of retaining
HBC within the group against
pursing an exit. In doing so, the Board
reflected on the historic volatility of
returns from the construction sector,
the credit and bond requirements,
and the level of operational and
reputational risk exposure for
the group.
The Board also considered the
strategic benefits of simplifying
the group composition, including
clearer focus on core activities with
increased synergies and a more
straightforward equity narrative
for investors.
The Board reviewed detailed
financial modelling, the proposed
consideration payable by the new
management team, and downside
scenarios. These included the
potential costs and risks associated
with a wind-down or third-party
disposal, both of which were
considered likely to be more
value-destructive in the long term.
The Board acknowledged that
no option was without risk, but
concluded that the MBO represented
the most strategically aligned
outcome when compared with the
available alternatives.
The Board recognised that residual
exposure would remain over the
five year vendor loan repayment
period following completion, but
was satisfied that this exposure
would reduce over time, and was
appropriately mitigated through
governance arrangements, financial
caps and transitional support. Having
weighed these factors, the Board
concluded that the MBO was most
likely to promote the long term
success of the Company and create
value for its shareholders.
Interest of the
Company’s workforce
The Board carefully considered the
interests of HBC employees and
the wider workforce throughout
its deliberations. In particular, the
Board considered the capability and
credibility of the new management
team, their understanding of the
business, and their ability to lead a
sustainable organisation following
separation from the group. The
Board received assurance that the
management team had already built
a solid forward pipeline of work and
had been encouraged by their actions
to stabilise the business following an
earlier period of restructuring.
The Board also considered the
potential workforce impacts of the
alternative outcomes, including the
significant disruption and uncertainty
that could arise from a wind-down
or external sale. In comparison,
the MBO was viewed as providing
greater continuity for employees,
with a motivated leadership team
and the business continuing to trade
under a familiar structure.
Recognising the importance of
clear and timely communication
to employees, the Board reviewed
the detailed internal and external
communications plan to ensure
that workforce interests were
appropriately considered.
Fostering business
relationships with suppliers,
customers and others
The Board recognised that HBC’s
relationships were critical to the
ongoing viability of the business and
to protect the group’s reputation
during and after the transition. The
Board considered the likely impact
on these relationships, including
the need to maintain confidence
with partners and customers during
the period of change. The Board
reviewed the proposed transitional
service arrangements and oversight
mechanisms intended to support
operational continuity and minimise
disruption.
The Board also considered the
ongoing association between
group and HBC, including branding
arrangements, ensuring that this
struck an appropriate balance
between risk mitigation and enabling
the separated business to operate
independently.
Health and safety was a particular
focus of the Board’s discussions.
The Board sought assurance that
appropriate standards would be
maintained during and following the
MBO. The inclusion of health and
safety targets within the management
team’s remuneration arrangements
and continued group representation
on the board during the transition
period were noted as important
safeguards that would reinforce the
right behaviours.
Maintaining a reputation
for high standards of
business conduct
Given the significance of the
transaction, the Board was mindful of
the need to maintain high standards
of governance and business conduct
throughout the process.
The Board ensured that the
transaction was subject to
appropriate internal challenge and
external advice, including financial,
legal, and accounting expertise.
The Board carefully considered
the handling of inside information
and ensured that information was
managed appropriately in accordance
with the Market Abuse Regulations
and UK listing requirements.
Case study continued
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
89
w
Governance
90 henryboot.co.uk
w
Governance
Board of Directors 92
Executive Committee 94
Governance at a glance 96
Chair’s corporate governance statement 98
Corporate governance report
– Division of responsibilities 102
– Board leadership and company purpose 104
– Audit and Risk Committee report 116
– Corporate governance statement 121
– Nomination Committee report 124
– Responsible Business Committee report 129
– Directors’ Remuneration report 134
– Summary of the Remuneration Policy 139
– Annual Report on Remuneration 141
Directors’ report 152
Statement of Directors’ responsibilities in
respect of the Financial Statements
159
91
Shareholder informationOverview Strategic report Governance Financial statements
Annual Report and Financial Statements for the year ended 31 December 2025
Board of Directors
Peter Mawson
Chair
Tim Roberts
Chief Executive Officer
Darren Littlewood
Chief Financial Officer
James Sykes
Non-executive Director
Talita Ferreira
Non-executive Director
Serena Lang
Non-executive Director
Earl Sibley
Non-executive Director
Jaimie Read
Company Secretary
N
B
B B
N
B
N
A R B
N
A R B
N
A R B
Date of appointment
October 2015
Non-independent
Date of appointment
January 2020
Non-independent
Date of appointment
January 2016
Non-independent
Date of appointment
March 2011
Non-independent
Date of appointment
January 2024
Independent
Date of appointment
August 2022
Independent
Date of appointment
April 2025
Independent
Date of appointment
December 2025
Non-independent
Additional roles held
Non-executive Chairman
of Nexus Planning
Limited, independent
Board Representative
for the Paradise Circus
Project on behalf
of Birmingham City
Council.
Brings to the Board
Key strengths:
• Wide-ranging
experience in senior
leadership and
practitioner roles
across the built
environment
• Property
development and
planning knowledge
in both the public and
private sector
Peter has a wealth
of experience in
the management
and leadership of
professional service
firms, together with
senior practitioner
expertise across the built
environment, from both
public and private sector
perspectives.
Additional roles held
Chair of Business in the
Community’s Sheffield
Pride of Place Board.
Brings to the Board
Key strengths:
• Strong strategic and
corporate experience
accumulated as past
longstanding Director
• Strong property and
leadership experience
• Extensive experience
in delivering
significant property
development projects
Tim joined Henry Boot
as Chief Executive
Officer in January
2020. He is responsible
for developing and
implementing group
strategy and has ultimate
responsibility for group
profitability. Tim leads
the engagement with
all the Company’s
stakeholders, including
interaction with investors
and our people. He
is also the Director
responsible for all
health, safety and
environmental matters.
Tim was previously a
director of The British
Land Co PLC where
he was responsible for
running the London real
estate business.
Additional roles held
Director and Trustee
of South Yorkshire
Community Foundation
Limited and Member
of the CBI Yorkshire
and Humber Regional
Council.
Brings to the Board
Key strengths:
• In depth group and
financial experience
• Establishing and
delivering strategy
whilst protecting
assets in the group
Darren joined the
group in 1999 prior
to his appointment as
Chief Financial Officer
in 2016. He became
qualified as a member
of the Chartered
Institute of Management
Accountants in 2007
and is responsible for
all financial and risk
matters relating to the
group. He is heavily
involved in investor
communications and,
along with Tim Roberts,
is also responsible
for communicating
strategy and results
to both private and
institutional investors.
Additional roles held
Partner in the London
office of Saffery LLP
Chartered Accountants,
which he joined in 1987.
He is a Non-executive
Director of Saffery Trust
International business in
Guernsey.
Brings to the Board
Key strengths:
• Significant strategic
land knowledge
• Sound financial
background and
experience
As a partner in the
Private Wealth and
Estates Group at Saffery
he has many years’
experience in the UK
strategic land market and
brings that experience to
Board decision making
generally but particularly
to Hallam Land.
Additional roles held
Non-executive Director
and Chair of the Audit
Committee of FCE
Bank plc, CEO and
Founder of Authentic
Change Solutions
Limited, Course Leader
and Facilitator for the
Institute of Directors.
Brings to the Board
Key strengths:
• Extensive finance,
risk and governance
experience
• Extensive experience
in leadership, culture
and transformation
programmes
• Certification from
Cambridge Institute
for Sustainability
Leadership
• Strong strategic and
corporate experience
across multiple
industries
Prior to joining Henry
Boot, Talita held a Non-
executive Director and
Chair of Audit role at
Tandem Bank Ltd and
executive roles as CFO
and People Director at
BMW UK Ltd, BMW
Automotive Ireland Ltd,
BMW Group Financial
Services Ltd (UK and
Ireland) and Alphabet
(GB) Ltd.
Additional roles held
Chair of Trifast plc and
Non-executive Director
of Ainscough Crane
Hire Ltd.
Brings to the Board
Key strengths:
• Extensive strategic
leadership,
growth and digital
transformation
experience
• Experience in
industrial, engineering
and construction
environments and
culturally diverse
markets
• Strong sustainability
credentials,
specifically in the built
environment
• Diversity of thought
to the Board having
worked across
multiple industries
Serena was Chair of
Eleco plc until 2023
and previously held
executive roles as CEO
North West Europe &
Africa and Enterprise
Client Executive at
Invensys (now Schneider
Electric), Global VP of
Transformation at BP
plc and as an Executive
Consultant at Capgemini
Ernst & Young.
Additional roles held
Chief Financial Officer
of Highbourne Group
Limited.
Brings to the Board
Key strengths:
• Extensive leadership
experience in the UK
listed housebuilding
• Experience
of strategic
transformation,
change management
and M&A activity
Earl joined the board in
April 2025. He brings
extensive leadership
experience in the UK-
listed housebuilding
sector and is currently
Chief Financial Officer of
the private equity owned
specialist merchant
Highbourne Group. Prior
to this, he spent ten
years with Vistry Group
PLC as Chief Financial
Officer, Interim Chief
Executive and Chief
Operating Officer. He
has also previously held
roles at Barratt Redrow
PLC and EY. In addition
to his housebuilding and
strategic land capabilities,
Earl brings experience in
strategic transformation,
change management and
M&A activity, as well as
knowledge of the listed
environment.
Additional roles held
n/a.
Jaimie is a Chartered
Company Secretary
and member of The
Chartered Governance
Institute. She has
FTSE100 and SmallCap
experience, having
worked across the
utilities, construction
and property sectors.
She started her company
secretarial career at
National Grid plc before
joining Henry Boot in
December 2017. Jaimie
was appointed Company
Secretary in December
2025 and leads the
approach to corporate
governance.
henryboot.co.uk92
Peter Mawson
Chair
Tim Roberts
Chief Executive Officer
Darren Littlewood
Chief Financial Officer
James Sykes
Non-executive Director
Talita Ferreira
Non-executive Director
Serena Lang
Non-executive Director
Earl Sibley
Non-executive Director
Jaimie Read
Company Secretary
N
B
B B
N
B
N
A R B
N
A R B
N
A R B
Date of appointment
October 2015
Non-independent
Date of appointment
January 2020
Non-independent
Date of appointment
January 2016
Non-independent
Date of appointment
March 2011
Non-independent
Date of appointment
January 2024
Independent
Date of appointment
August 2022
Independent
Date of appointment
April 2025
Independent
Date of appointment
December 2025
Non-independent
Additional roles held
Non-executive Chairman
of Nexus Planning
Limited, independent
Board Representative
for the Paradise Circus
Project on behalf
of Birmingham City
Council.
Brings to the Board
Key strengths:
• Wide-ranging
experience in senior
leadership and
practitioner roles
across the built
environment
• Property
development and
planning knowledge
in both the public and
private sector
Peter has a wealth
of experience in
the management
and leadership of
professional service
firms, together with
senior practitioner
expertise across the built
environment, from both
public and private sector
perspectives.
Additional roles held
Chair of Business in the
Community’s Sheffield
Pride of Place Board.
Brings to the Board
Key strengths:
• Strong strategic and
corporate experience
accumulated as past
longstanding Director
• Strong property and
leadership experience
• Extensive experience
in delivering
significant property
development projects
Tim joined Henry Boot
as Chief Executive
Officer in January
2020. He is responsible
for developing and
implementing group
strategy and has ultimate
responsibility for group
profitability. Tim leads
the engagement with
all the Company’s
stakeholders, including
interaction with investors
and our people. He
is also the Director
responsible for all
health, safety and
environmental matters.
Tim was previously a
director of The British
Land Co PLC where
he was responsible for
running the London real
estate business.
Additional roles held
Director and Trustee
of South Yorkshire
Community Foundation
Limited and Member
of the CBI Yorkshire
and Humber Regional
Council.
Brings to the Board
Key strengths:
• In depth group and
financial experience
• Establishing and
delivering strategy
whilst protecting
assets in the group
Darren joined the
group in 1999 prior
to his appointment as
Chief Financial Officer
in 2016. He became
qualified as a member
of the Chartered
Institute of Management
Accountants in 2007
and is responsible for
all financial and risk
matters relating to the
group. He is heavily
involved in investor
communications and,
along with Tim Roberts,
is also responsible
for communicating
strategy and results
to both private and
institutional investors.
Additional roles held
Partner in the London
office of Saffery LLP
Chartered Accountants,
which he joined in 1987.
He is a Non-executive
Director of Saffery Trust
International business in
Guernsey.
Brings to the Board
Key strengths:
• Significant strategic
land knowledge
• Sound financial
background and
experience
As a partner in the
Private Wealth and
Estates Group at Saffery
he has many years’
experience in the UK
strategic land market and
brings that experience to
Board decision making
generally but particularly
to Hallam Land.
Additional roles held
Non-executive Director
and Chair of the Audit
Committee of FCE
Bank plc, CEO and
Founder of Authentic
Change Solutions
Limited, Course Leader
and Facilitator for the
Institute of Directors.
Brings to the Board
Key strengths:
• Extensive finance,
risk and governance
experience
• Extensive experience
in leadership, culture
and transformation
programmes
• Certification from
Cambridge Institute
for Sustainability
Leadership
• Strong strategic and
corporate experience
across multiple
industries
Prior to joining Henry
Boot, Talita held a Non-
executive Director and
Chair of Audit role at
Tandem Bank Ltd and
executive roles as CFO
and People Director at
BMW UK Ltd, BMW
Automotive Ireland Ltd,
BMW Group Financial
Services Ltd (UK and
Ireland) and Alphabet
(GB) Ltd.
Additional roles held
Chair of Trifast plc and
Non-executive Director
of Ainscough Crane
Hire Ltd.
Brings to the Board
Key strengths:
• Extensive strategic
leadership,
growth and digital
transformation
experience
• Experience in
industrial, engineering
and construction
environments and
culturally diverse
markets
• Strong sustainability
credentials,
specifically in the built
environment
• Diversity of thought
to the Board having
worked across
multiple industries
Serena was Chair of
Eleco plc until 2023
and previously held
executive roles as CEO
North West Europe &
Africa and Enterprise
Client Executive at
Invensys (now Schneider
Electric), Global VP of
Transformation at BP
plc and as an Executive
Consultant at Capgemini
Ernst & Young.
Additional roles held
Chief Financial Officer
of Highbourne Group
Limited.
Brings to the Board
Key strengths:
• Extensive leadership
experience in the UK
listed housebuilding
• Experience
of strategic
transformation,
change management
and M&A activity
Earl joined the board in
April 2025. He brings
extensive leadership
experience in the UK-
listed housebuilding
sector and is currently
Chief Financial Officer of
the private equity owned
specialist merchant
Highbourne Group. Prior
to this, he spent ten
years with Vistry Group
PLC as Chief Financial
Officer, Interim Chief
Executive and Chief
Operating Officer. He
has also previously held
roles at Barratt Redrow
PLC and EY. In addition
to his housebuilding and
strategic land capabilities,
Earl brings experience in
strategic transformation,
change management and
M&A activity, as well as
knowledge of the listed
environment.
Additional roles held
n/a.
Jaimie is a Chartered
Company Secretary
and member of The
Chartered Governance
Institute. She has
FTSE100 and SmallCap
experience, having
worked across the
utilities, construction
and property sectors.
She started her company
secretarial career at
National Grid plc before
joining Henry Boot in
December 2017. Jaimie
was appointed Company
Secretary in December
2025 and leads the
approach to corporate
governance.
Committee membership
N
Nomination
A
Audit and Risk
R
Remuneration
B
Responsible Business Committee Chair
To read our independence
assessment, please see
page 128
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
93
Executive Committee
Steven Stacey
Henry Boot PLC
Iain MacSween
Hallam Land
Management Limited
Edward Hutchinson
Henry Boot Developments Limited
/ Stonebridge Homes Limited*
Jonathan Fisher
Banner Plant Limited
Rachel White
Henry Boot PLC
Date of appointment
Chief Operating Officer in 2025
Date of appointment
Managing Director in 2026
Date of appointment
Managing Director in 2018
Date of appointment
Managing Director in 2021
Date of appointment
People Director in 2022
Brings to the
Executive Committee
Steven is a qualified chartered
accountant (ICAEW) who has
worked in a variety of finance roles,
including at big four firm PwC. He
joined Henry Boot in 2017 as Group
Financial Controller overseeing
the group's finance team, and
progressed to Finance Director in
2022. In December 2025, Steven
was appointed Chief Operating
Officer overseeing the group's
Legal, IT, Marketing and Risk teams.
Brings to the
Executive Committee
Iain joined Hallam Land in 2018 and
was appointed Managing Director
in January 2026. Iain has worked
across the UK in the procurement,
planning, design and delivery of
residentially led and mixed-use
development schemes. He is
passionate about the strategic land
sector, and his experience gives
him a deep understanding of its
unique challenges.
Brings to the
Executive Committee
Edward Hutchinson BSc (Hons),
MRICS started his career in
quantity surveying before
quickly progressing into project
management. He joined Henry
Boot Developments in 2004 as
a Project Manager rapidly rising
to the position of Senior Project
Manager in 2006. Edward was
appointed a Director in 2012 and
became Managing Director in
2018. In January 2021, he became
a board member of the Yorkshire
and Humber Regional Board for
LandAid, following which he
assumed the position of Chair
in January 2023. Ed is currently
serving as interim Managing
Director of Stonebridge Homes.
Brings to the
Executive Committee
Jonathan Fisher’s most recent
role prior to joining the Henry
Boot Group was with the Algeco
Group, where he progressed from
Account Director to Regional
Director, overseeing commercials,
operations, and strategic
development. He was subsequently
promoted to UK Sales Director
before moving into his current
position as Managing Director at
Banner Plant.
Earlier in his career, Jonathan
gained valuable experience
in hospitality and facilities
management, beginning as a
General Manager with Whitbread
before transitioning into sales and
operational leadership roles within
the FM sector.
Alongside his professional
responsibilities, Jonathan serves as
Chair of Governors at his local high
school and is actively involved in
the charity sector as a mentor.
Brings to the
Executive Committee
Rachel White joined Henry Boot
PLC in 2001 as a graduate. She
has held a number of roles in the
People team, before taking the
role of People Director in July
2022. Rachel leads the delivery
of our People Strategy to meet
the requirements of our internal
stakeholders including employee
relations, succession planning,
talent management, diversity and
inclusion, wellbeing, reward and
recognition, employee benefits and
employee engagement.
Rachel is also a Trustee Director
for Henry Boot Pension Trustees
Limited and is a member of
the Governance Committee
for the Henry Boot PLC Group
Stakeholder Pension Plan. In 2022
Rachel became a Trustee and
Vice-Chair of Sheffield Children's
Hospital Charity.
* Acting Stonebridge Homes Limited
Managing Director.
henryboot.co.uk94
Darren Littlewood
Chief Financial Officer
Steven Stacey
Henry Boot PLC
Iain MacSween
Hallam Land
Management Limited
Edward Hutchinson
Henry Boot Developments Limited
/ Stonebridge Homes Limited*
Jonathan Fisher
Banner Plant Limited
Rachel White
Henry Boot PLC
Date of appointment
Chief Operating Officer in 2025
Date of appointment
Managing Director in 2026
Date of appointment
Managing Director in 2018
Date of appointment
Managing Director in 2021
Date of appointment
People Director in 2022
Brings to the
Executive Committee
Steven is a qualified chartered
accountant (ICAEW) who has
worked in a variety of finance roles,
including at big four firm PwC. He
joined Henry Boot in 2017 as Group
Financial Controller overseeing
the group's finance team, and
progressed to Finance Director in
2022. In December 2025, Steven
was appointed Chief Operating
Officer overseeing the group's
Legal, IT, Marketing and Risk teams.
Brings to the
Executive Committee
Iain joined Hallam Land in 2018 and
was appointed Managing Director
in January 2026. Iain has worked
across the UK in the procurement,
planning, design and delivery of
residentially led and mixed-use
development schemes. He is
passionate about the strategic land
sector, and his experience gives
him a deep understanding of its
unique challenges.
Brings to the
Executive Committee
Edward Hutchinson BSc (Hons),
MRICS started his career in
quantity surveying before
quickly progressing into project
management. He joined Henry
Boot Developments in 2004 as
a Project Manager rapidly rising
to the position of Senior Project
Manager in 2006. Edward was
appointed a Director in 2012 and
became Managing Director in
2018. In January 2021, he became
a board member of the Yorkshire
and Humber Regional Board for
LandAid, following which he
assumed the position of Chair
in January 2023. Ed is currently
serving as interim Managing
Director of Stonebridge Homes.
Brings to the
Executive Committee
Jonathan Fisher’s most recent
role prior to joining the Henry
Boot Group was with the Algeco
Group, where he progressed from
Account Director to Regional
Director, overseeing commercials,
operations, and strategic
development. He was subsequently
promoted to UK Sales Director
before moving into his current
position as Managing Director at
Banner Plant.
Earlier in his career, Jonathan
gained valuable experience
in hospitality and facilities
management, beginning as a
General Manager with Whitbread
before transitioning into sales and
operational leadership roles within
the FM sector.
Alongside his professional
responsibilities, Jonathan serves as
Chair of Governors at his local high
school and is actively involved in
the charity sector as a mentor.
Brings to the
Executive Committee
Rachel White joined Henry Boot
PLC in 2001 as a graduate. She
has held a number of roles in the
People team, before taking the
role of People Director in July
2022. Rachel leads the delivery
of our People Strategy to meet
the requirements of our internal
stakeholders including employee
relations, succession planning,
talent management, diversity and
inclusion, wellbeing, reward and
recognition, employee benefits and
employee engagement.
Rachel is also a Trustee Director
for Henry Boot Pension Trustees
Limited and is a member of
the Governance Committee
for the Henry Boot PLC Group
Stakeholder Pension Plan. In 2022
Rachel became a Trustee and
Vice-Chair of Sheffield Children's
Hospital Charity.
* Acting Stonebridge Homes Limited
Managing Director.
Additional Executive
Committee members
Tim Roberts
Chief Executive Officer
Read the biographies
on page 92
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
95
FEBRUARY MARCH APRIL MAY JULY
How the Board spent it’s time this year
Name Board Audit and Risk Nomination Remuneration Responsible
Business
Peter Mawson 7/7 3/3 2/2 3/3
Tim Roberts 7/7 2/3**
Darren Littlewood 7/7 2/3**
Talita Ferreira 7/7 4/4 3/3 4/4 3/3
Serena Lang 7/7 4/4 3/3 4/4 3/3
Earl Sibley 4/4 1/2* 2/2 2/2 1/2*
James Sykes 7/7 3/3 3/3
* Earl missed the July round of committee meetings due to a personal
commitment that had been arranged before joining Henry Boot. He received
the papers in advance and fed back comments to the respective Chairs for
discussion in the meetings.
**Tim and Darren missed the March Responsible Business Committee meeting
due to other business commitments.
We held the AGM
and shareholder
lunch with over
70 people in
attendance. Senior
leaders within
HBD attended the
Board meeting to
deliver a briefing on
the Golden Valley
development at
Cheltenham.
Earl Sibley joined
the Board on
1 April 2025.
The 2024 financial
results were
approved along with
discussions on going
concern and the
dividend strategy.
Our H&S Manager
attended to discuss
H&S performance
and culture over
the year.
The Board debated
and approved
the 2025 budget
and met with
former MD, Nick
Duckworth, to
discuss the planning
environment and
Hallam Land’s
approach to
increase planning
applications. A
separate Board
session was held on
the company’s risk
management and
internal controls
framework.
Governance
at a glance
The Board meeting
was held in our
London office and
the Board spent
time with the
group’s Community
Investment
Committee
understanding
their strategy and
engagement with
our partners. The
Board also met
with BITC and
co-hosted an event
with Crisis on how
the property sector
can help to tackle
homelessness.
henryboot.co.uk96
SEPTEMBER NOVEMBER DECEMBER
The MBO of Henry
Boot Construction
was formally
approved in
September as well
as the interim results.
The Board met with
senior leaders from
Stonebridge Homes
and approved
the acquisition of
land at Carlton.
Recent feedback
and insights from
customers was
debated.
Board composition as at 31 December 2025
Gender diversity Independence Board tenure
5
2
3
2
00%
1
1
1
2
1
3
Female
Male
Executive Directors
Independent Non-executive
Directors
Non-Independent
Non-executive Directors
Chair
0-2 years
3-5 years
6-8 years
9+ years
A two-day strategy
session was held
to review group
strategy, future
ways of working
and the individual
business strategies.
External attendees
delivered sessions
to lead discussions
on the economy, the
property market and
investor strategy.
Changes to the
ExCo and other
senior leadership
positions were
agreed alongside a
restructuring of the
group functions.
The People Director
attended to share
the employee
engagement survey
results and debate
the trends and agree
actions to address
improvement areas.
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
97
Chair’s corporate governance
statement
Following a competitive recruitment
process, we welcomed Earl Sibley on
1 April as a Director and a member
of our four committees. Earl’s
extensive housebuilding experience
has already proved invaluable at a
time when we are fully integrating
Stonebridge Homes into the group.
We said goodbye to Amy Stanbridge in
December 2025 and welcomed Jaimie
Read as our new Company Secretary.
We thank Amy for her many years of
service and excellent guidance.
Strategic progress
The Board has driven significant
strategic progress this year as we
evolve the composition of the group.
The MBO of Henry Boot Construction,
the continued acquisition of
Stonebridge and the end of the Road
Link contract have resulted in a
targeted shift towards our three core
businesses. To support the growth
of these businesses, we have taken
the opportunity through our Future
Ways of Working initiative to reflect
and debate on the right organisational
structure of the group to deliver the
next phase of our strategy. Through
sessions at Board meetings and 1:1
interviews with the specialist change
management lead, the Board has
shaped the new structure to leverage
skills across the group and encourage
working in a more dynamic and
collaborative way, driven by business
partnering and better use of data.
As an organisation with 140 years of
history, we know that we need to keep
evolving, modernise our processes and
embrace technology.
Leadership changes
This year, the Nomination Committee
and the Board have overseen several
changes to our ExCo. Throughout the
summer, the Nomination Committee
led a recruitment process with our
external recruitment partners for the
new MD of Hallam Land after the
long serving MD, Nick Duckworth,
indicated he wished to step down. Nick
leaves the group with our best wishes
and the Hallam business in a very
strong position. We were delighted
to appoint an internal candidate, Iain
MacSween, as his successor and a
member of ExCo. You can read more
about this on page 125.
Future Ways of Working also led to
the creation of a new Chief Operating
Officer role, a key position that sits on
ExCo. Steve Stacey was appointed in
December 2025 and leads the drive for
efficiency, collaboration and alignment
across the group. Ed Hutchinson, MD
of HBD, is currently serving as interim
MD of Stonebridge Homes whilst the
search is underway for a permanent
successor. The Nomination Committee
is overseeing this recruitment process
and we will be able to share more
details in next year’s report.
Capital allocation
Activity in our core markets has
been subdued against a backdrop of
general economic uncertainty. This
has narrowed our focus on the capital
allocation strategy and resulted in
the creation of a management-led
Investment Committee, chaired by
the CFO.
Over 2025, the Board sanctioned
additional investment within Hallam
Land to progress planning applications
and approved key land acquisitions for
Stonebridge Homes to strengthen its
land bank to enable future delivery. We
know our markets are cyclical and we
believe this approach stands us in good
stead for when the markets recover.
In 2026, the Investment Committee
will evaluate investment opportunities
against our strategy, assess risk and
returns and review the responsible
business implications. Major decisions
are then recommended to the Board in
line with our agreed authority limits.
The Board has driven signicant strategic
progress this year as we evolve the
composition of the group. The MBO of Henry
Boot Construction, the continued acquisition
of Stonebridge and the end of the Road Link
contract have resulted in a targeted shift
towards our three core businesses.”
Peter Mawson
Chair
henryboot.co.uk98
Board development
We have increased the emphasis
in recent months on how we can
continually improve our effectiveness
as directors. We have refreshed our
agendas and papers to spend less
time receiving operational updates
from management and focus more
on collaborating and having forward-
looking, strategic conversations.
We now reflect at the end of every
meeting on what went well, and where
improvements could be made in terms
of preparation, the agenda and the
debate. In 2026, we have commenced
a programme of Board development
work, held a session with PwC on
cyber governance and will start to
evolve our approach to strategy
development; more of this to come in
next year’s report.
Engagement
The following section sets out our
structure, governance processes
and key activities undertaken by the
Board and its committees during
2025. We welcome feedback from our
stakeholders, and I would encourage
you to get in touch with us on any
governance matters.
I hope to see many of you at our
AGM on 21 May 2026 which will be
held at the same venue as last year:
DoubleTree by Hilton Sheffield City,
Bramall Lane, Sheffield S2 4SU.
(see pages 236 to 239 for full details)
Peter Mawson
Chair
14 April 2026
UK Corporate
Governance Code
compliance
For 2025, the Company was
subject to the 2024 UK Corporate
Governance Code and the
following report sets out how we
have complied with the Principles.
Given our long history as a family
business, and as a FTSE Small
Cap company, we have adopted
alternative solutions to the
provisions where we believe this is
appropriate. The Code recognises
that good governance can be
achieved by other means, and the
Board believes the approach we
have taken is the most appropriate
for our company and shareholders,
while remaining consistent with the
spirit of the Code.
You can read our full compliance
statement on page 121.
For information on how we have
been preparing for compliance
with Provision 29, see page 118.
Pictured: The Board meeting with the Group Employee Forum in September 2025.
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
99
Corporate governance report
Board activities in 2025: Enabling long term sustainable success
Strategy
• In November 2025, the Board
set a 5-year strategy for the
group and the individual
businesses for 2026-2030. The
Board invited ExCo and external
experts to join some sessions to
debate the market outlook, long
term trends and the economy
• The strategy lays out the five-
year strategic priorities which
in turn are broken down into
annual group and subsidiary
corporate objectives
• The Board reviews progress
against the annual corporate
objectives at every Board
meeting, focussing on any areas
where improvement is required
and corrective action may need
to be taken
• The corporate objectives also
flow down into ExCo members’
objectives and then cascade
down throughout the business
so that every team member
has personal objectives
that are clearly linked to the
strategy. We have found this
helps motivate individuals to
understand how their role plays
a part in delivering success
Responsible Business
• The forthcoming 2030
Responsible Business Strategy is
intertwined with our commercial
strategy in supporting the long
term resilience and reputation of
Henry Boot
• Done well, being a responsible
business creates value and
impact for our stakeholders by
addressing key issues for our
people and our partners
• Guided by our vision “to
grow sustainably, creating
transformational places and
spaces for generations to
come”, we understand that
success is not just defined by
financial gain
• The strategy sets out five
priorities linked to our
people, partners, planet and
places, with specific targets
underpinning them
• Delivery of this strategy
should attract and retain
talented people, build
strong relationships with our
partners, increase our ability
to win work and create value
for shareholders
Risk and Internal
Control Framework
• The Board and Audit and Risk
Committee review the group’s
principal and emerging risks
twice a year and determine the
appropriate risk appetite and
tolerance levels
• In February 2025, the Board
held a workshop to discuss a
more strategic risk management
process that resulted in an
updated risk register and
revised principal risks
• During 2025, internal controls
across the group have been
documented and mapped,
ready for testing to be
implemented during 2026 ahead
of the director declaration
in 2027
• The internal audit plan, agreed
annually by the Audit and Risk
Committee, reviews past and
scheduled audits to ensure
coverage of the principal risks
• On an operational level, any
significant projects coming to
the Board for approval must
include information on the key
risks and outline how the risks
are to be mitigated
Culture
• The Board set the group’s
revised vision, purpose and
values in 2024. The Board
is proud of the Henry Boot
culture and regularly references
the company’s values during
discussions, considering the
impact of its decision-making on
key stakeholders
• During a period of significant
change for the businesses, we
have delivered our ‘Leading
Change’ programme to grades
2 and 3 (those immediately
below ExCo) to equip our
senior leaders with the skills
and mindset needed to manage
through a period of transition
• The Board receives updates on
the work of the Group Employee
Forum at every meeting and
meets with the forum in person
at least once a year to gauge
employee sentiment and seek
feedback on certain topics
• Tim Roberts reports on H&S
at every Board meeting. The
Board has overseen a cultural
shift in the attitude towards H&S
for Banner Plant over recent
years with increased training,
reporting to the Board and site
visits from Board members
Diversity
• One of the five key priorities
of our forthcoming 2030
Responsible Business Strategy is
to “recruit, retain and progress
diverse talented people”. We
have set out goals we want
to achieve by 2030 such as
quantifying and reducing our
ethnic pay gap and inclusive
recruitment training for all hiring
managers
• Our Board Diversity Policy
sets out gender and ethnicity
targets and procedures around
recruitment practices which are
monitored by the Nomination
Committee
• Over the last four years (January
2022 to December 2025),
female representation of the
workforce has increased to 30%
Remuneration
• The Remuneration Policy
is designed to motivate
management over the long term
and align their interests with
shareholders. If the company
does well, everyone benefits
• The Remuneration Committee
is always cognisant of the
wider business performance
when making decisions and has
reduced the FY25 annual bonus
award for the CEO and CFO to
reflect this
• During 2025, the Remuneration
Committee oversaw a salary
benchmarking review across
all ExCo and workforce
grades to ensure our packages
remain attractive to new and
existing talent
• The LTIP for Executive Directors
and grades 1-4 includes targets
on diversity and GHG emissions,
as well as financial measures,
to drive positive, sustainable
behaviours
• Holdings periods apply to the
annual bonus and LTIP schemes
as well as post-employment
holding requirements to align
executives’ with the longer-term
interests of shareholders
• Work will begin on designing
the new Remuneration Policy in
the second half of 2026 and will
include consultations with key
stakeholders
Read more on page 27 Read more on page 129 Read more on page 118
Read more on page 108 Read more on page 126 Read more on page 134
Link to Risk:
1
2 3
9 10
11 12
13 14
Link to Risk:
1 2
3 4
76
7 8
Link to Risk:
2 3
4 5
5 6
1312
Link to Risk:
3 4
8 9
10 11 12
14 15
Link to Risk:
1 2
3 4
76
7 8
Link to Risk:
76
7 8
henryboot.co.uk100
Strategy
• In November 2025, the Board
set a 5-year strategy for the
group and the individual
businesses for 2026-2030. The
Board invited ExCo and external
experts to join some sessions to
debate the market outlook, long
term trends and the economy
• The strategy lays out the five-
year strategic priorities which
in turn are broken down into
annual group and subsidiary
corporate objectives
• The Board reviews progress
against the annual corporate
objectives at every Board
meeting, focussing on any areas
where improvement is required
and corrective action may need
to be taken
• The corporate objectives also
flow down into ExCo members’
objectives and then cascade
down throughout the business
so that every team member
has personal objectives
that are clearly linked to the
strategy. We have found this
helps motivate individuals to
understand how their role plays
a part in delivering success
Responsible Business
• The forthcoming 2030
Responsible Business Strategy is
intertwined with our commercial
strategy in supporting the long
term resilience and reputation of
Henry Boot
• Done well, being a responsible
business creates value and
impact for our stakeholders by
addressing key issues for our
people and our partners
• Guided by our vision “to
grow sustainably, creating
transformational places and
spaces for generations to
come”, we understand that
success is not just defined by
financial gain
• The strategy sets out five
priorities linked to our
people, partners, planet and
places, with specific targets
underpinning them
• Delivery of this strategy
should attract and retain
talented people, build
strong relationships with our
partners, increase our ability
to win work and create value
for shareholders
Risk and Internal
Control Framework
• The Board and Audit and Risk
Committee review the group’s
principal and emerging risks
twice a year and determine the
appropriate risk appetite and
tolerance levels
• In February 2025, the Board
held a workshop to discuss a
more strategic risk management
process that resulted in an
updated risk register and
revised principal risks
• During 2025, internal controls
across the group have been
documented and mapped,
ready for testing to be
implemented during 2026 ahead
of the director declaration
in 2027
• The internal audit plan, agreed
annually by the Audit and Risk
Committee, reviews past and
scheduled audits to ensure
coverage of the principal risks
• On an operational level, any
significant projects coming to
the Board for approval must
include information on the key
risks and outline how the risks
are to be mitigated
Culture
• The Board set the group’s
revised vision, purpose and
values in 2024. The Board
is proud of the Henry Boot
culture and regularly references
the company’s values during
discussions, considering the
impact of its decision-making on
key stakeholders
• During a period of significant
change for the businesses, we
have delivered our ‘Leading
Change’ programme to grades
2 and 3 (those immediately
below ExCo) to equip our
senior leaders with the skills
and mindset needed to manage
through a period of transition
• The Board receives updates on
the work of the Group Employee
Forum at every meeting and
meets with the forum in person
at least once a year to gauge
employee sentiment and seek
feedback on certain topics
• Tim Roberts reports on H&S
at every Board meeting. The
Board has overseen a cultural
shift in the attitude towards H&S
for Banner Plant over recent
years with increased training,
reporting to the Board and site
visits from Board members
Diversity
• One of the five key priorities
of our forthcoming 2030
Responsible Business Strategy is
to “recruit, retain and progress
diverse talented people”. We
have set out goals we want
to achieve by 2030 such as
quantifying and reducing our
ethnic pay gap and inclusive
recruitment training for all hiring
managers
• Our Board Diversity Policy
sets out gender and ethnicity
targets and procedures around
recruitment practices which are
monitored by the Nomination
Committee
• Over the last four years (January
2022 to December 2025),
female representation of the
workforce has increased to 30%
Remuneration
• The Remuneration Policy
is designed to motivate
management over the long term
and align their interests with
shareholders. If the company
does well, everyone benefits
• The Remuneration Committee
is always cognisant of the
wider business performance
when making decisions and has
reduced the FY25 annual bonus
award for the CEO and CFO to
reflect this
• During 2025, the Remuneration
Committee oversaw a salary
benchmarking review across
all ExCo and workforce
grades to ensure our packages
remain attractive to new and
existing talent
• The LTIP for Executive Directors
and grades 1-4 includes targets
on diversity and GHG emissions,
as well as financial measures,
to drive positive, sustainable
behaviours
• Holdings periods apply to the
annual bonus and LTIP schemes
as well as post-employment
holding requirements to align
executives’ with the longer-term
interests of shareholders
• Work will begin on designing
the new Remuneration Policy in
the second half of 2026 and will
include consultations with key
stakeholders
Read more on page 27 Read more on page 129 Read more on page 118
Read more on page 108 Read more on page 126 Read more on page 134
Link to Risk:
1
2 3
9 10
11 12
13 14
Link to Risk:
1 2
3 4
76
7 8
Link to Risk:
2 3
4 5
5 6
1312
Link to Risk:
3 4
8 9
10 11 12
14 15
Link to Risk:
1 2
3 4
76
7 8
Link to Risk:
76
7 8
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
101
Governance framework
Board
Subsidiary
Employee
Forums
Executive Committee
Land
Promotion
Property
investment and
development
Homebuilding
Hallam Land
HBD
Stonebridge
Homes
Banner
Plant
Audit
and Risk
Committee
Nomination
Committee
Remuneration
Committee
Responsible
Business
Committee
Group
Employee
Forum
You can read
about the
structure for the
Board’s oversight
of climate-
related risks and
opportunities in
the Responsible
Business
Committee
report on
page 132
Investment
Committee
Corporate governance report
continued
Division of responsibilities
henryboot.co.uk102
Board Committee structure and responsibilities
Board responsibilities are clearly defined, set out in writing and are regularly reviewed. See page 92 for Director roles and
biographies.
Key features Responsibilities
Board
The Board maintains a formal schedule of matters reserved for its decision that cannot be delegated
elsewhere (available to view on the website)
• This schedule is reviewed at least annually and includes:
– establishing long term strategy and objectives
– overseeing culture and stakeholder engagement
– approval of annual budgets, financial results and the dividend policy
– approval of capital expenditure above an agreed amount
– the determination and monitoring of the company’s principal and emerging risks, and reviewing
the effectiveness of the internal controls framework
• When matters require Board approval, management is required to present a detailed paper that
includes any input or feedback received from stakeholders, assessment of key risks and how the
matter links to group strategy
Board
committees
• Delegated authority from the Board to look after specific areas of responsibility
• Each committee operates under its own written Terms of Reference, which are reviewed at least
annually and are available on the website
• Report to the Board and work alongside the other committees, e.g. the Responsible Business Committee
works alongside the Audit and Risk Committee to fully consider the TCFD reporting requirements
• Have access to external consultants where necessary
• See each committee report for more detail on their work during the year
ExCo
Members are set out on pages 94 to 95.
• The Board has reviewed and approved its updated Terms of Reference and delegated levels of authority
• Meets at least ten times a year to debate strategic issues that affect the group, to collaborate and
share best practice and make recommendations to the Board
• Appointments to the ExCo are overseen by the Nomination Committee and the Board. Members of
the ExCo attend the Board meetings regularly and are part of the Strategy Days
Investment
Committee
• Established in 2025 as the group’s principal forum for evaluating, approving, and monitoring
investments, disposals and capital allocation decisions
• Membership comprises the Chief Executive Officer, Chief Financial Officer, Managing Directors of
Hallam Land, HBD and Stonebridge Homes together with the Head of Investment at HBD, Head of
Strategy and Investor Relations and Head of Finance
• The Committee ensures that investment activity remains aligned with the group’s strategic
objectives and governance standards
• It meets fortnightly to assess the financial, commercial, legal, ESG and operational impacts of
proposed investments
• It reviews group-wide cash flow forecasts to ensure liquidity is effectively managed and emerging
pressures are identified early
• The Committee debates key investment topics, oversees the implementation of agreed initiatives
and promotes best practices to enhance investment processes
• It works closely with the PLC Board, ExCo, subsidiary boards and other committees to ensure that
investment decisions are aligned across the group
Subsidiary
boards
• Day-to-day operational management of the subsidiary companies sits with their respective boards
and MDs
• The CEO and CFO sit on all the principal subsidiary company boards
• The MDs are invited to attend the Strategy Days and the Board meetings on a rotational basis to
discuss business plans and strategy
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
103
Corporate governance report
continued
The Board has a rolling 12-month forward business schedule, which is regularly reviewed to check there is appropriate
balance across the year between strategy, risk, operations and governance. There are routine items included on every agenda
such as a CEO Update and H&S Report, and one-off, topical items that need Board input or approval. The schedule ensures
that all stakeholder groups are discussed throughout the year, and includes attendees such as senior leaders and the Group
Employee Forum. In addition to the Board activities shown on page 100, listed below are some of the key priority areas for the
Board in 2025.
Board leadership and company purpose
Key areas of strategic focus for 2025
Area What was reviewed and considered
Overseeing and
reinforcing health and
safety practices
Stakeholders
considered
E
S
En
Co
Cu
Link to strategy
The safety of our people is paramount particularly given the industries in which we operate.
The Board monitors performance against industry standards and business specific KPIs. In 2025,
we achieved our main group KPI (Accident Incident Rate) with the businesses hitting most of their
respective targets too.
H&S reporting is at the forefront of every Board agenda and the Chair, CEO and Non-executive
Directors have visited many sites and depots during the year to understand the H&S culture and
drive the right behaviours.
In March 2025, the Head of Health and Safety discussed his annual H&S reports for each of the
principal businesses and outlined his recommendations for improvement.
Approval of
strategic projects
Stakeholders
considered
E
S
Sh
En
Cu
Co
Link to strategy
2025 has been a year of strategic progress and the Board has overseen the continued acquisition
of Stonebridge Homes and approved the MBO of Henry Boot Construction in line with our agreed
strategy. You can read more about what they considered in relation to the MBO on page 88.
Throughout the year, the Board also reviewed and approved major investment proposals which
included land acquisitions for Stonebridge Homes at Kingston Village and Carlton, and monitoring
progress of HBD’s Golden Valley Development at Cheltenham.
Oversight of systems
implementation
Stakeholders
considered
E
Cu
S
Link to strategy
During 2025, the Board has overseen and guided the launch of a Microsoft Dynamics 365 solution
which has digitised many of the processes used in the land and development businesses. The system
has modernised ways of working and is leading to much improved use and analysis of data to bring
about smarter decision making.
Having experienced other software and system implementations in recent years, the Board
encouraged management to consider the cultural change that would be needed to ensure the software
is a success. The Board has overseen the roll-out programme and training and will continue to monitor
usage and sentiment to ensure it’s properly embedded in to the business.
Group strategic priorities
Performance People Partners Places Planet
Stakeholders
E
Employees
S
Suppliers
Sh
Shareholders
En
Environment
Cu
Customers
P
Pensioners
Co
Communities
henryboot.co.uk104
Area What was reviewed and considered
Managing the budget,
gearing and financing
Stakeholders
considered
Sh
E
Cu
S
Link to strategy
In a challenging market and uncertain economic environment, the Board has dedicated more time
during meetings to discussing cash flow, gearing levels and capital allocation. The budget was
approved at the start of the year and financial updates discussed at every meeting. Project approvals
have come under extra scrutiny with the Board reviewing cash flow requirements and the level of risk
and mitigation involved.
The Board approved an extension of the group’s banking facilities in March 2025 and again in March
2026, increasing headroom over the going concern period. The Board will continue to monitor gearing
levels to balance strategic investment while remaining prudent and maintaining a strong balance sheet.
Stakeholder
engagement
Stakeholders
considered
S
Co
E
En
Link to strategy
In July, the Board spent time with our internal Community Investment Committee to understand their
role and how they are prioritising funding to our partners and communities. The Board also met with
BITC to discuss their place making programme and co-hosted an event in London with Crisis on how
the property sector can help to engage with homelessness.
We also held in person sessions with the GEF and discussed the results of the employee engagement
survey results. The interactions and feedback gained from engaging with our stakeholders helped to
understand their perspectives and were pivotal in shaping the next phase of our Responsible Business
Strategy. You can read more about our Board Stakeholder Policy on page 85 and our Responsible
Business Strategy on page 130.
Pictured: The Board visiting Crisis' London office in July 2025.
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
105
Corporate governance report
continued
We measure company performance
against our five strategic pillars, with
one of those pillars being ‘People’.
People are the heart of our business
and one of our core three values is ‘Put
people first’. As such, it’s a key focus
for the Board to ensure that employee
views are heard and taken into account
when making decisions. The Board
has established two key methods of
direct Board employee engagement,
which demonstrate compliance with
Provision 5 of the Code:
• a network of employee forums
across the group; and
• a designated Non-executive
Director to liaise with the Group
Employee Forum.
You can read more about our people
strategy and employee engagement
on pages 35 to 39 and 106 to 107
respectively. In this section, we
outline the ways in which the Board, in
particular, engages with our people.
Employee forum
Our group and subsidiary employee
forums, launched in 2019, have
continued to meet to discuss a range
of key issues during 2025. Hallam
Land, HBD, Banner Plant and the Henry
Boot group functions have their own
Subsidiary Employee Forum (SEF) and
the Chair of each SEF meets quarterly
to form the Group Employee Forum
(GEF). As part of the integration plan,
we are reviewing the most appropriate
way to include our colleagues at
Stonebridge Homes as part of this
network.
The group is constantly looking to
develop and strengthen its approach to
employee engagement, and recognises
the employee forums as a pivotal route
to hearing the voice of employees.
The GEF and SEFs refresh their
memberships over time and rotate their
Chair, to ensure there is representation
from across the group and to add
new voices to the discussions.
The Chair, as the designated Non-
executive Director to the GEF, attends
the meetings to facilitate two-way
engagement. During the year, the
Board has sought feedback on a
number of issues and Peter Mawson
has also fed back in Board meetings
when problems or key themes have
been raised.
The CEO and other senior leaders
are invited to meetings to present on
key initiatives and seek feedback on
matters such as the brand relaunch, a
revamped intranet and the introduction
of key systems and policies. The
GEF has worked with the marketing
and communications team to ensure
that the outcomes of their work and
engagements are communicated more
widely to the workforce.
Employee engagement
Pictured: The Board meeting with the Group Employee Forum in September 2025.
henryboot.co.uk106
Outcomes
A number of the key employee issues discussed the Board during 2025 are outlined below.
Consultation
activities
Method and outline
of engagement
How the Board
responded and outcomes
GEF Role
The GEF meets formally with the Board
at least once a year. In September 2025,
GEF representatives met with the Board to
present their priorities and reflections on
how their role has developed.
The Board reviewed the GEF’s priorities and agreed
that their terms of reference needed adjusting, comms
should be refreshed, and that future meetings should
include attendance from the People/Responsible
Business teams. The Board also asked that further work
be completed during 2026 to maximise the forum’s
effectiveness and profile.
Site and
workplace visits
The Chair and the CEO undertake regular
visits to sites, offices and depot locations to
engage more informally with employees and
gauge sentiment and culture.
The Non-executive Directors periodically
attend sites and subsidiary board meetings
to further their knowledge of operations and
meet talent from all levels of the business. At
least one Board meeting a year is scheduled
to take place away from head office so that
the Board can interact with colleagues from
different regions.
Peter Mawson and Tim Roberts have undertaken a
series of visits to the majority of the group’s locations
during 2025 to talk to colleagues they do not see on
a regular basis to understand their successes and
challenges.
Most Board members have visited Stonebridge
Homes’ office or sites to welcome them to the group
and to understand how the integration is progressing.
Engagements such as these are important and help
Directors to understand the on-the-ground culture
and morale, and to know where to prioritise strategic
oversight and leadership.
NED sponsor
engagements
In 2024, the Responsible Business
Committee members were allocated
sponsorship roles aligned to the pillars
of the integrated strategic framework.
In fulfilling these positions, the sponsors
liaised with employee working groups and
external subject matter specialists to discuss
key issues and reviewed how they could
champion and support their respective
focus area.
Key highlights of this engagement included:
-Serena Lang, in her role as Planet Sponsor, attended
and supported the Yorkshire Climate Action Coalition
5th anniversary dinner in Leeds.
-Talita Ferreira, in her role as People Sponsor, routinely
attended the EDI Working Group and sat on the review
panel for the EDI Research Assistant’s presentation
of their report into practical actions Henry Boot could
adopt to support long term diversity of the workforce.
Group-wide
system
implementations
The Board has gathered feedback
anecdotally and through the GEF in relation
to recent software implementations
including the roll out of a new HR system
during 2024.
Cognisant of this feedback, the Board requested that
management prioritise the cultural change needed to
successfully introduce group wide systems as well as
the operational requirements.
The Board shaped the training and cultural change
programme, emphasising the need for proper
embedding of systems, training and championing from
managers and feedback loops.
Working Group
Governance
The GEF discussed the effectiveness of
working groups across the businesses,
including overlaps, participation levels, and
barriers to engagement. Representatives
flagged the need for clearer reporting lines
into ExCo and the Board, and raised these
structural points as part of the September
GEF–Board engagement.
As part of the Future Ways of Working programme,
the Board approved a review into working-group
governance during 2026 and endorsed the need for
clearer governance structures and reduced duplication
across working groups and forums. This work will
continue into 2026 and we will provide an update on
next year’s report.
Branding
and values
embedding
In September, the Board asked the GEF for
feedback on whether the refreshed branding
and company values had been embedded
across the businesses one year on. Follow-up
discussions took place at the October GEF
meeting where the representatives agreed
a plan to collect structured feedback for the
next Board cycle.
In early 2026, the GEF presented their findings back to
the Board. Overall, the workforce had welcomed the
refresh and found that the new branding supported to
create a share group identity. It was felt that the values
had been embedded and adopted. Some minor points
about templates and inconsistencies were raised with
the Executive Directors taking away actions to resolve
some of these issues.
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
107
Our culture
At Henry Boot, people are at the heart of our company. Our culture is shaped by our three core values: put people
first; do the right thing; and be open to change. The Board has an important role to play in recognising the company’s
rich heritage but also driving our people to adapt and grow to continue delivering a positive impact for all our internal
and external stakeholders. We are guided by our purpose in ‘Creating great places today, to build a better tomorrow’.
Following the company’s updated purpose, vision and values launched in 2024, the Board oversees how the culture
is embedded throughout the business, taking action where standards are not met.
Corporate governance report
continued
The Board’s role in culture
Action
Link to culture
and effectiveness
Board’s role in
culture Outcomes and addressing cultural issues
Employee
engagement
survey
We carried out our annual
engagement survey across all our
businesses to understand how our
people feel about all aspects of life
at Henry Boot.
You can read more about the survey
on page 35.
The results provide quality insight into how people view working
for the group. The questions cover a range of topics such as the
integrity of leadership, company communications, relationships
with managers and collaboration with peers. The survey is
anonymous, which helps to facilitate honest feedback and
uses a mixture of 1–10 scoring and open text answers, giving a
rounded assessment into the culture.
The engagement survey provides an important check-in for the
Board to reflect on important issues affecting our people.
Assess
Monitor
Embed
The Board reviewed the survey results for 2025 which gave an eNPS score of +29, which is classed as
‘very good’ and was +15 higher than the average sector score in the same period.
Most of the questions in the survey are repeated year-on-year, so that the Board can monitor trends.
Our external partners help to digest the data, highlighting groups of people who score particularly low
for certain topics so that the Board can explore solutions alongside the GEF and/or SEFs.
Given the amount of change within the group over the last 12 months, the Board identified that ensuring
people feel valued is a key priority.
Purpose,
vision,
values and
behaviour
The updated purpose, vision and
values, approved by the Board, was
launched to the business during
2024. Both Peter Mawson and Tim
Roberts spoke at the internal launch
event to set the tone and future
direction for the group.
With input from internal and external stakeholders, the Board
set the updated purpose, vision and values along with the new
branding during 2024. This project also included establishing
a behaviours framework, linked to our values, which clearly
articulates how everyone should behave when at work or
representing the company.
Set
Embed
The company purpose and vision allows each individual to understand how their role fits into the
organisation and how they can contribute to the strategy. Alongside this, the behaviours framework
guides conversations around performance and encourages managers to consider not only what people
do, but how they do it when assessing performance and remuneration outcomes.
Leading
change
The Board has overseen the Leading
Change programme which takes
the learning from the ExCo’s
development journey and shares
it with those in Grades 2 and 3,
to ensure a cohesive and aligned
approach to leadership.
The Board and ExCo are keen to instil a growth mindset into our
senior leaders, which encourages a learning and collaboration
culture. In a world of constant change, we want to empower
leaders to have the skills they need to tackle adversity and
uncertainty, with a no-blame culture.
Set
Embed
The Board has seen the Leading Change programme as a key engagement and communication driver
in 2025 following the changes to the group businesses. During periods of change, it is critical to keep
leaders informed, motivated and aligned with the group strategy. This cohort of leaders have been
pivotal in relaying messages throughout the organisation and monitoring culture
Whistle-
blowing
The Board receives reports of any
whistleblowing reports or calls.
There were no such instances
during 2025.
The Board monitors any matters reported to the whistleblowing
helpline and is provided with updates at each stage of the
investigation. Calls can be raised anonymously and, therefore,
our people can be confident that any issues are reported
without fear of consequences.
Assess
Monitor
Embed
Fortunately, we do not receive many whistleblowing calls, but we take the ones we do have very
seriously. Where claims have been raised and substantiated in the past, actions are put in place to
address the issues, which have included training programmes for affected parts of the workforce on
appropriate conduct and behaviours, as well as disciplinary procedures where necessary. Regular
follows ups are provided to the Board so it can determine whether any more action needs to be taken.
Health and
safety
The Board receives progress on
all health and safety KPIs at every
Board meeting and updates are
given on major and minor accidents.
Due to the industries we work in, attitudes to health and safety
are particularly critical to ensure that our people and suppliers
are kept safe. The Board retains an oversight of all trends and
issues, intervening where necessary.
Banner Plant missed some of its KPI targets the previous year
and the Board focused on what could be done to improve
the health and safety culture in the business and keep driving
high standards.
Monitor
Embed
Following on from some RIDDORs in 2024, the Banner Plant MD attended the Board in March 2025
to give an update on the new measures put in place to reinforce best practices and safety awareness.
2025 has seen standards improve and good behaviours being celebrated.
The Chair and CEO have conducted routine visits to plant depots during the year, in addition to ad hoc
visits from other Non-executive Directors. The site visits emphasise the importance of health and safety
to our colleagues and encourage good behaviours. A safety checklist has been compiled so Directors
feel confident they know what is expected at the sites.
Responsible
Business
Strategy
The Responsible Business Strategy,
is set by the Responsible Business
Committee and the Board and
outlines our priorities for our people
and stakeholders.
The strategy aims to embed responsible business practices in
the DNA of the business at every level and measures success
beyond commercial performance. This guides the culture of the
business and encourages the workforce to perform in a way
aligned to our values and our vision of growing sustainably.
Set
Monitor
Embed
The Responsible Business Strategy sets out priorities to prioritise our people’s health and wellbeing,
encourage diversity, reduce carbon emissions and support those at risk of homelessness. These goals
have been set by taking feedback from the employee engagement survey results and engaging with our
partners and communities about their priorities and how to drive positive change. You can read more
about the strategy on page 130.
henryboot.co.uk108
The Board’s role in culture
Action
Link to culture
and effectiveness
Board’s role in
culture Outcomes and addressing cultural issues
Employee
engagement
survey
We carried out our annual
engagement survey across all our
businesses to understand how our
people feel about all aspects of life
at Henry Boot.
You can read more about the survey
on page 35.
The results provide quality insight into how people view working
for the group. The questions cover a range of topics such as the
integrity of leadership, company communications, relationships
with managers and collaboration with peers. The survey is
anonymous, which helps to facilitate honest feedback and
uses a mixture of 1–10 scoring and open text answers, giving a
rounded assessment into the culture.
The engagement survey provides an important check-in for the
Board to reflect on important issues affecting our people.
Assess
Monitor
Embed
The Board reviewed the survey results for 2025 which gave an eNPS score of +29, which is classed as
‘very good’ and was +15 higher than the average sector score in the same period.
Most of the questions in the survey are repeated year-on-year, so that the Board can monitor trends.
Our external partners help to digest the data, highlighting groups of people who score particularly low
for certain topics so that the Board can explore solutions alongside the GEF and/or SEFs.
Given the amount of change within the group over the last 12 months, the Board identified that ensuring
people feel valued is a key priority.
Purpose,
vision,
values and
behaviour
The updated purpose, vision and
values, approved by the Board, was
launched to the business during
2024. Both Peter Mawson and Tim
Roberts spoke at the internal launch
event to set the tone and future
direction for the group.
With input from internal and external stakeholders, the Board
set the updated purpose, vision and values along with the new
branding during 2024. This project also included establishing
a behaviours framework, linked to our values, which clearly
articulates how everyone should behave when at work or
representing the company.
Set
Embed
The company purpose and vision allows each individual to understand how their role fits into the
organisation and how they can contribute to the strategy. Alongside this, the behaviours framework
guides conversations around performance and encourages managers to consider not only what people
do, but how they do it when assessing performance and remuneration outcomes.
Leading
change
The Board has overseen the Leading
Change programme which takes
the learning from the ExCo’s
development journey and shares
it with those in Grades 2 and 3,
to ensure a cohesive and aligned
approach to leadership.
The Board and ExCo are keen to instil a growth mindset into our
senior leaders, which encourages a learning and collaboration
culture. In a world of constant change, we want to empower
leaders to have the skills they need to tackle adversity and
uncertainty, with a no-blame culture.
Set
Embed
The Board has seen the Leading Change programme as a key engagement and communication driver
in 2025 following the changes to the group businesses. During periods of change, it is critical to keep
leaders informed, motivated and aligned with the group strategy. This cohort of leaders have been
pivotal in relaying messages throughout the organisation and monitoring culture
Whistle-
blowing
The Board receives reports of any
whistleblowing reports or calls.
There were no such instances
during 2025.
The Board monitors any matters reported to the whistleblowing
helpline and is provided with updates at each stage of the
investigation. Calls can be raised anonymously and, therefore,
our people can be confident that any issues are reported
without fear of consequences.
Assess
Monitor
Embed
Fortunately, we do not receive many whistleblowing calls, but we take the ones we do have very
seriously. Where claims have been raised and substantiated in the past, actions are put in place to
address the issues, which have included training programmes for affected parts of the workforce on
appropriate conduct and behaviours, as well as disciplinary procedures where necessary. Regular
follows ups are provided to the Board so it can determine whether any more action needs to be taken.
Health and
safety
The Board receives progress on
all health and safety KPIs at every
Board meeting and updates are
given on major and minor accidents.
Due to the industries we work in, attitudes to health and safety
are particularly critical to ensure that our people and suppliers
are kept safe. The Board retains an oversight of all trends and
issues, intervening where necessary.
Banner Plant missed some of its KPI targets the previous year
and the Board focused on what could be done to improve
the health and safety culture in the business and keep driving
high standards.
Monitor
Embed
Following on from some RIDDORs in 2024, the Banner Plant MD attended the Board in March 2025
to give an update on the new measures put in place to reinforce best practices and safety awareness.
2025 has seen standards improve and good behaviours being celebrated.
The Chair and CEO have conducted routine visits to plant depots during the year, in addition to ad hoc
visits from other Non-executive Directors. The site visits emphasise the importance of health and safety
to our colleagues and encourage good behaviours. A safety checklist has been compiled so Directors
feel confident they know what is expected at the sites.
Responsible
Business
Strategy
The Responsible Business Strategy,
is set by the Responsible Business
Committee and the Board and
outlines our priorities for our people
and stakeholders.
The strategy aims to embed responsible business practices in
the DNA of the business at every level and measures success
beyond commercial performance. This guides the culture of the
business and encourages the workforce to perform in a way
aligned to our values and our vision of growing sustainably.
Set
Monitor
Embed
The Responsible Business Strategy sets out priorities to prioritise our people’s health and wellbeing,
encourage diversity, reduce carbon emissions and support those at risk of homelessness. These goals
have been set by taking feedback from the employee engagement survey results and engaging with our
partners and communities about their priorities and how to drive positive change. You can read more
about the strategy on page 130.
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
109
01
02
03
04
05
06
Composition, succession
and evaluation
Board performance review
During 2025, a formal and rigorous internal performance review was undertaken by the Board, its committees, the Chair
and each individual Director. This included structured questionnaires, 1:1s with the Chair and Senior Independent Director
and confidential feedback from meeting attendees on preparation, participation and post-meeting follow-ups. These steps
provided a robust assessment of effectiveness and informed ongoing development priorities. The process and results are set
out below.
In line with Provision 21 of the UK Corporate Governance Code, the Nomination Committee considered whether to conduct
an externally facilitated performance review for 2025. As was reported last year, the Committee is engaging with external
providers in 2026 to develop Board dynamics and embed the new Board members and then plans to commission an
externally facilitated performance review in 2027.
Areas where the Board
scored strongly:
• Collective responsibility for decision-making
considering long term success.
• Consideration is given to the macro-economic
landscape when setting the Company’s strategy.
• Board attendees feel comfortable and
welcomed to the meeting, with an open and
collaborative environment.
Board focus areas:
• Introduce earlier and more regular debates on
strategic issues throughout the year to enhance
strategic co-creation.
• Develop the reporting and discussions on the
customer.
• Review the Board agenda to maximise the areas
where the Board can challenge and add value.
Process steps
Question content was agreed with the
respective Chairs and the questionnaires
issued. 1:1 interviews were also arranged
with Peter Mawson to discuss
individual performance and training
needs. Peter Mawson’s review
was conducted by Serena
Lang in her capacity as
Senior Independent
Director.
In March,
the Nomination Committee
noted the change to Provision 21 of the
UK Corporate Governance Code and
considered whether to commission
an externally facilitated
performance review but
agreed to proceed with
an internal approach
for 2025.
The Board
discussed and agreed an
approach in September.
Questionnaire
deadline, results
collated and reports written.
At the year-end, results were reviewed
with the Board and respective
committees, and actions were
agreed for the next year.
Progress against the actions
from the previous year were
also discussed.
Mid-year reviews
will be carried out in
the summer to discuss
performance against the
agreed actions before a full
review at the year-end.
henryboot.co.uk110
Board
2025 action areas Progress in the year
Meeting experience
Enhance the Board
meeting experience for the
Directors and attendees,
by reviewing the agenda,
upskilling presenters
to maximise their time
in the boardroom, and
scheduling time to reflect
on performance after
every meeting.
• New templates were developed for MD reports, Matters Reserved for the Board
papers, and general updates.
• Upskilling sessions were held with regular presenters to improve focus, and maximise
time in the boardroom.
• Reflection time was scheduled at the end of every Board agenda.
Board dynamics
Undertake a Board
dynamics exercise
following the new NED
arrival to understand how
best to work together.
• An approach was agreed during 2025 and commenced in 2026. Since the start of the
year, Directors have undertaken psychometric profiling assessments and the February
2026 Board meeting was observed.
Strategy innovation
Explore ways in which
the strategy development
process could be
innovated, both at the
Strategy Days and in
regular Board meetings.
• The forward business schedule has been revamped to allow more time for strategic
conversations.
• Institute of Directors workshops were attended to redesign the approach to strategy
for 2026. The Board and ExCo have agreed to implement a co-creation process to
allow the Non-executive Directors to contribute to strategy at an earlier stage.
• The format of the 2026 Strategy Days will evolve with more interactive sessions and
breakouts.
Action areas for 2026
Customer Insight:
Enhance the Board’s
understanding of the
group’s customers, with
a particular focus on
Stonebridge Homes.
Oversight of Stonebridge
Homes:
Monitor the integration of
the business into the group,
providing support and
strategic direction so that it
can deliver on its medium
term growth ambitions.
Strategic focus:
Reflect on the Board
agendas and the strategy
process to prioritise high-
value discussions in the
boardroom and facilitate
more opportunities for
strategic co-collaboration
throughout the year.
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
111
Composition, succession
and evaluation continued
Audit and Risk Committee
2025 action areas Progress in the year
Internal control framework
Continue to review and
define the internal control
framework so that the
Directors are comfortable
attesting to the material
controls’ effectiveness.
• The internal controls of the subsidiary business and central functions were fully
documented during H2 2025 with over 250 controls identified.
• Testing of the material controls is planned for 2026.
• The Committee oversaw the appointment of increased internal resource to support the
new processes.
Risk management
Continue to embed a
refreshed risk management
approach and ensure
appropriate visibility
of outcomes.
• New principal risks were adopted and then embedded during the annual risk exercise.
• A structured review of the risk management framework, including a workshop, was
carried out.
Internal audit
Consider the best division
of resources between
internal and external in
relation to the carrying out
of internal audit activities,
within the next 18 months.
• The review was completed, and it was agreed that a hybrid approach remains the most
effective for the business, with external specialists to lead on the process and internal
resource to support.
Action areas for 2026
Internal controls:
Oversee the enhanced
testing over the internal
control framework over
2026 ahead of the 2027
director attestation.
Stonebridge Homes focus:
Pay particular attention
to strengthening the
internal control and risk
management framework as
Stonebridge Homes further
integrates into the group to
bring it in line with group
standards and processes.
Horizon scanning:
Evolve the risk agenda
items in February and July
to include a more dynamic
discussion on horizon
scanning for emerging risks.
AI governance framework:
Establish a framework for AI
governance.
henryboot.co.uk112
Nomination Committee
2025 action areas Progress in the year
ExCo succession
Develop the succession
plans and protocols for
their broader dissemination
and usage, for ExCo
and below.
• The approach to talent management and succession planning has evolved during 2025.
• Updated talent grids were presented to the Committee in September and
gaps discussed.
• Succession planning was aligned with wider organisational changes and
people strategies.
• Development plans are in place for succession candidates.
Skills matrix
Assess the skills needed
for the future success
of the group and review
the current position of
the Board and ExCo
against them.
• An approach for an updated skills matrix based on the Institute of Directors’ framework
was agreed.
• The information was collated in Q1 2026 and will be analysed.
• The Nomination Committee confirmed that the skills, knowledge and experience of the
Board and its committees were effective.
Inclusive behaviours
Create a framework for
defining what inclusive
behaviours are.
• The framework development was underway, and it was agreed to continue its
development alongside a broader inclusive leadership development and BITC follow-up
session in 2026.
Action areas for 2026
Succession planning:
Strengthen internal pipelines
by developing individual
development plans for
key executive roles and
completing the remaining
work for Stonebridge Homes
and other priority areas.
Board development:
Undertake the planned
development programme
for 2026, focusing on
self-discovery and team
dynamics to deliver a high
performing Board which
adds strategic value.
Upskilling Directors:
Deliver targeted sessions
and information to increase
Board knowledge in areas
identified as requiring
development.
Inclusive behaviours:
Create a framework for
defining what inclusive
behaviours are.
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
113
Composition, succession
and evaluation continued
Remuneration Committee
2025 action areas Progress in the year
Reward Strategy
Review the Reward
Strategy and principles set
in 2022 remain appropriate.
• The Reward Strategy was reviewed as part of the wider 2025 benchmarking process
and the principles remained true to the organisational values.
• The workforce bonus framework will be reviewed during 2026 along with the alignment
of Stonebridge Homes’ reward structure.
Workforce benchmarking
Oversee the benchmarking
exercise across the
workforce grades
during 2025.
• A comprehensive benchmarking review was conducted in 2025 using external
consultants and sector-specific market data. Updates were provided to the Committee
in September and December ahead of 2026 implementation.
• Only one workforce grade required adjustment, confirming overall continued alignment
with market benchmarks.
Board and ExCo
benchmarking
Undertake a benchmarking
review of salaries / fees
for all ExCo members, the
Chair and Non-executive
Directors during 2025 to
apply from 1 January 2026.
• Korn Ferry benchmarked data for ExCo roles, the Chair, and Non-executive Directors
was reviewed in September.
• An updated salary and fee proposal was agreed in December, including the new ExCo
roles and the Company Secretary.
• A consistent pay-setting principle was adopted recognising current market conditions.
Action areas for 2026
Remuneration policy:
Work with advisers to
understand current best
practice and market
expectation ahead of the
next policy review. Explore
alternative approaches to
executive remuneration
to align shareholder
interests while motivating
management.
Stakeholder engagement:
Engage with stakeholders
including key shareholders
and the workforce to shape
the new Remuneration
Policy for approval at the
2027 AGM.
Stonebridge Homes:
Oversee and guide
the alignment of the
Stonebridge Homes
workforce reward with the
group’s workforce Reward
Strategy, balancing the
desire for full integration
with commerciality.
henryboot.co.uk114
Responsible Business Committee
2025 action areas Progress in the year
Responsible Business
Strategy
Support the development
of the Responsible
Business Strategy,
including providing
advice on benchmarking
against peers, best market
practice, and oversight of
the development of the
climate transition plan and
climate scenario analysis.
• Strategy workshops and engagement sessions, including a materiality workshop.
• The Committee provided guidance on material issues, stakeholder consultation and
strategic direction.
• Phase 3 of the strategy development was thoroughly reviewed against best practice and
internal and external stakeholder feedback.
• Climate-related priorities and the need for targets and alignment between the
Responsible Business Strategy, commercial practicality and resource availability
was discussed.
Data assurance
Embed an assurance
process for Responsible
Business data in alignment
with the Audit and Risk
Committee.
• It was agreed that data would be subject to an internal audit and verification process in
conjunction with the Audit and Risk Committee.
Profile awareness
Support the business
to raise profile around
responsible business
practice and non-financial
performance.
• The Committee supported the collaboration between the internal marketing and
communications team and external communications agency, to raise the group’s
responsible business profile.
• A video from Serena Lang was featured in the internal communications newsletter.
Action areas for 2026
Pilot a business unit
initiative:
Introduce a pilot within a
selected business unit to
test a practical, operational
approach to embedding
responsible business
principles. The pilot will
focus on strengthening
leadership ownership,
demonstrating commercial
benefits, and establishing
clearer accountability.
Learning from the pilot
will inform a group wide
framework.
Sharpen focus:
Refine and reduce the
number of responsible
business priorities and
KPIs to concentrate on a
smaller set of high impact
areas. This will support
clearer progress, more
meaningful outcomes, and
better alignment across
business units.
Embedding ESG:
Improve the quality and
consistency of ESG,
community engagement,
and sustainability
considerations across
all significant Board
and Committee papers.
This includes clearer
requirements for authors
to set out ESG impacts,
associated risks, and
potential commercial
benefits.
Technical capability and
confidence:
Provide targeted briefings
or development sessions
for Committee members on
technically complex ESG
areas to support a consistent
baseline understanding and
increased confidence.
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
115
Other Committee members:
Serena Lang
Earl Sibley (from 1 April 2025)
Talita is a fellow of the Institute of
Chartered Accounts for England
and Wales and has recent and
relevant financial experience.
The Committee as a whole
has competence relevant to
the property development and
housebuilding sectors.
Review of the year
On behalf of the Board and the Audit
and Risk Committee (the Committee),
I am pleased to present the Directors’
Audit and Risk Committee Report for
the year ended 31 December 2025.
2025 was a pivotal year in
strengthening the group’s governance
foundations. The Committee dedicated
time to formalising the internal controls
framework in preparation for Provision
29 of the UK Corporate Governance
Code (the Code) coming into force. We
have overseen increased assurance
over the integration of Stonebridge
Homes, monitoring data quality
and resource, and enhancing audit
readiness through early-cycle work.
Four meetings were held across
the year addressing the integrity of
our financial results alongside our
external auditor, EY, and agreeing and
monitoring delivery of the internal audit
plan with our internal auditor, KPMG.
Other topics included risk oversight,
business continuity planning and
cyber resilience.
Those serving as members of the
Committee were myself and Serena
Lang, with Earl Sibley joining us from
1 April 2025.
Internal audit
Given the size of the group and
extent of the internal audit activities
required, the Committee considers
that an externally appointed internal
auditor is appropriate. This provides
independence to the internal audit
activities, as well as ensuring that
any required areas of specialism and
knowledge of audit processes can be
provided. The Committee considers a
range of potential audit areas including
those linked to the company’s principal
risks, routine financial and operational
processes and specific requests from
the Committee to determine which
audits to prioritise in any given year.
Audit and Risk Committee
report
2025 was a pivotal year in strengthening
the group’s governance foundations. The
Committee dedicated time to formalising the
internal controls framework in preparation for
Provision 29 of the UK Corporate Governance
Code coming into force.”
Talita Ferreira
Chair of the Audit and Risk Committee
2025 Key achievements:
• Defined new principal risks
and embedded the revised risk
management processes
• Mapped out our internal control
framework including identifying
over 250 internal controls
• Overseen improvements to the
year end audit processes for
Stonebridge Homes
• Reviewed and approved
the FY25 Results including
a thorough going concern
assessment
Areas of focus in 2026:
• Provision 29 preparation and
overseeing testing of the internal
control framework
• Overseeing the continuing
integration and governance of
Stonebridge Homes
• Developing an AI governance
framework
• Development of the Business
Continuity Plan and IT Disaster
Recovery Plans
henryboot.co.uk116
From early 2022 onwards, our internal audit partner has been KPMG LLP (KPMG). During 2025, internal
audit reviews carried out by KPMG included:
Topic Outline
IT General Controls This audit assessed the design and maturity of the group’s IT General Controls, recognising
the Board’s increasing responsibility under the Code to assure the effectiveness of material
controls. The review examined IT operations, access to programmes and data, and change
management programmes in place, with additional high level assessment of Stonebridge
Homes to support its integration into the wider group environment.
The audit found that the IT service has continued to mature, supported by the formalisation
of policies, introduction of an IT Service Desk and improvements to security process and
threat detection. Four medium or low risk findings were identified relating primarily to
gaps in policy documentation, incomplete incident management playbooks, limited trend
analysis of service desk data and the absence of periodic physical access reviews.
Management has acknowledged these findings and is taking action to strengthen the
controls, improve resilience, and ensure consistent alignment between the group and
Stonebridge Homes environments.
Joint Ventures This audit was undertaken in response to the increasing strategic use of JVs and their link
to the group’s principal risk relating to potential subsidiary underperformance. The audit
assessed the governance, risk management, oversight and operational controls applied
throughout the JV lifecycle, supported by interviews, document review and testing
across four live JVs: Origin, Rainham, Island and MVNE.
The review found that while processes were generally effective, improvements were
required to strengthen consistency and reduce risk. Two medium rated and two
low rated findings were identified, including the need to standardise due diligence
procedures, formalise JV checklists, clarify stakeholder roles and responsibilities, and
develop standardised contractual clauses. Management demonstrated good awareness
of these issues and has committed actions which will enhance the end to end JV
process, improve coordination between group and HBD teams, and embed lessons
learned from recent JV activity.
Business Continuity
Planning
(BCP)
A group wide internal audit was undertaken to assess the design and maturity of Henry
Boot’s BCP and Disaster Recovery Plan. The audit was commissioned due to the criticality
of these frameworks to the group’s operational resilience and the link to the principal risk
of a major business continuity incident.
The review covered business continuity, disaster recovery arrangements and supporting
policies across all business units, including Stonebridge Homes. It identified two medium
rated findings, concluding that while the BCP has been finalised, some elements – such as
KPIs, testing requirements, governance documentation and Business Impact Assessments
– require further development. Management demonstrated good awareness of the issues
and has plans in place to make improvements and continue testing during 2026.
Follow-up action
tracking
Twice a year, KPMG independently assesses the previously agreed internal audit actions to
allow the Committee to understand the level of progress made and provide comfort that
recommendations had been followed through. Where any deadlines had been extended,
KPMG reviewed whether there was a clear rationale for doing so.
The tracker document sits as a regular item on the Committee’s agenda so progress can
be monitored.
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
117
Audit and Risk Committee
report continued
Risk management and
internal control framework
After substantial developments
during 2024 to review and calibrate
the group’s risk assessment and
management reporting processes,
the Board held a dedicated session in
February 2025 to debate the updated
principal risks and the associated risk
heat map and to set priorities for the
year ahead. The new and emerging
risks were also discussed in the
Committee meeting that followed and
some minor changes agreed to the
group’s internal risk appetite. Details of
the key risks that the group faces, the
key controls in place to manage and
mitigate those risks, and the enhanced
system of risk management adopted
by the company is shown on pages
57 to 64.
The February session also dedicated
time to reflect on the current status of
the group’s internal control framework
and the assurance roadmap ahead
to deliver the director attestation for
31 December 2026. Throughout 2025,
the Committee noted progress at
every meeting, included a full mapping
of over 250 internal controls across the
businesses and group departments.
This had resulted in a more refined list
which the Committee debated and
then agreed upon a final list of material
controls. A formal testing plan is being
put in place for 2026 which will include
the material controls and will provide
robust evidence and assurances to
the Board to support the director
attestation. The Committee oversaw
the appointment of a new, internal
Risk and Compliance Officer who will
provide additional resource to support
this process.
Cybersecurity and AI
Cybersecurity is one of the group's
key risks (see loss of critical systems/
data risk on page 61) and continues
to be an area of focus for the
Committee. Its position on the heat
map was discussed and elevated
given the increasing threat of cyber
attacks. In February 2026, a session
was held with the Committee, the IT
senior leadership team and external
consultants, PwC, on cyber resilience
and readiness, and the Board’s role
in cyber governance and oversight.
It was a productive session which
prompted much debate and identified
a key list of actions for management
and the Committee to progress this
year. We will provide updates in next
year’s report.
The group has not been subject
to an information security breach
within the past three years (the last
incident having occurred in 2018),
and is accredited by Cyber Essentials
(IASME), an externally audited
certification recognised within the
security industry. We have cyber
insurance in place to mitigate financial
losses and liabilities resulting from
potential cyberattacks, data breaches
or other cybersecurity incidents.
The group mitigates these risks in
other ways too, through the annual
provision of detailed security
e-learning, supplemented by an AI-
powered human risk management
platform. This AI-powered platform
combines personalised, scalable
training with gamification to engage
our people and change behaviours
by focusing on real world threats and
measurable risk reduction. Where
training is not passed successfully,
we carry out additional, targeted
training, which sits alongside our suite
of information security policies and
protocols, which have been recently
updated in line with ISO27001
recommendations.
National Cyber Security Centre
(NCSC) and Centre for Internet
Security (CIS) frameworks are also
now being followed as part of our
cyber strategy to ensure that the
measures we have are in line with best
practice, and any investment in future
technologies is focused on where we
can add the most value and improve
our security posture.
Following the recommendations of
KPMG during the 2022 internal audit,
the group has put additional measures
in place, including: USB disablement;
multi-factor authentication for all
of our people and cloud systems;
procurement of new back-up
technologies; and data migrated from
on premise to cloud storage to help
visibility and cleansing exercises.
The Committee is also keenly
monitoring the group’s approach
to the adoption of AI, noting the
crossovers between this and data
hygiene, as well as data security and
cybersecurity issues. One of the
Committee actions arising out of the
performance review for 2026 is to
establish an AI governance framework
which we hope to progress over
the year.
Internal audit
effectiveness review
The Committee undertook a
performance review of the internal
auditor’s effectiveness at the July
2025 meeting. The review consisted
of questionnaires with each of the
Committee members and the sponsors
and main contacts for each of the
audits in that period. Under review was
their scope, expertise and resource,
responsiveness, clarity of reporting
and communication, value for money
and access to the Committee. KPMG
scored highly in most areas with
positive comments noted on their
professionalism and no major concerns
identified. The results were shared with
the internal auditor and feedback taken
on board. The Committee is satisfied
that the internal auditor is performing
to a high standard and adds value to
the business.
External audit
effectiveness review
The Committee also oversaw a
full review of the effectiveness of
the external auditor in July 2025,
which collated feedback from the
Committee, finance teams, subsidiary
MDs and other key stakeholders within
the group on the 2024 full year audit.
A detailed questionnaire sought views
on the external auditor’s understanding
of the business, engagement levels
of senior audit staff, how risks are
assessed, working relationships,
constructive challenge, audit planning
and hitting deadlines.
See more details on our principal risks
and how we manage them on page 57
henryboot.co.uk118
The survey results were very positive
and concluded that EY conducted a
thorough and comprehensive audit.
Strong scores were received in relation
to the audit plan identifying and
addressing areas of higher risk and the
open lines of communication with the
Committee. Feedback and suggestions
for enhancements to the process for
the 2025 audit were discussed in a
debrief meeting. The Committee is
confident that there are no concerns
that impact the quality of audit work or
audit opinion.
Independence of the
external auditor
In order to ensure the independence
of the external auditor, the Committee
monitors the non-audit services
provided by EY to the group, and has
adopted a policy on the provision of
non-audit services by the external
auditor with the objective that such
services do not compromise the
independence or objectivity of the
external auditor. Our External Auditor
Independence Policy was developed
to supplement our approach on
external auditor independence, and is
reviewed annually in line with FRC and
Code guidance.
The Committee is required to approve
services provided by the external
auditor in excess of £25,000. All
other services below this threshold
are also monitored to ensure that
the performance of regulatory
requirements is not impaired by the
provision of permissible non-audit
services. EY did not provide any non-
audit services to the group during the
year. Details of amounts paid to the
auditor for audit services are set out in
note 3 to the Financial Statements.
In accordance with best practice, the
company requires its external audit
partner to rotate every five years.
After five years with Victoria Venning,
we welcomed Paul Copland as the
statutory auditor signing the 2025
Audit Report. EY has been the group’s
auditor for five previous financial years,
having been appointed in February
2020 after a competitive tendering
exercise, and the first full financial year
of their audit services being 2020.
The Committee members meet
with the audit partner and other
members of the audit team without
management present to discuss any
potential areas of concern. There are
no issues to report in relation to this.
The Committee also reviews a letter
from the external auditor on an annual
basis outlining the measures taken to
ensure that its independence is not
compromised from their side. The
Committee reviews the safeguards and
policies in place to maintain a high level
of objectivity.
Following a review of all these
elements, the Committee is satisfied
that the independence and objectivity
of the external auditor is not impaired
and that the amount of non-audit fees
is at a level that does not compromise
the overall quality and rigour of the
work undertaken.
Extent to which external
auditor challenged
management
Following discussions earlier in the
year, a letter from EY to Stonebridge
Homes was shared with the
Committee in July 2025 which outlined
some areas for observation that EY
had identified during Stonebridge
Homes’s FY24 audit. This included a
number of reconciliation processes
and implementation issues with
new accounting software. The
Committee reviewed EY’s observation
and stressed to management the
importance of these issues being
addressed ahead of the FY25 audit.
The Committee has received updates
on remedial actions, all of which will be
closed by the end of this audit cycle.
The external auditor has provided
robust challenge in other areas across
the year, particularly around revenue
recognition, property valuations,
maturity of borrowings, house building
inventories, contract balances as well
as going concern and viability.
Significant issues
The Committee considered the following key accounting issues and matters of judgement in relation to the group’s Financial
Statements and disclosures. In addition to these disclosures, the Independent Auditor’s Report on pages 162 to 169 discusses
other key audit matters, which were also considered by the Committee.
Focus Matters considered Committee outcome
Valuation of
investment
properties
The investment property portfolio accounts for a large
proportion of the group assets and the assessment is
subject to a degree of judgement and assumptions.
In line with our accounting policy, completed
investment properties are held at fair value. Other than
houses, the portfolio is valued twice a year by external,
independent valuers. Assets under construction
are valued by management at fair value using the
residual method.
The Committee critically reviewed the
valuations and any key movements
during the year. Having discussed the
valuations during the meeting and
considered EY’s independent valuations,
the Committee was comfortable with
the values adopted.
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
119
Audit and Risk Committee
report continued
Approved by the Board and signed on its behalf by
Talita Ferreira
Chair of the Audit and Risk Committee
14 April 2026
Focus Matters considered Committee outcome
Valuation of
housebuilder
inventories
and profit
recognition
Inventories are stated at the lower of cost and net
realisable value.
Inventories comprise all the direct costs incurred in
bringing the individual inventories to their present
state at the reporting date, less the value of any
impairment losses.
Net realisable value of inventories is determined
by reference to expected future sales, value, and
costs to complete assumptions, which are subject
to estimation.
During the year, the Committee has
overseen resource changes in the
Stonebridge Homes’ finance team and
instigated a programme to strengthen
controls in response to EY’s observations
from the FY24 audit. Following
discussions with EY on the improved
internal processes and EY’s thorough
testing programme, the Committee was
satisfied that the carrying values are
appropriate.
Valuation
of contract
balances and
associated
revenue
and profit
recognition
As explained more fully in our accounting
policy on construction contracts on page 177, a
significant element of turnover is attributable to
construction contracts.
Contract costs and revenues may be affected by a
number of uncertainties that are dependent on the
outcome of future events and, therefore, estimates
may need to be revised as events unfold and
uncertainties are resolved.
During the year, the Committee
examined the judgements and
methodologies applied to uncertainties,
reviewed the sensitivity analysis around
the future costs on construction
contracts and agreed that the valuation
of contract balances and associated
revenue are not materially misstated.
The Committee was made aware of
an observation to present the group’s
main borrowing facility as a non-
current liability in accordance with IAS
1 Presentation of Financial Statements.
Previously, these borrowings had
been stated as current liabilities
based on contractual maturity but a
review had suggested they should
be presented as non-current as, at
the reporting date, the group had the
right to defer settlement of the liability
for at least twelve months after the
reporting date. The Committee, along
with management, supported this
observation and agreed to restate
comparative information from the
prior year. The definitions of capital
employed and ROCE have also been
revised to make the adjustments clear.
The group has prepared the
consolidated Financial Statements
in accordance with UK-adopted
International Accounting Standards.
They have been prepared on the
historical cost basis, except for
financial instruments, investment
properties and group-occupied land
and buildings, which are measured at
fair value.
The Committee is satisfied that this
basis of preparation is appropriate
given the nature of the group and
its activities.
Tax arrangements
The Committee also reviewed the
group’s tax strategy and arrangements
during the year. Deloitte provided the
corporation taxation services for the
year ended 31 December 2025.
Terms of Reference
In early 2025, the Committee reviewed
its Terms of Reference in line with
the scope of its operations, and the
requirements of the Code, to ensure
that they remained appropriate and,
in particular, that they complied with
the requirements of the FRC’s Audit
Committees and the External Audit:
Minimum Standard. The updated
Terms of Reference are available on the
company’s website.
henryboot.co.uk120
Corporate governance
statement
Compliance statement
During 2025, the company has been
subject to compliance with the
2024 UK Corporate Governance
Code (the Code).
Principles
The company has complied with all
the principles of the Code for the year
ended 31 December 2025. Details on
how we have applied the principles in
a way that feels authentic for Henry
Boot are demonstrated throughout
the Annual Report, particularly in the
sections shown below.
1
Board leadership and company purpose
A
Long term sustainable success Pages 92–93, 98–101, 85–89,
27–32, 20–21
B
Purpose, values, strategy and culture Pages 02–03, 27–32, 108–109
C
Governance reporting Pages 100–101, 104–105, 122
D
Stakeholder engagement Pages 85–89, 106–107
E
Workforce policies and practices Pages 35–39, 108
1 2
Division of responsibilities
F
Chair role Pages 92, 98–99, 125
G
Independence Pages 92–93, 128, 102–103
H
Non-executive Directors Pages 92–93, 128
I
Processes and resources Page 128
2 3
Composition, succession and evaluation
J
Succession planning and appointments Pages 124–128
K
Skills, experience and knowledge Pages 92–93, 97, 128
L
Annual evaluation Pages 110–115, 128
3 4
Audit, risk and internal control
M
Internal and external audit Pages 116–120, 57–58
N
Fair, balanced and understandable assessment Pages 16–89, 159
O
Risk management and internal control framework Pages 57–64, 116–120
4 5
Remuneration
P
Link to long term strategy and values Pages 134–151
2023 Annual Report pages 123–130
Q
Remuneration Policy Pages 139–140
2023 Annual Report pages 123–130
R
Independent judgement and discretion Pages 134, 141–151
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
121
Provisions
As in previous years, there are some
instances where the company has
chosen to take advantage of the
flexibility offered with the ‘comply
or explain’ rule when applying
certain provisions.
Given our 140-year history as a family
business and as a FTSE SmallCap
company, we have adopted alternative
solutions to the provisions where we
believe this is appropriate. The Code
recognises that good governance can
be achieved by other means and the
Board believes the approach we have
taken is the most appropriate for the
company and its shareholders while
remaining consistent with the spirit
of the Code. Set out below are some
provisions where we have deviated
from the Code.
Corporate governance
statement continued
Provision Commentary
Timeframe to
compliance
11
As described in last year’s Nomination Committee Report on page 123, the Board’s
intention was to recruit a new independent Non-executive Director in summer 2024,
when Joanne Lake and Gerald Jennings stepped down from the Board having served
for nine years.
The initial recruitment process took a pivot to focus on candidates with
housebuilding experience in light of the Stonebridge Homes acquisition. This
resulted in a new independent Non-executive Director, Earl Sibley, only joining from
1 April 2025. For 2025, during the period between 1 January to 31 March, excluding
the Chair, there were three non-independent and only two independent Board
members, however this has now been rectified.
Resolved
1 April 2026.
17
Due to the reasons mentioned above, between 1 January and 31 March 2025, there
were two independent and two non-independent Nomination Committee members.
A majority of independent Non-executive Directors was restored when Earl Sibley
joined the Committee.
Resolved
1 April 2026.
19
Peter Mawson reached his nine-year tenure as Chair on 1 October 2024. He was
an existing Non-executive Director when appointed and, as previously disclosed,
we expect that Peter will remain as Chair to oversee the integration of Stonebridge
Homes to provide consistency over this period. The Board has determined that
Peter remains an excellent Chair, who demonstrates objective judgement and adds
significant value to the company.
Chair recruitment
expected to
commence within
the next four
years.
20
As previously explained, an external search consultancy was not used for the
appointment of Peter Mawson as Chair. The Board’s preference at the time was
to appoint one of its existing independent Non-executive Directors into the role to
ensure consistency after a period where the last Chair, a Boot family member, served
on the Board for almost 37 years. External recruitment agencies have been used for
all other recent appointments. The method of recruitment for the next Chair is still to
be determined.
Executive
Director and
Non-executive
Director roles
are compliant.
The method for
the next Chair
appointment is
still TBC.
henryboot.co.uk122
Provision Commentary
Timeframe to
compliance
21
As a FTSE SmallCap company, the Chair should now commission a regularly
externally facilitated board performance review - this is not something we have
done recently. In 2026, the Board is undergoing a development programme with
support from external providers (see more on page 125). We expect to undertake an
externally facilitated review in 2027 when the most recent Non-executive Directors
are more embedded and the Board has benefited from the development work
over 2026.
31 December
2027.
29
Provision 29 which relates to the enhanced risk management and internal control
framework applies from 1 January 2026 and therefore we are not reporting on this
for the 2025 financial year but will do so in next year’s report.
The 2026
financial year.
32
Peter Mawson, who was independent on appointment but is now deemed non-
independent, remained as a Remuneration Committee member until Earl Sibley
joined on 1 April 2025. Therefore, during 1 January to 31 March 2025, we were not
compliant with this provision.
Resolved
1 April 2026.
DTR 7. 2.8A
The Board’s Diversity Policy, including its objectives, how these have been
implemented and the results is reported on pages 126 to 127.
20% vote against – AGM
At the AGM in 2025, no resolution proposed received more than 20% of
the vote against it.
Approved by the Board and signed on its behalf by
Jaimie Read
Company Secretary
14 April 2026
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
123
Nomination Committee
report
Our ongoing conversations on Board
and ExCo succession over recent years
enabled the Committee to make considered
and informed decisions on the skills and
experience required to support the group’s
future strategy.”
Peter Mawson
Chair of the Nomination Committee
Review of the year
The Nomination Committee (the
Committee) met three times during
2025 and oversaw a variety of matters.
This included the appointment of a
new Non-executive Director, a new
MD for Hallam Land and various
ExCo and senior leadership changes
as a result of our Future Ways of
Working programme. Our ongoing
conversations on Board and ExCo
succession over recent years enabled
the Committee to make considered
and informed decisions on the skills
and experience required to support the
group’s future strategy.
Diversity remains a key priority, and
we continue to undertake recruitment
processes with our Board Diversity
Policy targets in mind. Our forthcoming
Responsible Business Strategy outlines
key diversity targets and initiatives
that we want to achieve by 2030 to
encourage a more diverse workforce
and leadership team.
During the year, we spent time
discussing Board development and
agreeing an approach for 2026 which
aims to drive high performance
and maximise value added in the
boardroom. Linked to this, we
considered ExCo development and
how the two initiatives should
complement each other.
More details of 2025’s activity can
be found below. Those serving as
members of the Committee for the
year were myself, Talita Ferreira,
Serena Lang and James Sykes with
Earl Sibley joining us from 1 April 2025.
On behalf of the Board and the
Committee, I am pleased to
present the Directors’ Nomination
Committee Report for the year ended
31 December 2025.
Other Committee members:
Talita Ferreira
Serena Lang
Earl Sibley (from 1 April 2025)
James Sykes
2025 Key achievements:
• Approved the appointment
of Non-executive Director,
Earl Sibley
• Approved a host of executive
appointments including a
new MD for Hallam Land, the
creation of a COO role and a
new Company Secretary
• Oversaw a refreshed approach
to executive succession planning
and talent management
• Agreed a programme of Board
development for 2026
Areas of focus in 2026:
• Strengthen development plans
for key individuals in executive
succession planning
• Oversee a campaign to update
employee personal data to
support compliance with
forthcoming legislation and to
support monitoring of diversity
targets
• Prepare for external
performance review in 2027
• Undertake Board development
programme
henryboot.co.uk124
Non-executive Director
appointment
For our latest Non-executive Director
appointment, we engaged an external
recruitment partner, Warren Partners,
to lead the process. Recruitment
activity commenced in H1 2024;
however, during this initial search, the
Committee took the decision to pivot
its focus on candidates with volume
housebuilder expertise in light of the
developing acquisition of Stonebridge
Homes. Warren Partners were briefed
on our requirements and asked to act
in line with our Board Diversity Policy
(shown on pages 126 to 127). A range of
candidates from diverse backgrounds
was present on the long list and
interview stages. The Board will
continue to pursue making progress
on its diversity targets during future
appointment processes.
The recruitment exercise concluded
in Q1 2025 with Earl joining the Board
from 1 April 2025. Earl has added
significant value to our group over the
past twelve months.
Board and Chair
succession
The Committee reviewed Board
succession plans for each director,
taking into account their respective
lengths of service amongst other
matters. Hypothetical scenarios were
discussed to ensure the Committee
is proactively considering possible
future requirements.
The Committee is fully supportive
that I remain as Chair past the nine-
year tenure period, which I reached
in October 2024. As reported in
previous years, it is not yet known
exactly how long this will continue for,
but it is envisaged that I will remain
in post until the conclusion of the
Stonebridge Homes acquisition in
2030. This is to ensure consistency
of approach and oversight of the
integration into the wider portfolio
of businesses. We will agree nearer
the time whether the successor will
be chosen from the existing group of
Non-executive Directors or whether
an external recruitment exercise will
be commissioned.
ExCo Succession and
Future Ways of Working
(FWoW)
Over the summer, we undertook a
search process in partnership with
external recruiters, Page Executive,
to appoint a new MD for Hallam
Land. Page Executive undertook a full
market mapping exercise to identify
possible candidates externally, to be
consideration alongside a number
of internal candidates. Following a
thorough assessment and interview
process, Iain MacSween was
recommended by the Committee
for the MD role and to become a key
member of ExCo. The Committee
was encouraged by the strong pool
of internal and external candidates
which included male and female
representation.
In September, the Committee
considered a revised and more
sophisticated approach to talent
management and succession planning
for ExCo members. The Committee
discussed where gaps had been
identified, how to mitigate risks and
development plans for key individuals.
EDI initiatives to encourage more
diverse representation throughout the
business are discussed in connection
with the Responsible Business
Committee who establish goals and
processes to drive progress through
the Responsible Business Strategy.
In response to the changing
composition of the group, the FWoW
programme was established to
strengthen our agility, resilience and
responsiveness whilst efficiently
managing the cost base and improving
the sharing of expertise and resources
between Henry Boot's businesses. This
led to changes within ExCo and the
group functions which were discussed
and approved by the Nomination
Committee, based on the knowledge
of the individuals and the skills and
expertise that would be required
to support the next phase of the
group strategy.
Board Development
and Skills Matrix
In December 2025, the Committee
discussed a programme of Board
development work and agreed the
scope, goals, timeline and external
providers. Having welcomed three
new Non-executive Directors in recent
years, the development is designed
to drive high performance, facilitate
group effectiveness and deliver
“value add” to boardroom decisions.
Diagnostic assessments have already
been carried out in early 2026, along
with a Board observation at the
February meeting, with the intention
of increasing self-awareness and
exploring group level dynamics.
Further sessions are planned for the
rest of the year to discuss the results
and embed the development. Some
sessions will also involve ExCo who
have been on a similar development
journey through a specialised
programme. Both programmes will
align thought leadership, language
and principles to support the business
to deliver its strategic aims. It is
expected that an externally facilitated
performance review will follow
during 2027.
The Committee has also recently
approved an updated skills matrix
assessment which is based on the
Institute of Directors’ framework. The
results are currently being gathered
and monitored and will be shared in
next year’s report. The Chair and the
Committee will address any areas for
improvement through an upskilling
programme with targeted sessions,
information and support.
Board Diversity Policy
The Committee reviewed the Board
Diversity Policy in September, which is
aligned to the recommendations of the
Hampton-Alexander Review regarding
gender diversity on boards, and the
Parker Review on ethnic minority board
representation, as well as reflecting the
targets stated in the UK Listing Rules.
The full policy is available to view at
henryboot.co.uk/our-responsibility.
The Committee ensured that the
objectives set out within the Board
Diversity Policy were incorporated into
the recruitment activity undertaken
over the year.
We are committed to improving our
position on Board diversity when
opportunities arise. It is recognised that
there will be periods of change on the
Board and that these objectives may be
reliant upon the Board being refreshed;
however, it is our longer-term intention
to achieve these objectives. The
Board and Nomination Committee
also considers the skills and diversity
of the current directors and the wider
group when seeking to appoint a new
director to the Board.
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
125
1
2
3
4
5
7
8
9
6
Nomination Committee
report continued
Objective
Progress against objective Status
The Board will ensure that it is made up of an appropriate mix of skills, experience and knowledge required
to effectively oversee and support the management of the group.
Detailed review of effectiveness undertaken confirming that the Board is adequately resourced and
performing well.
The appointment of Earl has added housebuilding experience to the Board, something which was
identified as a gap last year.
The Board has set a target to meet the objective of the Hampton Alexander Review, in that at least 40%
of our Board members are women.
Female Board representation stands at 29%.
At least 40% female representation remains our goal and we will continue to ensure that our
recruitment processes prioritise gender diversity in our long and shortlists.
We are fully committed to achieving and exceeding this goal with future Non-executive Director
succession planning and group-wide diversity initiatives.
In addition, the Board shall have as its objective that at least one of the four senior Board positions
(Chair, Chief Executive Officer (CEO), Chief Financial Officer (CFO) or Senior Independent Director (SID))
shall be a woman, as per the UK Listing Rules objective.
The role of Senior Independent Director is held by Serena Lang.
The Board has set a target to meet the objectives of the Parker Review for at least one Board member to
be from an ethnic minority background excluding white ethnic groups (as set out in categories used by the
Office for National Statistics).
We currently have no members on the Board from an ethnic minority background. We will continue
consider this over future rounds of recruitment and by progressing internal EDI initiatives.
The Board will consider candidates for appointment as Non-executive Directors from a wider pool,
including those with little or no previous FTSE Board experience.
We have consciously worked with our recruitment partners to ensure that our briefs for Non-executive
Director appointments encourage diverse candidates, in particular those without previous FTSE Board
experience, which has been represented in our candidate pool. We will continue to ensure that previous
FTSE experience is not a specified requirement in future recruitment rounds in order to attract a
broad number of applicants.
The Board will work with external recruitment consultants to provide support for Board appointments and
will ensure that Non-executive Director longlists include both women and candidates from an ethnic minority
background excluding white ethnic groups.
We have continued to appoint external recruitment partners to work with us on our latest Non-
executive Director appointment which spanned 2024 and 2025. This resulted in individuals from diverse
backgrounds on the longlist.
As previously disclosed, we did not engage an external recruiter for the appointment of Peter Mawson
in 2022. This was a considered decision to prioritise the continuity of the Board after Jamie Boot, a major
shareholder and Boot family member, retired as a director after almost 37 years’ service.
The Board (in conjunction with the Committee and the Responsible Business Committee) will support and
monitor group activities to increase the percentage of senior management roles held by women and other
underrepresented groups. Activities may include the hiring of diverse external senior managers and internal
promotion activity, but also continued emphasis on developing a diverse talent pipeline and entry level
recruitment to support this objective long term.*
The Board has recently reviewed the new Responsible Business Strategy. The strategy establishes five
priorities; one of which is to “recruit, retain, and progress diverse talented people”. Behind this priority sits
proposed targets to achieve by 2030 including refreshing our EDI strategy (utilising updated workforce
data), developing mentoring programmes, and inclusive recruitment training for hiring managers.
The Board and its committees will monitor activities and champion diversity initiatives.
While there is still more to do in this area, our intention is to develop a diverse pipeline of talent across
all levels in the group.
The Committee (together with the Responsible Business Committee), on behalf of the Board, will monitor,
challenge and support internally set targets for diversity and inclusion at all levels across the organisation.
The Responsible Business Committee and the Board will monitor the targets referenced above
from the Responsible Business Strategy.
The annual corporate objectives also include people-related targets including diversity. Performance
against these objectives is discussed at every Board meeting as part of the CEO’s Report.
The Committee (together with the Responsible Business Committee), on behalf of the Board, will report
annually against these objectives and other initiatives taking place within the company that promote gender
and other forms of diversity.
We have improved disclosure of progress against our targets for this year. Activities may include the
hiring of diverse external senior managers and internal promotion activity, but also a continued emphasis
on a diverse pipeline and graduate and apprentice recruitment to support this objective long term.
* The gender balance of those in senior management positions is shown on page 37.
You can read more about our EDI strategy and workforce diversity initiatives on page 37.
henryboot.co.uk126
Objective
Progress against objective Status
The Board will ensure that it is made up of an appropriate mix of skills, experience and knowledge required
to effectively oversee and support the management of the group.
Detailed review of effectiveness undertaken confirming that the Board is adequately resourced and
performing well.
The appointment of Earl has added housebuilding experience to the Board, something which was
identified as a gap last year.
The Board has set a target to meet the objective of the Hampton Alexander Review, in that at least 40%
of our Board members are women.
Female Board representation stands at 29%.
At least 40% female representation remains our goal and we will continue to ensure that our
recruitment processes prioritise gender diversity in our long and shortlists.
We are fully committed to achieving and exceeding this goal with future Non-executive Director
succession planning and group-wide diversity initiatives.
In addition, the Board shall have as its objective that at least one of the four senior Board positions
(Chair, Chief Executive Officer (CEO), Chief Financial Officer (CFO) or Senior Independent Director (SID))
shall be a woman, as per the UK Listing Rules objective.
The role of Senior Independent Director is held by Serena Lang.
The Board has set a target to meet the objectives of the Parker Review for at least one Board member to
be from an ethnic minority background excluding white ethnic groups (as set out in categories used by the
Office for National Statistics).
We currently have no members on the Board from an ethnic minority background. We will continue
consider this over future rounds of recruitment and by progressing internal EDI initiatives.
The Board will consider candidates for appointment as Non-executive Directors from a wider pool,
including those with little or no previous FTSE Board experience.
We have consciously worked with our recruitment partners to ensure that our briefs for Non-executive
Director appointments encourage diverse candidates, in particular those without previous FTSE Board
experience, which has been represented in our candidate pool. We will continue to ensure that previous
FTSE experience is not a specified requirement in future recruitment rounds in order to attract a
broad number of applicants.
The Board will work with external recruitment consultants to provide support for Board appointments and
will ensure that Non-executive Director longlists include both women and candidates from an ethnic minority
background excluding white ethnic groups.
We have continued to appoint external recruitment partners to work with us on our latest Non-
executive Director appointment which spanned 2024 and 2025. This resulted in individuals from diverse
backgrounds on the longlist.
As previously disclosed, we did not engage an external recruiter for the appointment of Peter Mawson
in 2022. This was a considered decision to prioritise the continuity of the Board after Jamie Boot, a major
shareholder and Boot family member, retired as a director after almost 37 years’ service.
The Board (in conjunction with the Committee and the Responsible Business Committee) will support and
monitor group activities to increase the percentage of senior management roles held by women and other
underrepresented groups. Activities may include the hiring of diverse external senior managers and internal
promotion activity, but also continued emphasis on developing a diverse talent pipeline and entry level
recruitment to support this objective long term.*
The Board has recently reviewed the new Responsible Business Strategy. The strategy establishes five
priorities; one of which is to “recruit, retain, and progress diverse talented people”. Behind this priority sits
proposed targets to achieve by 2030 including refreshing our EDI strategy (utilising updated workforce
data), developing mentoring programmes, and inclusive recruitment training for hiring managers.
The Board and its committees will monitor activities and champion diversity initiatives.
While there is still more to do in this area, our intention is to develop a diverse pipeline of talent across
all levels in the group.
The Committee (together with the Responsible Business Committee), on behalf of the Board, will monitor,
challenge and support internally set targets for diversity and inclusion at all levels across the organisation.
The Responsible Business Committee and the Board will monitor the targets referenced above
from the Responsible Business Strategy.
The annual corporate objectives also include people-related targets including diversity. Performance
against these objectives is discussed at every Board meeting as part of the CEO’s Report.
The Committee (together with the Responsible Business Committee), on behalf of the Board, will report
annually against these objectives and other initiatives taking place within the company that promote gender
and other forms of diversity.
We have improved disclosure of progress against our targets for this year. Activities may include the
hiring of diverse external senior managers and internal promotion activity, but also a continued emphasis
on a diverse pipeline and graduate and apprentice recruitment to support this objective long term.
* The gender balance of those in senior management positions is shown on page 37.
You can read more about our EDI strategy and workforce diversity initiatives on page 37.
Objective achieved Objective achieved in part Objective remains a work in progress
Key:
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
127
Nomination Committee
report continued
Board diversity disclosures
In accordance with the UK Listing Rules, the disclosures relating to gender identity and ethnic background are set out in
the table below as at 31 December 2025. The company has not met the targets relating to having 40% of women on the
Board and at least one director from a minority ethnic background. Commentary on why these targets have not been met is
included above in the Board Diversity Policy table. The information below was collected by members of the Board and ExCo
selecting which of the categories they identified as. We have chosen 31 December as the reference date to ensure that the
date falls within the relevant accounting period.
Number
of Board
members
Percentage
of the Board
Number of senior
positions on the
Board (CEO, CFO,
SID and Chair)
Number in
executive
management
Percentage
of executive
management
Men 5 71% 3 6 86%
Women 2 29% 1 1 14%
Not specified/prefer not to say – – – – –
Board composition and
independence
The governance structures in place are
designed to reflect the individuality
of the Company and the composition
of both its institutional and individual
shareholders, many of whom have
family ties to the Company. The Board
believes it has an appropriate balance
of Executive and Non-executive
Directors, and independent and non-
independent Directors, having regard
to the size and nature of the business.
The Company values its independent
Non-executive Directors who provide
objective advice, expertise and
challenge the executive team. Their
diverse backgrounds in various sectors
and knowledge of the wider business
environment are critical when it comes
to strategy development. The Non-
executive Directors meet without the
Executive Directors present, usually
the evening before the Board meetings
and on other occasions throughout
the year.
James Sykes is classed as non-
independent, having been appointed to
represent the substantial shareholdings
of the Reis family interests (see page
154). Peter Mawson is also classed as
non-independent having served more
than nine years on the Board, you can
read more about our Chair succession
plans on page 125. During our annual
review, the Committee did note that
Earl Sibley had provided support to
Stonebridge Homes Interim MD, Ed
Hutchinson, totalling 8 days across
December 2025 – January 2026. He
received additional, non-performance-
related remuneration on a day rate
basis. As the additional support was for
a limited period which has concluded,
and was seen as him carrying out his
Non-executive Director duties albeit on
a more regular basis, the Committee
determined Earl to be independent.
Talita Ferreira and Serena Lang are also
independent Non-executive Directors.
Board effectiveness and
time commitment
The Committee reviewed the following
matters in detail:
• Independence
• Diversity
• Skills, experience and knowledge
• Director tenure
• Other time commitments for each
Director
The Committee also examined
the results of the Chair, individual,
Board and committee performance
reviews (see pages 110 to 115 for
more information). Following the
review, I can confirm on behalf of the
Committee and the Board that the
performance of the Directors, the
Board and its committees continue
to be effective and that all individuals
bring expertise and enthusiasm to their
roles. All directors will seek re-election
at the upcoming AGM – biographies
are shown on pages 92 to 93 – and a
further summary of Board roles and
responsibilities can be found on our
website at henryboot.co.uk.
Terms of Reference
In September, the Committee
reviewed its Terms of Reference in
line with the scope of its operations,
and the requirements of the Code, to
ensure that they remained appropriate.
Some minor amendments were
proposed and approved. The full Terms
of Reference are available to view on
the company’s website.
Peter Mawson
Chair of the Nomination Committee
14 April 2026
henryboot.co.uk128
Other Committee members:
Peter Mawson
James Sykes
Talita Ferreira
Tim Roberts
Darren Littlewood
Earl Sibley (from 1 April 2025)
Responsible Business
Committee report
Review of the year
In 2025, the Responsible Business
Committee (the Committee) met
three times, providing oversight and
leadership on the company’s strategic
approach to, and performance on, all
responsible business practices. The
Committee’s responsibilities include
independent review and challenge
of progress against the Responsible
Business Strategy and support for the
effective integration of ESG priorities
into the group’s operations.
During the year, the Committee
oversaw the final phase of delivery of
the group’s 2022-2025 Responsible
Business Strategy. The Committee also
reviewed the initial planning stages for
development of the next iteration of
the strategy, ensuring alignment with
evolving regulatory expectations.
Those serving as members of the
Committee during the year were
myself, Peter Mawson, James Sykes,
Talita Ferreira, Earl Sibley, Tim
Roberts and Darren Littlewood. Earl
Sibley joined the Committee from
1 April 2025, following his appointment
to the Board.
On behalf of the Board and the
Committee, as Chair of the
Committee, I am pleased to present
The environmental landscape and socio-
economic issues we face today require a
dierent response than they did even ve
years ago. But what hasn't changed is our
belief that businesses have a responsibility
beyond commercial gain – to our people,
to the communities we work in, and to the
environments we shape.”
Serena Lang
Chair of the Responsible Business Committee
2025 Key achievements:
• Oversaw and monitored ongoing
development of the EDI Working
Group and employee networks,
supporting the Board’s oversight
of culture, inclusion, and
employee engagement.
• Reviewed and provided
oversight of management’s
delivery of the Climate Change
Framework, including progress
against decarbonisation
initiatives and actions to
strengthen climate resilience, in
support of the group’s long-term
sustainability.
• Advised the Board and provided
constructive challenge on
the development of the next
Responsible Business Strategy,
ensuring alignment with the
group’s purpose, values, and
long-term stakeholder interests.
• Promoted effective stakeholder
engagement by supporting
participation in external
partnerships, including BITC,
Crisis, and Homewards,
reinforcing the group’s
commitment to responsible
business practices and
community impact.
Areas of focus in 2026:
• Overseeing the launch and
implementation of phase 3
of the Responsible Business
Strategy.
• Overseeing and supporting the
development of the Climate
Transition Plan.
• Supporting further integration of
Stonebridge Homes into Henry
Boot with aligning responsible
business priorities.
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
129
the Directors’ Responsible Business
Committee Report for the year ended
31 December 2025.
Responsible Business
Strategy
2025 marked the final year of the
group’s 2022-2025 Responsible
Business Strategy, a framework that
has guided our ESG priorities and long
term responsible business ambitions
over the past four years. Each year,
the Strategy is embedded through a
group Responsible Business Plan, with
subsidiary businesses developing their
own Plans to translate group-wide
goals into business-specific actions.
These Plans set out annual milestones,
provide clarity and accountability
for delivery, and ensure a consistent
approach to embedding responsible
business through the group. Progress is
monitored by ExCo, the ESG Steering
Group, and the Responsible Business
Manager, with regular reporting to the
Committee.
In anticipation of the conclusion of the
2022-2025 cycle, the Committee also
oversaw the development of the next
iteration of the Responsible Business
Strategy. This included:
• Commissioning benchmarking
and stakeholder engagement to
compare the group’s approach to
market peers and sector leaders;
• Reviewing proposals for
engagement with colleagues,
leaders, and external stakeholders
to develop the new Strategy;
• Supporting the integration of the
group’s maturing Climate Change
Framework.
The Committee was satisfied that the
organisation remained focused on
strengthening its responsible business
performance while preparing the
foundations for the next strategic cycle.
Responsible Business
Committee report continued
Case study
Board led engagement with community partners
In July, the Board took part in a
dedicated responsible business
away day in London, designed
to strengthen its understanding
of the social impact of the
group’s activities and to inform
the development of the next
Responsible Business Strategy.
The programme brought together
Board members, senior management,
and external partners working across
placemaking, community investment,
and homelessness, focussing on
giving the Board direct exposure to
how responsible business priorities
are delivered on the ground and
how insight from partners can shape
commercial decision-making.
The day opened with a session
at BITC’s London headquarters,
where the Board met with the senior
leadership team to explore their Place
programme and the role businesses
can play in embedding social value
into placemaking. The discussion
focused on how community
engagement, skills development, and
local partnerships can be integrated
into development activity from the
earliest stages, reinforcing the link
between long term social value and
commercial success.
This engagement supported the
Committee’s wider work during the
year to promote effective stakeholder
engagement and ensure that external
insight informs strategy development
and oversight.
Addressing homelessness
through sector collaboration
Homelessness remains a priority
issue within the group’s responsible
business activity, aligning with our
Purpose and our responsibility to
support our communities.
At the away day, the Board visited
Crisis’ Skylight centre in London,
meeting with the Crisis’ senior
leadership team and hearing directly
from colleagues working on the
frontline of the homelessness
response. The visit provided practical
insight into the challenges faced by
people experiencing homelessness
and the impact of early intervention,
tailored support, and cross-sector
collaboration.
The visit was followed by a property
sector event, co-hosted with
Crisis, bringing together industry
partners to explore what the sector
can do collectively to support
the Homelessness Alliance. The
discussion reinforced the value of
collaboration and shared learning
in addressing complex societal
challenges that cannot be solved by
individual organisations acting alone.
Learnings from this engagement
informed the Committee’s review
of community partnerships during
the year and was endorsed for
incorporation into the next iteration
of the Responsible Business
Strategy, under the Places pillar.
The Committee continues to oversee
the group’s national partnership with
Crisis, ensuring that engagement
remains focused on areas where the
group can add the greatest value.
Keeping strategy grounded in
lived experience
Across all elements of the away
day, a consistent theme emerged
around the importance of listening
and learning from those closest
to the issues the group seeks to
address. Direct engagement with
community partners and sector
experts provided the Board with a
deeper understanding of the real-
world impact of its decisions and
reinforced the need for responsible
business priorities to be both focused
and actionable.
This approach supports the
Committee’s role in providing
oversight and challenge, ensuring
that responsible business activity
remains aligned with the group’s
purpose, values, and long term
stakeholder interests.
henryboot.co.uk130
Other significant issues considered
Focus Matters considered Committee outcome
Culture, leadership responsibility,
and training needs
The Committee discussed the varying
levels of cultural influence across
ExCo, explored whether culture is
consistently promoted across the
group, and identified a need for clearer
cultural ownership. Members also
requested continued ESG-related
training.
It was agreed that further clarity
on cultural leadership roles would
support the new strategy and that
ongoing training and development
for Committee members would be
scheduled.
Climate Change Framework Updates were received on climate
scenario modelling, fleet transition,
subsidiary engagement and the need
for more robust data to support
decarbonisation pathway modelling.
The Committee endorsed, annual
stress-testing, and development of
a more detailed and commercially
aligned decarbonisation plan for
inclusion in the next strategy cycle.
Stakeholder engagement and
investor expectations
The Committee discussed engagement
with MDs, identification of key external
contacts, strengthening investor
ESG engagement, and incorporating
external insights into strategy planning.
The Committee requested targeted
1:1 MD interviews, improved investor
outreach, and circulation of relevant
external materials. These actions
were added to the Forward Business
Schedule.
Community partnerships and
impact initiatives
Members reviewed progress with
community initiatives, including
engaging with BITC on strategic
placemaking, supporting the
Homewards programme, and attending
a property sector homelessness
workshop delivered with Crisis.
The Committee endorsed continued
involvement and requested that insight
gained from community partners
informs the next strategy, particularly
under the Places pillar.
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
131
Responsibilities of senior leaders and management
Senior leader Membership Summary of role
Chief Executive
Officer
Board
Responsible Business Committee
ESG Steering Group
ExCo
The Chief Executive Officer assumes overall responsibility
for the delivery of the group’s Responsible Business
Strategy and responsible business performance.
Chief Financial
Officer
Board
Responsible Business Committee
ESG Steering Group
ExCo
The Chief Financial Officer supports the Chief Executive
Officer to monitor and lead the group’s responsible
business performance and to embed ESG within
commercial decision making.
Responsible
Business Manager
Responsible Business Committee
(attendee)
ESG Steering Group
ExCo (attendee)
EDI Working Group
Climate Working Group
The Responsible Business Manager:
• is responsible for preparing the Responsible Business
Strategy and annual Responsible Business Plans,
monitoring the group’s performance against the
Strategy/Plans and routinely updating ExCo and the
Responsible Business Committee;
• assumes responsibility for ensuring that working groups
such as those discussing EDI, health and wellbeing,
climate change and charitable giving are functioning and
operating with good governance; and
• assists with preparation of the group’s TCFD report.
Chief Operating
Officer
Responsible Business Committee
(attendee)
ESG Steering Group
The Chief Operating Officer:
• is responsible for supporting data-led processes
that enable the integrated strategic framework to
demonstrate value.
• aligns responsible business with the outputs of other
central functions.
• scrutinises and guides on risk identification and
mitigation.
People Director ExCo
EDI Working Group
ESG Steering Group
Responsible Business Committee
(attendee)
The People Director is an Executive Sponsor for the
People pillar of the Responsible Business Strategy,
assumes responsibility for overseeing the alignment of
the Responsible Business Strategy with the group People
Strategy, and leads on emerging talent and health and
wellbeing.
Managing
Directors
ExCo The MDs all advise on the group’s strategic approach to
ESG and assume responsibility for the responsible business
performance for their respective businesses.
Responsible Business
Committee report continued
henryboot.co.uk132
Terms of Reference
During 2025, the Committee reviewed its Terms of Reference in line with the scope of its operations and key areas of focus
to ensure that they remained appropriate; minor amendments were approved. The Terms of Reference are available on the
company’s website.
Serena Lang
Chair of the Responsible Business Committee
14 April 2026
Ultimate responsibility to approve and
oversee:
• delivery of ESG targets in Responsible
Business Strategy;
• risk management framework; and
• sets and adjusts the Strategy and
overall budget.
Board
Reviews and approves overall Responsible
Business Strategy and all linked policies
and frameworks, including Climate Change
Framework, EDI strategy, charitable giving
and volunteering – plus achievement.
Responsible Business
Committee
• Oversees deliverables; and
• Endorses the approach on Strategy,
policies etc.
Executive Committee
• Delivery of subsidiary-specific ESG
targets; and
• Contribution to working groups and
committees.
Subsidiaries
Key
Delegating
Reporting
Proposing
Remuneration
Committee
Oversees alignment of
remuneration objectives
with ESG targets.
Audit and Risk
Committee
Audit oversight of
ESG delivery setting
and monitoring risk
management.
Nomination
Committee
Sets Board diversity
policy.
ESG Steering group
Initial development
and review of all ESG-
related items for the
Responsible Business
Committee including
strategy, frameworks
and policies.
Community
Investment
Committee’
Oversees the application
of the group’s
community investment
programme.
EDI and Health and
Wellbeing Working
groups
Formulate group
EDI and Health and
Wellbeing Strategies
and associated annual
action plans.
Climate Working
group
Oversees delivery
of Climate Change
Framework.
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
133
Other Committee members:
Talita Ferreira
Peter Mawson
(to 1 April 2025)
Earl Sibley (from 1 April 2025)
Directors’ Remuneration
report
We delivered a resilient performance in 2025
and made signicant strategic progress
simplifying the group. The Committee is
comfortable that the outturns were appropriate
and balanced the interests of all stakeholders.”
Serena Lang
Chair of the Remuneration Committee
2025 Key achievements:
• Undertook a benchmarking
exercise for all Board and
ExCo roles
• Oversaw a benchmarking
exercise for the workforce
• Reviewed the workforce Reward
Strategy, confirming it remains
appropriate
• Reward packages agreed for
new ExCo roles
Areas of focus in 2026:
• Reviewing the Remuneration
Policy ahead of the 2027 AGM
where approval for a new policy
will be sought
• Consulting with internal and
external stakeholders on the
new policy
• Overseeing a re-design of
the workforce annual bonus
framework
• Monitoring the alignment of
Stonebridge Homes workforce
into the group reward structure
Annual Statement from the
Chair of the Remuneration
Committee
I am pleased to present the Directors’
Remuneration Report (the Report) for
the year ended 31 December 2025.
This report is divided into three
sections:
• This Annual Statement, which
summarises the work of the
Committee and our approach to
Directors’ remuneration.
• The Remuneration Policy section,
which provides a summary of the
Policy approved at the 2024 AGM.
The full Remuneration Policy can
be found on pages 123 to 130 of the
2023 Annual Report.
• The Annual Report on
Remuneration, which sets out
the remuneration outcomes
for the financial year ended
31 December 2025 and the
proposed implementation of
the Remuneration Policy for the
upcoming year.
henryboot.co.uk134
Remuneration outcomes
Annual Bonus
The 2025 annual bonus was based on
underlying profit before tax (66.6%)
and individual strategic objectives
(33.3%).
Henry Boot delivered a resilient
performance in 2025, despite
ongoing global political and economic
uncertainty. As a result, the underlying
PBT achieved was £27.5m, leading to
a formulaic outcome of 16.67% of the
maximum under the profit element.
The personal objectives were
individually-based and centred on the
execution of the planned strategic
reorganisation including the divestment
of HBC and our Future Ways of
Working project to streamline the
business, enhance performance and
strengthen our leadership capabilities.
These objectives have driven progress
towards our long term ambitions
and contributed to a successful year
operationally. For the CEO, objectives
were set based on optimisation of the
portfolio of businesses, modernisation,
embedding a high-performance culture
and further improving our group-wide
health and safety practices. For the
CFO, different objectives were set to
the CEO in relation to the optimisation
of the portfolio, digital transformation
with AI integration, leading the rollout
of the modernisation agenda with the
support functions and refreshing the
Responsible Business Strategy. There
was strong performance across these
objectives and based on a careful
evaluation of each measure, the
Executive Directors achieved 75% of
maximum under their overall individual
personal objectives. Therefore, the
formulaic outcome under the bonus
was 36.11% of maximum for both the
CEO and the CFO, across both profit
and individual measures.
The Committee reviewed the formulaic
outcome under the bonus, taking
into account the broader stakeholder
experience, including the bonus level
more broadly across the workforce
and the level of absolute profitability
delivered over the year, and the
market environment. After careful
consideration, the Committee felt that
despite strong performance, it would
be appropriate to use discretion to
reduce the formulaic bonus outcome
from 36.11% to 25% of maximum for
the CEO and the CFO. As a result, the
CEO will receive a bonus of £149,650
and the CFO will receive £98,345.
One third of the bonus is deferred into
shares and held for three years.
LTIP award for performance
period FY23–25
The three-year performance period
for the 2023 LTIP award ended on
31 December 2025. Performance was
based on EPS (30%), ROCE (30%),
Total Shareholder Return (TSR) (30%),
greenhouse gas emissions (5%) and
workforce gender balance (5%).
In what has been a challenging period
for the industry and our markets
the EPS and ROCE did not achieve
the stretching target ranges that
were set. Recognising this sector
underperformance, despite our TSR
being positive over the period, Henry
Boot’s TSR did not achieve the target
range either. However, we performed
well against our greenhouse gas
emissions and workforce gender
balance targets, delivering significant
improvements under both and so
the 10% element of the award based
on these two measures will vest in
full. After reviewing wider business
performance over the period, the
Committee considered that a payout of
10% of maximum was appropriate and
did not apply discretion to adjust the
outcome.
The Committee is comfortable
that actions taken on pay during
the year across the company were
appropriate and balanced the
interests of all stakeholders and that
the Remuneration Policy operated as
intended.
Application of the
Directors’ Remuneration
Policy for 2026
The key decisions for 2026 are set
out below.
Salary for Executive Directors
and fees for Non-executive
Directors
The CEO received a salary increase of
3% in line with the standard increase
for the wider workforce.
In reviewing the CFO’s salary
against similarly sized companies,
the Committee considered market
positioning, which indicated that the
CFO’s salary was positioned around
the lower quartile. The Committee
also took into account the additional
responsibilities assumed by the CFO
during the year, including those arising
from the implementation of the Future
Ways of Working programmes. Having
regard to these factors, the Committee
determined that the CFO’s salary be
increased by 4%, resulting in a salary
of £340,931. We intend to review the
CFO’s base salary positioning again as
part of the policy review that will take
place in 2026 ahead of AGM approval
for a new policy in 2027.
The Committee also reviewed the
Board Chair fee, which was increased
as a first step from £112,476 to
£140,000 in 2025. The Committee
again considered market benchmarks
and the scope and responsibilities
of the role, including chairing the
Nomination Committee. As a result,
the Committee determined that the
Chair fee should be increased from
£140,000 to £150,000 to move the fee
closer to, but still below a mid-market
benchmark.
The Board reviewed the fees for
the Non-executive Directors and
determined that the fees should be
increased by 3%.
During the year, we faced significant
operational difficulties with
Stonebridge Homes, our housebuilding
division. The Board moved swiftly to
appoint Ed Hutchinson as interim MD
of the division, moving him across
from Henry Boot Developments. Also,
recognising Earl Sibley’s significant
experience in the sector, in late
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
135
2025 and early 2026 Earl provided
consultancy support to Stonebridge
Homes, which the Board considered
went well beyond the standard time
commitments of a Non-executive
Director. Accordingly, exceptionally,
Earl received fees in respect of his
consultancy services on a reasonable
day rate basis. As these services are
outside the scope of his duties as a
Non-executive Director, these were
approved by the Board. Further fees
have been payable in 2026 and the
consultancy arrangement has now
ended (albeit Earl continues to support
Stonebridge Homes as part of his remit
as a NED).
Annual bonus
The maximum annual bonus for
Executive Directors will remain at
120% of salary. We have reviewed
the performance measures and,
recognising the financial priorities for
the year, we have introduced a new
measure based on the debt to equity
gearing of the business, and reduced
the individual objectives element
from one third to 25% of the overall
bonus. The annual bonus will therefore
be based 65% on underlying profit
before tax, 10% on gearing and 25%
on individual strategic objectives.
One-third of the bonus is deferred
into shares and held for three years.
Recognising the ongoing challenging
market conditions, we have increased
the level of challenge in the sliding
scale for the PBT element by reducing
the amount payable from on-target
performance from 50% to 10% of the
maximum, will pay nothing below
this and have significantly increased
the level of stretch required to earn a
maximum bonus.
We have also added a specific
requirement for any payout under
the individual objectives and gearing
elements of the FY26 annual bonus to
be subject to an overall affordability
assessment by the Committee. Full
details of the target ranges will be
contained in next year’s Report.
LTIP
The 2026 LTIP awards will be granted
at 150% of salary for the CEO and 125%
of salary for the CFO. The measures
will be unchanged with 40% based on
TSR, 25% based on EPS, 25% based
on ROACE and 10% based on ESG. For
EPS, recognising the very challenging
market conditions, the target range is
lower than the range that was set for
last year’s award but is entirely ahead
of current analyst consensus for FY27
and is considered no less stretching
than the target ranges set in prior
years. For ROACE, we have changed
the basis for measurement from
being the average over the three-year
performance period to the figure in the
final year only and on this basis have
set a target range requiring ROACE
to be 8%–10% in FY28. The carbon
emissions and senior management
gender balance continue to require
material improvements from the
current position.
The stretching targets that have been
set are considered by the Committee
to be at least as challenging as targets
set for prior years’ awards, taking into
account internal business plans and
current market conditions. We will
review the suite of measures for the
annual bonus and LTIP as part of the
policy review later in 2026.
Wider workforce
considerations
The Committee has oversight of the
salary increases, annual bonus budgets
and the long term incentive schemes
across the business and ensures that a
consistent approach is taken between
executive schemes and those applying
to the workforce generally.
Peter Mawson, who is the designated
Non-executive Director for workforce
engagement and also joins the
Committee meetings as an attendee,
meets regularly with the Group
Employee Forum (GEF) and discusses
remuneration and reward matters.
During all discussions, executive
remuneration was not raised as an
issue. Engagement will take place over
the next 12 months with the GEF on the
design of the next remuneration policy.
Shareholder engagement
The Committee consults with the
company’s larger shareholders
on executive pay matters, where
considered appropriate. The
operation of the policy remained in
line with previous years and it was not
necessary to consult with investors
during the year. As we move into the
final year of the current policy period,
and ahead of seeking shareholder
approval for a new policy at the 2027
AGM, I look forward to engaging
with our largest shareholders later in
2026. More generally, on behalf of
the Committee, I am always happy to
make myself available to shareholders
to discuss any concerns or feedback
they may have.
Closing remarks
I look forward to engaging with you
on remuneration matters. Should you
have any queries or comments, please
do not hesitate to contact me, or the
Company Secretary, as we do value
your input.
I hope that you will be able to support
the Directors’ Remuneration Report at
this year’s AGM.
Serena Lang
Chair of the Remuneration Committee
14 April 2026
Directors’ Remuneration
report continued
henryboot.co.uk136
Remuneration at a glance
Performance snapshot
2025 Annual bonus performance
Measure Performance
Achievement
(% of max for each element)
Underlying PBT (66.6%) £27.5m CEO and CFO: 16.67%
Individual Strategic objectives (33.3%) See page 143 CEO 75%
See page 144 CFO 75%
Total formulaic outcome CEO and CFO: 36.11%
Total outcome following Committee discretion CEO and CFO: 25%
LTIP performance for 2023 award based on performance over three years to 31 December 2025
Measure Performance
Achievement
(% of max for each element)
Relative TSR vs FTSE Small Cap (30%) Below median 0%
EPS in 2025 (30%) 17.6p 0%
ROCE average across 2023–25 (30%) 8.2% 0%
Greenhouse gas emissions in 2025 (5%) 2,002 tonnes 100%
Workforce gender balance at 31 December 2025 (5%) 70:30 100%
Executive pay in 2025 and compared to prior year
Total remuneration (£’000)
2025 2025
£0
£200
£400
£600
£800
£1,000
Tim Roberts Darren Littlewood
Total Remuneration (£000’s)
2024 2024
Salary
Benefits
Pension
Annual Bonus
LTIP
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
137
Fixed pay only: Comprises the salary for 2026, an estimate of the value of benefits and pension contribution in line with the
policy.
Target performance: Fixed pay plus an annual bonus payout of 50% of maximum (60% of salary for the CEO and CFO) and
LTIP vesting at 50% of face value (75% of salary for the CEO and 62.5% of salary from the CFO).
Maximum performance: Comprises fixed pay and assumes full payout under the annual bonus (120% of salary for the CEO
and CFO) and the LTIP grant vests in full (150% of salary for the CEO and 125% of salary for the CFO). The maximum scenario
includes an additional element to represent 50% share price growth on the LTIP award from the date of grant to vesting.
Implementation of Policy for 2026
Base salary 3% increase to the CEO and 4% increase to the CFO
• CEO – £513,798
• CFO – £340,931
Benefits No change
Pension 8% of salary (in line with the wider workforce)
Annual bonus
• Maximum opportunity: 120% of salary
• Subject to underlying profit, debt to equity gearing and strategic objectives
LTIP
• CEO – 150% of salary
• CFO – 125% of salary
• Subject to EPS, ROACE, TSR and ESG targets
• Two-year holding period applies after vesting
Shareholding guidelines 200% of salary (to be held for two years post-employment)
Scenario charts
Fixed pay only Target
performance
Target
performance
Maximum
perfomance
£0
£500,000
£1,000,000
£1,500,000
£2,000,000
£2,500,000
Tim Roberts Darren Littlewood
Maximum
perfomance
Fixed pay only
£596,902
100%
£1,290,529
46%
24%
30%
£2,369,505
30%
31%
39%
£1,984,156
£401,205
100%
£818,846
49%
25%
26%
£1,449,568
33%
33%
34%
£1,236,486
Fixed pay
Annual Bonus
LTIP
50% share price growth on LTIP
Directors’ Remuneration
report continued
henryboot.co.uk138
Summary of the Remuneration Policy
The Remuneration Policy was approved by shareholders at the 2024 AGM held on 23 May 2024. Set out below is a summary
of the Remuneration Policy. The full Policy is set out in the 2023 Annual Report on pages 123 to 130.
Element Purpose and link to
strategy
Key elements
Salary Core element of fixed
remuneration reflecting
the role, experience,
market rates and
internal relativities.
• The Committee reviews base salaries annually.
• Salary increases will normally be in line with the workforce average.
Benefits These are provided on a
market competitive basis
to assist in recruiting
and retaining Executive
Directors.
• Benefits include (but are not limited to): a car allowance, private health
insurance, permanent health insurance, death in service cover and the
offer of participation in the SAYE Scheme.
Pension To provide a
contribution towards
retirement income.
• Executive Directors will receive a pension contribution in line with the
rate applying to the majority of the workforce, currently 8% of salary.
Annual bonus To incentivise the
delivery of financial
performance,
operational targets and
individual objectives
over the financial year.
• The maximum bonus opportunity is 120% of salary.
• The majority of the bonus will be based on financial metrics.
• No more than 10% of the maximum bonus opportunity will pay out for
threshold performance and no more than 50% for target performance
where practicable.
• The Committee has the discretion to adjust the formulaic outcome
of the bonus.
• At least one-third of the bonus earned will be invested into shares and
deferred for three years (during which time the shares cannot be sold).
• Malus and clawback provisions apply.
Long term
incentive plan
Provides a clear and
strong link between
the remuneration of
Executive Directors and
the creation of value for
shareholders.
• Maximum opportunity of 150% of salary.
• Performance conditions and targets will be set each year linked
to business KPIs in line with the strategy, or a measure of total
shareholder return.
• No more than 25% of the award will vest for threshold performance
where practicable.
• The Committee has the discretion to adjust the formulaic outcome.
• To the extent awards vest, the value of dividends payable over the vesting
period will be added, usually in the form of an additional award of shares.
• After awards vest, subject to selling sufficient shares to pay tax, shares
must be held for a further two years.
• Malus and clawback provisions apply.
Shareholding
guidelines
Direct share ownership
by Executive Directors
aligns their long term
interests to those of
shareholders.
• During employment, Executive Directors are required to build and
maintain a shareholding equivalent to 200% of base salary.
• Executive Directors are expected to retain at least 50% of any LTIP
awards or deferred bonus awards until holdings reach the required level.
• Any Executive Director leaving the company will be expected to retain
the lower of the shares held at cessation of employment and shares to
the value of 200% of salary, for a period of at least two years. Shares
purchased voluntarily by the individual will be excluded from this
requirement and the requirement only applies to awards made after the
May 2021 AGM.
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
139
Element Purpose and link to
strategy
Key elements
Non-
executive
Director fees
Fee levels are set in
order to recruit and
retain high calibre Non-
executive Directors.
• The fees of the Chair are determined by the Committee and the fees
of the Non-executive Directors are determined by the Board (minus the
Non-executive Directors).
• The company may pay any reasonable expenses.
• Non-executive Directors are paid a basic fee. Additional fees may be
paid for chairing committees or taking additional roles such as the Senior
Independent Director or Director responsible for the Group Employee
Forum liaison.
Service contracts and letters of appointment
The Executive Directors have a service contract requiring 12 months’ notice of termination from either party as shown below:
Executive Director
Date of
appointment
Date of current
contract
Notice from
company
Notice from the
individual
Unexpired
period of
service
contract
Tim Roberts 1 January 2020 1 August 2019 12 months 12 months Rolling
Darren Littlewood 1 January 2016 1 January 2016 12 months 12 months Rolling
Contractual compensation in the event of early termination provides for compensation of basic salary, pension and benefits
for the notice period, which would be payable on a phased monthly basis.
Non-executive Directors have letters of appointment and their appointment and subsequent reappointment is subject to
approval by shareholders. Non-executive Director appointments are typically for three years, subject to a maximum of three
terms totalling nine years; however, they may be terminated without compensation at any time.
The table below details the letters of appointment for each Non-executive Director.
Non-executive Directors Date of appointment
Date of current letter of
appointment
Notice from the
company
Notice from the
individual
Peter Mawson 1 October 2015 30 July 2015 3 months 3 months
James Sykes 22 March 2011 21 August 2019 3 months 3 months
Serena Lang 1 August 2022 28 July 2022 3 months 3 months
Talita Ferreira 1 January 2024 21 December 2023 3 months 3 months
Earl Sibley 1 April 2025 18 March 2025 3 months 3 months
Copies of Executive Directors’ service contracts and Non-executive Directors’ letters of appointment are available on
request.
The policy on remuneration when recruiting new Executive Directors is included in full in the 2023 Remuneration Policy.
Directors’ Remuneration
report continued
henryboot.co.uk140
Annual Report on Remuneration
The following section provides details of how Henry Boot’s Remuneration Policy was implemented during the financial year.
The labelled parts of the Directors’ Remuneration Report are subject to audit.
The Remuneration Committee
The primary role of the Committee is to:
• review, recommend and monitor the level and structure of the remuneration packages of the Executive Directors and
senior management;
• set and approve the remuneration package for the Executive Directors; and
• determine a balance between base pay and performance-related elements of the remuneration package to align the
interests of stakeholders more widely (including shareholders) with those of the Executive Directors.
The members of the Committee are shown on page 134 and attendance at meetings is set out on page 96. The key activities
of the Committee during the year are listed below:
• Oversight of the Remuneration Policy and its implementation.
• Reviewed and approved salaries for the Executive Directors and senior management.
• Reviewed formulaic incentive outcomes for the Executive Directors, senior management and the wider workforce.
Considered whether they were aligned to company performance over the short and long term.
• Reviewed the LTIP awards for the Executive Directors and senior management.
• Reviewed the performance and determined the award for the inflight 2024 LTIP grant for the Henry Boot Construction
employees leaving the group at 31 December 2025.
• Engaged with the wider workforce on the alignment between executive pay and the wider workforce.
External advisers
During the year, the Committee received independent advice on Directors’ remuneration from Korn Ferry who are a member
of the Remuneration Consultants Group and adhere to its Code of Conduct which requires its advice to be objective
and impartial. Korn Ferry, who were appointed by the Committee, provided advice on market practice, benchmarking
and supported management with undertakings such as producing the Directors’ Remuneration Report and reviewing the
implementation of the Policy to the extent this did not impact the independence of its advice. The fees paid to Korn Ferry
for providing advice to the Committee in relation to Directors’ remuneration was £43,960. In 2025, Korn Ferry also provided
implementation advice in drafting the 2025 LTIP Rules. The Committee is satisfied that the advice received was objective and
independent.
Statement of voting at the last Annual General Meeting (AGM)
At the 2025 AGM, shareholders were asked to approve the 2024 Annual Report on Remuneration. The Directors’
Remuneration Policy was approved by shareholders at the 2024 AGM. The votes received are set out below:
2025 AGM
(22 May 2025)
Nature of
vote Votes for %
Votes
against % Votes total
Votes
withheld
Approve the 2024
Directors’ Remuneration
Report
Advisory 75,824,093 99.53 360,177 0.47 76,184,270 1,712,436
2024 AGM
(23 May 2024)
Nature of
vote
Votes for % Votes
against
% Votes total Votes
withheld
Approve the Directors’
Remuneration Policy
Binding 84,106,729 97.06 2,544,271 2.94 86,651,000 26,734
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
141
Single total figure of remuneration (audited)
The table below reports the total remuneration receivable by Directors in respect of qualifying services during the year.
Year ended
31 December
2025
Salary
and
fees
1
£’000
Taxable
benefits
2
£’000
Pension-
related
benefits
£’000
Other
£’000
Total
fixed
£’000
Annual
bonus
£’000
Long term
incentives
4
£’000
Total
variable
£’000
Total
remuneration
£’000
Tim Roberts 499 42 40 0 581 150 55 205 786
Darren
Littlewood 328 33 26 0 387 98 29 127 514
James Sykes 56 0 0 0 56 0 0 0 56
Peter Mawson 143 0 0 0 143 0 0 0 143
Serena Lang 68 0 0 0 68 0 0 0 68
Talita Ferreira 61 0 0 0 61 0 0 0 61
Earl Sibley
3
49 0 0 0 49 0 0 0 49
Year ended
31 December
2024
Salary
and
fees
1
£’000
Taxable
benefits
2
£’000
Pension-
related
benefits
£’000
Other
£’000
Total
fixed
£’000
Annual
bonus
£’000
Long term
incentives
£’000
Total
variable
£’000
Total
remuneration
£’000
Tim Roberts 484 41 39 – 564 280 – 280 844
Darren
Littlewood 318 32 25 – 376 187 – 187 563
James Sykes 54 – – – 54 – – – 54
Joanne Lake 48 – – – 48 – – – 48
Gerald Jennings 47 – – – 47 – – – 47
Peter Mawson 113 – – – 113 – – – 113
Serena Lang 60 – – – 60 – – – 60
Talita Ferreira 56 – – – 56 – – – 56
1
Salary includes the value subject to salary sacrifice.
2
Taxable benefits include the provision of a company car or a cash allowance alternative and private medical insurance. The value of benefits is not
pensionable.
3
Earl Sibley was appointed as a Non-executive Director with effect from 1 April 2025. The fees shown are pro-rated for his period of appointment during the
year. Earl Sibley undertook additional consultative work for Stonebridge Homes in 2025 separate to his NED role, the fee paid for this service totalled £7,500
(see page 128 for more details).
4
Value of shares based on a three-month average share price of 222p to 31 December 2025. This value will be restated next year based on the actual share
price on the date of vesting and will include dividend equivalent shares.
The information in the single total figure of remuneration in the table above is derived from the following:
Salary or fees The amount of salary or fees received in the year.
Taxable benefits The taxable benefits received in the year by Executive Directors.
Annual bonus The value of bonus payable and the calculations underlying this are disclosed on pages 143 to 144.
Long term incentives The value of LTIP awards are those related to shares that vested as a result of the performance over
the three-year period ended 31 December of the reporting year.
Pension-related
benefits
Pension-related benefits represent the cash value of pension contributions or salary in lieu of
contributions received by Executive Directors at a rate of 8% of salary for both Tim Roberts and
Darren Littlewood.
Other SAYE awards granted to Executive Directors during the year.
Directors’ Remuneration
report continued
henryboot.co.uk142
Individual elements of remuneration
Pension entitlement
Tim Roberts and Darren Littlewood receive a salary supplement in lieu of pension contribution equivalent to 8% of salary, in
line with the workforce rate.
2025 bonus
The maximum annual bonus opportunity for the Executive Directors was 120% of salary. Two-thirds of the bonus was subject
to stretching PBT targets and one-third personal strategic objectives. Performance against the targets is set out in the table
below.
Threshold Target Stretch Outcome (% of Maximum)
Measure
Weighting
(% of salary)
10% of
maximum
50% of
maximum
100% of
maximum
Actual
result
Tim
Roberts
Darren
Littlewood
Financial
Underlying PBT 80% £27m £30m £33m £27.5m 16.67% 16.67%
Non-financial
Personal objectives 40% See below 75% 75%
Formulaic outcome 36.11% 36.11%
Outcome following
Committee discretion 25% 25%
The proportion of personal strategic objectives achieved was assessed by the Committee as follows:
2025 personal objectives – Tim Roberts
Objective Details
Weighting
(% of salary) Performance against objective
Outcome
(% of max)
1
Evaluate and oversee
implementation of
group strategy
18% Strong: Completed the MBO of Henry Boot
Construction leading to a simplified equity
narrative for the group. Progressed the Future
Ways of Working initiative and oversaw the initial
integration of Stonebridge Homes including a new
leadership team.
72%
2
Support modernisation agenda
and key internal changes across
group support functions to
achieve a more aligned business
partner model
6% Strong: Reviewed resource and organisational
structure across the group and completed phase 1 of
the restructure of the group functions. Successfully
rolled out Microsoft D365 to Hallam Land and HBD
and associated change management initiatives.
83%
3
Oversee and drive culture of
high performance through
enhancing leadership
capabilities and developing
strategic capacity
3% Reasonable: Integrated new ExCo members
and progressed the ExCo development work
with external support. Oversaw the delivery of
a development programme for Grades 2 and 3.
Scheduled work for Grades 4 and 5 was paused due
to competing priorities in the year.
67%
4
Oversee and direct group
wide Health and Safety
practices to avoid Health and
Safety incidents
5% Strong: The group was well ahead of its main H&S
KPI, Accident Incident Rate, scoring 405 against a
target of <750. Overall, strong performance across
the group and particular improvement seen at
Banner Plant.
80%
5
Oversee implementation of ESG
Policy and embracing new ways
of working
8% Strong: Established the framework for the new
Responsible Business Strategy through membership
of the ESG Steering Group, ExCo and Responsible
Business Committee. Led the 'Planet' Pillar of the
strategy and acted as a mentor to the Chair of the
Climate Working Group.
75%
Total 40% 75%
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
143
2025 personal objectives – Darren Littlewood
Objective Details
Weighting
(% of salary) Performance against objective
Outcome
(% of max)
1
With CEO, support the
implementation of the group
strategy
18% Strong: Completed the MBO of Henry Boot
Construction leading to a simplified equity narrative
for the group. Supported the Future Ways of
Working initiative and evolved the investor relations
policy.
78%
2
Lead on key initiatives for the
group’s digital transformation,
security and AI integration, with
a focus on culture and change
management
7% Reasonable: Oversaw the successful
implementation of Microsoft D365 including a
programme of change management. Developed the
group’s approach to AI, establishing an AI working
group and strengthened the IT security framework.
57%
3
Support modernisation agenda
and key internal changes across
group support functions to
achieve a more aligned business
partner model
7% Strong: Operational efficiencies and synergies
identified and monitored as HBC leaves and
Stonebridge integrates into the group. Oversaw the
evolution of the IT department to adopt a business
partner model and provide a programme of training
and upskilling.
71%
4
Support the delivery of our
Responsible Business priorities,
refreshing our strategy and
ensuring we maintain an
effective risk and compliance
framework
8% Excellent: Good progress made on the 2025
Responsible Business Strategy targets including
specific initiatives to align with our decarbonisation
targets. An internal controls register has been
established for all group departments ahead of the
director attestation in 2027.
88%
Total 40% 75%
As detailed in the Chair’s letter, after careful consideration, the Committee felt that, despite strong performance in
challenging market conditions, it would be appropriate to use discretion to reduce the formulaic bonus outcome. As a
result, the bonus outcome was reduced to 25% of maximum for the CEO and 25% for the CFO. The adjusted annual bonus
outcomes for Executive Directors are shown below.
Annual bonus outcome
Executive
% of
maximum % of salary
Bonus
outcome (£)
Tim Roberts 25% 30% £149,650
Darren Littlewood 25% 30% £98,345
Two-thirds of the bonus will be payable in cash. The remaining one-third will be invested in shares and deferred for three
years. No further performance conditions or service requirements apply.
Directors’ Remuneration
report continued
henryboot.co.uk144
Long term Incentive Plan (LTIP)
LTIP awards were granted to Tim Roberts and Darren Littlewood on 26 April 2023. The LTIP shares in this award were subject
to the performance criteria set out in the table below.
Performance condition
Weighting
(% of award)
Threshold
(25% vesting)
Maximum
(100%
vesting)
Actual
performance
Outcome
(% of
maximum)
EPS in 2025 30% 20p 28p 17.6p 0%
ROCE (averaged over three years) 30% 9.5% 12% 8.2% 0%
TSR vs FTSE Small Cap
(excluding investment trusts)
30% Median Upper
quartile
Below median 0%
Greenhouse gas emissions in 2025 5% 2,650 tonnes 2,002 tonnes 5%
Workforce gender balance at 31 December 2025 5% 70 male :
30 female*
70:30
5%
Total vesting (out of 100%) 10%
* The Committee based this assessment on the workforce gender balance before the organisational and management changes instigated as part of the Future
Ways of Working programme, which was accelerated from Q1 2026 to December 2025. Through several management initiatives there has been a sustained
improvement in gender balance over the performance period from a start point of 75:25 on 1 January 2023.
After reviewing wider business performance over the period, the Committee considered that this result was appropriate and
did not apply discretion to adjust the outcome.
Executive Director Number of shares granted
Number of
shares due to
vest
Estimated
number of
shares for
dividend
equivalents Total
Tim Roberts 249,397 24,940 2,923 £61,856.37
Darren Littlewood 131,117 13,112 1,537 £32,520.48
-
The share price was 237p at the time of grant, compared to the three-month average share price of 222p to 31 December 2025. Therefore, no part of the
award is currently attributable to share price appreciation.
-After awards vest, subject to selling sufficient shares to pay tax, shares must be held for a further two years.
-Dividend equivalent shares will be awarded on the shares that vest and will be valued on an average share price for the three business days before the vest
date of 26 April 2026. For the purpose of the table above, the estimated number of dividend equivalents has been based on the three-month average share
price up to 31 December 2025. For the FY26 Annual Report, this figure will be restated.
-The total value above has been calculated based on the three-month average share price up to 31 December 2025 of 222p.
LTIP awards granted in the year (audited)
LTIP awards were granted during the year to Tim Roberts and Darren Littlewood on 24 April 2025.
Type of award % of salary
Number of
shares
Face value
of grant at
213.67p per
share
1
% of award
vesting at
threshold
Tim Roberts LTIP – nil cost options 150% 350,194 £748,248 25%
Darren Littlewood LTIP – nil cost options 125% 191,781 £409,772 25%
1
The share price is calculated based on the average share price for the three business days preceding the grant.
The awards are subject to the following performance conditions which will be measured over the three-year period ending
31 December 2027:
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
145
Measure Weighting
Threshold
(25% of max)
Maximum
(100% of
max)
TSR relative to the FTSE Small Cap Index (excluding investment trusts) 40% Median
performance
Upper
quartile
EPS in 2027 25% 20p 27p
Return on Average Capital Employed (average over three years) 25% 8% 10%
Scope 1 and 2 Greenhouse Gas Emissions in 2027 5% 2,456 tonnes
Management gender balance by 2027 5% 72 male : 28 female
1
1
Individuals identifying as male or female.
Payments to past Directors
There were no payments made to past Directors during the year.
Payments made for loss of office
There were no payments made for loss of office.
Statement of Directors’ shareholdings and share interests (audited)
The following table sets out the shareholdings and share interests in ordinary shares of the Directors and connected persons
in the company as at 31 December 2025. The Executive Directors are subject to a shareholding requirement of 200% of salary
under the Remuneration Policy. Executive Directors are expected to retain at least 50% of any LTIP awards or deferred bonus
awards until holdings reach the required level. There are no holding requirements for Non-executive Directors.
At 31 December 2025
Director
2
Beneficially
owned at
1 January
2025
Beneficially
owned
Unvested
options with
performance
conditions
1
Unvested
options
without
performance
conditions
1
Vested
unexercised
options
Total
interests
Shareholding
as a % of
salary or
fees
3
Tim Roberts 440,367 463,467 1,000,209 11,967 – 1,475,643 203
Darren Littlewood 299,562 314,799 542,293 11,967 – 869,059 208
Peter Mawson 13,200 13,200 – – – 13,200 20
Talita Ferreira – – – – – – –
Serena Lang – – – – – – –
Earl Sibley
4
n/a – – – – – –
James Sykes 20,000 20,000 – – – 20,000 78
1
All outstanding scheme interests are in the form of options.
2
The table above includes the holdings of persons connected with each of the Directors.
3
The shareholding as a percentage shown above is based on the share price at 31 December 2025 (225p). The salary/ fee used for this calculation is that
which commences on 1 January 2026.
4
Earl Sibley joined the Board on 1 April 2025.
There have been no other transactions between 31 December 2025 and 31 March 2026.
Directors’ Remuneration
report continued
henryboot.co.uk146
LTIP
Date of grant
Market
price at
date of
grant
At
1 January
2025
Granted
during the
year
Exercised
during the
year
Lapsed
during the
year
At
31 December
2025
Actual
exercise
date/earliest
vesting date
Tim Roberts 29/04/2022 324.33p 175,938 – – 175,938 – 29/04/2025
26/04/2023 235.67p 249,397 – – – 249,397 26/04/2026
25/04/2024 181.33p 400,618 – – – 400,618 25/04/2027
24/04/2025 213.67p
–
350,194 – –
350,194
24/04/2028
825,953
350,194 – 175,938
1,000,209
Darren Littlewood 29/04/2022 324.33p 92,497 – – 92,497 – 29/04/2025
26/04/2023 235.67p 131,117 – – – 131,117 26/04/2026
25/04/2024 181.33p 219,395 – – – 219,395 25/04/2027
24/04/2025 213.67p
–
191,781 – –
191,781
24/04/2028
443,009 191,781 – 92,497 542,293
Sharesave plan
Date of grant
At
1 January
2025
Granted
during the
year
Exercised
during the
year
Lapsed
during the
year
At
31 December
2025
Exercise
price
Date from
which
exercisable Expiry date
Tim Roberts 20/10/2023 11,967 – – – 11,967 155p 01/12/2026 01/06/2027
Darren
Littlewood 20/10/2023 11,967 – – – 11,967 155p 01/12/2026 01/06/2027
Ten-year TSR performance graph
The chart below shows the TSR for the company compared to the FTSE SmallCap Index over ten years. The FTSE SmallCap
index has been chosen as Henry Boot is a constituent of the FTSE SmallCap index.
Henry Boot PLC
FTSE SmallCap Index
Value (£) – rebased
50
100
150
200
250
Dec 25Dec 24Dec 23Dec 22Dec 21Dec 20Dec 19Dec 18Dec 17Dec 16Dec 15
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
147
CEO remuneration for the previous ten years
Year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Name
Jamie
Boot
John
Sutcliffe
John
Sutcliffe
John
Sutcliffe
John
Sutcliffe
Tim
Roberts
Tim
Roberts
Tim
Roberts
Tim
Roberts
Tim
Roberts
Tim
Roberts
Total
Remuneration
(£’000)
981 1,118 1,277 1,250 912 715 982 929 1,001 844 786
Annual bonus
(% of max)
87.8 91.1 99.2 76.8 64.8 50.0 83.3 61.6 64.3 48.2 25%
LTIP
(% of max)
25 67 100 87 65 nil nil 15.1 18.15 nil 10%
Percentage change in Directors’ remuneration
The table below sets out in relation to salary, taxable benefits and annual bonus the percentage increase in remuneration for
Directors compared to the wider workforce.
Average percentage
change 2024/25
Average percentage
change 2023/24
Average percentage
change 2022/23
Average percentage
change 2021/22
Average percentage
change 2020/21
Salary/
fees
Taxable
Benefits
Annual
Bonus
Salary/
fees
Taxable
Benefits
Annual
Bonus
Salary/
fees
Taxable
Benefits
Annual
Bonus
Salary/
fees
Taxable
Benefits
Annual
Bonus
Salary/
fees
Taxable
Benefits
Annual
Bonus
Chief Executive
Officer 3% 2% -47% 3% 2% -23% 3% 8% 7% -5% 6% -22% 5% 0% 68%
Chief Financial
Officer 3% 3% -47% 3% 1% -21% 3% 3% 5% 0% 11% -19% 9% 0% 87%
James Sykes 3% n/a n/a 3% n/a n/a 4% n/a n/a 6% n/a n/a 5% n/a n/a
Peter Mawson 26% n/a n/a 4% n/a n/a 22% n/a n/a 85% n/a n/a 28% n/a n/a
Serena Lang 14% n/a n/a 8% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Talita Ferreira 9% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Earl Sibley
1
n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Workforce 3% 0% -12% 3% 0% -5% 3% 0% -9% 6% 0% 55% 10% 0% 0%
1
Earl Sibley was appointed to the Board on 1 April 2025 and so the percentage change cannot be calculated.
CEO pay ratio
The CEO pay ratio comparing the CEO single total figure of remuneration to the equivalent pay for the lower quartile,
median and upper quartile of UK employees (calculated on a full-time equivalent basis). The ratios have been calculated in
accordance with the Companies (Miscellaneous Reporting) Regulations.
Method
25th
percentile
pay ratio
Median pay
ratio
75th
percentile
pay ratio
2025 Option A 20:1 14:1 9:1
2024 Option A 23:1 16:1 11:1
2023 Option A 28:1 21:1 13:1
2022 Option A 28:1 20:1 12:1
2021 Option A 31:1 22:1 14:1
2020 Option A 26:1 18:1 11.1
2019 Option A 41:1 27:1 17:1
The Committee selected Option A as the method of calculation as it is generally recognised as the most statistically robust
and is consistent with the approach used historically. The pay and benefits for UK employees have been determined by
reference to the last day of the financial year (31 December 2025) using the same method as used for the single total figure.
Directors’ Remuneration
report continued
henryboot.co.uk148
Each employee’s pay and benefits were calculated using each element of remuneration on a full-time basis, consistent with
the CEO. No adjustments (other than the approximate up-rating of pay elements to achieve full-time equivalent rates) were
made. No components of pay have been omitted.
25th
Percentile
50th
Percentile
75th
Percentile
Salary/wages £34,099 £43,000 £63,644
Total remuneration £37,768 £55,505 £83,264
The pay ratio decreased in 2025, predominantly due to a lower bonus award. There have been no changes to the company’s
employment models or the calculation methods used in both periods. The Committee is satisfied that the median pay ratio
reported this year is consistent with our wider pay, reward and progression policies for employees.
Relative importance of the spend on pay
The following table sets out the percentage change in dividends, and the overall spend on pay across our whole organisation:
2025
£’000
2024
£’000
Change
%
Ordinary dividends 10,516 10,300
1
2.1
Overall expenditure on pay 34,539 34,326
2
0.6
1
Figure reinstated with the 2024 actual dividends over the period.
2
Figure reinstated without Henry Boot Construction Limited who are now classed as a discontinued operation.
Implementation of Remuneration Policy in 2026
There are no material changes to the implementation of the Remuneration Policy in 2026. The following section sets out the
implementation of the Remuneration Policy in 2026.
Executive Directors
Base salary
Tim Roberts received an increase of 3%, in line with the standard increase for the wider workforce. Darren Littlewood
received a 4% increase to reflect an increase in his responsibilities and market positioning. The base salaries for 2026 are
set below:
Salaries effective from
1 January
2026
£
1 January
2025
£
Change
%
Tim Roberts £513,798 £498,833 3%
Darren Littlewood £340,931 £327,818 4%
Pension
The Executive Directors will continue to receive cash in lieu of pension contribution at a level of 8% of base salary in line with
the majority of employees.
2026 bonus
The maximum bonus opportunity for Executive Directors is 120% of salary. The Committee has reviewed the performance
measures and, recognising the financial priorities for the year, has introduced a new measure based on the debt to equity
gearing of the business. The annual bonus will therefore be based 65% on underlying profit before tax, 10% on gearing and
25% on individual strategic objectives. For context, the 2025 bonus was based on two-thirds underlying profit before tax
and one-third on individual strategic objectives. One-third of the bonus is deferred into shares and held for three years.
Recognising the ongoing challenging market conditions, we have increased the level of challenge in the sliding scale for the
PBT element by reducing the amount payable from on-target performance from 50% to 10% of the maximum and significantly
increased the level of stretch required to earn a maximum bonus. Full details of the target ranges will be contained in next
year’s report.
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
149
The profit targets are considered to be commercially sensitive and will therefore be disclosed retrospectively in next year’s
report. The new gearing measure will require our gearing to be within our preferred 10%–20% range and an overview of the
high-level strategic personal objectives for each Executive Director is set out below. The Committee has reviewed the detail
and sub-objectives that sit behind the overarching personal objectives below and is satisfied that they are stretching, robust
and are aligned to the achievement of the company’s medium term strategy.
2026 strategic personal objectives – Tim Roberts
Objective
Weighting
(%)
1 Progress the group strategy, oversee the reset within Stonebridge Homes and support the businesses
with their growth plans 40%
2 Realise planned cost savings and efficiencies and establish collaborative and strategic practices across
the group 30%
3
Develop the ExCo and senior management teams and launch Phase 3 of the Responsible Business
Strategy 30%
2026 strategic personal objectives – Darren Littlewood
Objective
Weighting
(% )
1 Support the reset of Stonebridge Homes and oversee the transition of services from the group to Henry
Boot Construction 30%
2 Establish the Investment Committee to oversee the capital allocation strategy and develop the data
analytics, IT and investor relations teams 40%
3 Oversee the restructured group functions and the internal controls framework 30%
Two-thirds of any bonus earned will be payable in cash and for the remaining one-third of the bonus, Executive Directors will
be required to invest this into shares which must be held for three years.
2026 LTIP awards
The 2026 LTIP awards will be granted at 150% of salary for the CEO and 125% of salary for the CFO.
The 2026 LTIP awards will be subject to relative TSR, EPS, ROACE and ESG-related targets, based on a reduction in Scope 1
and 2 emissions and improvements to the senior management gender balance.
The detailed performance metrics, which will be measured over the three-year period to 31 December 2028, are as follows:
Total Shareholder Return (TSR)
relative to constituent companies of
the FTSE Small Cap Index excluding
Investment Trusts (40% weighting)
We strive to achieve high shareholder returns. TSR reflects the extent to which
shareholders and the market consider that the company strategy is appropriate and is
being implemented and articulated well by the Executive Directors.
EPS (25% weighting) Our ambition is to grow earnings per share sustainably over the long term. This should
give rise to an ability to grow dividends faster than inflation; a key driver to long term
growth in shareholder value.
Return on Average Capital Employed
(25% weighting)
We aim to deliver strong ROACE performance. This is a further driver to long term
shareholder value growth.
ESG – Scope 1 and 2 Greenhouse
Gas Emissions (5% weighting)
Senior Management Gender Balance
(5% weighting)
We strive to ensure that our business decisions create sustainable and long term value
for all our stakeholders. We want to deliver our commercial purpose while leaving a
lasting positive legacy. With regards to diversity, our focus for this award is on senior
management and the differing life experiences and strategic perspectives our female
colleagues can bring.
These performance criteria provide a good balance between financial and stock market performance and broader
stakeholder interests. Set out below are the target ranges.
Directors’ Remuneration
report continued
henryboot.co.uk150
Weighting
Threshold target
(25% of maximum)
Maximum
target
(100% of
maximum)
Henry Boot TSR relative to the FTSE Small Cap Index (excluding
Investment Trusts)
40% Median performance Upper
quartile
performance
or above
EPS in 2028 25% 17p 23p
Return on Average Capital Employed in 2028
1
25% 8.0% 10.0%
Scope 1 and 2 Greenhouse Gas Emissions in 2028 5% 1,688 tonnes
Senior management gender balance in 2028 5% 70 male : 30 female
2
1
Including discontinued operations and before the revised classification of the group’s main borrowing facility.
2
Individuals identifying as male or female. Senior management for this purpose is defined as those in grades 1-4 and anyone in grades 5-9 with line
management responsibilities.
The target ranges for the EPS and Return on Average Capital Employed elements have been set to be at least as challenging
to prior years’ awards, taking into account internal business plans, consensus analyst estimates and the challenging
market conditions.
Awards will be subject to a two-year holding period post vesting.
Operation of malus and clawback
Details of malus and clawback are set out in the Directors’ Remuneration Policy. The approach to malus and clawback
was deemed appropriate based on governance standards, best practice and the business cycle of Henry Boot. Malus and
clawback were not operated in respect of the Executive Directors during 2025.
Non-executive Directors
The Committee reviewed the Board Chair fee taking into account market data and the time commitment. As a result of the
review the Chair fee was increased from £140,000 to £150,000.
The Board reviewed the fees for the Non-executive Directors. This resulted in an increase of 3%, in line with the increase in
base salary for the Executive Directors.
As noted in the Chair letter, Earl Sibley provided additional consultancy support in early 2026, for which fees were payable.
No further services are anticipated.
Fees effective from
1 January
2026
£
1 January
2025
£ Change %
Chair fee
1
150,000 140,000 7%
Base Non-executive Director fee 57,537 55,861 3%
Remuneration and Audit and Risk Committee Chair fee 5,683 5,517 3%
Responsible Business Committee Chair fee 2,841 2,758 3%
Non-executive Director designated to workforce engagement fee 2,841 2,758 3%
Senior Independent Director fee 3,978 3,862 3%
1
Fee includes role as Chair of Nomination Committee.
Approved by the Board and signed on its behalf by
Serena Lang
Chair of the Remuneration Committee
14 April 2026
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
151
Directors’ report
The Directors’ Report for the financial year ended
31 December 2025 is detailed below.
Activities of the group
The principal activities of the group are land promotion,
property investment and development, and home building.
Strategic Report
In accordance with the Companies Act 2006, we are
required to present a fair review of the group’s business
along with a description of the principal risks and
uncertainties it faces. The Strategic Report for the year
ended 31 December 2025 is set out on pages 16 to 89.
Corporate governance statement
The Disclosure Guidance and Transparency Rules of the
Financial Conduct Authority require certain information
to be included in a corporate governance statement in the
Directors’ Report. Information that fulfils the requirements
of the Corporate Governance Statement can be found in the
Governance section on pages 90 to 169, and also within this
Directors’ Report.
Results for the year and dividends
The results are set out in the Consolidated Statement
of Comprehensive Income on page 170. The companies
affecting the profit or net assets of the group in the year are
listed in note 36 to the Financial Statements.
The Directors recommend that a final dividend of 4.62p
per ordinary share be paid on 29 May 2026, subject to
shareholder approval at the 2026 AGM to be held on
21 May 2026, to ordinary shareholders on the register at the
close of business on 1 May 2026. If approved, this, together
with the interim dividend of 3.24p per ordinary share paid
on 24 October 2025, will make a total dividend of 7.86p
per ordinary share for the year ended 31 December 2025.
Further details are disclosed in note 10 to the Financial
Statements on page 191.
Financial instruments
The group’s policy in respect of financial instruments is set
out within the Accounting Policies on page 181 and details
of credit risk, capital risk management, liquidity risk and
interest rate risk are given respectively in notes 18, 25 and 26
to the Financial Statements.
Going concern and viability statement
The Directors have, at the time of approving the Financial
Statements, a reasonable expectation that the company
and the group have adequate resources to continue in
operational existence for the foreseeable future. Further
detail is contained in the Strategic Report on pages 65 to 66.
Fair, balanced and understandable
The Audit and Risk Committee and the Board have assessed
the tone, balance and language of the Annual Report and
Financial Statements, being mindful of the requirements
of the UK Corporate Governance Code and the need for
consistency between the narrative section of the document
and the Financial Statements. The Board’s formal statement
on the Annual Report and Financial Statements being
fair, balanced and understandable is contained within the
Statement of Directors’ Responsibilities which can be found
on page 159.
Political donations
The company made no political donations in the year or in
the previous year.
Directors and their interests
Details of the Directors who held office during the financial
year ending 31 December 2025 and as at the date of this
Annual Report and Financial Statements can be found
on pages 92 and 93. At no time during the year has any
Director had any interest in any significant contract with
the company.
The interests of Directors and persons closely
associated with them in the share capital of the
company as at 31 December 2025, are disclosed in the
Directors’ Remuneration Report on page 146. Between
31 December 2025 and 31 March 2026, being a date not
more than one month prior to the date of the Notice of the
AGM, there were no changes in the beneficial interests of
any of the current Directors during this period.
Details of Directors’ long term incentive awards and share
options are provided in the Directors’ Remuneration Report
on pages 146 to 147.
henryboot.co.uk152
Directors’ service contracts and
letters of appointment
Details of unexpired terms of Directors’ service contracts
and/or letters of appointment of the Non-executive
Directors proposed for reappointment at the AGM on
21 May 2026 are set out in the Directors’ Remuneration
Policy.
Tim Roberts and Darren Littlewood each have a one-year
rolling service agreement in accordance with our policy on
Directors’ contracts. Termination of these arrangements
would therefore be subject to their contractual terms and
conditions which require a notice period of one year to the
Director. Contractual compensation in the event of early
termination provides for compensation at basic salary,
pension and benefits for the notice period.
Non-executive Directors, including the Chair, do not have
service contracts. All Non-executive Directors have letters
of appointment and their appointment and subsequent
reappointment is subject to approval by shareholders.
Non-executive Director appointments are typically for
three years; however, they may be terminated without
compensation at any time. The full Directors’ Remuneration
Policy can be viewed on pages 123 to 130 of the 2023
Annual Report.
Training and development
Formal and tailored inductions are arranged for all new
Directors and continued development is monitored by
the Chair as part of the performance review process.
The programme of induction includes attendance at PLC
Board and subsidiary meetings, meetings with key internal
and external stakeholders including the Group Employee
Forum Chair, site visits, training on director duties and
other personalised development to encourage a seamless
integration into the business.
Non-executive Directors are encouraged to familiarise
themselves with the company’s business, and they do
this throughout the year by engaging with the workforce,
attending subsidiary board and other management meetings
and by visiting sites and depots. You can read more about
engagement with employees and other stakeholders on
pages 106 to 107 and 85 to 89 respectively.
Specific training requirements were considered as part of
the Board’s performance review, details of which can be
found on pages 110 to 115. General updates on regulations
and best practice are provided through a mixture of
briefings, Board papers and specialist training. Board
development plans for 2026 are described on page 125.
Employment policy and involvement
Employees
Employees are at the heart of all that we do; our culture
ensures that employees can grow, thrive and succeed.
Details of how we seek to promote and achieve this are set
out in our people section on pages 35 to 39, the employee
engagement report on pages 106 to 107 and Nomination
Committee Report on pages 124 to 128. Our policy on
equal opportunities for all employees, including disabled
employees, can be found under our Equality and Diversity
Policy at henryboot.co.uk.
Employee engagement
Details of our employee engagement activities can be found
on pages 106 to 107.
People engagement and internal
communications
We continued to take a strategic approach to our people
engagement in 2025, working closely with leaders from
across the business to deliver day-to-day communications
and also guide our people through business changes,
most notably the management buyout of Henry Boot
Construction.
A robust approach was taken, analysing key audiences from
across the business including risk factors associated with
each cohort of people, their communication preferences,
timing and language. The approach was well received
throughout the group, gaining positive feedback in the Hive
employee engagement survey results.
Regular monthly cross-departmental collaboration meetings
encouraged a joined-up approach between all group service
functions, ensuring a consistent and timely year-round
plan of internal communications. Other areas of focus for
the year included the introduction of D365, supporting
our responsible business agenda through targeted
communications in direct relation to the 5Ps (Performance,
People, Partners, Planet, Places), increased awareness of
physical and mental health support, and the completion of
digital screen installation.
Our monthly internal newsletter ‘the lowdown’ hit its annual
target for engagement after gaining feedback from the
business through a series of focus groups across the country,
and iterative changes reflecting best practice. We also made
movements to engage with a new internal communications
platform provider, now appointed for 2026. They offer
an improved emailing platform allowing us to better
optimise campaigns, respond to device type, and manage
engagement metrics more accurately.
Employee share schemes
The group encourages participation in the company’s
employee share schemes to share in the potential growth
and future success of the group. Eligible employees are
invited to participate in Sharesave and, depending on
the grade, either the Company Share Option Plan or the
Long term Incentive Plan on an annual basis. Details of
employee share schemes are set out in note 30 to the
Financial Statements.
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
153
Directors’ indemnity provisions
Directors risk personal liability under civil and criminal law
for many aspects of the company’s main business decisions.
As a consequence, the Directors could face a range of
penalties, including fines and/or imprisonment. In keeping
with normal market practice, the company believes that
it is prudent and in the best interests of the company to
protect the individuals concerned from the consequences
of innocent error or omission. As a result, the company
operates a directors’ and officers’ liability insurance policy
in order to indemnify Directors and other senior officers of
the company and its subsidiaries. This insurance policy does
not provide cover where the Director or officer has acted
fraudulently or dishonestly.
In addition, subject to the provisions of and to the extent
permitted by relevant statutes, under the Articles of
Association of the company, the Directors and other
officers throughout the year, and at the date of approval
of these Financial Statements, were indemnified out of the
assets of the company against liabilities incurred by them
in the course of carrying out their duties or the exercise of
their powers.
Health and safety
The health and safety of our employees and others
is paramount.
Further information on our approach to health and safety is
provided in the 'our people' section on page 38.
Relationship with stakeholders
Details of how we engage with stakeholders and uphold our
Directors’ duties more widely under s.172 of the Companies
Act 2006, including our suppliers, customers and other
stakeholders, can be found on pages 85 to 89.
Shareholder relations
The company actively communicates with its institutional
and private shareholders and values a two-way conversation
on key company issues. It is this close relationship with
shareholders that is viewed as one of the company’s
particular strengths.
During the year, a number of formal presentations were
made by members of the Board to institutional shareholders
and meetings were held with other major shareholders.
Feedback from these meetings was provided to the Board
by our brokers, through written reports or verbal updates
from the CEO, CFO or the Chair. At every Board meeting,
an update is given to the Non-executive Directors on
any feedback from investors, particularly after investor
roadshow programmes. The Board receives a report at every
meeting on share movements during the period and market
trends. The company uses the Investor Relations section of
its website, henryboot.co.uk, to publish statutory documents
and communications to shareholders, such as the Annual
Report and Financial Statements. The website is designed
to communicate with both present and potential investors
and includes all London Stock Exchange announcements,
investor presentations and press releases. Following
feedback, the company has increased the frequency of
RNS reach announcements to give updates on operational
successes and other company news.
Greenhouse gas emissions
The greenhouse gas emissions disclosures required by
the Companies Act 2006 (Strategic Report and Directors’
Report) Regulations 2013 are included within the Strategic
Report on page 84. This information is incorporated by
reference into (and shall be deemed to form part of)
this report.
Substantial interests in voting rights
Excluding Directors, as at 31 March 2026, being a date not
more than one month prior to the date of the Notice of the
AGM, the information in the table below had been disclosed
to the company in accordance with the requirements in
the UK Listing Rules and the Disclosure Guidance and
Transparency Rules of the Financial Conduct Authority.
Voting rights over
ordinary shares
Number % of issued
Rysaffe Nominees and J J
Sykes (joint holding)
1
20,012,155 14.93
David John Gladman 14,760,550 11.02
The London & Amsterdam Trust
Company Limited 8,487,371 6.37
FIL Limited 7,010,581 5.23
The Fulmer Charitable Trust
2
5,739,580 4.40
1
Rysaffe Nominees and James Sykes are joint registered holders on behalf
of various Reis family trusts and are therefore not included under the
beneficial interests of James Sykes set out in the Directors’ Remuneration
Report.
2
The shares of the Fulmer Charitable Trust, a recognised charity, are
registered in the names of Mr John Spencer Reis, Mrs Sally Anne Reis and
Mrs Caroline Mary Mytum as Trustees.
These figures represent the number of shares and
percentage held as the date of notification to the company.
Details of Directors’ holdings can be found on page 146.
Directors’ report
continued
henryboot.co.uk154
Shares held by the Henry Boot PLC
Employee Trust
The company has an established Employee Trust (the
Trust) for the benefit of the group’s employees to satisfy
existing grants by the company under various share-
based payment arrangements. Details of the company’s
share-based payment arrangements are provided in
note 30 to the Financial Statements. The Trustee of the
Trust, a subsidiary of the company of which the Directors
throughout 2025 were Tim Roberts, Darren Littlewood,
Jaimie Read (from 2 December 2025) and Amy Stanbridge
(until 2 December 2025), exercises the voting rights in
relation to shares held as it, in its absolute discretion, thinks
fit, but having regard to the interests of the beneficiaries.
In respect of the financial year of the company ended on
31 December 2025, the Trust has waived the right to receive
from the company all dividends (if any) in respect of the
shares held within the Trust.
During 2025, the Trust did not purchase any ordinary shares
in the company, although it does from time to time in order
to satisfy upcoming grants. Further details are provided in
note 32 to the Financial Statements.
Share buy-backs
The Company did not acquire any of its own shares
(including treasury shares) through the Trust or by any other
means during the period. As referenced above, it does make
purchases of ordinary shares through the Trust from time to
time in order to satisfy upcoming share plan requirements.
Future developments
Important events since the financial year end and likely
future developments are described in the Strategic Report
on pages 16 to 89 and in note 35 to the Financial Statements.
Research and development
During the year, the Company has not undertaken any
material research and development activity.
Company branches
Details of the Company’s office and depot locations are
shown on page 09. The Company does not have any
overseas branches.
Statement of disclosure of
information to the auditor
The Directors of the company who held office at the date of
approval of this Annual Report each confirm that:
• so far as they are aware, there is no relevant audit
information (information needed by the company’s
auditor in connection with preparing their report) of
which the company’s auditor is unaware; and
• they have taken all the steps that they ought to have
taken as Directors in order to make themselves aware of
any relevant audit information and to establish that the
company’s auditor is aware of that information.
Independent auditor
The external auditor, Ernst & Young LLP, has carried out the
audit of the 2025 financial results. Resolutions re-appointing
Ernst & Young LLP as auditor (Resolution 11) and authorising
the Audit and Risk Committee to fix their remuneration
(Resolution 12) will be proposed at the AGM.
Accountability and audit
Details of the Directors’ responsibilities and the Statement
of Directors’ Responsibilities are contained on page 159. The
Independent Auditor’s Report is given on pages 162 to 169.
Annual General Meeting (AGM)
The Notice of the AGM can be found on pages 236 to 239,
which also details methods of shareholder engagement to
take place in conjunction with the AGM. It is also available
at henryboot.co.uk, where a copy can be viewed and
downloaded.
Additional shareholder information
This section sets out details of other matters on which the
Directors are required to report annually, but which do not
appear elsewhere in this document.
The information below summarises certain provisions
of the current Articles of Association of the company
(as adopted by special resolution on 22 May 2025) (the
Articles) and applicable English law concerning companies
(the Companies Act 2006). This is a summary only and
the relevant provisions of the Companies Act 2006 or
the Articles should be consulted if further information
is required.
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
155
Share capital
The company’s issued share capital comprises two classes
of shares being, respectively, ordinary shares of 10p each
(ordinary shares) and cumulative preference shares of £1 each
(preference shares). Further details of the share capital of the
company are set out in note 30 to the Financial Statements.
As at 7 April 2026, the ordinary shares represent 97.11% of the
total issued share capital of the company by nominal value
and the preference shares represent 2.89% of such total
issued share capital. The ordinary shares and the preference
shares are in registered form. Both classes of share are
admitted to the Official List of the Financial Conduct
Authority.
The Notice of the AGM on pages 236 to 239 includes the
following resolutions:
• An ordinary resolution (Resolution 13) to renew the
authority of the Directors to allot shares up to a maximum
nominal amount of £4,482,935 representing approximately
one-third (33.33%) of the company’s issued ordinary
share capital at 7 April 2026. The authority will expire on
21 August 2027 or at the conclusion of the next AGM,
whichever is the earlier, but it is the present intention of
the Directors to seek annual renewal of this authority. The
Directors do not have any present intention of exercising
the authority.
• A special resolution (Resolution 14) to enable the Directors
to continue to allot equity securities for cash in connection
with a rights or other issue pro rata to the rights of the
existing shareholders, but subject to certain exceptions,
and for any other purpose provided that the aggregate
nominal value of such allotments does not exceed
£672,440 (approximately 5% of the company’s issued
ordinary share capital at 7 April 2026). The authority will
expire on 21 August 2027 or at the conclusion of the next
AGM, whichever is the earlier, but it is the present intention
of the Directors to seek annual renewal of this authority.
The Directors also confirm their intention that, in line
with the Pre-Emption Group’s Statement of Principles, no
more than 7.5% of the issued ordinary share capital of the
company (excluding treasury shares) will be issued for cash
on a non pre-emptive basis during any rolling three-year
period without prior consultation with shareholders.
• A special resolution (Resolution 15) to renew the authority
of the company to make market purchases of up to
13,448,805 of its own issued ordinary shares (10% of the
company’s issued ordinary share capital at 7 April 2026).
The minimum price that may be paid under the authority
for an ordinary share is 10p and the maximum price is
limited to not more than 5% above the average of the
middle market quotations for an ordinary share as derived
from the London Stock Exchange Daily Official List for
the five business days before the purchase is made.
The Directors will exercise the authority only if they are
satisfied that it would be likely to result in an increase in
expected earnings per share of the ordinary share capital
in issue and that any purchase will be in the best interests
of shareholders generally. If the Directors do decide to
exercise the authority, ordinary shares so acquired will
either be cancelled or held as treasury shares, depending
upon the circumstances prevailing at the time.
Rights and obligations attaching to shares
Subject to the Companies Act 2006 and other shareholders’
rights, any share may be issued with such rights and
restrictions as the company may by ordinary resolution
decide or, if no such resolution has been passed or so far
as the resolution does not make specific provision, as the
Board of Directors for the time being of the company (the
Board) may decide. Subject to the Companies Act 2006, the
Articles and any resolution of the company, the Board may
deal with any unissued shares as it may decide.
Rights of preference shares
The preference shares carry the following rights (subject to
Board approval) in priority to the ordinary shares but carry
no further right to participate in profits or assets:
• the right to receive out of the profits of the company a
fixed cumulative preferential dividend at the rate of 5.25%
per annum on the capital paid up thereon;
• the right on a return of assets on a winding up to payment
of the capital paid up thereon together with a sum
calculated at the rate of 6.00% per annum in respect of
any period up to the commencement of the winding up
for which such preferential dividend as referred to above
has not been paid; and
• the right on a return of assets in a reduction of capital to
repayment of the capital paid up thereon together with
a sum equal to all arrears (if any) of such preferential
dividend as referred to above. The preference shares
shall not confer on the holders of them any right to
receive notice of or to be present or to vote at any general
meeting unless either:
– a resolution is proposed directly affecting the rights or
privileges of the holders of the preference shares as a
separate class; or
– at the date of the notice convening the general
meeting, the fixed cumulative preferential dividend
provided in the Articles shall be in arrears for more
than six months.
Voting
Voting on each resolution will be conducted by way of a poll
in accordance with the terms of the Articles. The results of
the poll will be announced to the London Stock Exchange
and will be made available on the company’s website at
www.henryboot.co.uk as soon as practicable following the
conclusion of the AGM. Under the Companies Act 2006,
shareholders are entitled to appoint a proxy to exercise all or
any of their rights to attend and to speak and vote on their
behalf at a general meeting or class meeting.
Directors’ report
continued
henryboot.co.uk156
Restrictions on voting
A shareholder shall not be entitled to vote at any general
meeting or class meeting in respect of any shares held by
him unless all calls and other sums presently payable by
him in respect of that share have been paid. In addition,
holders of default shares (as defined in the Articles) shall
not be entitled to vote during the continuance of a default
in providing the company with information concerning
interests in those shares required to be provided (following
relevant notification) under the Companies Act 2006.
Deadlines for voting rights
Full details of the deadlines for exercising voting rights in
respect of the resolutions to be considered at the AGM to
be held on 21 May 2026 are set out in the Notice of AGM on
pages 236 to 239.
Documents available for inspection
at and prior to the AGM
Copies of contracts of service and letters of appointment of
the Directors with the company and the Articles are available
for inspection at the company’s registered office on any
weekday (Saturdays, Sundays and Bank Holidays excepted)
during normal business hours.
Dividends and distributions
The company may, by ordinary resolution, declare a dividend
to be paid to the shareholders but no dividend shall exceed
the amount recommended by the Board. The Board may pay
interim dividends and also any fixed rate dividend whenever
the financial position of the company justifies its payment
in the opinion of the Board. If the Board acts in good faith,
none of the Directors shall incur any liability to the holders
of shares with preferred rights for any loss they may suffer
in consequence of the payment of an interim dividend on
other shares.
Variation of rights
The Articles specify that the special rights attached to any
class of shares may, either with the consent in writing of
holders of three-quarters of the issued shares of that class or
with the sanction of a special resolution passed at a separate
meeting of such holders (but not otherwise), be modified
or abrogated.
Transfer of shares
Under and subject to the restrictions in the Articles,
any shareholder may transfer some or all of their shares
in certificated form by transfer in writing in any usual
form or in any other form which the Board may approve.
Uncertificated shares must be transferred by means of a
relevant system, such as CREST. The Board may, save in
certain circumstances, refuse to register any transfer of a
certificated share not fully paid up.
The Board may also refuse to register any transfer of
certificated shares unless it is:
• in respect of only one class of shares;
• duly stamped or exempt from stamp duty;
• delivered to the office or at such other place as the Board
may decide for registration; and
• accompanied by the certificate for the shares to be
transferred and such other evidence (if any) as the Board
may reasonably require to show the right of the intending
transferor to transfer the shares.
In addition, the Board may refuse to register any transfer of
shares which is in favour of more than four transferees.
Repurchase of shares
Subject to the provisions of the Companies Act 2006 and
to any rights conferred on the holders of any class of shares,
the company may purchase all or any of its shares of any
class, including any redeemable shares.
Amendment to the Articles of Association
Any amendments to the Articles may be made in
accordance with the provisions of the Companies Act 2006
by way of special resolution.
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
157
Appointment and replacement
of Directors
The Directors shall not, unless otherwise determined by
an ordinary resolution of the company, be less than three
nor more than 15 in number. Directors may be appointed
by the company by ordinary resolution or by the Board. A
Director appointed by the Board shall retire from office at
the next AGM of the company but shall then be eligible
for reappointment. The Board may appoint one or more
Directors to hold any office or employment under the
company for such period (subject to the Companies Act
2006) and on such terms as it may decide and may revoke or
terminate any such appointment.
At each AGM, each Director shall retire from office in
accordance with the Articles. A Director who retires may,
if willing to act, be reappointed.
In addition to any power of removal conferred by the
Companies Act 2006, the company may by ordinary
resolution remove any director before expiration of his
period of office. A Director may also be removed from office
by the service on them of a notice to that effect signed
by all the other Directors. The office of a Director shall be
vacated if:
i. they cease to be a director by virtue of the Companies
Act 2006 or are otherwise prohibited by law from being
a Director;
ii. they become bankrupt or make any arrangement or
composition with their creditors generally;
iii. they are, in the opinion of a registered medical practitioner
who is treating them, physically or mentally incapable
of acting as a Director and may remain so for more than
three months, and the board resolves that their office
be vacated;
iv. their contract of service as a director expires or is
terminated for any reason and is neither renewed nor a
new contract granted within 14 days;
v. for more than six months they are absent, without
permission from the Board, from meetings of the Board
held during that period, and the Board resolves that their
office be vacated; or
vi. they serve on the company notice of their wish to resign.
Powers of the Directors
The business of the company shall be managed by the Board
which may exercise all the powers of the company, subject
to the provisions of the Articles and any resolution of the
company’s shareholders.
The Articles specify that the Board may exercise all the
powers of the company to borrow money and to mortgage
or charge all or any part of its undertaking, property and
assets and uncalled capital and to issue debentures and
other securities, subject to the provisions of the Articles.
Conflicts of interest
Directors are asked to declare any conflicts of interests at
the start of any board and committee meeting if they relate
to any agenda items, and a register of standing conflicts of
interests is also maintained.
Takeovers and significant agreements
The company is a party to the following significant
agreements that take effect, alter or terminate on a change
of control of the company following a takeover bid:
• the company’s share schemes and plans; and
• bank facilities whereby upon a ‘change of control’ the
lenders shall consult with the company for a period not
greater than 30 days (commencing on the date of the
change of control) to determine whether and on what
basis the lenders are prepared to continue the facility.
Information rights
Beneficial owners of shares who have been nominated by the
registered holder of those shares to enjoy information rights
under Section 146 of the Companies Act 2006 are required
to direct all communications to the registered holder of their
shares, rather than to the company’s registrars, Computershare
Investor Services PLC or to the company directly.
Approved by the Board and signed by its order by
Jaimie Read
Company Secretary
14 April 2026
Directors’ report
continued
henryboot.co.uk158
Statement of Directors’ responsibilities in
respect of the Financial Statements
The Directors are responsible for preparing the Annual
Report and the Financial Statements in accordance with
applicable United Kingdom law and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law, the
Directors have elected to prepare the group and parent
company Financial Statements in accordance with UK-
adopted international accounting standards (IFRSs). Under
company law, the Directors must not approve the Financial
Statements unless they are satisfied that they give a true and
fair view of the state of affairs of the group and the company,
and of the profit or loss of the group and the company for
that period.
In preparing these Financial Statements, the Directors are
required to:
• select suitable accounting policies in accordance with IAS
8 ‘Accounting Policies, Changes in Accounting Estimates
and Errors’ and then apply them consistently;
• make judgements and accounting estimates that are
reasonable and prudent;
• present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
• provide additional disclosures when compliance with the
specific requirements in IFRSs is insufficient to enable
users to understand the impact of particular transactions,
other events and conditions on the group and company
financial position and financial performance;
• in respect of the group Financial Statements, state
whether UK-adopted international accounting standards
have been followed, subject to any material departures
disclosed and explained in the financial statements;
• in respect of the parent company Financial Statements,
state whether UK-adopted international accounting
standards, have been followed, subject to any material
departures disclosed and explained in the financial
statements; and
• prepare the Financial Statements on the going concern
basis unless it is inappropriate to presume that the
company and/or the group will continue in business.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the company’s and group’s transactions, and disclose with
reasonable accuracy at any time the financial position of
the company and the group and enable them to ensure that
the company and the group Financial Statements comply
with the Companies Act 2006. They are also responsible for
safeguarding the assets of the group and parent company
and, hence, for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a Strategic Report, Directors’
Report, Directors’ Remuneration Report and corporate
governance statement that comply with that law and
those regulations. The Directors are responsible for the
maintenance and integrity of the corporate and financial
information included on the company’s website.
The Directors confirm, to the best of their knowledge:
• that the consolidated Financial Statements, prepared in
accordance with UK-adopted international accounting
standards, give a true and fair view of the assets,
liabilities, financial position and profit of the parent
company and undertakings included in the consolidation
taken as a whole;
• that the Annual Report, including the Strategic
Report, includes a fair review of the development and
performance of the business and the position of the
company and undertakings included in the consolidation
taken as a whole, together with a description of the
principal risks and uncertainties that they face; and
• that they consider the Annual Report, taken as a whole,
is fair, balanced and understandable, and provides the
information necessary for shareholders to assess the
company’s position, performance, business model and
strategy.
Approved by the Board and signed on its behalf by
Tim Roberts
Director
Darren Littlewood
Director
14 April 2026
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
159
Financial
Statements
Pictured: INTER, Welwyn Garden City, 71,000 sq ft of Grade-A
Industrial and Logistic space across 3 units.
henryboot.co.uk160
Financial Statements
Independent auditor’s report 162
Consolidated statement of
comprehensive income
170
Statements of financial position 171
Statements of changes in equity 172
Statements of cash flows 173
Notes to the financial statements 174
161
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
Independent
auditor’s report
to the members of Henry Boot PLC
Opinion
In our opinion:
• Henry Boot PLC’s group financial statements and parent
company financial statements (the “financial statements”)
give a true and fair view of the state of the group’s and of
the parent company’s affairs as at 31 December 2025 and
of the group’s profit for the year then ended;
• the group financial statements have been properly
prepared in accordance with UK adopted international
accounting standards;
• the parent company financial statements have been
properly prepared in accordance with UK adopted
international accounting standards as applied in
accordance with section 408 of the Companies Act
2006; and
• the financial statements have been prepared in
accordance with the requirements of the Companies
Act 2006.
We have audited the financial statements of Henry Boot (the
‘parent company’) and its subsidiaries (the ‘group’) for the
year ended 31 December 2025 which comprise:
Group Parent Company
Group statement of
financial position as at
31 December 2025
Parent Company
statement of financial
position as at
31 December 2025
Consolidated statement
of comprehensive income
for the year ended
31 December 2025
Parent Company
statement of changes in
equity for the year ended
31 December 2025
Group statement of changes
in equity for the year ended
31 December 2025
Parent Company
statement of cash flows
for the year ended
31 December 2025
Group statement of cash
flows for the year ended
31 December 2025
Related notes 1 to 38 to
the financial statements
including material
accounting policy
information
Related notes 1 to 38 to
the financial statements,
material accounting policy
information
The financial reporting framework that has been applied
in their preparation is applicable law and UK adopted
international accounting standards and as regards the parent
company financial statements, as applied in accordance with
section 408 of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are further
described in the Auditor’s responsibilities for the audit of
the financial statements section of our report. We believe
that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Independence
We are independent of the group and parent in accordance
with the ethical requirements that are relevant to our audit
of the financial statements in the UK, including the FRC’s
Ethical Standard as applied to listed public interest entities,
and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical
Standard were not provided to the group or the parent
company and we remain independent of the group and the
parent company in conducting the audit.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that
the directors’ use of the going concern basis of accounting
in the preparation of the financial statements is appropriate.
Our evaluation of the directors’ assessment of the group
and parent company’s ability to continue to adopt the going
concern basis of accounting included:
• In conjunction with our walkthrough of the Group’s
financial close process, obtaining an understanding
of management’s going concern assessment process
and challenging management to ensure key factors
were considered in their assessment. We obtained
an understanding of each of management’s modelled
scenarios, including the base case and a severe
downside case.
• Assessing the appropriateness of the duration of the
going concern assessment period to 31 December 2027
and considering our knowledge of significant events or
conditions beyond this period, based on our procedures
on the Group’s business plan, cash flow forecasts and
from knowledge arising from other areas of the audit.
• Obtaining management’s going concern assessment,
including the cash flow forecasts and forecast covenant
compliance, for the going concern period through to
31 December 2027, The Group has modelled a base
case and severe but plausible downside scenarios. The
downside scenario models significant curtailment of
activity in 2026 followed by modest growth through 2027.
• Assessing the historical accuracy of forecasting and
challenging the appropriateness of key assumptions in
management’s forecasts;
• Considering the mitigating factors included in
management’s downside scenario and assessing whether
they are within control of the Group, for example,
reducing uncommitted development and acquisition
expenditure
henryboot.co.uk162
• Verifying the inputs into the cash flow forecasts, the
debt facility terms, and reconciling the available liquidity
(cash and available facilities) as at 31 December 2025.
We further reviewed signed borrowing agreements to
confirm both availability to the Group and the forecast
debt repayments through the going concern assessment
period.
• Assessing management’s break case which focuses on a
breach in the EBIT cover covenant;
• Performing an independent reverse stress test to consider
other factors which could lead to the Group utilising all
liquidity or breaching the financial covenants during the
going concern period and assessing how likely these are
to materialise; and
• reviewing the Group’s going concern disclosures included
in the annual report in order to assess that the disclosures
were appropriate and in conformity with the reporting
standards.
Based on the work we have performed, we have not
identified any material uncertainties relating to events
or conditions that, individually or collectively, may cast
significant doubt on the group and parent company’s
ability to continue as a going concern for a period to
31 December 2027.
In relation to the group and parent company’s reporting
on how they have applied the UK Corporate Governance
Code, we have nothing material to add or draw attention
to in relation to the directors’ statement in the financial
statements about whether the directors considered it
appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report. However, because not all future
events or conditions can be predicted, this statement is not
a guarantee as to the group’s ability to continue as a going
concern.
Overview of our audit approach
Audit
scope
• We performed an audit of the complete
financial information of six components
and audit procedures on specific
balances for a further fifteen components
and central procedures on intercompany,
payroll and cash.
Key audit
matters
• Valuation of contract balances and
associated revenue and profit recognition
• Valuation of house building inventories
and profit recognition
• Valuation of investment properties
Materiality
• Overall group materiality of £1.46m which
represents 5% of profit before tax.
An overview of the scope of the parent
companyand group audits
In the current year our audit scoping has continued to
reflect the requirements of ISA (UK) 600 (Revised). We
have followed a risk-based approach when developing
our audit approach to obtain sufficient appropriate
audit evidence on which to base our audit opinion. We
performed risk assessment procedures, with input from
our component auditors, to identify and assess risks of
material misstatement of the Group financial statements
and identified significant accounts and disclosures. When
identifying components at which audit work needed
to be performed to respond to the identified risks of
material misstatement of the Group financial statements,
we considered our understanding of the Group and its
business environment, the potential impact of climate
change, the applicable financial framework, the group’s
system of internal control at the entity level, the existence of
centralised processes, applications and any relevant internal
audit results.
We then identified five components as individually relevant
to the Group due to relevant events and conditions
underlying the identified risks of material misstatement of
the group financial statements being associated with the
reporting components.
For those individually relevant components, we identified
the significant accounts where audit work needed to be
performed at these components by applying professional
judgement, having considered the group significant
accounts on which centralised procedures will be
performed, the reasons for identifying the financial reporting
component as an individually relevant component and the
size of the component’s account balance relative to the
group significant financial statement account balance.
We then considered whether the remaining group significant
account balances not yet subject to audit procedures, in
aggregate, could give rise to a risk of material misstatement
of the group financial statements. We selected sixteen
components of the group to include in our audit scope to
address these risks.
Having identified the components for which work will be
performed, we determined the scope to assign to each
component.
Of the six components selected, we designed and
performed audit procedures on the entire financial
information of ones component (“full scope components”).
For fifteen components, we designed and performed audit
procedures on specific significant financial statement
account balances or disclosures of the financial information
of the component (“specific scope components”).
Across these twenty-one components we performed
centralised audit procedures on intercompany, payroll
and cash.
Our scoping to address the risk of material misstatement
for each key audit matter covered 100% of each key audit
matter.
163Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
Independent
auditor’s report
to the members of Henry Boot PLC continued
Involvement with component teams
All audit work performed for the purposes of the audit was
undertaken by the Group audit team.
Climate change
Stakeholders are increasingly interested in how climate
change will impact Henry Boot PLC. The Group has
concluded that the property development industry is one
of the higher risk sectors and they continuously monitor
the risks and opportunities arising and the materiality of
the financial impacts of those risks may present to the
business. This is explained on pages 68 to 84 in the required
Task Force on Climate related Financial Disclosures and on
page 60 in the principal risks and uncertainties. They have
also explained their climate commitments on page 44. All
of these disclosures form part of the “Other information,”
rather than the audited financial statements. Our procedures
on these unaudited disclosures therefore consisted solely
of considering whether they are materially inconsistent with
the financial statements or our knowledge obtained in the
course of the audit or otherwise appear to be materially
misstated, in line with our responsibilities on “Other
information”.
In planning and performing our audit we assessed the
potential impacts of climate change on the Group’s business
and any consequential material impact on its financial
statements.
The Group has explained in the basis of preparation note
their articulation of how climate change has been reflected
in the financial statements. There are no significant
judgements or estimates relating to climate change in the
notes to the financial statements. The Group has concluded
that the environmental impact on the Group’s operations
is relatively low and no issues were identified that would
materially impact the carrying values of such assets or have
any other impact on the financial statements.
Our audit effort in considering the impact of climate change
on the financial statements was focused on evaluating
whether management’s assessment of the impact of the
physical climate risk of flooding has been appropriately
reflected in inventory asset values and that the Group’s
relevant transition costs have been appropriately reflected
in the investment property valuation. We also challenged
the Directors’ considerations of climate change risks in their
assessment of going concern and viability and associated
disclosures. Where considerations of climate change were
relevant to our assessment of going concern, these are
described above. As part of this evaluation, we performed
our own risk assessment, supported by our climate change
internal specialists, include other relevant steps to our risk
assessment to determine the risks of material misstatement
in the financial statements from climate change which
needed to be considered in our audit.
We also challenged the Directors’ considerations of climate
change risks in their assessment of going concern and
viability and associated disclosures. Where considerations
of climate change were relevant to our assessment of going
concern, these are described above.
Based on our work, whilst we have not identified the
impact of climate change on the financial statements to
be a standalone key audit matter, we have considered the
impact on the valuation of investment properties. Details of
the impact, our procedures and findings are included in our
explanation of the key audit matter below.
henryboot.co.uk164
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not
due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy,
the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in
the context of our audit of the financial statements as a whole, and in our opinion thereon, and we do not provide a separate
opinion on these matters.
Risk Our response to the risk
Valuation of contract balances
and associated revenue and profit
recognition
Refer to the Audit Committee Report
(pages 119 to 120); Accounting policies
(page 176); and Notes 1,17 and 22 of
the Consolidated Financial Statements
(pages 184, 206 and 210)
The group has reported revenues
from construction and development
contracts for the year of £38.9m (2024
- £17.9m). The group has reported
contract assets of £8.4m (2024- £12.7m)
and contract liabilities of nil (2024 -
£4.9m).
For construction and development
contract activity the performance
obligation is satisfied over time. This
means that revenue is recognised
by measuring the progress towards
completing the performance obligation
satisfactorily.
This assessment requires management
to estimate the stage of completion
of construction and development
contract activity and assess costs
to complete. Forecasting is highly
subjective and is an area that could lead
to misstatement of revenue, profit and
related construction and development
contract balances either through error
or management bias.
• Walkthroughs to understand the key process and identify key controls;
• For a sample of contracts in progress at the year end, we recalculated the
percentage completion, revenue recognised in the year and corresponding
contract assets and liabilities;
• For cost plus contracts, we verified the accuracy and allowability of costs by
tracing a sample of incurred costs to third party support and recalculating
revenue using the agreed cost plus margin to confirm the correctness of
amounts recognised
• We analysed the historical accuracy by comparing original forecast margins
to their final actual margins on completed contracts;
• We performed look back margin analysis (focused on completed contracts)
to identify any historic trends related to deterioration of margin and actual
margin levels achieved to identify whether there is a history of not achieving
forecast margin;
• We challenged the total cost to complete assumptions (including cost
contingencies), for a sample of incomplete projects, by:
• Holding discussions with project managers and quantity surveyors to
understand the basis for the assumptions and attending the year end
valuation meetings where the costs to complete are challenged internally;
• Understanding the nature of costs to come and evaluating the split
between fixed and variable costs to assess the cost volatility risk;
• Testing a sample of costs to complete by agreeing through to purchase
order, contract or other 3rd party evidence;
• Assessing management’s consideration of key supplier resilience for
contracts where costs with sub-contractors are fixed; and
• Obtaining the post year end CVRs (Cost Variance Reports) to identify any
margin movements that should have been reflected at year end.
• Checking level of contracted costs against estimates to identify cost
inflation not being factored into estimates.
• We performed sensitivity analysis for the incomplete contracts to determine
what level of cost increase would exhaust the annual contingency or result in
a material impact to the amounts recognised as revenue and cost of sales in
the year;
• We performed sensitivity analysis for project delay would result in a material
impact to the amounts recognised as revenue and cost of sales in the year
(See Appendix A);
• We visited a sample of sites to gain a deeper understanding of the projects
and to identify any contra-indicators of the stage of completion through
discussion with the onsite project managers.
Key observations communicated to the Audit Committee
Based on our audit procedures we have concluded that the valuation of contract balances and associated revenue and
profit recognition recognised in the year are not materially misstated.
165Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
Independent
auditor’s report
to the members of Henry Boot PLC continued
Risk Our response to the risk
Valuation of house building inventories
and profit recognition
Refer to the Audit Committee Report
(page 120); Accounting policies (page
180); and Note 20 of the Consolidated
Financial Statements (page 209)
The Group holds house building
inventories of £156m (2024- £112m).
There is a risk that the margin used to
recognise profit on each development
is incorrect and that the carrying value
of inventory could be overstated.
The carrying value of inventory
is determined by reference to
assumptions inherent in the site
forecasts, such as costs to complete
and expected selling price. These are
used to calculate the expected margin
on each development and the cost of
sale recorded when a plot is sold. There
is a risk that these assumptions may
be subject to management override
or error.
We performed the following audit procedures to challenge management’s
judgements over costs to complete and expected selling prices on material
incomplete sites:
• Performed walkthroughs to understand the key process and identify key
controls
• For completed sites, we compared budgeted and actual costs and margin to
assess the historical accuracy of management’s forecasting;
• Tested a sample of costs incurred in the period by agreeing to third party
invoices and ensuring the cost allocation to the correct site
• Challenged the cost to complete assumptions on all material
incomplete sites:
• We met with the Commercial Director to review site status and
performance to date, and to understand the basis for cost to complete
assumptions, including any excess costs or savings recognised since the
initial forecasts.
• We tested a sample of cost to complete estimates by tracing them to
third party supporting documentation (such as tenders and purchase
orders), with particular focus on cost categories subject to higher levels of
estimation.
• We compared original budgeted margins to current expected site margins
to assess the historical accuracy of management’s forecasting and its
impact on cost of sales.
• We tested for inventory impairment where the total expected selling
price of a development was lower than the combined carrying value of
inventory and estimated costs to complete.
• We reviewed post year end site forecasts and attended relevant
management meetings to identify any cost increases that should have
been reflected in the year end estimates.
• We assessed the appropriateness of material journal entries recorded
between sites. We evaluated the historical accuracy of management’s
cost assumptions by analysing variances between budgeted and final
margins on completed developments.
• Challenged the expected selling price assumptions on all material
incomplete sites:
• Met with the Commercial Director to understand the basis for expected
selling price assumptions applied to material incomplete sites.
• Reviewed industry publications to identify any contradictory market
evidence in relation to expected selling prices.
• Tested a sample of expected selling prices to current market prices,
using external property websites and the most recent selling prices for
comparable house types.
Key observations communicated to the Audit Committee
Based on our audit procedures we have concluded that the house building inventory balance and profit recognised in the
year are not materially misstated.
henryboot.co.uk166
Risk Our response to the risk
Valuation of investment properties
Refer to the Audit Committee Report
(page 119); Accounting policies (page
179); and Note 14 of the Consolidated
Financial Statements (pages 198
to 202).
The Group holds Investment property
of £94.6m (2024 - £96.3m). The change
in fair value of investment properties is
a £2.1m gain (2024: £4.5m gain)
There is a risk that the carrying value
of investment properties is misstated,
given that the carrying value of
these assets is based on a number of
assumptions which contain inherent
uncertainties and which require
management judgement. Uncertainties
in the valuations include yields,
market rent, actual rent achieved and
commercial property values amongst
other building specific assumptions.
In addition, there is a risk that
management inappropriately override
the valuation determined by the
external valuer.
To address the significant risk, we have performed the following procedures:
• Walkthroughs to understand the key process and identify key mitigating
controls
• For a sample of investment properties, we engaged our internal EY
valuation specialists to assess the appropriateness of valuations prepared
by managements external valuer. This was inclusive of reviewing external
valuation reports and testing the underlying data and assumptions that are
used in forming these valuations. This involved independently validating
the key assumptions, including rental levels, yields and wider commercial
property market inputs against third party evidence and general market
activity.
• Engaged in discussions with managements external valuers to confirm their
approach, including their considerations of climate risk and considered
contrary evidence. We additionally challenged valuers on their assumptions.
• We assessed the competence and objectivity of managements specialist
valuers; and
• We reconciled third party property valuations to the property book values
(IP) and tested any material reconciling items.
Key observations communicated to the Audit Committee
Based on our audit procedures we have concluded that the investment property balance is not materially misstated.
Our application of materiality
The magnitude of an omission or misstatement that,
individually or in the aggregate, could reasonably be
expected to influence the economic decisions of the users
of the financial statements. Materiality provides a basis for
determining the nature and extent of our audit procedures.
We determined materiality for the Group to be £1.46 million
(2024: £1.5 million), which is 5% (2024: 5%) of Profit before
Tax. We believe that Profit before Tax provides us with us
with an appropriate basis of materiality and is the most
relevant measure for stakeholders as it is a focus of both
management and investors.
We determined materiality for the Parent Company to be
£3.2 million (2024: £2.7 million), which is 2% (2024: 2%) of
Equity. However, we have capped the materiality for our
audit testing to the allocated materiality of the Group.
Performance materiality
The application of materiality at the individual account
or balance level. It is set at an amount to reduce to an
appropriately low level the probability that the aggregate
of uncorrected and undetected misstatements exceeds
materiality.
On the basis of our risk assessments, together with our
assessment of the Group’s overall control environment,
our judgement was that performance materiality was 50%
(2024: 75%) of our planning materiality, namely £0.73m
(2024: £1.1m). We have set performance materiality at this
percentage due to this being a recurring audit with a history
of few misstatements. Audit work at component locations
for the purpose of obtaining audit coverage over significant
financial statement accounts is undertaken based on a
percentage of total performance materiality.
Audit work was undertaken at component locations for
the purpose of responding to the assessed risks of material
misstatement of the group financial statements. The
performance materiality set for each component is based
on the relative scale and risk of the component to the Group
as a whole and our assessment of the risk of misstatement
at that component. In the current year, the range of
performance materiality allocated to components was
£0.15m to £0.44m (2024: £0.2m to £0.7m).
Reporting threshold
An amount below which identified misstatements are
considered as being clearly trivial.
We agreed with the Audit Committee that we would report
to them all uncorrected audit differences in excess of £73k
(2024: £80k), which is set at 5% of planning materiality, as
well as differences below that threshold that, in our view,
warranted reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both
the quantitative measures of materiality discussed above and
in light of other relevant qualitative considerations in forming
our opinion.
167Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
Independent
auditor’s report
to the members of Henry Boot PLC continued
Other information
The other information comprises the information included
in the annual report set out on pages 1 to 233, other than the
financial statements and our auditor’s report thereon. The
directors are responsible for the other information contained
within the annual report.
Our opinion on the financial statements does not cover
the other information and, except to the extent otherwise
explicitly stated in this report, we do not express any form of
assurance conclusion thereon.
Our responsibility is to read the other information and,
in doing so, consider whether the other information is
materially inconsistent with the financial statements or our
knowledge obtained in the course of the audit or otherwise
appears to be materially misstated. If we identify such
material inconsistencies or apparent material misstatements,
we are required to determine whether this gives rise
to a material misstatement in the financial statements
themselves. If, based on the work we have performed, we
conclude that there is a material misstatement of the other
information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed
by the Companies Act 2006
In our opinion, the part of the directors’ remuneration report
to be audited has been properly prepared in accordance
with the Companies Act 2006.
In our opinion, based on the work undertaken in the course
of the audit:
• the information given in the strategic report and
the directors’ report for the financial year for which
the financial statements are prepared is consistent
with the financial statements and those reports have
been prepared in accordance with applicable legal
requirements;
• the information about internal control and risk
management systems in relation to financial reporting
processes and about share capital structures, given in
compliance with rules 7.2.5 and 7.2.6 in the Disclosure
Rules and Transparency Rules sourcebook made by the
Financial Conduct Authority (the FCA Rules), is consistent
with the financial statements and has been prepared in
accordance with applicable legal requirements; and
• information about the company’s corporate governance
statement and practices and about its administrative,
management and supervisory bodies and their
committees complies with rules 7.2.2, 7.2.3 and 7.2.7 of
the FCA Rules.
Matters on which we are required to
report by exception
In the light of the knowledge and understanding of the group
and the parent company and its environment obtained in
the course of the audit, we have not identified material
misstatements in:
• the strategic report or the directors’ report; or
• the information about internal control and risk
management systems in relation to financial reporting
processes and about share capital structures, given in
compliance with rules 7.2.5 and 7.2.6 of the FCA Rules
We have nothing to report in respect of the following
matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the
parent company, or returns adequate for our audit have
not been received from branches not visited by us; or
• the parent company financial statements and the part of
the Directors’ Remuneration Report to be audited are not
in agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified
by law are not made; or
• we have not received all the information and explanations
we require for our audit
• a Corporate Governance Statement has not been
prepared by the company
Corporate Governance Statement
We have reviewed the directors’ statement in relation to
going concern, longer-term viability and that part of the
Corporate Governance Statement relating to the group
and company’s compliance with the provisions of the UK
Corporate Governance Code specified for our review by the
UK Listing Rules.
Based on the work undertaken as part of our audit, we
have concluded that each of the following elements of the
Corporate Governance Statement is materially consistent
with the financial statements or our knowledge obtained
during the audit:
• Directors’ statement with regards to the appropriateness
of adopting the going concern basis of accounting and
any material uncertainties identified set out on page
65 to 66;
• Directors’ explanation as to its assessment of the
company’s prospects, the period this assessment covers
and why the period is appropriate set out on page
65 to 66;
• Directors’ statement on whether it has a reasonable
expectation that the group will be able to continue
in operation and meets its liabilities set out on page
65 to 66;
• Directors’ statement on fair, balanced and understandable
set out on page 152;
• Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out on
page 57 to 64;
• The section of the annual report that describes the review
of effectiveness of risk management and internal control
systems set out on page 116 to 120; and
• The section describing the work of the audit committee
set out on page 116 to 120.
henryboot.co.uk168
Responsibilities of directors
As explained more fully in the directors’ responsibilities
statement set out on page 159, the directors are responsible
for the preparation of the financial statements and for being
satisfied that they give a true and fair view, and for such
internal control as the directors determine is necessary to
enable the preparation of financial statements that are free
from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the group and parent company’s
ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the
going concern basis of accounting unless the directors
either intend to liquidate the group or the parent company
or to cease operations, or have no realistic alternative but
to do so.
Auditor’s responsibilities for the
audit of the financial statements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error,
and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance with
ISAs (UK) will always detect a material misstatement when
it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial
statements.
Explanation as to what extent the audit was
considered capable of detecting irregularities,
including fraud
Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above,
to detect irregularities, including fraud. The risk of not
detecting a material misstatement due to fraud is higher than
the risk of not detecting one resulting from error, as fraud
may involve deliberate concealment by, for example, forgery
or intentional misrepresentations, or through collusion. The
extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below.
However, the primary responsibility for the prevention
and detection of fraud rests with both those charged with
governance of the company and management.
• We obtained an understanding of the legal and regulatory
frameworks that are applicable to the group and
determined that the most significant are those that relate
to the reporting framework (UK adopted international
accounting standards as applied in accordance with
section 408 of the Companies Act 2006), the relevant
tax compliance regulations in the UK, employment law
and building safety regulations. We understood how
Henry Boot PLC is complying with those frameworks
by making enquiries of management, Internal Audit,
those responsible for legal and compliance procedures
and the Company Secretary. We corroborated our
enquiries through our review of board minutes and
papers provided to the Audit Committee. We assessed
the susceptibility of the group’s financial statements to
material misstatement, including how fraud might occur
by meeting with management from various parts of the
business to understand where it considered there was a
susceptibility to fraud. We also considered performance
targets and their propensity to influence efforts made
by management to manage earnings. We considered the
programmes and controls that the Group has established
to address risks identified, or that otherwise prevent,
deter and detect fraud; and how senior management
monitors those programmes and controls. Where the
risk was considered to be higher, we performed audit
procedures to address each identified fraud risk, as
set out in the Key Audit Matters section above. These
procedures included testing manual journals and were
designed to provide reasonable assurance that the
financial statements were free from material fraud and
error. Based on this understanding we designed our audit
procedures to identify non-compliance with such laws
and regulations. Our procedures involved journal entry
testing, with a focus on manual consolidation journals,
and journals indicating large or unusual transactions
based on our understanding of the business; enquiries
of Group management and Internal Audit; and focused
testing, as referred to in the key audit matters section
above. In addition, we completed procedures to conclude
on the compliance of the disclosures in the Annual
Report and Accounts with the requirements of the
relevant accounting standards, UK legislation and the UK
Corporate Governance Code 2018.
A further description of our responsibilities for the audit
of the financial statements is located on the Financial
Reporting Council’s website at https://www.frc.org.uk/
auditorsresponsibilities. This description forms part of our
auditor’s report.
Other matters we are required to address
• Following the recommendation from the audit committee,
we were appointed by the company on 22 May 2025
to audit the financial statements for the year ending
31 December 2025 and subsequent financial periods
• The period of total uninterrupted engagement including
previous renewals and reappointments is five years,
covering the years ending 31 December 2020 to
31 December 2025.
• The audit opinion is consistent with the additional report
to the audit committee.
Use of our report
This report is made solely to the company’s members,
as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken
so that we might state to the company’s members those
matters we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility
to anyone other than the company and the company’s
members as a body, for our audit work, for this report, or for
the opinions we have formed.
Paul Copland (Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
Edinburgh
14 April 2026
169Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
Consolidated statement of
comprehensive income
For the year ended 31 December 2025
Note
2025
£’000
2024
£’000
(Restated)
Revenue 1 251,549 266,192
Cost of sales (185,725) (194,257)
Gross profit 65,824 71,935
Other operating income 1 16,040 12,609
Administrative expenses (40,296) (42,023)
Other operating expenditure 1 (16,329) (13,018)
25,239 29,503
Increase in fair value of investment properties 14 2,087 4,464
Profit on sale of investment properties 512 102
Profit on sale of assets held for sale 887 –
Share of profit of joint ventures and associates 16 1,727 2,431
Operating profit 3 30,452 36,500
Finance income 5 3,940 5,115
Finance costs 6 (7,975) (8,664)
Profit before tax 26,417 32,951
Tax 7 (8,062) (7,434)
Profit for the year from continuing operations 18,355 25,517
Profit for the year from discontinued operations 38 2,176 (1,887)
Profit for the period 20,531 23,630
Other comprehensive (expense)/income not being reclassified to
profit or loss in subsequent years:
Revaluation of group occupied property 12 25 64
Deferred tax on property revaluations 19 63 (67)
Actuarial (loss)/gain on defined benefit pension scheme 28 (6,927) 2,196
Deferred tax on actuarial (loss)/gain 19 1,732 (549)
Total other comprehensive (expense)/
income not being reclassified to profit or loss in subsequent years (5,107) 1,644
Total comprehensive income for the year 15,424 25,274
Profit for the year attributable to:
Owners of the Parent Company 23,517 23,333
Non-controlling interests (2,986) 297
20,531 23,630
Total comprehensive income attributable to:
Owners of the Parent Company 18,410 24,977
Non-controlling interests (2,986) 297
15,424 25,274
Earnings per share
Basic, profit attributable to the ordinary equity holders of the Parent 9 17.6p 17.4p
Diluted, profit attributable to the ordinary equity holders of the Parent 9 17.1p 17.0p
Earnings per share from continuing operations
Basic, profit attributable to the ordinary equity holders of the Parent 15.9p 18.9p
Diluted, profit attributable to the ordinary equity holders of the Parent 15.5p 18.4p
1
See ‘prior year restatements’ on page 174
henryboot.co.uk170
Statement of
financial position
As at 31 December 2025
Note
Group Parent Company
2025
£’000
2024
(Restated)
£’000
2025
£’000
2024
(Restated)
£’000
Assets
Non-current assets
Intangible assets 11 1,265 617 1,145 –
Property, plant and equipment 12 26,913 29,293 1,887 2,495
Right-of-use assets 13 2,929 3,460 1,261 1,615
Investment properties 14 94,646 96,275 – –
Investments 15 – – 38,973 38,906
Investment in joint ventures and associates 16 22,886 13,280 – –
Retirement benefit asset 28 3,009 9,930 3,009 9,930
Trade and other receivables 18 47,920 8,458 198,833 193,366
Deferred tax assets 19 – 219 177 244
199,568 161,532 245,285 246,556
Current assets
Inventories 20 368,065 332,871 – –
Contract assets 17 8,419 12,693 – –
Trade and other receivables 18 69,920 90,467 61,166 25,803
Cash 8,399 16,764 4,803 9,535
Current tax receivable – – – 2,664
Assets held for sale 21 – 9,315 – –
454,803 462,110 65,969 38,002
Liabilities
Current liabilities
Trade and other payables 23 86,411 89,820 23,411 66,490
Contract liabilities 22 – 4,882 – –
Current tax liabilities 4,701 2,909 7,434 –
Borrowings 26 871 1,943 9 42
Lease liabilities 13 882 895 399 392
Provisions 27 857 1,723 – –
93,722 102,172 31,253 66,924
Net current assets/(liabilities) 361,081 359,938 34,716 (28,922)
Non-current liabilities
Trade and other payables 23 21,722 11,991 1,210 197
Borrowings 26 112,222 73,592 112,000 72,500
Lease liabilities 13 2,450 3,017 1,179 1,579
Deferred tax liability 19 4,115 7,568 986 2,845
Provisions 27 – 154 – –
140,509 96,322 115,375 77,121
Net assets 420,140 425,148 164,626 140,513
Equity
Share capital 30 13,811 13,801 13,811 13,801
Property revaluation reserve 31 856 1,008 – –
Retained earnings 31 409,918 399,791 141,853 117,927
Other reserves 31 (1,271) 8,293 9,607 9,430
Cost of shares held by ESOP trust 32 (645) (645) (645) (645)
Equity attributable to owners of the Parent Company 422,669 422,248 164,626 140,513
Non-controlling interests 37 (2,529) 2,900 – –
Total equity 420,140 425,148 164,626 140,513
1
See ‘prior year restatements’ on page 174
The Parent Company made a profit for the year of £38,559,000 (2024: £21,855,000).
The Financial Statements on pages 170 to 233 of Henry Boot PLC, registered number 160996, were approved by the Board of
Directors and authorised for issue on 14 April 2026.
On behalf of the Board
Tim Roberts
Director
Darren Littlewood
Director
171Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
Statement of
changes in equity
For the year ended 31 December 2025
Attributable to owners of the Parent Company
Group Note
Share
capital
£’000
Property
revaluation
reserve
£’000
Retained
earnings
£’000
Other
reserves
£’000
Cost of
shares
held by
ESOP
trust
£’000
Total
£’000
Non-
controlling
interests
£’000
Total
equity
£’000
At 31 January 2024 13,799 1,011 383,219 8,248 (875) 405,402 4,716 410,118
Profit for the year 31 – – 23,333 – – 23,333 297 23,630
Other comprehensive income – (3) 1,647 – – 1,644 – 1,644
Total comprehensive income – (3) 24,980 – – 24,977 297 25,274
Equity dividends 10 – – (10,019) – – (10,019) (2,113) (12,132)
Proceeds from shares issued 2 – – 45 – 47 – 47
Share-based payments 31, 32 – – 1,611 – 230 1,841 – 1,841
2 – (8,408) 45 230 (8,131) (2,113) (10,244)
At 31 December 2024 13,801 1,008 399,791 8,293 (645) 422,248 2,900 425,148
Profit for the year 31 – – 23,517 – – 23,517 (2,986) 20,531
Other comprehensive income – 88 (5,195) – – (5,107) – (5,107)
Total comprehensive income – 88 18,322 – – 18,410 (2,986) 15,424
Realised gain on disposal of
revalued property – (240) 240 – – – – –
Acquisition of non-
controlling interest – – – (9,741) – (9,741) (309) (10,050)
Equity dividends 10 – – (10,535) – – (10,535) (2,134) (12,669)
Proceeds from shares issued 10 – – 177 – 187 – 187
Share-based payments
31 – – 2,100 – – 2,100 – 2,100
10 (240) (8,195) (9,564) – (17,989) (2,443) (20,432)
At 31 December 2025
13,811 856 409,918 (1,271) (645) 422,669 (2,529) 420,140
Parent Company Note
Share
capital
£’000
Retained
earnings
£’000
Other
reserves
£’000
Cost of
shares held
by ESOP
trust
£’000
Total
equity
£’000
At 31 January 2024 13,799 102,833 9,385 (875) 125,142
Profit for the year 8 – 21,855 – – 21,855
Other comprehensive income – 1,647 – – 1,647
Total comprehensive income – 23,502 – – 23,502
Equity dividends 10 – (10,019) – – (10,019)
Proceeds from shares issued 2 – 45 – 47
Share-based payments 32 – 1,611 – 230 1,841
2 (8,408) 45 230 (8,131)
At 31 December 2024 13,801 117,927 9,430 (645) 140,513
Profit for the year 8 – 38,559 – – 38,559
Other comprehensive income – (5,195) – – (5,195)
Total comprehensive income – 33,364 – – 33,364
Equity dividends 10 – (10,535) – – (10,535)
Proceeds from shares issued 10 – 177 – 187
Share-based payments
– 1,097 – – 1,097
10 (9,438) 177 – (9,251)
At 31 December 2025
13,811 141,853 9,607 (645) 164,626
henryboot.co.uk172
Statement of
cash flows
For the year ended 31 December 2025
Group Parent Company
Note
2025
£’000
2024
£’000
2025
£’000
2024
£’000
Cash flows from operating activities
Cash used in operations 33 (16,077) 42,573 494 3,935
Interest paid (7,082) (7,772) (6,556) (6,859)
Tax paid (7,751)
(9,235)
(6,315)
(6,500)
Net cash flows from operating activities (30,910) 25,566 (12,377) (9,424)
Cash flows from investing activities
Disposal of subsidiary 38 (9,050) – – –
Purchase of intangibles 11 (1,229) – (1,229) –
Purchase of property, plant and equipment
(excluding equipment for hire) 12 (153) (1,391) (13) (68)
Capital expenditure on investment property 14 (3,539) (96) – –
Investment in joint ventures and associates 16 (4,944) – – –
Proceeds on disposal of property, plant and equipment
(excluding equipment held for hire) 685 272 – –
Proceeds on disposal of assets held for sale 13,054 – – –
Proceeds on disposal of investment properties 5,170 625 – –
Advances of loans to joint ventures and associates (8,266) (17,410) – –
Repayment of loans from joint ventures and associates 13,654 13,456 – –
Advances made to subsidiary undertakings – – (50,241) (13,427)
Repayments received from subsidiary undertakings – – 24,426 21,948
Interest received 2,139 3,695 433 352
Dividends received from joint ventures and subsidiaries
8, 16
–
2,850
46,694
35,484
Net cash flows from investing activities 7,521 2,001 20,070 44,289
Cash flows from financing activities
Acquisition of non-controlling interest 37 (10,050) – – –
Proceeds from shares issued 187 47 187 47
Repayment to joint ventures and associates 939 (75) – –
Advances received from subsidiary undertakings – – 879 9,466
Repayments made to subsidiary undertakings – – (42,030) (18,675)
Repayment of borrowings (59,442) (56,117) (57,500) (54,500)
Proceeds from new borrowings 97,000 45,134 97,000 43,500
Principal elements of lease payments (941) (694) (393) (161)
Dividends paid – ordinary shares 10 (10,514) (9,998) (10,514) (9,998)
– non-controlling interests 10 (2,134) (2,113) – –
– preference shares
10
(21)
(21)
(21)
(21)
Net cash flows from financing activities 15,024 (23,837) (12,392) (30,342)
Net (decrease)/increase in cash and cash equivalents (8,365) 3,730 (4,699) 4,523
Cash and cash equivalents at beginning of year 16,764
13,034
9,493
4,970
Cash and cash equivalents at end of year 8,399 16,764 4,794 9,493
173Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
Notes to the
financial statements
For the year ended 31 December 2025
The principal Accounting Policies adopted in the preparation of the group’s Financial Statements are set out below.
These policies have been consistently applied to all years presented, unless otherwise stated.
The company is a public limited company, listed on the London Stock Exchange and incorporated and domiciled in the United
Kingdom. Theaddress of its registered office is Isaacs Building, 4 Charles Street, Sheffield, England, United Kingdom S1 2HS.
Basis of preparation and statement of compliance
The Consolidated Financial Statements of the group and the Financial Statements of the Parent Company have been
prepared in accordance with UK-adopted International Accounting Standards (IASs). They have been prepared on the
historical cost basis, except for financial instruments, investment properties and group occupied land and buildings, which
are measured at fair value.
The Directors have taken advantage of the exemption available under Section 408 of the Companies Act and not presented a
statement ofcomprehensive income for the Parent Company alone. See note 8.
The group has considered the impact of climate change when preparing the Financial Statements. In particular, the
potential effect on balance sheet assets arising from either future physical or transition risk. Having undertaken this process,
we are satisfied no impairments are required at this time, largely due to the natural churn and development of property
assets, continued investment and replacement of plant hire equipment, and the consideration of appraisal processes on
land acquisitions.
Prior year restatements
Discontinued operations - As described in note 38, on 31 December 2025, the group disposed of HBC Construction Limited
(formerly Henry Boot Construction Limited) which has been classified as a discontinued operation in the year. In accordance
with IFRS 5, the results of the discontinued operation have been presented as a single amount within the income statement.
Consequently, the group has restated its comparative information for the year ended 31 December 2024 to reflect the
discontinued classification.
Part exchange properties - Prior year restatement of revenue and costs of sale relating to the sale of part exchange homes
have been restated for the period ended 31 December 2024. The group previously recognised consideration on disposal
of part exchange homes in revenue and the related expense in cost of sales. The increase in volume of part exchange sales
has resulted in the consideration received being reclassified as other operating income and expenditure being reclassified
as other operating expenditure separating out the trading of non-core operations. There is no impact on the Statement
of Financial Position, Statement of Changes in Equity or Statement of cash flows. The impact on the 31 December 2024
income statement is to decrease revenue and cost of sales by £12,609,000 and £13,018,000 respectively and increase other
operating income and other operating expenditure by the same.
Non-current borrowings - Comparative information has been restated in respect of the classification of the groups main
borrowing facility. In the prior year, the group presented these borrowings as current liabilities based on contractual maturity.
Following a review of the terms of the group’s financing arrangements, and in accordance with IAS 1 Presentation of Financial
Statements, borrowings are now presented as non-current where, at the reporting date, the group had the right to defer
settlement of the liability for at least twelve months after the reporting date. This reclassification has no impact on profit
for the year, earnings per share or cash flows. The impact on the statement of financial position as at 31 December 2024
is to decrease current borrowings and increase non-current borrowings by £72,500,000. Comparative figures have been
restated accordingly.
Consolidation
The Consolidated Financial Statements are a consolidation of the Financial Statements of the Parent Company and all
entities controlled by the company (its subsidiaries) made up to 31 December each year. Subsidiaries are all entities over
which the group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns
from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries
are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that
control ceases.
Where necessary, adjustments are made to the Financial Statements of subsidiaries to bring the Accounting Policies
used in line with those used by the group. All intra-group transactions, balances, income and expenses are eliminated on
consolidation. The results of subsidiaries acquired or disposed of during the year are included in the Consolidated Statement
of Comprehensive Income from the effective date of acquisition or to the effective date of disposal. Non-controlling interests
in the fair value of the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-
controlling interests consist of the amount of those interests at the date of the original business combination and the non-
controlling interests’ share of changes in equity since the date of the combination.
In the Parent Company’s Financial Statement, investments in subsidiaries are accounted for at cost less impairment. Cost also
includes direct attributable costs of investment.
henryboot.co.uk174
Going concern
In undertaking their going concern review, which covers the period to December 2027, the Directors considered the group’s
principal risk areas that they consider material to the assessment of going concern.
As the UK economy continues to prove challenging, the Directors have assessed the groups ability to operate in a more
uncertain environment in modelling a base case scenario. They have also modelled what they consider to be a severe
downside scenario, including further curtailment in activities. This downside scenario shows a c26% reduction in sales
and c90% reduction in operating profits from the base case. Development activity and land sales only take place where
already contracted or well progressed. For Stonebridge Homes a 10% decline in house prices is assumed along with a
10% reduction in the number of plots sold and Banner Plant revenue declines c17%. This downside model assumes that
acquisition and development spend is restricted other than that already committed and is all consistent with previous
experience in recessionary environments. Having started 2026 with net debt of £108.0m, and with c.£118.6m of net debt
as at 20 March 2026, against current facilities of £155.0m the Directors have concluded that the group is able to control
the level of uncommitted expenditure while delivering contracted schemes. Allowing it to retain and even improve the cash
position in the event of a severe downside scenario, although the impact of doing so on the profit and loss account would
be unavoidable.
The group meets its day-to-day working capital requirements through a secured loan facility. The facility with Barclays Bank
PLC, HSBC UK Bank plc and National Westminster Bank Plc runs for three years and includes two one-year extensions.
The facility includes an accordion to increase the facility by up to £60.0m, increasing the overall facility to £185m.
None of the modelling undertaken by the Directors gives rise to any breach of bank facility covenants. The most sensitive
covenant in our facilities relates to the ratio of EBIT (Earnings Before Interest and Tax) on a 12-month rolling basis to senior
facility finance costs. Our downside modelling, which reflects a 26% reduction in revenue and 90% reduction in operating
profit from our base case for 2025, demonstrates headroom over this covenant throughout the forecast period to the end of
December 2027.
As part of the going concern assessment, the Directors considered a reverse stress test to determine the level of adverse
performance required to exhaust debt facility headroom and cause covenant breaches over the assessment period. The
Directors concluded that the combination of events required to cause such breaches are remote, and even in a case of
worsening economic conditions, the group has several mitigations available to it which remain unmodelled in the stress
test scenarios
The Directors have also considered the current ongoing conflict in the Middle East and the potential impact upon the group
should the conflict be prolonged. Whilst the group is not immune to global economic shocks, the Directors believe that the
strength of the group balance sheet, the facility headroom demonstrated in the groups downside modelling, and the strong
supply and demand fundamentals underpinning our key markets mean the group is well positioned to manage economic
deterioration as a result of the conflict.
The Directors have also performed a break case scenario that sees the EBIT cover covenant breached. This scenario is
considered to be remote.
The Directors expect that the company and the group will have adequate resources, liquidity and available bank facilities to
continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis of
accounting in preparing the Financial Statements.
Operating segments
The chief operating decision maker is the person or group that allocates resources to, and assesses the performance of, the
operating segments of an entity. The group has determined that its chief operating decision maker is the Board of Henry Boot
PLC (the ‘Board’).
Management has determined the operating segments based on the reports reviewed by the Board in making
strategic decisions.
The Board considers the business based on the following operating segments:
• Property investment and development, inclusive of property investment, property development and associated
trading activities;
• Home building, inclusive of housebuilding and related activities;
• Land promotion, inclusive of land management, development and trading activities; and
• Construction, inclusive of its PFI company and plant hire activities.
While the following is not a reportable segment, information about it is considered by the Board in conjunction with the
reportable segments:
• Central overheads, comprising central services, pensions, head office administration and financing activities.
175Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
Joint ventures and associates
Joint ventures are all entities in which the group has shared control with another entity, established by contractual agreement.
Associates are all entities over which the group has significant influence, but not control, generally accompanied by a share
of between 20% and 50% of the voting rights. Joint ventures and associates are accounted for using the equity method
of accounting and are initially recognised at cost. The group’s share of profits or losses is recognised in the Consolidated
Statement of Comprehensive Income. If the share of losses equals its investment, the group does not recognise further losses,
except to the extent that there are amounts receivable that are long term and may not be settled in the foreseeable future.
Unrealised gains on transactions between the group and its joint ventures and associates are eliminated to the extent of the
group’s interest in them. Unrealised losses are also eliminated unless the transaction provides evidence ofan impairment of the
asset transferred. The accounting policies of the joint ventures and associates are consistent with those of the group.
Business combinations and goodwill
Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The consideration for each
acquisition is measured as the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or
assumed, and equity instruments issued by the group in exchange for control of the acquiree.
The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration
agreement. Subsequent changes in fair value of contingent consideration classified as a financial asset or financial liability
are accounted for in accordance with IFRS 9. Identifiable assets acquired and liabilities and contingent liabilities assumed
in a business combination are measured, initially, at their fair values atthe acquisition date. Acquisition-related costs are
recognised in the Consolidated Statement of Comprehensive Income as incurred.
Goodwill arising on consolidation of subsidiary undertakings is recognised as an asset and initially measured at cost, being the
excess of the cost of the business combination over the group’s interest in the net fair value of the identifiable assets, liabilities
and contingent liabilities recognised. Goodwill is, subsequently, measured at cost less any accumulated impairment losses.
Goodwill is subjected to an impairment test at the reporting date or when there has been an indication that the goodwill should
be impaired; any loss is recognised immediately through the Consolidated Statement of Comprehensive Income and is not,
subsequently, reversed. For the purpose of impairment testing, goodwill is allocated to cash-generating units. The allocation is
made to those cash-generating units that are expected to benefit from the business combination in which goodwill arose.
Critical judgements and estimates
The critical judgements and estimates in applying the group’s Accounting Policies that have the most significant effect on the
amounts recognised in the Financial Statements, apart from those noted below, relate to revenue recognition and inventories.
These are referred to on 178 and 180, and each is interpreted by management in the light of IFRS 15 ‘Revenue from Contracts
with Customers’ and IAS 2 ‘Inventories’.
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, are:
• Retirement benefit costs – the estimates used in retirement benefit costs are arrived at in conjunction with the scheme’s
actuary and advisers, those having the most significant impact being the liabilities discount rate, RPI and mortality rates.
Note 28 to the Financial Statements gives details of the sensitivity surrounding these estimates;
• Fair value of investment properties and of group occupied properties – the fair value of completed investment property
and of group occupied property is determined by independent valuation experts using the yield method valuation
technique. The fair value of investment property under construction has been determined using the residual method by
the Directors of the company. The most significant estimates used inthese valuations are rental values, yields and costs
to complete. Notes 12 and 14 to the Financial Statements give details of the valuation methods used and the sensitivity
surrounding these estimates. In determining fair value measurement, the impact of climate-related matters, including
legislation, which may affect the fair value measurement of investment property, has been considered; and
• Provisions – amounts recognised in relation to provisions are based on assumptions in respect of cost estimates, the timing of cash
flows anddiscount rates used. Note 27 to the Financial Statements gives details of the sensitivity surrounding these estimates.
The reference to estimates in policy notes on IFRS 15 ‘Revenue from Contracts with Customers’ and IAS 2 ‘Inventories’ is not
intended to comply with the requirements of paragraph 125 of IAS 1 ‘Presentation of Financial Statements’, as it is not expected
there is a significant risk of a material adjustment to the carrying amount of assets and liabilities within the next financial year.
Revenue recognition
Revenue is measured based on the consideration specified in a contract with a customer at an amount that reflects the
consideration to which the group expects to be entitled in exchange for transferring promised goods or services to a
customer and excluding amounts collected on behalf of third parties. The group recognises revenue when it transfers control
over a product or service to a customer. Where consideration is not specified within the contract and, therefore, subject to
variability, the group estimates the amount of consideration to be received from its customer. The consideration recognised
is the amount that is highly probable not to result in a significant reversal in future periods. Where a modification to an
Notes to the
financial statements
For the year ended 31 December 2025 continued
henryboot.co.uk176
existing contract occurs, the group assesses the nature of the modification and whether it represents a separate performance
obligation required to be satisfied by the group or whether it is a modification to the existing performance obligation.
The group has some contracts for which the period between the transfer of the promised goods or services to the customer
and payment by the customer exceeds one year. The group adjusts its transaction price for the time value of money.
The group’s activities are wide ranging and, as such, depending on the nature of the product or service delivered and the
timing of when control is passed to the customer, the group will account for revenue over time or at a point in time. Where
revenue is measured over time, the group uses the input method to measure progress of delivery.
Product and service Nature, timing of satisfaction of performance obligations and significant payment terms
Construction contracts Typically, the group’s construction contracts consist of one performance obligation, being
the delivery of construction works. However, for certain contracts (for example, where
contracts involve separate phases or products that are not highly interrelated), multiple
performance obligations exist. Where multiple performance obligations exist, total
transaction price is allocated to performance obligations based on the relative stand-alone
selling prices of each performance obligation.
Revenue attributed to each performance obligation is recognised over time based on the
percentage of completion, as the benefit is transferred to the customer, reflecting the
enhancement in value of the customer’s asset. The percentage of completion is calculated
as the costs incurred to date as a percentage of the total costs expected to satisfy the
performance obligation. Estimates of revenues, costs or extent of progress toward
completion are revised if circumstances change. Any resulting increases or decreases in
estimated revenues or costs are reflected in the percentage of completion calculation in the
period in which the circumstances that give rise to the revision become known.
Losses are recorded in full when the unavoidable costs of fulfilling a contract exceed the
economic benefits.
Any revenues recognised in excess of amounts invoiced are recognised as contract
assets within current assets. Any payments received in excess of revenue recognised are
recognised as contract liabilities within current liabilities.
Sale of land and properties Revenue from the sale of land and properties is generally a single performance obligation,
which is satisfied at the point in time when control of the land and properties has passed,
typically on legal completion when the legal title has transferred.
Land and properties are treated as disposed when control of the asset is transferred to the
buyer. Typically, this will either occur on unconditional exchange or on completion. Where
completion is expected to occur significantly after exchange, or where the group continues
to have significant outstanding obligations after exchange, the control will not usually
transfer to the buyer until completion.
Variable consideration such as overages are estimated based on the amount of consideration
the group expects to be entitled to, taking into account the terms which may give rise to
variability and it is only recognised where it is highly probable there will not be a significant
future reversal. This is estimated at contract inception and reassessed over the life of
the contract.
Revenue includes the fair value of consideration received or receivable on the sale of part
exchange properties.
PFI concession Revenue from the group’s PFI concession is recognised at the point in time, by the calculation
of ‘shadow tolls’ based on individual vehicle usage of the A69.
The concession is accounted for in accordance with IFRIC 12 ‘Service Concession
Arrangements’ using the intangible asset model.
Operating leases
(recognised as income
under IFRS 16 ‘Leases’)
Revenue from operating leases is recognised on a straight-line basis over the lease
term, except for contingent rental income, which is recognised in the period in which it
was earned. When the group provides incentives to its tenants, the cost of incentives is
recognised over the lease term, on a straight-line basis, as a reduction to revenue.
Plant and equipment hire
(recognised as income under
IFRS 16 ‘Leases’)
Revenue from plant and equipment hire is measured as the fair value of rental proceeds,
which relate to the period of account.
177Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
Judgements and other estimates in applying IFRS 15 ‘Revenue from Contracts with Customers’
The following are the judgements and other estimates in applying accounting policies that the Directors have made in the
process of applying IFRS 15 ‘Revenue from Contracts with Customers’ and that have the most significant effect on the
amounts recognised in the Consolidated Financial Statements.
Estimates in determining the recognition of revenue on construction contracts over time – construction contract revenue
is recognised in accordance with the stage of completion of the contract where the contract’s outcome can be estimated
reliably. The principal method used to recognise the stage of completion is the input method using cost incurred to date as
a percentage of estimated total costs to complete. The assessment of the final outcome of each contract is determined by
regular review of the revenues and costs to complete that contract by an in-house or external survey of the work.
Judgement in determining the recognition of revenue at a point in time on land sale contracts – there is often judgement
involved in evaluating when a customer obtains control of land during a sale, particularly where the contract includes
licensing (or the granting of early access to housebuilders before completion), risk or deferred payment term clauses. In
determining the revenue recognition, the Directors consider the present right for payment, legal title, physical possession,
risks and rewards of ownership and acceptance of the asset in forming their opinion. Where necessary, third-party advice
is taken.
Interest income and expense
Interest income and expense are recognised within ‘Finance income’ and ‘Finance costs’ in the Consolidated Statement of
Comprehensive Income using theeffective interest rate method, except for borrowing costs relating to qualifying assets,
which are capitalised as part of the cost of that asset. The group has chosen not to capitalise borrowing costs on all qualifying
assets, which are measured at fair value.
The effective interest rate method is a method of calculating the amortised cost of a financial asset or financial liability and of
allocating the interest income or interest expense over the relevant period. The effective interest rate is the rate that exactly
discounts estimated future cash payments or receipts throughout the expected life of the financial instrument, or a shorter
period where appropriate, to the net carrying amount of the financial asset or financial liability.
Leasing
Where the group acts as a lessor in the case of operating leases, rentals receivable are recognised on a straight-line basis
over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to
the carrying amount of the leased asset and recognised over the lease term on the same basis as rental income.
Leases
The group assesses whether a contract is, or contains, a lease, at inception of the contract. The group recognises a right-of-
use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short
term leases (defined as leases with a lease term of 12 months or less) and leases of low-value assets. For these leases, the
group recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another
systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.
Lease liability: The lease liability is initially measured at the present value of the lease payments that are not paid at the
commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the group
uses an incremental borrowing rate, which is the rate of interest that the lessee would have to pay to borrow over a similar
term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar
economic environment.
Right-of-use assets: The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease
payments made at or before the commencement day and any initial direct costs. They are, subsequently, measured at cost
less accumulated depreciation and impairment losses. Right-of-use assets are depreciated over the shorter period of lease
term and useful life of the underlying asset.
The group applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment
loss in line with the group’s existing impairment accounting policy.
Sale and leaseback
The group’s sale and leaseback of assets are accounted for such that the transfer of the asset is not deemed a sale under IFRS
15, this is on the basis that control of the assets remain with the group as the group has the right to repurchase the assets.
As the transfers do not qualify as a sale, the group accounts for the transaction as a financing transaction. This means that the
group continues to recognise the asset on its balance sheet within property, plant and equipment, and that the proceeds from
the sale and leaseback are recognised as a financial liability at amortised cost in accordance with IFRS 9. This arrangement is
similar to a loan secured over the underlying asset. Cash flows are reported in new borrowings and repayment of borrowings
on the group’s cash flow statement.
Notes to the
financial statements
For the year ended 31 December 2025 continued
henryboot.co.uk178
Share-based payments
Equity-settled share-based payments to employees of the company and its subsidiary undertakings are measured at fair value
of the equity instruments at the date of grant and are expensed on a straight-line basis over the vesting period. Fair value is
measured using a Monte Carlo pricing model, taking into account any market performance conditions, and excludes the effect
of non-market-based vesting conditions. Details regarding the determination of the fair value of equity-settled share-based
transactions are set out in note 30. At each reporting period date, the group estimates the number of equity instruments
expected to vest as a result of the effect of non-market-based vesting conditions. The impact of the revision, if any, is
recognised in the Consolidated Statement of Comprehensive Income with a corresponding adjustment to equity reserves.
SAYE share options are treated as cancelled when employees cease to contribute to the scheme. This results in accelerated
recognition oftheexpenses that would have arisen over the remainder of the original vesting period.
Intangible assets excluding goodwill
Intangible assets are stated at cost less accumulated amortisation and impairment. The PFI asset, which is accounted for
under IFRIC 12 ‘Service Concession Arrangements’, represents the capitalised cost of the initial project, together with the
capitalised cost of any additional major works to the road and structures, which are then amortised, on a straight-line basis,
over 20 years or the remaining life of the concession. The concession lasts a period of 30 years and is now in its final year.
Software relates to the groups D365 implementation, a digital transformation programme to standardise processes, enhance
data integrity, and consolidate core operational and financial systems across the business. Expenditure on software is
recognised as an intangible asset when it is probable that the expected future economic benefits attributable to the asset will
flow to the group and the cost of the asset can be measured reliably. This includes direct costs incurred in configuring and
customising the D365 platform, licence fees, implementation support, and other costs directly attributable to preparing the
software for its intended use. Costs relating to preliminary project activities, research, scoping, training, and general process
redesign are expensed as incurred. Capitalised software is initially recognised at cost and is subsequently carried at cost less
accumulated amortisation and impairment losses.
Amortisation is charged on a straight-line basis over the asset’s estimated useful economic life, reflecting the period over
which the group expects to obtain economic benefit from the digital platform. D365-related software costs are amortised
over five years. The amortisation period and method are reviewed at each reporting date and adjusted if necessary.
The group assesses capitalised software for indicators of impairment whenever events or changes in circumstances suggest
that the carrying amount may not be recoverable. An impairment loss is recognised when the carrying amount of the asset
exceeds its recoverable amount.
Property, plant and equipment
Group occupied properties are stated in the Statement of Financial Position at their revalued amounts, being the fair value,
based on market values, less any subsequent accumulated depreciation or impairment loss. Fair value is determined annually
by independent valuers. Surpluses on revaluations are recorded in OCI and credited to the revaluation reserve. However,
to the extent that it reverses a revaluation deficit of the same asset previously recognised in profit or loss, the increase is
recognised in profit or loss. Deficits on revaluations are charged against the revaluation reserve to the extent that there are
available surpluses relating to the same asset and are otherwise charged to profit or loss in the Consolidated Statement of
Comprehensive Income. The residual value of group occupied properties is deemed to be the lower of fair value and original
cost of the properties which are held for capital appreciation.
Equipment held for hire, vehicles and office equipment are stated at cost less accumulated depreciation and any recognised
impairment loss. Cost includes the original purchase price of the asset plus any costs attributable to bringing the asset to its
working condition for its intended use.
Depreciation is charged so as to write off the cost or valuation of assets over their estimated useful lives, using the straight-
line method, mainly atthe following annual rates:
• Land and buildings – 4%
• Leasehold improvements – between 10% and 20% or based on lease term
• Equipment held for hire – between 6% and 50%
• Vehicles – between 10% and 25%
• Office equipment – between 25% and 33%
Investment property
Investment properties are those properties that are not occupied by the group and are held for long term rental yields, capital
appreciation or both. Investment property also includes property that is being constructed or developed for future use as
investment property.
179Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
Investment properties are, initially, measured at cost, including related transaction costs.
At each subsequent reporting date, investment properties are remeasured to their fair value; further information regarding
the valuation methodologies applied can be found in note 14 to the Financial Statements. Movements in fair value are
included in the Consolidated Statement of Comprehensive Income.
Where the group employs professional valuers, the valuations provided are subject to a comprehensive review to ensure they
are based on accurate and up-to-date tenancy information. Discussions are also held with the valuers to test the valuation
assumptions applied and comparable evidence utilised to ensure they are appropriate in the circumstances.
Subsequent expenditure is capitalised to the asset’s carrying value only where it is probable that the future economic benefits
associated with the expenditure will flow to the group. All other expenditure is expensed to the Consolidated Statement of
Comprehensive Income in the period in which it arises.
Investment property is derecognised when it is disposed of at its carrying value.
Where specific investment properties have been identified as being for sale within the next 12 months, a sale is considered
highly probable and the property is immediately available for sale, their fair value is shown under assets classified as held-for-
sale within current assets, measured in accordance with the provisions of IAS 40 ‘Investment Property’.
Inventories
Inventories are stated at the lower of cost and estimated net realisable value and are subject to regular impairment reviews.
Inventories comprise developments in progress, land held for development or sale, options to purchase land and planning
promotion agreements.
• Property developments in progress includes properties being developed for onward sale.
• Housebuilder land and work in progress includes construction of residential housing for onward sale.
• Land held for development or sale is land owned by the group that is promoted through the planning process in order to
gain planning permission, adding value to the land.
• Options to purchase land are agreements that the group entered into with the landowners whereby the group has the
option to purchase the land within a limited time frame. The landowners are not generally permitted to sell to any other
party during this period, unless agreed to by the group. Within the time frame, the group promotes the land through the
planning process at its expense in order to gain planning permission. Should the group be successful in obtaining planning
permission, it would trigger the option to purchase and subsequently sell on the land.
• Planning promotion agreements are agreements that the group has entered into with the landowners, whereby the group
acts as promoter for the landowners in exchange for a fee of a set percentage of the proceeds or profit of the eventual
sale. The group promotes the land through the planning process at its own expense. If the land is sold, the group will
receive a fee for its services.
• The group capitalises various costs in promoting land held under planning promotion agreements. In some instances, the
agreements allow for the group to be reimbursed certain expenditure following the conclusion of a successful sale, at
which point the reimbursed costs are recognised as revenue. These costs are held in inventory at the lower of cost and
estimated net realisable value.
Inventories comprise all the direct costs incurred in bringing the individual inventories to their present state at the reporting
date, including any reimbursable promotion costs, less the value ofany impairment losses.
Impairment reviews are considered on a site-by-site or individual development basis by management at each reporting date;
write-downs or reversals are made to ensure that inventory is then stated at the lower of cost or net realisable value.
Net realisable value is considered in the light of progress made in the planning process, feedback from local planning officers,
development appraisals and other external factors that might be considered likely to influence the eventual outcome.
Where it is considered that no future economic benefit will arise, costs are written off to the Consolidated Statement of
Comprehensive Income.
Where individual parcels of land held for development are disposed of out of a larger overall development site, costs are
apportioned based on anacreage allocation after taking into account the cost or net realisable value of any remaining residual
land that may not form part of the overall development site or that may not be available for development. Where the group
retains obligations attached to the development site as awhole, provisions are made relating to these disposals on the same
acreage allocation basis.
Other estimates in applying IAS 2 ‘Inventories’
The following are the estimates in applying accounting policies that the Directors have made in the process of applying IAS 2
‘Inventories’, and that have the most significant effect on the amounts recognised in the Consolidated Financial Statements.
Notes to the
financial statements
For the year ended 31 December 2025 continued
henryboot.co.uk180
Estimates in determining the carrying value of work in progress inventory – there is often estimation involved in forecasting
future costs to complete and selling prices, which can be affected by market conditions and unexpected events. In
determining the carrying value, the Directors consider previous experience, communications with suppliers and market
trends in forming their opinion. Where necessary, third-party advice is taken.
Assets classified as held for sale
Non-current assets are classified as held for sale when their carrying amount is to be recovered, principally, through a sale
transaction and a sale isconsidered highly probable. They are stated at the lower of carrying amount and fair value less costs
to sell, or fair value in the case of Investment Property, if their carrying amount is to be recovered, principally, through a sale
transaction rather than through continuing use and a sale is considered highly probable.
Tax
The tax charge on the profit or loss for the year comprises the sum of tax currently payable and any deferred tax movements
in the year.
Tax currently payable is based on taxable profit for the year adjusted for any tax payable or repayable in respect of earlier
years. Taxable profit differs from net profit as reported in the Consolidated Statement of Comprehensive Income because
it excludes items of income or expense that are taxable ordeductible in other years and items that may never be taxable or
deductible.
The group’s liability for current taxation is calculated using tax rates that have been enacted, or substantively enacted, by the
reporting date.
Corporation tax liabilities of wholly owned subsidiary companies are, generally, transferred to and paid by the Parent
Company and credit is given by the Parent Company for loss relief surrendered.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and
liabilities in the Financial Statements and the corresponding tax bases used in computing taxable profits.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer
probable that sufficient taxable profits or gains will be available to allow all or part of the assets to be recovered.
The carrying value of the group’s investment property is assumed to be realised by sale and the deferred tax is then
calculated based on the respective temporary differences and tax consequences arising from this assumption.
Deferred tax is calculated at tax rates that are expected to apply in the period when the liability is settled or the asset is
realised, based on rates that have been enacted, or substantively enacted, at the reporting date. Deferred tax is charged
or credited in the Consolidated Statement of Comprehensive Income, except when it relates to items charged or credited
directly to equity, in which case the deferred tax is also dealt with in equity.
Deferred tax assets and deferred tax liabilities are offset where the group has a legally enforceable right to do so and when
the deferred tax assets and liabilities relate to tax levied by the same tax authority where there is an intention to settle the
balances on a net basis.
Financial instruments
The group retains such financial instruments as are required, together with retained earnings, in order to finance the
group’s operations.
Financial assets or financial liabilities are recognised by the group in the Statement of Financial Position only when the group
becomes a party tothe contractual provisions of the instrument.
The principal financial instruments are:
• Trade and other receivables are measured initially at fair value and then amortised cost – where the time value of money
is material, receivables are amortised using the effective interest rate method (see Interest income and expense in notes 5
and 6). IFRS 9’s simplified approach to provisioning is used to calculate the group’s lifetime expected credit loss;
• Cash and cash equivalents, which comprise cash in hand, demand deposits and other short term highly liquid investments
that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value with an
original maturity of three months or less;
• Trade and other payables, which are on normal credit terms, are not interest bearing and are stated at their nominal
values – where the time value of money is material, payables are carried at amortised cost using the effective interest rate
method (see Interest income and expense in notes 5 and 6); and
• Borrowings – see below.
181Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short term deposits, as defined
above, net of outstanding bank overdrafts as they are considered an integral part of the group’s cash management.
Borrowings
Borrowings are recognised, initially, at fair value, net of transaction costs incurred. Borrowings are, subsequently, carried at
amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the
Consolidated Statement of Comprehensive Income over the period of the borrowings using the effective interest method.
Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable
that some, or all, ofthe facility will be drawn down. In this case, the fee is deferred and amortised until the drawdown
occurs. To the extent that there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is
capitalised as a pre-payment for liquidity services and amortised over the period ofthe facility to which it relates.
Government grants
Government grants are recognised at their fair value in the Consolidated Statement of Financial Position, within deferred
income, where there is reasonable assurance that the grant will be received and all attached conditions will be complied with.
Government grants relating to revenue items are released to the Statement of Comprehensive Income and recognised
within cost of sales over the period necessary to match the grant on a systematic basis to the costs that they are intended
to compensate.
Government grants relating to capital items are released against the carrying value of the grant supported assets when the
completion conditions of those assets are met.
Provisions
Provisions are recognised when the group has a present obligation (legal or constructive) as a result of a past event. It is
probable that the group will be required to settle that obligation with an outflow of economic benefits and a reliable estimate
can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at
the reporting date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured
using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.
Onerous contracts are provided for at the lower of costs or termination.
When some, or all, of the economic benefits required to settle a provision are expected to be recovered from a third party,
a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the
receivable can be measured reliably.
The land promotion provision represents management’s best estimate of the group’s liability to provide infrastructure and
services as a result of obligations that remain with the group following the disposal of land. Where the infrastructure and
services obligations relate to developments on which land is being disposed of over a number of phases, provisions are
calculated based on an acreage allocation methodology, taking into account the expected timing of cash outflows to settle
the obligations.
The group regularly reviews its contract obligations and whether they are considered to be onerous. In the event that the
costs of meeting the obligations exceed the economic benefits expected to be received through the life of the development,
a provision would be recognised based on the lower of the cost of fulfilling the contract or terminating the contract.
The road maintenance provision represents management’s best estimate of the group’s liability under a five-year rolling
programme for the maintenance of the group’s PFI asset.
Other provisions include any liabilities for which the Directors anticipate that a present obligation would result in a future
outflow of resources, including legal and regulatory penalties or claims, being taken into account in the Financial Statements.
Specific details of the group’s provisions relating to land promotion and road maintenance can be found in note 27.
Notes to the
financial statements
For the year ended 31 December 2025 continued
henryboot.co.uk182
Retirement benefit costs
Payments to the defined contribution retirement benefit scheme are charged as an expense as they fall due.
The cost of providing benefits under the defined benefit retirement scheme is determined using the Projected Unit Credit
Method, with actuarial calculations being carried out at each reporting date. Actuarial gains and losses are recognised in
full in the period in which they occur. They are recognised within ‘Other comprehensive income’ within the Consolidated
Statement of Comprehensive Income. The net periodic benefit cost, comprising the employer’s share of the service cost
and the net interest cost, is charged to the Consolidated Statement of Comprehensive Income. The group’s net obligations
in respect of the scheme are calculated by estimating the amount of future benefit that employees have earned in return for
their service in the current and prior periods. This is then discounted to present value and the fair value of the scheme’s assets
is then deducted.
Share capital
Ordinary share capital is classified as equity. Preference share capital is classified as equity as it is non-redeemable or
is redeemable only at the company’s option and any dividends are discretionary. Dividends on preference share capital
classified as equity are recognised as distributions within equity.
Dividends
The group recognises a liability to pay a final dividend when the distribution is authorised and the distribution is no longer at
the discretion of the group. Under UK company law, a distribution is authorised when it is approved by the shareholders. An
interim dividend is recognised when paid. A corresponding amount is then recognised directly in equity.
Impact of new or amended accounting standards and interpretations
At the date of authorisation of these Financial Statements, the following standards, amendments and interpretations to
existing standards areeffective or mandatory for the first time for the accounting year ended 31 December 2025:
Effective from
IAS 21 (amended 2023) ‘Lack of Exchangeability’ 1 January 2025
The adoption of these standards and interpretations has not had a significant impact on the group.
At the date of the authorisation of these Financial Statements, the following standards, amendments and interpretations were
in issue, but not yet effective:
Effective from
IFRS 7 and IFRS 9 (amended 2024) ‘Classification and Measurement of Financial Instruments’ 1 January 2026
Annual improvements (Volume 11) ‘Annual Improvements to IFRS Standards’ 1 January 2026
IFRS 7 and IFRS 9 (amended 2024) ‘Contracts Referencing Nature-Dependent Electricity’ 1 January 2026
IFRS 18 (issued 2024) ‘Presentation and Disclosures in Financial Statements’ 1 January 2027
IFRS 19 (issued 2024)* ‘Subsidiaries without Public Accountability: Disclosures’ 1 January 2027
IAS 21 (issued 2024)*
‘The effects of foreign exchange rates: Translation to a
Hyperinflationary Presentation Currency’ 1 January 2027
*Not yet endorsed by the UK Endorsement Board.
A review of the impact of these standards, amendments and interpretations has been conducted and the Directors do not
believe that they will give rise to any significant financial impact. A more detailed assessment of IFRS 18 will be performed
in 2026.
In 2025, the company did not early adopt any new or amended standards and does not plan to early adopt any of the
standards issued but not yet effective.
183Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
1. Revenue
Analysis of the group’s revenue is as follows:
Timing of revenue
recognition
Timing of revenue
recognition (restated)
Activity in the United Kingdom
2025
£’000
At a point
in time
£’000
Over time
£’000
2024
£’000
At a point
in time
£’000
Over time
£’000
Construction contracts:
– Property investment and
development
2
38,888 – 38,888 17,882 – 17,882
Sale of land and properties:
– Property investment and
development
2
24,423 24,423 – 45,015 45,015 –
– Housebuilder unit sales
3
69,747 69,747 – 88,123 88,123 –
– Land Promotion
4
82,799 82,799 – 77,888 77,888 –
PFI concession
1
14,963 14,963 –
14,864 14,864 –
Revenue from contracts
with customers 230,820 191,932 38,888
243,772 225,890 17,882
Plant and equipment hire
1
14,824 15,962
Investment property rental income
2
5,717 6,298
Other rental income – Property
investment and development
2
– 12
Other rental income – Land Promotion
4
188
148
251,549 266,192
1
Construction segment.
2
Property investment and development segment.
3
Home building segment
4
Land promotion segment.
5
See ‘prior year restatements’ on page 174
There were no contingent rents recognised as investment property rental income during the year (2024: £nil).
Other income of £16,040,000 (2024: £12,609,000) relates to part exchange property sales in the home building segment, the
related expense is included in other operating expenditure and amounts to £16,329,000 (2024: £13,018,000).
There are no customers that individually account for 10% or more of group revenue.
2. Segment information
For the purpose of the Board making strategic decisions, the group is currently organised into four operating segments:
Property investment and development; Home building; Land Promotion; and Construction. Central overheads are not
a reportable segment; however, information about them is considered by the Board in conjunction with the reportable
segments.
During the year, the group added a new operating segment – Home building – following the acquisition of a further 12.5%
interest in Stonebridge Homes which now stands at 62.5%. The segment was identified based on the internal reporting
provided to the chief operating decision maker, being the Board of Henry Boot. The Home building segment is managed
separately due to its distinct nature and customer profile. Comparative results have been restated.
Operations are carried out entirely within the United Kingdom. Inter-segment sales are charged at prevailing market prices.
The accounting policies of the reportable segments are the same as the group’s Accounting Policies. The group’s Principal
Accounting Policies are described on pages 174 to 183.
Segment profit represents the profit earned by each segment before tax and is consistent with the measure reported to the
group’s Board for the purpose of resource allocation and assessment of segment performance.
Revenues from external sales are detailed in note 1.
Notes to the
financial statements
For the year ended 31 December 2025 continued
henryboot.co.uk184
2. Segment information continued
2025Property Investment and Home Land Central Development BuildingPromotionConstructionoverheadsEliminationsTotalRevenue£’000£’000£’000£’000£’000£’000£’000External sales 69,028 69,747 82,987 29,787 – – 251,549Inter-segment sales 335 – – 16,291 84 (16,710) –Total revenue 69,363 69,747 82,987 46,078 84 (16,710) 251,549Gross profit/(loss) 14,871 (2,208) 43,760 9,415 (9) (5) 65,824Other operating income – 16,040 – – – – 16,040Administrative expenses (10,648) (6,659) (10,864) (2,754) (9,376) 5 (40,296)Other operating expenditure – (16,329) – – – – (16,329)Increase in fair value of investment properties2,087 – – – – – 2,087Profit on sale of investment properties512 – – – – – 512Profit on sale of assets held for sale887 – – – – – 887Share of profit of joint ventures and associates1,727 – – – – – 1,727Operating profit/(loss) 9,436 (9,156) 32,896 6,661 (9,385) – 30,452Finance income 1,353 2 1,306 531 50,053 (49,305) 3,940Finance costs (57) (170) (1,022) (362) (6,651) 287 (7,975)Profit/(loss) before tax 10,732 (9,324) 33,180 6,830 34,017 (49,018) 26,417Tax (2,818) 2,158 (8,398) (1,733) 2,729 – (8,062)Profit/(loss) for the year 7,914 (7,166) 24,782 5,097 36,746 (49,018) 18,355Other informationCapital additions 3,539 16 17 3,277 14 – 6,863Depreciation of plant, property and equipment, and right-of-use assets 335 110 6 3,263 1,067 – 4,782Amortisation of intangible assets – – – 581 – – 581Increase in fair value of investment properties (2,087) – – – – – (2,087)Provisions – – 379 2,709 – – 3,088Pension scheme debit/(credit) – – – – 530 – 530
185Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
2. Segment information continued
2024 (restated)Property Investment and Home Land Central Development BuildingPromotionConstructionoverheadsEliminationsTotalRevenue£’000£’000£’000£’000£’000£’000£’000External sales 69,194 88,136 78,036 30,826 – – 266,192Inter-segment sales387 – – 777 150 (1,314) –Total revenue 69,581 88,136 78,036 31,603 150 (1,314) 266,192Gross profit 17,848 9,539 33,747 10,806 4 (9) 71,935Other operating income – 12,609 – – – – 12,609Administrative expenses and pension (9,929) (7,270) (9,456) (3,641) (11,736) 9 (42,023)Other operating expenditure – (13,018) – – – – (13,018)Increase in fair value of investment properties4,464 – – – – – 4,464Profit on sale of investment properties102 – – – – – 102Share of profit of joint ventures and associates2,431 – – – – – 2,431Operating profit/(loss) 14,916 1,860 24,291 7,165 (11,732) – 36,500Finance income 5,486 45 1,784 486 36,183 (38,869) 5,115Finance costs(85) – (1,517) (492) (6,891) 321 (8,664)Profit before tax 20,317 1,905 24,558 7,159 17,560 (38,548) 32,951Tax(3,681) 1,023 (6,482) (1,883) 3,589 – (7,434)Profit for the year 16,636 2,928 18,076 5,276 21,149 (38,548) 25,517Other informationCapital additions 175 325 12 4,999 159 – 5,670Depreciation of plant, property and equipment, and right-of-use assets 491 3 3 3,159 1,067 – 4,722Impairment 199 – – 1,040 – – 1,239Amortisation of intangible assets – – – 522 – – 522Increase in fair value of investment properties (4,464) – – – – – (4,464)Provisions – – 554 2,272 – – 2,826Pension scheme debit/(credit) – – – – 338 – 338
1
See ‘prior year restatements’ on page 174
Notes to the
financial statements
For the year ended 31 December 2025 continued
henryboot.co.uk186
2. Segment information continued
20252024£’000£’000Segment assets1Property investment and development231,251 246,892Home building 159,869 120,770Land promotion 210,435 183,539Construction 28,536 37,896Central overheads 12,8727,632642,963 596,729Unallocated assetsDeferred tax assets – 219Retirement benefit asset 3,009 9,930Cash and cash equivalents 8,39916,764Total assets 654,371623,642Segment liabilitiesProperty investment and development 23,463 24,870Home building 45,500 21,948Land promotion 30,086 38,767Construction 4,034 18,082Central overheads 5,9074,903108,990 108,570Unallocated liabilitiesCurrent tax liabilities 4,701 2,909Deferred tax liabilities 4,115 7,568Current lease liabilities 882 895Current borrowings 871 1,943Non-current lease liabilities 2,450 3,017Non-current borrowings 112,22273,592Total liabilities 234,231198,494Total net assets 420,140 425,148
1
Includes investment in joint ventures and associates of £22,886,000 (2024: £13,280,000).
187Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
3. Operating profit
Operating profit has been arrived at after charging/(crediting):
20242025(restated)£’000£’000Depreciation of property, plant and equipment (note 12) 3,899 3,864Depreciation of right-of-use assets (note 13) 883 673Impairment of goodwill included in administrative expenses – 1,040Impairment of land and buildings included in administrative expenses (note 12) – 199Amortisation of PFI assets included in cost of sales (note 11) 581 522Amortisation of capitalised letting fees (note 14) 19 34Impairment losses recognised on trade receivables (note 18) 70 –Increase in fair value of investment property (note 14) (2,087) (4,464)Cost of inventories recognised as expense 139,584 174,265Employee costs 34,539 34,326Amounts payable to Mazars LLP by Road Link (A69) Limited in respect of audit services 19 17Gain on sale of equipment held for hire (66) (1,156)Gain on sale of other property, plant and equipment (596) (151)
1
See ‘prior year restatements’ on page 174
The remuneration paid to Ernst & Young LLP, the company’s external auditor, was as follows:
20252024£’000£’000Fees payable for the audit of the company’s Annual Financial Statements and Consolidated Financial Statements 230 240Fees payable to the auditor and its associates for other services:– Audit of the company’s subsidiaries pursuant to legislation 342315Total audit fees 572 555
4. Employee costs
Group Parent Company20242025(restated)20252024£’000£’000£’000£’000Wages and salaries 24,114 24,794 5,748 5,915Share-based payment expense 1,514 1,423 778 706Social security costs 3,602 3,362 1,006 871Defined benefit pension costs (see note 28) 797 734 790 698Defined contribution pension costs (see note 28) 3,539 3,438 679 606Other pension costs 87 89 31 60Other employee costs 886486303–34,539 34,326 9,335 8,856
See ‘prior year restatements’ on page 174
Notes to the
financial statements
For the year ended 31 December 2025 continued
henryboot.co.uk188
4. Employee costs continued
The average monthly number of employees during the year, including Executive Directors, was:
20252024(restated)NumberNumberProperty investment and development 43 48Home building 86 87Land promotion 41 38Road Link 5 5Plant hire 121 133Parent company 8490380 400
5. Finance income
20252024£’000£’000Interest on bank deposits 746 574Interest on other loans and receivables 1,393 3,121Interest credit on defined benefit pension scheme 536 347Unwinding of discounting: trade receivables 1,265 1,0733,940 5,115
6. Finance costs
20242025(restated)£’000£’000Interest on bank loans and overdrafts 6,716 7,282Interest on other loans and payables 481 507Unwinding of discounting: trade payables and borrowings 7788757,975 8,664
1
See ‘prior year restatements’ on page 174
189Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
7. Tax
20242025(restated)£’000£’000Current tax:UK corporation tax on profits for the year 8,023 6,519Adjustment in respect of earlier years 1,510(654)Total current tax 9,5335,865Deferred tax (note 19):Origination and reversal of temporary differences (1,471)1,569Total deferred tax (1,471)1,569Total tax 8,062 7,434
1
See ‘prior year restatements’ on page 174
The group has applied a corporation tax rate of 25% (2024: 25%) in determining current tax charges, which has been the
enacted and in force since 1 April 2023.
Deferred tax balances at the year end have been measured at 25% (2024: 25%), being the rate at which timing differences are
expected to reverse.
The charge for the year can be reconciled to the profit per the Consolidated Statement of Comprehensive Income as follows:
20252024£’000£’000Profit before tax 26,417 32,951
20252024%%Tax at the UK corporation tax rate 25.00 25.00Effects of:Permanent differences 3.56 2.47Capital gains 0.49 0.03Other temporary timing differences (2.09) (0.14)Corporation tax adjustment in respect of earlier years 5.83 (2.45)Joint venture results reported net of tax (1.67)(1.98)Effective tax rate 31.12 22.93
The tax charge in the year is higher (2024: lower) than the standard rate of corporation tax, predominantly due to prior year
adjustments in respect of capital taxes and allowances (2024: due to prior year adjustments in respect of capital taxes and
allowances and profits from joint ventures and associates reported net of tax).
In addition to the amount charged to profit for the year, the following amounts relating to tax have been recognised in other
comprehensive income:
20252024£’000£’000Deferred tax:– property revaluations 63 (67)– actuarial (loss)/gain 1,732(549)Total tax recognised in other comprehensive income/(expense) 1,795 (616)
Notes to the
financial statements
For the year ended 31 December 2025 continued
henryboot.co.uk190
8. Results of the Parent Company
As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the Parent Company
is not presented as part of these Financial Statements. The profit dealt with in the Financial Statements of the Parent
Company, and approved by the Board on 11 April 2026, is £38,559,000 (2024: £21,855,000) and includes dividends received
from subsidiaries of £46,694,000 (2024: £35,484,000).
9. Earnings per ordinary share
The calculation of the basic and diluted earnings per share is based on the following information:
20252024£’000£’000Profit for the year from continuing operations 18,355 25,220Profit/(loss) for the year from discontinued operations 2,176(1,887)Profit for the year 20,531 23,630Non-controlling interests 2,986 (297)Preference dividend (21)(21)23,496 23,312
20252024NumberNumberWeighted average number of shares in issue 134,032,136 133,992,175Less shares held by the ESOP on which dividends have been waived (267,730)(314,250)Weighted average number for basic earnings per share 133,764,405 133,677,925Adjustment for the effects of dilutive potential ordinary shares 3,929,1123,314,322Weighted average number for diluted earnings per share 137,693,517 136,992,247
2025 2024Basic earnings per share 17.6p 17.4pDiluted earnings per share 17.1p 17.0p
The group has two types of dilutive potential ordinary shares, being: those share options granted to employees where the
exercise price is less than the average market price of the company’s ordinary shares during the year; and expected future
vesting of shares under the 2015 Long Term Incentive Plan.
10. Dividends
20252024£’000£’000Amounts recognised as distributions to equity holders in the year:Preference dividend on cumulative preference shares 21 21Final dividend for the year ended 31 December 2024 of 4.62p per share (2023: 4.40p) 6,180 5,879Interim dividend for the year ended 31 December 2025 of 3.24p per share (2024: 3.08p) 4,3344,11910,535 10,019
The proposed final dividend for the year ended 31 December 2025 of 4.62p per share (2024: 4.62p) makes a total dividend for
the year of 7.86p (2024: 7.70p).
The proposed final dividend is subject to approval by shareholders at the AGM and has not been included as a liability in
these Financial Statements. The total estimated dividend to be paid is £6,200,000.
Notice has been received from Moore Street Securities Limited waiving its right as corporate trustee for the Employee Share
Ownership Plan (ESOP) to receive all dividends in respect of this and the previous financial year.
Dividends paid to non-controlling interests during the year amounted to £2,134,000 (2024: £2,113,000).
191Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
11. Intangible assets
GoodwillPFI assetSoftwareTotal£’000£’000£’000£’000CostAt 1 January 2024 and 31 December 2024 4,973 19,176 – 24,149Additions at cost– – 1,229 1,229At 31 December 2025 4,973 19,176 1,229 25,378
Accumulated impairment losses and amortisation
At 1 January 2024 3,933 18,037 – 21,970Amortisation – 522 – 522Impairment losses for the year1,040 – – 1,040At 31 December 2024 4,973 18,559 – 23,532Amortisation – 497 84 581At 31 December 2025 4,973 19,056 84 24,113Carrying amountAt 31 December 2025 – 120 1,145 1,265At 31 December 2024 – 617 – 617
The group acquired the trade and assets of Premier Plant Tool Hire & Sales Limited on 30 March 2017. They were immediately
hived up into the immediate Parent Company Banner Plant Limited, which sits in the Construction segment. The goodwill
arising on the acquisition of £900,000 is now fully impaired.
The group’s investment in Road Link (A69) Holdings Limited is 61.2%. The goodwill arising on the acquisition of £4,073,000
is now fully impaired. This company’s subsidiary, Road Link (A69) Limited, operates a PFI concession, which comprises
managing and maintaining the A69 Carlisle to Newcastle trunk road. The company receives payment from National Highways
based on the number and type of vehicles using the road. The concession lasts for a period of 30 years and will revert to
National Highways on 31 March 2026.
Although the Companies Act 2006 Section 390(5) requires a coterminous year end, the subsidiary company’s accounting
reference date is 31 March in order to align with National Highways financial year end and, hence, interim Financial
Statements are prepared for incorporation into these Consolidated Financial Statements.
Amortisation of the PFI asset and Software is recognised within cost of sales in the Consolidated Statement of
Comprehensive Income.
SoftwareParent Company£’000CostAdditions at cost1,229At 31 December 2025 1,229Accumulated amortisation –Amortisation 84At 31 December 2025 84Carrying amountAt 31 December 2025 1,145At 31 December 2024 –
Notes to the
financial statements
For the year ended 31 December 2025 continued
henryboot.co.uk192
12. Property, plant and equipment
Land and Leasehold Equipment Office buildingsimprovementsheld for hire VehiclesequipmentTotalGroup£’000 £’000 £’000 £’000 £’000 £’000Cost or fair valueAt 1 January 2024 5,467 2,469 45,185 5,230 4,298 62,649Additions at cost 39 38 4,183 907 407 5,574Transfer to assets held for sale (985) – – – – (985)Disposals – – (4,534) (727) (490) (5,751)Decrease in fair value in year64 – – – – 64At 31 December 2024 4,585 2,507 44,834 5,410 4,215 61,551Additions at cost (45) 5 1,942 135 58 2,095Disposals – – (2,464) (856) (292) (3,612)Disposal of subsidiary – – – (104) (401) (505)Increase in fair value in year 25 – – – – 25At 31 December 2025 4,565 2,512 44,312 4,585 3,580 59,554Being:Cost – 2,512 44,312 4,585 3,580 54,989Fair value at 31 December 2025 4,565 – – – – 4,5654,565 2,512 44,312 4,585 3,580 59,554
Accumulated depreciation and
impairment
At 1 January 2024 802 77 26,330 2,799 3,423 33,431Charge for year – 359 2,484 594 427 3,864Impairment 199 – – – – 199Eliminated on disposals– – (4,140) (608) (488) (5,236)At 31 December 2024 1,001 436 24,674 2,785 3,362 32,258Charge for year – 412 2,593 572 322 3,899Eliminated on disposals – – (2,021) (768) (291) (3,080)Disposal of subsidiary – – – (35) (401) (436)At 31 December 2025 1,001 848 25,246 2,554 2,992 32,641Carrying amountAt 31 December 2025 3,564 1,664 19,066 2,031 588 26,913At 31 December 2024 3,584 2,071 20,160 2,625 853 29,293
At 31 December 2025, the group had entered into contractual commitments for the acquisition of property, plant and
equipment amounting to £883,000 (2024: £84,000).
One property was transferred to ‘assets held for sale’ during the prior year.
Included within equipment held for hire are assets with a book value of £4,387,000 (2024: £4,871,000) that are held under
sale and leaseback financing arrangements. The original cost of these assets was £5,705,000 (2024: £5,705,000). Financial
liabilities associated with the assets are disclosed in note 26.
193Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
12. Property, plant and equipment continued
Fair value measurements of the group’s land and buildings
Land and buildings have been revalued at 31 December 2025 by Jones Lang LaSalle Limited (2024: by Jones Lang LaSalle
Limited) in accordance with the Practice Statements contained in the RICS Appraisal and Valuation Standards on the basis
of market value at £3,564,000 (2024: £4,570,000), including accumulated impairment of £1,001,000 (2024: £1,001,000) this
also includes £nil (2024: £985,000) transferred to assets held for sale in the year. Jones Lang LaSalle Limited are professional
valuers who hold recognised and professional qualifications, and have recent experience in the location and category of the
land and buildings being valued.
The valuation conforms to International Valuation Standards and was based on recent market transactions with similar
characteristics and location using the yield method valuation technique. The yield method of valuation involves applying
market-derived capitalisation yields, and the actual or market-derived future income streams, where appropriate, with
adjustments for letting voids or rent-free periods as applicable to each item of land and buildings.
On the historical cost basis, the land and buildings would have been included at a carrying amount of £2,680,000
(2024: £2,725,000).
The following table provides an analysis of the fair values of land and buildings by the degree to which the fair value
is observable:
Decrease Level 1Level 2Level 320252024in year£’000£’000£’000£’000£’000£’000Freehold land – – 60 60 60 –Buildings– – 3,5043,5043,524(20)Total fair value – – 3,564 3,564 3,584 (20)
The group’s policy is to recognise transfers into and out of fair value hierarchy levels as of the date of the event or change in
circumstances that causes the transfer. The Directors determine the applicable hierarchy that land and buildings fall into by
assessing the level of comparable evidence in the market which that asset falls into and the inherent level of activity. As at
the reporting date and throughout the year, all land and buildings were determined to fall into Level 3 and so there were no
transfers between hierarchies.
Explanation of the fair value hierarchy:
Level 1 – fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets
or liabilities thattheentity can access at the measurement date
Level 2 – fair value measurements are those derived from the use of a model with inputs (other than quoted prices included
in Level 1) thatareobservable from directly or indirectly observable market data
Level 3 – fair value measurements are those derived from use of a model with inputs that are not based on observable
market data
Information about fair value measurements using significant unobservable inputs (Level 3):
20252024ClassBuildingsBuildingsValuation technique Yield Yield Rental value per sq ft (£) – weighted average 6.52 6.69– low 1.46 3.91– high 15.00 15.00Yield % – weighted average 11.10 11.22– low 3.307.54– high 19.88 18.65
Notes to the
financial statements
For the year ended 31 December 2025 continued
henryboot.co.uk194
12. Property, plant and equipment continued
The sensitivity analysis to significant changes in unobservable inputs relating to fair value measurements (Level 3) are set
out below:
20252024Impact on Impact on valuation valuation£’000 £’000BuildingsBuildingsYield – improvement by 0.5% 167160Rental value per sq ft – increase of £1 average 597 555
The sensitivities have been selected by management on the basis that they consider these measures to be a reasonable
expectation of likely changes to the significant unobservable inputs in the next 12 months.
Leasehold Office improvementsequipmentTotalParent Company£’000£’000 £’000CostAt 1 January 2024 2,469 1,827 4,296Additions 38 30 68Disposals– (486) (486)At 31 December 2024 2,507 1,371 3,878Additions 5 8 13Disposals – (273) (273)At 31 December 2025 2,512 1,106 3,618Accumulated depreciationAt 1 January 2024 77 1,198 1,275Charge for year 359 234 593Disposals– (485) (485)At 31 December 2024 436 947 1,383Charge for year 412 209 621Disposals – (273) (273)At 31 December 2025 848 884 1,732Carrying amountAt 31 December 2025 1,664 222 1,887At 31 December 2024 2,071 424 2,495
195Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
13. Leases
The group as lessee
Group Parent Company2025202420252024Right-of-use assets£’000£’000£’000£’000Land and buildings 2,562 2,926 949 1,168Vehicles 56 75 – 6Office equipment 311 459 312 4412,929 3,460 1,261 1,615
Lease liabilitiesDue within one year 882 895 399 392Due after more than one year 2,450 3,017 1,179 1,5793,332 3,912 1,578 1,971
Contractual maturities of lease liabilities including future interest:
On demand or within one year 1,023 1,060 475 486In the second year 963 950 467 476In the third to fifth years inclusive 1,563 2,110 818 1,229In more than five years 136 255 – 57Total contractual cash flows 3,685 4,375 1,760 2,248Future finance charges on lease liabilities (353) (463) (182) (277)Present value of contractual cash flows 3,332 3,912 1,578 1,971
Additions to the right-of-use assets during the 2025 financial year were £959,000 (2024: £(82,000)) for the group and £nil
(2024: £nil) for the Parent Company.
The statement of profit or loss shows the following amounts relating to leases:
Group Parent Company2025202420252024£’000£’000£’000£’000Depreciation charge of right-of-use assetsLand and buildings 714 664 219 198Vehicles 22 4 4 7Office equipment 147 190 129 121883 858 352 326Interest expense (included in finance cost) 180 209 95 187
The total cash outflow for leases in 2025 was £1,120,000 including interest expense of £180,000 (2024: £904,000) for the
group and £488,000 including interest expense of £95,000 (2024: £297,000) for the Parent Company.
The group leases various offices, equipment and vehicles. Rental contracts are, typically, made for fixed periods of 4–10
years and may have extension options.
Contracts may contain both lease and non-lease components. The group allocates the consideration in the contract to the
lease and non-lease components based on their relative stand-alone prices. However, for leases of real estate for which the
group is a lessee, it has elected not to separate lease and non-lease components and, instead, accounts for these as a single
lease component.
Notes to the
financial statements
For the year ended 31 December 2025 continued
henryboot.co.uk196
13. Leases continued
Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease
agreements do not impose any covenants other than the security interests in the leased assets that are held by the lessor.
Leased assets may not be used as security for borrowing purposes.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net
present value of the following lease payments:
• Fixed payments (including in-substance fixed payments), less any lease incentives receivable.
• Variable lease payments that are based on an index or a rate, initially measured using the index or rate as at the
commencement date.
• Amounts expected to be payable by the group under residual value guarantees.
• The exercise price of a purchase option if the group is reasonably certain to exercise that option.
• Payments of penalties for terminating the lease, if the lease term reflects the group exercising that option.
Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined,
which is generally the case for leases in the group, the lessee’s incremental borrowing rate is used.
The group is exposed to potential future increases in variable lease payments based on an index or rate, which are not
included in the lease liability until they take effect. When adjustments to lease payments based on an index or rate take
effect, the lease liability is reassessed and adjusted against the right-of-use asset.
Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease
period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.
Right-of-use assets are measured at cost comprising the following:
• The amount of the initial measurement of lease liability;
• Any lease payments made at, or before, the commencement date less any lease incentives received; and
• Any initial direct costs and restoration costs.
Right-of-use assets are, generally, depreciated over the shorter of the asset’s useful life and the lease term on a straight-
line basis. If the group is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the
underlying asset’s useful life. While the group revalues its land and buildings that are presented within property, plant and
equipment, it has chosen not to do so for the right-of-use buildings held by the group.
Payments associated with short term leases of equipment and vehicles and all leases of low-value assets are recognised on
a straight-line basis as an expense in profit or loss and amount to £nil (2024: £nil) in the period. Short term leases are leases
with a lease term of 12 months or less. Low-value assets comprise IT equipment and small items of office furniture. Cash
outflows during the period related to these leases equal the rent expense and are included within operating activities in the
Statement of Cash Flows.
The group as lessor
The group has entered into operating leases on its investment property portfolio, which, typically, have lease terms between
one and 25 years, and include clauses to enable periodic upward revision of the rental charge according to prevailing market
conditions. Ordinarily, the lessee does not have an option to purchase the property at the expiry of the lease period and some
leases contain options to break before the end of the lease term.
Future aggregate minimum rentals receivable under non-cancellable operating leases at 31 December are as follows:
20252024£’000£’000Within 1 year 5,364 6,800Between 1 and 2 years 4,726 6,209Between 2 and 3 years 4,055 5,360Between 3 and 4 years 4,014 4,627Between 4 and 5 years 3,993 4,510More than 5 years 29,91237,52952,064 65,035
197Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
14. Investment properties
Fair value measurements recognised in the Statement of Financial Position
The following table provides an analysis of the fair values of investment properties recognised in the Statement of Financial
Position by the degree to which the fair value is observable:
Increase/ (decrease) Level 1Level 2Level 320252024in year£’000£’000£’000£’000£’000£’000Completed investment propertyIndustrial – – 74,911 74,911 70,692 4,219Leisure – – 5,743 5,743 5,585 158Residential – – 3,282 3,282 3,783 (501)Office – – – – 2,418 (2,418)Retail– – 10,71010,71013,797 (3,087)– – 94,64694,64696,275 (1,629)Investment property under constructionIndustrial – – – – – –Total carrying amount – – 94,646 94,646 96,275 (1,629)
The group’s policy is to recognise transfers into, and out of, fair value hierarchy levels as of the date of the event or change
in circumstances that causes the transfer. The Directors determine the applicable hierarchy that a property falls into by
assessing the level of comparable evidence in the market which that asset falls into and the inherent level of activity. As at
the reporting date and throughout the year, all property was determined to fall into Level 3 and so there were no transfers
between hierarchies.
Explanation of the fair value hierarchy:
Level 1 – fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets
or liabilities thattheentity can access at the measurement date
Level 2 – fair value measurements are those derived from the use of a model with inputs (other than quoted prices included
in Level 1) thatareobservable from directly or indirectly observable market data
Level 3 – fair value measurements are those derived from use of a model with inputs that are not based on observable
market data
Notes to the
financial statements
For the year ended 31 December 2025 continued
henryboot.co.uk198
14. Investment properties continued
Investment properties have been split into different classes to show the composition of the investment property portfolio of
the group as at the reporting date. Management has determined that aggregation of the results would be most appropriate,
based on the type of use that each property falls into, which is described below:
Class
Industrial
Includes manufacturing and warehousing, which are usually similar in dimensions and construction
method.
Leisure
Includes restaurants and gymnasiums or properties in which the main activity is the provision of
entertainment and leisure facilities to the public.
Residential
Includes dwellings under assured tenancies.
Office
Includes buildings occupied for business activities not involving storage or processing of physical goods.
Retail
Includes any property involved in the sale of goods.
Land Includes land held for future capital appreciation as an investment.
Investment properties under construction are categorised based on the future anticipated highest and best use of
the property.
Completed investment property
Industrial Leisure Residential Office Retail ClassLevel 3Level 3 Level 3Level 3Level 320252024Fair value hierarchy£’000£’000£’000£’000£’000£’000£’000Carrying valueAt 1 January 70,692 5,585 3,783 2,418 13,797 96,275 100,602Subsequent expenditure on investment property 636 – – 72 – 708 73Capitalised letting fees – – – – – – 20Amortisation of capitalised letting fees (12) (6) – – (1) (19) (34)Disposals (1,030) – (520) – (3,107) (4,657) (523)Transfer to assets held for sale – – – (2,851) – (2,851) –Transfers from/(to) investment property under construction 3,660 – – – – 3,660 (5,030)Increase in fair value in year965 164 19 361 211,5301,167At 31 December 74,911 5,743 3,282 – 10,710 94,646 96,275Adjustment in respect of tenant incentives1,643 117 – 522 3632,6452,867Market value at 31 December 76,554 5,860 3,282 522 11,073 97,291 99,142
One property was transferred to ‘assets held for sale’ during the year.
Tenant incentives are included in trade receivables.
There is no actively traded market for the group’s commercial property and, as such, the adopted valuation is completed
using the professional judgement of the group’s professional valuers, who use the yield method to determine fair value. The
calculation of the capital value of a property under this method uses a yield to multiple against the rental income stream with
due allowance for a fixed assumed purchaser’s cost. The primary variables of the yield method are thus: the yield, which is
based on historic yields for properties that are similar but to which there may be adjustment to take into account; factors
such as geographical location and lease terms; and the contracted rent, which is based on contracted rents that exist at the
balance sheet date, but may also include a provision for rents that may be achieved in the future after accounting for a period
of vacancy, such rents being based on rental income terms that exist in similar properties, adjusted for geographic location
and lease terms.
199Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
14. Investment properties continued
With the exception of the residential class, completed investment property has been revalued at 31 December 2025 by Jones
Lang LaSalle Limited in accordance with the Practice Statements contained in the RICS Valuation – Global Standards (the
‘Red Book’) on the basis of market value at £93,345,000 (2024: £95,360,000). Jones Lang LaSalle Limited are professional
valuers who hold recognised and professional qualifications and have recent experience in the location and category of
the investment property being valued. The valuation conforms to International Valuation Standards, as incorporated within
the Red Book and was based on recent market transactions with similar characteristics and location using the yield method
valuation technique. The yield method of valuation involves applying market-derived capitalisation yields, and the actual
or market-derived future income streams where appropriate, with adjustments for letting voids or rent-free periods as
applicable to each property. For all completed investment properties, their current use equates to the highest and best use.
Residential properties are valued using recent comparable sales transactions with a significant unobservable input being the
discount used, to reflect the lower value achieved where properties are held under an assured tenancy, which, typically, earn
a low market level of rent. The discount applied recognises that the value is higher where the house is offered with the benefit
of vacant possession at the end of the assured tenancy.
The fair value of the residential class at 31 December 2025 has been determined by the Directors of the company at
£3,282,000 (2024: £3,783,000). The fair value takes into account market evidence based on recent comparable sale
transactions adjusted to take into account the tenanted nature of the properties.
Information about fair value measurements using significant unobservable inputs (Level 3):
2025ClassIndustrial Leisure Residential Office RetailSales Valuation technique Yield Yieldcomparison YieldYieldRental value per sq ft (£) – weighted average7.79 21.51 – – 12.79– low0.65 1.82 – – 7.27– high15.50 48.00 – – 18.50Yield % – weighted average6.33 7.12 – – 6.49– low3.60 5.79 – – 6.19– high7.86 9.83 – – 7.05% discount applied to houses held under assured tenancies– – 25.00 – –
2024Class Industrial Leisure Residential Office RetailSales Valuation technique Yield Yieldcomparison YieldYieldRental value per sq ft (£) – weighted average7.12 26.58 – 13.44 14.97– low0.65 1.82 – – 7.25– high16.00 45.00 – 25.00 26.00Yield % – weighted average6.01 8.99 – 13.78 6.51– low3.65 8.26 – – 4.87– high7.26 10.07 – 24.57 18.01% discount applied to houses held under assured tenancies– – 25.00 – –
There is considered to be no inter-relationship between observable and unobservable inputs.
Notes to the
financial statements
For the year ended 31 December 2025 continued
henryboot.co.uk200
14. Investment properties continued
The sensitivity analysis to significant changes in unobservable inputs relating to fair value measurements (Level 3) is set
out below:
Impact on valuation2025£’000Industrial Leisure Residential Office RetailYield – improvement by 0.5% 5,697 383 – – 784Rental value per sq ft – increase by £1 average 10,448 255 – – 838Tenancy discount – increase by 1% 1 – 557 – –
Impact on valuation2024£’000Industrial Leisure Residential Office RetailYield – improvement by 0.5% 5,641 300 – 96 1,031Rental value per sq ft – increase by £1 average 10,654 214 – 205 922Tenancy discount – increase by 1% – – 41 – –
The sensitivities have been selected by management on the basis that it considers these measures to be a reasonable
expectation of likely changes to the significant unobservable inputs in the next 12 months.
The property rental income earned by the group from its occupied investment property, all of which is leased out under
operating leases, amounted to £5,733,000 (2024: £6,298,000). Direct operating expenses arising on investment property
generating rental income in the year amounted to £311,000 (2024: £432,000). Direct operating expenses arising on the
investment property, which did not generate rental income during the year, amounted to £61,000 (2024: £101,000).
At 31 December 2025, the group had entered into no contractual commitments for the acquisition and repair of investment
property (2024: £nil).
Investment property under construction
Industrial ClassLevel 320252024Fair value hierarchy£’000£’000£’000Carrying valueAt 1 January – – –Subsequent expenditure on investment property 2,788 2,788 3Capitalised letting fees 43 43 –Transfer from inventory 272 272 –Transfer (to)/from completed investment property (3,660) (3,660) 5,030Transfers to assets held for sale – – (8,330)Increase in fair value in year5575573,297At 31 December – – –Adjustment in respect of tenant incentives–––Market value at 31 December – – –
201Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
14. Investment properties continued
Investment property under construction
Information about fair value measurements using significant unobservable inputs (Level 3):
2025 ClassIndustrialValuation technique ResidualRental value per sq ft (£) – weighted average –– low –– high –Yield % – weighted average –– low –– high –
2024 ClassIndustrialValuation techniqueResidualRental value per sq ft (£) – weighted average –– low –– high –Yield % – weighted average –– low –– high –
The sensitivity analysis to significant changes in unobservable inputs relating to fair value measurements (Level 3) is set
out below:
Impact on valuation 2025 £’000IndustrialYield – improvement by 0.5% –Rental value per sq ft – increase by £1 average –
Impact on valuation 2024 £’000IndustrialYield – improvement by 0.5%–Rental value per sq ft – increase by £1 average–
Investment properties under construction are developments that have been valued at 31 December 2025 at fair value by the
Directors of the company using the residual method at £nil (2024: £nil). The residual method of valuation involves estimating
the gross development value of the property using market-derived capitalisation yields and market-derived future income
streams. From this gross development value, the remaining gross development costs to be incurred are deducted, using
market-derived data cost estimates or the actual known costs and including cost contingencies for construction risk, as
appropriate. In addition, a deduction for the anticipated development profits yet to be earned is made, taking into account the
progress of the development to date in line with key milestones.
Notes to the
financial statements
For the year ended 31 December 2025 continued
henryboot.co.uk202
15. Investments
TotalParent Company – shares in group undertakings£’000CostAt 1 January 2024 37,771Additions1,135At 31 December 2024 38,906Additions 735Disposals(668)At 31 December 2025 38,973Carrying amountAt 31 December 2025 38,973At 31 December 202438,906
Additions in the current and prior year related to capital contributions made by Henry Boot PLC relating to subsidiary share
schemes settled by the parent company. Disposals relate to HBC Construction Limited, see note 38.
Amounts due from, and to, subsidiary companies are listed in notes 18 and 23 and details of all subsidiary companies are
listed in note 36.
All trading subsidiaries operate in the United Kingdom and are wholly owned, with the exception of:
• Road Link (A69) Holdings Limited and its subsidiary Road Link (A69) Limited, which is 61.2% owned by Henry Boot
Construction Limited; and
• Stonebridge Homes Group Limited and its wholly owned subsidiaries (as indicated in note 37), which is 62.5% owned by,
Henry Boot Land Holdings Limited.
They are all incorporated in the United Kingdom. All subsidiary companies have only one class of ordinary issued share
capital.
16. Investment in joint ventures and associates
2025 2024Joint JointventuresAssociatesTotal venturesAssociatesTotalGroup£’000£’000£’000£’000£’000£’000CostAt 1 January 8,449 4,831 13,280 8,000 2,484 10,484Share of profit/(loss) for the year 1,168 559 1,727 3,073 (642) 2,431Dividends received – – – (2,850) – (2,850)Additions 87 7,792 7,879 – 2,989 2,989Dividends waived by partner – – –226 – 226At 31 December 9,704 13,182 22,886 8,449 4,831 13,280
During the year, the group increased its equity investment in Rainham Holdco SARL, an associate undertaking, by a further
£2,935,000 (2024: 2,989,000), which maintains our interest at 20%. This was settled by offsetting a corresponding loan.
The group also increased investment in a number of joint ventures under our Origin Platform of £4,944,000 (2024: £nil).
203Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
16. Investment in joint ventures and associates continued
The group’s share of its joint ventures’ and associates’ aggregated assets, liabilities and results are as follows:
2025 2024Joint Joint venturesAssociatesTotalventuresAssociatesTotal£’000£’000£’000£’000£’000£’000Investment property 747 23,271 24,018 – 5,633 5,633Current assets 43,336 18,372 61,708 35,121 19,479 54,600Non-current assets – – –710 – 710Total assets 44,083 41,643 85,726 35,831 25,112 60,943Current liabilities (29,329) (1,169) (30,498) (5,135) (1,808) (6,943)Non-current liabilities (5,050) (27,292) (32,342)(22,247) (18,473) (40,720)Net investment 9,704 13,182 22,886 8,449 4,831 13,280
2025 2024Joint Joint venturesAssociatesTotalventuresAssociatesTotal£’000£’000£’000£’000£’000£’000Revenue 4,513 – 4,513 8,809 – 8,809Administration and other expenses (2,602) (398) (3,000) (4,383) (24) (4,407)Increase in fair value of investment properties – 1,987 1,98777 – 77Operating profit/(loss) 1,911 1,589 3,500 4,503 (24) 4,479Finance costs (331) (564) (895)(200) (618) (818)Profit/(loss) before tax 1,580 1,025 2,605 4,303 (642) 3,661Tax (412) (466) (878)(1,230) – (1,230)Share of profits/(losses) after tax 1,168 559 1,727 3,073 (642) 2,431
Details of the group’s investments in joint ventures and associates are listed in note 36.
Material joint ventures and associates
The Directors do not consider any of the joint ventures or associates they hold an interest in to be material in the current year.
In the previous year, the directors considered Newmarket Lane Holdings Limited (NML Group) to be the only material joint
ventures or associates they held an interest in.
When determining materiality, only joint ventures and associates where Henry Boot PLC’s share of net assets or share of
profit before tax were greater than 5% of the groups results, were deemed material.
The NML Group is a property development joint venture between the group, two individual shareholders and Hazeltime
Limited. The NML Group includes three legal entities: Newmarket Lane Holdings Limited, Newmarket Lane Limited, and
Newmarket Lane Management Company Limited. The NML Group is incorporated in England, and the group has ownership
of 50% of the NML Group. The joint venture is accounted for using the equity method of accounting.
The table over provides summarised financial information for Newmarket Lane Holdings Limited (Group). The information
disclosed reflects the amounts presented in the financial statements of Newmarket Lane Holdings Limited (Group) and not
the group’s share of those amounts.
Notes to the
financial statements
For the year ended 31 December 2025 continued
henryboot.co.uk204
16. Investment in joint ventures and associates continued
Summarised balance sheet
Newmarket Lane Holdings Limited (Group)20252024£’000£’000Investment properties (non-current) – –Inventories 13,000 12,883Trade and other receivables 256 217Cash and cash equivalents 942 1,227Trade and other payables (497) (673)Borrowings (non-current) –(240)Net assets 13,701 13,414Reconciliation to carrying amount:Opening net assets 1 January 13,414 13,882Profit/(loss) for the period 287 4,775Other distribution (5,244)(5,243)Closing net assets 8,457 13,414Group’s share in % 50% 50%Group’s share in £’000 4,228 6,707Carrying amount £’000 4,228 6,707
Summarised statement of comprehensive income
20252024£’000£’000Revenue 564 12,186Interest income – 52Interest expense (48) –Profit before tax 383 6,674Tax (96) (1,899)Profit for the year 287 4,775Group’s share in % 50% 50%Group’s share in £’000 143 2,388Carrying amount £’000 143 2,388
205Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
17. Contract assets
20252024£’000£’000Construction contracts – Construction segment – 8,329Construction contracts – Property investment and development segment 8,419 4,3648,419 12,693Due within one year 8,419 12,693Due after more than one year – –8,419 12,693
Amounts relating to construction contracts are balances due from customers under construction contracts that arise
when the group receives payments from customers in line with a series of performance-related milestones. The group will,
previously, have recognised a contract asset for any work performed, but not yet invoiced, as conditional to reaching certain
agreed milestone. Any amount previously recognised as a contract asset is reclassified to trade receivables at the point at
which it is invoiced to the customer.
Contract assets have decreased following the disposal of HBC Construction Limited on 31 December 2025.
There were no significant impairment losses recognised on any contract asset in the reporting period or in the prior year.
The group does not recognise any assets arising from the costs incurred to obtain a contract as the related amortisation
period would have been less than one year.
18. Trade and other receivables
Group Parent Company2025202420252024 £’000£’000£’000£’000Trade receivables 70,978 50,688 631 378Loss allowance (654) (703) – –Prepayments 17,128 10,230 2,893 2,893Amounts owed by joint ventures and associates 30,388 38,710 – –Amounts owed by group undertakings – – 256,475 215,898117,840 98,925 259,999 219,169Due within one year 69,920 90,467 61,166 25,803Due after more than one year 47,920 8,458 198,833 193,366117,840 98,925 259,999 219,169
Amounts due after more than one year relate to deferred consideration included in trade receivables on inventory sold that
are discounted to present value and are due for payment between March 2026 and September 2029 (2024: January 2025
and July 2028), and amounts owed by joint ventures and associates that are not expected to be recovered in the next 12
months (2024: not expected to be recovered in the next 12 months).
Group
Movement in the trade receivables loss allowance
20252024£’000£’000At 1 January 703 1,347Impairment losses recognised 70 –Amounts written off as uncollectable (utilisation) 36 –Amounts recovered during the year (6) (682)Impairment losses reversed (149)38At 31 December 654 703
Notes to the
financial statements
For the year ended 31 December 2025 continued
henryboot.co.uk206
18. Trade and other receivables continued
The loss allowance as at 31 December 2025 and 31 December 2024 for trade receivables and contract assets was determined
as follows:
Gross Expected carrying Loss loss rate amount allowance 2025%£’000£’0000–30 days 1.2 40,991 43830–60 days 0.1 9,990 860–90 days 0.1 3,014 290–120 days 1.4 148 2120+ days 0.8 25,254 20479,397 654
Gross Expected carrying Loss loss rate amount allowance2024%£’000£’0000–30 days 0.3 57,336 17330–60 days 0.7 1,509 1160–90 days 0.7 539 490–120 days 10.7 103 11120+ days12.9 3,894 50463,381 703
The Directors consider that the carrying amount of trade and other receivables of the group and Parent Company
approximates to their fair value.
Parent Company
Amounts owed by group undertakings include loans of £239.1m (2024: £213.2m) and are repayable on demand, unsecured
and are stated net of provisions for impairment of £448,000 (2024: £1,519,000), of which no significant impairment
(2024: £nil) has been provided in the year, £1,071,000 (2024: £1,000) has been recovered in the year and £nil (2024: £nil) was
written off. Expected credit losses are based on the assumption that repayment of the loan is demanded at the reporting
date. Where there are insufficient liquid assets, the Parent Company considers the expected manner of recovery to measure
expected credit losses. This might be a ‘repay over time’ strategy, or a fire sale of fewer liquid assets. No interest was charged
on loans in the current or prior year.
The Parent Company has no significant impaired trade receivables in the current or prior year.
Credit risk
The group’s principal financial assets are bank balances and cash, contract assets and trade and other receivables, which
represent the group’s maximum exposure to credit risk in relation to financial assets. The group’s credit risk is, primarily,
attributable to its trade receivables. The amounts presented in the Statement of Financial Position are net of loss allowances
for doubtful receivables, estimated by the group’s management based on prior experience and forward-looking assessments
of the economic environment in accordance with IFRS 9 ‘Financial Instruments’. The group has no significant concentration
of credit risk, with exposure spread over a large number of counterparties and customers. Recovery of amounts owed by joint
ventures and associates is based on delivery of the intended scheme and realisation of asset values, forecast appraisal are
prepared periodically, which support recoverability.
The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by
international credit rating agencies.
207Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
19. Deferred tax
Deferred tax assets and deferred tax liabilities are offset where the group has a legally enforceable right to set off current
tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to tax levied by the same tax
authority where there is an intention to settle the balances on a net basis. The amounts after offsetting are as follows:
Accelerated Retirement capital Property benefit Other timing allowancesrevaluationsschemedifferencesTotalGroup£’000£’000£’000£’000£’000At 1 January 2024 (1,384) (2,056) (1,932) 213 (5,159)Recognised in profit or loss (731) (847) (2) 6 (1,574)Recognised in other comprehensive income – (67) (549) – (616)At 31 December 2024 (2,115) (2,970) (2,483) 219 (7,349)Deferred tax asset – – – 219 219Deferred tax liability (2,115) (2,970) (2,483) – (7,568)Recognised in profit or loss (100) (379) (2) 1,952 1,471Recognised in other comprehensive income – 63 1,732 – 1,795Disposal of subsidiary (32) – – – (32)At 31 December 2025 (2,247) (3,286) (753) 2,171 (4,115)Deferred tax asset – – – – –Deferred tax liability (2,247) (3,286) (753) 2,171 (4,115)
Parent CompanyAt 1 January 2024 (230) – (1,932) 244 (1,918)Recognised in profit or loss (132) – (2) – (134)Recognised in other comprehensive income – – (549) – (549)At 31 December 2024 (362) – (2,483) 244 (2,601)Deferred tax asset – – – 244 244Deferred tax liability(362) – (2,483) – (2,845)Recognised in profit or loss 129 – (2) (67) 60Recognised in other comprehensive income– – 1,732 – 1,732At 31 December 2025 (233) – (753) 177 (809)Deferred tax asset – – – 177 177Deferred tax liability (233) – (753) – (986)
Deferred tax assets relating to deductible temporary differences are recognised if it is probable that they can be offset
against future taxable profits or existing temporary differences.
Deferred tax balances at the year end have been measured at 25% (2024: 25%), being the rate at which timing differences
are expected to reverse. Management does not expect any significant reversal of deferred tax assets or liabilities in the next
12 months.
Notes to the
financial statements
For the year ended 31 December 2025 continued
henryboot.co.uk208
20. Inventories
20252024£’000£’000Property developments in progress 57,761 66,605Housebuilder land and work in progress 156,379 111,639Land held for development or sale 60,096 73,963Options to purchase land 9,032 9,209Planning promotion agreements 84,797 71,455368,065 332,871
Within property developments in progress, £342,000 (2024: £nil) has been written down and recognised as an expense in
the year. These costs relate to development projects no longer likely to proceed. Within land held for development or sale,
options to purchase land and planning promotion agreements, £507,000 (2024: £1,511,000) has been written down and
recognised as an expense in the year. These costs relate to land, options and planning promotion agreements where planning
permission for development has been refused or is deemed to be doubtful.
21. Assets classified as held for sale
Assets classified as held for sale are investment properties and land and buildings within the Property investment and
development segment, which are individually being actively marketed for sale with expected completion dates within one
year. The gain recognised after measurement at fair value to sell on the transfer of assets during the year was £nil (2024: £nil).
Assets classified as held for sale comprise the following:
Investment Property and Land and Buildings20252024£’000£’000Fair valueAt 1 January 9,315 –Transfer from property, plant and equipment (note 12) – 985Transfer from investment property (note 14) 2,851 8,330Disposals (12,166) –At 31 December – 9,315Adjustment in respect of tenant incentives ––Market value at 31 December – 9,315
Assets classified as held for sale have been valued at 31 December 2025 at fair value by the Directors of the company at £nil
(2024: £9,315,000).
209Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
22. Contract liabilities
20252024£’000£’000Construction contracts – Construction segment – 4,882Construction contracts – Property investment and development segment – –– 4,882Due within one year – 4,882
20252024£’000£’000Revenue recognised that was included in the contract liability balance at the beginning of the periodConstruction contracts – Construction segment – 1,060Construction contracts – Property investment and development segment – –Revenue recognised from performance obligations satisfied in previous periodsConstruction contracts – Construction segment – –Construction contracts – Property investment and development segment – –
Contract liabilities have decreased in the year as the group disposed of its contracting business, HBC Construction Limited.
23. Trade and other payables
Group Parent Company2025202420252024£’000£’000£’000£’000Trade payables 89,595 83,595 3,725 2,043Social security and other taxes 11,102 9,733 614 606Accrued expenses 4,273 5,481 1,563 2,250Deferred income 1,922 2,700 – –Amounts owed to joint venture and associates 1,241 302 – –Amounts owed to group undertakings – – 18,719 61,788108,133 101,811 24,621 66,687Due within one year 86,411 89,820 23,411 66,490Due after more than one year 21,722 11,991 1,210 197108,133 101,811 24,621 66,687
1
Trade payable includes financial liabilities guaranteed as part of the disposal of HBC Construction Limited. See note 38.
The Directors consider that the carrying amount of trade payables approximates to their fair value.
Amounts due after more than one year include £nil (2024: £379,000) of deferred income, £902,000 (2024: £nil) of amounts
owed to joint venture and associates, £19,610,000 (2024: £11,611,000) relating to deferred land payments and 1,210,000
(2024: £nil) of trade payables relating to financial guarantees.
Included within deferred income is £nil relating to an advanced payment from National Highways (2024:£862,000). This is
being released as revenue and interest within the income statement under the terms of the A69 Road Link contract. During
the year, £825,000 (2024: £707,000) has been recognised as revenue and £145,000 (2024: £226,000) recognised as interest.
The balance of deferred income represents advanced rental receipts from investment property tenants in the Property
investment and development segment, relating to the first quarter of 2026.
Parent Company
Amounts owed to group undertakings (including loans of £12.5m (2024: £53.9m) are repayable on demand, unsecured and
bear no interest (2024: 0–0.60%).
Notes to the
financial statements
For the year ended 31 December 2025 continued
henryboot.co.uk210
24. Financial liabilities
The table below summarises the maturity profile of the group’s financial liabilities based on contractual undiscounted
payments.
GroupOn demand <1 year 1–2 years 3–5 years >5 years Total 2025 Note£’000£’000£’000£’000£’000£’000Bank loans 26 – – – 112,000 – 112,000Other loans – sale and leaseback 26 – 880 213 – – 1,093Lease liabilities 13 – 882 860 1,459 131 3,332Trade and other payables 23 – 73,387 21,722 – – 95,109– 75,149 22,795 113,459 131 211,534
Total GroupOn demand <1 year1-2 years 3–5 years >5 years (restated) 2024 Note£’000£’000£’000£’000£’000£’000Bank loans 26– – – 72,500 – 72,500Other loans – sale and leaseback 26– 1,943 880 212 – 3,035Lease liabilities 13– 895 822 1,940 255 3,912Trade and other payables 23– 7 7,767 11,611 – – 89,378– 80,605 13,313 74,171 255 168,825
Parent Company On demand < 1 year 1–2 years 3–5 years >5 years Total 2025 Note£’000£’000£’000£’000£’000£’000Bank loans 26 – – – 112,000 – 112,000Lease liabilities 13 – 393 400 1,122 56 1,971Trade and other payables 23 – 22,797 1,210 – – 24,007– 23,190 1,610 113,122 56 137,978
Total Parent Company On demand <1 year 1–2 years 3-5 years >5 years (restated) 2024 Note£’000£’000£’000£’000£’000£’000Bank loans 26– – – 72,500 – 72,500Lease liabilities 13– 393 400 1,122 56 1,971Trade and other payables 23– 65,884 197 – – 66,081– 66,277 597 73,622 56 140,552
1
See ‘prior year restatements’ on page 174
211Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
25. Capital risk management
The group’s objectives when managing capital are:
• to safeguard the group’s ability to continue as a going concern and have the resources to provide returns for shareholders
and benefits for other stakeholders; and
• to maximise returns to shareholders by allocating capital across our businesses based on the level of expected return
and risk.
The group sets the amount of capital in proportion to risk. The group manages the capital structure and makes adjustments
to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain
or adjust the capital structure, the group may adjust the amount of dividends paid to shareholders, return capital to
shareholders, issue new shares or sell assets to reduce debt.
The group monitors capital on the basis of net debt to equity. Net debt is total debt less cash and cash equivalents and, at
31 December 2025, this was £108.0m (2024: £62.7m). Equity comprises all components of equity and, at 31 December 2025,
this was £420.1m (2024: £425.1m).
During 2025, the group achieved its strategy, which was to maintain the debt to equity ratio below 30% (2024: 30%). This
level was chosen to ensure that we can access debt relatively easily and inexpensively if required.
In May 2024, the group concluded negotiations with three banking partners to put in place a £125m facility to replace the
£105m facility it had in place at 31 December 2013. The renewed facilities commenced on 24 May 2024, with a renewal
date of 24 May 2027 and an option to extend the facilities by one year, each year, for the next two years occurring on
the anniversary of the facility. The first of these extensions was called upon on 31 March 2025 extending the facility to
21 March 2028. Bank facilities in place at 31 December 2024 totalled £125m with an accordion to extend the facility by up to
£60m taking the facility to £185m. The accordion was called on 21 March 2025 extending the facility to £140m and again on
5 March 2026 to £155m The group had drawn £112.0m of the facility at 31 December 2025 (2024: £72.5m).
The group’s secured bank facilities are subject to covenants over the loan-to-market value of investment properties,
EBIT cover, gearings and minimum consolidated tangible assets value. The group operated comfortably within all of its
requirements throughout the year and continues to do so over forecast periods.
On 27 June 2024, the group extended a £25.0m Receivables Purchase Agreement with HSBC Invoice Finance UK Limited
(HSBC). The Receivables Purchase Agreement allows the group to sell eligible deferred receivables generated through its
land sale activities to HSBC Invoice Finance (UK) Limited. Under the terms of the agreement, the group irrevocably assigns
all rights to HSBC Invoice Finance (UK) Limited and all tangible risks and rewards of ownership of the financial asset are
transferred. Upon transfer of contractual rights, the deferred receivable asset is derecognised in the financial statements of
the group. There is a maximum agreement limit of £25.0m of which receivables due from eligible housebuilders can be sold.
Amounts of £13.4m (2024: £15.9m) were sold under the agreement at the year end.
The group’s capital risk management disclosures are consistent with the Parent Company.
Notes to the
financial statements
For the year ended 31 December 2025 continued
henryboot.co.uk212
26. Borrowings
Group Parent Company202420242025(restated)2025(restated)£’000£’000£’000£’000Bank overdrafts – – 9 42Bank loans 112,000 72,500 112,000 72,500Other loans – sale and leaseback 1,0933,035––113,093 75,535 112,009 72,542Due within one year 871 1,943 9 42Due after one year 112,22273,592112,00072,500113,093 75,535 112,009 72,542
The weighted average interest rates paid were as follows:
20252024%%Bank overdrafts 6.80 6.80Bank loans – floating rate 5.84 6.67Other loans – sale and leaseback 6.02 5.97
1
See ‘prior year restatements’ on page 174
Bank overdrafts are repayable on demand and bank loans are drawn for periods of between one and six months.
Other loans relate to sale and leaseback arrangement entered into by the group. The loan draw downs in 2025 amounted to
£nil (2024: £1,633,000) and are all repayable over 36 months from the date when the loans were drawn down.
Borrowings are recognised at amortised cost. The fair value of the group’s borrowings is not considered to be materially
different from the carrying amounts.
Liquidity risk
The company’s objectives when managing liquidity are:
• to safeguard the group’s ability to meet expected and unexpected payment obligations at all times; and
• to maximise the group’s profitability.
At 31 December 2025, the group had available £33,000,000 (2024: £52,500,000) undrawn committed borrowing facilities.
Interest rate risk
Interest on floating rate borrowings is arranged for periods from one to six months. These borrowings are secured by a fixed
and floating charge over the assets of the group, excluding those of Road Link (A69) Limited.
The bank overdraft is at floating rates, thus exposing the group to cash flow interest rate risk.
Based on approximate average borrowings during 2025, a 1.0% (2024: 1.0%) increase or decrease in interest rates, which the
Directors consider to be a reasonably possible change, would affect profitability before tax by £1,058,000 (2024: £949,000).
Other loans – sales and leaseback – are arranged at fixed rates, thus not exposing the group to cash flow interest rate risk.
213Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
27. Provisions
Land Road promotionmaintenanceTotal£’000£’000£’000At 1 January 2024 3,131 1,268 4,399Additional provisions in year 554 2,272 2,826Utilisation of provisions (2,571) (2,777) (5,348)At 31 December 2024 1,114 763 1,877Included in current liabilities 960 763 1,723Included in non-current liabilities 154 – 1541,114 763 1,877Additional provisions in year 379 2,709 3,088Utilisation of provisions (747) (3,361) (4,108)At 31 December 2025 746 111 857Included in current liabilities 746 111 857Included in non-current liabilities – – –746 111 857
The Land Promotion provision represents management’s best estimate of the group’s liability to satisfy outstanding S106
infrastructure/planning obligations, arising from obtaining planning consent on the relevant schemes. These obligations are
contracted independently between the group and the relevant planning authorities, and are not assumed by the customer at
the point the land is subsequently disposed and, therefore, remain an obligation of the group. These obligations are expected
to be fully satisfied within the next 18 months.
The provision is calculated using the present value of the estimated cash flows required to settle the present obligations,
pro rata on an acreage allocation basis where disposals occur over a number of phases, such that provisions are only made
in relation to the land that has been disposed of. Based on a 1.0% change in the discount rate and a 5.0% change in the
estimated cash outflows, both of which the Directors consider to be a reasonably possible change, land promotion provisions
would change and affect profitability before tax by £3,000 and £37,000 respectively (2024: £7,000 and £57,000).
The group maintains rigorous forecasting and budgeting for the S106 infrastructure/planning obligations to which its provisions
relate. The group’s outstanding obligations are not considered to be ‘onerous’ contracts, as the costs of meeting the obligations
are not anticipated to exceed the economic benefits expected to be received throughout the life of the developments.
The Road Maintenance provision represents management’s best estimate of the group’s liability under a five-year rolling
programme for the maintenance of the group’s PFI assets. Based on a 5.0% change in the estimated cash outflows, which the
Directors consider to be a reasonably possible change, the Road Maintenance provision would change and affect profitability
before tax by £187,000 (2024: £176,000).
Off balance sheet arrangements
The group is currently undertaking the infrastructure of land promotions at Bridgwater and Cranbrook, spanning 122 and 53
acres respectively (2024: 122 and 53). The group is liable for various planning and infrastructure obligations required to be
met under section agreements imposed by the local councils. The group shares its planning and infrastructure obligations
relating to the Cranbrook site with two other parties – the group’s share being 30%. These shared obligations are secured by
performance bonds and legal charges. The group deems the possibility of default by the other parties as highly remote. The
infrastructure of these developments is anticipated to continue until 2025 and 2026 respectively, with costs being incurred
throughout these periods.
The group has cumulatively disposed of 122 and 50 acres respectively (2024: 122 and 50), and has, subsequently, recognised
provisions to the value of £745,000 (2024: £1,113,000), being the group’s best estimate of the consideration required to
settle the present obligations at the reporting date. Subsequent disposals are expected to occur over a number of phases;
provisions are made in relation to the land that has been disposed of. The present value of the estimated cash flows relating
to future disposals, amounting to £41,000 (2024: £24,000), has, therefore, not been recognised in these Financial Statements.
Contingent liabilities
Contingent liabilities may arise in respect of subcontractor and other third-party claims made against the group, in the normal
course of trading. These claims can include those relating to cladding/legacy fire safety matters and defects. A provision for
such claims is only recognised to the extent that the Directors believe that the group has a legal or constructive obligation
as a result of a past event and it is probable that an outflow of economic benefit will be required to settle the obligation.
However, such claims are predominantly covered by the group’s insurance arrangements.
Notes to the
financial statements
For the year ended 31 December 2025 continued
henryboot.co.uk214
28. Retirement benefit obligations
Defined contribution pension plan
The group operates a defined contribution pension plan for all qualifying employees. The plan is administered and managed
by Aviva and the group matches member contributions, providing a minimum of 5% (2024: 5%) of salary is paid by the
employee, on a pound-for-pound basis up to a maximum of 8% (2024: 8%).
The total cost charged to income of £3,539,000 (2024: £3,438,000) represents contributions payable to the plan by the
group.
Defined benefit pension scheme
The group sponsors a funded defined benefit pension scheme in the UK. The scheme is administered within a Trust, which
is legally separate from the group. Trustees are appointed by both the group and the scheme’s membership, and act in the
interest of the scheme and all relevant stakeholders, including the members and the group employers. The Trustees are also
responsible for the investment policy for the scheme’s assets.
The scheme closed to the future accrual of benefits on 18 March 2021. Until this date, members accrued an annual pension of
either 1/45th or 1/60th of final pensionable salary for each year of pensionable service. Increases in pensionable salary were
limited to 1% per annum. Once in payment, pensions increase in line with inflation. The scheme also provides a two-thirds
spouse’s pension on the death of a member.
Members of the scheme who were active up to 18 March 2021 paid contributions at the rate of either 5% or 7% of
pensionable salary, and the group employers paid the balance of the cost as determined by regular actuarial valuations.
The Trustee is required to use prudent assumptions to value the liabilities and costs of the scheme whereas the accounting
assumptions must be best estimates.
The group has not recognised any obligation under a minimum funding requirement as it is entitled to a refund of any residual
assets once all members have left the scheme.
The scheme poses a number of risks to the group. These include:
Investment risk
The present value of obligations is calculated using a discount rate determined by reference to high quality corporate bond
yields. If the return on the scheme’s assets is below this rate, the scheme deficit will increase.
Interest rate risk
A decrease in the yield on high quality corporate bonds will reduce the discount rate and, thus, increase the value placed on
the scheme’s liabilities.
Inflation risk
The present value of the liabilities is calculated by reference to a best estimate of future inflation. If inflation turns out to be
higher than this estimate, then the deficit will increase.
Longevity risk
The present value of the liabilities is calculated using a best estimate of the life expectancy of scheme members. An increase
in life expectancies will increase the scheme’s liabilities.
The scheme is subject to regular actuarial valuations, which are usually carried out every three years. The next actuarial
valuation is due to be carried out with an effective date of 31 December 2025. 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.
A formal actuarial valuation was carried out as at 31 December 2024. The results of that valuation have been projected to
31 December 2025 by a qualified independent actuary, and the next formal valuation will be 31 December 2027. The figures in
the following disclosure were measured using the Projected Unit Method.
20252024%%Retail Prices Index (RPI) 2.85 3.05Consumer Prices Index (CPI) 2.45 2.65Rate in increase to pensions in payment liable for Limited Price Indexation (LPI) 2.45 2.65Revaluation of deferred pensions 2.45 2.65Liabilities discount rate 5.60 5.55
215Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
28. Retirement benefit obligations continued
20252024Mortality assumptionsYearsYearsRetiring today (aged 65)Male 21.8 21.1Female 23.8 23.4Retiring in 20 years (currently aged 45)Male 23.5 22.1Female 25.0 24.6
The mortality assumptions adopted are the Self Administered Pension Schemes (SAPS) tables with allowance for future
improvements in line with Continuous Mortality Investigation (CMI) 2022 with an annual improvement of 1% per annum.
The sensitivities regarding the principal assumptions used to measure the scheme liabilities are set out below:
Impact on scheme liabilitiesIncrease in Decrease in Change in assumptionassumptionassumption£’000£’000Rate of inflation 0.25% 2,839 (3,018)Liabilities discount rate 0.25% (3,498) 3,667Rate of mortality 1 year 5,299 (5,209)
Amounts recognised in the Consolidated Statement of Comprehensive Income in respect of the scheme are as follows:
20252024£’000£’000Service cost:Ongoing scheme expenses 790 698Net interest income (536) (347)Pension protection fund 7 36Pension expenses recognised in profit or loss 261 387Remeasurement on the net-defined benefit liability:Return on plan assets (excluding amounts included in net interest expense) 6,091 12,978Actuarial loss/(gain) arising from changes in demographic assumptions 2,091 (255)Actuarial gain arising from changes in financial assumptions (2,820) (15,088)Actuarial loss arising from experience assumptions 1,565 169Actuarial loss/(gain) recognised in other comprehensive income 6,927 (2,196)Total 7,188 (1,809)
The amount included in the Statement of Financial Position arising from the group’s obligations in respect of the scheme is
as follows:
20252024£’000£’000Present value of scheme obligations (137,682) (138,220)Fair value of scheme assets 140,691 148,1503,009 9,930
Notes to the
financial statements
For the year ended 31 December 2025 continued
henryboot.co.uk216
28. Retirement benefit obligations continued
This amount is presented in the Statement of Financial Position as follows:
20252024£’000£’000Non-current assets 3,009 9,930
Movements in the present value of scheme obligations in the year were as follows:
20252024£’000£’000At 1 January 138,220 155,264Interest on obligation 7,427 6,940Actuarial losses 836 (15,174)Benefits paid (8,801)(8,810)At 31 December 137,682 138,220
Movements in the fair value of scheme assets in the year were as follows:
20252024£’000£’000At 1 January 148,150 162,990Interest income 7,963 7,287Actuarial losses on scheme assets (6,091) (12,978)Employer contributions 260 360Benefits paid (8,801) (8,811)Ongoing scheme expenses (790)(698)At 31 December 137,682 148,150
The categories of plan assets are as follows:
20252024£’000£’000Quoted investments, including pooled diversified growth funds: Equity 12,395 18,100Diversified credit funds 29,316 39,381Asset backed securities 10,471 –Cash and net current assets 4,831 4,052Unquoted investments:Direct lending 5,116 8,502Multi-asset credit 15,340 12,154Liability-driven investment 40,641 37,816Infrastructure 10,583 10,784Special situations 11,99817,361At 31 December 140,691 148,150
The weighted average duration of the defined benefit obligation is 11 years (2024: 11 years).
The current estimated amount of total contributions expected to be paid to the scheme during the 2025 financial year is £nil,
being £nil payable by the group and £nil payable by scheme members.
The company’s level of recovery plan funding to the scheme is £nil per month from January 2026 to December 2026, with an
ongoing provision to increase contributions to £300,000 if the scheme is in deficit over £3.0m for two quarters. In addition to
this, the company contributes a further £260,000 per annum towards the administration expenses of the scheme.
217Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
28. Retirement benefit obligations continued
On 16 June 2023, the High Court handed down a judgement in the case Virgin Media vs. NTL Trustees II Limited. The
case centred on changes to the rules of pension schemes that were contracted out of SERPS. The law required that,
before amending a scheme’s rules, the trustees needed to obtain written confirmation from the scheme actuary that
the amended benefits would still meet the minimum level. The actuary’s written confirmation is commonly known as a
Section 37 certificate.
The judgement handed down in the Virgin Media case confirmed the position under the law and held that any rule
amendments made without the actuarial confirmation having been obtained would be void.
The group’s scheme was contracted out over the relevant period and several rule amendments that affected members’
benefits were made in that time. The Trustees have conducted a preliminary search of their records and have located most,
but not all, of the Section 37 certificates. An exhaustive search has not yet been completed.
In June 2025, the UK government announced its intention to introduce legislative changes to give affected pension schemes
the ability to retrospectively obtain the required actuarial confirmation. These changes are part of the current Pension
Schemes Bill, which is expected to be enacted in mid to late 2026. If the original Section 37 certificates cannot be located for
the group’s scheme, then it is expected that these new provisions will be used to provide retrospective confirmation.
29. Related party transactions
Transactions between the company and its subsidiaries, which are related parties, have been eliminated on consolidation and
are disclosed below:
20252024Parent Company£’000£’000Management charges receivable 7,693 6,552Interest payable (221) (264)Rents payable (29) (108)Recharge of expenses (6) (10)
Transactions between the company and its remaining related parties are as follows:
20252024Purchases of goods and services£’000£’000Related companies of key management personnel (amounts paid for Non-executive Director services) 56 54
Amounts owing by related parties (note 18) or to related parties (note 23) are unsecured, repayable on demand and will be
settled in cash. The group is committed to the ongoing funding of some joint ventures and associates where the entity has
made commitments to deliver specific schemes. No guarantees have been given or received. No significant provisions have
been made for impaired receivables in respect of the amounts owed by related parties. Other than as disclosed above and in
note 16, there are no further related party transactions with joint ventures and associates.
Remuneration of key management personnel
The key management personnel of the group are the Board of Directors and members of the Executive Committee, as
presented on pages 92 to 93 and 94 to 95. They are responsible for making all of the strategic decisions of the group and
its subsidiaries, as detailed on pages 27 and 45. The remuneration of the Board of Directors is set out in the Remuneration
Report on pages 134 to 151. The remuneration of the relevant eight (2024: six) members who served in the Senior
Management Team is set out below, in aggregate, for each of the categories specified in IAS 24 ‘Related Party Disclosures’.
Board of Directors Other key management2025202420252024£’000£’000£’000£’000Short term employee benefits 1,537 1,730 1,937 2,027Post-employment benefits 68 10 177 138Share-based payments – – 36 –1,605 1,740 2,150 2,165
There were no termination payments or long term benefits paid to the Board of Directors or key management personnel.
Notes to the
financial statements
For the year ended 31 December 2025 continued
henryboot.co.uk218
30. Share capital
Authorised, allotted, issuedand fully paid20252024£’000£’000400,000 5.25% cumulative preference shares of £1 each (2024: 400,000) 400 4001134,110,155 ordinary shares of 10p each (2024: 134,010,541)13,41113,40113,811 13,801
1
Including treasury shares.
The company has one class of ordinary share, which carries no rights to fixed income, but which entitles the holder thereof to
receive notice of and attend and vote at general meetings or appoint a proxy to attend on their behalf. During the year, 99,614
ordinary shares (2024: 24,778) were issued in satisfaction of share option exercises.
Subject to Board approval, the preference shares carry the right to a cumulative preferential dividend payable half yearly at
the rate of 5.25% per annum. They also carry a right, in priority to the ordinary equity, on a return of assets on a winding-up or
reduction of capital, to repayment of capital, together with the arrears of any preferential dividend. With the exception of any
resolution proposed to directly affect the rights or privileges of the holders of the preference shares, the holders thereof are
not entitled to receive notice of, be present or vote at any general meeting of the company.
Share-based payments
The company operates the following share-based payment arrangements:
(i) The Henry Boot 2010 Sharesave Plan
This savings-related share option plan was approved by shareholders in 2010 and is HMRC approved. Grants of options to
participating employees were made on 3 October 2019 at a price of 224.0p at a discount of 9.7%, on 5 October 2020 at a
price of 237.0p at a discount of 6.0%, on 15 October 2021 at a price of 225.0p at a discount of 20.5%, on 21 October 2022 at
a price of 198.0p at a discount of 15.7%, on 20 October 2023 at a price of 155.0p at a discount of 15.3%, on 3 October 2024
at a price of 183.0p at a discount of 20.4% and on 17 October 2025 at a price of 1.76 at a discount of 18.5%. These become
exercisable for a six-month period from 1 December 2022, 1 December 2023, 1 December 2024, 1 December 2025,
1 December 2026, 1 December 2027 and 1 December 2028 respectively. There are no performance criteria attached to the
exercise of these options, which are normally capable of exercise up to six months after the third anniversary of the Sharesave
contract commencement date. The right to exercise options terminates if a participating employee leaves the group, subject
to certain exceptions.
Options Options outstanding at outstanding at 1 January Options Options Options 31 December 20252025grantedlapsedexercised2025October 2021 grant 50,400 – (8,960) (1,840) 39,600October 2022 grant 157,451 – (13,452) (65,356) 78,643October 2023 grant 1,428,751 – (100,777) (35,617) 1,292,357October 2024 grant 297,477 – (78,883) – 218,594October 2025 grant–213,539 (4,665) – 208,874Weighted average exercise price 164p 176p 172p 184p 164p
The weighted average share price at the date of exercise for share options exercised during the year was 216.00p
(2024: 222.34p).
219Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
30. Share capital continued
Options Options outstanding at outstanding at 1 January Options Options Options 31 December 20242024grantedlapsedexercised2024October 2019 grant 1,607 – (1,607) – –October 2020 grant 80,824 – (80,824) – –October 2021 grant 99,136 – (42,000) (6,736) 50,400October 2022 grant 234,716 – (76,811) (454) 157,451October 2023 grant 1,587,303 – (151,973) (6,579) 1,428,751October 2024 grant – 297,47 7 – – 297,47 7Weighted average exercise price 167p 183p 192p 191p 164p
(ii) The Henry Boot 2015 Long Term Incentive Plan
This plan was approved by shareholders at an AGM held on 21 May 2015. Details of the plan and the vesting requirements are
also set out in the Directors’ Remuneration Policy, which is available to view on the website.
In respect of (ii) above, the aggregate total of movements in share options granted and awards of shares is as follows:
20252024NumberNumberShare options granted at 1 January 3,147,462 2,202,108Lapses of share options in year (748,000) (433,560)Awards of shares in year – (95,130)Share options granted in year 1,176,282 1,474,044Share options granted at 31 December 3,575,744 3,147,462
The weighted average share price at the date of exercise for share options exercised during the year was nil
(2024: 205.00p). The weighted average exercise price of all share options issued in the scheme is £nil. Additional shares have
been awarded in the year based at a dividend equivalent value over the vesting period.
Notes to the
financial statements
For the year ended 31 December 2025 continued
henryboot.co.uk220
30. Share capital continued
(iii) The Henry Boot PLC 2010 and 2020 Approved Company Share Options Plans
These plans, more commonly known a CSOP, were approved by shareholders in 2010 for grants before May 2020, and in
2020 for grants after 2020.Any full-time Director or employee (full-time or part-time) is eligible to participate at the discretion
of the Remuneration Committee of the Board. Options are granted by deed with no consideration payable by the participant.
The aggregate subscription price at the date of grant of all outstanding options granted to any one participant under the plan
and any other HMRC-approved plan operated by the company (but excluding options granted under any savings-related
share option plan) must not exceed £60,000. The aggregate market value at the date of grant of ordinary share options,
which may be granted to any one participant in any one financial year of the company, shall not normally exceed two times
the amount of a participant’s remuneration for that financial year. The Remuneration Committee may impose objective
conditions as to the performance of the group, which must normally be satisfied before options can be exercised. Options
are normally exercisable only within the period of 3–10 years after the date of grant. The right to exercise options, generally,
terminates if a participant leaves the group, subject to certain exceptions. The second grant of options under the plan was
made to certain senior employees (none of whom, at the time, were Directors of group companies) on 1 October 2014 at
an option price of 191.0p. The third grant of options under the plan was made to certain senior employees (none of whom,
at the time, were Directors of group companies) on 6 October 2017 at an option price of 298.9p. The fourth grant of
options under the plan was made to certain employees (two of whom, at the time, were Directors of group companies) on
14 September 2018 at an option price of 291.0p. The fifth grant of options under the plan was made to certain employees (two
of whom, at the time, were Directors of group companies) on 3 October 2019 at an option price of 249.0p. The sixth grant of
options under the plan was made to certain employees (none of whom, at the time, were Directors of group companies) on
5 October 2020 at an option price of 263.0p. The seventh grant of options under the plan was made to certain employees
(none of whom, at the time, were Directors of group companies) on 29 September 2021 at an option price of 281.0p. The
eighth grant of options under the plan was made to certain employees (none of whom, at the time, were Directors of group
companies) on 5 October 2022 at an option price of 247.0p. The ninth grant of options under the plan was made to certain
employees (none of whom, at the time, were Directors of group companies) on 4 October 2023 at an option price of 194.0p.
The tenth grant of options under the plan was made to certain employees (none of whom, at the time, were Directors of
group companies) on 3 October 2024 at an option price of 229.0p. The eleventh grant of options under the plan was made to
certain employees (none of whom, at the time, were Directors of group companies) on 1 October 2025 at an option price of
220.0p. There were no performance conditions imposed on either of these grants.
Options Options outstanding at outstanding at 1 January Options Options Options 31 December 20252025grantedlapsedexercised2025October 2017 grant 38,483 – (1,674) – 36,809September 2018 grant 119,738 – (12,372) – 107,366October 2019 grant 250,239 – (28,718) – 221,521October 2020 grant 260,441 – (32,888) – 227,553September 2021 grant 299,094 – (34,881) – 264,213October 2022 grant 476,774 – (60,557) – 416,217October 2023 grant 611,996 – (96,553) (6,679) 508,764October 2024 grant 581,026 – (86,136) (569) 494,321October 2025 grant – 383,193 (15,074) (46) 368,073Weighted average exercise price 239p 220p 234p 197p 237p
The weighted average share price at the date of exercise for share options exercised during the year was 245.65p (2024:
225.76p).
221Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
30. Share capital continued
Options Options outstanding at outstanding at 1 January Options Options Options 31 December 20242024grantedlapsedexercised2024October 2014 grant 10,000 – – (10,000) –October 2017 grant 51,867 – (13,384) – 38,483September 2018 grant 135,548 – (15,810) – 119,738October 2019 grant 268,498 – (18,259) – 250,239October 2020 grant 278,282 – (17,841) – 260,441September 2021 grant 329,837 – (30,743) – 299,094October 2022 grant 541,892 – (65,118) – 476,774October 2023 grant 711,467 – (98,462) (1,009) 611,996October 2024 grant – 590,416 (9,390) – 581,026Weighted average exercise price 241p 229p 237p – 239p
Fair value
Fair value is measured by a Monte Carlo pricing model using the following assumptions:
Weighted average Weighted average Expected Expected Risk-free Expected exercise priceshare pricevolatilityliferatedividend yield29.37% 0.00% 1.95% LTIP £nil 181.5p to 324.0pto 38.73% 3 yearsto 4.34%to 3.24%CSOP 2014 191.0p 191.0p 31.17% 3 years 1.23% 3.16%CSOP 2017 298.9p 309.0p 30.37% 3 years 0.51% 3.02%CSOP 2018 291.0p 291.0p 29.28% 3 years 0.91% 2.90%CSOP 2019 249.0p 249.0p 29.25% 3 years 0.28% 3.24%CSOP 2020 263.0p 263.0p 38.07% 3 years 0.00% 2.61%CSOP 2021 281.0p 281.0p 38.60% 3 years 0.41% 2.49%CSOP 2022 247.0p 250.0p 38.25% 3 years 4.15% 1.95%CSOP 2023 194.0p 192.0p 30.05% 3 years 4.54% 2.37%CSOP 2024 229.0p 235.0p 30.38% 3 years 3.72% 2.83%CSOP 2025 220.0p 222.0p 27.66% 3 years 3.86% 3.24%Sharesave 2019 224.0p 248.0p 29.25% 3 years 0.28% 3.24%Sharesave 2020 237.0p 263.0p 38.07% 3 years 0.00% 2.61%Sharesave 2021 225.0p 2.83.0p 38.60% 3 years 0.58% 2.49%Sharesave 2022 198.0p 235.0p 38.25% 3 years 3.89% 1.95%Sharesave 2023 155.0p 183.0p 30.05% 3 years 4.53% 2.37%Sharesave 2024 183.0p 230.0p 30.38% 3 years 3.75% 2.83%Sharesave 2025 176.0p 216.0p 27.66% 3 years 3.74% 3.24%
The volatility measured at the standard deviation of continuously compounded share returns is based on statistical analysis of
daily share prices over the last three years.
The weighted average fair value of share options granted during the year was 84.93p (2024: 72.52p).
Expense recognised in the Consolidated Statement of Comprehensive Income
20252024£’000£’000The total expense recognised in the Consolidated Statement of Comprehensive Income arising from share-based payment transactions 2,100 1,841
The total expense recognised in the Consolidated Statement of Comprehensive Income arose solely from equity-settled
share-based payment transactions.
Notes to the
financial statements
For the year ended 31 December 2025 continued
henryboot.co.uk222
31. Reserves
OtherProperty Retained Capital Share Total revaluationearningsredemptionpremiumCapitalotherGroup£’000£’000£’000£’000£’000£’000At 1 January 2024 1,011 383,219 271 7,768 209 8,248Profit for the year – 23,333 – – – –Dividends paid – (10,019) – – – –Proceeds from shares issued – – – 45 – 45Arising on employee share schemes – 1,611 – – – –Realised gain on disposal of investment property – – – – – –Increase in fair value in year 64 – – – – –Deferred tax on revaluation surplus (67) – – – – –Actuarial gain on defined benefit pension scheme – 2,196 – – – –Deferred tax on actuarial loss – (549) – – – –At 31 December 2024 1,008 399,791 271 7,813 209 8,293Profit for the year – 23,517 – – – –Transfer between reserves (240) 240 – – – –Acquisition of subsidiary – – – – (9,741) (9,741)Dividends paid – (10,535) – – – –Proceeds from shares issued – – – 177 – 177Arising on employee share schemes – 2,100 – – – –Increase in fair value in year 25 – – – – –Deferred tax on revaluation surplus 63 – – – – –Actuarial gain on defined benefit pension scheme – (6,927) – – – –Deferred tax on actuarial loss – 1,732 – – – –At 31 December 2025 856 409,918 271 7,990 (9,532) (1,271)
OtherRetained Investment Capital Share Total earnings revaluationredemption premium Capital other Parent Company£’000£’000£’000£’000£’000£’000At 1 January 2024102,833 1,135 271 7,768 211 9,385Profit for the year21,855 – – – – –Dividends paid(10,019) – – – – –Premium arising from shares issued– – – 45 – 45Arising on employee share schemes1,611 – – – – –Actuarial gain on defined benefit pension scheme2,196 – – – – –Deferred tax on actuarial loss(549) – – – – –At 31 December 2024117,927 1,135 271 7,813 211 9,430Profit for the year38,559 – – – – –Dividends paid(10,535) – – – – –Premium arising from shares issued– – – 177 – 177Arising on employee share schemes1,097 – – – – –Actuarial gain on defined benefit pension scheme(6,927) – – – – –Deferred tax on actuarial loss1,732 – – – – –At 31 December 2025141,853 1,135 271 7,990 211 9,607
223Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
31. Reserves continued
Property revaluation reserve
The property revaluation reserve represents the unrealised surpluses arising on revaluation of the group occupied land and
buildings and is not available for distribution until realised on disposal.
Retained earnings
Retained earnings represent the accumulated profits and losses of the group. This reserve is distributable to the extent it does
not arise from revaluation gains.
Capital redemption reserve
The capital redemption reserve represents the purchase and cancellation by the company of its own shares and comprises
the aggregate nominal value of all the ordinary shares repurchased and cancelled. This reserve in not distributable.
Share premium reserve
The share premium reserve represents the difference between the sums received from the issue of shares and their nominal
value net of share issue expenses. This reserve is not distributable.
Capital reserve
The capital reserve represents realised profits arising on the disposal of investments and is available for distribution.
Investment revaluation reserve
This reserve was carried forward from previous accounting framework, and represents accumulated unrealised revaluation
gains. This is distributable only when the related investment in subsidiaries are sold or impaired.
32. Cost of shares held by the ESOP trust
20252024£’000£’000At 1 January 645 875Disposals –(230)At 31 December 645 645
Quoted investments represent own shares held by the Henry Boot PLC Employee Trust as an ESOP to provide an incentive to
greater ownership of shares in the company by its employees.
At 31 December 2025, the Trustee held 267,730 shares (2024: 267,730 shares) with a cost of 645,492 (2024: £645,492) and
a market value of £602,394 (2024: £615,780). All of these shares were committed to satisfy existing grants by the company
under the Henry Boot PLC 2015 Long Term Incentive Plan. In accordance with IAS 32, these shares are deducted from
shareholders’ funds. Under the terms of the Trust, the Trustee has waived all dividends on the shares it holds.
Notes to the
financial statements
For the year ended 31 December 2025 continued
henryboot.co.uk224
33. Cash generated from operations
Group Parent Company2025202420252024Note£’000£’000£’000£’000Profit before tax - continuing operations 26,417 28,369 32,827 17,733Profit before tax - discontinued operations 2,6492,291––Profit before tax 29,066 30,660 32,827 17,733Adjustments for:Amortisation of intangibles 11 581 522 84 –Goodwill impairment 11 – 1,040 – –Depreciation and impairment of property, plant and equipment 12 3,899 4,063 621 593Depreciation of right-of-use assets 13 883 857 353 326Revaluation (increase)/decrease in investment properties 14 (2,087) (4,464) – –Amortisation of capitalised letting fees 3 19 34 – –Share-based payment expense 4 2,100 1,841 778 706Pension scheme debit/(credit) 530 338 530 338Movements on provision against loans to subsidiaries – – – (1)(Profit)/loss on disposal of property, plant and equipment 3 (596) (151) 2 1Profit on disposal of equipment held for hire 3 (66) (1,156) – –Gain on disposal of investment properties (512) (102) – –Profit on disposal of assets held for sale (887) – – –Gain on disposal of joint ventures – – – –Finance income 5 (3,940) (5,115) (969) (699)Profit on disposal of investment – – (2,000) –Dividends received from subsidiaries – – (46,694) (35,484)Finance costs 6 7,975 8,678 6,651 6,891Share of profit of joint ventures and associates16(1,727)(2,431)––Operating cash flows before movements in equipment held for hire 35,238 34,614 (4,817) (9,596)Purchase of equipment held for hire 12 (1,942) (4,183) – –Proceeds on disposal of equipment held for hire 5091,550––Operating cash flows before movements in working capital 33,805 31,981 (4,817) (9,596)Increase in inventories (35,466) (35,253) – –(Increase)/decrease in receivables (34,646) 18,791 5,838 12,402Decrease in contract assets 100 966 – –Increase/(decrease) in payables and provisions 21,528 22,266 (527) 1,129(Decrease)/increase in contract liabilities (1,398)3,822––Cash generated from operations (16,077) 42,573 494 3,935
225Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
Net debt is an alternative performance measure used by the group and comprises the following:
Group Parent Company2025202420252024Analysis of net debt: Note£’000£’000£’000£’000Cash and cash equivalents 8,399 16,764 4,803 9,535Bank overdrafts27––(9)(42)Net cash and cash equivalents 8,399 16,764 4,794 (9,493)Bank loans 27 (112,000) (72,500) (112,000) (72,500)Other loans (1,092)(3,035)––Lease liabilities13(3,332)(3,912)(1,578)(1,971)Net debt (108,025) (62,683) (108,784) (64,978)
Group 2025
Reconciliation of liabilities from financing 1 January Cash flows New leases Other 31 December activities£’000£’000£’000£’000£’000Advances from joint ventures and associates 302 939 – – 1,241Bank loans 72,500 39,500 – – 112,000Other loans – sale and leaseback 3,035 (1,943) – – 1,092Lease liabilities 3,912 (941) 959 (598) 3,332Total liabilities from financing activities 79,749 37,555 959 (598) 117,665
Group 2024
1 January Cash flows New leases 31 December Reconciliation of liabilities from financing activities£’000£’000£’000£’000Advances from joint ventures and associates 377 (75) – 302Bank loans 83,500 (11,000) – 72,500Other loans – sale and leaseback 3,018 17 – 3,035Lease liabilities4,275 (694) 331 3,912Total liabilities from financing activities 91,170 (8,647) 331 79,749
Parent 2025
1 January Cash flows New leases 31 December Reconciliation of liabilities from financing activities£’000£’000£’000£’000Bank loans 72,500 39,500 – 112,000Lease liabilities 1,971 (488) 95 1,578Total liabilities from financing activities 74,471 39,012 95 113,578
Parent 2024
1 January Cash flows New leases 31 December Reconciliation of liabilities from financing activities£’000£’000£’000£’000Bank loans 83,500 (11,000) – 72,500Lease liabilities2,214 (161) (82) 1,971Total liabilities from financing activities 85,714 (11,161) (82) 74,471
Notes to the
financial statements
For the year ended 31 December 2025 continued
33. Cash generated from operations continued
henryboot.co.uk226
34. Guarantees and contingencies
The Parent Company has guaranteed the performance of certain contracts entered into by group undertakings in the
ordinary course of business. These guarantees are accounted for under IFRS 9 and are impracticable to quantify.
The Parent Company has given cross guarantees to certain of the group’s bankers and bondsmen in respect of facilities
available to group undertakings in the normal course of business. At the year end, amounts guaranteed against these facilities
were £112,000,000 and £30,563,000 respectively.
In the opinion of the Directors, no loss is expected to arise in connection with these matters.
35. Events after the balance sheet date
Since the balance sheet date, the group has proposed a final dividend for 2025. Further information can be found in note 10.
In December 2024, terms were agreed to take full ownership of Stonebridge Homes Group Limited, having exchanged
contracts to acquire the 50% share the group does not already own over a five year period. The first tranche of the transaction
completed in January 2025, resulting in Henry Boot becoming the majority shareholder and the second tranche completed in
January 2026.
There were no other significant events since the balance sheet date that may have a material effect on the financial position
or performance of the group.
36. Additional information – subsidiaries, joint ventures and associates
Details of the company’s subsidiaries, joint ventures and associates, all of which are incorporated in England (unless otherwise
stated) and are either consolidated or equity accounted in the group Financial Statements at 31 December 2025, are
as follows:
Subsidiary name
Registered
number
Proportion
of ownership
Direct or
indirect Activity
Banner Plant Limited 00607575 100% Direct
Plant hire
Capitol Park Property Services Limited
2, 3
08795137 4.6% Indirect
Inactive
Comstock (Kilmarnock) Ltd.
3
SC166157 100% Indirect
Land promotion
Constructionend Limited
3
00976647 100% Direct
Inactive
First National Housing Trust Limited
3
00276288 100% Direct
Property investment
Glasgowend Limited
3
01576203 100% Direct
Inactive
Hallam Homes Limited
3
04804157 100% Direct
Inactive
Hallam Land Management Limited 02456711 100% Direct
Land promotion
HB Island Limited
3
11641820 100% Direct
Holding company
HBGP Limited
3
11641976 100% Direct
Holding company
HB Origin Limited 16099933 100% Direct
Holding company
HBD City Court Limited
3
13351580 100% Indirect
Property investment and
development
HBD Summerhill Limited
3
13285696 100% Indirect
Property investment and
development
HBD Dev Co 1 Limited
3
14128256 100% Indirect
Property investment and
development
HBD Golden Valley Limited
3
13966492 85% Indirect
Property development
HBD GP Limited
3
16096484 100% Direct
Holding company
HBD Spark Limited
3
16096078 100% Indirect
Inactive
Henry Boot & Sons Limited
3
04066798 100% Direct
Inactive
Henry Boot Biddenham Limited
3
05901324 100% Direct Land promotion
Henry Boot Construction Limited (formerly
Henry Boot Inner City Limited)
3
02145413 100% Direct Holding company
Henry Boot Deansgate Limited
3
15269405 100% Indirect
Property investment and
development
Henry Boot Developments Limited 01390361 100% Direct
Property investment and
development
227Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
Subsidiary name
Registered
number
Proportion
of ownership
Direct or
indirect Activity
Henry Boot Cornwall House Limited
3
11176009 100% Indirect Property development
Henry Boot Estates Limited 00276603 100% Direct Property investment
Henry Boot Homes Limited
3
04804114 100% Direct Inactive
Henry Boot Investments 1 Limited
3
03125802 100% Indirect Holding company
Henry Boot ‘K’ Limited
3
06386834 100% Indirect
Property investment and
development
Henry Boot Land Holdings Limited
3
04570294 100% Direct Holding company
Henry Boot (Launceston) Limited
3
09276678 100% Direct Land promotion
Henry Boot Leasing Limited
3
03248776 100% Direct Motor vehicle leasing to Group
Henry Boot (Manchester) Limited
3
06051156 100% Direct Property development
Henry Boot Nottingham Limited
3
08682793 100% Indirect Inactive
Henry Boot Projects Limited
3
01679963 100% Direct Inactive
Henry Boot Scotland Limited
3
03996796 100% Direct Inactive
Henry Boot Swindon Limited
3
06051131 100% Direct Inactive
Henry Boot Tamworth Limited
3
05901334 100% Indirect Inactive
Henry Boot Wentworth Limited
3
01670475 100% Direct Property development
Investments (North West) Limited
3
06956932 100% Indirect Property development
Marboot Centregate Ltd
3
09662598 100% Indirect Property development
Marboot Centregate 2 Limited
3
10129169 100% Indirect Property development
Moore Street Securities Limited 02493145 100% Direct Employee benefit trust
Road Link (A69) Holdings Limited 03125851 61.2% Indirect Holding company
Road Link (A69) Limited 03125840 61.2% Indirect PFI road maintenance
St John’s Manchester Limited
3
12276168 100% Indirect Property development
Saltwoodend Limited
3
05075297 100% Indirect Inactive
SJ Manchester Limited Partnership
3
LP022152 100% Indirect Inactive
SJM GP Limited
3
13665805 100% Indirect Holding company
SJM (Nominee) Limited
3
13666505 100% Indirect Holding company
Stonebridge Homes Group Limited
1, 3
12065057 62.5% Indirect Holding company
Stonebridge Homes Limited
1
07279118 62.5% Indirect Property development
Stonebridge Offices Limited
1, 3
07728107 62.5% Indirect Property investment
Winter Ground Limited
3
04572581 100% Indirect Inactive
1
Stonebridge-related entities are included as subsidiaries due to the group’s additional voting rights, having two of the three Director appointments.
2
Subsidiary by virtue of management control.
3
Entities exempt from preparing audited statutory financial statements by virtue of s479A of Companies Act 2006.
Joint ventures and associates
Proportion
of ownership
Direct or
indirect Activity
Aptus 1 Propco Limited 25% Indirect Property development
Aptus 1 Holdco Limited 25% Indirect Holding company
Aytoun Street Developments Limited 50% Indirect Property development
Bigmouth Manchester Limited 50% Indirect Property development
Crimea Land Mansfield LLP 50% Indirect Land promotion
HBB Preston East Ltd 50% Indirect Property development
HBB Roman Way Limited 50% Indirect Property development
Henry Boot Barnfield Limited 50% Indirect Property development
Inter Holdco Limited
1
25% Indirect Holding company
Inter Propco Limited
1
25% Indirect Property development
Notes to the
financial statements
For the year ended 31 December 2025 continued
36. Additional information – subsidiaries, joint ventures and associates continued
henryboot.co.uk228
Joint ventures and associates
Proportion
of ownership
Direct or
indirect Activity
Island Site Limited Partnership 50% Indirect Property development
Island Site (General Partner) Limited 50% Indirect Holding company
Island Site (Nominee) Limited 50% Indirect Property development
Kirklees Henry Boot Partnership Limited 50% Indirect Inactive
Markham Vale 6 Holdco Limited
1
25% Indirect Holding company
Markham Vale 6 Propco Limited
1
25% Indirect Property development
Markham Vale 9 Holdco Limited
1
25% Indirect Holding company
Markham Vale 9 Propco Limited
1
25% Indirect Property development
Montagu 406 Regeneration LLP 50% Indirect Property investment
MVNE LLP 50% Indirect Property development
Newmarket Lane Holding Limited 50% Indirect Holding company
Newmarket Lane Limited 50% Indirect Management company
Newmarket Lane Management Company Limited 50% Indirect Management company
Origin Logistics GP Limited
1
25% Indirect Property development
Origin Logistics LP
1
25% Indirect Holding company
Rainham HoldCo S.a.r.l.
1
20% Indirect Property investment and development
Road Link Limited
1
37.6% Indirect Inactive
Spark 1 Holdco Limited
1
25% Indirect Holding company
Spark 1 Propco Limited
1
25% Indirect Property development
Spark 2 Holdco Limited
1
25% Indirect Holding company
Spark 2 Propco Limited
1
25% Indirect Property development
1
Associate company.
The address of the registered office of all subsidiaries, joint venture and associates is the same as the Parent Company, with
the exception of:
• Road Link Limited, Road Link (A69) Limited and Road Link (A69) Holdings Limited, whose registered office is Stocksfield
Hall, Stocksfield, Northumberland NE43 7TN
• Comstock (Kilmarnock) Ltd., whose registered office is 48 St. Vincent Street, Glasgow G2 5HS
• Henry Boot Barnfield Limited, HBB Roman Way Limited and HBB Preston East Limited, whose registered office is 8
Kenyon Road, Lomeshaye Industrial Estate, Nelson, Lancashire, England, BB9 5SP
• Kirklees Henry Boot Partnership Limited, whose registered office is Legal Services, 2nd Floor Civic Centre 3,
Huddersfield, West Yorkshire, HD1 2WZ
• Island Site Limited Partnership, whose registered office is Guardsman Tony Downes House, 5 Manchester Road,
Droylsden, Tameside, M43 6SF
• Crimea Land Mansfield LLP; whose registered office is C/O Harworth Group, Advantage House Poplar Way, Catcliffe,
Rotherham, S60 5TR
• Rainham HoldCo S.a.r.l., whose registered office is 1 Rue Isaac Newton, L-2242, Luxembourg
Management Companies
The companies listed below are Management Companies (MCs). All MCs are companies limited by guarantee without share
capital (unless otherwise stated) and incorporated in the UK. The capital, reserves and profit or loss for the year has not
been stated for these MCs as beneficial interest in any assets or liabilities of these companies are not held by the group, and
the group are not exposed to variable returns from the MC’s. These companies have not been included in the consolidated
accounts, are temporary members of the group and will be handed over to residents or property owners in due course.
MCs controlled by the group
Woodside Park Newlay Estate Management Company Limited, Fox Valley Management Company Limited
1
, Moorlands
Cleckheaton Management Company Limited, Brookfield Garth Hampsthwaite Management Company Limited, Kingsley
36. Additional information – subsidiaries, joint ventures and associates continued
229
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
Road Harrogate Management Company Limited, Weyland Road Management Company Limited, Willow Crest Cawood
Management Company Limited, The Willows Whinney Lane Management Company Limited, Victoria Gardens (Headingley)
Management Company Ltd
1
, Derry Hill Menston Management Company Limited, Hawbank Field Skipton Management
Company Limited, Branton Lane Go Management Company Limited, Carr Road Deepcar Management Company Limited,
Grainger Park Goldsborough Management Company Limited, Hatfield Lane Armthorpe Management Company Limited,
Heathlands (Wakefield) Residents Management Company Limited, Merlin Drive SH Management Company Limited, The
Pastures Hibaldstow Management Company Limited, Nightingale Chase (Guisborough) Management Company Limited,
Oakland Park (Masham) Management Company Limited, Regency Place (Chapelgarth) Management Company Limited,
The Oaks (Morpeth) Management Company Limited, Woodland Place (Middlesborough) Management Company Limited,
Airport Business Park Southend Management Limited, Airport Business Park (Quad) Management Limited, Butterfield
Quad Management Company Limited, Butterfield Quad 2 Management Company Limited, Capital Park Property Services
Limited, Chocolate Works York Management Company Limited, Clock Tower (York) Management Company Limited, IAMP
Management Company Limited, SETL Management Company Limited, Spark Walsall Management Company Limited and
Wyvern Park Skipton Management Company Limited.
1
Company limited by share capital.
37. Partly owned subsidiaries
In January 2025, we increased our ownership in Stonebridge Homes Limited (Stonebridge) to 62.5% as part of the transaction
agreed in December 2024 to take full ownership by 2030. The deal is structured to complete in three tranches, with the total
purchase price linked to the performance of Stonebridge over this period. Post period end, in February 2026, we increased
our ownership further to 75%. The third and final tranche to acquire the remaining 25% is expected to be completed in
January 2030, with consideration payable in 2030 and 2031.
The Group continues to control Stonebridge, and accordingly the transaction has been accounted for as an equity transaction
in accordance with IFRS 10 Consolidated Financial Statements. As such, no gain or loss has been recognised in profit or loss.
The carrying amount of non-controlling interests in Stonebridge immediately before the transaction was £1,236,000.
The reduction in non-controlling interest arising from the change in ownership interest was £309,000, and the difference
between this amount and the consideration paid has been recognised directly in equity and attributed to the owners of the
parent. A summary of the effects on the Group’s equity is as follows:
2025£’000Consideration paid 10,050Decrease in non-controlling interest (309)Adjustment recognised directly in equity 9,741
Financial information of subsidiaries that have material non-controlling interests is provided below:
20252024Name Country of incorporation£’000£’000Stonebridge Homes Limited England 62.5% 50%Road Link (A69) Limited England 61.2% 61.2%20252024Name£’000£’000Accumulated balances of material non-controlling interest:Stonebridge Homes Limited (3,993) 1,054Road Link (A69) Limited 1,3991,846Profit allocated to material non-controlling interest:Stonebridge Homes Limited (4,673) (1,527)Road Link (A69) Limited 1,687 1,832
Notes to the
financial statements
For the year ended 31 December 2025 continued
36. Additional information – subsidiaries, joint ventures and associates continued
henryboot.co.uk230
37. Partly owned subsidiaries continued
The summarised financial information of these subsidiaries is provided below. This information is based on amounts before
inter-company eliminations.
Stonebridge Homes Road Link (A69) LimitedLimited2025202420252024£’000£’000£’000£’000Summarised statement of profit or lossRevenue 69,747 100,745 14,963 14,864Cost of sales (71,955) (91,614) (8,227) (7,808)Administrative and other expenses (7,110) (7,177) (1,101) (756)Net finance costs (7,436)(6,060)162(5)Profit/(loss) before tax (16,754) (4,106) 5,797 6,295Tax 4,2891,052(1,450)(1,574)Profit/(loss) for the year (12,465)(3,054)4,3474,721Total comprehensive (expense)/income (12,465) (3,054) 4,347 4,721Attributable to non-controlling interests (4,673) (1,527) 1,687 1,832Dividends paid to non-controlling interests –2708281,843Summarised balance sheetNon-current assets 3,471 1,529 121 619Inventories 156,378 110,276 – –Trade and other receivables 2,293 6,736 3,953 3,242Cash and cash equivalents 503 348 1,658 4,810Current liabilities (140,377) (116,724) (2,127) (3,730)Non-current liabilities (12,743)(58)–(182)Net assets 9,525 2,107 3,605 4,759Less non-voting shares only attributable to Parent (20,000) – – –Net assets attributable to equity holders (10,475) 2,107 3,605 4,759Equity holders of Parent 13,453 1,054 2,206 2,913Non-controlling interest (3,928)1,0541,3991,846Summarised cash flowOperating (20,123) 1,362 2,038 4,233Investing (49) (281) 310 221Financing –(540)(5,500)(4,750)Net (decrease)/increase in cash and cash equivalents (20,172) 541 (3,152) (296)
231Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
38. Discontinued operations
On 31 December 2025 the Group, disposed of its 100% interest in HBC Construction Limited (formerly Henry Boot
Construction Limited) for a total consideration of £4,000,000 to the current management team. The transaction is funded
through vendor loan notes issued by the group and includes potential future payments subject to performance. The
agreement also makes certain guarantees to HBC Construction Limited relating to performance bonds and credit insurance.
The fair value of these guarantees is include in the profit and loss on disposal.
2025£’000Sales proceeds 4,000Book value of assets –Fair value of guarantees provided (2,000)Profit on disposal 2,000
The results of HBC Construction Limited for the year are presented below:
20252024£’000£’000Revenue 55,427 49,578Expenses (54,762) (51,855)Operating profit 665 (2,277)Finance income/(cost) (20)(14)Profit/(loss) before tax from discontinued operations 645 (2,291)Tax (469)404Profit/(loss) for the year from discontinued operations 176 (1,887)
Profits from discontinued operations, comprising the results of HBC Construction Limited and the profit on disposal amount
to £2,176,000 (2024: £1,887,000).
The major classes of assets and liabilities of HBC Construction Limited at the disposal date were as follows:
2025£’000AssetsProperty, plant and equipment 69Right-of-use assets 634Contract assets 32Trade and other receivables 12,847Cash 9,051LiabilitiesTrade and other payables (22,007)Lease liabilities (626)Net assets directly associated with disposal group –
Notes to the
financial statements
For the year ended 31 December 2025 continued
henryboot.co.uk232
The net cash flows incurred by HBC Construction Limited are as follows:
20252024£’000£’000Operating 32,597 12,010Investing 2,412 3,171Financing (26,095)(15,000)Net cash flow 8,914 181
p
20252024Earnings per share£’000£’000Basic, profit/(loss) for the year from discontinued operations 1.6p (1.4)Diluted, profit/(loss) for the year from discontinued operations 1.6p(1.4)p
38. Discontinued operations continued
233
Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
Shareholder
information
henryboot.co.uk234
Shareholder Information
Notice of Annual General Meeting
236
Financial calendar
240
Advisers
240
Group contact information
241
Glossary
242
235Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
Notice of Annual General Meeting
THIS DOCUMENT IS IMPORTANT and requires your
immediate attention. If you are in any doubt about the
action you should take, you should immediately consult
your stockbroker, bank manager, solicitor, accountant or
other independent professional adviser authorised under
the Financial Services and Markets Act 2000. If you have
sold or otherwise transferred all your shares in Henry Boot
PLC, please forward this document and the accompanying
Form of Proxy to the person through whom the sale or
transfer was effected, for transmission to the purchaser
or transferee.
The Board of Henry Boot PLC considers all of the proposed
resolutions to be in the best interests of shareholders as a
whole and, accordingly, recommends that shareholders vote
in favour of all the resolutions proposed.
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting
(AGM) of Henry Boot PLC (Company) will be held at
DoubleTree by Hilton Sheffield City, Bramall Lane, Sheffield
S2 4SU on Thursday 21 May 2026 at 12.30pm, for the
following purposes:
To consider and, if thought fit, pass the following resolutions,
which will be proposed as ordinary resolutions of
the Company.
Resolution 1
To receive the Directors’ Report, Auditor’s Report, Strategic
Report and the Financial Statements for the year ended
31 December 2025
Resolution 2
To declare a final dividend of 4.62p per ordinary share
Resolution 3
To approve the Directors’ Remuneration Report (other than
the part containing the Directors’ Remuneration Policy) for
the year ended 31 December 2025
Resolution 4
To reappoint Timothy Roberts as a Director of the Company
Resolution 5
To reappoint Darren Littlewood as a Director of
the Company
Resolution 6
To reappoint Peter Mawson as a Director of the Company
Resolution 7
To reappoint Talita Ferreira as a Director of the Company
Resolution 8
To reappoint Serena Lang as a Director of the Company
Resolution 9
To reappoint Earl Sibley as a Director of the Company
Resolution 10
To reappoint James Sykes as a Director of the Company
Resolution 11
To reappoint Ernst & Young LLP as auditor of the Company
Resolution 12
To authorise the Audit and Risk Committee to fix the
auditor’s remuneration
Resolution 13
THAT, pursuant to Section 551 of the Companies Act 2006,
the Directors be and are, generally and unconditionally,
authorised to allot shares in the Company or to grant rights
to subscribe for, or to convert, any security into shares
in the Company up to an aggregate nominal amount of
£4,482,935, provided that (unless previously revoked, varied
or renewed) this authority shall expire on 21 August 2027
or at the conclusion of the next AGM of the Company
after the passing of this resolution, whichever is the earlier,
save that the Company may make an offer or agreement
before this authority expires, which would, or might, require
shares to be allotted or rights to subscribe for, or to convert,
any security into shares to be granted after this authority
expires and the Directors may allot shares or grant such
rights pursuant to any such offer or agreement as if this
authority had not expired. This authority is in substitution for
all existing authorities under Section 551 of the Companies
Act 2006 (which, to the extent unused at the date of this
resolution, are revoked with immediate effect).
To consider and, if thought fit, pass the following
resolutions, which will be proposed as special resolutions of
the Company.
henryboot.co.uk236
Resolution 14
THAT subject to the passing of Resolution 13, and pursuant
to Section 570 of the Companies Act 2006, the Directors
be, and are generally, empowered to allot equity securities
(within the meaning of Section 560 of the Companies
Act 2006) for cash pursuant to the authority granted by
Resolution 13 as if Section 561(1) of the Companies Act 2006
did not apply to any such allotment, provided that this power
shall be limited to the allotment of equity securities:
a. in connection with an offer of equity securities (whether
by way of a rights issue, open offer or otherwise):
i. to holders of ordinary shares in the capital of the
Company in proportion (as nearly as practicable) to
the respective numbers of ordinary shares held by
them; and
ii. to holders of other equity securities in the capital
of the Company, as required by the rights of those
securities or, subject to such rights, as the Directors
otherwise consider necessary,
but subject to such exclusions or other arrangements as
the Directors may deem necessary or expedient in relation
to treasury shares, fractional entitlements, record dates
or any legal or practical problems under the laws of any
territory or the requirements of any regulatory body or stock
exchange; and
b. otherwise than pursuant to paragraph a. of this resolution,
up to an aggregate nominal amount of £672,440,
and (unless previously revoked, varied or renewed) this
power shall expire on 21 August 2027 or at the conclusion
of the next AGM of the Company after the passing of this
resolution, whichever is the earlier, save that the Company
may make an offer or agreement before this power expires,
which would, or might, require equity securities to be
allotted for cash after this power expires, and the Directors
may allot equity securities for cash pursuant to any such
offer or agreement as if this power had not expired. This
power is in substitution for all existing powers under Section
570 of the Companies Act 2006 (which, to the extent
unused at the date of this resolution, are revoked with
immediate effect).
Resolution 15
THAT pursuant to Section 701 of the Companies Act
2006, the Company be, and is, hereby, generally and
unconditionally, authorised to make market purchases
(within the meaning of Section 693(4) of the Companies Act
2006) of ordinary shares of 10p each in the capital of the
Company (ordinary shares), provided that:
a. the maximum aggregate number of ordinary shares
hereby authorised to be purchased is 13,448,805;
b. the minimum price (excluding expenses), which may be
paid for an ordinary share is 10p;
c. the maximum price (excluding expenses), which may be
paid for an ordinary share is not more than the higher of:
i. an amount equal to 105% of the average of the middle
market quotations for an ordinary share as derived
from the London Stock Exchange Daily Official List
for the five business days immediately preceding the
day on which the purchase is made; and
ii. an amount equal to the higher of the price of the
last independent trade of an ordinary share and the
highest current independent bid for an ordinary
share on the trading venue where the purchase is
carried out;
d. the authority hereby conferred shall expire at
the conclusion of the next AGM of the Company
after the passing of this resolution or, if earlier, on
21 August 2027; and
e. the Company may make a contract to purchase ordinary
shares under the authority hereby conferred prior to
the expiry of such authority, which will, or may be,
completed or executed wholly or partly after the expiry of
such authority.
By order of the Board
Jaimie Read
Company Secretary
14 April 2026
Henry Boot PLC
Registered Office:
Isaacs Building
4 Charles Street
Sheffield
United Kingdom
S1 2HS
Registered in England and Wales No. 160996
237Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
Notice of Annual General Meeting continued
Notes
1. The holders of preference shares in the Company are not
entitled to attend and vote at the AGM.
2. The right to vote at the meeting is determined by reference
to the register of members. Only those ordinary shareholders
registered in the register of members of the Company as at
the close of business on 19 May 2026 (or, if the meeting is
adjourned, at the close of business on the date that is two
working days before the date of the adjourned meeting) shall
be entitled to attend and vote at the meeting in respect of
the number of ordinary shares registered in their name at
that time. Changes to entries in the register of members after
that time shall be disregarded in determining the rights of any
person to attend or vote (and the number of votes they may
cast) at the meeting.
3. Voting on each resolution will be conducted by way of a poll.
The Company believes that a poll is more representative of
shareholders’ voting intentions because shareholder votes are
counted according to the number of votes held and all votes
tendered are taken into account. The results of the poll will be
announced to the London Stock Exchange and will be made
available on the Company’s website at henryboot.co.uk as
soon as practicable following the conclusion of the AGM.
4. An ordinary shareholder is entitled to appoint any other
person as their proxy to exercise all or any of their rights to
attend and to speak and vote at the meeting. A proxy need not
be a shareholder of the Company. An ordinary shareholder
may appoint more than one proxy in relation to the meeting,
provided that each proxy is appointed to exercise the rights
attached to a different ordinary share or ordinary shares
held by that ordinary shareholder. Failure to specify the
number of ordinary shares each proxy appointment relates
to or specifying a number, which, when taken together with
the numbers of ordinary shares set out in the other proxy
appointments, is in excess of the number of ordinary shares
held by the ordinary shareholder, may result in the proxy
appointment being invalid.
5. APPOINTMENT OF PROXY BY JOINT HOLDERS: In the
case of joint holders, where more than one of the joint
holders purports to appoint a proxy, only the appointment
submitted by the most senior holder will be accepted.
Seniority is determined by the order in which the names
of the joint holders appear in the Company’s register of
members in respect of the joint holders (first named being the
most senior).
6. A proxy may only be appointed in accordance with the
procedures set out in notes 7 to 9 below and the notes to the
form of proxy. The appointment of a proxy will not preclude
an ordinary shareholder from attending and voting in person
at the meeting.
7. A form of proxy is enclosed with the notice issued to
holders of ordinary shares. When appointing more than one
proxy, complete a separate proxy form in relation to each
appointment. Additional proxy forms may be obtained by
contacting the Company’s registrar or the proxy form may be
photocopied. State clearly on each proxy form the number
of shares in relation to which the proxy is appointed. To
be valid, a form of proxy must be received by post (during
normal business hours only) at the offices of the Company’s
registrars: Computershare Investor Services PLC, The
Pavilions, Bridgwater Road, Bristol BS99 6ZY, no later than
12.30pm on 19 May 2026 (or, if the meeting is adjourned, 48
hours (excluding any part of a day that is not a working day)
before the time of any adjourned meeting).
8. As an alternative to completing the hard copy form of
proxy, an ordinary shareholder may appoint the Chair
as their proxy electronically using the online service at
investorcentre.co.uk/eproxy. For an electronic proxy
appointment to be valid, the appointment must be received
by Computershare Investor Services PLC no later than
12.30pm on 19 May 2026 (or, if the meeting is adjourned, no
later than 48 hours (excluding any part of a day that is not a
working day) before the time of any adjourned meeting).
Proxymity Voting – if you are an institutional investor, you may
also be able to appoint a proxy electronically via the Proxymity
platform, a process that has been agreed by the Company and
approved by the Company’s registrar. For further information
regarding Proxymity, please go to proxymity.io. Your proxy
must be lodged by 12.30pm on 19 May 2026 (or, if the meeting
is adjourned, no later than 48 hours (excluding any part of a
day that is not a working day) before the time of any adjourned
meeting) in order to be considered valid. Before you can
appoint a proxy via this process, you will need to have agreed
to Proxymity’s associated terms and conditions. It is important
that you read these carefully as you will be bound by them and
they will govern the electronic appointment of your proxy.
9. CREST members who wish to appoint a proxy or proxies
for the AGM (or any adjournment of it), through the CREST
electronic proxy appointment service, may do so by using the
procedures described in the CREST Manual, which is available
at euroclear.com. CREST personal members or other CREST
sponsored members, and those CREST members who have
appointed a voting service provider(s), should refer to their
CREST sponsor or voting service provider(s), who will be able
to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the
CREST service to be valid, the appropriate CREST message (a
CREST Proxy Instruction) must be properly authenticated in
accordance with Euroclear UK & Ireland Limited’s specifications
and must contain the information required for such instructions,
as described in the CREST Manual. The message, regardless
of whether it constitutes the appointment of a proxy or is an
amendment to the instruction given to a previously appointed
proxy, must, in order to be valid, be transmitted so as to be
received by Computershare Investor Services PLC (ID: 3RA50)
no later than 12.30pm on 19 May 2026 (or, if the meeting is
adjourned, 48 hours (excluding any part of a day that is not a
working day) before the time of any adjourned meeting). For
this purpose, the time of receipt will be taken to be the time (as
determined by the timestamp applied to the message by the
CREST Applications Host) from which Computershare Investor
Services PLC is able to retrieve the message by enquiry to
CREST in the manner prescribed by CREST. After this time,
any change of instructions to proxies appointed through
CREST should be communicated to the appointee through
other means.
CREST members and, where applicable, their CREST sponsors
or voting service providers should note that Euroclear UK &
Ireland Limited does not make available special procedures in
CREST for any particular messages. Normal system timings and
limitations will, therefore, apply in relation to the input of CREST
Proxy Instructions. It is the responsibility of the CREST member
concerned to take (or, if the CREST member is a CREST
personal member or sponsored member or has appointed a
voting service provider(s)), to procure that their CREST sponsor
or voting service provider(s) take(s) such action as shall be
necessary to ensure that a message is transmitted by means of
the CREST system by any particular time. In this connection,
CREST members and, where applicable, their CREST sponsors
henryboot.co.uk238
or voting service providers are referred, in particular, to those
sections of the CREST Manual concerning practical limitations
of the CREST system and timings.
The Company may treat a CREST Proxy Instruction as invalid
in the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
10. An ordinary shareholder that is a corporation may authorise
one or more persons to act as its representative(s) at the
meeting. Each such representative may exercise (on behalf of
the corporation) the same powers as the corporation could
exercise if it were an individual shareholder, provided that
where there is more than one representative and the vote
is otherwise than on a show of hands, they do not do so in
relation to the same shares.
11. Where a copy of this notice is being received by a person who
has been nominated to enjoy information rights under Section
146 of the Companies Act 2006 (Nominated Person):
a. the Nominated Person may have a right under an
agreement between them and the shareholder by whom
they were nominated to be appointed, or to have someone
else appointed, as a proxy for the meeting; or
b. if the Nominated Person has no such right or does not wish
to exercise such right, they may have a right under such an
agreement to give instructions to the shareholder as to the
exercise of voting rights.
The statement of the rights of ordinary shareholders in relation
to the appointment of proxies in notes 5 to 9 above does not
apply to a Nominated Person. The rights described in such
notes can only be exercised by ordinary shareholders of
the Company.
12. A shareholder or shareholders having a right to vote at the
meeting and holding at least 5% of the total voting rights of
the Company (see note 17 below), or at least 100 shareholders
having a right to vote at the meeting and holding, on average,
at least £100 of paid up share capital, may require the
Company to publish on its website a statement setting out
any matter that such shareholders propose to raise at the
meeting relating to either the audit of the Company’s Financial
Statements (including the Auditor’s Report and the conduct
of the audit) that are to be laid before the meeting or any
circumstances connected with the auditor of the Company
ceasing to hold office since the last AGM of the Company in
accordance with Section 527 of the Companies Act 2006.
Any such request must:
a. identify the statement to which it relates, by either setting
out the statement in full or, if supporting a statement
requested by another shareholder, clearly identifying the
statement that is being supported;
b. comply with the requirements set out in note 13 below; and
c. be received by the Company at least one week before
the meeting.
Where the Company is required to publish such a statement
on its website:
i. it may not require the shareholders making the
request to pay any expenses incurred by the
Company in complying with the request;
ii. it must forward the statement to the Company’s
auditor no later than the time when it makes the
statement available on the website; and
iii. the statement may be dealt with as part of the
business of the meeting.
13. Any request by a shareholder or shareholders to require the
Company to publish audit concerns as set out in note 12:
a. may be made either:
i. in hard copy, by sending it to the Company Secretary,
Henry Boot PLC, Isaacs Building, 4 Charles Street,
Sheffield S1 2HS; or
ii. in electronic form, by sending it by email to
investors@henryboot.co.uk. Please state ‘Henry
Boot PLC: AGM’ in the subject line of the email;
b. must state the full name(s) and address(es) of the
shareholder(s); and
c. where the request is made in hard copy form, it must be
signed by the shareholder(s).
14. Shareholders have the right to ask questions at the meeting
relating to the business being dealt with at the meeting in
accordance with Section 319A of the Companies Act 2006.
The Company must answer any such question unless:
a. to do so would interfere unduly with the preparation
for the meeting or would involve the disclosure of
confidential information;
b. the answer has already been given on a website in the form
of an answer to a question; or
c. it is undesirable in the interests of the Company or the
good order of the meeting that the question be answered.
15. The information required by Section 311A of the Companies
Act 2006 to be published in advance of the meeting, which
includes the matters set out in this notice and information
relating to the voting rights of shareholders, is available at
henryboot.co.uk.
16. Except as expressly provided above, shareholders who wish
to communicate with the Company in relation to the meeting
should do so using the following means:
a. telephone +44 114 255 5444; or
b. email investors@henryboot.co.uk.
No other methods of communication will be accepted.
17. As at 7 April 2026 (being the last practicable date before
publication of this notice), the Company’s issued ordinary
share capital was 134,488,051 ordinary shares, carrying one
vote each and representing the total number of voting rights in
the Company.
18. The following documents will be available for inspection
during normal business hours at the registered office of the
Company from the date of this notice until the time of the
meeting. They will also be available for inspection at the place
of the meeting from at least 15 minutes before the meeting
until it ends.
a. Copies of the service contracts of the Executive Directors.
b. Copies of the letters of appointment of the Non-executive
Directors.
19. Biographies for each of the Directors are shown on
pages 92 to 93 of the Annual Report for the year ended
31 December 2025.
239Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
Financial calendar
Advisers
London Stock
Exchange announcements
Annual Results 2025:
24 March 2026
Interim Results 2026:
22 September 2026
Pre-close Trading Statement 2026:
end January 2027
Annual Report and
Financial Statements
Annual Report and Financial Statements 2025
(available and online):
by 21 April 2026
Annual General Meeting
21 May 2026
Dividends paid on ordinary shares
2025 Final dividend date (subject to approval at AGM):
29 May 2026
2026 Interim dividend date (subject to approval):
23 October 2026
Chartered Accountants
and Statutory Auditors
Ernst & Young LLP
12 Wellington Place
Leeds LS1 4AP
Bankers
Barclays Bank PLC
2nd Floor
1 Park Row
Leeds LS1 5WU
HSBC UK Bank Plc
City Point
29 Kings Street
Leeds LS1 2HL
National Westminster Bank PLC
2 Whitehall Quay
Leeds LS1 4HR
Corporate Finance
KPMG Corporate Finance
1 Sovereign Square
Sovereign Street
Leeds LS1 4DA
Financial PR
FTI Consulting
200 Aldersgate
Aldersgate Street
London EC1A 4HD
Registrars
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS13 8AE
Solicitors – Corporate
DLA Piper UK LLP
Elshaw House
51 Carver Street
Sheffield S1 4FT
Solicitors – Operational
Addleshaw Goddard LLP
3 Sovereign Square
Sovereign Street
Leeds LS1 4ER
Stockbrokers
Deutsche Numis Securities Limited
Joint Corporate Broker
The London Stock Exchange Building
10 Paternoster Square
London EC4M 7LT
Peel Hunt LLP
Joint Corporate Broker
Moor House
120 London Wall
London EC2Y 5ET
henryboot.co.uk240
Group contact information
Land Promotion
Hallam Land
Management Limited
Registered office and Head office
Isaacs Building, 4 Charles Street,
Sheffield S1 2HS United Kingdom
t: +44 114 255 5444
e: info@hallamland.co.uk
w: hallamland.co.uk
Regional offices
Bristol, Glasgow, Leeds, London and
Northampton
Property Investment
and Development
Henry Boot
Developments Limited
Registered office and Head office
Isaacs Building, 4 Charles Street,
Sheffield S1 2HS United Kingdom
t: +44 114 350 4477
e: hello@hbd.co.uk
w: hbd.co.uk
Regional offices
Birmingham, Bristol, Glasgow, Leeds,
London and Manchester
Stonebridge Homes Limited
Registered office
Isaacs Building, 4 Charles Street,
Sheffield S1 2HS United Kingdom
Head office
1 Featherbank Court, Horsforth, Leeds
LS18 4QF
t: +44 113 357 1100
e: sales@stonebridgehomes.co.uk
w: stonebridgehomes.co.uk
Construction
Banner Plant Limited
Registered office
Isaacs Building, 4 Charles Street,
Sheffield, S1 2HS United Kingdom
Head office
Callywhite Lane, Dronfield, Derbyshire
S18 2XS
t: +44 1246 299 400
e: dronfield@bannerplant.co.uk
w: bannerplant.co.uk
Hire centres
Chesterfield, Derby, Dronfield,
Leicester, Leeds, Rotherham and
Wakefield
241Annual Report and Financial Statements for the year ended 31 December 2025
Overview Strategic report Governance Financial statements Shareholder information
Glossary
We have used some terms in this report to explain how
we run our business that might be unfamiliar to you. The
following list gives a definition for some of the more
frequently used terms:
Commercial property
This refers to buildings or land intended to generate a profit,
either from capital gain or rental income, such as office
building, industrial property, retail stores, etc.
Director
A statutory director of Henry Boot PLC.
Disclosure and Transparency Rules (DTR)
Issued by the United Kingdom Listing Authority.
Dividend
A distribution of a portion of a company’s earnings, decided
by the board of directors, to a class of its shareholders.
Earnings per share (EPS)
Profit for the period attributable to equity shareholders
divided by the average number of shares in issue during
the period.
ESG
Environmental, Social and Governance.
Gearing
Net debt expressed as a percentage of equity
shareholders’ funds.
IAS
International Accounting Standard.
IFRS
UK-adopted International Financial Reporting Standard.
SONIA
The effective overnight interest rate paid by banks for
unsecured transactions in the British sterling market.
Net asset value per share (NAV)
Equity shareholders’ funds divided by the number of shares
in issue at the balance sheet date.
NPPF
National Planning Policy Framework.
Operating profit
Profit earned from a company’s core activities.
Option agreement
A legal agreement between a landowner and another
party for the right to buy land within a set time scale at the
conclusion of a satisfactory planning permission.
Ordinary share
Any shares that are not preferred shares and do not have
any predetermined dividend amounts. An ordinary share
represents equity ownership in a company and entitles
the owner to a vote in matters put before shareholders in
proportion to their percentage ownership in the company.
PFI contract
A Private Finance Initiative contract is a contract between a
public body and a private company and involves the private
sector making capital investment in the assets required to
deliver improved services.
They are typified by long contract lengths, often 30 years
or more.
Planning Promotion Agreement (PPA)
A legal agreement between a landowner and another party
for a set time scale and financial consideration to promote
land through the UK planning system.
Pre-let
A lease signed with a tenant prior to completion of
a development.
Retail Prices Index (RPI)/Consumer Prices Index (CPI)
Monthly inflation indicators based on different ‘baskets’ of
products issued by the Office of National Statistics.
Return on average capital employed
(ROCE)/Capital Employed
Return on Capital Employed is an APM and is defined as
operating profit/capital employed where capital employed is
the average of total assets less current liabilities and pension
asset/obligation at the opening and closing balance sheet
dates. Before the revised classification of the group’s main
borrowing facility. Previously presented as current liabilities
these borrowings are now classified as non-current
henryboot.co.uk242
The production of this report supports the work of the
Woodland Trust, the UK’s leading woodland conservation
charity. Each tree planted will grow into a vital carbon store,
helping to reduce environmental impact as well as creating
natural havens for wildlife and people.
S106
Section 106 agreements (S106) are private agreements
made between local authorities and developers. They can
be attached to a planning permission to make acceptable
development which would otherwise be unacceptable in
planning terms.
Subsidiary company
A company whose voting stock is more than 50% controlled
by another company, usually referred to as the parent
company or holding company.
A subsidiary is a company that is partly or completely owned
by another company that holds a controlling interest in the
subsidiary company.
TCFD
Task Force on Climate-related Financial Disclosures
(fsb-tcfd.org/)
Total shareholder return (TSR)
Dividends and capital growth in the share price, expressed
as a percentage of the share price at the beginning of
the year.
Total accounting return (TAR)
The growth in NAV per share plus dividends paid, expressed
as a percentage of NAV per share at the beginning of
the period.
UK planning system
This system consists of the process of managing the
development of land and buildings. The purposes of
this process are to save what is best of our heritage and
improve the infrastructure upon which we depend for a
civilised existence.
243Annual Report and Financial Statements for the year ended 31 December 2025
Henry Boot PLC
Registered office:
Isaacs Building, 4 Charles Street
Sheffield, S1 2HS United Kingdom
Registered in England and Wales no. 160996
Tel: 0114 255 5444
Email: investors@henryboot.co.uk
Stock Code: BOOT.L
Henry Boot Annual Report and Financial Statements for the year ended 31 December 2025
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