BOOT (HENRY) PLC - Annual Report 2026

Henry Boot PLC

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

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

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

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:

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

Hallam Land

Henry Boot

Construction

Banner Plant

H B D

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

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

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

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

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

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%

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

£’000

Taxable

benefits

£’000

Pension-

benefits

£’000

Other

£’000

Total

fixed

£’000

Annual

bonus

£’000

Long term

incentives

£’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

49 0 0 0 49 0 0 0 49

Year ended

31 December

2024

Salary

and

fees

£’000

Taxable

benefits

£’000

Pension-

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

Salary includes the value subject to salary sacrifice.

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.

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).

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)

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%

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%

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%

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%

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)

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%

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%

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%

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

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

Face value

of grant at

213.67p per

% 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%

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

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

Beneficially

owned at

1 January

2025

Beneficially

owned

Unvested

options with

performance

conditions

Unvested

options

without

performance

conditions

Vested

unexercised

options

Total

interests

Shareholding

as a % of

salary or

fees

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

n/a – – – – – –

James Sykes 20,000 20,000 – – – 20,000 78

All outstanding scheme interests are in the form of options.

The table above includes the holdings of persons connected with each of the Directors.

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.

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

1 January

2025

Granted

during the

year

Exercised

during the

year

Lapsed

during the

year

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

1 January

2025

Granted

during the

year

Exercised

during the

year

Lapsed

during the

year

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

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

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%

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

2.1

Overall expenditure on pay 34,539 34,326

0.6

Figure reinstated with the 2024 actual dividends over the period.

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%

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

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

Including discontinued operations and before the revised classification of the group’s main borrowing facility.

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

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%

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)

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

5,739,580 4.40

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.

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

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

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

capital

£’000

Property

revaluation

reserve

£’000

Retained

earnings

£’000

Other

reserves

£’000

Cost of

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

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

(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

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

38,888 – 38,888 17,882 – 17,882

Sale of land and properties:

– Property investment and

development

24,423 24,423 – 45,015 45,015 –

– Housebuilder unit sales

69,747 69,747 – 88,123 88,123 –

– Land Promotion

82,799 82,799 – 77,888 77,888 –

PFI concession

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

14,824 15,962

Investment property rental income

5,717 6,298

Other rental income – Property

investment and development

– 12

Other rental income – Land Promotion

188

148

251,549 266,192

Construction segment.

Property investment and development segment.

Home building segment

Land promotion segment.

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

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

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

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)

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

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

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

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

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

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

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

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

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.

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

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.

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

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

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

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

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

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

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

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.

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.

SC166157 100% Indirect

Land promotion

Constructionend Limited

00976647 100% Direct

Inactive

First National Housing Trust Limited

00276288 100% Direct

Property investment

Glasgowend Limited

01576203 100% Direct

Inactive

Hallam Homes Limited

04804157 100% Direct

Inactive

Hallam Land Management Limited 02456711 100% Direct

Land promotion

HB Island Limited

11641820 100% Direct

Holding company

HBGP Limited

11641976 100% Direct

Holding company

HB Origin Limited 16099933 100% Direct

Holding company

HBD City Court Limited

13351580 100% Indirect

Property investment and

development

HBD Summerhill Limited

13285696 100% Indirect

Property investment and

development

HBD Dev Co 1 Limited

14128256 100% Indirect

Property investment and

development

HBD Golden Valley Limited

13966492 85% Indirect

Property development

HBD GP Limited

16096484 100% Direct

Holding company

HBD Spark Limited

16096078 100% Indirect

Inactive

Henry Boot & Sons Limited

04066798 100% Direct

Inactive

Henry Boot Biddenham Limited

05901324 100% Direct Land promotion

Henry Boot Construction Limited (formerly

Henry Boot Inner City Limited)

02145413 100% Direct Holding company

Henry Boot Deansgate Limited

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

11176009 100% Indirect Property development

Henry Boot Estates Limited 00276603 100% Direct Property investment

Henry Boot Homes Limited

04804114 100% Direct Inactive

Henry Boot Investments 1 Limited

03125802 100% Indirect Holding company

Henry Boot ‘K’ Limited

06386834 100% Indirect

Property investment and

development

Henry Boot Land Holdings Limited

04570294 100% Direct Holding company

Henry Boot (Launceston) Limited

09276678 100% Direct Land promotion

Henry Boot Leasing Limited

03248776 100% Direct Motor vehicle leasing to Group

Henry Boot (Manchester) Limited

06051156 100% Direct Property development

Henry Boot Nottingham Limited

08682793 100% Indirect Inactive

Henry Boot Projects Limited

01679963 100% Direct Inactive

Henry Boot Scotland Limited

03996796 100% Direct Inactive

Henry Boot Swindon Limited

06051131 100% Direct Inactive

Henry Boot Tamworth Limited

05901334 100% Indirect Inactive

Henry Boot Wentworth Limited

01670475 100% Direct Property development

Investments (North West) Limited

06956932 100% Indirect Property development

Marboot Centregate Ltd

09662598 100% Indirect Property development

Marboot Centregate 2 Limited

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

12276168 100% Indirect Property development

Saltwoodend Limited

05075297 100% Indirect Inactive

SJ Manchester Limited Partnership

LP022152 100% Indirect Inactive

SJM GP Limited

13665805 100% Indirect Holding company

SJM (Nominee) Limited

13666505 100% Indirect Holding company

Stonebridge Homes Group Limited

1, 3

12065057 62.5% Indirect Holding company

Stonebridge Homes Limited

07279118 62.5% Indirect Property development

Stonebridge Offices Limited

1, 3

07728107 62.5% Indirect Property investment

Winter Ground Limited

04572581 100% Indirect Inactive

Stonebridge-related entities are included as subsidiaries due to the group’s additional voting rights, having two of the three Director appointments.

Subsidiary by virtue of management control.

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

25% Indirect Holding company

Inter Propco Limited

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

25% Indirect Holding company

Markham Vale 6 Propco Limited

25% Indirect Property development

Markham Vale 9 Holdco Limited

25% Indirect Holding company

Markham Vale 9 Propco Limited

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

25% Indirect Property development

Origin Logistics LP

25% Indirect Holding company

Rainham HoldCo S.a.r.l.

20% Indirect Property investment and development

Road Link Limited

37.6% Indirect Inactive

Spark 1 Holdco Limited

25% Indirect Holding company

Spark 1 Propco Limited

25% Indirect Property development

Spark 2 Holdco Limited

25% Indirect Holding company

Spark 2 Propco Limited

25% Indirect Property development

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

, 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

, 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.

Company limited by share capital.

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

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

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

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

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.

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.

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.

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.

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.

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

[email protected]. 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).

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.

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.

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 [email protected].

No other methods of communication will be accepted.

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.

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: i[email protected].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: hel[email protected]

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: [email protected]

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: d[email protected]

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: [email protected]

Stock Code: BOOT.L

Henry Boot Annual Report and Financial Statements for the year ended 31 December 2025

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BOOT (HENRY) PLC Annual Report 2026

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BOOT (HENRY) PLC — Annual Report 2026

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