Breedon Group Plc - Annual Report 2025

BREEDON GROUP PLC

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MAKING A MATERIAL

DIFFERENCE

2025

Annual Report and Accounts

STRATEGIC REPORT

Better, stronger business

»01

Breedon at a glance

»10

Chair’s statement

»12

Market review

»16

Business model

»22

Chief Executive Oﬃcer’s review

and outlook

»28

– Breedon 3.0

»31

– Operating reviews

»36

Key performance indicators

»42

Chief Financial Oﬃcer’s review

»44

Managing our risks and

opportunities

»49

– Principal risks

»51

Viability Statement

»60

Sustainability

»62

– Planet

»68

– People

»76

– Places

»81

– Principles

»84

Sustainability Appendix

»87

– SECR

»87

– TCFD

»88

– Non-ﬁnancial and Sustainability

Information Statement

»96

Section 172(1)

Statement

»97

GOVERNANCE REPORT

Corporate governance at a glance

»103

Board of Directors

»104

Corporate governance statement

»106

Board in action

»107

Culture and colleague engagement

»109

Engaging with shareholders

»111

Audit & Risk Committee report

»114

Nomination Committee report

»121

Sustainability Committee report

»124

Compliance statement against

the Code

»126

Directors’ Remuneration report

»132

– Annual statement

»132

–

Remuneration at a glance

»136

–

Directors’ Remuneration Policy

»137

– Annual report on remuneration

»141

Directors’ report

»149

Statement of directors’

responsibilities

»152

Our purpose is to make a

material diﬀerence to the lives

of our colleagues, customers

and communities.

We achieve our purpose

through delivering essential

construction materials while

living our values:

keeping it simple;

striving to improve;

making it happen; and

showing we care.

The strategic report has been

approved by the Board of Directors

and signed on its behalf by:

Rob Wood

Chief Executive Oﬃcer

11 March 2026

CONSOLIDATED FINANCIAL

STATEMENTS

Independent Auditor’s report

»154

Consolidated income statement

»164

Consolidated statement

of comprehensive income

»165

Consolidated statement

of ﬁnancial position

»166

Consolidated statement

of changes in equity

»167

Consolidated statement

of cash ﬂows

»168

Notes to the consolidated

statements

»169

COMPANY FINANCIAL

STATEMENTS

Company statement of ﬁnancial

position

»202

Company statement of

changes in equity

»203

Notes to the Company

ﬁnancial statements

»204

Reporting segment changes

»208

Subsidiaries

»209

ADDITIONAL INFORMATION

Shareholder information

»212

Glossary

»215

Advisers and Company

Information

»216

Contents

Breedon Group plc

Annual Report and Accounts 2025

Robust revenue

Resilient statutory performance

Revenue

Statutory Group proﬁt

from operations

Underlying EBITDA

Growing earnings

Reﬂecting M&A-related costs

Breedon is a

leading vertically-integrated international

construction materials

group in Great Britain, Ireland

and the United States.

We supply the construction industry with the

essential

materials

needed to build the places where we live and

work, play and in-between.

We produce

value-added

construction materials,

pulling through our aggregates and cement to be used

downstream in the production of ready-mixed concrete

and asphalt, and the provision of surfacing solutions.

Our evolved strategy is committed to

Expand

and

Improve

the business, prioritising proﬁtable growth.

Our model and strategy have served us well, building

platforms in three geographies, delivering 18%

compound revenue growth over the last 15 years

as we continue to build a

better, stronger Breedon

Statutory Basic

earnings per share

Better, stronger business

Strategic report

Governance

Financial statements

Additional information

Better, stronger

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

2024

2025

5.6

3.6

1.9

1.7

1.5

0.9

1.9

1.4

1.9

0.8

0.7

0.5

1.8

1.4

(0.2)

Covenant

Leverage

times

Better, stronger business

Covenant Leverage has been calculated on a

consistent basis for all periods, following the principles

set out in the Group’s current debt facility agreements.

CAGR: Compound annual growth rate since Breedon’s

ﬁrst full year of trading.

Underlying EBITDA refers to earnings before interest,

tax, depreciation and amortisation.

£1,714m

£169m

18%

Revenue CAGR

£279m

£17m

22%

Underlying EBITDA

CAGR

16.3%

10%

630bps

Underlying EBITDA margin expansion

Six bolt-on

transactions

Hope

Lagan

BMC

Cemex

UK assets

Twelve bolt-on

transactions

Breedon

Lionmark

Breedon Group plc

Annual Report and Accounts 2025

Better, stronger business

We are stewards of

1.5 billion tonnes of high-

quality mineral reserves

and resources which

provide a long-term store

of incumbent value.

Reserves and resources

2016

2017

2018

2019

2020

2021

2022

2023

2024

2025

0.8bn

tonnes

1.5bn

tonnes

Strategic report

Governance

Financial statements

Additional information

Mineral pull through proportions are for illustrative purposes only.

Our vertically-integrated

business model enables

the eﬃcient extraction,

processing and distribution

of value-added materials.

Quarry

Concrete block

Ready-mixed concrete

Cement plant

Surfacing

Asphalt

Aggregates

CONSTRUCTION AND HOUSEBUILDING

INFRASTRUCTURE

Vertically-integrated, asset-backed

business model

Aggregates

Asphalt

Surfacing

Vertical-integration

pulls through high-

margin materials

from our valuable

mineral asset base,

maximising routes

to market and

enhancing returns.

Provides security of

supply and enhanced

service, strengthening

customer relationships.

Aggregates-led routes to market;

pulling through mineral

Revenue

Proﬁt

Better, stronger business

Breedon Group plc

Annual Report and Accounts 2025

Our end-markets are diversiﬁed

by sector and geography,

reducing reliance on any single

customer, product or region.

Revenue is pro forma, derived from the reported revenue for 2025 restated to

include the impact of the four transactions that took place during the year.

Product data excludes surfacing, building products and other.

Revenue

by division

Revenue

by customer

Revenue

by product

65%

Ireland

16%

19%

Infrastructure

c.50%

Housing

c.20%

Industrial,

commercial and

other

c.30%

Aggregate

c.30%

Cement

c.20%

Ready-mixed

concrete

c.30%

Asphalt

c.20%

Better, stronger business

Strategic report

Governance

Financial statements

Additional information

Construction output forecast to grow

130

120

110

100

2022

2023

2024

2025e

2026f

2027f

Better, stronger business

We serve end-markets with attractive long-term growth

proﬁles, driven by growing populations and urbanisation,

infrastructure investment and housing demand.

Signiﬁcant housing shortage

Committed government investment

more than

Infrastructure

Strategy

at least 10 years

Ireland

more than

Ireland

National

Development Plan

at least 8 years

more than

Infrastructure

Investment and Jobs Act

at least 7 years

Note: Years of housing shortage derived from housing shortfall

in the context of the current pace of housing completions.

UK: CPA Winter 2025 construction output forecast – all work.

Ireland: 100th Euroconstruct construction output forecast – all work.

US: FMI Q4 2025 construction put in place forecast – new work.

Indexed to 100 in 2022; ‘e’ denotes estimates, ‘f’ denotes forecasts.

RoI

Breedon Group plc

Annual Report and Accounts 2025

2000

2005

2010

2015

2020

2025

US aggregates price outpaces inﬂation

300

250

350

200

100

150

2000

2005

2010

2015

2020

2025

UK aggregates price outpaces inﬂation

300

250

350

200

100

150

Better, stronger business

Our materials are

fundamental to

construction activity

and infrastructure

development,

resulting in a resilient

pricing environment.

UK CPI Index

UK PPI: Other mining and quarrying products

US CPI Index

US PPI: Construction sand, gravel and crushed stone

Indexed to 100 in 2000

Strategic report

Governance

Financial statements

Additional information

Operational and commercial

excellence programmes delivered

by our ﬁrst-class team drive

eﬃciency savings and productivity

enhancements alongside

reductions in energy intensity,

emissions and waste.

Better, stronger business

Breedon Group plc

Annual Report and Accounts 2025

Strong and predictable cash

generation enables multiple routes

to growth, supports through-

cycle investment and underpins

our progressive dividend

policy, while ensuring a resilient

and ﬂexible balance sheet.

Maximise value through

capital deployment

Through-cycle proactive

Investment

Meeting strategic

objectives

Excess capital in 2025

ORGANIC

M&A

Thoughtful capital

deployment

Third platform

established

Dividends

Debt reduced

since half year

Reserves and

resources replenished

Major capital projects

commissioned

Transformational –

Lionmark acquired

Productivity-

enhancing investment

Bolt-on transactions

delivered annually

Well populated

M&A pipeline

Provides strategic

ﬂexibility

Proﬁtable growth

delivered

Creates sustainable

stakeholder returns

Strong balance sheet

maintained

payout ratio

reduction

in Covenant

Leverage

increase YoY

47%

0.4x

Better, stronger business

Strategic report

Governance

Financial statements

Additional information

>100

quarries

plants

c.200

plants

>50

plants

Our quarries supply aggregates to our

external customers and our own ready-mixed

concrete and asphalt plants, pulling materials

through the business model.

To make a material diﬀerence to the

lives of our colleagues, customers

and communities.

The safety and wellbeing of our

colleagues is our highest priority

and the objective of our Home

Safe and Well campaign.

We are committed to upholding clear,

authentic behaviours that drive long-

term success. By staying true to our

principles, we create a foundation of

trust, integrity and accountability that

supports sustainable growth.

Our well-invested cement plants are capable

of producing more than two million tonnes

of cement annually.

Our ready-mixed concrete plants supply

quality-assured concrete, screed and mortar

to a broad scope of projects, distributed

through our ﬂeet of mixer trucks.

Our asphalt plants supply quality-assured

materials to a wide range of projects from car

parks to major trunk roads.

Our surfacing operations beneﬁt from multi-

year frameworks serving our local and national

customers eﬃciently and sustainably.

A balanced portfolio of

high-quality assets operated

by our ﬁrst-class team

KEEP IT

SIMPLE

MAKE IT

HAPPEN

STRIVE TO

IMPROVE

SHOW

WE CARE

People

Finance

Sustainability

Our strategy

Aggregates

Our purpose

Our values

Our people

Cement

Ready-mixed

concrete

Asphalt

Surfacing

Asset-backed and vertically-integrated

Our culture

4,800

people

new apprentices

77%

colleague engagement score

Breedon at a glance

Breedon Group plc

Annual Report and Accounts 2025

An extensive footprint of

valuable assets with leading

market shares

Breedon at a glance

United States

Headquartered in St Louis, Missouri,

our US business is positioned for

expansion across the Midwest,

operating a network of quarries,

asphalt and ready-mixed concrete

plants and delivering surfacing

solutions in four states.

More detail

»40

Ireland

A network of quarries and

asphalt plants supporting a

highly regarded surfacing

business across the Island

of Ireland, and a modern

cement plant near Dublin.

More detail

»38

Great Britain

An extensive footprint of

assets including quarries,

cement, asphalt, ready-

mixed concrete and block

plants, extending from

Somerset to the Hebrides.

More detail

»36

Strategic report

Governance

Financial statements

Additional information

Amit Bhatia

Chair

That is the story of Breedon in 2025.

In a testing year, Breedon proved

once again that the strength of our

model and the quality of our people

are the most durable competitive

advantages we possess.

Across all three of our geographies,

in markets that gave us very little by

way of tailwind, our team delivered

revenue of £1,714m, Underlying

EBITDA of £279m, and generated

the cash ﬂow to reduce our Covenant

Leverage from 2.2x at the half year

to 1.8x by December. We once again

increased our dividend.

These are not the hallmarks of a

business merely weathering a storm,

they demonstrate a business that has

learned how to advance, whatever

the circumstances.

Chair’s statement

A decade of building a

platform for the future

I joined the Breedon Board in 2016 when our

revenue was a fraction of what it is today,

and our ambitions, while considerable, were

conﬁned to a single geography.

In the decade since, we have built

something genuinely distinctive in the

construction materials sector: a vertically-

integrated platform spanning Great Britain,

Ireland and the United States, underpinned

by 1.5 billion tonnes of mineral reserves

and a team of 4,800 people whose

engagement, expertise and determination

are the true engine of our performance.

The numbers bear this out. Since 2011,

revenue has compounded at 18% annually

and Underlying EBITDA at 22%. We have

completed more than 30 acquisitions,

navigated a global pandemic, transitioned

from AIM to the Main Market of the

London Stock Exchange, and established

a meaningful presence in Ireland and the

United States.

Through it all we have maintained the

entrepreneurial culture and disciplined

ﬁnancial framework that I have always

prioritised and taken great pride in.

There is something

remarkable about

a business that grows

stronger in adversity.

Breedon Group plc

Annual Report and Accounts 2025

These are not

corporate adornments.

They are investments

in the human capital

that transforms rock

into roads, concrete

into communities, and

strategy into results.

2025 in context

Let me be direct about the environment we

operated in. In GB, ready-mixed concrete

volumes fell to levels not seen since 1963.

In Ireland, two major infrastructure projects

were deferred, disrupting our anticipated

workﬂow. In the US, extreme weather in the

ﬁrst half upended normal seasonal patterns.

None of this was within our control.

What was within our control was our

response. Our teams delivered over £20m

of self-help savings through procurement

improvements, operational eﬃciencies and

disciplined cost management.

We simpliﬁed our management structure

to a country-based model, enabling faster

decision-making and closer customer

relationships. And we continued to invest

through the cycle – in our quarries, in our

plants, in our people – because that is what

builds enduring competitive advantage.

The acquisition and integration of Lionmark

was the standout strategic achievement of

the year. By bringing asphalt and surfacing

capability to our US aggregates platform,

we have created a balanced, vertically-

integrated business in the US Midwest that

now generates 19% of Group revenue.

Chair’s statement

The integration is substantially complete,

and the opportunities for bolt-on growth

and further vertical integration are

compelling. When the Board approved

our entry into the US market, we envisaged

a multi-year build. We are running ahead

of that vision.

What makes Breedon diﬀerent

I am often asked what sets Breedon apart.

The answer, I believe, lies in the combination

of three qualities that are diﬃcult to replicate.

The ﬁrst is our asset base

Mineral reserves are scarce, ﬁnite and

irreplaceable. Our 1.5 billion tonnes

of permitted reserves, spread across

hundreds of locations in three geographies,

represent decades of production capacity

in consolidating markets. As the investment

case section of this report illustrates,

this resource base is a long-term store of

incumbent value that grows more precious

with each passing year.

The second is our model

Vertical integration – from quarry face

to ﬁnished road surface – is not merely

a description of our operations. It is the

mechanism by which we pull through

high-margin products from our resource

base, deepen customer relationships and

create meaningful operating leverage.

When markets recover, this model delivers

disproportionate returns.

The third, and most important,

is our people

A colleague engagement score of 77%, 56

new apprentices, an upgraded occupational

health platform, the establishment of

the Breedon Women’s Network – these

are not corporate adornments. They are

investments in the human capital that

transforms rock into roads, concrete into

communities, and strategy into results.

Strategic report

Governance

Financial statements

Additional information

Capital allocation and

shareholder returns

The Board takes capital allocation seriously.

In a year when we absorbed a signiﬁcant

acquisition, we simultaneously reduced

leverage, increased our dividend by 3%

and continued to invest organically ahead

of depreciation.

That balance – growth and discipline,

ambition and prudence – is not accidental.

It is the product of a ﬁnancial framework

that has served shareholders well over 15

years and will continue to do so.

We are conscious the share price has not

yet reﬂected the progress we have made.

The analyst consensus implies material

upside from current share price levels, and

we believe the fundamental quality of our

business, the strength of our balance sheet

and the breadth of our growth pipeline

support that view.

Chair’s statement

As Covenant Leverage reduces towards the

lower end of our target range, and organic

capital investment and dividend payment

objectives are satisﬁed, the Board will

give further consideration to all routes for

returning surplus capital to shareholders,

including the repurchase of shares. We

understand the importance of this question

to our investor base and it remains a live and

active discussion at Board level.

Looking ahead

Construction market conditions in the UK

remain subdued, though there are early

signs of stabilisation. The Republic of

Ireland’s structural growth story – driven

by demographics, housing demand and

EU-supported infrastructure investment –

remains ﬁrmly intact. In the US, federal and

state infrastructure programmes provide

multi-year visibility for our Midwest platform.

Across all three geographies, we see

sustained and increasing levels of enquiry,

particularly in infrastructure, where

investment in transport, energy and water is

well-funded and accelerating. When these

enquiries convert to orders, Breedon is

primed and ready.

Our strategy is clear: expand through

disciplined, value-accretive M&A; improve

through operational and commercial

excellence; and invest in the sustainability of

our business for the long term. We have an

active pipeline of acquisition opportunities

in each region and the ﬁnancial capacity

and operational expertise to execute them.

Board and governance

Succession planning is key to ensuring

Breedon continues to deliver its growth

strategy, and this year we have taken further

steps to ensure the Board sustains the

skills and experience required to support

our executive team. In 2025, the Board

approved the reappointment of Clive

Watson in his roles as Chair of the Audit &

Risk Committee and Senior Independent

Director (SID) for a third three-year term,

subject to annual re-election by shareholders.

Following consultations with shareholders,

I was also reappointed as Chair, again subject

to annual shareholder approval.

Our succession planning for the year ahead

is focused on ensuring we maintain the

right balance of non-executive director

skills on the Board, while being mindful

of term limits, and continuing to evolve

succession plans for the executive directors

and members of the Group’s Executive

Committee. A business of Breedon’s

ambition requires governance that is both

rigorous and forward-looking, and we are

committed to ensuring the Board evolves in

step with the business.

Total cash dividends paid

£m

2021

2022

2023

2024

2025

51.5

48.3

37.6

30.5

8.4

Breedon Group plc

Annual Report and Accounts 2025

Chair’s statement

Board site visit to our

Belfast tile plant and

bitumen terminal

Board site visit to Belfast

In closing

I want to end where I began – with our people.

The 4,800 men and women of Breedon

are the reason this business outperforms

its markets, integrates acquisitions ahead

of schedule and enters each new year

stronger than the last. On behalf of the

Board, I thank them wholeheartedly for

their commitment, their ingenuity and their

unwavering determination.

Breedon is a better, stronger business

today than at any point in its history.

The foundations are deep, the platform is

broad and the opportunities ahead of us

are signiﬁcant. I am extremely proud of the

business we have built, and everything we

have achieved during that time, and I look

forward to chairing the Board through the

next phase of our growth. I have never been

more conﬁdent in our future.

Amit Bhatia

Chair

11 March 2026

Strategic report

Governance

Financial statements

Additional information

Driving economic growth

The construction industry plays a

fundamental role in everyday life and

construction activity is widely recognised

to be a signiﬁcant contributor to economic

prosperity, creating, maintaining and

improving the built environment.

Construction activity has far-reaching

economic beneﬁts, driving employment

and output and underpinning growth. In

the UK and US every pound or dollar spent

on construction generates roughly three

times that in economic value to the wider

economy, contributing between 4% and

7% of GDP while employing between 5%

and 6% of the workforce.

The population in our core markets is

growing and urbanising. The UK population

is forecast to grow 7% in the decade

to 2032, while in RoI, the population is set

to increase by roughly one million between

2022 and 2040.

Although the US population is growing

at a slower pace, Missouri is beneﬁtting

from steady population migration. With

household formation outpacing population

growth in our geographies, the pressure

on infrastructure, residential and non-

residential spaces is likely to persist.

(Source: Oﬃce for National Statistics, U.S. Bureau

of Labor Statistics, Bureau of Economic Analysis)

Essential industry

Mineral products are a key component

of the construction supply chain.

Concrete is the most abundant man-made

material on the planet, pulling through

aggregates and cement into the ﬁnal

product. The 4.5 million miles of road

network across our geographies require

maintenance, pulling through high-value

aggregates in the production of asphalt.

The aggregates market in GB is relatively

consolidated; with the top ﬁve aggregates

producers together having c.70% market

share, with around 300 companies

accounting for the remainder.

The aggregates market in Ireland is highly

consolidated; the three leading providers

account for c.70% of the market.

The US aggregates market is highly

fragmented; c.40% of the market is

supplied by the top ten providers, with over

5,000 companies delivering 60%.

Planning consent for new quarries is rarely

granted, underpinning the incumbent value

of asset ownership. The need for long-term

strategic planning to secure extensions

to the existing estate, alongside eﬃcient

mineral production, are core to maintaining

a strong market position.

(Source: MPA, BDS Market Intelligence, Moelis,

management estimates)

Growth drivers

Market review

Supplying structurally-

attractive end-markets

with essential building

materials, products

and services

Breedon Group plc

Annual Report and Accounts 2025

Market review

Markets

End-markets

The construction end-markets we

serve support economic prosperity and

productivity. However, population growth

and long periods of underinvestment have

combined to produce structural deﬁcits,

underpinning the long-term growth

potential of each end-market.

Infrastructure

Infrastructure is typically funded by public

or regulated organisations with ﬁxed long-

term budgets. Governments in our three

geographies recognise that infrastructure is

underinvested and consequently there are

large investment programmes in place.

In its 2025 review, the UK Treasury

committed to invest at least £725bn over

the decade to 2035 in economic and social

infrastructure. Central to this strategy is the

reform of the UK planning system with the

Planning and Infrastructure Act becoming

law in 2025.

To tackle the estimated infrastructure

maintenance backlog of £49bn and invest

in clean energy, transport and water

infrastructure, funding has been granted,

or approved by regulatory bodies:

The Accelerated Strategic Transmission

Investment framework has been

designed to fast-track the transmission

and distribution of up to 50GW of

oﬀshore wind by 2030.

Signiﬁcant commitments have been

made to invest in carbon capture and

storage with £9.4bn designated for

two clusters.

In the latest ﬁve-year water investment

cycle, Ofwat approved a 71% increase

to £104bn for the total budget while

investment in infrastructure and

upgrades quadrupled to £44bn.

New modular nuclear generation was

identiﬁed as a strategic priority to meet

the UK’s carbon reduction objectives,

committing support to the development

of Sizewell C which will deliver up

to 3.2GW.

Road Investment Strategy 3 will take

eﬀect in 2026 with a draft commitment

to maintain spending of £25bn over the

coming ﬁve years and a renewed focus

on repair and maintenance.

Signiﬁcant infrastructure spending commitments

£725bn

Ireland

€275bn

US$1.2tn

Top 3 market

c.70%

Independents

c.30%

Top 10 market

c.40%

c.5,000

independents

c.60%

Relatively consolidated

Top 5 market

c.70%

c.300

independents

c.30%

Source: BDS Market

Intelligence

Ireland

Highly consolidated

Highly fragmented

Source: Management

estimates

Source: Moelis

Strategic report

Governance

Financial statements

Additional information

In 2025 the Government of Ireland

relaunched the National Development

Plan (NDP), which outlined over €275bn of

public capital investment by 2035, a 67%

increase on the previous NDP.

To enable the construction of 300,000 new

homes by 2030 and boost international

competitiveness, the plan recognises the

need to upgrade and expand the underlying

water, energy and transport infrastructure,

allocating €102bn for capital investment in

the ﬁrst ﬁve years, a 30% increase over the

prior plan.

Funding is supported by ongoing budget

surpluses which have proved to be

resilient against the backdrop of rising

international tariﬀs. In addition, following

the 2024 European Court of Justice ruling,

ordering Apple to pay €13bn in unpaid RoI

taxes, the Minister for Finance conﬁrmed

the windfall would be targeted towards

public infrastructure investment over the

coming decade.

Market review

Markets

Housebuilding

There is a fundamental shortage of

housing in the geographies we serve, with

an estimated deﬁcit of at least 1.5 million

homes in the UK, 0.3 million in RoI and 4.0

million in the US due to housing completions

falling short of household formation over

recent decades. At the current build rate,

that equates to backlogs of at least ten,

eight and seven years respectively.

While interest rates and aﬀordability are key

determinants for housing demand, there is

wide recognition that supply-side policies

have introduced cost and friction to the

pace of housebuilding. Although planning

reforms are passing into law in the UK and

RoI, and there are early signs of progress,

the full beneﬁts are expected to take time to

materialise and delays in securing planning

permission remain the leading obstacle to

housing delivery in the UK.

Homes shortfall at current build rates

UK at least

10 years

Ireland at least

8 years

US at least

7 years

In the US, the Infrastructure Investment

and Jobs Act (IIJA) is a US$1.2tn ﬁve-year

federal programme enacted in 2021.

The IIJA more than doubled funding for

transportation to US$660bn, of which

US$313bn is targeted at roads and bridges,

a 33% increase.

In October 2026, the Surface

Transportation Reauthorisation bill will

succeed the IIJA. However, while c.70%

of IIJA funding has been committed, only

c.40% has been spent so this programme

will continue to support infrastructure

construction.

Transport infrastructure in Missouri

is further supported by the Missouri

Department of Transport fuel tax. In

recent years the ﬁve-year Statewide

Transportation Improvement Programme

has increased to US$13bn.

(Source: Gov.uk, Gov.ie, Euroconstruct, FMI, U.S.

Department of Transport, Missouri Department

of Transport)

Breedon Group plc

Annual Report and Accounts 2025

Burdensome regulation, site viability and

uptake of aﬀordable homes by social

landlords and registered providers are

also cited as signiﬁcant headwinds to the

pace of housing construction in the UK.

To alleviate some of these pressures, in 2025

the UK government committed to invest

£39bn into social housing to accelerate its

strategy to build 1.5 million homes during

this parliament.

In Ireland, the NDP recognised the need

to build more housing as one of its highest

priorities, allocating €36bn to enable the

construction of 0.3 million additional homes

by 2030. In 2025, 36,300 homes were

completed, an increase of 20% compared

to 2024. While this is the highest level of

homebuilding since the index began in 2011,

it remains below the Government’s target to

build at least 50,000 homes annually.

Housebuilding in the US has primarily

been impacted by aﬀordability and the

‘lock-in’ eﬀect with housing starts falling

to the lowest level since the pandemic.

The prevalence of low-rate, ﬁxed-term

mortgages over long periods of time has

signiﬁcantly reduced household mobility.

However, as interest rates have reduced

aﬀordability has improved, with the National

Association of Realtors’ aﬀordability index

showing that in January 2026, housing

is the most aﬀordable it has been since

March 2022.

(Source: Gov.uk, Gov.ie, McKinsey, U.S. Census Bureau,

Realtor.com, UK Home Building Federation, National

Association of Realtors)

Commercial, Industrial

and other

The commercial sector remains under

pressure in all three regions. Comparatively

high ﬁnancing and build costs, coupled with

poor economic visibility and considerable

political and regulatory uncertainty have led

to weak business conﬁdence and repeated

delays in project commencement.

While working practices increasingly

mandate a return to oﬃce working, this

is insuﬃcient to oﬀset the existing high

levels of oﬃce vacancy rates in all regions.

However, data centres remain a key driver

of commercial activity with power supply

and grid connection the primary constraint

to project commencement.

Activity in the industrial sector has been

sustained by pockets of activity. Factory

projects related to defence, renewable

energy and gigafactories continue to

generate growth in this space.

These sectors remain vulnerable to tariﬀ

related cost pressures and unpredictable

policy shifts. In Ireland concerns regarding

the pace of foreign direct investment

abated during the year while in the US and

UK the cost implications contributed to

project delays.

(Source: CPA, Euroconstruct, FMI)

Market review

Markets

Source: CPA

Construction Output

£bn

Source: Euroconstruct

Ireland

€bn

Source: FMI

‘e’ denotes estimates, ‘f’ denotes forecasts.

US$bn

2023

2024

2025e

2026f

2027f

2,248.2

2.179.6

2,164.9

2,194.8

2,076.2

2023

2024

2025e

2026f

2027f

41.5

39.2

37.4

34.4

36.2

2023

2024

2025e

2026f

2027f

234.6

227.0

223.2

222.6

221.1

Strategic report

Governance

Financial statements

Additional information

Volumes

Mineral product volumes in 2025 reﬂect the

impact of modest economic growth, oﬀset

by rising construction material costs and

the eﬀect of poor weather conditions.

Volumes in GB marked the fourth

consecutive year of contraction in 2025

reﬂecting the combined impact of high

ﬁnancing and build costs, coupled with

limited economic visibility and sustained

political and regulatory uncertainty.

The most signiﬁcant quarterly decline was

experienced in the second quarter where

the eﬀect of higher employment taxes and

labour costs combined with ‘Liberation

Day’ tariﬀ announcements to undermine

commitment to construction projects.

Aggregates and asphalt volumes were

broadly stable in 2025, while ready-mixed

concrete declined to levels last seen in 1963,

less than half the peak volumes delivered

in 2007.

In the US, aggregates volumes were

impacted by adverse weather patterns

during 2025. During an intemperate ﬁrst

half, aggregate volumes fell 4%.

Crushed stone, sand and gravel recovered

in the second half as conditions stabilised

with volumes concluding 2025 ﬂat

year-on-year.

Asphalt volumes were underpinned

by IIJA spending while ready-mixed

concrete was impacted by the slowdown

in housing starts.

Markets

tonnes GB primary

aggregates

GB aggregates

volume 2025

153m

(2)%

tonnes US primary

aggregates

US aggregates

volume 2025

2,150m

Flat

Market review

GB Aggregates

million tonnes

2021

2022

2023

2024

2025*

153.1

155.5

159.8

168.3

183.3

GB Asphalt

million tonnes

2021

2022

2023

2024

2025*

19.6

19.8

20.4

21.8

23.3

GB Ready-mixed concrete

million m

2021

2022

2023

2024

2025*

11.1

12.3

13.8

14.8

15.3

Source: MPA

* Estimated annual production

Source: U.S. Geological Survey

US Aggregates

million tonnes

2021

2022

2023

2024

2025

2,150.1

2,159.1

2,283.4

2,267.1

2,221.7

Source: National Asphalt Pavement Association

US Asphalt

million tonnes

2021

2022

2023

2024

2025

404.0

397.0

395.0

401.0

393.0

US Ready-mixed concrete

million m

2021

2022

2023

2024

2025

284.1

289.9

305.9

306.9

301.3

Source: National Ready Mixed Concrete Association

* Estimated annual production

Breedon Group plc

Annual Report and Accounts 2025

Outlook

Market review

United Kingdom

Although the geopolitical landscape

remains unpredictable, interest rates

are falling, improving the aﬀordability of

housing and the viability of construction

projects. There are spending programmes in

place in each of our geographies, and there

is the potential for regulatory and planning

reforms to accelerate construction activity.

In the UK, the CPA recognises the backdrop

has improved incrementally and there are

potential pockets of growth, particularly

energy generation and water infrastructure.

Consequently, they forecast construction

output will grow 1.7% in 2026, improving

to 3.3% in 2027 as planning reform and

infrastructure projects build momentum.

CPA forecast

2026

1.7%

2027

3.3%

The need to invest in the built environment as a route to

support living standards and promote economic growth

is widely accepted across each of our geographies.

Ireland

In Ireland, where the economic backdrop

is relatively robust, subdued construction

activity has been linked to the consistent

under-delivery of much needed critical

infrastructure, particularly power and water.

The Irish government has taken steps

to progress legislative reform, simplify

regulation and reduce the administrative

burden associated with construction

activity. Therefore, with the NDP and

associated action plans now in place,

Euroconstruct forecasts construction

output growth of 5.0% in 2026, increasing

to 5.7% in 2027.

Euroconstruct forecast

2026

5.0%

2027

5.7%

United States

In the US, FMI forecasts that construction

activity is likely to remain subdued, growing

1.0% in 2026 before resuming growth

in 2027 of 3.0% due to elevated interest

rates, a softening labour market and

unpredictable policy.

However, this masks divergent themes.

Residential building is forecast to continue

to be subdued, particularly multi-family.

Infrastructure is well-funded and is

expected to underpin construction activity

with strongest investment in energy and

water. While commercial activity is likely

to remain soft, data centres are forecast

to sustain robust growth throughout the

forecast period.

FMI forecast

2026

1.0%

2027

3.0%

Strategic report

Governance

Financial statements

Additional information

Surfacing

Cement

Ready-mixed concrete

Block

Tile

ASSETS

ASSET-BACKED

Higher

margin

Stronger

ROIC

VERTICALLY-INTEGRATED

OUR CUSTOMERS

OUR PEOPLE

We are a business-to-business

provider, serving a diversiﬁed network

of customers across infrastructure,

housebuilding, commercial and

industrial end-markets.

We provide materials to a diverse

customer base including small local

businesses, builders merchants

and major contractors.

The infrastructure projects our

customers deliver are backed by

central government funding or

local authority budgets.

We are typically engaged in the early

stages of construction projects due

to the nature of our products.

Our materials are utilised in

foundations, groundworks and

other early-cycle construction

phases.

Our exposure to repair,

maintenance and improvement

construction is limited.

What we do

Generating cash

What sets us apart

>100

quarries

cement

plants

1.5bn

tonnes

Aggregates

Asphalt

Business model

Supplying structurally-

attractive end-markets

with essential building

materials, products

and services

Breedon Group plc

Annual Report and Accounts 2025

What we do

Generating cash

What sets us apart

Business model

Products

Surfacing

Quarries, Cement

ASSETS

ASSET-BACKED

VERTICALLY-INTEGRATED

Business-to-business

Our quarries and cement plants

produce the materials which ﬂow

downstream through the model to our

customers and our own operations.

Buy and build platform

We are a consolidator. As a trusted

owner of acquired assets we have

a well-populated and active

M&A pipeline.

Organic investment complements

M&A and is supported by our

healthy balance sheet and strong

cash generation.

We follow our acquisitions with

capital investment, enhancing the

assets we acquire and maximising

their proﬁtability.

Transforming acquired assets

Leaton, a hard-stone quarry with on-

site asphalt and ready-mixed concrete

plants, was one of the ﬁrst sites acquired

by Breedon. The site has recently

undergone a multi-year programme

of targeted self-help measures and

strategic investment.

By upgrading and relocating crushing

and screening equipment, alongside

other eﬃciencies, the site team increased

high-value aggregate production by

c.8% while site operating proﬁt increased

by c.30% in the past two years.

While production has more than doubled

under Breedon’s ownership, we have

created the opportunity to extend the

quarry and grow output further still.

Our business model in action

at our Leaton quarry

increase in operating proﬁt

Strategic report

Governance

Financial statements

Additional information

What we do

Generating cash

What sets us apart

Business model

Products

Surfacing

Quarries, Cement

ASSETS

ASSET-BACKED

VERTICALLY-INTEGRATED

Maximising value

Where practical, our ready-mixed

concrete, asphalt and block plants seek

to use our own aggregates and cement

to produce quality-assured materials.

Our processes pull material through to

the customer, maximising the value of

every tonne of material we produce.

Operating locally

Our site teams are embedded in

their local markets. Our sales and

distribution model is regional with

direct connections to our sites.

Our people have freedom within a

framework to maximise proﬁtability.

They are close to their customers, have

clear responsibility and accountability,

and are empowered to make timely

entrepreneurial decisions.

Maximising throughput at Leaton

Leaton produces high-value stone, used

in high-speed road surfaces and other

specialist downstream materials.

The increased output from the quarry

has in turn allowed us to unlock

signiﬁcant operating eﬃciencies and

utilise a greater proportion of our own

aggregate in downstream production.

By critically challenging every stage

of the crushing, screening and hauling

process, the team increased eﬃciency by

20%, enabling the asphalt and concrete

plant to increase their throughputs.

Asset utilisation and reliability have also

advanced, leading to improved levels of

customer service.

Leaton’s downstream products

pull through valuable mineral

increase in operating eﬃciency

Breedon Group plc

Annual Report and Accounts 2025

What we do

Generating cash

What sets us apart

Business model

Products

Surfacing

Quarries, Cement

ASSETS

ASSET-BACKED

VERTICALLY-INTEGRATED

Local supply, national footprint

We deliver surfacing and

maintenance services to national

frameworks, local road network

authorities, and airﬁeld operators.

Our surfacing strategy aims to utilise

our core products, enhancing margins

within a conservative risk proﬁle.

Market reach extended

We have built a strong reputation for

quality and reliability, providing repeat

services to national, state and county

customers through our own regional

surfacing businesses and tier one

contracting partners.

Airﬁeld surfacing is a highly

specialised market where we have

rapidly established a robust position in

the UK and RoI, supplying commercial

and defence infrastructure.

Growing our surfacing business

enhances our routes to market

Reliable and trusted partner

Airﬁeld infrastructure requires highly

specialised materials delivered with

precision. We have built a reputation for

quality and reliability in the commercial

and military airﬁeld sector where we

have enhanced our capability with

investment in our mobile asphalt plant.

In 2025, Ireland maintained commercial

airﬁelds at Dublin and Belfast airports.

In GB we completed the resurfacing at

RAF Leeming and commenced high-

value material supply from Wickwar

and Leaton to upcoming airﬁeld projects.

airﬁeld asphalt supplied or laid in 2025

Strategic report

Governance

Financial statements

Additional information

What we do

Generating cash

What sets us apart

Business model

Strong and agile balance sheet

provides strategic ﬂexibility

Highly cash generative

Our business model is highly cash

generative, rapidly converting revenue

and proﬁt into cash.

Aggregates provide a lasting store

of value. Weight generally constrains

the distances travelled economically,

unless rail or barge connections

are available.

Asphalt and ready-mixed concrete

are made and delivered locally to

order on the day of manufacture;

product characteristics require

material deployment within a deﬁned

timeframe.

Supplying downstream products and

services pulls high-value aggregates

and cement through from the quarry

to the customer.

Cash collection is eﬃcient, quickly

converting revenue to cash.

Our balanced portfolio of assets and

services delivers a blended operating

margin and return on invested capital.

Upstream mineral products deliver a

high operating margin. However, the

capital-intensive nature of the assets

impacts the return on invested capital.

Downstream services have lower

capital requirements and deliver

higher returns on invested capital.

Our thoughtful capital allocation

approach balances returns generated

by our asset portfolio.

Deploying capital

We deploy our capital responsibly,

maintaining strategic optionality.

Investment for growth

Capital investment is evaluated for both

maintenance and growth objectives and

all opportunities are considered through

a sustainability lens.

We invest in replenishing our mineral

reserves and resources and extending

our quarry assets where possible.

Our assets operate in harsh and

abrasive environments and we

invest proactively through the cycle

to maintain and upgrade our

capital equipment.

Financing Breedon’s future

Capital deployment is balanced to

maintain strategic optionality and

maximise return on invested capital.

Breedon has an excellent track record

of rapidly reducing leverage following

acquisitions.

Our increased dividend for the year

exceeded our target payout ratio of

40% of Adjusted Underlying Basic EPS.

Breedon Group plc

Annual Report and Accounts 2025

What we do

Generating cash

What sets us apart

Business model

Diﬀerentiators: our local assets,

our people and investment

Our assets

Opening a new quarry or cement plant

is challenging. Consequently, our asset-

backed model allows us to maintain our

strong position in the market.

Securing incremental permits and

contiguous parcels of land to existing

quarries is a key element of our

strategy.

Our investment strategy

Our thoughtful approach to capital

allocation has delivered a balanced

growth proﬁle where M&A and organic

expansion have contributed evenly.

Since we began trading as Breedon,

we have acquired and integrated 31

businesses, where we have a strong

track record of improving operations

and proﬁtability.

Disciplined capital investment ensures

our assets are well maintained and

incorporate the latest innovations.

Our people

Our ﬁrst-class team is at the heart of our

business and is one of our greatest assets.

We have an entrepreneurial,

empowered and engaged workforce.

Our colleagues have deep and long-

standing local relationships and are

connected to their communities,

which is key to our licence to operate.

Our brand

Breedon has become a top ﬁve heavyside

construction materials provider in GB

and RoI in just over a decade. Our brand

has gained prominence with a reputation

for quality of product and reliability of

service. Our Net Promoter Scores (NPS)

recognise our services as extremely

good. Our brands in the US are known for

their quality and reliability.

Our reputation

as an asset owner

Our reputation as a good owner and

acquirer of assets beneﬁts our M&A

pipeline which is populated with family-

run operations for whom this is an

important consideration.

Strategic report

Governance

Financial statements

Additional information

Decisive strategic execution,

adapting to market conditions

In 2025, our focus on decisive strategic

execution combined with operating and

ﬁnancial discipline, ensured we delivered

a further year of revenue and Underlying

EBITDA growth, together with excellent

cash generation, despite challenging

market conditions and political uncertainty.

On a like-for-like basis, revenue and

Underlying EBITDA declined modestly.

From 1 July 2025 we simpliﬁed our

management structure, moving to a

country-based model that reﬂects the

operating proﬁle of the Group. This

development will enable our teams to

respond rapidly in each of our diﬀerent

markets, allowing us to access internal

eﬃciencies and provide our customers

with an improved level of service.

In a testing year, our ﬁrst-class team

exempliﬁed our values, enhanced the

operating eﬃciency of our business,

retained their focus and maintained

an industry-leading level of colleague

engagement. Thanks to their diligence and

commitment we enter 2026 as a better,

stronger business across all our divisions.

Year-on-year growth

in Underlying EBITDA

Each of our three divisions had to contend

with headwinds in their respective

geographies during 2025.

Subdued demand, particularly in the

housebuilding sector, combined with

political and ﬁscal disruption, led to the

fourth consecutive year of declining

volumes in GB with supplied ready-mixed

concrete volumes at their lowest levels

since 1963.

In Ireland, while the market in RoI has

continued to expand, our business was

impacted by the deferral of two major

infrastructure projects. In the US the

residential market remained challenging

while extreme weather conditions in the ﬁrst

half of the year disrupted normal seasonal

work patterns for our customers.

Decisive execution of our strategy by the

team ensured our initiatives gained rapid

traction and enabled us to deliver a further

year of growth in Underlying EBITDA.

We expanded and diversiﬁed our US

business through the acquisition of

Lionmark, completed three bolt-on

transactions in GB and Ireland, and

announced the acquisition of Booth Precast

Products Limited (Booth) towards the end

of the year.

A better, stronger

business, primed

and ready for

further growth.

Rob Wood

Chief Executive Oﬃcer

Chief Executive Oﬃcer’s review and outlook

Breedon Group plc

Annual Report and Accounts 2025

The integration of Lionmark into our US

business is now substantially complete

and we are ahead of schedule in the

development of our US platform. We are

encouraged by the prospects for our

enlarged US business with a healthy pipeline

of potential M&A and opportunities for

further vertical integration.

We enhanced the eﬃciency of our

operations through targeted self-help

programmes, and continued to invest in

each of our platforms. As importantly, we

have degeared rapidly since the half year,

achieving our best post-Covid Free Cash

Flow performance and demonstrating

yet again the strong cash generation

characteristics of our businesses.

Peak Cluster shareholder

agreement

The Peak Cluster shareholder agreement

represents a signiﬁcant step towards

the ultimate goal of decarbonising 40%

of the UK’s cement and lime industry

through carbon capture and storage.

The agreement provides the ﬁnancing for

the planning of all aspects of the project,

as well as the FEED for the pipeline, with a

signiﬁcant cornerstone equity investment

of £28.6m secured from the National

Wealth Fund.

In parallel, we will now commence FEED on

the Hope carbon capture plant. Across Peak

Cluster and related projects, we expect to

invest over £20m over the next three years

in advance of a Final Investment Decision.

Underlying EBITDA

(2024: £270m)

£279m

Revenue

(2024: £1,576m)

£1,714m

Statutory Basic earnings

per share (2024: 28.1p)

24.2p

Statutory Group proﬁt from

operations (2024: £149.6m)

£134.8m

Enabling material handling,

transfer across site, and storage.

Bringing low emission secondary

materials in by rail.

In 2025 the ARM project was

commissioned at Hope.

Investing in our future

Chief Executive Oﬃcer’s review and outlook

Strategic report

Governance

Financial statements

Additional information

Outlook

Construction market indicators in the

UK continued to be subdued. Although

there are signs that markets are stabilising,

the backdrop remains dynamic. While

changes to planning regulations are helpful,

we believe meaningful recovery in UK

residential markets will only be seen if there

is appropriate demand stimulus put in place.

The outlook in RoI is very encouraging;

net immigration and increasing levels

of household formation are driving the

need for investment in housing and

infrastructure. Funding for this necessary

investment of €275m over the coming

decade has been allocated in the NDP and

is supported by strong economic growth,

a budget surplus and is accompanied by

enabling legislation.

Infrastructure spending plans in the US

Midwest are supportive, underpinned

by both state and federal funding

programmes. The outlook for residential

housebuilding is less certain with

aﬀordability challenges leading to a

subdued market.

While it is still early in the year, weather

patterns in the US Midwest in the ﬁrst two

months of 2026 have been more normal

than those experienced in 2025 and the US

business has traded encouragingly in the

year to date.

In 2026 we will stay focused on operational

and commercial excellence programmes.

We continue to see sustained higher

levels of enquiries across our businesses,

particularly in infrastructure where

investment in transport, energy and water

sectors is well-funded.

Executing targeted bolt-on M&A across

all our geographies remains a key strategic

objective and we have an active pipeline

of opportunities.

Through-cycle organic investment is central

to our capital allocation philosophy and,

enabled by our strong cash generation

and ﬂexible balance sheet, we will continue

to invest in our assets, operations and the

Breedon team, ensuring we are primed

and ready for when our end-markets

resume growth.

Rob Wood

Chief Executive Oﬃcer

11 March 2026

British Cement Advocacy

As a leading provider of cement in GB

and the largest British-based domestic

manufacturer we have campaigned

alongside the MPA to raise the proﬁle of this

foundation industry and advocate for its key

role in our national security and economic

prosperity, supporting British jobs, supply

chains and decarbonisation.

During 2025 we escalated our

parliamentary engagement campaign,

highlighting risks to the industry, including

uneven carbon regulation, high energy

prices, rising labour costs and the increasing

ﬂow of imports.

We are advocating for signiﬁcant

Government intervention; our policy asks

include establishing a robust Carbon Border

Adjustment Mechanism (CBAM), addressing

the wider competitiveness challenges,

accelerating support for carbon capture

technologies, and promoting domestically

produced cement in public procurement.

We will continue our engagement

throughout 2026 as we strongly encourage

the Government and our customers to

“Back British Cement”.

Chief Executive Oﬃcer’s review and outlook

Breedon Group plc

Annual Report and Accounts 2025

People

Finance

Sustainability

In 2025 we implemented our evolved

strategy, Breedon 3.0, in which we

committed to Expand and Improve

the Group, with strategic actions

viewed through the lenses of People,

Sustainability and Finance.

Prioritising proﬁtable growth has

enabled us to deliver another year

of meaningful strategic progress.

The changes we have made to the

Group’s management structure have

simpliﬁed the business still further and

will allow us to respond rapidly in each

of our diﬀerent markets.

Strategic execution

delivered further

progress in 2025

Breedon is a consolidator and value adding

M&A is a key component of our strategy

Replenishing minerals, unlocking

eﬃciencies, driving innovation

Our strategy

Breedon 3.0

Strategic report

Governance

Financial statements

Additional information

Our strategy

Breedon 3.0

Complementary M&A is at the

heart of our proﬁtable growth

strategy. Since formation we have

built three vertically-integrated

platforms in GB, Ireland and the

US, unlocking value in the process.

Our ambition in the next decade

is to grow the US business to be

as large as the GB and Ireland

businesses combined.

US – Lionmark

The most notable transaction in 2025 was

the acquisition of Lionmark, a provider

of asphalt and surfacing solutions with

activities in Missouri and the surrounding

states, for an enterprise value of US$238m.

In combining BMC with Lionmark,

we have diversiﬁed the US business,

rebalanced the US proﬁle towards the

well-funded infrastructure market,

and enhanced our ability to participate

in major projects, such as the I-70 highway

improvement programme.

This successful integration means we are

ahead of schedule in the development

of our US platform and our focus is now

on identifying complementary bolt-on

transactions as we develop our business

across the US Midwest.

GB and Ireland

Across GB and Ireland we completed

three bolt-on acquisitions that each give

opportunities for vertical integration of our

upstream aggregate and cement products.

Towards the end of the year we announced

the acquisition of Booth, based in County

Laois, which brings sand and gravel mineral

reserves within reach of the strategically

important Dublin market.

Disposals

Proactive management of our portfolio

is a key element of our capital allocation

framework and during the year we disposed

of, closed or mothballed 21 surplus sites across

the Group and exited our non-core Irish

streetlighting business.

Breedon Group plc

Annual Report and Accounts 2025

By bringing the assets we

acquire onto our platforms we

can unlock eﬃciencies, drive

innovation and provide our

customers with a reliable and

trusted supply chain partner.

Our strategy

Breedon 3.0

Enhancing eﬃciency

Enhancing the eﬃciency of our operations

is central to our day-to-day activities with

our core aim being to maximise the value

of every tonne of material we quarry.

We operate proactive programmes of

operational and commercial excellence

coupled with targeted investment to unlock

eﬃciencies and promote future growth.

Self-help delivered material

savings

In response to the challenging markets,

our operational excellence initiatives

delivered over £20m of savings through

a number of initiatives. Procurement and

distribution cost savings, headcount

reductions, disposal of surplus carbon

credits and further operational eﬃciencies

including greater use of alternative fuels,

delivered the majority of savings.

Replenishing our

mineral asset base

The replenishment and extension of our

mineral reserves and resources is a critical

component of Breedon’s investment case.

Our mineral asset base, which provides a

valuable store of incumbent value and is

the lifeblood of future growth, has grown

materially in the past three years.

Our Land & Minerals teams are skilled

at navigating the complex processes of

planning and permitting. In 2025 they

replenished our mineral asset base, securing

planning for an incremental 29 million

tonnes of mineral with an additional 129

million tonnes of prospects at various stages

of the planning and approval process.

Strategic report

Governance

Financial statements

Additional information

Our strategy

Breedon 3.0

Sustainability

Our sustainability strategy is well-

established and embedded, with delivery

groups taking ownership at site level across

the business.

Core to this element of our strategy is

the disclosure and transparency of our

performance. In 2025 we implemented

a simple-to-use data capture platform,

Enablon, allowing us to gather data in real-

time, enhancing performance, data quality,

risk management and compliance.

During the year, our US business was

incorporated into our Science Based

Targets Initiative (SBTi) disclosure for the

ﬁrst time and we continued to make good

progress towards our 2030 targets:

We reduced our combined gross scope

1 and 2 GHG emissions, and scope 3

emissions from purchased clinker and

cement by 7% and we remain on track

to meet our 2030 carbon emission

People

Since establishing our US platform we

have recruited a high-quality safety team,

upgraded personal protective equipment

for all colleagues, as well as setting

minimum standards for guarding, signage

and site design. We have also invested in a

mobile driving simulator to assist with the

education and training of our US driver

colleagues and have seen a signiﬁcant

reduction in the number of truck rollovers.

In 2025 we improved our wellbeing

oﬀering to our colleagues, upgrading our

occupational health and beneﬁts platform

across GB and Ireland, implementing

a ‘Digital GP’ and delivering a ‘Winter

Wellness’ campaign.

Investment in our colleagues continues

and during the year we expanded our

management training programme across

the Group. We reinvigorated our early

careers pathway, welcoming 56 apprentices

(2024: 40) to a refreshed programme and

have established a Breedon Women’s

Network to provide mentoring and career

progression opportunities for our female

colleagues.

The success of our People strategy was

captured in our latest engagement survey.

While the response rate of 70% (2024: 75%)

was lower year-on-year, engagement

remained high at 77% (2024: 78%).

People

»76

reduction target. Taking into account the

establishment of our US platform, our

SBTi target was re-baselined in 2025.

To date we have delivered over £130m

towards our commitment to deliver

£500m of cumulative social value by

2030, investing in community sports

and recreation assets, donating laptops

to local schools, raising road safety

awareness and contributing over

6,700 volunteering hours.

We increased the contribution of

Breedon Balance products to 39% of

sales, increasing the use of recycled

asphalt planings (RAP), the use of

lower embedded carbon CEM II ready-

mixed concrete blends, and the use of

CarbonCure™ concrete in the US.

Our sustainability progress was recognised

with a CDP rating of A- for Climate Change

while Water Security was upgraded to B

(2024: B-). Our MSCI ESG score improved to

AAA (2024: AA), which places us in the top

decile of the MSCI All Countries World Index

construction materials industry.

Sustainability

»62

Our people are critical to the success

of our business and in 2025 our team

expanded once again with the addition

of c.400 Lionmark colleagues. The move

to a country-based operating model has

been well received and brings greater

opportunities for progression across both

our GB and Ireland businesses.

Ensuring our colleagues go Home Safe and

Well each day remains our highest priority.

While the lost time injury frequency rate

was broadly ﬂat in 2025 at 3.4 per million

hours worked (2024: 3.3), lost time injuries

were generally of a minor nature. Proactive

safety activity increased substantially in

2025, supported by higher levels of safety

observations, task audits and Visible Felt

Leadership visits.

Demonstrating our absolute commitment

to keeping our colleagues safe requires

visible investment, particularly in the period

immediately following acquisition.

Breedon Group plc

Annual Report and Accounts 2025

A ﬁnancial framework

to underpin our growth

Financial metrics aligned

to our strategy

3–5 years

Cash ﬂow

Financial discipline

Returns

FCF generation

Covenant Leverage

ROIC

Growth

Revenue

Outperforms our market

>45% FCF generation

1x–2x

>10%

Dividend

Payout ratio

40%

Underlying EBITDA margin

17.5%–20.5%

Proﬁtability

Delivering

Breedon 3.0

Our strategy

Breedon 3.0

Finance

To maintain a strong and ﬂexible balance

sheet, capital allocation is viewed through

the lens of our disciplined ﬁnancial

framework and our performance is

measured against a suite of ﬁnancial metrics.

Our strategy has considerable optionality,

providing multiple routes to maximise

proﬁtable growth. Through-cycle

investment to sustain long-term growth

is a key diﬀerentiator for Breedon and

during the period we again invested ahead

of depreciation.

Financial review

»44

Strategic report

Governance

Financial statements

Additional information

Uncertain economic landscape

Enquiry levels remained elevated

throughout the year as customers

maintained a readiness to proceed with

construction activities. However, orders

were impacted as fragile business

conﬁdence and the uncertain political

and economic backdrop delayed

project starts.

Subdued end-markets

Residential housebuilding was subdued,

particularly in the second half. The timing of

the government’s Autumn Budget impacted

activity as aﬀordability concerns aﬀected

demand. Reform to the UK planning system

is a welcome development, however, this will

take time to have a meaningful impact and

residential planning approvals in England hit

a record low during 2025.

Infrastructure activity was stable. Work on

HS2 is now passing its peak while activity

on other major projects, such as Sizewell

C and modular nuclear, remain in the

early stages. The interrupted transition

to Road Investment Strategy 3 held back

highways spending in England and Wales.

However, additional funding was directed

to pot-hole repair and in Scotland activity

on the major trunk road frameworks

regained momentum.

Products

Aggregates volume

million tonnes

Asphalt volume

million tonnes

Ready-mixed concrete volume

million m

Surfacing Revenue

£m

Great Britain

The GB business delivered a robust

outcome in challenging markets.

Although materials volumes

experienced a fourth consecutive

year of decline, Underlying EBITDA

margins were broadly maintained.

Highlights

Subdued end markets; construction

activity was impacted by the uncertain

political and economic backdrop in 2025

Country-based operating model;

combining the materials, products,

cement and surfacing operations to

access eﬃciencies

Self-help delivered; Underlying EBITDA

margins broadly maintained through

operational and commercial excellence

Revenue

(3)%

Underlying EBITDA

(4)%

£1,116.1m

£185.2m

2023

2024

2025

20.6

21.2

22.2

23.2

25.7

2022

2021

2023

2024

2025

2.8

2.7

2.8

3.0

2022

2021

2023

2024

2025

2.2

2.4

2.8

2.9

3.0

2022

2021

2023

2024

2025

210.9

199.5

178.0

143.4

105.0

2022

2021

Operating reviews

Great Britain

Breedon Group plc

Annual Report and Accounts 2025

Financials

These divergent dynamics were evident

in the organic sales of our products.

Aggregate volumes declined 3%. Asphalt

volumes, which are more exposed to

infrastructure, grew 1% while ready-mixed

concrete volumes, which are predominantly

exposed to housebuilding, declined 9%.

Following four years of declining volumes,

pricing came under pressure as the year

progressed. Consequently, revenue

declined 3% to £1,116.1m (2024: £1,155.8m)

or 4% on a like-for-like basis.

Operational excellence

We now have a uniﬁed operating model

in GB, combining the materials, products,

cement and surfacing operations under a

single leadership team. This has enabled

our teams to streamline communication

and decision-making, and access further

internal eﬃciencies while improving

customer service.

Our operational excellence programme

delivered material eﬃciency savings during

the year. The impact of rising National

Insurance costs were oﬀset by workforce

changes and targeted procurement savings.

Our GB cement team sustained a high

level of performance, delivering planned

maintenance at our Hope Cement kilns

on time and on budget. Plant reliability

improved to 97% (2024: 95%) and we

achieved 39% fossil fuel replacement,

a record level for Hope (2024: 35%).

Our proportion of cement sales from lower

embedded carbon CEM II in the GB market

increased to 35% (2024: 25%).

Scaling appropriately

We adapted to the soft trading

conditions, reviewing the GB footprint

and closing or mothballing a number

of sites. We extended our southern

boundary through bolt-on acquisitions

of two ready-mixed concrete providers;

Tor Multimix, acquired in March, serves

Glastonbury and the surrounding areas,

and Hardcrete, acquired in November,

strengthens our position north of London.

Taken together, our strategic actions

and excellence programmes delivered

Underlying EBITDA of £185.2m, a decline

of 4% or 5% on an organic basis, and

broadly maintained our Underlying

EBITDA margin of 16.6% (2024: 16.7%).

Outlook

In 2026 infrastructure activity is expected

to beneﬁt from progress on a number

of regulated frameworks. In addition

the Accelerated Strategic Transmission

Investment framework will mobilise towards

the UK’s 50GW oﬀshore wind goal.

Residential housebuilding demand in

GB is expected to remain constrained

by aﬀordability. While planning reforms

are welcome and underway, regulation

and rising input costs have increasingly

impacted the viability of new sites.

Although construction market sentiment

indicators in the UK continue to be subdued,

there are signs the market is stabilising

and the backdrop remains dynamic.

We continue to navigate the environment

eﬀectively and have secured positions

on high-proﬁle projects including the

upgrade and resurfacing of the A47 and

we are well placed to beneﬁt when the

market resumes growth.

Revenue

£m

Underlying EBITDA

£m

Underlying EBITDA margin

2023

2024

2025

1,116.1

1,155.8

1,200.3

1,122.0

965.3

2022

2021

2023

2024

2025

185.2

192.7

201.4

192.1

174.9

2022

2021

2023

2024

2025

16.6

16.7

16.8

17.1

18.1

2022

2021

Operating reviews

Great Britain

Strategic report

Governance

Financial statements

Additional information

Ireland

Products

Good performance

in tough markets

In RoI, while end-market demand

remained robust in the year, infrastructure

development continued to lag the pace of

domestic economic growth.

Our business concluded 2025 positively,

undertaking surfacing on high-proﬁle

projects including Dublin airport and

commencing activity on the delayed

Adare Bypass enabling works. The NDP

and the associated enabling legislation

means that the outlook for the RoI market is

very encouraging.

In NI, where construction is primarily

driven by central government spending,

construction activity was more muted

and the A5 upgrade project was paused

indeﬁnitely following a ruling from the High

Court which is under appeal.

Over the year Ireland aggregate volumes

declined 2%, ready-mixed concrete volumes

increased 4% and asphalt volumes grew 5%.

Revenue declined 2% on a reported and like-

for-like basis, reﬂecting the broadly stable

volumes and mix of pricing.

Ireland

The team in Ireland delivered a

resilient performance during 2025

with revenue strengthening as we

moved through the year.

Highlights

Resilient performance; while project

delays impacted 2025, activity levels in

RoI concluded the year positively

Mineral reserves and resources

expanded; reactivating further quarries

in RoI and increasing vertical integration

Country-based operating model;

bringing together the strengths of the

division, unifying brand and enhancing

customer service

Revenue

(2)%

Underlying EBITDA

(7)%

£291.6m

£64.3m

Surfacing Revenue

£m

2023

2024

2025

132.0

126.5

139.0

144.2

159.0

2022

2021

Aggregates volume

million tonnes

Asphalt volume

million tonnes

Ready-mixed concrete volume

million m

2023

2024

2025

3.8

3.9

3.5

3.2

3.5

2022

2021

2023

2024

2025

1.0

0.9

1.0

1.1

2022

2021

2023

2024

2025

0.2

2022

2021

Operating reviews

Ireland

Breedon Group plc

Annual Report and Accounts 2025

Ireland

Financials

Underlying EBITDA reduced by 7% to

£64.3m (2024: £68.9m) reﬂecting the

mix-shift towards downstream products

together with the exit from our non-core

NI streetlighting business. While the

Underlying EBITDA margin declined

slightly in the year, it remains structurally

higher than in the recent past.

Strategic focus

We reactivated Spink quarry, our ninth

in RoI, and secured planning to proceed

with the reactivation of Sligo quarry in

2026. As a result, our Ireland business has

expanded mineral reserves and resources

three-fold since acquisition in 2018 as we

continued to increase vertical integration.

During the year we made signiﬁcant

progress towards expanding our presence

in the Dublin market. In addition to

announcing the acquisition of Booth, we

secured planning for a new ready-mixed

concrete plant in Dublin and permission to

upgrade our asphalt plant at Ballycoolin.

Our Kinnegad Cement plant, where lower

embedded carbon CEM II now accounts

for 67% of cement sales (2024: 59%),

maintained its high performance,

achieving 95% reliability (2024: 94%)

while on average replacing 82% of fossil

fuels with low carbon alternative fuels.

The solar farm was completed and

commissioned during the year. On

occasion, when conditions allowed, we

were able to run the plant with zero carbon

electricity and achieve 100% alternative

kiln fuel substitution.

In addition, the new Kinnegad bagging

plant was successfully commissioned

in the second half, further enhancing

our market position with a lower carbon

footprint product.

During the period the Ireland team

realigned the business to the country-

based operating model, bringing together

the strengths of the materials, surfacing

and cement products, providing our

customers in Ireland with a uniﬁed brand

and enhanced service.

Revenue

£m

Underlying EBITDA

£m

Underlying EBITDA margin

2023

2024

2025

291.6

297.6

302.1

286.9

277.7

2022

2021

2023

2024

2025

64.3

68.9

57.6

58.0

52.4

2022

2021

2023

2024

2025

22.1

23.2

19.1

20.2

18.9

2022

2021

Outlook

The revised NDP committed to a record

level of capital investment in RoI of €275bn

over the coming decade to improve water,

energy and transport infrastructure and

accelerate housing delivery. Indicative

of the legislature’s commitment to

accelerate construction activity, reforms

are underway to balance the priorities of

the planning process, simplify regulation

and reduce the administrative burden of

construction development.

The outlook for our Ireland business is

positive. While economic growth in NI is

expected to remain subdued, the outlook

for RoI is encouraging. Enabling works

have commenced on the Adare Bypass

and we are well positioned to beneﬁt as

the NDP takes eﬀect. Our M&A pipeline is

active and we continue to pursue further

opportunities to access the Dublin market.

Operating reviews

Ireland

Strategic report

Governance

Financial statements

Additional information

Products

Surfacing Revenue

£m

2023

2024

2025

161.5

2022

2021

Further development of our

third platform

We added asphalt and surfacing capability,

diversifying our product portfolio and

balancing our end-market exposure in the

US towards infrastructure.

Robust end-markets

The infrastructure market in the Midwest

was robust during the period as state and

federal funding continued to support

activity. We secured a strong position on

sections of the I-70 highway improvement

programme which we are optimally

positioned to serve due to quarry and

plant location.

Activity more broadly was impacted by

the uncertain political and economic

backdrop. Residential housebuilding in

particular remained subdued, impacted

by aﬀordability constraints and the

dampening eﬀect of locked-in long-term

and low-rate mortgages.

United States

The acquisition of Lionmark

established our leading position as

a vertically-integrated construction

materials supplier in Missouri.

Highlights

Balanced third platform established;

product portfolio diversiﬁed and end-

market exposure balanced towards

infrastructure

Strong growth in aggregates; well-

positioned on major projects, vertical

integration increased, pricing power

maintained

Integration progressing as planned;

on track to deliver targeted synergies,

improving safety through innovation

Revenue

139%

Underlying EBITDA

73%

£316.1m

£42.8m

Aggregates volume

million tonnes

Asphalt volume

million tonnes

Ready-mixed concrete volume

million m

2023

2024

2025

3.7

2.2

2022

2021

2023

2024

2025

0.3

2022

2021

2023

2024

2025

0.7

0.6

2022

2021

Operating reviews

United States

Breedon Group plc

Annual Report and Accounts 2025

Financials

In addition to market dynamics, Missouri

experienced extreme adverse weather

patterns in the ﬁrst half, disrupting our

customers’ activity on site for extended

periods. During January and February,

St Louis recorded 31 days where average

temperatures were below freezing

(2024: 9 days) while April 2025 was the

wettest month in over 100 years.

Growing proﬁtability

Aggregates volumes increased 65%, or

9% on a like-for-like basis, beneﬁtting from

greater vertical-integration and greater

quarry throughput. Ready-mixed concrete

volumes grew 11% or 4% like-for-like while we

recorded our ﬁrst asphalt volumes in 2025.

Pricing for aggregates was positive with

broadly stable asphalt and ready-mixed

concrete pricing.

Underlying EBITDA increased 73% to

£42.8m (2024: £24.8m) while Underlying

EBITDA margin decreased to 13.5%

(2024: 18.7%), reﬂecting the combination

of adverse weather conditions in the ﬁrst

half and the inclusion of the lower margin

asphalt and surfacing revenues for the

ﬁrst time. On an organic basis, Breedon US

recorded an Underlying EBITDA margin

of 17.2% (2024: 18.7%) and Underlying

EBITDA was ﬂat.

Lionmark integration

substantially complete

The integration of Lionmark into our US

business is now substantially complete

and we are on track to deliver the synergy

beneﬁts outlined at the time of acquisition.

Across our US business we continue to

align culture with that of the rest of the

Group, investing further in health and safety

outcomes as well as communicating the

Breedon values to our US colleagues.

Outlook

In the US, infrastructure spending plans

are supportive, underpinned by both

state and federal funding programmes.

While the replacement for the IIJA funding

programme will be authorised in autumn

2026, c.30% of the current programme

is yet to be allocated and c.60% is yet to

be spent. In addition, state funding for

roads and bridges in Missouri has grown

to record levels.

The outlook for residential housebuilding

in the US is less certain with aﬀordability

challenges leading to a subdued

housing market.

While it is still early in the year, weather

patterns in the Midwest in the ﬁrst two

months of 2026 have been more normal

than those experienced in 2025 and the

business has traded encouragingly in the

year to date.

With the acquisition of Lionmark we are

ahead of schedule in the development of

our US platform and now have a similar

balance of end-market exposure to our

other geographies. Complementary M&A

will remain a key component of our growth

strategy and we have an active pipeline of

exciting opportunities.

Revenue

£m

Underlying EBITDA

£m

Underlying EBITDA margin

2023

2024

2025

316.1

132.5

2022

2021

2023

2024

2025

42.8

24.8

2022

2021

2023

2024

2025

13.5

18.7

2022

2021

Operating reviews

United States

Strategic report

Governance

Financial statements

Additional information

Link

2021

2022

2023

2024

2025

1,713.8

1,576.3

1,487.5

1,396.3

1,232.5

2021

2022

2023

2024

2025

16.3

17.1

16.3

16.8

17.4

2021

2022

2023

2024

2025

31.8

34.4

34.0

35.4

29.9

2021

2022

2023

2024

2025

15.0

14.5

13.5

10.5

8.0

2021

2022

2023

2024

2025

1.8

1.4

0.5

0.7

0.8

2021

2022

2023

2024

2025

7.8

9.0

9.9

10.8

9.5

2021

2022

2023

2024

2025

Revenue

£m

This metric tracks the Group’s top-line

growth.

Group revenue increased by 9%, assisted

by the acquisition of Lionmark and a

full year contribution from BMC. On a

like-for-like basis, revenue declined by

3%, primarily due to lower volumes in GB,

partially oﬀset by growth in the US.

Why we chose this measure

How we performed

Underlying

EBITDA margin

This metric tracks Underlying EBITDA as

a percentage of revenue and illustrates

operating proﬁtability relative to revenue.

Underlying EBITDA margin reduced to

16.3% (2024: 17.1%), reﬂecting a further

year of lower volumes and the margin

proﬁle of the newly acquired Lionmark

business.

Directors’ Remuneration report

»132

Considered by the Remuneration

Committee as part of determining the

annual bonus

Impacts vesting levels of our longer-term

performance share plans

Links to remuneration

Financial

Our ﬁnancial KPIs are used to measure

progress against our strategy and act

as risk monitors.

Following the change made in 2024 to

make Underlying EBITDA our primary

measure of operating performance, we now

report Underlying EBITDA margin rather

than Underlying EBIT margin. There have

been no other changes to either the metrics

used as ﬁnancial KPIs, or the calculation

methodology during the current year,

although historic earnings and dividend

per share measures have been restated

for the impact of the 5:1 share consolidation

undertaken during 2023.

Where a ﬁnancial KPI is a non-statutory

measure of performance, a reconciliation

to the most directly related statutory

measure is provided in note 27 to the

consolidated ﬁnancial statements.

Adjusted

Underlying

Basic EPS*

pence

Dividend

per share*

pence

This metric tracks changes in

adjusted Underlying Basic EPS

attributable to our shareholders.

Adjusted Underlying Basic EPS decreased

to 31.8p from 34.4p in 2024, reﬂecting

lower proﬁtability together with increased

interest and amortisation charges.

This metric tracks cash returned to

shareholders through dividends.

Dividend per share has increased by 3%.

This represents a payout ratio of 47%,

slightly ahead of our through the cycle

guidance of 40%.

Covenant

Leverage

times

Return on

Invested Capital

Free Cash Flow

conversion

This is a key credit metric for our providers of

debt ﬁnance and determines the margin

payable on our Revolving Credit Facility.

Covenant Leverage increased to 1.8x, well

within our target range of 1x to 2x and

driven by increased levels of debt used to

fund the acquisition of Lionmark.

This metric tracks how well the

Group generates returns in relation

to the average capital invested.

Post-tax ROIC was lower in 2025 at 7.8%

(2024: 9.0%). ROIC was impacted by short

term dilution from Lionmark and levels

of proﬁtability across the Group coupled

with through-cycle investment to facilitate

growth as markets recover.

This metric tracks the conversion of

Underlying EBITDA into Free Cash Flow,

which is a key indicator that

the Group is able to generate

suﬃcient cash to support its

capital allocation priorities.

Free Cash Flow conversion increased

for the third successive year, from 42%

in 2024 to 48% in 2025, ahead of our

medium-term target of 45% supported by

disciplined working capital management

and lower capital expenditure.

Earnings and Dividend per share measures have been restated in 2021, 2022 and 2023 to reﬂect the impact of the 5:1 share consolidation that was undertaken.

Key performance indicators

Breedon Group plc

Annual Report and Accounts 2025

Link

2021

2022

2023

2024

2025

3.4

3.3

3.5

3.1

2021

2022

2023

2024

2025

18.5

17.7

17.0

17.2

19.8

2021

2022

2023

2024

2025

1.5

1.4

1.0

2021

2022

2023

2024

2025

0.9

1.0

1.1

1.3

1.6

2021

2022

2023

2024

2025

19%

13%

2021

2022

2023

2024

2025

134.5

2021

2022

2023

2024

2025

39%

Non-ﬁnancial

and sustainability

Directors’ Remuneration report

»132

Our non-ﬁnancial and sustainability KPIs

are used to measure progress against our

strategy and act as risk monitors.

In line with our upgraded 2030 targets, we

began reporting several new metrics in 2025:

reduction in absolute gross scope 1 and

2 GHG emissions, and scope 3 emissions

from purchased cement and clinker;

generate £500m cumulative social value

by 2030; and

percentage of Group’s manufactured

product revenue from the Breedon

Balance range.

For further information on sustainability,

including progress on our metrics, see our

Sustainability report from page 62 and our

Task Force on Climate-Related Financial

Disclosures (TCFD) report from page 88.

Combined

LTIFR

per million

hours worked (employee

and contractor)

This industry-standard metric tracks

our health and safety performance

covering both colleagues and contractors

working on our behalf. It also allows us to

monitor our performance relative to other

businesses.

While combined LTIFR performance

remains broadly ﬂat, lost time injuries

were generally of a minor nature.

Combined

TIFR

per million

hours worked (employee

and contractor)

Reserves and

resources

billion tonnes

Emissions

intensity –

Revenue

kgCO

e per

£ revenue

This is a wider measure of our health and

safety performance, which indicates the

total injury frequency rate of the Group

across our own colleagues and also the

contractors working on our behalf.

We have seen a 5% increase in the

combined TIFR in 2025 following the

acquisition of the US business.

This metric tracks the level of reserves and

resources available to the Group which is a

key long term store of incumbent value to

the Group.

We increased our asset base to

1.5 billion tonnes, an extra 0.1 billion tonnes

since 2024. At current volumes, this

equates to around 52 years of production.

This is a reporting requirement of the UK

Government’s SECR regime which tracks

our overall carbon intensity and has been

reported by the Group since 2019.

Our total location-based emissions

during the period decreased by 5% when

compared with 2024. The resultant

emissions intensity is 0.9kgCO

e/£

revenue, a reduction of 10% in comparison

to 2024.

Emissions

reduction*

absolute reduction in

scope 1, 2 and 3 emissions

(purchased cement only)

from 2022 baseline

Social value

generated

cumulative £m

Breedon

Balance sales

revenue

% of total manufactured

product revenue

This tracks our progress towards our SBTi

target to reduce our absolute gross Scope

1, 2 and Scope 3 GHG emissions from

purchased clinker and cement by 23.3%

by 2030 from a 2022 base year.

We have made good progress towards

our near-term SBTi target, achieving

a 19% reduction against the re-baselined

2022 levels.

This is a key measure of social value

generated by the Group and aligns with

our 2030 target to generate £500m

cumulative social value by 2030.

During the year we aligned with the

Thrive Impact Evaluation Standard,

issued guidance and began systematically

capturing Group-wide activity data.

In 2025 we generated £134.5m of

social value.

This tracks our success in increasing

our sales of sustainable products and

aligns with our 2030 target to achieve

50% of the Group’s revenue across the

manufactured product portfolio from the

Breedon Balance range.

Breedon Balance sales for all

manufactured products in the Group

was at 39% in 2025.

Why we chose this measure

How we performed

Introduced in 2025, related to our upgraded sustainability targets.

Key performance indicators

Links to remuneration

Considered by the Remuneration Committee

as part of determining the annual bonus

Impacts vesting levels of our longer-term

performance share plans

Strategic report

Governance

Financial statements

Additional information

Chief Financial Oﬃcer’s review

Revenue and Underlying EBITDA

2025

2024

Revenue

£m

Underlying

EBITDA

£m

Revenue

£m

Underlying

EBITDA

£m

Great Britain

1,116.1

185.2

1,155.8

192.7

Ireland

291.6

64.3

297.6

68.9

United States

316.1

42.8

132.5

24.8

Central administration

–

(13.5)

–

(16.5)

Eliminations

(10.0)

–

(9.6)

–

Total

1,713.8

278.8

1,576.3

269.9

Underlying EBITDA margin

16.3%

17.1%

Restated to reﬂect the changes from a divisional management structure to a country-based management structure in 2025.

Underlying results are stated before acquisition-related expenses, property gains and losses, redundancy and

reorganisation costs, cement decarbonisation costs, amortisation of acquired intangibles, unamortised banking

arrangement fees (where applicable) and related tax items.

In 2025 Breedon delivered further growth in

Underlying EBITDA together with excellent

cash generation, supported by disciplined

self-help measures, despite challenging

markets in each of the Group’s geographies.

Group revenue for the year increased by 9%

to £1,713.8m (2024: £1,576.3m), assisted by

the acquisition of Lionmark in March 2025

and a full year contribution from BMC. On

a like-for-like basis, revenue declined by

3% (2024: decrease of 5%), primarily due

to lower volumes in GB, partially oﬀset by

growth in the US.

Underlying EBITDA increased by 3% to

£278.8m (2024: £269.9m), supported by

cost discipline and operational excellence

initiatives across the business. Underlying

EBITDA margin reduced to 16.3% (2024:

17.1%), reﬂecting a further year of lower

volumes and the margin proﬁle of the newly

acquired Lionmark business.

Our depreciation and depletion charge

increased to £113.2m (2024: £99.7m) due to

the impact of the acquisitions together with

the major capital projects constructed in

2024 starting to be depreciated.

On a statutory basis, Group proﬁt from

operations of £134.8m decreased by

£14.8m from £149.6m in 2024. The Group

maintained strong operational control

throughout the year, ensuring statutory

performance remained resilient despite

softer market conditions.

Breedon delivered

EBITDA growth and

cash generation

despite challenging

markets.

James Brotherton

Chief Financial Oﬃcer

Breedon Group plc

Annual Report and Accounts 2025

Chief Financial Oﬃcer’s review

Restated segmental reporting

With eﬀect from 1 July 2025, the Group

moved from a divisional structure (Great

Britain, Ireland, United States and Cement)

to a country-based management structure

(Great Britain, Ireland and United States).

Our 2025 results have been reported

under the new country-based structure

with comparative information restated.

A restated ﬁve-year historical ﬁnancial track

record (unaudited) covering 2020 to 2024

may be found on page 208.

Impact of acquisitions

The acquisition of Lionmark for an enterprise

value of US$238m completed in March 2025.

In its ten month period under our ownership

Lionmark contributed £161.4m of revenue

and £21.1m of Underlying EBITDA.

Three bolt-on acquisitions were completed

during the year. The incremental impact of

these together with the acquisitions that

completed in 2024 was a contribution to

revenue of £25.2m and these were broadly

breakeven in the year. Refer to note 25 for

further details.

The acquisition of Booth was announced

before the year end and completed on

27 February 2026. Consequently, there is no

ﬁnancial impact on the Group’s 2025 results.

Joint ventures

Our associate and joint ventures delivered a

strong performance in 2025, with our share

of proﬁt increasing to £4.1m (2024: £3.5m),

with a notable contribution from BEAR

Scotland in the year.

Interest

Finance costs in the year increased to

£29.7m (2024: £25.4m), principally due

to interest payable on the additional debt

drawn to fund the acquisition of Lionmark.

Non-underlying items

Non underlying items totalled £34.9m

(2024: £25.4m). The increase was primarily

driven by higher amortisation of acquired

intangibles following the acquisitions of BMC

and Lionmark. Acquisition-related expenses

were £3.8m, £6.4m lower than the prior year.

Cement decarbonisation costs incurred

were £5.8m, reﬂecting our initial investment

in Peak Cluster and costs of carbon capture

and storage. Redundancy, reorganisation

and other costs rose to £1.6m (2024: £1.3m),

following the divisional restructure. £1.6m

of gains on disposal of property were

recognised as non-underlying during the

year (2024: loss of £0.1m).

Taxation

The Group recorded an Underlying

tax charge of £29.9m (2024: £32.7m)

representing an Underlying eﬀective tax

rate of 21.3% (2024: 21.7%). The impact of

Pillar Two on the Group’s Underlying tax

charge was modest, amounting to £0.1m

(2024: £0.6m).

The statutory tax charge, calculated relative

to statutory proﬁt before tax and inclusive

of deferred tax rate changes, was £21.4m

(2024: £29.1m); equivalent to a statutory

eﬀective tax rate of 20.3% (2024: 23.2%).

The lower statutory eﬀective tax rate is

largely driven by a prior year adjustment

recognising the future deductibility of

acquisition costs for US tax purposes.

Earnings per share

Statutory Basic EPS decreased to 24.2p

(2024: 28.1p) reﬂecting lower proﬁtability

together with increased interest and

amortisation charges. Adjusted Underlying

Basic EPS decreased to 31.8p (2024: 34.4p).

The Group has no signiﬁcant dilutive

instruments, and diluted EPS measures

closely track non-diluted measures for both

the current and prior year.

Return on Invested Capital

Post-tax ROIC was lower in 2025 at 7.8%

(2024: 9.0%). ROIC was impacted by short

term dilution from Lionmark and levels

of proﬁtability across the Group coupled

with through-cycle investment to facilitate

growth as markets recover.

We remain conﬁdent in our ability to

deliver a ROIC ahead of our target of 10%

in the medium term once volumes in our

key markets recover.

Statement of ﬁnancial position

Net assets at 31 December 2025 were

£1,197.2m (2024: £1,170.6m). Increases in

total assets to £2,357.6m (2024: £2,155.1m)

and total liabilities to £1,160.4m (2024:

£984.5m) were mainly driven by the

acquisition of Lionmark.

Impairment review

We completed our annual impairment

review of Cash-Generating Units (CGUs)

containing goodwill and retained headroom

in all three CGUs relative to the carrying

value of our asset base.

In light of GB market conditions, we carried

out additional sensitivities in relation to

the GB CGU and still retained suﬃcient

headroom. Further details on sensitivities to

our key assumptions can be found in note 9.

Strategic report

Governance

Financial statements

Additional information

Chief Financial Oﬃcer’s review

Input cost and hedging strategy

Our strategy in the UK and RoI is to hedge

substantially all energy and carbon

requirements through forward contracts

for at least one year in advance, with further

layered purchases extending into future

years to deliver near-term cost certainty,

particularly for our cement plants. Our

US business does not include a cement

plant and so its energy requirements are

materially lower than the UK and Ireland.

Following a reduction in our near-term

carbon requirements in the UK, we sold

480,000 of surplus UK Carbon Allowances

generating cash proceeds of £27.1m and

realising Underlying EBITDA of £6.0m

which has been recognised in the period.

A proportion of our bitumen requirements

are hedged in the short-term, typically

for those larger contracts where pricing is

agreed up front. Our remaining bitumen

purchases are made at spot as are the

majority of purchases of other fuels.

Year-on-year change in volumes

Aggregates

Asphalt

Concrete

Cement

Free Cash Flow

The Group demonstrated excellent cash

generation during the year with FCF before

major capital investment projects increasing to

£133.2m (2024: £114.1m) – a record post-Covid

performance. FCF conversion improved for

the third successive year to 48%, and is now

ahead of our target of 45%, supported by

disciplined working capital management and

lower capital expenditure.

Net capital expenditure was lower in the

year at £110.5m (2024: £125.6m), reﬂecting

the completion and commissioning of the

major capital projects undertaken in 2024.

Net capital expenditure comprises capital

investments of £120.1m (2024: £131.3m), which

equates to 106% of depreciation (2024: 132%),

oﬀset by £9.6m of proceeds from speciﬁc

asset disposals (2024: £5.7m).

Net Debt

Net Debt increased to £527.3m (2024:

£405.3m), driven primarily by the Lionmark

acquisition. Net Debt includes IFRS 16 lease

liabilities of £46.2m (2024: £48.7m).

At the year end, Covenant Leverage was

better than expectations and was well within

our target range of 1x to 2x at 1.8x (2024: 1.4x),

having reduced by 0.4x from our half year

peak of 2.2x, our largest in-year deleveraging

since 2021.

million tonnes

like-for-like

million tonnes

million m

million tonnes

+3%

+11%

(5)%

vs 2024

+2%

(2)%

(7)%

(5)%

Percentage increase/decrease rates are based on unrounded volume data.

Like-for-like percentages reﬂect reported volumes adjusted for the impact of acquisitions

and disposals.

2023

2024

2025

28.1

27.3

25.7

26.3

29.2

2022

2021

2023

2024

2025

4.1

3.6

3.8

4.1

2022

2021

2023

2024

2025

3.1

3.3

2.9

3.0

3.3

2022

2021

2023

2024

2025

1.9

2.0

2.1

2.2

2.4

2022

2021

Breedon Group plc

Annual Report and Accounts 2025

2025 Net Debt movement

Chief Financial Oﬃcer’s review

Reﬁnancing of

borrowing facilities

During the year, we extended our £400m

Revolving Credit Facility by 12 months

to July 2029. We issued a further €95m

of USPP loan notes taking our total issuance

outstanding under the programme to

c.£330m. These loan notes provide long-

term ﬁnancing at low ﬁxed rates of interest

with an average coupon of between 2%

and 4%. Repayment dates for the USPP

range between 2028 and 2036.

Our borrowing facilities are subject to

leverage and interest cover covenants

which are tested half-yearly, and we

remained fully compliant with all covenants

during the period.

At 31 December 2025 the Group had total

available liquidity in excess of £245m

comprising undrawn borrowing facilities

of over £130m together with cash and cash

equivalents of over £115m.

£ million

In-ﬂow

Out-ﬂow

Free Cash Flow +£133.2 million

Closing

Net Debt

(excluding

IFRS 16)

IFRS 16

Closing

Net Debt

Other

Dividends

paid

Acquisitions

Other

operating

cash ﬂow

Net capital

expenditure

(excluding

major capital

projects)

Tax

Interest

Working

capital and

provisions

Underlying

EBITDA

Opening

Net Debt

Major capital

projects

(405.3)

278.8

(3.8)

(24.5)

(19.0)

(106.3)

8.0

(182.6)

(51.5)

(4.2)

(16.9)

(527.3)

46.2

(481.1)

Free Cash Flow excludes the impact of major capital projects, which comprised the ARM project in Hope and the solar farm in Kinnegad.

Strategic report

Governance

Financial statements

Additional information

Chief Financial Oﬃcer’s review

Dividend

Reﬂecting the Group’s strong cash

generation, the Board intends to

recommend a total dividend of 15.00p

(2024: 14.50p), subject to shareholder

approval at the AGM. This represents a

payout ratio of 47%, slightly ahead of our

through the cycle guidance of 40%. Since

starting to pay a dividend in 2021, we have

declared around £210m of cash dividends

to shareholders.

An interim dividend of 4.75p (2024: 4.50p)

was paid on 7 November 2025 and a ﬁnal

dividend of 10.25p per ordinary share will

be paid on 10 July 2026 to shareholders

who are on the Register of Members at the

close of business on 29 May 2026. The ex-

dividend date is 28 May 2026. The latest

date for registering for the Company’s

DRIP is 19 June 2026; further details of

how to join the DRIP are available on the

Company’s website.

Dividends are recorded in the ﬁnancial

statements of the accounting period in

which they are paid. Accordingly,

dividend payments to Breedon Group

shareholders amounting to £51.1m

(2024: £48.1m) have been recognised

in the 2025 ﬁnancial statements.

Tax strategy

Breedon’s tax strategy governs our

approach to tax compliance, and is

underpinned by the following principles:

To comply with all relevant tax

regulations.

To ensure ethical tax practice is

maintained and tax planning is

undertaken responsibly.

To engage proactively and transparently

with relevant tax authorities.

To manage tax risks eﬀectively and

maintain a high standard of tax

governance.

Our tax strategy is reviewed periodically

by the Audit & Risk Committee on behalf

of the Board. The full tax strategy may be

found on the Group’s website.

During the year we complied with our

stated tax strategy and we made a

signiﬁcant contribution to the economies

in which we operate through payments

of taxation. In 2025 the total taxes borne

or collected by the Group amounted to

c.£215m (2024: c.£200m).

Capital allocation

Conservative and disciplined ﬁnancial

management and the maintenance of a

strong balance sheet are at the core of our

thoughtful approach to capital allocation.

The Board will always seek to deploy the

Group’s capital responsibly, focusing on

organic investment in our business to ensure

that our asset base is well-invested.

We will look to pursue further selective

complementary acquisitions which will

accelerate our strategic development and

that we are conﬁdent will create long-term

value. This conservative approach to

ﬁnancial management enables us to utilise

the cash generation of the Group to pursue

capital growth for our shareholders through

active development of our business, while

supporting our progressive dividend policy.

All transactions and material capital projects

undergo pre-investment review and

challenge as to whether expected returns

from the investment are likely to meet or

exceed the Group’s minimum threshold

requirements. Formal post investment

reviews ensure that the delivered ﬁnancial

outcome is fully understood, and any lessons

learned are shared across the Group.

The tax strategy is kept under

review by the Audit & Risk

Committee on behalf of the Board.

Click or scan to ﬁnd out more.

In the event that leverage was to approach

the lower end of the Group’s target range

and limited opportunities to deploy capital

were available to the Group, consideration

would be given by the Board to returning

surplus capital to shareholders, including

the repurchase of shares.

James Brotherton

Chief Financial Oﬃcer

11 March 2026

Breedon Group plc

Annual Report and Accounts 2025

Managing our risks and opportunities

We operate a four lines of defence risk management

and internal control framework

Our framework has deﬁned roles and responsibilities for risk management.

Board

Overall responsibility for the eﬀectiveness of the

Group’s risk management and internal control

framework with the CFO having executive

management responsibility.

Senior management and risk owners

Ensure that the risk management and internal

control framework is embedded within their

respective business area and facilitate the

development of an eﬀective risk culture.

Front-line teams

Responsible for identifying

risks within their day-to-day

activities and implementing

internal processes and controls

to manage those risks.

Group Risk and Controls

Provides expertise and support

to the front-line teams.

Monitoring the ongoing

eﬀectiveness of internal controls

and the reporting of risk across

the Group.

Other monitoring functions

Responsible for designing

policies and processes and

monitoring the eﬀectiveness of

processes and controls, for their

area of accountability.

Internal Audit

Responsible for providing

independent assurance over risk

and control activities performed

by the ﬁrst and second lines of

defence.

External audit and regulators

Audit & Risk Committee

Ensures high standards of ﬁnancial governance,

internal control and risk management, on behalf of

the Board.

The Audit & Risk Committee report on pages 114 to

120 provides further details.

LINES OF DEFENCE

Our risk framework

Risk is an inherent and accepted element of doing business,

and eﬀective risk management is fundamental to the

successful delivery of our strategy. Our risk management

framework facilitates the identiﬁcation, assessment and

mitigation of risks to an acceptable level, enabling us to

make informed decisions and deliver our strategic priorities.

Independent of management

Eﬀective risk

management is

fundamental to the

successful delivery

of our strategy

Strategic report

Governance

Financial statements

Additional information

Risk identiﬁcation, assessment

and monitoring

Our management teams assess the

likelihood and potential impact of key risks

against a risk matrix containing a range

of both quantitative and qualitative factors

for consideration.

Once identiﬁed and assessed, risks

are assigned to a member of senior

management who is accountable for

ensuring appropriate processes and

controls are implemented to mitigate that

risk to within the level of appetite set by the

Board, which may include the transfer of

risk through insurance.

Risks are assessed both before and after the

impact of these mitigations and recorded

on risk registers which are held for each

division and central function.

Risk registers are monitored and signed

oﬀ by management. The Head of Risk and

Control reviews the registers and identiﬁes

the most signiﬁcant risks for inclusion on the

Group risk register. The Group risk register

consolidates risks by principal areas and is

reviewed at least twice a year by both the

Executive Committee and the Board. Post-

mitigation ‘net risk’ is reported within the

principal risk table on pages 51 to 57.

Risk assurance and reporting

The second-line Group Risk and Controls

team undertake various process reviews

throughout the year, including testing

of compliance with the Group Financial

Controls framework, to provide assurance

over the divisional self-certiﬁcation process.

Our Internal Audit function undertakes a

number of independent reviews across our

principal risk areas to provide assurance

over the eﬀectiveness of key controls.

These reviews are agreed annually in

advance with the Audit & Risk Committee

at the point of approval of the Internal

Audit plan, although there is opportunity

throughout the year to make amendments

to the plan should this be required.

Findings resulting from these reviews are

reported throughout the year to the Audit

& Risk Committee along with the actions

that have been agreed with management.

Progress with previously agreed mitigating

actions is monitored throughout the year

by the Group Risk and Controls team and

validated by Internal Audit, with formal

progress updates provided to the Audit &

Risk Committee.

Managing our risks and opportunities

Risk appetite

The level of risk accepted in pursuit of

our strategic goals is guided by our risk

appetite, which is set by the Board and

reviewed on an annual basis. This provides

clear guidance to management as to the

level of risk the Board considers acceptable

and sets appropriate boundaries for

business activities and behaviours.

The following appetite statements are

used to describe the level of risk the Board

is prepared to take across each of the

principal risk areas.

Averse

We have little appetite for risk and will seek

to apply more controls to minimise our

exposure and avoid uncertainty.

Cautious

We have an appetite for some risk, however,

we prefer options that have a low degree of

downside.

Open

We are open to taking considered risks

and will choose options that oﬀer an

acceptable level of reward with a greater

likelihood of success.

Seeking

We are willing to take proactive risks and

be more innovative to pursue strategic

opportunities and achieve higher returns,

despite the higher inherent risks. The costs

and beneﬁts of the increased risk accepted

must be fully understood and measures to

mitigate or transfer the risk established.

Risk categorisation

Our risk review processes apply a common

methodology across the Group for

identifying and assessing risk. Principal

risks are categorised as either Strategic,

Operational or Financial. Compliance risks

span all three categories. The categories are

deﬁned as:

Strategic risks

Events that may make it diﬃcult, or even

impossible, for the Group to achieve its

strategic objectives.

Operational risks

Events or threats that are inherent in our

day-to-day operations.

Financial risks

Threats arising from ineﬀective

management and control of the Group’s

ﬁnancial resources or movements in the

ﬁnancial markets.

Risk velocity

Risk velocity is deﬁned as the time elapsing

between an event occurring which

crystalises a risk and the point at which

Breedon would be impacted. Risk velocity is

expressed in days, weeks, months or years.

Breedon Group plc

Annual Report and Accounts 2025

Principal risks

Risk

Summary

Appetite

Net risk

rating

Velocity

Trend

Acquisitions and material

capital projects

Our ability to complete the acquisitions and strategic

projects required to deliver our growth strategy.

SEEKING

MEDIUM

YEARS

Climate change

The transitional and physical risks arising from climate

change as we decarbonise our business.

OPEN

VERY HIGH

YEARS

Markets

The impact of the macroeconomic environment on our

business.

OPEN

HIGH

MONTHS

Land and mineral

management

Replenishment of our mineral reserves and resources;

ensuring compliance with planning and environmental

regulations.

CAUTIOUS

MEDIUM

YEARS

People

The successful recruitment, development and retention

of our people.

CAUTIOUS

MEDIUM

YEARS

Competition

The impact of our competitors on our market share and

proﬁtability.

OPEN

HIGH

MONTHS

Failure of a critical asset

The risk of unplanned downtime resulting in operational

ineﬃciency at our critical operating locations.

AVERSE

HIGH

DAYS

Health and safety

Ensuring our employees and other stakeholders return

Home Safe and Well.

AVERSE

HIGH

DAYS

IT and cyber security

The impact of a cyber security incident or a lack of

resilience in our technology infrastructure causing

disruption to our operations.

AVERSE

HIGH

DAYS

10 Laws, regulations

and governance

Our ability to comply with all applicable laws, regulations

and principles of corporate governance.

AVERSE

MEDIUM

DAYS

Supply chain and

input costs

Managing input costs volatility and supply chain risk.

OPEN

MEDIUM

MONTHS

Treasury

Our ability to secure access to the capital needed to

deliver our growth strategy and to manage the impact of

interest and currency rate ﬂuctuations.

CAUTIOUS

LOW

YEARS

Strategic

Operational

Financial

Our principal

risks are considered

to be the most

signiﬁcant risks that

might adversely

impact the Group

The principal risks and uncertainties

outlined in this section reﬂect those risks

that, in the opinion of the Board, might

materially aﬀect the Group’s future

performance, prospects or reputation.

The assessment of these principal and

emerging risks, and the eﬀectiveness of

the associated controls put in place, reﬂect

management’s current expectations,

forecasts and assumptions, and will be

subject to changes in our internal and

external operating environments.

Strategic report

Governance

Financial statements

Additional information

Principal risks

Risk context

How this risk could impact us

Mitigations

Trend

Velocity

STRATEGIC RISKS

Acquisitions and material capex projects

YEARS

Our growth strategy is predicated on the

continued successful execution and integration

of M&A and delivery of major capital investment

projects. These come with higher levels of

inherent risk compared to ‘business as usual’

operations.

Emerging risk:

Government policy in respect of carbon

capture and storage

If we do not identify suitable acquisition

targets which meet our stringent criteria on

quality, price and sustainability, we could not

execute the inorganic element of our growth

strategy.

Failure to integrate acquisitions successfully,

including delivering expected synergies,

could result in lower returns on capital.

Competition authorities may restrict the

businesses we are able to acquire.

If capital projects overrun in either cost or

time, these could fail to deliver expected

beneﬁts and cause business disruption.

Acquisitions are subject to rigorous due

diligence and approval processes, supported

by specialist advisers, and include careful

consideration of competition regulation and

sustainability.

Material capital projects and business

integrations are subject to detailed project

plans, implemented by dedicated teams and

with progress monitored by the Board.

No signiﬁcant change

to risk proﬁle in 2025.

The integration

of Lionmark is

substantially complete.

We have a steady

pipeline of

opportunities and will

continue to pursue

transactions across all

three platforms.

Although it is possible

for a failed acquisition

or capital project to

have a more immediate

impact, this risk is most

likely to impact over

a number of years,

reﬂecting the longer-

term nature of our

growth strategy.

Climate change

YEARS

Climate change poses a signiﬁcant challenge to

our business and our response to climate risks

and opportunities forms a critical pillar of our

strategy.

Cement manufacturing in particular emits

signiﬁcant amounts of carbon, with emissions

hard to abate due to the majority being

released through chemical reactions during

the manufacturing process. Delivering on our

commitment to achieve net zero by 2050 will

require signiﬁcant capital investment and the

development of technology which has not yet

been proven commercially at scale.

TCFD reporting

»88

Emerging risk:

UK CBAM

Government policy in respect of carbon

capture and storage

If we do not successfully decarbonise our

business in line with our targets and the wider

industry we may be exposed to signiﬁcant

additional costs and reduced demand for our

products.

The impact of government policies, including

carbon border adjustment mechanisms, may

make it more diﬃcult for us to recover the cost

of decarbonisation investments through our

pricing strategy.

We may experience operational disruption

due to the physical impacts of climate change.

We have committed to net zero by 2050, with

medium-term targets set through to 2030

These have been validated by the SBTi. We are

transparent in reporting our progress against

these and senior management remuneration

is structured to incentivise delivery.

We have appropriate sustainability

governance structures and processes,

overseen by the Board with support from

external specialists where appropriate.

We are an active member of the MPA

and the Global Cement and Concrete

Association (GCCA), supporting collaborative

approaches to climate challenges and policy

development across the sector.

We have recognised

an emerging risk in

2025 in relation to

government policies

expected to impact

how businesses can

recover carbon costs.

This risk is most likely

to impact over the

medium term, as

physical impacts are

slow to materialise

in our trading

geographies and the

level of decarbonisation

in any one year is less

signiﬁcant than the

multi-year trend.

Principal risks

Net risk rating

Low

Medium

High

Very high

Breedon Group plc

Annual Report and Accounts 2025

Principal risks

Risk context

How this risk could impact us

Mitigations

Trend

Velocity

STRATEGIC RISKS

Markets

MONTHS

Demand for our products is well diversiﬁed

across the public and private sectors, and

our products are supplied into a variety of

infrastructure, residential and commercial

projects. Although the medium- to long-term

prospects remains positive for our industry,

our markets are cyclical and in particular are

inﬂuenced by interest rates, business and

consumer conﬁdence, planning regulations and

the level of government infrastructure spending.

We accept the risk of operating in these markets;

however, to succeed our operating model has

to combine resilience during market downturns

with the strategic ﬂexibility to meet demand

when markets are growing.

Emerging risk:

UK CBAM

Middle East conﬂict

Macroeconomic factors or changes in

government policy could reduce demand for

our products, impacting our proﬁtability.

We closely follow published indicators of

activity in our geographies and sectors

and maintain regular contact with our key

stakeholders to identify signiﬁcant trends or

events which could impact our business.

Our budgeting and forecasting processes

provide up-to-date ﬁnancial information

which allows us to adapt our plans

accordingly.

Macroeconomic

conditions remain

challenging, with

the impact of tariﬀs,

geopolitical events

and global economic

uncertainty increasing

levels of short-term

market risk.

Over the medium- to

long-term, we continue

to believe end-markets

will be supportive of

demand in each of our

platforms.

Market downturns

usually impact

within months as our

customers complete

their existing projects

which are replaced with

lower levels of

new work.

Land and mineral management

YEARS

Minerals are the lifeblood of our business, and

we extract signiﬁcant volumes each year to be

sold as aggregates or fed into our downstream

manufacturing processes.

Securing new reserves organically has a

signiﬁcant lead time from the agreement of a

land deal through to the granting of planning

permission, meaning our Land & Minerals

teams need to plan for the long-term to ensure

continuity of production.

Once reserves are secured, we must comply with

environmental regulation, planning restrictions

and permits to ensure we can continue to

operate. When a site is no longer operational, we

are required to fulﬁl our restoration obligations.

If we fail to replenish our mineral reserves and

resources over time, we will be deprived of our

critical raw material, disrupting operations

and reducing the value of our business.

If we fail to measure our existing reserves and

resources accurately, we may operate our

quarries ineﬃciently.

Failure to comply with planning requirements

or to obtain new or extended permissions at

a quarry or plant could prevent the business

from operating facilities or extracting its

mineral reserves.

A compliance breach could incur signiﬁcant

remediation costs and impact our licence to

operate that site and ability to secure new

mineral reserves.

The costs to fulﬁl our restoration obligation at

end of quarry life may increase by more than

we have forecast, resulting in additional costs.

Our Land & Minerals teams support our

businesses in obtaining additional mineral

reserves and resources, providing in-house

expertise through the life of our quarries and

plants.

We monitor our mineral assets to assess both

the quality and the longevity of our resources,

with the aid of external experts.

We proactively monitor environmental

compliance, including restoration plans,

and have policies in place setting clear

expectations on how we should manage

our environmental impact. These are

communicated to our people through training

programmes.

No signiﬁcant change

to risk proﬁle in 2025.

Absent a material

compliance breach

which could have an

immediate impact for

the site involved, this

risk is primarily multi-

year risk if we fail to

manage our minerals

pipeline appropriately.

Principal risks

Net risk rating

Low

Medium

High

Very high

Strategic report

Governance

Financial statements

Additional information

Principal risks

Risk context

How this risk could impact us

Mitigations

Trend

Velocity

STRATEGIC RISKS

People

YEARS

We employ c.4,800 colleagues, a number of

whom work in highly skilled and specialised roles.

Recruitment is expected to become more

challenging in future years as a signiﬁcant

proportion of the workforce across our industry

approaches retirement.

Our People Plan seeks to embed our values,

attract a talented and diverse workforce, provide

opportunities for everyone and ensure Breedon

remains a great place to work.

Failure to attract and retain suitably skilled

and capable people could adversely aﬀect

the Group’s ability to deliver its strategic

objectives.

Inadequate succession planning processes

could result in short-term operational

disruption if key individuals leave the business.

Failure to equip our people with the right skills

and training increases the possibility that they

will not deliver to their full potential.

Our People team provide the framework of

policies and procedures to mitigate this risk.

The Group has an established succession

planning framework aligned closely with

future workforce planning requirements.

Comprehensive leadership and talent

development strategies are in place to

strengthen capability across the organisation.

Continued investment is made in early and

mid-career development programmes to

build a robust pipeline of future talent.

See People on pages 76 to 80 for further

details.

No signiﬁcant change

to risk proﬁle in 2025.

This risk is most likely to

impact gradually over a

number of years.

OPERATIONAL RISKS

Competition

MONTHS

We face volume and price competition from both

large and small players in our industry. As our

products are largely commodities, the strength

of our customer relationships and service

oﬀering can be a key diﬀerentiator in securing

orders.

Emerging risk:

UK CBAM

If we fail to deliver consistently excellent

customer service, increasingly underpinned

by our technology oﬀering and innovation, we

may lose market share to our competitors.

Our competitors’ pricing strategies could

cause supply/demand imbalances and limit

our ability to implement price rises to cover

increasing costs.

A new entrant to our markets could gain

market share, reducing our sales volumes.

Over the longer term, competing alternative

products could emerge which reduce

demand for our core products.

Our commercial teams engage closely with

our customers to understand their needs and

provide excellent customer service.

We have made a number of strategic

investments in digital projects to improve

the customer experience and simplify

administrative processes.

Our product technical teams evaluate and

research new products, materials, methods

and technologies and test these in the ﬁeld to

assess their performance.

No signiﬁcant change to

risk proﬁle in 2025.

This risk can impact

in the short term at

a local level through

either a new entrant or

changes in competitor

behaviour; however

more fundamental

shifts to the competitive

landscape are likely to

be multi-year.

Principal risks

Net risk rating

Low

Medium

High

Very high

Emerging risk:

Artiﬁcial intelligence

Breedon Group plc

Annual Report and Accounts 2025

Principal risks

Risk context

How this risk could impact us

Mitigations

Trend

Velocity

OPERATIONAL RISKS

Failure of a critical asset

DAYS

Our two cement plants and some of our larger

quarries make a signiﬁcant contribution to our

overall proﬁtability and signiﬁcant management

focus is devoted to maximising production

uptime and eﬃciency at these locations.

Our cement plants in particular are complex

manufacturing environments, operating 24/7

outside of planned maintenance shutdowns

and the reliability of the kilns is critical to our

operational success.

An unplanned production outage at one of

our two cement plants or at a small number

of critical quarries could reduce production

eﬃciency, causing signiﬁcant operational

disruption and loss of earnings.

Our sites have real-time performance

monitoring and preventative maintenance

and inspection programmes designed by

our specialist plant engineers, with external

support utilised when appropriate.

Each of our cement kilns is subject to an

annual shutdown in accordance with a

planned maintenance schedule.

Back-up processes and facilities are in place

across critical areas of the plants and spare

parts are held for critical equipment.

We hold business interruption insurance

and continue to strengthen business

continuity plans.

No signiﬁcant change

to risk proﬁle in 2025.

This risk could have

an immediate impact

if a critical asset

suﬀered unscheduled

downtime.

Health and safety

DAYS

Our industry has to operate in inherently

dangerous environments, involving heavy

machinery, extreme temperatures in

manufacturing processes, the use of explosives

in our quarries and signiﬁcant numbers of plant

and vehicle movements. Our risk extends to

locations outside of our direct control such as

road surfacing, rail operations and construction

sites.

We take our responsibility to keep our people

safe and well extremely seriously, with robust

control practices and a constant focus on

continuously improving our safety culture.

However, we cannot eliminate this risk entirely.

The most serious impact would be fatality

or signiﬁcant physical harm caused to our

employees or other stakeholders.

If we were deemed culpable, we could be

impacted by signiﬁcant regulatory ﬁnes,

reputational damage and business disruption.

Our Health, Safety and Wellbeing teams have

day-to-day management responsibility for

this risk with oversight from the Group Chief

Operating Oﬃcer.

We promote a strong safety culture with

a focus on continuous improvement and

personal ownership of health, safety and

wellbeing.

We provide people with the tools and

equipment they need to do the job safely

and invest in risk reduction technologies and

regular training.

Detailed investigations into both actual

and potential incidents, and the sharing of

learnings help to prevent recurrence.

No signiﬁcant change

to risk proﬁle in 2025.

This risk could have an

immediate impact in

the event of a serious

incident.

Principal risks

Net risk rating

Low

Medium

High

Very high

Strategic report

Governance

Financial statements

Additional information

Principal risks

Risk context

How this risk could impact us

Mitigations

Trend

Velocity

OPERATIONAL RISKS

IT and cyber security

DAYS

Our business is becoming increasingly digital,

which requires resilient and secure digital

infrastructure as a foundation, both within

Breedon and at approved third parties who are

provided with access to our data and systems.

At the same time, external cyber threats are

growing increasingly frequent and sophisticated,

with more signiﬁcant potential impacts. This

means management of our cyber risk remains

fundamental to our strategy.

Emerging risk:

Artiﬁcial intelligence

A cyber security incident, whether through

external cyber attack or internal data breach,

could cause operational disruption, data loss,

ﬁnancial penalties, reputational damage and

potential legal consequences.

Lack of infrastructure resilience could result in

business disruption and reduce our ability to

beneﬁt from increasing digitalisation.

Systems integration projects or signiﬁcant IT

changes may lead to business disruption.

Our dedicated Information Security team

monitors and responds to new and existing

cyber risks with the support of external

service providers.

Our people undertake regular cyber training,

including simulated phishing attacks to

educate users on cyber risk.

Policies and processes are in place, including

business continuity and disaster recovery

plans, to deﬁne the standards of controls we

have implemented to prevent, detect and

respond quickly to events.

We are increasing investment in digital

infrastructure to increase security and

resilience.

IT system development projects are

carefully planned and managed with deﬁned

governance and control procedures. This

includes operational technology projects.

Our risk continues to

trend upward, despite

ongoing investment

into our cyber

posture, as attacks

become increasingly

sophisticated and

our growing digital

footprint elevates our

potential exposure.

A cyber attack or a

failure in critical IT

infrastructure could

have an immediate

impact.

Laws, regulations and governance

DAYS

We must comply with an increasingly complex

set of laws and regulations in all of our trading

locations with the penalties for getting

compliance wrong becoming more severe.

These include, among others: environmental,

competition, fraud, bribery, market abuse,

taxation and data privacy, in addition to the

requirements arising from our listing on the

London Stock Exchange.

Our compliance programme sets clear

expectations and provides our people with

support to do the right thing.

Emerging risk:

Artiﬁcial intelligence

A breach of laws and regulations could expose

us to signiﬁcant legal consequences including

ﬁnes, reputational damage and operational

disruption.

Our Legal and Compliance team monitors

and responds to legal and regulatory

developments, supported by external

expertise where required.

We maintain speciﬁc policies for each area of

compliance, which are communicated to our

people through regular training.

An externally facilitated, conﬁdential

whistleblowing process overseen by the Audit

& Risk Committee.

Our tax compliance is monitored by the Group

tax team applying the principles of the Senior

Accounting Oﬃcer requirements in the UK.

This risk has stabilised

as we have substantially

completed the

integration of our

US businesses

and strengthened

our compliance

procedures.

This risk could result in

an immediate impact

if a law or regulation

was found to have been

breached.

Over a multi-year

period a repeated

failure to demonstrate

strong compliance

could have additional

consequences.

Principal risks

Net risk rating

Low

Medium

High

Very high

Breedon Group plc

Annual Report and Accounts 2025

Principal risks

Risk context

How this risk could impact us

Mitigations

Trend

Velocity

OPERATIONAL RISKS

Supply chain and input costs

MONTHS

The majority of our raw material requirements

are minerals which we already own and sit as

mineral reserves and resources in our quarries,

providing a natural hedge against inﬂation.

Of our remaining cost base, a signiﬁcant

proportion is either directly or indirectly impacted

by the price of hydrocarbons and so are sensitive

to the global geopolitical trends which have

caused signiﬁcant cost volatility in recent years.

Emerging risk:

Middle East conﬂict

If we do not pass on increased input

costs immediately to our customers, our

proﬁtability and margins will be adversely

impacted.

The execution of our procurement and

hedging strategies could fail to provide us

with appropriate cost certainty, or result in

overpaying for commodities.

If we cannot obtain alternative fuels and raw

materials for our cement business, production

may be disrupted.

If we fail to contract with counterparties who

are reliable and maintain high standards of

governance, compliance and sustainability,

we may be exposed to operational disruption,

reputational damage and ﬁnes.

Input cost increases are passed onto

customers through our deliberate pricing

strategy to recover costs.

Our layered hedging strategy provides a

degree of cost certainty around energy,

bitumen and carbon allowances under both

UK and EU ETS schemes.

We are investing in a number of longer-term

renewable energy generation projects for

electricity to reduce dependency on volatile

markets.

Our strategic purchasing programme

aims to secure contracts for key products

and services to ensure counterparties are

assessed and selected with considerations

covering a wide range of criteria.

No signiﬁcant change

to risk proﬁle in 2025.

While prices can

move signiﬁcantly in

the short-term, our

hedging programme

delays the likely impact

for our key input costs

to reduce the velocity to

months.

FINANCIAL RISKS

Treasury

YEARS

Access to capital at appropriate rates is a

prerequisite of our growth strategy. Our capital

structure, which includes USPP and RCF

facilities, gives us immediate access to signiﬁcant

liquidity, and it is important to us that we maintain

strong relationships with both our lenders and

shareholders to ensure this continues.

Our trading operations use Sterling, Euro and US

Dollar as functional currencies.

We aim to use the natural hedges that arise from

our operations in currencies other than Sterling;

however, it remains important to execute

our treasury strategy eﬀectively to minimise

unnecessary currency volatility.

Emerging risk:

Middle East conﬂict

Lack of suﬃcient available capital could

cause us to miss out on signiﬁcant growth

opportunities or, in extreme situations,

threaten the viability of our business.

Increased interest rates could result in

reduced proﬁtability.

The value of our earnings and assets may be

impacted by currency ﬂuctuations.

We maintain good relationships with our

lenders and shareholders and have a strong

history of raising debt and equity ﬁnancing.

We utilise ﬁxed and ﬂoating rate borrowings

to minimise interest costs while maintaining

appropriate levels of liquidity.

Our borrowings are structured to mitigate

the impact of currency ﬂuctuations on asset

values.

Interest rates for our

key currencies reduced

during the year and are

expected to continue

to fall.

Leverage increased

following the Lionmark

acquisition but remains

within our target range.

The most signiﬁcant

impact would be an

inability to successfully

reﬁnance our facilities.

Our current maturity

proﬁle means that this

risk would not impact

us in the short- to

medium-term.

Principal risks

Net risk rating

Low

Medium

High

Very high

Strategic report

Governance

Financial statements

Additional information

Managing our risks and opportunities

Emerging risks

Emerging risks are identiﬁed through our

established risk management processes.

We deﬁne an emerging risk as either a

newly developing risk that cannot yet be

fully assessed, or a partially understood risk

considered unlikely to materialise or have

a material impact in the near term. While

emerging risks often align with one or more

of our existing principal risks, they may also

lead to the identiﬁcation of new principal

risks as our understanding evolves.

We have reported two speciﬁc climate-

related risks as emerging in 2025 because

of their potential impact across a number

of our principal risks. As climate change and

the decarbonisation of the business remains

a signiﬁcant evolving risk, they should be

considered alongside the climate-related

risks and opportunities outlined in our

TCFD report.

In previous years, we reported the rapid

increase in connectivity of operational

technology as an emerging risk. The pace

of change has now stabilised and risk is now

managed and reported as part of our IT

and cyber security principal risk.

TCFD reporting

»88

Emerging risk

Link to principal risk(s)

Possible impacts

Artiﬁcial intelligence

As artiﬁcial intelligence (AI) is embedded into our

business processes and utilised by third parties, the potential

impacts increase.

IT and cyber

security

Laws, regulations

and governance

People

Automation and increased sophistication

of cyber attacks

Data security and privacy

Accuracy, auditability and risk of bias

in AI outputs

UK Carbon Border Adjustment Mechanism

The uncertainty around whether the UK CBAM will be

implemented eﬀectively and ensure a level playing ﬁeld

for domestic cement manufacturers competing with higher

carbon imports.

Markets

Competition

Climate change

Increasing volume of imported cement

manufactured with lower environmental

standards impacting on fair competition

Reduced commercial viability of

decarbonisation investments negatively

impacting our ability to meet our carbon

reduction targets

Government policy in respect of carbon capture and storage

UK government support is needed to enable the Peak Cluster

carbon capture and storage (CCS) project to proceed and

deliver our roadmap to decarbonise our GB cement business.

This is an evolving area of government policy and

consequently the nature of such support remains unclear.

Climate change

Major capital

projects

Reduced commercial viability of

decarbonisation investments negatively

impacting our ability to meet our carbon

reduction targets

Middle East conﬂict

Conﬂict in the Middle East in 2026 has increased regional

instability with a wide range of potential consequences for

the global economy. While Breedon has no direct presence

in the region, the indirect eﬀects have the potential to impact

several of our Principal Risks, especially over the medium- to

longer-term as existing hedging arrangements expire.

Input costs and

supply chain

Markets

Treasury

Reduced consumer and business conﬁdence

Higher hydrocarbon and energy prices

Supply chain disruption

Reduced proﬁtability

Higher costs of borrowing

Breedon Group plc

Annual Report and Accounts 2025

Preparing for Provision 29

Throughout 2025 we have been preparing

for the implementation of the amended

Provision 29 of the 2024 UK Corporate

Governance Code. Provision 29 concerns

risk management and internal controls,

with the ﬁrst Board declaration in relation

to the eﬀectiveness of the Group’s material

internal controls in respect of ﬁnancial,

reporting, operational and compliance risks

required in the 2026 Annual Report.

Approach to identiﬁcation of material controls

Our second-line Group Risk and Controls

team have led the process reviewing the

Group’s risk proﬁle, utilising the existing

risk management and internal control

frameworks, to determine those that are a

‘material’ risk, to the Group.

For each material risk we have identiﬁed the

most critical controls, which are relied upon

by senior management and the Board to

oversee and manage the risk.

Managing our risks and opportunities

Scope

We identiﬁed 31 material controls across

our identiﬁed risk areas: ﬁnancial, reporting,

operational and compliance. Cyber, IT

and legal compliance controls formed

part of this review as well as entity level

controls, such as delegation of authority

and whistleblowing.

We have been able to leverage the work

undertaken to evolve the Group’s approach

to risk and control over recent years to rely

on higher level frameworks, such as the

Group’s ﬁnancial controls framework, to

reduce the number of individual controls.

Board engagement and embedded

accountability

The Audit & Risk Committee, on behalf of

the Board, has been actively involved in

the scoping process to support alignment

between executive and non-executive

management, and the outputs from the

process have been subject to review by

RSM, our outsourced internal auditor.

Each material control has been assigned a

named senior manager who is responsible

for the ongoing eﬀectiveness of the control

and accountable to the Board.

Assurance planning

The Group Risk and Controls team have

undertaken preliminary testing, including

design and implementation walkthroughs,

to understand the baseline and establish

what eﬀectiveness looks like for each

control. Where gaps were identiﬁed,

improvement plans were put in place.

Our assurance policy and ﬁve-year plans

have been updated to incorporate speciﬁc

requirements in respect of the material

controls identiﬁed, which are as follows:

Annual attestation of eﬀectiveness from

each process owner;

Annual internal testing by the Group

Risk and Controls team of each material

control; and

Third-line testing, either through RSM’s

internal audit or another appropriate

third-party, of a selection of controls on a

rotational basis.

The Group

Financial controls

and Fraud risk

management

frameworks and

key audit matters

Controls that address risks that

ﬁnancial and non-ﬁnancial reporting is

materially incorrect

The most important controls which reduce

the likelihood of the material components

of principal risks to a tolerable level

The Group’s risk registers which form part

of Breedon’s Group risk management

framework and Principal risk reporting

Financial

(including fraud)

Reporting

Operational

Compliance

The Group’s

external reporting

and its relative

importance to

stakeholders

Breedon’s entity-level controls

Risk

category

Material

control

deﬁnition

Our

approach

Financial

(including fraud)

Operational and

compliance

62%

19%

Reporting

19%

Distribution of material controls

Primary material control category

Strategic report

Governance

Financial statements

Additional information

Viability

Statement

Viability Statement

Viability assessment period

The directors have determined that three

years is an appropriate timeframe over

which to provide a Viability Statement.

This is aligned to the period in which the

long-term plan is derived. The directors

consider that demand in the Group’s

business is ultimately driven by certain

key markets and macroeconomic factors

which are diﬃcult to project accurately

beyond a three-year period.

The Board’s assessment of the Group’s

ﬁnancial position at 31 December 2025 is

set out in the Chief Financial Oﬃcer’s review

on pages 44 to 48. Important aspects

of that assessment that are most relevant

to the assessment of viability are:

although like-for-like volumes have

reduced during 2025, as a result of

challenging market factors, the Group

has achieved resilient underlying results

through disciplined self-help measures;

the Group’s operations are consistently

cash generative, and underpinned by

well-invested assets; and

the Group has signiﬁcant headroom in

borrowing facilities. As at 31 December

2025, the Group had undrawn bank

facilities in excess of £130m and cash

and cash equivalents of £115.5m, with

Covenant Leverage of 1.8x. The Group

comfortably met all covenants in 2025

and the other terms of its borrowing

agreements in the period.

When assessing viability, the Board

considers the Group’s business model

and strategy as outlined on pages 22 to 27

and the principal risks set out on pages 51

to 60.

Budgeting and long-term

planning

Breedon’s viability prospects are assessed

primarily through the Group’s budgeting

and strategic planning process. The annual

Group budget is compiled in the autumn

of each year and generates a detailed

forecast for the year ahead. The budget is

performed at a site-by-site level which is

reviewed by divisional management before

being presented to the directors and ﬁnally

reviewed and approved by the Board.

The long-term strategic plan is formulated

at a higher level and applies a series of

assumptions to the budgeted ﬁgures.

The divisional strategies together with the

long-term market outlook are considered

within the long-term planning process and

reviewed by the CFO. The output of the

long-term plan includes a consolidated

set of ﬁnancial projections for the Group

covering the budget plus a further two

year period, including a review of forecast

debt covenant compliance and debt

headroom. The long-term plan reviewed as

part of the assessment of prospects in this

report covers the three-year period ending

31 December 2028.

Severe but plausible

downside scenarios

While we have estimated the size of each

of the severe but plausible scenarios

described on the following page, we have

grouped scenarios with similar impact types

together and performed stress testing for

the scenario with the greatest impact.

In accordance with provision 31

of the UK Corporate Governance Code

(the Code), the Board has assessed the

viability of the Company over a three-

year period to December 2028, taking

into account the Company’s current

position and principal risks.

Based on that assessment, the

directors have a reasonable

expectation that the Company

will be able to continue in operation

and meet its liabilities as they fall due

over the period to 31 December 2028.

Breedon Group plc

Annual Report and Accounts 2025

Viability Statement

The risks and scenarios tested are described below:

Risk assessed

Severe but plausible scenario

Stress test applied

Acquisitions and

material capital

projects

A material capital investment project

experiences delays and overspends,

resulting in business disruption.

Adverse one-oﬀ cost event

Reduction to revenue

and proﬁtability

Increased opening Net Debt

Markets

A deteriorating macroeconomic

environment results in reduced

demand for our products.

Reduction to revenue

and proﬁtability

Land and mineral

management

Compliance breaches are identiﬁed

resulting in immediate remediation

costs and the temporary closure

of sites.

Adverse one-oﬀ cost event

Reduction to revenue and

proﬁtability

Competition

A loss of market share to competitors

or new entrants and increased pressure

on pricing.

Reduction to revenue

and proﬁtability

Failure of a critical asset

An unplanned production outage

causes signiﬁcant operational

disruption and loss of earnings.

Adverse one-oﬀ cost event

Health and safety

A serious health and safety incident

leading to regulatory ﬁnes, reputational

damage and business disruption.

Adverse one-oﬀ cost event

Reduction to revenue

and proﬁtability

IT and cyber security

A cyber attack results in business

disruption and data loss leading to

regulatory penalties.

Adverse one-oﬀ cost event

Reduction to revenue

and proﬁtability

Laws, regulations

and governance

A breach of law or regulations results in

a signiﬁcant one-oﬀ penalty.

One-oﬀ ﬁnancial penalty

Supply chain and

input costs

Input costs rise without the ability to

oﬀset through pricing actions.

Reduction to revenue

and proﬁtability

Treasury

Interest rates increase.

An increase to base rate

The risks and scenarios tested are described below:

Stress test

Amount modelled

Increased opening debt

Opening Net Debt is increased by £100m on the ﬁrst day of the assessment

period.

Reduction to revenue

and proﬁtability

Budgeted revenues reduce by 10% in the ﬁrst year then 5% thereafter in

each of the following two years, with proﬁtability also adversely impacted.

Adverse one-oﬀ

cost event

A £50m cash outﬂow part way through the year.

One-oﬀ ﬁnancial

penalty

A one oﬀ £5m cash outﬂow part way through the year.

Increase to base rate

Base rate is assumed to increase by 2% for the assessment period.

Combined scenario

Budgeted revenues and proﬁtability reduce as outlined in the stress test

above, opening debt is increased by £100m, interest costs and cash ﬂows

increase due to the increased debt and a 2% increase to the base rate. In

addition, one-oﬀ cost events of £55m combined are assumed in year one.

actions, such as closing or mothballing

quarries or divesting assets, which would be

undertaken in the event of being necessary.

The models do not consider changes to the

Group’s capital structure which it may be

able to make through reﬁnancing existing

debt facilities and/or raising equity ﬁnance.

Going Concern

The directors have continued to adopt

the Going Concern basis in preparing the

ﬁnancial statements (see note 1 in the notes

to the consolidated ﬁnancial statements).

Breedon have tested the above scenarios

individually as well as the combined scenario

outlined. After undertaking reasonable

mitigating actions, forecasts show that

covenants are complied with and Breedon

should be able to comfortably withstand the

impact of the severe but plausible scenarios.

The models take account of the natural

reduction in variable costs and availability

and likely eﬀectiveness of mitigating actions

available to the Group, including the ﬂexing

of capital expenditure, dividend payments

and reducing discretionary spend. The

models do not include signiﬁcant structural

Strategic report

Governance

Financial statements

Additional information

Driving practical,

transparent,

and lasting

sustainable change

We recognise the critical role

we play in shaping a more

resilient, low carbon future –

both through how we operate

today and how we plan for

tomorrow.

Our approach to sustainability is grounded

in pragmatic action, strong governance

and transparency.

Across the Group, we continue to embed

sustainable practices that generate

stakeholder value, enhance support for

our people and communities, and reduce

our environmental impact, ensuring

accountability and alignment with

expectations of responsible business.

Our strategic priorities and

progress

We have made meaningful progress

towards our sustainability objectives,

building on the framework established in

2021 following the materiality assessment

undertaken in 2020.

During the year, we advanced several

initiatives to improve our sustainability

performance. These include embedding a

new ESG reporting system, upgrading our

ESG reporting processes, expanding our

evaluation of climate- and nature-related

risks and opportunities and collaborating

with industry partners to address

systemic sector challenges. This included

progressing the Peak Cluster CCS project

to FEED stage. For more detail on our

progress per pillar, see pages 67 to 86.

Our priorities remain focused on:

reducing our environmental footprint

through decarbonisation, operational

eﬃciency, responsible resource use

and investment in sustainable processes

and technologies that enhance our

impact on nature;

supporting our people and communities

by developing a diverse, empowered

workforce and fostering a culture of

wellbeing, engagement and shared value;

expanding our sustainable product

solutions through continued investment

in research and development, innovation

and collaboration;

strengthening safety, governance

and transparency by reinforcing health,

safety and wellbeing practices and

sustainable procurement; and

enhancing our internal systems and

processes to ensure our disclosures

remain robust, relevant and compliant

as reporting standards evolve.

Sustainability

Breedon Group plc

Annual Report and Accounts 2025

Sustainability

Our approach

Breedon’s sustainability journey

Group Sustainability

Director appointed

Materiality Assessment

completed

100% renewable energy

tariﬀ in place

Strategic Sustainability

Framework published

2030 targets established

Group-wide suite of

sustainability policies

published

139 sites with responsible

sourcing certiﬁcation

First Biodiversity Action

Plans created

Apprentice programme

commenced

Breedon Balance product

range launched

Board-level Sustainability

Committee formed

Executive remuneration

linked to sustainability

targets

External assurance of key

sustainability metrics

First TCFD-aligned

disclosure in

Annual Report

SBTi targets developed

and submitted for

approval

ISO 50001 certiﬁcation

achieved

Extended Responsible

Sourcing certiﬁcation

across the UK and Ireland

New Sustainable

Procurement Policy

published

First CDP disclosure,

achieving a B for Climate

Change and a C for

Water Security

SBTi near-term and net-

zero targets approved

First trial of an electric

concrete mixer

New approach to

measuring and reporting

social value established

Group-wide

Sustainability Steering

Committee formed

Upgraded 2030

sustainability targets

released at Capital

Markets Day

First Group EcoVadis

disclosure – Bronze medal

Second CDP disclosure,

with improved scores; A-

for Climate Change, B- for

Water Security

First Climate Transition

Plan published

14MW solar farm

operational at Kinnegad

Record kiln alternative

fuel rate at Kinnegad

Cement plant

FEED for the Hope CCS

pipeline commenced

ARM project operational

at Hope Cement plant

Double Materiality

Assessment

in development

Achieved AAA ESG rating

from MSCI

Third CDP disclosure,

achieving A- for Climate

Change and improved

score of B for Water

Security

2020

2021

2022

2023

2024

2025

Planet

People

Places

Principles

Strategic report

Governance

Financial statements

Additional information

Climate-related risk and

preparedness

In 2025, we undertook enhanced

TCFD-aligned scenario modelling to assess

wider physical risks, including the extreme

weather experienced in Q1 2025. Our

analysis conﬁrmed that transitional risks –

primarily rising carbon-pricing and future

decarbonisation investment needs – remain

signiﬁcantly more material than physical

risks, which continue to be relatively limited

across our portfolio. A detailed assessment

of climate-related risks, opportunities and

scenario outcomes is provided on pages 88

to 95. These insights continue to strengthen

our understanding of climate risk and

support resilient long-term planning.

Alongside this, we continued to strengthen

our nature-related disclosures in line with

evolving global frameworks, including

the Taskforce on Nature-related Financial

Disclosures (TNFD). This work is helping

us build a more complete view of our

environmental impacts and dependencies,

ensuring our approach reﬂects a genuinely

holistic understanding of how we interact

with nature.

In 2025, we published our ﬁrst Climate

Transition Plan, setting out a clear and

credible pathway for delivering our net

zero commitments. Aligned with the

Transition Plan Taskforce (TPT) Disclosure

Framework, the report brings together

our decarbonisation levers, science-based

targets, governance arrangements and

investment priorities into one coherent plan.

It outlines how we will reduce emissions

across our operations, scale lower-carbon

technologies and products, and strengthen

resilience as the transition accelerates.

This ﬁrst report marks an important step

in providing transparent, long-term transition

planning for our stakeholders.

Strategic oversight,

governance and risk

management

We take a structured approach to governing

our sustainability priorities, ensuring clear

oversight, eﬀective risk management and

strong compliance. Strong governance is a

strategic advantage for Breedon, supporting

resilience and long-term value.

Our model ensures colleagues understand

and own our priorities, enabling consistent

management of sustainability-related

risks and opportunities. Progress is driven

by our Sustainability Steering Committee

and topic-speciﬁc Delivery Groups, which

develop recommendations, support

implementation and share best practice.

This work is supported by our wider

governance framework, led by the Board and

Executive Committee and underpinned by

milestone plans that ensure accountability

and measurable progress.

Sustainability Committee

Board-level

Oversees sustainability strategy, policies

and targets, and monitors performance.

Further detail is provided in the

Sustainability Committee Report on

pages 124 and 125.

Receives updates from the Group

Sustainability Director on sustainability

and climate-related risks, opportunities

and progress.

Reviews Group-wide policy suitability

and the integrity of sustainability and

climate disclosures.

Audit & Risk Committee

Board-level

Reviews and challenges sustainability

and climate-related risks within the

Group’s principal risk assessments.

Assesses the eﬀectiveness of risk

identiﬁcation and management, reviews

climate disclosures and oversees

assurance of climate metrics.

Remuneration Committee

Board-level

Ensures remuneration structures align

with sustainability and climate targets.

Monitors performance against those

targets when determining remuneration

outcomes. Further detail is provided in

the Directors’ Remuneration report on

pages 132 to 148.

Aligned with recognised best practice,

our approach includes:

regular Board oversight and integration

of sustainability into corporate strategy

and risk registers;

clear roles and responsibilities

embedded in leadership objectives

and operational processes;

robust policies and internal controls

aligned with external frameworks and

regulatory expectations;

stakeholder engagement mechanisms

to understand impacts, expectations

and emerging issues; and

transparent performance monitoring

and reporting, supported by reliable data

and independent assurance.

Together, these elements ensure

sustainability is well governed, eﬀectively

managed and fully embedded in how we

operate as a business.

The Board

Holds ultimate accountability for

long-term sustainable value creation and

overall ownership of the sustainability

strategy, including climate-related risks

and opportunities.

Receives regular sustainability updates

from management. See Section 172

statement on page 97.

Supported by the Board-level

Sustainability Committee.

Sustainability

Our approach

Breedon Group plc

Annual Report and Accounts 2025

Nomination Committee

Board-level

Ensures the Board and senior leadership

have the skills and experience needed

to oversee sustainability and climate

matters eﬀectively.

Executive Committee

Leads the design and execution of

sustainability and climate policies

and strategies.

Receives updates and recommendations

from the Group Sustainability Director

and the Sustainability Steering

Committee.

Sets objectives and targets and leads the

design and execution of sustainability

and climate policies and strategies.

Makes operational and strategic

decisions (except those reserved for

the Board) for delivery through country

teams and Group functions.

Sustainability Steering Committee

Brings together senior representatives

from GB, Ireland and the US to

coordinate implementation of the

sustainability strategy.

Supports cross-country collaboration,

continuous improvement and progress

monitoring against country roadmaps

and Group targets.

Reviews policies, risks, opportunities

and the integrity of sustainability and

climate disclosures.

Group Sustainability function

Governs sustainability and climate

strategy; proposes targets and KPIs;

monitors performance and risks.

Ensures alignment across countries;

supports delivery teams and Group

functions.

Manages culture, communications,

reporting, assurance and external

disclosures.

Led by the Group Sustainability Director,

who also chairs the Steering Committee

and provides regular updates to the

Executive Committee and Board-level

Sustainability Committee.

Topic-speciﬁc Delivery Groups

Cross-country expert groups that

monitor risks and opportunities and

collaborate to create guidance, tools

and resources that embed best practice

across our operations.

Deﬁne KPIs, including climate-related

KPIs, and ensure practical measures

support delivery of our targets.

Sustainability

Our approach

Board

Executive Committee

Sustainability Steering

Committee

Executive

Committee

Executive

Committee

Executive

Committee

Group functions

Operations

Sustainability

Audit & Risk

Remuneration

Nomination

Carbon and

net zero

Energy

Circular

economy

Natural

resources

Social

impact

Sustainable

products

Data and

disclosures

Comms,

culture and

engagement

Board-level committees

Topic-speciﬁc Delivery Groups

– Cross-country expert groups focused on areas such as:

IRELAND

PLANET

PEOPLE

PLACES

PRINCIPLES

Sustainability governance process

Strategic report

Governance

Financial statements

Additional information

Frameworks and standards

As a UK-registered business, we report our

sustainability performance in accordance

with recognised frameworks and standards,

including TCFD and SECR, and we continue

to develop our alignment with the TNFD.

Aligning with these frameworks ensures

that our disclosures remain transparent,

consistent and decision-useful for

stakeholders. This alignment enhances

the credibility and comparability of our

reporting and reﬂects our commitment

to strong governance and responsible

business practices.

We closely monitor emerging ESG

regulations, reporting frameworks and

standards including the Corporate

Sustainability Reporting Directive (CSRD)

and the UK Sustainability Reporting

Standards to ensure that our disclosures

remain compliant and up to date.

Veriﬁed performance and

transparent disclosures

To strengthen conﬁdence in our reporting,

we maintain a clear basis of reporting,

supported by robust data systems and

independent external assurance of key

sustainability metrics. This approach enables

us to disclose our performance consistently

and transparently for stakeholders.

Our commitment to high-quality reporting

is reﬂected in our external ratings and

assessments. In 2025, we achieved a Bronze

EcoVadis award for the Group; improved

CDP scores for Climate Change and Water

Security; and continued to strengthen

our position in leading ESG assessments,

demonstrating the credibility and maturity

of our sustainability performance.

Highlights of 2025

Successful implementation of a Group-

wide ESG reporting and management

tool, enabling improved decision-making

and disclosures.

Signiﬁcant reductions achieved in key

carbon reduction metrics: -7% per

tonne; -5% overall and record levels of

alternative fuel usage at both Kinnegad

(82%) and Hope (39%) cement plants.

Generated over £134m and making good

progress towards our longer-term social

value goal.

Increased the proportion of revenue

from Breedon Balance products to 39%.

Strengthened industry partnerships

to support shared sustainability goals,

including progress on the Peak Cluster

CCS project.

Updated sustainability ratings, including

improvements in CDP scores and in MSCI

and Sustainalytics assessments.

Looking ahead

Sustainability remains central to our

long-term business strategy. Over the

coming year, we will undertake a detailed

materiality assessment to ensure our

strategic focus remains relevant and robust.

We will continue to reﬁne our transition

planning, enhance the integration of ESG

considerations across our operations and

work closely with stakeholders to deliver

meaningful progress towards our 2030

targets and 2050 ambitions.

We remain committed to acting

responsibly, reporting transparently and

delivering outcomes that create lasting

value for all our stakeholders.

Sustainability

Our approach

Breedon Group plc

Annual Report and Accounts 2025

2025 progress

on our strategic

sustainability

priorities

Sustainability

Our progress

Breedon’s approach to

decarbonisation is underpinned

by SBTi approved science-based

targets, speciﬁcally designed around

decarbonising the construction

industry and focusing on where our

most carbon intensive impacts lie.

STRATEGIC FOCUS AREAS

Decarbonising our operations

Responsible use of natural

resources

Biodiversity and nature

commitments

2030 TARGET

Achieve a

23.3%

reduction in

absolute gross scope 1 and 2

GHG emissions, and scope 3

emissions from purchased clinker

and cement (2022 baseline)

PROGRESS

2030 TARGET

Generate

£500m

cumulative

social value (from 2025)

2030 TARGET

Achieve

50%

of the

Group’s revenue across the

manufactured product portfolio

from the Breedon Balance range

STRATEGIC FOCUS AREAS

Colleague engagement and

training

Community engagement

Developing sustainable supply

chains

STRATEGIC FOCUS AREAS

Enhancing our resilience

Our innovation

Customer education

Industry engagement

Responding to climate-related

risks and opportunities

STRATEGIC FOCUS AREAS

Health, safety and wellbeing

Quality

Ethics and integrity

Stakeholder engagement

Good governance

As Breedon continues to recognise

and understand the interlinkages

between climate, nature and

society, we have dedicated a pillar

under our plan to demonstrate our

approach to our value chain, society

and our colleagues.

Breedon’s fundamental operating principles underpin our pillars,

ensuring our robust approach to operating our business responsibly

and transparently. As we aim to align our activities with current climate

science, it is important to us to have veriﬁed targets and the relevant

certiﬁcations to support and validate our activities. We have policies

in place to ensure we operate responsibly and transparently.

Breedon’s Places pillar is designed

to guide our strategy for sustainable

product development, as well as

our approach to collaborating

across the sector, including

educating customers and engaging

government and inﬂuencing across

the industry.

carbon reduction

19%

social value

£134.5m

Breedon Balance

39%

Underpinned by

Strategic report

Governance

Financial statements

Additional information

Making a material

diﬀerence to the

environment

Click or scan to ﬁnd out

more about the Planet pillar

What we said

Progress in 2025

We are committed to achieving net zero by 2050, managing

resources responsibly and creating a positive impact on nature.

Roll-out of a new Group-wide ESG reporting

and management tool

Deployed the Enablon ESG Excellence platform

across all operational sites

Produce a Climate Transition Plan

Published our Climate Transition Plan in December

2025 following the TPT guidance

Roll-out of additional water meters to

identify further water savings

Installed 21 additional water meters to support

water-eﬃciency improvements

Continue to progress the Peak Cluster CCS

project at Hope Cement plant

Continued to progress the Peak Cluster CCS

project at Hope Cement plant, achieving several

key milestones. Further detail on page 71

Develop a nature-focused approach for

consideration, alongside our existing net

zero approach

Advanced the development of a nature-focused

approach, with further progress made towards

TNFD-aligned disclosures

Continue implementation of our BAPs and

maintain a strong focus on managing our

estate for biodiversity

Continued to implement our existing BAPs, and

began trialling drone and satellite technologies to

improve the monitoring of biodiversity

Enhance data collection in line with the

TNFDs core and sector-speciﬁc metrics

Further metrics have been added to our ESG data

collection platform with additional enhancements

due in 2026

in absolute gross scope 1 and 2 GHG emissions, and scope

3 emissions from purchased cement and clinker by 2030

(from 2022 baseline)

19% reduction achieved

Target 23.3%

Progress towards

2030 target

Sustainability

Planet

Breedon Group plc

Annual Report and Accounts 2025

2024*

2025**

60%

Scope 1

Scope 2

Scope 3

37%

Progress against SBTi targets

2022

baseline*

2025 excl-

acquisitions

2025

acquisitions

2025** % diﬀ

from baseline

2030

target

2050

target

Scope 1 (tCO

e) (total)

1,770,527

1,471,716

6,909

(17)%

(95)%

Scope 2 (tCO

e) location-based

79,432

62,418

983

(21)%

(95)%

Scope 3 (tCO

e) (purchased

cement and clinker)

415,895

292,451

(30)%

(95)%

Total for near-term target

(tCO

2,265,854

1,826,585

7,892

(19)%

(23.3)%

(95)%

Total scope 1 and 2 (tCO

1,849,959

1,534,134

7,892

(17)%

(95)%

Total scope 3 (tCO

851,951

878,624

30,370

(95)%

Total for long-term target

(tCO

2,701,910

2,412,758

38,262

(11)%

(95)%

* Re-baselined ﬁgures.

Diﬀerence shown is 2025 excluding acquisitions versus 2022 baseline.

SBTi target progress

% reduction from 2022 baseline

Near-term target progress

2023*

2024*

2025**

11%

2030 TARGET = 23.3%

2050 TARGET = 95%

13%

19%

Net-zero target progress

Adjusted following re-baselining process.

** Excludes emissions from acquisitions in 2025.

We continue to make progress towards

our near-term and net zero SBTi-validated

targets. Breedon remains committed to

achieving net zero carbon emissions across

our entire value chain by 2050 aligned

with the highest ambition of the Paris

Agreement. Following the validation of our

carbon-reduction targets by the SBTi in

2024, we continue to monitor our emissions

and track progress against our targets.

Breakdown of Group

GHG sources

Greenhouse Gas Management

GHG reduction targets

Our SBTi-aligned targets cover all

three scopes of emissions and include

commitments to:

Reach net zero greenhouse gas

emissions across the value chain

by 2050;

Reduce absolute gross scope 1, 2 and 3

GHG emissions by 95% by 2050 from a

2022 base year; and

Reduce absolute gross scope 1, 2 and

scope 3 GHG emissions from purchased

clinker and cement by 23.3% by 2030

from a 2022 base year.

Our SBTi targets include a re-baselining

process that is applied when signiﬁcant

change thresholds are triggered, including

following acquisitions. A review of the full

year 2025 emissions from acquisitions

completed in 2024 showed a greater than

5% change to the Group’s total scope 1, 2

and 3 emissions, triggering a re-baseline

for the purposes of our SBTi targets. New

2022 baseline values are shown in the table

and roadmap on page 70. The percentage

target reductions remain unaﬀected.

Scope 1

– Direct emissions from

operations where we have operational

control

Scope 2

– Indirect emissions from the

generation of electricity we purchase

Scope 3

– Other indirect emissions

across our value chain

Sustainability

Planet

Strategic report

Governance

Financial statements

Additional information

2.27

1.83

0.17

12%

52%

18%

1.74

0.11

Roadmap to net zero

Scope 1, 2 emissions and scope 3 emissions from purchased cement and clinker only

Mt CO

Decarbonisation levers explained

2022

baseline

2025

reported

Activity

growth

Operational

eﬃciency

Renewables

New

technology

Fuel

switching

Product

optimisation

Sustainable

procurement

2030

target

2050

target

Operational eﬃciency

»72

Ongoing improvements to ways of working to

maximise the eﬃcient use of resources

Renewables

»72

On-site renewables and grid decarbonisation,

focusing on using electricity from clean energy

sources

New equipment and technology

»72

Investing in new machinery that result in lower

lifetime emissions or tools to allow us to identify

opportunities for improvement

Fuel switching

»71

Trialling and deployment of alternative fuels

that result in lower emissions over their life cycle

including biogenic fuels

Product optimisation

»82

Reviewing our manufactured products to ensure

that higher carbon constituents are designed out

wherever possible while ensuring overall life cycle

emissions are also reduced

Sustainable procurement

»86

Working with our supply chain to ensure our

scope 3 emissions are mitigated

Carbon capture and storage

»71

Where other levers are not viable due to the

inherent chemical process that produces the

emissions, invest in projects to capture the

carbon and store it permanently

Oﬀsetting and insetting

»86

In order to achieve our 2050 net zero target,

once all the above levers have been enacted

and emissions reduced by at least 95% (from

the 2022 baseline), we will ensure that residual

emissions are oﬀset using high-quality carbon

credits either purchased or generated internally

from Breedon projects

Click or scan to view full

details of SBTi targets

We have made good progress towards

achieving our near-term SBTi target.

In 2025, our combined scope 1, 2 and

3 emissions (from purchased cement

and clinker) fell by a further 7%, reﬂecting

a 19% reduction against our baseline.

This progress reﬂects the deployment

of our core emissions-reduction levers,

although reduced volumes during the year

will have inﬂuenced absolute emissions.

Our roadmap represents our re-baselined

2022 emissions as described overleaf,

in addition to the percentage contribution

of each of the reduction levers from 2025

to reach our 2030 near-term target.

An element of activity growth has been

included to represent the increase in

cement volumes back to baseline levels.

The reduction contributions to 2050

have not been represented here given

the uncertainties in technological and

regulatory changes.

Our Carbon Delivery Group is developing

country-speciﬁc net zero roadmaps that

align regional decarbonisation initiatives

with our strategic levers, ensuring that

each region contributes measurably

to our Group-wide net zero objectives.

Sustainability

Planet

Breedon Group plc

Annual Report and Accounts 2025

2025 emission reduction

highlights

kgCO

e/£ revenue

10% reduction

Our absolute scope 1 and scope 2

emissions decreased by 5% compared

with 2024. As part of this reduction is

attributable to lower volumes during the

period, we also monitor emissions intensity

to account for changes in market activity.

The headline intensity metric we use is

by £ revenue. Using our location-based

emissions, the total the resultant emissions

intensity is 0.9kgCO

e/£ revenue.

This represents a reduction of 10% in

comparison to 2024.

An alternative carbon intensity metric

relates our emissions to the annual sales

tonnages of our core products (cement,

ready-mixed concrete, aggregates

and asphalt). In 2025 this fell 7% from

40.0kgCO

e/tonne to 37.3kgCO

e/tonne.

We have achieved these reductions

through a combination of improvements

across our eight core decarbonisation

levers. Details of our improvements are

highlighted throughout the sustainability

section of this report.

Our trial of hydrotreated vegetable oil

(HVO) in 2024 returned positive results

and as such, we have expanded its use to a

second site in 2025. Leaton quarry utilised

HVO for six months, resulting in a 40%

reduction in the site’s emissions.

Carbon capture and storage

LEVER

The use of carbon capture technology

within the cement sector continues to

gather pace. The ﬁrst full-scale capture

plant is operational in Europe and work is

underway on the UK’s ﬁrst plant. Breedon

is progressing this technology through the

Peak Cluster CCS project, which brings

together other emitters across the cement

and lime sector located in the Peak District,

to capture and store over 40% of the UK

cement and lime industrial CO

emissions by

the early 2030s.

Central to this eﬀort is our Hope Cement

plant, the largest in the UK. Recent key

milestones for the project include:

the formation of Peak Cluster Ltd: a joint

venture between a number of investors:

Breedon, Tarmac CRH, Holcim UK and

SigmaRoc as well as Progressive Energy,

Sumitomo Energy Evolution Ltd and the

National Wealth Fund;

securing £28.6m of equity investment

from the National Wealth Fund;

commencement of the FEED for the

pipeline which will transport the CO

from the Peak District to the store; and

development of the planning consent

strategy for the project.

Kinnegad alternative fuels

We have expanded alternative fuel capabilities

at Kinnegad Cement plant, commissioning

new systems for MBM, solid recovered fuel

(SRF) and crumbed rubber. These upgrades

support the journey toward 100% alternative

fuel use.

Click or scan to ﬁnd out more

Fuel switching

LEVER

We continue to make strong progress in

substituting fossil fuels with waste-derived

and biogenic alternatives. This is supported

by a diverse range of established and

emerging alternative-fuel streams.

Developing new fuel sources requires

close collaboration with suppliers,

detailed testing to ensure consistency and

quality, and regulatory support alongside

kiln-based trials to ensure compliance with

emissions limits.

Kinnegad Cement plant expanded its

alternative-fuel capabilities through several

upgrades, including the installation of a new

system to handle animal-waste-derived

meat and bone meal (MBM). The combined

alternative fuel rate at our cement plants

has increased to a new high of 53%.

We have continued to invest in our asphalt

plants, particularly in burner upgrades

traditionally reliant on oil-based fuels. In

2025, we completed burner replacements

and upgrades at three further sites in GB.

These sites can now use LPG, reducing

emissions and providing operational

beneﬁts. The new dual-fuel burners are also

designed to accommodate lower-carbon

fuels such as rDME in the future.

alternative fuels substitution rate

53%

Sustainability

Planet

Strategic report

Governance

Financial statements

Additional information

Asphalt plant upgrades

Breedon is reducing the carbon footprint of

asphalt production by switching from fuel

oil to LPG across selected plants, cutting

emissions by around 10%.

Click or scan to ﬁnd out more

Energy management systems

78% of our operational sites hold ISO 50001

energy management certiﬁcation at the

end of 2025. During the year we rolled

out our new Group-wide ESG reporting

tool which includes energy performance

monitoring and tracking against targets. This

investment into our sustainability reporting

systems demonstrates our commitment to

produce accurate and reliable performance

data. Our dedicated Energy Delivery

Group also includes representatives from

all Breedon’s platforms to share learnings

and energy opportunities.

Operational eﬃciency

LEVER

Operating our plant and equipment

eﬃciently delivers both energy and

carbon savings.

In 2025, Hope Cement plant installed

the ﬁrst of two new high-eﬃciency

cement mill motors. Once both motors

are commissioned, the upgrades will

deliver a signiﬁcant reduction in power

consumption at the site.

Energy management

renewable energy generated on-site

Over 5,000 MWh

On-site renewables

LEVER

The 14MW ground-mounted solar farm at

Kinnegad Cement plant was commissioned

in June. Since commissioning, the 26,000

panel farm has generated 16% of the site’s

electricity needs and reduced scope 2

emissions by more than 1,500 tCO

This project has signiﬁcantly increased our

on-site clean-energy generation capacity,

with more than 5,000 MWh produced in

2025. Generation is projected to reach

10,000 MWh in 2026, supported by planned

roof-mounted solar installations.

On occasion in 2025, the site operated

entirely on solar electricity and 100%

alternative kiln fuel substitution.

New technologies

LEVER

We continue to invest in new technologies

to improve the energy eﬃciency of

our operations. In 2025, we completed

a boiler-system upgrade at our

bitumen terminals in Belfast and Dublin

ports. The modernisation included

energy-recovery systems, automated

water-quality management, optimised

combustion control and improved start-up

and standby management. These upgrades

will reduce fuel use, electricity consumption

and chemical demand, while improving

burner performance.

A further £15m of capital expenditure on

replacement vehicles across the Group

will provide incremental improvements

to energy eﬃciency and carbon savings

through newer, more eﬃcient engines.

We have also invested in our asphalt plants

in GB. Our Longwater asphalt plant has

beneﬁtted from a £3.5m investment to

modernise the production process.

Sustainability

Planet

Breedon Group plc

Annual Report and Accounts 2025

Water loggers

Breedon’s roll-out of smart water meters

continues to deliver meaningful results.

Automated monitoring at Naunton

quarry identiﬁed a previously undetected

underground leak that traditional checks

had missed, enabling rapid intervention,

reducing water waste and supporting more

eﬃcient, sustainable water management

across the business.

Click or scan to ﬁnd out more

avoided water loss

>5,000m

Environmental management

Across the Group, 77% of our operational

sites are externally certiﬁed to the ISO 14001

environmental management standard.

Our Group Environment Policy reinforces

our commitment to operating sustainably,

using resources responsibly and, where

possible, substituting primary resources

with alternatives.

This commitment is demonstrated through

the ARM project at Hope, commissioned

in 2025. The project established a new

benchmark in the use of alternative

materials, including waste by-products

from our Welsh Slate operations. Beneﬁts

include improved raw-material options,

lower environmental emissions at the plant

and reduced transport emissions through

the shift from road to rail.

Waste

We continue to focus on our ambition to

send zero general waste to landﬁll; however,

operational constraints have meant the

goal to reach this by 2025 was not met.

We achieved a 79% general waste diversion

from landﬁll rate in 2025 an increase from

76% in 2024.

We are making progress across several

areas of waste avoidance, re-use of

production by-products and recycling of

wastes otherwise landﬁlled. We introduced

a dedicated circular economy manager in

GB and made a number of improvements at

our Kinnegad Cement plant. These were led

by the site’s Green Lean Team and included

improvements to segregation and storage

and the ban of single-use plastics from site.

Air quality

Our sites operate under environmental

permits that set emissions limits and require

the use of best available techniques to

mitigate environmental impacts.

Our cement plants carry the most

stringent permit conditions due to the

chemical characteristics of raw materials

and the complexity of the production

process. Emissions of sulphur dioxide,

nitrogen oxides and dust are closely

monitored. At Hope Cement plant, the

adoption of lower-sulphur raw materials

is already reducing sulphur-dioxide

emissions signiﬁcantly.

Water

Water management plans have been

developed for all of our quarry sites in GB.

These plans provide greater understanding

of water ﬂows and identify opportunities

for improvement. Our roll-out of

automated water meters continues with

a further 21 loggers installed in 2025. The

data from these meters has highlighted

several sites with abnormal water use, and

allowed us to take corrective action.

The dependence on water availability to

our operations was highlighted further

during the initial phases of the TNFD

process. Ensuring responsible use of this

resource is critical, and forms a key part of

the work of the Natural Resources Delivery

Group. In 2025, 27 sites were located in

areas of water stress, these sites accounted

for 1% of our total water withdrawals.

Responsible use of natural

resources, positive impact

on biodiversity

Sustainability

Planet

Strategic report

Governance

Financial statements

Additional information

Click or scan to

ﬁnd out more

Nature and biodiversity

We aim to protect and enhance biodiversity

across all our operational sites through

the development and implementation of

well-designed biodiversity-management

and restoration plans. Across the Group,

43 Biodiversity Action Plans (BAPs) are in

place, and planned actions are progressing.

Following on from the work started in

2024 to understand our impacts and

dependencies in and on the natural

environment based on the TNFD

guidance, we have moved onto the next

stage of the LEAP approach.

In partnership with external consultants,

we have followed the ACT-D approach to

assess and embed nature considerations

more fully into the business.

Assess

– We have reviewed how nature

interacts with the Group’s business model

to ensure our actions and targets focus on

the most material areas. This assessment

considered our impacts and dependencies

across both operations and value chain,

along with the risks and opportunities that

may aﬀect our activities.

Commit

– Building on insights from the

Assess stage, and reﬂecting areas where

we already demonstrate strong practice,

we have deﬁned a clear ambition statement

and identiﬁed targets to guide our nature

strategy and deliver meaningful impact.

Transform

– We are developing the actions

required to strengthen our relationship

with nature and achieve the targets set at

the Commit stage. This includes creating

and embedding a phased roadmap with

key milestones, timelines and deﬁned

stakeholder responsibilities to ensure

eﬀective delivery.

Disclose

– Report throughout the journey.

Nature

2025 highlights

Mullaghlass restoration

Our former quarry in

Northern Ireland received

recognition for excellence

at the Aggregates Europe

Sustainable Development

Awards for the restoration

work undertaken on-site.

Hadﬁelds nature

reserve

A ﬂagship biodiversity

project at Hope Cement

plant, supporting nature and

strengthening community

engagement.

Holme Hall

biodiversity walk

Colleagues at Holme Hall

quarry created a Biodiversity

Walk along a meandering

stream, designed to oﬀer

moments of calm and

connection with nature. Picnic

table areas along the route to

encourage visitors to pause

and enjoy the surroundings.

Blackmountain new

pond construction

As part of Breedon’s

biodiversity-enhancement

work, the Belfast Hills Action

Plan identiﬁed three locations

for new ponds. Through the

Journey to 30x30 scheme, the

ﬁnal pond was constructed

at Blackmountain quarry

to support local newt

populations and wider wildlife.

Kinnegad

biodiversity hub

Following the formation

of the biodiversity team at

Kinnegad Cement plant,

the team continue to make

improvements across the site.

These included the ﬁt-out

of their biodiversity hub, a

biodiversity information panel

on the dedicated wellness

track and further planting

of trees and wildﬂowers in

addition to new birdfeeders

and nest boxes on-site.

trees planted

22,550

environmental

volunteering events

Biodiversity Week

Our 2025 Biodiversity Week was our

largest and most impactful to date. The

company-wide initiative was built around

ﬁve themes: Wildlife, Environment,

Education, Community and Doing Our

Bit. It was supported by more than 1,000

participants, including internal sustainability

teams, site managers and external partners

such as wildlife trusts, ecologists, councils

and community organisations.

Click or scan to ﬁnd out more

Sustainability

Planet

Breedon Group plc

Annual Report and Accounts 2025

Future focus

To build on our successes in 2025,

our priorities for the year ahead include:

creation of carbon reduction roadmaps

for each of our operating divisions;

focusing further on reducing

scope 3 emissions;

continuing to progress the Peak Cluster

CCS project at Hope Cement plant;

rolling out additional water meters

to identify further water-eﬃciency

opportunities; and

ﬁnalising, implementing and

communicating our nature strategy.

Click or scan to view more Planet performance data

Planet

performance data table

2021

2022

2023

2024

2025

YOY

change

Total scope 1 emissions*

ktCO

1,829

1,749

1,616

1,551

1,479

(5)%

Total scope 2 emissions (location)*

ktCO

(15)%

Total scope 2 emissions (market)*

ktCO

250%

Total scope 3 emissions*

ktCO

–

696

693

789

909

15%

Emissions intensity*

Revenue kgCO

e/£

1.6

1.3

1.1

1.0

0.9

(10)%

Emissions intensity by core products*

kgCO

e/t core products

44.2

46.3

43.9

40.0

37.3

(7)%

Energy Intensity by core products

kWh/tonne

68.3

71.7

70.5

65.9

62.8

(5)%

Alternative fuels substitution rate

% of kiln fuel GJ

46.1%

48.5%

48.0%

48.1%

53.2%

5.1ppt

Biofuel used

% of kiln fuel GJ

19.5%

21.1%

18.4%

18.2%

22.2%

4ppt

Mains water

litres/tonne

14.5

13.7

16.5

14.6

15.2

Total non-production waste generated

tonnes

–

6,140

4,189

5,490

31%

Trees planted

number

24,800

31,300

7,400 13,400

22,550

68%

Hectares restored

–

25%

Unadjusted emissions from Breedon activities operational in year.

Sustainability

Planet

Strategic report

Governance

Financial statements

Additional information

Making a material

diﬀerence to society

Our 4,800 colleagues are at the heart of our business. Alongside

our focus on attracting talent and developing and empowering our

workforce, we also aim to be a good neighbour and to create a

positive impact in the communities in which we operate.

Increase colleague awareness, knowledge

and engagement through improved

communication

Strengthened internal communications by

introducing dedicated business partners to maintain

clear, consistent messaging aligned to our priorities

Finalise a mental-health framework in

partnership with colleagues and external

organisations

Expanded wellbeing support, delivering tailored

Mental Health First Aid training through the

Lighthouse Charity, enhanced EAP services via Latus

and providing critical-incident support when needed

Grow our early-careers pipeline

Welcomed 56 new apprentices, one of our largest

intakes further strengthening our early-careers pipeline

Strengthen and embed performance-

management conversations

Trained 294 managers through our Management

Essentials programme across all three divisions,

enhancing conﬁdence and capability in performance

leadership

Implement a new Group-wide ESG reporting

and management tool and establish a new

system for quantifying social impact

Adopted Thrive’s Impact Evaluation Standard and

began capturing Group-wide social value activity

through our new ESG platform, Enablon

Embed our new social value methodology

Embedded social value KPIs within our performance

framework, supported by published guidance

Develop a compelling and inclusive beneﬁts

oﬀering and launch a ﬂexible beneﬁts

platform

Launched the Thanks Ben beneﬁts platform in GB and

Ireland, oﬀering colleagues and their families ﬂexible

access to wellbeing support, Perks at Work and Digital

GP services

What we said

Progress in 2025

Click or scan to ﬁnd out

more about the People pillar

Generate £500m cumulative social value by 2030

Target £500m

Progress towards

2030 target

Sustainability

People

£134.5m

Breedon Group plc

Annual Report and Accounts 2025

new apprentices

Investment in early careers

Developing future talent remains central to

our people strategy. We support students,

school leavers, and those seeking a fresh

start, while creating opportunities that bring

fresh ideas and new perspectives into the

business. In 2025, we welcomed 56 new

apprentices (14% female), along with two

industry placements in Northern Ireland.

Their fresh ideas and energy continue to

help shape the future of our sector.

2025 highlights

Retained Silver membership of The 5%

Club reﬂecting our ongoing commitment

to earn and learn opportunities across

the UK.

Apprentice Luke Howells named Civil

Engineering Apprentice of the Year at

GCS Training (Gower College Swansea).

Won the Education Award at the 2025

Mineral Matters Awards for teacher-

engagement events held at our Telford

and Derbyshire sites. These events

enable teachers to meet apprentices

and gain ﬁrst-hand insight into the wide

range of career pathways within the

minerals sector.

Colleague engagement

Our colleagues are at the heart of everything

we do, and our latest engagement

survey reﬂects this. With a strong Group

engagement score of 77% – above the

industry benchmark – our eﬀorts to

support, develop and empower our people

are having a clear impact.

We prioritise open communication across

the Group through regular team updates,

monthly updates from our country chief

executives, and leadership conferences,

ensuring colleagues remain well-informed

and connected to our priorities.

We were pleased to be recognised as a

Group within the top 100 on the Financial

Times Europe’s Best Employers list and,

for the third consecutive year, in the

Sunday Independent’s Ireland’s Best

Employers 2025 list, where we placed

seventh in the construction category.

Core values

Our culture is built on four core values.

During the year, as part of our integration,

we’ve focused on bringing them to life,

particularly through collaboration with

our colleagues in the US. Together, we

have explored how these values shape

our behaviour, guide our decisions, and

inﬂuence how we work with one another

every day. This ongoing focus reinforces

a shared understanding of who we are,

what we stand for, and how we contribute

to a positive, aligned workplace culture.

Colleague support

and wellbeing

Health, safety and wellbeing remains our

top priority. We continue to work with

partners such as Elephant in the Room

and the Lighthouse Construction Industry

Charity, whose Make It Visible team

has delivered impactful mental health

sessions across GB and Ireland.

Each year we oﬀer one day of paid

volunteering leave and match colleague

fundraising up to £/€/US$200

per person.

Our beneﬁts platform, Thanks Ben,

now serves colleagues across GB

and Ireland, while our new Digital GP

service provides fast online access to

healthcare professionals.

Developing and empowering

a diverse, talented workforce

Sustainability

People

Strategic report

Governance

Financial statements

Additional information

Gender representation

as at 31 December 2025

89%

11%

Executive management

1,075

168

86%

14%

Management roles

69%

31%

Senior leaders

4,092

688

86%

14%

All employees

Male

Female

Skilled and diverse workforce

Our colleagues’ expertise and unique

perspectives drive improvement and

innovation. We are committed to an

inclusive workplace where everyone feels

respected, supported, and empowered.

Our multi-generational team brings

a variety of views on communication,

leadership, work–life balance, and

technology. We support their growth

through training, listening sessions, and

reverse mentoring, creating opportunities

to share experiences and learn from one

another. By combining knowledge in this

way, we strengthen teamwork and ensure

every voice counts.

These ongoing conversations help us

understand how to best support our people,

leverage generational diversity to enhance

innovation, improve decision-making, and

build a culture where everyone contributes.

Leadership development

We continue to embed our Management

Essentials Level One training and will

implement Level Two in 2026.

Our partnership with Cranﬁeld Business

School has supported several senior

managers in completing leadership

development programmes, supporting

career progression and succession planning

across the Group.

Developing leaders across the

US through Management Essentials

Level One training

As part of our commitment to developing

strong and conﬁdent leaders across the Group,

we expanded our Management Essentials Level

One training to the US in 2025. This initiative

supports the integration of our US businesses

and ensures a consistent approach to people

leadership across all regions.

Click or scan to ﬁnd out more

managers trained

294

Sustainability

People

Breedon Group plc

Annual Report and Accounts 2025

Social value – investing in our

communities

Being a socially and economically

responsible business is a core component of

Breedon’s strategy to ensure the long-term

sustainability of our organisation. Alongside

our environmental commitments, we

prioritise engaging with and investing

in local communities, creating a positive

legacy that aligns with both our current and

future commercial ambitions.

In 2025, we introduced a transparent

methodology for measuring our social

impact, using ﬁnancial proxies aligned to

Thrive’s Impact Evaluation Standard. This

marked a signiﬁcant step forward in how we

understand, quantify and report the value

we create for society. We committed to

delivering £500m of social value between

2025 and 2030 and launched a three-year

social value strategy to guide our approach.

During 2025, our ﬁrst year of delivery,

we focused on establishing a strong

foundation on which to build and more

eﬀectively target our social-impact

initiatives. By adopting an external

framework, we can better understand our

contributions, plan strategically for the

future and align community investment

with key business priorities. This approach

helps ensure that our social impact activities

deliver meaningful and lasting outcomes for

both local communities and Breedon.

Supporting

digital inclusion

Donated 120 laptops

and 69 screens to digital-

inclusion projects in

Derbyshire, Oxfordshire

and the Highland Council area.

Investing in community assets

Strengthened the communities in which

we operate by investing in sports and

recreation facilities, renewable-energy

projects and community infrastructure.

Road Safety Week

Raised awareness of road

safety across our sites and

communities as part of Brake’s

national campaign in November.

Tackling food poverty

Supported local foodbanks

and initiatives focused on

reducing food insecurity

in our communities.

Edlington pedestrian

crossing

Fully funded a new pedestrian

crossing outside Hill Top Academy

and Community Centre in Edlington,

Doncaster, creating a safe route for

children and vulnerable adults.

Give Back December

Delivered 758 volunteer hours and over

£96,000 in donations throughout December

to support local community organisations.

Social impact

highlights 2025

Build my future

Worked with schools across Missouri to

showcase the range of careers available

in our sector.

Click or scan

to ﬁnd out more

Sustainability

People

Strategic report

Governance

Financial statements

Additional information

To build on our successes in 2025, our

priorities for the year ahead include:

engagement on the Breedon Women’s

Network;

introducing a reverse-mentoring

programme to strengthen insight and

connection across all levels;

developing leadership competencies

and further embedding our Management

Competency Framework;

rolling out Management Essentials

Level Two training to enhance

management capability;

launching new development

programmes to support succession

planning and long-term organisational

resilience;

strengthening our volunteer programme

to enable colleagues to better support

local communities and charitable

organisations;

developing a more structured and

targeted approach to community

investment, ensuring that charitable

donations are directed to areas of

greatest need and aligned with our

values; and

increasing the breadth of social value

metrics we measure and report, enabling

a more comprehensive understanding of

our impact.

Future focus

People

performance data table

2021

2022

2023

2024

2025

YOY

change

Proportion of women

in workforce

13.4%

13.5%

14.6%

15.1%

14.4%

(0.7)ppt

Employee turnover rate

11.8%

12.6%

10.6%

11.5%

12.0%

0.5ppt

Employee training hours

13,651

21,919

22,697

23,095

27,971

21%

Social value generated (£m)

–

134.5

–

Community/charitable ﬁnancial

donations (£k)

155

318

455

604

677

12%

Community/charitable material

donations (t)

513

669

3,273

1,555

2,505

61%

Total hours volunteering

2,114

2,155

6,762

214%

Neighbour complaints

13%

Click or scan to view more People performance data

Employment and

education

schools supported

1,096

days of work experience

928

hours of educational outreach

Community investment

1,050

hours of community

engagement

2,505

tonnes of materials donated

£153,000

provided to grassroots sports

clubs

Colleague investment

12,232

CPD training hours

Environment

701

hours of environmental

volunteering

Sustainable

procurement

635

hours of modern slavery

training

In total we generated £134.5m of added social and local economic

value through our strategic focus areas in 2025.

Our social value totals

Our social value is measured across ﬁve

core pillars: employment and education,

community investment, colleague

investment, environment, and sustainable

procurement. Volunteering and donations

sit at the heart of our approach to

community investment, enabling our

colleagues and resources to make a

material diﬀerence in the communities

where we operate.

In 2025, Breedon colleagues delivered 6,762

volunteer hours, representing an increase

of more than 200% compared with 2024.

This growth was supported by targeted

campaigns such as Biodiversity Week and

the inaugural Give Back December initiative.

Alongside volunteering, we made more

than £815,000 in community donations

during the year, including the value of

materials donated. We also introduced

several re-use initiatives, providing

in-kind donations such as laptops, winter

clothing and furniture to local community

organisations, further extending our

positive impact.

Our volunteering hours and community

donations have been externally assured

alongside our social value total.

Sustainability

People

Breedon Group plc

Annual Report and Accounts 2025

Making a material

diﬀerence to the built

environment

Our products play an important role in shaping the places and spaces

around us. With growing demand for more sustainable construction,

we recognise our responsibility to provide innovative, lower-carbon

and more sustainable solutions for our customers. We continue

to deliver this through our focus on research and development,

innovation and collaboration.

Further establish our Breedon Balance

range and continue progress towards our

2030 target

39% of the Group’s revenue across the

manufactured products portfolio is from the

Breedon Balance range

Continue investing in production capabilities

that support more sustainable processes

and materials

Continued investment in production capabilities

including the ARM project at Hope Cement plant

commissioned in 2025, and in asphalt plants in GB

to further expand use of RAP

Grow our innovation pipeline and embed

governance to drive delivery

Activated a dedicated Sustainable Products

Delivery Group, which met regularly to share

insights and accelerate product innovation

Invest in research and development

Continued investment with value chain partners

to develop lower carbon products

Continue to expand our Environmental

Product Declarations (EPD) oﬀering to a

wider range of our products

Completed life cycle assessments (LCA) for

asphalt product ranges, with new EPDs planned

for release in 2026

What we said

Progress in 2025

Click or scan to ﬁnd out

more about the Places pillar

50% of the Group’s revenue across the manufactured

products portfolio from the Breedon Balance range by 2030

39% achieved

Target 50%

Progress towards

2030 target

Sustainability

Places

Strategic report

Governance

Financial statements

Additional information

Life cycle assessments

In 2025, our Ireland asphalt business

completed detailed LCA reports for 358

asphalt mixes. We have now engaged an

independent veriﬁer, with the aim of ensuring

all asphalt mixes have completed LCAs, and

for products requiring EPDs, to have veriﬁed

declarations in place.

Research, development and

innovation

Our innovation and technical teams across

the Group have been collaborating with

value chain partners to develop lower-

carbon products while maintaining product

performance.

Trials of alternative materials for use in asphalt

mixes that deliver lower life cycle emissions

have shown positive results. The development

of admixtures for concrete products which

allow high cement replacement without

compromising early strength gains has also

been successfully trialled.

ready-mix concrete sold

in GB containing CEM II

41%

Our focus on sustainable

development

Ireland surface course trial

with 15% RAP

A collaborative trial between Breedon

Ireland and JONS Civil Engineering tested

the feasibility of incorporating 15% RAP into a

warm-mix Stone Mastic Asphalt surface course

on the M4 motorway. Laboratory and on-site

assessments demonstrated strong technical

performance and carbon savings of more than

9kgCO

/tonne compared with the warm-mix

control and approximately 11kg/tonne

compared with a conventional hot-mix surface.

Click or scan to ﬁnd

out more

Sustainable products

LEVER

Our focus is on making our products and

services increasingly sustainable. By 2030,

our goal is for 50% of our revenue from

concrete, asphalt, blocks, tiles and brick

product sales to come from products that

meet our Breedon Balance criteria.

We have increased our proportion of

revenue from asphalt and concrete Balance

products in 2025, and will be looking to

include our other manufactured products

into the range in 2026.

Examples of our progress in 2025 include:

appointment of a dedicated circular

economy manager in GB, increasing

focus on use of recycled material;

increased sales of warm-mix asphalt in

Ireland by more than 50%;

increased proportion of GB concrete

mixes sold using CEM II to 41% (2024:

20%); and

delivering more than 150,000 cubic

yards of CarbonCure

concrete

in the US.

Sustainability

Places

Breedon Group plc

Annual Report and Accounts 2025

Click or scan to view more Places performance data

To build on our successes in 2025, our

priorities for the year ahead include:

creating LCAs for all GB quarry sites;

completing asphalt LCAs for all

mixes in Ireland and EPDs in place

for those products which are

required;

continuing to increase the use of

RAP in asphalt mixes;

launching new, lower carbon

concrete, asphalt and aggregate

materials; and

increasing our engagement with

industry partners and academia on

research and development projects.

Collaboration and inﬂuence

Breedon collaborates with industry peers

through membership of the MPA and the

GCCA. We are active participants in several

working groups that share learnings and

best practice across the sector. These

collaborations enable us to contribute to

consultations on proposed regulatory

changes and sustainability initiatives,

including revisions to the SBTi Corporate

Standard and the GHG Protocol.

We have extended our engagement with the

Institute of Sustainability and Environmental

Professionals through our Corporate

membership. Two Breedon colleagues have

progressed to full members in 2025, with

many others participating in knowledge

sharing and networking events.

We continue to engage with members of

our value chain through the Supply Chain

Sustainability School, and EcoVadis supplier

evaluation tools. By engaging with these

platforms we demonstrate Breedon’s

commitment to being the sustainable

supplier of choice.

GB retained its PAS 2080 carbon

management certiﬁcation, which reﬂects our

commitment to collaboration as a core pillar

of whole-life-carbon-reduction across the

built-environment value chain.

Across the Group, our technical and

commercial teams work closely with

customers on a daily basis to co-develop

practical, low-carbon solutions that

address complex real-world construction

challenges and support more sustainable

project outcomes.

Future focus

Places

performance data table

2021

2022

2023

2024

2025

YOY

change

Breedon Balance sales revenue

% of total manufactured products revenue

39%

% revenue from products holding an EPD

18%

17%

(1)ppt

% revenue from products that qualify for credits

in sustainable building design and construction

certiﬁcations

- 70%

81%

11ppt

Sustainability

Places

Strategic report

Governance

Financial statements

Additional information

Ensuring that we

operate responsibly

and transparently

Click or scan to ﬁnd out

more about the Principles

pillar

Underpinning our Planet, People and Places pillars, our fundamental

operating principles guide how we operate responsibly across

the business. These principles reﬂect our ongoing commitment

to health and safety, quality, ethics and integrity, governance and

stakeholder engagement.

Evaluate the materiality of our focus areas

and preparation for relevant emerging

reporting requirements

Paused our double materiality assessment to allow

emerging regulations – such as the evolving CSRD

Omnibus updates – to settle, and will resume the

exercise in 2026

Implement enabling systems and

embedding Signiﬁcant Risk Elimination

thinking across the Group to improve our

health and safety data and performance

Enablon system rolled out across GB and Ireland

to improve reporting and management. Continued

proactive focus on improving health and safety

outcomes on Five Alive Rules, Signiﬁcant Risk

Elimination, and a Slips, Trips and Falls campaign

Ensure all high-risk suppliers are registered

within the Avetta pre-qualiﬁcation system

Over 1,000 strategic and high-risk suppliers

registered on Avetta. In addition, a new AI-based

supplier audit tool was trialled in 2025 and will be

developed further in 2026

Conduct a further 34 supplier audits

Conducted a further 35 supplier audits

What we said

Progress in 2025

Sustainability

Principles

Breedon Group plc

Annual Report and Accounts 2025

Our new health and safety software platform,

Enablon, was fully deployed in GB and

Ireland in 2025, providing consistent incident

reporting, assurance and performance

insight. Deployment in the US will complete in

early 2026, enabling improved visibility and

benchmarking.

Health and safety initiatives

Breedon continued to embed the Five

Alive Rules and Signiﬁcant Risk Elimination

philosophy, maintaining a strong focus on

critical behaviours and high-risk tasks.

In September 2025, the Group delivered a

company-wide Slips, Trips and Falls (STF)

prevention campaign in response to STFs

being the leading cause of lost-time injuries.

In 2025 STFs accounted for approximately

16% of all injuries, 39% of LTIs and nearly half

of all injury days lost. The campaign, centred

on awareness, site standards, safe behaviours

Home Safe and Well

In 2025, Breedon strengthened its

approach to health and safety by

improving leadership engagement and

the management of critical risks at the

point of work. The year marked a shift

from activity-led improvement to more

disciplined and consistent management of

critical risks at point of work, supported by

stronger leadership engagement, improved

assurance and clearer expectations across

all operational platforms.

A new Group Health and Safety Strategy,

Group Standard, and Incident Classiﬁcation

Framework were ﬁnalised, establishing

consistent deﬁnitions across the Group and

strengthening governance to support more

eﬀective and comparable risk management

across all jurisdictions.

Leadership capability in health and

safety was enhanced through senior

appointments across the Group, GB and

Ireland to support delivery of the strategy

and accelerate progress into 2026.

Safety performance

Ensuring our colleagues go Home Safe

and Well each day remains our highest

priority. To ensure our safety performance

continually improves we also report and

learn from near misses, or ‘high potential’

incidents, which fell by over 30% in 2025.

While the lost time injury frequency rate was

broadly ﬂat in 2025 at 3.4 per million hours

worked (2024: 3.3), lost time injuries were

generally of a minor nature.

Recurring risk themes included slips, trips

and falls, people–plant interactions, vehicle

movements and contractor management.

These risks remain central to the Group’s

Signiﬁcant Risk Elimination programme and

continue to inform targeted interventions

and learning.

Leading indicators

Proactive safety activity increased

substantially in 2025, supported by

higher levels of safety observations, task

audits and Visible Felt Leadership visits.

Action-management performance also

strengthened, with a high proportion of

actions closed on time and no outstanding

high-priority actions at year-end.

Keeping our people

safe and well

and local ownership, was shortlisted for

an MPA Safety Award, with results expected

in June 2026.

Building on the success of the 2025 STF

campaign, Breedon will launch a Group-

wide musculoskeletal-injury prevention

campaign in 2026.

In preparation for this campaign, we are a

principal sponsor of a sector-wide research

project assessing the impact of repetitive

manual activities, the potential long-term

musculoskeletal impacts, and practical

recommendations to reduce and eliminate

future risks.

Through disciplined execution, strong

leadership and a continued focus

on the risks that matter most, Breedon

remains committed to creating safer,

healthier workplaces for all employees

and contractors.

Sustainability

Principles

Strategic report

Governance

Financial statements

Additional information

Click or scan to view more Principles performance data

In addition to our existing targets and

strategies, our focus going forward

will be on:

embedding the new Group Health and

Safety Strategy, Group Standard and

Incident Classiﬁcation Framework, and

improving critical-risk controls at the

point of work;

progressing the roll-out of Enablon

in the US;

strengthening contractor risk

management and assurance, supported

by better data and insight;

raising health and safety performance

standards across the Group, with

additional focus on the US as the

newest platform;

delivering in-person core legal

compliance training to continue

embedding a consistent compliance

culture across all jurisdictions;

maintaining supplier-audit activity and

identifying opportunities to strengthen

the audit process; and

undertaking a double materiality

assessment.

Principles

performance data table

2021

2022

2023

2024

2025

YOY

change

Combined LTIFR

(employees and contractors)

per million hours worked

3.1

3.5

3.3

3.4

Combined TIFR

(employees and contractors)

per million hours worked

19.8

17.2

17.0

17.7

18.5

CDP score – Climate Change

–

A-

–

CDP score – Water Security

–

B-

–

Number of hours employees compliance

training

–

7,356

5,746

4,679

(19)%

Supply chain audits completed

–

150%

Ethics and

integrity

We aim to operate compliantly, maintaining

high ethical standards and conducting

business with honesty and integrity. In 2025,

we invested signiﬁcant time in reviewing

and refreshing key compliance policies

and procedures, including updates to our

Code of Conduct, which sets out clear

expectations for all colleagues.

We also developed new, tailored core legal

compliance training to better reﬂect the

environments in which we operate and

expanded access to our learning platform

and compliance resources for colleagues

in the US.

Responsible procurement

LEVER

In 2025, we continued to strengthen

our approach to responsible sourcing

and procurement. We introduced new

standards and expectations within our

Human Rights Policy, complementing our

existing Sustainable Procurement Policy

and Supplier Code of Conduct.

Highlights in 2025 included:

increasing the number of supplier audits

conducted across our supply chain;

creating an accessible overview of our

Supplier Code of Conduct to reinforce

expectations with suppliers; and

developing and deploying an AI-based

supplier-audit tool, enabling greater

supplier engagement and improvement.

By collaborating closely with suppliers,

we strengthen relationships and drive

continuous improvement, supporting

mutual growth. This proactive approach

highlights our commitment to responsible

sourcing and ethical procurement.

Carbon oﬀsets

LEVER

Our net zero plan includes a commitment to

oﬀset any residual emissions in our target

year using high-quality carbon oﬀsets. We

are developing an oﬀset and inset strategy

to determine the approach we will take and

when to acquire or generate the credits

required in 2050.

Governance

We take a structured approach to

governing our sustainability priorities,

ensuring clear oversight, eﬀective risk

management and strong compliance.

This is detailed on pages 64 and 65 and the

Corporate Governance section on page 103.

Future focus

Sustainability

Principles

Breedon Group plc

Annual Report and Accounts 2025

SECR statement

The following section sets out Breedon

Group plc’s annual energy consumption,

associated GHG and other required

information, in accordance with the

Companies (Directors’ Report) and Limited

Liability Partnerships (Energy and Carbon

Report) Regulations 2018.

Our GHG emissions have been calculated

using the GHG Protocol Corporate

Accounting and Reporting Standard.

We apply an operational-control boundary

and use UK Government GHG Conversion

Factors for Company Reporting (2025),

supplemented with International Energy

Agency emission factors for non-UK sites

where relevant. For sites operating within

the UK and EU Emissions Trading Schemes,

ETS-veriﬁed emissions data for kiln fuels has

been used.

Our GHG emissions are reported in tonnes

of carbon dioxide equivalent (tCO

e), for the

period 1 January to 31 December 2025.

We report our location-based and market-

based emissions separately as per previous

years, to reﬂect the Group’s choice of

electricity supply.

For baselining and ongoing comparison,

we report our emissions using an intensity

metric based on £ revenue. Using our

location-based emissions total, the resulting

emissions intensity is 0.9kgCO

e/£ revenue.

This represents a 10% reduction compared

with 2024.

Details of the energy-eﬃciency actions

undertaken during the period are provided

on page 72.

Our scope 3 emissions are calculated in line

with the GHG Protocol Corporate Value

Chain (scope 3) Accounting and Reporting

Standard, and with the requirements of the

SBTi Corporate Manual. We report on 12

scope 3 categories; categories not listed

have been assessed as not relevant to

our business.

GHG data is monitored internally

throughout the year through the Executive

Committee, the Sustainability Committee

and regular Board updates. Bureau Veritas

provides external assurance over our

scope 1 and scope 2 emissions, as well

as scope 3 Category 1 emissions (from

purchased cement and clinker only) and

Category 3 emissions.

Bureau Veritas’s assurance process is

carried out in line with the requirements of

the International Standard on Assurance

Engagements ISAE 3000.

Click or scan to view

the full Limited Assurance

Statement

Breakdown of scope 3 emissions categories

2025

tonnes

2024

tonnes

2025 % of

total scope 1,

2, 3 emissions

Cat 1

Purchased goods and services

528,673

465,983

21.6

Cat 2

Capital goods

24,144

22,478

1.0

Cat 3

Fuel and energy-related activities

113,862

117,289

4.6

Cat 4

Upstream transportation and distribution

185,919

135,122

7.6

Cat 5

Waste generated in operations

708

644

0.0

Cat 6

Business travel

1,667

1,619

0.1

Cat 7

Employee commuting

12,243

11,292

0.5

Cat 9

Downstream transportation and distribution

22,985

22,770

0.9

Cat 10

Processing of sold products

9,892

4,186

0.4

Cat 12

End of life treatment of sold products

3,859

2,801

0.2

Cat 13

Downstream leased assets

1,858

2,991

0.1

Cat 15

Investments

3,185

2,187

0.1

Scope 3 total

908,995

789,362

37.1

Breakdown of scope 1 and scope 2 emissions

United

Kingdom

Rest

of the

World

2025

Group

total

2024

% change

On-site combustion (MWh)

1,594,385

688,812

2,283,197

2,352,729

(3.0)%

Electricity (MWh)

237,794

77,924

315,718

324,120

(2.6)%

Road transport (MWh)

70,379

53,681

124,060

109,554

13.2%

Energy (MWh)

1,902,558

820,417

2,722,975

2,786,403

(2.3)%

Scope 1 process emissions (tCO

600,690

271,572

872,262

923,957

(5.6)%

Scope 1 (non-process) (tCO

446,347

160,016

606,363

627,575

(3.4)%

Scope 2 (tCO

e) location-based

41,967

21,434

63,401

73,969

(14.3)%

Total (tCO

e) location-based

1,089,004

453,022

1,542,026

1,625,501

(5.1)%

Scope 2 (tCO

e) market-based

624

6,801

7,425

2,482

199.2%

Total (tCO

e) market-based

1,047,661

438,389

1,486,050

1,554,014

(4.4)%

Sustainability appendix

SECR

Strategic report

Governance

Financial statements

Additional information

TCFD compliance statement

We have set out our climate-related

ﬁnancial disclosures consistent with the

11 recommendations of the TCFD and in

compliance with UK Listing Rule 6.6.6R.

These disclosures reﬂect our assessment

of climate-related risks and opportunities,

our governance arrangements and our

progress against climate-transition and

decarbonisation targets. We continue to

monitor evolving regulatory requirements,

including the CSRD and UK Sustainability

Reporting Standards.

Our Sustainability report from page 62 sets

out how Breedon is responding to the urgent

challenge posed by climate change, our

progress against the metrics and targets

which we have set to decarbonise our

business, and the practical actions we are

taking to achieve this. In 2025 we published

our ﬁrst Climate Transition Plan, in line with

the requirements of the TPT.

Our TCFD disclosure supplements the

Sustainability report by providing a clear

analysis for our stakeholders on how

climate change impacts Breedon’s risk

and opportunity landscape, and the

governance arrangements we have in

place to support delivery of our strategy.

We continue to report progress against

our carbon reduction targets on pages

43 and 69.

TCFD pillar

Our response

Further information

Governance

Disclose the organisation’s

governance around

climate-related risks and

opportunities.

The Board retains overall responsibility for

climate-related risks and opportunities and is

supported by the Board-level Sustainability

Committee, which meets three times per year.

The Executive Committee is responsible for the

design, implementation and execution of climate-

and sustainability-related strategies.

The Group Sustainability Director leads

Breedon’s sustainability team and

chairs the cross-divisional Sustainability

Steering Committee. They have day-

to-day management responsibility for

climate-related issues.

Climate change

governance

process

»65

Sustainability

Committee report

»124

Strategy

Disclose the actual and

potential impacts of

climate-related risks and

opportunities on the

organisation’s businesses,

strategy, and ﬁnancial

planning where such

information is material.

Climate change presents both risks and

opportunities for Breedon’s sustainable-growth

strategy. To ensure that our approach reﬂects

the latest science, we model a range of

climate-warming scenarios to assess potential

impacts on operations, markets and supply

chains. These assessments have identiﬁed

tactical actions to manage climate-related

risks and opportunities and have not required

fundamental changes to our overall strategy.

Our strategic commitment to

sustainability is demonstrated through

our key strategic objectives of Expand

and Improve, with decarbonisation a

critical element of delivering value for all

our stakeholders.

Climate scenarios

modelled

»89 and 90

Chief Executive

Oﬃcer’s review

and strategy

»28 to 35

Sustainability:

Our approach

»62

Sustainability:

Strategic actions

and progress

achieved

»67 to 86

Risk management

Disclose how the

organisation identiﬁes,

assesses, and manages

climate-related risks.

Climate-related risk identiﬁcation, assessment

and management are integrated into the Group’s

overall risk-management and internal-control

framework. Climate change and associated

regulatory developments are recognised

principal risks within this framework.

We have embedded a sustainability risk register

into the Group-wide risk processes.

The Group Sustainability Director,

together with management teams

and the cross-divisional Sustainability

Steering Committee enhanced the

outputs from the climate risk review

exercise in 2025 with further in-depth

modelling and agreed action priorities

with management.

Climate risk

management

processes

»89

Climate-related

risks and

opportunities

»91 to 93

Managing our risks

and opportunities

»49 to 59

Metrics and targets

Disclose the metrics and

targets used to assess

and manage relevant

climate-related risks and

opportunities where such

information is material.

We report our emissions metrics in line with

UK SECR requirements, including absolute

scope 1, scope 2 and relevant scope 3 emissions,

alongside intensity indicators.

We have committed to achieving net zero

emissions across our value chain by 2050,

supported by science-based near-term and net-

zero targets validated by the SBTi.

Progress against these targets

is monitored by management,

the Executive Committee, the

Sustainability Committee and the

Board.

Performance measures, linked to

remuneration frameworks for senior

leaders, support delivery of our

climate-related objectives.

SECR reporting

»87

Carbon targets

and progress

»69

»87

Sustainability

objectives and

remuneration

»43

Net zero road

map

»70

Sustainability appendix

TCFD

Breedon Group plc

Annual Report and Accounts 2025

Sustainability appendix

TCFD

Climate risk management

process

Climate change is one of Breedon’s

principal risks, with climate-related risks

and opportunities integrated into the

Group’s overall risk management and

internal control framework, set out on

pages 49 to 59.

As part of our broader risk-management

processes, we undertook a full

climate-risk review in 2022, with

physical-risk assessments and scenario

modelling updated in 2025 to reﬂect

newly acquired sites and evolving climate

projections.

This review assessed both physical and

transitional risks across multiple time

horizons through to 2050, enabling a

comprehensive understanding of our

evolving risk landscape.

The outputs underpinned the selection

of the most signiﬁcant climate-related

risks and opportunities included in our

scenario analysis and sustainability

risk register.

Climate scenarios considered

and impact on risk

Our ﬁnancial planning assumes that each

division meets its commitment to achieving

net zero emissions by 2050.

While the pace of policy change and

technological development varies

across scenarios, our modelling assumes

no scalable short-term substitute for

concrete products.

Across the scenarios assessed, the Group

remains proﬁtable and cash generative,

although in some scenarios some

restructuring of our operating model may

be required to achieve this.

Given the decarbonisation pathway for

cement, transitional risks present the

greatest ﬁnancial implications for Breedon,

particularly under scenarios involving rapid

increases in carbon prices. Physical risks,

while present, are less ﬁnancially material

in comparison.

Together, our scenario analysis, physical-risk

modelling and ﬁnancial-impact assessment

provide a balanced view of potential

climate-related risks and opportunities

across the Group. These insights support

the integration of climate considerations

into strategic planning, capital allocation

and operational decision-making.

Scenarios modelled

We assess our exposure to climate-related

risks under multiple warming pathways

to help evaluate the potential implications

for operational continuity, carbon-cost

exposure, physical-risk intensity and

long-term market conditions.

Disorderly Transition

The Disorderly Transition scenario assumes

a delayed introduction of climate policies,

with global GHG emissions increasing

throughout the 2020s before governments

adopt more drastic measures from 2030

onwards to achieve net zero emissions by

2050. As a result, global temperatures rise

signiﬁcantly higher than under the Orderly

Transition scenario.

Transitional risks are highest in this scenario

due to the severity of late-stage policy

interventions, while physical risks also

increase as higher temperatures drive more

intense extreme-weather events.

Orderly Transition

The Orderly Transition scenario assumes

that climate policies are introduced early

and then strengthened gradually, limiting

global temperature increases to more

manageable levels.

Transitional risks rise under this pathway

because climate action is more rapid

and ambitious than under current

policies, leading to higher carbon pricing

trajectories and increased investment in

renewable energy.

Physical risks are comparatively subdued

due to lower temperature rises, although

increased frequency and intensity of

extreme weather events and weather

pattern disruption still occur.

Transitional risks are therefore the highest

of all scenarios reﬂecting the greater

severity of the measures required as a result

of the delayed implementation of policy

measures, while physical risks increase

relative to the Orderly Transition model as

increased global temperatures result in

more extreme weather events.

Adaptation scenario

The Adaptation scenario aligns with the

NGFS Hot House World pathway and

assumes that some climate policies are

implemented but are insuﬃcient to halt

signiﬁcant global warming.

Critical temperature thresholds are

exceeded, resulting in severe and

irreversible physical impacts and the

highest level of physical risk across the

three scenarios.

Policy measures in this pathway focus more

on adaptation than decarbonisation, leading

to lower transitional risk but increased

investment in climate-resilience projects.

Strategic report

Governance

Financial statements

Additional information

Sustainability appendix

TCFD

Each scenario was evaluated across three

time horizons:

Short-term to 2030

Medium-term to 2040

Long-term to 2050

The details of the risks and opportunities

considered can be found on pages 91 to 93.

The net risk or opportunity rating shown

for each type and scenario considers the

highest impacts across the time horizons.

In 2025 Breedon further deepened its

physical climate scenario analysis by

engaging in two separate modelling

exercises, described below.

Site-based climate scenario analysis

Breedon selected three sites, one each in

the GB, Ireland and the US, that have been

exposed to physical climate impacts in

recent years. For these sites, we sourced

location-speciﬁc, forward-looking climate

data for the baseline period (1990–2020)

and for all Shared Socioeconomic Pathways

climate scenarios for 2030, 2040 and 2050.

Using downtime data from 2025 and a

wider sample of 72 GB quarry sites, we

modelled the potential future Climate Value

at Risk associated with downtime caused by

increased ﬂooding, storms, cold-weather

events and water stress.

This approach was applied to the three sites

analysed and also extrapolated, using the

median climate changes from the Ireland

and UK sites to model what would happen

if the same changes occurred across the

GB quarry portfolio of 72 sites for which

data was readily available.

The conclusion of this exercise was that,

under the highest-emissions scenario

(SSP5-8.5), and using conservative

modelling assumptions, the expected

ﬁnancial impact was assessed as less

than £3m per annum by 2050, an amount

considered medium risk in the context of

the Group’s revenue. We will continue to

reﬁne and improve the granularity of our

modelling over time.

Demand impact as a result of diﬀerent

extreme weather and adaptation

eﬀorts

Breedon also assessed the potential

impact of extreme weather events on

demand for our products, considering both

construction delays (for example, due to

ﬂooding or very low temperatures resulting

in lower demand) and whether there

was any increase in demand for Breedon

products because of additional adaptation

measures following extreme weather (such

as additional ﬂood defences).

Despite exploring several modelling

approaches, no signiﬁcant impact on overall

demand could be conﬁrmed to date. Further

modelling is planned on a more granular

level over the course of the next 12 months.

Mapping to Breedon scenarios

Orderly Transition

Disorderly Transition

Adaptation

Summary

The Orderly Transition

scenario assumes

early and gradual

climate policies limit

temperature increase to

1.5°C. Transitional risks

are high, but physical

risks are subdued.

Disorderly Transition

sees delayed policy

action which leads to

higher temperatures

(up to 2.0°C) and more

severe transitional and

physical risks.

The Adaptation

scenario assumes

insuﬃcient policies

result in signiﬁcant

warming (3.0°C+), with

the highest physical

risks and increased

investment in climate

resilience projects.

NGFS scenarios

Divergent Net Zero &

Net Zero 2050

Below 2

C & Delayed

Transition

Current Policies &

Nationally Determined

Contributions

IEA World Energy

Outlook

Net Zero Emissions

(NZE)

Announced Pledges

(APS)

Stated Policies

(STEPS)

IPCC Fifth

Assessment

Report

RCP2.6

RCP4.5 > RCP6.0

RCP6.0-RCP8.5

IPCC Sixth

Assessment

Report

SSP1-2.6

SSP2-4.5

SSP5-8.5

Approx. temp

increase

1.4–1.8°C

1.4–2.7°C

2.6–4.4°C+

Breedon Group plc

Annual Report and Accounts 2025

Net risk rating

Low

Medium

High

Very high

Risks and opportunities

Risk type

PHYSICAL RISKS

TRANSITIONAL RISKS

Risk

Extreme weather events

Water availability

Carbon pricing

Net risk rating

Time horizon

Short to long

Medium to long

Risk rating by scenario

Orderly

Disorderly

Adaptation

Orderly

Disorderly

Adaptation

Orderly

Disorderly

Adaptation

Description

Our operational sites may be exposed to acute physical

risks from extreme weather in the form of ﬂooding,

high winds and extreme cold. Increased frequency of

heavy rainfall and subsequent ﬂooding poses a risk of

site inundation, damage to mobile plant equipment,

and increased water management costs. Severe winter

cold snaps threaten to damage infrastructure and pause

production, potentially resulting in project delays for our

customers and decreased operational capacity.

Climate change could put additional stress on the

availability of water, which is a key operating material for a

number of our quarries and concrete plants.

We purchase carbon allowances for our carbon emissions

under both UK and EU ETS schemes. The cost of these

allowances is forecast to rise over the long-term under

nearly all climate scenarios, as a factor of both market

pricing and the gradual withdrawal of existing free

allowances to incentivise investment in low carbon

technologies. If the cost of emissions allowances rises

faster than the speed that we are able to decarbonise, this

would result in increased input costs. Cement imported

from countries with lower carbon costs would be more

aﬀordable than locally produced cement unless a CBAM is

imposed.

Management response

The majority of Group operational sites operate to an ISO

14001 management system which requires management

of environmental impacts, including controls for adverse

events. This allows for site-speciﬁc contingency plans in the

event of extreme weather to ensure impacts are minimised.

We are also able to leverage our wide network of sites to

fulﬁl orders if impacts are localised to a speciﬁc site.

We continue to invest in smart water metering at our top

water consuming sites to understand demand patterns

and allow us to scope operational contingency measures,

including water storage. The roll-out of further metering will

continue into 2026.

We have science-based carbon-reduction targets and

roadmaps across our businesses. Progress against our

targets is monitored via KPIs that are linked to Executive

Committee remuneration. These will reduce the

carbon intensity of our business and the corresponding

requirement for emissions allowances. To the extent that

carbon prices rise more rapidly than the impact can be

mitigated through carbon reduction, our deliberate pricing

strategy has allowed us to pass on increases to date and we

expect this will continue. The EU have introduced a CBAM

commencing in 2026, and the UK government is due to

launch its own in 2027. This will ensure equal treatment

of carbon costs on international cement imports, and we

are engaged through industry bodies to ensure these are

eﬀectively implemented.

Associated metrics

Site downtime

Sites in areas of water stress

Mains water litres/tonne

Carbon emissions

Sustainability appendix

TCFD

Strategic report

Governance

Financial statements

Additional information

Net risk rating

Low

Medium

High

Very high

Risks and opportunities

Risk type

TRANSITIONAL RISKS

Risk

Capital cost of transition

Fuel costs and availability

Reputational damage

Net risk rating

Time horizon

Short to long

Medium to long

Risk rating by scenario

Orderly

Disorderly

Adaptation

Orderly

Disorderly

Adaptation

Orderly

Disorderly

Adaptation

Description

While the capital costs of our carbon-reduction strategy

are reﬂected in our ﬁnancial plans, the technology required

to decarbonise our Cement business is not yet proven at

scale and it is consequently not possible to quantify the

gross cost of the transition over the longer-term. It is likely

that very substantial capital investment will be required,

which could limit funds available to invest in growth

projects elsewhere in the business. To be commercially

viable, the costs of this investment would need to be passed

into the market through higher pricing, and without clarity

as to the level of investment required, it is unclear how this

might impact demand for cement.

The transition to a lower carbon economy is forecast to

impact the cost and availability of fuels which Breedon

currently uses or may use in the future.

If our sustainability strategy does not demonstrably

succeed in meeting the challenge of climate change, or we

fail to meet our carbon reduction targets due to a perceived

lack of commitment, we may suﬀer signiﬁcant reputational

damage impacting our relationships with our customers,

colleagues, investors and other stakeholders.

Management response

Our base case scenario is that the required carbon-

reduction technologies will be developed to operate at

scale over the medium-term, and that these will represent

commercially viable investments either on a standalone

basis or with the beneﬁt of additional government subsidy.

We are closely monitoring developments in emissions-

reducing technology, and our ﬁnancial forecasting

processes reﬂect the costs of anticipated sustainability

projects. We are an active member of the MPA and the

GCCA, supporting collaborative approaches to climate

challenges and policy development across the sector.

Our energy team monitors developments in fuel costs and

availability, and works closely with operational teams to

ensure that we have maximum optionality on the types of

fuel capable of being used in our plants. We are investing

in a number of renewable energy generation projects for

electricity to reduce dependency on volatile markets,

provide longer-term cost certainty and become a more

sustainable business.

We demonstrate our commitment to sustainability by

taking visible actions today to decarbonise our business,

setting ourselves credible targets for the future and

underpinning this with appropriate governance structures.

Our net-zero targets were validated by the SBTi during

2024, and our investments in sustainability projects

provide tangible evidence that we are taking action to

reduce the carbon emitted by our operations. Our carbon

and energy metrics are externally assured to strengthen

stakeholder trust. Our Group Sustainability Director

provides subject matter expertise in this area, and the

Board is supported, in particular by the Sustainability

Committee, to ensure that our governance structures

are appropriate to provide challenge.

Associated metrics

Capital expenditure

Operational expenditure

Carbon emissions

Sustainability appendix

TCFD

Breedon Group plc

Annual Report and Accounts 2025

Risks and opportunities

OPPORTUNITIES

Opportunity

Alternative uses of land resources

Climate resilience

and/or green infrastructure projects

Sustainable products

Net opportunity rating

Time horizon

Medium to long

Short to long

Opportunity rating by

scenario

Orderly

Disorderly

Adaptation

Orderly

Disorderly

Adaptation

Orderly

Disorderly

Adaptation

Description

We have signiﬁcant land holdings, typically areas of

our quarries on which restoration has been completed,

which could be used for alternative purposes such as

carbon sequestration to generate our own emissions

credits, biodiversity net gain or to host renewable energy

infrastructure.

Our products are used in infrastructure projects which both

enhance physical climate resilience, such as ﬂood defence

schemes, and in transitional technologies, such as green

energy networks. Increasing investment into these types of

project increases demand for our existing products.

Demand for more sustainable products is expected to

increase, which provides a market opportunity to improve

both volumes and margins through product innovation and

investment in lower carbon technologies.

Management response

We have further analysed our natural and social capital

performance assessment of all our non-operating rural

assets through the lens of our current agricultural tenants.

We are currently evaluating proposals and possible

partnerships with like-minded tenants and partners. This

will ensure that we are maximising future value for our

stakeholders.

Our network of operating locations and signiﬁcant mineral

reserves means we are well positioned to take advantage of

increased demand arising from climate resilience and green

infrastructure projects.

We continue to target and track performance against our

Places pillar target to achieve 50% of sales for manufactured

products from the Breedon Balance range. Investment in

innovative technologies and research and development is

supporting our teams to achieve these targets.

Associated metrics

Carbon emissions

Revenue

Breedon Balance sales

Net opportunity rating

Low

Medium

High

Very high

Sustainability appendix

TCFD

Risks and opportunities

Strategic report

Governance

Financial statements

Additional information

Financial impacts

Financial impacts from modelled risks

Where we have been able to utilise external

data sources to quantify a climate-related

risk or opportunity, the table below

discloses details of the data source and the

resultant possible ﬁnancial impact prior to

mitigating actions which has informed our

scenario analysis.

For those risks which cannot be reliably

quantiﬁed, we would forego the operating

proﬁt from our two cement plants.

Sustainability appendix

TCFD

Geographical impacts

Climate-related opportunities and

risks are applicable to all geographies

in the Group. The table below reports

the amount and extent to which the

assets and revenue of each division is

vulnerable to the signiﬁcant climate risks

and opportunities.

Physical risks

Transitional risks

Opportunities

Revenue

£1,116.1m

£291.6m

£316.1m

Total assets

£1,349.8m

£518.5m

£461.5m

Division

Potential impact

Great Britain

Low

High

Low

High

Low

High

Ireland

United States

RISK MODELLED

Extreme weather

Water availability

Carbon pricing

Fuel costs and

availability

DATA SOURCE

ClimSystems CMIP6

extreme weather

indicators for extreme

wind, extreme rain,

heatwaves and cold

WRI’s Aqueduct Water

Risk Atlas to determine

risk of water stress

impacting production

International Energy

Agency’s Global

Energy and Climate

model

Fuel price projections

are derived from an

Integrated Assessment

Model framework

OUTPUT

Highest modelled impact

Using the RCP8.5

scenario modelled,

less than 1% of Group

operating proﬁt is

estimated to be at

risk due to extreme

weather in 2050.

Under the most

pessimistic climate

scenario modelled,

less than 1% of Group

operating proﬁt is

estimated to be at risk

due to a lack of water

availability until 2050.

To achieve net zero

by 2050, all free

allowances are

withdrawn and carbon

price grows rapidly

to reach £185/tonne

by 2050.

Assuming no reduction

of current emissions

levels, this would

represent a gross cost

of c.£275m per annum

to Breedon.

To achieve net zero by

2050, fuel availability

is limited and costs

increase signiﬁcantly.

Assuming Breedon’s

current fuel mix does

not change from

2025 levels, this could

add up to £45m of

increased cost to

Breedon by 2030

and £90m per annum

by 2050.

Breedon Group plc

Annual Report and Accounts 2025

Impacts on strategy

Sustainability remains a critical element of

our strategy which underpins the whole of

our operating model.

The greatest climate-related risks arise from

transitional impacts, which are mitigated

through the strategic actions being taken

to decarbonise our business and achieve

net zero by 2050.

We are well positioned to capitalise on

climate-related opportunities, with a

strategy to grow the percentage of sales

from Breedon Balance products, and are in

the process of reviewing our land holdings

to assess how we can best utilise them to

maximise sustainable, environmentally

friendly outcomes.

Our operating locations are exposed

to relatively low physical risk, and

consequently this does not require a

signiﬁcant strategic response. A number of

tactical initiatives are in place to ensure that

the physical risks to achieving our strategy

are appropriately managed.

Climate in the ﬁnancial

statements

We have considered the ﬁnancial reporting

implications of the impacts of climate

change on the ﬁnancial statements.

Impairment of non-current assets

As noted in our impairment testing

disclosure in note 9 of the consolidated

ﬁnancial statements, there may be elevated

levels of climate-related risk in respect

of assets in our cement plants as clarity

emerges on the costs and corresponding

commercial impact of the transition to net

zero. Note 9 of the consolidated ﬁnancial

statements is on page 182.

Inventory obsolescence

If market demand were to decline

signiﬁcantly as a result of climate change,

impacting consumer purchasing habits,

the cost of inventory held on the Group’s

balance sheet may become irrecoverable.

There has been no sign of decreasing

demand for the Group’s products as a

result of societal responses to climate

change. Furthermore, any change in

consumer demand is expected to occur

over a prolonged period of time. Financial

controls are in place to identify these shifts

in demand and we would expect to have

suﬃcient time to identify any risks and

adapt stock production accordingly.

The Group’s inventories include some

spare parts held for our cement

plants. As discussed in our impairment

testing disclosures, the technological

advancements required to achieve net

zero could result in these items becoming

obsolete over time, but at present these

parts are held to support a proﬁtable

trading business and are not impaired.

Recoverability of trade debtors

The economic impacts of climate change

may damage our customers’ liquidity,

leading to irrecoverable debts. Cash

collection has remained excellent across the

Group throughout 2025 and we mitigate

this risk through credit insurance policies.

We have not identiﬁed any indicators

that our customers’ ability to settle debts

has been impacted by climate change

factors. Financial controls are in place to

identify any concerns regarding bad debts.

Furthermore, any risks arising as a result

of climate change are expected to occur

slowly over an extended period of time,

enabling management to respond.

Trade payables and other liabilities

The economic impacts of climate change

may damage our suppliers’ abilities to

continue in operation, disrupting our supply

chain. We have not identiﬁed any signs

that the ability of our suppliers to trade

is currently impacted by climate change

and consider this unlikely in the short- to

medium-term.

Where we hold provisions for restoration,

it is likely that the sustainability standards

governing restoration obligations will

increase over time. However, this would not

impact measurement of existing liabilities.

Going Concern and Viability

We have considered the impact of climate

change through the short- to medium-term

forecasts used to support our use of the

Going Concern assumption in preparing

our ﬁnancial statements, and our Viability

assessment over a three-year period.

Over the longer-term, it is possible that

the impact of climate change could result

in increased costs of capital. However we

completed a successful reﬁnancing exercise

during the year at competitive interest rates,

we maintain positive relationships with our

lenders and there has been no indication

that the impact of climate change will

result in any signiﬁcant issue in the Group

obtaining ﬁnance.

Sustainability appendix

TCFD

Strategic report

Governance

Financial statements

Additional information

Reporting requirement and

key performance information

Relevant policies

–

reviewed annually

Page reference

Environmental matters

Progress made on SBTi

net-zero targets

Location-based carbon-

intensity by revenue

reduction of 10%

Climate Transition Plan

published

Energy and Carbon Policy

– Commitment to

operating the business in a way that continually

reduces – and ultimately eliminates – our

contribution to global warming.

Environment Policy

– Commitment to

protecting the environment, preventing

pollution and minimising environmental

impacts on surrounding communities.

Circular Economy Policy

– Commitment to

embedding circular-economy principles and

responsible resource use.

Biodiversity Policy

– Commitment to

protecting, restoring and enhancing

biodiversity across operational sites.

Sustainability Policy

– Commitment to

balancing environmental, social and economic

impacts to create long-term value.

More information:

Non-ﬁnancial KPIs

»43

Sustainability progress

»62 to 86

principal risks:

Climate change

»52

Land and mineral

management

»53

Competition

»54

Laws, regulations

and governance

»56

Supply chain

and input costs

»57

Climate-related ﬁnancial disclosures

Reported against the

recommendations of the

TCFD

Energy and Carbon Policy

– Commitment to

operating the business in a way that continually

reduces – and ultimately eliminates – our

contribution to global warming.

More information:

SECR table

»87

TCFD

»88 to 95

Climate change

governance process

»64 and 65

Related principal risks:

Climate change

»52

Laws, regulations and

governance

»56

Reporting requirement and

key performance information

Relevant policies

–

reviewed annually

Page reference

Employees

3.4 combined

(employees and

contractors) LTIFR per

million hours worked

18.5 combined

(employees and

contractors) TIFR per

million hours worked

77% colleague

engagement score/

colleagues feel proud to

work for Breedon

43% of Board positions

held by women

Business Code of Conduct

– Commitment to

high ethical standards in all business dealings.

Health, Safety and Wellbeing Policy

–

Commitment to preventing injuries and

work-related ill-health, supported by

continuous improvement and sharing of good

practice.

Diversity and Inclusion Policy

– Commitment

to valuing individual diﬀerences and fostering

an inclusive environment.

Social Responsibility Policy

– Commitment to

acting ethically and contributing positively to

the communities in which we operate.

More information:

Non-ﬁnancial KPIs

»43

Colleague engagement

»77

Board composition

»104 and 105

Related principal risks:

People

»54

Health and safety

»55

Laws, regulations

and governance

»56

Human rights

More than 1,200

employees trained to

identify indicators of

modern slavery and

human traﬃcking for

which we have a zero

tolerance policy

Enhanced supplier

pre-qualiﬁcation

processes and

completed 35 audits of

high-risk and strategic

suppliers

Continued to apply the

Sustainable Procurement

Policy, Supplier Code of

Conduct and Modern

Slavery and Human

Traﬃcking Statement to

reinforce expectations

across the supply chain

Human Rights Policy

– Commitment to

upholding human-rights principles and

maintaining zero tolerance for modern slavery.

Modern Slavery and Human Traﬃcking

Statement 2025

– Outlines the actions we have

taken during the ﬁnancial year to 31 December

2025 to prevent modern slavery and human

traﬃcking in our business and supply chains.

Sustainable Procurement Policy

– Our

commitment to working collaboratively with

suppliers to ensure our procurement practices

meet legal requirements and actively support

positive social and environmental outcomes.

Supplier Code of Conduct

– Sets out the

minimum standards of behaviour, ethics and

performance required of all suppliers providing

products or services to the Group.

Whistleblowing Policy

– Provides an

independent and conﬁdential mechanism to

raise concerns without fear of reprisal.

More information:

Human rights

»86

Responsible

procurement

»86

Related principal risks:

People

»54

Laws, regulations

and governance

»56

Supply chain

and input costs

»57

Sustainability appendix

Non-Financial and Sustainability Information

Statement

Breedon Group plc

Annual Report and Accounts 2025

The Board is fully aware of

and understands its duties

under Section 172 of the

Companies Act 2006 and

has established a framework

for determining those

matters within in its remit.

Section 172(1) statement

Our Section 172(1) statement identiﬁes

our stakeholders, gives examples of key

decisions taken by the Board in 2025 and

how stakeholders were considered in

the decision-making process. The table

below shows how the Board’s duties under

Section 172 are connected to our business

model and overall corporate strategy and

how the Board’s decisions are implemented

by management.

The directors believe they have acted in

good faith in a manner which is likely to

promote the success of the Company

for the beneﬁt of its members and other

stakeholders through the decisions they

have taken during 2025. The Board had

regard to stakeholders’ interests as set out

on the following pages.

The likely consequences of any decision

in the long term

Investment case

»01

Business model

»22

CEO review and outlook

»28

CFO review

»44

The interests of the Company’s employees

People

»76

Culture and colleague engagement

»109

Diversity reporting

»78

Whistleblowing

»119

The need to foster business relationships

with suppliers, customers and others

Market review

»16

Business model

»22

Operating reviews

»36

Sustainability

»62

The impact of the Company’s operations

on the community and the environment

Market review

»16

Operating reviews

»36

Managing our risks and opportunities

»49

Sustainability

»62

The desirability of the Company maintaining a

reputation for high standards of business conduct

Business model

»22

Breedon at a glance

»10

Managing our risks and opportunities

»49

Governance report

»102

Whistleblowing

»119

Code compliance

»126

The need to act fairly as between members

of the Company

Investment case

»01

Sustainability

»62

Culture and colleague engagement

»109

Engaging with shareholders

»111

Strategic report

Governance

Financial statements

Additional information

Colleagues

Customers and suppliers

Communities

Investors and lenders

Regulators, local government,

industry associations

Key concerns

identiﬁed by

the Board

Physical working conditions

Pay and beneﬁts

Communication

Opportunities for

development and training

Health, safety and wellbeing

Sustainability

Product development

Service levels

Sustainability commitments

Product quality

Payment practices

Cost

Noise

Transportation routes

Health and safety

Environment

Communication

Support for local causes

Governance

Proﬁtability and return on

investment

Sustainability commitments

Dividend policies

Environment

Strategy

Climate change

Emissions and discharges

Site restoration and aftercare

Health and safety

Logistics practices

Planning compliance

Direct methods

of engagement

by the Group

Colleague focus groups

Colleague groups and social

committees

Designated Non-executive

Director (DNED) for

Workforce Engagement

Personal development

reviews

In-person engagement

Contracts and terms

of business

Tender quotations

Targeted consultations

360 feedback

Local liaison meetings

Good neighbour plans

Community events

Site tours, open days

School visits

One-to-one meetings

Group meetings

Investor conferences

Brokers’ contacts

AGM and General Meetings

Regulator visits and meetings

Liaison with local MPs and

government oﬃces

Participation in industry

associations

Indirect methods

of engagement

by the Group

Colleague engagement

surveys

Intranet, post, emails,

newsletters, notices

Third-party engagement

Website

Industry associations

Social media

Letters, emails, notices

Websites

Website

Annual Report and Accounts

Social media

Mandatory returns

and applications

Notices

How views were

shared with the

Board during the

year

Health and safety reports at

every Board meeting

Engagement survey results

Overview of workforce pay

and beneﬁts

Regular updates from the

Group People Director

Reports from the DNED for

Workforce Engagement

Major contract approvals

Updates from management

Site visits

Updates on key planning

consents

Updates from management

Updates from the Head of

Investor Relations and brokers

Analyst reports

CEO and CFO meetings with

investors, in particular following

results announcements

SID meetings with investors, in

particular regarding the Chair’s

tenure

Director AGM attendance

Updates on speciﬁc

regulations from subject

matter experts

Updates from management

Value created

Improved engagement with

colleagues ensures we develop,

motivate and retain our valued

workforce while promoting and

attracting new colleagues who

want to work for us.

Engaging with our customers

helps us deliver excellent customer

service and build relationships to

enable us to get the right product,

to the right place, at the right time,

for the right price. Engaging with

our suppliers helps us deliver a

sustainable supply chain and

circular economy.

Positive engagement with

our communities ensures

that we understand and take

into account their concerns

and needs so that we can

address these and improve the

communities that we live and

work in.

Our engagement with investors

and lenders ensures that they

have a clear understanding of

our business and objectives and

are prepared to continue their

ﬁnancial support.

Through our engagement

we are able to respond and

contribute to sector needs

and requirements, deliver on

compliance and regulatory

standards, and have input in

their development.

Section 172(1) statement

Breedon Group plc

Annual Report and Accounts 2025

Context

The acquisition of Lionmark in March 2025

represented our second transaction of scale

in the US market as we seek to build out our

US platform. Both BMC and Lionmark are

headquartered in St Louis, Missouri and the

acquisition has allowed us to diversify our

US end-market exposure. The successful

integration of the two businesses means we

are ahead of schedule in the development

of our US platform and our focus now is

on identifying complementary bolt-on

transactions as we develop our business

across the Midwest.

Consideration of S172(1) stakeholders

Investors

Due diligence on Lionmark was conducted

by a mix of external and internal subject

matter experts. This was considered by the

Board, alongside a report on the valuation

and ﬁnancial eﬀects of the acquisition,

to ensure alignment with the Group’s key

strategic priorities and investor expectations.

Colleagues

The culture of Lionmark was reviewed to

assess ﬁt with Breedon’s purpose, values

and strategy. The Lionmark management

team was also assessed for its ability to

support a successful integration and

ongoing performance.

Value created

The acquisition signiﬁcantly increases

Breedon’s US revenue, allowing for further

vertical integration and diversiﬁcation of

our US product oﬀering into asphalt and

surfacing. Lionmark is exposed to attractive

markets, with growing demand underpinned

by structural increases in transport

infrastructure investment. Lionmark beneﬁts

from long-standing relationships with state

transport authorities and large contractors.

The strong cultural ﬁt, high-quality

management team and complementary

asset base have facilitated a straightforward

integration into BMC, Breedon’s existing

US platform.

Board decisions

2025

stakeholder

impact

Lionmark acquisition

The Board recognises the critical role

stakeholders play in the long-term success of

the Company and is committed to building

sustainable and resilient relationships

with them. Further information about the

Board’s approach to engagement with our

stakeholders is set out on page 98.

Our values and culture, set out on page

110, are key to how Breedon conducts

its business and are an integral part of

decision-making.

How we have engaged with investors in

2025 can be found on pages 111 to 113.

Stakeholder engagement provides the Board with insight as to what matters most

to our stakeholders. The Board values the feedback that this engagement provides,

which allows us to build trust, balance interests, needs and concerns, and make

better decisions for all those aﬀected.

Section 172(1) statement

More detail

»32

Strategic report

Governance

Financial statements

Additional information

Context

The Group requires access to capital to

meet its day-to-day working capital and

other funding requirements such as capital

investment and acquisitions. The Group’s

borrowing facilities comprise the RCF and

the USPP loan notes programme.

Consideration of S172(1) stakeholders

All stakeholders

The Board is cognisant of the importance

all stakeholders place on the maintenance

of a strong, ﬂexible balance sheet with

appropriate leverage.

Our borrowing facilities are subject to

leverage and interest cover covenants

which are tested half-yearly.

Through the Audit & Risk Committee

the Board retains oversight of covenant

compliance through the year.

Value created

During the year, the Board approved the

extension of our £400m RCF by 12 months

to July 2029 and the issue of a further

€95m of USPP loan notes. We remained

fully compliant with all covenants during

the period.

More detail

»47

Borrowing

facilities

Context

The management structure of the Group

has developed over time in response

to acquisitions and growth. In 2025 the

Board took the opportunity to re-evaluate

the management structure in light of the

development of the Group and retirement

of key members of the management team.

Consideration of S172(1) stakeholders

Colleagues

The impact on individuals within the

management structure and on speciﬁc

teams was assessed. The Remuneration

Committee considered the pay and beneﬁts

for the new country CEOs and other

Executive Committee members whose roles

were aﬀected by the restructure.

Investors and lenders

The Board considered the importance of

enabling comparability of performance for

investors and lenders while also complying

with accounting standards.

New country-based

management structure

Section 172(1) statement

Value created

With eﬀect from 1 July 2025, the Group

changed from a divisional management

structure (GB, Ireland, Cement and US) to a

country-based management structure (GB,

Ireland and US) to reﬂect the geographical

operating proﬁle of the Group.

Our half year results were presented in the

previous divisional structure, reﬂecting how

the business was managed and reported

upon during the period. Our full year results

reﬂect the new country-based structure

and include disclosure reconciliations

where applicable. To aid stakeholders, we

published historical segmental information

under the new structure in January 2026.

More detail

»28

Breedon Group plc

Annual Report and Accounts 2025

100

Context

In 2024, the Board approved the

implementation of the US Employee Stock

Purchase Plan (ESPP).

Consideration of S172(1) stakeholders

Colleagues

The Board wanted to ensure a similar

opportunity to buy shares in the Company was

available to US colleagues as was available to

GB and Ireland colleagues through Sharesave

schemes.

Investors

The participation of colleagues in share

schemes aligns the interests of colleagues

with those of investors.

Value created

Shareholders approved the ESPP rules at the

AGM in 2025. The ESPP was implemented

for our BMC colleagues during 2025 and

Lionmark colleagues will be invited to

participate from 2026.

US share

scheme

Section 172(1) statement

Context

The risks associated with interconnected

technology platforms continue to grow,

as evidenced by the high-proﬁle incidents

at Marks & Spencer, the Co-op Group

and Jaguar Land Rover. These served

as a reminder of the impact and costs

associated with suﬀering a cyber incident.

Consideration of S172(1) stakeholders

Colleagues

The incidents suﬀered by other

organisations highlighted the role

individuals may unwittingly play in causing

or enabling cyber breaches. This includes

both the role played by social engineering

to access systems, as well as the impact felt

by colleagues on their ability to do their day-

to-day work following an attack.

Customers and suppliers

Cyber incidents have the potential to disrupt

delivery to customers. This could aﬀect

customers’ ability to meet their contractual

commitments and damage trust in the

Group. The Group’s suppliers may also

be aﬀected; for example, our ability to

pay suppliers may be compromised. This

could aﬀect the ﬁnancial performance of

our suppliers and, again, damage trust in

the Group. Any damage suﬀered to trust

has the potential to aﬀect the Group in the

longer term, beyond the duration of the

incident itself.

Investors and lenders

Cyber incidents can aﬀect ﬁnancial

performance, for example, through an

inability to generate revenue for a period

of time and the need to access short-term

ﬁnancing to meet ﬁnancial commitments

until revenue can be restored. This could

aﬀect our ability to meet the covenants

imposed by our lenders and our ability to

pay dividends to investors.

Value created

The Board dedicated time to enhancing its

oversight and increasing its understanding

of cyber risks and resilience. This included

participating in a cyber incident simulation

exercise as part of the Board’s strategy

day, which was facilitated by external cyber

security experts. The exercise generated a

number of actions to strengthen ongoing

programmes, including undertaking similar

exercises for the Executive Committee and

key teams within the Group.

More detail

»56

Cyber security

101

Strategic report

Governance

Financial statements

Additional information

Corporate governance at a glance

»103

Board of Directors

»104

Corporate governance statement

»106

Board in action

»107

Culture and colleague engagement

»109

Engaging with shareholders

»111

Audit & Risk Committee report

»114

Nomination Committee report

»121

Sustainability Committee report

»124

Compliance statement against the Code

»126

Directors’ Remuneration report

»132

– Annual statement

»132

– Remuneration at a glance

»136

– Directors’ Remuneration Policy

»137

– Annual report on remuneration

»141

Directors’ report

»149

Statement of directors’ responsibilities

»152

Breedon Group plc

Annual Report and Accounts 2025

102

Independence

Independent

Non-independent

Ethnicity

White

Ethnic minority

Board

Audit & Risk

Remuneration

Nomination

Sustainability

Gender

Male

Female

Board

Audit & Risk

Remuneration

Nomination

Sustainability

Non-executive

tenure

Carol Hui, OBE

Pauline Laﬀerty

Helen Miles

5 years, 10 months

4 years, 7 months

4 years, 11 months

6 years, 6 months

Amit Bhatia

9 years, 7 months

Clive Watson

(as at the date

of this report)

Meeting

attendance

Board

Audit & Risk

Remuneration

Nomination

Sustainability

Amit Bhatia

6/6

–

3/3

Rob Wood

6/6

–

James Brotherton

6/6

–

Carol Hui, OBE

5/6

4/4

3/3

Pauline Laﬀerty

6/6

4/4

3/3

Helen Miles

6/6

4/4

3/3

Clive Watson

5/6

3/4

2/3

3/3

Carol Hui missed one meeting of the Board as a result of a scheduling conﬂict.

Clive Watson missed one meeting of each of the Board, Audit & Risk Committee, Remuneration

Committee and Nomination Committee due to unforeseen personal circumstances.

Corporate governance at a glance

As at the date of this report, our Board comprised the Chair, four

independent non-executive directors and two executive directors.

There is a clear division of responsibilities between the Chair, the SID

and the CEO:

Chair

Senior Independent

Director

Chief Executive

Oﬃcer

Ensure the Board is

eﬀective in setting

and implementing

the Group’s direction

and strategy.

Oversee the operation

of the governance

framework.

Chair the meetings of

the Company, Board

and Nomination

Committee.

Ensure the Board is

eﬀective in all aspects

of its role, including

its legal, regulatory

and shareholder

responsibilities.

Maintain dialogue with

the CEO and the Board

on important and

strategic issues.

Act as a sounding board

for the Chair and other

members of the Board.

Be an alternative

point of contact for

shareholders.

Work with the Chair,

Board and shareholders

to resolve signiﬁcant

issues.

Obtain a balanced

understanding of the

issues and concerns

of shareholders.

Lead the performance

evaluation of the Chair

on behalf of the Board.

Oversee the

operational day-to-day

management of the

Group’s businesses

in line with the

strategy and long-

term objectives.

Make decisions

aﬀecting the operations,

performance and

strategy of the Group’s

businesses, except for

matters reserved to the

Board or Committees.

Implement the

strategy and long-

term objectives,

annual budget and

operating plan.

Board overview

103

Strategic report

Governance

Financial statements

Additional information

Board

Skills matrix

Strategy

Sector

ESG

Finance/accounting

Risk/internal control

Legal

Workforce engagement/remuneration

Governance

Listed company

Cyber/technology

Amit Bhatia

Chair of the Board

Independent: No

Amit was appointed to the Board in

August 2016, appointed Deputy Chairman

in April 2018 and Chair in May 2019.

Experience

Amit has over 20 years’ corporate ﬁnance

and private equity experience. He is a

founding Partner at Summix Capital, a

strategic land and property fund. He was

Executive Chairman of Hope Construction

Materials until it was acquired by Breedon

Group in August 2016 when he joined the

Board as a non-executive.

Other positions held

Director, Queens Park Rangers Football

Club

Partner at Summix Capital

Managing Director – AyBe Capital

Advisers Limited

Rob Wood

Chief Executive Oﬃcer

Independent: No

Rob was appointed to the Board in March

2014 as Group Finance Director and took

the position of Chief Executive Oﬃcer in

April 2021.

Experience

Rob has over 25 years’ experience in the

international building materials industry.

He qualiﬁed as a chartered accountant

with Ernst & Young and subsequently

joined Hanson plc where he held senior

positions including Finance Director Brick

Continental Europe, Finance Director

Building Products UK and Chief Financial

Oﬃcer Australia and Asia Paciﬁc.

Following the acquisition of Hanson plc

by HeidelbergCement AG, Rob returned

to the UK to join Drax Group plc as Group

Financial Controller, subsequently

undertaking responsibilities as Head of

Mergers & Acquisitions.

Other positions held

None

James Brotherton

Chief Financial Oﬃcer

Independent: No

James was appointed to the Board in April

2021 as Chief Financial Oﬃcer.

Experience

James joined Breedon in January 2021.

Previously he was Chief Financial Oﬃcer

of Tyman plc between 2010 and 2019, prior

to which he was Director of Corporate

Development. Earlier in his career, James

worked in investment banking roles at Citi

and HSBC, after qualifying as a chartered

accountant at Ernst & Young.

Other positions held

Director, The Quoted Companies Alliance

Member of the Panel on Takeovers

and Mergers

Member of the Pre-Emption Group

Our Board comprises an executive leadership

team with extensive knowledge of the

international construction materials industry,

supported by experienced non-executive

directors who bring a wealth of governance

disciplines and a breadth of valuable external

perspective to our business.

Board leadership

Key

Member of the Audit & Risk Committee

Member of the Remuneration Committee

Member of the Nomination Committee

Member of the Sustainability Committee

Committee chair

Board of directors

Breedon Group plc

Annual Report and Accounts 2025

104

Board

Strategy

Sector

ESG

Finance/accounting

Risk/internal control

Legal

Workforce engagement/remuneration

Governance

Listed company

Cyber/technology

Pauline Laﬀerty

Non-executive Director

Independent: Yes

Pauline was appointed to the Board and

as Chair of the Remuneration Committee

in August 2021 and is the DNED for

Workforce Engagement.

Experience

Pauline brings signiﬁcant experience

from an international career spanning

manufacturing and supply, executive

search and human resources. Since retiring

as Chief People Oﬃcer at Weir Group plc,

where she was responsible for progressing

the Group’s agenda on all aspects of

strategic HR, she has embarked on a non-

executive portfolio that includes Chair of

the Remuneration Committee for XP Power

Limited, Scottish Events Campus Limited

and Centurion Group. Prior to Weir Group

plc, Pauline was a Partner with The Miles

Partnership and an Executive Director

at Russell Reynolds Associates in the UK

and Australia, and Asia Paciﬁc Director of

Materials & Supply at Digital Equipment

Corporation in Hong Kong.

Other positions held

Non-executive Director, XP Power Limited,

Chair of Remuneration Committee and

DNED for Workforce Engagement

Helen Miles

Non-executive Director

Independent: Yes

Helen was appointed to the Board in April

2021 as an independent Non-executive

Director.

Experience

Helen brings with her a breadth of

operational and commercial experience

having worked within regulated businesses

together with her broader infrastructure

experience developed across telecoms,

leisure and banking. As a member of the UK

Board, Helen was instrumental in delivering

HomeServe’s future growth strategy and

ensuring a sustainable, customer-focused

business. As an experienced ﬁnance

professional, Helen was previously Chief

Financial Oﬃcer for Openreach, part of BT

Group plc, and has extensive experience of

delivering major business transformation

across the group. Prior to BT Group,

Helen worked in a variety of sectors and

organisations such as Bass Taverns Limited,

Barclays Bank plc, and Compass Group plc.

Other positions held

Chief Financial Oﬃcer, Severn Trent plc

Non-executive Director, Water Plus Group

Limited

Clive Watson

Non-executive Director

Independent: Yes

Clive was appointed to the Board in

September 2019 and became the Senior

Independent Director and Chair of the

Audit & Risk Committee in April 2020.

Experience

Clive has considerable ﬁnance experience,

having previously been the Group Finance

Director of Spectris plc, Chief Financial

Oﬃcer and Executive Vice President

for business support at Borealis, Group

Finance Director at Thorn Lighting Group

and held a variety of ﬁnance roles at

Black & Decker. In 2019, Clive retired as a

Non-executive Director of Spirax Sarco

Engineering plc, where he was Chair of the

Audit Committee and Senior Independent

Director.

Other positions held

Non-executive Director, discoverIE Group

plc, Chair of Audit & Risk Committee

Non-executive Director, Kier Group

plc, Chair of Risk Management & Audit

Committee

Non-executive Director, Trifast plc, Senior

Independent Director and Chair of Audit &

Risk Committee

Skills matrix

Carol Hui, OBE

Non-executive Director

Independent: Yes

Carol was appointed to the Board in May

2020 and as Chair of the Sustainability

Committee in January 2022.

Experience

Carol was the Non-executive Chairman

at Robert Walters plc. She served as an

Executive Board Director, the Chief of

Staﬀ and General Counsel at Heathrow

Airport Limited where she successfully

led their third runway expansion eﬀort.

Carol also held senior executive positions

at large companies including Amey plc

and British Gas plc and was a corporate

ﬁnance lawyer with Slaughter and May.

Carol is an experienced non-executive

director and has received numerous legal

and business awards throughout her

career. Carol received an OBE in 2024 for

her services to tourism.

Other positions held

Non-executive Director, Grainger plc,

Chair of Responsible Business Committee

Non-executive Director, Lord

Chamberlain’s Committee, Royal

Household

Board Trustee and Vice Chair, Christian Aid

105

Strategic report

Governance

Financial statements

Additional information

The Board continues

to support our

growth and success

through robust

governance practice

Having completed its ﬁrst full year as a main market-

listed company in 2024, the Board has now settled into

a routine of regular reviews of governance matters,

including Board policies and the various Committee

terms of reference. I am pleased to report that,

following our internal review of Board and Committee

performance, we believe that we have continued

to support the Group and our colleagues through

robust governance practice. For 2025, we report

formally against the FRC Corporate Governance Code

published in 2024, with the exception of Provision 29,

which applies to the Company from 1 January 2026.

Despite not applying to us in 2025, we have made

good progress to ensure our ability to comply with

Provision 29.

Amit Bhatia

Non-executive Chair

11 March 2026

More detail

»59

On the Board’s mind…

Health and safety

Reﬂecting our main priority to

send our colleagues Home Safe

and Well, the Board considers

the health and safety of our

people at the start of every

scheduled Board meeting.

More detail

»85

Driving growth through

further acquisitions

The Board maintains a strong

appetite for growth through

acquisition. It supported the

acquisition of Lionmark to

drive Breedon’s US revenue,

increasing vertical integration

and diversifying our US product

oﬀering into asphalt and

surfacing.

More detail

»32

Board succession

During the year, the Nomination

Committee has focused on the

succession of the Chair and the

SID. This is in recognition of both

(i) Amit Bhatia having served

on the Board for more than

nine years from the date of his

ﬁrst appointment and (ii) Clive

Watson being due to reach nine

years’ tenure also in 2028.

More detail

»121

Understanding cyber

risks and resilience

In light of the evolving cyber

threat landscape and several

high-proﬁle cyber incidents in

the UK during 2025, the Board

strengthened its oversight of

cyber risks and resilience. It also

reviewed the Group’s insurance

cover to mitigate likely ﬁnancial

exposure, manage risk and

support business continuity.

More detail

»101

Structuring the

business for success

The move to a country-based

management structure to reﬂect

the geographical operating

proﬁle of the Group was

supported and monitored

by the Board.

More detail

»28

Enabling growth through

ﬁnancial resilience

The Board endorsed the

strengthening of Breedon’s

ﬁnancial resilience through the

issue of an additional €95m

USPP to ﬁnance the Lionmark

acquisition and the extension of

our RCF to 2029.

More detail

»47

Corporate governance statement

Breedon Group plc

Annual Report and Accounts 2025

106

The attendance of members of the Board

and Committees is set out on page 103.

If the Board needs to make decisions

between meetings, it can do so through

unanimous approval by email. However,

it will only do so in such situations where

the matter has been discussed at previous

meetings so that directors are fully

appraised, have had the opportunity to ask

questions and are therefore in a position to

make a fully informed decision.

The Board has delegated certain aspects to

Board Committees, details of which can be

found on pages 114 to 125 and 132 to 148.

The Board held various dinners throughout

the year, some of which were exclusively for

non-executive directors and some of which

included the whole Board, the Executive

Committee and their leadership teams.

No decisions are made at dinners. These

present the Board with the opportunity

to discuss matters impacting the business

in an informal manner and provides the

opportunity to engage with colleagues

outside the workplace setting.

The non-executive directors meet without

the executive directors being present

either as part of a Committee meeting or

prior to each Board meeting. On a regular

basis, individual members of the Executive

Committee and leadership team are invited

to attend meetings to present on strategic

or operational matters.

The Board received training during the

year, including presentations from the

business on operational and strategic

objectives together with external subject

matter experts.

Strategy

Strategic plan reviewed

Acquisitions

US strategy

External adviser strategy presentations

Approval of contracts

Financial

CFO reports on ﬁnancial performance

Budgets and forecasts

USPP funding

Revolving Credit Facility extension

Joint corporate broker appointment

Final and interim dividend

Going Concern and Viability Statement

Assessment of fair, balanced and

understandable reporting

Investor relations reports and

interactions

Annual results

Annual Report and Accounts

AGM trading statement

Interim results

November trading statement

Operational

Presentations on land and minerals

strategy for Ireland; wellbeing and

occupational health; environmental

compliance; investor relations strategy

Board visit to Belfast tile plant and

bitumen terminal

CEO reports on operational activity

Modern Slavery Statement

People and organisation

Health, safety and wellbeing reports

People strategy

New country-based management

structure

Succession planning

Talent management

Colleague engagement and culture

Remuneration, incentives and share

awards

New share scheme proposals

Sustainability

Sustainability strategic objectives and

targets

ESG performance

Training

Cyber risks

Risk and governance

Principal risks review

Board performance review

Legal and litigation updates

AGM

Insurance review

Whistleblowing reports

Board succession and dynamics

Matters Reserved to the Board and

Committee terms of reference

Declaration of interests

Board policies

The Board held six scheduled

meetings during the year

together with one site visit,

a strategy day and Board

update calls

Board in action

Key topics for the Board

107

Strategic report

Governance

Financial statements

Additional information

January

Board meeting

Audit & Risk Committee

Nomination Committee

Remuneration

Committee

Belfast tile plant and

Bitumen terminal

site visit

March

Board meeting

July

Board meeting

Audit & Risk Committee

November

Board meeting

Audit & Risk Committee

Remuneration Committee

Sustainability Committee

December

Board call

February

Audit & Risk

Committee

Nomination

Committee

Remuneration

Committee

Sustainability

Committee

April

Board meeting

Remuneration

Committee

Annual General

Meeting

June

Strategy

Day

Nomination

Committee

Board activity in 2025

Board in action

September

Board meeting

Sustainability

Committee

Breedon Group plc

Annual Report and Accounts 2025

108

Engagement survey

The annual survey is an

opportunity for the Board to

gain an insight into the views of

colleagues across the Group.

The Board reviews the results of

the survey, which enables them

to understand how engaged our

colleagues are and to receive

valuable feedback on what our

colleagues think works well

and the areas that need to be

improved. The data provides a

comparison with the previous

year and our peers. In 2025, our

colleague engagement score

was 77%.

Colleague engagement

»77

Board reporting

The Board receives regular

reports providing an oversight

of culture, which recognises

the importance and beneﬁts

of clear and embraced values

to the workplace experience.

The Board acknowledges the

importance of monitoring culture

together with its role to inﬂuence

and ensure that policy, practices

and behaviour throughout the

entire organisation are aligned

with the Group’s purpose, values

and strategy.

Site visits

The Board undertook one site

visit in the year. In January, it

visited the Belfast tile plant and

bitumen terminal.

The Board embraces the

opportunity to undertake site

visits to engage with colleagues

in their own workplace whilst

also observing and gaining an

understanding of their roles

within the business.

DNED for Workforce Engagement

Pauline Laﬀerty continued in

her role as DNED for Workforce

Engagement. During 2025, she

met with colleagues in Ireland

face-to-face and held separate

focus groups for senior leaders

across the Group.

These sessions explored key

challenges and opportunities

and how leaders can engage

eﬀectively to support

organisational success. Further

sessions with colleagues across

the Group are planned for 2026

to continue engagement and

collaboration.

The meetings continue to

provide an insight to culture

across the Group.

Culture and colleague engagement

How the Board

engaged and

assessed culture

in 2025

Workforce policies and

ways of working

The Board and its Committees

reviewed various policies in the

year which aim to have a positive

impact on colleagues. These

policies, such as the Diversity

and Inclusion Policy, and Health,

Safety and Wellbeing Policy,

are monitored and reviewed

annually. In addition, there is a

range of mandatory e-learning

modules in place, to ensure

that colleagues act in a way

that supports behaviours that

underpin the Company’s values.

Informal engagement

The Board have held several

dinners or lunches during 2025

where colleagues were invited

to participate in discussions

with members of the Board in an

informal setting. The Board sees

these events as an important

way to connect with colleagues

where no prescribed questions

or topics are discussed, which

therefore allows an unrestricted

ﬂow of information either way.

109

Strategic report

Governance

Financial statements

Additional information

Our people are one of our greatest assets

and our number one goal is simple:

everyone goes Home Safe and Well. This

goal is supported by our Five Alive Rules:

lead by example; challenge others; use

correct equipment; observe safety control

measures; and arrive ﬁt for work.

Breedon remains focused on being a

great place to work. At the heart of this

is nurturing a culture of respect; valuing

colleagues for who they are and the

individual experience and perspectives

they bring to Breedon. This is achieved by

creating a sense of team and investing in

colleagues so they have the opportunity to

grow, learn and be the best they can be.

Our colleagues’ wellbeing continues to

be paramount, and we have continued to

‘show that we care’ when it comes to all

aspects of health, safety and wellbeing.

Our purpose is underpinned by our values:

KEEP IT

SIMPLE

MAKE IT

HAPPEN

STRIVE TO

IMPROVE

SHOW

WE CARE

These values were formally introduced

at the beginning of 2020 following

collaboration across our workforce to

ensure they were relevant to, and resonated

with, our people. The values are now an

integral part of our ethos and an established

way of working together to ensure long-

term success.

These principles create a culture of trust,

integrity, and accountability that supports

growth and success. This is maintained

through our leaders, embedding values and

behaviours in all learning interventions, and

colleague engagement.

Culture is important

to the Board

All colleagues are expected to maintain an

appropriate standard of conduct in all of

their activities, and the directors seek to set

the tone for such behaviour through their

own actions.

To promote a common culture across

the organisation, we have deﬁned a clear

purpose and set of values that support the

successful delivery of our strategy. Led by

the Board and Executive Committee, our

purpose is ‘to make a material diﬀerence

to the lives of our colleagues, customers

and communities’ and it aims to create a

workplace where people feel safe, proud

and motivated to do their best.

Culture and colleague engagement

Support, guidance and training is provided

for the physical and mental wellbeing of

our colleagues through the Employee

Assistance Programme. Access to ﬁnancial

wellbeing webinars is provided, covering

debt and budgeting, scams and frauds, and

pensions. Our partnership with Lighthouse,

the construction charity, provides vital

emotional, physical and ﬁnancial support

to individuals in the construction sector

to help them through times of need and

promote resilience across the community.

The Group provides share schemes for all

eligible colleagues to save into together

with a holiday purchase scheme for our

GB and Ireland colleagues. We support

colleagues with technical and professional

qualiﬁcations, funded through our

apprentice levy and business sponsorship.

Colleague engagement

»77

The culture of an organisation drives

behaviour, and the Board seeks to

ensure that the right culture is in place

to achieve our goals

Breedon Group plc

Annual Report and Accounts 2025

110

Engaging with shareholders

Economic driver

We encourage clear and transparent

communication to promote a full

understanding of Breedon’s business model,

strategy and end-markets. The programme

includes direct Board engagement through

the Chief Executive Oﬃcer and Chief

Financial Oﬃcer, with Chair and Senior

Independent Director participation upon

request. All directors are available to meet

with shareholders at our AGM.

The Board receives regular reports

providing updates on key market events

and share price performance, shareholder

engagement and register analysis, analyst

forecasts and recommendations, market

updates and investor relations activities.

Investor and market participant feedback

are shared with the Board and contribute to

the strategic decisions taken by the Board.

The Board is committed

to maintaining regular

dialogue with our

shareholders and market

participants, supporting

a comprehensive

programme of investor

relations activity

Meeting activity

In 2025, in light of the challenging end-

markets and volatile economic landscape,

we continued with and further developed

our programme of shareholder engagement.

During the year we met with nearly

400 investors, analysts or potential

shareholders during more than 200

meetings, increases of over 50% and 30%

respectively. Once again we extended our

overseas engagement, attending investor

conferences in the US and Europe.

Members of the Board took the opportunity

to meet with our shareholders at the AGM.

In addition the Senior Independent Director

carried out engagement with investors

in January 2025 regarding the Chair’s

tenure ahead of the resolution for the

Chair’s re-election at the AGM in April 2025.

111

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Governance

Financial statements

Additional information

Top

questions

How are

end-markets

performing?

Our primary markets,

infrastructure and

housebuilding, are supported

over the long-term by structural

growth drivers.

Macroeconomic headwinds,

major project deferrals and

poor weather conditions have

presented challenging trading

conditions in the near-term.

However, enquiry levels

remained healthy, particularly

with regard to infrastructure,

and there are some signs our

markets are stabilising.

Market review

»16

How have volumes

and pricing responded

to macroeconomic

volatility?

Resilient infrastructure spending

underpinned aggregates and

asphalt volumes which were

broadly stable.

Cement and ready-mixed

concrete volumes declined,

primarily due to the soft

housebuilding market in GB.

Following four years of

declining volumes, pricing came

under pressure in GB as the year

progressed.

Pricing was broadly sustained

in Ireland and the US.

Chief Executive Oﬃcer’s

review and outlook

»28

Operating reviews

»36

What is your

strategy to grow

the US business?

In March we expanded and

diversiﬁed our US business with

the acquisition of Lionmark,

a provider of asphalt and

surfacing solutions in Missouri

and the surrounding states.

In the coming years we will

continue to build out our US

platform within Missouri and

the surrounding states. As

we grow our aggregates-led

footprint, maximising the

vertical integration potential of

our mineral assets will remain a

high priority.

Chief Executive Oﬃcer’s

review and outlook

»28

What are your

priorities for capital

deployment?

Our highly cash generative

model supports multiple capital

allocation options.

We will continue to prioritise

M&A alongside organic capital

investment and progressive

dividend payments. Should

Covenant Leverage reduce

towards the lower end of

our target range, and limited

opportunities to deploy capital

were available to the Group, we

will give further consideration to

all routes to return surplus capital

to shareholders, including the

repurchase of shares.

Chair’s statement

»12

Chief Executive Oﬃcer’s

review and outlook

»28

Engaging with shareholders

Breedon Group plc

Annual Report and Accounts 2025

112

Over 200 meetings

with more than

400 shareholders

January

RBC UK focus

conference

Deutsche Numis UK and

Ireland conference

March

2024 Annual Results

Investor roadshow;

London, virtual

Berenberg UK corporate

conference

May

Final dividend paid

UBS Pan-Europe

Small and Mid-cap

conference

Berenberg European

Conference Manhattan

July

Investor site visit

(Cloud Hill)

2025 interim results

Investor roadshow;

London, virtual

September

Investor roadshow;

London, virtual

November

Investec UK conference

Ten-month trading

update

Goodbody Annual Equity

Conference

Interim dividend paid

April

Davy Peel Hunt

Frankfurt conference

Q1 trading update

AGM

June

Peel Hunt FTSE 250

conference

October

Redburn Atlantic UK

conference

December

Berenberg European

conference

Engaging with shareholders

113

Strategic report

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Financial statements

Additional information

Audit & Risk Committee report

Key responsibilities

During 2025, I chaired the Audit & Risk

Committee meetings, other than the

January 2025 meeting, which was chaired

by Helen Miles in my unavoidable absence.

The Committee monitors the integrity

of the Group’s ﬁnancial statements and

ensures that the interests of shareholders

are properly protected in relation to

ﬁnancial reporting, internal control and

risk management.

Throughout the year, the Committee

keeps under review the eﬀectiveness of

the internal control and risk management

framework alongside the wider compliance

environment operating within the Group,

which includes the Group’s whistleblowing

arrangements. Whistleblowing reports and

any actions taken were reviewed several

times during the year.

The Committee consults with KPMG, as

the Group’s external auditor, on the scope

of their work and reviews all major points

arising and conclusions drawn from the

external audit. We make recommendations

to the Board in respect of the appointment

of the external auditor, review and monitor

their independence and objectivity, and

approve their remuneration.

Key activities in 2025

January

received an update on cyber security

risk;

received an update on fraud

prevention; and

reviewed risk disclosures for the 2024

Annual Report.

February

reviewed the 2024 Annual Report,

including:

signiﬁcant accounting issues,

management judgements

and disclosures;

Going Concern and Viability;

fair, balanced and understandable

reporting;

risk disclosures;

the Audit & Risk Committee Report;

KPMG’s ﬁndings from the 2024

audit and their independence as

external auditors; and

reviewed the quantum and timing

of the ﬁnal dividend.

reviewed the internal audit progress

report; and

reviewed risk and control reporting.

The Audit & Risk

Committee remains

focused on maintaining

high standards of

ﬁnancial governance

and risk management.

Clive Watson

Chair, Audit & Risk Committee

Roles and responsibilities

of the Audit & Risk Committee

Click or scan to see the

terms of reference

We oversee the Group’s outsourced internal

audit function which reports directly to

the Committee and has responsibility for

appointing the Head of Internal Audit,

approving the annual internal audit plan,

reviewing key outputs from internal audit

reviews and assessing the performance of

the function.

The Committee has relevant ﬁnancial

experience at a senior level as set out

in the biographies on pages 104 and 105.

In summary, I am satisﬁed that the

Committee has discharged its

responsibilities with diligence and

independence, and that the Group’s

control environment remains sound.

We will continue to monitor developments

in governance, reporting and risk to

ensure that Breedon maintains the high

standards expected by our shareholders

and stakeholders.

Clive Watson

Chair, Audit & Risk Committee

11 March 2026

Breedon Group plc

Annual Report and Accounts 2025

114

Audit & Risk Committee report

July

reviewed the interim ﬁnancial

statements, including interim risk

disclosures, interim dividend and

any signiﬁcant accounting issues or

management judgements;

reviewed preliminary accounting

conclusions regarding the Lionmark

transaction;

received an update on the ﬁndings of

internal control reviews;

reviewed internal audit progress report;

received a progress update related

to Provision 29 of the UK Corporate

Governance Code;

reviewed the eﬀectiveness of the

external auditor and

received a half year update from KPMG.

November

reviewed the external audit plan and

strategy for 2025;

approved KPMG’s external audit

engagement letter, 2025 fees and

received their conﬁrmation of

independence;

reviewed and approved the non-audit

services policy;

reviewed the approach taken to

changes in segmental reporting

arising from the corporate restructure

including the allocation of goodwill;

received a progress update related

to Provision 29 of the UK Corporate

Governance Code;

reviewed the eﬀectiveness of the

Group’s risk management and internal

control framework;

reviewed and approved for disclosure

the Group tax strategy;

conducted the annual review of the

eﬀectiveness of internal audit;

received an update on progress against

the internal audit plan and ﬁndings of

internal control reviews;

reviewed the terms of reference and

eﬀectiveness of the Committee; and

agreed the internal audit plan for 2026.

Signiﬁcant accounting matters

The Committee has reviewed key

accounting matters, judgements and

disclosures related to the Group’s 2025

ﬁnancial statements, with goodwill

impairment testing and accounting for

intangible assets and goodwill in Lionmark

being the most signiﬁcant.

These issues were examined in detail with

management and the external auditors.

The Committee challenged assumptions

and sought clariﬁcation where needed.

A comprehensive report from the

external auditor was received, outlining

their procedures and conclusions,

and all signiﬁcant ﬁndings were

thoroughly discussed.

In previous years a key audit risk for the

Group has been the accounting treatment

of restoration provisions. Following changes

made in 2025 to simplify the calculation and

reduce the degree of estimation uncertainty

inherent in the provision, management

have concluded that restoration provisions

no longer constitute a key ﬁnancial

reporting risk. KPMG reported the same

to the Committee.

The information contained in the following

table should be considered together with

KPMG’s independent external audit report

on pages 154 to 163 and the accounting

policies disclosed in the notes to the

ﬁnancial statements as referenced

in the table.

115

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Governance

Financial statements

Additional information

Audit & Risk Committee report

Area of focus

Audit & Risk Committee review

Conclusions

Accounting for intangible assets and goodwill in Lionmark – Key Audit Risk

See note 25

to the

consolidated

ﬁnancial

statements

During the year, the Group completed the

acquisition of four entities for a combined

consideration payable of £175.8m of which the

most material was the acquisition of Lionmark

in March 2025.

The Audit & Risk Committee reviewed and

discussed, with both management and

the external auditor, a paper prepared by

management setting out the process followed

to identify the intangible assets, the basis of the

fair value of these assets and the assigned useful

economic lives.

The Committee was satisﬁed

that the intangible assets

identiﬁed as part of the

acquisitions are appropriate and

have been accounted for in line

with the applicable accounting

standards

The Committee noted that

the assumptions used in the

valuation of the assets were

determined on a consistent

basis to historical acquisitions.

Identiﬁcation of non-underlying items

See note

3 to the

consolidated

ﬁnancial

statements

The identiﬁcation and presentation of certain

items as non-underlying on the face of the

consolidated income statement requires

management to apply judgement in identifying

and appropriately disclosing these items.

The Committee noted that, in 2025, total

non-underlying items before interest and tax

had increased by £10.8m to £34.9m, primarily

driven by higher amortisation of acquired

intangibles linked to the full year impact of BMC

and the acquisition of Lionmark. The Committee

noted that a new sub-category of cement

decarbonisation costs had been included in the

disclosure for 2025 and that, as in previous years,

proﬁts generated on the disposal of property

had been accounted for as non-underlying.

The Committee evaluated the policy,

presentation and judgements of those

items presented as non-underlying and the

associated disclosures in the notes to the

ﬁnancial statements. The Committee challenged

management as to how they had concluded that

items should be classiﬁed as non-underlying.

After review the Committee

concluded that the non-

underlying items identiﬁed

by management were

appropriately disclosed and

that this presentation provides

stakeholders with useful

additional understanding

of business performance by

reﬂecting the way in which the

business is managed.

The Committee noted that the

treatment of such items was

consistent over time and were

clearly disclosed in the accounts

with reconciliations provided to

statutory measures.

Area of focus

Audit & Risk Committee review

Conclusions

Impairment of goodwill – Key Audit Risk

See note

9 to the

consolidated

ﬁnancial

statements

The Group has £564m of goodwill arising from

acquisitions. This is not amortised but is reviewed

for impairment on an annual basis, or more

frequently if there are indications that the goodwill

may be impaired.

The recoverable amounts for each segment to

which goodwill has been allocated are calculated by

determining the value in use of each segment, based

on the net present value of projected cash ﬂows,

with the most signiﬁcant judgements being the

forecast ﬁnancial performance, longer-term growth

rates and discount rates.

The Audit & Risk Committee was presented with

a written report from management setting out

the basis of the calculation, support for the key

assumptions used alongside a sensitivity analysis

to quantify the impact of possible changes to those

assumptions. This report included detail on the

judgements made about the impact of climate

change on forecast ﬁnancial performance in the

impairment review.

The Committee noted that, in light of GB market

conditions, management had carried out

additional sensitivities in relation to the GB CGU.

The Committee further noted that the impact of

reasonably possible changes in key assumptions

had been assessed and that the outcome was that

there would be no impairment in respect of any of

the Group’s CGUs. The Committee were presented

with the disclosures outlined in note 9 of the

consolidated ﬁnancial statements and concluded

that these were appropriate.

The Committee noted

that key judgements

were reasonable and that

management continues to

utilise an external expert to

calculate discount rates.

The impact of climate

change and the associated

disclosures, particularly in

respect of the cement plants

in Hope and Kinnegad, was

reviewed and considered by

the Committee to provide a

balanced presentation of the

risk of future impairments

against a backdrop

of signiﬁcant current

uncertainty.

The Committee were

satisﬁed that no impairment

of goodwill was necessary,

and that the disclosures in

the ﬁnancial statements

were appropriate.

Breedon Group plc

Annual Report and Accounts 2025

116

Audit & Risk Committee report

Area of focus

Audit & Risk Committee review

Conclusions

Alternative performance measures

See note 27

to the

consolidated

ﬁnancial

statements

The Group utilises several alternative performance

measures (APMs) which are used to manage

the business through the year and are disclosed

in the report and accounts. Care is exercised to

ensure that the use of these measures aligns with

the Group’s responsibility to produce an Annual

Report that is fair, balanced, and understandable.

Speciﬁcally, these measures are calculated on

a consistent and transparent basis over time

and are given no greater prominence than the

corresponding statutory measures.

The Committee reviewed the application and

presentation of these measures throughout

the Annual Report, together with the full

reconciliations to statutory measures set out in

note 27 of the consolidated ﬁnancial statements.

The Committee was satisﬁed

that the use of APMs enhances

the Group’s reporting by

providing additional information

of value to users of the accounts.

The Committee further

concluded that these APMs

were consistently calculated

and have been presented fairly

together with full reconciliations

alongside the relevant statutory

measures.

Going Concern and Viability

See note 1

to the

consolidated

ﬁnancial

statements

and the

Viability

Statement on

page 60

At each reporting date the Group assesses

whether it remains appropriate to prepare

accounts on a Going Concern basis and makes a

statement on its longer-term viability as part of

its risk reporting.

At both the half and full year the Committee

reviewed a paper outlining management’s

rationale for concluding that the Group remains

a Going Concern. This included an overview of

available borrowing facilities, the Group’s proﬁt

and cash generation, and a sensitivity analysis

presenting a ‘severe but plausible’ downside

scenario. At the full year the Going Concern

assessment was also discussed with the external

auditor.

The Viability Statement drafted for inclusion

in the 2025 report and accounts was

reviewed alongside a supporting paper from

management, which incorporated both a base

case and a downside scenario covering the

three-year period addressed in the statement.

The Committee recommended

that the Board adopt the

Going Concern assumption

and approved the Viability

Statement.

The Committee was satisﬁed

that the disclosure in the “Basis

of Preparation” note to the

ﬁnancial statements included all

factors relevant to users of the

accounts.

Area of focus

Audit & Risk Committee review

Conclusions

Accounting impact of climate change

See notes 9

and 26 to the

consolidated

ﬁnancial

statements

Climate change has been identiﬁed by the Group

as a principal risk, and both the physical and

transitional risks posed by climate change could

aﬀect accounting judgements made in preparing

the ﬁnancial statements.

The Committee was presented with a paper

from management which assessed the potential

impact of climate change on the ﬁnancial

statements. After discussion the Committee

concluded that the judgements made by

management concerning the impairment of

non-current assets had the potential to materially

impact the ﬁnancial statements, due to the

uncertainty surrounding the costs involved to

transition to net zero by 2050.

The Committee reviewed this disclosure as

a key accounting judgement in the ﬁnancial

statements.

The Committee was satisﬁed

that the potential impact of

climate change had been

appropriately considered

in preparing the ﬁnancial

statements, and that the

disclosure fairly reﬂected

the nature of the risk and

judgements made by

management.

117

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Additional information

Audit & Risk Committee report

Fair, balanced and

understandable assessment

In line with the UK Corporate Governance

Code, the Committee undertook a

thorough review to assess whether the

2025 Annual Report is fair, balanced and

understandable. In forming its view the

Committee considered:

various materials prepared by

management covering the Group’s

approach to risk management and

internal controls, going concern and

assessment of long-term viability;

accuracy, integrity and consistency

of messages contained in the Annual

Report, together with the level of detail

and balance contained in narrative

reporting; and

the degree of correlation between

judgements and estimates made by

management and their associated

disclosures, together with reconciliations

between statutory results and APMs.

Having taken into account the factors

above, together with the views of KPMG

and internal audit, the Committee

recommended to the Board, and the Board

subsequently conﬁrmed, that the Annual

Report and Accounts, taken as a whole,

were fair, balanced and understandable,

and provided suﬃcient information for

shareholders to assess the Group’s position,

performance, business model and strategy.

External auditor

KPMG has an independent reporting line to

the Committee and attended all Committee

meetings held in 2025. At these meetings,

the Committee met KPMG without the

executive directors being present to

provide a forum to raise any matters of

concern in conﬁdence.

The Committee discussed and agreed

the scope of the audit plan with KPMG,

and subsequently reviewed their ﬁndings,

covering the control environment in

the Group, key accounting matters and

mandatory communications. During

2025 KPMG proposed a change to

the benchmark used in calculation of

materiality for external audit purposes.

The Committee reviewed and challenged

KPMG’s methodology and concluded that

the proposed change would continue to

provide the Group with an appropriate

level of materiality and assurance over the

Annual Report.

The Committee considers the eﬀectiveness

of KPMG’s audit on an annual basis,

including consideration of the standard

of KPMG’s formal communication

around audit strategy and ﬁndings, ad

hoc engagements throughout the year

and the feedback which is provided by

management following an internal survey of

relevant stakeholders.

The Committee remains satisﬁed with

the quality of the audit provided by

KPMG and that they remain objective

and independent.

KPMG, either directly or via KPMG Channel

Islands Limited, has acted as auditor to the

Group since its formation in 2008, with the

audit last subject to a full competitive tender

in 2019. The lead audit partner is Anna

Barrell, whose appointment was eﬀective

from the year ended December 2023. The

Committee conﬁrms compliance with the

provisions of the Statutory Audit Services

for Large Companies Market Investigation

(Mandatory Use of Competitive Tender

Processes and Audit Committee

Responsibilities) Order 2014, as published by

the UK Competition and Markets Authority.

KPMG did not provide any non-audit

services during the year.

Internal audit

RSM continue to provide an outsourced

internal audit function to the Group. RSM are

independent of management and the Head

of Internal Audit, provided by RSM, reports

directly to the Chair of the Committee.

The 2025 internal audit plan was completed

in line with the plan approved by the

Committee, which received reports from

RSM on the outcome of those reviews

and regular updates on actions taken in

addressing issues previously identiﬁed.

RSM attended the Audit & Risk Committee

meetings held during the year. At these

meetings, the Committee met RSM without

the executive directors being present to

provide a forum to raise any matters of

concern in conﬁdence.

The internal audit plan for 2026 has been

approved and includes reviews covering our

recently acquired Lionmark business in the

US, and cyber security controls alongside

a range of other ﬁnancial and non-ﬁnancial

processes, a number of which include

material controls. Reﬂecting the maturity

of the Group’s internal audit approach, the

Committee requested that the plan for

2026 and future years incorporate a review

of the implementation of recommendations

from those internal audits undertaken three

years previously.

During the year, the Committee undertook

the annual assessment of the performance

of the function. An internal survey was

sent out to relevant stakeholders who had

worked with RSM, with feedback obtained

against a balanced scorecard of criteria

which included technical ability, business

understanding, eﬀective communication,

process management and the quality of

audit reporting. The Committee concluded

that it remained satisﬁed with the work

performed by RSM and that the internal

audit function was eﬀective.

Breedon Group plc

Annual Report and Accounts 2025

118

Audit & Risk Committee report

Recommendations made by the Chartered

Institute of Internal Auditors as part of

the 2024 EQA, commissioned by the

Committee to assess the Group’s internal

audit arrangements, have been addressed

in the year. These build upon the conclusion

issued by the Institute in 2024 that Group’s

internal audit function was eﬀective and

that the Group’s internal audit arrangements

conform with the International Professional

Practices Framework.

Risk management and internal

control

The Audit & Risk Committee monitors

the eﬀectiveness of the Group’s risk

management and internal control systems,

through the following processes:

The Executive team:

reports to the Board on changes in the

business and external environment

which present signiﬁcant risks,

including emerging risks and trends;

provides the Board with monthly

trading and ﬁnancial information

and comparison versus KPIs;

regularly informs the Board on changes

to the competitive landscape; and

performs a review at least twice a year

of the principal risks and mitigations

identiﬁed by management through

the risk management processes.

The Audit & Risk Committee:

receives regular reports on signiﬁcant

legal, ethical, compliance and

insurance matters from the Group

General Counsel, including summaries

of any reports received through the

Group’s whistleblowing hotline;

approves the Group risk management

and internal control framework,

which sets out the governance, risk

assessment policies and processes,

for their review and approval;

receives formal reporting from the

Head of Risk and Control on the risk

review processes followed and the

outcome of the formal risk reviews

which form the basis of the principal

and emerging risks reporting;

reviews progress updates from the

Head of Risk and Control covering

control remediation actions, progress

against the internal audit plan and

reviews both the ﬁnancial controls

framework implementation and risk

management activities;

receives an update on the outcomes

from the annual self-certiﬁcation

process for our key ﬁnancial controls

against the agreed minimum standards,

as deﬁned in the Breedon Financial

Controls Manual, and is provided a

summary of the results of the second-

line testing performed against the

agreed minimum standards;

reviews reports from the internal

auditor concerning the design,

implementation and operating

eﬀectiveness of internal controls

across the Group’s operations,

including IT and cyber security

controls. This reporting covers both

the scope and ﬁndings of reviews,

actions agreed with management

as well as the progress made by

management to address any actions;

receives regular reports from KPMG,

which includes ﬁndings on risk and

internal controls arising from their

work. Subsequent updates on issues

identiﬁed by KPMG are reported to

the Audit & Risk Committee;

reviews and approves signiﬁcant

ﬁnancial accounting policies for their

review and approval; and

receives updates from the Head of

Risk and Control and the Group Head

of Information Security regarding

the Group Fraud Risk Management

and the Information and Security

governance framework.

The Committee completed its

annual review of the eﬀectiveness of

the Group’s internal control and risk

management framework, concluding

that this remained eﬀective.

UK Corporate Governance

Code Provision 29

The Group will report in 2027 on the

revised Provision 29 of the UK Corporate

Governance Code for the ﬁrst time. The

Committee has oversight of the Group’s

preparations to ensure compliance, and

received regular updates on the Group’s

readiness activities from the Head of Risk

and Control throughout 2025.

Whistleblowing

The Group has adopted a whistleblowing

policy which, together with our conﬁdential

whistleblowing helpline, gives colleagues

or any other third party the means to raise

concerns in conﬁdence and, if they wish,

anonymously.

The Chair of the Committee is notiﬁed of

whistleblowing notiﬁcations as they are

raised, where appropriate. The Committee

regularly reviews reports on all notiﬁcations

received and ensures that arrangements

are in place for the proportionate and

independent investigation of such matters

and for follow-up action.

Based on these insights, we concluded that

the Group’s arrangements for raising and

investigating concerns conﬁdentially while

ensuring anonymity and without fear of

retaliation remain appropriate and eﬀective.

119

Strategic report

Governance

Financial statements

Additional information

Audit & Risk Committee report

Committee eﬀectiveness

The Committee believes that it has been

eﬀective in 2025. An internal performance

review of the Committee was carried

out in 2025 (see page 119).

The Committee was quorate for all four

meetings it held and was supported by

the Group Chief Financial Oﬃcer, Group

Financial Controller and the Head of Risk

and Control. All members of the Committee

were in attendance at the AGM in 2025 and

were available to talk to shareholders.

Areas of focus for 2026

The key areas of focus heading into

2026 include:

continuing to challenge the Executive

Team regarding the development of the

Group’s control environment;

ensuring that the Group is in a position

to make a declaration in the 2026 Annual

Report regarding the eﬀectiveness of

material controls in accordance with

Provision 29;

concluding the proposed timeline for

the Group’s external audit tender; and

oversight of any reporting changes

required under IFRS 18 Presentation

and Disclosure in Financial Statements.

Clive Watson

Chair, Audit & Risk Committee

11 March 2026

Breedon Group plc

Annual Report and Accounts 2025

120

Nomination Committee report

The Nomination

Committee ensures

that the Board and the

Executive Committee

have the necessary

skills and experience to

be eﬀective and bring

suﬃcient challenge

to lead a successful

organisation.

Amit Bhatia

Chair, Nomination Committee

Review of 2025

During the year I chaired the Nomination

Committee, except when discussions

regarding my independence and the

potential extension of my term of oﬃce

were held. The Committee was quorate for

all three meetings and was supported by

the Group People Director. Clive Watson

did not attend the meeting during which

the extension of his appointment for a third

three-year term was discussed.

The Committee devoted signiﬁcant time

in 2025 to considering Board succession

given both Clive’s and my own current

three-year terms will conclude in 2028. This

included discussions with the executive

directors focusing on the skills, experience

and knowledge required to support the

Company in the execution of its strategy in the

future. Consideration was also given to where

specialist skills could usefully be represented

on the Board and where it was appropriate

to rely on expert advisers. The importance of

timely appointments to ensure succession

could be managed so as to provide fresh

insights while also maintaining appropriate

continuity was recognised in the further

development of the Board’s succession plan.

The Nomination Committee keeps under

review the size and composition of the

Board including its skills, experience

and the knowledge of directors. A self-

assessed audit of directors’ skills and

experience is included as part of the annual

Board Performance Review to ensure

the Committee’s review is accurately

informed. The audit also provides a formal

opportunity for directors to request

additional training where they would like

to develop their skills and knowledge

in a particular area.

The internal Board Performance Review,

which took place in 2025, concluded that

the composition of the Board provides a

suitably broad range of skills, experience

and knowledge. The Committee took into

consideration the outcomes of the internal

Board Performance Review in 2024 when

recommending the extensions to the

appointments of both Clive and myself

during 2025, and the outcomes of the 2025

Board Performance Review in supporting

all directors in their re-election at the AGM

in 2026.

Composition, skills and experience

of the Nomination Committee

»104

In summary, I am conﬁdent that the

Board’s ongoing commitment to prudent

governance and forward-looking

succession planning will position Breedon

to deliver sustainable growth and long-term

value for all our stakeholders.

Amit Bhatia

Chair, Nomination Committee

11 March 2026

Roles and responsibilities

of the Nomination Committee

Click or scan to see the

terms of reference

Key activities in 2025

January

recommended the reappointment

of Clive Watson for a further

three-year term;

considered the extension of Amit

Bhatia’s appointment as Chair;

discussed the review of the

Committee’s eﬀectiveness; and

reviewed the balance of skills

on the Board.

February

recommended the reappointment of

Amit Bhatia until the end of the AGM

in 2028; and

approved the Nomination Committee

report for inclusion in the 2024 Annual

Report and Accounts.

June

discussed Board Chair and SID

succession;

considered NED rotation and

succession; and

reviewed executive director succession.

121

Strategic report

Governance

Financial statements

Additional information

Compliance with the Code

Amit Bhatia completed his third three-year

term since his initial appointment to the

Board during 2025. The Committee, without

Amit present, gave careful consideration

to his reappointment as Chair, given the

requirements of Provision 19 of the Code.

This included shareholder engagement

through the SID, as well as consideration of the

Chair not being independent on appointment

(Provision 9 of the Code). The Committee

ultimately recommended to the Board that

Amit’s appointment as Chair be extended with

his annual re-election being supported

up to the AGM in 2028. More details can be

found on page 126.

Nomination Committee report

Clive Watson completed his second

three-year term in oﬃce during 2025.

The Committee, without Clive present,

conﬁrmed that he continued to provide the

Board with valuable skills, experience and

knowledge, particularly in his roles as Chair

of the Audit & Risk Committee and SID, and

that he continued to contribute eﬀectively

to the long-term success of the Company.

The Committee therefore recommended his

reappointment for a third three-year term,

subject to annual re-election by shareholders.

Board performance

The internal Board Performance Review

that took place in 2024 identiﬁed three main

areas for the Board and the Nomination

Committee to consider. The Board and the

Nomination Committee have monitored

progress of these areas together with

some areas where other suggestions had

been made. The table below indicates the

progress made against the considerations

identiﬁed in 2024.

Main areas for consideration from the 2024

internal Board Performance Review

Progress made

Develop the approach to engagement

with the business outside formal meetings,

including site visits

Site visit and dinner schedules reviewed to ensure exposure

for non-executive directors to Group businesses and a

cross-section of colleagues.

Review the Board and Committee meeting

schedule and framework

Forward planners for the Board and Committees

developed; meetings scheduled two years in advance.

Review the remuneration consultant

FIT Remuneration Consultants LLP were replaced as

adviser by Ellason LLP.

The Board and each of the Committees

undertook an internal review of their

performance during 2025. Each director

considered their own skills and performance

and assessed their contribution. It was

concluded that all directors continued

to contribute eﬀectively. The directors

also considered how the Board and

the Committees had performed and

concluded that they were eﬀective.

The results were shared with the Board and

each Committee and the main areas for

consideration related to information ﬂow

and content, strategic discussions

and sustainability horizon scanning.

Diversity and inclusion

The Committee considers all

recommendations on appointment

or reappointment of directors in line

with the Board’s Diversity and Inclusion

Policy and tenure, together with any skills

gaps identiﬁed.

The Nomination Committee keeps the

composition of the Board, and its diversity,

under close review.

As at 31 December 2025, 43% of Board

directors were women and two Board

directors had a minority ethnic background.

The Committee considers the wider

beneﬁts of diversity to include age,

gender, ethnicity, educational proﬁle and

socioeconomic background.

All appointments to the Board are made on

the basis of merit, having regard to diversity

to allow contribution from a range of views,

insights, perspectives and opinions together

with the skills, experience, independence

and knowledge it can bring to Board

decision-making and eﬀectiveness.

The Board conﬁrms that as at 31 December

2025, it met the targets on Board diversity

in the UK Listing Rules (UKLR) of at least

40% of the Board directors being women

and of at least one individual on the Board

being from a minority ethnic background.

UKLR target

Position as at

31 December 2025

Outcome

Observation

At least 40% of directors

are women

43%

Met

Three Board directors were women

At least one senior Board

position

held by a woman

Not met

No senior Board positions were

held by women

At least one director from a

minority ethnic background

29%

Met

Two Board directors were from a

minority ethnic background

Chair, Chief Executive Oﬃcer, Senior Independent Director or Chief Financial Oﬃcer.

Compliance with the UK Corporate

Governance Code

»126

Breedon Group plc

Annual Report and Accounts 2025

122

Nomination Committee report

The directors are asked to provide the same

information to the Company Secretary,

which is reconﬁrmed on a regular basis.

Colleagues and the Board are able to self-

identify as either male, female or ‘other’.

For ethnicity, they are asked to self-identify

based on the Oﬃce for National Statistics

ethnicity categories.

Board Diversity Policy

Click or scan to see the

policy

Focus for 2026

The Nomination Committee will continue

to review and explore the succession plan

for future non-executive membership of

the Board together with consideration of

succession and talent management for the

members of the Executive Committee and

their direct reports.

In line with the Board Diversity and Inclusion

Policy, the Committee will support the

Board on its journey to increase diversity

with the objective of meeting in time the

UKLR target of at least one senior Board

position being held by a woman.

Amit Bhatia

Chair, Nomination Committee

11 March 2026

The Board did not meet the target in the

UKLR of at least one senior Board position

being held by a woman. However, the

Board is pleased to conﬁrm that the roles

of Chair of the Remuneration Committee

and the Sustainability Committee were

both held by women. The Board aspires to

meet the target of having at least one senior

Board position held by a woman and the

Committee will consider this as part of the

Board’s succession plans.

In February 2022 the FTSE Women

Leaders Review announced its gender

diversity targets for FTSE 350 companies.

The targets are for women to comprise 40%

of all FTSE 350 boards by the end of 2025

and 40% of leadership teams to be women

by the end of 2025 (leadership team is

deﬁned as the members of the Executive

Committee and their direct reports). As at

31 December 2025, 28% of our leadership

team was women.

All colleagues are invited to provide the

Group with information regarding their

gender and ethnicity when they join,

however this is not mandatory. If provided,

the gender and ethnicity information for

colleagues is entered into the Group’s HR

Information System. Colleagues can update

this information at any time during their

employment and are periodically reminded

to provide their gender and ethnicity

information if they are comfortable to do so.

Number of

Board members

% of the Board

Number of

senior positions

on the Board

(CEO, CFO, SID

and Chair)

Number in

executive

management

% of executive

management

White British or other White, including minority-white groups

71.4

100.0

Mixed/Multiple Ethnic Groups

Asian/Asian British

28.6

Black/African/Caribbean/Black British

Other ethnic group

Not speciﬁed/prefer not to say

Executive management is deﬁned as the Executive Committee.

The following tables set out the information that a listed company must include in its annual ﬁnancial report under the UKLR in the

format in which it must be set out.

Number of

Board members

% of the Board

Number of

senior positions

on the Board

(CEO, CFO, SID

and Chair)

Number in

executive

management

% of executive

management

Men

57.1

87.5

Women

42.9

12.5

Not speciﬁed/prefer not to say

Executive management is deﬁned as the Executive Committee.

123

Strategic report

Governance

Financial statements

Additional information

Sustainability Committee report

The Sustainability

Committee continues

to support the Board

in providing oversight

of our sustainability

impact and climate-

related responsibilities.

Carol Hui, OBE

Chair, Sustainability Committee

Review of 2025

Throughout the year I chaired the

Sustainability Committee, with membership

comprising a majority of independent

non-executive directors, as required by

the Committee’s terms of reference. The

meetings in the year were attended by the

Group Sustainability Director and Group

People Director who both have a standing

invitation to attend.

The Committee made recommendations

on its terms of reference and reviewed its

performance in the year, concluding that the

Committee had been eﬀective.

We were quorate for all three meetings held

in 2025 and members were available to

speak to shareholders at the AGM in 2025.

Composition, skills and experience of the

Sustainability Committee

»104

The Committee has continued to develop

and monitor the Board’s corporate

sustainability targets and key performance

indicators. During 2025, we received

reports on sustainability performance at

every meeting to ensure positive progress

against the objectives.

During the year, we received reports and

reviewed sustainability governance at

both Board level and within the businesses.

The Committee also reviewed the

sustainability risks and opportunities at

every meeting as part of monitoring the

Sustainability Risk Register. We reviewed

the environmental impact and sustainability

of the Group’s operations, particularly

in relation to those activities where the

Company has its most signiﬁcant climate-

related and environmental impacts.

The Sustainability Committee, on behalf

of the Board, reviewed and recommended

approval of the climate-related disclosures

for the 2024 Annual Report and approved a

suite of Group-wide sustainability policies.

In relation to remuneration, the Committee

considered appropriate sustainability

targets for the annual bonus and PSP.

We made recommendations to the

Remuneration Committee in this regard.

The Committee received presentations

providing external views as part of our

knowledge-building.

The Committee has received reports at

all meetings on stakeholder engagement

with regards to sustainability. Aligned

with the Company’s promotion of socially

responsible values and standards, the

Sustainability Committee has continued to

support engagement with both external

stakeholders and colleagues on key

sustainability topics.

Sustainability report

»62

Roles and responsibilities

of the Sustainability Committee

Click or scan to see the

terms of reference

Breedon Group plc

Annual Report and Accounts 2025

124

Sustainability Committee report

Focus for 2026

The Sustainability Committee will maintain

a close understanding of the business

and its sustainability priorities by inviting

business colleagues to present and discuss

sustainability issues. External experts will

provide guidance and share learning on

sustainability issues that impact us.

We agreed a focus on the following material

topics within our sustainability framework:

Planet: carbon and energy; responsible

use of resources including water and

waste; and nature and biodiversity;

People: attraction, development and

retention of a diverse, talented workforce;

employee volunteering; and community

donations and engagement;

Places: sustainable products, research

and development, and collaboration to

create innovative products and solutions

that help achieve a more sustainable built

environment; and

Principles: health, safety and wellbeing;

good governance; quality; ethics and

integrity; and stakeholder engagement.

A review of our sustainability materiality

assessment will be undertaken in 2026

to support the requirement for the

Group to comply with the EU’s Corporate

Sustainability Reporting Directive.

Carol Hui, OBE

Chair, Sustainability Committee

11 March 2026

Key activities in 2025

February

reviewed 2024 performance against

sustainability targets;

recommended sustainability targets

for the annual bonus and performance

share plan (PSP) to the Remuneration

Committee;

considered sustainability risks and

opportunities;

agreed sustainability disclosures in the

2024 Annual Report and Accounts;

reviewed the Group’s ESG policies and

approved a new Human Rights policy;

received a report on stakeholder

engagement and communications;

discussed investor engagement trends

in relation to ESG; and

received a presentation from Kier

Group plc on its sustainability

framework and implementation

approach.

September

reviewed progress against sustainability

strategic objectives and performance

targets;

considered sustainability risks and

opportunities;

received a report on stakeholder

engagement and communications; and

discussed the development of the

Group’s climate transition plan.

November

reviewed progress against sustainability

strategic objectives;

considered sustainability risks and

opportunities;

reviewed the sustainability

management and governance

framework;

received a report on stakeholder

engagement and communications;

recommended revised terms of

reference for adoption by the Board;

and

reviewed and agreed focus areas for the

Committee for 2026.

125

Strategic report

Governance

Financial statements

Additional information

Compliance statement against the Code

Compliance

statement

against the

Code

Provision 9

The Code recommends that a chair should

meet the independence criteria set out in

the Code on appointment. Amit Bhatia is

not considered to have been independent

on appointment to the Board, having been

initially appointed as the representative

of Abicad Holding Limited (Abicad), a

signiﬁcant Breedon shareholder, pursuant

to the terms of a relationship agreement in

force at the time of his appointment as Chair.

Accordingly, while the relationship

agreement between Abicad and Breedon

is no longer in force, Amit Bhatia remains a

person closely associated with Abicad and

is not regarded by the Board as having been

independent on his appointment to the

Board as Chair.

Provision 19

Amit Bhatia has been on the Board since

1 August 2016, meaning he has now served

on the Board for more than nine years

from the date of his ﬁrst appointment. This

does not comply with Provision 19, which

suggests a chair should not remain in post

beyond nine years from the date of their

ﬁrst appointment to the Board other than

for a limited time to facilitate eﬀective

succession planning and the development

of a diverse board.

Amit was appointed Chair in May 2019 and

so, although he has served on the Board

for over nine years, he will only have held

the role of Chair for a little under seven

years at the time of the AGM in 2026. Amit

was appointed as Executive Chair of Hope

Construction Materials in 2013, then the

UK’s largest independent building materials

business before it was acquired by the

Group in August 2016 (which is when he

joined the Breedon Board).

As conﬁrmed last year, Amit Bhatia

continues to be a high-calibre Chair. He

has an in-depth knowledge of Breedon

and the industry having been involved

in the business and sector through his

prior Executive Chair role at Hope and his

experience while at Breedon. He has an

important role to fulﬁl in overseeing the

development of our US business following

our entry into that market in 2024. Amit

brings extensive knowledge of the sector

and expertise with regards to strategy

and a good track record whilst Chair. He

has successfully led the Board through

an exceptional period of strong growth

through strategic actions, while in recent

years the market in GB has softened and

through which the Board has navigated

market conditions carefully.

During the latter part of 2024 and early

2025, the SID sought formal engagement

with shareholders representing over half

our issued share capital, during which

their recognition of Amit’s experience,

commitment and passion for Breedon was

expressed. We maintain an open dialogue

with investors regarding Amit’s tenure.

After detailed Board discussions, led by the

SID, and subsequent careful consideration,

the Board believes it was in the best

interests of all shareholders to extend Amit’s

term as director and Chair for at least three

years, particularly at such an important time

in our growth. The Board will therefore be

recommending annual re-election of Amit

up to at least the AGM to be held in 2028.

The Board continues to have a high regard

for Amit Bhatia as Chair and notes that,

while technically he is non-independent

under the provisions of the Code, in his

capacity as Chair he acts at all times as if

he were independent. Amit consistently

demonstrates clear and objective thought,

reﬂecting his strategic and entrepreneurial

approach. He actively promotes

constructive challenge and engagement

by the Board with the executive directors,

the management team and the business.

The Nomination Committee will continue

to review all Board roles in relation to

succession and, whilst in agreement that

Amit Bhatia should remain as Chair, the

Nomination Committee will continue to

work on succession in the best interests of

the Company and our shareholders.

The Board is pleased to

report that it applied the

principles and complied

with all provisions of the

Code in 2025 with the

exception of Provision 9,

Chair independence, and

Provision 19, Chair tenure.

Click or scan to see the

2024 Corporate Governance

Code

Breedon Group plc

Annual Report and Accounts 2025

126

Application

Compliance

Board leadership and Company purpose

The Board has collective responsibility for the long-term success of the

Company. The Board holds an annual strategy day together with strategic

discussions at every meeting. Long-term strategy, divisional strategies and a

progressive dividend policy are all considerations of the Board in generating

value for shareholders. The Group’s strategy and business model and details

of the governance arrangements in place that contribute to the delivery of

our strategy can be found in the Annual Report. The Board is responsible

for leading and governing the Company and has overall authority for the

management and conduct of its business, strategy and development.

The Board is also responsible for ensuring the maintenance of a sound system

of internal controls and risk management (including ﬁnancial, operational and

compliance controls) and for reviewing the overall eﬀectiveness of systems

in place as well as for the approval of any changes to the capital, corporate

and/or management structure of the Company. The Board has a governance

framework in place, which includes the directors, Board Committees, an

Executive Committee and a formal Schedule of Matters Reserved to the

Board. The Board is satisﬁed that during 2025 its responsibilities were met.

The Board also has an approved Board Conﬂicts of Interest Policy and a

Related Party Transactions Policy.

Principle 1A

Provision 1:

Managing our risks

and opportunities

»49 to 59

Business model

»22 to 27

Governance report

»102 to 152

The Schedule of Matters Reserved to the Board speciﬁes that the Board

is responsible for ensuring that our culture and values are aligned to the

Group’s purpose, long-term strategy and objectives. Procedures for the

regulation of Board conduct are detailed in individual appointment letters.

The Annual Report sets out the activities undertaken by the Board with

respect to monitoring culture and its approach to investing in and rewarding

its workforce.

To promote a common culture across the organisation, the Board has deﬁned

a clear purpose and set of values that support the successful delivery of our

strategy: Expand and Improve. Led by the Board and Executive Committee,

our purpose is ‘to make a material diﬀerence to the lives of our colleagues,

customers and communities’ and it aims to create a workplace where people

feel safe, proud and motivated to do their best. The values at the heart of

our business – keep it simple; make it happen; strive to improve; and show

we care – drive the performance of the business, motivating and engaging

colleagues, building customer loyalty and strengthening our relationship

with local communities.

Principle 1B

Provision 2:

Monitoring culture

»109 and 110

Directors’

Remuneration report

»132 to 148

Application

Compliance

Board leadership and Company purpose

The Board informs, approves and monitors the strategy for the Group,

holding management to account on its delivery. This is supported by a robust

internal control and risk management framework, which is overseen by the

Audit & Risk Committee. The Annual Report sets out how resources have

been used to meet our strategy for the Group and those of the individual

businesses. The Board has identiﬁed ﬁve strategic risks: acquisitions

and material capital projects, climate change, markets, land and mineral

management, and people, all of which are detailed in the Annual Report.

Principle 1C

Provision 1:

Managing our risks

and opportunities

»49 to 59

CEO review and

strategy

»28 to 35

Operating reviews

»36 to 41

The Board receives and considers regular updates on the views of

shareholders through reports from its brokers and directors following

shareholder engagement. Reports from the Head of Investor Relations and

analyst notes are reviewed to maintain a broad understanding of varying

investor views. The Board, including the Chair and the Committee Chairs,

engages with shareholders at the AGM. After each announcement of full and

half year results, the CEO and CFO undertake a roadshow to meet investors.

In late 2024 and early 2025, the SID engaged with shareholders representing

over half of our issued share capital regarding the Chair’s tenure. We maintain

an open dialogue with shareholders regarding this matter.

At the AGM in 2025 there were no resolutions where 20% or more of the

vote were cast against a Board recommendation. The voting results were

published on our website following our AGM.

The Board has appointed Pauline Laﬀerty as DNED for Workforce

Engagement and during 2025 she has undertaken face-to-face sessions

with colleagues and senior leaders. In addition, in January 2025, the Board

undertook site visits in Ireland, during which all directors met and engaged

with members of the workforce.

Principle 1D

Provision 3:

Engaging with

shareholders

»111 to 113

Provision 4:

No AGM votes below 80%

Provision 5:

S172(1) Statement

»97 to 101

Engaging with our

workforce

»77

»109

Compliance statement against the Code

127

Strategic report

Governance

Financial statements

Additional information

Application

Compliance

Board leadership and Company purpose

Group-wide policies are reviewed regularly and are accessible to all

employees. The Board undertakes an annual engagement survey with all

employees and reviews the results to ensure that a supportive and inclusive

culture is in place. The Board engages directly with the workforce through site

visits and through the DNED for Workforce Engagement.

The Group has in place a Whistleblowing Policy for any employee to raise

concerns. The policy provides for a conﬁdential process for notiﬁcation and

the arrangement for independent investigation to take place. The policy is

monitored by the Audit & Risk Committee and overseen by the Board.

The Board has a Conﬂicts of Interest Policy and all directors declare any

potential interest at meetings and provide a list of all external directorships

together with any third-party relationships. If a director has any concern

regarding the operation of the Board or the management of the Group

that cannot be resolved, then any such concern will be recorded in the

Board minutes. During the year, the Board determined that there were no

relationships that posed any actual or potential conﬂict.

Principle 1E

Provision 6:

Engaging with

our workforce

»77

»109

Provision 7:

Board of Directors

»104 and 105

Provision 8:

Director

appointment letters

»140

Board Conﬂicts of

Interest Policy

Division of responsibilities

The Chair was not independent on appointment. The Chair does not represent

a signiﬁcant shareholder, however a signiﬁcant shareholder is a Person Closely

Associated with him. The Board is of the opinion that the Chair has acted at

all times as if he were independent and demonstrates clear and objective

thought.

The Chair sets the Board’s agenda and the Board is provided with clear, regular

and timely information on the ﬁnancial performance of the businesses within

the Group, and of the Group as a whole. In addition, other trading reports,

contract performance and market reports and data, including reports on

employee-related matters such as health and safety and wellbeing issues,

are provided. The Board has approved a Schedule of Matters Reserved to the

Board.

Principle 2F

Provision 9:

Board of Directors

»104 and 105

Board in action

»107 and 108

Application

Compliance

Division of responsibilities

All non-executive directors (excluding the Chair) have been identiﬁed by the

Board as independent. The Board has a majority of independent directors. No

changes to the composition of the Board occurred during the year.

There is a clear division of responsibilities between the Chair, SID and CEO.

The SID has a particular role to play in relation to the appointment of the Chair

and led discussions on this topic with the Board and investors during the year.

Each Board Committee has terms of reference agreed by the Board which set

out the role, responsibilities and decision-making abilities of that Committee.

The Chair encourages and facilitates each director’s contribution to ensure

that no one individual can dominate the Board’s proceedings. All directors are

encouraged to use their independent judgement and to challenge all matters,

whether strategic or operational. The SID undertakes an evaluation of the

Chair annually and the Board undertakes an evaluation of its performance

every year, with this being externally facilitated every third year.

Principle 2G

Provisions 10, 11 & 12:

Board of Directors

»104 and 105

Provision 14:

Division of responsibilities

»103

Corporate governance

at a glance

»103

All non-executive directors have letters of appointment that detail the

responsibilities of their role and time expectations. The Chair holds sessions

with the non-executive directors without executive directors being present.

The Nomination Committee, which is constituted of non-executive directors,

has responsibility for recommending to the Board any appointment or

removal of directors.

Each non-executive director’s letter of appointment sets out the

commitments expected to discharge their duties. Executive directors are

prohibited from taking more than one additional listed directorship, with none

of the executive directors holding any such position during the year.

All directors undergo an induction on appointment, and training and

development is provided as needed.

Principle 2H

Provision 13:

Nomination

Committee report

»121 to 123

Provision 15:

Letters of appointment

»140

Schedule of Matters

Reserved to the Board

Board of Directors

»104 and 105

Nomination

Committee report

»121 to 123

Compliance statement against the Code

Breedon Group plc

Annual Report and Accounts 2025

128

Application

Compliance

Division of responsibilities

The Group General Counsel has been appointed by the Board as Company

Secretary. He acts as a trusted adviser to the Board and its Committees and

ensures there are appropriate interactions between senior management

and the non-executive directors. He is responsible for advising the Board on

all governance matters and all directors have access to him for advice. The

Schedule of Matters Reserved to the Board states that only the Board can

appoint or remove the Company Secretary.

Principle 2I

Provision 16:

Schedule of Matters

Reserved to the Board

Composition, succession and evaluation

The Board has established a Nomination Committee to which it delegates

certain responsibilities. The majority of the members of the Committee are

independent non-executive directors. The Chair of the Board is Chair of the

Committee, however the terms of reference set out the process for another

member to chair the meeting when dealing with the Chair’s successor. The

Chair was not independent on appointment and has now served on the

Board for over nine years. The Chair did not chair parts of the Nomination

Committee meeting when discussions took place regarding Chair tenure and

succession.

The Nomination Committee reviews succession plans for the Board and

senior executives together with talent management strategies. The Board has

a Diversity and Inclusion Policy.

All directors are subject to re-election as per the Company’s Articles of

Association (the ‘Articles’) and the supporting reasons for each director’s

re-election are set out in the Notice of Meeting.

Principle 3J

Provision 17:

Nomination

Committee report

»121 to 123

Diversity reporting

»122 and 123

Board Diversity and

Inclusion Policy

Provision 18:

Notice of Meeting

Application

Compliance

Composition, succession and evaluation

The Board members possess the various skills, knowledge and experience

that the Nomination Committee considers requisite for the Board to

discharge its responsibilities eﬀectively. At 31 December 2025, the tenure of

the Board consisted of one non-executive director in their fourth term (Chair),

one in their third term (SID), with the remaining three non-executive directors

in their second term. During 2025 the Chair entered his tenth year of service

on the Board. The composition and performance of the Board, and the skills

and experience of each director, are regularly evaluated, to ensure that they

best ﬁt the evolution of the Group’s business. The Nomination Committee

regularly reviews the succession plan to ensure that, when seeking to

recommend new members to the Board, consideration is given to a range of

relevant matters including the diversity of its composition.

The Board considers that each of the directors brings a senior level of

experience and judgement to bear on issues of operations, ﬁnance, strategy,

performance, governance and standards of conduct. Directors are given

regular access to the Group’s operations and employees as and when

required. Non-executive directors have a wealth and breadth of experience.

Principle 3K

Provision 19:

Board of directors

»104 and 105

Provision 20:

Nomination

Committee report

»121 to 123

The Board regularly reviews its own eﬀectiveness and the Chair is in regular

contact with each member of the Board to ensure that any concerns are

identiﬁed and acted on. The SID undertakes an annual performance review of

the Chair, obtaining feedback from the other members of the Board.

The Board carries out an externally facilitated Board Performance

Review every three years and welcomes input as part of the process from

stakeholders outside the Board. The Board also conducts annual internal

reviews of its eﬀectiveness during the intervening period. The Board is

committed to implementing any suggestions or recommendations that are

made to improve its eﬀectiveness. The Board last undertook an external

Board performance review in 2023. An internal Board and Committee

performance evaluation was undertaken in 2024 and 2025. The outcomes

and progress made are summarised in this Annual Report.

The Board considers and reviews the requirement for continued professional

development and each director is encouraged to reﬂect on their own

individual needs so that training can be provided where appropriate. The

Board is also provided with speciﬁc development opportunities inside and

outside the boardroom, such as the cyber incident simulation conducted

during 2025.

Principle 3L

Provisions 21 and 22:

Board performance

review

»122

Board in action

»107 and 108

Provision 23:

Nomination

Committee report

»121 to 123

Diversity reporting

»122 and 123

Compliance statement against the Code

129

Strategic report

Governance

Financial statements

Additional information

Application

Compliance

Audit, risk and internal control

The Board has established an Audit & Risk Committee. Membership solely

consists of independent non-executive directors. Two members have

recent and relevant ﬁnancial experience and the Committee, taken as a

whole, has competence relevant to the sector. The Chair of the Board is not

a member. Terms of reference have been approved which comply fully with

the roles and responsibilities set out in the Code.

The Audit & Risk Committee manages the relationship with the internal

and external audit functions on behalf of the Board, satisfying itself of

their independence and eﬀectiveness. On an annual basis, the Committee

considers reports on the eﬀectiveness of both the internal and external

audit functions. The Committee has adopted a policy on the supply of non-

audit services. It has evaluated and considers that the external auditor is

independent and is compliant with the Committee’s policy on the provision

of non-audit services.

The Committee also has oversight of the Risk and Control function

within the Group together with the Finance function. The Committee

is responsible for reviewing the internal controls and risk management

systems to ensure the integrity of the ﬁnancial and narrative statements.

Principle 4M

Provisions 24 and 26:

Audit & Risk

Committee report

»114 to 120

Provision 25:

Audit & Risk

Committee report

»114 to 120

Viability Statement

»60 and 61

Statement of Directors’

Responsibilities

»152

The Audit & Risk Committee provides advice to the Board as to whether 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. This responsibility of the

Board is presented and conﬁrmed by the Board in the Annual Report.

The Annual Report contains disclosures conﬁrming that the Board considers

it appropriate to adopt the going concern basis of accounting and how it has

assessed the prospects of the Company. The Viability Statement conﬁrms

that the directors have a reasonable expectation that the Company will

be able to continue in operation and meet its liabilities as they fall due. The

Statement of Directors’ Responsibilities provides details of the director’s

responsibility for preparing the Annual Report.

The Statement of Directors’ Responsibilities, Going Concern and Viability

Statements are contained within the Annual Report and are approved by

the Board.

Principle 4N

Provisions 25 and 27:

Audit & Risk

Committee report

»114 to 120

Provisions 30 and 31:

Financial statements

»164 to 211

Viability Statement

»60 and 61

Application

Compliance

Audit, risk and internal control

The Board is ultimately responsible for the internal control and risk

management framework, and for ensuring robust systems are in place for the

assessment of principal risks and the emerging risks faced by the Company.

The Audit & Risk Committee conducts an annual assessment of those risks,

the outcomes of which it reports to and discusses with the Board, together

with monitoring the risk management and internal controls. The procedures

that the Board has in place to identify emerging risks and how these are being

managed or mitigated are disclosed in the Annual Report. The Audit & Risk

Committee supports the Board with this responsibility.

In compliance with Provision 28 of the Code, the Board conﬁrms that it has

carried out a robust assessment of the emerging and principal risks facing

the Group, including those that would threaten its business model, future

performance, solvency and liquidity.

Principle 4O

Provisions 28 and 29:

Managing our risks

and opportunities

»49 to 59

Audit & Risk

Committee report

»114 to 120

Remuneration

The Board has established a Remuneration Committee consisting of

independent non-executive directors and a Chair who has the requisite

experience as set out in the Code. The Remuneration Committee assists

in fulﬁlling the Board’s oversight responsibilities relating to the Directors’

Remuneration Policy (the ‘Policy’ or the ‘2024 Policy’) and practices and is

responsible for the formalisation of all elements of remuneration for the Chair,

the executive directors and the Executive Committee.

The Remuneration Committee reviews workforce remuneration policies

and the alignment of those incentives and rewards with the culture of the

Group. The policies are aligned to our purpose and values and are designed to

support the Company’s long-term strategic aims.

Principle 5P

Provisions 32 and 33:

Terms of reference

Directors’

Remuneration report

»132 to 148

Compliance statement against the Code

Breedon Group plc

Annual Report and Accounts 2025

130

Application

Compliance

Remuneration

The Remuneration Committee has established remuneration schemes

that promote long-term shareholding by executive directors to support

alignment with long-term shareholder interests, with share awards granted

under the PSP subject to a total vesting and holding period of ﬁve years and

post-employment shareholding requirements. The Policy will next be put to

shareholders for approval no later than the 2027 AGM, following approval last

being sought in 2024.

The 2024 Policy is aligned with the Company’s culture to drive behaviours

consistent with Company strategy, purpose and values, and aims to attract,

retain and motivate successfully without paying more than is necessary.

Pension contribution rates for executive directors are aligned to those

available to the workforce. A proportion of remuneration is performance-

related with any such elements structured so as to be transparent, stretching

and rigorously applied and to avoid rewarding poor performance.

Details of all directors’ service agreements and letters of appointment are

detailed in the Annual Report. Both executive directors have a contractual

notice period of one year, whether given by the individual or the Company.

The Company has regard to the executive directors’ duty to mitigate their loss

in respect of contractual rights they would be entitled to receive on loss of

oﬃce. Non-executive remuneration remains the responsibility of the Board,

as speciﬁed in the Schedule of Matters Reserved to the Board, and does not

include share options or any performance-related elements.

Principle 5Q

Provision 34:

Directors’

Remuneration report

»141

Provisions 36, 37, 38, 39:

Directors’

Remuneration report

»137 to 140

Provisions 40 and 41:

Directors’

Remuneration report

»132 to 148

The Remuneration Committee consists of only independent non-executive

directors and a Chair who has the requisite experience as set out in the Code.

The Remuneration Committee is supported by an external consultant who

provides independent advice and benchmarking and is identiﬁed in the

Annual Report.

Policies are in place to override formulaic outcomes and make provision for

the Remuneration Committee to recover or withhold sums or share awards. A

summary of the 2024 Policy can be found in the Annual Report.

Principle 5R

Provision 35:

Directors’

Remuneration report

»145

Provision 37:

Directors’

Remuneration Policy

»137 to 140

Compliance statement against the Code

131

Strategic report

Governance

Financial statements

Additional information

Directors’ Remuneration report

Annual statement

The Remuneration

Committee is focused

on ensuring that

our approach to

remuneration continues

to drive Breedon’s high

performance culture.

Pauline Laﬀerty

Chair, Remuneration Committee

Roles and responsibilities

of the Remuneration Committee

Click or scan to see the

terms of reference

This report is comprised of four sections

»132

Annual statement

outlines the key items

considered by the Committee during the

year, including pay outcomes, and our

approach to paying directors in 2026.

»136

Remuneration at a glance

provides a

snapshot of executive directors’ pay for

the year.

»137

Directors’ Remuneration Policy

provides

a summary of the 2024 Policy with a full

copy available on the website and in the

2023 Annual Report.

»141

Annual report on remuneration

details

the pay outcomes for 2025, sets out

additional information on the context

in which pay has been awarded, and

describes in more detail how we propose

to implement our Policy in 2026.

2025 business performance

£1,713.8m

Revenue

(2024: £1,576.3m)

24.2p

Basic earnings

per share

(2024: 28.1p)

£278.8m

Underlying EBITDA

(2024: £269.9m)

77%

Colleague

engagement score

(2024: 78%)

Dear shareholder

I am delighted to introduce this Directors’

Remuneration report for 2025, Breedon’s

second full ﬁnancial year as a Main Market

company. In 2025, the Committee continued

to apply the Directors’ Remuneration

Policy which received c.97% support by

shareholders at the 2024 AGM. At the

2026 AGM, shareholders will have the

opportunity for an advisory vote on the

Directors’ Remuneration Report – we look

forward to shareholders’ continued support

and engagement.

2025 business performance

Breedon faced a challenging year in 2025

with ongoing diﬃcult market conditions

and political uncertainty. Despite this, we

delivered a resilient performance with

another year of Underlying EBITDA growth

and very strong cash generation. Revenue

grew to £1,713.8m and we delivered an

Underlying EBITDA of £278.8m.

Through the acquisition of Lionmark and

continued focus on cost discipline, Breedon

has been able to partially oﬀset the eﬀects

of challenging market conditions. With

our continued expansion and balanced

exposure to the US and replenishment of key

mineral reserves, we have made excellent

progress on our Breedon 3.0 strategy

this year.

We continue to invest in our colleagues with

a focus this year on wellbeing, improving

our colleague oﬀering and continuing to

upskill our leaders. We are proud to have

maintained very strong engagement

survey results of 77% overall and 80% for US

colleagues, demonstrating their successful

integration into Breedon.

Breedon Group plc

Annual Report and Accounts 2025

132

Directors’ Remuneration report

Annual statement

2025 remuneration outcomes

Annual bonus

75% of the 2025 annual bonus was based

on a sliding scale of Underlying EBITDA

targets and 25% on a range of strategic and

sustainability objectives.

The range set for Underlying EBITDA

was based on outperforming a stretching

budget, with full payout requiring

outperformance of market consensus at

the time targets were set. The Committee

also increased the Underlying EBITDA

range during the year to reﬂect the positive

impact of the Lionmark acquisition. The

delivery of adjusted

Underlying EBITDA

of £278.2m in 2025 falls between the

threshold and target of the bonus range,

warranting 13.7% payout of the ﬁnancial

element of the bonus. Excellent progress

towards our corporate objectives in 2025

resulted in a payout of 96% of maximum for

this element.

The overall bonus payout for 2025 was

therefore 51.5% of base salary, of which one-

third will be deferred in shares for

two years.

The Committee considered carefully

whether the annual bonus outcome was

consistent with the underlying performance

of the business. On balance, the Committee

concluded the bonus outcome was a fair

reﬂection of performance, considering

the Group ﬁnancial performance set out

above and the excellent progress made on

strategic and ESG priorities. As a result, no

discretion was applied in the Committee’s

approval of the outcome.

2023 PSP

Vesting of the 2023 PSP awards was

based 50% on Breedon’s TSR against the

FTSE 250 (excluding investment trusts)

over the three-year performance period

ending 31 December 2025 and 50% on

EPS performance in 2025. Breedon’s TSR

over the period was above the median

of the benchmark, warranting 41.2%

vesting of this element. The 2025 Adjusted

Underlying Diluted EPS outturn of 31.8p was

below the threshold levels, warranting no

vesting of this element. Therefore, 20.6% of

the 2023 PSP award will vest in April 2026.

The Committee believes the PSP outcome

is a fair reﬂection of overall performance

over the performance period in the

context of a challenging macroeconomic

environment and applied no discretion in

the determination of the outcome.

As indicated in last year’s report, the

Committee also considered the vesting

value in April 2025 of the 2022 PSP awards

in relation to investor guidance around

windfall gains, and was satisﬁed that the

initial conclusion to make no amendment

at the end of the performance period

continued to be appropriate.

2025 PSP

Awards were granted to the executive

directors under the PSP in April 2025,

with vesting linked to EPS, TSR and

carbon reduction. The TSR performance

condition is consistent with prior awards,

with full vesting requiring Breedon to

deliver upper quartile TSR when compared

to the FTSE 250. The EPS range was

set to be challenging in the context of

Breedon’s growth ambitions, and the

carbon reduction range was set to build on

Breedon’s previous signiﬁcant progress in

reducing carbon emissions.

Full details of the targets are

disclosed

»148

For details of the adjustments made for performance

measurement purposes see page 142.

Annual bonus outcome

2025

Threshold

10% payout

Maximum

100% payout

Weighting

% of

maximum

achieved

% of

bonus

achieved

EBITDA

£278.2m

£327.5m

75%

13.7%

10.3%

Corporate objectives

Performance share plan outcome

2023 cycle

£275.4m

Partially met

25%

96%

24%

Overall, bonuses of 51.5% of salary became payable to executive directors

TSR vs FTSE 250

Threshold

25% payout

Maximum

100% payout

Weighting

% of

maximum

achieved

% of

PSP

vesting

EPS

33.25p

37.00p

31.8p

50%

Median

Upper quartile

55th percentile

50%

41.2%

20.6%

Overall 20.6% of the 2023 PSP will vest to the executive directors

133

Strategic report

Governance

Financial statements

Additional information

Directors’ Remuneration report

Annual statement

Senior management and wider

workforce

The Committee sets remuneration for senior

executives, and during the year received

updates on colleague remuneration, policies

and practices across the Group, enabling

the Committee to stay up-to-date with

trends and themes for the wider workforce.

Pay increases for the wider workforce in

2025 were broadly set to 3.5%.

As the DNED for Workforce Engagement,

I also attended a number of focus groups

in 2025 with colleagues across our UK and

Ireland businesses and discussed a wide

range of topics.

Key activities in 2025

January

considered the implications of market

developments;

reviewed general workforce salary

increases;

reviewed market benchmarks for senior

executives;

received interim performance update

on inﬂight incentives;

initial consideration of 2025 bonus and

PSP targets; and

approved awards under all-employee

share plans.

February

executive director and Executive

Committee remuneration review in the

context of workforce increases;

approval of 2024 annual bonus

outcome;

approval of 2022 PSP award vesting;

approved 2025 bonus and PSP targets;

assessed compliance with shareholding

guidelines;

share dilution update;

reviewed Board chair fees; and

approved the Directors’ Remuneration

Report for inclusion in the 2024 Annual

Report and Accounts.

April

reassessed bonus targets to

accommodate Lionmark acquisition;

and

reviewed the US remuneration

landscape.

November

received interim performance update

on incentives; and

considered the implications of market

developments.

Breedon Group plc

Annual Report and Accounts 2025

134

Directors’ Remuneration report

Annual statement

Looking forward to 2026

2026 will be the ﬁnal year of our current

three-year Policy which the Committee will

implement as follows:

Salary

The Committee supports the principle that

executive director salary increases should

be in line or below those granted for the

rest of the workforce. In line with the wider

workforce the executive director salaries

will increase by 3%.

Beneﬁts and pension

There has been no change to beneﬁts

provision. Pension contribution rates

remain in line with the general workforce

contribution oﬀering of 5% of salary.

Annual bonus

The annual bonus opportunity for both

executive directors will continue to be 150%

of base salary and based 75% on underlying

proﬁtability and 25% on corporate

objectives including ESG. Consistent with

last year, for 2026 the ﬁnancial element

of the annual bonus will be determined

by the Group’s Underlying EBITDA

performance. The Underlying EBITDA

measure will remain subject to a moderator

to reﬂect actual capital employed in the

business versus budget, and a quality

of earnings assessment will apply. The

targets and objectives are considered to be

commercially sensitive and will be disclosed

in the 2026 remuneration report.

PSP

The Committee intends to make awards

with a face value of 200% of salary to the

CEO and 175% of salary to the CFO. The

Committee has considered the prevailing

share price and considers these award levels

to be appropriate but will use its discretion

at vesting to mitigate any windfall gains.

Consistent with the approach taken in

2025, EPS and relative TSR will continue

to apply with weightings of 42.5% each.

The remaining 15% will be based on a

carbon reduction metric, which reﬂects our

environmental ambitions. The performance

ranges set for these metrics are detailed on

page 148.

Concluding remarks

In accordance with the regulatory

requirements for UK Main Market

companies, we will be required to

submit the Policy to shareholders for

approval by no later than the 2027 AGM,

and the Committee will embark upon

a review of the current Policy during

2026. Any proposed revisions will be the

subject of consultation with shareholders.

To support its review, the Committee will

continue to monitor developments in

market practices and investor attitudes

around senior executive pay to ensure the

Policy remains ﬁt-for-purpose, robust and

competitive. In particular, the Committee

will focus on ensuring the remuneration

structure reinforces Breedon’s growth

ambitions, through our choice of variable

pay structures, incentive mix, performance

measure selection and target ranges.

The Committee continues to place great

importance on ensuring that there is a

clear link between pay and performance,

including a focus on culture, adherence

to the Group’s risk framework, and that

remuneration outcomes are reﬂective of

this wider context.

I hope you ﬁnd this report to be a

comprehensive account of the Committee’s

activities and the decisions we have made

during the year. I shall be available at the

upcoming AGM to answer any questions

about the work of the Remuneration

Committee, and thank you again for your

continued support of Breedon.

Pauline Laﬀerty

Chair, Remuneration Committee

11 March 2026

135

Strategic report

Governance

Financial statements

Additional information

Directors’ Remuneration report

2 Remuneration at a glance

2025

Executive director remuneration

Actual pay delivered for 2025

£’000

CEO

743

360

186

CFO

517

250 126

250

500

750

1,000

1,250

1,500

1,750

2,000

Annual bonus outcome

Threshold

10% payout

Maximum

100% payout

Weighting

% of

maximum

achieved

% of

bonus

achieved

EBITDA

£275.4m

£327.5m

£278.2m

75%

13.7%

10.3%

Corporate objectives

Partially met

25%

96%

24%

Total 34.3%

Performance share plan outcome

2023 cycle

Threshold

25% payout

Maximum

100% payout

Weighting

% of

maximum

achieved

% of

PSP

vesting

EPS

33.25p

37.00p

31.8p

50%

TSR vs FTSE 250

Median

Upper quartile

55th percentile

50%

41.2%

20.6%

Total 20.6%

Shareholding

% of salary

CEO

234%

CFO

69%

50%

100%

150%

250%

300%

200%

Our pay principles

Clear and simple

Attracts, retains and motivates

Competitive but not excessive

Clear focus on performance-related pay

Aligned with shareholders and other

stakeholders

Supports our culture and values

Promotes good governance

2026

Executive director remuneration

CEO

CFO

2026

2027

2028

2029

2030

Fixed pay

Salary

£721k

(+3%)

£500k

(+3%)

Beneﬁts

Private medical insurance, medical screening,

car allowance

Pension

5% of salary, in line with the workforce

Annual bonus

Opportunity

150% of salary

Measures

75% – Adjusted Underlying EBITDA (with moderator

to reﬂect actual capital employed versus budget)

25% – Key strategic/sustainability objectives

Deferral

One-third of any bonus earned, for two years

One-year performance period

Two-thirds of bonus earned is paid

in 2027

One-third is deferred in shares for

two years

Performance share plan

Opportunity

200% of salary

175% of salary

Measures

42.5% – EPS

42.5% – TSR vs FTSE 250 excl. investment trusts

15% – Carbon reduction

Cycle

Three-year performance period plus two-year hold

Three-year performance period

Two-year holding period on any

vested shares

Shareholding requirements

Level

200% of salary

Details

Retain half of any vested share awards (net of tax) until

guideline is achieved. Remains in force for two years

post-cessation

Breedon Group plc

Annual Report and Accounts 2025

136

Directors’ Remuneration report

3 Directors’ Remuneration Policy

Our Directors’ Remuneration Policy was approved by shareholders at the AGM on

24 April 2024 and will continue to apply for the 2026 ﬁnancial year.

Click or scan here to see a full copy of the Policy approved in 2024

Policy summary table for directors

The table below sets out the main components of the Policy.

Purpose and link to strategy

Operation

Maximum opportunity

Performance conditions

Base salary

To provide a competitive base

salary reﬂective of the particular

skills, calibre and experience of an

individual.

Normally reviewed annually or where there is a signiﬁcant change

of responsibilities.

Typically take eﬀect from 1 April.

No maximum salary, although increases will

normally be broadly in line with those awarded to

the wider workforce.

Increases above this level may be awarded to

take into account individual circumstances.

Any increase in base salary is implemented only after

careful consideration of individual contribution and

performance.

Beneﬁts

To provide market competitive,

cost-eﬀective beneﬁts to assist

with retention and recruitment.

May include private medical insurance, life assurance, car

allowance, executive medical screening and any other beneﬁts

which are introduced for the wider workforce.

May also include certain relocation, travel and/or incidental

expenses as appropriate.

There is no predetermined maximum.

Not performance related.

Pension

To provide employees with

long-term savings to allow for

retirement planning.

Includes participation in a deﬁned contribution pension plan or

a cash supplement in lieu of pension up to the same value, or a

mixture of both.

Aligned with the wider workforce pension

contribution (5% of base salary).

Not performance related.

Annual bonus

Rewards achievement of annual

ﬁnancial and business targets

aligned with the Group’s KPIs.

Bonus deferral encourages

long-term shareholding, supports

retention and discourages

excessive risk taking.

Subject to the achievement of performance targets and with

payment at the Committee’s discretion.

Two-thirds payable in cash and one-third deferred in shares for

two years.

Malus and clawback provisions apply.

150% of base salary.

Financial measures will normally determine the majority

of the bonus opportunity and the balance may be based

on non-ﬁnancial, strategic, personal and/or ESG-related

objectives.

The Committee has discretion to adjust the formulaic

outcome taking account of any relevant factors.

137

Strategic report

Governance

Financial statements

Additional information

Directors’ Remuneration report

Directors’ Remuneration Policy

Purpose and link to strategy

Operation

Maximum opportunity

Performance conditions

Performance Share Plan

To drive superior performance

of the Group and delivery of the

Group’s long-term objectives,

aid retention and align directors’

interests with those of the

Company’s shareholders.

Share awards granted in the form of nil or nominal cost options or

conditional awards.

Vested awards are subject to a two-year holding period.

Dividend accrual applies.

Malus and clawback provisions apply.

200% of salary for the CEO and 175% of salary for

other directors.

Vesting subject to the satisfaction of performance

conditions, typically measured over a period of at least

three years.

Measures could include, but are not limited to, EPS,

relative TSR or sustainability-based measures. The

Committee has the ﬂexibility to vary the mix of measures

or to introduce new measures for future awards.

The Committee has discretion to alter the vesting

outcome taking account of any relevant factors.

All-employee share schemes

Encourages colleague share

ownership and therefore

increases alignment with

shareholders.

Sharesave schemes are open to all colleagues of the Group.

The Company may introduce other all-employee schemes, if

appropriate.

Limits set by HMRC from time to time.

Not performance related.

Shareholding guidelines

Encourages executive

directors to build a meaningful

shareholding in the Group.

At least half of any share awards vesting (post-tax) must be

retained until the required holding is reached.

Shares owned outright count towards the in-employment

guideline as do unvested deferred bonus shares and vested PSP

awards, which remain unexercised on a net of tax basis.

During employment: 200% of salary guideline

applies.

Post-employment: the holding requirement is

the lower of the shareholding at cessation and

200% of salary, and applies for two years.

Not performance related.

Chair and non-executive directors’ fees

To attract high-calibre individuals

and appropriately reﬂect

knowledge, skills and experience.

Fees reviewed annually, taking into account time commitment

and contribution.

The Chair is paid an all-inclusive fee for all Board responsibilities.

Non-executive directors receive a basic fee and additional fees for

further responsibilities.

No maximum fee level or rate of increase, but

account is taken of market movements and

ongoing time commitments.

Not performance related.

Breedon Group plc

Annual Report and Accounts 2025

138

Directors’ Remuneration report

Directors’ Remuneration Policy

Illustration of the application of the Policy

CEO

(£’000)

CFO

(£’000)

22%

43%

18%

36%

32%

33%

27%

100%

46%

24%

19%

£777

£1,678

£3,301

£4,022

Minimum

target

Maximum Maximum

with

growth

19%

40%

16%

34%

33%

35%

29%

100%

48%

25%

21%

£545

£1,139

£2,170

£2,608

Minimum

target

Maximum Maximum

with

growth

Total ﬁxed remuneration

Annual bonus

Performance Share Plan

Share price growth

Year 1

Year 2

Year 3

Year 4

Year 5

Total ﬁxed

remuneration

Base salary

Beneﬁts

Pension

Annual

bonus

One-year

performance period

Maximum two-thirds

payment as cash

Malus and clawback

apply

Minimum one-third

payment deferral

as shares for two-year

period

No further performance

conditions

Malus and clawback

apply

Performance

share plan

Three-year

performance period

Malus and

clawback apply

Two-year holding period

Malus and clawback apply

Shareholding

guidelines

Executive directors are expected to build and maintain a shareholding equivalent to 200% of their base salary

The balance between ﬁxed and variable

‘at risk’ elements of remuneration changes

with performance. Our Policy results in

a signiﬁcant proportion of remuneration

received by executive directors being

dependent on Company performance.

The charts above illustrate how the Policy

would function for minimum, on-target and

maximum performance for each executive

director in 2026.

Assumptions for the chart:

Beneﬁts estimated at the value shown

in the single total ﬁgure of remuneration

table for 2025.

On-target: bonus achieved at 50% of the

maximum opportunity, and the PSP is

valued at 25% of the face value at grant.

Maximum: full bonus achieved and PSP

vesting in full, meaning bonus payouts of

150% of salary, and PSP award values of

200% and 175% of salary for the CEO and

CFO respectively.

Share price appreciation of 50% has been

assumed for the PSP awards under the

ﬁnal ‘maximum with growth’ scenario

(no share price appreciation has been

assumed for the ﬁrst three scenarios).

Amounts relating to all-employee share

schemes have, for simplicity, been

excluded from the charts.

139

Strategic report

Governance

Financial statements

Additional information

Directors’ Remuneration report

Directors’ Remuneration Policy

Service agreements/letters of appointment and loss of oﬃce

Each director has a service agreement or letter of appointment with the Company as

follows:

Director

Service agreements/

letters of appointment

and loss of oﬃce

Eﬀective date of most

recent contract/letter

of appointment

Notice period

From the

director

From the

Company

Executive directors

Rob Wood

27 February 2014

10 May 2023

12 months

James Brotherton

17 November 2020

10 May 2023

12 months

Non-executive directors

Amit Bhatia

1 August 2016

1 August 2025

–

Carol Hui, OBE

3 March 2020

26 April 2023

–

Pauline Laﬀerty

17 June 2021

1 August 2024

–

Helen Miles

18 November 2020

31 March 2024

–

Clive Watson

24 July 2019

1 September 2025

–

In line with the expectations of the UK Corporate Governance Code, all directors submit

themselves for re-election annually at the AGM.

Breedon Group plc

Annual Report and Accounts 2025

140

Directors’ Remuneration report

Annual report on remuneration

This section of the report has been prepared

in accordance with Part 3 of The Large and

Medium-sized Companies and Groups

(Accounts and Reports) Regulations

2008 (as amended) and UKLR 6.6.6R. The

Directors’ Remuneration report, comprising

the Annual Statement to shareholders by

the Remuneration Committee Chair and the

Annual report on remuneration, will be put to

a to a single advisory shareholder vote at the

AGM on 29 April 2026.

This part of the report is comprised of

ﬁve sections:

Remuneration for 2025

»142

Directors’ share ownership

»144

and share interests

Remuneration Committee

»145

membership, governance

and voting

Pay comparison

»146

Implementation of the

»148

Policy in 2026

Remuneration for 2025

Single total ﬁgure of directors’ remuneration (audited)

The total remuneration of the directors for the year ended 31 December 2025 and the prior year is shown in the table below:


							Fixed pay		Annual		PSP awards		Variable pay
	Salary/fees		Beneﬁts 1		Pension 2		Sub-total		bonus 3		vesting 4		Sub-total		Total
	£’000		£’000		£’000		£’000		£’000		£’000		£’000		£’000
Director	2025	2024	2025	2024	2025	2024	2025	2024	2025	2024	2025	2024	2025	2024	2025	2024
Executive directors
Rob Wood	692	662	21	20	30	29	743	711	360	722	186	590	546	1,312	1,289	2,023
James Brotherton	477	448	20	20	20	20	517	488	250	488	126	399	376	887	893	1,375
Non-executive directors
Amit Bhatia	236	219	–	–	–	–	236	219	–	–	–	–	–	–	236	219
Carol Hui, OBE	74	70	–	–	–	–	74	70	–	–	–	–	–	–	74	70
Pauline Laﬀerty	82	77	–	–	–	–	82	77	–	–	–	–	–	–	82	77
Helen Miles	62	59	–	–	–	–	62	59	–	–	–	–	–	–	62	59
Clive Watson	85	81	–	–	–	–	85	81	–	–	–	–	–	–	85	81

Beneﬁts paid to Rob Wood and James Brotherton comprise the provision of private medical cover and a car allowance.

Rob Wood and James Brotherton received a salary supplement in lieu of a contribution to a pension arrangement.

Further information in relation to the bonuses payable to Rob Wood and James Brotherton is given on pages 142 and 143 and these bonuses were earned pursuant to the terms

of the 2025 annual bonus scheme.

Both executive directors were granted PSP awards on 11 April 2023 which are due to vest at 20.6% on 11 April 2026. As the vesting date falls after the remuneration report is

signed oﬀ, the value of these awards has been estimated using the three-month average share price to 31 December 2025 (332.8p). The actual value of these awards at the

point of vesting will be set out in the 2026 Directors’ Remuneration report. The 2024 PSP ﬁgures have been updated to reﬂect the actual share price at vesting (429.9p) and the

value of accrued dividends during the vesting period.

Strategic report

Governance

Financial statements

Additional information

141

Breedon Group plc

Annual Report and Accounts 2025

142

Directors’ Remuneration report

Annual report on remuneration

Remuneration for 2025

Annual bonus for the year ended 31 December 2025 (audited)

The annual bonus opportunity for each executive director was 150% of base salary.

The 2025 annual bonus was based on the achievement of stretching Underlying EBITDA

targets for 75% with the remaining 25% based on corporate objectives. The Underlying

EBITDA range was set around the budget for the year, and was subsequently increased to

reﬂect the impact of the Lionmark acquisition. At the time of setting the Underlying EBITDA

range, the stretch level of performance required a 7% outperformance of market consensus.

Underlying EBITDA (75% of the total bonus)


Threshold level of	Target level of
Underlying EBITDA	Underlying EBITDA	Maximum level of	Adjusted Underlying	Bonus earned
(10% payout)	(50% payout)	Underlying EBITDA	EBITDA	(percentage of
£m	£m	£m	£m 1	maximum) %
275.4	306.0	327.5	278.2	10.3

After the application of the capital employed moderator and the exchange rate translation.

The rules of the annual bonus scheme provide that the actual level of Underlying EBITDA

achieved is subject to a capital moderator which takes account of the impact of smaller

bolt-on acquisitions on Group performance and reinforces working capital discipline. It is

based on applying a capital charge to excess capital employed, and conversely a capital

credit for a reduction in capital employed. In 2025 the impact of the capital moderator

on the Underlying EBITDA achieved was to decrease EBITDA by c.£0.6m as a function of

average working capital being slightly higher than had been budgeted.

In overseeing the bonus outcome, the Committee examines whether the formulaic

calculation for the Underlying EBITDA metric is justiﬁable and explainable in the context

of overall business performance, particularly focusing on the impact of one-oﬀ events.

The Committee concluded from its review that the formulaic outcome against the

Underlying EBITDA targets reﬂected the underlying performance of the Group in the year.

Corporate objectives (25% of the total bonus)


Objectives	Assessment
Strategic themes
Strategy — progress M&A strategic priorities	Lionmark acquisition completed doubling the size of
and science-based carbon reduction roadmap;	the US business and enhancing vertical integration.
particular focus on US and cement decarbonisation.	Signiﬁcant progress made on the Peak Cluster
	Decarbonisation project.
Customer — maintain and/or improve our weighted	Target for 2025 was to maintain or improve the NPS
averaged NPS.	score of 67. The target was exceeded with a weighted
	NPS score of 69.
Mineral reserves — planning applications/planning	Target for replenishment of mineral reserves in 2025
consents secured for key mineral reserves.	was exceeded with 50 million tonnes of minerals
	secured during the year.
Digitalisation — implement and embed common	A new platform, Enablon, was implemented and
Group platforms to consolidate and digitalise risk	embedded as a common Group platform during
and control, health and safety, and sustainability	2025.
assurance and compliance capabilities.
Sustainability 2030 target
People – generate social value.	Thrive’s Impact Valuation Standard was
	implemented in 2025. Social value generated in 2025
	was £134.5m (against a target of £83m).
Places – sale of products from the Breedon Balance	The sale of products from the Breedon Balance
range.	range in 2025 was 39% against a target of 37%,
	(slightly below the stretch target set).

The objectives made up 25% of the total bonus for the CEO and CFO. The Committee

determined that excellent progress had been made against each of the objectives

and targets and this resulted in a payout of 96%.

The table above provides disclosure of the objectives against each area and actual

performance.

Strategic report

Governance

Financial statements

Additional information

143

Directors’ Remuneration report

Annual report on remuneration

Remuneration for 2025

Overall the bonus outcome for the year, taking into account ﬁnancial performance and the

delivery of corporate objectives, was 34.3% of maximum. The overall bonus for the period

was as follows:


					Portion to be
	Maximum bonus				deferred in
	opportunity	Bonus payout	Bonus earned	Payable in	shares for
	(% of salary)	(% of maximum)	(£’000)	cash	2 years
Rob Wood	150%	34.3%	360	240	120
James Brotherton	150%	34.3%	250	167	83

The Remuneration Committee believes these outcomes fairly reﬂect the performance of

the business over the 2025 ﬁnancial year and therefore no adjustment is required to the

formulaic outcomes. In arriving at this conclusion, the Committee recognised the resilient

performance delivered in 2025 in a very challenging macroeconomic environment. The

Committee also considered progress on strategic delivery and sustainability objectives

delivered during the year.

2023 PSP vesting outcome in respect of performance to 31 December 2025 (audited)

Awards were granted under the PSP on 11 April 2023, with vesting subject to two

performance conditions, each with an equal weighting – Underlying Diluted EPS growth

and relative TSR against the constituents of the FTSE 250 (excluding investment trusts).

The performance period for both measures ended on 31 December 2025 and the awards

will become exercisable on the third anniversary of grant subject to continued service.

These awards are subject to a two-year holding period.


	Threshold	Maximum		Vesting (% of
	(25% vesting)	(100% vesting)	Actual	maximum)
Relative TSR (50%)	Median rank	Upper quartile rank	29.8% TSR, above	41.2%
	21.6% TSR	59.9% TSR	median ranking
EPS (50%) 1	33.25p	37.0p or higher	31.8p	0%

The EPS targets were adjusted for the one-for-ﬁve share consolidation undertaken as part of the move to the

Main Market.

The EPS performance over the period was such that this part of the award will not vest.

For TSR, the Company ranked above median of the comparator group and therefore 41.2%

of this part of the award will vest. As such, 20.6% of the awards will vest on 11 April 2026.


				Value due to
	Number of PSP	Performance	Number of	share price	PSP single total
	awards granted	outcome	awards vesting	appreciation	ﬁgure value
	’000 %		’000	£’000	£’000
Rob Wood	272	20.6%	56	(13)	186
James Brotherton	184	20.6%	38	(9)	126

The value of these awards as set out in the above table is based on the average three-month

share price to 31 December 2025 of 332.8p.

The Committee believes the vesting outcome is a fair reﬂection of performance over the

three-year period and therefore no discretion has been applied to amend the formulaic

outcomes. In addition, the Committee is satisﬁed that no windfall gains have arisen;

however this will be subject to a ﬁnal assessment at vesting.

2022 PSP vesting

The PSP awards granted on 11 April 2022 vested at 53.5% on 11 April 2025. In the 2024

Annual Report, an estimated vesting value was provided based on the three-month

average share price to 31 December 2024 (of 444.8p). The prior year PSP values in the

single ﬁgure table have been updated to reﬂect the actual share price at vesting (429.9p)

and the value of accrued dividends during the vesting period.

Payments to former directors (audited)

There were no payments to former directors during the year.

Payments for loss of oﬃce (audited)

There were no payments for loss of oﬃce during the year.

Breedon Group plc

Annual Report and Accounts 2025

144

Directors’ Remuneration report

Annual report on remuneration

Directors’ share ownership and share interests

Share awards granted in 2025 (audited)

The table below provides details of PSP and Deferred Share Bonus Plan (DSBP) awards

made to executive directors on 8 April 2025.


			Number of
		Percentage	shares
		of salary	under	Face value	Percentage	End of
		Basis of	award 1	of award 1	vesting at	performance
Director	Type of award	award	’000	£’000	threshold	period
Rob Wood	PSP	200%	342	1,400	25%	31 Dec 2027
	conditional
	shares
	DSBP shares	n/a	59	241	n/a	n/a
James Brotherton	PSP	175%	207	849	25%	31 Dec 2027
	conditional
	shares
	DSBP shares	n/a	40	163	n/a	n/a

The number of awards was based on a share price of 409.4p being the middle market closing price on the dealing

day prior to grant.

The vesting of the above PSP awards is subject to the achievement of three performance

conditions, measured independently.


	Performance measure, weighting and targets range
	Adjusted underlying	TSR vs FTSE 250	Core carbon
	diluted FY27 EPS	excl. IT	intensity reduction
Percentage of award
that vests	42.5% weighting	42.5% weighting	15% weighting
0%	Less than 38.00p	Below Median TSR	Less than 4.87%
25%	38.00p	Median TSR	4.87%
50%	41.00p	n/a	6.50%
100%	47.00p	Upper quartile TSR	8.13%

Outstanding DSBP and PSP awards (audited)


	Movements in the year
			Awards				Awards held
			held as at				as at
			1 January				31 December
		Year of	2025	Granted	Vested 1	Lapsed	2025
	Plan	award	’000	’000	’000	’000	’000	Vesting date
Rob Wood	PSP	2022	229	0	137	107	0	April 2025
	PSP	2023	272	0	0	0	272	April 2026
	PSP	2024	367	0	0	0	367	April 2027
	DSBP	2025	0	59	0	0	59	April 2027
	PSP	2025	0	342	0	0	342	April 2028
Total			868	401	137	107	1,040
James
Brotherton	PSP	2022	155	0	93	72	0	April 2025
	PSP	2023	184	0	0	0	184	April 2026
	PSP	2024	217	0	0	0	217	April 2027
	DSBP	2025	0	40	0	0	40	April 2027
	PSP	2025	0	207	0	0	207	April 2028
Total			556	247	93	72	648

2022 PSP – additional dividend shares of 14,525 for Rob Wood and 9,824 for James Brotherton accrued on vested

shares.

Outstanding SAYE awards (audited)


						Options matured
	Shares under					during the year
	option				Term
	’000	Option date	Maturity date	Option price	(months)	’000
Rob Wood	10	1 May 2024	1 June 2029	316p	60	Nil
James	8	1 April 2021	1 May 2026	356p	60	Nil
Brotherton

Strategic report

Governance

Financial statements

Additional information

145

Directors’ Remuneration report

Annual report on remuneration

Directors’ share ownership and share interests

Beneﬁcial interests (audited)

The share interests of each director as at 31 December 2025 (together with interests held

by connected persons) are set out in the table below. To align executive directors with

the interests of shareholders, the Committee has implemented shareholding guidelines

for executive directors and key senior colleagues. The guidelines require that executive

directors build up and maintain an interest in the ordinary shares of the Company that is

200% of their annual base salary and retain half of any vested share awards (net of any

taxes due) until this guideline is met.

Shareholdings for directors who have held oﬃce during the year ended 31 December 2025

are set out as a percentage of salary or fees in the table below.


	No. of	No. of
	shares	shares
	owned	owned
	outright	outright
	(inc.	(inc.		Unvested	Unvested			Share-
	connected	connected		shares	shares not		Share-	holding
	persons)	persons)	Vested but	subject to	subject to	SAYE	holding	guidelines
	31 Dec	31 Dec	unexercised	performance	performance	Options	as a % of	(200% of
	2025	2024	share	conditions	conditions	held	salary as at	salary)
	’ 000	’ 000	awards	’ 000	’ 000	’ 000	31 Dec 2025 1	met?
Executive directors
Rob Wood	491	405	0	980	59	10	234	Yes
James
Brotherton	100	44	0	608	40	8	69	No
Non-executive directors
Amit Bhatia 2	100	100	–	–	–	–	–	–
Carol Hui, OBE	4	4	–	–	–	–	–	–
Pauline
Laﬀerty	0	0	–	–	–	–	–	–
Helen Miles	0	0	–	–	–	–	–	–
Clive Watson	60	40	–	–	–	–	–	–

Includes the value of beneﬁcially owned shares and any vested but unexercised share awards on a net of tax basis.

Amit Bhatia is recognised by the Board as being a person closely associated with Abicad Holdings Limited. As at

31 December 2025 Abicad Holdings Limited held 67,054,894 ordinary shares in the Company.

There was no change in the interests set out above between 31 December 2025 and

10 March 2026.

Remuneration Committee membership, governance and voting

Independent advisers

The Committee takes account of information from both internal and independent sources,

including Ellason who acted as the Committee’s independent adviser during 2025.

Ellason is a member of the Remuneration Consultants’ Group and complies with its Code

of Conduct, which sets out guidelines to ensure that their advice is independent and

free of undue inﬂuence. The Committee reviews the performance and independence of

its advisers on an annual basis, and was satisﬁed that Ellason’s advice was independent

and objective. Breedon incurred fees of £70,550 excluding VAT during 2025 relating to

Committee advice. Ellason billed on a time and materials basis and did not provide any

other services to Breedon during 2025.

Shareholder voting

Breedon submitted the 2024 Directors’ Remuneration report for shareholder vote at the

AGM held on 29 April 2025, and the 2024 Directors’ Remuneration Policy at the AGM held

on 24 April 2024. The vote on the Remuneration report was advisory and the vote on the

Remuneration Policy binding, receiving the following support.


	2024 Directors’ Remuneration report		2024 Directors’ Remuneration Policy
	(2025 AGM)		(2024 AGM)
	Total number of votes	% of votes cast	Total number of votes	% of votes cast
For	263,854,919	98.46	265,756,165	96.95
Against	4,133,636	1.54	8,353,190	3.05
Total votes cast
(for and against)	267,988,555	100	274,109,355	100
Votes withheld	2,332,873	–	22,467	–

Breedon Group plc

Annual Report and Accounts 2025

146

Directors’ Remuneration report

Annual report on remuneration

Pay comparison

Percentage change in directors’ remuneration versus employee pay

The table below shows the percentage changes in base salary or fees, taxable beneﬁts and

annual bonus of each director in the ﬁnancial year ended 31 December 2025 together with

the approximate comparative average ﬁgures for those employees who were employed

for a full 12 months in the UK. This section of the employee population (comprising

approximately 2,827 individuals across a number of levels) is considered to be the most

appropriate group for comparison purposes, as its remuneration is controlled by the

Group and is subject to similar external market forces as those that relate to the executive

directors’ remuneration.


	Salary/Fees			Beneﬁts			Annual bonus
	2025	2024	2023	2025	2024	2023	2025	2024	2023
Rob Wood	4.6%	4.1%	5.1%	4.4%	(3.6)%	(2.5)%	(50.1)	(9.7)%	6.3%
James
Brotherton	6.5%	4.1%	4.4%	0.1%	0.0%	(4.3)%	(48.9)	(9.7)%	6.3%
Amit Bhatia	7.9%	19.5%	4.4%	–	–	–	–	–
Carol Hui, OBE	5.6%	10.5%	4.4%	–	–	–	–	–
Pauline Laﬀerty	6.2%	12.5%	3.4%	–	–	–	–	–
Helen Miles	5.0%	9.0%	4.4%	–	–	–	–	–
Clive Watson	5.4%	9.6%	3.2%	–	–	–	–	–

Workforce

average

5.4%

5.2%

6.6%

(9.9)%

(6.2)%

1.0%

(60.2)

(16.5)%

9.6%

The salaries for part-time employees have been pro-rated to full-time equivalents. Weekly paid employees have

been excluded from the report as the pay conditions are diﬀerent from those employees who are monthly paid,

making comparison misleading.

CEO pay ratio

In line with the reporting regulations, set out below is the ratio of CEO pay compared to

the pay of UK full-time equivalent colleagues of the Group for the ﬁnancial year ended

31 December 2025. This disclosure for Breedon will continue to build up to ten years’ worth

of data over time. We expect the pay ratio to vary from year to year, driven largely by

variability in incentive outcomes for the CEO, which will signiﬁcantly outweigh any other

general employee pay changes at Breedon. The CEO single total ﬁgure remuneration

of £1,288,946 is used in the table below. The Committee will monitor the CEO pay ratio

over time to check that it appears reasonable and is consistent with the Company’s wider

policies on colleague pay, reward and progression. We have chosen to use Option A in

calculating the ratios, which is a calculation based on the pay of all UK employees on a full-

time equivalent basis, as this option is considered to be more statistically robust. The ratios

are based on total pay and beneﬁts inclusive of short-term and long-term incentives

applicable for the respective ﬁnancial year (1 January to 31 December). The reference

employees at the 25th, 50th and 75th percentile have been determined by reference to pay

and taxable beneﬁts as at 31 December 2025.


		25th percentile		75th percentile
	Method	pay ratio	Median pay ratio	pay ratio
2025	Option A	36.5:1	30.4:1	23.9:1
2024	Option A	57.3:1	47.5:1	36.9:1
2023	Option A	51.8:1	43.1:1	33.8:1

The Committee is satisﬁed that the resulting ﬁgures are reasonable and are appropriately

representative for the purposes of the CEO pay ratio calculations.

Set out in the table below is the base salary and total pay and beneﬁts for each of the

percentiles.


	CEO	25th percentile	Median	75th percentile
Salary	£692,095	£33,368	£33,659	£44,450
Total pay and beneﬁts	£1,288,946	£35,356	£42,377	£53,830

Strategic report

Governance

Financial statements

Additional information

147

Directors’ Remuneration report

Annual report on remuneration

Pay comparison

Total shareholder return performance graph and CEO total pay

The following graph illustrates the total return, in terms of share price growth and dividends,

on a notional investment of £100 in Breedon over the last ten years relative to the FTSE 250

Index (excluding investment trusts).

This index was chosen by the Committee as Breedon is a constituent of the index and it

provides an indicator of general UK market performance for companies of a broadly

similar size.

Dec-17

150

175

125

100

200

Dec-18

Dec-19

Dec-20

Dec-21

Dec-22

Dec-24

Dec-23

Dec-25

Dec-15

Dec-16

TSR chart

Breedon Group

FTSE 250 (excluding investment trusts)

Source: Reﬁnitiv

The total remuneration ﬁgures, including annual bonus and vested PSP awards (shown as

a percentage of maximum) for the CEO for each of the last nine ﬁnancial years are shown in

the table below.


		CEO single ﬁgure	Annual bonus payout
		of total remuneration	against maximum
Year	CEO	£’000	opportunity %	PSP vesting rates %
2025	Rob Wood	1,289	34.3	20.6
2024	Rob Wood	2,023	72.0	53.5
2023	Rob Wood	1,832	99.5	50.0
2022	Rob Wood	1,868	97.8	100.0
2021	Rob Wood 1	1,722	100.0	70.8
2021	Pat Ward 2	1,210	100.0	70.8
2020	Pat Ward	1,444	100.0	0
2019	Pat Ward	2,076	82.6	61.9
2018	Pat Ward	1,334	60.5	83.5
2017	Pat Ward	1,056	67.1	100

Total remuneration for Rob Wood including the period 1 January 2021 to 31 March 2021 when he served as Group

Finance Director.

Pat Ward’s remuneration above is for the period ended 31 March 2021 when he retired from the Board.

Relative importance of the spend on pay

The following table shows the Company’s actual spend on pay for all Group colleagues

relative to dividends:


	2025	2024	% change
	£m	£m	%
Staﬀ costs 1	297.2	246.6	20.5
Dividends 2	51.1	48.1	6.2

Note 5 of the consolidated ﬁnancial statements.

Dividend paid to Breedon Group shareholders

Breedon Group plc

Annual Report and Accounts 2025

148

Directors’ Remuneration report

Annual report on remuneration

Implementation of the Policy in 2026

Base salaries

As explained in the annual statement on page 135, the changes to base salary eﬀective from

1 April 2026 will be as follows:

Chief Executive Oﬃcer: £721,000 (2025: £700,000)

Chief Financial Oﬃcer: £500,000 (2025: £485,000)

Non-executive directors’ fees

The fee for the non-executive chair for 2026 is £245,140 (2025: £238,000).

The fees payable to the non-executive directors for 2026 are:

basic fee of £63,860 (2025: £62,000);

an additional fee for holding the oﬃce of Senior Independent Director of £10,900;

an additional fee for chairing the Audit & Risk, Remuneration or Sustainability

Committees of £13,000; and

an additional fee of £7,800 to the Designated Non-executive Director for

Workforce Engagement.

Annual bonus

For 2026, the executive directors will have the opportunity to earn a bonus of up to 150% of

salary. The bonus will be subject to stretching performance conditions based on Underlying

EBITDA (75%) and corporate objectives (25%). Financial performance will continue to

incorporate a capital employed moderator designed to incentivise a strong balance

sheet and cash management and penalise poor performance in these areas. In addition,

a quality of earnings assessment will apply in determining the ﬁnancial bonus outcome.

This subjective assessment of earnings would consider – in the round – whether the

Underlying EBITDA outcome is reasonable taking into account other ﬁnancial indicators,

and assurance from the Audit & Risk Committee.

The performance targets contain conﬁdential information and so are not disclosed on a

prospective basis. The Committee intends to disclose the targets, and performance against

them, in the 2026 Annual Report.

PSP awards

For 2026, it is anticipated that the CEO will receive an award with a face value of 200%

of base salary and the CFO will receive an award of 175% of salary.

The awards will vest subject to the satisfaction of stretching performance conditions

assessed over the three-year period ending 31 December 2028. These measures and

weightings will be EPS 42.5%, relative TSR 42.5% and carbon reduction 15%, as detailed

in the table below.


	Performance measure, weighting and targets range
	Adjusted underlying	TSR vs	Core carbon
	diluted FY28 EPS	FTSE 250 excl. IT	intensity reduction
Percentage of award
that vests	42.5% weighting	42.5% weighting	15.0% weighting
0%	Less than 34.6p	Below Median TSR	Less than 2.25%
25%	34.6p	Median TSR	2.25%
50%	36.4p	n/a	3.00%
100%	40.0p	Upper quartile TSR	3.75%

Pauline Laﬀerty

Chair, Remuneration Committee

11 March 2026

Directors’ report

The Directors’ report for the year ended

31 December 2025 is presented and

includes sections of the Annual Report

incorporated by reference. This includes

the Governance report set out on pages

103 to 152, which, accordingly, should be

read as part of this report. As permitted by

legislation, some of the matters required

to be included in the Directors’ report have

instead been included in the Strategic

report as the Board considers them to be of

strategic importance. Speciﬁcally, these are:

pages 16 to 48 provide detailed

information relating to a review of

the market, our business model,

strategy, business operations, future

developments and the results and

ﬁnancial position for the year ended

31 December 2025;

details of the Company’s policy on

addressing the principal risks and

uncertainties facing the Company, which

are set out in the Strategic report on

pages 49 to 59;

information as to the Group’s greenhouse

gas emissions for the year ended

31 December 2025, which can be found

on page 89;

how we have engaged with, and had

regard to the interests of, our colleagues

and stakeholders on pages 98 and 109

to 113;

business relationships with suppliers,

customers and other stakeholders on

pages 98 and 109 to 113;

research and development on pages

81 to 83; and

principal risks and climate-related risks

and opportunities on pages 49 to 59

and 89 to 95.

Disclosures required under

UKLR 6.6.1R

There is no additional information required

to be disclosed in accordance with UKLR

6.6.1R of the Financial Conduct Authority’s

UK Listing Rules.

The Strategic report and the Directors’

report together form the Management

report for the purposes of the Disclosure

Guidance and Transparency Rules

(DTR) 4.1.8R.

Principal activities

The principal activities of the Company

are the quarrying of aggregates and

manufacture and sale of construction

materials and building products in GB,

Ireland and the US, including cement,

asphalt and ready-mixed concrete, and

specialist building products together with

the delivery of surfacing solutions as a

further route to market for our construction

materials. Details of our subsidiaries

can be found on pages 209 to 211.

Dividends

The Company paid an interim dividend

on 7 November 2025 of 4.75p per share

to holders of ordinary shares of £0.01 who

were on the register as at 3 October 2025.

A ﬁnal dividend of 10.25p per share will be

proposed for shareholder approval at the

AGM on 29 April 2026. If approved, the ﬁnal

dividend will be paid on 10 July 2026 to

shareholders on the Register of Members

on 29 May 2026.

Annual General Meeting

The Annual General Meeting of the

Company will be held at Pinnacle House,

Breedon Quarry, Breedon on the Hill,

DE73 8AP on 29 April 2026 at 2.00pm.

The formal notice convening the AGM,

together with explanatory notes on the

resolutions contained therein, is included

in the separate circular accompanying this

document and which is available on the

Company’s website.

Click or scan code to ﬁnd out more

Directors’

report

The directors present

their report, together

with the audited ﬁnancial

statements, for the year

ended 31 December 2025.

149

Strategic report

Governance

Financial statements

Additional information

Signiﬁcant shareholdings

The Company has been notiﬁed in accordance with DTR 5 of the following signiﬁcant

interests in the issued share capital of the Company as at 31 December 2025 and the date

of this report:

31 December 2025

10 March 2026

Number

Abicad Holding Limited

67,054,894

19.35

67,054,894

19.35

Blackrock, Inc.

25,193,171

7.25

25,193,171

7.25

Lansdowne Partners

(UK) LLP

17,614,547

5.09

17,614,547

5.09

GLG Partners LP

17,387,925

5.03

17,387,925

5.03

Ameriprise Financial, Inc.

16,868,435

4.97

16,868,435

4.97

The percentage referenced in this table is the percentage as at the date of notiﬁcation.

Capital structure

Details of the Company’s issued share

capital and of the movements during

the year are shown in note 17 to the

consolidated ﬁnancial statements. The

Company has one class of ordinary shares

which carries no right to ﬁxed income. Each

share carries the right to one vote at General

Meetings of the Company. There are no

restrictions on the transfer of shares, which

are governed by both the general provisions

of the Articles and prevailing legislation.

The directors are not aware of any

agreements between holders of the

Company’s shares that may result in

restrictions on the transfer of securities or

on voting rights. The Chair is recognised

by the Board as being a Person Closely

Associated with Abicad Holding Limited.

There are no persons holding shares

carrying special rights regarding control of

the Company.

Details of employee share schemes are set

out in note 18 to the consolidated ﬁnancial

statements. No person has any special rights

of control over the Company’s share capital.

The Company did not purchase or acquire

any of its own shares in the ﬁnancial year

to 31 December 2025.

Under the Articles, the directors have

authority to allot ordinary shares, subject

to the aggregate nominal amount limit

set at the AGM held on 29 April 2025 of

Directors’ report

£1,145,516.58. Shareholders granted the

Company authority to purchase up to an

aggregate of 34,365,497 of its own shares.

No shares have been purchased to date

under this authority and, therefore,

at 31 December 2025 the authority

remained outstanding. Both authorities

expire at the conclusion of the AGM to be

held in 2026 or at 6.00pm on 28 July 2026

(whichever is sooner) and a resolution

to renew the authorities will be put to

shareholders at the forthcoming AGM.

At 31 December 2025 the Company held

no shares in treasury.

With regard to the appointment and

replacement of directors, the Company is

governed by its Articles, the UK Corporate

Governance Code, the Companies Act

2006 and related legislation. Each director

stands for election or re-election annually

by shareholders at each AGM.

The Articles may be amended by Special

Resolution of the shareholders.

Change of control

There are no signiﬁcant agreements that

take eﬀect, alter or terminate on change

of control of the Company following a

takeover. However, there are a number of

agreements that take eﬀect after, alter,

or terminate upon a change of control

of the Company, such as commercial

contracts, bank loan agreements, property

lease arrangements and employee share

plans. None of these are considered to be

signiﬁcant in terms of their likely impact on

the business of the Group as a whole.

No agreements exist with the Company

and its directors or employees for

compensation for loss of oﬃce or

employment that occurs because

of a takeover bid.

Directors

Biographical details of the directors serving

during the year and to the date of this

report can be found on pages 104 and

105 and details of their service contracts

are given in the Directors’ Remuneration

report on page 140. The beneﬁcial and

non-beneﬁcial interests of the directors and

their connected persons in the shares of the

Company at 31 December 2025 and as at

the date of this report are disclosed in the

Directors’ Remuneration report on page 145.

As set out in the Notice of Meeting, all

the directors will retire at this year’s AGM

and submit themselves for re-election by

shareholders. All directors took part in the

internal Board performance review in 2025.

Indemnity provisions

The Company maintains Directors’ and

Oﬃcers’ liability insurance in respect of

legal action that might be brought against

its directors and oﬃcers. The Company

Breedon Group plc

Annual Report and Accounts 2025

150

has granted an indemnity in favour of its

directors against certain liabilities that may

be incurred as a result of their being in oﬃce

to the extent permitted by Section 234 of

the Companies Act 2006. The Company

has not issued any qualifying pension

scheme indemnity provisions.

Colleagues

The Group recognises the importance of

colleague involvement in the operation

and development of its businesses, which

are given autonomy, within a Group policy

and structure, to enable management to

be fully accountable for its own actions

and gain maximum beneﬁt from local

knowledge. Colleagues are informed by

regular consultation, intranet and internal

newsletters of the progress of both their own

business and the Group as a whole. We also

provide the opportunity for colleague

involvement in the Group’s performance

through participation in employee share

schemes: Sharesave in GB and Ireland and

the ESPP in the US.

The Group is committed to providing equal

opportunities for individuals in all aspects

of employment. It considers the skills and

aptitudes of disabled persons in recruitment,

career development, training and promotion.

If existing colleagues become disabled,

every eﬀort is made to retain them, and

retraining is arranged wherever possible.

Details of how the Board has engaged with

employees can be found on pages 109 and

110, including details of how information

has been provided to them and how their

involvement has been encouraged.

Political contributions

The Group did not make any contributions

to political parties during the current or the

previous year.

Financial instruments

Details of the Group’s ﬁnancial instruments

are set out in note 19 of the consolidated

ﬁnancial statements.

Going Concern

The directors have continued to adopt

the going concern basis in preparing the

ﬁnancial statements (see note 1 to the

consolidated ﬁnancial statements).

Disclosure of information

to auditor

The directors who hold oﬃce at the date

of this report conﬁrm that, so far as they

are each aware, there is no relevant audit

information of which the Company’s auditor

is unaware and each director has taken

all steps that they ought to have taken

to make themself aware of any relevant

audit information and to establish that

the Company’s auditor is aware of that

information. This conﬁrmation is given

and should be interpreted in accordance

with the provisions of Section 418 of the

Companies Act 2006.

Auditor

KPMG LLP has expressed willingness

to continue in oﬃce and a resolution to

re-appoint KPMG LLP will be proposed

at the forthcoming AGM.

Events after the reporting

period

These have been disclosed within note 28 of

the consolidated ﬁnancial statements.

By order of the Board

Amit Bhatia

Rob Wood

Non-executive

Chief Executive

Chair

Oﬃcer

11 March 2026

Directors’ report

151

Strategic report

Governance

Financial statements

Additional information

Statement of directors’ responsibilities

Responsibility statement of

the directors in respect of the

Annual Report and ﬁnancial

statements

The directors are responsible for preparing

the Annual Report and the Group and

parent Company ﬁnancial statements

in accordance with applicable law

and regulations.

Company law requires the directors to

prepare Group and parent Company

ﬁnancial statements for each ﬁnancial

year. Under that law they are required to

prepare the Group ﬁnancial statements in

accordance with UK-adopted international

accounting standards and applicable

law and have elected to prepare the

parent Company ﬁnancial statements in

accordance with UK accounting standards

and applicable law, including FRS 101

Reduced Disclosure Framework.

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 parent Company and of the Group’s

proﬁt or loss for that period. In preparing

each of the Group and parent Company

ﬁnancial statements, the directors are

required to:

select suitable accounting policies and

then apply them consistently;

make judgements and estimates that

are reasonable, relevant, and reliable

and, in respect of the parent Company

ﬁnancial statements only, prudent;

for the Group ﬁnancial statements,

state whether they have been prepared

in accordance with UK-adopted

international accounting standards;

for the parent Company ﬁnancial

statements, state whether applicable

UK accounting standards have been

followed, subject to any material

departures disclosed and explained in the

parent Company ﬁnancial statements;

assess the Group and parent Company’s

ability to continue as a going concern,

disclosing, as applicable, matters related

to going concern; and

use the going concern basis of

accounting unless they either intend

to liquidate the Group or the parent

Company or to cease operations, or

have no realistic alternative but to do so.

The directors are responsible for keeping

adequate accounting records that are

suﬃcient to show and explain the parent

Company’s transactions and disclose

with reasonable accuracy at any time the

ﬁnancial position of the parent Company

and enable them to ensure that its ﬁnancial

statements comply with the Companies

Act 2006. They are responsible for

such internal control as they determine

is necessary to enable the preparation

of ﬁnancial statements that are free

from material misstatement, whether

due to fraud or error, and have general

responsibility for taking such steps as are

reasonably open to them to safeguard the

assets of the Group and to prevent and

detect fraud and other irregularities.

Under applicable law and regulations, the

directors are responsible for preparing a

Strategic report, Directors’ report, Directors’

Remuneration report and Corporate

Governance statement that complies

with that law and those regulations.

In accordance with DTR 4.1.16R, the ﬁnancial

statements will form part of the annual

ﬁnancial report prepared under DTR 4.1.17R

and 4.1.18R. The auditor’s report on these

ﬁnancial statements provides no assurance

over whether the annual ﬁnancial report has

been prepared in accordance with those

requirements.

The directors are responsible for the

maintenance and integrity of the corporate

and ﬁnancial information included on

the Company’s website. Legislation in

the UK governing the preparation and

dissemination of ﬁnancial statements may

diﬀer from legislation in other jurisdictions.

Responsibility statement of

the directors in respect of the

annual ﬁnancial report

We conﬁrm that to the best of our

knowledge:

the ﬁnancial statements, prepared in

accordance with the applicable set

of accounting standards, give a true

and fair view of the assets, liabilities,

ﬁnancial position and proﬁt or loss of the

Company and the undertakings included

in the consolidation taken as a whole; and

the Strategic report includes a fair review

of the development and performance of

the business and the position of the issuer

and the undertakings included in the

consolidation taken as a whole, together

with a description of the principal risks

and uncertainties that they face.

We consider the Annual Report and

Accounts, taken as a whole, is fair, balanced

and understandable and provides the

information necessary for shareholders

to assess the Group’s position and

performance, business model and strategy.

Rob Wood

James Brotherton

Chief Executive

Chief Financial

Oﬃcer

11 March 2026

Breedon Group plc

Annual Report and Accounts 2025

152

Independent Auditor’s report

»154

Consolidated income statement

»164

Consolidated statement of comprehensive income

»165

Consolidated statement of ﬁnancial position

»166

Consolidated statement of changes in equity

»167

Consolidated statement of cash ﬂows

»168

Notes to the consolidated ﬁnancial statements

»169

153

Strategic report

Governance

Financial statements

Additional information

Independent Auditor’s report

Independent auditor’s report to the members

of Breedon Group plc

Our opinion is unmodiﬁed

We have audited the ﬁnancial statements of Breedon Group plc (“the Company”) for the year

ended 31 December 2025 which comprise the consolidated income statement, the consolidated

statement of comprehensive income, the consolidated statement of ﬁnancial position, the

consolidated statement of changes in equity, the consolidated statement of cash ﬂows, the

company balance sheet, the company statement of changes in equity, and the related notes,

including the accounting policies in note 1.

In our opinion:

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 accounting standards, including FRS 101 Reduced Disclosure Framework; and

the ﬁnancial statements have been prepared in accordance with the requirements

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 are described below. We believe that the audit

evidence we have obtained is a suﬃcient and appropriate basis for our opinion. Our audit

opinion is consistent with our report to the Audit & Risk Committee.

We were ﬁrst appointed as auditor by the directors on 21 July 2023. The period of total

uninterrupted engagement is for the three ﬁnancial years ended 31 December 2025.

Prior to that we were also auditor to the Group’s previous parent company, but which, as it was

listed on AIM, was not a public interest entity.

We have fulﬁlled our ethical responsibilities under, and we remain independent of the Group in

accordance with, UK ethical requirements including the FRC Ethical Standard as applied to listed

public interest entities. No non-audit services prohibited by that standard were provided.

Overview

Materiality:

Group ﬁnancial statements as a whole

£7.6m (2024:£6.3m)

0.4% of revenue (2024: 5% of Group proﬁt before tax)

Key audit matters

vs 2024

Recurring risks

Recoverability of goodwill allocated to the GB

group of CGUs (“GB”)

Valuation of intangibles within acquisitions

Recoverability of parent company receivable

Key audit matters: our assessment of risks

of material misstatement

Key audit matters are those matters that, in our professional judgement, were of most

signiﬁcance in the audit of the ﬁnancial statements and include the most signiﬁcant assessed

risks of material misstatement (whether or not due to fraud) identiﬁed by us, including those

which had the greatest eﬀect on: the overall audit strategy; the allocation of resources in the

audit; and directing the eﬀorts of the engagement team. We summarise below the key audit

matters in decreasing order of audit signiﬁcance, in arriving at our audit opinion above, together

with our key audit procedures to address those matters and, as required for public interest

entities, our results from those procedures. These matters were addressed, and our results are

based on procedures undertaken, in the context of, and solely for the purpose of, our audit of

the ﬁnancial statements as a whole, and in forming our opinion thereon, and consequently are

incidental to that opinion, and we do not provide a separate opinion on these matters.

Breedon Group plc

Annual Report and Accounts 2025

154

Independent Auditor’s report

The risk

Our response

Recoverability of

Goodwill allocated to

the GB group of CGUs

(GB goodwill £308.1 million;

2024 (following reallocation

as a result of restructuring):

£306.3 million)

Refer to page 116 (Audit &

Risk Committee Report),

page 172 (accounting policy)

and page 181 (ﬁnancial

disclosures).

Forecast-based assessment

In previous years our key audit matter was in relation to the

recoverability of goodwill allocated to Cement. However, following

the restructuring to follow a new vertically integrated country-based

model from 1 July 2025 for the US, GB and Ireland (the Cement CGU

was split between the GB and Ireland groups of CGUs) resulting in a

reallocation of goodwill in accordance with IAS 36. The eﬀect of this

is that we have now identiﬁed the recoverability of goodwill allocated

to the GB group of CGUs as our key audit matter.

Goodwill related to the GB group of CGUs is signiﬁcant and at risk of

recoverability due to continuing weak demand in UK construction,

particularly housebuilding. The estimated recoverable amount is

subjective due to the inherent uncertainty involved in forecasting

and discounting future cash ﬂows.

In addition, medium- and long-term targets to reduce carbon

emissions, which are particularly relevant to the cement operations,

could impact demand due to the price increases needed to recover

these costs, substitute products becoming available or longer-term

changes in consumer behaviour.

The future cashﬂows are also dependent on the continued

availability of limestone resources over the remaining life of the asset

base and are subject to obtaining incremental planning permissions

for quarries and plants.

The eﬀect of these matters is that, as part of our risk assessment, we

determined that the recoverable amount of the GB group of CGUs

has a high degree of estimation uncertainty, with a potential range

of reasonably possible outcomes greater than our materiality for

the ﬁnancial statements as a whole, and possibly many times that

amount. The ﬁnancial statements (note 9) disclose the sensitivity

estimated by the Group.

We performed the tests below rather than seeking to rely on any of the Group’s controls

because the nature of the balance is such that we would expect to obtain audit evidence

primarily through the detailed procedures described.

Our procedures included:

Assessing reallocation:

Consider the appropriateness of the reallocation of goodwill

previously reported as Cement into GB and Ireland;

Our sector experience:

Assess whether the assumptions used, including those relating

to the levels of capital expenditure required to meet the Group’s climate change

commitments, reﬂect our knowledge of the business and industry, including known or

probable changes in the business environment and the impact of climate change. We used

our climate change professionals to assist us in challenging management’s assumptions

around transition costs;

Historical comparisons:

Consider the historical forecasting accuracy, by comparing

previously forecast cash ﬂows to actual results achieved;

Benchmarking assumptions:

Compare the Group’s assumptions to externally derived data

in relation to key inputs such as projected economic growth, cost inﬂation and discount

rates;

Sensitivity analysis:

Performing breakeven analysis on the assumptions noted above;

Comparing valuations:

Compare the sum of the discounted cash ﬂows to the Group’s

market capitalisation to assess the reasonableness of those cashﬂows; and

Assessing disclosures:

Assess whether the Group’s disclosures about the sensitivity of

the outcome of the impairment assessment to changes in key assumptions, speciﬁcally

those relating to climate change reﬂected the risks inherent in the recoverable amount of

goodwill.

Our results

We found the Group’s conclusion that there is no impairment of the goodwill related to the GB

group of CGUs to be acceptable (2024 result: acceptable).

155

Strategic report

Governance

Financial statements

Additional information

Independent Auditor’s report

The risk

Our response

Valuation of intangibles

within the Lionmark

acquisition

(£135.9 million (£114.1

million of intangibles and

£21.8 million of goodwill),

2024: N/A)

Refer to page 116 (Audit &

Risk Committee Report),

page 171 (accounting policy)

and page 195 (ﬁnancial

disclosures).

Forecast-based valuation

The Group has acquired the Lionmark business for £169.9m during

the year, which has led to the recognition of £135.9m of acquired

intangible assets. These intangible assets are initially measured at

fair value as part of the purchase price allocation.

The Purchase Price Allocation (‘PPA’) accounting is material in the

context of the Group’s ﬁnancial statements. Intangible assets and

goodwill of £114.1m and £21.8m, respectively, were recognised on

acquisition. There is a risk that recognised assets are not complete

or not valued appropriately which would result in amortising or

depreciating assets being understated.

The extent of audit eﬀort undertaken on the PPA accounting

resulted in our determination that the PPA accounting is a key audit

matter in the current period.

We performed the tests below rather than seeking to rely on any of the Group’s controls

because the nature of the balance is such that we would expect to obtain audit evidence

primarily through the detailed procedures described.

Our procedures included:

Methodology choice:

With the assistance of our own valuation specialists, assess the

appropriateness of the methodology used in the valuation models by considering if it was in

accordance with relevant accounting standards;

Our valuation expertise:

With the assistance of our own valuation specialists, challenge the

appropriateness of the key assumptions underlying the intangible valuation, including the

forecast cash ﬂows and the discount rate;

Benchmarking assumptions:

Compare the Group’s assumptions for key inputs, such as

revenue growth rates and customer attrition rates, to externally derived data and to other

similar acquisitions;

Forecasting accuracy:

Challenge management on the reasonableness of assumptions for

customer attrition rate and EBIT margin by comparing to post acquisition performance;

Assessing transparency:

Assess whether the Group’s disclosures about the sensitivity of the

outcome of the intangibles valuation to changes in key assumptions, reﬂects the range of

reasonably possible outcomes.

Our results

We found the valuation of intangible assets recognised within the Lionmark acquisition to be

acceptable (2024 result: not applicable).

Breedon Group plc

Annual Report and Accounts 2025

156

Independent Auditor’s report

The risk

Our response

Recoverability of parent

company receivable

(£594.6 million;

2024: £554.9 million)

Refer to page 114 (Audit &

Risk Committee Report),

page 204 (accounting

policy) and page 206

(ﬁnancial disclosures).

Low risk, high value

The carrying amount of the intra-group receivable with the

intermediate holding company for the rest of the Group’s

subsidiaries represents 99% (2024: 99%) of the parent Company’s

total assets.

Its recoverability is not at a high risk of material misstatement or

subject to signiﬁcant judgement.

However, due to its materiality in the context of the parent Company

ﬁnancial statements, this is considered to be the area that had the

greatest eﬀect on our overall parent Company audit.

We performed the tests below rather than seeking to rely on any of the parent Company’s

controls because the nature of the balance is such that we would expect to obtain audit

evidence primarily through the detailed procedures described.

Our procedures included:

Assessment of risk of default:

For the intermediate holding company the intragroup

receivable is with, evaluate the likely risk of default with reference to the parent Company’s

deﬁnition of default and forecasts of future proﬁtability; and

Assessing subsidiary audits:

Assess the work performed by us and component auditors

on that sample of subsidiaries, and consider the results of that work, on those subsidiaries’

proﬁts, net assets and the likely risk of default on the intra-group balance.

Our results

We found the intra-group debtor balance and the related expected credit loss impairment

charge to be acceptable (2024: acceptable).

We continue to perform procedures over the restoration and decommissioning provision within the GB segment. However, following simpliﬁcation of the methodology for calculation of

the provision and application of external rates for pricing, the level of judgemental overlays within the model is reduced. In addition, a greater proportion of the movement in the provision

is now attributed to the balance sheet reducing the opportunity for management bias of income statement results. As a result, we have not assessed this as one of the most signiﬁcant

risks in our current year audit and, therefore, it is not separately identiﬁed in our report this year.

157

Strategic report

Governance

Financial statements

Additional information

Independent Auditor’s report

Our application of materiality and an overview

of the scope of our audit

Our application of materiality

Materiality for the Group ﬁnancial statements as a whole was set at £7.6m (2024: £6.3m),

determined with reference to a benchmark of Group revenue of which it represents 0.4%

(2024: 5.0% of Group proﬁt before tax).

The benchmark in the previous period was proﬁt before tax from continuing operations

(PBTCO). We selected Group revenue as the benchmark in the current period because this is a

more reﬂective measure of growth of the business and a more stable measure year-on-year than

Group proﬁt before tax.

Materiality for the parent Company ﬁnancial statements as a whole was set at £6.5m

(2024: £5.5m), determined with reference to a benchmark of Company total assets,

of which it represents 1.1% (2024: 1.0%).

In line with our audit methodology, our procedures on individual account balances and

disclosures were performed to a lower threshold, performance materiality, so as to reduce to

an acceptable level the risk that individually immaterial misstatements in individual account

balances add up to a material amount across the ﬁnancial statements as a whole.

Performance materiality was set at 75% (2024: 75%) of materiality for the ﬁnancial statements

as a whole, which equates to £5.7m (2024: £4.7m) for the Group and £4.9m (2024: £4.1m) for the

parent Company. We applied this percentage in our determination of performance materiality

because we did not identify any factors indicating an elevated level of risk.

We agreed to report to the Audit & Risk Committee any corrected or uncorrected identiﬁed

misstatements exceeding £0.4m (2024: £0.3m), in addition to other identiﬁed misstatements

that warranted reporting on qualitative grounds.

Overview of the scope of our audit

We performed risk assessment procedures to determine which of the Group’s components

are likely to include risks of material misstatement to the Group ﬁnancial statements and which

procedures to perform at these components to address those risks.

In total, we identiﬁed 38 (2024: 33) components, having considered our evaluation of the

Group’s operational structure, the existence of common information systems, the existence of

common risk proﬁle across entities, and our ability to perform audit procedures centrally.

Group materiality

£7.6m (2024: £6.3m)

Group revenue

£1.7bn (2024: £1.6bn)

Revenue

Group materiality

£7.6m

Whole ﬁnancial statements

materiality (2024: £6.3m)

£5.7m

Whole ﬁnancial statements

performance materiality

(2024: £4.7m)

£5.5m

Range of materiality at 7 components

(£3.3m to £5.5m)

(2024: £2.7m to £5.5m)

£0.4m

Misstatements reported

to the Audit & Risk committee

(2024: £0.3m)

Of those, we identiﬁed three (2024: two) quantitatively signiﬁcant components which contained

the largest percentages of either total revenue or total assets of the Group, for which we

performed audit procedures.

Additionally, we selected four (2024: four) components with accounts contributing to the

speciﬁc risks to the Group ﬁnancial statements.

Accordingly, we performed audit procedures on six components. We involved component

auditors on four (2024: two) components. We also performed the audit of the parent Company.

We set the component materialities, ranging from £3.3m to £5.5m (2024: £2.7m to £5.5m),

having regard to size and risk proﬁle.

Breedon Group plc

Annual Report and Accounts 2025

158

Independent Auditor’s report

Our application of materiality and an overview

of the scope of our audit

continued

Our audit procedures covered 90% (2024: 85%) of Group revenue. We performed audit

procedures in relation to components that accounted for 79% of Group proﬁt before tax and

90% of Group total assets.

For the remaining components, no component represented more than 5% (2024: 6%) of Group

total revenue or Group total assets, or more than 9% (2024: 9%) of Group proﬁt before tax.

We performed analysis at a Group level to re-examine our assessment that there is not a risk of

material misstatement relating to these components.

The Group auditor performed the audit of the parent Company.

Impact of controls on our group audit

We identiﬁed the main centralised ﬁnancial reporting, sales, and purchases IT systems and the

separate ﬁnancial reporting system used by one in-scope component as being relevant to the

audit of the Group.

On this audit we take a predominantly substantive approach due to control ﬁndings identiﬁed in

previous years and the current year in relation to the IT environment and manual journal entries,

as well as our belief that for this audit a substantive audit approach is the most eﬃcient and

eﬀective approach for gaining the appropriate audit evidence.

We adopted a data-oriented approach to auditing revenue and journals for two in-scope

components by performing data and analytics routines. Given that we did not plan to rely on IT

controls in our audit, a direct testing approach was used over the completeness and reliability of

data used in these routines. In other areas of the audit, and in our audit of revenue for the other

in-scope components, we planned and performed additional substantive testing rather than

relying on controls.

Group auditor oversight

In working with component auditors, we:

included the component auditors’ engagement partners and managers in the Group planning

discussions to facilitate inputs from component auditors in the identiﬁcation of matters

relevant to the Group audit;

issued Group audit instructions to component auditors on the scope and nature of their work;

visited all (2024: one) component auditors in person as the audit progressed to understand

and evaluate their work, along with video and telephone conferences. At these visits and

meetings, the results of the planning procedures and further audit procedures communicated

to us were discussed in more detail and any further work required by us was then performed

by the component auditors; and

we inspected the work performed by the component auditors for the purpose of the Group

audit and evaluated the appropriateness of conclusions drawn from the audit evidence

obtained and consistencies between communicated ﬁndings and work performed, with

a particular focus on signiﬁcant risks and other areas of focus, including revenue and

receivables, cost of sales and creditors, inventory, payroll and provisions.

Our audit procedures covered

the following percentage

of Group revenue:

We performed audit procedures in relation to

components that accounted for the following

percentages of Group proﬁt before tax and

Group total assets:

Group revenue

(2024: 85%)

90%

Group proﬁt

before tax

(2024: 85%)

79%

Group total

assets

(2024: 88%)

90%

159

Strategic report

Governance

Financial statements

Additional information

Independent Auditor’s report

The impact of climate change in our audit

In planning our audit, we considered the potential impacts of climate change on the Group’s

business and its ﬁnancial statements.

The Group has set out its targets to achieve a 23.3% reduction in absolute gross scope 1

and 2 emissions, and scope 3 emissions from purchased clinker and cement compared to a

2022 baseline.

However, whilst the Group has set targets to be carbon neutral by 2050, the gross cost of this

transition, how the demand for cement might be impacted by the price increases needed to

recover these costs, the possibility of substitute products becoming available and the longer-

term changes in customer behaviour are not yet known. It is therefore possible that the future

carrying amounts of assets will be impacted due to the outcome of these judgements and

estimates as the Group responds to its climate change targets.

To the extent there are known implications, these have been reﬂected in the ﬁnancial statements

in accordance with IFRS requirements. Our key audit matter on the recoverability of goodwill

allocated to the GB CGU explains how we have assessed the Group’s climate related assumptions

and relevant disclosures in arriving at our audit conclusions. This included holding discussions

with our own climate change professionals to challenge our risk assessment.

We have also read the Group’s disclosure of climate related information in the Strategic report

of the Annual Report and compared this to our knowledge gained from our ﬁnancial statement

audit work which includes the disclosures as recommended by the TCFD on pages 88 to 95

of the Annual Report.

Going concern

The directors have prepared the ﬁnancial statements on the going concern basis as they do

not intend to liquidate the Group or the Company or to cease their operations, and as they have

concluded that the Group and the Company’s ﬁnancial position means that this is realistic. They

have also concluded that there are no material uncertainties that could have cast signiﬁcant

doubt over their ability to continue as a going concern for at least a year from the date of

approval of the ﬁnancial statements (“the going concern period”).

We used our knowledge of the Group, its industry, and the general economic environment to

identify the inherent risks to its business model and analysed how those risks might aﬀect the

Group’s and parent Company’s ﬁnancial resources or ability to continue operations over the

going concern period. The risk that we considered most likely to adversely aﬀect the Group’s and

parent Company’s available ﬁnancial resources over this period was the ability of the Group to

comply with debt covenants.

We considered whether these risks could plausibly aﬀect the liquidity or covenant compliance

in the going concern period by comparing severe, but plausible, downside scenarios that could

arise from these risks individually and collectively against the level of available ﬁnancial resources

and covenants indicated by the Group’s ﬁnancial forecasts.

We considered whether the going concern disclosure in note 1 to the consolidated ﬁnancial

statements and note 1 to the parent Company ﬁnancial statements gives a full and accurate

description of the assessment of going concern.

Our conclusions based on this work:

we consider that the directors’ use of the going concern basis of accounting in the preparation

of the ﬁnancial statements is appropriate;

we have not identiﬁed, and concur with the directors’ assessment that there is not, a material

uncertainty related to events or conditions that, individually or collectively, may cast

signiﬁcant doubt on the Group’s or Company’s ability to continue as a going concern for the

going concern period;

we found the going concern disclosure in note 1 to be acceptable; and

the related statement under the UK Listing Rules set out on page 61 is materially consistent

with the ﬁnancial statements and our audit knowledge.

However, as we cannot predict all future events or conditions and as subsequent events may

result in outcomes that are inconsistent with judgements that were reasonable at the time they

were made, the above conclusions are not a guarantee that the Group or the Company will

continue in operation.

Breedon Group plc

Annual Report and Accounts 2025

160

Independent Auditor’s report

Fraud and breaches of laws and regulations –

ability to detect

Identifying and responding to risks of material misstatement due to fraud

To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events

or conditions that could indicate an incentive or pressure to commit fraud or provide an

opportunity to commit fraud. Our risk assessment procedures included:

enquiring of directors and other management, and inspection of policy documentation, as

to the Group’s high-level policies and procedures to prevent and detect fraud, including the

internal audit function, and the Group’s channel for “whistleblowing”, as well as whether they

have knowledge of any actual, suspected or alleged fraud;

reading Board, Audit & Risk Committee, and Remuneration Committee minutes;

considering remuneration incentive schemes and performance targets for management and

the directors;

using analytical procedures to identify any unusual or unexpected relationships;

considering the existence of signiﬁcant unusual transactions.

We communicated identiﬁed fraud risks throughout the audit team and remained alert to any

indications of fraud throughout the audit. This included communication from the Group auditor

to component auditors of relevant fraud risks identiﬁed at the Group level and requesting

component auditors performing procedures at the component level to report to the Group

auditor any identiﬁed fraud risk factors or identiﬁed or suspected instances of fraud.

As required by auditing standards, and taking into account possible pressures to meet proﬁt

targets, our overall knowledge of the control environment, we perform procedures to address

the risk of management override of controls, in particular the risk that Group and component

management may be in a position to make inappropriate accounting entries and the risk of

bias in accounting estimates and judgements such as the valuation of goodwill. On this audit

we do not believe there is a fraud risk related to revenue recognition because product revenue

recognition is straightforward and contract revenue contains limited management judgement,

therefore limiting the opportunity to commit a material fraud. We did not identify any additional

fraud risks.

We performed procedures including:

identifying journal entries and other adjustments to test based on risk criteria and comparing

the identiﬁed entries to supporting documentation. These include journal entries to external

revenue with a corresponding entry to an unrelated account;

evaluating the business purpose of signiﬁcant unusual transactions;

incorporating an element of unpredictability in our audit procedures; and

assessing whether the judgements made in making accounting estimates are indicative of a

potential bias.

Identifying and responding to risks of material misstatement due to non-

compliance with laws and regulations

We identiﬁed areas of laws and regulations that could reasonably be expected to have a

material eﬀect on the ﬁnancial statements from our general commercial and sector experience,

and through discussion with the directors and other management (as required by auditing

standards) and discussed with the directors and other management the policies and procedures

regarding compliance with laws and regulations.

As the Group is regulated, our assessment of risks involved gaining an understanding of

the control environment including the entity’s procedures for complying with regulatory

requirements.

We communicated identiﬁed laws and regulations throughout our team and remained alert to

any indications of non-compliance throughout the audit. This included communication from the

Group auditor to component auditors of relevant laws and regulations identiﬁed at the Group

level, and a request for component auditors to report to the Group audit team any instances of

non-compliance with laws and regulations that could give rise to a material misstatement at the

Group level.

The potential eﬀect of these laws and regulations on the ﬁnancial statements varies considerably.

Firstly, the Group is subject to laws and regulations that directly aﬀect the ﬁnancial statements

including ﬁnancial reporting legislation (including related companies legislation), distributable

proﬁts legislation, and taxation legislation. We assessed the extent of compliance with these laws

and regulations as part of our procedures on the related ﬁnancial statement items.

Secondly, the Group is subject to many other laws and regulations where the consequences

of non-compliance could have a material eﬀect on amounts or disclosures in the ﬁnancial

statements, for instance through the imposition of ﬁnes or litigation.

We identiﬁed the following areas as those most likely to have such an eﬀect: health and safety,

anti-bribery, employment law and certain aspects of company legislation recognising the nature

of the Group’s activities and its legal form. Auditing standards limit the required audit procedures

to identify non-compliance with these laws and regulations to enquiry of the directors and other

management and inspection of regulatory and legal correspondence, if any. Therefore, if a

breach of operational regulations is not disclosed to us or evident from relevant correspondence,

an audit will not detect that breach.

161

Strategic report

Governance

Financial statements

Additional information

Independent Auditor’s report

Fraud and breaches of laws and regulations –

ability to detect

continued

Context of the ability of the audit to detect fraud or breaches of law or regulation

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not

have detected some material misstatements in the ﬁnancial statements, even though we

have properly planned and performed our audit in accordance with auditing standards. For

example, the further removed non-compliance with laws and regulations is from the events and

transactions reﬂected in the ﬁnancial statements, the less likely the inherently limited procedures

required by auditing standards would identify it.

In addition, as with any audit, there remained a higher risk of non-detection of fraud, as these

may involve collusion, forgery, intentional omissions, misrepresentations, or the override of

internal controls. Our audit procedures are designed to detect material misstatement. We are

not responsible for preventing non-compliance or fraud and cannot be expected to detect non-

compliance with all laws and regulations.

We have nothing to report on the other information

in the Annual Report

The directors are responsible for the other information presented in the Annual Report together

with the ﬁnancial statements. Our opinion on the ﬁnancial statements does not cover the other

information and, accordingly, we do not express an audit opinion or, except as explicitly stated

below, any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether, based

on our ﬁnancial statements audit work, the information therein is materially misstated or

inconsistent with the ﬁnancial statements or our audit knowledge. Based solely on that work we

have not identiﬁed material misstatements in the other information.

Strategic report and Directors’ report

Based solely on our work on the other information:

we have not identiﬁed material misstatements in the Strategic report and the Directors’

report;

in our opinion the information given in those reports for the ﬁnancial year is consistent with the

ﬁnancial statements; and

in our opinion those reports have been prepared in accordance with the Companies Act 2006.

Directors’ Remuneration report

In our opinion the part of the Directors’ Remuneration report to be audited has been properly

prepared in accordance with the Companies Act 2006.

Disclosures of emerging and principal risks and longer-term viability

We are required to perform procedures to identify whether there is a material inconsistency

between the directors’ disclosures in respect of emerging and principal risks and the Viability

Statement, and the ﬁnancial statements and our audit knowledge.

Based on those procedures, we have nothing material to add or draw attention to in relation to:

the directors’ conﬁrmation within the compliance against the Code section on page 130 that

they have carried out a robust assessment of the emerging and principal risks facing the

Group, including those that would threaten its business model, future performance, solvency

and liquidity;

the principal risks disclosures describing these risks and how emerging risks are identiﬁed,

and explaining how they are being managed and mitigated; and

the directors’ explanation in the Viability Statement of how they have assessed the prospects

of the Group, over what period they have done so and why they considered that period to

be appropriate, and their statement as to whether they have a reasonable expectation that

the Group will be able to continue in operation and meet its liabilities as they fall due over

the period of their assessment, including any related disclosures drawing attention to any

necessary qualiﬁcations or assumptions.

We are also required to review the Viability Statement, set out on page 61 under the UK Listing

Rules. Based on the above procedures, we have concluded that the above disclosures are

materially consistent with the ﬁnancial statements and our audit knowledge.

Our work is limited to assessing these matters in the context of only the knowledge acquired

during our ﬁnancial statements audit. As we cannot predict all future events or conditions and

as subsequent events may result in outcomes that are inconsistent with judgements that were

reasonable at the time they were made, the absence of anything to report on these statements is

not a guarantee as to the Group’s and Company’s longer-term viability.

Corporate governance disclosures

We are required to perform procedures to identify whether there is a material inconsistency

between the directors’ corporate governance disclosures and the ﬁnancial statements and our

audit knowledge.

Based on those procedures, we have concluded that each of the following is materially

consistent with the ﬁnancial statements and our audit knowledge:

Breedon Group plc

Annual Report and Accounts 2025

162

Independent Auditor’s report

We have nothing to report on the other information

in the Annual Report

continued

the directors’ statement that they consider that the Annual Report and ﬁnancial statements

taken as a whole is fair, balanced and understandable, and provides the information necessary

for shareholders to assess the Group’s position and performance, business model and strategy;

the section of the Annual Report describing the work of the Audit & Risk Committee, including

the signiﬁcant issues that the Audit & Risk Committee considered in relation to the ﬁnancial

statements, and how these issues were addressed; and

the section of the Annual Report that describes the review of the eﬀectiveness of the Group’s

risk management and internal control systems.

We are required to review the part of the Corporate Governance Statement relating to the

Group’s compliance with the provisions of the UK Corporate Governance Code speciﬁed

by the UK Listing Rules for our review. We have nothing to report in this respect.

We have nothing to report on the other matters

on which we are required to report by exception

Under the Companies Act 2006, we are required 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.

We have nothing to report in these respects.

Respective responsibilities

Directors’ responsibilities

As explained more fully in their statement set out on page 152, the directors are responsible for:

the preparation of the ﬁnancial statements including being satisﬁed that they give a true and fair

view; such internal control as they determine is necessary to enable the preparation of ﬁnancial

statements that are free from material misstatement, whether due to fraud or error; 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 they

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

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 our

opinion in an auditor’s report. Reasonable assurance is a high level of assurance but does not

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 aggregate, they could reasonably be expected to inﬂuence the

economic decisions of users taken on the basis of the ﬁnancial statements.

A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/

auditorsresponsibilities.

The Company is required to include these ﬁnancial statements in an annual ﬁnancial report

prepared under Disclosure Guidance and Transparency Rule 4.1.17R and 4.1.18R. This auditor’s

report provides no assurance over whether the annual ﬁnancial report has been prepared in

accordance with those requirements.

The purpose of our audit work and to whom

we owe our responsibilities

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.

Anna Barrell

(Senior Statutory Auditor)

for and on behalf of KPMG LLP, Statutory Auditor

Chartered Accountants

One Snowhill

Snowhill Queensway

Birmingham

B4 6GH

11 March 2026

163

Strategic report

Governance

Financial statements

Additional information

Consolidated income statement

For the year ended 31 December 2025

Note

2025

2024

Underlying

£m

Non-

underlying

£m

Total

£m

Underlying

£m

Non-

underlying

£m

Total

£m

Revenue

1,713.8

–

1,713.8

1,576.3

–

1,576.3

Operating expenses

3, 4

(1,548.2)

(34.9)

(1,583.1)

(1,406.1)

(24.1)

(1,430.2)

Group operating proﬁt

165.6

(34.9)

130.7

170.2

(24.1)

146.1

Share of proﬁt of associate and joint ventures

4.1

–

4.1

3.5

–

3.5

Proﬁt from operations

169.7

(34.9)

134.8

173.7

(24.1)

149.6

Financial income

0.2

–

0.2

1.2

–

1.2

Financial expense

3, 6

(29.7)

–

(29.7)

(24.1)

(1.3)

(25.4)

Proﬁt before taxation

140.2

(34.9)

105.3

150.8

(25.4)

125.4

Tax at eﬀective rate

3, 7

(29.9)

8.5

(21.4)

(32.7)

3.6

(29.1)

Taxation

(29.9)

8.5

(21.4)

(32.7)

3.6

(29.1)

Proﬁt for the year

110.3

(26.4)

83.9

118.1

(21.8)

96.3

Attributable to:

Breedon Group shareholders

110.2

(26.4)

83.8

118.0

(21.8)

96.2

Non-controlling interests

0.1

–

0.1

–

0.1

Proﬁt for the year

110.3

(26.4)

83.9

118.1

(21.8)

96.3

Non-underlying items represent acquisition-related expenses, property gains or losses, redundancy, reorganisation and other costs, cement decarbonisation costs, amortisation of acquired intangibles, unamortised banking

arrangement fees (where applicable) and related tax items.

Earnings per share

Basic

24.2p

28.1p

Diluted

24.2p

28.0p

Underlying earnings per share are shown in note 23.

Dividends in respect of the year

Dividend per share

15.0p

14.5p

Breedon Group plc

Annual Report and Accounts 2025

164

Consolidated statement of comprehensive income

For the year ended 31 December 2025

Note

2025

£m

2024

£m

Proﬁt for the year

83.9

96.3

Other comprehensive (expense)/income

Items which may be reclassiﬁed subsequently to proﬁt and loss:

Foreign exchange diﬀerences on translation of foreign operations, net of hedging

(16.3)

(6.0)

Eﬀective portion of changes in fair value of cash ﬂow hedges

(6.9)

0.8

Taxation on items taken directly to other comprehensive (expense)/income

1.5

–

Other comprehensive expense for the year

(21.7)

(5.2)

Total comprehensive income for the year

62.2

91.1

Total comprehensive income for the year is attributable to:

Breedon Group shareholders

62.1

91.0

Non-controlling interests

0.1

62.2

91.1

165

Strategic report

Governance

Financial statements

Additional information

Consolidated statement of ﬁnancial position

As at 31 December 2025

Note

2025

£m

2024 Restated

£m

Non-current assets

Property, plant and equipment

996.1

939.1

Right-of-use assets

45.3

46.5

Intangible assets

792.1

686.3

Investment in associate and joint ventures

14.7

15.0

Trade and other receivables

3.4

–

Total non-current assets

1,851.6

1,686.9

Current assets

Inventories

127.1

135.7

Trade and other receivables

263.4

261.0

Current tax receivable

–

1.5

Cash and cash equivalents

115.5

70.0

Total current assets

506.0

468.2

Total assets

2,357.6

2,155.1

Current liabilities

Interest-bearing loans and borrowings

(49.1)

(49.8)

Trade and other payables

(285.9)

(283.6)

Current tax payable

(2.1)

–

Provisions

(38.0)

(30.0)

Total current liabilities

(375.1)

(363.4)

Non-current liabilities

Interest-bearing loans and borrowings

(593.7)

(425.5)

Provisions

(88.7)

(91.4)

Deferred tax liabilities

(102.9)

(104.2)

Total non-current liabilities

(785.3)

(621.1)

Total liabilities

(1,160.4)

(984.5)

Net assets

1,197.2

1,170.6

Note

2025

£m

2024 Restated

£m

Equity attributable to Breedon Group shareholders

Share capital

3.5

3.4

Share premium

5.4

2.0

Hedging reserve

(5.1)

0.3

Translation reserve

(26.0)

(9.7)

Merger reserve

100.7

92.7

Retained earnings

1,118.2

1,081.5

Total equity attributable to Breedon Group shareholders

1,196.7

1,170.2

Non-controlling interests

0.5

0.4

Total equity

1,197.2

1,170.6

Refer to note 29 for details of the restatement.

These ﬁnancial statements were approved by the Board of Directors on 11 March 2026

and were signed on its behalf by:

Rob Wood

James Brotherton

Chief Executive Oﬃcer

Chief Financial Oﬃcer

Breedon Group plc

Annual Report and Accounts 2025

166

Consolidated statement of changes in equity

For the year ended 31 December 2025

Note

capital

£m

premium

£m

Hedging

reserve

£m

Translation

reserve

£m

Merger

reserve

£m

Retained

earnings

£m

Attributable

to Breedon

Group

shareholders

£m

Non-

controlling

interests

£m

Total

equity

£m

Balance at 1 January 2024

3.4

0.7

(0.5)

(3.7)

80.5

1,030.0

1,110.4

0.3

1,110.7

Shares issued

–

1.3

–

12.2

–

13.5

–

13.5

Transfer to non-controlling interests

–

(0.2)

0.2

–

Dividends paid

–

(48.1)

(0.2)

(48.3)

Total comprehensive income for the year

–

0.8

(6.0)

–

96.2

91.0

0.1

91.1

Share-based payments

–

3.6

–

3.6

Balance at 31 December 2024

3.4

2.0

0.3

(9.7)

92.7

1,081.5

1,170.2

0.4

1,170.6

Shares issued

0.1

3.4

–

8.0

–

11.5

–

11.5

Transfer to non-controlling interests

–

(0.4)

0.4

–

Dividends paid

–

(51.1)

(0.4)

(51.5)

Total comprehensive income for the year

–

(5.4)

(16.3)

–

83.8

62.1

0.1

62.2

Share-based payments

–

4.4

–

4.4

Balance at 31 December 2025

3.5

5.4

(5.1)

(26.0)

100.7

1,118.2

1,196.7

0.5

1,197.2

Share-based payments are shown inclusive of deferred tax recognised in equity.

167

Strategic report

Governance

Financial statements

Additional information

Consolidated statement of cash ﬂows

For the year ended 31 December 2025

Note

2025

£m

2024

£m

Cash ﬂows from operating activities

Proﬁt for the year

83.9

96.3

Adjustments for:

Depreciation and mineral depletion

113.2

99.7

Amortisation

25.3

12.5

Provisions charged to the income statement

4.0

–

Financial income

(0.2)

(1.2)

Financial expense

29.7

25.4

Share of proﬁt of associate and joint ventures

(4.1)

(3.5)

Gain on sale of property, plant and equipment

3, 4

(4.6)

(1.7)

Share-based payments

4.6

3.3

Taxation

21.4

29.1

Operating cash ﬂows before changes in

working capital and provisions

273.2

259.9

Decrease/(increase) in inventories

13.5

(8.4)

Decrease in trade and other receivables

6.0

10.5

Decrease in trade and other payables

(19.7)

(15.6)

Decrease in provisions

(3.6)

(3.1)

Cash generated from operating activities

269.4

243.3

Interest paid

(21.9)

(15.9)

Interest element of lease payments

(2.8)

(2.9)

Interest received

0.2

1.2

Income taxes paid

(19.0)

(24.0)

Net cash from operating activities

225.9

201.7

Cash ﬂows used in investing activities

Acquisition of businesses

(159.9)

(173.6)

Dividends from associate and joint ventures

5.2

3.0

Purchase of property, plant and equipment

(120.1)

(131.3)

Proceeds from sale of property, plant and equipment

9.6

5.7

Net cash used in investing activities

(265.2)

(296.2)

Note

2025

£m

2024

£m

Cash ﬂows used in ﬁnancing activities

Dividends paid

(51.5)

(48.3)

Proceeds from the issue of shares (net of costs)

1.2

1.3

Proceeds from interest-bearing loans

166.0

357.4

Repayment of interest-bearing loans

(22.1)

(304.0)

Debt arrangement fees

(0.9)

–

Repayment of lease obligations

(10.4)

(9.4)

Net cash used in ﬁnancing activities

82.3

(3.0)

Net increase/(decrease) in cash and cash equivalents

43.0

(97.5)

Cash and cash equivalents at 1 January

28.9

126.9

Foreign exchange diﬀerences

(0.3)

(0.5)

Cash and cash equivalents at 31 December

71.6

28.9

Breedon Group plc

Annual Report and Accounts 2025

168

Strategic report

Governance

Financial statements

Additional information

169

Notes to the consolidated ﬁnancial statements

Accounting policies

Breedon Group plc (‘the Company’)

is a public limited company, limited by

shares, which is listed on the London Stock

Exchange and incorporated and domiciled in

England and Wales. The registered number

is 14739556 and the registered oﬃce is

Pinnacle House, Breedon Quarry, Breedon

on the Hill, Derby, DE73 8AP, England.

Basis of preparation

These ﬁnancial statements consolidate

the results of the Company and subsidiary

undertakings, and equity accounts for

the Group’s interests in its associate and

joint ventures (collectively ‘the Group’).

Principal activities

The principal activities of the Group are

the quarrying of aggregates together

with manufacture and sale of construction

materials and building products. The

Group’s key outputs include cement,

asphalt and ready-mixed concrete, together

with related activities in Great Britain,

Ireland and the United States.

Applicable laws and accounting

standards

These ﬁnancial statements have been

prepared in accordance with UK-adopted

International Accounting Standards.

The consolidated ﬁnancial statements have

been prepared under the historical cost

convention except for the revaluation to

fair value of certain ﬁnancial instruments.

The accounting policies set out below

have, unless otherwise stated, been applied

consistently throughout the year.

Presentation currency

These ﬁnancial statements are presented in

Sterling. All ﬁnancial information presented

has been rounded to the nearest £0.1m

unless otherwise stated.

Basis of consolidation

Subsidiary undertakings are entities

controlled by the Group. Control exists

when the Group is exposed to or has rights

to variable returns from its investment

and has the ability to aﬀect those returns

through its power over the investee. In

assessing control, potential voting rights

that are currently exercisable or convertible

are taken into account.

The Group considers an entity to be a

subsidiary undertaking when the Group

has control over the entity. Ordinarily

this is when the Group holds more than

50% of the shares and voting rights.

Subsidiary undertakings are consolidated

in accordance with IFRS 10 Consolidated

Financial Statements.

Associates are those entities in which the

Group holds more than 20% of the shares

and voting rights and has signiﬁcant

inﬂuence, but not control, over the ﬁnancial

and operating policies. Joint ventures

are those entities over whose activities

the Group has joint control, requiring

unanimous consent of the owners for

strategic ﬁnancial and operating decisions.

Going Concern

These ﬁnancial statements are prepared

on a going concern basis which the

directors consider to be appropriate for

the following reasons:

The Group meets day-to-day working

capital and other funding requirements

through banking facilities, which include

an overdraft facility. Longer-term debt

ﬁnancing is accessed through the

Group’s USPP loan note programme.

The Group’s borrowing facilities at

31 December 2025 comprised a

£400m multi-currency RCF committed

to July 2029 and USPP loan notes

(£170m denominated in Sterling and

€189m denominated in Euro), with

maturities between 2028 and 2036.

Further details are provided in note 19

to these ﬁnancial statements.

During 2025, the Group comfortably

met all covenants and other terms of its

borrowing agreements. The Group has

continued its track record of generating

proﬁts and cash, with an overall proﬁt

before taxation of £105.3m and net cash

from operating activities of £225.9m.

The Group has prepared cash ﬂow

forecasts for a period of 12 months

from the date of signing these ﬁnancial

statements, which show a sustained

trend of proﬁtability, cash generation

and retained covenant headroom, even

under a ‘severe but plausible’ downside

scenario of forecast cash ﬂows.

The base case assumes a trading

performance delivered in line with

market consensus over the forecast

period, while the downside scenario

models a 5-10% reduction in revenues,

which the Group believes is a severe

sensitivity relative to likely outcomes and

historic experience.

As at 31 December 2025, the Group had

cash balances of £115.5m and undrawn

banking facilities in excess of £130m.

At the date of this report, the Group

retains a similar level of liquidity, which is

expected to provide suﬃcient available

funds for the Group to discharge its

liabilities as they fall due.

Consequently, the directors are

conﬁdent that the Group will have

suﬃcient funds to continue to meet its

liabilities as they fall due for at least 12

months from the date of approval of

these ﬁnancial statements and therefore

have prepared the ﬁnancial statements

on a going concern basis.

Breedon Group plc

Annual Report and Accounts 2025

170

Notes to the consolidated ﬁnancial statements

Accounting policies

continued

Basis of preparation

continued

The consolidated ﬁnancial statements

include the Group’s share of the total

comprehensive income of its associate

and joint ventures, on an equity accounted

basis, from the date that signiﬁcant

inﬂuence or joint control commences until

the date that signiﬁcant inﬂuence or joint

control ceases.

When the Group’s share of losses exceeds

its interest in an associate or joint venture,

the Group’s carrying amount is reduced

to nil and recognition of further losses is

discontinued, except to the extent that the

Group has incurred legal or constructive

obligations or made payments on behalf

of an associate or joint venture.

Accounting estimates and judgements

The preparation of the ﬁnancial statements

requires the use of certain critical

accounting estimates, and for management

to exercise judgement in the process of

applying the Group’s accounting policies.

The areas involving a higher degree of

judgement or complexity, or areas where

assumptions and estimates are signiﬁcant

to the consolidated ﬁnancial statements, are

disclosed in note 26.

New IFRS Standards and Interpretations

adopted in the year

The Group adopted amendments

to IAS 21 The Eﬀects of Changes in

Foreign Exchange Rates from 1 January

2025. The adoption of this standard

has not had a material impact on the

ﬁnancial statements.

New IFRS Standards and Interpretations

not adopted

IFRS 18 Presentation and Disclosure

in Financial Statements is eﬀective for

periods beginning on or after 1 January

2027. The Group does not intend to adopt

the standard early. IFRS 18 is expected to

impact the presentation and disclosure

of information in the Group’s ﬁnancial

statements but is not expected to have

a material impact on recognition or

measurement.

At the date on which these ﬁnancial

statements were authorised, there were

no further Standards, Interpretations and

Amendments which had been issued

but were not eﬀective for the year ended

31 December 2025 that are expected to

have a material impact on the Group’s

ﬁnancial statements in the future.

Foreign exchange

Foreign exchange transactions

Transactions in foreign currencies are

recorded at the spot rate at the transaction

date. Monetary assets and liabilities

denominated in foreign currencies are

retranslated at the balance sheet date,

with all currency translation diﬀerences

recognised within the consolidated income

statement, except for those monetary

items that provide an eﬀective hedge for

a net investment in a foreign operation.

Foreign exchange translation

The consolidated ﬁnancial statements

are presented in Sterling, which is the

presentational currency of the Group.

The individual ﬁnancial statements of the

Group’s subsidiaries and joint ventures with

a functional currency other than Sterling

are translated into Sterling according

to IAS 21.

Results and cash ﬂows are translated

monthly using average monthly exchange

rates. Accumulated assets and liabilities

are translated using the closing rates at the

reporting date and equity is translated at

historic exchange rates.

The resulting translation diﬀerences are

recognised in the consolidated statement of

comprehensive income until the subsidiary

is disposed of. Goodwill and fair value

adjustments arising on acquisition of a

foreign operation are regarded as assets

and liabilities of the foreign operation and

are translated accordingly.

Financial instruments

Financial instruments are recognised

when the Group becomes a party to the

contractual provisions of the instrument.

The principal ﬁnancial assets and liabilities

of the Group are as follows:

Trade and other receivables and trade

and other payables

Trade and other receivables and trade and

other payables are initially recognised at fair

value and are then stated at amortised cost.

Contract assets and liabilities

Contract assets, presented within trade

and other receivables, primarily relate to

the Group’s rights to consideration for work

completed but not billed at the reporting

date on surfacing contracts. The contract

assets are transferred to receivables

when the rights become unconditional.

Contract liabilities, presented within trade

and other payables, primarily relate to

the advance consideration received from

customers on these contracts.

Cash and cash equivalents

Cash and cash equivalents comprise

cash at bank and in hand, including bank

deposits and money-market funds with

original maturities of three months or

less. For the purposes of the consolidated

statement of cash ﬂows, bank overdrafts

are included in cash and cash equivalents

as they are an integral part of the Group’s

cash management.

Bank and other borrowings

Interest-bearing bank loans, overdrafts

and other loans, including USPP loan

notes, are recognised initially at fair

value less attributable transaction costs.

All borrowings are subsequently stated

at amortised cost with the diﬀerence

between initial net proceeds and

redemption value recognised in the

consolidated income statement over

the period to redemption on an eﬀective

interest basis.

Strategic report

Governance

Financial statements

Additional information

171

Notes to the consolidated ﬁnancial statements

Accounting policies

continued

Derivative ﬁnancial instruments

The majority of the Group’s strategic

hedging programme is delivered using

executory contracts to forward purchase

commodities for our own use. The cost is

recognised in the consolidated income

statement at the agreed forward rates

on receipt of the underlying items.

The Group uses ﬁnancial instruments to

manage ﬁnancial risks associated with

the Group’s underlying business activities

and the ﬁnancing of those activities.

The Group does not undertake any

trading in ﬁnancial instruments.

Derivatives are initially recognised at fair

value and subsequently remeasured in

future periods at fair value. The gain

or loss on remeasurement is recognised

immediately in proﬁt or loss, unless

a derivative ﬁnancial instrument is

designated as a hedge of the variability in

cash ﬂows of a recognised asset or liability.

In this instance the eﬀective part of

any gain or loss is recognised in the

consolidated statement of comprehensive

income and in the hedging reserve.

Any ineﬀective portion of the hedge

is recognised immediately in the

consolidated income statement.

Amounts recorded in the hedging reserve

are subsequently reclassiﬁed to the

consolidated income statement when

the expense for the hedged transaction

is actually recognised.

To qualify for hedge accounting, the hedging

relationship must meet several conditions

with respect to documentation, probability

of occurrence, hedge eﬀectiveness and

reliability of measurement.

At the inception of the transaction,

the Group documents the relationship

between hedging instruments and hedged

items, as well as its risk management

objective and strategy for undertaking

the hedge transaction.

This process includes linking all derivatives

designated as hedges to speciﬁc assets and

liabilities or to speciﬁc ﬁrm commitments or

forecast transactions.

The Group documents an assessment,

at hedge inception and on an annual basis,

as to whether the derivatives that are

used in hedging transactions have been,

and are likely to continue to be, eﬀective

in oﬀsetting changes in fair value or cash

ﬂows of hedged items.

Mineral reserves and resources

Mineral reserves and resources are stated

at cost, including both the purchase price

and costs incurred to gain access to the

reserves, including costs of planning and

initial site development. The value of mineral

reserves and resources recognised as a

result of business combinations is based on

the fair value at the point of acquisition.

Mineral assets are depreciated using a

physical unit-of-production method,

over the commercial life of the quarry.

Property, plant and equipment

Items of property, plant and equipment

are stated at cost less accumulated

depreciation and any recognised

impairment loss.

Depreciation is charged to the consolidated

income statement on a straight-line basis

over the estimated useful lives of assets,

in order to write oﬀ the cost or deemed cost

of assets.

The estimated useful lives are as follows:



Freehold buildings	50 years
Fixtures and ﬁttings	up to 10 years
Oﬃce equipment	up to 5 years
Fixed plant	up to 35 years
Loose plant	up to 10 years
and machinery
Motor vehicles	up to 10 years

No depreciation is provided on freehold land.

Business combinations, intangible

assets and goodwill

The Group measures goodwill as the

fair value of the purchase consideration

transferred, including the recognised

amount of any non-controlling interest

in the acquiree, less the fair value of the

identiﬁable assets acquired and liabilities

assumed, all measured as of the acquisition

date. Fair value adjustments are always

considered to be provisional for the ﬁrst

twelve months after the acquisition.

Goodwill arising on the acquisition of

subsidiary undertakings is recognised

as an asset in the consolidated statement of

ﬁnancial position and is subject to an annual

impairment review.

Other intangible assets that are acquired by

the Group as part of a business combination

are stated at cost less accumulated

amortisation and impairment losses.

Cost reﬂects management’s judgement

of the fair value of the individual intangible

asset calculated by reference to the

net present value of future economic

beneﬁts accruing to the Group from the

utilisation of the asset, discounted at an

appropriate rate. Cash ﬂow projections

are based on management’s estimate of

economic and market conditions, as well

as operating margins, capital expenditure,

customer attrition rates and working

capital requirements. Other intangibles

arising on the acquisition of associated

undertakings are included within the

carrying value of the investment.

Amortisation is based on the estimated

useful economic lives of the assets

concerned, which is considered by the

directors to be a period of up to 20 years.

The Group measures non-controlling

interests at a proportionate share of the

recognised amount of the identiﬁable net

assets at the acquisition date.

Where the Group has entered into put

options relating to a minority shareholding

as part of a transaction, the Group applies

the ‘anticipated acquisition’ method to

account for the put liability and does not

recognise a separate non-controlling

interest within reserves. Subsequent

changes in the value of the put liability

are recognised within equity.

Breedon Group plc

Annual Report and Accounts 2025

172

Notes to the consolidated ﬁnancial statements

Accounting policies

continued

Impairment of non-ﬁnancial assets

The carrying amounts of the Group’s

non-ﬁnancial assets, other than goodwill,

inventories and deferred tax assets,

are reviewed at each reporting date to

determine whether there is any indication

of impairment; including an assessment of

any indication of impairment arising as a

result of climate change.

Impairment reviews are undertaken at the

level of each signiﬁcant cash-generating

unit, which is no larger than an operating

segment as deﬁned by IFRS 8 Operating

Segments. If any such indication exists then

the asset’s recoverable amount is estimated.

The recoverable amount of an asset or

Cash-Generating Unit (CGU) is the greater

of the value in use and the fair value less

costs to sell.

In assessing value in use, the estimated

future cash ﬂows are discounted to their

present value using a pre-tax discount rate

that reﬂects current market assessments

of the time value of money and the risks

speciﬁc to the asset.

An impairment loss in respect of goodwill

is not reversed. In respect of other assets,

impairment losses recognised in prior

periods are assessed at each reporting

date for any indications that the loss has

decreased or no longer exists.

An impairment loss is reversed if there has

been a change in the estimates used to

determine the recoverable amount.

An impairment loss is reversed only to the

extent that the asset’s carrying amount

does not exceed the carrying amount

that would have been determined, net

of depreciation or amortisation, if no

impairment loss had been recognised.

Impairment of ﬁnancial assets

The Group recognises loss allowances

for expected credit losses (ECLs) on

ﬁnancial and contract assets measured

at amortised cost.

The Group measures loss allowances at

an amount equal to lifetime ECLs except

for bank balances for which credit risk

(i.e. the risk of default occurring over the

expected life of the ﬁnancial instrument)

has not increased signiﬁcantly since

initial recognition, which are measured as

12-month ECLs.

ECLs are a probability-weighted estimate

of credit losses. Credit losses are measured

as the present value of all cash shortfalls (i.e.

the diﬀerence between the cash ﬂows due

to the entity in accordance with the contract

and the cash ﬂows that the Group expects

to receive). ECLs are discounted at the

eﬀective interest rate of the ﬁnancial asset.

Inventories

Inventories are stated at the lower of cost

and net realisable value. Cost is based on

the ﬁrst-in ﬁrst-out principle and includes

expenditure incurred in acquiring the

inventories and bringing them to their

existing location and condition.

In the case of manufactured inventories

and work in progress, cost includes an

apportionment of overheads, including

mineral depletion where relevant. The level of

overheads included in the cost of inventory is

based on normal operating capacity.

Net realisable value is determined with

reference to sales prices less cost to sell

and, in the case of obsolete stock, on an

excess stock model of sales relative to

inventories held.

Emissions rights

The Group is required to purchase carbon

emissions credits to settle liabilities

under both EU and UK ETS. Assets and

liabilities arising in respect of emission

rights are presented on a net basis in the

consolidated ﬁnancial statements.

Where an emissions credit is received for

nil cost, these are initially measured at a

nominal value of zero. An emissions liability

is recognised only in circumstances where

emissions have exceeded the allowance

for a scheme, from the perspective of

the Group as a whole, and will require the

purchase of additional allowances to settle

an emissions liability.

Emission credits purchased for

consideration are measured using the

weighted average cost principle and

presented within inventories where the

net value is in excess of emissions liabilities.

Carbon credits are derecognised when

they are surrendered to settle emissions

obligations, sold or transferred, or when

the Group no longer controls the credits.

On derecognition, the carrying amount of

the credits is removed from the statement

of ﬁnancial position and any resulting gain

or loss is recognised in the consolidated

income statement. Credits surrendered

to meet compliance obligations are

recognised as an operating expense.

Gains or losses on the sale of carbon credits

are recognised within operating proﬁt.

Retirement beneﬁts

The Group does not operate any deﬁned

beneﬁt plans. Obligations for contributions

to deﬁned contribution pension plans

are recognised as an expense in the

consolidated income statement as incurred.

Provisions

A provision is recognised in the consolidated

statement of ﬁnancial position when the

Group has a present legal or constructive

obligation, it is probable that an outﬂow

of economic beneﬁts will be required to

settle the obligation, and the amount of the

obligation can be estimated reliably.

Strategic report

Governance

Financial statements

Additional information

173

Notes to the consolidated ﬁnancial statements

Accounting policies

continued

Provisions

continued

The Group provides for the costs of

decommissioning and restoration where

an obligation arises to comply with

contractual, environmental, planning and

other legislation.

The initial cost of creating provisions on

commencement of operations is included

in property, plant and equipment and

depreciated over the life of the plant.

Changes in the measurement of a previously

capitalised provision that result from changes

in the estimated timing or amount of cash

outﬂows are added to, or deducted from, the

cost of the related asset unless a deduction

would reduce the asset to below zero.

All other changes are recognised in the

consolidated income statement, including

incremental extraction of minerals which

increase the level of restoration provisions

and any decreases in liability in excess of the

carrying amount of a capitalised asset.

All provisions are discounted to their present

value at a rate that reﬂects current market

assessments of the time value of money and

the risks speciﬁc to the liability.

Revenue

Group revenue arises from the sale

of goods and the provision of services.

IFRS 15 Revenue from Contracts with

Customers requires revenue to be

recognised in line with a principles-based

ﬁve-step model. This requires the Group

to identify its performance obligations,

determine the transaction price applicable

to each of these performance obligations

and then to select an appropriate method

for the timing of revenue recognition,

reﬂecting the substance of the performance

obligation, being either recognition at a

point in time or over time.

Revenue from sale of goods

The majority of the Group’s revenue is

derived from the sale of physical goods

to customers. Depending on whether

the goods are delivered to or collected

by the customer, the contract contains either

one performance obligation which is satisﬁed

at the point of collection, or two performance

obligations which are satisﬁed

simultaneously at the point of delivery.

The transaction price for this revenue is

the amount which can be invoiced to

the customer once the performance

obligations are fulﬁlled, reduced to reﬂect

provisions recognised for returns, trade

discounts and rebates. Where the Group

oﬀers discounts or volume rebates, the

variable element of revenue is recognised

only to the extent that it is deemed highly

probable that a signiﬁcant reversal in

revenue will not occur. This value excludes

items collected on behalf of third parties,

such as sales taxes.

For all sales of goods, revenue is recognised

at a point in time, being the point that the

goods are transferred to the customer.

Revenue from the provision of services

The majority of service revenue relates

to surfacing and comprises short-term

performance obligations to supply and

lay materials. Other service revenue can

contain more than one performance

obligation dependent on the nature

of the contract.

The transaction price is calculated as

consideration speciﬁed by the contract,

adjusted to reﬂect provisions recognised for

returns, trade discounts and rebates.

Where the agreement with a customer

provides for elements of variable

consideration, these values are included

in the calculation of the transaction price

only to the extent that it is deemed ‘highly

probable’ that a signiﬁcant reversal in the

amount of cumulative revenue recognised

will not occur when the uncertainty

associated with the variable consideration

is resolved.

Where the transaction price is allocated

between multiple performance obligations,

this typically reﬂects the allocation of value

to each performance obligation agreed with

the end customer, unless this does

not reﬂect the economic substance.

Surfacing performance obligations

are satisﬁed over time, so surfacing revenue

is typically recognised on an output basis,

being volume of product laid.

Warranties and customer claims

The Group provides assurance type

warranties over the speciﬁcation of

products but does not provide extended

warranties or maintenance services in

contracts with customers. Claims with

customers may arise in the usual course

of business. Both customer claims and

warranties are accounted for under

IAS 37 Provisions, Contingent Liabilities

and Contingent Assets.

Financial income and expense

Financial income and expense comprise

interest payable, ﬁnance charges, lease

interest, interest receivable on funds

invested, and gains and losses on related

hedging instruments that are recognised

in the consolidated income statement.

Interest income and interest payable is

recognised in proﬁt or loss as it accrues,

using the eﬀective interest method.

Income tax

Income tax on the proﬁt or loss for the

year comprises current and deferred

tax. Income tax is recognised in the

consolidated income statement except

to the extent that income tax relates to

items recognised directly in equity.

Current tax is the expected tax payable

on the taxable proﬁt for the year. Taxable

proﬁt diﬀers from net proﬁt as reported

in the consolidated income statement

because taxable proﬁt excludes items of

income or expense that are not taxable

or deductible.

The Group’s liability for current tax is

calculated using tax rates enacted or

substantively enacted at the reporting

date and includes any adjustment to tax

payable in respect of previous years.

Breedon Group plc

Annual Report and Accounts 2025

174

Notes to the consolidated ﬁnancial statements

Accounting policies

continued

Deferred tax

Deferred tax is provided in full using the

statement of ﬁnancial position liability

method and represents the tax expected

to be payable or recoverable on the

temporary diﬀerences between the

carrying amounts of assets and liabilities

for ﬁnancial reporting purposes and the

amounts used for taxation purposes.

The following temporary diﬀerences are not

provided for:

goodwill not deductible for tax purposes;

the initial recognition of assets or

liabilities that aﬀect neither accounting

nor taxable proﬁt other than in a business

combination; and

diﬀerences relating to investments

in subsidiaries to the extent that

they will probably not reverse in the

foreseeable future.

The amount of deferred tax provided

is based on the expected manner of

realisation or settlement of the carrying

amount of assets and liabilities using tax

rates enacted or substantively enacted

at the reporting date.

A deferred tax asset is recognised only

to the extent that it is probable that

future taxable proﬁts will be available

against which the asset can be utilised.

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 proﬁt

will be available to allow all or part of the

asset to be recovered.

Deferred tax assets and liabilities are oﬀset

when they relate to income taxes levied by

the same taxation authority and the Group

intends to settle its current tax assets and

liabilities on a net basis.

Leases

Right-of-use assets and liabilities are

recognised for any arrangements

meeting the deﬁnition of a lease set

out in IFRS 16 Leases.

Right-of-use assets are measured at cost,

comprising the initial amount of the

lease liability adjusted for any lease

prepayments, plus any initial direct costs

incurred, less any lease incentives received.

Right-of-use assets are then depreciated

using the straight-line method from the

start of the lease to the earlier of the end

of the useful life of the right-of-use asset

or the end of the lease term.

Lease liabilities are presented within

interest-bearing loans and borrowings.

They are measured at the present value

of future lease payments, discounted at

a rate which reﬂects both the Group’s

incremental borrowing rate, adjusted

for the time value of money, and the nature

of the leased asset.

The Group has elected to take advantage

of the practical expedients, permitted by

IFRS 16, not to recognise lease assets and

liabilities in respect of short-term and low-

value leases. Charges recognised in the

consolidated income statement in respect of

these leases are not signiﬁcant to the Group.

Share-based transactions

Equity-settled share-based payments

to directors, key employees and others

providing similar services are measured at

the fair value of the equity instruments at

the grant date. The fair value is expensed,

with a corresponding increase in equity,

on a straight-line basis over the period that

the employees become unconditionally

entitled to the awards.

At each reporting date, the Group revises

the amount recognised as an expense

to reﬂect the number of awards for which

the related service and non-market

performance conditions are expected to

be met, such that the amount ultimately

recognised as an expense is based on the

number of awards that meet the related

service and non-market performance

conditions at the vesting date.

For share-based payment awards with

market-based performance conditions,

the grant date fair value of the share-

based payment is measured to reﬂect

such conditions and there is no true-up

for diﬀerences between expected and

actual outcomes.

Where a share-based payment is net-

settled by withholding a speciﬁed portion of

the shares to meet statutory obligations, the

arrangement is accounted for as an equity-

settled share-based payment in its entirety.

Dividends

Dividends are recognised as a liability

in the ﬁnancial statements in the period in

which they are declared by the Company

and, in respect of ﬁnal dividends, approved

by shareholders.

Alternative performance measures

The following non-GAAP performance

measures have been used in the

ﬁnancial statements:



Non-GAAP performance measure		Note
i.	Underlying EBITDA	27
ii.	Underlying EBITDA margin	27
iii.	Adjusted Underlying Basic & Diluted	23
	EPS
iv.	Free Cash Flow	27
v.	Free Cash Flow conversion	27
vi.	Return on Invested Capital	27
vii.	Covenant Leverage	27
viii.	Net Debt	14
ix.	Net Debt (excluding IFRS 16)	14
x.	Interest Cover	27

Management uses these terms as they

believe these measures allow stakeholders

an improved understanding of the Group’s

underlying business performance. These

alternative performance measures are

well understood by investors and analysts,

are consistent with the Group’s historic

communications and reﬂect the way in

which the business is managed.

Strategic report

Governance

Financial statements

Additional information

175

Notes to the consolidated ﬁnancial statements

Segmental analysis

With eﬀect from 1 July 2025, the Group changed from a divisional management structure

(Great Britain, Ireland, Cement and United States) to a country-based management

structure (Great Britain, Ireland and United States). The presentation of these results

reﬂects the new country-based structure. Comparatives have been restated to aid

comparability.

The Group’s activities comprise the following reportable segments:

Great Britain:

our construction materials and surfacing businesses and cementitious

operations in Great Britain.

Ireland:

our construction materials and surfacing businesses and cementitious

operations on the Island of Ireland.

United States:

our construction materials and surfacing businesses in the United States

of America.

A description of the activities of each segment is included on pages 36 to 41.

Income statement

| | | | | |
| --- | --- | --- | --- | --- |
| | |
| | 2025 | | 2024 Restated | |
| | | Underlying | | Underlying |
| | Revenue | EBITDA

1 | Revenue | EBITDA

1 |
| | £m | £m | £m | £m |
| Great Britain | 1,116.1 | 185.2 | 1,155.8 | 192.7 |
| Ireland | 291.6 | 64.3 | 297.6 | 68.9 |
| United States | 316.1 | 42.8 | 132.5 | 24.8 |
| Central administration | – | (13.5) | – | (16.5) |
| Eliminations | (10.0) | – | (9.6) | – |
| Total | 1,713.8 | 278.8 | 1,576.3 | 269.9 |
| Reconciliation to statutory proﬁt | | | | |
| Underlying EBITDA as above | | 278.8 | | 269.9 |
| Depreciation and mineral depletion | | (113.2) | | (99.7) |
| Underlying Group operating proﬁt | | 165.6 | | 170.2 |
| – Great Britain | | 104.0 | | 114.7 |
| – Ireland | | 51.8 | | 55.9 |
| – United States | | 23.6 | | 16.4 |
| – Central administration | | (13.8) | | (16.8) |
| Underlying Group operating proﬁt | | 165.6 | | 170.2 |



	2025		2024 Restated
		Underlying		Underlying
	Revenue	EBITDA 1	Revenue	EBITDA 1
	£m	£m	£m	£m
Share of proﬁt of associate and joint
ventures		4.1		3.5
Underlying proﬁt from operations		169.7		173.7
Non-underlying items (note 3)		(34.9)		(24.1)
Proﬁt from operations		134.8		149.6

Underlying EBITDA is earnings before interest, tax, depreciation and mineral depletion, amortisation,

non-underlying items (note 3) and before our share of proﬁt of associate and joint ventures.

Disaggregation of revenue from contracts with the customers

Analysis of revenue by geographic location of end-market

The primary geographic markets for all Group revenues for the purpose of IFRS 15 are the

United Kingdom, Republic of Ireland (RoI) and United States. In line with the requirements

of IFRS 8, this is analysed by individual countries as follows:



	2025	2024
	£m	£m
United Kingdom	1,208.8	1,251.0
Republic of Ireland	185.0	190.1
United States	316.1	132.5
Other	3.9	2.7
	1,713.8	1,576.3

Analysis of revenue by major products and service lines by segment



	2025	2024 Restated
	£m	£m
Sale of goods
Great Britain	905.2	956.3
Ireland	159.6	171.1
United States	154.6	132.5
Eliminations	(10.0)	(9.6)
	1,209.4	1,250.3

Eliminations primarily comprise sales from Ireland to Great Britain.

Breedon Group plc

Annual Report and Accounts 2025

176

Notes to the consolidated ﬁnancial statements

Segmental analysis

continued

| | | |
| --- | --- | --- |
| | |
| | 2025 | 2024 Restated |
| | £m | £m |
| Provision of services | | |
| Great Britain | 210.9 | 199.5 |
| Ireland | 132.0 | 126.5 |
| United States | 161.5 | – |
| | 504.4 | 326.0 |
| | 1,713.8 | 1,576.3 |

Timing of revenue recognition

Sale of goods revenue relates to products for which revenue is recognised at a point

in time as the product is transferred to the customer. Revenues from the provision of services

are accounted for as products and services for which revenue is recognised over time.

Statement of ﬁnancial position

| | | | | |
| --- | --- | --- | --- | --- |
| | |
| | 2025 | | 2024 Restated

1 | |
| | Total assets | Total liabilities | Total assets | Total liabilities |
| | £m | £m | £m | £m |
| Great Britain | 1,302.1 | (282.1) | 1,314.8 | (285.0) |
| Ireland | 485.5 | (66.6) | 462.3 | (62.8) |
| United States | 449.8 | (40.5) | 303.5 | (32.7) |
| Central administration | 4.7 | (23.4) | 3.0 | (24.5) |
| Total operations | 2,242.1 | (412.6) | 2,083.6 | (405.0) |
| Current tax | – | (2.1) | 1.5 | – |
| Deferred tax | – | (102.9) | – | (104.2) |
| Net Debt | 115.5 | (642.8) | 70.0 | (475.3) |
| Total Group | 2,357.6 | (1,160.4) | 2,155.1 | (984.5) |
| Net assets | | 1,197.2 | | 1,170.6 |

In addition to the restatement relating to the change in structure, total assets and liabilities have been restated to

reﬂect a change in the presentation of cash and cash equivalents

Refer to note 29 for further details.

Great Britain total assets include £12.7m (2024: £13.8m), Ireland total assets include £1.3m

(2024: £1.2m) and United States total assets include £0.7m (2024: £nil) in respect of

investments in associate and joint ventures.

Geographic location of non-current assets



	2025	2024 Restated
	£m	£m
United Kingdom	1,105.8	1,106.2
Republic of Ireland	353.8	324.1
United States	392.0	256.6
	1,851.6	1,686.9

Analysis of depreciation, amortisation and capital expenditure

| | | | |
| --- | --- | --- | --- |
| | |
| | | | Additions |
| | Depreciation | Amortisation | to property, |
| | and mineral | of intangible | plant and |
| | depletion | assets | equipment |
| | £m | £m | £m |
| 2025 | | | |
| Great Britain | 81.2 | 3.6 | 75.4 |
| Ireland | 12.5 | 2.5 | 20.5 |
| United States | 19.2 | 19.2 | 23.3 |
| Central administration | 0.3 | – | 0.9 |
| | 113.2 | 25.3 | 120.1 |
| 2024 Restated | | | |
| Great Britain | 78.0 | 3.6 | 93.2 |
| Ireland | 13.0 | 2.5 | 21.4 |
| United States | 8.4 | 6.4 | 16.7 |
| Central administration | 0.3 | – | – |
| | 99.7 | 12.5 | 131.3 |

Additions to property, plant and equipment exclude additions in respect of business

combinations.

Strategic report

Governance

Financial statements

Additional information

177

Notes to the consolidated ﬁnancial statements

Non-underlying items

Non-underlying items are those items which, because of their nature, size or incidence,

are either unlikely to recur in future periods or which distort the underlying trading

performance of the business, including non-cash items. For an item to be classiﬁed as non-

underlying, it must meet deﬁned criteria which are applied consistently by the Group.

The directors monitor the performance of the Group using alternative performance

measures which are calculated on an underlying basis. In the opinion of the directors,

this presentation aids understanding of the underlying business performance and any

references to underlying earnings measures throughout this report are made on this basis.

As underlying measures include the beneﬁts of acquisitions but exclude signiﬁcant costs

(such as one-oﬀ acquisition-related costs or amortisation of acquired intangible assets),

they should not be regarded as a complete picture of the Group’s ﬁnancial performance.

Underlying measures are calculated and presented on a consistent basis over time to assist

in the comparison of performance.



	2025	2024
	£m	£m
Included in operating expenses:
Acquisition-related expenses (note 25)	3.8	10.2
(Gain)/loss on disposal of property	(1.6)	0.1
Redundancy, reorganisation and other costs	1.6	1.3
Cement decarbonisation costs	5.8	–
Amortisation of acquired intangible assets	25.3	12.5
Total non-underlying items (before interest and tax)	34.9	24.1
Non-underlying interest (note 14)	–	1.3
Non-underlying tax	(8.5)	(3.6)
Total non-underlying items	26.4	21.8

Cement decarbonisation costs reﬂect the Group’s initial investment in Peak Cluster Limited

and costs of carbon capture and storage, which includes £2.8m of non-cash costs.

Operating expenses and auditor’s remuneration



	2025	2024
	£m	£m
Costs of raw materials purchased	346.1	306.8
Employee costs (note 5)	297.2	246.6
Depreciation and mineral depletion:
Owned assets (note 8)	105.2	91.6
Leased assets (note 20)	8.0	8.1
Gain on sale of plant and equipment	(3.0)	(1.8)
Gain on sale of UK Carbon Allowances	(6.0)	-
Other operating expenses	800.7	754.8
Underlying operating expenses	1,548.2	1,406.1
Non-underlying operating expenses (note 3)	34.9	24.1
Operating expenses	1,583.1	1,430.2

| | | |
| --- | --- | --- |
| | |
| | 2025 | 2024 |
| | £m | £m |
| Auditor’s remuneration | | |
| Audit of the Company | 0.4 | 0.3 |
| Audit of the Company’s subsidiary undertakings | 1.5 | 1.3 |
| | 1.9 | 1.6 |

There were no non-audit services undertaken during the year (2024: £nil).

Breedon Group plc

Annual Report and Accounts 2025

178

Notes to the consolidated ﬁnancial statements

Employees and directors

Disclosure of individual directors’ remuneration, including information on all outstanding

share options, is provided in the Directors’ Remuneration report from page 132. Aggregate

remuneration received by the directors (the Group’s Key Management Personnel) is

summarised below:

Directors’ remuneration


	2025	2024
	£m	£m
Salaries and short-term employee beneﬁts	1.9	2.4
Directors’ fees	0.5	0.5
Share-based payments (note 18)	1.0	0.6
	3.4	3.5

No pension contributions were paid by the Group to any pension schemes on behalf of the

directors in either the current or prior years.

Staﬀ numbers and costs

The average number of persons employed by the Group during the year was as follows:


	Number of employees
	2025	2024 Restated 1
Great Britain	3,122	3,136
Ireland	503	515
United States	853	466
Central administration	302	278
	4,780	4,395

Restated to reﬂect the changes from a divisional management structure to a country-based management

structure in 2025.

The aggregate payroll costs of these persons were as follows:


	2025	2024
	£m	£m
Wages and salaries	243.6	211.8
Social security costs	30.6	22.5
Pension costs	12.0	9.0
Share-based payments (note 18)	4.6	3.3
Other employee-related beneﬁts	6.4	–
	297.2	246.6

Pension costs relate to various deﬁned contribution pension schemes operated within the

Group. These are accounted for on a contribution payable basis. Contributions outstanding

at 31 December 2025 amounted to £1.3m (2024: £1.1m) and are included in other payables.

Financial income and expense


	2025	2024
	£m	£m
Interest income on cash deposits and money-market funds	0.2	1.2
Total ﬁnancial income	0.2	1.2
Interest charged on bank loans, private placement notes and overdrafts	(21.8)	(15.9)
Amortisation of loan arrangement fees	(0.8)	(0.9)
Lease liabilities	(2.8)	(2.9)
Unwinding of discount on provisions (note 16)	(4.3)	(4.4)
Underlying ﬁnancial expense	(29.7)	(24.1)
Non-underlying interest (note 14)	–	(1.3)
Total ﬁnancial expense	(29.7)	(25.4)

Strategic report

Governance

Financial statements

Additional information

179

Notes to the consolidated ﬁnancial statements

7 Taxation

Recognised in the consolidated income statement



	2025	2024
	£m	£m
Current tax
Current year	24.3	26.5
Prior year	(1.5)	(4.1)
Total current tax	22.8	22.4
Deferred tax
Current year	(0.3)	2.6
Prior year	(1.1)	4.1
Total deferred tax	(1.4)	6.7
Total tax charge in the consolidated income statement	21.4	29.1

Recognised in equity



	2025	2024
	£m	£m
Deferred tax
Derivatives	(1.5)	–
Share-based payments	0.2	(0.3)
Total tax credit in equity	(1.3)	(0.3)

Reconciliation of eﬀective tax rate



	2025	2024
	£m	£m
Proﬁt before taxation	105.3	125.4
Tax at the Company’s domestic rate of 25.0% (2024: 25.0%)	26.3	31.4
Diﬀerence between Company and subsidiary statutory tax rates	(4.6)	(5.8)
Expenses not deductible for tax purposes	3.4	3.2
Income from associate and joint ventures already taxed	(1.0)	(0.8)
Pillar Two top-up charge	0.1	0.6
Other	(0.2)	0.5
Adjustment in respect of prior years	(2.6)	–
Total tax charge	21.4	29.1

The Company is tax resident in the UK, with a 25.0% (2024: 25.0%) tax rate. The Group’s

subsidiary operations pay tax at a rate of 25.0% (2024: 25.0%) in the UK and 12.5%

(2024: 12.5%) in RoI. US subsidiary operations pay tax at the federal tax rate of 21%

together with state income tax, resulting in a blended statutory rate of c. 25% (2024: c. 25%).

Excluding the impact of non-underlying items, the Group’s Underlying eﬀective tax rate

is 21.3% (2024: 21.7%). Including these items, the Group’s reported tax rate for the year

is 20.3% (2024: 23.2%).

Global Minimum Corporate Tax Framework

From 1 January 2024, the Group is within scope of the Global Minimum Corporate Tax rate

of 15% (‘Pillar Two’ rules). The impact of these rules on the Group is limited to the Group’s

taxable proﬁts generated in the Republic of Ireland, where the tax rate is 12.5%, resulting in a

top-up charge of £0.1

(2024: £0.6m).

In accordance with the mandatory exception under Amendments to IAS 12 Income

Taxes, the Group has not remeasured deferred tax assets and liabilities as a result of the

implementation of the Pillar Two rules.

Breedon Group plc

Annual Report and Accounts 2025

180

Notes to the consolidated ﬁnancial statements

Property, plant and equipment



	Mineral		Plant,
	reserves and	Land and	equipment
	resources	buildings	and vehicles	Total
	£m	£m	£m	£m
Cost
Balance at 1 January 2025	366.6	172.3	943.1	1,482.0
Translation adjustment	1.1	1.4	(2.8)	(0.3)
Business combinations (note 25)	–	4.9	43.4	48.3
Additions	11.8	2.1	106.2	120.1
Disposals and impairment	(1.5)	(0.8)	(20.8)	(23.1)
Change to capitalised provisions (note 16)	(0.7)	0.1	(0.2)	(0.8)
Reclassiﬁcation	(0.3)	25.5	(25.2)	–
Transfer from leased assets (note 20)	–	–	0.2	0.2
At 31 December 2025	377.0	205.5	1,043.9	1,626.4
Depreciation and mineral depletion
Balance at 1 January 2025	108.0	46.4	388.5	542.9
Translation adjustment	0.2	0.5	0.6	1.3
Charge for the year	12.7	7.1	85.4	105.2
Disposals and impairment	(0.1)	(0.2)	(18.8)	(19.1)
At 31 December 2025	120.8	53.8	455.7	630.3
Net book value
At 31 December 2025	256.2	151.7	588.2	996.1



	Mineral		Plant,
	reserves and	Land and	equipment
	resources	buildings	and vehicles	Total
	£m	£m	£m	£m
Cost
Balance at 1 January 2024	354.8	148.4	787.4	1,290.6
Translation adjustment	(1.1)	(2.1)	(3.4)	(6.6)
Business combinations (note 25)	4.6	15.1	68.1	87.8
Additions	7.0	5.7	118.6	131.3
Disposals and impairment	–	(0.8)	(23.6)	(24.4)
Change to capitalised provisions (note 16)	1.3	1.6	0.4	3.3
Reclassiﬁcation	–	4.4	(4.4)	–
At 31 December 2024	366.6	172.3	943.1	1,482.0
Depreciation and mineral depletion
Balance at 1 January 2024	96.5	40.7	336.2	473.4
Translation adjustment	(0.2)	(0.4)	(0.8)	(1.4)
Charge for the year	11.7	6.5	73.4	91.6
Disposals and impairment	–	(0.4)	(20.3)	(20.7)
At 31 December 2024	108.0	46.4	388.5	542.9
Net book value
At 31 December 2024	258.6	125.9	554.6	939.1

Assets under construction

Presented within plant, equipment and vehicles are assets in the course of construction

totalling £41.9m (2024: £66.5m) which are not being depreciated.

Strategic report

Governance

Financial statements

Additional information

181

Notes to the consolidated ﬁnancial statements

Intangible assets



		Customer
	Goodwill	related	Other	Total
	£m	£m	£m	£m
Cost
At 1 January 2025	534.6	170.1	19.3	724.0
Translation adjustment	1.2	(13.1)	(0.2)	(12.1)
Business combinations (note 25)	28.2	113.9	0.7	142.8
At 31 December 2025	564.0	270.9	19.8	854.7
Amortisation
At 1 January 2025	–	29.7	8.0	37.7
Translation adjustment	–	(0.2)	(0.2)	(0.4)
Charge for the year	–	23.7	1.6	25.3
At 31 December 2025	–	53.2	9.4	62.6
Net book value
At 31 December 2025	564.0	217.7	10.4	792.1
Cost
At 1 January 2024	474.1	53.8	17.7	545.6
Translation adjustment	(4.7)	0.2	–	(4.5)
Business combinations (note 25)	65.2	116.1	1.6	182.9
At 31 December 2024	534.6	170.1	19.3	724.0
Amortisation
At 1 January 2024	–	18.9	6.5	25.4
Translation adjustment	–	–	(0.2)	(0.2)
Charge for the year	–	10.8	1.7	12.5
At 31 December 2024	–	29.7	8.0	37.7
Net book value
At 31 December 2024	534.6	140.4	11.3	686.3

Other intangible assets primarily comprise brand and permit assets arising from

acquisitions. The amortisation charge on these assets is recognised in non-underlying

operating expenses in the consolidated income statement. The remaining life of the ﬁnite

intangible assets is up to 20 years.

Reallocation of goodwill

During the year, the Group changed from a divisional management structure (Great Britain,

Ireland, Cement and United States) to a country-based management structure (Great

Britain, Ireland and United States). This change aligns with how the business is managed by

the Board of Breedon Group plc in its capacity as Chief Operating Decision Maker. As part

of this reorganisation, the composition of Cash-Generating Units (CGUs) to which goodwill

had previously been allocated was changed. Goodwill previously allocated to the Cement

division has been reallocated between the Great Britain Country CGU and the Ireland

Country CGU.

Basis of reallocation

In accordance with IAS 36 Impairment of Assets, goodwill has been reallocated to the

aﬀected CGUs using a relative value approach. Speciﬁcally, the reallocation was based on

the geographical relative value in use of the Cement division before the reorganisation.

Management judged that no alternative method would better reﬂect the goodwill

associated with each of the reorganised CGUs.



			United
	Great Britain	Ireland	States	Cement	Total
2024 goodwill reallocation	£m	£m	£m	£m	£m
Carrying value of goodwill before
reorganisation	212.4	109.1	53.6	159.5	534.6
Reallocation of Cement goodwill	93.9	65.6	–	(159.5)	–
Revised carrying value of goodwill
after reorganisation	306.3	174.7	53.6	–	534.6

Carrying value of goodwill by operating segment



	2025	2024 Restated 1
	£m	£m
Great Britain	308.1	306.3
Ireland	185.6	174.7
United States	70.3	53.6
	564.0	534.6

Restated to reﬂect the changes from a divisional management structure to a country-based management

structure in 2025.

Breedon Group plc

Annual Report and Accounts 2025

182

Notes to the consolidated ﬁnancial statements

Intangible assets

continued

Impairment tests for cash-generating units containing goodwill

Goodwill arising on business combinations is not amortised but is reviewed for impairment

annually, or more frequently if there are indications that the goodwill may

be impaired. Goodwill is allocated to groups of CGUs according to the level at which

management monitors that goodwill, being the Group’s operating segments.

The key assumptions used in performing the impairment review are those used in

calculating the value-in-use of each CGU, as set out below:

Cash ﬂow projections

Cash ﬂow projections for each operating segment are derived from the annual budget

approved by the Board for 2026 and the three-year plan extending to 2028. The key

assumptions on which budgets and plans are based include sales growth, product mix,

changes in operating costs and capital investment requirements. Budgeted cash ﬂows are

based on past experience and forecast future trading conditions.

These cash ﬂows are then extrapolated forward for a further period of 50 years reﬂecting

the long-term nature of the underlying assets, subject to obtaining incremental planning

permissions for our quarries and plants. This is not considered to be a signiﬁcant

judgement.

Discount rate

Forecast pre-tax cash ﬂows for each segment have been discounted at the pre-tax rates

disclosed below. These rates were determined by an external expert based on market

participants’ cost of capital and adjusted to reﬂect factors speciﬁc to each segment.


	Pre-tax discount rates
	2025	2024
Great Britain	12.5%	13.6%
Ireland	9.7%	11.7%
United States	10.7%	11.3%

Long-term growth rates

Cash ﬂow projections assume a growth rate of between 2.3% and 3.5% (2024: between

2.5% and 3.0%) from the fourth year of the value-in-use model, which reﬂects the impact

of longer-term inﬂation projections on future earnings derived from published market data.

Short-term growth rates

Short-term growth rates range between 3.0% and 10.6% on average.

Sensitivity

The Group assessed the impact of reasonably possible changes in key assumptions and

concluded that there would be no impairment in respect of Great Britain, Ireland and the

United States. The table below indicates the changes that, in isolation, would need to be

made to the key assumptions used in the impairment review to lead to an impairment

being recognised.


		Change required for carrying amount to equal recoverable amount
	Headroom £m	Pre-tax discount rate	Long-term growth rate	Short-term growth rate
Great Britain	109.8	+120bps	(110)bps	(270)bps
Ireland	320.9	+630bps	(650)bps	(1,480)bps
United States	107.8	+210bps	(210)bps	(640)bps

Our modelling also considered the near-term capital costs of the implementation of our

carbon reduction strategy that are included in our ﬁnancial plans. It is not possible at

present to quantify in full the gross cost of the transition over the longer-term, but where

appropriate, considerations have been made within our cash ﬂow projections.

Impact of climate change on impairment testing

Impacts related to climate change and the transition to a lower carbon economy

may include:

physical impacts resulting from increased severity and frequency of extreme weather

events, together with impacts arising from longer-term shifts in climate patterns; and

transitional impacts, including changing demand for the Group’s products due to

shifts in policy, regulation (including carbon pricing mechanisms), legal, technological,

market, customer or societal responses to climate change.

The Group’s risk analysis indicates that the physical impacts of climate change are unlikely

to have a signiﬁcant impact on our impairment testing, with our operations typically

located in regions that face relatively low physical challenges from climate change.

Our climate-related disclosures are included in our TCFD report on pages 88 to 95.

The impact of the transition to a lower carbon economy could be more signiﬁcant. Breedon

is committed to net zero by 2050 as well as to the manufacture of cement at our two well-

invested cement plants; however, to achieve net zero will require a signiﬁcant reduction in

our carbon emissions.

Strategic report

Governance

Financial statements

Additional information

183

Notes to the consolidated ﬁnancial statements

Intangible assets

continued

As set out in more detail in our Sustainability report, we have SBTi validated carbon

reduction targets following the 1.5˚C warming pathway. By 2030, we aim to achieve a

23.3% reduction in absolute gross scope 1 and 2 GHG emissions, and scope 3 emissions

from purchased cement and clinker from a 2022 base year. Our long-term SBTi target

commits to reducing our absolute gross scope 1, 2 and 3 GHG emissions 95% by 2050

from the 2022 base year.

We are taking near-term actions based on existing technologies to move towards this

objective. In addition, the Group is working with governments, industry, academia and

the GCCA to explore potential routes to further decarbonisation, including carbon capture

technologies. However these are not yet proven at scale.

The cash ﬂows associated with our near-term plans are incorporated into our impairment

testing along with our best estimate of the longer-term impacts associated with the

transition to net zero. However, it is not possible to quantify these accurately and in full,

nor longer-term changes in consumer behaviour or how demand for cement might be

impacted by price increases needed to recover these costs.

In conducting the impairment tests, we have assumed that future cement volumes remain

broadly in line with current levels and that increased costs, including carbon costs and

increased capital investment are recovered through pricing, consistent with our historic

experience, and that no scalable substitute for concrete emerges in the near term. As the

cost of transition to net zero and the consequent impact on end-market demand becomes

clearer along with the eﬀectiveness of government intervention mechanisms such as

CBAM to regulate imports, these judgements will need to be reﬁned and it is possible that

this may result in future impairment charges.

The directors are aware of the evolving risks attached to climate change and will

regularly assess these risks against estimates made in future value-in-use assessments.

10 Investment in associate and joint ventures

The entities contributing to the Group’s ﬁnancial results are listed on pages 209 to 211.

The Group equity accounts for investments in its associate and joint ventures.



	Associate	Joint ventures	Total
	£m	£m	£m
Carrying value
At 1 January 2024	5.5	9.0	14.5
Share of proﬁt of associate and joint ventures	1.3	2.2	3.5
Dividends received	(1.8)	(1.2)	(3.0)
At 31 December 2024	5.0	10.0	15.0
Share of proﬁt of associate and joint ventures	2.8	1.3	4.1
Dividends received	(4.1)	(1.1)	(5.2)
Additions	-	1.1	1.1
Acquisitions	–	0.7	0.7
Impairment	-	(1.1)	(1.1)
Translation adjustment	–	0.1	0.1
At 31 December 2025	3.7	11.0	14.7

Summary ﬁnancial information of associate and joint ventures



	2025		2024
	Associate	Joint ventures	Associate	Joint ventures
	£m	£m	£m	£m
Non-current assets	21.2	19.5	18.5	15.4
Current assets	57.6	26.3	37.6	19.4
Current liabilities	(56.0)	(24.9)	(35.9)	(22.0)
Non-current liabilities	(3.2)	(2.6)	(5.9)	(1.1)
Net assets	19.6	18.3	14.3	11.7
Revenue	244.6	106.4	199.0	109.9
Proﬁt for the year	7.6	3.0	3.8	4.2

Included within the consolidated results of the Group is the share of proﬁt of the associate

and joint ventures, as presented on the face of the consolidated income statement.

Breedon Group plc

Annual Report and Accounts 2025

184

Notes to the consolidated ﬁnancial statements

Deferred tax



	1 January	Acquisitions	Recognised	Recognised	Translation	31 December
	2025	(note 25)	in income	in equity	adjustments	2025
2025	£m	£m	£m	£m	£m	£m
Property, plant
and equipment	(124.7)	(1.5)	(13.3)	–	(0.1)	(139.6)
Intangible assets	(10.7)	(0.2)	3.6	–	–	(7.3)
Tax losses	6.3	–	11.1	–	–	17.4
Share-based payments	1.8	–	(0.5)	(0.2)	–	1.1
Working capital
and provisions	23.1	0.5	0.5	–	(0.1)	24.0
Derivatives	–	–	–	1.5	–	1.5
	(104.2)	(1.2)	1.4	1.3	(0.2)	(102.9)



	1 January	Acquisitions	Recognised	Recognised	Translation	31 December
	2024	(note 25)	in income	in equity	adjustments	2024
2024	£m	£m	£m	£m	£m	£m
Property, plant
and equipment	(103.3)	(6.3)	(15.7)	–	0.6	(124.7)
Intangible assets	(9.9)	0.2	(1.2)	–	0.2	(10.7)
Tax losses	0.7	–	6.2	–	(0.6)	6.3
Share-based payments	0.9	–	0.6	0.3	–	1.8
Working capital
and provisions	19.6	–	3.4	–	0.1	23.1
	(92.0)	(6.1)	(6.7)	0.3	0.3	(104.2)

There are no unrecognised deferred tax assets or liabilities.

Tax losses of £11.1m relate to deferred tax assets, driven by 100% bonus depreciation arising

in the US.

12 Inventories

| | | |
| --- | --- | --- |
| | |
| | 2025 | 2024 |
| | £m | £m |
| Raw materials and consumables | 61.7 | 59.5 |
| Work in progress | 11.0 | 11.2 |
| Finished goods and goods for resale | 54.4 | 65.0 |
| | 127.1 | 135.7 |

Inventories (being directly attributable costs of production) of £1,113.8m (2024: £982.7m)

have been expensed in the year.

Emission Trading Scheme assets are presented within ﬁnished goods and goods for resale.

Trade and other receivables



	2025	2024
	£m	£m
Trade receivables	197.0	198.3
Amounts due from associate and joint ventures (note 22)	4.5	2.4
Derivative assets	–	0.3
Contract assets	22.6	17.4
Other receivables and prepayments	42.7	42.6
	266.8	261.0



	2025	2024
	£m	£m
Analysed as
Current	263.4	261.0
Non-current	3.4	–
	266.8	261.0

The nature of contract assets has not changed materially during the reporting period.

Strategic report

Governance

Financial statements

Additional information

185

Notes to the consolidated ﬁnancial statements

Interest-bearing loans and borrowings

Net Debt

| | | |
| --- | --- | --- |
| | |
| | 2025 | 2024 Restated

1 |
| | £m | £m |
| Cash and cash equivalents | 115.5 | 70.0 |
| Current borrowings | (49.1) | (49.8) |
| Non-current borrowings | (593.7) | (425.5) |
| Net Debt | (527.3) | (405.3) |
| IFRS 16 lease liabilities | 46.2 | 48.7 |
| Net Debt (excluding IFRS 16 lease liabilities) | (481.1) | (356.6) |

Analysis of borrowings between current and non-current



	2025	2024 Restated 1
	£m	£m
Bank overdrafts	43.9	41.1
Lease liabilities	5.2	8.7
Current borrowings	49.1	49.8
Bank and USPP debt	552.7	385.5
Lease liabilities	41.0	40.0
Non-current borrowings	593.7	425.5

Refer to note 29 for details of the restatement.

During the year, the Group issued €95m of additional notes under the Group’s USPP

programme. The notes have a maturity proﬁle of between 2030 and 2032, with a ﬁxed

interest rate of approximately 4%.

The initial USPP was issued in 2021 with an average ﬁxed coupon of approximately 2% and

comprises £170m denominated in Sterling and €94m denominated in Euro with a maturity

proﬁle between 2028 and 2036.

Interest on the RCF is calculated as a margin referenced to the Group’s Covenant Leverage

plus SONIA, SOFR or EURIBOR according to the currency of borrowing. Margins payable

on the RCF in the period were between 1.65% and 1.95%.

Debt arrangement fees associated with the extension of the RCF amounted to £0.9m

and will be amortised over the remaining life of the facility.

During the prior year, prepaid fees of £1.3m in relation to the old RCF facility were expensed

to the income statement as a non-underlying interest expense.

Borrowing facilities are subject to leverage and interest cover covenants which are

tested half-yearly. The Group remained fully compliant with all covenants during the year.

For more details, refer to note 27.

Reconciliation of cash ﬂow movement to movement in Net Debt

| | | |
| --- | --- | --- |
| | |
| | 2025 | 2024 |
| | £m | £m |
| For the year ended 31 December | | |
| Net increase/(decrease) in cash and cash equivalents | 43.0 | (97.5) |
| Foreign exchange diﬀerences – cash and cash equivalents | (0.3) | (0.5) |
| Net movement in cash and cash equivalents | 42.7 | (98.0) |
| Net cash ﬂow movements in debt ﬁnancing | (132.6) | (44.0) |
| Non-cash movements | | |
| Net of lease additions and disposals | (7.3) | (8.6) |
| Amortisation of loan arrangement fee | (0.8) | (2.2) |
| Debt acquired via acquisitions (note 25) | (22.7) | (87.8) |
| Foreign exchange diﬀerences – interest-bearing loans and borrowings | (1.3) | 5.2 |
| Increase in Net Debt in the year | (122.0) | (235.4) |
| Net Debt as at 1 January | (405.3) | (169.9) |
| Net Debt as at 31 December | (527.3) | (405.3) |

Breedon Group plc

Annual Report and Accounts 2025

186

Notes to the consolidated ﬁnancial statements

Trade and other payables



	2025	2024
	£m	£m
Trade payables	144.2	151.7
Amounts due to associate and joint ventures (note 22)	0.2	–
Contract liabilities	11.5	11.5
Deferred and contingent consideration	8.1	6.4
Derivative liabilities	6.6	–
Other payables and accrued expenses	94.0	91.4
Other taxation and social security	21.3	22.6
	285.9	283.6

The nature of contract liabilities has not changed signiﬁcantly during the reporting period.

Brought forward contract liabilities of £11.5m have all been recognised in revenue during

the year.

16 Provisions

| | | | |
| --- | --- | --- | --- |
| | |
| | Restoration | Other | Total |
| | £m | £m | £m |
| At 1 January 2024 | 91.3 | 3.3 | 94.6 |
| Translation adjustment | (0.4) | – | (0.4) |
| Utilised during the year | (3.1) | – | (3.1) |
| Charged to income statement | 0.1 | – | 0.1 |
| Amounts arising from business combinations | 3.5 | 19.0 | 22.5 |
| Change to capitalised provisions (note 8) | 3.3 | – | 3.3 |
| Unwinding of discount | 4.4 | – | 4.4 |
| At 31 December 2024 | 99.1 | 22.3 | 121.4 |
| Translation adjustment | 0.3 | (1.4) | (1.1) |
| Utilised during the year | (2.8) | (0.7) | (3.5) |
| (Released)/charged to income statement | (3.5) | 8.0 | 4.5 |
| Amounts arising from business combinations (note 25) | 0.6 | 1.3 | 1.9 |
| Change to capitalised provisions (note 8) | (0.8) | – | (0.8) |
| Unwinding of discount | 4.3 | – | 4.3 |
| At 31 December 2025 | 97.2 | 29.5 | 126.7 |



	2025	2024
	£m	£m
Analysed as
Current	38.0	30.0
Non-current	88.7	91.4
	126.7	121.4

Restoration provisions principally comprise provisions for the cost of decommissioning and

restoring sites. The obligation is calculated on a site-by-site basis and is subject to regular

reviews which utilise external data and expertise. Each obligation is discounted to reﬂect

the period over which it is expected to be settled which, on average, is around 10 years.

Nominal discount rates used have been derived using UK, Irish and US Gilt rates.

Other provisions mainly relate to amounts arising on the BMC acquisition. They include

a £10.0m contingent liability for which the Group is fully indemniﬁed, with a matching

indemniﬁcation asset recognised in other receivables. The expected outcome range is

either nil or £10.0m.

Capital, reserves and dividends

Share capital and share premium

All shares issued by Breedon are ordinary shares which have a par value of £0.01 and are

fully paid. The Company has no limit to the number of shares which may be issued.

The holders of ordinary shares are entitled to receive dividends as declared and are entitled

to one vote per share at meetings of the Company.



	Number of ordinary shares (m)
	2025	2024
Issued ordinary shares at beginning of year	343.7	339.7
Issued in connection with:
Exercise of savings-related share options	0.3	0.5
Vesting of Performance Share Plan awards	0.5	0.3
Issued on acquisition of Lionmark (note 25)	2.1	–
Issued on acquisition of BMC	–	3.2
Issued ordinary shares at the end of the year	346.6	343.7

The Company issued 0.3 million (2024: 0.5 million) shares for cash raising £1.2m

(2024: £1.3m) in connection with the exercise of certain savings-related share options,

with £1.2m (2024: £1.3m) recognised as share premium.

Share capital and share premium

continued

Strategic report

Governance

Financial statements

Additional information

187

Notes to the consolidated ﬁnancial statements

Capital, reserves and dividends

continued

The Company issued 0.5 million (2024: 0.3 million) shares for non-cash consideration

of 1.0p (2024: 1.0p) per share, satisﬁed through the capitalisation of retained earnings,

in connection with the vesting of awards under the PSP (note 18).

During 2025, 2.1 million of ordinary shares were issued to the vendor of Lionmark with

£8.0m being recognised within the merger reserve, £0.1m recognised within share capital

and £2.2m recognised within share premium.

During 2024, 3.2 million of ordinary shares were issued to the vendor of BMC, with £12.2m

being recognised within the merger reserve.

Other reserves

Hedging reserve

The hedging reserve comprises the eﬀective portion of the cumulative net change in the

fair value of cash ﬂow hedged instruments related to hedged transactions which have not

yet occurred.

Merger reserve

In 2025, 2.1 million ordinary shares were issued to the vendor of Lionmark, with £8.0m

being recognised as merger reserve. In 2024, 3.2 million of ordinary shares were issued

to the vendor of BMC in 2024, with £12.2m being recognised as merger reserve.

Translation reserve

The translation reserve comprises all foreign exchange diﬀerences arising from the

translation of the ﬁnancial statements of foreign operations as well as from the translation

of the liabilities that hedge the Group’s net investment in foreign operations.

Dividends

Paid in year

Dividends paid comprise the following elements:


	2025	2024
	£m	£m
Dividends paid to Breedon Group plc shareholders	51.1	48.1
Dividends paid to non-controlling interests in consolidated subsidiaries	0.4	0.2
Total dividends paid	51.5	48.3

Amounts recognised as dividends paid to Breedon Group plc shareholders in the year

comprised £51.1m, being £34.6m in respect of the ﬁnal dividend of the year ended

31 December 2024 of 10.0p per share and £16.5m in respect of an interim dividend

of 4.75p per share for the year ended 31 December 2025.

Dividends totalling £0.4m have been paid to non-controlling interests relating to

consolidated subsidiaries accounted for using the anticipated acquisition method which

have been recognised directly in equity. No dividend has been paid to non-controlling

interests relating to other consolidated subsidiaries.

Future dividends

The directors have proposed a ﬁnal dividend in respect of the ﬁnancial year ended

31 December 2025 of 10.25p per share which will absorb an estimated £35.5m of

shareholders’ funds. Assuming the ﬁnal dividend is approved by shareholders at the Annual

General Meeting of the Company to be held on 29 April 2026, the ﬁnal dividend will be paid on

10 July 2026 to shareholders who are on the register at the close of business on 29 May 2026.

Share-based payments

Share-based payments to employees include PSP awards made to senior executives

and voluntary participation in savings-related share option schemes (‘Sharesave

Schemes’) for the wider workforce.

Under the PSP, awards may be granted to key senior employees as either a conditional

award or as a nil paid (or nominal) cost award. Awards will normally vest three years

after grant subject to satisfaction of the relevant performance conditions; for certain

employees these may be subject to an additional two-year holding period.

Restricted stock unit (‘RSU’) awards may be granted to key senior employees in the US.

Awards will normally vest three years after grant subject to satisfaction of the relevant

performance conditions.

The deferred share bonus plan (‘DSBP’) relates to the deferral into shares of one third of any

annual bonus paid to the executive directors. The shares are deferred for two years.

Sharesave Schemes (including the US ESPP) are open to all eligible employees in the UK,

RoI and US. The UK and RoI schemes have a term of either three or ﬁve years. The US

scheme has a total term of three years.

Further details of the interests of the directors in the PSP, DBSP and the Breedon Sharesave

Schemes, can be found in the Directors’ Remuneration report from pages 132 to 148.

Breedon Group plc

Annual Report and Accounts 2025

188

Notes to the consolidated ﬁnancial statements

Share-based payments

continued

Movements in outstanding options and awards



	Outstanding				Outstanding
	at 1 Jan				at 31 Dec
Share options (millions)	2025	Granted	Vested	Lapsed	2025
PSP – non-market-based performance
conditions	2.0	0.7	(0.2)	(0.4)	2.1
PSP – market-based performance
conditions	1.4	0.6	(0.2)	(0.3)	1.5
DSBP – no performance conditions	–	0.1	–	–	0.1
RSU – no performance conditions	–	0.3	–	–	0.3
Sharesave Schemes	4.1	0.9	(0.4)	(0.6)	4.0
	7.5	2.6	(0.8)	(1.3)	8.0

All PSP and RSU share awards are structured as conditional awards. The exercise price for

outstanding Sharesave Schemes at 31 December 2025 is between £3.02 and £4.19.

Options granted during the year

The fair value of options and awards granted during the year, and the key inputs used

to derive the fair value, were as follows:



	PSP – non-	PSP – market-	DSBP – non	RSU – non
	market-based	based	market based	market based
	performance	performance	performance	performance
	conditions	conditions	conditions	conditions	Sharesave
Fair value at grant date	£4.28	£2.95	£4.28	£4.38	£0.93 – £1.23
Valuation model	Black-Scholes	Stochastic Black-Scholes Black-Scholes Black-Scholes
Exercise price	–	–	-	–	£3.81 – £4.19
Share price at grant date	£4.28	£4.28	£4.28	£4.38	£4.50
Holding period	0 – 2 years	0 – 2 years	–	–	0 – 1 year
Expected volatility	24% – 27%	24% – 27%	–	–	24% – 28%
Risk-free rate	3.96% – 4.04%	3.96% – 4.04%	–	–	3.95% – 4.23%
Vesting period	3 years	3 years	2 years	3 years	2 – 5 years
Expected dividend yield	n/a	n/a	n/a	n/a	3.22%

Where share awards contain mechanisms to compensate for the dilutive impact of

dividends paid during the vesting period, no dividend yield has been incorporated into

the calculation of the fair value of those awards.

Expected volatility has been calculated on share price movements compared to historic

option values, over the period consistent with the holding period prior to the date of grant.

Financial instruments

The Group has the following ﬁnancial assets and liabilities:

| | | | |
| --- | --- | --- | --- |
| | |
| | 2025 | | |
| | | Non- | |
| | | ﬁnancial | Financial |
| | Book value | instruments | instruments |
| | £m | £m | £m |
| Financial assets | | | |
| Trade and other receivables | 266.8 | 15.4 | 251.4 |
| Cash and cash equivalents | 115.5 | – | 115.5 |
| Total ﬁnancial assets | 382.3 | 15.4 | 366.9 |
| Financial liabilities | | | |
| Borrowings | (596.6) | 2.9 | (599.5) |
| Lease liabilities | (46.2) | – | (46.2) |
| Trade and other payables | (285.9) | (32.5) | (253.4) |
| Total ﬁnancial liabilities | (928.7) | (29.6) | (899.1) |



		2024 Restated 1
		Non-ﬁnancial	Financial
	Book value	instruments	instruments
	£m	£m	£m
Financial assets
Trade and other receivables	261.0	13.9	247.1
Cash and cash equivalents	70.0	–	70.0
Total ﬁnancial assets	331.0	13.9	317.1
Financial liabilities
Borrowings	(426.6)	2.8	(429.4)
Lease liabilities	(48.7)	–	(48.7)
Trade and other payables	(283.6)	(34.1)	(249.5)
Total ﬁnancial liabilities	(758.9)	(31.3)	(727.6)

Refer to note 29 for details of the restatement.

The Group has exposure to the following risks from its use of ﬁnancial instruments:

Credit risk

Foreign exchange risk

Liquidity risk

Interest rate risk

Strategic report

Governance

Financial statements

Additional information

189

Notes to the consolidated ﬁnancial statements

Financial instruments

continued

Credit risk

Credit risk is the risk of ﬁnancial loss to the Group if a customer or counterparty to a ﬁnancial

instrument fails to meet their contractual obligations. Credit risk arises principally from

the Group’s cash and cash equivalents held with ﬁnancial counterparties and the Group’s

receivables due from customers.

Management has a credit policy in place and exposure to credit risk is monitored on an

ongoing basis. At the reporting date there were no signiﬁcant concentrations of customer

credit risk.

Credit risk associated with cash balances is managed and limited by transacting with

ﬁnancial institutions with high-quality credit ratings.

Exposure to credit risk

The carrying amount of ﬁnancial assets at the reporting date represents the maximum

credit exposure. The maximum exposure to credit risk at the reporting date was:



	Carrying amount
	2025	2024 Restated 1
	£m	£m
Trade and other receivables	251.4	247.1
Cash and cash equivalents	115.5	70.0
	366.9	317.1

Refer to note 29 for details of the restatement.

The maximum exposure to credit risk for trade and other receivables by reportable

segment was:



	Carrying amount
	2025	2024 Restated 1
	£m	£m
Great Britain	161.9	160.3
Ireland	45.0	48.9
United States	44.3	37.5
Central administration	0.2	0.4
	251.4	247.1

Restated to reﬂect the changes from a divisional management structure to a country-based management

structure in 2025.

Management considers that the credit quality of the various receivables is good in respect

of the amounts outstanding. The Group has no individually signiﬁcant customers and the

majority of the Group’s customers are end-user customers. Credit insurance is in place to

cover the majority of the Group’s private sector UK and Ireland trade receivables, subject

to an aggregate ﬁrst loss. The Group has fully provided for all its doubtful debt exposure.

The remaining credit risk is therefore considered to be low. Balances are only written oﬀ

when the Group has exhausted all options to recover the amounts receivable.

The ageing of trade and other receivables at the reporting date was:


	2025			2024
	Gross	Impairment	Net	Gross	Impairment	Net
	£m	£m	£m	£m	£m	£m
Not past due	219.1	(2.8)	216.3	218.9	(3.9)	215.0
Past due
0-30 days	24.5	(0.6)	23.9	19.1	(0.6)	18.5
Past due
31-60 days	5.5	(0.3)	5.2	9.3	(0.7)	8.6
Past due more
than 60 days	9.5	(3.5)	6.0	8.4	(3.4)	5.0
	258.6	(7.2)	251.4	255.7	(8.6)	247.1

Provisions for impairment of trade and other receivables are calculated on a lifetime

expected loss model in line with IFRS 9 Financial Instruments. The key inputs in determining

the level of provision are the historical level of bad debts experienced by the Group and

ageing of outstanding amounts. Movements during the year were as follows:



	2025	2024
	£m	£m
At 1 January	8.6	6.9
Charged to the consolidated income statement during the year	2.2	3.5
Business combination	0.4	1.0
Utilised during the year	(2.2)	(1.7)
Unused amounts released	(1.8)	(1.1)
At 31 December	7.2	8.6

Breedon Group plc

Annual Report and Accounts 2025

190

Notes to the consolidated ﬁnancial statements

Financial instruments

continued

Foreign exchange risk

Transactional

The Group has limited transactional currency exposures arising on sales and purchases made

in currencies other than the functional currency of the entity making the sale or purchase.

Signiﬁcant exposures which are deemed at least highly probable are matched where possible.

Translation

The Group has signiﬁcant net assets denominated in Euro and US Dollars. The translation of

these balances into Sterling for reporting purposes exposes the Group to foreign exchange

movements in the consolidated statement of ﬁnancial position and consolidated income

statement, along with a corresponding impact on certain key performance indicators.

The Group’s strategy is to mitigate this risk through utilising Euro and US Dollar borrowings

as a hedge against movements in the Sterling value of Euro and US Dollar investments.

The level of this hedge is currently managed with the objective of mitigating the impact

of foreign exchange movements on Covenant Leverage.

Currency analysis and exchange rate sensitivity

Foreign currency ﬁnancial assets and liabilities, translated into Sterling at the closing rate,

are as follows:


	2025				2024 Restated 1
	Sterling	Euro	US Dollar	Total	Sterling	Euro	US Dollar	Total
	£m	£m	£m	£m	£m	£m	£m	£m
Financial assets
Trade and other
receivables	177.6	29.7	44.1	251.4	181.1	28.5	37.5	247.1
Cash and cash
equivalents	69.8	18.2	27.5	115.5	44.5	23.9	1.6	70.0
Total ﬁnancial assets	247.4	47.9	71.6	366.9	225.6	52.4	39.1	317.1
Financial liabilities
Borrowings	(208.4)	(257.5)	(133.6)	(599.5)	(208.6)	(169.0)	(51.8)	(429.4)
Lease liabilities	(44.6)	(0.7)	(0.9)	(46.2)	(47.3)	–	(1.4)	(48.7)
Trade and other
payables	(202.9)	(34.8)	(15.7)	(253.4)	(204.9)	(33.3)	(11.3)	(249.5)
Total ﬁnancial
liabilities	(455.9)	(293.0)	(150.2)	(899.1)	(460.8)	(202.3)	(64.5)	(727.6)

Refer to note 29 for details of the restatement.


	2025		2024
	Euro	US Dollar	Euro	US Dollar
	£m	£m	£m	£m
Potential impact on proﬁt before taxation – gain/(loss)
10% appreciation in foreign currency	(1.6)	0.7	1.9	1.1
10% depreciation in foreign currency	1.3	(0.6)	(1.3)	(0.9)


	2025		2024
	Euro	US Dollar	Euro	US Dollar
	£m	£m	£m	£m
Potential impact on other comprehensive income – gain/(loss)
10% appreciation in foreign currency	(27.2)	(8.7)	(16.7)	(2.8)
10% depreciation in foreign currency	22.3	7.2	13.6	2.3

Strategic report

Governance

Financial statements

Additional information

191

Notes to the consolidated ﬁnancial statements

Financial instruments

continued

Signiﬁcant exchange rates

The following signiﬁcant exchange rates applied during the year:



	2025		2024
	Average rate	Year-end rate	Average rate	Year-end rate
Sterling/Euro	1.17	1.15	1.18	1.21
Sterling/US Dollar	1.32	1.35	1.29	1.26

Liquidity risk

Liquidity risk is the risk that the Group does not have suﬃcient ﬁnancial resources to meet

obligations as they fall due. The Group manages liquidity risk by monitoring forecasts and

cash ﬂows and negotiating appropriate bank facilities. The Group uses term and revolving

bank facilities and suﬃcient headroom is maintained above peak requirements to meet

unforeseen events.

The following are the contractual maturities of ﬁnancial liabilities, including estimated

interest payments, assuming the current utilisation remains until the contract matures:

| | | | | | |
| --- | --- | --- | --- | --- | --- |
| | |
| | Carrying | Contractual | Within | Between one | More than |
| | amount | cash ﬂows | one year | and ﬁve years | ﬁve years |
| 31 December 2025 | £m | £m | £m | £m | £m |
| Non-derivative | | | | | |
| ﬁnancial liabilities | | | | | |
| Overdrafts | | | | | |
| – Sterling | 38.4 | 38.4 | 38.4 | – | – |
| – Euro | 5.5 | 5.5 | 5.5 | – | – |
| Revolving Credit Facility | | | | | |
| – Sterling | – | 4.3 | 1.2 | 3.1 | – |
| – Euro | 87.2 | 99.0 | 3.3 | 95.7 | – |
| – US Dollar | 133.6 | 164.0 | 8.6 | 155.4 | – |
| USPP loan notes | | | | | |
| – Sterling | 170.0 | 199.6 | 3.9 | 39.8 | 155.9 |
| – Euro | 164.8 | 187.9 | 4.2 | 86.8 | 96.9 |
| Lease liabilities | 46.2 | 67.9 | 7.2 | 23.1 | 37.6 |
| Trade and other payables | 253.4 | 253.4 | 253.4 | – | – |
| | 899.1 | 1,020.0 | 325.7 | 403.9 | 290.4 |



	Carrying	Contractual	Within	Between one	More than
	amount	cash ﬂows	one year	and ﬁve years	ﬁve years
31 December 2024 Restated 1	£m	£m	£m	£m	£m
Non-derivative
ﬁnancial liabilities
Overdrafts
– Sterling	28.6	28.6	28.6	–	–
– Euro	12.5	12.5	12.5	–	–
Revolving Credit Facility
– Sterling	10.0	18.0	2.2	15.8	–
– Euro	78.6	92.6	3.9	88.7	–
– US Dollar	51.8	63.7	3.3	60.4	–
USPP loan notes
– Sterling	170.0	203.6	4.0	40.3	159.3
– Euro	77.9	83.2	0.9	42.3	40.0
Lease liabilities	48.7	74.9	9.0	23.3	42.6
Trade and other payables	249.5	249.5	249.5	–	–
	727.6	826.6	313.9	270.8	241.9

Refer to note 29 for details of the restatement.

Interest rate risk

The Group borrows at ﬂoating and ﬁxed interest rates. At the reporting date the interest

rate proﬁle of the Group’s interest-bearing ﬁnancial instruments was:




	2025	2024 Restated 1
	£m	£m
Fixed rate instruments
Financial liabilities	(381.0)	(296.6)
Variable rate instruments
Financial assets	115.5	70.0
Financial liabilities	(264.7)	(181.5)

Refer to note 29 for details of the restatement.

Fair value sensitivity analysis for ﬁxed rate instruments

The Group does not account for any ﬁxed rate ﬁnancial assets and liabilities at fair value

through proﬁt or loss. Therefore, a change in interest rates at the reporting date would not

aﬀect proﬁt or loss.

Breedon Group plc

Annual Report and Accounts 2025

192

Notes to the consolidated ﬁnancial statements

Financial instruments

continued

Cash ﬂow sensitivity analysis for variable rate instruments

As at 31 December 2025, drawn borrowings on the USPP are ﬁxed rate and are not exposed

to interest rate ﬂuctuations. The RCF is subject to variable interest rates. An increase of 100

basis points in interest rates in respect of variable rate instruments at the reporting date

values would decrease proﬁt for the year by £2.2m (2024: decrease of £1.5m). A decrease

of 100 basis points would increase proﬁt for the year by £2.2m (2024: increase of £1.5m).

These analyses assume that all other variables remain constant.

Fair values versus carrying amounts

The directors consider that the carrying amounts recorded in the ﬁnancial information

in respect of ﬁnancial assets and liabilities, which are carried at amortised cost, approximate

to their fair values with the exception of the £334.8m of USPP loan note liabilities which

have an estimated fair value of £287.8m, valued as Level 3 according to the deﬁnitions

below. Derivative ﬁnancial assets and liabilities are carried at fair value. The diﬀerent levels

are deﬁned as follows:

Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – inputs other than quoted prices included within Level 1 that are observable

for the asset or liability, either as a direct price or indirectly derived from prices; and

Level 3 – inputs for the asset or liability that are not based on observable market data.

The fair values of the derivative ﬁnancial assets and liabilities are based on bank valuations.

Capital management

The Board’s capital management policy is to maintain a strong balance sheet, providing

ﬂexibility to pursue growth opportunities. The Board seeks to maintain a balance

between the higher returns that might be possible with higher levels of borrowing and

the advantages and security aﬀorded by a sound capital position.

In maintaining the Group’s capital structure in line with these principles, the Board may

choose to adjust amounts paid as dividends to shareholders, issue new equity or dispose

of assets as required.

The ﬁnancial covenants associated with the Group’s borrowings are a maximum leverage

ratio and a minimum interest cover. Covenants are tested half-yearly and the Group

remained compliant during the period.

20 Leases

Right-of-use assets

| | | | |
| --- | --- | --- | --- |
| | | Plant, | |
| | Land and | equipment | |
| | buildings | and vehicles | Total |
| | £m | £m | £m |
| Cost | | | |
| Balance at 1 January 2025 | 59.8 | 29.6 | 89.4 |
| Acquired on business combinations (note 25) | 0.6 | – | 0.6 |
| Additions | 4.0 | 3.5 | 7.5 |
| Disposals and impairments | (2.1) | (1.8) | (3.9) |
| Transfer to owned assets (note 8) | – | (0.2) | (0.2) |
| Translation adjustment | (0.1) | – | (0.1) |
| Balance at 31 December 2025 | 62.2 | 31.1 | 93.3 |
| Depreciation | | | |
| Balance at 1 January 2025 | 18.2 | 24.7 | 42.9 |
| Charge for the year | 4.3 | 3.7 | 8.0 |
| Disposals and impairments | (1.1) | (1.8) | (2.9) |
| Balance at 31 December 2025 | 21.4 | 26.6 | 48.0 |
| Net book value | | | |
| At 31 December 2025 | 40.8 | 4.5 | 45.3 |
| Cost | | | |
| Balance at 1 January 2024 | 51.2 | 32.7 | 83.9 |
| Acquired on business combinations (note 25) | 1.2 | – | 1.2 |
| Additions | 8.3 | 0.3 | 8.6 |
| Disposals and impairments | (0.9) | (3.4) | (4.3) |
| Balance at 31 December 2024 | 59.8 | 29.6 | 89.4 |
| Depreciation | | | |
| Balance at 1 January 2024 | 14.8 | 24.0 | 38.8 |
| Charge for the year | 4.0 | 4.1 | 8.1 |
| Disposals and impairments | (0.6) | (3.4) | (4.0) |
| Balance at 31 December 2024 | 18.2 | 24.7 | 42.9 |
| Net book value | | | |
| At 31 December 2024 | 41.6 | 4.9 | 46.5 |

Strategic report

Governance

Financial statements

Additional information

193

Notes to the consolidated ﬁnancial statements

20 Leases

continued

Lease liabilities are secured on the assets to which they relate and are payable as follows:



	2025	2024
Minimum lease payments	£m	£m
Less than one year	7.2	9.0
Between one and ﬁve years	23.1	23.3
More than ﬁve years	37.6	42.6
	67.9	74.9

The value of lease payments inclusive of capital repayments and interest made during the

year were £13.2m (2024: £12.3m).

Movements between owned and leased assets

Items transferred to owned assets represent leases where the liability has been fully repaid

in the normal course of business and legal ownership of the asset has transferred to the

Group. Where an underlying physical asset is purchased by the Group and this causes an

existing lease to end, this is presented as an addition to owned assets within note 8 and as a

disposal of a leased asset within this note.

Capital commitments

At 31 December 2025, the Group had commitments to purchase property, plant and

equipment for £19.4m (2024: £13.7m). These commitments are expected to be settled

during the course of 2026.

Related parties

During the year the Group supplied services and materials to, and purchased services and

materials from, its associate and joint ventures on an arm’s length basis.

The Group had the following transactions with these related parties during the year:



	Sales	Purchases	Receivables	Payables
	£m	£m	£m	£m
2025
BEAR Scotland	37.0	–	1.0	–
Joint ventures	21.4	8.5	3.5	0.2
	58.4	8.5	4.5	0.2
2024
BEAR Scotland	21.9	–	1.3	–
Joint ventures	6.0	2.4	1.1	0.1
	27.9	2.4	2.4	0.1

Parent and ultimate controlling party

The Company’s shares are traded on the Premium Segment of the Main Market of the

London Stock Exchange. The Company’s shareholder base is monitored on a regular basis.

There is no controlling party and the Company does not have a parent.

Transactions with directors and directors’ shareholdings

Details of transactions with directors, directors’ shareholdings and outstanding share

options and awards are given in the Directors’ Remuneration report on pages 132 to 148.

Breedon Group plc

Annual Report and Accounts 2025

194

Notes to the consolidated ﬁnancial statements

Earnings per share

Basic earnings per share amounts are calculated by dividing proﬁt for the year attributable

to Breedon Group shareholders by the weighted average number of ordinary shares

outstanding during the year.

Diluted earnings per share amounts are calculated by dividing proﬁt for the year

attributable to Breedon Group shareholders by the weighted average number of ordinary

shares outstanding during the year plus the weighted average number of ordinary shares

that would be issued on the conversion of all the potential dilutive ordinary shares into

ordinary shares.

Calculations of these measures and reconciliations to related alternative performance

measures are as follows:

Basic EPS to Adjusted Underlying Basic EPS



	2025			2024
	Earnings	Shares	EPS	Earnings	Shares	EPS
	£m	millions	pence	£m	millions	pence
Basic EPS	83.8	346.0	24.2	96.2	342.8	28.1
Adjustments to
earnings
Non-underlying
items (note 3)	26.4	–	7.6	21.8	–	6.3
Adjusted Underlying
Basic EPS	110.2	346.0	31.8	118.0	342.8	34.4

Diluted EPS to Adjusted Underlying Diluted EPS



	2025			2024
	Earnings	Shares	EPS	Earnings	Shares	EPS
	£m	millions	pence	£m	millions	pence
Diluted EPS	83.8	346.3	24.2	96.2	343.7	28.0
Adjustments to
earnings
Non-underlying
items (note 3)	26.4	–	7.6	21.8	–	6.3
Adjusted Underlying
Diluted EPS	110.2	346.3	31.8	118.0	343.7	34.3

Dilutive items in both the current and prior year related to share-based payments. Details of

the Group’s share schemes, which may become dilutive in the future, are set out in note 18.

Contingent liabilities

The Group has guaranteed its share of the banking facilities of BEAR Scotland. The maximum

liability at 31 December 2025 amounted to £2.9m (2024: £2.9m). This has been accounted

for as a Financial Guarantee Contract in line with IFRS 9 Financial Instruments.

The Group has guaranteed the performance of the BEAR Scotland contracts in respect

of the maintenance of certain trunk roads in the North-West and South-East of Scotland and

in respect of the M80 operating and maintenance contract. The Group has also guaranteed

the performance of the Breedon Colas contract in respect of Lot 1 of the North Super Region

of the Pavement Delivery Framework issued by National Highways. These guarantees have

been accounted for as insurance contracts in line with IFRS 17 Insurance Contracts.

For the year ended 31 December 2025, the Group has elected to take advantage of Section

479A of the Companies Act 2006 for the following subsidiary companies. As a result, these

companies are exempt from the requirement to perform an audit of the individual ﬁnancial

statements and the Company guarantees all outstanding liabilities to which the subsidiary

companies are subject.



	Country of incorporation or
Name of undertaking	registration	Company registration number
Alliance Recycling (UK) Ltd	England and Wales	09418245
Alpha Resource Management Ltd	Northern Ireland	NI 059764
Breedon Bow Highways Limited	England and Wales	9804033
Breedon Facilities Management Limited	Scotland	SC205744
Breedon Investment UK Limited	England and Wales	15532326
Breedon Midco Limited	England and Wales	14777332
Breedon Whitemountain Ltd	Scotland	SC521760
Lagan Asphalt UK Limited	Northern Ireland	NI 626706
Lagan Asphalt Group Limited	Northern Ireland	NI073968
Minster Surfacing Limited	England and Wales	04084446
Robinson Quarry Masters Limited	Northern Ireland	NI 009269
Tor Multimix Limited	England and Wales	04590335

Strategic report

Governance

Financial statements

Additional information

195

Notes to the consolidated ﬁnancial statements

25 Acquisitions

Current year acquisitions

The Group completed four acquisitions in the period, being Lionmark Construction

Companies LLC, Tipperary Asphalt Limited, Tor Multimix Limited and Hardcrete Limited.

Lionmark Construction Companies LLC (‘Lionmark’)

On 5 March 2025, the Group completed the acquisition of 100% of the issued share capital

of Lionmark Construction Companies LLC and the trade and certain assets of Missouri

Petroleum Products Company (together, “Lionmark”), a construction materials and

surfacing business. The transactions together constituted a single business combination

and have been accounted for accordingly.

The fair values in respect of the identiﬁable assets acquired and liabilities assumed are set

out below:



	Fair value on
	acquisition
	£m
Intangible assets	114.1
Property, plant and equipment	42.6
Investments in joint ventures	0.7
Inventories	4.4
Trade and other receivables	13.2
Cash and cash equivalents	2.7
Trade and other payables	(11.0)
Provisions	(0.7)
Borrowings	(17.2)
Deferred tax liabilities	(0.7)
Total acquired net assets	148.1
Cash consideration on completion	159.5
Equity consideration	10.4
Total consideration payable	169.9
Goodwill arising	21.8

Equity consideration

Equity consideration comprises 2,146,402 ordinary shares issued to the vendor, valued

based on the market price of those shares at the date of acquisition.

Fair value adjustments

Fair value adjustments are inclusive of adjustments to:

recognise intangible assets, including the value of acquired customer relationships and

order books. The value of these assets was assessed with the support of a third party

corporate ﬁnance specialist using an excess earnings method, based on estimated cash

ﬂows (see accounting policies, on page 171);

revalue certain items of property, plant and equipment to reﬂect the fair value at date of

acquisition;

working capital accounts to reﬂect fair value; and

restoration provisions to reﬂect costs to comply with environmental and other

legislation.

The goodwill arising represents the strategic geographic location of assets acquired, the

potential for future growth and the skills of the existing workforce and management team.

Goodwill is deductible for tax purposes.

Since the interim results were published, goodwill has fallen by £1.5m, mainly due to fair

value adjustments to property, plant and equipment.

Other current year acquisitions

The directors consider the remaining acquisitions completed in the year, being 100%

of the share capital of Tor Multimix Limited (31 March 2025), 100% of the share capital

of Tipperary Asphalt Limited (31 May 2025), and the trade and assets of Hardcrete Limited

(28 November 2025) to be individually immaterial, but material in aggregate.

Breedon Group plc

Annual Report and Accounts 2025

196

Notes to the consolidated ﬁnancial statements

25 Acquisitions

continued

The combined provisional fair values in respect of the identiﬁable assets acquired and

liabilities assumed are set out below:



	Provisional
	fair value on
	acquisition
	£m
Intangible assets	0.5
Property, plant and equipment	5.7
Right-of-use assets	0.6
Inventories	0.1
Trade and other receivables	0.7
Cash and cash equivalents	0.1
Trade and other payables	(1.0)
Provisions	(1.2)
Borrowings	(5.5)
Deferred tax liabilities	(0.5)
Total acquired net liabilities	(0.5)
Cash consideration on completion	3.2
Deferred consideration	2.5
Contingent consideration	0.2
Total consideration payable	5.9
Goodwill arising	6.4

Fair value adjustments

The fair value adjustments primarily comprised:

intangible assets, including the value of acquired customer relationships; and

deferred tax balances.

The goodwill arising represents expected synergies, the potential for future growth,

and the skills of the existing workforce.

Impact of current year acquisitions

Income statement

During the period, the Lionmark acquisition (which was acquired 5 March 2025), contributed

revenues of £161.4m, Underlying EBITDA of £21.1m and proﬁt before taxation of £14.0m to the

results of the Group.

Other current year acquisitions contributed revenues of £3.0m, Underlying EBITDA of

£(0.2)m and a loss before taxation of £0.7m to the results of the Group.

Had these acquisitions occurred on 1 January 2025, the results of the Group for the year ended

31 December 2025 would have shown revenue of £1,724.3m, Underlying EBITDA of £275.1m

and proﬁt before taxation of £100.1m.

Cash ﬂow

The cash ﬂow impact of acquisitions in the year can be summarised as follows:



	£m
Consideration – cash	162.7
Cash and cash equivalents acquired	(2.8)
Net cash consideration shown in the consolidated statement of cash ﬂows	159.9

Acquisition costs

The Group incurred acquisition-related costs of £3.8m (2024: £10.2m) which included

external professional fees in relation to these acquisitions. These are presented as non-

underlying operating costs (note 3).

Prior year acquisitions

The Group acquired one individually material acquisition in the prior year being BMC

Enterprises, Inc (6 March 2024) and three individually immaterial acquisitions, being Eco-

Asphalt Supplies Limited (31 January 2024), 80% of the share capital of Phoenix Surfacing

Limited (1 April 2024) and the trade and assets of Building Products Inc. (18 October 2024)

for a total consideration of £197.1m. No additional adjustments have been made in respect

of these acquisitions within the measurement period and the provisional values reported in

the prior year are now considered ﬁnal.

Strategic report

Governance

Financial statements

Additional information

197

Notes to the consolidated ﬁnancial statements

Accounting estimates and judgements

Preparation of ﬁnancial information requires management to make judgements, estimates

and assumptions that aﬀect the application of accounting policies and the reported amounts

of assets, liabilities, income and expenses. Actual results may diﬀer from these estimates.

Estimates and their associated underlying assumptions are reviewed on an ongoing basis.

Revisions to accounting estimates are recognised in the period in which the estimate is

revised and in any future periods aﬀected.

In particular, information about signiﬁcant areas of estimation uncertainty and critical

judgements in applying accounting policies that have the most signiﬁcant eﬀect on the

amounts recognised in the ﬁnancial information are described below.

Accounting estimates

Restoration provisions

Restoration provisions principally comprise provisions for the cost of decommissioning and

restoring sites. This is an inherently subjective calculation and there is signiﬁcant estimation

required to determine the future cost of the approved restoration scheme.

Estimated future cash ﬂows have been determined on a site-by-site basis based on the

present day cost of restoration. An increase in these gross cash ﬂow assumptions

of 10% would result in an increase to the restoration liability of £9.3m. The estimated cost

of restoration is subject to both internal and external expert evaluation in order to mitigate

the risk of material error.

These cash ﬂows are inﬂated to the point that the cash ﬂow is expected to occur and

discounted, at a rate which reﬂects both the time value of money and the risk-free rate,

in order to derive the net present value of the obligation as at the balance sheet date.

The discount and long-term inﬂation rates used in this calculation are between 2.2 and

5.2% and 1.8 and 3.0% respectively. A 100bps increase in discount rate or decrease in the

long-term inﬂation rate would result in a decrease in the value of restoration provisions

by £8.0m or £8.4m respectively. A 100bps decrease in discount rate or increase in the

long-term inﬂation rate would result in an increase in the value of restoration provisions

by £9.4m or £9.7m respectively.

Restoration dates have been determined as the earlier of the date at which reserves are

expected to be exhausted or planning permission on reserves is expected to expire.

Reasonably possible changes in restoration dates would not have a material impact

on the ﬁnancial statements, and management does not consider restoration dates to be

signiﬁcant estimates.

Accounting judgements

Impact of climate change on impairment review

The Group is committed to achieving net zero by 2050, as well as to the manufacture of

cement at its two well-invested cement plants; however, to achieve net zero is likely to

require a signiﬁcant reduction in carbon emissions.

The cash ﬂows used in our impairment review are underpinned by a judgement that future

cement volumes remain broadly in line with current levels and that increased costs to

achieve net zero will be recovered through market acceptance of increased pricing.

See note 9 for additional detail and further information on how the impact of climate

change and the estimation uncertainty involved has been considered through the

impairment testing.

Reconciliation to non-GAAP measures

Non-GAAP performance measures are used throughout this Annual Report and these

consolidated ﬁnancial statements. This note provides a reconciliation between these

alternative performance measures to the most directly related statutory measures.

These measures are not a substitute for, or superior to, any IFRS measures of performance.

Management believes these measures allow an understanding of the Group’s underlying

business performance. They are deﬁned as:

Underlying EBITDA margin

Underlying EBITDA margin is a proﬁtability ratio that measures how much Underlying

EBITDA the business generates as a percentage of its revenue. It shows the core operating

performance of the business before the impact of non-underlying items.

Breedon Group plc

Annual Report and Accounts 2025

198

Notes to the consolidated ﬁnancial statements

Reconciliation to non-GAAP measures

continued

Reconciliation of earnings-based alternative performance measures


					Share of
				Central	proﬁt of
				administration	associate
	Great		United	and	and joint
	Britain	Ireland	States	eliminations	ventures	Total
2025	£m	£m	£m	£m	£m	£m
Revenue	1,116.1	291.6	316.1	(10.0)	–	1,713.8
Proﬁt from operations						134.8
Non-underlying
items (note 3)						34.9
Share of proﬁt
of associate and
joint ventures	–	–	–	–	(4.1)	(4.1)
Depreciation and mineral
depletion	81.2	12.5	19.2	0.3	–	113.2
Underlying EBITDA	185.2	64.3	42.8	(13.5)	–	278.8
Underlying EBITDA margin	16.6%	22.1%	13.5%	–	–	16.3%


					Share of
				Central	proﬁt of
				administration	associate
	Great		United	and	and joint
	Britain	Ireland	States	eliminations	ventures	Total

2024 Restated 1	£m	£m	£m	£m	£m	£m
Revenue	1,155.8	297.6	132.5	(9.6)	–	1,576.3
Proﬁt from operations						149.6
Non-underlying
items (note 3)						24.1
Share of proﬁt
of associate and
joint ventures	–	–	–	–	(3.5)	(3.5)
Depreciation and mineral
depletion	78.0	13.0	8.4	0.3	–	99.7
Underlying EBITDA	192.7	68.9	24.8	(16.5)	–	269.9
Underlying EBITDA margin	16.7%	23.2%	18.7%	–	–	17.1%

Restated to reﬂect the changes from a divisional management structure to a country-based management

structure in 2025.

Like-for-like alternative performance measures

There are a number of references throughout this report to like-for-like revenue, earnings

and volumes. Like-for-like numbers adjust for the impact of acquisitions, disposals

and material currency ﬂuctuations. Currency ﬂuctuations are calculated on a constant

currency basis by applying the average exchange rate for the prior period to the current

local currency amount. Like-for-like measures have been used alongside non-like-for-like

measures to help the Group better communicate performance in the year when compared

to previous reporting periods.

Covenant Leverage

Covenant Leverage is deﬁned as the ratio of Underlying EBITDA to Net Debt, with

both Underlying EBITDA and Net Debt adjusted to reﬂect the material items which are

adjusted by the Group and its lenders in determining leverage for the purpose of assessing

covenant compliance and, in the case of our bank facilities, the margin payable on drawn

borrowings. In both the current and prior year, the only material adjusting item was the

impact of IFRS 16 Leases.

Net Debt

Net Debt is calculated as the net of cash and cash equivalents and interest-bearing

loans and borrowings (both current and non-current). It is a measure of the Group’s net

indebtedness that provides an indicator of the overall balance sheet strength. Net Debt is

also shown on a pre-IFRS 16 basis as the Group’s banking covenants and margins payable

on bank borrowings are calculated on this basis.


	2025	2024
	£m	£m
Underlying EBITDA	278.8	269.9
Impact of IFRS 16	(10.8)	(11.0)
Underlying EBITDA for covenants	268.0	258.9
Net Debt (excluding IFRS 16) (note 14)	481.1	356.6
Covenant Leverage	1.8x	1.4x
Covenant Leverage threshold	Under 3.0x	Under 3.0x

Strategic report

Governance

Financial statements

Additional information

199

Reconciliation to non-GAAP measures

continued

Notes to the consolidated ﬁnancial statements

Interest Cover

Interest Cover is deﬁned as the ratio of Underlying EBITDA to interest expense, with both

Underlying EBITDA and interest charged adjusted to reﬂect the material items which

are adjusted by the Group and its lenders in determining Interest Cover for the purpose

of assessing covenant compliance. In both the current and prior year, the only material

adjusting item was the impact of IFRS 16 Leases.



	2025	2024
	£m	£m
Underlying EBITDA for covenants	268.0	258.9
Interest expense (note 6)	21.8	15.9
Interest Cover	12.3x	16.3x
Interest Cover covenant threshold	Over 3.5x	Over 3.5x

Free Cash Flow (FCF) conversion

FCF is calculated as statutory (reported) net cash ﬂow from operating activities and net

cash used in investing activities, adjusted for the cash impact of major capital projects in the

year, cash associated with acquisition of businesses and the cash impact of non-underlying

items. FCF represents the cash that the Group generates after investing to maintain or

expand its asset base, and is considered useful by management in assessing liquidity.

FCF has been reconciled to net cash from operating activities, which is the most relevant

GAAP measure.



	2025	2024
	£m	£m
Net cash from operating activities	225.9	201.7
Net cash used in investing activities	(265.2)	(296.2)
Cash impact of major capital projects	4.2	23.4
Acquisition of businesses	159.9	173.6
Cash impact of non-underlying items	8.4	11.6
Free Cash Flow	133.2	114.1
Underlying EBITDA	278.8	269.9
Free Cash Flow conversion	48%	42%

Major capital projects include the ARM installation and Primary Crusher projects at Hope

and the Solar Farm at Kinnegad.

Return on Invested Capital

ROIC measures how eﬃciently a business generates operating returns from the total

capital invested in it. ROIC is calculated as Underlying earnings before interest for the

previous 12 months, divided by Adjusted average invested capital for the year.



	2025	2024
	£m	£m
Underlying proﬁt from operations	169.7	173.7
Underlying eﬀective tax rate (note 7)	21.3%	21.7%
Taxation at the Group’s Underlying eﬀective rate	(36.1)	(37.7)
Underlying earnings before interest	133.6	136.0
Net assets	1,197.2	1,170.6
Net Debt (note 14)	527.3	405.3
Invested capital at 31 December	1,724.5	1,575.9
Average invested capital 1	1,650.2	1,428.3
Adjustment for timing of signiﬁcant acquisition 2	61.7	83.3
Adjusted average invested capital	1,711.9	1,511.6
Return on Invested Capital	7.8%	9.0%

Average invested capital is calculated by taking the average of the opening invested capital at 1 January and the

closing invested capital at 31 December. Opening invested capital at 1 January 2024 was £1,280.6m.

This adjustment is made to the average of opening and closing invested capital to more accurately reﬂect the

impact of the timing of the acquisition of Lionmark in 2025 and BMC in 2024. See note 25.

Breedon Group plc

Annual Report and Accounts 2025

200

Notes to the consolidated ﬁnancial statements

Post balance sheet events

On 27 February 2026, Breedon completed the acquisition of Booth Precast Products

Limited, a quarrying and concrete business in the Republic of Ireland, for consideration

of €20.2m.

The acquisition has had no ﬁnancial impact on the Group’s 2025 ﬁnancial results. Given

the proximity of the acquisition date to the date on which the ﬁnancial statements were

authorised, the Group is not yet able to provide certain disclosures required by IFRS 3,

including the initial fair values of assets and liabilities acquired, which have not yet been

ascertained. These disclosures will be presented as part of the Group’s Interim Statement

made up to 30 June 2026.

Prior year restatement

During the year, the Group reviewed the presentation of its cash and cash equivalent

balances and associated bank overdrafts, concluding that overdraft balances, previously

presented net within cash and cash equivalents, should have been reported on a gross

basis in accordance with IAS 32 Financial Instruments: Presentation.

This restatement impacts only the presentation of assets and liabilities. There is no impact

on previously reported revenue, proﬁt, net assets or cash ﬂows for any period.

The eﬀect of the restatement on the comparative statement of ﬁnancial position is

summarised as follows:

Cash and cash equivalents increased by £41.1m

Interest-bearing loans and borrowings (within current liabilities) increased by £41.1m.

The restatement does not impact the Group’s key ﬁnancial metrics including net debt and

measurement of covenants.

There is no impact on the current year’s statement of ﬁnancial position other than the

ongoing gross presentation of these balances.

Company statement of ﬁnancial position

»202

Company statement of changes in equity

»203

Notes to the Company ﬁnancial statements

»204

Reporting segment changes

»208

Subsidiaries

»209

201

Strategic report

Governance

Financial statements

Additional information

Company statement of ﬁnancial position

As at 31 December 2025

Note

2025

£m

2024

£m

Non-current assets

Fixed asset investment

–

Trade and other receivables

594.6

541.9

Current assets

Trade and other receivables

2.6

14.1

Cash and cash equivalents

0.1

0.3

Total current assets

2.7

14.4

Total assets

597.3

556.3

Current liabilities

Trade and other payables

(146.2)

(83.8)

Net assets

451.1

472.5

Equity

Share capital

3.5

3.4

Share premium

5.4

2.0

Merger reserve

52.8

44.8

Retained earnings

389.4

422.3

Total equity

451.1

472.5

The Company has elected to take the exemption under section 408(3) of the Companies Act 2006 from presenting the parent company income statement. The result for the Company

for 2025 was a proﬁt of £13.6m (2024: proﬁt of £9.3m).

The Company ﬁnancial statements on pages 202 to 208 were approved by the Board on 11 March 2026 and signed on its behalf by:

Rob Wood

James Brotherton

Chief Executive Oﬃcer

Chief Financial Oﬃcer

Company number: 14739556

Breedon Group plc

Annual Report and Accounts 2025

202

Company statement of changes in equity

For the year ended 31 December 2025

Note

capital

£m

premium

£m

Merger

reserve

£m

Retained

earnings

£m

Total

equity

£m

Balance at 1 January 2024

3.4

0.7

32.6

457.8

494.5

Proﬁt for the period

–

9.3

Share-based payments

–

3.3

Dividends paid

–

(48.1)

Shares issued

–

1.3

12.2

–

13.5

Balance at 31 December 2024

3.4

2.0

44.8

422.3

472.5

Proﬁt for the period

–

13.6

Share-based payments

–

4.6

Dividends paid

–

(51.1)

Shares issued

0.1

3.4

8.0

–

11.5

Balance at 31 December 2025

3.5

5.4

52.8

389.4

451.1

203

Strategic report

Governance

Financial statements

Additional information

Notes to the Company ﬁnancial statements

Accounting policies

Basis of accounting

Breedon Group plc (‘the Company’)

is a public limited company, limited by

shares, which is listed on the London Stock

Exchange and incorporated and domiciled

in England and Wales. The registered

number is 14739556 and the address of

the registered oﬃce is Pinnacle House,

Breedon Quarry, Breedon on the Hill, Derby,

DE73 8AP, England.

These ﬁnancial statements present

information about the Company as an

individual undertaking and not about

its Group.

In preparing these ﬁnancial statements,

the Company applies the recognition,

measurement and disclosure requirements

of International Financial Reporting

Standards as adopted by the UK (‘Adopted

IFRS’) but makes amendments where

necessary in order to comply with the

Companies Act 2006 and has set out

below where advantage of the FRS 101

Reduced Disclosure Framework disclosure

exemptions have been taken.

The ﬁnancial statements are presented

in Sterling, which is the Company’s

functional currency, and are shown in

£millions to one decimal place.

The Company is included within the

consolidated ﬁnancial statements of

Breedon Group plc. The consolidated

ﬁnancial statements of Breedon Group

plc are prepared in accordance with IFRS

and are publicly available. In these ﬁnancial

statements, the Company is considered

to be a qualifying entity and has applied

the exemptions available under FRS 101

in respect of the following disclosures:

a cash ﬂow statement and related notes;

disclosures in respect of the

compensation of key management

personnel;

disclosures in respect of transactions

with wholly owned subsidiaries; and

disclosures in respect of capital

management.

As the consolidated ﬁnancial statements of

Breedon Group plc include the equivalent

disclosures, the Company has taken the

exemptions available under FRS 101 in

respect of the following disclosures:

IFRS 2 Share-based Payment in respect

of group-settled share-based payments;

and

certain disclosures required by IFRS

13 Fair Value Measurement and the

disclosures required by IFRS 7 Financial

Instruments: Disclosures

The Company intends to continue to adopt

the reduced disclosure framework of FRS

101 in its next ﬁnancial statements.

Deferred tax is provided on the temporary

diﬀerences between the carrying amounts

of assets and liabilities for ﬁnancial reporting

purposes and the amounts used for taxation

purposes. The amount of deferred tax

provided is based on the expected manner

of realisation or settlement of the carrying

amount of assets and liabilities using tax

rates enacted or substantively enacted at

the reporting date.

A deferred tax asset is recognised only to

the extent that it is probable that future

taxable proﬁts will be available against

which the temporary diﬀerence can be

utilised. 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

proﬁt will be available to allow all or part

of the asset to be recovered.

Deferred tax assets and liabilities are oﬀset

when they relate to income taxes levied

by the same taxation authority and the

Company intends to settle its current tax

assets and liabilities on a net basis.

Fixed asset investments

Fixed asset investments are stated at cost

less provision for any diminution in value.

Financial instruments

Financial instruments are recognised

when the Company becomes a party to the

contractual provisions of the instrument.

The principal ﬁnancial assets and liabilities

of the Company are as follows:

Going Concern

The Company ﬁnancial statements are

prepared on a going concern basis as set

out in note 1 of the consolidated ﬁnancial

statements of Breedon Group plc.

Company result for the period

In accordance with the exemption permitted

under section 408 of the Companies

Act 2006, the Company has elected not

to present its own income statement or

statement of comprehensive income.

Accounting policies

The accounting policies set out in the notes

below have been applied in preparing the

ﬁnancial statements for the period ended

31 December 2025 and in the prior period.

Newly eﬀective standards

There were no newly eﬀective standards

in the period which had a material impact

on the Company.

IFRS 18 Presentation and Disclosure

in Financial Statements is eﬀective for

periods beginning on or after 1 January

2027. IFRS 18 is expected to impact the

presentation and disclosure of information

in the Company’s ﬁnancial statements, but

is not expected to have a material impact

on recognition or measurement.

Taxation

The charge for taxation is based on the result

for the year and takes into account taxation

deferred because of timing diﬀerences

between the treatment of certain items for

taxation and accounting purposes.

Breedon Group plc

Annual Report and Accounts 2025

204

Notes to the Company ﬁnancial statements

Accounting policies

continued

Trade receivables and payables

Trade receivables and trade payables are

initially recognised at fair value and are then

stated at amortised cost.

Cash and cash equivalents

Cash and cash equivalents comprise

cash at bank and in hand, including bank

deposits with original maturities of three

months or less.

Impairment of ﬁnancial assets

The Company recognises loss allowances

for expected credit losses (ECLs) on

ﬁnancial assets measured at amortised cost.

The Company measures loss allowances

at an amount equal to lifetime ECLs, except

for bank balances for which credit risk

(i.e. the risk of default occurring over the

expected life of the ﬁnancial instrument)

has not increased signiﬁcantly since

initial recognition, which are measured

as 12-month ECLs.

ECLs are a probability-weighted estimate

of credit losses. Credit losses are measured

as the present value of all cash shortfalls

(i.e. the diﬀerence between the cash

ﬂows due to the entity in accordance with

the contract and the cash ﬂows that the

Company expects to receive). ECLs are

discounted at the eﬀective interest rate

of the ﬁnancial asset.

Share-based payments

Equity-settled share-based payments

to directors, key employees and others

providing similar services are measured at

the fair value of the equity instruments at

the grant date.

The fair value is recharged to the subsidiary

entities which receive services from those

individuals who have been granted awards

on a straight-line basis over the period that

the employees become unconditionally

entitled to the awards.

Financial risk management

The Company’s ﬁnancial risk is managed

as part of the Group’s strategy and policies

as discussed in note 19 to the Group

consolidated ﬁnancial statements.

Estimates and judgements

No signiﬁcant estimates or judgements

have been used by the directors in

preparing these ﬁnancial statements.

Directors’ remuneration and

staﬀ numbers

The Company has no employees other

than the directors, who did not receive

any remuneration for their services

directly from the Company during the

current period. See note 5 in the Group

consolidated ﬁnancial statements for Key

Management Personnel compensation.

External auditor’s remuneration

The remuneration paid to the external

auditor in relation to the audit of the

Company is disclosed in note 4 to the Group

consolidated ﬁnancial statements. The fees

for the audit of the Company’s ﬁnancial

statements are borne by a subsidiary of

the Company and are not recharged.

205

Strategic report

Governance

Financial statements

Additional information

Notes to the Company ﬁnancial statements

Trade and other receivables

2025

£m

2024

£m

Amounts owed by Group undertakings

596.7

554.9

Prepayments and accrued income

0.5

0.2

Deferred tax

–

0.9

597.2

556.0

2025

£m

2024

£m

Analysed as

Current

2.6

14.1

Non-current

594.6

541.9

597.2

556.0

Included within amounts owed by Group undertakings is £594.6m (2024: £541.9m) due

after more than one year. The loan interest is charged at a rate of SONIA plus a market rate

margin. All other amounts owed by Group undertakings are unsecured, interest free, and

due on demand.

The amounts owed by Group undertakings are ﬁnancial assets and are held at

amortised cost.

Deferred tax assets are recognised in relation to share-based payment arrangements.

The charge for the current period has been recognised wholly within the income statement.

Trade and other payables

2025

£m

2024

£m

Amounts owed to Group undertakings

133.2

74.2

Accruals and other payables

1.5

1.4

Corporation tax

11.5

8.2

146.2

83.8

Amounts owed to Group undertakings are interest free and repayable on demand.

All accruals and other payables are ﬁnancial liabilities and are held at amortised cost.

£9.4m (2024: £8.2m) of the corporation tax liability is owed to a Group undertaking for the

surrender of Group relief losses.

Capital and reserves

Share capital and premium

Number

(millions)

capital

£m

premium

£m

Allotted, called-up and fully paid ordinary shares of £0.01 each:

At 31 December 2023

339.7

3.4

0.7

Exercise of savings-related share options

0.5

–

1.3

Issued on acquisition of BMC

3.2

–

Vesting of Performance Share Plan awards

0.3

–

At 31 December 2024

343.7

3.4

2.0

Exercise of savings-related share options

0.3

–

1.2

Issued on acquisition of Lionmark

2.1

0.1

2.2

Vesting of Performance Share Plan awards

0.5

–

At 31 December 2025

346.6

3.5

5.4

Breedon Group plc

Annual Report and Accounts 2025

206

Notes to the Company ﬁnancial statements

Capital and reserves

continued

Movements during 2025:

The Company issued 0.3 million shares for cash raising £1.2m in connection with the

exercise of certain savings-related share options, with £1.2m recognised as share premium.

The Company issued 0.5 million shares for non-cash consideration of 1.0p per share,

satisﬁed through the capitalisation of retained earnings, in connection with the vesting

of awards under the Performance Share Plans.

During 2025, 2.1 million ordinary shares were issued to the vendor of Lionmark with

£0.1m recognised within share capital and £2.2m recognised as share premium.

Movements during 2024:

The Company issued 0.5 million shares for cash raising £1.3m in connection with the

exercise of certain savings-related share options, with £1.3m recognised as share premium.

The Company issued 0.3 million shares for non-cash consideration of 1.0p per share,

satisﬁed through the capitalisation of retained earnings, in connection with the vesting

of awards under the Performance Share Plans.

Merger reserve

During 2025, 2.1 million ordinary shares were issued to the vendor of Lionmark, with £8.0m

being recognised as merger reserve. During 2024, 3.2 million ordinary shares were issued

to the vendor of BMC, with £12.2m being recognised as merger reserve.

5 Investments

There have been no movements in investments during the period. The Company holds an

investment of £1, comprising 100% of the ordinary share capital of Breedon Midco Limited,

a holding company within the Group registered in England and Wales with a company

number of 14777332 and a registered address at Pinnacle House, Breedon Quarry, Breedon

on the Hill, Derby, DE73 8AP, England.

A full list of subsidiaries is presented on pages 209 to 211 of the Breedon Group plc

Annual Report.

Share-based payments

Details of the Company’s share-based payments are disclosed within note 18 to the Group

consolidated ﬁnancial statements.

Contingent liabilities

The Company acts as a guarantor to the Group’s long-term debt facilities, which comprise

a £400m multi-currency RCF and USPP loan notes (£170m denominated in Sterling and

€189m denominated in Euro). These have been accounted for as Financial Guarantee

Contracts in line with IFRS 9 Financial Instruments.

For the year ended 31 December 2025, the subsidiary companies listed below are exempt

from the requirements of the Companies Act 2006 relating to the audit of individual

ﬁnancial statements by virtue of section 479A. As a result, the Company guarantees all

outstanding liabilities to which the subsidiary companies are subject.

Name of undertaking

Country of incorporation or

registration

Company registration

number

Alliance Recycling (UK) Ltd

England and Wales

9418245

Alpha Resource Management Ltd

Northern Ireland

NI 059764

Breedon Bow Highways Limited

England and Wales

09804033

Breedon Facilities Management Limited

Scotland

SC205744

Breedon Investments UK Limited

England and Wales

15532326

Breedon Midco Limited

England and Wales

14777332

Breedon Whitemountain Ltd

Scotland

SC521760

Lagan Asphalt (UK) Limited

Northern Ireland

NI626706

Lagan Asphalt Group Limited

Northern Ireland

NI073968

Minster Surfacing Limited

England and Wales

4084446

Robinson Quarry Masters Limited

Northern Ireland

NI009269

Tor Multimix Limited

England and Wales

04590335

207

Strategic report

Governance

Financial statements

Additional information

Reporting segment changes

Segmental reporting

Income statement (Restated)

2024

2023

2022

2021

2020

£m

Revenue

Underlying

EBITDA

Revenue

Underlying

EBITDA

Revenue

Underlying

EBITDA

Revenue

Underlying

EBITDA

Revenue

Underlying

EBITDA

Great Britain

1,155.8

192.7

1,200.3

201.4

1,122.0

192.1

965.3

174.9

703.6

120.4

Ireland

297.6

68.9

302.1

57.6

286.9

58.0

277.7

52.4

235.9

39.5

United States

132.5

24.8

–

Central administration

–

(16.5)

–

(16.7)

–

(15.1)

–

(13.3)

–

(10.7)

Eliminations

(9.6)

–

(14.9)

–

(12.6)

–

(10.5)

–

(10.8)

–

Total

1,576.3

269.9

1,487.5

242.3

1,396.3

235.0

1,232.5

214.0

928.7

149.2

Underlying EBITDA

269.9

242.3

235.0

214.0

149.2

Depreciation and mineral depletion

(99.7)

(88.7)

(83.5)

(83.3)

(74.4)

Underlying Group operating proﬁt

170.2

153.6

151.5

130.7

74.8

– Great Britain

114.7

124.7

118.7

102.6

57.9

– Ireland

55.9

45.9

48.1

41.5

27.8

– United States

16.4

–

– Central administration

(16.8)

(17.0)

(15.3)

(13.4)

(10.9)

Underlying Group operating proﬁt

170.2

153.6

151.5

130.7

74.8

Share of proﬁt from associate and joint ventures

3.5

2.6

3.5

2.9

1.7

Underlying proﬁt from operations

173.7

156.2

155.0

133.6

76.5

Non-underlying items

(24.1)

(10.5)

(7.0)

(6.2)

(14.9)

Proﬁt from operations

149.6

145.7

148.0

127.4

61.6

Restated to reﬂect the changes from a divisional management structure to a country-based management structure in 2025. Figures are unaudited.

Underlying EBITDA is earnings before interest, tax, depreciation and mineral depletion, amortisation, non-underlying items and before our share of proﬁt from associate and joint ventures.

Breedon Group plc

Annual Report and Accounts 2025

208

Strategic report

Governance

Financial statements

Additional information

209

Subsidiaries

As at 31 December 2025, the companies listed below and on the following pages are indirectly held by Breedon Group plc except Breedon Midco Limited which is 100% directly owned.


		Proportion
		held
		directly	Proportion
	Registered	by the	held by
Company name	address	parent	the Group
Aggregate Holdings, LLC	15	100	100
ALBA Traﬃc Management Limited	3	75	75
Alfred McAlpine Slate Penrhyn
Limited	1	100	100
Alliance Recycling (UK) Ltd	1	80	80
Alpha Resource Management Ltd	2	100	100
Barney Precast Limited	1	100	99.4
Berwyn Granite Quarries Limited	1	100	100
Bi-State Emulsions LLC	15	100	100
Blinkbonny Quarry (Borders) Limited	3	100	100
BMC Development of Caseyville, LLC	17	100	100
BMC Development of Columbia, LLC	17	100	100
BMC Development of Deﬁance, LLC	15	100	100
BMC Development of Hamel, LLC	17	100	100
BMC Development of Illinois, LLC	15	100	100
BMC Development of Lebanon, LLC	17	100	100
BMC Development of Missouri, Inc	15	100	100
BMC Development of Warrenton, LLC	15	100	100
BMC Development of Wright City, LLC	15	100	100
BMC Development, LLC	15	100	100
BMC Enterprises, Inc	15	100	100
BMC Hauling, Inc	15	100	100
BMC Jeﬀerson, LLC	15	100	100
BMC Leasing of Illinois, LLC	15	100	100
BMC Leasing of Missouri, Inc	15	100	100
BMC Leasing, LLC	15	100	100
BMC Maintenance, LLC	15	100	100
BMC Management, Inc	15	100	100
BMC Missouri Realty, LLC	15	100	100
BMC Sand, LLC	15	100	100
BMC St Charles, LLC	15	100	100


		Proportion
		held
		directly	Proportion
	Registered	by the	held by
Company name	address	parent	the Group
BMC Stone, LLC	15	100	100
Boyne Bay Lime Company Ltd, The	3	100	100
Breckenridge Jeﬀerson County, Inc	15	100	100
Breckenridge of Illinois, LLC	15	100	100
Breckenridge O’Fallon, Inc	15	100	100
Breckenridge Material Company	15	100	100
Breedon Aggregates SW Limited	3	100	100
Breedon Bow Highways Limited	1	100	100
Breedon Brick Limited	5	100	100
Breedon Cement Ireland Limited	5	100	100
Breedon Cement Limited	1	100	100
Breedon Employee Services Ireland
Limited	4	100	100
Breedon Facilities Management
Limited	3	100	100
Breedon Group Limited	6	100	100
Breedon Group Services Limited	1	100	100
Breedon Holdings (Jersey) Limited	6	100	100
Breedon Holdings Limited	1	100	100
Breedon Investments UK Limited	1	100	100
Breedon Investments USA Inc	9	100	100
Breedon Materials Limited	4	100	100
Breedon Midco Limited	1	100	100
Breedon Northern Limited	3	100	100
Breedon Properties Limited	1	100	100
Breedon Scotland Limited	3	100	100
Breedon Southern Limited	1	100	100
Breedon Surfacing Solutions Ireland
Limited	4	100	100
Breedon Surfacing Solutions Limited	1	100	100
Breedon Trading Limited	1	100	100
Breedon Whitemountain Ltd	3	100	100


		Proportion
		held
		directly	Proportion
	Registered	by the	held by
Company name	address	parent	the Group
BRH Enterprises, LLC	15	100	100
BRM, LLC	15	100	100
Broome Bros. (Doncaster) Limited	1	100	100
City Asphalt Limited	8	100	80
City Mini Mix (Notts) Limited	1	100	100
Clearwell Quarries Limited	1	100	99.4
Cocklebank Conservations Limited	1	100	100
Cwmorthin Slate Quarry 1994
Company Limited	1	100	100
Deckal Limited	7	100	100
Eastern Missouri Concrete, LLC	15	100	100
Eco-Asphalt Supplies Limited	1	100	100
EJCC Limited	1	100	100
Enneurope Holdings Limited	1	100	100
Enneurope Limited	1	100	100
Flemings’ Fireclays Limited	4	100	100
G&T Investing, LLC	15	100	100
Glencarne Bricks Limited	4	100	100
Glenfarne Clayware Limited	4	100	100
Greenshine	7	100	100
Hart Aggregates Limited	1	100	100
Hope Construction Products Limited	1	100	100
Hope Dormant 1 Limited	1	100	100
Hope Ready Mixed Concrete Limited	1	100	100
Humberside Aggregates Limited	1	100	100
Huntsman’s Quarries Limited	1	100	100
Indian Creek Materials, LLC	15	100	100
Innovative Roadway Solutions, LLC	15	100	100
Interstate Testing Services	15	100	100
Kettering Bituminous Products
Limited	21	100	80

Breedon Group plc

Annual Report and Accounts 2025

210

Subsidiaries


		Proportion
		held
		directly	Proportion
	Registered	by the	held by
Company name	address	parent	the Group
Kilcarn Limited	2	100	100
Kingscourt Bricks Limited	2	100	100
Kingscourt Clay Products Limited	2	100	100
Lagan Airports Limited	2	100	100
Lagan Asphalt (UK) Ltd	2	100	100
Lagan Asphalt Group Limited	2	100	100
Lagan Asphalt Limited	4	100	100
Lagan Bitumen Limited	1	100	100
Lagan Cement Limited	2	100	100
Lagan Cement Products Limited	2	100	100
Lagan Group (Holdings) Limited	7	100	100
Lagan Group Limited	7	100	100
Lagan Hibernian Limited	4	100	100
Lagan Materials Limited	4	100	100
Lagan Whitemountain Limited	2	100	100
Lionmark Construction Companies
LLC	15	100	100
Lionmark Management Services, Inc	15	100	100
Marwyn Materials (UK) Limited	1	100	100
MC Materials, LLC	15	100	100
Midwest Aggregates Limited	5	100	100
Minster Surfacing Limited	1	80	80
Mulholland Bros (Brick and Sand)
Limited	2	99.9	99.9
Natural Building Materials Limited	1	99.4	99.4
Nith Aggregates Limited	1	100	100
Nottingham Ready Mix Limited	1	100	100
Ozark Building Materials, LLC	15	100	100
Pace Construction Company LLC	15	100	100
Phoenix Surfacing Limited	21	80	80
Pile’s Concrete, LLC	16	100	100


		Proportion
		held
		directly	Proportion
	Registered	by the	held by
Company name	address	parent	the Group
Pinnacle Construction Materials
Limited	1	100	100
Politte Ready Mix, LLC	15	100	100
Pro Mini Mix Concrete, Mortars and
Screeds Limited	1	100	100
Raineri Building Materials, LLC	15	100	100
RMC, LLC	15	100	100
Roadmix Limited	2	100	100
Roadway Civil Engineering &
Surfacing Ltd	1	100	100
Robinson Quarry Masters Limited	2	100	100
RT Mycock & Sons Limited	1	100	100
SCP Holdings, LLC	15	100	100
Severn Sands (Holdings) Limited	1	100	100
Severn Sands Limited	1	100	100
Sherburn Cement Limited	1	100	100
Sherburn Minerals Limited	1	100	100
Sherburn Sand Company Limited	1	100	100
Sherburn Stone Company Limited	1	100	100
SMRM Holdings, LLC	15	100	100
Staﬀs Concrete Limited	1	100	100
Stewart Concrete Products, LLC	15	100	100
The Cwt-Y-Bugail Slate Quarries
Limited	1	100	100
The Waveney Asphalt Company
Limited	1	100	100
Thomas Bow Limited	8	80	80
Tipperary Asphalt Limited	4	100	100
Titan Truck & Equipment Company,
LLC	15	100	100
Tor Multimix Limited	1	100	100
UK Stone Direct Limited	1	100	100


		Proportion
		held
		directly	Proportion
	Registered	by the	held by
Company name	address	parent	the Group
Welsh Slate Limited	1	100	100
West Plains Bridge & Grading LLC	15	100	100
Whitemountain Quarries Ltd	2	100	100

Associate and joint ventures


		Proportion
		held
		directly	Proportion
	Registered	by the	held by
Company name	address	parent	the Group
BEAR Scotland Limited	14	37.5	37.5
Breedon Bowen Limited	1	50	50
Breedon Colas Limited	1	50	50
Capital Concrete Limited	10	43	43
Fruitland Asphalt LLC	22	30	30
H.V. Bowen & Sons (Quarry) Ltd	1	100	50
H.V. Bowen & Sons (Transport)
Limited	1	100	50
Kilwex Lagan Joint Venture Limited	23	50	50
Kingscourt Country Manor Brick
Company Limited	11	50	50
Lough Neagh Sand Traders Limited	20	25	25
Northern Quarry Products Limited	12	50	50
Peak Cluster Limited	24	14.4	14.4
Priority Lagan Joint Venture Limited	25	50	50
PSV (UK) Ltd	1	100	50
Rolla Ready Mix, LLC	18	50	50
RRM Real Estate Partnership	19	50	50
Welsh Slate Europe B.V.	13	50	50

Strategic report

Governance

Financial statements

Additional information

211

Subsidiaries

Registered oﬃce addresses


1	Pinnacle House, Breedon Quarry, Breedon on the Hill, Derby, DE73 8AP, England
2	5 Blackwater Road, Newtownabbey, BT36 4TZ, Northern Ireland
3	Ethiebeaton Quarry, Kingennie, Moniﬁeth, Angus, DD5 3RB, Scotland
4	Rosemount Business Park, Ballycoolin Road, Dublin 11, Ireland
5	Killaskillen, Kinnegad, Westmeath, Ireland
6	28 Esplanade, St Helier, JE2 3QA, Jersey
7	Bank Chambers, 15-19 Athol Street, Douglas, IM1 1LB, Isle of Man
8	Ashbow Court, 4-12 Middleton Street, Lenton, Nottingham, NG7 2AL, England
9	1209 Orange Street, City of Wilmington, New Castle County, DE 19801, United States
10	Robert Brett House, Ashford Road, Canterbury, Kent, CT4 7PP, England
11	Unit 26 Airways Industrial Estate, Dublin 17, Santry, D17 TH93, Ireland
12	Rigifa, Cove, Aberdeen, AB12 3LR, Scotland
13	Battenweg 10, 6051AD Maasbracht, The Netherlands
14	BEAR House, Inveralmond Road, Inveralmond Industrial Estate, Perth, PH1 3TW, Scotland
15	406 N Main St, Ste B, Rolla, MO 65401-3154, United States
16	850 New Burton Road, Suite 201, Dover, Kent, DE 19904, United States
17	600 S. 2nd St., Suite 404, Springﬁeld, IL 62704, United States
18	8112 Maryland Ave, Suite 320, Saint Louis, MO 63105, United States
19	County Road 3060, Rolla, MO, United States
20	Murray House, Murray Street, Belfast, Antrim, BT1 6DN, Northern Ireland
21	12 Henson Close, Telford Way Industrial Estate, Kettering, Northamptonshire, NN16 8PZ, England
22	12132 Highway CC, Festus, MO 63028, United States
23	Pacelli House, Pacelli Road, Naas, Kildare, Ireland
24	38f Swan House, Bonds Mill, Bristol Road, Stonehouse, Gloucestershire, GL10 3RF, England
25	162 Clontarf Road, Dublin 3, Ireland

Shareholder information

Registrar

All administrative enquiries relating to

shareholdings, such as lost certiﬁcates,

changes of address, change of ownership

or dividend payments and requests to

receive corporate documents by email

should, in the ﬁrst instance, be directed to

the Company’s Registrar, MUFG Corporate

Markets (MUFG), and clearly state your

registered address and, if available, your

investor code, which can be found on your

share certiﬁcate:

By post

: MUFG Corporate Markets,

Central Square, 29 Wellington Street,

Leeds, LS1 4DL.

By telephone

: 0371 664 0300. Calls are

charged at the standard geographic rate

and will vary by provider. If you are outside

the UK call +44 371 664 0300. Calls outside

the UK will be charged at the applicable

international rate. The helpline is open

between 9.00am and 5.30pm, Monday to

Friday excluding public holidays in England

and Wales.

e-mail

[email protected].

mufg.com

website

www.eu.mpms.mufg.com

Investor Centre

www.breedonshares.com

You will need to log into your Investor

Centre account or register if you have not

previously done so. Once you have setup

your account you will need to add your

shareholding by clicking ‘Add Holding’ in

the ‘Portfolio’ section and following the

on-screen instructions. You will require

your Investor Code (IVC) to add your

shareholding. You can ﬁnd your IVC on your

share certiﬁcate or by contacting MUFG.

Investor Centre is a free app for smartphone

and tablet provided by MUFG Corporate

Markets. It allows you to securely manage

and monitor your shareholdings in real time,

take part in online voting, keep your details

up to date, access a range of information

including payment history and much more.

The app is available to download on both

the Apple App Store and Google Play, or by

scanning the relevant QR code below.

Investor Centre

Scan the QR code or click here to

go to the Investor Centre

Group website and electronic

communications

The 2025 Annual Report and other

information about the Company are

available on its website. The Company

operates a service whereby you can

announcements released by the Company.

The Company’s share price (15-minute

delay) is displayed on the Company’s

website.

Shareholder documents are now, following

changes in company law and shareholder

approval, primarily made available via the

Company’s website, unless a shareholder

has requested to continue to receive hard

copies of such documents. If a shareholder

has registered their up-to-date email

address, an email will be sent to that

address when such documents are

available on the website.

If shareholders have not provided an up-to-

date email address and have not elected to

receive documents in hard copy, a letter will

be posted to their address that is recorded

on the Register of Members notifying

them that the documents are available

on the website. Shareholders can continue

to receive hard copies of shareholder

documents by contacting the Registrar.

If you have not already registered your

current email address, you can do so

via the Investor Centre.

Investors who hold their shares via

an intermediary should contact the

intermediary regarding the receipt of

shareholder documents from the Company.

The Group has a wide range of information

that is available on the website including:

ﬁnancial information – annual reports

and half year results, ﬁnancial news

and events;

share price information;

shareholder services information;

dividend information; and

press releases – both current

and historical.

Breedon Group plc

Annual Report and Accounts 2025

212

Shareholder information

Multiple accounts

Shareholders who receive more than

one copy of communications from the

Company may have more than one account

in their name on the Company’s Register

of Members. Any shareholder wishing to

amalgamate such holdings should write to

the Registrar giving details of the accounts

concerned and instructions on how they

should be amalgamated.

Dividend information

The Company pays its dividend to

shareholders by electronic transfer. You will

need to have a dividend mandate registered

against your Breedon shareholder account

by the Record Date which enables payment

of the dividend straight to your bank

account. Paying dividends by direct credit

helps to reduce the Company’s impact

on the environment, provides greater

beneﬁts in terms of eﬃciency and cost, and

safeguards the security of the payment.

Please register your bank details on the

Investor Centre or contact our Registrar,

MUFG Corporate Markets, on 0371 664

0300, or +44 371 664 0300 if outside the UK.

Investors who hold their shares via

an intermediary should contact the

intermediary regarding the receipt of

dividend payments from the Company.

Dividend reinvestment plan

(UK and Channel Islands only)

MUFG provides a Dividend Reinvestment

Plan (DRIP) which provides shareholders

in the UK and Channel Islands with the

opportunity to reinvest their dividend

payments to purchase additional ordinary

shares in the Company. If you choose

to join the DRIP, MUFG will use the cash

dividend payment to which you are

entitled to acquire further ordinary shares

in the Company on your behalf as soon as

practicable after the dividend payment

date. Terms and conditions and a brochure

may be found online on the Investor Centre,

where you can also join the DRIP, or contact

MUFG on 0371 664 0381 (see below for call

charges) or email [email protected].

com to request a DRIP application form.

In order to be eﬀective for a particular

dividend, any application must reach MUFG

by no later than the DRIP election date

speciﬁed in the ﬁnancial calendar, set out

at www.breedongroup.com/dividends.

Applications to join the DRIP received after

that date will take eﬀect from the next

dividend payment date.

Please note that due to the minimum

charge, the service may not be cost

eﬀective for all participants, and the value of

shares, and any income from them, can fall

as well as rise. This is not a recommendation

to purchase shares and if you are in any

doubt as to what action you should take you

should consult an appropriately qualiﬁed

professional advisor.

Share dealing services

You can buy shares through any authorised

stockbroker or bank that oﬀers a share

dealing service in the UK, or in your country

of residence if outside the UK.

MUFG provides a share dealing

service to private shareholders in the

UK or Channel Islands.

For further information on the share dealing

service provided by MUFG, or to buy and

sell shares via MUFG Corporate Markets

visit www.dealing.cm.mpms.mufg.com or

call 0371 664 0445. Calls are charged at the

standard geographic rate and will vary by

provider. Lines are open between 8.00am

and 4.30pm, Monday to Friday excluding

public holidays in England and Wales.

This is not a recommendation to buy and sell

shares and this service may not be suitable

for all shareholders. The price of shares

can go down as well as up and you are not

guaranteed to get back the amount you

originally invested. Terms and conditions

apply. MUFG Corporate Markets is a division

of MUFG Pension & Market Services which

is authorised and regulated by the Financial

Conduct Authority. This service is only

available to private shareholders resident

in the United Kingdom, the Channel Islands

or the Isle of Man.

MUFG Corporate Markets is a trading name

of MUFG Corporate Markets (UK) Limited.

Share registration and associated services

are provided by MUFG Corporate Markets

(UK) Limited (registered in England and

Wales, No. 2605568). Regulated services

are provided by MUFG Corporate Markets

Trustees (UK) Limited (registered in

England and Wales, No. 2729260), which is

authorised and regulated by the Financial

Conduct Authority.

The registered oﬃce of each of these

companies is MUFG Corporate Markets,

Central Square, 29 Wellington Street,

Leeds, LS1 4DL.

213

Strategic report

Governance

Financial statements

Additional information

Shareholder information

Unsolicited mail, investment

advice and fraud

The Company is obliged by law to make

its share register publicly available and, as

a consequence, some shareholders may

receive unsolicited mail. In addition, many

companies have become aware that their

shareholders have received unsolicited

phone calls or correspondence, typically

from overseas ‘brokers’, concerning

investment matters.

These callers can be very persistent and

extremely persuasive and their activities

have resulted in considerable losses for

some investors. It is not just the novice

investor that has been deceived in this

way; many victims have been successfully

investing for several years. Shareholders are

advised to be very wary of any unsolicited

advice, oﬀers to buy shares at a discount or

oﬀers of free company reports.

Please keep in mind that ﬁrms authorised by

the Financial Conduct Authority (FCA) are

unlikely to contact you out of the blue with

an oﬀer to buy or sell shares.

If you receive any unsolicited mail or

investment advice:

Make sure you get the correct name

of the person and organisation.

Check the Financial Services Register

at www.fca.org.uk.

Use the details on the Financial Services

Call the FCA Consumer Helpline on

0800 111 6768 if there are no contact

details on the Register or you are told

they are out of date.

Beware of fraudsters claiming to be from

an authorised ﬁrm, copying its website

or giving you false contact details.

Search the list of unauthorised ﬁrms and

individuals to avoid doing business with

at www.fca.org.uk/scams.

Report a share scam by telling the

FCA using the share fraud reporting

form in the Consumers section of the

FCA website.

If the unsolicited phone calls persist,

hang up.

If you wish to limit the number of

unsolicited calls you receive, contact the

Telephone Preference Service (TPS) at

www.tpsonline.org.uk and follow the link,

or from your mobile phone register your

mobile number, free of charge, by texting

‘TPS’ together with your email address

to 85095.

If you wish to limit the amount of

unsolicited mail you receive, contact

the Mailing Preference Service on

020 7291 3310 or visit the website at

www.mpsonline.org.uk.

If you deal with an unauthorised ﬁrm, you

will not be eligible to receive payment

under the Financial Services Compensation

Scheme. If you have already paid money to

share fraudsters, you should contact Action

Fraud on 0300 123 2040 or report online

at www.actionfraud.police.uk/reporting-

fraud-and-cyber-crime.

Electronic voting

Shareholders can submit proxies for the

2025 AGM electronically by logging on

to the Investor Centre. Electronic proxy

appointments must be received by the

Company’s Registrar no later than 2.00pm

on Monday 27 April 2026 (or not less than

48 hours before the time ﬁxed for any

adjourned meeting).

Shareholder communication

E: [email protected].

mufg.com

T: 0371 664 0300

Calls are charged at the standard

geographic rate and will vary by

provider. If you are outside the UK call

+44 371 664 0300. Calls outside the UK will

be charged at the applicable international

rate. The helpline is open between 9.00am

and 5.30pm, Monday to Friday excluding

public holidays in England and Wales.

Breedon Group plc

Annual Report and Accounts 2025

214

Glossary

Signiﬁcant exchange rates

Average

rate 2025

Year-end

rate 2025

Average

rate 2024

Year-end

rate 2024

Sterling/Euro

1.17

1.15

1.18

1.21

Sterling/US Dollar

1.32

1.35

1.29

1.26

The following deﬁnitions apply throughout this Annual

Report, unless the context requires otherwise.

AGM

Annual General Meeting of the Company

artiﬁcial intelligence

AIM

Alternative Investment Market of the London

Stock Exchange

ARM

alternative raw material

BAP

Biodiversity Action Plan

BEAR

Scotland

BEAR Scotland Limited

BMC

BMC Enterprises, Inc.

Booth

Booth Precast Products Limited

bps

basis points

Breedon

Breedon Group plc

CAGR

Compound annual growth rate

CBAM

Carbon Border Adjustment Mechanism

CCS

carbon capture and storage

CEM II

Portland composite cement; comprising Portland

cement and up to 35% of certain other single

constituents

CEO

Chief Executive Oﬃcer

CFO

Chief Financial Oﬃcer

CGU

Cash-Generating Unit

carbon dioxide equivalent

Covenant

Leverage

Leverage as deﬁned by the Group’s banking

facilities. This excludes the impact of IFRS 16

and includes the proforma impact of M&A

CPA

Construction Products Association

CPD

Continuing Professional Development

DMA

Double Materiality Assessment

DNED

Designated Non-executive Director

division

One of the Group’s three operating segments:

GB, Ireland and US

DRIP

Dividend Reinvestment Plan

MPA

Mineral Products Association

MUFG

Company registrar, previously known as Link

MW/MWh

Megawatt/Megawatt hour

NDP

National Development Plan

Net Debt

Net Debt including IFRS 16 lease liabilities

Net capital

expenditure

Purchase of property, plant and equipment net

of proceeds from sale of property, plant and

equipment

Northern Ireland

NPS

Net Promoter Scores

Pillar Two

International tax rules, introduced by the OECD,

which establish a global minimum corporate tax

rate of 15%

ppt

percentage points

PSP

Performance Share Plan

RAP

recycled asphalt planings

RCF

Revolving Credit Facility

RoI

Republic of Ireland

ROIC

Post-tax Return on Invested Capital

SBTi

Science Based Targets initiative

SECR

Streamlined Energy and Carbon Reporting

SONIA

Sterling Overnight Index Average

Sterling

Pounds sterling

SID

Senior Independent Director

STF

Slips, Trips and Falls

TCFD

Task Force on Climate-related Financial

Disclosures

TIFR

Total injury frequency rate

TNFD

Taskforce on Nature-related Financial Disclosures

TPT

Transition Plan Taskforce

TSR

Total shareholder return

United Kingdom (GB and NI)

UKLR

UK Listing Rules

Underlying

EBIT

Earnings before interest, tax and non-underlying

items

Underlying

EBITDA

Earnings before interest, tax, depreciation and

amortisation, non-underlying items and before

our share of proﬁt from associate and joint

ventures

United States

USPP

US Private Placement

WRI

World Resources Institute

DSBP

Deferred Share Bonus Plan

DTR

Disclosure Guidance and Transparency Rules

EBIT

Earnings before interest and tax, which equates

to proﬁt from operations

EBITDA

Earnings before interest, tax, depreciation and

amortisation

EPD

Environmental Product Declaration

EPS

Earnings per share

EQA

external quality assessment

ESG

Environment, Social and Governance

ESPP

(US) Employee Stock Purchase Plan

ETS

Emissions Trading Scheme

European Union

EURIBOR

Euro Inter-bank Oﬀered Rate

FCA

Financial Conduct Authority

FCF

Free Cash Flow

FEED

front-end engineering and design

FRC

Financial Reporting Council

GAAP

Generally Accepted Accounting Principles

Great Britain

GCCA

Global Cement and Concrete Association

GHG

greenhouse gas (emissions)

Group

Breedon and its subsidiary companies

HVO

hydrotreated vegetable oil

Human Resources

IAS

International Accounting Standards

IFRS

International Financial Reporting Standard

IIJA

Infrastructure Investment and Jobs Act

invested

capital

Net assets plus Net Debt

Ireland

The Island of Ireland

ISO

International Organization for Standardisation

Information Technology

KPI

Key Performance Indicator

LCA

life cycle assessments

Leverage

Net Debt expressed as a multiple of Underlying

EBITDA

Like-for-like

Like-for-like reﬂects reported values adjusted for

the impact of acquisitions and disposals

Lionmark

Lionmark Construction Companies LLC

LPG

Liquiﬁed Petroleum Gas

LTI

Lost time injury

LTIFR

Lost time injury frequency rate

M&A

Mergers & acquisitions

215

Strategic report

Governance

Financial statements

Additional information

Advisers and Company information

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