A year of 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.

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.

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.

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, 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".

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 National Development Plan (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 our 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.

STRATEGY REVIEW

Strategic execution delivered further progress in 2025

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 meaningful strategic progress.

Expand

Complementary M&A is at the heart of our profitable growth strategy. We have an active pipeline of opportunities and in 2025 we completed transactions in each of our geographies. 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.

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.

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.  

Improve

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.

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.

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.

People

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.  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%).

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 SBTi disclosure for the first time and we continued to make good progress towards our 2030 targets:

·    We reduced our combined 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 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, the use of lower embedded CEM II ready-mixed concrete blends, and the use of CarbonCure^TM 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.

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.

For further detail turn to the Finance review on page 11.

OPERATIONAL REVIEW

Product volumes

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. 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.

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.

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.

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%).

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 at 16.6% (2024: 16.7%).

Great Britain 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.

Ireland

The team in Ireland delivered a resilient performance during 2025 with revenue strengthening as we moved through the year.

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.

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.

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 relocate and 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. 

Ireland 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 very 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.

United States

The acquisition of Lionmark established our leading position as a vertically-integrated construction materials supplier in Missouri, adding asphalt and surfacing capability, diversifying our product portfolio and balancing our end-market exposure in the US towards infrastructure.

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.

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.

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.

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.

United States outlook

In the US, infrastructure spending plans are supportive, underpinned by both state and federal funding programmes.  While the replacement  for the Federal Infrastructure Investment and Jobs Act 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.

FINANCE REVIEW

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.

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 2020-2024 may be found on our website.

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 9 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.

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.

Free Cash Flow

The Group demonstrated excellent cash generation during the year with Free Cash Flow 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).

* Major capital projects undertaken in the relevant period include the ARM installation and Primary Crusher projects at Hope and the Solar Farm at Kinnegad.

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 0.4x from our half year peak of 2.2x, our largest in-year deleveraging since 2021.

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.

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.

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.

Technical guidance 2026

Income statement:

·      Depreciation: c.£120m

·      Net interest expense: c.£35m

·      Group tax rate: 22% to 23%

·      The US result for 2026 will include the loss-making months of January and February for Lionmark

Cash flow

·      Cash cost of non-underlying items: £5m to £10m 

·      IFRS 16 additional leases: c.£15m

·      Capital expenditure: £120m to £130m

·      Working capital outflow: £20m to £30m

·      Cash interest payment: c.£30m

·      2026 cash cost of dividends: c.£55m

RISK

The Group's principal risks that might adversely impact the Group are:

The Board are also closely monitoring a number of emerging risks and their possible impacts upon the Group's Principal risks. These are:

Further details of the principal risks facing the Group for the year ended 31 December 2025 are set out in the Group's Annual Report and Accounts which will be made available on the Group website once published.

The Board consider that these are the risks that could impact the performance of the Group in the current financial year. The Board continues to manage these risks and to mitigate their expected impact.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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.

condensed Consolidated Income Statement

for the Year ended 31 December 2025

condensed Consolidated Statement of Comprehensive Income

for the year ended 31 december 2025

condensed Consolidated Statement of Financial Position

aS At 31 December 2025

    ¹ Refer to note 12 for details of the restatement.